GS MORTGAGE SECURITIES II SERIES 1997-GL I
8-K, 1997-07-22
ASSET-BACKED SECURITIES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

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


Date of Report: July 22, 1997
- ----------------------------
(Date of earliest event reported)


                     GS Mortgage Securities Corporation II
            (Exact name of registrant as specified in its charter)

       Delaware                    33-99774-02                 22-3442024
- -------------------------------------------------------------------------------
   (State or Other                 (Commission              (I.R.S. Employer
   Jurisdiction of                 File Number)             Identification No.)
   Incorporation



                     85 Broad Street, New York, N.Y. 10004
- -------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)



      Registrant's telephone number, including area code: (212) 902-1000



<PAGE>



ITEM 5.     OTHER EVENTS.

                  Attached as exhibits to this Current Report are (i) the 
consent of Koeppel Tener Real Estate Services, Inc. (the "Koeppel Consent") 
furnished to the Registrant by Koeppel Tener Real Estate Services, Inc. in 
respect of the Registrant's proposed offering of Commercial Mortgage 
Pass-Through Certificates, Series 1997-GL I (the "Certificates"); (ii) the 
consent of Cushman & Wakefield, Inc. (the "Cushman & Wakefield Consent") 
furnished to the Registrant by Cushman & Wakefield, Inc.
in respect of the Registrant's proposed offering of the Certificates; and 
(iii) certain property appraisals (the "Property Appraisals") furnished to the 
Registrant by Cushman & Wakefield, Inc. in respect of the Registrant's 
proposed offering of the Certificates.

                  The Certificates will be offered pursuant to a Prospectus
and related Prospectus Supplement (together, the "Prospectus"), which will be
filed with the Commission pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Act"). The offer and sale contemplated by the Prospectus
of the Certificates will be registered pursuant to the Act under the 
Registrant's Registration Statement on Form S-3 (No. 333-27083) (the 
"Registration Statement"). The Registrant hereby incorporates the Koeppel 
Consent, the Cushman & Wakefield Consent and the Property Appraisals by 
reference in the Prospectus and the Registration Statement.

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

(c)  Exhibits

      Item 601(a) of Regulation
         S-K Exhibit No.            Description
      -------------------------     -----------

              23.1                  Consent of Koeppel Tener Real Estate
                                      Services, Inc., dated July 1, 1997

              23.2                  Consent of Cushman & Wakefield, Inc.,
                                      dated July 15, 1997

              99.1                  1760 Market Street Appraisal

              99.2                  Dabney Area Properties Appraisal

              99.3                  Arboretum VI and VII Appraisal

              99.4                  Bennett Park Appraisal

              99.5                  Cadillac Fairview (Update) Appraisal

              99.6                  Campus Point Appraisal

              99.7                  Century Plaza Towers Appraisal

              99.8                  City Center Appraisal

              99.9                  Commerce Center Appraisal

              99.10                 East Gate Corporate Center Appraisal

              99.11                 Golden East Crossing Appraisal

              99.12                 Hookston Square Appraisal

              99.13                 Iron Run Corporate Appraisal

              99.14                 Keystone Industrial Park Appraisal

              99.15                 Masons Mill Business Park Appraisal

              99.16                 Northpark Mall Appraisal

              99.17                 North Ranch Plaza Appraisal

              99.18                 Oakwood Center Appraisal

              99.19                 One Northwest Centre Appraisal

              99.20                 Plaza 1900 Appraisal

              99.21                 San Valente Building Appraisal

<PAGE>

              99.22                 Stevens Creek Appraisal

              99.23                 Sun Buildings Appraisal

              99.24                 Swedesford Square Appraisal

              99.25                 1511-1515 Third Avenue Appraisal

              99.26                 Westpark Corporate Center Appraisal

              99.27                 380 Madison Avenue Appraisal

              99.28                 Dover Mall and Commons Appraisal

              99.29                 Downtown Plaza Appraisal

              99.30                 Esplanade Shopping Mall Appraisal

              99.31                 Galleria at White Plains Appraisal

              99.32                 Greenwood Corporate Center Appraisal

              99.33                 Lakebrooke Pointe Appraisal

              99.34                 Main Street Centre Appraisal

              99.35                 Maschellmac I, II, III, IV Appraisal

              99.36                 Montehiedra Town Center Appraisal

              99.37                 One Montvale Avenue Appraisal

              99.38                 North Dekalb Mall Appraisal

              99.39                 The Ritz Plaza Appraisal

              99.40                 Shannon Southpark Mall Appraisal



                                      2
<PAGE>



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

                                   GS MORTGAGE SECURITIES CORPORATION II


                                   By:  GS Mortgage Securities Corporation II
                                      -----------------------------------------
                                        Name:  /s/ Sheridan Schechner
                                        Title: Managing Director



Date:  July 22, 1997



<PAGE>


                                 Exhibit Index
                                 -------------


      Item 601(a) of Regulation
         S-K Exhibit No.            Description
      -------------------------     -----------

              23.1                  Consent of Koeppel Tener Real Estate
                                      Services, Inc., dated July 1, 1997

              23.2                  Consent of Cushman & Wakefield, Inc.,
                                      dated July 15, 1997

              99.1                  1760 Market Street Appraisal

              99.2                  Dabney Area Properties Appraisal

              99.3                  Arboretum VI and VII Appraisal

              99.4                  Bennett Park Appraisal

              99.5                  Cadillac Fairview (Update) Appraisal

              99.6                  Campus Point Appraisal

              99.7                  Century Plaza Towers Appraisal

              99.8                  City Center Appraisal

              99.9                  Commerce Center Appraisal

              99.10                 East Gate Corporate Center Appraisal

              99.11                 Golden East Crossing Appraisal

              99.12                 Hookston Square Appraisal

              99.13                 Iron Run Corporate Appraisal

              99.14                 Keystone Industrial Park Appraisal

              99.15                 Masons Mill Business Park Appraisal

              99.16                 Northpark Mall Appraisal

              99.17                 North Ranch Plaza Appraisal

              99.18                 Oakwood Center Appraisal

              99.19                 One Northwest Centre Appraisal

              99.20                 Plaza 1900 Appraisal

              99.21                 San Valente Building Appraisal

<PAGE>

              99.22                 Stevens Creek Appraisal

              99.23                 Sun Buildings Appraisal

              99.24                 Swedesford Square Appraisal

              99.25                 1511-1515 Third Avenue Appraisal

              99.26                 Westpark Corporate Center Appraisal

              99.27                 380 Madison Avenue Appraisal

              99.28                 Dover Mall and Commons Appraisal

              99.29                 Downtown Plaza Appraisal

              99.30                 Esplanade Shopping Mall Appraisal

              99.31                 Galleria at White Plains Appraisal

              99.32                 Greenwood Corporate Center Appraisal

              99.33                 Lakebrooke Pointe Appraisal

              99.34                 Main Street Centre Appraisal

              99.35                 Maschellmac I, II, III, IV Appraisal

              99.36                 Montehiedra Town Center Appraisal

              99.37                 One Montvale Avenue Appraisal

              99.38                 North Dekalb Mall Appraisal

              99.39                 The Ritz Plaza Appraisal

              99.40                 Shannon Southpark Mall Appraisal



<PAGE>



                                                                  EXHIBIT 23.1



July 1, 1997



GS Mortgage Securities Corporation II
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004
Attn:  J. Theodore Borter

         We consent to the inclusion in any form (whether in paper or digital
         format, including any electronic media such as CD-ROM or the
         Internet) in the Prospectus Supplement relating to the GS Mortgage
         Securities Corporation II Commercial Mortgage Pass-Through
         Certificates, Series 1997-GL 1, of our appraisal with respect to the
         properties listed below, and we consent to the reference to our firm
         under the caption "Experts" in such Prospectus Supplement.


         The Ritz Plaza:            March 31, 1997

         380 Madison Avenue:        June 23, 1997


Sincerely,


Koeppel Tener Real Estate Services, Inc.

By:             /s/ Wayne A. Nygard
      -----------------------------------
Title:          Senior Vice President
      -----------------------------------









<PAGE>



                                                                 EXHIBIT 23.2
July 15, 1997
                                                   CUSHMAN & WAKEFIELD CONSENT

GS Mortgage Securities Corporation II
c/o Goldman, Sachs & Co.
85 Broad Street
New York, N.Y.  10004
Attn:  J. Theodore Borter

         We consent to the inclusion in any form (whether in paper or digital
         format, including any electronic media such as CD-ROM or the
         Internet) in the Prospectus Supplement relating to the GS Mortgage
         Securities Corporation II Commercial Mortgage Pass-Through
         Certificates, Series 1997-GL 1, of our complete appraisal (or an
         agreed-upon summary for CAP and AAPT) with respect to the properties
         listed below, and we consent to the reference to our firm under the
         caption "Experts" in such Prospectus Supplement.

<TABLE>
- -------------------------------------------------------------------------------------------------------------------
<S>                               <C>                          <C>                              <C>
Century Plaza Towers:              December 6, 1996             Montehiedra Town Center            March 7, 1997

    Cadillac Fairview                                               Whitehall Pool

Dover Commons:                     April 17, 1996               1511-1515 Third Avenue:            August 1, 1996
Dover Mall:                        April 17, 1996               Bennett Park:                      July 26, 1996
Esplanade:                         April 25, 1996               City Center:                       July 31, 1996
Galleria at White Plains:          May 14, 1996                 Downtown Plaza:                    August 1, 1996
Golden East Crossing Mall:         June 1, 1996                 Hookston Square:                   July 24, 1996
North DeKalb Mall:                 April 18, 1996               North Ranch Plaza:                 July 27, 1996
Northpark Mall:                    June 1, 1996                 One Montvale Avenue:               July 25, 1996
Shannon Southpark Mall             April 18, 1996               One Northwest Center:              July 25, 1996
                                                                San Valente Building:              July 26, 1996
                                                                Stevens Creek:                     July 26, 1996
Cadillac Fairview (Update)         November 20, 1996            Sun Buildings:                     July 26, 1996

CAP Pool:                                                       AAPT Pool

Arboretum VI and VII               July 1, 1997                 1760 Market Street:                July 1, 1997
Campus Point:                      July 1, 1997                 50 and 52 Swedesford Square:       July 1, 1997
Commerce Center:                   July 1, 1997                 East Gate Corporate Center:        July 1, 1997
Dabney Area Properties:            July 1, 1997                 EM- Venture (Keystone Industrial
                                                                Park):                             July 1, 1997
Greenwood Corporate Center:        July 1, 1997                 Iron Run Properties:               July 1, 1997
Lakebrooke Pointe:                 July 1, 1997                 Main Street Center:                July 1, 1997
Oakwood Center:                    July 1, 1997                 Maschellmac I-IV:                  July 1, 1997
Plaza 1900:                        July 1, 1997                 Westpark Corporate Center:         July 1, 1997
                                                                Masons Mill                        July 1, 1997

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

Sincerely,

Cushman & Wakefield, Inc.

By:          /s/ Mathew Mondanile
     --------------------------------
Title:       Senior Director
     --------------------------------



</TABLE>




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

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

COMPLETE APPRAISAL
OF REAL PROPERTY

1760 Market Street
1742-48 Market Street
Philadelphia, Pennsylvania


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

IN A SELF-CONTAINED REPORT

As of July 1, 1997


Prepared For:

Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004


Prepared By:

Cushman & Wakefield of Pennsylvania, Inc.
Valuation Advisory Services
Two Logan Square - 20th Floor
Philadelphia, Pennsylvania 19103
<PAGE>

Cushman & Wakefield of Pennsylvania, Inc.                              CUSHMAN &
Two Logan Square                                                    WAKEFIELD(R)
Philadelphia, PA 19103                               A ROCKEFELLER GROUP COMPANY
(215) 963-4000

July 1, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:   Complete Appraisal of Real Property
      1760 Market Street
      1742-48 Market Street
      Philadelphia, Pennsylvania

      Dear Mr. Schechner

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Pennsylvania, Inc. is pleased to transmit our
self-contained appraisal report estimating the market value of the leased fee
estate in the subject property.

      The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention those unusual limiting conditions
dealing with the assumption that all pending lease agreements are executed
according to the terms provided by ownership.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield
of Pennsylvania, Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected by and the report was prepared by John J.
Lynch, MAI under the supervision of John B. Rush, MAI.
<PAGE>

Mr. Sheridan Schechner
Goldman Sachs Mortgage Company               Page 2                 July 1, 1997


      Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of July 1, 1997, was:

                   EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $8,500,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Pennsylvania, Inc.


John J. Lynch, MAI
State Certified Appraiser No.GA-000485-L


John B. Rush, MAI
State Certified Appraiser No. GA-000331-L
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                                     1760 Market Street

Location:                                          1742-48 Market Street
                                                   Philadelphia, Pennsylvania

General Overview:                                  This is modern 14-story
                                                   office building built in
                                                   1981 on a 0.21-acre site.
                                                   The building contains
                                                   123,546 rentable square feet
                                                   of building area. The
                                                   building, with structural
                                                   steel frame and plate glass
                                                   facade, is modern in
                                                   appearance and functional in
                                                   design. On the effective
                                                   date of appraisal, occupancy
                                                   stood at 99.4 percent.

Interest Appraised:                                Leased Fee

Date of Value:                                     July 1, 1997

Date of Inspection:                                June 13, 1997

Ownership:                                         Atlantic American Properties

Highest and Best Use:                              Continued Multi-tenant office
                                                   utilization

Value Indicators
  Sales Comparison Approach:                       $8,000,000 to $8,600,000
    Value Per Square Foot:                         $64.76 to $69.62
  Indicated Value:                                 $8,600,000

  Income Capitalization Approach
    Estimated Market Rental Rate:                  $17.75/SF
    Stabilized Vacancy Rate:                       3.0%
    Effective Gross Income:                        $17.22/SF
    Operating Expenses                             $ 7.84/SF
    Real Estate Taxes:                             $ 2.20/SF
    Net Operating Income:                          $885,548
    Estimated Vacancy Between Tenants              6 months
    Free Rent:                                     -0- months
    Probability of Renewal:                        65%
    Tenant Improvement Allowance
      Shell Space:                                 $25.00 per square foot
      New Tenants in Previously
         Occupied Space                            $18.00 per square foot
      Renewal Tenants in Same Space-               $ 8.00 per square foot
    Estimated Market Rental Growth Rate            Yr. 1 - 3.5%
                                                   Yr. 2 - 5.0%
                                                   Yr. 3 - 7.0%
                                                   Yr. 4 - 5.0%
                                                   Yr. 5 - 10 - 3.5%
    Estimated Expense Growth Rate:                 3.5%
<PAGE>

                                        Summary of Salient Facts and Conclusions
================================================================================

    Estimated Real Estate Tax Growth Rate:       3.5%
    Reversion Year Capitalization Rate           10.5%
    Transaction Costs in Reversion Sale:         3.0%
    Discount Rate:                               11.5%
  Indicated Value:                               $8,500,000

Value Conclusion:                                $8,500,000
  Value Per Square Foot:                         $68.81 (Net Rentable Area)
  Implicit Capitalization Rate:                  10.4%

Marketing Time:                                  6 months

Special Assumptions Affecting Valuation:

1.    We have assumed all pending lease agreements are executed according to the
      terms provided by ownership.

2.    Please refer to the complete list of assumptions and limiting conditions
      included at the end of this report.
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                                    [PHOTO]


                        Subject Property Viewed Southeast
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                    [PHOTO]


                            Market Street Viewed East


                                    [PHOTO]


                         Eighteenth Street Viewed North
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                                    [PHOTO]


                           View of Main Entrance Lobby
<PAGE>

                                                               TABLE OF CONTENTS

                                                                            Page

INTRODUCTION ..............................................................   1
      Identification of Property ..........................................   1
      Property Ownership and Recent History ...............................   1
      Purpose and Intended Use of the Appraisal ...........................   1
      Extent of the Appraisal Process .....................................   1
      Date of Value and Property Inspection ...............................   2
      Property Rights Appraised ...........................................   2
      Definitions of Value, Interest Appraised, and 
      Other Pertinent Terms ...............................................   2
      Legal Description ...................................................   3

REGIONAL ANALYSIS .........................................................   4

MARKET ANALYSIS ...........................................................   9

PROPERTY DESCRIPTION ......................................................  27
      Site Description ....................................................  27
      Improvements Description ............................................  28

REAL PROPERTY TAXES AND ASSESSMENTS .......................................  32

ZONING ....................................................................  35

HIGHEST AND BEST USE ......................................................  36

VALUATION PROCESS .........................................................  38

SALES COMPARISON APPROACH .................................................  40

INCOME CAPITALIZATION APPROACH ............................................  45

RECONCILIATION AND FINAL VALUE ESTIMATE ...................................  59

ASSUMPTIONS AND LIMITING CONDITIONS .......................................  60

CERTIFICATION OF APPRAISAL ................................................  62

ADDENDA ...................................................................  63
<PAGE>

                                                                    INTRODUCTION
================================================================================
Identification of Property

      The subject of this appraisal is a 14-story office building called 1760
Market Street in the central business district of Philadelphia, Pennsylvania. It
is an attractive and modern complex located at the corner of 17th and Market
Streets. The street address is 1742-48 Market Street.

      This modern 14-story building was built in 1981 on a 0.21 acre site. The
building contains 123,546 net rentable square feet. The building is modern in
appearance and functional in design. On the effective date of appraisal,
occupancy stood at 99.6 percent.

Property Ownership and Recent History

      The property was built in 1981 by an affiliated entity of its current
owner, Atlantic American Properties. The subject is part of a portfolio of
property previously owned by Bell Atlantic Properties. Atlantic American
Properties acquired Bell Atlantic Properties as a going concern.

Purpose and Intended Use of the Appraisal

      The purpose of this appraisal is to estimate the market value of a leased
fee estate on July 1, 1997. The appraisal is to be used as a supporting document
in a proposed financing by our client, Goldman Sachs Mortgage Company.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      -     Inspected the exterior of the building and the site improvements and
            a representative sample of tenant spaces with Peter Corcoran, the
            manager;

      -     Interviewed Peter Corcoran of the property management company,
            Atlantic American Properties;

      -     Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            manager;

      -     Reviewed a detailed history of income and expense and a budget
            forecast for 1997 including the budget for planned capital
            expenditures and repairs;

      -     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files;

      -     Prepared an estimate of stabilized income and expense (for
            capitalization purposes);

      -     Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.);

      -     Prepared Sales Comparison and Income Capitalization Approaches to
            value.

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


                                      -1-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                    Introduction
================================================================================

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on June 13,
1997.

Property Rights Appraised
      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms
      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

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

      1.    Buyer and seller are typically motivated;

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

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

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

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

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market". Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

      Based upon the analysis which is detailed elsewhere in this report, we
      estimate a reasonable Exposure Time to have been six months for a property
      like the subject at the concluded opinion of value reported.

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

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


                                      -2-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                    Introduction
================================================================================

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

Legal Description

      The property is legally identified by the City of Philadelphia Assessor's
Office, as Ward 88, Book1S10, Number 158. We have not been provided with the
metes and bounds legal description of this site, therefore, none is exhibited.

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


                                      -3-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Philadelphia Metropolitan Area

      The subject property is located in the City of Philadelphia, the urban
center of the Philadelphia Metropolitan Area. The Philadelphia Metropolitan
Area, itself, encompasses over 3,500 square miles through the counties
immediately surrounding the city in both Pennsylvania and New Jersey. The
greater metropolitan area is actually part of a larger economic and geographic
entity known as the Delaware Valley, which extends from Trenton, New Jersey at
the north to Wilmington, Delaware at the south. The Delaware Valley is a closely
integrated market which pervades the many political subdivisions incorporated in
it.

Population

      According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
just under five million represents a 0.7 percent increase over that counted in
1990. The statistics indicated population growth in the suburban counties
surrounding Philadelphia, with a decline in the city itself. The current
population of the City of Philadelphia is reported to be about 1.522 million, a
decrease of approximately four percent since 1990. These statistics are
significant in that demographers believe population growth is directly tied to
employment growth.

<TABLE>
<CAPTION>
=============================================================================================
                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (In Thousands)
=============================================================================================
    County                     1980          1990       (delta)          1995          (delta)
=============================================================================================
<S>                           <C>           <C>           <C>             <C>            <C> 
Bucks                         483.8         541.2       + 11.9%           570.6        + 5.4%
Chester                       320.1         376.4       + 17.6%           399.7        + 6.2%
Delaware                      552.2         547.7        - 0.8%           548.2         + .1%
Montgomery                    644.6         678.1        + 5.2%           703.2        + 3.7%
Philadelphia                1,668.2       1,585.6        - 5.0%         1,521.5        - 4.0%
Burlington                    366.0         395.1        + 8.0%           400.8        + 1.4%
Camden                        472.8         502.8        + 6.4%           506.6         + .8%
Gloucester                    202.1         230.1       + 13.9%           243.1        + 5.7%
Salem                          65.0          65.3        + 0.5%            64.6        - 1.1%
- ---------------------------------------------------------------------------------------------
Total Metropolitan Area     4,774.8       4,922.3        + 3.1%         4,958.3         + .7%
- ---------------------------------------------------------------------------------------------
Source : U.S. Census Bureau
=============================================================================================
</TABLE>

Employment

      The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 35 percent of the region's 2.2 +/-
million in the wage and salary workforce is now employed in the service
industries, as contrasted with the approximate 14 percent employed in
manufacturing. Furthermore, another 23 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.

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


                                      -4-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
================================================================================================
                         Philadelphia Metropolitan Area
                          January Employment Statistics
                                 (in Thousands)
================================================================================================
   Industry Classification                       1990      1995    (delta)    1997       (delta)
================================================================================================
<S>                                             <C>       <C>        <C>      <C>          <C> 
Manufacturing                                   358.6     311.8     -2.6%     305.6       -2.0%
Construction & Mining                            95.4      73.9     +6.0%      73.2       -1.0%
Transportation, Communication & Utilities        99.0     104.5     +3.3%     104.7       +1.9%
Wholesale & Retail Trades                       508.0     482.8     -2.3%     494.6       +2.4%
Finance, Insurance & Real Estate                167.6     155.1     -1.3%     154.2       -0.6%
Services                                        659.1     717.5     +4.3%     765.4       +6.7%
Government                                      308.4     303.3     +0.6%     298.7       -1.5%
                                              ==================================================
Total Wage & Salary Employment                2,196.1   2,148.9     +0.8%   2,196.4       +2.2%
                                              ==================================================
Total Civilian Labor Force                    2,409.0   2,397.6     -0.9%   2,450.3       +2.2%
                                              ==================================================
Unemployment                                    114.1     143.5              123 3
================================================================================================
Unemployment Rate                               4.7 %      6.0%               5.0%
================================================================================================
Source: Pennsylvania Department of Labor and Industry
================================================================================================
</TABLE>

      According to statistics prepared by the Pennsylvania Department of
Industry and Labor, wage and salary employment in the Philadelphia Metropolitan
Area increased by 47,500 jobs or 2.2 percent between 1995 and 1997.
Additionally, the total civilian labor force which includes wage and salary
employment plus those who are self-employed increased by 52,700 workers. As can
be seen, a vast majority of this growth in employment is in the service
industries and the wholesale and retail trades. The continued growth in the
service industries as well as the relative stability in the finance, insurance
and real estate classification is significant to real property like the subject
as it is from these groups that the occupants of office space come.

      The state Department of Industry and Labor reports that, within the
service industries, business services, particularly temporary help agencies and
accounting firms, led this employment classification with a growth of 27,900
jobs created since 1992. Second place goes to medical services with 12,600 new
jobs created in the Philadelphia Metropolitan Area over the past four years.
Private sector education was third growing by 19,900 jobs. A listing of the ten
largest employers in Philadelphia County alone bears out these statistics.

<TABLE>
<CAPTION>
================================================================================================
                          Largest Non-Public Employers
                               Philadelphia County
================================================================================================
    Employer                      Local Employees        Product or Service
================================================================================================
<S>                                    <C>            <C>                                
University of Pennsylvania             10,900         Education; Research; Health Care
- ------------------------------------------------------------------------------------------------
Thomas Jefferson University             7,400         Education; Research; Health Care
- ------------------------------------------------------------------------------------------------
CoreStates Financial Corporation        6,100         Banking; Financial Services
- ------------------------------------------------------------------------------------------------
Bell Atlantic                           5,600         Telecommunications
- ------------------------------------------------------------------------------------------------
Allegheny Health                        5,100         Education; Health Care
- ------------------------------------------------------------------------------------------------
Aramark, Inc.                           4,600         Food Services
- ------------------------------------------------------------------------------------------------
Einstein Healthcare                     4,200         Education,- Health Care
- ------------------------------------------------------------------------------------------------
Cigna Corporation                       4,100         Insurance, Financial Services
- ------------------------------------------------------------------------------------------------
Conrail, Inc.                           3,800         Rail Freight Transportation
- ------------------------------------------------------------------------------------------------
PECO Energy Company                     3,400         Public Utility
================================================================================================
Source: Philadelphia Business Journal 
================================================================================================
</TABLE>

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


                                      -5-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                               Regional Analysis
================================================================================

      According to the Pennsylvania Department of Labor and Industry, the April,
1997 unemployment rate in the nine county Philadelphia Metropolitan Area was 4.9
percent as compared to 5.3 percent for the Commonwealth of Pennsylvania and 4.8
percent for the U.S. as a whole. Philadelphia County had a 6.6 percent
unemployment rate in April, 1997 which was the highest unemployment rate of any
county in region.

Income

      The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$39,470. Throughout the region, it is estimated that 20.3 percent of the 1.8
million households have an effective buying income under $35,000 annually. For
the entire metropolitan area, 37.3 percent of households have yearly EBI in
excess of $50,000. Philadelphia County has the lowest current median household
income level in the Metropolitan Area at $27,542 per dwelling unit.

================================================================================
                                Income Statistics
                         Philadelphia Metropolitan Area
================================================================================
                                            Effective
  County               Households         Buying Income     Median Household EBI
                                          (In Thousands)
================================================================================
Bucks                   203,700            $11,424,599            $48,814
Chester                 143,400              9,732,884            $55,798
Delaware                202,900             10,359,964            $42,366
Montgomery              269,700             16,369,926            $47,723
Philadelphia            571,500             20,080,366            $27,542
Burlington              140,600              7,341,632            $44,967
Camden                  178,900              8,049,714            $37,788
Gloucester               83,900              3,700,926            $39,978
Salem                    23,500              1,019,275            $38,123
                      --------------------------------
Total                 1,818,100            $88,079,286            $39,470
================================================================================
Source: Sales & Marketing Management 1996
================================================================================

Retail Sales

      Retail sales in the Philadelphia Metropolitan Area are currently estimated
to exceed $44.3 billion annually. The Philadelphia area ranked fifth nationally
behind Chicago, Los Angeles, New York and Washington, D.C. in total retail sales
for 1995, the last year for which statistics are currently available. Retail
sales in this metropolitan area have increased at a compound annual rate of 4.2
percent since 1990. Within the City of Philadelphia, annual retail sales for
1995 were estimated to be over $8.95 billion, down slightly from the 1994
estimate of 8.99 billion. However, since 1990, retail sales in the City of
Philadelphia have actually increased at an annual compound rate of 2.9 percent.

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


                                      -6-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                                  Retail Sales
             Philadelphia Metropolitan Area and Philadelphia County
                                 (In Thousands)
================================================================================
Year  Metropolitan Philadelphia    (delta)      Philadelphia County     (delta)
================================================================================
1990        $36,033,312                            $7,741,383
- --------------------------------------------------------------------------------
1991        $35,120,446            - 2.5%          $7,451,387          - 3.8%
- --------------------------------------------------------------------------------
1992        $39,811,716           + 13.4%          $8,447,600         + 13.4%
- --------------------------------------------------------------------------------
1993        $40,858,286            + 2.6%          $8,323,384            1.5%
- --------------------------------------------------------------------------------
1994        $43,480,561             +6.4%          $8,985,763           +8.0%
- --------------------------------------------------------------------------------
1995        $44,309,612             +1.9%          $8,950,479           -0.4%
================================================================================
Compound Annual Change              +4.2%                              + 2.9%
================================================================================
Source: Sales & Marketing Management 1991-1996
================================================================================

Linkages

      The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

      The central core of this metropolitan area, the City of Philadelphia,
continues to experience a fiscal crisis precipitated by a diminishing tax base
and the increased need for new and costly municipal services. However, the
current administration and council are now cooperating to promote fiscal
responsibility which has created the city's first operating surplus in years.
And while the City of Philadelphia had its first net job gain in a decade during
1996, this trend has reversed itself in the first four months of 1997 due to
losses in transportation and defense employment. The surrounding suburban
counties are expected to be the focus of the region's population and job growth
well into the next century.

      Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that the
opportunities for low cost start-up companies are less. Fortunately, the
patchwork of existing small to mid-sized companies in the Philadelphia
Metropolitan Area protect this region from the severe economic shocks seen
elsewhere.

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


                                      -7-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                               Regional Analysis
================================================================================

      Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate market is advancing
steadily toward equilibrium in most sectors. It is our conclusion that the long
term trends of the region will exert positive influences on the values of well
located and well designed real property.

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


                                      -8-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

Center City Philadelphia

      The subject property is situated in Philadelphia's central business
district at the northwest corner of 20th and Market Streets. Center City
Philadelphia is broadly defined as that area bounded by Vine Street on the
north, South Street on the south, the Delaware River on the east and the
Schuylkill River to the west. Philadelphia's City Hall, with its administrative
and judicial offices, is located at Broad and Market Streets. One of the
principal users of office space is the legal profession which typically desires
to be close to governmental offices. Those industries which serve the legal
community and the government also elect to locate their offices in the West
Market Street area.

      The financial community of Philadelphia was traditionally located on South
Broad Street, immediately adjacent to City Hall. In the last decade, a number of
the city's major banks have located their offices in the West Market area.
Again, the industries serving these financial institutions are then presented
with strong impetus to locate here.

      West Market Street has become the primary office sector in Center City
extending from City Hall to the Schuylkill River, between Arch Street and
Chestnut Street. The area is the focus of intense office development. Beginning
in 1955 with a single office building, West Market Street/Kennedy Boulevard has
expanded to approximately 13,000,000 square feet of primary office space at
present. Known as Penn Center, this area owes its development to a close
proximity to all forms of transportation as well as municipal governmental
offices and the city's traditional financial district.

      The suburban railroad station serving all of the city's western suburbs is
located in the heart of Penn Center on the north side of Kennedy Boulevard
between 16th and 17th Streets, and also at the Market East station at 11th and
Market Streets. From these stations, rail connections may easily be made with
Amtrak's 30th Street Station which provides rail service throughout the eastern
megalopolis. The subject property is convenient to both the commuter rail
network two blocks east at JFK Boulevard and the Amtrak system which lies just
across the Schuylkill River. This access is a primary consideration to many
office tenants in the downtown marketplace.

      Additional public transportation to the downtown area is available at the
Southeastern Pennsylvania Transportation Authority's Market-Frankford subway
line with six stops along Market Street between 2nd and 15th Streets in Center
City. SEPTA's subway surface trolley lines also stop at 22nd Street near the
subject property. Finally, surface bus routes to all parts of the city converge
in the Penn Center West area, with Chestnut Street providing most service.

      Historically, the retail center of Philadelphia has been Market Street,
east of City Hall. Philadelphia's largest department stores - Hechts (formerly
Wanamaker's but soon to be Lord & Taylor's), Strawbridge & Clothier (soon to be
Strawbridges), J.C. Penney and Clover are all located in Market East. The former
Lit Brothers Department Store has been renovated into a mixed office/retail use.

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


                                      -9-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      After many years of decline, in 1977, the first phase of a revitalization
of Market Street began with the completion of the first phase of the Gallery.
Gallery I is a four level, 200,000 square foot urban shopping mall. Gallery 11
encompassing an additional 175,000 square feet was completed in 1983. In
addition to the retail stores, anchors such as Strawbridge & Clothier, Clover
and J.C. Penney department stores create a 1.3 million square foot mall. Mellon
Independence Center (formerly Lits) also offers over 120,000 square feet of
retail space on two levels.

      Today, the frontage along Market Street from 7th Street to City Hall is a
thriving retail district. A recent development affecting the district is the
sale of the Strawbridge & Clothier Department Store chain to the May Companies.
Reportedly, May will convert the Hecht's Department Store to an upscale Lord &
Taylor. The Clover Division of Strawbridges was sold to KIMCO Realty. No plans
for the downtown Clover have been announced.

      There is also a significant focus on retail commercial activity along
Chestnut and Walnut Streets, west of Broad Street. Along these two streets are
several quality shops and restaurants. Chestnut Street is a pedestrian mall that
is closed to traffic Saturday and Sunday during the day, while Walnut Street is
the site of many high fashion boutiques, particularly in the area of Rittenhouse
Square (18th and Walnut Streets). There are also additional retail/restaurant
uses along the subterranean concourse level of Penn Center which extends from
15th Street to 18th Street beneath Kennedy Boulevard. Liberty Place, at 17th &
Chestnut Streets, contains approximately 150,000 +/- square feet of upscale
retail space and food outlets. Recently, two other retailers opened outlets
along these corridors. Daffy's has opened in the former Bonwit Teller Building
and Filene's Basement opened in the former Wallachs Building on Chestnut Street.

      Construction employment between 1993 and 1995 was buoyed by major public
projects such as the Pennsylvania Convention Center, the Justice Center and a
new Marriott Hotel. These projects are located several blocks east of the
subject property. The Pennsylvania Convention Center celebrated its grand
opening in July, 1993. Exhibit, banquet and meeting space for the center total
619,440 square feet. To complement the Convention Center a 1,200 room Marriott
Hotel opened in January, 1995. The Marriott is connected to the center via a
skywalk. By year-end 1995 Convention Center business surpassed projections for
the first three years by over 1 00,000 attendees. By 1997, more than 4,000 new
jobs will be created as a direct result of the center.

      Although office development is the primary land use in Center City, hotel
and high rise residential properties are also found. Major residential projects
include the Rittenhouse, Independence Place, Wanamaker House, Kennedy House and
Society Hill Towers. The city now includes 20 major hotels, including four which
were constructed in the last decade. Aside from the Marriott, the most recent of
these is the 290 room Ritz Carlton which opened in the Fall of 1990 at 17th and
Chestnut Streets.

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


                                      -10-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      With the construction of the Convention Center, an additional 2,000+/-
hotel rooms are projected by the year 2000. Four planned hotels for Center City
have recently reported progress toward construction. The Arden Group is in final
negotiations with lenders to fund $25 million toward the renovation of the
former Two Mellon Center office building into a 372 room Westin Hotel. A 350
room Hyatt Hotel has secured approximately $34 million of a total $51 million
required to construct this facility planned for the Penns Landing area. The
remaining debt is reportedly near a commitment. A 650 room Loews is planned in a
rehabilitation of the former PSFS office building at 12th and Market Streets.
Hawthorne Suites will construct a 294 suite facility in a former loft building
at 11th and Vine Streets. Additionally, there are discussions underway for
Marriott to expand by 200 rooms in the former Reading Railroad Headhouse at 12th
and Market Street. Ramada is looking at the former East Penn Square office
building for a 350 room Ramada Plaza hotel and Holiday Inns is considering the
Packard Building as a possible renovation.

      The core of the office market has gradually been shifting west from City
Hall. Currently, the heart of the office market would be considered to be 17th
and Market Streets, due to its proximity to City Hall, public transportation,
other office buildings, restaurants and services. The subject is located one
block west of this intersection. Nearby uses include the 1700 Market Street
office tower, Mellon Bank office tower, Ten Penn Center and the Holiday Inn
Select.

      To conclude, the neighborhood of the subject property is the premier
office corridor of the central business district. There is expected to be a
continuing demand for this product type in this neighborhood for the foreseeable
future. Thus, we conclude that the short to mid-term of this neighborhood is one
of stability to modest growth. However, in the long term, with a location at the
core of this metropolitan center, this neighborhood should experience more
positive growth approaching rates of general inflation in the economy.

General Overview

      CBD office buildings, as an asset class, are attracting renewed interest
from investors in the current market. Many believe CBD office buildings offer
the greatest upside potential among the various property types and are willing
to commit large sums for acquisition provided the purchase price is well below
replacement cost. In many markets now, vacancy rates have declined among the
best quality urban office towers while rental rates have begun to appreciate for
the first time this decade in response to that shift in demand. Market
participants report a voracious appetite for quality Class A CBID office
complexes over the past twelve months as buyers seek to profit from this shift
in the market and sellers implement exit strategies.

      The lack of new construction is also viewed as a positive in the office
market. Though firms are leasing less space per employee than ever before,
office building owners now have a stronger negotiating position as demand begins
to outpace supply. Still, in most communities, there is plenty of land available
for new competition.

      The subject property shares in these macro-market observations and trends.
More importantly, the subject competes in its own micro-market for tenants,
users and ultimately, investment returns. The following points highlight
conditions in the local marketplace.

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


                                      -11-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

Office Market - Center City Philadelphia

      The office market of Center City Philadelphia is divided into two sections
by Broad Street which runs north and south through the central business
district. The West of Broad submarket is the larger of the two and is mostly
centered along Market Street and Kennedy Boulevard between City Hall and
Twenty-First Street. The East of Broad submarket is primarily focused around
Independence National Park in the proximity of Sixth and Market Streets. The
following presentation summarizes supply and demand characteristics in the
Center City Philadelphia office market as of March 31, 1997:

================================================================================
                             Office Market Overview
                            Center City Philadelphia
                               First Quarter 1997
================================================================================
 Type of Space          Existing Inventory      Space Available        Vacancy
================================================================================
Class A                   26,389,000 SF          2,721,000 SF           10.3%
Class B                   11,932,000 SF          2,725,000 SF           29.9%
Class C                    1,337,000 SF            319,000 SF           23.9%
                          ------------------------------------------------------
Total Existing Space      39,658,000 SF          5,765,000 SF           14.5%
New Construction               -0-                   -0-   
                          ------------------------------------------------------
Total Market              39,658,000 SF          5,765,000 SF           14.5%
================================================================================

Market Supply

      There are approximately 39.7 +/- million square feet of existing
commercial office space in Center City Philadelphia. Of this total, 28.0 +/-
million square feet or 70 percent are located on the West of Broad submarket.
The subject property competes for tenants in this West of Broad submarket.

================================================================================
                              Office Market Summary
                         West of Broad Street Submarket
                               First Quarter 1997
================================================================================
 Type of Space           Existing Inventory   Space Available         Vacancy
================================================================================
Class A                     20,981,000 SF       2,233,000 SF           10.7%
class B                      6,502,000 SF       1,103,000 SF           17.0%
Class C                        586,000 SF          56,000 SF            9.6%
Total Existing Space        28,069,000 SF       3,392,000 SF           l2.8%
New Construction                 -0-                 -0-  
Total Market                28,069,000 SF       3,392,000 SF           12.8%
================================================================================

      On the west side of Broad Street, total existing inventory declined during
1995 as Three Parkway was removed from commercial inventory since it is now
almost entirely owner-occupied by Reliance Insurance. Also, the 450,000 square
feet in 1650 Arch Street were removed from inventory in 1994 and "moth-balled".
Overall market vacancy on the west side was computed to be 12.8 percent at the
end of the first quarter of this year. Similar to the market at large, vacancy
for Class A space like the subject was measured to be only 10.7 percent. The
vast majority of availabilities is within lesser grade buildings

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


                                      -12-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      In any type of market, there must be an inventory of goods maintained in
order to satisfy demand. In the real estate market, a shortage in available
inventory is indicated when there is a discernible lack of prime contiguous
office space for large users. Under these conditions, new construction is
stimulated. However, when the reverse is true, construction activity becomes
limited.

      There is now a diminishing number of contiguous blocks of space available
in center city. Still, there is no new office construction occurring on any of
the prime seven sites available in Philadelphia at this time. The following is a
listing of blocks of contiguous Class A office space in the Philadelphia CBD at
the end of March, 1997:

         ======================================================
                             Major Contiguous Blocks
                              Class A Office Space
                            Center City Philadelphia
                               First Quarter 1996
         ======================================================

             Competing                             Contiguous
             Buildings                              Available
         ======================================================
         West Market
         1818 Market St.                            138,000 sf
         11 Penn Center                              65,000 sf
         1700 Market St.                             60,000 sf
         1515 Market St.                             50,000 sf
         Liberty Place                               45,000 sf
         One Commerce Square                         44,000 sf
         ======================================================

      There are several sites in the central business district which were
previously proposed for office development. Due to the current status of the
office market as well as stringent financing criteria, it is highly unlikely any
of these sites will be developed until early in the next decade or beyond. A
brief review of these potential office sites and their respective sponsor is
outlined below.

   =======================================================================
                    Primary Potential Development Sites
                         Center City Philadelphia
   =======================================================================
                                                               Rentable
               Location                       Sponsor         Square Feet
   =======================================================================
   NEC 20th & Market Street       LCOR                        760,000 sf
   -----------------------------------------------------------------------
   1777 JFK Boulevard             Richard I. Rubin & Co.      760,000 sf
   -----------------------------------------------------------------------
   NWC 21st & Market sts.         Maguire-Thomas            1,800,000 sf
   -----------------------------------------------------------------------
   NEC 15th & Chestnut Sts.       Berwind                     600,000 sf
   -----------------------------------------------------------------------
   SWC 18th & Arch Sts.           Bell Atlantic               650,000 sf
   =======================================================================

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


                                      -13-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      As noted below, the current overall vacancy rate in the office market of
Center City Philadelphia is 14.5 percent, down 120 basis points from year-end
1995. According to past statistics, the March 31, 1997 vacancy is below the
vacancy rates demonstrated during 1992, 1993, 1994, 1995 and 1996. The current
vacancy of 14.5 percent does demonstrate continued improvement over the peak
1994 year-end vacancy of 18.04 percent. While still high by most standards, it
is most important to understand that vacancy in the Class A tier is now
approaching single digits. Further, in the upper tier of the Class A market
there is virtually no significant direct vacancy. The following is a
presentation of historic market vacancy rates since 1989 which will place
perspective on this analysis:

    ===================================================================
                              Office Market Vacancy
                            Center City Philadelphia
                              Historic Perspective
    ===================================================================
      Date                                  Rate       Available Space
    ===================================================================
    March, 1997                            14.50%     5,765,000 +/- SF
    December, 1996                         14.70%     5,844,000 +/- SF
    December, 1995                         15.68%     6,345,000 +/- SF
    December, 1994                         18.04%     7,256,000 +/- SF
    December, 1993                         18.01%     6,960,000 +/- SF
    December, 1992                         18.02%     6,993,000 +/- SF
    December, 1991                         14.13%     5,372,000 +/- SF
    December, 1990                         12.66%     4,757,000 +/- SF
    December, 1989                          9.46%     3,253,000 +/- SF
    ===================================================================
    Comparisons of data previous to 1994 are impacted by a
    restructuring of our proprietary database This restructuring
    included the addition, deletion and reclassification of various
    buildings in each submarket. Our process was the result of a full
    reexamination of the marketplace and implemented to provide the
    most accurate market analyses. The data since the beginning of
    1994 are consistent, the earlier data do provide historical
    perspective.
    ===================================================================

      The current overall market vacancy rate in center city has declined since
year-end 1994 from 18.04 percent. Market vacancy had been in the high teens
since 1992, yet over the last decade or so, overall vacancy has averaged about
13 percent. Interestingly, the vacancy that does exist in this market is
concentrated in the average and below average buildings. Older, lesser quality
office space cannot compete against newer, functional buildings and, in fact,
may never lease.

      The aggregate amount of these dysfunctional spaces is such that many
analysts are now suggesting structural vacancy to be well above the conventional
five percent utilized in past years. Thus, if one assumes that within the
aforementioned 14.5 percent vacancy rate is space that will never lease, the
true vacancy rate for competitive purposes would be much lower and more
reasonable.

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


                                      -14-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

Market Demand

      The primary measure of demand in the, analysis of an office market is
absorption. Office space absorption in Center City Philadelphia was negative
between 1991 and 1994, before this trend was reversed in 1995. Absorption
statistics for 1995 indicate that the Center City marketplace reflected a
positive absorption of approximately 685,000 square feet. Absorption during 1996
was a only 233,000 square feet, but was impacted by negative absorption in the
East Market Street corridor. West Market Street experienced positive absorption
for 1996. Although the levels are still below the "boom" years of the late
Eighties, they are most impressive considering the trends of the early Nineties.

      A second measure of market activity is leasing statistics which show the
amount of continued interest in a specific market and product type. Like
absorption, leasing activity declined from 1991 to 1993, although it did exhibit
a 30 percent increase in 1994. During 1995, leasing activity was very strong
with over 2,300,000 square feet leased, followed by 2,249,000 square feet in
1996. This trend has continued into 1997, albeit not at the same pace. Year-to-
date leasing activity in Center City Philadelphia has been approximately 371,000
square feet which is about 21,000 square feet lower than the same period of
1996. Nevertheless, on an annualized basis, the amount will approach 1.5 million
square feet.

      Current absorption and leasing statistics do indicate the market's
continued interest in center city among the users of office space. The following
chart outlines leasing and absorption statistics since 1990:

       ===================================================================
                             Office Market Activity
                        Absorption and Leasing Statistics
                            Center City Philadelphia
       ===================================================================
          Date                 Absorption               Leasing
       ===================================================================
       March, 1997           136,000 +/- SF         371,000 +/- SF
       1996                  213,000 +/- SF       2,249,000 +/- SF
       1995                  685,000 +/- SF       2,312,000 +/- SF
       1994                 -794,000 +/- SF       1,727,000 +/- SF
       1993                 -128,000 +/- SF       1,323,000 +/- SF
       1992                 -787,000 +/- SF       1,780,000 +/- SF
       1991                  -41,000 +/- SF       2,861,000 +/- SF
       1990                1,997,000 +/- SF       2,325,000 +/- SF
       ===================================================================

      The typical occupants of office space, the service industries plus
finance, insurance and real estate oriented businesses, were severely affected
by the economic recession which began about mid-year 1990. While the recession
has ended, job growth has not returned in any significant manner. Consolidations
in other industries which might utilize office space have also served to curtail
demand. When and until economic conditions dramatically improve to create new
office employment, demand of office space throughout the Delaware Valley will
suffer.

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


                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      During the 1990's, a number of firms have announced space downsizing or a
termination of occupancy in Center City Philadelphia. Office occupancies are now
being affected by American business' need to compete globally and an application
of new technologies to the way white collar employment is conducted. In order to
compete, many corporations are downsizing their operations, forcing fewer
employees to do more in less space. Also, technologies like portable phone
systems and voice mail enable many to work for extended periods outside their
base of operations.

      We note corporate downsizings as well as companies such as Provident
Mutual Life which will be leaving the central business district. The largest
tenant at Eleven Penn Center and 1818 Market Street, Colonial Penn Insurance,
has vacated its space to occupy a building purchased at 399 Market Street. One
large user, PNC Bank, had a requirement for approximately 300,000 square feet
and re-located to the former Provident Mutual space at 1600 Market Street. PNC
will be vacated mostly Class B+/A- space among several buildings.

      Other "wild card" type events that may or may not impact the market are
the recent merger trend among several of Philadelphia's major banking
institutions. These types of mergers usually result in overlapping employment
and eventual reductions in space requirements. Also, as a result of the recent
acquisition by Norfolk Southern and CSX, it is expected that ConRail will place
over 500,000 square feet of space back on the market at Two Commerce Square. The
recent merger announcement between Bell Atlantic and Nynex will result in the
corporate elimination of 3,000 jobs. No estimate of the impact this planned
elimination will have on Bell Atlantic's downtown headquarters has been
determined. It is noted however that Bell Atlantic is moving a significant
number of employees from the One Parkway Building into its corporate
headquarters. Also, Raytheon appears to be poised to place over 300,000 square
feet of sub-let space onto the market at the United Engineers building, as this
tenant is relocating to Princeton, New Jersey. Finally, market participants are
also expecting Cigna to reduce its CBD presence at Two Liberty Place.

      On the positive side, there have been several large tenants who have
recently committed to leasing large blocks of space in the future. The largest
requirements came from the law firms of Morgan, Lewis and Bockius (220,000
square feet) and Blank, Rome, Comiskey & McCauley (130,000 square feet). Morgan,
Lewis & Bockius (MLB) will relocate from One Logan Square to the former Six Penn
Center which will be renovated by its owner, the Rubin Organization. Blank, Rome
will move to the lower floors of One Logan Square, while the law firm of
Drinker, Biddle & Reath will occupy the majority of the former MLB space. The
law firm of Wolf, Block, Shorr, & Solis-Cohen is also seeking to relocate from
the aging Packard Building, but recently signed a one year extension within that
building. The Department of Environmental Protection is in the market for
300,000 square feet and will likely relocate from 841 Chestnut Street. The
Department of Health and Human Resources will likely follow DEP. Finally, Smith
Kline Beecham has a requirement for 200,000 square feet and has requested bids
from developers to construct a building on its site at 15th and Spring Garden
Streets.

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


                                      -16-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      Many smaller tenants whose businesses are not tied to this central
business district are relocating to the suburbs where taxes are lower and
services are greater. In the Philadelphia region, the differential in occupancy
costs between leasing in the city versus the suburbs, depending on the
sub-market, can be quite significant. For instance, tenants within the City of
Philadelphia are subject to real estate taxes which can be as high as $3.00 per
square foot while those realty taxes in the suburbs can be less than half that
amount. Additionally, tenants within the City of Philadelphia are subject to a
Use and Occupancy Tax equivalent to $4.62 per $100 of assessed value. In the
case of the subject, that would add approximately $1.22 per square foot to the
tenant's lease costs.

      Other municipal taxes not levied in the suburbs include the Wage Tax
(4.96% on residents; 4.3125% on non-residents), the Business Privilege Tax
(.325% on gross receipts), and the Business Net Income Tax (6.5% on net taxable
income). However, recent rapidly increasing rental rates in the suburbs has
served to mitigate the inducement for firms to locate in the suburbs. On a
national basis, many market participants are expecting some tenants will move
into the city from the suburbs, particularly those with international business
functions.

      Nevertheless, large space users such as government, law firms, insurance
companies, and financial institutions are tied to the city as they typically
require a sizable, moderately priced labor pool in the operation of their
businesses. As the financial and governmental core of the fourth largest
metropolitan area in the nation, Center City Philadelphia should remain the
focal point of larger space users in moderately priced labor intensive
businesses. This labor pool is, in turn, highly dependent upon the public
transportation system which converges in Center City. It is this public
transportation network which provides the CBD with its primary competitive
advantage.

      It is true that job growth is occurring in the high tech/service oriented
businesses. However, many of these new jobs are frequently held by workers who
can perform their services from home offices, clients' offices or under
"hoteling" arrangements. Overall, the long term demand of office space, while
positive, will not approach historic levels.

      We previously alluded to the notion that many analysts are now
reconsidering what structural vacancy should be. Many now believe it should be
away from the traditional 5 percent toward something closer to 10 percent. Much
of the available space in the market today is functionally obsolete and will not
be occupied at any rental rate. Thus, based upon the current single digit
vacancy rate for Class A+ space, it would appear the supply/demand relationship
will approach equilibrium in the next three years. This, of course, bodes well
for current investors with the patience and wherewithal to wait for that
expected turn of events. Given the data available, it would appear that upside
potential in terms of rental rates exists in well located and functionally
designed office properties. This pricing pressure has been felt by those large
tenants in the market which recently extended leases due to the lack of good
quality, contiguous, high floor space in the CBD.

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


                                      -17-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

Rental Rates

      In a free economy, prices are set where supply and demand meet. The
average rental rates for Class A office space in the West Side of Broad Street
at the end of the first quarter 1997 was $19.47 per square foot of rentable
building area on a full service basis. In the East of Broad submarket, the
average quoted rent was $19.09 per square foot on a full service basis. As
previously noted, the price differential between asking rental rates for Class A
space east and west of Broad Street has largely disappeared. However, brokers
also note that the spread between the asking rental rate and actual market
rental rate is much more narrow in the market West of Broad Street as compared
to the market East of Broad. This indicates that there is still a certain
premium for Class A space West of Broad Street. A full service rental rate
includes all expenses paid by the landlord including electric.

      The current asking rent for Class A space west of Broad Street is
reflecting the first increase since 1992. The current average is dramatically
affected by the widespread elimination of free rent in the local market.
Building owners have in many cases brought their asking rental rates closer to
where the transactions are actually being signed. The following presentation
summarizes average full service face rental rates in the office market of Center
City Philadelphia over the last eight years. It is noted that these rates are
quoted rates. The actual contract rents would be somewhat less.

================================================================================
                            Average Face Rental Rates
                     Center City Philadelphia Office Market
                               Full Service Basis
================================================================================
   Date                     East of Broad                   West of Broad
                    ------------------------------------------------------------
                      Class A          Class B         Class A          Class B
================================================================================
March 1997           $19.09/SF        $15.88/SF       $19.47/SF        $14.58/SF
December, 1996       $19.02/SF        $15.77/SF       $19.39/SF        $14.55/SF
December, 1995       $19.46/SF        $15.79/SF       $19.89/SF        $14.76/SF
December, 1994       $19.96/SF        $14.74/SF       $20.79/SF        $15.11/SF
December, 1993       $19.32/SF        $14.85/SF       $21.71/SF        $17.16/SF
December, 1992       $21.18/SF        $15.46/SF       $22.70/SF        $15.67/SF
December, 1991       $20.78/SF        $15.48/SF       $24.84/SF        $15.99/SF
December, 1990       $20.55/SF        $15.94/SF       $25.69/SF        $17.66/SF
December, 1989       $20.75/SF        $17.94/SF       $26.98/SF        $18.18/SF
               
      Over the last half decade, average face rental rates in the Class A office
market in center city have declined at a compound annual rate of about 2.5
percent. By contrast, the Consumer Price Index in Philadelphia has increased at
a compound annual rate of 3.4 percent since December, 1989. It is notable how
the overall increase in vacancy negatively impacted rental rates. Under such
conditions, real estate values eroded from the highs achieved during the late
Eighties.

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


                                      -18-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      Eventually, a tight Class A office market will precipitate new
construction or renovation. The lack of a suitable contiguous block of upper
floor space appears to be the motivation behind Morgan, Lewis, & Bockius
agreeing to relocate to a building in need of complete retrofit. Another
indication of the reduction of contiguous space in quality buildings was the
recent decision of Cozen & O'Connor to restructure and extend its lease at the
Stock Exchange Building. In order to economically justify construction, users
must first be willing to pay higher rents than are now being achieved in the
competitive open market. The tightening of the office market is now putting
upward pressures on rental rates and downward pressures on tenant allowances. In
a recently published survey by Korpacz & Associates, almost two-thirds of the
participants indicated that they were now incorporating spikes in their rent
projections, but only in markets where absorption and rents are improving or are
likely to do so in the near term. Those who are unwilling to utilize rent spikes
feel it too speculative to predict the time of such an event or its magnitude
and will not base a purchase decision on them.

      Rent spikes are heavily dependent on local market conditions and those who
utilize them do so with extreme care. Hard evidence of a market comeback must
exist such as a diversified economic base, job growth, good current absorption
and a strong indication of higher rents. Thus, rent spikes in future projections
are not universally appropriate. Our experience with both portfolio valuation
and asset dispositions indicate most participants active in the Philadelphia CBD
office market are projecting rent spikes within their analyses. These
participants are expecting substantial rent increases in the period 1999-2001.
Nevertheless, most participants will view a compound annual average increase in
excess of five percent as unreasonable.

      The standard leasing practice for office space throughout the Philadelphia
Metropolitan Area calls for the tenant to pay a fixed minimum rent on a monthly
basis for a time ranging from three to five years although seven and ten year
terms are available with stated increase in the rent. In the traditional lease
agreement, the lessee is also responsible for increases in expenses over those
incurred during the initial year of occupancy. Rental rates and expenses are
typically expressed on the basis of the building's rentable area. Rentable area
includes all demised areas, all mechanical areas and all common areas of the
building. Vertical shafts are excluded from this measurement.

      While a number of variations in this leasing practice exist, the most
common is to separately charge the tenants for their own electric consumption.
In the current marketplace, the typical tenants electrical charge for power and
lights is approximately $1.25 per square foot of rentable building area. Thus,
where the market rental rate is perhaps $20.00 per square foot on a full service
basis, a developer can advertise his or her product at $18.75 per square foot
plus electricity when electricity in the initial year of occupancy is $1.25 per
square foot. Alternatively, many buildings in the upper tier of the market are
now quoting rents on a net basis with the tenant being responsible for a full
proportionate share of all real estate taxes and operating expenses. Thus, a
full service rent of $20.00 per square foot is equivalently to a net rent of
$10.00 when taxes and operating expenses are at $10.00 per square foot.

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


                                      -19-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

Rent Abatements

      Rent abatements had been standard inducement to tenants over the past
number of years, but are now not frequently being granted. Until the last year
and a half or so, rent abatements varied depending upon the size of the tenant,
its creditworthiness and the duration of the lease. These free rent periods
ranged from about six months free on a five year lease to a whole year on a ten
year lease. In the current marketplace, however, leases are more frequently
being negotiated wherein rent is paid on the first day of occupancy, but at an
effective rate which still accounts for the economic benefits of free rent to
the tenant. Though there are still instances of free rent being quoted, the
current marketplace is definitely characterized by effective rents.

Tenant Improvements' Costs

      In the leasing of new professional office space, a building standard for
interior finishes is established. Should a particular tenant desire interior
office finishes which exceed the established building standard, then the tenant
must reimburse the landlord for constructing these. The standard work letter for
new office space in Center City Philadelphia is approximately $25.00 to $35.00
per square foot of rentable area. Historically, the cost of tenant requested
interior office finishes which exceed these standards were traditionally borne
by the lessee. In relet space, however, the cost of tenant alterations is
considerably less as many materials can be recycled. Brokers indicate that it is
only the whole floor or larger user which can command the top tenant improvement
allowances. For smaller users, the work letter for new space declines to $15.00
to $20.00 per square foot.

      The trend of the current marketplace, particularly in second generation
space, has been to work with what is in place. From ownership's perspective,
cash for tenant improvements is scarce so that avoiding demolition and
reconstruction costs is important. We are informed that tenants are also less
demanding in their space improvements needs in order to secure a more favorable
rental rate in these competitive times for American business.

      In general terms, a simple re-painting, re-carpeting and cleaning of
ceiling tiles can cost from $8.00 to $10.00 per square foot of rentable area.
When some demolition and reconstruction is necessary, tenant improvement costs
easily escalate to the $15.00 to $20.00 per square foot range. A complete
demolition and reconstruction of a major tenant area or full floor will cost
from $25.00 to $35.00 per square foot in the current market. Attorney's firms,
prime occupants of office space in center city, require significantly more
partitioning; reinforced libraries, and a generally higher degree of finish
which can push costs to as much as $40.00 per square foot. The amortization of
these costs over the term of the lease is expensive and can further lower
ownership's return from its already depressed levels.

      Obviously, the current marketplace is still highly competitive in favor of
tenants as the supply of available space continues to exceed demand. In order to
win new tenants, landlords had been paying for tenant requested improvements
well over the standard work letters. In some instances, landlords were also
paying the tenants' moving charges, assuming the rental payments on the tenants'
existing leases, and even making cash bonus payments to the tenants in order to
entice them to a new project. Most of these types of concessions have ceased,
however, as conditions have improved.

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


                                      -20-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

Leasing Commissions

      During the Eighties, the typical commission structure in Center City
Philadelphia was 3 percent of effective rent (base rent net of free rent)
payable 50 percent at signing and 50 percent at occupancy. Additionally,
virtually all buildings downtown offered overrides to in-house brokers of
between 1.5 percent to 2 percent on co-brokered transactions. More recently,
commission structures have been changing at many Class A or A- buildings.
Whereas a higher commission of 4 percent or 5 percent often indicated
desperation on the part of the owner, today it is becoming a marketing strategy
to lure brokers who have a multitude of acceptable alternatives to show their
prospects.

      Examples of buildings which have increased their commissions to 4 percent
include 1600 Market Street, 1700 Market Street and 1818 Market Street. Including
overrides, brokerage commissions to ownership average 4.5 percent to 6.0 percent
of the effective rent. Conversely, the market quotes brokerage commissions of
between $4.50 and $6.00 per square foot of leased area.

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


                                      -21-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

Direct Competition

      The subject property was constructed, in 1981 at the beginning of the
building wave of new Class A office construction in the West of Broad Street
market area. The subject is a quality constructed office tower in a location
convenient to the regional highway system and public transportation. The
building is designed with small floor plates (8,900 square feet) which enables
relatively small tenants to project the strong image a full floor tenant
commands. Commercial brokers designate the subject as a Class A building,
indicating that its appeal is aligned with those buildings along West Market
Street which were constructed or renovated between the mid Seventies to the mid
Eighties. While the subject would compete primarily with these buildings for
office tenants, there is significant secondary competition from the Class B+
tier of the market due to space availability and rental rate considerations.
Cushman & Wakefield has identified several projects in downtown Philadelphia
which compete directly with the subject. The most directly competitive
properties are those constructed prior to 1985 and which represent the Class A
tier of the market. On the subsequent pages are profiles of these properties.

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


                                      -22-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

<TABLE>
<CAPTION>
=============================================================================================
                                  CENTRE SQUARE
                               1500 Market Street
                             Philadelphia, PA 19102
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: This two-towered office building with a five-story atrium
lobby features a 63-foot waterfall, glass enclosed balconies and marble and
brass accents. East Tower: 39 Floors, West Tower: 43-Floors.
=============================================================================================
<S>                 <C>                        <C>      
SQUARE FOOTAGE AND  Owner:                                   Metropolitan Life/RE Investments
FEATURES DATA:      Office Rentable Square Feet:                                    1,800,000
                    Percent Occupied:                                                      96
                    Year Built:                                                          1974
                    Number of Floors:                                                      43
                    Passenger/Freight Elevators:                                         43/1
                    Electricity:                                                     Included
                    Security:                                             24 Hr Staff/Monitor
                    Parking Ratio:                                                  0.20/1000
=============================================================================================
LOCATION DATA:      Miles to Airport (1)                                                    8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                             Market Street
                    Public Transportation:                                                Yes
                    Amenities                  Restaurants, snack shop bank, concourse access
                    Major Tenants:                Compacts Crop; Saul,, Eking Remake & Saul;,
                                                                         CoreStates Financial
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>     <C>                <C>                <C>                             <C>     
        13,000             LWR - MEZZ         $22.00 - $24.00                 Immediate

</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

CENTRE SQUARE (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>     <C>                    <C>            <C>                             <C>     
        13,000                 25             $22.00 - $24.00                 Immediate

        31,689                 35             $22.00 - $24.00                 Immediate
</TABLE>


                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                               1600 MARKET STREET
                               1600 Market Street
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Located at the southwest corner 16th & Market Streets, this
was the first all-reflective glass office building in the city.
=============================================================================================
<S>                 <C>                          <C>            
SQUARE FOOTAGE AND  Owner:                                      Market Street 1600 Assoc. LIP
FEATURES DATA:      Office Rentable Square Feet:                                      760,000
                    Percent Occupied:                                                      95
                    Year Built:                                                          1983
                    Number of Floors:                                                      39
                    Passenger/Freight Elevators:                                         17/1
                    Electricity:                                           Separately Metered
                    Security:                                                    24 Hour Desk
                    Parking Ratio:                                                      /1000
=============================================================================================
LOCATION DATA:      Miles to Airport (1)                                                    8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                             Market Street
                    Public Transportation:                                                Yes
                    Amenities                            Sandwich Shop/Banks Near Holiday Inn
                    Major Tenants:               PNC Bank, Schnader, Harrison,, Segal & Lewis
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>     <C>                   <C>             <C>                             <C>     
        1,512                 17              $19.00 - $21.00                 Immediate
 
        3,255                 17              $19.00 - $21.00                 Immediate
</TABLE>

               Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

1600 MARKET STREET (Continued)

<TABLE>
<CAPTION>
     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>     <C>                   <C>             <C>                            <C>     
        4,300                 25 SL               $16.75                     Immediate

        5,548                 26              $19.00 - $21.00                Immediate

        5,800                 32              $19.00 - $21.00                Immediate
 
       15,751                39 SL                 $20.00                    Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                               1700 MARKET STREET
                               1700 Market Street
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Located at the southeast corner of 17th and Market Streets,
1700 Market Street has a five-level garage for over 600 cars attached to the
building. A comprehensive renovation program was completed in spring 1988.
=============================================================================================
<S>                  <C>                          <C>
SQUARE FOOTAGE AND   Owner:                                      Prudential Realty Group/ASAP
FEATURES DATA:       Office Rentable Square Feet:                                     840,792
                     Percent Occupied:                                                     90
                     Year Built:                                                         1969
                     Number of Floors:                                                     34
                     Passenger/Freight Elevators:                                        16/1
                     Electricity:                                                    Included
                     Security:                                                   24 Hour Desk
                     Parking Ratio:                                                 1.00/1000
=============================================================================================
LOCATION DATA:       Miles to Airport (1)                                                   8
                     Miles to Airport (2)                                                   0
                     Access Highway:                                            Market Street
                     Public Transportation:                                               Yes
                     Amenities                     Day care center; ATM; Pharmacy; Restaurant
                     Major Tenants:             Xerox Corp.; Fidelity Bank; Deloitte & Touche;
                                                                   Keystone Mercy Health Plan
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>     <C>                <C>                <C>                            <C>     
        21,469             LWR - LVL          $18.00 - $22.00                Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

1700 MARKET STREET (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                <C>                         <C>     
      59,768 Group B          8-9                  N/A                       Immediate

      29,884 B                 8                  $15.00                     Immediate

      29,884 B                 9                  $15.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                               1818 MARKET STREET
                               1818 Market Street
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: This building has a white concrete exterior and is located
on the southeast corner of 19th & Market Streets. A parking lot for 350 cars is
within the building. Recently renovated.
=============================================================================================
<S>                 <C>                               <C>
SQUARE FOOTAGE AND  Owner:                                                          Equitable
FEATURES DATA:      Office Rentable Square Feet:                                      947,000
                    Percent Occupied:                                                      79
                    Year Built:                                                          1974
                    Number of Floors:                                                      37
                    Passenger/Freight Elevators:                                         18/1
                    Electricity:                                                  Sub-Metered
                    Security:                                                    24-Hour Desk
                    Parking Ratio:                                                  3.00/1000
=============================================================================================
LOCATION DATA:      Miles to Airport (1)                                                    8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                             Market Street
                    Public Transportation:                                                Yes
                    Amenities                         Adjacent Holiday Inn, Banks, Restaurant
                    Major Tenants:                   Day & Zimmerman Inc;, LaBrum & Doak; DE,
                                               Group, Right Manag/Tropp & Ayers/Nigro/Zurich,
                                                    Bagby, State Of PA - Court Administration
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                         <C>     
      1,495                   13                  $19.50                      Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

1818 MARKET STREET (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                   <C>                 <C>                          <C>     
       14,351                  14                  $19.50                    Immediate

       13,100                 16 SL            $13.00 - $17.00               Immediate

        6,219                  23                  $19.50                    immediate

      150,000                24 - 28               $19.50                    Immediate

        1,657                  31                  $19.50                    Immediate

        1,974                  32                  $19.50                    Immediate

        3,310                  35                  $19.50                    Immediate

        2,129                  37                  $19.50                    Immediate

        2,313                N/A SL                    N/A                   Immediate

        2,500                N/A SL                $17.00                    Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                           PHILADELPHIA STOCK EXCHANGE
                               1900 Market Street
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Between 19th & 20th Streets, the Philadelphia Stock
Exchange has a skylighted courtyard, glass elevators, trees, plants and
fountains in its court. A restaurant and Deli are in the building as well as
street level retail space.
=============================================================================================
SQUARE FOOTAGE AND  Owner:                                      Institutional Property Assets
FEATURES DATA:      Office Rentable Square Feet:                                      386,000
                    Percent Occupied:                                                      95
                    Year Built:                                                          1981
                    Number of Floors:                                                       8
                    Passenger/Freight Elevators:                                         10/1
                    Electricity:                                                Plus Electric
                    Security:                                             24hr Grd/Motion Dtr
                    Parking Ratio:                                                      /1000
=============================================================================================
LOCATION DATA:      Miles to PHI Airport (1)                                                8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                             Market Street
                    Public Transportation:                                                Yes
                    Amenities                             1 block Holiday Inn Penn Center Inn
                    Major Tenants:              Cozen & O'Connor, Phila.Stock Exchange, Smith
                                                                                Kline Beckman
=============================================================================================
AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                      <C>                <C>                        <C>     
      8,755                    5                  $24.00                     immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

PHILADELPHIA STOCK EXCHANGE (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                      <C>                <C>                        <C>     
      3,660                    5                  $24.00                     Immediate

      6,167                    6                  $24.00                     Immediate
</TABLE>

               Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                               2000 MARKET STREET
                               2000 Market Street
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Black exterior with solar-bronze windows located at
southwest corner of 20th & Market Streets. Parking nearby. Restaurant and bank
facilities within building. - FOR SALE -
=============================================================================================
<S>                 <C>                         <C> 
SQUARE FOOTAGE AND  Owner:                                    Metropolitan Life Insurance Co.
FEATURES DATA:      Office Rentable Square Feet:                                      650,000
                    Percent Occupied:                                                      90
                    Year Built:                                                          1973
                    Number of Floors:                                                      29
                    Passenger/Freight Elevators:                                         16/1
                    Electricity:                                                     Included
                    Security:                                                    24-Hour Desk
                    Parking Ratio:                                                      /1000
=============================================================================================
LOCATION DATA:      Miles to Airport (1)                                                    8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                             Market Street
                    Public Transportation:                                                Yes
                    Amenities                              Restaurants Holiday Inn Two Blocks
                    Major Tenants:               Atochem, Fox Rothchild et al, Brotherhood of
                                                           employees, Atochem, Stock Exchange
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
      25,666                  6                   $18.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

2000 MARKET STREET (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
      14,480                    7                 $18.00                     Immediate
                        
      12,000                   12                 $18.00                     Immediate
                        
       3,600                   13                 $18.00                     Immediate
                        
       2,000                   14                 $18.00                     Immediate
                        
       7,000                   29                 $18.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                               7 PENN CENTER PLAZA
                               1635 Market Street
                             Philadelphia, PA 19102
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Located on NE corner of 17th & Market Streets, this marble
and granite base building provides a striking appearance, Originally designed as
the IBM regional headquarters. Completely Renovated.
=============================================================================================
<S>                 <C>                          <C>
SQUARE FOOTAGE AND  Owner:                                                        Arden Group
FEATURES DATA:      Office Rentable Square Feet:                                      296,000
                    Percent Occupied:                                                      83
                    Year Built:                                                          1968
                    Number of Floors:                                                      21
                    Passenger/Freight   Elevators:                                        6/1
                    Electricity:                                           Separately Metered
                    Security:                                             24 Hour Manned Sec.
                    Parking Ratio:                                                      /1000
=============================================================================================
LOCATION DATA:      Miles to Airport (1)                                                    8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                             Kennedy Blvd.
                    Public Transportation:                                                Yes
                    Amenities                    Direct Concourse Access to Suburban Station;
                                                    Three on-site restaurants; Bank with ATM;
                    Major Tenants:                                                Reich Group
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
      5,341                   5                   $20.75                     Immediate

      6,000                   8                   $19.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

7 PENN CENTER PLAZA (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
       3,117                  13                  $20.75                     Immediate

      14,330 B                14                  $20.00                     Immediate

       5,995                  18                  $20.00                     Immediate

      14,072                  19                  $19.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                               1601 MARKET STREET
                                 1601 Market St.
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: This building has redesigned common areas on the
multi-tenant floors as well as the highly acclaimed lobby renovations by Cope
Linder Associates.
=============================================================================================
SQUARE FOOTAGE AND  Owner:                                             Equity Office Holdings
FEATURES DATA:      Office Rentable Square Feet:                                      700,000
                    Percent Occupied:                                                      94
                    Year Built:                                                          1970
                    Number of Floors:                                                      36
                    Passenger/Freight Elevators:                                          15/
                    Electricity:                                                     Included
                    Security:                                                     Kastle Card
                    Parking Ratio:                                                      /1000
=============================================================================================
LOCATION DATA:      Miles to Airport (1)                                                    8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                             Market Street
                    Public Transportation:                                                Yes
                    Amenities                              Concourse access near Ritz-Carlton
                    Major Tenants:                                 Arthur Anderson & Co, IRS,
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
      8,972                    3                  $20.00                     01-Sep-97

      2,322                    7                  $20.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

1601 MARKET STREET (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
       4,257                   8                  $20.00                     Immediate

       9,659                  15                  $20.00                     Immediate

       8,556                 17 SL                $15.00                     Immediate

       3,654                  23                  $20.00                     Immediate

       9,142                  33                  $20.00                     01-Apr-98

      14,850                  36                  $20.00                     01-Apr-98
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                               8 PENN CENTER PLAZA
                         1637 John F. Kennedy Boulevard
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Located at the southeast corner of 17th and John F Kennedy
Blvd., this building has a three-story atrium and a poured concrete exterior
with an unusual curved facade. Retail space is on the first and second floors.
=============================================================================================
<S>                 <C>                                            <C>
SQUARE FOOTAGE AND  Owner:                                                    Steinhart Ptrs.
FEATURES DATA:      Office Rentable Square Feet:                                      237,000
                    Percent Occupied:                                                      59
                    Year Built:                                                          1981
                    Number of Floors:                                                      22
                    Passenger/Freight   Elevators:                                        6/1
                    Electricity:                                           Separately Metered
                    Security:                                              Card Op Sec System
                    Parking Ratio:                                                      /1000
=============================================================================================
LOCATION DATA:      Miles to Airport (1)                                                    8
                    Miles to Airport (2)                                                    0
                    Access Highway:                                      JF Kennedy Boulevard
                    Public Transportation:                                                Yes
                    Amenities                                       Philadelphia Centre Hotel
                    Major Tenants:                                             Tucker Anthony
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
      50,000                 3 - 7                $16.50                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

8 PENN CENTER PLAZA (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
       1,235                   8                  $16.50                     Immediate

       9,928                   9                  $16.50                     Immediate

      15,606                13 - 14               $16.50                     Immediate

       5,721                  17                  $16.50                     Immediate

      14,165                19 - 21               $16.50                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                              10 PENN CENTER PLAZA
                               1801 Market Street
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Located at the northwest corner of 18th & Market Streets, 10 
Penn Center Plaza has a red brick exterior with bronze glass.
=============================================================================================
<S>                  <C>                           <C>
SQUARE FOOTAGE AND   Owner:                                                Rubenstein Company
FEATURES DATA:       Office Rentable Square Feet:                                     636,000
                     Percent Occupied:                                                     89
                     Year Built:                                                         1981
                     Number of Floors:                                                     27
                     Passenger/Freight Elevators:                                        14/1
                     Electricity:                                                    Included
                     Security:                                                  Guard-24 Hour
                     Parking Ratio:                                                     /1000
=============================================================================================
LOCATION DATA:       Miles to PHI Airport (1)                                               8
                     Miles to Airport (2)                                                   0
                     Access Highway:                                            Market Street
                     Public Transportation:                                               Yes
                     Amenities                                 Bank, Gift Shop, Travel Agency
                     Major Tenants:                    Sun Oil, Janney Montgomery, Scott; CDI
=============================================================================================

<CAPTION>

AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
      11,663                  2 SL                $16.00                     Immediate

      25,000                   7                  $18.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

10 PENN CENTER PLAZA (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
       8,600                  12                  $18.00                     Immediate
 
      24,580                 14 SL                $16.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                                UNITED ENGINEERS
                              30 South 17th Street
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: Granite exterior with solar dual pane windows located on
17th street between Ludlow and Panstead. Restaurant and bank facilities within
building. Nineteenth floor may be coming available.
=============================================================================================
<S>                  <C>                        <C>
SQUARE FOOTAGE AND   Owner:                                       Shuwa Trust of Philadelphia
FEATURES DATA:       Office Rentable Square Feet:                                     600,000
                     Percent Occupied:                                                     95
                     Year Built:                                                         1975
                     Number of Floors:                                                     20
                     Passenger/Freight Elevators:                                        11/1
                     Electricity:                                                    Included
                     Security:                                                   24 Hour Desk
                     Parking Ratio:                                                 0.30/1000
=============================================================================================
LOCATION DATA:       Miles to Airport (1)                                                   8
                     Miles to Airport (2)                                                   0
                     Access Highway:                                              17th Street
                     Public Transportation:                                               Yes
                     Amenities                               Restaurant/Bank Near Holiday Inn
                     Major Tenants:           Raytheon, Price Waterhouse, Prudential Security
=============================================================================================

<CAPTION>

                AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
<S>   <C>                     <C>                 <C>                        <C>     
       30,000                 19                  $20.00                     Immediate

      300,000                 N/A                   N/A                      Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

<TABLE>
<CAPTION>
                                ONE LOGAN SQUARE
                             18th and Cherry Streets
                             Philadelphia, PA 19103
=============================================================================================

                                    [PHOTO]

=============================================================================================
BUILDING DESCRIPTION: This building has a dark gray exterior and is adjacent to
the Four Seasons Hotel overlooking the Art Museum and Logan Circle. It is across
from a 600-car parking garage.
=============================================================================================
<S>                 <C>                       <C>
SQUARE FOOTAGE AND  Owner:                                             The Rubenstein Company
FEATURES DATA:      Office Rentable Square Feet:                                      570,000
                    Percent Occupied:                                                      95
                    Year Built:                                                          1983
                    Number of Floors:                                                      30
                    Passenger/Freight Elevators:                                         13/1
                    Electricity:                                           Separately metered
                    Security:                                                    24 Hour Desk
                    Parking Ratio:                                                      /1000
=============================================================================================
LOCATION DATA:      Miles to PHI Airport (1)                                                8
                    Miles to NEP Airport (2)                                                0
                    Access Highway:                                       18th St./BF Parkway
                    Public Transportation:                                                Yes
                    Amenities                           Mortons Restaurant/Four Seasons Hotel
                    Major Tenants:                       Legion Insurance Corporation/General
                                               Reinsurance Corporation/Blank, Rome, Comisky & 
                                                                                     McCauley
=============================================================================================

<CAPTION>

               AVAILABILITIES:

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
      <S>                     <C>                 <C>                        <C>     
      6,300                   13                  $24.00                     Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

ONE LOGAN SQUARE (Continued)

<TABLE>
<CAPTION>

     SF Available             Floor              Base Rent                   Possession
     Smallest Div         Avail Status           Rent Type                   Lease Term
     ============         ============        ===============                ===========
      <S>                     <C>             <C>                            <C>     
      7,066                   29              $20.00 - $23.00                Immediate

      9,159                   30              $20.00 - $24.00                Immediate

      5,540                   30                   $24.00                    Immediate
</TABLE>

                Source: Cushman & Wakefield of Pennsylvania, Inc.
<PAGE>

                                                                 Market Analysis
================================================================================

      On the opposing page is a chart which outlines the direct competition for
the subject property. A review of the forgoing indicates a total inventory of
approximately 8,900,000 square feet of directly competitive space in 14
buildings. There are about 998,000 square feet of space available in these
buildings, representing a vacancy rate of 11.2 percent. Therefore, the directly
competitive properties are experiencing a higher overall vacancy rate than the
entire Class A market West of Broad Street, which is currently 10.3 percent. The
lower overall vacancy rate is reflective of the extremely high occupancy
exhibited by the Class A+ tier of the market. The vacancy rate among the
directly competitive properties is skewed somewhat by 8 Penn Center, a decidedly
inferior building. Additionally, both 1700 Market Street and 1818 Market Street
offer significant current availabilities. The current office vacancy at the
subject, after considering all executed leases, is less than 1 percent.

      The asking rental rates for comparable Class A space ranges from $16.50
per square foot plus electric at the aforementioned 8 Penn Center to $24.00 per
square foot plus electric at One Logan Square. However, office brokers also
indicate that the market rent for these buildings is primarily between $18.00
and $22.00 per square foot, plus electric with upper floors commanding a
premium.

Current and Potential Market Dynamics

      Previously we have noted corporate downsizings as well as companies such
as Provident Mutual Life which left the central business district. The largest
tenant at Eleven Penn Center and 1818 Market Street, Colonial Penn Insurance,
vacated their space to occupy a building they purchased at 399 Market Street.
One large user, PNC Bank, had a requirement for approximately 220,000 square
feet and it recently occupied the former Provident Mutual Space at 1600 Market
Street. PNC vacated mostly Class B+ space among several buildings. As we
previously noted, other "wild card" type events that may or may not impact the
market is the recent merger trend among several of Philadelphia's major banking
institutions. These types of mergers usually result in overlapping employment
and eventual reductions in space requirements. Also, it is rumored that ConRail
will place space back on the market and Raytheon will sublet space at the United
Engineers Building. Additionally, market participants are expecting Cigna to
reduce its CBD presence at Two Liberty Place. Finally, it appears the previously
"mothballed" 1650 Arch Street will begin marketing space and undergo retrofit.

      On the positive side, several large tenant moves which will further
tighten the CBD market. Although Morgan, Lewis & Bockius will be leaving a gap
in One Logan Square, Drinker, Biddle & Reath will fill most of the space. Blank,
Rome will also be occupying the lower floors of One Logan Square. Both of these
firms will primarily be vacating Class B buildings.

Market Rental Estimates

      The subject property offers certain positive characteristics which include
an attractive and functional design, its mechanical systems, life safety
systems, level of maintenance, location, and quality ownership.

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


                                      -23-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      In the Income Capitalization Approach to this report, we have identified
several recent transactions in this market. These transactions have been
segregated into minor office tenant leases and first floor retail space. Minor
office tenant transactions indicate an average rent of approximately $16.03 per
square foot on a full service basis to $19.30 per square foot on a full service
basis. Recent lease transactions at the subject property have been structured at
between $16.55 to $18.64 per square foot on a gross basis. The few vacant suites
at the subject property are currently being marketed at rental rates ranging
from $17.00 to $18.00 per square foot on a gross basis.

      Retail leases on the ground floor of office towers in the West Market
Street office sector typically range from $18.50 per square foot gross to $35.00
per square foot on a net basis. The leases at the subject property are
structured on a gross basis and range from $31.00 to $40.00 per square foot.

      In our analysis, after discussions with property management, as well as
our analysis of recent market transactions at the subject and at competing
facilities, we have come to a conclusion of market rent for the various
categories of space at the subject. These market rental rates are exhibited on
the following chart.

================================================================================
                               1760 Market Street
                            Economic Rental Estimates
================================================================================
        Tenant             Market                      Tenant
         Type               Rent         Term        Improvements      Expenses
================================================================================
Storage                   $ 8.00/sf      5 yrs.          -0-            Gross
- --------------------------------------------------------------------------------
Retail (Market St.)       $35.00/sf      5 yrs.        $18.00           Gross
- --------------------------------------------------------------------------------
Retail (18th Street)      $32.00/sf      5 yrs.        $18.00           Gross
- --------------------------------------------------------------------------------
Office                    $17.75/sf      5 yrs.        $18.00           Gross
================================================================================

Buyer Characteristics
      Knowledgeable brokers indicate that the overall rate on net operating
income for the sale of an office building in Philadelphia would need to be above
9 percent to attract investor interest. Buyers are keying-in on the sale price
per square foot as an important financial indicator. It is reported that most
buyers of available Class A-/B+ buildings are interested in properties between
$50.00 and $85.00 per square foot.

      The subject property, as noted, is a Class A building which would warrant
something toward the upper end of the range based upon its ability to generate a
return on invested capital. Almost regardless of the income characteristics,
buyers believe that, with replacement costs of approximately $200.00 to $250.00
per square foot, properties below $125.00 per square foot will generate a
substantial return over time.

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


                                      -24-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

      It is also being reported that the traditional institutional investors are
again actively seeking Class A CBD buildings for their portfolios. These
institutional investors include pension funds and foreign investors. Due to the
weakening of the dollar, U.S. real estate appeals to Asian and European
investors. REITs are particularly attractive to the Dutch investor due to
favorable tax treatment of dividend income. Reduced yields on other asset
classes have shifted investors toward CBD office product where significant
upside potential still exists. Recently, the Philadelphia market has attracted
these institutional investment groups. 1601 Market Street was acquired by an
affiliated partnership of Samuel Zell, while the note sale for Two Logan Square
attracted significant interest and was eventually acquired by Blackstone and a
local investment group.

      1818 Market Street received several qualified offers from both domestic
and foreign investment groups as did 2000 Market Street. Cushman & Wakefield is
currently marketing 1700 Market Street and has received bona fide offers from
more than seven diversified investor groups. This type of activity has
reinforced the market perception that Philadelphia is a recovering office market
with both near and long term potential for increased rents and higher yields. In
each of the latter two transactions, the existing vacancy within these buildings
was viewed as an opportunity to increase yield by leasing into an improving
marketplace.

Conclusions

      The Center City office market in which the subject competes is now
experiencing an overall vacancy rate of 14.5 percent. This vacancy rate is
deceptive as a survey of direct competition generates a vacancy rate closer to
11% percent. In response to the imbalance between supply and demand, rental
rates have steadily declined over the last five years. Absorption had been
negative for the past four years prior to 1995 and leasing activity had dropped.
A migration outward to the less expensive suburbs, a slow recovery in employment
for office workers, corporate consolidations, and a basic change in the ways
white collar employment is conducted is behind the lack of demand. Despite this,
there has been a short term trend towards increased leasing activity and
positive absorption for 1995 and 1996.

      The subject property is currently 99 percent occupied. The complex
represents one of the highest quality, smaller investment properties in the City
of Philadelphia. There are currently two tiers for sales in the marketplace. One
tier is for institutional grade property with quality tenants on long term
leases or lease guarantees. The second tier is for properties which would be
perceived as requiring entrepreneurial efforts in order to lease remaining
blocks of vacant space. Buyers are seeking such properties at discounts between
40 percent and 60 percent of replacement cost new. Assuming new construction
costs average $225 per square foot, the range in pricing would be $90 to $125
per square foot. Due to the lower magnitude of investment required for
acquisition of the subject, we believe it would appeal to a broad range of
investors, including many smaller institutional funds.

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


                                      -25-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                 Market Analysis
================================================================================

Exposure Time

      Exposure Time is defined as the estimated length of time the property
interest being appraised would have been offered on the market prior to the
hypothetical consummation of a sale at the estimated market value on the
effective date of the appraisal. It is a retrospective estimate based upon an
analysis of past events assuming a competitive and open market. Thus, Exposure
Time is presumed to precede the effective date of the appraisal.

      Our analysis of comparable sales indicates that an exposure time of
between 6 and 9 months was typical for Class A office buildings in Center City
Philadelphia. Therefore, based upon our analysis of comparable sales in
conjunction with the physical, locational and economic characteristics of the
subject property, it is our opinion that an exposure time of approximately six
months would be typical prior to our market value conclusion as of the date of
valuation.

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


                                      -26-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

The Subject Property

      The subject property is a 14 story Class A office building situated at the
southeast corner of 18th and Market Streets in Philadelphia, Pennsylvania. The
improvements were constructed in 1981 and, according to management, contain a
rentable area of 123,536+/- square feet on an 8,944+/- square foot site. The
following is a more detailed description of the subject property.

Site Description - 1760 Market Street

Location:                            Southeast Corner of 18th Street and Market
                                     Street Philadelphia, Pennsylvania

Shape:                               Rectangular

Land Area:                           0.21 +/- acres

Frontage:                            52' along the south side of Market Street;
                                     172' along the east side of 18th Street

Topography:                          Level at street grade

Street Improvements:                 Concrete curbs and sidewalks

Access:                              Vehicular access to the property is
                                     considered very good. Market Street is a
                                     100' wide right-of-way and the primary
                                     east/west artery in the CBD providing
                                     traffic flow in an easterly direction.
                                     Eighteenth Street permits traffic flow in a
                                     northerly direction.

Soil Conditions:                     We did not receive nor review a soil
                                     report. However, we assume that the soil's
                                     load-bearing capacity is sufficient to
                                     support the existing structure. We did not
                                     observe any evidence to the contrary during
                                     our physical inspection of the property.
                                     The tract's drainage appears to be
                                     adequate.

Land Use Restrictions:               We were not given a title report to review.
                                     We do not know of any easements,
                                     encroachments, or restrictions that would
                                     adversely affect the site's use. However,
                                     we recommend a title search to determine
                                     whether any adverse conditions exist.

Flood Hazard:                        According to Community Panel No.
                                     420757-0035D, National Flood Insurance Rate
                                     Map, effective March 19, 1982, the subject
                                     property is in Flood Hazard Zone C and,
                                     therefore, does not require flood hazard
                                     insurance.

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


                                      -27-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                            Property Description
================================================================================

Wetlands:                            We were not given a Wetlands survey. If
                                     subsequent engineering data reveal the
                                     presence of regulated wetlands, it could
                                     materially affect property value. We
                                     recommend a wetlands survey by a competent
                                     engineering firm.

Hazardous Substances:                We observed no evidence of toxic or
                                     hazardous substances during our inspection
                                     of the site. However, we are not trained to
                                     perform technical environmental inspections
                                     and recommend the services of a
                                     professional engineer for this purpose.

Improvements Description - 1760 Market Street
General Description

    Year Built:                      1981

    Number of Floors:                14

    Gross Leasable Area:             125,000 square feet

    Net Rentable Area:               123,536 square feet

    Typical Floor Plate:             8,929 square feet

Construction Detail:
    Foundation:                      Poured reinforced concrete caissons and 
                                     column pads.

    Framing:                         Fireproofed structural steel.

    Floors:                          Reinforced concrete slab on grade; elevated
                                     tower floors are poured concrete over steel
                                     decking.

    Exterior Walls:                  Face brick and glass.

    Roof Cover:                      Flat, insulated roof with ballasted cover
                                     over concrete deck.

    Windows:                         Tinted insulated windows in metal frames.

    Pedestrian Doors:                Revolving and bi-parting aluminum and plate
                                     glass pedestrian doors.

    Loading Doors                    Loading is provided along Ludlow Street

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


                                      -28-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                            Property Description
================================================================================

Mechanical Detail
    Heating and Cooling:             The HVAC system consists of water source
                                     heat pumps installed in the ceiling plenum
                                     in tenant spaces and common areas. An
                                     electrical boiler and evaporative cooling
                                     towers are installed to provide heating and
                                     condensing for the water source loop.

    Elevator Service:                Four, automatic passenger elevators service
                                     the building.

    Electric Service:                Commercial grade electric service. The
                                     building is not separately metered for
                                     tenant electric.

    Fire Protection:                 100 percent wet sprinklered throughout;
                                     integrated smoke evacuation, fire
                                     annunciation and elevator recall system.

    Security:                        Security cameras monitored by lobby
                                     personnel; and card key system for after
                                     hours entry.

Interior Detail
    Layout:                          The basic design of the building provides
                                     for a grade level retail/lobby area, and
                                     upper floor offices in the 14 story 
                                     structure.                            

                                     Lobby Level - The main entrance to the
                                     building is off of 18th Street. The lobby
                                     is one story in height and framed in marble
                                     and painted gypsum. The lobby features
                                     approximately 4,383 square feet of
                                     office/retail space which is entirely
                                     occupied by two tenants. The tenants are
                                     Charles Schwab (3,135 s.f.) and Saladworks
                                     (1,248 s.f.).                            

                                     Office Tower - The office tower consists of
                                     floors 2 through 14. Floor plates for full
                                     floor users are 8,900 square feet.

   Floor Covering:                   Granite in lobby; carpet & vinyl tile in
                                     offices.

   Walls:                            Typical wall covering is painted or vinyl
                                     covered gypsum.

   Ceilings:                         Typical ceiling finish is suspended tiles
                                     in aluminum grid system.

   Lighting:                         Recessed fluorescent and incandescent
                                     lighting.

   Restrooms.                        Men's and women's restrooms are located on
                                     each floor.

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


                                      -29-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                            Property Description
================================================================================

Site Improvements
    Parking:                         No on-site parking.

    On-Site Landscaping:             None.

Americans With Disabilities Act:     The Americans With Disabilities Act (ADA)
                                     became effective January 26, 1992. We have
                                     not made, nor are we qualified by training
                                     to make, a specific compliance survey and
                                     analysis of this property to determine
                                     whether or not it is in conformity with the
                                     various detailed requirements of the ADA.
                                     It is possible that a compliance survey and
                                     a detailed analysis of the requirements of
                                     the ADA could reveal that the property is
                                     not in compliance with one or more of the
                                     requirements of the Act. If so, this fact
                                     could have a negative effect upon the value
                                     of the property. Since we have not been
                                     provided with the results of a survey, we
                                     did not consider possible non- compliance
                                     with the requirements of ADA in estimating
                                     the value of the property.

Hazardous Substances:                We are not aware of any potentially
                                     hazardous materials (such as formaldehyde
                                     foam insulation, asbestos insulation, radon
                                     gas emitting materials, or other
                                     potentially hazardous materials) which may
                                     have been used in the construction of the
                                     improvements. However, we are not qualified
                                     to detect such materials and urge the
                                     client to employ an expert in the field to
                                     determine if such hazardous materials are
                                     thought to exist.

Design Features and Functionality:   The subject property provides quality
                                     office space in a functional design. The
                                     relatively small floor plate provides
                                     smaller tenants with a higher profile than
                                     at larger floor plate buildings. The design
                                     permits efficient demising capability for
                                     multi-tenant floors as well.

Physical Condition:                  Our inspection of the subject property
                                     indicates that the building is constructed
                                     with high quality materials and is in good
                                     overall condition. By virtue of its quality
                                     and design, the building remains very
                                     competitive with other Class A buildings in
                                     the Philadelphia CBD.

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


                                      -30-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                            Property Description
================================================================================

                                     We did not inspect the roof of the building
                                     or make a detailed inspection of the
                                     mechanical systems. The appraisers,
                                     however, are not qualified to render an
                                     opinion as to the adequacy or condition of
                                     these components. The client is urged to
                                     retain an expert in this field if detailed
                                     information is needed about the adequacy
                                     and condition of mechanical systems.
================================================================================


                                      -31-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of the City of
Philadelphia. The amount of ad valorem taxes is determined by the current
assessed value for the real and personal property, in conjunction with the total
combined tax rates of the taxing jurisdiction. In an effort to project the
future tax liability for the subject's real property, we have reviewed both the
present and historical tax rates combined with a forecast of the assessments.

Tax Rates

      The following is a chart displaying the five and ten year trend in tax
rates levied by the above noted taxing jurisdictions:

================================================================================
                      Tax Rates Per $1000 of Assessed Value
================================================================================
 Taxing Authority       1987 Tax Rate         1992 Tax Rate        1997 Tax Rate
================================================================================
City of Philadelphia        $35.05                $37.45               $37.45
- --------------------------------------------------------------------------------
   School District          $39.70                $45.19               $45.19
- --------------------------------------------------------------------------------
       Total                $74.75                $82.64               $82.64
================================================================================

      As the preceding chart indicates, the tax rates affecting the subject
property have remained stable over the past five years (since 1992), and
increased only 0.9 percent per year over the past eleven years (since 1987).
Typically, in most municipalities over the long term, tax rates will mirror
inflationary trends, with average compound growth rates of 3.0 to 4.0 percent.
The City of Philadelphia has been very successful in stabilizing tax rates over
time, particularly in light of increased demand for services during a period of
real estate deflation.

      Tax rates increase or decrease annually based upon changes in municipal
budgets and the total tax base. Again, over the longer term, tax rate increases
tend to mirror inflationary trends, except during periods of economic decline or
in fast growing areas where new services are required. With the likely
stabilization of real estate values and the tax base, we are of the opinion that
more normal increases in tax rates, of say 3.0 to 4.0 percent, will be the trend
over the intermediate term.

Tax Assessment

      The City of Philadelphia Board of Revision of Taxes establishes the
assessed value on real property for all of the previously noted taxing
jurisdictions. The 1997 assessment, as well as the historical assessments for
1995 and 1996 are as follows:

================================================================================
                            Historical Assessed Value
================================================================================
                     1995                1996                 1997
================================================================================
Land              $1,171,456         $1,171,456           $1,171,456
- --------------------------------------------------------------------------------
Building          $2,092,576         $1,868,544           $1,868,544
- --------------------------------------------------------------------------------
Total             $3,264,032         $3,040,000           $3,040,000
================================================================================

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


                                      -32-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                             Real Property Taxes And Assessments
================================================================================

      As can be seen from the above chart, the 1997 assessment is the same as
the 1996 assessment, but represents a slight reduction from the 1995 assessment.
In an effort to evaluate the fairness of the subject's current assessed value
and future prospects for a change in the assessment, we have (1) compared the
assessment to estimated value of the subject property via the Income
Capitalization Approach as presented later in this report; and (2) the market
value estimate concluded in this report.

      The estimated value of the subject property in the Income Capitalization
Approach section of this report is $8,500,000, while our final value conclusion
is also $8,500,000. Based on our discussion with the City of Philadelphia Board
of Revision of Taxes, the Income Capitalization Approach is the typical
methodology the Assessor's office uses in determining the value of a facility
such as the subject. Reportedly, one-third of all commercial properties are to
be re-assessed in any one year. However, due to the amount of appeals in
Philadelphia in recent years, this practice has not occurred. While the
assessment is designated at 32 percent of the market value of a property, it is
our understanding that this taxing authority is not particularly diligent in its
property assessments. Thus, we are not surprised that the market value for
assessment purposes of $9,500,000 is approximately 12 percent higher than our
value estimate via the Income Capitalization Approach and our final value
conclusion. Thus, the subject appears to be unfairly assessed and we would
recommend a tax appeal.

Ad Valorem Tax Conclusions

      Applying the 1997 assessment for the subject to the total 1997 tax rate
results in a combined tax burden of $251,225 in that year as calculated in the
following chart.

================================================================================
$3,264,032/         1,000      x              $82.64        =         $251,225
================================================================================

      The above taxes have been paid for 1997.

      In addition to the above, the subject property is liable for a second levy
as it is located in the Special Services District of Central Philadelphia. The
Special Services District was established to provide additional street cleaning
and security for Center City properties. This levy can be calculated for the
subject property as follows:

Assessed Value of Subject Property:                        $3,040,000
Divided by Total Assessed Value of Special Service District:      $1,389,811,197
Equals the Subject property's Pro-Rata Share                      2.187%
Multiplied by Special Services 1997 Projected Cost:               $7,490,000
Equals the Subject Property's Special Services Tax:               $16,383

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


                                      -33-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                             Real Property Taxes And Assessments
================================================================================

      Therefore, the total taxes attributable to the subject in 1997 are
$287,329, equivalent to $2.32 per square foot of rentable area. The taxes are
allocated as follows:

================================================================================
Category                             Amount          Unit Rate
================================================================================
Real Estate Tax                      $251,225        $2.07/s.f.
- --------------------------------------------------------------------------------
Special Services District              16,384          .13/s.f.
- --------------------------------------------------------------------------------
Total                                $267,609        $2.20/s.f.
================================================================================

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


                                      -34-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
<PAGE>

                                                                          ZONING
================================================================================

      The subject property is currently zoned C-5, Commercial by the City of
Philadelphia. It is the intention of this section of the zoning code to allow
uses that are commonly found in and compatible with a high-density business
core. These uses include office buildings, hotels and most retail enterprises
along with all uses permitted in any residential district. The developmental
requirements of this zone are summarized as follows:

      Some of the restrictions imposed by this classification include:
           ================================================================
           Maximum Lot Coverage           100 percent
           ----------------------------------------------------------------
           Minimum Set Back               None
           ----------------------------------------------------------------
           Maximum Building Height        None
           ----------------------------------------------------------------
           Maximum Floor Area Ratio       1,200 percent of area of lot plus
                                          cumulative five percent bonuses
                                          per foot of street width in
                                          excess of 60 feet.
           ----------------------------------------------------------------
           On Site Parking                Not required
           ================================================================

      The code allows for cumulative bonuses where additional floor area is
permitted based upon the widths of the street on which the property fronts or if
it is a corner property and there is more than one street frontage. Also,
setbacks from streets produce a bonus.

      Off street loading is a requirement. However, the code makes no provisions
for the inclusion of on-site or off-street parking if no residential uses are
included within the building. The calculation of maximum building density
requires the projecting of a specific development program onto a site. The
complexity of all the ramifications of the zoning code of the City of
Philadelphia with cumulative bonuses for street widths, setbacks and other
design considerations introduce significant variables, many of which may be
unique to an investor's development program.

      We know of no deed restrictions (private or public) which would further
limit the use of the subject property. However, this statement should not be
taken as a guarantee or warranty that no such restrictions exist. Deed
restrictions are a legal matter and only a title examination by an attorney
would normally uncover such restrictive covenants. Thus, an updated title search
of the subject property is recommended to determine the existence of such
restrictions.

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


                                      -35-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss. 4911
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition 
(1993), a publication of the Appraisal Institute, the highest and best use of 
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Physically Possible

      The subject site contains approximately 8,944 square feet of land, with
excellent exposure along Market Street. The size and configuration of the site
is felt to provide a suitable land use and/or development potential for a wide
variety of possible and ordinary downtown-oriented land uses, although on a
smaller scale. Municipal utilities would adequately provide for nearly all uses.
Street improvements are also adequate.

Legally Permissible

      The subject's zoning classification permits development of office, retail,
and service related uses, as well as residential and lodging uses. Office uses
with a ground level retail component are consistent with the overall development
of the area.

Financially Feasible

      Our analysis of the local office market indicates an overall vacancy rate
of about 14.5 percent, but less than 11 percent in the Class A sector of West
Broad Street. The Class A+ tier has a direct vacancy rate of less than four
percent. Absorption has recently turned positive in 1995 and 1996 after four
years of negative absorption, but it is uncertain whether this trend can
continue in the face of announced corporate downsizings. Rental rates average
approximately $16.00 to $22.00 per square foot on a full service basis and are
expected to increase over the long term. Additionally, construction in this
marketplace has been non-existent for the last several years, with no new
projects planned. Finally, the Central Business District continues to represent
the focal point of office activity for the Philadelphia Metropolitan Area.

      Despite stable market conditions in the local office market, the
oversupply of space and the continued introduction of sublet space has had a
depressing effect on rental rates. Consequently, it is apparent the cost of
constructing an office development is not feasible for the subject site at the
present time. Once the office market stabilizes and rental rates escalate into
the $30.00 per square foot range, the financial feasibility of developing the
subject site with an office building is probable. Thus, no physically possible
and legally permissible use would produce an acceptable return on the land. Only
with the financial strength of a tenant willing to occupy virtually an entire
facility or with an owner-user would immediate development be feasible.

     Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is for high density commercial development, once market
conditions warrant new construction.

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


                                      -36-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Highest and Best Use
================================================================================

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

Physical Considerations

      The subject site has been improved with the existing structure and, based
upon our observation, there are no apparent physical factors such as soils,
drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

Legal Considerations

      The subject site, as presently improved, represents a legal, conforming
use.

Financially Feasible

      The use of the subject improvements is considered to contribute in an
economic manner to the subject site. Occupancy levels at the subject property
are higher than competing office buildings in downtown Philadelphia. We believe
the occupancy of the subject property (99 percent) is generally considered to
indicate market feasibility.

      Therefore, based on the subject's historical performance and the prospect
for continued growth, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the site as improved.

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


                                      -37-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office building sales within the
            Philadelphia central business district, which contain similar
            physical and economic characteristics to the subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the sales price per square foot and extracted overall
            capitalization rates.

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office uses.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.


                                      -38-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

      o     Considered the type and reliability of the data used and
            applicability of each approach.

      o     Reconciled the approaches to a final value conclusion.

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


                                      -39-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, and overall capitalization
            rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

Analysis of Sales

      Over the past 24 months, the Philadelphia CBD office market has shown
signs of improvement. Rents have increased and concession packages have all but
disappeared as positive net absorption is taking place. In terms of the
investment market, demand is primarily being generated by REITs and
institutional investors including several large pension funds. Transactions
occurring prior to mid-1996 were executed primarily by Vulture Funds stimulated
in an effort to capture "bottom of the market" sale prices.

      On the opposing page is a presentation of the comparable property sales
which were analyzed for the valuation of 1760 Market Street. The most
widely-used and market-oriented unit of comparison for properties such as the
subject is the sales price per square foot of building area. All comparable
sales were analyzed on this basis. Detail sheets describing these and all the
sales employed in this analysis can be found among the Addenda to this report.

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


                                      -40-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      The subject property is a 123,000 +/- square foot, 14 story office
building on 0.21 acres of land which was constructed in 1981. It is now 99
percent occupied by a number of tenants. On the date of inspection, the building
was in good condition having benefited from an on-going maintenance program. The
property possesses good "curb appeal" and features good quality construction
materials. With regard to the market data assembled for this analysis, the
following comparisons are made:

      Comparable Property Sale #1,2000 Market Street, is an arm's length
      transaction which is being accomplished with market oriented financing. It
      is also a recent transfer; thus no adjustment for market conditions is
      appropriate. However, an adverse leasehold interest is held by one of the
      major tenants, The Board of Pensions for the Presbyterian Church. A
      positive adjustment for this factor is warranted. Locationally, Sale #1 is
      situated two blocks west and exhibits similar attributes as the subject.

      Physically, this property represents a Class A building which was
      constructed in 1974, but renovated extensively over the years. Containing
      665,819 square feet and situate on a 40,864 square foot site, the complex
      is considered in average condition. This building recently underwent HVAC
      upgrades and has been well maintained, but still exhibits an inferior
      condition relative to the subject. Economically, Sale #1 was 89 percent
      leased at the time of conveyance which is inferior to the 99 percent
      occupancy now experienced by the subject. No non-realty items of property
      were reported to be included in the price for this property. Overall, a
      positive adjustment is warranted for Sale #1.

      Comparable Property Sale #2, One Logan Square, despite the involvement of
      the U.S. Bankruptcy Court, was an arm's length transaction accomplished
      with market oriented financing. It is also a recent transfer; thus no
      adjustment for market conditions is appropriate. The major tenant in the
      property, Morgan, Lewis, and Bockius, provided notice of lease termination
      in August of 1998, at which time they are entitled to a $2,000,000
      payment. There were no other adverse leasehold interests apparent at the
      time of sale. Locationally, Sale #2 is situated two blocks north and
      exhibits similar attributes as the subject.

      Physically, this property represents a Class A building which was
      constructed in 1983, but renovated extensively over the years. Containing
      589,508 square feet and situate on a 33,098 square foot site, the complex
      is considered in average condition. This building was well maintained, but
      required base building improvements in order to remain competitive.
      Economically, Sale #2 was 64 percent leased at the time of conveyance,
      although leases were in place which will bring the property to 91 percent
      occupancy in two years. The purchaser was to incur all costs associated
      with these tenants, estimated to be $16,927,000. This requirement was
      clearly a negative factor in the final pricing of the asset and a positive
      adjustment is appropriate. No non-realty items of property were reported
      to be included in the price for this property. Overall, a positive
      adjustment is warranted for Sale #2.

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


                                      -41-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #3, 1818 Market Street, was an arm's length
      transaction accomplished with market oriented financing. Despite its year
      end 1996 sale date, the final pricing was negotiated in the fall of that
      year. Since that time, both office market conditions and capital market
      conditions have improved dramatically, with significant competition noted
      for quality assets. An upward adjustment for more favorable market
      conditions is appropriate. The building exhibited an adverse leasehold
      interest as the major tenant, Day & Zimmerman, was subject to a long term
      lease at a relatively flat rental rate. Locationally, Sale #3 is situated
      one block west and exhibits similar attributes as the subject.

      Physically, this property represents a Class A building which was
      constructed in 1974, but extensively renovated in the early 1990's.
      Containing 982,000 square feet of net rentable area and situated on a
      42,669 square foot site, the complex was in good condition at the time of
      sale, but still inferior to the condition of the subject. This building
      was well maintained, but required base building improvements in the form
      of sprinkler installation for approximately 30 percent of the building.
      However, the property included a 385 space parking garage which the
      purchaser valued at $10,000,000. Thus, a negative adjustment of $10.18 per
      square foot is appropriate to this transaction for this physical
      characteristic. Economically, Sale #3 was 81 percent leased at the time of
      conveyance requiring a negative adjustment. No non-realty items of
      property were reported to be included in the price for this property.
      Overall, a negative adjustment is warranted for Sale #3.

      Comparable Property Sale #4, Two Logan Square, was a note sale by the
      complex's lender. Although actively marketed, the seller was considered
      somewhat motivated. Since the date of sale in June of 1996, both office
      market conditions and capital market conditions have improved
      dramatically. An upward adjustment for more favorable market conditions is
      appropriate. Approximately 45 percent of the building's rentable area was
      leased at rental rates which were above market levels. The duration of
      these leases was anywhere from about 18 months up to over nine years. The
      purchaser of this property obtains the right to receive this premium rent
      over time, but also incurs the risks associated with rental payments which
      are above market.

      Physically, this property represents a Class A+ building which was
      constructed in 1988. Containing 675,000 square feet and situate on a
      38,015 square foot site, the complex is considered in very good condition.
      This building is felt to be superior to the subject. Economically, Sale #3
      was 92 percent leased at the time of conveyance requiring a slight
      negative adjustment. No non-realty items of property were reported to be
      included in the price for this property. Overall, a negative adjustment is
      warranted for Sale #4.

      Comparable Property Sale #5, 1601 Market Street, was an arm's length
      transaction accomplished with market oriented financing. Due to its early
      1996 conveyance, an upward adjustment is required to reflect the
      improvement in both office market conditions and capital market
      conditions. The purchaser of Comparable Property Sale #5 paid all transfer
      taxes and assumed future free rent and tenant improvement obligations to
      the major tenant, thus necessitating a negative adjustment. Locationally,
      Sale #5 is situated two blocks east and exhibits similar attributes as the
      subject.


                                      -42-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Physically, this property represents a Class A building which was
      constructed in 1969, but extensively renovated. Containing 681,000 square
      feet of net rentable area and situated on a 33,938 square foot site, the
      complex was in average condition at the time of sale. Still, it is
      reported that the complex was acquired with a concern for significant
      capital requirements. Subsequent to purchase, it was determined that the
      capital requirements were lower than anticipated. The subject property is
      considered physically superior to this property. Economically, Sale #5 was
      89 percent leased at the time of conveyance requiring a negative
      adjustment. No non-realty items of property were reported to be included
      in the price for this property. Overall, a positive adjustment is
      warranted for Sale #5.

Conclusion

      The four sales assembled for this analysis of 1760 Market Street reflect a
range in unit value from $51.23 to $113.79 per square foot of building area. The
adjustments discussed above are presented to outline the logic of our thought
processes with the ultimate result being a plausible market value conclusion for
the subject property. Based on our analysis of these data on a price per square
foot basis, we have concluded an appropriate adjusted range of $65.00 to $75.00
per square foot of building area. From within this adjusted range, we conclude
the Sales Comparison Approach to indicate a current market value of $8,600,000
for 1760 Market Street. This indication of value is equal to $69.62 per square
foot of building area.

Comparing Properties Based on NOI per Square Foot

      Another market measure compares the NOI per square foot of the property
appraised with the NOI per square foot of the comparison. If the properties are
truly comparable in terms of occupancy, operating expense ratio and stability of
income stream, then this can be an effective method of analysis. It is, in
effect, the same thing as comparing the capitalization rate derived from the
sales to the appropriate capitalization rate for the property appraised.

     =============================================================
                Comparing Properties Based on NOI Per Square Foot
     =============================================================
                  NOI/SF
     Sale         Subject       Unadjusted Sale      Adjusted Sale
                 ----------
     No.         Comparable   x    Price/SF       =     Price/SF
     =============================================================
      1           $7.17
                  -----
                  $5.10              $79.15              $111.28

      3           $7.17
                  -----
                  $8.40              $80.86              $69.02

      4           $7.17
                  -----
                  $14.52            $113.79              $56.19

      5           $7.17
                  -----
                  $5.05              $51.23              $72.74
     =============================================================

      Based on our analysis of these data on a NOI per square foot basis, we
have concluded an appropriate adjusted range of $60.00 to $70.00 per square foot
of building area. From within this adjusted range, we conclude the Sales
Comparison Approach to indicate a current market value of $8,000,000 for 1760
Market Street. This indication of value is equal to $64.76 per square foot of
building area.

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


                                      -43-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Summary and Conclusion

     ====================================================================
                                                     Low          High
     ====================================================================
      Value Indicated on Basis of Price 
      Per Square Foot of NRA                      $8,000,000   $9,300,000

      Value Indicated Based on Ratio of N0I to 
      Sale Price Derived                          $7,400,000   $8,650,000
      From Comparison Sales
     ====================================================================

Final Conclusions

      We feel both methods provide reasonable value parameters for the subject
property. However, the Income Ratio Method is somewhat weakened as it does not
directly recognize the market participants expectation of property cash flow.
The quality of the data available for a direct comparison of sale prices per
square foot, though, is significant to the overall analysis. Yet while the
magnitude of the adjustments is substantial in some cases, their logic is
reasonable and acceptable in our opinion. Based upon this total analysis, we
conclude the Sales Comparison Approach to indicate a current market value of
EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS ($8,600,000) for the subject
property.

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


                                      -44-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion the discounted cash flow method is appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect perceived investor
expectations.

Potential Gross Income

       Generally, office tenants pay fixed gross rent on a rentable area basis
which is consistent with space measurement standards for buildings of similar
vintage, plus any increases in operating expenses and real estate taxes above
stipulated base year amounts. Tenant electric costs are either directly metered,
submetered or included in base rent (charged as additional rent). At the subject
property, tenant electric is included in base rent and incorporated within the
operating expense stop. 

Existing Leases

      1760 Market Street is currently 99 percent occupied by 35 tenants under 44
leases. The property contains 700+/- square feet which are vacant and available
for lease. The property includes a total of 1,344 square feet of storage space;
4,383 square feet of retail space; and 117,809 square feet of office space.

       A breakdown of average contract rents per space type is as follows:

     ====================================================================
           Use      Square Footage        Percent         Average Rent/SF
     ====================================================================
       Office       117,809 s.f.            95.4%              $17.01
       Retail         4,383 s.f.             3.5%              $37.15
       Storage        1,344 s.f.             1.1%              $ 8.18
       Total        123,536 s.f.           100.0%              $17.53
     ====================================================================

       Due to the small floor plates within the subject, the largest tenants are
full floor users Ominsky & Welsh and Gruntal & Company. The balance of the
building is occupied by a mixture of communication firms, financial service and
law firms. The credit quality for the minor tenants ranges from average to good
within the context of their mostly unrated status.

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


                                      -45-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Based upon the subject's current lease expiration schedule, 26 percent of
the property's rentable area is represented by leases which are due to expire
within the next three fiscal years. Within the following three years, 64 percent
of current leases are due to expire. Within our projected 10 year holding
period 100 percent of the leases currently in place or projected to be signed
will expire.

      Based upon the lease expiration schedule, we have forecasted a ten year
investment holding period. The 11th year is estimated to be the reversionary
year. As can be seen from the fiscal year schedule, the 11th fiscal year will
experience a generally typical number of lease expirations as a percentage of
total building area and, for analysis purposes, is considered a stabilized
reversionary year (please refer to fiscal year cash flow).

Market Rental Rate

      Market rent for the office space within the property has been estimated by
analyzing eight comparable leases exhibited on the summary chart on the facing
page.

      Prior to adjustment, the comparables reflect a range in average base rent
of $16.03 to $19.30 per square foot, gross. This range in actual comparable
leases has been compared with average asking rent for several comparable
properties which are summarized opposite page 23 of this report. These 14
properties reflect average asking rents ranging from $16.50 per square foot plus
electric to $24.00 per square foot plus electric.

      The subject's contract rents average $17.01 per square foot, gross.
Certain leases within the property were signed several years ago and fall above
the current market rents. Other leases, however; were signed during the recent
market downturn. On average, we believe the contract rents within the building
are at or slightly below market. The most recent leases within the property have
been in the $16.55 to $18.64 per square foot range. These leases may be
summarized as follows:

                                    Most Recent Leases
================================================================================
                                     Area   Term   Yr/Rent
No.       Tenant      Floor  Date    (SF)   (Yrs)   (SF)       Concessions
================================================================================
1.  ADIA                     8/97   1,569    3     $17.50     $ 5.00/sf T.I.
- --------------------------------------------------------------------------------
2.  Brodsky & Deluca         8/97     864    5     $18.64     None
- --------------------------------------------------------------------------------
3   Rylon Forbes             4/97   2,094    5     $17.50     $25.00/sf T.I.
- --------------------------------------------------------------------------------
4.  Trademar                 12/96  1,104    3     $16.55     None
- --------------------------------------------------------------------------------
5.  Source                   10/96  2,563    3     $17.50     $25.00/sf T.I.
================================================================================

      Additional rent for these leases include a real estate tax reimbursement
and operating expense escalation.

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


                                      -46-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Recent leases within the Philadelphia CBD market typically do not include
concessions in the form of free rent, although do include tenant workletters
consistent with those offered within the subject property. The smaller floor
plates at the subject tend to mitigate the need for substantial partitioning,
thereby reducing the average tenant improvement cost. In addition to analyzing
actual deals inside and outside the property, leasing brokers were interviewed
in an effort to ascertain competitive packages available in the marketplace
today. Most brokers interviewed were of the opinion that no free rent was
available for most tenants. In addition, tenant workletters were felt to range
from $15.00 to $30.00 per square foot. The range in concession packages varies
by the size of the space leased. The larger the tenant, the more generous the
concession package.

      The leasing brokers interviewed indicated that the downtown office market
has stabilized. Several brokers indicated that the market has improved slightly
over the last twelve months, with rents increasing and concessions decreasing.
In the view of many, the leasing market should continue to strengthen through
the end of 1997. It is expected that further improvement should be seen in
1998-1999 with a materially stronger leasing market by 2000. In keeping with
these observations, we have assumed that market rent will increase at an average
rate of 3.5 percent per annum through the remainder of 1997, 5.0 percent during
1998, 7.0 percent during 1999, 5.0 percent during 2000, and stabilizing at the
underlying rate of inflation thereafter. Although the market may witness the
introduction of sub-let space which will negatively influence rental rates,
market participants are continuing to utilize rent spikes in their financial
analyses. We believe the free rent and tenant workletter concessions should
remain consistent with current levels.

      The suggested rental range compares reasonably well to the average
contract rent within the subject property. In our opinion, market rents for
space within the subject property range from $17.00 to $18.50 per square foot,
with an average rental rate of $17.75 per square foot.

      The above estimated market rents assume the following concession package.

================================================================================
                            Free Rent                    Tenant Improvements
================================================================================
New Leases            1997             0 months      1997               $18.00
                      Thereafter       0 months      Thereafter         $18.00
- --------------------------------------------------------------------------------
Renewing Leases       1997             0 months      1997               $ 8.00
                      Thereafter       0 months      Thereafter         $ 8.00
================================================================================

      Market rent for the retail space within the property has also been
estimated by analyzing eight comparable leases exhibited on the summary chart on
the facing page.

      Prior to adjustment, the comparables reflect a range in base rent of
$18.50 per square foot gross to $35.00 per square foot, net. After adjustment
to the comparables, a range of $30.00 to $40.00 per square foot, gross, was
revealed. Our adjustment for rent concessions considers the difference in the
comparables for market standard workletters of $18.00 per square foot.

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


                                      -47-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The subject's retail contract rents average $37.15 per square foot, gross.
On average, we believe the retail contract rents within the building are at
market. The most recent lease within the property is for Salad Works and
averages $31.00 per square foot.

Assumptions Regarding Existing and Proposed Leases

      Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their leases.
Information provided by management indicates that none of the tenants are
currently in default. The tenant base appears to be stable and management has
indicated that defaults are not anticipated.

      With regard to lease expirations, we have projected that 65 percent of all
tenants will rollover (sign a new lease) and approximately 35 percent will
turnover (allow their lease to expire and vacate the property) upon expiration
of their primary lease term. This assumption is based in large part on
management's projection of a near term 75 percent retention rate which is based
on their knowledge and expertise in the subject CBD market; however, we do not
believe that this level of retention can be achieved over a long term holding
period.

      Typical office leases are three to five years in duration. We have assumed
five year terms for all tenants. Vacancy between leases includes the period of
actual downtime and the construction period to build-out tenant spaces.
Consistent with our experience, we have assumed a five month vacancy between
leases along with a one month construction period, resulting in a combined
downtime of six months. Vacancy between leases is weighted for a renewal
probability of 65 percent (35 percent vacate), resulting in an effective
downtime of two months upon each lease expiration of a tenant.

Reimbursable Expenses (Escalations)

      Tenants are responsible for their pro-rata share of real estate taxes and
operations when total expenses exceed those incurred during the first full year
of their occupancy. The majority of current leases in the subject property
include an operating expense escalation, which calculation may be summarized as
follows:

        Billing Year Operating Expenses
        Less: Base Year Operating Expenses
        Equals: Increase in Operating Expenses
        Multiplied by: Tenant's Pro Rata Share

      We have assumed that future leases in the subject property will be on a
full service basis. Tenants will be responsible for a real estate tax and
operating expense increase over the base calendar year amount.

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


                                      -48-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Vacancy and Collection Loss

      Our cash flow projection assumes a tenant vacancy of six months upon each
lease expiration set against our probability of renewal estimated at 65 percent,
in addition to a vacancy/global credit loss provision applied to the gross
rental income. The vacancy/ global loss provision is applied to all tenants. Our
estimated vacancy/global credit loss provision applied to the gross rental
income is estimated at three percent throughout the holding period.

      There is only one vacant space within the property encompassing 700 square
feet. In our analysis, we have assumed that vacant space will be expanded into
by the adjacent tenant at the expiration of the current lease term.

      Based on the subject's weighted average downtime between leases, as well
as the preceding absorption schedule for the subject property, the overall
average occupancy rate of the subject property over the ten year holding period
is 97 percent. Including our overall vacancy/global credit loss allowance
estimated at 3.0 percent, the implied overall occupancy rate of the subject
property over the ten year holding period is 94 percent, which is generally
consistent with the actual historical occupancy levels of the subject property
over the last three years.

Operating Expenses

      We have analyzed the reported operating expenses for 1994-1996 and
budgeted expenses for 1997. We forecasted the property's operating expenses
after reviewing operating expenses of similar buildings and after consulting
local building managers and agents, including Cushman & Wakefield property
management personnel, etc. We also examined industry norms as reported by the
BOMA Experience Exchange Report published by the Building Owners and Managers
Association International, a nationally recognized publication.

      On the facing page is the income and expense analysis for the property.
The following analysis attempts to utilize the subject's historical operating
expense data supported by the comparable expense data. The age and unique
physical features of the subject warrant consideration of the subject's
historical expenses in estimating market operating expenses.

      Following are the projected operating, recoverable and non-recoverable
expenses we have used in our cash flow analysis. We have analyzed each item of
expense individually and attempted to project what the typical informed investor
would consider reasonable.

      The forecast of projected growth rates in all categories of expense
reflect typical investor expectations as noted in the Cushman & Wakefield
Investor Survey, which has been placed in the Addenda of this report. Except
where noted, our projected growth rates for the various types of expense
categories generally do not attempt to reflect growth rates for any individual
year, but rather the long term trend over the period of analysis.

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


                                      -49-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Total Operating Expenses

      As can be seen, historic operating expenses, exclusive of real estate
taxes, at the subject property were $8.45 per square foot in 1995 and $8.39 per
square foot in 1996. Current ownership budgets operating expenses at $7.54 per
square foot for 1997. In our analysis of the subject property, the total
operating expenses estimated for fiscal year 1998, exclusive of real estate
taxes, are $969,079, or $7.85 per square foot of net rentable area. Our
operating expenses estimated for the subject property are within the range of
actual operating expenses of competing office buildings located in the
Philadelphia CBD as presented below.

================================================================================
                             Primary Office Building
                               Operating Expenses
================================================================================
                             # of
  Name/Location      Age   Stories       NRA      Year Surveyed  Expenses/SF NRA
================================================================================
1900 Market Street  1980      8       458,432 sf      1996           $8.45
- --------------------------------------------------------------------------------
2000 Market Street  1974     29       665,819 sf      1996           $6.66
- --------------------------------------------------------------------------------
One Logan Square    1983     30       589,908 sf      1996           $6.08
- --------------------------------------------------------------------------------
1700 Market Street  1969     32       840,908 sf      1996           $5.96
- --------------------------------------------------------------------------------
1818 Market Street  1974     37       982,009 sf      1995           $7.61
================================================================================

      The five expense comparables reflect a range of $5.96 per square foot to
$8.45 per square foot. The five comparables reflect a range near the BOMA
average of $7.90 per square foot, inclusive of tenant electric costs. The
subject property, at $7.85 per square foot, is bracketed by the expense
comparables and considered reasonable. The following is a discussion and
analysis of our projected operating expenses.

      Utilities - At the subject property, ownership is responsible for all
      energy costs including common area and tenant electricity, water and sewer
      charges. Historically, utilities have ranged from $2.06 to $2.41 per
      square foot. Current ownership forecasts $2.04 per square foot in their
      budget. For this analysis of the subject property, in consideration of
      recent energy management programs which include the installation of new
      lighting ballast, we project utilities at $2.28 per square foot in the
      initial year.

      Insurance - The history of the subject and the data available from our
      files indicate an extremely tight range for this expense item on a square
      foot basis. Therefore, we have stabilized the insurance expense at $0.20
      per square foot for this analysis.

      Management Fee - This item of expense provides for professional management
      services like collections, supervision and the preparation of all budgets.
      Recent experience at the subject and its current pro forma provide for a
      management fee of $0.32 to $0.54 per square foot. Comparable expense data
      indicate management expenses from $.50 to $1.00 per square foot. Mindful
      of the experience at the subject, we project a management expense of $.54
      per square foot in the initial year. This expense is equivalent to
      approximately 3.1 percent of effective gross income.

      Real Estate Taxes - A complete discussion of taxes is included elsewhere
      in this report. In the initial year of investment, (FY 1998), the real
      estate/special services district tax expense is estimated at $272,292 or
      $2.20 per square foot of rentable area.

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


                                      -50-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Janitorial - Historically, the cost of contract cleaning, window cleaning,
      trash removal and supplies at the subject property has ranged from $1.45
      to $1.56 per square foot. Current ownership is budgeting $1.73 per square
      foot in the current year. At comparable office buildings, janitorial
      expense generally runs lower than the subject from $1.25 to $1.44 per
      square foot. However, it is noted that this category includes window
      cleaning and trash removal which are typically found within the
      maintenance classification. For this analysis, in consideration of the
      historical experience, we project janitorial expense to be $1.75 per
      square foot of office area at the subject in the initial year of the
      investment holding period.

      General Maintenance - This expense item includes direct maintenance labor,
      and other general maintenance items. At the subject, general maintenance
      expenses have been $.78 to $1.21 per square foot. Ownership now projects
      $1.19 per square foot in their budget. For this analysis, we have
      projected $1.20 per square foot in the initial year of investment.

      Outside Contracts - This expense item includes all service contracts for
      landscaping, HVAC and elevator maintenance. At the subject, contracts have
      been $.86 to $1.00 per square foot. Ownership now projects $1.08 per
      square foot in their budget. For this analysis, we have projected $1.07
      per square foot in the initial year of investment.

      Administration - Included in this item are office expenses and payroll as
      well as certain recoverable professional fees and licenses. Over the past
      three years, administrative costs have also included insurance expense
      estimated at approximately $.20 per square foot. Reducing historical
      levels by this figure results in administration fees ranging from $.50 and
      $.71 per square foot. Current ownership is using $.50 in their budgets. At
      comparable properties, administrative charges vary widely depending on
      accounting practices. Here, we utilize $.51 per square foot in the initial
      year of the investment holding period.

      Non-Escalatable Expenses - We have projected $.30 per square foot of
      rentable area as an allowance for sundry expenses which invariably occur
      in the operation of a property such as the subject. These include
      advertising and promotion expenses, space planning and brochures. While
      necessary to operate the real estate from ownership's perspective, they do
      not directly benefit the tenants so that their costs are not typically
      passed on to them in expense reimbursements.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

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


                                      -51-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Tenant Alterations - Upon the expiration of a lease, it is our best
      estimate that there is a 65 percent probability of the existing tenant
      renewing their lease and a 35 percent probability that the existing tenant
      will vacate. The current cost to alter and re-decorate office space for a
      rollover tenant is estimated to be $8.00 per square foot while that to
      prepare space for a new turnover tenant is estimated to be $18.00 per
      square foot. On average, then, the weighted cost of tenant alterations is
      projected to be $10.45 per square foot in the initial year of the
      investment holding period. The following is a presentation of these
      computations.

      ==========================================================================
                              Tenant Improvements Costs
      ==========================================================================
       Event      Probability      X            Unit Cost    =     Weighted Cost
      ==========================================================================
       Rollover       65%          X           $ 8.00/SF     =      $ 5.20/SF
       Turnover       35%          X           $18.00/SF     =      $ 6.30/SF
      --------------------------------------------------------------------------
       Total         100%          Average Weighted Cost     =       $11.50/SF
      ==========================================================================

      Leasing Commissions - As discussed in the Market Analysis, the standard
      leasing commission for a new tenant in an office building like the subject
      ranges from four to six percent of the lease value payable in the initial
      year. A two percent commission is payable for rollover tenants. Upon the
      expiration of the existing lease term, identical turnover/rollover
      probabilities as described above are utilized in this computation. Thus,
      the weighted average leasing commission is computed to be 2.70 percent of
      base rent. The following is a presentation of these computations:

      ==========================================================================
                           Leasing Commission Expense
      ==========================================================================
      Event        Probability         X          Commission  =    Weighted Rate
      ==========================================================================
      Rollover          65%            X             2.0%     =        1.30%
      Turnover          35%            X             4.0%     =        1.40%
      --------------------------------------------------------------------------
      Total            100%           Average Weighted Rate   =        2.70%
      ==========================================================================

      Reserves - It is customary and prudent to set aside an amount annually for
      the replacement of short lived capital items such as roofs, lobby or
      mechanical equipment and ADA Compliance. In this analysis, we have
      projected an allowance for reserves of $.15 per square foot of rentable
      building area which is typical in the local market place for a property
      like the subject.

Other non-operating expenses are also forecasted to increase at an average
annual rate of 3.5 percent over the investment holding period. This too is
consistent with the Cushman & Wakefield Investor Survey. Again, our projected
growth rates for the various types of expense categories generally do not
attempt to reflect growth rates for any individual year, but rather the long
term trend over the period of analysis.

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


                                      -52-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Discounted Cash Flow Analysis

      In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to reflect
the most likely investment assumptions of typical buyers and sellers in this
particular market segment. 

Discounted Cash Flow Assumptions 

     We used the following figures and assumptions in the computer model.

      Years in Forecast:               11

      Holding Period:                  10

      Starting Date:                   July 1, 1997

      Market Rental Rate (Year 1)
              Storage:                 $8.00/SF
              Retail:
                 Market Street         $35.00/SF
                 18th Street           $32.00/SF
             Office:                   $17.75/SF

                                       For all leases, a 1.75%
                                       step-up in base rent is
                                       assumed in each year of
                                       the lease.

      Growth in Market Rental Rate:    3.5% per annum - Year 1
                                       5.0% per annum - Year 2
                                       7.0% per annum - Year 3
                                       5.0% per annum - Year 4
                                       3.5% per annum - Years 5-10

      Expense and Tax Pass-Throughs:   Gross leases - tenants pay pro-rata 
                                       share of real estate tax and operating 
                                       cost increases over a lease year base.

      Expense Growth Rate:             3.5% per annum

      Consumer Price Index:            3.5% per annum

      Free Rent - New Leases
             Major Tenants:            0 months
             Minor Tenants:            0 months

      Free Rent - Renewing Leases
             Major Tenants:            0 months
             Minor Tenants:            0 months

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


                                      -53-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Lease Term (Typical):                          5 years

      Renewal Probability:                     65%

      Tenant Improvements - New Leases
             Major Tenants:                    $18.00/sf
             Minor Tenants:                    $18.00/sf
      Tenant Improvements - Renewing Leases
             Major Tenants:                    $ 8.00/sf
             Minor Tenants:                    $ 8.00/sf

      Leasing Commissions:                     4% of aggregate lease value. 
                                               All payable in year 1 of the 
                                               lease.

      Vacancy Between Leases:                  6 months (prior to renewal 
                                               probability of 65%; effective 
                                               vacancy is 2 months for all
                                               tenants.

      Credit Loss:                             3% (average; applies to all 
                                               tenants).

      Reversion Year:                          2007 (11th fiscal year).

      Reversion Cap Rate:                      10.5% (applied to net operating 
                                               income).

      Reversion Selling Expenses:              3% (includes brokerage, legal 
                                               fees and estimated transfer 
                                               taxes).

      Discount Rate (IRR):                     11.50% (see Discount Rate 
                                               Analysis).

Cash Flow Projection

      On the following page is our 11 year cash flow projection which includes
our ten year holding period and 11th year reversion. The cash flow reflects the
results of the PRO-JECT+ plus projection.

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


                                      -54-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               1760 Market Street

                             ANNUAL CASH FLOW REPORT
                         BEGINNING 7/1/97 FOR 11 YEARS

<TABLE>
<CAPTION>
                     FY1998      FY1999      FY2000      FY2001      FY2002      FY2003      FY2004      FY2005      FY2006    
<S>                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>        
INCOME

MINIMUM RENT:
GROSS RENTS         2,208,865   2,268,908   2,383,919   2,478,548   2,563,704   2,714,090   2,832,240   2,960,986   3,068,419  
LESS LAG VACANCY      (42,882)    (40,214)   (103,534)   (112,518)    (59,050)    (98,636)    (51,270)   (130,371)    (94,820) 
                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  
TOTAL MINIMUM RENT  2,165,983   2,228,694   2,280,385   2,366,030   2,504,654   2,615,454   2,780,970   2,830,615   2,973,599  

RECOVERIES:
OPEX LESS TAXES        22,223      29,217      44,911      62,108      75,066      85,570     103,240     100,641     105,623  
REAL ESTATE TAXES       4,494       6,250       9,367      13,929      19,559      21,653      26,083      26,673      28,127  
                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  
TOTAL RECOVERIES       26,717      35,467      54,278      76,037      94,625     107,223     129,323     127,314     133,750  
                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  

                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  
GROSS RENTAL
INCOME              2,192,700   2,264,161   2,334,663   2,442,067   2,599,279   2,722,677   2,910,293   2,957,929   3,107,349  
VACANCY ALLOWANCE     (65,781)    (67,925)    (70,040)    (73,262)    (77,978)    (81,680)    (87,309)    (88,738)    (93,220) 
                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  
TOTAL INCOME        2,126,919   2,196,236   2,264,623   2,368,805   2,521,301   2,640,997   2,822,984   2,869,191   3,014,129  

EXPENSES

UTILITIES             281,339     291,186     301,377     311,925     322,843     334,142     345,837     357,942    370,469   
INSURANCE              24,929      25,801      26,704      27,639      28,606      29,608      30,644      31,716      32,826  
MANAGEMENT FEE         67,155      69,505      71,938      74,456      77,062      79,759      82,551      85,440      88,430  
REAL ESTATE TAXES     272,292     281,822     291,686     301,895     312,462     323,398     334,717     346,432     358,557  
CLEANING              216,347     223,919     231,756     239,868     248,263     256,952     265,946     275,254     284,888  
MAINTENANCE           148,580     153,781     159,163     164,734     170,499     176,467     182,643     189,036     195,652  
OUTSIDE CONTRACTS     132,275     136,905     141,696     146,656     151,789     157,101     162,600     168,291     174,181  
ADMINISTRATIVE         62,841      65,040      67,317      69,673      72,111      74,635      77,247      79,951      82,749  
OTHER                  35,613      36,859      38,149      39,484      40,866      42,296      43,777      45,309      46,895  
                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  
TOTAL EXPENSES      1,241,371   1,284,818   1,329,786   1,376,330   1,424,501   1,474,358   1,525,962   1,579,371   1,634,647  
                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  

NET OPERATING
  INCOME              885,548     911,418     934,837     992,475   1,096,800   1,166,639   1,297,022   1,289,820   1,379,482  

ALTERATIONS           167,372     153,064     411,759     253,569     297,226     409,470     121,319     516,471     268,585  
COMMISSIONS            44,407      33,723      92,534      58,530      68,682     105,159      28,035     119,344      62,064  
RESERVES               18,530      19,179      19,850      20,545      21,264      22,008      22,779      23,576      24,401  
                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  
CASH FLOW             655,239     705,452     410,694     659,831     709,628     630,002   1,124,889     630,429   1,024,432  


                     FY2007      FY2008
INCOME

MINIMUM RENT:
GROSS RENTS         3,184,232   3,299,880
LESS LAG VACANCY     (100,138)   (148,481)
                   ----------  ----------
TOTAL MINIMUM RENT  3,084,094   3,151,399

RECOVERIES:
OPEX LESS TAXES        94,310      93,460
REAL ESTATE TAXES      26,615      27,262
                   ----------  ----------
TOTAL RECOVERIES      120,925     120,722
                   ----------  ----------

GROSS RENTAL
INCOME              3,205,019   3,272,121
VACANCY ALLOWANCE     (96,150)    (98,164)
                   ----------  ----------
TOTAL INCOME        3,108,869   3,173,957

EXPENSES

UTILITIES             383,436     396,856
INSURANCE              33,975      35,164
MANAGEMENT FEE         91,525      94,729
REAL ESTATE TAXES     371,106     384,095
CLEANING              294,859     305,179
MAINTENANCE           202,500     209,587
OUTSIDE CONTRACTS     180,277     186,587
ADMINISTRATIVE         85,646      88,643
OTHER                  48,536      50,235
                   ----------  ----------
TOTAL EXPENSES      1,691,860   1,751,075
                   ----------  ----------

NET OPERATING
  INCOME            1,417,009   1,422,882

ALTERATIONS           463,728     514,368
COMMISSIONS           111,159     131,375
RESERVES               25,255      26,139
                   ----------  ----------
CASH FLOW             816,867     751,000
</TABLE>
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Terminal Capitalization Rate Selection

      A terminal capitalization rate was used to estimate the market value of
the property at the end of the assumed investment holding period. We estimated
an appropriate terminal rate based on indicated rates in today's market.

         =========================================================
                     Summary of Capitalization Rates
         =========================================================
         Sale No.           Address            Capitalization Rate
         =========================================================
            1           2000 Market Street            6.40%
         ---------------------------------------------------------
            2           One Logan Square               N/A
         ---------------------------------------------------------
            3           1818 Market Street            8.50%
         ---------------------------------------------------------
            4           Two Logan Square              12.60%
         ---------------------------------------------------------
            5           1601 Market Street            9.86%
         =========================================================
         Terminal Capitalization Rate Selected        10.50%
         =========================================================

      A slight premium was added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including a possible deterioration in market
conditions for the property. Investors typically add 25 to 50 basis points to
the "going-in" rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys. More recently however, our
experience indicates minimal difference between the two rates.

      Discount Rate Analysis

      We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

      =================================================================
                           AUTUMN 1996 INVESTOR SURVEY
                       FOR URBAN CLASS A OFFICE BUILDINGS
      =================================================================
                    GOING-IN            TERMINAL            IRR
      -----------------------------------------------------------------
                  Low      High      Low        High    Low      High
      =================================================================
      Mean        9.20%    9.60%     9.20%     9.70%   11.70%    12.0%
      -----------------------------------------------------------------
      Range       8.00%    13.0%     8.00%     11.0%   10.0%     15.0%
      =================================================================

      This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality urban Class A properties in
the United States. The entire survey is included in the Addenda to this report.

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


                                      -56-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant roll-overs; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

      The investors' internal rates of return cited above range from 10.5 to 15
percent. Considering the locational attributes, physical traits and leasing
structure of the subject property, we believe a discount rate ranging from 11.0
to 12.0 percent would be appropriate for the subject property in light of the
investment criteria presented here. Thus, we have discounted the projected
future pre-tax cash flows to be received by an investor in the subject property
to a present value so as to yield 11.0 percent to 12.0 percent on capital at 25
basis point intervals over the holding period. This discounting process is
summarized as follows:

      ====================================================================
                                Investment Summary
      ====================================================================
      Discount Rate    Present Worth         Overall Rate        Unit Rate
      ====================================================================
          11.00%         $8,789,000             10.08%            $71.15
      --------------------------------------------------------------------
          11.25%         $8,639,000             10.25%            $69.93
      --------------------------------------------------------------------
          11.50%         $8,493,000             10.43%            $68.75
      --------------------------------------------------------------------
          11.75%         $8,349,000             10.61%            $67.58
      --------------------------------------------------------------------
          12.00%         $8,209,000             10.79%            $66.45
      ====================================================================

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

      In our opinion, the discounted cash flow method is the more appropriate
capitalization technique as the subject property consists of a complex
investment property occupied by a number of tenants at differing rental rates
for varying lease durations. Direct capitalization does not adequately account
for the subtleties of all those variables.

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


                                      -57-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Reconciliation Within Income Capitalization Approach


      Value Indicated by Discounted Cash Flow Analysis: $8,500,000

      The "going in" capitalization rate indicated in the discounted cash flow
analysis is 10.42 percent, This is in line with going-in capitalization rates
indicated by the sales and the most recent Investor Survey.

Analysis and Conclusion

      Value Indicated by Income Capitalization Approach: $8,500,000

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


                                      -58-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property:

               Sales Comparison Approach                         $8,600,000

               Income Capitalization Approach                    $8,500,000

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, as of July 1, 1997, was:

                   EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $8,500,000

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


                                      -59-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions;

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W`s prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

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


                                      -60-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

      Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

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


                                      -61-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

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

1.    John J. Lynch, MAI inspected the property, and John B. Rush, MAI, Manager,
      Valuation Advisory Services, has reviewed and approved the report but did
      not inspect the property.

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

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

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

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

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

9.    As of the date of this report, John J. Lynch, MAI and John B. Rush, MAI
      have completed the requirements of the continuing education program of the
      Appraisal Institute.

      -----------------------------------------------
      John J. Lynch, MAI
      State Certified Appraiser No. GA-00485-L

      -----------------------------------------------
      John B. Rush, MAI
      State Certified Appraiser No. GA-000331-L
      Reviewed and Approved

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


                                      -62-

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================

                                    RENT ROLL

                                 INVESTOR SURVEY

                                 IMPROVED SALES

                           APPRAISERS' QUALIFICATIONS
================================================================================
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

     I-1                                         Sale

     Building Name:                              2000 Market Street

     Location:                                   2000-24 Market Street
                                                 S/W/C 20th & Market Streets
                                                 Philadelphia, PA

     Grantor:                                    Metropolitan Life Insurance
                                                 Company

     Grantee:                                    The Rubenstein Company

     Date of Sale:                               07/02/97

     Recording Data:                             Not Yet Recorded

     Physical Description:

      Land Area:                                 40,864 Square Feet
      Net Rentable Area:                         665,819 Square Feet
      Year Built:                                1972
      Occupancy at Sale:                         89 % 
      Parking:                                   Not Available
      Quality:                                   Average
      Construction:                              Structural steel & glass
      Zoning:                                    C-5; Commercial
      Stories:                                   29

     Sale Price:                                 $52,700,000

     Terms of Sale:                              Cash and market oriented debt
                                                 from CoreStates Bank.

     Economic Indicators:
      Effective Gross Income:                    $9,706,000    Estimate
      Less: Operating Expenses:                  $6,150,000    Estimate
      Net Operating Income:                      $3,556,000    Estimate

     Appraisal Indicators:
      Overall Rate (OAR):                        6.75%

     Sale Price/Square Foot (RSF):               $79.15

     COMMENTS:
          2000 Market Street is a 29 story office tower situated
          at the southwest corner of 20th and Market Streets at the
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

     I-1 Continued

      western periphery of the West Market Street office corridor. The building
      was constructed in 1979 and continually upgraded since 1984, including a
      new HVAC system installed in 1993-97. The building features approximately
      648,838 square feet of office area, 6,147 square feet of lobby retail
      area, and 10,834 square feet of storage space.

            The property featured four major tenants which occupy over 65% of
      the building including Elf Atochem (258,000 sf) Fox, Rothchild (91,200
      sf), Board of Pensions for the Presbyterian Church (77,000 sf) and the
      Philadelphia Stock Exchange (33,750 sf). Over the next seven years, only
      9% of the rentable area expires, indicating the stability of the income
      stream. However, the Board of Pensions was provided with free rent periods
      which do not "burn off" completely until 2000.

      Confirmation Data:

       By:                                        BUYER
       With:                                      David Rubenstein
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

      I-2                                       Sale

      Building Name:                            One Logan Square

      Location:                                 130 North 18th Street
                                                N/W/C 18th & Cherry Streets
                                                Philadelphia, PA

      Parcel Number:                            88-03-0615-05

      Grantor:                                  Circle Associates
                                                (Aetna/JMB)

      Grantee:                                  Blackstone Real Estate
                                                Advisors/Rubenstein Company

      Date of Sale:                             01/31/97

      Recording Data:                           Not Yet Recorded

      Physical Description:

       Land Area:                               33,098 Square Feet
       Gross Building Area:                     736,000 Square Feet
       Net Rentable Area:                       589,508 Square Feet
       Year Built:                              1983
       Occupancy at Sale:                       64 %
       Parking:                                 Adjacent 642 space garage
       Quality:                                 Good
       Construction:                            Structural steel & granite
       Zoning:                                  C-5; Commercial
       Stories:                                 30

      Sale Price:                               $34,000,000

      Terms of Sale:                            Cash & market oriented debt
                                                 provided by Helaba Bank.

      Economic Indicators:
       Effective Gross Income:                  $8,467,000            Estimate
       Less: Operating Expenses:                $4,670,000            Estimate
       Net Operating Income:                    $3,797,600            Estimate

      Appraisal Indicators:
       Overall Rate (OAR):                      11.2%

      Sale Price/Square Foot (GSF):             $46.20

      Sale Price/Square Foot (RSF):             $57.68
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

      I-2 Continued

      COMMENTS:

            One Logan Square is a 30 story office tower situated at the
      northwest corner of 18th and Cherry Streets, just north of the West Market
      Street office corridor. The building was constructed in 1983 and in good
      physical condition at the time of sale, but required approximately $3.8
      million in base building capital expenditures.

            Although the property was only 64% occupied at the time of sale, the
      largest tenant (Morgan, Lewis & Bockius), had provided notice of
      termination by August of 1998. A $2,000,000 payment was due MLB at that
      time as part of the original lease negotiation.

            Prior to the transaction, leases were negotiated with the law firm
      of Drinker, Biddle & Reath to occupy 144,600 square feet of the MLB space
      and Blank, Rome to occupy 160,856 square feet within the lower floors.
      Approximately $16,927,000 in tenant improvements and leasing commissions
      were to be funded by the purchaser. Thus, total acquisition costs are
      estimated at $52,927,000 for the property, or $89.78. This total cost
      excludes the anticipated $3.8 million in base building costs.

            This transaction was a result of a sealed bid sale as part of a
      pre-packaged plan of reorganization of One Logan Square. The total
      acquisition price was reported to be $115,000,000, with $34,000,000
      internally allocated to the One Logan Square office building. The other
      components of the complex consist of the Four Seasons Hotel and the Logan
      Square parking facility.

      Confirmation Data:

        By:                                          BUYER
        With:                                        David Rubenstein
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

      I-3                                       Sale

      Building Name:                            1818 Market Street

      Location:                                 SEC 19th & Market Street
                                                Philadelphia, PA

      Grantor:                                  Heitman PA

      Grantee:                                  Confidential

      Date of Sale:                             12/01/96

      Physical Description:

        Land Area:                              42,669 Square Feet
        Gross Building Area:                    1,243,374 Square Feet
        Net Rentable Area:                      982,009 Square Feet
        Year Built:                             1974
        Occupancy at Sale:                      82 %
        Parking:                                385 Spaces
        Quality:                                Good
        Construction:                           Masonry & Steel
        Zoning:                                 C-5;Commercial
        Stories:                                37

      Sale Price:                               $79,400,000

      Terms of Sale:                            cash to seller

      Economic Indicators:
        Gross Annual Income:                    $18,163,000   Seller's Proforma
        Less: Vacancy:                          $482,000      Seller's Proforma
        Effective Gross Income:                 $17,681,000   Seller's Proforma
        Less: Operating Expenses:               $9,428,000    Seller's Proforma
        Net Operating Income:                   $8,253,000    Seller's Proforma

      Appraisal Indicators:
        Gross Income Multiplier:                4.37
        Effective Gross Inc. Mult.:             4.49
        Overall Rate (OAR):                     10.41%

      Sale Price/Square Foot (GSF):             $63.86

      Sale Price/Square Foot (RSF):             $80.85

      COMMENTS:
            1818 Market Street is a 37 story office tower situated
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

      I-3 Continued

      at the southeast corner of 19th and Market Streets in the West Market
      Street office corridor. The facility was constructed in 1974 and was
      substantially renovated in 1990-1991. Major tenants include Day &
      Zimmerman, Delaware Management and the law firm LaBrum & Doak.

            The building is currently 82% occupied as a result of the relocation
      of two major tenants, Colonial Penn Insurance and Merrill Lynch.

            The property received several bonafide offers from both foreign and
      domestic investors and, in the final analysis, the purchase price was bid
      up close to the offering price of $80,000,000.

      Confirmation Data:

        By:                                        BROKER
        With:                                      Robert Fahey
        Phone:                                     (215)963-4000
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

       I-4                                       SALE

       Building Name:                            Two Logan Square

       Location:                                 100 North Eighteenth Street
                                                 Philadelphia, PA

       Grantor:                                  Two Logan Square Associates
                                                 (JMB Realty)

       Grantee:                                  Blackstone R.E. Advisors &
                                                 The Rubenstein Company

       Date of Sale:                             06/01/96

       Physical Description:

         Land Area:                              38,015 Square Feet
         Gross Building Area:                    803,000 Square Feet
         Net Rentable Area:                      694,266 Square Feet
         Year Built:                             1988
         Occupancy at Sale:                      92 %
         Parking:                                None
         Quality:                                Excellent
         Construction:                           Masonry & Steel
         Zoning:                                 C-4
         Stories:                                34

       Sale Price:                               $79,000,000

       Terms of Sale:                            See comments

       Economic Indicators:

         Gross Annual Income:                    $17,161,986    Buyer's Proforma
         Less: Vacancy:                          $566,741       Buyer's Proforma
         Effective Gross Income:                 $16,595,245    Buyer's Proforma
         Less: Operating Expenses:               $6,512,266     Buyer's Proforma
         Net Operating Income:                   $10,082,979    Buyer's Proforma

         Appraisal Indicators:
           Gross Income Multiplier:              4.60
           Effective Gross Inc. Mult.:           4.76
           Overall Rate (OAR):                   12.76%

         Sale Price/Square Foot (GSF):           $98.38

         Sale Price/Square Foot (RSF):           $113.79
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

      I-4 Continued
      COMMENTS:

      Two Logan Square is a 34 story office tower situated at the northwest
      corner of 18th and Arch Streets, just north of the West Market Street
      office corridor. The building was constructed in 1988 and in excellent
      physical condition. The grantee, Blackstone Real Estate Advisors and The
      Rubenstein Company, were the successful bidders on the purchase of a
      $142,405,449 loan secured by a 1st and 2nd mortgage on the property. The
      Loan was owned by a bank group led by Chemical Bank. Other participants in
      the bank group were the Toronto Dominion Bank, the National Bank of
      Detroit, Bank of America and Chuo Trust. The bank group agreed to sell the
      loan for $79,000,000, plus undisclosed closing costs. Financing of
      $55,000,000 was provided by Credit Lyonnais.

      This transaction represents a note sale wherein the original ownership
      entity remained in place but with the JMB interest diluted to limited
      partner status. The extent of the status was undisclosed, although termed
      "material". Blackstone/Rubenstein have gained majority controlling
      interest. Reportedly, Rubenstein contributed the equity, while Blackstone
      recapitalized the debt and acquired the secondary mortgages.

      Confirmation Data:

        By:                                         BUYER
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

       I-5                                       Sale

       Building Name:                            1601 Market Street

       Location:                                 NWC 16th & Market Streets
                                                 Philadelphia, PA

       Grantor:                                  Prudential Insurance

       Grantee:                                  ZML-1601 Market Street LP, LLC
                                                 (Zell/Merrill Lynch)

       Date of Sale:                             01/16/96

       Physical Description:

         Land Area:                              33,885 Square Feet
         Gross Building Area:                    787,000 Square Feet
         Net Rentable Area:                      681,289 Square Feet
         Year Built:                             1969
         Occupancy at Sale:                      88 %
         Parking:                                None
         Quality:                                Good
         Construction:                           Steel w/ Limestone & Glass
         Zoning:                                 C-5
         Stories:                                36

       Sale Price:                               $34,900,000

       Terms of Sale:                            All cash

       Economic Indicators:
         Effective Gross Income:                 $9,339,276    Buyer's Proforma
         Less: Operating Expenses:               $5,897,078    Buyer's Proforma
         Net Operating Income:                   $3,442,198    Buyer's Proforma

       Appraisal Indicators:
         Overall Rate (OAR):                     9.86%

         Sale Price/Square Foot (GSF):           $44.35

         Sale Price/Square Foot (RSF):           $51.23

       COMMENTS:
            1601 Market Street is a 36 story office tower situated at the
         northwest corner of 17th and Market Streets at the core of the West
         Market Street office corridor. The facility was constructed in 1969
         and serves as the regional
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

      I-5 Continued

      headquarters for Arthur Andersen. Other major tenants include the GSA, BDO
      Seidman, Dechert, Price & Rhoads, and Schwartz, Campbell & Detweiler. The
      buildings value was negatively impacted by the GSA leases which are
      structured with a rental reduction after the 5th year of the lease. In
      addition, the purchaser paid all of the realty transfer tax of $1.42
      million and assumed free rent and tenant improvement obligations for
      Arthur Andersen.

      Confirmation Data:

        Date:                                     01/16/95
        By:                                       BROKER
        With:                                     RF
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19

<PAGE>

                                                 QUALIFICATIONS OF JOHN J. LYNCH
================================================================================

Professional Affiliations

      Member, Appraisal Institute (MAI Designation #10585) 
      New Jersey Certified General Appraiser (Certificate #RG 01569) 
      Ohio Certified General Appraiser (Certificate #414115) 
      Pennsylvania Certified General Appraiser (Certificate #GA-000485-L) 
      Pennsylvania Real Estate Broker (License #ABO42902A) 
      Affiliate, Tri-State Commercial & Industrial Association of Realtors

Real Estate Experience

      Associate Director of Cushman & Wakefield of Pennsylvania, Inc. and
      Assistant Manager of its Valuation Advisory Services Department in
      Philadelphia. Mr. Lynch remains active with the Hospitality Group and
      continues to advise clients on complex income producing properties.

      Associate Director, Cushman & Wakefield of Pennsylvania, Inc. and member
      of the firms Hospitality Group, which specializes in the valuation and
      investment counseling on hotel properties, through June, 1993.

      Senior Appraiser, Cushman & Wakefield Appraisal Division, specializing in
      a wide variety of commercial and industrial real estate appraisal and
      investment counseling assignments throughout the nation from January, 1980
      to March, 1987. Cushman & Wakefield is an international full seminar real
      estate organization and a Rockefeller Group Company.

      Staff Appraiser, Walter A. McClatchy Co., Inc. of Philadelphia,
      Pennsylvania, specializing in commercial and industrial real estate
      appraisal and investment counseling throughout a wide geographic area from
      March, 1977 to December, 1979.

      Sales Associate, William Brucker Co. - Real Estate of Philadelphia,
      Pennsylvania, specializing in the sale and leasing of residential,
      commercial and industrial real estate from February, 1976 to March, 1977.

Formal Education

      Pennsylvania State University, University Park, Pennsylvania
         Bachelor of Science - 1975

         Appraisal Institute, Chicago, Illinois 
         Introduction to Appraising Real Property - 1977
         Basic Appraisal Principles, Methods and Techniques - 1978
         Capitalization Theory and Techniques - 1978
         Case Studies in Real Estate Valuation - 1981
         Valuation Analysis and Report Writing - 1982
         Investment Analysis - 1983 
         Standards of Professional Practice - 1989

      Various Lectures and Seminars for Continuing Education Credits
<PAGE>

       DISPLAY THIS CERTIFICATE PROMINENTLY o NOTIFY AGENCY WITHIN 10 DAYS
                                 OF ANY CHANGE

                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649 Harrisburg, PA 17105-2649

                                 Classification

         [SEAL OF THE BUREAU OF PROFESSIONAL AND OCCUPATIONAL AFFAIRS]

                               GENERAL APPRAISER

Certificate Number     Certification Date        Issued         Expires

GA-000485-L               DEC 02 1991        JUL 10 1995    JUN 30 1997


/s/ [ILLEGIBLE]
- ----------------------
Signature


/s/ [ILLEGIBLE]
- ----------------------
Commissioner of Professional and Occupational Affairs

Issued To:

JOHN JOSEPH LYNCH
29 WOODLAKE DRIVE
MARLTON NJ 08053

ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss. 4911
<PAGE>

                                                  QUALIFICATIONS OF JOHN B. RUSH
================================================================================

Professional Affiliations

      Member, Appraisal Institute (MAI Designation #7261) 
      Delaware Certified General Appraiser (Certificate #Xl-0000051)
      Maryland Certified General Appraiser (Certificate #10041)
      New Jersey Certified General Appraiser (Certificate #RG 00808)
      Pennsylvania Certified General Appraiser (Certificate #GA-000331-L)
      Pennsylvania Real Estate Broker (License #ABO43144A)
      Affiliate, Tri-State Commercial & Industrial Association of Realtors
      Associate, Urban Land Institute (Associate #164089)

Real Estate Experience

      Director of Cushman & Wakefield of Pennsylvania, Inc. and Manager of its
      Valuation Advisory Services Department in Philadelphia. Cushman &
      Wakefield is a international full service real estate organization and a
      Rockefeller Group Company.

      Senior Appraiser, Cushman & Wakefield Appraisal Division, specializing in
      commercial and industrial real estate appraisal and investment counseling
      throughout the nation from January, 1980 to September, 1985.

      Staff Appraiser, Boyle/Helbig Realty, Inc. of Philadelphia, Pennsylvania,
      specializing in commercial and industrial real estate appraisal and
      investment counseling throughout a wide geographic area from December,
      1977 to December, 1979.

      Associate, Michael Singer Real Estate Company of Philadelphia,
      Pennsylvania, specializing in the investment, leasing and management of
      local commercial and residential real estate from June, 1975 to December,
      1977.

Formal Education

      Drexel University, Philadelphia, Pennsylvania 
       Master of Business Administration - 1982

      Saint Joseph's College, Philadelphia, Pennsylvania
       Bachelor of Arts - 1975

      Appraisal Institute, Chicago, Illinois
       Required Courses of Study Leading to the MAI Designation
       Various Lectures and Seminars for Continuing Education Credits

      Board of Realtors, Philadelphia, Pennsylvania
       Required Courses of Study for State Licensure
<PAGE>

                                                  Qualifications of John B. Rush
================================================================================

Qualified Expert Witness

      United States Bankruptcy Court,
      Eastern District of Pennsylvania

      United States Bankruptcy Court,
      Middle District of Pennsylvania

      Court of Common Pleas
      Dauphin County, Pennsylvania

      Board of Assessment Appeals
      Bucks County, Pennsylvania

      Board of Revision of Taxes
      City of Philadelphia

      Board of Tax Review
      City of Philadelphia

      Board of Assessment Appeals
      Dauphin County, Pennsylvania
<PAGE>

       DISPLAY THIS CERTIFICATE PROMINENTLY o NOTIFY AGENCY WITHIN 10 DAYS
                                 OF ANY CHANGE

                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649 Harrisburg, PA 17105-2649

                                 Classification

         [SEAL OF THE BUREAU OF PROFESSIONAL AND OCCUPATIONAL AFFAIRS]

                               GENERAL APPRAISER

Certificate Number  Certification Date       Issued           Expires

GA-000331-L            SEP 10 1991        MAY 15 1995       JUN 30 1997


/s/ [ILLEGIBLE]
- ---------------------
Signature


/s/ [ILLEGIBLE]
- ---------------------
Commissioner of Professional and Occupational Affairs

Issued To:

JOHN BENJAMIN RUSH
325 POWDER HORN ROAD
FORT WASHINGTON PA 19034

ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss. 4911




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

================================================================================
COMPLETE APPRAISAL
OF REAL PROPERTY

17 Industrial Buildings
Located in the Greater Dabney Area
Henrico County, Virginia

VOLUME I OF II

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

IN A SELF CONTAINED REPORT


As Of July 1, 1997


Prepared For

Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Prepared By:

Cushman & Wakefield of Washington, D.C., Inc.
Valuation Advisory Services
1875 Eye Street, NW
Suite 700
Washington, D.C. 20006
<PAGE>

Cushman & Wakefield of Washington, D.C., Inc.        CUSHMAN & WAKEFIELD        
1875 Eye Street, N.W., Suite 700                     A ROCKEFELLER GROUP COMPANY
Washington, D.C. 20006                                 
(202) 467-0600

June 20, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

RE: Complete Appraisal of Real Property
    17 Industrial Buildings
    Located in the Greater Dabney Area
    Known as Dabney I through XI, Dabney A-1 and A-2, Britton's Hill,
    Westmoreland Plaza, Morton Marks and 2110 Tomlynn
    Henrico County, Virginia

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our self-contained appraisal
report estimating the prospective market value of the leased fee estate in the
above referenced properties. This appraisal report has been prepared in
accordance with our interpretation of your institution's guidelines, the
regulations of OCC and the Uniform Standards of Professional Appraisal Practice,
including the Competency Provision and The Financial Institutions Reform,
Recovery and Enforcement Act (FIRREA) and the guidelines of federal regulatory
agencies.

      The value opinions reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention those unusual limiting conditions
dealing with the following:

      1.    We assumed that the leases reportedly out for signature will be
            consummated upon the terms presented to us. Otherwise the value may
            be different.

      2.    We were given a site size for Dabney VI that was substantially
            smaller than the tax assessor's site size for that property. We
            relied on the data supplied to us by ownership and modified the
            assessment accordingly. As a result, our value conclusion may be
            different if the full assessment were employed.

      3.    Pursuant to your request, the date of value is July 1, 1997. We
            specifically assumed that no value affecting changes occur between
            the date of inspection, which was June 3, 1997, and the prospective
            date of value.
<PAGE>

Mr. Sheridan Schechner Page 2
Goldman Sacks Mortgage Company

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield,
Inc. of Washington, D.C.

      The property was inspected and the report prepared by Lynda Gallagher and
Steven M. Halbert, J.D., MAI. Donald R. Morris, MAI, also inspected the
property, reviewed the report and concurred with the conclusions herein.

      The subject property consists of 17 industrial properties situated in the
Greater Dabney area of Richmond, Virginia, and more fully described within the
body of this report. Individual cash flow projections were prepared for each
property leading to a conclusion of value on a building by building basis.


               The balance of this page intentionally left blank.

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


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

Mr. Sheridan Schechner Page 3
Goldman Sacks Mortgage Company

      Therefore, based on our complete appraisal as defined by the Uniform
Standards of Professional Appraisal Practice, we have formed an opinion that the
prospective market values of the leased fee estate in the referenced properties,
subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 1, 1997, is:

      ==================================================
      Property                             Market Value
      ==================================================
      Dabney I                                $1,200,000
      Dabney II                               $1,400,000
      Dabney III                                $900,000
      Dabney IV                               $1,500,000
      Dabney V                                $1,900,000
      Dabney VI                               $1,900,000
      Dabney VII                              $1,600,000
      Dabney VIII                             $1,200,000
      Dabney IX                               $1,300,000
      Dabney X                                $4,100,000
      Dabney XI                               $2,300,000
      Dabney A-1                              $1,200,000
      Dabney A-2                              $2,600,000
      Britton's Hill                          $4,500,000
      Westmoreland                            $5,200,000
      Morton Marks                            $1,500,000
      2110 Tomlynn                              $550,000
      ==================================================

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF D.C. INC.

/s/ Lynda Gallagher
- ----------------------------
Lynda Gallagher


/s/ Steven M. Halbert
- ----------------------------
Steven M. Halbert, J.D., MAI
Associate Director
Virginia Certified General Real Estate Appraiser 4001 001971

                                                   COMMONWEALTH OF VIRGINIA     
                                                   Steven M. Halbert
                                                   No. 4001 001971
                                                   Certified General Real Estate
                                                   Appraiser


/s/ Donald R. Morris
- -----------------------------
Donald R. Morris, MAI
Manager, Director
Virginia Commercial General Real Property Appraiser No. 4001-002465001-002465

                                                   COMMONWEALTH OF VIRGINIA
                                                   Donald R. Morris
                                                   No. 4001 002465
                                                   Certified General Real Estate
                                                   Appraiser

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

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                 17 Industrial Buildings in Dabney Center

Location:                      All within  the Greater Dabney Industrial Park in
                               Richmond, Henrico County, Virginia

                               Dabney I                 2256 Dabney Road
                               Dabney II                2251 Dabney Road
                               Dabney III               2112-2124 Tomlynn St
                               Dabney IV                2161-2179 Tomlynn St
                               Dabney V                 2200-2224 Tomlynn St
                               Dabney VI                2277 Dabney Road
                               Dabney VII               2246 Dabney Road
                               Dabney VIII              2130-2146 Tomlynn Street
                               Dabney IX                2248 Dabney Road
                               Dabney X                 2201-2247 Tomlynn Street
                               Dabney XI                2221-2245 Dabney Road
                               Dabney A-1               2238 Dabney Road
                               Dabney A-2               2240 Dabney Road
                               Britton's Hill           2511 Britton's Hill Road
                               Westmoreland Plaza       1957 Westmoreland St
                               Morton Marks             2201 Dabney Road
                               2110 Tomlynn             2100 Tomlynn St

General Overview:              The appraised properties consist of 17
                               industrial buildings built between 1965 and 1994
                               with the square footage ranging from 15,000 to
                               132,000 square feet. Occupancies are all above
                               90 percent for the brick and reinforced concrete
                               buildings.

Interest Appraised:            Leased fee estate

Date of Value:                 July 1, 1997

Date of Inspection:            June 3, 1997

Ownership:                     Various entities related to RF&P; see 
                               Introduction section for detailed listing

Highest and Best Use:          Existing industrial buildings

Marketing Time:                12 months

Value Indicators               See the table on the following table

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

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                    Summary of Salient Facts and Conclusions
<TABLE>
<CAPTION>
=======================================================================================================================
                                          Dabney I     Dabney II     Dabney III    Dabney IV    Dabney V    Dabney VI
Building Type                           Flex-Low Off  Flex-Low Off  Flex-Med Off Flex-Low Off Flex-Med Off Flex-Low Off
=======================================================================================================================
<S>                                     <C>           <C>           <C>          <C>          <C>          <C>        
Size (SF)                                    33,600        42,000        23,850       41,550       45,353       50,400
Sales Comparison Approach               $ 1,200,0O0   $ 1,500,000   $ 1,000,000  $ 1,50O,000  $ 1,800,000  $ 1,800,000
per SF                                  $     35.71   $     35.71   $     41.93  $     36.10  $     39.69  $     35.71
Income Capitalization Approach
Estimated Market Rental Rate:           $      5.40   $      5.40   $      6.35  $      5.40  $      6.35  $      5.40
Stabilized Vacancy Rate:                          5%            5%            5%           5%           5%           5%
Blended Vacancy Between Tenants            4 months      4 months      4 months     4 months     4 months     4 months
Free Rent:                                        0             0             0            0            0            0
Probability of Renewal:                          70%           70%           70%          70%          70%          70%
Tenant Improvement Allowance
  New Tenants                           $      2.00   $      2.00   $      2.00  $      2.00  $      2.00  $      2.00
  Renewal Tenants                       $      0.50   $      0.50   $      0.50  $      0.50  $      0.50  $      0.50
Estimated Market Rental Growth Rate             3.5%          3.5%          3.5%         3.5%         3.5%         3.5%
Estimated Expense Growth Rate:                  3.5%          3.5%          3.5%         3.5%         3.5%         3.5%
Estimated Real Estate Tax Growth Rate:          3.5%          3.5%          3.5%         3.5%         3.5%         3.5%
Reversion Year Capitalization Rate             10.5%         10.5%         10.5%        10.5%        10.5%        10.5%
Transaction Costs in Reversion Sale:            4.0%          4.0%          4.0%         4.0%         4.0%         4.0%
Discount Rate:                                 12.0%         12.0%         12.0%        12.0%        12.0%        12.0%
Indicated Value:                        $ 1,200,000   $ 1,400,000   $   900,000  $ 1,500,000  $ 1,900,000  $ 1,900,000

Value Conclusion:                       $ 1,200,000   $ 1,400,000   $   900,000  $ 1,500,000  $ 1,900,000  $ 1,900,000
Value Per Square Foot:                  $     35.71   $     33.33   $     37.74  $     36.10  $     41.89  $     37.70
Implicit Capitalization Rate:                  10.8%         10.9%          9.9%        10.8%        10.2%        10.0%
=======================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                    Summary of Salient Facts and Conclusions
<TABLE>
<CAPTION>
=======================================================================================================================
                                            Dabney VII   Dabney VIII   Dabney IX     Dabney X   Dabney XI  Dabney A-1
Building Type                              Flex-Hi Off  Flex-Med Off Flex-Hi Off  Flex-Hi Off Flex-Hi Off    R&D
=======================================================================================================================
<S>                                        <C>           <C>        <C>         <C>         <C>         <C>       
Size (SF)                                      33,149        29,700     30,263      85,844      45,250      15,389
Sales Comparison Approach                  $1,500,000    $1,200,000 $1,400,000  $3,900,000  $2,000,000  $1,200,000
per SF                                         $45.25        $40.40     $46.26      $45.43      $44.20      $77.98
Income Capitalization Approach
Estimated Market Rental Rate:                   $7.30         $6.35      $7.30       $7.30       $7.30       $8.50
Stabilized Vacancy Rate:                           5%            5%         5%          5%          5%          5%
Blended Vacancy Between Tenants              4 months      4 months   4 months    4 months    4 months    4 months
Free Rent:                                          0             0          0           0           0           0
Probability of Renewal:                           70%           70%        70%         70%         70%         70%
Tenant Improvement Allowance
  New Tenants                                   $2.00         $2.00      $2.00       $2.00       $2.00       $2.00
  Renewal Tenants                               $0.50         $0.50      $0.50       $0.50       $0.50       $0.50
Estimated Market Rental Growth Rate              3.5%          3.5%       3.5%        3.5%        3.5%        3.5%
Estimated Expense Growth Rate:                   3.5%          3.5%       3.5%        3.5%        3.5%        3.5%
Estimated Real Estate Tax Growth Rate:           3.5%          3.5%       3.5%        3.5%        3.5%        3.5%
Reversion Year Capitalization Rate              10.5%         10.5%      10.5%       10.5%       10.5%       10.5%
Transaction Costs in Reversion Sale:             4.0%          4.0%       4.0%        4.0%        4.0%        4.0%
Discount Rate:                                  12.0%         12.0%      12.0%       12.0%       12.0%       12.0%
Indicated Value:                           $1,600,000    $1,200,000 $1,300,000 $41,100,000  $2,300,000  $1,200,000

Value Conclusion:                          $1,600,000    $1,200,000 $1,300,000  $4,100,000  $2,300,000  $1,200,000
Value Per Square Foot:                         $48.27        $40.40     $42.96      $47.76      $50.83      $77.98
Implicit Capitalization Rate:                   11.1%         13.4%      10.6%        9.6%        9.5%       10.9%
=======================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                    Summary of Salient Facts and Conclusions
<TABLE>
<CAPTION>
========================================================================================================================
                                          Dabney A-2    Britton's Hill  Westmoreland    Morten's Mark    2110 Tomlynn St
Building Type                                    R&D         Warehouse     Warehouse        Warehouse          Warehouse
========================================================================================================================
<S>                                        <C>           <C>             <C>            <C>                 <C>     
Size (SF)                                      33,050       132,103         121,815         45,000            15,910      
Sales Comparison Approach                  $2,500,000    $4,400,000      $4,900,000     $1,500,000          $500,000
per SF                                         $75.64        $33.31          $40.22         $33.33            $31.43
Income Capitalization Approach                                                                          
Estimated Market Rental Rate:                   $8.50         $4.00           $5.00          $4.00             $4.00
Stabilized Vacancy Rate:                           5%            5%              5%             5%                5%
Blended Vacancy Between Tenants              4 months      4 months        4 months       4 months          4 months
Free Rent:                                          0             0               0              0      
Probability of Renewal:                           70%           70%             70%            70%               70%
Tenant Improvement Allowance                                                                            
  New Tenants                                   $2.00         $2.00           $2.00          $2.00             $2.00      
  Renewal Tenants                               $0.50         $0.50           $0.50          $0.50             $0.50
Estimated Market Rental Growth Rate              3.5%          3.5%            3.5%           3.5%              3.5%
Estimated Expense Growth Rate:                   3.5%          3.5%            3.5%           3.5%              3.5%
Estimated Real Estate Tax Growth Rate:           3.5%          3.5%            3.5%           3.5%              3.5%
Reversion Year Capitalization Rate              10.5%         10.5%           10.5%          10.5%             10.5%
Transaction Costs in Reversion Sale:             4.0%          4.0%            4.0%           4.0%              4.0%
Discount Rate:                                  12.0%         12.0%           12.0%          12.0%             12.0%
Indicated Value:                           $2,600,000    $4,500,000      $5,200,000     $1,500,000          $550,000

Value Conclusion:                          $2,600,000    $4,500,000      $5,200,000     $1,500,000          $550,000
Value Per Square Foot:                         $78.67        $34.06          $42.69         $33.33            $34.57
Implicit Capitalization Rate:                   10.7%         10.5%            9.1%          10.4%             12.4%
=======================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary Of Salient Facts And Conclusions
================================================================================

Special Assumptions Affecting Valuation:

1.    We assumed that the leases reportedly out for signature will be
      consummated upon the terms presented to us. Otherwise the value may be
      different.

2.    We were given a site size for Dabney VI that was substantially smaller
      than the tax assessor's site size for that property. We relied on the data
      supplied to us by ownership and modified the assessment accordingly. As a
      result, our value conclusion may be different if the full assessment were
      employed.

3.    Pursuant to your request, the date of value is July 1, 1997. We
      specifically assumed that no value affecting changes occur between the
      date of inspection, which was June 3, 1997, and the prospective date of
      value.

4.    Please refer to the complete list of assumptions and limiting conditions
      included at the end of this report.

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

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================

                                    Dabney I  [GRAPHIC OMITTED]

                                   Dabney II  [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                   Dabney III  [GRAPHIC OMITTED]

                                    Dabney IV  [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                    Dabney V   [GRAPHIC OMITTED]

                                    Dabney VI  [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                   Dabney VII  [GRAPHIC OMITTED]

                                  Dabney VIII  [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                    Dabney IX  [GRAPHIC OMITTED]

                                    Dabney X   [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                    Dabney XI   [GRAPHIC OMITTED]

                                   Dabney A-1   [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                 Dabney A-2        [GRAPHIC OMITTED]

                                 Britton's Hill    [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                               Westmoreland Plaza   [GRAPHIC OMITTED]

                               Morton Marks         [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                   2110 Tomlynn Street                         [GRAPHIC OMITTED]

                   Street scene looking north on Dabney Road   [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                Street scene looking south on Dabney Road      [GRAPHIC OMITTED]

                Street scene looking north on Tomlynn Street   [GRAPHIC OMITTED]
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                Street scene looking south on Tomlynn Street   [GRAPHIC OMITTED]
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ..............................................................  1
     Identification of Property ...........................................  1
     Property Ownership and Recent History ................................  1
     Purpose and Function of Appraisal ....................................  2
     Extent of the Office Appraisal Process ...............................  2
     Date of Value and Property Inspection ................................  3
     Property Rights Appraised ............................................  3
     Definitions of Value, Interest Appraised, and Other Pertinent Terms ..  3
     Exposure Time ........................................................  4
     Marketing Time .......................................................  4
     Legal Description ....................................................  5

REGIONAL ANALYSIS .........................................................  6

INDUSTRIAL MARKET ANALYSIS ................................................ 16

PROPERTY DESCRIPTION ...................................................... 20
     Site Description ..................................................... 20
     Improvements Description ............................................. 25

REAL ESTATE TAXES AND ASSESSMENTS ......................................... 46

ZONING .................................................................... 50

HIGHEST AND BEST USE ...................................................... 51

VALUATION PROCESS ......................................................... 53

SALES COMPARISON APPROACH ................................................. 55

INCOME CAPITALIZATION APPROACH ............................................ 62

RECONCILIATION AND FINAL VALUE ESTIMATE .................................. 147

ASSUMPTIONS AND LIMITING CONDITIONS ...................................... 149

CERTIFICATION OF APPRAISAL ............................................... 151

ADDENDA .................................................................. 153
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      The subject property is comprised of 17 industrial buildings containing a
total of 824,226 square feet of net rentable area (NRA). All of the buildings
are located in or near the Dabney Center Industrial Park, situated just north of
the city of Richmond in Henrico County, Virginia. The subject property, as a
whole, is known as Greater Dabney and consist of Dabney I through XI, Dabney A-1
and A-2, Britton's Hill, Westmoreland Plaza, Morton Mark, and 2110 Tomlynn.
Greater Dabney is bounded by the I-95 and I-64 interchange to the northeast,
Westwood Avenue to the south, Broad Street West to the southwest, and Staples
Mill Road to the northwest. The subject property is summarized in the following
table.

================================================================================
                            Subject Property Summary
================================================================================
                                             Building    Land Area Building Size
 Building Name      Address                    Type        (Acres)  (SF/NRA)
================================================================================
Dabney I         2256 Dabney Road          Office/Warehouse   1.9    33,600
Dabney II        2251 Dabney Road          Office/Warehouse   2.6    42,000
Dabney III       2112-2124 Tomlynn Street  Office/Warehouse   1.9    23,850
Dabney IV        2161-2179 Tomlynn Street  Office/Warehouse   3.1    41,550
Dabney V         2200-2224 Tomlynn Street  Office/Warehouse   2.8    45,353
Dabney VI        2277 Dabney Road          Office/Warehouse   3.1    50,400
Dabney VII       2246 Dabney Road          Office/Warehouse   2.8    33,149
Dabney VIII      2130-2146 Tomlynn Street  Office/Warehouse   2.8    29,700
Dabney IX        2248 Dabney Road          Office/Warehouse   3.6    30,263
Dabney X         2201-2247 Tomlynn Street  Office/Warehouse   6.6    85,844
Dabney XI        2221-2245 Dabney Road     Office/Warehouse   2.7    45,250
Dabney A-1       2238 Dabney Road                R & D        1.3    15,389
Dabney A-2       2240 Dabney Road                R & D        1.7    33,050
Britton's Hill   2511 Britton's Hill Road     Warehouse       8.2   132,103
Westmoreland     1957 Westmoreland Street     Warehouse      13.3   121,815
Morton Marks     2201 Dabney Road             Warehouse       3.2    45,000
2110 Tomlynn     2110 Tomlynn Street          Warehouse       0.8    15,910
================================================================================
Total                                                        62.4   824,226
================================================================================

Property Ownership and Recent History
      Title to the subject property is vested in a variety of entities according
to the tax rolls, all related to R F & P Corporation. The table on the following
page presents the ownership.

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

                                      -1-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

================================================================================
 Building Name               Address                    Ownership
================================================================================
 Dabney I              2256 Dabney Road            R F & P Corporation
 Dabney II             2251 Dabney Road            R F & P Corporation
 Dabney III            2112-2124 Tomlynn Street    Richmond Land Corp.
 Dabney IV             2161-2179 Tomlynn Street    Richmond Land Corp.
 Dabney V              2200-2224 Tomlynn Street    R F & P Corporation
 Dabney VI             2277 Dabney Road            Richmond Frederick & Potomac
                                                   Railroad Company
 Dabney VII            2246 Dabney Road            R F & P Properties, Inc.
 Dabney VIII           2130-2146 Tomlynn Street    R F & P Corporation
 Dabney IX             2248 Dabney Road            R F & P Corporation
 Dabney X              2201-2247 Tomlynn Street    R F & P Corporation
 Dabney XI             2221-2245 Dabney Road       R F & P Corporation
 Dabney A-1            2238 Dabney Road            R F & P Corporation
 Dabney A-2            2240 Dabney Road            R F & P Corporation
 Britton's Hill        2511 Britton's Hill Road    R F & P Corporation
 Westmoreland          1957 Westmoreland Street    R F & P Corporation
 Morton Marks          2201 Dabney Road            Richmond Land Corp.
 2110 Tomlynn          2110 Tomlynn Street         Richmond Land Corp.
================================================================================

      There have been no transfers during the last three years. Britton's Hill
and Westmoreland Plaza both transferred within the last five years, but not
within the last three years. With the changes in the market since their sales
dates and with the tremendous capital improvements made to Westmoreland by the
new owner, the sales prices paid back then are not probative in our current
assignment.

      It is our understanding that these properties along with a much larger
portfolio are being transferred for securitization purposes. We were not
provided with any details of this pending transaction.

Purpose and Function of Appraisal

      The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the subject property. The function of this report is to
assist Goldman Sacks Mortgage Company, its affiliates, rating agencies and
designees of Goldman Sacks Mortgage Company, in connection with asset
acquisition and loan securitization.

Extent of the Office Appraisal Process

      In the process of preparing this appraisal, we:

      o     Inspected the exterior of the building and site improvements, and a
            representative sample of tenant spaces with Mr. Thomas Butch Hall,
            maintenance engineer with Morton G. Thalheimer;

      o     Interviewed Mr. M. Pinson Neal, Mr. Gary Hooper, and Mr. Austin
            Newman with Morton G. Thalheimer, the property management and
            leasing company.

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain the sales prices per square foot and capitalization rates.
            This process involved telephone interviews with sellers, buyers
            and/or participating brokers;

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


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<PAGE>

                                                                    Introduction
================================================================================

            involved telephone interviews with sellers, buyers and/or
            participating brokers;

      o     Conducted market inquiries into recent sales of land in the suburban
            Richmond to ascertain the sales prices per square foot, and related
            value indicators. This process involved telephone interviews with
            sellers, buyers and/or participating brokers;

      o     Reviewed the leasing policy, tenant build-out allowances, and
            history of recent rental rates and occupancy with management and
            leasing agent;

      o     Reviewed a history of the income and expenses for 1994, 1995, 1996,
            and a budget forecast for 1997;

      o     Conducted market research into occupancies, asking rents, and
            operating expenses at competing buildings including interviews with
            on-site managers and a review of our own data base; and,

      o     Prepared sales comparison and income capitalization approaches to
            value.

Date of Value and Property Inspection

      The date of value is July 1, 1997. Steven M. Halbert, J.D., MAI, inspected
the subject property on June 3, 1997.

Property Rights Appraised

      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value, taken from the Uniform Standards of
Professional Appraisal Practice, 1995 Edition, published by The Appraisal
Foundation, is as follows:

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

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                                                                    Introduction
================================================================================

      1     Buyer and seller are typically motivated;

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

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

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

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

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that A reasonable time is allowed for exposure in the open
      market. Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

      Based upon the available sales data in the marketplace, as well as our
discussions with area brokers familiar with this property type, an exposure time
of 12 months would appear to have been reasonably appropriate for the subject
property as of the date of valuation.

      Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
      real property interest at the appraised value. Marketing time is presumed
      to start on the effective date of the appraisal, whereas exposure time is
      presumed to precede the effective date of appraisal. The estimate of
      marketing time uses some of the same data analyzed in the process of
      estimating the reasonable exposure time and is not intended to be a
      prediction of a date of sale.

      Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of apartment projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would be about 12 months.

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by The Appraisal
Institute:

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

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

      Market Rent

      The rental income that a property would most probably command on the open
      market, indicated by the current rents paid and asked for comparable space
      as of the date of appraisal.

      Cash Equivalent

      A price expressed in terms of cash, as distinguished from a price
      expressed totally or partly in terms of the face amounts of notes or other
      securities that cannot be sold at their face amounts.

      Discounted Cash Flow (DCF) Analysis

      The procedure in which a discount rate is applied to a set of projected
      income streams and a reversion. The analyst specifies the quantity,
      variability, timing and duration of the income streams as well as the
      quantity and timing of the reversion and discounts each to its present
      values at a specified yield rate. DCF analysis can be applied with any
      yield capitalization rate and may be performed on either a lease-by-lease
      or aggregate basis.

      Market Value As Is on Appraisal Date

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; related to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

Legal Description

      The subject property is precisely described by the Henrico County Tax
Assessor's Office as follows:

================================================================================
                            Legal Description Summary
================================================================================
Building Name               Address                       Tax Parcel number
================================================================================
Dabney I            2256 Dabney Road                        116-01-E-01
Dabney II           2251 Dabney Road                        116-01-C-02
Dabney III          2112-2124 Tomlynn Street                116-01-C-01
Dabney IV           2161-2179 Tomlynn Street                116-01-A-01
Dabney V            2200-2224 Tomlynn Street                116-01-C-04
Dabney VI           2277 Dabney Road                        104-OA-32-G
Dabney VII          2246 Dabney Road                        116-01-01-02
Dabney VIII         2130-2146 Tomlynn Street               Same as Dabney V
Dabney IX           2248 Dabney Road                        116-01-01-03
Dabney X            2201-2247 Tomlynn Street                116-01-B-01
Dabney XI           2221-2245 Dabney Road               Same as Dabney II
Dabney A-1          2238 Dabney Road                        116-01-F-02
Dabney A-2          2240 Dabney Road                        116-01-01-01
Britton's Hill      2511 Britton's Hill Road                 104-OA-02
Westmoreland        1957 Westmoreland Street         116-OA-25 and 116-OA-10
Morton Marks        2201 Dabney Road                         116-OA-56
2110 Tomlynn        2110 Tomlynn Street             Same as Morton Marks
================================================================================

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<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

      The dynamic nature of economic relationships within a market area have a
direct bearing on real estate values and the long-term quality of a real estate
investment. In the market, the value of a property is not based on the price
paid for it in the past or the cost of its creation, but on what buyers and
sellers perceive it will provide in the future. Consequently, the attitude of
the market toward a property within a specific neighborhood or market area
reflects the probable future trend of that area.

      Since real estate is an immobile asset, economic trends affecting its
locational quality in relation to other competing properties within its market
area will also have a direct effect on its value as an investment. To accurately
reflect such influences, it is necessary to examine the past and probable future
trends which may affect the economic structure of the market and evaluate their
impact on the market potential of the subject. This section of the report is
designed to isolate and examine the discernible economic trends in the region
and neighborhood which influence and create value for the subject property.

      A regional map indicating the location of the subject is presented on the
following page.

Location

      The subject property is located in the City of Richmond, Virginia within
the Richmond Petersburg Metropolitan Statistical Area (MSA). For statistical
purposes, this area includes Chesterfield, Dinwiddle, Goochland, Hanover,
Henrico, New Kent, Powhatan and Prince George Counties. In addition, this MSA
also includes Charles, Colonial Heights, Hopewell, Petersburg and Richmond
Cities.

      Richmond is located approximately 100 miles south of Washington, D.C. and
is midway between Atlanta and Boston. The City of Richmond is situated at the
end of the navigable portion of the James River, which bisects the city. Founded
in 1737 as a central marketplace of inland Virginia, it linked the piedmont and
mountain areas of Virginia with the seaports at Hampton Roads. In 1779, Richmond
became the state capital which has had a profound effect upon the growth of the
region. Richmond is the home of the Virginia General Assembly, state and federal
courts, and Virginia's capital. The success of the Richmond area is evidenced by
the influx and growth of local businesses, immigration to and population growth
in the area, as well as expansion of the employment base.

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


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<PAGE>

                                  Regional Map  [GRAPHIC OMITTED]

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Demographics

      Demographic statistics for the Richmond MSA are summarized in the
following table.

           =========================================================
                               Demographic Summary
           =========================================================
           Population
           =========================================================
                      2001 Projection                     1,000,848
                      1996 Estimate                         942,346
                      1990 Census                           865,640
                      1980 Census                           761,304
                      1980-1990 % Change                     13.70%
                      1990-1996 % Change                      8.86%
                      1996-2001 % Change                      6.21%
           =========================================================
           Households
           =========================================================
                      2001 Projection                       386,777
                      1996 Estimate                         362,848
                      1990 Census                           331,824
                      1980 Census                           269,289
                      1980-1990 % Change                     23.22%
                      1990-1996 % Change                      9.35%
                      1996-2001 % Change                      6.59%
           =========================================================
           Median Household Income
           =========================================================
                      2001 Projection                        $46,784
                      1996 Estimate                          $40,118
                      1990 Census                            $33,489
                      1980 Census                            $18,293
                      1980-1990 % Change                      86.07%
                      1990-1996 % Change                      19.79%
                      1996-2001 % Change                      16.62%
           1990 Average Home Value                           $78,111

           1990 % College Graduates                            18.3%
           =========================================================
           Source: Strategic Mapping, Inc.
           =========================================================

Population

      According to Strategic Mapping, Inc., the population in the Richmond MSA
has increased dramatically slightly since 1980. In 1980 the population for the
entire MSA was 761,304 which then increased to 865,640 or 13.70 percent in 1990.
The population estimate for 1996 shows a slight slowing trend in the population
as the estimate increased from the 1990 figure to 942,346 or 8.86 percent.
Projections for the year 2001 show an increase expected over the next five year
period of 6.21 percent. This trend shows strong growth across the region.

Households

      The total number of households in the MSA has increased approximately
23.22 percent from 1980 to 1990. The 1990 household figure of 331,824 households
has increased to an estimated figure of 362,848 in 1996 which indicates an
increase of 9.35 percent over the six

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<PAGE>

                                                               Regional Analysis
================================================================================

year period since 1990. Similar to the overall population growth, the average
annual increase has decelerated from the previous ten year period to a more
normalized basis, which is still above the national averages. The number of
households has been increasing since 1980, even during periods when the
population was shrinking. This has been possible due to the declining household
size which has dropped from 2.72 persons in 1980 to 2.52 persons in 1996. The
number of households is expected to increase to 386,777 in the year 2001, an
increase of 6.59 percent from the 1996 estimate. The steadily increasing number
of households should have a positive impact on the local economic condition.

Income

      The median income per household in the MSA has increased considerably
since 1980. In 1980 the median household income was $18,293, which increased by
86.07 percent or 8.61 percent per annum to $33,489 in 1990. Based on estimates
from Strategic Mapping, Inc., the 1996 median household income was $40,118. The
1996 estimate indicates that overall growth in the median household income
slowed to 19.79 percent from 1990 to 1996 or a still strong 3.30 percent per
annum. The area is expected to continue in this income growth trend through
2001.

      A breakdown of the household income characteristics for the MSA is shown
as follows:


================================================================================
                        Household Income Characteristics
================================================================================
                          1980            1990          1996 Est.     2001 Proj.
================================================================================
  $0 - $9,999             25.6%          12.0%           9.6%            8.1%
  $10,000 - $14,999       15.0%          7.5%            6.1%            4.8%
  $15,000 - $24,999       28.3%          16.5%           13.3%           10.9%
  $25,000 - $34,999       17.5%          16.1%           13.9%           12.1%
  $35,000 - $49,999       9.4%           20.0%           19.5%           17.5%
  $50,000 - $74,999       2.8%           18.1%           20.9%           22.1%
  $75,000 - $99,999       1.4%           5.7%            8.9%            11.5%
  $100,000 - $149,999       -            2.7%            5.6%            9.3%
  $150,000+                 -            1.5%            2.2%            3.7%
  TOTAL                 100.0%         100.0%          100.0%          100.0%
================================================================================
  Source: Strategic Mapping, Inc.
================================================================================

Unemployment Rate

      Over the past year, the overall unemployment rate in the Richmond MSA
remained flat. Henrico County had a lower unemployment rate of 3.0 percent as of
year end 1996. The most recent unemployment figure as of March 1997 for Henrico
County was 2.6 percent, which is slightly below the 2.7 percent figure twelve
months earlier. The March 1997 rate for the metro area of 3.3 percent was the
same for the previous period. The metropolitan area has been experiencing an
improvement in the economy. The Richmond MSA has outperformed the nation and the
state in terms of employment over the past few years; and it is anticipated that
it will continue to do so in the future.

      The following tables compare the unemployment rate for the area to that of
the state and national average for the year end averages and the current month
figures.

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                                                               Regional Analysis
================================================================================

================================================================================
                                Unemployment Rate
                   Comparison by County, MSA, State, and U.S.
================================================================================
   Year           Henrico            Richmond           Virginia          U.S.
                  County             MSA
================================================================================
   1996           3.0%                3.7%              4.4%              5.4%
   1995           2.9%                3.7%              4.5%              5.6%
   1994           3.3%                4.4%              4.9%              6.1%
   1993           3.9%                4.9%              5.1%              6.9%
   1992           5.4%                6.7%              6.4%              7.5%
================================================================================
  Source: U.S. Department of Labor and Employment Security, Bureau of Labor 
  Market Information.
================================================================================


      ==================================================================
                 Current Month - Unemployment Rate
      ==================================================================
         Geographic Area          March 1996              March 1997
      ==================================================================
         Henrico County              2.7%                      2.6%
         Richmond MSA                3.3%                      3.3%
         Virginia                    4.6%                      4.4%
         U.S.                        6.0%                      5.9%
      ==================================================================
         Source: U.S. Department of Labor and Employment Security
      ==================================================================

      As population in the Richmond area has increased, employment has grown as
existing businesses expanded and new companies located in the area. Local
businesses are attracted to the convenient location between Atlanta and Boston,
competitive tax policies, and excellent transportation systems. In Richmond,
there is no sales tax on raw materials, and no state or local inventory tax on
manufacturing. Furthermore, sales and use tax, corporate income tax, and
unemployment insurance tax rates are low compared to national averages of other
cities. In fact, Richmond has the lowest unemployment insurance tax rate in the
nation, while the worker's compensation rate is seventh in the U.S. The labor
force has an education level as high or higher than other metro areas of
Richmond's size, or larger. Furthermore, Richmond area workers are reportedly 43
percent more productive per worker hour than U.S. workers as a whole, according
to the Metropolitan Economic Development Council. In addition, less than 11
percent of Richmond area workers are unionized, compared to the national average
of 20 percent. These factors have contributed to the influx of employers into
the Richmond area. Richmond's business climate has attracted and retained some
of the most prestigious businesses in the U.S., helping to boost the local
employment base.

      As shown in the following table, with the exception of manufacturing all
industry segments witnessed steady growth. The largest increases came from
services at 3.24 percent followed by T.C.P.U. at 2.87 percent, and construction
at 2.67 percent. The following table illustrates the five year trend for
employment by sector for the Richmond MSA.

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                                                               Regional Analysis
================================================================================

================================================================================
                        At-place Employment -- 1992 - 1996
================================================================================
Category                1992       1993      1994       1995       1996  Percent
================================================================================
 Manufacturing         62,900     61,400    61,100    60,600     59,700   -1.04

 Mining                 7,000      7,000     7,000     8,000      8,000    2.71

 Construction          27,000     27,500    27,900    29,300     30,800    2.67

 T.C.P.U               23,000     24,100    25,000    26,000     26,500    2.87

 Wholesale & Retail
 Trade                106,300    108,700   115,000   119,700    120,400    2.52
                                           
 F. I. R. E.           38,700     39,700    42,000    42,400     42,900    2.08
                                           
 Services             109,200    113,100   118,700  125,,000    128,100    3.24
                                           
 Federal, State &      96,300     99,100   100,900    98,300     96,800    0.10
 Local                                    
 Government
================================================================================
 Total                464,100    474,300   491,200   502,100    506,000    1.74
================================================================================
 Unemployment Rate        6.7        4.9       4.4       3.7        3.7     -
 - Richmond MSA                            
 Unemployment Rate        7.5        6.9       6.1       5.6        5.4     -
 - USA                                    
================================================================================
 Source: Bureau of Labor Static's
================================================================================

      Total employment increased by 0.78 percent over the past year and 1.74
percent over the past five years, in combination with a declining unemployment
rate (as of March 1997), indicates economic stability in the area. We anticipate
slow growth in employment during the next few years and possibly accelerated
growth towards the end of the decade. The largest increases are anticipated in
the services and construction categories with the strengthening economy, with
growth expected from all areas with the exception of government which is
expected to decline.

      Shown on the following page is the most recent employment by industry in
the subject's area.

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

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                                                               Regional Analysis
================================================================================

         NON-AGRICULTURAL INSURED EMPLOYMENT BY MAJOR INDUSTRY DIVISION
             April 1996 to 1997 Comparison - Not Seasonally Adjusted
                                RICHMOND AREA MSA
================================================================================

   INDUSTRY  Average Employment  SHARE Average Employment  SHARE       CHANGE

             April 1996 (000's)        April 1997 (000's)
================================================================================
Manufacturing      59.3          11.7%        59.8         11.7%        0.84%
Construction       30.2           6.0%        31.6          6.2%        4.64%
Mining              0.8           0.2%         0.7          0.1%      -12.50%
T.C.P.U.*          26.2           5.2%        26.5          5.2%        1.15%
Trade             118.4          23.4%       120.1         23.5%        1.44%
F.I.R.E.**         42.6           8.4%        43.1          8.4%        1.17%
Services          130.1          25.7%       130.6         25.5%        0.38%
Government         98.5          19.5%        98.9         19.3%        0.41%
================================================================================
TOTALS            506.1         100.0%       511.3        100.0%        1.03%
================================================================================

 * Transportation, & Public Utilities
** Finance/Insurance/Real Estate
================================================================================

      Over the past year, total employment witnessed a small increase of 1.03
percent. Construction and Retail Trade were the leading industries with an
overall increase of 4.64 percent and 1.44 percent respectively. This offset the
small losses in the mining industry.

      The appraisers have outlined both the major employers in the local market
of Henrico County and the macro market of metropolitan Richmond, Virginia. It
should be noted that in both the metropolitan rankings and the county rankings
the top employment lists include private industry only. As can be seen, the
majority of the employment is trade and service oriented in nature for both
areas. The following charts summarize the major employers within the county and
the MSA.

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


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<PAGE>

                                                               Regional Analysis
================================================================================
                              Major Area Employers
                              Henrico County (1997)
================================================================================
      Employer                                              Number of Employees
================================================================================
      Circuit City                                            5,000-6,000
      Reynolds Metal                                          4,000-5,000
      Crestar Financial                                       3,000-4,000
      Secours                                                 3,000-4,000
      Tri-Son Health Care                                     2,000-3,000
      Via Systems Technology                                  2,000-3,000
      American Home Products                                  1,000-2,000
      United Parcel Service                                   1,000-2,000
      Tysons Ford                                               900-1,000
      Stone Container                                           800-900
================================================================================
  Source: Henrico County Office of Economic Development
================================================================================

================================================================================
                              Major Area Employers
                      Richmond, Virginia Metro Area (1997)
================================================================================
       Employer                                             Number of Employees
================================================================================

       Philip Morris USA                                          8,000
       Columbia/HCA Healthcare Corp.                              6,340
       Circuit City Stores                                        5,194
       Reynolds Metals Co.                                        4,300
       Capital One Financial Corp.                                4,064
       Dominion Resources Inc.                                    3,803
       Ukrops Super Markets Inc.                                  3,585
       Allied Signal Corp.                                        3,400
       Crestar Financial Corp.                                    3,252
       Bon Secours Richmond Health                                3,051
       NationsBank Corp.                                          2,726
       Trigon Blue Cross/Blue Shield                              2,705
       Signet Banking Corp.                                       2,501
       DuPont Co.                                                 2,500
       Bell Atlantic-Virginia                                     2,445
       Viasystems Technologies Corp.                              2,100
       Food Lion Inc.                                             1,621
       Central Fidelity Banks, Inc.                               1,595
       Richfood Holdings Inc.                                     1,583
       Wal-Mart Stores Inc.                                       1,512
================================================================================
  Source: Richmond Times Dispatch
================================================================================

Transportation

      The Richmond area is served by four interstate highways creating an
excellent network for entering and exiting the vicinity. Interstate routes 95,
64, 195 and 295 are within the City

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


                                      -13-
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                                                               Regional Analysis
================================================================================

and serve the metropolitan area. Interstate 95 is the most important north-south
highway on the eastern seaboard. To the north, it connects Richmond with
Washington, D.C. and other cities in the northeast corridor; to the south, it
reaches to Miami, Florida. Route 95 also traverses downtown Richmond and serves
as an expressway in the local vicinity. Interstate 64, which runs principally
east to west, lends access to Hampton Roads and the Tidewater area of Virginia.
To the west, it intersects with Interstate 81 in the Shenandoah Valley before
continuing to West Virginia and Kentucky. Locally, I-295 forms a semicircle
around the metropolitan area, with an eventual extension south to Prince George
County and a southern connector to Interstate 95 is proposed. Interstate Route
195 gives access to the portion of Richmond located along the James River. Yet
another local expressway is the Powhite Parkway which links the two halves of
the city of Richmond (the north and south banks of the James River). The Powhite
has been extended to the emerging suburban areas of central Chesterfield County.
Several U.S. highways converge in Richmond, namely, Routes 1, 33, 60, 250, 301
and 360.

      Richmond International Airport has recently undergone a $38 million
expansion, making it a modem state-of-the-art airport. The expansion includes
all-weather second level boarding courses and a new entrance roadway connecting
with Interstate 64. The airport is located 12 miles east of Richmond in Henrico
County. There are over 200 flights daily by American, Delta, Eastern, United and
U.S. Air, plus six regional carriers. Air time to New York is only 60 minutes.

      The Richmond area is a major East Coast rail center. Passenger railways
are utilized by AMTRAK while the major freight railway companies are CSX
Transportation; Richmond, Fredericksburg and Potomac; and Norfolk-Southern.

      The port of Richmond provides an excellent water transportation system for
cargo to Europe, Africa, South America, Canada and the Caribbean. The deep water
port is the westernmost on the north Atlantic and handles over 413,000 tons of
bulk and container cargo annually.

      The Greater Richmond Transit Company (GRTC) provides transportation
services to commuters. The system offers several transit routes in Henrico
County as well as downtown service connecting the financial and retail
districts. Trailways, Greyhound and Groome Transportation charter buses to other
cities. 

Education/Recreation

      The Richmond area boasts of numerous colleges and universities in the
vicinity. Among these educational institutions are Randolf-Macon College,
University of Richmond, Virginia Commonwealth University, Medical College of
Virginia, Virginia Union College, etc. Many of the area's public secondary
school systems allocate higher per student expenditures than the national
average. Area school systems have also adopted progressive measures over the
past decade to improve and enhance the normal school criteria. In addition,
there are many prestigious private secondary schools including St.
Christopher's, St. Catherine's, Collegiate, and Benedictine.

      The city of Richmond serves as the cultural and recreational heart of
Central Virginia. There are many museums including the Virginia Museum of Fine
Arts, The Valentine Museum, Museum of the Confederacy, and the Science Museum of
Virginia.

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


                                      -14-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      In addition, Richmond serves as a center for the performing arts at
locations including the Carpenter Center and the Theater Virginia. Local area
residents can also enjoy numerous park lands including James River Park, Bryan
Park and Pocohontas State Park.

Conclusion

      Richmond is centrally located along the East Coast at the northern end of
the Sun Belt. This location contributed to its growth as a business and
industrial area over the last decade. While population and employment growth in
the region have recently diminished, both are expected to continue growing at
moderate rates during the 1990's. The moderate cost of living, low taxes and
strong economics appeal to Richmond businesses. Transportation networks and
waterways that make Richmond attractive to corporations also make it attractive
to individuals. Overall, the Richmond area is expected to prosper moderately in
the future.

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


                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
<CAPTION>

                                                     Richmond Industrial Market
                   ================================================================================================================
                              Heavy Industrial                                         Light Industrial
===================================================================================================================================
Year  Quadrant     Rentable      Vacant  Vacancy     Net         Under       Rentable      Vacant  Vacancy     Net        Under    
                    Sq. Ft.      Sq. Ft.   Rate   Absorption Construction     Sq. Ft.      Sq. Ft.   Rate  Absorption  Construction
===================================================================================================================================
<S>      <C>      <C>          <C>         <C>     <C>         <C>          <C>           <C>        <C>    <C>           <C>
1996     NEQ      2,237,828     53,500     2.4%     74,248        -           476,848       6,530    1.4%     8,400         -
         NWQ        472,031       -        0.0%       -           -         2,575,621      83,420    3.2%    84,101       50,000
         SEQ      1,619,032    100,421     6.2%    441,579     453,000        496,668      25,400    5.1%   (24,636)        - 
         SWQ      3,296,207    284,183     8.6%    293,150      98,243      1,445,917     125,508    8.7%   (61,363)      40,000
                  ------------------------------------------------------  ---------------------------------------------------------
         Totals   7,625,098    438,104     5.7%    808,977     551,243      4,995,054     240,858    4.8%     6,502       90,000
                                                                                         
1995     NEQ      2,184,828     74,748     3.4%    262,406        -           488,848      14,930    3.1%    14,270         - 
         NWQ        472,131      5,000     1.1%      7,736        -         2,598,307     167,521    6.4%   (31,808)        - 
         SEQ      1,077,032       -        0.0%      9,858     542,000        555,604       8,700    1.6%    20,800         - 
         SWQ      2,756,874     38,000     1.4%    197,780     230,000      1,434,472      65,145    4.5%   109,795         - 
                  ------------------------------------------------------  ---------------------------------------------------------
         Totals   6,490,865    117,748     1.8%    477,780     772,000      5,077,231     256,296    5.0%   113,057         -  
                                                                                         
1994     NEQ      2,184,828    337,154    15.4%   (302,660)       -           471,148      11,500    2.4%    23,091         - 
         NWQ        471,131     11,736     2.5%     19,700        -         2,658,972     196,378    7.4%   173,211         - 
         SEQ      1,077,032      9,858     0.9%     97,891        -           555,604      29,500    5.3%    48,451         - 
         SWQ      2,762,149    241,055     8.7%    (73,825)       -         1,447,670     188,138   13.0%    40,566         - 
                  ------------------------------------------------------  ---------------------------------------------------------
         Totals   6,495,140    599,803     9.2%   (258,894)       -         5,133,394     425,516    8.3%   285,319         - 
                                                                                         
1993     NEQ      2,184,828     34,494     1.6%    192,066        -           471,148      34,591    7.3%    26,975       45,000
         NWQ        471,131     31,436     6.7%     21,924        -         2,586,722     297,339   11.5%   148,325         - 
         SEQ      1,077,032    107,749    10.0%    (33,855)       -           555,604      77,951   14.0%     2,153         - 
         SWQ      2,859,789    167,230     5.8%    102,670        -         1,447,270     228,304   15.8%    20,229         - 
                  ------------------------------------------------------  ---------------------------------------------------------
         Totals   6,592,780    340,909     5.2%    282,805        -         5,060,744     638,185   12.6%   197,682       45,000
                                                                                         
1992     NEQ      2,184,828    226,560    10.4%    262,920        -           471,148      61,566   13.1%    12,415         -  
         NWQ        471,131     53,360    11.3%     33,175        -         2,594,624     453,566   17.5%   111,417         - 
         SEQ      1,077,032     73,894     6.9%    116,416        -           545,604      70,104   12.8%     2,300         - 
         SWQ      2,818,379    228,490     8.1%     (6,530)       -         1,442,415     243,678   16.9%   (24,188)        -  
                  ------------------------------------------------------  ---------------------------------------------------------
         Totals   6,551,370    582,304     8.9%    405,981        -         5,053,791     828,914   16.4%   101,944         - 
===================================================================================================================================
</TABLE>
<PAGE>

                                                      INDUSTRIAL MARKET ANALYSIS
================================================================================

      This market analysis is prepared to illustrate the current trends which
exist throughout the Richmond region, specific to its industrial market. Local
professionals segment the industrial market into four geographic quadrants
(Northwest, Northeast, Southwest and Southeast) radiating from the Richmond CBD.
More simply, the market is divided into northern and southern halves by the
James River. South of the James, the industrial market has historically been
manufacturing union intensive and anchored by the corporations of Phillip Morris
(tobacco) and DuPont (chemical). The north is more distribution and less union
oriented.

      According to Harrison & Bates, Inc., a local commercial real estate firm,
the Richmond industrial market is basically segmented into two categories: heavy
and light. Heavy industrial is made up of manufacturing and distribution uses.
Light industrial included office/warehouse or flex space, characterized by a
higher percentage of average office finish and improved curb appeal. High tech
or R&D uses may also be accommodated in flex space if the interior is finished
to include satisfactory mechanical and plumbing components and/or other above
standard items unique to the tenant's operation. As described, the subject
property is comprised of 17 industrial buildings including eleven multi-tenant
office/warehouse (flex) structures, two R&D facilities, and four warehouse
buildings. Accordingly, we will examine both the heavy and light industrial
market.

      The statistical data used in this analysis of the industrial market is
taken from The 1997 Richmond Commercial Real Estate Market Review prepared by
Harrison & Bates, Inc. The table on the facing page summarizes the inventory,
availability, absorption and development activity since 1992 for both market
segments. The survey excludes owner-occupied space.

Inventory and Development

      Richmond's heavy industrial market is comprised of 7,625,098 square feet,
of which the majority of inventory is located in the northeast (29.3 percent)
and southwest (43.2 percent) quadrants. The northeast submarket includes the
Fairgrounds Distribution Center, and the southeast quadrant includes portions of
Interstate 95 south of Richmond. In terms of supply, this market segment held
constant from 1990 to 1994, with no deliveries occurring during this time
frame. In 1995, the first speculative projects broke ground with a total of
772,000 square feet under construction. The following year, over 550,000 square
was under construction.

      Based on information provided by Harrison & Bates, the following heavy
industrial projects, as of June 1997, are currently under construction.

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


                                      -16-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      Industrial Market Analysis
================================================================================
================================================================================
                Heavy Industrial Market Under Construction Supply
================================================================================
     Building Name        Submarket      Total SF     Delivery Date  Asking Rent
   Property Address                     Available SF                  Per SF
================================================================================
 Eastport VI                             174,720            10/97      $4.50
                                         -------
  5701 Eastport Blvd.     Southeast      174,720
- --------------------------------------------------------------------------------
 Highwoods I                             165,000             N/A  $4.00 to $6.00
                                         -------
  Lewis Road              Southeast      165,000
- --------------------------------------------------------------------------------
 River's Bend                            158,400            06/97       N/A
                                         -------
  600 Liberty Way         Southwest            0
- --------------------------------------------------------------------------------
 River's Bend                            146,000            11/97       N/A
                                         -------
  500 Liberty Way         Southwest            0
- --------------------------------------------------------------------------------
 River's Bend Center                      98,243            09/97      $4.59
                                         -------
  Kingston Avenue         Southwest       98,243
- --------------------------------------------------------------------------------
 10552 Air Park Road                      19,500             N/A       $4.50
                                         -------
  10552 Air Park Road     Northeast       19,500
================================================================================
 Total Under Construction Supply         761,863
================================================================================

      As can be seen, there is currently about 760,000 square feet under
construction in six projects. The majority of activity is occurring in the
southern submarkets. This is partially due to the development of two
semiconductor manufacturing plants in Henrico County and Chesterfield County.
Motorola recently built a wafer fabrication complex in the West Creek. This
facility upon full operation is projected to employ 5,000. White Oak
Semiconductor, a Siemens Motorola Joint Venture, is developing a random access
memory chip facility in eastern Henrico County, near the Richmond International
Airport, and upon completion will employ 1,500. These two projects, along with
positive market dynamics, are the catalysts for much of the current speculative
development, with developers are looking to capture the anticipated demand
generated by related high-tech companies.

      The light industrial segment is smaller with a current inventory of
4,995,054 square feet. The majority of light industrial product is located in
the northwest quadrant. This submarket contains 51.6 percent of current supply.
Interestingly, this quadrant is the smallest heavy industrial submarket. The
southwest quadrant possesses 28.9 percent of product, and the remaining two
submarkets are evenly split. In terms of inventory, the light industrial market
has experience little movement over the past five years. However, there is a
renewed interest in flex buildings and the market is poised for expansion.

      In the southwest quadrant, Liberty Property Trust recently delivered a
40,000 square foot flex/office building in River's Bend Center. The project,
known as River's Bend Center II, is located in Kingston Avenue and asking rents
are $7.50 per square foot. In the northwest quadrant, there are two buildings
under construction -- Villa Park III with 90,000 square feet, and Grove Park I
at Wyndham with 24,000 square feet. The asking rents at these facilities are
between $7.50 and $11.00 per square foot. These two projects are scheduled for
delivery by year end. According to a mid-year report prepared by Morton G.
Thalheimer, there as much as 386,000 square feet of flex space planned.

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


                                      -17-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      Industrial Market Analysis
================================================================================

      There are several factors which seem to be driving the renewed interest in
flex product. The construction of the White Oak Semiconductor plant has
attracted a steady stream of vendors, many of which find office/service
buildings most attractive for their flexible requirements. Secondly, as office
rents continue to increase, the gap between office and flex rental rates widens.
This creates a secondary market of tenants which may have traditionally occupied
office space, but are realizing the cost savings and efficiencies associated
with flex buildings. Thus, the light industrial segment benefits from both the
expansion in the region's industrial base and recovery of the office market. We
expect to see a continued growth in the light industrial market over the next
two years.

Absorption and Vacancy

      The heavy industrial market experienced positive net absorption in 1996,
with more than half of the absorption occurring in the industrial parks
surrounding Richmond International Airport in eastern Henrico County. The 1996
net absorption has twice that of 1995. Nonetheless, vacancy rates increased by
390 basis points over the prior year to 5.7 percent. This is due to the market
expansion and several speculative buildings delivered in 1996.

      According to the Morton Thalheimer mid-year report, the heavy industrial
vacancy rate has increased sharply to about 10.7 percent. This increase is due
primarily to previously leased or occupied space being added to inventory. The
biggest single factor is the availability of the Best Products Distribution
Center located in Ashland, Virginia. This high-bay warehouse contains about
680,000 square feet and is available because of the liquidation of the Best
Products Company. Several other warehouse spaces of less than 100,000 square
feet have come on the market adding to the Best Products impact. The upside is
no new speculative construction was announced during the first half of the year;
although, construction continued on new buildings in the Richmond International
Airport area and the newly developed Rivers Bend area in Chesterfield County.

      The Best Products Distribution Center represents 47.3 percent of
availabilities, and as such, current vacancy rates are skewed. We believe the
heavy industrial market remains strong and the latter half of the year should
experience positive net absorption coupled with a decrease in vacancy rates to
below 10.0 percent overall and various quadrants below 5.0 percent.

      The light industrial market experienced nominal absorption is 1996 and a
slight decline in vacancy rates to 4.8 percent. This low net absorption is due
to the lack of availabilities with much of the remaining inventory comprised of
functionally obsolete buildings or those located in less desirable locations.
There is presently a backlog of prospective tenants for spaces in the 10,000 to
15,000 square foot and over range. In response, there are several speculative
projects under construction. This should further strengthen the flex market.

      As of mid-year 1997, the flex market post a vacancy level of 4.0 percent.
Over the second half of the year, we expect vacancy to be around 5.0 percent as
new product is added to inventory,

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


                                      -18-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      Industrial Market Analysis
================================================================================

Rental Rates

      Both Harrison & Bates and Morton Thalheimer report increased rental rates
for the heavy and light industrial sectors over the prior two years. According
to Harrison & Bates, rental rates for heavy industrial product ranges from $3.00
to $5.00 per square foot, and for light industrial buildings ranges from $6.00
to $9.00 per square foot. These rents are either triple net or industrial gross.
In the Richmond market, industrial gross is the reimbursement of real estate
taxes and insurance over the base year. Many older buildings (1970s and 1980s)
lease on an industrial gross basis with newer properties most often leasing on a
triple net basis. As always, location is a major determinant while rail access,
although helpful for heavy industrial properties, does not reportedly carry a
rent premium. Concessions, once an integral component to close a deal, have
disappeared. Leasing terms range from five to ten years.

Conclusion

      The Richmond industrial market, for both the heavy and light segments,
appears to be in balance, with supply and demand near equilibrium for existing
properties. With regard to the heavy industrial market, there are a number of
speculative buildings under development scheduled for delivery by year end.
Beyond this, there are no speculative projects planned. The overall vacancy
rate, while low, has increased slightly in 1997 due to the return of the Best
Product Distribution Center, with 680,000 square feet, to the market. This one
building represents 47.3 percent of available supply, and as such, skews the
overall vacancy rate. Extracting this building from supply, the implied vacancy
is 5.6 percent. In addition, rental rates have increases in 1996. Overall, the
outlook for this market segment is one of optimism, but industry participants
are keeping a close eye on the third and forth quarters as much of the
speculative space comes on line. Nonetheless, given the expansion in the regions
economic base, we believe vacancy levels will remain around the five percent
level.

      The light industrial or flex market has undergone a resurgence in the last
year. The year end vacancy rate was reported at 4.8 percent and has declined
during the first half of 1997 to 4.0 percent. Absorption has been flat due to
the lack of desirable space. Further, rental rates increased due to the tight
supply. In response, there are several new flex buildings under development.
This expansion of the flex market should strengthen this market segment and
provide existing and new tenants with options. The outlook is positive with
continued low vacancy rates.

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


                                      -19-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

Dabney I                    1
Dabney II                   2
Dabney III                  3
Dabney IV                   4
Dabney V                    5
Dabney VI                   6
Dabney VII                  7
Dabney VIII                 8
Dabney IX                   9
Dabney X                    10
Dabney XI                   11
Dabney A-1                  12
Dabney A-2                  13
Britton's Hill              14
Westmoreland                15
Morton Marks                16
2110 Tomlynn                17

                                 [Photo of Map] [GRAPHIC OMITTED]

                                Tax Map Location
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

      The subject property consists of 17 industrial buildings four of which are
triple net leased warehouses, two are R&D (research and development) and 11 are
flex buildings. Within the flex category, we categorized the buildings by the
extent of office build-out into minimal, medium and high office build-out.

Site Description

      For ease of analysis and reporting, characteristics which are common to
all sites were presented first. Thereafter, we present a more detailed
description of the individual building sites which comprise the subject
property. Finally, we discuss the improvements on each site.

Topography:                            Level and at street grade

Street Improvements:                   Asphalt pavement, two lanes, curbs,
                                       gutters and storm drains

Access:                                Via the respective frontage street

Soil Conditions:                       We did not receive nor review a soil
                                       report. However, we assume that the
                                       soil's load-bearing capacity is
                                       sufficient to support the existing
                                       structures. We did not observe any
                                       evidence to the contrary during our
                                       physical inspection of the property. Each
                                       tract's drainage appears to be adequate.

Land Use Restrictions:                 We were not given a title report to
                                       review. We do not know of any easements,
                                       encroachments, or restrictions that would
                                       adversely affect the site's use. However,
                                       we recommend a title search to determine
                                       whether any adverse conditions exist.

Flood Hazard:                          According to Community Panel No.
                                       5100770050 B National Flood Insurance
                                       Rate Map, effective February 4, 1981, the
                                       subject property is in Flood Hazard Zone
                                       C and, therefore, does not require flood
                                       hazard insurance.

Wetlands:                              We were not given a Wetlands survey. If
                                       subsequent engineering data reveal the
                                       presence of regulated wetlands, it could
                                       materially affect property value. We
                                       recommend a wetlands survey by a
                                       competent engineering firm.

Hazardous Substances:                  We observed no evidence of toxic or
                                       hazardous substances during our
                                       inspection of the site. However, we are
                                       not trained to perform technical
                                       environmental inspections and recommend
                                       the services of a professional engineer
                                       for this purpose.

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


                                      -20-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Dabney I

Location:                              Northwest corner of Dabney Street and
                                       Tomlynn Street (extended)
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             1.9 acres

Dabney II

Location:                              Southeast corner of Dabney Street and
                                       Tomlynn Street 
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             2.6 acres

Dabney III

Location:                              North of the northwest corner of Jacques
                                       Street and Tomlynn Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             1.9 acres

Dabney IV

Location:                              North of the northeast corner of Jacques
                                       Street and Tomlynn Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             3.1 acres

Dabney V

Location:                              North of the northwest corner of Jacques
                                       Street and Tomlynn Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             2.8 acres

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


                                      -21-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Dabney VI

Location:                              Northwest of the northwest corner of Par
                                       Street and Dabney Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             3.1 acres per data provided (tax parcel
                                       records showed 16.7 acres)

Dabney VII

Location:                              Northeast corner of Dabney Street and
                                       Tomlynn Street (extended)
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             2.8 acres

Dabney VIII

Location:                              North of the northwest corner of Jacques
                                       Street and Tomlynn Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             2.8 acres

Dabney IX

Location:                              Southwest corner of Dabney Street and
                                       Tomlynn Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             3.6 acres

Dabney X

Location:                              North of the northeast corner of Jacques
                                       Street and Tomlynn Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             6.6 acres

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


                                      -22-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Dabney XI

Location:                              North of the northeast corner of Jacques
                                       Street and Dabney Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             2.7 acres

Dabney A-1

Location:                              North of the northwest corner of Jacques
                                       Street and Dabney Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             1.3 acres

Dabney A-2

Location:                              North of the northwest corner of Jacques
                                       Street and Dabney Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             1.7 acres

Britton's Hill

Location:                              North of the northeast corner of 
                                       Bethlehem Road and Britton's Hill Drive
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             8.2 acres

Westmoreland Plaza

Location:                              Northeast corner of Jacques Street and
                                       Westmoreland Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Irregular

Land Area:                             13.3 acres

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


                                      -23-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Morton Marks

Location:                              Northeast corner of Jacques Street and
                                       Dabney Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             3.2 acres

2110 Tomlynn Street

Location:                              North of the northwest corner of Jacques
                                       Street and Tomlynn Street
                                       Richmond, Henrico County, Virginia

Shape:                                 Basically rectangular

Land Area:                             0.8 acres

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


                                      -24-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Improvements, Description

      Again, the following presents the generic characteristics common to all
properties, after which we detail each individual property.

Americans With Disabilities Act:       The Americans With Disabilities Act (ADA)
                                       became effective January 26, 1992. We
                                       have not made, nor are we qualified by
                                       training to make, a specific compliance
                                       survey and analysis of this property to
                                       determine whether or not it is in
                                       conformity with the various detailed
                                       requirements of the ADA. It is possible
                                       that a compliance survey and a detailed
                                       analysis of the requirements of the ADA
                                       could reveal that the property is not in
                                       compliance with one or more of the
                                       requirements of the Act. If so, this fact
                                       could have a negative effect upon the
                                       value of the property. Since we have not
                                       been provided with the results of a
                                       survey, we did not consider possible
                                       non-compliance with the requirements of
                                       ADA in estimating the value of the
                                       property.

Hazardous Substances:                  We are not aware of any potentially
                                       hazardous materials (such as formaldehyde
                                       foam insulation, asbestos insulation,
                                       radon gas emitting materials, or other
                                       potentially hazardous materials) which
                                       may have been used in the construction of
                                       the improvements. However, we are not
                                       qualified to detect such materials and
                                       urge the client to employ an expert in
                                       the field to determine if such hazardous
                                       materials are thought to exist.

Design Features and Functionality:     Each building's overall design features
                                       and the functionality of its layout are
                                       deemed acceptable to the market based on
                                       high level of occupancy. These building
                                       represent typical and ordinary product of
                                       their respective types--access is good,
                                       parking appears adequate, layout typical,
                                       etc.

Physical Condition:                    The subject properties appear to be well
                                       maintained. We noted no items of deferred
                                       maintenance beyond what would normally be
                                       taken care of within an on-going
                                       maintenance and capital repair program.

                                       We did not inspect the roofs or make a
                                       detailed inspection of the mechanical
                                       systems. The appraisers, however, are not
                                       qualified to render an opinion as to the
                                       adequacy or condition of these
                                       components. The client is urged to retain
                                       an expert in this field if detailed
                                       information is needed about the
                                       mechanical systems.

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


                                      -25-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Dabney I

General Description

    Year Built:                        1982

    Net Rentable Area:                 33,600 square feet

    Percent Office:                    20 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Eight

    Clear Height:                      21 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

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


                                      -26-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                            Property Description
================================================================================

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney II

General Description

    Year Built:                        1983

    Net Rentable Area:                 42,000 square feet

    Percent Office:                    14 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Ten

    Clear Height:                      14-18 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

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


                                      -27-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney III

General Description

    Year Built:                        1984

    Net Rentable Area:                 23,850 square feet

    Percent Office:                    25 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Seven

    Clear Height:                      14-18 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

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


                                      -28-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney IV

General Description

    Year Built:                        1985

    Net Rentable Area:                 41,550 square feet

    Percent Office:                    20 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Ten

    Clear Height:                      19 feet

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


                                      -29-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney V

General Description

    Year Built:                        1985

    Net Rentable Area:                 45,353 square feet

    Percent Office:                    34 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

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


                                      -30-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
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                                                            Property Description
================================================================================

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Ten

    Clear Height:                      14-18 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney VI

General Description

    Year Built:                        1986

    Net Rentable Area:                 50,400 square feet

    Percent Office:                    20 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

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


                                      -31-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     12

    Clear Height:                      14-18 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney VII

General Description

    Year Built:                        1987

    Net Rentable Area:                 33,149 square feet

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


                                      -32-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

    Percent Office:                    35 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     14

    Clear Height:                      16 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

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


                                      -33-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Dabney VIII

General Description

    Year Built:                        1988

    Net Rentable Area:                 29,700600 square feet

    Percent Office:                    20 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Nine

    Clear Height:                      17 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

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


                                      -34-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
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                                                            Property Description
================================================================================

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney IX

General Description

    Year Built:                        1989

    Net Rentable Area:                 30,263 square feet

    Percent Office:                    44 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     15

    Clear Height:                      14-18 feet

Mechanical Detail

     Heating and Cooling:              Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

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


                                      -35-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney X

General Description

    Year Built:                        1989

    Net Rentable Area:                 85,844 square feet

    Percent Office:                    44 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     24

    Clear Height:                      18 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   Yes

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


                                      -36-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney XI

General Description

    Year Built:                        1994

    Net Rentable Area:                 45,250 square feet

    Percent Office:                    22 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     13

    Clear Height:                      18-20 feet

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


                                      -37-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   Yes

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney A-1

General Description

    Year Built:                        1984

    Net Rentable Area:                 15,389 square feet

    Percent Office:                    100 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

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


                                      -38-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
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                                                            Property Description
================================================================================

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     None

    Clear Height:                      18-20 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   None

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Dabney A-2

General Description

    Year Built:                        1993

    Net Rentable Area:                 33,050 square feet

    Percent Office:                    100 Percent (more precisely about 1/3
                                       office and 1/3 high build out laboratory)

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

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


                                      -39-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     One

    Clear Height:                      22 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   Yes

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Britton's Hill

General Description

    Year Built:                        1987

    Net Rentable Area:                 132,103 square feet

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


                                      -40-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

    Percent Office:                    30 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     22

    Clear Height:                      18-24 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   Yes

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery

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


                                      -41-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Westmoreland Plaza

General Description

    Year Built:                        1975/93

    Net Rentable Area:                 121,815 square feet

    Percent Office:                    100 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Four

    Clear Height:                      14-18 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   Yes

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

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


                                      -42-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

Morton Marks

General Description

    Year Built:                        1962/85 est.

    Net Rentable Area:                 45,000 square feet

    Percent Office:                    30 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Three

    Clear Height:                      14-18 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   Yes

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

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


                                      -43-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

2110 Tomlynn Street

General Description

    Year Built:                        1965

    Net Rentable Area:                 15,910 square feet

    Percent Office:                    30 Percent

Construction Detail:

    Foundation:                        Reinforced concrete

    Framing:                           Reinforced concrete

    Floors:                            Concrete

    Exterior Walls:                    Brick

    Roof Cover:                        Either hot mopped tar/built-up system or
                                       insulated membrane with ballast

    Windows:                           Safety glass in aluminum frames

    Pedestrian Doors:                  Safety glass in aluminum frames

    Loading Doors:                     Two

    Clear Height:                      21 feet

Mechanical Detail

    Heating and Cooling:               Package heating and cooling units in
                                       office areas; gas heat in warehouse areas

    Fire Protection:                   No

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


                                      -44-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Interior Detail

    Layout:                            Offices and/or show rooms in front,
                                       warehouse in rear

    Floor Covering:                    Carpet or tile in office; bare concrete
                                       in warehouse

    Walls:                             Painted gypsum board

    Ceilings:                          Dropped suspended ceiling tile in office;
                                       none in warehouse

    Lighting:                          Typically, fluorescent in office and
                                       various incandescent and fluorescent in
                                       warehouse

    Restrooms:                         Varies with unit size; fixtures in each
                                       unit

Site Improvements

    Parking:                           Appears adequate

    On-Site Landscaping:               Minimal trees and shrubbery typically
                                       around perimeter and as street buffer

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


                                      -45-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>

                                     Greater Dabney 1997 Real Estate Assessment and Tax Summary
===================================================================================================================================
                 Tax Parcel               Building                  1997 Assessment                     Tax    Real Estate    Taxes
                                                       -----------------------------------------        
Property           Number                   Size        Land           Building         Total           Rate      Taxes       Per SF
===================================================================================================================================
<S>              <C>                       <C>         <C>              <C>           <C>              <C>       <C>          <C>  
Dabney I         116-01-E-01               33,600      $203,400         $793,300        $996,700       0.0094     $9,369      $0.28
Dabney II        116-01-C-02               42,000      $334,500       $3,320,500      $3,655,000       0.0094    $34,357      $0.39
Dabney XI                                  45,250
                                           ------
                 Total Dabney X and XI     87,250
Dabney III       116-01-C-01               23,850      $202,600         $847,900      $1,050,500       0.0094     $9,875      $0.41
Dabney IV        116-01-A-O1               41,550      $309,800       $1,237,700      $1,547,500       0.0094    $14,547      $0.35
Dabney V         116-01-C-04               45,353      $463,900       $2,885,800      $3,349,700       0.0094    $31,487      $0.42
Dabney VIII                                29,700
                                           ------
                 Total Dabney V and VIII   75,053
Dabney VI        104-0A-32-G               50,400      $172,173       $1,485,100      $1,657,273       0.0094    $15,578      $0.31
Dabney VII       116-01-01-02              29,700      $288,300       $1,243,300      $1,531,600       0.0094    $14,397      $0.48
Dabney IX        116-01-01-03              30,263      $356,700       $1,138,100      $1,494,800       0.0094    $14,051      $0.46
Dabney X         116-01-B-01               85,844      $561,300       $3,746,100      $4,307,400       0.0094    $40,490      $0.47
Dabney A-1       116-01-F-02               15,389      $137,200         $711,800        $849,000       0.0094     $7,981      $0.52
Dabney A-2       116-01-01-01              33,050      $298,100       $1,441,600      $1,739,700       0.0094    $16,353      $0.49
Britton's Hill   104-0A-02                132,103      $643,200       $2,195,500      $2,838,700       0.0094    $26,684      $0.20
Westmoreland     116-OA-25                           $1,141,200       $3,706,800      $4,848,000
                 116-OA-10                             $269,700          $20,000        $289,700
                                                     ----------       ----------      ----------
                 Total Westmoreland       121,815    $1,410,900       $3,726,800      $5,137,700       0.0094    $48,294      $0.40
Morton Marks     116-OA-56                 45,000      $812,700       $1,178,200      $1,990,900       0.0094    $18,714      $0.31
2ll0 Tomlynn                               15,910
                                          -------
                 Total Morton and Tomlynn  60,910
===================================================================================================================================
NOTES:           Dabney II and XI are assessed as one tax parcel.
                 Dabney II and XI are assessed as one tax parcel.
                 Dabney VI's land assessment is an allocation of land attributed to the improvements (3.1 acres out of a 16.6638 
                 acre parcel).
                 Westmoreland Plaza consists of two tax parcels.
                 Morton Marks and 2110 Tomlynn are assessed as one tax parcel.
===================================================================================================================================
</TABLE>
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               REAL ESTATE TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of Henrico County.
The county assesses real property at a ratio of 100 percent of ad Valorem value
on a calendar year basis with re-valuations conducted every two to three years.
For the 1997 tax year, the annual real estate tax rate is $0.94 per $100 of
assessed valuation. Real estate taxes are payable in two installments due in
June and December. In an effort to project the future tax liability for the
subject properties, we have reviewed both the present and historical tax rates
combined with a forecast of the assessments.

Tax Rates

      The following is a table displaying the five and ten year trend in tax
rates levied by the above noted taxing jurisdictions.

================================================================================
                       Tax Rate Per $100 of Assessed Value
================================================================================
        Taxing Authority        1987           1992             1997
================================================================================
        Henrico County         $0.98           $0.98           $0.94
================================================================================

      As can be seen, the tax rates were flat from 1987 through 1992. In fact,
the real estate tax rate was set at $0.98 in 1985 and did not change until 1996.
In 1995, a newly elected Board of Supervisors announced that they intended to
drop real estate tax rates by $0.02 per year for five years. As a result, the
rate decreased to $0.96 in 1996 and $0.94 in 1997. The rate decrease, however,
is not expected to continue because the Board of Supervisors indicated that they
will not be decreasing the rate for the following year and early indications are
that the tax rate will remain at the $0.94 level over the short term.

      It is difficult, at best to judge the likelihood of future tax rate
increases when viewing only a short history. Tax rates tend to increase or
decrease based upon the combined influences of changes in property values and
increasing governmental budgetary needs as the jurisdiction tries to maintain a
pace with inflationary pressures. Henrico County is very stable financially,
with a high ratio of commercial to residential properties and as a result, the
county has been able to keep the tax rate constant and recently, decreased them.
Therefore, we do not expect to see much movement in the tax rates over the next
few years, with a possible increase in incremental bumps during the latter half
of the holding period (ten years).

Tax Assessment

      The subject property is comprised of 17 industrial buildings, but for tax
purposes, it consist of only 16 tax parcels. Deviations from the norm (one
property being one tax parcel) are described as follows:

      1.  Dabney II and XI are considered one tax parcel (116-01-C-02);
      2.  Dabney V and VIII are considered one tax parcel (116-01-C-04);
      3.  Dabney VI's tax parcel contains 16.6638 acres, but only 3.1 acres are
          allocated to the improvements;
      4.  Westmoreland Plaza is comprised of two tax parcels (116-OA-25 and 116-
          OA-10); and
      5.  Morton Marks and 2110 Tomlynn are considered one tax parcel 
          (116-OA-56).

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


                                      -46-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               Real Estate Taxes and Assessments
================================================================================

      The subject's current and associated tax liability is presented in the
table on the facing page.

      Based on conversations with Mr. Leonard Biff, commercial appraiser with
the Henrico County Assessor's Office, the properties considered flex by the
assessor's office were assessed for 1997. These properties are Dabney II through
XI, and the assessment's increased by 7.6 to 72.6 percent over the prior year.
Mr. Biff indicated that the assessment is based primarily on the income
capitalization approach, with secondary support from the sales comparison
approach. In the subject's case, operating statements were provided by the owner
and as such, the re-assessed values are based on the individual property's
financial performance. Although, it should be noted that there is a lag, with
the assessment established in 1996 (based on 1995 income statements) for the
1997 tax year. We do not expect these properties assessments to change in the
next two years.

      The remaining properties' assessments did not change over the prior year.
The assessor's office is currently re-assessing distribution and warehouse
buildings, over 20,000 square foot, for the following tax year (1998). As such,
we would expect the assessment for Dabney I, Dabney A-1 and A-2, Britton's Hill,
Westmoreland Plaza, Morton Marks, and 2110 Tomlynn to increase in 1998. This
appears reasonable given our concluded value estimate for these properties.

      In an effort to evaluate the fairness of the subject's current assessed
value and future prospect for change, we have compared the assessments to the
market value estimates concluded in this report. The following table depicts
this comparison

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


                                      -47-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               Real Estate Taxes and Assessments
================================================================================

================================================================================
                         Assessment and Value Comparison
================================================================================
                                           1997        Market Value   Percentage
 Property      Tax Parcel Number        Assessment       Estimate     Difference
================================================================================
Dabney I            116-01-E-01           $996,700      $1,200,000      +20.4%
- --------------------------------------------------------------------------------
Dabney II           116-01-C-02         $3,655,000      $3,700,000       +1.2%
Dabney XI       
- --------------------------------------------------------------------------------
Dabney III          116-01-C-01         $1,050,500        $900,000      -14.3%
- --------------------------------------------------------------------------------
Dabney IV           116-01-A-01         $1,547,500      $1,500,000       -3.1%
- --------------------------------------------------------------------------------
Dabney V            116-01-C-04         $3,349,700      $3,100,000       -7.5%
Dabney VIII
- --------------------------------------------------------------------------------
Dabney VI            104-A-32-G         $1,657,273      $1,900,000      +14.6%
- --------------------------------------------------------------------------------
Dabney VII          116-01-01-02        $1,531,600      $1,600,000       +4.5%
- --------------------------------------------------------------------------------
Dabney IX           116-01-01-03        $1,494,800      $1,300,000      -13.0%
- --------------------------------------------------------------------------------
Dabney X            116-01-B-01         $4,307,400      $4,100,000       -4.8%
- --------------------------------------------------------------------------------
Dabney A-1          116-01-F-02           $849,000      $1,200,000      +41.3%
- --------------------------------------------------------------------------------
Dabney A-2          116-01-01-01        $1,739,700      $2,600,000      +49.5%
- --------------------------------------------------------------------------------
Britton's Hill        104-A-02          $2,838,700      $4,500,000      +58.5%
- --------------------------------------------------------------------------------
Westmoreland      116-A-25,116-A-10     $5,137,700      $5,200,000       +1.2%
- --------------------------------------------------------------------------------
Morton Marks          116-A-56          $1,990,900      $2,050,000       +2.9%
2110 Tomlynn
================================================================================

      The recently assessed properties (Dabney II through XI) current assessment
compares favorable with our concluded value estimate. Only Dabney III and IX had
a difference greater than 10.0 percent, and the difference is attributed to
changes in the tenancy between when the assessment was established (1996) and
today. For example, Dabney III has some significant rollover in Year 1 of the
analysis and our value conclusion reflects the lease expirations. Overall, we
believe the above noted properties are fairly assessed.

      The remaining properties have not been re-assessed for several years. Not
surprisingly our market value conclusion is significantly higher than the
assessment. This, however, should be temporary since these properties are
currently being re-assessed for the next tax year. At this time, the assessment
should fall in line with market parameters. Thus, the these properties are
considered to be fairly assessed.

      The only exception is Westmoreland Plaza, which was substantially improved
in late-1993 to a 100 percent office build-out for Capital One. The property
was re-assessed at this time based on the upgrades made and new leasing status.
The current assessment is based on the income capitalization approach, wherein
the assessor uses the direct capitalization method. Our market value conclusion
is similar to the assessment.

Ad Valorem Tax Conclusions

      In the discounted cash flow analyses to follow, each individual property's
current tax liability was used for all but two properties. Thereafter, we
assumed a 3.5 percent increase in real estate taxes over the ten year holding
period. This is considered reasonable given long

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


                                      -48-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               Real Estate Taxes and Assessments
================================================================================

term trends. The two atypical properties, Dabney A-2 and Britton's, had
assessments that were significantly below our estimated values. Hence, in the
cash flows for them, we increased in Year Two the tax liability to reflect an
assessment approximately 90 percent of our final value conclusion.

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


                                      -49-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          ZONING
================================================================================

      The subject property is situated in two zones: M-1, Light Industrial
District and M-2, General Industrial District. Dabney III, Dabney IV, Britton's
Hill, Morton Marks and 2110 Tomlynn are zoned Ml; whereas, the remaining twelve
properties are zoned M2. The purpose of these industrial zoning classifications
is to provide areas for industrial and manufacturing uses. A wide range of uses
are permitted including manufacturing, fabricating, processing, wholesale
distribution and warehousing facilities, as well as office and retail. The
Henrico Zoning Ordinance is pyramidal with respect to business, industrial and
office zones and essentially, most use allowed in the business and office zone
is permitted in the M-1 and M-2 districts. Nonetheless, the M-2 zone permitted
the more intensive industrial uses.

            The following restrictions apply:

================================================================================
                       M-1 Zone                       M-2 Zone
================================================================================
Minimum Lot Area:      None Specified                 None Specified

Minimum Lot Width:     None Specified                 None Specified

Maximum Height:        45 Feet                        50 Feet

Minimum Setbacks:
      Front:           25 Feet                        25 Feet
      Side:            None, Unless adjacent to a     None, Unless adjacent to a
                       residential district then      residential district then
                       25 feet                        25 feet
      Rear:            30 Feet                        30 Feet
================================================================================

      Off street parking requirements for industrial establishments are based
upon a ratio of office and warehouse use. For office use, one parking space for
the first 1,000 square feet and one parking space per each 400 square feet
remaining is required. For warehouse use, one parking space per two employees is
required. We were not provided with an accounting of the number of employees at
the various properties and as such, it is difficult to estimate the exact number
of off street parking spaces required. Nonetheless, based on conversations with
property management, as well as our inspection of the property, there appears to
be ample off street parking to meet the needs of the existing tenant base. We
assume that the property conforms with the zoning ordinance in this regard.

      We are not experts in the interpretation of complex zoning ordinances. As
the buildings went through the approval process at the time of construction, we
assume that they are legal and conforming structure. The formal determination of
compliance is beyond the scope of a real estate appraisal.

      To the best of our knowledge, there are no known deed restrictions
(private or public) which would further limit the use of the subject property.
This statement should not be taken as a guarantee or warranty that no such
restrictions exist. Deed restrictions are a legal matter and only a title
examination by an attorney would normally uncover such restrictive covenants.
Thus, an examination by a title attorney is recommended on the subject property
if any questions regarding such restrictions arise.

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


                                      -50-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Legally Permissible

      The subject's zoning classification permits development of a broad range
of industrial uses plus office and retail.

Physically Possible

      Each of the sites would allow for development of the legally permissible
uses. The only obvious physical limitation would be size. Some of the smaller
sites would not permit large uses of any kind. All appropriate and necessary
utilities are available to the sites, and all have appropriate access and
frontage. Street improvements are also adequate.

Financially Feasible

      Several features of the subject property indicate that industrial use is
the highest and best use of the subject property. First, the sites lie within a
major industrial park. While some R&D uses can be found, including at the
subject, the primary uses reflect typical industrial and warehouse operations.
Transportation corridors are conveniently located, enhancing the desirability of
the sites for appropriate industrial uses. While office and retail are
permissible, they would not be anticipated under the principle of conformity.
Hence, we excluded them.

      Based on the above, we concluded that the highest and best use of the
subject sites, as vacant, would be industrial uses ranging from warehouse to
R&D, depending on market conditions for each market segment.

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      We next considered the subject property as improved vis-a-vis the highest
and best use conclusion to assess whether the improvement should remain as is or
whether an addition, a conversion or a renovation should be made, or whether the
improvements should be demolished.

                                      -51-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Highest and Best Use
================================================================================

      Since the subject as improved closely resembles the ideal use, the
existing use reflects the highest and best use. Converting the subject to an
alternative use would not be appropriate as the current use is consistent with
the ideal use. No other modification would appear to make economic sense.

      Given our final value conclusion there is obviously sufficient value in
the property, as improved, to negate any possible redevelopment of the tract for
the foreseeable future. This conclusion is supported by the data and analysis
presented in the balance of this report. This premise is obviously contingent
upon property management exercising prudence in maintaining the property.

      For these reasons, it is our opinion that the subject property, as
presently developed, represents the highest and best use of the site as
improved.

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


                                      -52-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o   This approach is more relevant for new construction or where
          sufficient information is available to reasonably estimate the
          replacement cost new of the improvements and land.

      o   The investment marketplace does not typically trade buildings such as
          the subject on a cost/value basis, particularly in markets where it is
          generally perceived that cost exceeds value.

      o   The subjectivity of accurately estimating accrued depreciation of the
          existing improvements significantly limits the reliability of this
          approach.

      In the Sales Comparison Approach, we performed the following steps:

      o   Searched the market for recent industrial building sales within the
          Richmond area which contain similar physical and economic
          characteristics to the subject property.

      o   Analyzed differences between those sales and the subject on the basis
          of the sales price per square foot and extracted overall
          capitalization rates. 

      o   Correlated the various value indications into a point value estimate
          from within the range.

      In developing the Income Capitalization Approach, we:

      o   Studied rents in effect in the immediate and competing areas to
          estimate potential rental income at market levels for the three
          industrial property types.

      o   Studied the recent history of operating expenses at the subject
          property and competing properties to estimate an appropriate level of
          stabilized expenses and reserves for replacement.

      o   Estimated net operating income by subtracting stabilized expenses from
          potential gross income after deduction for vacancy and collection
          loss.

      o   Prepared a discounted cash flow analysis in which the estimated income
          and expenses over a projected holding period, and the estimated
          property value at the time of reversion, are discounted at an
          appropriate rate to estimate present market value.

      In estimating the final value, we performed the following:

      o   Reviewed and re-examined each of the approaches to value which were
          employed.

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


                                      -53-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Valuation Process
================================================================================

      o   Considered the type and reliability of the data used and applicability
          of each approach.

      o   Reconciled the approaches to a final value conclusion.

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


                                      -54-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing these
individual properties with similar, recently sold properties in the surrounding
or competing area. Inherent in this approach is the principle of substitution,
which holds that when a property is replaceable in the market, its value tends
to be set at the cost of acquiring an equally desirable substitute property,
assuming that no costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, effective gross income
            multiplier, and overall capitalization rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

Analysis of Sales

      The Richmond industrial market has historically been a stable and fared
better than other commercial sectors during the real estate down cycle of the
early 1990s. Today, the market is strengthened with an expansion of the regions
employment base specific to the manufacturing and related industries. The
industrial market, both light and heavy, have shown signs of improvement with an
upward pressure on rents, diminished concession packages, positive net
absorption and the beginning of a development cycle with several speculative
projects under construction. Due to the stability of this market, investor
demand is strong and primarily generated by institutional investors including
large pension funds and REITs. For example, in 1996 Liberty Trust increased its
holdings through the purchase of a $20 million portfolio of land and buildings
in Henrico County.

      The subject property consists of 17 industrial buildings in the Greater
Dabney area. The subject buildings are generally classified in five categories:
flex--minimum office build-out, flex--medium office build-out, flex--high
office build-out, research and development (R&D) buildings, and warehouse
buildings. For purposes of this analysis, we combined all of the flex product
together, and will analyze the subject via the sales comparison approach in
these three groups.

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


                                      -55-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      A summary of the improved sales used is shown on the following page along
with a location map, and a detailed description of each sale is included in the
Addenda. The most widely-used and market-oriented unit of comparison for
properties such as the subject is the sales price per square foot of net
rentable area. All of the comparable sales were analyzed on this basis.

Sales Price Per Square Foot Analysis

      The comparables indicate sales prices ranging from $26.32 to $60.30 per
square foot of net rentable area on a cash equivalent basis. These prices per
square foot have been influenced by differences in construction quality,
condition of the premises, character of the tenancy, and location. Nevertheless,
it is important to address each property in terms of the conventional sequence
of adjustments. Following are those considerations which are relevant to the
subject. The first four elements (property rights conveyed, financing,
conditions of sale, market conditions) must be considered in advance of applying
any other compensating factors to derive value conclusions via the sales price
per square foot methodology. After these first four adjustments, we will
consider the comparable by property type: flex, R&D and warehouse.

      Property Rights Conveyed - At the time of sale, all of the comparable
      sales were encumbered by existing leases; therefore, the leased fee estate
      was conveyed in each case. As such, no adjustments are warranted for
      differences in property rights conveyed.

      Seller Financing/Cash Equivalency - All of the comparables were sold on
      the basis of cash to the seller. Thus, we have made no adjustments to the
      comparables for seller financing.

      Conditions of Sale - The conditions of sale evidenced by the comparables
      appear to be typical of the market and do not reflect unusual motivations
      of the parties.

      Market Conditions - The sales occurred between January 1994 and February
      1997 during a period of stable market conditions based on overall market
      vacancies, rental rates and yield rates. We conclude that no adjustment is
      necessary.
================================================================================


                                      -56-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                             Improved Sales Summary

<TABLE>
<CAPTION>
=================================================================================================================================
                                                                                                                         Clear
Sale                                     Sale        Sales      Building   Site Size    Percent     Year     Const.     Ceiling  
No.         Location                     Date        Price      Size(SF)     (Acre)     Office      Built    Type     Height(Ft.)
=================================================================================================================================
<S>    <C>                               <C>      <C>           <C>         <C>           <C>     <C>       <C>          <C>     
R&D-1  3701 Saunders Avenue              Apr-96   $3,300,000     64,705      6.42         60%       1984    Masonry       N/A    
       Richmond, Virginia                                                                                                        
                                                                                                                                 
R&D-2  1001-l063 Technology Park Drive   Nov-94   $7,241,905    120,098     16.913        70%       1985    Masonry       16     
       Henrico County, Virginia                                                                                                  
                                                                                                                                 
R&D-3  3801-3827 Gaskin Road             Dec-94   $5,350,000     97,394      9.827        55%     1985/86   Masonry       16     
       Henrico County, Virginia                                                                                                  
                                                                                                                                 
 I-4   11351 Virginia Precast Road       Feb-97   $3,000,000     79,068     38.23          5%        N/A    Masonry       N/A    
       Hanover County, Virginia                                                                                                  
                                                                                                                                 
 I-5   510 Eastpark Court                Oct-96   $6,611,622    196,800      9.72          5%       1990    Masonry      18-24   
       Henrico County, Virginia                                                                                                  
                                                                                                                                 
 I-6   4200 Oakleys Place                Oct-96   $2,799,389     80,000      7.5           7%       1990    Masonry       N/A    
       Henrico County, Virginia                                                                                                  
                                                                                                                                 
 I-7   4717 Eubank Road                  Sep-95   $3,720,000    141,313      9.24          4%       1975      N/A         23     
       Henrico County, Virginia                                                                                                  
                                                                                                                                 
 I-8   5600-5700 Eastport Boulevard      Dec-94  $10,850,219    330,103     18.76         11%       1991    Masonry       27     
       Henrico County, Virginia                                                                                                  
                                                                                                                                 
 I-9   2511 Britton's Hill Road          Jan-94   $4,335,000    132,103      8.2          10%       1988    Masonry       21     
       Henrico County, Virginia                                                                                                  
=================================================================================================================================

<CAPTION>
================================================================================================= 
                                                               Land/     Sales Price              
Sale                                        Condition of     Building      Per SF of      Overall 
No.         Location                        Improvements      Ratio      Building Area     Rate   
================================================================================================= 
<S>    <C>                                      <C>           <C>          <C>             <C>    
R&D-1  3701 Saunders Avenue                     Average        4.32        $51.00          12.0%  
       Richmond, Virginia                                                                         
                                                                                                  
R&D-2  1001-l063 Technology Park Drive          Average        6.13        $60.30          12.4%  
       Henrico County, Virginia                                                                   
                                                                                                  
R&D-3  3801-3827 Gaskin Road                    Average        4.40        $54.93          10.5%  
       Henrico County, Virginia                                                                   
                                                                                                  
 I-4   11351 Virginia Precast Road              Average       21.06        $37.94           N/A   
       Hanover County, Virginia                                                                   
                                                                                                  
 I-5   510 Eastpark Court                         Good         2.15        $33.60          10.6%  
       Henrico County, Virginia                                                                   
                                                                                                  
 I-6   4200 Oakleys Place                         Good         4.08        $34.99          10.6%  
       Henrico County, Virginia                                                                   
                                                                                                  
 I-7   4717 Eubank Road                         Average        2.85        $26.32          10.8%  
       Henrico County, Virginia                                                                   
                                                                                                  
 I-8   5600-5700 Eastport Boulevard               Good         2.48        $32.87          10.5%  
       Henrico County, Virginia                                                                   
                                                                                                  
 I-9   2511 Britton's Hill Road                 Average        2.70        $32.82          10.4%  
       Henrico County, Virginia                                                                   
================================================================================================= 
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Flex Buildings

      The subject property is composed of eleven buildings classified as flex
buildings. These properties are Dabney I through XI, and have varying degrees of
office build-out (from 20 to 40 percent). We have sub-classified the flex
buildings as minimum, medium and high office build-out. The flex buildings are
sub-classified as follows:

      ====================================================================
                  Category                                  Property
      ====================================================================
      Minimum Office Build-Out (20 Percent)       Dabney I, II, IV and IV 
      Medium Office Build-Out (30 Percent)        Dabney Ill, V and VIII 
      High Office Build-Out (40 Percent)          Dabney VII, IX, X and XI
      ====================================================================

      Based on our analysis of the improved sales, we believe the subject flex
buildings are most similar to Comparables 1-4, 1-5, 1-6 and 1-7. These
industrial buildings reflect sales price between $26.32 and $37.94 per square
foot. All of these sales are warehouse buildings, located in established
industrial districts in suburban Richmond, with a small percentage of office
finish, between four and seven percent. This is inferior to the Dabney flex
buildings and suggest an upward adjustment.

      The flex buildings range in size from 23,850 to 85,884 square feet, with
all but one building less than 50,000 square feet. In comparison, the improved
sales are generally larger and range from 79,068 to 196,800 square feet. In
general, a smaller building should sell for more on a per unit basis than a
similar but larger building due to economies of scale. This appears to be the
case with the comparable sales as 1-5 and 1-7 are the largest sized buildings
and have the lowest per square foot price. Mindful of this, it would appear that
an upward adjustment to the comparable sales is warranted.

      In addition to percentage of office build-out and building size,
consideration must be given to the age and quality of the building, condition at
the time of sale and other physical factors such as ceiling heights and dock
height door. We have examining each of the comparable sales relative to the
subject's eleven flex buildings.

      Based on the above analysis, we conclude a value for the flex buildings -
minimum office build-out at $35.00 per square foot, the flex buildings - medium
office build-out at $40.00 per square foot and the flex buildings - high office
build-out at $45.00 per square foot. Thus, our estimated value by the sales
price per square foot method is calculated on the following page.

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


                                      -58-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================
           Flex Buildings -- Sales Price Per Square Foot Unit Analysis
================================================================================
Property         Size(SF)   Price Per SF    Calculated Value      Rounded Value
================================================================================
Dabney I         33,600        $35.00          $1,176,000           $1,200,000
Dabney II        42,000        $35.00          $1,470,000           $1,500,000
Dabney III       23,850        $40.00          $  954,000           $1,000,000
Dabney IV        41,550        $35.00          $1,454,250           $1,500,000
Dabney V         45,353        $40.00          $1,814,120           $1,800,000
Dabney VI        50,400        $35.00          $1,764,000           $1,800,000
Dabney VII       33,149        $45.00          $1,491,705           $1,500,000
Dabney VIII      29,700        $40.00          $1,188,000           $1,200,000
Dabney IX        30,263        $45.00          $1,361,835           $1,400,000
Dabney X         85,844        $45.00          $3,862,980           $3,900,000
Dabney XI        45,250        $45.00          $2,036,250           $2,000,000
================================================================================

R & D Buildings

      The subject property has two assets classified as research and development
buildings: Dabney A-1 and A-2. These two buildings are actually connected by a
corridor built by a tenant in both properties. Dabney A-1 and A-2 are
essentially 100 percent finished. We researched three improved sales, which we
classified as R&D buildings because of the high percentage of office build-out.
These sales are R&D-1 through R&D-3, which sold between December 1994 and April
1996 for $51.00 to $60.30 per square foot.

      The percentage of office build-out for the improved sales is between 55
and 80 percent. This is lower than the subject's two R&D buildings and as such,
an upward adjustment to the comparables is necessary. In addition, Dabney A-1
and A-2 contain 15,389 and 33,050 square feet respectively. The research and
development sales are significantly larger (between 64,705 and 120,098 square
feet). Based on the above discussed premise of economies of scale, an upward
adjustment is warranted. Other factors considered are location, age and quality
of the improvements, condition at the time of sale, and economic factors such as
occupancy and achievable rental rates.

      Therefore, in consideration of the above analysis, we believe the
subject's R&D properties should sell for a higher per unit price than indicated
by the comparable sales because of the higher percentage of office finish and
smaller size. Based on our analysis of the selected sales, we conclude a value
for the R&D buildings at $75.00 per square foot of net rentable area. Our
estimated value by the sales price per square foot method is calculated as
follows:

================================================================================
           R&D Buildings -- Sales Price Per Square Foot Unit Analysis
================================================================================
Property         Size(SF)   Price Per SF    Calculated Value      Rounded Value
================================================================================
Dabney A-1       15,389        $75.00           $1,154,175          $1,200,000
Dabney A-2       33,050        $75.00           $2,478,750          $2,500,200
================================================================================


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


                                      -59-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Warehouse Buildings

      The last group are the warehouse buildings. These properties are composed
of Britton's Hill, Westmoreland Plaza, Morton's Mark, and 2110 Tomlynn. The
physical characteristics of these buildings differ significantly. However, with
the exception of Westmoreland Plaza, the achievable rents are similar and as
such, we have analyzed these properties together. The sales considered most
comparable are 1-7 through 1-9. The sale price per square foot of these three
comparables is between $26.32 and $32.87 per square foot. In fact, two of the
sales are near $33.00 per square foot. In addition, 1-9 is the sale of one of
the subject properties, Britton's Hill.

      In comparison with the subject warehouse buildings, these sales are viewed
as similar with varying degrees of differences, which tend to offset each other.
Although dated, in our opinion, 1-9 is the best indicator of value supported by
the remaining two sales. As a result, we estimate the value of the Britton's
Hill, Morton's Mark and 2210 Tomlynn at $33.00 per square foot.

      With regard to Westmoreland Plaza, the property was sold in August 1993
for $28.53 per square foot. The building was vacant at the time of sale and was
complete reconfigured by the tenant, Capital One, as a credit card processing
center. This building is superior to the other warehouse buildings in the
Greater Dabney portfolio and accordingly, we believe a higher per unit value is
warranted. Thus, taking into consideration the sales comparables presented, we
estimate the value of Westmoreland Plaza at $40.00 per square foot. Our
estimated value by the sales price per square foot method is calculated as
follows:

================================================================================
        Warehouse Buildings -- Sales Price Per Square Foot Unit Analysis
================================================================================
Property         Size(SF)   Price Per SF    Calculated Value      Rounded Value
================================================================================
Britton's Hill   132,103       $33.00           $4,359,399          $4,400,000
Westmoreland     121,815       $40.00           $4,872,600          $4,900,000
Morton's Mark     45,000       $33.00           $1,485,000          $1,500,000
2110 Tomlynn      15,910       $33.00           $  525,030          $  500,000
================================================================================

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


                                      -60-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Final Conclusions via Sales Comparison Approach

      The subject property consists of 17 industrial properties. Individual
sales comparisons were prepared for each property leading to a conclusion of
value on a building by building basis via the Sales Comparison Approach which
are summarized in the following table:

                ============================================
                                                Sales
                   Property                   Comparison
                ============================================
                   Dabney I                   $1,200,000
                   Dabney II                  $1,500,000
                   Dabney III                 $1,000,000
                   Dabney IV                  $1,500,000
                   Dabney V                   $1,800,000
                   Dabney VI                  $1,800,000
                   Dabney VII                 $1,500,000
                   Dabney VIII                $1,200,000
                   Dabney IX                  $1,400,000
                   Dabney X                   $3,900,000
                   Dabney XI                  $2,000,000
                   Dabney A-1                 $1,200,000
                   Dabney A-2                 $2,500,000
                   Britton's Hill             $4,400,000
                   Westmoreland               $4,900,000
                   Morton Marks               $1,500,000
                   2110 Tomlynn               $  500,000
                ============================================

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


                                      -61-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an assets income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion, the discounted cash flow method is the more appropriate
capitalization technique as the subject property consists of 17 industrial
buildings occupied by a number of tenants at differing rental rates for varying
lease terms. Direct capitalization does not adequately account for the
subtleties of all those variables. The following is a discussion of our
discounted cash flow analysis for each building which comprises the subject
property.

      Because our subject property consists of three categories of industrial
properties, we will first analyze rental rates and conclude to a market rent for
each category. Thereafter, we will discuss each property individually in
sequence, applying its appropriate market rent.

Market Rent Analysis

      As previously described, the subject properties generally fall into five
categories: flex minimum office build-out, flex - medium office build-out, flex
- - high office build-out, research and development (R&D) buildings, and warehouse
buildings. Each property type appeals to a different market segment and will
generate a difference rent level. As a result, we have estimated a market rent
appropriate for each property type.

      In order to form a conclusion of current market rent, consideration is
given to the most recent leases at the subject since these deals are the best
comparables and therefore, the best indicators of achievable rents. The table on
the following page highlights the most recent leasing activity at the subject
property. In addition, we have examined actual lease data for competitive
buildings in the suburban Richmond market. The comparable rentals are outlined
in the table on the second following page. The majority of comparable rentals
are located in established business and industrial parks in Henrico County. We
highlighted warehouse, suburban office and flex buildings.

      Each property type will be discussed separately.

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


                                      -62-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

<TABLE>
<CAPTION>
=========================================================================================================================
                                      Recent Leasing Activity at The Subject Property
=========================================================================================================================
                                                        Leased     Percent       Start    Term       Rental     Expense
Property/Address             Tenant                      SF     Office Finish    Date    (Years)      Rate     Structure
=========================================================================================================================
<S>                          <C>                       <C>            <C>        <C>       <C>        <C>         <C>
Dabney I
  2256 Dabney Road           Ellis Flooring Sales       7,420         20%        02/97     10         $5.65       IG
                             Unijax                     4,200         20%        07/97      5         $6.14       IG
                                                                 
Dabney II                                                        
  2251 Dabney Road           Aladdin Mills Inc.         8,400         20%        07/97      6         $3.97       IG
                                                                 
Dabney V                                                         
  2200-2224 Tomlynn Street   Office Masters             5,400         30%        05/97      5         $6.45       IG
                             Forshaw Chemicals          3,900         30%        02/97      5         $5.73       IG
                                                                 
Dabney VI                                                        
  2277 Dabney Road           Kap Inc.                  16,800         20%        03/96      5         $4.63       IG
                             Cort Furniture Rental     12,600         20%        02/97      5         $4.50       IG
                             West Home Health Care     12,600         20%        08/96      5         $5.25       IG
                             Goodall Rubber Co.         8,400         20%        06/96      5         $5.87       IG
                                                                 
Dabney VII                                                      
  2246 Dabney Road           Pharmaco International     2,400         40%        03/96      9         $7.65       IG
                                                                 
Dabney IX                                                         
  2248 Dabney Road           Business Equipment         4,178         40%        07/96      5         $6.55       IG
                             Reface Inc.                2,134         40%        05/96      5         $6.72       IG
                             Joyner's Mach.             1,580         40%        02/96      5         $7.23       IG
                                                                 
Dabney X                                                         
  2201-2247 Tomlynn Street   Micro View Inc.           11,300         40%        03/96      5         $6.83       IG
                                                                 
Dabney A-1                                                       
  2238 Dabney Road           Comquest Communication     7,000        100%        04/97      5        $13.50       FS
                             Pharmaco Analytical Lab    6,860        100%        05/97     10         $8.50       NNN
                                                                 
Britton's Hill                                                   
  2511 Brittons Hill Road    Color Tree                12,682      Minimal       07/97      5         $3.83       NNN
=========================================================================================================================
</TABLE>

      Flex Buildings - Minimum Office Build-Out

      This property type consist of Dabney I, II, IV and VI. These buildings
      have the smallest percentage of office build-out of the Dabney assets.
      Typical unit size is between 2,000 and 12,000 square feet, with about 20
      percent office finish and one dock-height door per unit.

      The most recently signed leases for this property type is depicted above
      and ranges from $3.97 to $6.14 per square foot, industrial gross. The low
      end of the range is marked by a tenant, Alassin Mills Inc., in Dabney II.
      According to the leasing agent, this tenant has been in the building since
      the 1980s, has minimal office finish and took the space as is. We do not
      believe this rental rate is indicative of current rent levels and has not
      been considered in this analysis.

      It is difficult to compare flex rents due to the differences in office
      finish. Based on conversations with market participants, rental rates for
      flex space is a blend of office and warehouse rents. As a result, the
      asking rent is function of the percentage of office build-out and in
      general, the office segment is quoted at $10.00 to $15.00 per square foot,
      and the warehouse portion is quoted at $2.50 to $5.00 per square foot.

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


                                      -63-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

        Rent Comparables - Warehouse, Suburban Office and Flex Buildings

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                        Leased     Percent       Start     Term    Rental   Expense
Property/Address                           Tenant                         SF     Office Finish    Date    (Years)   Rate   Structure
====================================================================================================================================
<S>                                        <C>                          <C>        <C>           <C>       <C>     <C>        <C>
Warehouse Rent Comparables                                                                     
                                                                                                
  W-1   Interport Business Center          Reynolds & Reynolds           65,200       8%         02/97      5      $ 3.68     IG
          4800 Eubank Road                                                                      
          Henrico County, Virginia                                                              
                                                                                                
  W-2   1801 Willis Road                   ABB                           24,000       5%         05/97      3      $ 3.35     Net
          Chesterfield County, Virginia                                                         
                                                                                                
  W-3   Eastport II                        Pierce Leary Corp.            42,754    Minimal       02/96     10      $ 3.25     IG
          5650 Eastport Boulevard                                                               
          Henrico County, Virginia         Affa Laval Therma             22,994    Minimal       06/96      4      $ 3.60     IG
                                                                                                
  W-4   Eastport I                         Central National Gottesman    30,063    Minimal       11/96      5      $ 4.55     IG
          5654 Eastport Boulevard                                                               
          Henrico County, Virginia                                                              
                                                                                                
  W-5   Interport Industrial               Whitehall-Robins              59,000       4%         06/96      5      $ 3.75     IG
          2248 Darbytown Road                                                                   
          Henrico County, Virginia                                                              
                                                                                                
  W-6   5600 Lewis Road                    Stone Container              150,000    Minimal       10/96      5      $ 4.10     IG
          Henrico County, Virginia                                                              
                                                                                                
Suburban Office Rent Comparables                                                               
                                                                                                
  O-1   Interstate Center                  Dictaphone                     2,993     100%         06/97      5      $13.50     FS
          Building B - Laburnum Avenue                                                           
          Henrico County, Virginia                                                               
                                                                                                
  O-2   Interstate Center                  Prima Consulting               1,407     100%         08/96      2      $14.75     FS
          Building C - Laburnum Avenue                                                          
          Henrico County, Virginia         I. V. Harris                   3,353     100%         06/96      5      $14.49     FS
                                                                                                
  O-3   Interstate Center                  DeJarnette & Paul              9,126     100%         06/96     6.7     $13.05     FS
          Building E - Laburnum Avenue                                                           
          Henrico County, Virginia         Commercial Union              10,503     100%         07/96      5      $13.75     FS
                                                                                                
  O-4   Parham Place                       Tuff-Stuff                     3,104     100%         10/96      5      $12.00     NNN
          1920 Parham Road                                                                      
          Henrico County, Virginia                                                              
                                                                                                
Flex Rent Comparables                                                                           
                                                                                                
  F-1   North Run Business Park            Marco Sonix                   20,000      75%         11/95      3      $ 8.50     NNN
          Building IV                                                                           
          1550 East Parham Road                                                                 
          Henrico County, Virginia                                                              
                                                                                                
  F-2   North Run Business Park            American Medical Labs.         4,756      75%         03/97      5      $ 9.00     NNN
          Building V                                                                            
          1600 East Parham Road                                                                 
          Henrico County, Virginia                                                             
                                                                                                
  F-3   Parham Forest Business Park        APD                            6,966      78%         02/97      3      $ 8.75     NNN
          2600-2852 Parham Road                                                                 
          Henrico County, Virginia                                                              
                                                                                                
  F-4   Virginia Center Tech Park          Confidential                   4,925      70%         1996       5      $ 8.85     IG
          1043 Technology Park                                                                  
          Henrico County, Virginia                                                              
====================================================================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The office rents at Interstate Center, located on Laburnum Avenue just
      east of the subject property, range from $13.05 to $14.75 per square foot
      full service for the most recent deals. Rent Comparable 0-4 is the most
      recent lease at Parham Place, a flex building with 100 percent office
      finish, and a rental rate of $12.00 per square foot triple net. An
      additional indication of office rents are the recent leases signed at
      Dabney A-1 for $13.50 per square foot full service and $8.50 per square
      foot triple net. Mindful of these indicators and taking into consideration
      the difference in expense structure, we estimate the office segment to
      lease for $13.00 per square foot.

      The warehouse leases range from $3.25 to $4.55 per square foot on either
      an industrial gross or triple net basis. The most recent warehouse lease
      at the subject property is the Color Tree lease of 12,682 square feet at
      Britton's Hill for $3.83 per square foot triple net. Taking the rent
      comparables and subject's most recent experience, we estimate the
      warehouse portion to lease for $3.50 per square foot.

      Given the above estimated parameters, the weighted average rent equals
      $5.40 per square foot ($13.00 x 20 percent + $3.50 x 80 percent). This is
      in keeping with the most recent leasing activity and as such, we estimate
      the market rent for the flex buildings - minimum office build-out at $5.40
      per square foot industrial gross.

      Flex Buildings - Medium Office Build-Out

      The group of properties consist of Dabney III, V, and VIll. The average
      office finish of these buildings is close to 30 percent. As such, this
      section of the portfolio appeals to a slightly different tenant base and
      achieved a higher market rate than the above discussed properties. The
      most recent leasing activity for the property type occurred at Dabney V,
      with two 1997 leases consummated for $5.73 and $6.45 per square foot
      industrial gross.

      Based on the office and warehouse rents concluded above, the weighted
      average rent equals $6.35 per square foot ($13.00 x 30 percent + $3.50 x
      70 percent). This rent supported by the most recent deals signed at the
      subject. Thus, we estimate the market rent for the flex buildings - medium
      office build-out at $6.35 per square foot,

      Flex Buildings - High Office Build-Out

      These flex buildings consist of Dabney V11, IX, X, and XI. The average
      office build- out of these properties is about 40 percent. As would be
      expected, this portion of the portfolio achieved the highest rents of the
      flex buildings. Three of these buildings experienced some recent leasing
      activity. The most recent rents range from $6.55 to $7.65 per square foot
      industrial gross.

      Given the concluded office rate of $13.00 per square foot and warehouse
      rate of $3.50 per square foot, the weighted average rent for this property
      type equals $7.40 per square foot ($13.00 x 40 percent + $3.50 x 60
      percent). This blended rent is supported by current leases signed at the
      subject. Thus, we estimate the market rent for the flex buildings - high
      office build-out at $7.40 per square foot.
================================================================================


                                      -65-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach

      R & D Buildings

      The research and development buildings are Dabney A-1 and A-2, which are
      essentially 100 percent finished. In fact, these buildings are connected
      by a corridor built by the tenant in both buildings, Pharmaco. Two leases
      were recently negotiated at Dabney A-1. In March 1997, Comquest
      Communication leased 7,000 square foot for $13.50 per square foot full
      service and in April 1997, Pharmaco Analytical Lab leased 6,860 square
      feet for $8.50 per square foot triple net. For this property type, a
      triple net lease is the most common and as such, we have estimated the
      market rent on this basis.

      Obviously, the most recent leases are viewed as the best indication of
      market rent levels. Nonetheless, we have examined recent leasing activity
      at other high quality industrial buildings in the market. The Richmond
      industrial market does not possess a significant supply of R & D product
      and as such, we looked at flex projects with a significant percentage (70
      or high) of office build-out. As shown on the Rent Comparable table, the
      most current rental rates range from $8.50 to $9.00 per square foot triple
      net. Overall, these properties are of a superior quality than the subject
      and we would expect the rental rates to be slightly higher. Nonetheless,
      the rent comparables support the current rents at the subject. Therefore,
      we estimate the market rent for the R & D buildings at $8.50 per square
      foot triple net.

      Warehouse Buildings

      This group of properties consist of Britton's Hill, Westmoreland Plaza,
      Morton Marks, and 2110 Tomlynn. The physical characteristics of these
      buildings differ significantly. However, with the exception of
      Westmoreland Plaza, we believe the achievable rents are similar for these
      remaining three properties.

      The most recent lease was signed for 12,682 square feet in Britton's Hill.
      The rental rate is $3.83 per square foot triple net. The warehouse rent
      comparables profiled ranged from $3.35 to $4.55 per square foot on either
      an industrial gross or triple net basis. Adjusting for differences in
      expense structure, we estimate the market rent for Britton's Hill, Morton
      Marks and 2110 Tomlynn at $4.00 per square foot triple net.

      With respect to Westmoreland Plaza, the building was originally built as a
      Price Club and has since been reconfigured by Capital One Bank as a credit
      card processing facility. The quality of this building is superior to the
      other warehouse buildings and as such, we believe that a rent premium is
      warranted. Based on conversations with market participants, we conclude a
      market rent at $5.00 per square foot triple net.

      In addition to the above rent analysis, it is also appropriate to
determine the average lease term and annual rent escalation, The lease terms for
existing tenants range from two to 15 years and the average term is 7.5 years.
The subject leasing agent indicated that five to ten year deals are most common.
Thus, we conclude an average lease term of seven years for all new and renewal
speculative leases in the following cash flow analyses. Further, annual rent
escalation tend to range from 3.0 to 4.0 percent. The most recent leases were
negotiated

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


                                      -66-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

at 3.0 percent and accordingly, we have implemented an annual escalation of 3.0
percent in the following cash flow analyses. Given the strong industrial market,
there are no rent concessions such as free rent, moving allowances or above
standard tenant improvement allowances. All of the rents are estimated on an
effective basis.

      The following table summarizes the estimated market rent for the subject
property.

                   ===========================================
                                                   Market
                        Property                    Rent
                   ===========================================
                        Dabney I                  $5.40 IG
                        Dabney II                 $5.40 IG
                        Dabney III                $6.35 IG
                        Dabney IV                 $5.40 IG
                        Dabney V                  $6.35 IG
                        Dabney VI                 $5.40 IG
                        Dabney VII                $7.40 IG
                        Dabney VIII               $6.35 IG
                        Dabney IX                 $7.40 IG
                        Dabney X                  $7.40 IG
                        Dabney XI                 $7.40 IG
                        Dabney A-1                $8.50 NNN
                        Dabney A-2                $8.50 NNN
                        Britton's Hill            $4.00 NNN
                        Westmoreland              $5.00 NNN
                        Morton Marks              $4.00 NNN
                        2110 Tomlynn              $4.00 NNN
                   ===========================================
                     IG - Industrial gross lease wherein
                     the tenant is responsible for
                     increases in real estate taxes and
                     insurance over the base year.

                     NNN - Triple net lease wherein the tenant
                     is responsible for all operating expenses.
                   ===========================================

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


                                      -67-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney I

      This is property is a 33,600 square foot single story flex building which
is currently 100 percent occupied by five tenants. Following is an analysis of
the current rental income, vacancy and collection loss projections, and
historical/future operating and fixed expenses for this property.

Current Rental Income

      The weighted average rental rate during the next 12 months is $5.19 per
square foot industrial gross. The Pro-Ject Lease Abstract Report is in the
Addenda. In our opinion, this property's tenant base is composed of local
tenants which represents no atypical credit risk. Market rent for this property
was discussed above as $5.40 per square foot.

Expense Reimbursements

      Consistent with market leasing practice for this type of real estate, the
tenants in a property like the subject are responsible for a proportionate share
of certain expenses incurred annually in the operation and ownership of the
investment above an established base amount. These expenses include real estate
taxes and insurance premiums. The tenant pays for utilities, maintenance,
cleaning and miscellaneous items occasionally incurred. Structural and roof
repairs typically are borne by ownership. Future leases in the subject property
are projected to be structured in a similar fashion.

Allowance for Vacancy and Credit Loss

      A deduction must be made from the total gross revenues due an investor to
account for the possibility of vacancy and/or non-collection of rent. We have,
therefore, deducted 2.0 percent from gross revenues as a global allowance for
the non-payment of rent and expenses reimbursements by a tenant. This rate has
considered the creditworthiness of the tenant roster and long-term market
conditions.

      Additionally. our analysis over time has incorporated a lag vacancy
allowance which provides for downtime between the expiration of an existing
lease and the commencement of a new lease. Upon the expiration of a lease, we
estimate that a 70 percent of the time a tenant will renew and 30 percent of the
time a tenant will vacate. We estimate that a space will remain vacate for six
to twelve months on average between tenants or say nine months. Therefore, the
weighted average lag vacancy utilized between lease expirations can be
calculated as follows:

================================================================================
                              Lag Vacancy Allowance
================================================================================
        Event     Probability     X      Down Time         =    Weighted Time
================================================================================
      Rollover         70%        X        - 0 -           =    - 0 -
      Turnover         30%        X       9 months         = 3.6 months
- --------------------------------------------------------------------------------
      Total           100%          Average Weighted Time  = 4.0 months rounded
================================================================================

      Based on the subject's weighted average downtime between leases, the
overall average occupancy rate of this building over the ten year holding period
is 95.3 percent. Including our overall vacancy/global credit loss allowance, the
implied overall occupancy rate

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


                                      -68-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

over the ten year holding period is 93.3 percent. This is consistent with market
experience over the long term.

      Total Operating Expenses

      We were provided with historic operating expense data and the 1997 budget
for this building, a copy of which is in the Addenda. Finally, we analyzed
expense data from our files on similar properties.

      Historic operating expenses at this building ranged from a low of $1.01
per square foot in 1996 to a high of $1.24 per square foot in 1995. The 1997
budget calls for $1.24 per square foot. This is consistent with other comparable
buildings in the Greater Dabney area. In the initial year of the investment
holding period, we project operating expenses to be $1.25 per square foot, based
on the following:

      Operating Expenses - This expense category includes insurance, water and
      sewer charges, repairs and maintenance allocable to ownership, etc.
      Historically, this line item fluctuated wildly. Relying most on the
      current budget, as supported by other known operating expenses in the
      area, we stabilized this cost at $18,000 or $0.54 per square foot for Year
      One.

      General & Administrative - This item of expense covers payroll,
      supervision and the preparation of all budgets, office expenses, licenses
      and the like. Recent experience at the subject and its current pro forma
      suggest a figure in the range of $0.25 per square foot. Based on the
      subject's history, we selected $9,000 or $0.27 per square foot.

      Management - This item of expense provides for professional management
      services like collections, supervision and the preparation of all budgets.
      Typical management fees typically range from 3.0 to 5.0 percent of
      effective gross income. The 1997 budget provides from a management fee
      of- 3.0 percent. Based on- market data, we used 3.0 percent.

      Real Estate Taxes - We discussed real estate taxes in the Real Estate Tax
      and Assessments section.

      Other Non-Operating Expenses

      Other, non-operating expenses are projected in this analysis from
prevailing commission schedules, construction costs and accepted practices. We
analyzed each item of capital expenditure in an attempt to project what the
typical investor in a property like the subject would consider reasonable, based
upon informed opinion and experience. The following is a discussion of the
other, non-operating expenses incorporated into this analysis.

      Tenant Improvements - Upon the expiration of a lease, we applied a tenant
      improvement allowance of $2.00 per square foot for new tenants and $0.50
      per square foot for renewing tenants. With our selected renewal
      probability discussed previously, the blended or weighted alteration
      amount is calculated as follows:

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


                                      -69-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      ====================================================================
                               Tenant Improvements
      ====================================================================
        Event    Probability     X        Unit Cost     =    Weighted Cost
      ====================================================================
      Rollover       70%         X        $0.50/SF      =       $0.35/SF
      Turnover       30%         X        $2.00/SF      =       $0.60/SF
      --------------------------------------------------------------------
      Total         100%         Average Weighted Cost  =       $0.95/SF
      ====================================================================

      Leasing Commissions - In estimating the appropriate stabilized leasing
      expense, the same rollover/tumover probabilities as described above are
      utilized. The standard leasing commission for new tenants is 6.0 percent
      of the aggregate lease value and for renewing tenants is 2.0 percent. We
      modeled commission payments being cashed out. With our selected renewal
      probability discussed previously, the blended or weighted alteration
      amount is calculated as follows:

      ====================================================================
                               Leasing Commissions
      ====================================================================
        Event    Probability     X       Commission     =    Weighted Cost
      ====================================================================
      Rollover       70%         X          2.0%        =        1.4%
      Turnover       30%         X          6.0%        =        1.8%
      --------------------------------------------------------------------
      Total         100%         Average Weighted Cost  =        3.2%
      ====================================================================

      Reserves - It is customary and prudent to set aside an amount annually for
      the replacement of short lived capital items such as roofs, parking lots,
      or mechanical equipment. In this analysis, we have projected an allowance
      for reserves of $0.20 per square foot of rentable building area which is
      typical in the local market place for a property like the subject.

      All the above discussed expenses are forecasted to increase at an average
annual rate of 3.5 percent over the investment holding period. The forecast of
projected growth rates in all categories of expense reflect typical investor
expectations as noted in the Cushman & Wakefield Investor Survey, which is in
the Addenda. Except where noted, our projected growth rates for the various
types of expense categories generally do not attempt to reflect growth rates for
any individual year, but rather the long term trend over the period of analysis.

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


                                      -70-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney I
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations                                                                                          
  Minimum Rent               $ 174,317   $ 176,715   $ 177,035   $ 187,851   $ 208,598   $ 202,233   $ 216,937   
  Expense Recoveries         $     676   $     919   $     585   $     789   $   1,130   $   1,374   $   1,903   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  3,500)  ($  3,553)  ($  3,552)  ($  3,773)  ($  4,195)  ($  4,072)  ($  4,377)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 171,493   $ 174,081   $ 174,068   $ 184,867   $ 205,533   $ 199,535   $ 214,463   
                                                                                                                 
Expenses                                                                                                         
  Operating Expenses         $  18,158   $  18,636   $  19,288   $  19,963   $  20,662   $  21,385   $  22,133   
  G&A Expense                $   9,079   $   9,318   $   9,644   $   9,981   $  10,331   $  10,692   $  11,067   
  Management                 $   5,145   $   5,222   $   5,222   $   5,546   $   6,166   $   5,986   $   6,434   
  Real Estate Taxes          $   9,451   $   9,700   $  10,039   $  10,391   $  10,754   $  11,131   $  11,520   
                             ------------------------------------------------------------------------------------

Total Expenses               $  41,833   $  42,876   $  44,193   $  45,881   $  47,913   $  49,194   $  51,154   
                                                                                                                 
Net Operating Income         $ 129,660   $ 131,205   $ 129,875   $ 138,986   $ 157,620   $ 150,341   $ 163,309   
                                                                                                                 
  Commisions                 $   2,738   $       0   $  19,014   $  12,336   $       0   $   6,353   $       0   
  Capital Reserves           $   6,720   $   6,838   $   7,077   $   7,325   $   7,581   $   7,846   $   8,121   
  Alterations                $   2,100   $       0   $  13,768   $   9,002   $       0   $   4,659   $       0   
                             ------------------------------------------------------------------------------------

Net Cash Flow                $ 118,102   $ 124,367   $  90,016   $ 110,323   $ 150,039   $ 131,483   $ 155,188   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                     
  Minimum Rent               $ 223,445   $ 230,149   $ 187,212   $ 230,829  
  Expense Recoveries         $   2,450   $   3,018   $   2,240   $   1,317  
  Other Income               $       0   $       0   $       0   $       0  
  Vacancy & Collection Loss  ($  4,518)  ($  4,663)  ($  3,789)  ($  4,643) 
                             ---------------------------------------------  
                                                                            
Effective Gross Income       $ 221,377   $ 228,504   $ 185,663   $ 227,503  
                                                                            
Expenses                                                                    
  Operating Expenses         $  22,908   $  23,710   $  24,539   $  25,398  
  G&A Expense                $  11,454   $  11,855   $  12,270   $  12,699  
  Management                 $   6,641   $   6,855   $   5,570   $   6,825  
  Real Estate Taxes          $  11,924   $  12,341   $  12,773   $  13,220  
                             ---------------------------------------------  
                                                                            
Total Expenses               $  52,927   $  54,761   $  55,152   $  58,142  
                                                                            
Net Operating Income         $ 168,450   $ 173,743   $ 130,511   $ 169,361  
                                                                            
  Commisions                 $       0   $       0   $  23,813   $  13,011  
  Capital Reserves           $   8,405   $   8,699   $   9,004   $   9,319  
  Alterations                $       0   $       0   $  17,890   $   9,775  
                             ---------------------------------------------  
                                                                            
Net Cash Flow                $ 160,045   $ 165,044   $  79,804   $ 137,256  
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Terminal Capitalization Rate

      The residual cash flows annually generated by the property comprise only
the first part of the return which an investor will receive. The second
component of this investment return is the pre-tax cash proceeds from the resale
of the property at the end of a projected investment holding period. A terminal
capitalization rate was used to estimate the market value of the property at the
end of the assumed investment holding period. We estimated an appropriate
terminal rate based on indicated rates in today's market.

      ====================================================================
                         Summary of Capitalization Rates
      ====================================================================
        Sale                 Location                Capitalization Rate
      ====================================================================
       R&D-1       3701 Saunders Avenue                     12.0%
       R&D-2       1001-1063 Technology Park Drive          12.4%
       R&D-3       3801-3827 Gaskin Road                    10.5%
         I-4       11351 Virginia Precast Road               N/A
         I-5       510 Eastpark Court                       10.6%
         I-6       4200 Oakleys Place                       10.6%
         I-7       4717 Eubank Road                         10.8%
         I-8       5600-5700 Eastport Boulevard             10.5%
         I-9       2511 Britton's Hill Road                 10.4%
      ====================================================================
      Terminal Capitalization Rate Selected                 10.5%
      ====================================================================

      A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period. Investors typically add 50 to 100 basis points to the
going-in rate to arrive at a terminal capitalization rate, according to Cushman
& Wakefield's periodic investor surveys. The survey suggested terminal rates
between 9.5 and 11.0 percent. Due to the fact that Richmond is a secondary
market, a rate from the upper middle of the range is warranted.

      For this analysis, we project a sale of the property at the end of the
10th year of the holding period. The gross reversion is calculated by
capitalizing the 11th year's net operating income at our selected terminal rate.

      Transaction Costs - From the projected reversion, we deducted 4.0 percent
to account for the various transaction costs associated with the sale of an
asset, such as, transfer taxes, brokerage fees and other miscellaneous expenses
that the seller pays at final closing.

      Discount Rate - In our valuation, we endeavored to reflect the most likely
actions of typical buyers and sellers in this market. We forecasted cash flows
and discounted them and the future property value at reversion to a present
value at an appropriate rate of return or yield rate as currently required by
investors for similar quality real property. The yield rate (internal rate of
return or IRR) is the single rate that discounts all future benefits (cash flow
and reversion) to an estimate of net present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return and overall rates
considered acceptable by survey respondents. The entire survey is included among
the Addenda to this report.

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


                                      -72-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

            ========================================================
                       Autumn 1996 Winter Investor Survey
                            for Industrial Buildings
            ========================================================
                        Going-In         Terminal          IRR
            --------------------------------------------------------
                      Low     High     Low     High     Low    High   
            ========================================================
            Mean     8.90%    9.40%   9.70%    10.7%   11.5%   11.5%
            --------------------------------------------------------
            Range    8.50%    9.50%   9.50%    11.0%   11.0%   12.0%
            ========================================================

      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant roll-overs, the reliability of the cash
flow, and its ability to increase with inflation along with the creditworthiness
of the existing tenancy; investor demand for the property type; the
diversification of the metropolitan area; the property's location within the
local market and the supply and demand for the property type within the market;
and the effective age of the property.

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

      Considering the locational attributes, physical traits and economic
characteristics of the subject property, we chose a discount rate of 12.0
percent in light of the investment criteria presented here.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $1,200,000 or $35.71 per square foot. This value estimate produces an implied
going-in capitalization rate of 10.8 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward slightly due to the essentially 100 percent leased status of
this building.

      Regarding the composition of the yield, a significant 59 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.7 percent.

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


                                      -73-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney I
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>          <C>
 1998      $118,102     X    0.89286   =      $105,448          8.7%            9.8%
 1999      $124,367     X    0.79719   =      $ 99,145          8.2%           10.4%
 2000      $ 90,016     X    0.71178   =      $ 64,072          5.3%            7.5%
 2001      $110,323     X    0.63552   =      $ 70,112          5.8%            9.2%
 2002      $150,039     X    0.56743   =      $ 85,136          7.0%           12.5%
 2003      $131,483     X    0.50663   =      $ 66,613          5.5%           11.0%
 2004      $155,188     X    0.45235   =      $ 70,199          5.8%           12.9%
 2005      $160,045     X    0.40388   =      $ 64,639          5.3%           13.3%
 2006      $165,044     X    0.36061   =      $ 59,517          4.9%           13.8%
 2007      $ 79,804     X    0.32197   =      $ 25,695          2.1%            6.7%
                                              --------          ---            ----

Total Present Value of Cash Flows             $710,576          59%            10.7%
                                                                             Average
Reversion:
 2008       $169,361 (1))/     10.5%    =   $1,612,962
            Less: Cost of      4.0%         $   64,518
                                            ----------
            Net Reversion                   $1,548,443
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  498,557          41%
                                                                     
Total Present Value                         $1,209,134         100%
                                                                     
                                ROUNDED:    $1,200,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                33,600
                                Per SF NRA:                                       $35.71
                                Implicit Going-in Capitalization Rate:
                               Year One NOI                                     $129,660
                                  Going-In Capitalization Rate:                    10.8%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney II

      This property is a 42,000 square foot, single story flex building which is
currently 100 percent occupied by five tenants. Dabney II has minimum office
build-out of about 20 percent. Following is an analysis of the current rental
and expense recovery income, vacancy and collection loss projections, and
historical/future operating and non-operating expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $5.19 per
square foot industrial gross. The property currently has one tenant, Aladdin
Mills, Inc., who leases space on a month-to-month basis. According to the
leasing agent, there is on-going negotiations for a five-year lease renewal at
the same rental rate. For purposes of this analysis, we have assumed this
renewal is consummated. The remaining four leases are scheduled to expire in
three to five years. The Pro-Ject Lease Abstract Report is in the Addenda. The
tenant base is comprised of local companies and does not represents an atypical
credit risk.

      Market rent for flex buildings with minimal office build-out was
previously discussed and is estimated at $5.40 per square foot. The subject's
contract rent is slightly below market levels. This is attributed to the
majority of leases being signed in the early 1990s.

      Expense Reimbursements

      Expense reimbursements for this property are similar to those discussed
for Dabney I and are treated the same way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 96.6 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 94.6
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $0.84
per square foot in 1994 to a high of $0.93 per square foot in 1995. The 1997
budget calls for $1.12 per square foot. We deviated from the budget with respect
to operating expenses and real estate taxes. With respect to operating expenses,
the budget projected this line item at $0.49 per square foot, which is
significantly above the historical trends and accordingly, we estimated this
expense at $0.43 per square foot ($18,000). As discussed in the Real Estate Tax
and Assessment section, the 1997 assessment increased significantly and
subsequently, the tax liability increased for this property. We used the actual
real estate tax liability in the cash flow. Based on this, we project operating
expenses to be $1.21 per square foot in the initial year of the holding period.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used for Dabney I above.

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


                                      -75-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney II
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 202,208   $ 206,787   $ 185,862   $ 182,263   $ 239,976   $ 243,062   $ 267,626   
  Expense Recoveries         $   4,887   $   5,433   $   4,500   $   2,177   $   1,248   $   1,384   $   2,240   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  4,142)  ($  4,244)  ($  3,807)  ($  3,689)  ($  4,824)  ($  4,889)  ($  5,397)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 202,953   $ 207,976   $ 186,555   $ 180,751   $ 236,400   $ 239,557   $ 264,469   

Expenses

  Operating Expenses         $  18,158   $  18,636   $  19,288   $  19,963   $  20,662   $  21,385   $  22,133   
  G&A Expense                $  10,088   $  10,353   $  10,715   $  11,090   $  11,479   $  11,880   $  12,296   
  Management                 $   6,089   $   6,239   $   5,597   $   5,423   $   7,092   $   7,187   $   7,934   
  Real Estate Taxes          $  16,523   $  16,958   $  17,552   $  18,166   $  18,802   $  19,460   $  20,141   
                             ------------------------------------------------------------------------------------

  Total Expenses             $  50,858   $  52,186   $  53,152   $  54,642   $  58,035   $  59,912   $  62,504   

Net Operating Income         $ 152,095   $ 155,790   $ 133,403   $ 126,109   $ 178,365   $ 179,645   $ 201,965   

  Commisions                 $       0   $       0   $  17,965   $  30,660   $       0   $  12,706   $       0   
  Capital Reserves           $   8,400   $   8,547   $   8,846   $   9,156   $   9,476   $   9,808   $  10,151   
  Alterations                $       0   $       0   $  13,047   $  22,354   $       0   $   9,317   $       0   
                             ------------------------------------------------------------------------------------
                                                                                                                 
Net Cash Flow                $ 143,695   $ 147,243   $  93,545   $  63,939   $ 168,889   $ 147,814   $ 191,814   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                    
  Minimum Rent               $ 275,656   $ 283,925   $ 262,406   $ 272,481 
  Expense Recoveries         $   3,125   $   4,043   $   4,228   $   3,261 
  Other Income               $       0   $       0   $       0   $       0 
  Vacancy & Collection Loss  ($  5,576)  ($  5,759)  ($  5,333)  ($  5,515)
                             ---------------------------------------------  
                                                                           
Effective Gross Income       $ 273,205   $ 282,209   $ 261,301   $ 270,227 
                                                                           
Expenses                                                                   
                                                                           
  Operating Expenses         $  22,908   $  23,710   $  24,539   $  25,398 
  G&A Expense                $  12,727   $  13,172   $  13,633   $  14,110 
  Management                 $   8,196   $   8,466   $   7,839   $   8,107 
  Real Estate Taxes          $  20,846   $  21,576   $  22,331   $  23,112 
                             ---------------------------------------------  
                                                                           
  Total Expenses             $  64,677   $  66,924   $  68,342   $  70,727 
                                                                           
Net Operating Income         $ 208,528   $ 215,285   $ 192,959   $ 199,500 
                                                                           
  Commisions                 $       0   $       0   $  22,094   $  15,172 
  Capital Reserves           $  10,506   $  10,874   $  11,255   $  11,649 
  Alterations                $       0   $       0   $  16,599   $  11,454 
                             ---------------------------------------------  

Net Cash Flow                $ 198,022   $ 204,411   $ 143,011   $ 161,225 
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal capitalization rate of 10.5
percent for this property.

      Transaction Costs

      A costs of sale of 4.0 percent is used in this analysis.

      Discount Rate

      We used an IRR of 12.0 percent. On the following page is the Discounted
Cash Flow Analysis for this asset. Using the above indicated rates of return,
our cash flow model indicated a value of $1,400,000 or $33.33 per square foot.
This value estimate produces an implied going-in capitalization rate of 10.9
percent, a figure well within the anticipated return necessary to interest
investors for this quality of building. It is skewed upward slightly due to the
essentially 100 percent leased status of this building.

      Regarding the composition of the yield, a significant 58 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.7 percent.

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


                                      -77-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney II
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $143,695     X    0.89286   =      $128,299          9.2%           10.3% 
 1999      $147,243     X    0.79719   =      $117,381          8.4%           10.5% 
 2000      $ 93,545     X    0.71178   =      $ 66,583          4.8%            6.7% 
 2001      $ 63,939     X    0.63552   =      $ 40,634          2.9%            4.6% 
 2002      $168,889     X    0.56743   =      $ 95,832          6.9%           12.1% 
 2003      $147,814     X    0.50663   =      $ 74,887          5.4%           10.6% 
 2004      $191,814     X    0.45235   =      $ 86,767          6.2%           13.7% 
 2005      $198,022     X    0.40388   =      $ 79,978          5.7%           14.1% 
 2006      $204,411     X    0.36061   =      $ 73,713          5.3%           14.6% 
 2007      $143,011     X    0.32197   =      $ 46,046          3.3%           10.2% 
                                              --------          ---            ----
                                                            
Total Present Value of Cash Flows             $810,121          58%            10.7%
                                                                             Average
Reversion:
 2008       $199,500 (1))/     10.5%    =   $1,900,000
            Less: Cost of      4.0%         $   76,000
                                            ----------
            Net Reversion                   $1,824,000
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  587,279          42%
                                                                     
Total Present Value                         $1,397,400         100%
                                                                     
                                ROUNDED:    $1,400,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                42,000
                                Per SF NRA:                                       $33.33
                                Implicit Going-in Capitalization Rate:
                               Year One NOI                                     $152,095
                                  Going-In Capitalization Rate:                    10.9%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney III

      This property consists of a 23,850 square foot, single story flex building
which is 100 percent occupied by four tenants. Dabney III has medium office
build-out of 30 percent. Following is an analysis of the current rental income,
vacancy and collection loss projections, and historical/future operating and
non-operating expenses for this property.

      Current Rental Income

      This property is currently fully leased to four tenants; however, two of
the tenants have lease expiration date of November 1997. Based on conversations
with the leasing agent, Unijax is expected to renew their lease for five years
at the current rent escalated by 3.0 percent. The other tenant, West End Signs,
recently sold its business, and it is unknown whether they will renew their
lease. For purposes of this analysis, we have speculatively leased this space
upon lease expiration. The Pro-Ject Lease Abstract Report is in the Addenda. The
tenant base is primarily local and represents no atypical credit risk.

      The weighted average rental rate during the next 12 months is $5.46 per
square foot industrial gross. Market rent for this property type (flex -- medium
office build-out) is estimated at $6.35 per square foot. The estimated rent
level of $5.46 per square foot is below market, and is reflective of older
leases and the anticipated rollover occurring in Year One of our analysis.

      Expense Reimbursements

      Similar to the above discussed properties, all of the leases were
negotiated on an industrial gross basis. The tenant reimburses ownership for
increases in real estate taxes and insurance over the base year. This analysis
reflects this leasing structure.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 96.3 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 94.3
percent.

      Total Operating Expenses

      Since 1994, total operating expenses at Dabney III ranged from a low of
$0.96 per square foot in 1996 to a high of $1.38 per square foot in 1995. The
1997 budget calls for $1.59 per square foot. With the exception of real estate
taxes, we estimated operating expenses similar to ownership's budget
projections. As discussed in the Real Estate Tax and Assessment section, the
1997 assessment increased by over 40 percent and subsequently, the tax liability
increased for this property. We used the actual real estate tax liability in the
cash flow. Based on this, we project operating expenses to be $1.68 per square
foot in the initial year of the holding period. The higher total operating
expenses is solely attributed to the higher than projected real estate taxes.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -79-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney III
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 130,285   $ 142,195   $ 146,460   $ 150,854   $ 136,668   $ 148,149   $ 179,697   
  Expense Recoveries         $   1,776   $   1,521   $   1,966   $   2,426   $   1,300   $     684   $     868   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  2,641)  ($  2,874)  ($  2,969)  ($  3,066)  ($  2,759)  ($  2,977)  ($  3,611)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 129,420   $ 140,842   $ 145,457   $ 150,214   $ 135,209   $ 145,856   $ 176,954   

Expenses
  Operating Expenses         $  19,166   $  19,671   $  20,359   $  21,072   $  21,809   $  22,573   $  23,363   
  G&A Expense                $   7,061   $   7,247   $   7,501   $   7,763   $   8,035   $   8,316   $   8,607   
  Management                 $   3,883   $   4,225   $   4,364   $   4,506   $   4,056   $   4,376   $   5,309   
  Real Estate Taxes          $   9,961   $  10,224   $  10,581   $  10,952   $  11,335   $  11,732   $  12,142   
                             ------------------------------------------------------------------------------------

  Total Expenses             $  40,071   $  41,367   $  42,805   $  44,293   $  45,235   $  46,997   $  49,421   

Net Operating Income         $  89,349   $  99,475   $ 102,652   $ 105,921   $  89,974   $  98,859   $ 127,533   

  Commisions                 $   9,377   $       0   $       0   $       0   $  17,609   $  19,319   $       0   
  Capital Reserves           $   4,770   $   4,853   $   5,023   $   5,199   $   5,381   $   5,569   $   5,764   
  Alterations                $   6,715   $       0   $       0   $       0   $  10,981   $  12,087   $       0   
                             ------------------------------------------------------------------------------------

Net Cash Flow                $  68,487   $  94,622   $  97,629   $ 100,722   $  56,003   $  61,884   $ 121,769   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                     
  Minimum Rent               $ 178,548   $ 188,264   $ 196,091   $ 201,974  
  Expense Recoveries         $   1,277   $   1,470   $   2,036   $   2,621  
  Other Income               $       0   $       0   $       0   $       0  
  Vacancy & Collection Loss  ($  3,596)  ($  3,795)  ($  3,963)  ($  4,092) 
                             ---------------------------------------------  
                                                                            
Effective Gross Income       $ 176,229   $ 185,939   $ 194,164   $ 200,503  
                                                                            
Expenses                                                                    
  Operating Expenses         $  24,180   $  25,027   $  25,903   $  26,809  
  G&A Expense                $   8,909   $   9,220   $   9,543   $   9,877  
  Management                 $   5,287   $   5,578   $   5,825   $   6,015  
  Real Estate Taxes          $  12,567   $  13,007   $  13,463   $  13,934  
                             ---------------------------------------------  
                                                                            
  Total Expenses             $  50,943   $  52,832   $  54,734   $  56,635  
                                                                            
Net Operating Income         $ 125,286   $ 133,107   $ 139,430   $ 143,868  
                                                                            
  Commisions                 $       0   $   6,414   $       0   $       0  
  Capital Reserves           $   5,966   $   6,175   $   6,391   $   6,615  
  Alterations                $       0   $   4,058   $       0   $       0  
                             ---------------------------------------------  
                                                                            
Net Cash Flow                $ 119,320   $ 116,460   $ 133,039   $ 137,253  
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal capitalization rate of 10.5
percent for this property.

      Transaction Costs

      A costs of sale of 4.0 percent is used in this analysis.

      Discount Rate

      We used an IRR of 12.0 percent. On the following page is the Discounted
Cash Flow Analysis for this asset. Using the above indicated rates of return,
our cash flow model indicated a value of $900,000 or $37.74 per square foot.
This value estimate produces an implied going-in capitalization rate of 9.9
percent, a figure well within the anticipated return necessary to interest
investors for this quality of building.

      Regarding the composition of the yield, a significant 55 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.8 percent.

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


                                      -81-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney III
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $ 68,487     X    0.89286   =      $61,149           6.5%            7.6% 
 1999      $ 94,622     X    0.79719   =      $75,432           8.0%           10.5% 
 2000      $ 97,629     X    0.71178   =      $69,490           7.4%           10.8% 
 2001      $100,722     X    0.63552   =      $64,011           6.8%           11.2% 
 2002      $ 56,003     X    0.56743   =      $31,778           3.4%            6.2% 
 2003      $ 61,884     X    0.50663   =      $31,352           3.3%            6.9% 
 2004      $121,769     X    0.45235   =      $55,082           5.8%           13.5% 
 2005      $119,320     X    0.40388   =      $48,191           5.1%           13.3% 
 2006      $116,460     X    0.36061   =      $41,997           4.4%           12.9% 
 2007      $133,039     X    0.32197   =      $42,835           4.5%           14.8% 
                                              --------          ---            ----
                                                            
Total Present Value of Cash Flows             $521,317          55%            10.8%
                                                                             Average
Reversion:
 2008       $143,868 (1))/     10.5%    =   $1,370,171
            Less: Cost of      4.0%         $   54,807
                                            ----------
            Net Reversion                   $1,315,365
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  423,512          45%
                                                                     
Total Present Value                         $  944,829         100%
                                                                     
                                ROUNDED:    $  900,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                23,850
                                Per SF NRA:                                     $  37.74
                                Implicit Going-in Capitalization Rate:
                               Year One NOI                                     $ 89,349
                                  Going-In Capitalization Rate:                     9.9%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney IV

      This property consists of a 41,550 square foot, single story flex building
which is 100 percent leased to five tenants. Dabney IV has minimum office
build-out of 20 percent. Following is an analysis of the current rental income,
vacancy and collection loss projections, and historical/future operating and
non-operating expenses for this property.

      Current Rental Income

      Dabney IV is 100 percent occupied by five tenants with suites ranging from
4,200 to 12,600 square feet. The property is encumbered with several long term
leases. One of the leases expire in Year Eleven of the cash flow (we will
discuss the impact of this lease later in the analysis). The Pro-Ject Lease
Abstract Report is in the Addenda. The tenant base is primarily local and
represents no atypical credit risk.

      The weighted average rental rate during the next 12 months is $5.10 per
square foot industrial gross. Market rent for this property type (flex --
minimum office build-out) is estimated at $5.40 per square foot. The estimated
rent level is about five percent below market, and is reflective of several
older leases signed in 1991 through 1994 at lower than current rates.

      Expense Reimbursements

      Expense reimbursements for this property are similar to those discussed
for Dabney I through III, and are treated the same manner in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same above discussed parameters for this property relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 97.7 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 95.7
percent. This is slightly higher than market parameters and is attributed to the
long-term nature of several of the existing leases.

      Total Operating Expenses

      The total operating expenses at Dabney IV ranged from a low of $0.91 per
square foot in 1996 to a high of $1.45 per square foot in 1995. The 1997 budget
calls for $1.13 per square foot. With the exception of real estate taxes, we
estimated operating expenses similar to ownership's budget projections. As
discussed in the Real Estate Tax and Assessment section, the 1997 assessment
increased by about nine percent and subsequently, the tax liability increased
slightly for this property. We used the actual real estate tax liability in the
cash flow. Based on this, we project operating expenses to be $1.16 per square
foot in the initial year of the holding period.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -83-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney IV
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 211,682   $ 219,154   $ 226,894   $ 211,570   $ 191,570   $ 240,134   $ 247,338   
  Expense Recoveries         $   2,590   $   3,085   $   3,762   $   3,921   $   2,724   $   2,330   $   3,109   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  4,285)  ($  4,445)  ($  4,613)  ($  4,310)  ($  3,886)  ($  4,849)  ($  5,009)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 209,987   $ 217,794   $ 226,043   $ 211,181   $ 190,408   $ 237,615   $ 245,438   

Expenses
  Operating Expenses         $  18,158   $  18,636   $  19,288   $  19,963   $  20,662   $  21,385   $  22,133   
  G&A Expense                $   9,079   $   9,318   $   9,644   $   9,981   $  10,331   $  10,692   $  11,067   
  Management                 $   6,300   $   6,534   $   6,781   $   6,335   $   5,712   $   7,128   $   7,363   
  Real Estate Taxes          $  14,674   $  15,061   $  15,588   $  16,133   $  16,698   $  17,282   $  17,887   
                             ------------------------------------------------------------------------------------

  Total Expenses             $  48,211   $  49,549   $  51,301   $  52,412   $  53,403   $  56,487   $  58,450   

Net Operating Income         $ 161,776   $ 168,245   $ 174,742   $ 158,769   $ 137,005   $ 181,128   $ 186,988   

  Commisions                 $       0   $       0   $       0   $  12,156   $  31,765   $       0   $       0   
  Capital Reserves           $   8,310   $   8,455   $   8,751   $   9,058   $   9,375   $   9,703   $  10,042   
  Alterations                $       0   $       0   $       0   $   8,850   $  23,293   $       0   $       0   
                             ------------------------------------------------------------------------------------
                                                                                                                 
Net Cash Flow                $ 153,466   $ 159,790   $ 165,991   $ 128,705   $  72,572   $ 171,425   $ 176,946   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                    
  Minimum Rent               $ 254,758   $ 262,401   $ 270,273   $ 258,357 
  Expense Recoveries         $   3,913   $   4,747   $   5,610   $   5,790 
  Other Income               $       0   $       0   $       0   $       0 
  Vacancy & Collection Loss  ($  5,173)  ($  5,343)  ($  5,518)  ($  5,283)
                             ---------------------------------------------  
                                                                           
Effective Gross Income       $ 253,498   $ 261,805   $ 270,365   $ 258,864 
                                                                           
Expenses                                                                   
  Operating Expenses         $  22,908   $  23,710   $  24,539   $  25,398 
  G&A Expense                $  11,454   $  11,855   $  12,270   $  12,699 
  Management                 $   7,605   $   7,854   $   8,111   $   7,766 
  Real Estate Taxes          $  18,513   $  19,161   $  19,832   $  20,526 
                             ---------------------------------------------  
                                                                           
  Total Expenses             $  60,480   $  62,580   $  64,752   $  66,389 
                                                                           
Net Operating Income         $ 193,018   $ 199,225   $ 205,613   $ 192,475 
                                                                           
  Commisions                 $       0   $       0   $       0   $  15,172 
  Capital Reserves           $  10,394   $  10,758   $  11,134   $  11,524 
  Alterations                $       0   $       0   $       0   $  11,454 
                             ---------------------------------------------  

Net Cash Flow                $ 182,624   $ 188,467   $ 194,479   $ 154,325 
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal capitalization rate of 10.5
percent for this property.

      Transaction Costs

      A costs of sale of 4.0 percent is used in this analysis.

      Discount Rate

      We used an IRR of 12.0 percent. On the following page is the Discounted
Cash Flow Analysis for this asset. Using the above indicated rates of return,
our cash flow model indicated a value of $1,400,000 or $33.69 per square foot.
This value estimate produces an implied going-in capitalization rate of 11.6
percent. It is skewed upward due to the essentially 100 percent leased status,
coupled with the erratic cash flows due to the subject's lease expiration
schedule, which results in little growth over the holding period.

      As a result, we also considered the value indications from holding periods
ranging from ten to 15 years, the average of which suggested a value of
$1,500,000. See the second following page. We believe that on owner would
attempt to optimize the date of sale rather than sale at the end of exactly ten
years. Therefore, we concluded to this higher figure. The lower value indication
for the ten year holding period is due to significant lease expirations in
either the terminal or following year. We believe that an owner would attempt to
optimize the date of sale rather than sell the property in exactly ten years.
Therefore, we concluded to this higher value which yielded an implied going-in
capitalization rate of 10.8 percent, a figure well within the anticipated return
necessary to interest investors for this quality of building.

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


                                      -85-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney IV
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $153,466     X    0.89286   =      $137,023          9.5%           11.0%
 1999      $159,790     X    0.79719   =      $127,384          8.8%           11.4%
 2000      $165,991     X    0.71178   =      $118,149          8.2%           11.9%
 2001      $128,705     X    0.63552   =      $ 81,794          5.7%            9.2%
 2002      $ 72,572     X    0.56743   =      $ 41,179          2.9%            5.2%
 2003      $171,425     X    0.50663   =      $ 86,849          6.0%           12.2%
 2004      $176,946     X    0.45235   =      $ 80,041          5.5%           12.6%
 2005      $182,624     X    0.40388   =      $ 73,759          5.1%           13.0%
 2006      $188,467     X    0.36061   =      $ 67,963          4.7%           13.5%
 2007      $194,479     X    0.32197   =      $ 62,617          4.3%           13.9%
                                              --------          ---            ----
                                                            
Total Present Value of Cash Flows             $876,759          61%            11.4%
                                                                             Average
Reversion:
 2008       $192,475 (1) /     10.5%    =   $1,833,095
            Less: Cost of      4.0%         $   73,324
                                            ----------
            Net Reversion                   $1,759,771
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  566,599          39%
                                                                     
Total Present Value                         $1,443,358         100%
                                                                     
                                ROUNDED:    $1,400,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                41,550
                                Per SF NRA:                                     $  33.69
                                Implicit Going-in Capitalization Rate:
                               Year One NOI                                     $161,776
                                  Going-In Capitalization Rate:                    11.6%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney IV

                              Present Value Report

<TABLE>
<CAPTION>
===============================================================================================
IRR or Discount Rate      12.00%
       Cost of Sales       4.0%
   Terminal Cap Rate      10.5%
================================================================================================
                                                                       CF as %
Sale at End of Year:      Residual     Residual PV    Cash Flow PV     of Total       Total PV
================================================================================================
<S>              <C>     <C>            <C>            <C>               <C>         <C>       
                 10      $1,759,771     $566,599       $  876,759        60.7%       $1,443,358
                 11      $1,431,753     $411,595       $  921,124        69.1%       $1,332,719
                 12      $2,139,520     $549,161       $  948,054        63.3%       $1,497,216
                 13      $2,255,397     $516,879       $  983,109        65.5%       $1,499,988
                 14      $2,328,585     $476,475       $1,030,971        68.4%       $1,507,446
                 15      $2,403,867     $439,178       $1,075,086        71.0%       $1,514,264

                                                         Average:                    $1,465,832

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

                  Value Conclusion:                    $1,500,000

                  ================================================
                  Square Feet NRA:                         41,550
                  Value Per SF NRA:                           $36

                  Year One NOI:                          $161,776
                  Implied Going-In
                     Capitalization Rate:                    10.8%

                  Average Cash on Cash
                     Return over 10 Year Hold:               11.4%
                  ================================================

</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney V

      This property consists of a 45,353 square foot, single story flex building
which is 100 percent leased to eight tenants. Dabney V has medium office
build-out of 30 percent. Following is an analysis of the current rental income,
vacancy and collection loss projections, and historical/future operating and
non-operating expenses for this property.

      Current Rental Income

      This property is currently fully occupied by eight tenants, with the
largest tenant being Carriage House Press Inc. with 18,000 square feet or 39.7
percent of gross leasable area. One of the tenants, Alkat Electrical Contract,
lease expires at the end of July 1997. According to the leasing agent, this
tenant is negotiating a two year renewal at the same terms as the original
lease. This tenant is a government contractor and the lease term tends to
coincide with the length of their government contract. Accordingly, we have
included this lease renewal in the cash flow analysis. Thereafter, we assume a
speculative leasing scenario. The Pro-Ject Lease Abstract Report is in the
Addenda. The tenant base is primarily local and represents no atypical credit
risk.

      The weighted average rental rate during the next 12 months is $5.72 per
square foot industrial gross. Market rent for this property type (flex -- medium
office build-out) is estimated at $6.35 per square foot. The subject's current
average rent is below market, and reflective of older leases signed at lower
rates.

      Expense Reimbursements

      Similar to the above discussed properties, all of the leases were
negotiated on an industrial gross basis. This analysis reflects this leasing
structure.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property relative to credit loss and
renewal probability. The resulting overall average occupancy rate over the ten
year holding period is 95.8 percent. Including our overall vacancy/global credit
loss allowance, the implied overall occupancy rate is 93.8 percent.

      Total Operating Expenses

      Since 1994, total operating expenses at Dabney V ranged from a low of
$1.30 per square foot in 1996 to a high of $1.71 per square foot in 1995. The
1997 budget calls for $1.32 per square foot. With the exception of real estate
taxes, we estimated operating expenses similar to ownership's budget
projections. As discussed in the Real Estate Tax and Assessment section, the
1997 assessment increased by over 20 percent and subsequently, the tax liability
increased for this property. We used the actual real estate tax liability in the
cash flow. Based on this, we project operating expenses to be $1.37 per square
foot in the first year of the holding period. The higher total operating
expenses is solely attributed to the higher than projected real estate taxes.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used for the prior properties.

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


                                      -88-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney V
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 259,441   $ 250,712   $ 266,304   $ 275,283   $ 274,701   $ 278,241   $ 304,627   
  Expense Recoveries         $   1,676   $   2,028   $   2,460   $   2,999   $   3,466   $   3,553   $   1,985   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  5,222)  ($  5,055)  ($  5,375)  ($  5,566)  ($  5,563)  ($  5,636)  ($  6,132)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 255,895   $ 247,685   $ 263,389   $ 272,716   $ 272,604   $ 276,158   $ 300,480   

Expenses
  Operating Expenses         $  22,697   $  23,294   $  24,110   $  24,954   $  25,827   $  26,731   $  27,666   
  G&A Expense                $  12,609   $  12,941   $  13,394   $  13,863   $  14,348   $  14,850   $  15,370   
  Management                 $   7,677   $   7,431   $   7,902   $   8,181   $   8,178   $   8,285   $   9,014   
  Real Estate Taxes          $  19,215   $  19,721   $  20,411   $  21,125   $  21,864   $  22,630   $  23,422   
                             ------------------------------------------------------------------------------------

   Total Expenses            $  62,198   $  63,387   $  65,817   $  68,123   $  70,217   $  72,496   $  75,472   

Net Operating Income         $ 193,697   $ 184,298   $ 197,572   $ 204,593   $ 202,387   $ 203,662   $ 225,008   

  Commisions                 $   1,146   $   6,348   $  13,190   $   5,533   $  11,686   $   9,605   $  32,977   
  Capital Reserves           $   9,071   $   9,229   $   9,552   $   9,887   $  10,233   $  10,591   $  10,962   
  Alterations                $   2,400   $   3,902   $   8,107   $   3,417   $   7,273   $   5,990   $  20,665   
                             ------------------------------------------------------------------------------------

Net Cash Flow                $ 181,080   $ 164,819   $ 166,723   $ 185,756   $ 173,195   $ 177,476   $ 160,404   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                      
  Minimum Rent               $ 347,389   $ 347,196   $ 346,873   $ 371,714   
  Expense Recoveries         $   2,999   $   3,759   $   3,629   $   3,852   
  Other Income               $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  7,008)  ($  7,019)  ($  7,010)  ($  7,511)  
                             ---------------------------------------------  
                                                                             
Effective Gross Income       $ 343,380   $ 343,936   $ 343,492   $ 368,055   
                                                                             
Expenses                                                                     
  Operating Expenses         $  28,635   $  29,637   $  30,674   $  31,748   
  G&A Expense                $  15,908   $  16,465   $  17,041   $  17,638   
  Management                 $  10,301   $  10,318   $  10,305   $  11,042   
  Real Estate Taxes          $  24,242   $  25,090   $  25,968   $  26,877   
                             ---------------------------------------------  
                                                                             
   Total Expenses            $  79,086   $  81,510   $  83,988   $  87,305   
                                                                             
Net Operating Income         $ 264,294   $ 262,426   $ 259,504   $ 280,750   
                                                                             
  Commisions                 $       0   $   7,808   $  16,709   $   7,009   
  Capital Reserves           $  11,345   $  11,742   $  12,153   $  12,579   
  Alterations                $       0   $   4,964   $  10,675   $   4,500   
                             ---------------------------------------------  
                                                                             
Net Cash Flow                $ 252,949   $ 237,912   $ 219,967   $ 256,662   
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal capitalization rate of 10.5
percent for this property.

      Transaction Costs

      A costs of sale of 4.0 percent is used in this analysis.

      Discount Rate

      We used an IRR of 12.0 percent. On the following page is the Discounted
Cash Flow Analysis for this asset. Using the above indicated rates of return,
our cash flow model indicated a value of $1,900,000 or $41.89 per square foot.
This value estimate produces an implied going-in capitalization rate of 10.2
percent, a figure well within the anticipated return necessary to interest
investors for this quality of building.

      Regarding the composition of the yield, a significant 56 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.1 percent.

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


                                      -90-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney V
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $181,080      X    0.89286   =     $161,679          8.6%            9.5%
 1999      $164,819      X    0.79719   =     $131,393          7.0%            8.7%
 2000      $166,723      X    0.71178   =     $118,670          6.3%            8.8%
 2001      $185,756      X    0.63552   =     $118,051          6.3%            9.8%
 2002      $173,195      X    0.56743   =     $ 98,275          5.2%            9.1%
 2003      $177,476      X    0.50663   =     $ 89,915          4.8%            9.3%
 2004      $160,404      X    0.45235   =     $ 72,559          3.9%            8.4%
 2005      $252,949      X    0.40388   =     $102,162          5.4%           13.3%
 2006      $237,912      X    0.36061   =     $ 85,793          4.6%           12.5%
 2007      $219,967      X    0.32197   =     $ 70,823          3.8%           11.6%
                                              --------          ---            ----
                                               
Total Present Value of Cash Flows            $1,049,320          56%           10.1%
                                                                             Average
Reversion:
 2008       $280,750 (1)/      10.5%    =   $2,673,810
            Less: Cost of      4.0%         $  106,952
                                            ----------
            Net Reversion                   $2,566,857
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  826,459          44%
                                                                     
Total Present Value                         $1,875,780         100%
                                                                     
                                ROUNDED:    $1,900,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                45,353
                                Per SF NRA:                                     $  41.89
                                Implicit Going-In Capitalization Rate:
                               Year One NOI                                     $193,697
                                  Going-In Capitalization Rate:                    10.2%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney VI

      This property consists of a 50,400 square foot, single story flex building
which is 100 percent occupied by four tenants. Dabney VI has medium office
build-out of 30 percent. Following is an analysis of the current rental income,
vacancy and collection loss projections, and historical/future operating and
non-operating expenses for this property.

      Current Rental Income

      This property lost its sole tenant in January 1996 and was kept off the
market for three months while being re-configured from multi-tenant occupancy.
The building was 75 percent leased-up by August 1996 with three tenants at base
rents of $4.50, $5.70 and $6.00 per square foot, industrial gross. The final
suite was leased in February 1997 after a delay caused by the fallout of a
potential tenant. All of the tenants have five year lease terms and as such, the
building is fully leased for the first three years of the analysis. The Pro-Ject
Lease Abstract Report is in the Addenda. The tenant base is primarily local and
represents no atypical credit risk.

      The weighted average rental rate during the next 12 months is $5.02 per
square foot industrial gross. Market rent for this property type (flex -- medium
office build-out) is estimated at $6.35 per square foot.

      Expense Reimbursements

      Similar to the above discussed properties, all of the leases were
negotiated on an industrial gross basis. This analysis reflects this leasing
structure.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property relative to credit loss and
renewal probability. The resulting overall average occupancy rate over the ten
year holding period is 96.7 percent. Including our overall vacancy/global credit
loss allowance, the implied overall occupancy rate is 94.7 percent.

      Total Operating Expenses

      Historical total operating expenses at Dabney VI ranged from a low of
$0.69 per square foot in 1994 to a high of $0.88 per square foot in 1995. The
1997 budget calls for a higher level at $1.05 per square foot. The higher level
is to be expected given the shift from single- to multi-tenant occupancy. We
deviate from the budget projections for general and administrative, and real
estate tax expenses. The budget forecasts a general and administrative expense
at $0.40 per square foot. This is significantly above prior year levels as well
as comparable properties. Accordingly, we project this expense at $0.24 per
square foot ($12,000), which is in line with market levels. As discussed in the
Real Estate Tax and Assessment section, the 1997 assessment increased by over
seven percent and subsequently, the tax liability increased for this property.
We used the actual real estate tax liability in the cash flow. Based on this, we
project operating expenses to be $1.00 per square foot in the initial year of
the holding period.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used for the other flex buildings described herein.

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


                                      -92-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney VI
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 253,229   $ 260,826   $ 268,651   $ 242,903   $ 231,120   $ 309,593   $ 318,881   
  Expense Recoveries         $   2,983   $   3,530   $   4,278   $   4,253   $     913   $   1,032   $   1,890   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  5,124)  ($  5,287)  ($  5,459)  ($  4,943)  ($  4,641)  ($  6,212)  ($  6,415)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 251,088   $ 259,069   $ 267,470   $ 242,213   $ 227,392   $ 304,413   $ 314,356   

Expenses
  Operating Expenses         $  15,131   $  15,530   $  16,073   $  16,636   $  17,218   $  17,821   $  18,444   
  G&A Expense                $  12,105   $  12,424   $  12,859   $  13,309   $  13,774   $  14,256   $  14,755   
  Management                 $   7,533   $   7,772   $   8,024   $   7,266   $   6,822   $   9,132   $   9,431   
  Real Estate Taxes          $  15,714   $  16,128   $  16,692   $  17,277   $  17,881   $  18,507   $  19,155   
                             ------------------------------------------------------------------------------------

   Total Expenses            $  50,483   $  51,854   $  53,648   $  54,488   $  55,695   $  59,716   $  61,785   

Net Operating Income         $ 200,605   $ 207,215   $ 213,822   $ 187,725   $ 171,697   $ 244,697   $ 252,571   

  Commisions                 $       0   $       0   $       0   $       0   $  55,512   $  19,059   $       0   
  Capital Reserves           $  10,080   $  10,256   $  10,615   $  10,987   $  11,371   $  11,769   $  12,181   
  Alterations                $       0   $       0   $       0   $       0   $  40,511   $  13,976   $       0   
                             ------------------------------------------------------------------------------------

Net Cash Flow                $ 190,525   $ 196,959   $ 203,207   $ 176,738   $  64,303   $ 199,893   $ 240,390   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                     
  Minimum Rent               $ 328,446   $ 338,301   $ 348,449   $ 358,903  
  Expense Recoveries         $   2,776   $   3,695   $   4,645   $   5,629  
  Other Income               $       0   $       0   $       0   $       0
  Vacancy & Collection Loss  ($  6,624)  ($  6,840)  ($  7,062)  ($  7,291) 
                             ---------------------------------------------  
                                                                            
Effective Gross Income       $ 324,598   $ 335,156   $ 346,032   $ 357,241  
                                                                            
Expenses                                                                    
  Operating Expenses         $  19,090   $  19,758   $  20,450   $  21,165  
  G&A Expense                $  15,272   $  15,806   $  16,360   $  16,932  
  Management                 $   9,738   $  10,055   $  10,381   $  10,717  
  Real Estate Taxes          $  19,825   $  20,519   $  21,237   $  21,981  
                             ---------------------------------------------  
                                                                            
   Total Expenses            $  63,925   $  66,138   $  68,428   $  70,795  
                                                                            
Net Operating Income         $ 260,673   $ 269,018   $ 277,604   $ 286,446  
                                                                            
  Commisions                 $       0   $       0   $       0   $       0  
  Capital Reserves           $  12,608   $  13,049   $  13,506   $  13,978  
  Alterations                $       0   $       0   $       0   $       0  
                             ---------------------------------------------  
                                                                            
Net Cash Flow                $ 248,065   $ 255,969   $ 264,098   $ 272,468  
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal capitalization rate of 10.5
percent for this property.

      Transaction Costs

      A costs of sale of 4.0 percent is used in this analysis.

      Discount Rate

      We used an IRR of 12.0 percent. On the following page is the Discounted
Cash Flow Analysis for this asset. Using the above indicated rates of return,
our cash flow model indicated a value of $2,000,000 or $39.68 per square foot.
This value estimate produces an implied going-in capitalization rate of 10.0
percent, a figure well within the anticipated return necessary to interest
investors for this quality of building.

      Regarding the composition of the yield, a significant 57 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.2 percent.

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


                                      -94-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney VI
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $190,525     X    0.89286   =      $170,112          8.7%            9.5%   
 1999      $196,959     X    0.79719   =      $157,015          8.0%            9.8%   
 2000      $203,207     X    0.71178   =      $144,639          7.4%           10.2%  
 2001      $176,738     X    0.63552   =      $112,320          5.8%            8.8%   
 2002      $ 64,303     X    0.56743   =      $ 36,487          1.9%            3.2%   
 2003      $199,893     X    0.50663   =      $101,272          5.2%           10.0%  
 2004      $240,390     X    0.45235   =      $108,740          5.6%           12.0%  
 2005      $248,065     X    0.40388   =      $100,189          5.1%           12.4%  
 2006      $255,969     X    0.36061   =      $ 92,305          4.7%           12.8%  
 2007      $264,098     X    0.32197   =      $ 85,032          4.4%           13.2%  
                                              --------          ---            ----
                                               
Total Present Value of Cash Flows           $1,108,111           57%           10.2%
                                                                             Average
Reversion:
 2008       $286,446 (1)/      10.5%    =   $2,728,057
            Less: Cost of      4.0%         $  109,122
                                            ----------
            Net Reversion                   $2,618,935
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  843,227          43%
                                                                     
Total Present Value                         $1,951,338         100%
                                                                     
                                ROUNDED:    $2,000,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                50,400
                                Per SF NRA:                                     $  39.68
                                Implicit Going-In Capitalization Rate:
                               Year One NOI                                     $200,605
                                  Going-In Capitalization Rate:                    10.0%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney VII

      This property consists of a 33,149 square foot single story flex building
which is now 100 percent occupied by six tenants. Following is an analysis of
the current rental income, vacancy and collection loss projections, and
historical/future operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $7.12 per
square foot industrial gross. The Pro-Ject Lease Abstract Report is in the
Addenda. In our opinion, this property's tenant base is comprised of local
tenants which represents no atypical credit risk. Market rent for this property
was discussed above as $7.30 per square foot.

      Expense Reimbursements

      Expense reimbursements for this property are similar to Dabney I (as
previously discussed) and were treated the same way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 97.3 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 95.3
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $150 per
square foot in 1996 to a high of $1.71 per square foot in 1995. The 1997 budget
calls for $1.67 per square foot. In the initial year of the investment holding
period, we project operating expenses to be $1.72 per square foot, primarily due
to a 67 percent increase in real estate taxes.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -96-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney VII
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 235,895   $ 243,169   $ 229,897   $ 241,536   $ 243,305   $ 275,770   $ 285,504   
  Expense Recoveries         $   3,104   $   3,576   $   3,891   $   4,043   $   4,002   $   4,037   $   4,750   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  4,780)  ($  4,935)  ($  4,676)  ($  4,912)  ($  4,946)  ($  5,596)  ($  5,805)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 234,219   $ 241,810   $ 229,112   $ 240,667   $ 242,361   $ 274,211   $ 284,449   

Expenses
  Operating Expenses         $  23,201   $  23,812   $  24,645   $  25,508   $  26,401   $  27,325   $  28,281   
  G&A Expense                $  12,105   $  12,424   $  12,859   $  13,309   $  13,774   $  14,256   $  14,755   
  Management                 $   7,027   $   7,254   $   6,873   $   7,220   $   7,271   $   8,226   $   8,533   
  Real Estate Taxes          $  14,523   $  14,905   $  15,427   $  15,967   $  16,526   $  17,104   $  17,703   
                             ------------------------------------------------------------------------------------

  Total Expenses             $  56,856   $  58,395   $  59,804   $  62,004   $  63,972   $  66,911   $  69,272   

Net Operating Income         $ 177,363   $ 183,415   $ 169,308   $ 178,663   $ 178,389   $ 207,300   $ 215,177   

  Commisions                 $       0   $       0   $  12,586   $   4,824   $   9,815   $   9,365   $       0   
  Capital Reserves           $   6,630   $   6,746   $   6,982   $   7,226   $   7,479   $   7,741   $   8,012   
  Alterations                $       0   $       0   $   6,762   $   2,592   $   5,324   $   5,080   $       0   
                             ------------------------------------------------------------------------------------

Net Cash Flow                $ 170,733   $ 176,669   $ 142,978   $ 164,021   $ 155,771   $ 185,114   $ 207,165   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                     
  Minimum Rent               $ 275,022   $ 298,683   $ 271,359   $ 303,686  
  Expense Recoveries         $   4,608   $   5,199   $   3,759   $   1,954  
  Other Income               $       0   $       0   $       0   $       0  
  Vacancy & Collection Loss  ($  5,593)  ($  6,078)  ($  5,502)  ($  6,113) 
                             ---------------------------------------------  
                                                                            
Effective Gross Income       $ 274,037   $ 297,804   $ 269,616   $ 299,527  
                                                                            
Expenses                                                                    
  Operating Expenses         $  29,271   $  30,296   $  31,356   $  32,453  
  G&A Expense                $  15,272   $  15,806   $  16,360   $  16,932  
  Management                 $   8,221   $   8,934   $   8,088   $   8,986  
  Real Estate Taxes          $  18,322   $  18,964   $  19,627   $  20,314  
                             ---------------------------------------------  
                                                                            
  Total Expenses             $  71,086   $  74,000   $  75,431   $  78,685  
                                                                            
Net Operating Income         $ 202,951   $ 223,804   $ 194,185   $ 220,842  
                                                                            
  Commisions                 $  12,461   $       0   $  21,657   $  21,590  
  Capital Reserves           $   8,292   $   8,583   $   8,883   $   9,194  
  Alterations                $   6,855   $       0   $  12,036   $  12,016  
                             ---------------------------------------------  
                                                                            
Net Cash Flow                $ 175,343   $ 215,221   $ 151,609   $ 178,042  
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $1,600,000 or $48.27 per square foot. This value estimate produces an implied
going-in capitalization rate of 11.1 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward slightly due to the essentially 100 percent leased status of
this building.

      Regarding the composition of the yield, a significant 60 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.9 percent.

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


                                      -98-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney VII
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $170,733      X    0.89286   =     $152,440          9.4%           10.7%  
 1999      $176,669      X    0.79719   =     $140,839          8.7%           11.0%  
 2000      $142,978      X    0.71178   =     $101,769          6.3%            8.9% 
 2001      $164,021      X    0.63552   =     $104,238          6.4%           10.3%  
 2002      $155,771      X    0.56743   =     $ 88,389          5.4%            9.7% 
 2003      $185,114      X    0.50663   =     $ 93,785          5.8%           11.6%  
 2004      $207,165      X    0.45235   =     $ 93,711          5.8%           12.9%  
 2005      $175,343      X    0.40388   =     $ 70,818          4.4%           11.0%  
 2006      $215,221      X    0.36061   =     $ 77,611          4.8%           13.5%  
 2007      $151,609      X    0.32197   =     $ 48,814          3.0%            9.5% 
                                              --------          ---            ----
                                               
Total Present Value of Cash Flows             $ 972,414          60%           10.9%
                                                                             Average
Reversion:
 2008       $220,842 (1)/      10.5%    =   $2,103,257
            Less: Cost of      4.0%         $   84,130
                                            ----------
            Net Reversion                   $2,019,127
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  650,105          40%
                                                                     
Total Present Value                         $1,622,519         100%
                                                                     
                                ROUNDED:    $1,600,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                33,149 
                                Per SF NRA:                                          $48
                                Implicit Going-In Capitalization Rate:
                               Year One NOI                                     $177,363
                                  Going-In Capitalization Rate:                    11.1%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney VIII

      This property consists of a 29,700 square foot, single story flex building
which is 100 percent leased to one tenant. Dabney VIII has medium office
build-out of 30 percent. Following is an analysis of the current rental income,
vacancy and collection loss projections, and historical/future operating and
non-operating expenses for this property.

      Current Rental Income

      Dabney VIII is 100 percent occupied by one tenant, United Power
Corporation. This tenant has been at the property since March 1988. This lease
has expired and the tenant is negotiating a three year extension at $6.14 per
square foot. We have incorporated this extension in the following cash flow
analysis. Thereafter, we assume a speculative leasing scenario. The Pro-Ject
Lease Abstract Report is in the Addenda.

      The weighted average rental rate during the next 12 months is $6.17 per
square foot industrial gross. Market rent for this property type (flex -- medium
office build-out) is estimated at $6.35 per square foot.

      Expense Reimbursements

      Expense reimbursements for this property are similar to those discussed
above, and are treated the same way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same above discussed parameters for this property relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 96.7 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 94.7
percent.

      Total Operating Expenses

      Historical total operating expenses at Dabney VIII has been fairly
consistent and ranged from a low of $1.25 per square foot in 1994 to a high of
$1.37 per square foot in 1995. The 1997 budget calls for $1.40 per square foot.
With the exception of real estate taxes, we estimated operating expenses similar
to ownership's budget projections. As discussed in the Real Estate Tax and
Assessment section, the 1997 assessment increased by about 12 percent and
subsequently, the tax liability increased slightly for this property. We used
the actual real estate tax liability in the cash flow. Based on this, we project
operating expenses to be $1.56 per square foot in the initial year of the
holding period.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used for the above discussed flex properties.

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


                                      -100-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney VIII
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 183,270   $ 188,768   $ 161,220   $ 169,235   $ 208,159   $ 214,403   $ 220,836   
  Expense Recoveries         $     135   $     545   $     873   $     295   $     894   $   1,515   $   2,157   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  3,668)  ($  3,786)  ($  3,242)  ($  3,391)  ($  4,181)  ($  4,318)  ($  4,460)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 179,737   $ 185,527   $ 158,851   $ 166,139   $ 204,872   $ 211,600   $ 218,533   

Expenses
  Operating Expenses         $  21,184   $  21,741   $  22,502   $  23,290   $  24,105   $  24,949   $  25,822   
  G&A Expense                $   7,061   $   7,247   $   7,501   $   7,763   $   8,035   $   8,316   $   8,607   
  Management                 $   5,392   $   5,566   $   4,766   $   4,984   $   6,146   $   6,348   $   6,556   
  Real Estate Taxes          $  12,583   $  12,914   $  13,366   $  13,834   $  14,318   $  14,820   $  15,338   
                             ------------------------------------------------------------------------------------

  Total Expenses             $  46,220   $  47,468   $  48,135   $  49,871   $  52,604   $  54,433   $  56,323   

Net Operating Income         $ 133,517   $ 138,059   $ 110,716   $ 116,268   $ 152,268   $ 157,167   $ 162,210   

  Commisions                 $       0   $       0   $       0   $  49,795   $       0   $       0   $       0   
  Capital Reserves           $   5,940   $   6,044   $   6,255   $   6,474   $   6,701   $   6,936   $   7,178   
  Alterations                $       0   $       0   $       0   $  30,754   $       0   $       0   $       0   
                             ------------------------------------------------------------------------------------

Net Cash Flow                $ 127,577   $ 132,015   $ 104,461   $  29,245   $ 145,567   $ 150,231   $ 155,032   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations      
  Minimum Rent               $ 227,461   $ 234,284   $ 241,313   $ 169,044  
  Expense Recoveries         $   2,821   $   3,509   $   4,221   $     764  
  Other Income               $       0   $       0   $       0   $       0  
  Vacancy & Collection Loss  ($  4,606)  ($  4,756)  ($  4,911)  ($  3,396) 
                             ---------------------------------------------  
                                                                            
Effective Gross Income       $ 225,676   $ 233,037   $ 240,623   $ 166,412  
                                                                            
Expenses
  Operating Expenses         $  26,726   $  27,661   $  28,629   $  29,631
  G&A Expense                $   8,909   $   9,220   $   9,543   $   9,877
  Management                 $   6,770   $   6,991   $   7,219   $   4,992
  Real Estate Taxes          $  15,875   $  16,431   $  17,006   $  17,601
                             ---------------------------------------------  
                                                                            
  Total Expenses             $  58,280   $  60,303   $  62,397   $  62,101  
                                                                            
Net Operating Income         $ 167,396   $ 172,734   $ 178,226   $ 104,311  
                                                                            
  Commisions                 $       0   $       0   $       0   $  63,079  
  Capital Reserves           $   7,430   $   7,690   $   7,959   $   8,237  
  Alterations                $       0   $       0   $       0   $  40,497  
                             ---------------------------------------------  
                                                                            
Net Cash Flow                $ 159,966   $ 165,044   $ 170,267   ($  7,502) 
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal capitalization rate of 10.5
percent for this property.

      Transaction Costs

      A costs of sale of 4.0 percent is used in this analysis.

      Discount Rate

      We used an IRR of 12.0 percent. On the following page is the Discounted
Cash Flow Analysis for this asset. Using the above indicated rates of return,
our cash flow model indicated a value of $1,000,000 or $33.67 per square foot.
This value estimate produces an implied going-in capitalization rate of 13.4
percent. This is skewed upward due to the essentially 100 percent leased status
coupled, the anticipated rollover in the terminal year. This results in a
negative cash flow in Year Eleven of the analysis. As such, we also considered
the value indications from holding periods ranging from ten to 15 years, the
average of which suggested a value of $1,200,000. See the second following page.
The lower value indication for the ten year holding period is due to the entire
building rolling in the terminal year. We believe that an owner would attempt to
optimize the date of sale rather than sale the property in exactly ten years.
Therefore, we concluded to this higher value of $1,200,000. The implied going-in
capitalization rate at the concluded value estimate is 11.1 percent.

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


                                      -102-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney VIII
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>          <C>  <C>       <C>    <C>               <C>            <C>
 1998      $127,577     X    0.89286   =      $113,908          11.1%          12.8%
 1999      $132,015     X    0.79719   =      $105,242          10.2%          13.2%
 2000      $104,461     X    0.71178   =      $ 74,353           7.2%          10.4%
 2001      $ 29,245     X    0.63552   =      $ 18,586           1.8%           2.9%
 2002      $145,567     X    0.56743   =      $ 82,599           8.0%          14.6%
 2003      $150,231     X    0.50663   =      $ 76,112           7.4%          15.0%
 2004      $155,032     X    0.45235   =      $ 70,129           6.8%          15.5%
 2005      $159,966     X    0.40388   =      $ 64,608           6.3%          16.0%
 2006      $165,044     X    0.36061   =      $ 59,517           5.8%          16.5%
 2007      $170,267     X    0.32197   =      $ 54,821           5.3%          17.0%
                                              --------          ----           ----
                                                          
Total Present Value of Cash Flows             $ 719,873          70%           13.4%
                                                                             Average
Reversion:
 2008       $104,311 (1)/      10.5%    =   $  993,438
            Less: Cost of      4.0%         $   39,738
                                            ----------
            Net Reversion                   $  953,701
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  307,066          30%
                                                                     
Total Present Value                         $1,026,939         100%
                                                                     
                                ROUNDED:    $1,000,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                29,700
                                Per SF NRA:                                       $33.67
                                Implicit Going-In Capitalization Rate:
                               Year One NOI                                     $133,517
                                  Going-In Capitalization Rate:                    13.4%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney VIII

                              Present Value Report

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

IRR or Discount Rate    12.00%
       Cost of Sales      4.0%
   Terminal Cap Rate     10.5%

================================================================================
                                                            CF as %
Sale at End of Year:   Residual  Residual PV  Cash Flow PV  of Total   Total PV
================================================================================

                 10   $  953,701   $307,066     $719,873      70.1%   $1,026,939
                 11   $1,732,379   $498,018     $717,716      59.0%   $1,215,734
                 12   $1,788,379   $459,032     $764,163      62.5%   $1,223,195
                 13   $1,846,043   $423,066     $806,968      65.6%   $1,230,033
                 14   $1,905,362   $389,875     $846,414      68.5%   $1,236,289
                 15   $1,966,391   $359,252     $882,761      71.1%   $1,242,013

                                                Average:              $1,195,701

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

                  Value Conclusion:           $1,200,000

                  =======================================
                  Square Feet NRA:                29,700
                  Value Per SF NRA:          $        40

                  Year One NOI:              $   133,517
                  Implied Going-In
                    Capitalization Rate:            11.1%

                  Average Cash on Cash
                    Return over 10 Year Hold:       13.4%
                  =======================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney IX

      This property is a 30,263 square foot single story flex building which is
now 95 percent occupied by eight tenants. Following is an analysis of the
current rental income, vacancy and collection loss projections, and
historical/future operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $7.27 per
square foot industrial gross. The Pro-Ject Lease Abstract Report is in the
Addenda. In our opinion, this property's tenant base is composed of local
tenants which represents no atypical credit risk. Market rent for this property
was discussed above as $7.30 per square foot.

      Expense Reimbursements

      Expense reimbursements for this property are similar to Dabney I (as
previously discussed) and were treated the same way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 95.4 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 93.4
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $1.58
per square foot in 1994 to a high of $2.22 per square foot in 1995. The 1997
budget calls for $1.98 per square foot. In the initial year of the investment
holding period, we project operating expenses to be $2.34 per square foot,
primarily due to a 67 percent increase in taxes.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -105-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney IX
                               Cash Flow Analysis

<TABLE>
<CAPTION>
=================================================================================================================
                                   1           2           3           4           5           6           7     
       Fiscal Year              1998        1999        2000        2001        2002        2003        2004     
=================================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>         <C>         <C>         
Revenue From Operations
  Minimum Rent               $ 208,885   $ 241,756   $ 246,582   $ 252,493   $ 245,391   $ 244,870   $ 260,570   
  Expense Recoveries         $   4,543   $   3,769   $   4,112   $   4,387   $   3,055   $   2,616   $   2,190   
  Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0   
  Vacancy & Collection Loss  ($  4,269)  ($  4,911)  ($  5,014)  ($  5,138)  ($  4,969)  ($  4,950)  ($  5,255)  
                             ------------------------------------------------------------------------------------

Effective Gross Income       $ 209,159   $ 240,614   $ 245,680   $ 251,742   $ 243,477   $ 242,536   $ 257,505   

Expenses
  Operating Expenses         $  38,333   $  39,342   $  40,719   $  42,144   $  43,619   $  45,145   $  46,726   
  G&A Expense                $  12,105   $  12,424   $  12,859   $  13,309   $  13,774   $  14,256   $  14,755   
  Management                 $   6,275   $   7,218   $   7,370   $   7,552   $   7,304   $   7,276   $   7,725   
  Real Estate Taxes          $  14,174   $  14,547   $  15,056   $  15,583   $  16,129   $  16,693   $  17,277   
                             ------------------------------------------------------------------------------------

  Total Expenses             $  70,887   $  73,531   $  76,004   $  78,588   $  80,826   $  83,370   $  86,483   

Net Operating Income         $ 138,272   $ 167,083   $ 169,676   $ 173,154   $ 162,651   $ 159,166   $ 171,022   

  Commisions                 $  28,150   $       0   $   3,122   $   3,137   $  16,803   $  13,589   $       0   
  Capital Reserves           $   6,053   $   6,159   $   6,374   $   6,597   $   6,828   $   7,067   $   7,314   
  Alterations                $  15,813   $       0   $   1,677   $   1,693   $   9,082   $   7,407   $       0   
                             ------------------------------------------------------------------------------------

Net Cash Flow                $  88,256   $ 160,924   $ 158,503   $ 161,727   $ 129,938   $ 131,103   $ 163,708   
=================================================================================================================
</TABLE>

==========================================================================
                                   8           9          10          11    
       Fiscal Year              2005        2006        2007        2008    
==========================================================================

Revenue From Operations                                                     
  Minimum Rent               $ 250,567   $ 256,636   $ 278,384   $ 290,644  
  Expense Recoveries         $   2,523   $   1,779   $   2,453   $   3,085  
  Other Income               $       0   $       0   $       0   $       0  
  Vacancy & Collection Loss  ($  5,062)  ($  5,168)  ($  5,617)  ($  5,875) 
                             ---------------------------------------------  
                                                                            
Effective Gross Income       $ 248,028   $ 253,247   $ 275,220   $ 287,854  
                                                                            
Expenses                                                                    
  Operating Expenses         $  48,361   $  50,054   $  51,805   $  53,619  
  G&A Expense                $  15,272   $  15,806   $  16,360   $  16,932  
  Management                 $   7,441   $   7,597   $   8,257   $   8,636  
  Real Estate Taxes          $  17,882   $  18,508   $  19,156   $  19,826  
                             ---------------------------------------------  
                                                                            
  Total Expenses             $  88,956   $  91,965   $  95,578   $  99,013  
                                                                            
Net Operating Income         $ 159,072   $ 161,282   $ 179,642   $ 188,841  
                                                                            
  Commisions                 $   8,386   $  18,897   $   3,840   $       0  
  Capital Reserves           $   7,570   $   7,835   $   8,110   $   8,393  
  Alterations                $   4,615   $  10,401   $   2,134   $       0  
                             ---------------------------------------------  
                                                                            
Net Cash Flow                $ 138,501   $ 124,149   $ 165,558   $ 180,448  
==========================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $1,300,000 or $43 per square foot. This value estimate produces an implied
going-in capitalization rate of 10.6 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward slightly due to the high occupancy of this building.

      Regarding the composition of the yield, a significant 59 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.9 percent.

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


                                      -107-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney IX
                             10 Year Holding Period
                          Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
========================================================================================
                            Discount                                          Annual
Fiscal          Net             Rate       Present Value    Composition    Cash on Cash
 Year     Cash Flow           12.00%       of Cash Flows       Of Yield       Return
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $ 88,256     X    0.89286   =      $ 78,800           5.9%           6.8% 
 1999      $160,924     X    0.79719   =      $128,288           9.5%          12.4% 
 2000      $158,503     X    0.71178   =      $112,819           8.4%          12.2% 
 2001      $161,727     X    0.63552   =      $102,780           7.6%          12.4% 
 2002      $129,938     X    0.56743   =      $ 73,730           5.5%          10.0% 
 2003      $131,103     X    0.50663   =      $ 66,421           4.9%          10.1% 
 2004      $163,708     X    0.45235   =      $ 74,053           5.5%          12.6% 
 2005      $138,501     X    0.40388   =      $ 55,938           4.2%          10.7% 
 2006      $124,149     X    0.36061   =      $ 44,769           3.3%           9.5% 
 2007      $165,558     X    0.32197   =      $ 53,305           4.0%          12.7% 
                                              --------          ----           ----
                                                          
Total Present Value of Cash Flows             $790,905           59%           10.9%
                                                                             Average
Reversion:
 2008       $188,841 (1)/      10.5%    =   $1,798,486
            Less: Cost of      4.0%         $   71,939
                                            ----------
            Net Reversion                   $1,726,546
            X Discount Factor                  0.32197
                                            ----------
                                                                     
Total Present Value of Reversion            $  555,902          41%
                                                                     
Total Present Value                         $1,346,806         100%
                                                                     
                                ROUNDED:    $1,300,000
                                            ==========
                                                                   
                               ----------------------------------------------------------
                                Net Rentable Area:                                30,262
                                Per SF NRA:                                          $43
                                Implicit Going-In Capitalization Rate:
                               Year One NOI                                     $138,272
                                  Going-In Capitalization Rate:                    10.6%
                               ==========================================================

Note: (1) Net Operating Income

========================================================================================
</TABLE>

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney X

      This property is a 85,844 square foot single story flex building which is
now 97 percent occupied by seven tenants. Following is an analysis of the
current rental income, vacancy and collection loss projections, and
historical/future operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $6.14 per
square foot industrial gross. The Pro-Ject Lease Abstract Report is in the
Addenda. In our opinion, this property's tenant base is comprised of local
tenants which represents no atypical credit risk. Market rent for this property
was discussed above as $7.30 per square foot.

      Expense Reimbursements

      Expense reimbursements for this property are similar to Dabney I (as
previously discussed) and were treated the same way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 95.0 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 93.0
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $1.30
per square foot in 1995 to a high of $1.32 per square foot in 1996. The 1997
budget calls for $1.53 per square foot. In the initial year of the investment
holding period, we project operating expenses to be $1.60 per square foot, again
due to a significant increase in taxes.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.


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


                                      -109-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney X
                               Cash Flow Analysis

================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $ 527,339   $ 553,694   $ 573,390   $ 599,450   $ 636,151   $ 656,226   $ 636,284
   Expense Recoveries         $  13,069   $  11,782   $   9,004   $   9,772   $  10,307   $  12,057   $   7,843
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($ 10,808)  ($ 11,310)  ($ 11,648)  ($ 12,184)  ($ 12,929)  ($ 13,366)  ($ 12,883)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $ 529,600   $ 554,166   $ 570,746   $ 597,038   $ 633,529   $ 654,917   $ 631,244

Expenses
   Operating Expenses         $  50,438   $  51,765   $  53,577   $  55,452   $  57,393   $  59,402   $  61,481
   G&A Expense                $  30,263   $  31,059   $  32,146   $  33,271   $  34,436   $  35,641   $  36,889
   Management                 $  15,888   $  16,625   $  17,122   $  17,911   $  19,006   $  19,648   $  18,937
   Real Estate Taxes          $  40,844   $  41,920   $  43,387   $  44,905   $  46,477   $  48,104   $  49,787
                              ----------------------------------------------------------------------------------

   Total Expenses             $ 137,433   $ 141,369   $ 146,232   $ 151,539   $ 157,312   $ 162,795   $ 167,094

Net Operating Income          $ 392,167   $ 412,797   $ 424,514   $ 445,499   $ 476,217   $ 492,122   $ 464,150

   Commisions                 $  15,431   $  44,750   $  24,286   $       0   $  22,434   $   5,065   $  65,081
   Capital Reserves           $  17,169   $  17,469   $  18,081   $  18,714   $  19,368   $  20,046   $  20,748
   Alterations                $  10,044   $  23,890   $  13,047   $       0   $  12,110   $   2,761   $  35,647
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $ 349,523   $ 326,688   $ 369,100   $ 426,785   $ 422,305   $ 464,250   $ 342,674
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $ 748,350   $ 752,119   $ 729,520   $ 831,700
   Expense Recoveries         $   6,361   $   6,632   $   5,285   $   6,557
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($ 15,094)  ($ 15,175)  ($ 14,696)  ($ 16,765)
                              ---------------------------------------------

Effective Gross Income        $ 739,617   $ 743,576   $ 720,109   $ 821,492

Expenses
   Operating Expenses         $  63,633   $  65,860   $  68,165   $  70,551
   G&A Expense                $  38,180   $  39,516   $  40,899   $  42,330
   Management                 $  22,189   $  22,307   $  21,603   $  24,645
   Real Estate Taxes          $  51,530   $  53,333   $  55,200   $  57,132
                              ---------------------------------------------

   Total Expenses             $ 175,532   $ 181,016   $ 185,867   $ 194,658

Net Operating Income          $ 564,085   $ 562,560   $ 534,242   $ 626,834

   Commisions                 $   5,363   $  22,847   $  68,795   $       0
   Capital Reserves           $  21,474   $  22,226   $  23,004   $  23,809
   Alterations                $   2,952   $  12,575   $  38,129   $       0
                              ---------------------------------------------

Net Cash Flow                 $ 534,296   $ 504,912   $ 404,314   $ 603,025

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $4,100,000 or $48 per square foot. This value estimate produces an implied
going-in capitalization rate of 9.6 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.

      Regarding the composition of the yield, 55 percent of the subject's
ultimate yield is derived from the cash flow of the property with the balance
attributable to the reversion or resale of the property at the conclusion of the
holding period. Typical investor requirements dictate that a substantial amount
of the value be derived from the cash flow. Finally, the average annual cash on
cash return equals 10.1 percent.

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


                                      -111-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney X
                             10 Year Holding Period
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                 <C>            <C>  
      1998         $349,523     X   0.89286   =         $312,074            7.6%            8.5%
      1999         $326,688     X   0.79719   =         $260,434            6.3%            8.0%
      2000         $369,100     X   0.71178   =         $262,718            6.4%            9.0%
      2001         $426,785     X   0.63552   =         $271,230            6.6%           10.4%
      2002         $422,305     X   0.56743   =         $239,627            5.8%           10.3%
      2003         $464,250     X   0.50663   =         $235,203            5.7%           11.3%
      2004         $342,674     X   0.45235   =         $155,008            3.8%            8.4%
      2005         $534,296     X   0.40388   =         $215,793            5.3%           13.0%
      2006         $504,912     X   0.36061   =         $182,076            4.4%           12.3%
      2007         $404,314     X   0.32197   =         $130,178            3.2%            9.9%
                                                      ----------            ----           -----
                                               
Total Present Value of Cash Flows                     $2,264,342             55%           10.1%
                                                                                         Average
</TABLE>                                       
Reversion:                                    
      2008          $626,834 (1)/      10.5%  =       $5,969,848
                    Less: Cost of       4.0%            $238,794
                                                      ----------             
                    Net Reversion                     $5,731,054
                    X Discount Factor                    0.32197
                                                      ----------             

Total Present Value of Reversion                      $1,845,246             45%

Total Present Value                                   $4,109,588            100%

                               ROUNDED:               $4,100,000
                                                      ==========

                             ---------------------------------------------------
                                 Net Rentable Area:                      85,844
                                 Per SF NRA:                                $48
                                 Implicit Going-In Capitalization Rate:
                               Year One NOI                            $392,167
                                    Going-In Capitalization Rate:           9.6%
                             ---------------------------------------------------

Note: (1) Net Operating Income

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney XI

      This property is a 45,250 square foot single story flex building which is
now 100 percent occupied by five tenants. Following is an analysis of the
current rental income, vacancy and collection loss projections, and
historical/future operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $6.26 per
square foot industrial gross. The Pro-Ject Lease Abstract Report is in the
Addenda. In our opinion, this property's tenant base is comprised of local
tenants which represents no atypical credit risk. Market rent for this property
was discussed above as $7.30 per square foot.

      Expense Reimbursements

      Expense reimbursements for this property are similar to Dabney I (as
previously discussed) and were treated the same way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 96.6 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 94.6
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $0.67
per square foot in 1994 to a high of $1.19 per square foot in 1996. The 1997
budget calls for $1.30 per square foot. In the initial year of the investment
holding period, we project operating expenses to be $1.30 per square foot.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -113-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney XI
                               Cash Flow Analysis

================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $ 283,154   $ 293,199   $ 273,589   $ 299,875   $ 341,737   $ 351,987   $ 362,548
   Expense Recoveries         $     689   $   1,187   $   1,398   $   1,782   $   2,467   $   3,359   $   4,281
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  5,677)  ($  5,888)  ($  5,500)  ($  6,033)  ($  6,884)  ($  7,107)  ($  7,337)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $ 278,166   $ 288,498   $ 269,487   $ 295,624   $ 337,320   $ 348,239   $ 359,492

Expenses
   Operating Expenses         $  23,201   $  23,812   $  24,645   $  25,508   $  26,401   $  27,325   $  28,281
   G&A Expense                $   9,381   $   9,628   $   9,965   $  10,314   $  10,675   $  11,049   $  11,435
   Management                 $   8,345   $   8,655   $   8,085   $   8,869   $  10,120   $  10,447   $  10,785
   Real Estate Taxes          $  17,802   $  18,271   $  18,911   $  19,572   $  20,257   $  20,966   $  21,700
                              ----------------------------------------------------------------------------------

   Total Expenses             $  58,729   $  60,366   $  61,606   $  64,263   $  67,453   $  69,787   $  72,201

Net Operating Income          $ 219,437   $ 228,132   $ 207,881   $ 231,361   $ 269,867   $ 278,452   $ 287,291

   Commisions                 $       0   $       0   $  25,520   $  21,441   $       0   $       0   $       0
   Capital Reserves           $   9,050   $   9,208   $   9,531   $   9,864   $  10,209   $  10,567   $  10,937
   Alterations                $       0   $       0   $  13,675   $  11,575   $       0   $       0   $       0
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $ 210,387   $ 218,924   $ 159,155   $ 188,481   $ 259,658   $ 267,885   $ 276,354
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $ 335,516   $ 412,935   $ 383,161   $ 402,997
   Expense Recoveries         $   2,656   $   3,158   $   3,054   $   2,475
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  6,763)  ($  8,322)  ($  7,724)  ($  8,109)
                              ---------------------------------------------

Effective Gross Income        $ 331,409   $ 407,771   $ 378,491   $ 397,363

Expenses
   Operating Expenses         $  29,271   $  30,296   $  31,356   $  32,453
   G&A Expense                $  11,836   $  12,250   $  12,679   $  13,122
   Management                 $   9,942   $  12,233   $  11,355   $  11,921
   Real Estate Taxes          $  22,460   $  23,246   $  24,060   $  24,902
                              ---------------------------------------------

   Total Expenses             $  73,509   $  78,025   $  79,450   $  82,398

Net Operating Income          $ 257,900   $ 329,746   $ 299,041   $ 314,965

   Commisions                 $  46,025   $       0   $  31,884   $  26,370
   Capital Reserves           $  11,319   $  11,716   $  12,126   $  12,550
   Alterations                $  25,253   $       0   $  17,719   $  14,726
                              ---------------------------------------------

Net Cash Flow                 $ 175,303   $ 318,030   $ 237,312   $ 261,319

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $2,200,000 or $49 per square foot. This value estimate produces an implied
going-in capitalization rate of 10.0 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward slightly due to the high occupancy of this building.

      As a result, we also considered the value indications from holding periods
ranging from ten to 15 years, the average of which suggested a value of
$2,300,000. See the second following page. We believe that on owner would
attempt to optimize the date of sale rather than sale at the end of exactly ten
years. Therefore, we concluded to this higher figure. The lower value indication
for the ten year holding period is due to significant lease expirations in
either the terminal or following year. We believe that an owner would attempt to
optimize the date of sale rather than sell the property in exactly ten years.
Therefore, we concluded to this higher value which yielded an implied going-in
capitalization rate of 9.5 percent, a figure well within the anticipated return
necessary to interest investors for this quality of building.

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


                                      -115-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney XI
                             10 Year Holding Period
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                 <C>            <C>  
      1998         $210,387    X    0.89286  =          $187,846            8.6%            9.6%
      1999         $218,924    X    0.79719  =          $174,525            8.0%           10.0%
      2000         $159,155    X    0.71178  =          $113,283            5.2%            7.2%
      2001         $188,481    X    0.63552  =          $119,783            5.5%            8.6%
      2002         $259,658    X    0.56743  =          $147,337            6.7%           11.8%
      2003         $267,885    X    0.50663  =          $135,719            6.2%           12.2%
      2004         $276,354    X    0.45235  =          $125,009            5.7%           12.6%
      2005         $175,303    X    0.40388  =           $70,802            3.2%            8.0%
      2006         $318,030    X    0.36061  =          $114,685            5.2%           14.5%
      2007         $237,312    X    0.32197  =           $76,408            3.5%           10.8%
                                                      ----------            ----           -----
                                              
Total Present Value of Cash Flows                     $1,265,396             58%           10.5%
                                                                                         Average
</TABLE>                                      
Reversion:                                   
      2008         $314,965 (1)/      10.5%  =        $2,999,667
                   Less: Cost of       4.0%             $119,987
                                                      ---------- 
                   Net Reversion                      $2,879,680
                   X Discount Factor                     0.32197
                                                      ---------- 

Total Present Value of Reversion                        $927,180            42%

Total Present Value                                   $2,192,576           100%

                               ROUNDED:               $2,200,000
                                                      ==========

                               -------------------------------------------------
                                Net Rentable Area:                       45,250
                                Per SF NRA:                                 $49
                                Implicit Going-In Capitalization Rate:
                               Year One NOI:                           $219,437
                                    Going-In Capitalization Rate:          10.0%
                               -------------------------------------------------

Note: (1) Net Operating Income

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney XI

                              Present Value Report

================================================================================
IRR or Discount Rate               12.00%
       Cost of Sales                 4.0%
   Terminal Cap Rate                10.5%

<TABLE>
<CAPTION>
=====================================================================================================
                                                                            CF as %
 Sale at End of Year:        Residual         Residual PV    Cash Flow PV   of Total       Total PV
=====================================================================================================
<S>                         <C>               <C>             <C>             <C>         <C>       
                     10     $2,879,680        $927,180        $1,265,396      57.7%       $2,192,576
                     11     $3,275,035        $941,494        $1,340,519      58.7%       $2,282,013
                     12     $3,379,109        $867,333        $1,429,128      62.2%       $2,296,461
                     13     $3,486,235        $798,955        $1,510,747      65.4%       $2,309,703
                     14     $2,919,717        $597,432        $1,585,923      72.6%       $2,183,355
                     15     $3,695,333        $675,123        $1,625,089      70.6%       $2,300,212

                                                                Average:                  $2,260,720
=====================================================================================================
</TABLE>

                         Value Conclusion:                    $2,300,000

                        =================================================
                         Square Feet NRA:                         45,250
                         Value Per SF NRA:                           $51

                         Year One NOI:                          $219,437
                         Implied Going-In
                           Capitalization Rate:                      9.5%

                         Average Cash on Cash
                           Return over 10 Year Hold:                10.5%
                        =================================================

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney A-1

      This property is a 15,389 square foot single story flex building which is
now 100 percent occupied by two tenants. Following is an analysis of the current
rental income, vacancy and collection loss projections, and historical/future
operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $10.82 per
square foot with one tenant on a full service basis and the other on a triple
net basis. The Pro-Ject Lease Abstract Report is in the Addenda. In our opinion,
this property's tenant base is comprised of local tenants which represents no
atypical credit risk. Market rent for this property was discussed above as $8.50
per square foot triple net.

      Expense Reimbursements

      Expense reimbursements for this property are triple net for one tenant and
pro rata above a base year (or full service) for the other. In the future, we
treated tenants on a triple net basis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 98.5 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 96.5
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $1.82
per square foot in 1995 to a high of $2.83 per square foot in 1994. The 1997
budget calls for $4.97 per square foot due to a change from triple net to full
service on one of the tenants. In the initial year of the investment holding
period, we project operating expenses to be $4.59 per square foot, consistent
with the current lease structure.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -118-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney A-1
                               Cash Flow Analysis

================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $ 166,458   $ 171,451   $ 176,594   $ 181,892   $ 169,091   $ 139,514   $ 155,029
   Expense Recoveries         $  38,830   $  40,743   $  43,286   $  45,632   $  47,110   $  76,584   $  85,866
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  4,106)  ($  4,244)  ($  4,398)  ($  4,550)  ($  4,324)  ($  4,322)  ($  4,818)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $ 201,182   $ 207,950   $ 215,482   $ 222,974   $ 211,877   $ 211,776   $ 236,077

Expenses
   Operating Expenses         $  50,438   $  51,765   $  53,577   $  55,452   $  57,393   $  59,402   $  61,481
   G&A Expense                $   6,053   $   6,212   $   6,429   $   6,654   $   6,887   $   7,128   $   7,378
   Management                 $   6,035   $   6,239   $   6,464   $   6,689   $   6,356   $   6,353   $   7,082
   Real Estate Taxes          $   8,051   $   8,263   $   8,552   $   8,851   $   9,161   $   9,482   $   9,814
                              ----------------------------------------------------------------------------------

   Total Expenses             $  70,577   $  72,479   $  75,022   $  77,646   $  79,797   $  82,365   $  85,755

Net Operating Income          $ 130,605   $ 135,471   $ 140,460   $ 145,328   $ 132,080   $ 129,411   $ 150,322

   Commisions                 $       0   $       0   $       0   $       0   $       0   $  16,667   $       0
   Capital Reserves           $   3,078   $   3,132   $   3,241   $   3,355   $   3,472   $   3,594   $   3,719
   Alterations                $       0   $       0   $       0   $       0   $       0   $  23,294   $       0
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $ 127,527   $ 132,339   $ 137,219   $ 141,973   $ 128,608   $  85,856   $ 146,603
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $ 159,679   $ 164,470   $ 161,418   $ 149,242
   Expense Recoveries         $  88,845   $  91,736   $  90,017   $  84,781
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  4,970)  ($  5,124)  ($  5,029)  ($  4,680)
                              ---------------------------------------------

Effective Gross Income        $ 243,554   $ 251,082   $ 246,406   $ 229,343

Expenses
   Operating Expenses         $  63,633   $  65,860   $  68,165   $  70,551
   G&A Expense                $   7,636   $   7,903   $   8,180   $   8,466
   Management                 $   7,307   $   7,532   $   7,392   $   6,880
   Real Estate Taxes          $  10,157   $  10,513   $  10,881   $  11,261
                              ---------------------------------------------

   Total Expenses             $  88,733   $  91,808   $  94,618   $  97,158

Net Operating Income          $ 154,821   $ 159,274   $ 151,788   $ 132,185

   Commisions                 $       0   $       0   $       0   $  23,155
   Capital Reserves           $   3,850   $   3,984   $   4,124   $   4,268
   Alterations                $       0   $       0   $       0   $  33,155
                              ---------------------------------------------

Net Cash Flow                 $ 150,971   $ 155,290   $ 147,664   $  71,607

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $1,100,000 or $71 per square foot. This value estimate produces an implied
going-in capitalization rate of 11.9 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward due to the 100 percent leased status of this building.

      As a result, we also considered the value indications from holding periods
ranging from ten to 15 years, the average of which suggested a value of
$1,200,000. See the second following page. We believe that on owner would
attempt to optimize the date of sale rather than sale at the end of exactly ten
years. Therefore, we concluded to this higher figure. The lower value indication
for the ten year holding period is due to significant lease expirations in
either the terminal or following year. We believe that an owner would attempt to
optimize the date of sale rather than sell the property in exactly ten years.
Therefore, we concluded to this higher value which yielded an implied going-in
capitalization rate of 10.9 percent, a figure well within the anticipated return
necessary to interest investors for this quality of building.

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


                                      -120-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney A-1
                             10 Year Holding Period
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                 <C>            <C>  
      1998         $127,527   X     0.89286   =         $113,863            10.0%          11.6%
      1999         $132,339   X     0.79719   =         $105,500            9.2%           12.0%
      2000         $137,219   X     0.71178   =          $97,670            8.5%           12.5%
      2001         $141,973   X     0.63552   =          $90,226            7.9%           12.9%
      2002         $128,608   X     0.56743   =          $72,976            6.4%           11.7%
      2003          $85,856   X     0.50663   =          $43,497            3.8%            7.8%
      2004         $146,603   X     0.45235   =          $66,316            5.8%           13.3%
      2005         $150,971   X     0.40388   =          $60,975            5.3%           13.7%
      2006         $155,290   X     0.36061   =          $55,999            4.9%           14.1%
      2007         $147,664   X     0.32197   =          $47,544            4.2%           13.4%
                                                        --------            ----           -----
                                               
Total Present Value of Cash Flows                       $754,566             66%           12.3%
                                                                                         Average
</TABLE>                                       
Reversion:                                     
      2008         $132,185 (1)/      10.5%   =       $1,258,905
                   Less: Cost of      4.0%               $50,356
                                                      ----------
                   Net Reversion                      $1,208,549
                   X Discount Factor                     0.32197
                                                      ----------

Total Present Value of Reversion                        $389,120             34%

Total Present Value                                   $1,143,686            100%

                                 ROUNDED:             $1,100,000
                                                      ==========

                               -------------------------------------------------
                                  Net Rentable Area:                     15,389
                                  Per SF NRA:                               $71
                                  Implicit Going-In Capitalization Rate:
                                 Year One NOI                          $130,605
                                     Going-In Capitalization Rate:         11.9%
                               -------------------------------------------------

Note: (1) Net Operating Income

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney A-1
                              Present Value Report

================================================================================
IRR or Discount Rate               12.00%
       Cost of Sales                 4.0%
   Terminal Cap Rate                10.5%

<TABLE>
<CAPTION>
=====================================================================================================
                                                                            CF as %
 Sale at End of Year:        Residual         Residual PV    Cash Flow PV   of Total       Total PV
=====================================================================================================
<S>                         <C>               <C>             <C>             <C>         <C>       
                   10       $1,208,549        $389,120        $754,566        66.0%       $1,143,686
                   11       $1,565,879        $450,153        $775,151        63.3%       $1,225,304
                   12       $1,247,205        $320,126        $817,977        71.9%       $1,138,104
                   13       $1,682,249        $385,528        $836,324        68.4%       $1,221,852
                   14       $1,732,626        $354,530        $873,005        71.1%       $1,227,534
                   15       $1,784,402        $326,004        $906,732        73.6%       $1,232,736

                                                               Average:                   $1,198,203
=====================================================================================================
</TABLE>

                         Value Conclusion:                  $1,200,000

                        =================================================
                         Square Feet NRA:                       15,389
                         Value Per SF NRA:                         $78

                         Year One NOI:                        $130,605
                         Implied Going-In
                           Capitalization Rate:                   10.9%

                         Average Cash on Cash
                            Return over 10 Year Hold:             12.3%
                        =================================================

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Dabney A-2

      This property is a 33,050 square foot single story flex building which is
now 100 percent occupied by one tenant. Following is an analysis of the current
rental income, vacancy and collection loss projections, and historical/future
operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $8.64 per
square foot triple net. The Pro-Ject Lease Abstract Report is in the Addenda. In
our opinion, this property's tenant base is composed of local tenants which
represents no atypical credit risk. Market rent for this property was discussed
above as $8.50 per square foot triple net

      Expense Reimbursements

      Expense reimbursements for this property are similar to Dabney I (as
previously discussed) and were treated the same way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 96.7 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 94.7
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $0.13
per square foot in 1994 to a high of $1.11 per square foot in 1996. The 1997
budget calls for $1.41 per square foot. In the initial year of the investment
holding period, we project operating expenses to be $1.74 per square foot, due
once again to an increase in real estate taxes.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -123-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney A-2
                               Cash Flow Analysis

================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $ 285,607   $ 291,319   $ 297,146   $ 303,089   $ 309,150   $ 315,333   $ 321,640
   Expense Recoveries         $  50,901   $  54,936   $  56,725   $  58,574   $  60,484   $  62,433   $  62,695
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  6,730)  ($  6,925)  ($  7,077)  ($  7,233)  ($  7,393)  ($  7,555)  ($  7,687)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $ 329,778   $ 339,330   $ 346,794   $ 354,430   $ 362,241   $ 370,211   $ 376,648

Expenses
   Operating Expenses         $   9,583   $   9,835   $  10,180   $  10,536   $  10,905   $  11,286   $  11,681
   G&A Expense                $  12,105   $  12,424   $  12,859   $  13,309   $  13,774   $  14,256   $  14,755
   Management                 $   9,893   $  10,180   $  10,404   $  10,633   $  10,867   $  11,106   $  11,299
   Real Estate Taxes          $  19,177   $  22,385   $  23,168   $  23,979   $  24,819   $  25,687   $  26,586
                              ----------------------------------------------------------------------------------

   Total Expenses             $  50,758   $  54,824   $  56,611   $  58,457   $  60,365   $  62,335   $  64,321

Net Operating Income          $ 279,020   $ 284,506   $ 290,183   $ 295,973   $ 301,876   $ 307,876   $ 312,327

   Commisions                 $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Capital Reserves           $   6,610   $   6,726   $   6,961   $   7,205   $   7,457   $   7,718   $   7,988
   Alterations                $       0   $       0   $       0   $       0   $       0   $       0   $       0
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $ 272,410   $ 277,780   $ 283,222   $ 288,768   $ 294,419   $ 300,158   $ 304,339
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $ 229,125   $ 355,945   $ 366,624   $ 377,622
   Expense Recoveries         $  44,495   $  69,500   $  71,878   $  74,337
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  5,472)  ($  8,509)  ($  8,770)  ($  9,039)
                              ---------------------------------------------

Effective Gross Income        $ 268,148   $ 416,936   $ 429,732   $ 442,920

Expenses
   Operating Expenses         $  12,090   $  12,513   $  12,951   $  13,405
   G&A Expense                $  15,272   $  15,806   $  16,360   $  16,932
   Management                 $   8,044   $  12,508   $  12,892   $  13,288
   Real Estate Taxes          $  27,517   $  28,480   $  29,477   $  30,508
                              ---------------------------------------------

   Total Expenses             $  62,923   $  69,307   $  71,680   $  74,133

Net Operating Income          $ 205,225   $ 347,629   $ 358,052   $ 368,787

   Commisions                 $  85,988   $       0   $       0   $       0
   Capital Reserves           $   8,268   $   8,557   $   8,856   $   9,166
   Alterations                $ 121,936   $       0   $       0   $       0
                              ---------------------------------------------

Net Cash Flow                 ($ 10,967)  $ 339,072   $ 349,196   $ 359,621

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $1,600,000 or $79 per square foot. This value estimate produces an implied
going-in capitalization rate of 10.7 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward slightly due to the essentially 100 percent leased status of
this building.

      Regarding the composition of the yield, a significant 59 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 10.4 percent.

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


                                      -125-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Dabney A-2
                             10 Year Holding Period
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                 <C>            <C>  
     1998          $272,410    X    0.89286  =           $243,223            9.3%           10.5%
     1999          $277,780    X    0.79719  =           $221,445            8.4%           10.7%
     2000          $283,222    X    0.71178  =           $201,592            7.7%           10.9%
     2001          $288,768    X    0.63552  =           $183,517            7.0%           11.1%
     2002          $294,419    X    0.56743  =           $167,061            6.4%           11.3%
     2003          $300,158    X    0.50663  =           $152,069            5.8%           11.5%
     2004          $304,339    X    0.45235  =           $137,668            5.2%           11.7%
     2005          ($10,967)   X    0.40388  =            ($4,429)          -0.2%           -0.4%
     2006          $339,072    X    0.36061  =           $122,273            4.7%           13.0%
     2007          $349,196    X    0.32197  =           $112,432            4.3%           13.4%
                                                       ----------            ----           -----
                                              
Total Present Value of Cash Flows                      $1,536,850             59%           10.4%
                                                                                          Average
</TABLE>
Reversion:                                    
      2008         $368,787 (1)/     10.5%   =         $3,512,257
                   Less: Cost of      4.0%               $140,490
                                                       ----------
                   Net Reversion                       $3,371,767
                   X Discount Factor                      0.32197
                                                       ----------

Total Present Value of Reversion                       $1,085,619            41%

Total Present Value                                    $2,622,469           100%

                                ROUNDED:               $2,600,000
                                                       ==========

                               -------------------------------------------------
                                 Net Rentable Area:                      33,050
                                 Per SF NRA:                                $79
                                 Implicit Going-In Capitalization Rate: 
                               Year One NOI                            $279,020
                                   Going-In Capitalization Rate:           10.7%
                               -------------------------------------------------

Note: (1) Net Operating Income

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Britton's Hill

      This property is a 132,103 square foot single story warehouse which is now
100 percent occupied by three tenants. Following is an analysis of the current
rental income, vacancy and collection loss projections, and historical/future
operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $3.66 per
square foot triple net. The Pro-Ject Lease Abstract Report is in the Addenda. In
our opinion, this property's tenant base is comprised of local tenants which
represents no atypical credit risk. Market rent for this property was discussed
above as $4.00 per square foot triple net.

      Expense Reimbursements

      Expense reimbursements for this property follow a triple net format
wherein tenant reimburses landlord for the cost of operating the property. We
treated them this way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 96.2 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 94.2
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $0.49
per square foot in 1994 to a high of $0.76 per square foot in 1995. The 1997
budget calls for $0.77 per square foot. In the initial year of the investment
holding period, we project operating expenses to be $0.83 per square foot.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -127-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Britton's Hill
                               Cash Flow Analysis
================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $ 484,002   $ 481,877   $ 524,915   $ 482,736   $ 560,375   $ 535,482   $ 617,493
   Expense Recoveries         $ 109,326   $ 113,132   $ 121,418   $ 107,588   $ 125,524   $ 120,865   $ 141,112
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($ 11,867)  ($ 11,900)  ($ 12,927)  ($ 11,806)  ($ 13,718)  ($ 13,127)  ($ 15,172)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $ 581,461   $ 583,109   $ 633,406   $ 578,518   $ 672,181   $ 643,220   $ 743,433

Expenses
   Operating Expenses         $  40,350   $  41,412   $  42,862   $  44,362   $  45,915   $  47,522   $  49,185
   G&A Expense                $  19,166   $  19,671   $  20,359   $  21,072   $  21,809   $  22,573   $  23,363
   Management                 $  17,444   $  17,493   $  19,002   $  17,356   $  20,165   $  19,297   $  22,303
   Real Estate Taxes          $  32,342   $  38,665   $  40,018   $  41,419   $  42,869   $  44,369   $  45,922
                              ----------------------------------------------------------------------------------

   Total Expenses             $ 109,302   $ 117,241   $ 122,241   $ 124,209   $ 130,758   $ 133,761   $ 140,773

Net Operating Income          $ 472,159   $ 465,868   $ 511,165   $ 454,309   $ 541,423   $ 509,459   $ 602,660

   Commisions                 $       0   $  16,406   $       0   $  61,652   $       0   $  64,681   $       0
   Capital Reserves           $  26,421   $  26,883   $  27,824   $  28,798   $  29,806   $  30,849   $  31,929
   Alterations                $       0   $  16,007   $       0   $  60,446   $       0   $  64,033   $       0
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $ 445,738   $ 406,572   $ 483,341   $ 303,413   $ 511,617   $ 349,896   $ 570,731
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $ 636,018   $ 641,384   $ 660,625   $ 594,173
   Expense Recoveries         $ 145,701   $ 147,343   $ 150,928   $ 136,189
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($ 15,634)  ($ 15,775)  ($ 16,231)  ($ 14,607)
                              ---------------------------------------------

Effective Gross Income        $ 766,085   $ 772,952   $ 795,322   $ 715,755

Expenses
   Operating Expenses         $  50,906   $  52,688   $  54,532   $  56,441
   G&A Expense                $  24,180   $  25,027   $  25,903   $  26,809
   Management                 $  22,983   $  23,189   $  23,860   $  21,473
   Real Estate Taxes          $  47,529   $  49,193   $  50,914   $  52,696
                              ---------------------------------------------

   Total Expenses             $ 145,598   $ 150,097   $ 155,209   $ 157,419

Net Operating Income          $ 620,487   $ 622,855   $ 640,113   $ 558,336

   Commisions                 $       0   $       0   $  20,177   $  78,099
   Capital Reserves           $  33,046   $  34,203   $  35,400   $  36,639
   Alterations                $       0   $       0   $  20,366   $  79,595
                              ---------------------------------------------

Net Cash Flow                 $ 587,441   $ 588,652   $ 564,170   $ 364,003

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $4,300,000 or $33 per square foot. This value estimate produces an implied
going-in capitalization rate of 11.0 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward slightly due to the essentially 100 percent leased status of
this building.

      As a result, we also considered the value indications from holding periods
ranging from ten to 15 years, the average of which suggested a value of
$4,500,000. See the second following page. We believe that on owner would
attempt to optimize the date of sale rather than sale at the end of exactly ten
years. Therefore, we concluded to this higher figure. The lower value indication
for the ten year holding period is due to significant lease expirations in
either the terminal or following year. We believe that an owner would attempt to
optimize the date of sale rather than sell the property in exactly ten years.
Therefore, we concluded to this higher value which yielded an implied going-in
capitalization rate of 10.5 percent, a figure well within the anticipated return
necessary to interest investors for this quality of building.

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


                                      -129-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Britton's Hill
                             10 Year Holding Period
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                 <C>            <C>  
    1998           $445,738     X   0.89286  =          $397,980            9.3%           10.4%
    1999           $406,572     X   0.79719  =          $324,117            7.6%            9.5%
    2000           $483,341     X   0.71178  =          $344,033            8.1%           11.2%
    2001           $303,413     X   0.63552  =          $192,824            4.5%            7.1%
    2002           $511,617     X   0.56743  =          $290,305            6.8%           11.9%
    2003           $349,896     X   0.50663  =          $177,268            4.2%            8.1%
    2004           $570,731     X   0.45235  =          $258,170            6.1%           13.3%
    2005           $587,441     X   0.40388  =          $237,258            5.6%           13.7%
    2006           $588,652     X   0.36061  =          $212,274            5.0%           13.7%
    2007           $564,170     X   0.32197  =          $181,648            4.3%           13.1%
                                                       ----------           ----           ----- 
Total Present Value of Cash Flows                      $2,615,876             61%          11.2%
                                                                                          Average
</TABLE>                                      
Reversion:                                   
    2008           $558,336 (1)/    10.5%    =        $5,317,486
                   Less: Cost of     4.0%               $212,699
                                                      ----------
                   Net Reversion                      $5,104,786
                   X Discount Factor                     0.32197
                                                      ----------

Total Present Value of Reversion                      $1,643,605            39%

Total Present Value                                   $4,259,481           100%

                             ROUNDED:                 $4,300,000
                                                      ==========

                             ---------------------------------------------------
                               Net Rentable Area:                       132,103
                               Per SF NRA:                                  $33
                               Implicit Going-In Capitalization Rate:
                             Year One NOI                              $472,159
                                 Going-In Capitalization Rate:            11.0%
                             ---------------------------------------------------

Note: (1) Net Operating Income
================================================================================


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Britton's Hill

                              Present Value Report

================================================================================
IRR or Discount Rate              12.00%
       Cost of Sales                4.0%
   Terminal Cap Rate               10.5%

<TABLE>
<CAPTION>
=====================================================================================================
                                                                            CF as %
 Sale at End of Year:        Residual         Residual PV    Cash Flow PV   of Total       Total PV
=====================================================================================================
<S>                         <C>               <C>             <C>             <C>         <C>       
                     10     $5,104,786        $1,643,605      $2,615,876      61.4%       $4,259,481
                     11     $6,418,688        $1,845,219      $2,720,518      59.6%       $4,565,738
                     12     $5,494,528        $1,410,308      $2,890,982      67.2%       $4,301,291
                     13     $6,886,491        $1,578,206      $2,981,611      65.4%       $4,559,817
                     14     $7,092,873        $1,451,342      $3,127,421      68.3%       $4,578,763
                     15     $7,299,995        $1,333,682      $3,261,472      71.0%       $4,595,154

                                                                Average:                  $4,476,707
=====================================================================================================
</TABLE>

                        Value Conclusion:                     $4,500,000

                        =================================================
                        Square Feet NRA:                         132,103
                        Value Per SF NRA:                            $34

                        Year One NOI:                           $472,159
                        Implied Going-In
                          Capitalization Rate:                      10.5%

                        Average Cash on Cash
                          Return over 10 Year Hold:                 11.2%
                        =================================================

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Westmoreland Plaza

      This property is a 115,815 square foot single story warehouse which is now
100 percent occupied by one tenant. Following is an analysis of the current
rental income, vacancy and collection loss projections, and historical/future
operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $3.99 per
square foot triple net. The Pro-Ject Lease Abstract Report is in the Addenda. In
our opinion, this property's tenant base is comprised of local tenants which
represents no atypical credit risk. Market rent for this property was discussed
above as $5.00 per square foot triple net.

      Expense Reimbursements

      Expense reimbursements for this property follow a triple net format
wherein tenant reimburses landlord for the cost of operating the property. We
treated them this way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 93.4 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 91.4
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $0.57
per square foot in 1996 to a high of $0.76 per square foot in 1994. The 1997
budget calls for $0.77 per square foot. In the initial year of the investment
holding period, we project operating expenses to be $0.73 per square foot.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -132-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Westmoreland

                               Cash Flow Analysis

================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $ 485,914   $ 352,674   $ 639,941   $ 659,139   $ 678,914   $ 699,281   $ 720,259
   Expense Recoveries         $  86,374   $  58,445   $  98,434   $ 101,781   $ 105,242   $ 108,820   $ 112,488
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($ 11,446)  ($  8,222)  ($ 14,768)  ($ 15,218)  ($ 15,683)  ($ 16,162)  ($ 16,655)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $ 560,842   $ 402,897   $ 723,607   $ 745,702   $ 768,473   $ 791,939   $ 816,092

Expenses
   Operating Expenses         $   8,070   $   8,282   $   8,572   $   8,872   $   9,183   $   9,504   $   9,837
   G&A Expense                $  15,131   $  15,530   $  16,073   $  16,636   $  17,218   $  17,821   $  18,444
   Management                 $  16,825   $  12,087   $  21,708   $  22,371   $  23,054   $  23,758   $  24,483
   Real Estate Taxes          $  48,717   $  49,999   $  51,749   $  53,560   $  55,435   $  57,375   $  59,383
                              ----------------------------------------------------------------------------------

   Total Expenses             $  88,743   $  85,898   $  98,102   $ 101,439   $ 104,890   $ 108,458   $ 112,147

Net Operating Income          $ 472,099   $ 316,999   $ 625,505   $ 644,263   $ 663,583   $ 683,481   $ 703,945

   Commisions                 $       0   $ 156,132   $       0   $       0   $       0   $       0   $       0
   Capital Reserves           $  24,363   $  24,789   $  25,657   $  26,555   $  27,484   $  28,446   $  29,442
   Alterations                $       0   $ 121,871   $       0   $       0   $       0   $       0   $       0
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $ 447,736   $  14,207   $ 599,848   $ 617,708   $ 636,099   $ 655,035   $ 674,503
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $ 741,867   $ 633,601   $ 652,609   $ 802,709
   Expense Recoveries         $ 114,041   $  96,113   $ 102,360   $ 128,390
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($ 17,118)  ($ 14,594)  ($ 15,099)  ($ 18,622)
                              ---------------------------------------------
Effective Gross Income        $ 838,790   $ 715,120   $ 739,870   $ 912,477

Expenses
   Operating Expenses         $  10,181   $  10,538   $  10,906   $  11,288
   G&A Expense                $  19,090   $  19,758   $  20,450   $  21,165
   Management                 $  25,164   $  21,454   $  22,196   $  27,374
   Real Estate Taxes          $  61,462   $  63,613   $  65,839   $  68,144
                              ---------------------------------------------

   Total Expenses             $ 115,897   $ 115,363   $ 119,391   $ 127,971

Net Operating Income          $ 722,893   $ 599,757   $ 620,479   $ 784,506

   Commisions                 $       0   $       0   $ 192,023   $       0
   Capital Reserves           $  30,472   $  31,539   $  32,643   $  33,785
   Alterations                $       0   $       0   $ 155,054   $       0
                              ---------------------------------------------

Net Cash Flow                 $ 692,421   $ 568,218   $ 240,759   $ 750,721

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $5,100,000 or $42 per square foot. This value estimate produces an implied
going-in capitalization rate of 9.3 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.

      As a result, we also considered the value indications from holding periods
ranging from ten to 15 years, the average of which suggested a value of
$5,200,000. See the second following page. We believe that on owner would
attempt to optimize the date of sale rather than sale at the end of exactly ten
years. Therefore, we concluded to this higher figure. The lower value indication
for the ten year holding period is due to significant lease expirations in
either the terminal or following year. We believe that an owner would attempt to
optimize the date of sale rather than sell the property in exactly ten years.
Therefore, we concluded to this higher value which yielded an implied going-in
capitalization rate of 9.1 percent, a figure well within the anticipated return
necessary to interest investors for this quality of building.

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


                                      -134-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Westmoreland
                             10 Year Holding Period
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                 <C>            <C>  
     1998          $447,736     X   0.89286  =          $399,764            7.8%            8.8%
     1999          $ 14,207     X   0.79719  =          $ 11,326            0.2%            0.3%
     2000          $599,848     X   0.71178  =          $426,960            8.4%           11.8%
     2001          $617,708     X   0.63552  =          $392,565            7.7%           12.1%
     2002          $636,099     X   0.56743  =          $360,940            7.1%           12.5%
     2003          $655,035     X   0.50663  =          $331,861            6.5%           12.8%
     2004          $674,503     X   0.45235  =          $305,111            6.0%           13.2%
     2005          $692,421     X   0.40388  =          $279,657            5.5%           13.6%
     2006          $568,218     X   0.36061  =          $204,905            4.0%           11.1%
     2007          $240,759     X   0.32197  =          $ 77,518            1.5%            4.7%
                                                      ----------            ----            ----
Total Present Value of Cash Flows                     $2,790,607             55%           10.1%
                                                                                         Average
</TABLE>
Reversion:
     2008           $784,506 (1)/     10.5%  =        $7,471,486
                    Less: Cost of      4.0%             $298,859
                                                      ----------            
                    Net Reversion                     $7,172,626
                    X Discount Factor                    0.32197
                                                      ----------            

Total Present Value of Reversion                      $2,309,394             45%

Total Present Value                                   $5,100,000            100%

                               ROUNDED:               $5,100,000
                                                      ==========

                               -------------------------------------------------
                                Net Rentable Area:                      121,815
                                Per SF NRA:                                 $42
                                Implicit Going-in Capitalization Rate:
                               Year One NOI                            $472,099
                                   Going-in Capitalization Rate:            9.3%
                               -------------------------------------------------

Note: (1) Net Operating Income

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Westmoreland

                              Present Value Report

================================================================================
IRR or Discount Rate              12.00%
       Cost of Sales                4.0%
   Terminal Cap Rate               10.5%

<TABLE>
<CAPTION>
=====================================================================================================
                                                                            CF as %
 Sale at End of Year:        Residual         Residual PV    Cash Flow PV   of Total       Total PV
=====================================================================================================
<S>                         <C>               <C>             <C>             <C>         <C>       
                    10      $7,172,626        $2,309,394      $2,790,607      54.7%       $5,100,000
                    11      $7,387,712        $2,123,791      $3,006,421      58.6%       $5,130,212
                    12      $7,609,243        $1,953,103      $3,204,847      62.1%       $5,157,950
                    13      $7,837,422        $1,796,135      $3,387,285      65.3%       $5,183,420
                    14      $8,071,753        $1,651,641      $3,555,025      68.3%       $5,206,665
                    15      $8,267,895        $1,510,513      $3,709,235      71.1%       $5,219,748

                                                                Average:                  $5,166,333
=====================================================================================================
</TABLE>

                        Value Conclusion:                     $5,200,000

                        =================================================
                        Square Feet NRA                          121,815
                        Value Per SF NRA:                            $43

                        Year One NOI:                           $472,099
                        Implied Going-in
                          Capitalization Rate:                       9.1%

                        Average Cash on Cash
                          Return over 10 Year Hold:                 10.1%
                        =================================================

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Morton Marks

      This property is a 45,000 square foot single story warehouse which is now
100 percent occupied by one tenant. Following is an analysis of the current
rental income, vacancy and collection loss projections, and historical/future
operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $3.55 per
square foot triple net. The Pro-Ject Lease Abstract Report is in the Addenda. In
our opinion, this property's tenant base is comprised of local tenants which
represents no atypical credit risk. Market rent for this property was discussed
above as $4.00 per square foot on a triple net basis..

      Expense Reimbursements

      Expense reimbursements for this property follow a triple net format
wherein tenant reimburses landlord for the cost of operating the property. We
treated them this way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 95.0 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 93.0
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $0.44
per square foot in 1996 to a high of $0.51 per square foot in 1995. The 1997
budget calls for $0.33 per square foot. In the initial year of the investment
holding period, we project operating expenses to be $0.55 per square foot based
on the historical expenses.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -137-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Morton Marks
                               Cash Flow Analysis

================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $ 159,750   $ 164,542   $ 125,454   $ 191,945   $ 197,703   $ 203,634   $ 209,743
   Expense Recoveries         $  24,604   $  24,499   $  17,580   $  27,567   $  28,502   $  29,469   $  30,469
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  3,687)  ($  3,781)  ($  2,861)  ($  4,390)  ($  4,524)  ($  4,662)  ($  4,804)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $ 180,667   $ 185,260   $ 140,173   $ 215,122   $ 221,681   $ 228,441   $ 235,408

Expenses
   Operating Expenses         $   4,035   $   4,141   $   4,286   $   4,436   $   4,591   $   4,752   $   4,918
   G&A Expense                $   1,009   $   1,035   $   1,072   $   1,109   $   1,148   $   1,188   $   1,230
   Management                 $   5,420   $   5,558   $   4,205   $   6,454   $   6,650   $   6,853   $   7,062
   Real Estate Taxes          $  14,071   $  14,441   $  14,947   $  15,470   $  16,012   $  16,572   $  17,152
                              ----------------------------------------------------------------------------------

   Total Expenses             $  24,535   $  25,175   $  24,510   $  27,469   $  28,401   $  29,365   $  30,362

Net Operating Income          $ 156,132   $ 160,085   $ 115,883   $ 187,653   $ 193,280   $ 199,076   $ 205,048

   Commisions                 $       0   $       0   $  46,142   $       0   $       0   $       0   $       0
   Capital Reserves           $   9,000   $   9,158   $   9,478   $   9,810   $  10,153   $  10,508   $  10,876
   Alterations                $       0   $       0   $  45,021   $       0   $       0   $       0   $       0
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $ 147,132   $ 150,927   $  15,022   $ 177,843   $ 183,127   $ 188,568   $ 194,170
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $ 216,035   $ 222,516   $ 154,360   $ 240,766
   Expense Recoveries         $  31,484   $  31,277   $  21,649   $  34,967
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  4,950)  ($  5,076)  ($  3,520)  ($  5,515)
                              ---------------------------------------------

Effective Gross Income        $ 242,569   $ 248,717   $ 172,489   $ 270,218

Expenses
   Operating Expenses         $   5,091   $   5,269   $   5,453   $   5,644
   G&A Expense                $   1,273   $   1,317   $   1,363   $   1,411
   Management                 $   7,277   $   7,462   $   5,175   $   8,107
   Real Estate Taxes          $  17,752   $  18,374   $  19,017   $  19,682
                              ---------------------------------------------

   Total Expenses             $  31,393   $  32,422   $  31,008   $  34,844

Net Operating Income          $ 211,176   $ 216,295   $ 141,481   $ 235,374

   Commisions                 $       0   $       0   $  58,451   $       0
   Capital Reserves           $  11,257   $  11,651   $  12,059   $  12,481
   Alterations                $       0   $       0   $  59,283   $       0
                              ---------------------------------------------

Net Cash Flow                 $ 199,919   $ 204,644   $  11,688   $ 222,893

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney 1.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $1,500,000 or $33 per square foot. This value estimate produces an implied
going-in capitalization rate of 10.4 percent, a figure well within the
anticipated return necessary to interest investors for this quality of building.
It is skewed upward slightly due to the essentially 100 percent leased status
of this building.

      Regarding the composition of the yield, a significant 54 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 9.8 percent.

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


                                      -139-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Morton Marks
                             10 Year Holding Period
                              Discounted Cash Flow

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                 <C>            <C>  

      1998         $147,132    X    0.89286  =          $131,368            8.7%            9.8%
      1999         $150,927    X    0.79719  =          $120,318            7.9%           10.1%
      2000          $15,022    X    0.71178  =           $10,692            0.7%            1.0%
      2001         $177,843    X    0.63552  =          $113,022            7.5%           11.9%
      2002         $183,127    X    0.56743  =          $103,911            6.9%           12.2%
      2003         $188,568    X    0.50663  =           $95,534            6.3%           12.6%
      2004         $194,170    X    0.45235  =           $87,833            5.8%           12.9%
      2005         $199,919    X    0.40388  =           $80,744            5.3%           13.3%
      2006         $204,644    X    0.36061  =           $73,797            4.9%           13.6%
      2007          $11,688    X    0.32197  =            $3,763            0.2%            0.8%
                                                      ----------            ----            ----
Total Present Value of Cash Flows                       $820,983             54%            9.8%
                                                                                         Average
</TABLE>

Reversion:                                        
      2008          $235,374 (1)/    10.5%   =        $2,241,657
                    Less: Cost of     4.0%               $89,666
                                                      ----------            
                    Net Reversion                     $2,151,991
                    X Discount Factor                    0.32197
                                                      ----------            

Total Present Value of Reversion                        $692,883             46%

Total Present Value                                   $1,513,866            100%

                                ROUNDED:              $1,500,000
                                                      ==========

                              --------------------------------------------------
                                Net Rentable Area:                       45,000
                                Per SF NRA:                                 $33
                                Implicit Going-in Capitalization Rate:
                              Year One NOI                             $156,132
                                   Going-In Capitalization Rate:           10.4%
                              --------------------------------------------------

Note: (1) Net Operating Income

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

2110 Tomlynn Street

      This property is a 15,910 square foot single story warehouse which is now
100 percent occupied by one tenant. Following is an analysis of the current
rental income, vacancy and collection loss projections, and historical/future
operating and fixed expenses for this property.

      Current Rental Income

      The weighted average rental rate during the next 12 months is $4.39 per
square foot triple net. The Pro-Ject Lease Abstract Report is in the Addenda. In
our opinion, this property's tenant base is comprised of local tenants which
represents no atypical credit risk. Market rent for this property was discussed
above as $4.00 per square foot triple net.

      Expense Reimbursements

      Expense reimbursements for this property follow a triple net format
wherein tenant reimburses landlord for the cost of operating the property. We
treated them this way in this analysis.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property as for Dabney I relative to
credit loss and renewal probability. The resulting overall average occupancy
rate over the ten year holding period is 96.7 percent. Including our overall
vacancy/global credit loss allowance, the implied overall occupancy rate is 94.7
percent.

      Total Operating Expenses

      Historic operating expenses at this building ranged from a low of $0.34
per square foot in 1996 to a high of $0.44 per square foot in 1995. The 1997
budget calls for $0.95 per square foot. The budget includes a management fee not
included in the historical statements and a substantial increase in operating
expenses. In the initial year of the investment holding period, we project
operating expenses to be $1.01 per square foot, relying most on the budget.

      Other Non-Operating Expenses

      We employed the same tenant improvement allowance, leasing commissions and
capital reserves as used in Dabney I above.

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


                                      -141-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               2110 Tomlynn Street
                               Cash Flow Analysis

================================================================================
<TABLE>
<CAPTION>
                                   1           2           3           4           5           6           7   
        Fiscal Year             1998        1999        2000        2001        2002        2003        2004   
================================================================================================================
<S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>      
Revenue From Operations
   Minimum Rent               $  69,809   $  72,601   $  49,675   $  68,528   $  70,584   $  72,702   $  74,883
   Expense Recoveries         $  16,047   $  16,028   $  10,775   $  17,387   $  17,985   $  18,604   $  19,244
   Other Income               $       0   $       0   $       0   $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  1,717)  ($  1,773)  ($  1,209)  ($  1,718)  ($  1,771)  ($  1,826)  ($  1,883)
                              ----------------------------------------------------------------------------------

Effective Gross Income        $  84,139   $  86,856   $  59,241   $  84,197   $  86,798   $  89,480   $  92,244

Expenses
   Operating Expenses         $   6,053   $   6,212   $   6,429   $   6,654   $   6,887   $   7,128   $   7,378
   G&A Expense                $   2,623   $   2,692   $   2,786   $   2,884   $   2,984   $   3,089   $   3,197
   Management                 $   2,524   $   2,606   $   1,777   $   2,526   $   2,604   $   2,684   $   2,767
   Real Estate Taxes          $   4,807   $   4,933   $   5,106   $   5,285   $   5,470   $   5,661   $   5,859
                              ----------------------------------------------------------------------------------

   Total Expenses             $  16,007   $  16,443   $  16,098   $  17,349   $  17,945   $  18,562   $  19,201

Net Operating Income          $  68,132   $  70,413   $  43,143   $  66,848   $  68,853   $  70,918   $  73,043

   Commisions                 $       0   $       0   $       0   $  16,803   $       0   $       0   $       0
   Capital Reserves           $   3,182   $   3,238   $   3,351   $   3,468   $   3,590   $   3,715   $   3,845
   Alterations                $       0   $       0   $       0   $  16,474   $       0   $       0   $       0
                              ----------------------------------------------------------------------------------

Net Cash Flow                 $  64,950   $  67,175   $  39,792   $  30,103   $  65,263   $  67,203   $  69,198
</TABLE>

                                   8           9          10          11        
        Fiscal Year             2005        2006        2007        2008        
===========================================================================
Revenue From Operations
   Minimum Rent               $  77,129   $  79,443   $  81,827   $  56,188
   Expense Recoveries         $  19,906   $  20,583   $  20,770   $  14,626
   Other Income               $       0   $       0   $       0   $       0
   Vacancy & Collection Loss  ($  1,941)  ($  2,001)  ($  2,052)  ($  1,416)
                              ---------------------------------------------

Effective Gross Income        $  95,094   $  98,025   $ 100,545   $  69,398

Expenses
   Operating Expenses         $   7,636   $   7,903   $   8,180   $   8,466
   G&A Expense                $   3,309   $   3,425   $   3,545   $   3,669
   Management                 $   2,853   $   2,941   $   3,016   $   2,082
   Real Estate Taxes          $   6,064   $   6,276   $   6,496   $   6,723
                              ---------------------------------------------

   Total Expenses             $  19,862   $  20,545   $  21,237   $  20,940

Net Operating Income          $  75,232   $  77,480   $  79,308   $  48,458

   Commisions                 $       0   $       0   $       0   $  20,666
   Capital Reserves           $   3,980   $   4,119   $   4,263   $   4,413
   Alterations                $       0   $       0   $       0   $  20,960
                              ---------------------------------------------

Net Cash Flow                 $  71,252   $  73,361   $  75,045   $   2,419

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal cap rate for this building.

      Transaction Costs

      The costs of sale were again the same discussed for Dabney I.

      Discount Rate

      We again used an IRR of 12.0 percent.

      On the following page is the Discounted Cash Flow Analysis for this asset.
Using the above indicated rates of return, our cash flow model indicated a value
of $480,000 or $30 per square foot. This value estimate produces an implied
going-in capitalization rate of 14.2 percent, a figure above the anticipated
return necessary to interest investors for this quality of building, but
reflective the this asset's age and skewed upward due to the high occupancy.

      As a result, we also considered the value indications from holding periods
ranging from ten to 15 years, the average of which suggested a value of
$550,000. See the second following page. We believe that on owner would attempt
to optimize the date of sale rather than sale at the end of exactly ten years.
Therefore, we concluded to this higher figure. The lower value indication for
the ten year holding period is due to significant lease expirations in either
the terminal or following year. We believe that an owner would attempt to
optimize the date of sale rather than sell the property in exactly ten years.
Therefore, we concluded to this higher value which yielded an implied going-in
capitalization rate of 12.4 percent, a figure well within the anticipated return
necessary to interest investors for this quality of building.

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


                                      -143-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               2110 Tomlynn Street
                             10 Year Holding Period
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
===================================================================================================
                                   Discount                                               Annual
   Fiscal             Net            Rate            Present Value       Composition   Cash on Cash
    Year           Cash Flow        12.00%           of Cash Flows        Of Yield        Return
===================================================================================================
<S>                <C>              <C>                 <C>                <C>            <C>  
    1998           $64,950      X   0.89286  =          $57,991            12.0%          13.5%
    1999           $67,175      X   0.79719  =          $53,551            11.1%          14.0%
    2000           $39,792      X   0.71178  =          $28,323             5.9%           8.3%
    2001           $30,103      X   0.63552  =          $19,131             4.0%           6.3%
    2002           $65,263      X   0.56743  =          $37,032             7.7%          13.6%
    2003           $67,203      X   0.50663  =          $34,047             7.0%          14.0%
    2004           $69,198      X   0.45235  =          $31,302             6.5%          14.4%
    2005           $71,252      X   0.40388  =          $28,777             6.0%          14.8%
    2006           $73,361      X   0.36061  =          $26,455             5.5%          15.3%
    2007           $75,045      X   0.32197  =          $24,162             5.0%          15.6%
                                                       --------             ----          -----
Total Present Value of Cash Flows                      $340,772              70%          13.0%
                                                                                        Average
</TABLE>                                      
Reversion:                                    
     2008            $48,458 (1)/     10.5%  =         $461,505
                   Less: Cost of       4.0%             $18,460
                                                       --------             
                   Net Reversion                       $443,045
                   X Discount Factor                    0.32197
                                                       --------             

Total Present Value of Reversion                       $142,648              30%

Total Present Value                                    $483,421             100%

                               ROUNDED:                $480,000
                                                       ========

                              --------------------------------------------------
                                Net Rentable Area:                       15,910
                                Per SF NRA:                                 $30
                                Implicit Going-In Capitalization Rate:
                              Year One NOI                              $68,132
                                  Going-In Capitalization Rate:            14.2%
                              --------------------------------------------------

Note: (1) Net Operating Income

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               2110 Tomlynn Street
                              Present Value Report

================================================================================
IRR or Discount Rate             12.00%
       Cost of Sales               4.0%
   Terminal Cap Rate              10.5%

<TABLE>
<CAPTION>
=====================================================================================================
                                                                            CF as %
 Sale at End of Year:        Residual         Residual PV    Cash Flow PV   of Total       Total PV
=====================================================================================================
<S>                         <C>               <C>             <C>             <C>         <C>       
                   10       $443,045          $142,648        $340,772        70.5%       $483,421
                   11       $766,546          $220,364        $341,468        60.8%       $561,831
                   12       $789,531          $202,653        $361,815        64.1%       $564,468
                   13       $813,202          $186,365        $380,522        67.1%       $566,887
                   14       $837,568          $171,383        $397,721        69.9%       $569,104
                   15       $862,610          $157,596        $413,532        72.4%       $571,128
                                             
                                                              Average:                    $552,807
=====================================================================================================
</TABLE>

                      Value Conclusion:                       $550,000

                      =================================================
                      Square Feet NRA:                          15,910
                      Value Per SF NRA:                            $35

                      Year One NOI:                            $68,132
                      Implied Going-In
                         Capitalization Rate:                     12.4%

                      Average Cash on Cash
                         Return over 10 Year Hold:                13.0%
                      =================================================

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


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Final Conclusions

      The subject property consists of 17 industrial properties. Individual cash
flow projections were prepared for each property leading to a conclusion of
value on a building by building basis via the Income Capitalization Approach
which are summarized in the following table:

                         ====================================
                                                 Income
                           Property          Capitalization
                         ====================================
                           Dabney I            $1,200,000
                           Dabney II           $1,400,000
                           Dabney III            $900,000
                           Dabney IV           $1,500,000
                           Dabney V            $1,900,000
                           Dabney VI           $1,900,000
                           Dabney VII          $1,600,000
                           Dabney VIII         $1,200,000
                           Dabney IX           $1,300,000
                           Dabney X            $4,100,000
                           Dabney XI           $2,300,000
                           Dabney A-1          $1,200,000
                           Dabney A-2          $2,600,000
                           Britton's Hill      $4,500,000
                           Westmoreland        $5,200,000
                           Morton Marks        $1,500,000
                           2110 Tomlynn          $550,000
                         ====================================

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


                                      -146-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property:

                      ============================================
                                          Sales        Income
                      Property         Comparison   Capitalization
                      ============================================
                      Dabney I         $1,200,000     $1,200,000
                      Dabney II        $1,500,000     $1,400,000
                      Dabney III       $1,000,000       $900,000
                      Dabney IV        $1,500,000     $1,500,000
                      Dabney V         $1,800,000     $1,900,000
                      Dabney VI        $1,800,000     $1,900,000
                      Dabney VII       $1,500,000     $1,600,000
                      Dabney VIII      $1,200,000     $1,200,000
                      Dabney IX        $1,400,000     $1,300,000
                      Dabney X         $3,900,000     $4,100,000
                      Dabney XI        $2,000,000     $2,300,000
                      Dabney A-1       $1,200,000     $1,200,000
                      Dabney A-2       $2,500,000     $2,600,000
                      Britton's Hill   $4,400,000     $4,500,000
                      Westmoreland     $4,900,000     $5,200,000
                      Morton Marks     $1,500,000     $1,500,000
                      2110 Tomlynn       $500,000       $550,000
                      ============================================

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are interdependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of income
producing property. Not only does this approach represent the most direct and
accurate simulation of market behavior, it is the method explicitly employed by
buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

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


                                      -147-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      In light of the above, we are of the opinion that the market value of the
leased fee estate in the 17 individual properties, as of July 1, 1997, was:

                         =============================
                                          Final Value
                         Property         Conclusions
                         =============================
                         Dabney I         $1,200,000
                         Dabney II        $1,400,000
                         Dabney III         $900,000
                         Dabney IV        $1,500,000
                         Dabney V         $1,900,000
                         Dabney VI        $1,900,000
                         Dabney VII       $1,600,000
                         Dabney VIII      $1,200,000
                         Dabney IX        $1,300,000
                         Dabney X         $4,100,000
                         Dabney XI        $2,300,000
                         Dabney A-1       $1,200,000
                         Dabney A-2       $2,600,000
                         Britton's Hill   $4,500,000
                         Westmoreland     $5,200,000
                         Morton Marks     $1,500,000
                         2110 Tomlynn       $550,000
                         =============================
       
================================================================================


                                      -148-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W`s prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

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


                                      -149-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                      Assumption
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraisers
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

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


                                      -150-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

CERTIFICATION OF APPRAISAL
================================================================================

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

1.    Lynda Gallagher and Steven M. Halbert, J.D., MAI, inspected the property
      and wrote the report. Donald R. Morris, MAI, Manager, Cushman & Wakefield
      of Washington D.C., Valuation Advisory Services, inspected the property
      and has reviewed and approved the report.

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

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

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

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the Uniform Standards of Professional
      Appraisal Practice of the Appraisal Foundation and the Code of
      Professional Ethics and the Standards of Professional Appraisal Practice
      of the Appraisal Institute.

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

9.    As of the date of this report, Steven M. Halbert, J.D., MAI, and Donald R.
      Morris, MAI, have completed the requirements of the continuing education
      program of the Appraisal Institute.

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


                                      -151-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      Certification of Appraisal
================================================================================

10.   It is our opinion that the estimated market value of the subject property,
      in as-is condition, as of the effective date of the appraisal, as of July
      1, 1997, is:

                         =============================
                                             Value
                         Property         Conclusions
                         =============================
                         Dabney I          $1,200,000
                         Dabney II         $1,400,000
                         Dabney III          $900,000
                         Dabney IV         $1,500,000
                         Dabney V          $1,900,000
                         Dabney VI         $1,900,000
                         Dabney VII        $1,600,000
                         Dabney VIII       $1,200,000
                         Dabney IX         $1,300,000
                         Dabney X          $4,100,000
                         Dabney XI         $2,300,000
                         Dabney A-1        $1,200,000
                         Dabney A-2        $2,600,000
                         Britton's Hill    $4,500,000
                         Westmoreland      $5,200,000
                         Morton Marks      $1,500,000
                         2110 Tomlynn        $550,000
                         =============================


/s/ Lynda Gallagher

Lynda Gallagher


/s/ Steven M. Halbert                                                     [SEAL]

Steven M. Halbert, J.D., MAI
Associate Director
Virginia Certified General Real Estate Appraiser No. 4001 001971


/s/ Donald R. Morris                                                      [SEAL]

Donald R. Morris, MAI
Manager, Director
Virginia Certified General Appraiser No. 4001-002465   

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


                                      -152-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                 ===============================================================
                 COMPLETE ADDENDA TO THE
                 APPRAISAL OF REAL PROPERTY

                 17 Industrial Buildings
                 Located in the Greater Dabney Area
                 Henrico County, Virginia

                 VOLUME II OF II
                 ===============================================================

                 As Of July 1, 1997

                 Prepared For:

                 Goldman Sachs Mortgage Company
                 85 Broad Street
                 New York, New York 10004

                 Prepared By:

                 Cushman & Wakefield of Washington, D.C., Inc.
                 Valuation Advisory Services
                 1875 Eye Street, NW
                 Suite 700
                 Washington, D.C. 20006

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

                                                                         Addenda
================================================================================

ADDENDA

o     Property Specific Data Under Separate Tabs

            Historical and Budget Income and Expense Statement

            Pro Ject +Plus Lease Abstract Report

            Pro Ject +Plus Assumptions Report

                         =========================
                         Property            Tab
                         =========================
                         Dabney I              I
                         Dabney II            II
                         Dabney III          III
                         Dabney IV            IV
                         Dabney V              V
                         Dabney VI            VI
                         Dabney VII          VII
                         Dabney VIII        VIII
                         Dabney IX            IX
                         Dabney X              X
                         Dabney XI            XI
                         Dabney A-1          XII
                         Dabney A-2         XIII
                         Britton's Hill      XIV
                         Westmoreland         XV
                         Morton Marks        XVI
                         2110 Tomlynn       XVII
                         =========================

o     Improved Sales

o     Investor Survey

o     Appraisers Qualifications

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

                                                                         Addenda
================================================================================

                                    Dabney I
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements

                                    Dabney I

Building NRA                    33,600 SF

<TABLE>
<CAPTION>
                                1994 Actual      1995 Actual      1996 Actual      1997 Budget
                              ---------------  ---------------  ---------------  ---------------
Item                           Amount  Per SF   Amount  Per SF   Amount  Per SF   Amount  Per SF
==============================================================  ===============  ===============
<S>                           <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>  
INCOME
    Gross Income              $122,398  $3.64  $155,340  $4.62  $170,960  $5.09  $157,698  $4.69
    Reimbursements                   0   0.00         0   0.00     1,342   0.04     1,416   0.04
                              ---------------  ---------------  ---------------  ---------------
    Total Income              $122,398  $3.64  $155,340  $4.62  $172,302  $5.13  $159,114  $4.74
                              ---------------  ---------------  ---------------  ---------------

EXPENSES
    Real Estate Taxes         $  9,768  $0.29  $  9,768  $0.29  $  9,568  $0.28  $  9,766  $0.29
    Operating Expense           12,171   0.36    23,435   0.70    13,156   0.39    18,031   0.54
    General & Administrative    17,708   0.53     6,594   0.20     8,866   0.26     9,010   0.27
    Management Fee                   0   0.00     1,729   0.05     2,448   0.07     4,702   0.14
                              ---------------  ---------------  ---------------  ---------------
    Total Expenses            $ 39,647  $1.18  $ 41,526  $1.24  $ 34,038  $1.01  $ 41,509  $1.24
                              ---------------  ---------------  ---------------  ---------------

NET OPERATING INCOME          $ 82,751  $2.46  $113,814  $3.39  $138,264  $4.12  $117,605  $3.50
                              ===============  ===============  ===============  ===============
- ------------------------------------------------------------------------------------------------
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney 1
                            PROJECT DESIGNATOR: DAB1
                            REVISION: 6/12/97 @ 11:08
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/16/97 @ 9:04

<TABLE>
<CAPTION>
                 PRIMARY/                                    ANNUAL
                SECONDARY SQUARE LEASE LEASE OPTION  MINIMUM MINIMUM OVERAGE  CEILING BREAKPOINT               PRO RATA   % OF RENT
TENANT            CODES    FEET  BEGIN  END   #/MOS  RENT/SF  RENT      %     (000'S)   (000'S)  RECOVERIES   SHARE BASE SUBJ TO CPI
- --------------- --------- ------ ----- ----- ------  ------- ------- -------  ------- ---------- ----------   ---------- -----------
<S>                 <C>   <C>    <C>   <C>      <C> <C>  <C>   <C>      <C>      <C>       <C> <C>              <C>      <C>
#  1-SUITE 1        -      8,400 12/95 12/00    -        5.51  46,284   -        -         -   TAX & INSURANCE  13,128   
Media Post Marketi  -                               1/98 5.73  48,135
                                                    1/99 5.96  50,061
                                                    1/00 6.20  52,063
                                                                       
#  2-SUITE 2        -      8,400  5/82  5/99    -        4.45  37,380   -        -         -   TAX & INSURANCE  11,263
Scherr Refrig       -                               6/98 4.58  38,501
                                                                       
#  3-SUITE 3        -      7,420  2/97  2/07    -        5.65  41,923   -        -         -   TAX & INSURANCE  12,729
Ellis Flooring      -                               3/98 5.82  43,181
                                                    3/99 5.99  44,476
                                                    3/00 6.17  45,810
                                                    3/01 6.36  47,185
                                                    3/02 6.55  48,600
                                                    3/03 6.75  50,058
                                                    3/04 6.95  51,560
                                                    3/05 7.16  53,107
                                                    3/06 7.37  54,700

#  4-SUITE 4        -      5,180 12/93  9/99    -        4.06  21,031   -        -         -   TAX & INSURANCE  11,263
Durfee Thurber      -                              10/97 4.18  21,662
                                                   10/98 4.31  22,312
                                                                        
#  5-SUITE 5        -      4,200  7/97  6/02    -        6.14  25,788   -        -         -   TAX & INSURANCE  12,729
UnijAX              -                               7/98 6.32  26,562
                                                    7/99 6.51  27,358
                                                    7/00 6.71  28,179
                                                    7/01 6.91  29,025
                          ------
                          33,600
                          ======
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    Dabney 1
                            PROJECT DESIGNATOR: DAB1
                            REVISION: 6/12/97 @ 11:08
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:30

    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF Dabney 1 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS

    AREA MEASURES
    -------------

    NRA
    1997 VALUE   -      33,600
    THEREAFTER   - CONSTANT

    OCCA
    1997 VALUE   -      30,882
    1998 VALUE   -      33,600
    1999 VALUE   -      29,505
    2000 VALUE   -      33,168
    2001 VALUE   -      30,800
    2002 VALUE   -      32,200
    2003 VALUE   -      33,600
    2004 VALUE   -      33,600
    2005 VALUE   -      33,600
    2006 VALUE   -      31,500
    2007 VALUE   -      28,700
    2008 VALUE   -      30,800
    2009 VALUE   -      32,900
    2010 VALUE   -      32,900
    2011 VALUE   -      33,600
    2012 VALUE   -      33,600
    2013 VALUE   -      33,600
    2014 VALUE   -      26,600
    THEREAFTER   - CONSTANT

    GROWTH RATES
    ------------

    INC1
    1997 VALUE   -        1.50
    1998 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    EXP1
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    3%
    1997 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    4%
    1997 VALUE   -        4.00
    THEREAFTER   - CONSTANT

    CPI
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    COMN
<PAGE>

                                                                          PAGE 2

   1997 VALUE -          6.00
   THEREAFTER -   CONSTANT

   COMR
   1997 VALUE -          2.00
   THEREAFTER -   CONSTANT

   COMB
    +30.0% OF COMN +70.0% OF COMR

   MARKET RATES
   ------------

   MRKR
   1997 VALUE -          5.40
   THEREAFTER   - GROWING AT GROWTH RATE INC1

   TIRN
   1997 VALUE   -        0.50
   THEREAFTER   - GROWING AT GROWTH RATE EXP1

   TINW
   1997 VALUE   -        2.00
   THEREAFTER   - GROWING AT GROWTH RATE EXP1

   TIWA
    +70.0% OF   TIRN +30.0% OF TINW

   RESR
   1997 VALUE            0.20
   THEREAFTER   - GROWING AT GROWTH RATE EXP1

   INSE
   1997 VALUE            0.10
   THEREAFTER   - GROWING AT GROWTH RATE EXP1

   MISCELLANEOUS INCOMES
   ---------------------

   NONE

   EXPENSES
   --------

   Real Estate Taxes , REFERRED TO AS TAX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -         9,369
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   OPERATING EXPENSES, REFERRED TO AS OPEX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -         18,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   G&A EXPENSES      , REFERRED TO AS G&A
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -         9,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MANAGEMENT FEES  ,  REFERRED TO AS MGMT
   CHARGED AGAINST NET OPERATING INCOME
    3.00% OF EFFECTIVE GROSS INCOME

   Industrial Gross , REFERRED TO AS GRSS
   AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3

    +100.0% OF TAX     +2.0% OF OPEX

    INSURANCE            , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE      , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
    +100.0% OF TAX +100.0% OF INSE

    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    FOR ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -         2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE

    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1       0.000% OF TOTAL RENT

    STANDARD METHOD #2       0.000% OF TOTAL RENT

    STANDARD METHOD #3       0.000% OF TOTAL RENT

    STANDARD METHOD #4       0.000% OF TOTAL RENT

    STANDARD METHOD #5       0.000% OF TOTAL RENT

    COMMISSION PAYOUTS
    -----------------

    STANDARD METHOD #1       CASHED OUT

    STANDARD METHOD #2       AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3       CASHED OUT

    STANDARD METHOD #4       CASHED OUT

    STANDARD METHOD #5       CASHED OUT

    ALTERATION CALCULATION
    ----------------------

    1997 VALUE  -        0.00
    1998 VALUE  -        0.00
    1999 VALUE  -        0.00
    2000 VALUE  -        0.00
    2001 VALUE  -        0.00
    2002 VALUE  -        0.00
    2003 VALUE  -        0.00
    2004 VALUE  -        0.00
    2005 VALUE  -        0.00
    2006 VALUE  -        0.00
    2007 VALUE  -        0.00
<PAGE>

                                                                          PAGE 4

     2008 VALUE -        0.00
     2009 VALUE -        0.00
     2010 VALUE -        0.00
     2011 VALUE -        0.00
     THEREAFTER - CONSTANT

     ALTERATION PAYOUTS
     ------------------

     STANDARD METHOD #1 - CASHED OUT

     STANDARD METHOD #2 - CASHED OUT

     STANDARD METHOD #3 - CASHED OUT

     STANDARD METHOD #4 - CASHED OUT

     STANDARD METHOD #5 - CASHED OUT

     COMMON AREA MAINTENANCE POOL
     ----------------------------

     NONE

     CAPITAL EXPENDITURES
     -------------------

     RESERVES
     MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

     PRIMARY CLASSIFICATION CODES
     ----------------------------

     NONE

     SECONDARY CLASSIFICATION CODES
     ------------------------------

     NONE

     COST CENTERS
     ------------

     NONE

     SALES VOLUME PROFILE
     --------------------

               PERCENT OF      RELATIVE
     MONTH    ANNUAL SALES      VOLUME
     -----    ------------     --------
     JAN          8.33%           1.00
     FEB          8.33%           1.00
     MAR          8.33%           1.00
     APR          8.33%           1.00
     MAY          8.33%           1.00
     JUN          8.33%           1.00
     JUL          8.33%           1.00
     AUG          8.33%           1.00
     SEP          8.33%           1.00
     OCT          8.33%           1.00
<PAGE>

                                                                          PAGE 5

NOV          8.33%           1.00
DEC          8.33%           1.00
           -------        -------
TOTALS     100.00%          12.00

GLOBAL  RECOVERIES
- ------------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- ----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    OFFICE
SQUARE FOOTAGE:         1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF     5 LEASEHOLD TENANT(S):

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

# 1 - SUITE I          , Media Post Marketi
BASE LEASE DATES:        12/1995 TO 12/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           8,400
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     5.51/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 13,128

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                          PAGE 7

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

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

# 2 - SUITE 2            , Scherr Refrig
BASE LEASE DATES:          5/1982 TO 5/1999
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:             8,400
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -       4.45/SF/YR
THEREAFTER - GROWING AT       3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 11,263

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%        PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 3 - SUITE 3            , Ellis Flooring
BASE LEASE DATES:          2/1997 TO 2/2007
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            7,420
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -       5.65/SF/YR
THEREAFTER - GROWING AT       3.00%
<PAGE>

                                                                          PAGE 8

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%      PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      GROWTH RATE COMB
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

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

# 4 - SUITE 4           , Durfee Thurber
BASE LEASE DATES:         12/1993 TO 9/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:            5,180
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     4.06/SF/YR
THEREAFTER - GROWING AT      3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF       11,263

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:
<PAGE>

                                                                          PAGE 9

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 5 - SUITE 5          , UnijAX
BASE LEASE DATES:        7/1997 TO 6/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          4,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     6.14/SF/YR
THEREAFTER - GROWING AT   3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:   GROWTH RATE COMR
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE TIRN
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
<PAGE>

                                                                         PAGE 10

PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:  GROWTH RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                    Dabney II
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements
                                    Dabney II

Building NRA                    42,000 SF

<TABLE>
<CAPTION>
                                1994 Actual      1995 Actual      1996 Actual      1997 Budget
                              ---------------  ---------------  ---------------  ---------------
Item                           Amount  Per SF   Amount  Per SF   Amount  Per SF   Amount  Per SF
==============================================================  ===============  ===============
<S>                           <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>  
INCOME
    Gross Income              $154,716  $3.68  $177,370  $4.22  $200,494  $4.77  $192,227  $4.58
    Reimbursements                   0   0.00        14   0.00        14   0.00        24   0.00
                              ---------------  ---------------  ---------------  ---------------
    Total Income              $154,716  $3.68  $177,384  $4.22  $200,508  $4.77  $192,251  $4.58
                              ---------------  ---------------  ---------------  ---------------

EXPENSES
    Real Estate Taxes         $ 10,521  $0.25  $ 10,521  $0.25  $ 10,306  $0.25  $ 10,306  $0.25
    Operating Expense           12,116   0.29    18,715   0.45    14,910   0.36    20,442   0.49
    General & Administrative    12,559   0.30     7,940   0.19     8,915   0.21    10,426   0.25
    Management Fee                   0   0.00     2,077   0.05     2,988   0.07     5,765   0.14
                              ---------------  ---------------  ---------------  ---------------
    Total Expenses            $ 35,196  $0.84  $ 39,253  $0.93  $ 37,119  $0.88  $ 46,939  $1.12
                              ---------------  ---------------  ---------------  ---------------

NET OPERATING INCOME          $119,519  $2.85  $138,131  $3.29  $163,389  $3.89  $145,312  $3.46
                              ===============  ===============  ===============  ===============
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                    DABNEY 2
                            PROJECT DESIGNATOR: DAB2
                            REVISION: 6/17/97 @ 15:01
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/18/97 @ 9:04

<TABLE>
<CAPTION>
                 PRIMARY/                                    ANNUAL
                SECONDARY SQUARE LEASE LEASE OPTION  MINIMUM MINIMUM OVERAGE  CEILING BREAKPOINT               PRO RATA   % OF RENT
TENANT            CODES    FEET  BEGIN  END   #/MOS  RENT/SF  RENT      %     (000'S)   (000'S)  RECOVERIES   SHARE BASE SUBJ TO CPI
- --------------- --------- ------ ----- ----- ------  ------- ------- -------  ------- ---------- ----------   ---------- -----------
<S>                 <C>   <C>    <C>   <C>      <C> <C>  <C>   <C>      <C>      <C>       <C> <C>              <C>       <C>
#  1-SUITE 1        -     12,600  8/90  1/01    -        4.41  55,566   -        -         -   TAX & INSURANCE  14,674
WYNNE GUILD         -

#  2-SUITE 2        -     12,600 10/94  9/99    -        5.44  68,544   -        -         -   TAX & INSURANCE  14,721
MIRROR COMPANY      -                              10/97 5.60  70,600
                                                   10/98 5.77  72,718

#  3-SUITE 3        -      8,400  7/97  6/02    -        3.97  33,348   -        -         -   TAX & INSURANCE  20,580
ALADDIN MILLS       -                               7/98 4.09  34,348
                                                    7/99 4.21  35,379
                                                    7/00 4.34  36,440
                                                    7/01 4.47  37,533

#  4-SUITE 4        -      4,200  9/95  8/00    -        5.88  24,696   -        -         -   TAX & INSURANCE  14,720
FACELIFT MID-ATLAN  -                               9/97 6.06  25,437
                                                    9/98 6.24  26,200
                                                    9/99 6.43  26,986

#  5-SUITE 5        -      4,200  5/92  7/00    -        4.11  17,262   -        -         -   TAX & INSURANCE  14,674
DOMINION RESTORATI  -                               8/97 4.27  17,952
                                                    8/98 4.45  18,671
                                                    8/99 4.62  19,417
                          ------
                          42,000
                          ======
</TABLE>
<PAGE>

                                    DABNEY 2
                            PROJECT DESIGNATOR: DAB2
                            REVISION: 6/17/97 @ 15:01
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:30

    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF DABNEY 2 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS

    AREA MEASURES
    -------------

    NRA
    1997 VALUE   -      42,000
    THEREAFTER   - CONSTANT

    OCCA
    1997 VALUE   -      37,800 
    1998 VALUE   -      42,000 
    1999 VALUE   -      38,850 
    2000 VALUE   -      38,150 
    2001 VALUE   -      37,800 
    2002 VALUE   -      39,200 
    2003 VALUE   -      42,000 
    2004 VALUE   -      42,000 
    2005 VALUE   -      42,000 
    2006 VALUE   -      42,000 
    2007 VALUE   -      37,450 
    2008 VALUE   -      35,350 
    2009 VALUE   -      40,600 
    2010 VALUE   -      40,600 
    2011 VALUE   -      42,000 
    2012 VALUE   -      42,000 
    2013 VALUE   -      42,000 
    2014 VALUE   -      37,800 
    THEREAFTER   - CONSTANT

    GROWTH RATES
    ------------

    INC1
    1997 VALUE   -        1.50
    1998 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    EXP1
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    3%
    1997 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    4%
    1997 VALUE   -        4.00
    THEREAFTER   - CONSTANT

    CPI
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    COMN
<PAGE>

                                                                          PAGE 2

   1997 VALUE -        6.00
   THEREAFTER -   CONSTANT

   COMR
   1997 VALUE -        2.00
   THEREAFTER -   CONSTANT

   COMB
    +30.0% OF COMN +70.0% OF COMR

   MARKET RATES
   ------------

   MKT1
   1997 VALUE -        5.40
   THEREAFTER - GROWING AT GROWTH RATE INC1

   TIRN
   1997 VALUE -        0.50
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TINW
   1997 VALUE -        2.00
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TIWA
    +70.0% OF TIRN +30.0% OF TINW

   RESR
   1997 VALUE -        0.20
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   INSE
   1997 VALUE          0.10
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MISCELLANEOUS INCOMES
   ---------------------

   NONE

   EXPENSES
   --------

   Property Taxes    , REFERRED TO AS TAX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -         16,380
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   OPERATING EXPENSES, REFERRED TO AS OPEX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -         18,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   G&A EXPENSES      , REFERRED TO AS G&A
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -         10,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MANAGEMENT FEES  ,  REFERRED TO AS MGMT
   CHARGED AGAINST NET OPERATING INCOME
    3.00% OF EFFECTIVE GROSS INCOME

   Industrial Gross , REFERRED TO AS GRSS
   AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3

    +100.0% OF TAX     +2.0% OF OPEX

    INSURANCE            , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE      , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
    +100.0% OF TAX +100.0% OF INSE

    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    FOR ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -         2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE

    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1 - 0.000% OF TOTAL RENT

    STANDARD METHOD #2 - 0.000% OF TOTAL RENT

    STANDARD METHOD #3 - 0.000% OF TOTAL RENT

    STANDARD METHOD #4 - 0.000% OF TOTAL RENT

    STANDARD METHOD #5 - 0.000% OF TOTAL RENT

    COMMISSION PAYOUTS
    -----------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT

    ALTERATION CALCULATION
    ----------------------

    1997 VALUE  -        0.00
    1998 VALUE  -        0.00
    1999 VALUE  -        0.00
    2000 VALUE  -        0.00
    2001 VALUE  -        0.00
    2002 VALUE  -        0.00
    2003 VALUE  -        0.00
    2004 VALUE  -        0.00
    2005 VALUE  -        0.00
    2006 VALUE  -        0.00
    2007 VALUE  -        0.00
<PAGE>

                                                                          PAGE 4

     2008 VALUE -        0.00
     2009 VALUE -        0.00
     2010 VALUE -        0.00
     2011 VALUE -        0.00
     THEREAFTER - CONSTANT

     ALTERATION PAYOUTS
     ------------------

     STANDARD METHOD #1 - CASHED OUT

     STANDARD METHOD #2 - CASHED OUT

     STANDARD METHOD #3 - CASHED OUT

     STANDARD METHOD #4 - CASHED OUT

     STANDARD METHOD #5 - CASHED OUT

     COMMON AREA MAINTENANCE POOL
     ----------------------------

     NONE

     CAPITAL EXPENDITURES
     -------------------

     RESERVES
     MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

     PRIMARY CLASSIFICATION CODES
     ----------------------------

     NONE

     SECONDARY CLASSIFICATION CODES
     ------------------------------

     NONE

     COST CENTERS
     ------------

     NONE

     SALES VOLUME PROFILE
     --------------------

               PERCENT OF      RELATIVE
     MONTH    ANNUAL SALES      VOLUME
     -----    ------------     --------
     JAN          8.33%           1.00
     FEB          8.33%           1.00
     MAR          8.33%           1,00
     APR          8.33%           1.00
     MAY          8.33%           1.00
     JUN          8.33%           1.00
     JUL          8.33%           1.00
     AUG          8.33%           1.00
     SEP          8.33%           1.00
     OCT          8.33%           1.00
<PAGE>

                                                                          PAGE 5

NOV          8.33%           1.00
DEC          8.33%           1.00
           -------        -------
TOTALS     100.00%          12.00

GLOBAL  RECOVERIES
- ------------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- ----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    OFFICE
SQUARE FOOTAGE:         1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF     5 LEASEHOLD TENANT(S):

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

# 1 - SUITE 1           , WYNNE GUILD
BASE LEASE DATES:         8/1990 TO 1/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           12,600
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     4.41/SF/YR
THEREAFTER - GROWING AT     0.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 14,674

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%       PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                          PAGE 7

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

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

# 2 - SUITE 2          , MIRROR COMPANY
BASE LEASE DATES:      10/1994 TO 9/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          12,600
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     5.44/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 14,721

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 3 - SUITE 3          , ALADDIN MILLS
BASE LEASE DATES:        7/1997 TO 6/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          8,400
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     3.97/SF/YR
THEREAFTER - GROWING AT    3.00%
<PAGE>

                                                                          PAGE 8

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%      PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      GROWTH RATE COMB
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

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

# 4 - SUITE 4          , FACELIFT MID-ATLAN
BASE LEASE DATES:        9/1995 TO 8/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           4,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.88/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 14,720

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:
<PAGE>

                                                                          PAGE 9

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 5 - SUITE 5          , DOMINION RESTORATI
BASE LEASE DATES:        5/1992 TO 7/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          4,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     4.11/SF/YR
THEREAFTER - GROWING AT   4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 14,674

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
<PAGE>

                                                                         PAGE 10

PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                   Dabney III
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements
                                   Dabney III

Building NRA                    23,850 SF

<TABLE>
<CAPTION>
                                1994 Actual      1995 Actual      1996 Actual      1997 Budget
                              ---------------  ---------------  ---------------  ---------------
Item                           Amount  Per SF   Amount  Per SF   Amount  Per SF   Amount  Per SF
==============================================================  ===============  ===============
<S>                           <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>  
INCOME
    Gross Income              $120,628  $5.06  $126,857  $5.32  $ 70,039  $2.94  $128,052  $5.37
    Reimbursements                   0   0.00     1,120   0.05       290   0.01       600   0.03
                              ---------------  ---------------  ---------------  ---------------
    Total Income              $120,628  $5.06  $127,976  $5.37  $ 70,329  $2.95  $128,652  $5.39
                              ---------------  ---------------  ---------------  ---------------

EXPENSES
    Real Estate Taxes         $  7,330  $0.31  $  7,330  $0.31  $  7,181  $0.30  $  7,330  $0.31
    Operating Expense           15,703   0.66    18,913   0.79    10,766   0.45    19,753   0.83
    General & Administrative     5,632   0.24     5,590   0.23     3,827   0.16     7,133   0.30
    Management Fee                   0   0.00     1,160   0.05     1,022   0.04     3,754   0.16
                              ---------------  ---------------  ---------------  ---------------
    Total Expenses            $ 28,665  $1.20  $ 32,994  $1.38  $ 22,796  $0.96  $ 37,970  $1.59
                              ---------------  ---------------  ---------------  ---------------

NET OPERATING INCOME          $ 91,963  $3.86  $ 94,982  $3.98  $ 47,533  $1.99  $ 90,682  $3.80
                              ===============  ===============  ===============  ===============
- ------------------------------------------------------------------------------------------------
</TABLE>

Note: 9,900 square feet or 42 percent of the building rolled in 1996 which
contributes to the lower 1996 income figures.
<PAGE>

                                    DABNET 3
                            PROJECT DESIGNATOR: DAB3
                            REVISION: 6/17/97 @ 15:11
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/18/97 @ 9:04

<TABLE>
<CAPTION>
                 PRIMARY/                                    ANNUAL
                SECONDARY SQUARE LEASE LEASE OPTION  MINIMUM MINIMUM OVERAGE  CEILING BREAKPOINT               PRO RATA   % OF RENT
TENANT            CODES    FEET  BEGIN  END   #/MOS  RENT/SF  RENT      %     (000'S)   (000'S)  RECOVERIES   SHARE BASE SUBJ TO CPI
- --------------- --------- ------ ----- ----- ------  ------- ------- -------  ------- ---------- ----------   ---------- -----------
<S>                 <C>   <C>    <C>   <C>    <C>   <C>  <C>   <C>      <C>      <C>       <C> <C>              <C>       <C>
#  1-SUITE 1        -      9,900  9/96  8/01    -        5.48  54,252   -        -         -   TAX & INSURANCE   9,565
UNITED POWER        -                               9/97 5.64  55,880
                                                    9/98 5.81  57,556
                                                    9/99 5.99  59,283
                                                    9/00 6.17  61,061

#  2-SUITE 2        -      7,050  8/84 11/97    -        5.40  38,070   -        -         -   TAX & INSURANCE   9,170
UNIJAX              -
                                              1- 60      5.56  39,198   -        -         -   TAX & INSURANCE  12,260
                                                   12/98 5.73  40,374
                                                   12/99 5.90  41,585
                                                   12/00 6.08  42,833
                                                   12/01 6.26  44,118

#  3-SUITE 3        -      3,600  6/97  5/02    -        6.35  22,860   -        -         -   TAX & INSURANCE  12,260
SWING N' DOOR       -                               6/98 6.54  23,546
                                                    6/99 6.74  24,252
                                                    6/00 6.94  24,980
                                                    6/01 7.15  25,729

#  4-SUITE 4        -      3,300  1/92 11/97    -        5.61  18,513   -        -         -   TAX & INSURANCE   9,068
WEST END SIGNS      -

                          ------
                          23,850
                          ======
</TABLE>
<PAGE>

                                    DABNET 3
                            PROJECT DESIGNATOR: DAB3
                            REVISION: 6/17/97 @ 15:11
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:30

    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF DABNET 3 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS


    AREA MEASURES
    -------------

    NRA
    1997 VALUE   -     23,850
    THEREAFTER   - CONSTANT

    OCCA
    1997  VALUE  -     22,075
    1998  VALUE  -     23,025
    1999  VALUE  -     23,850
    2000  VALUE  -     23,850
    2001  VALUE  -     20,550
    2002  VALUE  -     22,063
    2003  VALUE  -     22,088
    2004  VALUE  -     23,850
    2005  VALUE  -     22,750
    2006  VALUE  -     23,850
    2007  VALUE  -     23,850
    2008  VALUE  -     23,850
    2009  VALUE  -     19,650
    2010  VALUE  -     21,200
    2011  VALUE  -     23,850
    2012  VALUE  -     22,750
    2013  VALUE  -     23,850
    2014  VALUE  -     23,850
    THEREAFTER   - CONSTANT

    GROWTH RATES
    ------------

    INC1
    1997 VALUE   -        1.50
    1998 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    EXP1
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    3%
    1997 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    4%
    1997 VALUE   -        4.00
    THEREAFTER   - CONSTANT

    CPI
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    COMN
<PAGE>

                                                                          PAGE 2

   1997 VALUE -        6.00
   THEREAFTER -   CONSTANT

   COMR
   1997 VALUE -        2.00
   THEREAFTER -   CONSTANT

   COMB
    +30.0% OF COMN +70.0% OF COMR

   MARKET RATES
   ------------

   MKT1
   1997 VALUE -        6.35
   THEREAFTER - GROWING AT GROWTH RATE INC1

   TIRN
   1997 VALUE -        0.50
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TINW
   1997 VALUE -        2.00
   THEREAFTER - GROWING AT GROWTH RATE EXPI

   TIWA
    +70.0% OF TIRN +30.0% OF TINW

   RESR
   1997 VALUE -        0.20
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   INSE
   1997 VALUE -        0.10
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MISCELLANEOUS INCOMES
   ---------------------

   NONE

   EXPENSES
   --------

   PROPERTY TAXES    , REFERRED TO AS TAX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -        9,875
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   OPERATING EXPENSES, REFERRED TO AS OPEX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -       19,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   General            , REFERRED TO AS G&A
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -        7,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MANAGEMENT FEES   , REFERRED TO AS MGMT
   CHARGED AGAINST NET OPERATING INCOME
     3.00% OF EFFECTIVE GROSS INCOME

   Industrial Gross , REFERRED TO AS GRSS
   AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3

    +100.0% OF TAX     +2.0% OF OPEX

    INSURANCE            , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE      , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
    +100.0% OF TAX +100.0% OF INSE

    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    FOR ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -         2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE

    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1 - 0.000% OF TOTAL RENT

    STANDARD METHOD #2 - 0.000% OF TOTAL RENT

    STANDARD METHOD #3 - 0.000% OF TOTAL RENT

    STANDARD METHOD #4 - 0.000% OF TOTAL RENT

    STANDARD METHOD #5 - 0.000% OF TOTAL RENT

    COMMISSION PAYOUTS
    -----------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT

    ALTERATION CALCULATION
    ----------------------

    1997 VALUE  -        0.00
    1998 VALUE  -        0.00
    1999 VALUE  -        0.00
    2000 VALUE  -        0.00
    2001 VALUE  -        0.00
    2002 VALUE  -        0.00
    2003 VALUE  -        0.00
    2004 VALUE  -        0.00
    2005 VALUE  -        0.00
    2006 VALUE  -        0.00
    2007 VALUE  -        0.00
<PAGE>

                                                                          PAGE 4

     2008 VALUE -        0.00
     2009 VALUE -        0.00
     2010 VALUE -        0.00
     2011 VALUE -        0.00
     THEREAFTER - CONSTANT

     ALTERATION PAYOUTS
     ------------------

     STANDARD METHOD #1 - CASHED OUT

     STANDARD METHOD #2 - CASHED OUT

     STANDARD METHOD #3 - CASHED OUT

     STANDARD METHOD #4 - CASHED OUT

     STANDARD METHOD #5 - CASHED OUT

     COMMON AREA MAINTENANCE POOL
     ----------------------------

     NONE

     CAPITAL EXPENDITURES
     -------------------

     RESERVES
     MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

     PRIMARY CLASSIFICATION CODES
     ----------------------------

     NONE

     SECONDARY CLASSIFICATION CODES
     ------------------------------

     NONE

     COST CENTERS
     ------------

     NONE

     SALES VOLUME PROFILE
     --------------------

               PERCENT OF      RELATIVE
     MONTH    ANNUAL SALES      VOLUME
     -----    ------------     --------
     JAN          8.33%           1.00
     FEB          8.33%           1.00
     MAR          8.33%           1.00
     APR          8.33%           1.00
     MAY          8.33%           1.00
     JUN          8.33%           1.00
     JUL          8.33%           1.00
     AUG          8.33%           1.00
     SEP          8.33%           1.00
     OCT          8.33%           1.00
<PAGE>

                                                                          PAGE 5

NOV          8.33%           1.00
DEC          8.33%           1.00
           -------        -------
TOTALS     100.00%          12.00

GLOBAL  RECOVERIES
- ------------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- ----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    OFFICE
SQUARE FOOTAGE:         1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF    4 LEASEHOLD TENANT(S):

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

# - SUITE 1           , UNITED POWER
BASE LEASE DATES:       9/1996 TO 8/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         9,900
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     5.48/SF/YR
THEREAFTER - GROWING AT GROWTH RATE 3%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 9,565

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                          PAGE 7

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

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

# 2 - SUITE 2          , UNIJAX
BASE LEASE DATES:        8/1984 TO 11/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           7,050
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.40/SF/YR
THEREAFTER - GROWING AT   3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 9,170

COMMISSIONS: NONE

ALTERATIONS: NONE

OPTION 1 DATES:   12/1997 TO 11/2002
SQUARE FOOTAGE:    7,050

MINIMUM RENT:
1998 VALUE -      5.56/SF/YR
THEREAFTER - GROWING AT  3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:    GROWTH RATE COMR
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE TIRN
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
<PAGE>

                                                                          PAGE 8

CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 3 - SUITE 3          , SWING N' DOOR
BASE LEASE DATES:        6/1997 TO 5/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          3,600
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARKET RATE MKT1
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%      PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      GROWTH RATE COMB
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

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

# 4 - SUITE 4          , WEST END SIGNS
BASE LEASE DATES:        1/1992 TO 11/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,300
<PAGE>

                                                                          PAGE 9

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.61/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 9,068

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                    Dabney IV
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements
                                    Dabney IV

Building NRA                    41,550 SF

<TABLE>
<CAPTION>
                                1994 Actual      1995 Actual      1996 Actual      1997 Budget
                              ---------------  ---------------  ---------------  ---------------
Item                           Amount  Per SF   Amount  Per SF   Amount  Per SF   Amount  Per SF
==============================================================  ===============  ===============
<S>                           <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>  
INCOME
    Gross Income              $183,104  $4.41  $181,621  $4.37  $209,160  $5.03  $207,232  $4.99
    Reimbursements                   0   0.00       459   0.01     2,829   0.07         0   0.00
                              ---------------  ---------------  ---------------  ---------------
    Total Income              $183,104  $4.41  $182,080  $4.38  $211,989  $5.10  $207,232  $4.99
                              ---------------  ---------------  ---------------  ---------------

EXPENSES
    Real Estate Taxes         $ 13,210  $0.32  $ 13,498  $0.32  $ 13,576  $0.33  $ 13,496  $0.32
    Operating Expense           22,864   0.55    38,488   0.93    13,849   0.33    17,882   0.43
    General & Administrative    22,955   0.55     6,661   0.16     7,151   0.17     9,364   0.23
    Management Fee                   0   0.00     1,508   0.04     3,056   0.07     6,191   0.15
                              ---------------  ---------------  ---------------  ---------------
    Total Expenses            $ 59,029  $1.42  $ 60,155  $1.45  $ 37,632  $0.91  $ 46,933  $1.13
                              ---------------  ---------------  ---------------  ---------------

NET OPERATING INCOME          $124,076  $2.99  $121,926  $2.93  $174,357  $4.20  $160,299  $3.86
                              ===============  ===============  ===============  ===============
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                    DABNET 4
                            PROJECT DESIGNATOR: DAB4
                            REVISION: 6/17/97 @ 15:56
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/16/97 @ 9:05

<TABLE>
<CAPTION>
                 PRIMARY/                                    ANNUAL
                SECONDARY SQUARE LEASE LEASE OPTION  MINIMUM MINIMUM OVERAGE  CEILING BREAKPOINT               PRO RATA   % OF RENT
TENANT            CODES    FEET  BEGIN  END   #/MOS  RENT/SF  RENT      %     (000'S)   (000'S)  RECOVERIES   SHARE BASE SUBJ TO CPI
- --------------- --------- ------ ----- ----- ------  ------- ------- -------  ------- ---------- ----------   ---------- -----------
<S>                 <C>   <C>    <C>   <C>      <C> <C>  <C>   <C>      <C>      <C>       <C> <C>              <C>       <C>
#  1-SUITE 1        -     12,600 11/94 10/01    -        4.76  59,976   -        -         -   TAX & INSURANCE  15,929
ARK ENVELOPE        -                              11/97 4.95  62,375
                                                   11/98 5.15  64,870
                                                   11/99 5.35  67,465
                                                   11/00 5.57  70,163

#  2-SUITE 2        -     12,150  6/93  9/08    -        3.99  46,479   -        -         -   TAX & INSURANCE  15,929
VIRGINIA DONUTS     -                              10/97 4.11  49,933
                                                   10/98 4.23  51,431
                                                   10/99 4.36  52,974
                                                   10/00 4.49  54,563
                                                   10/01 4.63  56,200
                                                   10/02 4.76  57,886
                                                   10/03 4.91  59,622
                                                   10/04 5.05  61,411
                                                   10/05 5.21  63,253
                                                   10/06 5.36  65,151
                                                   10/07 5.52  67,106

#  3-SUITE 3        -      8,400 12/91 11/01    -        5.86  49,224   -        -         -   TAX & INSURANCE  15,929
DILLARD             -                              12/97 6.04  50,701
                                                   12/98 6.22  52,222
                                                   12/99 6.40  53,788
                                                   12/00 6.60  55,402
                                                                      
#  4-SUITE 4        -      4,200  7/95  6/00    -        6.04  25,368   -        -         -   TAX & INSURANCE  17,653
THERAEUTICS         -                               7/98 6.28  26,363
                                                    7/99 6.53  27,438
                                                                      
#  5-SUITE 5        -      4,200  9/95  8/00    -        5.78  24,276   -        -         -   TAX & INSURANCE  17,652
BUSINESS CONTROLS   -                               9/97 6.01  25,247
                                                    9/98 6.25  26,257
                                                    9/99 6.50  27,307
                          ------                               
                          41,550                               
                          ======                               
</TABLE>
<PAGE>

                                    DABNET 4
                            PROJECT DESIGNATOR: DAB4
                            REVISION: 6/17/97 @ 15:56
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:31

    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF DABNET 4 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS

    AREA MEASURES
    -------------

    NRA
    1997 VALUE   -     41,550
    THEREAFTER   - CONSTANT

    OCCA
    1997  VALUE  -     41,550 
    1996  VALUE  -     41,550 
    1999  VALUE  -     41,550 
    2000  VALUE  -     38,750 
    2001  VALUE  -     38,750 
    2002  VALUE  -     37,350 
    2003  VALUE  -     41,550 
    2004  VALUE  -     41,550 
    2005  VALUE  -     41,550 
    2006  VALUE  -     41,550 
    2007  VALUE  -     40,850 
    2008  VALUE  -     36,413 
    2009  VALUE  -     33,538 
    2010  VALUE  -     41,550
    2011  VALUE  -     41,550 
    2012  VALUE  -     41,550 
    2013  VALUE  -     41,550 
    2014  VALUE  -     41,550 
    THEREAFTER   - CONSTANT

    GROWTH RATES
    ------------

    INC1
    1997 VALUE   -        1.50
    1998 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    EXP1
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    3%
    1997 VALUE   -        3.00
    THEREAFTER   - CONSTANT

    4%
    1997 VALUE   -        4.00
    THEREAFTER   - CONSTANT

    CPI
    1997 VALUE   -        1.75
    1998 VALUE   -        3.50
    THEREAFTER   - CONSTANT

    COMN
<PAGE>

                                                                          PAGE 2

   1997 VALUE -         6.00
   THEREAFTER -   CONSTANT

   COMR
   1997 VALUE -         2.00
   THEREAFTER -   CONSTANT

   COMB
    +30.0% OF COMN +70.0% OF COMR

   MARKET RATES
   ------------

   MRKR
   1997 VALUE -        5.40
   THEREAFTER - GROWING AT GROWTH RATE INC1

   TIRN
   1997 VALUE -        0.50
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TINW
   1997 VALUE -        2.00
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TIWA
    +70.0% OF TIRN +30.0% OF TINW

   RESR
   1997 VALUE -        0.20
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   INSE
   1997 VALUE -        0.10
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MISCELLANEOUS INCOMES
   ---------------------

   NONE

   EXPENSES
   --------

   PROPERTY TAXES    , REFERRED TO AS TAX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -       14,547
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   OPERATING EXPENSES, REFERRED TO AS OPEX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -       18,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   G&A EXPENSES       , REFERRED TO AS G&A
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -        9,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MANAGEMENT FEES   , REFERRED TO AS MGMT
   CHARGED AGAINST NET OPERATING INCOME
     3.00% OF EFFECTIVE GROSS INCOME

   Industrial Gross , REFERRED TO AS GRSS
   AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3

    +100.0% OF TAX     +2.0% OF OPEX

    INSURANCE            , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE      , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
    +100.0% OF TAX +100.0% OF INSE

    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    FOR ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -         2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE

    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1 - 0.000% OF TOTAL RENT

    STANDARD METHOD #2 - 0.000% OF TOTAL RENT

    STANDARD METHOD #3 - 0.000% OF TOTAL RENT

    STANDARD METHOD #4 - 0.000% OF TOTAL RENT

    STANDARD METHOD #5 - 0.000% OF TOTAL RENT

    COMMISSION PAYOUTS
    -----------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT

    ALTERATION CALCULATION
    ----------------------

    1997 VALUE  -        0.00
    1998 VALUE  -        0.00
    1999 VALUE  -        0.00
    2000 VALUE  -        0.00
    2001 VALUE  -        0.00
    2002 VALUE  -        0.00
    2003 VALUE  -        0.00
    2004 VALUE  -        0.00
    2005 VALUE  -        0.00
    2006 VALUE  -        0.00
    2007 VALUE  -        0.00
<PAGE>

                                                                          PAGE 4

     2008 VALUE -        0.00
     2009 VALUE -        0.00
     2010 VALUE -        0.00
     2011 VALUE -        0.00
     THEREAFTER - CONSTANT

     ALTERATION PAYOUTS
     ------------------

     STANDARD METHOD #1 - CASHED OUT

     STANDARD METHOD #2 - CASHED OUT

     STANDARD METHOD #3 - CASHED OUT

     STANDARD METHOD #4 - CASHED OUT

     STANDARD METHOD #5 - CASHED OUT

     COMMON AREA MAINTENANCE POOL
     ----------------------------

     NONE

     CAPITAL EXPENDITURES
     -------------------

     RESERVES
     MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

     PRIMARY CLASSIFICATION CODES
     ----------------------------

     NONE

     SECONDARY CLASSIFICATION CODES
     ------------------------------

     NONE

     COST CENTERS
     ------------

     NONE

     SALES VOLUME PROFILE
     --------------------

               PERCENT OF      RELATIVE
     MONTH    ANNUAL SALES      VOLUME
     -----    ------------     --------
     JAN          8.33%           1.00
     FEB          8.33%           1.00
     MAR          8.33%           1,00
     APR          8.33%           1.00
     MAY          8.33%           1.00
     JUN          8.33%           1.00
     JUL          8.33%           1.00
     AUG          8.33%           1.00
     SEP          8.33%           1.00
     OCT          8.33%           1.00
<PAGE>

                                                                          PAGE 5

NOV          8.33%           1.00
DEC          8.33%           1.00
           -------        -------
TOTALS     100.00%          12.00

GLOBAL RECOVERIES
- -----------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- ----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    OFFICE
SQUARE FOOTAGE:         1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF    5 LEASEHOLD TENANT(S):

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

# - SUITE 1            , ARK ENVELOPE
BASE LEASE DATES:       11/1994 TO 10/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          12,600
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     4.76/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 15,929

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                          PAGE 7

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

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

# 2 - SUITE 2          , VIRGINIA DONUTS
BASE LEASE DATES:        6/1993 TO 9/2008
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          12,150
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     3.99/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF   15,929

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 3 - SUITE 3          , DILLARD
BASE LEASE DATES:       12/1991 TO 11/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          8,400
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     5.86/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:
<PAGE>

                                                                          PAGE 8

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 15,929

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%      PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      GROWTH RATE COMB
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

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

# 4 - SUITE 4         , THERAEUTICS
BASE LEASE DATES:       7/1995 TO 6/2000
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          4,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      6.04/SF/YR
THEREAFTER - GROWING AT    4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 17,653

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
<PAGE>

                                                                          PAGE 9

   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 5 - SUITE 5          , BUSINESS CONTROLS
BASE LEASE DATES:        9/1995 TO 8/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          4,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     5.78/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 17,652

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MRKR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
<PAGE>

                                                                         PAGE 10

AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                    Dabney V
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements
                                    Dabney V

Building NRA                    45,353 SF

<TABLE>
<CAPTION>
                                1994 Actual      1995 Actual      1996 Actual      1997 Budget
                              ---------------  ---------------  ---------------  ---------------
Item                           Amount  Per SF   Amount  Per SF   Amount  Per SF   Amount  Per SF
==============================================================  ===============  ===============
<S>                           <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>  
INCOME
    Gross Income              $249,833  $5.51  $245,951  $5.42  $251,875  $5.55  $258,009  $5.69
    Reimbursements                   0   0.00       711   0.02     1,351   0.03         0   0.00
                              ---------------  ---------------  ---------------  ---------------
    Total Income              $249,833  $5.51  $246,662  $5.44  $253,226  $5.58  $258,009  $5.69
                              ---------------  ---------------  ---------------  ---------------


EXPENSES
    Real Estate Taxes         $ 16,958  $0.37  $ 16,958  $0.37  $ 16,612  $0.37  $ 16,958  $0.37
    Operating Expense           21,932   0.48    47,287   1.04    18,881   0.42    22,500   0.50
    General & Administrative    20,619   0.45    10,188   0.22    19,935   0.44    12,532   0.28
    Management Fee                   0   0.00     3,176   0.07     3,569   0.08     7,712   0.17
                              ---------------  ---------------  ---------------  ---------------
    Total Expenses            $ 59,510  $1.31  $ 77,610  $1.71  $ 58,997  $1.30  $ 59,702  $1.32
                              ---------------  ---------------  ---------------  ---------------

NET OPERATING INCOME          $190,323  $4.20  $169,052  $3.73  $194,229  $4.28  $198,307  $4.37
                              ===============  ===============  ===============  ===============
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                    DABNEY 5
                            PROJECT DESIGNATOR: DAB5
                            REVISION: 6/17/97 @ 17:03
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/18/97 @ 9:05

<TABLE>
<CAPTION>
                 PRIMARY/                                    ANNUAL
                SECONDARY SQUARE LEASE LEASE OPTION  MINIMUM MINIMUM OVERAGE  CEILING BREAKPOINT               PRO RATA   % OF RENT
TENANT            CODES    FEET  BEGIN  END   #/MOS  RENT/SF  RENT      %     (000'S)   (000'S)  RECOVERIES   SHARE BASE SUBJ TO CPI
- --------------- --------- ------ ----- ----- ------  ------- ------- -------  ------- ---------- ----------   ---------- -----------
<S>                 <C>   <C>    <C>   <C>    <C>   <C>  <C>   <C>      <C>      <C>       <C> <C>              <C>       <C>
#  1-SUITE 1        -     18,000  1/93  5/03    -        5.27  94,860   -        -         -   TAX & INSURANCE  21,493
CARRIAGE HOUSE      -                               6/98 4.96  89,280
                                                    6/99 5.45  98,100

#  2-SUITE 2        -      5,400  6/97  5/02    -        6.45  34,830   -        -         -   TAX & INSURANCE  23,583
OFFICE MASTERS      -                               6/98 6.64  35,875
                                                    6/99 6.84  36,951
                                                    6/00 7.05  38,060
                                                    6/01 7.26  39,201

#  3-SUITE 3        -      4,800  6/91  7/97    -        5.71  27,408   -        -         -   TAX & INSURANCE  21,493
ALKAT ELECTRICAL    -
                                              1- 24      5.88  28,224   -        -         -   TAX & INSURANCE  23,583
                                                    8/98 6.06  29,071

#  4-SUITE 4        -      3,900  9/95  8/98    -        5.72  22,308   -        -         -   TAX & INSURANCE  21,493
ROYAL CUP\          -                               9/97 5.95  23,200

#  5                -      3,900  2/97  1/02    -        5.73  22,347   -        -         -   TAX & INSURANCE  23,583
FORSHAW             -                               2/98 5.90  23,017
                                                    2/99 6.08  23,708
                                                    2/00 6.26  24,419
                                                    2/01 6.45  25,152

#  6-SUITE 6        -      3,303  5/93  4/99    -        4.75  15,689   -        -         -   TAX & INSURANCE  21,493
BELL ATLATICOM      -                               5/98 4.89  16,160


#  7-SUITE 6        -      3,300  5/95  5/00    -        7.24  23,892   -        -         -   TAX & INSURANCE  21,493
GRAPHIC SYSTEMS     -                               6/98 7.53  24,848
                                                    6/99 7.83  25,842

#  8                -      2,750  4/96  4/01    -        5.98  16,445   -        -         -   TAX & INSURANCE  21,320
ON DEMAND           -                               5/98 6.22  17,103
                                                    5/99 6.47  17,787
                                                    5/00 6.73  18,498
                          ------
                          45,353
                          ======
</TABLE>
<PAGE>

                                    DABNEY 5
                            PROJECT DESIGNATOR: DAB5
                            REVISION: 6/17/97 @ 17:03
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:31

    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF DABNEY 5 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS

    AREA MEASURES
    -------------

    NRA
    1997 VALUE  -      45,353
    THEREAFTER  -  CONSTANT
                 
    OCCA         
    1997 VALUE  -      42,778
    1998 VALUE  -      44,053
    1999 VALUE  -      42,652
    2000 VALUE  -      44,253
    2001 VALUE  -      44,436
    2002 VALUE  -      42,253
    2003 VALUE  -      39,353
    2004 VALUE  -      45,353
    2005 VALUE  -      45,353
    2006 VALUE  -      42,552
    2007 VALUE  -      43,328
    2008 VALUE  -      44,161
    2009 VALUE  -      42,703
    2010 VALUE  -      40,403
    2011 VALUE  -      43,853
    2012 VALUE  -      45,353
    2013 VALUE  -      44,053
    2014 VALUE  -      42,652
    THEREAFTER  -  CONSTANT
                 
    GROWTH RATES 
    ------------ 
                 
    INC1         
    1997 VALUE  -         1.50
    1998 VALUE  -         3.00
    THEREAFTER  -  CONSTANT
                 
    EXP1         
    1997 VALUE  -         1.75
    1998 VALUE  -         3.50
    THEREAFTER  -  CONSTANT
                 
    3%           
    1997 VALUE  -         3.00
    THEREAFTER  -  CONSTANT
                 
    4%           
    1997 VALUE  -         4.00
    THEREAFTER  -  CONSTANT
                 
    CPI          
    1997 VALUE  -         1.75
    1998 VALUE  -         3.50
    THEREAFTER  -  CONSTANT
                 
    COMN
<PAGE>

                                                                          PAGE 2

   1997 VALUE -         6.00
   THEREAFTER -   CONSTANT

   COMR
   1997 VALUE -         2.00
   THEREAFTER -   CONSTANT

   COMB
    +30.0% OF COMN +70.0% OF COMR

   MARKET RATES
   ------------

   MKT1
   1997 VALUE -          6.35
   THEREAFTER - GROWING AT GROWTH RATE INC1

   TIRN
   1997 VALUE -          0.50
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TINW
   1997 VALUE -          2.00
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TIWA
    +70.0% OF TIRN +30.0% OF TINW

   RESR
   1997 VALUE -          0.20
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   INSE
   1997 VALUE -          0.10
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MISCELLANEOUS INCOMES
   ---------------------

   NONE

   EXPENSES
   --------

   PROPERTY TAXES    , REFERRED TO AS TAX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -       19,048
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   OPERATING EXPENSES, REFERRED TO AS OPEX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -       22,500
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   GENERAL & ADMIN   , REFERRED TO AS G&A
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -       12,500
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MANAGEMENT FEES   , REFERRED TO AS MGMT
   CHARGED AGAINST NET OPERATING INCOME
     3.00% OF EFFECTIVE GROSS INCOME

   Industrial Gross , REFERRED TO AS GRSS
   AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3

    +100.0% OF TAX     +2.0% OF OPEX

    INSURANCE            , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE      , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
    +100.0% OF TAX +100.0% OF INSE

    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    FOR ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -         2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE

    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1 - 0.000% OF TOTAL RENT

    STANDARD METHOD #2 - 0.000% OF TOTAL RENT

    STANDARD METHOD #3 - 0.000% OF TOTAL RENT

    STANDARD METHOD #4 - 0.000% OF TOTAL RENT

    STANDARD METHOD #5 - 0.000% OF TOTAL RENT

    COMMISSION PAYOUTS
    ------------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT

    ALTERATION CALCULATION
    ----------------------

    1997 VALUE  -        0.00
    1998 VALUE  -        0.00
    1999 VALUE  -        0.00
    2000 VALUE  -        0.00
    2001 VALUE  -        0.00
    2002 VALUE  -        0.00
    2003 VALUE  -        0.00
    2004 VALUE  -        0.00
    2005 VALUE  -        0.00
    2006 VALUE  -        0.00
    2007 VALUE  -        0.00
<PAGE>

                                                                          PAGE 4

     2008 VALUE -        0.00
     2009 VALUE -        0.00
     2010 VALUE -        0.00
     2011 VALUE -        0.00
     THEREAFTER - CONSTANT

     ALTERATION PAYOUTS
     ------------------

     STANDARD METHOD #1 - CASHED OUT

     STANDARD METHOD #2 - CASHED OUT

     STANDARD METHOD #3 - CASHED OUT

     STANDARD METHOD #4 - CASHED OUT

     STANDARD METHOD #5 - CASHED OUT

     COMMON AREA MAINTENANCE POOL
     ----------------------------

     NONE

     CAPITAL EXPENDITURES
     --------------------

     RESERVES
     MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

     PRIMARY CLASSIFICATION CODES
     ----------------------------

     NONE

     SECONDARY CLASSIFICATION CODES
     ------------------------------

     NONE

     COST CENTERS
     ------------

     NONE

     SALES VOLUME PROFILE
     --------------------

               PERCENT OF      RELATIVE
     MONTH    ANNUAL SALES      VOLUME
     -----    ------------     --------
     JAN          8.33%           1.00
     FEB          8.33%           1.00
     MAR          8.33%           1,00
     APR          8.33%           1.00
     MAY          8.33%           1.00
     JUN          8.33%           1.00
     JUL          8.33%           1.00
     AUG          8.33%           1.00
     SEP          8.33%           1.00
     OCT          8.33%           1.00
<PAGE>

                                                                          PAGE 5

NOV          8.33%           1.00
DEC          8.33%           1.00
           -------        -------
TOTALS     100.00%          12.00

GLOBAL RECOVERIES
- -----------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- ----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:    OFFICE
SQUARE FOOTAGE:         1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF    8 LEASEHOLD TENANT(S):

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

# 1 - SUITE 1            , CARRIAGE HOUSE
BASE LEASE DATES:          1/1993 TO 5/2003
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            18,000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      5.27/SF/YR
CHANGING TO  -      4.96/SF/YR ON 5/1998
CHANGING TO  -      5.45/SF/YR ON 5/1999

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,493

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                          PAGE 7

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

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

# 2 - SUITE 2           , OFFICE MASTERS
BASE LEASE DATES:         6/1997 TO 5/2002
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           5,400
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      6.45/SF/YR
THEREAFTER - GROWING AT   3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

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

# 3 - SUITE 3           , ALKAT ELECTRICAL
BASE LEASE DATES:         6/1991 TO 7/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           4,800
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     5.71/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:
<PAGE>

                                                                          PAGE 8

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,493

COMMISSIONS: NONE

ALTERATIONS: NONE

OPTION 1 DATES:   8/1997 TO 7/1999
SQUARE FOOTAGE:   4,800

MINIMUM RENT:
1998 VALUE -      5.88/SF/YR
THEREAFTER - GROWING AT       3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:    GROWTH RATE COMR
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE TIRN
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 4 - SUITE 4           , ROYAL CUP\
BASE LEASE DATES:         9/1995 TO 8/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           3,900
<PAGE>

                                                                          PAGE 9

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.72/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,493

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 5 - FORSHAW
BASE LEASE DATES:        2/1997 TO 1/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,900
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    5.73/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR
<PAGE>

                                                                         PAGE 10

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 6 - SUITE 6          , BELL ATLATICOM
BASE LEASE DATES:        5/1993 TO 4/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          3,303
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     4.75/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,493

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM
<PAGE>

                                                                         PAGE 11

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 7 - SUITE 6         , GRAPHIC SYSTEMS
BASE LEASE DATES:       5/1995 TO 5/2000
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          3,300
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      7.24/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,493

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES
   3        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                         PAGE 12

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

# 8 - ON DEMAND
BASE LEASE DATES.         4/1996 TO 4/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.98/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,320

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        7.00          4     NONE        NONE         YES           YES
   2        7.00          4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                    Dabney VI
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements

                                   Dabney VI

<TABLE>
<CAPTION>
Building NRA                       50,400 SF

                                  1994 Actual        1995 Actual       1996 Actual           1997 Budget 
                              -----------------   -----------------   -----------------   -----------------
Item                          Amount     Per SF   Amount     Per SF   Amount     Per SF   Amount     Per SF      
=================================================================================================================
<S>                           <C>        <C>      <C>        <C>      <C>        <C>      <C>        <C>         
INCOME                                                                                                           
  Gross Income                $221,744   $ 4.40   $197,513   $ 3.92   $188,962   $ 3.75   $250,629   $ 4.97      
  Reimbursements                     0     0.00          0     0.00          0     0.00          0     0.00      
                              -----------------   -----------------   -----------------   -----------------      
  Total Income                $221,744   $ 4.40   $197,513   $ 3.92   $188,962   $ 3.75   $250,629   $ 4.97      
                              -----------------   -----------------   -----------------   -----------------      
                                                                                                                 
EXPENSES                                                                                                         
  Real Estate Taxes           $ 11,964   $ 0.24   $ 11,964   $ 0.24   $ 11,720   $ 0.23   $ 11,962   $ 0.24      
  Operating Expense              6,720     0.13     25,743     0.51     15,733     0.31     13,554     0.27      
  General & Administrative      15,892     0.32      4,905     0.10     12,010     0.24     20,073     0.40      
  Management Fee                     0     0.00      1,927     0.04      2,835     0.06      7,495     0.15      
                              -----------------   -----------------   -----------------   -----------------      
  Total Expenses              $ 34,576   $ 0.69   $ 44,539   $ 0.88   $ 42,298   $ 0.84   $ 53,084   $ 1.05      
                              -----------------   -----------------   -----------------   -----------------      
                                                                                                                 
NET OPERATING INCOME          $187,168   $ 3.71   $152,975   $ 3.04   $146,664   $ 2.91   $197,545   $ 3.92      
                              =================   =================   =================   =================      
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Note: A single tenant occupying the entire building rolled in late-1995 which
contributes to the lower 1995 and 1996 income figures.
<PAGE>

                                    DABNEY 6
                            PROJECT DESIGNATOR: DAB6
                            REVISION: 6/17/97 @ 17:15
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/18/97 @ 9:05

<TABLE>
<CAPTION>

               PRIMARY/                                         ANNUAL                                                     % OF RENT
              SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM    MINIMUM OVERAGE CEILING BREAKPOINT                 PRO RATA   SUBJ
  TENANT        CODES    FEET   BEGIN  END  #/MOS   RENT/SF     RENT      %    (000'S)  (000'S)    RECOVERIES    SHARE BASE TO CPI
- ------------- --------- ------- ----- ----- ----- -----------  ------- ------- ------- --------- --------------- ---------- -------
<S>               <C>    <C>     <C>   <C>    <C>        <C>   <C>       <C>      <C>     <C>    <C>               <C>   
#  1-SUITE 1      -      16,800  3/96  2/01   -          4.63  77,784    -        -       -      TAX & INSURANCE   16,881
KAP               -                               3/98   4.77  80,118
                                                  3/99   4.91  82,521
                                                  3/00   5.06  84,997

#  2-SUITE 2      -      12,600  2/97  2/02   -          4.50  56,700    -        -       -      TAX & INSURANCE   20,618
CORT FURNITURE    -                               3/98   4.64  58,401
                                                  3/99   4.77  60,153
                                                  3/00   4.92  61,958
                                                  3/01   5.06  63,816

#  3-SUITE 3      -      12,600  8/96  7/01   -          5.25  66,150    -        -       -      TAX & INSURANCE   16,881
WEST HOME         -                               8/97   5.41  68,135
                                                  8/98   5.57  70,179
                                                  8/99   5.74  72,284
                                                  8/00   5.91  74,452

#  4-SUITE 4      -      8,400  6/96   5/01   -          5.87  49,308    -        -       -      TAX & INSURANCE   16,881
GOODALL           -                               6/98   6.05  50,787
                                                  6/99   6.23  52,311
                                                  6/00   6.41  53,880
                         ------
                         50,400                         
                         ======                        
</TABLE>
<PAGE>

                                                            
                                    DABNEY 6
                            PROJECT DESIGNATOR: DAB6
                            REVISION: 6/17/97 @ 17:15
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:32


    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF DABNEY 6 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS


    AREA MEASURES
    -------------

    NRA
    1997 VALUE -   50,400
    THEREAFTER - CONSTANT

    OCCA
    1997 VALUE -   49,350
    1998 VALUE -   50,400
    1999 VALUE -   5O,400
    2000 VALUE -   50,400
    2001 VALUE -   37,800
    2002 VALUE -   46,200
    2003 VALUE -   5O,400
    2004 VALUE -   50,400
    2005 VALUE -   50,400
    2006 VALUE -   5O,400
    2007 VALUE -   50,400
    2008 VALUE -   41,650
    2009 VALUE -   42,350
    2010 VALUE -   50,400
    2011 VALUE -   5O,400
    2012 VALUE -   50,400
    2013 VALUE -   50,400
    2014 VALUE -   50,400
    THEREAFTER - CONSTANT

    GROWTH RATES
    ------------

    INC1
    1997 VALUE -     1.50
    1998 VALUE -     3.00
    THEREAFTER - CONSTANT

    EXP1
    1997 VALUE -     1.75
    1998 VALUE -     3.50
    THEREAFTER - CONSTANT

    1997 VALUE -     3.00
    THEREAFTER - CONSTANT

    4%
    1997 VALUE -     4.00
    THEREAFTER - CONSTANT

    CPI
    1997 VALUE -     1.75
    1998 VALUE -     3.50
    THEREAFTER - CONSTANT

    COMN
<PAGE>

                                                                          PAGE 2


    1997 VALUE -     6.00
    THEREAFTER - CONSTANT

    COMR
    1997 VALUE -     2.00
    THEREAFTER - CONSTANT

    COMB
     +30.O% OF COMN +70.0% OF COMR


     MARKET RATES
     ------------
 
    MKT1
    1997 VALUE -      5.40
    THEREAFTER - GROWING AT GROWTH RATE INC1
 
    TIRN
    1997 VALUE -      0.50
    THEREAFTER - GROWING AT GROWTH RATE EXP1
 
    TINW
    1997 VALUE -      2.00
    THEREAFTER - GROWING AT GROWTH RATE EXP1
 
    TIWA
     +70.0% OF TIRN +30.0% OF TINW
 
    RESR
    1997 VALUE -      0.20
    THEREAFTER - GROWING AT GROWTH RATE EXP1
 
    INSE
    1997 VALUE -      0.10
    THEREAFTER - GROWING AT GROWTH RATE EXP1
 
 
    MISCELLANEOUS INCOMES
    ---------------------
 
    NONE
 
 
    EXPENSES
    --------
 
    REAL ESTATE TAXES  , REFERRED TO AS TAX
    CHARGED AGAINST NET OPERATING INCOME
    1997 VALUE -     15,578
    THEREAFTER - GROWING AT GROWTH RATE EXP1
 
    OPERATING EX       , REFERRED TO AS OPEX
    CHARGED AGAINST NET OPERATING INCOME
    1997 VALUE -     15,000
    THEREAFTER - GROWING AT GROWTH RATE EXP1
 
    G&A EXPENSES       , REFERRED TO AS G&A
    CHARGED AGAINST NET OPERATING INCOME
    1997 VALUE -     12,000
    THEREAFTER - GROWING AT GROWTH RATE EXP1
 
    MANAGEMENT FEES    , REFERRED TO AS MGMT
    CHARGED AGAINST NET OPERATING INCOME
      3.00% OF EFFECTIVE GROSS INCOME

    Industrial Gross   , REFERRED TO AS GRSS
    AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3


     +100.0% OF TAX +2.0% OF OPEX

   INSURANCE          , REFERRED TO AS INSE
   AN INFORMATIONAL EXPENSE
   MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

   TAX & INSURANCE    , REFERRED TO AS TX&I
   AN INFORMATIONAL EXPENSE
    +100.0% OF TAX +100.0% OF INSE

   VACANCY ALLOWANCE
   -----------------

   PERCENTAGE OF POTENTIAL GROSS INCOME
   FOR ALL TENANTS SUBJECT TO VACANCY
   1997 VALUE -            2.00
   THEREAFTER - CONSTANT

   MANAGEMENT FEE
   --------------

   NONE

   COMMISSION CALCULATIONS
   -----------------------
 
   STANDARD METHOD #1 -    0.000% OF TOTAL RENT

   STANDARD METHOD #2 -    0.000% OF TOTAL RENT

   STANDARD METHOD #3 -    0.000% OF TOTAL RENT

   STANDARD METHOD #4 -    0.000% OF TOTAL RENT

   STANDARD METHOD #5 -    0.000% OF TOTAL RENT

   
   COMMISSION PAYOUTS
   ------------------

   STANDARD METHOD #1 - CASHED OUT

   STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

   STANDARD METHOD #3 - CASHED OUT

   STANDARD METHOD #4 - CASHED OUT

   STANDARD METHOD #5 - CASHED OUT


   ALTERATION CALCULATION
   ----------------------

   1997 VALUE -      0.00 
   1998 VALUE -      0.00 
   1999 VALUE -      0.00 
   2000 VALUE -      0.00 
   2001 VALUE -      0.00 
   2002 VALUE -      0.00 
   2003 VALUE -      0.00 
   2004 VALUE -      0.00 
   2005 VALUE -      0.00 
   2006 VALUE -      0.00 
   2007 VALUE -      0.00 
<PAGE>

                                                                          PAGE 4

   2008 VALUE -      0.00
   2009 VALUE -      0.00
   2010 VALUE -      0.00
   2011 VALUE -      0.00
   THEREAFTER - CONSTANT


   ALTERATION  PAYOUTS
   -------------------

   STANDARD METHOD #1 - CASHED OUT

   STANDARD METHOD #2 - CASHED OUT

   STANDARD METHOD #3 - CASHED OUT

   STANDARD METHOD #4 - CASHED OUT

   STANDARD METHOD #5 - CASHED OUT


   COMMON AREA MAINTENANCE POOL
   ----------------------------

   NONE


   CAPITAL EXPENDITURES
   --------------------

   RESERVES
   MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA


   PRIMARY CLASSIFICATION CODES
   ---------------------------

   NONE


   SECONDARY CLASSIFICATION CODES
   ------------------------------

   NONE


   COST CENTERS
   ------------

   NONE


   SALES VOLUME PROFILE
   --------------------

             PERCENT OF        RELATIVE
   MONTH    ANNUAL SALES         VOLUME
   -----    ------------       --------
   JAN          8.33%              1.00
   FEB          8.33%              1.00
   MAR          8.33%              1.00
   APR          8.33%              1.00
   MAY          8.33%              1.00
   JUN          8.33%              1.00
   JUL          8.33%              1.00
   AUG          8.33%              1.00
   SEP          8.33%              1.00
   OCT          8.33%              1.00
<PAGE>

                                                                          PAGE 5


   NOV          6.33%             1.00
   DEC          8.33%             1.00
              -------          -------
   TOTALS     100.00%            12.00

   GLOBAL  RECOVERIES
   -----------------

   Industrial Gross  , REFERRED TO AS INGR
   PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


   TENANT PROLOGUE
   ---------------

   MINIMUM RENTS:
   SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
   MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

   SALES VOLUMES AND BREAKPOINTS:
   SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
   MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

   RENEWAL RENTS ARE COMPOUNDED ANNUALLY
   RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

   REFERENCE TENANTS
   -----------------

   THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

   # 1 - reference3
   BASE LEASE DATES:        1/1996 TO 12/2005
   TYPE OF TENANT:          OFFICE
   SQUARE FOOTAGE:               1
   NOT SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   INITIAL RENT -      0.00/SF/YR

   RECOVERIES: NONE

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6


   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:   GROWTH RATE COMB
   RENEWAL PAYOUT:        CASHED OUT

   RENEWAL ALTERATIONS:   MARKET RATE TIWA
   RENEWAL PAYOUT:        CASHED OUT


   TENANTS
   -------

   THERE ARE A TOTAL OF 4 LEASEHOLD TENANT(S):

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

   # 1 - SUITE 1          , KAP
   BASE LEASE DATES:        3/1996 TO 2/2001
   TYPE OF TENANT:          OFFICE
   SQUARE FOOTAGE:          16,800
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE -     4.63/SF/YR
   THEREAFTER - GROWING AT GROWTH RATE 3%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE AMOUNT OF 16,881

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:    GROWTH RATE COMB
   RENEWAL PAYOUT:         CASHED OUT
<PAGE>

                                                                          PAGE 7


    RENEWAL ALTERATIONS: MARKET RATE TIWA
    RENEWAL PAYOUT:          CASHED OUT

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

    # 2 - SUITE 2            CORT FURNITURE
    BASE LEASE DATES:        2/1997 TO 2/2002
    TYPE OF TENANT:          OFFICE
    SQUARE FOOTAGE:          12,600
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE -  4.50/SF/YR
    THEREAFTER - GROWING AT 3.00%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:     GROWTH RATE COMB
    RENEWAL PAYOUT:          CASHED OUT

    RENEWAL ALTERATIONS:     MARKET RATE TIWA
    RENEWAL PAYOUT:          CASHED OUT

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

    # 3 - SUITE 3            WEST HOME
    BASE LEASE DATES:        8/1996 TO 7/2001
    TYPE OF TENANT:          OFFICE
    SQUARE FOOTAGE:          12,600
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1999 VALUE -    5.25/SF/YR
    THEREAFTER - GROWING AT 3.00%

    RECOVERIES:
<PAGE>

                                                                          PAGE 8


    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE AMOUNT OF    16,881

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:   GROWTH RATE COMB
    RENEWAL PAYOUT:        CASHED OUT

    RENEWAL ALTERATIONS:   MARKET RATE TIWA
    RENEWAL PAYOUT:        CASHED OUT

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

    # 4 - SUITE 4           , GOODALL
    BASE LEASE DATES:         6/1996 TO 5/2001
    TYPE OF TENANT:           OFFICE
    SQUARE FOOTAGE:           8,400
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE -      5.87/SF/YR
    THEREAFTER - GROWING AT 3.00%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE AMOUNT OF    16,881

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
<PAGE>

                                                                          PAGE 9


     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:  GROWTH RATE COMB
   RENEWAL PAYOUT:       CASHED OUT

   RENEWAL ALTERATIONS:  MARKET RATE TIWA
   RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================


                                   Dabney VII
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements

                                   Dabney VII

Building NRA                        33,149 SF

<TABLE>
<CAPTION>

                                   1994 Actual               1995 Actual             1996 Actual                 1997 Budget
                             -----------------------  -----------------------  ------------------------   -------------------------
Item                          Amount          Per SF  Amount           Per SF  Amount            Per SF   Amount             Per SF
=============================================================================  ========================   =========================
<S>                          <C>              <C>     <C>              <C>     <C>               <C>       <C>               <C>   
INCOME
   Gross Income              $     252,482    $ 7.62  $     207,950    $ 6.27  $      236,149    $ 7.12    $      234,420    $ 7.07
   Reimbursements                        0      0.00          1,967      0.06           3,740      0.11                 0      0.00
                             -----------------------  -----------------------  ------------------------    ------------------------
   Total Income              $     252,482    $ 7.62  $     209,917    $ 6.33  $      239,889    $ 7.24    $      234,420    $ 7.07
                             -----------------------  -----------------------  ------------------------    ------------------------

EXPENSES
   Real Estate Taxes         $      12,859    $ 0.39  $      13,318    $ 0.40  $       13,046    $ 0.39    $       13,318    $ 0.40
   Operating Expense                17,862      0.54         28,129      0.85          23,339      0.70            22,776      0.69
   General & Administrative         25,869      0.78          9,890      0.30           9,897      0.30            12,373      0.37
   Management Fee                        0      0.00          2,448      0.07           3,467      0.10             7,008      0.21
                             -----------------------  -----------------------  ------------------------    ------------------------
   Total Expenses            $      56,589    $ 1.71  $      53,786    $ 1.62  $       49,749    $ 1.50    $       55,475    $ 1.67
                             -----------------------  -----------------------  ------------------------    ------------------------
NET OPERATING INCOME         $     195,894    $ 5.91  $     156,132    $ 4.71  $      190,140    $ 5.74    $      178,945    $ 5.40
                             =======================  =======================  ========================    ========================
===================================================================================================================================
</TABLE>

Note: Two units comprising 4,903 square feet, Al5(14.8 percent of the building)
      rolled in 1995 which contributes to the lower 1995 income figures.
<PAGE>

                                                              DABNEY 7
                                                      PROJECT DESIGNATOR: DAB7
                                                      REVISION: 6/11/97 @ 12:12
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS
                                                           6/11/97 @ 12:21


<TABLE>
<CAPTION>

               PRIMARY/                                         ANNUAL                                                     % OF RENT
              SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM    MINIMUM OVERAGE CEILING BREAKPOINT                 PRO RATA   SUBJ
  TENANT        CODES    FEET   BEGIN  END  #/MOS   RENT/SF     RENT      %    (000'S)  (000'S)    RECOVERIES    SHARE BASE TO CPI
- ------------- --------- ------- ----- ----- ----- -----------  ------- ------- ------- --------- --------------- ---------- -------
<S>                <C>   <C>    <C>   <C>     <C> <C>   <C>     <C>       <C>     <C>     <C>    <C>              <C>
#  1               -     9,136  10/88 11/06   -         6.68    61,028    -       -       -      TAX & INSURANCE  11,480
Delmar Communicati -                              12/97 6.88    62,859
                                                  12/98 7.09    64,745
                                                  12/99 7.30    66,687
                                                  12/00 7.52    68,688
                                                  12/01 7.74    70,749
                                                  12/02 7.98    72,871
                                                  12/03 8.22    75,057
                                                  12/04 8.46    77,309
                                                  12/05 8.72    79,628

#  2               -     6,530  3/93 12/99    -         8.22    53,677    -       -       -      TAX & INSURANCE  15,983
Combined Technolog -                               1/98 8.47    55,287
                                                   1/99 8.72    56,946

#  3  .            -     4,800  8/91  8/01    -         5.06    24,288    -       -       -      TAX & INSURANCE  15,983
Suitable for Frame -                               9/97 5.21    25,017
                                                   9/98 5.37    25,767
                                                   9/99 5.53    26,540
                                                   9/00 5.70    27,336

#  4               -     4,580  11/94 3/02    -         6.32    28,946    -       -       -      TAX & INSURANCE  15,573
Canning Corp       -                               4/98 6.51    29,814
                                                   4/99 6.70    30,708
                                                   4/00 6.91    31,630
                                                   4/01 7.11    32,579

#  5               -     2,503  8/95  7/00    -         7.60    19,023    -       -       -      TAX & INSURANCE  16,633
Xerox              -                               8/97 7.90    19,784
                                                   8/98 8.22    20,575
                                                   8/99 8.55    21,398

#  6               -     2,400  5/94  8/04    -         7.43    17,832    -       -       -      TAX & INSURANCE  15,983
Pharmaco           -                               9/97 7.65    18,367
                                                   9/98 7.88    18,918
                                                   9/99 8.12    19,486
                                                   9/00 8.36    20,070
                                                   9/01 8.61    20,672
                                                   9/02 8.87    21,292
                                                   9/03 9.14    21,931

#  7               -      2,400 3/96  8/04    -         7.65    18,360    -       -       -      TAX & INSURANCE  16,361
Pharmaco Internati -                               9/97 7.88    18,911
<PAGE>

<CAPTION>

                                                   9/98  8.12    19,478
                                                   9/99  8.36    20,062
                                                   9/00  8.61    20,664
                                                   9/01  8.87    21,284
                                                   9/02  9.13    21,923
                                                   9/03  9.41    22,580

#  8               -      800   9/93  4/04     -        10.50     8,400    -       -       -     TAX & INSURANCE  15,983
Pharmaco                                           5/98 10.81     8,652
                                                   5/99 11.14     8,912
                                                   5/co 11.47     9,179
                                                   5/01 11.82     9,454
                                                   5/02 12.17     9,738
                                                   5/03 12.54    10,030
                        -------

<CAPTION>

                                                                                                                             PAGE 2

               PRIMARY/                                         ANNUAL                                                    % OF RENT
              SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM    MINIMUM OVERAGE CEILING BREAKPOINT                 PRO RATA   SUBJ
  TENANT        CODES    FEET   BEGIN  END  #/MOS   RENT/SF     RENT      %    (000'S)  (000'S)    RECOVERIES    SHARE BASE TO CPI
- ------------- --------- ------- ----- ----- ----- -----------  ------- ------- ------- --------- --------------- ---------- -------
<S>               <C>   <C>     <C>   <C>    <C>  <C>   <C>     <C>      <C>     <C>     <C>     <C>             <C>         <C>
                         33,149
                        =======
</TABLE>
<PAGE>

                                    DABNEY 7
                            PROJECT DESIGNATOR: DAB7
                            REVISION: 6/17/97 @ 14:05
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 14:05



    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF DABNEY 7 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS


    AREA MEASURES
    -------------

    NRA
    1997 VALUE -       33,149
    THEREAFTER - CONSTANT

    OCCA
    1997 VALUE -       33,149
    1998 VALUE -       33,149
    1999 VALUE -       33,149
    2000 VALUE -       30,138
    2001 VALUE -       31,549
    2002 VALUE -       31,622
    2003 VALUE -       33,149
    2004 VALUE -       31,282
    2005 VALUE -       33,149
    2006 VALUE -       32,388
    2007 VALUE -       28,480
    2008 VALUE -       32,523
    2009 VALUE -       30,022
    2010 VALUE -       33,149
    2011 VALUE -       32,882
    2012 VALUE -       31,549
    2013 VALUE -       33,149
    2014 VALUE -       27,927
    THEREAFTER - CONSTANT


    GROWTH RATES
    ------------

    INC1
    1997 VALUE -         1.50
    1998 VALUE -         3.00
    THEREAFTER - CONSTANT

    EXP1
    1997 VALUE -         1.75
    1998 VALUE -         3.50
    THEREAFTER - CONSTANT

    3%
    1997 VALUE -         3.00
    THEREAFTER - CONSTANT

    4%
    1997 VALUE -         4.00
    THEREAFTER - CONSTANT

    CPI
    1997 VALUE -         1.75
    1998 VALUE -         3.50
    THEREAFTER - CONSTANT

    COMN
<PAGE>

                                                                          PAGE 2


    1997 VALUE -         6.00
    THEREAFTER - CONSTANT

    COMR
    1997 VALUE -         2.00
    THEREAFTER - CONSTANT

    COMB
     +30.0% OF COMN +70.0% OF COMR


    MARKET RATES
    ------------

    MKT1
    1997 VALUE -         7.30
    THEREAFTER - GROWING AT GROWTH RATE INC1

    TIRN
    1997 VALUE -         0.50
    THEREAFTER - GROWING AT GROWTH RATE EXP1

    TINW
    1997 VALUE -         2.00
    THEREAFTER - GROWING AT GROWTH RATE EXP1

    TIWA
     +70.0% OF TIRN +30.0% OF TINW

    RESR
    1997 VALUE -         0.20
    THEREAFTER - GROWING AT GROWTH RATE EXP1

    INSE
    1997 VALUE -       0.10
    THEREAFTER - GROWING AT GROWTH RATE EXP1


    MISCELLANEOUS INCOMES
    ---------------------

    NONE


    EXPENSES
    --------

    PROPERTY TAXES      , REFERRED TO AS TAX
    CHARGED AGAINST NET OPERATING INCOME
    1997 VALUE -    14,397
    THEREAFTER - GROWING AT GROWTH RATE EXP1

    OPERATING EXPENSES, REFERRED TO AS OPEX
    CHARGED AGAINST NET OPERATING INCOME
    1997 VALUE -    23,000
    THEREAFTER - GROWING AT GROWTH RATE EXP1

    G&A EXPENSES        , REFERRED TO AS G&A
    CHARGED AGAINST NET OPERATING INCOME
    1997 VALUE -    12,000
    THEREAFTER GROWING AT GROWTH RATE EXP1

    MANAGEMENT FEES     , REFERRED TO AS MGMT
    CHARGED AGAINST NET OPERATING INCOME
     3.00% OF EFFECTIVE GROSS INCOME

    Industrial Gross    , REFERRED TO AS GRSS
    AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3


     +100.0% OF TAX +2.0% OF OPEX

    INSURANCE           , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE     , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
     +100.0% OF TAX +100.O% OF INSE

    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -             2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE 


    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1 -    0.000% OF TOTAL RENT

    STANDARD METHOD #2 -    0.000% OF TOTAL RENT

    STANDARD METHOD #3 -    0.000% OF TOTAL RENT

    STANDARD METHOD #4 -    0.000% OF TOTAL RENT

    STANDARD METHOD #5 -    0.000% OF TOTAL RENT


    COMMISSION PAYOUTS
    ------------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD $5 - CASHED OUT


    ALTERATION CALCULATION
    ----------------------

    1997 VALUE -         0.00
    1998 VALUE -         0.00
    1999 VALUE -         0.00
    2000 VALUE -         0.00
    2001 VALUE -         0.00
    2002 VALUE -         0.00
    2003 VALUE -         0.00
    2004 VALUE -         0.00
    2005 VALUE -         0.00
    2006 VALUE -         0.00
    2007 VALUE -         0.00
<PAGE>

                                                                          PAGE 4


    2008 VALUE -         0.00
    2009 VALUE -         0.00
    2010 VALUE -         0.00
    2011 VALUE -         0.00
    THEREAFTER - CONSTANT

   ALTERATION PAYOUTS
   ------------------

   STANDARD METHOD #1 - CASHED OUT

   STANDARD METHOD #2 - CASHED OUT

   STANDARD METHOD #3 - CASHED OUT

   STANDARD METHOD #4 - CASHED OUT

   STANDARD METHOD #5 - CASHED OUT

   COMMON AREA MAINTENANCE POOL
   ----------------------------

   NONE

   CAPITAL EXPENDITURES
   --------------------

   RESERVES
   MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

   PRIMARY CLASSIFICATION CODES
   ----------------------------

   NONE

   SECONDARY CLASSIFICATION CODES
   ------------------------------

   NONE

   COST CENTERS
   ------------

   NONE

   SALES VOLUME PROFILE
   --------------------

                PERCENT OF       RELATIVE
   MONTH       ANNUAL SALES       VOLUME
   -----       ------------      --------
    JAN            8.33%             1.00
    FEB            8.33%             1.00
    MAR            8.33%             1.00
    APR            8.33%             1.00
    MAY            8.33%             1.00
    JUN            8.33%             1.00
    JUL            8.33%             1.00
    AUG            8.33%             1.00
    SEP            8.33%             1.00
    OCT            8.33%             1.00
<PAGE>

                                                                          PAGE 5


    NOV            8.33%             1.00
    DEC            8.33%             1.00
                 -------         -------
    TOTALS       100.00%            12.00


    GLOBAL RECOVERIES
    -----------------

    Industrial Gross  , REFERRED TO AS INGR
    PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


    TENANT PROLOGUE
    ---------------

    MINIMUM RENTS:
    SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
    MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

    SALES VOLUMES AND BREAKPOINTS:
    SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
    MARKET PATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

    RENEWAL RENTS ARE COMPOUNDED ANNUALLY
    RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


    REFERENCE TENANTS
    -----------------

    THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

    #  1 - reference3
    BASE LEASE DATES:       1/1996 TO 12/2005
    TYPE OF TENANT:         OFFICE
    SQUARE FOOTAGE:              1
    NOT SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    INITIAL RENT -    0.00/SF/YR

    RECOVERIES: NONE

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

     RENEWAL MINIMUM RENT:
     MARKET RATE MKT1 MULTIPLIED BY 1.000
     INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

     RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6


     TAX & INSURANCE
     PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
     PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
     CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
     WITH NO CAP 
     AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

     RENEWAL COMMISSIONS:    GROWTH RATE COMB
     RENEWAL PAYOUT:         CASHED OUT

     RENEWAL ALTERATIONS:    MARKET RATE TIWA
     RENEWAL PAYOUT:         CASHED OUT


     TENANTS
     -------

     THERE ARE A TOTAL OF 8 LEASEHOLD TENANT(S):

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

     #  1 - Delmar Communicati
     BASE LEASE DATES:         10/1988 TO 11/2006
     TYPE OF TENANT:           OFFICE
     SQUARE FOOTAGE:           9,136
     SUBJECT TO VACANCY ALLOWANCE

     MINIMUM RENT:
     1998 VALUE       6.68/SF/YR
     THEREAFTER GROWING AT 3.00%

     RECOVERIES:

     TAX & INSURANCE
     PRO RATA SHARE RECOVERY OF EXPENSE TX&I
     PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
     CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
     WITH NO CAP
     AND A BASE AMOUNT OF    11,480

     COMMISSIONS: NONE

     NONE

     SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

     RENEWAL MINIMUM RENT:
     MARKET RATE MKT1 MULTIPLIED BY 1.000
     INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

     RENEWAL RECOVERIES:

     TAX & INSURANCE
     PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
     PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
     CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
     WITH NO CAP 
     AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

     RENEWAL COMMISSIONS:  GROWTH RATE COMB
     RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                          PAGE 7


   RENEWAL ALTERATIONS:    MARKET RATE TIWA
   RENEWAL PAYOUT:         CASHED OUT

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

   #   2 - Combined Technology
   BASE LEASE DATES:         3/1993 TO 12/1999
   TYPE OF TENANT:           OFFICE
   SQUARE FOOTAGE:           6,530
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE -      8.22/SF/YR
   THEREAFTER - GROWING AT 3.00%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP 
   AND A BASE AMOUNT OF 15,983

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES
     3       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH PATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:    GROWTH RATE COMB
   RENEWAL PAYOUT:         CASHED OUT

   RENEWAL ALTERATIONS:    MARKET RATE TIWA
   RENEWAL PAYOUT:         CASHED OUT

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

   # 3 - Suitable for Frame
   BASE LEASE DATES:         8/1991 TO 8/2001
   TYPE OF TENANT:           OFFICE
   SQUARE FOOTAGE:           4,800
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE        5.06/SF/YR
   THEREAFTER GROWING AT 3.00%
<PAGE>

                                                                          PAGE 8


   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE AMOUNT OF    15,983

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:   GROWTH RATE COMB
   RENEWAL PAYOUT:        CASHED OUT

   RENEWAL ALTERATIONS:   MARKET RATE TIWA
   RENEWAL PAYOUT:        CASHED OUT

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

   # 4 - Canning Corp
   BASE LEASE DATES:      11/1994 TO 3/2002
   TYPE OF TENANT:        OFFICE
   SQUARE FOOTAGE:         4,580
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE -      6.32/SF/YR
   THEREAFTER - GROWING AT 3.00%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE AMOUNT OF    15,573

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:
<PAGE>

                                                                          PAGE 9


            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:    GROWTH RATE COMB
    RENEWAL PAYOUT:         CASHED OUT

    RENEWAL ALTERATIONS:    MARKET RATE TIWA
    RENEWAL PAYOUT:         CASHED OUT

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

    #  5 - Xerox
    BASE LEASE DATES:       8/1995 TO 7/2000
    TYPE OF TENANT:         OFFICE
    SQUARE FOOTAGE:         2,503
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE      7.60/SF/YR
    THEREAFTER GROWING AT 4.00%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP
    AND A BASE AMOUNT OF    16,633

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES
     3       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
<PAGE>

                                                                         PAGE 10


   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:  GROWTH RATE COMB
   RENEWAL PAYOUT:       CASHED OUT

   RENEWAL ALTERATIONS:  MARKET RATE TIWA
   RENEWAL PAYOUT:       CASHED OUT

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

   # 6 - Pharmaco
   BASE LEASE DATES:     5/1994 TO 8/2004
   TYPE OF TENANT:       OFFICE
   SQUARE FOOTAGE:       2,400
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE -      7.43/SF/YR
   THEREAFTER - GROWING AT 3.00%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE AMOUNT OF    15,983

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1,000
   INCREASING AT GROWTH PATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:  GROWTH RATE COMB
   RENEWAL PAYOUT:       CASHED OUT

   RENEWAL ALTERATIONS:  MARKET RATE TIWA
   RENEWAL PAYOUT:       CASHED OUT

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

   # 7 -  Pharmaco Internati
   BASE LEASE DATES:     3/1996 TO 8/2004
   TYPE OF TENANT:       OFFICE
   SQUARE FOOTAGE:       2,400
<PAGE>

                                                                         PAGE 11


   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE -      7.65/SF/YR
   THEREAFTER - GROWING AT 3.00%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP 
   AND A BASE AMOUNT OF    16,361

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:    GROWTH RATE COMB
   RENEWAL PAYOUT:         CASHED OUT

   RENEWAL ALTERATIONS:    MARKET RATE TIWA
   RENEWAL PAYOUT:         CASHED OUT

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

   # 8 - Pharmaco
   BASE LEASE DATES:        9/1993 TO 4/2004
   TYPE OF TENANT:          OFFICE
   SQUARE FOOTAGE:             800
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE -    10.50/SF/YR
   THEREAFTER - GROWING AT 3.00%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP
   AND A BASE AMOUNT OF    15,983

   C0MMISSIONS: NONE
<PAGE>

                                                                         PAGE 12


   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:    GROWTH RATE COMB
   RENEWAL PAYOUT:         CASHED OUT

   RENEWAL ALTERATIONS:    MARKET RATE TIWA
   RENEWAL PAYOUT:         CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================


                                   Dabney VIII
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements

                                   Dabney VIII

Building NRA                 29,700 SF

<TABLE>
<CAPTION>

                                   1994 Actual               1995 Actual             1996 Actual                 1997 Budget
                             -----------------------  -----------------------  ------------------------   -------------------------
Item                          Amount          Per SF  Amount           Per SF  Amount            Per SF   Amount             Per SF
=============================================================================  ========================   =========================
<S>                          <C>              <C>     <C>              <C>     <C>               <C>       <C>               <C>   
INCOME
    Gross Income             $     199,571   $  6.72   $    177,245   $  5.97  $      177,677   $  5.98    $      130,362  $  4.39
    Reimbursements                       0      0.00              0      0.00           3,731      0.13                 0     0.00
                             -----------------------  -----------------------  ------------------------    ------------------------
    Total Income             $     199,571   $  6.72   $    177,245   $  5.97  $      181,408   $  6.11    $      130,362  $  4.39
                             -----------------------  -----------------------  ------------------------    ------------------------

EXPENSES
    Real Estate Taxes        $       9,948   $  0.33   $      9,948   $  0.33  $        9,745   $  0.33    $       10,448  $  0.35
    Operating Expense               13,856      0.47         21,080      0.71          20,415      0.69            21,149     0.71
    General & Administrative        13,174      0.44          7,957      0.27           7,560      0.25             6,890     0.23
    Management Fee                       0      0.00          1,698      0.06           2,630      0.09             3,086     0.10
                             -----------------------  -----------------------  ------------------------    ------------------------
    Total Expenses           $      36,977   $  1.25   $     40,683   $  1.37  $       40,350   $  1.36    $       41,573  $  1.40
                             -----------------------  -----------------------  ------------------------    ------------------------
NET OPERATING INCOME         $     162,593   $  5.47   $    136,562   $  4.60  $      141,058   $  4.75    $       88,789  $  2.99
                             =======================  =======================  ========================    ========================
===================================================================================================================================

</TABLE>
<PAGE>

                                                              DABNET 8
                                                      PROJECT DESIGNATOR: DAB8
                                                      REVISION: 6/17/97 @ 17:58
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS
                                                           6/18/97 @ 9:05

<TABLE>
<CAPTION>

               PRIMARY/                                         ANNUAL                                                     % OF RENT
              SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM    MINIMUM OVERAGE CEILING BREAKPOINT                 PRO RATA   SUBJ
  TENANT        CODES    FEET   BEGIN  END  #/MOS   RENT/SF     RENT      %    (000'S)  (000'S)    RECOVERIES    SHARE BASE TO CPI
- ------------- --------- ------- ----- ----- ----- -----------  ------- ------- ------- --------- --------------- ---------- -------
<S>               <C>    <C>    <C>   <C>     <C>  <C>  <C>     <C>      <C>     <C>     <C>      <C>             <C>        <C>
#  1               -     29,700 5/97  4/00    -         6.14    182,358   -       -       -       TAX & INSURANCE 15,444
united power                                       5/98 6.32    187,829
                                                   5/99 6.51    193,464
                         ------
                         29,700
                         ======
</TABLE>
<PAGE>

                                    DABNET 8
                            PROJECT DESIGNATOR: DAB8
                            REVISION: 6/17/97 0 17:58
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:32


   BUILDING PROLOGUE
   -----------------

   LEASEHOLD ANALYSIS OF DABNET 8 BEGINNING 7/1997
   FOR 18 YEARS ON A FISCAL YEAR BASIS


   AREA MEASURES
   -------------

   NRA
   1997 VALUE -     29,700
   THEREAFTER - CONSTANT

   OCCA
   1997 VALUE -     19,800
   1998 VALUE -     29,700
   1999 VALUE -     29,700
   2000 VALUE -     19,800
   2001 VALUE -     29,700
   2002 VALUE -     29,700
   2003 VALUE -     29,700
   2004 VALUE -     29,700
   2005 VALUE -     29,700
   2006 VALUE -     29,700
   2007 VALUE -     19,800
   2008 VALUE -     29,700
   2009 VALUE -     29,700
   2010 VALUE -     29,700
   2011 VALUE -     29,700
   2012 VALUE -     29,700
   2013 VALUE -     29,700
   2014 VALUE -     29,700
   THEREAFTER - CONSTANT


   GROWTH RATES
   ------------

   INC1
   1997 VALUE -       1.50
   1998 VALUE -       3.00
   THEREAFTER - CONSTANT

   EXP1
   1997 VALUE -       1.75
   1998 VALUE -       3.50
   THEREAFTER - CONSTANT

   3%
   1997 VALUE -       3.00
   THEREAFTER - CONSTANT

   4%
   1997 VALUE -       4.00
   THEREAFTER - CONSTANT

   CPI
   1997 VALUE -       1.75
   1998 VALUE -       3.50
   THEREAFTER - CONSTANT

   COMN
<PAGE>

                                                                          PAGE 2


   1997 VALUE -       6.00
   THEREAFTER - CONSTANT

   C0MR
   1997 VALUE - 2.00
   THEREAFTER - CONSTANT

   COMB
     +30.0% OF COMN +70.0% OF COMR

   MARKET RATES
   ------------

   MKT1
   1997 VALUE -       6.35
   THEREAFTER - GROWING AT GROWTH RATE INC1

   TIRN
   1997 VALUE -       0.50
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TINW
   1997 VALUE -       2.00
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TIWA
     +70.0% OF TIRN +30.0% OF TINW

   RESR
   1997 VALUE -       0.20
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   INSE
   1997 VALUE -       0.10
   THEREAFTER - GROWING AT GROWTH RATE EXP1


   MISCELLANEOUS INCOMES
   ---------------------

   NONE


   EXPENSES
   --------

   PROPERTY TAXES    , REFERRED TO AS TAX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -          12,474
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   OPERATING EX      , REFERRED TO AS OPEX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -          21,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   G&A EXPENSES      , REFERRED TO AS G&A
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -           7,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MANAGEMENT FEES   , REFERRED TO AS MGMT
   CHARGED AGAINST NET OPERATING INCOME
     3.00% OF EFFECTIVE GROSS INCOME

   Industrial Gross  , REFERRED TO AS GRSS
   AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3


     +100.0% OF TAX +2.0% OF OPEX

    INSURANCE        , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE  , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
     +100.0% OF TAX +100.0% OF INSE


    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    FOR ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -          2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE


    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1 -   0.000% OF TOTAL RENT

    STANDARD METHOD #2 -   0.000% OF TOTAL RENT

    STANDARD METHOD #3 -   0.000% OF TOTAL RENT

    STANDARD METHOD #4 -   0.000% OF TOTAL RENT

    STANDARD METHOD #5 -   0.000% OF TOTAL RENT


    COMMISSION PAYOUTS
    ------------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT


    ALTERATION CALCULATION
    ----------------------

    1997 VALUE -       0.00
    1998 VALUE -       0.00
    1999 VALUE -       0.00
    2000 VALUE -       0.00
    2001 VALUE -       0.00
    2002 VALUE -       0.00
    2003 VALUE -       0.00
    2004 VALUE -       0.00
    2005 VALUE -       0.00
    2006 VALUE -       0.00
    2007 VALUE -       0.00
<PAGE>

                                                                          PAGE 4


    2008 VALUE -       0.00
    2009 VALUE -       0.00
    2010 VALUE -       0.00
    2011 VALUE -       0.00
    THEREAFTER - CONSTANT


    ALTERATION PAYOUTS
    ------------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - CASHED OUT

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT


    COMMON AREA MAINTENANCE POOL
    ----------------------------

    NONE


    CAPITAL EXPENDITURES
    --------------------

    RESERVES
    MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA


    PRIMARY CLASSIFICATION CODES
    ----------------------------

    NONE


    SECONDARY CLASSIFICATION CODES
    ------------------------------

    NONE


    COST CENTERS
    ------------

    NONE


    SALES VOLUME PROFILE
    --------------------

              PERCENT OF        RELATIVE
    MONTH    ANNUAL SALES        VOLUME
    -----    ------------       --------
     JAN         8.33%              1.00
     FEB         8.33%              1.00
     MAR         8.33%              1.00
     APR         8.33%              1.00
     MAY         8.33%              1.00
     JUN         8.33%              1.00
     JUL         8.33%              1.00
     AUG         8.33%              1.00
     SEP         8.33%              1.00
     OCT         8.33%              1.00
<PAGE>

                                                                          PAGE 5


    NOV         8.33%              1.00
    DEC         8.33%              1.00
               -------           -------
    TOTALS    100.00%             12.00

    GLOBAL  RECOVERIES
    -----------------

    Industrial Gross , REFERRED TO AS INGR
    PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    TENANT PROLOGUE
    ---------------

    MINIMUM RENTS:
    SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
    MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

    SALES VOLUMES AND BREAKPOINTS:
    SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
    MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

    RENEWAL RENTS ARE COMPOUNDED ANNUALLY
    RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

    REFERENCE TENANTS
    -----------------

    THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

    # 1 - references3
    BASE LEASE DATES:          1/1996 TO 12/2005
    TYPE OF TENANT:            OFFICE
    SQUARE FOOTAGE:                 1
    NOT SUBJECT TO VACANCY     ALLOWANCE

    MINIMUM RENT:
    INITIAL RENT -      0.00/SF/YR

    RECOVERIES: NONE

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6


    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:   GROWTH RATE COMB
    RENEWAL PAYOUT:        CASHED OUT

    RENEWAL ALTERATIONS:   MARKET RATE TIWA
    RENEWAL PAYOUT:         CASHED OUT

    TENANTS

    THERE ARE A TOTAL OF 1 LEASEHOLD TENANT(S):

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

    # 1 - united power
    BASE LEASE DATES:         5/1997 TO 4/2000
    TYPE OF TENANT:           OFFICE
    SQUARE FOOTAGE:           29,700
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE -      6.14/SF/YR
    THEREAFTER - GROWING AT GROWTH RATE 3%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES
     3       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:  GROWTH RATE COMB
    RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                          PAGE 7


    RENEWAL ALTERATIONS:  MARKET RATE TIWA
    RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                         Addenda
- --------------------------------------------------------------------------------


                                    Dabney IX
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements

                                    Dabney IX


Building NRA                 30,263 SF

<TABLE>
<CAPTION>

                                   1994 Actual               1995 Actual             1996 Actual                 1997 Budget
                             ---------------------    -----------------------  ------------------------   -------------------------
Item                          Amount          Per SF  Amount           Per SF  Amount            Per SF   Amount             Per SF
=============================================================================  ========================   =========================
<S>                          <C>              <C>     <C>              <C>     <C>               <C>       <C>               <C>   
INCOME
   Gross Income              $     220,762    $ 7.29  $     216,278    $ 7.15  $      224,447    $ 7.42    $      231,183    $ 7.64
   Reimbursements                        0      0.00            549      0.02           1,375      0.05                 0      0.00
                             -----------------------  -----------------------  ------------------------    ------------------------
   Total Income              $     220,762    $ 7.29  $     216,827    $ 7.16  $      225,822    $ 7.46    $      231,183    $ 7.64
                             -----------------------  -----------------------  ------------------------    ------------------------

EXPENSES
   Real Estate Taxes         $       8,485    $ 0.28  $       8,485    $ 0.28  $        8,312    $ 0.27    $        8,484    $ 0.28
   Operating Expense                24,036      0.79         47,060      1.56          38,455      1.27            32,437      1.07
   General & Administrative         15,427      0.51          9,594      0.32          10,114      0.33            11,953      0.39
   Management Fee                        0      0.00          1,975      0.07           3,117      0.10             6,840      0.23
                             -----------------------  -----------------------  ------------------------    ------------------------
   Total Expenses            $      47,947    $ 1.58  $      67,114    $ 2.22  $       59,998    $ 1.98    $       59,714    $ 1.97
                             -----------------------  -----------------------  ------------------------    ------------------------
NET OPERATING INCOME         $     172,815    $ 5.71  $     149,713    $ 4.95  $      165,824    $ 5.48    $      171,469    $ 5.67
                             =======================  =======================  ========================    ========================
===================================================================================================================================
</TABLE>
<PAGE>

                                                              DABNEY 9
                                                      PROJECT DESIGNATOR: DAB9
                                                      REVISION: 6/11/97 @ 12:48
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS
                                                           6/11/97 @ 12:49

<TABLE>
<CAPTION>

               PRIMARY/                                        ANNUAL                                                      % OF RENT
              SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM    MINIMUM OVERAGE CEILING BREAKPOINT                 PRO RATA   SUBJ
  TENANT        CODES    FEET   BEGIN  END  #/MOS   RENT/SF     RENT      %    (000'S)  (000'S)    RECOVERIES    SHARE BASE TO CPI
- ------------- --------- ------- ----- ----- ----- -----------  ------- ------- ------- --------- --------------- ---------- -------
<S>                <C>   <C>    <C>   <C>     <C> <C>    <C>    <C>       <C>     <C>     <C>    <C>               <C>       <C>
#  1               -     2,133  1/98  12/04   -          7.41   15,804    -       -       -      TAX & INSURANCE   17,680
RF&P               -                               1/99  7.63   16,279
                                                   1/00  7.86   16,767
                                                   1/01  8.10   17,270
                                                   1/02  8.34   17,788
                                                   1/03  8.59   18,322
                                                   1/04  8.85   18,871

#  2               -     2,134  5/96  4/01     -         6.75   14,405    -       -       -      TAX & INSURANCE   11,424
REFACE             -                               5/98  7.02   14,981
                                                   5/99  7.30   15,580
                                                   5/00  7.59   16,203

#  3               -     2,089  8/91 11/01     -         9.41   19,657    -       -       -      TAX & INSURANCE   12,320
KARATEC            -                              12/97  9.79   20,444
                                                  12/98 10.18   21,262
                                                  12/99 10.58   22,112
                                                  12/00 11.01   22,996

#  4               -     1,620 10/94  9/99     -         6.76   10,951    -       -       -      TAX & INSURANCE   11,511
Margaret Farinhold -                              10/97  7.03   11,389
                                                  10/98  7.31   11,845

#  5               -     1,580  2/96  1/01     -         7.23   11,423    -       -       -      TAX & INSURANCE   11,424
JOYNER'S MECHANICA -                               2/98  7.52   11,880
                                                   2/99  7.82   12,356
                                                   2/00  8.13   12,850

#  6               -     8,457 11/89  1/98    -          9.09   76,874    -       -       -      TAX & INSURANCE    9,968
FIRST IMAGE MGMT   -

#  7               -     4,178  7/96  7/01    -          6.55   27,366    -       -       -      TAX & INSURANCE   11,424
BUSINESS EQUIP    -                                8/97  6.81   28,461
                                                   8/98  7.08   29,599
                                                   8/99  7.37   30,783
                                                   8/00  7.66   32,014

#  8               -     6,452  1/95  1/03    -          9.00   58,068    -       -       -      TAX & INSURANCE   11,511
A&J TELEPHONE      -                               2/98  9.36   60,391
                                                   2/99  9.73   62,806
                                                   2/00 10.12   65,319
                                                   2/01 10.53   67,931
                                                   2/02 10.95   70,649
<PAGE>

<CAPTION>

#  9               -      1,620  1/98 12/04              7.41   12,003    -       -       -      TAX & INSURANCE   17,680
Vacant             -                               1/99  7.63   12,363
                                                   1/00  7.86   12,734
                                                   1/01  8.10   13,116
                                                   1/02  8.34   13,510
                                                   1/03  8.59   13,915
                                                   1/04  8.85   14,333
                         ------
                         30,263
                         ======
</TABLE>
<PAGE>

                                    DABNEY 9
                            PROJECT DESIGNATOR: DAB9
                            REVISION: 6/17/97 @ 14:06
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 14:06


    BUILDING PROLOGUE
    -----------------

    LEASEHOLD ANALYSIS OF DABNEY 9 BEGINNING 7/1997
    FOR 18 YEARS ON A FISCAL YEAR BASIS


    AREA MEASURES
    -------------

    NRA
    1997 VALUE   -     30,263
    THEREAFTER - CONSTANT

    OCCA
    1997 VALUE   -     26,510
    1998 VALUE   -     27,444
    1999 VALUE   -     29,858
    2000 VALUE   -     30,128
    2001 VALUE   -     27,458
    2002 VALUE   -     29,741
    2003 VALUE   -     28,112
    2004 VALUE   -     30,263
    2005 VALUE   -     26,193
    2006 VALUE   -     30,263
    2007 VALUE   -     29,723
    2008 VALUE   -     28,677
    2009 VALUE   -     28,522
    2010 VALUE   -     28,112
    2011 VALUE   -     30,263
    2012 VALUE   -     26,898
    2013 VALUE   -     29,558
    2014 VALUE   -     29,723
    THEREAFTER - CONSTANT


    GROWTH RATES
    ------------

    INC1
    1997 VALUE   -       1.50
    1998 VALUE   -       3.00
    THEREAFTER - CONSTANT

    EXP1
    1997 VALUE   -       1.75
    1998 VALUE   -       3.50
    THEREAFTER - CONSTANT

    3%
    1997 VALUE   -       3.00
    THEREAFTER - CONSTANT

    4%
    1997 VALUE   -       4.00
    THEREAFTER - CONSTANT

    CPI
    1997 VALUE   -        1.75
    1998 VALUE   -        3.5O
    THEREAFTER - CONSTANT

    COMN
<PAGE>

                                                                          PAGE 2



   1997 VALUE    -        6.00
   THEREAFTER - CONSTANT

   COMR
   1997 VALUE    -        2.00
   THEREAFTER - CONSTANT

   COMB
    +30.0% OF COMN +70.O% OF COMR

   MARKET RATES
   ------------

   MKT1
   1997 VALUE    -        7.30
   THEREAFTER - GROWING AT GROWTH RATE INC1

   TIRN
   1997 VALUE    -        0.50
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TINW
   1997 VALUE    -        2.00
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   TIWA
    +70.0% OF TIRN +30.O% OF TINW

   RESR
   1997 VALUE    -        0.20
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   INSE
   1997 VALUE    -        0.10
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MISCELLANEOUS INCOMES
   ---------------------

   NONE

   EXPENSES
   --------

   PROPERTY TAXES   , REFERRED TO AS TAX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -    14,051
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   OPERATING EXPENSES, REFERRED TO AS OPEX
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -    38,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   G&A EXPENSES     , REFERRED TO AS G&A
   CHARGED AGAINST NET OPERATING INCOME
   1997 VALUE -    12,000
   THEREAFTER - GROWING AT GROWTH RATE EXP1

   MANAGEMENT FEES   , REFERRED TO AS MGMT
   CHARGED AGAINST NET OPERATING INCOME
     3.00% OF EFFECTIVE GROSS INCOME

   Industrial Gross  , REFERRED TO AS GRSS
   AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3

    +100.0% OF TAX     +2.0% OF OPEX

    INSURANCE         , REFERRED TO AS INSE
    AN INFORMATIONAL EXPENSE
    MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

    TAX & INSURANCE  , REFERRED TO AS TX&I
    AN INFORMATIONAL EXPENSE
    +100.0% OF TAX +100.0% OF INSE

    VACANCY ALLOWANCE
    -----------------

    PERCENTAGE OF POTENTIAL GROSS INCOME
    FOR ALL TENANTS SUBJECT TO VACANCY
    1997 VALUE -          2.00
    THEREAFTER - CONSTANT

    MANAGEMENT FEE
    --------------

    NONE

    COMMISSION CALCULATIONS
    -----------------------

    STANDARD METHOD #1 -  0.000% OF TOTAL RENT

    STANDARD METHOD #2 -  0.000% OF TOTAL RENT

    STANDARD METHOD #3 -  0.000% OF TOTAL RENT

    STANDARD METHOD #4 -  0.000% OF TOTAL RENT

    STANDARD METHOD #5 -  0.000% OF TOTAL RENT


    COMMISSION PAYOUTS
    ------------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT

    ALTERATION CALCULATION
    ----------------------

    1997 VALUE -       0.00
    1998 VALUE -       0.00
    1999 VALUE -       0.00
    2000 VALUE -       0.00
    2001 VALUE -       0.00
    2002 VALUE -       0.00
    2003 VALUE -       0.00
    2004 VALUE -       0.00
    2005 VALUE -       0.00
    2006 VALUE -       0.00
    2007 VALUE -       0.00
<PAGE>

                                                                          PAGE 4


    2008 VALUE -       0.00
    2009 VALUE -       0.00
    2010 VALUE -       0.00
    2011 VALUE -       0.00
    THEREAFTER - CONSTANT

    ALTERATION   PAYOUTS
    --------------------

    STANDARD METHOD #1 - CASHED OUT

    STANDARD METHOD #2 - CASHED OUT

    STANDARD METHOD #3 - CASHED OUT

    STANDARD METHOD #4 - CASHED OUT

    STANDARD METHOD #5 - CASHED OUT

    COMMMON AREA MAINTENANCE POOL
    -----------------------------

    NONE

    CAPITAL EXPENDITURES
    --------------------

    RESERVES
    MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

    PRIMARY CLASSIFICATION CODES
    ----------------------------

    NONE

    SECONDARY CLASSIFICATION CODES
    ------------------------------

    NONE

    COST CENTERS
    ------------

    NONE

    SALES VOLUME PROFILE
    --------------------

                PERCENT OF         RELATIVE
    MONTH      ANNUAL SALES         VOLUME
    -----      ------------        --------
     JAN          8.33%                1.00
     FEB          8.33%                1.00
     MAR          8.33%                1.00
     APR          8.33%                1.00
     MAY          8.33%                1.00
     JUN          8.33%                1.00
     JUL          8.33%                1.00
     AUG          8.33%                1.00
     SEP          8.33%                1.00
     OCT          8.33%                1.00
<PAGE>

                                                                          PAGE 5


    NOV           8.33%                1.00
    DEC           8.33%                1.00
                 -------            -------
    TOTALS       100.00%              12.00

    GLOBAL  RECOVERIES
    ------------------

    Industrial Gross  , REFERRED TO AS INGR
    PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    TENANT PROLOGUE
    ---------------

    MINIMUM RENTS:
    SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
    MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

    SALES VOLUMES AND BREAKPOINTS:
    SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
    MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

    RENEWAL RENTS ARE COMPOUNDED ANNUALLY
    RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

    REFERENCE TENANTS
    -----------------

    THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

    # 1 - reference3
    BASE LEASE DATES:     1/1996 TO 12/2005
    TYPE OF TENANT:       OFFICE
    SQUARE FOOTAGE:            1
    NOT SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    INITIAL RENT -      0.00/SF/YR

    RECOVERIES: NONE

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:
<PAGE>

                                                                          PAGE 6


    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS: GROWTH RATE COMB
    RENEWAL PAYOUT:      CASHED OUT

    RENEWAL ALTERATIONS: MARKET RATE TIWA
    RENEWAL PAYOUT:      CASHED OUT

   TENANTS
   -------

   THERE ARE A TOTAL OF 9 LEASEHOLD TENANT(S):

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

   #  1 - RF&P
   BASE LEASE DATES:      1/1998 TO 12/2004
   TYPE OF TENANT:        OFFICE
   SQUARE FOOTAGE:        2,133
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1999 VALUE - MARKET RATE MKT1
   THEREAFTER - GROWING AT GROWTH RATE 3%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   COMMISSIONS:     GROWTH RATE COMN
   PAYOUT:          CASHED OUT

   ALTERATIONS:     MARKET RATE TINW
   PAYOUT:          CASHED OUT

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS: GROWTH RATE COMB
<PAGE>

                                                                          PAGE 7


    RENEWAL PAYOUT:          CASHED OUT

    RENEWAL ALTERATIONS:     MARKET RATE TIWA
    RENEWAL PAYOUT:          CASHED OUT

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

    #  2 - REFACE
    BASE LEASE DATES:        5/1996 TO 4/2001
    TYPE OF TENANT:          OFFICE
    SQUARE FOOTAGE:           2,134
    SUBECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE -      6.75/SF/YR
    THEREAFTER - GROWING AT 4.00%

    RECOVERIES:

    TAX & INSURANCE
    PR0 RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP
    AND A BASE AMOUNT OF 11,424

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:     GROWTH RATE COMB
    RENEWAL PAYOUT:          CASHED OUT

    RENEWAL ALTERATIONS:     MARKET RATE TIWA
    RENEWAL PAYOUT:          CASHED OUT

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

    #  3 - KARATEC
    BASE LEASE DATES:        8/1991 TO 11/2001
    TYPE OF TENANT:          OFFICE
    SQUARE FOOTAGE:           2,089
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 - 9.41/SF/YR
    THEREAFTER - GROWING AT 4.00%
<PAGE>

                                                                          PAGE 8


    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE AMOUNT OF 12,320

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:    GROWTH RATE COMB
    RENEWAL PAYOUT:         CASHED OUT

    RENEWAL ALTERATIONS:    MARKET RATE TIWA
    RENEWAL PAYOUT:         CASHED OUT

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

    #  4 - Margaret Farinhold
    BASE LEASE DATES:       10/1994 TO 9/1999
    TYPE OF TENANT:         OFFICE
    SQUARE FOOTAGE:          1,620
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE -     6.76/SF/YR
    THEREAFTER - GROWING AT 4.00%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP
    AND A BASE AMOUNT OF  11,511

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:
<PAGE>

                                                                          PAGE 9


            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES
     3       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKTI MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:  GROWTH RATE COMB
    RENEWAL PAYOUT:       CASHED OUT

    RENEWAL ALTERATIONS:  MARKET RATE TIWA
    RENEWAL PAYOUT:       CASHED OUT

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

    #  5 - JOYNER'S MECHANICA
    BASE LEASE DATES:       2/1996 TO 1/2001
    TYPE OF TENANT:         OFFICE
    SQUARE FOOTAGE:          1,580
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE -     7.23/SF/YR
    THEREAFTER - GROWING AT 4.00%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE AMOUNT OF  11,424

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
<PAGE>

                                                                         PAGE 10


    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
    WITH NO CAP
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:    GROWTH RATE COMB
    RENEWAL PAYOUT:         CASHED OUT

    RENEWAL ALTERATIONS:    MARKET RATE TIWA
    RENEWAL PAYOUT:         CASHED OUT

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

    #  6 - FIRST IMAGE MGMT
    BASE LEASE DATES:       11/1989 TO 1/1998
    TYPE OF TENANT:          OFFICE
    SQUARE FOOTAGE:           8,457
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1998 VALUE -      9.09/SF/YR
    THEREAFTER - GROWING AT 0.00%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE AMOUNT OF  9,968

    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

    
            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES
     3       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKT1 MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:    GROWTH RATE COMB
    RENEWAL PAY OUT         CASHED OUT

    RENEWAL ALTERATIONS:    MARKET RATE TIWA
    RENEWAL PAYOUT:         CASHED OUT

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

    #  7 - BUSINESS EQUIP
    BASE LEASE DATES:        7/1996 TO 7/2001
    TYPE OF TENANT:          OFFICE
<PAGE>

                                                                         PAGE 11


   SQUARE FOOTAGE:           4,178
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE -       6.55/SF/YR
   THEREAFTER - GROWING AT 4.00%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP 
   AND A BASE AMOUNT OF  11,424

   COMMISSIONS: NONE

   ALTERATIONS: NONE

   SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

   RENEWAL MINIMUM RENT:
   MARKET RATE MKT1 MULTIPLIED BY 1.000
   INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:     GROWTH RATE COMB
   RENEWAL PAYOUT:          CASHED OUT

   RENEWAL ALTERATIONS:     MARKET RATE TIWA
   RENEWAL PAYOUT:          CASHED OUT

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

   #  8 - A&J TELEPHONE
   BASE LEASE DATES:         1/1995 TO 1/2003
   TYPE OF TENANT:           OFFICE
   SQUARE FOOTAGE:            6,452
   SUBJECT TO VACANCY ALLOWANCE

   MINIMUM RENT:
   1998 VALUE         9.00/SF/YR
   THEREAFTER GROWING AT 4.00%

   RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
   WITH NO CAP 
   AND A BASE AMOUNT OF  11,511
<PAGE>

                                                                         PAGE 12


    COMMISSIONS: NONE

    ALTERATIONS: NONE

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKTI MULTIPLIED BY 1.000
    INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

    RENEWAL RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP 
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    RENEWAL COMMISSIONS:     GROWTH RATE COMB
    RENEWAL PAYOUT:          CASHED OUT

    RENEWAL ALTERATIONS:     MARKET RATE TIWA
    RENEWAL PAYOUT:          CASHED OUT

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

    # 9 - Vacant
    BASE LEASE DATES:          1/1998 TO 12/2004
    TYPE OF TENANT:            OFFICE
    SQUARE FOOTAGE:            1,620
    SUBJECT TO VACANCY ALLOWANCE

    MINIMUM RENT:
    1999 VALUE - MARKET RATE MKT1
    THEREAFTER - GROWING AT GROWTH RATE 3%

    RECOVERIES:

    TAX & INSURANCE
    PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
    PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
    CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
    WITH NO CAP
    AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

    COMMISSIONS:    GROWTH RATE COMN
    PAYOUT:         CASHED OUT

    ALTERATIONS:    MARKET RATE TINW
    PAYOUT:         CASHED OUT

    SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
    TERM YEARS.MONTHS   MONTHS   INCREASE  FREE RENT  COMMISSIONS ALTERATIONS
    ---- ------------   -------  --------  ---------  ----------- -----------
     1       7.00          4       NONE      NONE         YES         YES
     2       7.00          4       NONE      NONE         YES         YES

    RENEWAL MINIMUM RENT:
    MARKET RATE MKTI MULTIPLIED BY 1.000
<PAGE>

                                                                         PAGE 13


   INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

   RENEWAL RECOVERIES:

   TAX & INSURANCE
   PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
   PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
   CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
   WITH NO CAP 
   AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

   RENEWAL COMMISSIONS:  GROWTH RATE COMB
   RENEWAL PAYOUT:       CASHED OUT

   RENEWAL ALTERATIONS:  MARKET RATE TIWA
   RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                    Dabney X
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements

                                    Dabney X

Building NRA                  85,844 SF

<TABLE>
<CAPTION>
                              1994 Actual              1995 Actual           1996 Actual           1997 Budget
                          ------------------     -------------------    ------------------     -------------------
Item                        Amount    Per SF       Amount     Per SF      Amount    Per SF       Amount     Per SF
- --------------------------------------------------------------------    ------------------     -------------------

<S>                       <C>         <C>        <C>          <C>       <C>        <C>         <C>         <C>
INCOME
  Gross Income            $ 379,459   $ 4.42     $ 545,134    $ 6.35    $ 560,832  $  6.53     $ 599,601   $  6.98
  Reimbursements                  0     0.00             0      0.00       13,203     0.15         7,596      0.09
                          ------------------     -------------------    ------------------     -------------------
  Total Income            $ 379,459   $ 4.42     $ 545,134    $ 6.35    $ 574,035  $  6.69     $ 607,197   $  7.07
                          ------------------     -------------------    ------------------     -------------------

EXPENSES
  Real Estate Taxes       $  32,312   $ 0.38     $  33,598    $ 0.39    $  32,913  $  0.38     $  33,598   $  0.39
  Operating Expense          34,636     0.40        45,004      0.52       49,128     0.57        49,706      0.58
  General & Administrative   45,242     0.53        28,453      0.33       22,992     0.27        30,172      0.35
  Management Fee                  0     0.00         4,625      0.05        8,214     0.10        17,983      0.21
                          ------------------     -------------------    ------------------     -------------------
  Total Expenses          $ 112,189   $ 1.31     $ 111,681    $ 1.30    $ 113,247  $  1.32     $ 131,459   $  1.53
                          ------------------     -------------------    ------------------     -------------------

NET OPERATING INCOME      $ 267,270   $ 3.11     $ 433,453    $ 5.05    $ 460,788  $  5.37     $ 475,738   $  5.54
                          ==================     ===================    ==================     ===================
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                              DABNEY 10
                                                      PROJECT DESIGNATOR: DABO
                                                      REVISION: 6/11/97 @ 13:58
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS
                                                           6/11/97 @ 13:58

<TABLE>
<CAPTION>

               PRIMARY/                                        ANNUAL                                                      % OF RENT
              SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM    MINIMUM OVERAGE CEILING BREAKPOINT                 PRO RATA   SUBJ
  TENANT        CODES    FEET   BEGIN  END  #/MOS   RENT/SF     RENT      %    (000'S)  (000'S)    RECOVERIES    SHARE BASE TO CPI
- ------------- --------- ------- ----- ----- ----- -----------  ------- ------- ------- --------- --------------- ---------- -------
<S>                <C>  <C>     <C>  <C>     <C>  <C>   <C>    <C>       <C>     <C>     <C>    <C>               <C>        <C>
#  1               -    30,000   8/93 10/03   -          5.49   164,700   -       -       -      TAX & INSURANCE   34,293
ENVIRONMENTAL TECH -                               11/97 5.65   169,641
                                                   11/98 5.82   174,730
                                                   11/99 6.00   179,972
                                                   11/00 6.18   185,371
                                                   11/01 6.36   190,932
                                                   11/02 6.56   196,660

#  2               -    11,300   3/96  3/01   -          6.83    77,179   -       -       -      TAX & INSURANCE   41,497
Micro View                                          4/98 7.03    79,494 
                                                    4/99 7.25    81,879
                                                    4/00 7.46    84,336

#  3               -     9,714   2/92  1/99   -          7.18    69,747   -       -       -      TAX & INSURANCE    34,293
CMS Automation     -                                2/98 7.32    71,141

#  4               -     8,400   4/91  8/99   -          8.10    68,040   -       -       -      TAX & INSURANCE    31,852
Contract Specifix  -                                9/97 8.42    70,694
                                                    9/98 8.74    73,451

#  5               -     7,210   3/93  2/98   -          4.10    29,561   -       -       -      TAX & INSURANCE    34,293
L. Fishman & Son   -

#  6               -     7,200   3/93  1/99   -          6.22    44,784   -       -       -      TAX & INSURANCE    34,293
CMS Automation     -                                2/98 6.34    45,680

#  7               -     4,200   6/94  8/99   -          8.10    34,020   -       -       -      TAX & INSURANCE    31,852
Contract Specifix  -                                9/97 8.44    35,449
                                                    9/98 8.79    36,938

#  8               -     3,015  11/92 10/97   -          7.36    22,190   -       -       -      TAX & INSURANCE    31,852
Interbake Foods    -

#  9               -     2,400   3/94  9/97   -          6.75    16,200   -       -       -      TAX & INSURANCE    40,895
Atlantic Office    -

# 10               -     2,405   9/97  8/02   -          7.30    17,557   -       -       -      TAX & INSURANCE    49,935
Vacant out for sig -                                9/98 7.52    18,083
                                                    9/99 7.74    18,626
                                                    9/00 7.98    19,184
                                                    9/01 8.22    19,760
                          ------
                          85,844
                          ======
</TABLE>
<PAGE>

                                    DABNEY 10
                            PROJECT DESIGNATOR: DABO
                            REVISION: 6/17/97 @ 14:06
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:24

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF DABNEY 10 BEGINNING 7/1997
FOR 18 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE  -     85,844
THEREAFTER  - CONSTANT

CCCA
1997 VALUE  -     83,138
1998 VALUE  -     82,738
1999 VALUE  -     76,006
2000 VALUE  -     85,844
2001 VALUE  -     82,077
2002 VALUE  -     85,042
2003 VALUE  -     80,844
2004 VALUE  -     80,844
2005 VALUE  -     81,636
2006 VALUE  -     80,206
2007 VALUE  -     81,644
2008 VALUE  -     82,077
2009 VALUE  -     85,844
2010 VALUE  -     85,042
2011 VALUE  -     75,844
2012 VALUE  -     82,837
2013 VALUE  -     80,414
2014 VALUE  -     80,235
THEREAFTER  - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE  -       1.50
1998 VALUE  -       3.00
THEREAFTER  - CONSTANT

EXP1
1997 VALUE  -       1.75
1998 VALUE  -       3.50
THEREAFTER  - CONSTANT

3%
1997 VALUE  -       3.00
THEREAFTER  - CONSTANT

4% 
1997 VALUE  -       4.00
THEREAFTER  - CONSTANT

CPI
1997 VALUE  -       1.75
1998 VALUE  -       3.50
THEREAFTER  - CONSTANT

COMN
<PAGE>

                                                                       PAGE    2

1997 VALUE -         6.00
THEREAFTER - CONSTANT

COMR
1997 VALUE -         2.00
THEREAFTER - CONSTANT

COMB
+3O.O% OF COMN +70.O% OF COMR

MARKET RATES
- ------------

MKT1
1997 VALUE -         7.30
THEREAFTER - GROWING AT GROWTH RATE INC1

TIRN
1997 VALUE -         0.50
THEREAFTER - GROWING AT GROWTH RATE EXP1

TINW
1997 VALUE -         2.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
+70.0% OF TIRN +30.0% OF TINW

RESR
1997 VALUE-          0.20
THEREAFTER - GROWING AT GROWTH RATE EXP1

INSE
1997 VALUE -         0.10
THEREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES

TAXES             , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      40,490
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      50,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES      , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        30,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES   , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
  3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross , REFERRED TO AS GRSS
AN INFORMATIONAL EXPENSE
<PAGE>

                                                                     PAGE      3

+100.0% OF TAX         +2.0% OF OPEX

INSURANCE                , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

TAX & INSURANCE          , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -             2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 0.000% OF TOTAL RENT

STANDARD METHOD #2 - 0.000% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

1997 VALUE -             0.00
1998 VALUE -             0.00
1999 VALUE -             0.00
2000 VALUE -             0.00
2001 VALUE -             0.00
2002 VALUE -             0.00
2003 VALUE -             0.00
2004 VALUE -             0.00
2005 VALUE -             0.00
2006 VALUE -             0.00
2007 VALUE -             0.00
<PAGE>

                                                                          PAGE 4

2008 VALUE  -            0.00
2009 VALUE  -            0.00
2010 VALUE  -            0.00
2011 VALUE  -            0.00
THEREAFTER  - CONSTANT

ALTERATION  PAYOUTS
- -------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

           PERCENT OF       RELATIVE
MONTH     ANNUAL SALES       VOLUME
- -----     ------------      --------
JAN           8.33%            1.00
FEB           8.33%            1.00
MAR           8.33%            1.00
APR           8.33%            1.00
MAY           8.33%            1.00
JUN           8.33%            1.00
JUL           8.33%            1.00
AUG           8.33%            1.00
SEP           8.33%            1.00
OCT           8.33%            1.00
<PAGE>

                                                                       PAGE    5

NOV           8.33%            1.00
DEC           8.33%            1.00
           -------          -------
TOTALS     100.00%            12.00

GLOBAL  RECOVERIES
- ------------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE: ARE A TOTAL OF 1 REFERENCE TENANT(S):
- -----------------------------------------------------------------------------

# 1 - reference3
BASE LEASE DATES:     1/1996 TO 12/2005
TYPE OF TENANT:       OFFICE
SQUARE FOOTAGE:            1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        7.00          4       NONE        NONE         YES          YES
 2        7.00          4       NONE        NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                       PAGE    6

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF 10 LEASEHOLD TENANT(S):
- ------------------------------------------------------------------------------

# 1 - ENVIRONMENTAL TECH
BASE LEASE DATES:         8/1993 TO 10/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           30,000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.49/SF/YR
THEREAFTER - GROWING AT GROWTH RATE 3%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 34,293

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        7.00          4      NONE        NONE          YES           YES
 2        7.00          4      NONE        NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL, COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                        PAGE   7

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

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

# 2 - Micro View
BASE LEASE DATES:         3/1996 TO 3/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           11,300
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      6.83/SF/YR
THEREAFTER - GROWING AT 3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 41,497

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        7.00           4      NONE       NONE          YES          YES
 2        7.00           4      NONE       NONE          YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

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

#  3 - CMS Automation
BASE LEASE DATES:         2/1992 TO 1/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           9,714
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      7.18/SF/YR
THEREAFTER - GROWING AT 2.00%

RECOVERIES:
<PAGE>

                                                                       PAGE    8

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 34,293

C0MMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       7.00          4       NONE        NONE         YES            YES
 2       7.00          4       NONE        NONE         YES            YES
 3       7.00          4       NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

#  4 - Contract Specifix
BASE LEASE DATES:          4/1991 TO 8/1999
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:             8,400
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      8.10/SF/YR
THEREAFTER - GROWING AT 3.90%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 31,852

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:
<PAGE>

                                                                        PAGE   9

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       7.00          4      NONE       NONE         YES           YES
  2       7.00          4      NONE       NONE         YES           YES
  3       7.00          4      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 5 - L. Fishman & Son
BASE LEASE DATES:         3/1993 TO 2/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:            7,210
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1996 VALUE -      4.10/SF/YR
THEREAFTER -  GROWING AT 3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 34,293

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1      7.00           4      NONE       NONE         YES           YES
  2      7.00           4      NONE       NONE         YES           YES
  3      7.00           4      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I
<PAGE>

                                                                         PAGE 10

PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

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

# 6 - CMS Automation
BASE LEASE DATES:         3/1993 TO 1/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           7,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     6.22/SF/YR
THEREAFTER - GROWING AT 2.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 34,293

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       7.00          4      NONE        NONE         YES           YES
  2       7.00          4      NONE        NONE         YES           YES
  3       7.00          4      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 7 - Contract Specifix
BASE LEASE DATES:         6/1994 TO 8/1999
<PAGE>

                                                                         PAGE 11

TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:             4,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -        8.10/SF/YR
THEREAFTER - GROWING AT 4.20%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 31,852

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       7.00          4       NONE       NONE          YES            YES
  2       7.00          4       NONE       NONE          YES            YES
  3       7.00          4       NONE       NONE          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     GROWTH RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE TIWA
RENEWAL PAYOUT:          CASHED OUT

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

# 8 - Interbake Foods
BASE LEASE DATES:        11/1992 TO 10/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:             3,015
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      7.36/SF/YR
THEREAFTER -   GROWING AT 3.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
<PAGE>

                                                                         PAGE 12

AND A BASE AMOUNT OF   31,852

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       7.00           4     NONE         NONE         YES           YES
 2       7.00           4     NONE         NONE         YES           YES
 3       7.00           4     NONE         NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 9 - Atlantic Office
BASE LEASE DATES:         3/1994 TO 9/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,400
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      6.75/SF/YR
THEREAFTER - GROWING AT GROWTH RATE 3%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 40,895

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       7.00           4     NONE        NONE         YES           YES
 2       7.00           4     NONE        NONE         YES           YES
 3       7.00           4     NONE        NONE         YES           YES
<PAGE>

                                                                         PAGE 13

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 10 - Vacant out for sig
BASE LEASE DATES:          9/1997 TO 8/2002
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            2,405
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -  MARKET RATE MKT1
THEREAFTER -  GROWING AT GROWTH RATE 3%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:    GROWTH RATE COMN
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE TINW
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        7.00          4      NONE        NONE         YES            YES
 2        7.00          4      NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: GROWTH RATE COMB
<PAGE>

                                                                         PAGE 14

RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                    Dabney XI
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                         Historical Operating Statements

                                    Dabney XI

Building NRA                 45,250 SF

<TABLE>
<CAPTION>

                                   1994 Actual               1995 Actual             1996 Actual                 1997 Budget
                             ---------------------    -----------------------  ------------------------   -------------------------
Item                          Amount          Per SF  Amount           Per SF  Amount            Per SF   Amount             Per SF
=============================================================================  ========================   =========================
<S>                          <C>              <C>     <C>              <C>     <C>               <C>       <C>              <C>   
INCOME
    Gross Income             $       48,615   $ 1.07  $     260,812   $ 5.76   $     274,754    $ 6.07     $       279,513   $ 6.18
    Reimbursements                        0     0.00              0     0.00           1,960      0.04               1,122     0.02
                             -----------------------  -----------------------  ------------------------    ------------------------
    Total Income             $       48,615   $ 1.07  $     260,812   $ 5.76   $     276,714    $ 6.12     $       280,635   $ 6.20
                             -----------------------  -----------------------  ------------------------    ------------------------

EXPENSES
    Real Estate Taxes        $       15,735   $ 0.35  $      18,411   $ 0.41   $       18,035   $ 0.40     $        18,410   $ 0.41
    Operating Expense                 7,537     0.17         19,916     0.44           23,276     0.51              22,661     0.50
    General & Administrative          7,133     0.16          6,526     0.14            8,617     0.19               9,304     0.21
    Management Fee                        0     0.00          2,274     0.05            4,043     0.09               8,361     0.18
                             -----------------------  -----------------------  ------------------------    ------------------------
    Total Expenses           $       30,404   $ 0.67  $      47,126   $ 1.04   $       53,971   $ 1.19     $        58,736   $ 1.30
                             -----------------------  -----------------------  ------------------------    ------------------------
NET OPERATING INCOME         $       18,211   $ 0.40  $     213,686   $ 4.72   $      222,743   $ 4.92     $       221,899   $ 4.90
                             =======================  =======================  ========================    ========================
===================================================================================================================================
</TABLE>

Note: Low income attributed to below market occupancy in 1994. Property has
      since stabilized with leases expiring in 1999 and 2000.
<PAGE>

                                    DABNEY 11
                            PROJECT DESIGNATOR: DABB
                            REVISION: 6/11/97 @ 14:14
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/11/97 - 14:15

<TABLE>
<CAPTION>

               PRIMARY/                                        ANNUAL                                                      % OF RENT
              SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM    MINIMUM OVERAGE CEILING BREAKPOINT                 PRO RATA   SUBJ
  TENANT        CODES    FEET   BEGIN  END  #/MOS   RENT/SF     RENT      %    (000'S)  (000'S)    RECOVERIES    SHARE BASE TO CPI
- ------------- --------- ------- ----- ----- ----- -----------  ------- ------- ------- --------- --------------- ---------- -------
<S>                <C>   <C>    <C>   <C>     <C>  <C>  <C>     <C>       <C>     <C>     <C>    <C>               <C>       <C>
#   1              -     13,800 7/94  7/04    -         6.10     84,180   -       -       -      TAX & INSURANCE   21,461
Ademco Distributio -                               8/97 6.28     86,705
                                                   8/98 6.47     89,307
                                                   8/99 6.67     91,986
                                                   8/00 6.87     94,745
                                                   8/01 7.07     97,588
                                                   8/02 7.28    100,515
                                                   8/03 7.50    103,531

#   2              -     10,800 9/94  9/00    -         5.80     62,640   -       -       -      TAX & INSURANCE    22,936
Thulman Eastern    -                              10/97 6.03     65,146
                                                  10/98 6.27     67,751
                                                  10/99 6.52     70,461

#   3                     7,200 7/94  9/04    -         5.66     40,752   -       -       -      TAX & INSURANCE    21,461
Dal Tile                                          10/97 5.83     41,975
                                                  10/98 6.00     43,234
                                                  10/99 6.18     44,531
                                                  10/00 6.37     45,867
                                                  10/01 6.56     47,243
                                                  10/02 6.76     48,660
                                                  10/03 6.96     50,120

#   4              -      7,200 7/94  7/99    -         6.99     50,328   -       -       -      TAX & INSURANCE    21,461
Information Integr -                               8/97 7.27     52,341
                                                   8/98 7.56     54,435

#   5              -      6,250 4/94  8/99    -         5.93     37,063   -       -       -      TAX & INSURANCE    21,461
DHL Airways        -                               9/97 6.17     38,545
                                                   9/98 6.41     40,087
                        ------
                        45,250
                        ======
</TABLE>
<PAGE>

                                    DABNEY 11
                            PROJECT DESIGNATOR: DABB
                            REVISION: 6/17/97 @ 14:06
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:24

BUILDING PROLOGUE
- ----------------


LEASEHOLD ANALYSIS OF DABNEY 11 BEGINNING 7/1997
FOR 18 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

NRA
1997 VALUE -          45,250
THEREAFTER -   CONSTANT

OCCA
1997 VALUE -         45,250
1998 VALUE -         45,250
1999 VALUE -         40,767
2000 VALUE -         42,550
2001 VALUE -         44,350
2002 VALUE -         45,250
2003 VALUE -         45,250
2004 VALUE -         38,850
2005 VALUE -         44,650
2006 VALUE -         44,650
2007 VALUE -         41,367
2008 VALUE -         41,650
2009 VALUE -         45,250
2010 VALUE -         45,250
2011 VALUE -         44,100
2012 VALUE -         39,400
2013 VALUE -         45,250
2014 VALUE -         40,767
THEREAFTER -   CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE -           1.50
1998 VALUE -           3.00
THEREAFTER -  CONSTANT

EXP1
1997 VALUE -           1.75
1998 VALUE -           3.50
THEREAFTER -   CONSTANT

3%
1997 VALUE -           3.00
THEREAFTER -   CONSTANT

4%
1997 VALUE -           4.00
THEREAFTER -   CONSTANT

CPI
1997 VALUE -           1.75
1998 VALUE -           3.50
THEREAFTER -  CONSTANT

COMN
<PAGE>

                                                                       PAGE    2

1997 VALUE -          6.00
THEREAFTER -   CONSTANT

COMR
1997 VALUE -          2.00
THEREAFTER -  CONSTANT

COMB
+30.0% OF COMN +70.0% OF COMR

MARKET RATES
- ------------

MKT1
1997 VALUE   -          7.30
THEREAFTER   - GROWING AT  GROWTH RATE INC1

TIRN
1997 VALUE   -        0.50
THEREAFTER   - GROWING AT GROWTH RATE EXP1

TINW
1997 VALUE   -        2.00
THEREAFTER   - GROWING AT GROWTH RATE EXP1

TIWA
+70.0% OF  TIRN +30.0% OF TINW

RESR
1997 VALUE   -        0.20
THEREAFTER   - GROWING AT GROWTH RATE EXP1

INSE
1997 VALUE   -        0.10
THEREAFTER   - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

TAXES              , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        17,648
THEREAFTER -   GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        23,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES       , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        9,300
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES    , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
  3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross , REFERRED TO AS GRSS
AN INFORMATIONAL EXPENSE
<PAGE>

                                                                      PAGE     3

+100.0% OF TAX       +2.0% OF OPEX

INSURANCE              , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

TAX & INSURANCE        , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -           2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 0.000% OF TOTAL RENT

STANDARD METHOD #2 - 0.000% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE -         0.00
1998 VALUE -         0.00
1999 VALUE -         0.00
2000 VALUE -         0.00
2001 VALUE -         0.00
2002 VALUE -         0.00
2003 VALUE -         0.00
2004 VALUE -         0.00
2005 VALUE -         0.00
2006 VALUE -         0.00
2007 VALUE -         0.00
<PAGE>

                                                                      PAGE     4

2008 VALUE -         0.00
2009 VALUE -         0.00
2010 VALUE -         0.00
2011 VALUE -         0.00
THEREAFTER - CONSTANT

ALTERATION  PAYOUTS
- -------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

            PERCENT OF           RELATIVE
M0NTH      ANNUAL SALES           VOLUME
- ----       ------------          --------
JAN            8.33%               1.00
FEB            8.33%               1.00
MAR            8.33%               1.00
APR            8.33%               1.00
MAY            8.33%               1.00
JUN            8.33%               1.00
JUL            8.33%               1.00
AUG            8.33%               1.00
SEP            8.33%               1.00
OCT            8.33%               1.00
<PAGE>

                                                                       PAGE    5

NOV            8.33%               1.00
DEC            8.33%               1.00
             -------            -------
TOTALS       100.00%              12.00

GLOBAL  RECOVERIES
- ------------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:      1/1996 TO 12/2005
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:             1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        7.00          4      NONE       NONE         YES           YES
 2        7.00          4      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                        PAGE   6

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL  COMMISSIONS:    GROWTH RATE COMB
RENEWAL  PAYOUT:         CASHED OUT

RENEWAL  ALTERATIONS:    MARKET RATE TIWA
RENEWAL  PAYOUT:         CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF 5 LEASEHOLD TENANT(S):

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

# 1 - Ademco Distributio
BASE LEASE DATES:        7/1994 TO 7/2004
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          13,800
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     6.10/SF/YR
THEREAFTER - GROWING AT GROWTH RATE 3%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,461

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       7.00          4      NONE        NONE         YES           YES
  2       7.00          4      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT
<PAGE>

                                                                       PAGE    7

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

#  2 - Thulman Eastern
BASE LEASE DATES:         9/1994 TO 9/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           10,800
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.80/SF/YR
THEREAFTER - GROWING AT 4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 22,936

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       7.00         4        NONE       NONE         YES           YES
  2       7.00         4        NONE       NONE         YES           YES
  3       7.00         4        NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      GROWTH RATE COMB
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

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

# 3 - Dal Tile
BASE LEASE DATES:         7/1994 TO 9/2004
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           7,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -       5.66/SF/YR
THEREAFTER - GROWING AT 3.00%
<PAGE>

                                                                          PAGE 8

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,461

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1        7.00         4        NONE       NONE          YES          YES
  2        7.00         4        NONE       NONE          YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1, MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 4 - Information Integr
BASE LEASE DATES:       7/1994 TO 7/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          7,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     6.99/SF/YR
THEREAFTER -  GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,461

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:
<PAGE>

                                                                       PAGE    9

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        7.00          4       NONE      NONE         YES           YES
 2        7.00          4       NONE      NONE         YES           YES
 3        7.00          4       NONE      NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 5 - DHL Airways
BASE LEASE DATES:         4/1994 TO 8/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           6,2SO
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      5.93/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 21,461

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       7.00          4       NONE      NONE         YES           YES
  2       7.00          4       NONE      NONE         YES           YES
  3       7.00          4       NONE      NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

TAX & INSURANCE
PRO RATA SHARE RECOVERY OF EXPENSE TX&I
<PAGE>

                                                                         PAGE 10

PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:  GROWTH RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                   Dabney A-1
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements

                                   Dabney A-1

Building NRA                         13,860 SF

<TABLE>
<CAPTION>
                                   1994 Actual             1995 Actual             1996 Actual             1997 Budget
                               -------------------     -------------------     -------------------     -------------------
Item                           Amount       Per SF     Amount       Per SF     Amount       Per SF     Amount       Per SF
==========================================================================     ===================     =============================
<S>                            <C>          <C>        <C>          <C>        <C>          <C>        <C>          <C>   
INCOME
  Gross Income                 $134,653     $ 9.72     $158,716     $11.45     $166,762     $12.03     $148,251     $10.70
  Reimbursements                      0       0.00            0       0.00        1,859       0.13            0       0.00
                               -------------------     -------------------     -------------------     -------------------
  Total Income                 $134,653     $   10     $158,716     $11.45     $168,621     $12.17     $148,251     $10.70
                               -------------------     -------------------     -------------------     -------------------

EXPENSES
  Real Estate Taxes            $  6,836     $ 0.49     $  8,320     $ 0.60     $  8,150     $ 0.59     $  8,320     $ 0.60
  Operating Expense               6,716       0.48        7,853       0.57        9,260       0.67       50,844       3.67
  General & Administrative       25,607       1.85        7,401       0.53        6,739       0.49        5,640       0.41
  Management Fee                      0       0.00        1,587       0.11        2,469       0.18        4,103       0.30
                               -------------------     -------------------     -------------------     -------------------
  Total Expenses               $ 39,158     $ 2.83     $ 25,162     $ 1.82     $ 26,618     $ 1.92     $ 68,907     $ 4.97
                               -------------------     -------------------     -------------------     -------------------

NET OPERATING INCOME           $ 95,495     $ 6.89     $133,554     $ 9.64     $142,003     $10.25     $ 79,344     $ 5.72
                               ===================     ===================     ===================     ===================
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: 7,000 square feet (50 percent of total net rentable area) is out for
signing with a new tenant. 1997 Budget forecasts a longer downtime period than
that which will likely occur.
<PAGE>

                                   DABNEY A-1
                            PROJECT DESIGNATOR: DA-1
                            REVISION: 6/11/97 @ 14:29
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/11/97 @ 14:30

<TABLE>
<CAPTION>
                      PRIMARY/                                                                        ANNUAL         
                     SECONDARY        SQUARE      LEASE        LEASE       OPTION      MINIMUM        MINIMUM       
TENANT                CODES            FEET       BEGIN         END        #/MOS       RENT/SF         RENT        
- ------               ---------        ------      -----        -----       ------      -------        -------      
<S>                    <C>            <C>         <C>           <C>        <C>        <C>     <C>       <C>        
# 1                    -              7,000       4/97          4/02          -               13.50     94,500     
Comquest Communic      -                                                              5/98    13.90     97,335
                                                                                      5/99    14.32    100,255
                                                                                      5/00    14.75    103,263
                                                                                      5/01    15.19    106,361

# 2                    -              8,389       5/97          5/07          -                8.50     71,307     
Pharmco Analytical     -                                                              6/98     8.76     73,446
                                                                                      6/99     9.02     75,649
                                                                                      6/00     9.29     77,919
                                                                                      6/01     9.57     80,256
                                                                                      6/02     9.85     82,664
                                                                                      6/03    10.15     85,144
                                                                                      6/04    10.45     87,698
                                                                                      6/05    10.77     90,329
                                                                                      6/06    11.09     93,039

                                    -------
                                     15,389
                                    =======

<CAPTION>

                        OVERAGE      CEILING      BREAKPOINT                     PRO RATA       % OF RENT   
TENANT                     %         (000'S)        (000'S)       RECOVERIES    SHARE BASE     SUBJ TO CPI 
- ------                  -------      -------      ----------      ----------    ----------     ----------- 
<S>                         <C>           <C>          <C>     <C>                  <C>   
# 1                         --            --           --      total expenses       72,246
Comquest Communic    
                     
                     
                     

# 2                         --            --            -      total expenses       ZERO
Pharmco Analytical   
</TABLE>
<PAGE>

                                   DABNEY A-1
                            PROJECT DESIGNATOR: DA-1
                            REVISION: 6/17/97 @ 15:46
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 15:47



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF DABNEY A-1 BEGINNING 7/1997
FOR 18 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- ------------

NRA
1997 VALUE -       15,389
THEREAFTER - CONSTANT

OCCA
1997 VALUE -       10,843
1998 VALUE -       15,389
1999 VALUE -       15,389
2000 VALUE -       15,389
2001 VALUE -       15,389
2002 VALUE -       13,056
2003 VALUE -       15,389
2004 VALUE -       15,389
2005 VALUE -       15,389
2006 VALUE -       15,389
2007 VALUE -       12,593
2008 VALUE -       15,389
2009 VALUE -       13,056
2010 VALUE -       15,389
2011 VALUE -       15,389
2012 VALUE -       15,389
2013 VALUE -       15,389
2014 VALUE -       13,292
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE -         1.50
1998 VALUE -         3.00
THEREAFTER - CONSTANT

EXP1
1997 VALUE -         1.75
1998 VALUE -         3.50
THEREAFTER - CONSTANT

3%
1997 VALUE -         3.00
THEREAFTER - CONSTANT

4%
1997 VALUE -         4.00
THEREAFTER - CONSTANT

CPI
1997 VALUE -         1.75
1998 VALUE -         3.50
THEREAFTER - CONSTANT
<PAGE>
                                                                          PAGE 2


1997 VALUE -         6.00
THEREAFTER - CONSTANT

COMR
1997 VALUE -         2.00
THEREAFTER - CONSTANT

COMB
+30.0% OF COMN +70.0% OF COMR

MARKET RATES
- ------------

MKT1
1997 VALUE -         8.50
THEREAFTER - GROWING AT GROWTH RATE INC1

TIRN
+25.0% OF TINW

TINW
1997 VALUE -         6.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
+70.0% OF TIRN +30.0% OF TINW

RESR
1997 VALUE -         0.20
THEREAFTER - GROWING AT GROWTH RATE EXP1

INSE
1997 VALUE -         0.10
THEREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

TAXES              , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        7,981
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       50,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES     , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        6,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES    , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross  , REFERRED TO AS GRSS
AN INFORMATIONAL EXPENSE
- -100.0% OF TAX      +2.0% OF OPEX
<PAGE>
                                                                          PAGE 3


INSURANCE            , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

total expenses       , REFERRED TO AS tote
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

TAX & INSURANCE      , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -         2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- -------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -     0.000% OF TOTAL RENT

STANDARD METHOD #2 -     0.000% OF TOTAL RENT

STANDARD METHOD #3 -     0.000% OF TOTAL RENT

STANDARD METHOD #4 -     0.000% OF TOTAL RENT

STANDARD METHOD #5 -     0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE  -        0.00
1998 VALUE  -        0.00
1999 VALUE  -        0.00
2000 VALUE  -        0.00
2001 VALUE  -        0.00
2002 VALUE  -        0.00
2003 VALUE  -        0.00
2004 VALUE  -        0.00
<PAGE>
                                                                          PAGE 4


2005 VALUE -       0.00
2006 VALUE -       0.00
2007 VALUE -       0.00
2008 VALUE -       0.00
2009 VALUE -       0.00
2010 VALUE -       0.00
2011 VALUE -       0.00
THEREAFTER - CONSTANT

ALTERATION   PAYOUTS
- --------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA


PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- -----------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF         RELATIVE
MONTH    ANNUAL SALES        VOLUME
- -----    ------------        --------
JAN            8.33%            1.00
FEB            8.33%            1.00
MAR            8.33%            1.00
APR            8.33%            1.00
MAY            8.33%            1.00
JUN            8.33%            1.00
JUL            8.33%            1.00
<PAGE>
                                                                          PAGE 5


AUG            8.33%            1.00
SEP            8.33%            1.00
OCT            8.33%            1.00
NOV            8.33%            1.00
DEC            8.33%            1.00
              -------        -------
TOTALS        100.00%          12.00

GLOBAL  RECOVERIES
- ------------------

Industrial Gross , REFERRED TO AS INGR
PRO RATA SHARE RECQVERY OF EXPENSE GRSS 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3

BASE LEASE DATES:      1/1996 TO 12/2005
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:             1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH     VACANT    SQ FT  MONTHS OF
TERM YEARS.MONTHS  MONTHS  INCREASE FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------  ------  -------- ---------  -----------   -----------
1        7.00          4     NONE     NONE          YES          YES
2        7.00          4     NONE     NONE          YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3% PER YEAR DURING EACH RENEWAL TERM
<PAGE>
                                                                          PAGE 6


RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF    2 LEASEHOLD TENANT(S):

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

#  1 - Comquest Communic
BASE LEASE DATES:       4/1997 TO 4/2002
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         7,000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    13.50/SF/YR
THEREAFTER - GROWING AT GROWTH RATE 3%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
 1       7.00         4       NONE       NONE        YES         YES
 2       7.00         4       NONE       NONE        YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP
A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
<PAGE>
                                                                          PAGE 7


RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 2 - Pharmco Analytical
BASE LEASE DATES:         5/1997 TO 5/2007
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           8,389
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      8.50/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
  1        7.00        4      NONE       NONE         YES        YES
  2        7.00        4      NONE       NONE         YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
1NCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                   Dabney A-2
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements

                                   Dabney A-2

Building NRA                         33,050 SF

<TABLE>
<CAPTION>
                                   1994 Actual             1995 Actual             1996 Actual             1997 Budget              
                               -------------------     -------------------     -------------------     -------------------
Item                           Amount       Per SF     Amount       Per SF     Amount       Per SF     Amount       Per SF
==========================================================================     ===================     ===================
<S>                            <C>          <C>        <C>          <C>        <C>          <C>        <C>          <C>   
INCOME
  Gross Income                 $      0     $ 0.00     $223,087     $ 6.75     $226,328     $ 6.85     $241,292     $ 7.30
  Reimbursements                      0       0.00            0       0.00       33,750       1.02       17,046       0.52
                               -------------------     -------------------     -------------------     -------------------
  Total Income                 $      0     $ 0.00     $223,087     $ 6.75     $260,078     $ 7.87     $258,338     $ 7.82
                               -------------------     -------------------     -------------------     -------------------

EXPENSES
  Real Estate Taxes            $  2,921     $ 0.09     $ 17,049     $ 0.52     $ 16,701     $ 0.51     $ 17,052     $ 0.52
  Operating Expense                 194       0.01        3,322       0.10        7,240       0.22        9,544       0.29
  General & Administrative        1,132       0.03        9,921       0.30        9,422       0.29       12,613       0.38
  Management Fee                      0       0.00        2,231       0.07        3,351       0.10        7,236       0.22
                               -------------------     -------------------     -------------------     -------------------
  Total Expenses               $  4,247     $ 0.13     $ 32,523     $ 0.98     $ 36,714     $ 1.11     $ 46,445     $ 1.41
                               -------------------     -------------------     -------------------     -------------------

NET OPERATING INCOME           $ (4,247)    $(0.13)    $190,565     $ 5.77     $223,364     $ 6.76     $211,893     $ 6.41
                               ===================     ===================     ===================     ===================
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: This was a build-to-suit for Pharmco in 1994. They commenced occupancy on
9/30/94 and used their contracted three months free rent, hence no reported 1994
income.
<PAGE>

                                   DABNEY A-2
                            PROJECT DESIGNATOR: DA-2
                            REVISION: 6/11/97 @ 14:45
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/11/97 @ 14:46

<TABLE>
<CAPTION>
                      PRIMARY/                                                                        ANNUAL         
                     SECONDARY        SQUARE      LEASE        LEASE       OPTION      MINIMUM        MINIMUM       
TENANT                CODES            FEET       BEGIN         END        #/MOS       RENT/SF         RENT        
- ------               ---------        ------      -----        -----       ------      -------        -------      
<S>                    <C>           <C>          <C>           <C>        <C>        <C>     <C>       <C>        
# 1                    --            33,050       9/94          8/04         --                8.50    280,925     
Pharmco Analytical     --                                                             9/97     8.67    286,544
                                                                                      9/98     8.84    292,274
                                                                                      9/99     9.02    298,120
                                                                                      9/00     9.20    304,082
                                                                                      9/01     9.38    310,164
                                                                                      9/02     9.57    316,367
                                                                                      9/03     9.76    322,695

                                    -------
                                     33,050
                                    =======

<CAPTION>

                        OVERAGE      CEILING      BREAKPOINT                     PRO RATA       % OF RENT   
TENANT                     %         (000'S)        (000'S)       RECOVERIES    SHARE BASE     SUBJ TO CPI 
- ------                  -------      -------      ----------      ----------    ----------     ----------- 
<S>                         <C>           <C>          <C>     <C>                  <C>        <C>
# 1                         --            --           --      total expenses       ZERO
Pharmco Anaytical    
</TABLE>
<PAGE>

                                   DABNEY A-2
                            PROJECT DESIGNATOR: DA-2
                            REVISION: 6/17/97 @ 15:49
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 15:49

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF DABNEY A-2 BEGINNING 7/1997
FOR 18 YEARS ON A FISCAL YEAR BASIS

AREA  MEASURES
- --------------

NRA
1997 VALUE -       33,050
THEREAFTER - CONSTANT

OCCA
1997 VALUE -       33,050
1998 VALUE -       33,050
1999 VALUE -       33,050
2000 VALUE -       33,050
2001 VALUE -       33,050
2002 VALUE -       33,050
2003 VALUE -       33,050
2004 VALUE -       22,033
2005 VALUE -       33,050
2006 VALUE -       33,050
2007 VALUE -       33,050
2008 VALUE -       33,050
2009 VALUE -       33,050
2010 VALUE -       33,050
2011 VALUE -       33,050
2012 VALUE -       22,033
2013 VALUE -       33,050
2014 VALUE -       33,050
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE -         1.50
1998 VALUE -         3.00
THEREAFTER - CONSTANT


1997 VALUE -         1.75
1998 VALUE -         3.50
THEREAFTER - CONSTANT

3 %
1997 VALUE -         3.00
THEREAFTER - CONSTANT

4%
1997 VALUE -         4.00
THEREAFTER - CONSTANT

CPI
1997 VALUE -         1.75
1999 VALUE -         3.50
THEREAFTER - CONSTANT

COMN
<PAGE>
                                                                          PAGE 2

1997 VALUE -         6.00
THEREAFTER - CONSTANT

COMR
1997 VALUE -         2.00
THEREAFTER - CONSTANT

COMB
 +30.O% OF COMN +70.0% OF COMR

MARKET RATES
- ------------

MKT1
1997 VALUE -         8.50
THEREAFTER - GROWING AT GROWTH RATE INC1

TIRN
 +25.0% OF TINW

TINW
1997 VALUE -         6.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
 +70.0@ OF  TIRN +30.0% OF TINW

RESR
1997 VALUE -         0.20
THEREAFTER - GROWING AT GROWTH RATE EXP1

INSE
1997 VALUE -         0.10
THEREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

TAXES               ,REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       16,353
1998 VALUE -       22,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        9,500
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES       , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       12,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES     , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
  3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross   , REFERRED TO AS GRSS
AN INFORMATIONAL EXPENSE
<PAGE>
                                                                          PAGE 3


+100.0% OF TAX      +2.0% OF OPEX

INSURANCE             , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

total expenses        , REFERRED TO AS tote
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

TAX & INSURANCE       , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -         2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -  0.000% OF TOTAL RENT

STANDARD METHOD #2 -  0.000% OF TOTAL RENT

STANDARD METHOD #3 -  0.000% OF TOTAL RENT

STANDARD METHOD #4 -  0.000% OF TOTAL RENT

STANDARD METHOD #5 -  0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD 44 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE -         0.00
1998 VALUE -         0.00
1999 VALUE -         0.00
2000 VALUE -         0.00
2001 VALUE -         0.00
2002 VALUE -         0.00
<PAGE>
                                                                          PAGE 4


2003 VALUE -         0.00
2004 VALUE -         0.00
2005 VALUE -         0.00
2006 VALUE -         0.00
2007 VALUE -         0.00
2008 VALUE -         0.00
2009 VALUE -         0.00
2010 VALUE -         0.00
2011 VALUE -         0.00
THEREAFTER - CONSTANT

ALTERATION   PAYOUTS
- --------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF         RELATIVE
MONTH    ANNUAL SALES         VOLUME
- ----     ------------        --------
JAN            8.33%             1.00
FEB            8.33%             1.00
MAR            8.33%             1.00
APR            8.33%             1.00
MAY            8.33%             1.00
<PAGE>
                                                                          PAGE 5


 JUN           8.33%            1.00
 JUL           8.33%            1.00
 AUG           8.33%            1.00
 SEP           8.33%            1.00
 OCT           8.33%            1.00
 NOV           8.33%            1.00
 DEC           8.33%            1.00
             -------         -------
TOTALS       100.00%            12.00

GLOBAL  RECOVERIES
- -----------------

Industrial Gross     , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:              1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
 1        7.00         4       NONE      NONE         YES         YES
 2        7.00         4       NONE      NONE         YES         YES

RENEWAL MINIMUM RENT:
<PAGE>
                                                                          PAGE 6


MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%      PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL  COMMISSIONS: GROWTH RATE COMB
RENEWAL  PAYOUT:        CASHED OUT

RENEWAL  ALTERATIONS:   MARKET RATE TIWA
RENEWAL  PAYOUT:        CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF     1 LEASEHOLD TENANT(S):

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

# 1 - Pharmco Analytical
BASE LEASE DATES:        9/1994 TO 8/2004
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          33,050
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      8.50/SF/YR
THEREAFTER - GROWING AT     2.00%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
  1        7.00        4      NONE      NONE         YES          YES
  2        7.00        4      NONE      NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
<PAGE>
                                                                          PAGE 7


AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                 Britton's Hill
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements

                                  Brittons Hill

Building NRA                        132,103 SF

<TABLE>
<CAPTION>
                                   1994 Actual             1995 Actual             1996 Actual             1997 Budget              
                               -------------------     -------------------     -------------------     -------------------
Item                           Amount       Per SF     Amount       Per SF     Amount       Per SF     Amount       Per SF
==========================================================================     ===================     ===================
<S>                            <C>          <C>        <C>          <C>        <C>          <C>        <C>          <C>   
INCOME
  Gross Income                 $533,149     $ 4.04     $536,089     $ 4.06     $494,091     $ 3.74     $480,294     $ 3.64
  Reimbursements                  5,126       0.04            0       0.00       86,326       0.65       85,329       0.65
                               -------------------     -------------------     -------------------     -------------------
  Total Income                 $538,274     $ 4.07     $536,089     $ 4.06     $580,417     $ 4.39     $565,623     $ 4.28
                               -------------------     -------------------     -------------------     -------------------

EXPENSES
  Real Estate Taxes            $ 30,606     $ 0.23     $ 30,606     $ 0.23     $ 29,982     $ 0.23     $ 30,294     $ 0.23
  Operating Expense              28,033       0.21       44,929       0.34       42,321       0.32       37,591       0.28
  General & Administrative        6,104       0.05       19,786       0.15       16,707       0.13       19,333       0.15
  Management Fee                      0       0.00        4,925       0.04        7,360       0.06       14,406       0.11
                               -------------------     -------------------     -------------------     -------------------
  Total Expenses               $ 64,744     $ 0.49     $100,246     $ 0.76     $ 96,370     $ 0.73     $101,624     $ 0.77
                               -------------------     -------------------     -------------------     -------------------

NET OPERATING INCOME           $473,531     $ 3.58     $435,844     $ 3.30     $484,047     $ 3.66     $463,999     $ 3.51
                               ===================     ===================     ===================     ===================
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                 BRITTON'S HILL
                            PROJECT DESIGNATOR: DBRI
                            REVISION: 6/11/97 @ 14:57
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/11/97 @ 14:57

<TABLE>
<CAPTION>
                      PRIMARY/                                                                        ANNUAL         
                     SECONDARY        SQUARE      LEASE        LEASE       OPTION      MINIMUM        MINIMUM       
TENANT                CODES            FEET       BEGIN         END        #/MOS       RENT/SF         RENT        
- ------               ---------        ------      -----        -----       ------      -------        -------      
<S>                    <C>            <C>         <C>           <C>        <C>        <C>     <C>       <C>        
# 1                    --            58,375       7/95          6/00         --                3.50    204,313
Circuit City           --                                                             7/98     3.63    212,076
                                                                                      7/99     3.77    220,135

# 2                    --            57,728       6/97          5/02         --                3.83    221,098
Colortree Inc.         --                                                             6/98     3.96    228,837
                                                                                      6/99     4.10    236,846
                                                                                      6/00     4.25    245,136
                                                                                      6/01     4.40    253,715

# 3                    --            16,000      12/92         12/98         --                3.60     57,600
Lucent Technologie     --                                                             1/98     3.64     58,291

                                    -------
                                    132,103
                                    =======

<CAPTION>

                        OVERAGE      CEILING      BREAKPOINT                     PRO RATA       % OF RENT   
TENANT                     %         (000'S)        (000'S)       RECOVERIES    SHARE BASE     SUBJ TO CPI 
- ------                  -------      -------      ----------      ----------    ----------     ----------- 
<S>                         <C>           <C>          <C>     <C>                  <C>        <C>
# 1                         --            --           --      total expenses       ZERO
Circuit City

# 2                         --            --           --      total expenses       ZERO
Colortree Inc.

# 3                         --            --           --      total expenses       ZERO
Lucent Technologie
</TABLE>
<PAGE>

                                 BRITTON'S HILL
                            PROJECT DESIGNATOR: DBRI
                            REVISION: 6/17/97 @ 16:39
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:26

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF BRITTON'S HILL BEGINNING 7/1997
FOR 18 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE -      132,103
THEREAFTER - CONSTANT

OCCA
1997 VALUE -      108,050
1998 VALUE -      132,103
1999 VALUE -      126,770
2000 VALUE -      112,645
2001 VALUE -      132,103
2002 VALUE -      112,860
2003 VALUE -      132,103
2004 VALUE -      132,103
2005 VALUE -      132,103
2006 VALUE -      126,770
2007 VALUE -      122,374
2008 VALUE -      122,374
2009 VALUE -      117,671
2010 VALUE -      127,292
2011 VALUE -      132,103
2012 VALUE -      132,103
2013 VALUE -      126,770
2014 VALUE -      132,103
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE -         1.50
1998 VALUE -         3.00
THEREAFTER - CONSTANT

EXP1
1997 VALUE -         1.75
1998 VALUE -         3.50
THEREAFTER - CONSTANT

3 %
1997 VALUE -         3.00
THEREAFTER - CONSTANT

4%
1997 VALUE -         4.00
THEREAFTER - CONSTANT

CPI
1997 VALUE -         1.75
1998 VALUE -         3.50
THEREAFTER - CONSTANT

COMN
<PAGE>
                                                                          PAGE 2


1997 VALUE -         6.00
THEREAFTER - CONSTANT

COMR
1997 VALUE -         2.00
THEREAFTER - CONSTANT

COMB
 +30.0% OF COMN +70.0% OF COMR


MARKET RATES
- ------------

MKT1
1997 VALUE -         4.00
THEREAFTER - GROWING AT GROWTH RATE INC1

TIRN
1997 VALUE   -       0.50
THEREAFTER - GROWING AT GROWTH RATE EXP1

TINW
1997 VALUE -         2.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
 +70.0% OF TIRN +30.0% OF TINW

TESR
1997 VALUE -         0.20
THEREAFTER - GROWING AT GROWTH RATE EXP1

TNSE
1997 VALUE -         0.10
THREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

TAXES                   , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       26,684
1998 VALUE -       38,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       40,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES          , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       19,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES        , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
 3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross , REFERRED TO AS GRSS
<PAGE>
                                                                          PAGE 3


AN INFORMATIONAL EXPENSE
+100.0% OF TAX     +2.0% OF OPEX

INSURANCE            , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

total expenses       , REFERRED TO AS tote
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

TAX & INSURANCE      , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -         2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 0.000% OF TOTAL RENT

STANDARD METHOD #2 - 0.000% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ---------------------

1997 VALUE -         0.00
1998 VALUE -         0.00
1999 VALUE -         0.00
2000 VALUE -         0.00
2001 VALUE -         0.00
<PAGE>
                                                                          PAGE 4


2002 VALUE  -        0.00
2003 VALUE  -        0.00
2004 VALUE  -        0.00
2005 VALUE  -        0.00
2006 VALUE  -        0.00
2007 VALUE  -        0.00
2008 VALUE  -        0.00
2009 VALUE  -        0.00
2010 VALUE  -        0.00
2011 VALUE  -        0.00
THEREAFTER  - CONSTANT

ALTERATION  PAYOUTS
- -------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- -------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ---------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- -----------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF        RELATIVE
MONTH   ANNUAL SALES        VOLUME
- -----   ------------        --------
JAN        8.33%               1.00
FEB        8.33%               1.00
MAR        8.33%               1.00
APR        8.33%               1.00
<PAGE>
                                                                          PAGE 5


MAY        8.33%               1.00
JUN        8.33%               1.00
JUL        8.33%               1.00
AUG        8.33%               1.00
SEP        8.33%               1.00
OCT        8.33%               1.00
NOV        8.33t               1.00
DEC        8.33%               1.00
         -------            -------
TOTALS   100.00%              12.00

GLOBAL  RECOVERIES
- ------------------

Industrial Gross    , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - references3
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:               1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -       0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH      VACANT   SQ FT    MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
  1      7.00         4       NONE      NONE        YES           YES
  2      7.00         4       NONE      NONE        YES           YES
<PAGE>
                                                                          PAGE 6


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%      PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

TENANTS

THERE ARE A TOTAL OF     3 LEASEHOLD TENANT(S);

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

# 1 - Circuit City
BASE LEASE DATES:        7/1995 TO 6/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          58,375
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -         3.50/SF/YR
THEREAFTER - GROWING AT    3.80%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
  1       7.00        4       NONE      NONE         YES         YES
  2       7.00        4       NONE      NONE         YES         YES
  3       7.00        4       NONE      NONE         YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
<PAGE>
                                                                          PAGE 7


CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

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

# 2 - Colortree Inc.
BASE LEASE DATES:         6/1997 TO 5/2002
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           57,728
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      3.83/SF/YR
THEREAFTER - GROWING AT      3.50%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
  1       7.00        4       NONE       NONE       YES          YES
  2       7.00        4       NONE       NONE       YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%      PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

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

# 3 - Lucent Technologie
BASE LEASE DATES:       12/1992 TO 12/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           16,000
<PAGE>
                                                                          PAGE 8


SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      3.60/SF/YR
THEREAFTER - GROWING AT     1.20%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH    VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
  1      7.00         4       NONE      NONE         YES         YES
  2      7.00         4       NONE      NONE         YES         YES
  3      7.00         4       NONE      NONE         YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                               Westmoreland Plaza
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements
                               Westmoreland Plaza

<TABLE>
<CAPTION>
Building NRA                         121,815 SF

                                     1994 Actual             1995 Actual            1996 Actual             1997 Budget
                                --------------------    --------------------    -------------------    --------------------
Item                              Amount      Per SF       Amount     Per SF      Amount     Per SF        Amount    Per SF
============================================================================    ===================    ====================
<S>                             <C>         <C>         <C>          <C>        <C>         <C>        <C>          <C>    
INCOME
   Gross Income                 $  173,318  $   1.42    $  451,690   $  3.71    $  465,241  $  3.82    $  479,203   $  3.93
   Reimbursements                        0      0.00        50,349      0.41        49,322     0.40        74,379      0.61
                                --------------------    --------------------    -------------------    --------------------
   Total Income                 $  173,318  $   1.42    $  502,040   $  4.12    $  514,563  $  4.22    $  553,582   $  4.54
                                --------------------    --------------------    -------------------    --------------------

EXPENSES
   Real Estate Taxes            $        0  $   0.00    $   50,349   $  0.41    $   49,322  $  0.40    $   50,348   $  0.41
   Operating Expense                84,083      0.69         4,397      0.04         7,432     0.06         8,177      0.07
   General & Administrative          8,911      0.07        16,840      0.14         8,930     0.07        19,302      0.16
   Management Fee                        0      0.00             0      0.00         3,489     0.03        15,854      0.13
                                --------------------    --------------------    -------------------    --------------------
   Total Expenses               $   92,995  $   0.76    $   71,586   $  0.59    $   69,173  $  0.57    $   93,681   $  0.77
                                --------------------    --------------------    -------------------    --------------------

NET OPERATING INCOME            $   80,324  $  0.66     $  430,454   $  3.53    $  445,390 $  3.66     $  459,901   $  3.78
                                ====================    ====================    ===================    ====================

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: low income attributed to below market occupancy in 1994.
<PAGE>

                                  WESTMORELAND
                            PROJECT DESIGNATOR: DWES
                           REVISION: 6/11/97 @ 15:02
                             LEASE ABSTRACT REPORT
                                FOR ALL TENANTS
                                6/11/97 @ 15:03

<TABLE>
<CAPTION>
                 PRIMARY/                                      ANNUAL
                SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM  MINIMUM  OVERAGE CEILING BREAKPOINT             PRO RATA   % OF RENT
     TENANT       CODES    FEET   BEGIN  END   #/MOS  RENT/SF    RENT      %     (000'S)  (000'S) RECOVERIES  SHARE BASE SUBJ TO CPI
- --------------- -------- -------  ----- ----- ------ --------  -------- ------- ------- --------- ----------  ---------- -----------
<S>                 <C>  <C>      <C>   <C>      <C> <C>  <C>   <C>         <C>     <C>     <C> <C>              <C>
# 1                 -    115,815  10/93 12/98    -        3.93  455,153     -       -       -   total expenses   ZERO
Capital One Bank    -                                1/98 4.05  468,808
                        --------
                         115,815
                        ========
</TABLE>
<PAGE>

                                  WESTMORELAND
                            PROJECT DESIGNATOR: DWES
                            REVISION: 6/17/97 @ 16:41
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:27

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF WESTMORELAND BEGINNING 7/1997
F0R 18 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE     -       121,815
THEREAFTER     - CONSTANT

OCCA
1997 VALUE     -       121,815
1998 VALUE     -       121,815
1999 VALUE     -        81,210
200O VALUE     -       121,815
2001 VALUE     -       121,815
2002 VALUE     -       121,815
2003 VALUE     -       121,815
2004 VALUE     -       121,815
2005 VALUE     -       121,815
2006 VALUE     -        81,210
2007 VALUE     -       121,815
2008 VALUE     -       121,815
2009 VALUE     -       121,815
2010 VALUE     -       121,815
2011 VALUE     -       121,815
2012 VALUE     -       121,815
2013 VALUE     -        81,210
2014 VALUE     -       121,815
THEREAFTER     - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE    -           1.50
1998 VALUE    -           3.00
THEREAFTER    -  CONSTANT

EXP1
1997 VALUE    -           1.75
1998 VALUE    -           3.50
THEREAFTER    -  CONSTANT

3%
1997 VALUE    -           3.00
THEREAFTER    -  CONSTANT

4%
1997 VALUE    -           4.00
THEREAFTER    -  CONSTANT

CPI
1997 VALUE    -           1.75
1998 VALUE    -           3.50
THEREAFTER    -   CONSTANT

COMN
<PAGE>

                                                                          PAGE 2


1997 VALUE -          6.00
THEREAFTER -  CONSTANT

COMR
1997 VALUE -          2.00
THEREAFTER -  CONSTANT

COMB
 +30.O% OF COMN +70.0% OF COMR

MARKET RATES
- ------------

MKT1
1997 VALUE -          5.00
THEREAFTER - GROWING AT GROWTH RATE INC1

TIRN
1997 VALUE -          0.50
THEREAFTER - GROWING AT GROWTH RATE EXP1

TINW
1997 VALUE -          2.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
 +70.O% OF TIRN +30.O% OF TINW

RESR
1997 VALUE -          0.20
THEREAFTER - GROWING AT GROWTH RATE EXP1

INSE
1997 VALUE -          0.10
THEREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

TAXES                , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       48,294
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -         8,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES        , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       15,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES     , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
  3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross , REFERRED TO AS GRSS
AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3


+100.0% OF TAX       +2.0% OF OPEX

INSURANCE              , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

total expenses         , REFERRED TO AS tote
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

TAX & INSURANCE        , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.O% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -           2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1  -  0.000% OF TOTAL RENT

STANDARD METHOD #2  -  0.000% OF TOTAL RENT

STANDARD METHOD #3  -  0.000% OF TOTAL RENT

STANDARD METHOD #4  -  0.000% OF TOTAL RENT

STANDARD METHOD #5  -  0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1  -  CASHED OUT

STANDARD METHOD #2  -  AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3  -  CASHED OUT

STANDARD METHOD #4  -  CASHED OUT

STANDARD METHOD #5  -  CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE   -   0.00
1998 VALUE   -   0.00
1999 VALUE   -   0.00
2000 VALUE   -   0.00
2001 VALUE   -   0.00
2O02 VALUE   -   0.00
<PAGE>

                                                                          PAGE 4


2003 VALUE  -  0.00
2004 VALUE  -  0.00
2005 VALUE  -  0.00
2006 VALUE  -  0.00
2007 VALUE  -  0.00
2008 VALUE  -  0.00
2009 VALUE  -  0.00
2010 VALUE  -  0.00
2011 VALUE  -  0.00
THEREAFTER  - CONSTANT

ALTERATION  PAYOUTS
- -------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF        RELATIVE
MONTH    ANNUAL SALES         VOLUME
- -----    ------------       --------
JAN           8.33%             1.00
FEE           8.33%             1.00
MAR           8.33%             1.00
APR           8.33%             1.00
MAY           8.33%             1.00
<PAGE>

                                                                          PAGE 5


JUN            8.33%           1.00
JUL            8.33%           1.00
AUG            8.33%           1.00
SEP            8.33%           1.00
OCT            8.33%           1.00
NOV            8.33%           1.00
DEC            8.33%           1.00
             -------         ------
TOTALS       100.00%          12.00

GLOBAL  RECOVERIES
- -----------------

Industrial Gross     , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:              1
NOT SUBJECT TO VACANCY  ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------  ------  --------  ---------   -----------   -----------
  1        7.00         4      NONE       NONE         YES           YES
  2        7.00         4      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
<PAGE>

                                                                          PAGE 6


MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%   PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF     1 LEASEHOLD TENANT(S):

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

# 1 - Capital One Bank
BASE LEASE DATES:       10/1993 TO 12/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:         121,815
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      3.93/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE  FREE RENT  COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------  ---------  -----------   -----------
  1        7.00          4      NONE      NONE         YES          YES
  2        7.00          4      NONE      NONE         YES          YES
  3        7.00          4      NONE      NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%     PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
<PAGE>

                                                                          PAGE 7


WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                  Morton Marks
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements

                           Morton Marks (2201 Dabney)
                                     20130

<TABLE>
<CAPTION>
Building NRA                          45,000 SF

                                     1994 Actual             1995 Actual            1996 Actual             1997 Budget
                                --------------------    --------------------    -------------------    --------------------
Item                              Amount      Per SF       Amount     Per SF      Amount     Per SF        Amount    Per SF
============================================================================    ===================    ====================
<S>                             <C>         <C>         <C>          <C>        <C>         <C>        <C>          <C>    
INCOME
   Gross Income                 $  141,840  $  3.15     $  153,362   $  3.41    $  154,123  $  3.42    $  157,314   $  3.50
   Reimbursements                        0     0.00              0      0.00         1,939     0.04        14,820      0.33
                                --------------------    --------------------    -------------------    --------------------
   Total Income                 $  141,840  $  3.15     $  153,362   $  3.41    $  156,062  $  3.47    $  172,134   $  3.83
                                --------------------    --------------------    -------------------    --------------------

EXPENSES
   Real Estate Taxes            $   19,550  $  0.43     $   20,408   $  0.45    $   18,254  $  0.41    $   5,920    $  0.13
   Operating Expense                   602     0.01          1,506      0.03           851     0.02        4,094       0.09
   General & Administrative              0     0.00            970      0.02           585     0.01          150       0.00
   Management Fee                        0     0.00              0      0.00             0     0.00        4,806       0.11
                                --------------------    --------------------    -------------------    --------------------
   Total Expenses               $   20,153  $  0.45     $   22,884   $  0.51    $   19,690  $  0.44    $  14,970    $  0.33
                                --------------------    --------------------    -------------------    --------------------

NET OPERATING INCOME            $  121,687  $  2.70     $  130,478   $  2.90    $  136,372  $  3.03    $ 157,164    $  3.49
                                ====================    ====================    ===================    ====================

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                  MORTON MARKS
                            PROJECT DESIGNATOR: DMOR
                           REVISION: 6/11/97 @ 15:15
                             LEASE ABSTRACT REPORT
                                FOR ALL TENANTS
                                6/11/97 @ 15:16

<TABLE>
<CAPTION>
                 PRIMARY/                                      ANNUAL
                SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM  MINIMUM  OVERAGE CEILING BREAKPOINT             PRO RATA   % OF RENT
     TENANT       CODES    FEET   BEGIN  END   #/MOS  RENT/SF    RENT      %     (000'S)  (000'S) RECOVERIES  SHARE BASE SUBJ TO CPI
- --------------- -------- -------  ----- ----- ------ --------  -------- ------- ------- --------- ----------  ---------- -----------
<S>                 <C>  <C>      <C>   <C>      <C> <C>  <C>   <C>         <C>     <C>     <C> <C>              <C>
#  1                 -   45,000   8/88  6/99     -        3.55  159,750     -        -      -   total expenses   ZERO
Morton Marks         -                              7/98  3.66  164,543
                        -------
                         45,000
                        =======
</TABLE>
<PAGE>

                                  MORTON MARKS
                            PROJECT DESIGNATOR: DMOR
                            REVISION: 6/17/97 @ 16:37
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:28

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF MORTON MARKS BEGINNING 7/1997
FOR 18 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE   -       45,000
THEREAFTER   - CONSTANT

OCCA
1997 VALUE   -   45,000
1998 VALUE   -   45,000
1999 VALUE   -   30,000
2000 VALUE   -   45,000
2001 VALUE   -   45,000
2002 VALUE   -   45,000
2003 VALUE   -   45,000
2004 VALUE   -   45,000
2005 VALUE   -   45,000
2006 VALUE   -   37,500
2007 VALUE   -   37,500
2008 VALUE   -   45,000
2009 VALUE   -   45,000
2010 VALUE   -   45,000
2011 VALUE   -   45,000
2012 VALUE   -   45,000
2013 VALUE   -   45,000
2014 VALUE   -   30,000
THEREAFTER   - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE  -      1.50
1998 VALUE  -      3.00
THEREAFTER  - CONSTANT

EXP1
1997 VALUE  -      1.75
1998 VALUE  -      3.50
THEREAFTER  - CONSTANT

3%
1997 VALUE  -      3.00
THEREAFTER  - CONSTANT

4%
1997 VALUE  -      4.00
THEREAFTER  - CONSTANT

CPI
1997 VALUE  -      1.75
1998 VALUE  -      3.50
THEREAFTER  - CONSTANT

COMN
<PAGE>

                                                                          PAGE 2


1997 VALUE -         6.00
THEREAFTER -  CONSTANT

COMR
1997 VALUE -         2.00
THEREAFTER -  CONSTANT

COMB
+30.0% OF COMN +70.0% OF COMR

MARKET RATES
- ------------

MKTI
1997 VALUE -         4.00
THEREAFTER - GROWING AT GROWTH RATE INC1

TIRN
1997 VALUE -        0.50
THEREAFTER - GROWING AT GROWTH RATE EXP1

TINW
1997 VALUE -       2.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
+70.0% OF TIRN +30.0% OF TINW

RESR
1997 VALUE  -       0.20
THEREAFTER  - GROWING AT GROWTH RATE EXP1

INSE
1997 VALUE  -       0.10
THEREAFTER  - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

TAXES               ,  REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        13,949
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        4,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES      , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        1,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES    , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
  3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross , REFERRED TO AS GRSS
AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3


+100.0% OF TAX  +2.0% OF OPEX

INSURANCE           , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

total expenses      , REFERRED TO AS tote
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

TAX & INSURANCE      , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -          2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1    -  0.000% OF TOTAL RENT

STANDARD METHOD #2    -  0.000% OF TOTAL RENT

STANDARD METHOD #3    -  0.000% OF TOTAL RENT

STANDARD METHOD #4    -  0.000% OF TOTAL RENT

STANDARD METHOD #5    -  0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1    - CASHED OUT

STANDARD METHOD #2    - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3    - CASHED OUT

STANDARD METHOD #4    - CASHED OUT

STANDARD METHOD #5    - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE   -     0.00
1998 VALUE   -     0.00
1999 VALUE   -     0.00
2000 VALUE   -     0.00
2001 VALUE   -     0.00
2002 VALUE   -     0.00
<PAGE>

                                                                          PAGE 4


2003 VALUE   -     0.00
2004 VALUE   -     0.00
2005 VALUE   -     0.00
2006 VALUE   -     0.00
2007 VALUE   -     0.00
2008 VALUE   -     0.00
2009 VALUE   -     0.00
2010 VALUE   -     0.00
2011 VALUE   -     0.00
THEREAFTER   - CONSTANT

ALTERATION  PAYOUTS
- -------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
 ---------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
 ---------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF        RELATIVE
MONTH    ANNUAL SALES        VOLUME
- -----    ------------       --------
 JAN         8.33%            1.00
 FEB         8.33%            1.00
 MAR         8.33%            1.00
 APR         8.33%            1.00
 MAY         8.33%            1.00
<PAGE>

                                                                          PAGE 5


 JUN           8.33%           1.00
 JUL           8.33%           1.00
 AUG           8.33%           1.00
 SEP           8.33%           1.00
 OCT           8.33%           1.00
 NOV           8.33%           1.00
 DEC           8.33%           1.00
             -------         ------
TOTALS       100.00%          12.00

GLOBAL   RECOVERIES
- -------------------

Industrial Gross         ,  REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:              1/1996 TO 12/2005
TYPE OF TENANT:                OFFICE
SQUARE FOOTAGE:                     1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -          0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH       VACANT    SQ FT     MONTHS OF
TERM.  YEARS.MONTHS    MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------    ------   --------   ---------   -----------  -----------
  1        7.00           4       NONE        NONE          YES          YES
  2        7.00           4       NONE        NONE          YES          YES

RENEWAL MINIMUM RENT:
<PAGE>

                                                                          PAGE 6


MARKET RATE MKTI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF   1 LEASEHOLD TENANT(S):

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

# I - Morton Marks
BASE LEASE DATES:        8/1988 TO 6/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          45,000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE  -      3.55/SF/YR
THEREAFTER  -  GROWING AT    3.00%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------  ------  --------   ---------   -----------   -----------
  1        7.00         4      NONE         NONE        YES          YES
  2        7.00         4      NONE         NONE        YES          YES
  3        7.00         4      NONE         NONE        YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
<PAGE>

                                                                          PAGE 7


WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                              2110 Tomlynn Street I
                           Operating Expense Statement
                         Pro-Ject Lease Abstract Report
                           Pro-Ject Assumptions Report
<PAGE>

                        Historical Operating Statements
                               2110 Tomlyn Street

<TABLE>
<CAPTION>
Building NRA                         15,910 SF

                                     1994 Actual             1995 Actual            1996 Actual             1997 Budget
                                --------------------    --------------------    -------------------    --------------------
Item                              Amount      Per SF       Amount     Per SF      Amount     Per SF        Amount    Per SF
============================================================================    ===================    ====================
<S>                             <C>         <C>         <C>          <C>        <C>         <C>        <C>          <C>    

INCOME
   Gross Income                 $  27,584   $  1.73     $  55,685    $  3.50    $   65,761  $  4.13    $  68,390    $  4.30
   Reimbursements                       0      0.00             0       0.00         4,056     0.25       12,588       0.79
                                --------------------    --------------------    -------------------    --------------------
   Total Income                 $  27,584   $  1.73     $  55,685    $  3.50    $   69,817  $  4.39    $  80,978       5.09
                                --------------------    --------------------    -------------------    --------------------

EXPENSES
   Real Estate Taxes            $       0   $  0.00     $       0    $  0.00    $    1,737  $  0.11    $   2,094    $  0.13
   Operating Expense                1,089      0.07         4,732       0.30         1,100     0.07        8,354       0.53
   General & Administrative         4,563      0.29         2,284       0.14         2,558     0.16        2,539       0.16
   Management Fee                       0      0.00             0       0.00             0     0.00        2,140       0.13
                                --------------------    --------------------    -------------------    --------------------
   Total Expenses               $   5,652   $  0.36     $   7,015    $  0.44    $    5,395  $  0.34    $  15,127    $  0.95
                                --------------------    --------------------    -------------------    --------------------

NET OPERATING INCOME            $  21,932   $  1.38     $  48,670    $  3.06    $   64,422  $  4.05    $  65,851    $  4.14
                                ====================    ====================    ===================    ====================

- ---------------------------------------------------------------------------------------------------------------------------
Note: low income attributed to below market occupancy in 1994. Property has since stabilized.
</TABLE>
<PAGE>

                              2110 TOMLYNN STREET
                            PROJECT DESIGNATOR: DTOM
                           REVISION: 6/11/97 @ 15:18
                             LEASE ABSTRACT REPORT
                                FOR ALL TENANTS
                                6/11/97 @ 15:18

<TABLE>
<CAPTION>
                 PRIMARY/                                      ANNUAL
                SECONDARY SQUARE  LEASE LEASE OPTION  MINIMUM  MINIMUM  OVERAGE CEILING BREAKPOINT             PRO RATA   % OF RENT
     TENANT       CODES    FEET   BEGIN  END   #/MOS  RENT/SF    RENT      %     (000'S)  (000'S) RECOVERIES  SHARE BASE SUBJ TO CPI
- --------------- -------- -------  ----- ----- ------ --------  -------- ------- ------- --------- ----------  ---------- -----------
<S>                 <C>  <C>      <C>   <C>      <C> <C>  <C>   <C>         <C>     <C>     <C> <C>              <C>
#  1                -    15,910   2/95  2/00     -        4.33  68,890      -       -       -   total expenses   ZERO
Reynolds Metals Co  -                                3/98 4.50  71,646
                                                     3/99 4.68  74,512
                        -------
                         15,910
                        =======
</TABLE>
<PAGE>

                               2110 TOMLYNN STREET
                            PROJECT DESIGNATOR: DTOM
                            REVISION: 6/17/97 @ 16:40
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/17/97 @ 23:28

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF 2110 TOMLYNN STREET BEGINNING 7/1997
FOR 18 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE     -       15,910
THEREAFTER     - CONSTANT

OCCA
1997 VALUE     -       15,910
1998 VALUE     -       15,910
1999 VALUE     -       15,910
2000 VALUE     -       10,607
2001 VALUE     -       15,910
2002 VALUE     -       15,910
2003 VALUE     -       15,910
2004 VALUE     -       15,910
2005 VALUE     -       15,910
2006 VALUE     -       15,910
2007 VALUE     -       10,607
2008 VALUE     -       15,910
2009 VALUE     -       15,910
2010 VALUE     -       15,910
2011 VALUE     -       15,910
2012 VALUE     -       15,910
2013 VALUE     -       15,910
2014 VALUE     -       13,258
THEREAFTER     - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE     -         1.50
1998 VALUE     -         3.00
THEREAFTER     - CONSTANT

EXP1
1997 VALUE     -         1.75
1998 VALUE     -         3.50
THEREAFTER     - CONSTANT

3%
1997 VALUE     -         3.00
THEREAFTER     - CONSTANT

4%
1997 VALUE     -         4.00
THEREAFTER     - CONSTAN7T

CPI
1997 VALUE     -         1.75
1998 VALUE     -         3.50
THEREAFTER     - CONSTANT

COMN
<PAGE>

                                                                          PAGE 2


1997 VALUE -         6.00
THEREAFTER -  CONSTANT

COMR
1997 VALUE -         2.00
THEREAFTER -  CONSTANT

COMB
 +30.0% OF COMN +70.0% OF COMR


MARKET RATES
- ------------

MKT1
1997 VALUE -         4.00
THEREAFTER  - GROWING AT  GROWTH RATE INC1

TIRN
1997 VALUE  -        0.50
THEREAFTER  - GROWING AT  GROWTH RATE EXP1

TINW
1997 VALUE  -        2.00
THEREAFTER  - GROWING AT GROWTH RATE EXP1

TIWA
 +70.0% OF  TIRN +30.0% OF TINW

RESR
1997 VALUE  -        0.20
THEREAFTER  - GROWING AT GROWTH RATE EXP1

INSE
1997 VALUE  -        0.10
THEREAFTER  - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

TAXES              ,  REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       4,765
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       6,000
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES       , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       2,600
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES     , REFERRED TO AS MGMT
CHARGED AGAINST NET OPERATING INCOME
 3.00% OF EFFECTIVE GROSS INCOME

Industrial Gross , REFERRED TO AS GRSS
AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 3


+100.0% OF TAX    +2.0% OF OPEX

INSURANCE            , REFERRED TO AS INSE
AN INFORMATIONAL EXPENSE
MARKET RATE INSE MULTIPLIED BY AREA MEASURE NRA

total expenses       , REFERRED TO AS tote
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

TAX & INSURANCE      , REFERRED TO AS TX&I
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF INSE

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -          2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1  -  0.000% OF TOTAL RENT

STANDARD METHOD #2  -  0.000% OF TOTAL RENT

STANDARD METHOD #3  -  0.000% OF TOTAL RENT

STANDARD METHOD #4  -  0.000% OF TOTAL RENT

STANDARD METHOD #5  -  0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- -----------------

STANDARD METHOD #1  - CASHED OUT

STANDARD METHOD #2  - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4  - CASHED OUT

STANDARD METHOD #5  - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE   -    0.00
1998 VALUE   -    0.00
1999 VALUE   -    0.00
2000 VALUE   -    0.00
2001 VALUE   -    0.00
2002 VALUE   -    0.00
<PAGE>

                                                                          PAGE 4


2003 VALUE  -     0.00
2004 VALUE  -     0.00
2005 VALUE  -     0.00
2006 VALUE  -     0.00
2007 VALUE  -     0.00
2008 VALUE  -     0.00
2009 VALUE  -     0.00
2010 VALUE  -     0.00
2011 VALUE  -     0.00
THEREAFTER  - CONSTANT

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- -------------------

          PERCENT OF        RELATIVE
MONTH    ANNUAL SALES        VOLUME
- -----    ------------       --------
 JAN         8.33%            1.00
 FEB         8.33%            1.00
 MAR         8.33%            1.00
 APR         8.33%            1.00
 MAY         8.33%            1.00
<PAGE>

                                                                          PAGE 5


  JUN           8.33%           1.00
  JUL           8.33%           1.00
  AUG           8.33%           1.00
  SEP           8.33%           1.00
  OCT           8.33%           1.00
  NOV           8.33%           1.00
  DEC           8.33%           1.00
              -------         ------
TOTALS        100.00%          12.00

GLOBAL RECOVERIES
- -----------------

Industrial Gross          ,  REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE GRSS
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF  1 REFERENCE TENANT(S):

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

# 1 - reference3
BASE LEASE DATES:               1/1996 TO 12/2005
TYPE OF TENANT:                 OFFICE
SQUARE FOOTAGE:                      1
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -        0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT   SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE  FREE RENT   COMMISSIONS  ALTERATIONS
- ----  ------------   ------  --------  ---------   -----------  -----------
   1       7.00         4     NONE        NONE          YES          YES
   2       7.00         4     NONE        NONE          YES          YES

RENEWAL MINIMUM RENT:
<PAGE>

                                                                          PAGE 6


MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%   PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

TENANTS
- -------

THERE ARE A TOTAL OF     1 LEASEHOLD TENANT(S):

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

# 1 - Reynolds Metals Co
BASE LEASE DATES:        2/1995 TO 2/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          15,910
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -      4.33/SF/YR
THEREAFTER -  GROWING AT    4.00%

RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT    MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------  -----------  -----------
   1        7.00        4      NONE       NONE       YES          YES
   2        7.00        4      NONE       NONE       YES          YES
   3        7.00        4      NONE       NONE       YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE 3%  PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

total expenses
PRO RATA SHARE RECOVERY OF EXPENSE tote
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
<PAGE>

                                                                          PAGE 7

WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS: GROWTH RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================


                           Improved Sales Comparables
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------

I-1                                              Sale

Location:                                        3701 Saunders Avenue
                                                 Richmond, VA

Date of Sale:                                    04/01/96

Physical Description:

  Land Area:                                     279,655 Square Feet
                                                 6.42 Acres
  Gross Building Area:                           64,705 Square Feet
  Finished Office Area:                          80.0 %
  % Air Conditioned:                             80 %
  Sprinklered:                                   No
  Year Built:                                    1984
  Land/Building Ratio:                           4.32:1
  Rail Access:                                   No

Sale Price:                                      $3,300,000

Economic Indicators:
  Net Operating Income:                          $396,000       Buyer's Proforma

Appraisal Indicators:
  Overall Rate (OAR):                            12.0%

Sale Price/Square Foot (GSF):                    $51.00

DCA4-4273
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------

I-2                                              Sale

Building Name:                                   Technology Park

Location:                                        1001-1063 Technology Park
                                                 Richmond, Henrico, VA

Parcel Number:                                   033-A-52

Grantor:                                         Virginia Center

Grantee:                                         Highwoods Realty LP

Date of Sale:                                    11/29/94

Recording Data:                                  2558-499

Recording Date:                                  11/29/94

Physical Description:

 Land Area:                                      736,600 Square Feet
                                                 16.91 Acres
 Gross Building Area:                            120,098 Square Feet
 Finished Office Area:                           70.0 %
 % Air Conditioned:                              70 %
 Sprinklered:                                    No
 Year Built:                                     1985
 Land/Building Ratio:                            6.13:1
 Rail Access:                                    No
 Construction Type:                              Masonry
 Zoning:                                         M-1C

Sale Price:                                      $7,241,905

Terms of Sale:                                   Cash to seller

Economic Indicators:
 Gross Annual Income:                            $1,089,538    Seller's Proforma
 Less: Vacancy:                                  $21,791       Seller's Proforma
 Effective Gross Income:                         $1,067,747    Seller's Proforma
 Less: Operating Expenses:                       $171,740      Seller's Proforma
 Net Operating Income:                           $896,007      Seller's Proforma

Appraisal Indicators:
 Overall Rate (OAR):                             12.37%

Sale Price/Square Foot (GSF):                    $60.30
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------

I-2 Continued
COMMENTS:
 Tenants pay rent on a net basis with expense pass throughs.

DCA4-4278
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------

I-3                                              Sale

Building Name:                                   Gaskins Centre A & C

Location:                                        3801-3827 Gaskins Rd & 9878
                                                 to 9898 Mayland Drive
                                                 Richmond, Henrico, VA

Parcel Number:                                   48-4-D-1A, 1B

Grantor:                                         Crown Life Insurance Co

Grantee:                                         Banks Gaskins LP

Date of Sale:                                    12/29/94

Recording Data:                                  2562-1857

Recording Date:                                  12/29/94

Physical Description:

 Land Area:                                      428,195 Square Feet
                                                 9.83 Acres
 Gross Building Area:                            97,394 Square Feet
 Finished Office Area:                           55.0 %
 % Air Conditioned:                              55 %
 Sprinklered:                                    No
 Year Built:                                     1986
 Land/Building Ratio:                            4.4:1
 Rail Access:                                    No
 Zoning:                                         M-1C

Sale Price:                                      $5,350,000

Terms of Sale:                                   Cash equivalent

Economic Indicators:
 Gross Annual Income:                            $715,902      Seller's Proforma
 Less: Vacancy:                                  $35,795       Seller's Proforma
 Effective Gross Income:                         $680,107      Seller's Proforma
 Less: Operating Expenses:                       $118,632      Seller's Proforma
 Net Operating Income:                           $561,475      Seller's Proforma

Appraisal Indicators:
 Overall Rate (OAR):                             10.5%

Sale Price/Square Foot (GSF):                    $54.93
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------

I-3 Continued
COMMENTS:
  Rents in this property were in the $6.62 to $9.05 per
  square foot range, with tenants responsible for
  utilities and janitorial.

DCA4-4277
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-4                                              Sale

Building Name:                                   Hanover Industrial Air Park

Location:                                        11351 Virginia Precast Road
                                                 Hanover, Hanover, VA

Parcel Number:                                   7798-06-02399

Grantor:                                         Hydro Conduit Corporation

Grantee:                                         UBI Corp

Date of Sale:                                    02/19/97

Recording Data:                                  1239-0655

Recording Date:                                  02/19/97

Physical Description:

  Land Area:                                     1,665,299 Square Feet
                                                 38.23 Acres
  Gross Building Area:                           79,068 Square Feet
  Finished Office Area:                          5.1 %
  % Air Conditioned:                             5.1 %
  Sprinklered:                                   No
  Land/Building Ratio:                           21:1
  Rail Access:                                   No

Sale Price:                                      $3,000,000

Terms of Sale:                                   Cash to seller

Sale Price/Square Foot (GSF):                    $37.94

COMMENTS:

DCA4-4274
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-5                                              Sale

Building Name:                                   Sammis Business Center

Location:                                        510 Eastpark Court
                                                 Henrico, Henrico, VA

Parcel Number:                                   155-9-B-1 (pt)

Grantor:                                         Richmond Business Center Assoc

Grantee:                                         Liberty Property Development

Date of Sale:                                    10/01/96

Recording Data:                                  2676-1317

Recording Date:                                  10/01/96

Physical Description:

  Land Area:                                     423,403 Square Feet
                                                 9.72 Acres
  Gross Building Area:                           196,800 Square Feet
  Finished Office Area:                          5.1 %
  % Air Conditioned:                             5.1 %
  Sprinklered:                                   No
  Year Built:                                    1990
  Land/Building Ratio:                           2.15:1
  Rail Access:                                   No
  Construction Type:                             Masonry
  Zoning:                                        M-1

Sale Price:                                      $6,611,622

Terms of Sale:                                   None recorded

Economic Indicators:
  Gross Annual Income:                           $808,848      Seller's Proforma
  Effective Gross Income:                        $808,848      Seller's Proforma
  Less: Operating Expenses:                      $108,016      Seller's Proforma
  Net Operating Income:                          $700,832      Seller's Proforma

Appraisal Indicators:
  Overall Rate (OAR):                            10.6%

Sale Price/Square Foot (GSF):                    $33.60
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-5 Continued
COMMENTS:
 This was part of a five property transaction.

DCA4-4276
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-6                                              Sale

Building Name:                                   Oakley's Center

Location:                                        4200 Oakleys Place
                                                 Henrico, Henrico, VA

Parcel Number:                                   154-3-B-1 (pt)

Grantor:                                         Oakley's Center Associates

Grantee:                                         Liberty Property Development

Date of Sale:                                    10/01/96

Recording Data:                                  2676-1300

Recording Date:                                  10/10/96

Physical Description:

  Land Area:                                     326,700 Square Feet
                                                 7.50 Acres
  Gross Building Area:                           80,000 Square Feet
  Finished Office Area:                          7.0 %
  % Air Conditioned:                             7 %
  Sprinklered:                                   No
  Year Built:                                    1990
  Land/Building Ratio:                           4.1:1
  Rail Access:                                   No
  Construction Type:                             Masonry
  Zoning:                                        M-1C

Sale Price:                                      $2,799,389

Terms of Sale:                                   None recorded

Economic Indicators:
  Gross Annual Income:                           $334,400      Seller's Proforma
  Effective Gross Income:                        $334,400      Seller's Proforma
  Less: Operating Expenses:                      $37,665       Seller's Proforma
  Net Operating Income:                          $296,735      Seller's Proforma

Appraisal Indicators:
  Overall Rate (OAR):                            10.6%

Sale Price/Square Foot (GSF):                    $34.99
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-6 Continued
COMMENTS:
 This property was leased to a single tenant through 2001
 at which time tenant had an option to purchase.

 This property was part of a five property transaction.

DCA4-4275
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-7                                              Sale

Location:                                        4717 Eubank Road
                                                 Richmond Industrial Interport
                                                 Richmond, Henrico, VA

Parcel Number:                                   172-A-28

Grantor:                                         Eubank Road Warehouse Partners

Grantee:                                         Liberty Property, L.P.

Date of Sale:                                    09/28/95

Recording Data:                                  2608/1727

Recording Date:                                  09/28/95

Physical Description:

  Land Area:                                     402,494 Square Feet
                                                 9.24 Acres
  Gross Building Area:                           141,313 Square Feet
  Net Rentable Area:                             141,313 Square Feet
  Finished Office Area:                          4.0 %
  % Air Conditioned:                             4 %
  Clear Ceiling Height:                          23.0 feet
  Sprinklered:                                   Yes
  Year Built:                                    1975
  Land/Building Ratio:                           2.9:1
  Rail Access:                                   Yes
  Dock High:                                     Yes
  Condition:                                     Good
  Construction Type:                             Steel/Block
  Zoning:                                        Warehouse Distribution

Sale Price:                                      $3,720,000

Terms of Sale:                                   Cash to seller

Appraisal Indicators:
  Overall Rate (OAR):                            10.8%

Sale Price/Square Foot (GSF):                    $26.32

Sale Price/Square Foot (RSF):                    $26.32

COMMENTS:
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-7 Continued
 Six of the 18 doors share a common loading dock.

 The building does NOT appear to be 20 plus years old.

DCA4-2540
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-8                                              Sale

Building Name:                                   Eastport I, II, and III

Location:                                        5600-5700 Eastport Blvd
                                                 Richmond, Henrico, VA

Parcel Number:                                   181-((1))-(A)

Grantor:                                         CSX Realty, Inc.

Grantee:                                         Easport Associates, LP

Date of Sale:                                    12/30/94

Recording Data:                                  2525/548

Recording Date:                                  01/17/95

Physical Description:

  Land Area:                                     817,186 Square Feet
                                                 18.76 Acres
  Gross Building Area:                           330,103 Square Feet
  Net Rentable Area:                             330,103 Square Feet
  Finished Office Area:                          10.6 %
  % Air Conditioned:                             10.6 %
  Clear Ceiling Height:                          27.0 feet
  Sprinklered:                                   Yes
  Year Built:                                    1989
  Land/Building Ratio:                           2.5:1
  Rail Access:                                   No
  Dock High:                                     Yes
  Condition:                                     Good
  Construction Type:                             Brick/steel/block
  Zoning:                                        Warehouse Distribution

Sale Price:                                      $10,850,219

Terms of Sale:                                   3rd Party financing
                                                 Cash to seller

Appraisal Indicators:
  Overall Rate (OAR):                            10.5%

Sale Price/Square Foot (GSF):                    $32.87

Sale Price/Square Foot (RSF):                    $32.87
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-8 Continued
COMMENTS:
  One building has a ceiling height of only 17 feet; the
  others have 27 feet ceilings.

  The purchase contract also provided buyer with an
  option to buy another 4.094 acres at the then current
  market value, but in no event less than $65,000 per
  acre. Option expires 12/2002.

  According to grantee, the capitalization rate was a
  blend of roughly 11% for flex space and 10% for
  shell or bulk storage space.

DCA4-2541
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-9                                              Sale

Location:                                        2511-2523 Briton's Hill Road
                                                 Britton's Hill/Danbey Center
                                                 Henrico, VA

Parcel Number:                                   96-Bl-24

Grantor:                                         New England Mutual Life Ins.
                                                 Company

Grantee:                                         RF & P Corporation

Date of Sale:                                    01/18/94

Recording Data:                                  Deed Book 2490, Page 1722

Physical Description:

 Land Area:                                      356,321 Square Feet
                                                 8.18 Acres
 Gross Building Area:                            132,103 Square Feet
 Finished Office Area:                           15.0 %
 Clear Ceiling Height:                           24.0 feet
 Sprinklered:                                    Yes
 Year Built:                                     1987
 Land/Building Ratio:                            2.70:1
 Rail Access:                                    No
 Dock High:                                      Yes
 Condition:                                      Average
 Construction Type:                              masonry
 Zoning:                                         M-1. Light Industrial District

Sale Price:                                      $4,335,000

Terms of Sale:                                   All Cash to Seller

Economic Indicators:
 Effective Gross Income:                         $541,776
 Less: Operating Expenses:                       $92,225
 Net Operating Income:                           $449,551

Sale Price/Square Foot (GSF):                    $32.82

Loading System                                   22 Dock High Bays

COMMENTS:
 This the recent sale of a multi-tenant warehouse in
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-9 Continued
 Britton's Hill Industrial park situated immediately
 west of the junction of Interstates 64, 95 and 195. It
 was in average conditon at the sale. The grantee
 purchased the property based on stabilized net
 operating income and capitalization rate of 10.37%. It
 is an investment based purchase. Four tenants occupy 
 100% of the improvements, to include Owen & Minor, Inc.
 (58,375 square feet), Norandex, Inc. (12,682 square
 feet), ColorTree, Inc. (45,046 sqaure feet) and AT&T
 Resource Manangement Corporation (16,000 square
 feet). This transaction is considered arms-length.
 Estimated marketing time equalled 18+ months.

DCA4-4248
<PAGE>

                                                                         Addenda
================================================================================


                                Investor Survey
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19
<PAGE>

                                                                         Addenda
================================================================================


                          Qualifications of Appraisers
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Professional Affiliations:

      Member of the Appraisal Institute (MAI Designations #9812)
      District of Columbia Certified General Real Estate Appraiser (#GA00010267)
      Commonwealth of Virginia Certified General Real Estate 
        Appraiser (#4001002465)
      State of Maryland Certified General Real Estate Appraiser (#7220) 
      State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

      Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
      Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. April 1990 to present.

      Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977
      to April 1990.

      Other real estate experience includes work as a residential listing and
      selling agent preparing market analyses and origination contracts.

      Experience includes appraisal of the following types of property:

      Office Buildings                 Medical Office Buildings
      Regional Malls                   Power Centers
      Outlet Centers                   Community & Neighborhood Shopping Centers
      Department Stores                Industrial Buildings
      Residential Subdivisions         Single Family Residences
      Multi-Family Properties          Condominiums/Duplexes
      Subdivision Analysis             Farm/Ranch
      Mixed Use Properties             Golf Courses
      Grape Vineyards                  Special Purpose Facilities
      Commercial Land                  Hotel/Motel
      Ad Valorem Tax Appeals

      Appraisal and consulting services used for mortgage loans, relocations,
      gift and estate tax, condemnation and litigation purposes.

      Qualified as an expert witness in state and federal real estate court
      cases.

Education:

      Bachelor of Arts (Political Science), 1981
      University of Texas at Arlington, Arlington, Texas.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Appraisal Institute Courses:

      #1A1 - Real Estate Appraisal Principles
      #1A2 - Basic Valuation Procedures
      #1B1 - Capitalization Theory & Techniques, Part A
      #1B2 - Capitalization Theory & Techniques, Part B
      #410 - Standards of Professional Appraisal Practice, Part A (USPAP) 
      #420 - Standards of Professional Appraisal Practice, Part B (AI) 
      #21 - Case Studies in Real Estate Valuation 
      #22 - Report Writing and Valuation Analysis 
      #82 - Residential Valuation Procedures

Additional Accredited Real Estate Courses:

      Real Estate Appraisal
      Principles of Real Estate
      Real Estate Marketing
      Real Estate Finance
      Property Management

      Federal National Mortgage Corporation (Fannie Mae) - Appraisal Training

Certified in the Appraisal's Institute's voluntary program of continuing
education for its designated members.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                          Steven M. Halbert, MAI

Professional Affiliations:

      Member of the Appraisal Institute (MAI Designations #10241) 
      The Association for Commercial Real Estate (NAIOP)
      Certified General Real Estate Appraiser District of Columbia - (#GA10262) 
      Certified General Real Estate Appraiser Commonwealth of Virginia - (#4001 
      001971)
      Certified General Real Estate Appraiser State of Maryland - (#10252) 
      Certified General Real Estate Appraiser State of Florida - (#0002223) 
      Certified General Real Estate Appraiser State of Michigan (#1201005786)

Real Estate/Appraisal Experience:

      Associate Director, Cushman & Wakefield of Washington, D.C., Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. August, 1992 to present.

      Senior Vice President, Cimarron Federal Savings & Loan, Muskogee,
      Oklahoma. 1990 to 1991

      Asset Specialist, FDIC/RTC, Phoenix, Arizona. 1990.

      Vice President, Western Savings & Loan, Phoenix, Arizona. 1987 to 1990

      Corporate Counsel, James Stewart Company, real estate developer, Phoenix,
      AZ. 1981 to 1987.

      Faculty Associate, College of Business Administration, Arizona State
      University, Tempe, Arizona. 1981 to 1982.

      Extensive experience in the real estate industry in the roles of investor,
      broker, investment analyst, syndicator, appraiser, developer and bank and
      government asset manager.

      Experience includes appraisal of the following types of property:

      Office Buildings                 Medical Office Buildings
      Regional Malls                   Power Centers
      Outlet Centers                   Community & Neighborhood Shopping Centers
      Department Stores                Industrial Buildings
      Residential Subdivisions         Bulk Single Family Lots
      Multi-Family Properties          Mixed Use Properties
      Cold Storage Facilities          Hydroelectric Projects
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                          Steven M. Halbert, MAI

      Grape Vineyards                     Special Purpose Facilities
      Commercial Land                     Hotel
      Historic Hotel Rehabilitation       Motel Feasibility
      Pacer Gold Mines                    Aquaculture Projects
      Farm Land for Development           Wind Turbine Electric Projects
      Timbered Resort Land for Residential Subdivision

Education:

      Bachelor of Arts (Economics, English & German), 1975 
      Brigham Young University, Provo, Utah

      Juris Doctor (Law), 1978
      Brigham Young University, Provo, Utah

      Accredited Courses Beyond the Appraisal Institute course for MAI
      designation.

            The Appraiser's Complete Review 
            Appraisal of Environmentally Impacted Real Estate 
            Developing Small Income Properties 
            Investing in Self Storage Warehouses 
            Pro-Ject +plus Advanced Case Studies
            Appraising Troubled Properties 
            Valuing Income Properties 
            Fundamentals of Real Estate 
            Investment and Taxation 
            The Appraiser as an Expert Witness

Certified in the Appraisal's Institute's voluntary program of continuing
education for its designated members.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                                 Lynda Gallagher

Appraisal/Real Estate Experience:

      Appraiser, Cushman & Wakefield of Washington, D.C., Inc., Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. August, 1996-present.

      Associate Appraiser, Anthony J. Oddo & Associates, Hampton, Virginia, 
      1995-1996

      Associate Appraiser, Dominion Realty Advisors, Inc., Hampton, Virginia,
      1991-1995

      Research Associate and Associate Appraiser, Gretakis & Associates, Inc.,
      Hampton, Virginia, 1988-1991

      Experience includes appraisal of the following types of property:

      Office Buildings                   Shopping Centers
      Office condominiums                Industrial Facilities
      Commercial Land                    Multi-Family Properties
      Single Family Residences           Leasehold/Leased Fee Interests

      Extensive experience in appraisals used for mortgage loans, REIT
      formation, foreclosure, condemnation, tax appeal, and litigation purposes.

      Extensive experience in land valuations, lease analyses, rental surveys,
      market research and residual analyses.

Education:

      Bachelor of Arts in Finance, 1988 
      Old Dominion University, Norfolk, Virginia,

      Appraisal Institute Courses

            #1A1 - Real Estate Appraisal Principles
            #1A2 - Basic Valuation Procedures
            #1B1 - Capitalization Theory & Techniques, Part A
            #1B2 - Capitalization Theory & Techniques, Part B
            #410 - Standards of Professional Appraisal Practice, Part A (USPAP) 
            #420 - Standards of Professional Appraisal Practice, Part B (AI) 
            #610 - Report Writing and Valuation Analysis
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                                 Lynda Gallagher

      Other course work in Financial Theory, Quantitative Analysis, Statistics
      and Institutional Investment Theory.




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

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

                COMPLETE APPRAISAL
                OF REAL PROPERTY

                Arboretum VI and VII
                9011 and 9211 Arboretum Parkway
                Chesterfield County, Virginia

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

                IN A SELF CONTAINED REPORT
                As Of July 1, 1997

                Prepared For:

                Goldman Sachs Mortgage Company
                85 Broad Street
                New York, New York 10004

                Prepared By:

                Cushman & Wakefield of Washington, D.C., Inc.
                Valuation Advisory Services
                1875 Eye Street, NW
                Suite 700
                Washington, D.C. 20006
<PAGE>

Cushman & Wakefield of Washington, D.C., Inc.
1875 Eye Street, N.W., Suite 700
Washington, D.C. 20006
(202) 467-0600
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY

July 1, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

RE: Complete Appraisal of Real Property
    Arboretum VI and VII
    Chesterfield County, Virginia

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our self-contained appraisal
report estimating the prospective market value of the leased fee estate in the
above referenced properties. This appraisal report has been prepared in
accordance with our interpretation of your institution's guidelines, the
regulations of OCC and the Uniform Standards of Professional Appraisal Practice,
including the Competency Provision and The Financial Institutions Reform,
Recovery and Enforcement Act (FIRREA) and the guidelines of federal regulatory
agencies.

      The value opinions reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention those unusual limiting conditions
dealing with the following:

      1.    Pursuant to your request, the date of value is July 1, 1997. We
            specifically assumed that no value affecting changes occur between
            the date of inspection, which was June 15, 1997, and the prospective
            date of value.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield,
Inc. of Washington, D.C.

      The property was inspected and the report prepared by Kelly J. Small.
Donald R. Morris, MAI reviewed the report and concurred with the conclusions
herein.

      The subject property consists of two office buildings located within the
Arboretum Office Park In Chesterfield County, Virginia, and more fully described
within the body of this report. Individual cash flow projections were prepared
for each property leading to a conclusion of value on a building by building
basis.
<PAGE>

Mr. Sheridan Schechner                                                    Page 2
Goldman Sacks Mortgage Company

      Based on our complete appraisal, as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the prospective
market values of the leased fee estate in the referenced properties, subject to
the assumptions, limiting conditions, certifications, and definitions, as of
July 1, 1997, will be:

              ============================================
              Property                        Market Value
              ============================================
              Arboretum VI                     $7,000,000
              Arboretum VII                    $2,000,000
              ============================================

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF WASHINGTON, D.C. INC.


/s/ Kelly J. Small
Kelly J. Small
Appraiser
Washington D.C. Valuation Advisory Services


/s/ Donald R. Morris, MAI
Donald R. Morris, MAI
Manager, Director
Washington D.C. Valuation Advisory Services
Virginia General Real Property Appraiser No. 4001-002465

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name-               Arboretum VI and VII
                             Arboretum Office Park

Location:                    Arboretum Parkway, Chesterfield County, Virginia
                             Arboretum VI            9011 Arboretum Parkway
                             Arboretum VII           9211 Arboretum Parkway

General Overview:            The appraised properties consist of two office
                             buildings built in 1991 and containing 73,195
                             (Arboretum VI) and 30,791 square feet (Arboretum
                             VII). Occupancies are 92 and 96 percent,
                             respectively.

Interest Appraised:          Leased fee estate

Date of Value:               July 1, 1997

Date of Inspection:          June 15, 1997

Ownership:                   Various entities related to RF&P; see Introduction
                             section for detailed listing

Highest and Best Use:        Office buildings, as market conditions permit

Marketing Time:              12 months

Value Indicators             See the table on the following table

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

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

<TABLE>
<CAPTION>
================================================================================================
                                               Arboretum VI                Arboretum VII
Building Type                                 Class A Office               Class B Office
================================================================================================
<S>                                      <C>                           <C>                    
Size (SF)                                                 73,195                        30,791
Sales Comparison Approach                $6,600,000 - $7,000,000       $2,000,000 - $2,300,000
per SF                                           $90.00 - $95.00               $65.00 - $75.00
Income Capitalization Approach
Estimated Market Rental Rate:                             $16.50                        $13.00
Stabilized Vacancy Rate:                                       5%                            5%
Blended Vacancy Between Tenants                         3 months                      3 months
Free Rent:                                                     0                             0
Probability of Renewal:                                       70%                           70%
Tenant Improvement Allowance
   New Tenants                                             $8.00                         $6.00
   Renewal Tenants                                         $4.00                         $3.00
Estimated Market Rental Growth Rate                          3.5%                          3.5%
Estimated Expense Growth Rate:                               3.5%                          3.5%
Estimated Real Estate Tax Growth Rate:                       3.5%                          3.5%
Reversion Year Capitalization Rate                          10.5%                         10.5%
Transaction Costs in Reversion Sale:                         3.0%                          3.0%
Discount Rate:                                              12.0%                         12.0%
Indicated Value:                                      $7,000,000                    $2,000,000

Value Conclusion:                                     $7,000,000                    $2,000,000
Value Per Square Foot:                                    $95.63                        $64.95
Implicit Capitalization Rate:                               10.0%                          9.4% 
================================================================================================
</TABLE>

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary of Salient Facts And Conclusions
================================================================================

Special Assumptions Affecting Valuation:

1.    Pursuant to your request, the date of value is July 1, 1997. We
      specifically assumed that no value affecting changes occur between the
      date of inspection, which was June 15, 1997, and the prospective date of
      value.

2.    Please refer to the complete list of assumptions and limiting conditions
      included at the end of this report.

Job No. 97-0128

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

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                [GRAPHIC OMITTED]

                                  Arboretum VI


                                [GRAPHIC OMITTED]

                                  Arboretum VII

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

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                [GRAPHIC OMITTED]

                                  Interior View


                                [GRAPHIC OMITTED]

                                  Interior View

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

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                [GRAPHIC OMITTED]

                      Looking East Along Arboretum Parkway


                                [GRAPHIC OMITTED]

                      Looking West Along Arboretum Parkway

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

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ...............................................................   1
  Identification of Property ...............................................   1
  Property Ownership and
  Recent History ...........................................................   1
  Purpose and Function of Appraisal ........................................   1
  Extent of the Office Appraisal Process ...................................   1
  Date of Value and Property Inspection ....................................   2
  Property Rights Appraised ................................................   2
  Definitions of Value, Interest Appraised, and Other Pertinent Terms ......   2
  Exposure Time ............................................................   2
  Marketing Time ...........................................................   3
  Legal Description ........................................................   4

REGIONAL ANALYSIS ..........................................................   5

INDUSTRIAL MARKET ANALYSIS .................................................  14

PROPERTY DESCRIPTION .......................................................  23
  Site Description .........................................................  23
  Improvements Description .................................................  24

REAL ESTATE TAXES AND ASSESSMENTS ..........................................  28

ZONING .....................................................................  29

HIGHEST AND BEST USE .......................................................  31

VALUATION PROCESS ..........................................................  33

SALES COMPARISON APPROACH ..................................................  35

INCOME CAPITALIZATION APPROACH .............................................  41

RECONCILIATION AND FINAL VALUE ESTIMATE ....................................  60

ASSUMPTIONS AND LIMITING CONDITIONS ........................................  62

CERTIFICATION OF APPRAISAL .................................................  64

ADDENDA ....................................................................  65

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      The subject property is comprised of two office buildings (Arboretum VI
and VII) containing 73,195 and 30,791 square feet of net rentable area (NRA),
respectively. The buildings are located in the Arboretum Office Park, situated
at the southwest corner of the intersection of Midlothian Turnpike (Route 60)
and the Powhite Parkway (Route 76), just south of the City of Richmond in
Chesterfield County, Virginia. The individual buildings which comprise the
subject property are presented in the following table.

================================================================================
                            Subject Property Summary
================================================================================
                                      Building    No.   Building Size  Land Area
  Building             Address          Type    Stories   (SF/NRA)       (Acres)
    Name
================================================================================
Arboretum VI   9011 Arboretum Parkway  Class A      3       73,195         7.74
Arboretum VII  9211 Arboretum Parkway  Class B      1       30,791         4.21
================================================================================

Property Ownership and Recent History

      Title to the properties is vested in RF&P Land II Corporation and were
acquired from Southgate Associates (Childress Klein) in June 1996 for a purchase
price of $9,067,500 ($87.20 per square foot).

      There have been no other transfers during the last three years. It is our
understanding that these properties, along with a much larger portfolio, are
being transferred for securitization purposes. We were not provided with any
details of this pending transaction.

Purpose and Function of Appraisal

      The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the subject property. The function of this report is to
assist Goldman Sacks Mortgage Company, its affiliates, rating agencies and
designees of Goldman Sacks Mortgage Company, in connection with asset
acquisition and loan securitization.

Extent of the Office Appraisal Process

      In the process of preparing this appraisal, we;

      o     Inspected the exterior of the building, site improvements, and a
            representative sample of tenant spaces with property management;

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain the sales prices per square foot and capitalization rates.
            This process involved telephone interviews with sellers, buyers
            and/or participating brokers;

      o     Reviewed the leasing policy, tenant build-out allowances, and
            history of recent rental rates and occupancy with management and
            leasing agent;

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


                                      -1-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                                    Introduction
================================================================================

      o     Reviewed a history of the income and expenses for 1994-1996, and a
            budget forecast for 1997;

      o     Conducted market research into occupancies, asking rents, and
            operating expenses at competing buildings including interviews with
            on-site managers and a review of our own data base; and,

      o     Prepared the Sales Comparison and Income Capitalization Approaches
            to value.

Date of Value and Property Inspection

      The date of value is July 1, 1997, with the date of inspection being June
15, 1997.

Property Rights Appraised

      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value, taken from the Uniform Standards of
Professional Appraisal Practice, 1995 Edition, published by The Appraisal
Foundation, is as follows:

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

      1.    Buyer and seller are typically motivated;

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

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

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

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

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that A reasonable time is allowed for exposure in the open
      market. Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

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


                                      -2-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Based upon the available sales data in the marketplace, as well as our
discussions with area brokers familiar with this property type, an exposure time
of 12 months would appear to have been reasonably appropriate for the subject
property as of the date of valuation.

      Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
      real property interest at the appraised value. Marketing time is presumed
      to start on the effective date of the appraisal, whereas exposure time is
      presumed to precede the effective date of appraisal. The estimate of
      marketing time uses some of the same data analyzed in the process of
      estimating the reasonable exposure time and is not intended to be a
      prediction of a date of sale.

      Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of apartment projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would be about 12 months.

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by The Appraisal
Institute:

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Market Rent

      The rental income that a property would most probably command on the open
      market, indicated by the current rents paid and asked for comparable space
      as of the date of appraisal.

      Cash Equivalent

      A price expressed in terms of cash, as distinguished from a price
      expressed totally or partly in terms of the face amounts of notes or other
      securities that cannot be sold at their face amounts.

      Discounted Cash Flow (DCF) Analysis

      The procedure in which a discount rate is applied to a set of projected
      income streams and a reversion. The analyst specifies the quantity,
      variability, timing and duration of the income streams as well as the
      quantity and timing of the reversion and discounts each to its present
      values at a specified yield rate. DCF analysis can be applied with any
      yield capitalization rate and may be performed on either a lease-by-lease
      or aggregate basis.

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


                                      -3-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Market Value As Is on Appraisal Date

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal, related to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

Legal Description

      The subject property is described by the Chesterfield County Tax
Assessor's Office as follows:

================================================================================
        Building                     Address                       Tax Parcel
================================================================================
      Arboretum VI            9011 Arboretum Parkway                28-1-1-27
      Arboretum VII           9211 Arboretum Parkway                28-1-1-25
================================================================================

          A copy of the legal description can be found in the Addenda.

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


                                      -4-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

      The dynamic nature of economic relationships within a market area have a
direct bearing on real estate values and the long-term quality of a real estate
investment. In the market, the value of a property is not based on the price
paid for it in the past or the cost of its creation, but on what buyers and
sellers perceive it will provide in the future. Consequently, the attitude of
the market toward a property within a specific neighborhood or market area
reflects the probable future trend of that area.

      Since real estate is an immobile asset, economic trends affecting its
locational quality in relation to other competing properties within its market
area will also have a direct effect on its value as an investment. To accurately
reflect such influences, it is necessary to examine the past and probable future
trends which may affect the economic structure of the market and evaluate their
impact on the market potential of the subject. This section of the report is
designed to isolate and examine the discernible economic trends in the region
and neighborhood which influence and create value for the subject property.

      A regional map indicating the location of the subject is presented on the
following page.

Location

      The subject property is located in Chesterfield County, Virginia within
the Richmond-Petersburg Metropolitan Statistical Area (MSA). For statistical
purposes, this area includes Chesterfield, Dinwiddle, Goochland, Hanover,
Henrico, New Kent, Powhatan and Prince George Counties. In addition, this MSA
also includes Charles, Colonial Heights, Hopewell, Petersburg and Richmond
Cities.

      Richmond is located approximately 100 miles south of Washington, D.C. and
is midway between Atlanta and Boston. The City of Richmond is situated at the
end of the navigable portion of the James River, which bisects the city. Founded
in 1737 as a central marketplace of inland Virginia, it linked the piedmont and
mountain areas of Virginia with the seaports at Hampton Roads. In 1779, Richmond
became the state capital which has had a profound effect upon the growth of the
region. Richmond is the home of the Virginia General Assembly, state and federal
courts, and Virginia's capital. The success of the Richmond area is evidenced by
the influx and growth of local businesses, immigration to and population growth
in the area, as well as expansion of the employment base.

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


                                      -5-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                               [GRAPHIC OMITTED]

                                   [Area Map]

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Demographics

      Demographic statistics for the Richmond MSA are summarized in the
following table.

================================================================================
                               Demographic Summary
================================================================================
 Population
================================================================================
        2001 Projection                                               1,000,848
        1996 Estimate                                                   942,346
        1990 Census                                                     865,640
        1980 Census                                                     761,304
        1980-1990 % Change                                                13.70%
        1990-1996 % Change                                                 8.86%
        1996-2001 % Change                                                 6.21%
================================================================================
 Households
================================================================================
        2001 Projection                                                 386,777
        1996 Estimate                                                   362,848
        1990 Census                                                     331,824
        1980 Census                                                     269,289
        1980-1990 % Change                                                23.22%
        1990-1996 % Change                                                 9.35%
        1996-2001 % Change                                                 6.59%
================================================================================
 Median Household Income
================================================================================
        2001 Projection                                                 $46,784
        1996 Estimate                                                   $40,118
        1990 Census                                                     $33,489
        1980 Census                                                     $18,293
        1980-1990 % Change                                                86.07%
        1990-1996 % Change                                                19.79%
        1996-2001 % Change                                                16.62%
 1990 Average Home Value                                                $78,111
 1990 % College Graduates                                                  18.3%
================================================================================
Source: Strategic Mapping, Inc. 
================================================================================

Population

      According to Strategic Mapping, Inc., the population in the Richmond MSA
has increased dramatically slightly since 1980. In 1980 the population for the
entire MSA was 761,304 which then increased to 865,640 or 13.70 percent in 1990.
The population estimate for 1996 shows a slight slowing trend in the population
as the estimate increased from the 1990 figure to 942,346 or 8.86 percent.
projections for the year 2001 show an increase expected over the next five year
period of 6.21 percent. This trend shows strong growth across the region.

Households

      The total number of households in the MSA has increased approximately
23.22 percent from 1980 to 1990. The 1990 household figure of 331,824 households
has increased to an estimated figure of 362,848 in 1996 which indicates an
increase of 9.35 percent over the six

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


                                      -7-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                               Regional Analysis
================================================================================

year period since 1990. Similar to the overall population growth, the average
annual increase has decelerated from the previous ten year period to a more
normalized basis, which is still above the national averages. The number of
households has been increasing since 1980, even during periods when the
population was shrinking. This has been possible due to the declining household
size which has dropped from 2.72 persons in 1980 to 2.52 persons in 1996. The
number of households is expected to increase to 386,777 in the year 2001, an
increase of 6.59 percent from the 1996 estimate. The steadily increasing number
of households should have a positive impact on the local economic condition.

Income

      The median income per household in the MSA has increased considerably
since 1980. In 1980 the median household income was $18,293, which increased by
86.07 percent or 8.61 percent per annum to $33,489 in 1990. Based on estimates
from Strategic Mapping, Inc., the 1996 median household income was $40,118. The
1996 estimate indicates that overall growth in the median household income
slowed to 19.79 percent from 1990 to 1996 or a still strong 3.30 percent per
annum. The area is expected to continue in this income growth trend through
2001.

      A breakdown of the household income characteristics for the MSA is shown
as follows:

================================================================================
                        Household Income Characteristics
================================================================================
                           1980            1990        1996 Est.      2001 Proj.
================================================================================
$0 - $9,999                25.6%           12.0%           9.6%          8.1%
$10,000 - $14,999          15.0%            7.5%           6.1%          4.8%
$15,000 - $24,999          28.3%           16.5%          13.3%         10.9%
$25,000 - $34,999          17.5%           16.1%          13.9%         12.1%
$35,000 - $49,999           9.4%           20.0%          19.5%         17.5%
$50,000 - $74,999           2.8%           18.1%          20.9%         22.1%
$75,000 - $99,999           1.4%            5.7%           8.9%         11.5%
$100,000 - $149,999          --             2.7%           5.6%          9.3%
$150,000+                    --             1.5%           2.2%          3.7%
TOTAL                     100.0%          100.0%         100.0%        100.0%
================================================================================
Source: Strategic Mapping, Inc.
================================================================================

Unemployment Rate

      Over the past year, the overall unemployment rate in the Richmond MSA
remained flat and was 3.3 percent, as of March 1997. The metropolitan area has
been experiencing an improvement in the economy. The Richmond MSA has
outperformed the nation and the state in terms of employment over the past few
years; and it is anticipated that it will continue to do so in the future.

      The following tables compare the unemployment rate for the area to that of
the state and national average for the year end averages and the current month
figures.

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


                                      -8-
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<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                                Unemployment Rate
                   Comparison by County, MSA, State, and U.S.
================================================================================
    Year                Henrico          Richmond         Virginia          U.S.
                        County             MSA
================================================================================
    1996                 3.0%              3.7%             4.4%            5.4%
    1995                 2.9%              3.7%             4.5%            5.6%
    1994                 3.3%              4.4%             4.9%            6.1%
    1993                 3.9%              4.9%             5.1%            6.9%
    1992                 5.4%              6.7%             6.4%            7.5%
- --------------------------------------------------------------------------------
Source: U.S. Department of Labor and Employment Security, Bureau of Labor Market
        Information.
================================================================================

================================================================================
                        Current Month - Unemployment Rate
================================================================================
    Geographic Area                  March 1996            March 1997
================================================================================
    Richmond MSA                        3.3%                  3.3%
    Virginia                            4.6%                  4.4%
    U.S.                                6.0%                  5.9%
- --------------------------------------------------------------------------------
Source: U.S. Department of Labor and Employment Security
================================================================================

      As population in the Richmond area has increased, employment has grown as
existing businesses expanded and new companies located in the area. Local
businesses are attracted to the convenient location between Atlanta and Boston,
competitive tax policies, and excellent transportation systems. In Richmond,
there is no sales tax on raw materials, and no state or local inventory tax on
manufacturing. Furthermore, sales and use tax, corporate income tax, and
unemployment insurance tax rates are low compared to national averages of other
cities. In fact, Richmond has the lowest unemployment insurance tax rate in the
nation, while the worker's compensation rate is seventh in the U.S. The labor
force has an education level as high or higher than other metro areas of
Richmond's size, or larger. Furthermore, Richmond area workers are reportedly 43
percent more productive per worker hour than U.S. workers as a whole, according
to the Metropolitan Economic Development Council. In addition, less than 11
percent of Richmond area workers are unionized, compared to the national average
of 20 percent. These factors have contributed to the influx of employers into
the Richmond area. Richmond's business climate has attracted and retained some
of the most prestigious businesses in the U.S., helping to boost the local
employment base.

      As shown in the following table, with the exception of manufacturing all
industry segments witnessed steady growth. The largest increases came from
services at 3.24 percent followed by T.C.P.U. at 2.87 percent, and construction
at 2.67 percent. The following table illustrates the five year trend for
employment by sector for the Richmond MSA.


                                      -9-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
=====================================================================================
                        At-place Employment -- 1992 - 1996
=====================================================================================
Category                             1992     1993     1994     1995     1996  Percent
=====================================================================================
<S>                                <C>      <C>      <C>      <C>      <C>      <C> 
Manufacturing                       62,900   61,400   61,100   60,600   59,700  -1.04

Mining                               7,000    7,000    7,000    8,000    8,000   2.71

Construction                        27,000   27,500   27,900   29,300   30,800   2.67

T.C.P.U                             23,000   24,100   25,000   26,000   26,500   2.87

Wholesale & Retail Trade           106,300  108,700  115,000  119,700  120,400   2.52

F.I.R.E.                            38,700   39,700   42,000   42,400   42,900   2.08

Services                           109,200  113,100  118,700  125,000  128,100   3.24

Federal, State & Local Government   96,300   99,100  100,900   98,300   96,800   0.10
=====================================================================================
Total                              464,100  474,300  491,200  502,100  506,000   1.74
=====================================================================================
Unemployment Rate - Richmond MSA       6.7      4.9      4.4      3.7      3.7     --
Unemployment Rate - USA                7.5      6.9      6.1      5.6      5.4     --
=====================================================================================
Source: Bureau of Labor Static's
=====================================================================================
</TABLE>

      Total employment increased by 0.78 percent over the past year and 1.74
percent over the past five years, in combination with a declining unemployment
rate (as of March 1997), indicates economic stability in the area. We anticipate
slow growth in employment during the next few years and possibly accelerated
growth towards the end of the decade. The largest increases are anticipated in
the services and construction categories with the strengthening economy, with
growth expected from all areas with the exception of government which is
expected to decline.

      Shown on the following page is the most recent employment by industry in
the subject's area.

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


                                      -10-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
========================================================================================================
         NON-AGRICULTURAL INSURED EMPLOYMENT BY MAJOR INDUSTRY DIVISION
             April 1996 to 1997 Comparison - Not Seasonally Adjusted
                                RICHMOND AREA MSA
========================================================================================================
   INDUSTRY     Average Employment        SHARE           Average Employment       SHARE         CHANGE
                April 1996 (000's)                        April 1997 (000's)
========================================================================================================
<S>                  <C>                 <C>                   <C>                  <C>           <C>  
Manufacturing         59.3                11.7%                  59.8                11.7%         0.84%
Construction          30.2                 6.0%                  31.6                 6.2%         4.64%
Mining                 0.8                 0.2%                   0.7                 0.1%       -12.50%
T.C.P.U.*             26.2                 5.2%                  26.5                 5.2%         1.15%
Trade                118.4                23.4%                 120.1                23.5%         1.44%
F.I.R.E.**            42.6                 8.4%                  43.1                 8.4%         1.17%
Services             130.1                25.7%                 130.6                25.5%         0.38%
Government            98.5                19.5%                  98.9                19.3%         0.41%
========================================================================================================
TOTALS               506.1               100.0%                 511.3               100.0%         1.03%
========================================================================================================
* Transportation, & Public Utilities
** Finance/Insurance/Real Estate
========================================================================================================
</TABLE>

      Over the past year, total employment witnessed a small increase of 1.03
percent. Construction and Retail Trade were the leading industries with an
overall increase of 4.64 percent and 1.44 percent respectively. This offset the
small losses in the mining industry.

      The appraisers have outlined both the major employers in the metropolitan
Richmond, Virginia. It should be noted that the metropolitan rankings in the top
employment lists include private industry only. As can be seen, the majority of
the employment is trade and service oriented in nature. The following charts
summarize the major employers within the MSA.

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


                                      -11-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                              Major Area Employers
                      Richmond, Virginia Metro Area (1997)
================================================================================
Employer                                                Number of Employees
================================================================================
Philip Morris USA                                               8,000
Columbia/HCA Healthcare Corp.                                   6,340
Circuit City Stores                                             5,194
Reynolds Metals Co.                                             4,300
Capital One Financial Corp.                                     4,064
Dominion Resources Inc.                                         3,803
Ukrops Super Markets Inc.                                       3,585
Allied Signal Corp.                                             3,400
Crestar Financial Corp.                                         3,252
Bon Secours Richmond Health                                     3,051
NationsBank Corp.                                               2,726
Trigon Blue Cross/Blue Shield                                   2,705
Signet Banking Corp.                                            2,501
DuPont Co.                                                      2,500
Bell Atlantic-Virginia                                          2,445
Viasystems Technologies Corp.                                   2,100
Food Lion Inc.                                                  1,621
Central Fidelity Banks, Inc.                                    1,595
Richfood Holdings Inc.                                          1,583
Wal-Mart Stores Inc.                                            1,512
================================================================================
Source: Richmond Times Dispatch
================================================================================

Transportation

      The Richmond area is served by four interstate highways creating an
excellent network for entering and exiting the vicinity. Interstate routes 95,
64, 195 and 295 are within the City and serve the metropolitan area. Interstate
95 is the most important north-south highway on the eastern seaboard. To the
north, it connects Richmond with Washington, D.C. and other cities in the
northeast corridor; to the south, it reaches to Miami, Florida. Route 95 also
traverses downtown Richmond and serves as an expressway in the local vicinity.
Interstate 64, which runs principally east to west, lends access to Hampton
Roads and the Tidewater area of Virginia. To the west, it intersects with
Interstate 81 in the Shenandoah Valley before continuing to West Virginia and
Kentucky. Locally, I-295 forms a semicircle around the metropolitan area, with
an eventual extension south to Prince George County and a southern connector to
Interstate 95 is proposed. Interstate Route 195 gives access to the portion of
Richmond located along the James River. Yet another local expressway is the
Powhite Parkway which links the two halves of the city of Richmond (the north
and south banks of the James River). The Powhite has been extended to the
emerging suburban areas of central Chesterfield County. Several U.S. highways
converge in Richmond, namely, Routes 1, 33, 60, 250, 301 and 360.

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


                                      -12-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      Richmond International Airport has recently undergone a $38 million
expansion, making it a modern state-of-the-art airport. The expansion includes
all-weather second level boarding courses and a new entrance roadway connecting
with Interstate 64. The airport is located 12 miles east of Richmond in Henrico
County. There are over 200 flights daily by American, Delta, Eastern, United and
U.S. Air, plus six regional carriers. Air time to New York is only 60 minutes.

      The Richmond area is a major East Coast rail center. Passenger railways
are utilized by AMTRAK while the major freight railway companies are CSX
Transportation; Richmond, Fredericksburg and Potomac; and Norfolk-Southern. 

      The port of Richmond provides an excellent water transportation system for
cargo to Europe, Africa, South America, Canada and the Caribbean. The deep water
port is the westernmost on the north Atlantic and handles over 413,000 tons of
bulk and container cargo annually.

      The Greater Richmond Transit Company (GRTC) provides transportation
services to commuters. The system offers several transit routes in Henrico
County as well as downtown service connecting the financial and retail
districts. Trailways, Greyhound and Groome Transportation charter buses to other
cities.

Education/Recreation

      The Richmond area boasts of numerous colleges and universities in the
vicinity. Among these educational institutions are Randolf-Macon College,
University of Richmond, Virginia Commonwealth University, Medical College of
Virginia, Virginia Union College, etc. Many of the area's public secondary
school systems allocate higher per student expenditures than the national
average. Area school systems have also adopted progressive measures over the
past decade to improve and enhance the normal school criteria. In addition,
there are many prestigious private secondary schools including St.
Christopher's, St. Catherine's, Collegiate, and Benedictine.

      The city of Richmond serves as the cultural and recreational heart of
Central Virginia. There are many museums including the Virginia Museum of Fine
Arts, The Valentine Museum, Museum of the Confederacy, and the Science Museum of
Virginia.

      In addition, Richmond serves as a center for the performing arts at
locations including the Carpenter Center and the Theater Virginia. Local area
residents can also enjoy numerous park lands including James River Park, Bryan
Park and Pocohontas State Park.

Conclusion

Richmond is centrally located along the East Coast at the northern end of the
Sun Belt. This location contributed to its growth as a business and industrial
area over the last decade. While population and employment growth in the region
have recently diminished, both are expected to continue growing at moderate
rates during the 1990's. The moderate cost of living, low taxes and strong
economics appeal to Richmond businesses. Transportation networks and waterways
that make Richmond attractive to corporations also make it attractive to
individuals. Overall, the Richmond area is expected to prosper moderately in the
future.

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


                                      -13-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          OFFICE MARKET ANALYSIS
================================================================================

Richmond Metropolitan Office Market

      Richmond is the capitol of Virginia and is headquarters to 14 Fortune 500
Companies. The office market is segmented by location within the metropolitan
area, with the Central Business District (CBD) of Richmond being the oldest
segment. As the office market expanded around the CBD, new development was
categorized into four quadrants, northwest, northeast, southwest and southeast.
Most of the growth in past decade occurred in the northwest and southwest
quadrants. Although many firms prefer to be located in downtown Richmond,
Henrico County has become a new growth area for office park development.
Development has generally expanded away from the urban core into the Innsbrook
area of northwestern Henrico County (just south of Interstate 295). The lack of
easy access across the James River to the West End of metropolitan Richmond has
caused the Southwest quadrant to lag behind the Northwest Quadrant in overall
growth. The amount of office space in the eastern quadrants is so insignificant
that reliable statistics for these areas were not available.

      According to Harrison & Bates, Inc. 1997 Office Market Report, total
inventory of office space in the Richmond metropolitan area in 1996 was
approximately 18.1 million square feet, with approximately 6.1 million square
feet in the Richmond CBD and 11.9 million square feet in the suburban markets.
The following table presents the geographic distribution of the office inventory
in the metropolitan area, along with other statistical data:

<TABLE>
<CAPTION>
================================================================================================
                      Geographic Distribution of Inventory
                       Metropolitan Richmond Office Market
                                  Year-End 1996
================================================================================================
Jurisdiction                     Inventory SF       Overall          SF Under          Y-T-D Net
                                     (000)          Vacancy         Construction      Absorption
================================================================================================
<S>                               <C>                <C>              <C>                <C>    
Central Business District          6,131,500         16.36%                 0            200,407
Northwest Quadrant                 8,048,248          6.23%            80,000            316,002
Southwest Quadrant                 3,890,710          9.46%           157,788             68,171
- ------------------------------------------------------------------------------------------------
 Total                            18,070,458         10.36%           237,788            584,580
================================================================================================
</TABLE>

      As of year-end 1996, the overall vacancy rate stood at 10.36 percent,
continuing a slow recovery from the year-end 1994 vacancy of 12.43 percent. The
continued decline in vacancy is a result of minimal pure speculative office
space brought on the market in recent years. Vacancy was higher in the CBD at
16.4 percent than in the suburbs at 7.3 percent. The Northwest submarket
demonstrated the lowest vacancy rate of 6.2 percent, where it has generally
remained for the past three years. The Southwest Quadrant demonstrated the most
improvement, with vacancy decreasing from 14.44 percent in 1994 to the current
level of 9.46 percent. This is the first decline below ten percent since the
early 1980s. The following table presents the historical vacancy, rental rate
and absorption data, showing a steadily declining vacancy rate and increased
absorption:

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


                                      -14-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

================================================================================
                                 Historical Data
                       Metropolitan Richmond Office Market
                                   1992 - 1996
================================================================================
Year               Inventory SF       Vacancy        SF Under     Net Absorption
                       (000)                       Construction            (SF)
================================================================================
1992               17,308,988         19.51%                 0       422,989
1993               17,463,253         14.76%            91,690       946,035
1994               17,430,591         12.43%            62,000       407,215
1995               17,655,281         11.56%           352,000       344,077
1996               18,070,458         10.36%           237,788       584,580
================================================================================
Source: Harrison & Bates, Inc.
================================================================================

      Lenders' strict underwriting criteria, limited market demand, and the
increase in sublet market space as a result of corporate consolidations and
downsizing all contributed to the lack of office construction between 1992 and
1994. In 1995 and 1996, construction of office space increased, with a total of
352,000 and 237,788 square feet of space completed, respectively. Most of the
new construction in 1996 occurred in the Southwest Quadrant, accounting for
157,788 square feet or 66 percent of total new construction. The remaining
80,000 square feet of new space was delivered in the Northwest Quadrant and
included five build-to-suits within the Innsbrook Office Park, some of which
included speculative office space (minimal). No new construction was delivered
in the CBD, as it continues it slow recovery with a glut of Class C space.

      The market absorbed 584,580 square feet in 1996, an increase of 70 percent
over the 1995 figure. This level approximates the average annual absorption
between 1992 and 1996 of 540,000+/- square feet. The Northwest Quadrant absorbed
the largest amount of space in 1996 totaling 316,002, or 54 percent of total
absorption. The Southwest Quadrant absorbed only 68,171 square feet of space, or
12 percent of total absorption.

Current Construction Activity

      Only build-to-suit construction is expected through 1997 and 1998, as
developers are still having difficulty financing purely speculative projects.
According to numerous sources throughout the market, one of the most important
and far reaching commercial real estate developments over the past two years was
the announcement by Motorola's plans to build a major semi-conductor plant in
Goochland County. The company exercised an option to purchase 230 acres in the
West Creek Corporate Center. Long term plans call for construction of several
million square feet of buildings and the creation of an initial 5,000 jobs. This
location will likely increase demand from semi-conductor clients and associated
firms.

      Discussions with local market participants indicated that it is a
developers market, given the lack of available space. A number of major
corporations, such as Wheat First, Circuit City, Virginia Mutual Insurance
Company, Cellular One, and Heilig Meyers, have built or are starting
construction of their own buildings. Innsbrook appears to be the most attractive
site for office development, with several deliveries expected by year-end 1997.
A summary of buildings currently under construction in the Richmond metropolitan
area is highlighted below. There are no buildings under construction within the
CBD.

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


                                      -15-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

================================================================================
                          Buildings Under Construction
                                  Richmond MSA
================================================================================
Building                  Size (SF)   Available (SF)   % Available   Asking Rent
                                                                            (SF)
================================================================================
Northwest Quadrant
================================================================================
Glen Forest Medical        40,000             0             0%             N/A
Virginia Mutual            64,000        35,000          54.7%          $17.25
Wheat First               100,000        70,000          70.0%          $17.00
================================================================================
Southwest Quadrant
================================================================================
Arboretum IX               73,000             0            50%             N/A
Boulders VI                85,000             0             0%             N/A
================================================================================

      Within the subject's Arboretum Office Park, a 73,000 square foot
build-to-suit is currently under construction for Cellular One. The building is
50 percent preleased and is nearing completion.

Investment Market

      The investment market in the metropolitan Richmond area has been active.
Since 1995, there has been a marked turnaround in property sales in the office
market, with buyers motivated by the turnaround in the market and the potential
appreciation of property values. Sellers are no longer lenders, as many of the
distressed situations have been resolved. Buyers returning to the market include
REITS, pension funds, insurance companies and local or regional investors. With
a higher concentration of available capital, the metropolitan market has
experienced rising prices on average. The table on the following page depicts
historical and recent office building sales that have occurred in the suburban
Richmond market.

      The sales indicate a wide range in unit values from a low of $30.58 to a
high of $114.94 per square foot of rentable area. As depicted, real estate
values have stabilized throughout suburban Richmond over the past two years.
Class A and B properties located in highly desirable office parks with high
occupancy sold in the range of $85.00 to $110.00 per square foot. The
Southwest Quadrant office sales were generally lower than those in the Northwest
Quadrant, selling in the $80.00 to $90.00 per square foot range. Property values
in the downtown market continue to be depressed, with few sales occurring.

      Apartment communities joined by suburban office properties as currently
the most desirable investment property type. In the office market, the few
downtown building sales were dwarfed by activities within the suburbs, with the
strongest action in the Northwest Quadrant. Highwoods REIT was the most active
buyer, purchasing a number of buildings in Innsbrook. In the Southwest
Quadrant, Brookdale Investors purchased two buildings in Moorefield, while two
other buildings were purchased by Commonwealth Atlantic Properties (formerly
RF&P) in The Arboretum.

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


                                      -16-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
=========================================================================================
                          Office Building Sales Summary
                                Suburban Richmond
=========================================================================================
Bldg. Address                         Size(SF)   Yr Built  Occup.   Sale Date   Price (SF)
=========================================================================================
<C>                                   <C>          <C>     <C>       <C>         <C>                
Vistas at Brookfield                   70,582      1985      95%      05/97      $ 82.74            
Pioneer Building                       49,019      1987     100%      05/97      $ 76.50            
Moorefield V                           42,000      1986      96%      04/97      $ 86.67            
4101 Cox Road                          58,184      1990      95%      12/96      $103.12            
804 Moorefield Park Dr.                51,307      1985    97.5%     12/96       $ 83.81             
808 Moorefield Park Dr.                47,230      1987     100%      11/96      $ 69.87            
4701 Cox Road                         100,178      1990      99%      06/96      $106.90            
Arboretum VI and VII                  103,986      1990      95%      06/96      $ 85.54            
4881 Cox Road                         108,000      1996     100%      02/96      $101.16            
Vantage Place                          55,374     1986-88    96%      09/95      $ 79.28            
Vantage Pointe                         63,867      1990      95%      09/95      $ 84.71            
Owens & Minor                          63,000      1989     100%      09/95      $114.94            
Markel & Mercer Buildings             197,260     1987/90   100%      07/95      $ 98.35            
Proctor-Silex                          97,253      1988      99%      07/95      $ 85.53            
Colonnade at Innsbrook                 65,757      1986      98%      12/94      $ 88.36            
Aetna Office Building                 101,293      1990      98%      12/94      $ 83.91            
Markel Building                        71,745      1988      95%      09/94      $100.36            
Koger Southside                       131,000      1986      84%      09/94      $ 55.00            
Progressive Building                   70,260      1987      90%      06/94      $ 83.09            
Allstate Building                      39,281      1985     100%      03/94      $ 77.65            
10710 Midlothian Tnpk.                152,000      1989      64%      07/93      $ 38.98            
2820 Waterford Lake Dr.                42,718      1989      69%      05/93      $ 40.97            
9321-27 Midlothian Tnpk                63,770      1984      64%      03/93      $ 30.58            
=========================================================================================
</TABLE>
                                                                                
Land Values                                      

      Over the past year, there has been an increased level of sales activity
for vacant office sites. However, tightened credit, a drop in new construction
and poor performance among improved properties has limited the pool of potential
buyers of office land. In addition to poor demand for office sites, there is a
glut of land available for development and for sale. Some of these projects
include Gateway, Boulders, Bellgrade, Stony Point, Westerre, Innsbrook,
Moorefield, West Creek, etc. At present, there are over 1,000 acres of office
land available for development in established office parks throughout the
region. In addition to these sites

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


                                      -17-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

available in park developments, there are many single office tracts dispersed
throughout the Richmond suburbs available for sale.

      As with the improved sales, the land sale price trend is upward. The
primary hub of activity is the Innsbrook Office Park, where property values
have increased as demand for office space in this park continues to strengthen.
Prior to 1994, land tracts were sold from former lenders or institutions
regulated by the Resolution Trust Corporation (RTC), and buyers would only
purchase land at cut-rate prices. As noted in the following table, recent
activity includes a clear increase in the demand for and price of office land.

<TABLE>
<CAPTION>
=========================================================================================================
                                   Office Land Sales Summary
                              Metropolitan Richmond Office Market
=========================================================================================================
Location                                  Net Area        Sale Date         Sale Price         Price/Acre
                                          (Acres)                                                          
=========================================================================================================
<S>                                       <C>              <C>              <C>                 <C>     
Innslake Drive                             2.90            02/97            $  555,500          $191,552
Innsbrook, VA                                    
                                                 
Lake Brook Drive                           8.00            11/95            $1,200,000          $150,000
Innsbrook, VA                                    
                                                 
North Park Drive                           7.97            07/95            $  995,625          $125,000
Innsbrook, VA                                    
                                                 
North Park Drive                          12.84            07/95            $1,605,000          $125,000
Innsbrook, VA                                    
                                                 
Cox Road and Nuckols Road                  5.00            01/95            $  750,000          $150,000
Innsbrook, VA                                    
                                                 
Innsbrook Drive @ The Overlook            52.00            12/94            $5,096,000          $ 98,000
Innsbrook, VA                                    
                                                 
Lakebrook Drive                            5.50            11/94            $  808,500          $147,000
Innsbrook, VA                                    
                                                 
Westerre Office Park @ Gaskin Road        10.67            05/94            $  880,400          $ 82,511
Innsbrook, VA                                    
                                                 
Polo Parkway/Bellgrade                     4.14            10/93            $  372,877          $ 90,165
Chesterfield County, VA                          
                                                 
Cherokee Road/Stony Point                 40.28            07/93            $2,202,483          $ 54,723
City of Richmond, VA                             
                                                 
Waterfront Dr/Innsbrook                    6.60            03/93            $  485,000          $ 73,484
Henrico County, VA                        
=========================================================================================================
</TABLE>

      The appropriate unit of comparison in suburban Richmond is the price per
usable acre. The preceding sales represent both speculative investors and
build-to-suit/owner-occupant sales. The most recent sale, however, involved the
purchase of a site within Innsbrook for development of a Homewood Suites hotel.
These sales represent a trading range from $54,723 per usable acre to $191,500
per usable acre. Market participants indicated that, due to the limited
availability of space, the market is shifting to a development market. This is
expected to continue to place upward pressure on land prices within the market.


                                      -18-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

Summary of Metropolitan Office Market

      Although some submarkets remain soft, the overall vacancy rate continues
to decline, and the remaining available space tends to be less desirable. The
Northwest Quadrant is leading the region in net absorption and vacancy, while
the Southwest Quadrant is leading the region in new construction. We believe
that over the next several years, the metropolitan office market should reach a
more stabilized position both from an occupancy and lease rate standpoint.

Southwest Quadrant Office Market

      The subject property is located in within the Southwest Quadrant, which is
comprised primarily of Chesterfield County. This quadrant is the smallest
submarket in terms of total rentable area, with 3.9 million square feet of
office space, or 22 percent of total inventory. The Northwest Quadrant and CBD
have 8.1 million square feet and 6.1 million square feet, respectively. The
Southwest Quadrant is often considered secondary to the Northwest Quadrant, but
more recently, has emerged as a more viable alternative. The subject is located
within the Arboretum Office Park, one of the premier office locations in the
Southwest Quadrant. The following table presents the historical vacancy and
absorption data for the Southwest Quadrant.

================================================================================
                                Historical Data
                              Southwest Quadrant
                                  1992 - 1996
================================================================================
Year              Inventory SF    Vacancy         SF Under       Net Absorption
                     (000)                      Construction              (SF)
================================================================================
1992               3,833,890      16.61%                 0             100,445
1993               3,826,719      14.47%            91,690              68,929
1994               3,884,356      14.44%            10,000              79,500
1995               3,886,374      11.11%                 0             139,500
1996               3,890,710       9.46%           157,788              68,171
================================================================================

      As of year-end 1996, the Southwest Quadrant office market exhibited an
overall vacancy rate of 9.46 percent; the first time vacancy has fallen below
ten percent since the early 1980s. As depicted, vacancy has steadily declined
since 1992, despite new deliveries. Although net absorption declined from
139,500 square feet in 1995 to 68,171 square feet in 1996, this was due
primarily to declining availability of large spaces. The Southwest Quadrant did
attract a number of major relocations in 1996 including K-Line (23,000 square
feet) and Masersk Line (19,000 square feet).

      A breakdown by class indicates that the vacancy for Class A space has
continued to decline at a faster pace than the market as a whole. The lack of
significant new construction, coupled with positive absorption, has led to a
shortage of large blocks of Class A office space. According to Harrison & Bates,
Inc. Office Market Survey, Class A vacancy was 6.96 percent as of year-end
1996, compared to 13.23 and 15.0 percent for Class B and C space, respectively.
Class A space comprises about 60 percent of the market, while Class B and C

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


                                      -19-
                                                             CUSHMAN &
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<PAGE>

                                                          Office Market Analysis
================================================================================

space comprise 37 and 3 percent of the remaining inventory, respectively. The
following table illustrates the historical vacancy by class within the Southwest
Quadrant.

================================================================================
                           Historical Vacancy by Class
                               Southwest Quadrant
                                   1992 - 1996
================================================================================
    Year          Class A               Class B               Class C
================================================================================
    1994           13.5%                  13.9%                  N/A
    1995           8.80%                 13.60%                28.80%
    1996           6.96%                 13.23%                15.00%
================================================================================

      Despite strengthening market conditions within the Southwest Quadrant for
the past two years, rental rates for Class A and B space have edged up slightly,
while rents for Class C space have remained relatively stable. According to
Harrison & Bates, Class A rates increased from a range of $12.50-$15.50 per
square foot in 1995 to $14.50-$16.50 per square foot in 1996, while Class B
rates increased from a range of $10.50-$12.50 per square foot in 1995 to
$12.00-$14.00 per square foot in 1996. Due to the lack of large space
availability within the Class A market, brokers anticipate continued upward
pressure on rental rates. Free rent and tenant improvement allowances are
currently limited in the Southwest Quadrant, as tenants generally prefer the
lowest possible base rental rate.

      The general consensus is that vacancy will continue to decline and rents
will continue to increase because demand is expected to remain strong and new
construction is rare. Many landlords in the market depicted limited tenant
improvement packages and no free rent allowances in recent deals. Furthermore,
landlords have been able to obtain an expense reimbursement from some tenants,
which has been absent from Richmond office leases for some time.

      Brokers and investors were surveyed as to their opinions of rent spikes,
given the lack of available Class A space within the market. Several brokers
indicated that there would be a potential for rent spikes; however, this notion
has not come to fruition over the past two years and is not likely to occur
because of the large amounts of vacant land available for development. Moreover,
with continued construction of space (even build-to-suits), the potential for
rent spikes lessens. Over the past year, rental rates edged up only slightly.
Investors surveyed indicated that rent spikes were highly speculative and
generally not incorporated into their purchase decisions. Although many
investors felt that rental rates may in fact grow at a rate greater than
inflation over the short term, they are typically unwilling to make this
assumption in their investment projections.

      As can be seen, the forces of supply and demand have pushed the Southwest
Quadrant Class A office market toward a landlord's market, with a shortage of
supply as evidenced by the declining vacancy factor, increased rental rates, and
declining concessions. Market participants expect rents to continue to increase
and reach a level which will justify speculative development in the near term.

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


                                      -20-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

Micro Market Survey

      The subject property is located on Arboretum Parkway within the Arboretum
Office Park, at the southwest quadrant of the intersection of Midlothian
Turnpike and Powhite Parkway. The boundaries of this planned development
comprise the immediate neighborhood. The broader neighborhood can be considered
the Midlothian Turnpike (Route 60) corridor from the Powhite Parkway to the
east, to the area of Chesterfield Town Center Mall to the west.

      Midlothian Turnpike is the main thoroughfare through the neighborhood, and
connects with Chippenham Parkway at the City of Richmond line to the east, and
continues west through northern Chesterfield County. Adjacent to the Arboretum
complex, Midlothian Turnpike intersects with Powhite Parkway, which is a toll
road that connects Chesterfield County with downtown Richmond.

      Predominant land uses in the area consist of a mixture of retail
development, office/service uses, and residential development. Midlothian
Turnpike is the primary commercial corridor with such uses as community and
neighborhood shopping centers, gasoline stations, restaurants, and other
free-standing retail uses. The western anchor is provided by Chesterfield Town
Center Mall, which is the primary regional mall in Richmond's Southside suburbs.
Residential and office development is located along the streets radiating from
Midlothian Turnpike.

      As noted, the subject is located within the Arboretum Office Park, which
is the prime suburban office location in the Southwest Quadrant and more
specifically Chesterfield County. The Arboretum complex is a mixed-use planned
development comprising office and flex buildings in a park-like setting. The
complex's infrastructure consists of two roads: Arboretum Place and Arboretum
Parkway. These roads intersect at the southern portion of the development and
have direct access to the Powhite Parkway without entering onto Midlothian
Turnpike.

      Arboretum Office Park includes a total nine office and flex buildings,
three of which are build-to-suits. The following table presents the buildings
within the park and their respective vacancies.

================================================================================
                              Arboretum Office Park
================================================================================
       Building                           Size (SF)      Vacancy %
================================================================================
      Arboretum I                          58,167          4.1%
      Arboretum II                         49,542            0%
      Arboretum III                       214,481          0.5%
      Arboretum IV                            N/A            0%
      Arboretum V                          47,943          1.9%
      Arboretum VI                         73,195          7.8%
      Arboretum VII                        30,791          3.6%
      Arboretum VIII                       50,000            0%
      Arboretum IX                         73,000           50%
================================================================================

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


                                      -21-
                                                             CUSHMAN &
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<PAGE>

                                                          Office Market Analysis
================================================================================

      Arboretum IV is owner-occupied by a TV radio station, while Arboretum VIII
is a build-to-suit for Commonwealth Gas. As previously discussed, Arboretum IX
is nearing completion and is 50 percent preleased to Cellular One. Excluding
Arboretum IX, vacancy the park is currently about 2.0 percent.

      The subject's primary competition stems from Moorefield Office Park, which
is located about one mile west of the subject along Midlothian Turnpike and the
Boulders Office Park at Midlothian Parkway and Chippenham Parkway.

      Moorfields is an 83 acre park which is developed with office and
office/service uses and a 200 room Sheraton Inn with ancillary retail uses. This
park contains a total of approximately 385,000 square feet of existing space
within seven buildings. Most of the buildings were constructed in the mid-1980s
and contain about 50,000 square feet of space. Build-out is projected at 175,000
square feet of space amongst three buildings ranging in size from 50,000 to
70,000 square feet. In comparison to the subject, Moorfields has inferior curb
appeal and prestige, with most of the recent sales being to owner-users.

      The Boulders Office Park is a large 228 acre mixed-use development slated
for over 2.1 million square feet of Class A office space, a 284 unit Apartment
complex, and a 200 room Hilton Hotel. There are a total of six existing office
buildings ranging in size from 40,000 to 150,000 square feet. In comparison to
the subject, The Boulders has similar appeal, although development is somewhat
denser.

      Relative to its competition, the subject represents the newest buildings
in the market. It is typical in terms of quality and finishes for most of the
competitive buildings.

Summary

      The Richmond metropolitan market is continuing to experience declining
vacancy and increased absorption. Investment activity in the office market has
also continued to be active. Recent trends in the market include increasing
rental rates and the potential for new speculative or build-to-suit
construction.

      The subject property benefits from its location at an easily accessible
intersection in central Chesterfield County. The neighborhood bodes well for the
subject property in terms of demand generated for office space due to the
excellent access and transportation arteries. Arboretum Office Park Center is
considered the prime location for suburban office users within Chesterfield
County.

      Based on the characteristics of the neighborhood, we believe continued
investment in stabilized properties is warranted. The area appears stable and
improving. We project that growth will continue to be positive.

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


                                      -22-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description

      For ease of analysis and reporting, characteristics which are common to
both sites were presented first. Thereafter, we present a more detailed
description of the individual building ites which comprise the subject property.
Finally, we discuss the improvements on each site.

Topography:                             Level and at street grade

Street Improvements:                    Asphalt pavement, two lanes, curbs,
                                        gutters and storm drains

Access:                                 Arboretum Parkway

Soil Conditions:                        We did not receive nor review a soil
                                        report. However, we assume that the
                                        soil's load-bearing capacity is
                                        sufficient to support the existing
                                        structures. We did not observe any
                                        evidence to the contrary during our
                                        physical inspection of the property.
                                        Each tract's drainage appears to be
                                        adequate.

Land Use Restrictions:                  We were not given a title report to
                                        review. We do not know of any easements,
                                        encroachments, or restrictions that
                                        would adversely affect the site's use.
                                        However, we recommend a title search to
                                        determine whether any adverse conditions
                                        exist.

Flood Hazard:                           According to Community Panel No. 510035
                                        0053 B National Flood Insurance Rate
                                        Map, effective February 4, 1981, the
                                        subject property is in Flood Hazard Zone
                                        C and, therefore, does not require flood
                                        hazard insurance.

Wetlands:                               We were not given a Wetlands survey. If
                                        subsequent engineering data reveal the
                                        presence of regulated wetlands, it could
                                        materially affect property value. We
                                        recommend a wetlands survey by a
                                        competent engineering firm.

Hazardous Substances:                   We observed no evidence of toxic or
                                        hazardous substances during our
                                        inspection of the site. However, we are
                                        not trained to perform technical
                                        environmental inspections and recommend
                                        the services of a professional engineer
                                        for this purpose.

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


                                      -23-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Arboretum VI

Location:                             North side of Arboretum Parkway
                                      Chesterfield County, Virginia

Shape:                                Irregular

Land Area:                            7.74 acres

Arboretum VII

Location:                             North side of Arboretum Parkway
                                      Chesterfield County, Virginia

Shape:                                Irregular

Land Area:                            4.21 acres

Improvements Description

      Again, the following presents the generic characteristics common to all
properties, after which we detail each individual property. Both of the
properties are adjacent to a lake.

Americans With Disabilities Act:        The Americans With Disabilities Act
                                        (ADA) became effective January 26, 1992.
                                        We have not made, nor are we qualified
                                        by training to make, a specific
                                        compliance survey and analysis of this
                                        property to determine whether or not it
                                        is in conformity with the various
                                        detailed requirements of the ADA. It is
                                        possible that a compliance survey and a
                                        detailed analysis of the requirements of
                                        the ADA could reveal that the property
                                        is not in compliance with one or more of
                                        the requirements of the Act. If so, this
                                        fact could have a negative effect upon
                                        the value of the property. Since we have
                                        not been provided with the results of a
                                        survey, we did not consider possible
                                        non-compliance with the requirements of
                                        ADA in estimating the value of the
                                        property.

Hazardous Substances:                   We are not aware of any potentially
                                        hazardous materials (such as
                                        formaldehyde foam insulation, asbestos
                                        insulation, radon gas emitting
                                        materials, or other potentially
                                        hazardous materials) which may have been
                                        used in the construction of the
                                        improvements. However, we are not
                                        qualified to detect such materials and
                                        urge the client to employ an expert in
                                        the field to determine if such hazardous
                                        materials are thought to exist.

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


                                      -24-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Design Features and Functionality:      Each building's overall design features
                                        and the functionality of its layout are
                                        deemed acceptable to the market. These
                                        building represent typical and ordinary
                                        product of their respective types -- 
                                        access is good, parking appears 
                                        adequate, layout typical, etc.

Physical Condition:                     The subject properties appear to be well
                                        maintained. We noted no items of
                                        deferred maintenance beyond what would
                                        normally be taken care of within an
                                        on-going maintenance and capital repair
                                        program.

                                        We did not inspect the roofs or make a
                                        detailed inspection of the mechanical
                                        systems. The appraisers, however, are
                                        not qualified to render an opinion as to
                                        the adequacy or condition of these
                                        components. The client is urged to
                                        retain an expert in this field if
                                        detailed information is needed about the
                                        mechanical systems.

Arboretum VI

General Description

       Year Built:                      1991

       Net Rentable Area:               73,195 square feet

       No. Stories:                     3

Construction Detail:

       Foundation:                      Reinforced concrete

       Framing:                         Reinforced concrete

       Floors:                          Concrete

       Exterior Walls:                  Pre-cast concrete and glass

       Roof Cover:                      Flat built-up tar and gravel

       Windows:                         Glass in aluminum frames

       Pedestrian Doors:                Glass in aluminum frames

   Mechanical Detail

       Heating and Cooling:             Rooftop unit

       Fire Protection:                 Sprinklered

   Interior Detail

       Layout:                          Central elevator lobby with perimeter 
                                        offices


                                      -25-
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<PAGE>

                                                            Property Description
================================================================================

       Floor Covering:                  Primarily carpet in the office areas,
                                        ceramic tile in the restrooms, and 
                                        marble flooring in the lobby.

       Walls:                           Painted drywall

       Ceilings:                        Dropped suspended ceiling tile

       Lighting:                        Fluorescent

       Restrooms:                       One set of restrooms on every floor

Site Improvements

       Parking:                         313 surface parking spaces

       On-Site Landscaping:             Good, mature trees, shrubbery around the
                                        building and parking lot perimeter

Arboretum VII

General Description
       Year Built:                      1991

       Net Rentable Area:               30,791 square feet

       No. Stories:                     One-story flex building with 100 percent
                                        office finish

Construction Detail:

       Foundation:                      Reinforced concrete

       Framing:                         Reinforced concrete
  
       Floors:                          Concrete

       Exterior Walls:                  Pre-cast concrete and glass

       Roof Cover:                      Flat built-up tar and gravel

       Windows:                         Glass in aluminum frames

       Pedestrian Doors:                Glass in aluminum frames

Mechanical Detail

       Heating and Cooling:             Rooftop unit

       Fire Protection:                 Sprinklered

Interior Detail

       Layout:                          Rectangular building with one common
                                        area hallway and restrooms

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


                                      -26-
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<PAGE>

                                                            Property Description
================================================================================

       Floor Covering:                  Primarily carpet in the office areas and
                                        ceramic tile in the restrooms.

       Walls:                           Painted drywall

       Ceilings:                        Dropped suspended ceiling tile

       Lighting:                        Fluorescent

       Restrooms:                       One set of common area restrooms

Site Improvements

       Parking:                         121 surface parking spaces

       On-Site Landscaping:             Good, mature trees, shrubbery around the
                                        building and parking lot perimeter

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


                                      -27-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               REAL ESTATE TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of Chesterfield
County. The County assesses property every year, with the assessed values
representative of full market value. Real estate tax bills are payable in two
installments; on June 5th and December 5th. The tax rate is set in April by the
County Board. Present rules do not call for automatic reassessment upon sale or
transfer of ownership. The tax year is equivalent to the calendar year.

Tax Rate

      The current tax rate (1997) is $1.09 per $100 of assessed value, which
has endured for several years. Front foot charges are not levied on these bills.

Tax Assessment

      The subject property comprises two parcels of land identified as tax map
28-1-1, parcels 25 and 27. The subject's 1997 full cash value and subsequent
assessment is outlined in the following table.

<TABLE>
<CAPTION>
=================================================================================================
                                           Assessment
=================================================================================================
  Property              Land        Improvements            Total          Estimated      Taxes
                                                                             Taxes        Per SF
=================================================================================================
<S>                  <C>             <C>                 <C>               <C>            <C>  
Arboretum VI         $1,095,600      $ 4,850,500         $ 5,946,100       $ 64,812       $0.89
Arboretum VII        $  596,700      $ 1,707,400         $ 2,304,100       $ 25,115       $0.82
=================================================================================================
</TABLE>

Ad Valorem Tax Conclusions

      As developed above, the net tax associated with the properties range from
$0.82 to $0.89 per square foot. In an effort to evaluate the fairness of the
current assessed value and future prospect for change, we have compared the
assessments to the market value estimates concluded in this report. The
following table depicts this comparison:

<TABLE>
<CAPTION>
=================================================================================================
                               Assessment and Value Comparison
=================================================================================================
                                            1997            Market Value         Percentage   
   Property         Parcel Number        Assessment           Estimate           Difference
=================================================================================================
<S>                  <C>                 <C>                <C>                  <C>            
Arboretum VI         28-1-1-27           $5,946,100          $7,000,000            17.7%
Arboretum VII        28-1-1-25           $2,304,100          $2,000,000           -13.2%
=================================================================================================
</TABLE>

      The properties were assessed last year and are scheduled for reassessment
in 1998. The current full cash values indicate a -13.2 and 17.7 percent
differential from our value conclusions. Because present assessment rules do not
call for automatic reassessment upon sale or transfer of ownership, and the tax
rate has remained relatively flat over the past decade, we have not forecast a
substantial change in real estate taxes in our analysis of the property.
Overall, we are projecting growth in real estate taxes consistent with
inflationary expectations, or about 3.5 percent per year.

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


                                      -28-
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                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned O-2, an Office District of Chesterfield
County. The O-2 zone emphasizes office development and is superseded by
Conditional Use Planned Development (CUPD) approvals encumbering the entire
Arboretum complex. Permitted uses include office and public uses. Only a limited
amount of retail or quasi-retail uses are permitted (i.e., travel agencies,
funeral homes, etc.). The following restrictions apply:

      Building Height:                  12 stories or 120 feet for office
                                        buildings

      Setback Along Major Artery::      50 Feet

      Minimum Setbacks:

            Front:                      30 Feet

            Side:                       20 Feet

            Rear:                       30 Feet

      Parking Requirements:             For buildings in excess of 10,000 square
                                        feet, but less than 50,000 square feet -
                                        1.0 space per 200 square feet of gross
                                        floor area for the first 10,000 square
                                        feet plus 1.0 space per 250 square feet
                                        of gross floor area in excess of 10,000
                                        square feet.

                                        For buildings in excess of 50,000 square
                                        feet, but less than 75,000 square feet -
                                        1.0 space per 200 square feet of gross
                                        floor area for the first 10,000 square
                                        feet plus 1.0 space per 250 square feet
                                        of gross floor area for the next 40,000
                                        square feet, plus 1.0 space for each
                                        additional 300 square feet in excess of
                                        50,000 square feet.

                                        For buildings in excess of 75,000 square
                                        feet - 1.0 space per 200 square feet of
                                        gross floor area for the first 10,000
                                        square feet plus 1.0 space per 250
                                        square feet of gross floor area for the
                                        next 40,000 square feet plus 1.0 space
                                        per 300 square feet for the next 25,000
                                        square feet plus 1.0 space for each
                                        additional 400 square feet in excess of
                                        75,000 square feet.

      We are not experts in the interpretation of complex zoning ordinances, but
one of the buildings does not appears to conform to current parking
requirements. As the buildings went through the approval process at the time of
construction, we assume that they are legal non-conforming uses. The formal
determination of compliance is beyond the scope of a real estate appraisal. The
following chart depicts the provided and required parking spaces for the
individual buildings.

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


                                      -29-
                                                             CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                                          Zoning
================================================================================

================================================================================
                            Building Size       Parking          Required
    Building Name              (SF/NRA)         Provided          Parking
================================================================================
    Arboretum VI                73,195            313               287
    Arboretum VII               30,791            121               133
================================================================================

      Based on our physical inspection of the site, parking appeared to be
adequate, with various spaces available.

      To the best of our knowledge, there are no known deed restrictions
(private or public) which would further limit the use of the subject property.
This statement should not be taken as a guarantee or warranty that no such
restrictions exist. Deed restrictions are a legal matter and only a title
examination by an attorney would normally uncover such restrictive covenants.
Thus, an examination by a title attorney is recommended on the subject property
if any questions regarding such restrictions arise.

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


                                      -30-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute , the highest and best use of
real property is defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability.

      We evaluated the sites' highest and best use as if vacant. In this case,
the highest and best use must meet the aforementioned criteria. The use must be
(1) legally permissible, (2) physically possible, (3) financially feasible, and
(4) maximally productive.

Highest and Best Use, As If Vacant

      The first test concerns permitted uses. According to our understanding of
the zoning ordinance noted earlier in this report, the site could be developed
with general office and public uses. Residential, retail and industrial uses are
not permitted.

      The second test is what is physically possible. As discussed in the
Property Description section, the shape of the individual parcels, soil,
available utilities, topography, etc. do not physically limit development given
the sites' suburban location. Additionally, we know of no easements which
adversely impact the property. Thus, the sites have no physical limiting
conditions to restrict development.

      The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. After determining those uses which are
physically possible and legally permissible, the remaining uses must be analyzed
in light of their financial feasibility. That is, for a potential use to be
seriously considered, it must have the potential to provide a sufficient return
to attract investment capital from alternative forms of investments.

      The subject parcels are part of the Arboretum Office Park. Additional
office use would be logical and consistent with surrounding uses. Other
successful office developments have been developed in the surrounding areas,
leading to the conclusion that another similar use may also succeed. With the
site's good access and excellent location along the Midlothian Turnpike and
Powhite Parkway, prospective tenants would likely be interested in this
location. Accordingly, we conclude that the highest and best use of the subject
would be to develop an office building.

      Although the office market in which the subject competes is showing
improvement in vacancy and rental rates, the rent level is still insufficient to
support the cost of new speculative construction. Currently, with the exception
of the pre-leased office space, there are no speculative buildings underway in
the subject market. Furthermore, this has been the case for the past five years.
This attests to the limited feasibility of new construction in the subject
market; however, as rental rates continue to increase, new construction is
anticipated to be feasible in the near future. A recent survey by the Morton G.
Thalhimer brokerage firm indicated that new speculative construction may be seen
in the market within one to two years.

      Based on the foregoing, development of the sites, as if vacant, with
speculative office buildings appears unlikely at the present time. Nevertheless,
there are a number of larger

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


                                      -31-
                                                             CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                            Highest and Best Use
================================================================================

tenants in the marketplace and a distinct lack of large availabilities.
Therefore, development of the sites on a build-to-suit basis could begin soon.

As Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained as is so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      The highest and best use "as vacant" and "as improved" must be compatible.
If the site value as though vacant is greater than the property as improved
(less demolition cost), then existing improvements have no value. Sometimes,
however, existing improvements have interim use value. If the highest and best
use of the site as though vacant is holding for future development, then the
improvements might make a short term contribution to property value.

      As noted in the Property Description section of this report, the subject
sites are improved with two office buildings totaling 30,791 and 73,195 net
rentable square feet. Completed in 1991, the improvements are functional in
design and are of good quality when compared to suburban office developments in
Chesterfield County. The building are 92 and 96 percent occupied. Since the
subject as improved closely resembles the ideal use, the existing use reflects
the highest and best use. Converting the subject to an alternative use would not
be appropriate as the current use is consistent with the ideal use. No other
modification would appear to make economic sense.

      Given our final value conclusion there is obviously sufficient value in
the property, as improved, to negate any possible redevelopment of the tract for
the foreseeable future. This conclusion is supported by the data and analysis
presented in the balance of this report. This premise is obviously contingent
upon property management exercising prudence in maintaining the property.

      For these reasons, it is our opinion that the subject property, as
presently developed, represents the highest and best use of the site as
improved.

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


                                      -32-
                                                             CUSHMAN &
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<PAGE>

                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o     As discussed in the Highest and Best Use section, new construction
            is not feasible in the subject market at the present time.
            Consequently, some external/economic obsolescence is inherent in the
            reproduction/replacement cost new of the subject improvements.
            Quantifying this form of obsolescence is highly subjective and very
            theoretical. As a result, the reliability of this approach becomes
            very suspect under these circumstances.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis.

      o     The value being sought is the leased fee estate, whereas the Cost
            Approach normally depicts the fee simple estate. Therefore, the
            interest being appraised cannot be reflected by the Cost Approach in
            its traditional form.

      o     Market participants do not typically use this approach as a
            determinant of value but rather as a reasonableness test that they
            are paying less than replacement cost. While not justification in
            itself to omit the approach, it does underscore its overall lack of
            relevance in the market place.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office building sales within the
            Richmond area which contain similar physical and economic
            characteristics to the subject property.
                     
      o     Analyzed differences between those sales and the subject on the
            basis of the sales price per square foot of net rentable area and
            extracted overall capitalization rates.

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for the
            properties.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.
                     
      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

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


                                      -33-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Valuation Process
================================================================================

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

      o     Considered the type and reliability of the data used and
            applicability of each approach.
                 
      o     Reconciled the approaches to a final value conclusion.

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


                                      -34-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing these
individual properties with similar, recently sold properties in the surrounding
or competing area. Inherent in this approach is the principle of substitution,
which holds that when a property is replaceable in the market, its value tends
to be set at the cost of acquiring an equally desirable substitute property,
assuming that no costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

1.    research recent, relevant property sales and current offerings throughout
      the competitive area;

2.    select and analyze properties that are similar to the property appraised,
      considering changes in economic conditions that may have occurred between
      the sale date and the date of value, and other physical, functional, or
      locational factors;

3.    identify sales that include favorable financing and calculate the cash
      equivalent price;

4.    reduce the sale prices to a common unit of comparison such as price per
      square foot of net rentable area, effective gross income multiplier, and
      overall capitalization rate;

5.    make appropriate comparative adjustments to the prices of the comparable
      properties to relate them to the property being appraised; and

6.    interpret the adjusted sales data and draw a logical value conclusion.

      In this instance, the sale prices inherent in the comparables were reduced
to those common units of comparison that can be used to analyze improved
properties that are similar to the subject. Considering the available units of
comparison, one of the most important benchmarks used by buyers and sellers of
office building is price per square foot of net rentable area (NRA).

      The following summary chart includes recent transactions of suburban
office and flex buildings from which price trends can be identified for the
extraction of value parameters. The complete survey results on each property
appear in detain in the Addenda of the report.

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


                                       -35-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

                              Arboretum VI and VII
                                Arboretum Parkway
                          Chesterfield County, Virginia

                            Summary of Building Sales

<TABLE>
<CAPTION>
=============================================================================================================================
                                                                      Net                     Cash      Sale Price  Overall
Sale                                                 Year Built   Rentable      Percent   Equivalent     Per SF      Rate
 No.      Name/Location                  Sale Date    Renovated   Area (SF)    Occupied   Sale Price      (NRA)
=============================================================================================================================
<S>   <C>                                <C>            <C>        <C>            <C>     <C>            <C>        <C>   
  1   Vistas at Brookfield               May 1997       1985       70,582         95%     $5,840,000     $82.74     10.66%
      5516 and 5540 Falmouth Street
      Henrico County, Virginia
- -----------------------------------------------------------------------------------------------------------------------------
  2   Liberty Mutual Building            Dec 1996       1990       58,184         95%     $6,000,000    $103.12     10.83%
      4101 Cox Road
      Henrico County, Virginia
- -----------------------------------------------------------------------------------------------------------------------------
  3   Aetna Building                    June 1996       1990      100,178         99%    $10,750,000    $107.31     10.20%
      4701 Cox Road
      Henrico County, Virginia
- -----------------------------------------------------------------------------------------------------------------------------
  4   Capitol One                        Feb 1996       1996      108,000        100%    $10,914,000    $101.06     10.26%
      4881 Cox Road
      Henrico County, Virginia
- -----------------------------------------------------------------------------------------------------------------------------
  5   Owens & Minor                     Sept 1995       1989       63,000        100%     $7,241,000    $114.94      8.71%
      4800 Cox Road
      Henrico County, Virginia
- -----------------------------------------------------------------------------------------------------------------------------
  6   Technology Park                    Nov-1994       1985      120,098         98%     $7,241,905     $60.30     12.37%
      1001-1063 Technology Park
      Henrico County, Virginia
- -----------------------------------------------------------------------------------------------------------------------------
  7   Gaskins Center                     Dec-1994       1986       97,394         95%     $5,350,000     $54.93      10.5%
      3801-27 Gaskins Road
      Henrico County, Virginia
=============================================================================================================================
Subj  Arboretum VI and VII               Date of        1991       30,791-        92%-        --           --          --
      Chesterfield County, Virginia       Value                    73,195         96%
=============================================================================================================================
</TABLE>


                                       -36-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      The subject property consists of two office buildings in Chesterfield
County. The buildings are generally classified in two categories: Class A
multi-story office and Class B one-story flex buildings. Arboretum VI comprises
Class A office product. Arboretum VII is a one-story flex building with 100
percent office finish. For purposes of this analysis, we will analyze the
subject via the Sales Comparison Approach in the two groups described above.

Sales Price Per Square Foot Analysis

      The comparables indicate sales prices ranging from $82.74 to $114.94 per
square foot for multi-story Class A office product (Sales I-1 through I-5) and
$54.93. to $60.30 per square foot of net rentable area for flex product with 55
to 70 percent office finish (Sales I-6 and I-7). These prices per square foot
have been influenced by differences in construction quality, condition of the
premises, character of the tenancy, and location. Nevertheless, it is important
to address each property in terms of the conventional sequence of adjustments.
Following are those considerations which are relevant to the subject. The first
four elements (property rights conveyed, financing, conditions of sale, market
conditions) must be considered in advance of applying any other compensating
factors to derive value conclusions via the sales price per square foot
methodology. After these first four adjustments, we will consider the comparable
by property type: office or flex.

      Property Rights Conveyed

      At the time of sale, all of the comparable sales were encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case. As
such, no adjustments are warranted for differences in property rights conveyed.

      Seller Financing/Cash Equivalency

      All of the comparables were sold on the basis of cash to the seller. Thus,
we have made no adjustments to the comparables for seller financing.

      Conditions of Sale

      The conditions of sale evidenced by the comparables appear to be typical
of the market and do not reflect unusual motivations of the parties.

      Market Conditions

      As shown in the summary table, the transactions occurred between November
1994 and May 1997. As indicated in the Office Market Analysis section, the
suburban Richmond office market has strengthened over the past year, with
declining vacancy and increasing rents. With the exception of Sale I-1, which
occurred in May 1997, all of the sales require upward adjustments for the date
of sale to reflect the improved market conditions.

      Class A Office Building

      As previously discussed, Arboretum VI comprises a multi-story Class A
office building that was constructed in 1991. This building is considered
superior to the other property which is the subject of this appraisal.

      We researched five improved sales of Class A office buildings within
metropolitan Richmond. These sales, Comparables I-1 through I-5, sold between
September 1995 and May 1997 for $82.47 to $114.94 per square foot. As previously
discussed, with the exception of Sale I-1, which occurred in May 1997, all of
the sales require upward adjustments for the date of sale to reflect the
improved market conditions.

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


                                       -37-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      The sales are all located within Henrico County in the Northwest Quadrant
and are considered superior in terms of location. With the exception of Sales
I-1 and I-4, all of the comparables are basically of similar age/condition as
the subject and are considered similar from a physical standpoint. Sale I-1 was
constructed in 1985 and is older than the subject buildings, requiring an upward
adjustment. In addition, this building has high expenses caused by an
inefficient floorplate. Sale I-4 was built in 1996 and represents new
construction and requires a downward adjustment for its superior age/condition.

      Occupancy at these projects ranged from 95 to 100 percent, which is
considered basically equivalent to the subject's occupancy of 92 percent. Sale
I-5 was fully leased to a single tenant for an eleven year term and had limited
rollover risk, accounting for the higher overall sale price.

      Sale I-1 is considered slightly inferior to the subject due to its older
age and inefficient floorplate. Sales I-2 and I-3 are of similar age to the
subject, but are located in a better submarket. Thus, they are considered
slightly superior. Sale I-4 is located in a better submarket and represents
newer construction; thus, it is also considered superior. Sale I-5 is considered
significantly superior due the longevity of the existing lease and resulting
limited rollover over the holding period. The following chart summarizes how
each sale compares to the subject property.

================================================================================
                            Improved Sales Comparison
================================================================================
                                                  Overall Rating
                                Sale Price          Relative to
                    No.           Per SF            the Subject
================================================================================
                   I-1           $ 82.74             Inferior

                   I-2           $103.12         Slightly Superior

                   I-3           $107.31         Slightly Superior

                   I-4           $101.06         Slightly Superior

                   I-5           $114.94       Significantly Superior
================================================================================

      Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best.

      Comparable I-1, with a sale price of $82.74 per square foot, is considered
inferior to the subject, while Comparables I-2 through I-5, with sale prices of
$101.06 to $114.94 per square foot, are considered superior. Thus, the
subject's value should most likely fall within the range of $82.74 and $101.06
per square foot, and probably nearer the high end of the range because Sales I-2
through I-4 are considered only slightly superior.

      In consideration of the above analysis, we conclude a value for Arboretum
VI, which is a Class A office building, at $90.00 to $95.00 per square foot of
net rentable area. Our estimated value by the sales price per square foot method
is calculated as follows:

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


                                       -38-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

<TABLE>
<CAPTION>
======================================================================================================
                                         Class A Office Building
                                      Sales Price Per Square Foot
======================================================================================================
  Property      Size (SF)     Price Per SF             Calculated Value            Rounded Value
======================================================================================================
<S>              <C>         <C>                   <C>                        <C>                 
Arboretum VI     73,195      $90.00 - $95.00       $6,587,550 - $6,953,525    $6,600,000 - $7,000,000
======================================================================================================
</TABLE>

Flex Buildings

      As previously discussed, Arboretum VII comprises a one-story flex
building with 100 percent office finish. This building is considered inferior to
the other property which is the subject of this appraisal.

      We researched two improved sales of flex buildings within metropolitan
Richmond. These sales, Comparables I-6 and I-7 sold between November and
December 1994 for $54.93 to $60.30 per square foot. The buildings contain a
significantly lower percentage of office finish relative to the subject building
at 55 to 70 percent. Thus, in determining a unit price for the subject's flex
buildings, we also utilized Comparable Sale I-1. It is our opinion that the
value of the subject building lies within the range indicated by the flex
buildings with lower office finish and the low end of the range indicated for
pure multi-story office product.

      The sales are all located within Henrico County in the Northwest Quadrant
and are considered superior in terms of location, requiring downward
adjustments. All of the sales represent slightly older construction than the
subject and are considered slightly inferior in terms of age/condition,
requiring upward adjustments. Sale I-1 comprises a multi-story Class A office
building with 100 percent office finish, requiring a downward adjustment for its
superior quality. Sales I-6 and I-7 represent flex product with 55 to 70 percent
office finish, requiring an upward adjustment for the lower build-out. Occupancy
at these projects ranged from 95 to 98 percent, which is considered basically
equivalent to the subject occupancy of 96 percent. Thus, no adjustment is
required for this factor.

      Sale I-1 is considered superior to the subject due to its better location
and quality of construction (pure office product). Sales I-6 and I-7 are
considered overall inferior to the subject due to their inferior age/condition
and lower percentage of office finish, as well as for the date of sale. The
following chart summarizes how each sale compares to the subject property.

================================================================================
                            Improved Sales Comparison
================================================================================
                                                    Overall Rating
                              Sale Price              Relative to
                 No.            Per SF                the Subject
================================================================================
                 I-1            $82.74                  Superior
                 I-6            $60.30                  Inferior
                 I-7            $54.93                  Inferior
================================================================================

      Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best.

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


                                       -39-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable I-1, with a sale price of $82.74 per square foot, is considered
superior to the subject, while Comparables I-6 and I-7, with sale prices of
$54.93 to $60.30 per square foot, are considered inferior. Thus, the subject's
value should most likely fall within the range of $60.30 and $82.74 per square
foot.

      In consideration of the above analysis, we conclude a value for Arboretum
VII, which is a one-story flex building with 100 percent office finish, at
$65.00 to $75.00 per square foot of net rentable area. Our estimated value by
the sales price per square foot method is calculated as follows:

<TABLE>
<CAPTION>
===================================================================================================
                                            Flex Building
                                   Sales Price Per Square Foot
===================================================================================================
  Property          Size      Price Per SF         Calculated Value             Rounded Value
                    (SF)
===================================================================================================
<S>                <C>       <C>      <C>       <C>          <C>            <C>          <C>       
Arboretum VII      30,791    $65.00 - $75.00    $2,001,415 - $2,309,325     $2,000,000 - $2,300,000
===================================================================================================
</TABLE>


Final Conclusions via Sales Comparison Approach

      The subject property consists of two office properties. Individual sales
comparisons were prepared for each property leading to a conclusion of value on
a building by building basis via the Sales Comparison Approach which are
summarized in the following table:

================================================================================
                             Sales Comparison Approach
================================================================================
                Property                             Value Conclusion
================================================================================
                Arboretum VI                        $6,600,000 - $7,000,000
                Arboretum VII                       $2,000,000 - $2,300,000   
================================================================================

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


                                       -39-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion, the discounted cash flow method is the more appropriate
capitalization technique as the subject property consists of two office
buildings occupied by a number of tenants at differing rental rates for varying
lease terms. Direct capitalization does not adequately account for the
subtleties of all those variables. The following is a discussion of our
discounted cash flow analysis for each building which comprises the subject
property.

      Because our subject property consists of various classes of office
properties, we will first analyze rental rates and conclude to a market rent for
each category. Thereafter, we will discuss each property individually in
sequence, applying its appropriate market rent.

Market Rent Analysis

      Arboretum VI is a three-story Class A office building, while Arboretum
VII is a one-story Class B flex building with 100 percent office finish. Each
property type appeals to a different market segment and will generate a
different rent level. As a result, we have estimated a market rent appropriate
for each property type.

      In order to form a conclusion of current market rent, consideration is
given to the most recent leases within the Arboretum Office Park since these
deals are the best comparables and therefore, the best indicators of achievable
rents. The table on the following page highlights the most recent leasing
activity within the park. In addition, we have examined actual lease data for
competitive buildings in the suburban Richmond market. The comparable rentals
are outlined in the table on the second following page. The majority of
comparable rentals are located in established business and industrial parks in
Henrico and Chesterfield Counties.

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


                                       -41-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Recent Leases
                                                       Arboretum Office Park
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            Minimum                                                      Tenant
Comp.                           Lease           Lease Size    Rent    Term   Expense Stop    Annual                    Improvement
 No.  Building Name/Address      Date  Yr Built    (SF)      ($/SF)   (Yrs)    ($/SF)      Escalations  Concessions   Allowance (SF)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                        <C>      <C>      <C>        <C>      <C>     <C>             <C>          <C>            <C>   
 1   Arboretum I                Mar-97   1988     6,383      $15.75     3     Base Year       4.0%         None            $2.00
                                Nov-96              961      $16.50     5     Base Year       4.0%         None            As Is
                                                                             
 2   Arboretum III              Mar-97   1988       904      $16.00     1     Base Year        N/A         None            As Is
                                Feb-97            1,874      $15.95   1.6     Base Year       3.0%                         $1.00
                                Oct-96            2,441      $15.95     3     Base Year       4.0%         None            As Is
 3   Arboretum VI               Mar-97   1991     2,678      $16.75     3     Base Year       4.0%         None            $7.00
     -------------------------------------------------------------------------------------------------------------------------------
                  Totals                         15,241      $16.15     3     Base Year   3.0% - 4.0%      None        $0.00 - $7.00
     -------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
</TABLE>

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                     COMPARABLE OFFICE RENTALS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            Minimum                                                      Tenant
Comp.                           Lease           Lease Size    Rent    Term   Expense Stop    Annual                    Improvement
 No.  Building Name/Address      Date  Yr Built    (SF)      ($/SF)   (Yrs)    ($/SF)      Escalations  Concessions   Allowance (SF)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                        <C>      <C>      <C>        <C>        <C>   <C>             <C>          <C>            <C>   
 1   Wheat First Securities     May-97   1997     5,638      $17.00     3     Base Year       2.50%        None           $13.00
     10700 North Park Drive                                                  
     Innsbrook, Henrico County                                               
                                                                             
 2   Rowe Plaza                 Feb-97   1990     4,422      $16.50     5     Base Year        3.0%        None           $10.00
     4510 Cox Road                                                           
     Innsbrook, Henrico County                                               
                                                                             
 3   Liberty Mutual Building    Feb-97   1990     4,000      $16.00     5     Base Year        3.0%        None            $6.00
     4101 Cox Road                                                           
     Innsbrook, Henrico County                                               
                                                                             
 4   The Allstate Building      Jan-97   1986     1,300      $16.00     5     Base Year        3.0%        None            $5.00
     4191 Cox Road                                                           
     Innsbrook, Henrico County                                               
     -------------------------------------------------------------------------------------------------------------------------------
                                   Totals        15,360      $16.38     5     Base Year    2.5% - 3.0%     None       $5.00 - $13.00
     -------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
</TABLE>

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================================
                                                 COMPARABLE FLEX RENTALS
- --------------------------------------------------------------------------------------------------------------------------
                                                                         Minimum                                          
Comp.                              Lease              %     Lease Size   Rent      Term     Expense Stop        Annual    
 No. Building Name/Address          Date           Office      (SF)     ($/SF)     (Yrs)       ($/SF)         Escalations 
- --------------------------------------------------------------------------------------------------------------------------
<S>  <C>                           <C>       <C>    <C>        <C>      <C>          <C>   <C>                   <C>      
 1   Interstate Center             Jun-97    1981   100%       2,933    $13.50       3     Tax Escalation        5.0%     
     Laburnum Avenue               Sep-96           100%      10,503    $13.75       5        Base Year          3.0%     
     Henrico County                Aug-96           100%       1,407    $14.75       2        Base Year          3.0%     
                                   Jun-96           100%       3,353    $14.00       5          None             3.5%     
                                   Jun-96           100%       9,126    $13.00       7        Base Year          2.0%     
                                                                                                                          
 2   Dabney A-1                    Apr-97    1984   100%       7,000    $13.50       5        Base Year          3.0%     
     2238 Dabney Road              May-97           100%       6,860     $8.50      10       Triple Net          3.0%     
     Henrico County                                                                                                       
                                                                                                                          
 3   North Run Business Park       Mar-97    1990    75%       4,576     $9.00       5       Triple Net          3.0%     
     1550 East Parham Road                                                                                                
     Henrico County                                                                                                       
                                                                                                                          
 4   Parham Forest Business Park   Feb-97    1985    78%       6,966     $8.75       3       Triple Net          CPI      
     2800-52 Parham Road                                                                                                  
     Henrico County                                                                                                       
     ---------------------------------------------------------------------------------------------------------------------
                            Totals                            41,182    $13.80       4        Base Year      2.0% - 3.0%  
                                                                                                               Average
     ---------------------------------------------------------------------------------------------------------------------
==========================================================================================================================
</TABLE>


===============================================================
                                      COMPARABLE FLEX RENTALS
- ---------------------------------------------------------------
                                                      Tenant
Comp.                                              Improvement
 No. Building Name/Address          Concessions  Allowance (SF)
- ---------------------------------------------------------------
 1   Interstate Center                  None         Renewal
     Laburnum Avenue                    None           N/A
     Henrico County                     None          $1.50
                                      2 months        $8.50
                                        None         $10.00
                                                    
 2   Dabney A-1                          N/A           N/A
     2238 Dabney Road                               
     Henrico County                                 
                                                    
 3   North Run Business Park          4 months         N/A
     1550 East Parham Road                          
     Henrico County                                 
                                                    
 4   Parham Forest Business Park        None          None
     2800-52 Parham Road                            
     Henrico County                                 
     ----------------------------------------------------------
                            Totals      None        
                                                  
     ----------------------------------------------------------
===============================================================

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Class A Multi-Story Office

      This property type consist of Arboretum VI, which is three stories in
height and contains 73,195 square feet. Typical unit sizes are between 535 and
11,946 square feet, with most in the 2,000 to 6,000 square foot range.

      The most recently leases signed in the Arboretum Office Park range from
$15.75 to $16.75 per square foot, full service. Annual escalators were 3.0 to
4.0 percent. Tenant improvements ranged from none to $7.00 per square foot.
Additional rent for these leases include operating expense escalation over the
base year of occupancy. The 1997 leases at Arboretum III and the lease at
Arboretum VI represent new leases (rather than renewals). These leases indicate
rents of $15.95 to $16.75 per square foot. The highest rent of $16.75 per square
foot was achieved at the subject property (Arboretum VI) and includes the
highest tenant improvement allowance of $7.00 per square foot.

      Prior to adjustment, the comparables reflect a rental range of $16.00 to
$17.00 per square foot, full service. After adjustment for rent concessions, the
range was unchanged. Rental 1, which indicated the highest rent of $17.00 per
square foot, represents new construction and included a tenant improvement
allowance of $13.00 per square foot. It is our opinion that the subject's rent
will be lower than the rent indicated for new construction. Excluding this
rental, the range narrows to $16.00 to $16.50 per square foot.

      There are few concessions being granted in today's market. None of the
rentals included above standard tenant improvement allowances. Allowances ranged
from $5.00 to $10.00 per square foot for second generation space. Annual rent
escalations were generally 2.5 to 3.0 percent per year. Lease terms ranged from
three to five years, with most at five years.

      Several brokers indicated that the market has continued to improve over
the last 12 to 24 months, with rents increasing and concessions remaining almost
non-existent. In the view of many, the leasing market has generally reached
stabilization and delivery of new office buildings to the market will be the
primary influence on rental rate and occupancy trends. In keeping with these
observations, we have assumed that market rent will increase at an average rate
of 3.5 percent per annum through the projection period. As discussed in the
Office Market Analysis section, rent spikes are not anticipated to occur in the
minds of market participants due primarily to the large amounts of vacant land
available for development. Investors surveyed indicated that rent spikes were
highly speculative and generally not incorporated into their purchase decisions.
Although many investors felt that rental rates may in fact grow at a rate
greater than inflation over the short term, they are unwilling to make this
assumption in their investment projections. Although it is not inconceivable
that rent spikes could occur, we believe the prudent approach at this stage is
level rent growth. Finally, free rent and tenant workletter concessions will
remain consistent with current levels.

      The most recent lease deals within the Arboretum Office Park of $15.95 to
$16.75 per square foot are basically in-line with the rents for new leases in
the market of $16.00 to $16.50 per square foot. In our opinion, market rents
for Class A space at Arboretum VI will be $16.50 per square foot, recognizing
that some leasing will be done above and below this rate.

      The above estimated market rents assume the following concession package.

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


                                       -45-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                        Free Rent                  Tenant Improvements
================================================================================
New Leases        1997         0 months   1997                            $8.00
                  Thereafter   0 months   Growing Thereafter at 3.5%
- --------------------------------------------------------------------------------
Renewing Leases   1997         0 months   1997                            $4.00
                  Thereafter   0 months   Growing Thereafter at 3.5%
================================================================================

      Flex Building

      This property type consist of Arboretum VII, which is a one-story flex
building with 100 percent office build-out and 30,791 square feet of space.
Typical unit size are between 1,111 and 20,577 square feet, with most in the
3,000 square foot range.

      The most recently leases signed in the Arboretum Office Park for this
property type were executed in 1996 and range from $11.25 to $12.85 per square
foot, full service. Annual escalators were 3.0 to 4.0 percent. Additional rent
for these leases include operating expense escalation over the base year of
occupancy.

      Prior to adjustment, the comparables reflect a rental range of $8.50 to
$9.00 per square foot, triple net, and $13.00 to $14.75 per square foot, full
service. Adjusting the triple net leases to a full service basis by adding
expenses of about $3.50 to $4.00 per square foot, indicates an adjusted rent of
$12.00 to $13.00 per square foot. Thus, the indicated rental range is $12.00 to
$14.75 per square foot. As depicted by the rentals, there does not appear to be
a significant rent differential between 80 and 100 percent office finish. Thus,
we have not adjusted the comparables to the subject for this factor. All of the
comparables are located in a superior location within the Northwest Quadrant.
However, this factor is offset somewhat by their older age. Nonetheless, it is
our opinion that the subject's rent will fall at the low end of the indicated
range given its inferior location.

      There are few concessions being granted in today's market. None of the
rentals included above standard tenant improvement allowances. Allowances ranged
from $0.00 to $10.00 per square foot for second generation space. Annual rent
escalations were generally 2.0 to 3.5 percent per year. Lease terms ranged from
three to ten years, with most at five years.

      The most recent lease deals at the Arboretum Office Park of $11.25 to
$12.85 per square foot in 1996 are at the low end of the range for new leases in
the market of $12.00 to $14.75 per square foot. In our opinion, market rents for
one-story flex space at Arboretum VII will be $12.00 per square foot. The above
estimated market rents assume the following concession package.

================================================================================
                             Free Rent                Tenant Improvements
================================================================================
New Leases            1997         0 months   1997                         $6.00
                      Thereafter   0 months   Growing Thereafter at 3.5%
- --------------------------------------------------------------------------------
Renewing Leases       1997         0 months   1997                         $3.00
                      Thereafter   0 months   Growing Thereafter at 3.5%
================================================================================

      Market Rent Summary

      The following table summarizes the estimated market rent for the subject
property.

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


                                       -46-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                       Year Built        No.         Class          Market
   Property                            Stores                        Rent
================================================================================
   Arboretum VI          1991            3            A            $16.50
   Arboretum VII         1991            1            B            $12.00
================================================================================

Arboretum VI

      This property consists of a 73,195 square foot three-story Class A office
building which is 92 percent leased to 18 tenants. Tenants range in size from
535 to 11,946 square feet. Prime Company is the largest tenant, occupying 24
percent of the building, with a lease expiration in 2005. All of the remaining
leases expire by the year 2002. Following is an analysis of the current rental
income, vacancy and collection loss projections, and historical/future operating
and non-operating expenses for this property.

      Current Rental Income

      The current weighted average rental rate during is $15.59 per square foot
full service. Market rent for this building is estimated at $16.50 per square
foot. The subject's current average rent is below market and reflective of older
leases signed at lower rates. The Pro-Ject Lease Abstract Report is in the
Addenda. The tenant base is comprised of local companies and does not represents
an atypical credit risk.

      Expense Reimbursements

      Consistent with market leasing practice for this type of real estate, the
majority of tenants are responsible for their pro-rata share of operating
expenses (including real estate taxes) when they exceed those incurred during
the first full year of their occupancy. Future leases in the subject property
are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss

      A deduction must be made from the total gross revenues due an investor to
account for the possibility of vacancy and/or non-collection of rent. We have,
therefore, deducted 2.0 percent from gross revenues as a global allowance for
the non-payment of rent and expenses reimbursements by a tenant. This rate has
considered the creditworthiness of the tenant roster and long-term market
conditions.

      Additionally, our analysis over time has incorporated a lag vacancy
allowance which provides for downtime between the expiration of an existing
lease and the commencement of a new lease. Given the limited amount of space
availability in the market, we estimate that a 70 percent of the time a tenant
will renew and 30 percent of the time a tenant will vacate upon lease
expiration. We estimate that a space will remain vacate for six to twelve months
on average between tenants, or say nine months. Therefore, the weighted average
lag vacancy utilized between lease expirations can be calculated as follows:

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


                                       -47-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

                              Lag Vacancy Allowance
================================================================================
       Event    Probability   X           Down Time      =       Weighted Time
================================================================================
    Rollover       70%        X            - 0 -         =          - 0 -
    Turnover       30%        X           9 months       =        2.7 months
- --------------------------------------------------------------------------------
    Total         100%         Average Weighted Time     =    3.0 months rounded
================================================================================

      Based on the subject's weighted average downtime between leases, the
overall average occupancy rate of this building over the ten year holding period
is 95.4 percent. Including our overall vacancy/global credit loss allowance, the
implied overall occupancy rate is 93.4 percent. This is consistent with market
experience over the long term.

      Total Operating Expenses

      We were provided with historical operating expense data and the 1997
budget for this building, a copy of which is included in the Addenda. Finally,
we analyzed expense data from our files on similar properties.

      Total Operating Expenses

      Total operating expenses have decreased from $6.03 in 1994 to $5.05 per
square foot in 1996. The 1997 budget calls for $5.63 per square foot. The
expenses are somewhat high relative to other comparable buildings in the greater
Richmond area; however, a review of the individual expense categories indicated
bad debt expenses included within general & administrative expenses. In the
initial year of the investment holding period, we project operating expenses as
follows:

      Real Estate Taxes - We discussed real estate taxes in the Real Estate Tax
      and Assessments section. This expense was estimated at $64,812.

      Operating Expenses - This expense category includes insurance, water and
      sewer charges, repairs and maintenance, contract services, etc.
      Historically, this line item fluctuated from $3.34 to $4.48 per square
      foot, with a 1997 budget estimate of $3.55 per square foot. Relying on the
      current budget, as supported by other known operating expenses in the
      area, we stabilized this cost at $3.55 per square foot.

      General & Administrative - This item of expense covers payroll,
      supervision and the preparation of all budgets, office expenses, licenses
      and the like. Deducting bad debt expenses, this category has been adjusted
      to $37,350 or $0.51 per square foot.

      Management - This item of expense provides for professional management
      services like collections, supervision and the preparation of all budgets.
      Typical management fees typically range from 3.0 to 4.0 percent of
      effective gross income. The 1997 budget provides from a management fee of
      3.0 percent. Based on market data, we used 3.0 percent.

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


                                       -48-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Other Non-Operating Expenses

      Other, non-operating expenses are projected in this analysis from
prevailing commission schedules, construction costs and accepted practices. We
analyzed each item of capital expenditure in an attempt to project what the
typical investor in a property like the subject would consider reasonable, based
upon informed opinion and experience. The following is a discussion of the
other, non-operating expenses incorporated into this analysis.

      Tenant Improvements- Upon the expiration of a lease, we applied a tenant
      improvement allowance of $8.00 per square foot for new tenants and $4.00
      per square foot for renewing tenants. This expense is not passed through
      to the tenants. The probability factor applies to speculative renewals.
      Tenant improvements/finish costs are projected to increase at the rate of
      3.5 percent per year through the projection period.

      Leasing Commissions - New leases will require a leasing commission
      equivalent to 4.0 percent of total rental income and 2.0 percent on
      renewal leases. The new lease commission rate reflects the fact that a
      landlord will typically be charged a commission of 3.0 to 4.0 percent by
      the tenant's agent and 2.0 to 3.0 percent by the landlord's agent. Upon
      renewal, landlords resist paying leasing commissions, but typically pay a
      portion of the full commission rate or a partial fee to the management
      company for its assistance in working with the tenant. This expense item
      is not passed through to the tenant. The probability factor is used for
      speculative renewals.

      Reserves - Reserves for replacements should be (though as a practical
      matter, they may not be) set aside to accumulate an amount sufficient to
      replace and/or repair certain major building components, i.e., roof, HVAC
      system, etc. during the period under analysis. We have estimated capital
      reserves of $0.25 per net rentable square foot for Year One, increasing by
      3.5 percent per year throughout our analysis.

      All the above discussed expenses are forecasted to increase at an average
annual rate of 3.5 percent over the investment holding period. The forecast of
projected growth rates in all categories of expense reflect typical investor
expectations as noted in the Cushman & Wakefield Investor Survey, which is in
the Addenda. Except where noted, our projected growth rates for the various
types of expense categories generally do not attempt to reflect growth rates for
any individual year, but rather the long term trend over the period of analysis.

Cash Flow Projection

      On the following page is our 11 year cash flow projections which include
our 10 year holding period and 11th year reversion. The cash flow reflects the
results of the PRO-JECT+ plus projection. 

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


                                       -49-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Arboretum VI
                                Arboretum Parkway
                          Chesterfield County, Virginia

                               Cash Flow Analysis

<TABLE>
<CAPTION>
================================================================================================================================
                         Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year 
                                1998         1999         2000         2001         2002         2003         2004         2005 
================================================================================================================================
<S>                       <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>        
REVENUE FROM OPERATIONS
Rental Income             $1,109,997   $1,140,719   $1,189,784   $1,271,854   $1,269,830   $1,275,697   $1,374,299   $1,378,525 
Total Recoveries             $15,033      $22,907      $31,249      $43,886      $55,452      $54,781      $58,485      $57,817 
Less: Credit Loss           ($22,501)    ($23,273)    ($24,421)    ($26,315)    ($26,506)    ($26,610)    ($28,656)    ($28,727)
                          ------------------------------------------------------------------------------------------------------
Effective Gross Income    $1,102,529   $1,140,353   $1,196,612   $1,289,425   $1,298,776   $1,303,868   $1,404,128   $1,407,615 

EXPENSES
Real Estate Taxes            $65,757      $68,059      $70,441      $72,906      $75,458      $78,099      $80,832      $83,661 
Operating Expenses          $263,820     $273,054     $282,611     $292,502     $302,740     $313,335     $324,302     $335,653 
General & Administrative     $37,895      $39,221      $40,594      $42,015      $43,485      $45,007      $46,582      $48,213 
Management                   $33,076      $34,211      $35,898      $38,683      $38,963      $39,116      $42,124      $42,229 
                          ------------------------------------------------------------------------------------------------------
TOTAL EXPENSES              $400,548     $414,545     $429,544     $446,106     $460,646     $475,557     $493,840     $509,756 

                          ======================================================================================================
Net Operating Income        $701,981     $725,808     $767,068     $843,319     $838,130     $828,311     $910,288     $897,859 
                          ======================================================================================================

Commissions                  $35,257      $18,882      $40,094       $6,763      $24,705      $51,895      $22,931      $34,170 
Capital Reserves             $18,299      $18,939      $19,602      $20,288      $20,998      $21,733      $22,494      $23,281 
Alterations                  $80,495      $43,110      $91,538      $15,440      $56,403     $118,481      $52,353      $78,014 
                          ------------------------------------------------------------------------------------------------------
                            $567,930     $644,877     $615,834     $800,828     $736,024     $636,202     $812,510     $762,394 
================================================================================================================================
</TABLE>


================================================================
                          Fiscal Year  Fiscal Year  Fiscal Year
                                 2006         2007         2008
================================================================
REVENUE FROM OPERATIONS
Rental Income              $1,444,523   $1,557,195   $1,577,387
Total Recoveries              $39,082      $47,449      $47,517
Less: Credit Loss            ($29,672)    ($32,093)    ($32,498)
                         ---------------------------------------
Effective Gross Income     $1,453,933   $1,572,551   $1,592,406

EXPENSES
Real Estate Taxes             $86,590      $89,620      $92,757
Operating Expenses           $347,401     $359,560     $372,144
General & Administrative      $49,900      $51,647      $53,454
Management                    $43,618      $47,177      $47,772
                         ---------------------------------------
TOTAL EXPENSES               $527,509     $548,004     $566,127

                         =======================================
Net Operating Income         $926,424   $1,024,547   $1,026,279
                         =======================================

Commissions                   $74,187      $29,947      $47,721
Capital Reserves              $24,096      $24,939      $25,812
Alterations                  $169,377      $68,371     $108,951
                         ---------------------------------------
                             $658,764     $901,290     $843,795
================================================================

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      A terminal capitalization rate was used to estimate the market value of
the property at the end of the assumed investment holding period. We estimated
an appropriate terminal rate based on indicated rates in today's market.

================================================================================
                         Summary of Capitalization Rates
================================================================================
                    Sale                      Capitalization
                     No.                          Rate
================================================================================
                      1                          10.66%
                      2                          10.83%
                      3                          10.20%
                      4                          10.26%
                      5                           8.71%
================================================================================

      The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 8.71 to 10.83 percent. A premium was added to
today's rate to allow for the risk of unforeseen events or trends which might
affect our estimate of net operating income during the holding period, including
a possible deterioration in market conditions for the property. Investors
typically add 50 to 100 basis points to the "going-in" rate to arrive at a
terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys.

Discount Rate Analysis

      We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================
                       Autumn 1996 Investor Survey
                        Suburban Office Buildings
================================================================================
                  Going-in            Terminal             IRR
                 Low     High      Low      High      Low      High
================================================================================
      Mean      8.80%    9.50%     9.30%    9.90%    11.2%    11.6%
- --------------------------------------------------------------------------------
      Range     8.00%    11.0%     8.00%    11.0%    10.0%    13.0%
================================================================================

      The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring high-grade investment properties in
the United States. Generally speaking, our survey reveals terminal
capitalization rates of 8.0 to 11.0 percent with the average low and high
responses of 9.3 and 9.9 percent for investment grade offices in non-CBD
suburban locations.

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


                                       -51-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant rollovers; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

      Discussions with local investors and brokers including Morton G.
Thalhimer, Harrison and Bates, Innsbrook Development Company and the Joyner
Company, to name a few, indicated a yield rate range of 12.0 to 13.0 percent for
suburban Richmond office properties and a terminal capitalization rate of 10.0
to 10.5 percent. One investor familiar with the Richmond market noted that,
given the second-tier orientation of the Richmond market (on a national scale),
the subject's discount rate would be above the mean indicated in our national
survey. Another broker indicated that an investor purchasing a building recently
within Innsbrook utilized as discount rate of 12.5 percent and a terminal rate
of 10.0 percent.

      In our DCF model, we selected a terminal capitalization rate that
accounted for the anticipated holding period and reflected the subject's
tenancy, quality and location. This rate also reflected the risk involved in our
DCF analysis based on the income and expense projections that were modeled, as
well as the approximate age of the property at the end of the holding period.
The rate we selected reflects the rollover risk over the holding period, as well
as the strengthening office market.

Conclusion

      Using a 10.5 percent terminal rate and a 12.0 percent discount rate, our
cash flow model indicated a value of $7,000,000 or $95.63 per square foot. This
value estimate produces an implied going-in capitalization rate of 10.0 percent,
a figure well within the anticipated return necessary to interest investors for
this quality of building.

      Regarding the composition of the yield, a significant 56 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Greater risk is
evident when the reversion provides a larger percentage of the overall return
than the cash

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


                                       -52-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

flows. Finally, the average annual cash on cash return equals 10.2 percent,
based on this value conclusion. This rate would generate investor interest
because the yields are appropriate relative to the risks involved.

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


                                       -53-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Arboretum VI

                                Arboretum Parkway
                          Chesterfield County, Virginia

                          Discounted Cash Flow Analysis

================================================================================
                NET        DISCOUNT        PRESENT                     ANNUAL
CALENDAR       CASH        FACTOR @       VALUE OF    COMPOSITION   CASH ON CASH
  YEAR         FLOW          12.00%      CASH FLOWS     OF YIELD       RETURN
================================================================================

  1998     $567,930    X    0.89286   =    $507,080         7.28%       8.11%
  1999     $644,877    X    0.79719   =    $514,092         7.38%       9.21%
  2000     $615,834    X    0.71178   =    $438,338         6.29%       8.80%
  2001     $800,828    X    0.63552   =    $508,941         7.31%      11.44%
  2002     $736,024    X    0.56743   =    $417,640         6.00%      10.51%
  2003     $636,202    X    0.50663   =    $322,320         4.63%       9.09%
  2004     $812,510    X    0.45235   =    $367,538         5.28%      11.61%
  2005     $762,394    X    0.40388   =    $307,918         4.42%      10.89%
  2006     $658,764    X    0.36061   =    $237,557         3.41%       9.41%
  2007     $901,290    X    0.32197   =    $290,191         4.17%      12.88%
                                         ----------        -----
Total Present Value of Cash Flows        $3,911,616        56.17%      10.20%
                                                                      Average
Reversion:
  2008   $1,026,279 (1) /    10.50%   =  $9,774,086
       Less: Cost of Sale @   3.00%        $293,223
                                         ----------
       Net Reversion                     $9,480,863
       X Discount Factor                    0.32197
                                         ----------

Total Present Value of Reversion         $3,052,584        43.83%

Total Present Value of Cash Flow         $6,964,200       100.00%

          ROUNDED:                       $7,000,000
                                         ==========

         ---------------------------------------------------------
          Gross Leasable Area (S.F.):                      73,195
          Per Square Foot of Gross Leasable Area:          $95.63
          Implicit Going-In Capitalization Rate:      
             Year One NOI                                $701,981
             Going-In Capitalization Rate:                  10.0%
         ---------------------------------------------------------
                                                     
Note: (1) Net Operating Income
================================================================================

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Arboretum VII

      This property consists of a 30,791 square foot single story flex building
that contains 100 percent office finish. The building is 96 percent occupied by
four tenants. There is one vacant 1,111 square foot space. Cellular One is the
largest tenant, occupying 20,577 square feet, or 67 percent of the building,
through July 1997. Cellular One pays a current rent of $12.66 per square foot.
Following is an analysis of the current rental income, vacancy and collection
loss projections, and historical/future operating and non-operating expenses for
this property.

      Current Rental Income

      The current weighted average rental rate is $12.96 per square foot full
service. Market rent for this building is estimated at $12.00 per square foot.
The subject's current average rent is slightly above market; however, it will
become more in-line with market rent in year one, when Cellular One's lease
expires. The Pro-Ject Lease Abstract Report is in the Addenda. The tenant base
is comprised of local companies and does not represents an atypical credit risk.

      Expense Reimbursements

      Similar to the above discussed property, all of the leases were negotiated
on a full service basis. This analysis reflects this leasing structure.

      Allowance for Vacancy and Credit Loss

      We used the same parameters for this property relative to credit loss and
renewal probability. The resulting overall average occupancy rate over the ten
year holding period is 95.1 percent. Including our overall vacancy/global credit
loss allowance, the implied overall occupancy rate is 93.1 percent.

      Total Operating Expenses

      Total operating expenses ranged from $4.64 to $5.03 per square foot
between 1994 and 1996. The 1997 budget calls for $4.68 per square foot. Real
estate taxes were estimated in the Tax and Assessment section at $25,115. With
respect to operating expenses, the budget projected this line item at $3.01 per
square foot, which is in-line with the historical trends at $2.98 to $3.79 per
square foot. Accordingly, we estimated this expense consistent with the budget.
General and administrative expenses included bad debt expenses and have been
adjusted to $15,744 or $0.51 per square foot.

      Other Non-Operating Expenses

      We applied a tenant improvement allowance of $6.00 per square foot for new
tenants and $3.00 per square foot for renewing tenants. Again, the probability
factor applies to speculative renewals. We employed the same leasing commissions
and capital reserves as used for Arboretum VI.

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


                                       -55-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Arboretum VII
                                Arboretum Parkway
                          Chesterfield County, Virginia

                               Cash Flow Analysis

<TABLE>
<CAPTION>
================================================================================================================================
                         Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year 
                                1998         1999         2000         2001         2002         2003         2004         2005 
================================================================================================================================
<S>                         <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>      
REVENUE FROM OPERATIONS                                                                                                         
  Rental Income             $337,623     $416,898     $407,799     $440,617     $440,267     $385,663     $491,596     $483,643 
  Total Recoveries            $3,107       $8,512      $11,886      $16,935      $21,284      $12,141       $8,264      $11,535 
  Less: Credit Loss          ($6,815)     ($8,508)     ($8,394)     ($9,151)     ($9,231)     ($7,956)     ($9,997)     ($9,904)
                           -----------------------------------------------------------------------------------------------------
Effective Gross Income      $333,915     $416,902     $411,291     $448,401     $452,320     $389,848     $489,863     $485,274 
                                                                                                                                
EXPENSES                                                                                                                        
  Real Estate Taxes          $25,481      $26,373      $27,296      $28,252      $29,240      $30,264      $31,323      $32,419 
  Operating Expenses         $94,068      $97,361     $100,768     $104,295     $107,945     $111,723     $115,634     $119,681 
  General & Administrative   $15,974      $16,533      $17,111      $17,710      $18,330      $18,972      $19,636      $20,323 
  Management                 $10,017      $12,507      $12,339      $13,452      $13,570      $11,695      $14,696      $14,558 
                           -----------------------------------------------------------------------------------------------------
TOTAL EXPENSES              $145,540     $152,774     $157,514     $163,709     $169,085     $172,654     $181,289     $186,981 
                                                                                                                                
                           =====================================================================================================
Net Operating Income        $188,375     $264,128     $253,777     $284,692     $283,236     $217,194     $308,574     $298,293 
                           =====================================================================================================
                                                                                                                                
  Commissions                $39,992           $0      $11,507           $0           $0      $54,401           $0      $14,145 
  Capital Reserves            $7,698       $7,967       $8,246       $8,535       $8,833       $9,143       $9,462       $9,794 
  Alterations                $86,916           $0      $25,008           $0           $0     $118,232           $0      $30,741 
                           -----------------------------------------------------------------------------------------------------
                             $53,769     $256,161     $209,016     $276,157     $274,402      $35,418     $299,112     $243,613 
================================================================================================================================
</TABLE>


===============================================================
                         Fiscal Year  Fiscal Year  Fiscal Year
                                2006         2007         2008
===============================================================
REVENUE FROM OPERATIONS                            
  Rental Income             $526,687     $542,487     $446,747
  Total Recoveries           $14,666      $21,631      $16,014
  Less Credit Loss          ($10,827)    ($11,282)     ($9,255)
                           ------------------------------------
Effective Gross Income      $530,526     $552,836     $453,506
                                                   
EXPENSES                                           
  Real Estate Taxes          $33,554      $34,728      $35,944
  Operating Expenses        $123,870     $128,205     $132,692
  General & Administrative   $21,034      $21,770      $22,532
  Management                 $15,916      $16,585      $13,605
                           ------------------------------------
TOTAL EXPENSES              $194,374     $201,288     $204,773
                                                   
                           ====================================
Net Operating Income        $336,162     $351,548     $248,733
                           ====================================
                                                   
  Commissions                     $0           $0      $64,711
  Capital Reserves           $10,136      $10,491      $10,858
  Alterations                     $0           $0     $140,637
                           ------------------------------------
                            $326,016     $341,057      $32,527
===============================================================

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate

      Similarly, we selected the same terminal capitalization rate of 10.5
percent for this property.

      Transaction Costs

      A costs of sale of 3.0 percent is used in this analysis.

      Discount Rate

      We used an IRR of 12.0 percent. On the following page is the Discounted
Cash Flow Analysis for this asset. Using the above indicated rates of return,
our cash flow model indicated a value of $2,000,000 or $64.95 per square foot.
This value estimate produces an implied going-in capitalization rate of 9.4
percent, which is slightly below the anticipated return necessary to interest
investors for this quality of building; however, It is skewed downward due to
the significant rollover in the first year of the holding period due to Cellular
One's lease expiration for 67 percent of the building.

      Regarding the composition of the yield, a significant 62 percent of the
subject's ultimate yield is derived from the cash flow of the property with the
balance attributable to the reversion or resale of the property at the
conclusion of the holding period. Typical investor requirements dictate that a
substantial amount of the value be derived from the cash flow. Finally, the
average annual cash on cash return equals 11.6 percent.

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


                                       -57-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Arboretum VII

                                Arboretum Parkway
                          Chesterfield County, Virginia

                          Discounted Cash Flow Analysis

================================================================================
                NET        DISCOUNT        PRESENT                     ANNUAL
CALENDAR       CASH        FACTOR @       VALUE OF    COMPOSITION   CASH ON CASH
  YEAR         FLOW          12.00%      CASH FLOWS     OF YIELD       RETURN
================================================================================

  1998      $53,769    X    0.89286   =     $48,008         2.46%       2.69%
  1999     $256,161    X    0.79719   =    $204,210        10.47%      12.81%
  2000     $209,016    X    0.71178   =    $148,773         7.63%      10.45%
  2001     $276,157    X    0.63552   =    $175,503         9.00%      13.81%
  2002     $274,402    X    0.56743   =    $155,703         7.98%      13.72%
  2003      $35,418    X    0.50663   =     $17,944         0.92%       1.77%
  2004     $299,112    X    0.45235   =    $135,303         6.93%      14.96%
  2005     $243,613    X    0.40388   =     $98,391         5.04%      12.18%
  2006     $326,016    X    0.36061   =    $117,565         6.03%      16.30%
  2007     $341,057    X    0.32197   =    $109,811         5.63%      17.05%
                                         ----------        -----
Total Present Value of Cash Flows        $1,211,211        62.08%      11.57%
                                                                      Average
Reversion:
  2008     $248,733 (1) /    10.50%   =  $2,368,886
       Less: Cost of Sale @   3.00%         $71,067
                                         ----------
       Net Reversion                     $2,297,819
       X Discount Factor                    0.32197
                                         ----------

Total Present Value of Reversion           $739,836        37.92%

Total Present Value of Cash Flow         $1,951,048       100.00%

          ROUNDED:                       $2,000,000
                                         ==========

         ---------------------------------------------------------
          Gross Leasable Area (S.F.):                      30,791
          Per Square Foot of Gross Leasable Area:          $64.95
          Implicit Going-In Capitalization Rate:      
             Year One NOI                                $188,375
             Going-In Capitalization Rate:                   9.4%
         ---------------------------------------------------------
                                                     
Note: (1) Net Operating Income
================================================================================

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Final Conclusions via Income Approach

      The subject property consists of two office properties: a three-story
Class A building (Arboretum VI) and a one-story Class B flex building (Arboretum
VII). Individual cash flow projections were prepared for each property leading
to a conclusion of value on a building by building basis via the Income
Capitalization Approach which are summarized in the following table:

================================================================================
                                 Income Approach
================================================================================
         Property                  Value Conclusion           Value Per SF
================================================================================
         Arboretum VI                  $7,000,000                 $95.63
         Arboretum VII                 $2,000,000                 $64.95
================================================================================

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


                                       -59-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered two of the three traditional approaches to estimating
market value of commercial real estate in our analysis, which indicate the
following values for the subject property:

================================================================================
       Property               Sales Comparison            Income Capitalization
================================================================================
       Arboretum VI         $6,600,000 - $7,000,000              $7,000,000
       Arboretum VII        $2,000,000 - $2,300,000              $2,000,000
================================================================================

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are interdependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of income
producing property. Not only does this approach represent the most direct and
accurate simulation of market behavior, it is the method explicitly employed by
buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      Based on our complete appraisal, as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the prospective
market values of the leased fee estate in the referenced properties, subject to
the assumptions, limiting conditions, certifications, and definitions, as of
July 1, 1997, will be:

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


                                       -60-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

================================================================================
           Property                                Market Value
================================================================================
        Arboretum VI                                $7,000,000
        Arboretum VII                               $2,000,000                
================================================================================

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


                                       -61-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

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


                                       -62-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions And Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

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


                                       -63-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

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

1.    Kelly J. Small inspected the property and prepared the report. Donald R.
      Morris, MAI, Manager, Cushman & Wakefield of Washington D.C., Valuation
      Advisory Services, inspected the property and has reviewed and approved
      the report.

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

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

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

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the Uniform Standards of Professional
      Appraisal Practice of the Appraisal Foundation and the Code of
      Professional Ethics and the Standards of Professional Appraisal Practice
      of the Appraisal Institute.

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

9.    As of the date of this report, Donald R. Morris, MAI, have completed the
      requirements of the continuing education program of the Appraisal
      Institute.

10.   It is our opinion that the estimated market value of the subject property,
      in as-is condition, as of the effective date of the appraisal, as of July
      1, 1997, is:

================================================================================
                      Property                  Value Conclusions
================================================================================
                      Arboretum VI                  $7,000,000
                      Arboretum VII                 $2,000,000
================================================================================


/s/ Kelly J. Small         /s/ Donald R. Morris

Kelly J. Small             Donald R. Morris, MAI
Appraiser                  Manager, Director
                           Virginia Certified General Appraiser No. 4001-002465

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


                                       -64-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================




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


                                       -65-
<PAGE>

                                                                         Addenda
================================================================================


                                Legal Description
<PAGE>

                                                                  Exhibit "A-2"


                                  ARBORETUM VI

                                LEGAL DESCRIPTION

as outlined in red on Exhibit "A-1" attached hereto and made a part hereof, out
of a larger building situated on the 7.739 acre parcel shown on the attached
plat prepared by Dewberry and Davis, dated September 29, 1989, attached hereto
as Exhibit "A-3" and made a part hereof
<PAGE>

                                                                   Exhibit "B-1"


                                  ARBORETUM VII
                                LEGAL DESCRIPTION

as outlined in red on Exhibit "B" attached hereto and made a part hereof out of
a larger building situated on the 4.213 acre parcel as shown on the plat
prepared by Dewberry and Davis dated September 29, 1989, attached hereto as
Exhibit "B-2" and made part hereof.
<PAGE>

                                                                         Addenda
================================================================================


                                   Floor Plans
<PAGE>

                               [GRAPHIC OMITTED]
                   [FLOOR PLANS OF ARBORETUM VI FIRST FLOOR]
<PAGE>

                               [GRAPHIC OMITTED]
                                 [ARBORETUM VI]

                                 CHILDRESS KLEIN
                               P R 0 P E R T I E S
<PAGE>

                                                                         Addenda
================================================================================


                                   Site Plans
<PAGE>

                               [GRAPHIC OMITTED]

                       [PLAT SHOWING TWO PARCELS OF LAND]
<PAGE>

                                                                         Addenda
================================================================================


                             Improved Building Sales
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-1                                               Sale

Building Name:                                    Vistas at Brookfield

Location:                                         5516 and 5540 Falmouth Street
                                                  Brookfield Office Park
                                                  Richmond, Henrico, VA

Grantor:                                          Continental Properties, Inc.

Grantee:                                          Brookfield Holdings LP

Date of Sale:                                     05/01/97

Physical Description:
  Gross Building Area;                            70,582 Square Feet
  Net Rentable Area:                              70,582 Square Feet
  Year Built:                                     1985
  Occupancy at Sale:                              95%
  Quality:                                        Good
  Stories:                                        4

Sale Price:                                       $5,840,000

Terms of Sale:                                    All cash

Economic Indicators:
  Effective Gross Income:                         $1,149,812    Buyer's Proforma
  Less: Operating Expenses:                       $527,000
  Net Operating Income:                           $622,812

Appraisal Indicators:
  Effective Gross Inc. Mult.:                     5.08
  Overall Rate (OAR):                             10.66%

Sale Price/Square Foot (GSF):                     $82.74

Sale Price/Square Foot (RSF):                     $82.74

COMMENTS:

  This is the sale of two four-story Class B office
  buildings located within the Brookfield Office
  Park, just south of the intersection of
  Interstate 64 and West Broad Street. The
  buildings are adjoining and were 95 percent
  leased at the time of sale to numerous mid-size
  tenants including AEC Engineering, Brian
  Brothers, and Kelsum and Lee. According to the
  broker for the sale, there was limited
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-1 Continued

  rollover over the next two years. Rental rates in
  this building range from $15.50 to $16.50 per
  square foot, full service.

  The broker also indicated that the expenses for
  these buildings are high due to high utility
  expenses caused by an inefficient floorplate. A
  $10,000 credit was given to the buyer for physical
  item.
<PAGE>

                                                        OFFICE BUILDING SALE
================================================================================

I-2                                              Sale

Building Name:                                   Liberty Mutual Building

Location:                                        4101 Cox Road
                                                 Innsbrook Office Park
                                                 Richmond, Henrico, VA

Grantor:                                         Home Beneficial Life Ins Co.

Grantee:                                         Highwoods-Forsythe LP

Date of Sale:                                    12/01/96

Recording Data:                                  2691/2034

Physical Description:
 Gross Building Area:                            58,184 Square Feet
 Net Rentable Area:                              58,184 Square Feet
 Year Built:                                     1990
 Occupancy at Sale:                              95%
 Quality:                                        Good

Sale Price:                                      $6,000,000

Terms of Sale:                                   All cash

Economic Indicators:
 Effective Gross Income:                         $940,000       Buyer's Proforma
 Less: Operating Expenses:                       $290,000
 Net Operating Income:                           $650,000

Appraisal Indicators:
 Effective Gross Inc. Mult.:                     6.38
 Overall Rate (OAR):                             10.83%

Sale Price/Square Foot (GSF):                    $103.12

Sale Price/Square Foot (RSF):                    $103.12

COMMENTS:

 This is the sale of a Class A building that was
 100 percent occupied by five tenants. Capitol One
 was the largest tenant, with 35,000 square feet,
 followed by Libery Mutual with 18,000 square
 feet. The seller's proforma included a lower
 effective gross income and higher expense
 estimate, resulting in a lower overall rate of
 10.0 percent. The property was marketed for six
 months before
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-2 Continued

  selling.

  The building was delivered to the market during the
  beginning of the recession, with a subsequent poor
  absorption history. The lender ultimately foreclosed
  on the property and sold it to Home Beneficial Life
  Insurance Company in December 1993 for $5,050,000.
  The 1993 sale included 2.9 acres of excess land
  valued at $252,000. The most recent acquisition did
  not include this land.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-3                                              Sale

Building Name:                                   Aetna Building

Location:                                        4701 Cox Road
                                                 Innsbrook Office Park
                                                 Richmond, Henrico, VA

Grantor:                                         4701 Cox Road LP

Grantee:                                         Highwoods-Forsythe LP

Date of Sale:                                    06/01/96

Recording Data:                                  2656/1793

Physical Description:
 Gross Building Area:                            100,178 Square Feet
 Net Rentable Area:                              100,178 Square Feet
 Year Built:                                     1990
 Occupancy at Sale:                              99 %
 Quality:                                        Good
 Stories:                                        4

Sale Price:                                      $10,750,000

Terms of Sale:                                   All cash

Economic Indicators:
 Effective Gross Income:                         $1,546,763     Buyer's Proforma
 Less: Operating Expenses:                       $451,338
 Net Operating Income:                           $1,095,425

Appraisal Indicators:
 Effective Gross Inc. Mult.:                     6.95
 Overall Rate (OAR):                             10.2%

Sale Price/Square Foot (GSF):                    $107.31

Sale Price/Square Foot (RSF):                    $107.31

COMMENTS:
 This property was built in 1990 with Aetna as the
 lead tenant. Atena subsequently downsized,
 vacating 56,000 square feet.

 The property was acquired in July 1993 by several local
 investors for speculative investment.  The initial owner,
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-3 Continued

  Rowe Development, experienced company-wide financial
  problems and lost most of its extensive office
  holdings. The previous purchaser was a Dutch group
  who viewed the property as a long term investment
  with good upside potential. They considered the loss
  of Aetna as a lead tenant as minimal risk given the
  low occupancy in Innsbrook.

  At the time of sale, the property was 99 percent,
  with the most recent rental rates at $16.00 to $16.50
  per square foot. The income data presented above was
  estimated by the buyer based on existing leases and
  expenses and do not include reserves, leasing
  commissions, or alterations.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-4                                              Sale

Building Name:                                   Capitol One

Location:                                        4881 Cox Road
                                                 Innsbrook Office Park
                                                 Richmond, Henrico, VA

Grantor:                                         Liberty Property LP

Grantee:                                         First Security Bank of Utah

Date of Sale:                                    02/01/96

Recording Data:                                  2633/402

Physical Description:
  Gross Building Area:                           108,000 Square Feet
  Net Rentable Area:                             108,000 Square Feet
  Year Built:                                    1996
  Occupancy at Sale:                             100 %
  Quality:                                       Good
  Stories:                                       4

Sale Price:                                      $10,914,000

Terms of Sale:                                   Cash to seller

Economic Indicators:
  Effective Gross Income:                        $1,178,500             Actual
  Less: Operating Expenses:                      $58,925
  Net Operating Income:                          $1,119,575

Appraisal Indicators:
  Effective Gross Inc. Mult.:                    9.26
  Overall Rate (OAR):                            10.26%

Sale Price/Square Foot (GSF):                    $101.06

Sale Price/Square Foot (RSF):                    $101.06

COMMENTS:

  This was a build-to-suit project for which a
  purchase option was exercised immediately after
  completion of construction. At the time of sale,
  the building was triple net leased to the tenant
  at a rental rate of $10.91 per square foot.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-5                                               Sale

Building Name:                                    Owens & Minor Headquarters

Location:                                         4800 Cox Road
                                                  Innsbrook Office Park
                                                  Richmond, Henrico, VA

Grantor:                                          Owens & Minor JV

Grantee:                                          O&M Investors LP

Date of Sale:                                     09/01/95

Recording Data:                                   2604/1487

Physical Description:
  Gross Building Area:                            63,000 Square Feet
  Net Rentable Area:                              63,000 Square Feet
  Year Built:                                     1989
  Occupancy at Sale:                              100 %
  Quality:                                        Good

Sale Price:                                       $7,241,000

Terms of Sale:                                    All cash

Economic Indicators:
  Effective Gross Income:                         $778,000            Actual
  Less: Operating Expenses:                       $147,261
  Net Operating Income:                           $630,739

Appraisal Indicators:
  Overall Rate (OAR):                             8.71 %

Sale Price/Square Foot (GSF):                     $114.94

Sale Price/Square Foot (RSF):                     $114.94

COMMENTS:

  This represents a sale/leaseback of the Owens &
  Minors Headquarters office building. At the time
  of sale, the buiding was triple net leased for
  eleven years to a single tenant at a rental rate
  of $12.35 per square foot. The rent schedule
  over the term is as follows:

  Yr 1:      $778,000
  Yr 2:      $828,000
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-5 Continued

  Yr 3:     $867,500
  Yr 4-10:  $878,000
  Yr 11:    $927,500
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------


I-6                              Sale

Building Name:                   Technology Park

Location:                        1001-1063 Technology Park
                                 Richmond, Henrico, VA

Parcel Number:                   033-A-52

Grantor:                         Virginia Center

Grantee:                         Highwoods Realty LP

Date of Sale:                    11/29/94

Recording Data:                  2558-499

Recording Date:                  11/29/94

Physical Description:

 Land Area:                      736,600 Square Feet
                                 16.91 Acres
 Gross Building Area:            120,098 Square Feet
 Finished Office Area:           70.0 %
 % Air Conditioned:              70 %
 Sprinklered:                    No
 Year Built:                     1985
 Land/Building Ratio:            6.13:1
 Rail Access:                    No
 Construction Type:              Masonry
 Zoning:                         M-1C

Sale Price:                      $7,241,905

Terms of Sale:                   Cash to seller

Economic Indicators:
 Gross Annual Income:            $1,089,538            Seller's Proforma
 Less: Vacancy:                  $21,791               Seller's Proforma
 Effective Gross Income:         $1,067,747            Seller's Proforma
 Less: Operating Expenses:       $171,740              Seller's Proforma
 Net Operating Income:           $896,007              Seller's Proforma

Appraisal Indicators:
 Overall Rate (OAR):             12.37%

Sale Price/Square Foot (GSF):    $60.30
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------


I-6 (Continued)

      COMMENTS:

      Tenants pay rent on a net basis with expense pass throughs.
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------


I-7                               Sale

Building Name:                    Gaskins Centre A & C

Location:                         3801-3827 Gaskins Rd & 9878
                                  to 9898 Mayland Drive
                                  Richmond, Henrico, VA

Parcel Number:                    48-4-D-1A, 1B

Grantor:                          Crown Life Insurance Co

Grantee:                          Banks Gaskins LP

Date of Sale:                     12/29/94

Recording Data:                   2562-1857

Recording Date:                   12/29/94

Physical Description:

  Land Area:                      428,195 Square Feet
                                  9.83 Acres
  Gross Building Area:            97,394 Square Feet
  Finished Office Area:           55.0%
  % Air Conditioned:              55%
  Sprinklered:                    No
  Year Built:                     1986
  Land/Building Ratio:            4.4:1
  Rail Access:                    No
  Zoning:                         M-1C

Sale Price:                       $5,350,000

Terms of Sale:                    Cash equivalent

Economic Indicators:
  Gross Annual Income:            $715,902                   Seller's Proforma
  Less: Vacancy:                  $35,795                    Seller's Proforma
  Effective Gross Income:         $680,107                   Seller's Proforma
  Less: Operating Expenses:       $118,632                   Seller's Proforma
  Net Operating Income:           $561,475                   Seller's Proforma

Appraisal Indicators:
  Overall Rate (OAR):             10.5%

Sale Price/Square Foot (GSF):     $54.93
<PAGE>

                                                        RESEARCH & DEVELOP. SALE
- --------------------------------------------------------------------------------



I-7 Continued

COMMENTS:

      Rents in this property were in the $6.62 to $9.05 per square foot range,
      with tenants responsible for utilities and janitorial.
<PAGE>

                                                                         Addenda
- --------------------------------------------------------------------------------


                                    Rent Roll
<PAGE>

5/8/97 WMG

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

Arboretum VI Office
9011 Arboretum Parkway
Richmond, Virginia 23236
7.739 Acres/75,392 Gross Buliding Area
Rent Roll

<TABLE>
<CAPTION>
                                                                             Apr-97            Base    Base            
                                  Lease        Lease     Security    Apr     Rental     Esc    Year    Year            
Flr              Tenant         Commence      Expires    Deposit     RSF      Rate      Rate   Esc.    Stop   Term     
- -----------------------------------------------------------------------------------------------------------------------
<S>  <C>                        <C>          <C>          <C>       <C>      <C>       <C>     <C>     <C>     <C>     
1st  Johnson Mirmiran Thompson  01-Nov-96    30-Nov-99    2,242     4,484    $16.74     1.04     4%      --     37     

     New England Life           01-Aug-96    31-Jul-01       90     6,741     15.50     1.00    96     5.56     60     

     Norfolk Southern           01-Mar-97    28-Feb-00              2,678     16.75     1.00    97       --     36     

     Signet                     15-Mar-94    14-Mar-99              1,947     16.93     1.03     3%      --     60     

     TPK Asset Management       15-May-94    14-May-99    2,432     2,048     15.27     1.04   3.5%      --     60     

     Drake Beam Morin           01-Jul-93    31-Aug-98              5,153     15.98     1.00    93     5.25     62     

2nd  Manufacturers Life         01-Sep-96    31-Aug-01              5,573     16.15     1.03   n/a       --     60     

     Drake Beam (Exp)           06-Jan-96    30-Jun-97              1,315     16.50     1.00   n/a       --            

     PrimeCo                    15-Aug-95    31-Jul-05              5,628     14.85    varies   96     5.56    119     

     PrimeCo                    15-Sep-95    31-Jul-05             11,946     14.87    varies   96     5.56    118     

3rd  Ohio Casualty Insurance    01-Apr-91    30-Sep-01              3,748     14.75    3% - 4%  97             126     

     Speculative (Ohio)                                             5,760

     Healthsource Provident     01-Apr-96    31-Mar-99              3,898      0.00    1.04     96     5.56     36     

     Microsoft                  01-Apr-96    31-Mar-98              1,405     16.81    1.05      5%      --     24     

     Cornwell Enterprises       01-May-94    30-Apr-97    5,663     4,607     16.25    1.05      5%      --     36     

     Ericsson                   01-Mar-96    28-Feb-99                741     16.23    1.03     96     5.56     36     

     Building Conference Room                                         378                      n/a

     Lincoln Financial          01-Mar-93    28-Feb-99              3,158     16.66    1.05      5%      --     72     

     Norrell Services           01-May-93    30-Apr-98    1,281     1,452     14.76    1.03      3%      --     60     

     Globe Life & Accident      01-Jul-94    30-Jun-97      650       535     14.58    1.00    n/a       --     36     

     Total Occupied                                      12,358    67,435                                             

     Total Leased                                                  67,435

     Total Available                                                5,760

     Total Building                                                73,195

     % Occupied                                                     92.13%

     % Leased                                                       92.13%
</TABLE>


Rent Roll                          Current
                                     Rent
Flr              Tenant             @ 4/97    Specific Use of Space
- -----------------------------------------------------------------------------
1st  Johnson Mirmiran Thompson     $6,254.00  Engineers

     New England Life               8,707.00  Life Insurance Company

     Norfolk Southern               3,738.04  Railway Company

     Signet                         2,747.00  Mortgage Company

     TPK Asset Management           2,606.00  Asset Manager

     Drake Beam Morin               6,861.00  Publisher

2nd  Manufacturers Life             7,500.33  Life Insurance Company

     Drake Beam (Exp)               1,808.13  Publisher

     PrimeCo                        6,964.00  Phone Company

     PrimeCo                       14,798.47  Phone Company

3rd  Ohio Casualty Insurance        4,606.92  Life Insurance Company            

     Speculative (Ohio)         

     Healthsource Provident             0.00  Health Insurance

     Microsoft                      1,967.70  Computer Company

     Cornwell Enterprises           6,239.00  Author

     Ericsson                       1,002.00  Radio system sales                

     Building Conference Room   

     Lincoln Financial              4,384.00  Insurance

     Norrell Services               1,786.00  Employment Agency                 

     Globe Life & Accident            650.00  Life Insurance Company            

     Total Occupied               $82,619.59

     Total Leased                

     Total Available            

     Total Building             

     % Occupied                 

     % Leased                   

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

5/8/97 WMG

================================================================================
Arboretum VII Office
9211 Arboretum Parkway
Richmond, Virginia 23236
4.215 Acres/30,357 Gross Building Area
Rent Roll

<TABLE>
<CAPTION>
                                                                             Apr-97            Base    Base            
                                  Lease        Lease     Security    Apr     Rental     Esc    Year    Year            
Flr              Tenant         Commence      Expires    Deposit     RSF      Rate      Rate   Esc.    Stop   Term     
- -----------------------------------------------------------------------------------------------------------------------
<S>  <C>                        <C>          <C>          <C>       <C>      <C>       <C>     <C>     <C>     <C>     

1st  Cellular One               31-Oct-91    31-Dec-96              20,577   12.66     1.035    4%      --      62     

     Duboy Advertising          01-Feb-92    28-Feb-02               3,117   15.02     1.03     n/a            121     

     Speculative
       (Success Stories)        01-Feb-92    28-Feb-98               1,111    0.00     1.03                      0     

     B. F. Saul (Expansion)     01-Sep-96    31-Aug-99               2,969   12.85     1.03      3%      -      36     
                                                                                    
     B. F. Saul                 01-Feb-94    31-Aug-99               3,017   12.95     1.03      3%      -      67     
                                                                                   
     Total Occupied                                         --      29,680                                  

     Total Leased                                                   29,680

     Total Available                                                 1,111

     Total Building                                                 30,791

     % Occupied                                                     96.39%

     % Leased                                                       96.39%

- -------------------------------------------------------------------------------------------------------------------------
     Total RF&P Arboretum

     Total Occupied                                      130,112   462,003     

     Total Leased                                                  462,979

     Total Available                                                11,140

     Total Building                                                474,119

     % Occupied                                                     97.44%

     % Leased                                                       97.65%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                 
Rent Roll                         Current                                    
                                   Rent                                     
Flr              Tenant           @ 4/97    Specific Use of Space           
- ------------------------------------------------------------------------------ 

1st  Cellular One               $21,709.00  Phone Company

     Duboy Advertising            3,901.00  Advertising

     Speculative
       (Success Stories)              0.00

     B. F. Saul (Expansion)       3,178.95  Mortgage Company

     B. F. Saul                   3,256.00  Mortgage Company

     Total Occupied             $32,044.95

     Total Leased                

     Total Available             

     Total Building              

     % Occupied                 

     % Leased                    

- ----------------------------------------------
     Total RF&P Arboretum

     Total Occupied             $546,210.30

     Total Leased                

     Total Available            

     Total Building             

     % Occupied                 

     % Leased                    
- ----------------------------------------------

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

                                                                         Addenda
- --------------------------------------------------------------------------------


                              Operating Statements
<PAGE>

                         Historical Operating Statements
                                  Arboretum, VI

Building NRA               73,195 SF

<TABLE>
<CAPTION>
                                               1994 Actual             1995 Actual           1996 Actual           1997 Budget
                                         ---------------------    -------------------   -------------------   -------------------
Item                                        Amount      Per SF      Amount     Per SF     Amount     Per SF     Amount     Per SF
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>       <C>          <C>      <C>          <C>      <C>          <C>   
INCOME
    Gross Income                         $ 1,157,791    $15.82    $1,082,314   $14.79   $1,034,992   $14.14   $1,112,154   $15.19
    Reimbursements                            (2,298)    (0.03)          905     0.01        2,803     0.04        3,507     0.05
                                         ---------------------    -------------------   -------------------   -------------------
    Total Income                         $ 1,155,492    $15.79    $1,083,219   $14.80   $1,037,795   $14.18   $1,115,661   $15.24

EXPENSES
    Real Estate Taxes                    $    54,589    $ 0.75    $   55,218   $ 0.75   $   59,570   $ 0.81   $   69,496   $ 0.95
    Operating Expense                        328,223      4.48       306,908     4.19      244,599     3.34      260,028     3.55
    General & Administrative                       0      0.00             0     0.00       39,951     0.55       50,805     0.69
    Management Fee                            58,852      0.80        54,749     0.75       25,879     0.35       33,135     0.45
                                         ---------------------    -------------------   -------------------   -------------------
    Total Expenses                       $   441,664    $ 6.03    $  416,875   $ 5.70   $  369,999   $ 5.05   $  413,464   $ 5.65

NET OPERATING INCOME                     $   713,828    $ 9.75    $  666,344   $ 9.10   $  667,795   $ 9.12   $  702,197   $ 9.59
                                         =====================    ===================   ===================   ===================

</TABLE>
- --------------------------------------------------------------------------------
Note: Acquired in June, 1996. YTD expenses are June through December,
annualized.


                                       10
<PAGE>

                         Historical Operating Statements
                                  Arboretum VII

Building   NRA                                   30,791 SF

<TABLE>
<CAPTION>
                                               1994 Actual             1995 Actual           1996 Actual           1997 Budget
                                         ---------------------    -------------------   -------------------   -------------------
Item                                        Amount      Per SF      Amount     Per SF     Amount     Per SF     Amount     Per SF
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>       <C>          <C>      <C>          <C>      <C>          <C>   
INCOME
   Gross Income                          $382,741       $12.43    $337,417     $10.96   $353,669     $11.49   $289,967     $ 9.42
   Reimbursements                          15,190         0.49      18,721       0.61     26,388       0.86     29,280       0.95
                                         ---------------------    -------------------   -------------------   -------------------
   Total Income                          $397,931       $12.92    $356,137     $11.57   $380,057     $12.34   $319,247     $10.37
                                                                                                                          
EXPENSES                                                                                                                  
   Real Estate Taxes                     $ 20,796       $ 0.68    $ 21,480     $ 0.70   $ 22,918     $ 0.74   $ 23,190     $ 0.75
   Operating Expense                      116,668         3.79     119,119       3.87     91,767       2.98     92,716       3.01
   General & Administrative                     0         0.00           0       0.00     17,242       0.56     19,091       0.62
   Management Fee                          15,822         0.51      14,245       0.46     10,858       0.35      9,186       0.30
                                         ---------------------    -------------------   -------------------   -------------------
   Total Expenses                        $153,286       $ 4.98    $154,844     $ 5.03   $142,786     $ 4.64   $144,183     $ 4.68
                                                                                                                          
NET OPERATING INCOME                     $244,644       $ 7.95    $201,293     $ 6.54   $237,271     $ 7.71   $175,064     $ 5.69
                                         =====================    ===================   ===================   ===================
</TABLE>
- --------------------------------------------------------------------------------
Note: Acquired in June, 1996.  YTD income is June through December, annualized.


                                       11
<PAGE>

                                                                         Addenda
- --------------------------------------------------------------------------------


                                 Investor Survey
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19

<PAGE>

                                                                         Addenda
- --------------------------------------------------------------------------------


                          Qualifications of Appraisers
<PAGE>

                                                                  QUALIFICATIONS
- --------------------------------------------------------------------------------

                                                           Donald R. Morris, MAI

Professional Affiliations:

  Member of the Appraisal Institute (MAI Designations #9812)
  District of Columbia Certified General Real Estate Appraiser (#GA00010267) 
  Commonwealth of Virginia Certified General Real Estate Appraiser (#4001002465)
  State of Maryland Certified General Real Estate Appraiser (#7220) 
  State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

  Director/Manager, Cushman & Wakefield of Washington, D.C. and
  Assistant Manager, Cushman & Wakefield of Texas, Inc.,
  Dallas, Texas, Valuation Advisory Services, a full service
  real estate organization specializing in appraisal and
  consultation. April 1990 to present.

  Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977 to
  April 1990.

  Other real estate experience includes work as a residential listing and
  selling agent preparing market analyses and origination contracts.

  Experience includes appraisal of the following types of property:

  Office Buildings                   Medical Office Buildings
  Regional Malls                     Power Centers
  Outlet Centers                     Community & Neighborhood Shopping Centers
  Department Stores                  Industrial Buildings
  Residential Subdivisions           Single Family Residences
  Multi-Family Properties            Condominiums/Duplexes
  Subdivision Analysis               Farm/Ranch
  Mixed Use Properties               Golf Courses
  Grape Vineyards                    Special Purpose Facilities
  Commercial Land                    Hotel/Motel
  Ad Valorem Tax Appeals

  Appraisal and consulting services used for mortgage loans, relocations, gift
  and estate tax, condemnation and litigation purposes.

  Qualified as an expert witness in state and federal real estate court cases.


Education:

  Bachelor of Arts (Political Science), 1981
  University of Texas at Arlington, Arlington, Texas.
<PAGE>

                                                                  QUALIFICATIONS
- --------------------------------------------------------------------------------
                                                           Donald R. Morris, MAI

Appraisal Institute Courses:

         #1A1 - Real Estate Appraisal Principles
         #1A2 - Basic Valuation Procedures
         #1B1 - Capitalization Theory & Techniques, Part A
         #1B2 - Capitalization Theory & Techniques, Part B
         #410 - Standards of Professional Appraisal Practice, Part A (USPAP) 
         #420 - Standards of Professional Appraisal Practice, Part B (AI) 
         #21 - Case Studies in Real Estate Valuation 
         #22 - Report Writing and Valuation Analysis 
         #82 - Residential Valuation Procedures

Additional Accredited Real Estate Courses:

         Real Estate Appraisal
         Principles of Real Estate
         Real Estate Marketing
         Real Estate Finance
         Property Management

         Federal National Mortgage Corporation (Fannie Mae) - Appraisal Training

Certified in the Appraisal's Institute's voluntary program of continuing
education for its designated members.
<PAGE>

                                                                  QUALIFICATIONS
- --------------------------------------------------------------------------------
                                                                  Kelly J. Small

Professional Affiliations:

          Candidate Member of the Appraisal Institute (#M921847)
          State of Maryland Certified General Real Estate Appraiser (#20143)
          Maryland Salesperson License (#313081)

Appraisal/Real Estate Experience:

          Appraiser, Cushman & Wakefield of Washington, D.C., Inc., Valuation
          Advisory Services, a full service real estate organization
          specializing in appraisal and consultation. Member of National
          Affordable Housing Group. October, 1995 to present.

          Staff Appraiser, Legg Mason Realty Group, Inc., Baltimore, Maryland.
          February, 1990, through October, 1995.

          Other work experience includes financial analyst, market research
          analyst and real estate settlement work.

          Experience includes appraisal of the following types of property:

          Office Buildings                        Shopping Centers
          Subdivision Development Analysies       Industrial Facilities
          Commercial Land                         Multi-Family Properties
          Single Family Residences                Leasehold/Leased Fee Interests
          Hotel                                   Special Purpose Facilities
          Manufacturing Facilities                Warehouse Facilities
         
Education:

         Bachelor of Science (Finance), 1990
         University of Baltimore, Baltimore, Maryland

         Masters of Science (Real Estate Development), 1996
         The Johns Hopkins University, Baltimore, Maryland

         Appraisal Institute Courses:

             #1A1 - Real Estate Appraisal Principles
             #lA2 - Basic Valuation Procedures
             #1Bl - Capitalization Theory & Techniques, Part A
             #1B2 - Capitalization Theory & Techniques, Part B
             #410 - Standards of Professional Appraisal Practice, Part A (USPAP)
<PAGE>

                                                                  QUALIFICATIONS
- --------------------------------------------------------------------------------
                                                                  Kelly J. Small

             #420 - Standards of Professional Appraisal Practice, Part B (AI)
             #540 - Report Writing and Valuation Analysis
             #550 - Advanced Applications

         Specific course work and seminars:

             The new URAR Appraisal Reports, Emerging Trends
             Affordable Housing Tax Credit Coalition seminars
<PAGE>

                                                                         Addenda
- --------------------------------------------------------------------------------


                              Pro-ject Assumptions
<PAGE>

                                  ARBORETUM VI
                            PROJECT DESIGNATOR: ARB6
                            REVISION: 7/11/97 @ 23:52
                                 TENANT REGISTER
                                 7/11/97 @ 23:52



                   TENANT               SQUARE FEET   BEGIN DATE     END DATE
- -------------------------------------   -----------   ----------     --------
#  1  - JOHNSON MIRMIRAN                      4,484      11/1996      11/1999
#  2  - NEW ENGLAND LIFE                      6,741       8/1996       7/2002
#  3  - SIGNET                                1,947       3/1994       3/1999
#  4  - TPK ASSET MANAGEME                    2,048       5/1994       5/1999
#  5  - DRAKE BEAM MORIN                      5,153       7/1993       8/1998
#  6  - MANUFACTURERS LIFE                    5,573       9/1996       8/2001
#  7  - PRIME CO                              5,628       8/1995       7/2005
#  8  - PRIME CO                             11,946       9/1995       7/2005
#  9  - OHIO CASUALTY INSU                    3,748       4/1997       9/2001
# 10  - HEALTHSOURCE                          3,898       4/1996       3/1999
# 11  - MICROSOFT                             1,405       4/1996       3/1998
# 12  - CORNWELL ENTERPRIS                    4,607       5/1997      10/1997
# 13  - ERICSSON                                741       3/1996       2/1999
# 14  - LINCOLN FINANCIAL                     3,158       3/1993       2/1999
# 15  - NORRELL SERVICES                      1,452       5/1993       4/1998
# 16  - GLOBE LIFE                              535       7/1994       6/1997
# 17  - Norfolk Southern                      2,678       3/1997       2/2000
# 18  - DRAKE BEAM MORIN                      1,315       1/1996       6/1997
# 19  - VACANT                                5,760       9/1997       8/2002
# 20  - CONFERENCE ROOM                         378       7/1995       6/2060
                                        -----------
        20 TENANTS                           73,195
                                        ===========
<PAGE>

                                  ARBORETUM VI
                            PROJECT DESIGNATOR: ARB6
                            REVISION: 7/6/97 @ 10:44
                            AVERAGE OCCUPANCY REPORT
                                 FOR ALL TENANTS
                                 7/11/97 @ 23:52

<TABLE>
<CAPTION>
                 1997         1998           1999        2000         2001         2002         2003          2004         2005
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
<S>               <C>          <C>            <C>         <C>          <C>          <C>          <C>           <C>          <C>   
JANUARY           56,402       68,588         73,195      68,711       73,195       73,195       73,195        68,042       73,195
FEBRUARY          56,402       73,195         73,195      68,711       73,195       73,195       68,588        68,042       73,195
MARCH             59,080       73,195         69,296      70,517       73,195       73,195       68,588        73,195       68,711
APRIL             62,828       71,790         63,451      70,517       73,195       73,195       68,588        73,195       68,711
MAY               67,435       70,338         63,451      70,517       73,195       73,195       73,195        73,195       68,711
JUNE              67,435       70,338         65,302      73,195       73,195       73,195       73,195        69,296       70,517
JULY              65,585       71,743         71,147      73,195       73,195       73,195       71,790        63,451       70,517
AUGUST            65,585       73,195         71,147      73,195       73,195       66,454       70,338        63,451       52,943
SEPTEMBER         71,345       68,042         73,195      73,195       67,622       60,694       70,338        65,302       55,621
OCTOBER           73,195       68,042         73,195      73,195       63,874       58,844       71,743        71,147       55,621
NOVEMBER          68,588       68,042         73,195      73,195       63,874       65,585       73,195        71,147       73,195
DECEMBER          68,588       73,195         68,711      73,195       69,447       71,345       68,042        73,195       73,195
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
AVERAGE SF
 OCCUPIED-OCCA    65,206       70,809         69,873      71,778       70,865       69,607       70,900        69,388       67,011

TOTAL SF-NRA      73,195       73,195         73,195      73,195       73,195       73,195       73,195        73,195       73,195
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
OCCUPANCY %        89.09        96.74          95.46       98.06        96.82        95.10        96.86         94.80        91.55
              ==========   ==========     ==========  ==========   ==========   ==========   ==========    ==========   ==========

<CAPTION>
                 2006         2007           2008        2009         2010         2011         2012          2013        2014
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
<S>               <C>          <C>            <C>         <C>          <C>          <C>          <C>           <C>          <C>   
JANUARY           73,195       63,874         58,844      71,743       71,147       55,621       73,195        73,195       71,790
FEBRUARY          73,195       63,874         65,585      73,195       71,147       73,195       73,195        66,454       70,338
MARCH             73,195       69,447         71,345      68,042       73,195       73,195       67,622        60,694       70,338
APRIL             73,195       73,195         73,195      68,042       73,195       73,195       63,874        58,844       71,743
MAY               73,195       73,195         68,588      68,042       73,195       73,195       63,874        65,585       73,195
JUNE              73,195       73,195         68,588      73,195       68,711       73,195       69,447        71,345       68,042
JULY              73,195       73,195         68,588      73,195       68,711       73,195       73,195        73,195       68,042
AUGUST            73,195       73,195         73,195      73,195       68,711       73,195       73,195        68,588       68,042
SEPTEMBER         73,195       73,195         73,195      69,296       70,517       73,195       73,195        68,588       73,195
OCTOBER           73,195       73,195         71,790      63,451       70,517       73,195       73,195        68,588       73,195
NOVEMBER          73,195       66,454         70,338      63,451       52,943       73,195       73,195        73,195       73,195
DECEMBER          67,622       60,694         70,338      65,302       55,621       73,195       73,195        73,195       69,296
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
AVERAGE SF
 OCCUPIED-OCCA    72,731       69,726         69,466      69,179       68,134       71,731       70,865        68,456       70,868

TOTAL SF-NRA      73,195       73,195         73,195      73,195       73,195       73,195       73,195        73,195       73,195
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
OCCUPANCY %        99.37        95.26          94.91       94.51        93.09        98.00        96.82         93.53        96.82
              ==========   ==========     ==========  ==========   ==========   ==========   ==========    ==========   ==========

<CAPTION>
                 2015         2016           2017        2018         2019         2020         2021         2022          2023
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
<S>               <C>          <C>            <C>         <C>          <C>          <C>          <C>           <C>          <C>   
JANUARY           63,451       70,517         73,195      73,195       68,588       73,195       68,711        73,195       73,195
FEBRUARY          63,451       52,943         73,195      73,195       73,195       73,195       68,711        73,195       73,195
MARCH             65,302       55,621         73,195      73,195       73,195       69,296       70,517        73,195       73,195
APRIL             71,147       55,621         73,195      73,195       71,790       63,451       70,517        73,195       73,195
MAY               71,147       73,195         73,195      66,454       70,338       63,451       52,943        73,195       73,195
JUNE              73,195       73,195         67,622      60,694       70,338       65,302       55,621        73,195       73,195
JULY              73,195       73,195         63,874      58,844       71,743       71,147       55,621        73,195       73,195
AUGUST            73,195       73,195         63,874      65,585       73,195       71,147       73,195        73,195       66,454
SEPTEMBER         68,711       73,195         69,447      71,345       68,042       73,195       73,195        67,622       60,694
OCTOBER           68,711       73,195         73,195      73,195       68,042       73,195       73,195        63,874       58,844
NOVEMBER          68,711       73,195         73,195      68,588       68,042       73,195       73,195        63,874       65,585
DECEMBER          70,517       73,195         73,195      68,588       73,195       68,711       73,195        69,447       71,345
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
</TABLE>
<PAGE>

                                                                          PAGE 2


<TABLE>
<S>               <C>          <C>            <C>         <C>          <C>          <C>          <C>           <C>          <C>   
AVERAGE SF
 OCCUPIED-OCCA    69,228       68,355         70,865      68,839       70,809       69,873       67,385        70,865       69,607

TOTAL SF-NRA      73,195       73,195         73,195      73,195       73,195       73,195       73,195        73,195       73,195
              ----------   ----------     ----------  ----------   ----------   ----------   ----------    ----------   ----------
OCCUPANCY %        94.58        93.39          96.82       94.05        96.74        95.46        92.06         96.82        95.10
              ==========   ==========     ==========  ==========   ==========   ==========   ==========    ==========   ==========
</TABLE>

                         2024        2025        2026       2027
                      ----------  ----------  ---------- ----------
JANUARY                   73,195      68,042      73,195     73,195
FEBRUARY                  68,588      68,042      73,195     73,195
MARCH                     68,588      73,195      68,711     73,195
APRIL                     68,588      73,195      68,711     73,195
MAY                       73,195      73,195      68,711     73,195
JUNE                      73,195      69,296      70,517     73,195
JULY                      71,790      63,451      70,517     73,195
AUGUST                    70,338      63,451      52,943     73,195
SEPTEMBER                 70,338      65,302      55,621     73,195
OCTOBER                   71,743      71,147      55,621     73,195
NOVEMBER                  73,195      71,147      73,195     73,195
DECEMBER                  68,042      73,195      73,195     67,622
                      ----------  ----------  ---------- ----------
AVERAGE SF
 OCCUPIED-OCCA            70,900      69,388      67,011     72,731

TOTAL SF-NRA              73,195      73,195      73,195     73,195
                      ----------  ----------  ---------- ----------
OCCUPANCY %                96.86       94.80       91.55      99.37
                      ==========  ==========  ========== ==========
<PAGE>

                                  ARBORETUM VI
                            PROJECT DESIGNATOR: ARB6
                            REVISION: 7/11/97 @ 23:52
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)
                                 7/11/97 @ 23:53

<TABLE>
<CAPTION>
        TENANT/
LEASE TYPE AND DATES/     BASE RENT/     OVERAGE/  SALES(000)/ RECOVERIES/  REVENUE/
     SQUARE FEET            PER SF       PER SF       PER SF      PER SF     PER SF
- ----------------------    ----------   ----------  ----------  ----------  ----------
<S>                        <C>             <C>         <C>        <C>       <C>    
# 1
JOHNSON MIRMIRAN
BASE LEASE  11/96-11/99     76,563             0          0           0      76,563
               4,484 SF      17.07          0.00       0.00        0.00       17.07

# 2
NEW ENGLAND LIFE
BASE LEASE   8/96- 7/02    106,227             0          0       2,816     109,043
               6,741 SF      15.76          0.00       0.00        0.42       16.18

# 3
SIGNET
BASE LEASE   3/94- 3/99      33,128            0          0          35      33,163
               1,947 SF       17.01         0.00       0.00        0.02       17.03

# 4
TPK ASSET MANAGEME
BASE LEASE   5/94- 5/99      31,273            0          0           0      31,273
               2,048 SF       15.27         0.00       0.00        0.00       15.27

# 5
DRAKE BEAM MORIN
BASE LEASE   7/93- 8/98      82,448            0          0       1,147      83,595
               5,153 SF       16.00         0.00       0.00        0.22       16.22

# 6
MANUFACTURERS LIFE
BASE LEASE   9/96- 8/01      92,029            0          0        100       92,129
               5,573 SF       16.5l         0.00       0.00        0.02       16.53

# 7
PRIME CO
BASE LEASE   8/95- 7/05      85,317            0          0       2,351      87,668
               5,628 SF       15.16         0.00       0.00        0.42       15.58

# 8
PRIME CO
BASE LEASE   9/95- 7/05     181,338            0          0       4,990     186,328
              11,946 SF       15.18         0.00       0.00        0.42       15.60
                           
# 9                        
OHIO CASUALTY INSU         
BASE LEASE   4/97- 9/01      56,389            0          0         313      56,702
               3,748 SF       15.05         0.00       0.00        0.08       15.13
                            
# 10                        
HEALTHSOURCE                
BASE LEASE   4/96- 3/99      61,567            0          0       1,628      63,195
               3,898 SF       15.79         0.00       0.00        0.42       16.21
                            
# 11                        
MICROSOFT                   
BASE LEASE   4/96- 3/98      18,745            0          0         462      19,207
               1,405 SF       13.34         0.00       0.00        0.33       13.67
</TABLE>
                          
<PAGE>

                                                                          PAGE 2


<TABLE>
<CAPTION>

        TENANT/
LEASE TYPE AND DATES/     BASE RENT/     OVERAGE/  SALES(000)/ RECOVERIES/  REVENUE/
     SQUARE FEET            PER SF       PER SF       PER SF      PER SF     PER SF
- ----------------------    ----------   ----------  ----------  ----------  ----------
<S>                        <C>             <C>         <C>        <C>       <C>    
# 12
CORNWELL ENTERPRIS
BASE LEASE   5/97-10/97       60,547           0           0           0      60,547
               4,607 SF        13.14        0.00        0.00        0.00       13.14

# 13
ERICSSON
BASE LEASE   3/96- 2/99       12,117           0           0         310      12,427
                 741 SF        16.35        0.00        0.00        0.42       16.77

# 14
LINCOLN FINANCIAL
BASE LEASE   3/93- 2/99       53,270           0           0           0      53,270
               3,158 SF        16.87        0.00        0.00        0.00       16.87

# 15
NORRELL SERVICES
BASE LEASE   5/93- 4/98       19,646           0           0          21      19,667
               1,452 SF        13.53        0.00        0.00        0.01       13.54

# 17
Norfolk Southern
BASE LEASE   3/97- 2/00       45,305           0           0         224      45,529
               2,678 SF        16.92        0.00        0.00        0.08       17.00

# 20
CONFERENCE ROOM
BASE LEASE   7/95- 6/60            0           0           0           0           0
                 378 SF         0.00        0.00        0.00        0.00        0.00
                          ----------   ---------  ----------  ----------  ----------
                 TOTALS    1,015,909           0           0      14,397   1,030,306
              65,585 SF        15.49        0.00        0.00        0.22       15.71
                          ==========   =========  ==========  ==========  ==========

</TABLE>
<PAGE>

                                  ARBORETUM VI
                            PROJECT DESIGNATOR: ARB6
                            REVISION: 7/11/97 @ 23:52
                                EXPIRATION REPORT
                        YEARS 1998 TO 2028, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 7/11/97 @ 23:53

<TABLE>
<CAPTION>
                                        TERM/      BASE              TOTAL    MARKET
       TENANT           SQUARE FT    END DATE    RENT/SF  RECV/SF   RENT/SF   RENT/SF
- -------------------     ---------   ---------    -------  -------   -------   -------
<S>                     <C>         <C>         <C>      <C>       <C>       <C>  
# 16                                 INITIAL
GLOBE LIFE                    535    6/1997        14.58      0.00     14.58    16.50

# 18                                 INITIAL
DRAKE BEAM MORIN            1,315    6/1997        16.5O      0.00     16.50    16.5O

# 12                                 INITIAL
CORNWELL ENTERPRIS          4,607   10/1997        17.88      0.00     17.88    16.50

# 11                                 INITIAL
MICROSOFT                   1,405    3/1998        16.01      0.54     16.55    17.08

# 15                                 INITIAL
NORRELL SERVICES            1,452    4/1998        14.76      0.04     14.80    17.08
                        ---------                -------   -------   -------  -------
 5 FY 98 EXPIRATIONS        9,314                  16.73      0.09     16.81    16.68

#  5                                 INITIAL
DRAKE BEAM MORIN            5,153    8/1998        16.00      0.34     16.34    17.08

# 14                                 INITIAL
LINCOLN FINANCIAL           3,158    2/1999        17.49      0.00     17.49    17.68

# 13                                 INITIAL
ERICSSON                      741    2/1999        16.71      0.73     17.44    17.68

# 10                                 INITIAL
HEALTHSOURCE                3,898    3/1999        16.32      0.73     17.05    17.68

#  3                                 INITIAL
SIGNET                      1,947    3/1999        17.44      0.07     17.50    17.68

#  4                                 INITIAL
TPK ASSET MANAGEME          2,048    5/1999        15.80      0.00     15.80    17.68
                        ---------                -------   -------   -------  -------
 6 FY 99 EXPIRATIONS       16,945                  16.52      0.31     16.83    17.49
                        ---------                -------   -------   -------  -------
11 CUMULATIVE EXPS         26,259                  16.60      0.23     16.83    17.20

#  1                                 INITIAL
JOHNSON MIRMIRAN            4,484   11/1999        18.11      0.00     18.11    17.68

# 17                                 INITIAL
Norfolk Southern            2,678    2/2000        18.12      0.61     18.73    18.29
                        ---------                -------   -------   -------  -------
 2 FY100 EXPIRATIONS        7,162                  18.11      0.23     18.34    17.91
                        ---------                -------   -------   -------  -------
13 CUMULATIVE EXPS         33,421                  16.92      0.23     17.15    17.35
</TABLE>
<PAGE>

                                                                          PAGE 2


<TABLE>
<CAPTION>
                                        TERM/      BASE              TOTAL    MARKET
       TENANT           SQUARE FT    END DATE    RENT/SF  RECV/SF   RENT/SF   RENT/SF
- -------------------     ---------   ---------    -------  -------   -------   -------
<S>                     <C>         <C>         <C>      <C>       <C>       <C>  
#  6                                 INITIAL
MANUFACTURERS LIFE          5,573    8/2001        18.18      0.14     18.32    18.93

#  9                                 INITIAL
OHIO CASUALTY INSU          3,748    9/2001        16.60      0.81     17.41    18.93
                        ---------                -------   -------   -------  ------- 
 2 FY102 EXPIRATIONS        9,321                  17.54      0.41     17.95    18.93
                        ---------                -------   -------   -------  -------
15 CUMULATIVE EXPS         42,742                  17.06      0.27     17.33    17.70

#  2                                 INITIAL
NEW ENGLAND LIFE            6,741    7/2002        17.11      1.36     18.47    19.60

# 19                                 INITIAL
VACANT                      5,760    8/2002        18.57      1.02     19.59    19.60

# 18                               RENEWAL 1
DRAKE BEAM MORIN            1,315    9/2002        18.57      1.02     19.59    19.60

# 16                               RENEWAL 1
GLOBE LIFE                    535    9/2002        18.57      1.03     19.60    19.60

# 12                               RENEWAL 1
CORNWELL ENTERPRIS          4,607    1/2003        19.22      1.06     20.28    20.28
                        ---------                -------   -------   -------  -------
 5 FY103 EXPIRATIONS       18,958                  18.21      1.15     19.36    19.76
                        ---------                -------   -------   -------  -------
20 CUMULATIVE EXPS         61,700                  17.41      0.54     17.95    18.33

# 11                               RENEWAL 1
MICROSOFT                   1,405    6/2003        19.22      1.06     20.28    20.28

# 15                               RENEWAL 1
NORRELL SERVICES            1,452    7/2003        19.22      1.06     20.28    20.28

#  5                               RENEWAL 1
DRAKE BEAM MORIN            5,153   11/2003        19.22      1.06     20.28    20.28

# 13                               RENEWAL 1
ERICSSON                      741    5/2004        19.89      1.09     20.97    20.99

# 14                               RENEWAL 1
LINCOLN FINANCIAL           3,158    5/2004        19.89      1.09     20.98    20.99
                        ---------                -------   -------   -------  -------
 5 FY104 EXPIRATIONS       11,909                  19.44      1.07     20.51    20.52
                        ---------                -------   -------   -------  -------
25 CUMULATIVE EXPS         73,609                  17.74      0.63     18.36    18.69

#  3                               RENEWAL 1
SIGNET                      1,947    6/2004        19.90      1.08     20.98     20.99

# 10                               RENEWAL 1
HEALTHSOURCE                3,898    6/2004        19.89      1.09     20.98     20.99

#  4                               RENEWAL 1
TPK ASSET MANAGEME          2,048    8/2004        19.89      1.08     20.98     20.99
</TABLE>
<PAGE>

                                                                          PAGE 3


<TABLE>
<CAPTION>
                                        TERM/      BASE              TOTAL    MARKET
       TENANT           SQUARE FT    END DATE    RENT/SF  RECV/SF   RENT/SF   RENT/SF
- -------------------     ---------   ---------    -------  -------   -------   -------
<S>                     <C>         <C>         <C>      <C>       <C>       <C>  
# 1                                 RENEWAL 1
JOHNSON MIRMIRAN            4,484     2/2005       20.59      1.09     21.68    21.73

# 17                                RENEWAL 1
Norfolk Southern            2,678     5/2005       20.59      1.09     21.68    21.73
                        ---------                -------   -------   -------  -------
 5 FY105 EXPIRATIONS       15,055                  20.23      1.09     21.31    21.34
                        ---------                -------   -------   -------  -------
30 CUMULATIVE EXPS         88,664                  18.16      0.70     18.87    19.14

#  7                                 INITIAL
PRIME CO                    5,628    7/2005        18.09      2.03     20.13    21.73

#  8                                 INITIAL
PRIME CO                   11,946    7/2005        18.12      2.03     20.15    21.73
                        ---------                -------   -------   -------  -------
 2 FY106   EXPIRATIONS     17,574                  18.11      2.03     20.14    21.73
                        ---------                -------   -------   -------  -------
32 CUMULATIVE EXPS        106,238                  18.15      0.92     19.08    19.57

#  6                                RENEWAL 1
MANUFACTURERS LIFE          5,573    11/2006       21.31      1.20     22.51    22.49

#  9                                RENEWAL 1
OHIO CASUALTY INSU          3,748    12/2006       22.06      0.98     23.04    23.27
                        ---------                -------   -------   -------  -------
 2 FY107 EXPIRATIONS        9,321                  21.61      1.11     22.72    22.80
                        ---------                -------   -------   -------  -------
34 CUMULATIVE EXPS        115,559                  18.43      0.94     19.37    19.83

#  2                                RENEWAL 1
NEW ENGLAND LIFE            6,741    10/2007       22.06      1.22     23.27    23.27

# 19                                RENEWAL 1
VACANT                      5,760    11/2007       22.06      1.22     23.27    23.27

# 16                                RENEWAL 2
GLOBE LIFE                    535    12/2007       22.83      0.99     23.82    24.09

# 18                                RENEWAL 2
DRAKE BEAM MORIN            1,315    12/2007       22.83      0.98     23.81    24.09

# 12                                RENEWAL 2
CORNWELL ENTERPRIS          4,607     4/2008       22.83      1.25     24.07    24.09
                        ---------                -------   -------   -------  -------
 5 FY108 EXPIRATIONS       18,958                  22.32      1.20     23.52    23.55
                        ---------                -------   -------   -------  -------
39 CUMULATIVE EXPS        134,517                  18.98      0.98     19.96    20.35

# 11                                RENEWAL 2
MICROSOFT                   1,405     9/2008       22.83      1.25     24.08    24.09

# 15                                RENEWAL 2
NORRELL SERVICES            1,452    10/2008       22.83      1.25     24.07    24.09
</TABLE>
<PAGE>

                                                                          PAGE 4


<TABLE>
<CAPTION>
                                       TERM/      BASE               TOTAL    MARKET
       TENANT           SQUARE FT    END DATE    RENT/SF  RECV/SF   RENT/SF   RENT/SF
- -------------------     ---------   ---------    -------  -------   -------   -------
<S>                     <C>         <C>         <C>      <C>       <C>       <C>  
#  5                                RENEWAL 2
DRAKE BEAM MORIN            5,153     2/2009       23.63      1.30     24.93    24.93
                        ---------                -------   -------   -------  -------
 3 FY109 EXPIRATIONS        8,010                  23.34      1.28     24.62    24.63
                        ---------                -------   -------   -------  -------
42 CUMULATIVE EXPS        142,527                  19.22      0.99     20.22    20.59

# 14                                RENEWAL 2
LINCOLN FINANCIAL           3,158     8/2009       23.63      1.30     24.93    24.93

# 13                                RENEWAL 2
ERICSSON                      741     8/2009       23.63      1.30     24.92    24.93

# 10                                RENEWAL 2
HEALTHSOURCE                3,898     9/2009       23.63      1.30     24.93    24.93

#  3                                RENEWAL 2
SIGNET                      1,947     9/2009       23.63      1.30     24.93    24.93

#  4                                RENEWAL 2
TPK ASSET MANAGEME          2,048    11/2009       23.63      1.30     24.93    24.93

#  1                                RENEWAL 2
JOHNSON MIRMIRAN            4,484     5/2010       24.45      1.35     25.81    25.81
                        ---------                -------   -------   -------  -------
 6 FY110 EXPIRATIONS       16,276                  23.86      1.31     25.17    25.17
                        ---------                -------   -------   -------  -------
48 CUMULATIVE EXPS        158,803                  19.70      1.03     20.73    21.06

# 17                                RENEWAL 2
Norfolk Southern            2,678     8/2010       24.45      1.35     25.81    25.81

#  8                                RENEWAL 1
PRIME CO                   11,946    10/2010       24.45      1.35     25.81    25.81

#  7                                RENEWAL 1
PRIME CO                    5,628    10/2010       24.45      1.35     25.81    25.81
                        ---------                -------   -------   -------  -------
 3 FY111   EXPIRATIONS     20,252                  24.45      1.35     25.81    25.81
                        ---------                -------   -------   -------  -------
51 CUMULATIVE EXPS        179,055                  20.24      1.06     21.30    21.60

#  6                                RENEWAL 2
MANUFACTURERS LIFE          5,573     2/2012       26.20      1.45     27.65    27.64

#  9                                RENEWAL 2
OHIO CASUALTY INSU          3,748     3/2012       26.20      1.45     27.65    27.64
                        ---------                -------   -------   -------  -------
 2 FY112 EXPIRATIONS        9,321                  26.20      1.45     27.65    27.64
                        ---------                -------   -------   -------  -------
53 CUMULATIVE EXPS        188,376                  20.53      1.08     21.61    21.90

#  2                                RENEWAL 2
NEW ENGLAND LIFE            6,741     1/2013       27.11      1.47     28.59    28.61
</TABLE>
<PAGE>

                                                                          PAGE 5

<TABLE>
<CAPTION>
                                        TERM/    BASE                TOTAL    MARKET
     TENANT            SQUARE FT      END DATE  RENT/SF  RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------      --------- -------  -------    -------   -------

<S>                      <C>          <C>        <C>         <C>     <C>       <C>  
# 19                                RENEWAL 2
VACANT                     5,760      2/2013      27.11     1.47     28.59     28.61

# 18                                RENEWAL 3
DRAKE BEAM MORIN           1,315      3/2013      27.11     1.47     28.58     28.61

# 16                                RENEWAL 3
GLOBE LIFE                   535      3/2013      27.12     1.48     28.60     28.61
                       ---------                -------   -------  -------   -------
 4 FY113 EXPIRATIONS      14,351                27.11     1.47     28.59     28.61
                       ---------                -------   -------  -------   -------
57 CUMULATIVE EXPS       202,727                  21.00     1.11     22.11     22.37

# 12                                RENEWAL 3
CORNWELL ENTERPRIS         4,607      7/2013      27.11     1.47     28.58     28.61

# 11                                RENEWAL 3
MICROSOFT                  1,405     12/2013      28.07     1.20     29.26     29.61

# 15                                RENEWAL 3
NORRELL SERVICES           1,452      1/2014      28.06     1.55     29.61     29.61

# 5                                 RENEWAL 3
DRAKE BEAM MORIN           5,153      5/2014      28.06     1.56     29.62     29.61
                       ---------                -------  -------   -------   -------
 4 FY114 EXPIRATIONS      12,617                  27.71     1.48     29.20     29.25
                       ---------                -------  -------   -------   -------
61 CUMULATIVE EXPS       215,344                  21.39     1.13     22.52     22.78

# 13                                RENEWAL 3
ERICSSON                     741     11/2014      28.06     1.55     29.62     29.61

# 14                                RENEWAL 3
LINCOLN FINANCIAL          3,158     11/2014      28.06     1.55     29.62     29.61

# 3                                 RENEWAL 3
SIGNET                     1,947     12/2014      29.04     1.28     30.32     30.65

# 10                                RENEWAL 3
HEALTHSOURCE               3,898     12/2014      29.04     1.28     30.32     30.65

# 4                                 RENEWAL 3
TPK ASSET MANAGEME         2,048      2/2015      29.04     1.60     30.64     30.65
                       ---------                -------  -------   -------   -------
 5 FY115 EXPIRATIONS      11,792                  28.72     1.43     30.15     30.31
                       ---------                -------  -------   -------   -------
66 CUMULATIVE EXPS       227,136                  21.77     1.15     22.92     23.17

# 1                                 RENEWAL 3
JOHNSON MIRMIRAN           4,484      8/2015      29.04     1.60     30.64     30.65

# 17                                RENEWAL 3
Norfolk Southern           2,678     11/2015      29.05     1.60     30.65     30.65

# 7                                 RENEWAL 2
PRIME CO                   5,628      1/2016      30.06     1.60     31.66     31.72
</TABLE>
<PAGE>

                                                                          PAGE 6

<TABLE>
<CAPTION>
                                     TERM/      BASE                TOTAL     MARKET
      TENANT           SQUARE FT   END DATE    RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   ---------   -------   --------   -------   -------

<S>                      <C>       <C>          <C>         <C>      <C>       <C>  
# 8                               RENEWAL 2
PRIME CO                  11,946    1/2016       30.06      1.60     31.66     31.72

                       ---------               -------   -------   -------   -------
 4 FY116 EXPIRATIONS      24,736                 29.77      1.60     31.37     31.41
                       ---------               -------   -------   -------   -------
70 CUMULATIVE EXPS       251,872                 22.56      1.19     23.75     23.98

# 6                               RENEWAL 3
MANUFACTURERS LIFE         5,573    5/2017       31.11      1.70     32.81     32.83

                       ---------               -------   -------   -------   -------
 1 FY117 EXPIRATIONS       5,573                 31.11      1.70     32.81     32.83
                       ---------               -------   -------   -------   -------
71 CUMULATIVE EXPS       257,445                 22.74      1.20     23.94     24.17

# 9                               RENEWAL 3
OHIO CASUALTY INSU         3,748    6/2017       31.11      1.70     32.81     32.83

# 2                               RENEWAL 3
NEW ENGLAND LIFE           6,741    4/2018       32.20      1.76     33.96     33.98

# 19                              RENEWAL 3
VACANT                     5,760    5/2018       32.20      1.76     33.96     33.98
                       ---------               -------   -------   -------   -------
 3 FY118 EXPIRATIONS      16,249                 31.95      1.75     33.70     33.72
                       ---------               -------   -------   -------   -------
74 CUMULATIVE EXPS       273,694                 23.29      1.23     24.52     24.73

# 16                              RENEWAL 4
GLOBE LIFE                   535    6/2018       32.21      1.75     33.96     33.98

# 18                              RENEWAL 4
DRAKE BEAM MORIN           1,315    6/2018       32.20      1.76     33.97     33.98

# 12                              RENEWAL 4
CORNWELL ENTERPRIS         4,607   10/2018       32.20      1.76     33.96     33.98

# 11                              RENEWAL 4
MICROSOFT                  1,405    3/2019       33.33      1.82     35.15     35.17

# 15                              RENEWAL 4
NORRELL SERVICES           1,452    4/2019       33.33      1.82     35.15     35.17
                       ---------               -------   -------   -------   -------
 5 FY119 EXPIRATIONS       9,314                 32.55      1.78     34.33     34.35
                       ---------               -------   -------   -------   -------
79 CUMULATIVE EXPS       283,008                 23.59      1.25     24.85     25.05

# 5                               RENEWAL 4
DRAKE BEAM MORIN           5,153    8/2019       33.33      1.82     35.15     35.17

# 14                              RENEWAL 4
LINCOLN FINANCIAL          3,158    2/2020       34.50      1.89     36.39     36.40

# 13                              RENEWAL 4
ERICSSON                     741    2/2020       34.49      1.89     36.39     36.40
</TABLE>
<PAGE>

                                                                          PAGE 7

<TABLE>
<CAPTION>
                                      TERM/     BASE                TOTAL    MARKET
      TENANT           SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------   ---------   -------   -------   -------   -------

<S>                      <C>       <C>           <C>        <C>      <C>       <C>  
# 10                              RENEWAL 4
HEALTHSOURCE               3,898    3/2020       34.49      1.89     36.38     36.40

# 3                               RENEWAL 4
SIGNET                     1,947    3/2020       34.5O      1.89     36.39     36.40

# 4                               RENEWAL 4
TPK ASSET MANAGEME         2,048    5/2020       34.49      1.89     36.39     36.40

                       ---------               -------   -------   -------   -------
 6 FY120 EXPIRATIONS      16,945                 34.14      1.87     36.01     36.03
                       ---------               -------   -------   -------   -------
85 CUMULATIVE EXPS       299,953                 24.19      1.29     25.48     25.67

# 1                               RENEWAL 4
JOHNSON MIRMIRAN           4,484   11/2020       34.50      1.89     36.39     36.40

# 17                              RENEWAL 4
Norfolk Southern           2,678    2/2021       35.70      1.93     37.64     37.67

# 8                               RENEWAL 3
PRIME CO                  11,946    4/2021       35.70      1.93     37.63     37.67

# 7                               RENEWAL 3
PRIME CO                   5,628    4/2021       35.70      1.93     37.63     37.67
                       ---------               -------   -------   -------   -------
 4 FY121   EXPIRATIONS    24,736                 35.48      1.92     37.41     37.44
                       ---------               -------   -------   -------   -------
89 CUMULATIVE EXPS       324,689                 25.05      1.34     26.39     26.57

# 6                               RENEWAL 4
MANUFACTURERS LIFE         5,573    8/2022       36.95      2.02     38.97     38.99

# 9                               RENEWAL 4
OHIO CASUALTY INSU         3,748    9/2022       36.95      2.02     38.97     38.99
                       ---------               -------   -------   -------   -------
 2 FY123 EXPIRATIONS       9,321                 36.95      2.02     38.97     38.99
                       ---------               -------   -------   -------   -------
91 CUMULATIVE EXPS       334,010                 25.38      1.36     26.74     26.91

# 2                               RENEWAL 4
NEW ENGLAND LIFE           6,741    7/2023       38.24      2.10     40.34     40.36

# 19                              RENEWAL 4
VACANT                     5,760    8/2023       38.25      2.10     40.35     40.36

# 18                              RENEWAL 5
DRAKE BEAM MORIN           1,315    9/2023       38.24      2.10     40.34     40.36

# 16                              RENEWAL 5
GLOBE LIFE                   535    9/2023       38.24      2.11     40.35     40.36

# 12                              RENEWAL 5
CORNWELL ENTERPRIS         4,607      1/2024     39.58      2.16     41.75     41.77
                       ---------               -------   -------   -------   -------
 5 FY124 EXPIRATIONS      18,958                 38.57      2.12     40.69     40.70
                       ---------               -------   -------   -------   -------
96 CUMULATIVE EXPS       352,968                 26.09      1.40     27.49     27.66
</TABLE>
<PAGE>

                                                                          PAGE 8

<TABLE>
<CAPTION>
                                       TERM/      BASE               TOTAL    MARKET
       TENANT           SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------     ---------   ---------   -------   -------   -------   -------

<S>                       <C>       <C>           <C>        <C>      <C>       <C>  
# 11                               RENEWAL 5
MICROSOFT                   1,405    6/2024       39.59      2.16     41.75     41.77

# 15                               RENEWAL 5
NORRELL SERVICES            1,452    7/2024       39.59      2.17     41.75     41.77

# 5                                RENEWAL 5
DRAKE BEAM MORIN            5,153   11/2024       39.58      2.17     41.75     41.77

# 13                               RENEWAL 5
ERICSSON                      741    5/2025       40.97      2.23     43.21     43.23

# 14                               RENEWAL 5
LINCOLN FINANCIAL           3,l58    5/2025       40.97      2.23     43.20     43.23
                        ---------               -------   -------   -------   -------
 5 FY125 EXPIRATIONS       11,909                 40.04      2.19     42.23     42.25
                        ---------               -------   -------   -------   -------
101 CUMULATIVE EXPS       364,877                 26.55      1.42     27.97     28.13

# 3                                RENEWAL 5
SIGNET                      1,947    6/2025       40.97      2.23     43.20     43.23

# 10                               RENEWAL 5
HEALTHSOURCE                3,898    6/2025       40.97      2.23     43.20     43.23

# 4                                RENEWAL 5
TPK ASSET MANAGEME          2,048    8/2025       40.97      2.23     43.20     43.23

# 1                                RENEWAL 5
JOHNSON MIRMIRAN            4,484    2/2026       42.40      2.30     44.71     44.75

# 17                               RENEWAL 5
Norfolk Southern            2,678    5/2026       42.40      2.30     44.71     44.75
                        ---------               -------   -------   -------   -------
 5 FY126 EXPIRATIONS       15,055                 41.65      2.27     43.92     43.95
                        ---------               -------   -------   -------   -------
106 CUMULATIVE EXPS       379,932                 27.14      1.46     28.60     28.76

# 7                                RENEWAL 4
PRIME CO                    5,628    7/2026       42.40      2.30     44.71     44.75

# 8                                RENEWAL 4
PRIME CO                   11,946    7/2026       42.40      2.30     44.71     44.75
                        ---------               -------   -------   -------   -------
 2 FY127 EXPIRATIONS       17,574                 42.40      2.30     44.71     44.75
                        ---------               -------   -------   -------   -------
108 CUMULATIVE EXPS       397,506                 27.82      1.49     29.31     29.47

# 6                                RENEWAL 5
MANUFACTURERS LIFE          5,573   11/2027       43.89      2.43     46.32     46.31

# 9                                RENEWAL 5
OHIO CASUALTY INSU          3,748   12/2027       45.42      2.00     47.43     46.31
                        ---------               -------   -------   -------   -------
2 FY128 EXPIRATIONS         9,321                 44.50      2.26     46.77     46.31
                        ---------               -------   -------   -------   -------
110 CUMULATIVE EXPS       406,827                 28.20      1.51     29.71     29.85
</TABLE>
<PAGE>

                                  ARBORETUM VI
                            PROJECT DESIGNATOR: ARB6
                            REVISION: 7/11/97 @ 23:52
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 7/11/97 @ 23:53

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF ARBORETUM VI BEGINNING 6/1997
FOR 31 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE   -     73,195
THEREAFTER   -  CONSTANT

OCCA
1997  VALUE  -     65,206
1998  VALUE  -     70,809
1999  VALUE  -     69,873
2000  VALUE  -     71,778
2001  VALUE  -     70,865
2002  VALUE  -     69,607
2003  VALUE  -     70,900
2004  VALUE  -     69,388
2005  VALUE  -     67,011
2006  VALUE  -     72,731
2007  VALUE  -     69,726
2008  VALUE  -     69,466
2009  VALUE  -     69,179
2010  VALUE  -     68,134
2011  VALUE  -     71,731
2012  VALUE  -     70,865
2013  VALUE  -     68,456
2014  VALUE  -     70,868
2015  VALUE  -     69,228
2016  VALUE  -     68,355
2017  VALUE  -     70,865
2018  VALUE  -     68,839
2019  VALUE  -     70,809
2020  VALUE  -     69,873
2021  VALUE  -     67,385
2022  VALUE  -     70,865
2023  VALUE  -     69,607
2024  VALUE  -     70,900
2025  VALUE  -     69,388
2026  VALUE  -     67,011
2027  VALUE  -     72,731
THEREAFTER   -  CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE  -        3.50
THEREAFTER  -   CONSTANT

EXP1
1997 VALUE  -        3.50
THEREAFTER  -   CONSTANT

INC3
1997 VALUE  -        3.00
1998 VALUE  -        3.00
<PAGE>

                                                                          PAGE 2

THEREAFTER - CONSTANT

INC4
1997 VALUE   -        4.00
1998 VALUE   -        4.00
THEREAFTER   - CONSTANT

INC5
1997 VALUE   -        5.00
1998 VALUE   -        5.00
THEREAFTER   - CONSTANT

CPI3
1997 VALUE   -        5.00
1998 VALUE   -        2.50
THEREAFTER   - CONSTANT

CPI4
1997 VALUE   -        2.75
1998 VALUE   -        2.75
THEREAFTER   - CONSTANT

MARKET RATES
- ------------

MKT1
1997 VALUE -         16.50
THEREAFTER -   GROWING AT GROWTH RATE INC1

TIRN
 +50.0% OF TINW

TINW
1997 VALUE -          8.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
 +30.0% OF TINW +70.0% OF TIRN

RESR
1997 VALUE -          0.25
THEREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

PROPERTY TAXES      , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        64,812
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       260,028
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES        , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        37,350
THEREAFTER - GROWING AT GROWTH RATE EXP1
<PAGE>

                                                                          PAGE 3

MANAGEMENT FEES      , REFERRED TO AS MGMT
AN INFORMATIONAL EXPENSE
1997 VALUE   -     32,266
1998 VALUE   -     34,270
1999 VALUE   -     35,101
2000 VALUE   -     37,359
2001 VALUE   -     38,264
2002 VALUE   -     39,140
2003 VALUE   -     41,333
2004 VALUE   -     41,829
2005 VALUE   -     41,913
2006 VALUE   -     47,704
2007 VALUE   -     47,413
2008 VALUE   -     48,976
2009 VALUE   -     50,513
2010 VALUE   -     51,476
2011 VALUE   -     56,286
2012 VALUE   -     57,664
2013 VALUE   -     57,498
2014 VALUE   -     61,646
2015 VALUE   -     62,280
2016 VALUE   -     63,393
2017 VALUE   -     68,200
2018 VALUE   -     68,455
2019 VALUE   -     72,967
2020 VALUE   -     74,442
2021 VALUE   -     74,020
2022 VALUE   -     80,717
2023 VALUE   -     82,126
2024 VALUE   -     86,533
2025 VALUE   -     87,727
2026 VALUE   -     87,280
2027 VALUE   -     98,202
THEREAFTER   - CONSTANT

Base Year Expense , REFERRED TO AS BASE
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

1997 EXPENSES @ 3%, REFERRED TO AS 973P
AN INFORMATIONAL EXPENSE
1997 VALUE -       394,325
THEREAFTER - GROWING AT GROWTH RATE INC3

1997 OE @ 3%        , REFERRED TO AS 3PER
AN INFORMATIONAL EXPENSE
+100.0% OF BASE-100.0% OF 973P

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -          2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1997 VALUE -          3.00
THEREAFTER - CONSTANT
<PAGE>

                                                                          PAGE 4

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1   -   4.000% OF TOTAL RENT

STANDARD METHOD #2   -   2.000% OF TOTAL RENT

STANDARD METHOD #3   -   2.600% OF TOTAL RENT

STANDARD METHOD #4   -   0.000% OF TOTAL RENT

STANDARD METHOD #5   -   0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METH0D #1  - CASHED OUT

STANDARD METHOD #2  - CASHED OUT

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4  - CASHED OUT

STANDARD METHOD #5  - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE  -        0.00
1998 VALUE  -        0.00
1999 VALUE  -        0.00
2000 VALUE  -        0.00
2001 VALUE  -        0.00
2002 VALUE  -        0.00
2003 VALUE  -        0.00
2004 VALUE  -        0.00
2005 VALUE  -        0.00
2006 VALUE  -        0.00
2007 VALUE  -        0.00
2008 VALUE  -        0.00
2009 VALUE  -        0.00
2010 VALUE  -        0.00
2011 VALUE  -        0.00
THEREAFTER  -  CONSTANT

ALTERATION  PAYOUTS
- -------------------

STANDARD METHOD #1   - CASHED OUT

STANDARD METHOD #2   - CASHED OUT

STANDARD METH0D #3   - CASHED OUT

STANDARD METHOD #4   - CASHED OUT

STANDARD METHOD #5   - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE
<PAGE>

                                                                          PAGE 5
CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

           PERCENT OF       RELATIVE
MONTH     ANNUAL SALES       VOLUME
- -----     ------------       --------
 JAN           8.33%           1.00
 FEB           8.33%           1.00
 MAR           8.33%           1.00
 APR           8.33%           1.00
 MAY           8.33%           1.00
 JUN           8.33%           1.00
 JUL           8.33%           1.00
 AUG           8.33%           1.00
 SEP           8.33%           1.00
 OCT           8.33%           1.00
 NOV           8.33%           1.00
 DEC           8.33%           1.00
             ------          ------
TOTALS       100.00%          12.00

GLOBAL RECOVERIES
- -----------------

Base Year Expense , REFERRED TO AS BYES
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
<PAGE>

                                                                          PAGE 6

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

NONE

TENANTS
- -------

THERE ARE A TOTAL OF 20 LEASEHOLD TENANT(S):

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

# 1 - JOHNSON MIRMIRAN
BASE LEASE DATES:      11/1996 TO 11/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           4,484
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.74/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH      VACANT    SQ FT   MONTHS OF
TERM   YEARS.MONTHS   MONTHS  INCREASE  FREE RENT  COMMISSIONS  ALTERATIONS
- ----   ------------   ------  --------  ---------  -----------  -----------
  1       5.00           3      NONE        NONE         YES          YES
  2       5.00           3      NONE        NONE         YES          YES
  3       5.00           3      NONE        NONE         YES          YES
  4       5.00           3      NONE        NONE         YES          YES
  5       5.00           3      NONE        NONE         YES          YES
  6       5.00           3      NONE        NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 2 - NEW ENGLAND LIFE
BASE LEASE DATES:        8/1996 TO 7/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           6,741
SUBJECT TO VACANCY ALLOWANCE
<PAGE>

                                                                          PAGE 7

MINIMUM RENT:
1998 VALUE -    15.50/SF/YR
THEREAFTER - GROWING AT   2.00%

RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 369,999

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1        5.00         3      NONE        NONE         YES           YES
  2        5.00         3      NONE        NONE         YES           YES
  3        5.00         3      NONE        NONE         YES           YES
  4        5.00         3      NONE        NONE         YES           YES
  5        5.00         3      NONE        NONE         YES           YES
  6        5.00         3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 3 - SIGNET
BASE LEASE DATES:        3/1994 TO 3/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,947
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.93/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

1997 OE @ 3%
PRO RATA SHARE RECOVERY OF EXPENSE 3PER 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE
<PAGE>

                                                                          PAGE 8

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------

  1      5.00           3      NONE        NONE         YES          YES
  2      5.00           3      NONE        NONE         YES          YES
  3      5.00           3      NONE        NONE         YES          YES
  4      5.00           3      NONE        NONE         YES          YES
  5      5.00           3      NONE        NONE         YES          YES
  6      5.00           3      NONE        NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 4 - TPK ASSET MANAGEME
BASE LEASE DATES:        5/1994 TO 5/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           2,048
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    15.27/SF/YR
THEREAFTER - GROWING AT     3.5O%

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------  -----------
  1      5.00           3      NONE        NONE         YES          YES
  2      5.00           3      NONE        NONE         YES          YES
  3      5.00           3      NONE        NONE         YES          YES
  4      5.00           3      NONE        NONE         YES          YES
  5      5.00           3      NONE        NONE         YES          YES
  6      5.00           3      NONE        NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                                          PAGE 9

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

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

# 5 - DRAKE BEAM MORIN
BASE LEASE DATES:       7/1993 TO 8/1998
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          5,153
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.00/SF/YR
THEREAFTER - GROWING AT    0.00%

RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF   5.25/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------  ------  --------  ---------   -----------   -----------
  1        5.00        3      NONE       NONE         YES           YES
  2        5.00        3      NONE       NONE         YES           YES
  3        5.00        3      NONE       NONE         YES           YES
  4        5.00        3      NONE       NONE         YES           YES
  5        5.00        3      NONE       NONE         YES           YES
  6        5.00        3      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 6 - MANUFACTURERS LIFE
BASE LEASE DATES:       9/1996 TO 8/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          5,573
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.15/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:
<PAGE>

                                                                         PAGE 10

1997 OE @ 3%
PRO RATA SHARE RECOVERY OF EXPENSE 3PER 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT   SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------  ---------   -----------   -----------
  1       5.00          3      NONE       NONE         YES           YES
  2       5.00          3      NONE       NONE         YES           YES
  3       5.00          3      NONE       NONE         YES           YES
  4       5.00          3      NONE       NONE         YES           YES
  5       5.00          3      NONE       NONE         YES           YES
  6       5.00          3      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 7 - PRIME CO
BASE LEASE DATES:       8/1995 TO 7/2005
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          5,628
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    14.85/SF/YR
THEREAFTER - GROWING AT     2.50%

RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF    369,999

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------  ------  --------   ---------   -----------   -----------
<PAGE>

                                                                         PAGE 11

   1       5.00         3      NONE        NONE         YES           YES
   2       5.00         3      NONE        NONE         YES           YES
   3       5.00         3      NONE        NONE         YES           YES
   4       5.00         3      NONE        NONE         YES           YES
   5       5.00         3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 8 - PRIME CO
BASE LEASE DATES:        9/1995 TO 7/2005
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          11,946
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    14.87/SF/YR
THEREAFTER - GROWING AT     2.50%

RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 369,999

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------  -----------
  1       5.00          3      NONE        NONE         YES           YES
  2       5.00          3      NONE        NONE         YES           YES
  3       5.00          3      NONE        NONE         YES           YES
  4       5.00          3      NONE        NONE         YES           YES
  5       5.00          3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT
<PAGE>

                                                                         PAGE 12

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 9 - OHIO CASUALTY INSU
BASE LEASE DATES:        4/1997 TO 9/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,748
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    14.75/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------  -----------   -----------
  1       5.00          3      NONE       NONE         YES           YES
  2       5.00          3      NONE       NONE         YES           YES
  3       5.00          3      NONE       NONE         YES           YES
  4       5.00          3      NONE       NONE         YES           YES
  5       5.00          3      NONE       NONE         YES           YES
  6       5.00          3      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 10 - HEALTHSOURCE
BASE LEASE DATES:       4/1996 TO 3/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          3,898
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    15.69/SF/YR
THEREAFTER - GROWING AT     4.00%

RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE BASE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
<PAGE>

                                                                         PAGE 13

CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF      369,999

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------

  1       5.00          3     NONE        NONE         YES           YES
  2       5.00          3     NONE        NONE         YES           YES
  3       5.00          3     NONE        NONE         YES           YES
  4       5.00          3     NONE        NONE         YES           YES
  5       5.00          3     NONE        NONE         YES           YES
  6       5.00          3     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS.   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 11 - MICROSOFT
BASE LEASE DATES:         4/1996 TO 3/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,405
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.01/SF/YR
THEREAFTER - GROWING AT     5.00%

RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF   369,999

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH    VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE   FREE RENT  COMMISSIONS    ALTERATIONS
- ----  ------------  ------  --------   ---------  -----------    -----------
  1       5.00         3      NONE        NONE         YES           YES
  2       5.00         3      NONE        NONE         YES           YES
  3       5.00         3      NONE        NONE         YES           YES
<PAGE>

                                                                         PAGE 14

  4       5.00         3      NONE        NONE         YES           YES
  5       5.00         3      NONE        NONE         YES           YES
  6       5.00         3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 12 - CORNWELL ENTERPRIS
BASE LEASE DATES:        5/1997 TO 10/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          4,607
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    17.88/SF/YR
THEREAFTER - GROWING AT     0.00%

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT     SQ FT   MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------   -----------
  1       5.00          3       NONE        NONE         YES          YES
  2       5.00          3       NONE        NONE         YES          YES
  3       5.00          3       NONE        NONE         YES          YES
  4       5.00          3       NONE        NONE         YES          YES
  5       5.00          3       NONE        NONE         YES          YES
  6       5.00          3       NONE        NONE         YES          YES
  7       5.00          3       NONE        NONE         YES          YES
                            
RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 13 - ERICSSON
<PAGE>

                                                                         PAGE 15

BASE LEASE DATES:        3/1996 TO 2/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             741
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.23/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 369,999

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1        5.00          3      NONE        NONE         YES           YES
  2        5.00          3      NONE        NONE         YES           YES
  3        5.00          3      NONE        NONE         YES           YES
  4        5.00          3      NONE        NONE         YES           YES
  5        5.00          3      NONE        NONE         YES           YES
  6        5.00          3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 14 - LINCOLN FINANCIAL
BASE LEASE DATES:        3/1993 TO 2/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,158
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.66/SF/YR
THEREAFTER - GROWING AT     5.00%

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:
<PAGE>

                                                                         PAGE 16

          LENGTH      VACANT     SQ FT    MONTHS OF
TERM  YEARS.MONTHS    MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------    ------   --------   ---------   -----------   -----------

  1        5.00          3       NONE        NONE         YES           YES
  2        5.00          3       NONE        NONE         YES           YES
  3        5.00          3       NONE        NONE         YES           YES
  4        5.00          3       NONE        NONE         YES           YES
  5        5.00          3       NONE        NONE         YES           YES
  6        5.00          3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:     STANDARD METHOD #3
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE TIWA
RENEWAL PAYOUT:          CASHED OUT

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

# 15 - NORRELL SERVICES
BASE LEASE DATES:        5/1993 TO 4/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,452
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -   14.76/SF/YR
THEREAFTER -   GROWING AT     3.00%

RECOVERIES:

1997 OE @ 3%
PRO RATA SHARE RECOVERY OF EXPENSE 3PER 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        5.00          3      NONE        NONE         YES           YES
 2        5.00          3      NONE        NONE         YES           YES
 3        5.00          3      NONE        NONE         YES           YES
 4        5.00          3      NONE        NONE         YES           YES
 5        5.00          3      NONE        NONE         YES           YES
 6        5.00          3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:
<PAGE>

                                                                         PAGE 17

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:     STANDARD METHOD #3
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE TIWA
RENEWAL PAYOUT:          CASHED OUT

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

# 16 - GLOBE LIFE
BASE LEASE DATES:        7/1994 TO 6/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             535
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    14.58/SF/YR
THEREAFTER - GROWING AT     0.00%

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------  ---------   -----------   -----------
 1        5.00          3      NONE       NONE         YES           YES
 2        5.00          3      NONE       NONE         YES           YES
 3        5.00          3      NONE       NONE         YES           YES
 4        5.00          3      NONE       NONE         YES           YES
 5        5.00          3      NONE       NONE         YES           YES
 6        5.00          3      NONE       NONE         YES           YES
 7        5.00          3      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 17 - Norfolk Southern
BASE LEASE DATES:        3/1997 TO 2/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          2,678
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.75/SF/YR
<PAGE>

                                                                         PAGE 18

THEREAFTER - GROWING AT     4.00%

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT   SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------  -----------
  1       5.00          3      NONE        NONE         YES           YES
  2       5.00          3      NONE        NONE         YES           YES
  3       5.00          3      NONE        NONE         YES           YES
  4       5.00          3      NONE        NONE         YES           YES
  5       5.00          3      NONE        NONE         YES           YES
  6       5.00          3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 18 - DRAKE BEAM MORIN
BASE LEASE DATES:        1/1996 TO 6/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          1,315
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.50/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT   SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE  FREE RENT    COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1        5.00          3      NONE         NONE         YES           YES
 2        5.00          3      NONE         NONE         YES           YES
 3        5.00          3      NONE         NONE         YES           YES
 4        5.00          3      NONE         NONE         YES           YES
 5        5.00          3      NONE         NONE         YES           YES
 6        5.00          3      NONE         NONE         YES           YES
 7        5.00          3      NONE         NONE         YES           YES
<PAGE>

                                                                         PAGE 19

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 19 - VACANT
BASE LEASE DATES:         9/1997 TO 8/2002
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           5,760
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARKET RATE MKT1
THEREAFTER - GROWING AT GROWTH RATE INC3

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE TINW
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT     SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------  ------   --------  ---------   -----------   -----------
  1       5.00          3      NONE       NONE         YES           YES
  2       5.00          3      NONE       NONE         YES           YES
  3       5.00          3      NONE       NONE         YES           YES
  4       5.00          3      NONE       NONE         YES           YES
  5       5.00          3      NONE       NONE         YES           YES
  6       5.00          3      NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 20 - CONFERENCE ROOM
<PAGE>

                                                                         PAGE 20

BASE LEASE DATES:     7/1995 TO 6/2060
TYPE OF TENANT:       OFFICE
SQUARE FOOTAGE:          378
NOT SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE
<PAGE>

                                  ARBORETUM VII
                            PROJECT DESIGNATOR: ARB7
                            REVISION: 7/11/97 @ 23:53
                                 TENANT REGISTER
                                 7/11/97 @ 23:54

                  TENANT                  SQUARE FEET    BEGIN DATE    END DATE
- --------------------------------------    -----------    ----------    --------
  # 1 - CELLULAR ONE                           20,577      10/1991       7/1997
  # 2 - DUBOY ADVERTISING                       3,117       2/1992       2/2002
  # 3 - BF SAUL                                 3,017       2/1994       8/1999
  # 4 - VACANT                                  1,111       8/1997       7/2002
  # 5 - BF Saul Expansion                       2,969       9/1996       8/1999
                                          -----------
          5 TENANTS                            30,791
                                          ===========
<PAGE>

                                  ARBORETUM VII
                            PROJECT DESIGNATOR: ARB7
                           REVISION: 7/11/97 @ 23:53
                            AVERAGE OCCUPANCY REPORT
                                 FOR ALL TENANTS
                                7/11/97 @ 23:54

<TABLE>
<CAPTION>
                         1997       1998      1999        2000      2001        2002       2003       2004      2005
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>   
JANUARY                  29,680     30,791     30,791     30,791     30,791     30,791     10,214     30,791     24,805
FEBRUARY                 29,680     30,791     30,791     30,791     30,791     30,791     30,791     30,791     24,805
MARCH                    29,680     30,791     30,791     30,791     30,791     27,674     30,791     30,791     30,791
APRIL                    29,680     30,791     30,791     30,791     30,791     27,674     30,791     30,791     30,791
MAY                      29,680     30,791     30,791     30,791     30,791     27,674     30,791     30,791     30,791
JUNE                     29,680     30,791     30,791     30,791     30,791     30,791     30,791     30,791     30,791
JULY                     29,680     30,791     30,791     30,791     30,791     30,791     30,791     30,791     30,791
AUGUST                   10,214     30,791     30,791     30,791     30,791     29,680     30,791     30,791     30,791
SEPTEMBER                10,214     30,791     24,805     30,791     30,791     29,680     30,791     30,791     30,791
OCTOBER                  10,214     30,791     24,805     30,791     30,791     29,680     30,791     30,791     30,791
NOVEMBER                 30,791     30,791     24,805     30,791     30,791     10,214     30,791     30,791     30,791
DECEMBER                 30,791     30,791     30,791     30,791     30,791     10,214     30,791     24,805     30,791
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
AVERAGE SF
 OCCUPIED-OCCA           24,999     30,791     29,295     30,791     30,791     26,305     29,076     30,292     29,793

TOTAL SF-NRA             24,999     30,791     29,295     30,791     30,791     26,305     29,076     30,292     29,793
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
OCCUPANCY %              100.00     100.00     100.00     100.00     100.00     100.00     100.00     100.00     100.00
                     ========== ========== ========== ========== ========== ========== ========== ========== ==========

                         2006       2007       2O08       2009       2010       2011       2012       2013       2014
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
JANUARY                  30,791     30,791     29,680     30,791     30,791     30,791     30,791     30,791     30,791
FEBRUARY                 30,791     30,791     10,214     30,791     30,791     30,791     30,791     29,680     30,791
MARCH                    30,791     30,791     10,214     30,791     24,805     30,791     30,791     29,680     30,791
APRIL                    30,791     30,791     10,214     30,791     24,805     30,791     30,791     29,680     30,791
MAY                      30,791     30,791     30,791     30,791     24,805     30,791     30,791     10,214     30,791
JUNE                     30,791     27,674     30,791     30,791     30,791     30,791     30,791     10,214     30,791
JULY                     30,791     27,674     30,791     30,791     30,791     30,791     30,791     10,214     30,791
AUGUST                   30,791     27,674     30,791     30,791     30,791     30,791     30,791     30,791     30,791
SEPTEMBER                30,791     30,791     30,791     30,791     30,791     30,791     27,674     30,791     30,791
OCTOBER                  30,791     30,791     30,791     30,791     30,791     30,791     27,674     30,791     30,791
NOVEMBER                 30,791     29,680     30,791     30,791     30,791     30,791     27,674     30,791     30,791
DECEMBER                 30,791     29,680     30,791     30,791     30,791     30,791     30,791     30,791     30,791
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
AVERAGE SF
OCCUPIED-OCCA            30,791     29,827     25,554     30,791     29,295     30,791     30,012     25,369     30,791

TOTAL SF-NRA             30,791     29,827     25,554     30,791     29,295     30,791     30,012     25,369     30,791
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
OCCUPANCY %              100.00     100.00     100.00     100.00     100.00     100.00     100.00     100.00     100.00
                     ========== ========== ========== ========== ========== ========== ========== ========== ==========

                        2015        2016       2017       2018       2019       2020      2021        2022       2023
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
JANUARY                  30,791     30,791     30,791     27,674     30,791     30,791     30,791     30,791     30,791
FEBRUARY                 30,791     30,791     30,791     27,674     30,791     30,791     30,791     30,791     30,791
MARCH                    30,791     30,791     30,791     30,791     30,791     30,791     30,791     30,791     27,674
APRIL                    30,791     30,791     30,791     30,791     30,791     30,791     30,791     30,791     27,674
MAY                      30,791     30,791     30,791     29,680     30,791     30,791     30,791     30,791     27,674
JUNE                     24,805     30,791     30,791     29,680     30,791     30,791     30,791     30,791     30,791
JULY                     24,805     30,791     30,791     29,680     30,791     30,791     30,791     30,791     30,791
AUGUST                   24,805     30,791     30,791     10,214     30,791     30,791     30,791     30,791     29,680
SEPTEMBER                30,791     30,791     30,791     10,214     30,791     24,805     30,791     30,791     29,680
OCTOBER                  30,791     30,791     30,791     10,214     30,791     24,805     30,791     30,791     29,680
NOVEMBER                 30,791     30,791     30,791     30,791     30,791     24,805     30,791     30,791     10,214
DECEMBER                 30,791     30,791     27,674     30,791     30,791     30,791     30,791     30,791     10,214
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
<PAGE>

                                                                          PAGE 2

<TABLE>
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>   
AVERAGE SF
 OCCUPIED-OCCA           29,295     30,791     30,531     24,850     30,791     29,295     30,791     30,791     26,305

TOTAL SF-NRA             29,295     30,791     30,531     24,850     30,791     29,295     30,791     30,791     26,305
                     ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
OCCUPANCY %              100.00     100.00     100.00     100.00     100.00     100.00     100.00     100.00     100.00
                     ========== ========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>

                         2024       2025       2026       2027
                      ---------- ---------- ---------- ----------
JANUARY                   10,214     30,791     24,805     30,791
FEBRUARY                  30,791     30,791     24,805     30,791
MARCH                     30,791     30,791     30,791     30,791
APRIL                     30,791     30,791     30,791     30,791
MAY                       30,791     30,791     30,791     30,791
JUNE                      30,791     30,791     30,791     30,791
JULY                      30,791     30,791     30,791     30,791
AUGUST                    30,791     30,791     30,791     30,791
SEPTEMBER                 30,791     30,791     30,791     30,791
OCTOBER                   30,791     30,791     30,791     30,791
NOVEMBER                  30,791     30,791     30,791     30,791
DECEMBER                  30,791     24,805     30,791     30,791
                      ---------- ---------- ---------- ----------
AVERAGE SF
 OCCUPIED-OCCA            29,076     30,292     29,793     30,791

TOTAL SF-NRA              29,076     30,292     29,793     30,791
                      ---------- ---------- ---------- ----------
OCCUPANCY %               100.00     100.00     100.00     100.00
                      ========== =========  ========== ==========
<PAGE>

                                  ARBORETUM VII
                            PROJECT DESIGNATOR: ARB7
                            REVISION: 7/11/97 @ 23:54
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)
                                 7/11/97 @ 23:54

         TENANT/
LEASE TYPE AND DATES/  BASE RENT/  OVERAGE/  SALES(000)/ RECOVERIES/  REVENUE/
      SQUARE FEET        PER SF      PER SF    PER SF      PER SF      PER SF
- ---------------------- ---------- ---------- ----------  ----------  ----------

# 1
CELLULAR ONE
BASE LEASE 10/91- 7/97    199,460          0          0       2,383    201,843
             20,577 SF       9.69       0.00       0.00        0.12       9.81

# 2
DUBOY ADVERTISING
BASE LEASE 2/92- 2/02      47,168          0          0           0     47,168
             3,117 SF       15.13       0.00       0.00        0.00      15.13

# 3
BF SAUL
BASE LEASE 2/94- 8/99      39,949          0          0         300     40,249
             3,017 SF       13.24       0.00       0.00        0.10      13.34

# 5
BF Saul Expansion
BASE LEASE 9/96- 8/99      39,010          0          0         295     39,305
             2,969 SF       13.14       0.00       0.00        0.10      13.24
                       ---------- ---------- ----------  ---------- ----------
               TOTALS     325,587          0          0       2,978    328,565
            29,680 SF       10.97       0.00       0.00        0.10      11.07
                       ========== ========== ==========  ========== ==========
<PAGE>

                                  ARBORETUM VII
                            PROJECT DESIGNATOR: ARB7
                            REVISION: 7/11/97 @ 23:54
                                EXPIRATION REPORT
                        YEARS 1998 TO 2028, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 7/11/97 @ 23:54

                                     TERM/   BASE               TOTAL    MARKET
     TENANT           SQUARE FT   END DATE  RENT/SF  RECV/SF   RENT/SF   RENT/SF
- -------------------   ---------  ---------  -------  -------   -------   -------

# 1                               INITIAL
CELLULAR ONE             20,577    7/1997     12.66     0.00     12.66     13.00

                      ---------             -------  -------   -------   -------
1 FY 98 EXPIRATIONS      20,577               12.66     0.00     12.66     13.00

# 3                               INITIAL
BF SAUL                   3,017    8/1999     13.74     0.19     13.93     13.93

# 5                               INITIAL
BF Saul Expansion         2,969    8/1999     13.63     0.19     13.82     13.93
                      ---------             -------  -------   -------   -------
 2 FY100 EXPIRATIONS      5,986               13.69     0.19     13.88     13.93
                      ---------             -------  -------   -------   -------
3 CUMULATIVE EXPS        26,563               12.89     0.04     12.93     13.21

# 2                               INITIAL
DUBOY ADVERTISING         3,117    2/2002     16.90     0.00     16.90     15.44
                      ---------             -------  -------   -------   -------
 1 FY102 EXPIRATIONS      3,117               16.90     0.00     16.90     15.44
                      ---------             -------  -------   -------   -------
 4 CUMULATIVE EXPS       29,680               13.31     0.04     13.35     13.44

# 4                               INITIAL
VACANT                    1,111    7/2002     14.64     0.93     15.56     15.44

# 1                              RENEWAL 1
CELLULAR ONE             20,577   10/2002     14.63     0.93     15.56     15.44
                      ---------             -------  -------   -------   -------
 2 FY103 EXPIRATIONS     21,688               14.63     0.93     15.56     15.44
                      ---------             -------  -------   -------   -------
 6 CUMULATIVE EXPS       51,368               13.87     0.41     14.28     14.29

#  3                             RENEWAL 1
BF SAUL                   3,017   11/2004     15.68     0.96     16.63     16.54

# 5                              RENEWAL 1
BF Saul Expansion         2,969   11/2004     15.67     0.96     16.63     16.54
                      ---------             -------  -------   -------   -------
 2 FY105 EXPIRATIONS      5,986               15.67     0.96     16.63     16.54
                      ---------             -------  -------   -------   -------
 8 CUMULATIVE EXPS       57,354               14.06     0.47     14.53     14.52

# 2                              RENEWAL 1
DUBOY ADVERTISING         3,117    5/2007     17.38     1.11     18.49     18.34
                      ---------             -------  -------   -------   -------
<PAGE>

                                                                          PAGE 2

                                   TERM/      BASE               TOTAL   MARKET
     TENANT          SQUARE FT   END DATE   RENT/SF   RECV/SF  RENT/SF   RENT/SF
- -------------------  ---------   ---------  -------   -------  -------   -------
1 FY107 EXPIRATIONS      3,117                17.38      1.11    18.49     18.34
                     ---------              -------   -------  -------   -------
9 CUMULATIVE EXPS       60,471                14.23      0.50    14.73     14.72

# 4                              RENEWAL 1
VACANT                   1,111    10/2007     17.38      1.11    18.49     18.34

# 1                              RENEWAL 2
CELLULAR ONE            20,577     1/2008     17.99      1.02    19.01     18.98
                     ---------              -------   -------  -------   -------
 2 FY108 EXPIRATIONS    21,688                17.95      1.03    18.98     18.95
                     ---------              -------   -------  -------   -------
11 CUMULATIVE EXPS      82,159                15.21      0.64    15.85     15.83

# 3                              RENEWAL 2
BF SAUL                  3,017     2/2010     19.27      1.15    20.42     20.33

# 5                              RENEWAL 2
BF Saul Expansion        2,969     2/2010     19.27      1.15    20.42     20.33
                     ---------              -------   -------  -------   -------
 2 FY110 EXPIRATIONS     5,986                19.27      1.15    20.42     20.33
                     ---------              -------   -------  -------   -------
13 CUMULATIVE EXPS      88,145                15.49      0.68    16.16     16.14

# 2                              RENEWAL 2
DUBOY ADVERTISING        3,117     8/2012     20.64      1.25    21.89     21.78

# 4                              RENEWAL 2
VACANT                   1,111     1/2013     21.36      1.27    22.64     22.54

# 1                              RENEWAL 3
CELLULAR ONE            20,577     4/2013     21.36      1.27    22.63     22.54
                     ---------              -------   -------  -------   -------
 3 FY113 EXPIRATIONS    24,805                21.27      1.27    22.54     22.45
                     ---------              -------   -------  -------   -------
16 CUMULATIVE EXPS     112,950                16.76      0.81    17.56     17.52

# 3                              RENEWAL 3
BF SAUL                  3,017     5/2015     22.88      1.38    24.26     24.15

# 5                              RENEWAL 3
BF Saul Expansion        2,969     5/2015     22.88      1.38    24.26     24.15

                     ---------              -------   -------  -------   -------
 2 FY115 EXPIRATIONS     5,986                22.88      1.38    24.26     24.15
                     ---------              -------   -------  -------   -------
18 CUMULATIVE EXPS     118,936                17.07      0.84    17.90     17.86

# 2                              RENEWAL 3
DUBOY ADVERTISING        3,117    11/2017     24.51      1.49    26.00     25.87

# 4                              RENEWAL 3
VACANT                   1,111     4/2018     25.37      1.50    26.87     26.77
                     ---------              -------   -------  -------   -------
<PAGE>

                                                                          PAGE 3

                                   TERM/     BASE                TOTAL   MARKET
     TENANT           SQUARE FT  END DATE   RENT/SF   RECV/SF   RENT/SF  RENT/SF
- -------------------   ---------  ---------  -------   -------   -------  -------
 2 FY118 EXPIRATIONS      4,228               24.74      1.49     26.23    26.11
                      ---------             -------   -------   -------  -------
20 CUMULATIVE EXPS      123,164               17.33      0.86     18.19    18.14

# 1                              RENEWAL 4
CELLULAR ONE             20,577     7/2018    25.37      1.50     26.87    26.77
                      ---------             -------   -------   -------  -------
 1 FY119 EXPIRATIONS     20,577               25.37      1.50     26.87    26.77
                      ---------             -------   -------   -------  -------
21 CUMULATIVE EXPS      143,741               18.48      0.95     19.43    19.38

# 3                              RENEWAL 4
BF SAUL                   3,017     8/2020    27.18      1.64     28.82    28.68

# 5                              RENEWAL 4
BF Saul Expansion         2,969     8/2020    27.18      1.64     28.81    28.68
                      ---------             -------   -------   -------  -------
 2  FY121 EXPIRATIONS     5,986               27.18      1.64     28.82    28.68
                      ---------             -------   -------   -------  -------
23 CUMULATIVE EXPS      149,727               18.83      0.98     19.81    19.75

# 2                              RENEWAL 4
DUBOY ADVERTISING         3,117     2/2023    30.13      1.84     31.97    31.80
                      ---------             -------   -------   -------  -------
 1 FY123 EXPIRATIONS      3,117               30.13      1.84     31.97    31.80
                      ---------             -------   -------   -------  -------
24 CUMULATIVE EXPS      152,844               19.06      1.00     20.05    19.99

# 4                              RENEWAL 4
VACANT                    1,111     7/2023    30.14      1.84     31.97    31.80

# 1                              RENEWAL 5
CELLULAR ONE             20,577    10/2023    30.13      1.84     31.97    31.80
                      ---------             -------   -------   -------  -------
 2 FY124 EXPIRATIONS     21,688               30.13      1.84     31.97    31.80
                      ---------             -------   -------   -------  -------
26 CUMULATIVE EXPS      174,532               20.44      1.10     21.54    21.46

#  3                             RENEWAL 5
BF SAUL                   3,017    11/2025    32.28      1.98     34.26    34.06

#  5                             RENEWAL 5
BF Saul Expansion         2,969    11/2025    32.28      1.98     34.26    34.06
                      ---------             -------   -------   -------  -------
 2  FY126 EXPIRATIONS     5,986               32.28      1.98     34.26    34.06
                      ---------             -------   -------   -------  -------
28 CUMULATIVE EXPS      180,518               20.83      1.13     21.96    21.88
<PAGE>

                                  ARBORETUM VII
                            PROJECT DESIGNATOR: ARB7
                            REVISION: 7/11/97 @ 23:54
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 7/11/97 @ 23:54

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF ARBORETUM VII BEGINNING 6/1997
FOR 31 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE  -     24,999
1998 VALUE  -     30,791
1999 VALUE  -     29,295
2000 VALUE  -     30,791
2001 VALUE  -     30,791
2002 VALUE  -     26,305
2003 VALUE  -     29,076
2004 VALUE  -     30,292
2005 VALUE  -     29,793
2006 VALUE  -     30,791
2007 VALUE  -     29,827
2008 VALUE  -     25,554
2009 VALUE  -     30,791
2010 VALUE  -     29,295
2011 VALUE  -     30,791
2012 VALUE  -     30,012
2013 VALUE  -     25,369
2014 VALUE  -     30,791
2015 VALUE  -     29,295
2016 VALUE  -     30,791
2017 VALUE  -     30,531
2018 VALUE  -     24,850
2019 VALUE  -     30,791
2020 VALUE  -     29,295
2021 VALUE  -     30,791
2022 VALUE  -     30,791
2023 VALUE  -     26,305
2024 VALUE  -     29,076
2025 VALUE  -     30,292
2026 VALUE  -     29,793
2027 VALUE  -     30,791
THEREAFTER  - CONSTANT

OCCA
1997 VALUE  -     24,999
1998 VALUE  -     30,791
1999 VALUE  -     29,295
2000 VALUE  -     30,791
2001 VALUE  -     30,791
2002 VALUE  -     26,305
2003 VALUE  -     29,076
2004 VALUE  -     30,292
2005 VALUE  -     29,793
2006 VALUE  -     30,791
2007 VALUE  -     29,827
2008 VALUE  -     25,554
2009 VALUE  -     30,791
2010 VALUE  -     29,295
2011 VALUE  -     30,791
2012 VALUE  -     30,012
2013 VALUE  -     25,369
2014 VALUE  -     30,791
<PAGE>

                                                                          PAGE 2

2015 VALUE  -      29,295
2016 VALUE  -      30,791
2017 VALUE  -      30,531
2018 VALUE  -      24,85O
2019 VALUE  -      30,791
2020 VALUE  -      29,295
2021 VALUE  -      30,791
2022 VALUE  -      30,791
2023 VALUE  -      26,305
2024 VALUE  -      29,076
2025 VALUE  -      30,292
2026 VALUE  -      29,793
2027 VALUE  -      30,791
THEREAFTER  - CONSTANT

GROWTH RATES
- ------------

INC1
1997 VALUE -        3.50
THEREAFTER -  CONSTANT

EXP1
1997 VALUE  -       3.50
THEREAFTER  - CONSTANT

INC3
1997 VALUE  -       3.00
1998 VALUE  -       3.00
THEREAFTER  - CONSTANT

INC4
1997 VALUE  -       4.00
1998 VALUE  -       4.00
THEREAFTER  - CONSTANT

INC5
1997 VALUE  -       5.00
1998 VALUE  -       5.00
THEREAFTER  - CONSTANT

CPI3
1997 VALUE  -       2.50
1998 VALUE  -       2.50
THEREAFTER  - CONSTANT

CPI4
1997 VALUE  -       2.75
1998 VALUE  -       2.75
THEREAFTER  - CONSTANT

MARKET RATES
- ------------

MKT1
1997 VALUE -       13.00
THEREAFTER -  GROWING AT GROWTH RATE INC1

TIRN
 +50.0% OF TINW

TINW
1997 VALUE -        6.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
<PAGE>

                                                                          PAGE 3
 +30.0% OF TINW +70.0% OF TIRN

RESR
1997 VALUE -          0.25
THEREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

PROPERTY TAXES       , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       25,115
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       92,716
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES        , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       15,744
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES     , REFERRED TO AS MGMT
AN INFORMATIONAL EXPENSE
1997 VALUE   -      8,431
1998 VALUE   -     12,316
1999 VALUE   -     12,143
2000 VALUE   -     13,230
2001 VALUE   -     13,765
2002 VALUE   -     12,004
2003 VALUE   -     13,651
2004 VALUE   -     14,814
2005 VALUE   -     15,148
2006 VALUE   -     16,310
2007 VALUE   -     16,413
2008 VALUE   -     14,272
2009 VALUE   -     17,896
2010 VALUE   -     17,628
2011 VALUE   -     19,281
2012 VALUE   -     19,548
2013 VALUE   -     16,802
2014 VALUE   -     21,103
2015 VALUE   -     20,814
2016 VALUE   -     22,736
2017 VALUE   -     23,476
2018 VALUE   -     19,585
2019 VALUE   -     24,956
2020 VALUE   -     24,653
2021 VALUE   -     26,889
2022 VALUE   -     28,014
2023 VALUE   -     24,641
2024 VALUE   -     28,117
2025 VALUE   -     30,511
2026 VALUE   -     31,198
2027 VALUE   -     33,590
THEREAFTER   - CONSTANT

Base Year Expense , REFERRED TO AS BASE
AN INFORMATIONAL EXPENSE
<PAGE>

                                                                          PAGE 4

+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

1997 INCREASE @ 3%, REFERRED TO AS 3EXP
AN INFORMATIONAL EXPENSE
1997 VALUE -      140,754
THEREAFTER - GROWING AT GROWTH RATE INC3

3% INCREASE        , REFERRED TO AS 3PER
AN INFORMATIONAL EXPENSE
+100.0% OF BASE-100.0% OF 3EXP

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -        2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1997 VALUE -        3.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -   4.000% OF TOTAL RENT

STANDARD METHOD #2 -   2.000% OF TOTAL RENT

STANDARD METHOD #3 -   2.600% OF TOTAL RENT

STANDARD METHOD #4 -   0.000% OF TOTAL RENT

STANDARD METHOD #5  -  0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1  - CASHED OUT

STANDARD METHOD #2  - CASHED OUT

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4  - CASHED OUT

STANDARD METHOD #5  - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE -        0.00
1998 VALUE -        0.00
1999 VALUE -        0.00
2000 VALUE -        0.00
2001 VALUE -        0.00
<PAGE>

                                                                          PAGE 5

2002 VALUE  -        0.00
2003 VALUE  -        0.00
2004 VALUE  -        0.00
2005 VALUE  -        0.00
2006 VALUE  -        0.00
2007 VALUE  -        0.00
2008 VALUE  -        0.00
2009 VALUE  -        0.00
2010 VALUE  -        0.00
2011 VALUE  -        0.00
THEREAFTER  - CONSTANT

ALTERATION  PAYOUTS
- ------------------

STANDARD METHOD #1   - CASHED OUT

STANDARD METHOD #2   - CASHED OUT

STANDARD METHOD #3   - CASHED OUT

STANDARD METHOD #4   - CASHED OUT

STANDARD METHOD #5   - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF       RELATIVE
MONTH    ANNUAL SALES        VOLUME
- -----    ------------       --------
JAN           8.33%            1.00
FEB           8.33%            1.00
MAR           8.33%            1.00
APR           8.33%            1.00
<PAGE>

                                                                          PAGE 6

 MAY                8.33%              1.00
 JUN                8.33%              1.00
 JUL                8.33%              1.00
 AUG                8.33%              1.00
 SEP                8.33%              1.00
 OCT                8.33%              1.00
 NOV                8.33%              1.00
 DEC                8.33%              1.00
                 -------            -------
TOTALS            100.00%             12.00

GLOBAL RECOVERIES
- -----------------

Base Year Expense , REFERRED TO AS BYES
PRO RATA SHARE RECOVERY OF EXPENSE BASE 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

NONE

TENANTS
- -------

THERE ARE A TOTAL OF      5 LEASEHOLD TENANT(S):

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

# 1 - CELLULAR ONE
BASE LEASE DATES:            10/1991 TO 7/1997
TYPE OF TENANT:                OFFICE
SQUARE FOOTAGE:                20,577
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -        12.66/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:
<PAGE>

                                                                          PAGE 7

         LENGTH      VACANT     SQ FT   MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------  -----------

   1       5.00          3       NONE       NONE         YES           YES
   2       5.00          3       NONE       NONE         YES           YES
   3       5.00          3       NONE       NONE         YES           YES
   4       5.00          3       NONE       NONE         YES           YES
   5       5.00          3       NONE       NONE         YES           YES
   6       5.00          3       NONE       NONE         YES           YES
   7       5.00          3       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

BYES
GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

#  2 - DUBOY ADVERTISING
BASE LEASE DATES:        2/1992 TO 2/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,117
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    15.02/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------    -----------
   1       5.00          3       NONE       NONE         YES           YES
   2       5.00          3       NONE       NONE         YES           YES
   3       5.00          3       NONE       NONE         YES           YES
   4       5.00          3       NONE       NONE         YES           YES
   5       5.00          3       NONE       NONE         YES           YES
   6       5.00          3       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT
<PAGE>

                                                                          PAGE 8

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

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

# 3 - BF SAUL
BASE LEASE DATES:       2/1994 TO 8/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          3,017
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    12.95/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:

3% INCREASE
PRO RATA SHARE RECOVERY OF EXPENSE 3PER 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT   MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------  ---------   -----------   -----------
  1        5.00         3       NONE       NONE         YES           YES
  2        5.00         3       NONE       NONE         YES           YES
  3        5.00         3       NONE       NONE         YES           YES
  4        5.00         3       NONE       NONE         YES           YES
  5        5.00         3       NONE       NONE         YES           YES
  6        5.00         3       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

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

# 4 - VACANT
BASE LEASE DATES:       8/1997 TO 7/2002
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          1,111
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARKET RATE MKT1
THEREAFTER - GROWING AT GROWTH RATE INC3

RECOVERIES:
<PAGE>

                                                                          PAGE 9

BYES
GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS: STANDARD METHOD #1
PAYOUT:      CASHED OUT

ALTERATIONS: MARKET RATE TINW
PAYOUT:      CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH     VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1        5.00          3      NONE        NONE         YES           YES
  2        5.00          3      NONE        NONE         YES           YES
  3        5.00          3      NONE        NONE         YES           YES
  4        5.00          3      NONE        NONE         YES           YES
  5        5.00          3      NONE        NONE         YES           YES
  6        5.00          3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

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

# 5 - BP Saul Expansion
BASE LEASE DATES:         9/1996 TO 8/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,969
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    12.85/SF/YR
THEREAFTER -  GROWING AT    3.00%

RECOVERIES:

3% INCREASE
PRO RATA SHARE RECOVERY OF EXPENSE 3PER 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH      VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------  ------  --------   ---------   -----------   -----------
  1       5.00         3      NONE        NONE        YES           YES
<PAGE>

                                                                         PAGE 10

  2        5.00        3      NONE        NONE        YES           YES
  3        5.00        3      NONE        NONE        YES           YES
  4        5.00        3      NONE        NONE        YES           YES
  5        5.00        3      NONE        NONE        YES           YES
  6        5.00        3      NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BYES

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

               COMPLETE APPRAISAL OF
               REAL PROPERTY

               Bennet Park
               5200 Great America Parkway
               2903 and 2933 Bunker Hill Lane
               Santa Clara, Santa Clara County, California




                                    CUSHMAN &
                                  WAKEFIELD(R)
                          A ROCKEFELLER GROUP COMPANY
                          ---------------------------
                          VALUATION ADVISORY SERVICES
                          ---------------------------


<PAGE>


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


               COMPLETE APPRAISAL OF
               REAL PROPERTY

               Bennet Park
               5200 Great America Parkway
               2903 and 2933 Bunker Hill Lane
               Santa Clara, Santa Clara County, California


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


               IN A SUMMARY REPORT
               As of July 26, 1996




               Prepared For:

               GMAC Commercial Mortgage Corporation
               650 Dresher Road
               Horsham, PA 19044-8015




               Prepared By:

               Cushman & Wakefield of California, Inc.
               Valuation Advisory Services
               2055 Gateway Place, Suite 550
               San Jose, California 95110


<PAGE>


Cushman & Wakefield of California, Inc.                                  
2055 Gateway Place, Suite 550                                          CUSHMAN &
San Jose, CA 95110-1068                                             WAKEFIELD(R)
Tel: (408) 436-5500
Fax: (408) 437-9129

August 5, 1996

Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015


RE: Appraisal of Real Property
    Bennett Park
    5200 Great America Parkway
    2903 and 2933 Bunker Hill Lane
    Santa Clara, Santa Clara County, California

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the leased fee estate in the referenced
property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We specifically call your
attention to the following special assumptions:

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by and the report was prepared by Rob D.
Perrino. Kenneth E. Matlin, MAI has reviewed the report and is in concurrence
with the findings herein.


<PAGE>


Ms. Avis Tsuya
August 5, 1996
Page 2

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
26, 1996 was:

                TWENTY-SEVEN MILLION ONE HUNDRED THOUSAND DOLLARS
                                   $27,100,000

     The preceding estimate of market value are based upon a forecasted
marketing period of approximately 6 to 12 months, which we believe (through a
review of recent office/research and development building sale activity, as well
as with conversations with local investment brokers) is reasonably
representative for this product type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF TEXAS, INC.

/s/ Rob D. Perrino

Rob D. Perrino
Appraiser
Northern California Valuation Advisory Services
Certification No. CA-AG002595


/s/ Kenneth E. Matlin

Kenneth E. Matlin, MAI
Manager and Director
Northern California Valuation Advisory Services
Certification No. CA-AG002022


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================


Property Name:                         Bennett Park

Location:                              The subject property is located along the
                                       northwest corner of Great America Parkway
                                       and Bunker Hill Lane within the Marriott
                                       Business Park. The street address is 5200
                                       Great America Parkway and 2903 and 2933
                                       Bunker Hill Lane, Santa Clara, Santa
                                       Clara County, California.

Assessor's Parcel Number:              104-49-018

Interest Appraised:                    Leased fee estate

Date of Value:                         July 26, 1996

Date of Inspection:                    July 26, 1996

Ownership:                             WHC-Six Real Estate Limited Partnership

Land Area:                             9.54 acres or 415,698 square feet

1995-96 Property Assessment

     Land:                             $ 5,400,000
     Building:                         $11,000,000
                                       -----------
      Total:                           $16,400,000

1995-96 Ad Valorem Taxes:              $189,638.26

Zoning:                                ML, Light Industrial

Highest and Best Use

     If Vacant:                        Office/research and development building

     As Improved:                      Office/research and development building
                                       (existing use)

Improvements

     Type:                             Three, two-story, concrete with stucco
                                       and brick, office/research and
                                       development complex.

     Year Built:                       1983

     Size

        Gross Building Area:           227,800 square feet
        Net Rentable Office Area:      227,800 square feet


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

        Net Useable Area:              227,800 square feet

     Condition:                        Good

Operating Data and Forecasts
     Current Occupancy:                100.0%

     Forecasted First Year Occupancy
      (Fiscal Year 1997):              100.0%

     Forecasted Average Occupancy:     95.0%

     Average Monthly Rental Rate
        Actual:                        $1.14 per square foot, full-service
        Forecasted:                    $1.30 per square foot, full-service
                                       $1.65 per square foot, full-service

     Operating Expenses
        Last Full Year (1995):         $4.12 per square foot
        Budget (1996):                 $4.15 per net rentable square foot
        Forecasted (Fiscal Year 1997): $4.62 per net rentable square foot

Value Indicators
     Sales Comparison Approach:        $27,160,000 ($119.23 per square foot of
                                       net rentable area)

     Income Approach:                  $27,070,000 ($118.83 per square foot of
                                       net rentable area)

Discounted Cash Flow Assumptions
     Market Rental Growth Rate:        3.5% per annum
     Expense Growth Rates:             3.5% per annum
     Credit Loss Allowance:            2.0%
     Projected Term of Future Leases:  5 years
     Vacancy Between Tenants           4 months
     Renewal Probability:              50.0%
     Tenant Improvements
           New Tenants:                $4.00 per square foot
           Renewal Tenants:            $3.00 per square foot
        Commission Expense (Weighted
          Average):                    4.6%
     Terminal Capitalization Rate:     10.0%
     Cost of Sale at Reversion:        3.0%
     Discount Rate:                    12.5%
     Implicit Year 1 Overall 
       Capitalization Rate:            10.2%


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Value Conclusion
    As Is Value Estimate:              $27,100,000

Resulting Indicators
    Going-In Capitalization Rate
       (Overall Capitalization Rate):  10.2%

    Price Per Square Foot
       (Net Rentable Area):            $118.96

Estimated Marketing Time:              6 to 12 months

Special Assumption:                    1) Please refer to the complete list of
                                          assumptions and limiting conditions
                                          included at the end of this report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY .......................................    1

INTRODUCTION ..............................................................    2
     Identification of Property ...........................................    2
     Property Ownership and Recent History ................................    2
     Purpose and Function of the Appraisal ................................    2
     Extent of the Appraisal Process ......................................    2
     Date of Value and Property Inspection ................................    3
     Property Rights Appraised ............................................    3
     Definitions of Value, Interest Appraised, and Other Pertinent Terms ..    3
     Legal Description ....................................................    4

NEIGHBORHOOD ANALYSIS .....................................................    5
     Market Overview ......................................................    7
     Marketing and Exposure Time ..........................................    9

PROPERTY DESCRIPTION ......................................................   10
     Site Description .....................................................   10
     Improvements Description .............................................   10

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   11

ZONING ....................................................................   12

HIGHEST AND BEST USE ......................................................   13

VALUATION PROCESS .........................................................   14

SALES COMPARISON APPROACH .................................................   15
     "As Is" Valuation ....................................................   19

INCOME APPROACH ...........................................................   20

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   29

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   31

CERTIFICATION OF APPRAISAL ................................................   33

ADDENDA ...................................................................   34

     Legal Description
     Alta Survey


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Table of Contents
================================================================================

     Flood Plain Map
     Site Plan
     Project Assumptions and Analysis
     Cushman & Wakefield Investor Survey
     Qualifications of Rob D. Perrino
     Qualifications of Kenneth E. Matlin


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property is a three building, two-story, concrete with stucco
and brick, office/research and development complex containing 227,800 square
feet of net rentable area. The complex is situated on the northwest corner of
Great America Parkway and Bunker Hill Lane within the Marriott Business Park.
The improvements are situated on a 9.53 acre or 415,698 square feet of land. The
common address is 52 Great America Parkway and 2903 and 2933 Bunker Hill Lane,
Santa Clara, Santa Clara County, California. The Santa Clara County Assessor has
designated the subject site at as parcel number 104-49-018. The building was
constructed in 1983 and is in good condition. The improvements are 100% occupied
by seven tenants as of the appraisal date.

Property Ownership and Recent History

     Ownership of the property is currently vested in WHC-Six Real Estate
Limited Partnership. According to the most recent grant deed, the subject
property was acquired in August, 1994, from Prudential Insurance Company as part
of a bulk purchase of properties, for an undisclosed amount.

     The subject property is 100% occupied by seven tenants. On average the
tenants' contract rents are significantly below-market. The impact of the
property's below-market rent will be addressed later on in the Income Approach
of this report.

     To the best of our knowledge, the property is not currently being offered
for sale, nor have there have been any subsequent ownership transfers.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior and interior of the building and site
          improvements.;

     o    Reviewed the leasing policy, tenant build-out allowances and history
          of recent rental rates and occupancy with the building manager;

     o    Reviewed a detailed history of the income and expenses and a budget
          forecast for 1996, including the budget for planned capital
          expenditures and repairs;

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          on-site managers and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot and overall capitalization
          rates. This process


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

                                      -2-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Introduction
================================================================================

          involved telephone interviews with sellers, buyers and/or
          participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

Date of Value and Property Inspection

     The date of value is July 26, 1996, with our date of our last inspection
being the same.

Property Rights Appraised

     Leased fee estate

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

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

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

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

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

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions six to twelve months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.


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

                                      -3-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Introduction
================================================================================

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     We were provided with an ALTA/ACSM Land Title Survey, dated June 6, 1994,
prepared by International Land Surveying of Norman, Oklahoma. A copy of this
survey is included in the Addenda. We also reviewed the subject's most recent
grant deed for reference to its legal description. A copy of the grant deed is
included in the Addenda.


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

                                      -4-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                      NEIGHBORHOOD ANALYSIS
================================================================================

The subject property is located in the Marriott Business Park, in northern Santa
Clara. The neighborhood boundaries are defined below:

     North    - State Route 237
     South    - U.S. Highway 101
     East     - Lafayette Street
     West     - San Tomas Aquino Creek

     The Marriott Business Park is considered one of the most prestigious parks
in the Santa Clara Valley. It was developed by the Marriott Corporation in 1975
and it includes a total of 475 acres. The total existing inventory of industrial
and office space in the Park is estimated at approximately 5,080,000 square
feet. The Park is quite unique in that it is anchored by both the 300-room
Marriott Hotel and the Great America Amusement Park, now owned by Paramount. The
area also includes the 240,000 square foot Santa Clara Convention Center,
TechMart, and the 500-room Westin Hotel, as well as the Days Inn Hotel and
numerous restaurants.

     The business park evolved into the pacesetter for architectural styles
prevalent in the "Silicon Valley" today. It has expanded on ideas originally
initiated in older parks such as Oakmead and Moffett both located in neighboring
Sunnyvale. Marriott features a high percentage of owner occupied buildings. It
serves as the headquarters for Rolm. During 1989 and 1990, Vintage Properties
completed construction of Phase I of a build-to-suit for 3-Com Corporation. This
development is located on the north side of Old Mountain View-Alviso Road at
Betsy Ross Drive. This facility consists of two, five-story buildings and two,
two-story buildings with an aggregate building area of 442,826 square feet.
Phase II is under construction and will contain two, two-story buildings. Xerox,
Lam Research Corporation, Rolm, Control Data, Claris, AT&T, Xidex, and Hitachi
also pride themselves as being major tenants in the Marriott Business Park.
Currently, the park has very little privately owned land available for
development.

     The most notable developments in the subject neighborhood include: Regency
Plaza, a 13-story, class "A" structure located on the south side of Mission
College Boulevard; and McCandless Towers, which consists of an 11-story, class
"A" structure located just north of U.S. Highway 101. Other large, office
facilities located within and proximate to the subject neighborhood include: the
Lakeside Atrium, a three-story, steel frame office building located along
Lakeside Drive; Parkway Towers, a five-story office structure containing
approximately 80,000 square feet located south of the subject property along
Great America Parkway; and Parkway Plaza, a four-building, office complex
containing a total of approximately 200,000 square feet, located south of the
subject site along Old Ironsides Drive.

     The neighborhood enjoys good access. U.S. Highway 101, the Bayshore
Freeway, forms the southern neighborhood boundary, and provides access from San
Jose to the south and from the San Francisco Peninsula cities to the north.
State Route 237 is located along the subject neighborhood's northerly boundary.
State Route 237 runs east/west and thus provides a direct route to Interstates
880 and 680 which provide access to East Bay communities. Also, due to Measure
"A", State Route 237 is scheduled to be improved. Improvements will include the
elevation of some segments of the highway and the construction of several
off-ramps. These


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

                                      -5-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                      Neighborhood Analysis
================================================================================

future improvements will greatly ease traffic congestion during commute hours
and greatly enhance access into the subject neighborhood.

     Great America Parkway is the main arterial serving the subject
neighborhood. It runs north/south and intersects both U.S. Highway 101 and State
Route 237. This six-lane thoroughfare becomes Bowers Avenue immediately south of
U.S. Highway 101.

     The Santa Clara Light Rail Transit system provides access from downtown and
San Jose to the subject neighborhood. This 20-mile system currently provides
access from south San Jose to Downtown San Jose. The rail line terminates near
the corner of Tasman Drive and Great America Parkway, approximately 1/8 mile
south of the subject site.

     Utilities are all immediately available within the neighborhood. The City
of Santa Clara provides not only water and sanitary sewer service but also
electrical power. Pacific Gas & Electric Company supplies only natural gas. It
should be noted that since the City of Santa Clara's electrical rates are less
than those offered by Pacific Gas & Electric, there are considerable savings for
major electrical users. This gives properties within the City of Santa Clara
somewhat of a competitive edge over other areas. Pacific Bell supplied telephone
service to the neighborhood.


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

                                      -6-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            MARKET ANALYSIS
================================================================================

Market Overview

     The electronics slump in the Silicon Valley, which began in late-1984 and
early-1985, and the concurrent over-building of the real estate market, caused
the industrial market in Santa Clara to decline between 1984 and 1986. The
slowed pace of new construction in neighboring areas and the gradual
revitalization of the high technology industry caused the market to improve from
1987 to 1988. However, this trend slowed in 1989 and 1990. The market
significantly declined in 1991 due to the Middle East War during the first
quarter of 1991, the recession in California, defense budget cuts, and the
resulting drop in demand for electronics products. The market overall remained
suppressed through 1993. However, the end of the recession in 1994 and the
strong increase in electronic goods demand resulted in a significant market
upturn throughout Silicon Valley which remains today.

Leasing Activity

     The following chart illustrates research and development space absorption
for both the subject market and Silicon Valley as a whole from 1991 through the
second quarter of 1996. Silicon Valley includes all of Santa Clara County and
the Cities of Fremont and Newark, in southernmost Alameda County.

================================================================================
       RESEARCH AND DEVELOPMENT SPACE GROSS ABOSORPTION - SILICON VALLEY
- --------------------------------------------------------------------------------
                                                                      2nd. Qtr.
  1991          1992          1993          1994         1995           1996
- --------------------------------------------------------------------------------
6,034,000     7,617,000     8,626,000    11,697,000     14,905,000    6,900,000
================================================================================

     Absorption in Silicon Valley from 1991 to present experienced similar
patterns much like the subject market. Absorption of research and development
space went from 6,034,000 in 1991 to 7,617,000 in 1992 indicating an increase of
26%. However, the market witnessed a slowdown in 1993 with a 13% increase in
absorption from the previous year. However, absorption in Silicon Valley
increased significantly by 36% in 1994 with 11,697,000 square feet being
absorbed. This trend continued into 1995 with 14,905,000 square feet being
absorbed. As of the end of the second quarter of 1996, the overall market is off
to a steady start with professionals expecting absorption to stabilize from 1995
levels.

================================================================================
         RESEARCH AND DEVELOPMENT SPACE GROSS ABSORPTION - SANTA CLARA
- --------------------------------------------------------------------------------
 1991         1992          1993         1994          1995       2nd. Qtr. 1996
- --------------------------------------------------------------------------------
800,000      825,000      1,442,000    2,097,000     2,610,000        785,000
================================================================================

     Total gross absorption for research and development space in the subject
market increased by 25,000 square feet or by 3% from 1991 to 1992. The market
significantly rebounded between 1992 and 1993 with an increase from 825,000
square feet to 1,442,000 square feet in absorption, or by an unprecedented 75%.
The market continued to improve in 1994 with an increase in absorption by 45% or
655,000 square feet. This trend continued into 1995 with an increase in
absorption by 25%. In comparison to 1995, the second quarter of 1996 was off to
a slower start, however, market activity is anticipated to remain stable from
the previous year.


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

                                      -7-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Market Analysis
================================================================================

Availabilities

     The reader's attention is directed to the following historical industrial
space availability charts. The charts include statistics for all industrial
product types pertaining to both the overall Silicon Valley market and Santa
Clara Market.

<TABLE>
<CAPTION>
=============================================================================================
                         INDUSTRIAL SPACE AVAILABLE - SILICON VALLEY
- ---------------------------------------------------------------------------------------------
                                                                                   2nd.  Qtr.
                     1991         1992         1993         1994         1995         1996
- ---------------------------------------------------------------------------------------------
<S>               <C>          <C>          <C>          <C>          <C>          <C>       
High Technology   17,560,000   16,380,000   15,645,000   13,017,000    9,401,000    6,122,000
- ---------------------------------------------------------------------------------------------
Manufacturing      3,130,000    2,410,000    4,914,000    4,013,000    2,488,000    1,903,000
- ---------------------------------------------------------------------------------------------
Warehouse          3,590,000    5,400,000    3,704,000    3,270,000    2,433,000    2,505,000
- ---------------------------------------------------------------------------------------------
Total             24,280,000   24,190,000   24,263,000   20,300,000   14,322,000   10,530,000
=============================================================================================
</TABLE>


     Due to a sluggish economy, total available industrial space was relatively
flat from 1991 through 1993, between approximately 24,200,000 to 24,300,000
square feet. This was attributable to many factors. Electronic companies were
downsizing their spaces to reduce costs or consolidating operations to larger
facilities. Some companies moved manufacturing operations out of California to
locations where labor and facility costs were lower. The recession and resulting
decrease in demand for electronics products forced many companies to layoff
workers, thus reducing their space requirements.

     However, the easing of the recession in 1994 resulted in renewed
electronics demand. Consequently, total available industrial space in Silicon
Valley decreased from the end of 1993 to the end of 1994 by 16%. This trend
continued through 1995 with the amount of available space declining by 29%. As
of the second quarter of 1996, the overall market continued to experience a
decrease in the amount of available industrial space.

<TABLE>
<CAPTION>
=======================================================================================
                       INDUSTRIAL SPACE AVAILABLE - SANTA CLARA
- ---------------------------------------------------------------------------------------
                                                                             2nd.  Qtr.
                    1991        1992        1993        1994        1995        1996
- ---------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>         <C>         <C>         <C>      
High Technology   3,830,000   3,334,000   2,652,000   2,277,000     998,000     860,000
- ---------------------------------------------------------------------------------------
Manufacturing     1,040,000     633,000     535,000     523,000     543,000     562,000
- ---------------------------------------------------------------------------------------
Warehouse            62,000     331,000     609,000     365,000     385,000     151,000
- ---------------------------------------------------------------------------------------
Total             4,932,000   4,298,000   3,796,000   3,165,000   1,926,000   1,573,000
=======================================================================================
</TABLE>

     The amount of available space in the subject market has continuously
decreased between 1991 and the second quarter of 1996. The largest decline in
the amount of available space


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

                                      -8-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Market Analysis
================================================================================

occurred between 1994 and 1995. The amount of available space decreased by 39%.
As of the second quarter of 1996, the amount of available space continues to
decline.

Vacancy Rate

     Cushman & Wakefield estimates the total industrial inventory in Silicon
Valley at 200 million square feet. Thus, the overall vacancy rate for Silicon
Valley industrial market, as of the end of the second quarter of 1996, was
approximately 5.3%. According to Colliers Parrish International market
statistics, as of June 1, 1996, the subject research and development market has
a vacancy rate of approximately 0.3%.

Rental Rates

     We surveyed signed leases for existing, research and development space in
the subject market. Coupon rental rates for office/research and development
facilities generally range from $0.75 to $1.10 per square foot per month,
triple-net, or $1.20 to $1.70 per square foot per month on a full-service basis.
The fluctuation in the rental rate depends on their physical and locational
characteristics and the amount of tenant improvement dollars given. Based on the
low vacancy in Santa Clara, specifically the Marriott Business Park, rental
rates are anticipated to increase through 1996.

     Cushman & Wakefield's Financial Services Group reports that the market
environment for investment sales and financing has changed dramatically over the
past 18 months. The national investment sales market is turning from a buyer's
market to a seller's market. The availability of both debt and equity capital
have turned the market around. Real estate as an asset class is again acceptable
to pension funds.

Summary and Conclusions

     In summary, the Silicon Valley economy has significantly improved over the
past 18 months. As a result, the supply of good-quality, industrial space in
Silicon Valley is diminishing. Most brokers and owners interviewed feel that
this trend will continue over the next few years. The subject area remains one
of the most desirable locations in Silicon Valley and is expected to continue
low vacancy along with increasing rental rates.

Marketing and Exposure Time

     Based on the office/research and development facility sales used in this
analysis, our conversations with brokers active in the subject market, and the
subject's size and location, it is our opinion that the subject property would
sell within a six to twelve month period if actively marketed for sale.

     The Appraisal Standards Board of the Appraisal Foundation defines exposure
time as, "the estimated length of time that the property interest being
appraised would have been offered on the market prior to the hypothetical
consummation of a sale at market value on the effective date of the appraisal; a
retrospective estimate based upon an analysis of past events assuming a
competitive and open market." Based on historical market conditions and the
sales analyzed in this report, we estimated the exposure time for the subject
properties to be roughly equal to the marketing time previously stated at six to
twelve months.


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

                                      -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site is situated on the northwest corner of Great America
Parkway and Bunker Hill Lane within the Marriott Business Park. The common
street address is 5200 Great America Parkway and 2903 and 2933 Bunker Hill Lane,
Santa Clara, Santa Clara County, California. The site is rectangular in shape
and contains 9.53 acres or 415,698 square feet of land area. The topography is
level and at street grade. We have assumed that the soil's load-bearing capacity
is sufficient to support the existing and any future structures. All essential
utilities including electricity, water, sewer, and telephone are currently
serving the site.

     According to Community Panel No. 060350-0001C, effective July 16, 1980, the
subject property is situated in Zone "B", an area designated as being outside of
the floodplain.

Improvements Description

     The subject improvements comprise three, two-story, concrete with stucco
and brick, office/ research and development buildings. The buildings
collectively contain 227,800 square feet of net rentable area. The improvements
are built-out with 80% of drop ceiling office space with the balance of the
space attributable to manufacturing/warehouse space. The property was
constructed in 1983 and is in good condition. Presently, the improvements are
100% occupied by seven tenants..

     Construction is typical of office/research and development structures with
concrete panels, poured-in-place concrete foundation, and concrete slab. The
project is heated and cooled with a multi-zoned system with roof-mounted HVAC
systems. Plumbing and electrical is assumed to meet required building codes. The
buildings have passenger elevators serving the second floor. The property has
zoned smoke and fire alarm systems, and a monitored security system with card
access that restricts non-business hour access.

     The subject has concrete surface parking for 634 vehicles which equates to
a parking ratio of 2.8 spaces per 1,000 square feet of net rentable area. Both
Great America Parkway and Bunker Hill Lane are improved with concrete sidewalks,
curbs, and gutters. The site is landscaped with trees, ornamental shrubs and
plants located around the buildings' perimeter and parking lot.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in good condition. No evidence of structural damage was
observed on our physical inspection of the improvements. Further, we are not
aware of any major items of deferred maintenance at this time.


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

                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is located in the City of Santa Clara, County of Santa
Clara, and as such, is taxed by these governing bodies. The subject property is
located in tax rate area 07-116. The 1995-96 tax rate for these areas is $1.0436
per $100.00 of the property's assessed valuation. Under the provisions of
Article XIIIA of the California Tax and Revenue Code, properties are assessed
based on their market value as of March 1, 1975. This valuation may increase
only 2% per year until such time as the property is sold, substantial new
construction takes place, or the use of the property is changed. Under the
foregoing circumstances, the properties may be reassessed to their market value.

     The 1995-96 fiscal year is the most recent year for which assessed
valuation and property tax information is available. The assessed value and
taxes for the property, are as follows:

================================================================================
                     ASSESSED VALUES AND REAL ESTATE TAXES
================================================================================
                                 Improvement
  A.P.N.         Land Value         Value             Total             Taxes
================================================================================
104-49-018       $5,400,000      $11,000,000       $16,400,000       $189,638.26
================================================================================

     The total real estate taxes and assessments also include vector control,
flood control, and open space assessments. These assessments are reportedly paid
into perpetuity.

     If the property was sold, it would be reassessed according to the
Assessor's opinion of its market value, which is the sale price in most cases.
Based on our estimated value conclusion of $27,100,000 real estate taxes and
assessments after sale would be approximately $285,000.


================================================================================
                                      -11-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                     ZONING
================================================================================

     The City of Santa Clara maintains a Planning Department which has
jurisdiction over all development within the city limits. The City Planning
Department has zoned the subject property ML, or Light Industrial. The general
plan for the site is Industrial/Office/Research and Development. Uses allowed
under these designations include research and development, light manufacturing,
and office uses. Some of the other building requirements under this designation
are as follows:

      Maximum Building Height:    70 feet

      Minimum Setbacks:           25 feet from the front and street side; 10
                                  feet from the non-street side; and 15 feet
                                  from the rear.

      Coverage Ratio:             75%, provided setback requirements are met.

      Parking Requirement:        One space for every 300 square feet of office
                                  space and one space for every 450 square feet
                                  of industrial (manufacturing/assembly) space.

     Based upon our understanding of the existing zoning ordinance, it appears
the improvements are conforming to current zoning and general plan.

     We are not experts in the interpretation of complex zoning ordinances but
the property appears to be a conforming development. We know of no additional
deed restrictions, private or public, that further limit the subject property's
use beyond those described in the site description.


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

                                      -12-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing industrial zoning and
the surrounding office/research and development facilities, it appears this use
is supported. Furthermore, as previously discussed in the Market Analysis
section of this report, the subject research and development market has a
vacancy rate of 3.6%. Rental rates for this type of space are continuing to
increase at an unprecedented rate. Therefore, it is our opinion the highest and
best use of the site is for an office/research and development use.

Highest and Best Use, As Improved

     As previously noted in the Property Description section of this report, the
subject site is improved with three, two-story, office/research and development
buildings collectively containing 227,800 square feet and related site
improvements. Constructed in 1983, the project is in good condition. Further,
the design and layout are considered to be very functional for its current use.

     The subject property is 1 00 percent occupied by seven tenants.
Approximately 22% of the project space rollsover in 1996, there are no lease
expirations scheduled in 1997, and 71% of the project space rollsover in 1998.
The largest tenant Auspex (68% of the facility) utilizes the space as their
corporate headquarters. Furthermore, the tenant recently spent $750,000 to
upgrade their testing facilities. Thus, there is a likelihood that Auspex will
renew their lease. Therefore, it is our opinion that the highest and best use of
this site, as improved, is for continued use as an office/research and
development building.


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

                                      -13-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Sales Comparison Approach and Income
Approach to develop a market value estimate for the subject property. Because
this is a summary report, the level of detail of presentation is less than that
found in a self-contained report.

     In our opinion, the Cost Approach is not relevant to this assignment.
Although the subject improvements are approximately 13 years old and of a
conforming type of construction for this market, estimating construction costs
and accrued depreciation for the improvements would be very subjective at best.
Additionally, depreciated replacement cost is not that important to the typical
investor. However, we have made the determination that the building improvements
do not contribute to the overall property value.

In the Sales Comparison Approach, we performed the following steps:

     o    Investigated the market for recent sales of similar office/research
          and development properties.

     o    Analyzed those sales on the basis of the sales price per square foot;
          and

     o    Correlated the value indications into a point value estimate from
          within the range.

In developing the Income Approach we:

     o    Studied the rents in effect in this and competing properties to
          estimate the potential rental income at market levels;

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of expenses and reserves
          for replacement;

     o    Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

     o    Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the term of existing leases. As
          the existing leases expire, the space is estimated to rent at the then
          current market rental rate with appropriate allowances for downtime.
          From potential gross revenues, we subtract vacancy and expenses
          (operating, fixed, and other) to arrive at an estimate of cash flow
          over an 11 year forecast.

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.


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

                                      -14-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area;

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to a common unit of comparison, such as price
          per square foot of building area (in this case net rentable area);

     (5)  making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting the adjusted sales data and draw a logical value
          conclusion.

     In analyzing the leased fee estate of the subject property, the sale prices
inherent in the comparables were reduced to a price per square foot used to
analyze improved properties that are similar to the subject. The price square
foot of net rentable area is the most commonly used measurement to value
office/research and development buildings in the marketplace.

     On the following page is a summary of recent market data considered to be
most indicative of the subject's current market value. A map of the sale
locations is on the following opposing page. A discussion of each comparable
follows.


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

                                      -15-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                              Bennett Park
                       5200 Great America Parkway, 2903 and 2933 Bunker Hill Lane
                               Santa Clara, Santa Clara County, California
                         Office/Research and Development Building Sales Summary
============================================================================================================
                                                           Net       Ceiling      Land               % Occ.     
 Comp.                                           Year   Rentable      Height      Area     Percent     on       
  No.         Location               Sale Date   Built    Area        (Feet)     (Acres)    Office   Date of
                                                                                                      Sale
============================================================================================================
<S>    <C>                            <C>        <C>     <C>         <C>          <C>       <C>       <C>      
  I-1  1210 California Circle         May-96     1984    120,576     9' to 16'     9.45     100.0%    100.0%   
       Milpitas, California

  I-2  45757 Northport Loop           Apr-96     1983    103,060     9' to 16'     6.50      68.0%    100.0%   
       Fremont, California

  I-3  3939-4001 North First Street   Mar-96     1984    134,500     9' to 16'     9.33     100.0%    100.0%   
       San Jose, California

  I-4  3930-3970 North First Street   Apr-96     1985    249,408     9' to 16'    18.05      70.0%    100.0%   
       San Jose,  California

  I-5  2100-2101 Logic Drive          Apr-95     1982    221,960     9' to 16'    11.56      80.0%    100.0%   
       San Jose, California
============================================================================================================
Subj.  Bennett Park                   Jul-96     1983    227,800     9' to 16'     9.53      80.0%    100.0%   
       Santa Clara, California                                                                               
============================================================================================================
                                      Low        1982    103,060     9' to 16'     6.50      68.0%    100.0%   
       Data Range:                    High       1985    249,408     9' to 16'    18.05     100.0%    100.0%   
                                      Mean       1984    165,901     9' to 16'    10.98      83.6%    100.0%   
============================================================================================================

<CAPTION>
==========================================================================================
                                          Cash         Sale                    Overall
 Comp.                                 Equivalent     Price        NOI/    Capitalization
  No.         Location                 Sale Price     Per SF        SF          Rate
==========================================================================================
<S>    <C>                             <C>            <C>         <C>           <C>  
  I-1  1210 California Circle          $12,670,000    $105.08     $10.05        9.6% 
       Milpitas, California                                                          
                                                                                     
  I-2  45757 Northport Loop             $9,278,000     $90.03      $8.11        9.0% 
       Fremont, California                                                           
                                                                                     
  I-3  3939-4001 North First Street    $18,199,317    $135.31        N/A         N/A 
       San Jose, California                                                          
                                                                                     
  I-4  3930-3970 North First Street    $32,000,000    $128.30        N/A         N/A 
       San Jose,  California                                                         
                                                                                     
  I-5  2100-2101 Logic Drive           $26,000,000    $117.14     $10.48        8.9% 
       San Jose, California                                                          
==========================================================================================
Subj.  Bennett Park                        N/A          N/A       $12.16         N/A 
       Santa Clara, California                                                       
==========================================================================================
                                        $9,278,000     $90.03      $8.11        8.9% 
       Data Range:                     $32,000,000    $135.31     $10.48        9.6% 
                                       $19,629,463    $115.17      $9.55        9.2% 
==========================================================================================
</TABLE>



                                      -16-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

     Comparable I-1 is a mid-1996 sale of a good-quality, office/research and
development building located adjacent just east of Interstate 880 in Milpitas,
just south of the Fremont city border. The property was fully leased to Lam
Research at sale. Reportedly, the rental rate at the time of sale was
approximately $0.90 per square foot per month, triple-net. Reportedly, ten years
remained on the lease at sale.

     Comparable I-2 is the April, 1996 sale of a single-tenant, one-story,
office/research and development building. At the time of sale, the building was
in good condition. The building is fully occupied by Lam Research at a rental of
$0.73 per square foot per month, triple-net, with nine and one-half years
remaining on the lease.

     Comparable I-3 is the sale of two contiguous buildings previously leased to
the buyer. 3939 North First Street contains 62,500 square feet of net rentable
area and 4001 North First Street contains 72,000 square feet of net rentable
area. Cypress Semiconductor occupied 4001 North First Street at sale.
Reportedly, Cypress vacated 3939 North First Street in 1994. Consequently, it
was vacant at sale. Cypress Semiconductor entered into a sales agreement to
purchase both properties on March 15, 1996. The total sales price for both
properties is $15,500,000. However, Cypress Semiconductor planned to
substantially renovate and reconfigure both buildings for its own occupancy.
Cypress Semiconductor will incur $2,146,280 to upgrade the interior of 3939
North First Street prior to occupancy. The upgrades will include the
reconfiguration of the lobby and offices, upgrade of the mechanical systems,
lighting, plumbing, restrooms to ADA standards. Cypress Semiconductor was to
incur $5~53,017 to upgrade the interior of 4001 North First Street prior to
occupancy. The upgrades include the reconfiguration of the lobby and offices,
new carpet and paint, and upgrade the restrooms to ADA standards. Consequently,
the total consideration to the buyer was $18,199,317, or $135.31 per square
foot.

     Comparable I-4 is an early-1996 sale of a the McCandless Business Park,
consisting of five, one-story, research and development buildings located in the
subject neighborhood. The property was purchased by the majority tenant,
Novellus Systems, who leased three of the buildings and a portion of a fourth,
approximately 70% of the entire property, at the time of sale. Novellus'
contract rental rates ranged from $0.60 to $0.85 per square foot per month,
triple-net. At the time of sale, LTX leased 3930 North First Street through June
20, 1999. The monthly rental rate through lease termination is $0.68 per square
foot, triple-net. Sony leases 3960 North First Street. The lease commenced May
1, 1994 and expires April 30, 1999. The monthly rental rate at sale was also
$0.68 per square foot, triple-net. Novellus planned to occupy the building
leased to Sony shortly after the sale and plans to occupy the building leased to
LTX following its lease expiration in June 1999. One of the buildings occupied
by Novellus, 3950 North First Street, includes 18,000 square feet of class 100
to 1,000 clean rooms and demonstration rooms. These specialized improvements
were constructed by Novellus between 1992 and late-1995.

     Comparable I-5 is the mid-1995 sale of two, two-story buildings, located
proximate to Los Gatos. The buildings contain 141,960 and 80,000 square feet of
net rentable area, and are connected by a breezeway. Collectively, the buildings
include 80% office area and 20% lab area. The buildings were in good condition
at sale. At the time of sale, Xilinx Corporation leased the


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

                                      -17-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

property from Berg & Berg Development at approximately $0.95 per square foot per
month, triple-net. The rental rate increases to $0.99 per square foot in January
1997. The lease expires on December 31, 1999. The lease rate at sale was
considered at market.

Sales Price Per Square Foot Analysis

     The five comparables indicate sales prices ranging from $90.03 to $135.31
per square foot of net rentable area on a cash equivalent basis. The prices per
square foot are influenced by the differences in construction quality and
condition, occupancy levels, character of the tenancy, economics, and location.
Nevertheless, it is important to address each property in terms of the
conventional sequence of adjustments. Following are those considerations which
are relevant to the subject. The first three elements must be considered in
advance of applying any other compensating factors to derive value conclusions
via the sales price per square foot methodology.

     Property Rights Conveyed

     As shown in the summary table, all of the comparables are encumbered by
leases, therefore, the leased fee estate was conveyed in each of these cases.
Thus, no adjustments were made to the comparables for this variable.

Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller. Thus,
no adjustments were made to the comparables for financing.

     Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

     Other

     Because of the multiple differences inherent in office/research and
development properties with respect to quality, condition, design, location,
and, in this case economics, not to mention the quality of the tenant base,
mathematical adjustments for the reasoning noted above would be extremely
difficult, at best.

     In our opinion, Comparables I-4 and I-5 are most similar to the subject in
terms of their physical and income attributes. These two comparables sold for
$128.30 and $117.14 per square foot. Based upon all of the above data, we
believe the a unit value of $123.00 per square foot of the net rentable area
would be reasonable and supportable for the subject. Thus, our value range by
the Sales Price Per Square Foot method is as follows:

================================================================================
                       Sales Price Per Square Foot Summary
================================================================================
 Net Rentable Area                Sales Price Per                    Indicated
       (SF)                          Square Foot                        Value
================================================================================
      227,800           X             $123.00            =          $28,019,400
                                    Rounded To:                     $28,020,000
================================================================================


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

                                      -18-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

"As Is" Valuation

     In order to estimate the market value of the leased fee estate on an "as
is" basis, we will deduct the impact of the subject's under-market rent from
the stabilized value. A further discussion of the below-market rent is presented
in the Income Approach. Therefore, the value of the leased fee estate on an "as
is basis is calculated and concluded as follows.

================================================================================
                        SALES COMPARISON APPROACH-"As Is"
================================================================================
Stabilized Value                                                     $28,020,000
- --------------------------------------------------------------------------------
Less: PV of Below-Market Rent                                           $860,000
- --------------------------------------------------------------------------------
"As Is" Value                                                        $27,160,000
================================================================================


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

                                      -19-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multi-tenant properties, i.e., multiple leases, with staggered
lease terms and varying lease structures; the lease-up of vacant space; and
differing tenant finish allowances, depending upon whether the space is in a
shell or second generation state.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method, in an attempt to
mirror the expectations relative to those variables. Consequently, the
discounted cash flow method affords the most realistic method of reflecting
investor expectations of the current period, as well as the projected recovery
(primarily rental rates in the subject's case). Also, the discounted cash flow
methodology can better quantify the Impact of the subject's below market rent
and lease-up costs during tenant turnover. Therefore, it is our opinion that the
discounted cash flow method is the most appropriate method in the valuation of
the subject property. As such, the direct capitalization method will not be used
in this analysis. However, at the conclusion of the Income Approach, we will
analyze the resulting overall capitalization rate derived from the discounted
cash flow analysis as a check for reasonableness.

     In the following sections, we will first analyze the subject's existing
lease and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

Summary of Existing Leases

     As of the effective date of appraisal, the subject property is 100%
occupied by seven tenants. The tenants' contract rents range from $0.50 to $2.44
per square foot on a full-service basis. In a full-service lease the tenant is
responsible for their pro-rata share of operating expenses over a base year
amount. Auspex occupies the entire building at 5200 Great America Parkway which
comprises 129,200 square feet. Their rental rate is $1.02 per square foot per
month on a triple-net basis. In a triple-net lease the tenant pays their
pro-rata share of operating expenses except for reserves for replacements which
is incurred by the landlord. On average the subject's contract rents are
significantly below-market. The impact of the property's below-market rent will
be


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

                                      -20-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                 Income Approach
================================================================================

addressed later on in the Income Approach of this report. A rent roll of the
subject property abstracting the existing leases is located in the Addenda.

Lease Expiration

     As part of our risk analysis, we reviewed the tenant expiration dates. The
subject property is 100 percent occupied by seven tenants. Approximately 22% of
the project space rollsover in 1996, there are no lease expirations scheduled in
1997, and 71% of the project space rollsover in 1998. The largest tenant Auspex
(68% of the facility) utilizes the space as their corporate headquarters.
Furthermore, the tenant recently spent $750,000 to upgrade their testing
facilities. Thus, there is a likelihood that Auspex will renew their lease.
Therefore, the subject is well positioned to benefit from strong market
conditions (i.e. increasing rental rates).

Estimate of Current Market Rent

     According to the listing brokers, the current quoted rental rates in the
subject market for office/research and development facilities generally range
from $0.75 to $1.10 per square foot per month, triple-net, or $1.20 to $1.70 per
square foot per month on a full-service basis. The fluctuation in the rental
rate depends on their physical and locational characteristics and the amount of
tenant improvement dollars given. In order to gauge the reasonableness of the
quoted rent and form a conclusion as to the current market rent for the subject
property as of the appraisal date, we conducted a survey of the competing area.
All of these comparables are considered to be generally similar to the subject
with respect to location, quality, and functionality. On the following page is a
summary of properties utilized in our rent comparable analysis. A map of the
comparable locations is included on the following opposing page.


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                                      -21-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                                      Bennett Park
                              5200 Great America Parkway and 2903 and 2933 Bunker Hill Lane
                                       Santa Clara, Santa Clara County, California
                                 Office/Research and Development Building Rental Summary
==========================================================================================================================
                                                                         Net         Ceiling       Building                  
  Comp.                                      Date of        Year       Rentable       Height         Area          Percent
   No.                Location               Lease          Built        Area         (Feet)       Leased(SF)       Office
==========================================================================================================================
<S>          <C>                             <C>         <C>            <C>             <C>          <C>             <C>  
   R-1       150 River Oaks Parkway          Apr-96         1986        100,024         16           100,024         30.0%
             San Jose, California                                                                                         
                                                                                                                          
   R-2       2260 & 2280 Agnew Avenue        Mar-96         1985        100,600         16           100,600         35.0%
             Santa Clara, California                                                                                      
                                                                                                                          
   R-3       2805 Bowers Avenue              Mar-96         1975        104,000         16           104,000         60.0%
             Santa Clara, California                     ren. 1996                                                        
                                                                                                                          
   R-4       4800 Patrick Henry Drive        Feb-96         1979         62,964         16            62,964         80.0%
             Santa Clara, California                                                                                      
                                                                                                                          
   R-5       4600 Old Ironsides Drive        Jan-96         1978         82,800         16            82,800         50.0%
             Santa Clara, California                                                                                      
                                                                                                                          
   R-6       4699 Old Ironsides Drive        Jun-96         1982         50,000         16             5,015         80.0%
             Santa Clara, California                                                                                      
                                                                                                                          
                                                                                                                          
   R-7       4655 Old Ironsides Drive        Jul-96         1982         50,000         16             6,406         80.0%
             Santa Clara, California                                                                                      
==========================================================================================================================
Subject Bennett Park                         Jul-96         1983        227,800         16           227,800         80.0%
                                                                                                                          
             Santa Clara California                                                                                       
                                                                                                                          
==========================================================================================================================
                                             Low            1975         62,964         16             5,015         30.0%
             Data Range:                     High           1986        104,000         16           104,000         80.0%
                                             Mean           1981         90,078         16            65,973         59.3%
==========================================================================================================================

<CAPTION>
=======================================================================================================================
                                                            Actual                                                     
                                             Overall        Coupon             Lease                          Tenant   
  Comp.                                      Percent         Lease             Term        Expense          Improvement
   No.                Location               Leased         Rate(SF)          (Years)     Provision          Allowance 
=======================================================================================================================
<S>          <C>                             <C>             <C>                <C>          <C>               <C>     
   R-1       150 River Oaks Parkway          100.0%          $0.75              10           Net               $12.00  
             San Jose, California                                                                                      
                                                                                                                       
   R-2       2260 & 2280 Agnew Avenue        100.0%          $0.79               5           Net                $0.00  
             Santa Clara, California                                                                                   
                                                                                                                       
   R-3       2805 Bowers Avenue              100.0%          $1.00               5           Net               $15.00  
             Santa Clara, California                                                                                   
                                                                                                                       
   R-4       4800 Patrick Henry Drive        100.0%          $1.06               1           Net                $0.00  
             Santa Clara, California                                                                                   
                                                                                                                       
   R-5       4600 Old Ironsides Drive        100.0%          $0.95               5           Net               $20.00  
             Santa Clara, California                                                                                   
                                                                                                                       
   R-6       4699 Old Ironsides Drive         90.0%          $1.67               3           Full               $2.00  
             Santa Clara, California                                                        Service                    
                                                                                                                      
                                                                                                                       
   R-7       4655 Old Ironsides Drive         90.0%          $1.65               4           Full               $4.00  
             Santa Clara, California                                                        Service                    
                                                                                                                     
                                                                                                                       
=======================================================================================================================
Subject Bennett Park                         100.0%          $1.30              --           Full               $3.50  
                                                                                            Service                    
                                                                                                                       
             Santa Clara California                          $1.65                           Full                      
                                                                                            Service                    
=======================================================================================================================
                                              90.0%          $0.75               1                              $0.00  
             Data Range:                     100.0%          $1.67              10                             $20.00  
                                              97.1%          $1.12               5                              $7.57  
=======================================================================================================================
</TABLE>


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                                      -22-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            INCOME APPROACH
================================================================================

     The rental rates summarized indicate the actual coupon rental rate for the
comparable properties. The comparable properties are deemed to be similar to the
subject in many respects. The size of the subject suites range from
approximately 1,000 square feet to 129,200 square feet. As a result, we surveyed
large spaces and small spaces.

     The coupon rental rates of the larger space comparables range from $0.75 to
$1.06 per square foot per month on a triple-net basis. The net to full-service
conversion is approximately $0.35 per square foot per month. Thus, the adjusted
coupon rental rate for the comparables range from $1.10 to $1.41 per square foot
per month on a full-service basis. The tenant improvement allowance range from
an "as is" basis to $20.00 per square foot.

     The coupon rental rates for the smaller space comparables average $1.65 per
square foot per month on a full-service basis. A tenant improvement allowance on
average is $3.00 per square foot.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of appraisal:

     1)   The market rental rate for the subject's smaller space is estimated to
          equate to $1.65 per square foot per month on a full-service basis and
          $1.30 per square foot per month, full-service, for the subject's large
          space.

     2)   Future leases are assumed to have a five-year lease term.

     3)   The tenant improvement allowance is projected to be $4.00 per square
          foot for new tenants that lease second generation space and $3.00 per
          square foot for tenant renewals of second generation space.

     4)   Rental rate growth rate of 3.5% per annum.

Impact of Below-Market Rent

     The subject property is currently leased to seven tenants. On average their
contract rents are significantly below-market.

     It is our opinion that it would not be prudent to capitalize the net
operating income based on a property which includes space leased below market.
Therefore, we first estimated the potential gross rental income for the subject
using our estimates of current market rent and assuming stabilized occupancy. We
will discount the difference between the contract rental income and the market
rental income over the remaining lease term by a discount rate of 7.0%. Our
selection of a 7.0% discount rate is based on current yields of alternative
investments in the investment marketplace. Presently, AA corporate bonds are
yielding approximately 7.6%, long-term treasury bonds are yielding 7.0%, and
municipal bonds are yielding 6.0%. Rental rates in the subject market are
increasing, thus, in the event of a default by an existing tenant there is a
strong likelihood that a leasehold advantage exists. Therefore, the landlord's
risk is minimal. As a result, we selected a safe rate of 7.0% to discount the
below-market rent. The discounted value is $860,000. This calculation is
presented on the opposing page. This discounted value will be deducted from our
stabilized value conclusion in the Sales Comparison Approach.


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

                                      -23-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

Expense Recovery Income

     Leases for office/research and development space in the subject market are
typically written on a triple-net basis whereby the tenant pays their pro-rata
share of operating expenses, except for reserves for structural replacements,
leasing commissions, and tenant alterations. However, 43% or 97,954 square feet
of the subject complex is leased on a full-service basis whereby the tenant is
responsible for their pro-rata share of operating expenses over a base year.
Upon expiration of this lease we assumed it will be leased on a full-service
basis.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent. Regarding collection loss specifically, we have applied a two
percent loss factor throughout the holding period primarily as a contingency for
potential collection problems and tenant defaults. This collection loss factor
is applied to rental income from all tenants.

     We have projected an approximate four month vacancy period at the
expiration of every lease with an average lease term of five years. This equates
to a 6.7 percent vacancy factor (four months divided by 60 months). Our analysis
includes a 50 percent probability of rollover (existing tenants re-leasing their
space) and a 50 percent probability of turnover (existing tenants vacating the
premises and new tenants leasing the vacated space).

     The resulting physical (rollover/turnover) occupancy level for the property
within the cash flow is 97.0 percent. In addition to this physical occupancy, we
have projected a 2.0 percent economic vacancy factor, as previously noted.
Therefore, the overall average occupancy factor over the projection term is 95.0
percent.

     The average occupancy level of the subject property's submarket is 0.3
percent. The overall research and development vacancy rate for Silicon Valley is
5.3%. The projected occupancy for the subject is considered reasonable these
figures.

Operating Expenses

     On the facing page is our Historical and Estimated Expense Summary for the
subject property. We based our estimated operating expenses on a review of the
1995 actual itemized expenses for the subject property. In addition, we were
provided with the property's 1996 budget. Finally, we consulted with the subject
property manager and Cushman & Wakefield's Asset Management Group.

     Total operating expenses were $3.94 per square foot in 1995. The 1996
budgeted amount is projected to be higher at $4.15 per square foot. Our fiscal
year 1997 estimate of $4.62 per square foot appears reasonable since real estate
taxes for this period will significantly increase based upon the assumed sale of
our property value estimate.


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

                                      -24-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

Other Expenses:

     Other operating expenses include Tenant Improvements and Leasing
Commissions. The probability of incurring future leasing commissions and tenant
alterations is based on a 50 percent probability of turnover (an existing tenant
vacates a space and the space is released to a new tenant) and a 50 percent
probability of rollover (an existing tenant relets his space).

     Tenant Improvements - We have factored a $4.00 per square foot allowance
     for second generation space and an allowance of $3.00 per square foot is
     projected for tenant renewals. The weighted average finish-out allowance
     for all tenants is therefore equals to $3.50 per square foot.

     Tenant improvement costs are projected to increase at a rate of 3.5% per
     year through the projection period.

     Leasing Commissions - For the period under analysis, leasing commissions
     for all new leases are estimated at 23% and 11.5% for renewals. As a result
     of these projections, the weighted average commission applied to all
     expiring space is equal to 4.6%, which we have rounded to 2.3%.

     Capital Replacements/Reserves - Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Based on the
     expense behavior of other comparable properties and the age of the subject
     property, we have estimated capital replacements/reserves at $0.1 0 per net
     rentable square foot, increasing by 4% per year throughout our analysis.

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value.

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Plus+ computer program. The program has the flexibility to allow for a
tenant by tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. Our eleven-year discounted cash flow analysis can be found on the
opposing following page.

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.


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

                                      -25-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

                         ===============================
                         Summary of Capitalization Rates
                         ===============================
                         Sale             Capitalization
                         No.                  Rate
                         ===============================
                         I-1                   9.6%
                         I-2                   9.0%
                         I-3                    N/A
                         I-4                    N/A
                         I-5                   8.9%
                         ===============================

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including possible changes in market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by the
fact that capitalization rates are failing (which is not reflected in the
sales), we are of the opinion that a 10.0 percent terminal capitalization rate
is appropriate to apply to the subject's projected net operating income in the
eleventh year. This results in an estimated terminal value (or sales price) for
the property at the end of the 10th year of $40,523,960 ($4,052,396/. 1 0).

     From this projected sales price, the estimated costs of sale for such items
as real estate commissions, closing costs, legal fees, as well as others, must
be deducted. We have estimated these cost to be three percent of the sales price
resulting in cash flow from the sale of the property in the tenth year of
$39,308,241 ($40,523,960 - $1,215,719 = $39,308,241).

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.


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

                                      -26-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

<TABLE>
<CAPTION>
===================================================================================================
                            CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
                  FALL/WINTER 1995 NATIONAL INVESTOR SURVEY FOR INDUSTRIAL BUILDINGS
===================================================================================================
                GOING IN         TERMINAL       IRR           INCOME        EXPENSE
                                                              GROWTH        GROWTH       Projection
               ----------------------------------------------------------------------
               LOW     HIGH    LOW    HIGH   LOW   HIGH    LOW     HIGH   LOW    HIGH     Period
===================================================================================================
<S>            <C>     <C>     <C>    <C>    <C>    <C>     <C>    <C>     <C>    <C>      <C> 
Mean           9.3      9.8    9.8    10.8   12.0   12.4    3.3    4.0     3.2    3.9      8.5-9.8
- ---------------------------------------------------------------------------------------------------
Range          8.5     11.0    9.5    11.0   11.0   20.0    3.0    4.0     3.0    4.0       5-11
- ---------------------------------------------------------------------------------------------------
No. of Responses: 10
===================================================================================================
</TABLE>

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality industrial properties in
the United States. The entire survey is included in the Addenda.

     The investors internal rates of return cited above range from 10.0 to 14.0
percent. We have selected a 12.5 percent discount rate for the subject property.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart

     The discounted cash flow matrix can be found on the following page.


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

                                      -27-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

           PURCHASE/SALE YIELD TABLE FOR BENNETT PARK, SANTA CLARA, CA
            Purchase Price (000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2006)

                         Sale Price (000's)/Terminal Cap

              43,676    41,377    39,308    37,436    35,735    34,181    32,757
 IRR           9.00      9.50     10.00     10.50     11.00     11.50     12.00
- ----------------------------------------    ------------------------------------
11.00         31,368    30,559    29,830    29,171    28,572    26,025    27,523
               8.83      9.07      9.29      9.50      9.70      9.89     10.07
11.50         30,339     29,565   28,869    28,238    27,665    27,142    26,663
               9.13      9.37      9.60      9.81     10.02     10.21     10.39
12.00         29,355    28,614    27,948    27,346    26,798    26,297    25,839
               9.44      9.68      9.91     10.13     10.34     10.54     10.72
12.50         28,412    27,704    27,067    26,490    25,966    25,488    25,049
- --------------------------------------------------------------------------------
               9.75     10.00     10.24     10.46     10.67     10.87     11.06
13.00         27,509    26,832    26,223    25,671    25,170    24,712    24,293
              10.07     10.33     10.57     10.79     11.01     11.21     11.41
13.50         26,645    25,997    25,414    24,886    24,407    23,969    23,567
              10.40     10.66     10.90     11.13     11.35     11.56     11.76
                                                                         
Conclusions Via the Income Approach

     The resulting value estimate is $27,070,000, (rounded) or $118.83 per net
rentable square foot, which translates in a 10.2 percent going-in capitalization
rate.


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

                                      -28-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

                 Sales Comparison Approach           $27,160,000
                 Income Approach                     $27,070,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than it would cost to buy a comparable substitute property. In this approach,
the subject property was compared with five office/research and development
building sales. We analyzed the sales using the sales price per square foot
method. Although various dissimilarities between the sales and the subject were
noted, the general analysis is believed to provide reasonable support for our
value conclusion. As such, the Sales Comparison Approach is afforded appropriate
weight in the final conclusion.

     The Income Approach is based upon investor expectations for the income
stream generated by an income producing property. After estimating gross income
and the absorption of the vacant space, deductions were made for vacancy and
collection losses, and variable, fixed and other expenses. The resulting net
operating income was then converted into an indication of value by means of
discounted cash flow model.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, as supported by the Sales Comparison Approach, we have formed an
opinion that the market value of the leased fee estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 29, 1996, was:

                TWENTY-SEVEN MILLION ONE HUNDRED THOUSAND DOLLARS
                                   $27,100,000


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

                                      -29-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                 Reconciliation and Final Estimate of Value
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time is subsequent to
the effective date of the appraisal, and exposure time is presumed to precede
the effective date of appraisal.

     The estimate of marketing time uses some of the same data analyzed in the
process of estimating the reasonable exposure time and is not intended to be a
prediction of a date of sale.

     Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would approximate six to twelve months.


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

                                      -30-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1)   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2)   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3)   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4)   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&Ws prior written consent. Reference to the Appraisal Institute or
     to the MAI designation is prohibited.

5)   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

6)   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental


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

                                      -31-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

     consents have been or can be obtained and renewed for any use on which the
     value estimate contained in the Appraisal is based.

7)   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8)   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9)   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraisers
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10)  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11)  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.


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

                                      -32-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

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

     1)   Rob D. Perrino inspected the property, and Kenneth E. Matlin, MAI,
          has reviewed the report and concurs with the findings contained
          herein.

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

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

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

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

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

     9)   As of the date of this report, Kenneth E. Matlin, MAI, has completed
          the requirements of the continuing education program of the Appraisal
          Institute.


/S/ Rob D. Perrino
- -----------------------------------------------
Rob D. Perrino
Appraiser
Northern California Valuation Advisory Services
Certification No. AG002595


/S/ Kenneth E. Matlin
- -----------------------------------------------
Kenneth E. Matlin, MAI
Manager and Director
Northern California Valuation Advisory Services
Certification No. AG2022


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

                                      -33-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                    ADDENDA
================================================================================


















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

                                      -34-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>
C/I - 735801                        N568PAGE0873                        12605743

INSURED
                                  -------------
Property:  Bennett Park           REC FEE     7    Recorded at the request of
                                  -------------  Chicago Title Insurance Company
                                  RMF         3         
                                  -------------            Aug 4 1994    
Control No:  0009                 MICRO       1            Aug 4 1994   
                                  -------------
                                  BTOS        2            [ILLEGIBLE]
                                  -------------            [ILLEGIBLE]
RECORDING REQUESTED BY AND        LIEN                  SANTA CLARA COUNTY, 
WHEN RECORDED MAIL TO:            -------------           OFFICIAL RECORDS
David A. Hyman, Esq.              SMPS
Arent Fax Klatner Pletkin & Kahn  -------------
1058 Conneticut, Avenue, N.W.     TE  POOR
Washington, D.C.20036-5339        -------------          FILOR REQUESTS
                                                    DO NOT RECORD STAMP VALUE

MAIL TAX STATEMENTS TO:                                       
J.K. Robert Companies                                                  
600 E. Las Colfreis Blvd.
Suite 1500
Irving, Texas  75039
Attn: Mr. Larry Carson


                              SPECIAL WARRANTY DEED

Parcel No. 104-49-018

     Documentary transfer tax is not a matter of public record.

     THIS SPECIAL WARRANTY DEED is made as of the 29th day of July, 1994, by The
Prudential Insurance Company of America, a New Jersey mutual insurance company,
whose address is 751 Broad Street, Newark, New Jersey 07102, as GRANTOR to
WHC-SIX, Real Estate Limited Partnership, a Delaware, a Delaware limited
partnership, whose address is 11 Canal Central Plaza , Suite 200, Alexandria, VA
22314, as GRANTEE.

     Whereas that Grantor, for good and valuable consideration, receipt of which
is acknowledged, grants to Grantee all the real property located in the city of
Santa Clara, Unincorporated Area __________, in the County of Santa Clara in the
State of California more particularly described in Exhibit A attached hereto,
together with all [ILLEGIBLE], [ILLEGIBLE] and appurtenances thereto; subject to
current real property taxes and other assessments, [ILLEGIBLE], environmental,
municipal building and other governmental restrictions, laws, rules, permits,
approvals, regulations, ordinances, codes, restrictions or legal requirements
and all covenants, conditions, restrictions, [ILLEGIBLE], rights-of-way and
other matters of record.

     Grantor hereby covenants with Grantee that Grantor will forever defend
Grantee against claims of all persons claiming by, through or under Grantor. No
other covenants or warranties, express or implied are given by this Deed.

                                      -1-

<PAGE>


                                                                    N548PAGE0874


     IN WITNESS WHEREOF, Grantor has set its hand as of the day and year first
above written.

ATTEST:                                        GRANTOR:

                                               THE PRUDENTIAL INSURANCE
                                                  COMPANY OF AMERICA


/s/ Lisa A. Vabdat                             By: /s/ Ray Gierdano
- ----------------------------                      ------------------------------
Name:    Lisa A. Vabdat                        [Seal]
Title:   Assistant Secretary                   Name:  Ray Gierdano
                                               Title:  Vice President


STATE OF NEW YORK        )
                         ) ss:
COUNTY OF NEW YORK       )


     On the 29th day of July, 1994, before me personally came Kay Giordano to me
known, who, being by me duly sworn, did depose and say that he resides in
Convent Station, New Jersey; that he is the Vice President of The Prudential
Insurance Company of America, a New Jersey mutual insurance company described in
and which executed the above instrument and that he signed his name thereto by
authority of the board of directors of said company.


                                                 /s/ Frank D. Caiatto
                                                 ------------------------------
                                                 NOTARY PUBLIC

                                                      Frank D. Caiatto
                                            Notary Public, State of New York
                                                      No. 4777878
                                              Qualified in Richmond County
                                              Certified in New York County
                                        Commission expires March 20, [ILLEGIBLE]
                                            
                                                     NOTARY PUBLIC
                                                        STAMP

                                      -2-

<PAGE>



                                    N54BPAGE0875

                                                  Bennett Park
                                                  Santa Clara County        0008


                                    EXHIBIT A




All that certain Real Property is the City of Santa Clara, County of Santa
Clara, State of California, described as follows:

All of Parcel 1, as shown upon that certain map entitled, "Parcel Map" being all
of Parcels 137 and 138, as above or that certain "Parcel Map" recorded in Book
430 of Maps, at page 22, Santa Clara County Records, which map was filed for
record is the Office of the Recorder of the County of Santa Clara, State of
California on November 14, 1988 in Book 478 of Maps, at Page 19.




                                                           RECORDER'S MEMO
                                                   FAINT WRITING, TYPING, CARBON
                                                   COPIES OR DOT MATRIX PRINTERS
                                                   MAKE POOR PHOTOGRAPHIC RECORD



<PAGE>




                              COMMERCIAL BUILDINGS
                              2903 BUNKER HILL LANE
                             SANTA CLARA, CALIFORNIA

                               [GRAPHIC OMITTED]

                                      [MAP]


<PAGE>



                              COMMERCIAL BUILDINGS
                              2903 BUNKER HILL LANE
                             SANTA CLARA, CALIFORNIA

                               [GRAPHIC OMITTED]

                        [SURVEYOR'S CERTIFICATE & NOTES]



<PAGE>


                               [GRAPHICS OMITTED]

                              [ZONES & STREET MAP]





<PAGE>



                   BUNKER HILL LANE AND GREAT AMERICA PARKWAY

                               [GRAPHIC OMITTED]

                                   [SITE PLAN]





<PAGE>


                          BENNETT PARK, SANTA CLARA, CA
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF BENNETT PARK, SANTA CLARA, CA BEGINNING 8/1996
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

BLDA
1996 VALUE -      227,699
THEREAFTER -  CONSTANT


GROWTH RATES
- ------------

CPIG
1996 VALUE -        3.50
THEREAFTER -  CONSTANT

MKTG
1996 VALUE -        3.50
THEREAFTER -  CONSTANT

TAXG
1996 VALUE -        2.00
THEREAFTER -  CONSTANT


MARKET RATES
- ------------

MKTR
1996 VALUE -        1.65
THEREAFTER -  GROWING AT GROWTH RATE MKTG

MKT2
1996 VALUE -        1.30
THEREAFTER -  GROWING AT GROWTH RATE MKTG


MISCELLANEOUS INCOMES
- ---------------------

NONE


EXPENSES
- --------

UTILITIES          , REFERRED TO AS UTIL
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      360,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

COMMON AREA MAIN., REFERRED TO AS CAMM
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      200,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

REAL ESTATE TAXES, REFERRED TO AS RETX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      285,000
THEREAFTER - GROWING AT GROWTH RATE TAXG

INSURANCE          , REFERRED TO AS INSU
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE          95,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


MANAGEMENT         , REFERRED TO AS MGMT
AN INFORMATIONAL EXPENSE
1996 VALUE -     113,094
1997 VALUE -     120,902





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 2




1998 VALUE -      96,820
1999 VALUE -     127,301
2000 VALUE -     132,843
2001 VALUE -     139,973
2002 VALUE -     135,833
2003 VALUE -     114,987
2004 VALUE -     146,741
2005 VALUE -     155,454
2006 VALUE -     164,342
2007 VALUE -     159,681
2008 VALUE -     167,062
2009 VALUE -     147,569
2010 VALUE -     184,879
THEREAFTER - CONSTANT

REIMBURSABLE EXP.  , REFERRED TO AS REIM
AN INFORMATIONAL EXPENSE
+100.0% OF UTIL+100.0% OF CAMM
+100.0% OF RETX+100.0% OF INSU
+100.0% OF MGMT


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -         2.00
THEREAFTER - CONSTANT


MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1996 VALUE -         3.00
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - PERCENT OF EACH YEAR'S RENT:
YEAR 1 -   3.000%
YEAR 2 -   2.500%
YEAR 3 -   2.500%
YEAR 4 -   2.000%
YEAR 5 -   1.500%

STANDARD METHOD #2 -     0.000% OF TOTAL RENT

STANDARD METHOD #3 -     0.000% OF TOTAL RENT

STANDARD METHOD #4 -     0.000% OF TOTAL RENT

STANDARD METHOD #5 -     0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1  -   CASHED OUT

STANDARD METHOD #2  -   CASHED OUT

STANDARD METHOD #3  -   CASHED OUT

STANDARD METHOD #4  -   CASHED OUT

STANDARD METHOD #5  -   CASHED OUT

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


ALTERATION CALCULATION
- ----------------------

1996 VALUE -       3.50





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PACE 3



THEREAFTER - GROWING AT GROWTH RATE CPIG


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

RESERVES
1996 VALUE -      28,000
THEREAFTER - GROWING AT GROWTH RATE CPIG


PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE


COST CENTERS
- ------------

NONE


SALES VOLUME PROFILE
- --------------------

          PERCENT OF       RELATIVE
MONTH   ANNUAL SALES        VOLUME
- -----    ------------      --------
JAN           8.33%          1.00
FEB           8.33%          1.00
MAR           8.33%          1.00
APR           8.33%          1.00
MAY           8.331          1.00
JUN           8.33%          1.00
JUL           8.33%          1.00
AUG           8.33%          1.00
SEP           8.33%          1.00
OCT           8.33%          1.00
NOV           8.33%          1.00
DEC           8.33%          1.00
            -------         -------
TOTALS      100.00%         12.00


GLOBAL RECOVERIES
- -----------------

NONE



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 4



TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RE~LETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

NONE


TENANTS

THERE ARE A TOTAL OF     9 LEASEHOLD TENANT(S):

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

# 1 - SUITE 100        AUSPEX
BASE LEASE DATES:      4/1993 TO 3/1998
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        129,200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
TNTTIAL RENT       1.02/SF/MO
CHANGING TO        1.07/SF/MO ON 4/1997

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                  LENGTH      VACANT    SQ FT      MONTHS OF
         TERM YEARS.MONTHS    MONTHS   INCREASE    FREE RENT  COMMISSIONS   ALTERATIONS
         ---- -------------   ------   ---------   ---------  -----------   -----------
          <S>     <C>           <C>      <C>         <C>         <C>          <C>                            
          1       5.00          4        NONE        NONE        YES           YES
          2       5.00          4        NONE        NONE        YES           YES
          3       5.00          4        NONE        NONE        YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKT2 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


RENEWAL COMMISSIONS: STANDARD METHOD #1
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  STANDARD
RENEWAL PAYOUT:       CASHED OUT


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 5




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

#2 - SUITE 102       , JVC LABORAORIES
BASE LEASE DATES:      10/1995 TO 9/1998
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          6,844
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     1.27/SF/MO

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE AMOUNT OF 364,480

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                    LENGTH     VACANT     SQ FT    MONTHS OF
         TERM  YEARS.MONTHS    MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
         ----  ------------    ------   --------   ---------   -----------  -----------
           <S>     <C>          <C>      <C>         <C>          <C>           <C>
            1       5.00         4        NONE        NONE         YES           YES
            2       5.00         4        NONE        NONE         YES           YES
            3       5.00         4        NONE        NONE         YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE BLDA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #1
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   STANDARD
RENEWAL PAYOUT:        CASHED OUT

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

# 3 - SUITE 105         CHIP EXPRESS
BASE LEASE DATES:      12/1994 TO 11/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           8,438
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT     -  2.44/SF/MO
CHANGING TO      -  2.51/SF/MO ON 2/1998

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF      900,000   

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


COMMISSIONS: NONE
ALTERATIONS: NONE







                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 6



SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                  LENGTH        VACANT     SQ FT    MONTHS OF
         TERM  YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
         ----  ------------     ------   --------   ---------   -----------   -----------
          <S>      <C>           <C>       <C>        <C>          <C>          <C>      
           1       5.00           4        NONE       NONE         YES           YES
           2       5.00           4        NONE       NONE         YES           YES
           3       5.00           4        NONE       NONE         YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #1
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: STANDARD
RENEWAL PAYOUT:     CASHED OUT

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

# 4 - SUITE 106           QUICK LOGIC
BASE LEASE DATES:         9/1992 TO 12/1996
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,076
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.50/SF/MO

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF 830,000

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                   LENGTH      VACANT    SQ FT     MONTHS OF
         TERM   YEARS-MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
         ----   ------------   ------   --------   ---------   -----------   -----------
          <S>      <C>           <C>     <C>         <C>          <C>           <C>
           1        5.00          4       NONE        NONE         YES           YES
           2        5.00          4       NONE        NONE         YES           YES
           3        5.00          4       NONE        NONE         YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


RENEWAL COMMISSIONS: STANDARD METHOD #1
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: STANDARD






                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 7



RENEWAL PAYOUT:          CASHED OUT

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

# 5 - SUITE 200          AUSPEX
BASE LEASE DATES:        4/1993 TO 3/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          32,724
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.94/SF/MO
CHANGING TO  -      1.27/SF/MO ON 9/1996

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                    LENGTH      VACANT     SO FT    MONTHS OF
          TERM   YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
          ----   ------------   ------   --------   ---------   -----------   -----------
           <S>      <C>           <C>     <C>         <C>        <C>            <C>
            1        5.00          4       NONE        NONE        YES           YES
            2        5.00          4       NONE        NONE        YES           YES
            3        5.00          4       NONE        NONE        YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:  STANDARD METHOD #1
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  STANDARD
RENEWAL PAYOUT:       CASHED OUT

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

# 6 - SUITE 100          QUICK LOGIC
BASE LEASE DATES:        9/1992 TO 12/1996
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,921
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     1.25/SF/MO

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


AND A BASE AMOUNT OF    830,000
COMMISSIONS: NONE
ALTERATIONS: NONE





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 8



SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                    LENGTH        VACANT     SQ FT    MONTHS OF
          TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
          ----   ------------     ------   --------   ---------   -----------    -----------
           <S>       <C>           <C>      <C>         <C>           <C>          <C>       
            1        5.00           4        NONE        NONE         YES           YES
            2        5.00           4        NONE        NONE         YES           YES
            3        5.00           4        NONE        NONE         YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   STANDARD METHOD #1
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   STANDARD
RENEWAL PAYOUT:        CASHED OUT

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

#  7 - SUITE 101        TEST DRIVE
BASE LEASE DATES:       6/1993 TO 12/1996
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         4,310
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      1.65/SF/MO

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF 830,000

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                    LENGTH      VACANT   SQ FT     MONTHS OF
          TERM   YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
          ----   ------------   ------  --------   ---------   -----------    -----------
            <S>      <C>          <C>     <C>         <C>         <C>            <C>
            1        5.00         4       NONE        NONE         YES           YES
            2        5.00         4       NONE        NONE         YES           YES
            3        S.00         4       NONE        NONE         YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


RENEWAL COMMISSIONS:  STANDARD METHOD #1
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  STANDARD






                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 9


RENEWAL PAYOUT:         CASHED OUT

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

# 8 - SUITE 200          INFOTEC
BASE LEASE DATES:        2/1994 TO 2/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          12,196
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      1.32/SF/MO
CHANGING TO  -      1.35/SF/MO ON 2/1997

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF 860,000

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
                  LENGTH        VACANT     SQ FT    MONTHS OF
         TERM   YEARS.MONTHS    MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
         ----   ------------    ------   --------   ---------   -----------   -----------
          <S>      <C>            <C>     <C>         <C>          <C>           <C>
          1        5.00           4       NONE        NONE         YES           YES
          2        5.00           4       NONE        NONE         YES           YES
          3        5.00           4       NONE        NONE         YES           YES
</TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #1
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   STANDARD
RENEWAL PAYOUT:        CASHED OUT

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

# 9 - SUITE 202         MINERVA
BASE LEASE DATES:       1/1994 TO 8/1996
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         12,873
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    1.45/SF/MO

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE   
WITH NO CAP

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


AND A BASE AMOUNT OF    860,000
COMMISSIONS: NONE
ALTERATIONS: NONE





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                         PAGE 10


         SPECULATIVE RENEWALS:
<TABLE>
<CAPTION>

                  LENGTH       VACANT     S~Q FT  MONTHS OF
         TERM  YEARS.MONTHS    MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
         ----  ------------    ------   --------  ---------   -----------   -----------
           <S>     <C>          <C>      <C>         <C>         <C>            <C>    
           1       5.00          4        NONE       NONE         YES           YES
           2       5.00          4        NONE       NONE         YES           YES
  </TABLE>

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #1
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: STANDARD
RENEWAL PAYOUT:      CASHED OUT


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

Industrial Market
Business Parks, Other Industrial and Manufacturing

<TABLE>
<CAPTION>
====================================================================================================================================
                                 Capitalization Rates                                       Growth Rate                 Typical
                            ------------------------------        Internal        --------------------------------     Projection
                               Going In         Terminal       Rate of Return        Income           Expenses        Period (Year)
                            Low      High     Low     High      Low     High      Low      High     Low       High    Low      High
====================================================================================================================================
<S>                        <C>      <C>      <C>     <C>       <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>
Class A - Leased Asset      8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    11.0     11.0
                            9.5%     9.5%    10.0%   10.0%     12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
                            8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    10.0     10.0
                            9.0%     9.0%                      12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Response Average (%)         4        4        3       3         4        4         4        4        4         4        4        4
                            8.9%     9.4%     9.7%   10.7%     11.5%    11.5%     3.3%     4.0%     3.3%      4.0%     8.8     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                            8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    11.0     11.0
                           10.0%    10.0%    10.5%   10.5%     12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
                            8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    10.0     10.0
                           10.0%    10.0%                      12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses Average (%)        4        4        3       3         4        4         4        4        4         4       4        4
                            9.3%     9.8%     9.8%   10.8%     11.5%    11.5%     3.3%     4.0%     3.3%      4.0%     8.8     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                           10.0%    11.0%    10.0%   11.0%     16.0%    20.0%     4.0%     4.0%     3.0%      3.0%     5.0      5.0
                            8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    11.0     11.0
                           10.0%    10.0%    10.5%   10.5%     12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
                            8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    11.0     11.0
                           10.0%    10.0%                      12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses Average (%)        5        5        4       4         5        5         5        5        5         5        5        5
                            9.4%     10.0%    9.9%   10.9%     12.4%    13.2%     3.4%     4.0%     3.2%      3.8%     8.2      9.4
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                           10.0%    11.0%    10.0%   11.0%     16.0%    20.0%     4.0%     4.0%     3.0%      3.0%     5.0      5.0
                            8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    11.0     11.0
                           10.5%    10.5%    11.0%   11.0%     12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
                            8.5%     9.5%     9.5%   11.0%     11.0%    11.0%     3.5%     4.0%     3.5%      4.0%    11.0     11.0
                           10.5%    10.5%                      12.0%    12.0%     3.0%     4.0%     3.0%      4.0%     7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses Average (%)        5        5        4       4         5        5         5        5        5         5        5        5
                            9.6%    10.2%    10.0%   11.0%     12.4%    13.2%     3.4%     4.0%     3.2%      3.8%     8.2      9.4
- ------------------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
Total Responses              18       18       14      14        18       18        18       18       18        18      18      18
Weighted Average (%)        9.3%     9.8%     9.8%    10.8%     12.0%    12.4%     3.3%     4.0%     3.2%      3.9%     8.5     9.8
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


- --------------------------------------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                            National Investor Survey-Summer 1996

REAL ESTATE OUTLOOK
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               QUALIFICATIONS OF APPRAISER
================================================================================
                                                            Rob D. Perrino

Professional Affiliations

     Certified General Real Estate Appraiser, State of California, #AGO02595

     MAI Candidate, Appraisal Institute, #M90-1530

     Broker License, State of California, #01034857

Real Estate Experience

     Appraiser, Cushman & Wakefield Valuation Advisory Services, San Jose,
     California

     Division is responsible for the appraisal and consulting function of
     Cushman & Wakefield of California, Inc., a national full service real
     estate organization.

Education

     University of Southern California, Los Angeles, CA
     Bachelor of Science in Economics

     Completed Appraisal Institute Coursework:

     No.  1A-1    -  Real Estate Appraisal Principles
     No.  1 A-2   -  Basic Valuation Procedures
     No.  1 B-A   -  Capitalization Theory & Techniques, Part A
     No.  1 B-B   -  Capitalization Theory & Techniques, Part B
     No.  2-1     -  Case Studies
     No.  2-2     -  Valuation Analysis and Report Writing
     No.  2-3     -  Standards of Professional Practices


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

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                QUALIFICATIONS OF APPRAISER
================================================================================
                                                     Kenneth E. Matlin, MAI

Association Membership

     Member Appraisal Institute (MAI No. 8397) Senior Residential Appraiser
     Senior Member, American Society of Real Estate Appraisers - Past President
       of San Jose Chapter
     Brokers License - State of California
     Certified - General, Certificate Number AGO02022
     Kenneth E. Matlin has completed the requirements of the continuing
     education programs of the Appraisal Institute and the American Society of
     Appraisers

Real Estate Experience

     Director and Manager, Cushman & Wakefield Valuation Advisory Services, San
     Jose and San Francisco Divisions. San Jose and San Francisco Divisions are
     responsible for the appraisal and consulting function of Cushman &
     Wakefield of California, Inc., a national full service real estate
     organization.

     Regional Chief Appraiser, California First Bank, San Jose, California,
     between 1974 and 1983.

Education

     California State University of San Diego, California
     Bachelor of Science Degree - Major: Real Estate, Minor: 
       Political Science (1973)

     American Institute of Real Estate Appraisers:

        No.  1-Al     ~-  Real Estate Appraisal Principles (6-86)
        No.  1 -A2    ~-  Basic Valuation Procedures (3-87)
        No.  1 -BA    ~-  Capitalization Theory & Techniques, Part A (9-87)
        No.  1 -BB    ~-  Capitalization Theory & Techniques, Part B (9-87)
        No.  2-1      ~-  Case Studies (3-87)
        No.  2-2      ~-  Valuation Analysis and Reporting Writing (10-86)
        No.  2-3      ~-  Standard of Professional Practice (6-86)
        No. 410       ~-  USPAP
        No.  420      ~-  Standards of Professional Practice 11-93)
        No.  510      ~-  Advanced Capitalization Theory (7-93)

     Society of Real Estate Appraisers:

        No. 101       ~- Introduction to Appraising Real Property (8-76)
        No.  201      ~- Principles of Income Property Appraising (6-75)
        No.  202      ~- Case Problems (6-83)
        No.  R-2      ~- Single Family Report Exam (2-77)


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

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                 Qualification of Appraiser
================================================================================

                                                     Kenneth E. Matlin, MAI

Litigation Experience

     Qualified as expert witness Santa Clara County Superior Court
     Qualified as expert witness Alameda County Superior Court
     Qualified as expert witness Federal Bankruptcy Court







================================================================================
 
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                        Bennett Park

Location:                             The subject property is located along the
                                      northwest coner of Great America Parkway
                                      and Bunker Hill Lane within the Marriott
                                      Business Park.  The street address is 5200
                                      Great America Parkway and 2903 and 2933
                                      Bunker Hill Lane, Santa Clara, Santa Clara
                                      County, California.

Assessor's Parcel Number:             104-49-018

Interest Appraised:                   Leased fee estate

Date of Value:                        July 26, 1996

Date of Inspection:                   July 26, 1996

Ownership:                            WHC-Six Real Estate Limited Partnership


Land Area:                            9.54 acres or 415,698 square feet

1995-96 Property Assessment
    Land:                             $ 5,400,000
    Building:                         $11,000,000
                                      -----------
      Total:                          $16,400,000

1995-96 Ad Valorem Taxes:             $189,638.26

Zoning:                               ML, Light Industrial

Highest and Best Use
    If Vacant:                        Office/research and development building

    As Improved:                      Office/research and development building
                                      (existing use)

Improvements
    Type:                             Three, two-story, concrete with stucco and
                                      brick,  office/research and development
                                      complex.

    Year Built:                       1983

    Size
       Gross Building Area:           227,800 square feet
       Net Rentable Office Area:      227,800 square feet


================================================================================
 
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

Cushman & Wakefield, Inc.                                        Cushman &      
51 West 52nd Street                                             Wakefield(R)    
New York, NY 10019-6178                                     Improving your place
(212) 841-7500                                                 in the world.    

                                           November 20, 1996

Mr. Mark D. Ettenger
Vice President
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

                                           Re:    Update Appraisal
                                                  Cadillac Fairview Portfolio
                                                  (Herein "Portfolio")

Dear Mark:

      In accordance with our Letter of Engagement, Cushman & Wakefield is
pleased to provide our updated appraisal of the above captioned portfolio which
is more completely described in the attached Exhibit A.

      Specifically, we are providing a value estimate for the portfolio based
upon changes to the property which have occurred from the date of our prior
appraisals (dated April through June 1996, herein "Original Appraisals") for the
portfolio through November 20, 1996. Based upon our original appraisals, the
portfolio had an aggregate market value of $416.0 million.

      As specified in the Letter of Engagement, the value opinions reported
herein as of our current date of value are qualified by certain assumptions,
limiting conditions, certifications, and definitions which are set forth within
the accompanying text. It is also specifically stated that our conclusions are
the results of a limited appraisal process which incorporate our original,
self-contained complete appraisal reports by reference. It is understood that
this update report should only be relied upon by someone familiar with the
original appraisals.

      This Update Appraisal ("Update") has been prepared in accordance with the
Uniform Standards of Professional Appraisal Practice (USPAP).

Purpose of this Update Appraisal

      This Update Report is being prepared for Goldman Sachs Mortgage Company in
connection with the underwriting of a proposed financing to Cadillac Fairview
U.S. Inc. (the client to which our Original Appraisals are addressed) which will
be secured by the Portfolio as collateral.

Intended Use of this Update Appraisal

      We agree that participants to this financing may rely on this update
appraisal provided they have full and unrestricted access to our Original
Appraisals.
<PAGE>

Cushman & Wakefield, Inc.

Mr. Mark D. Ettenger
Goldman Sachs Mortgage Company           -2-                   November 20, 1996


      We understand that the Update will be used, and consent to its use, in
connection with one or more financings of the Portfolio (as well as the sale of
participations or securities representing interests in any such financings) and
we understand that the Update will be relied upon, and consent to reliance
thereon, by you, the borrower, the initial and subsequent holders from time to
time of any debt and/or debt securities secured directly or indirectly by the
Portfolio (provided that such holders are "Qualified Institutional Buyers"
("QIBS") as defined in Rule 144A ("Rule 144A" promulgated under the Securities
Act of 1933, as amended), any indenture trustee, servicer or other agent acting
on behalf of such holders of such debt and/or debt securities, any credit rating
agencies and the provider(s) from time to time of any liquidity facility or
credit support for such financings, Goldman, Sachs & Co. and its affiliates and
all successors and assigns of any of the persons mentioned above.

      Further, with respect to offering materials used in a registered public
offering for investment grade rates securities, we hereby (a) consent to the
description of the Update and Original Appraisals, (b) agree that if the
Securities Exchange Commission ("SEC") shall request that Cushman & Wakefield
companies which prepared the reports be specifically identified in the offering
materials and/or that the appraisals be summarized in greater detail subject to
our review and approval in writing, which approval will not be unreasonably
withheld or delayed and/or that the appraisals and/or update be included in any
registration statement and/or that the Cushman & Wakefield companies which
prepared the Update and Original Appraisals be named as experts therein, we will
permit the same. You will afford to us a reasonable opportunity to discuss with
the SEC the need and/or appropriateness of any such request by the SEC.

      Notwithstanding the foregoing reference to QIBS, we further understand
that you may desire that offering materials used from time to time in connection
with the offer and sale of any such participations or securities contain
references to the Cushman & Wakefield companies, which prepared the Update and
Original Appraisals, and to the Update and Original Appraisals, including a
summary of the Update and Original Appraisals. With respect to such offering
materials, we hereby consent to the inclusion therein of such references and
summaries, subject to our right to approve, in writing (such approval not to be
unreasonably withheld or delayed), all such references prior to publication or
use of such materials. Further, you will have the right, with respect to any
references to, or summaries of the Update and Original Appraisals pursuant to
the above terms, to request the Cushman & Wakefield companies which prepared the
Update and Original Appraisals to certify you that references or summaries
represent fair and accurate references to, or summaries of the Update and
Original Appraisals and upon such request such Cushman & Wakefield companies
shall so certify (such certification not to be unreasonably withheld or
delayed).
<PAGE>

                                         EXHIBIT A - CADILLAC FAIRVIEW PORTFOLIO
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                            Owned       Original       Original         Nov. 13,
                                             Property         GLA (SF)     GLA (SF)     Date of         Value          1996 Value
Property Name/Location                         Type                                      Value        Conclusion       Conclusion
====================================================================================================================================
<S>                                      <C>                  <C>          <C>          <C>          <C>              <C>         
Northpark Mall                               2-Level          956,400      309,675      June-96      $ 85,000,000     $ 85,000,000
Ridgeland, MS                            Super-regional
- ------------------------------------------------------------------------------------------------------------------------------------
Galleria at White Plains                     4-Level          882,728      326,813       May-96      $100,000,000     $100,000,000
White Plains, NY                            Regional
- ------------------------------------------------------------------------------------------------------------------------------------
Dover Mall and Commons                    Single-Level                                  April-96     $ 59,500,000     $ 59,500,000
Dover, DE                                 Regional and        671,493/     418,013/
                                          Strip Center         51,976       51,976
- ------------------------------------------------------------------------------------------------------------------------------------
Golden East Crossing                      Single-Level        572,914      459,957      June-96      $ 39,000,000     $ 38,000,000
Rocky Mount, NC                            Regional
- ------------------------------------------------------------------------------------------------------------------------------------
The Esplanade Shopping Mall                 2-Level           910,555      413,015      April-96     $ 80,000,000     $ 80,000,000
Kenner,LA                                  Regional
- ------------------------------------------------------------------------------------------------------------------------------------
Market Square at North DeKalb Mall        Single-Level        630,830      358,878      April-96     $ 17,000,000     $ 15,900,000
DeKalb County, GA                          Regional
- ------------------------------------------------------------------------------------------------------------------------------------
Shannon Southpark Mall                    Single-Level        774,700      280,659      April-96     $ 35,500,000     $ 35,500,000
Union City, GA                             Regional
====================================================================================================================================
Total                                                       5,451,596    2,618,986                   $416,000,000     $413,900,00O
====================================================================================================================================
</TABLE>
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
- --------------------------------------------------------------------------------

"Appraisal" means the appraisal report and opinion of value stated therein, or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1.    This is an Update Appraisal intended to comply with the Uniform Standards
      of Professional Appraisal Practice. This appraisal incorporates our
      original, self-contained complete appraisal reports by reference.

2.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

3.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

4.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

5.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

6.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

7.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or
<PAGE>

                                             Assumptions and Limiting Conditions
- --------------------------------------------------------------------------------

      structures that render the Property more or less valuable (no
      responsibility is assumed for such conditions or for arranging for
      engineering studies that may be required to discover them); (c) full
      compliance with all applicable federal, state and local zoning and
      environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

8.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

9.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser assumes no responsibility for the authenticity or completeness
      of lease information provided by others. C&W recommends that legal advice
      be obtained regarding the interpretation of lease provisions and the
      contractual rights of parties.

10.   The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraisers best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

11.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

12.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the Property.
      C&W recommends that an expert in this field be employed.
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
- --------------------------------------------------------------------------------

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

1.    The properties have not been reinspected.

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

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

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

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    In addition to the undersigned, professional assistance has been provided
      by Robert Nardella, Luten Teate, MAI, and Jay Booth.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

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

9.    As of the date of this report, Richard W. Latella and Luten Teate have
      completed the requirements of the continuing education program of the
      Appraisal Institute.


      /s/ Richard W. Latella

      Richard W. Latella, MAI
      Senior Director
      Retail Valuation Group
<PAGE>

Cushman & Wakefield, Inc.

Mr. Mark D. Ettenger                                           November 20, 1996
Goldman Sachs Mortgage Company            -3-


Identification of the Property

      The property comprises a portfolio of seven regional malls and one
adjacent strip center more completely described in the attached Exhibit A. At
the time of our original appraisal, the portfolio had a total GLA of
approximately 5,451,600 square feet of which approximately 2,619,000 square
feet were owned by Cadillac Fairview and the balance (generally comprised of
department stores) were under separate ownership.

Extent of the Appraisal Process

      In the process of preparing this update appraisal, we:

      o     Did not reinspect the property, having relied upon our most recent
            inspections performed over the course of the last seven months;

      o     Interviewed representatives of ownership, including Cadillac
            Fairview personnel as well as the on-site managers;

      o     Reviewed an update of leasing activity, including lease status
            reports, tenants concessions, tenant built-out allowances and
            history of recent rental rates and occupancy with company and mail
            personnel;

      o     Reviewed a revised income and expense budget forecast for 1996;

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing retail properties, including
            interviews with on-site managers and a review of our own data base
            from pervious appraisal files;

      o     Conducted market inquires into recent sales of similar retail
            centers to ascertain sale prices per square foot, effective gross
            income multipliers, and capitalization rates;

      o     Made inquiries into the trading area for the mall as well as the
            local economy for changes since our original appraisal;

      o     Reviewed the most recent reports on tenant sales activity at each
            center;

      o     Reviewed current surveys for each property and reconciled
            differences in reported land area to our satisfaction; and

      o     Reconciled any differences in value from our original appraisal
            through November 20, 1996, the effective date of value for this
            update appraisal.
<PAGE>

Cushman & Wakefield, Inc.

Mr. Mark D. Ettenger
Goldman Sachs Mortgage Company          -4-                    November 20, 1996


Changes to the Property/Market

      As outlined in the Extent of the Appraisal Process, we have reconciled
changes to the property and the market as defined herein. Based upon our review
of the current data available for each asset, a few changes are noteworthy. It
became apparent during our review of Market Square, that some of the leasing we
had anticipated had not come to fruition. As such, occupancy had decreased below
where it was at the time of our last appraisal and sales had slipped slightly.
For these reasons, we have concluded a change in value.

      We have also been provided with current surveys for the properties which
resulted in some minor differences in land size as compared to our original
appraisal. With the exception of Golden East Crossing, we have determined that
there has been no significant impact on value because of these differences. In
our original appraisal of Golden East Crossing, we had valued three outparcels.
It has since been determined that these outparcels are not part of the
collateral and should be excluded. As such, this would result in a concurrent
reduction in value for this property. Based upon our review of the data, we are
of the conclusion that there has been no other significant changes to the
portfolio.

Highest and Best Use

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      Based upon our review of each asset, we are of the opinion that the
highest and best use is for continued retail occupancy.

Valuation Process

      Our review of the data has led us to conclude that there is a change in
value with respect to Market Square. In this instance we have relied principally
upon the Income Capitalization Approach. Through the process of updating our
projections and forecasts, we have determined that the market value of Market
Square is $15,900,000, a reduction of $1,100,000 from our conclusion of
$17,000,000 in the Original Appraisal. In addition, since it has been determined
that the outparcels at Golden East Crossing are not a part of the collateral, we
have cause to reduce our value conclusion from $39,000,000 to $38,000,000 in
this update appraisal.
<PAGE>

Cushman & Wakefield, Inc.

Mr. Mark D. Ettenger
Goldman Sachs Mortgage Company        -5-                      November 20, 1996


      In view of the above, we are of the opinion that the market value of the
individual portfolio properties totals $413,900,000, as of November 20, 1996,
our current date of value. The attached schedule summarizes our final
conclusions for the portfolio.

                                              Sincerely,
                                              Cushman & Wakefield


                                              /s/ Richard W. Latella

                                              Richard W. Latella, MAI
                                              Senior Director
                                              Retail Valuation Group

RWL:emf




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

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

                                 COMPLETE APPRAISAL
                                 OF REAL PROPERTY
                                 
                                 Campus Point
                                 1880 Campus Commons Drive
                                 Reston, Fairfax County, Virginia
                                 
                                 ===============================================

                                 IN A SELF-CONTAINED REPORT 
                                 As of July 1, 1997 
                                 
                                 Prepared For:
                                 
                                 Goldman Sachs Mortgage Company
                                 85 Broad Street
                                 New York, New York 10004
                                 
                                 Prepared By:
                                 
                                 Cushman & Wakefield of Washington, D.C., Inc.
                                 Valuation Advisory Services
                                 1875 Eye Street, NW
                                 Suite 700
                                 Washington, D.C. 20006
<PAGE>

Cushman & Wakefield of Washington, D.C., Inc.                CUSHMAN &
1875 Eye Street, N.W., Suite 700                            WAKEFIELD(R)
Washington, D.C. 20006                               A ROCKEFELLER GROUP COMPANY
(202) 467-0600

June 18, 1997

Mr.  Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

RE: Complete Appraisal of Real Property
    Campus Point
    1880 Campus Commons Drive
    Reston, Fairfax County, Virginia

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Washington, D.C., Inc. is pleased to transmit our
appraisal report estimating the market value of the leased fee estate in the
referenced real property.

      As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for the specified use of the Client. It may not be distributed to
or relied upon by other persons or entities without the written permission of
the Cushman & Wakefield of Washington, D.C., Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected and the report prepared by Kelly J. Small under
the supervision of Donald R. Morris, MAI.

      As a result of our analysis, we estimate the market value of the leased
fee estate in the referenced property and subject to the assumptions, limiting
conditions, certifications and definitions set forth herein, as of July 1, 1997,
to be:

               TWENTY THREE MILLION THREE HUNDRED THOUSAND DOLLARS
                                   $23,300,000
<PAGE>

Mr. Sheridan Schechner
June 18, 1997                                                Page 2

      Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal, whereas exposure time is presumed
to precede the effective date of appraisal. The estimate of marketing time uses
some of the same data analyzed in the process of estimating the reasonable
exposure time and is not intended to be a prediction of a date of sale.

      Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would be about 12 months.

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF WASHINGTON, D.C. INC.


/s/ Kelly J. Small
Kelly J. Small
Appraiser
Valuation Advisory Services


/s/ Donald Morris
Donald R. Morris, MAI
Manager, Director
Valuation Advisory Services
State of Virginia Certified General Appraiser No. 4001-002465

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

                            COMMONWEALTH OF VIRGINIA

                                Donald R. Morris
                                No. 4001-002465

                               Certified General
                                  Real Estate
                                   Appraiser

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

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                                Campus Point

Location:                                     1880 Campus Common Drive

General Overview:                             This is modern two-story office 
                                              building built in 1985 on a 10.5
                                              acre site.  The building contains
                                              172,448 net rentable square feet
                                              of building area with surface
                                              parking for 648 vehicles.  On the
                                              effective date of appraisal, the
                                              entire building was leased to a
                                              single tenant..

Interest Appraised:                           Leased fee estate

Date of Value:                                July 1, 1997

Date of Inspection:                           June 15, 1997

Ownership:                                    R, F & P Land I, Inc.

Highest and Best Use:                         Office development, as market 
                                              conditions permit

Value Indicators
  Sales Comparison Approach:                  $23,300,000 to $23,600,000 
                                              (rounded)
     Value Per Square Foot:                   $135 to $137
  Indicated Value:                            $23,500,000

  Income Capitalization Approach
     Estimated Market Rental Rate:            $15.00 SF, Triple Net
     Stabilized Vacancy Rate:                 4.5%
     Effective Gross Income:                  $2,919,065
     Operating Expenses                       $579,820
     Real Estate Taxes:                       $226,531
     Net Operating Income:                    $2,339,245
     Estimated Vacancy Between Tenants        9 months
     Free Rent:                               None
     Probability of Renewal:                  60%
     Tenant Improvement Allowance
       Shell Space:                           N/A
       New Tenants in Previously
         Occupied Space                       $10.00 per square foot
       Renewal Tenants in Same Space:         $5.00 per square foot
     Estimated Market Rental Growth Rate      3.5%
     Estimated Expense Growth Rate:           3.5%
     Estimated Real Estate Tax Growth Rate:   3.5%
     Reversion Year Capitalization Rate       10.0%
     Transaction Costs in Reversion Sale:     3.0%


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary Of Salient Facts And Conclusions
================================================================================

          Discount Rate:                       12.0%
       Indicated Value:                        $23,300,000

     Value Conclusion:                         $23,300,000
       Value Per Square Foot:                  $135.11 (Net Rentable Area)
       Implicit Capitalization Rate:           10.0%

     Special Assumptions Affecting Valuation:

      1.    Please refer to the complete list of assumptions and limiting
            conditions included at the end of this report.


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                           Front View of the Subject


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                              Rear view of Subject
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                    Looking East Along Campus Commons Drive


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                    Looking West Along Campus Commons Drive
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ................................................................ 1
       Identification of Property ........................................... 1
       Property Ownership and Recent History ................................ 1
       Purpose and Function of Appraisal .................................... 1
       Extent of the Appraisal Process ...................................... 1
       Date of Value and Property Inspection ................................ 1
       Property Rights Appraised ............................................ 1
       Definitions of Value, Interest Appraised, 
          and Other Pertinent Terms ......................................... 2
       Legal Description .................................................... 3

REGIONAL ANALYSIS ........................................................... 4

NEIGHBORHOOD ANALYSIS ...................................................... 19

OFFICE MARKET ANALYSIS ..................................................... 24

PROPERTY DESCRIPTION ....................................................... 35
       Site Description .................................................... 35
       Improvements Description ............................................ 36

REAL ESTATE TAXES AND ASSESSMENTS .......................................... 39

ZONING ..................................................................... 41

HIGHEST AND BEST USE ANALYSIS .............................................. 43

VALUATION PROCESS .......................................................... 45

SALES COMPARISON APPROACH .................................................. 46

INCOME APPROACH ............................................................ 51

RECONCILIATION AND FINAL VALUE ESTIMATE .................................... 64

ASSUMPTIONS AND LIMITING CONDITIONS ........................................ 66

CERTIFICATION OF APPRAISAL ................................................. 68

ADDENDA .................................................................... 69
<PAGE>

                                                                    Introduction
================================================================================

Identification of Property

      The subject property is a two-story office building known as Campus Point
which is located at 1880 Campus Commons Drive in Reston, Fairfax County,
Virginia. The building contains 174,448 square feet and is situated on a 10.5
acre parcel. The building is modern in appearance and functional in design. As
of the date of inspection, the property was 100 percent occupied by a single
tenant (Bell Atlantic).

Property Ownership and Recent History

      The property is owned by RF&P Land I, Inc., who acquired the site in
December 1994 for $20,268,000 from CDCC Associates Limited Partnership. At the
time of sale, the property was full leased to the current tenant (Bell Atlantic)
at a rental rate of $13.25 per square foot, triple net. Since 1994, the office
market in Northern Virginia has improved significantly, with increasing rents
and decreasing vacancy, as will be depicted in the Office Market Analysis
section. Thus, the difference between the price paid for the property and our
value conclusion is attributable to improving market conditions. It is our
understanding that this property, along with a much larger portfolio, is being
transferred for securitization purposes. We were not provided with any details
on this pending transaction.

Purpose and Function of Appraisal

      The purpose of the appraisal is to estimate the market value of the leased
fee estate. The appraisal is to be used to monitor the performance of a
portfolio asset.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      |_|   Inspected the exterior of the building and the site improvements and
            a representative sample of tenant spaces with property management.

      |_|   Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            manager.

      |_|   Reviewed a detailed history of income and expense and a budget
            forecast for 1997.

      |_|   Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files.

      |_|   Prepared an estimate of stabilized income and expense (for
            capitalization purposes).

      |_|   Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.)

      |_|   prepared the Sales Comparison and Income Approaches to value.

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


                                      -1-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on June 18,
1997.

Property Rights Appraised

      The rights being valued are the leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

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

            (1)   Buyer and seller are typically motivated;
            (2)   Both parties are well informed or well advised, and acting in
                  what they consider their own best interests;
            (3)   A reasonable time is allowed for exposure in the open market;
            (4)   Payment is made in terms of cash in U.S. dollars or in terms
                  of financial arrangements comparable thereto; and
            (5)   The price represents the normal consideration for the property
                  sold unaffected by special or creative financing or sales
                  concessions granted by anyone associated with the sale.

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market." Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

      Based on the improved sales data presented in this document, coupled with
      our conversations with local property owners, brokers and management
      firms, we have estimated the appropriate exposure time would have been 12
      months for the property.

      Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
      real property interest at the appraised value. Marketing time is presumed
      to start on the effective date of the appraisal. Marketing time is
      subsequent to the effective date of the appraisal and exposure time is
      presumed to precede the effective date of the appraisal. The estimate of
      marketing time uses some of the same data analyzed in the process of
      estimating reasonable exposure time and it is not intended to be a
      prediction of a date of sale. We estimated marketing time to be
      approximately 12 months.

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<PAGE>

                                                                    Introduction
================================================================================

      Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

      Leased Fee Estate

      An ownership interest held by a landlord with the right of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Leasehold Estate

      The right to use and occupy real estate for a stated term and under
      certain conditions; conveyed by a lease.

      Market Rent

      The rental income that a property would most probably command on the open
      market; indicated by the current rents paid and asked for comparable space
      as of the date of the appraisal.

      Cash Equivalent

      A price expressed in terms of cash, as distinguished from a price
      expressed totally or partly in terms of the face amounts of notes or other
      securities that cannot be sold at their face amounts.

      Discounted Cash Flow (DCF) Analysis

      The procedure in which a discount rate is applied to a set of projected
      income streams and a reversion. The analyst specifies the quantity,
      variability, timing and duration of the income streams as well as the
      quantity and timing of the reversion and discounts each to its present
      values at a specified yield rate. DCF analysis can be applied with any
      yield capitalization rate and may be performed on either a lease-by-lease
      or aggregate basis.

      Legal Description

      The subject is identified as parcel 26-2-01-0009-D among the land records
      of Fairfax County, Virginia. We were not provided with a metes and bounds
      description of the site.

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                                       -3-
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<PAGE>

                                                               Regional Analysis
================================================================================

Introduction

      The real estate market is affected by a range of supply and demand
factors. As examples, the growth trends in population and the number of
households affect the general demand for housing, offices, shopping centers,
warehouses; the employment opportunities and unemployment levels influence the
ability or desire to buy or rent and the quality/cost of the facilities sought;
demographics influence the types of units demanded; and general economic
conditions affect the attitudes of the populace towards the future.

      The following analysis will review each of the major factors affecting the
supply and demand for real estate in the metropolitan area. The discussion is
organized to provide the reader with an overview of the area's geographic scope
and facilities infrastructure, followed by discussions of the key economic
factors affecting supply and demand under the following headings:

            o     Background
            o     Area Definition
            o     Infrastructure
            o     Population
            o     Employment and The Economy
            o     Household Demographics
            o     Recent Trends

Background

      Washington, D.C. is unique among American cities. As our nation's capital,
it serves as a focal point for our country both politically and economically. In
the role as host city for a major world power, it attracts people from all over
the world. Washington has been dubbed a "recession proof" city in that it is
insulated, as some have argued, from the full effects of economic ups and downs
by the stabilizing influence of the federal government as the area's biggest
employer. From the 1950s through the 1980s, the size of government continually
increased, which brought about an increase in government employment and
population in the Washington area.

Area Definition

      The metropolitan Washington area is all of the Washington Metropolitan
Statistical Area (MSA) as defined by the U.S. Department of Commerce, Bureau of
the Census, as of June 1983. The Washington MSA includes: District of Columbia;
the Maryland Counties of Calvert, Charles, Frederick, Montgomery and Prince
George's; the Virginia Counties of Arlington, Fairfax, Loudoun, Prince William
and Stafford; and the Virginia independent Cities of Alexandria, Fairfax, Falls
Church, Manassas, and Manassas Park. Prior to the 1983 redefinition of the
Washington MSA, the Maryland counties of Calvert and Frederick and the Virginia
county of Stafford were excluded. The addition of these counties enlarged the
metropolitan area from approximately 2,800 square miles to 3,956 square miles.
Please refer to the Washington MSA map on the following page.

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                                                     VALUATION ADVISORY SERVICES
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                               [GRAPHIC OMITTED]
                                     [MAP]


                                                              CUSHMAN &
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<PAGE>

                                                               Regional Analysis
================================================================================

      Effective December 31, 1992, the Department of Commerce created a new
Washington-Baltimore-DC-MD-VA-WV CMSA (consolidated metropolitan statistical
area) that includes the primary Washington, D.C. and Baltimore MSAs, plus a new
Hagerstown MSA and nine additional counties in Virginia and West Virginia. The
expanded market was created to reflect the area's household and employment
patterns and is highly touted by economic development agencies. The current
Washington, D.C. metropolitan area is the appropriate focus for this analysis,
however, since the pertinent market is more localized.

      The population, housing and employment characteristics of the region are
best defined by starting at the area's central jurisdictions: the District of
Columbia, Arlington County, and the City of Alexandria; then moving outward to
the first suburban tier of counties: Fairfax County, City of Fairfax, City of
Falls Church, Prince George's County, and Montgomery County; and thence to the
outer tier of suburbs: Loudoun County, Prince William County, Manassas and
Manassas Park, Frederick County, Calvert County, Charles County, and Stafford
County.

Infrastructure

Transportation

      The Capital Beltway (I-495) is one of the most important factors driving
development in the Washington area. It has tied the Maryland and Virginia
suburbs together and significantly influenced real estate investment patterns.
One of the primary results has been a steady rise in land prices in the vicinity
of the Beltway. Apartments, light industrial facilities, distribution
warehouses, and shopping centers have gone up wherever the Beltway crosses other
major highways. Interestingly, closer-in sites have often been by-passed in
favor of locations adjacent to the Beltway.

      In addition to the Beltway, Washington is connected to I-95, the major
north-south interstate highway that extends most of the length of the Atlantic
coast, and I-66, an east-west highway that begins in Washington, D.C. and
connects westward to other interstate highways in Virginia and West Virginia.

      The Washington Metropolitan Area Transit Authority (WMATA) provides
transit service in Maryland, the District of Columbia, and Virginia, including
both rapid rail and bus transportation. The rapid rail network, referred to as
MetroRail, will cover 103 miles with 86 stations in D.C., suburban Maryland and
Virginia when completed in the late 1990s. The construction of MetroRail has had
a major impact on land values around the stations and has spurred dramatic new
development, both in downtown Washington and in suburban areas. Major new office
and mixed use projects have been built around the Metro stops. In particular,
portions of downtown Washington and Arlington County have experienced an
economic revitalization due to the opening of MetroRail. Apartment projects
often market themselves as being close to MetroRail stations and typically
command rents at the high end of the market and achieve higher occupancies as a
result. The same could be said for various primary employment centers and major
retail facilities.

      In terms of air transportation, the Washington area is served by three
major airports: Washington National, Baltimore/Washington International and
Washington Dulles International. Washington National, located in Arlington
County, is located four and one-

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                                                               Regional Analysis
================================================================================

half miles from the U.S. Capitol, and transports over 16 million passengers per
year. The airport was built in the 1940s and is currently undergoing major
renovations and expansion, which primarily includes a new terminal building and
improved parking.

      Washington Dulles International Airport is bisected by the Loudoun County,
Fairfax County line and lies in the western part of the MSA. The Dulles Access
Road provides quick access to the airport, along with the Capital Beltway
(I-495) which connects Fairfax County to the Washington metropolitan area. The
Dulles Toll Road is a commuter road bordering the Dulles Access Road that is
being studied for expansion and extension to Leesburg (Route 15) and past
Dulles Airport.

      Opened in 1962, Dulles Airport has been an important factor in the growth
of the regional economy of Northern Virginia. In 1985, it became the fastest
growing airport in the United States. Currently 19 airlines service the airport
with 500 daily departures serving 30,000 passengers. Three major airlines have
established regional hubs here including United Airlines, Continental, and Delta
Airlines. Further, international carriers including Air France, British Airways,
All Nippon Airways, TWA, Lufthansa and Swiss Air.

      The Baltimore/Washington International Airport (BWI) is located in the
southern portion of the Baltimore MSA in Anne Arundel County, ten miles from
downtown Baltimore, and 30 miles from Washington, D.C. This airport hosts 18
passenger airlines that provide direct air service to 135 cities in the United
States and Canada. BWI also provides service to air-freight carriers with its 
110,000 square foot air cargo complex. When compared with Dulles and Washington
National Airport, BWI services 28 percent of commercial passengers, 38 percent
of commercial operations and 57 percent of freight customers. BWI has spawned
the development of 15 new business parks and several hotels, has created nearly
10,000 jobs, and has generated a state-wide economic impact of $1.7 billion in
the form of business sales made, goods and services purchased, and wages and
taxes paid.

Government Services and Structures

      The Washington, D.C. metropolitan area contains fourteen different
municipal jurisdictions, including the District of Columbia, ten counties and
three cities in two states. Local governments provide typical municipal services
found in a major metropolitan area, including welfare and social services,
refuse collection, emergency services, public education, and a variety of
regulatory functions. Each municipality has its own zoning ordinance and
governmental structure.

      In addition to the local governments, the District of Columbia is the
headquarters for the federal government. Major federal agencies are located
throughout the District of Columbia and many of the surrounding suburbs. The
support functions for many agencies have been relocated to the less expensive
suburbs.

      The area is also served by several cross-jurisdictional agencies. These
include the Maryland National-Capital Park and Planning Commission (MNCPPC)
which provides planning and zoning coordination to the Maryland suburbs. The
Washington Metropolitan Area Transit Authority (WMATA), which was referred to
earlier, is the regional public

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                                                               Regional Analysis
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transit authority. The Metropolitan Washington Council of Governments performs
studies on metropolitan economic and business issues and promotes the region to
outsiders.

Public and Private Amenities

      As the nation's capital, the District of Columbia houses many national
museums, monuments, and institutions that attract visitors to the area from
around the world. Washington, D.C. is one of the leading tourist destinations
for domestic travelers and foreign visitors to the United States.

      In addition, the metropolitan area is a strong supporter of the performing
arts. The Kennedy Center is the area's main stage for plays, opera, and symphony
presentations, but there are indoor and outdoor stages and theaters in all of
the adjacent jurisdictions. Professional athletics are played at RFK Stadium
(football) in southeast Washington, D.C. and the U.S. Air Arena (basketball and
hockey) in Landover, Maryland. Baseball is played at Oriole Park at Camden Yard
in Baltimore.

      The region also offers numerous private and public golf courses, municipal
parks, and bicycle and jogging trails. One unique feature of the region's
outdoor attractions is the C&O Canal. The canal is maintained as a national
park and follows the Maryland side of the Potomac River between Georgetown in
northwest Washington, D.C. and Cumberland, Maryland. The Potomac River is an
active recreational area for fishing and various kinds of boating.

      The public and private primary schools in the region include many with
national standing. The school districts face the typical challenges encountered
in urban centers with mixes of high and low income neighborhoods and growing
immigrant populations without English language skills. On average, the suburban
school districts tend to be better funded than those in the District of
Columbia.

      With respect to higher education, the region has a network of nationally
recognized universities and regional and community colleges, including George
Washington University, Georgetown University, American University, the
University of Maryland, Howard University, Gallaudet University, The University
of the District of Columbia, Catholic University, George Mason University, and
Trinity College.

      In review, the metropolitan area has a well established infrastructure of
roadways, light rail and bus systems, airports, attractive business and
residential neighborhoods, and many quality of life features that continue to
make Washington, D.C. a desirable place to work and live. There are continuing
efforts by municipal agencies to improve public transportation, especially the
commuter rail system, so as to ease road congestion and lessen air pollution.
The District of Columbia and nearby suburban office concentrations remain the
area's primary business destinations. Thus, improvement of the public
transportation system to facilitate wider access to the District and, more
importantly, connecting the suburban business centers is essential for long-term
growth.

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                                                               Regional Analysis
================================================================================

Population

      This section will examine the population size and age trends for the
metropolitan area. Employment, income, and household related demographics will
be reviewed separately.

      According to Market Statistics' 1995 Demographics USA, the Washington,
D.C. MSA ranks fifth in the nation in terms of total population. The Washington
area increased in population by 20.7 percent between 1980 and 1990, or an
average annual rate of 2.1 percent. The rate of growth has slowed somewhat with
the population change between 1990 and 1994 having decreased to 1.4 percent.
Nonetheless, population growth in the region during the 1980s far exceeded the
growth during the 1970s, when the region grew by an average of only 21,000
persons per year. During the 1980s, the region had an average growth of roughly
67,000 persons per year.

      Interestingly, however, while there was an overall increase in population,
this increase was by no means uniform within the component jurisdictions of the
Washington MSA. The 1980s saw a shift in population from the inner-city and
close-in suburbs to the more remote suburban areas. The District of Columbia was
the big loser during this period with an average annual decline of 0.5 percent.
The annual rate of decline grew to 1.5 percent by 1994.

      In contrast, the inner suburbs had an annual average growth rate of 2.5
percent during the 1980s, with both Fairfax County, Virginia, and Montgomery
County, Maryland having growth rates of 3.7 percent and 3.1 percent,
respectively. Both counties were the main suburban benefactors of commercial
office and retail development for this period and population increases were
primarily concentrated in the outer portions of the counties. The growth in
these areas has decreased in the 1990s to an annual growth rate of 1.8 percent.

      The largest population increases occurred in the outer suburbs, the areas
beyond the first tier communities surrounding the District. The average annual
rate of increase in these areas was 4.4 percent. However, the rate of increase
has fallen off since 1990 to 3.2 percent, a phenomena concurrent with the slow
down in the economy. The chart on the next page presents population data and the
average growth rates for the various jurisdictions in the MSA:

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                                      -9-
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                                                               Regional Analysis
================================================================================

================================================================================
                               Population Changes
                    1990 Census Estimates Versus 1980 Census
================================================================================
                                                             Annual Average
   Jurisdiction             Population (Thousands)           Growth Rate (%)
                        ========================================================
                          1980      1990     1994 Est     1980-1990   1990-1994
                                                                         Est
================================================================================
District of Columbia     638.3      606.9       570.2      -0.4919     -2.0157
- --------------------------------------------------------------------------------
Arlington County         152.6      170.9       171.4       1.1992      0.0975
- --------------------------------------------------------------------------------
City of Alexandria       103.2      111.2       114.3       0.7752      0.9293
================================================================================
Central Jurisdictions    894.1        889       855.9      -0.0570     -1.2411
================================================================================
Fairfax County           596.9      818.6       910.1       3.7142      3.7259
- --------------------------------------------------------------------------------
City of Fairfax           19.4       19.6        19.6       0.1031      0.0000
- --------------------------------------------------------------------------------
City of Falls Church       9.5        9.6         9.6       0.1053      0.0000
- --------------------------------------------------------------------------------
Montgomery County        579.1        757       797.4       3.0720      1.7790
- --------------------------------------------------------------------------------
Prince George's County   665.1      729.3       764.7       0.9653      1.6180
================================================================================
Inner Suburban Area       1870     2334.1      2501.4       2.4818      2.3892
================================================================================
Loudoun County            57.4       86.1        96.1       5.0000      3.8715
- --------------------------------------------------------------------------------
Prince William County    144.7      215.7       246.3       4.9067      4.7288
- --------------------------------------------------------------------------------
Cities of Manassas/         22       34.7        40.6       5.7727      5.6676
Manassas Park
- --------------------------------------------------------------------------------
Frederick County         114.8      150.2       164.2       3.0836      3.1070
- --------------------------------------------------------------------------------
Calvert County            34.6       51.4          60       4.8555      5.5772
- --------------------------------------------------------------------------------
Charles County            72.7      101.2       109.7       3.9202      2.7997
- --------------------------------------------------------------------------------
Stafford County           40.5       61.2        74.2       5.1111      7.0806
================================================================================
Outer Suburban Area      486.7      700.5       791.1       4.3929      4.3112
================================================================================
METRO AREA TOTAL        3250.8     3923.6      4148.4       2.0696      1.9098
================================================================================
                                                                   
Source: U.S. Census Data and 1994 Estimate Provided By Equifax National Decision
        Systems, Inc.
Note: The list of municipalities corresponds to the DC-VA-MD MSA prior to the
      December 31, 1992 expansion.

      We noted earlier that the District of Columbia actually lost population
over the past ten years while the suburban areas actually grew. It is important
to note, however, that this phenomenon is being seen in most major metropolitan
areas in the United States. Nevertheless, in relative terms, the population
decreases in Washington, D.C. versus population increases in suburban areas are
significantly less than that seen in other parts of the country, thus attesting
to the continuing strength and viability, albeit somewhat lessened given the
more recent recessionary trends, of the metropolitan area's inner city.

Age Distribution

      As can be seen in the following chart, the percentage of the region's
infant and elderly populations increased between 1980 and 1990. Interestingly,
however, the number of working aged residents increased the most in absolute
numbers. The number of youths and teenagers shrank. The table on the following
page displays the data.

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                                                               Regional Analysis
================================================================================

   =========================================================================
                           Population Trends By Age
                       (Council of Governments Members)
   =========================================================================
                           1980                 1990             % Change
   =========================================================================
    0 to 4 Years          192,372              262,578             +36.5%
   -------------------------------------------------------------------------
    5 to 17 Years         636,733              585,949              -7.2%
   -------------------------------------------------------------------------
   18 to 64 Years       2,020,989            2,509,056            + 24.1%
   -------------------------------------------------------------------------
   Over 65 Years          235,875              317,538             +34.6%
   =========================================================================

Source: 1980 and 1990 Census Data; Metropolitan Washington Council of
        Govemments: Where We Live: Housing and Household Characteristics in the
        Washington Metropolitan Region, April, 1993.

      The District of Columbia was the only major jurisdiction to lose working
age adults (down 1.9 percent). The largest gains among working age adults were
in the inner suburbs of Montgomery and Prince George's County in Maryland and
Arlington, Fairfax, and Loudoun Counties in Virginia. The increases in the
elderly population were spread across all municipalities.

      As of the 1990 Census, the population was distributed with 21 percent
under 30 years, 39 percent between the ages of 30 and 49 years, and 12 percent
between 50 and 64 years of age. These are the key working age groupings.

Employment and The Economy

      The employment picture has a very significant effect on the demand for
real estate. High unemployment rates and business downsizing, for example,
reduce the number of households able to buy homes. Similarly, a growth economy
creates increasing demand for goods and services. This section will review the
recent trends and the outlook for employment in the Washington, D.C. region.

Employment Characteristics

      The table on the next page shows the area's total employment as a percent
of total employment for each industry group for the past eight years, and the
year-to-year growth rates in total employment.

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                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
==================================================================================================================
                                              Non-Agricultural Employment
                                          Percent Share of Total Employment (%)
==================================================================================================================
   Industry                1988      1989      1990      1991      1992      1993       1994      1995    Annual
                                                                                                 (Dec)   Growth %
==================================================================================================================
<S>                     <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>         <C>
Manufacturing               4.1       4.0       3.9       3.8       3.6       4.0        3.9       4.9      2.4
- ------------------------------------------------------------------------------------------------------------------
Construction                6.6       6.6       6.0       4.8       4.4       4.4        4.8       4.0     -4.9
- ------------------------------------------------------------------------------------------------------------------
T.C.U. (1)                  4.9       4.9       4.8       4.8       4.7       4.5        4.6       4.5     -1.0
- ------------------------------------------------------------------------------------------------------------------
Wholesale Trade             3.6       3.5       3.5       3.4       3.3       3.3        3.3       3.2     -1.4
- ------------------------------------------------------------------------------------------------------------------
Retail Trade               16.2      16.1      15.9      15.6      15.4      15.6       15.7      16.6      0.3
- ------------------------------------------------------------------------------------------------------------------
F.I.R.E. (2)                5.9       5.8       5.9       5.9       5.8       5.7        5.9       5.5     -0.8
- ------------------------------------------------------------------------------------------------------------------
Services                   32.4      33.0      33.7      34.3      34.9      35.1       35.4      36.3      1.5
- ------------------------------------------------------------------------------------------------------------------
State Government            3.7       3.6       3.6       3.6       3.6       3.7        3.6       3.4     -1.0
- ------------------------------------------------------------------------------------------------------------------
Local Government            6.0       6.1       6.4       6.7       6.7       6.9        6.9       7.3      2.7
- ------------------------------------------------------------------------------------------------------------------
Federal Government         16.6      16.4      16.3      17.1      17.5      16.8       15.9      14.4     -1.7
==================================================================================================================
  Total Employment      2,167.2   2,226.7   2,242.6   2,190.5   2,186.8   2,317.1    2,373.1   2,425.2      1.5
      (Thousands)
==================================================================================================================
Yr-to-Yr Growth (%)         N/A     + 2.7     + 0.7      -2.3      -0.2     + 5.6      + 2.4     + 2.2      N/A
==================================================================================================================
</TABLE>

      (1) Transportation, Communications, Utilities
      (2) Finance, Insurance, Real Estate

      Source: U.S. Department of Labor, Bureau of Labor Statistics, Wage and
              Salary Employment, 1988-1993; Obtained From the District of
              Columbia Department of Employment Services

      The region enjoyed a period of unusual growth during the 1980s. The peak
year for job growth in the region was 1984, when growth reached 107,000 jobs.
The growth fell to 100,000 in 1985, and to 82,000 jobs in 1986. From 1986 to
1988, job growth settled at around 80,000 to 90,000 jobs per year, or in the
four percent range. Job growth dropped to 59,500 jobs (2.9 percent) in 1989, and
declined by another two percent to only 15,900 jobs in 1990. By this time, the
economy was being affected by the national recession with the area's total
employment declining by 52, 100 jobs (minus 2.3 percent) in 1991 and remaining
relatively flat in 1992. From 1992 to 1993, however, the area experienced 5.6
percent growth. This growth was found in the suburban areas as opposed to the
District of Columbia and was evenly distributed through all industry types. The
average growth rate for the 1988 to 1995 period reflects a 1.5 percent per
year average.

      During 1994, employment in Northern Virginia grew by a strong 3.5 percent
but in the Maryland suburbs, the figure was only 2.1 percent while for the
District of Columbia it was less than 1 percent. Job growth in the region fell
below the average for the nation of 2.5 percent.

      Although the federal government has historically been the major employer
in the region, its share of employment has remained around 15 to 17 percent. The
aggregate federal employment grew at an average annual rate of 1.7 percent
between 1988 and 1995 and was 14.4 percent of total civilian employment in 1995.

      The most dramatic change in employment in the Washington area has been in
the private sector, particularly the emergence of the service industry as the
fastest growing and now largest employment opportunity. In 1960, the services
industry employed 18

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                                                               Regional Analysis
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percent of all non-agricultural workers and has grown to 36.3 percent by 1995.
Retail and wholesale trades have maintained a steady portion of total
employment, thus indicating that employment in these sectors expands and
contracts with the economy.

      Construction employment fell dramatically in 1991. The construction boom
of the late 1980s came to an abrupt halt by late 1990, and the percent share
of employment held by the construction sector fell from 6.6 percent in 1988 and
1989 to 4.0 percent in 1995. The average annual rate of decline over the period
was 4.9 percent.

      We noted earlier a growing diversification of the area's employment base.
The following list of major employers in the Washington area reflects the
growing diversity of the local economy, the continuing influence of educational
institutions, and the emergence of service-oriented firms.

           ===========================================================
                            Largest Private Employers
                     Ranked by Total Employees in Metro Area
           ===========================================================
                                                           Metro Area
            Rank               Company Name                Employees
           ===========================================================
              1    Inova Health Systems                        9,500
           -----------------------------------------------------------
              2    Hechts                                      8,000
           -----------------------------------------------------------
              3    Medlantic Healthcare Group                  6,000
           -----------------------------------------------------------
              4    Long & Foster Real Estate                   5,300
           -----------------------------------------------------------
              5    Shoppers Food Warehouse                     3,800
           -----------------------------------------------------------
              6    Booz Allen & Hamilton                       3,100
           -----------------------------------------------------------
              7    Dyncorp                                     3,000
           -----------------------------------------------------------
              8    Holy Cross Hospital                         2,300
           -----------------------------------------------------------
              9    Providence Hospital                         2,000
           -----------------------------------------------------------
             10    Alexandria Hospital                         1,742
           ===========================================================

            Source: Washington Business Journal, November 17-23, 1995

      If the federal government were included in the above list, the Department
of Defense would be the largest local employer, with over 86,000 employees. The
next closest is the Department of Health and Human Services with over 30,000
employees. The Treasury, Justice, Postal Service, and Commerce Departments all
have over 20,000 employees, and are larger individual employers than any other
local private firm.

      The local governments are also major employers in the region. For example,
the City of Alexandria had over 5,100 employees between the city government,
Alexandria Hospital, and the public school system. Arlington, Fairfax, and
Loudoun Counties have, respectively, over 6,800, 25,500, and 3,900 employees for
the same functions. Montgomery County and Prince George's Counties are similarly
large local employers.

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

                                                               Regional Analysis
================================================================================

Unemployment Rates

      According to the Census reports, the Washington region has one of the
highest labor force participation rates in the country, with more than 75
percent of the population between the ages of 16 and 65 being part of the labor
pool. This is ten percent higher than the national average.

      For most of the 1980s, the demand for workers was increasing at a faster
rate than the number of workers in the area, causing a labor shortage. The 1991
through 1993 recession, however, halted job growth in the area and drove up
unemployment rates. The related statistics are summarized below.

================================================================================
                               Unemployment Rates
================================================================================
Year        1988    1989   1990   1991   1992   1993   1994   1995
                                                              (Nov)
================================================================================
Washington  2.9%    2.7%   3.4%   4.5%   5.0%   4.5%   4.1%   3.9%
MSA
- --------------------------------------------------------------------------------
United      5.5%    5.3%   5.5%   6.7%   7.4%   6.8%   6.1%   5.3%
States
================================================================================

Source: Metropolitan Council of Governments: Economic Trends in Metropolitan
       Washington, 1988-1991 (The unemployment rates are not seasonally
       adjusted.) Updated figures including 1992 through year-to-date 1995
       obtained from the District of Columbia Department of Employment Services.

      The outlook for employment in the region continues to be strong despite
the recent recession. Obviously, federal and local government employment is a
major contributor to the region's stability. Most of the swings in employment
have been experienced in the construction trades and retail employment. These
last two sectors are expected to remain soft for the next few years with slow
gains made as the economy stabilizes and demand for new housing and commercial
construction increases.

      Employment Outlook

      The Greater Washington Research Center reported that growth in the
Washington area economy finally returned during the latter part of 1993 after
staggering through the previous six years. In early 1994, most of the nine
indicators that the research group uses to track the health of the economy and
to predict its direction were up, the only exception being the employment index
which showed the number of jobs increasing at a pace somewhat slower than the
seasonal norm. On the positive side, however, the number of jobs increased by
the largest margin since mid-1993. Job gains in the private sector seem to be
leading those in the government.

      The indicators utilized by the Research Center seem to suggest that the
economy is continuing to gain strength. However, the level of improvement still
falls short of generating the number of jobs the Washington area produced during
the boom of the 1980s. The number of jobs in the area increased by 18,900 in
March but the total number of jobs so far this year is still short of
pre-recession peak employment.

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


                                      -14-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      Job gains have been concentrated in the government and service sector,
with employment in retailing and construction still relatively depressed. The
new jobs numbers may be understated because they don't include self-employment.
In addition to employment, other guideposts to the state of the region's
economic health - airport boardings, classified advertising lineage and the
national consumer confidence index - all improved in 1994.

      Even though the recovery in the Washington area may be slow, the region is
strong economically. The office vacancy rate in the Washington area is below
that in most metropolitan areas and unemployment is lower than the national
average. The indicators that the Greater Washington Research Center uses to
forecast economic growth six to nine months from now were up as well, albeit
less strongly.

      Increases in the sales of durable goods, in the number of business
telephone lines installed, in housing sales, in the Johnston, Lemon Index of
local stocks and in the national leading index, produced a modest gain of 0.09
percent in March.

      Overall, the region's 1993 performance was described as a year of recovery
as evidenced by the net increase in wage and salary jobs, with the services and
government sectors adding the most positions. For 1994, we witnessed further
employment gains for the region and a strengthening economy, as the recovery
broadened and deepened. However, there is concern among area economists that
1995 results will lag 1994 due to the effect of higher interest rates.

Household Demographics

      One of the more important demographic factors influencing the demand for
goods and services is the household. The household is the basic consuming unit
in the housing market. It is defined by the U.S. Census as a person or group of
people who jointly occupy a dwelling unit and who constitute a single economic
unit for the purposes of meeting housing expenses. The household unit can be a
family, two or more individuals living together, or a single person.

      The historical household growth patterns help define the region and are
shown in the following table. The forecasts were published by Equifax National
Decision Systems and were tabulated for them by an econometric modeling service
associated with a major university.

      The figures show that the number of households in the region grew at an
average annual rate of 2.4 percent during the 1980s. The rate has slowed to
about 2.1 percent per year for 1990 through 1994, and is projected to slow to
about 1.5 percent for the next five years. As with the population figures
presented earlier, household formation has become negative in the District of
Columbia. However, the inner suburbs have showed continued growth with the
strongest counties being Fairfax and Prince George's. The outer suburbs had the
strongest 1980s and early 1990s growth rates, but are projected to slow to an
average annual rate of 2.6 percent.

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


                                      -15-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
==============================================================================================
                                      Household Changes
                              1990 Census Estimates Versus 1980 Census
==============================================================================================
                                    Households                        Annual Average
   Jurisdiction                     (Thousands)                       Growth Rate (%)
                         =====================================================================
                          1980     1990     1994     1999      1980-    1990-       1993-1999
                                            Est.     Fcst      1990     1994 Est.      Fcst  
==============================================================================================
<S>                      <C>      <C>      <C>     <C>         <C>        <C>         <C>
District of Columbia      253.1    249.6    240.8    231.1     -0.1       -0.9        -0.8
- ----------------------------------------------------------------------------------------------
Arlington County           71.6     78.5     79.2     80.0      1.0        0.2         0.2
- ----------------------------------------------------------------------------------------------
City of Alexandria         49.0     53.3     56.1     58.2      0.9        1.3         0.7
==============================================================================================
Central Jurisdictions     373.7    381.4    376.1    369.3      0.2       -0.3        -0.4
==============================================================================================
Fairfax County            205.2    292.3    331.3    373.7      4.3        3.3         2.6
- ----------------------------------------------------------------------------------------------
City of Fairfax             6.9      7.4      7.8      8.1      0.7        1.4         0.8
- ----------------------------------------------------------------------------------------------
City of Falls Church        4.3      4.2      4.3      4.4     -0.2        0.6         0.5
- ----------------------------------------------------------------------------------------------
Montgomery County         207.2    282.2    304.6    326.5      3.6        2.0         1.4
- ----------------------------------------------------------------------------------------------
Prince George's Cnty      224.8    258.0    281.7    308.1      1.5        2.3         1.9
==============================================================================================
Inner Suburban Area       648.4    844.1    929.7  1,020.8      3.0        2.5         2.0
==============================================================================================
Loudoun County             18.7     30.5     35.3     39.1      6.3        3.9         2.2
- ----------------------------------------------------------------------------------------------
Prince William Cnty        43.8     69.7     81.7     93.8      5.9        4.3         2.9
- ----------------------------------------------------------------------------------------------
Cities of Manassas/         6.9     11.7     14.3     17.0      7.0        5.6         3.8
Manassas Park
- ----------------------------------------------------------------------------------------------
Frederick County           37.5     52.6     59.8     66.0      4.0        3.4         2.1
- ----------------------------------------------------------------------------------------------
Calvert County             10.7     17.0     20.6     23.4      5.9        5.3         2.7
- ----------------------------------------------------------------------------------------------
Charles County             21.4     32.9     37.6     42.0      5.4        3.6         2.3
- ----------------------------------------------------------------------------------------------
Stafford County            12.2     19.4     24.3     27.9      5.9        6.3         2.0
==============================================================================================
Outer Suburban Area       151.2    233.8    273.6    309.2      5.5        4.3         2.6
==============================================================================================
REGION TOTAL             1173.3   1459.3   1579.4   1699.3      2.4        2.1         1.5
==============================================================================================
</TABLE>
                                                                               
      Source: U.S. Census Data Provided By National Decision Systems, Inc.
      Note:   The list of municipalities corresponds to the DC-VA-MD MSA prior
              to the December 31, 1992 expansion.

      The key items relating to Household (HH) Income and Statistics relating to
persons per dwelling unit (DU) are summarized below.

<TABLE>
<CAPTION>
=========================================================================================================
            Selected Household Demographics for the Metropolitan Area

=========================================================================================================
   Category                    1990            1995         2000           % Change          % Change
                                              Estimate     Forecast        1990-1995         1995-2000
=========================================================================================================
<S>                         <C>               <C>         <C>             <C>               <C>  
Average HH Income             $55,693         $67,747      $89,806           21.6%             32.6%
                                                             
Median HH Income              $46,196         $55,684      $68,889           20.5%             23.7%
=========================================================================================================
Population by HH            % Family HH        81.1%        % Non-           16.4%
Type(1990)                                                Family HH
=========================================================================================================
      No. Of Persons            One             Two         Three             Four          Five or More
=========================================================================================================
Persons Per DU                 24.9%           30.8%        18.5%            15.3%             10.5%
(% of Total)                 
=========================================================================================================
      Characteristics:      Single Male        Single      Married        Other Family       Non-Family
                                               Female       Couple            Head              Head
=========================================================================================================
HH Type (% of Total)           10.5%           14.4%        51.7%            15.4%              8.0%
=========================================================================================================
</TABLE>

  Source: U.S. Census Data and Projections Provided by Equifax National Decision
          Systems, Inc.

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


                                      -16-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      Since 1980 there has been a drop in household size and, correspondingly, a
growth in the number of non-family households. Married couples continue to
represent over 50 percent of the total households. Single person households grew
at an annual rate of 2.5 percent and non-family households grew at an annual
rate of 6.1 percent during the last decade while single parent households grew
at an annual rate of 3.0 percent during the 1980s. The growth in the single
person and non-family household categories of households contributes to housing
demand, which generates demand across the economy.

      Another important issue affecting the demand for real estate is household
income. The following table shows the percent distribution of income within the
different jurisdictions.

<TABLE>
<CAPTION>
=========================================================================================
                  1994 Percent Distribution of Household Income
=========================================================================================
      Jurisdiction         Less Than     $25-     $35-       $50-     Over      No. Of
                             $25K        34.9K    49.91K     74.9K    $75K    Household
=========================================================================================
<S>                          <C>          <C>       <C>       <C>     <C>      <C>      
  District of Columbia       33.4         13.3      15.6      16.5    21.2       240,777
- -----------------------------------------------------------------------------------------
  Arlington County           17.0         11.2      17.2      22.3    32.3        79,254
- -----------------------------------------------------------------------------------------
  City of Alexandria         17.4         13.4      21.0      22.0    26.3        56,113
=========================================================================================
Central Jurisdictions        27.9         12.8      16.7      18.4    24.2       378,144
=========================================================================================
  Fairfax County              8.5          6.6      12.5      26.2    46.1       331,334
- -----------------------------------------------------------------------------------------
  City of Fairfax            13.4         10.2      15.3      30.7    30.4         7,775
- -----------------------------------------------------------------------------------------
  City of Falls Church       15.5          8.7      15.0      23.8    37.0         4,284
- -----------------------------------------------------------------------------------------
  Montgomery                 13.0          8.7      14.6      22.8    40.9       304,627
- -----------------------------------------------------------------------------------------
  Prince George's            18.2         13.2      20.0      26.4    22.6       281,732
=========================================================================================
Inner Suburban Area          12.9          9.3      15.5      25.2    37.1       929,752
=========================================================================================
  Loudoun County             10.8          8.0      17.0      32.6    31.5        35,267
- -----------------------------------------------------------------------------------------
  Prince William County      10.4          9.2      19.8      33.6    27.1        81,669
- -----------------------------------------------------------------------------------------
  Cities of Manassas/        27.5         28.4      53.3      57.4    33.5        14,340
  Manassas Park
- -----------------------------------------------------------------------------------------
  Frederick County           20.4         13.0      22.6      26.6    17.4        59,763
- -----------------------------------------------------------------------------------------
  Calvert County             15.7         10.5      18.4      29.3    26.2        20,596
- -----------------------------------------------------------------------------------------
  Charles County             17.0          9.9      20.1      28.5    24.4        37,600
- -----------------------------------------------------------------------------------------
  Stafford County            15.1         11.4      22.3      29.7    21.5        24,312
=========================================================================================
Outer Suburban Area          15.3         11.0      20.0      30.8    22.9       273,547
=========================================================================================
Totals                       16.8         10.5      16.1      24.7    31.9     1,581,443
=========================================================================================
</TABLE>

      Source: Equifax National Decision Systems, Inc.

      The metropolitan area as a whole shows a heavy distribution of households
with incomes on the high end of the range. Over 55 percent of the households
have an annual income over $50,000 per year and the highest grouping is those at
$75,000 per year or higher (31.9 percent).

      This relationship is not true of the central jurisdictions and the outer
suburban areas where the highest concentration of households is in the $50,000
to $75,000 per year range. The inner

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


                                      -17-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

suburban areas, however have an overwhelming percentage of households - 37.1
percent in the over $75,000 per year range.

Summary

      The long-term outlook for the metropolitan Washington area continues to be
good. The expanding population of the area indicates an increase in demand for
goods and services. The trend toward smaller household sizes provides additional
demand pressures for new housing. The major factors affecting real property
values are sound, and future trends appear to point toward continued economic
vitality for the region.

      In the short term, the region has experienced the effects of the recent
recession. Total employment in the region declined during the recent recession.
However, unemployment levels were moderated by the influence of federal and
local government employment and contracts for services. The Washington region
continues to have one of the lowest unemployment levels in the United States.

      Overall, we believe that 1995 will be a period of slow growth and steady
improvement in the underlying factors affecting the real estate markets. More
importantly, we do not anticipate any further downturn in the local economy on
the scale of what has occurred in other regions of the country. Many local
economists and developers are signaling their belief that the real estate market
is strengthening.

      Real estate values are volatile in this climate, with some property values
on the increase while other areas remain stable. For the short-term, we expect
that real estate values will show improvement in value in certain sectors. For
the long-term, the market appears to be sound, with strong demographics and
reasonable prospects for increasing values in the future.

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


                                      -18-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                           NEIGHBORHOOD ANALYSIS
================================================================================

Area Definition

      The subject property is located on the north side of Campus Commons Drive
in Reston, Virginia within the 34 acre Campus Commons Corporate Park. Reston is
located in northwest Fairfax County approximately fifteen miles west of
Washington, D.C.. The town is located west of Interstate 495 (The Capital
Beltway), which is an area considered "outside the beltway". Tysons Corner,
which is often referred to as Fairfax County's Central Business District, is
located approximately four miles west of the subject.

      Reston is a self-contained community of 57,000 residents in western
Fairfax County. It is one of the HUD sponsored "new communities" of the 1960s
and was developed by Robert E. Simon, a visionary developer from New England who
gave the town its name (RES -his initials- ton). The concept of Reston is to
have a fully functioning city rather than just a suburban aggregation of homes
surrounding a shopping center. The master plan for Reston envisions a community
of 62,000 residents, 3,000 businesses employing some 50,000 people, 20 million
square feet of office space and 20,000 housing units. The community is built
around five village centers: Lake Anne, Hunters Woods, Tall Oaks, South Lakes
and North Point. All development in Reston should be completed by the late-1
990s.

      Compared with other cities of its population size, Reston would be on a
par with Casper Wyoming, Enid Oklahoma, Grand Forks North Dakota and similar
small cities. However, if the commercial base of Reston is compared with other
cities, it ranks ahead of such cities as Richmond, Cincinatti, Cleveland,
Memphis, Nashville, Milwaukee, Tampa, Albany, Buffalo and other similar
second-tier cities. Ironically, Reston is the second largest business center in
Virginia, second only to Tysons Corner.

      Perhaps the two greatest contributing factors to the success of Reston are
its master plan, providing a balanced mixture of residential and commercial uses
in a self-contained city, and the ownership -first Gulf Oil then Mobil Oil-
which has had the financial strength to stay the course of the master plan.

      Reston has become a key population center within Fairfax County. In 1970,
when the community was just beginning to be settled, there were less than 6,000
residents. As of 1992, Reston's population has escalated to over 54,000. When
fully developed by the year 2000, its projected population will be approximately
62,000 persons or abovt 8 percent of the Fairfax County's population. Between
1970 an 1986, the number of households in Reston increased at an average rate
of 15 percent per year. However, from 1986 to 1993, the rate of growth slowed.
There are now 18,570 single-family homes, townhouses and condominiums and 3,700
rental apartments.

      There are a wide variety of social, educational and recreational amenities
in Reston which help make it an attractive place to live. Recreational
facilities include sixteen public and six private swimming pools, 46 public and
11 private tennis courts, two golf courses, 42 ball fields, an indoor tennis
and racquet ball club, a roller skating rink, a 32-lane bowling center, a
private country club, 970 acres of open space, four lakes, five miles of bridle
paths, fifty miles of walkways and bike paths and a community center with a
theater and banquet and meeting rooms. Public schools include seven elementary,
two intermediate

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


                                      -19-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                           Neighborhood Analysis
================================================================================

and two high schools. Reston also features an 11-screen cinema, two hotels,
night clubs, three libraries and 30 restaurants, an acute-care hospital,
satellite governmental center and over 25 churches and synagogues.

      Reston is an established employment center in Fairfax County. The number
of businesses in Reston has increased on average by 15 to 20 percent per year.
This impressive growth is being lead by high technology companies, such as
Advanced Technology, AT&T, US Sprint, MCI, Compucare, Rolls-Royce, Molson
Breweries USA, Inc., Ford Aerospace, NASA Space Station project, UNISYS,
General Electric, GTE, Tandem Computers, Inc., Software AG, and XMCO, to name
only a few. As of today, Reston is a mature community with over 2,100
businesses.

      The Reston Town Center forms the urban core of the community. It is a
designated 460-acre district which was identified in Reston's original master
plan. It currently contains a library, child-care facility, hospital, satellite
governmental center, professional offices, retail shopping, restaurants and a
515-room Hyatt Regency hotel. It is located approximately two blocks north of
the Dulles Toll Road (Reston Parkway exit) and extends from the Toll Road, north
to Baron Cameron Avenue. Its east and west boundaries are Reston Parkway on the
east and Fairfax County Parkway on the west. The center will contain several
internal roadways forming a grid pattern and ultimate development will include
2.15 million square feet of office uses, 315,000 square feet of retail uses,
1,200 hotel rooms and 600 housing units.

      The Reston area is easily accessible via the Dulles Toll Road which
provides three interchanges in the local; Hunter Mill Road, Wiehle Avenue and
Reston Avenue. Reston is now a 20-minute drive from downtown Washington via the
Dulles Toll Road and I-66. The Dulles Toll Road also provides quick access to
the Capital Beltway (I-495). Additional transportation corridors are provided by
Leesburg Pike (Route 7), Hunter Mill Road (Route 674) and Reston Avenue (Route
602).

      Major north/south highways include State Route 28. The Virginia Department
of Highways and Transportation recently expanded Route 28 into a six-lane
highway connecting I-66 on the south with Route 7 on the north. The major
east/west highways include U.S. Route 50, I-66 and the Dulles Access/Toll Road.
Route 50 provides a direct link with I-66 which allows easy access to downtown
Washington, D.C. Sunset Hills Road and Sunrise Valley Drive parallel the Dulles
Toll Road and are the major east/west routes for local traffic.

      A light rail system has been proposed for additional transportation along
the Reston/Herndon corridor. Under the proposed plan, MetroRail or an
alternative light rail system would be constructed connecting the existing West
Falls Church Metro Station, which is just south of Tysons Corner, to Dulles
International Airport with several stops in between. This proposition has won
considerable private and public support. However, official planning has not even
begun and completion of any such system would be years away.

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


                                      -20-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                           Neighborhood Analysis
================================================================================

      Surface transportation has been a major focus, however. During the 1980s,
western Fairfax and eastern Loudon County experienced an extraordinary amount of
road construction in reaction to and in anticipation of explosive growth in
residential, office, and flex industrial space in this part of the metropolitan
area. A summary of the transportation improvements affecting the Reston area are
as follows:

      The Dulles Toll Road is a newly constructed commuter road to Leesburg
      (Route 15), past Dulles Airport and was opened in October, 1995. Known
      as the Dulles Greenway, the extension is the county's first privately
      financed new road development project. The Virginia Department of
      Transportation (VDOT) approved a plan to allow privately funded
      development of a twelve-mile extension of the Dulles Access and Toll Road
      and construction on the project began in September 1993. Ten institutional
      lenders, including Cigna Investments, John Hancock, and Prudential Power
      Funding Associates, have committed $285 million, while Barclay's,
      Nationsbank, and Deutsche Bank have established $40 million of revolving
      credit. The extension is expected to open up new employment and
      residential corridors in Loudoun County all the way to Leesburg, Virginia.

      Work in widening the existing portion of the Dulles Toll Road from four-
      to six lanes was completed in early 1993 and now one lane in each
      direction is dedicated to HOV-3 (3 passenger minimum) car pools.

      Route 28 Masterplanned as a six- to eight-lane, north/south artery.
      Construction has been completed to widen Route 28 to six lanes between
      I-66 on the south and Route 7 on the north.

      Route 28 Highway Transportation Improvement District (HTID) Loudoun and
      Fairfax Counties have successfully joined forces to fund the Route 28 HTID
      by way of $160 million, 30-year revenue bond financing issued by the
      Virginia Commonwealth Transportation board in August, 1988. Eighty-percent
      of the financing costs will be paid by an additional $0.20 surcharge per
      $100 assessed value real estate tax on commercial property in the Route
      HTID. The remaining twenty-percent of the cost will be paid out of
      Virginia highway construction funds. Initial phase improvements of the
      HTID included widening Route 28 to a six-lane divided highway between I-66
      on the south and Route 7 on the north, and completing grade separated
      interchanges at Route 50, the Dulles Access Road and Route 7. Future phase
      improvements will include grade separated interchanges at all major
      crossings, including Route 606, Sterling Boulevard, Route 625 and Route
      647 in eastern Loudoun County.

      Route 606 (Old Ox Road) is a four-lane divided roadway which will be
      widened to a six-lane divided roadway west to Route 28. Specific
      construction plans are still under review by VDOT.

      Route 636 (Shaw Road) is a two-lane roadway masterplanned to be a
      four-lane undivided roadway.

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


                                      -21-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                           Neighborhood Analysis
================================================================================

      In addition, construction of the Fairfax County Parkway (formerly known as
the Springfield Bypass) is nearly complete and currently connects Interstate 66
at the Fair Lakes development by Hazel/Peterson to the Dulles Toll Road at the
north. When completed, the Fairfax County Parkway will connect Route 7 on the
north in Loudoun County to Fair Oaks, Fairfax City, Burke, and Springfield to
the south. Construction of the Parkway is being completed in Reston and an
interchange is located at the Dulles Access Road just west of the U.S.
Geological Survey building and about one half mile west of Reston Parkway.

      On December 11, 1989, the Fairfax County Board of Supervisors unanimously
approved a zoning amendment to downzone approximately 13,500 acres of
commercially- and industrially-zoned land, effective December 12, 1989, within
the County. The changes mostly affect the C-3 through C-8 and 1-1 through 1-6
districts. The changes reduce the permitted floor area ratio (FAR) in these
districts by as much as 50 percent and reduce permitted building heights. In
addition, the construction of offices within the Industrial Districts, once
permitted by right, will now require a special exception.

      Over 269 lawsuits were promptly filed against Fairfax County, challenging
the downzoning, prior to the January 10, 1990, deadline for appeals. In
addition, on March 2, 1990, the Virginia General Assembly passed Senate Bill No.
170 which, in relevant parts, prohibits downzoning of the Route 28 Taxing
District properties after December 1, 1987. The Governor approved the Bill which
took effect July 1, 1990. On October 10, 1990, Circuit Judge William G. Plummer
ruled that the Board of Supervisors violated landowners' rights of due process
because it did not follow procedures mandated by Virginia law. Subsequently, the
State Supreme Court overturned Judge Plummer's ruling so the downzoning stands.

      Notwithstanding, the December, 1989 zoning amendment contains certain
grandfather provisions, which among others, exempted properties which had site
plans filed on or before September 18, 1989, and which are approved within 24
months, as well as properties with proffered rezoning applications approved on
or before December 12, 1989.

      The presumable effect of the downzoning could be to enhance the value of
grandfathered properties, while reducing the value of non-grandfathered parcels.
The action could also result in increased costs of development, since the County
would allow special exceptions if the property owner agreed to exactions,
thereby "proffering back into" the pre-December downzoning. Because of the
downturn in the office market, however, it remains to be seen if that actually
occurs. Reston should be less affected than most areas because much of the area
is zoned as a planned community, with development subject to site plan approval,
and because most of Reston's commercial land, other than the Town Center Urban
Core, is already built out.

      In summary, the Reston community contains a variety of well planned land
uses which create a viable, well-balanced community. During the decade of the
1980s, the greater western Fairfax/eastern Loudoun County area experienced a
strong growth from many who were looking for a "country" atmosphere or just for
lower housing costs. From mid-1990 until recently, development in Reston was
non-existent. Many buildings

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


                                      -22-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                           Neighborhood Analysis
================================================================================

constructed prior to the start of the recession stood vacant for a number of
years. In 1995, however, there is a renewed interest in the area which has put
Reston near the top of the list of growth markets. The Reston Town Center has
been the focal point of this extraordinary growth during a period of overall
retrenchment. We believe this is because of the amenities offered, the
well-balanced mixture of land uses, and the commitment to quality shown by
Reston Land Corporation and its related companies responsible for the
development of Reston.

      Reston is located 15 to 20 miles west of Washington, D.C. and 7 miles
east of Washington's Dulles International Airport. It enjoys a combination of
social, economic and cultural advantages which combine to make Reston a
resort-like environment in which to work and live. Reston has achieved a
critical mass of population, employment and recreation to help support a
self-perpetuating growth even in the face of an economic downturn as we are
experiencing now. We believe Reston will continue to prosper for the foreseeable
future, out-pacing the rest of Fairfax County and will continue to be a viable
community. Overall, the neighborhood has good demographics and highway access,
and a stable employment base.

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


                                      -23-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

Investment Market

      The investment market in the metropolitan Washington area has been active
as 21 office buildings sold for more than $10 million in 1996 following 25
buildings during 1995. Within Washington, D.C. itself, seven buildings sold for
over $10 million at an average price of $202 per square foot. The composition of
investors in the metropolitan Washington area is largely institutional,
consisting mainly of insurance companies, pension funds and fund advisors. In
addition, the market has seen increased investment activity from offshore
capital sources and individual syndicates.

      With a higher concentration of available capital, the metropolitan market
has experienced rising prices on average. For example, most recently, a true
trophy property developed by Copley and Prentiss Properties (1301 K Street) sold
for $306 per square foot. Another similar quality building built by Manulife
(1350 Eye Street) was purchased for almost $350 per square foot. In 1994, the
Government of Singapore Investment Corporation purchased the 242,000-square foot
office building at 901 E Street, NW, for $66 million, or $272 per square foot.
These sales provide evidence that the metropolitan Washington office market
continues to be among the more desirable markets in the nation for institutional
investment.

Metropolitan Office Market

Supply and Demand Factors

      In order to report on the state of the office market and to project future
trends, we have collected information on the metropolitan Washington Office
Market, the relevant submarket and the office projects that compete directly
with the subject. Cushman & Wakefield of Washington, D.C., maintains a database
comprised of multi-tenant office buildings of at least 20,000 square feet. The
following categories of buildings are specifically not included in our survey:
medical and professional buildings, government buildings, owner-occupied
projects and office/ showroom/ warehouse complexes. Cushman & Wakefield also
produces a quarterly Office Market Survey entitled Metropolitan Washington, D.C.
Office Market Report. Additional information was obtained through conversations
with knowledgeable market participants.

      The metropolitan Washington, D.C. office market includes the following
jurisdictions: the District of Columbia, Arlington and Fairfax Counties and the
City of Alexandria in Northern Virginia and Montgomery and Prince George's
Counties in Suburban Maryland. The market contains over 200 million square feet
of privately owned office space distributed among 31 submarkets within the seven
jurisdictions. The District of Columbia contains 39 percent of the metro area's
total square footage. The following table presents the geographic distribution
of the office inventory in the metropolitan area, along with other statistical
data:

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


                                      -24-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
=========================================================================================================
                               Geographic Distribution of Inventory
                             Metropolitan Washington Office Market
                                       First Quarter 1997
=========================================================================================================
Jurisdiction              Inventory       Overall         SF Under       Weighted Avg.        Y-T-D Net
                          SF (000)        Vacancy       Construction        Class A          Absorption
                                                                          Rental Rate
=========================================================================================================
<S>                        <C>                 <C>          <C>                 <C>            <C>      
Washington, D.C.            80,523            12.7%         1,983,260           $35.09            55,852
Arlington County            24,995             6.3%           153,000           $26.34           239,351
Alexandria                  12,120             5.4%                 0           $22.49             1,791
Fairfax County              48,090             6.4%           510,000           $23.15           512.052
Loudoun County               2,355             4.9%            73,500           $17.75            (3,120)
Montgomery County           32,140            10.2%                 0           $19.80           512,059
Prince George's County      10,128            18.2%                 0           $18.85            73,603
- ---------------------------------------------------------------------------------------------------------
 Total                     210,350             9.9%         2,033,016           $28.00         1,391,588
=========================================================================================================
</TABLE>

      As of the end of 1996, the overall vacancy rate stood at 9.9 percent,
reflecting both direct vacancies and sublet space, continuing a slow recovery
from the end of year 1992 vacancy of 14.7 percent. Although the Washington
region is now and has over the past experienced generally higher overall
occupancies levels than most major metropolitan areas in the United States, the
current statistics, as presented in this section, reflect recent trends which in
general, support only limited optimism for an overall improving market as a
whole. Specifically, the Class A market appears sound, but there are unsettling
currents affecting older buildings throughout the city.

      Furthermore, build-to-suit activity on the part of the World Bank and the
International Monetary Fund (IMF) will likely prove problematic over the next
couple of years, particularly in the Class B and C properties in the city's
Central Business District office submarket (submarket boundaries will be defined
later in this section). Also, the issue of government downsizing, both locally
and nationally, cannot be dismissed lightly. The 1994 Congressional election
brought the first change in the control of both Houses of Congress in 40 years.
Thus, it is difficult to reliably predict the upshot. Accordingly, at the very
least, caution is in order as we are traveling uncharted territory. These issues
are discussed in greater detail later in this section.

      As noted above, there are positives in the market. We do expect Class A
properties to fair well over the near term. Further, the suburban market,
starting with Northern Virginia, are showing considerable strengthening with
occupancies improving dramatically and rent spikes occurring in most submarkets.
We also see similar trends in portions of suburban Maryland, particularly
Montgomery County. As will be repeatedly indicated in the following discussion,
there appears to be a continuing shortage of Class A office space in all
submarkets throughout the region, but a plethora of Class B and C space, in at
least some areas, namely the District.

      The following table presents the historical vacancy, rental rate and
absorption data, showing a steadily declining vacancy rate and a possible
increase in rents:

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                                      -25-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
================================================================================================================
                                               Historical Data
                                   Metropolitan Washington Office Market
                                                 1992 - 1996
================================================================================================================
Year              Inventory SF (000)       Vacancy          SF Under       Rental Rate     Net Absorption SF
                                                         Construction
================================================================================================================
<C>                       <C>              <C>           <C>                <C>                 <C>      
1992                      204,427          14.7%         2,301,986           $22.80             2,833,422
1993                      205,629          13.5%           874,631           $21.38             3,763,144
1994                      206,337          12.7%         2,124,631           $21.44             2,319,175
1995                      206,794          12.3%         1,004,272           $21.75             2,642,126
1996                      212,389          10.8%         1,878,016          Class A             2,921,573
                                                                             $27.35
================================================================================================================
Annual Averages                                          1,636,707                              2,895,888
================================================================================================================
</TABLE>

      The above table presents several important changes: the inventory
increased by the inclusion of Loudoun County in the first quarter 1996; the
square footage under construction jumped dramatically as new build to suits
commenced. As the economy continues to improve, we anticipate a slow return to
development.

Demand for Office Space

      As shown above, the overall vacancy has been gradually declining. The
office market is demonstrating improvement, although it varies from market to
market. Northern Virginia and Fairfax County specifically continue to be the
strongest submarkets with low vacancies and strong absorption. In contrast,
Washington, D.C. has demonstrated weak absorption and stable vacancy rates.

      Traditionally, the office market's vigorous leasing activity has been
supported by the growth of the white collar employment base. Additionally, one
of the major players in the local market is the federal government (largely the
General Services Administration or GSA) which leases just over 20 percent of the
office space in the metropolitan area. Government leasing has historically
accounted for about 40 percent of gross leasing activity, but dropped to the 25
percent range in 1993 before falling to less than ten percent in 1994 and 1995
and then rising above ten percent in 1996. Furthermore, due to the new political
climate in Washington and continuing efforts to cut the size of the federal
government, future absorption projections are uncertain.

      In July 1996, GSA announced that government agencies will be allowed to
control their own leasing using outside third party vendors, if they prefer. It
is too early to tell what effect this will have on overall government leasing,
but the change in the status quo is worth noting.

      Government activity notwithstanding, the primary influence on net office
absorption is job formation, in particular, white collar employment. An
historical summary of office type employment is shown in the following table,
encompassing the categories of Government, Finance, Insurance, Real Estate
(FIRE), Transportation, Communications, Utilities (TCU) and Services. The
compound annual growth rate from 1984 to 1994 was 3.0 percent. However, real
growth occurred only in the 1984 to 1989 time frame with 5.0 percent compound
growth rate while there was very modest compounded job growth of 1.6 percent
from 1989 to 1994. In contrast, the future job growth over the next ten years is
expected to be 6.6 percent for the Service sector, 1.3 percent for the Finance,

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


                                      -26-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

insurance & Real Estate sector and 1.4 percent for the Government sector.
Obviously, the projection for growth in the Government sector merits caution as
previously addressed.

================================================================================
                             Metropolitan Washington
                            Office Related Employment
                                    1987-2004
================================================================================
    Year                Total         New Jobs Created Over     Net Office
                    Employment          Previous Period         Absorption
                        (000s)              (000s)          (000s Square Feet)
================================================================================
    1987                1,500.6               N/A                   N/A
    1988                1,545.5               44.9                  N/A
    1989                1,604.3               58.8                  N/A
    1990                1,639.1               34.8                  N/A
    1991                1,641.0                1.9                 3,317
    1992                1,661.0               20.0                 2,733
    1993                1,686.5               25.5                 3,753
    1994                1,739.8               53.5                 2,319
    1995                1,812.6               72.8                 2,642
    1999                2,155.3         342.7 or 68.5/yr
    2004                2,688.6        533.3 or 106.7/yr
================================================================================
Source: The WEFA Group - Regional Economic Service, Spring 1994; Net Absorption
data from C&W

* Service, FIRE, TCU and Government sectors
================================================================================

      For the years for which data is available, the table also shows the
historical relationship between job formation and office absorption in the
metropolitan area. Coinciding with the depths of the recession, the 1991 job
growth of only 1,900 jobs corresponded with a healthy absorption of 3.3 million
square feet. We would typically expect lower absorption in years with little job
growth. Possibly the low absorption was due in part to the high level of job
growth in the immediate preceding years.

      In the following years, net absorption fluctuated between 2,319,000 to
3,753,000 square feet against a steadily growing job formation trend. Perhaps
having some effect on the data is the national and local pattern of corporate
down-sizing and consolidation, leaving less office space per employee. As one
observer recently put it, "historically, 250 square feet per office employee was
the standard rule-of-thumb ratio. Today, this ratio is working itself down to
160 feet per employee." A recent market example of this trend is AT&T's current
target of 180 square feet of net rentable area per employee, down from 200
square feet a few years ago. Also, the federal government is now targeting less
than 150 feet per employee.

      Although the above statistics produce unclear trends, the relationship
between white collar job formation and net office space absorption, while not
always obvious, is a key component of the demand side of the office space
equation. With regular job growth, net absorption will occur and gradually draw
down the supply of vacant office space, albeit probably at a slower pace than
history would suggest.

      The number of years' supply of available space is one method of evaluating
the relative health of a market. If one defines market equilibrium to be
occupancy in the 95 percent range,

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


                                      -27-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

then about 5.0 percent of the total inventory needs to be absorbed in order to
achieve equilibrium (or about 10.2 million square feet). This is calculated by
subtracting from the overall vacancy rate the defined 5.0 percent stabilized
vacancy. Assuming a future absorption rate equal to the past five year average
annual net absorption of 2.9 million square feet, an approximate 3.5 year supply
of vacant office space (all classes) is indicated. This issue is discussed in
greater detail once we look at the more distinct Washington, D.C., market versus
the metropolitan area as a whole.

      Until recently, an exodus of businesses from the District to the suburbs
compounded the recent downward absorption cycle. The exodus was attributable to
the continuing cost cutting in large regional and national firms which fled the
higher rates of the downtown market. Even so, the overall strength of the
Washington area, based primarily on the influence of the federal government,
should not be ignored. In addition, as occupancies increase and asking rental
rates in the preferred close-in suburbs rose dramatically, the cost spread
between downtown and the suburbs narrowed and seemingly stanched the outflow of
major tenants.

      Nevertheless, within the Central Business District Submarket (CBD) of the
downtown office district in Washington, D.C., an ominous cloud threatens
prospective leasing for the next several years. This is particularly true for
Class B and C buildings. As previously alluded to, the World Bank and IMF will
have new headquarters buildings operational by 1997 and 1998. As these and other
related tenants leave their CBD space, most of which is Class B, an additional
1.5 million square feet will become available, just within the next 12 months.
While this is not expected to severely impact Class A buildings, it will
definitely prove problematic for the Class B sector and likely disastrous for
Class C and D buildings, over the short term at least.

      In the final analysis, we anticipate a return to equilibrium in the
metropolitan Washington office market only after the turn of the century. We
have defined this equilibrium in terms of occupancy and market rents with
stabilized occupancy in the 95 percent range, and market rents at sufficient
levels to support new construction. We expect the phenomena of free rent and
above standard concessions to generally disappear over the next several years
with market rents and the overall level of economic growth again achieving some
sort of parity prior to the turn of the century. The exception may be the older
Class C and D product, assuming it will rent at all.

Rental Rates

      Based on Cushman & Wakefield's survey of market rents, the weighted
average asking rental rate drifted downward from 1991 to 1993 when it appears to
have reversed directions. The following chart demonstrates the trend in overall
rental rates since 1991. Note that Class A rates have been steadily rising as a
result of the shrinking inventory of available space.

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


                                      -28-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

          ===================================================
                  Overall Weighted Average Rental Rates
                Washington Metropolitan Area Office Market
                            1991 - 1997
          ===================================================
            Year         Class A Rental       Overall Rental
                          Rates per SF         Rates Per SF
          ===================================================
            1991              N/A                $23.34
            1992              N/A                $22.80
            1993             $21.88              $21.38
            1994             $23.25              $21.44
            1995             $25.07              $21.75
            1996             $27.35              $23.07
           1997Q1            $28.00              $23.89
          ===================================================

      Recent rental trends show signs of improvement in many submarkets,
particularly in Northern Virginia. Further, an increasing portion of the
remaining available Class A and B space is commonly referred to as back space,
including inferior back office space with poor or no window lines, encumbered
space, and less desirable configurations. The encumbered space includes Class A
premises that are encumbered by existing tenants through expansion options.
Overall, this back space is less desirable, has lower asking rates, and tends to
be the last areas leased, all of which tends to skew the average asking rents
downward. The reality is that the better Class A space is likely achieving
higher rates than the statistics indicate.

      The lack of significant new construction, coupled with positive, albeit
slower absorption, has led to a shortage of large blocks of Class A office space
in the preferred submarkets. The emergence of back space is one indicator of
this trend as is the recently completed speculative building at 1900 K Street in
the CBD and other build to suits in the downtown area. Given the lack of overall
speculative development, coupled with overall positive absorption, we do not
anticipate any further decline in rental rates.

      Regarding the issue of rent spikes, we have recently observed above
average rent jumps in some Northern Virginia submarkets and may be seeing the
start of a similar occurrence in portions of Montgomery County, Maryland.
Therefore, we believe real increases in market rental rates are likely over the
next two to three years in selective markets as existing office inventory is
absorbed and before funds for new speculative development become available and
new construction begins. Again, due to the tight supply in some submarkets,
there may be rent spikes for newer space within the next twelve month period.
However, in only some instances has it been clear that investors were willing to
pay for prospective rent spikes.

Land Values

      With the decrease in effective rents in the early 1990s, before the
apparent turn-around noted above, land values had been depressed dramatically.
Reportedly, values for downtown commercial land had decreased up to 25 percent
or more since 1990. Secondary parcels have probably dropped even more
precipitously. Nevertheless, we believe that this downward trend in vacant land
prices has stopped and that it will reverse itself in the next few years,
provided the economy continues to improve, the financial institutions resume
lending, and the overall market psychology and investor expectations improve.

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


                                      -29-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      The most recent office land sale in downtown Washington was a 23,218
square foot site at the southwest corner of 13th and G Streets in the East End
which sold in March 1996 at approximately $76 per FAR foot. Since this sale was
subject to the buyer lining up the lead tenant and obtaining all necessary
approvals, the price is probably higher than a pure speculative purchase would
have been. General market indications point to a range of $40 to $70 for typical
downtown development sites.

Summary of Metropolitan Office Market

      Although some submarkets remain soft, the overall vacancy rate continues
to decline, and the remaining available space tends to be less desirable.
Northern Virginia, in particular, is leading the region in net absorption, and
has shown above average increases in rental rates. We believe that over the next
several years, the metropolitan office market should reach a more stabilized
position both from an occupancy and lease rate standpoint. Until equilibrium is
reached, however, overall rental rates for all classes of space will probably
not grow at a compound rate that exceeds the rate of inflation.

      In contrast, Class A space has demonstrated strength in the overall
market, absorbing clearly more than its fair share of the total market
absorption. While some Class B product may mirror the growth rates for Class A
space, the majority will most likely only experience marginal growth given the
excessive supply of Class B space compared to the demand for it. Finally, most
Class C and D buildings will have difficulty renting at any rate.

Fairfax County/Reston Submarket

      The subject property is located in the Reston/Herndon area of the Fairfax
County submarket of Northern Virginia. According to the First Quarter 1997
Metropolitan Washington, D.C. Office Market Report, published by Cushman and
Wakefield, Northern Virginia has about 87.6 million square feet of privately
owned office space distributed in four large submarkets, stretching from
Arlington to Dulles International Airport. Fairfax County has about 48.1 million
square feet, of which the subject's competitive arena (Reston/Herndon) has 10.0
million square feet. The Reston/Herndon market is the third largest submarket in
Northern Virginia and is the sixth largest submarket in the entire metropolitan
area following closely behind the Crystal City/Pentagon City submarket of
Fairfax County. Reston/Herndon accounts for approximately 20.8 percent of the
Fairfax County market inventory and 11.4 percent of the entire Northern Virginia
market inventory.

      Taken as a whole, the Northern Virginia office market exhibited an overall
vacancy rate of 6.2 percent as of the first quarter 1997. This is down from 13.8
percent at end of 1993, 11.2 percent at the end of 1994, 9.2 percent at the end
of 1995 and still decreasing after following 7.5 percent at the end of 1996.
Based on First Quarter 1997 Metropolitian Washington D.C. Office Market Report,
published by Cushman and Wakefield, by submarket within Northern Virginia, the
highest vacancy rates are found in Fairfax County with an overall vacancy rate
of 6.4 percent, though individual submarkets within the county range from 4.8
percent to 15.4 percent. Fairfax County has improved from year-end 1992 when the
vacancy was 21.0 percent and from year-end 1993 when the vacancy was 18.4
percent. The strongest Northern Virginia submarket continues to be the Arlington
County sector, where vacancy rates have been below 10.0 percent since the end of
1992.

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


                                      -30-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      One of the major factors in the strong 1995 leasing activity is the
Pentagon requirement for approximately 750,000 square feet of swing space over
the next ten years due to a massive renovation of the Pentagon building. The
Defense Department executed three leases in the first quarter of 1995 that
totaled 600,000 square feet in Crystal City, Arlington and Alexandria.

      Within Fairfax County, there are six smaller markets:
Springfield/Seven-Corners/Baileys-, Merrifield/Route 50; Fairfax/OaktonNienna;
Tysons Corner/McLean; Reston/Herndon; and Route 28 Corridor/Dulles. Each of
these submarket competes predominantly within its own boundaries. The following
table presents the geographic distribution of the office inventory in Fairfax
County, along with other statistical data.

<TABLE>
<CAPTION>
==========================================================================================================
                                        Geographic Distribution of Inventory
                                            Fairfax County Office Market
                                                First Quarter 1997
==========================================================================================================
                                                      Direct     Overall         Under          Y-T-D Net
Submarket                             Inventory      Vacancy     Vacancy     Construction       Absorption
==========================================================================================================
<S>                                  <C>               <C>         <C>           <C>             <C>   
Springfield/ 7 Corners/ Baileys       3,446,524        14.8%       15.4%            0             42,568
Merrifield/Rt. 50                     4,163,635         4.4%        4.8%         150,000          37,290
Fairfax/OaktonNienna                  8,705,608         6.2%        6.3%            0            195,130
Tysons Corner/McLean                 17,964,680         4.3%        5.2%            0            (71,478)
Reston/Herndon                        9,999,213         6.1%        6.7%            0             70,381
Route 28 Corridor/Dulles              3,810,532         4.1%        5.5%         360,000           8,161
==========================================================================================================
Total                                48,090,202         5.8%        6.4%         510,000         512,052
==========================================================================================================
</TABLE>

      The subject is located within the Reston/Herndon submarket of Fairfax
County. This submarket, with about 10 million square feet of space, had a 6.7
percent vacancy rate in the first quarter of 1997. The rate is down slightly
from an 7.8 vacancy rate in 1996 (year end), 11.8 percent vacancy rate in 1995
14.8 percent in 1994, 18.6 percent in 1993, and a 22.0 percent vacancy rate in
1992. The continued decline in vacancy rates is a source of encouragement, and a
sign of the strengthening market.

================================================================================
                     Reston/Herdon Historic Market Activity
================================================================================
           Year             Vacancy       Rental Rate      Net Absorption SF
================================================================================
           1990               22.9%          $21.44                N/A
           1991               20.1%          $18.43              (37,467)
           1992               22.0%          $14.58             (332,235)
           1993               18.6%          $14.71              265,722
           1994               14.8%          $14.53               98,735
           1995               11.8%          $15.56              482,709
           1996                7.8%          $18.92               65,807
        1 Qtr 1997*            6.7%          $20.02               70,381
================================================================================

      As shown in the preceding chart, this submarket experienced the strongest
absorption in 1995, the best year since prior to the recession. During 1996, the
market turned sluggish as space availabilities outpaced absorption. The primary
cause was from nearly 100,000 square feet coming on line from the former
Lockheed Martin space at Parkridge 11. This space, coupled with

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


                                      -31-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

about 101,000 square feet located at the Reston Executive III building and
approximately 50,000 square feet available in the President's Plaza that is
under construction represent the few choices for large space users. Tthe market
appears to be regaining strenth as of first quarter 1997, with positive net
absorption exceeding year-end 1996 totals.

Current Construction Activity

      Since the end of 1991, very little new speculative construction has
occurred in Northern Virginia. However, with continued tenant demand for quality
office space and the desire of many tenants to locate to Northern Virginia, the
area is experiencing some speculative development. In the Dulles Corridor
submarket, there are currently two projects slated for speculative development.
One is a- six-story 135,000 square foot building scheduled to break ground in
September of this year. This project is adjacent to BDM's build-to-suit located
at Reston Parkway and Sunset Hills Road, which is also scheduled to start
construction during September. The other is a 160,000 square foot six-story
building located at McLearen Road and Route 28, which will break ground in
August of this year and deliver in September 1998. This will be phase one of a
four phase project developed by the Peter Lawrence Company. The total project
will contain 600,000 square feet. There are no speculative office buildings
currently planned or under construction in the subject's submarket.

Rental Rate Trends

      Based on Cushman & Wakefield's survey of market rents, the average asking
rental rate for Class A space in Reston decreased from $25.01 in 1996 to $23.17
in the first quarter of 1997; however, this is a result of limited availabilites
and the less- desirable space available on the market. Average asking rents for
all space increased from $18.92 to $20.02 during the same period. Cushman &
Wakefield started to track Class A office space separately in this submarket in
1993. Both data groups are tabled below.

================================================================================
                           Reston/Herndon Rental Rates
                             1990- 1st: Quarter 1997
================================================================================
                                    Average                      Class A
             Year                 Rental Rates                Rental Rates
================================================================================
             1990                    $21.44                        N/A
             1991                    $18.43                        N/A
             1992                    $14.58                        N/A
             1993                    $14.71                      $15.18
             1994                    $14.53                      $17.02
             1995                    $15.56                      $17.47
             1996                    $18.92                      $25.01
       1st quarter 1997              $20.02                      $23.17
================================================================================

      The evidence suggests that rental rates languished for two years after
bottoming out in 1992. The activity shown for 1994 through first quarter of 1997
suggests that the market is indeed pulling up. Data for the first quarter 1997
is reflecting a rapid gain of over $1.00 per square foot in average rents. Since
1994, rents have spiked between $1.00 to $3.00 per square foot, with an average
annual increase of 12.6 percent.

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


                                      -32-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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<PAGE>

                                                          Office Market Analysis
================================================================================

      Landlords recognize the increasingly limited amount of quality space
available, and have begun testing the market by raising their asking rates.
Effective rental rates, inclusive of concessions such as free rent and above
standard tenant improvements, used to be 15 to 25 percent below those figures,
but most recent leasing activity has shown little or no free rent concessions
and average tenant improvement allowances of $1.00 to $20.00 per square foot.
Many tenants are currently taking space in as is condition. Based on our
interviews of brokers active in this submarket, rents appear to have firmed and
increases in base rents and effective rents are anticipated.

      Our overall market expectation is that rents will contiue to climb as the
market showes continued improves, particularly as large space becomes scarce.
Whatever concessions were being given will be modest. Our scenario calls for a
return toward equilibrium between construction costs and rents by the end of
this decade.

Summary

      The Washington, D.C. area office market is experiencing increased leasing
and investment activity, particularly in the suburban markets. Vacancy rates are
generally lower and some markets are enjoying rental rate increases. The
Northern Virginia office market is the strongest, with lower vacancy, higher
rents, and rent spikes in certain submarkets.

Micro Market Survey

      We conducted a micro-market analysis, concentrating on several competing
office buildings containing a total of 1,800,000 square feet. These projects,
presented on the table on the following page, are more indicative of the
subject's competition than the entire suburban market as previously examined.

      The competition for the subject comes from other Class A/B office
buildings in Reston. These buildings are generally low or mid-rise suburban
office projects, built in the mid-1980s, with surface or structured parking in
similar settings.

      A discussion involving market rental rates and other economic factors
relative to the subject and its micro-market is presented in the Income
Approach. However, the information is summarized below.

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<PAGE>

                           Competing Office Buildings
                               Micro Market Survey

<TABLE>
<CAPTION>
====================================================================================================================================
 Rental    Name                                           Year        Available                       Average           Quoted
  No.      Address                           Size (SF)    Built       Square Feet     Occupancy       Floor Plate    Rental Rates
====================================================================================================================================
<S>        <C>                                <C>         <C>           <C>             <C>            <C>        <C>      
   1       Parkridge IV                       125,000     1988          55,098          55.9%          16,000         $21.50 FS
           10700 Parkridge Blvd.                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
   2       Van Buren Bus. Park III            108,300     1987          34,233          68.4%          27,354       $16.50-$17.00 FS
           516 Herndon Parkway
- ------------------------------------------------------------------------------------------------------------------------------------
   3       Reston Executive Ctr. III          135,928     1989          32,759          75.9%          18,878         $22.00 FS
           12120 Sunset Hills Road                     
- ------------------------------------------------------------------------------------------------------------------------------------
   4       Commerce Executive Pk III          104,822     1985          7,795           92.6%          19,000         $18.50 FS
           1850 Centennial Park Dr.
- ------------------------------------------------------------------------------------------------------------------------------------
   5       Commerce Executive Pk IV           138,980     1987          11,881          91.4%          20,317       $16.50-$20.50 FS
           11400 Commerce Park Drive
- ------------------------------------------------------------------------------------------------------------------------------------
   6       Commerce Executive Pk V            167,755     1988            0             100.0%         18,103          $19.00 FS
           11440 Commerce Park Drive
- ------------------------------------------------------------------------------------------------------------------------------------
   7       Executive Center I                  70,000     1985            0             100.0%         17,500            N/A
           1851 Alexander Bell Drive        
- ------------------------------------------------------------------------------------------------------------------------------------
   8       Executive Center II                 72,000     1987          18,445          74.4%          18,000        $17.50-$19.50
           1835 Alexander Bell Drive        
- ------------------------------------------------------------------------------------------------------------------------------------
   9       Fairbrook Business Park I           80,174     1985          40,612          49.3%          40,000          $17.50 FS
           200 Fairbrook Drive, Herndon
- ------------------------------------------------------------------------------------------------------------------------------------
  10       Lake Fairfax Business Ctr IV        95,000     1985          11,173          88.2%          21,636          $16.00 FS
           1761 Business Center Drive       
- ------------------------------------------------------------------------------------------------------------------------------------
  11       Lake Fairfax Business Ctr VII      275,000     1988            0             100.0%         21,600       $17.50-$19.50 FS
           1760 Business Center Drive         
- ------------------------------------------------------------------------------------------------------------------------------------
  12       11720 Sunrise Valley Drive          67,252     1985          29,668          55.9%          10,439       $18.00-$20.00 FS
           11720 Sunrise Valley Drive                                            
- ------------------------------------------------------------------------------------------------------------------------------------
  13       Corporate Oaks II                   78,000     1987          4,751           93.9%          26,000          $18.00 FS
           607 Herndon Parkway
- ------------------------------------------------------------------------------------------------------------------------------------
  14       Reston Plaza I                      80,000     1985          10,409          87.0%          20,000       $15.00-$16.00 FS
           12030 Sunrise Valley Drive         
- ------------------------------------------------------------------------------------------------------------------------------------
  15       Reston Plaza II                     50,000     1986            0             100.0%         16,600          $17.00 FS
           12020 Sunrise Valley Drive                             
- ------------------------------------------------------------------------------------------------------------------------------------
  16       Reston Sunrise                      58,598     1985          1,551           97.4%          19,483           $19.00S
           1200 Sunrise Valley Drive                           
- ------------------------------------------------------------------------------------------------------------------------------------
  17       Sunrise Plaza I                    139,479     1986          1,700           98.8%          16,750       $18.00-$20.00 FS
           12355 Sunrise Valley Drive                  
- ------------------------------------------------------------------------------------------------------------------------------------
           Totals                           1,786,890   1985-1988      258,524          85.5%             -         $15.00-$22.00 FS
- ------------------------------------------------------------------------------------------------------------------------------------
Subject    Campus Point                       172,448     1985            0             100.0%         86,224          $13.25 NNN
           1880 Campus Commons Drive
====================================================================================================================================
</TABLE>

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<PAGE>

                                                          Office Market Analysis
================================================================================

      The buildings in the micro-market range in size from 50,000 square feet to
275,000 square feet. Asking rental rates range from $15.00 to $22.00 per square
foot, full service. The overall occupancy in the submarket is 85 percent. This
occupancy level is pertinent to these buildings only as we have not included
several other fully or near fully-occupied builidngs that make up the bulk of
this submarket.

      Relative to its competition, the subject property is analogous. It is of
similar age and size of the competitive buildings and is considered to be Class
A/B with a Class B location. A further discussion the micro-market is presented
in the Income Approach.

Summary

      Notwithstanding the recent decline, we anticipate that the local real
estate market will show signs of continued improvement over the next twelve
months. Following the recent rent spike, we expect this movement to be moderate
but gradually build to a sustainable equilibrium during the 1998 to 1999 time
frame. Unfortunately, much of this depends on the investment posture of the
financial institutions and the lending position of the Federal Reserve. Also,
the downsizing of the federal government, which has been embraced by the Clinton
administration and Congress certainly merits concern. If the federal government
successfully downsizes, it will have an impact on the local office market with
slower absorption and construction.

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<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description
Location:               North side of Campus Commons Drive. The street address
                        is 1880 Campus Commons Drive, Reston, Fairfax County,
                        Virginia

Shape:                  Basically rectangular

Area:                   10.5 acres

Frontage:               The site has frontage along the north side of Campus
                        Commons Drive.

Topography/Terrain:     Basically level and at street grade.

Street Improvements
 Campus Commons Drive:  Two lane in each direction with grass median, asphalt
                        paved, concrete curbs and sidewalks, street lighting and
                        storm drains

Soil Conditions:        We not receive or review a soil report. However, we
                        assume that the soil's load-bearing capacity is 
                        sufficient to support the existing structures.  We did
                        not observe any evidence to the contrary during our
                        physical inspection of the property.  The tract's 
                        drainage appears to be adequate.

Utilities
      Water & Sewer:    Fairfax County Water Authority
      Electricity:      Virginia Power Company
      Gas:              Washington Gas
      Telephone:        Bell Atlantic Telephone

Access:                 Primary access is from Campus Commons Drive

Land                    Use Restrictions: We were
                        not given a current title
                        report to review. We do not
                        know of any easements,
                        encroachments, or
                        restrictions that would
                        adversely affect the site's
                        use. However, we recommend
                        a title search to determine
                        whether any adverse
                        conditions exist.

Flood Hazard:           According to FEMA, March 5, 1990, Community Panel No.
                        515525C 0050 D, National Flood Insurance Rate Map, the
                        subject property appears to be in Zone C, an area
                        outside the 500 year flood plain where flood insurance
                        is not required.

Wetlands:               We were not given a Wetlands survey. If a subsequent
                        engineering survey reveals the presence of regulated

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                                                            Property Description
================================================================================

                        Wetlands areas, we
                        reserve the right to
                        amend this valuation.

Site Improvements:      Concrete curbs and sidewalks and surface parking for
                        vehicles

Hazardous Substances:   We were not given a Wetlands survey. If subsequent
                        engineering data reveal the presence of regulated
                        wetlands, it could materially affect property value.  We
                        recommend a wetlands survey by a competent engineering
                        firm

Comments:               Good site for office development due to location, size
                        and exposure.

Improvements Description

      The site is improved with a two story precast steel frame Class A/B office
building, that is centered around a courtyard. The building was constructed in
1985 and contains a total of 172,448 square feet of rentable area. The existing
tenant upgraded approximately 70 percent of the building and has invested
heavily in capital improvements. Upgrades have been made to the mechanical,
plumbing, electrical, HVAC, and fire protection systems.

      We were not provided with any plans or construction specifications for
this property. The following description is based on our visual inspection and
discussions with the building manager. We inspected several, but not all areas
of the building. We noted the finish to be average quality, but in good
condition, in those areas. Following are the construction details for the
subject improvements based on our inspection of the property.

General Data
    Year Built:                    1985

    Building Area
       Gross Building Area (GBA):  180,000 square feet.
        Net Rentable Area (NRA):   172,448 square feet

    Number of Stories:             2

Construction Detail
    Foundations:                   Concrete slab

    Framing:                       Steel

    Floors:                        Concrete slab

    Exterior Walls:                Precast concrete panels with ribbon glass
                                   window line

    Roof Structure:                Concrete deck

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<PAGE>

                                                            Property Description
================================================================================

      Roof Cover:              Insulated membrane roofing

      Windows:                 Metal frame, insulated double glaze

      Pedestrian Doors:        Double set of double glass in metal frame doors

Mechanical Detail
      Heating and Cooling:     All electric, VAV boxes, roof mounted air
                               handlers. Two chilled water air handling units at
                               northeast and southeast quadrants.

      Electrical Service:      Recently upgraded and assumed to meet code

      Elevator Service:        Two hydraulic cabs at each end of the building.

Fire Protection:               Sprinklered

Interior Detail
      Layout:                  The building is separated into four quadrants via
                               a central courtyard, two loading docks and two
                               lobby entrances.

      Floor Covering:          Primarily carpet in the office areas and ceramic
                               tile in the restrooms.

      Walls:                   Painted gypsum board.

      Ceilings:                Ceilings in office and hall areas are suspended
                               acoustical tile.

      Lighting:                Recessed fluorescent

      Rest Rooms:              Each quadrant of the building has a set of men's
                               and women's rest rooms.

Americans with
      Disabilities Act (ADA):  The Americans With Disabilities Act (ADA) became
                               effective January 26, 1992.  We have not made,
                               nor are we qualified by training to make, a
                               specific compliance survey and analysis of this
                               property to determine whether or not it is in
                               conformity with the various detailed requirements
                               of the ADA.  It is possible that a compliance
                               survey and a detailed analysis of the
                               requirements of the ADA could reveal that the
                               property is not in compliance with one or more of
                               the requirements of the Act.  If so, this fact
                               could have a negative effect upon the value of
                               the property.

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                                                            Property Description
================================================================================

Hazardous Substances:          We are not aware of any potentially hazardous   
                               materials (such as formaldehyde foam insulation,
                               asbestos insulation, radon gas emitting         
                               materials, or other potentially hazardous       
                               materials) which may be used in the construction
                               of the improvements. If concerns exist in this  
                               area, we recommend that a professional engineer 
                               be engaged.                                     

Other Site Improvements
     On-Site Parking:          648 surface parking spaces, or 3.6 spaces per
                               1,000 square feet of gross building area     

     Landscaping:              Good, mature trees, shrubbery around the
                               building and parking lot perimeter      

Comments:                      The quality of the subject improvements is rated
                               good. The layout and functional plan are        
                               considered good, although the floor plates are  
                               large relative to similar buildings in the      
                               market. No deferred maintenance was encountered.
                               The normal life expectancy of a building of this
                               type is 45 years. We consider the effective age 
                               to be equal to 5 years, due to apparently good  
                               maintenance, leaving an estimated remaining     
                               economic life of about 40 years.                

                               We did not inspect the roof of the building or  
                               make a detailed inspection of the mechanical    
                               systems. The appraisers, however, are not      
                               qualified to render an opinion as to the        
                               adequacy or condition of these components. The  
                               client is urged to retain an expert in this     
                               field if detailed information is needed about   
                               the adequacy and condition of mechanical systems

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<PAGE>

                                               REAL ESTATE TAXES AND ASSESSMENTS

      The subject property is identified for real estate assessment and taxation
purposes by Fairfax County, Virginia as parcel 26-2-01-990D. The Fairfax County
tax year extends from January 1st through December 31st and properties are
reassessed annually. The assessment ratio is 100 percent of estimated market
value for reai estate tax purposes.

Tax Rates

      The 1997 tax rate for Fairfax County is $1.29 per $100 of assessed value.
The following chart depicts a three-year prior history:

================================================================================
                       Tax Rates Per $100 of Assess Value
================================================================================
                              1993        1994           1995           1996
================================================================================
Taxing Authority            Tax Rate    Tax Rate       Tax Rate       Tax Rate
Fairfax County, Virginia    $1.1828     $1.1828        $1.2214        $1.2910
================================================================================

      The historical tax rate chart above indicates that rates had been flat
from 1993 through 1994. However, falling property values, thus lower tax
assessments, have added upward pressure to tax rates as indicated in 1995 and
1996. The change equates to 3.3 and 5.7 percent, respectively. The compound rate
of growth from 1993 to 1997 was 2.3 percent. It is difficult, at best, to judge
the likelihood of future tax rate increases when viewing only a brief history.
Tax rates tend to increase or decrease based upon increasing governmental
budgets and the total tax base, and over the longer term, seven to ten years,
they tend to fall in line with inflationary trends, except in fast growing areas
where new services are required.

Tax Assessment

      The subject's 1997 full cash value and subsequent assessment is outlined
in the following table.

================================================================================
                                  Campus Point
                         Full Cash Value and Assessment
================================================================================
                Land Value                           $ 2,744,400
                Improvement Value                    $14,816,170
                                                     -----------
                Total Value                          $17,560,570
                Taxable Assessment                   $17,560,570
                Tax Rate                              x    .0129
                                                     -----------
                Taxes Due                            $226,531.35
================================================================================

Ad Valorem Tax Conclusions

      As developed above, the net tax associated with the subject property is
$226,531, or $1.32 per square foot for the 1996 tax year. Taking into
consideration future tax rate increases and the potential for increases in the
assessed value of the subject, we have projected that taxes for the subject
property will increase at 3.5 percent annually.

      In an effort to evaluate the fairness of the subject's current assessed
value and future prospects for a change in the assessment, we have compared the
assessment to the

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Real Estate Taxes and Assessments

market value estimate concluded in this report, and considered the potential for
future changes in the assessed value of the subject brought about by changing
market conditions.

      The full cash value for the subject property is about 30 percent below our
value conclusion. We anticipate that the subject will experience a tax increase
during the next reassesment cycle in January 1998 based on our value conclusion.
Thereafter, we are projecting growth in real estate taxes consistent with
inflationary expectations, or about 3.5 percent per year.

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                                                                          ZONING
================================================================================

      The governing agency for zoning is the Fairfax County Planning and Zoning
Commission. The site is zoned 1-3, a light industrial zone of Fairfax County.
The 1-3 district is established to provide areas for scientific research,
offices, development and training, manufacture and assembly of products, and
related supply activities. This district is designed to accommodate a broad
spectrum of uses including establishments for scientific research, development
and training, general office, financial institutions, private schools of general
and/or special education, and warehouses. The subject represents a permitted
use.

      The restrictions imposed by this classification are as follows:

      Height Restriction:                   75 feet

      Front Yard:                           A minimum of 40 feet

      Side Yard:                            None required

      Rear Yard:                            None required

      Minimum Lot Size:                     40,000 square feet

      Minimum Lot Width:                    100 feet

      Maximum Floor Area Ratio:             0.30

      Open Space:                           15%

      Off Street Parking:                   For buildings with more than 125,000
                                            square feet of gross floor area
                                            (GFA): 2.6 spaces for each 1,000
                                            square feet of GFA.

      Based upon our visual inspection, the subject appears to conform to the
applicable zoning regulations, including parking requirements. However, we are
not experts in the interpretation of complex zoning ordinances. The
determination of compliance is beyond the scope of a real estate appraisal.

      To the best of our knowledge other deed restrictions (private or public)
further limit the subject property's use. We cannot guarantee that no such
restrictions exist. Deed restrictions are a legal matter and only a title
examination by an attorney or title company can usually uncover such restrictive
covenants. Thus, we recommend a title search to determine if any such
restrictions do exist.

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<PAGE>

                                                             HIGHESTAND BEST USE
================================================================================

      According to the Dicionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute , the highest and best use of real
property is defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability.

      We evaluated the sites' highest and best use as if vacant. In this case,
the highest and best use must meet the aforementioned criteria. The use must be
(1) legally permissible, (2) physically possible, (3) financially feasible, and
(4) maximally productive.

Highest and Best Use, As If Vacant

      The first test concerns permitted uses. According to our understanding of
the zoning ordinance noted earlier in this report, the site could be developed
with research and development, general office, financial institutions, and
warehouses uses. Residential and retail uses are not permitted.

      The second test is what is physically possible. As discussed in the
Property Description section, the site's shape, soil, available utilities,
topography, etc. do not physically limit its use given its suburban location.
Additionally, we know of no easements which adversely impact the property. Thus,
the site has no physical limiting conditions, other than size, to restrict its
development.

      The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. After determining those uses which are
physically possible and legally permissible, the remaining uses must be analyzed
in light of their financial feasibility. That is, for a potential use to be
seriously considered, it must have the potential to provide a sufficient return
to attract investment capital from alternative forms of investments.

      As stated earlier, the subject lies in the midst of office development.
Additional office use would be logical and consistent with surrounding uses.
Other successful office developments have been developed in the area, leading to
the conclusion that another similar use may also succeed. With the site's
exposure and good access, prospective tenants would likely be interested in this
location. While some light industrial uses can be found in the area, office uses
usually provided more value than this use. Therefore, we conclude that the
highest and best use of the subject would be to develop an office building.

      As depicted in the Office Market Analysis section, some new speculative
construction is occurring in the adjacent Route 28/Dulles submarket; however,
the office submarket in which the subject is located continues to experience
rental rates that are below what would be considered economic for new
speculative construction. In addition, overall occupancies have also not quite
reached the point of stabilization. However, both occupancies and rental rates
are showing signs of improvement, particularly for high quality buildings.
Supply of and demand for new office development would have to return to
equilibrium before development would be justified. In

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                                                            Highest and Best Use
================================================================================

addition, there is little financial or debt support for any speculative
development. Thus, development of this site, if it were vacant, appears unlikely
at this time.

      Given all factors, we conclude that the highest and best use of the
subject site as if vacant is office use; however, market conditions preclude
immediate development, necessitating that the property be held until market
conditions improve. Consequently, we anticipate that it may be several more
years before rental rates and occupancies will support new speculative office
construction in the subject's locale. Build-to-suit construction, however, could
conceivably begin much sooner given a lease with terms considered acceptable to
the financial community.

      In summary, given the income producing product alternatives, it is our
opinion that the highest and best use of the subject site, as though vacant
today, would be for the eventual development of a mid- density office project,
as a speculative multi-tenant building, once rental rates have recovered to a
level that would support new construction. Overall, a holding period would
probably be required for the site until such time as market demand would dictate
a need for additional speculative office development or a user could be secured.
This inherently assumes that once the market imbalance is corrected, the
cost/benefit equation, i.e., cost versus value, would support additional
construction.

As Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained as is so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      The highest and best use "as vacant" and "as improved" must be compatible.
If the site value as though vacant is greater than the property as improved
(less demolition cost), then existing improvements have no value. Sometimes,
however, existing improvements have interim use value. If the highest and best
use of the site as though vacant is holding for future development, then the
improvements might make a short term contribution to property value.

      As noted in the Property Description section of this report, the subject
site is improved with a two-story building totaling 172,448 net rentable square
feet. Completed in 1985, the improvements are functional in design and are of
good quality when compared to suburban office developments in Fairfax County.
The building is currently 100 percent occupied by a single tenant.

      The data within the Office Market Analysis section revealed that the
submarket in which the subject competes is recovering from the overbuilding and
the soft economy of the 1980s and early 1990s. Our survey of the direct
competition indicated an average occupancy of 85 percent. As improved, the
subject is capable of providing an adequate return to the land both on an
intermediate and long-term basis. This conclusion is supported by the data and
analysis presented in the balance of this report. This premise is obviously
contingent upon property management utilizing a course of action which will be
conducive to maximizing occupancy and

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                                                            Highest and Best Use
================================================================================

rent levels. For these reasons, it is our opinion that the highest and best use
of this site, as improved, is for continued use as a single-tenant office
project.

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                                                               VALUATION PROCESS
================================================================================

      Appraisers typically use three approaches in valuing improved property.
These include the Cost Approach, the Sales Comparison Approach and the Income
Approach. The type and age of the property and the quantity and quality of data
affect the applicability of each approach in a specific appraisal situation. The
strengths and weaknesses of each approach utilized are weighed in the final
analysis with the approach or approaches offering the greatest quantity and
quality of supporting data given most consideration in the final analysis. In
this appraisal, we have used the Sales Comparison Approach and the Income
Capitalization Approach to develop a market value estimate. In addition, we have
provided a replacement cost estimate in the Addenda.

      The Cost Approach was not performed for the following reasons:

      |_|   This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      |_|   The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      |_|   The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

      In the Sales Comparison Approach, we performed the following steps:

      |_|   Searched the market for recent office building sales;

      |_|   Analyzed those sales on the basis of the sales price per square foot
            (net rentable area); and

      |_|   Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      |_|   Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office, and
            industrial uses. 

      |_|   Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      |_|   Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      |_|   Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

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                                                               Valuation Process
================================================================================

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.
      o     Considered the type and reliability of the data used and
            applicability of each approach.
      o     Reconciled the approaches to a final value conclusion.

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                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      Inherent in the Sales Comparison Approach is the principle of
substitution, which holds that when a property is replaceable in the market, its
value tends to be set at the cost of acquiring an equally desirable substitute
property, assuming that no costly delay is encountered in making the
substitution. We have compared the subject property to several relevant property
sales.

      By analyzing sales which qualify as arm's-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. Comparability in physical, locational and economic characteristics are
important criteria when selecting the sales for comparison with the subject
property. The basic steps involved in the application of this approach are as
follows:

      (1)   researching recent, relevant property sales and current offerings
            throughout the competitive area;

      (2)   selecting and analyzing those properties considered most similar to
            the subject, considering changes in economic conditions that may
            have occurred between the s7ale date and the date of value, and
            other physical, functional or locational factors;

      (3)   identifying the sales which include favorable financing and
            calculate the cash equivalent price;

      (4)   reducing the sale prices to common units of comparison, such as
            price per square foot of building area (in this net rentable area);

      (5)   making appropriate adjustment between the comparable properties and
            the property appraised; and

      (6)   interpreting the adjusted results and drawing a logical value
            conclusion.

      In this instance, the sale prices inherent in the comparables were reduced
to those common units of comparison that can be used to analyze improved
properties that are similar to the subject. Considering the available units of
comparison, one of the most important benchmarks used by buyers and sellers of
office building is price per square foot of net rentable area (NRA).

      The following summary chart includes recent transactions of suburban
office buildings from which price trends can be identified for the extraction of
value parameters. The complete survey results on each property appear in detain
in the Addenda of the report.

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


                                      -48-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

                                  Campus Point
                            1880 Campus Commons Drive
                                Reston, Virginia

                            Summary of Building Sales

<TABLE>
<CAPTION>
=================================================================================================================================
                                                       Year Built     Net                     Cash         Sale Price  Overall
Sale                                                   ----------   Rentable    Percent     Equivalent       Per SF     Rate
 No.          Name/Location               Sale Date    Renovated    Area (SF)   Occupied    Sale Price       (NRA)
=================================================================================================================================
<S>                                       <C>             <C>         <C>         <C>        <C>             <C>        <C>   
  1     Intergraph                        March 1997      1985        67,900      100%       $8,425,000      $124.08    10.30%
        2051 Mercator Drive
        Reston, Virginia                               
- ---------------------------------------------------------------------------------------------------------------------------------
  2     Sprint                             December       1983       553,362      100%      $76,300,000      $137.88      N/A
        12490-12526 Sunrise Valley Drive      1996
        Reston, Virginia                  
- ---------------------------------------------------------------------------------------------------------------------------------
  3     Dulles Corner                      December       1990       280,672      100%      $41,100,000      $146.43     8.54%
        2411 Dulles Corner Blvd              1996
        Herndon, Virginia
- ---------------------------------------------------------------------------------------------------------------------------------
  4     Commerce Park IV & V               December       1986       308,690       95%      $40,750,000      $132.01      9.2%
        11400 & 40 Commerce Park Drive       1996
        Reston, Virginia                     
- ---------------------------------------------------------------------------------------------------------------------------------
Subj    Campus Point                       Date of        1985       172,448      100%                              
        Reston, VirgInIa                    Value
=================================================================================================================================
</TABLE>

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


                                      -49-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Sales Price Per Square Foot Analysis

      The four comparables indicate sales prices ranging from $124.08 to $146.43
per square foot of net rentable area on a cash equivalent basis. The prices per
square foot have been influenced by differences in construction quality,
condition of the premises, character of the tenancy, and location. Nevertheless,
it is important to address each property in terms of the conventional sequence
of adjustments. Following are those considerations which are relevant to the
subject. The first three elements must be considered in advance of applying any
other compensating factors to derive value conclusions via the sales price per
square foot methodology. These same three factors must also be addressed before
the selection of an effective gross income multiplier.

      Property Rights Conveyed

      As shown in the summary table, all of the comparables are encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case.
Consequently, no adjustments are warranted for differences in property rights
conveyed.

      Seller Financing/Cash Equivalency

      All of the comparables were sold on the basis of cash to the seller or
cash equivalent financing. Thus, we have made no adjustments to the comparables
for seller financing.

      Conditions of Sale

      We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

      Date of Sale

      As shown in the summary table, the transactions occurred between December
1996 and March 1997. Given that these sales occurred within the last seven
months, no adjustments were deemed necessary for date of sale.

      Other

      Most of the additional considerations for the comparables involve
locational issues, design and quality elements, and economic factors. It is
noted that the subject property is 100% leased to a single tenant at a rental
rate of $13.65 per square foot, triple net. In the following discussion, we
compare each of the improved sales to the subject property and conclude if the
comparable is similar, inferior or superior.

      Comparable 1-1, the Intergraph Building, is located at 2051 Mercator Drive
within a few miles west of the subject within the Reston/Hemdon submarket. This
locale is considered comparable to the subject's. The building was constructed
in 1985 and is of similar to the subject from a physical standpoint. The sale
involved a 20 year leaseback to the tenant at a rental rate of $13.20 per square
foot, triple net. Reportedly, the property sold at a high overall rate due to
the poor credit rating of the tenant. This property is considered basically
equivalent to the subject from a locational and physical standpoint, but
somewhat inferior from an economic (credit rating) standpoint. Overall, we have
labeled the sale of this building as slightly inferior to the subject.

      Comparable 1-2, the Sprint Building, located at 12490-12526 Sunrise Valley
Drive is also located a few miles west of the subject and is considered similar
in terms of location. Constructed in 1983, the building is similar in
age/condition to the subject. The property was acquired by the

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


                                      -50-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach

tenant, who had leased the entire building since the mid-1980s. This property is
considered basically equivalent to the subject from a locational, physical and
economic standpoint and does not require any adjustments.

      Comparable 1-3, Dulles Comer, is located several miles west of the subject
on Dulles Comer Boulevard in the Route 28/Dulles submarket. This area is
considered slightly superior to the Reston submarket due to its lower vacancy
and proximity to Route 28 and the Dulles Airport. The building was constructed
in 1990 and represents slightly newer construction than the subject. At the time
of sale, the property was 100 percent leased to multi-tenants at an average
rental rate of MM per square foot, full service. This property is considered
similar to the subject from an economic standpoint, but superior from a
locational and physical standpoint.

      Comparable 1-4, Commerce Center IV and V, is located off of Commerce Park
Drive immediately west of the subject. These buildings were construction in 1988
and 1989 and are slightly newer in age/condition than the subject. The buildings
contain some lower level (basement) space that is leased at a low rental rate.
The buildings were 100 percent leased to various tenants at the time of sale, at
an average rental rate of $16.84 per square foot, full service. There is a
significant proportion of older below market leases. The largest tenant is
Cordant, who occupies 136,798 square feet or 45 percent of the building through
the year 2000 and occupies most of the lower level space. The property has
minimal rollover until the year 2002, when 53 percent of the leases expire. This
sale is similar to the subject from a locational standpoint, slightly superior
from a physical standpoint, and inferior from an economic standpoint due to the
large number of below market leases. Overall, this sale is rated slightly
inferior to the subject due to the significant number of below market leases.

      The following chart summarizes how each sale compares to the subject
property from a physical, locations[ and economic (occupancy and rental rate)
standpoint.

               ========================================================
                          Improved Sales Comparison
               ========================================================
                                                 Overall Rating
                             Sale Price            Relative to
                  No.          Per SIF            the Subject
               ========================================================
                  1-1          $124.08               Inferior
                  1-2          $137.88         Basically Equivalent
                  1-3          $146.43              Superior
                  1-4          $132.01           Slightly Inferior
               ========================================================

      Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best.

      Comparables 1-1 and 1-4, with sale prices of $124.08 to $132.01 per square
foot, are considered inferior to the subject, while Comparable 1-3, with a sale
price of $146-43 per square foot, is considered superior. Thus, the subject's
value should most likely fall within the range of $132.01 and $146.43 per square
foot, and probably nearer the low end because it is considered

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


                                      -51-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

only slightly superior to Sale I-4 at $132.01 per square foot and basically
equivalent to Sale I-2 at $137.88 per square foot.

      Based on the information presented, we have concluded at a value range for
the subject of $135 to $137 per net rentable square foot. When applied to the
net rentable area, our estimated value range by the sales price per square foot
method is presented as follows:

    =====================================================================
                    Sales Price Per Square Foot Unit Analysis
    =====================================================================
     172,448 SF    x    $135.00/SF             =           $23,280,480
     172,448 SF    x    $137.00/SF             =           $23,625,376
    =====================================================================
                       Concluded to:                       $23,500,000
    =====================================================================

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


                                      -52-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 INCOME APPROACH
================================================================================

Methodology

      The income approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property; however, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a difficult technique to
administer. The subject property is leased to a single tenant whose lease
expires in the year 2000. Thus, the property has the potential to experience
significant rollover in the near future. It is our opinion that the majority of
investors for a property like the subject would utilize the discounted cash flow
method, in an attempt to mirror this potential rollover. In addition, overall,
office market conditions are continuing to strengthen. Consequently, the
discounted cash flow method affords the most realistic method of reflecting
investor expectations of the current period, as well as the projected continued
recovery. For this reason, it is our opinion that the discounted cash flow
method is the most appropriate method in the valuation of the subject property.
As such, the direct capitalization method will not be used in this analysis but
at the conclusion of the income approach, we will analyze the resulting overall
capitalization rate derived from the discounted cash flow analysis as a check
for reasonableness.

      Following is an analysis of the current market rental rates, existing
leases in place, other revenue, vacancy and collection loss projections, and
historical/future operating and fixed expenses for the subject property.

Potential Gross Income

      Summary of Existing Leases

      The object of this appraisal is to estimate the value of the leased fee
estate in the subject property. Accordingly, consideration must be given to the
leases in place at the time of appraised valuation. The actual leases for the
subject's tenants are incorporated in the following discounted cash flow
analysis. We utilize Pro-Ject +plus, a software program designed to analysis
multi-tenant properties, in this analysis and several of the computer generated
reports are included in the Addenda.

      The subject is fully leased to Bell Atlantic through April 2001 at a
rental rate of $13.65 per square foot, triple net. The rent will remain stable
for the remainder of the lease term. Bell Atlantic has a sublease with Perot
Systems.

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


                                      -53-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

Assumptions Regarding the Existing Leases

      Information provided by management indicates that the tenant is not in
default of their lease. We assume that the existing tenant will continue to pay
rent under the terms of their lease obligations. We address renewal probability
in the Vacancy and Collection Loss section.

Lease Expirations

      In our analysis, consideration is also given to lease expiration schedule.
The timing of lease expiration is an important element and a prospective buyer
would attempt to assess the risk relative to upcoming turnover. For example, a
large lease expiring in the near future would indicate the possibility of a
significant drop in income and consequently a higher risk factor might be
appropriate.

      As previously indicated, the property is 100 percent leased to a single
tenant whose lease expires in April 2001. Thus, the risk associated with lease
expirations at the subject property are considered to be a significant factor.

Estimate of Current Market Rent

      In order to gauge the reasonableness of the quoted rent and form a
conclusion as to the current market rent for the subject property, , we have
analyzed actual lease data. The tables on the following pages highlights several
competitive office buildings in the subject submarket.

Comparable Building Leases

      The competitive projects reflect a rental range of $15.00 to $16.42 per
square foot, triple net and $23.75 per square foot, full service. Adjusting the
full service lease to a triple net basis by deducting approximately $5.00 per
square foot for expenses, indicates an adjusted triple net rent of $18.75 per
square foot. Rental R-1, which was adjusted to $18.75 per square foot, triple
net, is located in a superior market relative to the subject due to its
closer-in location to Washington D.C. and the Capital Beltway. Thus, the
subject's rent should be lower than this rental. Rental R-5, at $16.42 per
square foot, triple net, also enjoys a closer-in location and is considered
superior. Rentals R-2 through R-4 are located in the subject's general vicinity
and are considered most similar to the subject from a locational standpoint.
Rental R-3, at $15.60 per square foot, represents a build-to-suit slated for
delivery in February 1999; thus, it is substantially newer than the subject and
is considered superior from a physical standpoint. Overall, Rental R-3 is
considered most similar to the subject given its location and size. Placing most
emphasis on this rental, we have estimated the subject's market rent at $15.00
per square foot, triple net.

      The comparables indicated tenant improvement allowances of $0.00 to $30.00
per square foot for new and second generation space, with the majority in the
$10.00 to $20.00 per square foot range. No free rent concessions were indicated
for any of the comparables. Annual rent escalations were generally 2.5 to 3.0
percent per year. Lease terms ranged from 10 to 20 years.

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


                                      -54-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Campus Point
                            1880 Campus Commons Drive
                        Reston, Fairfax County, Virginia

                           Summary of Rent Comparables

<TABLE>
<CAPTION>
===========================================================================================================
Comp.                                              Area       Lease    Rental Rate                   Term  
 No.   Name/Location                 Tenant     Leased (SF)    Date      ($/SF)       Recoveries     (Yrs) 
===========================================================================================================
<S>    <C>                           <C>          <C>          <C>       <C>         <C>              <C>  
 R-1   l945 Old Gallows Road         UUNET        139,155      05/97     $23.75      Full Service     10.0 
       Tysons Corner, Virginia                                                                             
                                                                                                           
                                                                                                           

 R-2   4795 Meadow Wood Lane          MCI         153,674      02/97     $15.00       Triple Net      10.0 
       Chantilly, Virginia                                                                                 

 R-3   Sunset Hills Road              BDM         310,000      01/97     $15.60       Triple Net      12.0 
         & Reston Pkwy                                                                                     
       Reston, Virginia

 R-4   14225 Newbrook Drive        American       248,000      12/96     $15.80       Triple Net      20.0 
       Chantilly, Virginia          Medical                                                                
                                 Laboratories

 R-5   4114 Legato Road               AMS         214,214      12/96     $16.42       Triple Net      12.0 
       Fairfax, Virginia                                                                                   
===========================================================================================================
</TABLE>


====================================================================
Comp.                                                Free Rent/
 No.   Name/Location              Escalations   Tenant Improvements
====================================================================
 R-1   l945 Old Gallows Road      2.5% + $1.50         50% rent
       Tysons Corner, Virginia     bump Yr 6            thru
                                                    construction
                                                      $17.00 sf

 R-2   4795 Meadow Wood Lane         2.75%              None
       Chantilly, Virginia                            $10.00 sf

 R-3   Sunset Hills Road             2.50%              None
         & Reston Pkwy                              Build-to-suit
       Reston, Virginia

 R-4   14225 Newbrook Drive          2.50%              None
       Chantilly, Virginia                              As is
                                

 R-5   4114 Legato Road              3.0%               None
       Fairfax, Virginia                              $30.00 sf
====================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      Based on the foregoing, we have estimated the following market rental
parameters for the subject:

                =====================================================
                        Market Rental Rate Parameters
                =====================================================
                   Base Rent                 $15.00/SF, Triple Net
                   Free Rent                 None
                   Expense Recoveries        Triple Net
                   Annual Escalations        3.0%
                   Term                      10 years
                   Office TIs per SF
                     New Tenants             $10.00
                     Renewal Tenants         $5.00
                =====================================================

Market Rent Forecast

      In addition to estimating the market rent for the subject, it is
appropriate to analyze what the rental growth rate will be in forecasting the
cash flows over the prescribed holding period. It is our contention that the
submarket will continue to experience an increase in rents over the next several
years. As discussed in the Market Analysis, rental rates for Class A space in
Reston have increased at a steady pace over the past four years. We anticipate
that this trend will continue. With new speculative construction occurring along
the Route 28 Corridor, we did not consider future rent spikes. Overall, we
anticpate that rent growth will pace the rate of inflation, or 3.5 percent per
year.

      Obviously, the timing and the amount of rent growth is somewhat
speculative and subjective on our part; however, we have attempted to measure
the effects of future occupancy changes in the market and the potential for
renewed speculative development once the rental rates for newer properties again
justify new office construction. As rental rates increase, newer properties and
those being renovated should benefit.

      Again, while not verifiable directly from the market, our projected future
market rent schedule attempts to recognize knowledgeable investors' long-term
growth expectations and is further supported by the Cushman & Wakefield Investor
Survey included in the Addenda.

      Free Rent Concessions 

      Free rent is not a factor in this environment. Interviews with leasing
agents and a review of the comparable leases indicated that free rent is
non-existent. Thus, we have not provided for any free rent and have selected a
rental rate that is net of any possible rent abatement.

Expense Recovery Income

      The existing tenant pays a complete pass through of all operating expenses
at the subject property, excluding structural repairs, leasing commissions and
alterations. This is typical of triple net leases in the marketplace.

Parking and Other Income

      Based on our survey of competitive office buildings, it is not common
practice to charge for parking in the subject's submarket. Only those buildings
with parking structures in central business district locations typically have
parking fees. Thus, parking income is not a factor at the subject.

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


                                      -56-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach

      Based on a review of the financial statements, the subject does not have a
history of receiving other income. Thus, we have not considered it in our
analysis.

Vacancy and Collection Loss

      Our cash flow projection assumes a tenant vacancy of 12 months upon lease
expiration set against our probability of renewal estimated at 60 percent. This
results in a weighted average downtime of approximately five months. in addition
to a vacancy/global credit loss provision applied to the gross rental income.
Given the strength of the existing tenant, we applied a vacancy/global credit
loss of 0.5 percent throughout the holding period.

      Based on the subject's weighted average downtime between leases, the
overall average occupancy rate of the subject property over the ten year holding
period is 4.0 percent, assuming an average ten year lease term. Including our
overall vacancy/global credit loss allowance, the implied overall occupancy rate
of the subject property over the ten year holding period is 4.5 percent.

Operating Expenses

      We based our estimate of operating expenses for the subject on a review of
the actual 1994 through 1996 expenses, as well as the 1997 budget. This data was
compared with expense comparables at similar suburban office buildings as well
as industry studies. In addition, we have consulted Cushman & Wakefield's
Management Services staff for further support. The Historical and Budget
Operating Statements for the subject property provided by property management
can be found in the Addenda.

      We have analyzed each item of expense individually and attempted to
project what the typical investor would consider reasonable. Increases in the
expenses during subsequent years are projected at 3.5 percent per annum. Based
on historical CPl trends, we conclude that our selected growth rate reflects an
overall inflationary rate over the long term. The forecast of growth rates in
all categories of expenses reflect typical investor expectations as noted in the
Cushman & Wakefield Investor Survey , a copy of which is in the Addenda. Except
where noted, our forecasted growth rate for the various expense categories
generally does not attempt to reflect growth rates for any individual year, but
rather the long term trend over the projected holding period.

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


                                      -57-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

Real Estate Taxes

      Real estate taxes are based on the actual assessment and tax rate reported
in the Real Estate Taxes and Assessment section. The Year One real estate taxes
are equal to $226,531, or $1.32 per square foot of net rentable area. As
previously discussed, the subject's current assessment is 30 percent below our
final value conclusion. We anticipate that the subject will experience a
sizeable tax increase during the next reassesment cycle in January 1998 based on
our estimated value conclusion.

Operating Expenses

      Operating expenses include utilities, repairs and maintenance, janitorial
and service contracts, insurance, etc. The building's actual costs have average
$0.90 to $1.24 per square foot. The 1997 budgeted expense is in line with the
historicals at $1.23 per square foot and is considered reasonable. Thus, we have
estimated this expense consistent with the budget, or $1.23 per square foot.

General & Administrative

      These expenses are directly connected to the administration of the
building, including office payroll, general office expense, advertising and
other miscellaneous expenses. The building's actual costs have average $0.04 to
$0.08 per square foot. The 1997 budgeted expense is slightly higher than
historicals at $0.11 per square foot. A review of the budget indicated that the
largest increase within this expense category is for maintenance salaries. The
overall budgeted salaries of $11,964 per year does not appear reasonable for a
building of the subject's size; thus, we have estimated this expense consistent
with the budget, or $0.11 per square foot.

Management Fees

      This expense represents the fee for management responsibilities, whether
provided by an outside company or ownership. This includes rent collection,
property supervision and budget preparation. Cushman & Wakefield Property
Management personnel reported that typical management agreements range from 2.5
to 3.0 percent of effective gross income. The management fee charged at the
subject is 3.0 percent of effective gross income. It is our opinion that this
rate is reflective of market parameters and as such, a management fee equal to
3.0 percent of effective gross income is estimated for the subject.

Leasing Commissions

      New leases will require a leasing commission equivalent to 4.0 percent of
total rental income and 2.0 percent on renewal leases. The new lease commission
rate reflects the fact that a landlord will typically be charged a commission of
3.0 to 4.0 percent by the tenant's agent and 2.0 to 3.0 percent by the
landlord's agent. Upon renewal, landlords resist paying leasing commissions, but
typically pay a portion of the full commission rate or a partial fee to the
management company for its assistance in working with the tenant. This expense
item is not passed through to the tenant. The probability factor is used for
speculative renewals.

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


                                      -59-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

Tenant Improvements/Finish

      The tenant improvement allowance was previously discussed and is projected
to be $10.00 per square foot for new tenants and $5.00 per square foot for
renewals. This expense is also not passed through to the tenants. The
probability factor applies to speculative renewals. Tenant improvements/finish
costs are projected to increase at the rate of 3.5 percent per year through the
projection period.

Capital Replacements/Reserves

      Reserves for replacements should be (though as a practical matter, they
may not be) set aside to accumulate an amount sufficient to replace and/or
repair certain major building components, i.e., roof, HVAC system, etc. during
the period under analysis. Taking into consideration the subject's age, we have
estimated capital reserves of $0.25 per net rentable square foot for Year One,
increasing by 3.5 percent per year throughout our analysis.

      Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for fiscal year 1998 equates to $579,820 or $3.36 per square foot of
gross leasable area, excluding capital replacements, tenant alterations and
leasing commissions. These expenses appear low for an office building; however,
the tenant pays their own electric, janitorial, and repairs and maintenance
expenses. The growth rates incorporated in our projections result in a 4.6
percent annual compound growth rate over the holding period, which is higher
than our estimate due to the anticipated increase in real estate taxes after
year one.

Discounted Cash Flow Analysis

      Based on the assumptions and projects discussed, we employed the Pro-Ject
+plus computer program, which has the flexibility to allow for a tenant by
tenant analysis, to calculate the subject's forecasted cash flow. It also allows
for a variety of assumptions regarding future income streams and expenses. On
the following page is our pro forma of annual cash flows for the property over a
10 year holding period. An 11th year was used to calculate the reversion. We
used the following figures and assumptions in the computer model.

       Years in Forecast:                            11

       Holding Period:                               10

       Starting Date:                                July 1, 1997

       Market Rental Rate (Year 1)                   $15.00 per SF, Triple Net

       Miscellaneous Income:                         N/A

       Growth in Market Rental Rate:                 3.5% per annum

       Expense and Tax Pass-Throughs:                Tenants pay pro-rata share
                                                     of all operating expenses.

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


                                      -60-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Campus Point

                            1880 Campus Commons Drive
                        Reston, Fairfax County, Virginia

                               Cash Flow Analysis

<TABLE>
<CAPTION>
==================================================================================================================================
                              Calendar     Calendar     Calendar     Calendar     Calendar     Calendar     Calendar     Calendar 
                                  Year         Year         Year         Year         Year         Year         Year         Year 
                                  1998         1999         2000         2001         2002         2003         2004         2005 
==================================================================================================================================
<S>                         <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>        
REVENUE FROM OPERATIONS
  Rental Income             $2,353,915   $2,353,915   $2,353,915   $2,157,756   $1,978,880   $3,017,792   $3,093,238   $3,170,569 
  Total Recoveries            $579,819     $637,327     $657,099     $608,798     $468,479     $741,096     $766,105     $791,967 
  Less: Credit Loss           ($14,669)    ($14,956)    ($15,055)    ($13,833)    ($12,237)    ($18,794)    ($19,297)    ($19,813)
                           -------------------------------------------------------------------------------------------------------
Effective Gross Income      $2,919,065   $2,976,286   $2,995,959   $2,752,721   $2,435,122   $3,740,094   $3,840,046   $3,942,723 

EXPENSES
  Real Estate Taxes           $257,381     $304,953     $315,627     $326,674     $338,107     $349,941     $362,189     $374,865 
  Operating Expenses          $215,018     $222,543     $230,332     $238,394     $246,738     $255,373     $264,312     $273,562 
  General & Administrative     $19,849      $20,544      $21,263      $22,007      $22,778      $23,575      $24,400      $25,254 
  Management                   $87,572      $89,289      $89,879      $82,582      $73,054     $112,203     $115,201     $118,282 
                           -------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $579,820     $637,329     $657,101     $669,657     $680,677     $741,092     $766,102     $791,963 

                           =======================================================================================================
Net Operating Income        $2,339,245   $2,338,957   $2,338,858   $2,083,064   $1,754,445   $2,999,002   $3,073,944   $3,150,760 
                           =======================================================================================================

  Commissions                       $0           $0           $0           $0   $1,064,168           $0           $0           $0 
  Capital Reserves             $43,112      $44,621      $46,183      $47,799      $49,472      $51,204      $52,996      $54,851 
  Alterations                       $0           $0           $0           $0   $1,385,216           $0           $0           $0 
                           -------------------------------------------------------------------------------------------------------
                            $2,296,133   $2,294,336   $2,292,675   $2,035,265    ($744,411)  $2,947,798   $3,020,948   $3,095,909 
==================================================================================================================================
</TABLE>


=================================================================
                              Calendar     Calendar     Calendar
                                  Year         Year         Year
                                  2006         2007         2008
=================================================================
REVENUE FROM OPERATIONS
  Rental Income             $3,249,833   $3,331,079   $3,414,355
  Total Recoveries            $818,711     $846,365     $874,983
  Less: Credit Loss           ($20,343)    ($20,887)    ($21,447)
                           --------------------------------------
Effective Gross Income      $4,048,201   $4,156,557   $4,267,871

EXPENSES
  Real Estate Taxes           $387,986     $401,565     $415,620
  Operating Expenses          $283,137     $293,047     $303,304
  General & Administrative     $26,138      $27,053      $27,999
  Management                  $121,446     $124,697     $128,036
                           --------------------------------------
TOTAL EXPENSES                $818,707     $846,362     $874,959

                           ======================================
Net Operating Income        $3,229,494   $3,310,195   $3,392,912
                           ======================================

  Commissions                       $0           $0           $0
  Capital Reserves             $56,770      $58,757      $60,814
  Alterations                       $0           $0           $0
                           --------------------------------------
                            $3,172,724   $3,251,438   $3,332,098
=================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

       Expense Growth Rate:                   3.5% per annum

       Consumer Price Index:                  3.5% per annum

       Free Rent:                             None

       Lease Term (Typical):                  10 years

       Renewal Probability:                   60%

       Tenant Improvements - New Leases       $10.00 per SF

       Tenant Improvements - Renewing Leases  $5.00 per SF

       Leasing Commissions:                   4% new leases; 2% for renewals.
                                              All payable in year 1 of the
                                              lease.

       Vacancy Between Leases:                12 months (prior to renewal
                                              probability of 60%; effective
                                              vacancy is 5 months

       Credit Loss:                           0.5%

       Reversion Cap Rate:                    10% (applied to net operating
                                              income).

       Reversion Selling Expenses:            3% (includes brokerage, legal fees
                                              and estimated transfer taxes).

       Discount Rate (IRR):                   12.0% (see Discount Rate
                                              Analysis).

Derivation of Terminal Value

      The sale of the property is projected to occur in the final year of our
analysis. We estimated the terminal value using the direct capitalization method
wherein an overall rate is applied directly to the net operating income from the
eleventh year of the projection.

      We derived the terminal capitalization rate from an analysis of the actual
market sales in the Sales Comparison Approach and information noted in the real
estate investment market. The capitalization rate (OAR) is computed by dividing
net operating income by the sales price. The market derived overall
capitalization rates from the comparable sales are as follows:

               ====================================================
                        Summary of Capitalization Rates
               ====================================================
                      Sale                   Capitalization
                      No.                         Rate
               ====================================================
                        1                        10.30%
                        2                           N/A
                        3                         8.54%
                        4                         9.20%
               ====================================================

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


                                      -62-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach

The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 8.30 to 10.30 percent. A premium was added to
today's rate to allow for the risk of unforeseen events or trends which might
affect our estimate of net operating income during the holding period, including
a possible deterioration in market conditions for the property. Investors
typically add 50 to 100 basis points to the "going-in" rate to arrive at a
terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys.

Discount Rate Analysis

      We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

   ======================================================================
                           Autumn 1996 Investor Survey
                            Suburban Office Buildings
   ======================================================================
                    Going-In          Terminal             IRR
   ----------------------------------------------------------------------
                 Low      High       Low     High      Low    High
   ======================================================================
       Mean     8.80%     9.50%     9.30%     9.90%    11.2%  11.6%
   ----------------------------------------------------------------------
       Range    8.00%     11.0%     8.00%     11.0%    10.0%  13.0%
   ======================================================================

      The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring high-grade investment properties in
the United States. Generally speaking, our survey reveals terminal
capitalization rates of 8.0 to 11.0 percent with the average low and high
responses of 9.3 and 9.9 percent for investment grade offices in non-CBD
suburban locations.

      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant roll-overs; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The

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


                                      -63-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach

property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

      The Washington, D.C. area has been consistently cited as one of the top
office investment markets in the country. With the strength of the office demand
created by the federal government and the national and international entities
that must locate in close proximity to the seat of government, this market is
highly regarded among investors. With the persistent questions about future
federal employment, and hence office space demand, some caution is warranted.
Even so, the capitalization rates and yield rates required by investors for
quality properties in the metropolitan area are consistently among the lowest in
the nation.

      In our DCF model, we selected a terminal capitalization rate that
accounted for the anticipated holding period and reflected the subject's
tenancy, quality and location. This rate also reflected the risk involved in our
DCF analysis based on the income and expense projections that were modeled, as
well as the approximate age of the property at the end of the holding period.
The rate we selected reflects the significant rollover risk in year four of the
analysis when 100 percent of the bulding expires due to Bell Atlantics lease
expiration.

Conclusion

      Using a 10.0 percent terminal rate and a 12.0 percent discount rate, our
cash flow model indicated a value of $23,300,000 or $135.11 per square foot, as
shown on the following page. This value estimate produces an implied going-in
capitalization rate of 10.0 percent, which falls toward the upper end of the
range generally required by investors as noted in the Cushman & Wakefield
Investor Survey. We deem this reasonable because of the property has a relative
flat income stream during the first four years of the analysis due to the flat
Bell Atlantic lease.

      Regarding the composition of the yield, as analyzed in the Discounted Cash
Flow Analysis chart, 55 percent of the subject's ultimate yield is derived from
the cash flow of the property with the balance attributable to the reversion or
resale of the property at the conclusion of the holding period. Typical investor
requirements dictate that a substantial amount of the value be derived from the
cash flow. Greater risk is evident when the reversion provides a larger
percentage of the overall return than the cash flows. The average cash on cash
return is 10.2 percent, based on this value conclusion. This rate would generate
investor interest because the yields are appropriate relative to the risks
involved.

      Thus, it is our opinion that the market value of the property by the
Income Approach, is $23,300,000.

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


                                      -64-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                  Campus Point
                            1880 Campus Commons Drive
                        Reston, Fairfax County, Virginia

                          Discounted Cash Flow Analysis

================================================================================
            NET             DISCOUNT        PRESENT                    ANNUAL
CALENDAR   CASH             FACTOR @        VALUE OF   COMPOSITION  CASH ON CASH
  YEAR     FLOW               12.00%       CASH FLOWS    OF YIELD      RETURN
================================================================================

  1998     $2,296,133    X   0.89286   =   $2,050,119      8.81%        9.85%
  1999     $2,294,336    X   0.79719   =   $1,829,031      7.86%        9.85%
  2000     $2,292,675    X   0.71178   =   $1,631,881      7.01%        9.84%
  2001     $2,035,265    X   0.63552   =   $1,293,448      5.56%        8.74%
  2002      ($744,411)   X   0.56743   =    ($422,399)    -1.81%       -3.19%
  2003     $2,947,798    X   0.50663   =   $1,493,446      6.42%       12.65%
  2004     $3,020,948    X   0.45235   =   $1,366,523      5.87%       12.97%
  2005     $3,095,909    X   0.40388   =   $1,250,386      5.37%       13.29%
  2006     $3,172,724    X   0.36061   =   $1,144,116      4.91%       13.62%
  2007     $3,251,438    X   0.32197   =   $1,046,876      4.50%       13.95%
                                          -----------     ------
Total Present Value of Cash Flows         $12,683,427     54.48%       10.16%
                                                                      Average

Reversion:
  2008     $3,392,912 (1) /   10.00%   =  $33,929,120
         Less: Cost of Sale @  3.00%       $1,017,874
                                          -----------    
         Net Reversion                    $32,911,246
         X Discount Factor                    0.32197
                                          -----------    

Total Present Value of Reversion          $10,596,541     45.52%

Total Present Value of Cash Flow          $23,279,967    100.00%

           ROUNDED:                       $23,300,000
                                          ===========

          -------------------------------------------------------
           Gross Leasable Area (S.F.):                   172,448
           Per Square Foot of Gross Leasable Area:       $135.11
           Implicit Going-In Capitalization Rate:     
             Year One NOI                             $2,339,245
             Going-In Capitalization Rate:                 10.0%
          -------------------------------------------------------
                                                  
Note: (1) Net Operating Income
================================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We employed all three approaches to value in our analysis. The indicated
values are shown below:

           Sales Comparison Approach                 $23,500,000
           Income Approach                           $23,300,000

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      Based on the above discussion, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications and definitions as of July 1,
1997, was:

               TWENTY THREE MILLION THREE HUNDRED THOUSAND DOLLARS
                                   $23,300,000

Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal, whereas exposure time is presumed
to precede the effective date of appraisal. The

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


                                      -66-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                       Reconciliation and Final Value Conclusion
================================================================================

estimate of marketing time uses some of the same data analyzed in the process of
estimating the reasonable exposure time and is not intended to be a prediction
of a date of sale.

      Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would be about 12 months.

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


                                      -67-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

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


                                      -68-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    In preparing this appraisal, we have relied on the rent roll and the
      history of income and expenses furnished by the owner or the management
      company representing the owner. We have not reviewed actual tenant leases.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

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


                                      -69-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

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

1.    Kelly J. Small inspected the property and prepared the report, and Donald
      R. Morris, MAI, Manager, Cushman & Wakefield of Washington D.C., Valuation
      Advisory Services, reviewed and approved the report.

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

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

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

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the Uniform Standards of Professional
      Appraisal Practice of the Appraisal Foundation and the Code of
      Professional Ethics and the Standards of Professional Appraisal Practice
      of the Appraisal Institute.

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

9.    As of the date of this report, Donald R. Morris, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

10.   We estimate that the prospective market value of the leased fee estate in
      the existing office building, subject to the assumptions, limiting
      conditions, certifications and definitions as of July 1, 1997, is
      $23,300,000.


/s/ Kelly J. Small                 /s/ Donald R. Morris
Kelly J. Small                     Donald R. Morris, MA
Appraiser                          Manager, Director
Valuation Advisory Services        Washington, D.C. Valuation Advisory Services
                                   Virginia Certified General Appraisal

==========================================
COMMONWEALTH OF VIRGINIA

Donald R. Morris
No. 40001-002465

Advisory Services
[ILLEGIBLE]
Appraiser
==========================================

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


                                      -70-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================



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


                                      -72-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         Addenda
================================================================================


                           Improved Sales Comparables


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

                                                            OFFICE BUILDING SALE
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                         [SINGLE TENANT OFFICE BUILDING]


            I-1                                Sale

            Building Name:                     Single Tenant Office Building

            Location:                          2051 Mercator
                                               Reston, Fairfax, VA

            Parcel Number:                     017-3-08-3A-0003-A

            Grantor:                           Intergraph Corporation

            Grantee:                           Inter Rest LLC

            Date of Sale:                      03/13/97

            Recording Date:                    03/13/97

            Physical Description:

            Land Area:                         5.23 Acres
            Net Rentable Area:                 67,900 Square Feet
            Year Built:                        1985
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

     I-1 Continued

       Occupancy at Sale:                              100 %
       Parking:                                        Adjacent Lot
       Quality:                                        Good
       Construction:                                   Concrete & Steel Frame
       Zoning:                                         14, Fairfax County
       Stories:                                        1

     Sale Price:                                       $8,425,000

     Terms of Sale:                                    All Cash Sale

     Economic Indicators:
       Gross Annual Income:                            $894,922
       Less: Operating Expenses:                       $26,848
       Net Operating Income:                           $868,074

     Sale Price/Square Foot (RSF):                     $124.08

     COMMENTS:
       This transaction involves a 20 year leaseback with
       four 5-year options. The lease rate starts at $13.18
       per square foot NNN with a 2 percent
       escalator. Vacancy and expense are estimated.

     Confirmation Data:
       Date:                                           06/20/97
       By:                                             APPRAISER


DCA4-4288
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================


                               [GRAPHIC OMITTED]
                                    [PHOTO]


          I-2                                  Sale

          Building Name:                       3 Office Buildings

          Location:                            12490-12526 Sunrise Valley Dr.
                                               Reston, Fairfax, VA

          Parcel Number:                       16-4-001-0014B,0028,0029

          Grantor:                             Technology Park Associates
                                               (et al)

          Grantee:                             Spring Communications Company

          Date of Sale:                        12/31/96

          Recording Data:                      Book 9894, Pages 551-552

          Recording Date:                      12/31/96

          Physical Description:

           Land Area:                          40.45 Acres
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================


       I-2 Continued

         Net Rentable Area:                             553,362 Square Feet
         Year Built:                                    1983
         Occupancy at Sale:                             100 %
         Parking:                                       Parking Lot, 1200 Spaces
         Quality:                                       Good
         Construction:                                  Concrete & Steel Frame
         Zoning:                                        14, Fairfax County
         Stories:                                       3

       Sale Price:                                      $76,300,000

       Terms of Sale:                                   First Lincoln National 
                                                        Life $11,158,855

       Sale Price/Square Foot (RSF):                    $137.88

       COMMENTS:
         The buyer has leased the subject property since
         the mid 1980s and will continue to do so.

       Confirmation Data:
         Date:                                          06/20/97
         By:                                            APPRAISER


            DCA4-4289
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]


          I-3                               Sale

          Building Name:                    Dulles Corner-2 Office Bldgs

          Location:                         2411 Dulles Corner Blvd
                                            Reston, Fairfax, VA

          Parcel Number:                    015-4-02-0006-A,0015-A

          Grantor:                          Dulles Corner Properties II LP

          Grantee:                          Prentiss Properties
                                            Acquisition

          Date of Sale:                     12/31/96

          Recording Data:                   Liber 9893 Folio 822

          Recording Date:                   12/31/96

          Physical Description:

           Land Area:                       10.11 Acres
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

       I-3 Continued

        Net Rentable Area:                              280,672 Square Feet
        Year Built:                                     1990
        Occupancy at Sale:                              100 %
        Parking:                                        374 Open, 561 Covered
        Quality:                                        Good
        Construction:                                   Concrete & Steel Frame
        Zoning:                                         PDC, Fairfax County
        Stories:                                        12

       Sale Price:                                      $41,100,000

       Terms of Sale:                                   All Cash Sale

       Economic Indicators:
        Gross Annual Income:                            $5,613,440
        Effective Gross Income:                         $5,613,440
        Less: Operating Expenses:                       $1,824,368
        Net Operating Income:                           $3,789,072

       Sale Price/Square Foot (RSF):                    $146.43

       COMMENTS:
        The average lease rate from existing tenants was
        reported at $20 per square foot with operating
        expenses of $6.50 per square foot per year.

       Confirmation Data:
        Date:                                           06/20/97
        By:                                             APPRAISER


DCA4-4290
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================


                               [GRAPHIC OMITTED]
                                    [PHOTO]


          I-4                                Sale

          Building Name:                     Commerce Executive IV & V

          Location:                          11400, 11440 Commerce Park Dr
                                             Reston, Fairfax, VA

          Parcel Number:                     017-4-12-0011-D5,D7

          Grantor:                           Cornerstone Suburban Office LP

          Grantee:                           Commerce Executive Park IV,Inc

          Date of Sale:                      12/19/96

          Recording Data:                    Liber 9883 Folio 1880, 1883

          Recording Date:                    12/19/96

          Physical Description:

           Land Area:                        6.47 Acres
           Net Rentable Area:                306,690 Square Feet
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

   I-4 Continued

    Year Built:                                     1988
    Occupancy at Sale:                              100 %
    Parking:                                        18 Open, 767 Covered Spaces
    Quality:                                        Excellent
    Construction:                                   Steel Frame
    Zoning:                                         13, Fairfax County
    Stories:                                        6

   Sale Price:                                      $40,750,000

   Terms of Sale:                                   All Cash Sale

   Economic Indicators:
    Gross Annual Income:                            $5,272,381
    Effective Gross Income:                         $5,410,012
    Less: Operating Expenses:                       $1,625,000
    Net Operating Income:                           $3,732,417

   Sale Price/Square Foot (RSF):                    $132.87

   COMMENTS:
    The building was 100 percent leased to 22 tenants at the
    time of the sale.  Minimal rollover is expected until 2002
    when 53% of the leases will expire. The average
    rent was $16.84 per square foot. The largest
    tenant is Cordant who occupies 137,000 square feet.
    The building has a significant number of below
    market leases.

   Confirmation Data:
    Date:                                           06/20/97
    By:                                             APPRAISER


DCA4-4291
<PAGE>

                                                                         Addenda
================================================================================


                            Replacement Cost Estimate


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

================================================================================
                     Estimating Replacement Cost New-Office
================================================================================
Steel Frame, Good Quality (Class A, Good)      GBA (SF)   Unit Cost     Total
                                             -----------------------------------
Base Cost (Section 15, Page 17, June 1997)      172,448    $108.89  
Floor Area - Perimeter Adjustment                                   
 (Section 15, Page 34)                                        1.0    $18,777,863
Add Sprinklers (Section 15, Page 33)            172,448      $1.34      $231,080
                                                                     -----------
Replacement Cost New                                       $110.23   $19,008,943
  Current Cost Multiplier                                                   1.00
  Local Cost Multiplier                                                     1.00
Adjusted Replacement Cost New-Building                               $19,008,943
Site Improvements                                                   
  Paving - @ 80% land area (Section 66)         365,904      $2.00      $731,808
  Landscaping - Lumps Sum                                                $25,000
  Lighting - Lump Sum                                                    $10,000
                                                                     -----------
Base Site Improvements New                                              $766,808
  Current Cost Multiplier                                                   1.00
  Local Cost Multiplier                                                     1.00
Replacement Cost New - Site Improvements                     $4.45      $766,808
Total Replacement Cost - Building plus                              
 Site Improvements                                         $114.68   $19,775,751
Indirect Construction Costs                                         
  Developer's Profit (See Note 1)            $3,070,613             
  Permanent Loan Fees and Closing Costs                             
   (See Note 2)                                 353,120             
  Construction Loan Fee (See Note 3)            $99,000             
  Leasing Commissions (See Note 4)             $596,000             
Total Indirect Costs                                        $23.88    $4,118,733
Replacement Cost New, rounded                              $138.56   $23,894,484

Notes:                                                              
Note 1: Developer's Profit calculated at 15 percent of direct and indirect
         costs.
Note 2: Permanent loan fees and closing costs calculated at 2.0 percent of
         direct and indirect costs using a 75% L/V (loan to value ratio) 
Note 3: Construction loan fee is calculated at 0.5 percent of a 75% L/V for 
         direct costs
Note 4: Leasing commission calculated 4% based on 95% occpuancy at market rent

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

                                                                         Addenda
================================================================================


                          Income and Expense Statements

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

                   Historical and Budget Operating Statements

                                  Campus Point

Building NRA                      172,448 SF

<TABLE>
<CAPTION>
                                  1994 Actual             1995 Actual             1996 Actual             Budget 1997 
                              -------------------     -------------------     -------------------     -------------------
Item                           Amount      Per SF      Amount      Per SF      Amount      Per SF      Amount      Per SF
=========================================================================================================================
<S>                           <C>          <C>        <C>          <C>        <C>          <C>        <C>          <C>  
INCOME                                                                                                             
  Gross Income                $2,223,513   $12.89     $2,284,219   $13.25     $2,284,936   $13.25     $2,284,936   $13.25
  Reimbursements                 358,559     2.08        412,191     2.39        560,093     3.25        567,675    $3.29
                              -------------------------------------------------------------------------------------------
Total Income                  $2,582,072   $14.97     $2,696,410   $15.64     $2,845,029   $16.50     $2,852,611   $16.54
                              -------------------------------------------------------------------------------------------
                                                                                                                   
EXPENSES                                                                                                           
  Real Estate Taxes             $182,340    $1.06       $192,858    $1.12       $216,964    $1.26       $258,200     1.50
  Operating Expense              157,348     0.91        155,837     0.90        213,214     1.24        211,927     1.23
  General & Administrative         6,965     0.14         13,770     0.08          8,249     0.05         19,564     0.11
  Management Fee                  29,552     0.17         53,486     0.31         85,869     0.50         85,584     0.50
                              -------------------------------------------------------------------------------------------
  Total Expenses                $376,205    $2.18       $415,950    $2.41       $524,296    $3.04       $575,275    $3.34
                              -------------------------------------------------------------------------------------------
                                                                                                                   
                              -------------------------------------------------------------------------------------------
NET OPERATING INCOME          $2,205,867   $12.79     $2,280,460   $13.22     $2,320,733   $13.46     $2,277,336   $13.21
                              ===========================================================================================
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                         Addenda
================================================================================


                                Pro-ject Reports

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

                                  CAMPUS POINT
                            PROJECT DESIGNATOR: CAMP
                            REVISION: 6/20/97 o 14:15
                                 TENANT REGISTER
                                 6/20/97 @ 14:15


                  TENANT                    SQUARE FEET   BEGIN DATE    END DATE
- ---------------------------------------     -----------   ----------   --------

# 1     BELL ATLANTIC                           172,448      2/1994      4/2001
                                            -----------
          1 TENANTS                             172,448
                                            ===========
<PAGE>

                                  CAMPUS POINT
                            PROJECT DESIGNATOR: CAMP
                            REVISION: 6/20/97 @ 14:15
                            AVERAGE OCCUPANCY REPORT
                                 FOR ALL TENANTS
                                 6/20/97 @ 14:15

<TABLE>
<CAPTION>
                   1997        1998        1999        2000       2001        2002        2003        2004       2005
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
<S>              <C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>        <C>    
JANUARY          172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
FEBRUARY         172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
MARCH            172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
APRIL            172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
MAY              172,448     172,448     172,448     172,448      -         172,448     172,448     172,448    172,448
JUNE             172,448     172,448     172,448     172,448      -         172,448     172,448     172,448    172,448
JULY             172,448     172,448     172,448     172,448      -         172,448     172,448     172,448    172,448
AUGUST           172,448     172,448     172,448     172,448      -         172,448     172,448     172,448    172,448
SEPTEMBER        172,448     172,448     172,448     172,448      -         172,448     172,448     172,448    172,448
OCTOBER          172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
NOVEMBER         172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
DECEMBER         172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
AVERAGE SF
  OCCUPIED-OCCA  172,448     172,448    172,448     172,448     100,595     172,448     172,448     172,448     172,448

TOTAL SF-NRA     172,448     172,448    172,448     172,448     172,448     172,448     172,448     172,448     172,448
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
OCCUPANCY %       100.00      100.00      100.00      100.00      58.33      100.00      100.00     100.00      100.00
                 =======     =======     =======     =======    =======     =======     =======     =======    =======
</TABLE>

<TABLE>
<CAPTION>
                   2006        2007       2008        2009        2010        2011       2012        2013        2014
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
<S>              <C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>        <C>    
JANUARY          172,448     172,448     172,448     172,448    172,448     172,448       -         172,448    172,448
FEBRUARY         172,448     172,448     172,448     172,448    172,448     172,448       -         172,448    172,448
MARCH            172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
APRIL            172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
MAY              172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
JUNE             172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
JULY             172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
AUGUST           172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
SEPTEMBER        172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
OCTOBER          172,448     172,448     172,448     172,448    172,448       -         172,448     172,448    172,448
NOVEMBER         172,448     172,448     172,448     172,448    172,448       -         172,448     172,448    172,448
DECEMBER         172,448     172,448     172,448     172,448    172,448       -         172,448     172,448    172,448
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
AVERAGE SF
  OCCUPIED-OCCA  172,448     172,448     172,448     172,448    172,448     129,336     143,707     172,448    172,448

TOTAL SF-NRA     172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
                 -------     -------     -------     -------    -------     -------     -------     -------    -------

OCCUPANCY %       100.00      100.00      100.00      100.00     100.00       75.00       83.33      100.00     100.00
                 =======     =======     =======     =======    =======     =======     =======     =======    =======
</TABLE>

<TABLE>
<CAPTION>
                   2015        2016        2017        2018       2019        2020        2021        2022       2023
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
<S>              <C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>        <C>    
JANUARY          172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
FEBRUARY         172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
MARCH            172,448     172,448     172,448     172,448    172,448     172,448     172,448       -        172,448
APRIL            172,448     172,448     172,448     172,448    172,448     172,448     172,448       -        172,448
MAY              172,448     172,448     172,448     172,448    172,448     172,448     172,448       -        172,448
JUNE             172,448     172,448     172,448     172,448    172,448     172,448     172,448       -        172,448
JULY             172,448     172,448     172,448     172,448    172,448     172,448     172,448       -        172,448
AUGUST           172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
SEPTEMBER        172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
OCTOBER          172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
NOVEMBER         172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
DECEMBER         172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
</TABLE>
<PAGE>

                                                                          PAGE 2

<TABLE>
<S>              <C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>        <C>    
AVERAGE SF
  OCCUPIED-OCCA  172,448     172,448     172,448     172,448    172,448     172,448     172,448     100,595    172,448

TOTAL SF-NRA     172,448     172,448     172,448     172,448    172,448     172,448     172,448     172,448    172,448
                 -------     -------     -------     -------    -------     -------     -------     -------    -------
OCCUPANCY %       100.00      100.00      100.00      100.00     100.00      100.00      100.00       58.33     100.00
                 =======     =======     =======     =======    =======     =======     =======     =======    =======
</TABLE>

                   2024        2025        2026        2027
                 -------     -------     -------     -------
JANUARY          172,448     172,448     172,448     172,448
FEBRUARY         172,448     172,448     172,448     172,448
MARCH            172,448     172,448     172,448     172,448
APRIL            172,448     172,448     172,448     172,448
MAY              172,448     172,448     172,448     172,448
JUNE             172,448     172,448     172,448     172,448
JULY             172,446     172,448     172,448     172,448
AUGUST           172,448     172,448     172,448     172,448
SEPTEMBER        172,448     172,448     172,448     172,448
OCTOBER          172,448     172,448     172,448     172,448
NOVEMBER         172,448     172,448     172,448     172,448
DECEMBER         172,448     172,448     172,448     172,448
                 -------     -------     -------     -------
AVERAGE SF
OCCUPIED-OCCA    172,448     172,448     172,448     172,448

TOTAL SF-NRA     172,448     172,448     172,448     172,448
                 -------     -------     -------     -------
OCCUPANCY %       100.00      100.00      100.00      100.00
                 =======     =======     =======     =======
<PAGE>

                                  CAMPUS POINT
                            PROJECT DESIGNATOR: CAMP
                            REVISION: 6/20/97 @ 14:15
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 6/1/97 FOR 31 YEARS
                                 6/20/97 @ 14:15

<TABLE>
<CAPTION>
                            FY1998      FY1999      FY2000      FY2001      FY2002      FY2003      FY2004      FY2005      FY2006
<S>                       <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>      
INCOME
- ------
MINIMUM RENT:
ALL TENANTS               2,353,915   2,353,915   2,353,915   2,157,756   1,978,880   3,017,792   3,093,238   3,170,569   3,249,833
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL MINIMUM RENT        2,353,915   2,353,915   2,353,915   2,157,756   1,978,880   3,017,792   3,093,238   3,170,569   3,249,833

RECOVERIES:
RECOVERIES                  579,819     637,327     657,099     608,798     468,479     741,096     766,105     791,967     818,711
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL RECOVERIES            579,819     637,327     657,099     608,798     468,479     741,096     766,105     791,967     818,711

                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
GROSS RENTAL
 INCOME                   2,933,734   2,991,242   3,011,014   2,766,554   2,447,359   3,758,888   3,859,343   3,962,536   4,068,544
VACANCY ALLOWANCE           (14,669)    (14,956)    (15,055)    (13,833)    (12,237)    (18,794)    (19,297)    (19,813)    (20,343)
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL INCOME              2,919,065   2,976,286   2,995,959   2,752,721   2,435,122   3,740,094   3,840,046   3,942,723   4,048,201

EXPENSES
- --------
PROPERTY TAXES              257,381     304,953     315,627     326,674     338,107     349,941     362,189     374,865     387,986
OPERATING EXPENSES          215,018     222,543     230,332     238,394     246,738     255,373     264,312     273,562     283,137
G&A EXPENSES                 19,849      20,544      21,263      22,007      22,778      23,575      24,400      25,254      26,138
MANAGEMENT FEE               87,572      89,289      89,879      82,582      73,054     112,203     115,201     118,282     121,446
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL EXPENSES              579,820     637,329     657,101     669,657     680,677     741,092     766,102     791,963     818,707
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
NET OPERATING
 INCOME                   2,339,245   2,338,957   2,338,858   2,083,064   1,754,445   2,999,002   3,073,944   3,150,760   3,229,494

ALTERATIONS                       0           0           0           0   1,385,216           0           0           0           0
COMMISSIONS                       0           0           0           0   1,064,168           0           0           0           0
RESERVES                     43,112      44,621      46,183      47,799      49,472      51,204      52,996      54,851      56,770
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
CASH FLOW                 2,296,133   2,294,336   2,292,675   2,035,265    (744,411)  2,947,798   3,020,948   3,095,909   3,172,724
</TABLE>
<PAGE>

                                  CAMPUS POINT                            PAGE 2
                            PROJECT DESIGNATOR: CAMP
                            REVISION: 6/20/97 @ 14:15
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 6/1/97 FOR 31 YEARS
                                 6/20/97 @ 14:15

<TABLE>
<CAPTION>
                           FY2007      FY2008      FY2009      FY2010      FY2011      FY2012      FY2013      FY2014      FY2015
<S>                       <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>      
INCOME
- ------
MINIMUM RENT:
ALL TENANTS               3,331,079   3,414,355   3,499,715   3,587,208   3,676,887   2,319,090   4,360,744   4,469,762   4,581,506
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL MINIMUM RENT        3,331,079   3,414,355   3,499,715   3,587,208   3,676,887   2,319,090   4,360,744   4,469,762   4,581,506

RECOVERIES:
RECOVERIES                  846,365     874,963     904,536     935,118     951,524     568,146   1,032,924   1,083,942   1,120,505
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL RECOVERIES            846,365     874,963     904,536     935,118     951,524     568,146   1,032,924   1,083,942   1,120,505

                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
GROSS RENTAL
 INCOME                   4,177,444   4,289,318   4,404,251   4,522,326   4,628,411   2,887,236   5,393,668   5,553,704   5,702,011
VACANCY ALLOWANCE           (20,887)    (21,447)    (22,021)    (22,612)    (23,142)    (14,436)    (26,968)    (27,769)    (28,510)
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL INCOME              4,156,557   4,267,871   4,382,230   4,499,714   4,605,269   2,872,800   5,366,700   5,525,935   5,673,501

EXPENSES
- --------
PROPERTY TAXES              401,565     415,620     430,167     445,223     460,805     476,934     493,626     510,903     528,785
OPERATING EXPENSES          293,047     303,304     313,919     324,906     336,278     348,048     360,229     372,838     385,887
G&A EXPENSES                 27,053      27,999      28,979      29,994      31,043      32,130      33,255      34,418      35,623
MANAGEMENT FEE              124,697     128,036     131,467     134,991     138,158      86,184     161,001     165,778     170,205
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL EXPENSES              846,362     874,959     904,532     935,114     966,284     943,296   1,048,111   1,083,937   1,120,500
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
NET OPERATING
 INCOME                   3,310,195   3,392,912   3,477,698   3,564,600   3,638,985   1,929,504   4,318,589   4,441,998   4,553,001

ALTERATIONS                       0           0           0           0           0   2,022,374           0           0           0
COMMISSIONS                       0           0           0           0           0   1,553,652           0           0           0
RESERVES                     58,757      60,814      62,942      65,145      67,425      69,785      72,228      74,756      77,372
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
CASH FLOW                 3,251,438   3,332,098   3,414,756   3,499,455   3,571,560  (1,716,307)  4,246,361   4,367,242   4,475,629
</TABLE>
<PAGE>

                                  CAMPUS POINT                            PAGE 3
                            PROJECT DESIGNATOR: CAMP
                            REVISION: 6/20/97 @ 14:15
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 6/1/97 FOR 31 YEARS
                                 6/20/97 @ 14:15

<TABLE>
<CAPTION>
                           FY2016      FY2017      FY2018      FY2019      FY2020      FY2021      FY2022      FY2023      FY2024
<S>                       <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>      
INCOME                 
- ------                 
MINIMUM RENT:
ALL TENANTS               4,696,044   4,813,445   4,933,781   5,057,126   5,183,554   5,313,142   4,059,109   5,094,211   6,240,408
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL MINIMUM RENT        4,696,044   4,813,445   4,933,781   5,057,126   5,183,554   5,313,142   4,059,109   5,094,211   6,240,408

RECOVERIES:
RECOVERIES                1,158,313   1,197,409   1,237,837   1,279,643   1,322,874   1,367,580   1,039,933   1,194,111   1,527,028
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL RECOVERIES          1,158,313   1,197,409   1,237,837   1,279,643   1,322,874   1,367,580   1,039,933   1,194,111   1,527,028

                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
GROSS RENTAL
 INCOME                   5,854,357   6,010,854   6,171,618   6,336,769   6,506,428   6,680,722   5,099,042   6,288,322   7,767,436
VACANCY ALLOWANCE           (29,272)    (30,054)    (30,858)    (31,684)    (32,532)    (33,404)    (25,495)    (31,442)    (38,837)
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL INCOME              5,825,085   5,980,800   6,140,760   6,305,085   6,473,896   6,647,318   5,073,547   6,256,880   7,728,599

EXPENSES
- ----------
PROPERTY TAXES              547,292     566,448     586,273     606,793     628,031     650,012     672,762     696,309     720,679
OPERATING EXPENSES          399,393     413,372     427,840     442,814     458,312     474,353     490,956     508,139     525,924
G&A EXPENSES                 36,870      38,160      39,496      40,878      42,309      43,790      45,322      46,909      48,551
MANAGEMENT FEE              174,753     179,424     184,223     189,153     194,217     199,420     152,206     187,706     231,858
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
TOTAL EXPENSES            1,158,308   1,197,404   1,237,832   1,279,638   1,322,869   1,367,575   1,361,246   1,439,063   1,527,012
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
NET OPERATING
 INCOME                   4,666,777   4,783,396   4,902,928   5,025,447   5,151,027   5,279,743   3,712,301   4,817,817   6,201,587

ALTERATIONS                       0           0           0           0           0           0           0   2,852,759           0
COMMISSIONS                       0           0           0           0           0           0           0   2,134,850           0
RESERVES                     80,080      82,883      85,784      88,786      91,894      95,110      98,439     101,884     105,450
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
CASH FLOW                 4,586,697   4,700,513   4,817,144   4,936,661   5,059,133   5,184,633   3,613,862    (271,676)  6,096,137
</TABLE>               
<PAGE>

                                  CAMPUS POINT                            PAGE 4
                            PROJECT DESIGNATOR: CAMP
                            REVISION: 6/20/97 @ 14:15
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 6/1/97 FOR 31 YEARS
                                 6/20/97 @ 14:15

                                 FY2025       FY2026       FY2027       FY2028
INCOME
- ------
MINIMUM RENT:
ALL TENANTS                    6,396,418    6,556,327    6,720,236    4,006,426
                               ---------    ---------    ---------    ---------
TOTAL MINIMUM RENT             6,396,418    6,556,327    6,720,236    4,006,426

RECOVERIES:
RECOVERIES                     1,578,553    1,631,834    1,686,931    1,003,159
                               ---------    ---------    ---------    ---------
TOTAL RECOVERIES               1,578,553    1,631,834    1,686,931    1,003,159

                               ---------    ---------    ---------    ---------
GROSS RENTAL
  INCOME                       7,974,971    8,188,161    8,407,167    5,009,585
VACANCY ALLOWANCE                (39,875)     (40,941)     (42,036)     (25,048)
                               ---------    ---------    ---------    ---------
TOTAL INCOME                   7,935,096    8,147,220    8,365,131    4,984,537

EXPENSES
- --------
PROPERTY TAXES                   745,903      772,010      799,030      815,109
OPERATING EXPENSES               544,331      563,383      583,101      594,835
G&A EXPENSES                      50,250       52,009       53,829       54,912
MANAGEMENT FEE                   238,053      244,417      250,954      149,536
                               ---------    ---------    ---------    ---------
TOTAL EXPENSES                 1,578,537    1,631,819    1,686,914    1,614,392
                               ---------    ---------    ---------    ---------
NET OPERATING
 INCOME                        6,356,559    6,515,401    6,678,217    3,370,145

ALTERATIONS                            0            0            0            0
COMMISSIONS                            0            0            0            0
RESERVES                         109,141      112,961      116,914      121,006
                               ---------    ---------    ---------    ---------
CASH FLOW                      6,247,418    6,402,440    6,561,303    3,249,139
<PAGE>

                                  CAMPUS POINT
                            PROJECT DESIGNATOR: CAMP
                            REVISION: 6/20/97 @ 14:15
                            PROJECT ASSUMPIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/20/97 @ 14:16

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF CAMPUS POINT BEGINNING 6/1997
FOR 31 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE  -      172,448
THEREAFTER  -  CONSTANT
             
OCCA
1997 VALUE -     172,448
1998 VALUE -     172,448
1999 VALUE -     172,448
2000 VALUE -     172,448
2001 VALUE -     100,595
2002 VALUE -     172,448
2003 VALUE -     172,448
2004 VALUE -     172,448
2005 VALUE -     172,448
2006 VALUE -     172,448
2007 VALUE -     172,448
2008 VALUE -     172,448
2009 VALUE -     172,448
2010 VALUE -     172,448
2011 VALUE -     129,336
2012 VALUE -     143,707
2013 VALUE -     172,448
2014 VALUE -     172,448
2015 VALUE -     172,448
2016 VALUE -     172,448
2017 VALUE -     172,448
2018 VALUE -     172,448
2019 VALUE -     172,448
2020 VALUE -     172,448
2021 VALUE -     172,448
2022 VALUE -     100,595
2023 VALUE -     172,448
2024 VALUE -     172,448
2025 VALUE -     172,448
2026 VALUE -     172,448
2027 VALUE -     172,448
THEREAFTER  -  CONSTANT
             
GROWTH RATES
- ------------

INC1
1997 VALUE -      3.50

THEREAFTER - CONSTANT

EXP
1997 VALUE -      3.50
THEREAFTER - CONSTANT

ESCL
1997 VALUE -      2.50
THEREAFTER - CONSTANT
<PAGE>

                                                                          PAGE 2

MARKET RATES
- ------------

MKT1
1997 VALUE -      15.00

THEREAFTER - GROWING AT GROWTH RATE INC1

TINW
1997 VALUE -      10.00
THEREAFTER - GROWING AT GROWTH RATE EXP

TIRN
 +50.0% OF TINW

TIWA
 +40.0% OF TINW +60.0% OF TIRN

RESR
1997 VALUE -      0.25
THEREAFTER - GROWING AT GROWTH RATE EXP

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

PROPERTY TAXES    , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      226,531
1998 VALUE -      300,570
THEREAFTER - GROWING AT GROWTH RATE EXP

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      211,927
THEREAFTER - GROWING AT GROWTH RATE EXP

G&A EXPENSES      , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       19,564
THEREAFTER - GROWING AT GROWTH RATE EXP

MANAGEMENT FEES   , REFERRED TO AS MGMT
AN INFORMATIONAL EXPENSE
1997 VALUE -       86,519
1998 VALUE -       89,046
1999 VALUE -       89,628
2000 VALUE -       90,230
2001 VALUE -       56,993
2002 VALUE -      110,973
2003 VALUE        113,938
2004 VALUE -      116,984
2005 VALUE -      120,113
2006 VALUE -      123,327
2007 VALUE -      126,629
2008 VALUE -      130,022
2009 VALUE -      133,507
2010 VALUE -      137,087
2011 VALUE -      104,237
2012 VALUE -      132,854
2013 VALUE -      163,962
2014 VALUE -      168,339
2015 VALUE        172,836
<PAGE>

                                                                          PAGE 3

2016 VALUE -      177,455
2017 VALUE -      182,200
2018 VALUE -      187,075
2019 VALUE -      192,083
2020 VALUE -      197,227
2021 VALUE -      202,512
2022 VALUE -      126,638
2023 VALUE -      229,325
2024 VALUE -      235,451
2025 VALUE -      241,744
2026 VALUE -      248,208
2027 VALUE -      254,849
THEREAFTER - CONSTANT

RECOVERIES       , REFERRED TO AS RECV
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

RECOVERIES       , REFERRED TO AS 0001
AN INFORMATIONAL EXPENSE
1997 VALUE -       0.00
THEREAFTER - CONSTANT

NOT USED         , REFERRED TO AS 0000
AN INFORMATIONAL EXPENSE
ZERO

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -        0.50
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1997 VALUE -      3.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -  4.000%  OF TOTAL RENT

STANDARD METHOD #2 -  2.000%  OF TOTAL RENT

STANDARD METHOD #3 -  3.200%  OF TOTAL RENT

STANDARD METHOD #4 -  0.000%  OF TOTAL RENT

STANDARD METHOD #5 -  0.000%  OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT 

STANDARD METHOD #2 - CASHED OUT
<PAGE>

                                                                          PAGE 4

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE  -       0.00
1998 VALUE  -       0.00
1999 VALUE  -       0.00
2000 VALUE  -       0.00
2001 VALUE  -       0.00
2002 VALUE  -       0.00
2003 VALUE  -       0.00
2004 VALUE  -       0.00
2005 VALUE  -       0.00
2006 VALUE  -       0.00
2007 VALUE  -       0.00
2008 VALUE -        0.00
2009 VALUE -        0.00
2010 VALUE -        0.00
2011 VALUE -        0.00
THEREAFTER - CONSTANT

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE
<PAGE>

                                                                          PAGE 5

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF      RELATIVE
MONTH    ANNUAL SALES      VOLUME
- -----    ------------     --------
JAN          8.33%           1.00
FEB          8.33%           1.00
MAR          8.33%           1,00
APR          8.33%           1.00
MAY          8.33%           1.00
JUN          8.33%           1.00
JUL          8.33%           1.00
AUG          8.33%           1.00
SEP          8.33%           1.00
OCT          8.33%           1.00
NOV          8.33%           1.00
DEC          8.33%           1.00
           -------        -------
TOTALS     100.00%          12.00

GLOBAL RECOVERIES
- -----------------

[ILLEGIBLE] Year Expense , REFERRED TO AS BYES
PRO RATA SHARE RECOVERY OF EXPENSE 0001
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

                 , REFERRED TO AS INGR
PRO RATA SHARE RECOVERY OF EXPENSE 0000
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

NONE
<PAGE>

                                                                          PAGE 6

TENANTS
- -------

THERE ARE A TOTAL OF   1 LEASEHOLD TENANT(S):

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

#  1 - BELL ATLANTIC
BASE LEASE DATES:         2/1994 TO  4/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:          172,448
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     13.65/SF/YR
THEREAFTER     GROWING AT   0.00%

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE RECV
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS:    NONE

ALTERATIONS:    NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1       10.00          5     NONE        NONE         YES           YES
   2       10.00          5     NONE        NONE         YES           YES
   3       10.00          5     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE ESCL PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE RECV
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NBA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS:  STANDARD METHOD #3 
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT        CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================


                                 Investor Survey


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

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19

<PAGE>

                                                                         Addenda
================================================================================

                            Appraiser Qualifications


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

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Professional Affiliations:

      Member of the Appraisal Institute (MAI Designations #9812) District of
      Columbia Certified General Real Estate Appraiser (#GA00010267)
      Commonwealth of Virginia Certified General Real Estate Appraiser
      (#4001002465) State of Maryland Certified General Real Estate Appraiser
      (#7220) State of West Virginia Certified General Real Estate Appraiser
      (#237)

Appraisal/Real Estate Experience:

      Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
      Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. April 1990 to present.

      Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977
      to April 1990.

      Other real estate experience includes work as a residential listing and
      selling agent preparing market analyses and origination contracts.

      Experience includes appraisal of the following types of property:

      Office Buildings           Medical Office Buildings
      Regional Malls             Power Centers
      Outlet Centers             Community & Neighborhood Shopping Centers
      Department Stores          Industrial Buildings
      Residential Subdivisions   Single Family Residences
      Multi-Family Properties    Condominiums/Duplexes
      Subdivision Analysis       Farm/Ranch
      Mixed Use Properties       Golf Courses
      Grape Vineyards            Special Purpose Facilities
      Commercial Land            Hotel/Motel
      Ad Valorem Tax Appeals

      Appraisal and consulting services used for mortgage loans, relocations,
      gift and estate tax, condemnation and litigation purposes.

      Qualified as an expert witness in state and federal real estate court
      cases.

Education:

      Bachelor of Arts (Political Science), 1981
      University of Texas at Arlington, Arlington, Texas.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================
                                                           Donald R. Morris, MAI

Professional Affifliations:

      Member of the Appraisal Institute (MAI Designations #9812) District of
      Columbia Certified General Real Estate Appraiser (#GA00010267)
      Commonwealth of Virginia Certified General Real Estate Appraiser
      (#4001002465) State of Maryland Certified General Real Estate Appraiser
      (#7220) State of West Virginia Certified General Real Estate Appraiser
      (#237)

Appraisal/Real Estate Experience:

      Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
      Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. April 1990 to present.

      Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977
      to April 1990.

      Other real estate experience includes work as a residential listing and
      selling agent preparing market analyses and origination contracts.

      Experience includes appraisal of the following types of property:

      Office Buildings               Medical Office Buildings
      Regional Malls                 Power Centers
      Outlet Centers                 Community & Neighborhood Shopping Centers
      Department Stores              Industrial Buildings
      Residential Subdivisions       Single Family Residences
      Multi-Family Properties        Condominiums/Duplexes
      Subdivision Analysis           Farm/Ranch
      Mixed Use Properties           Golf Courses
      Grape Vineyards                Special Purpose Facilities
      Commercial Land                Hotel/Motel
      Ad Valorem Tax Appeals

      Appraisal and consulting services used for mortgage loans, relocations,
      gift and estate tax, condemnation and litigation purposes.

      Qualified as an expert witness in state and federal real estate court
      cases.

Education:

      Bachelor of Arts (Political Science), 1981
      University of Texas at Arlington, Arlington, Texas.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================
                                                           Donald R. Morris, MAI

Appraisal Institute Courses:

            #1Al - Real Estate Appraisal Principles
            #1A2 - Basic Valuation Procedures
            #1Bl - Capitalization Theory & Techniques, Part A
            #1B2 - Capitalization Theory & Techniques, Part B
            #410 - Standards of Professional Appraisal Practice, Part A (USPAP)
            #420 - Standards of Professional Appraisal Practice, Part B (AI)
            #21 - Case Studies in Real Estate Valuation
            #22 - Report Writing and Valuation Analysis
            #82 - Residential Valuation Procedures

Additional Accredited Real Estate Courses:

            Real Estate Appraisal
            Principles of Real Estate
            Real Estate Marketing
            Real Estate Finance
            Property Management

            Federal National Mortgage Corporation (Fannie Mae) - Appraisal
            Training

Certified in the Appraisal's Institute's voluntary program of continuing
education for its designated members.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                                  Kelly J. Small

Professional Affiliations:

      Candidate Member of the Appraisal Institute (#M921847) State of Maryland
      Certified General Real Estate Appraiser (#20143) Maryland Salesperson
      License (#313081)

      Appraisal/Real Estate Experience:

      Appraiser, Cushman & Wakefield of Washington, D.C., Inc., Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. Member of National Affordable Housing Group.
      October, 1995 to present.

      Staff Appraiser, Legg Mason Realty Group, Inc., Baltimore, Maryland.
      February, 1990, through October, 1995.

      Other work experience includes financial analyst, market research analyst
      and real estate settlement work.

      Experience includes appraisal of the following types of property:

      Office Buildings                         Shopping Centers
      Subdivision Development Analysies        Industrial Facilities
      Commercial Land                          Multi-Family Properties
      Single Family Residences                 Leasehold/Leased Fee Interests
      Hotel                                    Special Purpose Facilities
      Manufacturing Facilities                 Warehouse Facilities

      Education:

      Bachelor of Science (Finance), 1990
      University of Baltimore, Baltimore, Maryland

      Masters of Science (Real Estate Development), 1996
      The Johns Hopkins University, Baltimore, Maryland

      Appraisal Institute Courses:

      #1Al - Real Estate Appraisal Principles
      #1A2 - Basic Valuation Procedures
      #1B1 - Capitalization Theory & Techniques, Part A 
      #1B2 - Capitalization Theory & Techniques, Part B
      #410 - Standards of Professional Appraisal Practice, Part A (USPAP)
<PAGE>

                                                                  QUALIFICATIONS
================================================================================
                                                                  Kelly J. Small

      #420 - Standards of Professional Appraisal Practice, Part B (Al)
      #540 - Report Writing and Valuation Analysis
      #550 - Advanced Applications

      Specific course work and seminars:

      The new URAR Appraisal Reports, Emerging Trends
      Affordable Housing Tax Credit Coalition seminars





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

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

                                    COMPLETE APPRAISAL OF REAL PROPERTY

                                    Century Plaza Towers
                                    2029 & 2049 Century Park East
                                    Los Angeles, California

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


                                    IN A SELF-CONTAINED REPORT



                                    As of: December 6, 1996


                                    Prepared For

                                    Goldman Sachs Mortgage Company
                                    85 Broad Street
                                    New York, New York 10004

                                    AMRESCO Capital Corp
                                    700 North Pearl Street, Suite 2400
                                    Dallas, Texas 75201

                                    Prepared By:

                                    Cushman & Wakefield of California, Inc.
                                    Valuation Advisory Services
                                    555 S. Flower Street, Suite 4200
                                    Los Angeles, CA 90071



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                   CUSHMAN &
                                                   WAKEFIELD
                                                   A ROCKEFELLER GROUP COMPANY

Cushman & Wakefield of California, Inc.
555 South Flower Street, Suite 4200
Los Angeles, CA 90071-2418
Tel: (213) 955-5100
Fax: (213) 627-4044






January 20, 1997

Goldman Sachs Mortgage Company          AMRESCO Capital Corp
Attn: John McGuire                      Attn: Ted Norman
85 Broad Street                         700 North Pearl Street, Suite 2400
New York, New York 10004                Dallas,Texas 75201

Re:    Appraisal of Real Property
       Century Plaza Towers
       2029 & 2049 Century Park East
       Los Angeles, California
       Excluding Leased Fee Interest in ABC Entertainment Center

Gentlemen:

     In conformance with your request, we have completed an appraisal of the
above referenced property. The appraisal states our opinion of the property's
Market Value subject to various Assumptions and Limiting Conditions set forth
in the accompanying report. The physical inspection and analysis that form the
basis of the report have been conducted by James W. Myers, MAI, with
assistance from Miles Loo, Jr.

     The accompanying report includes pertinent data secured in our
investigation, exhibits and the details of the process used to arrive at our
conclusion of value. The appraisal conforms to Standards of Professional
Practice and Code of Professional Ethics of Appraisal Institute, which
incorporates the Uniform Standards of Professional Appraisal Practice (USPAP),
of the Appraisal Foundation. This appraisal report complies fully with FIRREA
requirements.

     Based on the analysis and data contained in this appraisal it is our
opinion that the Market Value of the leased fee interest in the subject
property, as of December 6, 1996, was:

                      FOUR HUNDRED SIXTY MILLION DOLLARS
                      ----------------------------------
                                 $460,000,000


<PAGE>


     This appraisal is invalid as an opinion of value if detached from the
report, which includes the text, exhibits and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.

/s/ James W. Myers                           /s/ Miles Loo, Jr.
James W. Myers, MAI                          Miles Loo, Jr.
Senior Director                              Associate Appraiser











                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                        Century Plaza Towers

Location:                             2029 & 2049 Century Park East
                                      Los Angeles, California


Assessor's Parcel Number:             4319-02-61

Interest Appraised:                   Leased Fee

Date of Value:                        December 6, 1996

Date of Inspection:                   December 6, 1996

Ownership:                            Delta Towers Joint Venture

Land Area:                            12.04+/- acres

Zoning:                               C2-2-0

Highest and Best Use
        If Vacant:                    Hold for future development

        As Improved:                  Existing development

Improvements
        Type:                         Two 44-story Class "A" Office Buildings,
                                      Lower Level Retail Concourse, 
                                      Subterranean Parking Garage
        Year Built:                   1975
        Size:                         2,282,381 Rentable SF*
        Parking:                      6,169 spaces"

*  Includes: 1,125,888 SF North Tower
             1,126,769 SF South Tower
                29,724 SF B-Level Concourse

** Includes 451 spaces in Century Park West garage covenanted to the subject
   property

Value Indicators
        Sales Comparison Approach:    $480,000,000
        Income Approach:              $460,000,000

Value Conclusion:                     $460,000,000

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                   Summary Of Salient Facts And Conclusions
================================================================================

Special Assumptions:                   


                                        Please refer to the complete list of
                                        assumptions and limiting conditions
                                        included at the end of this report.

                                        1) We have relied on cost estimates
                                        provided by representatives of the
                                        buying entity relating to capital
                                        improvements planned for the property.
                                        These costs should be independently
                                        verified by qualified third party
                                        consultants prior to finalizing any
                                        loan or purchase involving the
                                        property. Refer to Income Approach for
                                        discussion of capital costs.

                                        2) The value conclusion in this
                                        appraisal excludes the leased fee
                                        interest (air rights) in the ABC
                                        Entertainment Center, which is
                                        currently a component of the larger
                                        property. It is our understanding a
                                        Parcel Map is to be filed which will
                                        create a separate legal parcel for
                                        this portion of the property. We
                                        assume this filing has been completed.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



CENTURY PLAZA TOWERS










                              [GRAPHIC OMITTED]
                   [PHOTO OF CENTURY PLAZA TOWERS-SIDE VIEW]
















                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


CENTURY PLAZA TOWERS










                              [GRAPHIC OMITTED]
                  [PHOTO OF CENTURY PLAZA TOWERS-FRONT VIEW]













                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                        TABLE OF CONTENTS
================================================================================

                                                                          Page

INTRODUCTION ............................................................    1
  Identification of Property ............................................    1
  Property Ownership and Recent History .................................    1
  Purpose and Function of the Appraisal .................................    1
  Scope of the Appraisal ................................................    1
  Date of Value and Property Inspection .................................    1
  Property Rights Appraised .............................................    1
  Definitions of Value, Interest
    Appraised, and Other Pertinent Terms ................................    2
  Legal Description .....................................................    2

REGIONAL ANALYSIS .......................................................    3
  Physical Boundaries ...................................................    3
  Demographics ..........................................................    3
  Population ............................................................    3
  Income ................................................................    4
  Economic Overview .....................................................    4
  Employment ............................................................    5
  Services ..............................................................    6
  Trade .................................................................    7
  Manufacturing .........................................................    7
  Transportation ........................................................    8
  Conclusion ............................................................    9

LOCATION ANALYSIS .......................................................   10
  Century City ..........................................................   10
  Century City History ..................................................   12
  Building Chronology ...................................................   12
  Westside Los Angeles Area Planning Issues .............................   13
  Demographic Profile ...................................................   16
  New Construction Trends ...............................................   17
  Employment and Labor Base .............................................   17
  Conclusions ...........................................................   18

LOS ANGELES OFFICE MARKET ANALYSIS ......................................   19
  Office Market Analysis ................................................   19
  Los Angeles County Office Market Overview .............................   19

WEST LOS ANGELES OFFICE MARKET ANALYSIS .................................   27
  Primary Competitive Supply - Century City .............................   28
  Secondary Competitive Supply - Beverly Hills ..........................   37
  Proposed Development ..................................................   38
  Gross Leasing Activity and New Absorption .............................   41
  Westside Tenant Base ..................................................   41
  Conclusions ...........................................................   41


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          TABLE OF CONTENTS
================================================================================

PROPERTY DESCRIPTION ....................................................   42
  Site Description ......................................................   42
  General Data ..........................................................   45
  Site Improvements .....................................................   47

REAL PROPERTY TAXES AND ASSESSMENTS .....................................   49

ZONING ..................................................................   50

HIGHEST AND BEST USE ....................................................   51

VALUATION PROCESS .......................................................   52

SALES COMPARISON APPROACH ...............................................   53
  Methodology ...........................................................   53
  Adjustment Considerations .............................................   58

INCOME APPROACH .........................................................   60
  Methodology ...........................................................   60
  Potential Gross Income ................................................   60
  Market Rent ...........................................................   62
  Century City - Quoted Rental Survey ...................................   63
  Other Income Sources ..................................................   71
  Operating Expenses ....................................................   74
  Vacancy and Collection ................................................   83
  Discounted Cash Flow Analysis .........................................   85
  Derivation of Discount Rate ...........................................   87

RECONCILIATION AND FINAL VALUE ESTIMATE .................................   91

ASSUMPTIONS AND LIMITING CONDITIONS .....................................   92

CERTIFICATION OF APPRAISAL ..............................................   94

ADDENDA .................................................................   95


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                INTRODUCTION
================================================================================

Identification of Property

     The subject property consists of a 12.04+/- acre site covering an entire
block bounded by Constellation Boulevard to the northwest, Century Park East
to the northeast, Olympic Boulevard to the southeast, and Avenue of the Stars
to the southwest, in the Century City district of Los Angeles, California. The
property is improved with two 44-story office buildings containing a total
rentable area of 2,282,381 square feet, (including 1,125,888 square feet in
the 44-story "North" Tower, 1,126,769 square feet in the 44-story "South"
Tower, and 29,724 square feet in the "B-Level" retail concourse), in addition
to a six-level subterranean parking garage containing 6,169 spaces, (including
surface and covenanted off site parking spaces.)

     The Los Angeles County Assessor identifies the subject property as Parcel
Number 4319-02-61, and the street address is 2029 and 2049 Century Park East,
in Los Angeles, California.

Property Ownership and Recent History

     According to Assessor's records, title to the subject property is vested
in Delta Towers Joint Venture, which acquired title to the property in June of
1986. The property is currently under contract to an ownership entity
comprised of General Motors Pension Trust Fund, A.T. & T. Pension Fund and
J.P. Morgan Real Estate Fund. The reported contract price of $480 million
includes the air rights leased fee interest in the ABC Entertainment Center,
which is not a subject of this appraisal. To our knowledge, no further arms'
length transfers of this property have occurred within the past three years.

Purpose and Function of the Appraisal

     The purpose of this appraisal is to estimate the market value of the
leased fee interest subject property, as of December 6, 1996. The function of
the appraisal is to provide a value basis for the contemplated financing of
the property.

Scope of the Appraisal

     The scope of the appraisal is to inspect the property, consider market
characteristics and trends, collect and analyze pertinent data, and develop a
conclusion about the property's market value. We have analyzed the subject
property as of the date of our inspection, December 6, 1996. All forecasts are
based on facts, conditions, and trends that exist and are known on the
appraisal date.

Date of Value and Property Inspection

     The 'as is' date of value in this appraisal coincides with the date of
our final inspection of the subject property, December 6, 1996.

Property Rights Appraised

     Leased Fee Interest


================================================================================
 
                                     1

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                Introduction
================================================================================

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The Comptroller of the currency of the United States defines Market Value
as follows:

     Market Value

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

     1.   Buyer and seller are typically motivated;

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

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

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

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

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Second Edition (1989), published by the American Institute of Real
Estate Appraisers, are as follows:

     Leased Fee Estate

     An ownership interest held by a landlord with the right of use and
     occupancy conveyed by lease to others; usually consists of the right to
     receive rent and the right to repossession at the termination of the
     lease.

Legal Description

     An abbreviated legal description of the property is as follows:

     A portion of Lot 8, Tract No. 26196, in the City of Los Angeles, County
of Los Angeles, State of California, as per Map Book 664, Pages 78-86, in the
Office of the County Recorder of said County.


================================================================================
 
                                     2

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          REGIONAL ANALYSIS
================================================================================

     The subject property is located in the Century City district of the City
of Los Angeles, in the western portion of Los Angeles County, California. Los
Angeles County is a densely populated and extensively developed region which
comprises one of the more significant commercial property markets in the State
of California and the United States. The following pages provide a brief
overview of Los Angeles County in terms of its physical/geographical layout,
population, and business/economic activity, as trends in the countywide area
provide a significant influence on the subject's value.

Physical Boundaries

     Los Angeles County is located in the southwestern portion of the State of
California, and comprises the commercial center of the Southern California
region. The county lies along approximately 70 miles of the Pacific Coast and
extends for nearly 70 miles from east to west and for 75 miles from north to
south. The county has a total land area of approximately 3,970 square miles,
and roughly 50 percent of the county land is comprised of mountainous terrain
which is neither densely populated nor extensively developed. Los Angeles
County is bordered by Ventura County to the northwest, Kern County to the
north, San Bernardino County to the east, Orange County to the south, and the
Pacific Ocean to the west. Los Angeles County has approximately 90
incorporated cities with a total land area of 1,390 square miles or 35 percent
of the total land area within the county. The remaining 65 percent of the
county land area is unincorporated and the majority of this land area is
located north of the San Gabriel Mountains which run in an east/west direction
through the middle of the county. Los Angeles County's civic center is located
in downtown Los Angeles, which is situated at the approximate center of the
region's extensive freeway system and expanding mass transit network.

Demographics

     Population

     Los Angeles County is the largest county in the State of California in
terms of residential population and comprises an important target market for
retailers and service providers. The chart on an accompanying page summarizes
demographic information for the State of California and the six major counties
in Southern California. Los Angeles County's 1996 population of 9,255,048
residents comprised 29 percent of the statewide population and 50 percent of
the residential population within the six major counties in Southern
California.

     Los Angeles County experienced relatively modest population growth from
1980 to 1996 in comparison to the larger statewide population and the major
counties in Southern California. From 1990 to 1996, the county's average
population growth slowed to less than one percent per year, as compared to 1.3
percent per year on average compounded from 1980 to 1996. The relatively
slower pace of population growth in Los Angeles County over the past several
years reflects the more established nature of the residential and commercial
development within the county as well as the downturn in employment
opportunities within the county from approximately mid 1990 to 1994.

     The Los Angeles County population is projected to increase by less than
one percent per year (on average compounded) from 1996 to 2001, which lags the
projected population


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growth for the state and the other major counties in Southern California. The
pace of population growth in the county is projected to be similar to the rate
of household formations, which continues the historical trend of an increasing
household size for the countywide population. The most significant population
growth in Southern California is projected to occur in the Inland Empire
counties of Riverside and San Bernardino, due in large part to the relatively
lower cost of housing in these areas as compared to the other major counties
in the region

Income

     Los Angeles County's household income and per capita incomes levels are
similar to the statewide figures and generally compare favorably to the
corresponding figures for most of the major counties in Southern California.
Within the Southern California region, only Orange County and Ventura County
have higher household and per capita incomes than Los Angeles County. From
1980 to 1996, the median household income in Los Angeles County increased at
an average rate of 8.2 percent per year, prior to any adjustment for
inflation. The pace of household income growth for the county was only 3.0
percent per year from 1990 to 1996, but is projected to increase to an average
growth rate of 5.5 percent per year from 1996 to 2001, also prior to
adjustment for inflation.

     The Los Angeles-Long Beach metropolitan area, consisting of Los Angeles
County, is the top ranked retail market in the United States according to the
most recent survey of buying power by Sales and Marketing Management Magazine.
The Los Angeles-Long Beach area's Buying Power Index was ranked first among
the 317 metropolitan areas included in the survey, and was the only California
metropolitan area ranked among the ten strongest retail markets. The Buying
Power Index is a weighted index that converts the survey's three basic
elements of population, effective buying income, and retail sales into a
measurement of a market's "ability to buy". The Los Angeles-Long Beach area
was ranked among the top three metropolitan markets in the country in terms of
population (1st), total effective buying income (3rd), and retail sales (2nd).

     A January 1996 survey by the Los Angeles Times of housing prices in the
greater Los Angeles area indicated that the median price for a home in Los
Angeles County was $170,300, which represented a decrease of 5.9 percent from
the January 1995 median price. The same survey indicated that approximately 40
percent of the households in the county could afford the median priced home.
This "affordability index" of 40 percent has increased significantly from the
26 percent level of mid-1992, due in large part to the decline in housing
values over the past few years. Los Angeles County's affordability index of 40
percent was towards the low end of the range exhibited by the major counties
in Southern California, which had affordability index figures in the range of
39 percent (San Diego County) to 54 percent (Riverside/San Bernardino
Counties).

Economic Overview

     Over the past few years the Los Angeles County economy has endured a
recession and undergone a significant restructuring. The aerospace/defense
sector has downsized, with major companies either merging, consolidating, or
going out of business, while the entertainment, international trade, and
business services segments have emerged as major


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sources of employment and catalysts for growth. The increasing number of
distribution channels for entertainment and educational programming, and the
growing demand for interactive media, has created new marketing opportunities
for the television, motion picture, and computer software industries in the
greater Los Angeles area. The Ports of Los Angeles and Long Beach have
solidified their position as the busiest ports in the country in terms of
annual cargo volumes, which in turn has driven employment gains in
trade-related sectors of the economy. As will be discussed in greater detail
below, the countywide unemployment rate has decreased notably from the peak
levels of the early 1990s, total employment within the county is forecast to
increase during 1996 at a stronger pace than for the United States as a whole,
and housing prices on a countywide basis are projected to post modest gains
for the first time since 1990.

Employment

     The chart on an accompanying page summarizes the employment base for the
six major counties in the Southern California area. Los Angeles County had an
average total employment of 4,979,800 positions in 1995, which accounted for
53 percent of the total employment within the six-county area. The most
significant employment sectors in the county include services (36.2 percent),
wholesale/retail trade (20.0 percent), and manufacturing (14.6 percent). Los
Angeles County has a notably higher percentage of employment within the
services and manufacturing sectors as compared to the other major counties in
Southern California, which reflects the important concentration of film,
television, and musical production/distribution companies in the region as
well as the ongoing work by major aerospace/defense companies in the Los
Angeles area.

     From 1990 to 1995, Los Angeles County endured a 7.5 percent decline in
total employment, due in large part to the decrease of 18.8 percent in the
manufacturing sector which reflected the consolidation within the
aerospace/defense industry. Of the six major counties in Southern California,
only Los Angeles and Orange Counties suffered a decline in total employment
over this five-year period. Total employment in Los Angeles County is
projected to increase at a compound rate of 0.45 percent per year from 1995 to
2000, which is notably improved from the past few years but lags the projected
employment growth for the other major counties in Southern California.
However, the forecasted employment growth by Woods & Poole for Los Angeles
County is fairly conservative in comparison to recent projections by the
California Employment Development Department and the Los Angeles County
Economic Development Corporation. Each of these organizations has forecast job
growth for Los Angeles County in the range of 2.0 to 2.5 percent during 1996,
with growth during the period from 1995 to 2000 expected to slightly outpace
the national average employment growth rate.

     The U.S. Labor Department reported the May 1996 national unemployment
rate at 5.4 percent, which was down slightly from the 5.5 percent rate as of
May 1995. The unemployment rate in Los Angeles County was 7.5 percent in
September, 1996, which was down slightly from the year prior level of 8.0
percent. Regional economists project that the unemployment rate on a
countywide basis will decline over the next few years. This decline in the
unemployment rate is based on the fact that the downsizing by major
aerospace/defense companies has been largely completed and the growth in the
services sector is expected to continue over the next


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several years. Despite the recent improvement in Los Angeles County
unemployment, however, the county's September, 1996 unemployment figure of
7.5% is less favorable than the State of California (6.7%) and the United
States (5.0%) during the same period. Unemployment in the City of Los Angeles
during September, 1996 was 8.5%

     The following paragraphs provide a brief discussion of the three major
employment sectors in the county: 1) services; 2) trade; and 3) manufacturing.

Services

     The services sector has shown the only significant growth in terms of
total employment from 1990 to 1995 in Los Angeles County and Southern
California as a whole. The services sector includes entertainment, healthcare,
business services, lodging, and personal services.

     Within the services sector, the entertainment industry has experienced
significant growth over the past few years, both in terms of the worldwide
demand for television/film product and the level of employment. The
entertainment industry has emerged as a growing source of relatively high wage
employment within the Los Angeles area and has surpassed the defense industry
in terms of countywide employment. Projections for August, 1996 by the
California Employment Development Department indicated that the total
countywide employment in the motion picture industry (including movie
production) is estimated at 135,600 jobs. A similar report by the California
Department of Finance estimated the entertainment industry employment figure
at 172,000 positions. The disparity in the reported entertainment employment
figures provided by these two agencies reflects the different methodologies
used in collecting the employment data. However, both sources of data support
the very significant growth within this industry and its increasing role as a
catalyst for economic growth in the Los Angeles area.

     The local entertainment industry has recently been investing in new
production facilities in the Hollywood area, West Los Angeles, and the City of
Burbank, in an effort to meet the growing demand for multi-media products and
services. Such leading companies as Walt Disney Company and NBC Studios in
Burbank, MCA in Universal City, Sony Pictures in Santa Monica, and DreamWorks
creating multi-media divisions which will increase the demand for
computer/high technology-oriented positions in the Los Angeles area. The level
of entertainment employment is expected to increase due to the strong
international demand for film product and the ongoing evolution of the cable
television industry.

     The second largest category of employment within the services sector is
the health services segment. The field of healthcare has been one of the more
stable industry segments in terms of employment changes over the past few
years. The Los Angeles area is home to some of the most advanced medical and
medical teaching facilities in the country, including Cedars-Sinai Medical
Center, the City of Hope, and the University of Southern California and the
University of California at Los Angeles schools of medicine. Reports by
industry experts suggest that the Los Angeles area has an overcapacity problem
with regard to local hospital facilities, which will result in more
consolidation within the industry and/or the closure of underperforming
hospitals over the next few years. However, the impact on total employment
within the county stemming from the anticipated consolidations is uncertain at
the present time.


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According to the California State Employment Development Department health
services employment in Los Angeles County totaled 267,300 jobs as of
September, 1996.

Trade

     The trade sector consists of both wholesale and retail trade. Employment
within this sector has been relatively stable over the past several years,
both in terms of total employment and as a percentage of employment within the
county.

     One of the primary catalysts for growth within the trade sector has been
the growing volume of international trade. The value of imports and exports
passing through the Los Angeles Customs District, which includes the Port of
Los Angeles, the Port of Long Beach, and Los Angeles International Airport,
reached $165 billion in 1995, an increase of nearly 15 percent from 1994.
During the past two years (1994 and 1995), the Los Angeles Customs District
comprised the largest customs district in the country in terms of the dollar
value of annual two-way trade. Significant factors behind the growth in
international trade through the Ports of Los Angeles and Long Beach has been
the port operators' focus on technological advancements such as larger cargo
cranes and dockside rail connections as well as the steady growth in trade
with the growing countries of the Pacific Rim. The value of two-way trade is
expected by Los Angeles County officials to increase by ten to 15 percent by
year-end 1996.

     Within the retail trade sector, total employment within the county
decreased by approximately ten percent from 1990 to 1995. The decline in
retail employment reflects the downturn in retail sales from 1990 to 1994 and
the consolidation within the retail industry by several major retailers. In
addition, new retail development has been more limited on a countywide basis
over the past few years with the exception of "big box" type retailers which
have opened new free-standing stores and/or stores in larger power centers or
community shopping centers. As discussed previously, Los Angeles County is
considered to be a very attractive retail market on a nationwide basis as it
compares favorably to other metropolitan areas in terms of total population,
total effective buying income, and total retail sales. The retail trade
employment sector experienced an increase in the number of jobs during the
past year, with total employment increasing from 266,600 to 276,100 (3.6%)
from September, 1995 to September, 1996.

Manufacturing

     Manufacturing has historically provided a strong base for the Los Angeles
area economy and the county continues to hold its position as the nation's
largest manufacturing center. However, manufacturing employment decreased by
18.8 percent from 1990 to 1995 which largely reflected the major cutbacks
within the aerospace/defense industry. Seattle-based Boeing Company's recent
(December, 1996) announcement it will acquire ("merge") McDonnell Douglas
Corporation, with approximately 10,000 employees in its Long Beach plant, has
been generally perceived as a positive sign for employment in Los Angeles
County. McDonnell Douglas has recently failed to be awarded a number of major
contracts, while Boeing has been successful in several recent significant
commercial and defense contracts. Boeing had recently acquired Rockwell
International's aerospace subsidiary, with approximately 14,500 employees in
several plants spread from Canoga Park in northwestern


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Los Angeles County to Anaheim in central Orange County. With the addition of
27,420 McDonnell Douglas employees in California and the former Rockwell
employees, Boeing is expected to have approximately 200,000 total employees
nationally and a projected $50 billion in annual revenues. While the impact of
the merger on employment in southern California has not been established, most
analysts view the merger as a positive factor for the area. Consolidations in
the aerospace industry are expected to continue, and some unofficial
"speculation" suggests that Northrop Grumman, also headquartered in Los
Angeles County, must either acquire another major aerospace firm or become a
takeover target. Major defense programs currently in progress in the Los
Angeles County area include the B-2 Bomber (Northrop in Pico Rivera), the C-17
Transport jet (McDonnell Douglas in Long Beach), and the F/A18 Fighter
aircraft (Northrop in El Segundo). Manufacturing employment has stabilized
during the past year, increasing from 632,800 to 635,000 from September, 1995
to September, 1996.

     One of the more important trends within the manufacturing sector has been
the recent recovery of employment within the "high tech" sector. Hughes
Electronic's Corporation and TRW have both achieved significant business gains
in the field of satellite communications which have resulted in increased
employment within the non-defense divisions of these firms. TRW has recently
completed the development and testing phases on a new communications satellite
called Odyssey, which represents the company's first venture into the
commercial satellite business. The project is expected to employ up to 1,000
people at TRW's Redondo Beach facilities, as the company goes into full
production over the next few years. In October 1995, Hughes Electronic's
Corporation announced that it had received an order from ICO Global
Communications of London to build a network of satellites which will be used
in a worldwide mobile telephone system which is being developed by ICO. The
agreement with ICO represents the largest single contract for commercial
satellites in Hughes Electronics' history.

Transportation

     The Los Angeles area is served by an extensive freeway system, an
expanding mass transit system, and several airport facilities. The Southern
California freeway network, and specifically the network in the Los Angeles
area, is one of the most extensive systems in the world. Major north/south
freeways in the county include the San Diego Freeway (1-405), the Golden State
Freeway (1-5), the Long Beach Freeway (1-710), and the San Gabriel River
Freeway (1-605). Major east/west freeways in Los Angeles County include the
Pasadena Freeway (1-210), the Ventura freeway (SH-101/SH-134), the Santa
Monica Freeway (1-10), the Pomona Freeway (SH-60), and the Artesia Freeway
(SH-91).

     The Metro System is a multi-modal transit system consisting of freeway
car-pool lanes, buses, light rail lines, and heavy rail lines. At the present
time, seven rail lines are in operation, including three Metro Rail commuter
lines and four Metrolink commuter lines. The Metro Rail lines which are
currently in operation include: 1) the Metro Blue Line, which extends for 22
miles from downtown Los Angeles to Long Beach; 2) the Metro Red Line, which
extends for approximately 4.4 miles from downtown Los Angeles to the
Westlake/MacArthur Park area; and 3) the Metro Green Line, which extends for
approximately 20 miles from El Segundo (near Los Angeles International
Airport) eastward to Norwalk in central Los Angeles County. The


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Metrolink system has commuter rail lines in operation at the present time from
downtown Los Angeles to the following areas: 1) Moorpark in Ventura County (47
miles); 2) Lancaster/Palmdale in north Los Angeles County (60 miles); 3) San
Bernardino (57 miles); and 4) Downtown Riverside (5.8 miles).

     Public transportation is also available by bus service which is provided
by the Metropolitan Transit Authority and by train service provided by AMTRAK.
Air transportation is available at several airports in the Los Angeles area.
The Los Angeles International Airport, located in the southwestern portion of
the county, handles domestic and international carriers and is one of the five
busiest airports in the world. Three smaller regional airports also service
the Los Angeles area including: 1) the Burbank-Glendale-Pasadena Airport in
the City of Burbank; 2) the Long Beach Municipal Airport in the City of Long
Beach; and 3) the Van Nuys Airport in the community of Van Nuys in the West
San Fernando Valley.

Conclusion

     Los Angeles County is a major commercial center in Southern California
and the larger United States. The region's natural and man-made attractions,
together with a diversified and highly skilled employment base, have a
significant role in establishing Los Angeles County as the focal point for
commercial activity in the western United States. The county has a significant
residential population, with household and per capita income levels which are
comparable to the corresponding figures for the State of California. Over the
past few years, the employment base in Los Angeles County has changed as the
aerospace/defense industry has downsized while the sectors of entertainment,
healthcare, and international trade have experienced significant new growth.

     After several years of recessionary conditions, during the first portion
of this decade economic activity in Los Angeles County improved and is
projected to increase steadily over the near term. Total employment within the
county is forecast by the Los Angeles County Economic Development Corporation
to increase by 2.1 percent in 1996 and outpace the nation as a whole in terms
of new job creation. Actual employment increase from September, 1995 to
September, 1996 totaled 64,000 jobs, or an increase of 1.6%. Retail sales are
projected to increase by six percent in 1996 from the year prior level,
following a five percent increase in 1995. The anticipated firming of home
prices in Los Angeles County, after four consecutive years of declining
prices, is expected to have a favorable impact on business activity within the
county. Over the longer term, the ongoing and anticipated future expansions by
the entertainment, international trade, and services sectors are projected to
increase employment opportunities within the region. As the economic recovery
in Los Angeles County progresses, the subject property should be favorably
impacted by its location within this region.


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Century City

     Overview

     The subject property is located in the Century City district of the City
of Los Angeles. Century City is a major component of the West Los Angeles
area, which comprises one of the more important commercial and retail centers
in the greater Los Angeles region. The West Los Angeles area is generally
bordered by Venice Boulevard to the south, Bundy Drive/Centinela Avenue to the
west, Sunset Boulevard to the north, and La Cienega Boulevard to the east.
West Los Angeles incorporates the relatively affluent residential
cities/communities of Bel Air, Beverly Hills, Brentwood, and West Hollywood,
as well as the important commercial centers of Century City, Santa Monica, and
Westwood Village. The subject is located approximately ten miles west of
downtown Los Angeles, five miles east of the Pacific Ocean at Santa Monica,
and seven miles north of Los Angeles International Airport. The subject area
is extensively developed with a mix of major office buildings, multi-family
residential properties, and a major shopping center.

Location and Boundaries

     Century City is a master planned commercial, retail and residential
community located in the prime westside area of Los Angeles. Century is
bordered to the north by the prestigious Los Angeles Country Club, to the
south by the Hillcrest County Club and Rancho Park Golf Course, to the east by
the City of Beverly Hills, and to the west by the communities of West Los
Angeles, Westwood, and Brentwood.

Land Uses

     The subject property is located in the Century City North Specific Plan
area. Century City is intensively developed. Adjacent and nearby uses are
predominately major high-rise office buildings, including the 2.3 million
square-foot subject Century Plaza Towers (Theme Towers) and the ABC
Entertainment Center. The newest high-rise building in this market (SunAmerica
Tower, or 1999 Avenue of the Stars), is located one block west across Avenue
of the Stars from the subject. An older, 28-story high-rise office building,
1900 Avenue of the Stars, is located directly north of this parcel, and the
twin "Watt Towers" high-rise office buildings are located directly north
across Constellation Boulevard of the subject, at the northeast corner of
Constellation Boulevard and Century Park East. Improvements on the parcels
northerly of the subject, are improved with high-rise office buildings and
related parking structures.

     Century City Shopping Center is located one block northwest of the
subject. This regional mail is one of the premiere retail properties in Los
Angeles County, and contains 768,760 square feet of gross leaseable area
(GLA). The mail is currently anchored by Bullock's, The Broadway, Gelson's
Market, and AMC Theaters, but the 222,726 square-foot Broadway was converted
to a Bloomingdales and the 132,614 square-foot Bullocks will be converted to a
Macy's during 1996. The mall was originally developed in 1964, and was
renovated and expanded most recently in 1987. There are approximately 140 mall
shops containing 325,000 square feet of GLA, and the mall shops are about 95
percent leased. The center has 3,180 onsite parking spaces, or a 4.2/1,000 SF
parking ratio.


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     The parcels located one block west of the subject are improved with the
Century Plaza Hotel and adjacent Towers, which together comprise a 1,070-room
luxury hotel

     The area immediately east and north of the subject across Century Park
East is improved with two low-rise office buildings and four high-rise
properties, and development further south toward Olympic Boulevard includes
the Central Plants facility, a to the immediate east. This utility plant is a
ground [eased parcel with a (reported) term through December, 2013. The
utility plant provides services (chilled and heated water and steam) to
several major Century City properties on a contract basis, including Century
Plaza Towers and the Century Plaza Hotel. The Century City Medical Plaza and
Hospital property is located directly south of the plant, at the northeast
corner of Century Park East and Olympic Boulevard. This property consists of
two separate structures: 1) a 9-story, 200-bed hospital containing
approximately 163,000 rentable square feet; and 2) an 18-story medical
building containing approximately 175,000 rentable square feet. Much of the
property is master-leased to NME (now Tenet Healthcare). The buildings share a
subterranean parking garage serving about 800 cars on 4 and 1/2 levels
(2.4/1,000 SF).

Access and Transportation

     The primary east/west surface streets through Century City and adjacent
areas include Santa Monica Boulevard, which forms the northern boundary of the
Century City District, Olympic Boulevard, which bisects the North and South
Plan areas of Century City, and Pico Boulevard, which forms the southerly
boundary of Century City. Constellation Boulevard extends only two blocks in
an east/west direction through the center of the North Plan area from Century
Park West to Century Park East. The north/south streets through Century City
are Century Park East and Avenue of the Stars, which extend from Santa Monica
Boulevard to Pico Boulevard, and Century Park West, which extends two blocks
from Santa Monica Boulevard to Olympic Boulevard.

     Century City does not have direct access to the regional freeway system,
but ramp service is available to the San Diego Freeway (Interstate 405) about
three miles west along Santa Monica Boulevard, and Interstate 10 is accessible
via surface streets about three miles southerly of the subject.

     Mass transit in the West Los Angeles area is available with bus service
provided by the Metropolitan Transit Authority (MTA), which operates a fleet
of over 2,500 vehicles and handles approximately 1.2 million passengers per
day from Monday through Friday. The MTA system provides service to most of the
incorporated cities in Los Angeles County and is the third largest municipal
transit authority in the country. Air transportation for residents of West Los
Angeles and visitors to the area is available at Los Angeles International
Airport, Burbank-Glendale-Pasadena Airport, and Long Beach Municipal Airport.
Los Angeles International Airport is located approximately seven miles
southwest of the subject and is one of the busiest airports in the country in
terms of annual passenger volumes. Los Angeles International Airport handles
over 80 airlines providing domestic and/or international air service. The
Burbank-Glendale-Pasadena Airport is located approximately 15 miles northeast
of the subject and provides domestic air service. The


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Long Beach Municipal Airport is located approximately 25 miles southeast of
the subject and provides domestic air service.

Century City History

     The original development concept for Century City began with the purchase
of 260 acres by a partnership of the Aluminum Company of America (Alcoa) and
William Zeckendorf, a New York developer. Twentieth Century Fox Film
Corporation sold the property to the partnership in 1961, with an immediate
leaseback of 80 acres for use as sound stages and film production buildings.
The remaining "back lot' area was masterplanned for Zeckendorf into a
miniature city, complete with offices, retail shopping and private residences.

     Alcoa purchased Zeckendorf's interest in Century City in 1963, after just
two office buildings had been developed. Century City, Inc., a wholly owned
subsidiary of Alcoa, assumed control over development of the remaining land.
In 1973, Twentieth Century Fox repurchased the underlying fee interest in the
80 acres it had been leasing, with the intention of redeveloping the property.

     AP Ventures, Inc., an affiliate of JMB Realty Corporation, purchased the
outstanding common stock of several subsidiaries of Alcoa in December, 1986.
These subsidiaries owned interests in many of the real estate assets in
Century City. Portions of AP Ventures, Inc. subsequently transferred most of
these assets to AP Properties, Ltd., another JMB Realty affiliate. Portions of
AP Properties' Century City portfolio were acquired during 1994 by a lender's
consortium led by Citicorp. This lenders consortium is currently selling major
assets included in the AP Properties portfolio, including its interest in the
subject property.

Building Chronology

     The development of Century City began in 1961 with the start of grading
and roadwork. Development continued for three decades, and has included over 8
million square feet of office space, a regional shopping mail and multi-family
residential buildings. The following chart details the development history of
the major commercial properties in Century City.

Map  Year  Building                               Description
1    1963  Gateway East                           14 story office
2    1964  Gateway West                           14 story office
3    1964  Century City Mall                      Regional shopping center
4    1966  Century Plaza Hotel                    16 story hotel
5    1968  1901 Avenue of the Stars Building      19 story office
6    1969  1900 Avenue of the Stars Building      27 story office
7    1969  Century City Medical Plaza & Hospital  9 & 18 story medical center
8    1970  Northrop Plaza 1                       20 story office
9    1970  Orion Building                         20 story office
10   1970  1880 Century Park East                 15 story office
11   1971  Century City North                     26 story office


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12   1972  ABC Entertainment Center               5 story office/retail center
13   1973  Century Park Plaza                     26 story office
14   1975  Century Plaza Towers                   44 story office towers
15   1981  Watt Plaza                             23 story office towers
16   1984  Northrop Plaza 11                      19 story office
17   1987  Fox Plaza                              34 story office
18   1990  1999 Ave. of the Stars                 39 story office

Westside Los Angeles Area Planning Issues

     The subject is located in the West Los Angeles Planning area, which is
controlled by several district and community plans including the Westwood
Community Plan, the West Los Angeles and the Brentwood-Pacific Palisades
District Plans, and the Century City North and South Specific Plans. These
plans deal with land uses and a number of other factors, with vehicular
traffic congestion representing one of the most important considerations
throughout this area. The following discussions provide an overview of the
general and specific plans, both existing and proposed, affecting Century City
and adjacent westside markets.

Century City Specific Plans

     Development in Century City was governed by the general West Los Angeles
District Plan until it was determined that specific development guidelines
were necessary for Century City to manage its growth. The City of Los Angeles
authorized the Century City Specific Plan in 1974, repealing the District Plan
and putting into effect a new, detailed development plan. The Specific Plan
was expanded in 1981 to include the 80-acre Fox studios, following Marvin
Davis' purchase of the Twentieth Century Fox Film Corporation.

     The purpose of the Century City Specific Plan is to assure orderly
development and to provide street capacity and other public facilities
necessary to support development of the area. The Specific Plan is divided
into two separate city ordinances. The Century City North Specific Plan
details the development requirements for sites located north and east of the
Twentieth Century Fox property. The Century City South Specific Plan governs
development of the Twentieth Century Fox property. The plans are discussed
below.

Century City North Specific Plan

     The specific plan for Century City North is detailed in the Los Angeles
City Ordinance No. 156,122, and was approved on November 20, 1981. Century
City North is bounded by Beverly Hills to the east, Santa Monica Boulevard to
the north, Century Park West to the west, and Century City South and Pico
Boulevard to the south. The area includes both commercial and residential
components, with residential development located south of Olympic Boulevard.

     The plan controls development by regulating the total number of
automobile trips which can be generated by a new project. The plan also
increases street capacity by requiring developers to complete public
improvement projects for traffic mitigation and pedestrian flow. The Specific
Plan assigned trip limits to the Century City Shopping


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<PAGE>


                              TRIP ALLOCATION MAP















                              [GRAPHIC OMITTED]
                  [MAP OF CENTURY CITY COMMERCIAL DISTRICT]










                                                                  CENTURY CITY
                                                           COMMERCIAL DISTRICT




                                                                       CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>


<TABLE>
<CAPTION>
=====================================================================================================
                                                                             Area                    
Ref Description/                                           Parcel         Land  Improvements  No. of 
No. Address                            Ownership             No.        SF/Acres         SF  Stories 
=====================================================================================================

=====================================================================================================
<C> <S>                            <C>                  <C>              <C>         <C>        <C>
23  VacantLand                     AP Properties. Ltd.  4319-002-059     55,510      vacant     none 
    NEC/Constellation Blvd                                                 1.27        land          
    and Avenue of the Stars
- -----------------------------------------------------------------------------------------------------
24  Watt PLaza I & II              Watt Industries      4319-002-060    189,050     855,000       23 
    1875-1925 Century Park East                                            4.34
- -----------------------------------------------------------------------------------------------------
25  1901 Ave. of Stars             Shuwa Investments    4319-003-055     96,268     470,000       20 
    1901 Avenue of the Stars                                               2.21
- -----------------------------------------------------------------------------------------------------
26  Gateway West                   Pine Realty          4319-003-061    104,980     250,500       14 
    1801 Avenue ofthe Stars                                                2.41
- -----------------------------------------------------------------------------------------------------
27  4-Story Office Building        Fresnodale, Inc.     4319-003-063     32.670      50,000        4 
    10265 Constellation Boulevard                                          0.75
- -----------------------------------------------------------------------------------------------------
28  Century City Shopping Ctr      RREEF USA Fund II    4319-003-064    814.572     768,760      N/A 
    10250 Santa Monica Boulevard                                          18.70                      
- -----------------------------------------------------------------------------------------------------
29  Sunamerica Center              Constellation Land   4319-003-065  1,220,660     774,274       39 
    1999 Avenue of the Stars       Ltd. Pamership                         28.02
- -----------------------------------------------------------------------------------------------------
30  Plaza Walkway                  Delta Towers JV      4319-004-022     47,916         N/A      N/A 
    2025 Avenue of the Stars #ZZ                                           1.10
- -----------------------------------------------------------------------------------------------------
31  Vacant Land - Moat Lot         AP Properties. Ltd.  4319-004-035     60,410      vacant     none 
    NE/Century Park W and between                                          1.39        land
    Constellation & Olympic Blvds
- -----------------------------------------------------------------------------------------------------
32  Century Plaza Hotel            Century Plaza Hotel  4319-004-109    250,906     803,989 750 rooms
    2025 Avenue of the Stars       Ltd. Partnership                        5.76
- -----------------------------------------------------------------------------------------------------
33  Surface Parking - Lot7b        AP Properties. Ltd.  4319-004-108    286,625         N/A      N/A 
    SEC/Constellation Blvd and                                             6.58
    Century Park West
- -----------------------------------------------------------------------------------------------------
34  Century Plaza Hotel - Tower    Century Plaza Hotel  4319-004-038    165,528     373,697 322 rooms
    2055 Avenue of the Stars       Ltd. Partnership                        3.80
- -----------------------------------------------------------------------------------------------------
35  Parking Garage                 AP Properties, Ltd.  4319-004-039    135,907     945,387  3,566 sp
    2030 Century Park West                                                 3.12
=====================================================================================================
</TABLE>



==============================================================================
                                                                Estimated
Ref Description/                     Year   Unused Trips      Replacement
No. Address                        Built    Phase I Phase II       Trips 
==============================================================================

==============================================================================
23  VacantLand                      none         **       **         N/A 
    NEC/Constellation Blvd                         Included with site #18
    and Avenue of the Stars                                              
- ------------------------------------------------------------------------------
24  Watt PLaza I & II               1981          0        0      11,970 
    1875-1925 Century Park East                                          
- ------------------------------------------------------------------------------
25  1901 Ave. of Stars              1968          0        0       6,580 
    1901 Avenue of the Stars                                             
- ------------------------------------------------------------------------------
26  Gateway West                    1963          0        0       3,507 
    1801 Avenue ofthe Stars                                              
- ------------------------------------------------------------------------------
27  4-Story Office Building         1966          0        0         700 
    10265 Constellation Boulevard                                        
- ------------------------------------------------------------------------------
28  Century City Shopping Ctr       1964   1.794.90        0           0 
    10250 Santa Monica Boulevard            Phase I                     
                                           --------                      
                                             233.30                      
                                             Unused                      
                                        replacement                      
                                              trips                      
- ------------------------------------------------------------------------------
29  Sunamerica Center               1990          0        0      10.840 
    1999 Avenue of the Stars                                             
- ------------------------------------------------------------------------------
30  Plaza Walkway                   1973          0        0           0 
    2025 Avenue of the Stars #ZZ                                         
- ------------------------------------------------------------------------------
31  Vacant Land - Moat Lot          none          0        0           0 
    NE/Century Park W and between                                        
    Constellation & Olympic Blvds                                        
- ------------------------------------------------------------------------------
32  Century Plaza Hotel              1965         0        0       7,500 
    2025 Avenue of the Stars                                             
- ------------------------------------------------------------------------------
33  Surface Parking - Lot7b          N/A          0    319.9           0 
    SEC/Constellation Blvd and                                           
    Century Park West                                                    
- ------------------------------------------------------------------------------
34  Century Plaza Hotel - Tower      1984         0        0       3,220 
    2055 Avenue of the Stars                                             
- ------------------------------------------------------------------------------
35  Parking Garage                .  1984         0        0           0 
    2030 Century Park West        
==============================================================================

                                                         * - Transferred Trips


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          Location Analysis
================================================================================

Center, vacant properties and underutilized sites. The number of trips
generated by projects are calculated according to the following schedule:

               Usage                             Trips per 1,000 sq. ft. FAR
               -----                             ---------------------------
             Commercial:
               Office                                       14 trips
               Medical Office                               75 trips
               Drive-thru Bank                             192 trips
             Retail:
               Non-mall retail                              35 trips
               Restaurant                                   45 trips
               Fast Food Restaurant                        553 trips

             Hotel                                     10 trips/room
             Residential                             7.55 trips/unit

     The plan requires that development be phased and regulates development
based on the number of trips generated by the "Cumulative Automobile Trip
Generation Potential" (CATGP). According to the Plan "Trip" constitutes a unit
of real property development rights pursuant to the Specific Plan and means "a
calculation of daily arrivals at and daily departures from a building or
structure by motor vehicles of four or more wheels".

     The Specific Plan is divided into two phases. Phase I has been in effect
since 1981. A total of 20,000 trips are allocated for developments in Phase 1,
with 4,200 trips allocated to the Century City Shopping Center and 15,800
trips assigned to vacant parcels. Projects developed during Phase I are
required to complete specific traffic mitigation projects or to contribute
proportionate funds toward the completion of such projects. These required
traffic projects are assigned according to the following ratio: trips
generated by the project/20,000 trips. The Department of Transportation is
responsible for assigning the improvement projects.

     The Century City North Specific Plan specifies 30 public improvements to
be completed on a pro rata basis during Phase 1. According to a City of Los
Angeles interdepartmental memo dated June 20, 1990, there are three remaining
public improvements to be completed as part of the 30 improvements originally
assigned to Phase 1.

     Phase II of the Specific Plan begins when all Phase I public improvement
projects are completed and when building permits for Projects generating
15,225,606 Trips, excluding the Century City Shopping Center, have been
issued. Approximately 1,077 un-utilized Phase I Trips remain (refer to
subsequent detailed discussions of remaining Trips). Phase II developments may
not exceed a combined total of 30,156 trips (including the 20,000 Phase I
trips). These Phase II trips are allocated to additional vacant sites and to
underutilized sites. The actual commencement date of Phase II is not specified
in the city ordinance. The required street or other infrastructure
improvements coinciding with


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<PAGE>


                                                             Location Analysis
================================================================================

Phase II trip rights are not specified in the plan, and have not been
established as of the date of this appraisal. According to the Specific Plan,
Phase II projects are discretionary and require a Project Permit from the
Planning Commission and are appealable to the City Council. A number of
conditions must be satisfied prior to approval of a Phase II project,
including appropriate consideration by the Planning Commission of the
project's impact on the vehicular circulation system.

Century City South Specific Plan

     The Century City South Specific Plan area corresponds to the original
property purchased by 20th Century Fox Corporation. The plan area is bounded
by Pico Boulevard on the south, Century Park West on the west, Avenue of the
Stars on the east, and the Century City North Specific Plan area to the north.

     The Century City South Specific plan (ordinance number 156,121),
originally approved in November, 1981, was amended effective as of August 10,
1993 by ordinance number 168,862. Plan area "B" is further amended by
Ordinance No. 168,859. The boundaries of the plan are shown on the
accompanying exhibit, and include plan areas A and B, with area B restricted
to studio uses only. The 1993 amendment with the specific plan was approved to
accommodate 20th Century Fox, which sought approval to consolidate its
operations to the 53-acre site outlined on the map as area B. The plan
amendment effectively rezoned the studio site to permit commercial rather than
residential development. The plan allows the studio to renovate and expand the
existing studio facilities to include a maximum addition of 771,000 square
feet of new motion picture and television studios and studio-related
facilities to the existing 1,124,000 square feet of development current on the
property, for a maximum development of 1,895,000 square feet. The accompanying
exhibits from the amended specific plan summarize the approved development on
the studio property. The Studio plan area approved development is based on two
phases of trip rights, with 11,500 trips allocated to Phase I and 14,310 trips
allocated to Phase II. The studio ownership is required to complete specified
street improvements in conjunction with the phased development of the site.
The specific plan permits a maximum of 5,000 trips to be transferred from
sites in Century City South to Century City North.

     The Century City Specific Plans provide flexibility to developers by
allowing unused trips to be transferred from one site to another. Trips can be
transferred between commercial sites or from residential sites to commercial
sites. Trips cannot be shifted from commercial sites to residential sites.

     With two exceptions, properties which were developed prior to 1981 have
not been allocated trips. If an existing project is demolished, however,
"replacement" trips are available for new development. Replacement trips for a
demolished site are approximately equal to the number of trips which would be
used by an identical project developed today. The replacement trips may then
be used for new development on the existing site or transferred to another
site.


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                                                          Location Analysis
================================================================================

West Los Angeles Traffic Mitigation

     The Department of Transportation (DOT) of the City of Los Angeles
coordinates traffic studies and planning, and releases an environmental impact
report (EIR) of a new traffic control plan for West Los Angeles. The new plan
is to replace the current Westwood/West Los Angeles Interim Traffic Control
Ordinance No. 170389 (ICO). The new plan is based on extensive studies of
traffic flows which will require mitigation through different measures
including street improvements, ride sharing, and public transportation plans.
The pending new traffic control ordinance will include the Century City
district, and is to incorporate a comprehensive plan for traffic circulation
throughout the westside. The ICO currently addresses traffic issues in West
Los Angeles, Westwood, Brentwood, and Pacific Palisades (excludes Century
City). The existing ICO and pending new ordinance assess fees for new
development based on trip generation (Trips under this ordinance are
calculated differently from Trips under the Century City Specific Plan), with
revenues to pay for mitigation measures.

     The mitigation measures and the costs for traffic mitigation represent
one of the most significant "hurdles" in the entitlement process for proposed
new developments in the subject's market area. Although a planned development
may conform to existing zoning requirements in terms of use, density, and
other physical characteristics, the existing physical infrastructure,
particularly for vehicular traffic, is not considered sufficient to support
major new projects. Developers of larger-scale projects in this area are
almost routinely required to file Environmental Impact Reports (EIR), which,
in addition to many other factors, must identify negative "significant"
traffic impacts from the proposed project and related projects, and to include
measures which will reduce the impacts to an "insignificant"' level.

Demographic Profile

     We analyzed the demographics and other characteristics for the
surrounding three- and five-mile radii from Century city. The accompanying
exhibit summarizes the most pertinent characteristics within these radii,
including population, households, and income characteristics. The data is
based on information provided by Equifax National Decisions Systems.
Additional exhibits summarize the trends in commercial and residential
development in the cities in westside Los Angeles, the City of Los Angeles,
and Los Angeles County.

     Of particular interest in the surrounding trade area data is the direct
correlation between income levels and distance from the subject properties. As
the chart suggests, the household and per capita income levels decline
directly with the increasing distance from the properties (per capita income
declines from $50,188 within a three-mile radius to $30,051 within a five-mile
radius). the education level and the corresponding income levels for residents
within a one-mile radius of the property are substantially above the levels
for the three- and five-mile radii. The percentages of owner occupied housing
within the different radii also decrease in direct proportion to the distance
from the properties.

     According to Equifax Data, the median price for existing homes within the
five-mile radii ranges from $405,420 to $499,608, and 80 percent of all
owner-occupied housing


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<PAGE>


                                                          Location Analysis
================================================================================

within a one-mile radius of the subject is value at more than $500,000. By
comparison, the median home price for all of Los Angeles county is estimated
at $226,400. The median rental rates within the one, three, and five-mile
radii are $915, $764, and $674, respectively.

     As shown on the exhibit the subject's primary trade area, as defined by
one to five-mile radii from Century City, has 'considerably more favorable
economic characteristics than all of Los Angeles County. The subject's prime
westside Los Angeles location is recognized as one of the most desirable
residential and commercial markets in southern California.

New Construction Trends

     The accompanying exhibit summarizes residential construction activity
during the period 1989 through 1995 (annualized) in the City and County of Los
Angeles, as well as in the incorporated cities (excluding Los Angeles) within
the westside market area (including Beverly Hills, Culver City, Santa Monica,
and West Hollywood). A second exhibit summarizes non-residential construction
activity in the same markets. The data and accompanying graphs show the sharp
decline in new construction, both in terms of number of permits and total
dollar volume, for all types of construction since 1989-1990. The decline in
new construction corresponds to the onset of the severe economic recession in
southern California. Although real estate values in many markets in Los
Angeles County have stabilized and improved during the past two years,
economic demand levels have not yet increased sufficiently to justify new
construction in most areas.

Employment and Labor Base

     A recent survey by Equifax National Decision Systems indicates that
within a three mile radius of the subject property, the total daytime
employment is approximately 250,000 persons. The daytime employment population
is greater than the working age population (residents aged 18 to 64 years)
within the subject's three mile trade area, which indicates that the
businesses within the three mile trade area provide a significant source of
employment for the local population and draw a large number of employees from
outside the three mile area.

     The most significant employment group within the three mile trade area is
the services segment, which comprises approximately 50 percent of the total
employment within this area. The major employment categories within the
services group include business services, health services, and legal services.
The finance/insurance/real estate sector comprises approximately 13.5 percent
of the employment base within the five mile trade area. Within the larger five
mile trade area, the most significant employment groups include services (48.1
percent), retail trade (20.1 percent), and finance/insurance/real estate (11.4
percent). The services sector includes significant concentrations of
employment in the areas of business services, health services, and legal
services. The entertainment industry has a major presence in the westside
market area.

     A survey by the Los Angeles Times indicated that the Los Angeles
metropolitan area had the largest concentration of corporate headquarters in
the State of California. The survey reported that 122 corporate headquarters
are located in the Los Angeles


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<PAGE>


================================================================================
                   BUSINESS-FACTS: Daytime Employment Report
                               West Los Angeles
- --------------------------------------------------------------------------------
                                     1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Business Employment by Type                         No. of Businesses   No. of Employees   Employees per Business
- ---------------------------                         -----------------   ----------------   ----------------------
<S>                                                          <C>                 <C>                        <C>  
1    RETAIL TRADE                                              7,600              79,743                    10.5%
       Home Improvement Stores                                   171               1,756                    10.3%
       General Merchandise Stores                                 62               5,766                    93.0%
       Food Stores                                               528               7,994                    15.1%
       Auto Dealers & Gas Stations                               392               5,780                    14.7%
       Apparel & Accessory Stores                              1,076               6,204                     5.8%
       Furniture / Home Furnishings                            1,131               8,953                     7.9%
       Eating & Drinking Places                                1,926              30,508                    15.8%
       Miscellaneous Retail Stores                             2,314              12,782                     5.5%
     
2    FINANCE-INSURANCE-REAL ESTATE                             3,402              41,432                    12.2%
       Banks, Savings & Lending Institutions                     549               6,988                    12.7%
       Securities Brokers & Investors                            505               7,689                    15.2%
       Insurance Carriers & Agencies                             646              10,410                    16.1%
       Real Estate - Trust - Holding Co.                       1,702              16,345                     9.6%
     
3    SERVICES                                                 20,057             200,091                    10.0%
       Hotels & Lodging                                          188               9,716                    51.7%
       Personal Services                                       3,136              16,485                     5.3%
       Business Services                                       5,543              51,691                     9.3%
       Motion Picture & Amusement                              1,515              19,264                    12.7%
       Health Services                                         4,348              50,073                    11.5%
       Legal Services                                          3,037              24,176                     8.0%
       Education Services                                        436              13,449                    30.8%
       Social Services                                           813               6,180                     7.6%
       Other Services                                          1,041               9,057                     8.7%
     
4    AGRICULTURE                                                 178               1,385                     7.8%
     
5    MINING                                                       31                 563                    18.2%
     
6    CONSTRUCTION                                                957               8,475                     8.9%
     
7    MANUFACTURING                                             1,513              29,517                    19.5%
     
8    TRANSPORTATION, COMMUN/PUBLIC UTIL                          820              12,382                    15.1%
     
9    WHOLESALE TRADE                                           1,754              18,209                    10.4%
     
10   GOVERNMENT                                                  305               7,352                    24.1%
     
- -----------------------------------------------------------------------------------------------------------------
TOTAL BUSINESSES                                              36,617             399,149                    10.9%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
       Daytime Population                                    399,149
     
       Residential Population                                522,540
     
       Daytime Population per Business                         10.9%
       Residential Population per Business                     14.3%
================================================================================


                        Number of Businesses per Sector

                               [GRAPHIC OMITTED]



                         Number of Employees per Sector

                               [GRAPHIC OMITTED]


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


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                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                          Location Analysis
================================================================================

metropolitan area, with 36 corporate headquarters located in the West Los
Angeles area. The chart on the accompanying page summarizes the major
employers in the West Los Angeles area based on the employment figures
provided in the Los Angeles Times survey. The major employers in the local
area include a mix of entertainment, finance, healthcare, and manufacturing
oriented companies. A significant portion of the employment base in the West
Los Angeles area is comprised of private sector companies in the fields of
finance, law, medicine, and other relatively high paying sectors. In most of
these fields, pay increases are closely tied to the performance of the company
and/or the individual rather than being based on the rate of inflation as
measured by the Consumer Price Index or some other such standard. As a result,
the rate of increase in discretionary spending in the West Los Angeles area is
not overly dependent upon continued growth in the local residential
population.

Conclusions

     The West Los Angeles area contains a significant concentration of retail,
commercial and institutional development which is geared toward the local and
regional populations. The Century City, Beverly Hills, West Los Angeles, and
Santa Monica markets represent arguably the most desirable residential, retail
and professional business locations in southern California. The subject trade
area benefits from the highest per capita and household income levels in the
region, and the area contains a positive mix of employers, including the
expanding entertainment industry.


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<PAGE>


                                         LOS ANGELES OFFICE MARKET ANALYSIS
================================================================================

Office Market Analysis

Los Angeles County Office Market Overview

     Supply and Tenant Demand

     According to Cushman & Wakefield's second-quarter, 1996 surveys the
combined Los Angeles County office market contained a total inventory of
167,525,977 square feet. This figure excludes owner user, medical, and
government office buildings.

     The accompanying exhibit provides a statistical overview of the office
inventory for Los Angeles County, including a breakdown by markets. The
markets included in the sectors used in this report are summarized below.

Sector                                Markets
- ------                                -------
Los Angeles Central/Downtown:         Downtown Los Angeles
                                      Mid-Wilshire Corridor
                                      San Gabriel Valley

Los Angeles West:                     Hollywood/West Hollywood
                                      Beverly Hills/Century City
                                      Westwood/West L.A./Santa Monica
                                      Marina Area/Culver City

Los Angeles South Bay:                El Segundo/LAX
                                      Long Beach
                                      Torrance

Los Angeles North:                    Simi/Conejo Valleys
                                      West San Fernando Valley
                                      Central San Fernando Valley
                                      East San Fernando Valley/Tri-Cities

     Each market within the larger markets is comprised of a series of
submarkets. Although the markets and individual office markets compete to
varying degrees on a larger scale for the Los Angeles County tenant base, each
market is characterized independently in general terms by a typical targeted
tenant or industry type. The table below presents a general overview of the
tenant base for the markets.


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                                         Los Angeles Office Market Analysis
================================================================================

Sector                                Tenant Base
- ------                                -----------
Los Angeles Central/Downtown          Financial
                                      Legal
                                      Telecommunications
                                      Energy
                                      Accounting
                                      Real Estate
                                      Government/Quasi-Government

Los Angeles West:                     Legal
                                      Accounting
                                      Entertainment
                                      Insurance
                                      Real Estate
                                      Financial Services
                                      Advertising

Los Angeles South:                    Aerospace
                                      High-Tech
                                      Research & Development

Los Angeles North:                    Entertainment
                                      Insurance
                                      Legal
                                      Accounting
                                      Engineering

     Considerable duplication exists within the office tenant base for the Los
Angeles County office markets. However, the office markets maintain separate
identities in terms of the primary tenancies and relative prestige and
corresponding relative rental rate structures for comparable buildings within
the separate markets. Legal and accounting firms provide considerable tenant
demand within each of the markets, for example, but the type and focus of
these professional firms is directed toward the business base within the
sector. Downtown Los Angeles law and accounting firms consist primarily of
larger national or regional firms oriented toward corporations and government
for example, while westside Los Angeles firms typically are smaller and
specialize in a particular field, such as entertainment law.

Historical Office Development

     Fundamental shifts occurred in the greater Los Angeles office market
during the past decade. The most significant changes include the exodus of
major insurance companies and corporations from the Mid-Wilshire District to
more suburban locations such as Warner Center and Glendale during the 1980s,
and the movement of some entertainment firms from Hollywood and Beverly Hills
to areas such as Burbank (North Los Angeles), Woodland Hills/Warner Center
(North Los Angeles), or Culver City and Santa


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                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                         Los Angeles Office Market Analysis
================================================================================

Monica (West Los Angeles). These shifts have involved relocations within the
Los Angeles County marketplace, and most of the current markets have emerged
as separate, viable office locations during the past decade. The established
Los Angeles County office markets as of 1980 consisted of downtown Los
Angeles, the Mid-Wilshire sector, Pasadena, Beverly Hills, Century City, and
the Ventura Boulevard corridor in the San Fernando Valley. Approximately 55%
of the total existing office development in Los Angeles County has been
completed during the period since 1982.

     A number of the current major office markets or submarkets were
effectively created during roughly the past decade. Most of the development in
the following markets (total current supply in parenthesis) has been completed
since 1980: Warner Center (5,349,550 square feet) Burbank/Universal City
(5,517,729 square feet), Glendale (5,051,341 square feet), Brentwood
(3,254,337 square feet), Culver City/Westchester (3,643,649 square feet), and
Long Beach (7,351,695 square feet). Much of the development in the Glendale,
Burbank, Culver City, and downtown Long Beach office markets was assisted to
varying degrees by government agencies, including redevelopment agencies.
Significant assistance (political and/or financial) by government agencies has
also increased the office development in previously established markets such
as downtown Los Angeles and Pasadena. Prior to about 1980 several of these
alternative office locations either did not exist or the available supply in
the market was not sufficient to represent serious competition for the
established office markets. The existence of a number of alternative office
market locations within the Los Angeles basin is a significant consideration
in analyzing historical vacancy and rental trends in the individual markets
prior to 1982 for the purpose of projecting future performance.

Future Competitive Supply

     Future competitive office development in the Los Angeles County markets
is restricted by two primary factors: 1) economic conditions - the current
financial infeasibility of most new development and the absence of available
financing for office development of new office properties; and 2) political
conditions - the governmental restrictions limiting new development. Although
the economic factors limiting development, which are based on lending
restrictions and economic infeasibility under current leasing conditions and
effective rental rates, represent the primary reason for limited new
development in the recent, past and near future, the political constraints on
new development as the most significant factor limiting new competitive office
supply in a number of the markets and market for the long term.

     1) Economic Constraints

     Market rental rates in Los Angeles County submarkets are currently below
(to varying degrees) the levels required to justify new Class A office
development. The current (2nd Quarter 1996) weighted average asking rental
rate for all direct office space availabilities in Los Angeles County is
$19.47 per-square-foot annually, full service gross. The individual markets
have weighted average rental rates (asking) from $15.72 to $24.48
per-square-foot.


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                                         Los Angeles Office Market Analysis
================================================================================

New construction costs for mid to high-rise office buildings vary by market
location and underlying land cost. The relative strength of the markets in
terms of tenant demand and the "spread" between the rents required support new
development and the current market rental levels in the various markets
fluctuates considerably, but virtually no new speculative office construction
has occurred in Los Angeles County markets since 1992. Refer to accompanying
exhibit for historical construction activity since 1980.

     2) Political Constraints

     Other than the downtown market and the South Los Angeles market area,
nearly every sector of the City of Los Angeles and adjacent suburban cities
with a meaningful office market has implemented restrictions on new
development, tied to political factors, traffic mitigation and other
infrastructure issues. These restrictions will negatively impact the political
feasibility of significant amounts of new office construction under any future
economic office market scenario. The accompanying exhibit summarizes Los
Angeles area markets with meaningful political constraints on development
currently in place or pending. The specific plans are based on automobile
"trips" (costs associated with traffic mitigation costs) or other criteria
(typically tied to infrastructure). The political influence of the homeowner's
groups, which typically have active slow- or no-growth philosophies toward new
development, is strong and has increased considerably during the past decade.

     In addition to typical zoning and planning issues, new development of
significant size and scope within specific plan areas will require substantial
additional entitlement fees to be paid prior to approval for new development.
The fees are usually based on the anticipated new traffic generated by a
proposed project, and the costs are assessed based on square footage and use.
The "prime" westside markets, including Westwood, Century City, Brentwood, and
Santa Monica have substantial fees for new development, as does the Miracle
Mile District, and the Ventura Boulevard corridor of the San Fernando Valley
(including Encino and Woodland Hills).

     The most significant political constraint on new competitive office
supply in the City of Los Angeles markets has been Proposition U, which was
passed in 1986 and down-zoned all Height District I properties in the City of
Los Angeles. Known also as Ordinance No. 161684, Proposition "U" amended the
zoning code for all areas of the City of Los Angeles to include height
district designations ranging from 1 to 4, with much of the city downzoned to
height district No. 1. Properties within this designation are limited to a
maximum of 3 stories or 45 feet in height. The "wave" in new high-rise
construction during the latter portion of the last decade (the 1980's) was in
part accelerated by developers and lenders who hurried high-rise office
developments through the planning and development stages before the sites were
downzoned. Properties in the downtown Los Angeles market area are not within
this height classification, but most other areas of the City have been
impacted, including West Los Angeles and the Ventura Boulevard corridor of the
San Fernando Valley. The portions of the City most directly effected by
Proposition U and the specific plans summarized on the chart are generally the
most affluent, prestigious residential areas, and office buildings in these
locations have typically commanded some


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                                         Los Angeles Office Market Analysis
================================================================================

of the highest rental rates in the County. These areas also experienced some
of the greatest levels of new development during the previous decade (1980's).
The concerns of the surrounding residential communities over the increasing
traffic and the decline in the overall quality of life has led to the
formation of a number of politically influential homeowners groups that can be
described as actively anti-development. Although there are some political and
governmental controls on future development in the downtown market area, the
number of projects currently entitled for development or "in the pipeline" for
approval is substantial, and the surrounding residential base is not as
organized, active, or apparently as influential as the more affluent
communities situated in the west and north Los Angeles County markets.

Probable Future Development Activity

     As discussed above the economic and political constraints on new office
development have resulted in virtually no new office construction in Los
Angeles County markets since 1992. The "spread" between current market rental
rates and the rents required to justify new development varies from submarket
to submarket. The highest rental rates in the county are currently achieved in
the "Tri-Cities" markets and the "prime" westside Los Angeles markets. There
are two "prime" development sites in the Glendale and Burbank markets which
are proposed for near-term multi-tenant office development. Owner-user
projects such as the proposed Dreamworks animation facility in Glendale or
"redevelopment" projects such as the former Lockheed "Skunkworks" facility in
Burbank for a major entertainment industry tenant are commencing during the
second half of 1996. Build-to-suit activity for Dreamworks studios and related
businesses in the Playa Vista area of west Los Angeles may occur during
1998-1999. Rental rates for office space in selected westside markets such as
Santa Monica are "approaching" replacement cost levels, and new developments
on entitled sites such as the Arboretum and Water Garden Phase II may occur in
the foreseeable future. In terms of speculative office development potential,
however, substantial market rental "spikes" will be required before new
speculative office development can occur in most Los Angeles County markets.

Vacancy

     The landlord-direct vacancy rate for Los Angeles County office markets
was 18.4 percent, based on 30,844,871 square feet available for lease at the
end of 2nd quarter, 1996. Our review of the data on a submarket by submarket
basis indicates there are isolated submarkets that experienced considerably
lower direct vacancy levels than the countywide figure, such as Universal City
and the Burbank Media District. Most markets within Los Angeles County, with
the exception of the Tri-Cities area, have direct vacancy rates above 15
percent, and several have current direct vacancy levels in the range of 20
percent. The previous Los Angeles County Office Market Statistics chart
illustrates the vacancy breakdown by sector.

     Including sublease availabilities the overall Los Angeles County office
market vacancy level was 20.8 percent as of 2nd quarter, 1996, which compares
with 21.0 percent as of year-end, 1995 and the 21.8 percent overall vacancy
level at the end of 1994. The sublease marketplace became a more important
component of the overall office leasing


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                                            Los Angeles Office Market Analysis
================================================================================

market during the first few years of this decade, particularly within the
downtown Los Angeles market, as the national economic recession and other
factors led to business consolidation and mergers. Many types of businesses
were affected, including major law and accounting firms, aerospace firms,
high-tech firms, energy firms, telecommunications companies, financial
services firms, insurance companies, and banks and savings and loans. The
oversupply of office space during the first portion of this decade led to
additional sublease availabilities as developers assumed existing tenant
obligations for space in other buildings prior to the termination of the
tenants previous lease. Although sublease space was previously a secondary
competitive marketplace for short-term lease requirements or tenants with
questionable credit ratings, a few office markets in Los Angeles County
continue to have sublease markets that compete effectively with landlord
direct space, which in turn applies additional downward pressure on rents for
direct office space. As shown the exhibit, "Office Market Vacancy Trends", the
overall Los Angeles County market has experienced a slow, gradual improvement
in direct and sublease vacancy levels during the period from fourth quarter,
1991 through second quarter, 1996.

Near-Term Vacancy Trends

     The Los Angeles Central office sector, which includes the downtown and
Mid-Wilshire areas, experienced negative net absorption of 711,752 square feet
during 1995. The total Los Angeles County net absorption during 1995 was
positive 272,154 square feet including the impact of the negative absorption
in the Central Los Angeles sector. Excluding Los Angeles Central, the
remainder of the county (the West, South, and North markets) experienced
positive absorption of 983,906 square feet for an inventory of 116,707,590
square feet.

     The chart shows the potential for a continued, gradual decrease in
vacancy levels for the three markets of the county (excluding the Central
sector). As vacancy levels decline overall and within the most desirable
submarkets, rental rates for office space in these markets should logically
increase.

     The Los Angeles Central Sector, which includes downtown Los Angeles and
the Mid-Wilshire corridor, have experienced generally higher vacancy levels
and lower absorption during the past several years than the remainder of the
county. The historical vacancy trends exhibit includes a column which adjusts
the inventory and availabilities as of year-end 1991 through 1995 to exclude
the Los Angeles Central sector.

Gross Leasing Activity

     Cushman & Wakefield defines gross leasing activity as the sum of all
completed leasing transactions including subleasing but excluding renewals.
The accompanying graph illustrates the pattern in net absorption and gross
leasing activity for the combined Los Angeles County office marketplace on a
annual basis since 1990. Over the past six years (1990 through 1995), gross
leasing activity has been relatively stable on an annual basis, averaging
approximately 18 million square feet. The leasing activity includes assumed
leases and other factors, and does not represent net absorption, which is one
indication of new demand.


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                                         Los Angeles Office Market Analysis
================================================================================

Net Absorption

     Cushman & Wakefield calculates net absorption based on net change in
directly occupied office space. The chart on the accompanying page summarizes
the annual trends in net office absorption for Los Angeles County during the
period 1990 through 1995. A graph compares net office absorption with the
gross leasing activity summarized previously. Net absorption declined sharply
from 1990 to 1992, from positive absorption of 2.3 million square feet in 1991
to negative absorption in 1992. Following negative absorption in 1993 and 1994
county-wide net absorption increased to 272,154 square feet during 1995. The
Los Angeles Central office markets posted substantial negative net absorption
from 1992 to 1995. Excluding Los Angeles Central, the three remaining areas
(West, North and South County), experienced positive net absorption of 983,906
square feet during 1995.

     The net absorption figures discussed above are based on the net change in
direct occupied office space. This calculation does not include changes in the
sublease availabilities. The current (2nd quarter 1996) sublease
availabilities in Los Angeles County total 3,922,943 square feet, or 11.3
percent of the Los Angeles County available (for lease) office supply.
Although several submarkets have substantial sublease availabilities, the
downtown Los Angeles Central Business District represents the greatest single
component of this supply, with approximately 760,000 square feet or 19 percent
of the countywide sublease space. The El Segundo and Santa Monica markets also
have significant sublease availabilities. As noted previously, however, the
sublease supply has decreased gradually from 3.6 percent at the end of fourth
quarter, 1991 to 2.4 percent at the end of 2nd quarter, 1996.

     The chart below shows the cumulative oversupply of office space added to
the Los Angeles County office market since 1990.

     =========================================================================
                                 SF                  SF                SF
         Year            New Construction     Net Absorption       Oversupply
     -------------------------------------------------------------------------
     1990                       6,690,483          8,258,928      (1,568,455)
     -------------------------------------------------------------------------
     1991                       7,977,729          2,261,311       5,716,418
     -------------------------------------------------------------------------
     1992                       1,897,805             (5,207)      1,903,012
     -------------------------------------------------------------------------
     1993                               0           (248,158)        248,158
     -------------------------------------------------------------------------
     1994                               0           (997,235)        997,235
     -------------------------------------------------------------------------
     1995                         180,700            272,154         (91,454)
     -------------------------------------------------------------------------
     Totals                    16,746,717          9,541,793       7,204,924
     -------------------------------------------------------------------------
     1996 (2 Qtrs.)                     0            101,109        (101,109)
     =========================================================================

     Conclusions - Los Angeles County Office Market

     The commercial office real estate market in Los Angeles has experienced a
significant transformation during roughly the past 20-year period. Los Angeles
has grown from a regional (southern California) business center to a financial
center for the western


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                                 OFFICE MARKET
                             Net Absorption Trends
                              Los Angeles County


========================================================================
                     Including Los Angeles         Excluding Los Angeles
                       Central / Downtown            Central / Downtown
                       Net Absorption (SF)           Net Absorption (SF)
      Year                    YTD                           YTD
===============      ====================          =====================
      1991                  2,261,311                     882,518
- ---------------      --------------------          ---------------------
      1992                     (5,207)                    251,057
- ---------------      --------------------          ---------------------
      1993                   (248,158)                     55,268
- ---------------      --------------------          ---------------------
      1994                   (997,235)                    234,566
- ---------------      --------------------          ---------------------
      1995                    272,154                     983,906
- ---------------      --------------------          ---------------------
      1996*                   101,109                      (6,562)
===============      ====================          =====================



                           Net Absorption Bar Chart
                   Excluding Los Angeles Central / Downtown



                              [GRAPHIC OMITTED]





                            * - As of mid-year 1996



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                                         Los Angeles Office Market Analysis
================================================================================

United States and the international focus for trade and financial relations
with the Pacific Rim countries. The factors influencing this transformation
include global, national, and regional trends and events.

     The national and regional economic recession during the period from
roughly the third quarter, 1990 through 1993 exacerbated the oversupply
conditions established during the past decade. The historically strong net new
demand for office space declined significantly, with most office markets
experiencing flat or negative office space absorption during the past few
years. Financing for new speculative developments was virtually unavailable,
but new development continued to 1992 based upon previous construction lending
commitments. About 10 million square feet of new office supply was completed
during 1991 and 1992.

     Several submarkets in Los Angeles County office market provided signs of
recovery during 1993 and 1994, and have tightened during 1995 and
year-to-date, 1996, particularly the Tri-Cities and prime westside markets.
The level of office building investment activity increased substantially
during the past 24 months in Los Angeles County. Many submarkets experienced
declining direct and overall vacancy rates during 1994 and 1995. Gross leasing
activity remained stable on a countywide basis, and all markets excluding the
Los Angeles Central Sector experienced positive absorption during 1995. On a
submarket by submarket basis several individual markets appear to be steadily
improving and may experience relatively strong absorption, occupancy and value
increases in the near future.

     As shown in previous charts, the Los Angeles County office market,
particularly when the Central sector is isolated from the remainder of the
county, appears positioned for a continued, stable improvement in occupancy
levels. Modest absorption levels combined with minimal new construction has
resulted in a gradual decline in vacancy levels over the past four years.
Including all markets the direct vacancy level in the country has declined
from 19.4 percent as of year-end 1992 to 18.4 percent as of 2nd quarter, 1996.
Excluding the central Los Angeles Sector, direct vacancy has declined from
19.2 percent at year-end 1991 to 16.2 percent as of 2nd quarter, 1996. The
employment growth in several markets, particularly the entertainment industry
(including the film and recording industries), has enabled several submarkets
to outperform the county as a whole during the past several years. The
submarkets which have most directly benefited from the growth of the
entertainment industry include Burbank and Glendale in the North Los Angeles
sector, and the westside markets of Beverly Hills, the Miracle Mile, Century
City, Santa Monica, West Los Angeles, and Culver City. The office locations
adjacent to these submarkets and Class "B" buildings in these submarkets have
benefited from "overflow" demand from entertainment industry tenants, and have
also attracted tenants from other businesses who have been driven from Class A
buildings in the prime submarkets by higher rental rates.


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                                    WEST LOS ANGELES OFFICE MARKET ANALYSIS
================================================================================

     The subject property is located in the Century City district of the City
of Los Angeles, which is the largest component of the West Los Angeles office
market. The West Los Angeles market is composed of 13 distinct submarkets
within four separate sectors. These sectors function, to a degree,
independently of one another, despite their close proximity.

     The following chart shows the division of the four sectors into the 13
submarkets.

     Sector 1:
     ---------
     1 -     Park Mile
     2 -     Miracle Mile
     3 -     Hollywood
     4 -     West Hollywood

     Sector 2:
     ---------
     5 -     Beverly Hills
     6 -     Century City

     Sector 3:
     ---------
     7 -     Westwood
     8 -     Brentwood
     9 -     Santa Monica
     10 -    Pacific Palisades
     11 -    West Los Angeles

     Sector 4:
     ---------
     12 -    Marina Del Rey\Venice
     13 -    Culver City\Westchester

     These sectors are differentiated according to location and access, market
perception and tenant appeal, improvement quality, and rental rates. According
to Cushman & Wakefield's West Los Angeles Market Research Group, the combined
West Los Angeles market contained 45,826,374 square feet of office area as of
the end of third quarter, 1996. There were 7,140,501 square feet available for
direct lease in the overall West Los Angeles office market, equating to a 15.6
percent vacancy rate. Including sublease availabilities, the overall vacancy
rate is 18.5 percent. The chart below summarizes the direct and overall
vacancy trends as of year-end 1989 through 1995 and third quarter, 1996.

==============================================================================
        Year-end         Direct Vacancy         Overall Vacancy
==============================================================================
          1989                12.1%                 15.1%
- ------------------------------------------------------------------------------
          1990                15.9%                 19.6%
- ------------------------------------------------------------------------------
          1991                19.3%                 23.7%
- ------------------------------------------------------------------------------
          1992                19.7%                 22.1
- ------------------------------------------------------------------------------
          1993                19.0%                 21.4%
- ------------------------------------------------------------------------------
          1994                17.4%                 19.2%
- ------------------------------------------------------------------------------
          1995                17.6%                 19.4%
- ------------------------------------------------------------------------------
  1995 - 3rd Quarter          15.6%                 18.5%
==============================================================================

     The seven full years summarized above cover the period prior to and
following the major economic recession which commenced during approximately
the third quarter, 1990 (in


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                              [GRAPHIC OMITTED]
                           [LOS ANGELES STREET MAP]





<PAGE>


                                    West Los Angeles Office Market Analysis
================================================================================

the Los Angeles area). Direct vacancy levels increased from 12.1 percent as of
the end of 1989 to 19.7 percent as of year-end 1992. Direct vacancy rates were
relatively flat at or near their peak levels from 1991 through 1993, ranging
from 19.0 percent to 19.7 percent prior to declining to the most recent 15.6
percent level as of third quarter, 1996. The absence of new development and
the modest positive absorption levels during the past few years have resulted
in a 4.1 percent decline in the vacancy rate in the combined westside markets
since year-end 1992.

     The subject property is located in the Century City submarket. Office
buildings in the subject's market compete most directly with buildings in
Century City and to a lesser degree with buildings in other westside Los
Angeles office markets. The primary and secondary competitive office markets
are discussed on the following pages. Refer to the map for submarket location.

Primary Competitive Supply - Century City

     Century City is a master planned commercial, retail and residential
community located in the prime Westside area of Los Angeles. Century City is
bordered to the north by the prestigious Los Angeles Country Club, to the
south by the Hillcrest Country Club and Rancho Park Golf Course, to the east
by Beverly Hills and to the west by the communities of West Los Angeles,
Westwood, and Brentwood.

     Century City Office Supply and Trends

     The Century City market is the largest office market in the westside Los
Angeles sector, with a total rentable area of 8,852,055 square feet in 26
buildings, or 19 percent of the total west Los Angeles market area. The
Century City direct and overall vacancy rates as of the end of third quarter,
1996 were 1 1.0% and 12.8%, respectively. These third quarter vacancy rates v/
represent significant improvement over year-end 1995 figures, and are the
lowest vacancy levels in the Century City market since 1989. The following
chart summarizes the vacancy trends and weighted average rental rates (for
available direct space) in the Century City market during the past 7.75 years.

                         Century City - Vacancy Trends

                Vacancy        Vacancy                Weighted Average
Year End        Direct         Overall                PSF Annual Rent*
- --------        ------         -------                ----------------
1989             9.1%          12.5%                  $30.84
1990            14.4%          19.3%                  $34.20
1991            14.0%          17.2%                  $32.88
1992            16.9%          19.7%                  $30.60
1993            16.8%          18.7%                  $25.56
1994            16.4%          17.8%                  $22.56
1995            14.0%          16.1%                  $23.28
3rd Qtr 1996    11.0%          12.8%                  $23.40

   *Based on asking rental rate for available direct space


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                                    West Los Angeles Office Market Analysis
================================================================================

West Los Angeles Office Market Analysis

     The direct vacancy level has decreased by a full three percentage points
during the first three quarters of 1996, while the overall vacancy rate, which
includes sublease availabilities, has declined by 3.3 percentage points, The
changes in weighted average rental rates for direct availabilities is not as
meaningful for trend analysis since the figures are based on quoted rents for
space offered for lease. The decline in rental rates from 1990 to 1993
reflects changing market conditions, for example, but the higher rates from
1990 through 1992 consider the completion of the 775,000 square-foot "trophy"
quality new building 1999 Avenue of the Stars, which achieved the highest
rental rates in Los Angeles County. This building and Fox Plaza, the second
"trophy" office property in Century City, have had little or no available
space for several years, and the lower rental rates shown for available
Century City space reflects to a degree the quality of space available for
lease.

     Building Categories

     The Century City office market contains a considerable range in building
quality and market perception. The market can be divided into three basic
"tiers", or classes of building: 1) Top Tier Class "A" properties; 2) Second
Tier Class "B" properties; and 3) Third Tier Class "B" properties. The
exhibits on the accompanying pages summarize the primary components of the
Century City office market, presented by asset category. A consolidated
exhibit summarizes the characteristics of the office supply by category. The
most competitive properties are discussed in detail in the income Approach.

     The "Top Tier" of the Century City market consists of five buildings
totaling 4.35 million square feet. The two premiere properties in the Century
City market, and in all of Los Angeles County are included in this category:
SunAmerica Center and Fox Plaza. These two buildings achieve generally the
highest rents of any office properties in the county, are currently 99 percent
leased on a direct basis, and have historically been at or near full
occupancy.

     The subject development is included in this category of asset, although
it is positioned below SunAmerica Center and Fox Plaza in terms of market
perception and achievable rental rates. Item C-3 on the survey, Century City
North, is considered one of the premiere buildings in this market despite its
age (1971 built) and the fact the building requires capital work for fire
sprinklers and asbestos abatement. These factors are offset by the excellent,
unobstructed north-facing views from the building. This property transferred
ownership during November, 1996 (refer to Sales Comparison Approach).

     As shown on the Summary exhibit, the five buildings ranked in the upper
tier of the Century City market have a combined direct vacancy rate of only
4.5 percent, and an overall vacancy level (including sublease space) of 5.8
percent (as of November, 1996). The following chart summarizes the vacancy and
asking rental rates for the three asset categories.

                           Direct         Overall       Annual Rent PSF
     Asset Category        Vacancy        Vacancy       Weighted Avg. Rent
     --------------        -------        -------       ------------------
     Top Tier               4.5%           5.8%         $22.59-$28.13


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<PAGE>
<TABLE>
<CAPTION>
                                                            Century City
                                     Rental and Occupancy Survey of Competitive Office Buildings
====================================================================================================================================
                                    Building Information                                                Overall        Quoted       
Item  Building Name/            No. of     Area    Avg.Flr.   Year       Availability Space (SF)     Availability    Annual Rent    
No.   Location                  Stories    (SF)    Area (SF)  Built    Floor(s)    Direct  Sublease      (SF)        PSF      PSF   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                         <C>     <C>        <C>       <C>       <C>      <C>       <C>         <C>        <C>     
C-11  Century Park Building       15      310,000    20,667    1970      Ground     6,720         0                $22.20 - $22.20  
      1880 Century Park East                                               2-15   147,702         0       Total    $22.20 - $22.20  
                                                                           ----   -------         -
                                                                                  154,422         0     154,422
- ------------------------------------------------------------------------------------------------------------------------------------
C-12  The 1888 Building           21      487,177    23,199    1970          17     3,618         0                $21.00 - $21.00  
      1888 Century Park East                                               2-21   110,568         0       Total    $19.20 - $25.20  
                                                                           ----   -------         -     
                                                                                  114,186         0     114,186                     
- ------------------------------------------------------------------------------------------------------------------------------------
C-13  Gateway East                14      308,000    22,000    1964      Ground     1,308         0                $20.40 - $24.00  
      1800 Avenue of the Stars                                             4-14    13,427         0       Total    $20.40 - $24.00  
                                                                           ----    ------         -      
                                                                                   14,735         0      14,735 
- ------------------------------------------------------------------------------------------------------------------------------------
C-14  Gateway West                14      242,900    17,350    1963      Ground     1,346         0                $21.60 - $26.40  
      1801 Avenue of the Stars                                             2-14    68,374         0       Total    $21.60 - $26.40  
                                                                           ----    ------         -      
                                                                                   69,720         0      69,720                     
- ------------------------------------------------------------------------------------------------------------------------------------
C-15  1900 Avenue of the Stars    28      551,819    19,708    1969      Ground         0    21,427                $20.40 - $20.40  
      1900 Avenue of the Stars                                             2-27    86,196         0       Total    $22.20 - $28.20  
                                                                           ----    ------         -     
                                                                                   86,196    21,427     107,623
- ------------------------------------------------------------------------------------------------------------------------------------
C-16  1901 Avenue of the Stars    20      450,699    22,535    1968      5 & 19         0    11,256                $19.80 - $24.00  
      1901 Avenue of the Stars                                             2-17    90,703         0       Total    $22.20 - $26.40  
                                                                           ----    ------         -     
                                                                                   90,703    11,256     101,959
- ------------------------------------------------------------------------------------------------------------------------------------
          Second Tier Totals     218    4,040,873    18,536            Occupied   674,652   107,490  Vacant        $21.10 - $24.99  
                                                                               --------------------
                                                                                    782,142                  Wtd. Avg. Rental Rate  
                                                                                    Total SF                                        
====================================================================================================================================

<CAPTION>
=================================================================================================================
                                            Occupancy     Parking          Monthly                        1996   
Item  Building Name/               Lease      Ratio        Ratio/          Parking          Rentable     Taxes/  
No.   Location                      Type     (Incl.SL)     1,000 SF          Rates           Factor      Exp PSF 
- -----------------------------------------------------------------------------------------------------------------
<S>   <C>                           <C>       <C>           <C>              <C>              <C>        <C>    
C-11  Century Park Building         FSG       50.2%         3.00              $99             1.13        $8.70  
      1880 Century Park East        FSG                                      $165                                

- -----------------------------------------------------------------------------------------------------------------
C-12  The 1888 Building             FSG       76.6%         2.00             $121             1.20        $9.00  
      1888 Century Park East        FSG                                      $143                                
                                                                             $258

- -----------------------------------------------------------------------------------------------------------------
C-13  Gateway East                  FSG       95.2%         2.00             $100             1.14        $8.50  
      1800 Avenue of the Stars      FSG                                      $185                                

- -----------------------------------------------------------------------------------------------------------------
C-14  Gateway West                  FSG       71.3%         2.00              $85             1.14        $7.50  
      1801 Avenue of the Stars      FSG                                      $117                                
                                                                             $155   

- -----------------------------------------------------------------------------------------------------------------
C-15  1900 Avenue of the Stars      FSG       80.5%         3.00             $100             1.14       $10.50  
      1900 Avenue of the Stars      FSG                                      $250                                

- -----------------------------------------------------------------------------------------------------------------
C-16  1901 Avenue of the Stars      FSG       77.4%         3.00             $100             1.14       $10.50  
      1901 Avenue of the Stars      FSG                                      $250                                

- -----------------------------------------------------------------------------------------------------------------
          Second Tier Totals                Averages        2.64             $106             1.14        $9.50  
                                             80.6%                           $179                                
                                                                             $239                                
=================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
Third Tier - Class "B" Buildings                                                                                       November 1996
====================================================================================================================================
                                    Building Information                                                Overall        Quoted       
Item  Building Name/            No. of     Area    Avg.Flr.   Year       Availability Space (SF)     Availability    Annual Rent    
No.   Location                  Stories    (SF)    Area (SF)  Built    Floor(s)    Direct  Sublease      (SF)        PSF      PSF   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                         <C>     <C>        <C>       <C>    <C>         <C>       <C>         <C>        <C>     
C-17  ABC Entertainment            5      180,000    36,000    1975         Conc  18,258    0                      $19.20 - $19.20  
      Center                                                                   3   2,400    0            Total     $19.20 - $19.20  
      2020 Avenue of the Stars                                                 -  ------    -
                                                                                  20,658    0           20,258
- ------------------------------------------------------------------------------------------------------------------------------------
C-18  ABC Entertainment Center     5      180,000    36,000    1975   Plaza-Conc  14,250    0                      $19.20 - $19.20  
      2040 Avenue of the Stars                                                 4  37,236    0            Total     $19.20 - $19.20  
                                                                               -  ------    -
                                                                                  51,486    0           51,486
- ------------------------------------------------------------------------------------------------------------------------------------
C-19  1930 Century Park West       4       56,265    14,066    1972       Ground       0    0                       ---   -  ---    
      1930 Century Park West                                                   0       0    0            Total      ---   -  ---    
                                                                               -       -    -
                                                                                       0    0                0
- ------------------------------------------------------------------------------------------------------------------------------------
C-20  Fox Sports Building          5      115,000    23,000    1970       Ground       0    0                       ---   -  ---    
      10000 Santa Monica Blvd.                                                 0       0    0            Total      ---   -  ---    
                                                                               -       -    -               
                                                                                       0    0                0
- ------------------------------------------------------------------------------------------------------------------------------------
          Third Tier Totals      19        31,265    27,961             Occupied  72,144    0  Vacant              $19.20 - $19.20  
                                                                                -------------
                                                                                    72,144                     Wtd. Avg. Rental Rate
                                                                                    Total SF                                        
====================================================================================================================================

<CAPTION>
=================================================================================================================
                                            Occupancy     Parking          Monthly                        1996   
Item  Building Name/               Lease      Ratio        Ratio/          Parking          Rentable     Taxes/  
No.   Location                      Type     (Incl.SL)     1,000 SF          Rates           Factor      Exp PSF 
- -----------------------------------------------------------------------------------------------------------------
<S>   <C>                           <C>       <C>           <C>              <C>              <C>        <C>    
C-17  ABC Entertainment Center      FSG        86.5%        3.00             $121             1.14       $13.74   
      2020 Avenue of the Stars      FSG                                      $225                                 
- -----------------------------------------------------------------------------------------------------------------

C-18  ABC Entertainment Center      FSG        71.4%        3.00             $121             1.14       $13.74   
      2040 Avenue of the Stars      FSG                                      $225                                 

- -----------------------------------------------------------------------------------------------------------------
C-19  1930 Century Park West        ---       100.0%        3.00             $100             1.13        $9.00               
      1930 Century Park West        ---                                      $150                                            
                                                                                                                 
- -----------------------------------------------------------------------------------------------------------------
C-20  Fox Sports Building           ---       100.0%        3.00             $110             1.16        $9.00               
      10000 Santa Monica Blvd.      ---                                      $125                                            
                                                                             $150                                
- -----------------------------------------------------------------------------------------------------------------
          Third Tier Totals                  Average        3.00             $113             1.14       $11.37     
                                              86.4%                          $181                                   
                                                                             $150                                            
=================================================================================================================
</TABLE>


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                                    West Los Angeles Office Market Analysis
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     Second Tier           16.7%          19.4%         $21.10-$24.99
     Third Tier            13.6%          13.6%         $19.20

     The chart shows that the five premiere buildings in the Century City
market achieve higher rental rates and occupancy levels than the remainder of
the market. Four of the buildings have occupancy levels from about 95 percent
to 99 percent. Century City North, with a direct occupancy level of 86
percent, was marketed for sale during much of 1996 prior to closing escrow
during fourth quarter (refer to Sales Comparison Approach), and the prior
ownership, who lost the building through foreclosure, did not have funds for
tenant improvements. The weighted average rental rate range for this category
also does not include asking rents for the two best assets (San America and
Fox Plaza) since these tow building have virtually no space available for
lease.

Historical Construction Activity and Absorption - Century City

     The chart on an accompanying page summarizes the historical construction
activity for major office buildings in Century City since 1963. The majority
of the current office supply was developed during the period from 1970 to
1984, with only two projects completed during the past decade (Fox Plaza and
SunAmerica Tower). No new office development has occurred in this market since
the completion of SunAmerica Tower in 1990. The specific plan and zoning
issues discussed previously will limit future new speculative office
development in the Century City market to (at most) the proposed high-rise
791,000 square-foot "Century City Project" development.

     An exhibit on the accompanying page summarizes the historical net
absorption activity in the Century City market during the 10.75-year period
from 1986 through third quarter, 1996. Despite the downturn in the southern
California economy during the first portion of this decade, the Century City
office market has experienced only two years of negative absorption during
this timeframe. The substantial positive absorption during 1990 is
attributable almost exclusively to the leasing of the new 1999 Avenue of the
Stars (SunAmerica Tower), which captured a significant percentage of the
market. The most recent periods included in the analysis (1995 and three
quarters of 1996) suggest a strong recovery in tenant demand is occurring in
the Century City market. Continued demand for space considered with the
tightening of the top tier, which has a direct vacancy rate of 4.5 percent,
should benefit the second tier buildings in the market.

     Tenant Profile- Century City

     Century City is generally considered the "Hub", or center of the westside
market. The tenant base has historically consisted of entertainment industry
tenants and small to medium sized financial, legal, and professional firms,
particularly those related to the entertainment industry. Legal services (law
firms) provide the most significant demand for office space, with reportedly
more than 80 different law firms of at least 5,000 square feet leasing space
in Century City buildings. Although several large national firms which have
offices in downtown Los Angeles also lease space in Century City, there are
also a number of smaller, local firms in this market.


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                                 CENTURY CITY
                     Office Building Construction History


- ------------------------------------------------------------------------------
                                  No. of           Total         Occupied
Year                             Buildings       Area (SF)       Area (SF)
- ------------------------------------------------------------------------------
1963-1969                               5       1,603,418        1,302,825
1970-1979                              12       4,398,778        3,545,067
1981-1989                               7       2,040,087        1,800,611
1990-1995                               2         809,772          777,924
- ------------------------------------------------------------------------------
Total                                  26       8,852,055        7,426,42
- ------------------------------------------------------------------------------

Average per period:
1963 - 1979                           5.8       1,878,342        1,524,392
1980 - 1995                           7.1       2,094,072        1,852,473
- ------------------------------------------------------------------------------
Proposed                                1         875,000                0



                          Construction Activity Chart




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     The entertainment industry maintains a substantial presence in the
westside markets, and there are a number of smaller "boutique" law firms
specializing in a particular area of law, such as entertainment law.
Significant law firms in the Century City market include O'Melveney & Meyers,
Gibson Dunn & Crutcher, Greenberg & Glusker, Proskauer, Rose, et al, Jeffer,
Mangels Butler, Cox, Castle & Nicholson, Kaye Scholer, Troy & Gould, Armstrong
& Hirsch, Sidley & Austin, and Christensen, White, et al.

     Entertainment industry tenants in the Century City market include Fox,
Turner, Orion, HBO, and Imagine. Fox is the anchor tenant in Fox Plaza, and is
also developing additional facilities on its studio property in the Century
City South Plan area. Through the acquisition of Prime Ticket, Fox has also
become the major tenant in 10000 Santa Monica Boulevard in Century City
(formerly the Prime Ticket Building). Although the merger with Time Warner is
expected to have a negative impact on the space requirements for Turner, a
major tenant in 1888 Century Park East, Orion Pictures recently agreed to
renew and expand its premises in this building for seven years.

     Other important components of the tenant base in Century City include
financial services (such as SunAmerica, the anchor tenant in 1999 Avenue of
the Stars, and Bear Stearns), accounting and real estate firms, and corporate
firms such as Princess Cruises, the major tenant in 10100 Santa Monica
Boulevard and Herbalife, the anchor tenant in Northrop Plaza 1, or Northrop
Corporation in Northrop Plaza II. Although the banking industry has a number
of retail locations in Century City, there is not a current significant
concentration of office requirements from banking tenants in this market.

     The average annual net absorption for Century City offer the last 10
years is (122,549) square feet. This average figure includes negative net
absorption during 1989 and 1992. The historical net absorption for the Century
City market is summarized on an accompanying page. The able indicates that
other than the success of 1999 Avenue of the Stars (1990 absorption data), the
overall Century City market experienced negative or minimal net absorption
from 1989 through 1994. This trend has improved measurably during the last
seven quarters, however with positive net absorption of 173,451 square feet
during 1995, and year-to-date 1996 absorption (third quarter) of 262,227
square feet.

     Secondary competitive Supply - Westwood/West Los Angeles Sector

     The Westwood/West Los Angeles office sector includes the following
submarkets: Westwood, Brentwood, Santa Monica, West Los Angeles, and Pacific
Palisades. Quoted annual per-square-foot rents for available direct space
within this sector have an overall weighted average of $24.48. Of the total
17,304,476 square feet of existing office space in the Westwood/West Los
Angeles office market sector, 2,632,460 square feet of space was available for
lease as of the end of third quarter, 1996, or a 15.2 percent direct vacancy
rate. The overall vacancy rate including sublease space was 18.8 percent.

     The breakdown of the current overall vacancy rates for the competitive
submarkets (all classes of office buildings) in this sector is summarized
below.


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                                    West Los Angeles Office Market Analysis
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                                 Vacancy Rates
                            Competitive Submarkets
                              Third Quarter 1996

                                           Direct           Overall
                                           ------           -------
          Westwood:                        10.8%            13.6%
          Brentwood:                       12.1%            14.4%
          Santa Monica:                    15.2%            21.3%
          Pacific Palisades:               22.4%            32.4%
          West Los Angeles:                22.4%            23.9%
          ----------------                 -----            -----
          Total Market:                    15.2%            18.8%

     The combined direct and overall vacancy levels of 15.2 percent and 18.8
percent for these competitive westside markets compare with the following
historical vacancy levels for these markets during the past five years
(year-end figures).

                       Westwood/West Los Angeles Sector

          Year End            Direct Vacancy   Overall Vacancy
          --------            --------------   ---------------
          1991                19.9%            24.4%
          1992                19.1%            21.0%
          1993                17.0%            19.3%
          1994                16.0%            18.0%
          1995                16.9%            19.6%

          1996
          (3rd Qtr)           15.2%            18.8%

     The markets in the Westwood/West Los Angeles sector have experienced
lower vacancy levels since 1991 in comparison with the larger westside office
market statistics summarized previously. The Santa Monica submarket
experienced some of the lowest vacancy levels of any Los Angeles County
submarket during the period 1992 through 1994. The higher vacancy levels
during 1991 in Santa Monica are attributable to the completion of Phase I of
Santa Monica Water Garden, and the sharp decline in vacancy during 1992
reflects the rapid lease-up of this major new project.

     The vacancy rates for Westwood and Brentwood have declined steadily
during the past two years, but the Santa Monica vacancy level increased during
1995 and year-to-date, 1996. The third quarter, 1996 direct vacancy rate of
15.2 percent for Santa Monica compares with the year-end 1994 figure of 10.4
percent. This increase is somewhat misleading, however, as the data includes
the addition of the former NME headquarters building (2700 Colorado Avenue) to
the supply. This approximately 300,000 square-foot building was previously
excluded from the inventory as it was fully occupied by the ownership
(National Medical Enterprises, now Tenet Healthcare). The additional 300,000
square feet of vacant space to the


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existing inventory represents approximately a 5.3 percent increase in direct
vacancy to the prior years figures (using the prior year inventory base).

     This building was purchased (vacant) in August, 1996, and the buyer (an
entity related to M. David Paul) leased approximately 100,000 square feet in
the property to Viacom prior to the close of escrow for a 10-year term. This
lease represents positive absorption to the Santa Monica market (the tenant
will relocate from Universal City). Large blocks of space which have recently
been marketed for lease in two other properties currently have a significant
impact on the direct vacancy levels, and a third property has substantially
impacted the sublease availabilities in Santa Monica. These availabilities are
briefly discussed below.

     First Federal Square, located at 401 Wilshire Boulevard in the downtown
Santa Monica submarket, contains about 220,000 rentable square feet, and was
acquired by Douglas Emmet Realty Advisors in June, 1996. Although fully leased
at sale, the major tenant in the building is J. Paul Getty Trust, with 142,234
total square feet under lease. The tenant will be relocating all its employees
to the new museum and related space in the Brentwood area, and exercised an
early termination option for the 401 Wilshire Boulevard space shortly after
the close of sale. This space is now offered for lease (although the tenant
will not vacate until 1997, and this single availability adds 2.4 percent to
the Santa Monica direct vacancy rate.

     Santa Monica Business Park is a Class "B", approximate one million square
foot office development located in the southerly portion of Santa Monica.
Although currently substantially leased, the major tenant's (Citibank) lease
expires in the first quarter, 1997, and the 150,000_+ square-foot premises is
offered for lease. This single availability also adds about 2.5 percent to the
Santa Monica vacancy rate.

     Santa Monica Water Garden is a Class A office development containing
about 650,000 square feet of rentable area. The project is located about two
miles northeasterly of the downtown Santa Monica submarket. Although nearly
100 percent leased on a direct basis, two major tenants (Candle Corporation
with 150,000 square feet and Rand Corporation with 50,000 square feet) are
offering their premises for sublease. These 200,000 square feet of sublease
availabilities represent 3.3 percent of the total Santa Monica office supply.

     The availabilities in the three projects discussed above and the addition
of the vacant, former NME headquarters property during the past six to 12
months has resulted in a substantial increase in both direct and overall
vacancy rates in the Santa Monica office market. The 600,000 (approximately)
square feet of new direct availabilities (including a new building to the
inventory) and an additional 200,000 square feet of new sublease space results
in about 800,000 square feet of new additional space in a six million square
foot submarket. The total impact on vacancy rates is in excess of 13 percent.

Santa Monica Market

     The primary professional office locations for Class A buildings in Santa
Monica are the downtown submarket and the special office district. The
Wilshire Boulevard corridor extends through a portion of the downtown market,
and there is additional office supply along this


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                                    West Los Angeles Office Market Analysis
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corridor to the north and east of the downtown submarket. The Airport
submarket is located at the southeasterly extent of Santa Monica, about four
miles easterly of the downtown market, adjacent to the Santa Monica Airport.
Office supply in this market consists of Class "B" low-rise buildings. A
single development of a number of low-rise buildings ("Santa Monica Business
Park") represents most of the supply in this submarket. The downtown Santa
Monica office district is located generally south of Wilshire Boulevard and
north of Pico Boulevard, between Ocean Avenue on the west and Lincoln
Boulevard on the east. This area includes several larger Class A buildings as
well as a number of "boutique" buildings that have attracted entertainment,
advertising, and law firm tenants. This submarket benefits from the excellent
retail and restaurant amenities in downtown Santa Monica. The special office
district has developed from a primarily industrial neighborhood to a submarket
that is dominated by major low- to mid-rise office developments including -the
multi-phased 1 million square foot MGM Plaza (Formerly Colorado Place) and the
665,000 square foot Phase I of Water Garden. This district is located about
one mile northeasterly of the downtown submarket and the Pacific Ocean, in an
area generally northwest of the Santa Monica Freeway (1-10), and north of
Olympic Boulevard between 14th and 26th Streets. The Class A buildings in this
submarket have successfully attracted a number of larger entertainment, law
firm, and corporate tenants such as Aurora (formerly Executive Life), Candle
Corporation (150,000 square feet in Water Garden), Microsoft (50,000 square
feet in Water Garden) and Haight Brown and Bonesteel (100,000 square feet in
Water Garden). The floorplates are generally larger in this submarket, and the
buildings are competitive primarily for the larger tenants in the market
(typically in excess of 5,000 square feet). Entertainment industry tenants in
particular have recently located in the Santa Monica market, including MGM
(250,000 square feet in MGM Plaza), Sony Music (100,000 square feet in the
Arboretum), Viacom (100,000 square feet at 3700 Colorado Avenue), Savoy
Pictures (50,000 square feet in Water Garden), and Rysher Entertainment
(60,000 square feet in MGM Plaza). The expansion of the movie industry and the
tightening of the office markets in entertainment-dominated locations such as
the Burbank Media District has created substantial "overflow" demand for
office space in desirable demographic locations. The primary beneficiaries of
this demand have been the office markets of Burbank and Glendale in the north
Los Angeles market area, and several of the competitive westside markets,
including Santa Monica, West Los Angeles, Culver City, Westwood, Century City,
Beverly Hills, and the Miracle Mile.

Westwood Market

     The Westwood office market has historically been perceived as a
prestigious submarket within the overall Westwood\West Los Angeles office
market sector. As of 3rd quarter, 1996, Westwood contained a total office
supply of 4,084,735 square feet and was experiencing direct and overall
vacancy levels of 10.8 percent and 13.6 percent. These figures represent
continued improvement in comparison with recent years, and compare with a
year-end 1993 overall vacancy rate of approximately 26 percent, and a year-end
1994 overall vacancy rate of 23.0 percent. The weighted average asking rental
rate for direct availabilities was $28.56 per-square foot, or the highest
figure for any Los Angeles West submarket.

     Recent new tenants in the Westwood submarket include Saban Entertainment,
who relocated to 110,000 square feet in 10880 Wilshire Boulevard (renamed
"Saban Plaza" from


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                                      West Los Angeles Office Market Analysis
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the Burbank Media District in 1995. Other significant tenants in the Westwood
market area include Showtime, Americast, Polygram Records, the Jefferies Group,
The Capital Group, Kaufman Broad, and Oppenheimer, as well as a number of law
firms and tenancies related the University of California at Los Angeles (UCLA),
which is located in the Westwood submarket. UCLA purchased a major high rise
building in this market during 1993 for its own use.

     Brentwood Market

     The Brentwood market is a relatively new office market located directly
west of Westwood and east of Santa Monica. The majority of the 3,254,337
square-foot office inventory has been completed since 1980. Most of the
development is situated along the Wilshire and San Vicente Boulevard corridors.
There were 393,567 square feet available for direct lease in this office market
as of third quarter, 1996, indicating a 12.1 percent overall vacancy level. The
overall vacancy rate was 14.4 percent.

     Class A buildings in the Brentwood submarket has attracted a number of
advertising tenants, including Needham Harper, Ketchem, and Tracey Locke, and
foreign consulate offices including the Swiss, British, German, Irish, and
Austrian consulates. United Paramount Network (UPN) also located in the
Brentwood market during 1995.

     West Los Angeles Market

     The West Los Angeles office submarket (distinguished from the overall Los
Angeles West office market sector) consists primarily of the Olympic Boulevard
corridor, which extends westward from the San Diego Freeway to Santa Monica. The
direct and overall vacancy level in this submarket as of 3rd quarter, 1996 were
22.4 and 23.9 percent. The increase in vacancy during the past year is partially
attributable to the loss of a major tenant in this submarket (Executive Life,
now known as Aurora, which relocated to Santa Monica), who previously occupied
roughly 300,000 square feet in two Olympic corridor office buildings. In
addition, a 150,000 square-foot building along this corridor was vacated for a
significant period due to earthquake damage, but is still included in the data
base for vacancy calculations.

     Also included in this submarket by Cushman & Wakefield's Market Research
Services are office buildings located along the north/south corridors of Bundy
Drive and Sawtelle Boulevard, which are situated west of the San Diego Freeway,
south of the Brentwood submarket. Sawtelle Boulevard parallels the San Diego
Freeway, and is situated between the Olympic Boulevard corridor of West Los
Angeles and the Wilshire Boulevard corridor of the Brentwood submarket. The West
Los Angeles office submarket also includes a number of buildings located east of
the San Diego Freeway, westerly and south of the Century City and Beverly Hills
submarkets.

     The office supply along the Olympic corridor consists of a range of Class A
and Class B office product, while the Sawtelle and Bundy corridors contain
primarily Class B supply. Several of the Olympic Boulevard Class A buildings
were developed during the 1980's with commitments from "equity" tenants, who
signed long term leases in exchange for future participation in building value
increases. The tenant base in this market includes law firms (including several
larger equity tenants) and computer software firms such as Novell,


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                                    West Los Angeles Office Market Analysis
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entertainment-related firms, and financial, real estate, and professional
tenants. Fox acquired a 175,000 square-foot building located on Bundy Drive in
West Los Angeles (formerly occupied by Candle Corporation) during 1994 in order
to relocate their television studios from Hollywood.

     Several buildings in this submarket have experienced volatile changes in
occupancy and re-classification in the past two years, which has had a
corresponding impact on the vacancy and absorption figures. Some of the more
pertinent activity is discussed below.

     Executive Life Insurance was a joint venture development partner and anchor
tenant in two major Class A office buildings along the Olympic Boulevard
corridor. Executive Life was seized by regulators during 1994, and subsequently
vacated its premises in the two buildings. This activity resulted in net
negative absorption for these buildings of approximately 175,000 square feet.
The building is currently undergoing extensive renovation, and is expected to be
ready for occupancy in fourth quarter, 1996.

     Olympic Center, which is situated on Olympic Boulevard immediately east of
the San Diego Freeway, was damaged in the Northridge earthquake of January, 1994
and was vacated for repairs during 1995. The 150,000 square-foot building
experienced an occupancy decline due to tenant loss during the repair period
from about 80 percent to 13 percent, or a net negative absorption of nearly
100,000 square feet.

     The activity discussed above resulted in a negative absorption of roughly
275,000 square feet for these three buildings. The impact on the West Los
Angeles submarket 2nd quarter, 1996 statistics from this activity was
substantial. These three major buildings represent about 16 percent of the total
supply in the West Los Angeles submarket, and the 1995 tenant loss due to a
major bankruptcy and earthquake damage resulted in negative absorption of
approximately 275,000 square feet, or about 7.2 percent of the total market
supply.

     Demand/Absorption-Westwood/West Los Angeles

     The charts on the accompanying pages summarize the office building
construction history for the competitive submarkets in this office sector. The
exhibits illustrate the dramatic increase in new office development that has
occurred in these submarkets since 1980. Prior to 1980 only 33 buildings with a
combined rentable area approximately 4.2 million square feet were completed in
these markets. These figures compare with about 100 buildings totaling
approximately 13 million square feet that have been completed since 1980. This
dramatic increase in new office construction coincided with a period of similar
new office construction in secondary competitive submarkets throughout the Los
Angeles area. This office sector and several other markets emerged as separate,
identifiable office submarkets during the past decade.

     The chart on the accompanying page summarizes the net office space
absorption for the Westwood/West Los Angeles submarket since 1984. While
absorption levels slowed considerably during the first portion of the current
decade, the cessation in new construction

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                                  BEVERLY HILLS
                      Office Building Construction History

================================================================================
Year                          Buildings        Area (SF)             Area (SF)
================================================================================
1900                                1            182,000               147.000
1920                                1             40,000                40,000
1950-1958                           7            265,078               218,163
1960-1969                          18          1,341,759               971,277
1971-1978                          14          2,024,498             1,644,262
1980-1989                          18          1,307,025               998,852
1990-1995                           4            339,325               305,122
================================================================================
Total                              63          5,499,685             4,324,676
================================================================================

Average per period:
1980 - 1989                       2.0            145,225               110,984
1990 - 1995                       0.8             67,865                61,024
- --------------------------------------------------------------------------------
Proposed                            4            118,810                    10



                           Construction Activity Chart



                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]


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                                    West Los Angeles Office Market Analysis
================================================================================

has resulted in a gradual improvement in the supply and demand balance during
this period, particularly during 1995 and year-to date 1996.

Secondary Competitive Supply - Beverly Hills

     The existing Beverly Hills office inventory is situated in four primary
submarkets, delineated according to location.

     o    The Golden Triangle-buildings located in the area bordered by
          Wilshire Boulevard, Canon Drive and Santa Monica Boulevard, especially
          in the "Wilshire Corridor" between 9301 and 9777 Wilshire Boulevard.
          This is considered the most prestigious location in Beverly Hills.

     o    The East Wilshire area-buildings located between 8380 and 8920
          Wilshire Boulevard.

     o    The Central Wilshire area-buildings located between 8920 and 9301
          Wilshire Boulevard.

     o    The Beverly Hills-Peripheral area-buildings not located in the Golden
          Triangle or on Wilshire Boulevard, primarily in the northeast portion
          of the Beverly Hills commercial market.

     The Beverly Hills office market contains 5,511,137 square feet, and has an
overall vacancy rate of 19.3 percent (as of third quarter 1996). The direct
vacancy rate (excluding sublease space) is 17.5 percent.

     These figures compare with the historical trends in the Beverly Hills
market summarized in the chart below.

                         Beverly Hills - Vacancy Trends

                          Direct          Overall        Weighted Average
           Year End       Vacancy         Vacancy        PSF Annual Rent*
           --------       -------         -------        ----------------
           1989            9.9%           12.0%                  $31.20
           1990           18.3%           19.8%                  $31.92
           1991           23.8%           25.7%                  $31.20
           1992           22.8%           23.6%                  $28.92
           1993           22.0%           23.7%                  $25.20
           1994           21.3%           23.4%                  $24.24
           1995           20.0%           21.4%                  $25.08
   3rd Qtr 1996           17.5%           19.3%                  $25.68

     *Based on asking rental rate for available direct space

     The chart shows that the Beverly Hills market, which includes the prime
"Triangle" submarket as well as the less desirable East Beverly Hills submarket,
has begun to experience


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                                    West Los Angeles Office Market Analysis
================================================================================

improving vacancy rates since year-end 1994. The most significant improvement in
this market has occurred during the first three quarters of 1996, however, with
a 2.5 percent decline in direct vacancy.

     The chart on an accompanying page summarizes the historical construction
activity for office buildings in Beverly Hills. Another accompanying chart,
summarizes the net absorption figures for the total Beverly Hills office market
for the most recent 10 year period 1986 through 1995. When compared with the
construction history exhibit, the chart indicates the recent decline in demand
for new office space in Beverly Hills during the first portion of this decade
followed a relatively significant amount of new construction. The total
oversupply of new space from 1990 through 1995 resulting from new construction
and negative absorption was 489,647 square feet. Beverly Hills experienced
positive net absorption of 143,812 square feet during 1995, and 135,229 square
feet during the first three quarters of 1996.

Proposed Development

     The accompanying exhibit summarizes the proposed office developments in the
competitive westside markets. Although there are a number of potential sites for
new office development, distressed market conditions for office use during the
first half of this decade altered the highest and best use from office
development to alternative uses for most development sites. Several entitled
office development sites along the Olympic Boulevard corridor of West Los
Angeles have been developed, or are planned for development with lower density
retail projects, including supermarkets. The Arboretum ownership in Santa
Monica, for example, is developing a new 50,000 square-foot Ralphs supermarket
on a 125,000 squarefoot portion of the larger 10+/- acre site entitled for 2.0:1
office use. The achievable rental rates for office tenants, even within the
desirable westside market area, are not currently sufficient to justify new
Class A construction in this strong Santa Monica location. The most significant
office developments in the westside market area involves the proposed "Century
City Project" development in Century City the Water Garden Phase II parcel, and
future phases of the Arboretum site. These projects are described below.

     Water Garden - Phase II is the second phase of the larger Water Garden
     development, and represents basically a "mirror" project of Phase I on the
     adjacent parcel. The project is approved for two buildings similar in terms
     of size, quality and design to the excellent quality, Class A Phase I
     buildings, and the preleasing efforts are based on a 5-story, 275,000
     square-foot "Colorado" building and a 6-story, 325,000 square-foot
     "Cloverfield" building. The owners of the site, a partnership which
     includes the original developer of Phase I, is currently obligated under
     the development agreement to construct a project similar to Phase 1. This
     group has reportedly discussed altering this plan, subject to payments to
     and approvals from the phase I ownership. The preferred new development
     would include more of a "campus" style development in lieu of the
     corporate/institutional office improvements of Phase I. An alternative
     development would most likely have lower density and lower construction
     costs. The quoted rental rates for Phase II, as currently designed, range
     from $33.00 to $36.00 per-square-foot full service gross. This rental range
     is reportedly required in order to justify new construction of this type.
     The Phase II marketing materials suggest

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                                    West Los Angeles Office Market Analysis
================================================================================

     construction is anticipated during the next year, but market sources and
     current rental rates indicate this timing is somewhat optimistic.

     Arboretum is a master-planned mixed-use development located on a 10+/-
     acres site directly westerly across Cloverfield Boulevard from Phase II of
     the Santa Monica Water Garden. Originally entitled under a specific plan
     agreement with the City of Santa Monica for a 1.05 million square-foot
     project to include office and hotel uses, the subsequent ownership (in a
     1993 purchase) received approvals for a revised development plan. The
     property is currently improved with a build-to-suit 80,000 square-foot Sony
     Music Campus headquarters building and a number of older one-story concrete
     or brick industrial or loft buildings developed from 1950 to 1960.
     Excluding the Sony building, the original development scheme has been
     changed to eliminate the hotel component, develop a 50,000 square-foot
     Alpha Beta (now merged with Ralphs) supermarket, and allow "flexible"
     future development of up to 670,000 square feet of office uses or
     alternative multi-family residential uses. The Ralph's supermarket
     construction will remove approximately three acres from the development
     site, and may have a negative impact on the future desirability of the
     office uses. The developer was reportedly nearing finalization of a
     build-to-suit agreement with Turner during late 1995, but the deal was
     canceled due to the merger with Time/Warner.

     A major entertainment-industry driven development located in Playa Vista,
     expected to commence during the next two years, has recently encountered
     well-publicized difficulties relating to partnership issues, equity
     investors, and financings. The project is to be anchored by the Dreamworks
     Studio, led by the partnership of Steven Spielberg, Jeffrey Katzenberg, and
     David Geffen. The development is planned for the approximate 1,000 acre
     Playa Vista site located about 10 miles southwest of the subject property,
     on the former site of Hughes Aircraft. The project will be a phased
     master-planned mixed use development to include residential and commercial
     uses. Rob Maguire has recently been the focus of significant from other
     partners, including Dreamworks, and the consortium of banks which hold
     debt of the property to relinquish control and equity in the project.
     Substantial capital from new investors is needed for the project to
     commence. The Dreamworks component of the development will occur on about
     100 acres of the larger site, and is expected to create a "critical mass"
     of entertainment and related high-tech uses. The development partnership
     includes the Dreamworks team and the property partnership comprised of
     Maguire Thomas Partners and Howard Hughes Corp. The Dreamworks portion of
     the project will include a new "state of the art" movie studio, including
     15 to 20 sound stages, a worldwide headquarters of 350,000 square feet, and
     an additional 725,000 square feet of studio and production facilities. The
     related tenants are to include IBM (100,000 square feet), GTE (50,000
     square feet), Digital Domain (400,000 square feet of motion picture and
     special effects uses), and Silicon Graphics (115,000 square feet). Other
     potential tenants include Media Ventures (75,000 square feet) Casey Werner
     (150,000 square feet), and Todd AO (75,000 square feet). The related
     business generated for these tenants by the Dreamworks studio and the
     technical requirements of Playa Vista project itself are expected to
     generate substantial tenant demand for this development. The

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                                    West Los Angeles Office Market Analysis
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     reported "proforma" rental rates for the build-to-suit buildings for these
     tenants is $21.00 per-square-foot annually on a NNN basis. The NNN expenses
     will also include Mello-Roos bond costs to finance the required
     infrastructure. The development is planned to occur in phase over a number
     of years, and employment is anticipated to grow to 10,000.

     Future Development-Century City North

     As discussed previously, further development in Century City North is
governed by the Century City Specific Plan. A maximum of 30,156 total trips are
allowed under Phase I and Phase II, which corresponds to approximately 2,150,000
square feet of office space, including replacement trips for underutilized
sites.

     Excluding replacement trip rights, there are currently 2,872.2 unused Phase
I trips and 10,242.4 unused Phase II trips. Of the remaining Phase I trips,
1,794.9 are allocated to the Century City Shopping Center, which also has an
additional 233.3 interior replacement trips from interior changes to the mall.
The only other Phase I trips, (1077.3 trips) are currently allocated to the AP
Properties' parcel which is located at the northeast corner of Constellation
Boulevard and Avenue of the Stars. Refer to detailed exhibit in the Location
Analysis for current allocations of trips in Century City.

     Of the unused 10,242.4 Phase II trips, 242.2 are allocated to sites that
are currently improved with other buildings. The remaining 10,000 Phase II trips
are also allocated to the AP Properties parcel.

     The ownership of this and other parcels in Century City have recently
submitted an Environmental Impact Report (EIR) to the city of Los Angeles in
support of approvals for a 38-story Class A office tower to contain 791,000
square feet. The ownership proposes to transfer the remaining trips to a
6.04-acre parcel located about one block westerly of the subject, at the
southeast corner of Century Park West and Constellation Boulevard. The proposed
project site is shown on the accompanying exhibit (taken from the EIR). There
are numerous obstacles to obtaining approvals for this project, including
traffic mitigation, shadows and privacy issues for the homeowners to the west
across Century Park West. The property ownership controls sufficient rights to
develop a substantial commercial property on this or another Century City
property, however, and it is reasonable to project some significant commercial
project will eventually be developed in the Century City market. There are no
other potential high-rise office development sites in any of the primary
westside Los Angeles office markets.

     Gross Leasing Activity and New Absorption

     The net absorption figures for the primary competitive Westwood/West Los
Angeles sector were summarized previously. The accompanying chart compares the
net office absorption for the six primary competitive submarkets from 1992
through 3rd Quarter, 1996, with the gross leasing activity during the same
timeframe. Gross leasing activity slowed during 1994 to an annual rate of 3.6
million square feet, while net absorption levels declined overall to 81,052
square feet. The data for 1995 and 1996 shows substantial improvement both in
net absorption levels and gross leasing.

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<PAGE>

================================================================================
                    BUSINESS-FACTS: Daytime Employment Report
                                West Los Angeles
- --------------------------------------------------------------------------------
                                      1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

 Business Employment by Type                         No. of Businesses    No. of Employees       Employees per Business
 ---------------------------                         -----------------    ----------------       ----------------------
<S>                                                            <C>                 <C>                           <C>
   1  RETAIL TRADE                                              7,600               79,743                       10.5%
        Home Improvement Stores                                   171                1,756                       10.3%
        General Merchandise Stores                                 62                5,766                       93.0%
        Food Stores                                               528                7,994                       15.1%
        Auto Dealers & Gas Stations                               392                5,780                       14.7%
        Apparel & Accessory Stores                              1,076                6,204                        5.8%
        Furniture / Home Furnishings                            1,131                8,953                        7.9%
        Eating & Drinking Places                                1,926               30,508                       15.8%
        Miscellaneous Retail Stores                             2,314               12,782                        5.5%

   2  FINANCE-INSURANCE-REAL ESTATE                             3,402               41,432                       12.2%
        Banks, Savings & Lending Institutions                     549                6,988                       12.7%
        Securities Brokers & Investors                            505                7,689                       15.2%
        Insurance Carriers  & Agencies                            646               10,410                       16.1%
        Real Estate - Trust - Holding Co.                       1,702               16,345                        9.6%

   3  SERVICES                                                 20,057              200,091                       10.0%
        Hotels & Lodging                                          188                9,716                       51.7%
        Personal Services                                       3,136               16,465                        5.3%
        Business Services                                       5,543               51,691                        9.3%
        Motion Picture & Amusement                              1,515               19,264                       12.7%
        Health Services                                         4,348               50.073                       11.5%
        Legal Services                                          3,037               24,176                        8.0%
        Education Services                                        436               13,449                       30.8%
        Social Services                                           813                6,180                        7.6%
        Other Services                                          1,041                9,057                        8.7%

   4  AGRICULTURE                                                 178                1,385                        7.8%

   5  MINING                                                       31                  563                       18.2%

   6  CONSTRUCTION                                                957                8,475                        8.9%

   7  MANUFACTURING                                             1,513               29,517                       19.5%

   8  TRANSPORTION, COMMUN/PUBLIC UTIL                            820               12,382                       15.1%

   9  WHOLESALE TRADE                                           1,754               18,209                       10.4%

  10  GOVERNMENT                                                  305                7,352                       24.1%
=======================================================================================================================
 TOTAL BUSINESSES                                              36,617              399,149                       10.9%
=======================================================================================================================
        Daytime Population                                    399,149

        Residential Population                                522,540

        Daytime Population per Business                          10.9%
        Residential Population per Business                      14.3%
=======================================================================================================================
</TABLE>

     Number of Businesses per Sector           Number of Employees per Sector


            [GRAPHIC OMITTED]                         [GRAPHIC OMITTED]

          [DATA POINTS TO COME]                     [DATA POINTS TO COME]


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                                                       Property Description
================================================================================

                                        Century Park East is a commercial
                                        roadway varying in width from 86 feet to
                                        96 feet. The street is three lanes wide
                                        in each direction, with a center turn
                                        lane. A delivery turn out runs parallel
                                        to Century Park East. The intersection
                                        of Olympic Boulevard and Century Park
                                        East is signalized.

                                        Olympic Boulevard is a major east/west
                                        thoroughfare stretching from Santa
                                        Monica to downtown Los Angeles. The road
                                        is 100 feet wide, with three eastbound
                                        lanes and four westbound lanes. Olympic
                                        Boulevard passes underneath Avenue of
                                        the Stars without intersecting the
                                        street. Access between Avenue of the
                                        Stars and Olympic Boulevard is provided
                                        by freeway-like on/off ramps.

Soil Conditions:                        We did not receive or review a soil
                                        report. However, we assume that the
                                        soil's load-bearing capacity is
                                        sufficient to support the existing
                                        structures. We observed no evidence to
                                        the contrary during our physical
                                        inspection of the property. The tract's
                                        drainage appears to be adequate.

Utilities:                              All standard utilities are available to
                                        the site. The Century City central plant
                                        is on a (cancelable) long term contract
                                        to provide hot and chilled water to the
                                        site.

Access:                                 The subject site has full pedestrian
                                        access from all four surrounding
                                        streets. Vehicular access to the
                                        subterranean garage is available from
                                        east and westbound traffic on
                                        Constellation Boulevard, from southbound
                                        traffic on Century Park East and
                                        westbound traffic on Olympic Boulevard.
                                        Traffic can exit the garage onto
                                        Constellation Boulevard or Avenue of the
                                        Stars.

Land Use Restrictions:                  No report of title was available for our
                                        review. We are not aware of any adverse
                                        easements or conditions which would
                                        affect the utility of

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<PAGE>

                                                       Property Description
================================================================================

                                        the subject site, other than the
                                        pedestrian easement required of all
                                        properties in Century city.

                                        We recommend a title search to determine
                                        whether any adverse conditions exist.

Flood Hazard:                           The subject property is not located
                                        within an area designated as a flood
                                        zone by the Federal Emergency Management
                                        Agency.

Seismic Hazard:                         The site is not located in a Special
                                        Study Zone as established by the
                                        Alquist-Priolo Geological Hazards Act.

Site Improvements:                      The site is improved with a large
                                        central plaza, and is extensively
                                        landscaped with mature trees, grass and
                                        flowers. A large glass skylight is
                                        located at ground level between the two
                                        towers. The skylight provides natural
                                        light to the Concourse B shopping level.

Comments:                               The site is very well located in the
                                        heart of Century City, and benefits from
                                        street frontage on all four sides of the
                                        site. The site is well suited for office
                                        and retail uses. Other retail businesses
                                        are less well located because of the
                                        distance from the Century City Shopping
                                        Center.

Improvements Description

     The subject site is improved with two 44-story office buildings, a
six-level subterranean parking structure, and a large central plaza. Excluding
the concourse (B-Level) retail space which contains 29,724 square feet of
rentable area, the two towers contain 2,252,657 square feet of rentable office
space (per reconciled lease abstracts space plans, and rent rolls). The ABC
Entertainment Center is located on a 5.43 acre air rights lease parcel which
extends over the subjects subterranean parking garage. Tentative Tract Map No.
51450 (to be approved) will separate this portion of the property from the
existing ownership. The ABC Entertainment Center improvements or the lease fee
ownership interest are not considered within this appraisal.

     The following improvement description is based on our physical inspection
of the property, and information provided by the client.

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<PAGE>

                                                       Property Description
================================================================================
General Data

     Year Built:                        1975

     Building Area:

          Office Area:

               North Tower              1,125,888
               South Tower              1,126,769
               Total Towers             2,252,657

               Retail Area (B-level)       29,724
               Storage Space              105,527
                                        ---------
               Total Project            2,387,908

     Parking:                 Century Plaza Towers Parking Garage is a six-level
                              reinforced concrete subterranean structure
                              containing 5,671 parking spaces. An additional 47
                              surface spaces are available at grade level for
                              short term parking, and 451 spaces located in the
                              Century Park West garage are covenanted to the
                              subject property. Total Parking: 6,169 spaces (2.5
                              spaces per 1,000 RSF)

     Building Height:         44 Stories (Each Tower)

Construction Detail

     Structure:               Steel frame with three exterior columns at the
                              three corners of the triangular shaped buildings.
                              Top two floors have solid exterior walls (no
                              windows) to provide rigidity and eliminate
                              building torque. Additional perimeter columns are
                              centered 10 feet 2 inches apart.

     Ceiling Height:          Clear height is 13 feet, and ceiling height is 9
                              feet.

     Exterior Walls:          Exterior skin of bronze solar glass and bronze
                              anodized aluminum panels. The three building
                              edges, the top two floors (43-44), and the
                              perimeter columns are clad in polished aluminum.
                              At ground level, columns are covered with marble.
                              Lobby is enclosed with full height clear glass
                              panels.

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<PAGE>

                                                       Property Description
================================================================================

     Roof:                    Reinforced concrete slab with protective BUR and
                              membrane coverings.

     Windows:                 Window glass is bisected between perimeter columns
                              by bronze anodized mullions.

Mechanical Detail

     HVAC:                    System includes two double duct air handlers per
                              floor supplying hot or cold air to 80 (average)
                              individually controlled zones per floor, chilled
                              and hot water are provided by Century City Central
                              Plant.

     Electrical Service:      Three phase, 480/277-volt three phase four wire
                              system. Electrical usage is monitored with a
                              computer management system.

     Elevator Service:        Four banks of elevators service each tower.
                              Elevator speed ranges from 500 to 1,200 feet per
                              minute. In addition to freight elevators,
                              passenger service is provided as follows:

                              Floors Served         Elevators
                               2-13                    6
                              14-24                    6
                              25-33                    5
                              34-42                    5
                                                      --
                              Total                   22 (per Tower)

                              Four elevators, one in each elevator bank, access
                              the B Concourse. Floors 43 and 44 are served by
                              two elevators which run between floor 41 and floor
                              44. One freight elevator serves floors F through
                              42.

     Fire Protection:         Fully sprinklered.

     Asbestos:                Asbestos abatement was completed in 1996. Any
                              remaining asbestos material is believed to be
                              limited to inaccessible areas of the A and B
                              garage level areas surrounding the tower's core,
                              and in the elevator shafts.

     ADA Compliance:          Although 172 restrooms on office levels have been
                              modified to address "readily achievable ADA and
                              California accessibility requirements," complete
                              compliance is deemed not feasible due to
                              structural limitations. In addition, 67

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<PAGE>

                                                       Property Description
================================================================================
                              handicap accessible stalls are required by the
                              ADA, and only 49 have been provided following
                              expansion of the plaza level surface parking area
                              and a reconfiguration of the garage parking.

     Seismic Issues:          We reviewed a Structural/Seismic Risk Assessment
                              prepared by EQE dated November, 1996 covering the
                              subject property, in order to estimate the
                              probable damage to the structures in the event of
                              a major earthquake. The "aggregate loss exposure"
                              was estimated at approximately 15.4 percent.

Interior Detail

     Layout:                  Both towers are equilateral triangles, with a
                              triangular building core located in the center of
                              each building.

     Lobby Area:              Two-story ceiling height featuring Travertine
                              marble flooring and are polished marble walls.
                              Elevator landings are finished with Travertine
                              marble, polished black granite and polished dark
                              green and red marble.

     Floor Covering:          Tenant spaces and upper level hallways have
                              commercial grade carpet and ceramic tile flooring.

     Walls:                   Painted or vinyl covered drywall.

     Ceilings:                Suspended acoustical tile ceilings with concealed
                              spline and inset fluorescent lighting,

     Restrooms:               One women's and one men's restroom is located on
                              each office level, each containing eight fixtures.
                              Walls and floors are covered with ceramic file.

     Interior Doors:          Full height, solid. core tenant doors are building
                              standard.

Site Improvements

     On-Site Parking:         5,671 parking spaces are provided by an on-site,
                              subterranean parking garage, in addition to 47
                              surface spaces at Plaza level, and 451 covenanted
                              spaces located in the Century Park West garage.
                              Total Parking: 6,169 spaces.

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<PAGE>



                               FOLIO 48 IS MISSING




<PAGE>

                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================
     Under the provisions of Article XIIIA of the California Tax and Revenue
Code, properties are assessed on their market value as of March 1, 1975, the
base year lien date. This value may be increased only 2 percent per year until
the property is sold, substantial new construction occurs, or the property's use
changes significantly. In such cases, the property may be reassessed to its
market value.

     The 1996-1997 fiscal year is the most recent year for which assessed
valuation and property tax information is available. The assessed value and
taxes for the property are shown below.

Assessor's Parcel No.:     4319-02-61

Assessed Value:

Land                     $ 24,912,874
Improvements              264,257,671
                         ------------
Total                    $289,170,545
Estimated Taxes:         $  3,179,098

     If the property were sold, it would be reassessed according to the
Assessor's opinion of its market value, which is the sale price, in most cases.






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<PAGE>

                                                                     ZONING
================================================================================

     The subject site is located within the City of Los Angeles and was
controlled by city zoning regulations until the Century City Specific Plan was
approved in 1981. Development in Century City is now governed by the North and
South Specific Plans, discussed in detail in previous sections of this report.
The map on the facing page details the zoning for parcels within the Century
City North Specific Plan.

     The area north of Olympic Boulevard is the commercial district of Century
City. The zoning restrictions for this area include: 1) C2-2-0, which allows a
floor area ratio of 6.0:1; and 2) C2-1VL-0, which allows a floor area ratio of
4.5:1. Under the terms of Proposition U (discussed in the Regional Analysis)
properties located in Height District No. 1 (C2-1) are further limited to a
1.5:1 FAR. Buildings which are developed subsequent to 1981 must also be
designed so as not to cast shadows on nearby homes for more than two hours a day
(between 8:00 AM and 8:00 PM).

     "Core" and "buffer' areas have been defined to further protect the rights
of neighboring home owners. These areas are shown on the map on the following
page and correspond to the zoning restrictions listed above. The west "buffer"
zone composes the 210 feet eastward set back from Century Park West, and the
east "buffer' zone composes the area between Century Park East and the Beverly
Hills city boundary line. The "core" area is between the east and west "buffer"
zones. The Specific Plan also restricts development through the allocation of
"trips," which were discussed previously.

     The subject property is zoned C2-2-0 which restricts the building floor
area ratio (FAR) to not more than 6:1. The existing improvements include two 44
story office towers and the (not appraised) ABC Entertainment Center. All
improvements are approved uses. The total square footage of the improvements,
when considered over the entire site, is within the FAR restrictions. The two
towers, when considered over the 6.7 acres which are not part of the ABC Center
air rights lease, are a non-conforming use with an FAR of 7.75:1. The ABC Center
has an FAR of approximately 2.5:1 when considered over the 5.4 acres covered by
the air rights lease.


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<PAGE>

                                                       HIGHEST AND BEST USE
================================================================================

     According to the Dictionary of Real Estate Appraisal, Second Edition
(1989), a publication of the American Institute of Real Estate Appraisers, the
highest and best use is defined as:

     1.   The reasonable and probable use that supports the highest present
          value of vacant land or improved property, as defined, as of the date
          of the appraisal.

     2.   The reasonably probable and legal use of land or sites as though
          vacant, found to be physically possible, appropriately supported,
          financially feasible, and that results in the highest present land
          value.

     3.   The most profitable use.

     We evaluated the site's highest and best use in it's current condition and
as if vacant. The highest and best use must meet four criteria. The use must be
(1) physically possible, (2) legally permissible, (3) financially feasible, and
(4) maximally productive.

     As discussed under Zoning the subject property is zoned C2-2-0, for
commercial development with a 6.0:1 FAR development density. The total square
footage of the existing two towers, when considered over the 6.7 acres which are
not part of the ABC Center air rights lease, exceed maximum density requirements
with an FAR of 7.75:1. Considered as if vacant and assuming the original trips
allocated to the property, the subject site is suitably zoned and could
conceivably be entitled for a commercial development of roughly 1,750,000 square
feet (or 638.000 square feet less than the existing total project, excluding ABC
Entertainment Center.)

     The subject site is located in a prime commercial district in the
prestigious westside Los Angeles market area. A new office project of
significant size and scope is not considered economically feasible in the
current leasing and investment environment. The highest and best use of the
subject site, considered as if vacant, is to hold the site until market
conditions improve sufficiently to warrant new construction according to the
limitations of the plan and trip rights discussed previously.

     Considered as improved, the subject represents a substantial office
development. There is no alternative potential use that would result in a higher
value for the property as if vacant. We concluded the existing development
represents the highest and best use of the property as currently improved.





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<PAGE>

                                                          VALUATION PROCESS
================================================================================

     Appraisers typically use three approaches in valuing real property: The
Cost Approach, the Income Approach, and the Sales Comparison Approach. The type
and age of the property and the quantity and quality of data affect the
applicability of each approach in a specific appraisal situation.

     The Cost Approach is considered by investors only to ensure the property is
acquired for less than replacement cost. The subject is an income-producing
property, and investors in buildings of similar size and quality typically use
both the Income and Sales Comparison Approaches. We have accordingly used both
approaches in this appraisal. The Cost Approach was not included because of the
age of the improvements and the economic obsolescence which results in rental
rates below levels required to justify new construction.

     We concluded the appraisal process by reviewing each of the approaches to
value. We considered the type and reliability of data and the applicability of
each approach. Finally, we reconciled the approaches and estimated the final
value.





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                                                  SALES COMPARISON APPROACH
================================================================================
Methodology

     In the Sales Comparison Approach, we estimated the value of the subject by
comparing it with similar, recently sold properties in the surrounding or
competing area. Inherent in this approach is the principle of substitution,
which holds that when a property is replaceable in the market, its value tends
to be set at the cost of acquiring an equally desirable substitute property,
assuming that no costly delay is encountered in making the substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, we can identify value and price trends.
The sold properties must be comparable to the subject in physical, locational,
and economic characteristics. The basic steps of this approach are:

     1.   Research recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   Select and analyze those properties considered most similar to the
          subject, giving consideration to the time of sale, any change in
          economic conditions which may have occurred since the date of sale,
          and other physical, functional or locational factors;

     3.   Reducing the sales price to common units of comparison, such as price
          per-square-foot of building area;

     4.   Make appropriate adjustments between the comparable properties and the
          property appraised;

     5.   Identify sales which include favorable financing and calculate the
          cash equivalent price;

     6.   Interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used and market-oriented units of comparison for office
properties is the sales price per-square-foot of building area. All comparable
sales have been analyzed on this basis.

     Cushman & Wakefield tracks office building transactions in Los Angeles
County involving sales or arm's length "creative" acquisitions of properties in
excess of 50,000 square feet. The table below summarizes the activity in this
category during the past three years and the first three quarters of 1996.

                 Los Angeles County Office Building Transactions
                             Greater Than 50,000 SF

                  No. of       Aggregate             Average
      Year     Transactions   Sales Price           Price/Sale
      ----     ------------   -----------           ----------
      1993         35         $480 million         $13.7 million
      1994         38         $305 million         $ 8.0 million
      1995         49         $910 million         $18.6 million
      1996         32         $758 million         $23.7 million

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                                                  Sales Comparison Approach
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     The sales activity during each year included a wide cross section of
buildings in terms of quality, size, tenancy, and market location. The pace and
average pricing for transactions during 1995 demonstrated a substantial increase
above the two prior years, which accurately reflects the growth in the number of
well-capitalized investors interested in Los Angeles County office product.

     The subject is a top-tier office building in a highly desirable suburban
westside Los Angeles office market. The level of investment activity in this
market and for this property type has increased during 1996, and a number of
office properties have recently traded, are currently in escrow, or have
recently been marketed for sale. The pricing for westside office properties has
increased in recent months. The subject contains in excess of two million
rentable square feet, and the current contract price for the project is
approximately $480 million (including the air rights leased fee interest in the
ABC Entertainment Center). There have been no transactions of this magnitude
involving a single asset in recent years. As discussed above, however, the
number of office building sales in Los Angeles County has increased during the
past two years. The quality of the assets sold or currently being marketed for
sale has increased as well, as more well-capitalized institutional buyers have
entered the market.

     Considering the larger size of the subject property and the
location-specific parameters of investors in this caliber of office building
asset, we have included sales of office properties in the most desirable
westside Los Angeles markets with sales prices in excess of $80,000,000. The
exhibit on the accompanying page summarizes the terms of five transactions based
on this criteria. The sales occurred during the period from July, 1995 through
November, 1996, and involve properties ranging in size from roughly 260,000
square feet to just over one million square feet. The data is discussed and
analyzed below.

     Item I-1 is the November, 1996 sale of Century City North, a 1972-built
26-story office tower located one block northerly of the subject property in
Century City. The tower offers excellent northern views, including the nearby
country club across Santa Monica Boulevard. The property was marketed for sale
for approximately six months by the prior lender on the asset, who acquired the
property through foreclosure (Aetna Life Insurance Co.). The property attracted
a number of qualified bidders, and the pricing increased from the initial
bidding level of just over $100 million to more than the prior debt amount of
roughly $110 million, with the contract purchase price reaching $119,750,000,
or nearly $200 per-square-foot of rentable area (including storage). Bidders for
the property included Cornerstone, Gerald Hines, Lowe, Douglas Emmet and
Yarmouth, with the top two offers from Equitable and Heitman. Heitman (Financial
Ltd.) was the successful high bidder.

     The property was completed in 1972, and the building is only in partial
conformance with current fire/life safety ordinances. The building also contains
asbestos materials which have been partially abated, and the building only
partially complies with ADA requirements. No cost estimate to complete proposed
cosmetic and code improvements was provided by the seller, but the buyer
"reportedly" plans to spend roughly $25 million, or about $40 per-square-foot of
rentable area to upgrade the common areas, abate asbestos, complete the
fire/life safety system, and bring the property into conformance with other code
issues. Based on the

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                                Comparable Sales

                               [GRAPHIC OMITTED]

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                                                  Sales Comparison Approach
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"as is" price of about $200 per-square-foot, the "adjusted" price with all
capital work completed equals about $240 per-square-foot of rentable area.

     The major tenants in the building include Princess Cruises (95,000 SIF
expiring in 2001) and Loeb & Loeb (39,000 SF expiring 1999), as well as a number
of full-floor tenants in the 23,000 square-foot size category. Most of the
Princess Cruises space is leased at substantially above-market rents ($41.40
per-square-foot full service gross), which compares with the most recent leasing
activity in the building of approximately $24.00 per-square-foot. The relatively
high implied overall capitalization rate of 11.4 percent based on the 1996
budgeted net operating income considers the above-market net income of about $22
per-square-foot annually and the required capital investment for the code issues
described above.

     Item I-2 is the November, 1996 purchase by Beacon Properties (an east coast
REIT) of 10960 Wilshire Boulevard in Westwood. The property consists of a
23-story, 1971-built office property located in the heart of the Westwood
submarket, about two miles northwesterly of the subject property. The property
was acquired by the current owners and seller (Swiss Bank) through foreclosure
during 1991. The property was subsequently extensively renovated and re-leased,
with capital renovation including asbestos abatement, installation of a new
fire/life safety system, complete common area upgrades, and
mechanical/electrical system upgrades. The reported cost was $36,785,000 over
four years, and the seller will "hold back" an additional $2.1 million from the
purchase price for the remaining work. The major tenants in the building include
Saban Entertainment (111,225 SF expiring in 2006), Philips Interactive
(95,000 SF expiring in 2000), BBDO Worldwide (48,000 SF expiring in 2002), and
Saltzburg, Ray & Bergman (31,000 SF expiring in 2002). The landlord provided
fairly substantial free rent concessions (in one-half month increments) for the
major tenants, and the cash flow proforma includes free rent concessions of
approximately $2.7 million in 1997 and $2.5 million in 1998. The resulting net
operating income after these deductions is below market for the first two years.

     The property has been marketed for sale during the second half of 1996 on a
"bid" basis, with initial bids due in August, and revised/final bids submitted
during September, 1996. The successful bidder was Beacon Properties, who also
submitted (unsuccessfully) bids for several other westside office buildings
during 1996. The reported sales price is approximately $133,000,000, or about
$245 per-square-foot of rentable area. The implied overall capitalization rate
prior to free rent concessions is 8.5 percent based on projected 1997 net
operating income. After deductions for free rent the implied overall rate based
on the seller's projected first-year (1997) NOI was 6.5 percent.

     Item I-3 is the November, 1996 acquisition of MGM Plaza by Douglas Emmet
through a note purchase/foreclosure. The $235 million price represented a
discount of approximately 22 percent from the existing note of $300 million in
favor of a consortium of lenders led by Chase Manhattan (an additional $11
million note was in favor of Chase exclusively). The note acquisition was
structured with new financing by Chase of approximately $150 million. The buyer
competed with several other qualified investors, including Beacon Properties,
the REIT buyer of 10960 Wilshire Boulevard (refer to I-2).

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     MGM Plaza is a six-building office complex completed in phases from 1983
through 1991. The buildings contain a combined rentable area of 1,038,757 square
feet, and range from three to six stories in height. Parking facilities include
a subterranean garage and parking structure containing 3,220 spaces (3.1 spaces
per 1,000 SF). The property was previously owned by a joint venture between
Maguire Thomas and IBM, with IBM as a major equity tenant. The borrower retains
an option to repurchase the property at a reported price of approximately $250
million within a specified timeframe. The IBM premises had been subleased,
including portions to the major current tenants MGM, with 200,000 square feet
(IBM remains as the primary tenant under the lease). Other major tenants in the
project include Aurora National Life, with 135,000 square feet (formerly
Executive Life), Value Health, Symantec Corp, Focus Media, and Rysher
Entertainment. The project is considered a Class A development in the Santa
Monica market although the quality of the improvements are inferior to Water
Garden, which is located just south of MGM Plaza. The estimated overall
capitalization rate based on the first year projected net operating income was
about 9.8 percent. The relatively high overall rate in comparison with other
recent sales considers the somewhat above-market income stream attributable to
IBM subsidy payments (supporting the underlying subleases) and to somewhat
irregular mid-term rental adjustments for some tenants.

     Item I-4 is the December, 1995 sale of Wilshire Rodeo Plaza, the former
headquarters of Drexel Burnham Lambert. The property consists of three separate,
interconnected buildings containing a combined rentable area of 262,162 square
feet situated on a 1.9-acre site. The property is located in the heart of the
Beverly Hills "Golden Triangle" market, at the southwesterly corner of Wilshire
Boulevard and South Rodeo Drive. The improvements include two older four and
five-story buildings located along the Wilshire Boulevard frontage (9536 and
9560 Wilshire), and a 1986-built three-story office building developed over
subterranean parking. The Wilshire Boulevard buildings were originally developed
as department stores (this is the former Bonwit Teller and Gumps location) prior
to being converted to office use by Drexel in 1986. Following the bankruptcy of
this tenant in 1990, the building was acquired through foreclosure by the lender
in 1992, and was substantially renovated and retenanted prior to being marketed
for sale during 1995.

     The property was 93 percent leased overall at the time of sale, with retail
tenancies occupying the lower floors of the prime Wilshire Boulevard frontage,
and the remainder of the space leased to office tenants. The retail tenancies
include recently signed leases for Niketown (28,000 SF for 15 years), Planet
Hollywood (18,000 SF for 15 years), and the Pace Wildestein Gallery (12,000 SF
for 15 years). The Limited also leases 8,400 SF for a remaining term to 2003.
Office tenants include Merrill Lynch (33,000 SF), United Talent (34,000 SF),
Paine Weber (18,000 SF), and Equity Marketing (28,000 SF). The rental rates for
several of the existing tenants are above market, including The Limited, Paine
Weber, and United Talent. Recent office leasing activity prior to sale had been
in the range of $26.00 per-square-foot on an effective basis, and the retail
leases ranged from approximately $36 PSF net to $90 PSF net for the older
Limited lease.

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     The property was acquired by a pension fund advised by Heitman in December,
1995 for a cash price of $81,000,000. There were several other qualified bidders
at prices within approximately five percent of the final sales price. The
implied overall rate based on projected first-year net operating income was 8.0
percent. The net income return increase to approximately 8.8 percent during the
second year due to the scheduled rental increases for several of the more recent
tenancies.

     The sales price equaled $308.97 per-square-foot of rentable area. The
tenancies included 66,395 square feet of retail space, or 25 percent of the
total rentable area. Although no specific allocation was reported, the overall
per-square-foot price paid was higher than for 100 percent office due to the
excellent retail location of this property, the quality of the retail leases,
and the substantially higher rental rates for retail space in the Beverly Hills
Triangle.

     Item I-5 is the July, 1995 acquisition through a discounted note purchase
with cooperation from the debtor of Phase I of Santa Monica Water Garden. This
property is located directly south across Colorado Avenue from MGM Plaza (I-3).
Water Garden Phase I consists of two 6-story Class "A'. office buildings
containing a total rentable area of 665,720 square feet. The project was
completed in 1991 and was 97 percent leased at sale, including major tenants
Candle Corporation (150,000 SF), Haight, Brown & Boonesteele (110,000 SF),
Rand Corporation (50,000 SF), Microsoft Corporation (45,000 SF), and Savoy
Pictures (40,000 SF). This phase of the larger two-phased project (Phase II
consists of a vacant, entitled site) includes a 9.7-acre parcel with a 1.4-acre
man-made lake and three levels of underground parking for 2,300 cars. The
transaction consisted of the acquisition of the property (with the borrower
remaining as a partner with a potential future residual interest) for a price of
$165.8 million. The sellers consisted of the lending group, headed by Citibank
and Bank of America, and the buying entity was J.P. Morgan. The lenders received
the $165.8 million cash consideration for a note with a balance of approximately
$230 million (72% of the balance), with additional considerations from the
borrower, who negotiated a release of a personal guarantee in exchange for a
cash payment and a new note. The total consideration received by the bank group
for the note secured by the real estate and the personal guarantee was slightly
over $190 million. The clear real estate-related component of the transaction
equaled $165.8 million, or $249 per-square-foot of rentable area. Based on this
price the implied overall rate for the transaction (based on the projected first
year net operating income) was 8.9 percent. The first-year cash-on-cash return
(following leasing commissions and tenant costs) was 8.5 percent. The reported
IRR was just under 11 percent.

Analysis and Conclusions

     Summary of the Data
     -------------------
     The preceding data included five closed transactions involving office
building purchases in the competitive westside markets in excess of
$80,000,000. The sales occurred during the period from July, 1995 through
November, 1996, with three of the transactions closing during November, 1996.
The properties ranged in size from 262,162 to 1,038,757 rentable square feet.
Occupancy levels at sale ranged from 90 percent to 99 percent, which compares
with the subject occupancy of 94 percent. The per-square-foot price indications
from the data range from $196.68 to $308.97, with four of the five data items in
a tighter range


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from $196.68 to $249.05 per-square-foot. The highest price per-square-foot
(item I-4) corresponds to a property with a significant retail component which
is leased at higher rents than typical office space due to the Beverly Hills
Triangle submarket location.

     Buyer Profile and Investment Indications
     ----------------------------------------
     The chart on the accompanying page summarizes the type of investor and the
investment criteria derived from the analysis of each of the data items
discussed previously. The buyers included institutional investment advisors and
REITs. The influx of capital to the real estate markets in southern California
during the past two years has increased pricing in general, and has also changed
the dominant buyer profile for suburban office buildings from local participants
to well-capitalized institutional investors.

Adjustment Considerations

     Time and Market Conditions
     --------------------------
     The investment market for suburban office properties in the westside market
area has improved since 1995. The number of well capitalized investors has
increased and the competition for good quality assets has intensified. The
per-square-foot indications from the two more dated transactions designated as
I-4 and I-5 should be adjusted upward to consider the improvement in the
investment and leasing market during the past 18 months.

     Improvement Quality, Condition, Age
     ------------------------------------
     The subject was completed in 1975, which compares with the completion dates
for the comparable properties ranging from 1971 to 1991, or a mixed completion
ranging from 1935 to 1986 for I-4. Items I-2 and I-4 have been extensively
renovated recently, and the subject has also been upgraded for a number of
capital issues included ADA and fire/life safety. The property requiring the
most significant additional capital investment by the buyer is I-1, which has
been partially abated of asbestos and partially fire sprinklered. The subject is
of superior quality (prior to condition considerations) to I-3 and I-4.

     Location and Environs
     ---------------------
     The subject and the comparable data are all located in favorable westside
Los Angeles office markets. The subject's Century City location is obviously
most similar to I-1, and is inferior to I-4, which is located in the heart of
Beverly Hills. Items I-2, I-3, and I-5 are generally similar in terms of market
perception and achievable rental rates, although we note that the highest office
rental rates in Los Angeles County are achieved by the two "trophy" Century City
assets Fox Plaza and 1999 Avenue of the Stars.

     Occupancy and Rollover Profile
     ------------------------------
     The subject is 94 percent leased, which compares with occupancy levels at
sale for the data items from 90 percent to 99 percent. Investors in leased
office properties evaluate the current occupancy level and the rollover profile
(or the timing for the scheduled lease expirations) for the existing tenant. the
anticipated costs and risks associated with new and renewal leasing, including
tenant improvements, leasing commissions and vacancy loss, will impact the cash
flow and the property value. If current contract rents are substantially above

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                                                  Sales Comparison Approach
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or below the buyer's estimate of market rent, the lease expiration schedule can
represent either a potential erosion of the cash flow or "upside" in comparison
to current income.

     The chart on an accompanying page summarizes the "Rollover Profile" for
each of the comparable properties as well as the subject. The chart includes the
occupancy levels at sale as well as the lease expirations (expressed as a
percentage of the total rentable area). The "Total Vacancy & 5-Year Rollover"
column represents the total leasing exposure an investor will anticipate during
the 5-year period following acquisition including the current vacant space. This
comparison considers both the characteristics of the current occupancy of the
property and the impact of pending lease expirations during the near term.

     The chart illustrates that although the five data items and the subject
have occupancy levels at sale of 90 percent or greater, the scheduled lease
expirations from the existing tenant based present substantially different risk
profiles. The 53 percent rollover exposure for I-1 during the first three years
of the holding period, for example, is considerably higher than the other data
items or the subject.

     Analysis and Conclusions
     ------------------------
     The investors in office properties of the subject's size and quality base
purchase decisions on the analyses contained in the Income Approach, including
discounted cash flow analysis and direct capitalization. The per-square-foot
pricing from the comparable sales data is relevant as a test of the
reasonableness of the value indications from the Income Approach.

     The rounded $197 per-square-foot pricing for I-1 provides an indication of
the lower end of the range in probable value for the subject. This asset is a
directly competitive building in the subject's submarket, and the property has
excellent views and similar achievable rental rates as the subject. The buyer
will invest more capital (on a per-square-foot basis) following acquisition than
an investor in the subject because of remaining fire sprinkler, asbestos
abatement and other costs. The additional capital costs are partially offset by
above market rental rates for several tenants, however. The significant retail
component and superior location for I-4 suggests that the $309 (rounded)
per-square-foot price is above the achievable range for the subject. Items I-1,
I-3, and I-5 have rounded per-square-foot prices within a range from $226 to
$249. Each asset has superior leasing profiles in comparison with the subject
(including consideration of near-term rollover).

     We concluded the data supports a range in per-square-foot value for the
subject from approximately $200 to $220 per-square-foot, or a price between I-1
as the low end of the range and I-2, I-3, and I-5 as the upper end of the range.
We reconciled at the middle of this supported range, or approximately $210
per-square-foot for the subject property by the Sales Comparison Approach, as
shown below.

     2,282,381 SF x $210 PSF =                         $479,300,010

     Rounded value by Sales Comparison Approach:       $480,000,000

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                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of "anticipation" underlies this approach in that investors recognize
the relationship between an assets income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash-flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash-flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a selected yield rate (internal rate of return). We used both
methods to estimate a value for the subject property.

Potential Gross Income

     Occupancy and Tenant Profile
     ----------------------------
     We reviewed rent rolls, tenant lease abstracts, and actual lease documents
for 20 of the largest subject tenants, as well as a summary of recently
negotiated and signed subject leases. The accompanying stacking plans were
prepared by Cushman & Wakefield based on the data we reviewed. Detailed rent
rolls are included in the Addenda. There are three basic "components" for the
subject property: 1) the North Tower (2029 Century Park East); 2) the South
Tower (2049 Century Park East); and 3) the Concourse or Retail Level, which is
situated below grade extending between the two towers and above portions of the
parking garage. The tenant exhibits on the accompanying pages are presented by
property component. The rentable areas and current occupancy for each component
and the total property are summarized below. The occupancy levels include some
tenants who have signed leases but may not yet be in physical occupancy.

                              Century Plaza Towers
                               Occupancy Overview

                  Component     Total RSF   Leased SF   Occupancy
                  ---------     ---------   ---------   ---------

                  North Tower   1,125,888   1.065,837     94.6%

                  South Tower   1,126,769   1,047,027     92.9%

                  Concourse        29,724      25,865     87.0%
                                ---------   ---------     ----

                  Totals        2,282,381   2,138,729     93.7%

     As noted on the accompanying Stacking Plan exhibits for the two towers,
some discrepancies in rentable areas exist between the rent roll data and the
Space Plan (dated 9/1996) we reviewed. We recommend a prospective lender or
investor conduct an independent analysis of the "as built" rentable areas. We
note, however, that the total discrepancies are relatively minor in light of the
overall size of the property.

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<TABLE>
<CAPTION>
====================================================================================================================================
               Tenant Name/                                    Square Feet            Total          Space                Occupancy
 Fir.    No.   Description                      Suite      Vacant     Occupied   Floor (SF)    Plan (9/96)    Variance     Ratio(%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>   <C>                              <C>        <C>          <C>          <C>           <C>         <C>            <C>
 10th    39    Paul Ray Company                 1000                     5,531                      5,531
         40    Aaron Cushman                    1010                     3,540                      3,540
         41    Zolla & Meyer                    1020                     4,296                      4,296
         42    Kopple & Klinger                 1040                     3,426                      3,426
         43    Federman, Grdiley                1060                     5,751                      5,751
         44    Rosenstein                       1080                     2,692                      2,692
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,236       25,236        25,236            0        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 11th    45    Neumeyer & Boyd                  1100                     5,765                      5,765
         46    Vacant-ISS-MTM                   1105-V        339                                     339
         47    Vacant                           1110-V      1,164                                     779
         48    Martin & Klein                   1112-E                   1,997                      1,997
         49    Alsace Development               1115                     1,636                      1,636
         50    Frederick Cook                   1130                     2,842                      2,842
         51    Alexander Capital                1140                     2,194                      2,194
         52    Toho                             1150                     1,598                      1,598
         53    GDC                              1160                     3,036                      3,036
         54    L & S   Advisors                 1180                     2,823                      2,823
         55    Freddie MAC                      1190                     1,884                      1,884
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                      1,503       23,775       25,278        24,893          385         94.1%
- ------------------------------------------------------------------------------------------------------------------------------------
 12th    56    Wasser Rosenson et al            1200                    13,084
               Vacant                           1210        3,241
         57    GE Investment                    1230-E                   2,023                      2,023
         58    Stan Rosenfield                  1240                     1,377                      1,377
         59    Alexander, Hallora               1260                     5,392                      5,392
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                      3,241       21,876       25,117         8,792       16,325         87.1%
- ------------------------------------------------------------------------------------------------------------------------------------
 13th    60    Cohen & Johnson                  1300-E                  17,126                     19,950
         61    Source Services                  1350-T                   8,091                      5,250
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,217       25,217        25,200           17        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 14th    62    Johnson & Higgins                1400                    25,157                     25,157
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,157       25,157        25,157            0        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 15th    63    Valuation Counselor              1500                     6,948                      6,948
         64    Valuation Couselor               1510                     2,183                      2,138
         65    Kessler & Kessler                1520                     3,657                      3,657
         66    Moreno Schlicht                  1530                     2,912                      2,912
         67    Singapore EcDvBank               1540                     1,354                      1,354
         68    Realty Administati               1550                     8,081                      8,081
         6 9   Johnson & Higgins (N/A)          1550
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,135       25,135        25,090           45        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 16th    70    Strook & Strook                  1600                    20,542                     20,542
         71    Snipper Wainer Markoff           1690                     4,431                      4,431
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       24,973       24,973        24,973            0        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 17th    72    Tax Consulting Group             1700                    15,311                     15,311
         73    Sitrick                          1750                     8,963                      8,963
         74    Sitrick & Company                1760                     1,526                      1,526
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,800       25,800        25,800            0        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 18th    75    Strook & Strook                  1800                    25,615                     25,615
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,615       25,615        25,615            0        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 19th    76    Danning Gill                     1900-T                  18,892                     18,892
         77    Dwyer Curlett                    1950                     6,870                      6,870
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,762       25,762         5,762            0        100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Stacking Plan for North Tower                                 2 of 4


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
               Tenant Name/                                    Square Feet            Total          Space                Occupancy
 Fir.    No.   Description                      Suite      Vacant     Occupied   Floor (SF)    Plan (9/96)    Variance     Ratio(%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>   <C>                              <C>        <C>          <C>          <C>           <C>         <C>            <C>
 33rd    115   Seyfarth Shaw                    3300                    26,720                     26,720
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       26,720       26,720        26,720          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 34th    116   Gibbs, Giden                     3400                    26,720                     26,720          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0                     6,720        26,720
- ------------------------------------------------------------------------------------------------------------------------------------
 35th    117   Foley, Lardner, Weisbur          3500                    26,720                     26,720
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       26,720       26,720        26,720          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 36th    118   Foley, Lardner, Weisbur          3600                    26,720                     26,720
         119   Foley, Lardner, Weisbur          3600                                                               0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       26,720       26,720        26,720
- ------------------------------------------------------------------------------------------------------------------------------------
 37th    120   Vacant                           3700-V      9,319                                   9,319
         121   TBG Financial                    3720                    13,030                     13,030
         122   Poms, Smith, Lande               3760                     4,418                      4,418
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                       9,319       17,448       26,767        26,767          0           65.2%
- ------------------------------------------------------------------------------------------------------------------------------------
 38th    123   Poms, Smith, Lande               3800                    27,143                     27,142                     100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       27,143       27,143        27,142          1          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 39th    124   Banque de Paribas                3900                    10,712                     10,712
         125   Del Rubel                        3910                     8,489                      8,489
         126   Hitachi                          3940                     2,224                      2,224
         127   AMC                              3945                     2,124                      2,124
         128   Alan Goldman                     3950-E                   3,176                      3,220
               Vacant                           3999                       417                      3,220
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       27,142       27,142        29,989     -2,847          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 40th    129   Gibson Dunn & Crut               4000                    26,888                     26,888          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       26,888       26,888        26,888
- ------------------------------------------------------------------------------------------------------------------------------------
 41st    130   California Commerce Bank         4100                    27,023                     26,970
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       27,023       27,023        26,970         53          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 42nd    131   California Commerce Bank         4200                    10,480                     10,408
         132   Vacant                           4200-V     16,562                                  16,526
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                      16,562       10,480       27,042        26,934        108           38.8%
- ------------------------------------------------------------------------------------------------------------------------------------
 43rd    133   Johnson & Higgins                4300                     9,432                      9,432
         134   Redev 43rd Floor                 4300
         135   Gibson Dunn (Expired)            4330-E                   2,728                      2,728
         136   Vacant                           4380-V      3,404                                   3,904
         137   California Commerce Ban          4380                       500
         138   Vacant                           4383-V      1,279                                     799
         139   Vacant                           4385-V        995                                     995
         140   Poms,  Smith, Lande              4390-E                   2,359                      2,359
         141   Sarah Milliken                   4392                       919                        919
         142   Vacant                           4393-V      1,951                                   1,845
               Vacant                           4394                                                  178
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                       7,629       15,938       23,567        23,159        408           67.6%
- ------------------------------------------------------------------------------------------------------------------------------------
 44th    143   Redev 44th Floor                 4400
         144   Transit Casualty                 4400                    19,169                     19,169
         145   Vacant                           4450-V      4,788                                   4,514
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                       4,788       19,169       23,957        23,683        274           80.0%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
               -------------------------------------------------------------------------------------------------------
               Century Plaza Towers                                               Rent Roll   Space Plan
               NORTH TOWER                                 Vacant     Occupied     Total SF      Total SF     Variance
               -------------------------------------------------------------------------------------------------------
                                      Totals (SF),         60,051    1,065,837    1,125,888     1,111,003      7,443
               =======================================================================================================
               -------------------------------------------------------------------------------------------------------
</TABLE>



Stacking Plan for North Tower
                                                                  4 of 4

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
               Tenant Name/                                    Square Feet            Total          Space                Occupancy
 Fir.    No.   Description                      Suite      Vacant     Occupied   Floor (SF)    Plan (9/96)    Variance     Ratio(%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>   <C>                              <C>        <C>          <C>          <C>           <C>         <C>            <C>
 10th    36    Amer, Multi-Cine                 1010                     2,649                      2,656
         37    Amer, Multi-Cine                 1020                     8,718                      8,718
         38    Amer, Multi-Cine                 1050                     4,518                      4,518
         39    Arant Kleinberg                  1080                     9,336                      9,336
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,221       25,221        25,228          7          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 11th    40    Barrister Executiv               1100                    25,221                     25,221
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,221       25,221        25,221          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 12th    41    Barrister Executiv               1200                    25,221                     25,221
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,221       25,221        25,221          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 13th    42    Prudential Securit               1300                    15,085                     15,085
         43    Kutack Rock                      1330-E                   3,179                      3,179
         44    Prudential                       1350                     6,935                      6,935
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,199       25,199        25,199          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 14th    45    Teledyne                         1400-T                  25,157                     25,157
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,157       25,157        25,157          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 15th    46    Teledyne                         1500-T                  25,135                     25,135
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,135       25,135        25,135          1          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 16th    47    Kelco Realty                     1600                    25,164                     25,058
         48    Unallocated Space                1699           64
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                         64       25,164       25,228        25,058        170           99.7%
- ------------------------------------------------------------------------------------------------------------------------------------
 17th    49    Kelco Realty                     1700                    25,694                     25,800       -106          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,694       25,694        25,800
- ------------------------------------------------------------------------------------------------------------------------------------
 18th    50    Barrister Executiv               1800                    25,800                     25,800
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,800       25,800        25,800          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 19th    51    Commonwealth of AS               1900                    25,800                     25,800
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,800       25,800        25,800          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 20th    52    Saudi Arabian Air                2000                     5,361                      5,361
         53    Smylie & Selman                  2060                    18,674                     18,674
         54    Video Conference                 2090                     1,631                      1,630
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,666       25,666        25,665          1          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 21st    55    Murphy Weir                      2100                    18,594                     18,594
         56    David Rosen                      2120                     2,523                      2,523
         57    Queensland Trade Bureau          2130                     2,444                      2,444
         58    Tressler et al.                  2140                     2,248                      2,248
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                          0       25,809       25,809        25,809          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 22nd    59    Quisenberry                      2200                    10,909                     10,909
         60    Quisenbury & Barnanbel           2250                     4,081                      4,081
         61    Mark Rosenberg                   2270                     2,032                      1,980
         62    Tsugawa Investment               2280                     1,397                      1,397
         63    Gems Television                  2290                     2,557                      2,557
         64    Comedy Partners                  2295                     4,824                      4,824
         65    Unallocated Space                2299           52                                       0
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                         52       25,800       25,852        25,748        104           99.8%
- ------------------------------------------------------------------------------------------------------------------------------------
 23rd    66    Economic Analysis                2310                     6,490                      6,490
         67    Anglo American                   2330-T                   1,732                      1,732
         68    Vacant                           2350-V     17,452                                  17,452
         69    Unallocated Space                2399          126                                       0
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                     17,578        8,222       25,800        25,674        126           31.9%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Stacking Plan for South Tower

                                                               2 of 5


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
               Tenant Name/                                    Square Feet            Total          Space                Occupancy
 Fir.    No.   Description                      Suite      Vacant     Occupied   Floor (SF)    Plan (9/96)    Variance     Ratio(%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>   <C>                              <C>        <C>          <C>          <C>           <C>         <C>            <C>
 33rd    112   Weissburg & Aronso               3300                    11,126                     11,126
         113   Vacant                           3301-V                   3,045                      3,045
         114   Shamrock Investmen               3330                                                7,407
         115   Vacant                           3350-V      7,395                                   1,570
         116   Vacant                           3380-V      1,569                                   3,521
         117   Vacant                           3390-V      3,505
         118   Unallocated Space                3399           80
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                      12,549       14,171       26,720        26,669         51           63.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 34th    119   Sidley & Austin                  3400                    26,528                     26,528
         120   Unallocated Space                3499          192
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                         192       26,528       26,720        26,528        192           99.3%
- ------------------------------------------------------------------------------------------------------------------------------------
 35th    121   Sidley & Austin                  3500                    26,528                     26,528
         122   Unallocated Space                3599          192
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                         192       26,528       26,720        26,528        192           99.3%
- ------------------------------------------------------------------------------------------------------------------------------------
 36th    123   City National Bank               3600                    26,720                     26,720
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       26,720       26,720        26,720          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 37th    124   Robins, Kaplan etc               3700-T                  12,464                     12,464
         125   McDonald & Company               3720                     3,559                      3,559
         126   Career Images                    3730                     1,599                      2,433
         127   Hoi Tak                          3750                     5,150                      5,150
         128   Hoi Tak Expansion                3760                     1,695                      1,695
         129   KIA Intertrade                   3770                     2,475                      2,475
         130   Unallocated Space                3799          234
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                         234        6,942       27,176        27,776       -600           99.1%
- ------------------------------------------------------------------------------------------------------------------------------------
 38th    131   Aetna Life Insuran               3800                    26,948                     26,948
         132   Unallocated Space                3899          194
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF)                          194       26,948       27,142        26,948        194           99.3%
- ------------------------------------------------------------------------------------------------------------------------------------
 39th    133   Sidley & Austin                  3900                    26,528                     26,528
         134   Unallocated Space                3999          614
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                         514       26,528       27,142        26,528        614           97.7%
- ------------------------------------------------------------------------------------------------------------------------------------
 40th    135   Sidley & Austin                  4000                    14,423                     14,423
         136   HBO                              4010                    12,214                     12,214
         137   HBO                              4098                       240                        240
         138   Unallocated Space                4099          169
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                         169       26,877       27,046        26,877        169           99.4%
- ------------------------------------------------------------------------------------------------------------------------------------
 41st    139   HBO                              4100                    26,970                     26,970
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       26,970       26,970        26,970          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
 42nd    140   HBO                              4200                    26,970                     26,970          0          100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                           0       26,970       26,970        26,970
- ------------------------------------------------------------------------------------------------------------------------------------
 43rd    141   HBO                              4300                     6,717                      6,717
         142   No Redevelop - 43rd Flr          4300-V                                              3,367
         143   Vacant                           4320-V      3,367                                   3,037
         144   Afschuler Grossman               4350                     3,037
         145   Vacant (EXCLUDED)                4350-V                                              3,393
         146   HBO                              4360                     3,393                      1,400
         147   HBO                              4370                     1,400                      2,841
         148   Teledyne                         4385                     2,841                      2,724
         149   Vacant                           4390-V      2,384                                     178
          --   Vacant                           4398
         150   Unallocated Space                4399           36
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                       5,787       17,388       23,175        23,657       -482           75.0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Stacking Plan for South Tower
                                                               4 of 5


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
               Tenant Name/                                    Square Feet            Total          Space                Occupancy
 Fir.    No.   Description                      Suite      Vacant     Occupied   Floor (SF)    Plan (9/96)    Variance     Ratio(%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>   <C>                              <C>        <C>          <C>          <C>           <C>         <C>            <C>
 44th    151   Alschuler Grossman               4400                     9,657                     9,657
         152   No Redevelop - 44th Fir          4400-V
         153   Vacant                           4450-V     14,300                                  12,155
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                      14,300        9,657       23,957        21,812      2,145           40.3%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
               ------------------------------------------------------------------------------------------------------
               Century Plaza Towers                                               Rent Roll    Space Plan
               SOUTH TOWER                                 Vacant     Occupied     Total SF      Total SF    Variance

               ------------------------------------------------------------------------------------------------------
               <S>                                         <C>       <C>          <C>           <C>            <C>
                                   Totals (SF):            79,742    1,047,027    1,126,769     1,124,186      1,292
               ======================================================================================================
               ------------------------------------------------------------------------------------------------------
</TABLE>




                               Stacking Plan Chart
                                   South Tower

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]



Stacking Plan for South Tower
                                     5 of 5

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


Stacking Plan                                                             [LOGO]
CENTURY PLAZA TOWERS                                        CENTURY PLAZA TOWERS
2029 and 2049 Century Park East * Concourse (Retail) Level

<TABLE>
<CAPTION>
================================================================================================
         Tenant Name/                              Square Feet              Total     Occupancy
Fir.   No. Description              Suite      Vacant     Occupied     Floor (SF)      Ratio (%)
- ------------------------------------------------------------------------------------------------
<S>    <C>                          <C>        <C>          <C>            <C>            <C>
1st    1 Kalousdian                 BLC-01                     562
       2 RealComm                   BLC-02                     500
       3 Always Vacant              BLC-03       788
       4 First L. A. Bank           BLC-04                   5,724
       5 Pasqua                     BLC-07                   1,062
       6 Wall Street Deli           BLC-08                   8,500
       7 Unallocated                             247
       8 Omega Travel               BLC-10                     650
       9 Vacant                     BLC-11       631
       10 Samaha Celeb. Clrs        BLC-12                     590
       11 David Hunter              BLC-13                   1,020
       12 Emack & Bolio's           BLC-14                     850
       13 Vacant                    BLC-15     1,675
       14 Emporium Plus             BLC-16                   2,070
       15 Office Supplies           BLC-17                   1,475
       16 Sutherland                BLC-18                   1,468
       17 Always Vacant             BLC-19       518
       18 Kourash Bakhshayandeh     BLC-24                   1,394
- ------------------------------------------------------------------------------------------------
                   Totals (SF):                3,859        25,865         29,724         87.0%
================================================================================================
</TABLE>



Stacking Plan for Concourse Level

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


Major Tenant Roster                                                       [LOGO]
CENTURY PLAZA TOWERS                                        CENTURY PLAZA TOWERS
2049 Century Park East * South Tower


<TABLE>
<CAPTION>
====================================================================================================================
      Tenant Name/                                          Occupied         Lease Dates        Minimum       Adjust
 No.  Description                                Suite        Sqft         Begin     Ending     Rent/PSF       Date
- --------------------------------------------------------------------------------------------------------------------
<S>   <C>                                        <C>          <C>         <C>         <C>        <C>          <C>
  2   Bank Of America                             100         14,190      34,608      Sep-04     $18.00       Oct-94
          (45,391 square feet)                                                                   $30.95       Oct-99
- --------------------------------------------------------------------------------------------------------------------
  3                                               200         25,221      34,608      Sep-04     $22.80       Oct-94
                                                                                                 $24.00       Oct-99
- --------------------------------------------------------------------------------------------------------------------
  4                                               300          5,980      34,608      Sep-04     $22.80       Oct-94
                                                                                                 $24.00       Oct-99
- --------------------------------------------------------------------------------------------------------------------
 40   Barrister Executive Suites                 1100         25,221      33,970      Jun-00     $19.92       Jan-93
          (76,242 square feet)                                                                   $21.60       Jan-96
                                                                                                 $27.36       Jan-97
                                                                                                 $28.44       Jan-98
                                                                                                 $29.52       Jan-99
                                                                                                 $30.60       Jan-00
- --------------------------------------------------------------------------------------------------------------------
 41                                              1200          25,221     33,970      Jun-00     $19.92       Jan-93
                                                                                                 $21.60       Jan-96
                                                                                                 $27.36       Jan-97
                                                                                                 $28.44       Jan-98
                                                                                                 $29.52       Jan-99
                                                                                                 $30.60       Jan-00
- --------------------------------------------------------------------------------------------------------------------
 50                                              1800          25,800     Jan-93      Jun-00     $19.47       Jan-93
                                                                                                 $21.12       Jan-96
                                                                                                 $26.75       Jan-97
                                                                                                 $27.80       Jan-98
                                                                                                 $28.86       Jan-99
                                                                                                 $29.91       Jan-00
- --------------------------------------------------------------------------------------------------------------------
 99   Century Park Investments                   2800          52,414     Jan-93      Dec-00     $19.20       Jan-93
          (52,414 square feet)                                                                   $21.20       Jan-95
                                                                                                 $25.20       Jan-97
                                                                                                 $27.50       Jan-99
                                                                                                 $29.50       Jan-01
                                                                                                 $33.50       Jan-03
- --------------------------------------------------------------------------------------------------------------------
136   HBO - Home Box Office                      4010          12,214     Jan-96      Apr-03     $22.80       Jan-96
          (77,904 square feet)                                                                   $25.20       Mar-98
- --------------------------------------------------------------------------------------------------------------------
137                                              4098             240     Jan-96      Apr-03     $12.00
- --------------------------------------------------------------------------------------------------------------------
139                                              4100          26,970     Mar-93      Feb-98     $22.80       Mar-93
                                                                                                 $25.20       Mar-98
                                                                          Option      Apr-03     $22.80       Mar-93
                                                                                                 $25.20       Mar-98
- --------------------------------------------------------------------------------------------------------------------
140                                              4200          26,970     Mar-93      Feb-98     $22.80
                                                                          Option      Apr-03     $25.20
- --------------------------------------------------------------------------------------------------------------------
141                                              4300           6,717     Mar-93      Feb-98     $13.20
                                                                          Option      Apr-03     $14.40
- --------------------------------------------------------------------------------------------------------------------
146                                              4360           3,393     Jan-96      Apr-03     $13.20       Jan-96
                                                                                                 $14.40       Mar-98
- --------------------------------------------------------------------------------------------------------------------
147                                              4370           1,400     Mar-93      Feb-98     $13.20
                                                                          Option      Apr-03     $14.40
- --------------------------------------------------------------------------------------------------------------------
 47   Kelco Realty                               1600          25,164     Jan-93      Dec-04     $15.50       Jan-93
          (50,858 square feet)                                                                   $17.43       Jan-95
                                                                                                 $21.41       Jan-97
                                                                                                 $23.40       Jan-99
                                                                                                 $25.39       Jan-01
                                                                                                 $29.38       Jan-03
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Major Tenant Roster for South Tower

                                     1 of 2


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

     The weighted average 1997 annual per-square-foot rental rates for the two
office towers are shown below. The figures include projected expense
reimbursements based on the discounted cash flow presented subsequently.

                           1997 PSF Ann.
     Component             Wtd Avg. Rent*
     ---------             --------------
     North Tower               $23.70
     South Tower               $25.15
     Total                     $24.45

     *including projected expense reimbursements

     Major Tenants

     The exhibit on the following pages summarizes the subject office tenants
with premises in excess of 40,000 square feet. As shown there are 12 tenants in
this category, ranging from 44,390 square feet (Transit Casualty) to 137,789
square feet (Johnson & Higgins). The business for the major tenants include
insurance firms (Johnson & Higgins), law firms (Sidley & Austin, Strook &
Strook, Foley, Lardner), entertainment (HBO), real estate (Kelco), and finance
(Bank of America). One of the major tenants, Barrister, is an executive suite
operator with several other westside locations. The 12 largest tenants have a
combined rentable area of 775,917 square feet, or about 34 percent of the total
office area for the two towers.

     Rollover Profile

     The accompanying charts detail the rollover profile for the existing
subject leases for the two subject office towers. The annual rollover is
summarized below.

                  Square Feet Expiring                       % of Total Office
Year           North Tower     South Tower        Total      Area (2,252,657 SF)
- ----           -----------     -----------        -----      -------------------
1997*            94,498          165,491         259,989            11.5%
1998            144,228           96,419         240,647            10.7%
1999            136,121           66,647         202,768             9.0%
2000             49,150          200,777         249,927            11.1%
2001            119,016           28,481         147,497             6.5%
2002             67,381           19,867          87,248             3.9%
2003            116,671           24,111         140,782             6.2%
2004             26,828          253,639         280,467            12.4%
2005             19,226           32,003          51,229             2.3%
2006                  0           44,322          44,322             2.0%
2007             18,877           92,006         110,883             4.9%
2008             38,003                0          38,003             1.7%
2009            191,229                0         191,229             8.5%
2010             44,192                0          44,192             2.0%
2011                  0           53,133          55,133             2.4%
               ---------       ---------       ---------            ----
               1,065,420       1,080,896       2,144,316            95.3%


*includes portion of 1996

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

                                       61


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================
      Tenant Name/                                          Occupied         Lease Dates        Minimum       Adjust
 No.  Description                                Suite        Sqft         Begin     Ending     Rent/PSF       Date
- --------------------------------------------------------------------------------------------------------------------
<S>   <C>                                        <C>          <C>         <C>         <C>        <C>          <C>
 49                                              1700         25,694      Jan-93      Dec-04     $15.50       Jan-93
                                                                                                 $17.57       Jan-95
                                                                                                 $21.59       Jan-97
                                                                                                 $23.60       Jan-99
                                                                                                 $25.61       Jan-01
                                                                                                 $29.62       Jan-03
- --------------------------------------------------------------------------------------------------------------------
119   Sidley & Austin                            3400         26,528      Feb-89      Jan-04      $0.00       Feb-89
        (94,007 square feet)                                                                      $0.00       Feb-93
                                                                                                  $0.00       Feb-94
                                                                                                 $34.35       Feb-96
                                                                                                 $35.38       Feb-97
                                                                                                 $36.44       Feb-98
                                                                                                 $37.54       Feb-99
                                                                                                 $38.66       Feb-00
                                                                                                 $39.82       Feb-01
                                                                                                 $41.02       Feb-02
                                                                                                 $42.25       Feb-03
- --------------------------------------------------------------------------------------------------------------------
121                                              3500         26,528      Feb-89      Jan-04      $0.00       Feb-89
                                                                                                  $0.00       Feb-93
                                                                                                  $0.00       Feb-94
                                                                                                 $34.35       Feb-96
                                                                                                 $35.38       Feb-97
                                                                                                 $36.44       Feb-98
                                                                                                 $37.54       Feb-99
                                                                                                 $38.66       Feb-00
                                                                                                 $39.82       Feb-01
                                                                                                 $41.02       Feb-02
                                                                                                 $42.25       Feb-03
- --------------------------------------------------------------------------------------------------------------------
133                                              3900         26,528      Feb-89      Jan-04      $0.00       Feb-89
                                                                                                  $0.00       Feb-93
                                                                                                  $0.00       Feb-94
                                                                                                 $34.35       Feb-96
                                                                                                 $35.38       Feb-97
                                                                                                 $36.44       Feb-98
                                                                                                 $37.54       Feb-99
                                                                                                 $38.66       Feb-00
                                                                                                 $39.82       Feb-01
                                                                                                 $41.02       Feb-02
                                                                                                 $42.25       Feb-03
- --------------------------------------------------------------------------------------------------------------------
135                                              4000         14,423      Feb-89      Jan-04      $0.00       Feb-89
                                                                                                  $0.00       Feb-93
                                                                                                  $0.00       Feb-94
                                                                                                 $34.35       Feb-96
                                                                                                 $35.38       Feb-97
                                                                                                 $36.44       Feb-98
                                                                                                 $37.54       Feb-99
                                                                                                 $38.66       Feb-00
                                                                                                 $39.82       Feb-01
                                                                                                 $41.02       Feb-02
                                                                                                 $42.25       Feb-03
- --------------------------------------------------------------------------------------------------------------------
148   Teledyne                                   4385          2,841                  Jul-11      $7.20       Aug-95
         (53,133 square feet)                                                                    $14.40       Aug-97
- --------------------------------------------------------------------------------------------------------------------
 45                                            1400-T         25,157      Aug-95      Jul-11     $23.40       Aug-95
                                                                                                 $25.80       Aug-02
                                                                                                 $30.00       Aug-06
- --------------------------------------------------------------------------------------------------------------------
 46                                            1500-T         25,135      Aug-95      Jul-11     $23.40       Aug-95
                                                                                                 $25.80       Aug-02
                                                                                                 $30.00       Aug-06
- --------------------------------------------------------------------------------------------------------------------
                SOUTH TOWER Totals (SF):                     449,949                 449,949 Total
====================================================================================================================
</TABLE>


Major Tenant Roster for South Tower

                                     2 of 2


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
Rollover        Tenant Name/                                     Occupied      Percentage        Expiry     Cumulative      Rollover
  Year     No.  Description                           Suite      Area (SF)     of Building        Date         SQFT          Percent
- ------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>  <C>                                   <C>         <C>            <C>             <C>           <C>             <C>
2000       72   Rubenstein/Justman                      2460        5,187         0.5%           Jan-00
           79   USA Network                             2530        2,566         0.2%           Apr-00
           80   USA Network                             2550        8,338         0.7%           Apr-00
           86   Centennial Federal                      2670        1,793         0.2%           Apr-00
           18   Transamerica                             700        7,831         0.7%           May-00
           95   Ken Linder                              2750        5,040         0.4%           May-00
           21   Tisdale Nicholson                        755        5,495         0.5%           Jun-00
           40   Barrister Executiv                      1100       25,221         2.2%           Jun-00
           41   Barrister Executiv                      1200       25,221         2.2%           Jun-00
           50   Barrister Executiv                      1800       25,800         2.3%           Jun-00
          105   Loepold Petrich                       3110-T        9,840         0.9%           Aug-00
           26   COMP USA                                 810        5,580         0.5%           Sep-00
           58   Tressler et al.                         2140        2,248         0.2%           Oct-00
           66   Economic Analysis                       2310        6,490         0.6%           Oct-00
           88   Behr & Robinson                         2690        6,114         0.5%           Oct-00
           16   Co-Counsel                               690        3,076         0.3%           Nov-00
           56   David Rosen                             2120        2,523         0.2%           Dec-00
           99   Century Park Inves                      2800       52,414         4.7%           Dec-00
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                            200,777        17.8%                          533,334        47.3%
- ------------------------------------------------------------------------------------------------------------------------------------
2001       33   Lennar Partners                        920-T        5,863         0.5%           Mar-01
           67   Anglo American                        2330-T        1,732         0.2%           Jul-01
           57   Queensland Trade Bureau                 2130        2,444         0.2%           Aug-01
           63   Gems Television                         2290        2,557         0.2%           Sep-01
           36   Amer. Multi-Cine                        1010        2,649         0.2%           Nov-01
           37   Amer. Multi-Cine                        1020        8,718         0.8%           Nov-01
           38   Amer. Multi-Cine                        1050        4,518         0.4%           Nov-01
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                             28,481         2.5%                         561,815         49.9%
- ------------------------------------------------------------------------------------------------------------------------------------
2002       30   Lifetime Entertainment                   840       10,070         0.9%           Jan-02
          126   Career Images                           1599        1,599         0.1%           Oct-02
          103   Prudential Insuran                      3090        8,198         0.7%           Dec-02
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                             19,867         1.8%                         581,682         51.6%
- ------------------------------------------------------------------------------------------------------------------------------------
2003      107   Kleinberg & Lange                       3180        8,264         0.7%           Feb-03
          136   HBO                                     4010       12,214         1.1%           Apr-03
          137   HBO                                     4098          240         0.0%           Apr-03
          146   HBO                                     4360        3,393         0.3%           Apr-03
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                             24,111         2.1%                         605,793         53.8%
- ------------------------------------------------------------------------------------------------------------------------------------
2004      119   Sidley & Austin                         3400       26,528         2.4%           Jan-04
          121   Sidley & Austin                         3500       26,528         2.4%           Jan-04
          133   Sidley & Austin                         3900       26,528         2.4%           Jan-04
          135   Sidley & Austin                         4000       14,423         1.3%           Jan-04
           59   Quisenberry                             2200       10,909         1.0%           Feb-04
           60   Quisenbury & Bamanbel                   2250        4,081         0.4%           Feb-04
           15   Search West                              650        7,170         0.6%           Mar-04
          123   City National Bank                      3600       26,720         2.4%           Apr-04
           75   Kaufman & Bernstei                      2500        7,722         0.7%           May-04
            2   Bank Of America                          100       14,190         1.3%           Sep-04
            3   Bank of America                          200       25,221         2.2%           Sep-04
            4   Bank of America                          300        5,980         0.5%           Sep-04
           73   Mahoney Coppenrath                      2490        5,575         0.5%           Oct-04
           74   Mahoney (Must Take)                     2490        1,206         0.1%           Oct-04
           47   Kelco Realty                            1600       25,164         2.2%           Dec-98
           49   Kelco Realty                            1700       25,694         2.3%           Dec-98
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                            253,639        22.5%                         859,432         76.3%
- ------------------------------------------------------------------------------------------------------------------------------------
2005      127   Hoi Tak                                 3750        5,150         0.5%           Jul-05
          128   Hoi Tak Expansion                       3760        1,695         0.2%           Jul-05
          124   Robins, Kaplan etc                    3700-T        12,464        1.1%           Aug-05
          144   Alschuler Grossman                      4350        3.037         0.3%           Dec-05
          151   Alschuler Grossman                      4400        9,657         0.9%           Dec-05
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                              32,003        2.8%                         891,435         79.1%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Stacking Plan for South Tower
                                     2 of 3


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
Rollover        Tenant Name/                                     Occupied      Percentage        Expiry     Cumulative      Rollover
  Year     No.  Description                           Suite      Area (SF)     of Building        Date         SQFT          Percent
- ------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>  <C>                                   <C>       <C>              <C>             <C>           <C>             <C>
2006       102  The Boston Group                      3000-T       18,522         1.6%           Jun-06
            51  Commonwealth of AS                      1900       25,800         2.3%           Aug-06
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                                            3.9%                           935,757       83.0%
- ------------------------------------------------------------------------------------------------------------------------------------
2007         7  NWQ Investment                           400       20,700         1.8%           Jun-07
           109  Proskauer Rose (26,720 sf)              3200       26,720         2.4%           Aug-07
           112  Proskauer Rose    (8,780 sf)            3300        8,780         0.8%           Aug-07
             9  Littler Mendelson                        500       25,221         2.2%           Oct-07
            11  Littler Mendelson                        610        5,384         0.5%           Oct-07
            12  Littler Mendelson                        620        2,216         0.2%           Oct-07
            13  Littler Mendelson                        630        1,400         0.1%           Oct-07
            14  Littler Mendelson                        640        1,585         0.1%           Oct-07
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                             92,006         8.2%                         1,027,763       91.2%
- ------------------------------------------------------------------------------------------------------------------------------------
2011       148  Teledyne                                4385        2,841         0.3%           Jul-11
            45  Teledyne                              1400-T       25,157         2.2%           Jul-11
            46  Teledyne                              1500-T       25,135         2.2%           Jul-11
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                             53,133         4.7%                         1,080,896       95.9%
- ------------------------------------------------------------------------------------------------------------------------------------
2025        54  Video Conference                        2090        1,631         0.1%           Dec-25
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                              1,631         0.1%                         1,082,527       96.1%
- ------------------------------------------------------------------------------------------------------------------------------------

             8  Vacant                                   405        4,521
            27  Vacant                                 820-V          746
            17  Unallocated Space                        699           72
            31  Unallocated  Space                       899          373
            48  Unallocated  Space                      1699           64
            65  Unallocated Space                       2299           52
            69  Unallocated Space                       2399          126
            82  Unallocated Space                       2599          283
           100  Unallocated Space                       2899          513
           101  Unallocated Space                       2999          513
           108  Unallocated Space                       3199           22
           111  Unallocated Space                       3299          192
           118  Unallocated  Space                      3399           80
           120  Unallocated  Space                      3499          192
           122  Unallocated  Space                      3599          192
           130  Unallocated Space                       3799          234
           132  Unallocated Space                       3899          194
           134  Unallocated Space                       3999          614
           138  Unallocated  Space                      4099          169
           150  Unallocated Space                       4399           36
            68  Vacant                                2350-V       17,452
            97  Vacant                                2770-V        1,341
             5  Vacant-Unisys                          305-V        8,937
             6  Vacant                                 310-V       10,304
           113  Vacant                                3301-V
           115  Vacant                                3350-V        7,395
           116  Vacant                                3380-V        1,569
           117  Vacant                                3390-V        3,505
           143  Vacant                                4320-V        3,367
           145  Vacant                                4350-V
           149  Vacant                                4390-V        2,384
           153  Vacant                                4450-V       14,300
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                             79,742         7.1%                         1,162,269      103.2%
- ------------------------------------------------------------------------------------------------------------------------------------
Adjust     109  Proskauer Rose (26,720 sf)              3200      -25,720        -2.4%           Aug-07
           112  Proskauer Rose (8,780 sf)               3300       -8,780        -0.8%           Aug-07
- ------------------------------------------------------------------------------------------------------------------------------------
                       Sub-Total (SF):                            -35,500        -3.2%                         1,126,769      100.0%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                Total Building NRA (SF):                        1,126,769                           Cumulative Rollover:      100.0%
====================================================================================================================================
</TABLE>


                                 Rollover Chart

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]


Stacking Plan for South Tower

                                     3 of 3


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
Rollover        Tenant Name/                                     Occupied      Percentage        Expiry     Cumulative      Rollover
  Year     No.  Description                           Suite      Area (SF)     of Building        Date         SQFT          Percent
- ------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>  <C>                                   <C>       <C>              <C>              <C>          <C>             <C>
            33  Neilsen Elggren                        900 &      8,289           0.7%            Apr-99
            19  Century Hospital                         520      8,677           0.8%            May-99
            29  Gallizio                                 830      1,168           0.1%            May-99
            31  Freid & Goldsman                         860      5,664           0.5%            May-99
            67  Singapore EcDvBank                      1540      1,354           0.1%            Jun-99
           107  Incas France                            3160      1,129           0.1%            Jun-99
            96  Exclusive Toy Company                   2870      1,371           0.1%            Aug-99
            68  Realty Administati                      1550      8,081           0.7%            Sep-99
            35  Norwest Mortgage                         930        934           0.1%            Oct-99
            66  Moreno Schlicht                         1530      2,912           0.3%            Nov-99
           101  Winkler Securities                      2980      1,278           0.1%            Nov-99
             2  Transit Casualty                         200     25,221           2.2%            Dec-99
           144  Transit Casualty                        4400     19,169           1.7%            Dec-99
            76  Danning Gill                          1900-T     18,892           1.7%            Dec-99
- ------------------------------------------------------------------------------------------------------------------------------------
                        Sub-Total (SF):                         136,121          12.1%                         374,847         33.3%
- ------------------------------------------------------------------------------------------------------------------------------------
2000        36  Westmount Managemt                       940      2,691           0.2%            Mar-00
            77  Dwyer Curlett                           1950      6,870           0.6%            Apr-00
            14  Suzy Vaughan (Must Take)                 448                      0.0%            Jun-00
            15  Suzy Vaughan                             450      1,752           0.2%            Jun-00
            51  Alexander Capital                       1140      2,194           0.2%            Jul-00
             1  United CA Bank                           100     14,190           1.3%            Aug-00
            52  Toho                                    1150      1,598           0.1%            Sep-00
            65  Kessler & Kessler                       1520      3,657           0.3%            Sep-00
            17  Bernstein & Fox                          500      6,168           0.5%            Nov-00
            18  Bernstein & Fox                          510      2,179           0.2%            Nov-00
            21  Licker & Ozurivich                       590      2,921           0.3%            Nov-00
            81  Jose Eber                               2080      4,930           0.4%            Dec-00
- ------------------------------------------------------------------------------------------------------------------------------------
                        Sub-Total (SF):                          49,150           4.4%                         423,997         37.7%
- ------------------------------------------------------------------------------------------------------------------------------------
2001        69  McCambridge                             2700     22,616           2.0%            Feb-01
            97  Garlick & Tack                          2890      1,925           0.2%            Feb-01
           104  Altschuler Melvoin                      3100     13,029           1.2%            May-01
           124  Banque de Paribas                       3900     10,712           1.0%            Jun-01
           116  Gibbs. Giden                            3400     26,720           2.4%            Sep-01
            86  JVC                                     2500     11,156           1.0%            Oct-01
            64  Valuation Couselor                      1510      2,183           0.2%            Oct-01
            63  Valuation Counslor                      1500      6,948           0.6%            Oct-01
            28  Phoenix, Duff & Phelps                   620      5,843           0.5%            Nov-01
            98  Societe Generale                        2900      9,793           0.9%            Nov-01
            61  Source Services                       1350-T      8,091           0.7%            Dec-01
- ------------------------------------------------------------------------------------------------------------------------------------
                        Sub-Total (SF):                         119,016          10.6%                         543,013         48.2%
- ------------------------------------------------------------------------------------------------------------------------------------
2002        20  Promax                                 555-T      5,275           0.5%            Mar-02
           122  Poms, Smith, Lande                      3760      4,418           0.4%            May-02
           123  Poms, Smith, Lande                      3800     27,143           2.4%            May-02
            56  Wasser Rosenson et al                   1200     13,084           1.2%            Sep-02
            71  Snipper Wainer Markoff                  1690      4,431           0.4%            Sep-02
           121  TBG Financial                           3720     13,030           1.2%            Dec-02
- ------------------------------------------------------------------------------------------------------------------------------------
                        Sub-Total (SF):                          67,381           6.0%                         610,394         54.2%
- ------------------------------------------------------------------------------------------------------------------------------------
2003       129  Gibson Dunn & Crut                      4000     26,888           2.4%            Feb-03
            16  Cohen & Primiani                         480      7,214           0.6%            Mar-03
             4  Cohen, Primiani & Fost                   400      5,545           0.5%            Apr-03
           103  Paine Webber                            3000     26,720           2.4%            May-03
            80  Prudential                            2050-T     12,403           1.1%            May-03
            99  Paterson Capital                        2920     12,627           1.1%            Aug-03
            87  Klein & Martin                          2550     14,785           1.3%            Sep-03
            73  Sitrick                                 1750      8,963           0.8%            Nov-03
            74  Sitrick & Company                       1760      1,526           0.1%            Nov-03
- ------------------------------------------------------------------------------------------------------------------------------------
                        Sub-Total (SF):                         116,671          10.4%                         727,065         64.6%
- ------------------------------------------------------------------------------------------------------------------------------------
2004        72  Tax Consulting Group                    1700     15,311           1.4%            Feb-04
            53  GDC                                     1160      3,036           0.3%            Jun-04
           105  Murphey Marsilles                       3110      8,481           0.8%            Dec-04
- ------------------------------------------------------------------------------------------------------------------------------------
                        Sub-Total (SF):                          26,828           2.4%                         753,893         67.0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


StackIng Plan for North Tower

                                     2 of 3

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
Rollover        Tenant Name/                                     Occupied      Percentage        Expiry     Cumulative      Rollover
  Year     No.  Description                           Suite      Area (SF)     of Building        Date         SQFT          Percent
- ------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>  <C>                                   <C>        <C>             <C>              <C>          <C>             <C>
2005        24  Xerox Expansion                        720-T         1,833        0.2%            Oct-05
            23  Xerox Corporation                      700-T        17,393        1.5%            Oct-05
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                               19.226        1.7%                           773,119       68.7%
- ------------------------------------------------------------------------------------------------------------------------------------
2007        93  Merrill Lynch                           2800        18,877        1.7%            Jun-07
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                               18.877        1.7%                           791,996       70.3%
- ------------------------------------------------------------------------------------------------------------------------------------
2008       130  California Commerce Bank                4100        27,023        2.4%            Jan-08
           131  California Commerce Bank                4200        10,480        0.9%            Jan-08
           137  California Commerce Ban                 4380           500        0.0%            Jan-08
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                               38.003        3.4%                           829,999       73.7%
- ------------------------------------------------------------------------------------------------------------------------------------
2009       117  Foley, Lardner, Weisbur                 3500        26.720        2.4%            Feb-09
           118  Foley, Lardner, Weisbur                 3600        26,720        2.4%            Feb-09
           119  Foley, Lardner, Weisbur                 3600                      0.0%            Feb-09
            62  Johnson & Higgins                       1400        25,157        2.2%            Mar-09
            82  Johnson & Higgins                       2100        25,800        2.3%            Mar-09
            83  Johnson & Higgins                       2200        25,800        2.3%            Mar-09
            84  Johnson & Higgins                       2300        25,800        2.3%            Mar-09
            85  Johnson & Higgins                       2400        25,800        2.3%            Mar-09
           133  Johnson & Higgins                       4300         9,432        0.8%            Mar-09
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                              191,229       17.0%                         1,021,228       90.7%
- ------------------------------------------------------------------------------------------------------------------------------------
2010       113  Seyfarth Shaw                           3270         1,523        0.1%            Dec-10
           114  Seyfarth Shaw                           3280         1,687        0.1%            Dec-10
           109  Seyfarth                                3210         6,957        0.6%            Dec-10
           108  Seyfarth Shaw                           3200         7,305        0.6%            Dec-10
           115  Seyfarth Shaw                           3300        26,720        2.4%            Dec-10
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                               44,192        3.9%                         1,065,420       94.6%
- ------------------------------------------------------------------------------------------------------------------------------------
             6  Conference Center                        410         2,420        0.2%
            25  Vacant                                 750-V         5,995        0.5%
            27  Vacant                                0810-V         2,367        0.2%
            46  Vacant-ISS-MTM                        1105-V           339        0.0%
            47  Vacant                                1110-V         1,164        0.1%
                Vacant                                  1210         3,241        0.3%
            69  Johnson & Higgins (N/A)                 1550                      0.0%
            78  Vacant                                2000-V         3,805        0.3%
            94  Vacant                                2850-V           853        0.1%
           111  Vacant                                3240-V         1,569        0.1%
           120  Vacant                                3700-V         9,319        0.8%
                Vacant                                  3999           417        0.0%
           132  Vacant                                4200-V        16,562        1.5%
           136  Vacant                                4380-V         3,404        0.3%
           138  Vacant                                4383-V         1,279        0.1%
           139  Vacant                                4385-V           995        0.1%
           142  Vacant                                4393-V         1,951        0.2%
           145  Vacant                                4450-V         4,788        0.4%
- ------------------------------------------------------------------------------------------------------------------------------------
                      Sub-Total (SF):                               60,468        5.4%                         1,125,888      100.0%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                Total Building NRA (SF):                         1,125,888                        Cumulative Rollover:        100.0%
====================================================================================================================================
</TABLE>


                                 Rollover Chart

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]



Stacking Plan for North Tower

                                     3 of 3

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



Rollover Exposure                                                         [LOGO]
CENTURY PLAZA TOWERS                                        CENTURY PLAZA TOWERS
2029 and 2049 Century Park East * Concourse (Retail) Level

<TABLE>
<CAPTION>
====================================================================================================================================
Rollover        Tenant Name/                                     Occupied      Percentage        Expiry     Cumulative      Rollover
  Year     No.  Description                           Suite      Area (SF)     of Building        Date         SQFT          Percent
- ------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>  <C>                                   <C>        <C>             <C>              <C>          <C>             <C>
1995        6   Wall Street Deli                      BLC-08      8,500          28.6%            Oct-96
            2   RealComm                              BLC-02        500           1.7%            Dec-96
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        9,000          30.3%                          9,000          30.3%
- ------------------------------------------------------------------------------------------------------------------------------------
1997       10   Samaha Celeb. Ctrs                    BLC-12        590           2.0%            Aug-97
           11   David Hunter                          BLC-13      1,020           3.4%            Oct-97
            8   Omega Travel                          BLC-10        650           2.2%            Nov-97
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        2,260           7.6%                         11,260          37.9%
- ------------------------------------------------------------------------------------------------------------------------------------
1998       16   Sutherland                            BLC-18      1,468           4.9%            Jun-98
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        1,468           4.9%                         12,728          42.8%
- ------------------------------------------------------------------------------------------------------------------------------------
1999        1   Kalousdian                            BLC-01        562           1.9%            Feb-99
           14   Emporium Plus                         BLC-16      2,070           7.0%            Oct-99
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        2,632           8.9%                         15,360          51.7%
- ------------------------------------------------------------------------------------------------------------------------------------
2000       15   Office Supplies                       BLC-17      1,475           5.0%            Mar-00
            5   Pasqua                                BLC-07      1,062           3.6%            Oct-00
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        2,537           8.5%                         17,897          60.2%
- ------------------------------------------------------------------------------------------------------------------------------------
2002        4   First L. A. Bank                      BLC-04      5,724          19.3%            Jun-02
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        5,724          19.3%                         23,621          79.5%
- ------------------------------------------------------------------------------------------------------------------------------------
2006       12   Emack & Bolio's                       BLC-14        850           2.9%            Jun-06
           18   Kourash Bakhshayandeh                 BLC-24      1,394           4.7%            Nov-06
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        2,244           7.5%                         25,865          87.0%
- ------------------------------------------------------------------------------------------------------------------------------------
            7   Unallocated                                         247           0.8%
            3   Always Vacant                         BLC-03        788           2.7%
            9   Vacant                                BLC-11        631           2.1%
           13   Vacant                                BLC-15      1,675           5.6%
           17   Always Vacant                         BLC-19        518           1.7%
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sub-Total (SF):                        3,859          13.0%                         29,724         100.0%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                   Total Building NRA (SF):                      29,724                          Cumulative Rollover:         100.0%
====================================================================================================================================
</TABLE>


                                 Rollover Chart

                                 Rollover Chart

                               [GRAPHIC OMITTED]

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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                                                            Income Approach
================================================================================

     The rollover profile for the subject during the first three years and five
years of the holding period totals 33 percent and 51 percent, respectively. As
shown in the chart, the maximum lease expirations during any single year totals
12.9 percent of the property, and the overall expiration schedule is distributed
fairly favorably. The subject expiration schedule for the first three and five
years was compared with the comparable sales data in the Sales Comparison
Approach. Excluding items I-1 (Century City North) the subject is positioned
generally below the comparable sales data when considered on total releasing
exposure during the first five years of the investment.

Market Rent

     The subject is located in Century City, and competes most directly with
other high-rise office properties in this submarket. The subject also competes
directly and indirectly with other buildings located in the adjacent westside
submarkets of Beverly Hills, Westwood, Brentwood, and Santa Monica. There is
also some secondary competition on the basis of cost from buildings located in
the Olympic corridor of West Los Angeles, the Miracle Mile, and Culver City.

Westside Los Angeles Market Rent Overview

     A general range in five-year effective rental rates for buildings in the
competitive westside markets is summarized below. The range is based on our
extensive office building appraisal experience in this market area. "Effective
Rental Rate" as used in this chart is defined as the average per-square-foot
rental rate received over the term of the lease by the landlord. The effective
rent incorporates adjustments for free rent received by the tenant. The figures
do not include deductions for variances in tenant allowances, and do not include
any adjustments for the "time value" of funds received over the term of the
lease. Actual rents for office buildings fluctuate considerably within each
submarket based on building quality, specific location within the submarket and
numerous other factors. Rental rates are also "dynamic" and can increase or
decrease with changes in market conditions.

             Typical 5-Year Effective FSG Rental Rates( Annual PSF)

Competitive                     Trophy
Submarkets                      Class            Class A           Class B
- ----------                      -----            -------           -------
Century City                    $36.00-$45.00    $24.00-$28.00     $21.00-$24.00
Santa Monica                    $30.00-$33.00    $27.00-$30.00     $21.00-$24.00
Olympic Corridor/West L.A.      $26.00           $24.00            $17.00
Miracle Mile/East Bev. Hills    N/A              $22.00            $16.00
Westwood                        $30.00-$33.00    $24.00-$27.00     $21.00
Brentwood                       $25.00           $24.00            $21.00
Bev.  Hills Triangle            N/A              $27.00-$30.00     $22.00
Culver City (Fox Hills)         N/A              $17.00-$22.00     $15.00

     The chart provides an overview of the "typical" 5-year market rental rates
for office buildings located in the competitive westside submarkets. The highest
rental rates for Class A buildings are achieved in the Century City, Beverly
Hills Triangle, Santa Monica, and

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                                                            Income Approach
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Westwood submarkets. The peripheral submarket locations in Culver City or the
adjacent Howard Hughes Center, or along the Olympic Boulevard corridor in West
Los Angeles achieve proportionately lower rental rates. The Miracle Mile
district located immediately east of Beverly Hills also includes several newer,
very good quality Class A buildings.

     The subject is a landmark property in a desirable westside market. Within
the Century City market the subject office towers are positioned in the upper
tier of the marketplace in terms of quality and appeal. There are two "trophy"
caliber buildings in Century City, the SunAmerica Tower (1999 Avenue of the
Stars) and Fox Plaza (2121 Avenue of the Stars.) These two properties have
historically been at or near full occupancy and achieve a rental premium above
all other buildings in the marketplace. The subject Century Plaza Towers are
positioned below these trophy properties, but are ranked as an upper tier Class
A property, with the remaining buildings in the market positioned to varying
degrees below the subject.

     We based market rent estimates for the subject on an analysis of current
quoted terms for currently available space in competitive Century City
buildings, a comparison with pending and signed leases for space in directly and
indirectly competitive properties, discussions with landlords and brokers
currently active in the market, and an analysis of recently signed subject
leases. The data is summarized on the accompanying pages and discussed below.

Century City - Quoted Rental Survey

     The asking rental survey on the following pages, conducted during November
and December, 1996 covers 20 competitive office properties located in the
Century City marketplace (including the subject). The survey summarizes the
current availabilities both a direct and sublease basis, and the quoted annual
per-square-foot rental rates. The competitive buildings are presented according
to name and location, building size, height, and age, parking facilities and
rates, and current availabilities and asking rental rates.

     The comparable rental data is categorized by ranking within the Century
City submarket, based on qualitative ratings, and is restated from the Market
Analysis section of this appraisal. The three "tiers", or categories of
properties were discussed in the Market Analysis. The discussion below provides
an overview of the competitive properties. Refer to accompanying aerial
photograph for locations.

     Item C-1 is the SunAmerica (formerly Broad Inc.) headquarters building
     located at 1999 Avenue of the Stars. This is the most recent development in
     Century City and one of the newest projects in Los Angeles, and represents
     the premier office property in southern California. The property was
     developed by JMB, who subsequently placed a participating mortgage on the
     property during January, 1991. The property is fully leased excluding
     sublease space. The major tenants include SunAmerica, (100,000 SF) which
     relocated to this building from Brentwood during the fourth quarter of
     1993, O'Melveny & Meyers (60,000 SF), Bear Stearns (50,000 SF), Morgan
     Stanley (25,000 SF), Perkins Coie (30,000 SF), Pircher Nichols & Meeks
     (40,000 SF), Ernst & Young (50,000 SF), Katten Muchin Zavis (60,000 SF),
     and Kaye Scholer (60,000 SF). Many of the leases were structured with
     initial contract rental rates in the range of $35 to $40

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<TABLE>
<CAPTION>
                                                            CENTURY CITY

                                     Rental and Occupancy Survey of Competitive Office Buildings

====================================================================================================================================
                                                  Building Information                                                     Overall
Item   Building Name I                    No.of        Area     Avg. Fir.    Year         Available Space (SF)          Availability
No.    Location                          Stories       (SF)     Area (SF)    Built        Floor(s)    Direct   Sublease     (SF)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                 <C>       <C>          <C>        <C>          <C>        <C>        <C>        <C>
C-11   Century Park Building               15        310,000      20,667     1970         Ground       8,720          0
       1800 Century Park East                                                               2-15     147,702          0      Total
                                                                                            ----     -------          -
                                                                                                     154,422          0    154,422
- ------------------------------------------------------------------------------------------------------------------------------------
C-12   The 1008 Building                   21        487,177      23,199     1970             17       3,618          0
       I Soft Century Park East                                                             2-21     110,568          0      Total
                                                                                            ----     -------          -
                                                                                                     114,186          0    114,186
- ------------------------------------------------------------------------------------------------------------------------------------
C-13   Gateway East                        14        308,000      22,000     1964         Ground       1,308          0
       1800 Avenue of the Stars                                                             4-14      13,427          0      Total
                                                                                            ----     -------          -
                                                                                                      14,735          0     14,735
- ------------------------------------------------------------------------------------------------------------------------------------
C-14   Gateway West                        14        242,900      17,350     1963         Ground       1,348          0
       1 801 Avenue of the Stars                                                            2-14      68,374          0      Total
                                                                                            ----     -------          -
                                                                                                      60,720          0     69,720
- ------------------------------------------------------------------------------------------------------------------------------------
C-15   1900 Avenue of the Stars            28        551,819      19.708     1969         Ground           0     21,427
       1900 Avenue of the Stars                                                             2-27      86,198          0      Total
                                                                                            ----     -------          -
                                                                                                      86,198     21,427    107,623
- ------------------------------------------------------------------------------------------------------------------------------------
C-18   1901 Avenue of the Stars            20        450,699      22.535     1968         5 & 19           0     11,256
       1901 Avenue of the Stars                                                             2-17      90,703          0      Total
                                                                                            ----     -------          -
                                                                                                      90,703     11,258    101,959
- ------------------------------------------------------------------------------------------------------------------------------------
                  Second Tier Totals      210      4,040,073      18.536                Occupied     674,652    107,420  Vacant
                                                                                                --------------------------
                                                                                                         782,142
                                                                                                         Total SF
====================================================================================================================================

<CAPTION>
====================================================================================================================================
                                            Quoted                   Occupancy      Parking        Monthly                   1996
Item   Building Name/                     Annual Rent        Lease      Ratio        Ratio/        Parking     Rentable      Taxes/
No.    Location                          PSF      PSF         Type    Incl. SL)     1,000 SF       Rates        Factor      Exp PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                              <C>      <C>          <C>     <C>             <C>            <C>         <C>        <C>
C-11   Century Park Building            $22.20 - $22.20       FSG       50.2%         3.00            $99        1.13        $8.70
       1800 Century Park East           $22.20 - $22.20       FSG                                    $105

- ------------------------------------------------------------------------------------------------------------------------------------
C-12   The 1008 Building                $21.00 - $21.00       FSG       75.6%         2.00           $121        1.20        $9.00
       I Soft Century Park East         $19.20 - $25.20       FSG                                    $143
                                                                                                     $258
- ------------------------------------------------------------------------------------------------------------------------------------
C-13   Gateway East                     $20.40 - $24.00       FSG       95.2%         2.00           $100        1.14        $8.50
       1800 Avenue of the Stars         $20.40 - $24.00       FSG                                    $185

- ------------------------------------------------------------------------------------------------------------------------------------
C-14   Gateway West                     $21.60 - $26,40       FSG       71.3%         2.00            $85        1.14        $7.50
       1 801 Avenue of the Stars        $21.60 - $28,40       FSG                                    $117
                                                                                                     $155
- ------------------------------------------------------------------------------------------------------------------------------------
C-15   1900 Avenue of the Stars         $20.40 - $20.40       FSG       80.5%         3.00           $100        1.14       $10.50
       1900 Avenue of the Stars         $22.20 - $28.20       FSG                                    $250

- ------------------------------------------------------------------------------------------------------------------------------------
C-18   1901 Avenue of the Stars         $19.00 - $24.00       FSG       77.4%         3.00           $100        1.14       $10.50
       1901 Avenue of the Stars         $22.20 - $26.40       FSG                                    $250

- ------------------------------------------------------------------------------------------------------------------------------------
                  Second Tier Totals    $21.10   $24.99               Averages        2.64           $106        1.14        $9.30
                                      Wtd.  Avg.  Rental Rate           80.6%                        $170
                                                                                                     $239
====================================================================================================================================
</TABLE>



<TABLE>
<CAPTION>
Third Tier - Class "B" Buildings                                                                                       November 1996
====================================================================================================================================
                                                  Building Information                                                     Overall
Item   Building Name/                     No.of        Area     Avg. Fir.    Year         Available Space (SF)          Availability
No.    Location                          Stories       (SF)     Area (SF)    Built        Floor(s)    Direct   Sublease     (SF)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                 <C>       <C>          <C>        <C>          <C>          <C>      <C>        <C>
C-17   ABC Entertainment Center            5         180,000      36,000     1975               Conc   18,258       0
       2020 Avenue of the Stars                                                                    3    2,400       0       Total
                                                                                                   -    -----       -
                                                                                                       20,658       0      20,558
- ------------------------------------------------------------------------------------------------------------------------------------
C-16   ABC Entertainment Center            5         180,000      38,000     1975         Plaza-Conc   14,250       0
       2040 Avenue of the Stars                                                                    4   37,238       0       Total
                                                                                                   -   ------       -
                                                                                                       51,406       0      51,486
- ------------------------------------------------------------------------------------------------------------------------------------
C-19   1930 century Park West              4          58,285      14,068     1972             Ground        0       0
       1930 Century Park West                                                                      0        9       0       Total
                                                                                                   -        -       -
                                                                                                            0       0           0
- ------------------------------------------------------------------------------------------------------------------------------------
C-20   Fox Sports Building                 5         115,000      23,000     1970             Ground        0       0
       10000 Santa Monica Blvd.                                                                    0        2       0       Total
                                                                                                   -        -       -
                                                                                                            0       0           0
- ------------------------------------------------------------------------------------------------------------------------------------
                      Third Tier Totals   19         331,265      27,901                    Occupied   72,144       0 Vacant
                                                                                                   --------------------
                                                                                                          72,144
                                                                                                         Total SF
====================================================================================================================================


<CAPTION>
====================================================================================================================================
                                            Quoted                   Occupancy      Parking        Monthly                   1996
Item   Building Name/                     Annual Rent        Lease      Ratio        Ratio/        Parking     Rentable      Taxes/
No.    Location                          PSF      PSF         Type    Incl. SL)     1,000 SF       Rates        Factor      Exp PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                              <C>      <C>          <C>     <C>             <C>            <C>         <C>        <C>
C-17   ABC Entertainment Center         $19.20 - $19.20       FSG       88.5%         3.00           $121        1.14       $13.74
       2020 Avenue of the Stars         $19.20 - $19.10       FSG                                    $225

- ------------------------------------------------------------------------------------------------------------------------------------
C-16   ABC Entertainment Center         $10.20 - $19.20       FSG       71.4%         3.00           $121        1.14       $13.74
       2040 Avenue of the Stars         $19.20 - $19.20       FSG                                    $225

- ------------------------------------------------------------------------------------------------------------------------------------
C-19   1930 century Park West            ---   -  ---         ---      100.0%         3.00           $100        1.13        $9.00
       1930 Century Park West            ---   -  ---         ---                                    $150

- ------------------------------------------------------------------------------------------------------------------------------------
C-20   Fox Sports Building               ---   -  ---         ---      100.0%         3.00           $110        1.18        $9.00
       10000 Santa Monica Blvd.          ---   -  ---         ---                                    $125
                                                                                                     $150
- ------------------------------------------------------------------------------------------------------------------------------------
                      Third Tier Totals $19.20 - $19.20               Averages        3.00           $113        1.14       $11.37
                                        Wtd. Avg. Rental Rate           86.4%                        $161
                                                                                                     $150
====================================================================================================================================
</TABLE>

                                                                       CUSHMAN &
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                                     Survey



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                                                            Income Approach
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     per-square-foot annually, and most included annually or periodic increases.
     This building essentially re-established an upper tier to the westside
     marketplace. The location adjacent to the Century City Shopping Center is
     considered a locational advantage in term of amenities. Much of the recent
     leasing activity has involved subleasing. As shown on the subsequent
     comparable lease chart, leases signed for space in this building during
     1995 and 1996 have contract rental rates of $35 per-square-foot or
     greater, and include annual increases. These leases also included
     relatively minimal tenant allowances. Recent leasing in this property has
     included Canadian Imperial Bank (3,700 SF), and Harvey Entertainment
     (7,200).

     Item C-2 is Fox Plaza, a "trophy" office tower located in the southerly
     portion of Century City, adjacent to the existing 20th Century Fox studio
     property. This 34-story building was developed in 1986 by Marvin Davis'
     group (Miller-Klutznick-Davis-Gray Company), who subsequently sold the
     property to a LaSalle fund in 1988 for about $450 per-square-foot. The
     building is currently 99 percent leased, and major tenants include 20th
     Century Fox, Christensen, White (65,000 square feet), Jeffers, Mangels
     Butler (65,000 square feet) Marvin Davis (45,000 square feet), and
     Proskaur, Rose, et al (40,000 square feet). Fox recently renewed its lease
     in this building for a 10-year term, covering 210,000 square feet at a
     reported effective rental rate of $27.00 per-square-foot (no tenant
     improvements). Jeffer, Mangels, et al, recently signed a 10,000 square foot
     lease for a 5 year term at an effective rent of $38 per-square-foot.
     Proskaur recently signed a lease to relocate to Century Plaza Towers during
     third quarter 1997.

     Item C-3 is the Century City North building, which recently sold to a fund
     advised by Heitman (refer to Sales Comparison Approach). This building
     enjoys unobstructed views to the north, and although completed in 1971 the
     property competes with the "upper tier" properties in the market. The
     building contains asbestos and is currently only partially fire
     sprinklered. Major tenants include Loeb & Loeb (38,000 SF), Princess
     Cruises (25,000 SF), Sitmar Cruises (60,000 SF), and Triad Artists (45,000
     SF). The contract rental rates for many of these tenants are above current
     market levels, and the rollover exposure for the building during 1997 is
     significant. There has been relatively little leasing in this property
     during the past two years due primarily to ownership issues. The quoted
     rental rates for currently available direct space is from $24.00 to $30.00
     per-square-foot annually. The new ownership is expected to invest
     significant additional capital in the property and to increase rental
     rates.

     Items C-6 and C-7 represent the Northrop Plaza project, a two-building
     development located at the adjacent to the southeast corner of Century Park
     East and Santa Monica Boulevard. The buildings were completed in 1970 and
     1984 by Northrop Corporation, who sold the buildings in February, 1990 to
     CalSTRS for approximately $400 PSF of rentable area, subject to a 10-year
     leaseback for a significant portion of the space to Northrop (130,000 SF).
     Several of the major tenants in these buildings at the time of sale,
     including O'Melveny and Meyers and Bear Sterns, subsequently relocated
     (prior to the end of their lease terms) to the new 1999 Avenue of the Stars
     development (refer to C-1). The project is currently 95 percent leased on a
     direct basis. The quoted

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     rental rate for the available space is from $21.60 to $24.00
     per-square-foot annually. A major lease for an 80,000 square-foot premises
     and building top signage was signed during 1995 with Herbalife. The tenant
     relocated from a portion of its premises in an LAX building. The 10-year
     lease has an initial per-square-foot rent of $21.60, with an increase to
     $25.20 in year six. The tenant received a $50 per-square-foot buildout
     allowance. Leasing activity during 1996 has included Near North Insurance
     (16,000 SF), Inter Office (17,000 SF) and Korn Ferry (30,000 SF).

     Item C-8 is the Century Park Plaza building, which was completed in 1973,
     and contains asbestos materials. A fire sprinkler/life safety system is
     currently being installed. The property is currently 88 percent leased. The
     major tenants include Barrister's Executive Suites (30,000 SF), Troy &
     Gould (30,000 SF), Admarketing (25,000 SF), Daniels & Baretta (20,000 SF),
     Goldman & Kagon (15,000 SF), and Caesars World (15,000 SF). The rollover
     exposure from existing tenants in this building includes nearly 40 percent
     of the property during 1997-1998. Recent leasing activity in this building
     has been structured at effective rents from about $20 to $24
     per-square-foot with relatively minimal tenant allowances. The building has
     relatively small floorplates and offers excellent views.

     Items C-9 and C-10 are the Watt Towers, "twin" 23-story office towers
     completed in 1982 and containing a combined rentable area of 824,000 SF.
     The major tenants in these buildings include entertainment, law, and
     accounting firms, including Price, Raffel and Associates Cineplex Odeon,
     Imagine Films, Towers, Perrin, Foster, and Crosby. The project is currently
     91 percent leased on a direct basis, and the quoted rental rate for
     available office space is from $19.20 to $25.20 per-square-foot annually.
     Recent leases for tenants in the 2,000 to 20,000 SF range have been
     structured at three- and five-year effective rental rates in the $19.00 to
     $21.00 per-square-foot range with minimal tenant allowance. The landlord
     has reportedly experienced difficulty funding tenant improvements, and the
     lease transactions (refer to comparable lease chart) reflect low rental
     rates due to "as is" or minimal buildout.

     Item C-11 is the Century Park building, which has recently been
     aggressively leasing space. A capital program for fire sprinkler
     installation and related asbestos abatement was recently completed. The
     landlord reportedly has sufficient capital and has been negotiating
     "build-to-suit" leases with significant tenant improvements for raw space
     (which has been abated). The building is currently 50 percent leased on a
     direct basis, and the quoted asking rental rate for available space is
     $22.20 per-square-foot annually. As shown on the subsequent comparable
     lease exhibit there has been significant new leasing in the building during
     1996, including major leases to Price Waterhouse (37,000 SF) and Coopers &
     Lybrand (21,000 SF), Electric Ideas (30,000 SF) and Left Bank Advertising
     (10,000 SF). Effective rental rates for recent leases have ranged from
     approximately $21.00 to $25.50 per-square-foot for 5- to 10-year lease
     terms. This building has contiguous space available up to approximately
     40,000 square feet.

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     Item C-12 is 1888 Century Park East, formerly the Orion Pictures Building.
     The property was completed during 1970, is partially fire sprinklerd and
     partially abated of asbestos. The major tenants include Turner
     Broadcasting (75,000 SF), Orion Pictures (50,000 SF), and Armstrong &
     Hirsch (25,000 SF). Turner recently merged with Time Warner and has begun
     to reduce its staffing level at this and other locations in the westside
     market. Orion recently agreed to terms for a renewal and expansion of its
     premises to about 85,000 square feet for a 7-year term. The tenant will
     achieve a low effective rental rate of about $18.00 over the term, but the
     space is considered the least desirable in the building and the landlord
     will provide minimal tenant improvements. The property is currently 77
     percent leased on a direct basis, excluding the Orion renewal and expected
     future downsizing by Turner. Available space is being marketed at asking
     rents from $19.20 to $25.20 per-square-foot.

     Items C-15 and C-16 are assets of Shuwa Corporation, who acquired the
     properties in 1986. The buildings contain asbestos and have been in the
     process of abatement and fire/life safety retrofit during the past several
     years. Other capital work involving upgrading the mechanical and elevator
     systems and common areas has also been in progress. The two properties have
     a combined rentable area of 1,002,518 square feet. Major tenants include
     Greenberg, Glusker, which renewed in 1995 for approximately 75,000 SF,
     Sonnenblick Goldman, Winberg Zipser, and Gipson Hoffman. The buildings are
     currently 82 percent leased on a direct basis. Other new and renewal
     leasing in these buildings during the past two years included Fenigstein &
     Kaufman (12,000 SF), Folger & Levin (8,600 SF), and Sanders, Barnet (15,000
     SF), as well as, several smaller tenants including City News Service (3,400
     SF). The landlord (Shuwa) has experienced capital problems in recent years,
     and reportedly does not have funds for tenant improvements or leasing
     commissions, so the property has not been "actively" marketed for lease.

     Comparable Century City Lease Data

     The exhibit on the accompanying pages summarizes the terms of 43 leases
signed for space in seven Century City office buildings during roughly the past
18 months. The data includes leases in a range from "top tier" to "second tier'
buildings, as categorized previously. The subject is rated in the "top tier' of
Century City buildings, positioned within this category below SunAmerica Center
(CC-1) and Fox Plaza, and above Century City North (CC-5) on the comparable
lease exhibit.

     The leases cover a range in tenant sizes, rental rates, and concessions
packages. While the structure of the leases in the market can. vary
significantly in terms of tenant allowances and other concessions, the overall
lease packages are fairly consistent based on the relationship between the
relative appeal of the building and the discounted value of the lease to the
landlord. "Raw" space, or suites that have not been previously improved
represent a frequent exception, however, as the landlord must compete
economically in some cases in which second generation space can be used "as is"
or redemised at substantially reduced costs. The comparable lease chart includes
detail of the tenant sizes, contract rental

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<TABLE>
<CAPTION>
====================================================================================================================================
                                                             Annual PSF Rent
- -------  -------------------- ----- ----------- -------- --------- --------------- --------- ------------- ------------ ------------
                                                                                                                         Effective
Item    Property Location     Lease    Area       Term     Initial    Adjustments   Expense   Concessions/    Effective     Rent
No.                            Date Leased (SF)                                     Basis     Comments        FSG Rent   Adjusted 
                                                                                                                PSF       for Tls
- -------  -------------------- ----- ----------- -------- --------- --------------- --------- ------------- ------------ ------------
<S>                    <C>     <C>       <C>     <C>        <C>      <C>              <C>    <C>               <C>            <C>
                                                                                             $28 psf TI        5.5 years

                       d)      1996      16,700  120 mos.   $28.32   Avg. Over term   FSG    None free            $28.32      $25.62
                                                                                             $27 psf TI          5 years

                       e)      1996      17,000   60 mos.   $21.12       Flat         FSG    None free;           $21.12      $16.72
                                                                                             $22 psf TI          5 years

                       f)      1996      16,500  120 mos.   $24.00   Year 6: $26.40   FSG    9 mos. Free rent;    $23.40      $19.60
                                                                                             $38 psf TI         10 years

                       g)      1996      13,000   60 mos.   $19.80       Flat         FSG    None free;           $19.80      18.40
                                                                                             $7 psf TI           5 years

                       h)      1996       2,800   60 mos.   $20.40       Flat         FSG    None free;           $20.40      $19.40
                                                                                             $5 psf TI           5 years

                       i)      1995      80,000  120 mos.   $21.60   Year 6: $25.20   FSG    None free;           $23.40
                                                                                             $50 psf TI         10 years
                                                                                             Building Signage
                                                                                                                  
                       j)      1995       2,500   60 mos.   $19.80    Yr 3:  $22.80   FSG    $30 psf TI           $21.60      $15.60
                                                                                                                 5 years

                       k)      1995       1,500   48 mos.   $19.80       Flat         FSG    $10 psf TI           $19.80      $17.30
                                                                                                                 4 years

                       l)      1995       4,500   60 mos.   $20.40       Flat         FSG    $8 psf TI            $20.40      $18.80
                                                                                                                 5 years
- -------  -------------------- ----- ----------- -------- --------- --------------- --------- ------------- ------------ ------------
        Watt Plaza
        1875 Century Park East
        1925 Century Park East
                       a)      1996       6,000   36 mos.   $21.00       Flat         FSG    None free;           $21.00      $20.00
                                                                                             $3 psf TI           3 years

                       b)      1996      9,200    60 mos.   $20.76       Flat         FSG    1 mo. Free rent;     $20.41      $16.81
                                                                                             $18 psf TI          5 years

                       c)      1996     10,000    60 mos.   $20.40       Flat         FSG    None free;           $20.40      $19.40
                                                                                             $5 psf TI           5 years

                       d)      1996      19,000   66 mos.   $19.80       Flat         FSG    None free;           $19.80      $18.71
                                                                                             $6 psf TI           5 years

                       e)      1996       4,200   36 mos.   $20.88       Flat         FSG    $9 psf TI            $20.88      $17.88
                                                                                                                 3 years
====================================================================================================================================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                             Annual PSF Rent
- -------  -------------------- ----- ----------- -------- --------- --------------- --------- ------------- ------------ ------------
                                                                                                                         Effective
Item    Property Location     Lease    Area       Term     Initial    Adjustments   Expense   Concessions/    Effective     Rent
No.                           Date  Leased (SF)                                     Basis     Comments        FSG Rent   Adjusted 
                                                                                                                PSF       for Tls
- -------  -------------------- ----- ----------- -------- --------- --------------- --------- ------------- ------------ ------------
<S>                    <C>     <C>       <C>      <C>       <C>         <C>           <C>    <C>                <C>           <C>
                       c)      1996      15,000   60 mos.   $24.00       Flat         FSG    None                 $24.00      $24.00
                                                                                                                5 years

                       d)      1996       1,100   38 mos.   $21.60       Flat         FSG    2 mos. Free rent;    $20.46      $18.79
                                                                                             $5 psf TI          3 years

                       e)      1995       8,000   60 mos.   $19.56       Flat         FSG     $20 psf TI          $19.56      $15.56
                                                                                                                             5 years
====================================================================================================================================
</TABLE>



<PAGE>



<TABLE>
<CAPTION>
                               DISCOUNTED CASH FLOW ANALYSIS

        Century Plaza Towers * 2029 & 2049 Century Park East * 12 year holding period

=====================================================================================================
12-year holding period beginning 1/1/97     1                2                3                4
                                          CY 1997         CY 1998          CY 1999          CY 2000
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>              <C>              <C>
INCOME
  Potential Rental Revenue              53,288,604       57,678,506       59,223,958       60,829,894
  Absorption & Turnover Vacancy           (896,166)      (1,473,101)        (869,441)      (2,000,132)
  Base Rent Abatements                    (846,300)         (48,265)               0                0
  Miscellaneous Rental Revenue             533,804          342,027          199,661          176,828
  CPI & Other Adjustment Revenue           671,042          420,247          240,186          251,737
  Retail Sales Percent Revenue              44,366           46,634           48,844           42,775
  Expense Reimbursement Revenue          1,640,733        2,079,975        2,567,658        2,997,562
  Miscellaneous Revenue                 13,355,840       13,984,580       14,817,026       16,468,205
- -----------------------------------------------------------------------------------------------------
Potential Gross Income                  67,791,923       73,030,603       76,227,892       78,766,869
- -----------------------------------------------------------------------------------------------------
  Vacancy/ Collection Loss              (3,389,597)      (3,651,530)      (3,811,394)      (3,938,344)
  Average 13-yr Vacancy (%) is 7.4%            6.3%             7.0%             6.1%             7.5%
- -----------------------------------------------------------------------------------------------------
Effective Gross Income                  64,402,326       69,379,073       72,416,498       74,828,525
=====================================================================================================

EXPENSES
  Reimbursable Expenses                 22,834,447       23,726,827       24,540,151       25,282,122
  Office & Retail Expenses               3,331,128        3,447,718        3,568,388        3,693,281
- -----------------------------------------------------------------------------------------------------
Operating Expenses                      26,165,575       27,174,545       28,108,539       28,975,403
- -----------------------------------------------------------------------------------------------------
        Operating Expense Ratio               40.8%            39.2%            38.8%            38.7%

- -----------------------------------------------------------------------------------------------------
NET OPERATING INCOME                    33,236,751       42,204,528       44,307,959       45,853,122
=====================================================================================================

DEDUCTIONS
  Tenant Improvements                    5,283,032        3,886,214        2,685,925        3,893,783
  Leasing Commissions                    2,250,355        1,414,174          966,032        1,403,373
  Capital Costs & Reserves               8,140,477          703,333          488,989          506,103
- -----------------------------------------------------------------------------------------------------
Total Deductions                        15,673,864        6,003,721        4,140,946        5,803,259
- -----------------------------------------------------------------------------------------------------

=====================================================================================================
NET CASH FLOW                           22,562,887       36,200,807       40,167,013       40,049,863
=====================================================================================================

- -----------------------------------------------------------------------------------------------------
CASH ON CASH                                   4.8%             7.7%             8.6%             8.6%
- -----------------------------------------------------------------------------------------------------

<CAPTION>
=====================================================================================================
                                            5                6                7                 8
                                         CY 2001          CY 2002          CY 2003           CY 2004
- -----------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>              <C>              <C>
INCOME
  Potential Rental Revenue              61,991,627       63,116,000       65,715,369       66,983,676
  Absorption & Turnover Vacancy         (1,012,062)      (1,643,350)      (2,643,335)      (2,989,967)
  Base Rent Abatements                           0                0                0                0
  Miscellaneous Rental Revenue             110,897           79,558           78,865           66,288
  CPI & Other Adjustment Revenue           150,996          188,746          425,148          588,005
  Retail Sales Percent Revenue              72,578           76,218           79,985           83,884
  Expense Reimbursement Revenue          3,543,792        3,949,168        4,229,498        4,126,460
  Miscellaneous Revenue                 17,033,325       17,618,223       18,223,592       18,850,149
- -----------------------------------------------------------------------------------------------------
Potential Gross Income                  81,890,353       83,384,563       86,109,122       87,708,495
- -----------------------------------------------------------------------------------------------------
  Vacancy/ Collection Loss              (4,094,518)      (4,169,228)      (4,305,456)      (4,385,425)
  Average 13-yr Vacancy (%) is 7.4%            6.2%             7.0%             0.1%             8.4%
- -----------------------------------------------------------------------------------------------------
Effective Gross Income                  77,795,835       79,215,335       81,803,666       83,323,070
=====================================================================================================

EXPENSES
  Reimbursable Expenses                 26,146,674       26,949,726       27,779,556       28,648,952
  Office & Retail Expenses               3,822,548        3,956,336        4,094,807        4,238,126
- -----------------------------------------------------------------------------------------------------
Operating Expenses                      29,969,222       30,906,062       31,874,363       32,887,078
- -----------------------------------------------------------------------------------------------------
        Operating Expense Ratio               36.5%            39.0%            39.0%            39.5%

- -----------------------------------------------------------------------------------------------------
NET OPERATING INCOME                    47.826,613       48,309,273       49,929,303       50,435,992
=====================================================================================================

DEDUCTIONS
  Tenant Improvements                    2,157,564        4,248,378        4,802,702        5,848,227
  Leasing Commissions                      722,538        1,909,067        2,104,034        2,230,783
  Capital Costs & Reserves                 523,817          542,151          561,126          580,765
- -----------------------------------------------------------------------------------------------------
Total Deductions                         3,403,919        6,699,596        7,467,862        8,659,775
- -----------------------------------------------------------------------------------------------------

=====================================================================================================
NET CASH FLOW                           44,422,694       41,609,677       42,461,441       41,776,217
=====================================================================================================

- -----------------------------------------------------------------------------------------------------
CASH ON CASH                                   9.5%             8.9%             9.1%             8.9%
- -----------------------------------------------------------------------------------------------------

<CAPTION>
=======================================================================================================================
                                             9              10               11                 12             13
                                          CY 2005         CY 2006          CY 2007           CY 2008         CY 2009
- -----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>              <C>              <C>              <C>
INCOME
  Potential Rental Revenue              68,722,996       70,642,963       72,815,038       76,890,842       81,374,161
  Absorption & Turnover Vacancy         (2,344,820)      (1,168,811)      (3,347,980)      (3,409,998)      (4,446,164)
  Base Rent Abatements                           0                0                0                0                0
  Miscellaneous Rental Revenue              45,000                0                0                0                0
  CPI & Other Adjustment Revenue           733,900        1,063,393        1,245,476        1,281,145        1,612,954
  Retail Sales Percent Revenue              87,920           71,833           90,523           94,997           99,628
  Expense Reimbursement Revenue          4,143,034        4,690,617        5,171,225        4,923,941        4,591,552
  Miscellaneous Revenue                 19,498,637       20,169,821       20,864,496       21,583,486       22,327,639
- -----------------------------------------------------------------------------------------------------------------------
Potential Gross Income                  90,886,667       95,469,816       96,838,778      101,364,413      105,559,770
- -----------------------------------------------------------------------------------------------------------------------
  Vacancy/ Collection Loss              (4,544,333)      (4,773,491)      (4,841,940)      (5,068,221)      (5,277,989)
  Average 13-yr Vacancy (%) is 7.4%            7.6%             6.2%             8.5%             0.4%             9.2%

- -----------------------------------------------------------------------------------------------------------------------
Effective Gross Income                  86,342,334       90,696,325       91,996,833       96,296,192      100,281,781
=======================================================================================================================

EXPENSES
  Reimbursable Expenses                 29,604,813       30,626,456       31,508,479       32,545,319       33,568,297
  Office & Retail Expenses               4,386,460        4,539,987        4,698,887        4,863,347        5,033,565
- -----------------------------------------------------------------------------------------------------------------------
Operating Expenses                      33,991,273       35,166,443       36,207,366       37,408,666       38,601,862
- -----------------------------------------------------------------------------------------------------------------------
        Operating Expense Ratio               39.4%            38.6%            39.4%            38.8%            38.5%

- -----------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                    52,351,061       55,529,882       55,789,472       58,887,526       61,679,919
=======================================================================================================================

DEDUCTIONS
  Tenant Improvements                    5,235,768        2,416,851        4,812,694        8,807,143       10,548,638
  Leasing Commissions                    1,970,041        1,042,216        2,111,308        3,521,865        3,673,884
  Capital Costs & Reserves                 601,092          622,130          643,905          666,441          689,767
- -----------------------------------------------------------------------------------------------------------------------
Total Deductions                         7,806,901        4,081,197        7,567,907       12,995,449       14,912,289
- -----------------------------------------------------------------------------------------------------------------------

=======================================================================================================================
NET CASH FLOW                           44,544,160       51,448,685       48,221,565      724,371,186
=======================================================================================================================

- -----------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                   9.5%            11.0%            10.3%             9.8%              --
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

AVG. CASH ON CASH                           8.9%
FIVE YEAR AVERAGE                           7.8%
INITIAL CAP. RATE                           8.2%
- ------------------------------------------------
TERMINAL CAP. RATE                          9.0%
                                            1.0%
TRANSACTION COST
DISCOUNT RATE                              10.5%
- ------------------------------------------------
REVERSIONARY VALUE                  $678,479,109
- ------------------------------------------------
NET PRESENT VALUE (NPV)             $468,176,963
- ------------------------------------------------
NPV - Per Square Foot                    $205.13


===================================================================
                             VALUE MATRIX
                         Low-Range     Mid-Range          Hi-Range
     Discount Rate          10.0%            10.5%            11.0%
- -------------------------------------------------------------------
 Net Present Value   $486,746,442     $468,176,963     $450,536,426
         NPV (PSF)        $213.26          $205.13          $197.40
===================================================================

                   Total Bldg (SF):      2,282,381



                Net Operating Income (NOI) vs Net Cash Flow (NCF)

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

rates and adjustments, and concessions (including tenant improvements and free
rent). The "Effective FSG Rent PSF column shows the average annual rent over the
term of the lease after deducting for free rent. The "Effective Rent Adjusted
for TI's" column represents the previous effective rent adjusted for tenant
improvement allowances (not discounted) divided by the number of years in the
lease term.

     The comparable leases include several transactions which have relatively
lower rents due to the inability (in some cases) of the landlords to fund tenant
improvements. These leases are typically structured for relatively shorter terms
(three to four years) and have effective rents which generally bracket $20
per-square-foot. Watt Plaza (item CC-3) includes a number of these lower rental
rates in conjunction with minimal capital outlays by the landlord.

     Recent Subject Leasing Activity.

     The exhibit on the accompanying pages summarizes the terms of 19 recent
(1996) subject leases. The data is presented in order of elevation within the
buildings, with lowest floors presented first. The data excludes short-term
leases (generally three years of less).

     The 19 subject leases cover a range in premises sizes from 1,526 square
feet to 53,440 square feet, and have lease terms from five to 15 years in
length. The "effective" and "effective adjusted for TI" rents for the subject
leases are summarized below.

                           Range in               Range in PSF
     Lease Length          PSF Effective Rent     Effective Rent Adjusted for TI
     ------------          ------------------     ------------------------------
     5 Years               $22.80 - $28.92        $18.48 - $26.24
     Predominant:          $22.80 - $25.80        $20.54 - $23.20

     8-12 Years            $24.00 - $27.00        $20.71 - $22.39
     Predominant:          $25.80 - $26.52        $20.71 - $22.39

     The ranges in effective and adjusted effective subject rental rates
compares with the comparable lease data presented previously, and summarized
below.

     Top Tier Buildings
     ------------------

     Item CC-1 - SunAmerica

                           Range in               Range in PSF
     Lease Length          PSF Effective Rent     Effective Rent Adjusted for TI
     ------------          ------------------     ------------------------------
     5 Years               $31.83 - $39.92        $28.23 - $38.92

     Second Tier Buildings

     Item CC-2 - Northrop Plaza

                           Range in               Range in PSF
     Lease Length          PSF Effective Rent     Effective Rent Adjusted for TI
     ------------          ------------------     ------------------------------
     5 Years               $19.80 - $21.60        $15.60 - $19.40

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                                                                 Income Approach
================================================================================

     10 Years              $23.40 - $28.32        $18.40 - $25.62


     Item CC-3 - Watt Plaza
                           Range in               Range in PSF
     Lease Length          PSF Effective Rent     Effective Rent Adjusted for TI
     ------------          ------------------     ------------------------------
     5 Years               $19.80 - $20.41        $16.81 - $19.40


     Item CC-4 - 1880 Century Park East

                           Range in               Range in PSF
     Lease Length          PSF Effective Rent     Effective Rent Adjusted for TI
     ------------          ------------------     ------------------------------
     5 Years               $21.00                 $14.00 - $14.40


     10 Years              $22.20 - $25.56        $18.00 - $19.90


     Item CC-7 - 1801 Century Park East

                           Range in               Range in PSF
     Lease Length          PSF Effective Rent     Effective Rent Adjusted for TI
     ------------          ------------------     ------------------------------
     5 Years               $19.56-$24.00          $15.56 - $24.00


     The subject is rated in the "Top Tier" of the Century City market, but is
positioned in a "subclass" below 1999 Avenue of the Stars and Fox Plaza. The
comparison summarized in the tables above shows a strong trend in the
relationship between achievable market rents for the subject in comparison with
the other buildings in the market. The 1999 Avenue of the Stars data obviously
positions this property in a class well above the remaining buildings included
in this summary, while the recent subject lease data places the subject below
this premiere property but above the remainder of the properties.

     The subject lease data was presented in order of level, or floor within the
property. The lease dates for the subject lease data and the comparable leases
in the competitive properties cover a range of roughly 18 months prior to the
date of value for this appraisal. As discussed previously the vacancy rates in
the westside market in general and Century City in particularly have declined
measurably during this timeframe, including a decline in direct vacancy from
14.0 percent to 11.0 percent in the Century City market from year-end 1995 to
the end of third quarter, 1996. The top tier buildings throughout the westside
market area have very little space available for lease, and rental rates have
increased during the past six months. A shortage of "contiguous" blocks of large
space in the current market is another factor influencing rental rates upward.
within the Century City market only two buildings (1880 and 1888 Century Park
East) offered two full floors of contiguous space for direct lease during
November, 1996. The shortage of larger blocks of space suggests in conjunction
with


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                                                                 Income Approach
================================================================================

declining vacancy rates (including 3 full percentage points during the first
three quarters of 1996 in Century City) is creating market rent "spikes"
currently. The degree of these spikes and the duration of the market tightening
is not conclusively established as of the date of this appraisal.

     The terms of a market lease can vary substantially based on the tenant
allowance or other concessions requested by the tenant, the size of the
premises, creditworthiness of the tenant, level (floor) within the building, and
the length of the lease.

     Based on our analysis of the comparable data, including quoted terms and
actual leases for competitive buildings, recent subject leasing activity, and
discussions with market participants, we concluded the following average market
rental rates for the subject building.

Floors 1-24
                               FSG          Mos.        Per Rentable SF
                           Annual Rent      Free        Tenant Improvements
Lease Term Initial PSF     Adjustments      Rent        New             Renew
- ----------------------     -----------      ----        ---             -----
5 Years        $24.00      Flat             None        $17.50          $5.00

         Effective Rent Over Term (net of free rent):             $24.00

         Effective Rent Adjusted for New TI:                      $20.50

         Effective Rent Adjusted for Renewal TI:                  $23.00






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                                                                 Income Approach
================================================================================



                               FSG          Mos.        Per Rentable SF
                           Annual Rent      Free        Tenant Improvements
Lease Term  Initial PSF    Adjustments      Rent        New             Renew
- ----------  -----------    -----------      ----        ---             -----
10 Years        $24.00     10% Year 6       None        $25             $15
                            ($26.40)

         Effective Rent Over Term (net of free rent):             $25.20

         Effective Rent Adjusted for New TI:                      $22.70

         Effective Rent Adjusted for Renewal TI:                  $23.70

Floors 25-42
                               FSG          Mos.        Per Rentable SF
                           Annual Rent      Free        Tenant Improvements
Lease Term  Initial PSF    Adjustments      Rent        New             Renew
- ----------  -----------    -----------      ----        ---             -----
5 Years         $26.40     Flat             None        $17.50          $5.00

         Effective Rent Over Term (net of free rent):             $26.40

         Effective Rent Adjusted for New TI:                      $22.90

         Effective Rent Adjusted for Renewal TI:                  $25.40

                               FSG          Mos.        Per Rentable SF
                           Annual Rent      Free        Tenant Improvements
Lease Term  Initial PSF    Adjustments      Rent        New             Renew
- ----------  -----------    -----------      ----        ---             -----
10 Years        $26.40     10% Year 6       None        $25             $15
                            ($29.04)

         Effective Rent Over Term (net of free rent):             $27.72

         Effective Rent Adjusted for New TI:                      $25.22

         Effective Rent Adjusted for Renewal TI:                  $26.22

Floors 43-44
                               FSG          Mos.        Per Rentable SF
                           Annual Rent      Free        Tenant Improvements
Lease Term  Initial PSF    Adjustments      Rent        New             Renew
- ----------  -----------    -----------      ----        ---             -----
5 Years         $21.00     Flat             None        $17.50          $5.00



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                                                                 Income Approach
================================================================================

Other Income Sources

     Other revenue sources for the subject property have included parking
income, storage income, and miscellaneous other income sources including tenant
charges and direct HVAC and utility reimbursements. Projections for these
categories are discussed below.

     Parking Income

     We reviewed summaries of, operating statements submitted by Standard
Parking for the subject parking garage operation covering the period 1991
through 1995 (year end actual) and year-to-date (through June) 1996, as well as
a 1996 parking budget. The data is summarized on the accompanying page,
including a breakdown of revenues by category (monthly, validations, transient,
etc.). The "Total Expenses" line item includes only the parking operator's
expenses, and does not include expenses allocated to the subject garage by the
ownership, such as real estate taxes, insurance, repairs and maintenance and
other expenses discussed in more detail under the Expense section of the Income
Approach.

     The chart below summarizes the total "gross" parking revenues during the
period 1991 through budgeted 1996. We note that the figures below do not
coincide with the (single line item entry) parking revenues reported on the
financial statements we reviewed for comparable periods for the total property
(refer to subsequent exhibits for consolidated property operations).

     Period                               Total Parking Revenues
     ------                               ----------------------
     1991                                         $10,785,212
     1992                                         $10,015,983
     1993                                         $ 9,579,171
     1994                                         $10,294,005
     1995                                         $ 9,331,484
     1996 Budget                                  $10,513,600
     1996 Annualized (6 months)                   $10,681,184

     The subject occupancy level has increased during 1996 in comparison with
1993 through 1995 occupancy levels. Based on the 1996 actual and annualized data
for the first six months and the actual parking revenues over the past five
years we projected 1997 gross parking revenue at $10,700,000.

     Storage Revenues

     We reviewed a detailed storage analysis prepared by the anticipated future
property management (to be retained by new ownership). Storage space is
currently located in the parking garage, the lower level "core" of the two
towers, B-level area and below the ABC Entertainment Center. According to the
detailed analysis we reviewed (a copy is included in the Addenda), the property
contains 134,783 square feet of total storage area. The space is categorized as
1) leased subject to written agreements, 2) leased on month-to-month agreements,
3) vacant storage space, 4) potential storage space not currently leased, and 5)
storage space currently used (but not charged for) by contractors who have been
engaged in


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                                                                 Income Approach
================================================================================



subject construction projects (such as tenant improvement buildout). The
breakdown of the space is briefly summarized below.



     Storage Space Category                     Area (SF)
     ----------------------                     ---------
     Leased with Agreements                       51,477
     Leased Short-term                            18,188
                                                 -------
     Subtotal Leased                              69,665

     Vacant Storage                               27,951
     Potential Storage*                           29,256
     Contractor's Storage                          7,911
                                                 -------
     Subtotal Not Leased                          65,118

     Total Storage                               134,783
     Total excluding "Potential"                 105,527

     Current Occupancy (based on total)             51.7%

     Current Occupancy (excluding "potential)       66.0%

     *Subject to some minor reconfiguration or enclosure costs

     The historical and budgeted storage revenues (refer to subsequent exhibits
for detail) for the subject are summarized below.

                                           Annual PSF Based on
Year   Total Storage Revenue   Total (105,527 SF)   Current Occupied (69,665 SF)
- ----   ---------------------   ------------------   ----------------------------
1993         $752,437                 $7.13                     $10.80
1994         $703,995                 $6.67                     $10.11
1995         $725,169                 $6.87                     $10.41

     It is our understanding the per-square-foot rental rate range for current
storage agreements is general from $0.75 to $1.25 per-square-foot annually. As
shown by the chart above the most recent storage revenue rates were
approximately $10.40 per-square-foot annually on average based on occupied (and
leased) square feet. It is our understanding based on discussions with the
property management that the contractors currently using storage area are not
charged for the space, and the new ownership reported it plans to begin this
charge.

     We surveyed competitive Century City office buildings for current storage
charges and available space for lease as storage. The chart below summarizes the
data.

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                                                                 Income Approach
================================================================================


                                                          Annual
Building               Available Storage(SF)         Quoted SF Charge
- --------               ---------------------         ----------------
1999 Avenue of Stars   none available-waiting list   $21.00-$22.20 (most recent)
Fox Plaza              240 SF                        $22.80
10100 S. M. Blvd.      80-600 SF                     $15.00
Northrop Plaza         none available                $18.00 (most recent)
Waft Plaza             none available                $16.20 (most recent)
1801 Cent. Park E.     none available                $15.00 (most recent)

     Our investigations confirm that the storage space market in Century City is
"tight", and the subject storage space appears to be leased below market rents
on average. The space has reportedly not been aggressively marketed or managed,
and we concluded market conditions support projecting higher revenues from this
source. The subject should command rates at the upper end of the "second tier"
market and below 1999 Avenue of the Stars and Fox Plaza. We concluded a market
storage rent of $18.00 per-square-foot annually (gross) is reasonable for the
storage space, which results in the following "static" potential storage income
at full occupancy (based on current area of 105,527 square feet).

     105,527 SF x $18.00 PSF =                                 $ 1,899,486
     1995 Storage (Actual)                                        (725,169)
                                                               -----------
     Shortfall                                                 $ 1,174,317

     We projected subject storage revenue to increase to "market" levels over a
four-year period, as summarized below.

                    Inflated (3.5% Annually)
     Year           Stabilized Storage Income      Projected Storage Income
     ----           -------------------------      ------------------------
     1997           $1,900,000                     $1,021,748
     1998           $1,966,500                     $1,361,363
     1999           $2,035,327                     $1,723,500
     2000           $2,106,563                     $2,106,563

     Miscellaneous Income

     Excluding ABC Entertainment Center base) and percentage ground rent (not
included in this appraisal), expense reimbursements, which are calculated in the
cash flow model, and interest income, which has been excluded from this
analysis, the historical "Other" (miscellaneous) income for the subject is
summarized below.

     Year           Other Income
     ----           ------------
     1993           $2.049,783
     1994           $1,296,785
     1995           $1,424,797
     1996           No allocation available (included with other income sources)
     1997           No estimate


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                                                                 Income Approach
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     We projected miscellaneous "other income" at $1,400,000 annually based on
the most recent available statements.

Operating Expenses

     Overview of the Statements Reviewed

     Copies of the expense data for the subject property we received for review
are included in the Addenda. We were provided with copies of the "Statement of
Operations" for the subject property, including a breakdown by property
component, covering full years 1993, 1994, and 1995. These statements includes
details for each income component and each expense category for the following
"components" of the larger Century Plaza Towers development:

     Summary of Detail for 1993 through 1995 Statements

     North Tower
     South Tower
     ABC Entertainment Center    NOT A SUBJECT OF THIS APPRAISAL
     "B-Level" (Retail)
     Parking Garage
     Storage
     "Other"

     "Consolidated" (revenues and expenses all components in a consolidated
                     statement)

     We also received a copy of a 1995 expense statement which included an
allocation of "Recoverable" and "non-Recoverable" expenses (as determined by the
property management), by property component. A breakdown of expenses by this
type of classification (recoverable or non-recoverable) was not available for
other years.

     The available actual and projected year-end 1996 and budgeted 1997 data was
provided in a different format from the 1993 through 1995 data summarized above.
The 1996 data was provided as a single-page summary by income and expense
category for the property on a CONSOLIDATED basis only, with no breakdown of the
expense categories by subcategory or by property component. The 1997 budgeted
data was provided on a consolidated basis only, but included detail for each
category of income and expense (excluding other income, which was not included).
The 1997 budget was prepared by Tooley & Company, while the historical data and
the 1996 data was prepared by the current property management Premysis, an
entity related to the current ownership.

     Historical and Budgeted Expenses

     The subject income and expense exhibits on the following pages were
prepared by Cushman & Wakefield from the statements we reviewed. Due to the
inconsistent levels of detail, the data is presented with separated statements
for the years 1993 through 1995, 1996, and budgeted 1997. No detailed budget for
1996 was available for review. Copies of the statements summarized are included
in the Addenda.

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

                                       74

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>

                                                                                                    1993 Income & Expense Statements
[LOGO]                                                                                                          CENTURY PLAZA TOWERS
                                                                                  2029 and 2049 Century Park East * Century City, CA

<CAPTION>
====================================================================================================================================
                                                                         2,282,381 SF    Consolidation
                               Storage  (%)          Other        (%)       Totals    PSF       Report    PSF      Variance     PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>   <C>            <C>       <C>         <C>     <C>         <C>     <C>           <C>
Gross Income
 Rent Office. Apt. Indust       $7,447  0.0%            $0      0.0%   $42,411,374 $18.58  $42,411,374 $18.58            $0   $0.00
 Rent Commercial                    $0  0.0%            $0      0.0%      $707,422  $0.31     $707,422  $0.31            $0   $0.00
 Temporary Tenant Rent              $0  0.0%            $0      0.0%       $62,909  $0.03      $23,616  $O.O1       $39,293   $0.02
 Rent Percentage                  $206  0.0%            $0      0.0%      $878,140  $0.38     $917,433  $0.40      ($39,293) ($O.02)
 Rent Parking / Garage              $0  0.0%            $0      0.0%    $9,800,536  $4.29   $9,800,536  $4.29            $0   $0.00
 Rent Storage                 $368,322 49.0%            $0      0.0%      $752,437  $0.33     $752,437  $0.33            $0   $0.00
 Marketing Fund Revenue             $0  0.0%            $0      0.0%        $1,200  $0.00       $1,200  $0.00            $0   $0.00
 Rent Rey (Free Rent)               $0  0.0%            $0      0.0%      $261,952  $0.11     $261,952  $0.11            $0   $0.00
 Recovery of Expenses          ($1,315) 0.0%            $0      0.0%    $2,729,338  $1.20   $2,729,338  $1.20            $0   $0.00
 Rent Net Lease Taxes               $0  #DIV/0!         $0   #DIV/0!            $0  $0.00           $0  $0.00            $0   $0.00
 Misc. Tenant Charges          $19.800  2.2%            $0      0.0%      $910,825  $0.40     $910,825  $0.40            $0   $0.00
 Misc. Income                   $6,191  0.5%      $206,190     18.1%    $1,138,958  $0.50   $1,138,959  $0.50           ($1) ($O.00)
 Interest Income                    $0  0.0%       $63,233     19.6%      $323,163  $0.14     $323,163  $0.14            $0   $0.00
 Blanket Insur. Proceeds            $0  0.0%            $0      0.0%      $110,058  $0.05     $110,058  $0.05            $0   $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                 $400,651  0.7%      $269,423      0.4%   $60,068,312 $26.33  $60,088,313 $26.33          ($1)  ($0.00)

Operating Expenses
 Cleaning                           $0  0.0%      ($88,669)    -3.5%    $2,499,352  $1.10   $2,499,352  $1.10            $0   $0.00
 Utilities                          $0  0.0%            $0      0.0%    $7,526,712  $3.30   $7,526,711  $3.30            $1   $0.00
 Repairs & Maintenance          $1,934  0.1%     ($137,383)    -3.8%    $3,578,491  $1.57   $3,578,490  $1.57            $1   $0.00
 General Building                   $0  0.0%      ($62,465)    -1.7%    $3,749,714  $1.64   $3,749,716  $1.64           ($2) ($O.00)
 Administrative                $15,068  0.7%      ($33,328)    -1.7%    $2,011,157  $0.88   $2,011,154  $0.88            $3   $0.00
 Management Fee                 $9,532  0.7%     ($270,803)   -18.7%    $1,451,566  $0.64   $1,451,565  $0.64            $1   $0.00
 Properly Insurance                 $0  0.0%            $0      0.0%      $875,924  $0.38     $875,925  $0.38           ($1) ($0.00)
 Real Estate Taxes                  $0  0.0%            $0      0.0%    $2,889,013  $1.27   $2,689,814  $1.27           ($1) ($0.00)
 Other                            $282  0.2%            $0      0.0%      $164,698  $0.07     $164,699  $0.07           ($1) ($0.00)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                 $26,816  0.1 %    ($592,648)    -2.4%   $24,747,427 $10.84  $24,747,426 $10.84            $1   $0.00

====================================================================================================================================
Net operating Income          $373,835  1.1%      $862,071      2.4%   $35,340,885 $15.48  $35,340,887 $15.48          ($2)  ($O.00)
====================================================================================================================================

Deductions
 Interest on Encumbrances           $0  0.0%    $9,949,713     99.9%    $9,956,849  $4.36   $9,956,849  $4.36            $0   $0.00
 Depreciation Expense               $0  0.0%    $8,177,599     99.6%    $8,206,387  $3.60   $8,206,388  $3.60           ($1) ($0.00)
 Amort. Tenant Alterations          $0  0.0%            $0      0.0%    $3,699,789  $1.62   $3,699,789  $1.62            $0   $0.00
 Amort. Leasing Commissions         $0  0.0%            $0      0.0%      $762,064  $0.33     $762,064  $0.33            $0   $0.00
 Other Amortization                 $0  0.0%            $0      0.0%        $6,924  $0.00       $6,924  $0.00            $0   $0.00
 Amort. Mortg. Discount             $0  0.0%       $71,806    100.0%       $71,806  $0.03      $71,806  $0.03            $0   $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deductions                    $0  0.0%   $18,199,118     80.2%   $22,703,819  $9.95  $22,703,820  $9.95           ($1) ($O.00)

====================================================================================================================================
Net Cash Flow                 $373,835  3.0%  ($17,337,047)  -137.2%   $12,637,066  $5.54  $12,637,067  $5.54           ($1) ($0.00)
====================================================================================================================================

EXP_CCPT.XLS

</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                    1994 Income & Expense Statements
[LOGO]                                                                                                          CENTURY PLAZA TOWERS
                                                                                  2029 and 2049 Century Park East * Century CIty, CA
<CAPTION>
====================================================================================================================================
                                                                         2,282,381 SF    Consolidation
                               Storage   (%)         Other       (%)        Totals    PSF       Report    PSF      Variance     PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>   <C>            <C>       <C>         <C>     <C>         <C>     <C>           <C>
Gross Income
  Rent Office, Apt, Indust     $10,778  0.0%            $0      0.0%   $41,020,266 $17.97  $40,540,266 $17.76      $480,000   $0.21
  Rent Commercial                   $0  0.0%            $0      0.0%    $1,550,196  $0.68   $1,097,219  $0.48      $452,977   $0.20
  Temporary Tenant Rent             $0  0.0%            $0      0.0%       ($6,165)($O.00)    ($6,165) ($0.00)           $0   $0.00
  Rent Percentage                  $40  0.1%            $0      0.0%       $45,566  $0.02     $978,543  $0.43     ($932,977) ($0.41)
  Rent Parking / Garage       $375,732  3.6%            $0      0.0%   $10,541,647  $4.62  $10,165,915  $4.45      $375,732   $0.16
  Rent Storage                      $0  0.0%            $0      0.0%      $328,263  $0.14     $703,995  $0.31     ($375,732) ($0.16)
  Marketing Fund Revenue            $0  0.0%            $0      0.0%       $13,985  $0.01      $13,985  $0.01            $0   $0.00
  Rent Rev (Free Rent)              $0  0.0%            $0      0.0%    $3.003,482  $1.32   $3,003,482  $1.32            $0   $0.00
  Recovery of Expenses              $0  0.0%            $0      0.0%    $1,637,158  $0.72   $1,637,158  $0.72            $0   $0.00
  Rent Net Lease Taxes              $0  0.0%            $0      0.0%      $510,655  $0.22     $510,655  $0.22            $0   $0.00
  Misc. Tenant Charges         $19,808  2.2%            $0      0.0%      $919,213  $0.40     $919,213  $0.40            $0   $0.00
  Misc. Income                 $36,338  9.6%           ($8)     0.0%      $377,572  $0.17     $372,173  $0.16        $5,399   $0.00
  Interest Income                   $0  0.0%            $0      0.0%      $675,979  $0.30     $681,377  $0.30       ($5,398) ($O.00)
  Blanket Insur. Proceeds           $0  0.0%            $0      0.0%        $1,734  $0.00       $1,735  $0.00           ($1) ($0.00)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                 $442,696  0.7%           ($8)     0.0%   $60,619,551 $26.56  $60,619,551 $26.66            $0   $0.00

Operating Expenses
  Cleaning                        $314  0.0%            $0      0.0%    $2,462,618  $1.08   $2,462,618  $1.08            $0   $0.00
  Utilities                         $0  0.0%            $0      0.0%    $7,546,048  $3.31   $7,546,048  $3.31            $0   $0.00
  Repairs & Maintenance           $134  0.0%       $15,887      0.4%    $3,815,233  $1.67   $3.815,232  $1.67            $1   $0.00
  General Building                  $0  0.0%            $0      0.0%    $4,166,649  $1.83   $4,166,648  $1.83            $1   $0.00
  Administrative               ($8,686)-0.4%         ($912)     0.0%    $2,226,942  $0.98   $2,226,939  $0.98            $3   $0.00
  Management Fee               $11,458  0.8%            $0      0.0%    $1,474,663  $0.65   $1.474,663  $0.65            $0   $0.00
  Property Insurance                $0  0.0%            $0      0.0%    $1,458,020  $0.64   $1,458,019  $0.64            $1   $0.00
  Real Estate Taxes                 $0  0.0%            $0      0.0%    $2,999,758  $1.31   $2,999,757  $1.31            $1   $0.00
  Other                             $0  0.0%            $0      0.0%      $152,036  $0.07     $152,036  $0.07            $0   $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                  $3,220  0.0%       $14,975      0.1%   $26,301,967  $11.52 $26,301.960 $11.52            $7   $0.00

====================================================================================================================================
Net Operating income          $439,476  1.3%      ($14,963)     0.0%   $34,317,584  $15.04 $34,317,591 $15.04           ($7) ($0.00)
====================================================================================================================================

Deductions
  Interest on Encumbrances          $0  0.0%   $10,920,367     33.2%   $32,858,790 $14.40  $10,920,367  $4.78   $21,938,423   $9.61
  Depreciation Expense              $0  0.0%  ($70,512,130)   545.1%  ($12,935,123)($5.67)  $5,258,940  $2.30  ($18,194,063) ($7.97)
  Amort. Tenant Alterations         $0  0.0%            $0      0.0%    $3,071,816  $1.35   $6,007,260  $2.63   ($2,935,444) ($1.29)
  Amort. Leasing Commissions        $0  0.0%            $0      0.0%      $890,272  $0.39   $1,699,188  $0.74     ($808,916) ($0.35)
  Other Amortization                $0  0.0%            $0      0.0%       ($6,924)($0.00)     ($6,924)($0.00)           $0   $0.00
  Amort. Mortg. Discount            $0  0.0%       $71,806    100.0%       $71,806  $0.03      $71,806  $0.03            $0   $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deductions                    $0  0.0%  ($59,519,957)  -248.5%   $23,950,637  $10.49 $23,950,637 $10.49            $0   $0.00

====================================================================================================================================
Net Cash Flow                 $439,476  4.2%   $59,504,974    574.0%   $10,366,947  $4.54  $iO,366,954  $4.54           ($7) ($O.00)
====================================================================================================================================

EXP_CCPT.XLS

</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                    1995 Income & Expense Statements
[LOGO]                                                                                                          CENTURY PLAZA TOWERS
                                                                                  2029 and 2049 Century Park East * Century City, CA
<CAPTION>
====================================================================================================================================
                                                                         2,282,381 SF    Consolidation
                               Storage   (%)         Other       (%)        Totals    PSF       Report    PSF      Variance     PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>   <C>            <C>       <C>         <C>     <C>         <C>     <C>           <C>
Gross Income
  Rent Office, Apt, Indust     $14,050  0.0%            $0      0.0%   $43,699,133 $19.15  $43,219,133 $18.94      $480,000   $0.21
  Rent Commercial                   $0  0.0%            $0      0.0%      $592,445  $0.26   $1,072,445  $0.47     ($480,000) ($0.21)
  Temporary Tenant Rent             $0  #DIV/0!         $0  #DIV/0!             $0  $0.00           $0  $0.00            $0   $0.00
  Rent Percentage                   $0  0.0%            $0      0.0%    $1,104,532  $0.48   $1,104,531  $0.48            $1   $0.00
  Rent Parking / Garage             $0  0.0%            $0      0.0%   $10,014,278  $4.39  $10.014,278  $4.39            $0   $0.00
  Rent Storage                $359,766  49.6%           $0      0.0%      $725,169  $0.32     $725,169  $0.32            $0   $0.00
  Marketing Fund Revenue            $0  #DIV/0!         $0  #DIV/0!             $0  $0.00           $0  $0.00            $0   $0.00
  Rent Rev (Free Rent)          $2.083  0.4%            $0      0.0%      $511,917  $0.22     $511,916  $0.22            $1   $0.00
  Recovery of Expenses              $0  0.0%            $0      0.0%    $2,146,490  $0.94   $2,146,490  $0.94            $0   $0.00
  Rent Net Lease Taxes              $0  0.0%            $0      0.0%      $525,694  $0.23     $525,694  $0.23            $0   $0.00
  Misc. Tenant Charges         $20.130  2.6%            $0      0.0%      $784,188  $0.34     $784,188  $0.34            $0   $0.00
  Misc. Income                 $46,147  7.2%            $0      0.0%      $640,609  $0.28     $640,609  $0.28            $0   $0.00
  Interest Income                   $0  0.0%            $0      0.0%      $930,646  $0.41     $930,647  $0.41           ($1) ($O.00)
  Blanket Insur. Proceeds           $0  0.0%            $0      0.0%      $145,000  $0.06     $145,000  $0.06            $0   $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue                 $442.176  0.7%            $0      0.0%   $61,020,101 $27.09  $61,820,100 $27.09            $1   $0.00

Operating Expenses
  Cleaning                          $0  0.0%            $0      0.0%    $2,459,905  $1.08   $2,459,907  $1.08           ($2) ($O.00)
  Utilities                     $4,563  0.1%            $0      0.0%    $7,140,903  $3.13   $7,140,902  $3.13            $1   $0.00
  Repairs & Maintenance             $0  0.0%            $0      0.0%    $3,100,066  $1.36   $3,100,066  $1.36            $0   $0.00
  General Building                  $0  0.0%            $0      0.0%    $4,221,748  $1.85   $4.221,748  $1.85            $0   $0.00
  Administrative                $5,734  0.4%          $805      0.1%    $1,464,360  $0.64   $1,464,360  $0.64            $0   $0.00
  Management Fee               $10.739  0.7%            $0      0.0%    $1,438,079  $0.63   $1,438,079  $0.63            $0   $0.00
  Property Insurance                $0  0.0%            $0      0.0%    $2,437,847  $1.07   $2,437,847  $1.07            $0   $0.00
  Real Estate Taxes                 $0  0.0%            $0      0.0%    $3,072,789  $1.35   $3,072,788  $1.35            $1   $0.00
  Other                         $1.317  0.9%          $329      0.2%      $141,615  $0.06     $141,816  $0.06           ($1) ($0.00)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses                 $22,353  0.1%        $1,134      0.0%   $25,477,512 $11.16  $25,477,513 $11.16           ($1) ($0.00)

====================================================================================================================================
Net Operating Income          $419,823  1.2%       ($1,134)     0.0%   $36,342,589 $15.92  $36,342,587 $15.92            $2   $0.00
====================================================================================================================================

Deductions
  Interest on Encumbrances          $0  0.0%   $10,717,862    100.0%   $10,717,862  $4.70  $10,717,862  $4.70            $0   $0.00
  Depreciation Expense              $0  0.0%     ($181,734)    -3.6%    $5,041,885  $2.21   $5,041,885  $2.21            $0   $0.00
  Amort. Tenant Alterations         $0  0.0%            $0      0.0%    $4,304,536  $1.89   $4,304,536  $1.89            $0   $0.00
  Amort. Leasing Commissions        $0  0.0%            $0      0.0%    $1.526,376  $0.67      $67,923  $0.03    $1,458,453   $0.64
  Other Amortization                $0  0.0%            $0      0.0%       $67,923  $0.03   $1,526,376  $0.67   ($1,458,453) ($0.64)
  Amort. Mortg. Discount            $0  0.0%       $71,806    100.0%       $71,806  $0.03      $71,806  $0.03            $0   $0.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deductions                    $0  0.0%   $10.607,934     48.8%   $21.730,388  $9.52  $21,730,388  $9.52            $0   $0.00

====================================================================================================================================
Net Cash Flow                 $419,823  2.9%  ($10,609,068)   -72.6%   $14,612,201  $6.40  $14,612,199  $6.40            $2   $0.00
====================================================================================================================================

EXP_CCPT.XLS

</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
1997 Budget for Income & Expenses
CENTURY PLAZA TOWERS
2029 and 2049 Century Park East * Century City, CA
              Total NRA (SF) 2,282,381                                                                             [LOGO]

<CAPTION>
====================================================================================================================================

                                Jan-97        Feb-97        Mar-97        Apr-97        May-97        Jun-97        Jul-97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>           <C>           <C>           <C>           <C>           <C>
Gross Income
  Base Rents                $4,107,848    $4,189,124    $4,394,824    $4,485,720    $4,491,611    $4,467,922    $4,451,399
  Current Escalation          $138,101      $137,731      $137,525      $137,525      $114,176      $113,596      $111,629
  Base Rents - Retail          $39,758       $39,758       $39,758       $39,758       $39,758       $39,758       $39,758
  Rental Income - Ground       $40,000       $40,000       $40,000       $40,000       $40,000       $40,000       $40,000
  Parking Revenue             $611,916      $611,916      $611,916      $611,916      $611,917      $611,917      $611,917
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue               $4,937,623    $5,018,529    $5,224,023    $5,314,919    $5,297,462    $5,273,193    $5,254,703

Operating Expenses
  Cleaning                    $208,100      $208,400      $216,600      $213,500      $218,600      $220,900      $239,400
  Utilities                   $562,332      $544,340      $537,538      $586,854      $572,915      $571,554      $565,368
  Repairs & Maintenance       $136,000      $126,000      $145,000      $151,000      $133,000      $130,700      $128,000
  Landscaping / Grounds        $15,800       $15,800       $15,800       $20,800       $25,800       $15,800       $15,800
  General Building            $146,505      $127,030      $126,030      $126,030      $126,030      $126,030      $126,150
  Security                    $112,937      $112,937      $112,937      $112,937      $112,937      $112,937      $112,937
  Administrative              $114,522      $103,522      $103,522      $106,722      $101,122      $101,122      $101,122
  Management Fee               $61,720       $62,732       $65,300       $66,436       $66,218       $65,915       $65,684
  Property Insurance          $193,864      $193,864      $193,864      $193,864      $193,864      $193,864      $193,864
  Real Estate Taxes           $380,375      $380,375      $380,375      $380,375      $380,375      $380,375      $380,375
  Business Tax & License            $0            $0            $0            $0            $0            $0       $66,000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses              $1,932,155    $1,875,000    $1,897,166    $1,958,518    $1,930,861    $1,919,197    $1,994,700

====================================================================================================================================
Net Operating Income        $3,005,468    $3,143,529    $3,326,857    $3,356,401    $3,366,601    $3,353,996    $3,260,003
====================================================================================================================================

Non-Reimburseable
  Legal & Accounting           $16,250       $16,250       $16,250       $41,250       $16,250       $31,250       $16,250
  Outside Services              $2,000        $2,000        $2,000        $2,000        $2,000        $2,000        $2,000
  Labor                        $19,333       $19,333       $19,333       $19,333       $19,333       $19,333       $19,333
  Lost Tenant Expense           $3,000        $3,000        $3,000        $3,000        $3,000        $3,000        $3,000
  Tenant Alterations            $2,000        $2,000        $2,000        $2,000        $2,000        $2,000        $2,000
  Travel & Promotion            $1,000       $11,000        $1,000        $1,000        $1,000        $1,000        $1,000
  Marketing Expense            $20,833       $20,833       $20,833       $20,833       $20,833       $20,833       $20,833
  Professional Fees             $5,000        $5,000        $5,000        $5,000        $5,000        $5,000        $5,000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Non-Reimb, Exp,          $69,416       $69,416       $69,416       $94,416       $69,416       $84,416       $69,416

Deductions
  Tenant Improvements          $64,088       $32,044       $32,049      $737,022      $320,444      $224,322      $256,355
  Leasing Commissions          $26,325        $9,991            $0      $334,677      $145,395      $114,945      $124,576
  Building                    $609,000      $609,000      $609,000      $609,000      $609,000      $609,000      $609,000
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deductions              $699,413      $651,035      $641,049    $1,680,699    $1,074,839      $948,267      $989,931

====================================================================================================================================
Net Cash Flow               $2,236,639    $2,423,078    $2,616,392    $1,581,286    $2,222,346    $2,321,313    $2,200,656
====================================================================================================================================


<CAPTION>
====================================================================================================================================

                                Aug-97        Sep-97        Oct-97        Nov-97        Dec-97         Totals       PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>           <C>           <C>           <C>           <C>            <C>
Gross Income
  Base Rents                $4,467,158    $4,589,682    $4,526,160    $4,609,489    $4,649,802    $53,430,739    $23.41
  Current Escalation          $111,618      $111,370      $104,665      $104,448      $103,083     $1,425,467     $0.62
  Base Rents - Retail          $39,758       $37,628       $35,607       $32,824       $32,824       $456,947     $0.20
  Rental Income - Ground       $40,000       $40,000       $40,000       $40,000       $40,000       $480,000     $0.21
  Parking Revenue             $611,917      $611,917      $611,917      $611,917      $611,917     $7,343,000     $3.22
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue               $5,270,451    $5,390,597    $5,318,349    $5,398,678    $5,437,626    $63,136,153    $27.66

Operating Expenses
  Cleaning                    $214,300      $212,800      $218,300      $229,250      $215,700     $2,616,050     $1.15
  Utilities                   $576,557      $561,181      $539,146      $515,058      $511,499     $6,644,342     $2.91
  Repairs & Maintenance       $130,000      $154,000      $138,100      $129,000      $146,000     $1,646,800     $0.72
  Landscaping / Grounds        $15,800       $20,800       $15,800       $15,800       $20,800       $214,600     $0.09
  General Building            $126,150      $126,150      $126,150      $126,150      $126,150     $1,534,555     $0.67
  Security                    $112,937      $112,937      $112,937      $112,937      $112,937     $1,355,244     $0.59
  Administrative              $101,122      $101,122      $101,122      $101,122      $101,122     $1,237,264     $0.54
  Management Fee               $65,881       $67,382       $66,479       $67,483       $67,970       $789,200     $0.35
  Property Insurance          $193,864      $193,864      $193,864      $193,864      $193,864     $2,326,368     $1.02
  Real Estate Taxes           $380,375      $380,375      $380,375      $380,376      $380,376     $4,564,502     $2.00
  Business Tax & License            $0            $0            $0            $0            $0        $66,000     $0.03
- ------------------------------------------------------------------------------------------------------------------------------------
Total Expenses              $1,916,986    $1,930,611    $1,892,273    $1,871,040    $1,876,418    $22,994,925    $10.07

====================================================================================================================================
Net Operating Income        $3,353,465    $3,459,986    $3,426,076    $3,527,638    $3,561,208    $40,141,228    $17.59
====================================================================================================================================

Non-Reimburseable
  Legal & Accounting           $16,250       $16,250       $16,250       $16,250       $16,250       $235,000     $0.10
  Outside Services              $2,000        $2,000        $2,000        $2,000        $2,000        $24,000     $0.01
  Labor                        $19,333       $19,334       $19,334       $19,334       $19,334       $232,000     $0.10
  Lost Tenant Expense           $3,000        $3,000        $3,000        $3,000        $3,000        $36,000     $0.02
  Tenant Alterations            $2,000        $2,000        $2,000        $2,000        $2,000        $24,000     $0.01
  Travel & Promotion            $1,000        $1,000        $1,000        $1,000        $1,000        $12,000     $0.01
  Marketing Expense            $20,833       $20,833       $20,833       $21,000       $21,000       $250,330     $0.11
  Professional Fees             $5,000        $5,000        $5,000        $5,000        $5,000        $60,000     $0.03
- ------------------------------------------------------------------------------------------------------------------------------------
Total Non-Reimb, Exp,          $69,416       $69,417       $69,417       $69,584       $69,584       $873,330     $0.38

Deductions
  Tenant Improvements          $96,133      $512,711      $256,355      $192,266      $480,666     $3,204,455     $1.40
  Leasing Commissions          $43,608      $230,067      $122,841       $82,798      $220,059     $1,455,282     $0.64
  Building                    $609,000      $609,000      $609,000      $609,000      $609,000     $7,308,000     $3.20
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deductions              $748,741    $1,351,776      $988,196      $884,064    $1,309,725    $11,967,737     $5.24

====================================================================================================================================
Net Cash Flow               $2,535,308    $2,038,791    $2,380,463    $2,573,990    $2,181,099    $27,300,161    $11.96
====================================================================================================================================


EXP-CCPT,XLS
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     The summarized data includes percentage allocations between the property
components for the years 1993 through 1995. The percentages are based on the
total consolidated expenses for each category. We analyzed the data and
projected the following expenses for the subject property. The conclusions are
presented by property component, allocated between recoverable and
non-recoverable expenses within each category, and a corresponding consolidated
(overall total for the towers, retail level, parking garage, and storage) total.
The "PSF Total" figures included in this analysis are based on the rentable
areas of the North and South Towers and B-Level retail (2,282,381 SF)

     Cleaning - This category has included the costs for contract cleaning,
     supplies, and waste removal. The largest component of this cost has been
     contract cleaning services, which include night cleaning and day porters.
     Century City office buildings are "unionized", and contract cleaning
     services are above the levels for non-union buildings in other submarkets.
     Historical and budgeted cleaning expenses for the subject are summarized
     below.

     Year                          Cleaning Expense      PSF Totals
     ----                          ----------------      ----------
     1993                          $2,499,352            $1.10
     1994                          $2,462,618            $1.08
     1995                          $2,459,905            $1.08
     1996 (projected)              $2,667,214            $1.17
     1997 (budget)                 $2,616,050            $1.15

     The 1993-1995 allocation between the property components (expressed as a
     percentage of the total) are summarized below. Totals equal more than 100%
     in some cases due to negative allocations to "other' category.

     Year   North Tower   South Tower   ABC   B-Level   Garage   Storage   Total
     ----   -----------   -----------   ---   -------   ------   -------   -----
     1993      47.4%         51.7%       0      2.5%     2.0%       0       104%
     1994      50.6%         48.0%       0      0.6%     0.8%       0       100%
     1995      51.2%         47.4%       0      0.6%     0.8%       0       100%

     The cleaning expenses allocated to the garage have been included in
     recoverable expenses based on our analysis of the 1995 information. We
     projected 1997 cleaning expenses based on full occupancy at $1.20
     per-square-foot annually, with 30% of this figure as variable. We modeled
     100% of these costs as recoverable expenses allocated to the two towers and
     the B-level retail. The indicated total cleaning expense at 100% occupancy
     is $2,738,857. We projected 100% of this expense as recoverable, allocated
     as follows:

                                Total Annual Expense         PSF Totals
                                --------------------         ----------
     Total Cleaning Expense:    $2,738,857 (at 100% occ)     $1.20
     Recoverable (100%)         $2,738,857                   $1.20



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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     Allocated:
     North Tower                $1.361,212 (49.7% of Rec)    $1.21 (NT Area)
     South Tower:               $1,361,212 (49.7% of Rec)    $1.21 (ST Area)
     B-Level:                   $   16,433 (0.6% of Rec)     $0.55 (B-Level)

     Utilities - This category has included electricity, oil, water, and
     chilled water, with "district" chilled water supplied by the Central Plants
     facility per the terms of a contract in effect since 1979. This contract
     can be canceled with 24 months notice, and (based on discussions with
     property consultants), the Central Plants ownership has offered a reduction
     in chargers for this service. Electricity and chilled water represent
     the largest components of utilities expenses for the subject. The
     historical and budgeted utilities expenses are summarized in the following
     chart.

     Year                       Utilities Expense            PSF Totals
     ----                       -----------------            ----------
     1993                       $7,526,712                   $3.30
     1994                       $7,546,048                   $3.31
     1995                       $7,140,903                   $3.13
     1996 (projected)           $6,940,068                   $3.04
     1997 (budget)              $6,644,342                   $2.91

     The 1993-1995 allocation between the property components (expressed as a
     percentage of the total) are summarized below.

     Year   North Tower   South Tower   ABC   B-Level   Garage   Storage   Total
     ----   -----------   -----------   ---   -------   ------   -------   -----
     1993      45.5%         40.4%       0.1%   2.8%     11.2%      0       100%
     1994      45.6%         39.1%       0      2.8%     12.5%      0       100%
     1995      45.6%         40.3%       0      2.6%     11.4%      0.1%    100%

     Based on a review of the 1995 detail (only year available) for recoverable
     expenses, approximately $523,000, or 7.3% of total utilities expenses were
     not included in the recovery pool for the office towers and retail tenants.
     Nearly all the non-recoverable utilities expense was allocated to the
     parking garage. The deregulation of utility companies and the
     pending/active discussions with the Central Plants ownership (the subject
     development represents the single largest client) suggest a savings can be
     achieved in utilities expenses during the first two years of the analysis.
     We estimated 1997 utilities expenses at $7,000,000 based on full occupancy,
     with 25% of the recoverable utilities expenses as variable with occupancy.
     We estimated 95% of the total (or $6,650,000) would be recoverable, and
     allocated the costs as follows.

                                Total Annual Expense         PSF Totals
                                --------------------         ----------
     Total Utilities Expense:   $7,000,000 (at 100% occ)     $3.07
     Recoverable (95%):         $6,650,000                   $2.91



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

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     Allocated:
     North Tower                $3,225,250 (48.5% of Rec)    $2.86 (NT Area)
     South Tower:               $3,225,250 (48.5% of Rec)    $2.86 (ST Area)
     B-Level:                   $  199,500 (3.0% of Rec)     $6.71 (B-Level)

     Garage/Non-Recoverable:    $  350,000

     Repairs and Maintenance - This category includes labor (engineers) and
     benefits, supplies, HVAC, elevator, other mechanical and electrical systems
     contract maintenance and supplies, general property repairs and maintenance
     including fire/life safety painting, locks, and miscellaneous other costs.
     The historical and budgeted repairs and maintenance expenses for the
     property are summarized below.

     Year                       Repairs/Maintenance Expense  PSF Totals
     ----                       ---------------------------  ----------
     1993                       $3,578,491                   $1.57
     1994                       $3,815,233                   $1.67
     1995                       $3,100,066                   $1.36
     1996 (projected)           $2,870,541                   $1.26
     1997 (budget)              $1,646,800                   $0.72

     According to written data we reviewed the higher repairs and maintenance
     expenses during 1994 are attributable to (in part) approximately $700,000
     (or $0.31 SF total) in earthquake-related repairs due to the Northridge
     earthquake. The 1997 budgeted repairs figure appears to be based on
     different categories and allocations than prior years (different
     management). The 1993-1995 allocation between the property components
     (expressed as a percentage of the total) are summarized below. Negative
     allocations to "Other" result in differences between totals and 100%.

     Year   North Tower   South Tower   ABC   B-Level   Garage   Storage   Total
     ----   -----------   -----------   ---   -------   ------   -------   -----
     1993      46.6%         51.7%       0      2.5%     3.6%       0.1%    105%
     1994      48.1%         45.7%       0.1%   1.3%     4.4%       0       100%
     1995      48.0%         47.2%       0      1.1%     3.8%       0       100%

     Based on a review of the 1995 detail (only year available) for recoverable
     expenses, approximately $210,000, or 6.8% of total repairs/maintenance
     expenses were not included in the recovery pool for the office towers and
     retail tenants. The garage-allocated costs for this category was included
     in the recovery pool for the towers. Nearly all the non-recoverable repairs
     expense was attributable to tenant suite alterations costs. Potions of
     these non-recoverable costs are typically reimbursed from the tenants, and
     we have considered this reimbursement in the Other Income categories
     discussed previously. We estimated 1997 repairs and maintenance


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

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     expenses at $1.35 per-square-foot of total area, or $3,031,214. We
     estimated 94% of the total (or $2,896,341) would be recoverable, and
     allocated the costs as follows.

                                Total Annual Expense         PSF Totals
                                --------------------         ----------
     Total R&M Expense:         $3,081,214                   $1.35
     Recoverable (94%):         $2,896,341                   $1.27

     Allocated:
     North Tower                $1,433,689 (49.5% of Rec)    $1.27 (NT Area)
     South Tower:               $1,433,689 (49.5% of Rec)    $1.27 (ST Area)
     B-Level:                   $   28,963 (1.0% of Rec)     $0.97 (B-Level)

     Non-Recoverable:           $  184,873 (allocated to North and
                                            South Towers at $0.08 PSF annually)

     General Building Expenses - This category has included costs for parking
     garage management and operation, security, landscaping, and miscellaneous
     building services including concierge and conference room expenses.
     Security costs have represented the largest component of this expense
     category. We allocated 1997 budgeted costs for three categories to General
     Building expenses for consistency reasons: General Building, Security, and
     Landscaping/Grounds. The 1997 budgeted parking revenues were expressed
     "net" of expenses, so the general building expenses for 1997 do not include
     garage expenses (and are accordingly lower). The historical and budgeted
     costs for this category are summarized below.

     Year                       General Building Expense     PSF Total
     ----                       ------------------------     ---------
     1993                       $3,749,714                   $1.64
     1994                       $4,166,649                   $1.83
     1995                       $4,221,743                   $1.85
     1996 (projected)           $3,922,549                   $1.72
     1997 (budget)              $3,104,399                   $1.36

     The 1993-1995 allocation between the Property components (expressed as a
     percentage of the total) are summarized below. Totals equal more than 100%
     in some cases due to negative allocations to "other' category.

     Year   North Tower   South Tower   ABC   B-Level   Garage   Storage   Total
     ----   -----------   -----------   ---   -------   ------   -------   -----
     1993      14.7%         15.0%       0      6.3%     65.7%      0       102%
     1994      14.6%         14.4%       0      5.1%     65.9%      0       100%
     1995      16.9%         16.9%       0      5.1%     61.1%      0       100%

     The parking garage expenses have represented the largest component of this
     category. We projected general building expenses for 1997 at $4,100,000.
     The garage operating expenses were assumed to be non-recoverable. The 1995
     data we


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

                                       78

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     reviewed indicated approximately $90,000 in "non-recoverable" security
     expenses had been allocated to the garage. We assumed these expenses would
     be included in the recovery pool for the office towers, however, based on
     typical practice for other office properties in this market. We modeled 49%
     of general building costs as recoverable expenses allocated to the two
     towers and the B-level retail.

                                Total Annual Expense         PSF Totals
                                --------------------         ----------
     Total Gen. Bid. Expense:   $4,100,000                   $1.80
     Recoverable (49%)          $2,009,000                   $0.88

     Allocated:
     North Tower                $875,000 (43.6% of Rec)      $0.78 (NT Area)
     South Tower:               $875,000 (43.6% of Rec)      $0.78 (ST Area)
     B-Level:                   $259,000 (12.9% of Rec)      $8,71 (B-Level)

     Garage/Non-Recoverable:    $2,091,000

     Administrative - This category has included management office expenses
     including payroll and benefits for onsite personnel, professional and legal
     fees, accounting costs, advertising and promotion, and various
     miscellaneous expenses. The historical and budgeted costs for this category
     are summarized below.

     Year                       Administrative Expense       PSF Total
     ----                       ----------------------       ---------
     1993                       $2,011,157                   $0.88
     1994                       $2,226,942                   $0.98
     1995                       $1,464,360                   $0.64
     1996 (projected)           $3,671,211                   $1.61
                                      (includes Management)
     1997 (budget)              $1,237,264                   $0.54

     The 1997 budget includes separate categories for non-recoverable components
     of expense which were included in the overall Administrative category for
     the prior years. The non-recoverable budgeted 1997 expenses (refer to
     "Non-Reimbursable" categories of previously summarized budget) $673,330,
     which provides an "adjusted" total administrative cost for budgeted 1997 of
     $1,237,264 + $673,330 = $1,910,594, or $0.84 per-square-foot of total
     rentable area. According to written text in a marketing package for the
     subject, a portion of the management fees for the property have
     historically been used to cover some administrative expenses relating to
     building personnel salaries and benefits.

     The 1993-1995 allocation between the property components (expressed as a
     percentage of the total) are summarized below. Totals equal more than 100%
     in some cases due to negative allocations to "other" category.


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

                                       79

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     Year   North Tower   South Tower   ABC   B-Level   Garage   Storage   Total
     ----   -----------   -----------   ---   -------   ------   -------   -----
     1993      54.1%         17.2%      26.0%    1.4%    2.2%       0.7%    102%
     1994      32.9%         50.1%      12.1%    4.2%    1.3%      -0.4%    100%
     1995      40.4%         50.7%     -16.4%   16.3%    8.5%       0.4%    100%

     The detailed back-up provided for 1995 indicated there were approximately
     $1 million in non-recoverable administrative expenses, including a
     significant portion of this cost ($393,000) in administrative labor. It is
     our understanding the ownership has also incurred significant legal fees in
     recent years due to litigation (now reported as resolved) with the
     leasehold ownership of the ABC Entertainment Center (not included in this
     appraisal). We concluded the proposed 1997 budgeted costs are supportable
     based on market costs for large office properties in this market.

     We projected administrative expenses for 1997 at a rounded $2,000,000,
     including $700,000 in non-recoverable costs, as detailed below. The
     non-recoverable administrative expenses were allocated to the two towers.

                                Total Annual Expense         PSF Totals
                                --------------------         ----------
     Total Admin. Expense:      $2,000,000                   $0.88
     Recoverable (65%)          $1,300,000                   $0.57

     Allocated:
     North Tower                $  640,900 (49.3% of Rec)    $0.57 (NT Area)
     South Tower:               $  640,900 (49.3% of Rec)    $0.57 (ST Area)
     B-Level:                   $   18,200 (1.4% of Rec)     $0.61 (B-Level)

     Towers/Non-Recoverable:    $700,000 ($0.31 PSF)

     Management Fees - This category considers the costs for offsite
     professional management services. Management fees can be based upon a
     percentage of effective gross income or a fixed per-square-foot cost. The
     historical and budgeted costs for the subject are summarized below.

     Year                       Management Fee Expense       PSF Total
     ----                       ----------------------       ---------
     1993                       $1,451,566                   $0.64
     1994                       $1,474,663                   $0.65
     1995                       $1,438,079                   $0.63
     1996 (projected)           N/A      (included in Administration)
     1997 (budget)              $  789,200                   $0.35

     The historical management fees have been approximately 2.5% of effective
     gross income, which is well above market costs for office properties of
     this size. The market management costs for a property of the subject's
     size, complexity, and total revenues is

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

                                       80

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     in the range of 1.0% to 1.5% of total effective gross income. We
     accordingly projected management fees at 1.25% of effective gross income.

     Insurance Expenses - This category includes insurance costs for general
     liability, property, and earthquake insurance. The chart below summarizes
     the historical and budgeted insurance expenses for the subject.

     Year                       Insurance Expense            PSF Total
     ----                       -----------------            ---------
     1993                       $  875,924                   $0.38
     1994                       $1,458,020                   $0.64
     1995                       $2,437,847                   $1.07
     1996 (projected)           N/A    (includes R.E. Taxes)
     1997 (budget)              $2,326,368                   $1.02

     The earthquake component of insurance expenses for southern California
     office building has increased dramatically since the January, 1994
     Northridge earthquake. This increase is reflected in the data summarized
     above.

     The 1993-1995 allocation of insurance expenses between the property
     components (expressed as a percentage of the total) are summarized below.
     Totals equal more than 100% in some cases due to negative allocations to
     "other" category.

     Year   North Tower   South Tower   ABC   B-Level   Garage   Storage   Total
     ----   -----------   -----------   ---   -------   ------   -------   -----
     1993      38.8%         40.8%       0.0%   0.0%    20.4%       0.0%    102%
     1994      45.3%         45.3%       0.2%   2.8%     6.3%       0.0%    100%
     1995      46.4%         46.1%       0      3.3%     4.3%       0.4%    100%

     We concluded the proposed 1997 budgeted insurance costs are supportable
     based on market costs for large office properties in this market, including
     earthquake expenses. We projected insurance expenses for 1997 at a rounded
     $2,350,000, as detailed below. The garage insurance expenses are
     recoverable, and the chart allocates these costs to the two towers for
     recovery purposes.

                                Total Annual Expense         PSF Totals
                                --------------------         ----------
     Total Insurance Expense:   $2,350,000                   $1.03
     Recoverable (100%)         $2,350,000                   $1.03

     Allocated:
     North Tower                $1,128,000 (48.0% of Rec)    $1.00 (NT Area)
     South Tower:               $1,128,000 (48.0% of Rec)    $1.00 (ST Area)
     B-Level:                   $   94,000 (4.0% of Rec)     $3.16 (B-Level)

     Real Estate Taxes - Taxes were estimated based on an assumed transfer of
     the property at the value conclusion in this appraisal (applied to the
     subject's tax rate). The historical and budgeted real estate taxes for the
     subject are summarized below.


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

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>
                                                                 Income Approach
================================================================================

     Year                       Real Estate Tax Expense      PSF Totals
     ----                       -----------------------      ----------
     1993                       $2,889,813                   $1.27
     1994                       $2,999,758                   $1.31
     1995                       $3,072,789                   $1.35
     1996 (projected)           N/A     (includes Insurance)
     1997 (budget)              $4,564,502                   $2.00

     The ABC Entertainment Center leasehold ownership is responsible for real
     estate taxes based on 21.025% of the land value, 1.25% of the garage value,
     and 100% of the leasehold improvements value. We excluded the leasehold
     improvements from this appraisal, and estimated that the Assessor will
     allocate assessed value (and accordingly taxes) in a manner consistent with
     historical percentages.

     The 1993-1995 allocation of real estate tax expenses between the property
     components (expressed as a percentage of the total) are summarized below.

     Year   North Tower   South Tower   ABC   B-Level   Garage   Storage   Total
     ----   -----------   -----------   ---   -------   ------   -------   -----
     1993      27.1%         26.9%       16.2%  1.6%     28.1%      0.0%    100%
     1994      27.1%         27.1%       16.2%  1.6%     28.0%      0.0%    100%
     1995      25.9%         28.2%       16.2%  1.6%     28.0%      0.4%    100%

     We concluded the proposed 1997 budgeted real estate tax costs are
     supportable based on the value conclusion in this appraisal and the
     proposed transfer price for the subject (excluding the taxes allocated to
     the ABC leasehold ownership). We projected real estate taxes for 1997 at a
     rounded $4,500,000, as detailed below. The garage real estate tax expenses
     are recoverable, and the chart allocates these costs to the two towers for
     recovery purposes.

                                Total Annual Expense         PSF Totals
                                --------------------         ----------
     Total R.E. Tax Expense:    $4,500,000                   $1.97
     Recoverable (100%)         $4,500,000                   $1.97

     Allocated:
     North Tower                $2,205,000 (49.0% of Rec)    $1.96 (NT Area)
     South Tower:               $2,205,000 (49.0% of Rec)    $1.96 (ST Area)
     B-Level:                   $   90,000 (2.0% of Rec)     $3.03 (B-Level)

     Reserves for Replacement - We included a deduction of $0.20 per-square-foot
     annually for ongoing replacement or short-lived capital items.


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                                                                 Income Approach
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     Capital Expenditures - We relied upon information provided by the buyer of
     the subject development in order to project appropriate capital deductions
     for capital work to be completed. We are not qualified to determine the
     costs, and we were not provided with specific estimates or bids for the
     costs. We recommend a prospective investor or lender conduct appropriate
     due-diligence, including retaining qualified consultants, in order to
     verify the reasonableness of the costs listed below.

     Based on discussions with representatives of the new property management
     firm we deducted the following costs for capital investment during the
     first year of the holding period (1997). The costs may actually be incurred
     over a longer period, but the deduction during the initial year will reduce
     the level of "discounting", and represents a more conservative method of
     considering these costs.

     Restroom Upgrades - We have been informed that the restrooms in the towers
     are in conformance with current codes, subject to variances in cases where
     full compliance is not reasonable. We note, however, that no independent
     report has been provided. Although restrooms on several floors have also
     been upgraded with new tiling and other improvements, it is our
     understanding that the restrooms on 77 of the floors in the two towers have
     not been upgraded with these "cosmetic" improvements. The estimated cost to
     complete the cosmetic improvements to the remaining restrooms is $50,000
     per floor, or a total cost of $3,850,000. Although not required under city
     codes, this upgrade will be important from a marketing perspective to
     enhance the property's position in the marketplace.

     Mechanical Upgrades - We deducted $916,000 for costs to upgrade mechanical
     systems, including (primarily) replacement of chilled water pumps and
     retrofitting of all air handling units.

     Fire/Life Safety - Although the buildings are reported as in compliance
     with codes for properties of the subject's age, newer buildings which
     compete with the subject typically have additional fire/life safety
     enhancements such as pressurized stairshafts. We deducted the estimated
     (per management-provided costs) of $704,000 for these improvements.

     Parking Garage Renovations - Based on costs provided by the management we
     deducted $2,214,000 to complete a number of improvements to the subject
     parking garage. These improvements include removing and replacing parking
     elevators, refurbishing escalator and elevator lobbies, painting columns
     and walls, upgrading lighting, and improving signage and circulation.

     The capital items summarized above total $7,684,000, which we deducted
     during the first year of the holding period.



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                                                                 Income Approach
================================================================================

     Vacancy and Collection

          Investors are primarily interested in the annual revenues an income
     property is likely to produce over a specified period of time rather than
     the income it could produce if it were always 100 percent occupied and all
     the tenants were paying their rent in full and on time. It is normally a
     prudent practice to expect some income loss as tenants vacate, fail to pay
     rent, or pay rent late.

          Including signed leases for tenants not yet in occupancy the three
     components of the subject property have current vacancy rates of 7.1
     percent (South Tower), 5.3 percent (North Tower) and 13.0 percent (B-Level
     Retail). The overall property has a vacancy level of 6.3 percent, or an
     implied occupancy of 93.7 percent. The rollover profile for current tenants
     is relatively favorable (refer to Occupancy discussions for detail). The
     exhibit on the accompanying page summarizes the vacancy levels by asset
     category (or "tier") for competitive office market survey for the 20
     Century City office buildings discussed in detail previously. As shown on
     the exhibit the overall competitive market has a current vacancy rate of
     10.6 percent on a direct basis, and 12.4 percent when sublease
     availabilites are included in the analysis. The subject is ranked in the
     "top tier" of the Century City market, and the five buildings (including
     the subject) in this category have a total area of 4,346,495 square feet.
     The direct and overall vacancy levels for this category are 4.5 percent and
     5.8 percent, respectively.

          As discussed in some detail in the Market Analysis the vacancy levels
     in the subjects westside Los Angeles office market have declined during the
     past two years, and several submarkets, including Century City, have
     experienced rather significant declines in vacancy during the first three
     quarters of 1996. The absence of new development during the first portion
     of this decade in conjunction with increasing net absorption during the
     past 24 months has resulted in improving market conditions.

          The subject development is ranked third in terms of overall quality
     and appeal in the Century City market (after 1999 Avenue of the Stars and
     Fox Plaza), and the two superior buildings have virtually no space
     available for lease. We concluded current market conditions support the
     following vacancy and collection deductions over the term of the holding
     period. Note that Parking revenues were based on actual historical income
     figures net of vacancy, so no additional vacancy deductions were applied to
     the parking revenue projections.

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                                                                 Income Approach
================================================================================


                       Vacancy and Collection Conclusions

     "Global" deduction:        5.0% against all revenues excluding parking

     "Lag" vacancy between leases:

          5-Year terms:         5 months (prior to weighting
                                for renewal probability)

          10-year terms:        10 month (prior to weighting
                                for renewal probability)

     Renewal Probability:       65%

     Implied weighted lag vacancy:

          5-Year terms:         2 months (rounded), or 3.3% based
                                on 60-month term

          1O-Year terms:        4 months (rounded), or 3.3% based
                                on 120-month terms

     Total vacancy deduction equals approximately 8.3% over term.

Discounted Cash Flow Analysis

     Investors in office properties typically forecast net operating income and
cash flows over a period of time which ranges from five to 15 years. This
projection is used to determine a purchase price justified by the degree of risk
inherent in the proposed investment.

     We modeled the following specific assumptions within the cash flow
projections for the property.

     1)   Holding Period - The cash flow projections were modeled on a calendar
          year basis beginning January 1, 1997. We modeled alternative 10
          through 12 year holding periods for the property to consider lag
          vacancy due to the rollover profile in the respective reversion years
          and the impact on the value of the property.

     2)   Income Projections - Existing tenants were modeled according to the
          terms of their leases. Current vacancies and all future rollover
          tenancies were modeled according to the market rent conclusions
          established previously.


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                                                                 Income Approach
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     3)   Growth Projections - Income and Expense growth rate assumptions are
          summarized below.

               Assumed CPI:                 3.5% Annually
               Operating Expenses:          3.5% Annually
               Real Estate Taxes:           2.0% Annually
               Tenant Improvements:         3.5% Annually
               Parking and Other Income:    3.5% Annually

               Market Rents:
               1997:                        0
               1998-2000:                   6.0% Annually
               2001 and after:              3.5% Annually


     4)   Expense Passthrough - Expense reimbursements were modeled for the
          current tenants based on the base year data provided by the
          management.

     5)   Vacancy and Collection Loss - As discussed previously we modeled the
          following vacancy and collection deductions within the cash flow
          projections:

               Global Vacancy &
                    Collection Loss:              5%

               Lag Vacancy Upon Rollover:
                    5-Yr. Terms:             5 months
                    10-Yr.  Terms:          10 months

          Lag Vacancy, Leasing Commissions, and Tenant Improvement Allowances
          were weighted for a 65% renewal probability:

     6)   Leasing Commissions - We modeled leasing commissions at 6% and 3%
          respectively for new 5- and 10-year tenants. Renewing tenants were
          modeled with one-half commission.

     7)   Reversion - The reversion was calculated by applying a reversion
          capitalization rate of 9.0 percent to the 11th, 12th, or 13th year's
          net operating income. Following a deduction for a 1.0 percent cost of
          sale, the reversion price was added to the previous years net cash
          flow prior to discounting.

     We used the Argus and Excel software programs to simulate the projected
operating characteristics for the subject property under the preceding
assumptions. The cash flows are presented on the following pages.


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                                                                 Income Approach
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<TABLE>

                                                    DISCOUNTED CASH FLOW ANALYSIS
                             Century Plaza Towers * 2029 & 2049 Century Park East * 11 year holding period

<CAPTION>
====================================================================================================================================
11-year holding period beginning 1/1/97    1               2               3               4               5               6
                                        CY 1997         CY 1998         CY 1999         CY 2000         CY 2001         CY 2002
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>
INCOME
  Potential Rental Revenue            53,288,604      57,678,506      59,223,958      60,829,894      61,991,627      63,116,000
  Absorption & Tumover Vacancy          (896,166)     (1,473,101)       (869,441)     (2,000,132)     (1,012,862)     (1,643,350)
  Base Rent Abatements                  (846,300)        (48,265)              0               0               0               0
  Miscellaneous Rental Revenue           533,804         342,027         199,661         176,828         110,897          79,558
  CPI & Other Adjustment Revenue         671,042         420,247         240,186         251,737         150,996         188,746
  Retail Sales Percent Revenue            44,366          46,634          48,844          42,775          72,578          76,218
  Expense Reimbursement Revenue        1,640,733       2,079,975       2,567,658       2,997,562       3,543,792       3,949,168
  Miscellaneous Revenue               13,355,840      13,984,580      14,817,026      16,468,205      17,033,325      17,618,223
- ------------------------------------------------------------------------------------------------------------------------------------
Potential Gross Income                67,791,923      73,030,603      76,227,892      78,766,869      81,890,353      83,384,563
- ------------------------------------------------------------------------------------------------------------------------------------
  Vacancy / Collection Loss           (3,389,597)     (3,651,530)     (3,811,394)     (3,938,344)     (4,094,518)     (4,169,228)

        Average vacancy (%) is 9.5%          8.0%            8.9%            7.9%            9.8%            8.2%            9.2%

- ------------------------------------------------------------------------------------------------------------------------------------
Effective Gross Income                64,402,326      69,379,073      72,416,498      74,828,525      77,795,835      79,215,335
====================================================================================================================================

EXPENSES
  Reimbursable Expenses               22,834,447      23,726,827      24,540,151      25,282,122      26,146,674      26,949,726
  Office & Retail Expenses             3,331,128       3,447,718       3,568,388       3,693,281       3,822,548       3,956,336
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses                    26,165,575      27,174,545      28,108,539      28,975,403      29,969,222      30,906,062
- ------------------------------------------------------------------------------------------------------------------------------------
        Operating Expense Ratio             40.6%           39.2%           38.8%           38.7%           30.5%           39.0%

- ------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                  38,236,751      42,204,528      44,307,959      45,853,122      47,826,613      48,309,273
====================================================================================================================================

DEDUCTIONS
  Tenant Improvements                  5,283,032       3,886,214       2,685,925       3,893,783       2,157,564       4,248,378
  Leasing Commissions                  2,250,355       1,414,174         966,032       1,403,373         722,538       1,909,067
  Capital Costs & Rerserves            8,140,477         703,333         488,989         506,103         523,817         542,151
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deductions                      15,673,864       6,003,721       4,140,946       5,803,259       3,403,919       6,699,596
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
NET CASH FLOW                         22,562,887      36,200,807      40,167,013      40,049,863      44,422,694      41,609,677
====================================================================================================================================

- ------------------------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                 4.8%            7.8%            8.6%            8.6%            9.5%            8.9%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
====================================================================================================================================
                                           7              8               9               l0              11                12
                                        CY 2003        CY 2004         CY 2005         CY 2006          CY 2007           CY 2008
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>              <C>              <C>
INCOME
  Potential Rental Revenue            65,715,369      66,983,676      68,722,996      70,642,963       72,815,038       76,890,842
  Absorption & Tumover Vacancy        (2,643,335)     (2,989,967)     (2,344,820)     (1,168,811)      (3,347,980)      (3,409,998)
  Base Rent Abatements                         0               0               0               0                0                0
  Miscellaneous Rental Revenue            78,865          66,288          45,000               0                0                0
  CPI & Other Adjustment Revenue         425,148         588,005         733,900       1,063,393        1,245,476        1,281,145
  Retail Sales Percent Revenue            79,985          83,884          87,920          71,833           90,523           94,997
  Expense Reimbursement Revenue        4,229,498       4,126,460       4,143,034       4,690,617        5,171,225        4,923,941
  Miscellaneous Revenue               18,223,592      18,850,149      19,498,637      20,169,821       20,864,496       21,583,486
- ------------------------------------------------------------------------------------------------------------------------------------
Potential Gross Income                86,109,122      87,708,495      90,886,667      95,469,816       96,838,778      101,364,413
- ------------------------------------------------------------------------------------------------------------------------------------
  Vacancy / Collection Loss           (4,305,456)     (4,385,425)     (4,544,333)     (4,773,491)      (4,841,940)      (5,068,221)

        Average vacancy (%) is 9.5          10.6%           11.0%           10.0%            8.4%            11.2%            11.0%

- ------------------------------------------------------------------------------------------------------------------------------------
Effective Gross Income                81,803,666      83,323,070      86,342,334      90,696,325       91,996,838       96,296,192
====================================================================================================================================

EXPENSES
  Reimbursable Expenses               27,779,556      28,648,952      29,604,813      30,626,456       31,508,479       32,545,319
  Office & Retail Expenses             4,094,807       4,238,126       4,386,460       4,539,987        4,698,887        4,863,347
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses                    31,874,363      32,887,078      33,991,273      35,166,443       36,207,366       37,408,666
- ------------------------------------------------------------------------------------------------------------------------------------
        Operating Expense Ratio             39.0%           39.5%           39.4%           38.8%            39.4%            38.8%

- ------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                  49,929,303      50,435,992      52,351,061      55,529,882       55,789,472       58,887,526
====================================================================================================================================

DEDUCTIONS
  Tenant Improvements                  4,802,702       5,848,227       5,235,768       2,416,851        4,812,694        8,807,143
  Leasing Commissions                  2,104,034       2,230,783       1,970,041       1,042,216        2,111,308        3,521,865
  Capital Costs & Rerserves              561,126         580,765         601,092         622,130          643,905          666,441
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deductions                       7,467,862       8,659,775       7,806,901       4,081,197        7,567,907       12,995,449
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================
NET CASH FLOW                         42,461,441      41,776,217      44,544,160      51,448,685      695,984,351
====================================================================================================================

- --------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                 9.1%            9.0%            9.6%            11.1%            10.4%
- --------------------------------------------------------------------------------------------------------------------


<S>                            <C>                          <C>                  <C>              <C>              <C>
AVG. CASH ON CASH                       8.9%
FIVE YEAR AVERAGE                       7.9%
INITIAL CAP. RATE                       8.2%                =====================================================================
- --------------------------------------------                                            VALUE MATRIX
TERMINAL CAP. RATE                      9.0%                                       Low-Range       Mid-Range         HI-Range
TRANSACTION COST                        1.0%                ---------------------------------------------------------------------
DISCOUNT RATE                          10.5%                    Discount Rate            10.0%            10.5%            11.0%
- --------------------------------------------                Net Present Value    $482,976,364     $465,583,900     $449,005,894
REVERSIONARY VALUE             $647,762,786                         NPV (PSF)         $211.61          $203.99          $196.73
- --------------------------------------------                =====================================================================
NETPRESENTVALUE(NPV)           $465,583,900                                     Total Bldg (SF):    2,282,381
- --------------------------------------------
NPV - Per Square Foot               $203.99



- ---------------------------------------------------
  Net Opening Income (NOI) vs Net Cash Flow (NCF)

                [LINE CHART OMITTED]

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


11-yr DCF of DCF_CPT5.XLS

</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>
                                                                 Income Approach
================================================================================

Derivation of Discount Rate

     We forecasted and discounted the cash flows and future reversion to a
present value at various internal rates of return (yield rates) currently
anticipated by investors in similar quality properties. The yield rate, or
internal rate of return, is the single rate that discounts all future equity
benefits (cash flows and equity reversion) to an estimated present value.

     The accompanying exhibit entitled "Comparative Analysis of U.S. Treasuries
and REITs" provides an overview of the alternative marketplaces for capital
investment during the period from August, 1995 through July, 1996. The graph and
accompanying data show that equity REIT yields are not necessarily sensitive to
changes in interest rates. Although yields for intermediate Treasuries increased
by nearly 50 basis points during the 12-month period, yields for equity REITs
(on average) decreased by 30 basis points during the same period. Investor
concerns of higher inflation can increase Treasury yield requirements, but the
real estate market can represent a "hedge" against inflation due to pricing
increases. The yields for REITs are below levels required for single asset real
estate investments, however, due (in part) to liquidity issues and the diversity
and management levels of multi-property portfolios.

     The most recently published Cushman & Wakefield survey of investors' return
requirements was published in Autumn, 1996, and a copy is included in the
Addenda e reviewed current reported return requirements for a cross section of
office investors. The data for suburban office properties is summarized in the
following chart.

                                 Capitalization            Internal Rate
                                   Rate Range             of Return Range
Property Category            Low   High   Average      Low   High    Average
- -----------------            ---   ----   -------      ---   ----    -------
Office - Suburban/Non CBD
  Class A-Leased Asset(1)    8.0%  11.0% 8.8%-9.5%    10.5%  13.0%  11.2%-11.6%

(1)  "Leased Asset" refers to predominately "passive" investments involving
     substantially leased properties

     The subject is an "upper tier" office building located within a desirable
westside Los Angeles suburban office market. The property is substantially
leased, and is recognized as a "trophy" asset in Los Angeles County. The
property would be acquired base don internal rate of return requirements at the
low end of the acceptable range for investors with sufficient resources to
purchase an asset of this size. We concluded a range in discount rates (or
internal rates of return) from 10.5 percent to 11.0 percent is appropriate for
the subject cash flow and reversion. The resulting value indications for the
property by discounted cash flow analysis are summarized below.


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                                                                 Income Approach
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                            Rounded Value Indications

Holding Period      10 Years                 11 Years              12 Years
10.5% IRR           $460,000,000             $466,000,000          $468,000,000

11.0% IRR           $444,000,000             $449,000,000          $451,000,000

Total Range:        $444,000,000 to $468,000,000

     We reconciled at a rounded $460,000,000 for the property by discounted cash
flow analysis.

     Direct Capitalization

     In the direct capitalization method we estimated a value by dividing the
subject's first-year net operating income by an overall capitalization rate.
This overall rate (OAR) is selected based on an analysis of market sales and
reported return requirements from the category of investor most representative
of the potential buyers for this asset. The overall rate is calculated by
dividing the net operating income from the sale by their respective sales
prices.

     The overall capitalization rates for the comparable data in the' Sales
Comparison Approach and the occupancy levels at sale used as the basis for the
overall rate calculations are summarized below.

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                                                                 Income Approach
================================================================================

                            SUMMARY OF OVERALL RATES

     =======================================================================
     Item                               Date of       Overall Rate/
     No.         Property                 Sale        Occupancy Sale
     -----------------------------------------------------------------------
     1-1    Century City North           11/96      11.4% @ 90%
            Century City                            occupancy-above-market
                                                    rents
     -----------------------------------------------------------------------
     1-2    10960 Wilshire Blvd.         11/96      8.5% @ 92% occupancy
            Westwood                                6.5% after free rent
                                                    deductions
     -----------------------------------------------------------------------
     1-3    MGM Plaza                    11/96      9.8% @ 99% occupancy
            Santa Monica
     -----------------------------------------------------------------------
     1-4    Wilshire Rodeo Plaza         12/95      8.0-8.8%
            Beverly Hills                           (1996 & 1997 NOI)
                                                    @ 93% occupancy
     -----------------------------------------------------------------------
     1-5    Santa Monica Water Garden     7/95      8.9% @ 97% occupancy
            Santa Monica
     =======================================================================

     The overall rates for the five sales of westside office properties ranged
from 8.0 percent to 1 1.4 percent, with four of the overall rates in a tighter
range from 8.0 percent to 9.8 percent. The net income levels used to calculate
the overall rate indications were based on occupancy levels from 90 percent to
99 percent.

     A significant portion of the variance in overall rates can be attributed to
the differences in the tenant profiles for the respective properties. The
highest overall rate corresponds to item 1-1, which is current leased at
above-market rental rates (on average), and has the highest percentage of
near-term rollover of any of the comparable data (refer to Sales Comparison for
details exhibit). The higher capitalization rate for this asset is attributable
to the above-market income stream which is capitalized, the near-term "erosion"
of this income stream due to tenant expirations, and the substantial capital
improvements to be completed at the buyer's expense (refer to Sales Comparison
Approach).

     The first year (1997) income and expense proforma for the subject property
is on an accompanying page. The average rental rate of $23.35 per-square-foot
annually for the property is below the market rent conclusions presented
previously (from $24.00 to $26.40 for the office floors - 5-year effective
terms). Based on the mid-point of the 5-year effective rental conclusion for the
office towers (or $25.20 per-square-foot), the first-year average rental rate is
approximately seven percent below market. Projected lease-up during 1997 and
tenants leased but not yet in occupancy result in an increase of slightly more
than 10 percent in net operating income during the second year of the analysis
(1998). The potential increases in net income due to below market rental rates
and near-term lease-up, considered with the anticipated increases in market rent
resulting from tightening market conditions suggest an overall rate at the low
end of the range for suburban office buildings is appropriate for the subject.
The low end of the range from the Investor Survey data summarized previously for
suburban office buildings in the Class A - Leased Assets category is 8.0
percent, and the

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                                                                 Income Approach
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range from the comparable data suggests an overall capitalization rate near the
low end of the range, from 8.0 to 8.5 percent, is appropriate for the subject.
This range considers the income upside attributable to the current below market
contract rents and the anticipated "spikes" in market rent during the near term.
The subject's first-year income and expense proforma includes $846,300 in
deductions for contractual free rent, however, and the overall rates for the
comparable properties have been "adjusted" for remaining free rent from existing
tenants. The capitalized value of the free rent is approximately $10 million,
rounded based on the mid-point of the 8.0 to 8.5 percent range ($846,300 / .0825
= $10,258,182). We accordingly capitalized the net operating income adjusted for
free rent, and deducted the capital improvement costs of $7,684,000 and the
$846,300 free rent as a lump sum deduction. The resulting value indication by
direct capitalization is shown below.

     $39,083,057 (adjusted for free rent) / .0825 =             $473,734,024

     Less: Capital Improvements:                                ($ 7,684,000)
            1997 Rent Abatements:                               ($   846,300)

     Adjusted "As Is" Value:                                    $465,203,274

     Rounded Value by Direct Capitalization:                    $465,000,000

Conclusions Income Approach

     The two indications of value for the property by the two methods of
capitalization were within a tight range from $460,000,000 to $465,000,000 (or
by 1.1%). Each method is relevant for this category of office building asset,
but discounted cash flow analysis is perhaps the most appropriate for the
subject in light of the number of tenants and specific lease terms. The
discounted cash flow conclusion of $460,000,000 is supported as reasonable by
direct capitalization, and we concluded the property has a value by the Income
Approach of $460,000,000.


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

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>
                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================


     The indicated values for the subject property by the two approaches we used
are summarized below.

     Sales Comparison Approach:                 $480,000,000
     Income Approach:                           $460,000,000

     The value indications by the two approaches were within a range of 4.3
percent from $460,000,000 to $480,000,000.

     The Sales Comparison Approach included a number of recent sales involving
competitive westside Los Angeles area properties. The sales effectively
"bracketed" the appropriate per-square-foot conclusion for the subject in our
opinion, and the conclusion from this approach is quite relevant in the
valuation of the property.

     The Income Approach provides the most relevant indication of value for the
subject property, and this indication was supported as reasonable by the
comparable improved sales data. We relied on this approach, and concluded the
subject property had a market value as of December 6, 1996, of:

                       FOUR HUNDRED SIXTY MILLION DOLLARS
                       ----------------------------------
                                  $460,000,000












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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>

                                     SPECIAL ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

1)   We have relied on cost estimates provided by representatives of the buying
     entity relating to capital improvements planned for the property. These
     costs should be independently verified by qualified third party consultants
     prior to finalizing any loan or purchase involving the property. Refer to
     Income Approach for discussion of capital costs.

2)   The value conclusion in this appraisal EXCLUDES the leased fee interest
     (air rights) in the ABC Entertainment Center, which is currently a
     component of the larger property. It is our understanding a Parcel Map is
     to be filed which will create a separate legal parcel for this portion of
     the property. We assume this filing has been completed.








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

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>
                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   No responsibility is assumed for the legal description or for any matters
     which are legal in nature. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraisers nor C&W shall be responsible for
     the accuracy or completeness of such information, including the correctness
     of estimates, opinions, dimensions, sketches, exhibits and other factual
     matters.

3.   The opinion of value is effective as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the property
     itself can significantly affect property value.

4.   The appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal. Possession
     of the Appraisal, or a copy thereof, does not carry with it the right of
     publication. Publication of the Appraisal or any portion thereof without
     the prior written consent of C&W is prohibited. Except as may be otherwise
     expressly stated in the letter of engagement to prepare the Appraisal, C&W
     does not permit use of the Appraisal by any person other than the party to
     whom it is addressed or for purposes other than those for which it was
     prepared. If written permission is given by C&W to use the Appraisal, the
     Appraisal must be used in its entirety and only with proper written
     qualification as approved by C&W. No part of the Appraisal or the identity
     of the Appraiser shall be conveyed to the public through advertising,
     public relations, news, sales or other media or used in any material
     without C&Ws prior written consent. Reference to the Appraisal Institute or
     to the MAI designation is prohibited.

5.   The Appraiser shall not be required to give testimony in any court or
     administrative proceedings relating to the Property or the Appraisal.



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

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>
                                             Assumptions and Limiting Conditions
================================================================================

6.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

7.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others or the bona fides of actual lease. C&W
     suggests that legal advice be obtained regarding the interpretation of
     lease provisions and the contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraisers'
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraisers can only reflect what the investment
     community, as of the date of the Appraisal, envisions for the future in
     terms of rental rates, expenses, supply, and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance or operation of the improvements or may be located at or
     about the Property was not considered in arriving at the opinion of value
     stated in the Appraisal. These materials (such as formaldehyde foam
     insulation, asbestos insulation, various soil contaminants, and other
     potentially hazardous materials) may affect the value of the Property. The
     Appraisers are not qualified to detect such substances and C&W urges that
     an expert in this field be employed to determine the economic impact of
     these matters on the opinion of value stated in the Appraisal.

11.  If the Appraisal is submitted to a lender or investor with the prior
     approval of C&W, such party should consider the Appraisal as one factor,
     together with its independent investment considerations and underwriting
     criteria, in its overall investment decision.


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

                                       94

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                      CERTIFICATION OF APPRAISAL
================================================================================


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

1.   James W. Myers, MAI and Miles Loo Jr. inspected the property.

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

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

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

5.   Our compensation is not contingent on an action or event (such as the
     approval of a loan) resulting from the analyses, opinions, or conclusions
     in, or the use of, this report. The appraisal is not based on a requested
     minimum or specific estimated value.

6.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Practice of the Appraisal Institute.

7.   No one provided significant professional assistance to the persons signing
     this report.

8.   The reported analyses, opinions and conclusions were developed, and this
     report has been prepared, in conformity with the requirements of the Code
     of Professional Ethics and the Standards of Professional Practice of the
     Appraisal Institute.

9.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

10.  As of the date of this report, James W. Myers, MAI has completed the
     requirements of the continuing education program of the Appraisal
     Institute,


     /s/ James W. Myers                          /s/ Miles Loo, Jr.
     -------------------------------             -------------------------------
     James W. Myers,  MAI                        Miles Loo, Jr.
     Senior Director                             Appraiser
     Valuation Advisory Services








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

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                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>
                                                                         ADDENDA
================================================================================

























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

                                       95

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Rent Roll                                                           [LOGO]
CENTURY PLAZA TOWERS                                        CENTURY PLAZA TOWERS
2029 Century Park East, North Tower

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
  1  United CA Bank               100                  14,190      Jan-75      Aug-00      $15.86                 $225,035  
- ----------------------------------------------------------------------------------------------------------------------------
  2  Transit Casualty             200                  25,221      Dec-94      Dec-99      $19.20                 $484,243  
- ----------------------------------------------------------------------------------------------------------------------------
  3  Deloitte & Touche            300                  25,221      Sep-88      Aug-98      $27.43                 $691,709  
- ----------------------------------------------------------------------------------------------------------------------------
  4  Cohen, Primiani & Fost       400                   5,545      May-97      Apr-03      $24.00                 $133,080  
- ----------------------------------------------------------------------------------------------------------------------------
  5  World Cup USA (EXPIRED)      400                              Jan-96      Dec-96      $20.40                 $113,118  
- ----------------------------------------------------------------------------------------------------------------------------
  6  Conference Center            410       2,240                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
  7  Jane Teis                    415-E                   849      Jan-93      Dec-96      $21.24                  $18,032  
- ----------------------------------------------------------------------------------------------------------------------------
  8  Envirotech                   420-E                   826      Dec-93      Dec-96      $19.20                  $15,859  
- ----------------------------------------------------------------------------------------------------------------------------
  9  Brentnall Turley             422-E                 1,754      Feb-90      Dec-96      $20.40                  $35,782  
- ----------------------------------------------------------------------------------------------------------------------------
 10  Concorde Capital             430                   1,338      Jul-95      Jun-98      $20.40                  $27,295  
- ----------------------------------------------------------------------------------------------------------------------------
 11  Warner Inc                   433                     827      Nov-95      Nov-98      $21.00                  $17,367  
- ----------------------------------------------------------------------------------------------------------------------------
 12  Paul Livadry                 437                   1,306      Sep-93      Sep-98      $19.80                  $25,858  
- ----------------------------------------------------------------------------------------------------------------------------
 13  Pacific Properties           448-E                 1,390      Jul-94      Jun-97      $20.40     Jul-94       $28,356  
                                                                                                      Jun-97
- ----------------------------------------------------------------------------------------------------------------------------
 14  Suzy Vaughan (Must Take)     448                              Dec-97      Jun-00      $20.40                  $28,356  
- ----------------------------------------------------------------------------------------------------------------------------
 15  Suzy Vaughan                 450                   1,752      Jul-94      Jun-00      $20.40                  $35,741  
- ----------------------------------------------------------------------------------------------------------------------------
 16  Cohen & Primiani             480                   7,214      Jul-94      Mar-03      $20.40     Jul-94      $147,165  
                                                                                            $0.00     Jul-97            $0  
                                                                                           $20.40     Aug-97      $147,165
                                                                                           $24.00     Jul-00      $173,136
- ----------------------------------------------------------------------------------------------------------------------------
 17  Bernstein & Fox              500                   6,168      Dec-95      Nov-00      $20.40                 $125,827  
- ----------------------------------------------------------------------------------------------------------------------------
 18  Bernstein & Fox              510                   2,179      Apr-96      Nov-00      $20.40                  $44,452  
- ----------------------------------------------------------------------------------------------------------------------------
 19  Century Hospital             520                   8,677      Mar-94      May-99      $21.60                 $187,423  
- ----------------------------------------------------------------------------------------------------------------------------
 20  Promax                       555-T                 5,275      Apr-95      Mar-02      $23.40     Apr-95      $123,435  
                                                                                           $23.88     Apr-00      $125,967
- ----------------------------------------------------------------------------------------------------------------------------
 21  Licker & Ozurivich           590                   2,921      Dec-95      Nov-00      $20.40                  $59,588  
- ----------------------------------------------------------------------------------------------------------------------------
 22  Barrister Suites             600-E                25,221      May-92      Apr-97      $11.89                 $300,000  
- ----------------------------------------------------------------------------------------------------------------------------
 23  Xerox Corporation            700-T                17,393      Nov-95      Oct-97      $22.80                 $396,560  
- ----------------------------------------------------------------------------------------------------------------------------
 24  Xerox Expansion              720-T                 1,833      Jun-96      Oct-97      $22.80                  $41,792  
- ----------------------------------------------------------------------------------------------------------------------------
 25  Vacant                       750-V     5,995                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 26  National Rx                  800                   6,914      Jan-94      Sep-98       $8.63     Jan-94       $59,693  
                                                                                           $21.84     Aug-94      $151,002
- ----------------------------------------------------------------------------------------------------------------------------
 27  Vacant                       0810-V    2,367                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 28  Phoenix, Duff & Pheips       820                   5,843      May-96      Nov-01      $22.80                 $133,220  
- ----------------------------------------------------------------------------------------------------------------------------
 29  Gallizio                     830                   1,168      Jun-94      May-99      $19.80                  $23,126  
- ----------------------------------------------------------------------------------------------------------------------------
 30  Kenyon Company               840                   1,479      Jan-95      Dec-97      $21.00                  $31,059  
- ----------------------------------------------------------------------------------------------------------------------------
 31  Freid & Goldsman             860                   5,664      May-94      May-99      $21.72                 $123,022  
- ----------------------------------------------------------------------------------------------------------------------------
 32  Pegasus Property             880-E                 1,786      Mar-92      Feb-97      $30.00                  $53,580  
- ----------------------------------------------------------------------------------------------------------------------------
 33  Neilsen Elggren              900 &                 8,289      Nov-93      Apr-99      $25.09                 $208,000  
- ----------------------------------------------------------------------------------------------------------------------------
 34  Largo                        920-E                 6,459      May-94      Apr-97      $21.48                 $138,739  
- ----------------------------------------------------------------------------------------------------------------------------
 35  Norwest Mortgage             930                     934      Nov-96      Oct-99                                       
- ----------------------------------------------------------------------------------------------------------------------------
 36  Westmount Management         940                   2,691      Mar-95      Mar-00      $22.80                  $61,355  
- ----------------------------------------------------------------------------------------------------------------------------
 37  Cruise Fairs                 950                   4,758      Jan-94      Jan-99      $25.20                 $119,902  
- ----------------------------------------------------------------------------------------------------------------------------
 38  JVC Entertainment            970                   2,170      May-94      May-97      $21.48                  $46,612  
- ----------------------------------------------------------------------------------------------------------------------------
 39  Paul Ray Company             1000                  5,531      Feb-89      Jan-99      $27.00                 $149,337  
- ----------------------------------------------------------------------------------------------------------------------------
 40  Aaron Cushman                1010                  3,540      Jun-94      Apr-98      $20.40                  $72,216  
- ----------------------------------------------------------------------------------------------------------------------------
 41  Zolla & Meyer                1020                  4,296      Mar-94      Apr-99      $19.68     Mar-94       $84,545  
                                                                                           $22.54     Sep-95       $96,818
- ----------------------------------------------------------------------------------------------------------------------------
 42  Kopple & Klinger             1040                  3,426      Jan-93      Dec-97      $21.60                  $74,001  
- ----------------------------------------------------------------------------------------------------------------------------
 43  Federman, Grdiley            1060                  5,751      Aug-95      Aug-98      $23.40                 $134,573  
- ----------------------------------------------------------------------------------------------------------------------------
 44  Rosentein                    1080                  2,692      Dec-94      Nov-97      $21.00                  $56,532  
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
  1  United CA Bank                                              United CA Bank           94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
  2  Transit Casualty                                                                94 Prop 13-1         3
- ----------------------------------------------------------------------------------------------------------------------------
  3  Deloitte & Touche               65% CPI     97,956 $/YR                              94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
  4  Cohen, Primiani & Fost                                                          96 Prop 13-1         0         $30.24
- ----------------------------------------------------------------------------------------------------------------------------
  5  World Cup USA (EXPIRED)                                                                 None         0
- ----------------------------------------------------------------------------------------------------------------------------
  6  Conference Center                                                                       None         0
- ----------------------------------------------------------------------------------------------------------------------------
  7  Jane Teis                                                                          Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
  8  Envirotech                                                                         Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
  9  Brentnall Turley                                                                   Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
 10  Concorde Capital                                                                     95 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 11  Warner Inc                                                                         Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
 12  Paul Livadry                                                                         94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 13  Pacific Properties                                                              94 Prop 13-1         3
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 14  Suzy Vaughan (Must Take)                                                             94 Base                   $15.00
- ----------------------------------------------------------------------------------------------------------------------------
 15  Suzy Vaughan                                                                         94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 16  Cohen & Primiani                                                                     94 Base         0
                                                                                     
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 17  Bernstein & Fox                                                                 96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 18  Bernstein & Fox                                                                 96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 19  Century Hospital                                                                97 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 20  Promax                                                                              Promax-3         8
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 21  Licker & Ozurivich                                                              96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 22  Barrister Suites                                                                   Barrister         6
- ----------------------------------------------------------------------------------------------------------------------------
 23  Xerox Corporation                                                                    95 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 24  Xerox Expansion                                                                      95 Base         0       1st 5 YR
- ----------------------------------------------------------------------------------------------------------------------------
 25  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
 26  National Rx                                                                          94 Base         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 27  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
 28  Phoenix, Duff & Pheips                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
 29  Gallizio                                                                             94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 30  Kenyon Company                                                                       95 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 31  Freid & Goldsman                                                                94 Prop 13-1         2
- ----------------------------------------------------------------------------------------------------------------------------
 32  Pegasus Property                65% CPI       2,754 $YR     Pegasus                  94 Base        12
- ----------------------------------------------------------------------------------------------------------------------------
 33  Neilsen Elggren                                                                      93 Base         6
- ----------------------------------------------------------------------------------------------------------------------------
 34  Largo                                                                                94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 35  Norwest Mortgage                                                                96 Prop 13-1                    $5.00
- ----------------------------------------------------------------------------------------------------------------------------
 36  Westmount Management                                                            95 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 37  Cruise Fairs                    65% CPI      2,458 $/YR                              94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 38  JVC Entertainment                                                                    94 Base         8
- ----------------------------------------------------------------------------------------------------------------------------
 39  Paul Ray Company                65% CPI     25,328 $/YR     Paul Ray                 94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 40  Aaron Cushman                                                                        94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 41  Zolla & Meyer                                                                   94 Prop 13-1         5
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 42  Kopple & Klinger                                            Kopple                   94 Base         4
- ----------------------------------------------------------------------------------------------------------------------------
 43  Federman, Grdiley                                                                    95 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 44  Rosentein                                                                            95 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     1 of 5
Rent Roll for North Tower                                              CUSHMAN &
NORTH5.XLS                                                             WAKEFIELD
                                                                       
                                                                       

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
 45  Neumeyer & Boyd              1100                  5,765      Apr-94      Mar-99      $21.60                 $124,524  
- ----------------------------------------------------------------------------------------------------------------------------
 46  Vacant-ISS-MTM               1105-V      339
- ----------------------------------------------------------------------------------------------------------------------------
 47  Vacant                       1110-V    1,164
- ----------------------------------------------------------------------------------------------------------------------------
 48  Martin & Klein               1112-E                1,997      Jul-94      Jun-97      $20.40                  $40,739  
- ----------------------------------------------------------------------------------------------------------------------------
 49  Alsace Development           1115                  1,636      Dec-92      Nov-97      $24.00                  $39,264  
- ----------------------------------------------------------------------------------------------------------------------------
 50  Frederick Cook               1130                  2,842      Apr-93      Mar-98      $22.20                  $63,092  
- ----------------------------------------------------------------------------------------------------------------------------
 51  Alexander Capital            1140                  2,194      Aug-96      Jul-00      $22.20                  $48,707  
- ----------------------------------------------------------------------------------------------------------------------------
 52  Toho                         1150                  1,598      Sep-95      Sep-00      $20.40                  $32,599  
- ----------------------------------------------------------------------------------------------------------------------------
 53  GDC                          1160                  3,036      Jul-94      Jun-04          $0     Jul-94            $0  
                                                                                           $19.80     Aug-94       $60,113
                                                                                               $0     Jul-95            $0
                                                                                           $19.80     Aug-95       $60,113
                                                                                               $0     Jul-96            $0
                                                                                           $19.80     Aug-96       $60,113
                                                                                               $0     Jul-97            $0
                                                                                           $19.80     Aug-97       $60,113
                                                                                               $0     Jul-98            $0
                                                                                           $19.80     Aug-98       $60,113
                                                                                           $25.80     Jul-99       $78,329
- ----------------------------------------------------------------------------------------------------------------------------
 54  L & S Advisors               1180                  2,823      Dec-92      Nov-97      $21.60                  $60,976  
- ----------------------------------------------------------------------------------------------------------------------------
 55  Freddie MAC                  1190                  1,884      Sep-95      Aug-98      $21.60                  $40,694  
- ----------------------------------------------------------------------------------------------------------------------------
 56  Wasser Rosenson et al        1200                 13,084      Oct-96      Sep-02      $24.00                 $314,016  
- ----------------------------------------------------------------------------------------------------------------------------
 --  Vacant                       1210      3,241
- ----------------------------------------------------------------------------------------------------------------------------
 57  GE Investment                1230-E                2,023      Jul-94      Jun-97      $21.00                  $42,480  
- ----------------------------------------------------------------------------------------------------------------------------
 58  Stan Rosenfield              1240                  1,377      Jul-93      Jun-98      $20.64                  $28,421  
- ----------------------------------------------------------------------------------------------------------------------------
 59  Alexander, Hallora           1260                  5,392      Sep-92      May-98      $28.20     Sep-92      $152,054  
                                                                                           $29.05     Sep-93      $156,616
                                                                                           $29.92     Sep-94      $161,314
                                                                                           $30.81     Nov-95      $166,153
                                                                                           $31.74     Nov-96      $171,142
                                                                                           $32.69     Nov-97      $176,276
- ----------------------------------------------------------------------------------------------------------------------------
 60  Cohen & Johnson              1300-E               17,126      May-92      Jun-97      $17.12     May-92      $293,265  
                                                                                           $34.25     Aug-92      $586,530
                                                                                           $35.28     May-93      $604,125
                                                                                           $36.33     May-94      $622,249
                                                                                           $37.42     May-95      $640,917
                                                                                           $22.81     Jan-96      $390,588
                                                                                           $23.74     May-96      $406,571
                                                                                           $33.09     Jan-97      $566,699
                                                                                           $34.08     May-97      $583,654
- ----------------------------------------------------------------------------------------------------------------------------
 61  Source Services              1350-T                8,091      Jan-97      Dec-01      $22.80                 $184,475  
- ----------------------------------------------------------------------------------------------------------------------------
 62  Johnson & Higgins            1400                 25,157      Jan-94      Mar-09      $19.36     Jan-94      $486,923  
                                                                                           $21.23     Jan-99      $534,205
                                                                                           $23.63     Jan-04      $594,582
                                                                                           $27.00     Dec-05      $679,239
- ----------------------------------------------------------------------------------------------------------------------------
 63  Valuation Councelor          1500                  6,948      Nov-94      Oct-96      $21.00     Nov-94      $145,908  
                                                                                           $22.20     Nov-95      $154,246
                                                                                           $23.40     Nov-96      $162,583
                                                                                           $24.60     Nov-97      $170,921
                                                                                           $25.80     Nov-98      $179,258
                                                                                           $27.00     Nov-99      $187,596
- ----------------------------------------------------------------------------------------------------------------------------
 64  Valuation Councelor          1510                  2,183      Mar-95      Oct-96      $21.00     Mar-95       $45,843  
                                                                                           $22.20     Mar-96       $48,462
                                                                                           $23.40     Mar-97       $51,082
                                                                                           $24.60     Mar-98       $53,702
                                                                                           $25.80     Mar-99       $56,321
                                                                                           $27.00     Mar-00       $58,941
- ----------------------------------------------------------------------------------------------------------------------------
 65  Kessler & Kessler            1520                  3,657      Oct-96      Sep-00      $25.32                  $92,595  
- ----------------------------------------------------------------------------------------------------------------------------
 66  Moreno Schlicht              1530                  2,912      Dec-94      Nov-99      $22.80                  $66,394  
- ----------------------------------------------------------------------------------------------------------------------------
 67  Singapore EcDvBank           1540                  1,354      Jul-95      Jun-99      $22.80                  $30,871  
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
 45  Neumeyer & Boyd                                                                 94 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 46  Vacant-ISS-MTM              
- ----------------------------------------------------------------------------------------------------------------------------
 47  Vacant                      
- ----------------------------------------------------------------------------------------------------------------------------
 48  Martin & Klein                                                                       94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 49  Alsace Development                                          Alsace                   93 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 50  Frederick Cook                                                                       93 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 51  Alexander Capital                                                               96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 52  Toho                                                                               Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
 53  GDC                                                                                  94 Base         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 54  L & S Advisors                                              L & S                    93 Base
- ----------------------------------------------------------------------------------------------------------------------------
 55  Freddie MAC                                                                          95 Base
- ----------------------------------------------------------------------------------------------------------------------------
 56  Wasser Rosenson et al                                                           96 Prop 13-1                   $17.28
- ----------------------------------------------------------------------------------------------------------------------------
 --  Vacant                      
- ----------------------------------------------------------------------------------------------------------------------------
 57  GE Investment                                                                        94 Base         4
- ----------------------------------------------------------------------------------------------------------------------------
 58  Stan Rosenfield                                                                      93 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 59  Alexander, Hallora                                          Alexander                94 Base         9
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 60  Cohen & Johnson                                                                 94 Prop 13-1        12
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 61  Source Services                                                                 96 Prop 13-1         0         $16.65
- ----------------------------------------------------------------------------------------------------------------------------
 62  Johnson & Higgins                                                               94 Prop 13-1         0
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 63  Valuation Councelor                                                                  95 Base        12
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 64  Valuation Councelor                                                                  95 Base        12
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 65  Kessler & Kessler                                                               96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 66  Moreno Schlicht                                                                 95 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 67  Singapore EcDvBank                                                                   95 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     2 of 5
Rent Roll for North Tower                                              CUSHMAN &
NORTH5.XLS                                                             WAKEFIELD
                                                                       


<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
 68  Really Administati           1550                  8,081      Oct-94      Sep-99      $15.00     Oct-94      $121,215  
                                                                                           $20.40     Oct-96      $164,852
                                                                                               $0     Sep-97            $0
                                                                                           $22.20     Oct-97      $179,398
                                                                                               $0     Sep-98            $0
                                                                                           $22.20     Oct-98      $179,398
                                                                                               $0     Sep-98            $0
- ----------------------------------------------------------------------------------------------------------------------------
 69  Johnson & Higgins (N/A)      1550                                                                                      
- ----------------------------------------------------------------------------------------------------------------------------
 70  Strook & Strook              1600                 20,542      Jun-88      May-98      $25.80                 $529,983  
- ----------------------------------------------------------------------------------------------------------------------------
 71  Snipper Wainer Markoff       1690                  4,431      Oct-95      Sep-02      $21.00                  $93,051  
- ----------------------------------------------------------------------------------------------------------------------------
 72  Tax Consulting Group         1700                 15,311      Mar-96      Feb-97      $20.70     Mar-96      $316,938  
                                                                                           $21.60     Dec-96      $330,718
- ----------------------------------------------------------------------------------------------------------------------------
 73  Sitrick                      1750                  8,963      Dec-96      Nov-03      $22.20                 $198,979  
- ----------------------------------------------------------------------------------------------------------------------------
 74  Sitrick & Company            1760                  1,526      Dec-96      Nov-03      $24.60                  $37,540  
- ----------------------------------------------------------------------------------------------------------------------------
 75  Strook & Strook              1800                 25,615      Jun-88      May-98      $25.80                 $660,867  
- ----------------------------------------------------------------------------------------------------------------------------
 76  Danning Gill                 1900-T               18,892      Oct-94      Dec-99      $19.80                 $374,062  
- ----------------------------------------------------------------------------------------------------------------------------
 77  Dwyer Curett                 1950                  6,870      May-95      Apr-00      $21.00                 $144,270  
- ----------------------------------------------------------------------------------------------------------------------------
 78  Vacant                       2000-V    3,805
- ----------------------------------------------------------------------------------------------------------------------------
 79  Kagan Insurance              2010                  4,651      Jun-93      May-98      $24.00                 $111,624 
- ----------------------------------------------------------------------------------------------------------------------------
 80  Prudential                   2050-T               12,403      Jun-96      May-03      $24.00     Jun-96      $267,672  
                                                                                           $26.40     Jul-99      $327,439
                                                                                           $28.20     Jul-01      $349,765
- ----------------------------------------------------------------------------------------------------------------------------
 81  Jose Eber                    2080                  4,930      Jul-96      Dec-00      $22.20                 $109,446  
- ----------------------------------------------------------------------------------------------------------------------------
 82  Johnson & Higgins            2100                 25,800      Jan-94      Jan-94      $19.43     Jan-94      $501,419  
                                                                                           $21.23     Jan-99      $547,859
                                                                                           $22.76     Jan-04      $587,279
                                                                                           $27.00     Dec-05      $696,600
- ----------------------------------------------------------------------------------------------------------------------------
 83  Johnson & Higgins            2200                 25,800      Jan-94      Mar-09      $19.43     Jan-94      $501,419  
                                                                                           $21.23     Jan-99      $547,859
                                                                                           $22.76     Jan-04      $587,279
                                                                                           $27.00     Dec-05      $696,600
- ----------------------------------------------------------------------------------------------------------------------------
 84  Johnson & Higgins            2300                 25,800      Jan-94      Mar-09      $19.43     Jan-94      $501,419
                                                                                           $21.23     Jan-99      $547,859
                                                                                           $22.76     Jan-04      $587,279
                                                                                           $27.00     Dec-05      $696,600
- ----------------------------------------------------------------------------------------------------------------------------
 85  Johnson & Higgins            2400                 25,800      Jan-94      Mar-09      $19.43     Jan-94      $501,419
                                                                                           $21.23     Jan-99      $547,859
                                                                                           $22.76     Jan-04      $587,279
                                                                                           $27.00     Dec-05      $696,600
- ----------------------------------------------------------------------------------------------------------------------------
 86  JVC                          2500                 11,156      Nov-96      Oct-01      $25.80                 $287,825  
- ----------------------------------------------------------------------------------------------------------------------------
 87  Klien & Martin               2550                 14,785      Oct-96      Sep-03      $25.80                 $381,453  
- ----------------------------------------------------------------------------------------------------------------------------
 88  Shapiro Rosell               2600                 25,800      Jul-88      Jun-98      $26.62                 $686,921  
- ----------------------------------------------------------------------------------------------------------------------------
 89  McCambridge                  2700                 22,616      Mar-91      Feb-01      $36.00                 $814,176  
- ----------------------------------------------------------------------------------------------------------------------------
 90  Jack Samuels                 2718                  1,841      Jan-95      Dec-97      $22.80                  $41,975  
- ----------------------------------------------------------------------------------------------------------------------------
 91  Tranquest                    2730-E                1,504      Dec-93      Nov-96      $21.00                  $31,584  
- ----------------------------------------------------------------------------------------------------------------------------
 92  Health & Tennis (EXPIRED)    2800                             Aug-95      Jul-96      $22.56                 $404,975  
- ----------------------------------------------------------------------------------------------------------------------------
 93  Merrill Lynch                2800                 18,877      Jul-97      Jun-07      $26.16                 $493,822  
- ----------------------------------------------------------------------------------------------------------------------------
 94  Vacant                       2850-V      853                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 95  Joseph Tabak                 2860                  3,694      Oct-92      Sep-97      $31.20     Oct-92      $115,253  
                                                                                           $32.14     Oct-93      $118,710
                                                                                           $33.10     Oct-94      $122,271
                                                                                           $34.09     Oct-95      $125,939
                                                                                           $35.12     Oct-96      $129,718
- ----------------------------------------------------------------------------------------------------------------------------
 96  Exclusive Toy Company        2870                  1,371      Aug-96      Aug-99      $24.60                  $33,727  
- ----------------------------------------------------------------------------------------------------------------------------
 97  Garick & Tack                2890                  1,925      Apr-96      Feb-01      $21.96                  $42,273  
- ----------------------------------------------------------------------------------------------------------------------------
 98  Societe Generale             2900                  9,793      Nov-92      Nov-01      $31.80     Nov-92      $311,417  
                                                                                           $32.83     Dec-92      $321,538
                                                                                           $32.88     Dec-93      $321,988
                                                                                           $35.00     Dec-94      $342,778
                                                                                           $36.14     Dec-95      $353,918
</TABLE>

                                     3 of 5
Rent Roll for North Tower                                              CUSHMAN &
NORTH5.XLS                                                             WAKEFIELD
                                                                       


<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
 68  Really Administati                                                                   94 Base         9
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 69  Johnson & Higgins (N/A)                                                                 None         0
- ----------------------------------------------------------------------------------------------------------------------------
 70  Strook & Strook                 50% CPI    171,006 $/YR     Strook                   94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 71  Snipper Wainer Markoff                                                          95 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 72  Tax Consulting Group                                                                   Tax-2         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 73  Sitrick                                                                         96 Prop 13-1         1            5Yr
- ----------------------------------------------------------------------------------------------------------------------------
 74  Sitrick & Company                                                               96 Prop 13-1         0          $7.00
- ----------------------------------------------------------------------------------------------------------------------------
 75  Strook & Strook                          See Suite 1600                              94 Base         9
- ----------------------------------------------------------------------------------------------------------------------------
 76  Danning Gill                                                                    95 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 77  Dwyer Curett                                                                    95 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 78  Vacant                      
- ----------------------------------------------------------------------------------------------------------------------------
 79  Kagan Insurance                                                                      93 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 80  Prudential                                                                      96 Prop 13-1         0
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 81  Jose Eber                                                                       96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 82  Johnson & Higgins                                                               94 Prop 13-1         0
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 83  Johnson & Higgins                                                               94 Prop 13-1         0
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 84  Johnson & Higgins                                                               94 Prop 13-1         0
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 85  Johnson & Higgins                                                               94 Prop 13-1         0
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 86  JVC                                                                             96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 87  Klien & Martin                                                                Klien&Martin-3         0
- ----------------------------------------------------------------------------------------------------------------------------
 88  Shapiro Rosell                  50% CPI     98,161 $/YR     Shapiro                  94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 89  McCambridge                     65% CPI     65,541 $/YR     McCambridge              94 Base        16
- ----------------------------------------------------------------------------------------------------------------------------
 90  Jack Samuels                                                                         95 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 91  Tranquest                                                                            94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
 92  Health & Tennis (EXPIRED)                                                          Base Year         1
- ----------------------------------------------------------------------------------------------------------------------------
 93  Merrill Lynch                                                                      Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
 94  Vacant                                                                             Base Year         0            Yes
- ----------------------------------------------------------------------------------------------------------------------------
 95  Joseph Tabak                                                Tabak                    94 Base        10
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 96  Exclusive Toy Company                                                           96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 97  Garick & Tack                                                                   96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
 98  Societe Generale                                            Societe General  Societe General        19
</TABLE>

                                     3 of 5
Rent Roll for North Tower                                              CUSHMAN &
NORTH5.XLS                                                             WAKEFIELD




<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>       <C>       
                                                                                           $37.31     Dec-96      $365,420
                                                                                           $38.53     Dec-97      $377,296
                                                                                           $39.78     Dec-98      $389,559
                                                                                           $41.07     Dec-99      $402,219
                                                                                           $42.41     Dec-00      $415,291
- ----------------------------------------------------------------------------------------------------------------------------
 99  Paterson Capital             2920                 12,627      Sep-93      Aug-03      $29.40     Sep-93      $371,234
                                                                                           $32.40     Apr-96      $409,115
                                                                                           $33.00     Oct-98      $416,691
                                                                                           $33.60     Oct-99      $424,267
                                                                                           $34.20     Oct-00      $431,843
                                                                                           $34.80     Oct-01      $439,420
                                                                                           $35.40     Oct-02      $446,996
- ----------------------------------------------------------------------------------------------------------------------------
100  DT Joint Venture             2970-E                1,500      Jun-95      Dec-96      $12.69                 $19,035
- ----------------------------------------------------------------------------------------------------------------------------
101  Winkler Securities           2980                  1,278      Nov-95      Nov-99      $24.00                 $30,672
- ----------------------------------------------------------------------------------------------------------------------------
102  Kenneth Shellan              2990                  1,425      Oct-96      Dec-98      $25.20                 $35,910
- ----------------------------------------------------------------------------------------------------------------------------
103  Paine Webber                 3000                 26,720      May-93      May-03      $23.39     May-95      $624,981
                                                                                           $18.74     Jun-96      $500,677
                                                                                           $35.11     Sep-96      $938,037
                                                                                           $37.48     Oct-96    $1,001,353
                                                                                           $38.41     Jun-97    $1,026,367
                                                                                           $39.37     Jun-98    $1,052,047
                                                                                           $40.36     Jun-99    $1,078,348
                                                                                           $41.37     Jun-00    $1,105,307
                                                                                           $42.40     Jun-01    $1,132,939
                                                                                           $43.46     Jun-02    $1,161,263
- ----------------------------------------------------------------------------------------------------------------------------
104  Altschuler Melvoin           3100                 13,029      Feb-96      May-01      $31.74     Feb-96      $413,540
                                                                                           $32.52     Jun-96      $423,703
                                                                                           $33.34     Jun-97      $434,387
                                                                                           $34.18     Jun-98      $445,331
                                                                                           $35.06     Jun-99      $456,797
                                                                                           $35.98     Jun-00      $468,783
- ----------------------------------------------------------------------------------------------------------------------------
105  Murphey Marsilles            3110                  8,481      Dec-96      Dec-04      $26.40                 $223,898
- ----------------------------------------------------------------------------------------------------------------------------
106  Norris Bishton               3150                  4,039      Dec-93      Dec-97      $21.60                  $87,242
- ----------------------------------------------------------------------------------------------------------------------------
107  Incas France                 3160                  1,129      Jun-94      Jun-99      $25.80                  $29,128
- ----------------------------------------------------------------------------------------------------------------------------
108  Seyfarth Shaw                3200                  7,305      Jan-96      Dec-10      $25.20     Jan-96      $184,086
                                                                                           $27.72     Jan-06      $202,495
- ----------------------------------------------------------------------------------------------------------------------------
109  Seyfarth                     3210                  6,957      Jan-96      Dec-10      $25.20     Jan-96      $175,316
                                                                                           $27.72     Jan-06      $192,848
- ----------------------------------------------------------------------------------------------------------------------------
110  Barlow & Kabata              3230                  1,803      Oct-95      Oct-98      $24.00                  $43,272
- ----------------------------------------------------------------------------------------------------------------------------
111  Vacant                       3240-V    1,569                                                                         
- ----------------------------------------------------------------------------------------------------------------------------
112  Wyman Isaccs                 3250                  5,876      Feb-90      Dec-98      $38.93     Feb-90      $276,715
                                                                                           $39.93     Jan-94      $234,650
                                                                                           $41.33     Jan-95      $242,863
                                                                                           $42.78     Jan-96      $251,363
                                                                                           $44.28     Jan-97      $260,161
                                                                                           $45.82     Jan-98      $269,266
- ----------------------------------------------------------------------------------------------------------------------------
113  Seyfarth Shaw                3270                  1,523      Jan-96      Dec-10      $25.20     Jan-96       $38,380
                                                                                           $27.72     Jan-06       $42,218
- ----------------------------------------------------------------------------------------------------------------------------
114  Seyfarth Shaw                3280                  1,689      Jan-96      Dec-10      $25.20     Jan-96       $42,512
                                                                                           $27.72     Jan-06       $46,764
- ----------------------------------------------------------------------------------------------------------------------------
115  Seyfarth Shaw                3300                 26,720      Jan-96      Dec-10      $25.20     Jan-96      $673,344
                                                                                           $27.72     Jan-06      $740,678
- ----------------------------------------------------------------------------------------------------------------------------
116  Gibbs, Giden                 3400                 26,720      Jan-95      Sep-01      $25.20     Jan-95      $673,344
                                                                                           $25.80     Jul-98      $689,376
- ----------------------------------------------------------------------------------------------------------------------------
117  Foley, Lardner, Weisbur      3500                 26,720      Mar-97      Feb-09      $25.80                 $689,376
- ----------------------------------------------------------------------------------------------------------------------------
118  Foley, Lardner, Weisbur      3600                 26,720      Apr-93      Feb-09      $19.20                 $513,024
- ----------------------------------------------------------------------------------------------------------------------------
119  Foley, Lardner, Weisbur      3600                             Mar-97      Feb-09      $25.80                 $689,376
- ----------------------------------------------------------------------------------------------------------------------------
120  Vacant                       3700-V    9,319                                                                         
- ----------------------------------------------------------------------------------------------------------------------------
121  TBG Financial                3720                 13,030      Jan-96      Dec-02      $24.00                 $312,720
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     4 of 5
Rent Roll for North Tower                                              CUSHMAN &
NORTH5.XLS                                                             WAKEFIELD
                                                                       


<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 99  Paterson Capital                                                                  Paterson-6         1
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
100  DT Joint Venture                                                                   Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
101  Winkler Securities                                                                 Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
102  Kenneth Shellan                                                                    Base Year         0          $5.00
- ----------------------------------------------------------------------------------------------------------------------------
103  Paine Webber                                                                         Paine-3         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
104  Altschuler Melvoin                                                                 Base Year         0
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
105  Murphey Marsilles                                                                  Base Stop     1 1/2
- ----------------------------------------------------------------------------------------------------------------------------
106  Norris Bishton                                                                       94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
107  Incas France                                                                         94 Base         1
- ----------------------------------------------------------------------------------------------------------------------------
108  Seyfarth Shaw                                                                        94 Base         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
109  Seyfarth                                                                        96 Prop 13-1         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
110  Barlow & Kabata                                                                    Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
111  Vacant                                                                             Base Year         0            Yes
- ----------------------------------------------------------------------------------------------------------------------------
112  Wyman Isaccs                                                                    94 Prop 13-1         0
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
113  Seyfarth Shaw                                                                   96 Prop 13-1         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
114  Seyfarth Shaw                                                                   96 Prop 13-1         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
115  Seyfarth Shaw                                                                   96 Prop 13-1         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
116  Gibbs, Giden                                                                    96 Prop 13-1         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
117  Foley, Lardner, Weisbur                                                            Base Year         0          10 YR
- ----------------------------------------------------------------------------------------------------------------------------
118  Foley, Lardner, Weisbur                                                            Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
119  Foley, Lardner, Weisbur                                                            Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
120  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
121  TBG Financial                                                                   96 Prop 13-1         0
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     4 of 5
Rent Roll for North Tower                                              CUSHMAN &
NORTH5.XLS                                                             WAKEFIELD

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
122  Poms, Smith, Lande           3760                  4,418      Jun-98      May-02      $25.27     Jun-98      $111,661  
                                                                                           $30.00     Feb-99      $132,540
                                                                                           $32.40     Feb-01      $143,143
- ----------------------------------------------------------------------------------------------------------------------------
123  Poms, Smith, Lande           3800                 27,143      Feb-94      May-02       $7.04     Feb-94      $191,079  
                                                                                           $27.60     Apr-97      $749,119
                                                                                           $30.00     Feb-99      $814,260
                                                                                           $32.40     Feb-01      $879,400
- ----------------------------------------------------------------------------------------------------------------------------
124  Banque de Paribas            3900                 10,712      Oct-84      Jun-01      $39.31     Oct-84      $421,110  
                                                                                           $40.88     Sep-93      $437,906
                                                                                           $42.52     Sep-94      $455,472
                                                                                           $44.22     Sep-95      $473,691
                                                                                           $45.99     Sep-96      $492,639
                                                                                           $20.78     Aug-97      $222,595
                                                                                           $22.63     Sep-97      $242,413
                                                                                           $47.83     Dec-97      $512,355
                                                                                           $49.74     Sep-98      $532,815
                                                                                           $51.73     Sep-99      $554,132
                                                                                           $53.80     Sep-00      $576,306
- ----------------------------------------------------------------------------------------------------------------------------
125  Del Rubel                    3910                  8,489      May-93      Apr-99      $14.04     May-93      $119,186  
                                                                                           $28.08     May-94      $238,371
- ----------------------------------------------------------------------------------------------------------------------------
126  Hitachi                      3940                  2,224      Feb-94      Jan-99      $24.00                  $53,376  
- ----------------------------------------------------------------------------------------------------------------------------
127  AMC                          3945                  2,124      Jan-96      Dec-98      $24.00                  $50,976  
- ----------------------------------------------------------------------------------------------------------------------------
128  Alan Goldman                 3950-E                3,176      Nov-92      Jun-96      $23.61     Nov-92       $75,000  
                                                                                           $34.01     Sep-94      $108,000
                                                                                           $23.61     Oct-95       $75,000
- ----------------------------------------------------------------------------------------------------------------------------
 --  Vacant                       3999        417
- ----------------------------------------------------------------------------------------------------------------------------
129  Gibson Dunn & Crut           4000                 26,888      Apr-96      Feb-03      $49.02     Mar-93    $1,318,122  
                                                                                           $51.01     Mar-94    $1,371,476
                                                                                           $80.70     Jan-95    $2,169,985
                                                                                           $33.84     Jan-96      $909,890
- ----------------------------------------------------------------------------------------------------------------------------
130  California Commerce Bank     4100                 27,023      Feb-97      Jan-08      $26.52                 $716,650  
- ----------------------------------------------------------------------------------------------------------------------------
131  California Commerce Bank     4200                 10,480      Feb-97      Jan-08      $26.52                 $277,930  
- ----------------------------------------------------------------------------------------------------------------------------
132  Vacant                       4200-V   16,562                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
133  Johnson & Higgins            4300                  9,432      Jan-96      Mar-09      $14.04     Jan-96      $132,425  
                                                                                           $16.15     Jan-99      $152,327
                                                                                           $18.57     Jan-04      $175,152
- ----------------------------------------------------------------------------------------------------------------------------
134  Redev 43rd Floor             4300                             Jan-20      Dec-20                                       
- ----------------------------------------------------------------------------------------------------------------------------
135  Gibson Dunn (Expired)        4330-E                2,728      Jan-93      Apr-96      $15.95                  $43,512  
- ----------------------------------------------------------------------------------------------------------------------------
136  Vacant                       4380-V    3,404                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
137  California Commerce Bank     4380                    500      Feb-97      Jan-08      $14.40                   $7,200  
- ----------------------------------------------------------------------------------------------------------------------------
138  Vacant                       4383-V    1,279                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
139  Vacant                       4385-V      995                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
140  Poms, Smith, Lande           4390-E                2,359      Feb-94      Jan-97      $14.40                  $33,969  
- ----------------------------------------------------------------------------------------------------------------------------
141  Sarah Milliken               4392                    919      Mar-94      Jan-99       $0        Mar-94            $0  
                                                                                           $13.20     Feb-95       $12,131
                                                                                            $0        Jan-96            $0
                                                                                           $13.20     Feb-96       $12,131
                                                                                               $0     Jan-97            $0
                                                                                           $13.20     Feb-97       $12,131
                                                                                               $0     Jan-98            $0
                                                                                           $13.20     Feb-98       $12,131
                                                                                               $0     Jan-99
- ----------------------------------------------------------------------------------------------------------------------------
142  Vacant                       4393-V    1,951                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
143  Redev 44th Floor             4400                             Jan-20      Dec-20                                       
- ----------------------------------------------------------------------------------------------------------------------------
144  Transit Casualty             4400                 19,169      Dec-94      Dec-99      $12.00                 $230,028  
- ----------------------------------------------------------------------------------------------------------------------------
145  Vacant                       4450-V    4,788                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
     NORTH TOWER Totals (SF):              60,468   1,065,420                   1,125,888  Total                      
============================================================================================================================
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
122  Poms, Smith, Lande                                                                 Base Year         0         $31.11
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
123  Poms, Smith, Lande                                                              94 Prop 13-1         0
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
124  Banque de Paribas                                           Banque de Parib    Banque Par-10         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
125  Del Rubel                                                                          l Rubel-4         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
126  Hitachi                                                                              94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
127  AMC                                                                                Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
128  Alan Goldman                                                                       Base Year         3
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 --  Vacant                      
- ----------------------------------------------------------------------------------------------------------------------------
129  Gibson Dunn & Crut                                                              93 Prop 13-1         0
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
130  California Commerce Bank                                                           Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
131  California Commerce Bank                                                           Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
132  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
133  Johnson & Higgins                                                               94 Prop 13-1         0
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
134  Redev 43rd Floor                                                                        None
- ----------------------------------------------------------------------------------------------------------------------------
135  Gibson Dunn (Expired)                                                              Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
136  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
137  California Commerce Bank                                                           Base Year
- ----------------------------------------------------------------------------------------------------------------------------
138  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
139  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
140  Poms, Smith, Lande                                                                   94 Base         0
- ----------------------------------------------------------------------------------------------------------------------------
141  Sarah Milliken                                                                       94 Base         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
142  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
143  Redev 44th Floor                                                                        None
- ----------------------------------------------------------------------------------------------------------------------------
144  Transit Casualty                                                                94 Prop 13-1         2
- ----------------------------------------------------------------------------------------------------------------------------
145  Vacant                                                                             Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
     NORTH TOWER Totals (SF):    94.6%  Occupancy                5.4% Vacancy        Century Plaza Towers
============================================================================================================================
</TABLE>


                                     5 of 5
Rent Roll for North Tower                                              CUSHMAN &
NORTH5.XLS                                                             WAKEFIELD
                                                                       

<PAGE>

Rent Roll                                                           [LOGO]
CENTURY PLAZA TOWERS                                        CENTURY PLAZA TOWERS
2049 Century Park East, North Tower

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
  1  William McGarry (3,325 sf)   0                                Sep-93      Aug-15      $11.40                  $37,905  
- ----------------------------------------------------------------------------------------------------------------------------
  2  Bank of America              100                  14,190      Oct-94      Sep-04      $18.00     Oct-94      $255,420  
                                                                                           $30.95     Oct-99      $439,222
- ----------------------------------------------------------------------------------------------------------------------------
  3  Bank of America              200                  25,221      Oct-94      Sep-04      $22.80     Oct-94      $575,039  
                                                                                           $24.00     Oct-99      $605,304
- ----------------------------------------------------------------------------------------------------------------------------
  4  Bank of America              300                   5,980      Oct-94      Sep-04      $22.80     Oct-94      $136,344  
                                                                                           $24.00     Oct-99      $143,520
- ----------------------------------------------------------------------------------------------------------------------------
  5  Vacant-Unisys                305-V     8,937                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
  6  Vacant                       310-V    10,304                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
  7  NWQ Investment               400                  20,700      Jul-97      Jun-07      $25.20     Jun-97      $521,640  
                                                                                           $30.00     Jun-02      $621,000
- ----------------------------------------------------------------------------------------------------------------------------
  8  Vacant                       405       4,521                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
  9  Littler Mendelson            500                  25,221      Sep-96      Oct-07      $27.80     Sep-96      $702,153  
                                                                                           $29.40     Nov-01      $741,497
- ----------------------------------------------------------------------------------------------------------------------------
 10  Rosenfeld Lindsey            600                   4,318      Jul-93      Jul-98      $21.00                  $90,678  
- ----------------------------------------------------------------------------------------------------------------------------
 11  Littler Mendelson            610                   5,384      Sep-96      Oct-07      $27.84     Sep-96      $149,891  
                                                                                           $29.40     Nov-01      $158,290
- ----------------------------------------------------------------------------------------------------------------------------
 12  Littler Mendelson            620                   2,216      Mar-97      Oct-07      $27.84     Sep-96       $61,693  
                                                                                           $29.40     Nov-01       $65,150
- ----------------------------------------------------------------------------------------------------------------------------
 13  Littler Mendelson            630                   1,400      Mar-97      Oct-07      $27.84     Mar-97       $38,976  
                                                                                           $29.40     Nov-01       $41,160
- ----------------------------------------------------------------------------------------------------------------------------
 14  Littler Mendelson            640                   1,585      Mar-97      Oct-07      $27.84     Mar-97       $44,126  
                                                                                           $29.40     Nov-01       $46,599
- ----------------------------------------------------------------------------------------------------------------------------
 15  Search West                  650                   7,170      Jan-96      Mar-04      $20.40                 $146,268  
- ----------------------------------------------------------------------------------------------------------------------------
 16  Co-Counsel                   690                   3,076      Nov-95      Nov-00      $21.60                  $66,442  
- ----------------------------------------------------------------------------------------------------------------------------
 17  Unallocated Space            699          72                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 18  Transamerica                 700                   7,831      Jun-95      May-00      $20.40                 $159,752  
- ----------------------------------------------------------------------------------------------------------------------------
 19  Jerome Levine                710                   4,181      Feb-95      Jan-98      $21.00                  $87,801  
- ----------------------------------------------------------------------------------------------------------------------------
 20  Shahrokh                     720                     958      Nov-95      Oct-97      $21.00                  $20,118  
- ----------------------------------------------------------------------------------------------------------------------------
 21  Tisdale Nicholson            755                   5,495      Aug-95      Jun-00      $21.60                 $118,692  
- ----------------------------------------------------------------------------------------------------------------------------
 22  Laskl & Gordon               760                   3,232      Jan-94      Dec-98      $24.00                  $77,568  
- ----------------------------------------------------------------------------------------------------------------------------
 23  Marcus Prajogi               780                   1,253      Mar-93      Feb-98      $21.00                  $26,313  
- ----------------------------------------------------------------------------------------------------------------------------
 24  Transamerica                 790                   2,276      Dec-95      Nov-97      $20.40                  $46,431  
- ----------------------------------------------------------------------------------------------------------------------------
 25  McGee Willis                 800-T                 6,086      Jul-94      Sep-99      $21.00                 $127,806  
- ----------------------------------------------------------------------------------------------------------------------------
 26  COMP USA                     810                   5,580      Oct-95      Sep-00      $22.20                 $123,876  
- ----------------------------------------------------------------------------------------------------------------------------
 27  Vacant                       820-V       746                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 28  Int'l Inst Business          825                   1,209      May-95      Apr-98      $21.00                  $25,389  
- ----------------------------------------------------------------------------------------------------------------------------
 29  GEMS Int'l TV                830                   1,157      Jan-95      Jan-98      $21.00                  $24,297  
- ----------------------------------------------------------------------------------------------------------------------------
 30  Lifetime Entertainment       840                  10,070      Jan-92      Jan-02      $30.00     Jan-92      $302,100  
                                                                                           $31.20     Feb-93      $314,184
                                                                                           $32.45     Feb-94      $326,751
                                                                                           $33.75     Feb-95      $339,821
                                                                                           $35.10     Feb-96      $353,414
                                                                                           $36.50     Feb-97      $367,550
                                                                                           $37.96     Feb-98      $382,252
                                                                                           $39.48     Feb-99      $397,542
                                                                                           $41.06     Feb-00      $413,444
                                                                                           $42.70     Feb-01      $429,982
- ----------------------------------------------------------------------------------------------------------------------------
 31  Unallocated Space            899         373                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 32  King Weiser                  900                  16,032      Jun-87      Dec-97      $24.00                 $384,768  
                                                                   Option      Dec-99      $24.00                 $384,768  
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>              <C>                 <C>                 <C>        <C>
  1  William McGarry (3,325 sf)   CPI 2 1/2%                                                 None         0
- ----------------------------------------------------------------------------------------------------------------------------
  2  Bank of America                                                                  Type 2 1995         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
  3  Bank of America                                                                  Type 2 1995         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
  4  Bank of America                                                                  Type 2 1995         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
  5  Vacant-Unisys                                                                      Base Year         0        < 12K
- ----------------------------------------------------------------------------------------------------------------------------
  6  Vacant                                                                             Base Year         0        1st>12K
- ----------------------------------------------------------------------------------------------------------------------------
  7  NWQ Investment                                                                     Base Year         0         $38.88
                                 
- ----------------------------------------------------------------------------------------------------------------------------
  8  Vacant                                                                             Base Year
- ----------------------------------------------------------------------------------------------------------------------------
  9  Littler Mendelson                                                                Type 1-1996        14
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 10  Rosenfeld Lindsey                                                                    BY-1994         1
- ----------------------------------------------------------------------------------------------------------------------------
 11  Littler Mendelson                                                                Type 1-1996        14
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 12  Littler Mendelson                                                                Type 1-1996        14
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 13  Littler Mendelson                                                                Type 1-1996        14
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 14  Littler Mendelson                                                                Type 1-1996        14
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 15  Search West                                                                          BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 16  Co-Counsel                                                                           BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 17  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
 18  Transamerica                                                                     Type 1-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 19  Jerome Levine                                                                        BY-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 20  Shahrokh                                                                             BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 21  Tisdale Nicholson                                                                    BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 22  Laskl & Gordon                                                                   Type 1-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 23  Marcus Prajogi                                                                       BY-1993         0
- ----------------------------------------------------------------------------------------------------------------------------
 24  Transamerica                                                                      Type1-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 25  McGee Willis                                                                     Type 1-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 26  COMP USA                                                                         Type 1-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 27  Vacant                                                                             Base Year         0        1st<12K
- ----------------------------------------------------------------------------------------------------------------------------
 28  Int'l Inst Business                                                                  BY-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 29  GEMS Int'l TV                                                                        BY-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 30  Lifetime Entertainment                                      Lifetime              Rolling BY        16
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 31  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
 32  King Weiser                                                                          BY-1994         0
                                                                                          BY-1994         0            Yes
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


Rent Roll for South Tower                                              CUSHMAN &
SOUTH5.XLS                                                             WAKEFIELD

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
 33  Lennar Partners              920-T                 5,863      Apr-96      Mar-01      $22.68                 $132,973  
- ----------------------------------------------------------------------------------------------------------------------------
 34  Thompson Trading             940                   1,192      Nov-95      Dec-97      $22.80                  $27,178  
- ----------------------------------------------------------------------------------------------------------------------------
 35  Berry & Callahan             950-T                 2,229      Jul-94      Jul-99      $21.72                  $48,414
- ----------------------------------------------------------------------------------------------------------------------------
 36  Amer. Multi-Cine             1010                  2,649      Aug-95      Nov-01      $24.60                  $65,165
- ----------------------------------------------------------------------------------------------------------------------------
 37  Amer. Multi-Cine             1020                  8,718      Dec-94      Nov-01      $24.60                 $214,463
- ----------------------------------------------------------------------------------------------------------------------------
 38  Amer. Multi-Cine             1050                  4,518      Aug-95      Nov-01      $24.60                 $111,143
- ----------------------------------------------------------------------------------------------------------------------------
 39  Arant Kleinberg              1080                  9,336      Dec-92      Jul-98      $21.36     Dec-92      $199,417  
                                                                                           $23.40     Dec-93       $218,462
                                                                                           $21.72     Aug-94      $202,784
                                                                                           $22.53     Feb-95      $210,301
                                                                                           $23.40     Mar-95      $218,462
                                                                                           $24.60     Aug-95      $229,656
                                                                                           $25.80     Aug-96      $240,869
                                                                                           $27.00     Aug-97      $252,072
- ----------------------------------------------------------------------------------------------------------------------------
 40  Barrister Executiv           1100                 25,221      Jan-93      Jun-00      $19.92     Jan-93      $502,402  
                                                                                           $21.60     Jan-96      $544,774
                                                                                           $27.36     Jan-97      $690,047
                                                                                           $28.44     Jan-98      $717,285
                                                                                           $29.52     Jan-99      $744,524
                                                                                           $30.60     Jan-00      $771,763
- ----------------------------------------------------------------------------------------------------------------------------
 41  Barrister Executiv           1200                 25,221      Jan-93      Jun-00      $19.92     Jan-93      $502,402  
                                                                                           $21.60     Jan-96      $544,774
                                                                                           $27.36     Jan-97      $690,047
                                                                                           $28.44     Jan-98      $717,285
                                                                                           $29.52     Jan-99      $744,524
                                                                                           $30.60     Jan-00      $771,763
- ----------------------------------------------------------------------------------------------------------------------------
 42  Prudential Securit           1300                 15,085      Feb-89      Dec-96      $26.40                 $398,244  
                                                               Option          Dec-96      $26.40                 $398,244  
                                                               Option          Dec-06      $26.40                 $398,244  
- ----------------------------------------------------------------------------------------------------------------------------
 43  Kutack Rock                  1330-E                3,179      Oct-94      Dec-96      $21.00                  $66,759  
- ----------------------------------------------------------------------------------------------------------------------------
 44  Prudential                   1350                  6,935      Mar-95      Dec-96      $26.40                 $183,084  
                                                               Option          Dec-06      $26.40                 $183,084  
- ----------------------------------------------------------------------------------------------------------------------------
 45  Teledyne                     1400-T               25,157      Aug-95      Jul-11      $23.40     Aug-95      $588,159  
                                                                                           $25.80     Aug-02      $649,051
                                                                                           $30.00     Aug-06      $754,710
- ----------------------------------------------------------------------------------------------------------------------------
 46  Teledyne                     1500-T               25,135      Aug-95      Jul-11      $23.40     Aug-95      $588,159  
                                                                                                                  $649,051
                                                                                                                  $754,710
- ----------------------------------------------------------------------------------------------------------------------------
 47  Kelco Realty                 1600                 25,164      Jan-93      Dec-98      $15.50     Jan-93      $390,042  
                                                                                           $17.43     Jan-95      $438,515
                                                                                           $21.41     Jan-97      $538,747
                                                                                           $23.40     Jan-99      $588,863
                                                                                           $25.39     Jan-01      $638,979
                                                                                           $29.38     Jan-03      $739,211
                                                               Option          Dec-04      $15.50     Jan-93      $390,042  
                                                                                           $17.43     Jan-95      $438,515
                                                                                           $21.41     Jan-97      $538,747
                                                                                           $23.40     Jan-99      $588,863
                                                                                           $25.39     Jan-01      $638,979
                                                                                           $29.38     Jan-03      $739,211
- ----------------------------------------------------------------------------------------------------------------------------
 48  Unallocated Space            1600                     64                                                               
- ----------------------------------------------------------------------------------------------------------------------------
 49  Kelco Realty                 1700                              25,694     Jan-93      $15.50     Jan-93      $398,257  
                                                                                           $17.57     Jan-95      $451,500
                                                                                           $21.59     Jan-97      $554,700
                                                                                           $23.60     Jan-99      $606,300
                                                                                           $25.61     Jan-01      $657,900
                                                                                           $29.62     Jan-03      $761,000
                                                               Option          Dec-04      $15.50     Jan-93      $398,257  
                                                                                           $17.57     Jan-95      $451,500
                                                                                           $21.59     Jan-97      $554,700
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
 33  Lennar Partners                                                                      By-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 34  Thompson Trading                                                                     By-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 35  Berry & Callahan                                                                 Type 1-1994         2
- ----------------------------------------------------------------------------------------------------------------------------
 36  Amer. Multi-Cine                                                                 Type 3-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 37  Amer. Multi-Cine                                                                 Type 3-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 38  Amer. Multi-Cine                                                                 Type 3-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 39  Arant Kleinberg                                                                      By-1993         4
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 40  Barrister Executiv                                                                   By-1993         4
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 41  Barrister Executiv                                                                   By-1993         0
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 42  Prudential Securit                                                               Type 1-1995         0
                                                                                      Type 1-1995         0          $8.64
                                                                                      Type 1-1995         0          $4.32
- ----------------------------------------------------------------------------------------------------------------------------
 43  Kutack Rock                                                                          BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 44  Prudential                                                                       Type 1-1995         0
                                                                                      Type 1-1995         0          $4.32
- ----------------------------------------------------------------------------------------------------------------------------
 45  Teledyne                                                                         Type 2-1995         0
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 46  Teledyne                                                                         Type 2-1995         0
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 47  Kelco Realty                                                                     Type 8-1993         0
                                 
                                 
                                 
                                 
                                 
                                                                                      Type 8-1993         0          $7.50
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 48  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
 49  Kelco Realty                                                                     Type 8-1993         0
                                 
                                 
                                 
                                 
                                 
                                                                                      Type 8-1993         0          $7.50
                                 
                                 
</TABLE>                       


Rent Roll for South Tower                                              CUSHMAN &
SOUTH5.XLS                                                             WAKEFIELD

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
                                                                                           $23.60     Jan-99      $606,300
                                                                                           $25.61     Jan-01      $657,900
                                                                                           $29.62     Jan-03      $761,000
 50  Barrister Executiv           1800                 25,800      Jan-93      Jun-00      $19.47     Jan-93      $502,402  
                                                                                           $21.12     Jan-96      $544,774  
                                                                                           $26.75     Jan-97      $690,047  
                                                                                           $27.80     Jan-98      $717,285  
                                                                                           $28.86     Jan-99      $744,524  
                                                                                           $29.91     Jan-00      $771,763  
- ----------------------------------------------------------------------------------------------------------------------------
 51  Commonwealth of AS           1900                 25,800      Sep-96      Aug-06      $22.20     Sep-96      $572,760  
                                                                                           $24.60     Sep-01      $634,680  
- ----------------------------------------------------------------------------------------------------------------------------
 52  Saudi Arabian Air            2000                  5,361      Dec-90      Nov-97      $32.40                 $173,696  
- ----------------------------------------------------------------------------------------------------------------------------
 53  Smylie & Selman              2060                 18,674      Jan-88      Dec-97      $24.60                 $459,380  
- ----------------------------------------------------------------------------------------------------------------------------
 54  Video Conference             2090                  1,631      Jan-96      Dec-25       $0.00                       $0  
- ----------------------------------------------------------------------------------------------------------------------------
 55  Murphy Weir                  2100                 18,594      Feb-92      Jan-99      $31.47     Feb-95      $585,153  
                                                                                           $32.41     Feb-96      $602,632  
                                                                                           $33.39     Feb-97      $620,854  
                                                                                           $34.39     Feb-98      $639,448  
- ----------------------------------------------------------------------------------------------------------------------------
 56  David Rosen                  2120                  2,523      Nov-95      Dec-00      $24.48                  $61,763  
- ----------------------------------------------------------------------------------------------------------------------------
 57  Queensland Trade Bureau      2130                  2,444      Sep-96      Aug-01      $27.00                  $65,988  
- ----------------------------------------------------------------------------------------------------------------------------
 58  Tressler et al.              2140                  2,248      Nov-95      Oct-00      $24.48                  $55,031  
- ----------------------------------------------------------------------------------------------------------------------------
 59  Quisenberry                  2200                 10,909      Feb-94      Feb-04      $24.00                 $261,816  
                                                                                           $31.20                 $340,361  
- ----------------------------------------------------------------------------------------------------------------------------
 60  Quisenbury & Barnanbel       2250                  4,081      Aug-96      Feb-04      $24.00                  $97,944  
                                                                                           $31.20                 $127,327  
- ----------------------------------------------------------------------------------------------------------------------------
 61  Mark Rosenberg               2270                  2,032      Oct-95      Aug-99      $24.56                  $49,896  
- ----------------------------------------------------------------------------------------------------------------------------
 62  Tsugawa Investment           2280                  1,397      Apr-96      Dec-98      $24.00                  $33,528  
- ----------------------------------------------------------------------------------------------------------------------------
 63  Gems Television              2290                  2,557      Oct-96      Sep-01      $25.20                  $64,436  
- ----------------------------------------------------------------------------------------------------------------------------
 64  Comedy Partners              2295                  4,824      Oct-94      Oct-99      $22.80                 $109,987  
- ----------------------------------------------------------------------------------------------------------------------------
 65  Unallocated Space            2299         52                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 66  Economic Analysis            2310                  6,490      Jan-95      Oct-00      $24.26     Jan-95      $157,437  
                                                                                           $24.60     Jan-97      $159,654  
- ----------------------------------------------------------------------------------------------------------------------------
 67  Anglo American               2330-T                1,732      Jun-96      Jul-01      $21.24     Jun-96       $36,788  
                                                                                           $22.80     Jun-99       $39,490  
- ----------------------------------------------------------------------------------------------------------------------------
 68  Vacant                       2350-V   17,452                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 69  Unallocated Space            2399        126                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 70  Lavely & Singer              2400                 12,119      Jul-93      Jun-99      $27.00                 $327,213  
- ----------------------------------------------------------------------------------------------------------------------------
 71  Brenner & Glassbur           2450                  1,771      Apr-94      Mar-99      $11.70     Apr-94       $20,720  
                                                                                           $23.40     Sep-94       $41,441  
- ----------------------------------------------------------------------------------------------------------------------------
 72  Rubenstein/Justman           2460                  5,187      Jan-95      Jan-00      $23.28                 $120,753  
- ----------------------------------------------------------------------------------------------------------------------------
 73  Mahoney Coppenrath           2490                  5,575      Nov-96      Oct-04      $13.50     Nov-96       $75,263  
                                                                                            $0.00     May-97            $0  
                                                                                           $27.00     Jun-97      $150,525  
- ----------------------------------------------------------------------------------------------------------------------------
 74  Mahoney (Must Take)          2490                  1,206      Nov-96      Oct-04      $13.50     Nov-96       $16,281  
                                                                                            $0.00     May-97            $0  
                                                                                           $27.00     Jun-97       $32,562  
- ----------------------------------------------------------------------------------------------------------------------------
 75  Kaufman & Bernstel           2500                  7,722      Jun-94      May-04      $24.00     Jun-94      $185,328  
                                                                                           $25.80     Jun-99      $199,228  
- ----------------------------------------------------------------------------------------------------------------------------
 76  Army Times Publish           2515                    989      Nov-93      Oct-99      $28.08     Jan-93       $27,771  
                                                                                           $21.48     Nov-94       $21,244  
                                                                                           $22.56     Nov-95       $22,312  
                                                                                           $23.52     Nov-96       $23,261  
                                                                                           $24.60     Nov-97       $24,329  
                                                                                           $25.56     Nov-98       $25,279  
- ----------------------------------------------------------------------------------------------------------------------------
 77  Shin Han Superior            2518                  1,000      Oct-94      Dec-97      $22.20                  $22,200  
- ----------------------------------------------------------------------------------------------------------------------------
 78  Noemi Pollack                2520                  3,067      Jan-93      Dec-97      $21.60                  $66,247  
- ----------------------------------------------------------------------------------------------------------------------------
 79  USA Network                  2530                  2,566      May-95      Apr-00      $24.00                  $61,584  
- ----------------------------------------------------------------------------------------------------------------------------
 80  USA Network                  2550                  8,338      May-90      Apr-00      $35.40     May-90      $295,165  
                                                                                           $17.70     Jun-90      $147,583  
                                                                                           $35.40     Mar-92      $295,165
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
                                 
                                 
                                 
 50  Barrister Executiv                                                                   By-1993         0
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 51  Commonwealth of AS                                                           
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 52  Saudi Arabian Air               65% CPI     14,436 $/YR     Saudi Air             Rolling BY         0
- ----------------------------------------------------------------------------------------------------------------------------
 53  Smylie & Selman                 50% CPI                                           Rolling BY         0
- ----------------------------------------------------------------------------------------------------------------------------
 54  Video Conference                                                                        None         0
- ----------------------------------------------------------------------------------------------------------------------------
 55  Murphy Weir                                                 Murphy/Weir         Type 11-1992        15
                                                                                  
                                                                                  
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 56  David Rosen                                                                      Type 1-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 57  Queensland Trade Bureau                                                          Type 1-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 58  Tressler et al.                                                                      BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 59  Quisenberry                                                                      Type 1-1994
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 60  Quisenbury & Barnanbel                                                           Type 1-1996         0
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 61  Mark Rosenberg                                                                       BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 62  Tsugawa Investment                                                                   BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 63  Gems Television                                                                  Type 1-1996         0         $10.00
- ----------------------------------------------------------------------------------------------------------------------------
 64  Comedy Partners                                                                      BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 65  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
 66  Economic Analysis                                                                    BY-1995         0
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 67  Anglo American                                                                   Type 1-1996         0
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 68  Vacant                                                                             Base Year         0        1st>12K
- ----------------------------------------------------------------------------------------------------------------------------
 69  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
 70  Lavely & Singer                                                                  Type 4-1993         4
- ----------------------------------------------------------------------------------------------------------------------------
 71  Brenner & Glassbur                                                                   BY-1994         0
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 72  Rubenstein/Justman                                                               Type 1-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 73  Mahoney Coppenrath                                                               Type 1-1996         3
                                                                                  
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 74  Mahoney (Must Take)                                                              Type 1-1996         0
                                                                                  
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 75  Kaufman & Bernstel                                                               Type 3-1994         0
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 76  Army Times Publish                                                                   BY-1993         3
                                                                                  
                                                                                  
                                                                                  
                                                                                  
                                                                                  
- ----------------------------------------------------------------------------------------------------------------------------
 77  Shin Han Superior                                                                    BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 78  Noemi Pollack                                                                        BY-1993         0
- ----------------------------------------------------------------------------------------------------------------------------
 79  USA Network                                                                          BY-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 80  USA Network                     65% CPI    31,932 $/1YR     USA Network           Rolling BY         0
                                                                              
                                 
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


Rent Roll for South Tower                                              CUSHMAN &
SOUTH5.XLS                                                             WAKEFIELD

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
 81  M.G. Young                   2580                  2,068      Nov-94      Oct-97      $22.20                  $45,865  
- ----------------------------------------------------------------------------------------------------------------------------
 82  Unallocated Space            2599        283                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 83  Century City Chamber         2610-E                2,254      Dec-95      Dec-96      $24.00                  $54,096  
- ----------------------------------------------------------------------------------------------------------------------------
 84  Premisys (Building Mgmt)     2650-E               10,860      Mar-94      Dec-96      $24.58                 $266,983  
- ----------------------------------------------------------------------------------------------------------------------------
 85  Legal Research               2660                  3,611      Sep-94      Aug-97      $22.20                  $80,164  
- ----------------------------------------------------------------------------------------------------------------------------
 86  Centennial Federal           2670                  1,793      May-95      Apr-00      $22.20                  $39,805  
- ----------------------------------------------------------------------------------------------------------------------------
 87  Mike Manesh                  2680                  1,354      Apr-94      Mar-99      $21.00                  $28,434  
- ----------------------------------------------------------------------------------------------------------------------------
 88  Behr & Robinson              2690                  6,114      Jan-95      Oct-00      $11.46     Jan-95       $70,065  
                                                                                           $22.92     Feb-95      $140,133  
- ----------------------------------------------------------------------------------------------------------------------------
 89  Joseph Blake                 2700                  3,119      Jun-93      May-98      $24.60     Jun-93       $76,727  
                                                                                           $25.34     Jun-94       $79,035  
                                                                                           $26.10     Jun-95       $81,406  
                                                                                           $26.88     Jun-96       $83,839  
                                                                                           $27.69     Jun-97       $86,365  
- ----------------------------------------------------------------------------------------------------------------------------
 90  Cheung Am Corp.              2710-P                3,317      Jul-96      Jun-99      $24.60                  $81,598  
- ----------------------------------------------------------------------------------------------------------------------------
 91  Fujisankei                   2720                  3,350      Oct-92      Sep-97      $34.80                 $116,580  
- ----------------------------------------------------------------------------------------------------------------------------
 92  Davis Management             2725                    635      Sep-94      Nov-98      $22.80                  $14,478  
- ----------------------------------------------------------------------------------------------------------------------------
 93  Academy of Teutsch           2730                    968      Dec-93      Dec-98      $21.60                  $20,866  
- ----------------------------------------------------------------------------------------------------------------------------
 94  Metropolitan Life            2740-E                1,123      Jun-92      May-97      $34.80     Jun-92       $39,080  
                                                                                           $35.84     Jun-93       $40,252
                                                                                           $36.92     Jun-94       $41,460
                                                                                           $36.03     Jun-95       $42,704
                                                                                           $39.17     Jun-96       $43,985
- ----------------------------------------------------------------------------------------------------------------------------
 95  Ken Linder                   2750                  5,040      Jul-94      May-00      $18.48     Jul-94       $93,139  
                                                                                           $21.60     Nov-94      $108,864
                                                                                           $24.00     May-97      $120,960
- ----------------------------------------------------------------------------------------------------------------------------
 96  Dr. Norman Sprague           2760-E                  803      Jan-96      Dec-96      $24.00                  $19,272  
- ----------------------------------------------------------------------------------------------------------------------------
 97  Vacant                       2770-V    1,341                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
 98  Epstein Reed                 2790                  6,281      Oct-89      Sep-99      $25.80                 $162,050  
- ----------------------------------------------------------------------------------------------------------------------------
 99  Century Park Inves           2800                 52,414      Jan-93      Dec-00      $19.20     Jan-93     $1,006,349 
                                                                                           $21.20     Jan-95     $1,111,177
                                                                                           $25.20     Jan-97     $1,320,832
                                                                                           $25.70     Jan-99     $1,441,385
                                                                                           $29.50     Jan-01     $1,546,213
                                                                                           $33.50     Jan-03     $1,755,869
- ----------------------------------------------------------------------------------------------------------------------------
100  Unallocated Space            2899        513                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
101  Unallocated Space            2999        513                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
102  The Boston Group             3000-T               18,522      Jul-96      Jun-06      $21.00     Jul-96      $388,962  
                                                                                           $25.80     Jan-99      $477,868
                                                                                           $28.20     Jul-01      $522,320
- ----------------------------------------------------------------------------------------------------------------------------
103  Prudential Insurance         3090                  8,198      Jan-93      Dec-02      $26.40     Jan-93      $216,427  
                                                                                           $28.20     Jan-98      $231,183
- ----------------------------------------------------------------------------------------------------------------------------
104  Lebovits & David             3100                  4,576      Apr-94      Apr-99      $22.00                 $100,672  
- ----------------------------------------------------------------------------------------------------------------------------
105  Loepold Petrich              3110-T                9,840      Aug-95      Aug-00      $22.20                 $218,448  
- ----------------------------------------------------------------------------------------------------------------------------
106  Barry Fisher                 3160-E                4,018      Feb-92      Jan-97      $34.80                 $139,826  
- ----------------------------------------------------------------------------------------------------------------------------
107  Kleinberg & Lange            3180                  8,264      Mar-96      Feb-03      $23.16                 $191,394  
- ----------------------------------------------------------------------------------------------------------------------------
108  Unallocated Space            3199         22                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
109  Proskauer Rose (26,720 sf)   3200                             Sep-97      Aug-07      $27.00                 $721,440  
- ----------------------------------------------------------------------------------------------------------------------------
110  Weissburg &  Aronso          3200+                26,528      Sep-86      Feb-97      $25.20                 $668,506  
- ----------------------------------------------------------------------------------------------------------------------------
111  Unallocated Space            3299        192                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
112  Proskauer Rose (8,780 sf)    3300                             Sep-97      Aug-07      $27.00                 $237,060  
- ----------------------------------------------------------------------------------------------------------------------------
 --  Weissburg &  Aronso          3300+                11,126      Sep-86      Feb-97      $25.20                 $280,375  
- ----------------------------------------------------------------------------------------------------------------------------
113  Vacant                       3301-V                                                                                    
- ----------------------------------------------------------------------------------------------------------------------------
114  Shamrock Investmen           3330                  3,045      Jun-94      Aug-97      $23.75     Jun-94       $72,320  
                                                                                           $25.20     Jan-97       $76,734
- ----------------------------------------------------------------------------------------------------------------------------
115  Vacant                       3350-V    7,395                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
116  Vacant                       3380-V    1,569                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
117  Vacant                       3390-V    3,505                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
118  Unallocated Space            3399         80                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Rent Roll for South Tower                                              CUSHMAN &
SOUTH5.XLS                                                             WAKEFIELD



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
 81  M.G. Young                                                                           BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 82  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
 83  Century City Chamber                                                                    None         0
- ----------------------------------------------------------------------------------------------------------------------------
 84  Premisys (Building Mgmt)                                                             BY-1993         0
- ----------------------------------------------------------------------------------------------------------------------------
 85  Legal Research                                                                       BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 86  Centennial Federal                                                                   BY-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
 87  Mike Manesh                                                                          By-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 88  Behr & Robinson                                                                  Type 2-1995         0
                                                                              
- ----------------------------------------------------------------------------------------------------------------------------
 89  Joseph Blake                                                                         BY-1993         0
                                                                              
                                                                              
                                                                              
                                                                              
- ----------------------------------------------------------------------------------------------------------------------------
 90  Cheung Am Corp.                                                                  Type 1-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 91  Fujisankei                      65% CPI     4,932 $/YR      Fujisankei            Rolling BY        10
- ----------------------------------------------------------------------------------------------------------------------------
 92  Davis Management                                                                     BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 93  Academy of Teutsch                                                                   BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 94  Metropolitan Life                                           Metlife               Rolling BY         9
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 95  Ken Linder                                                                           BY-1994         0
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
 96  Dr. Norman Sprague                                                                   BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 97  Vacant                                                                             Base Year         0        1st<12K
- ----------------------------------------------------------------------------------------------------------------------------
 98  Epstein Reed                                                                         BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
 99  Century Park Inves                                                               Type 1-1993         0
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
100  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
101  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
102  The Boston Group                                                                 Type 2-1996         0
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
103  Prudential Insurance                                                             Type 2-1993         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
104  Lebovits & David                                                                     BY-1994         2
- ----------------------------------------------------------------------------------------------------------------------------
105  Loepold Petrich                                                                  Type 1-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
106  Barry Fisher                    65% CPI      7,596 $/YR      Barry Fisher         Rolling BY        15
- ----------------------------------------------------------------------------------------------------------------------------
107  Kleinberg & Lange                                                                Type 2-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
108  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
109  Proskauer Rose (26,720 sf)                                                       Type 1-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
110  Weissburg &  Aronso            100% CPI     45,679 $/YR     Weissburg             Rolling BY         6
- ----------------------------------------------------------------------------------------------------------------------------
111  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
112  Proskauer Rose (8,780 sf)                                                        Type 1-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
 --  Weissburg &  Aronso            100% CPI     45,679 S/YR     Weissburg             Rolling BY         6
- ----------------------------------------------------------------------------------------------------------------------------
113  Vacant                                                                             Base Stop
- ----------------------------------------------------------------------------------------------------------------------------
114  Shamrock Investmen                                                               Type 1-1994         6
                                 
- ----------------------------------------------------------------------------------------------------------------------------
115  Vacant                                                                             Base Year         0        1st<12K
- ----------------------------------------------------------------------------------------------------------------------------
116  Vacant                                                                             Base Year         0        1st<12K
- ----------------------------------------------------------------------------------------------------------------------------
117  Vacant                                                                             Base Year         0        1st<12K
- ----------------------------------------------------------------------------------------------------------------------------
118  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Rent Roll for South Tower                                              CUSHMAN &
SOUTH5.XLS                                                             WAKEFIELD


<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
119  Sidley & Austin              3400                 26,528      Feb-89      Jan-04       $0.00     Feb-89            $0  
                                                                                            $0.00     Feb-93            $0
                                                                                            $0.00     Feb-94            $0
                                                                                           $34.35     Feb-96      $911,237
                                                                                           $35.38     Feb-97      $938,561
                                                                                           $36.44     Feb-98      $966,680
                                                                                           $37.54     Feb-99      $995,861
                                                                                           $38.66     Feb-00    $1,025,572
                                                                                           $39.82     Feb-01    $1,056,345
                                                                                           $41.02     Feb-02    $1,088,179
                                                                                           $42.25     Feb-03    $1,120,808
- ----------------------------------------------------------------------------------------------------------------------------
120  Unallocated Space            3499        192                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
121  Sidley & Austin              3500                 26,528      Feb-89      Jan-04       $0.00     Feb-89            $0  
                                                                                            $0.00     Feb-93            $0
                                                                                            $0.00     Feb-94            $0
                                                                                           $34.35     Feb-96      $911,237
                                                                                           $35.38     Feb-97      $938,561
                                                                                           $36.44     Feb-98      $966,680
                                                                                           $37.54     Feb-99      $995,861
                                                                                           $38.66     Feb-00    $1,025,572
                                                                                           $39.82     Feb-01    $1,056,345
                                                                                           $41.02     Feb-02    $1,088,179
                                                                                           $42.25     Feb-03    $1,120,808
- ----------------------------------------------------------------------------------------------------------------------------
122  Unallocated Space            3599        192                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
123  City National Bank           3600                 26,720      May-89      Apr-04      $17.65     May-89      $471,588  
                                                                                           $35.30     Jan-96      $943,164
- ----------------------------------------------------------------------------------------------------------------------------
124  Robins, Kaplan etc           3700-T               12,464      Sep-95      Aug-05      $20.79     Sep-95      $259,146  
                                                                                           $22.80     Jan-97      $284,179
                                                                                           $26.40     Sep-00      $329,050
- ----------------------------------------------------------------------------------------------------------------------------
125  McDonald & Company           3720                  3,559      Oct-93      Sep-98      $25.20                  $89,687  
- ----------------------------------------------------------------------------------------------------------------------------
126  Career Images                3730                  1,599      Nov-97      Oct-02      $28.92                  $46,243  
- ----------------------------------------------------------------------------------------------------------------------------
127  Hoi Tak                      3750                  5,150      Aug-96      Jul-05      $24.00                 $123,600  
- ----------------------------------------------------------------------------------------------------------------------------
128  Hoi Tak Expansion            3760                  1,695      Aug-96      Jul-05      $24.00                  $40,680  
- ----------------------------------------------------------------------------------------------------------------------------
129  KIA Intertrade               3770                  2,475      Aug-96      Jun-99      $24.00                  $59,400  
- ----------------------------------------------------------------------------------------------------------------------------
130  Unallocated Space            3799        234                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
131  Aetna Life Insuranc          3800                 26,948      Oct-87      Sep-97      $27.60                 $743,764  
- ----------------------------------------------------------------------------------------------------------------------------
132  Unallocated Space            3899        194                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
133  Sidley & Austin              3900                 26,528      Feb-89      Jan-04       $0.00     Feb-89            $0  
                                                                                            $0.00     Feb-93            $0
                                                                                            $0.00     Feb-94            $0
                                                                                           $34.35     Feb-96      $911,237
                                                                                           $35.38     Feb-97      $938,561
                                                                                           $36.44     Feb-98      $966,680
                                                                                           $37.54     Feb-99      $995,861
                                                                                           $38.66     Feb-00    $1,025,572
                                                                                           $39.82     Feb-01    $1,056,345
                                                                                           $41.02     Feb-02    $1,088,179
                                                                                           $42.25     Feb-03    $1,120,808
- ----------------------------------------------------------------------------------------------------------------------------
134  Unallocated Space            3999        614                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
135  Sidley & Austin              4000                 14,423      Feb-89      Jan-04       $0.00     Feb-89            $0
                                                                                            $0.00     Feb-93            $0
                                                                                            $0.00     Feb-94            $0
                                                                                           $34.35     Feb-96      $495,430
                                                                                           $35.38     Feb-97      $510,286
                                                                                           $36.44     Feb-98      $525,574
                                                                                           $37.54     Feb-99      $541,439
                                                                                           $38.66     Feb-00      $557,593
                                                                                           $39.82     Feb-01      $574,324
                                                                                           $41.02     Feb-02      $591,631
                                                                                           $42.25     Feb-03      $609,372
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
119  Sidley & Austin                                                                  Type 2-1994         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
120  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
121  Sidley & Austin                                                                  Type 2-1994         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
122  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
123  City National Bank               65% CPI    32,064 $/YR                           Rolling BY         0          $8.64
                                 
- ----------------------------------------------------------------------------------------------------------------------------
124  Robins, Kaplan etc                                                               Type 3-1995         0
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
125  McDonald & Company                                                                   BY-1994         0
- ----------------------------------------------------------------------------------------------------------------------------
126  Career Images                                                                      Base Year         0         $13.41
- ----------------------------------------------------------------------------------------------------------------------------
127  Hoi Tak                                                                              BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
128  Hoi Tak Expansion                                                                    BY-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
129  KIA Intertrade                                                                   Type 1-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
130  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
131  Aetna Life Insurance            50% CPI   120,564  $/YR     Aetna                 Rolling BY         0
- ----------------------------------------------------------------------------------------------------------------------------
132  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
133  Sidley & Austin                                                                  Type 2-1994         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
134  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
135  Sidley & Austin                                                                  Type 2-1994         0
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
                                 
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Rent Roll for South Tower                                              CUSHMAN &
SOUTH5.XLS                                                             WAKEFIELD


<PAGE>

<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                              Square Feet            Lease Dates         Minimum     Adjust       Annual   
 No. Description                 Suite     Vacant     Occupied     Begin       Ending     Rent/PSF     Date         Rent    
- ----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>     <C>          <C>         <C>         <C>         <C>        <C>         <C>       
136  HBO                          4010                 12,214      Jan-96      Apr-03      $22.80     Jan-96      $278,479
                                                                                           $25.20     Mar-98      $307,793
- ----------------------------------------------------------------------------------------------------------------------------
137  HBO                          4098                    240      Jan-96      Apr-03      $12.00                   $2,880  
- ----------------------------------------------------------------------------------------------------------------------------
138  Unallocated Space            4099        169                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
139  HBO                          4100                 26,970      Mar-93      Feb-98      $22.80     Mar-93      $614,916  
                                                                                           $25.20     Mar-98      $679,644
                                                                   Option      Apr-03      $22.80     Mar-93      $614,916  
                                                                                           $25.20     Mar-98      $679,644
- ----------------------------------------------------------------------------------------------------------------------------
140  HBO                          4200                 26,970      Mar-93      Feb-98      $22.80                 $614,916  
                                                                   Option      Apr-03      $25.20                 $679,644  
- ----------------------------------------------------------------------------------------------------------------------------
141  HBO                          4300                  6,717      Mar-93      Feb-98      $13.20                  $88,664  
                                                                   Option      Apr-03      $14.40                  $96,724  
- ----------------------------------------------------------------------------------------------------------------------------
142  No Redevelop-43rd Flr        4300-V                                                                                    
- ----------------------------------------------------------------------------------------------------------------------------
143  Vacant                       4320-V    3,367                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
144  Alschuler Grossman           4350                  3,037      Jul-95      Dec-05      $15.60                  $47,377  
- ----------------------------------------------------------------------------------------------------------------------------
145  Vacant                       4350-V                                                                                    
- ----------------------------------------------------------------------------------------------------------------------------
146  HBO                          4360                  3,393      Jan-96      Apr-03      $13.20     Jan-96       $44,788  
                                                                                           $14.40     Mar-96       $48,859
- ----------------------------------------------------------------------------------------------------------------------------
147  HBO                          4370                  1,400      Mar-93      Feb-98      $13.20                  $18,480  
                                                                   Option      Apr-03      $14.40                  $20,160
- ----------------------------------------------------------------------------------------------------------------------------
148  Teledyne                     4385                  2,841      Aug-95      Jul-11       $7.20     Aug-95       $20,455  
- ----------------------------------------------------------------------------------------------------------------------------
149  Vacant                       4390-V    2,384                                          $14.40     Aug-97       $40,910  
- ----------------------------------------------------------------------------------------------------------------------------
150  Unallocated Space            4399         36                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
151  Alschuler Grossman           4400                  9,657      Jan-97      Dec-05      $15.60                 $150,649  
- ----------------------------------------------------------------------------------------------------------------------------
152  No Redevelop-44th Flr        4400-V                                                                                    
- ----------------------------------------------------------------------------------------------------------------------------
153  Vacant                       4450-V   14,300                                                                           
- ----------------------------------------------------------------------------------------------------------------------------
     SOUTH TOWER Totals (SF):              79,742   1,047,027               1,126,769 Total                          92.9% O
============================================================================================================================
</TABLE>



<TABLE>
<CAPTION>
============================================================================================================================
     Tenant Name/                             Other Rent Escalations                   Reimbur-       Free Rent     TI's
 No. Description                    Category       Amount          Misc./Other         sements          (mos.)      (psf)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>              <C>                 <C>                 <C>        <C>
136  HBO                                                                              Type 2-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
137  HBO                                                                              Type 2-1996         0
- ----------------------------------------------------------------------------------------------------------------------------
138  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
139  HBO                                                                              Type 2-1994         0
                                 
                                                                                        Base Year         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
140  HBO                                                                             Type  2-1994         0
                                                                                        Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
141  HBO                                                                              Type 2-1994         0
                                                                                        Base Year         0
- ----------------------------------------------------------------------------------------------------------------------------
142  No Redevelop-43rd Flr                                                                   None         0
- ----------------------------------------------------------------------------------------------------------------------------
143  Vacant                                                                             Base Year         0            Yes
- ----------------------------------------------------------------------------------------------------------------------------
144  Alschuler Grossman                                                                   BY-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
145  Vacant                                                                             Base Stop         0
- ----------------------------------------------------------------------------------------------------------------------------
146  HBO                                                                              Type 2-1996         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
147  HBO                                                                              Type 2-1994         0
                                 
- ----------------------------------------------------------------------------------------------------------------------------
148  Teledyne                                                                         Type 3-1995         0
- ----------------------------------------------------------------------------------------------------------------------------
149  Vacant                                                                             Base Year         0          $0.00
- ----------------------------------------------------------------------------------------------------------------------------
150  Unallocated Space                                                                       None
- ----------------------------------------------------------------------------------------------------------------------------
151  Alschuler Grossman                                                                   BY-1995
- ----------------------------------------------------------------------------------------------------------------------------
152  No Redevelop-44rd Flr                                                                   None         0
- ----------------------------------------------------------------------------------------------------------------------------
153  Vacant                                                                             Base Year         0          $0.00
- ----------------------------------------------------------------------------------------------------------------------------
     SOUTH TOWER Totals (SF):    Occupancy             92.7.1% Vacancy                       Century Plaza Towers
============================================================================================================================
</TABLE>

Rent Roll for South Tower                                             
SOUTH5.XLS                                                            


                             Occupancy/Vacancy Ratio
                                  South Tower


  [THE FOLLOWING TABLE WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]

                         Vacancy                   7%
                         Occupancy                93%


                                                                       CUSHMAN &
                                                                       WAKEFIELD

<PAGE>

Rent Roll                                                           [LOGO]
CENTURY PLAZA TOWERS                                        CENTURY PLAZA TOWERS
2029 and 2049 Century Park East - Concourse (Retail) Level

<TABLE>
<CAPTION>
==================================================================================================================
No.  Tenant Name/                            Square Feet         Lease Dates       Minimum     Adjust    Annual   
     Description              Suite      Vacant    Occupied    Begin     Ending    Rent/PSF     Date      Rent    
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>        <C>       <C>        <C>        <C>      <C>       
  1  Kalousdian               BLC-01                  562      Mar-92    Feb-99     $21.60     Mar-92    $12,139  
                                                                                    $10.80     Apr-92     $6,070
                                                                                    $21.60     Dec-92    $12,139  
- ------------------------------------------------------------------------------------------------------------------
  2  RealComm                 BLC-02                  500      Jan-95    Dec-96     $30.00     Jan-95    $15,000
                                                                                    $30.48     Jan-96    $15,240
                                                                                    $30.96     Jan-97    $15,480
                                                                                    $31.56     Jan-98    $15,780
                                                                                    $32.04     Jan-99    $16,020
                                                                                    $32.52     Jan-00    $16,260
                                                                                    $33.00     Jan-01    $16,500
                                                                                    $33.48     Jan-02    $16,740
- ------------------------------------------------------------------------------------------------------------------
  3  Always Vacant            BLC-03        788                                                                   
- ------------------------------------------------------------------------------------------------------------------
  4  First L.A. Bank          BLC-04                5,724      Jan-87    Jun-02     $33.00     Jan-87   $188,892  
                                                                                    $33.99     Jan-94   $194,558
                                                                                    $35.01     Jan-95   $200,395
                                                                                    $36.06     Jan-96   $206,407
                                                                                    $37.14     Jan-97   $212,599
                                                                                    $38.26     Jan-98   $218,977
                                                                                    $39.40     Jan-99   $255,546
                                                                                    $40.59     Jan-00   $232,313
                                                                                    $41.80     Jan-01   $239,282
                                                                                    $43.06     Jan-02   $246,460
- ------------------------------------------------------------------------------------------------------------------
  5  Pasqua                   BLC-07                1,062      Nov-90    Oct-00     $42.00               $44,604  
- ------------------------------------------------------------------------------------------------------------------
  6  Wall Street Deli         BLC-08                8,500      Nov-96    Oct-96     $12.99              $110,415  
- ------------------------------------------------------------------------------------------------------------------
  7  Unallocated                            247                                                                   
- ------------------------------------------------------------------------------------------------------------------
  8  Omega Travel             BLC-10                  650      Dec-92    Nov-97     $34.80     Dec-92    $22,620
                                                                                    $36.92     Dec-94    $23,998
                                                                                    $38.03     Dec-95    $24,717
                                                                                    $39.17     Dec-96    $25,459
- ------------------------------------------------------------------------------------------------------------------
  9  Vacant                   BLC-11        631                                                                   
- ------------------------------------------------------------------------------------------------------------------
 10  Samaha Celeb. Clrs       BLC-12                  590      Sep-90    Aug-97     $42.00     Sep-90    $24,780  
                                                                                    $20.96     Oct-90    $12,365
                                                                                    $42.00     May-91    $24,780
- ------------------------------------------------------------------------------------------------------------------
 11  David Hunter             BLC-13                1,020      Nov-90    Oct-97     $33.00               $33,660  
- ------------------------------------------------------------------------------------------------------------------
 12  Emack & Bolio's          BLC-14                  850      Jul-96    Jun-06     $20.40     Jul-96    $17,340  
                                                                                    $24.00     Jul-01    $20,400
- ------------------------------------------------------------------------------------------------------------------
 13  Vacant                   BLC-15      1,675                                                                   
- ------------------------------------------------------------------------------------------------------------------
 14  Emporium Plus            BLC-16                2,070      Nov-92    Oct-99     $39.00     Nov-92    $80,730  
                                                                                    $40.17     Nov-93    $83,151 
                                                                                    $41.38     Nov-94    $85,647 
                                                                                    $42.62     Nov-95    $88,216 
                                                                                    $43.81     Nov-96    $90,682 
                                                                                    $45.21     Nov-97    $93,588 
                                                                                    $45.12     Nov-98    $93,396 
- ------------------------------------------------------------------------------------------------------------------
 15  Office Supplies          BLC-17                1,475      Mar-95    Mar-00     $33.89     Mar-95    $49,988  
                                                                                    $35.52     Sep-97    $52,392
- ------------------------------------------------------------------------------------------------------------------
 16  Sutherland               BLC-18                1,468      Jul-91    Jun-98     $28.61               $41,999  
- ------------------------------------------------------------------------------------------------------------------
 17  Always Vacant            BLC-19        518                                                               $0  
- ------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
====================================================================================================================================
No.  Tenant Name/                   Other Rent Escalations                Retail Sales           Reimbur-    Free Rent       TI's
     Description             Category     Amount     Misc./Other     %Rent    Sales Volume       sements       (mos.)        (psf)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>           <C>             <C>       <C>              <C>            <C>          <C>   
  1  Kalousdian              65% CPI     624 $/YR                                                    4.30      4 mos.
                             
                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
  2  RealComm                                                                                        5.09           0
                             
                             
                             
                             
                             
                             
                             
- ------------------------------------------------------------------------------------------------------------------------------------
  3  Always Vacant                                                                              Base Stop           0
- ------------------------------------------------------------------------------------------------------------------------------------
  4  First L.A. Bank                                                                                 4.84      3 mos.
                             
                             
                             
                             
                             
                             
                             
                             
                             
- ------------------------------------------------------------------------------------------------------------------------------------
  5  Pasqua                  65% CPI   1,512 $/YR                      8%      $1,132,844            3.67      3 mos.
- ------------------------------------------------------------------------------------------------------------------------------------
  6  Wall Street Deli                                Wall St.                                   Prop 13-1           0
- ------------------------------------------------------------------------------------------------------------------------------------
  7  Unallocated                                                                                Base Stop
- ------------------------------------------------------------------------------------------------------------------------------------
  8  Omega Travel            
                             
                             
                             
- ------------------------------------------------------------------------------------------------------------------------------------
  9  Vacant                                                                                     Base Stop           0
- ------------------------------------------------------------------------------------------------------------------------------------
 10  Samaha Celeb. Clrs      65% CPI   2,256 $/YR    Samaha                                          4.84           0
                             
                             
- ------------------------------------------------------------------------------------------------------------------------------------
 11  David Hunter            65% CPI   2,856 $/YR    Hunter            0%        $137,368            4.84           0
- ------------------------------------------------------------------------------------------------------------------------------------
 12  Emack & Bolio's                                                   8%                       Base Stop      4 mos.
                             
- ------------------------------------------------------------------------------------------------------------------------------------
 13  Vacant                                                                                     Base Stop           0
- ------------------------------------------------------------------------------------------------------------------------------------
 14  Emporium Plus                                                     0%        $415,067            4.30           0
                             
                             
                             
                             
                             
                             
- ------------------------------------------------------------------------------------------------------------------------------------
 15  Office Supplies                                                                                 4.58           0
                             
- ------------------------------------------------------------------------------------------------------------------------------------
 16  Sutherland              65% CPI   2,988 $/YR                                                    3.67           0
- ------------------------------------------------------------------------------------------------------------------------------------
 17  Always Vacant                                                                              Base Stop
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Rent Roll for Concourse Level                                          CUSHMAN &
RETAIL5.XLS                                                            WAKEFIELD

<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================
No.  Tenant Name/                            Square Feet         Lease Dates       Minimum     Adjust    Annual   
     Description              Suite      Vacant    Occupied    Begin     Ending    Rent/PSF     Date      Rent    
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>        <C>       <C>        <C>        <C>      <C>       
 18  Kourash Bakhshayandeh    BLC-24                1,394      Dec-96    Nov-08     $24.00     Dec-96    $33,456  
                                                                                    $24.60     Jan-98    $34,292
                                                                                    $25.20     Jan-99    $35,129
                                                                                    $25.80     Jan-00    $35,965
                                                                                    $26.52     Jan-01    $36,969
                                                                                    $27.12     Jan-02    $37,805
                                                                                    $27.84     Jan-03    $38,809
                                                                                    $28.56     Jan-04    $39,813
                                                                                    $29.28     Jan-05    $40,816
                                                                                    $30.00     Jan-06    $41,820
- ------------------------------------------------------------------------------------------------------------------
     CONCOURSE LEVEL Totals (SF)          3,859    25,865                29,724 Total                     87.0% Oc
==================================================================================================================
</TABLE>



                            Occupancy/Vacancy Radio
                                Concourse Level


  [THE FOLLOWING TABLE WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]

                    Vacancy                       13%
                    Occupancy                     87%


Rent Roll for Concourse Level                                          CUSHMAN &
RETAIL5.\XLS                                                           WAKEFIELD

<PAGE>


09-Dec-96

<TABLE>
<CAPTION>
                                                     DELTA TOWERS JOINT VENTURE
                                          1995 ACTUAL OPERATING EXPENSES BY PROFIT CENTER
                                                            NOT TRENDED


                                         NORTH         SOUTH                    ABC
                                         TOWER         TOWER      GARAGE      CENTER      RETAIL     STORAGE     OTHER        TOTAL 
                                       --------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>            <C>        <C>          <C>          <C>  <C>       
7112-000 JANITORIAL/CLEANING           1,153,060   1,067,409      15,391                  10,857                          2,246,717 
7114-000 CLEANING SUPPLIES                70,867      70,867         552                       0                            142,286 
7116-000 TRASH REMOVAL                    28,179      28,179           0                   3,586                             59,944 
                                       --------------------------------------------------------------------------------------------
            TOTAL CLEANING             1,252,106   1,166,455      15,943           0      14,443           0         0    2,448,947 
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
7520-0000 ELEVATOR R&M                   284,797     279,949           0      (1,258)          0                            563,488 
                                                                                                                                    
7518-0000 R&M HVAC                        60,217      48,395      23,199                   2,970                            134,781 
7518-0000 HVAC CONTRACT                   25,915      25,915      14,515                     928                             67,273 
7518-4662 R&M HVAC FILTERS                16,601      16,170         154                     154                             33,079 
7518-0002 R&M EQUIPMENT                    1,732       1,732       1,784                       7                              5,255 
                                       --------------------------------------------------------------------------------------------
            TOTAL HVAC                   104,465      92,212      39,652           0       4,059           0         0      240,388
                                                                                                                       
7514-0000 ELECTRICAL R&M                  52,394      57,658       6,508                   1,140                            117,700 
7522-0000 STRUCTURE & ROOF                87,065      80,347           0                       0                            167,412 
7516-0000 PLUMBING R&M                    58,352      56,190      18,176                   6,271                            138,989 
7142-0006 FIRE/LIFE SAFETY                80,918      76,858      22,171                   1,349                            181,296 
7526-4610 PAINTING/DECORATING             86,063      88,944       2,696                                                    177,703 
                                                                                                                                    
7512-0000 R&M SUPPLIES                     8,044       9,016       1,487                      57                             18,604 
7526-0000 R&M OTHER BLDG MAINT            26,569      20,554           0                       0                             47,123 
7526-0002 EARTHQUAKE REPAIRS                 414         114         584                       0                              1,112 
7526-0003 LIGHTING SUPPLIES               17,713      19,258         680                     695                             38,346 
7526-0004 MAINTENANCE UNIFORMS             3,830       3,830         230                      55                              7,945 
7526-0005 R&M MECHANICAL                  20,032      28,353       5,412                     295                             54,092 
7526-4612 R&M OBM CARPET CLEANING         24,083      24,975           0                       0                             49,058 
7526-4616 R&M EXTERMINATOR                 2,695       2,610         135                      45                              5,485 
7526-4623 R&M KEYS & LOCKS                11,548       7,467         102                     508                             19,625 
7526-4631 R&M MISCELLANEOUS                9,732       5,326         377                       0                             15,435 
7526-4930 R&M FIRE/SMOKE ALARMS           21,865      23,409           0                       0                             45,274 
                                       --------------------------------------------------------------------------------------------
            TOTAL OTHER BLDG M           146,525     144,912       9,007           0       1,655           0         0      302,099
                                                                                                                                    
7510-0000 R&M LABOR                      470,365     470,365      28,286                  10,732                            979,748 
7510-4602 R&M LABOR - DIRECT              83,100      83,100       7,276                  10,913                            184,389 
                                       --------------------------------------------------------------------------------------------
            TOTAL LABOR ALLOCATION       553,465     553,465      35,562           0      21,645           0         0    1,164,137
                                       --------------------------------------------------------------------------------------------
            TOTAL R&M                  1,454,044   1,430,535     133,772      (1,258)     36,119           0         0    3,053,212
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
7122-0000 ELECTRICITY                  1,809,877   1,559,668     293,965                 102,999       4,041              3,770,550 
6128-0005 LESS REIMBURSEMENT             (43,377)     (1,730)          0                 (27,753)                           (72,860)
                                       --------------------------------------------------------------------------------------------
            NET ELECTRICITY            1,766,500   1,557,938     293,965           0      75,246       4,041         0    3,697,690
                                                                                                                                    
7136-0000 CHILLED WATER                1,390,056   1,261,444           0                  78,404                          2,729,904 
6128-0002 LESS REIMBURSEMENT            (319,080)   (319,433)          0                 (37,484)                          (675,997)
                                       --------------------------------------------------------------------------------------------
            NET CHILLED WATER          1,070,976     942,011           0           0      40,920           0         0    2,053,907
                                                                                                                                    
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                         NORTH         SOUTH                    ABC
                                         TOWER         TOWER      GARAGE      CENTER      RETAIL     STORAGE     OTHER        TOTAL 
                                       --------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>            <C>        <C>          <C>          <C>  <C>       
7130-0000 WATER                           57,790      57,790       5,717                   3,599           3                124,899
                                       --------------------------------------------------------------------------------------------
            TOTAL UTILITIES            2,895,266   2,557,739     299,682           0     119,765       4,044         0    5,876,496
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
7150-0000 LANDSCAPING/GROUNDS             72,985      71,072           0                       0                            144,057 
7142-0008 CONCIERGE                       60,477      56,084           0                       0                            116,561 
7142-0000 SECURITY CONTRACT SVC          399,934     399,179     390,775                 204,858                          1,394,746 
7146-0000 OTHER SECURITY EXPENSE          27,179      27,319      13,205                   2,490                             70,193 
                                       --------------------------------------------------------------------------------------------
            TOTAL GRNDS/SECURITY         560,575     553,654     403,980           0     207,348           0         0    1,725,557
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
7210-0000 MANAGEMENT FEES                616,426     560,884     208,357      26,546      15,127      10,739         0    1,438,079
7944-0000 PROF FEES - AUDIT               13,585      15,248       1,250       4,935         625                             35,643 
7526-0006 OFFICE EQUIP R&M                 7,118       7,118         569           9          72                             14,886 
7938-4221 OFFICE FURN/EQUIP RENT          20,171      20,171           0                      70                             40,412 
                                                                                                                                    
7938-4220 OFFICE SUPPLIES                 34,566      34,416           0                     622                             69,604 
7938-4221 PRINTING/FORMS                   7,311       7,337          68          38         114                             14,868 
                                       --------------------------------------------------------------------------------------------
            TOTAL OFFICE SUPPLIES         41,877      41,753          68          38         736           0         0       84,472
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
7938-4212 TELEPHONE                       26,266      26,208           6          54         845                             53,379 
7938-4223 POSTAGE                          1,312       1,312           0                       0                              2,624 
7934-0000 OFFICE RENT ONLY                82,231      82,231       1,874                   8,918                            175,254 
                                       --------------------------------------------------------------------------------------------
            TOTAL ADMINISTRATIVE         808,986     754,925     212,124      31,582      26,393      10,739         0    1,844,749 
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
7626-0000 REAL ESTATE TAXES              796,359     866,936     508,187     498,024      50,203                          2,719,709 
6124-0000 LESS REIMBURSEMENT              (4,605)    (15,067)          0    (498,024)     (7,998)                          (525,694)
                                       --------------------------------------------------------------------------------------------
            NET REAL ESTATE TAXES        791,754     851,869     508,187           0      42,205           0         0    2,194,015 
                                                                                                                                    
7612-0000 LIABILITY INSURANCE            131,080     131,080       3,551                   8,549                            274,260 
7622-0000 EARTHQUAKE INSURANCE           987,829     981,861      69,622                  69,225                          2,108,537 
7616-0000 MISC INSURANCE COVERAGE         11,088      11,088       3,776                   1,331                             27,283 
7628-0000 PERSONAL PROP TAXES              5,013       5,013         264                       0                             10,290 
7632-0000 OTHER TAXES (G.R.T.)            36,234      33,487           0         243       1,289       1,260       329       72,842
                                       --------------------------------------------------------------------------------------------
             TOTAL FIXED EXPENSE       1,962,998   2,014,398     585,400         243     122,599       1,260       329    4,687,227 
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
                                       --------------------------------------------------------------------------------------------
        ^ AMORITIZATION                                                                                                           0
                                       --------------------------------------------------------------------------------------------
                                                                                                                                    
TOTAL ESCALATABLE EXP                  8,933,975   8,477,706   1,650,901      30,567     526,667      16,043       329  19,636,188
                                       ============================================================================================

                                         ^ AMORTIZATION NUMBERS ARE ON A SEPARATE SCHEDULE.
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                           DELTA TOWERS JOINT VENTURE
                1995 ACTUAL OPERATING EXPENSES BY PROFIT CENTER
                                  NOT TRENDED
                             NON-ESCALATED EXPENSES

<TABLE>
<CAPTION>
                                            NORTH          SOUTH                           ABC
                                            TOWER          TOWER          GARAGE          CENTER  
                                          ------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>     
          TOTAL ESCALATABLE EXP.          8,933,975      8,477,706      1,650,901         30,567  
                                                                                      
          WINDOW CLEANING                     8,274              0              0              0  
          CONTRACT CLEANING EX                    0              0          2,686              0  
          ELECTRICITY EX                          0              0        510,490              0  
          OIL AND GAS                         1,503          1,503            623              0  
          WATER EX                                0              0            874              0  
          SEWER TREATMENT                         0              0          5,278              0  
          R/M STRUCUTRAL AND ROOF               225              0              0              0  
          ALTERATIONS TENANT SUITE           90,109         64,584              0              0  
          ALTERATIONS TENANT SUITE            4,121         23,736              0              0  
          SIGNS AND GRAPHICS                 11,983         12,912            314              0  
          SECURITY LABOR                     46,479         46,479          4,742              0  
          SECURITY CONTRACT SERVE E               0              0         84,438              0  
          GARDEN AND GROUNDS                     70             70              0              0  
          PARKING/GARAGE GEN                     31             31            136              0  
          PARKING/GARAGE GEN - EXP                0              0      2,062,088              0  
          LEASING COMMISSION EXP              4,436              0              0              0  
          CASUALTY LOSS EXP                   2,558          2,913              0              0  
          CASUALTY LOSS EXP EX                  253              0              0              0  
          PROVISION BAD DEBT               (181,643)      (56,819)         13,293         74,212  
          CHARITABLE CONTRIB                    100            100              0              0  
          ASSOCIATION DUES                    6,693          6,721              0              0  
          OTHER ADMINISTRATIVE                2,770          2,770          3,489              0  
          OTHER ADMINISTRATIVE EXP                0              0              0              0  
          GENERAL LEASING EXP                 4,296          5,461              0              0  
          OTHER ADM MISCELLANEOUS            18,216         17,345          2,049              0  
          ADMINISTRATIVE LABOR              180,784        180,784         10,979              0  
          TEMPORARY LABOR                    11,399         13,899              0              0  
          OFFICE EXPENSES                     4,727        (28,680)             0              0  
          OFFICE EXPENSES EX                  1,328          1,328            568              0  
          MESSENGER SERVICE                   4,292          4,227              0              0  
          ADVERTISING AND PROMO              (8,878)        (8,236)             0              0  
          AGENCY FEES                         4,294          4,294              0              0  
          AD PRODUCTION                         767            767              0              0  
          AD PLACEMENT                       32,079         31,215              0              0  
          NEWSLETTER                          5,107          5,106              0              0  
          PRINTED MATERIAL                   18,618         18,618              0              0  
          TENANT EVENTS                      63,236         63,397              0              0  
          BROKER EVENTS                      26,183         25,584              0              0  
          GIFTS                              27,911         29,097              0              0  
          TICKETS                             4,394          4,394              0              0  
          COMMUNITY RELATIONS                 9,849          9,849              0              0  


<CAPTION>
                                            RETAIL         STORAGE          OTHER        TOTAL                
                                          ------------------------------------------------------
<S>                                         <C>             <C>               <C>     <C>                     
          TOTAL ESCALATABLE EXP.            526,667         16,043            329     19,636,188              
                                                                                                             
          WINDOW CLEANING                         0              0              0          8,274             
          CONTRACT CLEANING EX                    0              0              0          2,686             
          ELECTRICITY EX                          0            520              0        511,010            
          OIL AND GAS                            37              0              0          3,666             
          WATER EX                                0              0              0            874              
          SEWER TREATMENT                         0              0              0          5,278             
          R/M STRUCUTRAL AND ROOF                 0              0              0            225              
          ALTERATIONS TENANT SUITE                0              0              0        154,693            
          ALTERATIONS TENANT SUITE                0              0              0         27,857             
          SIGNS AND GRAPHICS                      0              0              0         25,209             
          SECURITY LABOR                      5,530              0              0        103,230              
          SECURITY CONTRACT SERVE E               0              0              0         84,438             
          GARDEN AND GROUNDS                      0              0              0            140              
          PARKING/GARAGE GEN                      0              0              0            198              
          PARKING/GARAGE - EXP                    0              0              0      2,062,088           
          LEASING COMMISSION EXP                  0              0              0          4,436             
          CASUALTY LOSS EXP                       0              0              0          5,471             
          CASUALTY LOSS EXP EX                    0              0              0            253              
          PROVISION BAD DEBT                198,164          5,734              0         52,941                
          CHARITABLE CONTRIB                      0              0              0            200              
          ASSOCIATION DUES                        0              0              0         13,414             
          OTHER ADMINISTRATIVE                    0              0              0          9,029             
          OTHER ADMINISTRATIVE EXP                0              0              0              0  
          GENERAL LEASING EXP                     0              0              0          9,757             
          OTHER ADM MISCELLANEOUS                 0              0              0         37,610             
          ADMINISTRATIVE LABOR               20,785              0              0        393,332            
          TEMPORARY LABOR                         0              0              0         25,298             
          OFFICE EXPENSES                         0              0              0        (23,953)            
          OFFICE EXPENSES EX                      0              0            805          4,029             
          MESSENGER SERVICE                       0              0              0          8,521             
          ADVERTISING AND PROMO                   0              0              0        (17,114)            
          AGENCY FEES                             0              0              0          8,588             
          AD PRODUCTION                           0              0              0          1,534             
          AD PLACEMENT                            0              0              0         63,294             
          NEWSLETTER                              0              0              0         10,213             
          PRINTED MATERIAL                        0              0              0         37,236             
          TENANT EVENTS                           0              0              0        126,633            
          BROKER EVENTS                           0              0              0         51,767             
          GIFTS                                   0              0              0         57,008             
          TICKETS                                 0              0              0          8,788             
          COMMUNITY RELATIONS                     0              0              0         19,698             
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


                           DELTA TOWERS JOINT VENTURE
                1995 ACTUAL OPERATING EXPENSES BY PROFIT CENTER
                                  NOT TRENDED
                             NON-ESCALATED EXPENSES

<TABLE>
<CAPTION>
                                            NORTH          SOUTH                           ABC
                                            TOWER          TOWER          GARAGE          CENTER  
                                          ------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>     
          MERCHANT ASSOCIATION                  132            132              0             0
          CONTINGENCY                           700            700              0             0
          MARKETING CENTER                       13             13              0             0
          ADV/PRO PRINTED MATERIALS             876          1,809              0             0
          A/P TENANT RELATIONS                   95             95              0             0
          A/P MISC MARKETING                  4,579          4,579              0             0
          A/P GENERAL ADVERTISING               830            830              0             0
          A/P NATIONAL ADVERTISING                7              7              0             0
          LEGAL FEES                         80,991        134,270          1,514      (390,410)
          LEGAL FEES - EX                         0              0            163        34,333
          AUDIT FEES EX                       1,439              0              0             0
          OTHER PROFESSIONALD FEES           64,287         69,687         79,834           421
          PROFESSIONAL FEES EX                7,632          7,633          9,600        12,912
          PROF FEES CONSULTING                  175            175              0        24,000
          COMMON AREA EXPENSES               26,319         34,644              0             0
          COMMON AREA EXPENSES EX               388          3,451              0             0
          GENERAL LIABILITY INSURANCE             0              0         10,697             0
          INSURANCE - EX                          0              0         17,070             0
          RE TAXES NON ESCALATABLE                0              0        353,080             0
          PERSONAL PROPERTY & OCCUP               0              0          1,368             0
          OTHER TAXES NON-ESCALATABL              0              0         54,618         2,241
          EXCISE TAX NEHO                         0              0            399             0
7134-0000 DIFFERENCE IN ACCOUNT                 524          1,342              0             0

          NON-ESCALATED EXP TOTAL           595,551        742,816      3,230,390      (242,291)

TOTAL EXCALATABLE PLUS EXCLUSIONS         9,529,526      9,220,522      4,881,291      (211,724)

PER FINANCIAL STATEMENTS
          TOTAL OPERATING COSTS           7,928,995      7,527,286      3,858,659      (214,209)
          TOTAL FIXED EXPENSES            1,967,603      2,029,465      1,022,631       500,508
          LESS R.E. TAX REIMBURSEMENT        (4,605)       (15,067)             0      (498,024)
          LESS UTILITY INCOME              (362,457)      (321,163)             0             0
TOTAL                                     9,529,536      9,220,521      4,881,290      (211,725)

<CAPTION>
                                            RETAIL         STORAGE          OTHER        TOTAL                
                                          ------------------------------------------------------
<S>                                         <C>             <C>               <C>     <C>                     
          MERCHANT ASSOCIATION                    0              0             0           264
          CONTINGENCY                             0              0             0         1,400
          MARKETING CENTER                        0              0             0            26
          ADV/PRO PRINTED MATERIALS               0              0             0         2,685
          A/P TENANT RELATIONS                    0              0             0           190
          A/P MISC MARKETING                      0              0             0         9,158
          A/P GENERAL ADVERTISING                 0              0             0         1,660
          A/P NATIONAL ADVERTISING                0              0             0            14
          LEGAL FEES                         (2,220)             0             0      (175,855)
          LEGAL FEES - EX                         0              0             0        34,496
          AUDIT FEES EX                           0              0             0         1,439
          OTHER PROFESSIONALD FEES           10,867              0             0       225,096
          PROFESSIONAL FEES EX                    0              0             0        37,777
          PROF FEES CONSULTING                    0              0             0        24,350
          COMMON AREA EXPENSES                    0              0             0        60,963
          COMMON AREA EXPENSES EX                 0              0             0         3,839
          GENERAL LIABILITY INSURANCE             0              0             0        10,697
          INSURANCE - EX                          0              0             0        17,070
          RE TAXES NON ESCALATABLE                0              0             0       353,080
          PERSONAL PROPERTY & OCCUP               0              0             0         1,368
          OTHER TAXES NON-ESCALATABL              0             57             0        56,916
          EXCISE TAX NEHO                         0              0             0           399
7134-0000 DIFFERENCE IN ACCOUNT                  20              0             0         1,886
                                                                                             0
          NON-ESCALATED EXP TOTAL           233,185          6,311           805     4,566,767

TOTAL EXCALATABLE PLUS EXCLUSIONS           759,852         22,354         1,134    24,202,960

PER FINANCIAL STATEMENTS
          TOTAL OPERATING COSTS             702,490         21,036           805    19,825,062
          TOTAL FIXED EXPENSES              130,596          1,317           329     5,652,449
          LESS R.E. TAX REIMBURSEMENT        (7,998)             0             0      (525,694)
          LESS UTILITY INCOME               (65,237)             0             0      (748,857)
- ----------------------------------------------------------------------------------------------
TOTAL                                       759,851         22,353         1,134    24,202,955
- ----------------------------------------------------------------------------------------------
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET REPORT                                  Page: 1
                                                              26 -  CENTURY PLAZA TOWERS                              Date: 11-15-96
Square footage: 2,279,885                                                                                             Time: 02:47 PM

                                         JAN           FEB           MAR           APR          MAY         JUN           JUL
                                      ------------------------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>           <C>           <C>          <C>              <C>  
INCOME

51100 BASE RENTS                      4,107,848     4,189,124     4,394,824     4,485,720    4,491,611    4,467,922    4,451,399
51300 CURRENT ESCALATION                138,101       117,711       139,525       137,525      114,176      113,596      111,629
51500 BASE RENTS - RETAIL                39,758        39,758        39,758        39,758       39,758       39,758       39,758
51000 RENTAL INCOME - GROUND             40,000        40,000        40,000        40,000       40,000       40,000       40,000
52400 FREE RENT                          97,002        92,071       104,117        92,926       92,926       95,289       92,926

LESS FREE RENT

52900 LESS FREE RENT                     97,002-       92,071-      104,137-       92,926       92,926       95,280       97,915-
                                      ------------------------------------------------------------------------------------------
TOTAL LESS FREE RENT                     97,002-       92,071-      104,137-       92,926       92,926       95,280       97,915-

                                      ------------------------------------------------------------------------------------------
TOTAL ACTUAL RENTS                    4,325,707     4,406,613     4,612,107     4,703,003    4,685,545    4,661,276    4,642,786

PARKING

53100 PARKING - MONTHLY                 611,916       611,916       611,916       611,916      611,917      611,917      611,917
                                      ------------------------------------------------------------------------------------------
TOTAL PARKING                           611,916       611,916       611,916       611,916      611,917      611,917      611,917

                                      ------------------------------------------------------------------------------------------
TOTAL INCOME                          4,937,623     5,018,529     5,224,023     5,314,919    5,297,462    5,273,192    5,254,703


OPERATING EXPENSES

BUILDING ADMINISTRATION

61100 LABOR - ADMINISTRATION             66,916        66,916        66,916        66,916       66,916       66,916       66,916
61200 MANAGEMENT FEE                     61,720        62,712        65,300        66,436       66,218       65,915       65,684
61300 OFFICE RENTAL                      28,506        20,506        20,506        20,506       20,506       28,506       28,506
61400 OFFICE EXPENSE                     15,900         4,900         4,900         4,900        4,900        4,900        4,900
61600 OFFICE EQUIPMENT MAINTENANCE        2,000         2,000         2,000         2,000        2,000        2,000        2,000
61700 COMMUNICATIONS                      3,500         3,500         3,500         3,500        3,500        3,500        3,500
61800 OUTSIDE SERVICES                    1,000         1,000         1,000         1,000        1,000        1,000        1,000
61900 ADVERTISING & PROMOTION               500           500           500           500          500          500          500
62000 MEALS & ENTERTAINMENT                 500           500           500           500          500          500          500
62300 DUES AND SUBSCRIPTIONS              2,500         2,500         2,500         5,700          100          100          100

<CAPTION>
                                         AUG          SEP          OCT            NOV           DEC          TOTAL         $/SF
                                      ------------------------------------------------------------------------------------------
INCOME
<S>                                   <C>          <C>           <C>           <C>           <C>          <C>              <C>  
51100 BASE RENTS                      4,467,158    4,509,682     4,526,160     4,609,480     4,649,802    53,430,739       23.44
51300 CURRENT ESCALATION                111,619      111,370       104,665       104,448       103,083     1,425,467        0.63 
51500 BASE RENTS - RETAIL                39,758       37,628        35,607        32,824        32,824       456,947        0.20 
51000 RENTAL INCOME - GROUND             40,000       40,000        40,000        40,000        40,000       480,000        0.21 
52400 FREE RENT                          92,926       92,926        92,926        21,922        21,922       994,908        0.44 
                                                                                                                                 
LESS FREE RENT                                                                                                                   
                                                                                                                                 
52900 LESS FREE RENT                     92,926       92,926-       92,926-       21,922-       21,922-      994,908-       0.44-
                                      ------------------------------------------------------------------------------------------
TOTAL LESS FREE RENT                     92,926       92,926-       92,926-       21,922-       21,922-      994,908-       0.44-
                                                                                                                                 
                                      ------------------------------------------------------------------------------------------
TOTAL ACTUAL RENTS                    4,658,534    4,778,680     4,706,432     4,786,761     4,825,709    55,793,153       24.47
                                                                                                                                 
PARKING                                                                                                                          
                                                                                                                                 
53100 PARKING - MONTHLY                 611,917      611,917       611,917       611,917       611,917     7,343,000        3.22 
                                                                                                                                 
TOTAL PARKING                           611,917      611,917       611,917       611,917       611,917     7,343,000        3.22 
                                                                                                                                 
                                      ------------------------------------------------------------------------------------------
TOTAL INCOME                          5,270,451    5,390,597     5,318,349     5,398,678     5,437,626    63,136,153       27.69
                                                                                                                                 
                                                                                                                                 
OPERATING EXPENSES                                                                                                               
                                                                                                                                 
BUILDING ADMINISTRATION                                                                                                          
                                                                                                                                 
61100 LABOR - ADMINISTRATION             66,916       66,916        66,916        66,916        66,916       802,992        0.35 
61200 MANAGEMENT FEE                     65,881       67,382        66,479        67,483        67,970       789,200        0.35 
61300 OFFICE RENTAL                      20,506       20,506        28,506        20,506        28,506       246,072        0.11 
61400 OFFICE EXPENSE                      4,900        4,900         4,900         4,900         4,900        69,800        0.03 
61600 OFFICE EQUIPMENT MAINTENANCE        2,000        2,000         2,000         2,000         2,000        24,000        0.01 
61700 COMMUNICATIONS                      3,500        3,500         3,500         3,500         3,500        42,000        0.02 
61800 OUTSIDE SERVICES                    1,000        1,000         1,000         1,000         1,000        12,000        0.01 
61900 ADVERTISING & PROMOTION               500          500           500           500           500         6,000        0.00 
62000 MEALS & ENTERTAINMENT                 500          500           500           500           500         6,000        0.00 
62300 DUES AND SUBSCRIPTIONS                100          100           100           100           100        14,000        0.01 
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET REPORT                                  Page: 2
                                                              26 -  CENTURY PLAZA TOWERS                              Date: 11-15-96
Square footage: 2,279,885                                                                                             Time: 02:47 PM

                                        JAN        FEB         MAR         APR        MAY          JUN          JUL
                                     -------------------------------------------------------------------------------
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>         <C>    
BUILDING ADMINISTRATION

62600 POSTAGE/DELIVERY                 1,000       1,000       1,000       1,000       1,000       1,000       1,000
63000 MISCELLANEOUS                      200         200         200         200         200         200         200
                                     -------------------------------------------------------------------------------
TOTAL BUILDING ADMINISTRATION        176,242     166,254     168,822     171,158     167,140     167,017     166,806


GENERAL BUILDING

63600 LABOR - ENGINEERING             83,500      83,500      83,500      83,500      83,500      83,500      83,500
63800 TOOLS & SUPPLIES                 2,500       2,500       2,500       2,500       2,500       2,500       2,500
63900 TENANT SERVICES                 15,000      10,000      10,000      10,000      10,000      10,000      10,000
64000 BUILDING SERVICE/SUPPLIES       12,880      12,880      13,880      13,880      13,880      13,880      14,000
64100 UNIFORMS                         1,800       1,000       1,000       1,000       1,000       1,000       1,000
64200 PEST CONTROL                       600         600         600         600         600         600         600
64400 RUBBISH/TRASH REMOVAL            6,500       6,500       6,500       6,500       6,500       6,500       6,500
64500 LAMPING                          5,000       5,000       5,000       5,000       5,000       5,000       5,000
64700 SIGNAGE                         10,000       3,000       1,000       1,000       1,000       1,000       1,000
64800 COMMUNICATIONS                   8,475       1,800       1,800       1,800       1,800       1,800       1,800
65400 MISCELLANEOUS                      250         250         250         250         250         250         250
                                     -------------------------------------------------------------------------------
TOTAL GENERAL BUILDING               146,505     127,830     126,030     126,030     126,030     126,030     126,150

LANDSCAPING/GROUNDS

65600 GROUNDS                         12,000      12,000      12,000      17,000      22,000      12,000      12,000
65700 INTERIOR                         3,800       3,800       3,800       3,800       3,800       3,800       3,800
                                     -------------------------------------------------------------------------------
TOTAL LANDSCAPING/GROUNDS             15,800      15,800      15,800      20,800      25,800      15,800      15,800

CLEANING

66600 INTERIOR JANITORIAL            198,100     198,400     202,800     201,500     202,500     210,900     204,400
66700 BUILDING EXTERIOR                5,000       5,000       5,000       5,000       5,000       5,000      30,000
66900 JANITORIAL/CLEANING SUPPLY         500         500         500         500         500         500         500
67000 CARPETS & DRAPES                 2,500       2,500       2,500       2,500       2,500       2,500       2,500
67100 WINDOW WASHING                   1,000       1,000       5,000       1,000       7,100       1,000       1,000
67400 MISCELLANEOUS CLEANING           1,000       1,000       1,000       1,000       1,000       1,000       1,000
                                     -------------------------------------------------------------------------------
TOTAL CLEANING                       208,100     208,400     216,800     213,500     218,600     220,900     239,400

<CAPTION>
                                        AUG        SEP         OCT         NOV         DEC        TOTAL         $/SF
                                     -------------------------------------------------------------------------------
<S>                                  <C>         <C>         <C>         <C>         <C>       <C>              <C>   
BUILDING ADMINISTRATION

62600 POSTAGE/DELIVERY                 1,000       1,000       1,000       1,000       1,000      12,000        0.01  
63000 MISCELLANEOUS                      200         200         200         200         200       2,400        0.00  
                                     -------------------------------------------------------------------------------
TOTAL BUILDING ADMINISTRATION        167,003     168,504     167,601     168,605     169,092   2,026,464        0.89  
                                                                                                                      
                                                                                                                      
GENERAL BUILDING                                                                                                      
                                                                                                                      
63600 LABOR - ENGINEERING             83,500      83,500      83,500      83,500      83,500   1,002,000        0.44  
63800 TOOLS & SUPPLIES                 2,500       2,500       2,500       2,500       2,500      30,000        0.01  
63900 TENANT SERVICES                 10,000      10,000      10,000      10,000      10,000     125,000        0.05  
64000 BUILDING SERVICE/SUPPLIES       14,000      14,000      14,000      14,000      14,000     165,280        0.07  
64100 UNIFORMS                         1,000       1,000       1,000       1,000       1,000      12,800        0.01  
64200 PEST CONTROL                       600         600         600         600         600       7,200        0.00  
64400 RUBBISH/TRASH REMOVAL            6,500       6,500       6,500       6,500       6,500      78,000        0.01  
64500 LAMPING                          5,000       5,000       5,000       5,000       5,000      60,000        0.01  
64700 SIGNAGE                          1,000       1,000       1,000       1,000       1,000      23,000        0.01  
64800 COMMUNICATIONS                   1,800       1,800       1,800       1,800       1,800      28,275        0.01  
65400 MISCELLANEOUS                      250         250         250         250         250       3,000        0.00  
                                     -------------------------------------------------------------------------------
TOTAL GENERAL BUILDING               126,150     126,150     126,150     126,150     126,150   1,534,555        0.67  
                                                                                                                      
LANDSCAPING/GROUNDS                                                                                                   
                                                                                                                      
65600 GROUNDS                         12,000      17,000      12,000      12,000      17,000     169,000        0.07  
65700 INTERIOR                         3,800       3,800       3,800       3,800       3,800      45,600        0.02  
                                     -------------------------------------------------------------------------------
TOTAL LANDSCAPING/GROUNDS             15,800      20,800      15,800      15,800      20,800     214,600        0.09  
                                                                                                                      
CLEANING                                                                                                              
                                                                                                                      
66600 INTERIOR JANITORIAL            204,300     202,800     204,300     205,250     205,700   2,442,950        1.07  
66700 BUILDING EXTERIOR                5,000       5,000       5,000       5,000       5,000      85,000        0.04  
66900 JANITORIAL/CLEANING SUPPLY         500         500         500         500         500       6,000        0.00  
67000 CARPETS & DRAPES                 2,500       2,500       2,500       2,500       2,500      30,000        0.01  
67100 WINDOW WASHING                   1,000       1,000       1,000      15,000       1,000      40,100        0.02  
67400 MISCELLANEOUS CLEANING           1,000       1,000       1,000       1,000       1,000      12,000        0.01  
                                     -------------------------------------------------------------------------------
TOTAL CLEANING                       214,300     212,800     218,300     229,250     215,700   2,616,050        1.15  
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)



<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET REPORT                                  Page: 3
                                                              26 -  CENTURY PLAZA TOWERS                              Date: 11-15-96
Square footage: 2,279,885                                                                                             Time: 02:47 PM

                                        JAN        FEB         MAR         APR        MAY          JUN          JUL
                                     -------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>         <C>         <C>         <C>    
SECURITY

68600 GUARDS                          109,937     109,937     109,937     109,937     109,937     109,937     109,937
68700 SPECIAL SERVICES/MONITORING       3,000       3,000       3,000       3,000       3,000       3,000       3,000
                                     -------------------------------------------------------------------------------
TOTAL SECURITY                        112,937     112,937     112,937     112,937     112,937     112,937     112,937


ENERGY

69600 ELECTRICITY                     551,218     536,084     529,082     577,724     560,988     557,125     552,971
69800 WATER/SEWER                       9,114       8,256       8,456       9,130      11,927      14,159      12,197
                                     -------------------------------------------------------------------------------
TOTAL ENERGY                          562,332     544,340     517,538     586,854     572,915     531,554     565,368


MAINTENANCE & REPAIRS

70600 HVAC REPAIRS                     15,000      15,000      15,000      15,000      15,000      15,000      15,000
70700 ELECTRIC REPAIRS                 16,000      16,000      16,000      16,000      16,000      16,000      16,000
70800 ELEVATOR CONTRACT/REPAIRS        65,300      53,300      53,300      53,300      53,300      53,300      53,300
70900 PLUMBING                         12,000      12,000      12,000      12,000      12,000      12,000      12,000
71000 ALTERATIONS/DECORATIONS           3,000       5,000       5,000       3,000       3,000       3,000       3,000
71100 STRUCTURAL & ROOF                 2,000       2,000       2,000      10,000       2,000       2,000       2,000
71300 GROUNDS/LOADING DOCK              3,000       3,000       3,000       3,000       3,000       3,000       3,000
71500 INTERIOR PAINTING/CARPET         10,000      10,000      10,000      10,000      10,000      10,000      10,000
71600 LIFE SAFETY SYSTEM                8,700       8,700      27,700      17,700      17,700      15,400      12,700
71800 GLASS REPAIR/REPLACEMENT          1,000       1,000       1,000       1,000       1,000       1,000       1,000
                                     -------------------------------------------------------------------------------
TOTAL MAINTENANCE & REPAIRS           136,000     126,000     145,000     151,000     133,000     130,700     128,000


FIXED CHARGES

77100 INSURANCE                       193,863     193,864     193,864     193,864     193,864     193,864     193,864
77200 BUSINESS TAX & LICENSE                0           0           0           0           0           0      66,000
                                     -------------------------------------------------------------------------------
TOTAL FIXED CHARGES                   193,863     193,864     193,864     193,864     193,864     193,864     259,864


<CAPTION>
                                        AUG        SEP         OCT         NOV         DEC        TOTAL         $/SF
                                     -------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>         <C>       <C>             <C>   
SECURITY

68600 GUARDS                          109,937     109,937     109,937     109,937     109,937   1,319,244       0.58  
68700 SPECIAL SERVICES/MONITORING       3,000       3,000       3,000       3,000       3,000      36,000       0.02  
                                     -------------------------------------------------------------------------------
TOTAL SECURITY                        112,937     112,937     112,937     112,937     112,937   1,355,244       0.59  
                                                                                                                      
                                                                                                                      
ENERGY                                                                                                                
                                                                                                                      
69600 ELECTRICITY                     564,689     547,228     522,961     505,000     502,385   6,509,445       2.86  
69800 WATER/SEWER                      11,948      13,953      16,185      10,058       9,114     134,897       0.06  
                                     -------------------------------------------------------------------------------
TOTAL ENERGY                          576,557     561,181     539,146     515,058     511,499   6,644,342       2.91  
                                                                                                                      
                                                                                                                      
MAINTENANCE & REPAIRS                                                                                                 
                                                                                                                      
70600 HVAC REPAIRS                     15,000      15,000      15,000      15,000      15,000     180,000       0.08  
70700 ELECTRIC REPAIRS                 16,000      16,000      16,000      16,000      16,000     192,000       0.08  
70800 ELEVATOR CONTRACT/REPAIRS        53,300      53,300      61,400      53,300      53,300     659,700       0.29  
70900 PLUMBING                         12,000      12,000      12,000      12,000      12,000     144,000       0.06  
71000 ALTERATIONS/DECORATIONS           3,000      21,000       5,000       5,000      21,000      80,000       0.04  
71100 STRUCTURAL & ROOF                 2,000      10,000       2,000       2,000       2,000      40,000       0.02  
71300 GROUNDS/LOADING DOCK              3,000       3,000       3,000       3,000       3,000      36,000       0.02  
71500 INTERIOR PAINTING/CARPET         10,000      10,000      10,000      10,000      10,000     120,000       0.05  
71600 LIFE SAFETY SYSTEM               14,700      12,700      12,700      11,700      12,700     183,100       0.08  
71800 GLASS REPAIR/REPLACEMENT          1,000       1,000       1,000       1,000       1,000      12,000       0.01  
                                     -------------------------------------------------------------------------------
TOTAL MAINTENANCE & REPAIRS           130,000     154,000     138,100     129,000     146,000   1,646,800       0.72  
                                                                                                                      
                                                                                                                      
FIXED CHARGES                                                                                                         
                                                                                                                      
77100 INSURANCE                       193,864     193,864     193,864     193,864     193,864   2,326,367       1.02  
77200 BUSINESS TAX & LICENSE                0           0           0           0           0      66,000       0.03  
                                     -------------------------------------------------------------------------------
TOTAL FIXED CHARGES                   193,864     193,864     193,864     193,864     193,864   2,392,367       1.05  
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)



<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET REPORT                                  Page: 4
                                                              26 -  CENTURY PLAZA TOWERS                              Date: 11-15-96
Square footage: 2,279,885                                                                                             Time: 02:47 PM

                                        JAN        FEB           MAR           APR          MAY           JUN           JUL
                                  ----------------------------------------------------------------------------------------------
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>      
PROPERTY TAXES

78100 REAL PROPERTY TAXES           380,375       380,375       380,375       380,375       380,375       380,375       380,375
                                  ----------------------------------------------------------------------------------------------
TOTAL REAL PROPERTY TAXES           380,375       380,375       380,375       380,375       380,375       380,375       380,375

                                  ----------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES          1,932,154     1,875,000     1,897,166     1,958,518     1,930,861     1,919,197     1,994,700


NET OPERATING INCOME              1,005,469     3,143,529     1,126,857     1,353,996     3,456,401     1,151,996     1,260,001


BUILDING OPERATING INCOME         3,005,469     3,143,520     3,326,857     3,356,401     3,366,601     1,353,996     3,260,001


GENERAL & ADMIN EXPENSES

85100 LEGAL AND ACCOUNTING           16,250        16,250        16,250        16,250        16,250        16,250        16,250
85600 OUTSIDE SERVICES                2,000         2,000         2,000         2,000         2,000         2,000         2,000
85900 LABOR                          19,333        19,333        19,333        19,333        19,333        19,333        19,333
86000 LOST TENANT EXPENSE             3,000         3,000         3,000         3,000         3,000         3,000         3,000
86100 TENANT ALTERATIONS              2,000         2,000         2,000         2,000         2,000         2,000         2,000
87000 TRAVEL AND PROMOTION            1,000         1,000         1,000         1,000         1,000         1,000         1,000
87500 MARKETING EXPENSE              20,833        20,833        20,833        20,833        20,833        20,833        20,833
88900 PROFESSIONAL/DESIGN FEES        5,000         5,000         5,000         5,000         5,000         5,000         5,000
                                  ----------------------------------------------------------------------------------------------
TOTAL GENERAL & ADMIN EXPENSES       69,416        69,416        69,416        94,416        69,416        84,416        69,416


PARTNERSHIP INCOME                2,936,053     3,074,113     3,257,441     3,261,985     3,297,385     3,269,580     3,190,587

                                  ----------------------------------------------------------------------------------------------
CASH FLOW FROM OPER.              2,916,053     3,074,113     3,257,441     3,264,985     3,297,185     1,269,580     3,190,587


CAPITAL EXPENDITURES

99101 TENANT IMPROVEMENTS            64,088-       32,044-       32,049-      737,022-      320,444-      224,322-      265,355-
99201 LEASING COMMISSION             26,325-        9,991-            0-      334,677-      145,395-      114,945-      124,576-
99401 BUILDING                      609,000-       69,000-      609,000-      609,000-      609,000-      609,000-      609,000-
                                  ----------------------------------------------------------------------------------------------
NET CASH FLOW                     2,236,640     2,423,078     2,616,392     1,581,286     2,222,346     2,321,313     2,200,656


<CAPTION>
                                    AUG           SEP           OCT           NOV           DEC           TOTAL         $/SF
                                  ----------------------------------------------------------------------------------------------
<S>                               <C>           <C>           <C>           <C>           <C>          <C>                 <C>   
PROPERTY TAXES

78100 REAL PROPERTY TAXES           380,375       380,375       380,375       380,376       380,376     4,564,502           2.02  
                                  ----------------------------------------------------------------------------------------------
TOTAL REAL PROPERTY TAXES           380,375       380,375       380,375       380,376       380,376     4,564,502           2.02  
                                                                                                                            
                                  ----------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES          1,916,986     1,930,611     1,892,273     1,871,040     1,876,418    22,994,924          10.09 
                                                                                                                            
                                                                                                                            
NET OPERATING INCOME              1,353,465     3,459,986     1,426,076     3,527,638     3,561,208    40,141,229          17.61 
                                                                                                                            
                                                                                                                            
BUILDING OPERATING INCOME         1,353,465     3,459,986     3,426,076     3,527,638     3,561,208    40,141,229          17.61 
                                                                                                                            
                                                                                                                            
GENERAL & ADMIN EXPENSES                                                                                                    
                                                                                                                            
85100 LEGAL AND ACCOUNTING           16,250        16,250        16,250        16,250        16,250       235,000           0.10  
85600 OUTSIDE SERVICES                2,000         2,000         2,000         2,000         2,000        24,000           0.01  
85900 LABOR                          19,333        19,334        19,334        19,334        19,334       232,000           0.10  
86000 LOST TENANT EXPENSE             3,000         3,000         3,000         3,000         3,000        36,000           0.02  
86100 TENANT ALTERATIONS              2,000         2,000         2,000         2,000         2,000        24,000           0.01  
87000 TRAVEL AND PROMOTION            1,000         1,000         1,000         1,000         1,000        12,000           0.01  
87500 MARKETING EXPENSE              20,833        20,833        20,833        21,000        21,000       250,330           0.11  
88900 PROFESSIONAL/DESIGN FEES        5,000         5,000         5,000         5,000         5,000        60,000           0.03  
                                  ----------------------------------------------------------------------------------------------
TOTAL GENERAL & ADMIN EXPENSES       69,416        69,417        69,417        69,584        69,584       873,330           0.38  
                                                                                                                            
                                                                                                                            
PARTNERSHIP INCOME                3,284,049     3,390,569     3,356,659     3,458,054     3,491,624     3,926,899          17.22 
                                                                                                                            
                                  ----------------------------------------------------------------------------------------------
CASH FLOW FROM OPER.              3,284,049     3,390,569     3,356,659     3,458,054     3,491,624     3,926,899          17.22 
                                                                                                                            
                                                                                                                            
CAPITAL EXPENDITURES                                                                                                        
                                                                                                                            
99101 TENANT IMPROVEMENTS            96,333-      512,711-      265,355-      192,266-      480,666-    3,204,455-          1.41- 
99201 LEASING COMMISSION             43,608-      230,067-      122,841-       82,798-      220,059-    1,455,282-          0.64- 
99401 BUILDING                      609,000-      609,000-      609,000-      609,000-      609,000-    7,308,000-          3.21- 
                                  ----------------------------------------------------------------------------------------------
NET CASH FLOW                     2,535,308     2,038,791     2,368,463     2,573,990     2,181,899    27,300,162          11.97 
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET LIST                                   Page: 1
                                                              26:  CENTURY PLAZA TOWERS                              Date: 11-15-96
                                                                                                                     Time: 02:50 PM

Acct #                               January   February   March     April      May       June      July  
- ------                               -------   --------   -----     -----      ---       ----      ----  
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>   
61100 LABOR - ADMINISTRATION          66,916    66,916    66,916    66,916    66,916    66,916    66,916
      *GEN MANAGER
      *SR. PROP MANAGER
      *OPS MANAGER
      *ACCOUNTANT
      *2 ACCOUNTING ASSETS
      *LEASE ADMINISTRATION
      *2 BLDG SECRETARIES
      *RECEPTIONIST
      
61200 MANGEMENT FEE                   61,720    62,712    65,300    66,436    66,218    65,915    65,684

61300 OFFICE RENTAL                   20,506    20,506    20,506    20,506    20,506    20,506    20,506
      *ASSUM 8.544 SQUARE FEET
      *CHARGED TO MGT OFFICE
      *$2.40 PER SQUARE FEET
      
61400 OFFICE EXPENSE                  15,900     4,900     4,900     4,900     4,900     4,900     4,900
      *$1300 COPIER RENT & SUPPLIES
      *$2000 OFFICE SUPPLIES
      *$4000 BUSINESS CARDS
      *400 COMPUTER SUPPLIES
      *$800 HOST SUPPLIES
      *400 MISCELLANEOUS
      *$7000 STATIONARY IN JANUARY
      
61600 OFFICE EQUIPMENT MAINTENANCE     2,000     2,000     2,000     2,000     2,000     2,000     2,000
      *600 COPIER
      *$800 COPIERS
      *$100 FAX
      *$500 COMPUTERS
      
61700 COMMUNICATIONS                   3,500     3,500     3,500     3,500     3,500     3,500     3,500
      *$1700 PHONES                              
      *$100 ANS. SERVICE
      *$100 FAX
      *$100 CELLULAR
      *$1500 PHONE EQUIPMENT
      
61800 OUTSIDE SERVICESS                1,000     1,000     1,000     1,000     1,000     1,000     1,000
      *TEMPORARY HELP
      *MISCELLANEOUS CONSULTANTS


<CAPTION>
                                      August  September  October   November  December   Total   Forecast             
                                      ------  ---------  -------   --------  --------   -----   --------             
<S>                                   <C>       <C>       <C>       <C>       <C>      <C>       <C>        
61100 LABOR - ADMINISTRATION          66,916    66,916    66,916    66,916    66,916   802,992   802,992    
      *GEN MANAGER                                                                                                   
      *SR. PROP MANAGER                                                                                              
      *OPS MANAGER                                                                                                   
      *ACCOUNTANT                                                                                                    
      *2 ACCOUNTING ASSETS                                                                                           
      *LEASE ADMINISTRATION                                                                                          
      *2 BLDG SECRETARIES                                                                                            
      *RECEPTIONIST                                                                                                  
                                                                                                                    
61200 MANGEMENT FEE                   65,881    67,382    66,479    64,483    67,970   789,200   789,200    
                                                                                                               
61300 OFFICE RENTAL                   20,506    20,506    20,506    20,506    20,506   246,072   246,072    
      *ASSUM 8.544 SQUARE FEET                                                                                       
      *CHARGED TO MGT OFFICE                                                                                         
      *$2.40 PER SQUARE FEET                                                                                         
                                                                                                                     
61400 OFFICE EXPENSE                   4,900     4,900     4,900     4,900     4,900    69,800    69,800    
      *$1300 COPIER RENT & SUPPLIES                                                                                  
      *$2000 OFFICE SUPPLIES                                                                                         
      *$4000 BUSINESS CARDS                                                                                          
      *400 COMPUTER SUPPLIES                                                                                         
      *$800 HOST SUPPLIES                                                                                            
      *400 MISCELLANEOUS                                                                                             
      *$7000 STATIONARY IN JANUARY                                                                                   
                                                                                                               
61600 OFFICE EQUIPMENT MAINTENANCE     2,000     2,000     2,000     2,000     2,000    24,000    24,000    
      *600 COPIER                                                                                                    
      *$800 COPIERS                                                                                                  
      *$100 FAX                                                                                                      
      *$500 COMPUTERS                                                                                                
                                                                                                               
61700 COMMUNICATIONS                   3,500     3,500     3,500     3,500     3,500    42,000    42,000    
      *$1700 PHONES                                                                                                  
      *$100 ANS. SERVICE                                                                                             
      *$100 FAX                                                                                                      
      *$100 CELLULAR                                                                                                 
      *$1500 PHONE EQUIPMENT                                                                                         
                                                                                                               
61800 OUTSIDE SERVICESS                1,000     1,000     1,000     1,000     1,000    12,000    12,000    
      *TEMPORARY HELP                                                                                    
      *MISCELLANEOUS CONSULTANTS
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)



<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 GET LIST                                      Page: 2
                                                              26:  CENTURY PLAZA TOWERS                              Date: 11-15-96
                                                                                                                     Time: 02:50 PM

Acct #                                     January   February      March       April         May        June        July  
- ------                                     -------   --------      -----       -----         ---        ----        ----  
<C>                                        <C>         <C>         <C>         <C>           <C>         <C>         <C>
61900 ADVERTISING & PROMOTION                500         500         500         500         500         500         500
                                           
62000 MEALS & ENTERTAINMENT                  500         500         500         500         500         500         500
                                           
62300 DUES AND SUBCRIPTIONS                2,500       2,500       2,500       5,700         100         100         100
      *BOMA                                
      *CENTURY CITY CHAMBER                
      *LA TIMES                            
      *WALL STREET JOURNAL                 
      *(CURRENT EXPENSE $14000)            
                                           
62600 POSTAGE/DELIVERY                     1,000       1,000       1,000       1,000       1,000       1,000       1,000
      *$340 POSTAGE                        
      *$360 ($180 EA) 2 TRICOR             
      *POUCHES                             
      *$300 POSTAGE MACHINE/SCALE          
                                           
63000 MISCELLANEOUS                          200         200         200         200         200         200         200
                                           
63600 LABOR - ENGINEERING                 83,500      83,500      83,500      83,500      83,500      83,500      83,500
      *1 PROJECT ENGINEER                  
      *1 CHIEF ENGINEER                    
      *2 ASST CHIEFS                       
      *4 WATCH ENGINEERS                   
      *4 UTILITY ENGINEERS                 
                                           
63800 TOOLS & SUPPLIES                     2,500       2,500       2,500       2,500       2,500       2,500       2,500
      *$500 RESTROOM FIXTURES              
      *$300 HARDWARE                       
      *$300 SHOP TOOLS                     
      *$200 MISCELLANEOUS                  
      *$700 LOCKS & KEYS                   
                                           
63900 TENANT SERVICES                     15,000      10,000      10,000      10,000      10,000      10,000      10,000
      *$4200 VIDEO COMP EQUIP & ROOM       
      *EXPENSE                             
      *$5000 CONCIERGE                      
      *$500 MISC. TENANT SERVICES          
      *$5000 PURCHASE TSR SYSTEM           
      *$300 CONF. COPIER RENTAL            
                                           
                                     
<CAPTION>
                                            August    September    October    November    December    Total       Forecast          
                                            ------    ---------    -------    --------    --------    -----       --------          
<S>                                       <C>         <C>         <C>         <C>         <C>      <C>           <C>        
61900 ADVERTISING & PROMOTION                500         500         500         500         500       6,000         6,000    
                                                                                                                              
62000 MEALS & ENTERTAINMENT                  500         500         500         500         500       6,000         6,000    
                                                                                                                              
62300 DUES AND SUBCRIPTIONS                  100         100         100         100         100      14,000        14,000   
      *BOMA                                                                                                                   
      *CENTURY CITY CHAMBER                                                                                                   
      *LA TIMES                                                                                                               
      *WALL STREET JOURNAL                                                                                                    
      *(CURRENT EXPENSE $14000)                                                                                               
                                                                                                                              
62600 POSTAGE/DELIVERY                     1,000       1,000       1,000       1,000       1,000      12,000        12,000   
      *$340 POSTAGE                                                                                                           
      *$360 ($180 EA) 2 TRICOR                                                                                                
      *POUCHES                                                                                                                
      *$300 POSTAGE MACHINE/SCALE                                                                                             
                                                                                                                              
63000 MISCELLANEOUS                          200         200         200         200         200       2,400         2,400    
                                                                                                                              
63600 LABOR - ENGINEERING                 83,500      83,500      83,500      83,500      83,500   1,002,000     1,002,000  
      *1 PROJECT ENGINEER                                                                                                     
      *1 CHIEF ENGINEER                                                                                                       
      *2 ASST CHIEFS                                                                                                          
      *4 WATCH ENGINEERS                                                                                                     
      *4 UTILITY ENGINEERS                                                                                                  
                                                                                                                              
63800 TOOLS & SUPPLIES                     2,500       2,500       2,500       2,500       2,500      30,000        30,000   
      *$500 RESTROOM FIXTURES                                                                                                 
      *$300 HARDWARE                                                                                                          
      *$300 SHOP TOOLS                                                                                                        
      *$200 MISCELLANEOUS                                                                                                     
      *$700 LOCKS & KEYS                                                                                                      
                                                                                                                              
63900 TENANT SERVICES                     10,000      10,000      10,000      10,000      10,000     125,000       125,000   
      *$4200 VIDEO COMP EQUIP & ROOM                                                                                          
      *EXPENSE                                                                                                    
      *$5000 CONCIERGE                     
      *$500 MISC. TENANT SERVICES         
      *$5000 PURCHASE TSR SYSTEM          
      *$300 CONF. COPIER RENTAL           
</TABLE>                                  
                                     

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 GET LIST                                      Page: 3
                                                              26:  CENTURY PLAZA TOWERS                              Date: 11-15-96
                                                                                                                     Time: 02:50 PM

Acct #                                  January  February   March     April      May       June      July  
- ------                                  -------  --------   -----     -----      ---       ----      ----  
<S>                                      <C>       <C>       <C>       <C>       <C>       <C>       <C>   
64000 BUILDING SERVICES/SUPPLIES         12,880    12,880    11,880    11,880    11,880    11,880    14,000
      *BASED ON EXISTING USEAGE
      *INCREASED FOR PROJECTED
      *OCCUPANCY

64100 UNIFORMS                            1,800     1,000     1,000     1,000     1,000     1,000     1,000
      *NEW LOGOS IN JANUARY, ASSUME
      *UNIFORMS RENTED FOR 12
      *ENGINEERS

64200 PEST CONTROL                          600       600       600       600       600       600       600
      *EXISTING CONTRACT

64400 RUBBISH/TRASH REMOVAL               6,500     6,500     6,500     6,500     6,500     6,500     6,500
      *BASED ON EXISTING BUDGET AND
      *COSTS IN RECYCLING PROPOSAL

64500 LAMPING                             5,000     5,000     5,000     5,000     5,000     5,000     5,000

64700 SIGNAGE                            10,000     3,000     1,000     1,000     1,000     1,000     1,000
      *INITIAL MGT. CO SIGNAGE CHANGE
      *IN JANUARY & FEBRUARY
      *NO SMOKING & HANDICAP SIGNAGE
      *UPGRADES AT LOBBIES
      *MISCELLANEOUS SIGNAGE MONTHLY
      *THEREAFTER

64800 COMMUNICATONS                       8,475     1,800     1,800     1,800     1,800     1,800     1,800
      *$300 ENGINEERING PHONES
      *$150 MISC. PROPERTY PHONES
      *$100 PAGERS
      *$500 RADIO REPAIRS/SUPPLIES
      *$6,675 PAC BELL CABLE MAINT
      *$300 SECURITY PHONES
      *$400 UNIVERSAL MAIL
      *$50 CELLULAR

65400 MICELLANEOUS                          250       250       250       250       250       250       250

65600 GROUNDS                            12,000    12,000    12,000    17,000    22,000    12,000    12,000
      *$7,400 EXISTING CONTRACT
      *$4,600 ADDITIONAL COSTS BASED
      *ON EXISTING EXPENSES
      *$5,000 SEASONAL COLOR IN
      *APRIL, SEPTEMBER, DECEMBER
      *$10,000 ADDITIONAL PLAZA
      *PLANTING


<CAPTION>
                                         August   September  October   November  December  Total       Forecast             
                                         ------   ---------  -------   --------  --------  -----       --------             
<S>                                      <C>       <C>       <C>       <C>       <C>      <C>       <C>       
64000 BUILDING SERVICES/SUPPLIES         14,000    14,000    14,000    14,000    14,000   165,280   165,280   
      *BASED ON EXISTING USEAGE                                                                             
      *INCREASED FOR PROJECTED                                                                              
      *OCCUPANCY                                                                                            
                                                                                                            
64100 UNIFORMS                            1,000     1,000     1,000     1,000     1,000    12,800    12,800   
      *NEW LOGOS IN JANUARY, ASSUME                                                                         
      *UNIFORMS RENTED FOR 12                                                                               
      *ENGINEERS                                                                                            
                                                                                                            
64200 PEST CONTROL                          600       600       600       600       600     7,200     7,200    
      *EXISTING CONTRACT                                                                                    
                                                                                                            
64400 RUBBISH/TRASH REMOVAL               6,500     6,500     6,500     6,500     6,500    78,000    78,000   
      *BASED ON EXISTING BUDGET AND                                                                         
      *COSTS IN RECYCLING PROPOSAL                                                                          
                                                                                                            
64500 LAMPING                             5,000     5,000     5,000     5,000     5,000    60,000    60,000   
                                                                                                            
64700 SIGNAGE                             1,000     1,000     1,000     1,000     1,000    23,000    23,000   
      *INITIAL MGT. CO SIGNAGE CHANGE                                                                       
      *IN JANUARY & FEBRUARY                                                                                
      *NO SMOKING & HANDICAP SIGNAGE                                                                        
      *UPGRADES AT LOBBIES                                                                                  
      *MISCELLANEOUS SIGNAGE MONTHLY                                                                        
      *THEREAFTER                                                                                           
                                                                                                            
64800 COMMUNICATONS                       1,800     1,800     1,800     1,800     1,800    28,275    28,275   
      *$300 ENGINEERING PHONES                                                                              
      *$150 MISC. PROPERTY PHONES                                                                           
      *$100 PAGERS                                                                                          
      *$500 RADIO REPAIRS/SUPPLIES                                                                          
      *$6,675 PAC BELL CABLE MAINT                                                                          
      *$300 SECURITY PHONES                                                                                 
      *$400 UNIVERSAL MAIL                                                                                  
      *$50 CELLULAR                                                                                         
                                                                                                            
65400 MICELLANEOUS                          250       250       250       250       250     3,000     3,000    
                                                                                                            
65600 GROUNDS                            12,000    17,000    12,000    12,000    17,000   169,000   169,000   
      *$7,400 EXISTING CONTRACT                                                                              
      *$4,600 ADDITIONAL COSTS BASED                                                               
      *ON EXISTING EXPENSES
      *$5,000 SEASONAL COLOR IN
      *APRIL, SEPTEMBER, DECEMBER
      *$10,000 ADDITIONAL PLAZA
      *PLANTING
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET LIST                                   Page: 4
                                                              26:  CENTURY PLAZA TOWERS                              Date: 11-15-96
                                                                                                                     Time: 02:50 PM

Acct #                                  January     February    March        April        May        June       July  
- ------                                  -------     --------    -----        -----        ---        ----       ----  
<S>                                     <C>       <C>       <C>       <C>       <C>       <C>       <C>   

65700 INTERIOR                            3,800       3,800       3,800       3,800       3,800       3,800       3,800
      *$1800 CURRENT CONTRACT
      *$500 ADDITIONAL ON CONTRACT
      *$1500 ADDITIONAL PLANTS

66600 INTERIOR JANITORIAL               198,100     198,400     202,800     201,500     202,500     210,000     204,400
      *$188,622 NIGHT FULL BUILDING
      *$.071 VACANY CREDIT
      *10 DAY STAFF @ $20,000
      *$5,000 ADDITIONAL SPECIAL
      *CLEANING

66700 BUILDING EXTERIOR                   5,000       5,000       5,000       5,000       5,000       5,000      30,000
      *$2,000 PLAZA MAINTENANCE
      *$3,000 METAL MAINTENANCE
      *$25,000 CLEAN & SEAL PLAZA

66900 JANITORIAL/CLEANING SUPPLY            500         500         500         500         500         500         500

67000 CARPET & DRAPES                     2,500       2,500       2,500       2,500       2,500       2,500       2,500
      *CARPET CLEANING
      *WINDOW COVERING REPAIR

67100 WINDOW WASHING                      1,000       1,000       5,000       1,000       7,100       1,000       1,000
      *$1,000 INTERIOR LOBBY GLASS
      *6100 ANNUAL INSPECTION
      *$15000 INTERIOR CLEANING IN
      *NOVEMBER
      *$5,000 MARCH & OCTOBER 1ST &
      *2ND FLOOR EXTERIOR GLASS

67400 MISCELLANEOUS CLEANING              1,000       1,000       1,000       1,000       1,000       1,000       1,000

68600 GUARDS                            109,937     109,937     109,937     109,937     109,937     109,937     109,937
      *BLDG POST 144 HRS/DAY @ 11.60
      *MONITORING 24 HRS/DAY @ 11.60
      *CARD ADMIN 8 HRS/DAY @ 11.60
      *ROVERS 43 HRS/DAY @ 11.60
      *= $927,246
      *SPECIAL SECURITY $ 36,000
      *SECURITY DIRECTOR $90,000
      *GARAGE 63 HRS X 365 @ 11.60
      *= $266,000

<CAPTION>
                                         August    September     October     November    December    Total       Forecast           
                                         ------    ---------     -------     --------    --------    -----       --------           
<S>                                     <C>         <C>         <C>         <C>         <C>       <C>          <C>       
65700 INTERIOR                            3,800       3,800       3,800       3,800       3,800      45,600      45,600  
      *$1800 CURRENT CONTRACT                                                                                        
      *$500 ADDITIONAL ON CONTRACT                                                                                   
      *$1500 ADDITIONAL PLANTS                                                                                       
                                                                                                                     
66600 INTERIOR JANITORIAL               204,100     202,800     204,300     205,250     205,700   2,442,950    2,442,950 
      *$188,622 NIGHT FULL BUILDING                                                                                  
      *$.071 VACANY CREDIT                                                                                           
      *10 DAY STAFF @ $20,000                                                                                        
      *$5,000 ADDITIONAL SPECIAL                                                                                     
      *CLEANING                                                                                                      
                                                                                                                     
66700 BUILDING EXTERIOR                   5,000       5,000       5,000       5,000       5,000      85,000      85,000  
      *$2,000 PLAZA MAINTENANCE                                                                                      
      *$3,000 METAL MAINTENANCE                                                                                      
      *$25,000 CLEAN & SEAL PLAZA                                                                                    
                                                                                                                     
66900 JANITORIAL/CLEANING SUPPLY            500         500         500         500         500       6,000      6,000   
                                                                                                                     
67000 CARPET & DRAPES                     2,500       2,500       2,500       2,500       2,500      30,000      30,000  
      *CARPET CLEANING                                                                                               
      *WINDOW COVERING REPAIR                                                                                        
                                                                                                                     
67100 WINDOW WASHING                      1,000       1,000       5,000      15,000       1,000      40,100      40,100  
      *$1,000 INTERIOR LOBBY GLASS                                                                                    
      *6100 ANNUAL INSPECTION                                                                                       
      *$15000 INTERIOR CLEANING IN                                                                                   
      *NOVEMBER                                                                                                      
      *$5,000 MARCH & OCTOBER 1ST &                                                                                  
      *2ND FLOOR EXTERIOR GLASS                                                                                      
                                                                                                                     
67400 MISCELLANEOUS CLEANING              1,000       1,000       1,000       1,000       1,000      12,000      12,000  
                                                                                                                     
68600 GUARDS                            109,937     109,937     109,937     109,937     109,937   1,319,244    1,319,244 
      *BLDG POST 144 HRS/DAY @ 11.60                                                                                      
      *MONITORING 24 HRS/DAY @ 11.60                                                                                      
      *CARD ADMIN 8 HRS/DAY @ 11.60                                                                         
      *ROVERS 43 HRS/DAY @ 11.60
      *= $927,246
      *SPECIAL SECURITY $ 36,000
      *SECURITY DIRECTOR $90,000
      *GARAGE 63 HRS X 365 @ 11.60
      *= $266,000
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET LIST                                   Page: 5
                                                              26:  CENTURY PLAZA TOWERS                              Date: 11-15-96
                                                                                                                     Time: 02:50 PM

Acct #                                  January     February      March       April       May         June        July  
- ------                                  -------     --------      -----       -----       ---         ----        ----  
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>         <C>    
68700 SPECIAL SERVICES/MONITORING         3,000       3,000       3,000       3,000       3,000       3,000       3,000
      *$1000 CCTV ELEVATORS
      *$300 CCTV GARAGE
      *$1000 SPECIAL SERVICES
      *$700 CART MAINT. & REPAIR

69600 ELECTRICITY                       553,218     536,084     529,082     577,724     560,988     557,195     552,971
      *1996 ACTUAL/EST + PROJ OCC
      *INCREASE + CENTRAL PLANT, LESS
      *ON CREDIT 6500/MO; LIGHTING;
      *RETROFIT 2500/MO
      *AIR HANDLERS & OUTSIDE AIR
      *SYSTEM & BLDG AUTOMATION
      *SYSTEMS IN JULY 35,700/MO
      *SAVINGS
      *REBILLED HVAC @ 8666/MO

69800 WATER/SEWER                         9,114       8,256       8,456       9,130      11,927      14,359      12,397
      *BASED ON 1 YEARS EXISTING
      *INCREASED BY 3% DUE TO 2 - TIER
      *RATE SYSTEM
      *INCLUDES MAIN BILL; FIRE
      *SERVICE METER AND IRRIGATION
      *METER

70600 HVAC REPAIRS                       15,000      15,000      15,000      15,000      15,000      15,000      15,000
      *BASED ON 5 MONTHS OF 1996
      *ACTUAL

70700 ELECTRIC REPAIRS                   16,000      16,000      16,000      16,000      16,000      16,000      16,000
      *BASED ON 9 MONTHS OF 1996
      *EXPENSES

70800 ELEVATOR CONTRACT/REPAIRS          65,300      53,300      53,300      53,300      53,300      53,300      53,300
      *$50,000 OTIS
      *$300 CALL BACKS
      *$8000 REG 4 IN OCTOBER
      *$12,000 PERMITS IN JANUARY
      *$2,000 METAL MAINTENANCE
      *$1,000 MISC REPAIRS


<CAPTION>
                                         August    September     October     November    December    Total       Forecast           
                                         ------    ---------     -------     --------    --------    -----       --------           
<S>                                     <C>         <C>         <C>         <C>         <C>       <C>         <C>      
68700 SPECIAL SERVICES/MONITORING         3,000       3,000       3,000       3,000       3,000      36,000     36,000 
      *$1000 CCTV ELEVATORS
      *$300 CCTV GARAGE
      *$1000 SPECIAL SERVICES
      *$700 CART MAINT. & REPAIR
                                                                                                                     
69600 ELECTRICITY                       564,609     547,228     522,961     505,000     502,385   6,509,445   6,509,445
      *1996 ACTUAL/EST + PROJ OCC                                                                                    
      *INCREASE + CENTRAL PLANT, LESS                                                                                
      *ON CREDIT 6500/MO; LIGHTING;                                                                                  
      *RETROFIT 2500/MO                                                                                              
      *AIR HANDLERS & OUTSIDE AIR                                                                                    
      *SYSTEM & BLDG AUTOMATION                                                                                      
      *SYSTEMS IN JULY 35,700/MO                                                                                     
      *SAVINGS                                                                                                       
      *REBILLED HVAC @ 8666/MO                                                                                       
                                                                                                                     
69800 WATER/SEWER                        11,948      13,953      16,185      10,058       9,114     134,897    134,897 
      *BASED ON 1 YEARS EXISTING                                                                                     
      *INCREASED BY 3% DUE TO 2 - TIER                                                                               
      *RATE SYSTEM                                                                                                   
      *INCLUDES MAIN BILL; FIRE                                                                                      
      *SERVICE METER AND IRRIGATION                                                                                  
      *METER                                                                                                         
                                                                                                                     
70600 HVAC REPAIRS                       15,000      15,000      15,000      15,000      15,000     180,000    180,000 
      *BASED ON 5 MONTHS OF 1996                                                                                     
      *EXPENSES                                                                                                       
                                                                                                                     
70700 ELECTRIC REPAIRS                   16,000      16,000      16,000      16,000      16,000     192,000    192,000 
      *BASED ON 9 MONTHS OF 1996                                                                                     
      *ACTUAL                                                                                                        
                                                                                                                     
70800 ELEVATOR CONTRACT/REPAIRS          53,300      53,300      61,400      53,300      53,300     659,700    659,700 
      *$50,000 OTIS                                                                                         
      *$300 CALL BACKS
      *$8000 REG 4 IN OCTOBER
      *$12,000 PERMITS IN JANUARY
      *$2,000 METAL MAINTENANCE
      *$1,000 MISC REPAIRS
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET LIST                                   Page: 6
                                                              26:  CENTURY PLAZA TOWERS                              Date: 11-15-96
                                                                                                                     Time: 02:50 PM

Acct #                                  January     February    March       April        May         June        July  
- ------                                  -------     --------    -----       -----        ---         ----        ----  
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>         <C>    
70900 PLUMBING                           12,000      12,000      12,000      12,000      12,000      12,000      12,000
      *BASED ON 5 MONTHS OF 1996
      *EXPENSES

7100 ALTERATIONS/DECORATING               3,000       5,000       5,000       3,000       3,000       3,000       3,000
      *$3,000/MONTH
      *$3,000 SEASONAL DECORATING IN
      *FEB, MAR, APR, OCT, NOV & DEC
      *$18,000 XMAS DEPOSIT IN SEPT
      *BALANCE IN DECEMBER

71100 STRUCTURAL & ROOF                   2,000       2,000       2,000       2,000       2,000       2,000       2,000

71300 GROUNDS/LOADING DOCK                3,000       3,000       3,000       3,000       3,000       3,000       3,000

71500 INTERIOR PAINTING/CARPET           10,000      10,000      10,000      10,000      10,000      10,000      10,000
      *9 MONTHS OF 1996 - 14,000/MO

71600 LIFE SAFETY SYSTEM
      *$55,000 REG 4 TESTING
      *$7,000 ANNUAL FIRE DRILL
      *$5,000 EMERGENCY GENERATOR
      *$4,000 FIRE EXTINGUISHERS
      *$5,000 PARTS & EQUIPMENT
      *$5,000 FIRE PUMP SERVICE
      *$2,000 PRV REPLACEMENT
      *$5,000 SPRINKLER TESTING
      *$5,000 MISC PARTS & REPAIRS
      *$7,700/MO SIMPLEX CONTRACT

71800 GLASS REPAIR/REPLACEMENT            1,000       1,000       1,000       1,000       1,000       1,000       1,000

77100 INSURANCE                         193,863     193,864     193,864     193,864     193,864     193,864     193,864

77200 BUSINESS TAX & LICENSE                  0           0           0           0           0           0      66,000
      *ESTIMATED BASED ON 1.0375% OF
      *GROSS INCOME

78100 REAL PROPERTY TAXES               380,375     380,375     380,375     380,375     380,375     380,375     380,375

85100 LEGAL AND ACCOUNTING               16,250      16,250      16,250      16,250      16,250      16,250      16,250
      *BASED ON 196,000 YEAR LEGAL
      *FEES, PLUS 40,788 FOR AUDIT
      *FEES IN APRIL & JUNE


<CAPTION>
                                         August    September     October     November    December    Total       Forecast           
                                         ------    ---------     -------     --------    --------    -----       --------           
<S>                                     <C>         <C>         <C>         <C>         <C>       <C>           <C>        
70900 PLUMBING                           12,000      12,000      12,000      12,000      12,000     144,000       144,000   
      *BASED ON 5 MONTHS OF 1996                                                                                       
      *EXPENSES                                                                                                        
                                                                                                                       
7100 ALTERATIONS/DECORATING               3,000      21,000       5,000       5,000      21,000      80,000        80,000   
      *$3,000/MONTH                                                                                                    
      *$3,000 SEASONAL DECORATING IN                                                                                   
      *FEB, MAR, APR, OCT, NOV & DEC                                                                                   
      *$18,000 XMAS DEPOSIT IN SEPT                                                                                    
      *BALANCE IN DECEMBER                                                                                             
      *$1,000 MISC REPAIRS                                                                                             
                                                                                                                       
71100 STRUCTURAL & ROOF                   2,000      10,000       2,000       2,000       2,000      40,000        40,000   
                                                                                                                       
71300 GROUNDS/LOADING DOCK                3,000       3,000       3,000       3,000       3,000      36,000        36,000   
                                                                                                                       
71500 INTERIOR PAINTING/CARPET           10,000      10,000      10,000      10,000      10,000     120,000       120,000   
      *9 MONTHS OF 1996 - 14,000/MO                                                                                    
                                                                                                                       
71600 LIFE SAFETY SYSTEM                                                                                               
      *$55,000 REG 4 TESTING                                                                                             
      *$7,000 ANNUAL FIRE DRILL                                                                                        
      *$5,000 EMERGENCY GENERATOR                                                                                      
      *$4,000 FIRE EXTINGUISHERS                                                                                       
      *$5,000 PARTS & EQUIPMENT                                                                                        
      *$5,000 FIRE PUMP SERVICE                                                                                        
      *$2,000 PRV REPLACEMENT                                                                                          
      *$5,000 SPRINKLER TESTING                                                                                        
      *$5,000 MISC PARTS & REPAIRS                                                                                     
      *$7,700/MO SIMPLEX CONTRACT                                                                                      
                                                                                                                       
71800 GLASS REPAIR/REPLACEMENT            1,000       1,000       1,000       1,000       1,000      12,000        12,000   
                                                                                                                       
77100 INSURANCE                         193,864     193,864     193,864     193,864     193,864   2,326,367     2,326,367  
                                                                                                                       
77200 BUSINESS TAX & LICENSE                  0           0           0           0           0      66,000        66,000   
      *ESTIMATED BASED ON 1.0375% OF                                                                                   
      *GROSS INCOME                                                                                                    
                                                                                                                       
78100 REAL PROPERTY TAXES               380,375     380,375     380,375     380,375     380,375   4,564,502     4,564,502  
                                                                                                                       
85100 LEGAL AND ACCOUNTING               16,250      16,250      16,250      16,250      16,250     235,000       235,000   
      *BASED ON 196,000 YEAR LEGAL                                                                                     
      *FEES, PLUS 40,788 FOR AUDIT                                                                                     
      *FEES IN APRIL & JUNE                                                                                 
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
GL20R0                                                            1997 BUDGET LIST                                   Page: 7
                                                              26:  CENTURY PLAZA TOWERS                              Date: 11-15-96
                                                                                                                     Time: 02:50 PM

Acct #                                  January   February   March     April      May      June       July  
- ------                                  -------   --------   -----     -----      ---      ----       ----  
<S>                                      <C>       <C>       <C>       <C>       <C>       <C>       <C>   
85600 OUTSIDE SERVICES                    2,000     2,000     2,000     2,000     2,000     2,000     2,000

85900 LABOR                              19,333    19,333    19,333    19,333    19,333    19,333    19,333
      *BASED ON MARKETING PAYROLL OF
      *23,000/YEAR

86000 LOST TENANT EXPENSE                 3,000     3,000     3,000     3,000     3,000     3,000     3,000
      *ASSUEM 20,000 SF/MO @ .15
      *PER SF

86100 TENANT ALTERATIONS                  2,000     2,000     2,000     2,000     2,000     2,000     2,000

87000 TRAVEL AND PROMOTION                1,000     1,000     1,000     1,000     1,000     1,000     1,000

87500 MARKETING EXPENSE                  20,833    20,833    20,833    20,833    20,833    20,833    20,833

88900 PROFESSIONAL/DESIGN FEES            5,000     5,000     5,000     5,000     5,000     5,000     5,000


<CAPTION>
                                         August   September  October  November  December  Total    Forecast             
                                         ------   ---------  -------  --------  --------  -----    --------             
<S>                                      <C>       <C>       <C>       <C>       <C>      <C>          <C>     
85600 OUTSIDE SERVICES                    2,000     2,000     2,000     2,000     2,000    24,000       24,000 
                                                                                                        
85900 LABOR                              19,333    19,334    19,334    19,334    19,334   232,000      232,000 
      *BASED ON MARKETING PAYROLL OF                                                                    
      *223,000/YEAR                                                                                     
                                                                                                        
86000 LOST TENANT EXPENSE                 3,000     3,000     3,000     3,000     3,000    36,000       36,000 
      *ASSUEM 20,000 SF/MO @ .15                                                                        
      *PER SF                                                                                           
                                                                                                        
86100 TENANT ALTERATIONS                  2,000     2,000     2,000     2,000     2,000    24,000       24,000 
                                                                                                        
87000 TRAVEL AND PROMOTION                1,000     1,000     1,000     1,000     1,000    12,000       12,000 
                                                                                                        
87500 MARKETING EXPENSE                  20,833    20,833    20,833    21,000    21,000   250,330      250,330 
                                                                                                        
88900 PROFESSIONAL/DESIGN FEES            5,000     5,000     5,000     5,000     5,000    60,000       60,000 
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
                                                     DELTA TOWERS JOINT VENTURE

                                     ACTUAL             ACTUAL             ESTIMATE          ESTIMATE            TOTAL  
                                  THRU 9/30/96           OCT.                NOV.              DEC.                      
                                   ----------          ---------          ---------          ---------         ----------
<S>                                <C>                 <C>                <C>                <C>               <C>       
     REVENUE
     -------

OFFICE RENT                        31,305,972          3,769,025          4,031,098          3,631,539         42,737,634
RETAIL RENT                           787,533             85,195            101,883            101,883          1,076,494
PERCENTAGE RENT                       970,527             91,480             90,733             90,733          1,243,473
PARKING REVENUE                     8,125,722            861,621            848,960            849,840         10,686,143
ESCALATION RECOVERY                 1,648,657            186,731            216,146            216,146          2,267,680
SETTLEMENT FEES                     2,580,862                  0                  0                  0          2,580,862
OTHER REVENUE                       1,720,314            229,528            174,204            174,198          2,298,244
                                   ----------          ---------          ---------          ---------         ----------
   TOTAL REVENUE                   47,139,587          5,223,580          5,463,024          5,064,339         62,890,530
                                   ==========          =========          =========          =========         ==========

     EXPENSES
     --------

CLEANING EXPENSES                   1,965,158            244,763            244,283            233,010          2,667,214
UTILITIES                           5,189,345            623,289            553,074            574,360          6,940,068
REPAIRS & MAINT.                    2,126,105            226,150            251,876            266,410          2,870,541
GEN. OPERATING EXP.                 3,046,329            266,652            311,504            298,064          3,922,549
ADMINISTRATIVE                      2,708,083            321,472            258,674            382,982          3,671,211
FIXED EXPENSES                      4,822,687            539,348            562,515            562,599          6,487,149
INTEREST EXPENSE                    7,893,485            868,934            867,262            865,578         10,495,259
                                   ----------          ---------          ---------          ---------         ----------
   TOTAL EXPENSES                  27,751,192          3,090,608          3,029,188          3,183,003         37,053,991
                                   ==========          =========          =========          =========         ==========

NET OPER. INCOME                   19,388,395          2,132,972          2,433,836          1,881,336         25,836,539
                                   ==========          =========          =========          =========         ==========
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                                  OFFICE MARKET - URBAN/CBD
====================================================================================================================================
                                9.5%   10.0%   10.0%    10.0%    11.5%    11.5%    3.0%    3.0%    3.0%   4.0%   10.0   10.0
                                9.5%   10.0%   10.0%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               13.0%   13.0%    -        -       14.0%    14.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.3%    9.3%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    9.0%    8.5%     9.0%    10.5%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      11      11      10       11       11       11      11      11      11     11      11     11
Average (%)                     9.2%    9.6%    9.2%     9.7%    11.7%    12.0%    3.3%    4.2%    3.4%   3.9%    8.5    9.5

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%   10.0%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               15.0%   15.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%   10.0%    9.0%    10.0%    12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
Responses                        8      8       6        6        7        7       7       7       7      7       7      7
Average (%)                     10.0%  10.4%    9.7%    10.3%    12.8%    13.1%    3.3%    4.7%    3.5%   4.0%    8.3    9.7

====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                                8.0%    9.0%    9.5%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               12.0%   12.0%    -        -       13.0%    13.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                -       -       -        -       12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
Responses                        8      8       7        7        9        9       9       9       9      9       9      9
Average (%)                      9.4%  10.0%    9.6%    10.2%    12.8%    13.5%    3.5%    4.6%    3.5%   3.9%    7.6    8.9

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   12.0%    12.0%    15.0%    15.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.8%    9.8%   10.8%    10.8%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                               14.0%   14.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0    7.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%   10.0   11.0

Responses                       6       6       5        5        6        6       6       6       6      6       6      6
Average (%)                    10.7%   11.0%   10.5%    11.2%    14.6%    15.3%    3.2%    4.8%    3.3%   3.9%    8.0    8.8

                           =========================================================================================================
Total Responses                33      33      28       33       33       33      33      33      33     33     33      33
Weighted Average (%)            9.8%   10.3%    9.7%    10.3%    13.0%    13.5%    3.3%    4.6%    3.4%   3.9%   8.1%    9.2
                           =========================================================================================================
</TABLE>


"Leased Asset" refers to predominately "passive" investments involving
substantially lease Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)

3 REAL ESTATE OUTLOOK


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON-CBD
====================================================================================================================================
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               11.0%   11.0%    -        -       12.0%    12.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.5%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                               10.0%   11.0%   10.5%    11.0%    12.0%    12.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.1%    9.1%   10.1%    10.1%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.5%    11.5%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    12.0%    13.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      - 
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      16      16      14       14       15       15      15      15      15     15      15     15
Average %                       8.8%    9.5%    9.3%     9.9%    11.2%    11.6%    3.5%    4.4%    3.6%   3.8%    8.9    9.7
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.8%    11.8%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                               12.0%   12.0%    -        -       18.0%    18.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.0%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    14.0%    15.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               10.0%   11.0%    -        -        -        -       -       -       -      -       -      -
                               10.0%   11.0%   10.0%    11.0%    12.0%    13.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      13      13      11       11       12       12      12      12      12     12      12     12
Average %                       9.5%   10.0%    9.8%    10.2%    12.0%    12.5%    3.4%    4.5%    3.4%   3.7%    8.6    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%    -        -       13.0%    13.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%    9.0%     9.0%    17.0%    20.0%    4.0%    7.00%   4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    10.6%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.1%    9.7%    9.5%    10.0%    13.4%    14.3%    3.1%    4.6%    3.4%   3.8%    7.2    8.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%    -        -       18.0%    18.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                               11.0%   11.0%   11.0%    11.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.6%    9.6%   10.6%    10.6%    11.5%     1.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%   10.0%    11.0%    20.0%    20.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.7%   10.0%   10.0%    10.5%    14.5%    15.2%    2.9%    4.3%    3.2%   3.6%    7.2    8.0
                       =============================================================================================================
Total responses                49      49      41       41       45       45      45      45      45     45      45     45
Weighted Average (%)            9.3%    9.8%    9.7%    10.1%    12.8%    13.4%    3.2%    4.4%    3.4%   3.7%    8.0    8.8
                       =============================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)

                                                                     AUTUMN 1996


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                     INDUSTRIAL MARKET-WAREHOUSE/DISTRIBUTION
====================================================================================================================================
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%   10.0%    9.5%    10.0%    11.0%    12.0%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10       10       10      10      10      10     10      10     10
Average (%)                     8.8%    9.2%    9.4%     9.8%    10.9%    11.0%    2.9%    4.0%    3.3%   3.8%    9.8   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.3%    11.3%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       7       7       7        7        7        7       7       7       7      7       7      7
Average(%)                      9.3%    9.5%   10.0%    10.2%    11.2%    11.2%    2.8%    4.3%    3.2%   3.9%    9.7   10.1
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4      4       4
Average (%)                     9.7%    9.9%   10.4%    10.8%    11.9%    11.9%    2.4%    4.8%    3.3%   4.1%   9.5    10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   13.0%    13.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                    10.1%   10.4%   10.9%    11.3%    12.4%    12.4%    2.4%    4.8%    3.3%   4.1%    9.5   10.3
                       =============================================================================================================
Total Responses                25      25      25       25       25       25      25      25      25     25      25     25
Weighted Average (%)            9.5%    9.7%   10.2%    10.5%    11.6%    11.6%    2.6%    4.5%    3.2%   4.0%    9.6   10.2
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominately "passive" investments involving
substantially leased Properties.

"Value Added" denotes properties which require more active management due to
leasing issued and/or additional capital investment for physical issues




10 REAL ESTATE OUTLOOK

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                       INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
====================================================================================================================================
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                                9.0%    9.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.7%    10.7%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS B-LEASED ASSET                                                                                                                
====================================================================================================================================
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     9.3%    9.8%    9.8%    10.8%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.5%   10.0%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.4%   10.0%    9.9%    10.9%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%   11.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.6%   10.2%   10.0%    11.0%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
                             
                       =============================================================================================================
Total Responses                18      18      14       14       18       18      18      18      18     18      18     18
Weighted Average (%)            9.3%    9.8%    9.8%    10.8%    12.0%    12.4%    3.3%    4.0%    3.2%   3.9%    8.5    9.8
                       =============================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require mor active management due to
leasing issues and/or additional capital investment for physical issues.


                                                                     AUTUMN 1996


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                RETAIL MARKET-NEIGHBORHOOD & COMMUNITY CENTERS
====================================================================================================================================
                                9.0%   10.5%    9.5%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                               10.3%   10.3%   10.8%    10.8%    13.0%    13.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%    9.0%   10.0%    10.0%    10.0%    10.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.5%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       9       9       8        8        8        8       9       9       9      9       9      9
Average (%)                     9.3%    9.8%   10.0%    10.4%    11.9%    12.1%    2.9%    3.7%    3.4%   3.9%    8.9    9.4
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   11.3%    11.3%    14.0%    14.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.5%   10.5%    -        -        -        -       -       -       -      -       -      -

Responses                       6       6       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.5%   10.0%   10.4%    11.1%    12.3%    12.3%    2.3%    3.8%    3.3%   4.2%    9.0    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               11.0%   11.0%    9.5%     9.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       7       7       5        5        5        5       6       6       6      6       6      6
Average (%)                     9.7%   10.3%   10.1%    10.7%    13.8%    14.6%    2.8%    4.0%    3.1%   3.8%    8.5%   9.0%
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               13.0%   13.0%   14.0%    14.0%    14.0%    14.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               11.0%   11.0%   10.5%    10.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       6       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.3%   10.8%   10.8%    11.5%    14.2%    15.0%    2.8%    4.0%    3.1%   3.8%    8.5    9.0

                       =============================================================================================================
Total Responses                28      28      22       22       22       22      26      26      26     26      26     26
Weighted Average (%)            9.7%   10.2%   10.3%    10.9%    13.0%    13.5%    2.7%    3.9%    3.2%   4.0%    8.7    9.3
                       =============================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                      RETAIL MARKET-POWER CENTERS & "BIG BOX"
====================================================================================================================================
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%    9.5%     9.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
                               10.5%   10.5%   10.5%    10.5%    11.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.4%    11.4%    3.8%    3.8%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.3%    9.3%    9.5%    10.0%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%    9.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%    9.5%    9.5%    10.0%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0

Responses                       9       9       8        8        8        8       8       8       8      8       8      8
Average (%)                     9.4%    9.5%    9.7%    10.1%    11.5%    11.7%    3.3%    3.5%    3.4%   3.7%    9.1   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    11.0%    12.0%    2.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.1%   10.1%    10.6%    11.0%    11.3%    2.8%    3.7%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.6%   10.1%   10.6%    10.6%    12.0%    12.0%    2.8%    3.3%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                -       -       -        -       15.0%    15.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
Responses                       2       2       2        2        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.3%   10.1%    10.9%    12.7%    12.7%    2.8%    3.3%    3.2%   3.7%    9.3   10.3

                       =============================================================================================================
Total Responses                17      17      16       16       17       17      17      17      17     17      17     17
Weighted Average (%)            9.6%    9.9%   10.0%    10.5%    11.8%    11.9%    2.9%    3.5%    3.2%   3.7%    9.3   10.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


                                                                     AUTUMN 1996


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                 RETAIL MARKET-REGIONAL MALLS
====================================================================================================================================
                                7.5%    7.5%    8.0%     8.0%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                7.5%    7.5%    7.8%     7.8%    12.0%    12.0%    1.5%    2.0%    3.0%   3.0%   10.0   10.0
                                7.0%    8.0%    8.0%     8.0%    10.5%    11.5%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    8.0%     9.0%    10.5%    11.0%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                7.8%    8.0%    8.3%     8.5%    11.0%    12.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                                7.0%    8.0%    7.0%     8.0%    10.0%    11.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      10       9       9        9        9        9      10      10      10     10      10     10
Average (%)                     7.9%    8.2%    8.2%     8.6%    11.4%    11.8%    3.0%    3.6%    3.5%   3.8%    9.1    9.6
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    17.0%    17.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                9.0%    9.0%    9.0%     9.0%    13.5%    13.5%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%   10.0%   10.0%    10.0%    12.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.6%    9.6%    10.0%    13.4%    13.9%    2.5%    3.4%    3.7%   4.0%    8.6    8.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    18.0%    18.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               11.0%   11.0%   11.0%    11.0%    13.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.5%    8.5%     9.0%    11.5%    12.5%    2.5%    3.0%    2.5%   3.0%   10.0   10.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.8%    9.8%    10.3%    13.4%    13.9%    2.6%    3.6%    3.4%   3.8%    9.2    9.2
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   11.0%    11.0%    20.0%    20.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               12.5%   12.5%   12.0%    12.0%    14.0%    15.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.3%     9.8%    12.0%    13.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                               13.0%   13.0%   11.0%    11.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       5       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.6%   11.0%   10.6%    11.0%    14.6%    15.0%    2.7%    3.5%    3.3%   3.7%    8.2    8.2

                       =============================================================================================================
TOTAL RESPONSES                28      22      22       22       22       22      26      26      26     26      26     26
WEIGHTED AVERAGE (%)            9.3%    9.6%    9.5%    10.0%    13.2%    13.6%    2.7%    3.5%    3.5%   3.8%    8.8    8.9
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
====================================================================================================================================
                                8.5%   10.0%    9.0%    10.5%     -        -       -       -       3.5%   3.5%    1.0    1.0
                                8.5%    9.0%    9.0%     9.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.8%    9.8%   10.0%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.3%    9.0%    9.0%     9.5%    10.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                7.5%    8.5%    8.0%     9.0%    10.0%    11.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.8%    8.8%    9.0%     9.0%    11.3%    11.3%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.0%     9.5%    11.5%    11.5%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.0%    8.5%     9.0%     -        -       3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.8%    9.0%    9.0%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10        8        8       9       9      10     10      10     10
Average (%)                     8.6%    9.2%    9.0%     9.6%    11.2%    11.7%    2.9%    3.9%    3.3%   3.8%    8.4    8.9
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.0%    9.5%    9.5%    10.0%    11.0%    12.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%   10.0%   10.0%    10.0%    11.0%    12.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.0%   10.0%   10.0%    10.5%    10.5%    12.0%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.5%    9.5%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       5        5        5        5       5       5       5      5       5      5
Average (%)                     8.9%    9.7%    9.7%    10.3%    11.0%    11.8%    2.5%    4.2%    3.1%   4.0%    9.6   10.2
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   11.0%    11.0%    12.5%    13.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    9.0%     9.0%    11.0%    12.0%    4.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.0%    9.0%    9.5%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.8%    10.3%    11.6%    12.1%    2.6%    4.8%    3.1%   4.0%    7.8    9.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   13.0%   13.0%    13.0%    13.0%    15.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    4.0%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%   10.0%    10.0%    11.0%    13.0%    6.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.5%   10.0%   10.0%    11.0%    13.0%    13.0%    4.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     9.5%   10.1%   10.6%    11.3%    12.0%    13.0%    2.6%    4.8%    3.1%   4.0%    7.8    9.0

                       =============================================================================================================
TOTAL RESPONSES                23      23      23       23       21       21      22      22      23     23      23     23
WEIGHTED AVERAGE (%)            9.0%    9.6%    9.8%    10.4%    11.5%    12.1%    2.7%    4.4%    3.2%   4.0%    8.4    9.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


                                  AUTUMN 1996


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                          CAPITALIZATION RATES         INTERNAL                GROWTH RATES      TYPICAL PROJECTION
                                       GOING-IN        TERMINAL     RATE OF RETURN        INCOME        EXPENSES    PERIOD (YEARS)
                                      LOW    HIGH     LOW    HIGH     LOW    HIGH      LOW    HIGH     LOW    HIGH    LOW   HIGH
===================================================================================================================================
OFFICE                                                                                               SUMMARY OF WEIGHTED AVERAGES
===================================================================================================================================
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>       <C>    <C>      <C>    <C>     <C>   <C>
Urban/CBD                             9.8%   10.3%    9.7%   10.3%   13.0%   13.5%     3.3%   4.6%     3.4%   3.9%    8.1    9.2
      Class A-Leased Asset            9.2%    9.6%    9.2%    9.7%   11.7%   12.0%     3.3%   4.2%     3.4%   3.9%    8.5    9.5
      Class B-Leased Asset           10.0%   10.4%    9.7%   10.3%   12.8%   13.1%     3.3%   4.7%     3.5%   4.0%    8.3    9.7
      Class A-Value Added             9.4%   10.0%    9.6%   10.2%   12.8%   13.5%     3.5%   4.6%     3.5%   3.9%    7.6    8.9
      Class B-Value Added            10.7%   11.0%   10.5%   11.2%   14.6%   15.3%     3.2%   4.8%     3.3%   3.9%    8.0    8.8
Suburban                              9.3%    9.8%    9.7%   10.1%   12.8%   13.4%     3.2%   4.4%     3.4%   3.7%    8.0    8.8
      Class A-Leased Asset            8.8%    9.5%    9.3%    9.9%   11.2%   11.6%     3.5%   4.4%     3.6%   3.8%    8.9    9.7
      Class B-Leased Asset            9.5%   10.0%    9.8%   10.2%   12.0%   12.5%     3.4%   4.5%     3.4%   3.7%    8.6    9.6
      Class A-Value Added             9.1%    9.7%    9.5%   10.0%   13.4%   14.3%     3.1%   4.6%     3.4%   3.8%    7.2    8.0
      Class B-Value Added             9.7%   10.0%   10.0%   10.5%   14.5%   15.2%     2.9%   4.3%     3.2%   3.6%    7.2    8.0
===================================================================================================================================
INDUSTRIAL
===================================================================================================================================
Warehouse/Distribution                9.5%    9.7%   10.2%   10.5%   11.6%   11.6%     2.6%   4.5%     3.2%   4.0%    9.6   10.2
      Class A-Leased Asset            8.8%    9.2%    9.4%    9.8%   10.9%   11.0%     2.9%   4.0%     3.3%   3.8%    9.8   10.1
      Class B-Leased Asset            9.3%    9.5%   10.0%   10.2%   11.2%   11.2%     2.8%   4.3%     3.2%   3.9%    9.7   10.1
      Class A-Value Added             9.7%    9.9%   10.4%   10.8%   11.9%   11.9%     2.4%   4.8%     3.3%   4.1%    9.5   10.3
      Class B-Value Added            10.1%   10.4%   10.9%   11.3%   12.4%   12.4%     2.4%   4.8%     3.3%   4.1%    9.5   10.3
Business Parks                        9.4%    9.9%   10.0%   10.8%   12.3%   12.9%     3.4%   4.0%     3.2%   3.8%    8.3    9.6
      Class A-Leased Asset            9.0%    9.5%    9.8%   10.5%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Leased Asset            9.3%    9.8%   10.0%   10.8%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class A-Value Added             9.5%   10.2%   10.0%   10.8%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7
      Class B-Value Added             9.7%   10.3%   10.2%   11.0%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7
Other Industrial/Manufacturing        9.2%    9.7%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.8   10.3
      Class A-Leased Asset            8.8%    9.3%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0
      Class B-Leased Asset            9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0
      Class A-Value Added             9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Value Added             9.5%   10.0%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
===================================================================================================================================
RETAIL
===================================================================================================================================
Neighborhood & Community Centers      9.7%   10.2%   10.3%   10.9%   13.0%   13.5%     2.7%   3.9%     3.2%   4.0%    8.7    9.3
      Class A-Leased Asset            9.3%    9.8%   10.0%   10.4%   11.9%   11.9%     2.9%   3.7%     3.4%   3.9%    8.9    9.4
      Class B-Leased Asset            9.5%   10.0%   10.4%   11.1%   12.3%   12.3%     2.3%   3.8%     3.3%   4.2%    9.0    9.6
      Class A-Value Added             9.7%   10.3%   10.1%   10.7%   13.8%   14.6%     2.8%   4.0%     3.1%   3.8%    8.5    9.0
      Class B-Value Added            10.3%   10.8%   10.8%   11.5%   14.2%   15.0%     2.8%   4.0%     3.1%   3.8%    8.5    9.0
Power Center & "Big Box"              9.6%    9.9%   10.0%   10.5%   11.8%   11.9%     2.9%   3.5%     3.2%   3.7%    9.1   10.3
      Class A-Leased Asset            9.4%    9.5%    9.7%   10.1%   11.5%   11.7%     3.3%   3.5%     3.4%   3.7%    9.3   10.1
      Class B-Leased Asset            9.8%   10.1%   10.1%   10.6%   11.0%   11.3%     2.8%   3.7%     3.2%   3.7%    9.3   10.3
      Class A-Value Added             9.6%    9.9%   10.1%   10.6%   12.0%   12.0%     2.8%   3.3%     3.2%   3.7%    9.3   10.3
      Class B-Value Added             9.8%   10.3%   10.1%   10.9%   12.7%   12.7%     2.8%   3.3%     3.2%   3.7%    9.3   10.3
Regional Malls                        9.3%    9.6%    9.5%   10.0%   13.2%   13.6%     2.7%   3.5%     3.5%   3.8%    8.8    8.9
      Class A-Leased Asset            7.9%    8.2%    8.2%    8.6%   11.4%   11.8%     3.0%   3.6%     3.5%   3.8%    9.1    9.6
      Class B-Leased Asset            9.3%    9.6%    9.6%   10.0%   13.4%   13.9%     2.5%   3.4%     3.7%   4.0%    8.6    8.6
      Class A-Value Added             9.3%   99.8%    9.8%   10.3%   13.4%   13.9%     2.6%   3.6%     3.4%   3.8%    9.2    9.2
      Class B-Value Added            10.6%   11.0%   10.6%   11.0%   14.6%   15.0%     2.7%   3.5%     3.3%   3.7%    8.2    8.2
Specialty Retail                      9.5%   10.5%   10.8%   11.5%   12.0%   12.6%     1.9%   4.0%     3.3%   4.0%   10.0   10.5
      Class A-Leased Asset            8.2%    9.0%    8.8%    9.7%   10.7%   11.3%     2.5%   4.0%     3.5%   4.0%    8.7   10.3
      Class B-Leased Asset            9.3%   10.3%   10.8%   11.5%   11.5%   12.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class A-Value Added             9.3%   11.0%   11.3%   12.0%   12.5%  112.0%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class B-Value Added            10.6%   11.8%   12.3%   13.0%   13.5%   13.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
===================================================================================================================================
RESIDENTIAL
===================================================================================================================================
Apartments                            9.0%    9.6%    9.8%   10.4%   11.5%   12.1%     2.7%   4.4%     3.2%   4.0%    8.4    9.3
      Class A-Leased Asset            8.6%    9.2%    9.0%    9.6%   11.2%   11.7%     2.9%   3.9%     3.3%   3.8%    8.4    8.9
      Class B-Leased Asset            8.9%    9.7%    9.7%   10.3%   11.0%   11.8%     2.5%   4.2%     3.1%   4.0%    9.6   10.2
      Class A-Value Added             8.9%    9.4%    9.8%   10.3%   11.6%   12.1%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
      Class B-Value Added             9.5%   10.1%   10.6%   11.3%   12.0%   13.0%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
</TABLE>


16  REAL ESTATE OUTLOOK


                                                                       CUSHMAN &
                                                                  WAKFEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                      Single-Tenant NNN Leased Properties
                                          (Excluded "Bondable" Leases)
                             Minimum No. Going-in  Cap Rate  Internal Rate of Return
                              of Years     Low       High       Low        High
<S>                              <C>       <C>       <C>        <C>        <C>
Investment Grade Tenant  
- ------------------------------------------------------------------------------------
                                  4.0       9.0%      9.0%      10.0%      12.0%
                      --------------------------------------------------------------
                                 10.0       8.0       9.0       10.5       11.5
                      --------------------------------------------------------------
                                  5.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.5       13.0       15.0
                      --------------------------------------------------------------
                                 10.0       8.5       9.0       10.5       12.0
                      --------------------------------------------------------------
                                 10.0       9.5      10.0       10.5       11.5
                      --------------------------------------------------------------
                                 10.0       8.5      11.0       10.8       12.0
                      --------------------------------------------------------------
                                 10.0       9.5       9.5       11.0       11.0
                      --------------------------------------------------------------
                                 20.0       9.0       9.0        N/A        N/A
                      --------------------------------------------------------------
                                 10.0       8.0      10.0        N/A        N/A
- ------------------------------------------------------------------------------------
Responses                        10.0      10.0      10.0        8.0        8.0
Average                           9.9       9.0%      9.8%      11.2%      12.3%
                                
                                
Non-Investment Grade Tenant
- ------------------------------------------------------------------------------------
                                  4.0       9.5       9.5       10.5       13.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.5       12.5
                      --------------------------------------------------------------
                                  5.0      13.0      13.0       15.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.0      12.0       17.0       20.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.0       13.0
                      --------------------------------------------------------------
                                 10.0      11.0      12.0       13.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 20.0      11.0      11.0       N/A        N/A
                      --------------------------------------------------------------
                                 10.0      10.0      12.5       N/A        N/A
                      --------------------------------------------------------------
Responses                         9.0       9.0       9.0        7.0        7.0
Average                           9.9      10.3%     11.2%      13.0%      14.5%
</TABLE>


                                                                     AUTUMN 1996


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
LUXURY                                                                                                          HOTEL - FULL SERVICE
====================================================================================================================================
               8.0%     8.0%     10.0%    10.0%   18.0%    18.0%   25.0%   25.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
               7.0%     7.0%     10.0%    10.0%   15.0%    15.0%   20.0%   20.0%    7.0%    7.0%     4.0%    5.0%     5.0     5.0   
               6.0%     9.5%     10.0%    10.0%   12.0%    15.0%   15.0%   18.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
               8.0%    11.0%      8.5%    12.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0     7.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               -        -        11.0%    13.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
               6.0%     8.0%     10.0%    12.0%   13.0%    14.0%   20.0%   22.0%    5.0%    4.0%     3.0%    4.0%     5.0     5.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   15.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   
Responses      7        7         8        8       8        8       8       8       8       8        8       8        8.0     8.0   
Average (%)    7.5%     9.3%      9.8%    10.9%   14.5%    15.3%   19.5%   20.1%    4.1%    4.3%     3.8%    3.9%     6.5     6.0   
====================================================================================================================================
FIRST CLASS  
====================================================================================================================================
               9.0%     9.0%     11.0%    11.0%   12.0%    12.0%   20.0%   20.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              10.0%    10.0%     10.0%    10.0%    -        -      13.0%   13.0%    3.0%    3.0%     3.0%    3.0%    10.0    10.0   
               9.0%     9.0%     11.0%    11.0%   14.0%    14.0%   13.0%   18.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    20.0%   18.0%   22.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               7.0%     9.0%     10.0%    11.0%   11.5%    12.0%   14.0%   16.0%    4.0%    5.0%     3.0%    4.0%     5.0     5.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               9.0%     9.0%     10.5%    10.5%   21.0%    21.0%   14.0%   14.0%    4.0%    4.0%     3.5%    3.0%     7.0     7.0   
              10.0%    12.0%     11.0%    11.0%    -        -       -       -       3.5%    3.5%     3.0%    3.5%     5.0    10.0   
              10.0%    10.0%      9.0%     9.5%   19.0%    19.0%   15.0%   15.0%    8.0%    8.0%     6.0%    6.0%     -       -     
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   
              10.5%    10.5%     10.5%    10.5%   13.5%    13.5%    -       -       3.5%    3.5%     3.5%    3.5%    10.0    10.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   
Responses     13       13        13       13      11       11      11      11      13      13       13      12       12      12     
Average%       9.3%    10.5%     10.4%    10.9%   15.8%    16.5%   17.3%   17.8%    4.2%    4.3%     3.7%    3.8%     6.6     7.3   
====================================================================================================================================
MID-RATE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              11.0%    11.0%     11.0%    11.0%   13.0%    13.0%   17.0%   17.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    18.0%   17.0%   20.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
Responses      5        5         5        5       5        5       5       5       5       5        5       5        5       5     
Average(%)    10.0%    10.7%     11.0%    11.5%   14.2%    15.2%   18.0%   18.6%    4.2%    4.2%     3.7%    3.7%     6.4     7.0   

           =========================================================================================================================
Total
Responses     25       25        26       26      24       24      24      24      26      26       26      26       25      25     
Weighted
Average (%)    8.9%    10.1%     10.4%    11.1%   14.8%    15.7%   18.3%   18.8%    4.2%    4.3%     3.7%    3.8%     6.5     7.0   
           =========================================================================================================================


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
LUXURY                            HOTEL - FULL SERVICE
======================================================
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    4.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     5.0%  
                      3.0%    2.0%     4.0%     5.0%  
Responses             8       8        8        8     
Average (%)           2.8%    3.3%     4.1%     4.4%  
======================================================
FIRST CLASS         
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     5.0%     4.0%  
                      3.5%    3.5%     4.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  
Responses            13      13       13       13     
Average%              2.8%    3.1%     4.2%     4.3%  
======================================================
MID-RATE                                              
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
Responses             5       5        5        5     
Average(%)            2.9%    3.1%     4.0%     4.0%  
                                                      
           ===========================================
Total                                                 
Responses            26      26       26       26     
Weighted                                              
Average (%)           2.9%    3.2%     4.1%     4.2%  
           ===========================================
</TABLE>
*as percent of total revenues


13 REAL ESTATE OUTLOOK


CUSHMAN &
WAKEFIELD (R)



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
MID-RATE                                                                                                     HOTEL - LIMITED SERVICE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              12.0%    12.0%     12.0%    12.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               8.0%    10.0%     10.0%    10.0%   15.0%    15.0%   14.0%   16.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   15.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   
Responses      6        6         6        6       6        6       6       6       6       6        6       6        6       6     
Average(%)    10.3%    11.5%     11.5%    12.1%   15.7%    16.5%   17.5%   17.8%    3.5%    3.6%     3.7%    3.8%     6.2     6.7   
====================================================================================================================================
ECONOMY
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              13.0%    13.0%     13.0%    13.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               9.0%    11.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
              11.0%    13.0%     14.0%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
               5        5         5        5       5        5       5       5       5       5        5       5        5       5     
              10.8%    11.6%     11.7%    12.2%   13.8%    14.8%   17.0%   17.4%    3.5%    3.5%     3.9%    3.9%     6.4     7.0   
           =========================================================================================================================
Total
Responses     11       11        11       11      11       11      11      11      11      11       11      11       11      11     
Weighted
Average (%)   10.6%    11.6%     11.6%    12.1%   14.7%    15.7%   17.3%   17.6%    3.5%    3.5%     3.8%    3.8%     6.3     6.8   
           =========================================================================================================================


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
MID-RATE                       HOTEL - LIMITED SERVICE
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    4.0%     4.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    3.0%     4.5%     4.5%   
                       4.0%    4.0%     5.0%     5.0%   
Responses              6       6        6        6      
Average(%)             3.3%    3.5%     4.3%     4.4%   
======================================================
ECONOMY                                                 
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    5.0%     5.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   
                       5       5        5        5      
                       3.4%    3.6%     4.3%     4.3%   

           ===========================================
Total                                                   
Responses             11      11       11       11      
                                                        
Weighted                                                
Average (%)            3.4%    3.6%     4.3%     4.4%   
           ===========================================
</TABLE>

*as percent of total revenues



                                                                     AUTUMN 1996

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


<PAGE>


                                                     QUALIFICATIONS OF APPRAISER
================================================================================
                                                             James W. Myers, MAI

Cushman & Wakefield - Senior Director
March 1994 to Present

Professional Affiliations

        Member of the Appraisal Institute (MAI Designation No. 09296)
        Certified Real Estate Appraiser - (ID# AGO02662)

Real Estate Experience

     Cushman & Wakefield - Director
     May 1992 - April 1994

     Cushman & Wakefield - Associate Director
     January 1989 - May 1992

     Cushman & Wakefield - Appraiser October 1986 to January 1989. Property
     types appraised include office, retail, and industrial developments,
     hotels, residential income, and special purpose properties.

     Donahue and Company, Inc. - Newport Beach - Appraiser January, 1985 - 1986.
     Appraiser emphasis on eminent domain litigation, special purpose and
     problem properties, easement valuation, and full and partial property
     damages.

     Experience includes appraisal of the following types of property:

     Office Buildings                            Medical Buildings
     Apartment Buildings                         Residential Subdivisions
     Shopping Centers                            Vacant Land
     Hotels                                      Industrial Warehouses
     Department Stores                           Industrial Parks
     Auto Sales Facilities                       Condominium Complexes
     Multi-Use Buildings

     Primary area of specialization has been major office buildings throughout
     southern California, with particular emphasis on appraising office
     buildings located along the Wilshire Boulevard corridor, extending from
     downtown Los Angeles to West Los Angeles.

Education

        Bachelor of Arts (English Literature), 1975
        Kenyon College, Gambier, Ohio

        American Institute of Real Estate Appraisers Courses:
                Real Estate Appraisal Principles
                Basic Valuation Procedures
                Capitalization Theory and Techniques, Parts A & B
                Standards of Professional Practice
                Valuation Analysis and Report Writing
                Case Studies in Real Estate Valuation


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                     QUALIFICATIONS OF APPRAISER
================================================================================
                                                                   Miles Loo, Jr

Professional Affiliations

     State of California Provisional Real Estate Appraiser (ID #AP 023313)
     Associate Member of the Appraisal Institute (ID# M950226)
     State of California Real Estate Broker License (ID #01115873)


Real Estate Experience

     Associate Real Estate Appraiser - Cushman & Wakefield of California, Inc.,
     Los Angeles Valuation Advisory Services
     May 1995 to Present

     Real Estate Broker - Good Land Realty Corporation, Los Angeles
     August 1991 to Present

     Experience includes appraisal of the following types of property:

     Office Buildings                            Medical Buildings
     Regional Shopping Centers                   Commercial Land
     Neighborhood Shopping Centers               Subdivision Lots
     Specialty Retail Centers                    Special Purpose


Education

     California State University of Los Angeles, Los Angeles, CA
     Bachelor of Science, Business Administration 1995
     Emphasis in Business Arts / Pre-Legal

     University Programs, Inc., Oxnard, CA
     Certificate for Real Estate Broker License 1994
     Certificate for Real Estate Appraisal License 1993

     Glendale Community College, Glendale, CA
     Associate Arts Degree 1991
     Graduated with a Business Curriculum

     Real Estate Courses:
         Real Estate Appraisal I                 Real Estate Finance
         Real Estate Appraisal II                Real Estate Law
         Real Estate Escrow                      Real Estate Principles

     Appraisal Institute Courses:
         1-310 - Basic Income Capitalization
         1-410 - Standards of Professional Practice, Part A
         1-420 - Standards of Professional Practice, Part B
         1-510 - Advanced Income Capitalization


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------






This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>


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

               COMPLETE APPRAISAL
               OF REAL PROPERTY

               City Center Square
               1100 Main Street
               Kansas City, Jackson County, Missouri


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

               IN A SUMMARY REPORT

               As of July 31,1996


               Prepared For

               GMAC Commercial Mortgage Corporation
               650 Dresher Road
               P.O. Box 1015
               Horsham, PA 19044-8015


               Prepared By:

               Cushman & Wakefield, Inc.
               Valuation Advisory Services
               51 West 52nd Street, 9th Floor
               New York, NY 10019


<PAGE>






August 2, 1996

Mr. Dan Kesich
GMAC Commercial Mortgage Corporation
650 Dresher Road
P.O. Box 1015
Horsham, PA 19044-8015

RE: Appraisal of Real Property
    City Center Square
    1100 Main Street
    Kansas City, Jackson County, Missouri

Dear Mr. Kesich:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our summary report estimating
the market value of the leased fee estate in the referenced property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by David F. McArdle. The report was prepared by
David F. McArdle and Travis W. Walsh, MAI, CRE.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
31, 1996 was:

                           THIRTY SIX MILLION DOLLARS
                                   $36,000,000


<PAGE>

Mr. Dan Kesich.
GMAC Commercial
Mortgage Corporation                 Page 2                       August 2, 1996

     The preceding estimate of market value are based upon a forecasted
marketing period of approximately 12 months, which we believe (through a review
of recent office building sale activity, as well as with conversations with
local office/investment brokers) is reasonably representative for this product
type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD, INC.


David F. McArdle
Director
Valuation Advisory Services


Travis W. Walsh, MAI, CRE
Director
Valuation Advisory Services



DFM:TWW:sjr

<PAGE>
                                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================


Property Name:                    City Center Square

Location:                         The subject property occupies an entire city
                                  block in downtown Kansas City, Missouri with
                                  primary frontage along Main Street and
                                  Baltimore Avenue.  The street address is 1100
                                  Main Street, Kansas City, Jackson County,
                                  Missouri.
Jackson County Assessors
      Tax I.D. No.:               29-220-47-03

Interest Appraised:               Leased fee estate

Date of Value:                    July 31, 1996

Date of Inspection:               July 31, 1996

Ownership:                        WHC - Six Real Estate Limited Partnership

Land Area:                        1.56 acres or 68,088 square feet

1996 Property Assessment
      Land:                       $ 5,106,525
      Building:                   $18,893,475
                                  -----------
       Total:                     $24,000,000

1996 Estimated Ad Valorem Taxes:  $595,968

Zoning:                           C-4, Commercial

Highest and Best Use
      If Vacant:                  Commercial development, such as a single-
                                  tenant or multi-tenant office building;
                                  however, current market conditions are not
                                  conducive to speculative, multi-tenant office
                                  development at the present time, thus a
                                  holding period would be required before
                                  development of this type would likely occur.

      As Improved:                As developed, with a multi-tenant, office
                                  building.

Improvements
      Type:                       A 30-story, Class B+ office building of
                                  concrete frame, with grade level retail uses,
                                  plus a two level underground parking garage
                                  and related site improvements. The exterior of
                                  the building is finished with concrete panels
                                  and smoked glass.


<PAGE>
                                    Summary of Salient Facts and Conclusions
================================================================================

Year Built:                       1978

     Size
       Gross Building Area:       633,179+/- square feet
       Net Rentable Office Area:  607,497+/- square feet
     Common Area Factor:          15+/- percent
     Condition:                   Good

 Operating Data and Forecasts
     Current Occupancy:           89+/-%
     Forecasted First Year
       Occupancy (Calendar
       Year 1997):                92+/-%
     Forecasted Average
       Occupancy:                 92+/-%

     Average Annual Rental Rate
       Actual:                    $12.27 per square foot
       Forecasted
          Multi-Tenant Space:     $14.00 per square foot
          Large Block Space:      $14.00 per square foot
     Operating Expenses
       Last Full Year (1995):     $5.12 per net rentable square foot
       Budget (1996):             $4.99 per net rentable square foot
       Forecasted (1996):         $5.23 per net rentable square foot

 Value Indicators
     Sales Comparison Approach:   $35,000,000 ($57.57 per square foot of net
                                  rentable area)
     Income Approach:             $36,000,000 ($59.26 per square foot of net
                                  rentable area)

 Discounted Cash Flow Assumptions
     Market Rental Growth Rate
       1996:                      $14.00 per square foot or 3%
       1997:                      $14.42 per square foot or 3%
       1998:                      $14.85 per square foot or 3%
       1999:                      $15.29 per square foot or 3%
       Thereafter:                3%

     Expense Growth Rates         3%
       Utilities:                 3%
       All others:                3%
     Credit Loss Allowance:       5%
     Projected Term of
       Future Leases:             5 years
     Vacancy Between Tenants:     2 months
     Renewal Probability:         50%


<PAGE>
                                   Summary of Salient Facts and Conclusions
================================================================================


     Tenant Improvements
       New Tenants:               $12.00 per square foot
       Renewal Tenants:           $6.00 per square foot
     Terminal Capitalization
       Rate:                      10.5%
     Cost of Sale at Reversion:   4.0%
     Discount Rate:               12.5%
     Implicit Year 1 Overall
       Capitalization Rate:       10.9%

Value Conclusion
     As Is Value Estimate:        $36,000,000

Resulting Indicators
     Going-in Capitalization Rate
       (Overall Capitalization
       Rate):                     10.9%

     Price Per Square Foot
       (Net Rentable Area):       $59.26

Estimated Marketing Time:         6 to 9 months

Special Assumption:

     1.   We were provided documentation stating the gross building and net
          rentable areas of the building. However, building plans were not
          provided. Our estimates of the gross building and net rentable areas
          were obtained from a representative of ownership. Any deviation from
          these building areas could impact the value conclusions contained
          herein.


<PAGE>


                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================







                       [PHOTO -- STREET VIEW OF BUILDING]


            View of the main entrance along Main Street facing west.












                       [PHOTO -- STREET VIEW OF BUILDING]


            View of the entrance along Baltimore Avenue facing east.







<PAGE>
                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================







                 [PHOTO -- STREET VIEW OF BUILDING, DOWN STREET]


                       View of frontage along 11th Street.












                 [PHOTO -- STREET VIEW OF BUILDING, DOWN STREET]


                       View of frontage along 12th Street.







<PAGE>
                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================







                 [PHOTO -- STREET VIEW OF BUILDING, DOWN STREET]


                          View south along Main Street.












                 [PHOTO -- STREET VIEW OF BUILDING, DOWN STREET]


                       View north along Baltimore Avenue.







<PAGE>
                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================







                            [PHOTO -- INTERIOR VIEW]


                    Interior view of first floor food court.












                            [PHOTO -- INTERIOR VIEW]


                  Interior view of second floor tenant spaces.







<PAGE>
                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================







                     [PHOTO -- INTERIOR VIEW, OFFICE SPACE]


                        Sample view of office interiors.












                     [PHOTO -- INTERIOR VIEW, OFFICE SPACE]


                        Sample view of office interiors.







<PAGE>
                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ..............................................................    1
  Identification of Property ..............................................    1
  Property Ownership and Recent History ...................................    1
  Purpose and Function of the Appraisal ...................................    1
  Extent of the Appraisal Process .........................................    1
  Date of Value and Property Inspection ...................................    2
  Property Rights Appraised ...............................................    2
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .....    2
  Legal Description .......................................................    3

REGIONAL ANALYSIS .........................................................    4

NEIGHBORHOOD ANALYSIS .....................................................    9

OFFICE MARKET ANALYSIS ....................................................   11

PROPERTY DESCRIPTION ......................................................   12
   Site Description .......................................................   12
   Improvements Description ...............................................   12

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   14

ZONING ....................................................................   15

HIGHEST AND BEST USE ......................................................   16

VALUATION PROCESS .........................................................   17

SALES COMPARISON APPROACH .................................................   19

INCOME APPROACH ...........................................................   23

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   33

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   35

CERTIFICATION OF APPRAISAL ................................................   37

ADDENDA ...................................................................   38


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

Identification of Property

     The subject property, which is known as City Center Square, is a
thirty-story, Class B+ concrete and glass office building containing
approximately 607,947+/- square feet of net rentable area. The building is
situated on a 1.56 acre tract of land that occupies an entire city block
fronting Main Street, Baltimore Avenue, 11th Street and 12th Street in downtown
Kansas City. The common address is 1100 Main Street, Kansas City, Jackson
County, Missouri. The building was constructed in 1978 and is 89.4 percent
occupied by 73 tenants as of the appraisal date.

Property Ownership and Recent History

     Ownership to the property is currently vested in WHC - Six Real Estate
Limited Partnership. To the best of our knowledge, the property is not currently
being offered for sale, nor have there been any subsequent ownership transfers.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and site improvements and a
          representative sample of tenant spaces with Nick Claussen, a building
          engineer and Patricia J. Nelson, property manager,

     o    Reviewed the leasing policy, tenant build-out allowances and history
          of recent rental rates and occupancy with the property manager;

     o    Reviewed a detailed history of the income and expenses and a budget
          forecast for 1996, including the budget for planned capital
          expenditures and repairs;

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          on-site managers and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.


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

Date of Value and Property Inspection

     The date of value is July 31, 1996, with our date of our last inspection
being the same.

Property Rights Appraised

     We valued the leased fee estate, which in a legal conveyance through sale
represent the fee simple title, subject to the existing encumbrances, i.e., the
tenant leases, etc., in the improvements and corresponding land area.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

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

          1.   Buyer and seller are typically motivated;

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

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

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

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

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions six to nine months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:


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

                                       -2-

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

     Fee Simple Estate

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

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     The property, which contains 1.56 acres of land, is described by the
Jackson County assessors office as parcel no. 29-220-47-03. A metes and bounds
description was not provided and has not been included within this report.


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

                                       -3-

<PAGE>






               [MULTI-STATE MAP OF THE INTERIOR U.S. SHOWING THE
                        LOCATION OF THE SUBJECT PROPERTY
          LOCATED IN KANSAS CITY IN RELATION TO MAJOR REGIONAL CITIES,
                      HIGHWAYS, STATE CAPITOLS AND RIVERS]

                         [MAP (c) 1993 DeLorme Mapping]










<PAGE>
                                                          REGIONAL ANALYSIS
================================================================================

Introduction

     The market value of real property is influenced by the economic, political,
physical and social characteristics of the overall economic region of which it
is a part. Following is an overview of the Kansas City region focusing on some
of its more important characteristics.

Definition of the Region

o    Kansas City is located along the state boundary of Kansas and Missouri, at
     the junction of the Missouri and Kansas Rivers. The Kansas City
     Metropolitan Statistical Area consists of eleven counties. Clay, Platte,
     Ray and Clinton Counties are all located north of the Missouri River while
     Jackson, Cass and Lafayette counties are south of the river on the Missouri
     side of the state line. Leavenworth, Wyandotte, Johnson and Miami Counties
     are all located in the State of Kansas.

o    The subject property is located in the heart of downtown Kansas City,
     Jackson County, Missouri.

o    Kansas City is the most centrally located city of any major U.S. city, and
     is within 250 miles of the geographic and population centers of the United
     States. The subject is located in the center of Kansas City's Central
     Business District.

Population

o    The Kansas City MSA had a 1990 census of 1,566,280 and is ranked as the
     25th largest U.S. city based on this figure. There was a 9.30 percent
     increase in population from 1980 to 1990. The metropolitan area is ranked
     125th in growth based on this change in population. Clinton County was
     added to the MSA in 1993, and is therefore not included in these figures.
     The 1990 census including Clinton County was 1,582,875. The subject
     property is located in the Jackson County portion of the Kansas City MSA.
     The 1995 population count for Jackson County was 635,300. This is an
     increase of 1,906 residents or .3 percent from the 1990 population of
     633,394.

o    Jackson, Johnson and Clay Counties form the central core of the
     metropolitan area. Population trends in the Kansas City Area are typical of
     an expanding metropolitan area. As the development density of the central
     core increases and the relative affordability decreases, the population
     migrates to the outlying areas. The population shift from the city to the
     suburban areas is common among most major cities located throughout the
     Great Lakes and Midwestern regions, and is expected to continue into the
     foreseeable future.

Income

     In 1994, out of 317 cities, the Kansas City MSA was ranked 59th for median
household effective buying income (EBI). EBI, also known as disposable personal
income, is personal income less personal taxes and non-tax payments. The
declines in median household EBI in 1985 and 1988 are the result of changes in
calculation and definition of EBI by Sales and Marketing Management. In each
case there was an average of 11.0 to 12.0 percent reduction in total EBI.



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

                                       -4-


<PAGE>
                                                           Regional Analysis
================================================================================

Employment

o    The historical long-term trend for Kansas City employment is that the
     increase in the number of jobs has come from the expansion of the service
     sector, while the number of manufacturing jobs has remained relatively
     constant. The number of service producing jobs has increased 30.8 percent
     since 1983, following a decline during the recessionary period between 1979
     and 1982. Total employment has increased 24.3 percent over the same time
     period.

o    The unemployment rate for the Kansas City MSA in early 1996 was 3.4 percent
     as compared to 4.6 percent for the same period in 1995. The unemployment
     rate was at 5.2 percent in 1994, compared to 5.4 percent in 1993 and 5.0
     percent in 1992.

Major Employers

o    Government is the largest employer in the Kansas City Metropolitan Area,
     followed by the health care industry, which employs approximately 52,000
     workers. Other significant industries in the area include agribusiness and
     food, telecommunications, banking and finance, engineering, transportation
     and manufacturing. Eight organizations recently reported employing over
     5,000 workers each. These organizations are: AT&T, the federal government,
     Hallmark Cards, Inc., Health Midwest, Kansas City Southern Industries,
     Sprint, Transworld Airlines and the University of Kansas Medical Center.

Transportation

o    Kansas City's extensive highway network is considered a significant asset.
     The city is located at the junction of three interstate highways
     (Interstates 29, 35 and 70) which are interconnected by four interstate
     linkages (Interstates 435, 470, 670 and 635). Interstate 35 is a
     north-south travel route providing Kansas City with direct access to
     Wichita, Kansas to the south and Des Moines, Iowa to the north. Interstate
     29 originates in Kansas City and stems northward providing direct access to
     Omaha, Nebraska. Interstate 70 is the area's primary east-west travel route
     and provides direct access to St. Louis, Missouri to the east and Topeka,
     Kansas to the west. In addition, eight federal highways and forty-nine
     state roads round out the efficient highway system which has contributed to
     Kansas City's rank among the top ten trucking centers in the United States.
     The metropolitan area is served by 313 motor freight carriers, several of
     which are headquartered in Kansas City.

o    The Kansas City Area Transportation Authority provides the largest public
     transportation system in the metropolitan area. Land based shuttle bus
     service is available to residents of the subject property. In addition,
     Kansas City is currently reviewing the possibility of a light rail system,
     which would link the central business district with major residential and
     business centers throughout the metropolitan area.

o    The Kansas City Metropolitan Area is the second leading rail center in the
     nation, based on the number of rail car movements. Kansas City has
     approximately 300 freight movements and six Amtrak movements per day.
     Overall, there are eleven on-line railroads which provide daily service to
     the Kansas City Area. Due to its spacious railroad and intermodal system,
     which provides efficient interchange services between main line rail
     carriers, Kansas City enjoys the nation's most flexible storage and transit
     combinations.


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

                                       -5-


<PAGE>
                                                           Regional Analysis
================================================================================

o    Due to Kansas City's location at the confluence of the Missouri and Kansas
     Rivers, river barge traffic offers an affordable alternative in
     transporting goods. The Kansas City Metropolitan Area has eight grain and
     bulk terminals and two full service terminals with high capacity cranes to
     handle a wide range of cargo loads. Currently, the area is served by six
     regulated barge lines and containerized shipping continues to expand.

o    The Kansas City International Airport (KCI), which opened in 1972,
     established Kansas City as a center of the nation's transportation network,
     but the unique passenger friendly design is inefficient for today's airline
     hub operation market. In addition, the airport has suffered from
     unprofitable companies selecting the city for hub operations subsequent to
     deregulation. Today, the airport does not serve as a hub for any airlines.
     Southwest Airlines leads the way with 22.71 market share. A total of
     sixteen passenger airlines serve KCI with more than 230 flights daily. In
     addition to KCI, the Kansas City Metropolitan Area has 21 public and 73
     private general aviation airports.


Economic Development

o    From 1983 to 1994, there was a 196.44 percent increase in total retail
     sales and a 60.96 percent increase in retail sales per household in the
     Kansas City MSA. In 1994, the Kansas City MSA's retail sales per household
     figure was $25,359. From 317 United States cities surveyed, the metro area
     was ranked 29th in total retail sales.

o    Of the total retail sales for the Kansas City MSA in 1994, 31.97 percent
     occurred in Johnson County.

o    Retail sales in Johnson increased 130 percent from 1984 to 1994. This
     compares to 19.0 percent, 30.0 percent, 100.0 percent, 207 percent and 94.0
     percent increases for Wyandotte, Jackson, Cass, Platte and Clay counties,
     respectively. Total retail sales for Jackson County in 1994 were
     $6,171,171.


Culture/Recreation/Education/Health

Community services found in the Kansas City Metropolitan Area consist of
approximately 50 hospitals and 234 nursing homes. The city is also served with
59 public libraries and several university libraries. Kansas City is also home
to the Linda Hall Library of Science and Technology, the largest privately
endowed scientific and technological library in the country. Cultural and social
activities in the Kansas City Area include the American Royal Museum, the NCAA
Visitors Center, the Woodlands Race Track and Worlds of Fun and Oceans of Fun.
Kansas City is also home to a professional football team and a professional
baseball team, both of which host local events in side-by-side baseball and
football stadiums referred to as the Truman Sports Complex. In addition, three
riverboat gambling casinos have opened along the Missouri River. Other
recreational amenities include 57 private and public golf courses, 109 tennis
facilities, 22 country clubs, 600 parks, 24 public lakes, 20 art galleries and
more than 40 museums.








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

                                       -6-


<PAGE>
                                                           Regional Analysis
================================================================================

Conclusion

o    Although the Kansas City Metropolitan Area will continue to be subject to
     national economic trends and conditions, the diversity of the local economy
     will insulate the area from volatile economic shifts.

o    The continuation of the Kansas City Metropolitan Area's healthy business
     climate, as well as its economic stability, should ensure a favorable
     environment for real estate development and investment over the long-term.

















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

                                       -7-

<PAGE>

             [NEIGHBORHOOD/STREET MAP OF THE LOCAL AREA SHOWING THE
                        LOCATION OF THE SUBJECT PROPERTY
              IN RELATION TO STREETS, MAJOR HIGHWAYS AND RAILROADS]

                         [MAP (c) 1993 DeLorme Mapping]











<PAGE>
                                                     NEIGHBORHOOD ANALYSIS
================================================================================

     The subject property is located in the heart of the Central Business
District (CBD) of Kansas City, Missouri. The CBD is located just north of the
convergence of the Missouri River and the Kansas River. This intersection of
waterways also serves as the state line which divides Missouri and Kansas. As
such, the subject property is only 13 blocks from the Kansas state border.

     A majority of the subjects' neighborhood is developed with midrise and
highrise office buildings. The subject is across the street from the AT&T Town
Pavillion, a 30-story tower, and is one block north of One Kansas City Place a
42-story tower. Together with the subject these two towers mark the center of
the CBD and the area generally recognized as the center of downtown Kansas City.

     The subject neighborhood is fully developed with some new construction
taking place. In the second quarter of 1996, Investors Fiduciary Trust Company
broke ground on their new 150,000 square foot headquarters building. It is
anticipated that IFTC will occupy the entire building upon completion in June,
1997. Additionally, Unitog announced their intention to begin construction of a
new 75,000 square foot headquarters building in the spring of 1997. The
Fashionbilt Building (approximately 70,000 square feet) opened in the first
quarter of 1996, and is now approximately 50% leased. Broadway Square II
(approximately 90,000 square feet) is scheduled to open in the third quarter of
1996 and has approximately 25,000 square feet of remaining vacant space. Gateway
2000 is currently relocating from the Town Pavilion into their new 200,000
square foot structure in the West Bottoms. The New York Life Building
(approximately 200,000 square feet) is scheduled to open in the third quarter of
1996 and is anticipated to be fully leased when it opens. No new projects have
been announced or are anticipated to begin through the remainder of 1996. The
remainder of the neighborhood is comprised of a dense concentration of Class B
and Class C office products with a moderate amount of retail uses occupying
grade level space.

     Access to the neighborhood is excellent. Interstate highway 70, 71 and 35
intersect in the downtown areas. The city also benefits from an outer beltway
identified as Interstate 435 which serves the outlying areas of Missouri and
Kansas.

     Locally, the CBD is served by three bridges which span the Missouri River
just to the north. The downtown CBD is developed with one directional roadways
in a grid pattern which easily connect to the Interstate highway system.

     The Kansas City CBD is presently going through a healthy state of slow
economic growth. As the city and country emerge from the recession of the early
1990's, absorption of office space in Kansas City rose rapidly and appears to
now have reached a point of stability. The CBD is home to many financial
institutions, and law firms.

     Like most Midwestern cities, the Kansas City CBD is essentially a 9 to 5
city, populated on a daily basis by its Workforce who reside in the outlying
bedroom communities of Missouri and Kansas.



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

                                       -9-

<PAGE>
                                                      Neighborhood Analysis
================================================================================

     In conclusion, the neighborhood surrounding the subject property which is
known as the downtown submarket has experienced a dramatic resurgence with the
rising occupancy rates since 1993. Occupancy rates from the Downtown Submarket
as of 1995 for Class A, B, C, and D buildings was 12.23 percent versus 15.86%
for the year prior. We anticipate continued strong occupancy rates into the
foreseeable future.
















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

                                      -l0-




<PAGE>
                                         CITY CENTER  OFFICE  MARKET ANALYSIS
================================================================================

     The Class A Office Market is comprised of 14 structures built between 1971
and 1996 with a total inventory of 5,351,000+/- square feet. Of this total
availabilities amount to 510,015+/- square feet indicating a vacancy rate of
9.53 percent. This includes 200,000 square feet of space offered on a sublet
basis by Gateway 2000. It is noted that the terms of this sublease is 7+/-
years and that the space is not easily. subdividable. Class A rents range
between $16.00 and $22.00 per square foot.

     The Class B Office Market is comprised of 44 structures and encompasses a
total of 6,259,601+/- square feet. At present, there are total availabilities
of 1,239,613+/- square feet indicating a vacancy rate of 19.8 percent.

     The Class B buildings include structures built between 1900+/- and 1989
with rentable areas ranging between 15,000+/- square feet to 600,000+/- square
feet located throughout this downtown area. It is noted that many of these
structures are significantly inferior to the subject are not considered to be
competitive properties. The most competitive properties include Boatmen's
Center, a 290,000+/- square foot property built in 1968, the Centennial
Building, a 162,400+/- square feet property built in 1951 and Commerce Tower, a
400,000+/- square feet built in 1964. These properties provide the following
indications of rental activity.

<TABLE>
<CAPTION>
====================================================================================================================================
       Location           Size (SF)      Floors     SF Available       Current Rentals                Comments
====================================================================================================================================
<S>                        <C>             <C>         <C>                   <C>               <C>
Boatmen's Center           290,000         20          50,000                $13.50            Current rentals of
920 Main Street                                                                                approximately $13.50
                                                                                               with expense stop and
                                                                                               $10 - $12 T.I.
- ------------------------------------------------------------------------------------------------------------------------------------
Centennial Building        162,400          4            --             $12.00 - $13.00        Most recent leases
210 W. 1Oth Street                                                                             reflect $12 - $13 rent
                                                                                               with minimal T.I.
- ------------------------------------------------------------------------------------------------------------------------------------
Commerce Tower             400,000         30          18,500           $12.00 - $14.00        Current activity reflects
911 Main Street                                                                                rents of $12 - $14 with
                                                                                               expense stop and $8 -
                                                                                               $10 in T.I.
====================================================================================================================================
</TABLE>

     The subject property is well positioned in a prime CBD location. This
location and the renovation of the space within the property has contributed to
an improved position in the market. The primary drawbacks of the subject are
limited on site parking in relation to the competition and its age, even though
it remains in good condition. Considering the above, the property is classified
as a B+ property in that it is superior to the B properties but inferior to the
A properties, most of which are less than 10 years old.

     The market is improving as illustrated by the declining vacancy rate, 21.1
percent in 1994, 14.6 percent in 1995 and 14.4 percent in 1996 and effective
rental rates which have been increasing.

     In conclusion, the subject is well positioned to compete with the Class B
market due to its condition and location and with the Class A market due to more
attractive rentals. The subject should continue to achieve a strong market share
into the foreseeable future.






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

                                      -11-


<PAGE>
                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site comprises an entire city block in the downtown CBD of
Kansas City, Missouri. The common street address is 1100 Main Street, Kansas
City, Missouri. The site contains 1.56 acres or 68,088 square feet of land area.
The topography slopes upward slightly from east to west. We have assumed that
the soil's load-bearing capacity is sufficient to support the existing
structures. All essential utilities including electricity, water, sewer, and
telephone are currently serving the site.

     Site dimensions are as follows:

          267.79 feet along Main Street                   (east side)

          267.00 feet along Baltimore Avenue              (west side)

          254.79 feet along 11th Street                   (north side)

          254.47 feet along 12th Street                   (south side)

     According to Community Panel No. 290173 0090 B, effective August 5, 1986,
the subject property appears to be situated in Zone C, an area designated as
being outside of the floodplain.


Improvements Description

     The City Center Square building consists of a thirty story office tower
containing 633,179+/- gross square feet and two subteranium levels of
underground parking containing 325 spaces. Floors range in size from 20,550
square feet to 26,915 square feet. The total net area equates to 607,947+/-
square feet. The property was constructed in 1978.

     Construction is a typical commercial structure with a precast concrete
panel construction and oversized insulated windows. The property was designed by
the architectural firm of Skidmore, Owings and Merrill.

     There is a four-story atrium lobby. Newly reconstructed common areas and
public spaces include a first floor food court. Finishes include granite, brass
and mahogany.

     Heating, ventilation and air conditioning are controlled by an electric
variable air volume distribution system. Heating is supplied via a perimeter
baseboard system while cooling is produced from three chiller units.

     Two banks of elevators containing six elevators per bank service the upper
floors. Two shuttle elevators provide service to the parking garage. One freight
elevator exclusively services the two loading docks.

     The property manager reports that the building is fully ADA compliant with
a complete sprinkler system, audio and video strobe fire alarm system and
back-up generators. A 24 hour security staff equipped with 42 high tech monitors
man the building. Key card access allows entry into the building during off
hours.

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

                                      -12-


<PAGE>
                                                       Property Description
================================================================================

     The first floors of the property were recently redesigned to eliminate
unsuccessful retail space on floors 2,3, and 4. Escalators were recently
reconfigured to now service the first and second floors only. The first floor
now contains retail space mainly consisting of fast food restaurants. The second
floor contains service oriented tenants involved in banking, travel, personnel
and postal services.

     The previously mentioned parking garage contains 325 spaces which equates
to roughly one half space per 1000 square feet of building area. Within the
Kansas City downtown office submarket, competitive properties typically provide
1 to 1.5 spaces per 1000 square feet. Our discussions with the property manager
confirmed the fact that the subject property contains substandard on-site
parking, a problem which continues to remain problematic for the subject
property.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in very good condition. No evidence of structural damage was
observed on our inspection of the improvements. Further, we are not aware of any
major items of deferred maintenance. The only significant capital expenditure
required over the short term is the replacement of one of three air conditioning
chiller units. Because the freon refrigerant needed to fuel the system is no
longer manufactured, the cost of this product is presently very expensive while
it lasts on the market. Management has indicated that a plan to replace one
chiller at a cost of $330,000 is in place. This same plan suggests that within 5
to 7 years of the initial replacement, a second chiller must be replaced at a
similar cost (plus inflation). Aside from normal tenant build-outs, and routine
Maintenance, this appears to be the only area requiring a substantial capital
expenditure.





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

                                      -13-


<PAGE>
                                       REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is under the taxing jurisdictions of the Kansas City
and Jackson County. Taxes are levied against all real property in this locale
for the purpose of providing funding for the various municipalities. The amount
of ad valorem taxes is determined by the current assessed value for the property
in conjunction with the total combined tax rates of the taxing jurisdiction.

Tax Rates

     The 1996 effective combined tax rate for the subject property is $7.76 per
$100 of assessed value.

Tax Assessment

     The Jackson County Assessors office establishes the assessed value on real
property for taxing jurisdictions. By state law, the appraisal district is
required to re-evaluate all real property every two years. The subject
property's parcel identification number is 29-220-47-03. Following is the
subject's total current assessment.

          =============================================================
                        1996 Property Assessment Summary
          =============================================================
                                    Full Value    Taxable Value
          =============================================================
          Land                     $ 5,106,525       $1,634,088
          Building                 $18,893,475       $6,045,912
          -------------------------------------------------------------
          Total                    $24,000,000       $7,680,000
          =============================================================

     The subject's aggregate assessment remained unchanged from 1993 to 1996.
The market value for the subject, as concluded in this report is $36,000,000 and
thus, the subject appears to be fairly assessed. The commercial appraisal
division of the City Assessors Office indicated that a change of assessment in
1997 was unlikely for the subject property.

Ad Valorem Tax Conclusions

     Applying the aggregate 1996 taxable assessment for the subject, to the
total estimated 1996 tax rate results in a combined tax burden of $595,968, as
follows:

          =============================================================
                            1996 Estimated Tax Burden
          =============================================================
           $7,680,000    x     $7.76      +      100    =    $595,968
          =============================================================

     As previously stated, taking into consideration future tax rate increases
and the potential for increases in the assessed value of the subject, we have
projected that taxes for the subject property after 1996 will increase at 3
percent annually.



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

                                      -14-

<PAGE>
                                                                    ZONING
================================================================================
 
     The subject property is zoned C-4, Commercial under the Zoning Code of the
City of Kansas City. The C-4 District was established to provide for
professional and organization office needs. This classification primarily
permits office uses, with some limited retail uses allowed. No industrial or
residential uses are allowed.

     This zoning classification does not require any off street parking. We were
provided an estimate of 325 total parking spaces; based upon our physical
inspection and upon conversations with the City of Kansas City, the property
appears to be in compliance with the current parking requirements despite the
fact that it contains less parking than several of the competitive buildings in
the downtown office market. We are not experts in the interpretation of complex
zoning ordinances but the property appears to be a conforming use based on our
review of public information. However, the determination of compliance is beyond
the scope of a real estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.








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

                                      -15-


<PAGE>
                                                      HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing office zoning and the
surrounding development (which consists of a relatively equal mixture of office,
retail, industrial, and vacant land), some type of commercial use would be most
compatible with surrounding development. Further, as discussed in the Office
Market Analysis section of this report, the entire Kansas City downtown office
submarket has continued its recovery with a Year-End 1995 occupancy level of
approximately 88 percent. Rental rates for Class A space ranges from $16.00 to
$22.00 per square foot while Class B space ranges from $8.50 to $15.00 per
square foot. Further, the office market, for Class A and Class B product, is
maintaining an average occupancy rate of 85 percent. Therefore, it is our
opinion the highest and best use of the site is for some type of office
development.

Highest and Best Use, As Improved

     As noted in the Property Description section of this report, the subject
site is improved with a thirty-story, 633,179 square foot (GBA) office building
and related site improvements. Constructed in 1976, the project is in very good
condition. Further, the design and layout are considered to be very functional
for its current use.

     The office submarket in which the subject competes is stable with
increasing occupancy levels and rental rates, as will be supported by the data
and analysis presented in the balance of this report. Therefore, it is our
opinion that the subject property, as improved, is capable of providing an
adequate return to the land over the foreseeable future. This conclusion is
supported by the data and analysis presented in the balance of this report. For
these reasons, it is our opinion that the highest and best use of this site, as
improved, is for continued use as a high-rise office building.





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

                                      -16-


<PAGE>
                                                         VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Cost Approach, the Sales Comparison
Approach, and the Income Approach to develop market value estimates for the
subject properties. Because this is a summary report, the level of detail of
presentation is less than that found in a self-contained report.

The Cost Approach, was eliminated for the following reasons:

o    Relevant land sales are a necessary component of the cost approach. Over
     the last several years there has been a dearth of comparable land sales in
     the downtown market.

o    The Cost Approach is a more effective method of valuation for newer
     properties where depreciation is less significant. As this property was
     erected in 1976, estimates of depreciation are very subjective, thus
     weakening the value conclusion.

o    Market participants typically do not analyze properties like the subject on
     a cost/value basis.

In the Sales Comparison Approach, we performed the following steps:

o    Investigated the market for recent sales of similar industrial properties.

o    Analyzed those sales on the basis of the sales price per square foot; and

o    Correlated the value indications into a point value estimate from within
     the range.

In developing the Income Approach we:

o    Studied the rents in effect in this and competing properties to estimate
     the potential rental income at market levels;

o    Studied the recent history of operating expenses at this and competing
     properties to estimate an appropriate level of expenses and reserves for
     replacement;

o    Estimated net operating income and cash flow by subtracting the operating,
     fixed, and other expenses from the effective gross income; and

o    Prepared a discounted cash flow analysis in which the cash flow and
     property value at reversion are discounted to an estimate of current market
     value at a market-derived discount rate. Potential gross revenues are
     estimated based on a modeling of the actual rents and recovery provisions
     in effect through the term of existing leases. As the existing leases
     expire, the space is estimated to rent at the then current market rental
     rate with appropriate allowances for downtime. Spaces now vacant will be
     rented at market rates and at the time intervals discussed in the Income
     Approach section of this report. From potential gross revenues, we subtract
     vacancy and expenses (operating, fixed, and other) to arrive at an
     estimate of cash flow over an 11 year forecast.



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

                                      -17-


<PAGE>
                                                         Valuation Process
================================================================================

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.























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

                                      -18-
<PAGE>
                                                 SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     1.   researching recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     3.   Identifying Sales which include favorable financing and calculate the
          cash equivalent price;

     4.   reducing the sale prices to common units of comparison, such as price
          per square foot of building area (in this case net rentable area) and
          net operating income (NOI) per square feet;

     5.   making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     6.   interpreting the adjusted sales data and draw a logical value
          conclusion.

     The subject property is a modern 30-story class B+ office building which is
located in the Kansas City CBD. The building has a rentable area of 607,947
square feet.

     There have been no arms length transactions involving comparable office
building properties over the past several years. This has been the result of
poor market conditions which existed in Kansas City between 1990 and 1995 as
well as the weak performance of many of the CBD office buildings. Accordingly,
we have relied upon sales data from other urban areas which have similar
economics.

     In analyzing the leased fee estate (or fee simple estate, subject to the
existing building tenant leases), the sale prices inherent in the comparables
were reduced to those common units of comparison used to analyze improved
properties that are generally similar to the subject. The most widely use and
market oriented unit of comparison for properties such as the subject is the
sale price per square foot. All comparable sales were analyzed on this basis. We
have also referenced the net operating income per square foot of the comparable
sales when the information was available.

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

                                      -19-

<PAGE>
                                                  Sales Comparison Approach
================================================================================

     The chart exhibited on the facing page show a wide variety of prices on a
unit basis ranging from approximately $45.00 to $144.64 per square foot. The
sales were transacted between March 1994 and December 1995. All the comparables
consists of multi-level office buildings. The comparables range in size from a
low of 196,000+/- per square feet to a high of 504,906+/- square feet.

     The prices per square foot are influenced by the differences in
construction quality, occupancy levels, character of the tenancy, economics, and
location. Nevertheless, it is important to address each property in terms of the
conventional sequence of adjustments. Following are those considerations which
are relevant to the subject. The first three elements must be considered in
advance of applying any other compensating factors to derive value conclusions
via the sales price per square foot methodology.

Property Rights Conveyed

     As shown in the summary table, all of the comparables are encumbered by
leases, therefore, the leased fee estate was conveyed in each of these cases. In
the final analysis we have made no adjustments for the comparables for
differences in property rights conveyed.

Seller Financing/Cash Equivalency

     All of the comparables were sold on a basis of all cash to the seller.
Thus, we have made no adjustments to these comparables for seller financing.

Conditions of Sale

     We identified no special motivational conditions concerning the
comparables. Therefore, no adjustments for conditions of sale were warranted.

Other

     Because of the multiple differences inherent in office properties with
respect to quality and design, location, and, in this case economics, not to
mention the quality of the tenant base, mathematical adjustments for the
reasoning noted above would be extremely difficult, at best. Comparable No. 4
reflects a unit value of $144.64 per square foot, representing this high end of
the sales prices per square foot. This sale has a fairly unique location near a
major economic center and is considered superior to the subject. Comparable No.
5 reflects the low end of this sales with a unit value of $45.00 per square
foot. This property is located in Cincinnati and had an occupancy of
approximately 65 percent at this time of sale. The remaining comparables ranged
between $47.14 per square foot and $101.35 per square foot with an average unit
value of $65.07 per square foot and a median unit value of $62.50 per square
foot.

     In our opinion, comparable Nos. 1, 2, 5, 6 and 7 are most similar to the
subject in terms of either size or location. Comparable Nos. 1, 2, 5, 6 and 7
form a more narrow range of unit values of approximately $47.14 to $62.69 per
square foot, with a median of $62.60. After giving consideration to the
physical, locational and economic aspects of the subject property as compared to
the exhibited comparables we feel a unit value of $60.00 per square foot of net
rentable area is approximate for the subject property. By applying this to the
607,947 net

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

                                      -20-


<PAGE>
                                                  Sales Comparison Approach
================================================================================

square rentable feet contained within the subject, a value of $36,476,820 is
indicated. The following table demonstrates this calculation.


    ========================================================================
                       Sales Price Per Square Foot Summary
    ========================================================================
    Net Rentable Area              Sales Price Per           Indicated Value
          (SF)                      Square Foot
    ========================================================================
         607,947            X           $60.00       =         $36,500,000
    ========================================================================


Net Income Multiplier Analysis

     In addition to an adjusted price per square foot analysis, we have analyzed
the investment parameters of four of the sales to investors. As stated earlier,
most income producing properties are purchased based on expected income, rather
than leaseable area, making unit prices a somewhat subjective reflection of
investment behavior. In our opinion, a buyers criteria for the purchase of a
retail/commercial property is predicated primary on the property's income
characteristics. Thus, we have identified a relationship between the operating
income and a sale price of the property.

     Isolating these investor transactions reflects the following relationship
between net operating income per square foot and sale price.

     ======================================================================
                                 Summary of NOI
                      Price Per Square Foot and Net income
                                   Multiplier
     ======================================================================
     Sale No.                  NO/USF             Price/SF          N.I.M.
     ======================================================================
         1                     $6.02               $62.69           10.35
     ----------------------------------------------------------------------
         2                     $5.94               $51.66            8.70
     ----------------------------------------------------------------------
         4                    $14.64              $144.64           10.0
     ----------------------------------------------------------------------
         6                     $5.56               $47.14            8.48
     ======================================================================

     The sale prices per square foot increase as the productivity (NOI per
square foot of net rentable area) of a particular property increases. As will be
discussed subsequently in the Income Approach of the report, the subject
property is projected to have a fiscal year 1997 net operating income of
approximately $5.72 per square foot. This level of income is generally
consistent with sales No. 1, 2 and 6. As such, based upon the presented data we
have concluded that a net income multiplier of 10 is appropriate for the
subject property.

     Applying a net income multiplier of 10 to the forecast FY1996 net operating
income results in a value for the subject property as follows:

               1996 NOI ($000)                                  $3,324
               N.I.M.                                           10.0

               Value based upon N.I.M. Analysis                 $33,240,000



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

                                      -21-


<PAGE>
                                                  Sales Comparison Approach
================================================================================

Sales Comparison Approach Conclusion

     The two units of comparison utilized in the sales comparison approach
produce similar value indications for the subject property. The sale price per
square foot analysis indicated a value conclusion of $36,500,000, while the net
operating income analysis indicates a value of $33,240,000. After considering
the strengths of each, we have concluded at a final value estimate of the
subject property as indicated by the Sales Comparison Approach, as of August 1,
1996 of $35,000,000. This conclusion equates to $57.57 per square foot of net
rentable area.
























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

                                      -22-
<PAGE>
                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of "anticipation" underlies this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method
selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate the value. In the discounted cash
flow method, anticipated future income streams and a revisionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return)

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multi-tenanted office buildings i.e. multiple leases with
staggered lease terms and varying structures, the lease up vacant space and
different tenant finish allowances, depending upon whether the space is in shell
or second generation state. Case in point, direct capitalization can not realize
the anticipated continued strengthening that will occur in the CBD Kansas City
area over the next several years.

     Given the numerous variables, coupled with our inquiries of participants in
the marketplace, we feel that the majority of investors for property like the
subject will utilize the discounted cash flow method, in an attempt to mirror
expectations relative to those variables. Overall, office market conditions are
still below normalized levels (although the subject submarket and direct
competition have strengthen). Consequently, the discounted cash flow method
affords the most realistic method of reflecting investor expectations of the
current market, as well as the projected recovery (primary and secondary rental
rates in the subject's case). Also, the discounted cash flow methodology can
better quantify the impact of multi-tenant leases with staggered lease terms and
varying rental structures than the direct capitalization technique. Therefore,
it is our opinion that the discounted cash flow method is the most appropriate
method in the valuation of the subject property. As such, the direct
capitalization method will not be used in the analysis. However, at the
conclusion of the income approach we will analyze the resulting overall
capitalization rate derived from the discount cash flow analysis as a check for
reasonableness.

     In the following sections, we will first analyze the subject's existing
leases and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis. As of the effective date of
appraisal, there were 79 leased suites totaling 607,947+/- square feet of
rentable area. The retail tenants range in size from approximately 273 square
feet to approximately 4,766 square feet. The retail tenants have leases which
expire over the next five years and have rents that range between approximately
$8.50 per square foot to approximately $20.00 per square foot. The most recent
leasing of retail space within the


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

                                      -23-


<PAGE>



                                                            Income Approach
================================================================================

subject reflects retail rents of approximately $20.00 per square foot. Retail
tenants in addition to paying base rent are responsible for a C.A.M. charge
which amounts to $6.81 per square foot and all utilities, which are directly
metered.

     The office tenants occupy spaces which range between 1,000+/- square feet
and 120,000+/- square feet. The smaller tenants tend to range between 1,000 and
4,000 square feet in size. The building is occupied predominantly by tenants
with rentable areas of less than 5,000 square feet. The major tenants within the
property include Chicago Title on the 5th floor. This tenant occupies 26,179
square feet under a lease which expires in March 2002. The General Services
Administration occupies several floors totaling 120,221 square feet under a
lease signed in April 1995 and which expires in March 2001. Dickenson Financial
occupies space on the 3rd and 4th floors amounting to 52,606 square feet. This
lease expires in April 2003. Baird Kurtz Dobson occupies 39,854 square feet
under a lease which expires in October 2003. The most recent leases within the
office space reflect base rentals of approximately $14.00 per square foot have
work allowances which range between $6 and $12 per square foot for second
generation space and allow for up to 2 months of free rent. At the present time
the 14th floor amounting to 19,423 square feet is vacant, as is the 17th floor
which amounts to 19,204 feet. The remaining vacant space in the building is
located in various spaces and ranges in size from 978 to 6,834 square feet.
Occupancy within the property is currently 89.9 percent.

     A rent roll of the subject property abstracting the existing leases is
located in the addenda. Our analysis specifically assumes the existing tenants
will remain in the property and will continue paying rent under the terms of the
leases. Information provided by the management indicates that no tenants are
currently in default of their lease and the tenant base which includes a number
of regional credit tenants generally appears to be stable.

Lease Expirations

     As part of our risk analysis we reviewed the tenant expiration dates (shown
on the facing page). With respect to current lease structure, there are three
tenants expiring through the balance of 1996 representing 1.27 percent of the
space within the building. There are 12 tenants representing 39,558 square feet
or 6.57 percent of the building during 1997, 10 tenants amounting to a total of
33,539 square feet or 5.2 percent of the building in 1998, 17 tenants amounting
to 79,735 square feet or 13.12 percent of the building in 1999, 10 tenants
amounting to 30,538 square feet or 5.02 percent of the building expiring in the
year 2000 and 13 tenants representing 67,991 square feet or 11.18 percent of the
building expiring in the year 2001. Between 1996 and the year 2001 approximately
42.69 percent of the leases in the building will have expired. The largest
leases will expire in 2003 and 2004, during these years 17.34 percent and 20.82
percent of the building will expire, respectively.

     Since the bulk of the leases expiring represent spaces of less than 5,000
square feet and since there are no below market renewal options, we have assumed
a normal probability for renewal as leases expire. Due to the significant amount
of space currently available in the market, we have assumed that a 50 percent
renewal probability is reasonable.


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

                                      -24-




<PAGE>

                                                            Income Approach
================================================================================

Estimate of Current Market Rents

     According to management quoted rental rates of the subject property have
increased over the past two years. At the present time, office space is being
quoted at between $14.00 and $15.00 per square foot and leases are being
seriously negotiated at approximately $14.00 per square foot on a full service
basis. Quoted tenant finish allowances range from $6.00 to $12.00 per square
foot depending on the condition of the second generation space. Typically, first
generation space will require approximately $17.00 to $18.00 per square foot
plus $6.00 of base building work. In order to gauge the reasonableness of quoted
rent and form of conclusion as to the current market rent for the subject
property as of the appraisal date, we conducted a survey of several office
buildings totaling 7 million square feet of rentable area in the Kansas City
CBD. All these comparables are considered generally similar to respect to
location and amenities by comparison with the subject property. A summary of the
properties utilized in our rent comparables analysis is presented on this facing
page.

     The rates summarized indicate the quoted rent for the comparable
properties. In some cases, the actual effective rates being achieved for recent
leases were not available however, the four nearest competitors provide a good
indication of the actual effective rents and are used to gauge the
competitiveness of the subject property.

     The closest comparables as related to the subject property include the
following:

     Boatman's Center is located at 920 Main Street. This property contains
290,000 square feet and is 20-stories in height. The property was built in 1968
and currently has 50,000 available for lease. Quoted rents in this building are
$13.50 per square foot, signed transaction range between $12.50 to $13.50 per
square foot. This property is considered a B building and has superior parking
available to the subject property. However, the subject has a better market
image and is considered to be a more thoroughly renovated and upgraded property.

     The Centennial Building is located at 210 West 10th Street. This property
contains 162,400 square feet on four floors, it was built in 1951. The property
has 42,600 square feet currently available and the quoted rent is $12.00 per
square foot. This property is inferior to the subject property in terms of its
age and condition.

     Commerce Tower is located at 911 Main Street. It contains 400,000 square
feet on 30-stories. Property was built in 1964 and currently has 18,500 square
feet available for lease. Rents within the building are quoted between $12.00 to
$14.00 per square foot. This property has superior parking to the subject
property but is perceived as an inferior property within the marketplace.

     The Mercantile Tower is located at 1101 Walnut Street. It contains 215,000
square feet on 20-stories. The property was built in 1975. The property has
80,890 square feet currently available for lease, rents within the property
range between $12.00 and $14.00 per square foot and the current quoted lease
rates in the property are $14.25 per square foot. This property provides a
reasonably good indication and comparison for the subject property.


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

                                      -25-




<PAGE>


                                                            Income Approach
================================================================================

     In summary, there is a relatively narrow range in rental rates and tenant
finish allowances. The quoted rental rated from $12.00 to $15.00 per square foot
on full service basis. The comparables are quoted on base year operating stops
and range in tenant finish allowances of up to approximately $12.00 per square
foot for second generation space.

     All comparables have garage parking. All of the comparable properties
charge for covered parking at the present time. There is a shortage of parking
at the subject property relative to the comparables however, there is
significant covered parking available within close proximity of the subject
property.

     In addition to the comparison with the surveyed property noted above, we
have also taken into consideration recent leases which have been executed in the
subject property. Most of the recent leases average at approximately $14.00 per
square foot on a full service basis. Tenant finish allowances range from $6.00
to $12.00 per square foot for new tenants, and from $0 to $6.00 for renewing
tenants. The majority of recent leases have terms of approximately 5 years and
reflect expense stops at the time of occupancy. There is some allowance for free
rent within the property however, free rent is generally not offered at the
level of rent quoted at the subject property or the competitive properties. We
have made an allowance for two months of free rent, which appears to be on line
with the recent office leases signed within the subject property.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of the appraisal.

     1.   Market rental rate for the subject is estimated to equate to $14.00
          per square foot of rentable area, full service including electricity.
          This is at the lower end of the range of the quoted rents at the
          subject property.

     2.   In future leases the base year expense stop is tied to the projected
          year that the lease commences.

     3.   Future leases are assumed to have a five year lease term which is
          consistent with most of the activity within the subject property.

     4.   Tenant improvement allowance are projected to be $12.00 per square
          foot for new tenants and $6.00 per square foot for renewal tenants for
          second generation space. The fourteenth floor and seventeenth floor
          are currently vacant and require a full build-out. We have accordingly
          projected a build-out for both floors averaging $24.00 per square foot
          to accommodate demolition full build-out and the construction of base
          building improvements. Rental rates forecast, several brokers that we
          interviewed indicated that the rental market for the subject property
          has improved significantly over the past three to four years. Overall
          occupancy in the building has risen to 50 percent to almost 90 percent
          and the perception of the subject property in the marketplace has
          improved. Since additional improvement in the downtown market is
          expected, we have allowed for an average growth of rental rates of 3
          percent annually throughout the holding period.


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

                                      -26-




<PAGE>


                                                            Income Approach
================================================================================

Expense Recovery Income

     Most of the existing leases have provisions for expense past throughs above
the base year or stated expense stop. The allowable expenses included in the
expense recoveries for leases include all items of expense other than leasing
and promoting expenses and some other miscellaneous cost as well as capital
replacements, tenants improvements, and leasing commissions. The recovery income
reflected in our cash slow analysis is based upon the terms of the existing
leases plus a base year expense stop applied to all future lease contracts.

Parking Income

     As mentioned earlier, parking is relatively tight in the downtown market.
At the subject property the space is offered on a monthly basis plus there is a
portion of the garage which is offered on a transient basis. Monthly spaces are
available at the rate of $85.00 per month, while full day parking is
approximately $10.00. The projection of parking revenue is based upon the
historic collection of parking revenues. We have assumed an increase in parking
revenue averaging 3 percent per annum over the course of our investment holding
period.

Miscellaneous Income

     Historically the subject property has generated miscellaneous income from a
variety of sources. Primarily this income is attributed from storage charges and
charges to tenants for keys, lock charges, security cards and miscellaneous
work. The miscellaneous income has ranged between approximately $200,000 and
$250,000. We have projected this income to increase of the rate of approximately
3 percent per year through the remaining term or our projection.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
flow revenue that an income property is likely to produce annually over
specified period of time, rather than what it could produce if it were always
100 percent occupied and all tenants were actually paying in full and on time.
It is normally a prudent practice to expect some income loss, either in the form
of actual vacancy or in the form of turn-over , non-payment, or slow payment of
rent. Regarding collection loss specifically, we have applied 2 percent of loss
factor through the holding period primarily as a contingency for potential
collection problems and tenant defaults. This collection loss factor is applied
to rental income from all tenants.

     We have projected a 3 month vacancy period at the expiration of every lease
with an average lease term of five years. This equated to a vacancy factor of
approximately 4.4 percent. Our analysis includes a 50 percent probability of
renewal and a 50 percent probability of vacancy. Based upon on our conversations
with the property manager this renewal probability is considered to be
reasonable. The resulting occupancy level for the subject property within the
cash flow is approximately 95.6 percent. This includes both three month
down-time and the 2 percent credit loss factor. Given the overall occupancy of
the subject property and the character of the tenancies, this level of
collection is considered to be reasonable.


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

                                      -27-




<PAGE>


                                                            Income Approach
================================================================================

Operating Expenses and Fixed Expenses

     On the facing  page is our  income  and  expense  summary  for the  subject
property.  We based our  operating  expenses  upon a review of the 1994 and 1995
actual expenses for the subject property.  In addition we were provided with the
1996  budget.  Finally we  compared  this data with  operating  statements  from
similar buildings and consultations with local property management  personnel as
well as  Cushman  &  Wakefield's  management  staff.  Total  operating  expenses
amounted to $4.91 in 1994,  and $5.33 in 1995. The 1996 budget allowed for $5.20
per square foot. We have  projected the 1996 budget to be $5.44 per square foot,
which is approximately 2 percent greater than the budgeted  expenses prepared by
management.  Our primary area of difference relates to the utility cost which we
believe  will  exceed the  amount of  budgeted  by  management  for the  subject
property.  In addition,  we have  allowed for a greater  cost in  insurance  and
security based upon the actual operating history of the subject property.

     As illustrated on the chart, those expenses considered to trend in a
reasonable manner over the period for which we have historical operating and
data include, insurance, utilities, building services and supplies, security,
grounds and maintenance, payroll and benefits, management, repairs and
maintenance, on-site office administration and non-reimbursable expenses.

     Insurance Operating Expenses

     The insurance cost has ranged from between $72,000 and approximately
$97,000. The amount budgeted for 1996 amounts to $87,556. We have forecasted a
insurance expense of $95,000 and believe it to be more reflective of the
character and operation of the subject property.

     Utilities

     The utilities expenses which include electrical costs, heating costs, water
and sewer costs have ranged between $936,000 in 1994 to $1,361,000 in 1995. The
amount budgeted in 1996 was set at $1,241,000. Management has indicated the
utility cost was underestimated for the 1996 budget and given the actual
experience, we anticipate that the first year utility expense will amount to
$1,370,000.

     Building Services and Supplies

     This expense has varied between $235,000 and $655,000. The amount budgeted
for 1996 amounts to $688,000. We view this as a reasonable projection of the
costs for this item.

     Security

     The security expense is estimated to be $200,000. This is consistent with
the actual experience in 1995 and is slightly greater than the amount budgeted
for 1996.


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

                                      -28-




<PAGE>


                                                            Income Approach
================================================================================

     Payroll and Benefits

     The payroll and benefits costs is consistent with that budgeted for 1996
and amounts to $338,940.

     Management

     The management cost is reflective of two percent of collected rents on an
annual basis and amounts to $150,000 for 1996.

     Repairs and Maintenance

     Repairing and Maintaining is estimated to be $323,700 for 1996. This is
consistent with the level of condition reflected in the subject property and
also considers the character of tenancy and the age of the property.

     Administration

     On site office and building administration is estimated to be $73,550. This
is consistent with the amount budgeted by management to cover this expense
category.

     Non-Reimbursable Expenses

     Non-reimbursable expenses are estimated to be $58,600, which is consistent
with the budget for the property. Non-reimbursable expenses include marketing
and promotion expenses related to the building.

     Other Expenses

     Other expenses include tenant improvements and leasing commissions. The
probability of incurring future leasing commissions and tenants alterations is
based upon a 50 percent renewal probability.

     Tenant Improvements

     We factor a $12.00 per square foot allowance for second generation space
with an allowance of $6.00 per square foot for tenant renewals.

     Leasing Commissions

     Leasing commissions for the period under this analysis leasing commissions
for all new leases are estimated to be consistent with the renewal rates with
the commission rates in place in Kansas City.

     Capital Replacement/Reserves

     Reserves for replacement are or should be set aside to accumulate an amount
efficient to replace and/or repair certain major building components over time,
i.e. roof, major parking lot repairs, HVAC systems, etc. during the period of
the analysis. Based on the expense behavior of other comparable properties and
the age of the subject property is estimated at capital replacement/reserves of
$.25 per square foot, increasing by 3 percent annually over the period of our
analysis.


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

                                      -29-
<PAGE>

                                                            Income Approach
================================================================================

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvement at a competitive
level to preserve value. The proceeding commutative annual operating expenses
equate to $5.44 per square foot or $3,308,540.

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject + computer program. Pro-Ject + has flexibility to allow for tenant by
tenant analysis of the subject as encumbered by existing leases. Pro-Ject Plus +
also allows for variety of assumptions regarding future income streams and
expenses. Our eleven year analysis can be found on the following page.

Terminal Capitalization Rates Selection

     A terminal capitalization rate was used to estimate the market value of the
property, at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvements allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of improved property sales in today's market.

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might effect our estimate of net operating
income during the holding period, including possible changes in the market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by the
fact that capitalization rates are falling which are not reflected in the sales,
we are of the opinion that a 10.5 percent terminal capitalization rate is
appropriate to apply to the subject property's projected net operating income in
the eleventh year. This results in an estimated terminal value for the property
at the end of the tenth year of $53,987,000.

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted the income stream at a rate of return currently required by investors
for similar quality real property. The yield rate is the single rate that
discounts all future equity benefits to an estimate of net present value.

     Cushman & Wakefield's Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates and
income and expense growth rates considered acceptable by the respondents.



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

                                      -30-

<PAGE>
<TABLE>
                       CITY CENTER SQUARE, KANSAS CITY MO
                            PROJECT DESIGNATOR: CITY
                            REVISION: 7/31/96 @ 14:50
                         ANNUAL CASH FLOW REPORT (OOO'S)
                          BEGINNING 1/1/96 FOR 11 YEARS
                                 8/ 6/96 @ 9:57


<CAPTION>

                     CY1956    CY1997    CY1998    CY1999    CY2000    CY2001    CY2002    CY2003    CY2004     CY2005     CY2006
<S>                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>
INCOME
- ------
MINIMUM RENT:
ALL TENANTS           7,373     8,116     8,427     8,471     8,663     8,628     8,898     8,989     9,470     10,331     10,502
FREE RENT               (61)     (142)      (96)     (148)     (176)     (208)     (306)     (348)     (678)      (229)      (235)
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    -------    -------
TOTAL MINIMUM RENT    7,311     7,974     8,331     8,322     8,487     6,420     8,592     8,641     8,791     10,101     10,266

RECOVERIES:
EXPENSE ESCAL           205       317       429       528       587       662       675       670       468        505        613
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    -------    -------
TOTAL RECOVERIES        205       317       429       528       587       662       675       670       468        505        613


                     ------    ------    ------    ------    ------    ------    ------    ------    ------    -------    -------
GROSS RENTAL
 INCOME               7,517     8,292     8,761     8,851     9,074     9,083     9,268     9,311     9,260     10,606     10,880
CREDIT LOSS             (75)     (165)     (175)     (177)     (181)     (181)     (185)     (186)     (185)      (212)      (217)
OTHER INCOME            237       244       252       259       267       275       283       292       301        310        319
PERCENTAGE RENTS         40        41        42        43        46        46        47        49        50         52         53
PARKING REVENUES        326       335       345       356       367       378       389       401       413        425        438
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    -------    -------
TOTAL INCOME          8,046     8,748     9,226     9,333     9,572     9,601     9,803     9,867     9,839     11,182     11,474

EXPENSES
- --------
NON-REIMB. EXPENSE       58        60        62        64        65        67        69        72        74         76         78
OPERATING EXPENSES    3,249     3,347     3,447     3,551     3,657     3,767     3,880     3,997     4,116      4,240      4,367
REAL ESTATE TAXES       730       751       774       797       821       846       871       897       924        952        981
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    -------    -------
TOTAL EXPENSES        4,038     4,159     4,284     4,413     4,545     4,681     4,822     4,966     5,115      5,269      5,427
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    -------    -------
NET OPERATING
 INCOME               4,007     4,588     4,942     4,920     5,026     4,920     4,981     4,901     4,724      5,912      6,046

ALTERATIONS             429       716       354       465       606       792     1,081     1,308     2,487        794        840
COMMISSIONS              95       122        80       126       149       183       252       296       574        210        195
CAPITAL RESERVES        158       162       167       172       177       183       188       194       200        206        212
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    -------    -------
CASH FLOW             3,324     3,587     4,339     4,156     4,092     3,760     3,459     3,101     1,461      4,700      4,797

</TABLE>


<PAGE>
                                                            Income Approach
================================================================================



     =====================================================================
                         1995/96 WINTER INVESTOR SURVEY
                       FOR URBAN CLASS A OFFICE BUILDINGS
     =====================================================================
                 GOING-IN             TERMINAL             IRR
     ---------------------------------------------------------------------  
               Low      High       Low      High       Low      High
     =====================================================================
     Mean     9.16%     9.84%     9.51%    10 04%    11.82%    12.59%
     ---------------------------------------------------------------------    
     Range    7.50%    12.00%     8.00%    12.00%    10.50%    15.00%
     =====================================================================



     =====================================================================
                         1995/96 WINTER INVESTOR SURVEY
                          FOR SUBURBAN OFFICE BUILDINGS
     =====================================================================
                 GOING-IN             TERMINAL             IRR
     ---------------------------------------------------------------------    
               Low      High       Low      High       Low      High
     =====================================================================
     Mean     9.25%     9.90%     9.43%    10.04%    12.11%    12.59%
     ---------------------------------------------------------------------    
     Range    8.00%    12.00%     9.00%    12.00%    11.00%    15.00%
     =====================================================================



     This table summarizes the investment parameters of some of the most
prominent investors currently inquiring good quality office building properties
in the United States. The entire survey is included in the Addenda of this
report.

     The investors rates of return sighted a range from 10 percent to 13
percent. We have selected a 12.5 percent discount rate for the subject
property. The internal rate of return and terminal capitalization rates selected
for this analysis were strongly influenced by our recent investor survey, but we
also relied very heavily on data from Cushman & Wakefield's Financial Services
Group. Furthermore, we realize that the surveys reflect target rates rather than
transactional rates. Transactional rates are usually difficult to obtain in the
verification process and are actually only target rates of the buyer at the time
of sale. The properties performance will ultimately determine the actual yield
and capitalization rate at the time of sale after a specific holding period. We
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than the target rates that are
quoted in the surveys. We have tried to recognize this factor in our choice of
rate for our cash flow model. The discounted cash matrix can be found on the
following page.







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

                                      -31-

<PAGE>
                                                            Income Approach
================================================================================

                              Discounted Cash Flow
                                  Value Matrix
                                     ($000)

     Terminal Capitalization Rate    10.0%       10.5%        11.0%

     Discount Rate
           12.0%                    $38,532     $37,660      $36,867
           12.5%                    $37,336     $36,502      $35,743
           13.0%                    $36,190     $35,392      $34,667


Conclusions

     The resulting value estimate is $36,000,000 or $59.22 per square foot of
building area this translates into a capitalization rate of 9.23 percent after
capital costs are considered.

     As previously noted, there have been no sales of comparables office
building properties in Kansas City over the last several years. However, sales
of office properties on a regional and national basis indicate that the
investment parameters employed in the appraisal process are appropriate and that
the value indication is reasonable.





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

                                      -32-

<PAGE>
                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.

          Sales Comparison Approach                            $35,000,000

          Income Approach                                      $36,000,000

     The Cost Approach has not been utilized in this report. The Cost Approach
requires an estimation of the cost to reproduce or replace the existing
improvements of the property. From this cost new of improvements accrued
depreciation from physical, functional and economic sources is deducted to
arrive at a cost less depreciation. The estimated land value is then added to
arrive at total value. The Cost Approach was not utilized in this report due to
the lack of available data to estimate the site's land value. The subjectivity
of estimating accrued depreciation of aged existing improvements also limits the
reliability of this approach. In addition, we know of few investors who utilize
replacement cost as the basis for their investment decisions.

     The Sales Comparison Approach consists of the collection and analysis of
data relevant to actual sales of properties deemed comparable to the subject
property. Properties which have been sold are compared to the property under
appraisal and adjustments to the sale prices are made based on differences
between the subject property and the comparable sales. We specifically compared
net operating income levels and the sales price per square foot of the
comparables.

     The Income Approach converts anticipated future cash flows into a present
value estimate. This method is based on the premise that the motivation for a
property purchase is a function of the anticipation of future benefits to be
gained from the investment. The potential purchaser, in essence, will trade the
purchase price of the property for a projected income stream to be received in
the future. Conversion of the anticipated cash flow into a value indication
commonly occurs in the form of discounted cash flow analysis or application of a
single capitalization rate to a stabilized income estimate.

     It is the Income Approach, however, that is logically considered the most
appropriate technique for estimating the value of income-producing property. Not
only does this approach represent the most direct and accurate simulation of
market behavior, it is the method explicitly employed by buyers and sellers in
acquisition and disposition decisions. Therefore, following the implied dictum
of the market, we have used an approach based primarily on projected income as
the foundation for our valuation of the subject property.

     In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, as of July 31, 1996, was:

                           THIRTY SIX MILLION DOLLARS
                                   $36,000,000


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

                                      -33-

<PAGE>
                                 Reconciliation and Final Estimate of Value
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value.  Marketing time is presumed to
start on the effective date of the appraisal. Marketing time occurs subsequent
to the effective date of the appraisal and exposure time is presumed to precede
the effective date of the appraisal. The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

     We believe, based on the assumptions employed in our analysis, as well as
our selection of investment parameters for the subject, our value conclusions
represent a price achievable within six to nine months marketing time on the
open market.
















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

                                      -34-

<PAGE>
                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

     1.   No opinion is intended to be expressed and no responsibility is
          assumed for the legal description or for any matters which are legal
          in nature or require legal expertise or specialized knowledge beyond
          that of a real estate appraiser. Title to the Property is assumed to
          be good and marketable and the Property is assumed to be free and
          clear of all liens unless otherwise stated. No survey of the Property
          was undertaken.

     2.   The information contained in the Appraisal or upon which the Appraisal
          is based has been gathered from sources the Appraiser assumes to be
          reliable and accurate. Some of such information may have been provided
          by the owner of the Property. Neither the Appraiser nor C&W shall be
          responsible for the accuracy or completeness of such information,
          including the correctness of estimates, opinions, dimensions,
          sketches, exhibits and factual matters.

     3.   The opinion of value is only as of the date stated in the Appraisal.
          Changes since that date in external and market factors or in the
          Property itself can significantly affect property value.

     4.   The Appraisal is to be used in whole and not in part. No part of the
          Appraisal shall be used in conjunction with any other appraisal.
          Publication of the Appraisal or any portion thereof without the prior
          written consent of C&W is prohibited. Except as may be otherwise
          stated in the letter of engagement, the Appraisal may not be used by
          any person other than the party to whom it is addressed or for
          purposes other than that for which it was prepared. No part of the
          Appraisal shall be conveyed to the public through advertising, or used
          in any sales or promotional material without C&W's prior written
          consent. Reference to the Appraisal Institute or to the MAI
          designation is prohibited.

     5.   Except as may be otherwise stated in the letter of engagement, the
          Appraiser shall not be required to give testimony in any court or
          administrative proceeding relating to the Property or the Appraisal.



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

                                      -35-

<PAGE>
                                        Assumptions and Limiting Conditions
================================================================================

     6.   The Appraisal assumes (a) responsible ownership and competent
          management of the Property; (b) there are no hidden or unapparent
          conditions of the Property, subsoil or structures that render the
          Property more or less valuable (no responsibility is assumed for such
          conditions or for arranging for engineering studies that may be
          required to discover them); (c) full compliance with all applicable
          federal, state and local zoning and environmental regulations and
          laws, unless noncompliance is stated, defined and considered in the
          Appraisal; and (d) all required licenses, certificates of occupancy
          and other governmental consents have been or can be obtained and
          renewed for any use on which the value estimate contained in the
          Appraisal is based.

     7.   The physical condition of the improvements considered by the Appraisal
          is based on visual inspection by the Appraiser or other person
          identified in the Appraisal. C&W assumes no responsibility for the
          soundness of structural members nor for the condition of mechanical
          equipment, plumbing or electrical components.

     8.   The forecasted potential gross income referred to in the Appraisal may
          be based on lease summaries provided by the owner or third parties.
          The Appraiser assumes no responsibility for the authenticity or
          completeness of lease information provided by others. C&W recommends
          that legal advice be obtained regarding the interpretation of lease
          provisions and the contractual rights of parties.

     9.   The forecasts of income and expenses are not predictions of the
          future. Rather, they are the Appraiser's best estimates of current
          market thinking on future income and expenses. The Appraiser and C&W
          make no warranty or representation that these forecasts will
          materialize. The real estate market is constantly fluctuating and
          changing. It is not the Appraiser's task to predict or in any way
          warrant the conditions of a future real estate market; the Appraiser
          can only reflect what the investment community, as of the date of the
          Appraisal, envisages for the future in terms of rental rates,
          expenses, supply and demand.

     10.  Unless otherwise stated in the Appraisal, the existence of potentially
          hazardous or toxic materials which may have been used in the
          construction or maintenance of the improvements or may be located at
          or about the Property was not considered in arriving at the opinion of
          value. These materials (such as formaldehyde foam insulation, asbestos
          insulation and other potentially hazardous materials) may adversely
          affect the value of the Property. The Appraisers are not qualified to
          detect such substances. C&W recommends that an environmental expert be
          employed to determine the impact of these matters on the opinion of
          value.

     11.  Unless otherwise stated in the Appraisal, compliance with the
          requirements of the Americans With Disabilities Act of 1990 (ADA) has
          not been considered in arriving at the opinion of value. Failure to
          comply with the requirements of the ADA may adversely affect the value
          of the Property. C&W recommends that an expert in this field be
          employed.


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

                                      -36-

<PAGE>
                                                 CERTIFICATION OF APPRAISAL
================================================================================

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

     1)   The property was inspected by David F. McArdle. The report was
          prepared by David F. McArdle and Travis W. Walsh, MAI, CRE. and concur
          with the findings contained herein.

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

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

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

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

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

     9)   As of the date of this report, Travis W. Walsh, MAI, CRE has completed
          the requirements of the continuing education program of the Appraisal
          Institute.


          David F. McArdle
          Director
          Valuation Advisory Services


          Travis W. Walsh, MAI, CRE
          Director
          Valuation Advisory Services




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

                                      -37-

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-1

     Building Name:                              Seven Penn Center

     Location:                                   N/E/C 17th S & Market Streets
                                                 Philadelphia, PA

     Grantor:                                    Corestates Bank, N.A.

     Grantee:                                    The Arden Group

     Date of Sale:                               12/16/95

     Physical Description:

       Land Area:                                21.61 Acres
       Gross Building Area:                      340,000 Square Feet
       Net Rentable Area:                        295,095 Square Feet
       Year Built:                               1964
       Occupancy at Sale:                        52 %
       Parking:                                  None
       Quality:                                  Good
       Construction:                             Steel and concrete
       Zoning:                                   C-5
       Stories:                                  30

     Sale Price:                                 $18,500,000

     Terms of Sale:                              All cash to seller

     Economic Indicators:
       Net Operating Income:                     $1,777,600    Actual

     Appraisal Indicators:
       Overall Rate (OAR):                       9.61 %

     Sale Price/Square Foot (GSF):               $54.41

     Sale Price/Square Foot (RSF):               $62.69

     COMMENTS:
          One tenant, The Turf Club occupied 20% of the occupied area but
          produced 35% of the in-place income. The existing retail area of 11 %
          produces 26% of the in place income. Buyer received $18 million of
          participating debt from Mass Mutual and invested $3.5 million of
          equity to close the transaction and fund the lease up.

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-2

     Building Name:                              Allianz Financial Centre

     Location:                                   2323 Bryan Street
                                                 Dallas, TX

     Parcel Number:                              D45-L

     Grantor:                                    The Equitable Life Assurance
                                                 Society of the United States

     Grantee:                                    Beverly Hills Center, LLC

     Date of Sale:                               11/21/95

     Recording Data:                             Volume 95227, Page 1348

     Physical Description:

       Land Area:                                36,753 Square Feet
                                                 0.84 Acres
       Gross Building Area:                      506,149 Square Feet
       Net Rentable Area:                        464,542 Square Feet
       Year Built:                               1982
       Occupancy at Sale:                        71 %
       Parking:                                  1,076 spaces
       Quality:                                  Good
       Construction:                             Pink granite spandrels
       Stories:                                  26

     Sale Price:                                 $24,000,000

     Terms of Sale:                              All cash to seller

     Economic Indicators:
       Gross Annual Income:                      $5,780,000
       Less: Operating Expenses:                 $3,030,000
       Net Operating Income:                     $2,750,000

     Appraisal Indicators:
       Overall Rate (OAR):                       11.5%

     Sale Price/Square Foot (GSF):               $47.42

     Sale Price/Square Foot (RSF):               $51.66

     COMMENTS:

          This is a Class A downtown office building that includes

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-2 Continued

          1,076 parking spaces. There was 9,276 (2%) of the building in shell
          condition.

     Confirmation Data:
          Date:                                  05/16/96
          By:                                    APPRAISER
          With:                                  C&W

















NYC4-2809

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-3

     Building Name:                              Lakeside Commons

     Location:                                   990 Hammond Drive
                                                 Atlanta, GA

     Grantor:                                    Lakeside Commons Partners, Ltd

     Grantee:                                    YCP Lakeside, LP

     Date of Sale:                               04/28/95

     Physical Description:

       Land Area:                                392,476 Square Feet
                                                 9.01 Acres
       Gross Building Area:                      232,000 Square Feet
       Net Rentable Area:                        222,000 Square Feet
       Year Built:                               1986
       Occupancy at Sale:                        90 %
       Quality:                                  Good
       Construction:                             Class A, sprinklered
       Stories:                                  11

     Sale Price:                                 $22,500,000

     Terms of Sale:                              (excluding vacant pad site)
                                                 Pad site estimated at an
                                                 additional $2,000,000
                                                 All cash to seller

     Economic Indicators:
       Effective Gross Income:                   $3,211,800
       Less: Operating Expenses:                 $1,705,000
       Net Operating Income:                     $1,506,800

     Appraisal Indicators:
       Effective Gross Inc. Mult.:               7.0
       Overall Rated (OAR):                      6.7%

     Sale Price/Square Foot (GSF):               $96.98

     Sale Price/Square Foot (RSF):               $101.35

     COMMENTS:

          Economic indicators above are 1994 (actual) numbers. The 1995 budget
          numbers are:

          Effective Gross Annual Income: $3,279,000

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-3 Continued

          Less: Operating Expenses:      $1,405,000
          Net Operating Income:          $1,875,000
          EGIM: 6.9
          OAR:  8.3%

          The seller estimated the vacant pad site value at $2,000,000. Actual
          price was adjusted by this figure to calculate the appraisal
          indicators.

          Property is located in the North Central suburban submarket near the
          intersection of 1-285 and Georgia 400.

          The rentable area includes 7,000 SF of common use, non-revenue
          producing space such as conference room, post office, club and
          management office.

          Amenities include a two-acre lake, full service cafe with an outdoor
          plaza, health club and conference room, and free covered parking. Most
          leases are structured with a base rent plus escalations that are based
          on a portion of the annual CPI change and pass-through of operating
          expenses over a base year stop.

          The seller's pro forma yields an imputed 12.3% IRR if a 9.5% terminal
          rate and a 10-year hold is assumed.

          This property was purchased in November 1991 for $16,300,000
          ($73.42/Sf of NRA) excluding a value allocation to the land.

     Confirmation Data:

          Date:                                  06/20/95
          By:                                    APPRAISER
          With:                                  C&W








NYC4-2429

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-4

     Building Name:                              Tower Center II

     Location:                                   Tower Center Boulevard
                                                 New Jersey Turnpike Exit 9
                                                 East Brunswick, Middlesex, NJ

     Parcel Number:                              Block 202, Lot 2

     Grantor:                                    Tower Center Associates

     Grantee:                                    Confidential

     Date of Sale:                               03/06/95

     Recording Data:                             N/A

     Physical Description:

       Land Area:                                199,505 Square Feet
                                                 4.58 Acres
       Gross Building Area:                      417,159 Square Feet
       Net Rentable Area:                        407,918 Square Feet
       Year Built:                               1988
       Occupancy at Sale:                        81 %
       Parking:                                  Parking Deck - 1,267 cars
       Quality:                                  Excellent
       Construction:                             Granite and glass
       Stories:                                  23

     Sale Price:                                 $59,000,000

     Terms of Sale:                              All cash to seller

     Economic Indicators:
       Gross Annual Income:                      $9,542,000      Actual
       Less: Operating Expenses:                 $3,639,000      Actual
       Net Operating Income:                     $5,903,000      Actual

     Appraisal Indicators:
       Overall Rate (OAR):                       10.00%

     Sale Price/Square Foot (GSF):               $141.43

     Sale Price/Square Foot (RSF):               $144.64

     COMMENTS:

          Property consists of a 23-story office building plus a

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-4 Continued

          parking deck for 1,267 cars. The facility was occupied by 14 tenants
          ranging in size from 2,053 to 107,080 square feet. Tower Center II is
          part of a larger complex which also includes a twin building plus a
          405-room Hilton hotel. The property has excellent accessibility to
          Exit 9 of the New Jersey Turnpike.

     Confirmation Data:

          Date:                                  01/15/96
          By:                                    APPRAISER
          With:                                  C&W



















NYC4-2685

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-5

     Building Name:                              Centennial Plaza I & II

     Location:                                   705 & 895 Central Avenue
                                                 Cincinnati, Hamilton County, OH

     Parcel Number:                              Block 146-6, Lot 121

     Grantor:                                    N/A

     Grantee:                                    CALPERS

     Date of Sale:                               02/03/95

     Recording Data:                             N/A

     Physical Description:

       Land Area:                                2.13 Acres
       Gross Building Area:                      235,439 Square Feet
       Net Rentable Area:                        224,203 Square Feet
       Year Built:                               1986
       Occupancy at Sale:                        90%
       Parking:                                  200 spaces
       Quality:                                  Good
       Construction:                             Structural steel
       Zoning:                                   Commercial
       Stories:                                  11
   
     Sale Price:                                 $10,089,136

     Terms of Sale:                              All cash to seller

     Sale Price/Square Foot (GSF):               $42.85

     Sale Price/Square Foot (RSF):               $45.00

     Number of Stories:                          5 and 11

     Renovated:                                  1990

     COMMENTS:

          The property consists of a two tower complex. The statistics are based
          on the combined size. The location is in a peripheral area of the
          central business district.

     Confirmation Data:

       Date:                                     09/13/95
       By:                                       APPRAISER

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-6

     Location:                                   444 North Michigan Avenue
                                                 Chicago, IL

     Grantor:                                    Northwest Mutual Life
                                                 Insurance Company

     Grantee:                                    Equitable Realty

     Date of Sale:                               07/01/94

     Physical Description:

       Land Area:                                20,000 Square Feet
       Gross Building Area:                      504,906 Square Feet
       Net Rentable Area:                        504,906 Square Feet
       Year Built:                               1976
       Occupancy at Sale:                        75 %
       Parking:                                  None
       Quality:                                  Good
       Construction:                             Steel frame and glass exterior
       Zoning:                                   Commercial
       Stories:                                  36
   
     Sale Price:                                 $23,800,000

     Terms of Sale:                              All cash to seller

     Economic Indicators:
      Net Operating Income:                      $2,808,400

     Appraisal Indicators:
      Overall Rate (OAR):                        11.80%

     Sale Price/Square Foot (GSF):               $47.14

     Sale Price/Square Foot (RSF):               $47.14

     Asking Rents at Sale:                       $3.00 - $9.00/SF - Net

     COMMENTS:

          A total of eleven participants submitted bids to purchase the
          property. The building was on the market for approximately two months
          prior to accepting Equitable's offer. The above information was
          verified by Equitable Realty. According to Equitable Realty,
          approximately $430,000 in capital expenses will be incurred during the
          first year. The above net operating income represents the

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-6 Continued

          buyer's first year projection.

     Confirmation Data:

          Date:                                  08/11/94
          By:                                    APPRAISER
          With:                                  C&W














NYC4-1567

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================


     I-7

     Building Name:                              NBD Bank Building

     Location:                                   175 South Third Street
                                                 S/W/C Town Street
                                                 Columbus, Franklin County, OH

     Parcel Number:                              184812

     Grantor.                                    Aetna Life & Casualty Company

     Grantee:                                    Columbus Third L.P.
                                                 c/o Box One Capital Corp.

     Date of Sale:                               03/01/94

     Recording Data:                             N/A

     Physical Description:

       Land Area:                                21,600 Square Feet
       Gross Building Area:                      210,000 Square Feet
       Net Rentable Area:                        196,000 Square Feet
       Year Built;                               1981
       Occupancy at Sale:                        89 %
       Parking:                                  None
       Quality:                                  Good
       Construction:                             Concrete
       Zoning:                                   C3, Commercial District
       Stories:                                  12

     Sale Price:                                 $12,250,000

     Terms of Sale:                              All cash to seller

     Economic Indicators:
       Gross Annual Income:                      $3,699,506
       Less: Vacancy:                            $295,960
       Less: Operating Expenses:                 $1,261,537
       Net Operating Income:                     $2,142,009

     Appraisal Indicators:
       Gross Income Multiplier:                  3.31
       Overall Rate (OAR):                       17.49%

     Sale Price/Square Foot (GSF):               $58.33

     Sale Price/Square Foot (RSF):               $62.50

     Major Office Tenants:                       National Bank of
                                                   Columbus & Columbus Bar

<PAGE>
                                                       OFFICE BUILDING SALE
================================================================================

     I-7 (Continued)

     COMMENTS:

          This Class B+ office building is located in downtown Columbus, Ohio,
          the state capital. The property is subject to a long term ground lease
          which expires in the Year 2029 with two 15-year renewal options. NBD
          Bank of Columbus is the major tenant in the building and their lease
          is due to expire in 1996. The high overall rate was reported to be a
          result of the high lease turnover and expiration of its tax abatement
          as well as the ground lease. Approximately 50 percent of the
          building's leases roll over through 1996. In addition, the tax
          abatement on the building is due to expire in January 1997 and since
          the property's leases are triple net, the tenants would receive large
          increases in their occupancy costs if they renew.

     Confirmation Data:

          Date:                                  06/03/94
          By:                                    BROKER
          With:                                  C&W - Detroit







<PAGE>

                       CITY CENTER SQUARE, KANSAS CITY MO
                            PROJECT DESIGNATOR: CITY
                            REVISION: 8/ 6/96 @ 17:22
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS
                                 8/ 6/96 @ 17:38



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF CITY CENTER SQUARE, KANSAS CITY MO BEGINNING 1/1996
FOR 20 YEARS ON A CALENDAR YEAR BASIS


AREA MEASURES
- -------------

RETL
DESCRIBED AS RETAIL AREA
1996 VALUE -        23,154
THEREAFTER - CONSTANT

OFFA
DESCRIBED AS OFFICE AREA
1996 VALUE -       584,793
THEREAFTER - CONSTANT

AREA
DESCRIBED AS TOTAL RENTABLE AREA
+100.0% OF RETL+100.0% OF OFFA


GROWTH RATES
- ------------

MKT1
DESCRIBED AS MARKET GROWTH RATE
1996 VALUE -          3.00
THEREAFTER - CONSTANT

CPIG
DESCRIBED AS EXPENSE GROWTH RATE
1996 VALUE -          3.00
THEREAFTER - CONSTANT

COMN
DESCRIBED AS FULL COMMISSION RATE-5 YEAR LEASE
1996 VALUE -          3.90
THEREAFTER - CONSTANT

COMR
DESCRIBED AS RENEWAL COMMISSION RATE-FIVE YEAR LEASE
1996 VALUE -          1.95
THEREAFTER - CONSTANT

COMB

<PAGE>
                                                                          PAGE 2



DESCRIBED AS BLENDED COMMISSION RATE REFLECTING RENEWAL PROBABILITY
 +50.0% OF COMN +50.0% OF COMR


MARKET RATES
- ------------

RETL
DESCRIBED AS RETAIL MARKET RENT
1996 VALUE -         20.00
THEREAFTER - GROWING AT GROWTH RATE MKT1

OFF1
DESCRIBED AS OFFICE MARKET RENT-UNDER 5,000 SF
1996 VALUE -         14.00
THEREAFTER - GROWING AT GROWTH RATE MXTI

OFF2
DESCRIBED AS OFFICE MARKET RENT-OVER 5,000 SF
1996 VALUE -         14.00
THEREAFTER - GROWING AT GROWTH RATE MKT1

ALTV
DESCRIBED AS ALTERATION FOR VACANT SPACE
1996 VALUE -         12.00
THEREAFTER - GROWING AT GROWTH RATE CPIG

ALTR
DESCRIBED AS ALTERATION  FOR RENEWAL SPACE
 +50.0% OF ALTV

ALTS
DESCRIBED AS BLENDED ALTERATION COST REFLECTING PROBABILITY
 +50.0% OF ALTV +50.0% OF ALTR

DESCRIBED AS BLENDED FREE RENT
1996 VALUE -          2.00
THEREAFTER - CONSTANT

CAM
1996 VALUE -          6.81
THEREAFTER - GROWING AT GROWTH RATE CPIG


MISCELLANEOUS INCOMES
- ---------------------

OTHER INCOME
1996 VALUE -       237,652
THEREAFTER - GROWING AT GROWTH RATE CPIG

PERCENTAGE RENTS
1996 VALUE -        40,000

<PAGE>
                                                                          PAGE 3


THEREAFTER - GROWING AT GROWTH RATE CPIG

PARKING REVENUES
1996 VALUE -       326,124
THEREAFTER - GROWING AT GROWTH RATE CPIG


EXPENSES
- --------

INSURANCE         , REFERRED TO AS INSR
DESCRIBED AS INSURANCE
AN INFORMATIONAL EXPENSE
1996 VALUE          95,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

UTILITIES         , REFERRED TO AS UTIL
DESCRIBED AS ELECTRIC & WATER/SEWER
AN INFORMATIONAL EXPENSE
1996 VALUE -     1,370,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

BLDG SERV. & SUPP., REFERRED TO AS SERV
DESCRIBED AS BUILDING SERVICES
AN INFORMATIONAL EXPENSE
1996 VALUE -       688,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

SECURITY          , REFERRED TO AS SECU
AN INFORMATIONAL EXPENSE
1996 VALUE -       200,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

GRNDS. & MAINT.   , REFERRED TO AS GNDS
DESCRIBED AS GROUNDS
AN INFORMATIONAL EXPENSE
1996 VALUE -        10,750
THEREAFTER - GROWING AT GROWTH RATE CPIG

PAYROLL/BENEFITS  , REFERRED TO AS BENE
DESCRIBED AS PAYROLL/BENEFITS
AN INFORMATIONAL EXPENSE
1996 VALUE -       338,940
THEREAFTER - GROWING AT GROWTH RATE CPIG

MANAGEMENT        , REFERRED TO AS MGNT
DESCRIBED AS MANAGEMENT
AN INFORMATIONAL EXPENSE
1996 VALUE -       150,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

ON SITE OFFADMIN  , REFERRED TO AS ADMN
DESCRIBED AS ON SITE OFFICE/ADMINISTRATION
AN INFORMATIONAL EXPENSE

<PAGE>
                                                                          PAGE 4


1996 VALUE -        73,550
THEREAFTER - GROWING AT GROWTH RATE CPIG

REAL ESTATE TAXES , REFERRED TO AS RETX
DESCRIBED AS REAL ESTATE TAXES
AN INFORMATIONAL EXPENSE
1996 VALUE -       730,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

NON-REIMB. EXPENSE, REFERRED TO AS NONR
DESCRIBED AS NON REIMBURSABLE EXPENSES-MARKETING/OTHER
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -        58,600
THEREAFTER - GROWING AT GROWTH RATE CPIG

REIMBURSABLE EXP. , REFERRED TO AS REIM
DESCRIBED AS TOTAL REIMBURSABLE EXPENSES
AN INFORMATIONAL EXPENSE
+100.0% OF INSR+100.0% OF UTIL
+100.0% OF SERV+100.0% OF SECU
+100.0% OF GNDS+100.0% OF BENE
+100.0% OF MGNT+100.0% OF ADMN
+100.0% OF RETX+100.0% OF REPR

REPAIRS & MAINT.  , REFERRED TO AS REPR
DESCRIBED AS MAINT. & REPAIRS
AN INFORMATIONAL EXPENSE
1996 VALUE -       323,700
THEREAFTER - GROWING AT GROWTH RATE CPIG

OPERATING EXPENSES, REFERRED TO AS OPER
DESCRIBED AS NET OPERATING EXPENSES
CHARGED AGAINST NET OPERATING INCOME
+100.0% OF REIM-100.0% OF RETX

REAL ESTATE TAXES , REFERRED TO AS RTAX
DESCRIBED AS NET TAXES
CHARGED AGAINST NET OPERATING INCOME
+100.0% OF RETX


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -          1.00
1997 VALUE -          2.00
THEREAFTER - CONSTANT

<PAGE>
                                                                          PAGE 5

MANAGEMENT FEE
- --------------

NONE


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 0.000% OF TOTAL RENT

STANDARD METHOD #2 - 0.000% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

<PAGE>
                                                                          PAGE 6



COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

CAPITAL RESERVES
1996 VALUE -       158,000
THEREAFTER - GROWING AT GROWTH RATE CPIG


PRIMARY CLASSIFICATION CODES
- ----------------------------

    1 - RETAIL
    2 - OFFICE


SECONDARY CLASSIFICATION CODES
- ------------------------------

    1 - 1ST LEVEL RETAIL
    2 - 2ND LEVEL RETAIL
    3 - OFFICE < 5,000 SF
    4 - OFFICE > 5,000 SF


COST CENTERS
- ------------

    1 - EXPENSE ESCAL.


SALES VOLUME PROFILE
- --------------------

          PERCENT OF        RELATIVE
MONTH    ANNUAL SALES       VOLUME
- -----    ------------       --------
 JAN           8.33%           1.00
 FEB           8.33%           1.00
 MAR           8.33%           1.00
 APR           8.33%           1.00
 MAY           8.33%           1.00
 JUN           8.33%           1.00
 JUL           8.33%           1.00
 AUG           8.33%           1.00
 SEP           8.33%           1.00
 OCT           8.33%           1.00
 NOV           8.33%           1.00
 DEC           8.33%           1.00
             -------        -------

<PAGE>
                                                                          PAGE 7


TOTALS      100.00%          12.00


GLOBAL RECOVERIES
- -----------------

COMM AREA MAINT   , REFERRED TO AS CAM
ASSIGNED TO COST CENTER      1 - EXPENSE ESCAL.
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE -        5.80/SF
THEREAFTER   - GROWING AT GROWTH RATE CPIG
CAP          - NONE

REIMBURSABLE EXP. , REFERRED TO AS OPEX
ASSIGNED TO COST CENTER      1 - EXPENSE ESCAL.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OFFA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SOUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 3 REFERENCE TENANT(S):

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

# 1 - FORMAT
BASE LEASE DATES:       1/1995 TO 1/1996
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE-             10
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

RECOVERIES: NONE

<PAGE>
                                                                          PAGE 8



COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH         VACANT    SQ FT    MONTHS OF
TERM YEARS.MONTHS     MONTHS  INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ---- ------------     ------  --------   ---------   -----------    -----------
  1        5.00          3      NONE        FREE         YES           YES
  2        5.00          3      NONE        FREE         YES           YES
  3        5.00          3      NONE        FREE         YES           YES
  4        5.00          3      NONE        FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE OFF1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY   OPEX

RENEWAL COMMISSIONS:    GROWTH RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

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

# 2 - RETAIL FORMAT
BASE LEASE DATES:        1/1995 TO 12/1996
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:              10
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH         VACANT    SQ FT    MONTHS OF
TERM YEARS.MONTHS     MONTHS  INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ---- ------------     ------  --------   ---------   -----------    -----------
  1        5.00          3      NONE        FREE         YES            NO
  2        5.00          3      NONE        FREE         YES            NO
  3        5.00          3      NONE        FREE         YES            NO
  4        5.00          3      NONE        FREE         YES            NO

<PAGE>
                                                                          PAGE 9


RENEWAL MINIMUM RENT:
MARKET RATE RETL MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

CAM
ASSIGNED TO COST CENTER        1 - EXPENSE ESCAL.
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - MARKET RATE CAM
THEREAFTER     - GROWING AT GROWTH RATE CPIG
CAP            - NONE

RENEWAL COMMISSIONS: GROWTH RATE COME
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

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

# 3 - SUITE 2             , 1
BASE LEASE DATES:       10/1996 TO 9/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          11,190
PRIMARY CODE:                  2 - OFFICE
SECONDARY CODE:                3 - OFFICE < 5,000 SF
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE OFF1
WITH FREE MONTHS FREE RENT

RECOVERIES.

GLOBAL GROUPING
GLOBAL RECOVERY OPEX

COMMISSIONS:   GROWTH RATE COMN
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE ALTV
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

       LENGTH         VACANT    SQ FT    MONTHS OF
TERM YEARS.MONTHS     MONTHS  INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ---- ------------     ------  --------   ---------   -----------    -----------
   1       5.00          3       NONE       FREE         YES           YES
   2       5.00          3       NONE       FREE         YES           YES
   3       5.00          3       NONE       FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE OFF1 MULTIPLIED BY 1.000

<PAGE>
                                                                         PAGE 10



RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY OPEX

RENEWAL COMMISSIONS:    GROWTH RATE CCMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT








<PAGE>

OFFICES-URBAN, CLASS A
<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                    Going In Cap Rate     Terminal Capital Rate         IRR              Income Growth      Expense Growth    Period
====================================================================================================================================
                      Low        High        Low       High        Low       High       Low       High      Low      High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>         <C>        <C>        <C>         <C>       <C>        <C>       <C>       <C>       <C>       <C>
                    10.00%      10.50%     10.00%     10.00%      12.00%    13.00%     3.00%     3.00%     4.00%     4.00%     10
                     9.50%       9.75%      9.75%     10.00%      11.75%    12.25%     3.00%     3.50%     3.50%     3.50%     10
                     9.00%       9.00%      9.00%     9.00%       12.00%    12.00%     0.00%    10.00%     4.00%     4.00%     10
                     8.00%      10.00%      9.00%     11.00%      10.00%    13.00%     0.00%     4.00%     4.00%     4.00%     10
                     8.00%      10.00%      9.00%     9.00%       11.00%    13.00%     4.00%     5.00%     4.00%     4.00%     10
                     7.50%       9.00%      8.00%     9.50%       10.50%    11.50%     2.00%     3.50%     3.50%     3.50%     10
                     9.00%      10.00%     10.00%     11.00%      11.00%    13.00%     4.00%     4.00%     4.00%     4.00%     10
                     9.50%      10.00%     10.00%     10.50%      11.40%    11.70%     3.00%     4.00%     3.50%     4.50%     10
                    12.00%      12.00%     10.00%     10.00%      15.00%    15.00%     3.00%     4.00%     2.00%     4.00%      5
                    12.00%      12.00%     12.00%     12.00%      14.00%    14.00%     3.00%     3.00%     3.00%     3.00%     10
                     8.50%       9.00%      9.00%     9.50%       12.00%    12.50%     2.00%     3.00%     2.00%     3.00%     10
                     9.50%      10.00%     10.00%     11.00%      12.00%    13.00%     3.00%     3.00%     3.00%     3.00%     10
                                            8.00%     9.00%
                    10.00%      10.00%     10.00%     10.00%      12.50%    12.50%     2.00%     3.00%     3.00%     3.00%     10
                     7.00%       8.00%      9.00%     9.00%       11.00%    11.00%     6.00%     6.00%     4.00%     4.00%     10
                     8.00%       9.00%      9.00%     10.00%      11.00%    12.00%     3.00%     3.00%     3.00%     3.00%     10
                     9.00%       9.25%     10.00%     10.25%      12.00%    12.00%     4.00%     4.00%     4.00%     4.00%     10
===========================================================================================================================
No. of Responses      16          16         17         17          16        16        16         16        16        16
Average              9.16%       9.84%      9.51%     10.04%      11.82%    12.59%     2.81%     4.13%      3.41%     3.66%
===========================================================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                    Going In Cap Rate     Terminal Capital Rate         IRR              Income Growth      Expense Growth    Period
====================================================================================================================================
                      Low        High        Low       High        Low       High       Low       High      Low      High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>         <C>        <C>        <C>         <C>       <C>        <C>       <C>       <C>       <C>       <C>
                     9.50%      11.00%      9.00%     10.50%      14.00%    14.00%     3.25%      3.25%    4.00%     4.00%      5
                     9.00%       9.00%      9.00%      9.50%      11.00%    11.00%     5.00%      5.00%    4.00%     4.00%     10
                     9.00%      10.00%      9.50%     10.00%      11.50%    12.50%                         3.50%     3.50%     10
                     9.50%       9.75%      9.75%     10.00%      11.75%    12.25%     3.50%      4.00%    3.50%     3.50%     10
                     9.00%       9.00%      9.00%      9.00%      12.00%    12.00%     4.00%     15.00%    4.00%     4.00%     10
                     9.00%      11.00%      9.75%     12.00%      11.00%    14.00%     0.00%      4.00%    4.00%     4.00%     10
                     9.00%      10.50%      9.50%     11.00%      11.50%    12.00%     2.00%      3.50%    3.50%     3.50%     10
                     8.00%       9.50%      9.00%     10.50%      11.00%    12.00%     4.00%      4.00%    4.00%     4.00%     10
                     9.50%       9.75%      9.75%     10.50%      11.40%    11.70%     3.00%      4.00%    3.50%     4.50%      5
                    12.00%      12.00%     10.00%     10.00%      15.00%    15.00%     3.00%      4.00%    2.00%     4.00%     10
                    10.00%      10.00%     10.00%     10.00%      12.00%    12.00%     4.00%      4.00%    3.00%     3.00%     10
                     8.50%       9.00%      9.00%      9.50%      12.00%    12.50%     3.00%      5.00%    3.00%     4.00%     10
                     9.00%      10.00%      9.50%     10.50%      12.00%    12.50%     3.00%      3.00%    3.00%     3.00%
                                            9.00%      9.00%
                    10.50%      10.50%     10.50%     10.50%      12.50%    12.50%     2.00%      2.00%    3.00%     3.00%     10
                     9.00%      10.00%      9.00%      9.00%      15.00%    15.50%     5.00%      5.00%    3.00%     3.00%     5-7
                     9.00%       9.00%      9.00%      9.00%      11.25%    11.25%     5.00%      5.00%    4.00%     4.00%     10
                     8.00%       9.00%      9.00%     10.00%      11.00%    12.00%     3.00%      3.00%    3.00%     3.00%     10
                     9.00%       9.25%     10.00%     10.25%      12.00%    12.00%     4.00%      4.00%    4.00%     4.00%     10
==========================================================================================================================
No. of Responses       18         18          19        19          18        18        17         17        18       18
Average              9.25%       9.90%      9.43%     10.04%      12.11%    12.59%     3.34%      4.63%    3.44%     3.67%
==========================================================================================================================
</TABLE>

<PAGE>

                                         QUALIFICATIONS OF DAVID F. MCARDLE
================================================================================

Background

     David F. McArdle is a Director with Cushman & Wakefield, Inc., Valuation
Advisory Services. He joined Cushman & Wakefield in March, 1993 as a staff
appraiser and was promoted to Associate Director in January, 1995. In July, 1996
he was promoted to Director. He entered the real estate business in 1980 with
Oakwood Realty in Huntington, New York and participated as a real estate broker
and property manager. In 1985 he became an officer of Oakwood Builders
Corporation a residential construction firm specializing in single family homes
and townhouses. 

Appraisal Experience

     From 1987 to 1991 he was affiliated with Breslin Appraisal Company of
Huntington, New York as a fee appraiser.

     From July 1991 to March 1993 he was employed with Ray Brower Associates in
Seaford, New York as a staff appraiser.

     Since joining the division Mr. McArdle has performed appraisal and
consulting assignments in over 25 states across the country which have included
office buildings, shopping centers, hotels, industrial buildings, apartment
buildings, marinas, restaurants, golf courses, residential subdivisions and
various special use properties. A list of properties appraised by Mr. McArdle
is available on request.

Memberships, Licenses and Professional Affiliations

STATE OF NEW YORK CERTIFIED GENERAL R.E. APPRAISER-No. 46000009231
STATE OF NEW HAMPSHIRE CERTIFIED GENERAL APPRAISER-No. NHCG-432
STATE OF OHIO CERTIFIED GENERAL REAL ESTATE APPRAISER-No. 412262
CANDIDATE, APPRAISAL INSTITUTE

Education

     Fairfield University 1974-1975
     University of South Florida 1976-1978
     Degree: Bachelor of Science in Business Administration
     Graduated: June 1978

Appraisal Education

     Appraisal Institute and American Institute of Real Estate Appraisers
courses successfully completed.

     #101     -       An Introduction to Appraising Real Property October 1987
     #102     -       Applied Residential Property Valuation; January 1987
     SPPA     -       Standards of Professional Practice Part A; November 1991
     SPPB     -       Standards of Professional Practice Part B; August 1993
     1B-A     -       Capitalization Theory & Techniques, Part A; April 1989
     1B-B     -       Capitalization Theory & Techniques, Part B; August 1992
     2-1      -       Case Studies in Real Estate Valuation; October 1992
     11540    -       Report Writing and Valuation Analysis; July 1994


<PAGE>
                                          QUALIFICATIONS OF TRAVIS W. WALSH
================================================================================

Background

     Actively involved in the analysis and appraisal of real estate since 1972.
Entered the real estate business in 1972 with The Equitable Life Assurance
Society of the United States. Subsequently held positions with Security Mortgage
Investors and with the Franklin Savings Bank of New York as a Staff Appraiser.
In 1977 joined the Appraisal Division of Cushman & Wakefield, Inc. as a Staff
Appraiser; commenced employment as an Appraiser and Consultant with Henry
Boeckmann, Jr. and Associates, Inc. in 1979; subsequently became Vice President
and was appointed Manager of the Stamford, Connecticut office. Joined Cushman &
Wakefield, Inc., New York Appraisal Services 1983 as Assistant Manager of the
New York Office with responsibilities that include the supervision of
professional staff. Elected Assistant Vice President of Cushman & Wakefield,
Inc. in 1988. Named Director of Cushman & Wakefield, Inc. in 1990. 

Experience

     Assignments have involved a wide variety of existing and proposed real
properties, including: office complexes, shopping centers, industrial
properties, hotels and multifamily housing. Assignments have been completed for
mortgage purposes, estates, certiorari proceedings and arbitration hearings, to
aid in the decision making process in the acquisition, disposition and marketing
of real estate and to determine a property's most profitable use.

Memberships

Appraisal Institute (MAI Certificate No. 6260)
New York Metropolitan Chapter

     Finance Committee - 1982
     Education Committee - 1983
     Candidate Guidance Committee - 1983, Vice Chairman
     Continuing Education Committee - 1983, Associate Member
     Admissions Committee - 1988 to date.

American Society of Real Estate Counselors (CRE Certificate No. 1391) New York
Chapter

State Certification and Licenses

New York State Certified as a Real Estate General Appraiser
(Certificate No. 46000005074)

New York State Licensed Real Estate Broker

State of Massachusetts License No. 2707-449686 (Expiration 5/96)

State of Maryland License No. 10450 (Expiration 6/96)

Other Memberships

The Real Estate Board of New York, Inc.


<PAGE>
                                          Qualifications of Travis W. Walsh
================================================================================

Education Background

Lectured - New York University - Real Estate Institute

     Income Capitalization: Advanced Theory & Applications

     Fairfield University - School of Graduate & Continuing
     Education

     Real Estate Investment Analysis

American Institute of Real Estate Appraisers courses successfully completed.

     Investment Analysis (Course VI)
     Urban Properties (Course II)
     Capitalization Theory & Techniques (Course 1B)
     Basic Appraisal Principles, Methods & Techniques (Course 1A)

Society of Real Estate Appraisers credit awarded.

     Case Study - single family dwelling (Exam R-2)
     Principles of Income Property Appraising (Course 201)
     Basic Principles of Real Estate Appraising (Course 101)

Columbia Society of Real Estate Appraisers course successfully completed.

     Real Estate Appraising & Valuations

Real Estate Institute, New York University School of Continuing Education
courses successfully completed.

     Creative Financing
     Real Estate Law
     Principles & Practices of Real Estate

Manhattan College, Bronx, New York, Bachelor of Science, (Business
Administration), 1972

Other Activities

Member - Greenacres Civic Group
     Scarsdale, New York





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

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

                                  COMPLETE APPRAISAL                           
                                  OF REAL PROPERTY                             
                                                                               
                                  Commerce Center                              
                                  2812 Emerywood Parkway                       
                                  Henrico County, Virginia                     

                                  ==============================================
                                                                               
                                  IN A SELF-CONTAINED REPORT                   
                                                                               
                                  As of July 1, 1997                           
                                                                               
                                  Prepared For:                                
                                                                               
                                  Goldman Sachs Mortgage Company               
                                  85 Broad Street                              
                                  New York, New York 10004                     
                                                                               
                                  Prepared By:                                 
                                                                               
                                  Cushman & Wakefield of Washington, D.C., Inc.
                                  Valuation Advisory Services                  
                                  1875 Eye Street, NW                          
                                  Suite 700                                    
                                  Washington, D.C. 20006                       
                                  
<PAGE>

Cushman & Wakefield of Washington, D.C., Inc.                 CUSHMAN &
1875 Eye Street, N.W., Suite 700                             WAKEFIELD(R)
Washington, D.C. 20006                               A ROCKEFELLER GROUP COMPANY
(202) 467-0600

June 18, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

RE: Complete Appraisal of Real Property
    Commerce Center
    2812 Emerywood Parkway
    Henrico County, Virginia

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Washington, D.C., Inc. is pleased to transmit our
appraisal report estimating the market value of the leased fee estate in the
referenced real property.

      As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We particularly call to your
attention to the following special assumption.

      1.    Pursuant to your request, the date of value is July 1, 1997. We
            specifically assumed that no value affecting changes occur between
            the date of inspection, which was June 15, 1997, and the prospective
            date of value.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for the specified use of the Client. It may not be distributed to
or relied upon by other persons or entities without the written permission of
the Cushman & Wakefield of Washington, D.C., Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected and the report prepared by Kelly J. Small under
the supervision of Donald R. Morris, MAI.

      As a result of our analysis, we estimate the prospective market value of
the leased fee estate in the referenced property and subject to the assumptions,
limiting conditions, certifications and definitions set forth herein, as of July
1, 1997, to be:

                   FIVE MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                   $5,700,000
<PAGE>

Mr. Sheridan Schechner
June 18, 1997                                                             Page 2


      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF WASHINGTON, D.C. INC.


/s/ Kelly J. Small
Kelly J. Small
Appraiser
Valuation Advisory Services

                                                                [STAMP]     
/s/ Donald R. Morris                                   
Donald R. Morris, MAI                                  COMMONWEALTH OF VIRGINIA
Manager,  Director                                          DONALD R. MORRIS
Valuation Advisory Services
State of Virginia Certified General Appraiser
No. 4001-002465

                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                              Commerce Center

Location:                                   2812 Emerywood Parkway

General Overview:                           The project comprises a two-story
                                            office building containing a total
                                            of 56,076 square feet of net
                                            rentable area. The improvements were
                                            constructed in 1980 and are situated
                                            on a 4.163 acre site. On the
                                            effective date of appraisal, the
                                            building was 100 percent occupied by
                                            a single tenant (American Home
                                            Funding) through the year 2003.

Interest Appraised:                         Leased fee estate

Date of Value:                              July 1, 1997

Date of Inspection:                         June 15, 1997

Ownership:                                  RF&P Land Corporation

Highest and Best Use:                       Office development, as market
                                            conditions permit

Value Indicators
  Sales Comparison Approach:                $5,400,000 to $5,600,000 (rounded)
    Value Per Square Foot:                  $97 to $99
  Indicated Value:                          $5,500,000

 Income Capitalization Approach
    Estimated Market Rental Rate:           $15.00 SF, Full Service
    Stabilized Vacancy Rate:                4.0%
    Effective Gross Income:                 $606,445
    Operating Expenses                      $134,885
    Real Estate Taxes:                      $40,672
    Net Operating Income:                   $471,560
    Estimated Vacancy Between Tenants:      9 months
    Free Rent:                              None
    Probability of Renewal:                 65%
    Tenant Improvement Allowance
      Shell Space:                          N/A
      New Tenants in Previously
        Occupied Space                      $8.00 per square foot
      Renewal Tenants in Same Space:        $4.00 per square foot
    Estimated Market Rental Growth Rate     3.5%
    Estimated Expense Growth Rate:          3.5%
    Estimated Real Estate Tax Growth Rate:  3.5%

                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary Of Salient Facts And Conclusions
================================================================================

    Reversion Year Capitalization Rate:     10.5%
    Transaction Costs in Reversion Sale:    3.0%
    Discount Rate:                          12.0%
  Indicated Value:                          $5,700,000

Value Conclusion:                           $5,700,000
  Value Per Square Foot:                    $101.65 (Net Rentable Area)
  Implicit Capitalization Rate:             8.3%

Special Assumptions Affecting Valuation:

1.  Pursuant to your request, the date of value is July 1, 1997. We specifically
    assumed that no value affecting changes occur between the date of
    inspection, which was June 15, 1997, and the prospective date of value.

2.  Please refer to the complete list of assumptions and limiting conditions
    included at the end of this report.

                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]

                                    [PHOTO]

                            Front View of the Subject



                               [GRAPHIC OMITTED]

                                    [PHOTO]

                            Interior View of Subject
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                                    [PHOTO]

                    Looking Southeast Along West Broad Street



                               [GRAPHIC OMITTED]

                                    [PHOTO]

                    Looking Northwest Along West Broad Street
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ...............................................................  1
       Identification of Property ..........................................  1
       Property Ownership and Recent History ...............................  1
       Purpose and Function of Appraisal ...................................  1
       Extent of the Appraisal Process .....................................  1
       Date of Value and Property Inspection ...............................  1
       Property Rights Appraised ...........................................  1
       Definitions of Value, Interest Appraised, and Other Pertinent Terms .  2
       Legal Description ...................................................  3

REGIONAL ANALYSIS ..........................................................  4

NEIGHBORHOOD ANALYSIS ...................................................... 19

OFFICE MARKET ANALYSIS ..................................................... 24

PROPERTY DESCRIPTION ....................................................... 35
       Site Description .................................................... 35
       Improvements Description ............................................ 36

REAL ESTATE TAXES AND ASSESSMENTS .......................................... 39

ZONING ..................................................................... 41

HIGHEST AND BEST USE ANALYSIS .............................................. 43

VALUATION PROCESS .......................................................... 45

SALES COMPARISON APPROACH .................................................. 46

INCOME APPROACH ............................................................ 51

RECONCILIATION AND FINAL VALUE ESTIMATE .................................... 64

ASSUMPTIONS AND LIMITING CONDITIONS ........................................ 66

CERTIFICATION OF APPRAISAL ................................................. 68

ADDENDA .................................................................... 69
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      The subject property comprises a two-story office building known as the
Commerce Center, which is located at 2812 Emerywood Parkway in Henrico County,
Virginia. The improvements contains 56,076 net rentable square feet and are
situated on a 4.163 acre parcel. The building is modern in appearance and
functional in design. As of the date of inspection, the property was 100 percent
leased to a single tenant through the year 2003.

Property Ownership and Recent History

      The property is owned by RF&P Land Corporation, who acquired the site in
August 1993 from Manufacturers Life Insurance Company for $3,690,000. We
attribute the difference between the price paid for the property and our value
conclusion to improving market conditions (as discussed in the Office Market
Analysis). According to property management, the building was constructed for
Aetna, who vacated the building in 1989. The building sat vacant for four years
before it was leased to American Home Funding.

      We have reason to believe that the property may now be under contract of
sale; however, after discussing the matter with the owner, we have been unable
to obtain any details of the pending transaction. The present owner considers
this information to be confidential and was not willing to provide details for
our analysis.

Purpose and Function of Appraisal

      The purpose of the appraisal is to estimate the market value of the
leased fee estate. The appraisal is to be used to monitor the performance of a
portfolio asset.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      o   Inspected the exterior of the building and the site improvements and a
          representative sample of tenant spaces with property management.

      o   Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent rental rates and occupancy with the building
          manager.

      o   Reviewed a detailed history of income and expense and a budget
          forecast for 1997.

      o   Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing buildings which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files.

      o   Prepared an estimate of stabilized income and expense (for
          capitalization purposes).

      o   Conducted market inquiries into recent sales of similar buildings to
          ascertain sales price per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers. (See
          detailed sales write-ups in Addenda for more complete information on
          the verification process.)

      o   prepared the Sales Comparison and Income Approaches to value.
<PAGE>

                                                                    Introduction
================================================================================

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on June 15,
1997.

Property Rights Appraised

      The rights being valued are the leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

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

          (1)  Buyer and seller are typically motivated;
          (2)  Both parties are well informed or well advised, and acting in
               what they consider their own best interests;
          (3)  A reasonable time is allowed for exposure in the open market;
          (4)  Payment is made in terms of cash in U.S. dollars or in terms of
               financial arrangements comparable thereto; and
          (5)  The price represents the normal consideration for the property
               sold unaffected by special or creative financing or sales
               concessions granted by anyone associated with the sale.

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market." Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

      Based on the improved sales data presented in this document, coupled with
      our conversations with local property owners, brokers and management
      firms, we have estimated the appropriate exposure time would have been 12
      months for the property.

      Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
      real property interest at the appraised value. Marketing time is presumed
      to start on the effective date of the appraisal. Marketing time is
      subsequent to the effective date of the appraisal and exposure time is
      presumed to precede the effective date of the appraisal. The estimate of
      marketing time uses some of the same data analyzed in the process of
      estimating reasonable exposure time and it is not intended to be a
      prediction of a date of sale. We estimated marketing time to be
      approximately 12 months.

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                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                                    Introduction
================================================================================

      Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

      Leased Fee Estate

      An ownership interest held by a landlord with the right of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Leasehold Estate

      The right to use and occupy real estate for a stated term and under
      certain conditions; conveyed by a lease.

      Market Rent

      The rental income that a property would most probably command on the open
      market; indicated by the current rents paid and asked for comparable space
      as of the date of the appraisal.

      Cash Equivalent

      A price expressed in terms of cash, as distinguished from a price
      expressed totally or partly in terms of the face amounts of notes or other
      securities that cannot be sold at their face amounts.

      Discounted Cash Flow (DCF) Analysis

      The procedure in which a discount rate is applied to a set of projected
      income streams and a reversion. The analyst specifies the quantity,
      variability, timing and duration of the income streams as well as the
      quantity and timing of the reversion and discounts each to its present
      values at a specified yield rate: DCF analysis can be applied with any
      yield capitalization rate and may be performed on either a lease-by-lease
      or aggregate basis.

Legal Description

      The subject is identified as being a portion of Block A, Commerce Center,
among the land records of Henrico County, Virginia. A copy of the metes and
bounds description of the site can be found in the Addenda.

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                                                              CUSHMAN &
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<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

      The dynamic nature of economic relationships within a market area have a
direct bearing on real estate values and the long-term quality of a real estate
investment. In the market, the value of a property is not based on the price
paid for it in the past or the cost of its creation, but on what buyers and
sellers perceive it will provide in the future. Consequently, the attitude of
the market toward a property within a specific neighborhood or market area
reflects the probable future trend of that area.

      Since real estate is an immobile asset, economic trends affecting its
locational quality in relation to other competing properties within its market
area will also have a direct effect on its value as an investment. To accurately
reflect such influences, it is necessary to examine the past and probable future
trends which may affect the economic structure of the market and evaluate their
impact on the market potential of the subject. This section of the report is
designed to isolate and examine the discernible economic trends in the region
and neighborhood which influence and create value for the subject property. A
regional map indicating the location of the subject is presented on the
following page.

Location

      The subject property is located in Henrico County, within the
Richmond-Petersburg Metropolitan Statistical Area (MSA). For statistical
purposes, this area includes Chesterfield, Dinwiddie, Goochland, Hanover,
Henrico, New Kent, Powhatan and Prince George Counties. In addition, this MSA
also includes Charles, Colonial Heights, Hopewell, Petersburg and Richmond
Cities.

      Richmond is located approximately 100 miles south of Washington, D.C. and
is midway between Atlanta and Boston. The City of Richmond is situated at the
end of the navigable portion of the James River, which bisects the city. Founded
in 1737 as a central marketplace of inland Virginia, it linked the piedmont and
mountain areas of Virginia with the seaports at Hampton Roads. In 1779, Richmond
became the state capital which has had a profound effect upon the growth of the
region. Richmond is the home of the Virginia General Assembly, state and federal
courts, and Virginia's capital. The success of the Richmond area is evidenced by
the influx and growth of local businesses, immigration to and population growth
in the area, as well as expansion of the employment base.

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


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                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                               [GRAPHIC OMITTED]

                               METRO RICHMOND, VA
                                  Regional Map
<PAGE>

                                                               Regional Analysis
================================================================================

Demographics

      Demographic statistics for the Richmond MSA are summarized in the
following table.

================================================================================
                           SELECTED AREA DEMOGRAPHICS
                                  RICHMOND MSA
================================================================================
         Population
                2001 Projection                                1,000,848
                1996 Estimate                                    942,346
                1990 Census                                      865,640
                1980 Census                                      761,304
                1980-1990 % Change                                13.70%
                1990-1996 % Change                                 8.86%
                1996-2001 % Change                                 6.21%
         Households
                2001 Projection                                  386,777
                1996 Estimate                                    362,848
                1990 Census                                      331,824
                1980 Census                                      269,289
                1980-1990 % Change                                23.22%
                1990-1996 % Change                                 9.35%
                1996-2001 % Change                                 6.59%
         Median Household Income
                2001 Projection                                  $46,784
                1996 Estimate                                    $40,118
                1990 Census                                      $33,489
                1980 Census                                      $18,293
                1980-1990 % Change                                86.07%
                1990-1996 % Change                                19.79%
                1996-2001 % Change                                16.62%
         1990 Average Home Value                                 $78,111

         1990 % College Graduates                                  18.3%
================================================================================
        Source: Strategic Mapping, Inc.
================================================================================

Population

      According to Strategic Mapping, Inc., the population in the Richmond MSA
has increased dramatically slightly since 1980. In 1980 the population for the
entire MSA was 761,304 which then increased to 865,640 or 13.70 percent in 1990,
The population estimate for 1996 shows a slight slowing trend in the population
as the estimate increased from the 1990 figure to 942,346 or 8.86 percent.
Projections for the year 2001 show an increase expected over the next five year
period of 6.21 percent. This trend shows strong growth across the region.

Households

      The total number of households in the MSA has increased approximately
23.22 percent from 1980 to 1990. The 1990 household figure of 331,824 households
has increased to an estimated figure of 362,848 in 1996 which indicates an
increase of 9.35 percent over the six year period since 1990. Similar to the
overall population growth, the average annual increase

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                                                               Regional Analysis
================================================================================

has decelerated from the previous ten year period to a more normalized basis,
which is still above the national averages. The number of households has been
increasing since 1980, even during periods when the population was shrinking.
This has been possible due to the declining household size which has dropped
from 2.72 persons in 1980 to 2.52 persons in 1996. The number of households is
expected to increase to 386,777 in the year 2001, an increase of 6.59 percent
from the 1996 estimate. The steadily increasing number of households should have
a positive impact on the local economic condition.

Income
      The median income per household in the MSA has increased considerably
since 1980. In 1980 the median household income was $18,293, which increased by
86.07 percent or 8.61 percent per annum to $33,489 in 1990. Based on estimates
from Strategic Mapping, Inc., the 1996 median household income was $40,118. The
1996 estimate indicates that overall growth in the median household income
slowed to 19.79 percent from 1990 to 1996 or a still strong 3.30 percent per
annum. The area is expected to continue in this income growth trend through
2001. A breakdown of the household income characteristics for the MSA is shown
as follows:

================================================================================
                 HOUSEHOLD INCOME CHARACTERISTICS - RICHMOND MSA
================================================================================
                                1980          1990      1996 Est.   2001 Proj.
================================================================================
   $0 - $9,999                  25.6%        12.0%        9.6%         8.1%
   $10,000 - $14,999            15.0%         7.5%        6.1%         4.8%
   $15,000 - $24,999            28.3%        16.5%       13.3%        10.9%
   $25,000 - $34,999            17.5%        16.1%       13.9%        12.1%
   $35,000 - $49,999             9.4%        20.0%       19.5%        17.5%
   $50,000 - $74,999             2.8%        18.1%       20.9%        22.1%
   $75,000 - $99,999             1.4%         5.7%        8.9%        11.5%
   $100,000 - $149,999            --          2.7%        5.6%         9.3%
   $150,000+                      --          1.5%        2.2%         3.7%
   TOTAL                       100.0%       100.0%      100.0%       100.0%
================================================================================
Source: Strategic Mapping, Inc.
================================================================================

Unemployment Rate

      Over the past year, the overall unemployment rate in the Richmond MSA
remained flat. Henrico County had a lower unemployment rate of 3.0 percent as of
year end 1996. The most recent unemployment figure as of March 1997 for Henrico
County was 2.6 percent, which is slightly below the 2.7 percent figure twelve
months earlier. The March 1997 rate for the metro area of 3.3 percent was the
same for the previous period. The metropolitan area has been experiencing an
improvement in the economy. The Richmond MSA has outperformed the nation and the
state in terms of employment over the past few years; and it is anticipated
that it will continue to do so in the future.

      The following tables compare the unemployment rate for the area to that of
the state and national average for the year end averages and the current month
figures.

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                                                              CUSHMAN &
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                                                               Regional Analysis
================================================================================

================================================================================
                                UNEMPLOYMENT RATE
                   COMPARISON BY COUNTY, MSA, STATE, AND U.S.
================================================================================
     Year           Henrico         Richmond         Virginia         U.S.
                     County           MSA
================================================================================
     1996             3.0%            3.7%             4.4%           5.4%
     1995             2.9%            3.7%             4.5%           5.6%
     1994             3.3%            4.4%             4.9%           6.1%
     1993             3.9%            4.9%             5.1%           6.9%
     1992             5.4%            6.7%             6.4%           7.5%
================================================================================
Source: U.S. Department of Labor and Employment Security, Bureau of Labor Market
Information.
================================================================================

================================================================================
                        CURRENT MONTH - UNEMPLOYMENT RATE
================================================================================
        Geographic Area              March 1996              March 1997
================================================================================
        Henrico County                  2.7%                    2.6%
        Richmond MSA                    3.3%                    3.3%
        Virginia                        4.6%                    4.4%
        U.S.                            6.0%                    5.9%
================================================================================
Source: U.S. Department of Labor and Employment Security
================================================================================

      As population in the Richmond area has increased, employment has grown as
existing businesses expanded and new companies located in the area. Local
businesses are attracted to the convenient location between Atlanta and Boston,
competitive tax policies, and excellent transportation systems. In Richmond,
there is no sales tax on raw materials, and no state or local inventory tax on
manufacturing. Furthermore, sales and use tax, corporate income tax, and
unemployment insurance tax rates are low compared to national averages of other
cities. In fact, Richmond has the lowest unemployment insurance tax rate in the
nation, while the worker's compensation rate is seventh in the U.S. The labor
force has an education level as high or higher than other metro areas of
Richmond's size, or larger. Furthermore, Richmond area workers are reportedly 43
percent more productive per worker hour than U.S. workers as a whole, according
to the Metropolitan Economic Development Council. In addition, less than 11
percent of Richmond area workers are unionized, compared to the national average
of 20 percent. These factors have contributed to the influx of employers into
the Richmond area. Richmond's business climate has attracted and retained some
of the most prestigious businesses in the U.S., helping to boost the local
employment base.

      As shown in the following table, with the exception of manufacturing all
industry segments witnessed steady growth. The largest increases came from
services at 3.24 percent followed by T.C.P.U. at 2.87 percent, and construction
at 2.67 percent. The following table illustrates the five year trend for
employment by sector for the Richmond MSA.

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                                                              CUSHMAN &
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<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
================================================================================================
                At-place Employment in the Richmond, Virginia MSA
                                   1992 - 1996
================================================================================================
Category                        1992        1993        1994        1995        1996     Percent
================================================================================================
<S>                          <C>         <C>         <C>         <C>         <C>            <C>
Manufacturing                 62,900      61,400      61,100      60,600      59,700       -1.04

Mining                         7,000       7,000       7,000       8,000       8,000        2.71

Construction                  27,000      27,500      27,900      29,300      30,800        2.67

T.C.P.U                       23,000      24,100      25,000      26,000      26,500        2.87

Wholesale & Retail Trade
                             106,300     108,700     115,000     119,700     120,400        2.52
F.I.R.E.                      38,700      39,700      42,000      42,400      42,900        2.08

Services                     109,200     113,100     118,700     125,000     128,100        3.24

Federal, State & Local        96,300      99,100     100,900      98,300      96,800        0.10
Government
================================================================================================
Total                        464,100     474,300     491,200     502,100     506,000        1.74
================================================================================================
Unemployment Rate -              6.7         4.9         4.4         3.7         3.7          --
Richmond MSA
 Unemployment Rate -             7.5         6.9         6.1         5.6         5.4          --
 USA
================================================================================================
Source: Bureau of Labor Static's
================================================================================================
</TABLE>

      Total employment increased by 0.78 percent over the past year and 1.74
percent over the past five years, in combination with a declining unemployment
rate (as of March 1997), indicates economic stability in the area. We anticipate
slow growth in employment during the next few years and possibly accelerated
growth towards the end of the decade. The largest increases are anticipated in
the services and construction categories with the strengthening economy, with
growth expected from all areas with the exception of government which is
expected to decline. Shown below is the most recent employment by industry in
the subject's area.

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<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
         NON-AGRICULTURAL INSURED EMPLOYMENT BY MAJOR INDUSTRY DIVISION
            April 1996 to 1997 Comparison - Not Seasonally Adjusted
                                RICHMOND AREA MSA
================================================================================
INDUSTRY      Average Employment  SHARE   Average Employment  SHARE     CHANGE

               April 1996 (000's)         April 1997 (000's)
================================================================================
Manufacturing       59.3          11.7%        59.8           11.7%      0.84%
Construction        30.2           6.0%        31.6            6.2%      4.64%
Mining               0.8           0.2%         0.7            0.1%    -12.50%
T.C.P.U.*           26.2           5.2%        26.5            5.2%      1.15%
Trade              118.4          23.4%       120.1           23.5%      1.44%
F.I.R.E**           42.6           8.4%        43.1            8.4%      1.17%
Services           130.1          25.7%       130.6           25.5%      0.38%
Government          98.5          19.5%        98.9           19.3%      0.41%
================================================================================
TOTALS             506.1         100.0%       511.3          100.0%      1.03%
================================================================================
* Transportation, & Public Utilities
** Finance/Insurance/Real Estate
================================================================================

      Over the past year, total employment witnessed a small increase of 1.03
percent. Construction and Retail Trade were the leading industries with an
overall increase of 4.64 percent and 1.44 percent respectively. This offset the
small losses in the mining industry.

      The appraisers have outlined both the major employers in the local market
of Henrico County and the macro market of metropolitan Richmond, Virginia. It
should be noted that in both the metropolitan rankings and the county rankings
the top employment lists include private industry only. As can be seen, the
majority of the employment is trade and service oriented in nature for both
areas. The following charts summarize the major employers within the county and
the MSA.

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


                                      -10-
                                                              CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                              MAJOR AREA EMPLOYERS
                              HENRICO COUNTY (1997)
================================================================================
       Employer                                         Number of Employees
================================================================================
       Circuit City                                        5,000-6,000
       Reynolds Metal                                      4,000-5,000
       Crestar Financial                                   3,000-4,000
       Secours                                             3,000-4,000
       Tri-Son Health Care                                 2,000-3,000
       Via Systems Technology                              2,000-3,000
       American Home Products                              1,000-2,000
       United Parcel Service                               1,000-2,000
       Tysons Ford                                          900-1,000
       Stone Container                                       800-900
================================================================================
Source: Henrico County Office of Economic Development
================================================================================

================================================================================
                              MAJOR AREA EMPLOYERS
                      RICHMOND, VIRGINIA METRO AREA (1997)
================================================================================
       Employer                                          Number of Employees
================================================================================
       Philip Morris USA                                      8,000
       Columbia/HCA Healthcare Corp.                          6.340
       Circuit City Stores                                    5,194
       Reynolds Metals Co.                                    4,300
       Capital One Financial Corp.                            4,064
       Dominion Resources Inc.                                3,803
       Ukrops Super Markets Inc.                              3,585
       Allied Signal Corp.                                    3,400
       Crestar Financial Corp.                                3,252
       Bon Secours Richmond Health                            3,051
       NationsBank Corp.                                      2,726
       Trigon Blue Cross/Blue Shield                          2,705
       Signet Banking Corp.                                   2,501
       DuPont Co.                                             2,500
       Bell Atlantic-Virginia                                 2,445
       Viasystems Technologies Corp.                          2,100
       Food Lion Inc.                                         1,621
       Central Fidelity Banks, Inc.                           1,595
       Richfood Holdings Inc.                                 1,583
       Wal-Mart Stores Inc.                                   1,512
================================================================================
Source Richmond Times Dispatch
================================================================================

Transportation
      The Richmond area is served by four interstate highways creating an
excellent network for entering and exiting the vicinity. Interstate routes 95,
64, 195 and 295 are within the City and serve the metropolitan area. Interstate
95 is the most important north-south highway on the

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


                                      -11-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

eastern seaboard. To the north, it connects Richmond with Washington, D.C. and
other cities in the northeast corridor; to the south, it reaches to Miami,
Florida. Route 95 also traverses downtown Richmond and serves as an expressway
in the local vicinity. Interstate 64, which runs principally east to west, lends
access to Hampton Roads and the Tidewater area of Virginia. To the west, it
intersects with Interstate 81 in the Shenandoah Valley before continuing to West
Virginia and Kentucky. Locally, I-295 forms a semicircle around the metropolitan
area, with an eventual extension south to Prince George County and a southern
connector to Interstate 95 is proposed. Interstate Route 195 gives access to the
portion of Richmond located along the James River. Yet another local expressway
is the Powhite Parkway which links the two halves of the city of Richmond (the
north and south banks of the James River). The Powhite has been extended to the
emerging suburban areas of central Chesterfield County. Several U.S. highways
converge in Richmond, namely, Routes 1, 33, 60, 250, 301 and 360.

      Richmond International Airport has recently undergone a $38 million
expansion, making it a modern state-of-the-art airport. The expansion includes
all-weather second level boarding courses and a new entrance roadway connecting
with Interstate 64. The airport is located 12 miles east of Richmond in Henrico
County. There are over 200 flights daily by American, Delta, Eastern, United and
U.S. Air, plus six regional carriers. Air time to New York is only 60 minutes.

      The Richmond area is a major East Coast rail center. Passenger railways
are utilized by AMTRAK while the major freight railway companies are CSX
Transportation; Richmond, Fredericksburg and Potomac; and Norfolk-Southern.

      The port of Richmond provides an excellent water transportation system for
cargo to Europe, Africa, South America, Canada and the Caribbean. The deep water
port is the westernmost on the north Atlantic and handles over 413,000 tons of
bulk and container cargo annually.

      The Greater Richmond Transit Company (GRTC) provides transportation
services to commuters. The system offers several transit routes in Henrico
County as well as downtown service connecting the financial and retail
districts. Trailways, Greyhound and Groome Transportation charter buses to other
cities.

Education/Recreation

      The Richmond area boasts of numerous colleges and universities in the
vicinity. Among these educational institutions are Randolf-Macon College,
University of Richmond, Virginia Commonwealth University, Medical College of
Virginia, Virginia Union College, etc. Many of the area's public secondary
school systems allocate higher per student expenditures than the national
average. Area school systems have also adopted progressive measures over the
past decade to improve and enhance the normal school criteria. In addition,
there are many prestigious private secondary schools including St.
Christopher's, St. Catherine's, Collegiate, and Benedictine.

      The city of Richmond serves as the cultural and recreational heart of
Central Virginia. There are many museums including the Virginia Museum of Fine
Arts, The Valentine Museum, Museum of the Confederacy, and the Science Museum of
Virginia.

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                                      -12-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                               Regional Analysis
================================================================================

      In addition, Richmond serves as a center for the performing arts at
locations including the Carpenter Center and the Theater Virginia. Local area
residents can also enjoy numerous parklands including James River Park, Bryan
Park and Pocohontas State Park.

Conclusion

      Richmond is centrally located along the East Coast at the northern end of
the Sun Belt. This location contributed to its growth as a business and
industrial area over the last decade. While population and employment growth in
the region have recently diminished, both are expected to continue growing at
moderate rates during the 1990s. The moderate cost of living, low taxes and
strong economics appeal to Richmond businesses. Transportation networks and
waterways that make Richmond attractive to corporations also make it attractive
to individuals. Overall, the Richmond area is expected to prosper moderately in
the future.

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


                                      -13-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          OFFICE MARKET ANALYSIS
================================================================================

Richmond Metropolitan Office Market

      Richmond is the capitol of Virginia and is headquarters to 14 Fortune 500
Companies. The office market is segmented by location within the metropolitan
area, with the Central Business District (CBD) of Richmond being the oldest
segment. As the office market expanded around the CBD, new development was
categorized into four quadrants: northwest, northeast, southwest and southeast.
Most of the growth in past decade occurred in the northwest and southwest
quadrants. Although many firms prefer to be located in downtown Richmond,
Henrico County has become a new growth area for office park development. The
campus style office development became increasingly popular in the 1980s.
Development has generally expanded away from the urban core into northwest
Henrico County (just south of Interstate 295). The amount of office space in the
eastern quadrants is so insignificant that reliable statistics for these areas
were not available.

       According to Harrison & Bates, Inc. 1997 Office Market Report, total
inventory of office space in the Richmond metropolitan area in 1996 was
approximately 18.1 million square feet, with approximately 6.1 million square
feet in the Richmond CBD and 11.9 million square feet in the suburban markets.
The following table presents the geographic distribution of the office inventory
in the metropolitan area, along with other statistical data:

================================================================================
                      Geographic Distribution of Inventory
                       Metropolitan Richmond Office Market
                                  Year-End 1996
================================================================================
   Jurisdiction             Inventory SF    Overall      SF Under     Y-T-D Net
                               (000)        Vacancy     Construction  Absorption
================================================================================
Central Business District     6,131,500      16.36%              0     200,407
Northwest Quadrant            8,048,248       6.23%         80,000     316,002
Southwest Quadrant            3,890,710       9.46%        157,788      68,171
- --------------------------------------------------------------------------------
 Total                       18,070,458      10.36%        237,788     584,580
================================================================================

      As of year-end 1996, the overall vacancy rate stood at 10.36 percent,
continuing a slow recovery from the year-end 1994 vacancy of 12.43 percent. The
continued decline in vacancy is a result of minimal pure speculative office
space brought on the market in recent years. Vacancy was higher in the CBD at
16.4 percent than in the suburbs at 7.3 percent. The Northwest submarket
demonstrated the lowest vacancy rate of 6.2 percent, where it has generally
remained for the past three years. The Southwest Quadrant demonstrated the most
improvement, with vacancy decreasing from 14.44 percent in 1994 to the current
level of 9.46 percent. This is the first decline below ten percent since the
early 1980s. The following table presents the historical vacancy, rental rate
and absorption data, showing a steadily declining vacancy rate and increased
absorption:

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                                      -14-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                         Office Market Analysis
================================================================================

================================================================================
                                 Historical Data
                       Metropolitan Richmond Office Market
                                   1994 - 1996
================================================================================
Year            Inventory SF    Vacancy         SF Under       Net Absorption
                      (000)                  Construction              (SF)
================================================================================
1994             17,430,591      12.43%          62,000           407,215
1995             17,655,281      11.56%         352,000           344,077
1996             18,070,458      10.36%         237,788           584,580
================================================================================
        Annual Averages          11.44%         217,263           445,291
================================================================================

      Lenders' strict underwriting criteria, limited market demand, and the
increase in sublet market space as a result of corporate consolidations and
downsizing all contributed to the lack of office construction in 1994. In 1995
and 1996, construction of office space increased, with a total of 352,000 and
237,788 square feet of space completed, respectively. Most of the new
construction in 1996 occurred in the Southwest Quadrant, accounting for 157,788
square feet or 66 percent of total new construction. The remaining 80,000 square
feet of new space was delivered in the Northwest Quadrant and included five
build-to-suits within the Innsbrook Office Park, some of which included
speculative office space (minimal). No new construction was delivered in the
CBD, as it continues it slow recovery with a glut of Class C space.

      The market absorbed 584,580 square feet in 1996, an increase of 70 percent
over the 1995 figure. This level approximates the average annual absorption
between 1992 and 1996 of 541,159 square feet. The Northwest Quadrant absorbed
the largest amount of space in 1996 totaling 316,002, or 54 percent of total
absorption.

Current Construction Activity

      Only build-to-suit construction is expected through 1997 and 1998, as
developers are still having difficulty financing purely speculative projects.
According to numerous sources throughout the market, one of the most important
and far reaching commercial real estate developments over the past two years was
the announcement by Motorola's plans to build a major semi-conductor plant in
Goochland County. The company exercised an option to purchase 230 acres in the
West Creek Corporate Center. Long term plans call for construction of several
million square feet of buildings and the creation of an initial 5,000 jobs. This
location is only minutes from the subject area and will likely increase demand
from semi-conductor clients and associated firms.

      Discussions with local market participants indicated that Northwest
Richmond is a developers market, given the lack of available space. A number of
major corporations, such as Wheat First, Circuit City, Virginia Mutual Insurance
Company and Heilig Meyers, have built or are starting construction of their own
buildings. The Innsbrook area appears to be the most attractive site for office
development, with several deliveries expected by year-end 1997. A summary of
buildings currently under construction is highlighted below.

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                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

================================================================================
                          Buildings Under Construction
                               Northwest Quadrant
================================================================================
Building                  Size (SF)       SF        Available     Asking Rental
                                       Available                     Rate (SF)
================================================================================
Glen Forest Medical         40,000           0           0%              N/A
Virginia Mutual             64,000      35,000        54.7%            $17.25
Wheat First                100,000      70,000        70.0%            $17.00
================================================================================

Investment Market
      The investment market in the metropolitan Richmond area has been active.
Since 1995, there has been a marked turnaround in property sales in the office
market, with buyers motivated by the turnaround in the market and the potential
appreciation of property values. Sellers are no longer lenders, as many of the
distressed situations have been resolved. Buyers returning to the market include
REITS, pension funds, insurance companies and local or regional investors. With
a higher concentration of available capital, the metropolitan market has
experienced rising prices on average. The table on the following page depicts
historical and recent office building sales that have occurred in the suburban
Richmond market.

      The sales indicate a wide range in unit values from a low of $30.58 to a
high of $114.94 per square foot of rentable area. As depicted, real estate
values have stabilized throughout suburban Richmond over the past two years.
Class A and B properties located in highly desirable office parks with high
occupancy sold in the range of $85.00 to $110.00 per square foot. The Southwest
Quadrant office sales were generally lower than those in the Northwest Quadrant,
selling in the $80.00 to $90.00 per square foot range. Property values in the
downtown market continue to be depressed, with few sales occurring.

      Apartment communities joined by suburban office properties as currently
the most desirable investment property type. In the office market, the few
downtown building sales were dwarfed by activities within the suburbs, with the
strongest action in the Northwest Quadrant. Highwoods REIT was the most active
buyer, purchasing a number of buildings in Innsbrook. In the Southwest Quadrant,
Brookdale Investors purchased two buildings in Moorefield, while two other
buildings were purchased by Commonwealth Atlantic Properties (formerly RF&P) in
The Arboretum.

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                                      -16-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

================================================================================
                          Office Building Sales Summary
                                Suburban Richmond
================================================================================
Bldg. Address                   Size(SF)   Yr Built Occup. Sale Date  Price (SF)
================================================================================
Vistas at Brookfield             70,582      1985     95%    05/97      $82.74
Pioneer Building                 49,019      1987    100%    05/97      $76.50
Moorefield V                     42,000      1986     96%    04/97      $86.67
4101 Cox Road                    58,184      1990     95%    12/96     $103.12
804 Moorefield Park Dr.          51,307      1985    97.5%   12/96      $83.81
808 Moorefield Park Dr.          47,230      1987    100%    11/96      $69.87
4701 Cox Road                   100,178      1990     99%    06/96     $106.90
Arboretum VI and VII            103,986      1990     95%    06/96      $85.54
4881 Cox Road                   108,000      1996    100%    02/96     $101.16
Vantage Place                    55,374   1986-88     96%    09/95      $79.28
Vantage Pointe                   63,867      1990     95%    09/95      $84.71
Owens & Minor                    63,000      1989    100%    09/95     $114.94
Markel & Mercer Buildings       197,260   1987/90    100%    07/95      $98.35
Proctor-Silex                    97,253      1988     99%    07/95      $85.53
Colonnade at Innsbrook           65,757      1986     98%    12/94      $88.36
Aetna Office Building           101,293      1990     98%    12/94      $83.91
Markel Building                  71,745      1988     95%    09/94     $100.36
Koger Southside                 131,000      1986     84%    09/94      $55.00
Progressive Building             70,260      1987     90%    06/94      $83.09
Allstate Building                39,281      1985    100%    03/94      $77.65
10710 Midlothian Tnpk.          152,000      1989     64%    07/93      $36.98
2820 Waterford Lake Dr.          42,718      1989     69%    05/93      $40.97
9321-27 Midlothian Tnpk          63,770      1984     64%    03/93      $30.58
================================================================================

Land Values

      Over the past year, there has been an increased level of sales activity
for vacant office sites. However, tightened credit, a drop in new construction
and poor performance among improved properties has limited the pool of potential
buyers of office land. In addition to poor demand for office sites, there is a
glut of land available for development and for sale. Some of these projects
include Gateway, Boulders, Bellgrade, Stony Point, Westerre, Innsbrook,
Moorefield, West Creek, etc. At present, there are over 1,000 acres of office
land available for development in established office parks throughout the
region. In addition to these sites available in park developments, there are
many single office tracts dispersed throughout the Richmond suburbs available
for sale.

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


                                      -17-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      As with the improved sales, the land sale price trend is upward. The
primary hub of activity is located several miles northwest of the subject in the
Innsbrook Office Park, where property values have increased as demand for office
space in this park continues to strengthen. Prior to 1994, land tracts were sold
from former lenders or institutions regulated by the Resolution Trust
Corporation (RTC), and buyers would only purchase land at cut-rate prices. As
noted in the following table, recent activity includes a clear increase in the
demand for and price of office land.

================================================================================
                            Office Land Sales Summary
                       Metropolitan Richmond Office Market
================================================================================
    Location                          Net Area  Sale Date Sale Price Price/Acre
                                       (Acres)
================================================================================
Innslake Drive                           2.90    02/97     $555,500    $191,552
Innsbrook, VA

Lake Brook Drive                         8.00    11/95   $1,200,000    $150,000
Innsbrook, VA

North Park Drive                         7.97    07/95     $995,625    $125,000
Innsbrook, VA

North Park Drive                        12.84    07/95   $1,605,000    $125,000
Innsbrook, VA

Cox Road and Nuckols Road                5.00    01/95     $750,000    $150,000
Innsbrook, VA

Innsbrook Drive @ The Overlook          52.00    12/94   $5,096,000     $98,000
Innsbrook, VA

Lakebrook Drive                          5.50    11/94     $808,500    $147,000
Innsbrook, VA

Westerre Office Park @ Gaskin Road      10.67    05/94     $880,400     $82,511
Innsbrook, VA

Polo Parkway/Bellgrade                   4.14    10/93     $372,877     $90,165
Chesterfield County, VA

Cherokee Road/Stony Point               40.28    07/93   $2,202,483     $54,723
City of Richmond, VA

Waterfront Dr/Innsbrook                  6.60    03/93     $485,000     $73,484
Henrico County, VA
================================================================================

      The appropriate unit of comparison in suburban Richmond is the price per
usable acre. The preceding sales represent both speculative investors and
build-to-suit/owner-occupant sales. The most recent sale, however, involved the
purchase of a site within Innsbrook for development of a Homewood Suites hotel.
These sales represent a trading range from $54,723 per usable acre to $191,500
per usable acre. Market participants indicated that, due to the limited
availability of space, the market is shifting to a development market. This is
expected to continue to place upward pressure on land prices within the market.

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


                                      -18-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

Summary of Metropolitan Office Market

      Although some submarkets remain soft, the overall vacancy rate continues
to decline, and the remaining available space tends to be less desirable. The
Northwest Quadrant, in particular, is leading the region in net absorption and
vacancy. We believe that over the next several years, the metropolitan office
market should reach a more stabilized position both from an occupancy and lease
rate standpoint.

Northwest Quadrant Office Market

      The subject property is located in Henrico County within the Northwest
Quadrant. This quadrant is the largest submarket in terms of total rentable
area, with 8.0 million square feet of office space, or 45 percent of total
inventory. The Southwest Quadrant and CBD have 3.8 million square feet and 6.1
million square feet, respectively. Within the Northwest Quadrant, the Innsbrook
Office Park is considered the prime office location within the greater Richmond
area. The Innsbrook Office Park includes a total of 3.5 million square feet of
space, or approximately 44 percent of the entire Northwest Quadrant. The
following table presents the historical vacancy and absorption data for the
Northwest Quadrant.

================================================================================
                                 Historical Data
                               Northwest Quadrant
                                   1994 - 1996
================================================================================
      Year         Inventory SF      Vacancy       SF Under     Net Absorption
                           (000)                  Construction              (SF)
================================================================================
      1994            7,535,932        6.20%          52,000          241,525
      1995            7,744,618        6.64%         332,000          161,764
      1996            8,048,248        6.23%          80,000          316,002
================================================================================
          Annual Averages              6.35%         154,667          239,764
================================================================================

      Taken as a whole, the Northwest Quadrant office market exhibited an
overall vacancy rate of 6.23 percent as of year-end 1996. As depicted, vacancy
has remained relatively stable over the past three years despite new deliveries
and increased absorption. However, the vacancy rate has improved significantly
in this submarket over the past six to seven years, with the current vacancy
rate representing an 11.0+/- percent decline from year-end 1990, when it was
17.20 percent.

      Although vacancy for the submarket as a whole has remained relatively
stable, a breakdown by Class indicates that vacancy for Class A space has
continued to decline, with minimal Class A space availability. The lack of
significant new construction, coupled with positive absorption, has led to a
shortage of large blocks of Class A office space. According to Morton G.
Thalhimer, Inc.'s April 1997 Office Market Survey, Class A vacancy was 1.70
percent, compared to 9.20 and 24.66 percent for Class B and C space,
respectively. The most significant vacancy remains within the Class C market,
which increased its vacancy from 19.0 percent at year-end 1995 to the current
level of 24.66 percent. The following table illustrates the historical vacancy
for Class A space within the Northwest Quadrant.

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                                      -19-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

================================================================================
                                 Historical Data
                        Class A Space Northwest Quadrant
                                   1992 - 1996
================================================================================
    Year               Inventory SF                   Vacancy
                              (000)
    4/92                 4,609,013                     16.45%
    4/93                 4,609,013                      7.83%
    4/94                 5,086,263                      5.61%
    4/95                 5,341,839                      4.58%
    4/96                 5,545,839                      3.88%
    4/97                 6,698,886                      1.70%
================================================================================
Source: Morton G. Thalhimer, Inc. (April 1997)
================================================================================

      Despite tight market conditions within the Northwest Quadrant for the past
three years, rental rates for Class A space have edged up only slightly, while
rates for Class B and C remained flat, keeping those properties competitive with
Class A product. Due to the lack of space availability within the Class A
market, brokers anticipate continued upward pressure on rental rates. Free rent
and tenant improvement allowances are currently limited in the Northwest
Quadrant, as tenants generally prefer the lowest possible base rental rate.

      The general consensus is that tenants will have to sign concession free
leases at a rate of $16.50 to $17.00 per square foot for multi-tenant Class-A
buildings in the Northwest Quadrant by year-end 1997. These figures do not
reflect that, while face rents have increased somewhat, concession packages have
diminished significantly. Many landlords in the market depicted limited tenant
improvement packages and no free rent allowances in recent deals. Furthermore,
landlords have been able to obtain an expense reimbursement from some tenants,
which has been absent from Richmond office leases for some time.

      Brokers and investors were surveyed as to their opinions of rent spikes,
given the lack of available Class A space within the market. Several brokers
indicated that there would be a potential for rent spikes; however, this notion
has not come to fruition over the past two years and is not likely to occur
because of the large amounts of vacant land available for development. Moreover,
with continued construction of space (even build-to-suits), the potential for
rent spikes lessens. Over the past year, rental rates edged up only slightly
from an average of $15.75 per square foot to $16.25 per square foot, an increase
of about 3.0 percent. Investors surveyed indicated that rent spikes were highly
speculative and generally not incorporated into their purchase decisions.
Although many investors felt that rental rates may in fact grow at a rate
greater than inflation over the short term, they are typically unwilling to make
this assumption in their investment projections.

      As can be seen, the forces of supply and demand have pushed the Northwest
Quadrant Class A office market toward a landlord's market, with a shortage of
supply as evidenced by the declining vacancy factor, increased rental rates, and
declining concessions. Market participants expect rents to continue to increase
and reach a level which will justify speculative development in the near term.

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


                                      -20-
                                                              CUSHMAN &
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                                                     ---------------------------
<PAGE>

                               [GRAPHIC OMITTED]

                                Neighborhood Map
<PAGE>

                                                          Office Market Analysis
================================================================================

Micro Market Survey

      The subject property is located on Emerywood Parkway, just north of the
intersection of West Broad Street and Interstate 64 (I-64). Both I-64 and West
Broad Street provide convenient access to the Central Business District (CBD) of
Richmond about five miles southeast. I-64 also provides direct access to I-295
about six miles northwest. These interstates provide accessibility and
convenience throughout the metropolitan area and provides direct access to
Interstate 95, which is the main north/south artery on the east coast.

      Predominant land uses in the area consist of a mixture of commercial
development, including retail centers and office buildings, single-family
attached and detached, and multi-family residential developments, as well as a
wide variety of highway commercial uses along the major roadways.

      The subject is located within Commerce Center, an office park comprising
primarily single tenant users and owner-occupants including the Christian
Children's Fund, the Baptist Board, and Crestar Operations Center. We conducted
a micro-market analysis, concentrating on competing office buildings, containing
a total of 317,000+/- square feet. These projects, presented on the following
table, are more indicative of the subject's competition than the entire suburban
market as previously examined. The competition for the subject comes from other
Class A and good quality Class B office buildings in Commerce Center and the
surrounding areas along West Broad Street. These buildings are generally low to
mid-rise suburban office buildings, built in the 1980s, with surface or
structured parking in similar settings.

      The buildings in the micro-market range in size from 43,300 to 84,681
square feet. Asking rental rates range from $15.00 to $16.50 per square foot,
full service, for conventional office space. The overall vacancy indicated by
the surveyed buildings was 0 to 5.0 percent, with three of the competitive
projects fully occupied. Relative to its competition, the subject represents an
older building in the market. It is typical in terms of quality and finishes for
most of the competitive buildings and is considered to be Class A/B building in
this market.

================================================================================
                             Competitive Properties
================================================================================
      Name/Location             Year Built  Total SF  Vacancy %    Quoted Rents
================================================================================
Vistas @ Brookfield               1985      70,582      5.0%     $15.50 - $16.50
5516 and 5540 Falmouth Avenue

Allstate Building                 1986      43,300        0%         $16.00
4191 Innslake Dr.

Commerce Plaza                    1981      84,681      2.0%         $15.50
2809 Emerywood Parkway

Cigna Building                    1984      46,914        0%         $15.50
4198 Cox Rd.

AT&T Building                     1985      71,490        0%     $15.00 - $15.50
4121 Cox Road
================================================================================
TOTAL                             N/A                   1.4%     $15.00 - $16.50
================================================================================

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<PAGE>

                                                          Office Market Analysis
================================================================================

Summary

      The Northwest Quadrant is continuing its strong absorption and rental rate
growth trends. Investment activity in the office market has also continued to be
active. With healthy absorption in the Northwest Quadrant, the vacancy rate has
remained near 6.0 percent over the past three years. Recent trends in the market
include increasing rental rates, lower vacancy rates, and the potential for new
speculative or build-to-suit construction.

      The subject property benefits from its location at an easily accessible
intersection in western Henrico County. The neighborhood bodes well for the
subject property in terms of demand generated for office space due to the
excellent access and transportation arteries.

      Based on the characteristics of the neighborhood, we believe continued
investment in stabilized properties is warranted. The area appears stable and
improving. We project that growth will continue to be positive.

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


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<PAGE>

                                 SCHEDULE "A-I"

                                      Plat


                               [GRAPHIC OMITTED]

                                     [MAP]

            [Property Name: 2812 Emerywood Parkway, Richmond, Virginia]
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description

Location:                           North side of Emerywood Parkway, west of
                                    Broad Street. The street address is 2812
                                    Emerywood Parkway, Henrico County, Virginia

Shape:                              Basically rectangular

Area:                               4.163 acres (181,340 square feet)

Frontage:                           The site has frontage along the north side
                                    of Emerywood Parkway.

Topography/Terrain:                 Basically level and at street grade.

Street Improvements

 Emerywood Parkway:                 Asphalt paved, concrete curbs and sidewalks,
                                    street lighting and storm drains. Emerywood
                                    Parkway is the main roadway through the
                                    office park.

Soil Conditions:                    We not receive or review a soil report.
                                    However, we assume that the soil's
                                    load-bearing capacity is sufficient to
                                    support the existing structures. We did not
                                    observe any evidence to the contrary during
                                    our physical inspection of the property. The
                                    tract's drainage appears to be adequate.

Utilities

    Water & Sewer:                  Henrico County
    Electricity:                    Virginia Power Company
    Telephone:                      Bell Atlantic Telephone

Access:                             Primary access is from Emerywood Parkway.

Land Use Restrictions:              We were not given a current title report to
                                    review. We do not know of any easements,
                                    encroachments, or restrictions that would
                                    adversely affect the site's use. However, we
                                    recommend a title search to determine
                                    whether any adverse conditions exist.

Flood Hazard:                       According to FEMA Community Panel No.
                                    510077-0050 B National Flood Insurance Rate
                                    Map, dated February 4, 1981, the subject
                                    property appears to be in Zone C, an area
                                    outside the 500 year flood plain where flood
                                    insurance is not required.

Wetlands:                           We were not given a Wetlands survey. If a
                                    subsequent engineering survey reveals the
                                    presence of regulated Wetlands areas, we
                                    reserve the right to amend this valuation.

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                                                            Property Description
================================================================================

Site Improvements:                  Concrete curbs and sidewalks and surface
                                    parking for 218 vehicles.

Hazardous Substances:               We were not given a Wetlands survey. If
                                    subsequent engineering data reveal the
                                    presence of regulated wetlands, it could
                                    materially affect property value. We
                                    recommend a wetlands survey by a competent
                                    engineering firm

Comments:                           Good site for office development due to
                                    location and size.

Improvements Description

      The site is improved with a two-story office building known as Commerce
Center, which is located at 2812 Emerywood Parkway in Henrico County, Virginia.
The improvements comprise a Class A/B office building that was constructed in
1980 and contain 56,076 square feet of net rentable area. As of the date of
appraisal, the building was 100 percent occupied by a single tenant (American
Home Funding). According to property management, the building recently underwent
some maintenance including HVAC repairs, new thermostats, etc. at a cost of
approximately $85,000. There is approximately $10.000 remaining in deferred
maintenance for roof and parking lot repairs. We have deducted this amount in
year one of the discounted cash flow analysis.

      We were not provided with any plans or construction specifications for
this property. The following description is based on our visual inspection and
discussions with the building manager. We inspected several, but not all areas
of the building. We noted the finish to be good quality and in good condition,
in those areas. Following are the construction details for the subject
improvements based on our inspection of the property.

General Data

     Year Built:                    1980

     Building Area

        Net Rentable Area (NRA):    56,076 square feet

     Number of Stories:             2

Construction Detail

     Foundations:                   Concrete slab

     Framing:                       Steel

     Floors:                        Concrete slab

     Exterior Walls:                Brick

     Roof Structure:                Flat built-up tar and gravel

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                                                            Property Description
================================================================================

      Roof Cover:                   Insulated membrane roofing

      Windows:                      Metal frame, insulated double glaze

      Pedestrian Doors:             Double set of double glass in metal frame
                                    doors

Mechanical Detail

      Heating and Cooling:          Two rooftop compressors.

      Electrical Service:           Assumed to meet code

      Elevator Service:             The building is served by a small 2,500
                                    pound elevator.

Fire Protection:                    Sprinklered

Interior Detail

      Layout:                       The building is served by a central
                                    lobby/reception area with an open stairwell
                                    and two-story glass atrium. The office area
                                    comprises primarily open space, with some
                                    perimeter offices.

      Floor Covering:               Primarily carpet in the office areas and
                                    ceramic tile in the restrooms. The main
                                    lobby contains marble flooring.

      Walls:                        Painted gypsum wall board on metal studs.

      Ceilings:                     Ceilings are suspended acoustical tile.

      Lighting:                     Recessed fluorescent

      Rest Rooms:                   Each floor has a set of men's and women's
                                    restrooms.

Americans with

      Disabilities Act (ADA):       The Americans With Disabilities Act (ADA)
                                    became effective January 26, 1992. We have
                                    not made, nor are we qualified by training
                                    to make, a specific compliance survey and
                                    analysis of this property to determine
                                    whether or not it is in conformity with the
                                    various detailed requirements of the ADA. It
                                    is possible that a compliance survey and a
                                    detailed analysis of the requirements of the
                                    ADA could reveal that the property is not in
                                    compliance with one or more of the
                                    requirements of the Act. If so, this fact
                                    could have a negative effect upon the value
                                    of the property.

Hazardous Substances:               We are not aware of any potentially
                                    hazardous materials (such as formaldehyde
                                    foam insulation, asbestos insulation, radon
                                    gas emitting materials, or other

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


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                                                            Property Description
================================================================================

                                    potentially hazardous materials) which may
                                    be used in the construction of the
                                    improvements. If concerns exist in this
                                    area, we recommend that a professional
                                    engineer be engaged.

Other Site Improvements

     On-Site Parking:               28 surface parking spaces, or 3.9 spaces per
                                    1,000 square feet of building area

     Landscaping:                   Good, mature trees, shrubbery around the
                                    building and parking lot perimeter

Comments:                           The quality of the subject improvements is
                                    rated good. The layout and functional plan
                                    are considered good for a single tenant
                                    user. Deferred maintenance items include
                                    roof and parking lot repairs estimated by
                                    property management at $10,000. The normal
                                    life expectancy of a building of this type
                                    is 45 years. We consider the effective age
                                    to be equal to be 12 years, leaving an
                                    estimated remaining economic life of 33
                                    years.

                                    We did not inspect the roof of the building
                                    or make a detailed inspection of the
                                    mechanical systems. The appraisers, however,
                                    are not qualified to render an opinion as to
                                    the adequacy or condition of these
                                    components. The client is urged to retain an
                                    expert in this field if detailed information
                                    is needed about the adequacy and condition
                                    of mechanical systems

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


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<PAGE>

                                               REAL ESTATE TAXES AND ASSESSMENTS
================================================================================

      The subject property is identified for real estate assessment and taxation
purposes by Henrico County, Virginia as parcel 81-8-A-2. Henrico County assesses
commercial property annually through a computer analysis of comparable sales.
The assessed values reflect full market value. Every two to five years, the
County will physically inspect each property. Present rules do not call for
automatic reassessment upon sale or transfer of ownership. The assessments and
tax bills are based on a calendar year basis. The subject property was last
assessed in January 1995.

Tax Rates

         The 1997 tax rate for Henrico County is $0.94 per $100 of assessed
value. The following chart depicts a four-year prior history:

================================================================================
                      Tax Rate Per $100 of Assessed Value
================================================================================
  Taxing Authority      1993        1994        1995        1996        1997
                      Tax Rate    Tax Rate    Tax Rate    Tax Rate    Tax Rate
================================================================================
Henrico County          $0.98       $0.98       $0.98       $0.96       $0.94
================================================================================

      Between 1980 and 1995, the tax rate for Henrico County remained unchanged
at $0.98 per $100 of assessed value. As depicted, the 1996 and 1997 rates
decreased slightly to $0.96 and $0.94 per $100 of assessed value, respectively.
Tax rates tend to increase or decrease based upon the combined influences of
changes in property values and increasing governmental budgetary needs as the
jurisdiction tries to maintain a pace with inflationary pressures. Over the long
term the county tax rates show an upward trend and we would expect tax rates to
increase in incremental bumps. Given the relative flatness of tax rates over the
past decade, we anticipate future increases in the tax rate to be minimal.

Tax Assessment

      The subject's 1997 full cash value and subsequent assessment is outlined
in the following table.

================================================================================
                                 Commerce Center
                         Full Cash Value and Assessment
================================================================================
              Land Value                                 $498,700
              Improvement Value                        $3,765,900
                                                       ----------
              Total Value                              $4,264,600
              Taxable Assessment                       $4,264,600
              Tax Rate                                  x    .094
                                                       ----------
              Taxes Due                                $40,087.24
================================================================================

Ad Valorem Tax Conclusions

      As developed above, the net tax associated with the subject property is
$40,087, or $0.72 per square foot. To measure whether the property's taxes are
market oriented, we analyzed the tax liabilities of comparable properties in the
area, as summarized on the following table.

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


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<PAGE>

                                               Real Estate Taxes and Assessments
================================================================================

================================================================================
                           Real Estate Tax Comparables
                              Innsbrook Office Park
================================================================================
    Building              Size (SF)      Yr Built      R.E.      R.E. Taxes (SF)
                                                      Taxes
================================================================================
The Colonade                65,758         1986       $53,035        $0.81
4050 Innslake Drive

AETNA Building             101,293         1990       $76,982        $0.76
4701 Cox Road

Liberty Mutual Building     58,325         1990       $50,112        $0.86
4101 Cox Road

Allstate Building           43,300         1986       $34,158        $0.79
4191 Innslake Drive
================================================================================

      The real estate taxes of comparable office buildings range from $0.76 to
$0.86 per square foot. The subject property's 1997 actual taxes of $0.72 per
square foot is slightly lower than the range indicated by the comparable
properties; however, the subject property is slightly older than these projects.

      The full cash value for the subject property is 33 percent lower than our
value conclusion. Because present assessment rules do not call for automatic
reassessment upon sale or transfer of ownership, and the tax rate has remained
relatively flat over the past decade, we have not forecast a substantial
increase in real estate taxes in our analysis of the property. Overall, we are
projecting growth in real estate taxes consistent with inflationary
expectations, or about 3.5 percent per year.

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<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned M-1, a light industrial zoning district of
Henrico County, Virginia. The purpose of this zoning classifications is to
provide areas for industrial and manufacturing uses. A wide range of uses are
permitted including manufacturing, fabricating, processing, wholesale
distribution and warehousing facilities, as well as office and retail. The
Henrico Zoning Ordinance is pyramidal with respect to business, industrial and
office zones and essentially, most use allowed in the business and office zone
is permitted in the M-1 district. The following restrictions apply:

        Minimum Lot Area:                None Specified

        Minimum Lot Width:               None Specified

        Maximum Height:                  45 Feet

        Minimum Setbacks:

              Front:                     25 Feet

              Side:                      None, Unless adjacent to a residential
                                         district then 25 feet

              Rear:                      30 Feet

        Off-Street Parking:              One space for every 250 square
                                         feet of floor area. Given the gross
                                         building area of 56,076 square feet, a
                                         total of 224 parking spaces are
                                         required.

      We are not experts in the interpretation of complex zoning ordinances, but
the building appears to conform to current parking requirements. The subject
site has 218 surface parking spaces, which is below the minimum required. As the
building went through the approval process at the time of construction, we
assume that the parking variance was approved and that it is a legal,
non-conforming use. The formal determination of compliance is beyond the scope
of a real estate appraisal.

      To the best of our knowledge, there are no known deed restrictions
(private or public) which would further limit the use of the subject property.
This statement should not be taken as a guarantee or warranty that no such
restrictions exist. Deed restrictions are a legal matter and only a title
examination by an attorney would normally uncover such restrictive covenants.
Thus, an examination by a title attorney is recommended on the subject property
if any questions regarding such restrictions arise.

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


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                                                            HIGHEST AND BEST USE
================================================================================

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute , the highest and best use of
real property is defined as:

        The reasonably probable and legal use of vacant land or an improved
        property, which is physically possible, appropriately supported,
        financially feasible, and that results in the highest value. The four
        criteria the highest and best use must meet are legal permissibility,
        physical possibility, financial feasibility, and maximum profitability.

      We evaluated the sites' highest and best use as if vacant. In this case,
the highest and best use must meet the aforementioned criteria. The use must be
(1) legally permissible, (2) physically possible. (3) financially feasible, and
(4) maximally productive.

Highest and Best Use, As If Vacant

      The first test concerns permitted uses. According to our understanding of
the zoning ordinance noted earlier in this report, the site could be developed
with general office and financial institutions uses. Residential, retail and
industrial uses are not permitted.

      The second test is what is physically possible. As discussed in the
Property Description section, the site's shape, soil, available utilities,
topography, etc. do not physically limit its use given its suburban location.
Additionally, we know of no easements which adversely impact the property. Thus,
the site has no physical limiting conditions, other than size, to restrict its
development.

      The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. After determining those uses which are
physically possible and legally permissible, the remaining uses must be analyzed
in light of their financial feasibility. That is, for a potential use to be
seriously considered, it must have the potential to provide a sufficient return
to attract investment capital from alternative forms of investments.

      The subject lies in the midst of office development. Additional office use
would be logical and consistent with surrounding uses. Other successful office
developments have been developed in the area, leading to the conclusion that
another similar use may also succeed. With the site's good access and excellent
location within the Northwest Quadrant office market, prospective tenants would
likely be interested in this location. Accordingly, we conclude that the highest
and best use of the subject would be to develop an office building.

      Although the office market in which the subject competes is showing
improvement in vacancy and rental rates, the rent level is still insufficient to
support the cost of new speculative construction. Currently, with the exception
of the pre-leased office space, there are no speculative buildings underway in
the subject neighborhood. Furthermore, this has been the case for the past five
years. This attests to the limited feasibility of new construction in the
subject market, however, as rental rates continue to increase, new construction
is anticipated to be feasible in the near future. A recent survey by the Morton
G. Thalhimer brokerage firm indicated that new speculative construction may be
seen in the market within one to two years.

      Based on the foregoing, development of the site, as if vacant, with a
speculative office building appears unlikely at the present time. Nevertheless,
there are a number of larger

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                                                            Highest and Best Use
================================================================================

tenants in the marketplace and a distinct lack of large availabilities.
Therefore, development of the site on a build-to-suit basis could begin soon.

As Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained as is so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      The highest and best use "as vacant" and "as improved" must be compatible.
If the site value as though vacant is greater than the property as improved
(less demolition cost), then existing improvements have no value. Sometimes,
however, existing improvements have interim use value. If the highest and best
use of the site as though vacant is holding for future development, then the
improvements might make a short term contribution to property value.

      As noted in the Property Description section of this report, the subject
site is improved with a two-story buildings totaling 56,076 net rentable square
feet. Completed in 1980, the improvements are functional in design for a single
tenant user and are of good quality when compared to suburban office
developments in Henrico County. The building is currently 100 percent occupied
by a single tenant.

      The data within the Office Market Analysis section revealed that the
submarket in which the subject competes has a vacancy rate of less than five
percent and steadily increasing rents. As improved, the subject is capable of
providing an adequate return to the land both on an intermediate and long-term
basis. This conclusion is supported by the data and analysis presented in the
balance of this report. This premise is obviously contingent upon property
management utilizing a course of action which will be conducive to maximizing
occupancy and rent levels. For these reasons, it is our opinion that the highest
and best use of this site, as improved, is for continued use as a single-tenant
office project.

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                                                               VALUATION PROCESS
================================================================================

      Appraisers typically use three approaches in valuing improved property.
These include the Cost Approach, the Sales Comparison Approach and the Income
Approach. The type and age of the property and the quantity and quality of data
affect the applicability of each approach in a specific appraisal situation. The
strengths and weaknesses of each approach utilized are weighed in the final
analysis with the approach or approaches offering the greatest quantity and
quality of supporting data given most consideration in the final analysis. In
this appraisal, we have used the Sales Comparison Approach and the Income
Capitalization Approach to develop a market value estimate. In addition, we have
provided a replacement cost estimate in the Addenda.

      The Cost Approach was not performed for the following reasons:

      o    As discussed in the Highest and Best Use section, new construction is
           not feasible in the subject market at the present time. Consequently,
           some external/economic obsolescence is inherent in the
           reproduction/replacement cost new of the subject improvements.
           Quantifying this form of obsolescence is highly subjective and very
           theoretical. As a result, the reliability of this approach becomes
           very suspect under these circumstances.

      o    The investment marketplace does not typically trade buildings such as
           the subject on a cost/value basis.

      o    The value being sought is the leased fee estate, whereas the Cost
           Approach normally depicts the fee simple estate. Therefore, the
           interest being appraised cannot be reflected by the Cost Approach in
           its traditional form.

      o    Market participants do not typically use this approach as a
           determinant of value but rather as a reasonableness test that they
           are paying less than replacement cost. While not justification in
           itself to omit the approach, it does underscore its overall lack of
           relevance in the market place.

      o    This approach is more relevant for new construction or where
           sufficient information is available to reasonably estimate the
           replacement cost new of the improvements and land,

      o    The subjectivity of accurately estimating accrued depreciation of the
           existing improvements significantly limits the reliability of this
           approach.

      In the Sales Comparison Approach, we performed the following steps:

      o    Searched the market for recent office building sales;

      o    Analyzed those sales on the basis of the sales price per square foot
           (net rentable area); and

      o    Correlated the various value indications into a point value estimate
           from within the range.

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                                                               Valuation Process
================================================================================

      In developing the Income Capitalization Approach, we:

      o    Studied rents in effect in the immediate and competing areas to
           estimate potential rental income at market levels for office, and
           industrial uses.

      o    Studied the recent history of operating expenses at the subject
           property and competing properties to estimate an appropriate level of
           stabilized expenses and reserves for replacement.

      o    Estimated net operating income by subtracting stabilized expenses
           from potential gross income after deduction for vacancy and
           collection loss. Prepared a discounted cash flow analysis in which
           the estimated income and expenses over a projected holding period,
           and the estimated property value at the time of reversion, are
           discounted at an appropriate rate to estimate present market value.

      In estimating the final value, we performed the following:

      o    Reviewed and re-examined each of the approaches to value which were
           employed.

      o    Considered the type and reliability of the data used and
           applicability of each approach.

      o    Reconciled the approaches to a final value conclusion.

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


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                                Comparable Sales
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      Inherent in the Sales Comparison Approach is the principle of
substitution, which holds that when a property is replaceable in the market, its
value tends to be set at the cost of acquiring an equally desirable substitute
property, assuming that no costly delay is encountered in making the
substitution. We have compared the subject property to several relevant property
sales.

      By analyzing sales which qualify as arm's-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. Comparability in physical, locational and economic characteristics are
important criteria when selecting the sales for comparison with the subject
property. The basic steps involved in the application of this approach are as
follows:

      (1)  researching recent, relevant property sales and current offerings
           throughout the competitive area;

      (2)  selecting and analyzing those properties considered most similar to
           the subject, considering changes in economic conditions that may have
           occurred between the sale date and the date of value, and other
           physical, functional or locational factors;

      (3)  identifying the sales which include favorable financing and calculate
           the cash equivalent price;

      (4)  reducing the sale prices to common units of comparison, such as price
           per square foot of building area (in this net rentable area);

      (5)  making appropriate adjustment between the comparable properties and
           the property appraised; and

      (6)  interpreting the adjusted results and drawing a logical value
           conclusion.

      In this instance, the sale prices inherent in the comparables were reduced
to those common units of comparison that can be used to analyze improved
properties that are similar to the subject. Considering the available units of
comparison, one of the most important benchmarks used by buyers and sellers of
office building is price per square foot of net rentable area (NRA).

      The following summary chart includes recent transactions of suburban
office buildings from which price trends can be identified for the extraction of
value parameters. The complete survey results on each property appear in detain
in the Addenda of the report.

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                                                       Sales Comparison Approach
================================================================================

                                 Commerce Center
                             2812 Emerywood Parkway
                            Henrico County, Virginia

                            Summary of Building Sales
<TABLE>
<CAPTION>

======================================================================================================================
                                                                  Net                  Cash      Sale Price    Overall
  Sale                                              Year Built  Rentable    Percent  Equivalent    Per SF       Rate
   No.   Name/Location                   Sale Date   Renovated  Area (SF)  Occupied  Sale Price     (NRA)
======================================================================================================================
<S>                                       <C>          <C>      <C>          <C>     <C>           <C>         <C>
   1     Vistas at Brookfield             May 1997     1985      70,582       95%     $5,840,000    $82.74     10.66%
         5516 and 5540 Falmouth Street
         Richmond, Virginia
- ----------------------------------------------------------------------------------------------------------------------
   2     Liberty Mutual Building          Dec 1996     1990      58,184       95%     $6,000,000   $103.12     10.83%
         4101 Cox Road
         Innsbrook, Virginia
- ----------------------------------------------------------------------------------------------------------------------
   3     Aetna Building                  June 1996     1990     100,178       99%    $10,750,000   $107.31     10.20%
         4701 Cox Road
         Innsbrook, Virginia
- ----------------------------------------------------------------------------------------------------------------------
   4     Capitol One                      Feb 1996     1996     108,000      100%    $10,914,000   $101.06     10.26%
         4881 Cox Road
         Innsbrook, Virginia
- ----------------------------------------------------------------------------------------------------------------------
  Subj   Commerce Center                   Date of     1980      56,076      100%        --          --          --
         Henrico County, Virginia           Value      
======================================================================================================================
</TABLE>

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


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

                                                       Sales Comparison Approach
================================================================================

      Sales Price Per Square Foot Analysis

      The four comparables indicate sales prices ranging from $82.74 to $107.31
per square foot of net rentable area. The prices per square foot have been
influenced by differences in construction quality, condition of the premises,
character of the tenancy, and location. Nevertheless, it is important to address
each property in terms of the conventional sequence of adjustments. Following
are those considerations which are relevant to the subject. The first three
elements must be considered in advance of applying any other compensating
factors to derive value conclusions via the sales price per square foot
methodology. These same three factors must also be addressed before the
selection of an effective gross income multiplier.

      Property Rights Conveyed

      As shown in the summary table, all of the comparables are encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case.
Consequently, no adjustments are warranted for differences in property rights
conveyed.

      Seller Financing/Cash Equivalency

      All of the comparables were sold on the basis of cash to the seller or
cash equivalent financing. Thus, we have made no adjustments to the comparables
for seller financing.

      Conditions of Sale

      We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

      Date of Sale

      As shown in the summary table, the transactions occurred between September
1995 and May 1997. As indicated in the Office Market Analysis section, the
suburban Richmond office market, as well as the Innsbrook submarket, has
strengthened over the past year, with declining vacancy and increasing rents.
With the exception of Sale I-1, which occurred in May 1997, all of the sales
require upward adjustments for the date of sale to reflect the improved market
conditions.

      Other

      Most of the additional considerations for the comparables involve
locational issues, design and quality elements, and economic factors. It is
noted that the subject property is 100 percent leased to a single tenant through
the year 2003 at a rental rate of $9.85 per square foot, modified full service.
The tenant pays increases in real estate taxes and operating expenses over the
base year; however, they pay for their own janitorial and utilities separately.
In the following discussion, we compare each of the improved sales to the
subject property and conclude if the comparable is similar, inferior or
superior.

      Comparable I-1, Vistas at Brookfield, is located immediately east of the
subject in the Brookfield Office Park. The buildings were constructed in 1985
and are slightly newer than the subject. A broker familiar with the sale
indicated that this building has high expenses caused by an inefficient
floorplate. At the time of sale, the building was 95 percent leased to various
tenants, with limited rollover over the next two years. Existing leases range
from $15.50 to $16.50 per square foot. This property is considered similar to
the subject from a locational standpoint, and slightly inferior from an economic
(occupancy) standpoint. Although the building represents newer construction than
the subject, it is considered inferior from a

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


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                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

physical standpoint due to the inefficient floorplates. Overall, we have labeled
the sale of this building as inferior to the subject.

      Comparable I-2, the Liberty Mutual Building, is located east of the
subject within the Innsbrook Office Park at 4101 Cox Road. Innsbrook is
considered the premier office location in Henrico County due to the vast amount
of amenities offered, as well as the excellent transportation network. Thus,
this property is considered superior to the subject from a locational
standpoint. Constructed in 1990, the building is superior to the subject in
terms of age/condition. At the time of sale, the property was 100 percent
occupied by five tenants. This sale is considered superior to the subject from a
locational and physical standpoint, similar from an economic (occupancy)
standpoint and inferior in date of sale. Overall, this comparable is ranked
superior to the subject.

      Comparable I-3, the Aetna Building, is also located in Innsbrook and is
considered superior in location. Constructed in 1990, the building is superior
to the subject from a physical standpoint. At the time of sale, the property was
99 percent leased, with the most recent rents at $16.00 to $16.50 per square
foot. Aetna, the lead tenant, downsized and vacated 56,000 square feet or 56
percent of the building. The purchaser considered the loss of Aetna as a lead
tenant a minimal risk given the low vacancy in Innsbrook. This sale is
considered superior to the subject from a locational and physical standpoint,
similar from an economic (occupancy) standpoint and inferior in date of sale.
The overall rating is considered superior.

      Comparable I-4, Capitol One Customer Service Center, is located within the
Innsbrook Office Park at 4881 Cox Road. The building was constructed in 1996 and
considered superior to the subject in terms of age/condition. The property was a
build-to-suit for which a purchase option was exercised upon completion of
construction. At the time of sale, the building was 100 percent leased to the
lead tenant at $10.91 per square foot, triple net. This property is considered
superior to the subject from a locational and physical standpoint, similar in
terms of occupancy, and inferior in date of sale. Although the building
represents newer construction than the subject, this sale is rated only slightly
superior to the subject given its older sale date and the similar market rent of
the existing tenant.

      The following chart summarizes how each sale compares to the subject
property from a physical, locational and economic standpoint.

================================================================================
                            Improved Sales Comparison
================================================================================
                                              Overall Rating
                          Sale Price           Relative to
            No.            Per SF              the Subject
================================================================================
            I-1             $82.74              Inferior
            I-2            $103.12              Superior
            I-3            $107.31              Superior
            I-4            $101.06           Slightly Superior
================================================================================

      Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best.

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


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                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable I-1, with a sale price of $82.74 per square foot, is considered
inferior to the subject, while Comparables I-2 through I-4, with sale prices of
$101.06 to $107.31 per square foot, are considered superior. Thus, the subject's
value should most likely fall within the range of $82.74 and $101.06 per square
foot, and probably nearer the high end of the range because it is considered
only slightly inferior to Sale I-4 at $101.06 per square foot.

      Based on the information presented, we have concluded at a value range for
the subject of $97 to $99 per net rentable square foot. When applied to the net
rentable area, our estimated value range by the sales price per square foot
method is presented as follows:

================================================================================
                    Sales Price Per Square Foot Unit Analysis
================================================================================
 56,076 SF            x             $97/SF             =           $5,439,372
 56,076 SF            x             $99/SF             =           $5,551,524
================================================================================
                                              Concluded to:        $5,500,000
================================================================================

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


                                      -38-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                                 INCOME APPROACH
================================================================================

Methodology

      The income approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property; however, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a difficult technique to
administer.

      As previously discussed, the subject is located in a strengthening market,
with increasing rents and declining vacancy. It is our opinion that the
discounted cash flow method affords the most realistic method of reflecting
investor expectations of the current period, as well as the projected continued
office market recovery. For this reason, it is our opinion that the discounted
cash flow method is also appropriate method in the valuation of the subject
property. As such, the direct capitalization method will not be used in this
analysis but at the conclusion of the income approach, we will analyze the
resulting overall capitalization rate derived from the discounted cash flow
analysis as a check for reasonableness.

      Following is an analysis of the current market rental rates, existing
leases in place, other revenue, vacancy and collection loss projections, and
historical/future operating and fixed expenses for the subject property.

Potential Gross Income

      Summary of Existing Leases

      The object of this appraisal is to estimate the value of the leased fee
estate in the subject property. Accordingly, consideration must be given to the
leases in place at the time of appraised valuation. The actual leases for the
subject's tenants are incorporated in the following discounted cash flow
analysis. We utilize Pro-Ject +plus, a software program designed to analysis
multi-tenant properties, in this analysis and several of the computer generated
reports are included in the Addenda.

      The subject is 100 percent leased to a single tenant (American Home
Funding) at rental rate of $9.85 per square foot, modified full service. The
tenant pays increases in real estate taxes and operating expenses over a base of
$1.22 per square foot; however, they pay their own janitorial and utilities
expenses.

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


                                      -39-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                                 Income Approach
================================================================================

Assumptions Regarding the Existing Leases

      Information provided by management indicates that the tenant is not in
default of their lease. We assume that the existing tenant will continue to pay
rent under the terms of their lease obligations. We address renewal probability
in the Vacancy and Collection Loss section.

Lease Expirations

      In our analysis, consideration is also given to lease expiration schedule.
The timing of lease expiration is an important element and a prospective buyer
would attempt to assess the risk relative to upcoming turnover. For example, a
large lease expiring in the near future would indicate the possibility of a
significant drop in income and consequently a higher risk factor might be
appropriate.

      The subject is 100 percent leased to a single tenant until the year 2003,
or year five of the projection period. Thus, expirations are considered to be a
significant factor in the analysis of the subject.

Market Rental Rate

       Market rent for the property has been estimated by analyzing comparable
leases exhibited on the summary chart on the following page.

      Prior to adjustment, the comparables reflect a rental range of $10.50 per
square foot, triple net, and $15.00 to $16.25 per square foot, full service, for
larger leases in excess of 20,000 square feet. After adjustment for rent
concessions, the range was unchanged. The newer buildings (Rentals R-1 and R-2)
constructed in 1996 indicate rents of $15.25 to $16.25 per square foot. The
subject property represents older construction than these rentals and thus,
should achieve a lower rent, Rental R-4, which was built in 1985 had a rent of
$15.00 per square foot.

      There are few concessions being granted in today's market. None of the
rentals included above standard tenant improvement allowances. Allowances ranged
from $8.00 to $12.00 per square foot for new and second generation space. Annual
rent escalations were generally 3.0 to 4.0 percent per year. Lease terms ranged
from five to ten years.

      As shown in the Micro Market summary table presented in the Market
Analysis section of the report, asking rents at competing properties are in the
range of $15.00 to $16.50 per square foot. Thus, it appears that actual lease
rates are within the range of asking levels.

      Recent leases within the market include few concessions, either in the
form of free rent or above standard tenant improvement allowances. Most brokers
interviewed were of the opinion that rental concessions were not being granted.

      Several brokers indicated that the market has continued to improve over
the last 12 to 24 months, with rents increasing and concessions remaining almost
non-existent. In the view of many, the leasing market has generally reached
stabilization and delivery of new office buildings to the market will be the
primary influence on rental rate and occupancy trends. In keeping with these
observations, we have assumed that market rent will increase at an average rate
of 3.5 percent per annum through the projection period.

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


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<PAGE>

<TABLE>
<CAPTION>
================================================================================
                            COMPARABLE OFFICE RENTALS
================================================================================
                                                              Minimum  Effective
Comp                            Lease             Lease Size   Rent      Rent
No.    Building Name/Address    Date    Yr Built    (SF)      ($/SF)    ($/SF)
================================================================================
<S>                             <C>       <C>      <C>        <C>       <C>
 1   Virginia Mutual Building   1996      1996     20,000     $16.25    $16.25
     Innsbrook, Henrico County

 2   Lakebrooke Pointe          Nov-95    1996     20,835     $15.25    $15.25
     Innsbrook, Henrico County

 3   Saxon Mortgage             Aug-95    N/A      50,000     $l0.50    $10.50
     Innsbrook, Henrico County

 4   Boulders Office Park        1995     1985     63,000     $15.00    $15.00
     Chesterfield County
     ===========================================================================
              Totals                              153,835     $14.25
     ===========================================================================

<CAPTION>
=============================================================================================
                            COMPARABLE OFFICE RENTALS
=============================================================================================
                                         Expense                                  Tenant
Comp                           Term       Stop        Annual                   Improvement
No.    Building Name/Address   (Yrs)     ($/SF)     Escalations  Concessions   Allowance (SF)
=============================================================================================
<S>                             <C>   <C>            <C>             <C>      <C>
 1   Virginia Mutual Building    5      Base Year       4.00%        None         $8.00
     Innsbrook, Henrico County

 2   Lakebrooke Pointe           7      Base Year       3.0%         None        $10.50
     Innsbrook, Henrico County

 3   Saxon Mortgage             10     Triple Net       3.0%         None        $12.00
     Innsbrook, Henrico County

 4   Boulders Office Park       10    $4.85 sf stop     3.0%          N/A          N/A
     Chesterfield County

     ========================================================================================
              Totals             8       Varies      3.0% - 4.0%     None     $8.00 - $12.00
     ========================================================================================
</TABLE>
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      As discussed in the Office Market Analysis section, rent spikes are not
anticipated to occur in the minds of market participants due primarily to the
large amounts of vacant land available for development. Investors surveyed
indicated that rent spikes were highly speculative and generally not
incorporated into their purchase decisions. Although many investors felt that
rental rates may in fact grow at a rate greater than inflation over the short
term, they are unwilling to make this assumption in their investment
projections. Although it is not inconceivable that rent spikes could occur, we
believe the prudent approach at this stage is level rent growth. Finally, free
rent and tenant workletter concessions will remain consistent with current
levels.

      The subject's existing lease at $9.85 per square foot appears to be below
the rents for new leases in the market of $15.00 to $16.25 per square foot. In
our opinion, market rents for space within the subject property will be $15.00
per square foot, recognizing that some leasing will be done above and below this
rate.

      The above estimated market rents assume the following concession package.

================================================================================
                        Free Rent                     Tenant Improvements
================================================================================
New Leases        1997          0 months     1997                         $8.00
                  Thereafter    0 months     Growing Thereafter at 3.5%
- --------------------------------------------------------------------------------
Renewing Leases   1997          0 months     1997                         $4.00
                  Thereafter    0 months     Growing Thereafter at 3.5%
================================================================================

Assumptions Regarding Existing and Proposed Leases

      Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their leases.
Information provided by management indicates that the tenant is not currently in
default. The tenant appears to be stable and management has indicated that
defaults are not anticipated.

      Given the low vacancy for Class A/B space within the market, the lack of
large blocks of contiguous space currently available, as well as the lack of new
speculative construction, we have projected a 65 percent renewal probability for
the property.

      An examination of the comparable leases shows typical lease terms of five
to ten years, with most at ten years. Accordingly, we have assumed ten year
terms for speculative tenants, which is typical of a large single tenant
property, especially given the lack of large blocks of contiguous space
availability.

      Vacancy between leases includes the period of actual downtime and the
construction period to build-out tenant spaces. Consistent with our experience,
we have assumed a stabilized vacancy and construction period of nine months. We
acknowledge that current time between tenants may be shorter, though a long term
trend may reflect fluctuations. Vacancy between leases is weighted for the 35
renewal probability, resulting in an effective downtime of three months
(rounded) upon each lease expiration. On a ten year average lease term, this
equates to 2.4 percent average physical vacancy (downtime of 3 months divided by
the downtime plus the 120 month average lease term).

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


                                      -42-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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<PAGE>

                                                                 Income Approach
================================================================================

Reimbursable Expenses (Escalations)

As previously discussed, American Home Funding is responsible for their pro-rata
share of operating expenses (including real estate taxes) over a base year
amount of $1.22 per square foot. In addition, they pays their own janitorial and
utility expenses separately.

      Prior market performance has indicated that landlords were unable to
receive any reimbursement from tenants. However, as the market has strengthened
in recent months, expense recovery by the landlord have been market oriented,
with tenants responsible for the increase in all operating expenses over the
base year of occupancy. We have assumed that future leases at the subject
property will be on a full service basis with tenants responsible for the
increase in all operating expenses over the base calendar year amount.

Vacancy and Collection Loss

      Our cash flow projection assumes a tenant vacancy of nine months upon each
lease expiration set against our probability of renewal estimated at 65 percent,
in addition to a global credit loss provision applied to the gross rental
income. The global credit loss provision is applied to the gross rental income
and is estimated at 2.0 percent throughout the holding period. Our renewal
probability is based on the lack of large blocks of space available within the
market and the lack of new speculative construction.

      Based on the subject's weighted average downtime between leases, the
overall average occupancy rate of the subject property over the 10 year holding
period is 97.5 percent. Including our overall credit loss allowance estimated at
2.0 percent, the implied overall vacancy and credit loss factor for the subject
property is 4.5 percent, which is in-line with our estimated vacancy and
collection loss of 4.5 percent.

Operating Expenses

      We based our estimate of operating expenses for the subject on a review of
the actual 1994 through 1996 expenses, as well as the 1997 budget. This data was
compared with expense comparables at similar suburban office buildings as well
as industry studies. In addition, we have consulted Cushman & Wakefield's
Management Services staff for further support. The Historical and Budget
Operating Statements for the subject property provided by property management
can be found in the Addenda.

      We have analyzed each item of expense individually and attempted to
project what the typical investor would consider reasonable. Increases in the
expenses during subsequent years are projected at 3.5 percent per annum. Based
on historical CPI trends, we conclude that our selected growth rate reflects an
overall inflationary rate over the long term. The forecast of growth rates in
all categories of expenses reflect typical investor expectations as noted in the
Cushman & Wakefield Investor Survey, a copy of which is in the Addenda. Except
where noted, our forecasted growth rate for the various expense categories
generally does not attempt to reflect growth rates for any individual year, but
rather the long term trend over the projected holding period.

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


                                      -43-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      Real Estate Taxes

      Real estate taxes are based on the actual assessment and tax rate reported
      in the Real Estate Taxes and Assessment section. The Year One real estate
      taxes are equal to $40,087, or $0.72 per square foot of net rentable area.

      Operating Expenses

      Operating expenses include repairs and maintenance, service contracts,
      insurance, etc. The building's actual cost has increased from $0.72 in
      1994 to $0.95 per square foot in 1996. The 1997 budgeted expense is $0.96
      per square foot. Typical charges at similar building are in the $3.50 to
      $3.80 per square foot range; however, as previously discussed, the tenant
      pays their own janitorial and utility expenses separately; accounting for
      the lower expense. We have estimated this expense consistent with the 1997
      budget, or $0.96 per square foot.

      General & Administrative

      These expenses are directly connected to the administration of the
      building, including office payroll, general office expense, advertising
      and other miscellaneous expenses. The building's actual cost increased
      from $0.01 in 1994 to $0.09 per square foot in 1996. The 1997 budgeted
      expense is substantially higher at $0.38 per square foot. A review of the
      budget indicated that the large increase was attributable to property
      management and maintenance salaries. The subject's 1997 budgeted expense
      in in-line with expenses at similar projects; thus, we have estimated this
      expense consistent with the budget, or $0.38 per square foot.

      Management Fees

      This expense represents the fee for management responsibilities, whether
      provided by an outside company or ownership. This includes rent
      collection, property supervision and budget preparation. Cushman. &
      Wakefield Property Management personnel reported that typical management
      agreements range from 2.5 to 3.0 percent of effective gross income. The
      current management fee charged at the subject is 3.0 percent of effective
      gross income. It is our opinion that this rate is reflective of market
      parameters and as such, a management fee equal to 3.0 percent of effective
      gross income is estimated for the subject.

      Leasing Commissions

      New leases will require a leasing commission equivalent to 4.0 percent of
      total rental income and 2.0 percent on renewal leases. The new lease
      commission rate reflects the fact that a landlord will typically be
      charged a commission of 3.0 to 4.0 percent by the tenant's agent and 2.0
      to 3.0 percent by the landlord's agent. Upon renewal, landlords resist
      paying leasing commissions, but typically pay a portion of the full
      commission rate or a partial fee to the management company for its
      assistance in working with the tenant. This expense item is not passed
      through to the tenant. The probability factor is used for speculative
      renewals.

      Tenant Improvements/Finish

      The tenant improvement allowance was previously discussed and is projected
      to be $8.00 per square foot for new tenants and $4.00 per square foot for
      renewals. This expense is also not passed through to the tenants. The
      probability factor applies to

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


                                      -44-
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                                                             WAKEFIELD(R)
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<PAGE>

                                                                 Income Approach
================================================================================

      speculative renewals. Tenant improvements/finish costs are projected to
      increase at the rate of 3.5 percent per year through the projection
      period.

      Capital Replacements/Reserves

      Reserves for replacements should be (though as a practical matter, they
      may not be) set aside to accumulate an amount sufficient to replace and/or
      repair certain major building components, i.e., roof, HVAC system, etc.
      during the period under analysis. Taking into consideration the subject's
      age, we have estimated capital reserves of $0.25 per net rentable square
      foot for Year One, increasing by 3.5 percent per year throughout our
      analysis. As previously indicated, we deducted $10,000 in year one of the
      cash flow for deferred maintenance.

      Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for fiscal year 1998 equates to $134,885 or $2.41 per square foot of
gross leasable area, excluding capital replacements, tenant alterations and
leasing commissions. The growth rates incorporated in our projections result in
a 4.02 percent annual compound growth rate over the holding period, which is
higher than our projection of 3.5 percent because of the increase in management
fees, which is a function of revenue.

Discounted Cash Flow Analysis

      In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to reflect
the most likely investment assumptions of typical buyers and sellers in this
particular market segment. We used the following figures and assumptions in the
computer model.

      Years in Forecast:                       11

      Holding Period:                          10

      Starting Date:                           July 1, 1997

      Market Rental Rate (Year 1)              $15.00 per SF, Full Service

      Miscellaneous Income:                    N/A

      Growth in Market Rental Rate:            3.5% percent

      Expense and Tax Pass-Throughs:           The tenant pay increases in      
                                               operating expenses over $1.22    
                                               per square foot plus janitorial  
                                               and utility expenses separately. 
                                               
      Expense Growth Rate:                     3.5% per annum

      Consumer Price Index:                    3.5% per annum


                                      -45-
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                                                             WAKEFIELD(R)
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<PAGE>

                                                                 Income Approach
================================================================================

      Free Rent:                                   None

      Lease Term (Typical):                        10 years

      Renewal Probability:                         65%

      Tenant Improvements - New Leases             $8.00 per SF

      Tenant Improvements - Renewing Leases        $4.00 per SF

      Leasing Commissions:                         4% new leases; 2% for 
                                                   renewals. All payable in year
                                                   1 of the lease.

      Vacancy Between Leases:                      9 months (prior to renewal 
                                                   probability of 65%; effective
                                                   vacancy is 3 months

      Credit Loss:                                 2.0%

      Reversion Cap Rate:                          10.5% (applied to net 
                                                   operating income).

      Reversion Selling Expenses:                  3% (includes brokerage, legal
                                                   fees and estimated transfer 
                                                   taxes).

      Discount Rate (IRR):                         12.0% (see Discount Rate 
                                                   Analysis).

Cash Flow Projection

      On the following page is our 11 year cash flow projections which include
our 10 year holding period and 11th year reversion. The cash flow reflects the
results of the PRO-JECT+ plus projection.

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


                                      -46-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Commerce Center
                             2812 Emerywood Parkway
                            Henrico County, Virginia

                               Cash Flow Analysis

<TABLE>
<CAPTION>
=========================================================================================================
                           Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year
                                  1998         1999         2000         2001         2002         2003
=========================================================================================================
REVENUE FROM OPERATIONS
<S>                           <C>          <C>          <C>          <C>          <C>          <C>
 Rental Income                $552,349     $552,349     $552,349     $552,349     $552,349     $454,397
 Total Recoveries              $66,472      $70,680      $75,035      $79,543      $84,208      $58,643
 Less: Credit Loss            ($12,376)    ($12,461)    ($12,548)    ($12,638)    ($12,731)    ($10,261)
                          -------------------------------------------------------------------------------
 Effective Gross income       $606,445     $610,568     $614,836     $619,254     $623,826     $502,779

EXPENSES
 Real Estate Taxes             $40,672      $42,095      $43,568      $45,093      $46,672      $48,305
 Operating Expenses            $54,251      $56,150      $58,115      $60,149      $62,254      $64,433
 General & Administrative      $21,769      $22,531      $23,319      $24,136      $24,980      $25,855
 Management                    $18,193      $18,317      $18,445      $18,578      $18,715      $15,083
                          -------------------------------------------------------------------------------
TOTAL EXPENSES                $134,885     $139,093     $143,447     $147,956     $152,621     $153,676

                          ===============================================================================
Net Operating Income          $471,560     $471,475     $471,389     $471,298     $471,205     $349,103
                          ===============================================================================

 Commissions                        $0           $0           $0           $0           $0     $391,161
 Capital Reserves              $14,019      $14,510      $15,018      $15,543      $16,087      $16,650
 Deferred Maintenance          $10,000           $0           $0           $0           $0           $0
 Alterations                        $0           $0           $0           $0           $0     $372,231
                          -------------------------------------------------------------------------------
                              $447,541     $456,965     $456,371     $455,755     $455,118    ($430,939)
=========================================================================================================

<CAPTION>
============================================================================================
                           Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year  Fiscal Year
                                  2004         2005         2006         2007         2008
============================================================================================
REVENUE FROM OPERATIONS
<S>                         <C>          <C>          <C>          <C>          <C>
 Rental Income              $1,036,561   $1,067,658   $1,099,687   $1,132,678   $1,166,658
 Total Recoveries               $6,055      $17,129      $23,453      $29,993      $36,758
 Less: Credit Loss            ($20,852)    ($21,696)    ($22,463)    ($23,253)    ($24,068)
                           -----------------------------------------------------------------
 Effective Gross income     $1,021,764   $1,063,091   $1,100,677   $1,139,418   $1,179,348

EXPENSES
 Real Estate Taxes             $49,996      $51,746      $53,557      $55,431      $57,371
 Operating Expenses            $66,688      $69,022      $71,438      $73,938      $76,526
 General & Administrative      $26,760      $27,696      $28,665      $29,669      $30,707
 Management                    $30,653      $31,893      $33,020      $34,183      $35,380
                           -----------------------------------------------------------------
TOTAL EXPENSES                $174,097     $180,357     $186,680     $193,221     $199,984

                           =================================================================
Net Operating Income          $847,667     $882,734     $913,997     $946,197     $978,364
                           =================================================================

 Commissions                        $0           $0           $0           $0           $0
 Capital Reserves              $17,233      $17,836      $18,460      $19,106      $19,775
 Deferred Maintenance               $0           $0           $0           $0           $0
 Alterations                        $0           $0           $0           $0           $0
                           -----------------------------------------------------------------
                              $830,434     $864,898     $895,537     $927,091     $959,589
============================================================================================
</TABLE>
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

Derivation of Terminal Value
      A terminal capitalization rate was used to estimate the market value of
the property at the end of the assumed investment holding period. We estimated
an appropriate terminal rate based on indicated rates in today's market.

================================================================================
                         Summary of Capitalization Rates
================================================================================
                   Sale                     Capitalization
                   No.                           Rate
================================================================================
                    1                           10.66%
                    2                           10.83%
                    3                           10.20%
                    4                           10.26%
================================================================================

      The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 10.20 to 10.83 percent. A premium was added to
today's rate to allow for the risk of unforeseen events or trends which might
affect our estimate of net operating income during the holding period, including
a possible deterioration in market conditions for the property. Investors
typically add 50 to 100 basis points to the "going-in" rate to arrive at a
terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys.

Discount Rate Analysis

      We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================
                           Autumn 1996 Investor Survey
                            Suburban Office Buildings
================================================================================
                          Going-In            Terminal            IRR
- --------------------------------------------------------------------------------
                        Low     High       Low       High     Low      High
================================================================================
      Mean             8.80%    9.50%     9.30%     9.90%    11.2%    11.6
- --------------------------------------------------------------------------------
      Range            8.00%    11.0%     8.00%     11.0%    10.0%    13.0%
================================================================================

      The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring high-grade investment properties in
the United States. Generally speaking, our survey reveals terminal
capitalization rates of 8.0 to 11.0 percent with the average low and high
responses of 9.3 and 9.9 percent for investment grade offices in non-CBD
suburban locations.

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


                                      -48-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant rollovers; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

      Discussions with local investors and brokers including Morton G.
Thalhimer, Harrison and Bates, Innsbrook Development Company and the Joyner
Company, to name a few, indicated a yield rate range of 12.0 to 13.0 percent for
suburban Richmond office properties and a terminal capitalization rate of 10.0
to 10.5 percent. One investor familiar with the Richmond market noted that,
given the second-tier orientation of the Richmond market (on a national scale),
the subject's discount rate would be above the mean indicated in our national
survey. Another broker indicated that an investor purchasing a building recently
within Innsbrook utilized as discount rate of 12.5 percent and a terminal rate
of 10.0 percent.

      In our DCF model, we selected a terminal capitalization rate that
accounted for the anticipated holding period and reflected the subject's
tenancy, quality and location. This rate also reflected the risk involved in our
DCF analysis based on the income and expense projections that were modeled, as
well as the approximate age of the property at the end of the holding period.
The rate we selected reflects the rollover risk over the holding period, the
property's upside potential due to the existing below market lease, as well as
the strength of the subject's office market.

Conclusion

      Using a 10.5 percent terminal rate and a 12.0 percent discount rate, our
cash flow model indicated a value of $5,700,000 or $101.65 per square foot, as
shown on the following page. This value estimate produces an implied going-in
capitalization rate of 8.3 percent, which is significantly lower than the range
generally required by investors as noted in the Cushman & Wakefield Investor
Survey. This is attributable to the subject's below market lease. As depicted in
the cash flow, net operating income increases substantially in the year 2004,
when the existing lease expires.

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


                                      -49-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      Regarding the composition of the yield, as analyzed in the Discounted Cash
Flow Analysis chart, 49 percent of the subject's ultimate yield is derived from
the cash flow of the property with the balance attributable to the reversion or
resale of the property at the conclusion of the holding period. Typical investor
requirements dictate that a substantial amount of the value be derived from the
cash flow. Greater risk is evident when the reversion provides a larger
percentage of the overall return than the cash flows. The average cash on cash
return is 9.4 percent, based on this value conclusion. This rate would generate
investor interest because the yields are appropriate relative to the risks
involved.

      Thus, it is our opinion that the market value of the property by the
Income Approach, is $5,700,000.

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


                                      -50-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Commerce Center
                             2812 Emerywood Parkway
                            Henrico County, Virginia

                          Discounted Cash Flow Analysis

================================================================================
             NET               DISCOUNT      PRESENT                   ANNUAL
CALENDAR    CASH               FACTOR @      VALUE OF  COMPOSITION  CASH ON CASH
  YEAR      FLOW               12.00%       CASH FLOWS   OF YIELD      RETURN
================================================================================
  1998     $447,541     x      0.89286   =    $399,590     7.04%        7.85%
  1999     $456,965     x      0.79719   =    $364,290     6.42%        8.02%
  2000     $456,371     x      0.71178   =    $324,836     5.72%        8.01%
  2001     $455,755     x      0.63552   =    $289,641     5.10%        8.00%
  2002     $455,118     x      0.56743   =    $258,246     4.55%        7.98%
  2003    ($430,939)    x      0.50663   =   ($218,327)   -3.85%       -7.56%
  2004     $830,434     x      0.45235   =    $375,646     6.62%        14.57%
  2005     $864,898     x      0.40388   =    $349,318     6.15%        15.17%
  2006     $895,537     x      0.36061   =    $322,940     5.69%        15.71%
  2007     $927,091     x      0.32197   =    $298,498     5.26%        16.26%

Total Present Value of Cash Flows           $2,764,677    48.69%         9.40%
                                                                        Average
Reversion:
  2008     $979,364(1)          10.50%   =  $9,327,276
         Less: Cost of Sale @    3.00%        $279,818
                                              --------
         Net Reversion                      $9,047,458
         X Discount Factor                     0.32197
                                               -------

Total Present Value of Reversion            $2,913,039    51.31%

Total Present Value of Cash Flow            $5,677,717   100.00%

                           ROUNDED:         $5,700,000

       ---------------------------------------------------------
        Gross Leasable Area (S.F.)                       56,076
        Per Square Foot of Gross Leasable Area:         $101.65
        Implicit Going-In Capitalization Rate:
              Year One NOI                             $471.560
        Going-In Capitalization Rate:                      8.3%
       ---------------------------------------------------------

Note: (1) Net Operating Income
================================================================================

                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We employed two of the three approaches to value in our analysis. The
indicated values are shown below:

      Sales Comparison Approach                         $5,500,000
      Income Approach                                   $5,700,000

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      Based on the above discussion, we have formed an opinion that the
prospective market value of the leased fee estate in the subject property,
subject to the assumptions, limiting conditions, certifications and definitions
as of July 1, 1997, was:

                   FIVE MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                   $5,700,000

Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal, whereas exposure time is presumed
to precede the effective date of appraisal. The estimate of marketing time uses
some of the same data analyzed in the process of estimating the reasonable
exposure time and is not intended to be a prediction of a date of sale.

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


                                      -52-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                       Reconciliation and Final Value Conclusion
================================================================================

      Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would be about 12 months.

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


                                      -53-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.  No opinion is intended to be expressed and no responsibility is assumed
    for the legal description or for any matters which are legal in nature or
    require legal expertise or specialized knowledge beyond that of a real
    estate appraiser. Title to the Property is assumed to be good and marketable
    and the Property is assumed to be free and clear of all liens unless
    otherwise stated. No survey of the Property was undertaken.

2.  The information contained in the Appraisal or upon which the Appraisal is
    based has been gathered from sources the Appraiser assumes to be reliable
    and accurate. Some of such information may have been provided by the owner
    of the Property. Neither the Appraiser nor C&W shall be responsible for the
    accuracy or completeness of such information, including the correctness of
    estimates, opinions, dimensions, sketches, exhibits and factual matters.

3.  The opinion of value is only as of the date stated in the Appraisal. Changes
    since that date in external and market factors or in the Property itself can
    significantly affect property value.

4.  The Appraisal is to be used in whole and not in part. No part of the
    Appraisal shall be used in conjunction with any other appraisal. Publication
    of the Appraisal or any portion thereof without the prior written consent of
    C&W is prohibited. Except as may be otherwise stated in the letter of
    engagement, the Appraisal may not be used by any person other than the party
    to whom it is addressed or for purposes other than that for which it was
    prepared. No part of the Appraisal shall be conveyed to the public through
    advertising, or used in any sales or promotional material without C&W's
    prior written consent. Reference to the Appraisal Institute or to the MAI
    designation is prohibited.

5.  Except as may be otherwise stated in the letter of engagement, the Appraiser
    shall not be required to give testimony in any court or administrative
    proceeding relating to the Property or the Appraisal.

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


                                      -54-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.  The Appraisal assumes (a) responsible ownership and competent management of
    the Property; (b) there are no hidden or unapparent conditions of the
    Property, subsoil or structures that render the Property more or less
    valuable (no responsibility is assumed for such conditions or for arranging
    for engineering studies that may be required to discover them); (c) full
    compliance with all applicable federal, state and local zoning and
    environmental regulations and laws, unless noncompliance is stated, defined
    and considered in the Appraisal; and (d) all required licenses, certificates
    of occupancy and other governmental consents have been or can be obtained
    and renewed for any use on which the value estimate contained in the
    Appraisal is based.

7.  The physical condition of the improvements considered by the Appraisal is
    based on visual inspection by the Appraiser or other person identified in
    the Appraisal. C&W assumes no responsibility for the soundness of structural
    members nor for the condition of mechanical equipment, plumbing or
    electrical components.

8.  In preparing this appraisal, we have relied on the rent roll and the history
    of income and expenses furnished by the owner or the management company
    representing the owner. We have not reviewed actual tenant leases.

9.  The forecasts of income and expenses are not predictions of the future.
    Rather, they are the Appraiser's best estimates of current market thinking
    on future income and expenses. The Appraiser and C&W make no warranty or
    representation that these forecasts will materialize. The real estate market
    is constantly fluctuating and changing. It is not the Appraisers task to
    predict or in any way warrant the conditions of a future real estate market;
    the Appraiser can only reflect what the investment community, as of the date
    of the Appraisal, envisages for the future in terms of rental rates,
    expenses, supply and demand.

10. Unless otherwise stated in the Appraisal, the existence of potentially
    hazardous or toxic materials which may have been used in the construction or
    maintenance of the improvements or may be located at or about the Property
    was not considered in arriving at the opinion of value. These materials
    (such as formaldehyde foam insulation, asbestos insulation and other
    potentially hazardous materials) may adversely affect the value of the
    Property. The Appraisers are not qualified to detect such substances. C&W
    recommends that an environmental expert be employed to determine the impact
    of these matters on the opinion of value.

11. Unless otherwise stated in the Appraisal, compliance with the requirements
    of the Americans With Disabilities Act of 1990 (ADA) has not been considered
    in arriving at the opinion of value. Failure to comply with the requirements
    of the ADA may adversely affect the value of the property. C&W recommends
    that an expert in this field be employed.

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


                                      -55-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

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

1.    Kelly J. Small inspected the property and prepared the report, and Donald
      R. Morris, MAI, Manager, Cushman & Wakefield of Washington D.C., Valuation
      Advisory Services, reviewed and approved the report.

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

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

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

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the Uniform Standards of Professional
      Appraisal Practice of the Appraisal Foundation and the Code of
      Professional Ethics and the Standards of Professional Appraisal Practice
      of the Appraisal Institute.

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

9.    As of the date of this report, Donald R. Morris, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

10.   We estimate that the prospective market value of the leased fee estate in
      the existing office building, subject to the assumptions, limiting
      conditions, certifications and definitions as of July 1, 1997, is
      $5,700,000.


/s/ Kelly J. Small              /s/ Donald R. Morris          [STAMP OF
Kelly J. Small                  Donald R. Morris, MAI          DONALD R. MORRIS]
Appraiser                       Manager,  Director
Valuation Advisory Services     Washington, D.C. Valuation Advisory Services
                                Virginia Certified General [Illegible]

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


                                      -56-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================

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


                                      -57-
                                                              CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         Addenda
================================================================================

                                Legal Description
<PAGE>

                                  SCHEDULE "A"

                         (Legal Description of Property)


ALL that certain lot, piece or parcel of land, lying and being in Henrico
County, Virginia, containing 4.163 acres as shown on plat dated November 1,
1978, by LaPrade Bros. Civil Engineers and Surveyors, being a Portion of Block
A, Commerce, Center, dated July 24, 1978 (attached as Schedule "A-1"), and
recorded July 27, 1978, Clerk's Office, Circuit Court, Henrico County, Virginia,
in Plat Book 68, pages 42-45, also being more particularly described as follows:

BEGINNING at a rod on northern line of Emerywood Parkway 1251.57 feet west of
the western line of Broad Street Road (Rt. 250) Extended; thence following the
northern line of Emerywood Parkway along a curve to the right, the radius of
which curve is 717.00, with a central angle of 12 degrees 11' 13", an arc
distance of 152.51 feet to a point; thence S 73 degrees 52' 00" W 141.5 feet to
a point; thence continuing along the northern line of Emerywood Parkway along a
curve to the right, the radius of which curve is 347.00 feet, with a central
angle of 32 degrees 37' 51", the arc distance of 197.62 feet to a point; thence
N 12 degrees 17' 05" W 342.30 feet to a rod; thence N 62 degrees 00' 45" E
369.16 feet to a rod; thence S 27 degrees 59' 15" E 465.91 feet to the rod
marking the point and place of beginning.

Property Name: 2812 Emerywood Parkway
               Richmond, Virginia

           INITIAL

   Landlord         Tenant
                
   /s/ TR          /s/ WJV
<PAGE>

                                                                         Addenda
================================================================================

                                   Floor Plans
<PAGE>

                                  SCHEDULE "B"

                                FIRST FLOOR PLAN


                                [GRAPHIC OMITTED]

                                  [FLOOR PLAN]


Building Name: 2812 Emerywood Parkway
               Richmond, Virginia

           INITIAL

   Landlord         Tenant
                
   /s/ TR          /s/ WJV
<PAGE>

                                 SCHEDULE "B-1"

                                SECOND FLOOR PLAN


                                [GRAPHIC OMITTED]

                                  [FLOOR PLAN]


Building Name: 2812 Emerywood Parkway
               Richmond, Virginia

           INITIAL

   Landlord         Tenant
                
   /s/ TR          /s/ WJV
<PAGE>

                                                                         Addenda
================================================================================

                           Improved Sales Comparables
<PAGE>

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

                               [GRAPHIC OMITTED]

                                    [PHOTO]

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

Building Name:                         Vistas at Brookfield

Location:                              Vistas I - 5540 Falmouth Street
                                       Vistas 11 - 5516 Falmouth Street
                                       Brookfield Office Park
                                       Richmond, Virginia
Grantor:                               Continental Properties, Inc.

Grantee:                               Brookfield Holdings, L.P.

Date of Sale:                          May, 1997

Deed Book/Page:                        Not Available

Consideration:                         $5,840,000

Financing                              All cash
<PAGE>

Building Size (NRA):                   70,582 square feet total (Both Buildings)

Unit Price:                            $82.74/SF of net rentable area

Financial Estimates (Seller's 1997 Budget)

Effective Gross Income:                $1,149,812 ($16.29/SF)
Operating Expenses:                    $527,000 ($7.47/SF)
Net Operating Income:                  $622,812 ($8.82/SF)
Ro:                                    10.66%
EGIM:                                  5.08
Expense Ratio:                         45.8%

Comments

These four-story, Class B office buildings are located within the Brookfield
Office Park, just south of the intersection of Interstate 64 and West Broad
Street The buildings are adjoining, and were completed in 1985. The buildings
were 95% leased at the time of sale to numerous medium sized tenants including
AEC Engineering, Brian Brothers and Kelsum and Lee. A broker of the sale noted
that there was limited tenant rollover over the next two years. Rental rates
within the building typically range from $15.50/SF to $16.50/SF

A broker familiar with the sale indicated that the expenses are above typical
suburban office buildings due to a high utilities expense. This increased
expense is caused by an "inefficient floorplate". It should also be noted that
one broker reported a sale price of $5,890,000, however, this price was reduced
slightly by commissions ($40,000) and a $10,000 credit to the buyer for physical
items
<PAGE>

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

                               [GRAPHIC OMITTED]

                                    [PHOTO]

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

Building Name:                          Liberty Mutual Building

Location:                               4101 Cox Road
                                        Innsbrook Corporate Park
                                        Richmond, Virginia
Grantor:                                Home Beneficial Life Insurance Company

Grantee:                                Highwoods - Forsythe L.P.

Date of Sale:                           December, 1996

Deed Book/Page:                         2691/2034

Consideration:                          $6,000,000

Financing:                              All cash

Building Size (NRA):                    58,184 SF
<PAGE>

Unit Price:                             $103.12

Financial Data:

Effective Gross Income:                 $940,000 ($16.16/SF)
Operating Expenses:                     $290,000 ($4.98/SF)
Net Operating Income:                   $650,000 ($11.17/SF)
Ro:                                     10.83%
EGIM:                                   6.38
Expense Ratio:                          30.9%

Comments:

This Class A office building was completed in 1990 and delivered to the market
during the beginning of the recession, with subsequent poor absorption history.
The lender ultimately foreclosed on the owner. The property was then purchased
by Home Beneficial Life Insurance Company in December of 1993 for $5,050,000 and
was 95% leased at the time of sale. The sale generated a 10.96% cap rate and an
EGIM of 6.01. The 1993 sale included 2.9 acres of residual land which had a POD
for another 42,000 SF office building. The residual land was allocated a value
of $252,000. The most recent sale did not include the 2.9 acres of
residual/undeveloped land. The parcel has been subdivided and is under separate
contract for sale to a hotel developer for $550,000

As of the most recent sale date, the building, was 100% occupied to five
tenants. Capitol One had 35,000 SF and Liberty Mutual leased 18,000 SF. The
property had been marketed for six months prior to the sale. It should be noted
that the seller's pro forma included a lower EGI and slightly higher expense
estimate, which resulted in a cap rate of 10.0%.

This acquisition by Highwoods is part of Highwoods Property's massive move into
the suburban Richmond office market. Highwoods is a Raleigh, N.C. based real
estate investment trust (REIT) which has purchased over $45 million of assets in
the Richmond area during the past year (1995).
<PAGE>

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



                               [GRAPHIC OMITTED]



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

Building Name:                         Aetna Building

Location:                              4701 Cox Road
                                       Innsbrook Corporate Park
                                       Richmond, Virginia

Grantor:                               4701 Cox Road, L.P.

Grantee:                               Highwoods - Forsythe L.P.

Date of Sale:                          June, 1996

Deed Book/Page:                        2656/1793

Consideration:                         $10,750,000

Financing:                             All cash
<PAGE>

Building Size (NRA):                   100,178 SF

Unit Price:                            $107.31/SF of net rentable area

Financial Data:
Effective Gross income:                $1,546,763 ($15.44/SF)
Operating Expenses:                    $451,338 ($4.50/SF)
Net Operating Income:                  $1,095,425 ($10.93/SF)
Ro:                                    10.2%
EGIM:                                  6.95
Expense Ratio:                         29.2%

Comments

This is a high quality four-story building that was built in 1990 with Aetna as
the lead tenant. Aetna subsequently downsized, thus reducing their office space
needs and vacating 56,000 SF in this building. The space has since been
released.

The property was acquired in July of 1993 by several local investors for
speculative investment. The Initial owner, Rowe Development, experienced
company-wide financial problems and lost most of its extensive office holdings.
The previous purchaser was a Dutch group who viewed the property as a long term
investment with good upside potential. They considered the loss of Aetna as a
lead tenant as minimal risk, given the low vacancy in Innsbrook.

The building was 99% leased at the time of sale, and was completed in 1990.
Recent rental rates at the property ranged from $16.00/SF to $16.50 per square
foot. The building is leased on a multi-tenant basis. Expenses noted above do
not include reserves, leasing or tenant improvement costs. All income data is
estimated by the buyer based upon the existing leases and expenses.
<PAGE>

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

                               [GRAPHIC OMITTED]

                                    [PHOTO]

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

Building Name:                      Capitol One Customer Service Center

Location:                           4881 Cox Road
                                    Innsbrook Corporate Park
                                    Richmond, Virginia

Grantor:                            Liberty Property, L.P.

Grantee:                            First Security Bank of Utah

Date of Sale:                       February, 1996

Deed Book/Page:                     2633/402

Consideration:                      $10,914,000

Financing:                          Cash to seller, funded by $15.5 million
                                    Deed of Trust note with NationsBank of 
                                    Texas.
<PAGE>

Building Size (NRA):                108,000 SF

Unit Price:                         $101.06/SF of net rentable area

Financial Data:
Effective Gross Income:             $1,178,500 ($10.91/SF)
                                    (Triple net lease in place)
Operating Expenses:                 $58,925 ($0.55/SF)
Net Operating Income:               $1,119,575 ($10.37/SF)
Ro:                                 10.26%
EGIM:                               9.26
Expense Ratio:                      5.0%

Comments:

This is a high quality four-story building that was completed in 1996. The
property is located on the east side of Cox Road, north of Nuckols Road within
Innsbrook. It represents a build-to-suit project for which a purchase option was
exercised immediately upon completion of construction. Projected operating data
is based upon the terms of the triple net lease in place at the time of sale.

The ground floor contains a small lobby, substantial computer and mechanical
areas, a loading dock and receiving area, and multi-purpose/training areas. The
upper floors are largely open work space with private perimeter offices.
<PAGE>

                                                                         Addenda
================================================================================

                          Income and Expense Statements
<PAGE>

                         Historical Operating Statements

                            Commerce Center/Emerywood

Building NRA                  56,076 SF

<TABLE>
<CAPTION>
                              1994 Actual              1995 Actual           1996 Actual           1997 Budget
                          ------------------     -------------------    ------------------     -------------------
Item                        Amount    Per SF       Amount     Per SF      Amount    Per SF       Amount     Per SF
====================================================================    ==================     ===================
<S>                       <C>         <C>        <C>          <C>       <C>        <C>         <C>         <C>
INCOME
Gross Income              $ 545,493   $ 9.73     $ 555,708    $ 9.91    $ 540,010  $  9.63     $ 552,348   $  9.85
Reimbursements                    0     0.00             0      0.00       56,542     1.01        66,306      1.18
                          ------------------     -------------------    ------------------     -------------------
Total Income              $ 545,493   $ 9.73     $ 555,708    $ 9.91    $ 596,552  $ 10.64     $ 618,654   $ 11.03
                          ------------------     -------------------    ------------------     -------------------

EXPENSES
Real Estate Taxes         $  21,841   $ 0.39     $  41,793    $ 0.75    $  40,940  $  0.73     $  40,940   $  0.73
Operating Expense            40,654     0.72        44,875      0.80       53,435     0.95        53,741      0.96
General & Administrative        340     0.01         1,181      0.02        5,301     0.09        21,456      0.38
Management Fee               18,351     0.33        18,061      0.32       16,507     0.29        18,072      0.32
                          ------------------     -------------------    ------------------     -------------------
Total Expenses            $  81,186   $ 1.45     $ 105,910    $ 1.89    $ 116,183  $  2.07     $ 134,209   $  2.39
                          ------------------     -------------------    ------------------     -------------------

NET OPERATING INCOME      $ 464,307   $ 8.28     $ 449,798    $ 8.02    $ 480,369  $  8.57     $ 484,445   $  8.64
                          ==================     ===================    ==================     ===================
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                         Addenda
================================================================================

                                 Project Reports
<PAGE>

                        COMMERCE CENTER (EMERYWOOD PKWY)
                            PROJECT DESIGNATOR: COMM
                            REVISION: 7/ 3/97 @ 8:26
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 7/3/97 @ 14:57


BUILDING PROLOGUE

LEASEHOLD ANALYSIS OF COMMERCE CENTER (EMERYWOOD PKWY) BEGINNING 6/1997
FOR 31 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES

NRA
1997 VALUE  -  56,076
THEREAFTER  -  CONSTANT

OCCA
1997  VALUE -       56,076
1998  VALUE -       56,076
1999  VALUE -       56,076
2000  VALUE -       56,076
2001  VALUE -       56,076
2002  VALUE -       56,076
2003  VALUE -       42,057
2004  VALUE -       56,076
2005  VALUE -       56,076
2006  VALUE -       56,076
2007  VALUE -       56,076
2008  VALUE -       56,076
2009  VALUE -       56,076
2010  VALUE -       56,076
2011  VALUE -       56,076
2012  VALUE -       56,076
2013  VALUE -       42,057
2014  VALUE -       56,076
2015  VALUE -       56,076
2016  VALUE -       56,076
2017  VALUE -       56,076
2018  VALUE -       56,076
2019  VALUE -       56,076
2020  VALUE -       56,076
2021  VALUE -       56,076
2022  VALUE -       56,076
2023  VALUE -       42,057
2024  VALUE -       56,076
2025  VALUE -       56,076
2026  VALUE -       56,076
2027  VALUE -       56,076
THEREAFTER  -  CONSTANT


GROWTH RATES

INC1
1997 VALUE -          3.50
THEREAFTER -   CONSTANT

EXP
1997 VALUE -          3.50
THEREAFTER -   CONSTANT

ESCL
1997 VALUE -          3.00
THEREAFTER -   CONSTANT
<PAGE>

                                                                     PAGE      2


MARKET RATES

MKTI
1997 VALUE  -             15.00
THEREAFTER  -   GROWING AT GROWTH RATE INCI

TINW
1997 VALUE  -              8.00
THEREAFTER  -   GROWING AT GROWTH RATE EXP

TIRN
[Illegible] OF TINW

TIWA
[Illegible] OF TINW +65.0% OF TIRN

RESR
1997 VALUE -               0.25
THEREAFTER - GROWING AT GROWTH RATE EXP

MISCELLANEOUS INCOMES

NONE


EXPENSES

PROPERTY TAXES          , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -            40,087
THEREAFTER -    GROWING AT GROWTH RATE EXP

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -            53,471
THEREAFTER -      GROWING AT GROWTH RATE EXP

G&A EXPENSES            , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -           21,456
THEREAFTER - GROWING AT GROWTH RATE EXP

MANAGEMENT FEES         , REFERRED TO AS MGMT
AN INFORMATIONAL       EXPENSE
1997  VALUE -         18,143
1998  VALUE -         18,264
1999  VALUE -         18,391
2000  VALUE -         18,521
2001  VALUE -         18,656
2002  VALUE -         18,796
2003  VALUE -         21,851
2004  VALUE -         31,434
2005  VALUE -         32,548
2006  VALUE -         33,695
2007  VALUE -         34,878
2008  VALUE -         36,097
2009  VALUE -         37,354
2010  VALUE -         38,649
2011  VALUE -         39,984
2012  VALUE -         41,361
2013  VALUE -         31,754
2014  VALUE -         43,981
2015  VALUE -         45,542
2016  VALUE -         47,151
<PAGE>

                                                                       PAGE    3

2017  VALUE -         48,809
2018  VALUE -         50,518
2019  VALUE -         52,279
2020  VALUE -         54,095
2021  VALUE -         55,966
2022  VALUE -         57,895
2023  VALUE -         44,339
2024  VALUE -         61,586
2025  VALUE -         63,774
2026  VALUE -         66,029
2027  VALUE -         68,353
THEREAFTER  -  CONSTANT

OPERATING EXPENSES, REFERRED TO AS REC1
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0%, OF MGMT

Base Year Expense , REFERRED TO AS Base
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.O% OF OPEX
+100.0% OF G&A +100.O% OF MGMT

VACANCY ALLOWANCE

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -           2.00
THEREAFTER -    CONSTANT

MANAGEMENT FEE

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1997, VALUE -         3.00
THEREAFTER  - CONSTANT


COMMISSION CALCULATIONS

STANDARD METHOD #1 -       4.000% OF TOTAL RENT

STANDARD METHOD #2 -       2.000% OF TOTAL RENT

STANDARD METHOD #3 -       3.300% OF TOTAL RENT

STANDARD METHOD #4 -       0.000% OF TOTAL RENT

STANDARD METHOD #5 -       0.000% OF TOTAL RENT


COMMISSION PAYOUTS

STANDARD METHOD #1  - CASHED OUT

STANDARD METHOD #2  - CASHED OUT

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4  - CASHED OUT
<PAGE>

                                                                          PAGE 4

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION

1997 VALUE -          0.00
1998 VALUE -          0.00
1999 VALUE -          0.00
2000 VALUE -          0.00
2001 VALUE -          0.00
2002 VALUE -          0.00
2003 VALUE -          0.00
2004 VALUE -          0.00
2005 VALUE -          0.00
2006 VALUE -          0.00
2007 VALUE -          0.00
2008 VALUE -          0.00
2009 VALUE -          0.00
2010 VALUE -          0.00
2011 VALUE -          0.00
THEREAFTER - CONSTANT

ALTERATION  PAYOUTS

STANDARD METHOD #1 -   CASHED OUT

STANDARD METHOD #2 -   CASHED OUT

STANDARD METHOD #3 -   CASHED OUT

STANDARD METHOD #4 -   CASHED OUT

STANDARD METHOD #5 -   CASHED OUT


COMMON AREA MAINTENANCE POOL

NONE


CAPITAL EXPENDITURES

MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

DEFERRED MAINT
1997 VALUE -        10,000
1998 VALUE -          0.00
THEREAFTER -  CONSTANT


PRIMARY CLASSIFICATION CODES

NONE


SECONDARY CLASSIFICATION CODES

NONE
<PAGE>

                                                                         PAGE  5

COST CENTERS

NONE


SALES VOLUME PROFILE

            PERCENT OF         RELATIVE
MONTH      ANNUAL SALES        VOLUME
- -----      ------------        --------
JAN             8.33%             1.00
FEB             8.33%             1.00
MAR             8.33%             1.00
APR             8.33%             1.00
MAY             8.33%             1.00
JUN             8.33%             1.00
JUL             8.33%             1.00
AUG             6.33%             1.00
SEP             8.33%             1.00
OCT             8.33%             1.00
NOV             8.33%             1.00
DEC             8.33%             1.00
              -------          -------
TOTALS        100.00%            12.00


GLOBAL RECOVERIES

Base Year Expense , REFERRED TO AS BYES
PRO RATA SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


TENANT PROLOGUE

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS

NONE


TENANTS

THERE ARE A TOTAL OF 1 LEASEHOLD TENANT(S):

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

   1 - AMERICAN HOME FUND
<PAGE>

                                                                       PAGE    6

BASE LEASE DATES:       2/1993 TO 1/2003
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         56,076
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     9.85/SF/YR
THEREAFTER - GROWING AT   0.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE REC1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF   1.22/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH      VACANT   SQ FT    MONTHS OF
TERM  YEARS.MONTHS  MONTHS  INCREASE  FREE RENT   COMMISSIONS  ALTERATIONS
- ----  ------------  ------  --------  ---------   -----------  -----------
 1      10.00          3      NONE       NONE         YES          YES
 2      10.00          3      NONE       NONE         YES          YES
 3      10.00          3      NONE       NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE ESCL   PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

Base Year Expense
PRO RATA SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                        COMMERCE CENTER (EMERYWOOD PKWY)
                            PROJECT DESIGNATOR: COMM
                           REVISION: 7/ 3/97 @ 9 8:26
                                EXPIRATION REPORT
                        YEARS 1998 TO 2028, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 7/ 3/97 @ 14:58

                                  TERM/      BASE               TOTAL    MARKET
      TENANT          SQUARE FT  END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- -------------------   ---------  --------   -------  -------   -------   -------

# 1                              INITIAL
AMERICAN HOME FUND      56,076    1/2003      9.85     1.69     11.54     18.44
                       -------               -----    -----     -----     ------
 1 FY103 EXPIRATIONS    56,076                9.85     1.69     11.54     18.44

# 1                             RENEWAL 1
AMERICAN HOME FUND      56,076    4/2013     24.06     1.21     25.27     26.01
                       -------               -----    -----     -----     ------
 1 FY113 EXPIRATIONS    56,076               24.06     1.21     25.27     26.01
                       -------               -----    -----     -----     ------
 2 CUMULATIVE EXPS     112,152               16.95     1.45     18.41     22.22

# 1                             RENEWAL 2
AMERICAN HOME FUND      56,076    7/2023     33.94     1.68     35.62     36.69
                       -------               -----    -----     -----     ------
 1 FY124 EXPIRATIONS    56,076               33.94     1.68     35.62     36.69
                       -------               -----    -----     -----     ------
 3 CUMULATIVE EXPS     168,228               22.62     1.53     24.14     27.O5
<PAGE>

                        COMMERCE CENTER (EMERYWOOD PKWY)
                            PROJECT DESIGNATOR: COMM
                           REVISION: 7/ 3/97 @ 4 8:26
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)
                                 7/ 3/97 @ 14:58

         TENANT/
LEASE TYPE AND DATES/  BASE RENT/  COVERAGE/  SALES(000)/ RECOVERIES/  REVENUE/
      SQUARE FEET        PER SF     PER SF      PER SF      PER SF      PER SF
- ---------------------- ----------  ---------  ----------  ----------   --------

# 1
AMERICAN HOME FUND
BASE LEASE 2/93- 1/03     552,349          0           0      66,472     618,821
            56,076 SF        9.85       0.00        0.00        1.19       11.04
                       ----------  ---------  ----------  ----------   ---------
               TOTALS     552,349          0           0      66,472     618,821
            56,076 SF        9.85       0.00        0.00        1.19       11.04
                       ==========  =========  ==========  ==========   =========
<PAGE>

                        COMMERCE CENTER (EMERYWOOD PKWY)
                            PROJECT DESIGNATOR: COMM
                            REVISION: 6/27/97 @ 17:38
                                 TENANT REGISTER
                                 6/27/97 0 17:39

            TENANT                    SQUARE FEET    BEGIN DATE    END DATE
- -------------------------------       -----------    ----------    --------
#1 - AMERICAN HOME FUND                    56,076      2/1993       1/2003
                                      -----------
       1 TENANTS                           56,076
                                      ===========
<PAGE>

                        COMMERCE CENTER (EMERYWOOD PKKY)
                            PROJECT DESIGNATOR: COMM
                            REVISION: 6/27/97 @ 17:38
                            AVERAGE OCCUPANCY REPORT
                                 FOR ALL TENANTS
                                 6/27/97 @ 17:38

<TABLE>
<CAPTION>
                 1997      1998      1999        2000        2001        2002        2003        2004         2005
               -------   -------   -------     -------     -------     -------     -------     -------      -------
<S>             <C>       <C>       <C>         <C>         <C>         <C>         <C>         <C>          <C>
JANUARY         56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
FEBRUARY        56,076    56,076    56,076      56,076      56,076      56,076           -      56,076       56,076
MARCH           56,076    56,076    56,076      56,076      56,076      56,076           -      56,076       56,076
APRIL           56,076    56,076    56,076      56,076      56,076      56,076           -      56,076       56,076
MAY             56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
JUNE            56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
JULY            56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
AUGUST          56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
SEPTEMBER       56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
OCTOBER         56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
NOVEMBER        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
DECEMBER        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
               -------   -------   -------     -------     -------     -------     -------     -------      -------
AVERAGE SF
 OCCUPIED-OCCA  56,076    56,076    56,076      56,076      56,076      56,076      42,057      56,076       56,076

TOTAL SF-NRA    56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
               -------   -------   -------     -------     -------     -------     -------     -------      -------
OCCUPANCY %     100.00    100.00    100.00      100.00      100.00      100.00       75.00      100.00       100.00
               =======   =======   =======     =======     =======     =======     =======     =======      =======

                 2006      2007      2008        2009        2010        2011        2012        2013         2014
               -------   -------   -------     -------     -------     -------     -------     -------      -------
JANUARY         56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
FEBRUARY        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
MARCH           56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
APRIL           56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
MAY             56,076    56,076    56,076      56,076      56,076      56,076      56,076           -       56,076
JUNE            56,076    56,076    56,076      56,076      56,076      56,076      56,076           -       56,076
JULY            56,076    56,076    56,076      56,076      56,076      56,076      56,076           -       56,076
AUGUST          56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
SEPTEMBER       56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
OCTOBER         56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,C76
NOVEMBER        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
DECEMBER        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
               -------   -------   -------     -------     -------     -------     -------     -------      -------
AVERAGE SF
OCCUPIED-OCCA   56,076    56,076    56,076      56,076      56,076      56,076      56,076      42,O57       56,076

TOTAL SF-NRA    56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
               -------   -------   -------     -------     -------     -------     -------     -------      -------
OCCUPANCY %     100.00    100.00    100.00      100.00      100.00      100.00      100.00       75.00       100.00
               =======   =======   =======     =======     =======     =======     =======     =======      =======

                 2015      2016      2017        2018        2019        2020        2021        2022         2023
               -------   -------   -------     -------     -------     -------     -------     -------      -------
JANUARY         56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
FEBRUARY        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
MARCH           56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
APRIL           56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
MAY             56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
JUNE            56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
JULY            56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
AUGUST          56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076            -
SEPTEMBER       56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076            -
OCTOBER         56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076            -
NOVEMBER        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
DECEMBER        56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
               -------   -------   -------     -------     -------     -------     -------     -------      -------
<PAGE>

                                                                          PAGE 2

AVERAGE SF
OCCUPIED-OCCA   56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       42,057

TOTAL SF-NRA    56,076    56,076    56,076      56,076      56,076      56,076      56,076      56,076       56,076
               -------   -------   -------     -------     -------     -------     -------     -------      -------
OCCUPANCY %     100.00    100.00    100.00      100.00      100.00      100.00      100.00      100.00        75.00
               =======   =======   =======     =======     =======     =======     =======     =======      =======
</TABLE>

                           2024         2025        2026         2027
                         -------      -------      -------      -------
JANUARY                   56,076       56,076       56,076       56,076
FEBRUARY                  56,076       56,076       56,076       56,076
MARCH                     56,076       56,076       56,076       56,076
APRIL                     56,076       56,076       56,076       56,076
MAY                       56,076       56,076       56,076       56,076
JUNE                      56,076       56,076       56,076       56,076
JULY                      56,076       56,076       56,076       56,076
AUGUST                    56,076       56,076       56,076       56,076
SEPTEMBER                 56,076       56,076       56,076       56,076
OCT0BER                   56,076       56,076       56,076       56,076
NOVEMBER                  56,076       56,076       56,076       56,076
DECEMBER                  56,076       56,076       56,076       56,076
                         -------      -------      -------      -------
AVERAGE SF
OCCUPIED-OCCA             56,076       56,076       56,076       56,076

TOTAL SF-NRA              56,076       56,076       56,076       56,076
                         -------      -------      -------      -------
OCCUPANCY %               100.00       100.00       100.00       100.00
                         =======      =======      =======      =======
<PAGE>

                                                                         Addenda
================================================================================

                                 Investor Survey
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                     8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19

<PAGE>

                                                                         Addenda
================================================================================

                            Appraiser Qualifications
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Professional Affiliations:

      Member of the Appraisal Institute (MAI Designations #9812)
      District of Columbia Certified General Real Estate Appraiser (#GA00010267)
      Commonwealth of Virginia Certified General Real Estate Appraiser
       (#4001002465)
      State of Maryland Certified General Real Estate Appraiser (#7220)
      State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

      Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
      Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. April 1990 to present.

      Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977
      to April 1990.

      Other real estate experience includes work as a residential listing and
      selling agent preparing market analyses and origination contracts.

      Experience includes appraisal of the following types of property.

      Office Buildings                Medical Office Buildings
      Regional Malls                  Power Centers
      Outlet Centers                  Community & Neighborhood Shopping Centers
      Department Stores               Industrial Buildings
      Residential Subdivisions        Single Family Residences
      Multi-Family Properties         Condominiums/Duplexes
      Subdivision Analysis            Farm/Ranch
      Mixed Use Properties            Golf Courses
      Grape Vineyards                 Special Purpose Facilities
      Commercial Land                 Hotel/Motel
      Ad Valorem Tax Appeals

      Appraisal and consulting services used for mortgage loans, relocations,
      gift and estate tax, condemnation and litigation purposes.

      Qualified as an expert witness in state and federal real estate court
      cases.

Education:

      Bachelor of Arts (Political Science), 1981
      University of Texas at Arlington, Arlington, Texas.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

    Appraisal Institute Courses:

         #1Al - Real Estate Appraisal Principles
         #1A2 - Basic Valuation Procedures
         #1Bl - Capitalization Theory & Techniques, Part A
         #1B2 - Capitalization Theory & Techniques, Part B
         #410 - Standards of Professional Appraisal Practice, Part A (USPAP)
         #420 - Standards of Professional Appraisal Practice, Part B (Al)
         #21 - Case Studies in Real Estate Valuation
         #22 - Report Writing and Valuation Analysis
         #82 - Residential Valuation Procedures

     Additional Accredited Real Estate Courses:

         Real Estate Appraisal
         Principles of Real Estate
         Real Estate Marketing
         Real Estate Finance
         Property Management

         Federal National Mortgage Corporation (Fannie Mae) - Appraisal Training

      Certified in the Appraisal's Institute's voluntary program of continuing
      education for its designated members.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                                  Kelly J. Small

Professional Affiliations:

      Candidate Member of the Appraisal Institute (#M921847)
      State of Maryland Certified General Real Estate Appraiser (#20143)
      Maryland Salesperson License (#313081)

Appraisal/Real Estate Experience:

      Appraiser, Cushman & Wakefield of Washington, D.C., Inc., Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. Member of National Affordable Housing Group.
      October, 1995 to present.

      Staff Appraiser, Legg Mason Realty Group, Inc., Baltimore, Maryland.
      February, 1990, through October, 1995.

      Other work experience includes financial analyst, market research analyst
      and real estate settlement work.

      Experience includes appraisal of the following types of property:

      Office Buildings                         Shopping Centers
      Subdivision Development Analysies        Industrial Facilities
      Commercial Land                          Multi-Family Properties
      Single Family Residences                 Leasehold/Leased Fee Interests
      Hotel                                    Special Purpose Facilities
      Manufacturing Facilities                 Warehouse Facilities

Education:

      Bachelor of Science (Finance), 1990
      University of Baltimore, Baltimore, Maryland

      Masters of Science (Real Estate Development), 1996
      The Johns Hopkins University, Baltimore, Maryland

      Appraisal Institute Courses:

             #1Al - Real Estate Appraisal Principles
             #1A2 - Basic Valuation Procedures
             #1Bl - Capitalization Theory & Techniques, Part A
             #1B2 - Capitalization Theory & Techniques, Part B
             #410 - Standards of Professional Appraisal Practice, Part A (USPAP)
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                                  Kelly J. Small

             #420 - Standards of Professional Appraisal Practice, Part B (Al)
             #540 - Report Writing and Valuation Analysis
             #550 - Advanced Applications

      Specific course work and seminars:

             The new URAR Appraisal Reports, Emerging Trends
             Affordable Housing Tax Credit Coalition seminars




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                  -----------------------------------------
                  COMPLETE APPRAISAL
                  OF REAL PROPERTY

                  East Gate Corporate Center
                  Various Locations
                  Mount Laurel and Moorestown Townships
                  Burlington County, Pennsylvania
                  -----------------------------------------

                  IN A SELF-CONTAINED REPORT
                  As of July 1, 1997

                  Prepared For:

                  Goldman Sachs Mortgage Company
                  85 Broad Street
                  New York, New York 10004

                  Prepared By:

                  Cushman & Wakefield of Pennsylvania, Inc.
                  Valuation Advisory Services
                  Two Logan Square - 20th Floor
                  Philadelphia, Pennsylvania 19103
<PAGE>

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

                       [LETTERHEAD OF CUSHMAN & WAKEFIELD]

July 1, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:     Complete Appraisal of Real Property
        East Gate Corporate Center
        Various Locations
        Mount Laurel and Moorestown Townships
        Burlington County, Pennsylvania

Dear Mr. Schechner:

In fulfillment of our agreement as outlined in the Letter of Engagement, Cushman
& Wakefield, Inc. is pleased to transmit our self-contained appraisal report
estimating the market value of the leased fee estate in the subject property.

The value opinion reported below is qualified by certain assumptions, limiting
conditions, certifications, and definitions, which are set forth in the report.
This report was prepared for Goldman Sachs Mortgage Company and is intended only
for its specified use. It may not be distributed to or relied upon by other
persons or entities without written permission of Cushman & Wakefield, Inc.

This appraisal report has been prepared in accordance with our interpretation of
your institution's guidelines, the regulations of OCC and the Uniform Standards
of Professional Appraisal Practice, including the Competency Provision and The
Financial Institutions Reform, Recovery and Enforcement Act (FIRREA) and the
guidelines of federal regulatory agencies.

The property was inspected by and the report was prepared by John J. Lynch, MAI
and Joseph Vizza under the supervision of John B. Rush, MAI.
<PAGE>

Mr. Sheridan Schechner
Goldman Sachs Mortgage Company        Page 2                       July 1, 1997

Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of July 1, 1997, was:

         FORTY SEVEN MILLION THREE HUNDRED TWENTY FIVE THOUSAND DOLLARS
                                   $47,325,000

The East Gate Corporate Center includes ten separate improved parcels and four
vacant development parcels more fully described within the body of this report.
Individual cash flow projections have been prepared on each building leading to
a conclusion of value on a building by building basis. The individual values are
as follows:

         700 East Gate Drive                            $ 11,200,000
         701 East Gate Drive                            $  6,800,000
         303 Fellowship Drive                           $  4,300,000
         305 Fellowship Drive                           $  5,100,000
         307 Fellowship Drive                           $  4,300,000
         309 Fellowship Drive                           $  4,500,000
         815 East Gate Drive                            $  1,675,000
         817 East Gate Drive                            $  1,600,000
         304 Harper Drive                               $  1,850,000
         305 Harper Drive                               $    900,000
         4 Development Parcels                          $  5,100,000
                                                        ------------
         Total                                          $ 47,325,000

This letter is invalid as an opinion of value if detached from the report, which
contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Pennsylvania, Inc.


/s/ John J. Lynch, MAI
- -----------------------------------
John J. Lynch, MAI
State Certified Appraiser #RG-01269


/s/ Joseph G. Vizza
- -----------------------------------
Joseph G. Vizza
State Certified Appraiser #RG-01426


/s/ John B. Rush, MAI
- -----------------------------------
 State Certified Appraiser #RG-00808

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================



                               [graphic omitted]

                               700 East Gate Drive



                               [graphic omitted]

                               701 East Gate Drive
<PAGE>

                                                 Photographs of Subject Property
================================================================================





                               [graphic omitted]

                               303 Fellowship Road



                               [graphic omitted]

                               305 Fellowship Road
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [graphic omitted]

                               307 Fellowship Road



                               [graphic omitted]

                               309 Fellowship Road
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [graphic omitted]

                               815 East Gate Drive



                               [graphic omitted]

                              817 East Gate Drive
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [graphic omitted]

                                304 Harper Drive



                               [graphic omitted]

                                305 Harper Drive
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [graphic omitted]

                  View of Developmental Lands Along Nixon Drive


                               [graphic omitted]

                   View of Development Land Along Nixon Drive
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

This is a portfolio of single story office/flex and mid-rise office buildings
which form a part of East Gate Corporate Center. Located in Mount Laurel and
Moorestown Townships, Burlington County, New Jersey, it is an attractive and
modern corporate complex which is bordered by the New Jersey Turnpike to the
south, Route 38 to the north, and Route 73 to the west. Interstate 295
essentially bi-sects the complex from east to west. Additionally, the property
includes four vacant retail development parcels in the East Gate Square complex.
The street addresses of the properties which comprise the subject are as
follows:

<TABLE>
<CAPTION>
===================================================================================================================
                                                      Land       Rentable         Year
     Address            Property Type                 Area      Bldg. Area     Constructed   Occupancy    # Tenants
- -------------------------------------------------------------------------------------------------------------------
<S>                    <C>                         <C>          <C>               <C>            <C>          <C>
700 East Gate Drive    Mid-rise office             6.855 acs.   118,071 s.f       1984           93%          14
                                                                                                              
701 East Gate Drive    Mid-rise office             11.250 acs.  61,477 s.f.       1986          100%          10
                                                                                                              
303 Fellowship Road    Mid-rise office             4.710 acs.   53,208 s.f.       1979           90%           6
                                                                                                              
305 Fellowship Road    Mid-rise office             4.207 acs.   55,649 s.f.       1980           90%           6
                                                                                                              
307 Fellowship Road    Mid-rise office             5.000 acs.   54,577 s.f.       1981           87%           18
                                                                                                               
309 Fellowship Road    Mid-rise office             5.102 acs.   55,351 s.f.       1982           76%           7
                                                                                                              
815 East Gate Drive    Single story office         5.980 acs.   25,500 s.f.       1986           88%           2
                                                                                                              
817 East Gate Drive    Single story office         See Note     25,351 s.f.       1986          100%           2
                                                                                                              
304 Harper Drive       Two story office            2.510 acs.   29,537 s.f.       1975           91%           8
                                                                                                              
305 Harper Drive       Single story office/flex    2.000 acs.   14,980 s.f.       1979          100%           1
                                                                                                              
Vacant Parcels         Retail land                 48.087 acs.     N/A             N/A           N/A          N/A
===================================================================================================================
</TABLE>

Note: 815-817 East Gate Drive represents two buildings supported by one site.

Property Ownership and Recent History

The properties were constructed by an affiliated entity of its current owner,
Atlantic American Properties. The subject is part of a portfolio of property
previously owned by Bell Atlantic Properties. Atlantic American Properties
acquired Bell Atlantic Properties as a going concern.

Purpose and Intended Use of the Appraisal

The purpose of this appraisal is to estimate the market value of the appropriate
leased fee/fee simple estate on July 1, 1997. The appraisal is to be used in
conjunction with a proposed mortgage financing of the subject property.

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


                                      -1-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                                    INTRODUCTION
================================================================================

Extent of the Appraisal Process
      In the process of preparing this appraisal, we:

      o     Inspected the exterior of the building and the site improvements and
            a representative sample of tenant spaces with Peter Corcoran,
            Director of Portfolio Management for Atlantic American Properties at
            East Gate Center.

      o     Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            manager.

      o     Reviewed a detailed history of income and expense and a budget
            forecast for 1997 including the budget for planned capital
            expenditures and repairs.

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files.

      o     Prepared an estimate of stabilized income and expense (for
            capitalization purposes).

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.)

      o     Prepared Sales Comparison and Income Approaches to value for the
            improved properties.

      o     Prepared Sales Comparison Approaches to value for the vacant
            properties.

Date of Value and Property Inspection

The date of value is July 1, 1997. We inspected the property on May 27, 1997.

Property Rights Appraised

Leased fee estate for improved properties; fee simple estate for vacant land.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

The definition of market value taken from the Uniform Standards of Professional
Appraisal Practice of the Appraisal Foundation, is as follows:

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

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


                                      -2-
                                                                       CUSHMAN &
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                                                     ---------------------------
<PAGE>

                               [graphic omitted]


                                 [Regional Map]
<PAGE>

                                                                    Introduction
================================================================================

      1.    Buyer and seller are typically motivated;

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

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

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

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

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market". Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal. Based our analysis of market data, as
      well as the fact that the subject consists of a well maintained and
      located portfolio of modern facilities, we estimate a reasonable Exposure
      Time to have been six to nine months for the subject at the concluded
      opinion of value reported.

The following definitions of pertinent terms are taken from the Dictionary of
Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Fee Simple 

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

      Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

      Legal Description

      The properties which comprise the subject are legally identified by the
      Mount Laurel and Moorestown Township Assessor's Office as described in the
      chart on the following page. We have not been provided with the metes and
      bounds legal description of the sites, therefore, none is exhibited.

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


                                      -3-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    INTRODUCTION
================================================================================


================================================================================
     Address                         Township         County      Block    Lot
- --------------------------------------------------------------------------------
700 East Gate Drive                 Mount Laurel    Burlington   1201.02    4   
                                                                                
701 East Gate Drive                 Mount Laurel    Burlington   1201.01    1   
                                                                                
303 Fellowship Road                 Mount Laurel    Burlington   1201.02    1.2 
                                                                                
305 Fellowship Road                 Mount Laurel    Burlington   1201.02    3   
                                                                                
307 Fellowship Road                 Mount Laurel    Burlington   1201.02    2   
                                                                                
309 Fellowship Road                 Mount Laurel    Burlington   1201.02    1   
                                                                                
815-17 East Gate Drive              Mount Laurel    Burlington   1201.04    1.1 
                                                                                
304 Harper Drive                    Moorestown      Burlington   3202       2   
                                                                                
305 Harper Drive                    Moorestown      Burlington   3201       2   
                                                                                
East Side Nixon Dr. (vacant land)   Moorestown      Burlington   3003       1   
                                                                                
East Side Nixon Dr. (vacant land)   Moorestown      Burlington   3200       1   
                                                                                
East Side Nixon Dr. (vacant land)   Moorestown      Burlington   3200       2   
                                                                                
East Side Nixon Dr. (vacant land)   Moorestown      Burlington   3002       1   
                                                                                
East Side Nixon Dr. (vacant land)   Mount Laurel    Burlington   1200       1.04
================================================================================

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


                                      -4-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================


Philadelphia Metropolitan Area

      The subject property is located on the eastern side of the Philadelphia
Metropolitan Area in Burlington County, New Jersey. The Philadelphia
Metropolitan Area, itself, encompasses over 3,500 square miles through the
counties immediately surrounding the city in both Pennsylvania and New Jersey.
The greater metropolitan area is actually part of a larger economic and
geographic entity known as the Delaware Valley, which extends from Trenton, New
Jersey at the north to Wilmington, Delaware at the south. The Delaware Valley is
a closely integrated market which pervades the many political subdivisions
incorporated in it.

Population

      According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
about five million represents a .4 percent increase over that counted in 1990.
The statistics indicated population growth in the suburban counties surrounding
Philadelphia, with a decline in the city itself. The current population of
Burlington County is reported to be about 408,800, an increase of approximately
1.4 percent since 1990. These statistics are significant in that demographers
believe population growth is directly tied to employment growth.

================================================================================
                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (in Thousands)
================================================================================
  County            1980       1990       % Change       1995        % Change
================================================================================
Bucks               483.8      541.2       + 11.9%       570.6        + 5.4%
- --------------------------------------------------------------------------------
Chester             320.1      376.4       + 17.6%       399.7        + 6.2%
- --------------------------------------------------------------------------------
Delaware            552.2      547.7        - 0.8%       548.2        + 0.1%
- --------------------------------------------------------------------------------
Montgomery          644.6      678.1        + 5.2%       703.2        + 3.7%
- --------------------------------------------------------------------------------
Philadelphia      1,668.2    1,585.6        - 5.0%     1,521.5        - 4.0%
- --------------------------------------------------------------------------------
Burlington          366.0      395.1        + 8.0%       400.8        + 1.4%
- --------------------------------------------------------------------------------
Camden              472.8      502.8        + 6.4%       506.6        + 0.8%
- --------------------------------------------------------------------------------
Gloucester          202.1      230.1       + 13.9%       243.1        + 5.7%
- --------------------------------------------------------------------------------
Salem                65.0       65.3        + 0.5%        64.6        - 1.1%
- --------------------------------------------------------------------------------
Total Metro Area  4,774.8    4,922.3        + 3.1%     4,958.3         + .7%
- --------------------------------------------------------------------------------
Source: U.S. Census Bureau
================================================================================

Employment

      The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 35 percent of the region's 2.2+/-
million in the wage and salary workforce is now employed in the service
industries, as contrasted with the approximate 14 percent employed in
manufacturing. Furthermore, another 23 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.

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                                      -5-
                                                                       CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                         Philadelphia Metropolitan Area
                          January Employment Statistics
                                 (In Thousands)
================================================================================
Industry Classification           1990      1995     (delta)   1997      (delta)
================================================================================
Manufacturing                     358.6     311.8     -2.6%    305.6     -2.0%
Construction & Mining              95.4      73.9     +6.0%     73.2     -1.0%
Transportation, Communication      99.0     104.5     +3.3%    104.7     +1.9%
  & Utilities                                                           
Wholesale & Retail Trades         508.0     482.8     -2.3%    494.6     +2.4%
Finance, Insurance & Real Estate  167.6     155.1     -1.3%    154.2     -0.6%
Services                          659.1     717.5     +4.3%    765.4     +6.7%
Government                        308.4     303.3     +0.6%    298.7     -1.5%
                                ------------------------------------------------
Total Wage & Salary Employment  2,196.1   2,148.9     +0.8%  2,196.4     +2.2%
                                ================================================
Total Civilian Labor Force      2,409.0   2,397.6     -0.9%  2,450.3     +2.2%
                                ================================================
Unemployment                      114.1     143.5              123.3 
Unemployment Rate                   4.7%      6.0%               5.0%
================================================================================
Source: Pennsylvania Department of Labor and Industry
================================================================================

      According to statistics prepared by the Pennsylvania Department of
Industry and Labor, wage and salary employment in the Philadelphia Metropolitan
Area increased by 47,500 jobs or 2.2 percent between 1995 and 1997.
Additionally, the total civilian labor force which includes wage and salary
employment plus those who are self-employed increased by 52,700 workers. As can
be seen, a vast majority of this growth in employment is in the service
industries and the wholesale and retail trades. The continued growth in the
service industries as well as the relative stability in the finance, insurance
and real estate classification is significant to real property like the subject
as it is from these groups that the occupants of office space come.

      The state Department of Industry and Labor reports that, within the
service industries, business services, particularly temporary help agencies and
accounting firms, led this employment classification with a growth of 27,900
jobs created since 1992. Second place goes to medical services with 12,600 new
jobs created in the Philadelphia Metropolitan Area over the past four years.
Private sector education was third growing by 19,900 jobs. A listing of the ten
largest employers in Burlington County alone bears out these statistics.

================================================================================
                          Largest Non-Public Employers
                                Burlington County
- --------------------------------------------------------------------------------
             Employer                     Local Employees   Product or Service
================================================================================
Martin Marietta Government                   3,000         Air Defense Systems
  Electronic Systems                                       Radar
- --------------------------------------------------------------------------------
Memorial Health Alliance                     1,372         Community Nursing
                                                           Services
- --------------------------------------------------------------------------------
Computer Sciences Corp.                      1,206         Technology Systems
- --------------------------------------------------------------------------------
Graduate Health System                         995         Health Care
- --------------------------------------------------------------------------------
Deborah Heart and Lung Center                  970         Heart and Lung
                                                           Specialization
- --------------------------------------------------------------------------------
PHH US Mortgage Corp.                          858         Mortgage Banker
- --------------------------------------------------------------------------------
Inductotherm Industries, Inc.                  807         Metals Distributor
- --------------------------------------------------------------------------------
Automatic Data Processing, Inc.                650         Financial Information
                                                           Services
- --------------------------------------------------------------------------------
West Jersey Hospital-Marlton                   592         Medical/Surgical
                                                           Hospital
- --------------------------------------------------------------------------------
JCI Data Processing, Inc.                      500         Data Processing
                                                           Services
- --------------------------------------------------------------------------------
Source: Philadelphia Business Journal
================================================================================

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                               Regional Analysis
================================================================================

      According to the Pennsylvania Department of Labor and Industry, the March,
1997 unemployment rate in the nine county Philadelphia Metropolitan Area was 4.9
percent as compared to 5.8 percent for the State of New Jersey and 5.5 percent
for the U.S. as a whole. At the same time, the unemployment rate for Burlington
County was reported to be 4.5 percent.

Income

      The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$39,470 or 28th of the 320 metro markets surveyed. This compares to $33,333 for
the Commonwealth of Pennsylvania, $42,247 for the State of New Jersey and
$32,238 for the United States as a whole. Burlington County ranks fourth in
current median household income level in the Metropolitan Area at $44,967 per
dwelling unit.

================================================================================
                                Income Statistics
                         Philadelphia Metropolitan Area
================================================================================
                                                 Effective
                                               Buying Income    Median Household
    County                  Households         (in Thousands)         EBI
================================================================================
Bucks                         203,700           $11,424,599        $48,814
- --------------------------------------------------------------------------------
Chester                       143,400             9,732,884         55,798
- --------------------------------------------------------------------------------
Delaware                      202,900            10,359,964         42,366
- --------------------------------------------------------------------------------
Montgomery                    269,700            16,369,926         47,723
- --------------------------------------------------------------------------------
Philadelphia                  571,500            20,080,366         27,542
- --------------------------------------------------------------------------------
Burlington                    140,600             7,341,632         44,967
- --------------------------------------------------------------------------------
Camden                        178,900             8,049,714         37,788
- --------------------------------------------------------------------------------
Gloucester                     83,900             3,700,926         39,978
- --------------------------------------------------------------------------------
Salem                          23,500             1,019,275         38,123
================================================================================
Total                       1,818,100           $88,079,286        $39,470
================================================================================
Source: Sales & Marketing Management 1996                              
================================================================================

Retail Sales

      Retail sales in the Philadelphia Metropolitan Area are currently estimated
to approach $44 billion annually. The Philadelphia area ranked fifth nationally
behind Chicago, Los Angeles, New York and Washington, D.C. in total retail sales
for 1995, the last year for which statistics are currently available. Retail
sales in this metropolitan area have increased at a compound annual rate of 4.2
percent since 1990. Within Burlington County, the annual retail sales for 1995
were estimated to be about $4.03 billion, up 5.5 percent from the previous year
sales. Retail sales in Burlington County have increased at a compound annual
rate of 3.5 since 1990.

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


                                      -7-
                                                                       CUSHMAN &
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<PAGE>

                                                               Regional Analysis
================================================================================

                                  Retail Sales
              Philadelphia Metropolitan Area and Burlington County
                                 (in Thousands)
================================================================================
              Metropolitan                          Burlington
Year          Philadelphia        % Change            County          % Change
================================================================================
1990          $36,033,312                           $3,386,918
- --------------------------------------------------------------------------------
1991          $35,120,446            - 2.5%         $3,484,868          + 2.9%
- --------------------------------------------------------------------------------
1992          $39,811,716            +12.2%         $3,749,545          + 7.6%
- --------------------------------------------------------------------------------
1993          $40,858,286            + 2.6%         $3,801,449          + 1.4%
- --------------------------------------------------------------------------------
1994          $43,480,561            + 6.4%         $3,820,845          + 0.5%
- --------------------------------------------------------------------------------
1995          $44,309,612            + 1.9%         $4,029,369          + 5.5%
- --------------------------------------------------------------------------------
Compound Annual Change               + 4.2%                             + 3.5%
================================================================================
Source: Sales & Marketing Management 1991-1996
================================================================================

Linkages

      The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

      The central core of this metropolitan area, the City of Philadelphia,
continues to experience a fiscal crisis precipitated by a diminishing tax base
and the increased need for new and costly municipal services. However, the
current administration and council are now cooperating to promote fiscal
responsibility which has created the city's first operating surplus in years. On
the other hand, the surrounding suburban counties have been the focus of the
region's population and job growth over the last decade. This trend is expected
to continue into the next century.

      Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that the
opportunities for low cost start-up companies are less. Fortunately, the
patchwork of existing small to mid-sized companies in the Philadelphia
Metropolitan Area should protect this region from the severe economic shocks
seen in many single industry towns.

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                                      -8-
                                                                       CUSHMAN &
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<PAGE>

                                                               Regional Analysis
================================================================================

      Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate market is giving way to
optimism as availabilities are absorbed through the current economic expansion.
It is our conclusion that the long term trends of the region should eventually
exert positive influences on the values of well located and well designed real
property.
================================================================================


                                      -9-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               [GRAPHIC OMITTED]

                                Neighborhood Map


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

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

Moorestown and Mt. Laurel, New Jersey

      The subject property is located within Moorestown Township, a short
distance north of its border with Mt. Laurel Township. These communities lie
approximately ten miles northeast of Philadelphia's central business district.
Together, Moorestown and Mount Laurel townships function as a single
neighborhood by virtue of the highway system linking them to the rest of the
metropolitan region as well as a similarity in land uses and types of
development. The townships are mainly characterized by a complementary mixture
of commercial, office, industrial and residential land uses in an attractive
suburban setting.

      According to the latest figures available, the Moorestown/Mount Laurel
Area has a current population of approximately 46,400. Since 1980, the
population of these communities has increased approximately 92 percent. During
the decade of the Eighty's, this area had been the fastest growing portion of
Burlington County. As available land for development in both Moorestown and
Mount Laurel Townships diminish, we anticipate that the focus of future
development will shift to the more rural, outlying areas of the county.

      The growth and development of both townships is directly related to the
excellent transportation system serving the immediate area. The subject property
is located less than one mile north of Route 38 and south of Route 130.
Additionally, both Interstate 295 and the New Jersey Turnpike can be accessed
within two miles of the subject property. The road network provides access to
points throughout the Philadelphia Metropolitan Area and beyond.

      The nearest major retail commercial development is the Moorestown Mall, a
1.2 million square foot regional mall anchored by Strawbridge's, Sears and
Boscov's. Immediately to the rear of the mall is East Gate Square, a power
center which is being constructed in four phases. Phase I and 11 were
constructed in 1993 and 1995, respectively. Phase I is a 241,000 square foot
center, plus a separately owned 130,000 square foot freestanding Home Depot.
Phase 11 is a 154,000 square foot center. Phase III is currently under
development and will contain 119,000 square feet when completed in July, 1997.
Phase IV will contain 100,386 square feet of retail area when completed.
Including the Home Depot store adjoining Phase 1, East Gate will contain a total
of approximately 744,000 square feet of retail area by July 1997. Finally, there
is vacant land available for an additional 120,000 square feet of future retail
area. There is additional retail and commercial development along Route 38, west
of the Moorestown Mall, as well as along Route 73. Main Street in the town of
Moorestown also features a wide variety of retail and office uses.

      Residential development in the Moorestown/Mount Laurel area is attractive
and quite diverse. Moorestown is one of the most desirable residential locations
in all of South Jersey with prices of single family dwellings ranging between
$175,000 to upwards of $1,000,000. The township also offers a good inventory of
multi-family rental properties. Both townships also benefit from all of the
cultural, educational, and recreational facilities which the fourth largest
metropolitan center in the country can offer.

      Office and industrial activity in Mount Laurel in the East Gate Center,
and in Moorestown in three projects; Moorestown Corporate Center, Moorestown
Techni-Park, and the Moorestown Industrial Park. Occupants in these developments
include General Motors Training Center, Advanced Technology Laboratories,
Raytheon Commercial Credit, Merrill Lynch, Semcor, and Computer Sciences
Corporation, among others.

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


                                      -10-
                                                                       CUSHMAN &
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<PAGE>

                                                                 Market Analysis
================================================================================

      In summary, the Moorestown/Mount Laurel area witnessed significant
development activity in the Eighty's. Moorestown, itself, is known as one of the
most desirable residential communities in Southern New Jersey. Along with this
residential base, the township offers a broad mix of commercial and
non-offensive light industrial uses. Both Moorestown and Mount Laurel Township
are affluent communities which offer a full range of residential housing
alternatives, commercial services, excellent schools and recreational areas. The
long term trend for these communities is considered positive.

General Office Market Overview

      Office buildings, as an asset class, are attracting renewed interest from
investors in the current market. Many believe suburban office buildings offer
the greatest upside potential among the various property types. Prices for the
best quality suburban office buildings have increased due to buyer demand.

      In most suburban markets, office vacancies have declined reflecting the
expansions of small business. Most acknowledge that the market has
"bottomed-out" as rents are generally stabilizing. More recently, as buyer
demand pushes prices up, some investors are more willing to pay for "future"
dollars, when only 18 months ago purchase decisions were based solely on revenue
in place.

      The lack of new construction is also viewed as a positive in the office
market. Though firms are leasing less space per employee than ever before, once
the current economic recovery solidifies, office building owners are now in a
stronger negotiating position as demand outpaces supply. Still, in most
communities, there is plenty of land available for new competition.

      The job growth which is occurring now comes from small and mid-sized
technologically sophisticated firms. These, more than most, seek suburban
locations which are close to their employees. By moving closer to their
employees, commuting time is less which, some say, creates a more productive
workforce. Frequently, occupancy costs are lower in the suburbs than in the
urban core which translates back into corporate profitability. The subject
property benefits from such trends, particularly due to its location outside the
Philadelphia city limits.

      The subject property shares in these macro-market observations and trends.
More importantly, the subject competes in its own micro-market for tenants,
users and ultimately, investment returns. The following is a detailed
description of this local marketplace.

Market Supply

      The subject improvements include a series of single story and multi-story
office buildings. These properties compete for tenants in what Cushman &
Wakefield designates the Burlington submarket area of the eastern suburbs of
Philadelphia. There are approximately 4.6 million square feet of existing
commercial office space in the Burlington marketplace. The following chart is an
overview of this marketplace as of the 1st Quarter of 1997. 11

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


                                      -11-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                             Office Market Overview
                                Burlington County
                                 March 31, 1997

================================================================================
Class of Space     Total Rentable Area     Total Area Available     Vacancy Rate
================================================================================
       A             1,251,569 SF            113,261 SF                  9.0%
       B             2,980,203 SF            496,851 SF                 16.7%
       C             350,000 SF              42,499 SF                  12.1%
                   -------------------------------------------------------------
Total Inventory      4,581,772 SF            652,611 SF                 14.2%
================================================================================

      As of March 31, 1997, total vacancy in this marketplace was reported to be
approximately 14.2 percent, down from 19.5 percent at the same time last year.
In any type of market,there must be an inventory of goods maintained in order to
satisfy demand. Within the commercial office market, some space must be
maintained at all times to accommodate the constant shifting of tenants. The
following is a listing of blocks of contiguous space in the Burlington County
marketplace.

================================================================================
                           Blocks of Contiguous Space
                          20,000 Square Feet or Greater
                            Burlington County Market
                                 March 31, 1997
================================================================================
       Location                                      Rentable Contiguous Area
================================================================================
Moorestown Corporate Center 11                              75,000 SF
Moorestown Corporate Center 1                               75,000 SF
4000 Midlantic Drive                                        45,432 SF
Marlton Executive Park                                      24,935 SF
701 East Gate Drive                                         21,000 SF
================================================================================

      A shortage in available inventory is indicated in the market when there is
a discernible lack of prime contiguous office space for larger users. Under
these conditions, new construction is stimulated. At present, there are no
projects under construction in the Southern New Jersey market area.
Additionally, there are five blocks of space in excess of 20,000 contiguous
square feet. Land does exist in this marketplace for new competition. However,
given these sets of circumstances, we do not foresee new construction for some
time to come.

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


                                      -12-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      Over the last 24 months, the vacancy rate in the Burlington County
marketplace has declined dramatically from 19.8 percent at the end of the 1st
Quarter of 1995 down to its current level of 14.2 percent. Interestingly, the
vacancy that does exist in this market is concentrated in the average and below
average buildings, much of which should not have ever been built or renovated.
Older, lesser quality office space cannot compare against newer, functional
buildings. The aggregate amount of these spaces is such that many analysts are
now suggesting structural vacancy to be well above the conventional five percent
utilized in past years. On a relative basis, most of the vacancy in the current
market is in the older lesser grades of space. The following chart summarizes
overall vacancy and total availabilities in the local market over the past 24
months.

================================================================================
                    Office Market Vacancy and Availabilities
                                Burlington County
================================================================================
     Period                     Space Available              Vacancy Rate
================================================================================
1st Quarter, 1997                 652,611 SF                     14.2%
 Year End, 1996                   632,093 SF                     13.8%
1st Quarter, 1996                 894,065 SF                     19.5%
 Year End. 1995                   913,126 SF                     19.5%
1st Quarter, 1995                 925,380 SF                     19.8%
================================================================================

      Nonetheless, a dis-equilibrium continues in this marketplace. With a 14
percent vacancy rate, a user has several alternatives before considering a
build-to-suit transaction. In light of the current costs of construction
relative to market rental rates, this alternative is not entirely feasible at
the current time. For these reasons, we anticipate that rental rates in this
market will not escalate as rapidly as rental rates in the Pennsylvania suburbs
where vacancies are lower.

Market Demand

      Market demand for office space is primarily measured by absorption
statistics. Demand for office space in the Burlington County market has
historically come from the movement of users outward from within the City of
Philadelphia and from the formation of new high tech/service oriented
businesses. There was a substantial increase in positive absorption in 1996 as
compared to 1995, increasing from approximately 15,000 in 1995 to approximately
69,000 in 1996. For the first quarter of 1997, there has been negative
absorption of 21,000+/- square feet. Leasing activity averaged 399,000+/- square
feet annually in 1995 and 1996, with an additional 27,000+/- square feet in the
first quarter of 1997.

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


                                      -13-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                      Office Market Absorption and Leasing
                                Burlington County
================================================================================
     Period                       Absorption                    Leasing
================================================================================
1st Quarter, 1997                -20,518 SF                    27,274 SF
 Year End, 1996                   68,916 SF                   388,649 SF
1st Quarter, 1996                -91,906 SF                    72,881 SF
 Year End, 1995                   14,978 SF                   408,958 SF
1st Quarter, 1995                 -1,342 SF                    87,866 SF
================================================================================

      From an overall market perspective, absorption statistics are highly
indicative of long term growth or decline. Among the various properties which
compete for tenants, leasing activity serves as an indication of movement around
a specific marketplace. Where absorption is the net change in occupied space
over a period of time, leasing is the sum of all completed transactions in a
given time period. Leasing statistics are an important consideration in an
office market analysis as they can show the amount of continued interest in a
specific marketplace and product type. Typically, new construction benefits in a
market with strong leasing statistics as tenants "trade-up" to the latest
buildings from older complexes.

      Office occupancies are now being affected by American business' need to
compete globally and an application of new technologies to the way white collar
employment is conducted. In order to compete, many corporations are downsizing
their operations, forcing fewer employees to do more in less space. Also,
technologies like portable phone systems and voice mail enable many to work for
extended periods outside their base of operations. Many of these new jobs are
frequently held by workers who can perform their services from home offices,
clients' offices or under "hoteling" arrangements.

      The job growth which is occurring now comes from small and mid-sized
technologically sophisticated firms. These, more than most, seek suburban
locations which are close to their employees. By moving closer to their
employers, commuting time is less which, some say, creates a more productive
workforce. Frequently, occupancy costs are lower in the suburbs than in the
urban core which translates back into corporate profitability.

      Given current market dynamics, it would appear that new office space will
not be needed in the short term, although some semi-speculative development is
occurring on a small scale. While Burlington County is anticipated to continue
its growth cycle, it would appear that long term upside potential exists in well
located and functionally designed office properties like the subject.

Rental Rates

      The average face rental rate for Class A office space in the Burlington
County marketplace as of the 1st Quarter of 1997 was $20.47 per square foot of
rentable building area on a full service basis. This represents a 3.5 percent
increase from that reported one year ago reflecting the dynamics of the Class A
segment of the market versus the Class B and C portions. In the local
marketplace, Class B space leases at an approximate 15 to 20 percent discount
from Class A space. The following is a presentation of average face office
rental rates in this market over the past twenty four months.

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


                                      -14-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                        Average Face Office Rental Rates
                               Full Service Basis
                            Burlington County Market
================================================================================
                        Average              Average
 Period Ending          Class A     Change    Class B  Change     CP1     Change
                         Rent                           Rent                    
================================================================================
 1st Qtr 1997          $2b.47/SF     -0.2%   $16.57/SF  +0.7%     166.0   +0.5%
Year End 1996          $20.51/SF     +3.7%   $16.46/SF  -1.3%     165.1   +3.0%
 1st Qtr 1 996         $19.78/SF     +.04%   $16.68/SF  -1.4%     162.1   +1.9%
Year End 1995          $19.71/SF     +7.6%   $16.91/SF  +11.0%    159.1   -0.7%
 1st Qtr 1 995         $18.32/SF       --    $16.88/SF    --      158.0    --%
================================================================================
Compound Annual Rate:                 5.7%                0.9%            +2.5%
================================================================================
                                                                           
                                                                         
      As can be seen from this presentation, the average rental rate for Class A
office space in the Burlington County marketplace has increased at an annual
compound rate of 5.7 percent over the past two years. By comparison, the
region's Consumer Price Index has increased at a compound annual rate of 2.5
percent over the same time period. This suggests the continued interest in Class
A over Class B and C office space in Burlington County.

      Eventually, a tight Class A office market will precipitate new
construction. However, the current supply of inventory, including some
dysfunctional Class B and Class C space, will either have to be absorbed or
eliminated in order to economically justify new construction. At that point in
time, users will have to be willing to pay higher rents than are now being
achieved in the competitive open market. Overall, this bodes well for
functionally designed and capably maintained real property like the subject. We
conclude that current forces will facilitate a stabilizing in rents which should
match inflation in the general economy.

Concessions

      Rent abatement had been a standard inducement to tenants during the late
Eighties and very early Nineties, but are now not frequently being granted. In
order to win new tenants, landlords had been paying for tenant requested office
finishes well over the standard work letter. In some instances, landlords were
also paying the tenants' moving charges, assuming the rental payments on the
tenants' existing leases, and even making cash bonus payments to the tenants in
order to entice them to a new project. Most of these types of concessions have
ceased though as capital for such items has all but effectively been removed
from the current market. While there are still instances of free rent being
quoted, the current trend is definitely toward effective rents.

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


                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Tenant Improvements' Costs

      In the leasing of brand new professional office space, a building standard
for interior finishes is established. Should a particular tenant desire interior
office finishes which exceed the established building standard, then that tenant
must reimburse the landlord for constructing them. The standard work letter for
brand new first generation office space in suburban Philadelphia is
approximately $20.00 to $25.00 per square foot of rentable area. The cost for
tenant requested interior office finishes which exceed these standards are borne
by the lessee. In relet, second generation space like the subject, however, the
cost of tenant alterations is considerably less as many materials can be
recycled.

      The trend of the current marketplace, particularly in second generation
space, has been to work with what is in place. From ownership's perspective,
cash for tenant improvements is scarce so that avoiding demolition and
reconstruction costs is important. We are informed that tenants are also less
demanding in their space improvements needs in order to secure a more favorable
rental rate in these competitive times for American business.

      In general terms, a simple re-painting and re-carpeting and cleaning of
ceiling tiles can cost from $5.00 to $8.00 per square foot of rentable area.
When some demolition and reconstruction is necessary, tenant improvement costs
easily escalate to the $10.00 to $15.00 per square foot range. A complete
demolition and reconstruction of a major tenant area or full floor will cost
from $18.00 to $22.00 per square foot in the current market. The amortization of
these costs over the term of the lease is expensive and can further lower
ownership's return from its already depressed levels.

Leasing Commissions

      The standard market practice for leasing commissions at office space in
suburban Philadelphia is six percent of the first year's negotiated rent, five
percent of the second, four percent of the third, and three percent of each
successive year's gross rent - all payable at initial occupancy. On a weighted
average basis for a five year lease, commissions would amount to 4.2 percent of
the aggregate rent negotiated. For a renewal, half that amount is customary but
open to negotiation between ownership and the brokerage community. In any event,
the cost of leasing commissions is an expense to ownership beyond the general
operations of the real estate.

Direct Competition

      Cushman & Wakefield identifies eighteen mid-rise office buildings,
including several of the subject buildings, which we believe directly compete
for tenants within this sub-market. This direct competition is summarized on the
opposing page. As can be seen from this presentation, there are approximately
1.3 million square feet of office space in these eighteen complexes. While there
are numerous commercial office buildings in Burlington County, these eighteen
directly compete due to location, design and professional management.

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


                                      -16-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      As of the 1st Quarter of 1997, total vacancy at the competition was
computed to be 18.1 percent as compared to 14.2 percent for the entire market.
This direct vacancy is skewed dramatically by the two Moorestown Corporate
Center Buildings which are entirely vacant. These Class B complexes were
recently purchased by a local investor who intends to renovate and re-position
the properties. Excluding these two properties from direct competition reduces
the overall vacancy rate to less than 8 percent. Rental rates range from $16.50
per square foot on a full service basis with a base year expense stop up to
$21.75 per square foot on a full service basis with a base year expense stop.

      We have also identified several single story office buildings which we
believe directly compete for tenants within the Mount Laurel/Moorestown/Marlton
sub-market. This direct competition is summarized on the following chart.

<TABLE>
<CAPTION>
========================================================================================
                              Mount Laurel/Marlton
                        Single Story Office Competition
========================================================================================
Building Name                    Size          Available     Vacancy      Average Rental
========================================================================================
<S>                            <C>             <C>              <C>      <C>            
100 Century Parkway              60,000 s.f.     7,000 s.f.     11.7%   $16.50/sf gross
East Gate Business Ctr.         115,000 s.f.    11,314 s.f.      9.8%   $13.00/sf gross
Metropolitan Bus. Ctr.          115,000 s.f.    23,785 s.f.     20.7%   $11.00/sf net
Greentree Place                  78,435 s.f.     4,950 s.f.      6.3%   $11.00/sf net
8-14 Stow Road                  101,451 s.f.    14,622 s.f.     14.4%   $10.00/sf net
9 Stow Road                      54,945 s.f     43,745 s.f.     79.6%   $ 7.50/sf net
1-3 Eves Drive                   33,792 s.f.         0             0    $13.00/sf gross
Greentree North Business Ctr.   299,498 s.f.    35,939 s.f.     12.0%   $ 7.50/sf net
4 Eves Drive                     53,000 s.f.     1,300 s.f.      2.4%   $13.00/sf gross
Marlton Crossing Garden          81,882 s.f.    29,141 s.f.     35.6%   $12.50/sf gross
Greentree Commons                95,235 s.f.     2,980 s.f.      3.1%   $13.75/sf gross
  Greentree Exec. Campus        120,000 s.f.     7,400 s.f.      0.6%   $13.00/sf gross
Marlton Executive Center         50,000 s.f.     4,000 S.f.      8.0%   $16.00/sf gross
                                                                        ===============
Total                         1,248,238 s.f.   174,776 s.f.     14.0%%
========================================================================================
</TABLE>

      As can be seen from this presentation, there are approximately 1.25
million square feet of single story office space in these complexes. As of the
1st Quarter of 1997, total vacancy at the competition was computed to be 14.0
percent which is similar to the 14.2 percent for the entire market. Rental rates
range from $7.50 per square foot on a net basis up to $16.50 per square foot on
a full service basis with a base year expense stop.


      815 and 817 East Gate Drive, including 305 Harper Drive of the subject
property would technically be classified as "Flex" buildings, we have included
an overview of the Burlington County flex market.. The term "flex" signifies
that the building's overall design is flexible in accommodating users with needs
of between ten percent and 100 percent of the demised area finished as office
area or laboratories. Flex buildings or research and development facilities
offer lower ceiling heights than typically found in the traditional industrial
property, limited loading, typically air conditioning throughout, and a
generally higher quality of construction. The subject buildings, due to their
high level of finish are considered to compete more in the single story office
sector. Nevertheless, we present the following overview for informational
purposes.

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


                                      -17-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Market Supply and Demand

      Throughout the three main suburban counties which are adjacent to the City
of Philadelphia on the New Jersey side of the Delaware River, there are an
estimated 4.7 million square feet of flex space. As of 1st Quarter of 1997,
vacancy in this market is reported to be only 5.1 % percent. The following is an
overview of this market:

================================================================================
                              Flex Market Overview
                               Southern New Jersey
                                 March 31, 1997
================================================================================
Existing Inventory                   Area Available                Vacancy Rate
================================================================================
   4,727,477 SF                        239,192 SF                      5.1 %
================================================================================

      Construction of new flex space has been at a veritable halt throughout the
Nineties as historic demand has lagged supply. The only exception to this has
been build-to-suit situations where the credit of the user or lead tenant is
tied to the financing of construction. Over the past 24 months, however,
market-wide vacancy has declined by 530 basis points as demand has absorbed
existing supply. The following chart reflects this market absorption over the
last 24 months.

================================================================================
                 Historic Flex Market Vacancy and Availabilities
               Southern New Jersey (Suburban Philadelphia Market)
                                 New Jersey Side
================================================================================
     Date                          Space Available                    Vacancy
================================================================================
1st Quarter, 1997                   239,192 SF                         5.1%
- --------------------------------------------------------------------------------
 Year End, 1996                     284,073 SF                         6.0%
- --------------------------------------------------------------------------------
1st Quarter, 1996                   444,101 SF                         9.2%
- --------------------------------------------------------------------------------
 Year End, 1995                     415,445 SF                         8.7%
- --------------------------------------------------------------------------------
1st Quarter, 1995                   477,157 SF                        10.4%
================================================================================

      Within this sub-market area, there are approximately 2.3 million square
feet of flex space. As of the 1st Quarter of 1997, the vacancy rate for this
product is computed to be 6.5 percent which is above the current regional
standard.

================================================================================
                              Flex Market Overview
                            Burlington County Market
                                 March 31, 1997
================================================================================
Existing Inventory                Area Available                   Vacancy Rate
================================================================================
   2,276,059 SF                     147,898 SF                        6.5%

================================================================================
      The current vacancy rate for the flex space in the Burlington County
sub-market area is greater than that of the suburban market at large. A vast
proportion of existing inventory for flex space in Southern New Jersey is
centered in Burlington County. Thus, Burlington County skews the overall market
vacancy rate of 5.1 percent.

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


                                      -18-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                     Flex Market Vacancy and Avallabilities
                            Burlington County Market
================================================================================
      Date                        Space Available                      Vacancy
================================================================================
1st Quarter, 1997                    147,898 SF                          6.5%
- --------------------------------------------------------------------------------
Year End, 1996                       169,779 SF                          7.5%
- --------------------------------------------------------------------------------
1st Quarter, 1996                    328,407 SF                         14.4%
- --------------------------------------------------------------------------------
Year End, 1995                       296,840 SF                         13.0%
- --------------------------------------------------------------------------------
1st Quarter, 1995                    253,938 SF                         11.3%
================================================================================

      There are no reliable absorption statistics available on the flex real
estate market in the Philadelphia Metropolitan Area as there are in office or
retail space. This is due to the manner in which this type of property is
presented to the market. Availabilities in the flex market are: for sale, for
lease, and, for sale or lease. When a flex property sells that had been for
lease, apples and oranges are created which cannot validly be put together into
one statistic titled absorption.

      Participants do measure the strengths/weaknesses of the market by the
aggregate amount of overall vacancy and the amount of sales and leasing which
has occurred. Vacancy trends in the Burlington County market area are discussed
above. Sales and leasing activity in this market over the last 24 months is
presented below:

================================================================================
                          Flex Market Sales and Leasing
                            Burlington County Market
================================================================================
       Year                            Sales                          Leasing
================================================================================
1st Quarter, 1997                    17,215 SF                        40,215 SF
- --------------------------------------------------------------------------------
 Year End, 1996                      51,422 SF                       154,600 SF
- --------------------------------------------------------------------------------
1st Quarter, 1996                    33,500 SF                        66,826 SF
- --------------------------------------------------------------------------------
 Year End, 1995                     102,800 SF                        20,500 SF
- --------------------------------------------------------------------------------
1st Quarter, 1995                   102,800 SF                        10,000 SF
================================================================================

      As noted, there has been an increase in sales activity in the county since
the first quarter of 1996 after almost three quarters with no transactions. Over
the last 24 months, leasing activity has amounted to approximately 175,000
square feet of flex space or 21,900 square feet per quarter.

Rental Rates 

      The rental rate for flex space is a function of physical condition,
location, and degree of interior finish. The office component will lease for
$7.00 to $12.00 per square foot on a net basis, while the warehouse portion will
lease from $2.75 to $5.00 per square foot on a net basis. The actual lease terms
for a facility will be a weighted average of the rental rates which the office
and warehouse components can command in the marketplace. Also, the cost of any
specialized space, particularly laboratory areas, will be amortized as an
extra-ordinary increase to the rent paid.

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


                                      -19-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Tenant Improvements' Costs

      By its nature, office/flex space is leased with varying amounts of
finished office area. For second generation space, the trend of the current
marketplace is to work with what is in place. From ownership's perspective, cash
for tenant improvements is scarce so that avoiding demolition and reconstruction
costs is important. Tenants are now realizing that making do with what is in
place also makes good business sense to the extent possible in order to moderate
rental rates.

      Due to its "flexible" nature, the costs of tenant improvements at a
property are highly variable. These can be as high as $15 to $18 for a heavy
office user down to only a few dollars where the degree of interior finish is
weighted toward production space. The final workletter will reflect the ratio of
finished areas to the total demised space.

Leasing Commissions

      Leasing commissions for flex space are similar to those for office
buildings previously described. Also, in the case of a tenant of questionable
credit, commissions are sometimes paid as rent is collected. When this is the
case, brokers typically attempt to obtain a full 6.0 percent commission. In any
event, the cost of leasing commissions is an expense to ownership beyond the
general operations of the real estate.

Concessions

      Just as in other real estate product types, rent abatements, above
standard workletters, moving allowances, rental assumptions and cash payments
were granted in the late Eighties and early Nineties for flex buildings. Most of
those types of concessions have ceased though, as capital for such items has all
but effectively been removed from the current market. Though there are still
instances of free rent being quoted, the current trend is definitely toward
effective rents in the flex building market.

Conclusions

      In conclusion, the local rental market has improved dramatically over the
past year. The Class A segment, however, is showing a current vacancy rate of
only 9.0 percent. The average rental rate for office space in the Class A market
segment is $20.47 per square foot on a gross basis which is 3.5 percent higher
than the $19.78 per square foot reported a year ago. There are currently four
buildings in the market which can provide over 20,000 square feet or greater of
contiguous space at mid-year.

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


                                      -20-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      Flex products also compete in the Burlington County market. On a macro
level, the vacancy rate for flex space in Southern New Jersey is 5.1 percent as
of the 1st Quarter of 1997. During the past 3 to 4 years, overall absorption has
been positive, vacancy has declined and rental rates have increased modestly in
the subject's marketplace. Suburban areas like the Mount
Laurel/Moorestown/Marlton area are expected to be the focus of job creation well
into the next century.

      However, while forecasts call for an expansion in office type employment,
the absolute amount of that will be less than previously experienced in the boom
years of the Eighties. Nevertheless, East Gates's proximity to the New Jersey
Turnpike and Interstate 295 and its desirable residential neighborhoods should
ensure a continued demand for office space in this sector. With efficient
management and aggressive promotion, we believe the subject should continue to
meet with market acceptance in the long term.

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


                                      -21-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                   EXPOSURE TIME
================================================================================

      Exposure Time is defined as the estimated length of time the property
interest being appraised would have been offered on the market prior to the
hypothetical consummation of a sale at the estimated market value on the
effective date of the appraisal. It is a retrospective estimate based upon an
analysis of past events assuming a competitive and open market. Thus, Exposure
Time is presumed to precede the effective date of the appraisal.

      Our analysis of comparable sales indicates that an Exposure Time of
between 6 and 9 months was typical for office facilities. Therefore, based upon
our analysis of comparable sales in conjunction with the physical, locational
and economic characteristics of the subject property, it is our opinion that an
Exposure Time of approximately nine months would be typical prior to our market
value conclusion as of the date of valuation.

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


                                      -22-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                             PROPERTYDESCRIPTION
================================================================================

The Subject Property

      The subject property consists of 14 separate parcels of real estate. Of
this total,10 are improved with buildings; the remaining 4 are vacant sites
awaiting future development. Among those parcels which are now improved with
buildings: two are modern, Class A multi-story office buildings, five are
multi-story Class B office buildings; and the remaining three are single story
office and office/flex buildings. The following is more detailed description of
the 14 parcels which comprise the subject property:

Site Descriptions

      On the opposing page is a presentation of site specific characteristics
for the 14 parcels which comprise the subject property. In our appraisals of
these parcels, we did not receive nor review a soil report. However, we assume
that the soil's load-bearing capacity is sufficient to support all existing
structures and any which might eventually be constructed on the now vacant
parcels. The sites' drainage appears to be adequate.

      We were not given a title report to review. We do not know of any other
easements, encroachments or restrictions, other than normal utility easements
that would adversely affect the sites' uses. However, we recommend a title
search to determine whether any adverse conditions exist.

      We were not given a Wetlands survey to review either. However, according
to site plans provided by ownership, it is noted that portions of the vacant
development parcels are impacted by wetlands and wetlands buffers. If subsequent
engineering data reveal the presence of other regulated wetlands areas, it could
materially affect property value. We recommend a wetlands survey by a competent
engineering firm.

      According to Community Panel #340107-0010D, National Flood Insurance Rate
Map, effective October 16, 1987, a minor area of 701 East Gate Drive is located
in Flood Hazard Zone B, an area between the 100 and 500 year.flood plain of
Pennsauken Creek, The building on this site is outside this flood plain.
Further, according to Community Panel #340105-0005C, National Flood Insurance
Rate Map, effective January 19, 1996, each of the development parcels are
impacted by flood plain areas of Pennsauken Creek. These flood plain and
previously described wetlands, limit the overall buildable areas of these
parcels. The remaining parcels are not within a designated flood plain and,
therefore, do not require flood hazard insurance.

      No evidence of toxic or hazardous substances were observed during our
inspection of the sites. However, we are not trained to perform technical
environmental inspections. A professional study is recommended for final
determination of any presence of toxic substances.

      Overall, the improved sites are typical of business campus development in
the area, functionally adequate and well suited for that use. The vacant
development sites are situated within the East Gate Square retail development
and are suited for a wide range of commercial uses.

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


                                      -23-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Descriptions of Improvements

      On the opposing page is a presentation of general physical characteristics
for the 10 buildings which are part of the subject property. The reader will
note that we have not made, nor are we qualified by training to make, a
compliance survey of the properties with the American with Disabilities Act
(ADA). Since we have not been provided with the results of a professional
survey, we did not consider possible non-compliance with the requirements of ADA
in estimating the value of the real estate.

      Additionally, we are not aware of any potentially hazardous materials
which may have been used in the construction of the improvements to the subject
site. Again, we are not qualified to detect such materials and urge the client
to employ an expert in the field to determine if any exist. Finally, no personal
property is included in our analysis of the subject property The following
paragraphs describe specific important attributes for each building:

      700 East Gate Drive - This is a modern, five story office complex
      containing approximately 130,000 square feet of gross building area.
      Constructed in 1984 with steel frame and alternating bands of earth toned
      brick and gray solar-tinted glass, 700 East Gate Drive features a dramatic
      full height atrium lobby with granite floors, and open balconies on the
      upper four floors. Heating and cooling are provided by electrically fired
      roof-top units. There are men's and women's restrooms on each floor. The
      building is sprinklered for fire protection and is served by three
      elevators.

      Functionally, the common areas of the complex were upgraded in 1991 and
      are considered desirable and aesthetically appealing. Locationally, there
      are no deleterious influences emanating from outside this property which
      would create external obsolescence. Adequate on-site parking areas are
      provided and low maintenance shrubbery and green areas present an
      aesthetic appeal to the building.

      701 East Gate Drive - This is a modern, three story office complex
      containing approximately 60,000 square feet of gross building area.
      Constructed in 1986 with steel frame with dark mahogany brick and tinted
      glass and mirrored curtainwall, 701 East Gate Drive features a dramatic
      curved rotunda lobby. Heating and cooling are provided by electrically
      fired, water source heat pumps with individual controls. There are men's
      and women's restrooms on each floor. The building is sprinklered for fire
      protection and is served by two elevators.

      Functionally, the common areas of the complex were upgraded in 1991 and
      are considered desirable and aesthetically appealing. Locationally, there
      are no deleterious influences emanating from outside this property which
      would create external obsolescence. Adequate on-site parking areas are
      provided and low maintenance shrubbery and green areas present an
      aesthetic appeal to the building.

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


                                      -24-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================


      303-305-307-309 Fellowship Road - These are a series of four, compatibly
      designed, modern, three story office complexes each containing
      approximately 57,000 square feet of gross building area. Constructed in
      phases between 1979 and 1982 with steel frame and alternating bands of
      earth toned brick and bronze-tinted glass, these four buildings feature
      new open atrium entrances. Heating and cooling are provided by
      electrically fired, roof top units with a recently installed energy
      management system supplemented by baseboard units. There are men's and
      women's restrooms on each floor. The buildings are sprinklered for fire
      protection and each is served by two elevators.

      Functionally, the common areas of the complexes were recently upgraded
      with new carpet and vinyl and are considered desirable and aesthetically
      appealing. Locationally, there are no deleterious influences emanating
      from outside this property which would create external obsolescence.
      Adequate on-site parking areas are provided and low maintenance shrubbery
      and expansive green areas enhanced by a pond with fountain present an
      aesthetic appeal to the building.

      815 East Gate Drive - This is a one story office/flex building containing
      a gross building area of 25,500 square feet. Constructed in 1986, the
      property consists of masonry and steel construction and is 87 percent
      occupied by a two tenants. The available unit is comprised of 3,310 square
      feet. The office areas feature carpeted floors, painted sheetrock walls
      and suspended acoustical tile ceilings with recessed fluorescent lighting.
      In each unit there is a ceramic tile lavatory and a small employee
      kitchen. Heating and cooling to office areas are provided by electrically
      fired roof-top units.

      Functionally, the floor plan is generally versatile with open areas with
      some private offices. Overall the condition was good. Locationally, there
      are no deleterious influences emanating from outside this property which
      would create external obsolescence. Adequate on-site parking are provided
      and low maintenance shrubbery and green areas present an aesthetic appeal
      to the building.

      817 East Gate Drive - This is a one story office/flex building that is 100
      percent occupied two tenants. The building, which was constructed in
      1986, consists of masonry and steel construction featuring an 80 percent
      office finish. The gross building area was reportedly 25,351 square feet.
      The office areas feature carpeted floors, painted sheetrock walls and
      suspended acoustical tile ceilings with recessed fluorescent lighting. In
      each unit there is a ceramic tile lavatory and a small employee kitchen.
      Heating and cooling to office areas are provided by electrically fired
      roof-top units.

      Functionally, the floor plan is generally versatile with open areas with
      some private offices. Overall the condition was good. Locationally, there
      are no deleterious influences emanating from outside this property which
      would create external obsolescence. Adequate on-site parking are provided
      and low maintenance shrubbery and green areas present an aesthetic appeal
      to the building.

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


                                      -25-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

      304 Harper Drive - This is a two story office complex containing
      approximately 30,000 square feet of gross building area. Constructed in
      1975 with steel frame and dark mahogany brick, glass and metal clad
      curtainwall, 304 Harper Drive represents the oldest building on the
      portfolio. Heating and cooling are provided by electrically fired, roof
      top units. There are men's and women's restrooms on each floor. The
      building is sprinklered for fire protection and is served by two
      elevators.

      Functionally, the common areas of the complex were upgraded in 1991 and
      are considered aesthetically appealing. The restrooms feature older color
      schemes and are in need of upgrade. Locationally, there are no deleterious
      influences emanating from outside this property which would create
      external obsolescence. Adequate on-site parking areas are provided and low
      maintenance shrubbery and green areas present an aesthetic appeal to the
      building.

      305 Harper Drive - This is a single story office/flex complex containing
      approximately 15,000 square feet of gross building area. Constructed in
      1979 with steel frame and brick, 305 Harper Drive is 100 percent air
      conditioned and features approximately 47 percent office area and 53
      percent semi-finished assembly area. Heating and cooling are provided by
      electrically fired, roof top units. There are adequate men's and women's
      restrooms. The building is sprinklered for fire protection.

      Functionally, the building is designed for single tenancy and considered
      to be functionally efficient and aesthetically appealing. Locationally,
      there are no deleterious influences emanating from outside this property
      which would create external obsolescence. Adequate on-site parking areas
      are provided and low maintenance shrubbery and green areas present an
      aesthetic appeal to the building.

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


                                      -26-
                                                                       CUSHMAN &
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                                                     ---------------------------
<PAGE>

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

EAST GATE CENTER
130,000 Sq. Ft.  Office Building

700 East Gate Drive
Mount Laurel, Burlington County, NJ

                               [GRAPHIC OMITTED]

                            [PHOTOGRAPH OF PROPERTY]

                                 [MAP OF AREA]

o     Distinctive five-story, 130,000 square foot structure featuring
      impressive new entrance, full-height atrium lobby with granite floor, and
      open balconies on Upper four floors

o     Strategic location adjacent to New Jersey Turnpike (Exit 4"), I-295 and NJ
      Routes 73 and 38; new I-295 on/off ramps- expanded road network for more
      direct access to all major routes

o     Outstanding area amenities include excellent school systems, prestigious
      residential communities, major support services, and diversified labor
      resources

o     Responsive on-site property management
<PAGE>

East Gate Center

701 East Gate Drive
Mount Laurel, Burlington County, NJ

First Quality Office Space
Available in units from 2,000 to 40,000 Sq. Ft.

                               [GRAPHIC OMITTED]

                            [PHOTOGRAPH OF PROPERTY]

Construction: Three-story, steel
framed structure with dark
mahogany brick, tinted glass and
mirrored curtainwall: exlerior
balconies on upper two floors:
full-height curved glass rotunda
lobby.

Size: 60,000 square feet total:
up to 20,000 square feet per 
floor; elevator served.

Design: Two rectangular wings
provide flexible interior layout
with high ratio of useable to 
rentable space: up to 12 corner 
offices per floor.

Systems: State-of-the-art energy
management stytem: water
source heat pump with individual 
controls: fully sprinklered; digital 
access system. 

Standards: Quality finishes
throughout; full-height doors, 
thinline, horizontal blinds; meets
ADA compliance

Site: 12/acre, wooded and 
landscaped site; adjacent, well-lit
parking area.

Environment: Service oriented
management and stable, 
innovative ownership by 
Bell Atlantic Properties.

Bell Atlantic
Properties
<PAGE>

================================================================================
EAST GATE CENTER
57,000 Sq. Ft. Office Buildings

303-305-307-309 Fellowship Road
Mount Laurel, Burlington County, NJ

                               [GRAPHIC OMITTED]

                            [PHOTOGRAPH OF PROPERTY]

                                 [MAP OF AREA]

o     Four compatibly designed, 57,000 square foot buildings set on wide sloping
      lawns enhanced hy extensive landscaping, reflective pond with fountain,
      and a trio of commissioned sculptures

                                                                             
o     Strategic location adjacent to New Jersey Turnpike (Exit 4), I-295 and
      NJ Routes 73 and 38; new I-295 on/off ramps; expanded road network for
      more direct access to all major routes

o     Outstanding area amenities include excellent school systems, prestigious
      residential communities, major support services. and diversified
      labor resources

o     Responsive on-site property management
<PAGE>

EAST GATE CENTER

Officel Flex Building 
815 East Gate Drive 
Mount Laurel, Burlington County, NJ

                               [GRAPHIC OMITTED]

                            [PHOTOGRAPH OF PROPERTY]


   CONSTRUCTION:    Steel-framed construction, tronspot brick exterior with dark
                    reflective windows, anodized aluminum trim

           SIZE:    25,000 sq. ft. one-story building with units from 5,000 
                    sq. ft.

      BAY SPACE:    48' x 42'

 CEILING HEIGHT:    18' clear

  TRUCK LOADING:    Provision for tailgate loading

FIRE PROTECTION:    Fully sprinklered

      INTERIORS:    Finished to specification

           SITE:    Well-landscaped site; adjacent parking for 100 cars
<PAGE>

EAST GATE CENTER

25,500 Sq. Ft. Officel Flex Building
817 East Gate Drive
Mount Laurel, Burlington County, NJ

                               [GRAPHIC OMITTED]

                            [PHOTOGRAPH OF PROPERTY]

                                 [MAP OF AREA]

o     This handsome, 25,500 sq. ft. office/ Flex building offers efficient,
      flexible space to accommodate the growth potential of corporate users for
      office or a combination of office/service space.

o     Strategically positioned in the highly respected East Gate Center, it has
      immediate access to a superb network of interconnecting highways including
      New Jersey Turnpike (Exit 4), I-295 and NJ Routes 73 and 38.

o     Philadelphia, Trenton, Princeton and the Philadelphia International
      Airport are all within 3O minutes drive; New York is 90 minutes away and
      Wilmington, less than one hour.
<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

The subject property is under the taxing jurisdiction of both Mount Laurel and
Moorestown Townships. Taxes are levied against all real and personal property in
this locale for the purpose of providing funding for the various municipalities.
The amount of ad valorem taxes is determined by the current assessed value for
the real and personal property, in conjunction with the total combined tax rates
of the taxing jurisdiction. In an effort to project the future tax liability for
the subject's real and personal property, we have reviewed both the present and
historical tax rates combined with a forecast of the assessments.

Tax Rates

The following is a chart displaying the five and ten year trend in tax rates
levied by the above noted taxing jurisdictions:

================================================================================
                    Tax Rates Per $100 of Assessed Value
================================================================================
Taxing Authority    1987 Tax Rate          1992 Tax Rate          1997 Tax Rate
================================================================================
Mount Laurel Twp.        $1.780                 $2.653                 $2.362
- --------------------------------------------------------------------------------
Moorestown Twp.          $2.842                 $2.503                 $2.933
- --------------------------------------------------------------------------------

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

As the preceding chart indicates, the tax rates affecting the Mount Laurel
properties have declined by approximately 2.3 percent per year over the past
five years (since 1992), but increased 2.6 percent per year over the past eleven
years (since 1997). The tax rates affecting the Moorestown properties have
increased by approximately 3.2 percent per year over the past five years (since
1992), but increased less than 0.3 percent per year over the past eleven years
(since 1997). Typically, over the long term, tax rates will mirror inflationary
trends, with average compound growth rates of 3.0 to 4.0 percent.

Tax rates increase or decrease annually based upon changes in municipal budgets
and the total tax base. Again, over the longer term, tax rate increases tend to
mirror inflationary trends, except during periods of economic decline or in fast
growing areas where new services are required. With the likely stabilization of
real estate values and the tax base, we are of the opinion that more normal
increases in tax rates, of say 3.0 to 4.0 percent, will be the trend over the
intermediate term.

Tax Assessment 

The foregoing Mount Laurel and Moorestown township assessment offices establish
the assessed value on real property for the previously noted taxing
jurisdictions. The 1997 assessment, as well as the historical assessments for
1995 and 1996 are as follows:



================================================================================
                         Historical Assessed Value
================================================================================
                      1995                 1996                  1997
================================================================================
Land               $10,151,000         $10,151,000            $10,151,000
- --------------------------------------------------------------------------------
Building           $21,957,000         $21,957,000            $21,957,000
- --------------------------------------------------------------------------------
Total              $32,108,000         $32,108,000            $32,108,000
================================================================================

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


                                      -27-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                             Real Property Taxes And Assessments
================================================================================

As can be seen from the above charts, the 1995 through 1997 tax assessment for
the subject properties has remained stable. In an effort to evaluate the
fairness of the subject's current assessed value and future prospects for a
change in the assessment, we have compared the assessment to estimated value of
the subject property as concluded in this report.

According to Burlington County, the current assessment-to-value ratio in Mount
Laurel Township is 99.49 percent. Thus, for those improved properties situated
in Mount Laurel, the estimated total assessment of $25,051,000 implies a market
value, for tax purposes, of $25,180,000. Based upon our subsequent aggregate
value conclusion for these parcels of $42,375,000, it appears that these
properties are under assessed and an appeal for a reduction should not be
pursued.

According to Burlington County, the current assessment-to-value ratio in
Moorestown Township is 85.41 percent. Thus, for those improved properties
situated in Moorestown, the estimated total assessment of $2,490,000 implies a
market value, for tax purposes, of $2,915,000. Based upon our subsequent
aggregate value conclusion for these parcels of $2,750,000, it appears that
these properties are reasonably assessed and an appeal for a reduction should
not be pursued.

Further, a review of the current assessments on the vacant development parcels
indicates an implied market value of $4,880,000 relative to our subsequent value
conclusion for these properties of $5,100,000. Again, the current assessments
on these parcels appear reasonable.

Ad Valorem Tax Conclusions Applying the 1997 assessment for the individual
properties to the appropriate 1997 tax rate results in a combined tax burden of
approximately $782,600 in that year as calculated on the following page.
================================================================================


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                                                                    WAKEFIELD(R)
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<PAGE>

================================================================================
                                East Gate Center
                                  Tax Summary
================================================================================
                                                                    Annual     
   Address                 Township   Tax Rate/$100  Assessment      Tax       
- --------------------------------------------------------------------------------
700 East Gate Drive      Mount Laurel    $2.362     $7,136,600    $168,567
                                                    
701 East Gate Drive      Mount Laurel    $2.362     $3,668,100    $ 86,640
                                                    
303 Fellowship Road      Mount Laurel    $2.362     $2,923,100    $ 69,044
                                                    
305 Fellowship Road      Mount Laurel    $2.362     $2,923,100    $ 69,044
                                                    
307 Fellowship Road      Mount Laurel    $2.362     $2,923,100    $ 69,044
                                                    
309 Fellowship Road      Mount Laurel    $2.362     $2,923,100   $ 69,044
                                                    
815-17 East Gate Drive   Mount Laurel    $2.362     $2,553,800    $ 60,321
                                                    
304 Harper Drive         Moorestown      $2.933     $1,650,000    $ 48,395
                                                    
305 Harper Drive         Moorestown      $2.933     $  840,000    $ 24,637
                                                    
East Side Nixon Dr.                                 
(vacant land)            Moorestown      $2.933     $1,750,000    $ 51,327
                                                    
East Side Nixon Dr.                                 
(vacant land)            Mount Laurel    $2.362     $2,817,100    $ 66,540
================================================================================

The above taxes have been paid for 1997.
================================================================================


                                      -29-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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<PAGE>

      The improved properties in Mount Laurel Township are currently zoned 1,
Industrial by Mount Laurel Township. The use regulations in this district permit
most light industrial type land uses. In addition, offices are a permitted use
within this zoning classification. The developmental requirements of this zone
are summarized as follows:


================================================================================
                            Development Requirements
                                  I-Industrial
                             Mount Laurel Township
================================================================================
Minimum Lot Area:
        Interior Lot                          40,000 square feet
        Corner Lot                            60,000 square feet
- --------------------------------------------------------------------------------
Minimum Lot Width at Building Line            100 feet
- --------------------------------------------------------------------------------
Minimum Lot Frontage                          150 feet
- --------------------------------------------------------------------------------
Minimum Front Yard:                           50 feet
- --------------------------------------------------------------------------------
Minimum Side Yard:                            20 feet; 50 feet combined
- --------------------------------------------------------------------------------
Minimum Rear Yard:                            50 feet
- --------------------------------------------------------------------------------
Maximum Building Height:                      60 feet
- --------------------------------------------------------------------------------
Maximum Lot Coverage                          50 percent
- --------------------------------------------------------------------------------
Minimum Building Area
        1 Story                               1,100 feet
        1 1/2 Story of more                   1,300 feet
- --------------------------------------------------------------------------------
Minimum Parking                               1 space for each 250 feet of floor
================================================================================

      The portion of the vacant development sites situated in Moorestown
Township is currently zoned SRC, Specially Restricted Commercial. This zoning
designation provides for integrated uses such as shopping centers, campus type
office parks, corporate headquarters and similar large site, low density
development. Developmental requirements include the following.

================================================================================
                     SRC - Specially Restricted Commercial
                              Moorestown Township
================================================================================
Lot Area                                                60,000 s.f.
- --------------------------------------------------------------------------------
Lot Width                                                   200'
- --------------------------------------------------------------------------------
Maximum Lot Coverage                                 Structural - 50%
                                                     Impervious - 80%
- --------------------------------------------------------------------------------
Minimum Front Yard                                        75 Feet
- --------------------------------------------------------------------------------
Minimum Side Yard                                         25 Feet
- --------------------------------------------------------------------------------
Minimum Rear Yard                                         25 Feet
- --------------------------------------------------------------------------------
Maximum Building Height                                   45 Feet
- --------------------------------------------------------------------------------
Parking Requirements                             6 spaces per 1,000 S.f.
================================================================================

      The portion of the vacant development sites situated in Mt. Laurel
Township is currently zoned MCD, Major Commercial District. This zoning
designation provides for multi-facility structures used for commercial,
cultural, entertainment and recreational purposes and includes shopping centers.
Developmental requirements include the following.

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


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<PAGE>

                                                                          Zoning
================================================================================

================================================================================
                         MCD Major Commercial District
                              Mt. Laurel Township
================================================================================
Lot Area                                                50 acres
Maximum Lot Coverage                                 Structural - 30%
- --------------------------------------------------------------------------------
Minimum Front Yard                                       75 Feet
- --------------------------------------------------------------------------------
Minimum Side Yard                                        75 Feet
- --------------------------------------------------------------------------------
Minimum Rear Yard                                        75 Feet
- --------------------------------------------------------------------------------
Maximum Building Height                                 1 10 Feet
- --------------------------------------------------------------------------------
Parking Requirements                        5.5 spaces  per 1.000 s.f. (Retail)
================================================================================

We have been informed by local zoning officials that the improved properties
within this portfolio have been accepted as legal, conforming uses. Further, it
is noted that the vacant development parcels are subject to an approved
conceptual plan which will permit approximately 110,000 square feet of building
area, plus a 240 room, 10 story hotel.

We know of no deed restrictions (private or public) which would further limit
the use of the subject property. However, this statement should not be taken as
a guarantee or warranty that no such restrictions exist. Deed restrictions are a
legal matter and only a title examination by an attorney would normally uncover
such restrictive covenants. Thus, an updated title search of the subject
property is recommended to determine the existence of such restrictions.

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


                                      -31-
                                                                       CUSHMAN &
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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

According to the Dictionary of Real Estate Appraisal, Third Edition (1 993), a
publication of the Appraisal Institute, the highest and best use of the site as
though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Physically Possible

The subject sites situated within the East Gate Corporate Center vary in size
from approximately 2.0 acres to 11.25 acres, with excellent frontage along East
Gate Drive, Fellowship Road and Harper Drive. The size and configuration of
these sites is felt to provide a suitable land use and/or development potential
for a wide variety of possible and ordinary business park land uses. Municipal
utilities would adequately provide for nearly all uses. Street improvements are
also adequate. The vacant development parcels total 48.087 acres and offer
excellent frontage along Nixon Drive and exposure along Interstate 295. These
parcels however, are negatively impacted by the existence of flood plain and
wetlands areas, and the total buildable area is less than typical..

Legally Permissible

The subject's zoning classification permits a wide range of office, retail, and
light industrial uses. As previously mentioned, we are not experts in the
interpretation of complex zoning ordinances. Additionally, there are no private
restrictions which are known to adversely affect the utilization of the land.
Thus, a planned office utilization of the subject parcels is legally
permissible. Further, retail and lodging uses are permitted uses according to
the approved conceptual plan for the vacant development sites.

Financially Feasible

The Regional Analysis section of this report presents demographic and general
economic trends which are now favorable for real estate ownership and
development. This is particularly true for the suburban communities surrounding
Philadelphia and in Southern New Jersey where population growth and employment
creation are expected to positively continue into the foreseeable future. In
spite of this optimism, real estate owners and investors must be cognizant of
the fact that the region is densely developed on a relative basis with a mature
economy which serves to limit opportunities. Thus, only those properties with a
desirable location and functional design are expected to out perform inflation
in the general economy.

In the local real estate market, occupancies among office properties are now the
highest in several years with a- moderate increase in rental rates being
achieved. Additionally, the industrial sector has witnessed a steady decline in
vacancies since reaching a peak of 18.2 percent in 1992. Financing is now
available when sufficiently supported by the credit of an owner or major tenant.
Considering the strength of the market, permitted uses by zoning and the site's
physical traits, it is our opinion that the highest and best use of the land
within the East Gate Corporate Center on a vacant basis is office development.

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


                                      -32-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                            Highest and Best Use
================================================================================

Further, based upon the on-going market acceptance and support of the East Gate
Square retail development, we believe the highest and best use of the vacant
development parcels is for continued commercial development compatible with this
major retail complex.

Highest and Best Use of Property as Improved 

According to the Dictionary of Real Estate Appraisal, highest and best use of
the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

Physical Considerations

The subject sites have been improved with the existing office and office/flex
structures and, based upon our observation, there are no apparent physical
factors such as soils, drainage, or other site characteristics that would
adversely affect the continued utility and/or existence of the subject
improvements.

Legal Considerations

The subject sites, as presently improved, represents a legal, conforming use.

Financially Feasible

The use of the subject improvements is considered to contribute in an economic
manner to the subject sites. Occupancy levels at the subject property are
generally consistent with competing office and office/flex buildings in Southern
New Jersey. We believe the occupancy levels of the those buildings comprising
the subject property which are currently below 90 percent will increase steadily
to a stabilized occupancy of 97 percent over the course of the holding period, a
level considered to indicate market feasibility.

Therefore, based on the subject's historical performance and the prospect for
continued growth, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the site as improved.

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


                                      -33-
                                                                       CUSHMAN &
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<PAGE>

                                                               VALUATION PROCESS
================================================================================

In this appraisal, we have used the Sales Comparison Approach and the Income
Capitalization Approach to develop a market value estimate.

The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.
                     
      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office and office/flex building sales
            within the subject's market area, which contain similar physical and
            economic characteristics to the subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the sale price per square foot and extracted overall
            capitalization rates.

      o     Correlated the various value indications into a point value estimate
            from within the range.

In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office and
            office/flex uses.
                          
      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

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                                                                       CUSHMAN &
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<PAGE>

                                                               Valuation Process
================================================================================

              In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.
                    
      o     Considered the type and reliability of the data used and
            applicability of each approach.

      o     Reconciled the approaches to a final value conclusion.

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                                      -35-
                                                                       CUSHMAN &
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<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

In the Sales Comparison Approach, we estimated value by comparing this property
with similar, recently sold properties in the surrounding or competing area.
Inherent in this approach is the principle of substitution, which holds that
when a property is replaceable in the market, its value tends to be set at the
cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

By analyzing sales that qualify as arms-length transactions between willing and
knowledgeable buyers and sellers, we can identify value and price trends. The
basic steps of this approach are:

            1.    research recent, relevant property sales and current offerings
                  throughout the competitive area;

            2.    select and analyze properties that are similar to the property
                  appraised, considering changes in economic conditions that may
                  have occurred between the sale date and the date of value, and
                  other physical, functional, or locational factors;

            3.    identify sales that include favorable financing and calculate
                  the cash equivalent price;

            4.    reduce the sale prices to a common unit of comparison such as
                  price per square foot of net rentable area, effective gross
                  income multiplier, and overall capitalization rate;

            5.    make appropriate comparative adjustments to the prices of the
                  comparable properties to relate them to the property being
                  appraised; and

            6.    interpret the adjusted sales data and draw a logical value
                  conclusion.

Analysis of Sales

Over the past 12 months, the market has shown signs of improvement. Rents have
increased and concession packages have dissipated while positive net absorption
is taking place. In terms of the investment market, demand is primarily being
generated by institutional investors including several large pension
funds/European and Asian investors/opportunistic investors such as Vulture Funds
stimulated in an effort to capture "bottom of the market" sale prices. In recent
months, several local REITs have been very active in office and light
industrial acquisitions.

The subject property consists of a portfolio of seven multi-story office
buildings, as well as three single story office/flex buildings.

Mid-Rise Improved Sales

On the opposing page is a presentation of the comparable property sales which
were analyzed for the valuation of the multi-story office buildings in this
portfolio. The most widely-used and market-oriented unit of comparison for
properties such as the subject is the sales price per square foot of building
area. All comparable sales were analyzed on this basis. Detail sheets describing
these and all the sales employed in this analysis can be found among the Addenda
to this report.

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                                      -36-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

It is noted that Comparable Sales #1 through #3 represent Class A properties
which were analyzed relative to 700 and 701 East Gate Drive. Comparable Sales #4
through #6 represent Class B properties which were analyzed relative to the
303-309 Fellowship Road buildings and the 304 Harper Drive building.

700 East Gate Drive

      This property is a 118,071 square foot, multi-story, Class A office
building on 6.855 acres of land which was constructed in 1984. It is now 93
percent occupied by 14 tenants. On the date of inspection, the building was in
very good condition having benefited from an on-going maintenance program. This
complex presents excellent interior office finishes and a dramatic central
atrium. The property possesses good "curb appeal" and features good quality
construction materials. With regard to the market data assembled for this
analysis, the following comparisons are made:

      Comparable Property Sale #1 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leasehold interests. Locationally, Sale #1 exhibits
      superior attributes due to its proximity to King of Prussia and the Route
      202 corridor.

      Physically, this property was constructed during 1988 and 1990 and was in
      excellent condition at the time of sale which is superior in terms of age
      and condition of the subject. Economically, Sale #1 was 97 percent leased
      at the time of conveyance which is slightly superior to the 93 percent
      occupancy now experienced by the subject. No non-realty items of property
      were reported to be included in the price for this property. Overall, a
      negative adjustment is warranted for Sale #1.

      Comparable Property Sale #2 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leasehold interests. Locationally, Sale #2 exhibits
      similar attributes to the subject due to its proximity to the airport and
      the regional highway system.

      Physically, this property was constructed during 1988 and was in very good
      condition at the time of sale which is slightly superior in terms of age
      and condition of the subject. Economically, Sale #2 was 100 percent leased
      at the time of conveyance which is superior to the 93 percent occupancy
      now experienced by the subject. It is noted however, that the major tenant
      in the complex, PNC Bank, will be vacating the property in the
      intermediate term. No non-realty items of property were reported to be
      included in the price for this property. Overall, a negative adjustment is
      also warranted for Sale #2.

      Comparable Property Sale #3 was an arm's length transaction accomplished
      with market oriented financing and without any adverse leasehold
      interests. Relative changes in the supply and demand for real property
      between specified dates will affect the prices which will be paid in a
      competitive and open market. Investor interest in product like the subject
      has been limited, particularly in Southern New Jersey. Up until recently,
      the marketplace was characterized by an over-supply of space and a
      diminishing demand for it. Rental rates were declining, concessions were
      plentiful, and tenant work-letters were overly generous in order to secure
      tenants. As an asset class, real estate had fallen out of favor due to the
      perceived high risks associated with it.

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                                      -37-
                                                                       CUSHMAN &
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

Within the last twelve months or so, these market characteristics have shifted
dramatically, as market participants with significant capital compete for high
quality assets. Still, the New Jersey side of the suburban office and
office/flex market has not attracted the same investor interest as is the
Pennsylvania side. Recent activity by Liberty Property Trust, Brandywine Realty
Trust, and Preferred Properties in this market suggests more investor focus on
Southern New Jersey. Thus, an upward adjustment for improved market conditions
is appropriate to Comparable Sale #3. Locationally, Sale #3 exhibits superior
attributes to the subject due to its Cherry Hill location near Route 38.

Physically, this property represents a seven story office complex containing
121,737 square feet situated on a 6.32 acre site. The property features superior
access and visibility relative to the subject and a no adjustment is considered
appropriate for this characteristic. The improvements were constructed in 1990
and considered in very good overall condition, which is superior to the subject.
Economically, Sale #3 was only 67 percent leased at the time of conveyance which
is inferior to the 93 percent occupancy now experienced by the subject. No
non-realty items of property were reported to be included in the price for this
property. Overall, a positive adjustment is warranted for Sale #3.

Conclusion - The three sales assembled for this analysis of 700 East Gate Drive
reflect a range in unit value from $88.03 to $163.29 per square foot of building
area. The adjustments discussed above are presented to outline the logic of our
thought processes with the ultimate result being a plausible market value
conclusion for the subject property. Based on our analysis of these data on a
price per square foot basis, we have concluded an appropriate adjusted range of
$90.00 to $100.00 per square foot of building area. From within this adjusted
range, we conclude the Sales Comparison Approach to indicate a current market
value of $11,200,000 for 700 East Gate Drive. This indication of value is equal
to $94.86 per square foot of building area.

701 East Gate Drive

      This property is a 61,477 square foot, multi-story, Class A office
building on 11.25 acres of land which was constructed in 1986. It is now 100
percent occupied by 10 tenants. On the date of inspection, the building was in
very good condition having benefited from an on-going maintenance program. This
complex presents excellent interior office finishes and a dramatic central
rotunda lobby. The property possesses good "curb appeal" and features good
quality construction materials. With regard to the market data assembled for
this analysis, the following comparisons are made:

      Comparable Property Sale #1 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leasehold interests. Locationally, Sale #1 exhibits
      superior attributes due to its proximity to King of Prussia and the Route
      202 corridor.

      Physically, this property was constructed during 1988 and 1990 and was in
      excellent condition at the time of sale which is superior in terms of age
      and condition of the subject. Economically, Sale #1 was 97 percent leased
      at the time of conveyance which is slightly inferior to the 100 percent
      occupancy now experienced by the subject. No non-realty items of property
      were reported to be included in the price for this property. Overall, a
      negative adjustment is warranted for Sale #1.

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                                      -38-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>
                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #2 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leasehold interests. Locationally, Sale #2 exhibits
      similar attributes to the subject due to its proximity to the airport and
      the regional highway system.

      Physically, this property was constructed during 1988 and was in very good
      condition at the time of sale which is slightly superior in terms of age
      and condition of the subject. Economically, Sale #2 was 100 percent leased
      at the time of conveyance which is consistent with the 100 percent
      occupancy now experienced by the subject. It is noted however, that the
      major tenant in the complex, PNC Bank, will be vacating the property in
      the intermediate term. No non-realty items of property were reported to be
      included in the price for this property. Overall, a slight negative
      adjustment is also warranted for Sale #2.

      Comparable Property Sale #3 was an arm's length transaction accomplished
      with market oriented financing and without any adverse leasehold
      interests. As this property transferred in mid 1996, an upward adjustment
      for improved market conditions is appropriate to Comparable Sale #3.
      Locationally, Sale #3 exhibits superior attributes to the subject due to
      its Cherry Hill location near Route 38.

      Physically, this property represents a seven story office complex
      containing 121,737 square feet situated on a 6.32 acre site. The property
      features superior access and visibility relative to the subject and an
      upward adjustment is considered appropriate for this characteristic. The
      improvements were constructed in 1990 and considered in very good overall
      condition, which is superior to the subject. Economically, Sale #3 was
      only 67 percent leased at the time of conveyance which is inferior to the
      100 percent occupancy now experienced by the subject. No non-realty items
      of property were reported to be included in the price for this property.
      Overall, a positive adjustment is warranted for Sale #3.

      Conclusion - The three sales assembled for this analysis of 701 East Gate
      Drive reflect a range in unit value from $88.03 to $163.29 per square foot
      of building area. The adjustments discussed above are presented to outline
      the logic of our thought processes with the ultimate result being a
      plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $100.00 to $110.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $6,500,000 for
      701 East Gate Drive. This indication of value is equal to $105.73 per
      square foot of building area.

303-305-307-309 Fellowship Road

      This component of the property are a series of four, compatibly designed,
modern, three story office complexes each containing approximately 57,000 square
feet of gross building area. Constructed in phases between 1979 and 1982, the
buildings are classified as Class B buildings but are nevertheless in good
condition. 303 and 305 Fellowship Road are both now 90 percent occupied by 6
tenants each. 307 Fellowship Road is 87 percent occupied by 18 tenants and 309
Fellowship Road is only 76 percent occupied by 7 tenants. This complex presents
quality interior office finishes and possesses good "curb appeal". With regard
to the market data assembled for this analysis, the following comparisons are
made:

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


                                      -39-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>
                                                       Sales Comparison Approach
================================================================================

Comparable Property Sale #4 was acquired by deed-in-lieu of foreclosure with the
seller considered somewhat motivated to sell. It was transferred without any
adverse leasehold interests, however an upward adjustment is considered
appropriate to reflect improved market conditions since the date of sale.
Locationally, Sale #4 exhibits similar attributes as the subject.

Physically, this property represents a four story office complex containing
62,069 square feet situated on a 4.34 acre site. The property features superior
access and visibility relative to the subject and a negative adjustment is
considered appropriate for this characteristic. The improvements were
constructed in 1985 and considered in average overall condition, which is
consistent with the average to good condition of 303-309 Fellowship Road.
Overall, this property is considered physically comparable to the subject
property. Economically, Sale #4 was only 63 percent leased at the time of
conveyance which is far inferior to the 87 to 90 percent occupancy now
experienced by the 303-307 Fellowship Road properties and somewhat inferior to
the 309 Fellowship Road property. No non-realty items of property were reported
to be included in the price for this property. Overall, a positive adjustment is
warranted for Sale #4, relative to each of the Fellowship Road properties.

Comparable Property Sale #5 was an arms length transaction acquired with market
oriented financing. It was transferred without any adverse leasehold interests,
however an upward adjustment is considered appropriate to reflect improved
market conditions since the date of sale. Locationally, Sale #5 exhibits similar
attributes as the subject.

Physically, this property represents a three story office complex containing
38,500 square feet situated on a 2.52 acre site. The property features superior
access and visibility relative to the subject and a negative adjustment is
considered appropriate for this characteristic. The improvements were
constructed in 1984 and considered in average overall condition, which is
consistent with the average to good condition of 303-309 Fellowship Road.
Overall, this property is considered physically comparable to the subject
property. Economically, Sale #5 was 100 percent leased at the time of conveyance
which is somewhat superior to the 87 to 90 percent occupancy now experienced by
the 303-307 Fellowship Road properties and far superior to the 309 Fellowship
Road property. No non-realty items of property were reported to be included in
the price for this property. Overall, a positive adjustment is warranted for
Sale #4, relative to each of the Fellowship Road properties.

Comparable Property Sale #6 was an arm's length transaction accomplished with
market oriented financing and without any adverse leasehold interests. As this
property transferred recently, no adjustment for market conditions is
appropriate to Comparable Sale #6. Locationally, Sale #6 exhibits similar
attributes to the subject due to its Greentree Corporate Center location in
nearby Marlton.

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                                      -40-
                                                                       CUSHMAN &
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

Physically, this property represents a three story office complex containing
45,889 square feet situated on a 4.29 acre site. The property features similar
access and visibility relative to the subject and a no adjustment is considered
appropriate for this characteristic. The improvements were constructed in 1986
and considered in average overall condition, which is similar to the subject.
Economically, Sale #6 was 65 percent leased at the time of conveyance which is
inferior to the occupancy levels now experienced by the subject, No non-realty
items of property were reported to be included in the price for this property.
Overall, a positive adjustment is warranted for Sale #6.

Conclusion - The three sales assembled for this analysis of 303-309 Fellowship
Road reflect a range in unit value from $54.78 to $79.22 per square foot of
building area. The adjustments discussed above are presented to outline the
logic of our thought processes with the ultimate result being a plausible market
value conclusion for the subject property. Based on our analysis of these data
on a price per square foot basis, we have concluded an appropriate adjusted
range of $75.00 to $85.00 per square foot of building area. From within this
adjusted range, we conclude the Sales Comparison Approach to indicate a current
average market value indication equal to $80.00 to $85.00 per square foot of
building area, depending upon the economic characteristics of each building.
Therefore, the following conclusions would be appropriate for the Fellowship
Road properties.

================================================================================
      303 Fellowship Road                 $4,300,000      $80.81/s.f.
- --------------------------------------------------------------------------------
      305 Fellowship Road                 $4,700,000      $84.45/s.f.
- --------------------------------------------------------------------------------
      307 Fellowship Road                 $4,400,000      $80.62/s.f.
- --------------------------------------------------------------------------------
      309 Fellowship Road                 $4,450,000      $80.39/s.f.
================================================================================

304 Harper Drive

      This property is a 29,537 square foot two story office building on 2.51
acres of land which was constructed in 1975. It is now 91 percent occupied by 8
tenants. On the date of inspection, the building was in fair to average
condition having benefited from an on-going maintenance program, but featuring
dated restrooms. The data previously analyzed for the Fellowship Road properties
are applicable to this property as well.

      Comparable Property Sale #4 is adjusted upward for the special
      motivations of the seller and the superior current market conditions. This
      adjustment is mitigated by the inferior access, visibility, age and
      physical condition of the subject. A positive adjustment to Sale #4 is
      considered due to its 63 percent occupancy at the time of conveyance which
      is inferior to the subject's 91 percent occupancy. Overall, a positive
      adjustment is felt warranted to Comparable Sale #4.

      A positive adjustment is made to Comparable Property Sale #5 due to the
      superior current market conditions relative to the date of sale. A
      negative adjustment is appropriate for its superior access and visibility
      relative to that of the subject. An additional negative adjustment is
      taken to recognize the superior condition afforded by Sale #2.
      Economically, Sale #5 was 100 percent leased at the time of conveyance.
      Overall, a negative adjustment is warranted for Sale #5

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


                                      -41-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #6 has a comparable location but is physically
      superior to the subject. Economically, Sale #6 was 65 percent leased at
      the time of conveyance. Overall, despite the current occupancy, a negative
      adjustment is warranted for Sale #6

      Conclusion - As before, the adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $60.00 to $70.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $1,900,000 for
      304 Harper Drive. This indication of value is equal to $64.32 per square
      foot of building area.

Single Story Office/Flex Improved Sales

On the opposing page is a presentation of the comparable property sales which
were analyzed for the valuation of the single-story office/flex buildings in
this portfolio. Again, the most widely-used and market-oriented unit of
comparison for properties such as the subject is the sales price per square foot
of building area. All comparable sales were analyzed on this basis. Detail
sheets describing these and all the sales employed in this analysis can be found
among the Addenda to this report.

815 East Gate Drive

      This property is a 25,500 square foot single story office/flex building
situated on 5.98 acres of land. This site also supports 817 East Gate Drive
which will be subsequently valued independently. The building was constructed
circa 1986. It is now 87.7 percent occupied by 2 tenants. The vacant space
consists of 3,310 square feet. On the date of inspection, the building was in
good condition having benefited from an on-going maintenance program. This
facility provides 100 percent interior office finishes on an overall basis. The
property possesses good "curb appeal" and features good quality construction
materials. With regard to the market data assembled for this analysis, the
following comparisons are made:

      Comparable Property Sale #7 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leasehold interests. Locationally, Sale #7 exhibits a
      slightly inferior location to that of the subject property.

      Physically, this property was in good condition at the time of sale
      similar to that of the subject property, however the property exhibited
      only 85 percent finished offices. Economically, however, Sale #7 was 95
      percent leased at the time of conveyance which is superior to the 87
      percent occupancy now experienced by the subject. No non-realty items of
      property were reported to be included in the price for this property.
      Overall, a slight positive adjustment is warranted for Sale #1.


                                      -42-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #8 and #9 were both arms length transactions
      achieved with market oriented financing and without any adverse
      leaseholds. Both comparables were situated within the Cambridge Crossing
      Business Park which is regarded as similar in terms of overall locational
      attributes. Physically, these properties were in good condition at the
      time of sale which is comparable to that of the subject. Similarly, both
      buildings consisted of 100 percent finished offices. Economically, Sale #8
      and #9 were 100 percent leased at the time of conveyance. Thus a slight
      negative adjustment was applied. Overall, a negative adjustment is
      warranted for Sales #8 and #9.

      Finally, Comparable Property Sale #10, also took place between two
      unrelated parties and was achieved with market oriented financing and
      without adverse leaseholds. The property benefits from a similar
      campus-like setting to that of the subject property. Physically, this
      property was in good condition at the time of sale, having also benefited
      from an on-going maintenance program. Economically, Sale #10 was 89
      percent leased at the time of conveyance which is also similar to the
      subject. Overall, a nominal adjustment was warranted to Sale #1 0.

      Conclusion - The four sales assembled for this analysis of 815 East Gate
      Drive reflect a range in unit value from $59.89 to $69.14 per square foot
      of building area. The adjustments discussed above are presented to outline
      the logic of our thought processes with the ultimate result being a
      plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $62.00 to $67.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $1,675,000 for
      815 East Gate Drive. This indication of value is equal to $65.68 per
      square foot of building area.

817 East Gate Drive

      This property is a 25,351 square foot single story office/flex building
situated on 5.98 acres of land. This site also supports 815 East Gate Drive. The
building was constructed circa 1986. It is now 100 percent occupied by 2
tenants. On the date of inspection, the building was in good condition having
benefited from an on-going maintenance program. This facility provides 80
percent interior office finishes on an overall basis. The property possesses
good "curb appeal" and features good quality construction materials. The data
previously analyzed for 815 East Gate Drive are applicable to this property as
well.

      Comparable Property Sale #7 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leasehold interests. Locationally, Sale #7 exhibits a
      slightly inferior location to that of the subject.

      Physically, this property was in good condition at the time of sale
      similar to that of the subject property and exhibited 85 percent finished
      offices. Economically, Sale #1 was 95 percent leased at the time of
      conveyance which is slightly inferior to the 100 percent occupancy now
      experienced by the subject. However, given the short term of EMTEC, who
      occupies 15,596 square feet and expires March 1998, no adjustment was
      considered necessary. No non-realty items of property were reported to be
      included in the price for this property. Thus, an overall positive
      adjustment is warranted for Sale #7.

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


                                      -43-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #8 and #9 were both arms length transactions
      achieved with market oriented financing. Both comparables were situated
      within the Cambridge Crossing Business Park which is regarded as similar
      in terms of overall locational attributes. Physically, these properties
      were similarly in good condition at the time of sale. However, both
      comparable buildings consisted of 100 percent finished offices which
      warranted negative adjustments. Economically, Sale #8 and #9 were 100
      percent leased at the time of conveyance. Thus a slight negative
      adjustment was applied. As a result of our comparison, an overall negative
      adjustment is warranted for Sales #8 and #9.

      Finally, Comparable Property Sale #10, also took place between two
      unrelated parties and was achieved with market oriented financing. The
      property benefits from a similar campus-like setting to that of the
      subject property. Physically, this property was in good condition at the
      time of sale, having also benefited from an on-going maintenance program.
      However, the property consisted of 100 percent finished offices and a
      negative adjustment was applied as a result. Although Sale #10 was 89
      percent leased at the time of conveyance, the short term nature of the
      lead tenant at the subject property resulted in a nominal adjustment.
      Overall, a negative adjustment was warranted to Sale #100.

      Conclusion - The four sales assembled for this analysis of 817 East Gate
      Drive reflect a range in unit value from $59.89 to $69.14 per square foot
      of building area. The adjustments discussed above are presented to outline
      the logic of our thought processes with the ultimate result being a
      plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $62.00 to $67.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $1,600,000 for
      817 East Gate Drive. This indication of value is equal to $63.11 per
      square foot of building area.

305 Harper Drive

      This property is a 14,980 square foot single story office/flex building on
2.00 acres of land which was constructed in 1979. It is now 100 percent occupied
by 1 tenant. On the date of inspection, the building was in good condition
having benefited from an on-going maintenance program. The current configuration
of the complex is approximately 47 percent finished office space with the
remainder semi-finished assembly space. The facility is 100 percent sprinklered.
The property possesses good "curb appeal" and features good quality construction
materials. On the opposing page is a presentation of the market data assembled
for our analysis of this property.

      Comparable Property Sale #7 is considered to possess a slightly inferior
      location to that of the subject. Physically, this property was in good
      condition at the time of sale similar to that of the subject property and
      exhibited 85 percent finished offices, which is a superior physical
      characteristic. Economically, Sale #7 was 95 percent leased at the time of
      conveyance which is slightly inferior to the 100 percent occupancy now
      experienced by the subject. No non-realty items of property were reported
      to be included in the price for this property. Overall, a slight positive
      adjustment is warranted for Sale #1.

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


                                      -44-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #8 and #9 were both arms length transactions
      achieved with market oriented financing. Both comparables were situated
      within the Cambridge Crossing Business Park which is regarded as similar
      in terms of overall locational attributes. Physically, these properties
      were similarly in good condition at the time of sale. However, both
      comparable buildings consisted of 100 percent finished offices which
      warranted negative adjustments. Economically, Sale #8 and #9 were 100
      percent leased at the time of conveyance. Thus no adjustment was applied
      for economic characteristics. As a result of our comparison, an overall
      negative adjustment is warranted for Sales #8 and #9.

      Finally, Comparable Property Sale #10, also took place between two
      unrelated parties and was achieved with market oriented financing. The
      property benefits from a similar campus-like setting to that of the
      subject property. Physically, this property was in good condition at the
      time of sale, having also benefited from an on-going maintenance program.
      However, the property consisted of 100 percent finished offices and a
      negative adjustment was applied as a result. Sale #10 was 89 percent
      leased at the time of conveyance, resulted in a nominal positive
      adjustment. Overall, a negative adjustment was warranted to Sale #100.

      Conclusion - The four sales assembled for this analysis of 305 Harper
      Drive reflect a range in unit value from $59.89 to $69.14 per square foot
      of building area. The adjustments discussed above are presented to outline
      the logic of our thought processes with the ultimate result being a
      plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $60.00 to $65.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $925,000 for 305
      Harper Drive. This indication of value is equal to $61.75 per square foot
      of building area.

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


                                      -45-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Final Conclusions

      The subject property consists of both mid-rise office buildings and single
story office/flex buildings. Due to differences among these, two sets of data
were necessary for this comparative analysis of the real estate. Based upon
these analyses, it is our conclusion that the Sales Comparison Approach
indicates a total market value of FORTY ONE MILLION SIX HUNDRED FIFTY THOUSAND
DOLLARS ($41,650,000) for the entire subject property. This total value is
comprised as follows:

================================================================================
                               Final Conclusions
================================================================================
                                                   Indicated Market
      Property                                          Value
================================================================================
700 East Gate Drive                                   $11,200,000
701 East Gate Drive                                   $ 6,500,000
303 Fellowship Road                                   $ 4,300,000
305 Fellowship Road                                   $ 4,700,000
307 Fellowship Road                                   $ 4,400,000
309 Fellowship Road                                   $ 4,450,000
304 Harper Drive                                      $ 1,900,000
815 East Gate Drive                                   $ 1,675,000
817 East Gate Drive                                   $ 1,600,000
305 Harper Drive                                      $   925,000
                                                      ------------
TOTAL                                                 $41,650,000
================================================================================

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


                                      -46-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion, the discounted cash flow method is the more appropriate
capitalization technique as the subject property consists of ten separate
parcels occupied by a number of tenants at differing rental rates for varying
lease durations. Direct capitalization does not adequately account for the
subtlties of all those variables. The following is a discussion of our
discounted cash flow analysis for each parcel which comprises the subject
property.

700 East Gate Drive

      This property is a 118,071 square foot, five story, multi-tenant, Class A
office building which is now 93 percent occupied by 14 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 700 East Gate Drive to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

      Base Rental Income - The base rental income which an asset such as the
      subject property will generate for an investor reflects a review of the
      existing rent roll in conjunction with the rent now being paid for
      comparable space and services in the competitive open market. A copy of
      the rent roll over the subject property is included among the Addenda to
      this report. As can be noted from the current rent roll, existing
      contracts provide for base rental income of $16.49 per square foot in the
      coming 12 months.

      Two major tenants in the subject, Copelco and HBO, occupy 39,000 square
      feet and 24,857 square feet, respectively, which equates to approximately
      54 percent of the property. Their annual rent is equivalent to $16.50 and
      $18.75 per square foot, respectively. The credit quality for the minor
      tenants ranges from average to good within the context of their mostly
      unrated status.

      There are two short term lease expirations which will result in vacancies
      of 2,140 square feet and 6,680 square feet. Given the current vacancy
      rate, as well as the decreasing supply of available space within the
      marketplace, we have projected that this space can be absorbed by the
      market within nine months. The term of the spec tenant will be for five
      years at a market derived rental rate of $19.67 per square foot.

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


                                      -47-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

At the subject property, three leases were negotiated in the past year at
average rental rates ranging from $15.08 per square foot to $21.51 per square
foot on a full service basis. Tenant areas range from about 359+/- square feet
up to 2,115+/- square feet. The following summarizes this recent leasing
activity.

================================================================================
                                 Recent Leasing
                              700 East Gate Drive
================================================================================
Tenant                      Rentable Area               Contract Rent
================================================================================
Phoenix Home Life              1,805 SF               $15.08/SF - gross
News Nook                        359 SF               $21.51/SF - gross
Union Labor Life               2,115 SF               $19.00/SF - gross
================================================================================

On the opposing page is a presentation of recent rental rates on mid-rise office
space in the market area of the subject property. As can be seen from this
summary, rental rates on space comparable to the subject range from $13.82 per
square foot on a net basis up to $21.00 per square foot on a gross basis plus
electricity.

Comparable Lease #1 is in the Century Corporate Center a short distance from
East Gate. This facility is not as physically desirable as the subject, and it
was written on a plus electric basis. Overall, a positive adjustment is made to
this comparable. Comparable Lease #2 is within the Laurel Corporate Center,
approximately two miles east of the subject. This complex is considered slightly
superior to East Gate. Further, this lease was written on a net basis. With
expenses averaging approximately $7.00 per square foot, the gross rent would be
equivalent to approximately $20.82 per square foot. Overall, a positive
adjustment is appropriate to this comparable. Comparable Lease #3 is within the
901 Route 73 building. Although providing superior visibility to the subject,
the complex is a Class B building considered less desirable than the subject. An
overall positive adjustment is considered warranted to this comparable.
Comparable Lease #4 is within the LibertyView Building, a seven story building
representing the newest multi-tenant building in the market. The lease was
structured at $21.00 per square foot plus electric. These costs can equal $2.00
per square foot, making the full service rate $23.00 per square foot. This
facility is located along Haddonfield Road in Cherry Hill and is generally
perceived as superior in terms of location. The project is considered one of the
premier developments in South Jersey and is physically superior to 700 East Gate
Drive. Overall, a negative adjustment is made to this lease. Comparable Lease #5
is also within the LibertyView Building. The lease was structured at $20.35 per
square foot plus electric. Overall, a negative adjustment is made to this lease.
Comparable Lease #6 is within Woodland Falls IV, a three story multi-tenant
building in the Woodland Falls Corporate Center. The lease was structured at
$19.40 per square foot plus electric. These costs can be as much as $2.00 per
square foot making the full service rate $21.40 per square foot. This facility
is located along Route 38 in Cherry Hill and is generally perceived as superior
in terms of location. The project was constructed in 1989 and is considered one
of the premier developments in South Jersey. Woodland Falls IV is physically
superior to the subject. Overall, a negative adjustment is made to this lease.

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


                                      -48-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

In addition to analyzing actual lease transactions inside and outside the
property, leasing brokers were interviewed in an effort to ascertain competitive
packages available in the marketplace today. Most brokers interviewed were of
the opinion that free rent was no longer being given in the local marketplace.
Tenant workletters, however, are a standard and felt to range from $10.00 to
$20.00 per square foot depending on the size of the tenant, the quality of the
building, and the duration of the lease.

After considering the most recent leasing achieved at the subject property in
conjunction with the rents now being paid for comparable space and services in
the competitive open market, it is our conclusion that the current average
economic rent for it is $19.00 per square foot on a full service basis. This
rent would be adjusted annually by 50 percent of the increase in the Consumer
Price Index over an average five year term. Additionally, the tenants would also
be responsible for increases in operating expenses over those incurred during
the first year of occupancy.

Market rent is forecasted to increase by 3.5 percent throughout the holding
period. This forecast of income growth rates reflects typical investor
expectations as noted in the Cushman & Wakefield Investor Survey which is among
the Addenda to this report. More importantly, we are of the opinion that these
growth rates reflect the current supply/demand relationship of space in the
local market which, all other factors being equal, will move toward equilibrium
over time.

Expense Reimbursements - Consistent with market leasing practice for this type
of real estate, the tenants in a property like the subject are responsible for a
proportionate share of certain expenses incurred annually in the operation and
ownership of the investment above an established base amount. These expenses
include real estate taxes, insurance premiums, utilities, maintenance,
administration, cleaning, management fees, contract fees, and miscellaneous fees
incurred. Future leases in the subject property are projected to be structured
in a similar fashion.

Allowance for Vacancy and Credit Loss - A deduction must be made from the total
gross revenues due an investor in the subject property to account for the
possibility of vacancy and/or non-collection of rent. We have, therefore,
deducted 3 percent from gross revenues as a global allowance for the non-payment
of rent or expenses by a lessee. This rate has considered the creditworthiness
of the tenant roster and long-term market conditions.

Additionally, our analysis over time has incorporated a lag vacancy allowance
which provides for "down time" between the expiration of an existing lease and
the commencement of a new lease. Upon the expiration of a lease, it is our best
estimate that there is a 65 percent probability that the tenant will renew and a
35 percent probability that the tenant will vacate. At renewal, no down time is
recognized; should this tenant vacate, then it is our expectation that an
average down time of approximately six months time would be reasonable to
re-lease the space. Therefore, the weighted average lag vacancy utilized between
lease expirations in this report is two months.

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


                                      -49-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                             Lag Vacancy Allowance
================================================================================
 Event      Probability          X           Down Time    =    Weighted Time
================================================================================
Rollover        65%              X             - 0 -      =        - 0 -
Turnover        35%              X            6 months    =      2 months
- --------------------------------------------------------------------------------
Total           100%            Average Weighted Time     =      2 months
================================================================================

Based on the subject's weighted average downtime between leases, the overall
average occupancy rate of the subject property over the ten year holding period
is 97.1 percent. Including our overall vacancy/global credit loss allowance
estimated at 3.0 percent, the implied overall occupancy rate of the subject
property over the ten year holding period is 94.1 percent.

Operating Expenses - We were provided with historic operating expense data for
the subject property. We have also been provided with current ownership's
operating pro forma. On the opposing page is a presentation of these data sets.

As can be seen, historic operating expenses at the subject property from 1994
through 1996 ranged from $5.85 to $6.83 per square foot. Current ownership
budgets operating expenses at $7.37 per square foot for 1997. In the initial
year of the investment holding period, we project operating expenses to be $7.23
per square foot at the subject property based upon the following:

      Real Estate Taxes - This item is sensitive to a specific local
      jurisdiction so that a direct comparison with those expense data available
      from the market is not possible. However, in the Real Estate Tax and
      Assessments section of this report, we document the level of assessment on
      the subject building. In the initial year of the investment, the cost of
      real estate taxes associated with 700 East Gate Drive, was projected to be
      $173,231.

      Insurance - The history of the subject and the data available from our
      files indicate an extremely tight range for this expense item on a square
      foot basis. Therefore, we have stabilized the insurance expense at $26,760
      or $0.23 per square foot for this analysis.

      Repairs & Maintenance - This expense category includes the annual cost to
      maintain the facility with supplies and labor. Historically, these costs
      have ranged from $0.42 to 0.49 per square foot. In the initial year of
      investment, repairs and maintenance expense is stabilized at $0.47 per
      square foot.

      Utilities - This expense category typically includes energy to operate the
      facility plus water and sewer charges. Historically, utilities expense has
      ranged from $1.65 to $2.09 per square foot. The owner's 1997 projection
      for the utilities expense was $2.54 per square foot. In the initial year
      of the investment, a utilities expense was projected to be $2.54 per
      occupied square foot.

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


                                      -50-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Cleaning - This expense category typically includes the cost for daily
      janitorial services including supplies. From 1994 through 1996, the cost
      associated with cleaning has varied due to changes in occupancy from $0.57
      to $0.87 per square foot. We have projected within the initial year of the
      analysis, a cleaning expense of $0.87 per occupied square foot or $101,295
      in aggregate.

      Outside Contracts - At properties like the subject, it is necessary to
      engage outside contractors for services that include landscaping, snow
      removal and trash removal. According to ownership, costs associated with
      outside contracts has historically ranged from $0.52 to $79 per square
      foot of building area. In addition, ownership has budgeted $0.67 for 1997.
      In the initial year of the investment, we have projected outside contracts
      to be $0.69 per square foot.

      Management and Administrative - The fee for providing professional
      management services includes collections, supervision and the preparation
      of all budgets. According to the historical operating expenses, the cost
      for professional management has ranged from $0.29 to $0.60 per square foot
      of rentable building area. As a "stand alone" property in the initial
      fiscal year, this amount is forecasted to be $.65 per square foot of
      building area respectively. Additionally, ownership in course of
      operations, will incur administrative cost such as salaries, legal and
      auditing fees etc. As a result we have projected in addition to a
      management burden, $0.31 per square foot in the initial year of the
      investment for general administrative costs.

      Miscellaneous - Invariably, miscellaneous expenses occur in the operation
      of a property such as the subject. These include advertising and
      promotional expenses, space planning, brochures, and a contingency for the
      unknown. The data available from the market indicate allowances for
      miscellaneous expenses ranging from $0.01 to $0.08 per square foot of
      rentable area. For this analysis, miscellaneous operating expenses are
      stabilized at $0.05 per rentable square foot of building area.

Operating expenses are forecasted to increase at an average annual rate of 3.5
percent over the investment holding period. The forecast of projected growth
rates in all categories of expense reflect typical investor expectations as
noted in the Cushman & Wakefield Investor Survey, which has been placed among
the Addenda to this report. Except where noted, our projected growth rates for
the various types of expense categories generally do not attempt to reflect
growth rates for any individual year, but rather the long term trend over the
period of analysis.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

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


                                      -51-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================


Tenant Alterations - Upon the expiration of a lease, it is our best estimate
that there is a 65 percent probability of the existing tenant renewing their
lease and a 35 percent probability that the existing tenant will vacate. The
current cost to alter and re-decorate office space for a rollover tenant is
estimated to be $9.00 per square foot while that to prepare space for a new
turnover tenant is estimated to be $15.00 per square foot. On average, then, the
weighted cost of tenant alterations is projected to be $11.10 per square foot
in the initial year of the investment holding period. The following is a
presentation of these computations.

================================================================================
                            Tenant Improvement Costs
================================================================================
     Event     Probability    X             Unit Cost     =    Weighted Cost
================================================================================
Rollover           65%        X            $ 9.00/SF      =     $  5.85/SF
Turnover           35%        X            $15.00/SF      =     $  5.25/SF
- --------------------------------------------------------------------------------
Total             100%        Average Weighted Cost       =     $ 11.10/SF
================================================================================
                                                             
Leasing Commissions - In estimating the appropriate stabilized leasing expense
for the subject property, the same rollover/turnover probabilities as described
above are utilized. The standard leasing commission for new tenants is 6 percent
of the first year's rent, 5 percent of the second, 4 percent of the third and 3
percent of each succeeding year's contract rent, payable at lease commencement.
Based upon an average five year lease term, leasing commissions are equal to 4.2
percent of total base rental income. The following is a summary of these
computations.

================================================================================
                         Effective Leasing Commissions
                          Average Five Year Lease Term
                                Turnover Tenant
================================================================================
Lease Year      %         x         Commission           =   Weighted Rate
================================================================================
     1         20%        X            6%                =       1.20%
     2         20%        X            5%                =       1.00%
     3         20%        X            4%                =        .80%
     4         20%        X            3%                =        .60%
     5         20         X            3%                =        .60%
- --------------------------------------------------------------------------------
   Total       100%      Effective Commission Rate       =       4.20%
================================================================================

      For a tenant who elects to renew a lease, half of a commission is payable.
      On a weighted average basis, then, leasing commissions are equal to 2.84
      percent of total effective base rental income over the term. The following
      is a presentation of these computations.

================================================================================
                           Leasing Commission Expense
================================================================================
 Event       Probability       X       Commission       =    Weighted Cost
================================================================================
Rollover        65%            X           2.1%         =        1.37%
Turnover        35%            X           4.2%         =        1.47%
- --------------------------------------------------------------------------------
Total          100%           Average Weighted Rate     =        2.84%
================================================================================

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


                                      -52-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Reserves - It is customary and prudent to set aside an amount annually for
      the replacement of short lived capital items such as roofs, parking lots,
      or mechanical equipment. In this analysis, we have projected an allowance
      for reserves of $0.10 per square foot of rentable building area which is
      typical in the local market place for a property like the subject.
      Reserves for replacements are therefore stabilized at $11,807.

Other non-operating expenses are also forecasted to increase at an average
annual rate of 3.5 percent over the investment holding period. This too is
consistent with the Cushman & Wakefield Investor Survey. Again, our projected
growth rates for the various types of expense categories generally do not
attempt to reflect growth rates for any individual year, but rather the long
term trend over the period of analysis.

Terminal Capitalization Rate - The residual cash flows annually generated by the
subject property comprise only the first part of the return which an investor
will receive. The second component of this investment return is the pre-tax cash
proceeds from the resale of the property at the end of a projected investment
holding period. A terminal capitalization rate was used to estimate the market
value of the property at the end of the assumed investment holding period. We
estimated an appropriate terminal rate based on indicated rates in today's
market. A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period.

================================================================================
                         Summary of Capitalization Rates
================================================================================
   Sale #               Location                          Capitalization Rate
================================================================================
      1         Westlakes Corporate Center                       9.00%
                Tredyffrin Township, PA

      2         Airport Business Center                         10.00%
                Essington Borough, PA

      8         1025 Briggs Road                                11.00%
                Cambridge Crossing
                Mount Laurel Township, NJ

      9         1000 Briggs Road                                11.00%
                Cambridge Crossing
                Mount Laurel Township, NJ

     10         9001 Lincoln Drive West                         11.46
                Greentree Commons
                Evesham Township, NJ
================================================================================
Terminal Capitalization Rate Selected                           10.50%
================================================================================

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


                                      -53-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Investors typically add 50 to 100 basis points to the "going-in" rate to arrive
at a terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys. Our survey indicates that terminal capitalization rates have
ranged from 8.0 to 11.0 percent. Based on our most recent experience, we have
found little variance between going in and terminal rates. For this analysis, it
is our projection that the subject property would most likely be sold at the end
of the 10th year of the holding period for an amount equal to what would be the
next year's net operating income capitalized at an overall rate of 10.5 percent.
The 11th year's computed net operating income is employed at this point as it
would be the first received by a new purchaser of the subject property. It is
projected, then, that a current investor would dispose of the subject property
at the end of the projected holding period for an amount equal to $16,860,000 or
$142.80 per square foot of building area.

Transaction Costs - From the projected $16,860,600 reversion to an investor in
the subject property, we have deducted a total of $506,000 to account for the
various transaction costs associated with the sale of an asset of this type.
These costs consist of 3 percent of the total disposition price of the subject
property as an allowance for transfer taxes, professional fees, and other
miscellaneous expenses that the seller pays at final closing. Deducting these
transaction costs from the computed reversion renders pre-tax net proceeds of
sale equal to $16,354,000 to be received by an investor in the subject property
at the end of the holding period.

Discount Rate - In our valuation, we endeavored to reflect the most likely
actions of typical buyers and sellers in this market. We forecasted cash flows
and discounted them and the future property value at reversion to a present
value at various rates of return (yield rates) currently required by investors
for similar quality real property. The yield rate (internal rate of return or
IRR) is the single rate that discounts all future benefits (cash flow and
reversion) to an estimate of net present value.

Cushman & Wakefield Valuation Advisory Services periodically surveys national
real estate investors to determine their investment objectives. Following is a
brief review of internal rates of return, overall rates, and income and expense
growth rates considered acceptable by respondents. The entire survey is included
among the Addenda to this report.

================================================================================
                           AUTUMN 1996 INVESTOR SURVEY
                          FOR SUBURBAN OFFICE BUILDINGS
================================================================================
              GOING-IN            TERMINAL               IRR
- --------------------------------------------------------------------------------
            Low      High       Low      High       Low      High
- --------------------------------------------------------------------------------
Mean       8.80%     9.50%      9.30%    9.90%      11.2%    11.6%
- --------------------------------------------------------------------------------
Range      8.00%    11.0%       8.00%   11.0%       10.0%    13.0% 
================================================================================

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


                                      -54-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

The wide range of investment parameters indicates that property risk and yield
are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant roll-overs; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy. Risk is also dependent on
investor demand for the property type; the diversification of the metropolitan
area; the property's location within the local market; the supply and demand for
the property type within the market; and the effective age of the property.

The internal rate of return and terminal capitalization rate selected for this
analysis were strongly influenced by our recent Investor Survey. We realize that
this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

Considering the locational attributes, physical traits and economic
characteristics of the subject property, we believe a discount rate ranging from
11.0 percent to 12.0 percent would be appropriate for the subject property in
light of the investment criteria presented here. Thus, we have discounted the
projected future pre-tax cash flows to be received by an investor in the subject
property to a present value so as to yield 11.0 percent to 12.0 percent on
capital at 25 basis point intervals over the holding period. This discounting
process is summarized as follows:

================================================================================
                               Investment Summary
================================================================================
 Discount Rate         Present Worth          Unit Rate        Overall Rate
================================================================================
     11.00%             $11,592,000           $98.18/SF           9.58%
     11.25%             $11,400,000           $96.55/SF           9.75%
     11.50%             $11,211,000           $94.95/SF           9.91%
     11.75%             $11,027,000           $93.39/SF          10.08%
     12.00%             $10,847,000           $91.87/SF          10.24%
================================================================================

Through such a sensitivity analysis, it can be seen that the present value of
the subject property varies from approximately $10,847,000 to $11,592,000.
Considering the quality of the tenant roster in place at the subject, we believe
a discount rate which falls toward the mid-point of the range now required in
the marketplace to be appropriate in this case. Using an 11.50 percent internal
rate of return, our discounted cash flow model computes to a present worth of
$11,211,000 which we round to $11,200,000 as an indication of market value for
700 East Gate Drive via the Income Capitalization Approach.

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


                                      -55-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      This indication of value produces an implied "going-in" overall
      capitalization rate of 9.92 percent based upon the initial year's net
      operating income of $1,110,983. Additionally, based upon a market value of
      $11,200,000 and a projected future gross reversionary value of
      approximately $16,860,000, a compound annual rate of appreciation of 4.17
      percent is computed. Finally, with regard to the composition of the
      internal rate of return employed here, approximately 51 percent of the
      expected yield is from cash flows while the balance is attributable to
      property reversion. These percentages fall within the generally accepted
      relevant range of most current real estate investors.

701 East Gate Drive

      This property is a 61,477 square foot, three story, multi-tenant, Class A
office building which is now 100 percent occupied by 10 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 701 East Gate Drive to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

      Base Rental Income - Existing lease contracts at the subject property
      provide an average base rental income of $17.27 per square foot of
      occupied space in the coming 12 months. A copy of the rent roll over the
      subject property is included among the Addenda to this report. As can be
      noted from the current rent roll, four leases were negotiated in the past
      year at rental rates ranging from $17.35 per square foot to $18.55 per
      square foot on a full service basis plus electric. The following
      summarizes this recent leasing activity.

================================================================================
                                 Recent Leasing
                              701 East Gate Drive
================================================================================
  Tenant                     Rentable Area               Contract Rent
================================================================================
Today's Temporary             1,588 SF          $18.41/SF - gross + electric
Digital                       6,369 SF          $17.35/SF - gross + electric
Lockheed Martin               4,619 SF          $18.38/SF - gross + electric
American International        1,214 SF          $18.55/SF - gross + electric
================================================================================

      The rental data previously analyzed for 700 East Gate Drive are applicable
      to this property as well. As noted, rental rates on space comparable to
      the subject range from $13.82 per square foot on a net basis up to $21.00
      per square foot on a gross basis plus electricity. After considering the
      most recent leasing achieved at the subject property in conjunction with
      the rents now being paid for comparable space and services in the
      competitive open market, it is our conclusion that the current average
      economic rent for it is $18.50 per square foot on a full service basis
      plus electric. Economic rent is forecasted to increase by 3.5 percent
      throughout the projection period.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

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


                                      -56-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $5.09 to $5.61 per
      square foot of building area. Current ownership budgets operating expenses
      at $5.51 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $5.36 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment holding period.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $11.10 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would
      most likely be sold at the end of the 10th year of the holding period
      for an amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 10.50 percent. A 10.50 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $9,312,000 or
      $151.47 per square foot of building area.

      Transaction Costs - From the projected $9,312,000 reversion to an investor
      in the subject property, we have deducted a total of $372,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $8,940,000 to be received by
      an investor in the subject property at the end of the holding period.

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


                                      -57-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $6,604,000 to $7,036,000. This discounting process is summarized as
      follows:

================================================================================
                               Investment Summary
================================================================================
Discount Rate        Present Worth            Unit Rate             Overall Rate
================================================================================
    11.00%             $7,036,000            $114.45/SF               10.35%
    11.25%             $6,924,000            $112.63/SF               10.52%
    11.50%             $6,815,000            $110.85/SF               10.69%
    11.75%             $6,708,000            $109.11/SF               10.86%
    12.00%             $6,604,000            $107.42/SF               11.03%
================================================================================

      Considering the tenant roster in place at the subject property, we believe
      a discount rate which falls toward the mid-point of the range now required
      in the marketplace to be appropriate in this case. Using an 11.50 percent
      internal rate of return, our discounted cash flow model computes to a
      present worth of $6,815,000 which we round to $6,800,000 for an indication
      of market value for 701 East Gate Drive via the Income Capitalization
      Approach. This indication of value produces an implied "going-in" overall
      capitalization rate of 10.71 percent based upon the initial year's net
      operating income of $728,467.

      Additionally, based upon a market value of $6,800,000 and a projected
      future gross reversionary value of approximately $9,312,000, a compound
      annual rate of appreciation of 3.19 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 56 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

303 Fellowship Road

      This property is a 53,208 square foot, three story, multi-tenant, Class B
office building which is now 90 percent occupied by 6 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 303 Fellowship Road to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

      Base Rental Income - Existing lease contracts at the subject property
      provide an average base rental income of $16.77 per square foot of
      occupied space in the coming 12 months. A copy of the rent roll over the
      subject property is included among the Addenda to this report. As can be
      noted from the current rent roll, two leases were negotiated in the past
      year at rental rates ranging from $16.68 per square foot to $17.24 per
      square foot on a full service basis. No tenant improvement allowance was
      provided on the lower rental rate and only $4.00 per square foot on the
      higher rental rate. The following summarizes this recent leasing activity.

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


                                      -58-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================
                                 Recent Leasing
                              303 Fellowship Road
================================================================================
Tenant             Rentable Area                        Contract Rent
================================================================================
Star                 17,596 SF                        $17.24/SF - gross
Hasbro               11,682 SF                        $16.68/SF - gross
================================================================================

      The rental data previously analyzed for are again applicable to this
      property as well. So as not to be redundant in the remainder of this
      analysis, the following discussion relates to all of the Fellowship Road
      properties. As noted, rental rates on space comparable to the subject
      range from $13.82 per square foot on a net basis up to $21.00 per square
      foot on a gross basis plus electricity. After considering the most recent
      leasing achieved at the subject property in conjunction with the rents now
      being paid for comparable space and services in the competitive open
      market, it is our conclusion that the current average economic rent for it
      is $17.75 per square foot on a full service basis. Economic rent is
      forecasted to increase by 3.5 percent per annum throughout the projection
      period.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $6.11 to $6.67 per
      square foot of building area. Current ownership budgets operating expenses
      at $7.25 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $6.71 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment holding period.

      Other Non-Operating Expenses - Upon the expiration of a lease, it is our
      best estimate that there is a 65 percent probability of the existing
      tenant renewing their lease and a 35 percent probability that the existing
      tenant will vacate. The current cost to alter and re-decorate office space
      for a rollover tenant is estimated to be $7.00 per square foot while that
      to prepare space for a new turnover tenant is estimated to be $12.00 per
      square foot. On average, then, the weighted cost of tenant alterations is
      projected to be $8.75 per square foot in the initial year of the
      investment holding period. The following is a presentation of these
      computations.

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


                                      -59-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                            Tenant Improvements Costs
================================================================================
  Event       Probability    X         Unit Cost        =         Weighted Cost
================================================================================
Rollover          65%        X         $ 7.00/SF        =          $ 4.55/SF
Turnover          35%        X         $12.00/SF        =          $ 4.20/SF
- --------------------------------------------------------------------------------
Total            100%       Average Weighted Cost       =          $ 8.75/SF
================================================================================

      As previously described, on a weighted average basis, leasing commissions
      are equal to 2.84 percent of total effective base rental income over the
      term as well. Reserves for replacements are stabilized at $0.10 per square
      foot of rentable building area. Other non-operating expenses are
      forecasted to increase at an average annual rate of 3.5 percent over the
      investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.00 percent. An 11.00 percent
      terminal capitalization rate is utilized in this analysis as it reflects
      current local market levels for an asset of this type plus a premium for
      the risk of unforeseen events or trends over time, The 11th year's
      computed net operating income is employed at this point as it would be the
      first received by a new purchaser of the subject property. In this
      analysis, then, a current investor would dispose of the subject property
      at the end of the projected holding period for an amount equal to
      $6,441,000 or $121.05 per square foot of building area.

      Transaction Costs - From the projected $6,441,000 reversion to an investor
      in the subject property, we have deducted a total of $257,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $6,184,000 to be received
      by an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $4,266,000 to $4,558,000. This discounting process is summarized as
      follows:

================================================================================
                               Investment Summary
================================================================================
Discount Rate          Present Worth           Unit Rate            Overall Rate
================================================================================
   11.00%,              $4,558,000             $85.66/SF              9.82%
   11.25%               $4,482,000             $84.24/SF              9.98%
   11.50%               $4,409,000             $82.86/SF              10.15%
   11.75%               $4,336,000             $81.49/SF              10.32%
   12.00%               $4,266,000             $80.18/SF              10.49%
================================================================================


                                      -60-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Considering the existing tenant roster at the subject property, we believe
      a discount rate which falls above the middle of the range now required in
      the marketplace to be appropriate in this case. Using an 11.75 percent
      internal rate of return, our discounted cash flow model computes to a
      present worth of $4,409,000 which we round to $4,400,000 for an indication
      of market value for 303 Fellowship Road via the Income Capitalization
      Approach. This indication of value produces an implied "going-in" overall
      capitalization rate of 10.17 percent based upon the initial year's net
      operating income of $447,357.

      Additionally, based upon a market value of $4,400,000 and a projected
      future gross reversionary value of approximately $6,441,000, a compound
      annual rate of appreciation of 3.88 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 54 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

305 Fellowship Road

      This property is a 55,619 square foot, three story, multi-tenant, Class B
office building which is now 90 percent occupied by 6 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 305 Fellowship Road to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

Base Rental Income - Existing lease contracts at the subject property provide an
average base rental income of $17.29 per square foot of occupied space in the
coming 12 months. A copy of the rent roll over the subject property is included
among the Addenda to this report. As can be noted from the current rent roll, no
leases were negotiated in the past year.

After considering the rents now being paid for comparable space and services in
the competitive open market, it is our conclusion that the current average
economic rent for it is $17.75 per square foot on a full service basis. Economic
rent is forecasted to increase by 3.5 percent per annum throughout the
projection period.

Expense Reimbursements - The tenants in a property like the subject are
responsible for a proportionate share of certain expenses incurred annually in
the operation and ownership of the investment above an established base amount.
These expenses include real estate taxes, insurance premiums, utilities,
maintenance, administration, cleaning, management fees, contract fees, and
miscellaneous fees incurred. Future leases in the subject property are projected
to be structured in a similar fashion.

Allowance for Vacancy and Credit Loss - We have deducted 3 percent from gross
revenues as a global allowance for the non-payment of rent or expenses by a
lessee. Additionally, our analysis over time has incorporated a lag vacancy
allowance which provides for "down time" between the expiration of an existing
lease and the commencement of a new lease. The weighted average lag vacancy
utilized between lease expirations in this report is two months as previously
described.

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


                                      -61-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $5.09 to $5.71 per
      square foot of building area. Current ownership budgets operating expenses
      at $6.14 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $6.33 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment'holding period.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $8.75 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.00 percent. An 11.00 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $7,376,000 or
      $132.62 per square foot of building area.

      Transaction Costs - From the projected $7,376,000 reversion to an
      investor in the subject property, we have deducted a total of $295,000 to
      account for the various transaction costs associated with the sale of an
      asset of this type. These costs consist of 4 percent of the total
      disposition price of the subject property as an allowance for transfer
      taxes, professional fees, and other miscellaneous expenses that the seller
      pays at final closing. Deducting these transaction costs from the computed
      reversion renders pre-tax net proceeds of sale equal to $7,081,000 to be
      received by an investor in the subject property at the end of the holding
      period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $4,993,000 to $5,332,000. This discounting process is summarized as
      follows:

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


                                      -62-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                               Investment Summary
================================================================================
Discount Rate     Present Worth            Unit Rate          Overall Rate
================================================================================
  11.00%            $5,332,000             $95.87/SF             10.67%
  11.25%            $5,244,000             $94.28/SF             10.85%
  11.50%            $5,159,000             $92.76/SF             11.03%
  11.75%            $5,075,000             $91.25/SF             11.21%
  12.00%            $4,993,000             $89.77/SF             11.39%
================================================================================

      Considering the tenant roster currently in place at the subject property,
      we believe a discount rate which falls above the middle of the range now
      required in the marketplace to be appropriate in this case. Using an 11.75
      percent internal rate of return, our discounted cash flow model computes
      to a present worth of $5,075,000 which we round to $5,100,000 for an
      indication of market value for 305 Fellowship Road via the Income
      Capitalization Approach. This indication of value produces an implied
      "going- in" overall capitalization rate of 11.16 percent based upon the
      initial year's net operating income of $568,949. While this overall rate
      is, higher than what is typically required, there are several leases
      within this property structured at or above our estimate of market rent.

      Additionally, based upon a market value of $5,100,000 and a projected
      future gross reversionary value of approximately $7,376,000, a compound
      annual rate of appreciation of 3.75 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 54 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

307 Fellowship Road

      This property is a 54,577 square foot, three story, multi-tenant, Class B
office building which is now 87 percent occupied by 18 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 307 Fellowship Road to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

Base Rental Income - Existing lease contracts at the subject property provide an
average base rental income of $16.62 per square foot of occupied space in the
coming 12 months. A copy of the rent roll over the subject property is included
among the Addenda to this report. As can be noted from the current rent roll,
five leases were negotiated in the past year at rental rates ranging from $14.50
per square foot to $22.00 per square foot on a full service basis. The following
summarizes this recent leasing activity.

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


                                      -63-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      ====================================================================
                                 Recent Leasing
                              307 Fellowship Road
      ====================================================================
      Tenant                   Rentable Area                Contract Rent
      ====================================================================
      Intercraft                   798 SF                $16.83/SF - gross
      Mellon Mortgage             1,063 SF               $22.00/SF - gross
      Robert Half                 2,736 SF               $16.50/SF - gross
      Ultronix                    2,125 SF               $14.50/SF - gross
      Garden State Cable          4,182 SF               $17.75/SF - gross
      ====================================================================

      After considering the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $17.75 per square foot on a full
      service basis. Economic rent is forecasted to increase by 3.5 percent per
      annum throughout the projection period.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $6.28 to $6.73 per
      square foot of building area. Current ownership budgets operating expenses
      at $6.96 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $7.07 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment holding period.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $8.75 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

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


                                      -64-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.00 percent. An 11.00 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $6,614,000 or
      $121.19 per square foot of building area.

      Transaction Costs - From the projected $6,614,000 reversion to an investor
      in the subject property, we have deducted a total of $265,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $6,349,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $4,325,000 to $4,627,000. This discounting process is summarized as
      follows:

      ==========================================================================
                               Investment Summary
      ==========================================================================
      Discount Rate      Present Worth        Unit Rate        Overall Rate
      ==========================================================================
         11.00%           $4,627,000          $84.78/SF            9.40%
         11.25%           $4,549,000          $83.35/SF            9.56%
         11.50%           $4,473,000          $81.96/SF            9.72%
         11.75%           $4,398,000          $80.58/SF            9.89%
         12.00%           $4,325,000          $79.25/SF            10.05%
      ==========================================================================

      Considering the tenant roster currently in place at the subject property,
      including the short term lease turnover and current vacancy, we believe a
      discount rate which falls at the upper end of the range now required in
      the marketplace to be appropriate in this case. Using a 12.00 percent
      internal rate of return, our discounted cash flow model computes to a
      present worth of $4,325,000 which we round to $4,300,000 for an indication
      of market value for 307 Fellowship Road via the Income Capitalization
      Approach. This indication of value produces an implied "going-in" overall
      capitalization rate of 10.11 percent based upon the initial years net
      operating income of $434,859.

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


                                      -65-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Additionally, based upon a market value of $4,300,000 and a projected
      future gross reversionary value of approximately $6,614,000, a compound
      annual rate of appreciation of 4.40 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 52 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

309 Fellowship Road

      This property is a 55,351 square foot, three story, multi-tenant, Class B
office building which is now 76 percent occupied by 7 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 309 Fellowship Road to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

      Base Rental Income - Existing lease contracts at the subject property
      provide an average base rental income of $16.97 per square foot of
      occupied space in the coming 12 months. A copy of the rent roll over the
      subject property is included among the Addenda to this report. As can be
      noted from the current rent roll, five leases were negotiated in the past
      year at rental rates ranging from $17.45 per square foot on a full service
      basis to $17.92 per square foot on a full service basis plus electric. The
      following summarizes this recent leasing activity.

      ==========================================================================
                                 Recent Leasing
                              309 Fellowship Road
      ==========================================================================
      Tenant                    Rentable Area             Contract Rent 
      ==========================================================================
      Merchants Insurance         7,076 SF              $17.60/SF - gross
      PSE & G                     8,000 SF              $17.45/SF - gross
      NY Life Insurance           8,000 SF           $17.92/SF - gross + elec.
      ==========================================================================

      After considering the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $17.75 per square foot on a full
      service basis. Economic rent is forecasted to increase by 3.5 percent per
      annum throughout the projection period.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

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


                                      -66-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $5.83 to $6.39 per
      square foot of building area. Current ownership budgets operating expenses
      at $6.79 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $6.36 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment holding period.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $8.75 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would
      most likely be sold at the end of the 10th year of the holding period for
      an amount equal to what would be the next years net operating income
      capitalized at an overall rate of 11.00 percent. An 11.00 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $6,853,000 or
      $123.81 per square foot of building area.

      Transaction Costs - From the projected $6,853,000 reversion to an investor
      in the subject property, we have deducted a total of $274,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $6,579,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $4,526,000 to $4,843,000. This discounting process is summarized as
      follows:

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

                                      -67-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      ==========================================================================
                               Investment Summary
      ==========================================================================
      Discount Rate        Present Worth         Unit Rate          Overall Rate
      ==========================================================================
          11.00%             $4,843,000          $87.50/SF             8.70%
          11.25%             $4,761,000          $86.01/SF             8.85%
          11.50%             $4,681,000          $84.57/SF             9.00%
          11.75%             $4,602,000          $83.14/SF             9.16%
          12.00%             $4,525,000          $81.75/SF             9.31%
      ==========================================================================

      Considering the tenant roster currently in place at the subject property,
      including the current vacancy, we believe a discount rate which falls at
      the upper end of the range now required in the marketplace to be
      appropriate in this case. Using a 12.00 percent internal rate of return,
      our discounted cash flow model computes to a present worth of $4,525,000
      which we round to $4,500,000 for an indication of market value for 309
      Fellowship Road via the Income Capitalization Approach. This indication of
      value produces an implied "going-in" overall capitalization rate of 9.36
      percent based upon the initial year's net operating income of $421,423.
      While this overall rate is lower than what is typically required, the
      complex features upside potential in the currently vacant space.

      Additionally, based upon a market value of $4,500,000 and a projected
      future gross reversionary value of approximately $6,853,000, a compound
      annual rate of appreciation of 4.29 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 53 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

304 Harper Drive

      This property is a 29,537 square foot, three story, multi-tenant, Class B
office building which is now 91 percent occupied by 8 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 304 Harper Drive to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

      Base Rental Income - Existing lease contracts at the subject property
      provide an average base rental income of $15.80 per square foot of
      occupied space in the coming 12 months. A copy of the rent roll over the
      subject property is included among the Addenda to this report. As can be
      noted from the current rent roll, three leases were negotiated in the past
      year at rental rates ranging from $14.75 per square foot on a full service
      basis to $19.65 per square foot on a full service basis. The upper limit
      of the range is a recently negotiated transaction with Legg Mason which
      included an unusually high $30.00 per square foot in tenant improvements.
      The following summarizes this recent leasing activity.

      ==========================================================================
                                 Recent Leasing
                                304 Harper Drive
      ==========================================================================
      Tenant                     Rentable Area            Contract Rent
      ==========================================================================
      Semcor                       6,740 SF             $14.75/SF - gross
      TAB Products                 3,180 SF             $18.15/SF - gross
      Legg-Mason                   5,915 SF             $19.65/SF - gross
      ==========================================================================

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


                                      -68-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      After considering the rents now being paid for comparable space and
      services in the competitive open market, and the overall age and quality
      of 304 Harper Drive, it is our conclusion that the current average
      economic rent for it is $16.75 per square foot on a full service basis.
      Economic rent is forecasted to increase by 3.5 percent per annum
      throughout the projection period.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $6.95 to $8.34 per
      square foot of building area. Current ownership budgets operating expenses
      at $7.12 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $7.98 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment holding period.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $8.75 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.00 percent. An 11.00 percent
      terminal capitalization rate is utilized in this analysis as it reflects
      current local market levels for an asset of this type plus a premium for
      the risk of unforeseen events or trends over time. The 11th year's
      computed net operating income is employed at this point as it would be the
      first received by a new purchaser of the subject property. In this
      analysis, then, a current investor would dispose of the subject property
      at the end of the projected holding period for an amount equal to
      $2,684,000 or $90.87 per square foot of building area.

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


                                      -69-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Transaction Costs - From the projected $2,684,000 reversion to an investor
      in the subject property, we have deducted a total of $107,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $2,577,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.50 percent to 12.50 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $1,809,000 to $1,929,000. This discounting process is summarized as
      follows:


                               Investment Summary
      ==========================================================================
      Discount Rate       Present Worth        Unit Rate     Overall Rate
      ==========================================================================
          11.50%            $1,929,000         $65.31/SF        11.80%
          11.75%            $1,898,000         $64.26/SF        11.99%
          12.00%            $1,868,000         $63.24/SF        12.18%
          12.25%            $1,838,000         $62.23/SF        12.38%
          12.50%            $1,809,000         $61.25/SF        12.58%
      ==========================================================================

      Considering the tenant roster currently in place at the subject property,
      including the current vacancy, we believe a discount rate which falls at
      the upper end of the range now required in the marketplace to be
      appropriate in this case. Using a 12.00 percent internal rate of return,
      our discounted cash flow model computes to a present worth of $1,868,000
      which we round to $1,850,000 for an indication of market value for 304
      Harper Drive via the Income Capitalization Approach. This indication of
      value produces an implied "going-in" overall capitalization rate of 12.30
      percent based upon the initial years net operating income of $227,598.
      While this overall rate is higher than what is typically required, the
      recent lease with Legg Mason was structured to amortize above standard
      tenant improvements at a higher level than our projection of market rent.

      Additionally, based upon a market value of $1,850,000 and a projected
      future gross reversionary value of approximately $2,684,000, a compound
      annual rate of appreciation of 3.79 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 55 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

815 East Gate Drive

      This property is a 25,500 square foot single story office/flex building
that was 87 percent occupied as of the date of the inspection. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 815 East Gate Drive to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

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


                                      -70-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Base Rental Income - The base rental income which an asset such as the
      subject property will generate for an investor reflects a review of the
      existing rent roll in conjunction with the rent now being paid for
      comparable space and services in the competitive open market. A copy of
      the rent roll over the subject property is included among the Addenda to
      this report. As can be noted from the current rent roll, existing
      contracts provide for base rental income of $12.29 per square foot in the
      coming 12 months.

      The major tenant in the subject, Semcor, occupies 13,690 square feet which
      equates to approximately 53 percent of the property. Their annual rent is
      equivalent to $12.60 per square foot. In approximately sixteen months,
      their lease will expire which creates lag vacancy and leasing costs within
      the second year of the analysis. The remaining tenant, Wyle Labs, who
      occupies 8,500 square feet, or 33 percent of the property also pays $12.60
      per square foot annually. Wyle Labs also has little term left on their
      existing lease, creating lag vacancy and leasing costs in the second year
      of the investment. The credit quality for the minor tenants ranges from
      average to good within the context of their mostly unrated status.

      There is one unit that is currently vacant, containing 3,310 square feet.
      Given the current vacancy rate, as well as the decreasing supply of
      available space within the marketplace, we have projected that this space
      can be absorbed by the market within three months. The term of the spec
      tenant will be for five years at a market derived rental rate of $13.00.

      On the opposing page is a presentation of recent rental rates on one story
      office/flex space in the market area of the subject property. As can be
      seen from this summary, rental rates on space comparable to the subject
      range from $8.25 per square foot to $9.25 on a triple net basis.
      Typically, operating expenses for buildings like the subject range from
      $3.50 to $4.50 per square foot. Thus, on a gross basis, the adjusted rage
      for the comparables is from $12.25 to $13.25 per square foot of building
      area.

      Comparable Lease #1 in Greentree North and is within a short distance from
      the subject. The space is slightly larger that the average space found at
      the subject property. Additionally, the leases there are structured on a
      net basis. As explained, expenses could be as much as $4.00 per square
      foot, which indicates an overall positive adjustment to this comparable
      lease. Comparable Lease #2 is situated within the Evesham Corporate
      Center, which is less desirable than the subject location. Physically, the
      comparable rental featured only 90 percent finish office space, while the
      subject contained 100 percent. Thus, a slight positive adjustment.
      Finally, the lease was written on a triple net basis. Therefor, as overall
      positive adjustment was applied to the comparable lease. Comparable Lease
      #3 is situated within Greentree Place, an equally desirable campus.
      Physically, the comparable rental was similar as well as the lease was
      written on a gross basis. A nominal adjustment was applied to the datum.
      Comparable Lease #4 was situated with East Gate Business Center, however
      was much larger than was is typical at the subject property. Moreover, the
      lease was written on a triple net basis, thus, an overall positive
      adjustment was applied to the subject property.

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


                                      -71-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      In addition to analyzing actual lease transactions inside and outside the
      property, leasing brokers were interviewed in an effort to ascertain
      competitive packages available in the marketplace today. Most brokers
      interviewed were of the opinion that free rent was no longer being given
      in the local marketplace. Tenant workletters, however, are a standard and
      felt to range from $10.00 to $15.00 per square foot depending on the size
      of the tenant and the duration of the lease.

      After considering the most recent leasing achieved at the subject property
      in conjunction with the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $13.00 per square foot on a full
      service basis. This rent would be fixed over an average five year term.
      Additionally, the tenants would also be responsible for increases in
      operating expenses over those incurred during the first year of occupancy.

      Market rent is forecasted to increase 3.5 percent throughout the holding
      period. This forecast of income growth rates reflects typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey which is
      among the Addenda to this report. More importantly, we are of the opinion
      that these growth rates reflect the current under supply of space in the
      local market which, all other factors being equal, will move toward
      equilibrium over time.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

      Allowance for Vacancy and Credit Loss - A deduction must be made from the
      total gross revenues due an investor in the subject property to account
      for the possibility of vacancy and/or non-collection of rent. We have,
      therefore, deducted 5 percent from gross revenues as a global allowance
      for the non-payment of rent or expenses by a lessee. This rate has
      considered the creditworthiness of the tenant roster and long-term market
      conditions.

      Additionally, our analysis over time has incorporated a lag vacancy
      allowance which provides for "down time" between the expiration of an
      existing lease and the commencement of a new lease. Upon the expiration of
      a lease, it is our best estimate that there is a 65 percent probability
      that the tenant will renew and a 35 percent probability that the tenant
      will vacate. At renewal, no down time is recognized; should this tenant
      vacate, then it is our expectation that an average down time of
      approximately six months time would be reasonable to re-lease the space.
      Therefore, the weighted average lag vacancy utilized between lease
      expirations in this report is two months.

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


                                      -72-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      ==========================================================================
                             Lag Vacancy Allaowance
      ==========================================================================
      Event      Probability    X        Down Time      =       Weighted Time
      ==========================================================================
      Rollover       65%        X          - 0 -        =           - 0 -
      Turnover       35%        X         6 months      =         2 months
      Total         100%       Average Weighted Time    =         2 months
      ==========================================================================

      Based on the subject's weighted average downtime between leases, the
      overall average occupancy rate of the subject property over the ten year
      holding period is 96.8 percent. Including our overall vacancy/global
      credit loss allowance estimated at 5 percent, the implied overall
      occupancy rate of the subject property over the ten year holding period is
      92.10 percent.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $4.01 to $5.06 per
      square foot of building area. Current ownership budgets operating expenses
      at $4.24 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $4.23 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment holding period.

      Other Non-Operating Expenses - Upon the expiration of a lease, it is our
      best estimate that there is a 65 percent probability of the existing
      tenant renewing their lease and a 35 percent probability that the existing
      tenant will vacate. The current cost to alter and re-decorate office space
      for a rollover tenant is estimated to be $5.00 per square foot while that
      to prepare space for a new turnover tenant is estimated to be $10.00 per
      square foot. On average, then, the weighted cost of tenant alterations is
      projected to be $6.75 per square foot in the initial year of the
      investment holding period. The following is a presentation of these
      computations.

      ==========================================================================
                           Tenant Improvements Costs
      ==========================================================================
      Event        Probability     X       Unit Cost      =  Weighted Cost
      ==========================================================================
      Rollover         65%         X       $ 5.00/SF      =    $ 3.25/SF
      Turnover         35%         X       $10.OO/SF      =    $ 3.50/SF
      ==========================================================================
      Total           100%         Average Weighted Cost  =    $ 6.75/SF
      ==========================================================================

      On a weighted average basis, leasing commissions are equal to 2.84 percent
      of total effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

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


                                      -73-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next years net operating income
      capitalized at an overall rate of 11.00 percent. An 11.00 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th years computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $2,505,000 or
      $98.23 per square foot of building area.

      Transaction Costs - From the projected $2,505,000 reversion to an investor
      in the subject property, we have deducted a total of $100,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $2,405,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $1,809,000 to $1,929,000. This discounting process is summarized as
      follows:

      ==========================================================================
                               Investment Summary
      ==========================================================================
      Discount Rate       Present Worth          Unit Rate         Overall Rate
      ==========================================================================
         11.00%            $1,788,000            $70.11/SF            10.87%
         11.25%            $1,757,000            $68.90/SF            11.06%
         11.50%            $1,728,000            $67.76/SF            11.25%
         11.75%            $1,699,000            $66.62/SF            11.44%
         12.00%            $1,671,000            $65.53/SF            11.63%
      ==========================================================================

      Through such a sensitivity analysis, it can be seen that the present value
      of the subject property varies from approximately $1,671,000 to
      $1,788,000. Considering the relatively short remaining term of the
      existing lease in place at the subject, we believe a discount rate which
      falls toward the upper end of the range now required in the marketplace to
      be appropriate in this case. Using an 12.00 percent internal rate of
      return, our discounted cash flow model computes to a present worth of
      $1,671,000 which we round to $1,675,000 as an indication of market value
      for 815 East Gate Drive via the Income Capitalization Approach.

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


                                      -74-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      This indication of value produces an implied "going-in" overall
      capitalization rate of 11.60 percent based upon the initial year's net
      operating income of $194,326. An inversion is indicated due to the
      relatively short term of the existing leases. Tenant turnover within the
      first two years of the investment creates lag vacancy as well as excessive
      leasing costs which results in negative cash flow in the second year of
      the investment. Based upon a market value of $1,675,000 and a projected
      future gross reversionary value of approximately $2,504,963, a compound
      annual rate of appreciation of 4.10 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 51 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

817 East Gate Drive

      This property is a 25,351 square foot single story office/flex building
that was 100 percent occupied as of the date of the inspection. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 817 East Gate Drive to generate over a ten year time horizon.
These cash flows are based upon the following analysis:

      Base Rental Income - Existing lease contracts at the subject property
      provide an average base rental income of $12.02 per square foot of
      occupied space in the coming 12 months. A copy of the rent roll over the
      subject property is included among the Addenda to this report. As can be
      noted from the current rent roll, EMTEC, which is the largest tenant, is
      scheduled to expire within the first year of the holding period.
      Annually, their rental rate is $11.50 per square foot on a gross basis
      with a base year stop. PRIZM, which the remaining tenant, is not scheduled
      to expire until August of 2004. Their current annual rental is $12.50 per
      square foot, while in August 1998, the rent increases to $13.00 per square
      foot of building area.

      The rental data previously analyzed for 815 East Gate Drive are applicable
      to this property as well. As can be seen from this summary, rental rates
      on space comparable to the subject range from $8.25 per square foot to
      $9.25 on a triple net basis. Typically, operating expenses for buildings
      like the subject range from $3.50 to $4.50 per square foot. Thus, on a
      gross basis, the adjusted rage for the comparable is from $12.25 to $13.25
      per square foot of building area. After considering the rents now being
      paid for comparable space and services in the competitive open market, it
      is our conclusion that the current average economic rent for the space now
      occupied by EMTEC to be $12.00 per square foot on a full service basis.
      With regard to the space that is now occupied by PRIZM, economic rental
      was projected to be $13.00 per square feet. The value differential is
      attributable to the degree of finished office space found respectively.
      Economic rent is forecasted to increase by 3.5 percent throughout the
      holding period.

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


                                      -75-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 5 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have ranged from $3.55 to $4.40 per
      square foot of building area. Current ownership budgets operating expenses
      at $4.55 per square foot for 1997. In the initial year of the investment
      holding period, we project operating expenses to be $4.31 per square foot
      at the subject property. Operating expenses are forecasted to increase at
      an average annual rate of 3.5 percent over the investment holding period.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $6.75 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $2,361,000 or
      $93.13 per square foot of building area.

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


                                      -76-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Transaction Costs - From the projected $2,361,000 reversion to an investor
      in the subject property, we have deducted a total of $95,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $2,266,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $1,598,000 to $1,707,000. This discounting process is summarized as
      follows:

      ==========================================================================
                               Investment Summary
      ==========================================================================
      Discount Rate       Present Worth           Unit Rate         Overall Rate
         11.00%             $1,707,000            $67.33/SF            9.28%
         11.25%             $1,679,000            $66.23/SF            9.44%
         11.50%             $1,652,000            $65.16/SF            9.60%
         11.75%             $1,625,000            $64.1O/SF            9.76%
         12.00%             $1,598,000            $63.03/SF            9.92%
      ==========================================================================

      Mindful of the relatively short remaining term of the existing lease in
      place at the subject, we believe a discount rate which falls toward the
      upper end of the range now required in the marketplace to be appropriate
      in this case. Using an 12 percent internal rate of return, our discounted
      cash flow model computes to a present worth of $1,598,000 which we round
      to $1,600,000 for an indication of market value for 817 East Gate Drive
      via the Income Capitalization Approach. This indication of value produces
      an implied "going-in" overall capitalization rate of 9.92 percent based
      upon the initial year's net operating income of $158,479. While this
      overall rate is lower than what is typically required, the complex
      features upside potential in the leasing of the currently vacant space.

      Additionally, based upon a market value of $1,600,000 and a projected
      future gross reversionary value of approximately $2,360,663, a compound
      annual rate of appreciation of 3.96 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 52 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

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


                                      -77-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

305 Harper Drive

      This property is a 14,980 square foot single story office/flex building
that was 100 percent occupied as of the date of the inspection by a single
tenant. On the opposing page is a presentation of the cash flows which an
informed investor could reasonably expect 305 Harper Drive to generate over a
ten year time horizon. These cash flows are based upon the following analysis:

      Base Rental Income - The existing lease contract at the subject property
      provide an average base rental income of $6.31 per square foot of occupied
      space in the coming 12 months. A copy of the rent roll over the subject
      property is included among the Addenda to this report. As can be noted
      from the current rent roll, the Jerome Group is scheduled to expire within
      the third year of the holding period.

      The rental data previously analyzed for 815 and 817 East Gate Drive are
      applicable to this property as well. As can be seen from this summary,
      rental rates on space comparable to the subject range from $8.25 per
      square foot to $9.25 on a triple net basis. However, these lease data are
      reflective of a higher level of overall finish than that exhibited at 305
      Harper Drive. Thus, a negative adjustment is appropriate to the data.
      After considering the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for the space now occupied by Jerome to be
      $7.50 per square foot on a net basis. Economic rent is forecasted to
      increase by 3.5 percent throughout the holding period.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment. These expenses
      include real estate taxes, insurance premiums, maintenance, management
      fees, and miscellaneous fees incurred. Future leases in the subject
      property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent
      from.gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have excluded taxes (billed directly to
      the tenant), but ranged from $.52 to $1.13 per square foot of building
      area. Current ownership budgets operating expenses at $.98 per square foot
      for 1997. In the initial year of the investment holding period, we project
      operating expenses, including taxes to be $2.87 per square foot at the
      subject property. Operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

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


                                      -78-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Other Non-Operating Expenses - Upon the expiration of a lease, it is our
      best estimate that there is a 65 percent probability of the existing
      tenant renewing their lease and a 35 percent probability that the existing
      tenant will vacate. The current cost to alter and re-decorate space for a
      rollover tenant is estimated to be $3.50 per square foot while that to
      prepare space for a new turnover tenant is estimated to be $7.00 per
      square foot. On average, then, the weighted cost of tenant alterations is
      projected to be $6.75 per square foot in the initial year of the
      investment holding period. The following is a presentation of these
      computations.

      ==========================================================================
                            Tenant Improvement Costs
      ==========================================================================
      Event        Probability    X         Unit Cost      =     Weighted Cost
      ==========================================================================
      Rollover         65%        X         $3.50/SF       =     $ 2.28/SF
      Turnover         35%        X         $7.00/SF       =     $ 2.45/SF
      ==========================================================================
      Total           1OO%        Average Weighted Cost    =     $ 4.73/SF
      ==========================================================================

      On a weighted average basis, leasing commissions are equal to 2.84 percent
      of total effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next years net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th years computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amountequal to $1,335,000 or $89.12
      per square foot of building area.

      Transaction Costs - From the projected $1,335,000 reversion to an investor
      in the subject property, we have deducted a total of $54,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $1,281,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $896,000 to $957,000. This discounting process is summarized as follows:

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


                                      -79-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      ==========================================================================
                               Investment Summary
      ==========================================================================
      Discount Rate        Present Worth         Unit Rate          Overall Rate
      ==========================================================================
         11.00%              $957,000            $63.89/SF             9.37%
         11.25%              $942,000            $62.88/SF             9.52%
         11.50%              $926,000            $61.82/SF             9.68%
         11.75%              $911,000            $60.81/SF             9.84%
         12.00%              $896,000            $59.81/SF             10.00%
      ==========================================================================

      Mindful of the relatively short remaining term of the existing lease in
      place at the subject, we believe a discount rate which falls toward the
      upper end of the range now required in the marketplace to be appropriate
      in this case. Using an 12 percent internal rate of return, our discounted
      cash flow model computes to a present worth of $896,000 which we round to
      $900,000 for an indication of market value for 305 Harper Drive via the
      Income Capitalization Approach. This indication of value produces an
      implied "going-in" overall capitalization rate of 9.97 percent based upon
      the initial years net operating income of $89,695. While this overall rate
      is lower than what is typically required, the complex features upside
      potential in the re-leasing of the building in an advancing market.

      Additionally, based upon a market value of $900,000 and a projected future
      gross reversionary value of approximately $1,335,000, a compound annual
      rate of appreciation of 4.02 percent is computed. Finally, with regard to
      the composition of the internal rate of return employed here,
      approximately 54 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

Final Conclusions - Improved Properties

      The subject property consists of both mid-rise office buildings and single
story office/flex buildings. Due to differences among these, two sets of rental
data were necessary for this comparative analysis of the real estate. Based upon
these analyses, it is our conclusion that the Income Approach Approach indicates
a total market value of FORTY TWO MILLION TWO HUNDRED TWENTY FIVE THOUSAND
DOLLARS ($42,225,000) for the entire subject property. This total value is
comprised as follows:

      ===================================================================
                               Final Conclusions
      ===================================================================
              Property                                 Indicated Market
                                                             Value
      ===================================================================
        700 East Gate Drive                                $11,200,000
        701 East Gate Drive                                $ 6,800,000
        303 Fellowship Road                                $ 4,300,000
        305 Fellowship Road                                $ 5,100,000
        307 Fellowship Road                                $ 4,300,000
        309 Fellowship Road                                $ 4,500,000
        304 Harper Drive                                   $ 1,850,000
        815 East Gate Drive                                $ 1,675,000
        817 East Gate Drive                                $ 1,600,000
        305 Harper Drive                                   $   900,000
                                                       ---------------
        TOTAL                                              $42,225,000
      ===================================================================

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


                                      -80-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      VACANT DEVELOPMENT PARCELS
================================================================================

Four Development Parcels

      These four parcels are situated within the East Gate Square Power Center.
According to an interview with ownership, the four parcels are subject to an
option agreement at a stated release price of $5,100,000. The various parcels
are impacted in varying degrees by flood prone soils and wetlands. Thus,
ownership has provided us with the maximum building area of parcels 1,2 and 3.
As such, our valuation of parcels 1,2, and 3 are based on the Price Per Square
Foot of Proposed Building Area (FAR).

      Parcel 1, which is situated along the northeast side of Nixon and Harper
Drives will support a building area of 30,000 square feet. Parcels 2 and 3, will
support a building area of 40,000 square feet, respectively. Finally, Parcel 4
is severely impacted by wetlands, but nevertheless features excellent exposure,
and fair to average accessibility. We have not been provided with the maximum
permitted building area of Parcel 4, although it is conceptually planned for a
10 story, 240 room hotel. Thus utilizing the same market data, we have valued
this parcel based on price per acre of land.

      Provided on the opposing page are the Comparable Land Sales that were
assembled for this analysis. As a result, the following comparisons are made:

      Comparable Land Sale #1 was also situated within East Gate Square and was
      reportedly an arm's length transaction accomplished with market oriented
      financing. While the land transaction of this sale occurred in July 1995,
      the agreement of sale was negotiated during 1993-94. This delay between
      final negotiations and closing is typical in land development transactions
      while the buyer attempts necessary approvals. Thus a slight positive
      adjustment was made to this land transaction. The maximum FAR was
      reportedly 129,000 square foot of building area. All utilities were
      available to the site with necessary infrastructure in place.

      Comparable Property Sale #2 was also situated within East Gate Square and
      was considered to be an arms length transactions achieve with market
      oriented financing. This sale took place approximately one year ago thus
      no adjustment for changes in market conditions was necessary. The maximum
      FAR was reportedly 100,086 square foot of building area. All utilities
      were available to the site with necessary infrastructure in place

      Finally, Comparable Property Sale #3, which took place between two
      unrelated parties and was achieved with market oriented financing, took
      place approximately eight months ago. The property benefits from a
      superior commercial/retail setting to that of the subject property, given
      the comparables' close proximity to the Cherry Hill Mall. The maximum FAR
      was reportedly 340,000 square foot of building area. All utilities were
      available to the site with necessary infrastructure in place.

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


                                      -81-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      Vacant Development Parcels
================================================================================

      Conclusion - As stated earlier, the four subject parcels are subject to a
      release price of $5,100,000. Accordingly, an allocation of the sale price
      is as follows:

                               Four Development Parcel
                                  East Gate Square
      ==========================================================================
      Parcel                          Sale Price                   Unit Rate
      ==========================================================================
         1                            $  900,000                   $30.00/FAR
         2                            $1,200,000                   $30.00/FAR
         3                            $1,200,000                   $30.00/FAR
         4                            $1,800,000                 $300,000/Acre
      ==========================================================================
      Total                           $5,100,000
      ==========================================================================

      Based on our comparison between the comparable land sales and the subject
      parcels the three sales assembled for this analysis of the four remaining
      development parcels at East Gate Square strongly support the
      aforementioned option sale prices. The comments discussed above are
      presented to outline the logic of our thought processes with the ultimate
      result being a plausible market value conclusion for the subject property.
      As a result of our analysis, with emphasis on the fact that the subject
      parcels are subject to an option sale price, we conclude that the
      aggregate market value of the four parcels to be FIVE MILLION ONE HUNDRED
      THOUSAND DOLLARS $5,100,000.

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


                                      -82-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

We have considered all of the traditional approaches to estimating market value
of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the improved
components of subject property:

================================================================================
Property             Sales Comparison Approach    Income Capitalization Approach

700 East Gate Drive         $11,200,000                     $11,200,000
701 East Gate Drive         $ 6,500,000                     $ 6,800,000
303 Fellowship Road         $ 4,300,000                     $ 4,300,000
305 Fellowship Road         $ 4,700,000                     $ 5,100,000
307 Fellowship Road         $ 4,400,000                     $ 4,300,000
309 Fellowship Road         $ 4,450,000                     $ 4,500,000
815 East Gate Drive         $ 1,675,000                     $ 1,675,000
817 East Gate Drive         $ 1,600,000                     $ 1,600,000
304 Harper Drive            $ 1,900,000                     $ 1,850,000
305 Harper Drive            $   925,000                     $   900,000
TOTAL                       $41,650,000                     $42,225,000

The three traditional methods of estimating the market value of commercial real
estate are not mutually exclusive approaches to deriving an estimate of most
probable selling price, but are inter-dependent methodologies, each relying on
components from at least one of the other approaches. Hence, the Cost Approach
requires extensive market data to derive estimates of depreciation and to
determine the value of land as if vacant. This approach may also require income
data in order to make adjustments for functional and economic obsolescence. The
Sales Comparison Approach requires application of methods from the Income
Capitalization Approach in order to make adjustments for differences in income
that have influenced the sale price. Consideration of market data is also
required for the Income Capitalization Approach in the selection and application
of equity, capitalization and discount rates, and estimation of income and
expenses. Consequently, it is our opinion that purchasers and sellers, at least
intuitively, consider components of all three approaches in the process of
negotiating an acceptable price for a particular property.

It is the Income Capitalization Approach, however, that is logically considered
the most appropriate technique for estimating the value of income-producing
property. Not only does this approach represent the most direct and accurate
simulation of market behavior, it is the method explicitly employed by buyers
and sellers in acquisition and disposition decisions. Therefore, following the
implied dictum of the market, we have used an approach based primarily on
projected income as the foundation for our valuation of the subject property.

There are several additional reasons why the Sales Comparison Approach does not
form the basis of our value estimate for the subject property. The quantity and
quality of market information inhibits the use of the Sales Comparison Approach.
Inadequacy of information regarding gross and net income, lease details and
expenses of comparable sales often deters accurate and relevant adjustments of
unit price indicators. Comparison at a dollar per square foot level precludes
the analysis of those key factors which form the basis for projections on which
the purchase decision was made.

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


                                      -83-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

Our analysis has also considered the value of four remaining vacant development
parcels within the East Gate Square retail complex. These four parcels are
subject to an option agreement with Berwind Realty. Our analysis of these
parcels via the Sales Comparison Approach has affirmed the option prices
totalling $5,100,000 as market oriented.

In light of the above, we are of the opinion that the market value of the
appropriate leased fee/fee simple estate in the property, as of July 1, 1997,
was:

         FORTY SEVEN MILLION THREE HUNDRED TWENTY FIVE THOUSAND DOLLARS
                                   $47,325,000

The individual values are as follows:

      700 East Gate Drive                      $11,200,000
      701 East Gate Drive                      $ 6,800,000
      303 Fellowship Drive                     $ 4,300,000
      305 Fellowship Drive                     $ 5,100,000
      307 Fellowship Drive                     $ 4,300,000
      309 Fellowship Drive                     $ 4,500,000
      815 East Gate Drive                      $ 1,675,000
      817 East Gate Drive                      $ 1,600,000
      304 Harper Drive                         $ 1,850,000
      305 Harper Drive                         $   900,000
      4 Development Parcels                    $ 5,100,000

      Total                                    $47,325,000

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


                                      -84-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

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


                                      -85-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraisees best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market, the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

      Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

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


                                      -86-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL

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

1     John J. Lynch, MAI and Joseph Vizza inspected the property, and John B.
      Rush, MAI, Manager, Valuation Advisory Services, has reviewed and approved
      the report but did not inspect the property.

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

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

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

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

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

9.    As of the date of this report, John J. Lynch, MAI and John B. Rush, MAI
      have completed the requirements of the continuing education program of the
      Appraisal Institute.


      /s/ John J. Lynch
      -----------------------------------------------
      John J. Lynch,
      State-Certified Appraiser No. RG-01269


      /s/ Joseph G. Vizza
      -----------------------------------------------
      Joseph G. Vizza
      State Certified Appraiser No. RG-01426


      /s/ John B. Rush, MAI
      -----------------------------------------------
      John B. Rush, MAI
      State Certified Appraiser No. RG-00808
      Reviewed and Approved

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


                                      -87-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================

                                    RENT ROLL

                                 INVESTOR SURVEY

                                 IMPROVED SALES

                                   LAND SALES

                           APPRAISERS' QUALIFICATIONS

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


                                      -88-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                              700 EAST GATE DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
#  1                   --          3,475  12/93  11/98    --           17.00     59,075    --        --           --
COUNTRYWIDE FUNDIN     --                                       12/96  17.25     59,944                             
                                                                12/97  17.50     60,813                             
                                                                                                                    
#  2                   --          2,115   4/96   3/99    --           19.00     40,185    --        --           --
UNION LABOR LIFE       --                                                                                           
                                                                                                                    
#  3                   --            600   2/94   1/99    --           17.15     10,290    --        --           --
BAP MAINT OFFICE       --                                                                                           
                                                                                                                    
#  4                   --          6,583   5/93  10/99    --           19.00    125,077    --        --           --
PHOENIX HOME LIFE      --                                        5/97  19.25    126,723                             
                                                                                                                    
#  5                   --          1,805   5/96  10/99    --            7.75     13,989    --        --           --
PHOENIX HOME LIFE      --                                        5/97  18.25     32,941                             
                                                                 5/98  19.25     34,746                             
                                                                                                                    
#  6                   --            400   2/94  10/99    --           19.00      7,600    --        --           --
PHOENIX HOME LIFE      --                                        5/97  19.25      7,700                             
                                                                                                                    
#  7                   --          2,475   2/95   1/00    --           19.36     47,916    --        --           --
LEGG MASON WOOD        --                                        2/97  19.85     49,129                             
                                                                 2/98  20.35     50,366                             
                                                                 2/99  20.85     51,604                             
                                                                                                                    
#  8                   --         16,041   3/95   5/00    --           17.75    284,728    --        --           --
LMC PROPERTIES         --                                        3/97  18.00    288,738                             
                                                                                                                    
#  9                   --            685   5/96   5/00    --           10.51      7,199    --        --           --
LMC PROPERTIES         --                                                                                           
                                                                                                                    
# 10                   --          2,140   6/94   7/97    --           18.75     40,125    --        --           --
ROI SYSTEMS            --                                                                                           
                                                                                                                    
# 11                   --          3,407   8/94   7/99    --           18.50     63,030    --        --           --
FIREMAN'S FUND         --                                        8/96  18.75     63,881                             
                                                                 8/97  19.00     64,733                             
                                                                 8/98  19.25     65,585                             
                                                                                                                    
# 12                   --          2,650  10/94   1/98    --           18.75     49,688    --        --           --
CONTINENTAL BANK       --                                       10/96  19.00     50,350                             
                                                                                                                    
# 13                   --          3,957  12/94  11/97    --           18.50     73,205    --        --           --
KENWORTH TRUCK CO      --                                       12/96  18.75     74,194                             
                                                                                                                    

# 14                   --          6,680   3/94   8/97    --           18.00    120,240    --        --           --
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------

#  1                OPERATING EXPENSES    903,243
COUNTRYWIDE FUNDIN                               
                                                 
                                                 
#  2                OPERATING EXPENSES    915,050
UNION LABOR LIFE                                 
                                                 
#  3                NONE                         
BAP MAINT OFFICE                                 
                                                 
#  4                OPERATING EXPENSES    826,497
PHOENIX HOME LIFE                                
                                                 
#  5                OPERATING EXPENSES    915,050
PHOENIX HOME LIFE                                
                                                 
                                                 
#  6                OPERATING EXPENSES    826,497
PHOENIX HOME LIFE                                
                                                 
#  7                OPERATING EXPENSES    830,039
LEGG MASON WOOD                                  
                                                 
                                                 
                                                 
#  8                OPERATING EXPENSES    830,039
LMC PROPERTIES                                   
                                                 
#  9                OPERATING EXPENSES    915,050
LMC PROPERTIES                                   
                                                 
# 10                OPERATING EXPENSES    897,340
ROI SYSTEMS                                      
                                                 
# 11                OPERATING EXPENSES    897,340
FIREMAN'S FUND                                   
                                                 
                                                 
                                                 
# 12                OPERATING EXPENSES    903,243
CONTINENTAL BANK                                 
                                                 
# 13                OPERATING EXPENSES    915,050
KENWORTH TRUCK CO                                
                                                 
                                                 
# 14                OPERATION EXPENSES    913,870

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>

<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
GALLAGHER BASSETT      --

# 15                   --         14,487   4/95   3/05    --           16.00    231,792    --        --           -- 
COPELCO CAPITAL        --                                        4/97  16.50    239,036
                                                                 4/99  17.00    246,279
                                                                 4/01  17.50    253,523
                                                                 4/03  18.00    260,766
</TABLE>


GALLAGHER BASSETT

# 15                OPERATING EXPENSES    802,883
COPELCO CAPITAL


                                                                          PAGE 2

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>       <C>      <C>    <C>      <C>    <C>   <C>      <C>        <C>       <C>          <C>
# 16                   --         24,513   4/95   3/05    --           16.00    392,208    --        --           --
COPELCO                --                                        4/97  16.50    404,465                             
                                                                 4/99  17.00    416,721                             
                                                                 4/01  17.50    428,978                             
                                                                 4/03  18.00    441,234                             
                                                                                                                    
# 17                   --         24,857   9/93   8/99    --           18.25    453,640    --        --           --
HBO & COMPANY          --                                        9/96  18.50    459,855                             
                                                                 9/97  18.75    466,069                             
                                                                 9/98  19.00    472,283                             
                                                                                                                    
# 18-SUITE 23          --            359  11/96   7/02    --           20.06      7,202    --        --           --
NEWS NOOK              --                                        8/98  20.76      7,453                             
                                                                 8/99  21.48      7,711                             
                                                                 8/00  22.24      7,984                             
                                                                 8/01  23.01      8,261                             
                                                                                                                    
# 19                   --          2,140   1/98  12/02    --           19.67     42,083    --        --           --
FORMER ROI             --                                                                                           
                                                                                                                    
# 20                               6,680   3/98   2/03    --           19.67    131,362    --        --           --
FORMER GALLAGHER       --                                                                                         

                               ---------
                                 126,049
                               =========
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
# 16                OPERATING EXPENSES    802,883
COPELCO                                          
                                                 
                                                 
                                                 
                                                 
# 17                OPERATING EXPENSES    897,340
HBO & COMPANY                                    
                                                 
                                                 
                                                 
# 18-SUITE 23       OPERATING EXPENSES    459,140
NEWS NOOK                                        
                                                 
                                                 
                                                 
                                                 
# 19                OPERATING EXPENSES    875,169
FORMER ROI                                       
                                                 
# 20                OPERATING EXPENSES    875,169
FORMER GALLAGHER


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               701 Eastgate Drive
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>   <C>      <C>         <C>       <C>          <C>
#  1                   --          9,967   6/97   6/00    --           16.75    166,947    --        --           --
DIGITAL EQUIPMENT      --                                        6/98  17.35    172,927                             
                                                                 6/99  17.95    178,908                             
                                                                                                                    
#  2                   --          3,738   2/93   1/99    --           17.50     65,415    --        --           --
GENESIS REALTY         --                                        2/97  17.75     66,350                             
                                                                                                                    
#  3                   --          1,588   7/97   6/02    --           17.00     26,996    --        --           --
TODAY'S TEMPORARY      --                                        7/98  17.65     28,028                             
                                                                 7/99  18.40     29,219                             
                                                                 7/00  19.10     30,331                             
                                                                 7/01  19.90     31,601                             
                                                                                                                    
#  4                   --          1,588   9/94  12/99    --           16.50     26,202    --        --           --
TRANSOUTH FIN.         --                                        9/96  17.00     26,996                             
                                                                 9/97  17.50     27,790                             
                                                                 9/98  18.00     28,584                             
                                                                                                                    
#  5                   --          2,409   3/95   2/98    --           15.00     36,135    --        --           --
S. FREEDMAN            --                                                                                           
                                                                                                                    
#  6                   --          2,878   9/96  11/99    --           17.00     48,926    --        --           --
TIN PLATE PARTNERS     --                                        9/97  17.25     49,646                             
                                                                 9/98  17.75     51,085                             
                                                                                                                    
#  7                   --         20,959   5/97   4/02    --           17.30    362,591    --        --           --
LOCKHEED-MARTIN        --                                        5/98  17.85    374,118                             
                                                                 5/99  18.35    384,598                             
                                                                 5/00  18.90    396,125                             
                                                                 5/01  19.50    408,701                             
                                                                                                                    
#  8                   --          9,795   6/96   5/01    --           17.00    166,515    --        --           --
BAY NETWORKS           --                                        6/97  17.20    168,474                             
                                                                 6/98  17.50    171,413                             
                                                                 6/99  17.90    175,331                             
                                                                 6/00  18.40    180,228                             
                                                                                                                    
#  9                   --          1,800  10/96   9/99    --           19.25     34,650    --        --           --
WEYERHAEUSER           --                                       10/97  19.85     35,730                             
                                                                10/98  20.45     36,810                             
                                                                                                                    
# 10                   --          6,755   2/97   1/00    --           18.00    121,590    --        --           --
AMERICAN INTL REAL     --                                        2/98  18.55    125,305                           
                                                                 2/99  19.10    129,021

                               ---------
                                  61,477
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
#  1                OPERATING EXPENSES    307,385  
DIGITAL EQUIPMENT                                  
                                                   
                                                   
#  2                OPERATING EXPENSES    338,124  
GENESIS REALTY                                     
                                                   
#  3                OPERATING EXPENSES    307,385  
TODAY'S TEMPORARY                                  
                                                   
                                                   
                                                   
                                                   
#  4                OPERATING EXPENSES    338,124  
TRANSOUTH FIN.                                     
                                                   
                                                   
                                                   
#  5                OPERATING EXPENSES    319,680  
S. FREEDMAN                                        
                                                   
#  6                OPERATING EXPENSES    307,385  
TIN PLATE PARTNERS                                 
                                                   
                                                   
#  7                OPERATING EXPENSES    307,385  
LOCKHEED-MARTIN                                    
                                                   
                                                   
                                                   
                                                   
#  8                OPERATING EXPENSES    296,319  
BAY NETWORKS                                       
                                                   
                                                   
                                                   
                                                   
#  9                OPERATING EXPENSES    307,385  
WEYERHAEUSER                                       
                                                   
                                                   
# 10                OPERATING EXPENSES    307,385  
AMERICAN INTL REAL

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                              303 FELLOWSHIP DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>         <C>       <C>          <C>
# 1                    --         17,596   7/97   2/01    --           16.30    286,815     --        --           --
STAR ENTERPRISES       --                                        7/98  17.00    299,132                              
                                                                 7/99  17.55    308,810                              
                                                                 7/00  18.10    318,488                              
                                                                                                                     
# 2                    --         11,682   7/97   3/00    --           14.00    163,548     --        --           --
HASBRO                 --                                        1/98  16.50    192,753                              
                                                                 1/99  17.10    199,762                              
                                                                 1/00  17.70    206,771                              
                                                                                                                     
# 3                    --          2,412  11/95  10/97    --           15.80     38,110     --        --           --
TEXACO LUBRICANTS      --                                                                                            
                                                                                                                     
# 4                    --          1,468  11/92  10/97    --           15.80     23,194     --        --           --
HUNTSMAN CORP          --                                                                                            
                                                                                                                     
# 5                                5,975   3/94   2/99    --           17.25    103,069     --        --           --
PRUDENTIAL INSURAN     --                                        3/97  17.75    106,056                              
                                                                                                                     
# 6                                7,501   6/92   5/99    --           17.00    127,517     --        --           --
PRUDENTIAL PROP        --                                                                                            
                                                                                                                     
# 7                                1,430   5/94   2/99    --           17.25     24,668     --        --           --
PRUDENTIAL INSURAN     --                                        3/97  17.75     25,383                              
                                                                                                                     
# 8                                3,072   1/98  12/02    --           18.37     56,436     --        --           --
SPEC TENANT            --                                                                                            
                                                                                                                     
# 9                                2,072   4/98   3/03    --           18.37     38,065     --        --           --
SPEC  TENANT           --                                                                                          

                               ---------
                                  53,208
                               =========
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
# 1                 OPERATING EXPENSES    372,456
STAR ENTERPRISES                                 
                                                 
                                                 
                                                 
# 2                 OPERATING EXPENSES    372,456
HASBRO                                           
                                                 
                                                 
                                                 
# 3                 OPERATING EXPENSES    345,852
TEXACO LUBRICANTS                                
                                                 
# 4                 OPERATING EXPENSES    345,852
HUNTSMAN CORP                                    
                                                 
# 5                 OPERATING EXPENSES    354,897
PRUDENTIAL INSURAN                               
                                                 
# 6                 OPERATING EXPENSES    392,675
PRUDENTIAL PROP                                  
                                                 
# 7                 OPERATING EXPENSES    354,897
PRUDENTIAL INSURAN                               
                                                 
# 8                 OPERATING EXPENSES    391,450
SPEC TENANT                                      
                                                 
# 9                 OPERATING EXPENSES    391,450
SPEC  TENANT

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                              305 FELLOWSHIP DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
#  1                   --         10,671  11/94   4/00    --           17.00    181,407    --        --           --
PAYCHEX                --                                       11/96  17.25    184,075                             
                                                                11/97  17.50    186,743                             
                                                                                                                    
#  2                   --          1,702   9/91  10/97    --           17.75     30,211    --        --           --
LEVER BROTHERS CO      --                                                                                           
                                                                                                                    
#  3                   --            463   3/95  10/97    --           17.75      8,218    --        --           --
LEVER BROTHERS         --                                                                                           
                                                                                                                    
#  4                   --         19,204   2/95   9/99    --           16.50    316,866    --        --           --
GOLDER ASSOCIATES      --                                       10/96  16.75    321,667                             
                                                                10/97  17.00    326,468                             
                                                                                                                    
#  5                   --          2,781   6/95   8/98    --           17.00     47,277    --        --           --
METRO COMMERCIAL       --                                        9/96  17.50     48,668                             
                                                                 9/97  18.00     50,058                             
                                                                                                                    
#  6                   --          3,480   4/93   9/98    --           17.50     60,900    --        --           --
METRO COMMERCIAL       --                                        4/97  18.00     62,640                             
                                                                                                                    
#  7                   --          8,472   6/94   2/00    --           17.25    146,142    --        --           --
RETAIL PUBLICATION     --                                        6/97  17.75    150,378                             
                                                                                                                    
#  8                   --          3,158   3/94   9/99    --           17.50     55,265    --        --           --
NEW HARBOR ENTER.      --                                        3/97  18.00     56,844                             
                                                                                                                    
#  9                   --          2,800  10/97   9/02    --           17.75     49,700    --        --           --
SPEC TENANT            --                                                                                           
                                                                                                                    
# 10                   --          2,918   1/98  12/02    --           18.37     53,607    --        --           --
SPEC TENANT            --

                               ---------
                                  55,649
                               =========

</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
#  1                OPERATING EXPENSES    378,413 
PAYCHEX                                           
                                                  
                                                  
#  2                OPERATING EXPENSES    389,543 
LEVER BROTHERS CO                                 
                                                  
#  3                OPERATING EXPENSES    389,543 
LEVER BROTHERS                                    
                                                  
#  4                OPERATING EXPENSES    294,940 
GOLDER ASSOCIATES                                 
                                                  
                                                  
#  5                OPERATING EXPENSES    389,543 
METRO COMMERCIAL                                  
                                                  
                                                  
#  6                OPERATING EXPENSES    403,455 
METRO COMMERCIAL                                  
                                                  
#  7                OPERATING EXPENSES    381,752 
RETAIL PUBLICATION                                
                                                  
#  8                OPERATING EXPENSES    406,238 
NEW HARBOR ENTER.                                 
                                                  
#  9                OPERATING EXPENSES    352,043 
SPEC TENANT                                       
                                                  
# 10                OPERATING EXPENSES    364,364 
SPEC TENANT


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                              307 FELLOWSHIP DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                        PRIMARY/                                                  ANNUAL
                       SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT             CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------     ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                       <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
#  1                      --          2,779   1/93   5/98    --           17.00     47,243    --        --           --
THE PAUL REVERE CO        --                                        1/97  17.25     47,938                             
                                                                                                                       
#  2                      --          2,345  12/92   5/98    --           15.65     36,699    --        --           --
SPECTOR GADON ROSE        --                                       12/96  16.00     37,520                             
                                                                                                                       
#  3                      --          1,985   7/95   6/00    --           16.50     32,753    --        --           --
ARAMARK                   --                                        7/97  16.75     33,249                             
                                                                    7/98  17.00     33,745                             
                                                                                                                       
#  4                      --          4,182   9/96   9/98    --           17.75     74,231    --        --           --
GARDEN ST. CABLE          --                                                                                           
                                                                                                                       
#  5                      --          1,227  10/94   9/97    --           17.00     20,859    --        --           --
SIEMENS                   --                                                                                           
                                                                                                                       
#  6                      --            798   6/97   5/00    --           16.00     12,768    --        --           --
INTERCRAFT                --                                        6/98  16.80     13,406                             
                                                                    6/99  17.70     14,125                             
                                                                                                                       
#  7                      --          1,049   3/95   8/97    --           17.75     18,620    --        --           --
POLICY MGMT SYSTEM        --                                                                                           
                                                                                                                       
#  8                                  3,479   8/92   4/99    --           16.17     56,255    --        --           --
MONUMENTAL LIFE           --                                                                                           
                                                                                                                       
#  9                      --          1,848   5/96   4/99    --           14.20     26,242    --        --           --
ACUMEN RE-MGMT            --                                        5/97  14.30     26,426                             
                                                                    5/98  14.50     26,796                             
                                                                                                                       
# 10                      --          2,475   3/96   2/99    --           17.15     42,446    --        --   -       --
BELL ATLANTIC PROP        --                                                                                           
                                                                                                                       
# 11                      --          2,308   1/93   6/98    --           17.00     39,236    --       ---           --
UOP                       --                                                                                           
                                                                                                                       
# 12                      --            917   1/96  12/97    --           18.00     16,506    --        --   -       --
HK SYSTEMS                --                                                                                           
                                                                                                                       
# 13                      --          2,067   1/96   6/00    --           16.50     34,106    --        --   -       --
ARAMARK                   --                                        7/97  16.75     34,622                             
                                                                    7/98  17.00     35,139

# 14                      --          4,894   9/96   8/00    --           16.73     81,877    --        --   -       --
[ILLEGIBLE]FF & COHEN     --                                        9/97  17.25     84,422                           
                                                                    9/98  17.75     86,869
</TABLE>


                                           PRO RATA    % OF RENT
      TENANT               RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------     ------------------ ----------  -----------
#  1                   OPERATING EXPENSES    379,183  
THE PAUL REVERE CO                                    
                                                      
#  2                   OPERATING EXPENSES    379,183  
SPECTOR GADON ROSE                                    
                                                      
#  3                   OPERATING EXPENSES    379,183  
ARAMARK                                               
                                                      
                                                      
#  4                   OPERATING EXPENSES    379,183  
GARDEN ST. CABLE                                      
                                                      
#  5                   OPERATING EXPENSES    381,891  
SIEMENS                                               
                                                      
#  6                   OPERATING EXPENSES    379,183  
INTERCRAFT                                            
                                                      
                                                      
#  7                   OPERATING EXPENSES    376,475  
POLICY MGMT SYSTEM                                    
                                                      
#  8                   OPERATING EXPENSES    316,889  
MONUMENTAL LIFE                                       
                                                      
#  9                   OPERATING EXPENSES    398,142  
ACUMEN RE-MGMT                                        
                                                      
                                                      
# 10                   OPERATING EXPENSES    381,891  
BELL ATLANTIC PROP                                    
                                                      
# 11                   OPERATING EXPENSES    379,183  
UOP                                                   
                                                      
# 12                   OPERATING EXPENSES    379,183  
HK SYSTEMS                                            
                                                      
# 13                   OPERATING EXPENSES    379,183  
ARAMARK                                               
                                                      
                                                      
# 14                   OPERATING EXPENSES    379,183  
[ILLEGIBLE]FF & COHEN

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>

<S>                       <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
                                                                    9/99   18.28    89,462

# 15                      --         5,293    1/97  12/98    --            18.25    96,597    --        --            --
PRC INC.                  --                                        1/98   18.90   100,038

# 16                      --         2,125    5/96   4/98    --            14.50    30,813    --        --            --
UNITRONIX                 --                                        5/97   15.70    33,363
</TABLE>


                                           PRO RATA    % OF RENT
      TENANT               RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------     ------------------ ----------  -----------

# 15                   OPERATING EXPENSES    379,183
PRC INC.

# 16                   OPERATING EXPENSES    379,183
UNITRONIX


                                                                          PAGE 2

<TABLE>
<CAPTION>
                        PRIMARY/                                                  ANNUAL
                       SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT             CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------     ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                       <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
# 17                      --          4,028   1/97  12/99    --           17.75     71,497    --        --           --
MCC BEHAVIORAL            --                                        1/98  18.00     72,504                             
                                                                                                                       
# 18                      --          1,063   1/97  12/97    --           22.00     23,386    --        --           --
MELLON MORTGAGE           --                                                                                           
                                                                                                                       
# 19                      --          2,736   1/97  12/01    --           16.50     45,144    --        --           --
ROBERT HALF INT'L         --                                        1/98  17.00     46,512                             
                                                                    1/99  17.50     47,880                             
                                                                    1/00  18.00     49,248                             
                                                                    1/01  18.60     50,890                             
                                                                                                                       
# 20                      --          6,979   4/98   3/03    --           18.37    128,213    --        --           --
SPEC TENANT               --

                                  ---------
                                     54,577
                                  =========
</TABLE>


                                           PRO RATA    % OF RENT
      TENANT               RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------     ------------------ ----------  -----------
# 17                   OPERATING EXPENSES    379,183 
MCC BEHAVIORAL                                       
                                                     
# 18                   OPERATING EXPENSES    379,183 
MELLON MORTGAGE                                      
                                                     
# 19                   OPERATING EXPENSES    392,725 
ROBERT HALF INT'L                                    
                                                     
                                                     
                                                     
                                                     
# 20                   OPERATING EXPENSES    410,853 
SPEC TENANT

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                              309 FELLOWSHIP DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
#  1                   --          3,205   8/95   7/98    --           17.00     54,485    --        --           --
COLKATE                --                                        8/96  17.25     55,286                             
                                                                 8/97  17.50     56,088                             
                                                                                                                    
#  2                   --          9,803  12/91   7/98    --           15.00    147,045    --        --           --
ALLIED BOND & COLL     --                                        8/97  15.25    149,496                             
                                                                                                                    
#  3                   --          8,000   8/92   7/00    --           39.21    313,680    --        --           --
PSE&G                  --                                        8/97  16.85    134,800                             
                                                                 8/98  17.45    139,600                             
                                                                 8/99  18.05    144,400                             
                                                                                                                    
#  4                   --          7,076   7/96   6/01    --           17.60    124,538    --        --           --
MERCHANTS INSUR        --                                        7/98  17.85    126,307                             
                                                                 7/99  18.25    129,137                             
                                                                                                                    
#  5                   --          6,321   5/94   4/99    --           17.25    109,037    --        --           --
GENERAL ACCIDENT       --                                        5/97  17.50    110,618                             
                                                                 5/98  17.75    112,198                             
                                                                                                                    
#  6                   --          5,008   7/97   7/02    --           17.75     88,892    --        --           --
NY LIFE MEDICAL        --                                        8/97  18.50     92,648                             
                                                                 8/98  19.15     95,903                             
                                                                 8/99  19.90     99,659                             
                                                                 8/00  20.65    103,415                             
                                                                 8/01  21.40    107,171                             
                                                                                                                    
#  7                   --          2,620  11/95  10/97    --           15.75     41,265    --        --           --
CISCO                  --                                                                                           
                                                                                                                    
#  8                   --          5,254   1/98  12/02    --           18.37     96,523    --        --           --
SPEC TENANT            --                                                                                           
                                                                                                                    
#  9                   --          2,810   4/98   3/03    --           18.37     51,623    --        --           --
SPEC TENANT            --                                                                                           
                                                                                                                    
# 10                   --          5,254   7/98   6/03    --           18.37     96,523    --        --           --
SPEC TENANT            --                                                                                         

                               ---------
                                  55,351
                               =========
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
#  1                OPERATING EXPENSES    387,457 
COLKATE                                           
                                                  
                                                  
#  2                OPERATING EXPENSES    304,431 
ALLIED BOND & COLL                                
                                                  
#  3                OPERATING EXPENSES    387,457 
PSE&G                                             
                                                  
                                                  
                                                  
#  4                OPERATING EXPENSES    387,457 
MERCHANTS INSUR                                   
                                                  
                                                  
#  5                OPERATING EXPENSES    383,029 
GENERAL ACCIDENT                                  
                                                  
                                                  
#  6                OPERATING EXPENSES    415,133 
NY LIFE MEDICAL                                   
                                                  
                                                  
                                                  
                                                  
                                                  
#  7                OPERATING EXPENSES    373,619 
CISCO                                             
                                                  
#  8                OPERATING EXPENSES    391,454 
SPEC TENANT                                       
                                                  
#  9                OPERATING EXPENSES    391,454 
SPEC TENANT                                       
                                                  
# 10                OPERATING EXPENSES    391,454 
SPEC TENANT

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                304 HARPER DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
#  1                   --            910   8/95   7/97    --           14.75     13,423    --        --           --
BUILDING CTRCTRS       --                                                                                           
                                                                                                                    
#  2                   --            910   8/95   7/98    --           13.00     11,830    --        --           --
BASIC COMMERCE         --                                       8/96   14.00     12,740                             
                                                                8/97   15.00     13,650                             
                                                                                                                    
#  3                   --          3,088   9/92   8/98    --           15.70     48,482    --        --           --
COZTANZA SPECTOR       --                                                                                           
                                                                                                                    
#  4                   --          3,180   7/96   6/99    --           18.15     57,717    --        --           --
TAB PRODUCTS           --                                       7/97   18.65     59,307                             
                                                                7/98   19.05     60,579                             
                                                                                                                    
#  5                   --          3,616   6/94   5/99    --           15.65     56,590    --        --           --
PRO-TECH RESOURCE      --                                       6/97   16.15     58,398                             
                                                                                                                    
#  6                   --          1,315  10/94   5/99    --           15.65     20,580    --        --           --
PRO-TECH RESOURCES     --                                       5/97   16.15     21,237                             
                                                                                                                    
#  7                   --          1,125  11/96  10/97    --           15.00     16,875    --        --           --
DELTA MANAGEMENT       --                                                                                           
                                                                                                                    
#  8                   --          6,740   1/97  12/99    --           14.75     99,415    --        --           --
SEMCOR INC.            --                                       1/98   15.25    102,785                             
                                                                1/99   15.85    106,829                             
                                                                                                                    
#  9                   --          5,915   7/97   6/02    --           18.50    109,428    --        --           --
LEGG-MASON             --                                       7/98   19.05    112,681                             
                                                                7/99   19.65    116,230                             
                                                                7/00   20.20    119,483                             
                                                                7/01   20.85    123,328                             
                                                                                                                    
# 10                   --          2,738   4/98   3/03    --           17.34     47,467    --        --           --
SPEC TENANT            --                                                                                         

                               ---------
                                  29,537
                               =========
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
#  1                OPERATING EXPENSES    228,912 
BUILDING CTRCTRS                                  
                                                  
#  2                OPERATING EXPENSES    228,912 
BASIC COMMERCE                                    
                                                  
                                                  
#  3                OPERATING EXPENSES    206,759 
COZTANZA SPECTOR                                  
                                                  
#  4                OPERATING EXPENSES    228,912 
TAB PRODUCTS                                      
                                                  
                                                  
#  5                OPERATING EXPENSES    221,528 
PRO-TECH RESOURCE                                 
                                                  
#  6                OPERATING EXPENSES    221,528 
PRO-TECH RESOURCES                                
                                                  
#  7                OPERATING EXPENSES    221,528 
DELTA MANAGEMENT                                  
                                                  
#  8                OPERATING EXPENSES    221,528 
SEMCOR INC.                                       
                                                  
                                                  
#  9                OPERATING EXPENSES    221,528 
LEGG-MASON                                        
                                                  
                                                  
                                                  
                                                  
# 10                OPERATING EXPENSES    256,161 
SPEC TENANT

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               815 EAST GATE DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
# 1                    --         11,786  11/95  10/98    --           12.10    142,611    --        --           --     
SEMCOR                 --                                       11/96  12.60    148,504                             
                                                                                                                    
# 2                    --          1,904   2/96  10/98    --           12.10     23,038    --        --           --     
SEMCOR                 --                                       11/96  12.60     23,990                             
                                                                                                                    
# 3                    --          8,500  12/93  11/98    --           12.40    105,400    --        --           --     
WYLE LABS              --                                       12/96  12.65    107,525                             
                                                                12/97  12.90    109,650                             
                                                                                                                    
# 4                      2         3,310  10/97   9/02    --           13.00     43,030    --        --           --     
SPEC TENANT            --                                       10/98  13.23     43,783                           
                                                                10/99  13.46     44,549
                                                                10/00  13.69     45,329
                                                                10/01  13.93     46,122

                               ---------
                                  25,500
                               =========
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
# 1                 OPERATING EXPENSES    104,550
SEMCOR                                           
                                                 
# 2                 OPERATING EXPENSES    104,550
SEMCOR                                           
                                                 
# 3                 OPERATING EXPENSES    104,550
WYLE LABS                                        
                                                 
                                                 
# 4                 OPERATING EXPENSES    107,690
SPEC TENANT

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               817 EAST GATE DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>      <C>        <C>       <C>          <C>
# 1                    --         15,596   7/92   3/98    --           11.50    179,354    --        --           --  
EMTEC                  --                                                                                           
                                                                                                                    
# 2                    --          9,755   9/94   8/04    --           12.00    117,060    --        --           --  
PRIZM                  --                                        8/96  12.50    121,938                           
                                                                 8/98  13.00    126,815
                                                                 8/00  13.50    131,693
                                                                 8/02  14.00    136,570

                               ---------
                                  25,351
                               =========
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
# 1                 OPERATING EXPENSES     88,729
EMTEC

# 2                 OPERATING EXPENSES    114,080
PRIZM

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                305 HARPER DRIVE
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                                  ANNUAL
                    SECONDARY   SQUARE    LEASE  LEASE  OPTION     MINIMUM     MINIMUM   OVERAGE   CEILING    BREAKPOINT  
      TENANT          CODES      FEET     BEGIN   END   #/MOS      RENT/SF      RENT        %      (000'S)      (000'S)   
- ------------------  ---------  ---------  -----  -----  ------  ------------  ---------  -------  ---------  -------------
<S>                    <C>        <C>     <C>    <C>      <C>   <C>    <C>       <C>       <C>       <C>          <C>
# 1                    --         14,980  10/93   9/99    --              6.25   93,625    --        --           -- 
JEROME GROUP           --                                        4/98     6.50   97,370

                                  ------
                                  14,980
                                  ======
</TABLE>


                                        PRO RATA    % OF RENT
      TENANT            RECOVERIES     SHARE BASE  SUBJ TO CPI
- ------------------  ------------------ ----------  -----------
# 1                 OPERATING EXPENSES      ZERO
JEROME GROUP

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19


<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-1                                               Sale

Building Name:                                    Westlake Corporate Center

Location:                                         Westlakes Drive
                                                  Tredyffrin Township
                                                  Chester County, PA

Grantor:                                          Beacon Properties Corp.

Grantee:                                          Cali Realty Corp.

Date of Sale:                                     05/01/97

Physical Description:

  Land Area:                                      52.96 Acres
  Net Rentable Area:                              444,293 Square Feet
  Occupancy at Sale:                              97%
  Parking:                                        adequate
  Quality:                                        Good
  Construction:                                   Masonry
  Stories:                                        3

Sale Price:                                       $72,500,000

Terms of Sale:                                    Cash to seller

Economic Indicators:
  Net Operating Income:                           $6,525,000      Estimate

Appraisal Indicators:
  Overall Rate (OAR):                             9.0%

Sale Price/Square Foot (RSF):                     $163.18

COMMENTS:
  This property consist of four,three story modern
  office buildings in the Westlakes Corporate
  Center which is considered one of the premier
  office developments in suburan Philadelphia. The
  improvements were built between 1988 and 1990 and
  were in good condition.

Confirmation Data:
  By:                                             BROKER
  With:                                           Steve Coyle-JC


PHI-4-1685

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-2                                               Sale

Building Name:                                    Airport Business Center

Location:                                         Route 291 and I-95
                                                  Essington
                                                  Delaware County, PA

Grantor:                                          Henderson/Tinucum L.P.and
                                                  International Court I,II,III

Grantee:                                          Cali Airport Realty Associates

Date of Sale:                                     12/17/96

Recording Data:                                   Deed Book 1545 Page 1636

Physical Description:

  Land Area:                                      32.15 Acres
  Net Rentable Area:                              371,000 Square Feet
  Occupancy at Sale:                              90%
  Parking:                                        Adequate
  Quality:                                        Good 
  Construction:                                   Masonry
  Stories:                                        3

Sale Price:                                       $43,000,000

Terms of Sale:                                    Cash to seller

Economic Indicators:
  Net Operating Income:                           $4,300,000      Estimate

Appraisal Indicators:
  Overall Rate (OAR):                             10%

Sale Price/Square Foot (RSF):                     $115.90

COMMENTS:
  This property consist of a group of three and
  four story concrete office buildings built in the
  1980's. The property is located near the Delaware
  Expressway and Philadelphia International
  Airport.

Confirmation Data:
  By:                                             BROKER
  With:                                           Steve Coyle-JC


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-2 Continued


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-3                                              Sale

Building Name:                                   Libertyview

Location:                                        457 Haddonfield Road
                                                 Cherry Hill Twp, Camden, NJ

Grantor:                                         UM Real Estate Investment
                                                 Company, LLC

Grantee:                                         Brandywine Realty Trust

Date of Sale:                                    07/01/96

Recording Data:                                  Deed Book 4834 Page 131

Physical Description:

 Land Area:                                      6.32 Acres
 Net Rentable Area:                              121,737 Square Feet
 Year Built:                                     1990
 Occupancy at Sale:                              67%
 Parking:                                        Adequate
 Quality:                                        Good
 Construction:                                   Masonry & steel frame
 Zoning:                                         Commercial
 Stories:                                        7

Sale Price:                                      $10,716,000

Terms of Sale:                                   (See Comments)

Sale Price/Square Foot (RSF):                    $88.03

COMMENTS:

    Libertyview represents a seven story, Class A
 office building situated along Haddonfield Road,
 just south of Route 38 in Cherry Hill, New
 Jersey. The improvements were constructed by
 Rouse & Associates in 1990 as a speculative
 office building but the complex never fully
 leased. At the time of sale, the facility was 67
 percent occupied.
    The recorded consideration was $10,600,000,
 but the buyer also paid a $116,000 commission
 resulting on a total acquisition price of 
 $10,716,000. The purchaser is the Brandywine REIT which
 solicited the sale despite the property not being
 exposed to the market.
    The purchaser estimates that the total investment,
 including tenant improvements and leasing commissions


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-3 Continued
 required to bring the property to stabilization will be
 approximately $12.0 to $12.2 million.

Confirmation Data:
 By:                                      BUYER


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-4                                               Sale

Building Name:                                    Four Greentree Centre

Location:                                         Rt. 73 and W. Lincoln Drive
                                                  Evesham Township
                                                  Burlington County, NJ

Grantor:                                          Linpro Greentree Mid Rise IV

Grantee:                                          Liberty Property L.P.

Date of Sale:                                     05/01/96

Recording Data:                                   Deed Book 5152 Page 297

Physical Description:

 Land Area:                                       4.34 Acres
 Net Rentable Area:                               62,069 Square Feet
 Year Built:                                      1985
 Occupancy at Sale:                               63%
 Quality:                                         Good
 Construction:                                    Masonry
 Stories:                                         4

Sale Price:                                       $3,400,000

Terms of Sale:                                    Cash to seller

Sale Price/Square Foot (RSF):                     $54.78

COMMENTS:
 The deed was in lieu of forclosure at $3,400,000
 including $100,000 of grantee's acquisition costs.
 This multi-tenant Class A office building has an
 atrium and it was in average condition.

Confirmation Data:
 By:                                              BUYER


PHL4-1540


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

                                                  Sale

Building Name:                                    901 Lincoln Building

Location:                                         901 Lincoln Drive
                                                  Evesham Twp, Burlington, NJ

Parcel Number:                                    Block 1.10, Lot 1

Grantor:                                          Penn Mutual Life Insurance Co.

Grantee:                                          Liberty Limited Partnership

Date of Sale:                                     03/12/96

Recording Data:                                   Deed Book 5121 Page 283

Physical Description:

 Land Area:                                       2.52 Acres
 Net Rentable Area:                               38,500 Square Feet
 Year Built:                                      Circa 1984
 Occupancy at Sale:                               100%
 Parking:                                         Adequate
 Quality:                                         Average
 Construction:                                    Masonry & steel
 Zoning:                                          OC-2
 Stories:                                         3

Sale Price:                                       $3,050,000

Terms of Sale:                                    Cash to seller.

Sale Price/Square Foot (RSF):                     $79.22

COMMENTS:
    The 901 Lincoln Building represents a three
 story, Class B + office building located along
 Route 73 at Lincoln Drive in the Greentree area of
 Evesham Township, Burlington County, New Jersey.
    The recorded consideration was $2,950,000 but
 the buyer paid additional fees resulting in a
 total acquisition cost of $3,050,000.
    The complex was constructed in 1984 and was
 considered in average condition. At the time of
 sale, the facility was 100% occupied.

Confirmation Data:
 By:                                              BUYER


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-5 Continued
 With:                                      Ralph Kittrel


            PHI-4-1575


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-6                                               Sale

Location:                                         5 Eves Drive
                                                  Evesham Township, Burlington 
                                                  County, PA

Parcel Number:                                    Block 2.07 Lot 3 & 4

Grantor:                                          LAKN Marlton Associates,LP

Grantee:                                          Brandy Operating Company

Date of Sale:                                     04/18/97

Recording Data:                                   Book 5341 Page 150

Physical Description:

  Land Area:                                      4.29 Acres
  Gross Building Area:                            48,116 Square Feet
  Net Rentable Area:                              45,889 Square Feet
  Year Built:                                     1986
  Occupancy at Sale:                              65%
  Parking:                                        Adequate
  Quality:                                        Good
  Construction:                                   Masonry and Steel
  Zoning:                                         Office and Industrial
  Stories:                                        3

Sale Price:                                       $3,375,000

Terms of Sale:                                    Cash to Seller

Sale Price/Square Foot (GSF):                     $70.14

Sale Price/Square Foot (RSF):                     $73.55

COMMENTS:
  This 4.2 acre site is improved with a three story
  elevator served office building containing a
  gross rentable building area of 45,889 square
  feet. The building was 65 percent occupied,
  however the improvements were reportedly in good
  condition.

Confirmation Data:
  By:                                             BUYER




PHI-4-1686


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                OFFICE/FLEX SALE
- --------------------------------------------------------------------------------

I-7                                              Sale

Building Name:                                   The Fairways at Laurel Oaks

Location:                                        1030-44 Laurel Oak Road
                                                 Voorhees Township, Camden, NJ

Grantor:                                         MDG Laurel Oak, LLC

Grantee:                                         LN Fairways at Laurel Oak Ass.

Date of Sale:                                    09/01/96

Recording Data:                                  Book 4845 Page 93

Physical Description:

 Land Area:                                      6.00 Acres
 Gross Building Area:                            55,427 Square Feet
 Net Rentable Area:                              55,427 Square Feet
 Year Built:                                     1987
 Occupancy at Sale:                              95%
 Parking:                                        Adequate
 Quality:                                        Good
 Construction:                                   Masonry Steel
 Zoning:                                         Industrial
 Stories,                                        1

Sale Price:                                      $3,320,000
                                                 Cash to Seller

Sale Price/Square Foot (GSF):                    $59.90

Sale Price/Square Foot (RSF):                    $59.90

COMMENTS:
 This is a complex of four, one story buildings
 originally constructed between 1986 and 1987. The
 purchaser assumed existing financing. The mortgage
 balance and terms were not available. The bulding
 featured 85% finished offices.

Confirmation Data:
 By:                                             APPRAISER


PHI-4-1579


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                OFFICE/FLEX SALE
- --------------------------------------------------------------------------------

I-8                                               Sale

Location:                                         1025 Briggs Road
                                                  Cambridge Crossing
                                                  Mt.Laurel Twp., Burlington 
                                                  County, NJ

Grantor:                                          McGarvey Development
                                                  Cambridge Management Assoc.

Grantee:                                          Liberty Property Trust

Date of Sale:                                     05/23/97

Physical Description:

 Land Area:                                       6.21 Acres
 Gross Building Area:                             59,570 Square Feet
 Net Rentable Area:                               59,570 Square Feet
 Year Built:                                      1987
 Occupancy at Sale:                               100%
 Parking:                                         Adequate
 Quality:                                         Excellent
 Construction:                                    Brick & Steel Frame
 Zoning:                                          I -- Industry
 Stories:                                         1

Sale Price:                                       $4,000,000

Terms of Sale:                                    Cash and market oriented
                                                  financing.

Economic Indicators:
 Net Operating Income:                            $440,000    Seller's Proforma

Appraisal Indicators:
 Overall Rate (OAR):                              11%

Sale Price/Square Foot (GSF):                     $67.15

Sale Price/Square Foot (RSF):                     $67.15

COMMENTS:
 1025 Briggs Road is a 59,570 square foot office/flex
 facility situated on a 6.2 acre site within the Cambridge
 Crossing development at Route 38 & I-295 in Mt.  Laurel, New
 Jersey.  The improvements were constructed in 1987 of steel
 frame with brick veneer over concrete block walls.  The
 facility features 100%.  According to a representative for


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                OFFICE/FLEX SALE
- --------------------------------------------------------------------------------

1-8 Continued
  the grantee, the building was generating approximately
  $440,000 in net operating income, resulting in an 11
  percent overall rate.

Confirmation Data:
  By:                                        BROKER


PHI-4-793


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                OFFICE/FLEX SALE
- --------------------------------------------------------------------------------

I-9                                               Sale

Location:                                         1000 Briggs Road
                                                  Cambridge Crossing
                                                  Mt. Laurel Twp., Burlington
                                                  County, NJ

Grantor:                                          1000 Briggs Partnership

Grantee:                                          Liberty Property Trust

Date of Sale:                                     05/23/97

Physical Description:

 Land Area:                                       217,800 Square Feet
                                                  5.00 Acres
 Gross Building Area:                             40,500 Square Feet
 Net Rentable Area:                               40,500 Square Feet
 Year Built:                                      1990
 Occupancy at Sale:                               100%
 Parking:                                         Adequate
 Quality:                                         Excellent
 Construction:                                    Brick & Steel Frame
 Zoning:                                          I - Industry
 Stories:                                         1

Sale Price:                                       $2,800,000

Terms of Sale:                                    Cash to seller.

Economic Indicators:
 Net Operating Income:                            $308,000    Seller's Proforma

Appraisal Indicators:
 Overall Rate (OAR):                              11.0%

Sale Price/Square Foot (GSF):                     $69.14

Sale Price/Square Foot (RSF):                     $69.14

COMMENTS:
 1000 Briggs Road is a 40,500 square foot ofice/flex
 facility situated on a 5.0 acre site within the Cambridge
 Crossing development at Route 38 & I-295 in Mt. Laurel
 Township, Burlington County, New Jersey.  The improvements
 were constructed in 1990 of steel frame with brick veneer
 over concrete block exterior walls.  The building is
 finished as 100% office.  According to a representative for


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                OFFICE/FLEX SALE
- --------------------------------------------------------------------------------


I-9 Continued
  the grantee, the property was generating approximately
  $308,000 in net operating income, indicating a 11 percent
  overall rate.

Confirmation Data:
  BY:                                        BUYER


PHI-4-794


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

1-10                                              Sale

Building Name:                                    Greentree Commons

Location:                                         9001 Lincoln Drive West
                                                  Evesham Township
                                                  Burlington County, PA

Parcel Number:                                    Block 3.34, Lot 2

Grantor:                                          Advent Realty Limited
                                                  Partnership

Grantee:                                          Brandywine Operating
                                                  Partnership

Date of Sale:                                     05/19/97

Recording Data:                                   Book 5363, Page 159

Physical Description:

  Land Area:                                      5.04 Acres
  Net Rentable Area:                              43,719 Square Feet
  Year Built:                                     1982
  Occupancy at Sale:                              89%
  Parking:                                        Adequate
  Quality:                                        Average
  Construction:                                   Stone, brick and wood siding
  Zoning:                                         MD-3 Planned Village Dev.
  Stories:                                        1

Sale Price:                                       $3,016,300

Terms of Sale:                                    Cash to seller

Economic Indicators:
  Effective Gross Income:                         $585,993        Actual
  Less: Operating Expenses:                       $240,363        Actual
  Net Operating Income:                           $345,630        Actual

Appraisal Indicators:
  Overall Rate (OAR):                             11.46%

Sale Price/Square Foot (RSF):                     $68.99

COMMENTS:
  Greentree Commons represents a four building, single story,


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-10 Continued
 multi-tenated office complex constructed in 1980. The
 property contains a total rentable area of 43,719
 square feet on 5.04 acres at the corner of Lincoln
 Drive West and Route 73 in Evesham Township.

Confirmation Data:
 By:                                        BUYER


PHL4-1669


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            COMMERCIAL LAND SALE
- --------------------------------------------------------------------------------

L-1                                            Sale

Location:                                      S/E/C Nixon Drive and 1-295
                                               Off Ramp
                                               Mt. Laurel Twp., Burlington, NJ

Parcel Number:                                 Block 1200, Lot 1.01 & Lot 1.02

Grantor:                                       Bell Atlantic Properties, Inc.

Grantee:                                       East Gate Center, III, L.P.
                                               (Berwind and Vesterra Corps.)

Date of Sale:                                  07/29/95

Size:                                          16.80 Acres

Maximum FAR:                                   129,OOOSF

Shape:                                         Irregular

Frontage:                                      Nixon Drive and 1-295 Off Ramp

Utilities:                                     Sewer, Water, Natural Gas, 
                                               Electricity

Topography:                                    Level

Zoning:                                        MCD-Major Commercial District

Price:                                         $4,275,841

Terms of Sale:                                 Conventional terms.

Price per Acre:                                $254,514.35

Price/FAR:                                     $ 33.15/SF

COMMENTS:
  Site to be developed with Phase III of East Gate Square, a
  power center located opposite the Moorestown Mall.  Dick's
  Sporting Goods has constructed a 60,000 s.f. freestanding
  building on Lot 1.01 on a land lease with approvals for an
  additional 10,000 s.f. of building area.  Lot 1.02 will be
  improved with a 54,000 s.f. retail building to be occupied
  by Best Buys (45,000 s.f.), plus 9,000 s.f. of inline
  space.  Lot 1.02 also has approvals for a pad site capable
  of supporting a 5,000 s.f. building.  It is projected


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            COMMERCIAL LAND SALE
- --------------------------------------------------------------------------------

L-1 Continued
  that the Best Buys store will be completed by July, 1997.

Confirmation Data:
  By:                                       BUYER


PHI-1-1292


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            COMMERCIAL LAND SALE
- --------------------------------------------------------------------------------

L-2                                        Sale

Location:                                  N/E/C Nixon Drive and Mall
                                           Link Road
                                           Mt. Laurel Twp., Burlington, NJ

Parcel Number:                             Block 3000, Lot 4; Block 1200.02, 
                                           Lot 2

Grantor:                                   Bell Atlantic Properties

Grantee:                                   East Gate Center IV, L.P.
                                           (Berwind and Vesterra Corps.)

Date of Sale:                              07/31/96

Size:                                      12.06 Acres

Maximum FAR:                               100,086SF

Shape:                                     Irregular

Frontage:                                  Nixon Drive and Mall Link Road

Utilities:                                 Sewer, Water, Natural Gas,
                                           Electricity

Topography:                                Level

Zoning:                                    MCD and SRC

Price:                                     $3,734,700

Terms of Sale:                             Conventional terms.

Price per Acre:                            $309,676.38

Price/FAR:                                 $ 37.31 /SF

COMMENTS:
  Site opposite the Moorestown Mall to be developed
  with Phase IV of East Gate Square power center.
  The sale price was the result of an option
  agreement dated August 1, 1994 between the
  seller and the Berwind Group. Phase IV will
  contain 100,086 s.f. of retail area to include
  four inline stores and two pad sites. Prelease
  tenants include Barnes & Noble (30,000 s.f.) and
  PetsMart (28,186 s.f.). Completion of the
  improvements is scheduled for April 1, 1997. The
  site lies on the border of Moorestown and Mt.
  Laurel Townships.


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            COMMERCIAL LAND SALE
- --------------------------------------------------------------------------------

L-2 Continued
Confirmation Data:
 By:                                       BUYER


PHL1-1291


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            COMMERCIAL LAND SALE
- --------------------------------------------------------------------------------

L-3                                            Sale

Location:                                      2138 Route 38
                                               Cherry Hill Twp., Camden, NJ

Parcel Number:                                 Block 285.25, Lot 4 and Lot 8

Grantor:                                       Lockhead Martin Corporation

Grantee:                                       Cherry Hill Associates, L.P.
                                               (Richard Rubin Co.)

Date of Sale:                                  11/04/96

Size:                                          77.77 Acres

Maximum FAR:                                   340,OOOSF

Shape:                                         Irregular

Frontage:                                      Along Route 38

Utilities:                                     Sewer, Water, Natural Gas,
                                               Electricity

Topography:                                    Slopes upward from street.

Zoning:                                        I-R, Restricted Commercial

Price:                                         $12,900,000

Terms of Sale:                                 Conventional terms.

Recording Data:                                Book 4857 Page 71

Price per Acre:                                $165,873.74

Price/FAR:                                     $ 37.94/SF

COMMENTS:
  Property was placed under contract in December, 
  1992 for a contract price is $11,000,000.
  Additionally, the developer needed to acquire a
  right of way parcel for $150,000. Finally, the
  developer is budgeting $1,750,000 for demolition
  of existing improvements for a total
  consideration of $12,900,000. Developer received
  approvals in June, 1996 and with closing in
  November, 1996 with opening planned for
  September, 1997. The property is pre-leased to
  Target, Kohls, Babys R Us, PetsMart, Home


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            COMMERCIAL LAND SALE
- --------------------------------------------------------------------------------

L-3 Continued
 Place and TGI Friday on a pad. Rental rates range
 from $5.56/s.f. for Target on a pad lease, to 
 $18.11 /s.f. for PetsMart, $20.00/s.f. for Home Place 
 and $160,000 per year for the TGI Friday pad lease. The
 site contains approximately 78 acres in two parcels.
 The shopping center will be located on the main 56
 acre site. The adjacent 22 acre site will be used
 primarily as a water detention basin and open space.
 After development of the center, the rear portion to
 the south will be donated to Cherry Hill Township as
 open park and ball field. The subject site has been
 rezoned from I-R, Industrial Restricted to B-4,
 Regional Business.

Confirmation Data:
 By:                                         BUYER


PHL1-1 290


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 QUALIFICATIONS OF JOHN J. LYNCH
- --------------------------------------------------------------------------------

Professional Affiliations

      Member, Appraisal Institute (MAI Designation #10585) New Jersey Certified
      General Appraiser (Certificate #RG 01569) Ohio Certified General Appraiser
      (Certificate #414115) Pennsylvania Certified General Appraiser
      (Certificate #GA-000485-L) Pennsylvania Real Estate Broker (License
      #ABO42902A) Affiliate, Tri-State Commercial & Industrial Association of
      Realtors

Real Estate Experience

      Associate Director of Cushman & Wakefield of Pennsylvania, Inc. and
      Assistant Manager of its Valuation Advisory Services Department in
      Philadelphia. Mr. Lynch remains active with the Hospitality Group and
      continues to advise clients on complex income producing properties.

      Associate Director, Cushman & Wakefield of Pennsylvania, Inc. and member
      of the firms Hospitality Group, which specializes in the valuation and
      investment counseling on hotel properties, through June, 1993.

      Senior Appraiser, Cushman & Wakefield Appraisal Division, specializing in
      a wide variety of commercial and industrial real estate appraisal and
      investment counseling assignments throughout the nation from January, 1980
      to March, 1987. Cushman & Wakefield is an international full seminar real
      estate organization and a Rockefeller Group Company.

      Staff Appraiser, Walter A. McClatchy Co., Inc. of Philadelphia,
      Pennsylvania, specializing in commercial and industrial real estate
      appraisal and investment counseling throughout a wide geographic area from
      March, 1977 to December, 1979.

      Sales Associate, William Brucker Co. -Real Estate of Philadelphia,
      Pennsylvania, specializing in the sale and leasing of residential,
      commercial and industrial real estate from February, 1976 to March, 1977.

Formal Education

      Pennsylvania State University, University Park, Pennsylvania
        Bachelor of Science -1975

      Appraisal Institute, Chicago, Illinois 
        Introduction to Appraising Real Property - 1977 
        Basic Appraisal Principles, Methods and Techniques - 1978 
        Capitalization Theory and Techniques - 1978 
        Case Studies in Real Estate Valuation - 1981 
        Valuation Analysis and Report Writing - 1982 
        Investment Analysis - 1983 Standards of Professional Practice - 1989

      Various Lectures and Seminars for Continuing Education Credits


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               STATE OF NEW JERSEY
                       DEPARTMENT OF LAW AND PUBLIC SAFETY
                          DIVISION OF CONSUMER AFFAIRS

                             THIS IS TO CERTIFY THAT

                         BOARD OF REAL ESTATE APPRAISERS
                                  HAS CERTIFIED


                                  JOHN J LYNCH
                                  29 WOODLAKE DRIVE
                                  MARLTON         NJ 08053-3603

              FOR PRACTICE IN NEW JERSEY AS A(N) GENERAL APPRAISER

              01/01/96             12/31/97            RG 01269
           EFFECTIVE DATE       EXPIRATION DATE       LICENSE NO.


               /s/ John L. Lynch                  /s/ [ILLEGIBLE]
               -----------------------------      -----------------------------
              SIGNATURE OF REGISTRANT                DIRECTOR


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               QUALIFICATIONS OF JOSEPH G. VIZZA
- --------------------------------------------------------------------------------

Professional Affiliations
      Candidate, Appraisal Institute (MAI Candidate #M93-3017) 
      Delaware Certified General Appraiser (Certificate #X10000284 
      New Jersey Certified General Appraiser (Certificate #RG01426 
      Pennsylvania Certified General Appraiser (Certificate #GA-001242-L) 
      Pennsylvania Real Estate Salesperson (License #RS-198856-L)

Real Estate Experience
      Staff Appraiser, Cushman & Wakefield Valuation Advisory Services,
      specializing in commercial and industrial real estate appraisal and
      investment counseling. Cushman & Wakefield is an international full
      service real estate organization and a Rockefeller Group Company.

      Fee Appraiser, Louis A. Iatarola Realty Appraisal Group of Philadelphia,
      Pennsylvania, a full service appraisal and consulting firm, specializing
      in commercial and industrial appraisal assignments from May, 1990 to
      November, 1996.

Formal Education

      Temple University, Philadelphia, Pennsylvania
      May, 1992, Bachelor of Science, Real Estate

      Appraisal Institute, Chicago, Illinois 
         Real Estate Appraisal Principals -Course 1A-1
         Advanced Capitalization -Course 550
         Basic Capitalization -Course 310
         Basic Valuation Procedures -Course 1A-2
         Restricted Appraisal Report Writing Seminar
         Standards of Professional Practice - Part-A
         Standards of Professional Practice - Part-B
         Subdivision Analysis Seminar


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               STATE OF NEW JERSEY
                       DEPARTMENT OF-LAW AND PUBLIC SAFETY
                          DIVISION OF CONSUMER AFFAIRS

                             THIS IS TO CERTIFY THAT

                         BOARD OF REAL ESTATE APPRAISERS
                                  HAS CERTIFIED

                                 Joseph G Vizza
                                 7225 Erdrick St
                                Phila., PA 19135

              FOR PRACTICE IN NEW JERSEY AS A(N) GENERAL APPRAISER

              03/03/97             12/31/97            RG 01426
           EFFECTIVE DATE       EXPIRATION DATE       LICENSE NO.


               /s/ Joseph G Vizza                 /s/ [ILLEGIBLE]
               -----------------------------      -----------------------------
              SIGNATURE OF REGISTRANT                DIRECTOR


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  QUALIFICATIONS OF JOHN B. RUSH

Professional Affiliations

      Member, Appraisal Institute (MAI Designation #7261)
      Delaware Certified General Appraiser (Certificate #X1-0000051) 
      Maryland Certified General Appraiser (Certificate #10041)
      New Jersey Certified General Appraiser (Certificate #RG 00808)
      Pennsylvania Certified General Appraiser (Certificate #GA-000331-L)
      Pennsylvania Real Estate Broker (License #ABO43144A)
      Affiliate, Tri-State Commercial & Industrial Association of Realtors
      Associate, Urban Land Institute (Associate #164089)

Real Estate Experience

      Director of Cushman & Wakefield of Pennsylvania, Inc. and Manager of its
      Valuation Advisory Services Department in Philadelphia. Cushman &
      Wakefield is a international full service real estate organization and a
      Rockefeller Group Company.

      Senior Appraiser, Cushman & Wakefield Appraisal Division, specializing in
      commercial and industrial real estate appraisal and investment counseling
      throughout the nation from January, 1980 to September, 1985.

      Staff Appraiser, Boyle/Helbig Realty, Inc. of Philadelphia, Pennsylvania,
      specializing in commercial and industrial real estate appraisal and
      investment counseling throughout a wide geographic area from December,
      1977 to December, 1979.

      Associate, Michael Singer Real Estate Company of Philadelphia,
      Pennsylvania, specializing in the investment, leasing and management of
      local commercial and residential real estate from June, 1975 to December,
      1977.

Formal Education

      Drexel University, Philadelphia, Pennsylvania
      Master of Business Administration -1982

      Saint Joseph's College, Philadelphia, Pennsylvania
      Bachelor of Arts -1975

      Appraisal Institute, Chicago, Illinois
      Required Courses of Study Leading to the MAI Designation
      Various Lectures and Seminars for Continuing Education Credits

      Board of Realtors, Philadelphia, Pennsylvania
      Required Courses of Study for State Licensure


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Qualifications of John B. Rush
- --------------------------------------------------------------------------------

Qualified Expert Witness

      United States Bankruptcy Court,
      Eastern District of Pennsylvania

      United States Bankruptcy Court,
      Middle District of Pennsylvania

      Court of Common Pleas
      Dauphin County, Pennsylvania

      Board of Assessment Appeals
      Bucks County, Pennsylvania

      Board of Revision of Taxes
      City of Philadelphia

      Board of Tax Review
      City of Philadelphia

      Board of Assessment Appeals
      Dauphin County, Pennsylvania


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               STATE OF NEW JERSEY
                       DEPARTMENT OF LAW AND PUBLIC SAFETY
                          DIVISION OF CONSUMER AFFAIRS

                             THIS IS TO CERTIFY THAT

                         BOARD OF REAL ESTATE APPRAISERS
                                  HAS CERTIFIED

                              JOHN B RUSH
                              325 POWDER HORN RD
                              FORT WASHINGTON PA 19034-1812

              01/01/96             12/31/97            RG 00808
           EFFECTIVE DATE       EXPIRATION DATE       LICENSE NO.


               /s/ JOHN B RUSH                    /s/ [ILLEGIBLE]
               -----------------------------     -----------------------------
              SIGNATURE OF REGISTRANT                DIRECTOR


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>


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

                              COMPLETE APPRAISAL OF
                              REAL PROPERTY

                              Golden East Crossing
                              Northwest corner of
                              Benvenue Road and U.S. Highway 301 Bypass
                              City of Rocky Mount, Nash County, North Carolina

                              ==================================================
                              IN A SELF-CONTAINED REPORT


                              As of June 1, 1996






                              Cadillac Fairview U.S. Inc.
                              20 Queen Street West, 4th Floor
                              Toronto, Ontario M5H 3R4





                              Cushman & Wakefield, Inc.
                              Valuation Advisory Services
                              51 West 52nd Street, 9th Floor
                              New York, New York 10019-6178



<PAGE>


Cushman & Wakefield, Inc.
51 West 52nd Street
New York, NY 10019-6178                                     CUSHMAN &
(212) 841-7500                                              WAKEFIELD(R)
                                                                                
                                                            Improving your place
                                                                 in the world.



May 29, 1996



Mr. John MacDonald
Senior Vice President, Finance & Treasurer
Cadillac Fairview U.S., Inc.
20 Queen Street West, 4th Floor
Toronto, Ontario M5H 354

Re:   Complete Appraisal of Real Property
      Golden East Crossing
      Northwest corner of
      Benvenue Road and U.S. Highway 301 Bypass
      City of Rocky Mount, Nash County, North Carolina

Dear Mr. Macdonald:

In fulfillment of our agreement as outlined in the Letter of Engagement, Cushman
& Wakefield, Inc. is pleased to transmit our Self-Contained appraisal report
estimating the market value of the leased fee estate in the above referenced
property. In addition, we have estimated the fair market value of the fee simple
interest in three vacant outparcels. The subject improvements consist of a
572,914+/- square foot enclosed regional mall which includes one separately
owned anchor store of 112,957 square feet. Therefore, the owned area of the
center that is the subject of this appraisal represents 459,957 square feet.
This appraisal also includes the value of 3 outparcel lots that collectively
total 4.50 acres.

The value opinion reported herein are qualified by certain assumptions, limiting
conditions, certifications, and definitions, which are set forth in the report.
This report has been prepared for Cadillac Fairview U.S., Inc. and is intended
only for its specified use. It may not be distributed to or relied upon by other
persons or entities without written permission of Cushman & Wakefield, Inc.

The property was inspected by and the report was prepared by Douglas C.
Holowink. Richard W. Latella, MAI has reviewed and approved the report, but did
not inspect the property.

Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, including the fee simple
estate in the three outparcel lots, subject to the assumptions, limiting
conditions, certifications, and definitions, as of June 1, 1996, was:

                           THIRTY NINE MILLION DOLLARS
                                   $39,000,000



<PAGE>


Cushman & Wakefield, Inc.
Mr. Jonn Macdonald
Cadillac Fairview U.S., Inc.          Page 2                       May 29, 1996

This report has been prepared in compliance with the Uniform Standards of
Professional Appraisal Practice, including the Competency Provision.

This letter is invalid as an opinion of value if detached from the report, which
contains the text, exhibits, and an Addenda.

Respectfutly submitted,

Cushman & Wakefield, Inc.



/s/ Douglas C. Holowink
- -----------------------
Douglas C. Holowink
Director
Valuation Advisory Services
State of North Carolina
Temporary Practice Permit No. 594



/s/ Richard W. Latella
- -----------------------
Richard W. Latella, MAI
Senior Director
Retail Valuation Group

DCH:RWL:bajsjr


<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                 Golden East Crossing

Property Type:                  Enclosed regional mall and three vacant
                                outparcels.

Location:                    

                                Northwest corner of Benvenue Road and U.S.
                                Highway 301 Bypass, City of Rocky Mount, Nash
                                County, North Carolina

Interest Appraised
  Improved Mall Portion:        Lease Fee Estate
  Vacant Outparcels:            Fee Simple Estate

Date of Value:                  June 1, 1996

Date of Inspection:             April 9, 1996

Ownership:                      CFSCP, NC, Inc. (98%) and CF Properties Shannon,
                                Inc. (2%)

Land Area
  Owned
      Main Mall Parcel:         52.85+/- Acres
  Owned Outparcels
      301 Bypass Front:           .90+/- Acres
      301 Bypass Front:           .94+/- Acres
      Corner Jeffries/Benvenue:  2.66+/- Acres
  Total Owned:                  57.35+/- Acres
  Un-owned Anchor                8.83+/- Acres
  All Total:                    66.18+/- Acres

Zoning:                         B3, Business District

Highest and Best Use
  As If Vacant:                 Retail development as currently built with four
                                anchor tenants, a reduction from the current
                                level of mall shop spaces and development of
                                outparcels.

  As Improved:                  Continued retail use as a regional mall with
                                outparcels.

Improvements:                   One-level enclosed regional mall containing
                                572,914+/- square feet of gross leasable area.
                                The Mall is anchored by Belk, JC Penney, Brody's
                                and Sears. Belk owns their store so that owned
                                GLA is 459,957 square feet.



<PAGE>


                                   Summary Of Salient Facts And Conclusions
================================================================================

Gross Leasable Area
 Belk*:                         112,957+/- SF
 JC Penney:                      81,729+/- SF
 Brody's:                        69,960+/- SF
 Sears:                          89,564+/- SF
 Mall Shops:                    218,704+/- SF
 -----------                    -------------
 Total GLA:                     572,914+/- SF
 Total Owned GLA:               459,957+/- SF

                                *  Belk is separately owned.

 Year Built
    Phase 1:                    August 1986
    Phase II:                   October 1987 (Sears and contiguous shop space).

Summary of Income and Expense Information:

================================================================================
                                0perating Budget
================================================================================
                           CY 1997           CY 1998             CY 1999
- --------------------------------------------------------------------------------
Minimum Rent               $ 3,768,374       $ 4,155,272         $ 4,381,353
- --------------------------------------------------------------------------------
Recoveries                 $ 1,698,068       $ 1,782,580         $ 1,795,392
- --------------------------------------------------------------------------------
Overage Rent               $   324,202       $   312,666         $   302,874
- --------------------------------------------------------------------------------
Vacancy/Credit Loss        ($  144,766)      ($  156,263)        ($  161,990)
- --------------------------------------------------------------------------------
Other Income               $   107,100           109,242         $   111,427
- --------------------------------------------------------------------------------
Total Income               $ 5,752,978       $ 6,203,497         $ 6,429,056
Operating Expenses         $ 1,770,067       $ 1,838,983         $ 1,905,143
Net Operating Income       $ 3,982,911       $ 4,364,514         $ 4,523,913
================================================================================



Income Approach Assumptions

Current Occupancy:                           84.7%

Stabilized Occupancy:                        89.8% Average

Sales Growth:                                1996  - 0%
                                             1997  - 2%
                                             Thereafter - 3%

Rent Growth:                                 1996,1997 - 0%
                                             1998 - 2%
                                             Thereafter - 3%

Expense Growth:                              3.5% - 1996-2005

Tax Growth:                                  3.5% - 1996-2005

Tenant Alterations
      New:                                   $10.OO/SF
      Renewal:                               $ 2.00/SF


<PAGE>


                                   Summary Of Salient Facts And Conclusions
================================================================================


Renewal Probability:                          70%

Going-In Cap Rate:                            9.25 - 9.75%

Terminal Cap Rate:                            9.75 - 10.25%

Discount Rate:                                11.5 - 12.5%

Value Indicators
   Cost Approach                              N/A

   Sales Comparison Approach
       Owned Mall Portion:                    $37,000,000 to $39,000,000
       Vacant Outparcels:                     $1,045,000

   Income Approach
     Discounted Cash Flow:                    $38,300,000
     Direct Capitalization:                   $38,000,000

Value Conclusion:                             $39,000,000
   Value Per Square Foot:                     $82.62 (GLA - 459,957 SF owned GLA
                                              excluding outparcel values).
   Implicit Capitalization Rate (FY 1997):    9.50% (NOI - $3,609,081)

Exposure Time Implicit
   In Market Value Estimate:                  12+/- months

Special Assumptions Affecting Valuation:

     1.   Throughout this analysis we have relied on information provided by
          ownership and management which we assume to be accurate. In this
          regard, we have reviewed the anchor leases and a sampling of other
          recent leases, a current rent roll, operating statements, and a 1996
          budget for income and expenses.
      
     2.   Our cash flow analysis and valuation has recognized that all signed
          leases and any pending leases with a high probability of being
          consummated are implemented according to the terms presented to us by
          management. Such leases are identified within the body of this report.
       
     3.   The forecasts of income, expenses, and absorption of vacant space are
          not predictions of the future. Rather, they are our best estimates of
          current market thinking on future income, expenses, and demand. We
          make no warranty or representation that these forecasts will
          materialize.
      
     4.   The Americans With Disabilities Act (ADA) was enacted in 1990,
          requiring equal access to public places for disabled persons.
          Virtually all landlords of commercial facilities and tenants engaged
          in business that serve the public have compliance obligations under
          the law. While we are not experts in this field, our understanding of
          the law is that it is broad-based and that most



<PAGE>


                                   Summary Of Salient Facts And Conclusions
================================================================================

          existing commercial facilities are not in full compliance because of
          construction prior to enactment. We recommend a compliance study be
          performed by qualified personnel to determine the extent of potential
          non-compliance at the subject and any costs to cure.
                  
     5.   Please refer to the complete list of assumptions and limiting
          conditions included at the end of this report.



<PAGE>



                                        PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]

                                     [PHOTO]



An exterior view of front of mall taken from Benvenue Road showing outparcels on
left and Brody's and Belk stores on right.


                               [GRAPHIC OMITTED]

                                     [PHOTO]



            An exterior view of rear of mall showing cinema section.


<PAGE>

                                        Photographs of the Subject Property
================================================================================

                               [GRAPHIC OMITTED]

                                     [PHOTO]



      Westerly view along U.S. Route 301 Bypass Road with subject on right.


                               [GRAPHIC OMITTED]

                                     [PHOTO]



            Northerly view along Benvenue Road with subject on left.


<PAGE>


                                        Photographs of the Subject Property
================================================================================

                               [GRAPHIC OMITTED]

                                     [PHOTO]



             A view of rear entrance to the mall and cinema section.


                               [GRAPHIC OMITTED]

                                     [PHOTO]



                         An exterior view of JC Penney.


<PAGE>


                                        Photographs of the Subject Property
================================================================================

                               [GRAPHIC OMITTED]

                                     [PHOTO]



                          A view of an interior atrium.


                               [GRAPHIC OMITTED]

                                     [PHOTO]



                A view of the common area in the food court area.


<PAGE>



                                        Photographs of the Subject Property
================================================================================

                               [GRAPHIC OMITTED]

                                     [PHOTO]



          View of available outparcel along U.S. Route 301 Bypass Road.


                               [GRAPHIC OMITTED]

                                     [PHOTO]



Easterly view along U.S. Route 301 Bypass Road with subject outparcels on left.


<PAGE>


                                        Photographs of the Subject Property
================================================================================

                               [GRAPHIC OMITTED]

                                     [PHOTO]



                           An exterior view of Sears.


                               [GRAPHIC OMITTED]

                                     [PHOTO]



                         An exterior view of Belk store.


<PAGE>


                                                          TABLE OF CONTENTS
================================================================================

                                                                           Page

INTRODUCTION.................................................................1
     Identification of Property..............................................1
     Property Ownership and Recent History ..................................1
     Purpose and Intended Use of the Appraisal ..............................1
     Extent of the Appraisal Process ........................................1
     Date of Value and Property Inspection ..................................2
     Property Rights Appraised ..............................................2
     Definitions of Value, Interest Appraised, and Other Pertinent Terms ....2
     Legal Description ......................................................3

REGIONAL ANALYSIS ...........................................................4

RETAIL MARKET ANALYSIS .....................................................20

PROPERTY DESCRIPTION .......................................................46
     Site Description ......................................................46
     Improvements Description ..............................................47

REAL PROPERTY TAXES AND ASSESSMENTS ........................................51

ZONING .....................................................................52

HIGHEST AND BEST USE .......................................................53
     A. Highest and Best Use of Site As Though Vacant ......................53
     B. Highest and Best Use of Property As Improved .......................55

VALUATION PROCESS ..........................................................58

SALES COMPARISON APPROACH ..................................................59

INCOME APPROACH ............................................................75

RECONCILIATION AND FINAL VALUE ESTIMATE ...................................104

ASSUMPTIONS AND LIMITING CONDITIONS .......................................107

CERTIFICATION OF APPRAISAL ................................................110

ADDENDA ...................................................................1ll



<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject of this appraisal is Golden East Crossing, a one level regional
mall located in the City of Rocky Mount, North Carolina. The subject consists of
218,704 square feet of mall shop space, with the mall also featuring four anchor
stores, one of which is separately owned. The anchor stores consist of Belk
(separately owned), JC Penney, Sears and Brody's. The gross leaseable area of
the mall, inclusive of anchor space, is 572,914+/- square feet. The owned
portion is 459,957+/- square feet. The total site area is 66.18+/- acres, of
which 57.35+/- acres is owned and a part of the subject real estate. The
remaining 8.83+/- acres is separately owned by Belk.

     The property is situated at the northwest corner of Benvenue Road and U.S.
Highway 301 Bypass in the City of Rocky Mount, Nash County, North Carolina.

Property Ownership and Recent History

     It is our understanding that the subject property is owned by a partnership
of CFSCP, NC, Inc. (98 percent) and CF Properties Shannon, Inc. (2 percent).

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of a leased
fee estate in the improved mall portion of the property and the fee simple
interest in the three vacant outparcel lots. The appraisal is to be used by the
Client in connection with a mortgage financing.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of all buildings and site improvements and a
          representative sample of shop spaces with E. John Elmore, the property
          manager;
                          
     o    Interviewed representatives of the property management company;
   
     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent occupancy with the leasing manager, Mr. Steven St.
          Paul of Urban Retail Properties Co.
                      
     o    Reviewed a detailed history of income and expenses as well as a budget
          forecast for 1996;
   
     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing shopping centers which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files;

     o    Prepared an estimate of stabilized income and expenses (for
          capitalization purposes);


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

                                       -1-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Introduction
================================================================================

     o    Prepared a detailed discounted cash flow (DCF) analysis using Pro-Ject
          +plus software for the purpose of discounting the forecasted net
          income stream into a present value of the leased fee estate for the
          center;

     o    Conducted market inquiries into recent sales of similar properties to
          ascertain sale prices per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers;
                          
     o    Prepared Sales Comparison and Income Approaches to value; 

     o    Reconciled the value indications and concluded a final value estimate
          for the subject in its "as is" condition; and
                           
     o    Prepared a Complete Appraisal of real property, with the results
          conveyed in this Self-Contained Report.

Date of Value and Property Inspection
    
     The date of value is June 1, 1996. On April 9, 1996, Douglas C. Holowink
inspected the property and its environs. Richard W. Latella, MAI has reviewed
and approved the report but did not inspect the property.

Property Rights Appraised

     Leased fee estate in the improved mall portion of the property exclusive of
the Belk department store and site, and the fee simple estate in the 3 vacant
outparcels.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

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

     1.   Buyer and seller are typically motivated;

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

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

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

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


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

                                       -2-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Introduction
================================================================================
                     
     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Fee Simple Estate

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

     Leased Fee Estate
     
     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent
                    
     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Market Value As Is on Appraisal Date

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; related to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

Legal Description

     We have not been provided with a complete legal description of the
property. Therefore, one has not been included in the report. A copy of a
composite site plan for the property has been included within the body of the
report.


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                          REGIONAL ANALYSIS
===============================================================================


Introduction

     The short- and long-term value of real estate is influenced by a variety of
factors and forces which interact within a given region. Regional analysis
serves to identify those forces which affect property value and the role they
play within the region. The four primary forces which influence real property
value include environmental characteristics, governmental forces, social
factors, and economic trends. These forces determine the supply and demand for
real property which, in turn, affect market value.

A. Environmental Characteristics

     The primary environmental forces which influence the region include
physical location, geography, and infrastructure. These characteristics provide
a basis for the region's stability and describe the area's overall locational
bearing. Both natural and man-made environmental forces influence real property
values and are best understood in relation to the subject property's location.

General Overview

     Rocky Mount is situated in the northeastern quadrant of North Carolina,
near the confluence of 1-95 and State Highway 64. The MSA is defined as
encompassing the counties of Nash and Edgecombe, although the retail and
services found within the area are a draw for many residents located in small
towns and rural areas surrounding the MSA. Rocky Mount is approximately 51+/-
miles northeast of Raleigh, 157+/- miles east of Winston-Salem, and 220+/- miles
northeast of Charlotte.

     The subject site is located along the northwest side of Route 301 at Route
64, along the area's main commercial artery, northwest of downtown Rocky Mount.
The Facing Page chart presents an overview of demographic and economic data
relating to the subject region.

Development Patterns

     Commercial, residential and industrial development within the Rocky Mount
MSA is concentrated in the areas south of Route 64, the area's main east-west
arterial. As further detailed in the Retail Market Analysis section of this
report, Nash County, comprising the western half of the MSA, is noticeably more
affluent than Edgecombe County, which comprises the eastern half of the MSA.
Both residential and commercial development patterns reflect this disparity.
Rocky Mounts traditional, downtown area, which contains municipal offices,
parks, older commercial districts and housing, is located east of the Tar River,
south of Route 64. The area's more affluent residential areas and newer
commercial developments are primarily located west of the Tar River south of
Route 64.


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                                                                    WAKEFIELD(R)
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                                                     ---------------------------


<PAGE>


                                                          Regional Analysis
================================================================================

Transportation

     Highways & Interstates

     Rocky Mount is well served by an integrated highway system and
infrastructure. The main north/south arterial for the region is Interstate 95,
which travels through central Nash County, just west of the City of Rocky Mount.
Interstate 95 is one of the country's main north/south interstate highways,
originating in Maine and ending in Florida. Primary east/west access is gained
via Route 64, which runs from Tarboro west to Raleigh. Other main thoroughfares
in the area include: state highway 43, traveling in a southwesterly direction
through the MSA; state highway 48, traveling north/south; and state highway 97,
traveling in a southwesterly direction through the southern quadrant of the MSA.

     Air Service

     The most proximate of several regional airports is the Rocky Mount/Wilson
Airport, which primarily offers direct commuter flights from the Rocky Mount
area to the Charlotte-Douglas International Airport. The Charlotte-Douglas
International Airport is the nation's 24th largest airport, is USAir's main hub,
and offers 450 flights per day. Located within one hour of Rocky Mount is the
Raleigh-Durham International Airport, which is the nation's 36th largest airport
and offers 245 daily flights.

     Other Services

The MSA is also served by the CSX Transportation and Norfolk-Southern railroad
systems which, via interchanges at Chicago, East St. Louis, Memphis, Birmingham
and New Orleans, provide single-system shipments to all 48 contiguous states,
Alaska, Mexico, and Canada. Rocky Mount is also serviced by Amtrak, with a major
north/south route with service to Boston, New York City, Baltimore, Washington,
Charleston, Savannah, Orlando and Miami, with east/west connections through
Raleigh and Charlotte. Over 30 motor fright carriers serve Nash County, with
three major carriers serving the West Coast directly.

B. Governmental Characteristics

     Governmental influences on the region impact property values via political
and legal actions at all levels. The legal climate at a particular time or in a
particular place may overshadow the natural market forces of supply and demand.
Government provides many necessary facilities and services that affect land use
patterns, including public utilities, refuse collection, transportation
networks, zoning codes, and fiscal policies.

Tax Structure

     The State of North Carolina carries a 4.00 percent general sales tax.
Edgecombe and Nash counties carry an additional 2.00 percent sales tax. Property
taxes are levied based upon a millage rate per $100 of assessed value. The Nash
County ad valorem tax rate for 1995 was 61 cents per $100 assessed value. The
Rocky Mount rate was 46 cents per $100.


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                                                                    WAKEFIELD(R)
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<PAGE>


                                                          Regional Analysis
================================================================================

Services & Utilities

     The Rocky Mount MSA is serviced by numerous municipal agencies and
for-profit utilities companies. Electric is provided by North Carolina Power &
Light, Wake Electric Cooperative and the Electric-Cities cooperative, a venture
between various municipalities and North Carolina Power and Light. Natural Gas
is provided by North Carolina Natural Gas. Water and sewer is provided by
various municipalities, principally the City of Rocky Mount. Telephone service
is provided by Sprint Carolina.

Development Issues

     The State of North Carolina is considered one of the most pro-business
states in the country. The state has exhibited a highly proactive stance to
attract new business to the region, using various economic incentives for new
business and industry. Among these incentives are tax credits, job tax credits,
Industrial Development Bonds, financial assistance grants, phased-in property
tax programs, enterprise and foreign trade zones, training programs, project
financing, and the area's already low tax burden.

Bond Rating

     Moody's Bond Record rates the State of North Carolina bond rating as "Aaa"
relative to investment qualities. 'Aaa" bonds are judged to be the best quality
and carry the smallest degree of investment risk. Both Edgecombe County and
Rocky Mount have been accorded an "A" rating by Moody's. 'A" bonds are
considered to possess many favorable investment attributes and considered as
upper medium grade obligations.

C. Social Forces 

     Real estate values can be influenced to a large degree by social issues
impacting the region, including population trends, income levels, the profile of
workers in the area, and other quality of life issues. The demographic
composition of the population reveals the potential, basic demand for real
estate services.

Population

     The population and its geographic distribution are basic determinants of
the need for real estate. Aggregate population growth is distributed among
regions in response to changing economic opportunities, while the demand for
real estate is created by a population's demand for the goods and services to be
produced or distributed within the region. Thus, population and demographic
trends can influence the demand for services provided by property, thereby
affecting property value.


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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<PAGE>


                                                          Regional Analysis
================================================================================



<TABLE>
<CAPTION>

====================================================================================================================================
                                                          POPULATION TRENDS
====================================================================================================================================
                                                                                            Compound     Compound        Compound
                                                                                           Growth Rate  Growth Rate     Growth Rate
====================================================================================================================================
                            1980              1990              1996              2001      1980-1990     1990-1996      1996-2001
====================================================================================================================================

Population
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>               <C>               <C>                <C>          <C>            <C>  
Rocky Mount MSA             123,141           133,235           141,551           146,585        0.79%         1.01%         0.70%
  Nash County                67,153            76,677            85,722            90,417        1.34%         1.88%         1.07%
  Edgecombe County           55,988            56,558            55,829            56,168        0.10%        -0.22%         0.12%
North Carolina            6,881,768         6,628,637         7,290,830         7,848,028        1.20%         1.58%         1.51%
United States           226,545,856       248,709,872       265,037,504       277,157,184        0.94%         1.07%         0.90%
====================================================================================================================================
Source: Equifax National Decision Systems
====================================================================================================================================

</TABLE>


                                    
     Population has grown at a relatively healthy pace within the Rocky Mount
MSA over the past decade, particularly in Nash County. Between 1980 and 1990,
the Rocky Mount MSA exhibited a compound annual growth rate of 0.79 percent, and
1.01 percent annual growth from 1990 to 1996, while Nash County posted an annual
growth rate of 1.34 percent between 1980 and 1990, and a 1.88 percent annual
growth rate between 1990 and 1996. By comparison, North Carolina has experienced
population growth of 1.07 percent per year over the last five years, while the
U.S. reports population growth of about 1.1 percent per year for the same
period. Estimates for 1996 place population at 141,551+/-, an aggregate increase
of 6.3 percent over 1990. Through 2001, Equifax National Decision Systems
forecast population growth of 0.7% per year, lower than the rate of growth
projected for the state as a whole.

     A color graphic depicting projected population growth through 2001 is
included at the end of this section. As can be seen, the largest areas of growth
are forecasted to be in the eastern-central and southern portions of Nash
County, where growth is projected to see increases between 5.0-8.4 percent
through 2001, while the balance of Nash County is projected to see increases
between 2.0 and 4.9 percent through 2001.


Households

     Household formation is an important component of demographic analysis which
helps to identify changing patterns or shifts within the population. A household
consists of all people occupying a single housing unit, thus providing
significant sociological information about the region. Household formation also
has a significant influence on demand for real estate. Households, combined with
effective purchasing power, provide the basic demand for housing units and
household needs, thereby transforming needs into effective demand for real
estate improvements.


<TABLE>
<CAPTION>

====================================================================================================================================
                                                           HOUSEHOLDTRENDS
====================================================================================================================================
                                                                                            Compound       Compound       Compound
                                                                                           Growth Rate    Growth Rate    Growth Rate
                           1980              1990              1996             2001        1980-1990     1990-1996      1996-2001
<S>                    <C>               <C>              <C>               <C>                <C>           <C>            <C>  
Rocky Mount MSA            41,867            49,360             53,700           55,876        1.66%         1.41%          0.80%
 Nash County               23,470            29,041             33,043           34,947        2.15%         2.18%          1.13%
 Edgecombe County          18,397            20,319             20,657           20,929        1.00%         0.28%          0.26%
North Carolina          2,043,292         2,517,026          2,862,251        3,123,172        2.11%         2.17%          1.76%
 United States         80,389,688        91,947,408        100,130,936      105,243,728        1.35%         1.43%          1.00%
====================================================================================================================================
Source: Equifax National Decision Systems
====================================================================================================================================


</TABLE>


     Like the nation as a whole, household formation has occurred at a rate in
excess of population growth within the subject region. This acceleration has
been the result of several trends, namely the fact that the population is
generally living longer, divorce rates have been on the rise, and many younger
professionals are postponing marriage and/or leaving home at


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<PAGE>


                                                          Regional Analysis
================================================================================

an earlier age, all resulting in increases of one- and two-person households.
The total number of households in Rocky Mount has increased from 41,867+/- in
1980 to 53,700+/- in 1996, a compound annual increase of about 1.4 percent per
year. Accordingly, the number of persons per household within the MSA has
decreased from 2.94 in 1980 to 2.64 in 1996. Projections through 2001 show
household growth at 0.8 percent per year, slightly higher than population growth
forecasts.



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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                          Regional Analysis
================================================================================

Income

     Income levels, either on a per capita, per family, or per family, or per
household basis, indicate the economic level of residents within the region and
form an important component of economic analysis. Average income has direct
impact on the ability of residents to satisfy material desires for goods and
services, directly affecting the demand and price levels of real estate.
Exhibited below is a table which depicts income trends on a per capita, median
household and average household basis, as well as a graphic depicting average
household income levels with Nash and Edgecombe counties, the State of North
Carolina and the United States.

- --------------------------------------------------------------------------------
                            Average Household Income

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]


                    Source: Equifax National Decision Systems

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

<TABLE>
<CAPTION>
==================================================================================================================
                                                     Income Trends
- ------------------------------------------------------------------------------------------------------------------
                                                                              Compound      Compound      Compound
                                                                           Growth Rate   Growth Rate   Growth Rate
                                 1980        1990        1996       2001     1980-1990     1990-1996     1996-2001
==================================================================================================================
<S>                             <C>        <C>         <C>        <C>            <C>           <C>          <C>  
  Per Capita Income
- ------------------------------------------------------------------------------------------------------------------
Rocky Mount MSA                 $5,600     $11,345     $14,429    $18,729        7.32%         4.09%        5.36%
   Nash County                  $6,043     $12,684     $16,184    $21,525        7.70%         4.14%        5.87%
   Edgecombe County             $5,068      $9,530     $11,734    $14,228        6.52%         3.53%        3.93%
North Carolina                  $6,133     $12,885     $17,153    $22,985        7.71%         4.88%        6.03%
United States                   $7,298     $14,420     $18,905    $25,467        7.05%         4.62%        6.14%
- ------------------------------------------------------------------------------------------------------------------
  Median Household Income
- ------------------------------------------------------------------------------------------------------------------
Rocky Mount MSA                $13,804     $24,200     $28,154    $33,200        5.77%         2.55%        3.35%
   Nash County                 $13,960     $26,006     $30,572    $36,504        6.42%         2.73%        3.61%
   Edgecombe                   $13,611     $21,916     $24,452    $28,317        4.88%         1.84%        2.98%
North Carolina                 $14,575     $26,886     $31,703    $38,430        6.31%         2.78%        3.92%
United States                  $17,092     $30,163     $36,410    $45,380        5.84%         3.19%        4.50%
- ------------------------------------------------------------------------------------------------------------------
  Average Household Income
- ------------------------------------------------------------------------------------------------------------------
Rocky Mount MSA                $16,385     $30,363     $37,181    $47,835        6.36%         3.43%        5.17%
   Nash County                 $17,190     $33,323     $40,984    $54,107        6.84%         3.51%        5.71%
   Edgecombe County            $15,358     $26,169     $31,099    $37,362        5.47%         2.92%        3.74%
North Carolina                 $17,332     $33,242     $42,552    $56,532        6.73%         4.20%        5.85%
United States                  $20,307     $38,453     $49,031    $65,729        6.59%         4.13%        6.04%
==================================================================================================================
Source:  Equifax National Decision Systems
==================================================================================================================
</TABLE>

     As illustrated by the preceding table and graphic, average income levels
within the subject region are below both state and national figures. On a per
capita basis, Rocky Mount has an average income of $14,429, which trails the
state level of $17,153 by approximately 16 percent and the national level by 24
percent. As with the median and average household income levels, the region's
lower per capita income is largely influenced by Edgecombe.


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<PAGE>


                                                          Regional Analysis
================================================================================
              
County, which contains approximately 39 percent of the region's population. The
per capita income of Edgecombe County is $11,734, which is 28 percent below that
of Nash County, 32 percent below that of the state, and 38 percent below the
national per capita income of $18,905. Per capita income growth for the MSA has,
however, kept pace with state and national trends, experiencing annual growth of
roughly 7.3 percent per year (1980-90) and 4.1 percent per year from 1990 to
1996 (not adjusted for inflation). Equifax is projecting per capita income
growth of 5.4 percent per year through 2001 for the Rocky Mount MSA. On a per
household basis, the Rocky Mount MSA has an average income of $37,181, which is
approximately 13 percent and 24 percent below state and national averages,
respectively. Average household income within the Rocky Mount MSA is projected
to increase by an compound annual rate of 5.17% over the next 5 years to
$47,835.

     A color graphic displaying average household income by area is presented at
the end of this section. As shown, areas on the west side of the MSA , or within
Nash County, are generally more affluent than other sectors. The highest levels
of income are within eastern-central Nash County.



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<PAGE>


                                                          Regional Analysis
================================================================================
                
     Rocky Mount's relatively low level of per capita income largely reflects an
industry mix that pays lower wages. Because of the low cost of living, however,
the effective disposable income of residents--adjusted for tax payments,
contributions to pension funds, and the cost of new housing--ranks much higher.
As shown below, median household effective buying income for the Rocky Mount MSA
compares more favorably to both state and national levels. For 1994, Sales &
Marketing Management placed median household effective buying income at $30,851,
which trailed that of the state by only 6 percent.



                                [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]



- --------------------------------------------------------------------------------
                   Median Householod Effective Buying Incomes
- --------------------------------------------------------------------------------
         United States     North Carolina    Rocky Mount MSA      Nash County
- --------------------------------------------------------------------------------
1990            $27,912            $23,488           $22,052           $22,233
1991            $32,073            $28,057           $25,581           $27,525
1992            $33,178            $29,284           $27,152           $28,785
1993            $35,056            $30,964           $28,918           $30,654
1994            $37,070            $32,845           $30,851           $32,796
- --------------------------------------------------------------------------------
     Source: Sales & Marketing Management, Survey of Buying Power


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                                      -11-



<PAGE>



                                                          Regional Analysis
================================================================================

D. Economic Trends

     Economic forces are significant to real property value. The fundamental
relationships between current and anticipated supply and demand and the economic
ability of the population to satisfy its wants, needs, and demands through
purchasing power are tantamount to such an analysis. Some of the specific market
characteristics considered in economic analysis include employment trends, the
economic base of the region, expansion and new development, and the overall
economic health of the region.

Overview

     Greater Rocky Mount has an increasingly diverse employment base, with the
area's top employers including manufacturing, pharmaceutical, health care and
services concerns. Manufacturing, however, remains the major source of jobs for
the area. The largest sectors of insured employment in the Rocky Mount MSA
include Manufacturing (35 percent), Retail (21.5 percent) and Services (13.8
percent). The balance of non-agricultural employment by sector is as follows:
Government (10%); Finance, Insurance and Real Estate (6%), Wholesale Trade
(3.8%) and Construction (2.7%). Agriculture accounts for 4.6 percent of insured
employment.



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<PAGE>

                                                          Regional Analysis
===============================================================================
                
Major Employers

     The major employers in the Rocky Mount MSA are shown on the following
chart.

- -------------------------------------------------------------------------------
                          Rocky Mount MSA Top Employers
                                      1995
===============================================================================

  1      Abbott Laboratories                                          2,400
  2     *Nash-Rocky Mount School System                               2,000
  3      Consolidated Diesel Company                                  1,550
  4      Carolina Telephone                                           1,500
  5      Nash General Hospital                                        1,350
  6      Meadowbrook Meat Company                                       925
  7     *City of Rocky Mount                                            800
  8      Texfi                                                          775
  9      Sara Lee Bakery                                                775
  10     Hardee's Food System's, Inc.                                   700
  11     Centura Bank                                                   700
  12     Barnhill Construction Company                                  650
  13     Empire of Carolina                                             600
  14     Ilco-Unican                                                    600
  15    *Edgecombe County Schools                                       575
  16     Allied Signal                                                  550
  17     CSX Transportation Systems                                     550
  18     Glenoit Mills                                                  500
  19     Standard Products                                              500
  20     Barcalounger Co.                                               500
  21     Stoney Creek Mills                                             500
  22     Rocky Mount Mills                                              475
  23     Phillips Fibers                                                475
  24     Inco, Inc.                                                     400
  25     Fast Food Merchandisers                                        460

         Employment at Concerns Employing 1,000+                      9,200
             Percentage of All Employment                               14%

         Employment at Concerns Employing 500-999                    10,200
             Percentage of All Employment                               16%

         Total 1995 Rocky Mount MSA Employment                       64,010

         Source: Nash and Edgecombe County Economic Development
                  Employment Security Commission of North Carolina



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                                                          Regional Analysis
================================================================================

Unemployment Rates

     Unemployment rates in the Rocky Mount MSA have historically been within the
range of both state and national figures. We note that unemployment levels
within Edgecombe County have consistently been above those of the more affluent
Nash County and the MSA as a whole. Mirroring national trends, unemployment
peaked in 1992 at 7.0 percent, followed by a declining trend through 1994. As of
April, 1996, unemployment within Edgecombe County was 10.3 percent; unemployment
within Nash County was significantly less, at 5.8 percent. The national
unemployment rate was 5.4 percent, compared to the state unemployment level of
4.2 percent. Historical unemployment data is depicted below in both graphic and
table forms.

                             HISTORICAL UNEMPLOYMENT

                               [GRAPHIC OMITTED]


===============================================================================
                Rocky Mount     Nash       Edgecombe       North       United
                  MSA          County        County       Carolina     States
===============================================================================
    1990          4.6%          4.2%          5.1%          4.1%        5.5%
    1991          6.8%          6.3%          7.4%          5.8%        6.7%
    1992          7.4%          7.0%          8.0%          5.9%        7.4%
    1993          6.2%          5.9%          6.7%          4.9%        6.8%
    1994          5.9%          5.1%          7.4%          4.4%        6.1%
    1995          6.4%          5.4%          8.1%          4.3%        5.6%
===============================================================================



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                                      -14-


<PAGE>


                                                               Regional Analysis
================================================================================

Employment Growth


                 Historical Employment Trends - Rocky Mount MSA

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]


     As exhibited above, after experiencing moderate gains during 1989 and 1990,
employment within the Rocky Mount MSA has remained relatively flat over the last
four years. A noticeable dip occurred in 1994 reflecting the relocation of a
Black & Decker manufacturing plant out of the area.



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<PAGE>



                                                          Regional Analysis
================================================================================

Retail Sales

     Another measure of the economic health of a region is retail sales
patterns. Consumers drive the economy by creating demand for goods and services
and, in turn, generate the need for housing, office space, retail centers, and
warehouse/distribution facilities. It is estimated that consumer spending
accounts for two-thirds of all economic activity in the United Sates today. As
such, retail sales patterns have become an important indicator of the economic
health of a region.

                          Retail Spending Per Household

                               [GRAPHICS OMITTED]
                          [DATA POINTS TO BE SUPPLIED]

===============================================================================
         United States     North Carolina    Rocky Mount MSA      Nash County
===============================================================================
 1990           $19,488             $17,955          $17,594           $22,741
 1991           $19,443             $17,862          $17,638           $22,234
 1992           $20,710             $19,326          $19,490           $23,645
 1993           $21,683             $20,621          $20,543           $24,792
 1994           $23,209             $22,118          $20,510           $25,699
===============================================================================

     Between 1990 and 1994, retail sales growth within the Rocky Mount MSA has
posted relatively moderate but consistent gains. We note that retail spending
per household for Nash County, at $25,699 per household, significantly exceeds
MSA, state and national levels. It is our opinion that this reflects a high
level of in-flow sales from areas outside of Nash and Edgecombe counties. As
supported in the Retail Market Analysis section of this report, the
concentration of retail, restaurants and services within Nash County is a
formidable draw for residents of less developed areas throughout the
northeastern quadrant of the state.



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<PAGE>



                                                          Regional Analysis
================================================================================

E. Critical Observations

     The following bullet points summarize some of our general observations
relating to the subject's region:

     o    The region's economy is increasingly diverse, while clearly the
          manufacturing sector remains the largest source of employment for
          residents of the Rocky Mount MSA. Overall unemployment levels have
          historically been within the range of both state and national levels.
                    
     o    The economic characteristics of Nash County, or the western half of
          the MSA, are presently and have historically been superior to those of
          Edgecombe County, which comprises the eastern half on the MSA. Income
          levels and retail spending patterns within Nash County significantly
          exceed those of Edgecombe County. Further, unemployment within Nash
          County has historically mirrored state and national levels, while
          unemployment within Edgecombe has tended to exceed state and national
          levels.

     o    Location provides the basis for employment within both the retail and
          manufacturing job sectors in Rocky Mount. Rocky Mount has continued to
          provide a highly accessible, low-cost environment for manufacturers,
          while the area has more recently emerged as a retail hub serving the
          northeast quadrant of the state. Lower costs of living, a strong labor
          force, excellent nodes of transportation, and other quality of life
          characteristics are necessary attractions for new companies locating
          to the region. Location is an important advantage for firms that serve
          national markets and wish to minimize distribution costs.

     o    Population should continue to increase at an annual rate of 0.70
          percent per year within the MSA as a whole, and at 1.07 percent per
          year within Nash County.

     o    Income levels, on a per capital basis, are projected to increase at an
          annual rate of about 5.36 percent per year for the MSA and 5.87
          percent per year for Nash County through 2001.

Conclusion

     The short-and long-term outlook for Rocky Mount and its surrounding region
is for relative stability, with moderate growth in employment, population and
income levels. These modest gains for the MSA as a whole will continue to be the
result of relatively strong growth within Nash County being tempered by
relatively weak growth within Edgecombe County. The economy is increasingly
diversified, with a low cost of living, strong labor force, and excellent
transportation system. On balance, we are cautiously optimistic about the
short-term outlook of the subject region. Long-term, the region should see
stability and moderate growth.


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                                      -17-

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                        ROCKY MOUNTAIN METROPOLITAN AREA

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                              GOLDEN EAST CROSSING


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                              GOLDEN EAST CROSSING


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<PAGE>



                                                     RETAIL MARKET ANALYSIS
================================================================================

Trade Area Overview

     A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment.

     The subject can be described as a -regional shopping center.

     A regional shopping center (1) provides for extensive variety of goods,
     including a wide selection of general merchandise, apparel, and home
     furnishings, as will as a variety of services and recreational facilities.
     The major occupants of a regional center include a least one, but no more
     than two, full line department stores. Each full-line department store
     generally has an area of not less than 75,000 +/- square feet. In many
     instances, the department stores are physically a part of the center but
     are independently owned. In theory, its typical size for definitive
     purposes is 450,000 square feet of gross leasable area; in practice it may
     range from 300,000 to 850,000 square feet. The regional center is the
     second largest type of shopping center. As such, it provides services
     typical of a business district yet not as extensive of those of the super
     regional center.

     In order to define and analyze the market potential for the Golden East
Crossing, it is important to first establish the boundaries of the trade area
from which the subject will draw its customers. In some cases, defining the
trade area may be complicated by the existence of other retail facilities on
main thoroughfares within trade areas that are not clearly defined or whose
trade areas overlap with that of the subject.

     The subject is one of two regional malls located in Nash County.
Competition in the immediate area includes the struggling Tarrytown Mall, which
lacks anchor depth and is tenanted by mainly local retailers and service
providers, and a limited number of traditional strip centers. There are also
some free-standing retailer development, including a Target discount department
store. While some cross-shopping does occur, these stores act more as a draw to
the area, creating an image for the area as an established shopping district and
generating more retail traffic to the area than would exist in their absence. We
recognize and mention these stores and centers to the extent that they provide a
complete understanding of the area's retail structure.


- ----------
(1) Urban Land Institute Dollars and Cents of Shopping Centers - 1995

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                                      -20-

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<PAGE>



                                                     Retail Market Analysis
================================================================================

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade are analysis are as follows: Equifax National Decision Systems (ENDS),
Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars and Cents of Shopping Centers (1995), CACI, The Sourcebook
of County Demographics, and The Census of Retail Trade - 1992. The subject's
Effective Trade Area, profiled by Equifax National Decision Systems, was defined
based on the results of a customer survey conducted by Urban Retail Properties,
Co., which included polling the mall's customer's to determine the zip code of
their primary residence.

Scope of Trade Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a center's sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mall reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subject's position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores which anchor the subject is presented in order to fully
acquaint the reader with its overall market position therein.

Retail Structure

     In order to examine the subject property in its proper context, we must
first examine the nature of the competition. With respect to regional mall
competition, the subject is well positioned. We consider the nearby Tarrytown
Mall, which lacks anchor depth and it tenanted by mainly local retailers and
service providers, virtually obsolete as a traditional regional mall,
effectively leaving the subject as the only viable regional mall within the
Rocky Mount MSA. As such, the competitive properties cited on the following
pages are limited to a secondary status.

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                                      -21-

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                                                                    WAKEFIELD(R)
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<PAGE>

                                                     Retail Market Analysis
================================================================================

Competition

     The following table identifies the larger alternative retail properties in
the area as well as the malls located outside the region with secondary trade
areas that could overlap with that of the subject

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                       Competitive Retail Shopping Centers
===========================================================================================
 Map      Center/Location        Year Opened/     Total GLA     Anchor Stores      Distance
 Key                              Renovated                                          from
                                                                                    Subject
============================================================================================
<S>                                  <C>           <C>           <C>                 <C>       
  S      Golden East Crossing        1986          572,914          Belk               NA
         US Hwy. 101 & Rt. 43                                     JC Penny
           Rocky, Mount, NC                                     Brody's Goods
                                                                    Sears
                                                             
 -------------------------------------------------------------------------------------------
 1        Tarrytown Mall            1963          327,069         Goody's          1.8 miles
           Hwys. 64 & 301                                      Montgomery Ward
           Rocky Mount, NC                                   
                                                             
 -------------------------------------------------------------------------------------------
 2     Parkwood Mall & Plaza        1979          578,190          Belk             22 miles
       101 West Ward Boulevard                                    JC Penny
       Wilson, North Carolina                                
                                                             
 -------------------------------------------------------------------------------------------
 3      Carolina East Mall          1979          329,130          Belk             30 miles
        238 Carolina E. Mall                                      Sears
          Greenville, North                                  
              Carolina                                       
                                                             
 -------------------------------------------------------------------------------------------
 4           The Plaza              1989          421,061          Belk             30 miles
       714 E. Greenville road                                      Brody's
          Greenville, North                                     Eckerd Drugs
              Carolina                                            JC Penny
============================================================================================
       Total                                    2,228,364   
============================================================================================
Source: Shopping Center Directory - 1995
============================================================================================
</TABLE>



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                                      -22-

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<PAGE>



                                                     Retail Market Analysis
================================================================================

Subject Retail Center

Name:                              Golden East Crossing

Location:                          US Hwy. 301 & Rt. 43
                                   Rocky Mount, NC

Owner:                             The Cadillac Fairview Corporation

Distance and Time from Subject:    NA

Year Opened:                       1986

Year(s) Expanded/Renovated:        NA

Total GLA:                         572,914+/-SF

Mail GLA:                          218,704+/-SF

Mail Shop Ratio:                   38%

Anchor Tenants:                    Belk                              112,957 SF
                                   JC Penney                          81,729 SF
                                   Brody's                            69,960 SF
                                   Sears                              89,564 SF
                                                                     -------
                                   Total Anchor GLA                  354,210 SF

Number of Mail Shops:              96+/-

Occupancy (Mail GLA):              75+/-%

Average Market Rent (Mall GLA):    $15-$20/SF

Land Area:                         60+/- AC

Parking/Ratio
        Existing:                  3,055; 5.3 spaces per 1,000 SF of GLA

Demographics:                      Effective Market Population:         268,643
                                   Average Household Income:            $35,389

Retail Sales:                      $267/SF Comparable Tenants
                                   $239/SF All Reporting Tenants


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                                      -23-


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                                                                    WAKEFIELD(R)
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<PAGE>



                                                     Retail Market Analysis
================================================================================

Comments: Golden East Crossing is the dominant mail in the Rocky Mount MSA,
anchored by strong national and regional department stores well-suited to the
region. The mall has attracted strong base of national retailers, although
merchandising mix would benefit from fewer local tenancies. During 1995,
reporting anchor tenants Sears and JC Penney reported noticeable sales increases
over the previous year. Sears reported a 5.5 percent increase in sales to
$16.1+/- million, or approximately $180 per square foot. JC Penney reported a
7.5 percent increase in sales to $21.1+/- million, or approximately $170 per
square foot. Both the sales level of Sears and JC Penney compare favorably to
national and regional averages. Reporting mall shop tenant sales of $239 per
square foot (versus comparable tenant sales of $267 per square foot)
significantly exceeds regional averages.


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                                      -24-

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<PAGE>



                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                   Tarrytown Mall

Location:                               Hwys. 64 & 301
                                        Rocky Mount, North Carolina

Owner                                   First Washington Management

Distance and Time from Subject:         1.8+/- mile south
                                        (5+/- minutes drive time)

Year Opened:                            1963

Year(s) Expanded/Renovated:             1989

Total GLA:                              327,069+/- SF

Mall GLA:                               134,000+/- SF

Mall Shop Ratio:                        41%

Anchor Tenants:                         Goody's Family Clothing       24,000 SF
                                        Montgomery Ward               74,069 SF
                                        Vacant                        95,000 SF
                                                                     ----------
                                        Total Anchor GLA:            193,069 SF

Number of Mall Shops:                   55+/-

Occupancy (Mall GLA):                   97.7%

Average Rent (Mall GLA):                $8.00+/-SF

Land Area:                              30+/- AC

Parking/Ratio:                          1,564 +/- cars; 4.8 per 1,000 +/- SF

Demographics:                           Primary Market Population:      175,000
                                        Average Household Income:       $32,000
                                        (per Shopping Center Directory)

Retail Sales:                           $160/SF

Comments: Despite 95,000n square foot anchor tenant vacancy, small shop
occupancy remains at approximately 98 percent, albeit at relatively low rates
and short terms to a mainly local tenant base. Leasing agent reports active
interest in vacant anchor position, although majority of offers reportedly below
level acceptable to ownership. It is anticipated that space will be subdivided
to accommodate big box type retailers.

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                                      -25-

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<PAGE>



                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 2

Name:                                   Parkwood Mall & Plaza

Location:                               101 West Ward Boulevard
                                        Wilson, North Carolina

Owner:                                  North Hills, Inc.

Distance and Time from Subject:         22+/- miles southwest
                                        (30+/- minute drive time)

Year Opened:                            1979

Year(s) Expanded/Renovated:             N/A

Total GLA:                              415,000+/- SF

Mall GLA:                               157,831+/- SF

Mall Shop Ratio:                        38%

Anchor Tenants:                         Belk                          85,924 SF
                                        JC Penny                      88,745 SF
                                        Hills                         82,500 SF
                                                                     -------   
                                        Total Anchor GLA:            257,169 SF

Number of Mall Shops                    94+/-

Occupancy (Mall GLA):                   89%

Average Rent (Mall GLA):                $8-$12/SF

Land Area:                              78+/- AC

Parking/Ratio:                          3,243+/- cars; 5.61 per 1,000+/- SF

Demographics:                           Primary Market Population:      110,000
                                        Average Household Income:       $33,000
                                        (per Shopping Center Directory)

Retail Sales:                           $200/SF

Comments: Adjacent strip center and plaza development totaling 163,000+/- square
feet. Relatively small anchor stores augmented by wide array or national,
regional and local retailers, as well as non-traditional mall and strip center
tenants. Considered secondary competition to subject.

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                                      -26-

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<PAGE>


                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 3

Name:                                        Carolina East Mall

Location:                                    238 Carolina E. Mall
                                             Greenville, North Carolina

Owner:                                       Shadow Lake Properties

Distance and Time from Subject:              30+/- miles southeast
                                             (40+/- minute drive time)

Year Opened:                                 1979

Year(s) Expanded/Renovated:                  N/A

Total GLA:                                   329,130+/- SF

Mall GLA:                                    140,230+/- SF

Mall Shop Ratio:                             43%

Anchor Tenants:                              Belk                     113,910 SF
                                             Sears                     75,000 SF
                                                                      -------
                                             Total Anchor GLA:        188,900 SF

Number of Mall Shops                         55

Occupancy (Mall GLA):                        86+/-%

Average Rent (Mall GLA):                     $10-$17/SF

Land Area:                                   37 acres

Parking/Ratio:                               2,131+/- cars; 6.5 per 1,000+/- SF

Demographics:                                Primary Market Population:  157,000
                                             Average Household Income:   $33,700
                                             (per Shopping Center Directory)

Retail Sales:                                $200/SF

Comments: Given distance from subject and inferior anchor alignment, considered
minimally competitive to subject. Leasing agent for center reported difficulty
in attracting key national tenants, such as the Limited concepts.

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                                      -27-

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<PAGE>



                                                      Retail Market Analysis
================================================================================

Competitive Retail Center No. 4

Name:                                   The Plaza

Location:                               714 E. Greenville Blvd.
                                        Greenville, North Carolina

Owner                                   Rubin Strouse Retail

Distance and Time from Subject:         30+/- miles southeast
                                        (40+/- minute drive time)

Year Opened:                            NA

Year(s) Expanded/Renovated:             1989

Total GLA:                              421,061 +/- SF

Mall GLA:                               197,064+/- SF

Mall Shop Ratio:                        47%

Anchor Tenants:                         Belk                           46,051 SF
                                        Belk                           54,000 SF
                                        Brody's                        56,934 SF
                                        JC Penney                      67,012 SF
                                                                      -------
                                        Total Anchor GLA:             223,997 SF

Number of Mall Shops                    96

Occupancy (Mall GLA):                   57+/-%

Average Rent (Mall GLA):                $8-$12/SF (estimated)

Land Area:                              40 acres

Parking/Ratio:                          2,500+/- cars; 5.9 per 1,000+/- SF

Demographics:                           Primary Market Population:       185,000
                                        Average Household Income:        $30,800

Retail Sales:                           $200/SF
                                        (per Shopping Center Directory)

Comments: Belk has expanded into former Rose's department store space,
separating their men's and junior's department's from women's. Significant
amount of mall shop space remote from anchor stores.

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                                      -28-

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<PAGE>



                                                     Retail Market Analysis
================================================================================

     The mail properties cited above (inclusive of the subject) comprise
approximately 2.2+/- million square feet of mall space. Aside from the
marginally competitive Tarrytown Mall, the subject is the only true regional
mall in Nash County, as the balance of mall inventory compete with the subject
only peripherally.

Other Competition

     As discussed, there is marginal direct mall competition for the subject in
its immediate trade area. Tarrytown Mall's lack of both anchor depth and
national mall shop tenant base has rendered the property virtually obsolete as a
competitive mall property. In addition to the facilifies described, the balance
of the retail inventory consists of certain big box stores and specialty tenants
in neighborhood and community centers as well as free-standing retail
facilities. A brief description of the retail centers in the immediate area will
serve to portray the balance of the neighborhood retail alignment.

     o    Tiffany Square Shopping Center, located along Highway 301 at Benvenue
          Road (opposite subject), is a 132,000+/- square foot neighborhood
          shopping center anchored by a Winn Dixie grocery store in 43,000+/-
          square feet and a Kerr Drug store in 9,600+/- square feet. The balance
          of the center is tenanted by 7 retail and service-type tenants,
          including Little Caesar's and The Cellular Store. There is currently
          one 1,937+/- square foot vacancy in the center, which is being offered
          at $8.50 per square foot, triple net. This center also includes two
          available outparcels of 1.58+/- acres and 1.64+/- acres, which are
          currently offered for sale at $453,000 and $550,000, respectively.

     o    Sutter's Creek Plaza, located along the east side of Route 301
          opposite Golden East Crossing, is a 191,822+/- square foot community
          centered anchored by Wal-Mart in 114,600+/- square feet and Toys 'R'
          Us in 31,000+/- square feet. A Blockbuster Video is located in an
          outparcel position, while the balance of the center is leased to 9+/-
          small shop tenants including Georgia Carpet Outlets, Rent-A Center and
          Seasons Home Shop. This center is 100 percent leased, with the
          center's leasing agent reported an average lease rate of $13.50 per
          square foot, triple net.
                    
     o    Rocky Mount Town Center, located immediately west of Golden East
          Crossing, is a 182,000+/- square foot community center anchored by
          Kmart with major tenants Fashion Bug and Pic 'n Pay Shoes. Outparcels
          include Red Lobster and Baskin Robbins.
                     
     o    Westridge Village is a 90,000+/- square foot neighborhood center
          located approximately 4 miles southwest of Golden East Crossing along
          Sunset Avenue. This center is anchored by a Harris Teeter grocery
          store and an Almands drug store. Small shop tenants include services
          such as Mail Boxes, Etc., as well as relatively upscale shops such as
          Stephanie's-Ladies Fine Casual and Osborne Jewelers. This center was
          100 percent occupied at the time of our inspection.

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<PAGE>



                                                     Retail Market Analysis
================================================================================

     o    Target has recently opened a free-standing store located opposite
          Sutter's Creek Plaza approximately .1 miles from Golden East Crossing.
          This development also includes a Burger King and a Texas Steak House
          Saloon in outparcel positions.
                    
     o    Crossroads Center is a 1970-built, 240,000+/- square foot community
          center located along Stone Rose Drive at Route 64/301 Bypass,
          approximately two miles southwest of Golden East Crossing. The centers
          main tenant is Cardinal Theater multiplex, and is occupied by mainly
          discount-oriented and local tenants including Sally Beauty Supply,
          Beneficial and Pic'n Pay Shoes.

Proposed Development
              
     The development of a 60,000+/- square foot Hanaford's grocery store and a
30,000+/- square Circuit City is proposed for a 15+/- acre site located adjacent
to Golden East Crossing along its rear boundary. These stores will front
Jeffries Boulevard.

GLA per Capita

     The data presented summarizes the extent of existing regional mail
development inside and proximate to the trade area. According to the National
Research Bureau, the average GLA per capita for the United States and State of
North Carolina were 5.5+/- and 3.7+/- square feet, respectively, in 1995. This
statistic pertains to centers in excess of 400,000 square feet.

     As discussed previously, with the exception of the Tarrytown Mail, the
subject is the only traditional regional mall in the Rocky Mount MSA. Equifax
National Decision Systems estimates a Rocky Mount MSA population of 141,551 (see
Trade Area population discussion following). In order to render a comparative
statistic to both state and national GLA per capita averages, we use only the
GLA of Golden East Crossing, which results in a GLA per capita of 4.05+/- square
feet. However, counting the GLA of Tarrytown Mall (327,069+/- square feet)
results in a GLA per capita of approximately 6.4+/- square feet. Similarly, when
considering the Effective Trade Area, we count the GLA of Golden East and the
Parkwood Mall and Plaza only to render a comparative statistic of 4.3+/- square
feet of mall GLA per capita. Adding the GLA of Tarrytown Mall results in a GLA
per capita of 5.5+/- square feet for the Effective Trade Area.

     The higher GLA per capita figures suggest that the market may suffer from
excess capacity. This interpretation would be consistent with current market
conditions, where the subject is posting mall shop vacancy in excess of 20+/-
percent and a 95,000+/- square foot anchor vacancy exists at the Tarrytown Mall.
We further suggest that the effective trade area's per capita income of $13,869
(see demographics chart following) be considered in interpreting the GLA per
capita ratios. While those ratios excluding Tarrytown Mall do not significantly
exceed the state average and do not exceed the national average, the average per
capita income of the state exceeds that of the effective trade area by
approximately 24 percent, while the average per capita income of the United
States exceeds that of the effective trade area by approximately 36 percent. We
suggest that due to significantly less income on a per capita basis, the trade
area inherently could not support the same level of GLA as the state or nation
on a per capita basis.

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                                      -30-

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<PAGE>



                                                    Retail Market Analysis
===============================================================================

Anchor Alignment
                    
     The anchor alignment of the subject also helps to define the potential
boundaries of the subject's trade area. The subject property is anchored by
Belk's, Brody's, Sears and JC Penney. The following is a profile of each of
these anchor tenants.

     JC Penney, the fourth largest retailer in the United States (after
     Wal-Mart, K-Mart and Sears), operates 1,233 JC Penney department stores and
     526 drug stores (Thrift Drug and Treasury Drug) throughout all 50 states
     and Puerto Rico. The $21 billion company has changed its historical image
     as a discount dime store and has targeted upper-middle-class consumers by
     adding brand-name soft goods and dropping hard goods from the in-store
     product mix. Today the company's product mix centers on apparel, shoes,
     jewelry, and home furnishings. In 1994, retail sales rose 7.4 percent to
     $20.4 billion, surpassing the $20 billion mark for the first time. Net
     income also exceeded $1 billion for the first time ever. Total revenues
     were up 7.7 percent to $21.1 billion. The company has experienced a ten
     year compound annual growth rate in retail sales (1984-1994) of about 4.2
     percent. Overall, productivity among stores increased by 8.9 percent to
     $159 per square foot from $146 per square foot in 1993, and $137 per square
     foot in 1992. Catalog sales totaled $3.8 billion in 1994-95, accounting for
     19 percent of total retail sales. Drug stores, under the Thrift Drug name,
     totaled 526 units in 1994-95 and accounted for 7.6 percent of total sales
     which achieved $243 per square foot. The company currently has
     approximately 113 million square feet of store space. In February 1995, the
     company acquired the 97 unit Kerr Drug Store chain. The company will
     continue to expand its private brand lines. In addition, the catalog
     operation is posed to continue to do well, coming off of its highest sales
     in its 31 year history. The company did not fare as well in fiscal 1995
     (year ending January 1996) with earnings failing by 20 percent and same
     store sales declining by 2.5 percent in the fourth quarter and 1.4 percent
     for the fiscal year. The company is planning a $700 capital expenditure
     program over the next three years to help bolster store performance. Value
     Line reports that the company's financial strength warrants a "B++" rating.
     Standard & Poor's has forecasted a continued modest rise in comparable
     store sales. They rate the company "A-".

     Sears, the world's third largest retailer continues to profit from its
     remarkable turnaround. Total revenues from operations increased by 6
     percent to $54.56 billion in 1994. Sears Merchandising Group operates 800
     department stores and 1,140 specialty stores throughout North America. The
     company is focusing on three core operations: apparel; home, including home
     appliances and electronics, home improvement and furniture; and automotive
     including Sears Auto Centers and Western Auto. Revenues per selling square
     foot were $340 in 1994, up from $321 in 1993. The restructuring that the
     company implemented in 1993 involved the closure of approximately 113
     unprofitable department stores and the elimination of 50,000 jobs. Sears
     has also abandoned its once formidable catalog operation closing it in May,
     1993. Also in 1993 the company sold 20 percent of Dean Witter/Discover Card
     to the public raising $900 million then sold the rest to shareholders. It
     also offered about 20 percent of Allstate, raising $2.4 billion in the
     nations largest IPO in 1992. In 1995, it spun off the balance of its 80.3
     percent stake. During 1994 the company transferred ownership of Sears Tower
     and

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                                      -31-

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<PAGE>



                                                    Retail Market Analysis
================================================================================

     related mortgages to a trust. Also, at the end of 1995, Sears divested
     itself of Homart its real estate development subsidiary.

     In 1994, Sears' dominance continued as the Merchandise Group generated
     income of $890 million, an 18.4 percent increase over 1993 income of $752
     million. Comparable store growth was a very strong 8.3 percent which
     followed the 8.9 percent growth in 1993 and 3.6 percent in 1992. In
     addition to strong comparable store sales increases, core merchandising
     revenues per selling square foot have also shown steady increases in 1994
     and 1993, up 7.8 percent and 11.1 percent, respectively. Department store
     revenues were up 8.5 percent in 1994, which added to the 10 percent
     increase in 1993. More recently, comparable store sales were up 5.8 percent
     in the fourth quarter of 1995.

     The company has implemented a $4.0 billion remodeling program and over the
     past two years, Sears has remodeled and modernized 240 department stores
     and converted 2.9 million square feet of non-selling space and 1.5 million
     square feet of selling space formerly occupied by furniture departments to
     apparel selling space. Free-standing store revenues increased 20.2 percent
     in 1994. This was fueled by 98 new Dealer stores, 22 Homelife stores and 11
     Sears Hardware stores. Analysts are forecasting a 6 percent growth in
     revenues and 4 to 5 percent same store sales increases in 1996. Value Line
     rates the company's financial strength an "A", while Standard & Poors ranks
     it "B".

     Brody Brothers Dry Goods, headquartered in Greenville, North Carolina, is a
     privately owned, small regional department store chain. They currently own
     7 stores located in shopping malls throughout the state of North Carolina.
     Brody's merchandise mix focuses on women's, men's and children's apparel
     and appeals to the mid-market customer. With a store size averaging 65,000
     square feet, Brody is expected to have a sales volume of about $23,000,000.
     Growth in sales is expected to continue at 5%. As of January 1996, they
     employee about 400 and are expected to have a 14% employment growth rate.

     Belk Stores Services are the owners of Belk department stores.
     Headquartered in Charlotte, North Carolina, the 280 Belk stores owned by
     the company are located throughout the southeast including Maryland,
     Kentucky, and Texas. The majority of stores, approximately 70%, are located
     in shopping malls or centers. The yearly sales volume for this private
     company is estimated to be $359,000,000. The Belk department store chain
     employs approximately 5,500.

Trade Area Definition

     Golden East Crossing is strategically located adjacent to the intersection
of US Highway 301 and North Carolina Highway 43. This location makes it one of
the more accessible retail locations within the area. The advantage of highway
proximity has the effect of expanding the mall's trade area by virtue of
reducing travel time for residents in more distant locations. As such, the
percentage of in-flow sales tends to be greater for more dominant properties.

     As discussed in the previous section, the location and accessibility of
competing centers also has direct bearing on the formation and make-up of a
mall's trade area. Its location at the

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

intersection of highways 301 and 43 near the center of the Nash County also
maximizes its key position as the only true regional mall in the MSA. With the
fastest growing areas found in this general vicinity of the metro area, this
becomes even more significant. This is important for the subject since residents
living closest to the mall are more inclined to shop closer to home. We note
that shopping alternatives within at least a 30 mile radius are marginal,
allowing the subject to virtually dominate the market. Expanding outward to a 40
mile ring, competition is more intense with the inclusion of the Greenville
retail market. Consistent with relative scarcity of surrounding retail
development, the subject's effective trade area boundaries extend 25+/- 35+/-
miles from the subject.

     We believe that it is also important to note that key community centers and
free-standing big box retailers represent a force in the market's competitive
environment. However, their primary stores (groceries, discount department
stores, and drugs) are generally different from those which comprise Golden East
Crossing. Certainly there is a place for both in most retail environments,
particularly the regionally-oriented 301 corridor found in Rocky Mount. Overall,
this type of development is limited, and includes store locations for Wal-mart,
Kmart and Target. Circuit City, which has proposed constructing a 30,000+/-
square foot store on a site adjacent to the mall, would join Toys 'R Us and
Office Depot as one of the few true 'category killers" to enter the market.
Together with a wide array of casual dining concepts, these retailers
collectively help balance out the retail infill and act as a traffic generator
that increases the area's status as a destination retail hub.

     To summarize, the foundation of our analysis for delineation of the
subject's trade area may be summarized as follows:

     1.   The Rocky Mount/Route 301 corridor is a truly regional retail
          destination, with an effective trade area expanding to points 30 miles
          and beyond Golden East Crossing.
                     
     2.   Highway accessibility including area traffic patterns, geographical
          constraints and nodes of residential development.
                      
     3.   The position and nature of the area retail structure including the
          location of destination retail centers and the strength and
          composition of the retail infill as discussed above.
                      
     4.   The size, anchor tenancy and merchandising composition of the mall
          tenants enhances its total market penetration.
                     
     5.   Adequate cross shopping occurs with free-standing retailers and area
          strip centers, whose tenants generally compliment rather than compete
          with the mall.
                     
     Ownership has provided us with the results of their most recent customer
survey which has identified shopping patterns based upon origin by zip codes.
After reviewing this report in conjunction with our independent analysis of the
trade area, we are in concurrence with its findings. As such, we have elected to
rely on some of the demographic results it has produced. An analysis of key
demographic indicators can then be performed based upon this defined trade area.

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                                      -33-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                     Retail Market Analysis
================================================================================

Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. Equifax National Decision Systems
provides historical, current and forecasted population estimates for the
effective trade area. Patterns of development density and migration are
reflected in the current levels of population estimates. The chart on the Facing
Page compares these statistics.

     Between 1990 and 1996, ENDS reports that the population within the
effective trade area increased by 12,150 to 268,643. This 4.7 percent increase
(0.77 percent per annum) has slightly trailed that of the Rocky Mount MSA growth
rate of 6.2 percent. The current projection is for a continuation of this trend
of moderate but continuous growth of .60 percent and .70 percent per annum for
the effective trade area and the Rocky Mount MSA, respectively. We note with
interest that population growth within the principally closer-in area has been,
and is expected to continue to be, the fastest growing quadrant in the effective
trade area. This is important for the subject since residents living closest to
the mall are more inclined to shop closer to home.

     Provided on the Following Pages are graphic representations of the current
population distribution as well as projected population growth. These graphics
depict that the more densely developed areas, as well as those areas with the
strongest projected growth, are found within the closest proximity to the mail.

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                                      -34-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                              GOLDEN EAST CROSSING

                              EFFECTIVE TRADE AREA



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<PAGE>



                              GOLDEN EAST CROSSING

                              EFFECTIVE TRADE AREA



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<PAGE>


                                                     Retail Market Analysis
================================================================================

Households

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

     o    The population in general is living longer on average. This results in
          an increase of single and two person households.

     o    The divorce rate increased dramatically during the last decade, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, thus also resulting in more
          single person households.

     Between 1990 and 1996, the effective trade area added 7,569 households,
increasing by 7.9 percent to 102,955 units. This growth is equivalent to a
compound annual increase of 1.28 percent. Alternatively, the Rocky Mount MSA
added 4,340 households to 53,700, indicating slightly higher 1.41 percent annual
rate of growth.

     Between 1996 and 2001, the effective trade area is expected to grow by 4.0
percent (.79 percent per annum) to 107,127 households. This rate of growth is
consistent with that for the Rocky Mount MSA., which is expected to increase to
nearly 56,000+/- households.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of a broad-based middle income market. According to ENDS,
average household income within the effective trade area is currently $35,389.

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                                      -37-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                     Retail Market Analysis
================================================================================

     Available data shows an identifiable pattern of income levels throughout
the effective trade area as shown below along with comparisons to the Rocky
Mount MSA, the state and the United States.

              ---------------------------------------------
                            Average Household Income
              ---------------------------------------------
                  Area Average                    HH Income
              ---------------------------------------------
               Effective Trade Area                $35,389
                Rocky Mount MSA                    $37,181
              State of North Carolina              $42,552
                  United States                    $49,031
              ---------------------------------------------

     These statistics show that the effective trade area has an average
household income of $35,389, which is marginally below that of the Rocky Mount
MSA but noticeably below those of the state and the country.

     Provided on the Following Page is a graphic presentation of the household
income distribution throughout the total trade area. As can be seen, the subject
lies within the area's upper income communities. Generally, the highest
concentrations of wealth (average incomes of $40,000 and higher) are found
immediately surrounding the center to the north, south and west. We also note
that average household income throughout the effective trade area is forecasted
to increase at compound annual rate of 4.96 percent.

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                                      -38-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                              GOLDEN EAST CROSSING

                              EFFECTIVE TRADE AREA



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<PAGE>


                                                     Retail Market Analysis
================================================================================
Effective Buying Income

     Another measure of the ability of a trade area to support retail business
is the area's effective buying income (EBI). This data is not measured by
specific trade area, but rather by both the metropolitan statistical area (MSA),
as well as on a county basis as reported in Sales and Marketing Management's
Survey of Buying Power. As previously indicated, the subject's effective trade
area exceeds the boundaries of Nash and Edgecombe counties, but is not inclusive
of other counties in their entirety. As of year-end 1994, the Rocky Mount MSA
had an aggregate EBI of $1.955 billion. A comparison can be made to the Rocky
Mount MSA and Nash and Edgecombe Counties.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                              Effective Buying income
                                    1990                                    1994                   Compound Annual Charge
                    Total EBI (billions)    Med HHEBI       Total EBI (billions)      Med HHEBI    Total EBI    Med HHEBI
- -------------------------------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                    <C>                 <C>           <C>           <C>  
Rocky Mount MSA            $1.472           $22,053                $1.955              $30,851       7.36%         8.76%
  Edgecombe County         $0.573           $21,872                $0.644              $27,797       2.99%         6.18%
  Nash County              $0.899           $22,233                $1.291              $32,729       9.47%        10.15%
- -------------------------------------------------------------------------------------------------------------------------
Source:  Sales and Marketing Management, Survey of Buying Power
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The data above shows that the median household effective buying income for
Nash County marginally exceeds that of the Rocky Mount metropolitan area. Since
1990, the total EBI for the Rocky Mount MSA has grown at an annual compound rate
of 7.36%, while the total EBI for Nash County, in which Golden East Crossing is
located, has grown at a compound annual rate of 9.47 percent. The median
household EBI has for the Rocky Mount MSA has grown at an annual compound rate
of 8.76%, while the median household EBI for Nash County has grown at an annual
compound rate of 10.15 percent. Both of these measures have exceeded inflation
over this period. Edgecombe County, as previously established the less affluent
sector of the Rocky Mount MSA, posted compound annual growth rates of 2.99
percent for total EBI and 6.18 percent for median household EBI.

Retail Sales

     Retail sales growth for the Rocky Mount MSA were compared to Nash and
Edgecombe counties. Total retail sales for the MSA and the counties have
increased at relatively consistent rates. Together with strong growth in
household formation, annual compound growth in total retail sales was led by
Nash County, while Edgecombe County, which added a lower percentage of new
households during the same period, posted stronger growth in retail sales per
household. Overall, the entire MSA posted solid gains in both total retail sales
and retail sales per household, increasing at annual compound rates of 5.19
percent and 3.91 percent, respectively.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                       Retail Sales
                                    1990                                   1994                   Compound Annual Charge
                   Total Retail Sales     Retail Sales    Total Retail Sales   Retail Sales        Total       Retail Sales
                        (millions)       Per Household       (millions)       Per Household     Retail Sales   Per Household
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                <C>                <C>               <C>            <C>  
Rocky Mount MSA           $874.4           $17,594            $1,070.6           $20,510           4.19%          3.91%
  Edgecombe County        $208.1           $10,201              $248.3           $12,290           4.51%          4.77%
  Nash County             $666.3           $22,741              $822.4           $25,699           5.40%          3.10%
- ----------------------------------------------------------------------------------------------------------------------------
Source:  Sales and Marketing Management, Survey of Buying Power
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

     We note that between 1990 and 1994, overall retail sales for the Rocky
Mount MSA grew by 22 percent to $1.07 billion.


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                                      -40-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                     Retail Market Analysis
================================================================================

Mall Shop Sales

     While retail sales trends within the MSA and region lend insight into the
underlying economic aspects of the market, it is the subject's sales history
that is most germane to our analysis.

     We have been provided with a summary of comparable mall shop sales for the
years 1991 to 1995. Per square foot sales figures represent the weighted average
sales for the calendar year for small shop tenants in continuous occupancy of
the same suite for the previous twenty four months. These results are summarized
below.

                    =========================================
                                   SUMMARY OF
                                COMPARABLE SALES
                    =========================================
                                 Comparable       Percentage
                      Year        PSF Sales         Change
                    =========================================

                      1991           $213             NA
                      1992           $243           14.08%
                      1993           $257            5.76%
                      1994           $265            3.11%
                      1995           $267            0.75%

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

     As illustrated above, comparable sales posted notable increases between
1991 and 1995 for an aggregate increase of 25.3 percent, while comparable sales
remained relatively flat between 1994 and 1995, increasing .75 percent to $267
per square foot.

     Total reporting mall shop sales for 1995 were $34.9 million. Based on a
reporting GLA of 146,104 square feet, this results in mall shop sales of $239
per square foot. This measure shows reporting tenant performance only, since
many tenants do not report sales by lease agreement or fail to report sales for
a particular sales period. While the aggregate sales amount is reflective of the
total sales generated by the mall shops, it is important to recognize that this
includes all sales including sales from partial year tenants. Furthermore, since
the unit rate is based upon a full reporting year, it has the effect of
understating the mall shop sales performance on a unit rate basis.

     By comparison, the Urban Land Institute's Dollars and Cents of Shopping
Centers (1995) reports national and regional sales averages for regional and
super-regional shopping malls. Nationally, average sales at super-regional
centers is reported at $203.09 per square foot, down 1.4 percent from 1993. For
regional malls, average sales are reported to be $176.16, virtually even from
1993. A comparison of national and regional figures is shown on the following
chart.


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                                      -41-

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

================================================================================
                        Regional/Super-Regional Centers
================================================================================
     Area            Average         Median      Lower Decile      Upper Decile
================================================================================
United States        $176.16/       $163.54/       $125.88/          $285.40/
                     $203.09        $198.93        $140.46           $305.23
- --------------------------------------------------------------------------------
   East              $204.96/       $183.05/       $126.07/          $323.74/
                     $220.64        $183.81        $130.46           $379.81
- --------------------------------------------------------------------------------
   West              $188.63/       $167.46/       $124.00/          $264.89/
                     $190.51        $187.64        $143.01           $258.68
- --------------------------------------------------------------------------------
  South              $156.27/       $154.18/       $129.63/          $195.24/
                     $210.30        $207.99        $145.75           $293.70
- --------------------------------------------------------------------------------
 Midwest             $178.99/       $179.24/       $125.50/          $290.57/
                     $195.03        $192.42        $148.18           $261.09
================================================================================
Source:    Urban Land Institute Dollars and Cents of Shopping Centers (1995)
- --------------------------------------------------------------------------------

     As a regional mail in the eastern part of the country, the subject's 1995
sales performance of $239 per square foot can be compared to its peers as shown
below.

==========================================================
                      Average       Subject       Variance
==========================================================
United States          $176          $239           136%
- ----------------------------------------------------------
   South               $156          $239           153%
==========================================================

     On a relative basis, the subject is outperforming its peer group on average
in terms of sales productivity, particularly on a regional basis.

Anchor Store Sales

     We have been provided with sales information for the majority of anchor
stores. This data can be summarized as follows:

<TABLE>
<CAPTION>
================================================================================================================
                                         Golden East Crossing
                                           Anchor Store Sales
================================================================================================================
Department Store               GLA (SF)             1994                  1995                % Change
================================================================================================================
<S>                              <C>              <C>                  <C>                       <C>
   Sears                          89,564          $15,253,543          $16,085,562               +5.5%
                                                  $170.30/SF           $179.59/SF
- ----------------------------------------------------------------------------------------------------------------
 Brody's*                         69,690          NA                   NA                        NA
- ----------------------------------------------------------------------------------------------------------------
JC Penney                        123,735          $19,538,500          $21,120,400               +7.5%
                                                  $157.90/SF           $170.70/SF
- ----------------------------------------------------------------------------------------------------------------
   Belk**                        112,957          NA                   NA                        NA
- ----------------------------------------------------------------------------------------------------------------
   Total                         395,946          $34,787,043          $37,205,962               +6.75%***
                                                  $163./SF***          $174/SF***
================================================================================================================
*    Store opening of August 1995
**   Non-reporting anchor
***  Reporting anchors only
================================================================================================================
</TABLE>

     In the aggregate, reporting anchor store sales for 1995 were $37.2 million,
equivalent to $174 per square foot, an increase of 6.75 percent over 1994. Belk
is not required to report sales to mall management, while Brody's did not occupy
the center until August of 1995.

     Sears reported sales of approximately $16.1 million, or nearly $180 per
     square foot, up 5.5 percent over 1994. Sears is believed to be the highest
     producing store at Golden East Crossing on a unit rate basis.


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                                      -42-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     JC Penney: In 1995, JC Penney reported a significant increase (7.5 percent)
     with sales of $21.1 million, or nearly $171 per square foot.

A comparison of the subject's department store performance can be made to their
peers. The Urban Land Institute also tracks sales of owned and non-owned
department stores by selected affiliation and region. This information is
summarized in the following chart.

<TABLE>
<CAPTION>
========================================================================================
                                  Department Store Sales Data
========================================================================================
            Category/Region            Average Sales PSF    Top 10% PSF      Top 2% PSF
========================================================================================
<S>                                          <C>              <C>              <C>
          Super-Regional U.S.
          Owned Dept. Stores                 $144.99          $247.99          $505.13
            National Chain                   $146.89          $271.91          $532.63
       Non-Owned Dept. Stores                $154.34          $243.28          $367.33
            National Chain                   $154.34          $243.28          $367.33
            Eastern Region                   $152.35             --               --
            Western Region                   $147.26             --               --
          Midwestern Region                  $131.12             --               --
            Southern Region                  $159.23             --               --
========================================================================================
Average -All Super-Regional Centers          $148.82          $251.62          $443.11
========================================================================================
          Regional Malls U.S.
          Owned Dept. Stores                 $149.26          $245.53          $352.79
            National Chain                   $149.03          $237.27          $343.94
       Non-Owned Dept. Stores                $162.14          $215.20          $266.01
            National Chain                   $163.08          $215.32          $266.09
            Eastern Region                   $174.78             --               --
            Western Region                   $165.36             --               --
          Midwestern Region                  $151.49             --               --
            Southern Region                  $150.39             --               --
========================================================================================
   Average - All Regional Centers            $158.19          $228.33          $307.21
========================================================================================
source:      Urban Land Institute   Dollars & Cents of Shopping Centers (1995)
========================================================================================
</TABLE>

     Data from ULI shows that the mean sales level for department stores in
regional malls varies from $149.03 to $174.78 per square foot. Department stores
located in the southern region of the country average sales of $150.39 per
square foot, while the average for all regional centers is $158.19 per square
foot. Stores in the top 10 percent of their peers average (unweighted)
approximately $228 per square foot while the top 2 percent average approximately
$307.21 per square foot.

     With reporting anchor sales averaging approximately $174 per square foot,
the reporting department stores at Golden East Crossing appear to outperform
national and southern region averages, but fall well short of the top 10
percent.

Summary

     With anchor tenants of JC Penney, Sears, Brody's and Belk, the subject
property is clearly positioned toward the broad center of the retail market.
Mall shop space is tenanted primarily by traditional merchandise retailers, and
is well represented by national retailers such as The Limited and Limited
Express, Lerner, Victoria's Secret and The Bombay Company, as well as by popular
price formats such as Payless Shoe Source. While the tenant mix lacks newer
store concepts which are more upscale, Golden East's more traditional
merchandise


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                                      -43-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

mix is well suited for an effective trade area posting an average household
income $35,389. However, the mall would benefit from national retailers which
offer more specialized merchandise and/or an entertainment orientation which are
not inherently upscale in their appeal (i.e. Disney, Saturday Matinee, Barnes &
Noble). This mix would bring a balance of retail uses to the market which would
include first time tenants to the trade area. Despite a stall in the
re-tenanting of Golden East Crossing, as evidenced in sizable mall vacancy and a
significant local tenant base, the subject benefits from a strong regional
location and the lack of viable mall competition within its immediate trade
area. 

Conclusion 

     We have analyzed the retail trade history and profile of the Rocky Mount
MSA and Nash County in order to make reasonable assumptions as to the continued
performance of the subjects trade area.

     A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area was presented. We included a brief discussion of some of the
competitive retail centers in the market area as well as a profile of the anchor
tenants at the mall. The trade area profile discussed encompassed an MSA and zip
code based survey for the subject. Marketing information relating to these
sectors was presented and analyzed in order to determine patterns of change and
growth as it impacts the subject. Given that Belk is not required to report
sales and Brody's is new to the center, we were unable to provide extensive mall
sales analysis. However, Sears and JC Penney and reporting mall shop tenants
report sales noticeably above national and regional averages. The data is useful
in giving quantitative dimensions of the total trade area, while our comments
serve to provide qualitative insight into this area. The following summarizes
our key conclusions:

o    The subject enjoys a visible and accessible location within the Rocky Mount
     MSA. Both the Rocky Mount MSA and Nash County are expected to maintain a
     moderate but steady growth pattern over the near to mid-term.

o    The subject's location near the confluence of Highways 43 and 301
     maximizes its position as the only viable enclosed regional mall within the
     Rocky Mount MSA. 

o    The region's affluence as measured by average household income and market
     expenditure potential has shown steady and moderate growth over the last
     decade. While the average household income for the effective trade area is
     noticeably below state and national averages, the most affluent areas of
     the rather expansive trade area are located most proximate to the subject.

o    Within its trade area, the subject competes mainly with community and
     traditional strip centers for tenants. It is our opinion that given its
     size, lack of anchor depth and mainly local mall shop tenant profile, the
     nearby Tarrytown Mall is virtually obsolete as a traditional enclosed
     regional mall.

o    It is important for ownership to continue to focus on aggressively leasing
     the vacant space to national and regional retailers that are considered
     unique to the market. The high percentage of national and regional tenants
     is important to the extent that these merchants have the benefit of
     stronger

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

                                      -44-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     name recognition and are more familiar to shoppers which typically results
     in high sales levels.

o    Peripheral development around the mall is complimentary rather than
     competitive. The relatively recent addition of big box and category killer
     formats and other development including restaurants adds to the area draw.

     On balance, it is our opinion that with competent management and aggressive
marketing, Golden East Crossing will continue to be the dominant mall serving
the Rocky Mount MSA. Our outlook for the area specific to its role as a regional
shopping hub is cautiously optimistic, with moderate to good prospects for
appreciating real estate values.

     Marketability and Marketing Period

     In this subsection, we consider the potential market appeal, marketability
and demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed, regional mall containing 218,704 square feet of mall shop GLA
anchored by four anchor stores for a combined mall GLA of 572,914 square feet.

     We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price sold within twelve months exposure to the open
market or less. Properties for which seller expectations of value exceed the
market's perception have required more extended marketing periods and have
generally sold at below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

     The subject is characterized as a well-maintained mall which dominates its
trade area. The subject's effective trade area has a current population of
approximately 269,000 +/- people and is projected to experience moderate but
steady population and household growth in the foreseeable future. We believe
that, if the subject were offered for sale, it would represent an important
investment opportunity for a well positioned center with some upside through
lease rollover and continued efforts to upgrade the tenant mix. Based on the
above, it is our estimate that a market sale of the subject property should be
realized within twelve months exposure on the market.


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

                                      -45-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description


Location:                     Northwest corner of Benvenue Road and U.S. High
                              301 Bypass



Land Area

  Owned
    Main Mail Parcel:         52.85 +/- Acres

  Owned Outparcels
    301 Bypass Front:         .90 +/- Acres
    301 Bypass Front:         .94 +/- Acres
    Corner Jeffries/Benvenue: 2.66 +/- Acres
  Total Owned:                57.35 +/- Acres
  Un-owned Anchors:           8.83 +/- Acres
  All Total:                  66.18 +/- Acres

Zoning:                       B3, Business District

Frontage/Terrain:             Extensive frontage along Benvenue Road to the east
                              and U.S. Highway 30 Bypass to the south. The site
                              slopes in a general east to west direction.

                              The outparcels have frontage as follows: 
                              .90 acre site along 301 Bypass Road 
                              .94 acre site along 301 Bypass Road 
                              2.66 acre site feet along Benvenue Road

Street Improvements:          Benvenue Road is a four-lane arterial while U.S.
                              Highway 301 Bypass is a partially divided highway.
                              These street improvements do not include
                              sidewalks, curbing, and lighting.

Access:                       The property has good access by virtue of its
                              location at the corner of its two frontage roads.
                              Ingress/egress from each road is provided by one
                              entrance. There also two entrances along the rear
                              limited access road, Jeffries Road.

Site Improvements:            Site improvements include surface parking,
                              pole-mounted lighting, landscaping, and drainage.

Soil Conditions:              We did not receive nor review a soil report.
                              However, we assume that the soil's load-bearing
                              capacity is sufficient to support the existing
                              structures. We did not observe any evidence to the
                              contrary during our physical inspection of the
                              property. The tract's drainage appears to be
                              adequate.




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                                      -46-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
================================================================================

Gross Leasable Area
                              Belk*:                  112,957 +/- SF
                              JC Penney:               81,729 +/- SF
                              Brody's:                 69,960 +/- SF
                              Sears:                   89,564 +/- SF
                                Mall Shops:           218,704 +/- SF
                                -----------           --------------
                                Total GLA:             572,91 +/- SF
                                Total Owned GLA:      459,957 +/- SF
                              * Belk is separately owned.

Construction Detail
  Foundations:                Reinforced floating concrete slab.

  Framing:                    Steel frame.

  Ceiling Height              Ceiling heights are 15 to 18 +/- feet in the
                              anchor tenant and 15 to 25 +/- feet common areas.
                              Mall shop space has ceiling heights which range
                              between 12 and 15 feet.

  Floor System:               Floor slab is reinforced with wire mesh.

  Exterior Walls:             Exterior walls consist of concrete block which is
                              brick. There is stone detail at the mall
                              entrances.

  Roof Structure:             Structural steel truss system with metal decking.
                              Roof cover is primarily built-up composition,
                              which was reported to be an overall average
                              condition.

  Pedestrian Doors:           The anchor mall entrances have glass in metal
                              frame swinging doors.

  Loading:                    There are loading bays which service the mall shop
                              and anchor tenants.

Mechanical Detail
  Heating and Air 
   Conditioning:              There are roof-top electric heat and air
                              conditioning units which accommodate the
                              individual tenant spaces. The common area is
                              similarly accommodated by roof units. There is no
                              central boiler system.

  Plumbing                    The plumbing is assumed to be to municipal code.
                              Each tenant space is not directly metered for
                              water. The charge for water usage is based upon
                              the number of restrooms in a tenant space.



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                                      -48-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
================================================================================

  Electric:                   Each tenant is separately metered for electric
                              usage. The electric systems are assumed to be to
                              municipal code.

  Lighting:                   Interior lighting is provided by a mixture of
                              recessed incandescent and florescent lighting
                              fixtures in the common areas. The stores have a
                              combination of recessed florescent, and
                              incandescent fixtures.

  Life Safety:                The building is fully sprinklered with a wet
                              system. Emergency power is provided by a diesel
                              powered generator for emergency lights, exit signs
                              and fire alarm systems.

Interior Detail
  Layout:                     The mail building is slightly irregular in shape,
                              with anchor stores and in-line space arranged in a
                              near triangle shape. This configuration creates a
                              somewhat awkward inner central triangle set of
                              units and some awkward corner units for the outer
                              shop space stores. The main court area has high
                              ceilings and benefits from having ample natural
                              light which is provided by skylights located
                              throughout the mall. The center court and
                              corridors have attractive planters, and generally
                              convenient traffic flow.

                              The four anchors and the theatre space are linked
                              to the central triangle area by relatively short
                              corridors.

  Floor Coverings:            The mall is currently improved with a ceramic tile
                              paved flooring.

  Ceilings:                   Generally a mixture of interlocking acoustical
                              tile and painted sheetrock.

  Store Fronts:               The store fronts are generally a mix of flush and
                              "pop out" type. Many reflect recent tenant designs
                              for the respective chain.

  Restrooms:                  The mall has two sets of public restrooms. Tenant
                              spaces have their own toilet rooms.

Parking:                      There are 3,056 +/- total service parking spaces
                              which equates to a ratio of 5.3 spaces per 1,000
                              square feet of gross leaseable area.


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                                      -49-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
================================================================================

Americans With Disabilities 
  Act:                        The Americans With Disabilities Act (ADA) became
                              effective January 26, 1992. We have not made, nor
                              are we qualified by training to make, a specific
                              compliance survey and analysis of this property to
                              determine whether or not it is in conformity with
                              the various detailed requirements of the ADA. It
                              is possible that a compliance survey and a
                              detailed analysis of the requirements of the ADA
                              could reveal that the property is not in
                              compliance with one or more of the requirements of
                              the Act. If so, this fact could have a negative
                              effect upon the value of the property. Since we
                              have not been provided with the results of a
                              survey, we did not consider possible non-
                              compliance with the requirements of ADA in
                              estimating the value of the property.

Hazardous Substances:         We are not aware of any potentially hazardous
                              materials (such as formaldehyde foam insulation,
                              asbestos insulation, radon gas emitting materials,
                              or other potentially hazardous materials) which
                              may have been used in the construction of the
                              improvements. However, we are not qualified to
                              detect such materials and urge the client to
                              employ an expert in the field to determine if such
                              hazardous materials are thought to exist.

Physical Condition:           The mall was observed to be in overall good
                              condition.

Comments:                     The mall is in overall good condition. We are not
                              aware of ownership undertaking an enhancement
                              program to upgrade physical features of the mall.





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                                      -50-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject is located within the taxing jurisdiction of both Nash County
and the City of Rocky Mount, North Carolina. The subject's tax parcels,
excluding the non-owned Belk store and previously sold outparcels are identified
for assessment purposes as shown in the chart below.

     A summary of the most recent assessment and taxes for the county (payable
January 1996) and the city (payable September 1995), according to the four
parcels, are exhibited below. Parcel number 100 represents contains the owned
improvements and underlying mall land. The Belk department store taxes are not
shown here as it is the responsibility of that department store. Parcel numbers
300, 301 and 301 are the three unsold outparcels.

<TABLE>
<CAPTION>
=============================================================================================
                                 Assessment/Tax Summary
- ---------------------------------------------------------------------------------------------
 No.       Description       Assessment          City Tax       County Tax          Total
=============================================================================================
<S>       <C>                  <C>             <C>              <C>              <C>        
 100      385118312755         $25,956,874     $119,409.34      $158,347.17      $277,756.51
 300      385114320744            $638,400       $2,936.64        $3,894.24        $6,830.88
 301      385118312071            $225,600       $1,037.76        $1,207.80        $2,245.56
 302      385118316296            $198,000         $910.80        $1,376.16        $2,286.96
- ---------------------------------------------------------------------------------------------
          Total                $27,018,874     $124,294.54      $164,825.37      $289,119.91
=============================================================================================
</TABLE>

     Based upon the above, the total taxes payable in September 1995 and January
1996 are $289,119.91. This equates to a tax burden of $0.63 per square foot of
owned gross leaseable area. The tax rate for Nash County is $0.61 per $100 of
assessment. The prior year's tax rate was also $0.61. The City of Rocky Mount
tax rate is lower at $0.46 per $100 of assessment. The previous year was $0.44
per $100. This represents a 4.5 percent increase in the City's tax component.
Future tax increasing are forecast in our analysis at the inflation growth rate
factor of 3.5 percent.

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                                      -51-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                     ZONING
================================================================================

     The entire subject property is located in the B-3, Business District.
Permitted uses in this district on an as-of-right basis include: several retail
uses including apparel and accessory sales, eating or drinking facilities, food
sales, hardware, home furnishings, office supplies and equipment, and
pharmaceuticals; printing and reproduction; bank, savings and loan company and
other financial activities; dry cleaning and laundry; medical office use; and
other uses. Residential and motel/hotel development are not permitted in the B-3
district.

     The minimum lot size and yard regulations are as follows:

              Minimum Lot Size                  8.5 Acres
              Yard Setbacks
                     Front                      50 feet
                     Side                       20 feet
                     Rear                       20 feet
               Maximum Height                   35 feet

     We are not experts in the interpretation of complex zoning ordinances but
the property appears to be a conforming use based on our review of public
information. The determination of compliance is beyond the scope of a real
estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.


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                                      -52-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================


Highest and Best Use Analysis

     Highest and best use analysis evaluates existing land use for the subject
property and seeks to determine if alternative uses would prove more profitable.
The definition and analysis apply specifically to the land. The analysis further
examines whether the land value at its highest and best use exceeds the total
value of the property under its existing use or as improved. Highest and best
use identifies the most profitable, competitive use to which the property can be
put. Therefore, highest and best use is a market-driven concept.

Definition

     Highest and best use is defined as follows:

     The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are legal permissibility,
     physical possibility, financial feasibility, and maximum profitability
     (Dictionary of Real Estate Appraisal, Third Edition, 1993).

     The definition indicates that there are two types of highest and best use
analysis required; the site as though vacant, and the site as currently
improved. In each case, the highest and best use must generally meet four
criteria. The use must be (1) physically possible, (2) legally permissible, (3)
financially feasible, and (4) maximally productive.

A.   Highest and Best Use of Site As Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

Physical Constraints

     The first constraint imposed on the possible use of the site is dictated by
the physical aspects of the parcel itself. Physical factors influencing the use
of the site include location, size, shape, topography, soils, abutting uses, the
availability of utilities, and other characteristics.

     The subject mall site contains 66.18 acres (including the un-owned Belk
anchor site and three outparcels). The property is located at the northwest
quadrant of Benvenue Road and U.S. Highway 301 Bypass, offering good regional
and local accessibility. Topography is generally level, with good exposure to
the site from both of these roadways. U.S. Highway 301 Bypass has experienced
steady commercial/retail development in recent years.


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                                      -53-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Highest and Best Use
================================================================================

     All necessary utilities are available to the site, including public water,
gas, electricity, and telephone services. Physical characteristics--i.e. size,
shape, subsoil conditions, and location-- support various types of development,
including commercial, retail, office, and hotel uses. Abutting uses reflect a
mix of commercial development. As discussed, this quadrant of Rocky Mount has
become a retail/commercial hub for an expanding trade area.

     Physically, the site could accommodate a number of potential uses. The
general location of the property and its relation to the Metro Rocky Mount area
is very good. Finally, there appear to be no physical constraints limiting
development of the subject property as though vacant. The site's size, location,
and configuration support a variety of possible uses, including retail, office
and hotel.

Legal Considerations 

     Legal factors influencing the highest and best use of the subject property
involve local land use guidelines, including comprehensive plans, zoning, and
building codes. The intensity of development may also be affected by surrounding
land uses, neighborhood concerns, and the local planning process.

     The subject site is zoned B-3, Business by the City of Rocky Mount. This
zoning district allows for a variety of uses, including retail businesses,
eating and drinking establishments, banks, medical offices, food stores,
furniture sales, printers and other uses.

     There are no other known land use regulations, easements, or encumbrances
which might impact development on the subject. Further, the site does not appear
to possess any significant natural, cultural, recreational, or scientific
attributes which may influence its use. Based upon this analysis, potential
legally permissible development of the subject site as though vacant would
include retail, certain service businesses and professional office assuming
proper parking requirements are met. Hotels/motels and residential uses are not
permitted.

     Considering surrounding uses, it is clear that a large-scale retail use of
the site would be most appropriate. Parking would be necessary for this use.

Financial Feasibility/Economic Considerations

     After determining those uses which are physically possible and legally
permissible, the uses considered must be analyzed in light of their financial
feasibility. For a potential use to be seriously considered, it must have the
potential to provide a sufficient return to attract investment capital over
alternative forms of investment. A positive net income or acceptable rate of
return would indicate that a use is financially feasible. Based on the foregoing
discussion, potential feasible uses for the subject site are limited to various
retail uses.

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                                      -54-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Highest and Best Use
================================================================================

     As discussed in the various locational analyses sections of this report,
the Rocky Mount MSA and the City of Rocky Mount have experienced growth in
recent years, with growth potential projected for the near-term. Considering the
site's size, location, and accessibility, we are of the opinion that the
property's highest and best use would be for a use that utilizes this location
and relies upon the draw of customers both regionally and locally. In this
sense, regional mall development would best suit the attributes of the subject
site. The overall success of the subject property supports this conclusion.
However, it is important to note that the current subject mall contains surplus
shop space. It is our conclusion that there is not sufficient demand for
occupancy of all of the currently available shop space.

Maximum Productivity

     Finally, of the financially feasible, physically possible, and legally
permissible uses considered, the use that produces the highest price or value
consistent with the rate of return warranted by the market for that use is the
highest and best use. While this test of maximum productivity implies a
quantitative analysis, it is often most qualitative and sensitive to community,
social, political, and governmental concerns.

     In the case of the subject, the site has good accessibility and exposure.
Surrounding land uses imply a retail use for the subject site, while zoning has
also focused on retail development. Convenient access and parking are also
overriding issues for potential development of the site. The subject's size and
location lead us to the conclusion that the highest and best use of the subject
property, as though vacant, is for regional mall development with surrounding
outparcel uses. As will be discussed in the highest and best use as improved,
regional mall development provides a sufficient return to the land.

     A developer mindful of the prospective lot coverage, yet savvy as to the
market's potential for absorbing new product, would consider the site's feasible
potential. Parking is an overriding constraint that dictates the ultimate size
of a potential development. Accordingly, our premise assumes that parking would
be provided to a level sufficient for the total project.

Conclusion As Though Vacant

     Based on the preceding analysis, the highest and best use of the subject
property, as though vacant, is for a regional mall development that contains
outparcels.

B.   Highest and Best Use of Property As Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained as is so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.



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                                      -55-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                       Highest and Best Use
================================================================================

Physical Constraints

     In considering the physical characteristics of the subject as improved, the
existing use must also meet criteria in order to maintain the property's highest
and best use. Existing improvements can be analyzed three ways: 1) they can be
retained as is; 2) they can be modified, altered, or rehabilitated; and 3) they
can be demolished in favor of an alternative use.

     The subject site is currently improved with an enclosed regional mall with
surface parking. The subject improvements are considered to be in good
condition. The layout and design are conducive for existing uses and the site
configuration provides good access into the property.

     There do not appear to be any other physical factors such as soil or
drainage conditions or other physical characteristics that adversely affect the
continued utility and/or existence of subject improvements. Thus, the subject
site as currently improved is a physically possible use.

Legal Considerations

     The subject site as currently improved represents a legal, conforming use.
There do not appear to be any public or private use restrictions or covenants
which adversely affect the current use of the property. Although the subject
building could legally be modified or possibly demolished for an alternative
use, this would not be a logical progression since the subject does not suffer
from prohibitive functional or physical problems which inhibit its current use.
Furthermore, the leases and operating agreements in place dictate a retail use
for the property. Therefore, the subject site, as improved, is legally
permissible.

Financial Feasibility/Economic Considerations

     As will be discussed in the Income Approach section of this report, the
subject property, as improved, is capable of producing a sufficient return to
the land. Moreover, analysis of the subject property as if vacant indicates that
the highest and best use of the site is for retail development. This
determination has been made by comparing alternative uses for the property and
establishing which use provides the greatest return to the land. Demolishing
existing improvements would not be financially feasible due to the cost involved
and the potential return an alternative use would bring. Thus, current
improvements to the subject provide the most financially feasible use of the
site.

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                                      -56-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Highest and Best Use
================================================================================

Maximum Productivity

     Based upon the foregoing analysis, the subject parcel, as currently
improved, represents the maximally productive use of the site. Although the site
could be developed with an alternative configuration by demolishing existing
improvements, this scenario would not be economically justifiable and, as a
result, fail the test of financial feasibility and maximum productivity. In our
opinion, no other use of the site would provide as great a return. It is our
opinion, however, that the long term historical vacancy of a portion of the shop
space represents structural vacancy. We do not foresee adequate near term growth
that would persuade a potential investor to project income for a portion of the
currently vacant space.

Conclusion As Improved

     The highest and best use of the subject property is therefore as currently
improved. The existing use is physically possible, legally permissible,
financially feasible, and maximally productive. Market conditions in the Rocky
Mount MSA and the City of Rocky Mount indicate demand for properties of the
subject's stature, with vacancy and rental rates which justify the financial
feasibility of existing improvements.


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                                      -57-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          VALUATION PROCESS
================================================================================

     Appraisers typically use three approaches in valuing real property: The
Cost Approach, the Income Approach and the Sales Comparison Approach. The type
and age of the property and the quantity and quality of data effect the
applicability in a specific appraisal situation.

     The Cost Approach renders an estimate of value based upon the price of
obtaining a site and constructing improvements, both with equal desirability and
utility as the subject property. Historically, investors have not emphasized
cost analysis in purchasing investment grade properties such as regional malls.
The estimation of obsolescence for functional and economic conditions as well as
depreciation on improvements makes this approach difficult at best. Furthermore,
the Cost Approach fails to consider the value of department store commitments to
regional shopping centers and the difficulty of site assemblage for such
properties. As such, a complete Cost Approach will not be employed in this
analysis due to the fact that the marketplace does not rigidly trade leased
shopping centers on a cost/value basis.

     The Sales Comparison Approach is based on an estimate of value derived from
the comparison of similar type properties which have recently been sold. Through
an analysis of these sales, efforts are made to discern the actions of buyers
and sellers active in the marketplace, as well as establish relative unit values
upon which to base comparisons with regard to the mall. This approach has a
direct application to the subject property. Furthermore, this approach has been
used to develop investment indices and parameters from which to judge the
reasonableness of our principal approach, the Income Approach. The Sales
Comparison Approach will also be used to value the three owned, vacant
outparcels.

     By definition, the subject property is considered an income/ investment
property. Properties of this type are historically bought and sold on the
ability to produce economic benefits, typically in the form of a yield to the
purchaser on investment capital. Therefore, the analysis of income capabilities
are particularly germane to this property since a prudent and knowledgeable
investor would follow this procedure in analyzing its investment qualities.
Therefore, the Income Approach has been emphasized as our primary methodology
for this valuation. This valuation concludes with a final estimate of the
subject's market value based upon the total analysis as presented herein.

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                                      -58-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================


Methodology

     The Sales Comparison Approach provides an estimate of market value by
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution, which holds that, when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, market value and price trends can be
identified. Comparability in physical, locational, and economic characteristics
is an important criterion when comparing sales to the subject property. The
basic steps involved in the application of this approach are as follows:

     1.   Research recent, relevant property sales and current offerings
          throughout the competitive marketplace;

     2.   Select and analyze properties considered most similar to the subject,
          giving consideration to the time of sale, change in economic
          conditions which may have occurred since date of sale, and other
          physical, functional, or locational factors;

     3.   Identify sales which include favorable financing and calculate the
          cash equivalent price; and

     4.   Reduce the sale prices to a common unit of comparison, such as price
          per square foot of gross leasable area sold;

     5.   Make appropriate adjustments between the comparable properties and the
          property appraised;

     6.   Interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used, market-oriented units of comparison for retail
properties such as the subject are the sale price per square foot of gross
leasable area (GLA) purchased, and the overall capitalization rate extracted
from the sale. This latter measure will be addressed in the Income Approach
which follows this methodology. An analysis of the inherent sales multiple also
lends additional support to the Sales Comparison Approach.

Market Overview

     The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REIT's). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.


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                                      -59-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which offer
good upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

     Over the past 18 +/- months, we have seen real estate investment return to
favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance companies
are also reentering the market. The re-emergence of real estate investment
trusts (REITs) has helped to provide liquidity within the real estate market,
pushing demand for well-tenanted, quality property, particularly regional malls.
Currently, REITs are one of the most active segments of the industry and are
particularly attractive to institutional investors due to their liquidity. 

     The market for dominant Class A institutional quality malls is tight, as
characterized by the limited amount of good quality product available. It is the
consensus that Class A property would trade in the 7.0 to 8.0 percent
capitalization rate range. Conversely, there are many second tier and lower
quality malls offered on the market at this time. With limited demand from a
much thinner market, cap rates for this class of malls are felt to be in the
much broader 8.5 to 15.0 percent range. Reportedly, there are 50 +/- malls on
the market currently. Pessimism about the long term viability of many of these
lower quality malls has been fueled by the recent turmoil in the retail
industry. It is felt that the subject resides on the better quality end of this
latter category.

     To better understand where investors stand in today's marketplace, we have
surveyed active participants in the retail investment market. Based upon our
survey, the following points summarize some of the more important "hot buttons"
concerning investors:

     1.   Occupancy Costs - This "health ratio" measure is of fundamental
          concern today. Investors like to see ratios under 13.0 percent and
          become quite concerned when they exceed 15.0 percent. This appears to
          be by far the most important issue to an investor today. Investors are
          looking for long term growth in cash flow and want to realize this
          growth through real rent increases. High occupancy costs limit the
          amount of upside through lease rollovers.

     2.   Market Dominance - The mall should truly be the dominant mall in the
          market, affording it a strong barrier to entry. Some respondents feel
          this is more important than the size of the trade area itself.

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                                      -60-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

     3.   Strong Anchor Alignment - Having at least three department stores, two
          of which are dominant in that market. The importance of the
          traditional department store as an anchor tenant has returned to favor
          after several years of weak performance and confusion as to the
          direction of the industry. As a general rule, most institutional
          investors would not be attracted to a two- anchor mall.

     4.   Dense Marketplace - Several of the institutional investors favor
          markets of 300,000 to 500,000 people (at least 150,000 households) or
          greater within a 5 to 7 mile radius. Population growth in the trade
          area is also very important. One advisor likes to see growth 50
          percent better than the U.S. average. Another investor cited that they
          will look at trade areas of 200,000 but that if there is no population
          growth forecasted in the market, a 50 basis point adjustment to the
          cap rate at the minimum is warranted.

     5.   Income Levels - Household incomes of $50,000+ which tends to be
          limited in many cases to top 50 MSA locations.

     6.   Good Access - Interstate access with good visibility and a location
          within or proximate to the growth path of the community.

     7.   Tenant Mix - A complimentary tenant mix is important. Mall shop ratios
          of 35 +/- percent of total GLA are considered average with 75.0 to
          80.0 percent allocated to national tenants. Mall shop sales of at
          least $250 per square foot with a demonstrated positive trend in sales
          is also considered to be important.

     8.   Physical Condition - Malls that have good sight lines, an updated
          interior appearance, and a physical plant in good shape are looked
          upon more favorably. While several developers are interested in
          turnaround situations, the risk associated with large capital
          infusions can add at least 200 to 300 basis points onto a cap rate.

     9.   Environmental Issues - The impact of environmental problems cannot be
          understated. There are several investors who won't even look at a deal
          if there are any potential environmental issues no matter how
          seemingly insignificant.

     10.  Operating Covenants - Some buyers indicated that they would not be
          interested in buying a mall if the anchor store operating covenants
          were to expire over the initial holding period. Others weigh each
          situation on its own merit. If it is a dominant center with little
          likelihood of someone coming into the market with a new mall, they are
          not as concerned about the prospects of loosing a department store. If
          there is a chance of loosing an anchor, the cost of keeping them must
          be weighed against the benefit. In many of their malls they are
          finding that traditional department stores are not always the optimum
          tenant but that a category killer or other big box use would be a more
          logical choice.

     In the following section we will discuss trends which have become apparent
over the past several years involving sales of regional malls.




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                                                                    WAKEFIELD(R)
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                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

Regional Mall Property Sales

     Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have affected
investor perceptions. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues affecting department store
anchors. Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if they
were performing satisfactorily.

     During the 1980's a number of acquisitions, hostile take-overs and
restructurings occurred in the department store industry which forever changed
the playing field. Weighted down by intolerable debt, combined with a slumping
economy and a shift in shopping patterns, the end of the decade was marked by a
number of bankruptcy filings unsurpassed in the industry's history. Evidence of
further weakening continued into 1991-1992 with filings by such major firms as
Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early 1994, Woodward
& Lothrop announced their bankruptcy involving two department store divisions
that dominate the Philadelphia and Washington D.C. markets. Recently, most of
the stores were acquired by the May Department Stores Company, effectively
ending the existence of the 134 year old Wanamaker name, the nation's oldest
department store company. More recently, however, department stores have been
reporting a return to profitability resulting from increased operating economies
and higher sales volumes. Sears, once marked by many for extinction, has more
recently won the praise of analysts. Federated Department Stores has also been
acclaimed as a text book example on how to successfully emerge from bankruptcy.
They have merged with Macy's and more recently acquired the Broadway chain to
form one of the nation's largest department store companies.

     With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

     However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

     Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. In this analysis we will show sales trends since
1991. Summary charts for the older sales (1991-1993) are provided in the
Addenda. The more recent sales (1994/1995) are provided herein. These sales are
inclusive of good quality Class A or B properties that are dominant in their
market. Also included are weaker properties in second tier cities that have a
narrower investment appeal. As such, the mall sales presented in this analysis
show a wide variety of prices on a per unit basis, ranging from $59 per square
foot up to $556 per square foot of total GLA purchased. When expressed on the
basis of mall shop GLA acquired, the range is more broadly seen to be $93 to
$647 per square foot. Alternatively, the overall


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<PAGE>


                                                  Sales Comparison Approach
================================================================================

capitalization rates that can be extracted from each transaction range from 5.60
percent to rates in excess of 11.0 percent.

     One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort unit
prices for some comparables. Other sales include only mall shop area where small
space tenants have higher rents and higher retail sales per square foot. A
shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area. A brief discussion of historical trends in
mall transactions follows.

     o    The fourteen sales included for 1991 show a mean average price per
          square foot sold of $282. On the basis of mall shop GLA sold, these
          sales present a mean of $357. Sales multiples range from .74 to 1.53
          with a mean of 1.17. Capitalization rates range from 5.60 to 7.82
          percent with an overall mean of 6.44 percent. The mean terminal
          capitalization rate is approximately 100 basis points higher, or 7.33
          percent. Yield rates range between 10.75 and 13.00 percent, with a
          mean of 11.52 percent for those sales reporting IRR expectancies.

     o    In 1992, the eleven transactions display prices ranging from $136 to
          $511 per square foot of GLA sold, with a mean of $259 per square foot.
          For mall shop area sold, the 1992 sales suggest a mean price of $320
          per square foot. Sales multiples range from .87 to 1.60 with a mean of
          1.07. Capitalization rates range between 6.00 and 7.97 percent with
          the mean cap rate calculated at 7.31 percent for 1992. For sales
          reporting a going-out cap rate, the mean is shown to be 7.75 percent.
          Yield rates range from 10.75 to around 12.00 percent with a mean of
          11.56 percent. For 1993, a total of sixteen transactions have been
          tracked. These sales show an overall average sale price of $242 per
          square foot based upon total GLA sold and $363 per square foot based
          solely upon mall GLA sold. Sales multiples range from .65 to 1.82 and
          average 1.15. Capitalization rates continued to rise in 1993, showing
          a range between 7.00 and 10.10 percent. The overall mean has been
          calculated to be 7.92 percent. For sales reporting estimated terminal
          cap rates, the mean is also equal to 7.92 percent. Yield rates for
          1993 sales range from 10.75 to 12.50 percent with a mean of 11.53
          percent for those sales reporting IRR expectancies. On balance, the
          year was notable for the number of dominant Class A malls which
          transferred.


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                                                                    WAKEFIELD(R)
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<PAGE>


                                                  Sales Comparison Approach
================================================================================

     o    Sales data for 1994 shows fourteen confirmed transactions with an
          average unit price per square foot of $197 per square foot of total
          GLA sold and $288 per square foot of mall shop GLA. Sales multiples
          range from .57 to 1.43 and average .96. The mean going-in
          capitalization rate is shown to be 8.37 percent. The residual
          capitalization rates average 8.13 percent. Yield rates range from
          10.70 to 11.50 percent and average 11.17 percent. During 1994, many of
          the closed transactions involved second and third tier malls. This
          accounted for the significant drop in unit rates and corresponding
          increase in cap rates. Probably the most significant sale involved the
          Riverchase Galleria, a 1.2 million square foot center in Hoover,
          Alabama. LaSalle Partners purchased the mall of behalf of the
          Pennsylvania Public School Employment Retirement System for $175.0
          million. The reported cap rate was approximately 7.4 percent.

     o    Cushman & Wakefield has researched 14 mall transactions for 1995. With
          the exception of Sale No. 95-1 (Natick Mall) and 95-2 (Smith Haven
          Mall), by and large the quality of malls sold are lower than what has
          been shown for prior years. For example, the average transaction price
          has been slipping. In 1993, the peak year, the average deal was nearly
          $133.8 million. Currently, it is shown to be $90.7 million which is
          even skewed upward by Sale Nos. 95-1 and 95-2. The average price per
          square foot of total GLA is calculated to be $152 per square foot. The
          range in values of mall GLA sold are $93 to $607 with an average of
          $275 per square foot. Characteristic of these lesser quality malls
          would be higher initial capitalization rates. The range for these
          transactions is 7.47 to 11. 1 percent with a mean of 9.14 percent,
          the highest average over the past five years. Most market participants
          feel that continued turmoil in the retail industry will force cap
          rates to move higher over the ensuing year.

     While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. The following chart summarizes the range and mean
for this unit of comparison by year of sale.

          =============================================================
          Transaction         Price/SF         Price/SF          Sales
              Year        Unit Rate Range        Mean          Multiple
          =============================================================
              1991           $203 - $556         $357            1.17
          -------------------------------------------------------------
              1992           $226 - $511         $320            1.07
          -------------------------------------------------------------
              1993           $173 - $647         $363            1.15
          -------------------------------------------------------------
              1994           $129 - $502         $288             .96
          -------------------------------------------------------------
              1995           $ 93 - $607         $264             .98
          =============================================================
          *   Includes all sales by each respective year.
          =============================================================

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                                      -64-

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                                                                    WAKEFIELD(R)
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<PAGE>



                                                  Sales Comparison Approach
================================================================================

     As discussed, one of the factors which may influence the unit rate is
whether or not anchor stores are included in the total GLA which is transferred.
Thus, a further refinement can be made between those malls which have
transferred with anchor space and those which have included only mall GLA. Chart
A, shown below makes this distinction.

<TABLE>
<CAPTION>
                                                      CHART A
                                                 Regional Mall Sales
                                           Involving Mall Shop Space Only
=============================================================================================================================
            1991                           1992                           1993                               1994
=============================================================================================================================
Sale        Unit        NOI      Sale      Unit      NOI        Sale      Unit      NOI          Sale        Unit       NOI
 No.        Rate      Per SF      No.      Rate     Per SF       No.      Rate     Per SF         No.        Rate      Per SF
=============================================================================================================================
<S>         <C>       <C>        <C>       <C>      <C>         <C>       <C>      <C>           <C>         <C>       <C>   
91- 1       $257      $15.93     92- 2     $348     $25.27      93- 1*    $355     $23.42        94- 1       $136      $11.70
- -----------------------------------------------------------------------------------------------------------------------------
91- 2       $232      $17.65     92- 9     $511     $33.96      93- 4     $471     $32.95        94- 3       $324      $22.61
- -----------------------------------------------------------------------------------------------------------------------------
91- 5       $203      $15.89     92-11     $283     $19.79      93- 5     $396     $28.88        94-12       $136      $14.00
- -----------------------------------------------------------------------------------------------------------------------------
91- 6       $399      $24.23                                    93- 8     $265     $20.55        94-14       $241      $18.16
- -----------------------------------------------------------------------------------------------------------------------------
91- 7       $395      $24.28                                    93-16     $268     $19.18
- -----------------------------------------------------------------------------------------------------------------------------
91- 8       $320      $19.51
- -----------------------------------------------------------------------------------------------------------------------------
91-10       $556      $32.22
- -----------------------------------------------------------------------------------------------------------------------------
Mean        $337      $21.39     Mean      $381     $26.34      Mean      $351     $25.00        Mean        $209      $16.62
=============================================================================================================================
*  Sale included peripheral GLA.
=============================================================================================================================
</TABLE>

     From the above we see that the mean unit rate for sales involving mall shop
GLA only has ranged from approximately $209 to $381 per square foot. We
recognized that these averages may be skewed somewhat by the size of the sample.
There were no 1995 transactions involving only mall shop GLA.

     Alternately, where anchor store GLA has been included in the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $227 per square foot in 1991, $213 per square foot in 1992,
$196 per square foot in 1993, $193 per square foot in 1994 and $145 per square
foot in 1995. Chart B following depicts this data.


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                                                                    WAKEFIELD(R)
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<PAGE>


                                                  Sales Comparison Approach
================================================================================

<TABLE>
<CAPTION>
                                       CHART B
                                 Regional Mall Sales
                         Involving Mall Shops and Anchor GLA
==========================================================================================
            1991                           1992                           1993            
==========================================================================================
Sale        Unit        NOI      Sale      Unit      NOI        Sale      Unit      NOI   
 No.        Rate      Per SF      No.      Rate     Per SF       No.      Rate     Per SF 
==========================================================================================
<S>         <C>       <C>        <C>       <C>      <C>         <C>       <C>      <C>   
91- 3       $156      $11.30     92- 1     $258     $20.24      93- 2     $225     $17.15
- ------------------------------------------------------------------------------------------
91- 4       $228      $16.50     92- 3     $197     $14.17      93- 3     $135     $11.14
- ------------------------------------------------------------------------------------------
91- 9       $193      $12.33     92- 4     $385     $29.43      93- 6     $224     $16.39
- ------------------------------------------------------------------------------------------
91-11       $234      $13.36     92- 5     $182     $14.22      93- 7     $ 73     $ 7.32
- ------------------------------------------------------------------------------------------
91-12       $287      $17.83     92- 6     $203     $16.19      93- 9     $279     $20.66
- ------------------------------------------------------------------------------------------
91-13       $242      $13.56     92- 7     $181     $13.60      93-10     $ 97     $ 9.13
- ------------------------------------------------------------------------------------------
91-14       $248      $14.87     92- 8     $136     $ 8.18      93-11     $289     $24.64
- ------------------------------------------------------------------------------------------
                                 92-10     $161     $12.07      93-12     $194     $13.77
- ------------------------------------------------------------------------------------------
                                                                93-13     $108     $ 9.75
- ------------------------------------------------------------------------------------------
                                                                93-14     $322     $24.10
- ------------------------------------------------------------------------------------------
                                                                93-15     $214     $16.57
- ------------------------------------------------------------------------------------------

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

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

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

- ------------------------------------------------------------------------------------------
Mean        $227      $14.25     Mean      $213     $16.01      Mean      $196     $15.51
==========================================================================================
</TABLE>



                                     CHART B
                               Regional Mall Sales
                       Involving Mall Shops and Anchor GLA
================================================================================
                1994                                       1995                 
================================================================================
Sale            Unit            NOI          Sale          Unit          NOI    
 No.            Rate          Per SF          No.          Rate         Per SF  
================================================================================
94- 2           $296          $23.12         95- 1         $410          $32.95
- --------------------------------------------------------------------------------
94- 4           $133          $11.69         95- 2         $272          $20.28
- --------------------------------------------------------------------------------
94- 5           $248          $18.57         95- 3         $ 91          $ 8.64
- --------------------------------------------------------------------------------
94- 6           $112          $ 9.89         95- 4         $105          $ 9.43
- --------------------------------------------------------------------------------
94- 7           $166          $13.86         95- 5         $ 95          $ 8.80
- --------------------------------------------------------------------------------
94- 8           $ 83          $ 7.63         95- 6         $ 53          $ 5.89
- --------------------------------------------------------------------------------
94- 9           $ 95          $ 8.57         95- 7         $ 79          $ 8.42
- --------------------------------------------------------------------------------
94-10           $155          $13.92         95- 8         $ 72          $ 7.16
- --------------------------------------------------------------------------------
94-11           $262          $20.17         95- 9         $ 96          $ 9.14
- --------------------------------------------------------------------------------
94-13           $378          $28.74         95-10         $212          $17.63
- --------------------------------------------------------------------------------
                                             95-11         $ 56          $ 5.34
- --------------------------------------------------------------------------------
                                             95-12         $ 59          $ 5.87
- --------------------------------------------------------------------------------
                                             95-13         $143          $11.11
- --------------------------------------------------------------------------------
                                             95-14         $287          $22.24
- --------------------------------------------------------------------------------
Mean            $193          $15.62         Mean          $145          $12.35
================================================================================
* Sale included peripheral GLA.                                    
================================================================================


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<PAGE>


                                                  Sales Comparison Approach
================================================================================

Analysis of Sales

     Within Charts A and B, we have presented a summary of recent transactions
(1991-1995) involving regional and super-regional-sized retail shopping malls
from which price trends may be identified for the extraction of value
parameters. These transactions have been segregated by year of acquisition so as
to lend additional perspective on our analysis. Comparability in both physical
and economic characteristics are the most important criteria for analyzing sales
in relation to the subject property. However, it is also important to recognize
the fact that regional shopping malls are distinct entities by virtue of age and
design, visibility and accessibility, the market segmentation created by anchor
stores and tenant mix, the size and purchasing power of the particular trade
area, and competency of management. Thus, the "Sales Comparison Approach", when
applied to a property such as the subject can, at best, only outline the
parameters in which the typical investor operates. The majority of these sales
transferred either on an all cash (100 percent equity) basis or its equivalent
utilizing market-based financing. Where necessary, we have adjusted the purchase
price to its cash equivalent basis for the purpose of comparison.

     As suggested, sales which include anchors typically have lower square foot
unit prices. In our discussions with major shopping center owners and investors,
we learned that capitalization rates and underwriting criteria have become
more sensitive to the contemporary issues dealing with the department store
anchors. As such, investors are looking more closely than ever at the strength
of the anchors when evaluating an acquisition.

     As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

     The subject contains 218,704+/- square feet of mall shop space together
with four anchors totaling 354,210+/- square feet. Three of the four anchor
stores are owned GLA totaling 241,253+/- square feet. Only Belk in 112,957+/-
square feet owns their own store. Therefore, we will look at the recent sales in
Chart B more closely. As a basis for comparison, we will analyze the subject
based upon projected NOI. The first year NOI has been projected to be $7.85 per
square foot (FY 1997), based upon 459,957+/- square feet of owned GLA.
Derivation of the subject's projected net operating income is presented in the
Income Approach section of this report as calculated by the Pro-Ject model. With
projected NOI of $7.85 per square foot, the subject falls toward the lower end
of the range of 1995 comparables sales. We note, however, that four of the
comparable sales posted a per square foot NOI lower than that of the subject's,
while nine of the comparable sales posted a per square foot NOI of less than
$10 per square foot. The mean was $12.35 of NOI per square foot.

     Since the income that an asset will produce has direct bearing on the price
that a purchaser is willing to pay, it is obvious that a unit price which falls
within the lower end to middle of the range indicated by the comparables would
be applicable to the subject. The subject's anticipated net income can be
initially compared to the composite mean of the annual transactions in order to
place the subject in a frame of reference. This is shown on the following chart.


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                                                  Sales Comparison Approach
================================================================================


            ==============================================================
                        Comprison to Regional Malls Sales
                        Involving Mall Shops & Anchor GLA
            ==============================================================
            Sales Year    Mean NOI    Subject Forecast      Subject Ratio
            ==============================================================
             1991          $14.25          $7.85                55.1%
             1992          $16.01          $7.85                49.0%
             1993          $15.51          $7.85                50.6%
             1994          $15.62          $7.85                50.3%
             1995          $12.35          $7.85                63.6%
            ==============================================================

     With first year NOI forecasted at approximately 49.0 to 63.6 percent of the
mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

Net Income Multiplier Method - Retail Component

     Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment behavior
regarding regional malls. In order to quantify the appropriate adjustments to
the indicated per square foot unit values, we have compared the subject's first
year pro forma net operating income to the pro forma income of the individual
sale properties. In our opinion, a buyer's criteria for the purchase of a retail
property is predicated primarily on the property's income characteristics. Thus,
we have identified a relationship between the net operating income and the sales
price of the property. Typically, a higher net operating income per square foot
corresponds to a higher sales price per square foot. Therefore, this adjustment
incorporates factors such as location, tenant mix, rent levels, operating
characteristics, and building quality.

     Provided below, we have extracted the net income multiplier from each of
the improved sales. We have included only the recent sales data (1995). The
equation for the net income multiplier (NIM), which is the inverse of the
equation for the capitalization rate (OAR), is calculated as follows:

     NIM =Sales Price
          -----------
          Net Operating Income



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<PAGE>


                                                  Sales Comparison Approach
================================================================================

                ==================================================
                        Net Income Multiplier Calculation
                ==================================================
                                                        Net Income
                Sale No.      NOI/SF       Price/SF     Multiplier
                ==================================================
                95-1          $32.95        $410           12.44
                95-2          $20.28        $272           13.41
                95-3           $8.64         $91           10.53
                95-4           $9.43        $105           11.13
                95-5           $8.80         $95           10.80
                95-6           $5.89         $53            9.00
                95-7           $8.42         $79            9.38
                95-8           $7.16         $72           10.06
                95-9           $9.14         $96           10.50
                95-10         $17.63        $212           12.02
                95-11          $5.34         $53            9.93
                95-12          $5.87         $59           10.05
                95-13         $11.11        $143           12.87
                95-14         $22.24        $287           12.90
                ==================================================
                Mean          $12.35        $145           11.07
                ==================================================

     Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOI's) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIM's are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated as the first year of the holding period, as detailed in
the Income Approach section of this report.

                           Adjusted Unit Rate Summary
                ==================================================
                              Subject    Net Income Indicated Price
                Sale No.      NOI/SF     Multiplier       $/SF
                ==================================================
                95-1           $7.85       12.44          $97.65
                95-2           $7.85       13.41         $105.27
                95-3           $7.85       10.53          $82.66
                95-4           $7.85       11.13          $87.37
                95-5           $7.85       10.80          $84.78
                95-6           $7.85        9.00          $70.65
                95-7           $7.85        9.38          $73.63
                95-8           $7.85       10.06          $78.97
                95-9           $7.85       10.50          $82.43
                95-10          $7.85       12.02          $94.36
                95-11          $7.85        9.93          $77.95
                95-12          $7.85       10.05          $78.89
                95-13          $7.85       12.87         $101.03
                95-14          $7.85       12.90         $101.27
                ==================================================
                Mean           $7.85       11.07          $86.92
                ==================================================


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<PAGE>


                                                  Sales Comparison Approach
================================================================================

     From the process above, we see that the indicated net income multipliers
range from 9.00 to 13.41 with a mean of 11.07. The adjusted unit rates range
from $70.65 to $105.27 per square foot of owned GLA with a mean of $302 per
square foot.

     We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center. Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

     Considering the characteristics of the subject relative to the above, we
believe that a unit rate range of $80 to $85 per square foot is appropriate.
Applying this unit rate range to 434,596+/- square feet of owned GLA results
in a value of approximately $36.8 million to $39.1 million for the subject as
shown:

                       459,957 SF            459,957 SF
                       x   $80               x   $85
                       ----------            ----------
                      $36,796,560           $39,096,345

           Rounded Value Estimate - Market Sales Unit Rate Comparison
                          $36,800,000 to $39,100,000

Sales Multiple Method - Retail Component

     Arguably, it is the mall shop GLA sold and its intrinsic economic profile
     that is of principal concern in the investment decision process. A myriad
     of factors influence this rate, perhaps none of which is more important
     than the sales performance of the mall shop tenants. Accordingly, the
     abstraction of a sales multiple from each transaction lends additional
     perspective to this analysis.

     The sales multiple measure is often used as a relative indicator of the
reasonableness of the acquisition price. As a rule of thumb, investors will look
at a sales multiple of 1.0 as a benchmark, and will look to keep it within a
range of .75 to 1.25 times mall shop sales performance unless there are
compelling reasons why a particular property should deviate.

     The sales multiple is defined as the sales price per square foot of mall
GLA divided by average mall shop sales per square foot. As this reasonableness
test is predicated upon the economics of the mall shops, technically, any income
(and hence value) attributed to anchors that are acquired with the mall as
tenants should be segregated from the transaction. As an income (or sales)
multiple has an inverse relationship with a capitalization rate, it is
consistent that, if a relatively low capitalization rate is selected for a
property, it follows that a correspondingly above-average sales (or income)
multiple be applied. In most instances, we are not privy to the anchor's
contributions to net income. As such, the sales multiples reported may be
slightly distorted to the extent that the imputed value of the anchor's
contribution to the purchase price has not been segregated.

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                                     -70- 

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

                       =================================
                             Sales Multiple Summary
                       =================================
                                    Going-in      Sales
                       Sale No.       OAR       Multiple
                       =================================
                       95-1           8.04%        1.46
                       95-2           7.47%        1.04
                       95-3           9.50%        1.02
                       95-4           9.00%        1.09
                       95-5           9.23%        0.83
                       95-6          11.10%        0.60
                       95-7          10.70%        1.31
                       95-8          10.00%        0.61
                       95-9           9.53%        0.89
                       95-10          8.31%        1.57
                       95-11          9.50%        0.39
                       95-12         10.03%        0.62
                       95-13          7.79%        1.06
                       95-14          7.76%        1.23
                       =================================
                       Mean           9.14%        0.98
                       =================================

     The sales that are being compared to the subject show sales multiples that
range from 0.39 to 1.57 with a mean of about 0.98. As is evidenced, the more
productive malls with higher sales volumes on a per square foot basis tend to
have higher sales multiples. Furthermore, the higher multiples tend to be in
evidence where an anchor(s) is included in the sale.

     Based upon its 1995 performance, the subject is projected to produce
average sales of $245 per square foot during fiscal year 1997 for all reporting
mall shop tenants based upon our forecasted growth rates.

     In the case of the subject, the majority of the anchor stores are included
in the salable GLA. As such, we would be inclined to utilize a multiple
somewhat below the mean indicated by the sales. Additionally, the historical
vacancy of the subject's mall shop space, which is projected to continue to
average approximately 15 percent through the holding period, also supports the
selection of a lower multiple. Applying a ratio of say, 0.65 to 0.75 percent to
the forecasted sales of $245 per square foot, the following range in value is
indicated.

   Unit Sales Volume (Mall Shops)          $245                $245
   Sales Multiple                  x       0.65       x        0.70
                                   ------------       -------------
   Adjusted Unit Rate                      $159                $172

   Mall Shop GLA                   x    218,704       x     218,704
                                   ------------       -------------
   Value Indication                 $34,700,000         $37,600,000

     The analysis shows an adjusted value range of approximately $34.7 to $37.6
million. Inherent in this exercise are mall shop sales which are projections
based on our investigation into the market which might not fully measure
investor's expectations. It is clearly difficult to


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>

                                                   Sales Comparison Approach
================================================================================

project with any certainty what the mall shops might achieve in the future.
While we may minimize the weight we place on this analysis, it does,
nonetheless, offer a reasonableness check against the other methodologies.

     Giving consideration to all of the above, the following value range is
warranted for the subject property based upon the sales multiple analysis.

                     Estimated Value - Sales Multiple Method
                      Rounded to $34,700,000 to $37,600,000

     ----------
     Conc1usion
     ----------

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. The subject has good comparable sales levels compared to its
peers, with a typical anchor alignment and fair representation of national
tenants.

     After considering all of the available market data in conjunction with the
characteristics of the subject property, the indices of investment that
generated our value ranges are as follows:

Unit Price Per Square Foot

     Salable SF:                        459,957+/-

     Price Per SF of Salable Area:      $80 to $85

     Indicated Value Range:             $36,800,000 to $39,100,000

Sales Multiple Analysis

     Indicated Value Range              $34,700,000 to $37,600,000

     The parameters above show a value range of approximately $34.7 to $39.1
million for the subject.

     Based on our total analysis, relative to the strengths and weaknesses of
each methodology, it would appear that the Sales Comparison Approach indicates a
market value within the more defined range of $37.0 to $39.0 million for the
subject as of June 1, 1996.






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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
================================================================================

Outparcel Land Valuation

     The subject has three available outparcels which are .90, .94 and 2.66
acres in size. To date, four outparcels have been sold. A summary of three of
these previously sold parcels is presented below.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                         Golden East Crossing
                                                           Outparcel Sales
- ---------------------------------------------------------------------------------------------------------------------------
Current Use                  Sale Date         Size             Size (SF)       Sale Price           Sale           Sale
                                             (Acres)                                               Price PSF      Price Per
                                                                                                                    Acre
- ---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>                 <C>             <C>                  <C>         <C>     
Applebee's Restaurant          1989           1.02+/-            44,431          $300,000             $6.75       $294,118

Perkin's Restaurant            1992           1.00+/-            43,560          $333,986             $7.67       $333,986

New York Carpet World          1994           0.90+/-            39,204          $300,000             $7.65       $333,000
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The two smaller available parcels are located with frontage along U.S.
Route 301 Bypass. This is similar to the above three sales. All are accessed by
the mall's interior ring road. The larger 2.66 acre parcel is located in an
inferior location at the southeast corner of Jeffries Road and Benvenue Road.
Benvenue has significantly less traffic than U.S. Route 301 Bypass.

     In establishing the market value of the three available parcels, the above
three sales as well as three additional sales and two offerings were considered.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                         Rocky Mount
                                                 Route 301 Bypass Area Land Sales
- ---------------------------------------------------------------------------------------------------------------------------
Current Use                  Sale Date         Size             Size (SF)       Sale Price           Sale           Sale
                                             (Acres)                                               Price PSF      Price Per
                                                                                                                    Acre
- ---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                 <C>             <C>                  <C>         <C>     
Krispy Kreme                 1993            0.80+/-             34,848          $365,000             $10.47      $456,250

Waffle House                  1995           0.64+/-             27,878          $350,000             $12.55      $546,875

Ragazzi's Pizza               1995           1.00+/-             43,560          $400,000              $9.18      $400,000

Tiffany Square              Current          1.58+/-             68,825          $453,000              $6.58      $286,709
Offerings                                    1.64+/-             71,438          $550,000              $7.70      $335,366
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                        
     Adjustments were considered for differences in market conditions, size,
location, utility and negotiability. The pre 1993 sales have been adjusted
upward to reflect improved commercial land sale conditions.

     With respect to size adjustments, all factors constant, the smaller land
parcels sell for higher unit values than larger parcels. Therefore, relative
adjustment are necessary for size.

     The locations of the subject and comparison parcels vary. The rear and
largest parcel is inferior to the Route 301 Bypass frontage parcels. This near
subject parcel is similar to the Tiffany Square interior positioned offerings.
The other comparable parcels that have direct frontage and access to Route 301
Bypass, versus the subject's ring road access, are superior in this respect.

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

     After considering the above factors, the conclusions of value for the
subject outparcels are as follows:

                    0.90 acre parcel @ $350,000/acre        $315,000
                    0.94 acre parcel @ $350,000/acre        $330,000
                    2.66 acre parcel @ $350,000/acre        $400,000

                    The total market value of the outparcel is $1,045,000


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            INCOME APPROACH
================================================================================

Introduction

     The Income Approach is based upon the economic principle that the value of
a property capable of producing income is the present worth of anticipated
future net benefits. The net income projected is translated into a present value
indication using the capitalization process. There are various methods of
capitalization that are based on inherent assumptions concerning the quality,
durability and pattern of the income projection. Where the pattern of income is
irregular due to existing leases that will terminate at staggered, future dates,
or to an absorption or stabilization requirement on a newer development,
discounted cash flow analysis is the most accurate.

     Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion (the estimated property value at the end of the
projection period). The estimated value of the reversion at the end of the
projection period is based upon capitalization of the next year's projected net
operating income. This is the more appropriate method to use in this assignment,
given the step up in lease rates and the long term tenure of retail tenants.

     A second method of valuation, using the Income Approach, is to directly
capitalize a stabilized net income based on rates extracted from the market or
built up through mortgage equity analysis. This is a valid method of estimating
the market value of the property as of the achievement of stabilized operations.
In the case of the subject, the capitalization process will be used for
valuation "at stabilization".

Discounted Cash Flow Analysis

     The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted into a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current rent
roll, as well as the rental market for similar properties. Second, the projected
expenses incurred in generating these gross revenues are deducted. Finally, the
residual net income is discounted into a capital sum at an appropriate rate
which is then indicative of the subject property's current value in the
marketplace.

     In this Income Approach to the valuation of the subject, we have utilized a
10-year holding period for the investment with the cash flow analysis
commencing on June 1, 1996. Although an asset such as the subject has a much
longer useful life, investment analysis becomes more meaningful if limited to a
time period considerably less than the real estate's economic life, but of
sufficient length for an investor. A 10-year holding period for this investment
is long enough to model the asset's performance and benefit from its lease-up
and performance, but short enough to reasonably estimate the expected income and
expenses of the real estate. It is noted that discounting will be done fiscally
as of June 1, 1996.

     The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

the market for this type of real estate establish certain parameters in the
computation of these cash flows and criteria for decision making which this
valuation analysis must include if it is to be truly market-oriented. These
current computational parameters are dependent upon market conditions in the
area of the subject property as well as the market parameters for this type of
real estate which we view as being national in scale.

     By forecasting the anticipated income stream and discounting future value
at reversion into a current value, the capitalization process may be applied to
derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject. In this regard, we see the
subject as a long term investment opportunity for a competent owner/developer.

     An analytical real estate computer model that simulates the behavioral
aspects of property and examines the results mathematically is employed for the
discounted cash flow analysis. In this instance, it is the PRO-JECT Plus+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand. On the Facing Page is a summary of the
expected annual cash flows from the operation of the subject over the stated
investment holding period. It is noted that the exhibited cash flow is presented
on a calendar year basis for ease of comparison to the historical operating
statements and budget for the subject property. A fiscal year cash flow
commencing June 1, 1996 is presented on the following facing page.

     A general outline summary of the major steps involved may be listed as
follows:

     1.   Analysis of the income stream: establishment of an economic (market)
          rent for tenant space; projection of future revenues annually based
          upon existing and pending leases; probable renewals at market rentals;
          and expected vacancy experience;
                     
     2.   Estimation of a reasonable period of time to achieve stabilized
          occupancy of the existing property and make all necessary improvements
          for marketability;

     3.   Analysis of projected escalation recovery income based upon an
          analysis of the property's history as well as the experiences of
          reasonably similar properties;

     4.   Derivation of the most probable net operating income and pre-tax cash
          flow (net income less reserves, tenant improvements, leasing
          commissions and any extraordinary expenses to be generated by the
          property) by subtracting all property expenses from the effective
          gross income; and

     5.   Estimation of a reversionary sale price based upon capitalization of
          the net operating income (before reserves, tenant improvements and
          leasing commissions or other capital items) at the end of the
          projection period.

     Following is a detailed discussion of the components which form the basis
of this analysis.



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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Potential Gross Revenues

     The total potential gross revenues generated by the subject property are
composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon a percentage of retail sales;
reimbursement of certain expenses incurred in the ownership and operation of the
real estate; and other miscellaneous revenues.

     The minimum base rent represents a legal contract establishing a return to
investors in the real estate, while the passing of certain expenses onto tenants
serves to maintain this return in an era of continually rising costs of
operation. Additional rent based upon a percentage of retail sales experienced
at the subject property serves to preserve the purchasing power of the residual
income to an equity investor over time. Finally, miscellaneous income adds an
additional source of revenue in the complete operation of the subject property.
In the initial year of the investment, fiscal year 1997, it is projected that
the subject property will generate approximately $5,471,412 in potential gross
revenues, equivalent to $11.90 per square foot of total appraised (owned) GLA
of 459,957+/- square feet. These forecasted revenues may be allocated to the
following components:


        =================================================================
                         Revenue Summary-Retail Component
                  Initial Year of Investment (Fiscal Year 1997)
        =================================================================
        Revenue Component          Amount       Unit Rate*   Income Ratio
        =================================================================
        Minimum Rent             $3,409,265        $7.41          62.31%
        Overage Rent               $370,654        $0.81           6.77%
        Expense Recoveries       $1,620,910        $3.52          29.63%
        Miscellaneous Income        $70,583        $0.15           1.29%
        Total                    $5,471,412       $11.90         100.00%
        =================================================================
                * Reflects total owned GLA of 459,957
        =================================================================

Minimum Rental Income

     Minimum rent produced by the subject property is derived from that paid by
the various tenant types. The projection utilized in this analysis is based upon
the actual rent roll and our projected leasing schedule in place as of the date
of appraisal, together with our assumptions as to the absorption of the vacant
space, market rent growth, and renewal/turnover probability. We have also made
specific assumptions regarding deals that are in progress and have a strong
likelihood of coming to fruition. In this regard, we have worked with management
and leasing personnel to analyze each pending deal on a case by case basis. We
have incorporated all executed leases in our analysis as well as those leases
which are out-for-signature. These transactions represent a reasonable and
prudent assumption from an investor's standpoint.

     The rental income which an asset such as the subject property will generate
for an investor is analyzed as to its quality, quantity and durability. The
quality and probable duration of income will affect the amount of risk which an
informed investor may expect over the property's useful life. Segregation of the
income stream along these lines allows us to control the variables related to
the center's forecasted performance with greater accuracy. Each tenant type
lends itself to a specific weighting of these variables as the risk associated
with each varies.

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                                     -77- 

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

     The minimum rents forecasted at the subject property are essentially
derived from mall tenant revenues consisting of all in-line mall shops. In our
investigation and analysis of the marketplace, we have surveyed, and ascertained
where possible, rent levels being commanded by competing centers. However, it
should be recognized that large retail shopping centers are generally considered
to be separate entities by virtue of age and design, accessibility, visibility,
tenant mix, and the size and purchasing power of its trade area. Consequently,
the best measure of minimum rental income is its actual rent roll leasing
schedule.

     As such, our a analysis of recently negotiated leases for new and
relocation tenants at the subject provides important insight into perceived
market rent levels for the mall. In so much as a tenant's ability to pay rent is
based upon expected sales achievement, the level of negotiated rents is directly
related to the individual tenant's perception of their expected performance at
the mall.

In-Line Shops

     Our analysis of market rent levels for in-line shops has resolved itself to
a variety of influencing factors. Although it is typical that larger tenant
spaces are leased at lower per square foot rates and lower percentages, the type
of tenant as well as the variable of location within the mall can often distort
this size/rate relationship.

     The following chart presents an analysis of in-line shop rents based upon
existing leases.

================================================================================
                             1996 Leases in Place *

Size     Category            Annualized Rent       Applicable GLA    Rent SF
================================================================================
<          750 SF                 $123,240                 4,334       $28.44
  750 -  1,200 SF               $362,821                14,910       $24.33
1,201 -  2,000 SF               $279,463                16,669       $16.77
2,001 -  3,500 SF               $768,084                53,116       $14.46
3,501 -  5,000 SF               $454,899                31,150       $14.60
5,001   10,000 SF               $349,128                36,500        $9.57
>       10,000 SF               $250,053                17,474       $14.31
Total                         $2,587,688               174,153       $14.86
================================================================================
*    Includes all leases projected for calendar year 1996. Partial year tenants
     have been annualized to reflect 12 months.
================================================================================

     As can be seen, lease rates generally have an inverse relationship with
suite size and show an overall average rent of $23.44 per square foot. The chart
exhibited on this and the following Facing Pages presents an overview of leases
by size category, including all signed leases and leases out-for-signature.

     Category 1 (Tenants < 750 SF) - This category shows seven total leases
     ranging from $12.60 to $56.81 per square foot in rent. There are three
     recent leases in this category, including two month to month tenants with
     lease rates of $12.60 and $31.24, and Sunglass Hut, at $56.81 per square
     foot. Recent leases yield a


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

     weighted average rent of $30.07 per square foot. Excluding the recent month
     to month lease of local tenant Keep in Touch at $12.61 per square foot, the
     overall range is from $20 to $56.81 per square foot. The overall weighted
     average is $28.36 per square foot. The highest rent in this grouping is the
     recent lease to Sunglass Hut International, which occupies 440+/- square
     feet. Excluding the Keep in Touch lease, the lower end of the range in this
     category is formed by Claires Boutique and Great American Chocolate, with
     each tenant paying a base rent of $20.00 per square foot.

     Category 2 (Tenants 750 - 1,200 SF) - Tenants in this grouping show rents
     from $7.35 to $45.00 per square foot in base rent. There are two recent
     leases in this category, one of which, VIP Formal Wear, is a month to month
     tenant paying $7.35 per square foot. Afterthoughts entered into a long-term
     lease at a flat base rent of $23.21 per square foot. The overall weighted
     average for this category is $24.33 per square foot. Excluding the two
     month to month tenants, Carousel Children in 810+/- square feet at $9.25
     per square foot and VIP Formal Wear in 1,044+/- square feet, a range of
     $14.00 to $45.00 per square foot results. The highest rents in this
     grouping have been jewelry tenants which generally have higher expected
     sales, and pay between $35.00 and $45.00 per square foot

     Category 3 (Tenants 1,201 - 2,000 SF) - There are two recent leases in this
     category, one of which, Dokar, is a month to month tenant paying $7.78 per
     square foot. Kids Footlocker entered into a long term lease at $25.00 per
     square foot. Overall, tenants in this grouping show rents of $7.78 to
     $30.66 per square foot. Again, the lower end of this range represents
     leases to month to month tenants. Excluding these month to month tenants,
     lease rates in this category range from a percentage rent only lease
     (Bombay Company) to $30.66 paid by Friedman's Jewelry, with an overall
     weighted average of $16.77 per square foot.

     Category 4 (Tenants 2,001 - 3,500 SF) - There are three recent leases in
     this category, ranging from $12.00 to $17.00 per square foot. Overall, this
     category shows a weighted average rent of $14.46 per square foot. These
     leases form a range in rental rates of from $10.00 to $25.01 per square
     foot. Unlike the smaller tenant space categories, no month to month tenants
     are found in this tenant grouping.

     Category 5 (Tenants 3,501 - 5,000 SF) - There are four recent leases within
     this category, ranging from $16.00 to $18.00 per square foot. The overall
     range for this category is $12.00 to $18.00 per square foot, with an
     overall weighted average rent is $14.60 per square foot. Again, no month to
     month tenants are found in this category.

     Category 6 (Tenants > 5,000 - 10,000 SF) - Record Town, in 5,452+/- square
     feet at a flat base rent of $5.92 per square foot, is the only recent lease
     in this category. This category contains a total six leases which range
     from $5.02 per square foot to $16.00 per square foot. The overall weighted
     average rent is $9.57 per square foot.

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

     Category 7 (Tenants > 10,000 SF) -Carmike Cinema, in 17,474+/- square
     feet, is the only mall tenant in this category. This 1987 lease commenced
     at an initial rent of $14.31 per square foot, which escalates to $17.17 per
     square foot over the term.

     Overall, the average attained rent for all lease commitments and leases
out-for-signature ranges from an initial rent per square foot rent of $14.83
escalating to $16.06 for the final rent per square foot. The calendar year 1996
weighted average rent is $14.86 per square foot. The highest attained rents are
from tenants in Category 1 (Tenants < 750 SF).

Market Comparisons - Occupancy Cost Ratios

     In further support of developing a forecast for market rent levels, we have
undertaken a comparison of minimum rent to projected sales and total occupancy
costs to sales ratios. Generally, our research and experience with other
regional malls shows that the ratio of minimum rent to sales falls within the
7.0 to 10.0 percent range in the initial year of the lease, with 7.5 percent to
8.5 percent being most typical. By adding additional costs to the tenant, such
as real estate tax and common area maintenance recoveries, a total occupancy
cost may be derived. Expense recoveries and other tenant charges can add up to
100 percent of minimum rent and comprise the balance of total tenant costs.

     The typical range for total occupancy cost-to-sales ratios falls between
11.0 and 15.0 percent. As a general rule, where sales exceed $250 to $275 per
square foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy.
Experience and research show that most tenants will resist total occupancy costs
that exceed 15.0 to 18.0 percent of sales. However, ratios of upwards to 20.0
percent are not uncommon. Obviously, this comparison will vary from tenant to
tenant and property to property.

     In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically be
more inclined to pay higher initial base rents. Obviously, the opposite would be
true for poorer performing centers in that tenants would be squeezed by the thin
margins related to below average sales. With fixed expenses accounting for a
significant portion of the tenants contractual obligation, there would be little
room left for base rent.

     In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past year. This
information is provided on the Following Page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

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                                      -80-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
================================================================================================================================

OCCUPANCY COST ANALYSIS/COMPARISON
Cushman & Wakefield, Inc.

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

No. Area Location                State   Budget Year    Year Built    No. Stories   Total GLA    Shop GLA  Avg. Rent  Recoveries    
================================================================================================================================
<S> <C>                            <C>      <C>         <C>                <C>      <C>           <C>        <C>        <C>        
 -  ULI-Super-Regional Malls       US       1995            -              -          999,544     342,260    $16.30       $8.72     
- --------------------------------------------------------------------------------------------------------------------------------
 -  ULI-Regional Malls             US       1995            -              -          582,893     261,553    $12.05       $5.82     
- --------------------------------------------------------------------------------------------------------------------------------
 -  ICSC-All Enclosed Malls        US       1995            -              -          582,893     261,553    $12.05       $5.82     
- --------------------------------------------------------------------------------------------------------------------------------
 -  ICSC-Malls > 1,000,000sf       US       1995            -              -        1,206,874     407,060    $20.01      $12.57     
================================================================================================================================
 1  Saratoga County MSA            NY       1995        1990/91/93         1          656,501     256,668    $15.79      $15.54     
- --------------------------------------------------------------------------------------------------------------------------------
 2  Syracuse MSA                   NY       1995         1954/96           2        1,035,525     410,818    $17.00      $12.90     
- --------------------------------------------------------------------------------------------------------------------------------
 3  Syracuse MSA                   NY       1995         1988/94           1          776,571     311,557    $17.00      $12.12     
- --------------------------------------------------------------------------------------------------------------------------------
 4  Rochester MSA                  NY       1995         1967/93           2        1,533,574     495,040    $18.00      $13.03     
- --------------------------------------------------------------------------------------------------------------------------------
 5  Jefferson County MSA           NY       1995         1986/93           1          635,765     209,873    $21.96      $15.89     
- --------------------------------------------------------------------------------------------------------------------------------
 6  Buffalo MSA                    NY       1996         1985/89           1          753,105     285,771    $19.67      $14.83     
- --------------------------------------------------------------------------------------------------------------------------------
 7  White Plains MSA               NY       1995         1980/93           4          882,689     326,774    $34.00      $25.31     
- --------------------------------------------------------------------------------------------------------------------------------
 8  Fairfield County MSA           CT       1995         1986/91           2        1,270,146     499,868    $32.00      $17.20     
- --------------------------------------------------------------------------------------------------------------------------------
 9  Meriden MSA                    CT       1994         1971/94           2          711,626     292,877    $27.00      $14.20     
- --------------------------------------------------------------------------------------------------------------------------------
10  Worcester County MSA           MA       1996         1971/87           1          445,875     182,372    $22.36      $14.93     
- --------------------------------------------------------------------------------------------------------------------------------
11  Boston MSA                     MA       1995         1980/93           1          322,120     155,080    $18.50      $17.40     
- --------------------------------------------------------------------------------------------------------------------------------
12  Bristol County MSA             MA       1995           1992            2        1,005,595     349,107    $21.50      $22.09     
- --------------------------------------------------------------------------------------------------------------------------------
13  Bristol County MSA             MA       1995         1987/89           2          967,363     374,630    $31.00      $21.71     
- --------------------------------------------------------------------------------------------------------------------------------
14  Essex County MSA               MA       1995         1993/94           2          863,344     329,065    $36.95      $11.27     
- --------------------------------------------------------------------------------------------------------------------------------
15  Kingston MSA                   MA       1994         1989/92           1          771,007     295,562    $18.44      $14.32     
- --------------------------------------------------------------------------------------------------------------------------------
16  Burlington MSA                 VT       1995        1979/89/92         1          490,424     185,398    $23.00       $9.51     
- --------------------------------------------------------------------------------------------------------------------------------
17  Bucks County MSA               PA       1995         1968/75           1          348,309     305,212    $19.35      $10.00     
- --------------------------------------------------------------------------------------------------------------------------------
18  Monmouth County MSA            NJ       1994        1990/91/94         2        1,153,396     525,741    $31.00      $15.70     
- --------------------------------------------------------------------------------------------------------------------------------
19  Westminster MSA                MD       1995         1987/94           1          524,964     193,557    $16.74      $17.93     
- --------------------------------------------------------------------------------------------------------------------------------
20  Washington-Baltimore           MD       1995         1979/93           2          661,639     245,217    $22.10      $19.86     
- --------------------------------------------------------------------------------------------------------------------------------
21  Baltimore MSA                  MD       1995         1956/91           1          863,376     242,376    $19.87      $14.93     
- --------------------------------------------------------------------------------------------------------------------------------
22  Prince William City, MSA       VA       1995         1972/96           1          716,796     278,494    $21.50      $15.11     
- --------------------------------------------------------------------------------------------------------------------------------
23  Arlington MSA                  VA       1994           1986            4          491,057     222,800    $28.00      $12.98     
- --------------------------------------------------------------------------------------------------------------------------------
24  Bloomingdate MSA               IL       1995        1981/88/91         2        1,292,186     427,609    $21.84      $10.37     
- --------------------------------------------------------------------------------------------------------------------------------
25  Minneapolis MSA                MN       1995         1962/94           1          982,228     201,561    $21.00      $22.51     
- --------------------------------------------------------------------------------------------------------------------------------
26  Genesee County MSA             MI       1995         1980/93           1          451,036     230,625    $16.00       $9.01     
- --------------------------------------------------------------------------------------------------------------------------------
27  Indianapolis MSA               IN       1995         1968/87           1        1,239,059     260,359    $22.43       $9.00     
- --------------------------------------------------------------------------------------------------------------------------------
28  Tampa MSA                      FL       1995           1995            1          977,047     359,579    $27.00      $12.77     
- --------------------------------------------------------------------------------------------------------------------------------
29  Plantation MSA                 FL       1995         1979/93           1        1,004,061     282,952    $28.22      $12.40     
- --------------------------------------------------------------------------------------------------------------------------------
30  Miami MSA                      FL       1995           1982            1        1,120,827     290,385    $29.36      $16.55     
- --------------------------------------------------------------------------------------------------------------------------------
31  Coral Springs MSA              FL       1995         1984/96           1        1,171,127     293,183    $25.90      $11.55     
- --------------------------------------------------------------------------------------------------------------------------------
32  North/Central Kansas           KS       1995         1987/90           1          400,307     185,324    $14.97      $10.31     
- --------------------------------------------------------------------------------------------------------------------------------
33  Amarillo MSA                   TX       1995         1982/86           1          889,508     316,190    $18.00       $7.53     
- --------------------------------------------------------------------------------------------------------------------------------
34  Las Vegas MSA                  NV       1995           1992            1          241,580     241,580    $91.50      $22.04     
- --------------------------------------------------------------------------------------------------------------------------------
35  Las Vegas MSA                  NV       1994         1981/93           2          819,374     286,936    $35.00      $13.21     
- --------------------------------------------------------------------------------------------------------------------------------
36  Knoxville MSA                  TN       1995         1972/94           1        1,333,018     382,150    $23.80      $14.00     
- --------------------------------------------------------------------------------------------------------------------------------
37  Nashville MSA                  TN       1995           1990            2          716,462     373,662    $15.25      $13.30     
- --------------------------------------------------------------------------------------------------------------------------------
38  Riverside County MSA           CA       1995         1970/91           1        1,044,536     411,640    $22.59      $17.00     
- --------------------------------------------------------------------------------------------------------------------------------
39  Orange County MSA              CA       1994         1975/94           1          810,470     273,970    $21.00      $10.28     
- --------------------------------------------------------------------------------------------------------------------------------
40  Bellingham MSA                 WA       1994           1988            1          769,187     337,557    $20.85      $12.54     
- --------------------------------------------------------------------------------------------------------------------------------
41  Seattle MSA                    WA       1995         1979/95           1        1,012,754     311,019    $27.35       $7.86     
================================================================================================================================

    Survey Mean:                                                                      833,950     304,724    $23.89      $13.86     

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

<CAPTION>
- --------------------------------------------------------------------------------------
No. Area Location                   Avg. Sales    Rent-Sales   Total Cost     Location 
======================================================================================
<S> <C>                               <C>            <C>         <C>          <C>     
 -  ULI-Super-Regional Malls          $203.09        8.0%        12.3%        -        
- --------------------------------------------------------------------------------------
 -  ULI-Regional Malls                $176.16        6.8%        10.1%        -        
- --------------------------------------------------------------------------------------
 -  ICSC-All Enclosed Malls           $176.16        6.8%        10.1%        -        
- --------------------------------------------------------------------------------------
 -  ICSC-Malls > 1,000,000sf          $271.64        7.4%        12.0%        -        
- --------------------------------------------------------------------------------------
 1  Saratoga County MSA               $194.00        8.1%        16.1%        Suburban 
- --------------------------------------------------------------------------------------
 2  Syracuse MSA                      $208.00        8.2%        14.4%        Suburban 
- --------------------------------------------------------------------------------------
 3  Syracuse MSA                      $198.00        8.6%        14.7%        Suburban 
- --------------------------------------------------------------------------------------
 4  Rochester MSA                     $247.00        7.3%        12.6%        Suburban 
- --------------------------------------------------------------------------------------
 5  Jefferson County MSA              $231.00        9.5%        16.4%        Suburban 
- --------------------------------------------------------------------------------------
 6  Buffalo MSA                       $250.00        7.9%        13.8%        Suburban 
- --------------------------------------------------------------------------------------
 7  White Plains MSA                  $380.00        8.9%        15.6%        Suburban 
- --------------------------------------------------------------------------------------
 8  Fairfield County MSA              $425.00        7.5%        11.6%        Suburban 
- --------------------------------------------------------------------------------------
 9  Meriden MSA                       $333.00        8.1%        12.4%        Suburban 
- --------------------------------------------------------------------------------------
10  Worcester County MSA              $288.00        7.8%        12.9%        Suburban 
- --------------------------------------------------------------------------------------
11  Boston MSA                        $208.00        8.9%        17.3%        Urban    
- --------------------------------------------------------------------------------------
12  Bristol County MSA                $280.00        7.7%        15.6%        Suburban 
- --------------------------------------------------------------------------------------
13  Bristol County MSA                $404.00        7.7%        13.0%        Suburban 
- --------------------------------------------------------------------------------------
14  Essex County MSA                  $350.00       10.6%        13.8%        Suburban 
- --------------------------------------------------------------------------------------
15  Kingston MSA                      $211.00        8.7%        15.5%        Suburban 
- --------------------------------------------------------------------------------------
16  Burlington MSA                    $294.00        7.8%        11.1%        Suburban 
- --------------------------------------------------------------------------------------
17  Bucks County MSA                  $239.00        8.1%        12.3%        Suburban 
- --------------------------------------------------------------------------------------
18  Monmouth County MSA               $338.00        9.2%        13.8%        Suburban 
- --------------------------------------------------------------------------------------
19  Westminster MSA                   $228.00        7.3%        15.2%        Suburban 
- --------------------------------------------------------------------------------------
20  Washington-Baltimore              $285.00        7.8%        14.7%        Suburban 
- --------------------------------------------------------------------------------------
21  Baltimore MSA                     $214.00        9.3%        16.3%        Suburban 
- --------------------------------------------------------------------------------------
22  Prince William City, MSA          $236.00        9.1%        15.5%        Suburban 
- --------------------------------------------------------------------------------------
23  Arlington MSA                     $300.00        9.3%        13.7%        Urban    
- --------------------------------------------------------------------------------------
24  Bloomingdate MSA                  $250.00        8.7%        12.9%        Suburban 
- --------------------------------------------------------------------------------------
25  Minneapolis MSA                   $262.00        8.0%        16.6%        Suburban 
- --------------------------------------------------------------------------------------
26  Genesee County MSA                $219.00        7.3%        11.4%        Suburban 
- --------------------------------------------------------------------------------------
27  Indianapolis MSA                  $235.00        9.5%        13.4%        Suburban 
- --------------------------------------------------------------------------------------
28  Tampa MSA                         $300.00        9.0%        13.3%        Suburban 
- --------------------------------------------------------------------------------------
29  Plantation MSA                    $314.00        9.0%        12.9%        Suburban 
- --------------------------------------------------------------------------------------
30  Miami MSA                         $355.00        8.3%        12.9%        Suburban 
- --------------------------------------------------------------------------------------
31  Coral Springs MSA                 $284.00        9.1%        13.2%        Suburban 
- --------------------------------------------------------------------------------------
32  North/Central Kansas              $212.00        7.1%        11.9%        Suburban 
- --------------------------------------------------------------------------------------
33  Amarillo MSA                      $200.00        9.0%        12.8%        Suburban 
- --------------------------------------------------------------------------------------
34  Las Vegas MSA                   $1,183.00        7.7%         9.6%        Urban    
- --------------------------------------------------------------------------------------
35  Las Vegas MSA                     $405.00        8.6%        11.9%        Urban    
- --------------------------------------------------------------------------------------
36  Knoxville MSA                     $333.00        7.1%        11.4%        Suburban 
- --------------------------------------------------------------------------------------
37  Nashville MSA                     $180.00        8.5%        15.9%        Suburban 
- --------------------------------------------------------------------------------------
38  Riverside County MSA              $250.00        9.0%        15.8%        Suburban 
- --------------------------------------------------------------------------------------
39  Orange County MSA                 $270.00        7.8%        11.6%        Suburban 
- --------------------------------------------------------------------------------------
40  Bellingham MSA                    $238.00        7.4%        11.8%        Suburban 
- --------------------------------------------------------------------------------------
41  Seattle MSA                       $325.00        8.4%        10.8%        Suburban 
======================================================================================

    Survey Mean:                      $289.51        8.3%        13.4%                 
                                   
======================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     From this analysis we see that the ratio of base rent to sales ranges from
7.1 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to 17.3
percent when all recoverable expenses are included. The surveyed mean for the
malls and industry standards analyzed is 8.3 percent and 13.4 percent,
respectively. Some of the higher ratios are found in older malls situated in
urban areas that have higher operating structures due to less efficient layout
and designs, older physical plants, and higher security costs, which in some
malls can add upwards of $2.00 per square foot to common area maintenance.

     These relative measures can be compared with two well known publications,
The Score (1996) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1995) by the Urban Land Institute. The most recent
publications indicate base rent-to-sales ratios of approximately 7.0 to 8.0
percent and total occupancy cost ratios of 10.1 and 12.3 percent, respectively.

     In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

     Conclusion - Market Rent Estimate for In-Line Shops

     Previously in the Retail Market Analysis section of this report, we
discussed the subject's sales potential. In light of our total analysis, we have
forecasted average sales of $245 per square foot for all mall shop tenants for
calendar year 1996. Based upon a ratio of 7.0 to 8.0 percent, an average rent
for the subject between $17 and $20 is indicated.

     The following chart presents a comparison of existing lease commitments and
our projected market rental rates for each size category at the property.


================================================================================
                        Rent Comparisons and Conclusions
         Size Category          Leases in Place  Recent Leases    C&W Conclusion
================================================================================
        <         750 SF            $28.33           $30.07           $30.00
          750 - 1,200 SF            $23.90           $14.66           $25.00
        1,201 - 2,000 SF            $16.63           $17.43           $20.00
        2,001 - 3,500 SF            $14.42           $14.10           $15.00
        3,501 - 5,000 SF            $13.20           $13.71           $15.00
        5,001  10,000 SF            $9.57            $5.92           $10.00
        >      10,000 SF            $14.31               NA            $8.00
     Weighted Average               $14.86           $13.78           $15.05
================================================================================
* Includes all leases projected for calendar year 1996. Partial year tenants
have been annualized to reflect full 12 months.
================================================================================

     After considering all of the above, we have developed a weighted average
rental rate of approximately $15.05 per square foot based upon a relative
weighting of tenant space by size. We note that while the industry average of
7.0 to 8.0 percent of average retail sales indicates an average rent in the $17
to $20 per square foot range, recent leases reflect an average weighted rent of
only $14.77 per square foot, while all leases projected to be in place during
calendar year 1996 yield an average weighted rent of only $14.86 per square
foot. The

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

                                      -82-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================


average rent is a weighted average rent for all in-line mall tenants only. This
average market rent has been allocated to space as shown on the Facing Page.

Occupancy Cost - Test of Reasonableness

     Our weighted average rent can next be tested against total occupancy costs
in the mall based upon the standard recoveries for new mall tenants. Our total
occupancy cost analyses can be found on the following chart.

================================================================================
                          Total Occupancy Cost Analysis
                   Tenant Cost                           Estimated Expenses(SF)
================================================================================
       Economic Base Rent-Mall Shops                              15.05
       (Weighted Average)
       Occupancy Costs (A)
                    Common Area Maintenance (1)                   $6.21
                    Real Estate Taxes (2)                         $1.14
                    Water/Sewer Charge                            $0.22
                    Marketing Charge (3)                          $1.50
       Total Tenant Costs                                        $24.12
       Projected Average Sales                                  $245.00

       Rent to Sales Ratio                                        8.14%
       Cost of Occupancy Ratio                                    9.84%
================================================================================
          (A)  Costs that are occupancy sensitive will
               decrease for new tenants on a unit rate basis
               as lease-up occurs.
          (1)  CAM expense is based on gross occupied area
               (GLOA). Generally, the standard lease clause
               provides for CAM to be passed through with a
               15.0 administrative fee less certain
               exclusions including anchor contributions.
               The standard denominator is based on occupied
               area. A complete discussion of the standard
               recovery formula is presented later in this
               report.
          (2)  Tax estimate is based upon gross occupied
               area (GLOA), with floor of 15 vacancy of mall
               shop space, which is the recovery basis for
               taxes. 
          (3)  Not included in discounted cash flow
               projections.
================================================================================


     Total costs, on average, are shown to be 9.84 percent of projected average
1996 retail sales. While this is slightly below industry averages, we feel this
is quite reasonable. It is our opinion that the subject's location within a
tertiary market, together with historically high mall shop vacancy, will
continue to be an advantage to mall shop tenants in securing a favorable lease
rate relative to achievable sales per square foot. It is noted that CAM and tax
recoveries are tied to occupancy and that these costs will be reduced with
increased occupancy.

================================================================================
                                                                                
                                      -83-                                      

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
                                                                                


<PAGE>


                                                            Income Approach
================================================================================

Food Court

     The subject has a small food court area that has a total of 6 spaces
comprising 3,939 square feet. Five of the six spaces are currently leased and
one, 461 square foot unit is vacant.

Concessions

     Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitor's. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants that
are having trouble leasing, as well as older centers that are losing tenants to
new malls in their trade area. Management reports that free rent has been a part
of recent new leases, especially with the national tenants. Renewal leases have
not required a free rent concession.

     We do believe that it will be necessary to offer free rent in new deals at
the subject. Accordingly, we have allowed for 3 months free rent for all vacant
spaces expected to be leased. We have, also made rather liberal allowances for
tenant workletters which acts as a form of inducement to convince a tenant to
locate at the subject. These allowances are liberal to the extent that ownership
has been relatively successful in leasing space "as is" to tenants in their
other malls. We have made allowances of $10.00 per square foot to new
tenants/future turnover space. We have also ascribed a rate of $2.00 per square
foot to renewal space. This assumption offers further support for the new and
renewal leasing at the subject.

Absorption

     As of the date of analysis, the subject property had approximately 41,253+-
square feet vacant within sixteen in-line spaces. An additional 18,135 square
feet of temporary tenants (6,364 SF), month-to-month tenants (6,276 SF) and
short term renewals (5,495 SF) causes a potential vacancy of 59,388 SF or 27
percent of the mall shop area. Realizing that the subject has had a historically
high vacancy, and there are no near term prospects for filling all of the vacant
space, a structural vacancy factor of 12 percent has been forecast. This figure
of 12 percent together with a global vacancy/collection loss consideration of
2.5 percent leads to a 14.5 percent figure. Given additional rollover downtime
between leases, the effective vacancy is higher. Temporary and month-to-month
tenants are assumed to remain at this current rent structure for a one year
period and then reflect market rental rates.

     In forecasting the scheduled absorption of the vacant space, we have
considered conversations with the property's general manager, as well as recent
leasing activity that has taken place over the past two years. We have projected
the lease-up of the property's vacant space over an approximate one and one-half
year period commencing in January 1997. Again, approximately 25,361 square feet
is never leased in our projection period to account for structural vacancy. The
following chart details our lease-up projections.


================================================================================
                                                                                
                                      -84-                                      
                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
                                                                                
<PAGE>

                                                            Income Approach
================================================================================

                     ============================================
                               Absorption Schedule
                              Golden East Crossing
                     ============================================
                                                     Projected
                      Suite         Size (SF)       Lease-up Date
                     ----------  ---------------  ---------------
                      1112            2,691            1/1997
                     ----------  ---------------  ---------------
                      3016            3,335            1/1997
                     ----------  ---------------  ---------------
                      3018            4,361            1/1998
                     ----------  ---------------  ---------------
                      6018              440            1/1997
                     ----------  ---------------  ---------------
                      6022            2,540            1/1998
                     ----------  ---------------  ---------------
                      8010              461            1/1997
                     ----------  ---------------  ---------------
                      Total          13,828
                     ==========  ===============  ===============

Anchor Tenants

     Three of the four anchor tenants at the subject property are owned in
conjunction with the shop space. All three are obligated to pay rent. All four
tenants pay different common area contribution as will be discussed in a
subsequent section.

Rent Growth Rates

     Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income growth shows that projections generally range between 3.0 and
4.0 percent for retail centers. Cushman & Wakefield's Winter 1995 survey of
pension funds, REITs, bank and insurance companies, and institutional advisors
reveals that current income forecasts are utilizing average annual growth rates
between zero and 5.0 percent. The low and high mean is shown to be 2.8 and 3.9
percent, respectively. (see Addenda for survey results). The Peter F. Korpacz
Investor Survey (Fourth Quarter 1995) shows slightly more conservative results
with average annual rent growth of 3.16 percent.

     It is not unusual in the current environment to see investors structuring
no growth or even negative growth in the short term. The Rocky Mount
metropolitan area in general performed satisfactorily through the last
recession. As shown in the Retail Market Analysis section, Comparable Sales for
shop space have increased 14.08 percent, 5.76 percent, 3.11 percent and 0.75 in
the past four years. Sales at the subject have consistently grown at the subject
over the past five years. The past two years were very flat growth years,
however, demographics in the subjects trade area remain positive, with potential
for growth.

     The tenants' ability to pay rent is closely tied to its increases in sales.
However, rent growth can be more impacted by competition and managements desire
to attract and keep certain tenants that increase the mall's synergy and appeal.
We have forecasted the following rent growth.

================================================================================
                                                                                
                                      -85-                                      

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

             =====================================================
                      Market Rent Growth Rate Forecast
             =====================================================
                     Period             Annual Growth Rate
             =====================  ==============================
             1996 - 1997                      0%
             ---------------------  ------------------------------
             1998                             2%
             ---------------------  ------------------------------
             Thereafter                       3%
             =====================================================
             * Indicated growth rate over the previous year's rent
             =====================================================

Releasing Assumption

     The typical lease term for new in-line retail leases in centers such as the
subject generally ranges from five to twelve years. Market practice dictates
that it is not uncommon to get rent bumps throughout the lease terms either in
the form of fixed dollar amounts or a percentage increase based upon changes in
some index, usually the Consumer Price Index (CPI). Often the CPI clause will
carry a minimum annual increase and be capped at a higher maximum amount.

     For new leases in the regional malls, ten year terms are most typical.
Essentially, the developer will deliver a "vanilla" suite with mechanical
services roughed in and minimal interior finish. This allows the retailer to
finish the suite in accordance with their individual specifications. Because of
the up-front costs incurred by the tenants, they require a ten year lease term
to adequately amortize these costs. In certain instances, the developer will
offer some contribution to the cost of finishing out a space over and above a
standard allowance. A ten year lease term is consistent with recent leasing.

     Upon lease expiration, it is our best estimate that there is a 70.0 percent
probability that an existing tenant will renew their lease while the remaining
30.0 percent will vacate their space at this time. An exception to this
assumption exists with respect to existing tenants who, at the expiration of
their lease, have sales that are substantially below the mall average and have
no chance to ever achieve percentage rent. In these instances, it is our
assumption that there is a 100 percent probability that the tenant will vacate
the property.

     As stated above, it is not uncommon to get increases in base rent over the
life of a lease. Our global market assumptions for mall shop tenants may be
summarized as shown below.

================================================================================
                               Renewal Assumptions
================================================================================
                Lease                       Free        Tenant          Lease
Tenant Type     Term        Rent Steps      Rent      Alterations    Commissions
============  ========= ================= ========== ============== ============
 Mall Shops    10 yrs    10% in 5th year     No           Yes             Yes
================================================================================

     Upon lease rollover/turnover, space is forecasted to be released at the
higher of the last effective rent (defined as minimum rent plus overage rent if
any) and the ascribed market rent as detailed previously increasing by our
market rent growth rate assumption.

Conclusion - Minimum Rent

     In the initial full year of the investment (FY 1997), it is projected that
the subject property will produce approximately $3,409,265 in minimum rental
income. This estimate of base rental

================================================================================
                                                                                
                                      -86-                                      

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach     
================================================================================

income is equivalent to $7.41 per square foot of total owned GLA. Alternatively,
minimum rental income accounts for 63.9 percent of all potential gross revenues.
Further analysis shows that over the holding period (1997-2007), minimum rent
advances at an average compound annual rate of 3.22 percent. This increase is a
synthesis of the mall's modest projected lease-up, fixed rental increases, as
well as market rents from rollover or turnover of space.

Overage Rent

     In addition to minimum base rent, many tenants at the subject property have
contracted to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Many leases have a natural
breakpoint although a number have stipulated breakpoints. The average overage
percentage for small space retail tenants is in a range of 5.0 to 6.0 percent.

     Traditionally, it takes a number of years for a retail center to mature and
gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting the equity investor against
inflation.

     In the Retail Market Analysis section of this report, we discussed the
forecasted sales levels for the mall tenants. It is difficult to predict the
accuracy what sales will be on an individual tenant level. Overage rent is
derived at the subject by some tenants paying percentage rent without a base (in
lieu of base rent) and by overages, caused by sales exceeding breakpoints. The
fiscal 1997 overage rent is $370,654.

Sales Growth Rates - Retail Component

     In the Retail Market Analysis section of this report, we discussed that
comparable retail store sales at the subject property have increased between
1991 and 1993, while showing more stabilized growth in the ensuing two years. We
anticipate flat sales growth in 1996 and growth thereafter.

     Retail sales in the Rocky Mount MSA have been increasing at a compound
annual rate of 5.05 percent per annum since 1990, according to Sales and
Marketing Management. According to both the Cushman & Wakefield and Korpacz
surveys, major investors are looking at a range of growth rates of 0 percent
initially to a high of 5 percent in their computational parameters. Most
typically, growth rates of 3 percent to 4 percent are seen in these surveys.

     Nationally, total retail sales have been increasing at a compound annual
rate of 6.2 percent since 1980 and 4.9 percent per annum since 1990. Between
1990 and 1994, GAFO sales have grown at a compound annual rate of 5.83 percent
per year. Through 2000, total retail sales are forecasted to increase by 4.12
percent per year nationally, while GAFO sales are projected to grow by 5.04
percent annually.

     After considering all of the above, combined with our assessment of
competition in the subject market, we have forecasted sales growth based upon
the following schedule.

================================================================================
                                                                                
                                      -87-                                      

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach     
================================================================================

                ======================================
                        Sales Growth Rate Forecast
                ======================================
                Period Annual              Growth Rate
                =================  ===================
                   1996                      0.0%
                -----------------  -------------------
                   1997                      2.0%
                -----------------  -------------------
                   Thereafter                3.0%
                =================  ===================

Expense Reimbursement/Miscellaneous Income

     By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real estate
taxes, common area maintenance (CAM), and water/sewer recovery. There is no HVAC
tenant area utility charge from the mall owner because all tenants have their
own HVAC units and are separately metered. Miscellaneous income is essentially
derived from specialty leasing, and other charges. In the first full year of the
investment, it is projected that the subject property will generate
approximately $1,620,910 in reimbursements for these operating expenses and
$70,583 in other miscellaneous income.

Common Area Maintenance

     Under the standard lease, mall tenants pay their pro-rata share of the
balance of the CAM expense after anchor and ring road outparcel tenant
contributions are deducted and an administrative fee is added. Provided below is
a summary of the standard clause that exists for a new tenant at the mall.

==============  ================================================================
                  Common Area Maintenance Recovery Calculation
==============  ================================================================
  CAM Expense   Actual hard cost for year exclusive of interest and depreciation
- --------------  ----------------------------------------------------------------
  Add           Administrative Fee
- --------------  ----------------------------------------------------------------
  Less          Contributions from department stores and developed outparcels
- --------------  ----------------------------------------------------------------
  Equals:       Net pro-ratable CAM billable to mall tenants on the basis of
                gross occupied area (GLOA).
- --------------  ----------------------------------------------------------------

     As discussed, department stores will be obligated to pay contributions
toward common area maintenance costs. It should be noted that total major
contributions consist of a pro rata share of exterior CAM or a fixed CAM amount,
plus a charge for HVAC usage. The following chart presents a summary of their
payments.

================================================================================
                                                                                
                                      -88-                                      

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                                             Income Approach
================================================================================
<TABLE>
<CAPTION>
                                                       Anchor Contributions 
====================================================================================================================================
                                                                                                             Projected 1996
    Tenant           Area        Annual Rent                  Contribution                                      Amount
====================================================================================================================================
<S>               <C>           <C>               <C>              <C>                                <C>                <C>        
  J.C. Penny       85,172 SF     $327,912.24      Int/Ext CAM:     $.30/sf yr. 1-10;                  Rent:              $327,912.24
                                and 1.5% over                      $.40/sf yrs. 11-20;                CAM:                   $25,552
                                 $16,395,612                       $.50/sf yrs 21-30;                 Taxes:                 $18,690
                                   sales                           $.60/sf thereafter                 
                                                  R.E. Taxes:      Increase in taxes over base
                                                                   (average of 1st 3 yrs.)
====================================================================================================================================
     Sears         89,564 SF     $268,692 and     Ext CAM:         $22,391, 1st 5 yrs. with           Rent:              $268,692.00
                                  2.5% over                        increase of $4,478.20 every 5      CAM:                   $30,869
                                 $10,747,680                       five yrs. for 20  yrs. then        Taxes:                 $20,270
                                                                   $8,956.40  increase every 5        
                                                                   years thereafter.
                                                                   $4,000/year
                                                                   After 2nd year, pro rata share
                                                  Int. CAM:        above base amount.
                                                  R.E. Taxes:
====================================================================================================================================
Roses (Brody's)    69,960 SF     $280,000 and     CAM:             $14,000 (yrs 1-5);                 Rent:                 $284,898
                                  $4,898 for                       $24,500 (yrs 6-10);                CAM:                   $35,000
                                insurance plus                     $35,000 (yrs 11-15);               Taxes:                 $44,279
                                  2.5% above                       $49,000 (yrs 16-20) 
                                 $11,200,000      R.E. Taxes:      Net, pro-rata share                
                                  gross sales                                                         
====================================================================================================================================
     Belk         112,957 SF      No Rent Due     Int/Ext CAM:     $28,239 flat charge                Rent:                     None
                                                                                                      CAM:                   $28,239
                                                  R.E. Taxes:      None                               Taxes:              Direct Pay
====================================================================================================================================
</TABLE>

Real Estate Taxes

     Mall tenants pay real estate tax recoveries based upon a pro-rata share of
the expense, less major and developed outparcel tenant contributions. The
pass-through is based upon pro-rata share of gross occupied area (GLOA).

HVAC/Utilities

     Tenants are separately metered and have their own roof top heating/cooling
units. Therefore, the mall owner does not charge this expense.

Miscellaneous Income

     Sources of miscellaneous revenues include temporary kiosk rentals,
forfeited security deposits, phone revenues, and interest income. Our forecast
for these additional revenues is net of a provision for vacancy and credit loss.
Overall, it is our assumption that these other revenues will increase by 2.0
percent per annum over the holding period.

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

                                      -89-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>





                                                            Income Approach
================================================================================

Allowance for Vacancy and Credit Loss

     The investor of an income producing property is primarily interested in the
cash revenues that an income-producing property is likely to produce annually
over a specified period of time rather than what it could produce if it were
always 100 percent occupied with all tenants paying rent in full and on time. It
is normally a prudent practice to expect some income loss, either in the form of
actual vacancy or in the form of turnover, non-payment or slow payment by
tenants. We have reflected a 2.5 percent stabilized contingency for both
stabilized and unforeseen vacancy and credit loss. Please note that this vacancy
and credit loss provision is applied to all mall tenants equally.

     In this analysis we have also forecasted that there is a 70.0 percent
probability that an existing tenant will renew their lease. Upon turnover, we
have forecasted that rent loss equivalent to six months would be incurred to
account for the time and/or costs associated with bringing space back on line.
Thus, minimum rent as well as overage rent and certain other income has been
reduced by this forecasted probability.

     We have calculated the effect of the total provision of vacancy and credit
loss on the owned gross leasable area. Through the 10 years of this cash flow
analysis, the total allowance for vacancy and credit loss, including provisions
for downtime, ranges from a low of 8.87 percent of total potential gross
revenues to a high of 15.33 percent (1996). On average, the total allowance for
vacancy and credit loss over the 11 year projection period averages 10.16
percent of these revenues.


      ==================================================================
                               Total Rent Forecast
      ==================================================================
       Year     Physical Vacancy       Global Vacancy     Total Vacancy*
      ==================================================================
      1996               12.83%                2.50%              15.33%
      1997                8.85%                2.50%              11.35%
      1998                7.36%                2.50%               9.86%
      1999                6.81%                2.50%               9.31%
      2000                6.73%                2.50%               9.23%
      2001                6.69%                2.50%               9.19%
      2002                6.41%                2.50%               8.91%
      2003                6.37%                2.50%               8.87%
      2004                6.59%                2.50%               9.09%
      2005                6.73%                2.50%               9.23%
      2006                7.95%                2.50%              10.45%
      2007                8.60%                2.50%              11.10%
      Avg.                7.66%                2.50%              10.16%
      ==================================================================
      *   Includes global vacancy provision for unseen vacancy and
          credit loss as well as weighted downtime provision of lease
          turnover.
      ==================================================================
                     
     On balance, the aggregate deductions of all gross revenues reflected in
this analysis are based upon overall long-term market occupancy levels and are
considered what a prudent investor would allow for credit loss. The remaining
sum is effective gross income which an informed investor may anticipate the
subject property to produce. We believe this is reasonable in light of overall
vacancy in this subject's market area as well as the current leasing structure
at the subject.

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

                                      -90-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Effective Gross Income - Retail Component

     In the initial full year of the investment, FY 1997, effective gross
revenues ("Total Income" line on cash flow) are forecasted to amount to
approximately $5,337,274, equivalent to $11.61 per square foot of total owned
GLA.

================================================================================
               Effective Gross Revenue Summary - Retail Component
                 Initial Year of Investment - Fiscal Year 1997
================================================================================
                                   Aggregate Sum      Unit Rate     Income Ratio
================================================================================
    Potential Gross Income           $ 5,471,417        $11.90          100.0%
- --------------------------------------------------------------------------------
Less: Vacancy and Credit Loss        ($  134,138)       ($0.29)           2.5%
- --------------------------------------------------------------------------------
    Effective Gross income           $ 5,337,274        $11.61           97.5%
================================================================================

Expenses

     Total expenses incurred in the production of income from the subject
property are divided into two categories reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes, and
common area maintenance. Non-reimbursable expenses associated with the subject
property include certain general and administrative expenses, ownership's
contribution to the merchants association/ marketing fund, management charges,
and miscellaneous expenses. Other expenses include a reserve for the replacement
of short-lived capital components, alteration costs associated with bringing
space up to occupancy standards, leasing commissions, and a provision for
capital expenditures.

     The various expenses incurred in the operation of the subject property have
been estimated from information provided by a number of sources. We have
reviewed the subject's component operating budget prepared by management. This
information is provided in the Addenda. We have compared this information to
published data which are available, as well as comparable expense information.
Finally, this information has been tempered by our experience with other
regional shopping centers.

Reimbursable Operating Expenses

     We have analyzed each item of expense individually and attempted to project
what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial year of the
investment holding period.

     Common Area Maintenance - This expense category includes the annual cost of
     miscellaneous building maintenance contracts, recoverable labor and
     benefits, security, insurance, landscaping, cleaning and janitorial,
     exterminating, supplies, trash removal, exterior lighting, common area
     energy, gas and fuel, equipment rental, interest and depreciation, and
     other miscellaneous charges. As discussed, the standard lease agreement
     allows management to pass along the CAM expense to tenants on the basis of
     occupied area with the addition of a 15.0 percent administrative fee.

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

                                      -91-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

     Management has budgeted a stabilized common area maintenance expense of
     $1,131,989 in 1996, or $5.18 per square foot of mall GLA (218,704+/- square
     feet). This cost is summarized as follows:

             =============================================================
                                                           Per Sq.  Ft. of
             Budget Year              CAM Expense           Mall Shop GLA
             =============================================================
               1996                    $1,131,989              $5.18
             =============================================================

     Provided on the Facing Page chart is a comparison of CAM expense rates at
     other regional malls. As can be seen, common area maintenance costs range
     from $3.73 to $13.20 per square foot. The survey mean is $6.76. Other
     properties in the south reflect CAM expenses between $4.74 and $6.46 per
     square foot.

     Overall, we believe that CAM expense projections for the subject are
     reasonable. For our analysis, we have utilized a CAM expense of $1,115,718
     in 1996 and grown this amount by 3.5 percent per annum in the ensuing years
     of the cash flow.

     Real Estate Taxes - The projected taxes to be incurred in 1996 are
     projected to be $291,116. As discussed, the standard recovery for this
     expense is charged on the basis of gross occupied area of non-anchor mall
     tenant GLA, less majors contributions. For a complete discussion of the
     subjects real estate taxes, please refer to the Real Property Taxes and
     Assessment section of the report.

Non-Reimbursable Expenses
  
     Total non-reimbursable expenses at the subject property are projected from
accepted practices and industry standards. Again, we have analyzed each item of
expenditure in an attempt to project what the typical investor in a property
similar to the subject would consider reasonable, based upon actual operations,
informed opinion, and experience. The following is a detailed summary and
discussion of non-reimbursable expenses incurred in the operation of the subject
property for the initial year. Expenses are forecasted to increase 3.5 percent
per annum, through the remainder of the holding period.

     General and Administrative - Expenses related to the administrative aspects
     of the mall include costs particular to operation of the mall, including
     salaries, travel and entertainment, and dues and subscriptions. A provision
     is also made for professional services (legal and accounting fees and other
     professional consulting services). In 1996, we reflect general and
     administrative expenses of $89,334, or $0.41 per square foot of mall shop
     GLA.

     Marketing - These costs relate to ownership's contribution to the merchant
     association which is net of tenant contributions. In 1996, marketing costs
     are forecasted to amount to $38,986, or $0.18 per square foot.


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

                                      -92-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

     Miscellaneous - This catch-all category is provided for various
     miscellaneous and sundry expenses that ownership will typically incur. Such
     items as unrecovered repair costs, preparation of suites for temporary
     tenants, certain non-recurring expenses, expenses associated with
     maintaining vacant space, and bad debts in excess of our credit loss
     provision would be included here. In 1996, these miscellaneous items are
     forecasted to amount to $30,000.

     Management - The annual cost of managing the subject property is projected
     to be 3.0 percent of minimum and percentage rent. In the initial year of
     our analysis, this amount is shown to be $113,398. Alternatively, this
     amount is equivalent to approximately 2.1 percent of effective gross
     income. Our estimate is reflective of a typical management agreement with a
     firm in the business of providing professional management services. This
     amount is considered typical for a retail complex of this size. Our
     investigation into the market for this property type indicates an overall
     range of fees of 3 to 5 percent. Since we have reflected a structure where
     ownership separately charges leasing commissions, we have used the lower
     end of the range as providing for compensation for these services.

     Alterations - The principal component of this expense is ownership's
     estimated cost to prepare a vacant suite for tenant use. At the expiration
     of a lease, we have made a provision for the likely expenditure of some
     monies on ownership's part for tenant improvement allowances. In this
     regard, we have forecasted a cost of $10.00 per square foot for turnover
     space (initial cost growing at expense growth rate) weighted by our
     turnover probability of 30.0 percent. We have forecasted a rate of $2.00
     per square foot for renewal (rollover) tenants, based on a renewal
     probability of 70.0 percent. The blended rate based on our 70/30 turnover
     probability is therefore $4.40 per square foot. These costs are forecasted
     to increase at our implied expense growth rate.

     Leasing Commissions - Leasing services have been included as part of an all
     inclusive management fees. However, within our analysis we have provided
     for each of these services separately. A typical leasing structure is $3.50
     per square foot for new tenants and $1.50 per square foot for renewal
     tenants. These rates are increased by $0.50 and $0.25 per square foot,
     respectively, every five years. This structure implies a payout up front at
     the start of a lease. The cost is weighted by our 70/30 percent
     renewal/turnover probability. Thus, upon lease expiration, a leasing
     commission charge of $2.10 per square foot would be incurred.

     Replacement Reserves - It is customary and prudent to set aside an amount
     annually for the replacement of short-lived capital items such as the roof,
     parking lot and certain mechanical items. The repairs and maintenance
     expense category has historically included some capital items which have
     been passed through to the tenants. This appears to be a fairly common
     practice among most malls. However, we feel that over a holding period some
     repairs or replacements will be needed that will not be passed on to the
     tenants. For purposes of this report, we have estimated an expense of
     approximately $0.20 per square foot of owned GLA during the first year
     ($91,991), thereafter increasing by our expense growth rate.

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

                                      -93-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================


     Capital Repairs - We have allocated an additional capital funding of
     $100,000 per year to allow for periodic renovation of common areas.


Expense Growth Rates - Retail Component

     Expense growth rates are generally forecasted to be more consistent with
inflationary trends than with competitive market forces. The Winter 1995 Cushman
& Wakefield survey of regional malls found the low and high mean from each
respondent to be 3.75 percent. The Fourth Quarter 1995 Korpacz survey reports
that the range in expense growth rates runs from 3.0 percent to 5.0 percent with
an average of 3.98 percent, down 13 basis points from one year ago. Expenses are
forecasted to grow by 3.5 percent per annum over the remainder of the holding
period.

Net Income/Net Cash Flow - Retail Component



     The total expenses of the subject property, including alterations,
commissions, capital expenditures, and reserves, are annually deducted from
total income, thereby leaving a residual net operating income or net cash flow
to the investors in each year of the holding period before debt service. In the
initial year of investment, the net operating income is forecasted to be equal
to approximately $3.61 million which is equivalent to 67.6 percent of effective
gross income. Deducting other expenses including capital items results in a net
cash flow before debt service of approximately $2.96 million.


================================================================================
                                OPERATING SUMMARY
                           INITIAL YEAR OF INVESTMENT
================================================================================
                              Aggregate Sum      Unit Rate*     Operating Ratio
================================================================================
Effective Gross Income        $5,337,274          $11.60           100.0%
Operating Expenses            $1,728,193          $ 3.76            32.4%
Net Operating Income          $3,609,081          $ 7.85            67.6%
Other Expenses                $  646,825          $ 1.41            12.1%
Cash Flow                     $2,962,256          $ 6.44            55.5%
================================================================================
      *    Based on total owned GLA of 459,957
================================================================================

Investment Parameters

     After projecting the income and expense components of the subject property,
investment parameters must be set in order to forecast property performance over
the holding period. These parameters include the selection of capitalization
rates (both initial and terminal) and application of the appropriate discount or
yield rate, also referred to as the internal rate of return (IRR).

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

                                      -94-


                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Selection of Capitalization Rates

     Overall Capitalization Rate

     The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are also affected by the existing leasing schedule of the
property, the strength or weakness of the local rental market, the property's
position relative to competing properties, and the risk/return characteristics
associated with competitive investments.

     For retail properties, the trend has been for rising capitalization rates.
We feel that much of this has to do with the quality of the product that has
been selling. Sellers of the better performing dominant Class A malls have been
unwilling to waver on their pricing. Many of the malls which have sold over the
past 18 to 24 months are found in less desirable second or third tier locations
or represent turnaround situations with properties that are posed for expansion
or remerchandising. With fewer buyers for the top performing assets, sales have
been somewhat limited.


================================================================================
                          Overall Capitalization Rates
                               Regional Mall Sales
================================================================================
Year                  Range                   Mean         Basis Point Change
================================================================================
1988              5.00% - 8.00%               6.16%                --
1989              4.58% - 7.26%               6.05%               -11
1990              5.06% - 9.11%               6.33%               +28
1991              5.60% - 7.82%               6.44%               +11
1992              6.00% - 7.97%               7.31%               +87
1993              7.00% -10.10%               7.92%               +61
1994              6.98% -10.29%               8.37%               +45
1995              7.47% -11.10%               9.14%               +79
================================================================================

     The data above shows that, with the exception of 1989, the average cap rate
has shown a rising trend each year Between 1988 and 1989, the average rate
declined by 11 basis points. This was partly a result of dramatically fewer
transactions in 1989 as well as the sale of Woodfield Mall at a reported cap
rate of 4.58 percent. In 1990, the average cap rate jumped 28 basis points to
6.33 percent. Among the 16 transactions we surveyed that year, there was a
marked shift of investment criteria upward, with additional basis point risk
added due to the deteriorating economic climate for commercial real estate.
Furthermore, the problems with department store anchors added to the perceived
investment risk.

     Much of the buying over the past 18 to 24 months has been opportunistic
acquisitions involving properties selling near or below replacement cost. Many
of these properties have languished due to lack of management focus or
expertise, as well as a limited ability to make the necessary capital
commitments for growth. As these opportunities become harder to find, we believe
that investors will again begin to focus on the stable returns of the dominant
Class A product. 

     The Cushman & Wakefield's Winter 1995 survey reveals that going-in cap
rates for regional shopping centers range between 7.0 and 9.0 percent with a low
average of 7.47 and

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

                                      -95-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

high average of 8.25 percent, respectively; a spread of 78 basis points.
Generally, the change in average capitalization rates over the Spring 1995
survey shows that the low average decreased by 3 basis points, while the upper
average increased by 15 points. Terminal, or going-out rates are now averaging
8.17 and 8.83 percent, representing a decrease of 22 basis points and 23 basis
points, from Spring 1995 averages.


<TABLE>
<CAPTION>

========================================================================================================================
                                           Cushman & Wakefield Valuation Advisory Services
                                            National Investor Survey - Regional Malls (%)
========================================================================================================================
Investment                 Winter 1994                        Spring 1996                         Winter 1995
                 -------------------------------------------------------------------------------------------------------
Parameters             Low              High              LOW              High              LOW                High
========================================================================================================================
<S>              <C>              <C>                <C>              <C>              <C>                 <C>          
OAR/Going-in      6.50 - 9.50      7.50 - 9.50        7.00 - 8.50      7.50 - 8.50       7.00 - 8.00        7.50 - 9.00
                      7.6              8.4                7.50             8.1               7.47               8.25
- ------------------------------------------------------------------------------------------------------------------------
OAR/Terrninal     7.00 - 9.50      7.50 - 10.50       7.50 - 8.75      8.00 -  9.25     7.00 - 9.00         8.00 - 10.00
                      8.0              8.8                7.95             8.6              8.17                8.83
- ------------------------------------------------------------------------------------------------------------------------
     IRR         10.00 - 11.50    10.00 - 13.00      10.00 - 11.50    11.00 - 12.00    10.00 - 11.50       10.50 - 12.00
                     10.5             11.5               10.70            11.4             10.72               11.33
========================================================================================================================
</TABLE>


     The Fourth Quarter 1995 Peter F. Korpacz survey finds that cap rates have
remained relatively stable. They recognize that there is extreme competition for
the few premier malls that are offered for sale which should exert downward
pressure on rates. However, most of the available product is B or C quality
which are not attractive to most institutional investors. The survey did,
however, note a dramatic change for the top tier investment category of 20 to 30
true "trophy" assets in that investors think it is unrealistic to assume that
cap rates could fall below 7.0 percent.


<TABLE>
<CAPTION>

====================================================================================================
                          NATIONAL REGIONAL MALL MARKET
                               FOURTH QUARTER 1995
====================================================================================================
        KEY INDICATORS                      CURRENT                  LAST
     Free & Clear Equity IRR                QUARTER                 QUARTER              YEAR AGO
- ----------------------------------------------------------------------------------------------------
<S>                                      <C>                    <C>                   <C>    
RANGE                                    10.00%-14.00%           10.00%-14.00%         10.00%-14.00%
AVERAGE                                       11.55%                11.55%                 11.60%
- ----------------------------------------------------------------------------------------------------
CHANGE (Basis Points)                             -                    0                      -5
- ----------------------------------------------------------------------------------------------------
Free & Clear Going-in Cap Rate
- ----------------------------------------------------------------------------------------------------
RANGE                                    6.25%-11.00%            6.25%-11.00%          6.25%-11.00%
AVERAGE                                       7.86%                  7.84%                  7.73%
- ----------------------------------------------------------------------------------------------------
CHANGE (Basis Points)                             -                   +2                      +13
- ----------------------------------------------------------------------------------------------------
Residual Cap Rate
- ----------------------------------------------------------------------------------------------------
RANGE                                    7.00%-11.00%            7.00%-11.00%          7.00%-11.00%
AVERAGE                                       8.45%                  8.45%                  8.30%
- ----------------------------------------------------------------------------------------------------
CHANGE (Basis Points)                            -                    0                       +15
====================================================================================================
Source. Peter Korpacz Associates, Inc. - Real Estate Investor Survey Fourth Quarter - 1995
====================================================================================================
</TABLE>


     As can be seen from the above, the average IRR has decreased by 5 basis
points to 11.55 percent from one year ago. However, it is noted that this
measure has been relatively stable over the past three months. The quarter's
average initial free and clear equity cap rate rose 13 basis points to 7.86
percent from a year earlier, while the residual cap rate increased 15 basis
points to 8.45 percent.

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

                                      -96-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

     Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and re-
merchandising programs. Little competition from over-building is likely in most
mature markets within which these centers are located. Environmental concerns
and "no-growth" mentalities in communities are now serious impediments to new
retail development.

     Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters 1996
in view of the wave of retail chains whose troublesome earnings are forcing
major restructures or even liquidations. (The reader is referred to the National
Retail Overview in the Addenda of this report). Trends toward more casual dress
at work and consumers growing pre-occupation with their leisure and home lives
have created the need for refocused leasing efforts to bring those tenants to
the mall that help differentiate them from the competition. As such,
entertainment, a loosely defined concept, is one of the most common directions
malls have taken. A trend toward bringing in larger specialty and category
tenants to the mall is also in evidence. The risk from an owners standpoint is
finding that mix which works the best.

     Nonetheless, the cumulative effect of these changes has been a rise in
rates as investors find it necessary to adjust their risk premiums in their
underwriting.

     Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

     Cap Rate Range      Category

     7.0% to 7.5%        Top 20 to 25+ malls in the country.

     7.5% to 8.5%        Dominant Class A investment grade property, high
                         sales levels, relatively good health ratios, excellent
                         demographics (top 50 markets), and considered to
                         present a significant barrier to entry within its trade
                         area.


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

                                      -97-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                           Income Approach
================================================================================

     8.5% to 10.5%       Somewhat broad characterization of investment
                         quality properties ranging from primary MSAs to
                         second tier cities.  Properties at the higher end of
                         the scale are probably somewhat vulnerable to
                         new competition in their market.

     10.5% to 12.0%      Remaining product which has limited appeal or
                         significant risk which will attract only a smaller,
                         select group of investors.

Conclusion - Initial Capitalization Rate

     Based upon our analysis of the subject property, we have developed a
going-in capitalization rate for the property. The following points summarize
some of our thinking:

     o    Golden East Crossing is a good quality, investment grade mall which is
          the dominant retail property in the Rocky Mount North Carolina region.

     o    Trade area demographics are stable, with potential for growth in
          population, households, and income.

     o    Area income levels are low, however, continued remerchandising and the
          current strong anchor mix will continue to produce a strong customer
          draw to the property. The anchor alignment is properly positioned for
          the trade area.

     On balance, we believe that a property with characteristics of the subject
would potentially trade at an overall rate between 9.25 and 9.75 percent based
upon stabilized net operating income.

     Terminal Capitalization Rate

     The residual cash flows generated annually by the subject property comprise
only the first part of the return which an investor will receive. The second
component of this investment return is the pre-tax cash proceeds from the resale
of the property at the end of a projected investment holding period. Typically,
investors will structure a provision in their analyses in the form of a rate
differential over a going-in capitalization rate in projecting a future
disposition price. The view is that the improvement is then older and the future
is harder to visualize; hence a slightly higher rate is warranted for added
risks in forecasting. On average, our rate survey shows a 38 basis point
differential.

     Therefore, to the range of stabilized overall capitalization rates, we have
added 50 basis points to arrive at a projected terminal capitalization rate
ranging from 9.75 to 10.25 percent. This provision is made for the risk of
maintaining a certain level of occupancy in the center, its level of revenue
collection, the prospects of future competition, as well as the uncertainty of
maintaining the forecasted growth rates over such a holding period. In our
opinion, this range of terminal rates would be appropriate for the subject.
Thus, this range of rates is applied to the following year's net operating
income before reserves, capital expenditures, leasing commissions and
alterations as it would be the first received by a new purchaser of the subject
property. Applying a rate of say 10.00 percent for disposition, a current
investor would dispose of the subject property at the end of the investment
holding period for an amount of

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

                                      -98-


                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

approximately $48.9 million based on fiscal year 2007 net income of
approximately $4.9 million.

     From the projected reversionary value to an investor in the subject
property, we have made a deduction to account for the various transaction costs
associated with the sale of an asset of this type. These costs consist of 3.0
percent of the total disposition price of the subject property as an allowance
for transfer taxes, professional fees, and other miscellaneous expenses
including an allowance for alteration costs that the seller pays at final
closing. Deducting these transaction costs from the computed reversion renders
pre-tax the net proceeds of sale to be received by an investor in the subject
property at the end of the holding period.

<TABLE>
<CAPTION>

========================================================================================
                            Net Proceeds at Reversion
========================================================================================
                                           Less Costs of Sale and
Net Income FY 2007    Gross Sale Price   Miscellaneous Expenses @ 3.0%      Net Proceeds
========================================================================================
     <S>                 <C>                   <C>                          <C>        
     $4,894,241          $48,942,410           ($1,468,272)                 $47,474,138
========================================================================================
</TABLE>


Selection of Discount Rate

     The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

     A yield or discount rate differs from an income rate, such as cash-on-cash
(equity dividend rate), in that it takes into consideration all equity benefits,
including the equity reversion at the time of resale and annual cash flow from
the property. The internal rate of return is the single-yield rate that is used
to discount all future equity benefits (cash flow and reversion) into the
initial equity investment. Thus, a current estimate of the subject's present
value may be derived by discounting the projected income stream and reversion
year sale at the property's yield rate.

     Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Winter 1995 survey, investors
in regional malls are currently looking at broad rates of return between 10.0
and 12.00 percent, down slightly from our last two surveys. The indicated low
and high means are 10.72 and 11.33 percent, respectively. Peter F. Korpacz
reports an average internal rate of return of 11.55 percent for the Fourth
Quarter 1995, down 5 basis points from the year ago level.

     The yield rate on a long term real estate investment can also be compared
with yield rates offered by alternative financial investments since real estate
must compete in the open market for capital. In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities. The following is a list of rates offered by other
types of securities.

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

                                      -99-
                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================


                  =======================================================
                  Market Rates and Bond Yields 1%)              May, 1996
                  =======================================================
                     Reserve Bank Discount Rate                    5.00
                  -------------------------------------------------------
                     Prime Rate (Monthly Average)                  8.25
                  -------------------------------------------------------
                        3-Month Treasury Bills                     4.98
                  -------------------------------------------------------
                          U.S. 10-Year Notes                       6.90
                  -------------------------------------------------------
                          U.S. 30-Year Bonds                       6.95
                  -------------------------------------------------------
                           Telephone Bonds                         8.09
                  -------------------------------------------------------
                           Municipal Bonds                         6.21
                  =======================================================
                  Source: New York Times
                  =======================================================


     This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless level
of investment might be seen in a three month treasury bill at 4.98 percent. A
more risky investment, such as telephone bonds, would currently yield a much
higher rate of 8.09 percent. The prime rate is currently 8.25 percent, while the
discount rate is 5.00 percent. Ten year treasury notes are currently yielding
around 6.90 percent, while 30-year bonds are at 6.95 percent.

     Real estate investment typically requires a higher rate of return (yield)
and is much influenced by the relative health of financial markets. A retail
center investment tends to incorporate a blend of risk and credit based on the
tenant mix, the anchors that are included (or excluded) in the transaction, and
the assumptions of growth incorporated within the cash flow analysis. An
appropriate discount rate selected for a retail center thus attempts to consider
the underlying credit and security of the income stream, and includes an
appropriate premium for liquidity issues relating to the asset.

     There has historically been a consistent relationship between the spread in
rates of return for real estate and the "safe" rate available through long-term
treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

     Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $300 per square foot
and be attractive investment vehicles in the current market. It is our opinion
that the subject would attract interest from institutional investors if offered
for sale in the current marketplace. The subject is a well maintained asset that
has no immediate area competition. It is unlikely that another mall will be
built in its trade area for several years.

     Finally, application of these rate parameters to the subject should entail
some sensitivity to the rate at which leases will be expiring over the
projection period. A complete expiration report is included in the Addenda. We
would also note that much of the risk factored into such an analysis is
reflected in the assumptions employed within the cash flow model, including rent
and sales growth, turnover, reserves, and vacancy provisions.

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

                                      -100-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

     We have briefly discussed the investment risks associated with the subject.
On balance, it is our opinion that an investor in the subject property would
require an internal rate of return between 11.50 and 12.50 percent.

Present Value Analysis

     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 10 to 20 years and are sufficient for
the majority of institutional grade real estate such as the subject to meet the
criteria noted above. In the instance of the subject, we have analyzed the cash
flows anticipated over a ten year period commencing on June 1, 1996.

     A sale or reversion is deemed to occur at the end of the 10th year based
upon capitalization of the following year's net operating income. This is based
upon the premise that a purchaser in the 10th year is buying the following
year's net income. Therefore, our analysis reflects this situation by
capitalizing the first year of the next holding period.

     The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash flow
and eventual property reversion has been based on an analysis of anticipated
yield rates of investors dealing in similar investments. The rates reflect
acceptable expectations of yield to be achieved by investors currently in the
marketplace shown in their current investment criteria and as extracted from
comparable property sales.

     Cash Flow Assumptions

     Our cash flows forecasted for the property have been presented. To
reiterate, the formulation of these cash flows incorporate the following general
assumptions in our computer model:

     1.   The pro forma is presented on a fiscal year basis commencing on June
          1, 1996. The present value analysis is based on a 10 year holding
          period. This period reflects 9+/- years of stabilized operations.

     2.   Existing lease terms and conditions remain unmodified until their
          expiration. At expiration, it has been assumed that there is a 70.0
          percent probability that existing retail tenants will renew their
          lease. Executed and high probability pending leases have been assumed
          to be signed in accordance with negotiated terms as of the date of
          valuation.

     3.   1996 base date market rental rates have been established according to
          tenant size with consideration given to location, the specific
          merchandise category, as well as projected sales. Upon renewal, it is
          assumed that new leases are written for an average of 10 years with a
          rent step of 10.0 percent in year 6.

     4.   Market rents have been established for 1996. Subsequently, it is our
          assumption that market rental rates for mall tenants will stay flat
          through 1997, increase 2 percent in 1998 and 3 percent per year
          thereafter.

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

                                      -101-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

     5.   Most retail tenants have percentage rent clauses providing for the
          payment of overage rent. In our analysis, we have forecasted that
          sales will grow by 2.0 percent in 1997 and 3.0 percent thereafter
          through the holding period.

     6.   Expense recoveries are based upon terms specified in the various lease
          contracts. The standard lease contract for real estate taxes and
          common area maintenance billings for interior mall tenants is
          generally based upon a tenants pro rata share of occupied area.

     7.   Income lost due to vacancy and non-payment of obligations has been
          based upon our turnover probability assumption as well as a global
          provision for credit loss of 2.5 percent.

     8.   Specialty leasing and miscellaneous income consists of several
          categories. Specialty leasing is generated by the mall's temporary
          in-line tenant program which fill in during periods of downtime
          between permanent in-line tenants. Miscellaneous income is generated
          by chargebacks for tenant work, forfeited security deposits,
          telephones, etc. We have grown all miscellaneous revenues by 2.0
          percent per annum.

     9.   Operating expenses have been developed with management's budget from
          which we have recast certain expense items. Expenses have also been
          compared to industry standards as well as our general experience.
          Operating expenses are forecasted to increase by 3.5 percent per year
          except for management which is based upon a percentage of income.
          Taxes are forecasted to grow at 3.5 percent per year. Alteration costs
          are assumed to escalate at our forecasted expense inflation rate.

     10.  A provision for initial capital reserves has been reflected. An
          alteration charge of $10.00 per square foot has been utilized for new
          mall tenants upon future rollover of space. Renewal tenants have been
          given an allowance of $2.00 per square foot. Leasing commissions
          reflect a rate structure of $3.50 per square foot for new leases and
          $1.50 per square foot for renewal leases.

     For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 11.75 to 12.25 percent.
Accordingly, we have discounted the projected future pre-tax cash flows to be
received by an equity investor in the subject property to a present value so as
to yield 11.75 to 12.25 percent at 25 basis point intervals on equity capital
over the holding period. This range of rates reflects the risks associated with
the investment. Discounting these cash flows over the range of yield and
terminal rates now being required by participants in the market for this type of
real estate places additional perspective upon our analysis. The holding period
is deemed to run from June 1, 1996 through May 31, 2006. A valuation matrix for
the subject appears on the following table:


     =========================================================================
                             Valuation Matrix (000)
     =========================================================================
     Terminal Cap Rate                         Discount Rate
     -------------------------------------------------------------------------
                              11.75%               12.00%               12.25%
     =========================================================================
        9.75%                $39,254              $38,648              $38,055
     -------------------------------------------------------------------------
       10.00%                $38,853              $38,256              $37,672
     -------------------------------------------------------------------------
       10.25%                $38,472              $37,883              $37,307
     =========================================================================
                  

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

                                      -102-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

     Through such a sensitivity analysis, it can be seen that the prospective
value of the subject property varies from approximately $37.3 to $39.3 million.
Giving consideration to all of the characteristics of the subject previously
discussed, we feel that a prudent investor would require a yield which falls
near the middle of the range outlined above for this property. Accordingly, we
believe that based upon all of the assumptions inherent in our cash flow
analysis, an investor would look toward as IRR around 12.00 percent and a
terminal rate around 10.00 percent as being most representative of the subject's
value in the market.

     In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a market value of $38.3 million for the
subject property as of June 1, 1996. The indices of investment generated through
this indicated value conclusion are shown on the following chart:


               ==========================================================
                                Investment Indices
               ==========================================================
                   Equity Yield (IRR)                        12.00%
               ----------------------------------------------------------
               Overall Capitalization Rate                   9.43%
               ----------------------------------------------------------
                Price/SF of Owned GLA                        $83.27
               ----------------------------------------------------------
               *   Calculated fiscally by PRO-JECT +Plus     ($3,609,081)

               **  Based upon 459,957+/- SF
               ==========================================================

     We note that the computed equity yield is not necessarily the true rate of
return on equity capital. This analysis has been performed on a pre-tax basis.
The tax benefits created by real estate investment will serve to attract
investors to a pre-tax yield which is not the full measure of the return on
capital.

Direct Capitalization
                    
     To further support our value conclusion derived via the discounted cash
flow analysis, we have also utilized the direct capitalization method. In direct
capitalization an overall rate is applied to the net operating income of the
subject property. In this case, we will again consider the indicated overall
rates from the comparable sales in the Sales Comparison Approach as well as
those rates established in our Investor Survey. The sales displayed in our
summary charts developed overall rates ranging from 7.47 to 11.10 percent in
1995. The mean was 7.92 percent for 1993 transactions, 8.37 percent for 1994
sales, and 9.14 percent for 1995.

     In view of all of the above, we would anticipate that the subject would
trade at an overall rate of between 9.25 and 9.75 percent. Applying this rate to
net operating income before reserves and alterations and other expenses for the
subject of $3,609,081 results in a value range of $37,016,215 to $39,017,092 for
the subject. Thus, we are inclined to conclude at a stabilized value for the
subject property via direct capitalization of $38,000,000 as of June 1, 1996.

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

                                      -103-


                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                    RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     Application of the Sales Comparison, and Income Approaches used in the
valuation of the subject property has produced results which fall within a
reasonably acceptable range. Restated, these are:


               ==========================================================
                        Methodology               Market Value Conclusion
               ==========================================================
               Cost Approach                                         N/A
               ----------------------------------------------------------
               Sales Comparison Approach
               ----------------------------------------------------------
                       Owned Mail Portion      $37,000,000 to $39,000,000
               ----------------------------------------------------------
                       Vacant Outparcels                       $1,045,000
               ----------------------------------------------------------
               Income Approach
                     Discounted Cash Flow                     $38,300,000
                    Direct Capitalization                     $38,000,000
               ==========================================================

     Each approach is well supported by data extracted from the market. There
are, however, strengths and weaknesses in each of these approaches which require
reconciliation before a final conclusion of value can be rendered.

Cost Approach

     The Cost Approach is based on the principle of substitution which maintains
that a prudent purchaser will not pay more for a property than the cost to
construct an equally desirable substitute property. It is best applied to a
property where improvements to the site are new or of a special design and use,
The estimation of replacement cost new and developers profit requires judgment,
based upon cost services and interviews. The land value estimate was based on a
subjective exercise that essentially equated the acquisition costs of the site
together with the expended physical costs with value. Some limitations do exist
with this approach when estimating a future value. The cost approach was not
employed in this analysis due to the difficulty in estimating accrued
depreciation, as well as the fact that properties such as the subject are not
traded on a cost/value basis.

Sales Comparison Approach

     The Sales Comparison Approach arrived at a value indicted for the property
by analyzing historical arms-length transaction, reducing the gathered
information to common units of comparison, adjusting the sale data for
differences with the subject and interpreting the results to yield a meaningful
value conclusion. The basis of these conclusions was the cash-on-cash return
based on net income and the adjusted price per square foot of gross leasable and
net rentable area sold. An analysis of the subject on the basis of its implicit
sales multiple was also utilized.

     The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative process.
The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property. In
light of the above, the writers are of the opinion that this methodology is best
suited as support for the conclusions of the Income Approach. It does

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                                      -104-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                    Reconciliation and Final Value Estimate
================================================================================

provide useful market extracted rates of return such as overall rates to
simulate investor behavior in the Income Approach.

Income Approach

     Discounted Cash Flow Analysis

     The subject property is highly suited to analysis by the discounted cash
flow method as it will be bought and sold in investment circles. The focus on
property value in relation to anticipated income is well founded since the basis
for investment is profit in the form of return or yield on invested capital. The
subject property, as an investment vehicle, is sensitive to all changes in the
economic climate and the economic expectations of investors. The discounted cash
flow analysis may easily reflect changes in the economic climate of investor
expectations by adjusting the variables used to qualify the model. In the case
of the subject property, the Income Approach can analyze existing leases, the
probabilities of future rollovers and turnovers and reflect the expectations of
overage rents. Essentially, the Income Approach can model many of the dynamics
of a complex property. The writers have considered the results of the discounted
cash flow analysis because of the applicability of this method in accounting for
the particular characteristics of the property, as well as being the tool used
by many purchasers.

Capitalization

     Direct capitalization has its basis in capitalization theory and uses the
premise that the relationship between income and sales price may be expressed as
a rate or its reciprocal, a multiplier. This process selects rates derived from
the marketplace, in much the same fashion as the Sales Comparison Approach, and
applies this to a projected net operating income to derive a sale price. The
weakness here is the idea of using one year of cash flow as the basis for
calculating a sale price. This is simplistic in its view of expectations and may
sometimes be misleading. If the year chosen for the analysis of the sale price
contains an income stream that is over or understated, this error is compounded
by the capitalization process. For this reason, Direct Capitalization has not
received primary emphasis in our selection of the market value for the subject.

Conclusions

     We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales Comparison
Approach, it has been used as supporting evidence and as a final check on the
value conclusion indicated by the Income Approach methodology. The value
exhibited by the Income Approach is consistent with the leasing profile of the
property. Overall, it indicates complimentary results with the Sales Comparison
Approach, the conclusions being supportive of each method employed, and neither
range being extremely high or low in terms of the other.

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

                                      -105-


                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES


<PAGE>


                                         Reconciliation and Final Value Estimate
================================================================================

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the referenced property, including the fee
simple estate in the three outparcels, subject to the assumptions, limiting
conditions, certifications, and definitions, as of June 1, 1996, was: 
                           THIRTY NINE MILLION DOLLARS
                                   $39,000,000



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

                                      -106-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W' means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   This is a Summary Appraisal Report which is intended to comply with the
     reporting requirements set forth under Standards Rule 2-2)b) of the Uniform
     Standards of Professional Appraisal Practice for a Summary Appraisal
     Report. As such, it presents only summary discussions of the data,
     reasoning, and analyses that were used in the appraisal process to develop
     the appraiser's opinion of value. Supporting documentation concerning the
     data, reasoning, and analyses is retained in the appraiser's file. The
     depth of discussion contained in this report is specific to the needs of
     the client and for the intended use stated below. The appraiser is not
     responsible for unauthorized use of this report. We are providing this
     report as an update to our last analysis which was prepared as of January
     1, 1995. As such, we have primarily reported only changes to the property
     and its environs over the past year.

2.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

3.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

4.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.


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

                                      -107-


                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

5.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&Ws prior written consent. Reference to the Appraisal Institute or
     to the MAI designation is prohibited.

6.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

7.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

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

                                      -108-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

11.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.

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

                                      -109-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

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

1.   Douglas C. Holowink inspected the property. Richard W. Latella has reviewed
     and approved the report, but did not inspect the property.

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

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

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

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

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

9.   As of the date of this report, Richard W. Latella has completed the
     requirements of the continuing education program of the Appraisal
     Institute.


/s/ Douglas C. Holowink                           /s/ Richard W. Latella
- -----------------------                           ----------------------
Douglas C. Holowink                               Richard W. Latella, MAI
Director                                          Senior Director
Valuation Advisory Services                       Retail Valuation Group
State of North Carolina
Temporary Privilege/Certification No. TG-297


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

                                      -110-

                                                                        CUSHMAN&
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    ADDENDA
================================================================================




                         NATIONAL RETAIL MARKET ANALYSIS

             STATE OF NORTH CAROLINA TEMPORARY PRIVILEGE CERTIFICATE

                1994 & 1995 OPERATING STATEMENTS AND 1996 BUDGET

                                    RENT ROLL

                         PRO-JECT+ LEASE ABSTRACT REPORT

                          PRO-JECT+ ASSUMPTIONS REPORT

                        PRO-JECT+ TENANT REGISTER REPORT

                        PRO-JECT+ LEASE EXPIRATION REPORT

                             ENDS FULL DATA REPORTS

                             MALL SALES (1991-1994)

                       CUSHMAN & WAKEFIELD INVESTOR SURVEY

                           APPRAISERS' QUALIFICATIONS


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

                                      -111-


<PAGE>


                         ===============================
                         National Retail Market Analysis
                         ===============================


<PAGE>


                                             NATIONAL RETAIL MARKET OVERVIEW
================================================================================

Introduction

     Shopping centers constitute the major form of retail activity in the United
States today. Approximately 55 percent of all non-automotive retail sales occur
in shopping centers. It is estimated that consumer spending accounts for about
two-thirds of all economic activity in the United States. As such, retail sales
patterns have become an important indicator of the country's economic health.

     During the period 1980 through 1995, total retail sales in the United
States increased at a compound annual rate of 6.16 percent. Data for the period
1990 through 1995 shows that sales growth has slowed to an annual average of
4.93 percent. This information is summarized an the following chart. The
Commerce Department reports that total retail sales fell three-tenths of a
percent in January 1996.


================================================================================
                              Total U.S. Retail Sales (1)
================================================================================
             Year                Amount (Billions)           Annual Change
================================================================================
             1980                       $ 957,400                     N/A
- --------------------------------------------------------------------------------
             1985                       $1,375,027                    N/A
- --------------------------------------------------------------------------------
             1990                       $1,844,611                    N/A
- --------------------------------------------------------------------------------
             1991                       $1,855,937                   .61%
- --------------------------------------------------------------------------------
             1992                       $1,951,589                 5.15%
- --------------------------------------------------------------------------------
             1993                       $2,074,499                 6.30%
- --------------------------------------------------------------------------------
             1994                       $2,236,966                 7.83%
- --------------------------------------------------------------------------------
             1995                       $2,346,577                 4.90%
- --------------------------------------------------------------------------------
 Compound Annual Growth Rate
           1980-1995                                              +6.16%
- --------------------------------------------------------------------------------
       CAGR: 1990 - 1995                                          +4.93%
- --------------------------------------------------------------------------------
     (1)1985 - 1995 data reflects recent revisions by the U.S. Department of
             Commerce: Combined Annual and Revised Monthly Retail Trade.
================================================================================
     Source: Monthly Retail Trade Reports Business Division, Current Business
             Reports, Bureau of the Census, U.S. Department of Commerce.
================================================================================


     The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped recent
consumer spending patterns.

Personal Income and Consumer Spending

     Americans' personal income advanced by six-tenths of a percent in December,
which helped raise income for all of 1995 by 6.1 percent, the highest gain since
6.7 percent in 1990. This growth far outpaced the 2.5 percent in 1994 and 4.7
percent in 1993. Reports for February 1996 however, reported that income grew at
an annual rate of eight-tenths of a percent, the biggest gain in thirteen
months, and substantially above January's anemic growth rate of one-tenth of a
percent.

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

                                       -1-


<PAGE>


                                            National Retail Market Overview
================================================================================

     Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 4.8 percent
in 1995, slightly off of the 5.5 percent rise in 1994 and 5.8 percent in 1993.
These increases followed a significant lowering on unemployment and bolstered
consumer confidence. The Commerce Department reported that spending rose at a
1.1 percent annual pace, the largest gain in two years, in February 1996, led by
a sharp increase in automobile sales.

Unemployment Trends

     The Clinton Administration touts that its economic policy has dramatically
increased the number of citizens who have jobs. Correspondingly, the nation's
unemployment rate continues to decrease from its recent peak in 1992. Selected
statistics released by the Bureau of Labor Statistics are summarized as follows:

<TABLE>
<CAPTION>

============================================================================================
                         Selected Employment Statistics
============================================================================================
              Civilian Labor Force                        Employed
==========================================================================
              Total Workers                   Total Workers                     Unemployment
    Year(1)        (000)          % Change          (000)          % Change         Rate
============================================================================================
    <S>            <C>                  <C>         <C>                  <C>            <C>
    1990           124,787              7           117,914              5              5.5
- --------------------------------------------------------------------------------------------
    1991           125,303              4           116,877            -.9              6.7
- --------------------------------------------------------------------------------------------
    1992           126,982            1.3           117,598             .6              7.4
- --------------------------------------------------------------------------------------------
    1993           128,040             .8           119,306            1.5              6.8
- --------------------------------------------------------------------------------------------
    1994           131,056            2.4           123,060            3.1              6.1
- --------------------------------------------------------------------------------------------
    1995           132,337            .98           124,926            1.5              5.6
- --------------------------------------------------------------------------------------------
    CAGR                             1.18                              1.16                  
  1990-1995
- --------------------------------------------------------------------------------------------
(1) Year ending December 31
============================================================================================
Source.                                 Bureau of Labor Statistics U.S. Department of Labor
============================================================================================
</TABLE>

     During 1995, the labor force increased by 1,281,000 or approximately 1.0
percent. Correspondingly, the level of employment increased by 1,866,000 or 1.5
percent. As such, the year end unemployment rate dropped by five-tenths of a
percent to 5.6 percent. For 1995, monthly job growth averaged 144,000. On
balance, over 8.0 million jobs have been created since the recovery began.
Evidence of continued strengthening continues into 1996 with first quarter job
growth averaging 206,000. At the end of March 1996 the nation's unemployment
rate stood at 5.6 percent.

Housing Trends

     Housing starts were down in 1995 by 7 percent from 1994 with 1.35 million
units started. This compared with 1.46 million units in 1994 and 1.29 million in
1993. Single-family starts totaled 1.07 million units in 1995, down 10 percent
from 1994. Multi-family starts, however, reversed this trend with their second
consecutive yearly increase to 277,000 units.

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

                                       -2-


<PAGE>


                                            National Retail Market Overview
================================================================================

     For 1995, sales of new homes slipped nine-tenths of a percent to 664,000
from 670,000 in 1994. This was the lowest level since 610,000 new homes were
sold in 1992. In a surprise to most analysts, new home sales rose by 4.2 percent
in January 1996 to a seasonally adjusted annual rate of 693,000. The 381,000
homes for sale represented a supply of six to seven months, the highest since
1980. The median new home price of new homes sold in the first nine months of
1995 was $132,000. The median was $130,000 for all of 1994. The Commerce
Department reported that construction spending rose 2.9 percent in October to an
annual rate of $207.7 billion, compared to $217.9 billion in all of 1994.

     The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1995, the share of households that own their homes was 64.8
percent, compared to 64.0 percent for a year earlier. Lower mortgage rates are
cited as a factor.

Gross Domestic Product

     The report on the gross domestic product (GDP) showed that output for goods
and services expanded at an annual rate of just .9 percent in the fourth quarter
of 1995. Overall, the economy gained 2.0 percent in 1995, the weakest showing in
four years since the 1991 recession. The .5 percent rise in the fourth quarter
was much slower than the 1.7 percent expected by most analysts. The Fed sees the
U.S. economy expanding at a 2.0 to 2.25 percent pace during 1996 which is
in-line with White House forecasts.

     The following chart cites the annual change in real GDP since 1990.


                    ======================================
                                    Real GDP
                    ======================================
                    Year                          % Change
                    ======================================
                    1990                               1.2
                    --------------------------------------
                    1991                               -.6
                    --------------------------------------
                    1992                               2.3
                    --------------------------------------
                    1993                               3.1
                    --------------------------------------
                    1994                               4.1
                    --------------------------------------
                    1995                               2.0
                    --------------------------------------
                    *Reflects new chain weighted system of
                     measurement. Comparable 1994 measure
                     would be 3.5 %
                    ======================================
                    Source:                         Bureau
                           of Economic Analysis
                    ======================================

Consumer Prices
                    
     The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the overall
rate was 1.1 percent in 1986. All sectors were down substantially in 1995
including the volatile health care segment which recorded inflation of only 3.9
percent, the lowest rate in 23 years.

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

                                       -3-


<PAGE>


                                            National Retail Market Overview
================================================================================

     The following chart tracks the annual change in the CPI since 1990.

                    ===============================================
                                 Consumer Price Index (1)
                    ===============================================
                    Year                 CPI               % Change
                    ===============================================
                    1990                 133.8                 6.1
                    -----------------------------------------------
                    1991                 137.9                 3.0
                    -----------------------------------------------
                    1992                 141.9                 2.9
                    -----------------------------------------------
                    1993                 145.8                 2.7
                    -----------------------------------------------
                    1994                 149.7                 2.7
                    -----------------------------------------------
                    1995                 153.5                 2.5
                    ===============================================
                    (1) All Urban Workers
                    ===============================================
                    Source:                        Dept. of Labor
                            Bureau of Labor Statistics
                    ===============================================

Other Indicators

     The governments main economic forecasting gauge, the Index of Leading
Economic Indicators is intended to project economic growth over the next six
months. The Conference Board, an independent business group, reported that the
index soared 1.3 percent in February 1996, the biggest jump in 20 years. It has
become apparent that the Federal Reserve's conservative monetary policy has had
an effect on the economy and some economists are calling for a further reduction
in short term interest rates. In recent months, evidence has been mounting that
the economy is in the midst of a pick-up.

     The Conference Board also reported that consumer confidence rebounded in
February 1996, following reports suggesting lower inflation. The board's index
of consumer confidence rose 9 points to 97 over January when consumers worried
about the government shutdown, the stalemate over the Federal budget and the
recent flurry of layoff announcements by big corporations.

     In another sign of increasingly pinched household budgets, consumers
sharply curtailed new installment debt in September 1995, when installment
credit rose $5.4 billion, barely half as much as August. Credit card balances
increased by $2.8 billion, the slimmest rise of the year. For the twelve months
through September 1995, outstanding credit debt rose 13.9 percent, down from a
peak of 15.3 percent in May. Still, installment debt edged to a record 18.8
percent of disposable income, indicating that consumers may be reaching a point
of discomfort with new debt.

     The employment cost index is a measure of overall compensation including
wages, salaries and benefits. In 1995 the index rose by only 2.9 percent, the
smallest increase since 1980. This was barely ahead of inflation and is a sign
of tighter consumer spending over the coming year. However, the productivity of
American workers grew 1.1 percent in 1995, the largest gain since a 3.2 percent
advance in 1992. Productivity is a key element in measuring the standard of
living since increased efficiency allows businesses to increase workers
compensation without having to raise prices.

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

                                       -4-


<PAGE>


                                            National Retail Market Overview
================================================================================

Economic Outlook

     The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward the
Fed's 2.5 percent target, accompanied by stable if not falling inflation. They
project that inflation will remain in the 2.5 to 3.0 percent range into the
foreseeable future. This will have a direct influence on consumption (consumer
expenditures) and overall inflation rates (CPI).

     Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate between 2.0 and 2.5 percent over the next year and at 2.3 percent through
2003 as the output gap is reduced between real GDP and potential GDP. After
2003, annual real GDP growth will moderate, tapering to 2.2 percent per annum.

     Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid- 1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the 1970s
and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow to 2.0 percent per year by 2006 as a
result of slower population growth and aging. It is also projected that the
share of personal consumption expenditures relative to GDP will decline over the
next decade. Consumer spending as a share of GDP peaked in 1986 at 67.4 percent
after averaging about 63.0 percent over much of the post-war period. WEFA
estimates that consumption's share of aggregate output will decline to 64.5
percent by 2003 and 62.7 percent by 2018.

Retail Sales

     In their publication, NRB/Shopping Centers Today 1994 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
continued to improve for the third consecutive year in 1994. Total shopping
center sales increased 5.5 percent to $851.3 billion in 1994, up from $806.6
billion in 1993. The comparable 1993 increase was 5.0 percent. Retail sales in
shopping centers (excluding automotive and gasoline service station sales) now
account for about 55.0 percent of total retail sales in the United States.

     Total retail sales per square foot have shown positive increases over the
past three years, rising by 8.7 percent from approximately $161 per square foot
in 1990, to $175 per square foot in 1994. It is noted that the increase in
productivity has exceeded the increase in inventory which bodes well for the
industry in general. This data is summarized on the following table.

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

                                       -5-


<PAGE>


                                            National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>

                       Selected Shopping Center Statistics
                                    1990-1994
=====================================================================================================================
                                                                                                   %         Compound
                                                                                                 Change       Annual
                                       1990        1991        1992       1993        1994       1990-93      Growth
=====================================================================================================================
<S>                                   <C>          <C>         <C>        <C>         <C>         <C>           <C> 
Retail Sales in Shopping Centers      $706.40      $716.90     $768.20    $806.60     $851.30     20.5%         4.8%
- ---------------------------------------------------------------------------------------------------------------------
Total Leasable Area                       4.4          4.6         4.7        4.8         4.9     11.4%         2.7%
- ---------------------------------------------------------------------------------------------------------------------
Unit Rate                             $160.89      $157.09     $164.20    $169.08     $175.13      8.7%         2.1%
=====================================================================================================================
*    Billions of Dollars

**   Billions of Square Feet
=====================================================================================================================
 Source:       National Research Bureau
=====================================================================================================================
</TABLE>


     To put retail sales patterns into perspective, the following discussion
highlights key trends over the past few years.

o    As a whole, 1993 was a good year for most of the nation's major retailers.
     Sales for the month of December were up for most, however, the increase
     ranged dramatically from 1.1 percent at Kmart to 13.3 percent at Sears for
     stores open at least a year. It is noted that the Sears turnaround after
     years of slippage was unpredicted by most forecasters.

o    With the reporting of December 1994 results, most retailers posted same
     store gains between 2.0 and 6.0 percent. The Goldman Sachs Retail Composite
     Comparable Store Sales Index, a weighted average of monthly same store
     sales of 52 national retail companies rose 4.5 percent in December. The
     weakest sales were seen in women's apparel, with the strongest sales
     reported for items such as jewelry and hard goods. Most department store
     companies reported moderate increases in same store sales, though largely
     as a result of aggressive markdowns. Thus, profits were negatively impacted
     for many companies.

o    For 1995, specialty apparel sales were lackluster at best, with only .4
     percent comparable sales growth. This is of concern to investors since
     approximately 30.0 percent of a mall's small shop space is typically
     devoted to apparel tenants. Traditional department stores experienced 3.4
     percent same store growth in 1995, led by Dillard's 5.0 percent increase.
     Mass merchants' year- to-year sales increased by 6.7 percent in 1994,
     driven by Sears' 7.9 percent increase. Mass merchants account for 35.0 to
     55.0 percent of the anchors of regional malls and their resurgence bodes
     well for increased traffic at these centers.

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

                                       -6-


<PAGE>


                                            National Retail Market Overview
================================================================================

o    Sales at the nation's largest retailer chains saw reasonably good increases
     in March 1996, following the worst December sales figures since the 1990-91
     recession in 1995. Same store sales were generally up due to the effects of
     Easter in almost all sectors, although some specialty apparel retailers
     continue to experience problems. Some chains were able to report increases
     in sales but this generally came about through substantial discounting. As
     such, profits are going to suffer and with many retailers being squeezed
     for cash, 1996 is expected to be a period of continued consolidations and
     bankruptcy. In March, discounters and off-price merchants like Target, Ross
     and TJX Company did particularly well. The Goldman Sachs composite index of
     same store sales grew by 4.2 percent in March 1996, compared to a .3
     percent drop for March 1995.

     Provided on the following chart is a summary of overall and same store
sales growth for selected national merchants for the most recent period.


================================================================================
                  Same Store Sales for the Month of March 1996
================================================================================
                                           % Change From Previous Year
                                           -------------------------------------
      Name of Retailer                     Overall             Same Store Basis
================================================================================
           Wal-Mart                           +16.0%                     + 6.4%
- --------------------------------------------------------------------------------
            Kmart                             - 1.0%                          -
- --------------------------------------------------------------------------------
 Sears, Roebuck & Company                     +10.0%                     + 6.8%
- --------------------------------------------------------------------------------
         J.C. Penney                          + 1.0%                     - 1.0%
- --------------------------------------------------------------------------------
 Dayton Hudson Corporation                    +16.0%                     + 8.7%
- --------------------------------------------------------------------------------
   May Department Stores                      +17.0%                     + 9.0%
- --------------------------------------------------------------------------------
Federated Department Stores                   +12.0%                     + 6.1%
- --------------------------------------------------------------------------------
       The Limited Inc.                       +16.0%                     + 8.0%
- --------------------------------------------------------------------------------
           Gap Inc.                           +32.0%                     +13.0%
- --------------------------------------------------------------------------------
          Ann Taylor                          + 9.0%                     - 7.0%
================================================================================
Source:                       New York Times
================================================================================

     The outlook for retail sales growth is one of cautious optimism. Some
analysts point to the fact that consumer confidence has resulted in increases in
personal debt which may be troublesome in the long run. Consumer loans by banks
rose 13.9 percent in the twelve months that ended on September 30, 1995. But
data gathered by the Federal Reserve on monthly payments suggest that debt
payments are not taking as big a bite out of income as in the late 1980s,
largely because of the record refinancings at lower interest rates in recent
years and the efforts by many Americans to repay debts.

GAFO and Shopping Center Inclined Sales

     In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. These types of goods comprise the overwhelming bulk of goods and products
carried in shopping centers and department stores and consist of the following
categories:

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

                                       -7-


<PAGE>


                                            National Retail Market Overview
================================================================================

     o    General merchandise stores including department and other stores;

     o    Apparel and accessory stores;

     o    Furniture and home furnishing stores; and

     o    Other miscellaneous shoppers goods stores.

     Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores.

     Total retail sales grew by 7.8 percent in the United States in 1994 to
$2.237 trillion, an increase of $162 billion over 1993. This followed an
increase of $125 billion over 1992. Automobile dealers captured $69+/- billion
of total retail sales growth last year, while Shopping Center Inclined Sales
accounted for nearly 40.0 percent of the increase ($64 billion). GAFO sales
increased by $38.6 billion. This group was led by department stores which posted
an $18.0 billion increase in sales. The following chart summarizes the
performance for this most recent comparison period.


================================================================================
                        Retail Sales by Major Store Type
                                1993-1994 ($MIL.)
================================================================================
                                                                      1993-1994
Store Type                         1994                 1993           % Change
- --------------------------------------------------------------------------------
GAFO:
General Merchandise             $  282,541           $  264,617            6.8%
Apparel & Accessories              109,603              107,184            2.3%
Furniture & Furnishings            119,626              105,728           13.1%
Other GAFO                          80,533               76,118            5.8%
- --------------------------------------------------------------------------------
GAFO Subtotal                   $  592,303           $  553,647            7.0%
- --------------------------------------------------------------------------------
Convenience Stores:
Grocery                         $  376,330           $  365,725            2.9%
Other Food                          21,470               19,661            9.2%
- --------------------------------------------------------------------------------
Subtotal                        $  397,800           $  385,386            3.2%
Drug                                81,538               79,646            2.4%
- --------------------------------------------------------------------------------
Convenience Subtotal            $  479,338           $  465,031            3.1%
- --------------------------------------------------------------------------------
Other
Home Improvement &
  Building Supplies Stores      $  122,533           $  109,604           11.8%
Shopping Center-Inclined        $1,194,174           $1,128,282            5.8%
Subtotal                           526,319              456,890           15.2%
Automobile Dealers                 142,193              138,299            2.8%
Gas Stations                       228,351              213,663            6.9%
Eating and Drinking Places         145,929*             137,365*           6.2%
All Other
- --------------------------------------------------------------------------------
Total Retail Sales              $2,236,966           $2,074,499            7.8%
================================================================================
* Estimated sales
================================================================================
Source: U.S. Department of Commerce and Dougal M. Casey: Retail Sales and 
        Shoppinq Center Development Through The Year 2000 (ICSC White Paper)
================================================================================


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


                                       -8-


<PAGE>


                                            National Retail Market Overview
================================================================================

     GAFO sales grew by 7.0 percent in 1994 to $592.3 billion, led by furniture
and furnishings which grew by 13.1 percent. From the above it can be calculated
that GAFO sales accounted for 26.5 percent of total retail sales and nearly 50.0
percent of all shopping center - inclined sales.

     The International Council of Shopping Centers (ICSC) publishes a Monthly
Mall Merchandise Index which tracks sales by store type for more than 400
regional shopping centers. The index shows that sales per square foot rose by
1.8 percent to $256 per square foot in 1994. The following chart identified the
most recent year-end results.

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

                                       -9-


<PAGE>


                                            National Retail Market Overview
================================================================================


================================================================================
                           Index Sales per Square Foot
                            1993-1994 Percent Change
Store Type                                   1994          1993      ICSC Index
================================================================================
GAFO:
Apparel & Accessories:
Women's Ready-To-Wear                        $189          $196          - 3.8%
Women's Accessories and Specialties           295           283          + 4.2%
Men's and Boy's Apparel                       231           239          - 3.3%
Children's Apparel                            348           310          +12.2%
Family Apparel                                294           292          + 0.4%
Women's Shoes                                 284           275          + 3.3%
Men's Shoes                                   330           318          + 3.8%
Family Shoes                                  257           252          + 1.9%
Shoes (Misc.)                                 340           348          - 2.2%
SUBTOTAL                                     $238          $238           -0.2%
- --------------------------------------------------------------------------------
Furniture & Furnishings:
Furniture & Furnishings                      $267          $255          + 4.5%
Home Entertainment & Electronics              330           337          - 2.0%
Miscellaneous                                 291           282          + 3.3%
SUBTOTAL                                     $309          $310          - 0.3%
- --------------------------------------------------------------------------------
Other GAFO:
Jewelry                                      $581          $541          + 7.4%
Other                                         258           246          + 4.9%
SUBTOTAL                                     $317          $301          + 5.3%
TOTAL GAFO                                   $265          $261          + 1.6%
NON-GAFO
FOOD:
Fast Food                                    $365          $358          + 2.0%
Restaurants                                   250           245          + 2.2%
Other                                         300           301          - 0.4%
SUBTOTAL                                     $304          $298          + 1.9%
- --------------------------------------------------------------------------------
OTHER NON-GAFO:
Supermarkets                                 $236          $291          -18.9%
Drug/HBA                                      254           230          +10.3%
Personal Services                             264           253          + 4.1%
Automotive                                    149           133          +12.2%
Home Improvement                              133           127          + 4.8%
Mail Entertainment                             79            77          + 3.2%
Other Non-GAFO Miscellaneous                  296           280          + 5.7%
SUBTOTAL                                     $192          $188          + 2.4%
TOTAL NON-GAFO                               $233          $228          + 2.5%
TOTAL                                        $256          $252          + 1.8%
================================================================================
Note:                              Sales per square foot numbers are rounded to
          whole dollars. Three categories illustrated here have limited 
          representation in the ICSC sample: Automotive, +12.2%; Home
          Improvement, +4.8%; and Supermarkets, -18.9%.
================================================================================
Source:                                U.S. Department of Commerce and Dougal M.
Casey.
================================================================================

     GAFO sales have risen relative to household income. In 1990 these sales
represented 13.9 percent of average household income. By 1994 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.

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

                                      -10-


<PAGE>
                                            National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>

==========================================================================================================
   Determinants of Retail Sales Growth and U.S. Retail Sales by Key Store Type
==========================================================================================================
                                                1990                   1994                   2000 (P)
==========================================================================================================
<S>                                             <C>                    <C>                    <C>        
Determinants
Population                                      248.700,000            260,000,000            276,200,000
Households                                       91,900,000             95,700,000            103,700,000
Average Household Income                       $     37,400           $     42,600           $     51,600
Total Census Money Income                      $  3.4 Tril.           $  4.1 Tril.           $  5.4 Tril.
- ----------------------------------------------------------------------------------------------------------
% Allocation* of Income to Sales
GAFO Stores                                            13.9%                  14.4%                  14.7%
Convenience Stores                                     12.9%                  11.7%                  10.7%
Home Improvement Stores                                 2.8%                   3.0%                   3.3%
Total Shopping Center-Inclined Stores                  29.6%                  29.1%                  28.8%
Total Retail Stores                                    54.3%                  54.6%                  52.8%
- ----------------------------------------------------------------------------------------------------------
Sales ($Billion)
GAFO Stores                                    $        472           $        592           $        795
Convenience Stores                                      439                    479                    580
Home Improvement Stores                                  95                    123                    180
Total Shopping Center-Inclined Stores          $      1,005           $      1,194           $      1,555
TOTAL RETAIL SALES                             $      1,845           $      2,237           $      2,850
==========================================================================================================
Note:                                       Sales and income figures are for the full year; population and
          household figures are as of April 1 in each respective year. P = Projected.
==========================================================================================================
Source:                                         U.S. Census of Population, 1990; U.S. Bureau of the Census
              Current Population Reports: Consumer Income P6-168, 174, 180, 184 and 188, Berna Miller with
              Linda Jacobsen, "Household Futures", American Demographics, March 1995; Retail Trade sources
              already cited; and Dougal M. Casey: ICSC White Pager
==========================================================================================================
</TABLE>

     GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

                              ==============================
                              1990/91                   2.9%
                              ------------------------------
                              1991/92                   7.0%
                              ------------------------------
                              1992/93                   6.6%
                              ------------------------------
                              1993/94                   7.0%
                              ==============================

     According to a recent study by the ICSC, GAFO sales are expected to grow by
5.0 percent per annum through the year 2000, which is well above the 4.1 percent
growth for all retail sales. This information is presented in the following
chart.

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

                                      -11-


<PAGE>


                                            National Retail Market Overview
================================================================================


<TABLE>
<CAPTION>
===============================================================================================
              Retail Sales in the United States by Major Store Type
===============================================================================================
                                             1994          2000(P)           Percent Change
                                                                                       Compound
Store Type                            ($ Billions)    ($ Billions)         Total         Annual
===============================================================================================
<S>                                        <C>             <C>             <C>             <C> 
GAFO:
General Merchandise                        $  283          $  370          30.7%           4.6%
Apparel & Accessories                         110             135          22.7%           3.5%
Furniture/Home Furnishings                    120             180          50.0%           7.0%
Other Shoppers Goods                           81             110          35.8%           5.2%
- -----------------------------------------------------------------------------------------------
GAFO Subtotal                              $  592          $  795          34.3%           5.0%
- -----------------------------------------------------------------------------------------------
CONVENIENCE GOODS:
Food Stores                                $  398          $  480          20.6%           3.2%
Drugstores                                     82             100          22.0%           3.4%
- -----------------------------------------------------------------------------------------------
Convenience Subtotal                       $  479          $  580          21.1%           3.2%
- -----------------------------------------------------------------------------------------------
Home Improvement                              123             180          46.3%           6.6%
- -----------------------------------------------------------------------------------------------
Shopping Center-inclined Subtotal          $1,194          $1,555          30.2%           4.5%
- -----------------------------------------------------------------------------------------------
All Other                                   1,043           1,295          24.2%           3.7%
- -----------------------------------------------------------------------------------------------
Total                                      $2,237          $2,850          27.4%           4.1%
===============================================================================================
Note:                                     P =  Projected. Some figures rounded.
===============================================================================================
Source:                                   U.S. Department of Commerce, Bureau of the Census and
         Dougal M. Casey.
===============================================================================================
</TABLE>

     In considering the six-year period January 1995 through December 2000, it
may help to look at the six-year period extending from January 1989 through
December 1994 and then compare the two time spans.

     Between January 1989 and December 1994, shopping center-inclined sales in
the United States increased by $297 billion, a compound growth rate of 4.9
percent. These shopping center-inclined sales are projected to increase by $361
billion between January 1995 and December 2000, a compound annual growth rate of
4.5 percent. GAFO sales, however, are forecasted to increase by 34.3 percent or
5.0 percent per annum.

Industry Trends

     According to the National Research Bureau, there were a total of 41,235
shopping centers in the United States at the end of 1995. During this year, 867
new centers opened, an 18.0 percent increase over the 735 that opened in 1994.
This followed a 1O percent increase in 1994. The greatest growth came in the
small center category (less than 100,000 square feet) where 551 centers were
constructed. In terms of GLA added, new construction in 1995 was up 2.2 percent
resulting in an addition of 106.2 million square feet of GLA from approximately
4.86 billion to 4.97 billion square feet. In other important trends, the
development of regional and super-regional malls hit a three year high in 1995
with the opening of eight centers, twice as many as in 1994. This boosted the
nation's total of regionals to 301 and super-regionals to 380. Power and
community center development in 1995 was up 17.9 percent in terms of the number
of centers opening. The following chart highlights trends over the period 1987
through 1995.

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

                                      -12-

<PAGE>


                                           National Retail Market Overview
================================================================================


<TABLE>
<CAPTION>
=================================================================================================================================
                                                    Census Data: 9-Year Trends
=================================================================================================================================
                                           Total              Average        Average        % Change                   % Increase
             No. of        Total           Sales              GLA per        Sales per     In Sales          New        In Total
Year         Centers        GLA          (Billions)           Center         Sq. Ft.        per Sq. Ft.     Centers     Centers
=================================================================================================================================
<S>           <C>      <C>             <C>                   <C>             <C>             <C>            <C>          <C>  
1987          30,641   3,722,957,095   $ 602,294,426         121,502         $161.78         2.41%          2,145        7.53%
- ---------------------------------------------------------------------------------------------------------------------------------
1988          32,563   3,947,025,194   $ 641,096,793         121,212         $162.43         0.40%          1,922        6.27%
- ---------------------------------------------------------------------------------------------------------------------------------
1989          34,683   4,213,931,734   $ 682,752,628         121,498         $162.02        -0.25%          2,120        6.51%
- ---------------------------------------------------------------------------------------------------------------------------------
1990          36,515   4,390,371,537   $ 706,380,618         120,235         $160.89        -0.70%          1,832        5.28%
- ---------------------------------------------------------------------------------------------------------------------------------
1991          37,975   4,563,791,215   $ 716,913,157         120,179         $157.09        -2.37%          1,460        4.00%
- ---------------------------------------------------------------------------------------------------------------------------------
1992          38,966   4,678,527,428   $ 768,220,248         120,067         $164.20         4.53%            991        2.61%
- ---------------------------------------------------------------------------------------------------------------------------------
1993          39,633   4,770,760,559   $ 806,645,004         120,373         $169.08         2.97%            667        1.71%
- ---------------------------------------------------------------------------------------------------------------------------------
1994          40,368   4,860,920,056   $ 851,282,088         120,415         $175.13         3.58%            735        1.85%
- ---------------------------------------------------------------------------------------------------------------------------------
1995          41,235   4,967,160,331   $ 893,814,776         120,460         $179.94         2.75%            867        2.15%
- ---------------------------------------------------------------------------------------------------------------------------------
Compound                                                                                             
Annual
Growth        +3.78%            +3.67%              +5.06%       -.11%         +1.34%         N/A             N/A         N/A
=================================================================================================================================
Source:        National Research Bureau Shopping Center Database and Statistical Model
</TABLE>


     From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 3.7 percent since 1987. New
construction was up 2.2 percent in 1995, a slight increase over 1994 but still
well below the peak year 1987 when new construction increased by 7.5 percent.
California was by far the most active state with 139 new centers opening,
followed by North Carolina (64) and Florida (53).

     Among the 41,235 centers in 1995, the following breakdown by size can be
shown.

<TABLE>
<CAPTION>
========================================================================================
                    U.S. Shopping Center Inventory, YE December 1995
========================================================================================
                                  Number of Centers             Square Feet (Millions)
                               ---------------------------------------------------------
 Size Range (SF)               Amount         Percent          Amount            Percent
========================================================================================
<S>                            <C>             <C>             <C>               <C>  
Under    100,000               26,001           63.1%          1,266.9            25.5%
100,001- 200,000                9,974           24.2%          1,367.9            27.5%
200,001- 400,000                3,345            8.1%            886.2            17.8%
400,001- 800,000                1,234            3.0%            668.7            13.5%
800,001- 1,000,000                301             .7%            271.0             5.5%
Over    1,000,000                 380             .9%            486.4             9.8%
       Total                   41,235          100.0%          4,967.2           100.0%
========================================================================================
Source:                                          National Research Bureau (some numbers
                                                 slightly rounded).
</TABLE>


     According to the National Research Bureau, total sales in shopping centers
have grown at a compound rate of 5.06 percent since 1987. With sales growth
outpacing new construction, average sales per square foot have been showing
positive increases since the last recession. Aggregate sales were up 5.5 percent
nationwide from $851.3 billion (1994) to $893.8 billion (1995). In 1995, average
sales were $179.94 per square foot, up nearly 2.7 percent over 1994 and 1.34
percent (compound growth) over the past several years. The biggest gain came in
the super-regional category (more than 1.0 million square feet) where sales were
up 4.10 percent to $201.05 per square foot.


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

                                      -13-


<PAGE>


                                            National Retail Market Overview
================================================================================

     The following chart tracks the change in average sales per square foot by
size category between 1993 and 1995.

<TABLE>
<CAPTION>
==========================================================================================================================
                                          Sales Trends by Size Category
                                                   1993-1995
==========================================================================================================================
                                           Average  Sales Per Square  Foot                    % Change
                                     -------------------------------------------------------------------------------------
        Category                      1993              1994             1995           1994-95        1993-95
==========================================================================================================================
<S>                                  <C>              <C>              <C>               <C>            <C> 
 Less than    100,000 SF             $193.10          $199.70          $204.94           +2.6%          +3.0%
- --------------------------------------------------------------------------------------------------------------------------
 100,001 to   200,000 SF             $156.18          $161.52          $166.00           +2.8%          +3.1%
- --------------------------------------------------------------------------------------------------------------------------
 200,001 to   400,000 SF             $147.57          $151.27          $153.96          +11.8%          +2.1%
- --------------------------------------------------------------------------------------------------------------------------
 400,001 to   800,000 SF             $157.04          $163.43          $168.21           +2.9%          +3.5%
- --------------------------------------------------------------------------------------------------------------------------
 800,001 to 1,000,000 SF             $194.06          $203.20          $210.40           +3.5%          +4.1%
- --------------------------------------------------------------------------------------------------------------------------
 More than  1,000,000 SF             $183.90          $193.13          $201.05           +4.1%          +4.6%
- --------------------------------------------------------------------------------------------------------------------------
           Total                     $169.08          $175.13          $179.94          +2.75%          +3.2%
==========================================================================================================================
*  Compound Annual Change
==========================================================================================================================
Source:     National Research Bureau
==========================================================================================================================
</TABLE>

     Empirical data shows that the average GLA per capita is increasing. In
1995, the average for the nation was 18.9. This was up 17 percent from 16.1 in
1988 and more recently, 18.7 square feet per capita in 1994. Among states,
Arizona surpassed Florida and now has the highest GLA per capita with 28.1
square feet. South Dakota has the lowest at 9.08 square feet. Per capita GLA
for regional malls (defined as all centers in excess of 400,000 square feet) has
also been rising from 5.0 in 1988 to 5.5 in 1995. This information is presented
on the following chart.

           ==========================================================
                                 GLA per Capita
           ==========================================================
           Year                    All Centers         Regional Malls
           ==========================================================
           1988                           16.1                   5.0
           ----------------------------------------------------------
           1989                           17.0                   5.2
           ----------------------------------------------------------
           1990                           17.7                   5.3
           ----------------------------------------------------------
           1991                           18.1                   5.3
           ----------------------------------------------------------
           1992                           18.3                   5.5
           ----------------------------------------------------------
           1993                           18.5                   5.5
           ----------------------------------------------------------
           1994                           18.7                   5.4
           ----------------------------------------------------------
           1995                           18.9                   5.5
           ==========================================================
           Source:                                     International
                    Council of Shopping Center: The Scope of The
                    Shopping Center Industry and National Research Bureau

     The Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.


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

                                      -14-


<PAGE>


                                            National Retail Market Overview
================================================================================

     The retail industry's importance to the national economy can also be seen
in the level of direct employment. According to F.W. Dodge, the construction
information division of McGraw- Hill, new projects in 1994 generated $2.6
billion in construction contract awards and supported 41,600 jobs in
construction trade and related industries. This is nearly half of the
construction employment level of 95,360 for new shopping center development in
1990. It is estimated that 10.18 million people are now employed in shopping
centers, equal to about one of every nine non-farm workers in the country. This
is up 2.9 percent over 1991.

Market Shifts - Contemporary Trends in the Retail Industry

     During the 1980s, the department store and specialty apparel store
industries competed in a tug of war for consumer dollars. Specialty stores
emerged largely victorious as department store sales steadily declined as a
percentage of total GAFO sales during the decade, slipping from 47.0 percent in
1979 to 44.0 percent in 1989. During this period, many anchor tenants teetered
from high debt levels incurred during speculative takeovers and leveraged
buyouts of the 1980s. Bankruptcies and restructuring, however, have forced major
chains to refocus on their customer and shed unproductive stores and product
lines. At year end 1994, department store sales, as a percentage of GAFO sales,
were approximately 37.5 percent.

     The continued strengthening of some of the major department store chains,
including Sears, Federated/Macy's, May and Dayton Hudson, is in direct contrast
to the dire predictions made by analysts about the demise of the traditional
department store industry. This has undoubtedly been brought about by the
heightened level of merger and acquisition activity in the 1980s which produced
a burdensome debt structure among many of these entities. When coupled with
reduced sales and cash flow brought on by the recession, department stores were
unable to meet their debt service requirements.

     Following a round of bankruptcies and restructurings, the industry has
responded with aggressive cost-cutting measures and a focused merchandising
program that is decidedly more responsive to consumer buying patterns. The
importance of department stores to mall properties is tantamount to a successful
project since the department store is still the principal attraction that brings
patrons to the center.

     On balance, 1994/95 was a continued period of transition for the retail
industry. Major retailers achieved varying degrees of success in meeting the
demands of increasingly value conscious shoppers. Since the onset of the
national economic recession in mid-1990, the retail market has been
characterized by intense price competition and continued pressure on profit
margins. Many national and regional retail chains have consolidated operations,
closed underperforming stores, and/or scaled back on expansion plans due to the
uncertain spending patterns of consumers. Consolidations and mergers have
produced a more limited number of retail operators, which have responded to
changing spending patterns by aggressively repositioning themselves within this
evolving market. Much of the recent retail construction activity has involved
the conversion of existing older retail centers into power center formats,
either by retenanting or through expansion. An additional area of growth in the
retail sector is in the "supercenter" category, which consists of the combined
grocery and department stores being developed by such companies as Wal-Mart and
Kmart. These formats require approximately 150,000 to 180,000 square feet in
order to carry the depth of merchandise necessary for such economies of scale
and market penetration.

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

                                      -15-


<PAGE>


                                            National Retail Market Overview
================================================================================

     Some of the important developments in the industry over the past year can
be summarized as follows:

     o    The discount department store industry emerged as arguably the most
          volatile retail sector, lead by regional chains in the northeast.
          Jamesway, Caldor and Bradlees each filed for Chapter 11 within six
          months and Hills Stores is on the block. Jamesway is now in the
          process of liquidating all of its stores. Filene's Basement was
          granted relief from some covenant restrictions and its stock price
          plummeted. Ames, based in Rocky Hill, Connecticut, will close 17 of
          its 307 stores. Kmart continues to be of serious concern. Its debt has
          been downgraded to junk bond status. Even Wal-Mart, accustomed to
          double digit sales growth, has seen some meager comparable sales
          increases. These trends are particularly troubling for strips since
          these tenants are typical anchors.

     o    The attraction of regional malls as an investment has diminished in
          view of the wave of consolidations and bankruptcies affecting in-line
          tenants. Some of the larger restructurings include Melville with plans
          to close up to 330 stores, sell Marshalls to TJX Companies, split into
          three publicly traded companies, and sell Wilsons and This End Up;
          Petrie Retail, which operates such chains as M.J. Carroll, G&G, Jean
          Nicole, Marianne and Stuarts, has filed for bankruptcy protection;
          Edison Brothers (Jeans West, J. Riggins, Oak Tree, 5-7-9 Shops, etc.)
          announced plans to close up to 500 stores while in Chapter 11; J.
          Baker intends to liquidate Fayva Shoe division (357 low-price family
          footwear stores); The Limited announced a major restructuring,
          including the sale of partial interests in certain divisions; Charming
          Shoppes will close 290 Fashion Bug and Fashion Bug Plus stores; Trans
          World Entertainment (Record Town) has closed 115 of its 600 mall shop
          locations. Other chains having trouble include Rickel Home Centers
          which filed Chapter 11; Today's Man, a 35 store Philadelphia based
          discount menswear chain has filed; nine subsidiaries of Fretta,
          including Dixon's, U.S. Holdings and Silo, filed Chapter 11; and
          Clothestime, also in bankruptcy will close up to 140 of its 540
          stores. Merry-Go-Round, a chain that operates 560 stores under the
          names Merry-Go-Round, Dejaiz and Cignal is giving up since having
          filed in January 1994 and will liquidate its assets. Toys "R" Us has
          announced a global reorganization that will close 25 stores and cut
          the number of items it carries to 11,000 from 15,000. Handy Andy, a
          50 year old chain of 74 home improvement centers which had been in
          Chapter 11, has decided to liquidate, laying off 2,500 people.

     o    Overall, analysts estimate that 4,000 stores closed in 1995 and as
          many as 7,000 more will close in 1996. Mom-and-Pop stores, where 75
          percent of U.S. retailers employ fewer than 10 people have been
          declining for the past decade. Dun and Bradstreet reports that retail
          failures are up 1.4 percent over Last year - most of them small stores
          who don't have the financial flexibility to renegotiate payment
          schedule.




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

                                      -16-


<PAGE>

                                            National Retail Market Overview
================================================================================

     o    With sales down, occupancy costs continue to be a major issue facing
          many tenants. As such, expansion oriented retailers like The Limited,
          Ann Taylor and The Gap, are increasingly shunning mall locations for
          strip centers. This has put further pressure on mall operators to be
          aggressive with their rent forecasts or in finding replacement
          tenants.

     o    While the full service department store industry led by Sears has seen
          a profound turnaround, further consolidation and restructuring
          continues. Woodward & Lothrop was acquired by The May Department
          Stores Company and JC Penney; Broadway Stores was acquired by
          Federated Department Stores; Elder Beerman has filed Chapter 11 and
          will close 102 stores; Steinbach Stores will be acquired by Crowley,
          Milner & Co.; Younkers will merge with Proffifts; and Strawbridge and
          Clothier has hired a financial advisor to explore strategic
          alternatives for this Philadelphia based chain.
  
     o    Aside from the changes in the department store arena, the most notable
          transaction in 1995 involved General Growth Properties' acquisition of
          the Homart Development Company in a $1.85 billion year-end deal.
          Included were 25 regional malls, two current projects and several
          development sites. In November, General Growth arranged for the sale
          of the community center division to Developers Diversified for
          approximately $505 million. Another notable deal involved Rite Aid
          Corporation's announcement that it will acquire Revco Drug Stores in a
          $1.8 billion merger to form the nation's largest drug store company
          with sales of $11 billion and 4,500 +/- stores.

     o    As of January 1, 1995 there were 311 outlet centers with 44.4 million
          square feet of space. Outlet GLA has grown at a compound annual rate
          of 18.1 percent since 1989. Concerns of over-building, tenant
          bankruptcies, and consolidations have now negatively impacted this
          industry as evidenced by the hit the outlet REIT stocks have taken.
          Outlet tenants have not been immune to the global troubles impacting
          retail sales as comparable store sales were down 3.1 percent through
          November 1995.

     o    Category Killers and discount retailers have continued to drive the
          demand for additional space. In 1995, new contracts were awarded for
          the construction or renovation of 260 million square feet of stores
          and shopping centers, up from 173 million square feet in 1991
          according to F.W. Dodge, matching the highest levels over the past two
          decades. It is estimated that between 1992 and 1994, approximately
          55.0 percent of new retail square footage was built by big box
          retailers. In 1994, it is estimated that they accounted for 80.0
          percent of all new stores. Most experts agree that the country is
          over-stored. Ultimately, it will lead to higher vacancy rates and
          place severe pressure on aging, capital intensive centers. Many
          analysts predict that consolidation will occur soon in the office
          products superstores category where three companies are battling for
          market share - OfficeMax, Office Depot and Staples.



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

                                      -17-


<PAGE>


                                            National Retail Market Overview
================================================================================

     o    Entertainment is clearly the new operational requisite for property
          owners and developers who are incorporating some form of entertainment
          into their designs. With a myriad of concepts available, ranging from
          mini-amusement parks to multiplex theater and restaurant themes, to
          interactive high-tech applications, choosing the right formula is a
          difficult task.

Investment Criteria and Institutional Investment Performance

     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A DCF
is defined as a set of procedures in which the quantity, variability, timing,
and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified yield
rate. Understandably, market thinking has evolved after a few hard years of
reality where optimistic cash flow projections did not materialize. The DCF is
still, in our opinion, a valid valuation technique that when property supported,
can present a realistic forecast of a property's performance and its current
value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their Emerging
Trends in Real Estate - 1996 that their respondents give retail investments
generally poor performance forecasts in their latest survey due to the
protracted merchant shake-out which will continue into 1996. While dominant,
Class A malls are still considered to be one of the best real estate investments
anywhere, only 13.0 percent of the respondents recommended buying malls. Rents
and values are expected to remain flat (in real terms) and no one disputes their
contention that 15 to 20 percent of the existing malls nationwide will be out of
business by the end of the decade. For those centers that will continue to
reposition themselves, entertainment will an increasingly important part of
their mix.

     Investors do cite that, after having been written off, department stores
have emerged from the shake-out period as powerful as ever. The larger chains
such as Federated, May and Dillard's, continue to acquire the troubled regional
chains who find it increasingly difficult to compete against the category
killers. Many of the nations largest chains are reporting impressive profit
levels, part of which has come about from their ability to halt the double digit
sales growth of the national discount chains. Mall department stores are
aggressively reacting to power and outlet centers to protect their market share.
Department stores are frequently meeting discounters on price.

     While power centers are considered one retail property type currently in a
growth mode, most respondents feel that the country is over-stored and value
gains with these types of centers will lag other property types, including
malls, over five and ten year time frames.




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

                                      -18-


<PAGE>


                                            National Retail Market Overview
================================================================================
                          

     The following chart summarizes the results of their current survey.

<TABLE>
<CAPTION>
======================================================================================================
                                   Retail Property Ranking* and Forecasts
======================================================================================================
                            Investment Potential                           Predicted Value Gains
                           ----------------------                    --------------------------------
     Property Type                                       1996
                           Rating(1)    Ranking(2)  Rent Increase    1 Yr.       5 Yr*.      10 Yrs.
======================================================================================================
<S>                          <C>          <C>            <C>          <C>         <C>          <C>
     Regional Malls          4.9          8th            2.0%         2%          20%          40%
- -----------------------------------------------------------------------------------------------------
     Power Centers           5.3          6th            2.3%         1%          17%          32%
- -----------------------------------------------------------------------------------------------------
Community Centers            5.4          5th            2.4%         2%          17%          33%
======================================================================================================
1                                         Scale of 1 to 10


2                                         Based on 9 property types
======================================================================================================
</TABLE>


     The NCREIF Property Index represents data collected from the Voting Members
of the National Council of Real Estate Investment Fiduciaries. As shown in the
following table, data through the third quarter of 1995 shows that the retail
index posted a positive 1.23 percent increase in total return. Increased
competition in the retail sector from new and expanding formats and changing
locational references has caused the retail index to trail all other property
types. As such, the -2.01 percent decline in value reported by the retail
subindex for the year were in line with investors' expectations.

================================================================================
                             Retail Property Returns
                                  NCREIF Index
                             Third Quarter 1995 (%)
================================================================================
  Period              Income      Appreciation     Total    Change in CPI
================================================================================
3rd Qtr. 1995          1.95           -.72          1.23           .46
- --------------------------------------------------------------------------------
  One Year             8.05          -2.01          5.92          2.55
- --------------------------------------------------------------------------------
 Three Years           7.54          -3.02          4.35          2.73
- --------------------------------------------------------------------------------
 Five Years            7.09          -4.61          2.23          2.92
- --------------------------------------------------------------------------------
  Ten Years            6.95            .54          7.52          3.53
================================================================================
Source:                   Real Estate Performance Report
                          National Council of Real Estate Investment Fiduciaries
================================================================================
     
     It is noted that the positive total return continues to be affected by the
capital return component which has been negative for the last five years.
However, as compared to the CPI, the total index has performed relatively well.

Real Estate Investment Trust Market (REITs)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter the
market until the latter part of 1993 and early 1994. It is noted that REITs
have dominated the investment market for apartment properties and have evolved
into a major role for retail properties as well.


================================================================================
    
                                      -19-


<PAGE>


                                            National Retail Market Overview
================================================================================

     As of November 30, 1995, there were 297 REITs in the United States, about
79.0 percent (236) which are publicly traded. The advantages provided by REITs,
in comparison to more traditional real estate investment opportunities, include
the diversification of property types and location, increased liquidity due to
shares being traded on major exchanges, and the exemption from corporate taxes
when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REITs which can either be
"open-ended", or Finite- life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o    Equity REITs center around the ownership of properties where
          ownership interests (shareholders)receive the benefit of returns from
          the operating income as well as the anticipated appreciation of
          property value. Equity REITs typically provide lower yields than
          other types of REITs, although this lower yield is theoretically
          offset by property appreciation.

     o    Mortgage REITs invest in real estate through loans. The return to
          shareholders is related to the interest rate for mortgages placed by
          the REIT.

     o    Hybrid REITs combine the investment strategies of both the equity and
          mortgage REITs in order to diversify risk.

     The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. A number of "non-traditional"
REIT buyers, such as utility funds and equity/income funds, established a major
presence in the market during 1993/94.

     1995 was not viewed as a great year for REITs relative to the advances
seen in the broader market. Through the end of November, equity REITs posted a
9.3 percent total return according to the National Association of Real Estate
Investment Trusts (NAREIT). The best performer among equity REITs was the
office sector with a 29.4 percent total return. This was followed by
self-storage (27.3%), hotels (26.7%), triple-net lease (20.6%), and health care
(18.8%). Two equity REIT sectors were in the red - outlet centers and regional
malls.

Retail REITs

     As of November 30, 1995, there were a total of 47 REITs specializing in
retail, making up approximately 16 percent of the securities in the REIT market.
Depending upon the property type in which they specialize, retail REITs are
divided into three categories: shopping centers, regional malls, and outlet
centers. The REIT performance indices chart shown as Table A on the following
page, shows a two-year summary of the total retail REIT market as well as the
performance of the three composite categories.

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

                                      -20-


<PAGE>


                                            National Retail Market Overview
================================================================================



================================================================================
                     Table A - REIT Performance Indicies

- --------------------------------------------------------------------------------
                       Y-T-D Total     Dividend    No. of REIT      Market
                        Return          Yield      Securities    Capitalization*
================================================================================
                                As of November 30,1995
- --------------------------------------------------------------------------------
TOTAL RETAIL              0.49%          8.36%          47       $14,389.1

    Strip Centers         2.87%          8.14%          29       $ 8,083.3
    Regional Malls       -2.47%          9.06%          11       $ 4,886.1
    Outlet Centers       -2.53%          9.24%           6       $ 1,108.7

- --------------------------------------------------------------------------------
                               As of November 30,1994

================================================================================
TOTAL RETAIL             -3.29%          8.35%          46       $12,913.1

    Strip Centers        -4.36%          7.98%          28       $ 7,402.7
    Regional Malls        2.84%          8.86%          11       $ 4,459.1
    Outlet Centers      -16.58%          8.74%           7       $ 1,051.4
- --------------------------------------------------------------------------------
     *    Number reported in thousands.
          Source: Realty Stock Review

     As can be seen, the 47 REIT securities have a market capitalization of
approximately $14.4 billion, up 11.5 percent from the previous year. Total
returns were positive through November 1995, reversing the negative return for
the comparable period 12 months earlier. It is noted that the positive return
was the result of the strength of the shopping center REITs which constitute
nearly 60 percent of the market capitalization. Total retail REITs dividend
yields have remained constant over the last year at approximately 8.36 percent.
Regional mall and shopping center REITs dominate the total market, making up
approximately 85 percent of the 47 retail REITs.

     While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized marketplace
has provided sellers with an attractive alternative to the more traditional
market for large retail properties.

Regional Mall REITs

     The accompanying exhibit Table B summarizes the basic characteristics of
eight REITs and one publicly traded real estate operating company (Rouse
Company) comprised exclusively or predominantly of regional mall properties.
Excluding the Rouse Company (ROUS), the IPOs have all been completed since
November 1992. The nine public offerings with available information have a total
of 281 regional or super regional malls with a combined leasable area of
approximately 229 million square feet. This figure represents more than 14.0
percent of the total national supply of this product type.


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

                                      -21-


<PAGE>


                                            National Retail Market Overview
================================================================================

was the star performer in 1995 with a 15 percent increase in its stock price
following the acquisition of the Homart retail portfolio from Sears for $1.85
billion - the biggest real estate acquisition of the decade.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Table B . REGIONAL MALL REIT ANALYSIS 
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
  REIT PORTFOLIO                              CBL       CMW         EJD      GGP      MAC       ROUS       SPG      TCO       URS
                                             CBL &     Crown      Edward    General  Macerich   Rouse     Simon    Taubman   Urban
                                             Assoc.    Amercian  Debartolo  Growth   Company    Company  Property  Centers  Shopping
====================================================================================================================================

<S>                                         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>  
- ----------------
Company Overview
- ----------------

Total Retail Centers                            95        23        51        40        16        67        56        19        12
      -Super Regional Centers*                   5         1        28        14         4        27        21        16         7
      -Regional Centers                         11        22        23        25        10        27        35         3         2
      -Community Centers                        79        --        11         1         2        13        55        --         3
      -Other                                    --        --        --        --        --        --         3        --        --
Total Mall GLA**                            17,129    12,686    44,460    28,881    10,620    44,922    39,329    22,031     8,895
Total Mall Shop GLA**                        6,500     4,895    15,300    12,111        --    19,829    15,731     9,088     2,356
Avg. Total GLA/Center**                        180       552       872       722       664       670       702     1,160       741
Avg.  Mall Shop GLA/Center-                     68       213       300       303        --       296       281       478       196

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

- ----------------
Mall Operations
- ----------------

Reporting Year                                1994      1994      1994      1994      1994      1994      1994      1994      1994
Avg Sales PSF of Mall GLA                     $226      $204      $260      $245      $262      $285      $259      $335      $348
Minimum Rent/Sales Ratio                       8.6%      7.1%      8.3%       --        --        --       6.8%     10.2%      8.1%
Total Occupancy Cost/Sales Ratio              12.2%     10.0%     12.4%       --      11.2%       --      10.2%     14.8%     11.7%
Mall Shop Occupancy Level                     88.7%     84.0%     85.0%     87.0%     92.9%       --      86.2%     86.6%     93.3%

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

- ----------------
Share Prices
- ----------------

IPO Date                                  10/27/93    8/9/93   6/30/94   4/8/93    3/9/94      1966    12/26/93  11/18/92  10/6/93
IPO Price                                   $19.50    $17.25    $14.75    $22.00    $19.00        --    $22.25    $11.00    $23.50
Curtert Price (12/15/95)                    $21.63     $7.38    $13.00    $19.13    $19.75    $19.63    $25.13     $9.75    $21.75
52-Week High                                $22.00    $14.13    $15.13    $22.63    $21.88    $22.63    $26.00    $10.38    $22.50
52-Week Low                                 $17.38    $6.50     $12.00    $18.13    $19.25    $17.50    $22.50     $8.88    $18.75

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

- -----------------------
Capitalization & Yields
- -----------------------

Outstancling Shares***                       30.20     36.85     89.60     43.37     31.45     47.87     95.64    125.85     21.19
Market Capitalization***                      $653      $272    $1,165      $830      $621      $940    $2,403    $1,227      $461
Annual Dividend                              $1.59     $0.80     $1.26     $1.72     $1.68     $0.80     $1.97     $0.88     $1.94
Dividend Yield (12/15/95)                     7.35%    10.84%     9.69%     8.99%     8.51%     4.08%     7.84%     9.03%     8.92%
FFO 1995****                                 $1.85     $1.50     $1.53     $1.96     $1.92     $1.92     $2.28     $0.91     $2.17
FFO Yield (12/15/95)                          8.55%    20.33%    11.77%    10.25%     9.72%     9.78%     9.07%     9.33%     9.98%
- ------------------------------------------------------------------------------------------------------------------------------------

Source: Salomon Bothers and Realty Stock Review; Annual Reports

     *    Super Regional Center (>= 800,000 Sq. Ft.).
     **   Numbers in thousands (OOO) includes malls only.
     ***  Nurnbers in millions.
     **** Funds From Operations is defined as net income (loss) before
          depreciation, amortization, other non-cash items, extraordinary items,
          gains or losses on sales of assests and before minority interests in
          the Operating Partnership.

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


================================================================================
                                      -22-


<PAGE>


                                            National Retail Market Overview
================================================================================

Shopping Center REITs
                     
     Shopping center REITs comprise the largest sector of the retail REIT market
accounting for 29 out of the total 47 securities. General characteristics of
eight of the largest shopping center REITs are summarized on Table C. The public
equity market capitalization of the eight companies totaled $6.1 billion as of
December 15, 1995. The two largest, Kimco Realty Corp. and New Plan Realty Trust
have a market capitalization equal to approximately 34.5 percent of the group
total.

     While the regional mall and outlet center REIT markets struggled through
1995, shopping center REITs showed a positive November 30, 1995 year-to-date
return of 2.87%. Through 1995, transaction activity in the national shopping
center market has been moderate. Most of the action in this market is in the
power center segment. As an investment, power centers appeal to investors and
REITs because of the high current cash returns and long-term leases. However,
with their popularity, the potential for overbuilding is high. Also creating
skepticism within this market is the stability of several large discount
retailers such as Kmart, and other discount department stores which typically
anchor power centers. Shopping center REITs which hold numerous properties where
struggling retailers are located are currently keeping close watch over these
centers in the event of these anchor tenants vacating their space.

     Similar to the regional mall REITs, shopping center REITs have been
publicly traded for only a short period and do not have a defined track record.
While the REITs have been in existence for a relatively short period, the growth
requirements of the companies should place upward pressure on values due to
continued demand for new product.

================================================================================

                                      -23-



<PAGE>



                                           National Retail Market Overview
================================================================================

Table C - SHOPPING CENTER REIT ANALYSIS
Cushman & Wakefield, Inc.

<TABLE>
<CAPTION>

REIT PORTFOLIO                                  DDR                   FRT                   GRT                   JPR    
                                             Devel.               Federal              Glimcher                    JP    
                                        Diversified            Realty Inv                Realty            Realty Inc    
=====================================================================================================================
Company Overview
- -----------------------

<S>                                     <C>                   <C>                   <C>                   <C>
Total Properties                                111                    53                    84                    46
Total Retail Centers                            104                    53                    84                    40
Total Retail GLA*                            23,600                11,200                12,300                 6,895
Avg. Total GLA/Center*                          227                   211                   146                   172
- ---------------------------------------------------------------------------------------------------------------------

Mall Operations
- -----------------------

Reporting Year                                 --                    --                    1994                  --   
Total Rental Income                            --                    --             $    71,101                  --   
Average Rent/square Foot                $      6.04                  --             $      5.78                  --   
Total Operating Expenses                       --                    --             $    45,746                  --   
Operating Expenses/Square Foot                 --                    --             $      3.72                  --   
Operating Expense Ratio                        --                    --                    64.3%                 --   
Total Occupancy Level                          96.6%                 95.1%                 96.3%                 94.0%
- ---------------------------------------------------------------------------------------------------------------------

Share Profits
- -----------------------

IPO Date                                       1992                  1993                  1994                  1994 
IPO Price                               $     19.50           $     17.25           $     14.75           $     22.00
Current Price (12/15/95)                $     29.88           $     23.38           $     17.75           $     20.63
52 - Week High                          $     32.00           $     23.75           $     22.38                $21.38
52 - Week Low                           $     26.13           $     19.75           $     16.63                $17.38
- ---------------------------------------------------------------------------------------------------------------------

Capitalization & Yields
- -----------------------

Outstanding Shares**                          18.96                 32.22                 24.48                 19.72
Market Capitalization**                 $       567           $       753           $       435           $       407
Annual Dividend                         $      2.40           $      1.64           $      1.92           $      1.68
Dividend Yield (12/15/95)                      8.03%                 7.01%                10.82%                 8.14%
FFO 1995***                             $      2.65           $      1.78           $      2.25           $      1.83
FFO Yield (12/15/95)                           8.87%                 7.61%                12.68%                 8.87%
- ---------------------------------------------------------------------------------------------------------------------


<CAPTION>



REIT PORTFOLIO                                  KIM                   NPR                   VNO                   WRI        
                                             Kimco,              New plan               Vornado            Weingarten 
                                        Realty Corp                Realty                Realty                Realty       
=====================================================================================================================     
Company Overview
- -----------------------

<S>                                     <C>                   <C>                   <C>                   <C>  
Total Properties                                193                   123                    65                   161  
Total Retail Centers                            193                   102                    56                   141
Total Retail GLA*                            26,001                14,500                 9,501                13,293
Avg. Total GLA/Center*                          135                   142                   170                    94
- ---------------------------------------------------------------------------------------------------------------------

Mall Operations
- -----------------------

Reporting Year                                 1994                  --                    --                    1994
Total Rental Income                     $   125,272                  --                    --             $   112,233
Average Rent/square Foot                $      4.82                  --                    --             $      8.44
Total Operating Expenses                $    80,563                  --                    --             $    76,771
Operating Expenses/Square Foot          $      3.10                  --                    --             $      5.78
Operating Expense Ratio                        64.3%                 --                    --                    68.4%
Total Occupancy Level                          94.7%                 95.4%                 94.0%                 92.0%
- ---------------------------------------------------------------------------------------------------------------------

Share Profits
- -----------------------

IPO Date                                       1991                  1973                  1993                  1985
IPO Price                               $     19.00                  --             $     22.25                  --
Current Price (12/15/95)                $     42.25           $     21.63           $     36.13           $     36.13
52 - Week High                          $     42.25           $     23.00           $     38.13           $     38.13
52 - Week Low                           $     35.00           $     18.75           $     32.75           $     32.75
- ---------------------------------------------------------------------------------------------------------------------

Capitalization & Yields
- -----------------------

Outstanding Shares**                          22.43                 53.26                 24.20                 26.53
Market Capitalization**                 $       948           $     1,152           $       874           $       959
Annual Dividend                         $      2.16           $      1.39           $      2.24           $      2.40
Dividend Yield (12/1 SM)                       5.11%                 6.43%                 6.20%                 6.64%
FFO 1995***                             $      3.15           $      1.44           $      2.67           $      2.80
FFO Yield (12/15/95)                           7.46%                 6.66%                 7.39%                 7.75%
- ---------------------------------------------------------------------------------------------------------------------



</TABLE>

Source: Salomon Bothers and Realty Stock Review Annual Reports

*    Numbers in thousands (000) includes retail properties only.

**   Numbers in millions.
         
***  Funds From Operations is defined as net income (loss) before depreciation,
     amortiztion, other non-cash items, extraordinary items, gains or losses on
     sales of assets and before minority interests in the Operating Partnership.

================================================================================

                                      -24-



<PAGE>



                                            National Retail Market Overview
================================================================================

Outlook
                   
     A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

     With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

     o    The gradual obsolescence of some existing retail locations and retail
          facilities;
                     
     o    The evolution of the locational needs and format preferences of
          various anchor tenants; and
                     
     o    Rising retail sales generated by increasing population and household
          levels.

     By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

     On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer. There will
continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet the
needs of the consumer. Quite obviously, many of the nations' existing retail
developments will find it difficult if not impossible to compete. Tantamount to
the success of these older centers must be a proper merchandising or
repositioning strategy that adequately considers the feasibility of the capital
intensive needs of such an undertaking. Coincident with all of the change which
will continue to influence the industry is a general softening of investor
bullishness. This will lead to a realization that the collective interaction of
the fundamentals of risk and reward now require higher capitalization rates and
long term yield expectations in order to attract investment capital.

================================================================================

                                      -25-



<PAGE>



             =======================================================
             State of North Carolina Temporary Privilege Certificate
             =======================================================



<PAGE>


                                     [SEAL]
                                 NORTH CAROLINA
                                 APPRAISAL BOARD
A. MELTON BLACK. JR.             P.O. BOX 20500                  DONALD F. CREWS
Executive Director          RALEIGH, N.C. 27619-0500             Deputy Director
                                  919/420-7920              ROBERTA A. Ouellette
                                                                   Legal Counsel
                                                                  Permit No. 594
                            TEMPORARY PRACTICE PERMIT

Having satisfied the North Carolina Appraisal Board as to his (or her)
qualifications for an Appraisal Temporary Practice Permit under the provisions
of North Carolina Appraisal Board Rule 57A.0210, temporary appraiser licensing
or certification privileges are hereby granted to the person named below for the
exclusive and limited purpose of performing that appraisal assignment summarily
described below. This Temporary Practice Permit shall become effective on the
date of its issuance or the beginning date of the appraisal assignment,
whichever shall come later; and unless extended by the Appraisal Board, shall
expire upon the completion of the appraisal assignment or upon the expiration
date set forth below, whichever shall come first.

Permittee Name:                         Douglas C. Holowink

State in which Resident Appraiser
License/Certificate Held:               New York

Type and Number of License/
Certificate Held in Resident State:     General                  No. 46000003911

Appraisal Assignment:     Golden East Crossing is located at the intersection of
                          NC HWY 43 and US HWY 301 Bypass in Rocky Mount, NC. It
                          is a regional mall with 572,400 square feet located on
                          a 70.5+/- acre parcel. The purpose of the report is to
                          estimate fair market value.

Appraisal Beginning Date: 5/10/96                 Ending Date: 6/10/96
Permit Issuance Date:     5/15/96                 Expiration Date: 6/12/96



                                             /s/ [ILLEGIBLE]
                                             ---------------------------------
                                             A. Melton Black, Jr.
                                             Executive Director
                                             North Carolina Appraisal Board

In issuing this permit, the North Carolina Appraisal Board has made no
independent inquiry regarding the competency of the permitee or his (or her)
qualifications to perform the appraisal assignment herein described.



<PAGE>



                ================================================
                1994 & 1995 Operating Statements and 1996 Budget
                ================================================



<PAGE>




Page B-1                        
         
      Property: Golden East Crossing                               DATE :  06/30
      Company #:  9125                                             TIME :  10:27
GLA - Small Shop :  218,704
                                                                              

                           URBAN RETAIL PROPERTIES CO.
                        1996 COMMERCIAL OPERATING BUDGET
                                                       
                           YR-TO-YR BUDGET COMPARISON
                                                       
<TABLE>
<CAPTION>


- ------------------------------------------------------------------------------------------------------------------------------------
                                                           1995        1995 Budget/    1995 Proj    1995 Proj       1996            
                                                          Budget         Sq. Ft.        Actual      Act/Sq Ft      Budget           
                                                                                                                                    
====================================================================================================================================
<S>                                                     <C>               <C>          <C>            <C>         <C>               
    INCOME:                                                                                                                         
Rental Income                                           3,356,532         $15.35       3,379,152      $15.45      3,331,946         
Percentage Rent                                           291,897           1.33         447,650        2.05        385,943         
Common Area Income                                      1,009,715           4.62         882,335        4.03      1,106,227         
Food Court Income                                          14,209           0.06          17,140        0.08         25,607         
Real Estate Tax Income                                    269,174           1.23         181,519        0.83        258,041         
Utility Income                                             49,391           0.23          51,602        0.24         47,682         
Other Tenant Charges                                        8,556           0.04          16,026        0.07          8,494         
Miscellaneous Income                                       30,344           0.14          58,976        0.27         30,344         
- ------------------------------------------------------------------------------------------------------------------------------------
   TOTAL INCOME                                         5,029,818         $23.00       5,034,400      $23.02      5,194,284         
- ------------------------------------------------------------------------------------------------------------------------------------
   EXPENSES:                                                                                                                        
Advertising/Promotion                                         950          $0.00             540       $0.00              0         
Administrative                                             39,696           0.18          40,509        0.19         37,761         
Janitorial/Cleaning                                       205,980           0.94         205,729        0.94        206,247         
Building Decorating                                         3,300           0.02           2,539        0.01          3,900         
Lawn Maintenance                                           64,288           0.29          67,333        0.31         66,400         
Security                                                   19,236           0.09          18,380        0.08         21,345         
Rubbish Removal                                            36,124           0.17          34,314        0.16         37,620         
Snow Removal                                                5,000           0.02               0        0.00          2,500         
Parking Lot Repairs & Maint                                94,368           0.43          96,437        0.44        106,168         
Building Maint & Repair                                    59,079           0.27          57,099        0.26         71,650         
Payroll - Salary/ Bonus                                   242,866           1.11         266,660        1.22        297,684         
Payroll - Taxes/Insurance                                  48,570           0.22          53,332        0.24         59,536         
Other Operating Expenses                                   49,828           0.23          51,165        0.23         52,121         
Management Fees                                           145,718           0.67         152,956        0.70        147,419         
General Insurance                                          70,615           0.32          66,556        0.30         53,778         
Professional Services                                     117,574           0.54          75,453        0.35         69,379         
Utility - Electricity                                     147,695           0.68         148,795        0.68        151,671         
            -Gas/Fuel                                           0           0.00               0        0.00              0         
            -Water/Sewer                                   32,321           0.15          31,139        0.14         32,707         
Real Estate Taxes (Incl. Consultant Fees)                 311,537           1.42         291,116        1.33        291,116         
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                          1,694,745          $7.75       1,660,052       $7.59      1,709,002         
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
     NET OPERATING INCOME                               3,335,073         $15.25       3,374,348      $15.43      3,485,282         
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Interest                                       2,732,628         $12.49       2,732,628      $12.49      2,732,628         
Mortgage Principal                                              0           0.00               0        0.00              0         
Additional Mortgage Interest                                    0           0.00               0        0.00              0         
Land Rent                                                       0           0.00               0        0.00              0         
Additional Land Rent                                            0           0.00               0        0.00              0         
Other Interest Expense                                          0           0.00               0        0.00              0         
- ------------------------------------------------------------------------------------------------------------------------------------
     SUB-TOTAL OPERATING CASH FLOW                        602,445          $2.75         641,720       $2.93        752,654         
- ------------------------------------------------------------------------------------------------------------------------------------
NET MARKETING/MEDIA FUNDS (Rec/Disb)                            0          $0.00               0       $0.00              0         
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
     OPERATING CASH FLOW                                  602,445          $2.75         641,720       $2.93        752,654         
                                                                                                                                    
 ....................................................................................................................................
Tenant Improvements                                       237,750          $1.09         303,610       $1.39        305,237         
Capital Improvements                                       75,000           0.34          59,949        0.27        160,871         
Lease Commissions                                               0           0.00               0        0.00              0         
 ....................................................................................................................................
     CASH FLOW                                            289,695          $1.32         278,161       $1.27        286,546         
====================================================================================================================================


<CAPTION>


- --------------------------------------------------------------------------------------------------------------
                                                     1996 Budget/     Variance       % Variance    Reference  
                                                       Sq. Ft.      96Bud/95 Act    96 Bud/95Act     Pg No    
                                                                                                              
==============================================================================================================
<S>                                                   <C>             <C>                <C>      <C>      <C>
    INCOME:                                                                                                   
Rental Income                                         $15.23          (47,206)          -1.40%    10,23,32-36 
Percentage Rent                                         1.76          (61,707)         -13.78%    10,23,49-51 
Common Area Income                                      5.06           223,892          25.37%    10,23,32,52 
Food Court Income                                       0.12             8,467          49.40%    11,23,32,52 
Real Estate Tax Income                                  1.18            76,522          42.16%    11,23,32,52 
Utility Income                                          0.22           (3,920)          -7.60%       11,23,83 
Other Tenant Charges                                    0.04           (7,532)         -47.00%       12,23,83 
Miscellaneous Income                                    0.14          (28,632)         -48.55%       12,23,83 
- --------------------------------------------------------------------------------------------------------------
   TOTAL INCOME                                       $23.75           159,884           3.18%                
- --------------------------------------------------------------------------------------------------------------
   EXPENSES:                                                                                        
Advertising/Promotion                                  $0.00             (540)        -100.00%       13,23,95 
Administrative                                          0.17           (2,748)          -6.78%    13,23,95-96 
Janitorial/Cleaning                                     0.94               518           0.25%       13,23,96 
Building Decorating                                     0.02             1,361          53.60%       14,23,96 
Lawn Maintenance                                        0.30             (933)          -1.39%       14,23,97 
Security                                                0.10             2,965          16.13%       14,23,97 
Rubbish Removal                                         0.17             3,306           9.63%       15,23,97 
Snow Removal                                            0.01             2,500           0.00%       15,23,97 
Parking Lot Repairs & Maint                             0.49             9,731          10.09%       15,23,97 
Building Maint & Repair                                 0.33            14,551          25.48%       16,23,98 
Payroll - Salary/ Bonus                                 1.36            31,024          11.63%       16,23,99 
Payroll - Taxes/Insurance                               0.27             6,204          11.63%       16,23,99 
Other Operating Expenses                                0.24               956           1.87%      17,23,102 
Management Fees                                         0.67           (5,537)          -3.62%      17,23,103 
General Insurance                                       0.25          (12,778)         -19.20%      17,23,103 
Professional Services                                   0.32           (6,074)          -8.05%      18,23,103 
Utility - Electricity                                   0.69             2,876           1.93%      18,23,104 
            -Gas/Fuel                                   0.00                 0           0.00%                
            -Water/Sewer                                0.15             1,568           5.04%      19,23,105 
Real Estate Taxes (Incl. Consultant Fees)               1.33                 0           0.00%      19,23,105 
- ------------------------------------------------------------------------------------------------------------- 
TOTAL EXPENSES                                         $7.81            48,950           2.95%                
- ------------------------------------------------------------------------------------------------------------- 
     NET OPERATING INCOME                             $15.95           110,934           3.29%                
- ------------------------------------------------------------------------------------------------------------- 
Mortgage Interest                                     $12.49                 0           0.00%      19,23,105 
Mortgage Principal                                      0.00                 0           0.00%                
Additional Mortgage Interest                            0.00                 0           0.00%                
Land Rent                                               0.00                 0           0.00%                
Additional Land Rent                                    0.00                 0           0.00%                
Other Interest Expense                                  0.00                 0           0.00%                
- --------------------------------------------------------------------------------------------------------------
     SUB-TOTAL OPERATING CASH FLOW                     $3.44           110,934          17.29%                
- --------------------------------------------------------------------------------------------------------------
NET MARKETING/MEDIA FUNDS (Rec/Disb)                   $0.00                 0           0.00%                
- --------------------------------------------------------------------------------------------------------------
     OPERATING CASH FLOW                               $3.44           110,934          17.29%                
- --------------------------------------------------------------------------------------------------------------
Tenant Improvements                                    $1.40             1,627           0.54%      22,23,106      
Capital Improvements                                    0.74           100,922         168.35%      22,23,106      
Lease Commissions                                       0.00                 0           0.00%                
- --------------------------------------------------------------------------------------------------------------
     CASH FLOW                                         $1.31             8,385           3.01%                
==============================================================================================================

<CAPTION>


- --------------------------------------------------------------------------------
                                                          1996 STANDARD    
GENERAL INFORMATION                                       PRO RATA         
                                                          TENANT CHARGE      
==============================                            ======================
                                                                                
<S>                               <C>                <C>             <C>        
GLA With All Department Stores  = 572,914                            [ILLEGIBLE]
                                                                     ---------- 
GLA With Owned Dept. Stores     = 459,957             CAM            [ILLEGIBLE]
                                                      MAM            [ILLEGIBLE]
 DEPARTMENT STORES               Square Ft.           Escalations    [ILLEGIBLE]
 -----------------                ---------           RET            [ILLEGIBLE]
 1. Belk                          112,957 (Nonowned)  Utilities      [ILLEGIBLE]
 2. JC Penny                       81,729 (Owned)     Marketing      [ILLEGIBLE]
 3. Brody's                        69,960 (Owned)     Other          [ILLEGIBLE]
 4. Sears                          89,564 (Owned)     -------------------------
 5.                                       (     )     Sub Total      [ILLEGIBLE]
 6.                                       (     )     -------------------------
 -----------------              ---------                                     
 DEPT. STORE TOTAL                354,210             Food Court     [ILLEGIBLE]
                                                      -------------------------
   Date of Purchase: 01-Jan-80                        1996 Total     [ILLEGIBLE]
     Purchase Price:                                  ==========================
          Ownership:                                                           
      Cash Invested:                                                          
                                                      1995 Total     [ILLEGIBLE]
Sales PSF (Rolling 12 Months): $272.32/pef            ==========================
                                                           
                     
                                                                               
                                                                               
- --------------------------------------------------------------------------------
<CAPTION>
                                                                               
PAYROLL NOTES
=============

                     1995 Budgeted Payroll:         242,866    
                                  /Sq. Ft.:           $1.11    
                                                               
             1995 Projected Actual Payroll:         266,660    
                                  /Sq. Ft.:           $1.22    
                                                               
                     1996 Budgeted Payroll:         297,684    
                                  /Sq. Ft.:           $1.36    
                                                               
                                                               
   Varlance - 1996 Budget vs 1995 Proj Act:          31,024    
                              % Difference:           11.63%    
                                                               
- --------------------------------------------------------------------------------
MARKETING FUND NOTES
====================

<S>                                                    <C>                    
                   Marketing Fund Income:             155,944                 
     Owner's Contribution & Subsidiaries:              38,986                 
                       Media Fund Income:              59,230                 
               
     -------------------------------------------------------- 
                            TOTAL INCOME:             254,160                 
     -------------------------------------------------------- 
               Marketing & Media Expense:             254,160                 
     -------------------------------------------------------- 
             Net Marketing & Media Funds:                   0                 
     ========================================================                 
                                                              
                                                              
                                                              
                                                              
                                                                       Page_____
================================================================================
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                        
 B-2    Co#:9125   Date: 25-Aug-95  1996 COMMERCIAL OPERATING BUDGET   Property: Golden East Crossing   Sq. Ft.: 218,704  4:31 PM  
====================================================================================================================================
                                                 Jan-96        Feb-96           Mar-96       Apr-96          May-96        Jun-96   
====================================================================================================================================
<S>                                              <C>            <C>             <C>           <C>            <C>           <C>      
    INCOME:                                                                                
Rental Income                                    281,109        271,109         272,055       273,825        272,575       274,219  
Percentage Rent                                   27,731         79,259          25,380        17,543         25,032        19,292  
Common Area Income                                86,301         86,301          86,301        88,964        106,158       107,600  
Food Court Income                                  1,582          1,582           1,582         1,913          3,202         3,202  
Real Estate Tax Income                            15,072         15,072          15,072        15,535         52,025        52,305  
Utility Income                                     3,908          3,908           3,908         3,991          3,991         3,991  
Other Tenant Charges                                 696            696             696           706            706           706  
Miscellaneous Income                                   0              0               0             0              0             0  
- ------------------------------------------------------------------------------------------------------------------------------------
   TOTAL INCOME                                  416,399        457,927         404,944       402,477        463,689       461,316  
- ------------------------------------------------------------------------------------------------------------------------------------
   EXPENSES:                                                                               
Advertising/Promotion                                  0              0               0             0              0             0  
Administrative                                     2,900          2,450           2,889         3,645          2,550         3,054  
Janitorial/Cleaning                               17,240         17,090          17,807        17,090         17,090        17,090  
Building Decorating                                  500              0             300           200            500           400  
Lawn Maintenance                                   5,900          6,400           7,900         6,400          4,400         5,600  
Security                                           4,422          1,422           1,511         1,471          1,471         1,511  
Rubbish Removal                                    3,020          3,020           3,020         3,020          3,020         3,020  
Snow Removal                                         750            750             750             0              0           250  
Parking Lot Repairs & Maint                        5,144          1,144           2,644         1,144         84,644         1,144  
Building Repairs & Maint                          24,976          4,927           8,165         2,602          6,177         5,415  
Payroll - Salary/ Bonus                           22,205         22,205          23,025        23,025         34,537        23,025  
Payroll - Taxes/Insurance                          4,441          4,441           4,605         4,605          6,907         4,605  
Other Operating Expenses                           5,496          4,471           4,040         3,780          3,658         3,908  
Management Fees                                   12,332         13,993          11,876        11,633         11,883        11,719  
General Insurance                                      0              0               0             0              0        53,778  
Professional Services                              2,000          1,500          16,000        13,459          1,500         7,500  
Utility - Electricity                             13,700         13,990          13,284        10,336         12,478        12,778  
            -Gas/Fuel                                  0              0               0             0              0             0  
            -Water/Sewer                           3,134          2,100           2,056         2,250          2,839         3,330  
Real Estate Taxes (Incl. Consultant Fees)         24,093         24,093          24,093        24,093         24,093        26,093  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                   152,253        123,996         143,965       128,753        217,747       184,220  
- ------------------------------------------------------------------------------------------------------------------------------------
     NET OPERATING INCOME                        264,146        333,931         261,029       273,724        245,942       277,096  
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Interest                                227,719        227,719         227,719       227,719        227,719       227,719  
Mortgage Principal                                     0              0               0             0              0             0  
Additional Mortgage Interest                           0              0               0             0              0             0  
Land Rent                                              0              0               0             0              0             0  
Additional Land Rent                                   0              0               0             0              0             0  
Other Interest Expense                                 0              0               0             0              0             0  
- ------------------------------------------------------------------------------------------------------------------------------------
     SUB-TOTAL OPERATING CASH FLOW                36,427        106,212          33,310        46,005         18,223        49,377  
- ------------------------------------------------------------------------------------------------------------------------------------
NET MARKETING(Rec/Disb)                                0              0               0             0              0             0  
NET MEDIA FUND (Rec/DIsb)                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
     OPERATING CASH FLOW                          36,427        106,212          33,310        46,005         18,223        49,377  
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Improvements                                    0              0               0             0         75,000             0  
Capital Improvements                              10,000              0          30,543        11,868         54,230        54,230  
Lease Commissions                                      0              0               0             0              0             0  
- ------------------------------------------------------------------------------------------------------------------------------------
     CASH FLOW                                    26,427        106,212           2,767        34,137       (111,007)       (4,853)
====================================================================================================================================
                                                                                         
<CAPTION>


====================================================================================================================================
                                                Jul-96          Aug-96          Sep-96       Oct-96          Nov-96         Dec-96  
====================================================================================================================================
<S>                                              <C>            <C>             <C>           <C>            <C>           <C>      
    INCOME:                                                                                                                         
Rental Income                                    272,857        282,558         273,929       275,077        289,075        293,558 
Percentage Rent                                   18,152         17,968           7,500         4,703        136,882          6,501 
Common Area Income                                88,964         94,616          88,565        90,819         90,819         90,819 
Food Court Income                                  1,913          2,126           2,126         2,126          2,126          2,126 
Real Estate Tax Income                            15,535         16,094          15,038        15,431         15,431         15,431 
Utility Income                                     3,991          4,074           3,949         3,991          3,990          3,990 
Other Tenant Charges                                 706            716             712           717            718            719 
Miscellaneous Income                                   0              0               0        30,344              0              0 
- ------------------------------------------------------------------------------------------------------------------------------------
   TOTAL INCOME                                  402,118        418,152         391,819       423,208        539,041        413,144 
- ------------------------------------------------------------------------------------------------------------------------------------
   EXPENSES:                                                                                                                        
Advertising/Promotion                                  0              0               0             0              0              0 
Administrative                                     3,450          4,150           3,134         3,500          2,700          3,339 
Janitorial/Cleaning                               17,240         17,090          17,090        17,240         17,090         17,090 
Building Decorating                                  700            400             100           200            400            200 
Lawn Maintenance                                   4,400          4,600           4,400         5,600          5,400          5,400 
Security                                           1,471          1,471           1,511         1,952          1,571          1,561 
Rubbish Removal                                    3,020          3,020           3,020         3,020          3,710          3,710 
Snow Removal                                           0              0               0             0              0              0 
Parking Lot Repairs & Maint                        2,644          1,144           1,144         1,144          2,864          1,364 
Building Repairs & Maint                           3,427          1,927           5,015         2,077          2,277          4,665 
Payroll - Salary/ Bonus                           23,025         34,537          23,025        23,025         23,025         23,025 
Payroll - Taxes/Insurance                          4,605          6,907           4,605         4,605          4,605          4,605 
Other Operating Expenses                           6,158          3,897           4,702         3,753          3,714          4,544 
Management Fees                                   11,619         11,792          11,028        10,962         16,809         11,773 
General Insurance                                      0              0               0             0              0              0 
Professional Services                              2,000          2,692           8,843         2,000          8,500          3,385 
Utility - Electricity                             13,784         13,789          11,437        10,981         12,729         12,385 
            -Gas/Fuel                                  0              0               0             0              0              0 
            -Water/Sewer                           2,709          2,410           2,915         2,256          4,272          2,436 
Real Estate Taxes (Incl. Consultant Fees)         24,093         24,093          24,093        24,093         24,093         24,093 
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                   124,345        133,919         126,062       116,408        133,759        123,575 
- ------------------------------------------------------------------------------------------------------------------------------------
     NET OPERATING INCOME                        277,773        284,233         265,757       306,800        405,282        289,569 
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Interest                                227,719        227,719         227,719       227,719        227,719        227,719 
Mortgage Principal                                     0              0               0             0              0              0 
Additional Mortgage Interest                           0              0               0             0              0              0 
Land Rent                                              0              0               0             0              0              0 
Additional Land Rent                                   0              0               0             0              0              0 
Other Interest Expense                                 0              0               0             0              0              0 
- ------------------------------------------------------------------------------------------------------------------------------------
     SUB-TOTAL OPERATING CASH FLOW                50,054         56,514          38,038        79,081        177,563         61,850 
- ------------------------------------------------------------------------------------------------------------------------------------
NET MARKETING(Rec/Disb)                                0              0               0             0              0              0 
NET MEDIA FUND (Rec/DIsb)                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
     OPERATING CASH FLOW                          50,054         56,514          38,038        79,081        177,563         61,850 
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Improvements                                    0              0         163,537        66,700              0              0 
Capital Improvements                                   0              0               0             0              0              0 
Lease Commissions                                      0              0               0             0              0              0 
- ------------------------------------------------------------------------------------------------------------------------------------
     CASH FLOW                                    50,054         56,514        (125,499)       12,381        177,563         61,850 
====================================================================================================================================
                                                                             


<CAPTION>                                        
                                                 
                                                 
================================================================================================    
                                                           TOTAL      1995 Proj       1996 Recov    
================================================================================================    
<S>                                                      <C>            <C>             <C>         
    INCOME:                                                                                         
Rental Income                                          3,331,946      3,379,152                     
Percentage Rent                                          385,943        447,650                     
Common Area Income                                     1,106,227        882,335                     
Food Court Income                                         25,607         17,140                     
Real Estate Tax Income                                   258,041        181,519                     
Utility Income                                            47,682         51,602                     
Other Tenant Charges                                       8,494         16,026                     
Miscellaneous Income                                      30,344         58,976                     
- ------------------------------------------------------------------------------------------------    
   TOTAL INCOME                                        5,194,284      5,034,400                     
- ------------------------------------------------------------------------------------------------    
   EXPENSES:                                                                                        
Advertising/Promotion                                          0            540               0     
Administrative                                            37,761         40,509          34,761     
Janitorial/Cleaning                                      206,247        205,729         206,247     
Building Decorating                                        3,900          2,539           3,900     
Lawn Maintenance                                          66,400         67,333          66,400     
Security                                                  21,345         18,380          21,345     
Rubbish Removal                                           37,620         34,314          37,620     
Snow Removal                                               2,500              0           2,500     
Parking Lot Repairs & Maint                              106,168         96,437         106,168     
Building Repairs & Maint                                  71,650         57,099          65,650     
Payroll - Salary/ Bonus                                  297,684        266,660         297,684     
Payroll - Taxes/Insurance                                 59,536         53,332          59,537     
Other Operating Expenses                                  52,121         51,165          10,805     
Management Fees                                          147,419        152,956               0     
General Insurance                                         53,778         66,556          53,778     
Professional Services                                     69,379         75,453               0     
Utility - Electricity                                    151,671        148,795         143,046     
            -Gas/Fuel                                          0              0               0     
            -Water/Sewer                                  32,707         31,139          32,707     
Real Estate Taxes (Incl. Consultant Fees)                291,116        291,116         291,116     
- ------------------------------------------------------------------------------------------------    
TOTAL EXPENSES                                         1,709,002      1,660,062       1,433,264     
- ------------------------------------------------------------------------------------------------    
     NET OPERATING INCOME                              3,485,282      3,374,348                     
- ------------------------------------------------------------------------------------------------    
Mortgage Interest                                      2,732,628      2,732,628               0     
Mortgage Principal                                             0              0               0     
Additional Mortgage Interest                                   0              0               0     
Land Rent                                                      0              0               0     
Additional Land Rent                                           0              0               0     
Other Interest Expense                                         0              0               0     
- ------------------------------------------------------------------------------------------------    
     SUB-TOTAL OPERATING CASH FLOW                       752,654        641,720                     
- ------------------------------------------------------------------------------------------------    
NET MARKETING(Rec/Disb)                                        0                                    
NET MEDIA FUND (Rec/DIsb)                                      0                                    
- ------------------------------------------------------------------------------------------------    
     OPERATING CASH FLOW                                 752,654        641,720                     
- ------------------------------------------------------------------------------------------------    
Tenant Improvements                                      305,237        303,610               0     
Capital Improvements                                     160,871         59,949          53,624     
Lease Commissions                                              0              0               0     
- ------------------------------------------------------------------------------------------------    
     CASH FLOW                                           286,546        278,161                     
================================================================================================    
                                                                                       
                                                                                       PAGE ________
</TABLE>


<PAGE>

                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                 CASH OPERATING STATEMENT - DEC, 94 (SCHEDULE 1)
                           9125: GOLDEN EAST CROSSING
9-Feb-95 15:45                                                            Page 1
(DATA AS OF FEB 9, 1995 15:27) 

<TABLE>
<CAPTION>
                  DEC,94                                                
- ------------------------------------------
 ACTUAL           BUDGET          VARIANCE    DESCRIPTION                    
 -------          -------         --------    ---------------------------------
<C>               <C>               <C>       <S>                               
 473,221          419,408           53,813    TOTAL INCOME                   
 146,609          139,160            7,449    TOTAL EXPENSES                 
 -------          -------         --------                                   
 326,612          280,248           46,364    NET OPERATING INCOME           
 895,947          227,719          668,228    LESS: DEBT SERVICE             
       0                0                0    NET MARKETING FUND             
       0                0                0         CAPITAL IMPROVEMENTS      
       0                0                0         TENANT IMPROVEMENTS       
       0                0                0         LEASE COMMISSIONS         
       0                0                0         REDEVELOPMENT COSTS       
 -------          -------         --------                                   
 569,334-          52,529          621,863-   OPERATING CASH FLOW            
 =======          =======         ========                                   
                                                                             
                                                                             
                                                                             
                                                                             
                            SUPPLEMENTAL INFORMATION
                                                                             
       0                0                0    DEFERRED  EXPENSES             
       0                0                0    DEFERRED LEASE COMMISSIONS     
       0                0                0    SECURITY DEPOSITS              
 251,392-               0          251,392-   ESCROWED FUNDS                 
  81,391           81,547              156-   COMMON AREA EXPENSES           
 668,228-               0          668,228-   OTHER                          
                                                                             
                                                                             
                             PAYROLL EXPENSE DETAIL
                            PAYROLL BY MINOR ACCOUNT
                                                                             
       0                0                0    ADMINISTRATIVE                 
  12,214           11,721              493    CAM (OUTSIDE)                  
  19,758           16,062            3,696    MAM (INSIDE)                   
       0                0                0    CENTRAL PLANT                  
       0                0                0    FOOD COURT                     
       0                0                0    SECURITY                       
       0                0                0    MARKETING SERV                 
       0                0                0    NET LABOR ALLOCATION           
 -------          -------         --------                                   
  31,972           27,783            4,189    TOTAL PAYMENT                  
 =======          =======         ========                                   

<CAPTION>
                                                 JAN, 94 - DEC,94                                     
                             -----------------------------------------------------       ANNUAL         
DESCRIPTION                  ACTUAL          BUDGET          VARIANCE       SQ FT        BUDGET     
- -----------------------      ---------       ---------       ---------      ------      ---------
<S>                          <C>             <C>               <C>           <C>        <C>         
TOTAL INCOME                 4,616,915       4,929,865         312,950-      21.11      4,929,865   
TOTAL EXPENSES               1,321,843       1,682,032         360,189-       6.04      1,682,032   
                             ---------       ---------       ---------      ------      ---------              
NET OPERATING INCOME         3,295,072       3,247,833          47,239       15.06      3,247,833   
LESS: DEBT SERVICE           4,779,338       2,732,628       2,046,710       21.85      2,732,628   
NET MARKETING FUND                   0               0               0        0.00              0   
     CAPITAL IMPROVEMENTS            0               0               0        0.00              0   
     TENANT IMPROVEMENTS       320,000         358,300          38,300-       1.46        358,300   
     LEASE COMMISSIONS               0               0               0        0.00              0   
     REDEVELOPMENT COSTS             0               0               0        0.00              0   
                             ---------       ---------       ---------      ------      ---------
OPERATING CASH FLOW          1,804,266-        156,905       1,961,171-       8.24-       156,905   
                             =========       =========       =========      ======      =========                      
                                                                                                    
                                                                                                    
                            SUPPLEMENTAL INFORMATION                                                
                                                                                                    
                                                                                                    
DEFERRED  EXPENSES                  21               0              21        0.00              0   
EXPENSS                                                                                             
DEFERRED LEASE COMMISSIONS           0               0               0        0.00              0   
SECURITY DEPOSITS                  600-              0             600-       0.00              0   
ESCROWED FUNDS               4,278,701               0       4,278,701       19.56              0   
COMMON AREA EXPENSES         1,032,409       1,020,858          11,551        4.72      1,020,858   
OTHER                        6,372,413-              0       6,372,413-      29.13-             0   
                                                                                                    
                             PAYROLL EXPENSE DETAIL                                                 
                            PAYROLL BY MINOR ACCOUNT                                                
                                                                                                    
                                                                                                    
ADMINISTRATIVE                       0               0               0        0.00              0   
CAM (OUTSIDE)                   89,025          98,992           9,967-       0.40         98,992   
MAM (INSIDE)                   167,874         134,730          33,144        0.76        134,730   
CENTRAL PLANT                        0               0               0        0.00              0   
FOOD COURT                           0               0               0        0.00              0   
SECURITY                             0               0               0        0.00              0   
MARKETING SERV                       0               0               0        0.00              0   
NET LABOR ALLOCATION                 0               0               0        0.00              0   
                             ---------       ---------       ---------      ------      ---------
TOTAL PAYMENT                  256,899         233,722          23,177        1.17        233,722   
                             =========       =========       =========      ======      =========    
                                                                                                    
</TABLE>                                                                        

                               218,704 SQUARE FEET
                                                                               
PRINT SCHEDULES WHICH DEVIATE FROM BUDGET BY      $ 0.00   OR    0%
                                                                               
<PAGE>



                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                 CASH OPERATING STATEMENT - DEC,94 (SCHEDULE 2)
                           9125: GOLDEN EAST CROSSING

FEBRUARY 9, 1995 15:45                                                    PAGE 2
(DATA AS OF FEB 9, 1995 15:27) 


<TABLE>
<CAPTION>



                 DEC,94                                                         
 ACTUAL          BUDGET       VARIANCE          DESCRIPTION                     
 -------        -------       --------          -------------------------------
<C>             <C>              <C>            <S>                             
                                                INCOME:
 296,967        302,333          5,386-         RENTAL                          
  46,973         16,666         30,307          PERCENTAGE RENT                 
  72,565         78,367          5,802-         COMMON AREA                     
   2,045          1,231            814          FOOD COURT                      
  12,476         15,990          3,514-         REAL ESTATE TAX                 
   4,187          4,116             71          UTILITY                         
     170            705            535-         OTHER TENANT                    
  37,859              0         37,859          MISCELLANEOUS                   
 -------        -------         ------                                          
 473,221        419,408         53,813          TOTAL INCOME                    
 -------        -------         ------                                          
                                                
                                                EXPENSES:
      91            125             34-         ADVERTISING/PROMOTION           
   2,042          3,415          1,373-         ADMINISTRATIVE                  
       0         17,390         17,390-         JANATORIAL CLEANING             
       0              0              0          TENANT DECORATING               
   1,575             80          1,495          BUILDING RENOVATION             
   8,163          5,450          2,713          LAWN MAINTENANCE                
   3,149            400          2,749          SECURITY                        
   2,881          3,651            770-         RUBBISH REMOVAL                 
       0              0              0          SNOW REMOVAL                    
   2,811          1,364          1,447          PARKING LOT                     
   4,312          3,425            887          BUILDING MAINTENANCE/REPAIR     
  31,972         27,783          4,189          PAYROLL SALARY/BONUE            
  12,226          5,556          6,670          PAYROLL TAX/INSURANCE           
   5,620          4,373          1,247          OTHER OPERATING                 
  13,215         12,743            472          MANAGEMENT FEES                 
       0              0              0          GENERAL INSURANCE               
  11,260         14,167          2,907-         PROFESSIONAL SERVICES           
  11,652         12,038            386-         UTILITY   -     ELECTRIC        
       0              0              0                    -     GAS/FUEL        
   2,307          2,948            641-                   -     WATER/SEWER     
  33,333         24,252          9,081          REAL ESTATE TAXES               
       0              0              0          MISCELLANEOUS                   
 -------        -------         ------                                          
 146,609        139,160          7,449          TOTAL EXPENSES                  
 -------        -------         ------                                          
                                                
 326,612        280,248         46,364          NET OPERATING INCOME            
                                                
 227,719        227,719              0-         MORTGAGE INTEREST               
       0              0              0          MORTGAGE PRINCIPAL              
 668,228              0        668,228          ADDITIONAL MORTGAGE INTEREST    
       0              0              0          LAND RENT                       
 -------        -------        ------- 
 569,334-        52,529        621,863-         SUB TOTAL - OPERATING CASH FLOW 
       0              0              0          NET MKT'G FUND                  
 -------        -------        -------                                          
 569,334-        52,529        621,863-         OPERATING CASH FLOW             
       0              0              0          TENANT IMPROVEMENTS             
       0              0              0          CAPITAL ADDITIONS               
       0              0              0          LEASE COMMISSIONS               
       0              0              0          REDEVELOPMENT COSTS             
 -------        -------        -------                                          
 569,334-        52,529        621,863-         CASH FLOW                       
 =======        =======        =======                               

<CAPTION>


                                                              JAN,94 - DEC,94
                                    ---------------------------------------------------------------------------
                                                                                                      ANNUAL       
DESCRIPTION                           ACTUAL         BUDGET               BUDGET         /SQ FT       BUDGET  
- -------------------------------     ---------       ---------         ---------          ------      --------- 
<S>                                 <C>             <C>                 <C>               <C>        <C>
INCOME:                                                                                                        
RENTAL                              3,229,586       3,394,196           164,610-          14.76      3,394,196 
PERCENTAGE RENT                       267,382         264,229             3,153            1.22        264,229 
COMMON AREA                           829,252         902,055            72,803-           3.79        902,055 
FOOD COURT                             10,453          13,873             3,420-           0.04         13,873 
REAL ESTATE TAX                       265,257         297,855            32,598-           1.21        297,855 
UTILITY                                49,617          49,252               365            0.22         49,252 
OTHER TENANT                            8,002           8,405               403-           0.03          8,405 
MISCELLANEOUS                          42,633-              0            42,633-           0.19-             0 
                                    ---------       ---------         ---------           -----      --------- 
TOTAL INCOME                        4,616,915       4,929,865           312,950-          21.11      4,929,865 
                                    ---------       ---------         ---------           -----      --------- 
EXPENSES:                                                                                                      
ADVERTISING/PROMOTION                  15,003             375            14,628            0.06            375 
ADMINISTRATIVE                         34,000          43,445             9,445-           0.15         43,445 
JANATORIAL CLEANING                   188,042         206,880            18,838-           0.85        206,880 
TENANT DECORATING                           0               0                 0            0.00              0 
BUILDING RENOVATION                    14,839           4,316            10,523            0.06          4,316 
LAWN MAINTENANCE                       65,203          62,786             2,417            0.29         62,786 
SECURITY                               17,284          10,275             7,009            0.07         10,275 
RUBBISH REMOVAL                        30,141          36,208             6,067-           0.13         36,208 
SNOW REMOVAL                            2,293           6,000             3,707-           0.01          6,000 
PARKING LOT                           108,470          95,968            12,502            0.49         95,968 
BUILDING MAINTENANCE/REPAIR            90,214          46,149            44,065            0.41         46,149 
PAYROLL SALARY/BONUE                  256,899         233,722            23,177            1.17        233,722 
PAYROLL TAX/INSURANCE                  58,003          46,751            11,252            0.26         46,751 
OTHER OPERATING                        54,522          54,394               128            0.24         54,394 
MANAGEMENT FEES                       142,569         146,130             3,561-           0.65        146,130 
GENERAL INSURANCE                       1,333-         88,849            90,182-           0.00         88,849 
PROFESSIONAL SERVICES                 105,838         136,604            30,766-           0.48        136,604 
UTILITY   -     ELECTRIC              148,940         138,515            10,425            0.68        138,515 
          -     GAS/FUEL                    0               0                 0            0.00              0 
          -     WATER/SEWER            27,179          32,265             5,086-           0.12         32,265 
REAL ESTATE TAXES                      36,263-        292,400           328,663-           0.16-       292,400 
MISCELLANEOUS                               0               0                 0            0.00              0 
                                    ---------       ---------         ---------           -----      --------- 
TOTAL EXPENSES                      1,321,843       1,682,032           360,189-           6.04      1,682,032 
                                    ---------       ---------         ---------           -----      --------- 
NET OPERATING INCOME                3,295,072       3,247,833            47,239           15.06      3,247,833 
                                                                                                               
MORTGAGE INTEREST                   2,732,625       2,732,628                 3-          12.49      2,732,628 
MORTGAGE PRINCIPAL                          0               0                 0            0.00              0 
ADDITIONAL MORTGAGE INTEREST        2,046,713               0         2,046,713            9.35              0 
LAND RENT                                   0               0                 0            0.00              0 
                                    ---------       ---------         ---------           -----      --------- 
SUB TOTAL - OPERATING CASH FLOW     1,484,266-        515,205         1,999,471-           6.78-       515,205 
NET MKT'G FUND                              0               0                 0            0.00              0
                                    ---------       ---------         ---------           -----      ---------  
OPERATING CASH FLOW                 1,484,266-        515,205         1,999,471-           6.78-       515,205 
TENANT IMPROVEMENTS                   320,000         358,300            38,300-           1.46        358,300 
CAPITAL ADDITIONS                           0               0                 0            0.00              0 
LEASE COMMISSIONS                           0               0                 0            0.00              0 
REDEVELOPMENT COSTS                         0               0                 0            0.00              0 
                                    ---------         -------         ---------            ----        ------- 
CASH FLOW                           1,804,266-        156,905         1,961,171-           8.24-       156,905 
                                    =========         =======         =========            ====        ======= 
</TABLE>
                                                                               
                                


<PAGE>

                                                
                                             
                                          





                  ============================================
                                    RENT ROLL
                  ============================================




<PAGE>


                      GOLDEN EAST CROSSING, ROCKY MOUNT, NC
                             RENT ROLL AS OF 1/1996
                               (FISCAL YEAR BASIS)
                                 6/14/96 @ 18:19

<TABLE>
<CAPTION>
         TENANT/       
  LEASE TYPE AND DATES/            BASE RENT/       OVERAGE/        SALES (000)/    RECOVERIES/       REVENUE/
       SQUARE FEET                   PER SF          PER SF            PER SF         PER SF           PER SF
  ---------------------            ----------       --------        ------------   -----------       --------
<S>                                  <C>                  <C>           <C>           <C>             <C>   
 1- TENANTS < 750

# 38 - SUITE 4011
CHRISTY'S
BASE LEASE 1/95- 12/97               18,744               0             110           2,192           20,936
                600 SF                31.24            0.00          183.15            3.65            34.89

# 49 - SUITE 5020
GIGI'S BOUTIQUE
BASE LEASE 12/86-12/97               12,960               0              63           2,416           15,376
                648 SF                20.00            0.00           96.82            3.73            23.73

# 50 - SUITE 5022
CLAIRE'S BTQUE
BASE LEASE 10/86- 9/96               14,580             251             185           2,718           17,549
                729 SF                20.00            0.34          254.31            3.73            24.07

# 52 - SUITE 5026
GR. AMER. CHOCALAT
BASE LEASE 8/86-  8/06               24,960               0             242           2,326           27,286
                624 SF                40.00            0.00          387.35            3.73            43.73

# 53 - SUITE 5028
KEEP IN TOUCH
BASE LEASE  1/96- 12/96               3,749               0              21           2,608            6,357
                 714 SF                5.25            0.00           28.75            3.65             8.90

# 68 - SUITE 7004
SUNGLASS HUT
BASE LEASE  4/95- 3/05               24,999               0             120           1,682           26,681
                451 SF                55.43            0.00          267.00            3.73            59.16

# 69 - SUITE 7006
LEE NAILS
BASE LEASE  9/94- 8/99               18,001               0              73           1,576           19,577
                579 SF                31.09            0.00          125.99            2.72            33.81
                                      -----            ----          ------            ----            -----
             TENANTS < 750          117,993             251             814          15,518          133,762
                  4,345 SF            27.16            0.06          187.25            3.57            30.79

2- TENANTS 751-1200


# 4 - SUITE 1010
JEWEL BOX
BASE LEASE  8/86-12/06               36,225         16,533              879           3,522           56,280
              1,035 SF                35.00          15.97           849.56            3.40            54.38

# 5 - SUITE 1012
SUGAR FOOT
BASE LEASE  11/86-11/96              17,088           4,310             357           2,908           24,306
               1,068 SF               16.00            4.04          333.92            2.72            22.76

# 22 - SUITE 2022
REEDS JEWELERS
BASE LEASE  8/86-12/96               47,496          15,352           1,099           4,475           67,323
             1,200  SF                39.58           12.79          915.60            3.73            56.10
</TABLE>


<PAGE>


                                                                          PAGE 2

<TABLE>
<CAPTION>
         TENANT/
LEASE TYPE AND DATES/          BASE RENT/        OVERAGE/       SALES(000)/    RECOVERIES/       REVENUE/
     SQUARE FEET                 PER SF           PER SF          PER SF          PER SF          PER SF
- ---------------------          ----------        --------       -----------    -----------       --------
<S>                             <C>              <C>                <C>           <C>            <C>    
# 23 - SUITE 3002
STRIDE-RITE
BASE LEASE 3/87- 1/98            13,188            1,524              245          2,565          17,277
               942 SF             14.00             1.62           260.30           2.72           18.34

# 35 - SUITE 3032
REGIS HAIRSTYLIST
BASE LEASE 8/86- 8/96            20,250                0              269          2,757          23,007
               810 SF             25.00             0.00           331.76           3.40           28.40

# 41 - SUITE 5002
GOLD VALLEY
BASE LEASE 7/87- 7/97            30,784            2,576              334          3,102          36,462
               832 SF             37.00             3.10           400.96           3.73           43.82

# 42 - SUITE 5004
PICTURE YOU/ONE
BASE LEASE 9/93- 8/98            25,950                0              189          2,826          28,776
             1,038 SF             25.00             0.00           182.10           2.72           27.72

# 43 - SUITE 5006
ELECTRONICS BTQUE
BASE LEASE 8/91-10/01            24,000            9,214              554          2,206          35,420
               810 SF             29.63            11.38           683.42           2.72           43.73

# 44 - SUITE 5007
CAROUSEL CHILDREN
BASE LEASE 8/94-12/49             7,493                0               43          2,958          10,451
               810 SF              9.25             0.00            53.58           3.65           12.90

# 45 - SUITE 5008
NATURALIZER
BASE LEASE 3/88- 3/98            19,200                0              171          4,475          23,675
             1,200 SF             16.00             0.00           142.39           3.73           19.73

# 51 - SUITE 5024
BAILEY'S JEWELERS
BASE LEASE 8/86- 1/07            43,515           53,061            1,932          3,532         100,108
               967 SF             45.00            54.87         1,997.45           3.65          103.52

# 57 - SUITE 5046
LADY FOOTLOCKER
BASE LEASE 4/89- 3/99            22,960           31,470              907          3,677          58,107
             1,148 SF             20.00            27.41           790.21           3.20           50.62

# 70 - SUITE 7008
AFTERTHOUGHTS
BASE LEASE 1/95-12/04            22,003                0              184          3,226          25,229
               948 SF             23.21             0.00           194.53           3.40           26.61

# 71 - SUITE 7012
VIP FORMAL WEAR
BASE LEASE 8/95- 7/96             6,395                0                0          3,813          10,208
             1,044 SF              6.13             0.00             0.00           3.65            9.78

# 73 - SUITE 7016
GENERAL NUTRITION
BASE LEASE 3/91- 2/01            19,996            2,800              326          3,945          26,741
             1,058 SF             18.90             2.65           307.80           3.73           25.28
                              ---------        ---------        ---------      ---------       ---------
     TENANTS 751-1200           356,543          136,840            7,488         49,987         543,370
            14,910 SF             23.91             9.18           502.20           3.35           36.44
</TABLE>

<PAGE>

                                                                          PAGE 3

<TABLE>
<CAPTION>
         TENANT/
LEASE TYPE AND DATES/          BASE RENT/        OVERAGE/       SALES(000)/    RECOVERIES/       REVENUE/
     SQUARE FEET                 PER SF           PER SF          PER SF          PER SF          PER SF
- ---------------------          ----------        --------       -----------    -----------       --------
<S>                             <C>              <C>                <C>           <C>            <C>    
  3 TENANTS 1201-2000

# 3 SUITE 1006
DOLL'N BEAR
BASE LEASE 1/96-12/97             4,551                0               72          4,627           9,178
             1,267 SF              3.59             0.00            56.98           3.65            7.24

# 11 - SUITE 1032
LADY'S CHOICE
BASE LEASE 10/91-10/96           14,450                0              143          3,934          18,384
              1,445 SF            10.00             0.00            99.30           2.72           12.72

# 12 - SUITE 1102
SEARS, ROEBUCK
BASE LEASE 7/94-12/96                 0                0                0              0               0
             1,873 SF              0.00             0.00             0.00           0.00            0.00

# 13 - SUITE 1104
LEMSTONE BOOKS
BASE LEASE 10/89- 9/99           18,645                0              234          4,540          23,185
              1,243 SF            15.00             0.00           188.30           3.65           18.65

# 34 - SUITE 3030
BOMBAY CO.
BASE LEASE 9/87- 9/97                 0           22,243              477              0          22,243
             1,825 SF              0.00            12.19           261.17           0.00           12.19

# 39 - SUITE 4014
CANNON'S MENS WEAR
BASE LEASE 12/86-11/96           15,100                0              271          4,837          19,937
              1,510 SF            10.00             0.00           179.31           3.20           13.20

# 46 - SUITE 5010
UPS 'N DOWNS
BASE LEASE 5/87- 4/97            16,375                0              313          5,701          22,076
             1,561 SF             10.49             0.00           200.40           3.65           14.14

# 55 - SUITE 5040
KIDS FOOTLOCKER
BASE LEASE 11/95- 7/05           25,550                0              273          6,398          31,948
              1,752 SF            14.58             0.00           155.75           3.65           18.24

# 56 - SUITE 5042
FRIEDMAN'S JEWELER
BASE LEASE 11/89-11/99           50,006            2,858            1,057          5,224          58,088
              1,631 SF            30.66             1.75           648.25           3.20           35.61

# 58 - SUITE 5048
TILT
BASE LEASE 8/86-12/99            35,514            3,004              257          4,833          43,351
             1,420 SF             25.01             2.12           180.84           3.40           30.53

# 62 - SUITE 6016
CHICK FIL-A
BASE LEASE 8/86- 8/98            25,560           21,708              788          4,883          52,151
             1,704 SF             15.00            12.74           462.33           2.87           30.61

# 72 - SUITE 7014
DOKAR
BASE LEASE 1/96-12/97             4,250                0                0          4,788           9,038
             1,311 SF              3.24             0.00             0.00           3.65            6.89
                              ---------        ---------        ---------      ---------       ---------
</TABLE>

<PAGE>

                                                                          PAGE 4

<TABLE>
<CAPTION>
         TENANT/
LEASE TYPE AND DATES/          BASE RENT/        OVERAGE/       SALES(000)/    RECOVERIES/       REVENUE/
     SQUARE FEET                 PER SF           PER SF          PER SF          PER SF          PER SF
- ---------------------          ----------        --------       -----------    -----------       --------
<S>                             <C>              <C>                <C>           <C>            <C>    
    TENANTS 1201-2000           210,001           49,813            3,885         49,765         309,579
            18,542 SF             11.33             2.69           209.51           2.68           16.70

  4 TENANTS 2001-3500

# 1 - SUITE 1002
D.A. KELLY'S
BASE LEASE 9/93- 8/98            43,750                0              614          9,529          53,279
             3,500 SF             12.50             0.00           175.47           2.72           15.22

# 2 - SUITE 1004
HOFHEIMER'S EXPRE
BASE LEASE 11/86- 1/97           43,428                0              369          8,446          51,874
              3,102 SF            14.00             0.00           118.83           2.72           16.72

# 6 - SUITE 1016
MERRY-GO-ROUND
BASE LEASE 9/90- 1/01            45,510                0              570         11,081          56,591
             3,034 SF             15.00             0.00           187.82           3.65           18.65

# 7 - SUITE 1018
WALDENBOOKS
BASE LEASE 8/86- 1/97            44,109                0              706          8,627          52,736
             2,535 SF             17.40             0.00           278.36           3.40           20.80

# 8 - SUITE 1020
AMY'S HALLMARK
BASE LEASE 11/86- 1/97           41,904                0              390          8,914          50,818
              2,619 SF            16.00             0.00           149.05           3.40           19.40

# 9 - SUITE 1022
THE FINISH LINE
BASE LEASE 8/90-10/00            52,100           17,063            1,153          9,713          78,876
             2,605 SF             20.00             6.55           442.50           3.73           30.28

# 14 - SUITE 1106
BRIAR PATCH
BASE LEASE 11/95-10/05           24,010            3,464              458         10,738          38,212
              2,940 SF             8.17             1.18           155.75           3.65           13.00

# 17 - SUITE 2008
KAY-BEE TOY
BASE LEASE 8/86- 8/96            44,580                0              585         11,082          55,662
             2,972 SF             15.00             0.00           196.75           3.73           18.73

# 18 - SUITE 2010
PAYLESS SHOESOURCE
BASE LEASE 8/86- 8/96            39,792                0              373          9,083          48,875
             2,487 SF             16.00             0.00           149.85           3.65           19.65

# 20 - SUITE 2016
FINE'S MEN WEAR
BASE LEASE 10/86-10/96           36,240           10,111              927          9,673          56,024
              3,020 SF            12.00             3.35           306.96           3.20           18.55

# 27 - SUITE 3014
KINNEY SHOES
BASE LEASE 8/86- 8/96            49,485                0              333         12,049          61,534
             3,299 SF             15.00             0.00           100.86           3.65           18.65

# 31 - SUITE 3024
RADIO SHACK
BASE LEASE 11/86-11/01           29,004                0              596          8,226          37,230
              2,417 SF            12.00             0.00           246.70           3.40           15.40
</TABLE>

<PAGE>

                                                                          PAGE 5

<TABLE>
<CAPTION>
         TENANT/
LEASE TYPE AND DATES/          BASE RENT/        OVERAGE/       SALES(000)/    RECOVERIES/       REVENUE/
     SQUARE FEET                 PER SF           PER SF          PER SF          PER SF          PER SF
- ---------------------          ----------        --------       -----------    -----------       --------
<S>                             <C>              <C>                <C>           <C>            <C>    
# 33 - SUITE 3028
FOOTLOCKER
BASE LEASE 8/86- 8/06            43,560           72,511            1,935          8,839         124,910
             2,420 SF             18.00            29.96           799.39           3.65           51.62

# 36 - SUITE 3033
EYE CARE CENTER
BASE LEASE 10/91-10/01           36,127            3,364              779         10,362          49,853
              2,779 SF            13.00             1.21           280.17           3.73           17.94

# 40 - SUITE 4016
SHOE SHOW
BASE LEASE 8/86- 8/96            34,416                0              443          7,809          42,225
             2,868 SF             12.00             0.00           154.58           2.72           14.72

# 47 - SUITE 5014
COUNTY SEAT
BASE LEASE 3/87- 3/97            35,618                0              567         11,020          46,638
             3,238 SF             11.00             0.00           175.21           3.40           14.40

# 61 - SUITE 6014
DISC JOCKEY
BASE LEASE 8/86- 8/96            45,144                0              594          7,651          52,795
             2,052 SF             22.00             0.00           289.24           3.73           25.73
                              ---------        ---------        ---------      ---------       ---------
    TENANTS 2001-3500           688,777          106,513           11,390        162,842         958,132
            47,887 SF             14.38             2.22           237.85           3.40           20.01

  5 - TENANTS 3501-5000

# 24 - SUITE 3004
VICTORIA'S SECRET
BASE LEASE 7/95- 7/07            51,905                0              866         12,925          64,830
             3,539 SF             14.67             0.00           244.75           3.65           18.32

# 26 - SUITE 3012
THE LIMITED
BASE LEASE 8/86- 8/98            75,015                0              857         17,849          92,864
             4,887 SF             15.35             0.00           175.29           3.65           19.00

# 30 - SUITE 3022
LERNER SHOP
BASE LEASE 8/86- 8/98            59,640                0              846         18,152          77,792
             4,970 SF             12.00             0.00           170.27           3.65           15.65

# 48 - SUITE 5018
DURHAM SPORTING GD
BASE LEASE 8/86- 8/96            57,708                0              813         16,367          74,075
             4,809 SF             12.00             0.00           168.98           3.40           15.40

# 54 - SUITE 5036
AMERICAN EAGLE
BASE LEASE 8/95- 7/05            51,773                0              864         14,479          66,252
             3,883 SF             13.33             0.00           222.50           3.73           17.06
                              ---------        ---------        ---------      ---------       ---------
    TENANTS 3501-5000           296,041                0            4,246         79,772         375,813
            22,088 SF             13.40             0.00           192.22           3.61           17.01

  6 - TENANTS 5001-10000
</TABLE>

<PAGE>

                                                                          PAGE 6

<TABLE>
<CAPTION>
         TENANT/
LEASE TYPE AND DATES/          BASE RENT/        OVERAGE/       SALES(000)/    RECOVERIES/       REVENUE/
     SQUARE FEET                 PER SF           PER SF          PER SF          PER SF          PER SF
- ---------------------          ----------        --------       -----------    -----------       --------
<S>                             <C>              <C>                <C>           <C>            <C>    
# 15 - SUITE 1108
LIMITED EXPRESS
BASE LEASE 2/88- 2/00            83,264                0              861         19,007         102,271
             5,204 SF             16.00             0.00           165.46           3.65           19.65

# 25 - SUITE 3008
LANE BRYANT
BASE LEASE 8/86- 8/98            57,079                0            1,106         18,952          76,031
             5,189 SF             11.00             0.00           213.21           3.65           14.65

# 37 - SUITE 3038
REX RADIO & TELEV.
BASE LEASE 5/94- 5/99            42,499                0                0         23,050          65,549
             8,466 SF              5.02             0.00             0.00           2.72            7.74

# 59 - SUITE 6002
CATO
BASE LEASE 8/86- 1/97            61,370                0            1,091         16,708          78,078
             6,137 SF             10.00             0.00           177.80           2.72           12.72

# 60 - SUITE 6010
CHAMPS SPORTS
BASE LEASE 12/93-12/03           72,624                0            1,127         20,596          93,220
              6,052 SF            12.00             0.00           186.25           3.40           15.40
                              ---------        ---------        ---------      ---------       ---------
    TENANTS 5001-10000          316,836                0            4,186         98,313         415,149
             31,048 SF            10.20             0.00           134.82           3.17           13.37

  7 TENANTS > 10000

# 66 SUITE 7001
CARMIKE'S CINEMAS
BASE LEASE 10/87-10/07          250,053                0              652         65,156         315,209
             17,474 SF            14.31             0.00            37.30           3.73           18.04
                              ---------        ---------        ---------      ---------       ---------
       TENANTS > 10000          250,053                0              652         65,156         315,209
             17,474 SF            14.31             0.00            37.30           3.73           18.04

  8 - FOOD COURT TENANTS

# 65 - SUITE 6024
HARDEE'S
BASE LEASE 10/86-10/98           27,998              755              479          2,845          31,598
                773 SF            36.22             0.98           619.95           3.68           40.88

# 74 - SUITE 8004
DAIRY QUEEN
BASE LEASE 10/95- 9/05           14,000                0              119          2,463          16,463
                669 SF            20.93             0.00           178.00           3.68           24.61

# 75 - SUITE 8006
RUFFINO'S
BASE LEASE 8/86- 9/07            25,002                0              249          2,190          27,192
               595 SF             42.02             0.00           417.70           3.68           45.70

# 76 - SUITE 8008
MR. WOK
BASE LEASE 6/95- 5/05            19,992                0              123          2,149          22,141
               595 SF             33.60             0.00           206.13           3.61           37.21
</TABLE>

<PAGE>

                                                                          PAGE 7

<TABLE>
<CAPTION>
         TENANT/
LEASE TYPE AND DATES/          BASE RENT/        OVERAGE/       SALES(000)/    RECOVERIES/       REVENUE/
     SQUARE FEET                 PER SF           PER SF          PER SF          PER SF          PER SF
- ---------------------          ----------        --------       -----------    -----------       --------
<S>                             <C>              <C>                <C>           <C>            <C>    
# 78 - SUITE 8012
OMAR'S GYROS
BASE LEASE 8/91- 1/97            12,690                0               98          3,055          15,745
               846 SF             15.00             0.00           115.45           3.61           18.61
                              ---------        ---------        ---------      ---------       ---------
   FOOD COURT TENANTS            99,682              755            1,067         12,702         113,139
             3,478 SF             28.66             0.22           306.83           3.65           32.53

  10 - ANCHOR TENANTS

# 79 - SUITE 9002
JC PENNEY
BASE LEASE 8/86- 8/16           327,733                0           10,152         35,712         363,445
            81,729 SF              4.01             0.00           124.22           0.44            4.45

# 80 - SUITE 9101
BELKS
BASE LEASE 8/86- 7/26                 0                0                0         28,239          28,239
                 1 SF              0.00             0.00             1.00      28,239.00       28,239.00

# 81 - SUITE 9103
BRODY"S
BASE LEASE 8/95- 7/16           233,200                0                0         43,228         276,428
            69,960 SF              3.33             0.00             0.00           0.62            3.95

# 82 - SUITE 9104
SEARS, ROEBUCK
BASE LEASE 10/87-10/15          268,692          112,139           16,086         53,344         434,175
             89,564 SF             3.00             1.25           179.60           0.60            4.85
                              ---------        ---------        ---------      ---------       ---------
        ANCHOR TENANTS          829,625          112,139           26,238        160,523       1,102,287
            241,254 SF             3.44             0.46           108.76           0.67            4.57
                              ---------        ---------        ---------      ---------       ---------
                TOTALS        3,165,551          406,311           59,964        694,578       4,266,440
            401,026 SF             7.89             1.01           149.53           1.73           10.64
                              =========        =========        =========      =========       =========
</TABLE>

<PAGE>




- --------------------------------------------------------------------------------
                         PRO-Ject+ Lease Abstract Report
- --------------------------------------------------------------------------------


<PAGE>

                                          GOLDEN EAST CROSSING, ROCKY MOUNT, NC
                                                 LEASE ABSTRACT REPORT
                                                    FOR ALL TENANTS
                                                    6/14/96 @ 18:22

<TABLE>
<CAPTION>
                           PRIMARY/                                                                ANNUAL
                           SECONDARY      SQUARE       LEASE     LEASE     OPTION    MINIMUM       MINIMUM       OVERAGE    
     TENANT                  CODES         FEET        BEGIN      END      #/MOS     RENT/SF        RENT            %       
- -------------------        ---------      ------       -----     -----     ------  ------------    -------       -------
<S>                            <C>         <C>         <C>       <C>         <C>   <C>              <C>           <C>      
   1 tenants < 750

# 38-SUITE 4011                1             600        1/95     12/97       -            31.24     18,744         6.00     
CHRISTY'S                      1                                                                                            
                                                                                                                       
# 49-SUITE 5020                1             648       12/86     12/97       -            20.00     12,960         6.00     
GIGI'S BOUTIQUE                1                                                                                            
                                                                                                                       
# 50-SUITE 5022                1             729       10/86      9/96       -            20.00     14,580         8.00     
CLAIRE'S BTQUE                 1                                                                                            
                                                                                                                       
# 52-SUITE 5026                1             624        8/86      8/06       -            40.00     24,960        10.00     
GR. AMER. CHOCALAT             1                                                    9/96  48.08     30,002                  
                                                                                                                       
# 53-SUITE 5028                1             714        1/96     12/96       -            12.60      8,996         7.00     
KEEP IN TOUCH                  1                                                                                            
                                                                                                                       
# 63-SUITE 6018                1             440        1/97     12/06       -            30.00     13,200         6.00     
VACANT                         1                                                                                            
                                                                                                                       
# 68-SUITE 7004                1             451        4/95      3/05       -            55.43     24,999         7.00     
SUNGLASS HUT                   1                                                                                            
                                                                                                                       
# 69-SUITE 7006                1             579        9/94      8/99       -            31.09     18,001         6.00     
LEE NAILS                      1                                                                                            
                                           -----                                                                       
                                           4,785                                                                       
                                                                                                                       
  2 TENANTS 751-1200                                                                                                     
                                                                                                                       
# 4-SUITE 1010                 1           1,035        8/86     12/06       -            35.00     36,225         6.00     
JEWEL BOX                      2                                                    1/97  50.00     51,750             
                                                                                                                       
# 5-SUITE 1012                 1                                                                                       
SUGAR FOOT                     2           1,068       11/86     11/96       -            16.00     17,088         6.00     
                                                                                                                            
                                                                                                                       
# 22-SUITE 2022                1           1,200        8/86     12/96       -            39.58     47,496         5.00     
REEDS JEWELERS                 2                                                                                            
                                                                                                                       
# 23-SUITE 3002                1             942        3/87      1/98       -            14.00     13,188         6.00     
STRIDE-RITE                    2                                                                                            
                                                                                                                       
# 35-SUITE 3032                1             810        8/86      8/96       -            25.00     20,250         6.00     
REGIS HAIRSTYLIST              2                                                                                            
                                                                                                                       
# 41-SUITE 5002                1             832        7/87      7/97       -            37.00     30,784        10.00     
GOLD VALLEY                    2                                                                                            
                                                                                                                       
# 42-SUITE 5004                1           1,038        9/93      8/98       -            25.00     25,950         8.00     
PICTURE YOU/ONE                2                                                    9/97  27.00     28,026                  
                                                                                                                       
# 43-SUITE 5006                1             810        8/91     10/01       -            29.63     24,000         6.00     
ELECTRONICS BTQUE              2                                                   11/98  32.10     26,001                  
                                                                                                                       
# 44-SUITE 5007                1             810        8/94     12/49       -             9.25      7,493         5.00     
CAROUSEL CHILDREN              2                                                                                            
                                                                                                                       
# 45-SUITE 5008                1           1,200        3/88      3/98       -            16.00     19,200         6.00     
NATURALIZER                    2                                                                                                

<CAPTION>
                              CEILING     BREAKPOINT
     TENANT                    (OOO'S)      (000'S)              RECOVERIES   
- -------------------           --------    -----------        -----------------
<S>                          <C>           <C>               <C>              
1 tenants < 750                                                                                                              

# 38-SUITE 4011              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
CHRISTY'S                                                    TAX1-RECOVERY TAX1                                  
                                                                                               
# 49-SUITE 5020              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
GIGI'S BOUTIQUE                                              TAX1-RECOVERY TAX1                                  
                                                                                               
# 50-SUITE 5022              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
CLAIRE'S BTQUE                                               TAX1-RECOVERY TAX1                                  
                                                                                               
# 52-SUITE 5026              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
GR. AMER. CHOCALAT                                           TAX1-RECOVERY TAX1                                  
                                                                                               
# 53-SUITE 5028              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
KEEP IN TOUCH                                                TAX1-RECOVERY TAX1                                  
                                                                                               
# 63-SUITE 6018              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
VACANT                                                       TAX1-RECOVERY TAX1                                  
                                                                                               
# 68-SUITE 7004              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
SUNGLASS HUT                                                 TAX1-RECOVERY TAX1                                  
                                                                                               
# 69-SUITE 7006              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
LEE NAILS                                                    TAX1-RECOVERY TAX1                
                                                                                               
                                                                                               
                                                                                               
2 TENANTS 751-1200                                                                                               
                                                                                               
# 4-SUITE 1010               UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                 
JEWEL BOX                                                                                      
                                                                                                                 
# 5-SUITE 1012                                                                                 
SUGAR FOOT                   UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
                                                             TAX1-RECOVERY TAX1                                  
                                                                                               
# 22-SUITE 2022              UNLIMITED         792           CAM1-RECOVERY CAM1                
REEDS JEWELERS                                               TAX1-RECOVERY TAX1                                  
                                                                                               
# 23-SUITE 3002              UNLIMITED     NATURAL           CAM1-RECOVERY CAMI                     
STRIDE-RITE                                                  TAX1-RECOVERY TAXI                                      
                                                                                               
# 35-SUITE 3032              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
REGIS HAIRSTYLIST                                            TAX1-RECOVERY TAX1                                  
                                                                                               
# 41-SUITE 5002              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
GOLD VALLEY                                                  TAX1-RECOVERY TAX1                                  
                                                                                               
# 42-SUITE 5004              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
PICTURE YOU/ONE                                              TAX1-RECOVERY TAX1                                  
                                                                                               
# 43-SUITE 5006              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
ELECTRONICS BTQUE                                            TAX1-RECOVERY TAX1                                  
                                                                                               
# 44-SUITE 5007              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
CAROUSEL CHILDREN                                            TAX1-RECOVERY TAX1                                  
                                                                                               
# 45-SUITE 5008              UNLIMITED     NATURAL           CAM1-RECOVERY CAM1                
NATURALIZER                                                  TAX1-RECOVERY TAX1
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                           PRIMARY/                                                                ANNUAL
                           SECONDARY      SQUARE       LEASE     LEASE     OPTION    MINIMUM       MINIMUM       OVERAGE    
     TENANT                  CODES         FEET        BEGIN      END      #/MOS     RENT/SF        RENT            %       
- -------------------        ---------      ------       -----     -----     ------  ------------    -------       -------
<S>                            <C>         <C>         <C>       <C>         <C>   <C>              <C>           <C>      
# 51-SUITE 5024                1              967       8/86      1/07       -            45.00     43,515         5.00             
BAILEY'S JEWELERS              2                                                          60.00     58,020                          
                                                                                                                        
3 57-SUITE 5046                1            1,148       4/89      3/99       -      2/97  20.00     22,960         6.00             
LADY FOOTLOCKER                2                                                                                                    
                                                                                                                        
# 70-SUITE 7008                1              948       1/95     12/04       -            23.21     22,003         8.00             
AFTERTHOUGHTS                  2                                                                                                    
                                                                                                                        
# 71-SUITE 7012                1            1,044       8/95      7/96       -             7.35      7,673         7.00             
VIP FORMAL WEAR                2                                                                                                    
                                                                                                                        
# 73-SUITE 7016                1            1,058       3/91      2/01       -            18.90     19,996         7.00             
GENERAL NUTRITION              2                                                                                                    
                                           ------                                                                                   
                                           14,910                                                                                   
                                                                                                                                    
3 TENANTS 1201-2000                                                                                                                 
                                                                                                                                    
# 3-SUITE 1006                 1            1,267       1/96     12/97       -             8.62     10,922         7.00             
DOLL'N BEAR                    3                                                                                                    
                                                                                                                        
# 11-SUITE 1032                1            1,445      10/91     10/96       -            10.00     14,450         6.00             
LADY'S CHOICE                  3                                                                                                    
                                                                                                                        
# 12-SUITE 1102                1            1,873       7/94     12/96       -             0.00          0         6.00             
SEARS, ROEBUCK                 3                                                                                        
                                                                                                                        
# 13-SUITE 1104                1            1,243      10/89      9/99       -            15.00     18,645         7.00             
LEMSTONE BOOKS                 3                                                   10/96  18.00     22,374                          
                                                                                                                        
# 34-SUITE 3030                1            1,825       9/87      9/97       -             0.00          0         8.00             
BOMBAY CO.                     3                                                                                        
                                                                                                                        
# 39-SUITE 4014                1            1,510      12/86     11/96       -            10.00     15,100         5.00             
CANNON'S MENS WEAR             3                                                                                                    
                                                                                                                        
# 46-SUITE 5010                1            1,561       5/87      4/97       -            10.49     16,375         5.00             
UPS 'N DOWNS                   3                                                                                                    
                                                                                                                        
# 55-SUITE 5040                1            1,752      11/95      7/05       -            25.00     43,800         6.00             
KIDS FOOTLOCKER                3                                                                                                    
                                                                                                                        
# 56-SUITE 5042                1            1,631      11/89     11/99       -            30.66     50,006         5.00             
FRIEDMAN'S JEWELER             3                                                   12/96  33.72     54,997                          
                                                                                                                        
# 58-SUITE 5048                1            1,420       8/86     12/99       -            25.01     35,514        15.00             
TILT                           3                                                                                                    
                                                                                                                        
# 62-SUITE 6016                1            1,704       8/86      8/98       -            15.00     25,560         6.00             
CHICK FIL-A                    3                                                                                                    
                                                                                                                        
# 72-SUITE 7014                1            1,311       1/96     12/97       -             7.78     10,200         6.00             
DOKAR                          3                                                                                                    
                                           ------                                                                                   
                                           18,542                                                                       
                                                                                                                        
4 Tenants 2001-3500                                                                                                     
                                                                                                                           
# 1-Suite 1002                 1            3,500       9/93      8/98       -            12.50     43,750            5.00          
D.A. KELLY'S                   4                                                                                                    


<CAPTION>
                              CEILING       BREAKPOINT
     TENANT                    (OOO'S)        (000'S)           RECOVERIES   
- -------------------           --------    --------------    -----------------
<S>                          <C>          <C>               <C>              
# 51-SUITE 5024                           
BAILEY'S JEWELERS            UNLIMITED            NATURAL   CAM1-RECOVERY CAM1   
                                                            TAX1-RECOVERY TAX1   
3 57-SUITE 5046                                                                                      
LADY FOOTLOCKER              UNLIMITED            NATURAL   CAM1-RECOVERY CAM1   
                                                            TAX1-RECOVERY TAX1   
# 70-SUITE 7008                                                                                     
AFTERTHOUGHTS                UNLIMITED            NATURAL   CAM1-RECOVERY CAM1   
                                                            TAX1-RECOVERY TAX1   
# 71-SUITE 7012                                                                                     
VIP FORMAL WEAR              UNLIMITED            NATURAL   CAM1-RECOVERY CAM1   
                                                            TAX1-RECOVERY TAX1   
# 73-SUITE 7016                                                                                     
GENERAL NUTRITION            UNLIMITED            NATURAL   CAM1-RECOVERY CAM1   
                                                            TAX1-RECOVERY TAX1   
                                                                          
                                                                          
3 TENANTS 1201-2000                                                       
                                                                          
# 3-SUITE 1006                                                            
DOLL'N BEAR                  UNLIMITED               ZERO   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
# 11-SUITE 1032                                                           
LADY'S CHOICE                UNLIMITED            NATURAL   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
# 12-SUITE 1102                                                           
SEARS, ROEBUCK               UNLIMITED            NATURAL   NONE                                           
                                                                          
# 13-SUITE 1104                                                           
LEMSTONE BOOKS               UNLIMITED                311   CAM1-RECOVERY CAM1                             
                                          10/96       373   TAX1-RECOVERY TAX1   
# 34-SUITE 3030                                                           
BOMBAY CO.                   UNLIMITED               ZERO   NONE                                           
                                                                                 
# 39-SUITE 4014                                                                  
CANNON'S MENS WEAR           UNLIMITED                350   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
# 46-SUITE 5010                                                                  
UPS 'N DOWNS                 UNLIMITED            NATURAL   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
# 55-SUITE 5040                                                                  
KIDS FOOTLOCKER              UNLIMITED            NATURAL   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
# 56-SUITE 5042                                                                  
FRIEDMAN'S JEWELER           UNLIMITED            NATURAL   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
# 58-SUITE 5048                                                                  
TILT                         UNLIMITED            NATURAL   CAM1-RECOVVERY CAM1                            
                                                            TAX1-RECOVERY TAX1   
# 62-SUITE 6016                                                                  
CHICK FIL-A                  UNLIMITED            NATURAL   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
# 72-SUITE 7014                                                                  
DOKAR                        UNLIMITED            NATURAL   CAM1-RECOVERY CAM1                             
                                                            TAX1-RECOVERY TAX1   
                                                                                 
                                                                                 
4 Tenants 2001-3500                                                              
                                                                                 
# 1-Suite 1002                                                                   
D.A. KELLY'S                 UNLIMITED            NATURAL   CAM1-RECOVERY CAM1
                                                            TAX1-RECOVERY TAX1           
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                           PRIMARY/                                                                ANNUAL
                           SECONDARY      SQUARE       LEASE     LEASE     OPTION    MINIMUM       MINIMUM       OVERAGE    
     TENANT                  CODES         FEET        BEGIN      END      #/MOS     RENT/SF        RENT            %       
- -------------------        ---------      ------       -----     -----     ------  ------------    -------       -------
<S>                            <C>         <C>         <C>       <C>         <C>   <C>              <C>           <C>      
# 2-SUITE 1004                 1           3,102       11/86      1/97       -             14.00    43,428        6.00            
HOFHEIMER'S EXPRE              4                                                                                                  
                                                                                                                       
# 6-SUITE 1016                 1           3,034        9/90      1/01       -             15.00    45,510        6.00            
MERRY-GO-ROUND                 4                                                                                                  
                                                                                                                       
# 7-SUITE 1018                 1           2,535        8/86      1/97       -             17.40    44,109        6.00            
WALDENBOOKS                    4                                                                                                  
                                                                                                                       
# 8-SUITE 1020                 1           2,619       11/86      1/97       -             16.00    41,904        7.00            
AMY'S HALLMARK                 4                                                                                                  
                                                                                                                       
# 9-SUITE 1022                 1           2,605        8/90     10/00       -             20.00    52,100        6.00            
THE FINISH LINE                4                                                    8/97   22.00    57,310                        
                                                                                                                       
# 14-SUITE 1106                1           2,940       11/95     10/05       -             14.00    41,160        6.00            
BRIAR PATCH                    4                                                   11/98   15.00    44,100                        
                                                                                   11/02   16.00    47,040             
                                                                                                                       
# 16-SUITE 1112                1           2,691        1/97     12/06       -             15.00    40,365        6.00            
VACANT                         4                                                                                                  
                                                                                                                       
# 17-SUITE 2008                1           2,972        8/86      8/96       -             15.00    44,580        6.00            
KAY-BEE TOY                    4                                                                                                  
                                                                                                                       
# 18-SUITE 2010                1           2,487        8/86      8/96       -             16.00    39,792        6.00            
PAYLESS SHOESOURCE             4                                                                                       
                                                                                                                       
# 19-SUITE 2012-14             1           2,982        9/96      8/06       -             12.00    35,784        6.00            
HUNGATE CRAFTS                 4                                                                                                  
                                                                                                                       
# 20-SUITE 2016                1           3,020       10/86     10/96       -             12.00    36,240        5.00            
FINE'S MEN WEAR                4                                                                                                  
                                                                                                                       
# 27-SUITE 3014                1           3,299        8/86      8/96       -             15.00    49,485        6.00            
KINNEY SHOES                   4                                                                                                  
                                                                                                                       
# 28-SUITE 3016                1           3,335        1/97     12/06       -             15.00    50,025        6.00            
VACANT                         4                                                                                                  
                                                                                                                       
# 31-SUITE 3024                1           2,417       11/86     11/01       -             12.00    29,004        3.00            
RADIO SHACK                    4                                                   11/96   14.50    35,047                        
                                                                                                                       
# 32-SUITE 3026                1           2,247       11/96     10/06       -             17.00    38,199        6.00            
BATH & BODY                    4                                                                                                  
                                                                                                                       
# 33-SUITE 3028                1           2,420        8/86      8/06       -             18.00    43,560        6.00            
FOOTLOCKER                     4                                                    9/96   37.19    90,000                        
                                                                                                                       
# 36-SUITE 3033                1           2,779       10/91     10/01       -             13.00    36,127        6.00            
EYE CARE CENTER                4                                                   10/96   16.60    46,131                        
                                                                                                                       
# 40-SUITE 4016                1           2,868        8/86      8/96       -             12.00    34,416        6.00            
SHOE SHOW                      4                                                                                                  
                                                                                                                       
# 47-SUITE 5014                1           3,238        3/87      3/97                     11.00    35,618        6.00            
COUNTY SEAT                    4                                                                                                  
                                                                                                                       
# 61-SUITE 6014                1           2,052        8/86      8/96       -             22.00    45,144        6.00            
DISC JOCKEY                    4                                                                                                  
                                                                                                                       
# 64-SUITE 6022                1           2,540        1/98     12/07       -             15.30    38,862        6.00            
VACANT                         4                                                                                                  


<CAPTION>
                              CEILING       BREAKPOINT
     TENANT                    (OOO'S)        (000'S)           RECOVERIES   
- -------------------           --------    --------------    -----------------
<S>                          <C>          <C>               <C>              
# 2-SUITE 1004               UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
HOFHEIMER'S EXPRE                                           TAX1-RECOVERY TAX1     
                                                                                   
# 6-SUITE 1016               UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
MERRY-GO-ROUND                                              TAX1-RECOVERY TAX1     
                                                                                   
# 7-SUITE 1018               UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
WALDENBOOKS                                                 TAX1-RECOVERY TAX1     
                                                                                   
# 8-SUITE 1020               UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
AMY'S HALLMARK                                              TAX1-RECOVERY TAX1     
                                                                                   
# 9-SUITE 1022               UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
THE FINISH LINE                                             TAX1-RECOVERY TAX1     
                                                                                   
# 14-SUITE 1106              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
BRIAR PATCH                                                 TAX1-RECOVERY TAX1     
                                                                                   
                                                                                   
# 16-SUITE 1112              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
VACANT                                                      TAX1-RECOVERY TAX1     
                                                                                   
# 17-SUITE 2008              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
KAY-BEE TOY                                                 TAX1-RECOVERY TAX1     
                                                                                   
# 18-SUITE 2010              UNLIMITED          NATURAL     NONE                   
PAYLESS SHOESOURCE                                                                 
                                                                                   
# 19-SUITE 2012-14           UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
HUNGATE CRAFTS                                              TAX1-RECOVERY TAX1     
                                                                                   
# 20-SUITE 2016              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
FINE'S MEN WEAR                                             TAX1-RECOVERY TAX1     
                                                                                   
# 27-SUITE 3014              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
KINNEY SHOES                                                TAX1-RECOVERY TAX1     
                                                                                   
# 28-SUITE 3016              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
VACANT                                                      TAX1-RECOVERY TAX1     
                                                                                   
# 31-SUITE 3024              UNLIMITED              725     CAM1-RECOVERY CAM1     
RADIO SHACK                                                 TAX1-RECOVERY TAX1     
                                                                                   
# 32-SUITE 3026              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
BATH & BODY                                                 TAX1-RECOVERY TAX1     
                                                                                   
# 33-SUITE 3028              UNLIMITED          NATURAL     CAM1-RECOVVERY CAM1    
FOOTLOCKER                                                  TAX1-RECOVERY TAX1     
                                                                                   
# 36-SUITE 3033              UNLIMITED              723     CAM1-RECOVERY CAM1     
EYE CARE CENTER                           10/96     923     TAX1-RECOVERY TAX1     
                                                                                   
# 40-SUITE 4016              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
SHOE SHOW                                                   TAX1-RECOVERY TAX1     
                                                                                   
# 47-SUITE 5014              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
COUNTY SEAT                                                 TAXI-RECOVERY TAX1     
                                                                                   
# 61-SUITE 6014              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
DISC JOCKEY                                                 TAX1-RECOVERY TAX1     
                                                                                   
# 64-SUITE 6022              UNLIMITED          NATURAL     CAM1-RECOVERY CAM1     
VACANT                                                      TAX1-RECOVERY TAX1  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                           PRIMARY/                                                                ANNUAL
                           SECONDARY      SQUARE       LEASE     LEASE     OPTION    MINIMUM       MINIMUM       OVERAGE    
     TENANT                  CODES         FEET        BEGIN      END      #/MOS     RENT/SF        RENT            %       
- -------------------        ---------      ------       -----     -----     ------  ------------    -------       -------
<S>                            <C>         <C>         <C>       <C>         <C>   <C>              <C>           <C>      
                                           61,682
  5 TENNANTS 3501-5000

# 10-SUITE 1026                     1       4,833       2/96      3/06       -              14.00    67,662        5.00           
RACK ROOM SHOES                     5                                                4/99   16.00    77,328                       
                                                                                     4/03   18.00    86,994              
                                                                                                                         
# 21-SUITE 2018-20                  1       4,229      11/96     10/06       -              18.00    76,122        5.00           
HALLMARK                            5                                                                                             
                                                                                                                         
# 24-SUITE 3004                     1       3,539       7/95      7/07       -              16.00    56,624        5.00           
VICTORIA'S SECRET                   5                                                8/98   17.00    60,163                       
                                                                                     8/02   18.00    63,702              
                                                                                                                         
# 26-SUITE 3012                     1       4,887       8/86      8/98       -              15.35    75,015        5.00           
THE LIMITED                         5                                                                                             
                                                                                                                         
# 29-SUITE 3018                     1       4,361       1/98     12/07       -              15.30    66,723        6.00           
VACANT                              5                                                                                             
                                                                                                                         
# 30-SUITE 3022                     1       4,970       8/86      8/98       -              12.00    59,640        5.00           
LERNER SHOP                         5                                                                                             
                                                                                                                         
# 48-SUITE 5018                     1       4,809       8/86      8/96       -              12.00    57,708        4.00           
DURHAM SPORTING GD                  5                                                                                             
                                                                                                                         
# 54-SUITE 5036                     1       3,883       8/95      7/05       -              16.00    62,128        5.00           
AMERICAN EAGLE                      5                                                                                             
                                          ------
                                           35,511                                                                                 
                                                                                                                         
6 TENANTS 5001-10000                                                                                                     
                                                                                                                         
# 15-SUITE 1108                     1       5,204       2/88      2/00       -              16.00    83,264        5.00           
LIMITED EXPRESS                     6                                                                                    
                                                                                                                         
# 25-SUITE 3008                     1       5,189       8/86      8/98       -              11.00    57,079        5.00           
LANE BRYANT                         6                                                                                             
                                                                                                                         
# 37-SUITE 3038                     1       8,466       5/94      5/99       -               5.02    42,499        1.00           
REX RADIO & TELEV.                  6                                                                                             
                                                                                                                         
# 59-SUITE 6002                     1       6,137       8/86      1/97       -              10.00    61,370        5.00           
CATO                                6                                                                                             
                                                                                                                         
# 60-SUITE 6010                     1       6,052      12/93     12/03       -              12.00    72,624        5.00           
CHAMPS SPORTS                       6                                               11/98   14.00    84,728                       
                                                                                                                         
# 67-SUITE 7002                     1       5,452      10/96      9/06       -              18.00    98,136        6.00           
RECORD TOWN                         6                                                                                             
                                           ------
                                           36,500                                                               
                                                                                                                         
7 TENANTS > 10000                                                                                                        
                                                                                                                         
# 66-SUITE 7001                     1      17,474      10/87     10/07       -              14.31   250,053       20.00           
CARMIKE'S CINEMAS                   7                                               11/97   15.74   275,041                       
                                                                                    11/02   17.17   300,029
                                           ------
                                           17,474


<CAPTION>
                              CEILING       BREAKPOINT
     TENANT                    (OOO'S)        (000'S)           RECOVERIES   
- -------------------           --------    --------------    -----------------
<S>                          <C>          <C>               <C>              
                         
  5 TENNANTS 3501-5000   
                                                  
# 10-SUITE 1026              UNLIMITED      1,692           CAM1-RECOVERY CAM1   
RACK ROOM SHOES                                             TAX1-RECOVERY TAX1   
                                                                                                     
                                                                                 
# 21-SUITE 2018-20           UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
HALLMARK                                                    TAX1-RECOVERY TAX1   
                                                                                                     
# 24-SUITE 3004              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
VICTORIA'S SECRET                                           TAX1-RECOVERY TAX1   
                                                                                                     
                                                                                 
# 26-SUITE 3012              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
THE LIMITED                                                 TAX1-RECOVERY TAX1                       
                                                                                 
# 29-SUITE 3018              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
VACANT                                                      TAX1-RECOVERY TAX1                       
                                                                                 
# 30-SUITE 3022              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
LERNER SHOP                                                 TAX1-RECOVERY TAX1                       
                                                                                 
# 48-SUITE 5018              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
DURHAM SPORTING GD                                          TAX1-RECOVERY TAX1   
                                                                                 
# 54-SUITE 5036              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
AMERICAN EAGLE                                              TAX1-RECOVERY TAX1   
                                                                                                     
                                                                                 
                                                                                 
6 TENANTS 5001-10000                                                                                 
                                                                                 
# 15-SUITE 1108              UNLIMITED    NATURAL           NONE                 
LIMITED EXPRESS                                                                                      
                                                                                 
# 25-SUITE 3008              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
LANE BRYANT                                                 TAX1-RECOVERY TAX1                       
                                                                                 
# 37-SUITE 3038              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
REX RADIO & TELEV.                                          TAX1-RECOVERY TAX1                       
                                                                                 
# 59-SUITE 6002              UNLIMITED      1,364           CAM1-RECOVERY CAM1   
CATO                                                        TAX1-RECOVERY TAX1                       
                                                                                 
# 60-SUITE 6010              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
CHAMPS SPORTS                                               TAX1-RECOVERY TAX1   
                                                                                 
# 67-SUITE 7002              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
RECORD TOWN                                                 TAX1-RECOVERY TAX1   
                                                                                                     
                                                                                 
                                                                                 
7 TENANTS > 10000                                                                
                                                                                 
# 66-SUITE 7001              UNLIMITED    NATURAL           CAM1-RECOVERY CAM1   
CARMIKE'S CINEMAS                                           TAX1-RECOVERY TAX1           
</TABLE>


8 FOOD COURT TENANTS


<PAGE>


<TABLE>
<CAPTION>
                           PRIMARY/                                                                ANNUAL
                           SECONDARY      SQUARE       LEASE     LEASE     OPTION    MINIMUM       MINIMUM       OVERAGE    
     TENANT                  CODES         FEET        BEGIN      END      #/MOS     RENT/SF        RENT            %       
- -------------------        ---------      ------       -----     -----     ------  ------------    -------       -------
<S>                            <C>         <C>         <C>       <C>         <C>   <C>              <C>           <C>      
# 65-SUITE 6024                 2             773      10/86      10/98      -            36.22      27,998         6.00          
HARDEE'S                        8                                                                                                 
                                                                                                                              
# 74-SUITE 8004                 2             669      10/95       9/05      -            31.39      21,000         7.00          
DAIRY QUEEN                     8                                                                                                 
                                                                                                                              
# 75-SUITE 8006                 2             595       8/86       9/07      -            42.02      25,002        10.00          
RUFFINO'S                       8                                                  10/97  52.10      31,000                       
                                                                                                                              
# 76-SUITE 8008                 2             595       6/95       5/05      -            33.60      19,992        10.00          
MR. WOK                         8                                                                                                 
                                                                                                                              
# 77-SUITE 8010                 2             461       1/97      12/08      -            30.00      13,830         6.00          
VACANT                          8                                                                                                 
                                                                                                                              
# 78-SUITE 8012                 2             846       8/91       1/97      -            15.00      12,690         8.00          
OMAR'S GYROS                    8                                                                                                 
                                          -------
                                            3,939                                                                             
                                                                                                                              
10 ANCHOR TENANTS                                                                                                             
                                                                                                                                  
# 79-SUITE 9002                 4          81,729       8/86       8/16      -             4.01     327,733         1.50          
JC PENNEY                      10                                                                                                 
                                                                                                                              
# 80-SUITE 9101                 4               1       8/86       7/26      -             0.00           0         1.00          
BELKS                          10                                                                                             
                                                                                                                              
# 81-SUITE 9103                 4          69,960       8/95       7/16      -             4.00     279,840         2.50          
BRODY'S                        10                                                                                                 
                                                                                                                              
# 82-SUITE 9104                 4          89,564      10/87      10/15      -             3.00     268,692         2.50          
SEARS, ROEBUCK                 10      
                                          -------
                                          241,254
                                          -------
                                          434,597
                                          =======

<CAPTION>
                              CEILING       BREAKPOINT
     TENANT                    (OOO'S)        (000'S)           RECOVERIES   
- -------------------           --------    --------------    -----------------
<S>                          <C>          <C>               <C>              
# 65-SUITE 6024              UNLIMITED            NATURAL   FCT-FOOD COURT             
HARDEE'S                                                    TAX1-RECOVERY TAX1         
                                                                                      
# 74-SUITE 8004              UNLIMITED            NATURAL   FCT-FOOD COURT             
DAIRY QUEEN                                                 TAX1-RECOVERY TAX1         
                                                                                      
# 75-SUITE 8006              UNLIMITED                313   FCT-FOOD COURT             
RUFFINO'S                                 9/97        387   TAX1-RECOVERY TAX1         
                                                                                       
# 76-SUITE 8008              UNLIMITED            NATURAL   FCT-FOOD COURT             
MR. WOK                                                     TAX1-RECOVERY TAX1         
                                                                                      
# 77-SUITE 8010              UNLIMITED            NATURAL   FCT-FOOD COURT             
VACANT                                                      TAX1-RECOVERY TAX1         
                                                                                      
# 78-SUITE 8012              UNLIMITED                212   FCT-FOOD COURT             
OMAR'S GYROS                                                TAX1-RECOVERY TAX1         
                                                                                      
                                                                                      
10 ANCHOR TENANTS                                                                     
                                                                                      
# 79-SUITE 9002              UNLIMITED             16,396   CAM                       
JC PENNEY                                                   REAL ESTATE TAXES          
                                                                                      
# 80-SUITE 9101              UNLIMITED            NATURAL   BELK'S CAM                
BELKS                                                                                 
                                                                                      
# 81-SUITE 9103              UNLIMITED            NATURAL   REAL ESTATE TAXES         
BRODY'S                                                     CAM                        
                                                                                      
# 82-SUITE 9104              UNLIMITED             11,600   REAL ESTATE TAXES         
SEARS, ROEBUCK                                              CAM                          
</TABLE>


<PAGE>



- --------------------------------------------------------------------------------
                          PRO-Ject+ Assumptions Report
- --------------------------------------------------------------------------------





<PAGE>


                     GOLDEN EAST CROSSING, ROCKY MOUNT, NC
                           PROJECT ASSUMPTIONS REPORT
                             INCLUDING ALL TENANTS
                                5/20/96 @ 10:19


BUILDING PROLOGUE
- -----------------
LEASEHOLD ANALYSIS OF GOLDEN EAST CROSSING, ROCKY MOUNT,NC BEGINNING 1/1995
FOR 15 YEARS ON A CALENDAR YEAR BASIS


AREA MEASURES
- -------------
SGLA
DESCRIBED AS GROSS LEASABLE AREA; MALL SHOP TENANTS
1995 VALUE -   218,704
THEREAFTER -   CONSTANT

AGLA
DESCRIBED AS GROSS LEASABLE AREA; ANCHOR TENANTS
1995 VALUE -   572,914
THEREAFTER  -  CONSTANT

OGLA
DESCRIBED AS GROSS LEASABLE AREA; TOTAL OWNED GLA
1995 VALUE -   459,957
THEREAFTER -   CONSTANT

3001
DESCRIBED AS LEASABLE  NET OF MAJORS AT END OF YEAR
1995 VALUE -   218,704
THEREAFTER -   CONSTANT

3200
DESCRIBED AS LEASED NET OF MAJORS AT END OF YEAR
1995 VALUE-    144,336
1996 VALUE-    159,690
1997 VALUE-    178,016
1998 VALUE-    184,861
1999 VALUE-    187,362
2000 VALUE-    187,730
2001 VALUE-    187,922
2002 VALUE-    189,203
2003 VALUE-    189,404
2004 VALUE-    188,395
2005 VALUE-    187,742
2006 VALUE-    182,155
2007 VALUE-    179,135
2008 VALUE-    183,559
2009 VALUE-    187,602
THEREAFTER-CONSTANT

3280
DESCRIBED AS LEASED NET OF MAJORS, BUT NOT LESS THAN 80% LEASED
1995 VALUE-    174,963
1996 VALUE-    174,963
1997 VALUE-    178,016
1998 VALUE-    184,861
1999 VALUE-    187,362
2000 VALUE-    187,730
2001 VALUE-    187,992
2002 VALUE-    189,203
2003 VALUE-    189,404
2004 VALUE-    188,395
2005 VALUE-    187,742
2006 VALUE-    182,155
2007 VALUE-    179,135
2008 VALUE-    183,559


<PAGE>

                                                                          PAGE 2

2009 VALUE-    187,602
THEREAFTER-CONSTANT

3285
DESCRIBED AS LEASED NET OF MAJORS, BUT NOT LESS THAN 85% LEASED
1995-     185,898
1996-     185,898
1997-     185,898
1998-     185,898
1999-     187,362
2000-     187,730
2001-     187,922
2002-     189,203
2003-     189,404
2004-     188,395
2005-     187,742
2006-     185,898
2007-     185,898
2008-     185,898
2009-     187,602
THEREAFTER -CONSTANT

3290
DESCRIBED AS LEASED NET OF MAJORS, BUT NOT LESS THAN 90% LEASED
1995 VALUE-    196,834
THEREAFTER CONSTANT

3295
DESCRIBED AS LEASED NET OF MAJORS, BUT NOT LESS THAN 95% LEASED
1995 VALUE-    207,769
THEREAFTER-CONSTANT

FOOD
DESCRIBED AS FOOD COURT LEASABLE AREA
1995 VALUE-    3,939
THEREAFTER-CONSTANT


GROWTH RATES
- ------------

SALG
DESCRIBED AS GROWTH RATE FACTOR; SALES GROWTH
1995 VALUE-    0.00
1996 VALUE-    2.00
1997 VALUE-    3.00
THEREAFTER-CONSTANT

RENG
DESCRIBED AS GROWTH RATE FACTOR; MARKET RENT GROWTH
1995 VALUE-    0.00
1996 VALUE-    0.00
1997 VALUE-    2.00
1998 VALUE-    3.00
THEREAFTER-CONSTANT

EXPG
DESCRIBED AS GROWTH RATE FACTOR; GENERAL EXPENSE GROWTH
1995 VALUE-    3.50
1996 VALUE-    3.50
THEREAFTER-CONSTANT

TAXG
DESCRIBED AS GROWTH RATE FACOTR; TAX EXPENSE GROWTH
1995 VALUE-    3.50
1996-VALUE-    3.50
THEREAFTER-CONSTANT


<PAGE>


                                                                          PAGE 3

UTLG
DESCRIVED AS GROWTH RATE FACTOR; MISCELLANEOUS INCOME GROWTH
1995-VALUE-    2.00
1996 VALUE-    2.00
THEREAFTER-CONSTANT

MISG
1995 VALUE-    2.00
THEREAFTER-CONSTANT


MARKET RATES
- ------------

MKT1
DESCRIBED AS MARKET RENTAL RATE; TENANTS < 750 SQ/FT
1995 VALUE -   30.00
1996 VALUE -   30.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS MARKET RENTAL RATE; TENANTS 751-1200 SQ/FT
1995 VALUE -   25.00
1996 VALUE -   25.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

MKT3
DESCRIBED AS MARKET RENTAL RATE; TENANTS 1201-2000 SQ/FT
1995 VALUE -   20.00
1996 -         20.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT4
DESCRIBED AS MARKET RENTAL RATE; TENANTS 2001-3500 SQ FT
1995 VALUE -   15.00
1996 VALUE -   15.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

MKT5
DESCRIBED AS MARKET RENTAL RATE; TENANTS 3501-5000 SQ/FT
1995 VALUE -   15.00
1996 VALUE -   15.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

MKTG 6
DESCRIBED AS MARKET RENTAL RATE; TENANTS 5001-10000 SQ FT
1995 VALUE -   10.00
1996 VALUE -   10.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

MKTG7
DESCRIBED AS MARKET RENTAL RATE; TENANTS > 10000 SQ/FT
1995 VALUE -   6.00
1996 -         6.00
THREAFTER - GROWING AT GROWTH RATE RENG

MKTG8
DESCRIBED AS MARKET RENTAL RATE;  FOOD COURT TENANTS
1995 VALUE -   30.00
1996 VALUE -   30.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

MKT9
DESCRIBED AS MARKET RENTAL RATE; KIOSK TENANTS
1995 VALUE -   100
1996 VALUE -   100
THEREAFTER -   GROWING AT GROWTH RATE RENG


<PAGE>


                                                                          PAGE 4

MKT0
DESCRIBED AS ANCHOR MARKET RENT
1995 VALUE -   4.00
1996 VALUE -   4.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

SALS
1995 VALUE -   267
THEREAFTER GROWING AT GROWTH RATE SALG

ALTN
DESCRIBED AS ALTERATION RATE; NEW TENANTS
1995 VALUE -   10.00
1996 VALUE -   10.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ALTR
DESCRIBED AS ALTERATION RATE; RENEWAL TENANTS
1995 VALUE -   2.00
1996 VALUE -   2.00
THEREAFTER -   GROWING AT GROWTH RATE EXPG

ALT B
DESCRIBED AS ALTERATION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30.0% OF ALTN + 70.0% OF ALTR

COMN
DESCRIBED AS COMISSION RATE; NEW TENANTS
1995 VALUE -   3.50 
1996 VALUE -   3.50 
1997 VALUE -   3.50 
1998 VALUE -   3.50 
1999 VALUE -   3.50 
2000 VALUE -   3.50 
2001 VALUE -   4.00 
2002 VALUE -   4.00 
2003 VALUE -   4.00 
2004 VALUE -   4.00 
2005 VALUE -   4.00 
2006 VALUE -   4.50 
THEREAFTER - CONSTANT

COMPR
DESCRIBED AS COMISSION RATE; RENEWAL TENANTS
1995 VALUE -   1.50 
1996 VALUE -   1.50 
1997 VALUE -   1.50
1998 VALUE -   1.50 
1999 VALUE -   1.50 
2000 VALUE -   1.50 
2001 VALUE -   1.75 
2002 VALUE -   1.75 
2003 VALUE -   1.75 
2004 VALUE -   1.75 
2005 VALUE -   1.75 
2006 VALUE -   2.00 
THEREAFTER - CONSTANT

COMB
DESCRIBED AS COMMISSION RATE; BLENDED RATE BASED ON RENTAL PROBABILITY
+30.0% OF COMM +70.0% OF COMR

RESX
DESCRIBED AS EXPENSE RATE; RESERVES FOR REPLACEMENT
1995 VALUE -   0.20
1996 VALUE -   0.20
THEREAFTER -GROWING AT GROWTH RATE EXPG


<PAGE>

                                                                          PAGE 5

UTLR
DESCRIBED AS EXPENSE RATE; MALL SHOP UTILITIES
1995 VALUE -   0.00
1996 VALUE -   0.00
THEREAFTER -   GROWING AT GROWTH RATE UTLG

W/SR
DESCRIBED AS EXPENSE RATE; MALL SHOP WATER/SEWER
1995 VALUE -   0.00
1996 VALUE -   0.00
THEREAFTER -   GROWING AT GROWTH RATE UTLG

SRCW
DESCRIBED AS SEARS STEPPED, FIXED CAM CHARGE INCLUDING NON-STEPPED $4000/YEAR
INTERIOR MALL CHARGE
1995 VALUE -   0.35 
1996 VALUE -   0.35 
1997 VALUE -   0.35 
1998 VALUE -   0.40 
1999 VALUE -   0.40 
2000 VALUE -   0.40 
2001 VALUE -   0.40 
2002 VALUE -   0.40 
2003 VALUE -   0.44 
2004 VALUE -   0.44 
2005 VALUE -   0.44
2006 VALUE -   0.44 
2007 VALUE -   0.44
2008 VALUE -   0.50 
2009 VALUE -   0.50 
THEREAFTER - CONSTANT

SRIN
DESCRIBED AS SEARS PRO-RATA LIABILITY CHARGE
1995 VALUE -   0.16
1996 VALUE -   0.16
THEREAFTER -   GROWING AT GROWTH RATE EXPG

SRPU
DESCRIBED AS SEARS TOTAL CAM CHARGE
+100.0% OF SRCM+100.0% OF SRIN

BRPU
DESCRIBED AS BRODY'S CAM PASSTHRU
1995 VALUE -   0.35 
1996 VALUE -   0.50 
1997 VALUE -   0.50 
1998 VALUE -   0.50 
1999 VALUE -   0.50 
2000 VALUE -   0.50 
2001 VALUE -   0.70 
2002 VALUE -   0.70 
2003 VALUE -   0.70 
2004 VALUE -   0.70 
2005 VALUE -   0.70 
2006 VALUE -   0.80 
2007 VALUE -   0.80
2008 VALUE -   0.80 
2009 VALUE -   0.80 
THEREAFTER - CONSTANT

JCPU
1995 VALUE -   0.30
1996 VALUE -   0.40
1997 VALUE -   0.40
1998 VALUE -   0.40
1999 VALUE -   0.40
2000 VALUE -   0.40


<PAGE>

                                                                          PAGE 6

2001 VALUE -   0.50 
2002 VALUE -   0.50 
2003 VALUE -   0.50 
2004 VALUE -   0.50 
2005 VALUE -   0.50 
2006 VALUE -   0.60 
2007 VALUE -   0.60 
2008 VALUE -   0.60
2009 VALUE -   0.60 
THEREAFTER -   CONSTANT


MISCELLANEOUS INCOMES
- ---------------------
WATER/SEWER
1995 VALUE -   0.00
1996 VALUE -   35,000
THEREAFTER -   GROWING AT GROWTH RATE MISG

MISCELLANEOUS
1995 VALUE -   0.00
1996 VALUE -   70,000
THEREAFTER -   GROWING AT GROWTH RATE MISG


EXPENSES
- --------

COMMON AREA MAINT., REFERRED TO AS CAMX
DESCRIBED AS COMMON AREA MAINTENANCE; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -   0.00
1996 VALUE -   1,115,718
THEREAFTER -   GROWING AT GROWTH RATE EXPG

CMGT-MGMT.FEE     , REFERRED TO AS CMGT
DESCRIBED AS COMON AREA MAINTENANCE EXPENSE; MANAGEMENT FEE PASS-THROUGH
AN INFORMATIONAL EXPENSE
ZERO

CANC-ANCHOR CONT. , REFERRED TO AS CANC
DESCRIBED AS COMMON AREA MAINTENANCE; ANCHOR CONTRIBUTION POOL
AN INFORMATIONAL EXPENSE
1995 VALUE -   107,859 
1996 VALUE -   140,809 
1997 VALUE -   141,299
1998 VALUE -   146,284 
1999 VALUE -   146,809 
2000 VALUE -   147,352 
2001 VALUE -   170,080 
2002 VALUE -   170,661 
2003 VALUE -   175,742 
2004 VALUE -   176,365 
2005 VALUE -   177,011
2006 VALUE -   192,847 
2007 VALUE -   193,538 
2008 VALUE -   198,732 
2009 VALUE -   199,472 
THEREAFTER -   CONSTANT

CAM1-RECOVERY CAM1, REFERRED TO AS CAM1
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX-100.0% OF CANC
+115.0% OF AMOR

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2


<PAGE>




                                                                          PAGE 7


DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE
ZERO

CAM3-RECOVERY CAM3, REFERRED TO AS CAM3
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 3
AN INFORMATIONAL EXPENSE
ZERO

CAM4-RECOVERY CAM4, REFERRED TO AS CAM4
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 4
AN INFORMATIONAL EXPENSE
ZERO

REAL ESTATE TAXES , REFERRED TO AS TAXX
DESCRIBED AS REAL ESTATE TAXES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       0.00
1996 VALUE -      291,116
THEREAFTER - GROWING AT GROWTH RATE TAXG

TANC-ANCHOR CONT. , REFERRED TO AS TANC
DESCRIBED AS REAL ESTATE TAXES; ANCHOR TAX CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
+100.0% OF JCTX+100.0% OF BRTX
+100.0% OF SRTX

TAXI-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE
+100.0% OF TAXX-100.0% OF TANC

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE
ZERO

UTILITY EXPENSE   , REFERRED TO AS UT~LX
DESCRIBED AS UTILITIES; GENERAL EXPENSE
AN INFORMATIONAL EXPENSE
1995 VALUE -       0.00
1996 VALUE -       0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

UTL-UTILITIES     , REFERRED TO AS UTLR
DESCRIBED AS UTILITIES; MALL SHOP PASS-THROUGH
AN INFORMATIONAL EXPENSE
+130.0% OF UTLX

WATER & SEWER EXP., REFERRED TO AS W/SX
DESCRIBED AS WATER & SEWER; GENERAL EXPENSE
AN INFORMATIONAL EXPENSE
1995 VALUE -       0.00
1996 VALUE -       0.00
1997 VALUE -       0.00
THEREAFTER - CONSTANT

W/S-WATER & SEWER , REFERRED TO AS W/SR
DESCRIBED AS WATER & SEWER; MALL SHOP PASS-THROUGH
AN INFORMATIONAL EXPENSE
+100.0% OF W/SX

FOOD COURT EXPENSE, REFERRED TO AS FCTX
DESCRIBED AS FOOD COURT; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       0.00
1996 VALUE -       26,430
THEREAFTER - GROWING AT GROWTH RATE EXPG


<PAGE>


                                                                          PAGE 8



FCT-FOOD COURT      , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT; FOOD COURT PASS-THROUGH
AN INFORMATIONAL EXPENSE
+115.0% OF FCTX

AMORTIZATION        , REFERRED TO AS AMOR
AN INFORMATIONAL EXPENSE
1995 VALUE            0.00
1996 VALUE          68,624
1997 VALUE          68,624
1998 VALUE          68,624
1999 VALUE          15,000
2000 VALUE            0.00
THEREAFTER    CONSTANT

GENERAL & ADMIN.      , REFERRED TO AS G&AX
DESCRIBED AS NON-RECOVERABLE EXPENSE; GENERAL & ADMINISTRATIVE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -          0.00
1996 VALUE -         89,334
THEREAFTER -  GROWING AT GROWTH RATE EXPG

MARKETING EXPENSE , REFERRED TO AS MKTX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MARKETING
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -        0.00
1996 VALUE -        38,966
THEREAFTER -  GROWING AT GROWTH RATE EXPG

MISCELLANEOUS         , REFERRED TO AS MISX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MISCELLANEOUS
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -           0.00
1996 VALUE -        30,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG

JC PENNEY             , REFERRED TO AS JCTX
AN INFORMATIONAL EXPENSE
1995 VALUE    -       0.00
1996 VALUE    -     18,690
1997 VALUE    -     20,501
1998 VALUE    -     22,374
1999 VALUE    -     24,314
2000 VALUE    -     26,321
2001 VALUE    -     28,399
2002 VALUE    -     30,549
2003 VALUE    -     32,775
2004 VALUE    -     35,078
2005 VALUE    -     37,462
2006 VALUE    -     39,930
2007 VALUE    -     42,483
2008 VALUE    -     45,127
2009 VALUE    -     47,862
THEREAFTER    - CONSTANT

BRODYS TAX            , REFERRED TO AS BRTX
AN INFORMATIONAL EXPENSE
1995 VALUE    -       0.00
1996 VALUE    -     44,279
1997 VALUE    -     45,829
1998 VALUE    -     47,433
1999 VALUE    -     49,093
2000 VALUE    -     50,811
2001 VALUE    -     52,590
2002 VALUE    -     54,430
2003 VALUE    -     56,335
2004 VALUE    -     58,307
2005 VALUE    -     60,348


<PAGE>


                                                                          PAGE 9


2006 VALUE -        62,460
2007 VALUE -        64,646
2008 VALUE -        66,909
2009 VALUE -        69,251
THEREAFTER - CONSTANT

SEARS TAX              ,REFERRED TO AS SRTX
AN INFORMATIONAL EXPENSE
1995 VALUE   -        0.00    
1996 VALUE   -      20,270
1997 VALUE   -      22,254
1998 VALUE   -      24,307
1999 VALUE   -      26,433
2000 VALUE   -      28,632
2001 VALUE   -      30,909
2002 VALUE   -      33,266
2003 VALUE   -      35,704
2004 VALUE   -      38,229
2005 VALUE   -      40,841
2006 VALUE   -      43,545
2007 VALUE   -      46,344
2008 VALUE   -      49,241
2009 VALUE   -      52,239
THEREAFTER   - CONSTANT

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1995 VALUE -          2.50
1996 VALUE -          2.50
THEREAFTER -  CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1995 VALUE -          3.00
1996 VALUE -          3.00
THEREAFTER -   CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 5.000% OF TOTAL RENT

STANDARD METHOD #2 - 2.500% OF TOTAL RENT

STANDARD METHOD #3 - 3.250% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT


<PAGE>


                                                                         PAGE 10



STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- -----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1  - CASHED OUT

STANDARD METHOD #2  - CASHED OUT

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4  - CASHED OUT

STANDARD METHOD #5  - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------


CONTRIBUTIONS CONTAINED IN EXPENSE CANC
BASED ON RECOVERIES  ASSIGNED TO COST CENTER 2- CAM-ANCHOR TENANTS FOR THOSE
TENANTS WITH THE FOLLOWING PRIMARY CLASSIFICATION CODE(S):
    4 - ANCHOR TENANTS


CAPITAL EXPENDITURES
- --------------------

REPL'MENT RESERVE
MARKET RATE RESX MULTIPLIED BY AREA MEASURE OGLA

CAPITAL REPAIRS
1995 VALUE -    100,000
THEREAFTER - CONSTANT


PRIMARY CLASSIFICATION CODES
- ----------------------------

    1 - MALL SHOP TENANTS
    2 - FOOD COURT TENANTS
    3 - KIOSK TENANTS
    4 - ANCHOR TENANTS


SECONDARY CLASSIFICATION CODES
- ------------------------------

    1 - TENANTS < 750 
    2 - TENANTS  751-1200  
    3 - TENANTS  1201-2000  
    4 - TENANTS 2001-3500 
    5 - TENANTS  3501-5000 
    6 - TENANTS  5001-10000 
    7 - TENANTS > 10000 
    8 - FOOD COURT TENANTS 
    9 - KIOSK TENANTS

<PAGE>



                                                                         PAGE 12


CAM1-RECOVERY CAM1, REFERRED TO AS CAM4
DESCRIBED AS CAM RECOVERY; TYPE 4
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3285
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM1-RECOVERY CAM1, REFERRED TO AS CAM5
DESCRIBED AS CAM RECOVERY; TYPE 5
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3295
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM1-RECOVERY CAM1, REFERRED TO AS CAM6
DESCRIBED AS CAM RECOVERY: TYPE 6
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3001
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS TAX RECOVERY; TYPE I
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3285
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE Of ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX2
DESCRIBED AS TAX RECOVERY; TYPE 2
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3200
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX3 
ASSIGNED TO COST CENTER       3 - TAX-MALL
SHOPS PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3280
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX4 
ASSIGNED TO COST CENTER       3 - TAX-MALL
SHOPS PRO RATA SHARE RECOVERY OF EXPENSE TAX1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3285 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX5
DESCRIBED AS UTILITY RECOVERY; MALL SHOPS
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3295
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP


<PAGE>


                                                                         PAGE 13


AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX6 
DESCRIBED AS WATER/SEWER RECOVERY; MALL SHOPS 
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE TAX1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3001 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

FCT-FOOD COURT              , REFERRED TO AS FCAM 
DESCRIBED AS HVAC RECOVERY; MALL TENANT CHARGE 
ASSIGNED TO COST CENTER       8 - FCT-FOOD COURT 
PRO RATA SHARE RECOVERY OF EXPENSE FCTR 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE FOOD 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

FCTR-FOOD COURT     , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT RECOVERY;
ASSIGNED TO COST CENTER       8 - FCT-FOOD COURT
  3.00% OF SALES

GLB1
GLOBAL GROUPING
GLOBAL RECOVERY  CAM1
GLOBAL RECOVERY  TAX1

GLB2
GLOBAL GROUPING
GLOBAL RECOVERY  CAM2
GLOBAL RECOVERY  TAX2
GLOBAL RECOVERY  TAX5
GLOBAL RECOVERY  TAX6

GLFD
GLOBAL GROUPING
GLOBAL RECOVERY  FCAM
GLOBAL RECOVERY  TAX1

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

# 1 - MKT1
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL


<PAGE>


                                                                         PAGE 14


SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           O/YEAR
THEREAFTER    - GROWING AT     0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1           10.00        2        NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    14ARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MKT2
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            O/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE


<PAGE>


                                                                         PAGE 15



RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1          10.00        2        NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMIUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 3 - MKT3
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE :              1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            O/YEAR
THEREAFTER     - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1          10.00         2        NONE       NONE         YES           YES

RENEWAL NINIMlUM RENT:


<PAGE>


                                                                         PAGE 16


100.00% OF HIGHER Of 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHWNT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 4 - MKT4
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:              ~4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER     - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00          2       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000. OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1


<PAGE>


                                                                         PAGE 17


RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 5 - MKT5
BASE LEASE DATES:     1/1996 TO 12/2005
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          O/YEAR
THEREAFTER    -    GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00         2        NONE        NONE        YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 6 - MKT6
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               6 - TENANTS 5001-10000


<PAGE>


                                                                         PAGE 18


SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER    - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1          10.00         2        NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT          0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 7 - MKT7
BASE LEASE DATES:         1/1996 TO 12/2005
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               7  - TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -              0/YEAR
THEREAFTER       - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE


<PAGE>


                                                                         PAGE 19


ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1          10.00         2        NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 8 - MKT8-FOOD COURT
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 2 - FOOD COURT TENANTS
SECONDARY CODE:               8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.OO/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            O/YEAR
THEREAFTER    - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00         2        NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT         0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF


<PAGE>


                                                                         PAGE 20


10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 9 - MKT9-KI0SKS
BASE LEASE DATES:      1/1996 TO 12/2000
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 3 - KIOSK TENANTS
SECONDARY CODE:               9 - KIOSK TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           O/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1        5.00            2        NONE       NONE        YES            NO
 2        5.00            2        NONE       NONE        YES            NO

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% Of FINAL EFFECTIVE RENT, MARKET RATE MKT9
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 36
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT


<PAGE>


                                                                         PAGE 21


RENEWAL ALTERATIONS: NONE

TENANTS
- -------

THERE ARE A TOTAL OF 82 LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

# 1 - SUITE 1002     , D.A. KELLY'S
BASE LEASE DATES:     9/1993 TO 8/1998
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:       3,500
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    12.50/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    614,135/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00         2        NONE       NONE         YES          YES
  2         10.00         2        NONE       NONE         YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE  MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT


<PAGE>


                                                                     PAGE 22


RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 2 - SUITE 1004      , HOFHEIMER'S EXPRE
BASE LEASE DATES:      11/1986 TO 1/1997
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:         3,102
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    14.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     368,596/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

             LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1          10.00         2       NONE        NONE        YES           YES
  2          10.00         2       NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

<PAGE>


                                                                         PAGE 11


     10 - ANCHOR TENANTS


COST CENTERS
- ------------

     1 - CAM-MALL SHOPS 

     2 - CAM-ANCHOR TENANTS 

     3 - TAX-MALL SHOPS 

     4 - TAX-ANCHOR TENANTS 

     5 - UTL-UTILITY INCOME 

     6 - W/S-WATER & SEWER 

     7 - HVC-HVAC INCOME 

     8 - FCT-FOOD COURT

SALES VOLUME PROFILE
- --------------------

               PERCENT OF          RELATIVE
MONTH         ANNUAL SALES          VOLUME
- -----         ------------         --------

JAN               8.33%              1.00
FEB               8.33%              1.00
MAR               8.33%              1.00
APR               8.33%              1.00
MAY               8.33%              1.00
JUN               8.33%              1.00
JUL               8.33%              1.00
AUG               8.33%              1.00
SEP               8.33%              1.00
OCT               8.33%              1.00
NOV               8.33%              1.00
DEC               8.33%              1.00
                -------             -----

TOTALS          100.00%             12.00


GLOBAL RECOVERIES
- -----------------

CAM1-RECOVERY CAM1, REFERRED TO AS CAM1 
DESCRIBED AS CAM RECOVERY; TYPE 1
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3200
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM1-RECOVERY CAM1, REFERRED TO AS CAM2 
DESCRIBED AS CAM RECOVERY; TYPE 2
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3200
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM1-RECOVERY CAM1, REFERRED TO AS CAM3 
DESCRIBED AS CAM RECOVERY; TYPE 3
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3280
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLTE PASSTHROUGH



<PAGE>



                                                                         PAGE 12


CAM1-RECOVERY CAM1, REFERRED TO AS CAM4
DESCRIBED AS CAM RECOVERY; TYPE 4
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3285
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM1-RECOVERY CAM1, REFERRED TO AS CAM5
DESCRIBED AS CAM RECOVERY; TYPE 5
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3295
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM1-RECOVERY CAM1, REFERRED TO AS CAM6
DESCRIBED AS CAM RECOVERY: TYPE 6
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3001
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS TAX RECOVERY; TYPE I
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3285
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE Of ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX2
DESCRIBED AS TAX RECOVERY; TYPE 2
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3200
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX3 
ASSIGNED TO COST CENTER       3 - TAX-MALL
SHOPS PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3280
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX4 
ASSIGNED TO COST CENTER       3 - TAX-MALL
SHOPS PRO RATA SHARE RECOVERY OF EXPENSE TAX1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3285 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX5
DESCRIBED AS UTILITY RECOVERY; MALL SHOPS
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3295
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP


<PAGE>


                                                                         PAGE 13


AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX6 
DESCRIBED AS WATER/SEWER RECOVERY; MALL SHOPS 
ASSIGNED TO COST CENTER       3 - TAX-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE TAX1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE 3001 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

FCT-FOOD COURT              , REFERRED TO AS FCAM 
DESCRIBED AS HVAC RECOVERY; MALL TENANT CHARGE 
ASSIGNED TO COST CENTER       8 - FCT-FOOD COURT 
PRO RATA SHARE RECOVERY OF EXPENSE FCTR 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE FOOD 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

FCTR-FOOD COURT     , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT RECOVERY;
ASSIGNED TO COST CENTER       8 - FCT-FOOD COURT
  3.00% OF SALES

GLB1
GLOBAL GROUPING
GLOBAL RECOVERY  CAM1
GLOBAL RECOVERY  TAX1

GLB2
GLOBAL GROUPING
GLOBAL RECOVERY  CAM2
GLOBAL RECOVERY  TAX2
GLOBAL RECOVERY  TAX5
GLOBAL RECOVERY  TAX6

GLFD
GLOBAL GROUPING
GLOBAL RECOVERY  FCAM
GLOBAL RECOVERY  TAX1

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

# 1 - MKT1
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL


<PAGE>


                                                                         PAGE 14


SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           O/YEAR
THEREAFTER    - GROWING AT     0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1           10.00        2        NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    14ARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MKT2
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            O/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE


<PAGE>


                                                                         PAGE 15



RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1          10.00        2        NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMIUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 3 - MKT3
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE :              1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            O/YEAR
THEREAFTER     - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1          10.00         2        NONE       NONE         YES           YES

RENEWAL NINIMlUM RENT:


<PAGE>


                                                                         PAGE 16


100.00% OF HIGHER Of 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHWNT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 4 - MKT4
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:              ~4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER     - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00          2       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000. OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1


<PAGE>


                                                                         PAGE 17


RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 5 - MKT5
BASE LEASE DATES:     1/1996 TO 12/2005
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          O/YEAR
THEREAFTER    -    GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00         2        NONE        NONE        YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 6 - MKT6
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               6 - TENANTS 5001-10000


<PAGE>


                                                                         PAGE 18


SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER    - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1          10.00         2        NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT          0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 7 - MKT7
BASE LEASE DATES:         1/1996 TO 12/2005
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               7  - TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -              0/YEAR
THEREAFTER       - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE


<PAGE>


                                                                         PAGE 19


ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1          10.00         2        NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 8 - MKT8-FOOD COURT
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 2 - FOOD COURT TENANTS
SECONDARY CODE:               8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.OO/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            O/YEAR
THEREAFTER    - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00         2        NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT         0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF


<PAGE>


                                                                         PAGE 20


10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 9 - MKT9-KI0SKS
BASE LEASE DATES:      1/1996 TO 12/2000
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 3 - KIOSK TENANTS
SECONDARY CODE:               9 - KIOSK TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           O/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
 1        5.00            2        NONE       NONE        YES            NO
 2        5.00            2        NONE       NONE        YES            NO

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% Of FINAL EFFECTIVE RENT, MARKET RATE MKT9
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 36
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT


<PAGE>


                                                                         PAGE 21


RENEWAL ALTERATIONS: NONE

TENANTS
- -------

THERE ARE A TOTAL OF 82 LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

# 1 - SUITE 1002     , D.A. KELLY'S
BASE LEASE DATES:     9/1993 TO 8/1998
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:       3,500
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    12.50/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    614,135/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1         10.00         2        NONE       NONE         YES          YES
  2         10.00         2        NONE       NONE         YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE  MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT


<PAGE>


                                                                     PAGE 22


RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 2 - SUITE 1004      , HOFHEIMER'S EXPRE
BASE LEASE DATES:      11/1986 TO 1/1997
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:         3,102
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    14.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     368,596/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

             LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------   -----------
  1          10.00         2       NONE        NONE        YES           YES
  2          10.00         2       NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

<PAGE>

                                                                        PAGE 33



GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT
- --------------------------------------------------------------------------------

# 14 - SUITE 1106    , BRIAR PATCH
BASE LEASE DATES:    11/1995 TO 10/200S
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:        2,940
PRIMARY CODE:               1   MALL SHOP TENANTS
SECONDARY CODE:             4   TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT    14.OO/SF/YR
CHANGING TO     15.OO/SF/YR ON 11/1998
CHANGING TO     16.00/SF/YR ON 11/2002

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALS
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00        2       NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.OO% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEW COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT


<PAGE>


                                                                         PAGE 34


RENEWAL ALTERATIONS: MINIMUM RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 15 - SUITE 1108      , LIMITED EXPRESS
BASE LEASE DATES:       2/1988 TO 2/2000
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          5,204
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     861,064/YEAR
THEREAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAN1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00         2       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 16 - SUITE 1112      , VACANT


<PAGE>


                                                                         PAGE 35


BASE LEASE DATES:       1/1997 TO 12/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          2,691
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT4
WITH 3 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -           1/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1      10.00         2       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE CONS
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 17 - SUITE 2008      , KAY-BEE TOY
BASE LEASE DATES:       8/1986 TO 8/1996
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          2,972
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              4 - TENANTS 2001-3500


<PAGE>


                                                                       PAGE 36


SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT  15.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -  584,727/YEAR
THEREAFTER  - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00          2      NONE        NONE         YES           YES
 2       10.00          2      NONE        NONE         YES           YES

RENEWAL NINIMLIM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% 
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 FINAL
EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE MINIMUM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 18 - SUITE 2010      PAYLESS SHOESOURCE
BASE LEASE DATES:      8/1986 TO 8/1996
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:          2,487
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.00/SF/YR


<PAGE>


                                                                         PAGE 37


PERCENTAGE RENT:
INITIAL SALES -      372,677/YEAR
THEREAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00          2      NONE        NONE         YES           YES
 2       10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTS
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 19 - SUITE 2012-14 , HUNGATE CRAFTS
BASE LEASE DATES:        9/1996 TO 8/2006
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:            2,982
PRIMARY CODE:                  1 - MALL SHOP TENANTS
SECONDARY CODE:                4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     12.OO/SF/YR
WITH 4 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -             l/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT


<PAGE>


                                                                         PAGE 38


6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00         2       NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000. OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE C0MB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 20 - SUITE 2016       FINE'S  MEN WEAR
BASE LEASE DATES:      10/1986  TO 10/1996
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:           3,020
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    12.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     927,015/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:


<PAGE>


                                                                         PAGE 39


GLOBAL GROUPING
GLOBAL RECOVERY CAM4

GLOBAL GROUPING
GLOBAL RECOVERY TAX4

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00         2       NONE        NONE         YES           YES
 2       10.00         2       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 21 - SUITE 2018-20 , HALLMARK
BASE LEASE DATES:      11/1996 TO 10/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:           4,229
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE
SUBJECT TO LEASE PRESENT VALUE ANALYSIS

MINIMUM RENT:
INITIAL RENT -    18.00/SF/YR
WITH 10 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -            1/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3


<PAGE>


                                                                         PAGE 40


GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00          2     NONE        NONE         YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

~# 22 - SUITE 2022      , REEDS JEWELERS
BASE LEASE DATES:       8/1986 TO 12/1996
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          1,200
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    39.58/SF/YR

PERCENTAGE RENT:
INITIAL SALES - 1,096,716/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT -     791,667/YEAR
 5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAN2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE


<PAGE>


                                                                         PAGE 41



     SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00         2       NONE        NONE        YES           YES
 2       10.00         2       NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE  MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 23 - SUITE 3002      STRIDE-RITE
BASE LEASE DATES:      3/1987 TO 1/1993
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:           942
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   14.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    245,205/YEAR
THEREAFTER    -  GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00~% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------


<PAGE>


                                                                         PAGE 42


  1       10.00         2       NONE        NONE          YES           YES
  2       10.00         2       NONE        NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE C0M6
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 24 - SUITE 3004        VICTORIA'S SECRET
BASE LEASE DATES:        7/1995 TO 7/2007
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:           3,539
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE               5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.00/SF/YR
CHANGING TO  -    17.00/SF/YR ON 8/1998
CHANGING TO  -    18.00/SF/YR ON 8/2002

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALS
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1        10.00        2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:


<PAGE>


                                                                         PAGE 43


100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 25 - SUITE 3008       LANE BRYANT
BASE LEASE DATES:       8/1986 TO 8/1998
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          5,189
PRIMARY CODE:                1  - MALL SHOP TENANTS
SECONDARY CODE:              6  - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     11.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - 1,106,357/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00          2      NONE       NONE          YES           YES
 2       10.00          2      NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60


<PAGE>


                                                                         PAGE 44

FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

 ...............................................................................

# 26 - SUITE 3012      THE LIMITED
BASE LEASE DATES:      8/1986 TO 8/1998
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:         4,887
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    15.35/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    856,658/YEAR
THEREAFTER    -    GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00         2      NONE       NONE          YES           YES
  2       10.00         2      NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE


<PAGE>


                                                                         PAGE 45


RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 27 - SUITE 3014       KINNEY  SHOES
BASE LEASE DATES:       8/1986  TO 5/1996
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          3,299
PRIMARY CODE:                  1 - MALL SHOP TENANTS
SECONDARY CODE:                4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     15.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     332,724/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.OO% Of OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00         2      NONE        NONE         YES           YES
  2       10.00         2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROWING
GLOBAL RECOVERY GLB1


<PAGE>


                                                                         PAGE 46


RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 28 - SUITE 3016       VACANT
BASE LEASE DATES:       1/1997 TO 12/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          3,335
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT4
WITH 3 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -           1/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: MARKET RATE COMN
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE ALTM
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00         2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT


<PAGE>


                                                                         PAGE 47



RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 29 - SUITE 3018      VACANT
BASE LEASE DATES:      1/1998 TO 12/2007
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        4,361
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT5
WITH 3 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -           1/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS:  MARKET RATE COMN
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE ALTN
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00        2       NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   PAYOUT RATE ALTB
RENEWAL PAYOUT:        CASHED OUT


<PAGE>


                                                                         PAGE 48



- -------------------------------------------------------------------------------

# 30 - SUITE 3022        LERNER SHOP
BASE LEASE DATE$:        8/1986 TO 8/1998
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:          4,970
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    12.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     846,264/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00          2      NONE       NONE          YES           YES
 2       10.00          2      NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COW
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 31 - SUITE 3024        RADIO SHACK
BASE LEASE DATES:        11/1986 TO 11/2001


<PAGE>


                                                                         PAGE 49


TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:         2,417
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   12.00/SF/YR
CHANGING TO -    14.50/SF/YR ON 11/1996

PERCENTAGE RENT:
INITIAL SALES -     596,282/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT -    725,100/YEAR
 3.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
 1       10.00          2      NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE C0MB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 32 - SUITE 3026      BATH & BODY
BASE LEASE DATES:      11/1996 TO 10/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:           2,247
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE


<PAGE>


                                                                         PAGE 50


MINIMUM RENT:
INITIAL RENT      17.00/SF/YR
WITH 24 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -            5/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROWING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS:       92,127
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00         2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLS1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 33 - SUITE 3028        FOOTLOCKER
BASE LEASE DATES:        8/1986 TO 8/2006
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:           2,420
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    18.00/SF/YR
CHANGING TO -     37.19/SF/YR ON 9/1996


<PAGE>


                                                                         PAGE 51


PERCENTAGE RENT:
INITIAL SALES - 1,934,524/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00        2       NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 34 - SUITE 3030        BOMBAY  CO.
BASE LEASE DATES:        9/19~87  TO 9/1997
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:           1,825
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT        0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      476,637/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A ZERO BREAKPOINT LESS MINIMUM RENT
  8.00% OF OVERAGE TO AN UNLIMITED CEILING


<PAGE>


                                                                         PAGE 52


RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SO FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------   ---------   -----------   -----------
  1       10.00         2       NONE       NONE         YES           YES
  2       10.00         2       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 35 - SUITE 3032        REGIS HAIRSTYLIST
BASE LEASE DATES:        8/1986 TO 8/1996
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:             810
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    25.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      268,724/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

<PAGE>


                                                                         PAGE 23


- --------------------------------------------------------------------------------

# 3 - SUITE 1006           DOLL'N BEAR
BASE LEASE DATES:          1/1996 TO 12/1997
TYPE OF TENANT:            RETAIL
SQUARE FOOTAGE:            1,267
PRIMARY CODE:                  1 - MALL SHOP TENANTS
SECONDARY CODE:                3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    8.62/SF/YR

PERCENTAGE RENT:
INITIAL SALES -  173,278/YEAR
THEREAFTER    -  GROWING AT GROWTH RATE SALG
WITH A ZERO BREAKPOINT LESS MINIMUM RENT
 7.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
 2             10.00            2          NONE        NONE             YES               YES
</TABLE>


RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS COVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 4 - SUITE 1010       , JEWEL BOX
BASE LEASE DATES:      8/1986 TO 12/2006


<PAGE>


                                                                         PAGE 24




TYPE OF TENANT:   RETAIL
SQUARE FOOTAGE:    1,035
PRIMARY CODE:          1 - MALL SHOP TENANTS
SECONDARY CODE:        2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT  - 35.00/SF/YR
CHANGING TO   - 50.00/SF/YR ON 1/1997

PERCENTAGE RENT:
INITIAL SALES - 35.00/SF/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 5 - SUITE 1012      , SUGAR FOOT
BASE LEASE DATES:     11/1986 TO 11/1996
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:       1,068
PRIMARY CODE:             1 - MALL SHOP TENANTS
SECONDARY CODE:           2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE


<PAGE>


                                                                         PAGE 25


MINIMUM RENT:
INITIAL RENT -  16.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -  356,625/YEAR
THEREAFTER    -  GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT LESS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
 2             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS COVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 6 - SUITE 1016        , MERRY-GO-ROUND
BASE LEASE DATES:       9/1990 TO 1/2001
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:         3,034
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE              4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 15.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - 569,841/YEAR


<PAGE>


                                                                         PAGE 26


THEREAFTER   - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- --------------------------------------------------------------------------------

# 7 - SUITE 1018          , WALDENBOOKS
BASE LEASE DATES:         8/1986 TO 1/1997
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:           2,535
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   17.40/SF/YR

PERCENTAGE RENT:
INITIAL SALES -   705,644/YEAR
THEREAFTER    -   GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE


<PAGE>


                                                                         PAGE 27


RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
 2             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- --------------------------------------------------------------------------------

# 8 - SUITE 1020          , AMY'S HALLMARK
BASE LEASE DATES:         11/1986 TO 1/1997
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:           2,619
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  16.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -   390,365/YEAR
THEREAFTER    -   GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3


<PAGE>


                                                                         PAGE 28


GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
 2             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:      MARKET RATE COMB
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE ALTB
RENEWAL PAYOUT:           CASHED OUT


# 9 - SUITE 1022          , THE FINISH LINE
BASE LEASE DATES:         8/1990 TO 10/2000
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:           2,605
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  20.00/SF/YR ON 8/1997
CHANGING TO - 22.00/SF/YR ON 8/1997

PERCENTAGE RENT:
INITIAL SALES -   1,152,723/YEAR
THEREAFTER    -   GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX 2

COMMISSION:  NONE


<PAGE>


                                                                         PAGE 29


ALTERATIONS:  NONE

SPECULATIVE RENEWALS

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT


# 10 - SUITE 1026         , RACK ROOM SHOES
BASE LEASE DATES:         2/1996 TO 13/2006
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:           4,833
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  14.00/SF/YR
CHANGING TO  -  16.00/SF/YR ON 4/1999
CHANGING TO  -  18.00/SF/YR ON 4/2003

PERCENTAGE RENT:
INITIAL SALES -   1/YEAR
THEREAFTER    -   GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT - 1,691,725/YEAR
5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVRY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:


<PAGE>


                                                                         PAGE 30


<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT


# 11 - SUITE 1032       , LADY'S CHOICE
BASE LEASE DATES:       10/1991 TO 10/1996
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:         1,445
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             4 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  10.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -   143,482/YEAR
THEREAFTER    -  GROWING AT GROWTH RATE SALG
WITH A NATURAL  BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:


<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
 2             10.00            2          NONE        NONE             YES               YES
</TABLE>


<PAGE>


                                                                         PAGE 31


RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- --------------------------------------------------------------------------------

# 12 - SUITE 1102           , SEARS, ROEBUCK
BASE LEASE DATES:           7/1994 TO 12/1996
TYPE OF TENANT:             RETAIL
SQUARE FOOTAGE:             1,873
PRIMARY CODE:                   1 - MALL SHOP TENANTS
SECONDARY CODE:                 4 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -   1/YEAR
THEREAFTER    -   GROWING AT GROWTH RATE SALG
WITH A NATURAL  BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
 2             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE



<PAGE>


                                                                         PAGE 32


RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 13 - SUITE 1104            , LEMSTONE BOOKS
BASE LEASE DATES:            10/1989 TO 9/1999
TYPE OF TENANT:              RETAIL
SQUARE FOOTAGE:              1,243
PRIMARY CODE:                    1 - MALL SHOP TENANTS
SECONDARY CODE:                  4 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   15.00/SF/YR
CHANGING TO  -   18.00/SF/YR ON 10/1996

PERCENTAGE RENT:
INITIAL SALES -   234,052/YEAR
THEREAFTER    -   GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT -        310,750/YEAR
CHANGING TO        -        372,900/YEAR ON 10/1996
 7.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES:  NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>
              LENGTH          VACANT       SQ FT     MONTHS OF
TERM        YEAR.MONTHS       MONTHS     INCREASE    FREE RENT      COMMISSIONS      ALTERATIONS
- ----        -----------       ------     --------    ---------      -----------      -----------
<S>            <C>              <C>        <C>         <C>              <C>               <C>   
 1             10.00            2          NONE        NONE             YES               YES
 2             10.00            2          NONE        NONE             YES               YES
</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 10.00 AFTER MONTH 60 FINAL EFFECTIVE RENT IS LAST
MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING


<PAGE>


                                                                         PAGE 53

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 36 - SUITE 3033    , EYE CARE CENTER
BASE LEASE DATES:      10/1991 TO 10/2001
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        2,779
PRIMARY CODE:              1 - MALL SHOP TENANTS
SECONDARY CODE:            4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    13.00/SF/YR
CHANGING TO -     16.60/SF/YR ON 10/1996

PERCENTAGE RENT:
INITIAL SALES -      778,603/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT -    722,540/YEAR
CHANGING TO        -    922,620/YEAR ON 10/1996
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                                                         PAGE 54

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% 
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED CUT

- -------------------------------------------------------------------------------

# 37 - SUITE 3038   , REX RADIO & TELEV.
BASE LEASE DATES:     5/1994 TO 5/1999
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE         8,466
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    5.02/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           1/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 1.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES


<PAGE>


                                                                         PAGE 55


RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 38 - SUITE 4011      , CHRISTY'S
BASE LEASE DATES:        1/1995 TO 12/1997
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:             600
ALTERNATE MEASURE:          600
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     31.24/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     109,887/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE  MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT   0.00%
FROM DATE OF ESTABLISHMENT


<PAGE>


                                                                         PAGE 56


WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 39 - SUITE 4014    , CANNON'S MENS WEAR
BASE LEASE DATES:      12/1986 TO 11/1996
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        1,510
PRIMARY CODE:              1 - MALL SHOP TENANTS
SECONDARY CODE:            3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     10.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     270,761/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT -     350,000/YEAR
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM4

GLOBAL GROUPING
GLOBAL RECOVERY TAX4

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:


<PAGE>


                                                                         PAGE 57


SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB,
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 40 - SUITE 4016     , SHOE SHOW
BASE LEASE DATES:       8/1986 TO 8/1996
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:           2,868
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     12.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     443,342/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING


<PAGE>


                                                                         PAGE 58

GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 41 - SUITE 5002    , GOLD VALLEY
BASE LEASE DATES:      7/1987 TO 7/1997
TYPE OF TENANT:        RETAIL
SOME FOOTAGE:             832
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    37.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -   333,595/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
10.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER O 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT


<PAGE>


                                                                         PAGE 59


RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 42 - SUITE 5004    , PICTURE YOU/ONE
BASE LEASE DATES:      9/1993 TO 8/1998
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:         1,038
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   25.00/SF/YR
CHANGING TO  -   27.00/SF/YR ON 9/1997

PERCENTAGE RENT:
INITIAL SALES -    189,023/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 8.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT


<PAGE>


                                                                         PAGE 60


- -------------------------------------------------------------------------------

# 43 - SUITE 5006      , ELECTRONICS BTQUE
BASE LEASE DATES:        8/1991 TO 10/2001
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:             810
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    29.63/SF/YR
CHANGING TO  -    32.10/SF/YR ON 11/1998

PERCENTAGE RENT:
INITIAL SALES -      553,568/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 44 - SUITE 5007     , CAROUSEL CHILDREN
BASE LEASE DATES:       8/1994 TO 12/2049


<PAGE>


                                                                         PAGE 61


TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:           810
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT  -    9.25/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     43,400/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT - NATURAL
5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 45 - SUITE 5008      , NATURALIZER
BASE LEASE DATES:        3/1988 TO 3/1998
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:           1,200
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:


<PAGE>


                                                                         PAGE 62


INITIAL RENT      16.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    170,864/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 46 - SUITE 5010      , UPS 'N DOWNS
BASE LEASE DATES:        5/1987 TO 4/1997
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:           1,561
PRIMARY CODE:                 1  - MALL SHOP TENANTS
SECONDARY CODE:               3  - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      10.49/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       312,829/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG


<PAGE>


                                                                         PAGE 63


WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT
- -------------------------------------------------------------------------------

# 47 - SUITE 5014       , COUNTY  SEAT
BASE LEASE DATES:         3/1987 TO 3/1997
TYPE Of TENANT:           RETAIL
SQUARE FOOTAGE:            3,238
PRIMARY CODE:                  1 - MALL SHOP TENANTS
SECONDARY CODE:                4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   11.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      567,337/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE


<PAGE>


                                                                         PAGE 64



RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 48 - SUITE 5018      , DURHAM SPORTING GD
BASE LEASE DATES:        8/1986 TO 8/1996
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:           4,809
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     12.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     812,637/YEAR
THEREAFTER    -   GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  4.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3


<PAGE>


                                                                         PAGE 65

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 49 - SUITE 5020   , GIGI'S BOUTIQUE
BASE LEASE DATES:     12/1986  TO 12/1997
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:            648
PRIMARY CODE:               1  - MALL SHOP TENANTS
SECONDARY CODE:              1  - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    20.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      62,739/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE


<PAGE>


                                                                         PAGE 66



ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 50 - SUITE 5022   , CLAIRE'S BTQUE
BASE LEASE DATES:     10/1986 TO 9/1996
TYPE Of TENANT:        RETAIL
SQUARE FOOTAGE:           729
PRIMARY CODE:               1 - HALL SHOP TENANTS
SECONDARY CODE:             1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   20.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    185,390/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAXPOINT PLUS MINIMUM RENT
 8.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                                                         PAGE 67

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- --------------------------------------------------------------------------------

# 51 - SUITE 5024      , BAILEY'S JEWELERS
BASE LEASE DATES:        8/1966 TO 1/2007
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:            967
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    45.OO/SF/YR
CHANGING TO  -    60.00/SF/YR ON 2/1997

PERCENTAGE RENT:
INITIAL SALES - 1,931,530/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES


<PAGE>


                                                                         PAGE 68

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 52 - SUITE 5026     , GR. AMER. CHOCALAT
BASE LEASE DATES:       8/1986 TO 8/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:            624
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   40.00/SF/YR
CHANGING TO  -   48.08/SF/YR ON 9/1996

PERCENTAGE RENT:
INITIAL SALES -     241,706/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
10.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF


<PAGE>


                                                                         PAGE 69



10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 53 - SUITE 5028      , KEEP IN TOUCH
BASE LEASE DATES:        1/1996 TO 12/1996
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:             714
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     12.60/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      49,261/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT - NATURAL
  7.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE


<PAGE>


                                                                         PAGE 70



RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE C0MB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT


- --------------------------------------------------------------------------------

# 54 - SUITE 5036     , AMERICAN EAGLE
BASE LEASE DATES:       8/1995 TO 7/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          3,883
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     16.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALG
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB


<PAGE>


                                                                         PAGE 71



RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- --------------------------------------------------------------------------------

# 55 - SUITE 5040  , KIDS FOOTLOCKER
BASE LEASE DATES:    11/1995 To 7/2005
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:        1,752
PRIMARY CODE:              1 - HALL SHOP TENANTS
SECONDARY CODE:            3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   25.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALS
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1


RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT


<PAGE>


                                                                         PAGE 72

- --------------------------------------------------------------------------------

# 56 - SUITE 5042      , FRIEDMAN'S JEWELER
BASE LEASE DATES:          11/1989 TO 11/1999
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:          1,631
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     30.66/SF/YR
CHANGING TO  -     33.72/SF/YR ON 12/1996

PERCENTAGE RENT:
INITIAL SALES - 1,057,298/YEAR
THERAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM4

GLOBAL GROUPING
GLOBAL RECOVERY TAX4

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT   SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ---- ------------    ------ --------   ---------  -----------   -----------
 1      10.00          2      NONE        NONE         YES           YES
 2      10.00          2      NONE        NONE         YES           YES


RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:


GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 57 - SUITE 5046      , LADY FOOTLOCKER


<PAGE>

                                                                         PAGE 73



BASE LEASE DATES:       4/1989 TO 3/1999
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:         1,148
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   20.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    907,162/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM4

GLOBAL GROUPING
GLOBAL RECOVERY TAX4

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 58 - SUITE 5048      ,TILT
BASE LEASE DATES:       8/1986 TO 12/1999
TYPE OF TENANT:         RETAIL
SOME FOOTAGE:           1,420
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              3 - TENANTS 1201-2000

<PAGE>
                                                                         PAGE 74


SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   25.01/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    256,789/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
15.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3
GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT
- -------------------------------------------------------------------------------

# 59 - SUITE 6002      ,CATO
BASE LEASE DATES:       8/1906 TO 1/1997
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          6,137
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     10.00/SF/YR

PERCENTAGE RENT:

<PAGE>
                                                                         PAGE 75



INITIAL SALES - 1,091,158/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT - 1,363,777/YEAR
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE      MKT6
MULTIPLIED BY 1.000. OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 60 - SUITE 6010      ,CHAMPS SPORTS
BASE LEASE DATES:       12/1993  TO 12/2003
TYPE OF TENANT:         RETAIL
SOME FOOTAGE:            6,052
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    12.00/SF/YR
CHANGING TO  -     6.00/SF/YR ON 11/1998

PERCENTAGE RENT:
INITIAL SALES - 1,127,199/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  5.00% OF OVERAGE TO AN UNLIMITED CEILING

<PAGE>
                                                                         PAGE 76


RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 61 - SUITE 6014      ,DISC JOCKEY
BASE LEASE DATES:       8/1986 TO 8/1996
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          2,052
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   22.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    593,515/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

<PAGE>
                                                                         PAGE 77


GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 62 - SUITE 6016        ,CHICK FIL-A
BASE LEASE DATES:         8/1986 TO 8/1995
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:            1,704
PRIMARY CODE:                   1 - MALL SHOP TENANTS
SECONDARY CODE:                 3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT  -      15.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      787,803/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM5

GLOBAL GROUPING
GLOBAL RECOVERY TAX5

COMMISSIONS:   NONE

<PAGE>
                                                                         PAGE 78


ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE    MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROWING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------
# 63 - SUITE 6018      ,VACANT
BASE LEASE DATES:       1/1997 TO 12/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:           440
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1
WITH 3 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -            1/YEAR
THEREAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS:   MARKET RATE ALTN
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE COMM
PAYOUT:        CASHED OUT

<PAGE>
                                                                         PAGE 79



SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 64 - SUITE 6022       ,VACANT
BASE LEASE DATES:        1/1998 TO 12/2007
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:           2,540
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT4
WITH 3 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -           1/YEAR
THEREAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAK POINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS:   MARKET RATE COMN
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE ALTN
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

<PAGE>
                                                                         PAGE 80


         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT   0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- --------------------------------------------------------------------------------

# 65 - SUITE 6024      ,HARDEE'S
BASE LEASE DATES:       10/1966 TO 10/1998
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              773
PRIMARY CODE:                 2 - FOOD COURT TENANTS
SECONDARY CODE:               8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      36.22/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      479,218/YEAR
THEREAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY FCAM

GLOBAL GROUPING
GLOBAL RECOVERY TAX4

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

<PAGE>
                                                                         PAGE 81


RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE  MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 66 - SUITE 7001     ,CARMIKE'S CINEMAS
BASE LEASE DATES:      10/1987 TO 10/2007
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:          17,474
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               7 - TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    14.31/SF/YR
CHANGING TO -     15.74/SF/YR ON 11/1997
CHANGING TO -     17.17/SF/YR ON 11/2002

PERCENTAGE RENT:
INITIAL SALES -     651,769/YEAR
THEREAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
20.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1       10.00          2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE   MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT   0.00%
FROM DATE OF ESTABLISHMENT

<PAGE>
                                                                         PAGE 82


WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 67 - SUITE 7002     ,RECORD TOWN
BASE LEASE DATES:      10/1996 TO 9/2006
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:          5,452
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    18.00/SF/YR
WITH 12 MONTHS OF FREE RENT

PERCENTAGE RENT:
INITIAL SALES -          1/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT    0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:

<PAGE>
                                                                         PAGE 83



SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 68 - SUITE 7004     ,SUNGLASS HUT
BASE LEASE DATES:      4/1995 TO 3/2005
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:           451
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    55.43/SF/YR

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALS
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 7.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2      NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE  MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT   0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

<PAGE>
                                                                         PAGE 84



RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- --------------------------------------------------------------------------------

# 69 - SUITE 7006        ,LEE NAILS
BASE LEASE DATES:         9/1994 TO 8/1999
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:              579
PRIMARY CODE:                  1 - MALL SHOP TENANTS
SECONDARY CODE:                1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      31.09/SF/YR

PERCENTAGE RENT:
INITIAL SALES -       72,948/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM6

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

<PAGE>
                                                                         PAGE 85



- --------------------------------------------------------------------------------

# 70 - SUITE 7008     ,AFTERTHOUGHTS
BASE LEASE DATES:      1/1995 TO 12/2004
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:            948
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    23.21/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    184,416/YEAR
HEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 8.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM3

GLOBAL GROUPING
GLOBAL RECOVERY TAX3

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE   MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT    0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 71 - SUITE 7012       ,VIP FORMAL WEAR
BASE LEASE DATES:        8/1995 TO 7/1996
TYPE OF TENANT:          RETAIL

<PAGE>
                                                                         PAGE 86


SQUARE FOOTAGE:          1,044
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     7.35/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           1/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  7.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAXI

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT   0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 72 - SUITE 7014      ,DOKAR
BASE LEASE DATES:       1/1996 TO 12/1997
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          1,311
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

<PAGE>
                                                                         PAGE 87



MINIMUM RENT:
INITIAL RENT        7.78/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           1/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM1

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%
FROM DATE OF ESTABLISHNEMT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 73 - SUITE 7016      ,GENERAL NUTRITION
BASE LEASE DATES:       3/1991 TO 2/2001
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          1.058
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     18.90/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     325,655/YEAR

<PAGE>
                                                                         PAGE 88



THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 7.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY CAM2

GLOBAL GROUPING
GLOBAL RECOVERY TAX2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 74 - SUITE 8004    ,DAIRY QUEEN
BASE LEASE DATES:     10/1995 TO 9/20~0
TYPE OF TENANT:       RETAIL
SQUARE FOOTAGE:            669
PRIMARY CODE:                2   FOOD COURT TENANTS
SECONDARY CODE:              8   FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    31.39/SF/YR

PERCENTAGE RENT:
INITIAL SALES - MARKET RATE SALS
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
  7.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

<PAGE>
                                                                         PAGE 89



RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY FCAM

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 75 - SUITE 8006      ,RUFFINO'S
BASE LEASE DATES:       8/1986 TO 9/2007
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:            595
PRIMARY CODE:                2 - FOOD COURT TENANTS
SECONDARY CODE:              8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT      42.02/SF/YR
CHANGING TO       52.10/SF/YR ON 10/1997

PERCENTAGE RENT:
INITIAL SALES -      248,533/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT -   312,500/YEAR
CHANGING TO        -   387,494/YEAR ON 9/1997
 10.00% OF OVERAGE   TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY FCAM

<PAGE>
                                                                         PAGE 90



GLOBAL GROUPING
GLOBAL RECOVERY TAX4

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT   0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 76 - SUITE 8008     ,MR. WOK
BASE LEASE DATES:      6/1995 TO 5/2005
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:            595
PRIMARY CODE:                2 - FOOD COURT TENANTS
SECONDARY CODE:              8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     33.60/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      122,645/YEAR
THEREAFTER      - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 10.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY FCAM

GLOBAL GROUPING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

<PAGE>
                                                                         PAGE 91



SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
30.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 77 - SUITE 8010       ,VACANT
BASE LEASE DATES:        1/1997 TO 12/2008
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:              461
PRIMARY CODE:                  2   FOOD COURT TENANTS
SECONDARY CODE:                8   FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT8

PERCENTAGE RENT:
INITIAL SALES -            1/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 6.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY FCAM

GLOBAL GROUPING
GLOBAL RECOVERY TAX1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES

<PAGE>
                                                                         PAGE 92



RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT :
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROWING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 78 - SUITE 8012        ,OMAR'S GYROS
BASE LEASE DATES:         8/1991 TO 1/1997
TYPE OF TENANT:           RETAIL
SQUARE FOOTAGE:             846
PRIMARY CODE:                  2- FOOD COURT TENANTS
SECONDARY CODE:                8- FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     15.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -      97,67L/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT -      211,500/YEAR
 8.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES: NONE

GLOBAL GROUPING
GLOBAL RECOVERY FCAM

GLOBAL GROWING
GLOBAL RECOVERY TAX6

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ FT     MONTHS OF
TERM  YEARS.MONTHS   MONTHS  INCREASE    FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------   ------  --------    ---------   -----------   -----------
 1        10.00         2       NONE       NONE         YES            YES
 2        10.00         2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT OWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF

<PAGE>



                                                                         PAGE 93


10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLFD

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 79 - SUITE 9002      JC PENNEY
BASE LEASE DATES:      8/1986 TO 8/2016
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        $1,729
PRIMARY CODE:               4 - ANCHOR TENANTS
SECONDARY CODE:            10 - ANCHOR TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    4.01/SF/YR

PERCENTAGE RENT:
INITIAL SALES   10,152,193/YEAR
THEREAFTER      OWING AT GROWTH RATE SALG
INITIAL BREAKPOINT - 16,395,612/YEAR
 1.50% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

CAM
ASSIGNED TO COST CENTER      2 - CAM-ANCHOR TENANTS
RECOVERY OF AMOUNTS OR RATES IN COMBINATION
ADD MARKET RATE JCPU
WITH RATES MULTIPLIED BY TENANT SQUARE FOOTAGE AND A FACTOR OF     1.00

REAL ESTATE TAXES
ASSIGNED TO COST CENTER     4 - TAX-ANCHOR TENANTS 
PRO RATA SHARE RECOVERY OF EXPENSE TAXX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OGLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND
A BASE AMOUNT OF    185,931

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

- --------------------------------------------------------------------------------

# 80 - SUITE 9101      , BELKS
BASE LEASE DATES:        8/1986 TO 7/2026
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                4 - ANCHOR TENANTS
SECONDARY CODE:             10 - ANCHOR TENANTS


<PAGE>


                                                                         PAGE 94



SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       0.OO/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            1/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 1.00% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

BELK'S CAM
ASSIGNED TO COST CENTER         2 - CAM-ANCHOR TENANTS
RECOVERY Of AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE -       28,239
THEREAFTER   - GROWING AT     0.00%
CAP          - NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

- -------------------------------------------------------------------------------

#81 - SUITE 9103      , BRODY'S
BASE LEASE DATES:       8/1995 TO 7/2016
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          69,960
PRIMARY CODE:                4 - ANCHOR TENANTS
SECONDARY CODE:             10 - ANCHOR TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     4.OO/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            1/YEAR
THEREAFTER     - GROWING AT GROWTH RATE SALG
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
 2.50% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

REAL ESTATE TAXES
ASSIGNED TO COST CENTER    4 - TAX-ANCHOR TENANTS 
PRO RATA SHARE RECOVERY OF EXPENSE TAXX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OGLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM
ASSIGNED TO COST CENTER       2 - CAM-ANCHOR TENANTS
RECOVERY OF AMOUNTS OR RATES IN COMBINATION
ADD MARKET RATE BRPU
WITH RATES MULTIPLIED BY TENANT SQUARE FOOTAGE AND A FACTOR OF          1.00

COMMISSIONS: NONE

ALTERATIONS: NONE


<PAGE>


                                                                         PAGE 95



SPECULATIVE RENEWALS: NONE

- -------------------------------------------------------------------------------

# 82 - SUITE 9104     , SEARS, ROEBUCK
BASE LEASE DATES:       10/1987 TO 10/2015
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:         89,564
PRIMARY CODE:                 4 - ANCHOR TENANTS
SECONDARY CODE:              10 - ANCHOR TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      3.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - 16,085,562/YEAR
THEREAFTER    - GROWING AT GROWTH RATE SALG
INITIAL BREAKPOINT - 11,600,00O/YEAR
  2.50% OF OVERAGE TO AN UNLIMITED CEILING

RECAPTURES: NONE

RECOVERIES:

REAL ESTATE TAXES
ASSIGNED TO COST CENTER      4 - TAX-ANCHOR TENANTS 
PRO RATA SHARE RECOVERY OF EXPENSE TAXX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OGLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 187,020

CAN
ASSIGNED TO COST CENTER          2 - CAM-ANCHOR TENANTS
RECOVERY OF AMOUNTS OR RATES IN COMBINATION
ADD MARKET RATE SRPU
WITH RATES MULTIPLIED BY TENANT SQUARE FOOTAGE AND A FACTOR OF        1.00

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE


<PAGE>








================================================================================
                        PRO-Ject+ Tenant Register Report
================================================================================




<PAGE>


                      GOLDEN EAST CROSSING, ROCKY MOUNT, NC
                                 TENANT REGISTER
                                 6/14/96 @ 18:23


                 TENANT                      SQUARE FEET   BEGIN DATE   END DATE
- ----------------------------------------     -----------   ----------   --------
      1 - TENANTS <  750

# 38- SUITE 4011     CHRISTY'S                     600       1/1995      12/1997
# 49 - SUITE 5020     GIGI'S BOUTIQUE              648      12/1986      12/1997
# 50 - SUITE 5022     CLAIRE'S BTQUE               729      10/1986       9/1996
# 52 - SUITE 5026     GR. AMER. CHOCALAT           624       8/1986       8/2006
# 53 - SUITE 5028     KEEP IN TOUCH                714       1/1996      12/1996
# 63 - SUITE 6018     VACANT                       440       1/1997      12/2006
# 68 - SUITE 7004     SUNGLASS HUT                 451       4/1995       3/2005
# 69 - SUITE 7006     LEE NAILS                    579       9/1994       8/1999
                                                ------
       8 TENANTS                                 4,785

      2 - TENANTS 751-1200

#  4 - SUITE 1010     JEWEL BOX                  1,035       8/1986      12/2006
#  5 - SUITE 1012     SUGAR FOOT                 1,068      11/1986      11/1996
# 22 - SUITE 2022     REEDS JEWELERS             1,200       8/1986      12/1996
# 23 - SUITE 3002     STRIDE-RITE                  942       3/1987       1/1998
# 35 - SUITE 3032     REGIS HAIRSTYLIST            810       8/1986       8/1996
# 41 - SUITE 5002     GOLD VALLEY                  832       7/1987       7/1997
# 42 - SUITE 5004     PICTURE YOU/ONE            1,038       9/1993       8/1998
# 43 - SUITE 5006     ELECTRONICS BTQUE            810       8/1991      10/2001
# 44 - SUITE 5007     CAROUSEL CHILDREN            810       8/1994      12/2049
# 45 - SUITE 5008     NATURALIZER                1,200       3/1988       3/1998
# 51 - SUITE 5024     BAILEY'S JEWELERS            967       8/1986       1/2007
# 57 - SUITE 5046     LADY FOOTLOCKER            1,148       4/1989       3/1999
# 70 - SUITE 7008     AFTERTHOUGHTS                948       1/1995      12/2004
# 71 - SUITE 7012     VIP FORMAL WEAR            1,044       8/1995       7/1996
# 73 - SUITE 7016     GENERAL NUTRITION          1,058       3/1991       2/2001
                                                ------
      15 TENANTS                                14,910

      3 - TENANTS 1201-2000

#  3 - SUITE 1006     DOLL'N BEAR                1,267       1/1996      12/1997
# 11 - SUITE 1032     LADY'S CHOICE              1,445      10/1991      10/1996
# 12 - SUITE 1102     SEARS, ROEBUCK             1,873       7/1994      12/1996
# 13 - SUITE 1104     LEMSTONE BOOKS             1,243      10/1989       9/1999
# 34 - SUITE 3030     BOMBAY CO.                 1,825       9/1987       9/1997
# 39 - SUITE 4014     CANNON'S MENS WEAR         1,510      12/1986      11/1996
# 46 - SUITE 5010     UPS IN DOWNS               1,561       5/1987       4/1997
# 55 - SUITE 5040     KIDS FOOTLOCKER            1,752      11/1995       7/2005
# 56 - SUITE 5042     FRIEDMAN'S JEWELER         1,631      11/1989      11/1999
# 58 - SUITE 5048     TILT                       1,420       8/1986      12/1999
# 62 - SUITE 6016     CHICK FIL-A                1,704       8/1986       8/1998
# 72 - SUITE 7014     DOKAR                      1,311       1/1996      12/1997
                                                ------
       12 TENANTS                               18,542

      4 - TENANTS 2001-3500

#  1 - SUITE 1002     D.A. KELLY'S               3,500       9/1993       8/1998
#  2 - SUITE 1004     HOFHEMER'S EXPRE           3,102      11/1986       1/1997
#  6 - SUITE 1016     MERRY-GO-ROUND             3,034       9/1990       1/2001
#  7 - SUITE 1018     WALDENBOOKS                2,535       8/1986       1/1997
#  8 - SUITE 1020     AMY'S HALLMARK             2,619      11/1986       1/1997
#  9 - SUITE 1022     THE FINISH LINE            2,605       8/1990      10/2000
# 14 - SUITE 1106     BRIAR PATCH                2,940      11/1995      10/2005
# 16 - SUITE 1112     VACANT                     2,691       1/1997      12/2006
# 17 - SUITE 2008     KAY-BEE TOY                2,972       8/1986       8/1996
# 18 - SUITE 2010     PAYLESS SHOESOURCE         2,487       8/1986       8/1996
# 19 - SUITE 2012-14  HUNGATE CRAFTS             2,982       9/1996       8/2006
# 20 - SUITE 2016     FINE'S MEN WEAR            3,020      10/1986      10/1996


<PAGE>


GOLDEN EAST CROSSING, ROCKY MOUNT, NC                                     PAGE 2

                 TENANT                      SQUARE FEET   BEGIN DATE   END DATE
- ----------------------------------------     -----------   ----------   --------
# 27 - SUITE 3014     KINNEY SHOES               3,299       8/1986       8/1996
# 28 - SUITE  3016    VACANT                     3,335       1/1997      12/2006
# 31 - SUITE  3024    RADIO SHACK                2,417      11/1986      11/2001
# 32 - SUITE  3026    BATH & BODY                2,247      11/1996      10/2006
4 33 - SUITE  3028    FOOTLOCKER                 2,420       8/1986       8/2006
# 36 - SUITE  3033    EYE CARE CENTER            2,779      10/1991      10/2001
# 40 - SUITE  4016    SHOE SHOW                  2,868       8/1986       8/1996
# 47 - SUITE  5014    COUNTY SEAT                3,238       3/1987       3/1997
# 61 - SUITE  6014    DISC JOCKEY                2,052       8/1986       8/1996
# 64 - SUITE  6022    VACANT                     2,540       1/1998      12/2007
                                               -------
        22 TENANTS                              61,682

       5 - TENANTS 3501-5000

# 10 - SUITE  102-6   RACK ROOM SHOES            4,833       2/1996       3/2006
# 21 - SUITE  2018-20 HALLMARK                   4,229      11/1996      10/2006
# 24 - SUITE  3004    VICTORIA'S SECRET          3,539       7/1995       7/2007
# 26 - SUITE  3012    THE LIMITED                4,887       8/1986       8/1998
# 29 - SUITE  3018    VACANT                     4,361       1/1998      12/2007
# 30 - SUITE  3022    LERNER SHOP                4,970       8/1986       8/1998
# 48 - SUITE  5018    DURHAM   SPORTING GD       4,809       8/1986       8/1996
# 54 - SUITE  5036    AMERICAN EAGLE             3,883       8/1995       7/2005
                                               -------
         8 TENANTS                              35,511

       6 - TENANTS     5001-10000

# 15 - SUITE  1108    LIMITED EXPRESS            5,204       2/1988       2/2000
# 25 - SUITE  3008    LANE BRYANT                5,189       8/1986       8/1998
# 37 - SUITE  3038    REX RADIO & TELEV.         8,466       5/1994       5/1999
# 59 - SUITE  6002    CATO                       6,137       8/1986       1/1997
# 60 - SUITE  6010    CHAMPS SPORTS              6,052      12/1993      12/2003
# 67 - SUITE  7002    RECORD TOWN                5,452      10/1996       9/2006
                                               -------
         6 TENANTS                              36,500

       7 - TENANTS    >  10000

# 66 - SUITE 7001     CARMIKE'S CINEMAS         17,474      10/1987      10/2007
                                               -------
         1 TENANTS                              17,474

       8 - FOOD COURT TENANTS

# 65  - SUITE  6024   HARDEE'S                     773      10/1986      10/1998
# 74  - SUITE  8004   DAIRY QUEEN                  669      10/1995       9/2005
# 75  - SUITE  8006   RUFFINO'S                    595       8/1986       9/2007
# 76  - SUITE  8008   MR. WOK                      595       6/1995       5/2005
# 77  - SUITE 8010    VACANT                       461       1/1997      12/2008
# 78  - SUITE  8012   OMAR'S GYROS                 846       8/1991       1/1997
                                               -------
          6 TENANTS                              3,939                 

      10 - ANCHOR TENANTS

# 79 - SUITE 9002     JC PENNEY                 81,729       8/1986       8/2016
# 80 - SUITE 9101     BELKS                          1       8/1986       7/2026
# 81 - SUITE 9103     BRODY'S                   69,960       8/1995       7/2016
# 82 - SUITE 9104     SEARS, ROEBUCK            89,564      10/1987      10/2015
                                               -------
          4 TENANTS                            241,254
                                               -------
         82 TENANTS                            434,597
                                               =======



<PAGE>





================================================================================
                        PRO-Ject+ Lease Expiration Report
================================================================================




<PAGE>


                      GOLDEN EAST CROSSING, ROCKY MOUNT, NC
                                EXPIRATION REPORT
                        YEARS 1996 To 2010, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 6/14/96 @ 18:15



<TABLE>
<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
       TENANT          SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------    --------   -------   -------   -------   -------
<S>                         <C>      <C>          <C>        <C>     <C>       <C>  
# 71-SUITE 7012                      INITIAL
VIP FORMAL WEAR             1,044     7/1996       7.34      8.76    16.10     25.00

# 18-SUITE 2010                      INITIAL
PAYLESS SHOESOURCE          2,487    8/1996       16.00      8.77    24.77     15.00

# 27-SUITE 3014                      INITIAL
KINNEY SHOES                3,299    8/1996       15.00      8.76    23.76     15.00

# 35-SUITE 3032                      INITIAL
REGIS HAIRSTYLIST             810    8/1996       25.01      8.16    33.17     25.00

# 40-SUITE 4016                      INITIAL
SHOE SHOW                   2,868     8/1996      12.00      6.54    18.54     15.00

# 48-SUITE 5018                      INITIAL
DURHAM SPORTING GD          4,809    8/1996       12.00      8.17    20.17     15.00

# 61-SUITE 6014                      INITIAL
DISC JOCKEY                 2,052    8/1996       22.00      8.95    30.95     15.00

# 17-SUITE 2008                      INITIAL
KAY-BEE TOY                 2,972    8/1996       15.00      8.95    23.95     15.00

  # 50-SUITE 5022                    INITIAL
CLAIRE'S BTQUE                729    9/1996       20.35      8.95    29.30     30.00

# 20-SUITE 2016                      INITIAL
FINE'S MEN WEAR             3,020    10/1996      15.35      7.68    23.03     15.00

# 11-SUITE 1032                      INITIAL
LADY'S CHOICE               1,445    10/1996      10.00      6.53    16.53     20.00

# 39-SUITE 4014                      INITIAL
CANNON'S MENS WEAR          1,510    11/1996      10.00      7.69    17.69     20.00

# 5-SUITE 1012                       INITIAL
SUGAR FOOT                  1,068    11/1996      20.03      6.54    26.57     25.00

# 53-SUITE  5028                     INITIAL
KEEP IN TOUCH                 714    12/1996      12.61      8.77    21.38     30.00

# 12-SUITE 1102                      INITIAL
SEARS, ROEBUCK              1,873    12/1996       0.00      0.00     0.00     20.00

# 22-SUITE 2022                      INITIAL
REEDS JEWELERS              1,200    12/1996      52.37      8.95    61.32     25.00

# 2-SUITE 1004                       INITIAL
HOFHEIMER'S EXPRE           3,102    1/1997       14.00      6.76    20.76     15.00

# 59-SUITE 6002                      INITIAL
CATO                        6,137    1/1997       10.00      6.76    16.76     10.00

# 7-SUITE 1018                       INITIAL
WALDENBOOKS                 2,535    1/1997       17.40      8.30    25.70     15.00
</TABLE>


<PAGE>


                                                                          PAGE 2


<TABLE>
<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
       TENANT          SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------    --------   -------   -------   -------   -------
<S>                         <C>      <C>          <C>        <C>     <C>       <C>  
# 8-SUITE 1020                      INITIAL
AMY'S HALLMARK              2,619    1/1997       16.00      8.31    24.31     15.00

# 78-SUITE 8012                     INITIAL
OMAR'S GYROS                  846    1/1997       15.01      8.96    23.97     30.00

# 47-SUITE 5014                     INITIAL
COUNTY SEAT                 3,238    3/1997       11.00      8.30    19.30     15.00

# 46-SUITE 5010                     INITIAL
UPS 'N DOWNS                1,561    4/1997       10.49      8.26    18.75     20.00
                        ---------               -------   -------  -------   -------
23 FY 97 EXPIRATIONS       51,938                 14.22      7.64    21.86     16.48


# 41-SUITE 5002                     INITIAL
GOLD VALLEY                   832    7/1997       40.89      8.31    49.20     25.00

# 34-SUITE 3030                     INITIAL
BOMBAY CO.                  1,825    9/1997       21.31      0.00    21.31     20.00

# 3-SUITE   1006                    INITIAL
DOLL'N BEAR                 1,267   12/1997        9.76      8.26    18.02     20.40

# 38-SUITE 4011                     INITIAL
CHRISTY'S                     600   12/1997       31.24      8.24    39.48     30.60

# 72-SUITE 7014                     INITIAL
DOKAR                       1,311   12/1997        7.78      8.26    16.04     20.40

# 49-SUITE 5020                     INITIAL
GIGI'S BOUTIQUE               648   12/1997       20.00      8.31    28.31     30.60

# 23-SUITE 3002                     INITIAL
STRIDE-RITE                   942    1/1998       16.41      6.97    23.38     25.50

# 45-SUITE 5008                     INITIAL
NATURALIZER                 1,200    3/1998       16.00      8.25    24.25     25.50
                        ---------               -------   -------  -------   -------
 8 FY 98 EXPIRATIONS        8,625                 18.76      6.38    25.14     23.50
                        ---------               -------   -------  -------   -------
31 CUMULATIVE EXPS         60,563                 14.87      7.46    22.33     17.48


# 25-SUITE 3008                     INITIAL
LANE BRYANT                 5,189    8/1998       11.20      8.24    19.44     10.20

# 26-SUITE 3012                     INITIAL
THE LIMITED                 4,987    8/1998       15.35      8.24    23.59     15.30

# 62-SUITE 6016                     INITIAL
CHICK FIL-A                 1,704    8/1998       29.14      7.34    36.48     20.40

# 42-SUITE 5004                     INITIAL
PICTURE YOU/ONE             1,038    8/1998       27.01      6.97    33.98     25.50

# 1-SUITE 1002                      INITIAL
D.A. KELLY'S                3,500    8/1998       12.50      6.97    19.47     15.30

# 30-SUITE 3022                     INITIAL
LERNER SHOP                 4,970    8/1998       12.00      8.24    20.24     15.30
</TABLE>


<PAGE>

                                                                          PAGE 3

<TABLE>
<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
       TENANT          SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------    --------   -------   -------   -------   -------
<S>                         <C>      <C>          <C>        <C>     <C>       <C>  
# 65-SUITE 6024                     INITIAL
HARDEE'S                      773   10/1998       39.07      9.42    48.50     30.60

# 57-SUITE 5046                     INITIAL
LADY FOOTLOCKER             1,148    3/1999       51.30      8.09    59.39     26.26

# 37-SUITE 3038                     INITIAL
REX RADIO & TELEV.          8,466    5/1999        5.02      6.93    11.95     10.51
                        ---------               -------   -------  -------   -------
9 FY 99 EXPIRATIONS        31,675                 14.07      7.68    21.76     14.56
                        ---------               -------   -------  -------   -------
40 CUMULATIVE EXPS         92,238                 14.59      7.54    22.13     16.48


# 69-SUITE 7006                     INITIAL
LEE NAILS                     579    8/1999       31.09      6.92    38.01     31.52

# 13-SUITE 1104                     INITIAL
LEMSTONE BOOKS              1,243    9/1999       18.00      8.09    26.09     21.01

# 56-SUITE 5042                     INITIAL
FRIEDMAN'S JEWELER          1,631   11/1999       35:07      8.09    43.17     21.01

# 58-SUITE 5048                     INITIAL
TILT                        1,420   12/1999       29.36      8.10    37.45     21.64

# 15-SUITE 1108                     INITIAL
LIMITED EXPRESS             5,204    2/2000       16.00      8.27    24.27     10.82
                        ---------               -------   -------  -------   -------
5 FY100 EXPIRATIONS        10,077                 22.08      8.12    30.20     16.44
                        ---------               -------   -------  -------   -------
45 CUMULATIVE EXPS        102,315                 15.33      7.59    22.93     16.47


# 9-SUITE 1022                      INITIAL
THE FINISH LINE             2,605   1012000       29.59      8.27    37.87     16.23

# 6-SUITE 1016                      INITIAL
MERRY-GO-ROUND              3,034    1/2001       15.00      8.45    23.45     16.72

# 73-SUITE 7016                     INITIAL
GENERAL NUTRITION           1,058    2/2001       24.73      8.45    33.18     27.86
                        ---------               -------   -------  -------   -------
3 FY101 EXPIRATIONS         6,697                 22.21      8.38    30.59     18.29
                        ---------               -------   -------  -------   -------
48 CUMULATIVE EXPS        109,012                 15.76      7.64    23.40     16.59


# 43-SUITE 5006                     INITIAL
ELECTRONICS BTQUE             810   10/2O01       47.08      7.26    54.34     27.86

# 36-SUITE 3033                     INITIAL
EYE CARE CENTER             2,779   10/2001       16.60      8.45    25.04     16.72

# 31-SUITE 3024                     INITIAL
RADIO SNACK                 2,417   11/2001       14.50      8.45    22.95     16.72
                        ---------               -------   -------  -------   -------
3 FY102 EXPIRATIONS         6,006                 19.87      8.29    28.15     18.22
                        ---------               -------   -------  -------   -------
51 CUMULATIVE EXPS        115,018                 15.97      7.68    23.65     16.67
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
       TENANT          SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------    --------   -------   -------   -------   -------
<S>                         <C>      <C>          <C>        <C>     <C>       <C>  
# 60-SUITE 6010                     INITIAL
CHAMPS SPORTS               6,052   12/2003       14.00      8.99    22.99     12.18
                        ---------               -------   -------  -------   -------
1 FY104 EXPIRATIONS         6,052                 14.00      8.99     22.99    12.18
                        ---------               -------   -------  -------   -------
52 CUMULATIVE EXPS        121,070                 15.87      7.74     23.61    16.45


# 70-SUITE 7008                     INITIAL
AFTERTHOUGHTS                 948   12/2004       23.22      9.38    32.59     31.36

# 68-SUITE 7004                     INITIAL
SUNGLASS HUT                  451    3/2005       55.42      9.76    65.19     37.63

# 76-SUITE 8008                     INITIAL
MR. WOK                       595    5/2005       33.60     11.70    45.30     37.63
                        ---------               -------   -------  -------   -------
3 FY105 EXPIRATIONS         1,994                 33.60     10.16    43.76     34.65
                        ---------               -------   -------  -------   -------
55 CUMULATIVE EXPS        123,064                 16.16      7.78    23.94     16.74


# 54-SUITE 5036                     INITIAL
AMERICAN EAGLE              3,883    7/2005       17.25      9.75    26.99     18.82

# 55-SUITE 5040                     INITIAL
KIDS FOOTLOCKER             1,752    7/2005       25.00      9.75    34.75     25.09

# 74-SUITE 8004                     INITIAL
DAIRY QUEEN                   669    9/2005       31.39     11.89    43.28     37.63

# 14-SUITE 1106                     INITIAL
BRIAR PATCH                 2,940   10/2005       20.70      9.75    30.44     18.82

# 10-SUITE 1026                     INITIAL
RACK ROOM SHOES             4,833    3/2006       18.00     10.30    28.30     19.38
                        ---------               -------   -------  -------   -------
5 FY106 EXPIRATIONS        14,077                 19.86     10.04    29.90     20.69
                        ---------               -------   -------  -------   -------
60 CUMULATIVE EXPS        137,141                 16.54      8.01    24.55     17.15


# 52-SUITE 5026                     INITIAL
GR. AMER. CHOCALAT            624    8/2006       51.54     10.35    61.88     38.76

# 19-SUITE 2012-14                  INITIAL
HUNGATE CRAFTS              2,982    8/2006       12.00     10.30    22.30     19.38

# 33-SUITE 3028                     INITIAL
FOOTLOCKER                  2,420    8/2006       63.83     10.30    74.13     19.38

# 71-SUITE 7012                    RENEWAL 1
VIP FORMAL WEAR             1,044    9/2006       27.51     10.30    37.80     32.30

# 67-SUITE 7002                     INITIAL
RECORD TOWN                 5,452    9/2006       18.00     10.30    28.30     12.92

# 35-SUITE 3032                    RENEWAL 1
REGIS HAIRSTYLIST             810   10/2006       27.50     10.30    37.79     32.30
</TABLE>


<PAGE>

                                                                          PAGE 5


<TABLE>
<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
       TENANT          SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------    --------   -------   -------   -------   -------
<S>                         <C>      <C>          <C>        <C>     <C>       <C>  
# 17-SUITE 2008                    RENEWAL 1
KAY-BEE TOY                 2,972   10/2006       16.50     10.30    26.81     19.38

# 32-SUITE 3026                     INITIAL
BATH & BODY                 2,247   10/2006       17.00     10.30    27.30     19.38

# 18-SUITE 2010                    RENEWAL 1
PAYLESS SHOESOURCE          2,487   10/2006       17.60     10.30    27.90     19.38

# 61-SUITE 6014                    RENEWAL 1
DISC JOCKEY                 2,052   10/2006       24.20     10.30    34.50     19.38

# 27-SUITE 3014                    RENEWAL 1
KINNEY SHOES                3,299   10/2006       16.50     10.30    26.80     19.38

# 21-SUITE 2018-20                  INITIAL
HALLMARK                    4,229   10/2006       18.00     10.33    28.33     19.38

# 40-SUITE 4016                    RENEWAL 1
SHOE SHOW                   2,868   10/2006       16.50     10.30    26.80     19.38

# 48-SUITE 5018                    RENEWAL 1
DURHAM SPORTING GD          4,809   10/2006       16.50     10.30    26.80     19.38

# 50-SUITE 5022                    RENEWAL 1
CLAIRE'S BTQUE                729   11/2006       33.00     10.30    43.31     38.76

# 4-SUITE 1010                      INITIAL
JEWEL BOX                   1,035   12/2006       67.85     10.33    78.18     33.27

# 11-SUITE 1032                    RENEWAL 1
LADY'S CHOICE               1,445   12/2006       22.00     10.30    32.30     26.62

# 16-SUITE 1112                     INITIAL
VACANT                      2,691   12/2006       15.00     10.30    25.30     19.96

# 28-SUITE 3016                     INITIAL
VACANT                      3,335   12/2006       15.00     10.30    25.30     19.96

# 20-SUITE 2016                    RENEWAL 1
FINE'S MEN WEAR             3,020   12/2006       20.43     10.30    30.73     19.96

# 63-SUITE 6018                     INITIAL
VACANT                        440   12/2006       30.00     10.31    40.31     39.93

# 5-SUITE 1012                     RENEWAL 1
SUGAR FOOT                  1,068    1/2007       27.51     10.84    38.35     33.27

# 51-SUITE 5024                     INITIAL
BAILEY'S JEWELERS             967    1/2007      136.90     10.85   147.75     33.27

# 39-SUITE 4014                    RENEWAL 1
CANNON'S MENS WEAR          1,510    1/2007       22.00     10.84    32.84     26.62

# 53-SUITE 5028                    RENEWAL 1
KEEP IN TOUCH                 714    2/2007       33.01     10.84    43.85     39.93

# 12-SUITE 1102                    RENEWAL 1
SEARS, ROEBUCK              1,873    2/2007       22.00     10.84    32.84     26.62

# 22-SUITE 2022                    RENEWAL 1
REEDS JEWELERS              1,200    2/2007       62.75     10.84    73.59     33.27
</TABLE>


<PAGE>


                                                                          PAGE 6

<TABLE>
<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
       TENANT          SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------    --------   -------   -------   -------   -------
<S>                         <C>      <C>          <C>        <C>     <C>       <C>  
* 8-SUITE 1020                     RENEWAL 1
AMY'S HALLMARK              2.619    3/2007       17.60     10.84    28.44     19.96


# 7-SUITE 1018                     RENEWAL 1
WALDENBOOKS                 2,535    3/2007       22.89     10.84    33.73     19.96

# 59-SUITE 6002                    RENEWAL 1
CATO                        6,137    3/2007       12.19     10.84    23.02     13.31

# 2-SUITE 1004                     RENEWAL 1
HOFHEIMER'S EXPRE           3,102    3/2007       16.50     10.84    27.34     19.96

# 78-SUITE 8012                    RENEWAL 1
OMAR'S GYROS                   8"    3/2007       33.01     12.72    45.73     39.93

# 47-SUITE 5014                    RENEWAL 1
COUNTY SEAT                 3,238    5/2007       16.50     10.84    27.34     19.96
                          -------               -------   -------  -------   -------
33 FY107 EXPIRATIONS       76,799                 22.75     10.50    33.26     21.01
                          -------               -------   -------  -------   -------
93 CUMULATIVE EXPS        213,940                 18.77      8.91    27.68     18.53


# 46-SUITE 5010                     RENEWAL
UPS IN DOWNS                1,561    6/2007       22.00     10.84    32.84     26.62

# 24-SUITE 3004                     INITIAL
VICTORIA'S SECRET           3,539    7/2007       18.30     10.84    29.14     19.96

# 75-SUITE 8006                     INITIAL
RUFFINO'S                     595    9/2007       52.09     12.73    64.82     39.93

# 41-SUITE 5002                    RENEWAL 1
GOLD VALLEY                   832    9/2007       54.97     10.83    65.80     33.27

# 66-SUITE 7001                     INITIAL
CARMIKE'S CINEMAS          17,474   10/2007       17.17     10.89    28.06      7.99

# 34-SUITE 3030                    RENEWAL 1
BOMBAY CO.                  1,825   11/2007       28.64     10.84    39.48     26.62

# 64-SUITE 6022                     INITIAL
VACANT                      2,540   12/2007       15.30     10.84    26.14     20.56

# 29-SUITE 3018                     INITIAL
VACANT                      4,361   12/2007       15.30     10.84    26.14     20.56

# 3-SUITE 1006                     RENEWAL 1
DOLL'N BEAR                 1,267    2/2008       22.44     10.98    33.41     27.42

# 72-SUITE 7014                    RENEWAL 1
DOKAR                       1,311    2/2008       22.44     10.98    33.43     27.42

# 38-SUITE 4011                    RENEWAL I
CHRISTY'S                     600    2/2008       34.36     10.98    45.34     41.12

# 49-SUITE 5020                    RENEWAL 1
GIGI'S BOUTIQUE               648    2/2008       33.67     10.98     ".65     41.12

# 23-SUITE 3002                    RENEWAL I
STRIDE-RITE                   942    3/2008       28.05     10.98    39.03     34.27
</TABLE>


<PAGE>


                                                                          PAGE 7


<TABLE>
<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
       TENANT          SQUARE FT    END DATE   RENT/SF   RECV/SF   RENT/SF   RENT/SF
- -------------------    ---------    --------   -------   -------   -------   -------
<S>                         <C>      <C>          <C>        <C>     <C>       <C>  
# 45-SUITE 5008                    RENEWAL 1
NATURALIZER                 1,200    5/2008       28.05     10.98    39.03     34.27
                          -------               -------   -------  -------   -------
14 FY108 EXPIRATIONS       38,695                 20.52     10.91    31.44     17.81
                          -------               -------   -------  -------   -------
107 CUMULATIVE EXPS       252,635                 19.04      9.21    28.25     18.42


# 25-SUITE 3008                    RENEWAL 1
LANE BRYANT                 5,189   10/2008       15.05     10.98    26.03     13.71

# 42-SUITE 5004                    RENEWAL 1
PICTURE YOU/ONE             1.038   10/2008       29.70     10.98    40.68     34.27

# 1-SUITE 1002                     RENEWAL 1
D.A. KELLY'S                3,500   1012008       16.83     10.98    27.81     20.56

# 30-SUITE 3022                    RENEWAL 1
LERNER SHOP                 4,970   10/2008       16.83     10.98    27.81     20.56

# 26-SUITE 3012                    RENEWAL 1
THE LIMITED                 4,987   10/2008       16.88     10.98    27.86     20.56

# 62-SUITE 6016                    RENEWAL 1
CHICK FIL-A                 1,704   10/2008       39.16     10.98    50.14     27.42

# 65-SUITE 6024                    RENEWAL 1
HARDEE'S                      773   1212008       52.52     13.16    65.68     42.36

# 77-SUITE 8010                     INITIAL
VACANT                        461   12/2008       30.01     13.17    43.18     42.36

# 57-SUITE 5046                    RENEWAL 1
LADY FOOTLOCKER             1,148    5/2009       68.95     11.16    80.11     35.30
                          -------               -------   -------  -------   -------
9 FY109 EXPIRATIONS        23,670                 22.57     11.10    33.67     22.00
                          -------               -------   -------  -------   -------
116 CUMULATIVE EXPS       276,305                 19.34      9.38    28.72     18.73


# 37-SUITE 3038                    RENEWAL 1
REX RADIO & TELEV.          8,466    7/2009        1136     11.16    22.71     14.12

# 69-SUITE 7006                    RENEWAL I
LEE NAILS                     579   10/2009       34.67     11.17    45.84     42.36

# 13-SUITE 1104                    RENEWAL 1
LEMSTONE BOOKS              1,243   11/2009       23.11     11.16    34.27     28.24
                          -------               -------   -------  -------   -------
3 FY110 EXPIRATIONS        10,288                 14.25     11.16    25.41     17.41
                          -------               -------   -------  -------   -------
119 CUMULATIVE EXPS       286,593                 19.16      9.44    28.60     18.68
</TABLE>


<PAGE>










              ====================================================
                             ENDS Full Data Reports
              ====================================================












<PAGE>

   Tue Apr 16, 1996                                                       Page 1
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
   GOLDEN EAST CROSSING
   EFFECTIVE TRADE AREA                 COORD:        00:00.00          00:00.00
- --------------------------------------------------------------------------------
   DESCRIPTION                                                            TOTALS
- --------------------------------------------------------------------------------
   POPULATION
         2001 PROJECTION                                                276,809
         1996 ESTIMATE                                                  268,643
         1990 CENSUS                                                    256,493
         1980 CENSUS                                                    242,775
         GROWTH 1980 - 1990                                                5.65%

   HOUSEHOLDS
         2001 PROJECTION                                                107,127
         1996 ESTIMATE                                                  102,998
         1990 CENSUS                                                     95,426
         1980 CENSUS                                                     82,158
         GROWTH 1980 - 1990                                               16.15%

   1996 ESTIMATED POPULATION BY RACE                                    268,643
         WHITE                                                            52.97%
         BLACK                                                            45.38%
         ASIAN & PACIFIC ISLANDER                                          0.28%
         OTHER RACES                                                       1.37%

   1996 ESTIMATED POPULATION                                            268,643
         HISPANIC ORIGIN                                                   0.78%

   OCCUPIED UNITS                                                        95,426
         OWNER OCCUPIED                                                   62.75%
         RENTER OCCUPIED                                                  37.25%
         1990 AVERAGE PERSONS PER HH                                       2.64

   1996 EST. HOUSEHOLDS BY INCOME                                       102,998
         $150,000   OR  MORE                                               1.71%
         $100,000   TO  $149,999                                           2.20%
         $ 75,000   TO  $ 99,999                                           3.48%
         $ 50,000   TO  $ 74,999                                          13.47%
         $ 35,000   TO  $ 49,999                                          16.35%
         $ 25,000   TO  $ 34,999                                          14.85%
         $ 15,000   TO  $ 24,999                                          17.92%
         $  5,000   TO  $ 15,000                                          21.11%
          UNDER $      5,000                                               8.89%

   1996   EST. AVERAGE HOUSEHOLD INCOME                                 $35,389
   1996   EST. MEDIAN HOUSEHOLD INCOME                                  $26,396
   1996   EST. PER CAPITA INCOME                                        $13,869

<PAGE>

   Tue Apr 16, 1996                                                       Page 2
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
   GOLDEN EAST CROSSING
   EFFECTIVE TRADE AREA                  COORD:       00:00.00          00:00.00
- --------------------------------------------------------------------------------

   DESCRIPTION                                                            TOTALS
- --------------------------------------------------------------------------------
   1996 ESTIMATED POPULATION BY SEX                                     268,643
          MALE                                                            46.74%
          FEMALE                                                          53.26%

   MARITAL STATUS                                                       199,929
          SINGLE MALE                                                     13.57%
          SINGLE FEMALE                                                   13.13%
          MARRIED                                                         52.03%
          PREVIOUSLY MARRIED MALE                                          6.11%
          PREVIOUSLY MARRIED FEMALE                                       15.16%

   HOUSEHOLDS WITH CHILDREN                                              37,822
         MARRIED COUPLE FAMILY                                            64.02%
         OTHER FAMILY-MALE HEAD                                            4.62%
         OTHER FAMILY-FEMALE HEAD                                         30.42%
         NON FAMILY                                                        0.94%

   1996 ESTIMATED POPULATION BY AGE                                     268,643
         UNDER 5 YEARS                                                     6.89%
         5 TO 9 YEARS                                                      7.18%
         10  TO   14  YEARS                                                8.01%
         15  TO   17  YEARS                                                4.94%
         18  TO   20  YEARS                                                3.71%
         21  TO   24  YEARS                                                4.47%
         25  TO   29  YEARS                                                6.04%
         30  TO   34  YEARS                                                7.57%
         35  TO   39  YEARS                                                8.79%
         40  TO   49  YEARS                                               14.98%
         50  TO   59  YEARS                                                9.53%
         60  TO   64  YEARS                                                4.18%
         65  TO   69  YEARS                                                4.33%
         70  TO   74  YEARS                                                3.78%
         75  + YEARS                                                       5.63%

         MEDIAN AGE                                                       35.69
         AVERAGE AGE                                                      36.56

<PAGE>

   Tue Apr 16, 1996                                                       Page 3
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
   GOLDEN EAST CROSSING
   EFFECTIVE TRADE AREA                COORD:        00:00.00           00:00.00
- --------------------------------------------------------------------------------

   DESCRIPTION                                                            TOTALS
- --------------------------------------------------------------------------------

   1996 ESTIMATED FEMALE POP. BY AGE                                    143,074
          UNDER 5 YEARS                                                    6.40%
          5 TO 9 YEARS                                                     6.66%
          10  TO   14   YEARS                                              7.31%
          15  TO   17   YEARS                                              4.61%
          18  TO   20   YEARS                                              3.61%
          21  TO   24   YEARS                                              4.40%
          25  TO   29   YEARS                                              6.04%
          30  TO   34   YEARS                                              7.67%
          35  TO   39   YEARS                                              8.82%
          40  TO   49   YEARS                                             14.30%
          50  TO   59   YEARS                                              9.76%
          60  TO   64   YEARS                                              4.29%
          65  TO   69   YEARS                                              4.48%
          70  TO   74   YEARS                                              4.14%
          75  + YEARS                                                      7.50%
          FEMALE MEDIAN AGE                                               36.87
          FEMALE AVERAGE AGE                                              38.22

   POPULATION BY HOUSEHOLD TYPE                                         256,493
           FAMILY HOUSEHOLDS                                              86.67%
           NON-FAMILY HOUSEHOLDS                                          11.40%
           GROUP QUARTERS                                                  1.94%

   HOUSEHOLDS BY TYPE                                                    95,426
          SINGLE MALE                                                      9.26%
          SINGLE FEMALE                                                   14.90%
          MARRIED COUPLE                                                  52.16%
          OTHER FAMILY-MALE HEAD                                           3.54%
          OTHER FAMILY-FEMALE HEAD                                        17.34%
          NON FAMILY-MALE HEAD                                             1.74%
          NON FAMILY-FEMALE HEAD                                           1.07%

   POPULATION BY URBAN VS. RURAL                                        256,370
          URBAN                                                           48.31%
          RURAL                                                           51.69%

<PAGE>

  Tue Apr 16, 1996                                                        Page 4
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUINOX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHION & WAKEFIELD
  GOLDEN EAST CROSSING
  EFFECTIVE TRADE AREA                 COORD:        00:00.00           00:00.00
- --------------------------------------------------------------------------------
  DESCRIPTION                                                             TOTALS
- --------------------------------------------------------------------------------
  FEMALES 16+ WITH CHILDREN 0 - 17: BASE                                106,738
         WORKING WITH CHILD 0 - 5                                          5.22%
         NOT WORKING WITH CHILD 0 - 5                                      0.60%
         NOT IN LABOR FORCE WITH CHILD 0 - 5                               2.56%
         WORKING WITH CHILD 6 - 17                                        13.34%
         NOT WORKING WITH CHILD 6 - 17                                     0.80%
         NOT IN LAB. FORCE WITH CHILD 6 - 17                               3.98%
         WORKING WITH CHILD 0 - 5 & 6 - 18                                 3.78%
         NOT WORKING WITH CHILD 0-5 & 6-18                                 0.49%
         NOT IN LAB. FORCE W/CHILD 0-5 &6-18                               2.29%
         WORKING WITH NO CHILDREN                                         30.79%
         NOT WORKING WITH NO CHILDREN                                      2.05%
         NOT IN LAB. FORCE WITH NO CHILD.                                 34.10%

  HH BY AGE BY POVERTY STATUS                                            95,433
          ABOVE POVERTY UNDER AGE 65                                      64.14%
          ABOVE POVERTY AGE 65 +                                          16.02%
          BELOW POVERTY UNDER AGE 65                                      12.84%
          BELOW POVERTY AGE 65 +                                           7.00%

  POPULATION 16+ BY EMPLOYMENT STATUS                                   195,624
          EMPLOYED IN ARMED FORCES                                         0.19%
          EMPLOYED CIVILIANS                                              60.66%
          UNEMPLOYED CIVILIANS                                             3.80%
          NOT IN LABOR FORCE                                              35.36%

  POPULATION 16+ BY OCCUPATION                                          118,665
         EXECUTIVE AND MANAGERIAL                                          8.49%
         PROFESSIONAL SPECIALTY                                            9.98%
         TECHNICAL SUPPORT                                                 2.73%
         SALES                                                            10.64%
         ADMINISTRATIVE SUPPORT                                           13.44%
         SERVICE: PRIVATE HOUSEHOLD                                        0.67%
         SERVICE: PROTECTIVE                                               1.71%
         SERVICE: OTHER                                                    9.16%
         FARMING FORESTRY & FISHING                                        4.08%
         PRECISION PRODUCTION & CRAFT                                     12.90%
         MACHINE OPERATOR                                                 15.88%
         TRANS. AND MATERIAL MOVING                                        5.15%
         LABORERS                                                          5.16%

<PAGE>

   Tue Apr 16, 1996                                                       Page 5
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
   GOLDEN EAST CROSSING
   EFFECTIVE TRADE AREA                COORD:        00:00.00           00:00.00
- --------------------------------------------------------------------------------
   DESCRIPTION                                                            TOTALS
- --------------------------------------------------------------------------------
   FAMILIES BY NUMBER OF WORKERS                                         70,499
           NO WORKERS                                                     12.40%
           ONE WORKER                                                     28.60%
           TWO WORKERS                                                    45.12%
           THREE + WORKERS                                                13.88%

   HISPANIC POPULATION BY TYPE                                          256,493
         NOT HISPANIC                                                     99.35%
         MEXICAN                                                           0.36%
         PUERTO RICAN                                                      0.07%
         CUBAN                                                             0.01%
         OTHER HISPANIC                                                    0.21%

   1996 HISPANIC RACE BASE                                                2,107
         WHITE                                                            35.86%
         BLACK                                                            10.03%
         ASIAN                                                             1.45%
         OTHER                                                            52.67%

   POPULATION BY TRANSPORTATION TO WORK                                 116,919
         DRIVE ALONE                                                      76.73%
         CAR POOL                                                         16.81%
         PUBLIC TRANSPORTATION                                             0.81%
         DRIVE MOTORCYCLE                                                  0.08%
         WALKED ONLY                                                       2.33%
         OTHER MEANS                                                       1.56%
         WORKED AT HOME                                                    1.67%

   POPULATION BY TRAVEL TIME TO WORK                                    116,919
         UNDER 10 MINUTES / WORK AT HOME                                  20.89%
         10 TO 29 MINUTES                                                 59.76%
         30 TO 59 MINUTES                                                 16.27%
         60 TO 89 MINUTES                                                  2.37$
         90+ MINUTES                                                       0.71%
         AVERAGE TRAVEL TIME IN MINUTES                                   17.75

   HOUSEHOLDS BY NO. OF VEHICLES                                         95,386
         NO VEHICLES                                                      14.77%
         1 VEHICLE                                                        32.04%
         2 VEHICLES                                                       34.02%
         3+ VEHICLES                                                      19.17%
         ESTIMATED TOTAL VEHICLES                                       153,988

<PAGE>

  Tue Apr 16, 1996                                                        Page 6
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
  GOLDEN EAST CROSSING
  EFFECTIVE TRADE AREA                 COORD:        00:00.00           00:00.00
- --------------------------------------------------------------------------------
  DESCRIPTION                                                             TOTALS
- --------------------------------------------------------------------------------
  POPULATION 25+ BY EDUCATION LEVEL                                     163,223
        ELEMENTARY (0-8)                                                  17.98%
        SOME HIGH SCHOOL (9-11)                                           21.59%
        HIGH SCHOOL GRADUATE (12)                                         30.73%
        SOME COLLEGE (13-15)                                              12.45%
        ASSOCIATES DEGREE ONLY                                             5.75%
        BACHELORS DEGREE ONLY                                              8.67%
        GRADUATE DEGREE                                                    2.82%

  POPULATION ENROLLED IN SCHOOL                                          63,966
        PUBLIC PRE- PRIMARY                                                3.22%
        PRIVATE PRE- PRIMARY                                               1.50%
        PUBLIC ELEM/HIGH                                                  71.94%
        PRIVATE ELEM/HIGH                                                  4.11%
        ENROLLED IN COLLEGE                                               19.23%

  HOUSING UNITS BY OCCUPANCY STATUS                                     102,726
          OCCUPIED                                                        92.89%
          VACANT                                                           7.11%
 
  VACANT UNITS                                                            7,300
          FOR RENT                                                        34.84%
          FOR SALE ONLY                                                   11.46%
          SEASONAL                                                         9.50%
          OTHER                                                           44.20%

  OWNER OCCUPIED PROPERTY VALUES                                         42,151
        UNDER $25,000                                                     10.30%
        $25,000 TO $49,999                                                33.91%
        $50,000 TO $74,999                                                29.99%
        $75,000 TO $99,999                                                14.25%
        $100,000 TO $149,999                                               7.55%
        $150,000 TO $199,999                                               2.47%
        $200,000 TO $299,999                                               1.12%
        $300,000 TO $399,999                                               0.25%
        $400,000 TO $499,999                                               0.09%
        $500,000 +                                                         0.07%
  MEDIAN PROPERTY VALUE                                                 $57,718
  TOTAL RENTAL UNITS                                                     30,710

  MEDIAN RENT                                                              $211

<PAGE>

 Tue Apr 16, 1996                                                         Page 7
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 GOLDEN EAST CROSSING
 EFFECTIVE TRADE AREA                    COORD:       00:00.00          00:00.00
- --------------------------------------------------------------------------------

 DESCRIPTION                                                              TOTALS
- --------------------------------------------------------------------------------

 PERSONS IN UNIT                                                         95,426
       1  PERSON UNITS                                                    24.15%
       2  PERSON UNITS                                                    30.81%
       3  PERSON UNITS                                                    19.62%
       4  PERSON UNITS                                                    15.16%
       5  PERSON UNITS                                                     6.21%
       6  PERSON UNITS                                                     2.32%
       7  + UNITS                                                          1.71%

 YEAR ROUND UNITS IN STRUCTURE                                          102,726
       SINGLE UNITS DETACHED                                              66.59%
       SINGLE UNITS ATTACHED                                               1.92%
       DOUBLE UNITS                                                        5.07%
       3 TO 9 UNITS                                                        7.55%
       10 TO 19 UNITS                                                      1.35%
       20 TO 49 UNITS                                                      0.48%
       50 + UNITS                                                          0.38%
       MOBILE HOME OR TRAILER                                             15.70%
       ALL OTHER                                                           0.95%

 SINGLE/MULTIPLE UNIT RATIO                                                4.62

 HOUSING UNITS BY YEAR BUILT                                             95,386
         BUILT 1989 TO MARCH 1990                                          2.38%
         BUILT 1985 TO 1988                                                9.78%
         BUILT 1980 TO 1984                                               12.15%
         BUILT 1970 TO 1979                                               24.50%
         BUILT 1960 TO 1969                                               16.59%
         BUILT 1950 TO 1959                                               13.20%
         BUILT 1940 TO 1949                                                8.59%
         BUILT 1939 OR EARLIER                                            12.81%
                                          
<PAGE>

Tue Apr 23, 1996                                                          Page 1
                              CUSTOM SUMMARY REPORT
                        (POP 80-01, HH 80-01, INC 80-01)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
GOLDEN EAST CROSSING
EFFECTIVE TRADE AREA                         COORD:      00:00.00       00:00.00
- --------------------------------------------------------------------------------

DESCRIPTION                                                               TOTALS
- --------------------------------------------------------------------------------

POP_80: TOTAL                                                            242,775
POP_90: TOTAL                                                            256,493
POP_96: TOTAL (EST.)                                                     268,643
POP_01: TOTAL (PROJ.)                                                    276,809
HH_80: TOTAL                                                              82,158
HH_90: TOTAL                                                              95,426
HH_96: TOTAL (EST.)                                                      102,998
HH_01: TOTAL (PROJ.)                                                     107,127
INC_80: PER CAPITA (EST.)                                                 $5,572
INC_90: PER CAPITA                                                       $10,908
INC_96: PER CAPITA (EST.)                                                $13,869
INC_01: PER CAPITA (PROJ.)                                               $17,880
HH_80 BY INCOME_79: MEDIAN                                               $13,301
HH_90_BY  INCOME_89: MEDIAN                                              $23,028
HH_96_BY  INCOME: MEDIAN (EST.)                                          $26,396
HH_00_BY   INCOME: MEDIAN                                                $31,029
HH_80_BY   INCOME_79: AVERAGE                                            $16,464
HH_90_BY   INCOME_89: AVERAGE                                            $29,054
HH_96_BY   INCOME: AVERAGE (EST.)                                        $35,389
HH_01_BY   INCOME: AVERAGE                                               $45,082

<PAGE>

                                                                          Page 1
 Tue Apr 16, 1996
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 NORTH CAROLINA
                                         COORD:        00:00.00         00:00.00
- --------------------------------------------------------------------------------

 DESCRIPTION                                                              TOTALS
- --------------------------------------------------------------------------------

 POPULATION
        2001 PROJECTION                                               7,848,028
        1996 ESTIMATE                                                 7,280,830
        1990 CENSUS                                                   6,628,637
        1980 CENSUS                                                   5,881,768
        GROWTH 1980 - 1990                                                12.70%

 HOUSEHOLDS
        2001 PROJECTION                                               3,123,172
        1996 ESTIMATE                                                 2,862,251
        1990 CENSUS                                                   2,517,026
        1980 CENSUS                                                   2,043,292
        GROWTH 1980 - 1990                                                23.18%

  1996 ESTIMATED POPULATION BY RACE                                   7,280,830
        WHITE                                                             73.55%
        BLACK                                                             23.43%
        ASIAN & PACIFIC ISLANDER                                           1.02%
        OTHER RACES                                                        2.00%

  1996 ESTIMATED POPULATION                                           7,280,830
        HISPANIC ORIGIN                                                    1.44%

  OCCUPIED UNITS                                                      2,517,026
        OWNER OCCUPIED                                                    68.01%
        RENTER OCCUPIED                                                   31.99%
        1990 AVERAGE PERSONS PER HH                                         2.54

  1996 EST. HOUSEHOLDS BY INCOME                                      2,862,251
        $150,000 OR  MORE                                                  2.86%
        $100,000 TO  $149,999                                              3.40%
        $ 75,000 TO  $ 99,999                                              5.27%
        $ 50,000 TO  $ 74,999                                             16.25%
        $ 35,000 TO  $ 49,999                                             17.23%
        $ 25,000 TO  $ 34,999                                             15.15%
        $ 15,000 TO  $ 24,999                                             16.91%
        $ 5,000   TO $ 15,000                                             17.08%
          UNDER $     5,000                                                5.86%

  1996 EST. AVERAGE HOUSEHOLD INCOME                                    $42,552
  1996 EST. MEDIAN HOUSEHOLD INCOME                                     $31,703
  1996 EST. PER CAPITA INCOME                                           $17,153
                                          
<PAGE>

   Tue Apr 16, 1996                                                       Page 2
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
   NORTH CAROLINA
                                        COORD:        00:00.00          00:00.00
- --------------------------------------------------------------------------------

   DESCRIPTION                                                            TOTALS
- --------------------------------------------------------------------------------

   1996 ESTIMATED POPULATION BY SEX                                   7,280,830
         MALE                                                             48.38%
         FEMALE                                                           51.62%

   MARITAL STATUS                                                     5,293,221
          SINGLE MALE                                                     13.73%
          SINGLE FEMALE                                                   11.40%
          MARRIED                                                         56.30%
          PREVIOUSLY MARRIED MALE                                          5.73%
          PREVIOUSLY MARRIED FEMALE                                       12.84%

   HOUSEHOLDS WITH CHILDREN                                             921,516
         MARRIED COUPLE FAMILY                                            72.69%
         OTHER FAMILY-MALE HEAD                                            4.38%
         OTHER FAMILY-FEMALE HEAD                                         21.97%
         NON FAMILY                                                        0.96%

   1996 ESTIMATED POPULATION BY AGE                                   7,280,830
         UNDER 5 YEARS                                                     6.96%
         5  TO 9 YEARS                                                     6.49%
         10 TO 14 YEARS                                                    6.64%
         15 TO 17 YEARS                                                    4.28%
         18 TO 20 YEARS                                                    4.49%
         21 TO 24 YEARS                                                    5.72%
         25 TO 29 YEARS                                                    7.16%
         30 TO 34 YEARS                                                    7.86%
         35 TO 39 YEARS                                                    8.27%
         40 TO 49 YEARS                                                   15.20%
         50 TO 59 YEARS                                                    9.93%
         60 TO 64 YEARS                                                    4.01%
         65 TO 69 YEARS                                                    4.14%
         70 TO 74 YEARS                                                    3.48%
         75  + YEARS                                                       5.37%

         MEDIAN AGE                                                        35.24
         AVERAGE AGE                                                       36.55

<PAGE>

  Tue Apr 16, 1996                                                        Page 3
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
  NORTH CAROLINA
                                         COORD:       00:00.00          00:00.00
- --------------------------------------------------------------------------------

  DESCRIPTION                                                             TOTALS
- --------------------------------------------------------------------------------

  1996 ESTIMATED FEMALE POP. BY AGE                                   3,758,056
        UNDER 5 YEARS                                                      6.67%
        5 TO 9 YEARS                                                       6.23%
        10  TO  14   YEARS                                                 6.26%
        15  TO  17   YEARS                                                 4.04%
        18  TO  20   YEARS                                                 4.32%
        21  TO  24   YEARS                                                 5.28%
        25  TO  29   YEARS                                                 6.87%
        30  TO  34   YEARS                                                 7.73%
        35  TO  39   YEARS                                                 8.17%
        40  TO  49   YEARS                                                14.90%
        50  TO  59   YEARS                                                10.15%
        60  TO  64   YEARS                                                 4.11%
        60  TO  69   YEARS                                                 4.35%
        70  TO  74   YEARS                                                 3.74%
        75  + YEARS                                                        7.18%
        FEMALE MEDIAN AGE                                                 36.59
        FEMALE AVERAGE AGE                                                38.04

  POPULATION BY HOUSEHOLD TYPE                                        6,628,637
         FAMILY HOUSEHOLDS                                                83.88%
         NON-FAMILY HOUSEHOLDS                                            12.73%
         GROUP QUARTERS                                                    3.39%

  HOUSEHOLDS BY TYPE                                                  2,517,026
        SINGLE MALE                                                        9.45%
        SINGLE FEMALE                                                     14.27%
        MARRIED COUPLE                                                    56.58%
        OTHER FAMILY-MALE HEAD                                             3.10%
        OTHER FAMILY-FEMALE HEAD                                          12.31%
        NON FAMILY-MALE HEAD                                               2.59%
        NON FAMILY-FEMALE HEAD                                             1.71%

  POPULATION BY URBAN VS. RURAL                                       6,628,637
        URBAN                                                             50.32%
        RURAL                                                             49.68%

<PAGE>

 Tue Apr 16, 1996                                                         Page 4
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 NORTH CAROLINA
                                          COORD:       00:00.00         00:00.00
- --------------------------------------------------------------------------------

 DESCRIPTION                                                              TOTALS
- --------------------------------------------------------------------------------

 FEMALES 16+ WITH CHILDREN 0 - 17: BASE                               2,719,169
        WORKING WITH CHILD 0 - 5                                           5.30%
        NOT WORKING WITH CHILD 0 - 5                                       0.49%
        NOT IN LABOR FORCE WITH CHILD 0 - 5                                2.85%
        WORKING WITH CHILD 6 - 17                                         13.32%
        NOT WORKING WITH CHILD 6 - 17                                      0.64%
        NOT IN LAB. FORCE WITH CHILD 6 - 17                                3.42%
        WORKING WITH CHILD 0 - 5 & 6 - 18                                  3.56%
        NOT WORKING WITH CHILD 0-5 & 6-18                                  0.28%
        NOT IN LAB.  FORCE W/CHILD 0-5 &6-18                               1.93%
        WORKING WITH NO CHILDREN                                          34.36%
        NOT WORKING WITH NO CHILDREN                                       1.86%
        NOT IN LAB. FORCE WITH NO CHILD.                                  31.99%

  HH BY AGE BY POVERTY STATUS                                         2,517,098
         ABOVE POVERTY UNDER AGE 65                                       70.11%
         ABOVE POVERTY AGE 65 +                                           15.92%
         BELOW POVERTY UNDER AGE 65                                        9.08%
         BELOW POVERTY AGE 65 +                                            4.90%

  POPULATION 16+ BY EMPLOYMENT STATUS                                 5,203,230
         EMPLOYED IN ARMED FORCES                                          2.28%
         EMPLOYED CIVILIANS                                               62.24%
         UNEMPLOYED CIVILIANS                                              3.13%
         NOT IN LABOR FORCE                                               32.35%

  POPULATION 16+ BY OCCUPATION                                        3,238,414
        EXECUTIVE AND MANAGERIAL                                          10.28%
        PROFESSIONAL SPECIALTY                                            11.98%
        TECHNICAL SUPPORT                                                  3.47%
        SALES                                                             11.30%
        ADMINISTRATIVE SUPPORT                                            14.03%
        SERVICE: PRIVATE HOUSEHOLD                                         0.37%
        SERVICE: PROTECTIVE                                                1.42%
        SERVICE: OTHER                                                     9.64%
        FARMING FORESTRY & FISHING                                         2.59%
        PRECISION PRODUCTION & CRAFT                                      13.27%
        MACHINE OPERATOR                                                  12.72%
        TRANS. AND MATERIAL MOVING                                         4.33%
        LABORERS                                                           4.60%

<PAGE>

  Tue Apr 16, 1996                                                        Page 5
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
  NORTH CAROLINA
                                        COORD:        00:00.00          00:00.00
- --------------------------------------------------------------------------------

  DESCRIPTION                                                             TOTALS
- --------------------------------------------------------------------------------

  FAMILIES BY NUMBER OF WORKERS                                       1,824,465
         NO WORKERS                                                       11.13%
         ONE WORKER                                                       26.41%
         TWO WORKERS                                                      49.16%
         THREE + WORKERS                                                  13.30%

  HISPANIC POPULATION BY TYPE                                         6,628,637
        NOT HISPANIC                                                      98.84%
        MEXICAN                                                            0.49%
        PUERTO RICAN                                                       0.22%
        CUBAN                                                              0.06%
        OTHER HISPANIC                                                     0.39%

  1996 HISPANIC RACE BASE                                               104,665
        WHITE                                                             44.63%
        BLACK                                                              5.48%
        ASIAN                                                              2.16%
        OTHER                                                             47.74%

  POPULATION BY TRANSPORTATION TO WORK                                3,300,481
        DRIVE ALONE                                                       76.59%
        CAR POOL                                                          16.05%
        PUBLIC TRANSPORTATION                                              1.03%
        DRIVE MOTORCYCLE                                                   0.16%
        WALKED ONLY                                                        2.93%
        OTHER MEANS                                                        1.09%
        WORKED AT HOME                                                     2.15%

  POPULATION BY TRAVEL TIME TO WORK                                   3,300,481
        UNDER 10 MINUTES / WORK AT HOME                                   18.22%
        10 TO 29 MINUTES                                                  58.41%
        30 TO 59 MINUTES                                                  20.19%
        60 TO 89 MINUTES                                                   2.45%
        90+ MINUTES                                                        0.72%
        AVERAGE TRAVEL TIME IN MINUTES                                     19.33

  HOUSEHOLDS BY NO. OF VEHICLES                                        2,517,026
        NO VEHICLES                                                        9.60%
        1 VEHICLE                                                         31.23%
        2 VEHICLES                                                        38.11%
        3+ VEHICLES                                                       21.06%
        ESTIMATED TOTAL VEHICLES                                       4,400,678

<PAGE>

   Tue Apr 16, 1996                                                       Page 6
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
   NORTH CAROLINA
                                       COORD:         00:00.00          00:00.00
- --------------------------------------------------------------------------------

   DESCRIPTION                                                            TOTALS
- --------------------------------------------------------------------------------

   POPULATION 25+ BY EDUCATION LEVEL                                  4,253,494
          ELEMENTARY (0-8)                                                12.69%
          SOME HIGH SCHOOL (9-11)                                         17.35%
          HIGH SCHOOL GRADUATE (12)                                       28.98%
          SOME COLLEGE (13-15)                                            16.78%
          ASSOCIATES DEGREE ONLY                                           6.82%
          BACHELORS DEGREE ONLY                                           11.99%
          GRADUATE DEGREE                                                  5.38%

   POPULATION ENROLLED IN SCHOOL                                      1,624,913
          PUBLIC PRE- PRIMARY                                              3.77%
          PRIVATE PRE- PRIMARY                                             2.34%
          PUBLIC ELEM/HIGH                                                63.42%
          PRIVATE ELEM/HIGH                                                3.41%
          ENROLLED IN COLLEGE                                             27.06%

   HOUSING UNITS BY OCCUPANCY STATUS                                  2,818,193
           OCCUPIED                                                       89.31%
           VACANT                                                         10.69%

   VACANT UNITS                                                         301,167
           FOR RENT                                                       27.21%
           FOR SALE ONLY                                                  10.65%
           SEASONAL                                                       32.78%
           OTHER                                                          29.36%

   OWNER OCCUPIED PROPERTY VALUES                                     1,217,975
          UNDER $25,000                                                    6.99%
          $25,000 TO $49,999                                              24.44%
          $50,000 TO $74,999                                              29.09%
          $75,000 TO $99,999                                              18.18%
          $100,000 TO $149,999                                            12.74%
          $150,000 TO $199,999                                             4.62%
          $200,000 TO $299,999                                             2.72%
          $300,000 TO $399,999                                             0.72%
          $400,000 TO $499,999                                             0.26%
          $500,000 +                                                       0.26%
   MEDIAN PROPERTY VALUE                                                $65,800
   TOTAL RENTAL UNITS                                                   709,716

   MEDIAN RENT                                                              $284

<PAGE>

  Tue Apr 16, 1996                                                        Page 7
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
  NORTH CAROLINA
                                        COORD:        00:00.00          00:00.00
- --------------------------------------------------------------------------------

  DESCRIPTION                                                             TOTALS
- --------------------------------------------------------------------------------

  PERSONS IN UNIT                                                     2,517,026
        1  PERSON UNITS                                                   23.72%
        2  PERSON UNITS                                                   33.72%
        3  PERSON UNITS                                                   19.40%
        4  PERSON UNITS                                                   15.03%
        5  PERSON UNITS                                                    5.45%
        6  PERSON UNITS                                                    1.71%
        7  + UNITS                                                         0.97%

  YEAR ROUND UNITS IN STRUCTURE                                       2,818,193
        SINGLE UNITS DETACHED                                             64.94%
        SINGLE UNITS ATTACHED                                              2.64%
        DOUBLE UNITS                                                       2.95%
        3 TO 9 UNITS                                                       8.00%
        10 TO 19 UNITS                                                     3.43%
        20 TO 49 UNITS                                                     1.25%
        50 + UNITS                                                         0.68%
        MOBILE HOME OR TRAILER                                            15.27%
        ALL OTHER                                                          0.84%

  SINGLE/MULTIPLE UNIT RATIO                                               4.14

  HOUSING UNITS BY YEAR BUILT                                         2,517,026
         BUILT 1989 TO MARCH 1990                                          2.54%
         BUILT 1985 TO 1988                                               12.96%
         BUILT 1980 TO 1984                                               12.16%
         BUILT 1970 TO 1979                                               24.32%
         BUILT 1960 TO 1969                                               17.08%
         BUILT 1950 TO 1959                                               13.18%
         BUILT 1940 TO 1949                                                7.87%
         BUILT 1939 OR EARLIER                                             9.89%
                                        
<PAGE>
                                   

                             Mall Sales (1991-1994)











<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                                                                          1991
1991 TRANSACTIONS CHART
Cushman & Wakefield, Inc.
====================================================================================================================================

Sale                             Sale      Year                       Total GLA/   Mall Shop                  Mall Shop      NOI/   
 No.     Property Name           Date     Price         Price          GLA Sold       GLA       Shop Ratio    Sales PSF    NOI PSF  
====================================================================================================================================
<S>   <C>                        <C>       <C>       <C>              <C>           <C>           <C>           <C>       <C>       
91-1  Confidential               12/91     1988/      $92,500,000       928,000     360,000       38.79%        $275      $5,735,000
      South Central MSA                     90                          360,000                                               $15.93
- ------------------------------------------------------------------------------------------------------------------------------------
91-2  Sarasota Square Mall       12/91     1977/      $72,000,000       903,000     310,000       34.33%        $240      $5,472,000
      Sarasota, FL                          89                          310,000                                               $17.65
- ------------------------------------------------------------------------------------------------------------------------------------
91-3  Confidential               12/91     1971/     $108,923,717       990,941     314,239       31.71%        $300      $7,900,000
      New England MSA                       83                  *       696,977                                               $11.30
- ------------------------------------------------------------------------------------------------------------------------------------
91-4  Confidential               12/91     1965      $102,559,402     1,024,084     360,000       35.16%        $320      $7,425,000
      Top 20 Eastern MSA                                                450,000                                               $16.50
- ------------------------------------------------------------------------------------------------------------------------------------
91-5  Eastland Mall              12/91     1975       $75,115,000     1,024,425     369,675       36.08%        $275      $5,874,000
      Charlotte, NC                                                     369,576                                               $15.89
- ------------------------------------------------------------------------------------------------------------------------------------
91-6  Alderwood Mall             11/91     1979      $103,750,000       961,700     260,000       27.04%        $310      $8,300,000
      Lynnwood, VA                                                      260,000                                               $24.23
- ------------------------------------------------------------------------------------------------------------------------------------
91-7  Confidential               11/91     1957      $130,000,000       897,174     329,500       36.73%        $300      $8,000,000
      Weston MSA                  esc.                          *       329,500                                 est.          $24.28
- ------------------------------------------------------------------------------------------------------------------------------------
91-8  The Oaks                   10/91     1978/     $115,000,000     1,084,575     359,000       33.10%        $295      $7,000,000
      Thousand Oaks, CA                     83                  *       359,000                                               $19.60
- ------------------------------------------------------------------------------------------------------------------------------------
91-9  Mayfair Mall               10/91     1958/     $125,000,000       859,000     330,000       38.42%        $287      $8,000,000
      Wauwatosa, WI                         86                 **       649,000                                               $12.33
- ------------------------------------------------------------------------------------------------------------------------------------
91-10 Valley Fair S.C.            7/91     1986      $197,900,000     1,064,190     356,243       33.48%        $437     $11,478,000
      Santa Clara, CA                                           *       356,243                                               $32.22
- ------------------------------------------------------------------------------------------------------------------------------------
91-11 Montclair Plaza             3/91     1968/     $210,500,000     1,501,500     389,000       25.91%        $363     $12,000,000
      Montclair, CA                         85                          897,900                                               $13.36
- ------------------------------------------------------------------------------------------------------------------------------------
91-12 Paradise Valley Mall        2/91     1978/     $160,000,000     1,223,567     417,495       34.12%        $250      $9,936,000
      Phoenix, AZ                           91                  *       557,347         ***                                   $17.83
- ------------------------------------------------------------------------------------------------------------------------------------
91-13 Mall of Victor Valley       1/91     1986      $102,857,143       579,076     296,501       51.20%        $290      $5,760,000
      Victorville, CA                                           *       424,676                                               $13.56
- ------------------------------------------------------------------------------------------------------------------------------------
91-14 Edison Mall                 1/91     1965      $115,000,000     1,013,030     327,833       32.36%        $310      $6,900,000
      Ft. Meyers, FL                                                    463,883                                               $14.87
====================================================================================================================================
   14 Survey Average                                 $122,221,804     1,003,878     341,386       34.01%        $304      $7,698,571
                                                                        463,293                                               $16.62

      Survey Mean                                                                                                             $17.82
====================================================================================================================================

<CAPTION>
=========================================================================================================
                                Capitalization Rate                   Unit Rate Comparison
                               ----------------------                ----------------------
Sale                           Going-In      Terminal                Price/GLA   Price/Mall       Sales  
 No.     Property Name           OAR           OAR          IRR      Purchased    Shop GLA       Multiple
=========================================================================================================
<C>   <C>                        <C>           <C>         <C>          <C>         <C>            <C>   
91-1  Confidential               6.20%         7.50%       11.50%       $257        $257           0.93  
      South Central MSA                                                                                  
- ---------------------------------------------------------------------------------------------------------
91-2  Sarasota Square Mall       7.60%         8.00%       12.00%       $232        $232           0.97  
      Sarasota, FL                                                                                       
- ---------------------------------------------------------------------------------------------------------
91-3  Confidential               7.25%         8.00%       11.80%       $156        $347           1.16  
      New England MSA                                                                                    
- ---------------------------------------------------------------------------------------------------------
91-4  Confidential               7.24%         7.50%       11.10%       $228        $285           0.69  
      Top 20 Eastern MSA                                                                                 
- ---------------------------------------------------------------------------------------------------------
91-5  Eastland Mall              7.82%         7.50%       11.73%       $203        $203           0.74  
      Charlotte, NC                                                                                      
- ---------------------------------------------------------------------------------------------------------
91-6  Alderwood Mall             6.07%         7.00%       11.80%       $399        $399           1.29  
      Lynnwood, VA                                                                                       
- ---------------------------------------------------------------------------------------------------------
91-7  Confidential               6.15%           n/a          n/a       $395        $395           1.32  
      Weston MSA                                                                                         
- ---------------------------------------------------------------------------------------------------------
91-8  The Oaks                   6.09%         7.50%       11.25%       $320        $320           1.09  
      Thousand Oaks, CA                                                                                  
- ---------------------------------------------------------------------------------------------------------
91-9  Mayfair Mall               6.40%           n/a       13.00%       $193        $379           1.32  
      Wauwatosa, WI                                                                                      
- ---------------------------------------------------------------------------------------------------------
91-10 Valley Fair S.C.           5.80%         6.50%       11.20%       $556        $556           1.27  
      Santa Clara, CA                                                                                    
- ---------------------------------------------------------------------------------------------------------
91-11 Montclair Plaza            5.70%           n/a       11.00%       $234        $541           1.49  
      Montclair, CA                                                                                      
- ---------------------------------------------------------------------------------------------------------
91-12 Paradise Valley Mall       6.21%         6.25%       10.75%       $287        $383           1.53  
      Phoenix, AZ                                                                                        
- ---------------------------------------------------------------------------------------------------------
91-13 Mall of Victor Valley      5.60%           n/a          n/a       $242        $347           1.20  
      Victorville, CA                                                                                    
- ---------------------------------------------------------------------------------------------------------
91-14 Edison Mall                6.00%         7.50%       11.10%       $248        $351           1.13  
      Ft. Meyers, FL                                                                                     
=========================================================================================================
   14 Survey Average                --            --           --       $264        $358           1.18  


      Survey Mean                6.44%         7.33%       11.52%       $282        $367           1.17
=========================================================================================================
</TABLE>

- ----------
  *   Adjusted to reflect 100% interest.
 **   Allocated price.
***   As expanded.
================================================================================

<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                                                                          1992
1992 TRANSACTIONS CHART
Cushman & Wakefield, Inc.
====================================================================================================================================

Sale                             Sale      Year                       Total GLA/   Mall Shop                  Mall Shop      NOI/   
 No.     Property Name           Date     Price         Price          GLA Sold       GLA       Shop Ratio    Sales PSF    NOI PSF  
====================================================================================================================================
<C>   <C>                         <C>     <C>       <C>              <C>           <C>           <C>           <C>       <C>       
92-1  The Avenues                 2/92    1990      $124,000,000       987,500     359,645       38.42%        $215       $9,734,000
      Jacksonville, FL                                         *       480,853                                                $20.24
- ------------------------------------------------------------------------------------------------------------------------------------
92-2  Confidential                2/92    1985      $115,000,000       898,000     330,000       36.75%        $310       $8,337,500
      Southern California                                              330,000                                                $25.27
- ------------------------------------------------------------------------------------------------------------------------------------
92-3  West Oaks Mall              9/92    1984/      $77,500,000     1,018,900     318,900       31.30%        $270       $5,580,000
      Houston, TX                          90                  *       393,900                                                $14.17
- ------------------------------------------------------------------------------------------------------------------------------------
92-4  Confidential                7/92    1990/     $140,000,000       951,985     328,423       34.50%        $352      $10,710,300
      New England MSA                      92                          363,985                                                $29.43
- ------------------------------------------------------------------------------------------------------------------------------------
92-5  Oakview Mall                6/92    1991       $73,000,000       732,116     252,900       34.64%        $275       $5,700,000
      Omaha ME                                                         400,900                                                $14.22
- ------------------------------------------------------------------------------------------------------------------------------------
92-6  Altamonte Mall              6/92    1973/     $112,345,000     1,072,600     392,221       36.57%        $300       $8,950,000
      Altamonte Springs, FL                74                  *       552,708                                                $16.19
- ------------------------------------------------------------------------------------------------------------------------------------
92-7  Monroeville Mall            5/92    1969       150,000,000     1,302,237     476,928       36.62%        $300      $11,250,000
      Monroeville, PA                                                  627,173                                                $13.16
- ------------------------------------------------------------------------------------------------------------------------------------
92-8  Northshore S.C.             5/92    1958      $102,875,000     1,240,000     455,000       36.69%        $270       $6,173,000
      Peabody, MA                                                      755,000                                                 $8.18
- ------------------------------------------------------------------------------------------------------------------------------------
92-10 T.C. at Boca Raton          4/92    1980/     $202,500,000     1,326,400     396,000       29.66%        $400      $13,450,000
      Boca Raton, FL                       86                          396,000                                                $33.96
- ------------------------------------------------------------------------------------------------------------------------------------
92-11 University Square Mall      2/92    1974       $85,000,000     1,155,940     347,312       30.05%        $280       $6,375,000
      Tampa, FL                                                        528,312                                                $12.07
- ------------------------------------------------------------------------------------------------------------------------------------
92-12 Clacksmas Town Ctr.         1/92    1979/     $122,400,000     1,206,824     433,000       35.88%        $302       $8,568,000
      Portland, OR                         81                  *       433,000                                                $19.79
====================================================================================================================================
   11 Survey Average                                $118,601,618     1,081,137     371,848       34.39%        $298       $8,620,709
                                                                       496,530                                                $17.36
                                
      Survey Mean                                                                                                             $18.83
====================================================================================================================================


<CAPTION>
=========================================================================================================
                                Capitalization Rate                   Unit Rate Comparison
                               ----------------------                ----------------------
Sale                           Going-In      Terminal                Price/GLA   Price/Mall       Sales  
 No.     Property Name           OAR           OAR          IRR      Purchased    Shop GLA       Multiple
=========================================================================================================
<S>   <C>                        <C>           <C>         <C>          <C>         <C>            <C>   
92-1  The Avenues                7.85%           n/a       11.50%       $258        $345           1.60 
      Jacksonville, FL                                                                                  
- ---------------------------------------------------------------------------------------------------------
92-2  Confidential               7.25%           n/a       11.50-       $348        $348           1.12 
      Southern California                                  12.00%                                             
- ---------------------------------------------------------------------------------------------------------
92-3  West Oaks Mall             7.20%           n/a       12.00%       $197        $243           0.90 
      Houston, TX                                                                                       
- ---------------------------------------------------------------------------------------------------------
92-4  Confidential               7.65%         8.00%       11.50-       $385        $426           1.21 
      New England MSA                                      12.00%                                             
- ---------------------------------------------------------------------------------------------------------
92-5  Oakview Mall               7.81%           n/a       11.25%       $182        $289           1.05 
      Omaha ME                                                                                          
- ---------------------------------------------------------------------------------------------------------
92-6  Altamonte Mall             7.97%         8.50%       12.00%       $203        $286           0.84 
      Altamonte Springs, FL                                                                             
- ---------------------------------------------------------------------------------------------------------
92-7  Monroeville Mall           7.50%           n/a       11.50%       $181        $315           1.28 
      Monroeville, PA                                                                                   
- ---------------------------------------------------------------------------------------------------------
92-8  Northshore S.C.            6.00%           n/a          n/a       $136        $226           0.84 
      Peabody, MA                                                                                       
- ---------------------------------------------------------------------------------------------------------
92-10 T.C. at Boca Raton         6.64%         7.00%       10.75%       $511        $511           1.28 
      Boca Raton, FL                                                                                    
- ---------------------------------------------------------------------------------------------------------
92-11 University Square Mall     7.50%         7.50%       11.50%       $161        $245           0.87 
      Tampa, FL                                                                                         
- ---------------------------------------------------------------------------------------------------------
92-12 Clacksmas Town Ctr.        7.00%           n/a       11.60%       $283        $283           0.94 
      Portland, OR                                                                                      
=========================================================================================================
   11 Survey Average                --            --           --       $239        $319           1.07 
                                                                                                        
                                                                                                        
      Survey Mean                7.31%         7.75%       11.66%       $259        $320           1.07 
=========================================================================================================
</TABLE>


- ----------------
     *    Adjusted to reflect 100% interest.
================================================================================


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                                                                          1993
1993 TRANSACTIONS CHART
Cushman & Wakefield, Inc.
====================================================================================================================================

Sale                             Sale      Year                      Total GLA/   Mall Shop   Shop Ratio/   Mall Shop      NOI/   
 No.     Property Name           Date      Built       Price          GLA Sold       GLA       Occupancy    Sales PSF    NOI PSF  
====================================================================================================================================
<C>   <C>                         <C>     <C>       <C>              <C>           <C>           <C>           <C>       <C>       
93-1  The Galleria@               12/93     1964/   $125,800,000     1,088,317     354,396       32.56%        $384       $9,400,000
      Ft. Lauderdale, FL                    80/83                      401,362                   90.00%                       $23.42
- ------------------------------------------------------------------------------------------------------------------------------------
93-2  Kenwood Towne Ctr.          12/93     1958/   $194,000,000     1,076,337     424,045       39.40%        $413      $14,800,000
      Cincinnata, OH                         88                        862,936                   97.00%                       $17.15
- ------------------------------------------------------------------------------------------------------------------------------------
93-3  Westgate Mall               12/93     1982     $71,000,000       895,000     321,000       35.87%        $230       $5,857,600
      Amarillo, TX                                                     526,000                   89.00%                       $11.14
- ------------------------------------------------------------------------------------------------------------------------------------
93-4  Arden Fair Mall             12/93   1957/81/  $192,400,000     1,085,000     408,700       38.38%        $405      $13,468,000
      Sacramento, CA                       90/93               *       408,700                   90.00%                       $32.95
- ------------------------------------------------------------------------------------------------------------------------------------
93-5  Fiesta Mall                 12/93    1979/    $124,000,000     1,036,743     313,187       30.21%        $341       $9,045,200
      Mesa, AZ                             89/90                       313,187                   98.40%                       $28.88
- ------------------------------------------------------------------------------------------------------------------------------------
93-6  Coronado Center              9/93    1964/    $115,000,000     1,140,570     394,012       34.55%        $250       $8,395,000
      Albuquerque, NM                       84                         512,284                   99.70%                       $16.39
- ------------------------------------------------------------------------------------------------------------------------------------
93-7  Clackamas Town Ctr.          7/93    1979/    $114,827,000     1,206,824     433,000       35.88%        $302       $8,899,100
      Portland OR                          81/93               *       433,000                   95.00%                       $20.55
- ------------------------------------------------------------------------------------------------------------------------------------
93-8  Garden State Plaza           7/93   1957/82/  $380,000,000     1,361,000     587,400       43.16%        $434      $28,120,000
      Paramus, NJ                          84/92                     1,361,000                   98.00%                       $20.66
- ------------------------------------------------------------------------------------------------------------------------------------
93-9  Lakewood Center Mall         6/93    1975     $172,000,000     1,875,953     348,645       18.58%        $300      $14,687,800
      Lakewood, CA                                             *       596,021                   96.40%                       $24.64
- ------------------------------------------------------------------------------------------------------------------------------------
93-10 Carolina Place               6/93    1991     $116,000,000     1,097,826     318,628       29.01%        $200       $8,248,000
      Charlotte, NC                                            *       598,920                   75.00%                       $13.77
- ------------------------------------------------------------------------------------------------------------------------------------
93-11 Rivercenter                  5/93    1988     $100,000,000     1,060,271     225,000       21.22%        $350       $9,000,000
      San Antonio, TX                                                  922,656                   92.00%                        $9.75
- ------------------------------------------------------------------------------------------------------------------------------------
93-12 The Florida Mall             3/93    1986     $163,000,000     1,107,864     368,018       33.22%        $447      $12,200,000
      Orlando, FL                                              *       506,232                   98.00%                       $24.10
- ------------------------------------------------------------------------------------------------------------------------------------
93-13 North Riverside Park         1/93    1975/    $100,000,000     1,097,974     397,086       36.17%        $240       $7,750,000
      Riverside, IL                         89                 *       467,813                   92.40%                       $16.57
- ------------------------------------------------------------------------------------------------------------------------------------
93-14 Sarasota Square Mall         1/93    1977/     $84,000,000       894,081     313,511       35.07%        $245       $6,012,000
      Sarasota, FL                          89                         313,511                   95.00%                       $19.18
====================================================================================================================================
   14 Survey Average                                $146,573,357     1,143,124     371,895       32.53%        $331      $11,134,471
                                                                       587,402                   93.71%                       $18.96

      Survey Mean                                                                                                             $19.94
====================================================================================================================================


<CAPTION>
=========================================================================================================
                                Capitalization Rate                   Unit Rate Comparison
                               ----------------------                ----------------------
Sale                           Going-In      Terminal                Price/GLA   Price/Mall       Sales  
 No.     Property Name           OAR           OAR          IRR      Purchased    Shop GLA       Multiple
=========================================================================================================
<S>   <C>                        <C>           <C>         <C>          <C>         <C>            <C>   
93-1  The Galleria@              7.47%           n/a       11.50%       $313        $355           0.92   
      Ft. Lauderdale, FL                                                  **                              
- ---------------------------------------------------------------------------------------------------------
93-2  Kenwood Towne Ctr.         7.63%         7.50%       11.00%       $225        $457           1.11   
      Cincinnata, OH                                                                                      
- ---------------------------------------------------------------------------------------------------------
93-3  Westgate Mall              8.25%         8.50%       12.00%       $135        $221           0.98   
      Amarillo, TX                                                                                        
- ---------------------------------------------------------------------------------------------------------
93-4  Arden Fair Mall            7.00%           n/a          n/a       $471        $471           1.16   
      Sacremento, CA                                                                                      
- ---------------------------------------------------------------------------------------------------------
93-5  Fiesta Mall                7.29%         7.50%       11.50%       $396        $396           1.16   
      Mesa, AZ                                                                                            
- ---------------------------------------------------------------------------------------------------------
93-6  Coronado Center            7.30%         7.25%       10.75%       $224        $292           1.17   
      Albuquerque, NM                                                                                     
- ---------------------------------------------------------------------------------------------------------
93-7  Clackamas Town Ctr.        7.75%         8.00%       11.50%       $265        $265           0.88   
      Portland OR                                                                                         
- ---------------------------------------------------------------------------------------------------------
93-8  Garden State Plaza         7.40%         7.50-       11.50%       $279        $647           1.49   
      Paramua, NJ                              9.00%                                                      
- ---------------------------------------------------------------------------------------------------------
93-9  Lakewood Center Mall       8.54%           n/a          n/a       $289        $493           1.64   
      Lakewood, CA                                                       ***                              
- ---------------------------------------------------------------------------------------------------------
93-10 Carolina Place             7.11%         7.00%       12.00%       $194        $364           1.82   
      Charlotte, NC                                                                                       
- ---------------------------------------------------------------------------------------------------------
93-11 Rivercenter                9.00%           n/a       12.50%       $108        $444           1.27   
      San Antonio, TX                                                                                     
- ---------------------------------------------------------------------------------------------------------
93-12 The Florida Mall           7.48%           n/a       11.00%       $322        $443           0.99   
      Orlando, FL                                                                                         
- ---------------------------------------------------------------------------------------------------------
93-13 North Riverside Park       7.75%           n/a       11.10%       $214        $252           1.06   
      Riverside, IL                                                                                       
- ---------------------------------------------------------------------------------------------------------
93-14 Sarasota Square Mall       7.16%           n/a          n/a       $268        $268           1.09   
      Sarasota, FL                                                                                        
=========================================================================================================
   14 Survey Average                                                    $250        $394           1.19   
                                                                                                          
                                                                                                          
      Survey Mean                7.55%         7.78%       11.48%       $265        $383           1.19   
=========================================================================================================
</TABLE>


- ----------
  *    Adjusted to reflect 100% interest.
 **    Includes 47,000 square feet of outparcel GLA.
***    Includes strip center and outparcels.
================================================================================


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                                                                          1994
1994 TRANSACTIONS CHART
Cushman & Wakefield, Inc.
====================================================================================================================================

Sale                             Sale      Year                      Total GLA/   Mall Shop   Shop Ratio/   Mall Shop        NOI/   
 No.     Property Name           Date      Built       Price          GLA Sold       GLA       Occupancy    Sales PSF      NOI PSF  
====================================================================================================================================
<C>   <C>                         <C>     <C>       <C>              <C>           <C>           <C>           <C>       <C>       
94-1  Mall of The Americas        10/94   1970       $76,200,000       678,000     225,000        33.19%       $338       $6,706,000
      Miami, Florida                      92/93                        678,000                    98.50%                       $9.89
- ------------------------------------------------------------------------------------------------------------------------------------
94-2  Corte Madera T.C.            9/94   1958/      $70,500,000       425,572     237,453        55.80%       $325       $5,900,000
      Marin County, CA                     85                          425,572                    93.50%                      $13.86
- ------------------------------------------------------------------------------------------------------------------------------------
94-3  North Shore Square           7/94   1985       $34,150,000       624,000     178,326        28.58%       $218        3,073,000
      Slidell, Louisiana                                               358,709                    94.00%                       $8.57
- ------------------------------------------------------------------------------------------------------------------------------------
94-4  Chesterfield Towne Ctr.      6/94   1988/      $93,600,000       605,161     291,744        48.21%       $290       $8,424,000
      Richmond, Virginia                  87/89                        605,161                    95.00%                      $13.92
- ------------------------------------------------------------------------------------------------------------------------------------
94-5  Crossroads Mall              4/94   1974       $51,500,000     1,114,720     378,704        33.97%       $189       $5,300,000
      Oklahoma City, OK                                                378,704                    95.00%                      $14.00
- ------------------------------------------------------------------------------------------------------------------------------------
94-6  Riverchase Galleria          2/94   1986      $175,000,000     1,251,142     350,504        28.01%       $305      $12,949.000
      Hoover, Alabama                                                  462,612                    95.00%                      $27.99
- ------------------------------------------------------------------------------------------------------------------------------------
93-7  Confidential                 1/94   1981/     $119,000,000     1,294,682     493,404        38.11%       $260       $8,962,500
      Top Ten MSA                         88/91                        493,404                    95.20%                      $18.16
====================================================================================================================================
   7  Survey Average               7/93              $88,584,286       856,182     307,876        35.96%       $271       $7,330,643
                                                                       488,023                    96.16%                      $15,08

      Survey Mean                                                                                                             $16.20
====================================================================================================================================


<CAPTION>
=========================================================================================================
                                Capitalization Rate                   Unit Rate Comparison
                               ----------------------                ----------------------
Sale                           Going-In      Terminal                Price/GLA   Price/Mall       Sales  
 No.     Property Name           OAR           OAR          IRR      Purchased    Shop GLA       Multiple
=========================================================================================================
<S>   <C>                        <C>           <C>         <C>          <C>         <C>            <C>   
94-1  Mall of The Americas        8.80%          n/a       11.80%       $112        $339           1.00
      Miami, Florida                                                      **                           
- ---------------------------------------------------------------------------------------------------------
94-2  Corte Madera T.C.           8.37%        9.00%       11.00%       $166        $297           0.91
      Marin County, CA                                                   ***                           
- ---------------------------------------------------------------------------------------------------------
94-3  North Shore Square          9.00%          n/a          n/a        $95        $192           0.88
      Slidell, Louisiana                                                                               
- ---------------------------------------------------------------------------------------------------------
94-4  Chesterfield Towne Ctr.     9.00%          n/a          n/a       $155        $321           1.11
      Richmond, Virginia                                                                               
- ---------------------------------------------------------------------------------------------------------
94-5  Crossroads Mall            10.29%          n/a          n/a       $136        $136           0.72
      Oklahoma City, OK                                                                                
- ---------------------------------------------------------------------------------------------------------
94-6  Riverchase Galleria         7.40%          n/a          n/a       $378        $499           1.64
      Hoover, Alabama                                                                                  
- ---------------------------------------------------------------------------------------------------------
93-7  Confidential                7.53%        8.00-       11.00%       $241        $241           0.93
      Top Ten MSA                              8.25%                                                   
=========================================================================================================
   7  Survey Average                                                    $182        $288           1.08
                                                                                                       
                                                                                                       
      Survey Mean                 8.63%        8.42%       11.27%       $183        $289           1.03
=========================================================================================================

- ----------
  *   Adjusted to reflect 100% interest.
 **   Sale includes leased anchors, including TJMaxx, Home Depot, Marshalls, Oshmans, & Cinema.
***   Sale includes 75,712 square foot professional building..
=========================================================================================================
</TABLE>


<PAGE>







                       ===================================

                       Cushman & Wakefield Investor Survey

                       ===================================













<PAGE>

<TABLE>
                  OFFICES-URBAN, CLASS A
<CAPTION>
                                                                                                                         Projection
                     Going In Cap Rate    Terminal Cap Rate         IRR             Income Growth      Expense Growth      Period
====================================================================================================================================
                        Low      High       Low      High       Low      High       Low      High       Low      High       Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>         <C>
                      10.00%    10.50%    10.00%    10.00%    12.00%    13.00%     3.00%     3.00%     4.00%     4.00%       10
                       9.50%     9.75%     9.75%    10.00%    11.75%    12.25%     3.00%     3.50%     3.50%     3.50%       10
                       9.00%     9.00%     9.00%     9.00%    12.00%    12.00%     0.00%    10.00%     4.00%     4.00%       10
                       8.00%    10.00%     9.00%    11.00%    10.00%    13.00%     0.00%     4.00%     4.00%     4.00%       10
                       8.00%    10.00%     9.00%     9.00%    11.00%    13.00%     4.00%     5.00%     4.00%     4.00%       10
                       7.50%     9.00%     8.00%     9.50%    10.50%    11.50%     2.00%     3.50%     3.50%     3.50%       10
                       9.00%    10.00%    10.00%    11.00%    11.00%    13.00%     4.00%     4.00%     4.00%     4.00%       10
                       9.50%    10.00%    10.00%    10.50%    11.40%    11.70%     3.00%     4.00%     3.50%     4.50%       10
                      12.00%    12.00%    10.00%    10.00%    15.00%    15.00%     3.00%     4.00%     2.00%     4.00%        5
                      12.00%    12.00%    12.00%    12.00%    14.00%    14.00%     3.00%     3.00%     3.00%     3.00%       10
                       8.50%     9.00%     9.00%     9.50%    12.00%    12.50%     2.00%     3.00%     2.00%     3.00%       10
                       9.50%    10.00%    10.00%    11.00%    12.00%    13.00%     3.00%     3.00%     3.00%     3.00%       10
                                           8.00%     9.00%
                      10.00%    10.00%    10.00%    10.00%    12.50%    12.50%     2.00%     3.00%     3.00%     3.00%       10
                       7.00%     8.00%     9.00%     9.00%    11.00%    11.00%     6.00%     6.00%     4.00%     4.00%       10
                       8.00%     9.00%     9.00%    10.00%    11.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                       9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses         16        16        17        17        16        16        16        16        16        16
Average                9.16%     9.84%     9.51%    10.04%    11.82%    12.59%     2.81%     4.13%     3.41%     3.66%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
                  OFFICES-SUBURBAN
<CAPTION>
                                                                                                                         Projection
                     Going In Cap Rate    Terminal Cap Rate         IRR             Income Growth      Expense Growth      Period
====================================================================================================================================
                        Low      High       Low      High       Low      High       Low      High       Low      High       Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>         <C>
                       9.50%    11.00%     9.00%    10.50%    14.00%    14.00%     3.25%     3.25%     4.00%     4.00%        5
                       9.00%     9.00%     9.00%     9.50%    11.00%    11.00%     5.00%     5.00%     4.00%     4.00%       10
                       9.00%    10.00%     9.50%    10.00%    11.50%    12.50%                         3.50%     3.50%       10
                       9.50%     9.75%     9.75%    10.00%    11.75%    12.25%     3.50%     4.00%     3.50%     3.50%       10
                       9.00%     9.00%     9.00%     9.00%    12.00%    12.00%     4.00%    15.00%     4.00%     4.00%       10
                       9.00%    11.00%     9.75%    12.00%    11.00%    14.00%     0.00%     4.00%     4.00%     4.00%       10
                       9.00%    10.50%     9.50%    11.00%    11.50%    12.00%     2.00%     3.50%     3.50%     3.50%       10
                       8.00%     9.50%     9.00%    10.50%    11.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10
                       9.50%     9.75%     9.75%    10.50%    11.40%    11.70%     3.00%     4.00%     3.50%     4.50%       10
                      12.00%    12.00%    10.00%    10.00%    15.00%    15.00%     3.00%     4.00%     2.00%     4.00%        5
                      10.00%    10.00%    10.00%    10.00%    12.00%    12.00%     4.00%     4.00%     3.00%     3.00%       10
                       8.50%     9.00%     9.00%     9.50%    12.00%    12.50%     3.00%     5.00%     3.00%     4.00%       10
                       9.00%    10.00%     9.50%    10.50%    12.00%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                                           9.00%     9.00%
                      10.50%    10.50%    10.50%    10.50%    12.50%    12.50%     2.00%     3.00%     3.00%     3.00%       10
                       9.00%    10.00%     9.00%     9.00%    15.00%    15.50%     5.00%     5.00%     3.00%     3.00%      5-7
                       9.00%     9.00%     9.00%     9.00%    11.25%    11.25%     5.00%     5.00%     4.00%     4.00%       10
                       8.00%     9.00%     9.00%    10.00%    11.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                       9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses         18        18        19        19        18        18        17        17        18         18
Average                9.25%     9.90%     9.43%    10.04%    12.11%    12.59%     3.34%     4.63%     3.44%     3.67%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
                  INDUSTRIAL
<CAPTION>
                                                                                                                         Projection
                     Going In Cap Rate    Terminal Cap Rate         IRR             Income Growth      Expense Growth      Period
====================================================================================================================================
                        Low      High       Low      High       Low      High       Low      High       Low      High       Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>         <C>
                       9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     4.00%     4.00%     4.00%     4.00%       10
                       8.50%    10.00%     9.50%    10.00%    11.50%    12.50%                         3.50%     3.50%       10
                       9.00%     9.25%     9.50%     9.75%    11.50%    11.75%     3.50%     4.00%     3.50%     3.50%       10
                       9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     2.00%     8.00%     4.00%     4.00%       10
                       9.00%    10.00%     9.75%    12.00%    10.00%    13.00%     2.00%     4.00%     4.00%     4.00%       10
                       9.00%    10.00%    10.00%    11.00%    11.50%    12.50%     4.00%     4.00%     4.00%     4.00%       10
                       9.00%     9.50%     9.50%     9.75%    11.20%    11.50%     3.00%     3.50%     3.50%     4.00%       10
                      12.00%    12.00%    10.00%    10.00%    14.00%    14.00%     2.00%     3.00%                            3
                       8.50%     8.50%     9.00%     9.50%    11.00%    11.50%     4.00%     4.00%     4.00%     4.00%       10
                       9.00%     9.50%     9.50%    10.00%    11.25%    11.75%     3.00%     3.00%     3.00%     3.00%       10
                                           9.00%    10.00%
                       9.00%     9.00%     9.50%     9.50%    11.25%    11.25%     4.00%     4.50%     4.00%     4.00%       10
                       9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses         12        12        13        13        12        12        11        11        11        11
Average                9.17%     9.58%     9.56%    10.06%    11.52%    12.06%     3.23%     4.18%     3.77%     3.82%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
                  RETAIL, COMMUNITY AND NEIGHBOHOOD CENTERS
<CAPTION>
                                                                                                                         Projection
                     Going In Cap Rate    Terminal Cap Rate         IRR             Income Growth      Expense Growth      Period
====================================================================================================================================
                        Low      High       Low      High       Low      High       Low      High       Low      High       Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>         <C>
                       9.50%    11.00%     9.00%    10.50%    14.00%    14.00%     3.25%     3.25%     4.00%     4.00%        5
                       9.00%    10.00%     9.00%    10.00%    11.50%    12.50%     3.50%     3.50%     3.50%     3.50%       10
                       9.50%     9.75%     9.75%    10.00%    11.50%    11.75%     3.50%     4.00%     3.50%     3.50%       10
                       9.50%     9.50%    10.00%    10.00%    12.50%    12.50%     0.00%     4.00%     4.00%     4.00%       10
                       9.00%    10.50%     9.75%    11.50%    10.00%    14.00%     2.00%     4.00%     4.00%     4.00%       10
                      10.00%    10.00%    10.00%    10.00%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10
                       8.50%     9.50%     9.50%    10.50%    11.50%    12.50%     4.00%     4.00%     4.00%     4.00%       10
                       9.50%     9.75%     9.75%    10.00%    11.25%    11.50%     3.00%     4.00%     3.50%     4.50%       10
                       8.50%     9.00%     9.00%     9.50%    11.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                       9.50%    10.00%    10.00%    10.50%    11.50%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                                           9.00%    10.00%
                       9.50%     9.50%    10.00%    10.00%    12.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                       8.50%     9.50%    10.00%    11.00%    11.25%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                       9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses         13        13        14        14        13        13        13        13        13        13
Average                9.19%     9.79%     9.63%    10.27%    11.69%    12.44%     3.02%     3.60%     3.58%     3.65%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
                  RETAIL, POWER CENTERS AND "BIG BOX"
<CAPTION>
                                                                                                                         Projection
                     Going In Cap Rate    Terminal Cap Rate         IRR             Income Growth      Expense Growth      Period
====================================================================================================================================
                        Low      High       Low      High       Low      High       Low      High       Low      High       Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>         <C>
                       9.25%     9.50%     9.50%    10.00%    11.50%    11.50%     3.00%     3.50%     4.00%     4.00%       10
                       9.50%     9.75%     9.75%    10.00%    10.50%    11.50%     3.50%     4.00%     3.50%     3.50%       10
                      10.00%    10.00%    10.00%    10.00%    12.00%    12.00%     0.00%     4.00%     4.00%     4.00%       10
                       9.00%     9.50%     9.50%    10.00%    11.00%    12.00%     2.00%     3.50%     3.50%     3.50%       10
                       8.00%     9.00%     9.00%    10.00%    11.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10
                       9.75%    10.00%     9.75%    10.00%    11.20%    11.50%     3.00%     3.50%     3.50%     4.00%       10
                       9.00%     9.50%    10.00%    10.00%    10.50%    11.00%     2.50%     2.50%     2.50%     2.50%       10
                       9.50%    10.00%    10.00%    10.50%    11.50%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                                           8.50%     9.50%
                       9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     3.00%     3.00%     3.00%     3.00%       10
                       9.50%     9.50%     9.75%     9.75%    11.25%    11.25%     4.00%     4.00%     4.00%     4.00%       10
                       9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses         11        11        12        12        11        11        11        11        11        11
Average                9.23%     9.55%     9.60%     9.96%    11.27%    11.70%     2.91%     3.55%     3.55%     3.59%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


               REGIONAL MALLS

<TABLE>
<CAPTION>
                                                                                                                          Projection
                     Going In Cap Rate   Terminal Cap Rate           IRR              Income Growth       Expense Growth    Period
====================================================================================================================================
                       Low      High       Low      High        Low       High        Low      High       Low       High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>        <C>         <C>       <C>       <C>        <C>       <C>
                      8.00%     8.50%     8.50%     9.00%     10.50%     10.50%      3.00%     3.50%     4.00%      4.00%     10
                      7.75%     8.25%     8.50%     8.75%     11.00%     11.50%      3.50%     4.00%     3.50%      3.50%     10
                      7.50%     7.50%     8.00%     8.00%     11.50%     11.50%      0.00%     4.00%     4.00%      4.00%     10
                      7.50%     9.00%     8.00%     9.75%     10.00%     12.00%      2.00%     4.00%     4.00%      4.00%     10
                      7.00%     8.00%     7.00%     8.00%     11.00%     11.00%      4.00%     4.00%     4.00%      4.00%     10
                      7.50%     8.00%     7.50%     9.00%     10.50%     11.50%      2.00%     3.50%     3.50%      3.50%     10
                      7.00%     8.00%     9.00%    10.00%     10.50%     11.50%      4.00%     4.00%     4.00%      4.00%     10
                      7.50%     8.00%     8.50%     8.50%     10.00%     11.00%      3.00%     3.00%     3.00%      3.00%     10
                      7.50%     9.00%     8.50%     8.50%     11.50%     11.50%      4.00%     5.00%                          10
- ------------------------------------------------------------------------------------------------------------------------------------
No. of Responses         9         9         9         9          9          9          9         9         8          8
Average               7.47%     8.25%     8.17%     8.83%     10.72%     11.33%      2.83%     3.89%     3.75%      3.75%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

               LODGING, FULL SERVICE
<TABLE>
<CAPTION>
                                                                       Blended              Equity         
                      Going-In Cap Rate     Terminal Cap Rate            IRR                  IRR          
- -----------------------------------------------------------------------------------------------------------
                        Low       High        Low       High        Low       High        Low      High    
- -----------------------------------------------------------------------------------------------------------
Luxury
<S>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>     
                       8.00%      9.00%     10.00%     10.00%     15.00%     20.00%     20.00%     25.00%  
                       5.00%      7.00%     10.50%     11.00%     12.50%     13.00%                        
                      11.00%     13.00%     11.00%     13.00%     15.00%     15.00%     20.00%     25.00%  
                      10.50%     10.50%     10.00%     10.00%                                              
                      11.00%     11.00%     13.00%     13.00%                                              
                       9.00%      9.00%     10.00%     10.00%     13.00%     13.00%     16.00%     16.00%  
                      11.00%     12.00%     10.00%     11.00%     12.00%     16.00%     19.00%     23.00%  
                       8.00%      8.00%     10.00%     10.00%     12.00%     14.00%     15.00%     20.00%  
                       6.00%      8.00%      8.00%      9.00%                           20.00%     25.00%  
                       8.50%      8.50%      9.00%      9.00%                                              
                                             8.00%     10.00%     15.00%     18.00%     18.00%     22.00%  
- -----------------------------------------------------------------------------------------------------------
No. of Responses         10         10         11         11          7          7          7          7   
Average                8.80%      9.60%      9.95%     10.55%     13.50%     15.57%     18.29%     22.29%  
- -----------------------------------------------------------------------------------------------------------


First Class
                      11.00%     11.00%     11.00%     11.00%     15.00%     20.00%     20.00%     20.00%  
                      11.00%     11.00%     13.00%     13.00%                                              
                      10.00%     10.00%     11.00%     11.00%     15.00%     15.00%     18.00%     18.00%  
                      10.00%     10.00%     11.00%     11.00%     15.00%     18.00%     15.00%     20.00%  
                      10.00%     10.00%     10.50%     10.50%     16.00%     16.00%     25.00%     25.00%  
                       8.00%      9.00%     10.00%     10.00%                           20.00%     25.00%  
                      10.00%     10.00%     10.50%     10.50%                           22.00%     22.00%  
                                             8.00%     10.00%     15.00%     18.00%     18.00%     22.00%  
                       5.00%      5.00%     10.00%     11.00%     15.00%     15.00%                        
                       8.00%      8.00%     10.00%     10.00%     14.50%     14.50%     20.00%     20.00%  
                      10.50%     10.50%     11.00%     11.00%     13.00%     13.00%     20.00%     23.00%  
- -----------------------------------------------------------------------------------------------------------
No. of Responses         10         10         11         11          8          8          9          9   
Average                9.35%      9.45%     10.55%     10.82%     14.81%     16.19%     19.78%     21.67%  
- -----------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                         
                        Income Growth         Expense Growth   Projection  Management
- --------------------------------------------------------------    Period      Fees      Reserves
                       Low        High        Low       High       Years   % Revenue   % Revenue
- ------------------------------------------------------------------------------------------------
Luxury
<S>                  <C>         <C>         <C>        <C>          <C>      <C>        <C>  
                      6.00%       6.00%      4.00%      4.00%         7       2.50%      4.00%
                      4.00%       5.00%      3.00%      4.00%        10       3.50%      4.00%
                      4.00%       8.00%      4.00%      4.00%         5       4.00%      5.00%
                                             3.50%      5.00%        10       4.50%      5.00%
                      5.00%       6.00%      3.00%      4.00%         5       3.00%      4.00%
                      4.00%       4.50%      3.00%      3.00%        10       2.50%      3.00%
                      3.00%       4.00%      4.00%      4.00%         5       3.00%      3.50%
                      8.00%       8.00%      6.00%      6.00%        10       4.50%      5.50%
                      5.00%       5.00%      3.00%      4.00%         5       4.00%      4.00%
                      5.00%       5.00%      4.00%      4.00%         5       3.00%      3.00%
                                             4.00%      4.00%         5       3.50%      4.00%
- ------------------------------------------------------------------------------------------------
No. of Responses         9           9         11         11         11         11         11
Average               4.89%       5.72%      3.77%      4.18%         7       3.45%      4.09%
- ------------------------------------------------------------------------------------------------


First Class
                      4.00%       4.00%      4.00%      4.00%         7       2.50%      3.00%
                      5.00%       6.00%      3.00%      4.00%         5       3.00%      4.00%
                      4.00%       4.50%      3.00%      3.00%        10       2.50%      3.00%
                     10.00%      10.00%      5.00%      5.00%        10       3.50%      4.50%
                      4.00%       4.00%      3.00%      3.00%         7       2.50%      4.00%
                      5.00%       5.00%      3.00%      4.00%         5       3.00%      4.00%
                      4.00%       4.00%      4.00%      4.00%         5       3.00%      4.00%
                                             4.00%      4.00%         5       3.50%      4.00%
                      4.00%       4.00%      3.00%      3.00%         5       3.00%      4.50%
                      3.50%       3.50%      3.50%      3.50%        10       2.00%      4.00%
                      4.50%       4.50%      3.50%      3.50%        10       3.50%      4.00%
- ------------------------------------------------------------------------------------------------
No. of Responses       1 0          10         11         11         11         11         11
Average               4.80%       4.95%      3.55%      3.73%         7       2.91%      3.91%
- ------------------------------------------------------------------------------------------------
</TABLE>

- ----------
The blended IRR is the composite return on debt and equity and the rate to be
applied to net operating income.

The equity return is rate of return on the equity component of the investment
only.

<PAGE>

               LODGING, LIMITED SERVICE
<TABLE>
<CAPTION>
                                                                       Blended              Equity          
                      Going-In Cap Rate     Terminal Cap Rate            IRR                  IRR           
- ------------------------------------------------------------------------------------------------------------
                        Low       High        Low       High        Low       High        Low      High     
- ------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
Mid-Rate
                      10.00%     10.00%     12.00%     12.00%                           20.00%     20.00%   
                      10.00%     12.00%     10.00%     12.00%     15.00%     15.00%     20.00%     25.00%   
                      11.00%     11.00%     10.00%     10.00%                                               
                      10.00%     13.00%     12.00%     14.00%     10.00%     12.00%     12.00%     14.00%   
                      12.00%     12.0O%     14.00%     14.00%                                               
                      12.00%     12.00%     13.00%     13.00%     19.00%     19.00%     22.00%     22.00%   
                      10.50%     10.50%     12.00%     12.00%     15.00%     20.00%     18.00%     20.00%   
                                            10.00%     11.00%                           22.00%     22.00%   
- ------------------------------------------------------------------------------------------------------------
No. of Responses          7          7          8          8          4          4          6          6    
Average               10.79%     11.50%     11.63%     12.25%     14.75%     16.50%     19.00%     20.50%   
- ------------------------------------------------------------------------------------------------------------


Economy
                      10.00%     12.00%     12.00%     12.00%                           18.00%     25.00%   
                      10.00%     13.00%     12.00%     14.00%     10.00%     12.00%     12.00%     14.00%   
                      12.50%     12.50%     14.00%     14.00%                                               
                      13.00%     13.00%     14.00%     14.00%     21.00%     21.00%     24.00%     24.00%   
                      11.50%     11.50%     12.00%     12.00%     15.00%     20.00%     18.00%     20.00%   
- ------------------------------------------------------------------------------------------------------------
No. of Responses          5          5          5          5          3          3          4          4    
Average               11.40%     12.40%     12.80%     13.20%     15.33%     17.67%     18.00%     20.75%   
- ------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                         
                        Income Growth         Expense Growth   Projection  Management
- --------------------------------------------------------------    Period      Fees      Reserves
                       Low        High        Low       High       Years   % Revenue   % Revenue
- ------------------------------------------------------------------------------------------------
<S>                  <C>         <C>         <C>        <C>          <C>      <C>        <C>  
Mid-Rate
                      4,00%       4.00%      4.00%      4.00%         7       2.50%      3.00%
                      4.00%       8.00%      4.00%      4.00%         5       4.00%      4.50%
                                             3.50%      5.00%        10       4.00%      5.00%
                      4.00%       4.00%      3.50%      3.50%         5       4.00%      4.50%
                      2.00%       3.00%      3.00%      4.00%         5       3.00%      6.00%
                      3.50%       4.00%      3.00%      3.00%         5       3.00%      3.00%
                      5.00%       5.00%      4.00%      4.00%        10       2.50%      4.00%
                      6.00%       6.00%      4.00%      4.00%         5       5.00%      4.00%
- ------------------------------------------------------------------------------------------------
No. of Responses         7           7          8          8          8          8          8
Average               4.07%       4.86%      3.63%      3.94%         7       3.50%      4.25%
- ------------------------------------------------------------------------------------------------


Economy
                      4.00%       4.00%      4.00%      4.00%         7       2.50%      3.00%
                      4.00%       4.00%      3.50%      3.50%         5       4.00%      4.50%
                      2.00%       3.00%      3.00%      4.00%         5       3.00%      6.00%
                      2.50%       4.00%      3.00%      3.00%         5       4.00%      3.00%
                      5.00%       5.00%      4.00%      4.00%        10       2.50%      4.00%
- ------------------------------------------------------------------------------------------------
No. of Responses         5           5          5          5          5          5          5
Average               3.50%       4.00%      3.50%      3.70%         6       3.20%      4.10%
- ------------------------------------------------------------------------------------------------
</TABLE>

- ----------
The blended IRR is the composite return on debt and equity and the rate to be
applied to net operating income.

The equity return is rate of return on the equity component of the investment
only.

<PAGE>

               APARTMENTS
<TABLE>
<CAPTION>
                                                                                                                          Projection
                     Going In Cap Rate   Terminal Cap Rate           IRR              Income Growth       Expense Growth    Period
====================================================================================================================================
                       Low      High       Low      High        Low       High        Low      High       Low       High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>       <C>       <C>       <C>        <C>         <C>       <C>       <C>        <C>       <C>
                      8.50%     9.00%     9.50%     9.50%     11.00%     11.00%      4.00%     4.00%     4.00%      4.00%     10
                      8.50%     9.00%     9.25%     9.50%     11.50%     12.00%      3.50%     4.00%     3.50%      3.50%     10
                      8.50%     9.25%     9.00%    10.00%     10.50%     12.00%      2.00%     8.00%     4.00%      4.00%     10
                      8.00%     9.00%     8.50%     9.50%                            3.50%     3.50%     3.50%      3.50%     10
                      8.50%     8.50%     9.25%     9.25%     11.25%     11.25%      4.00%     4.00%     4.00%      4.00%     10
                      9.00%     9.25%     9.25%     9.50%     11.20%     11.50%      3.75%     4.25%     4.00%      4.50%     10
                      8.50%     9.50%     9.00%    10.00%     11.00%     12.00%      3.00%     4.00%     3.00%      4.00%     10
                      8.75%     9.25%     9.25%     9.75%                            3.00%     3.00%     3.00%      3.00%
                                          9.00%     9.00%
                      9.00%     9.00%     9.50%     9.50%     11.50%     11.50%      3.00%     4.00%     3.00%      3.00%     10
                      8.00%     9.00%     9.00%    10.00%     11.00%     12.50%      3.00%     3.00%     3.00%      3.00%     10
                      9.00%     9.25%    10.00%    10.25%     12.00%     12.00%      4.00%     4.00%     4.00%      4.00%     10
- ------------------------------------------------------------------------------------------------------------------------------------
No. of Responses        11        11        12        12          9          9         11        11        11         11
Average               8.57%     9.09%     9.21%     9.65%     11.22%     11.75%      3.34%     3.98%     3.55%      3.68%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

SURVEY OF RECENT CLOSED TRANSACTIONS

<TABLE>
<CAPTION>
                                      Net Rentable Area                   Sales Price Per Sq. Ft.
                                ------------------------------        -------------------------------  
     Property                   No. Sales                             No. Sales                        
       Type                     Reported   Average      Median        Reported   Average       Median  
- --------------------            ------------------------------        -------------------------------  
<S>                                <C>     <C>          <C>              <C>     <C>          <C>    
Offices, Urban                     16      498,859      440,929          16      $130.66      $116.76
Offices, Suburban                  66      230,760      191,893          66       $83.39       $78.78
Industrial                         57      150,787      118,400          57       $37.75       $37.87
Retail (Other Than Malls)          29      136,429      121,552          29       $95.99       $91.67
Malls                               9      615,102      649,130           9      $124.68       $96.00
</TABLE>


<TABLE>
<CAPTION>
                                        Number of Units                     Sales Price Per Unit
                                ------------------------------        -------------------------------  
                                No. Sales                             No. Sales                        
                                Reported   Average      Median        Reported   Average       Median  
                                ------------------------------        -------------------------------  
<S>                                <C>        <C>           <C>          <C>     <C>          <C>    
Apartments                         50         201           190          50      $47,975      $46,458
</TABLE>



<TABLE>
<CAPTION>
                                      Going-in Cap Rate                   Internal Rate of Return
                                -------------------------------       -------------------------------- 
     Property                   No. Sales                             No. Sales                     
       Type                     Reported   Average       Median       Reported   Average       Median
- --------------------            -------------------------------       -------------------------------- 
<S>                                <C>       <C>         <C>             <C>       <C>         <C>   
Offices, Urban                     12        9.68%        9.13%           9        12.42       12.75%
Offices, Suburban                  57        9.97%       10.00%          11        13.20       12.25%
Industrial                         28       10.80%       10.61%      (Sample Not Large Enough to Report)
Retail (Other Than Malls)          27       10.05%       10.00%           8        11.59       11.33%
Malls                               9        9.29%        9.53%      (Sample Not Large Enough to Report)
</TABLE>


                                      Going-in Cap Rate
                                ------------------------------
     Property                   No. Sales
       Type                     Reported   Average       Median
- --------------------            -------------------------------
Apartments                         41        9.19%        9.30%

<PAGE>



- --------------------------------------------------------------------------------
                            Appraiser Qualification
- --------------------------------------------------------------------------------



<PAGE>

================================================================================
                                       QUALIFICATIONS OF RICHARD W LATELLA
================================================================================

Professional Affiliations

Member, American Institute of Real Estate Appraisers
 (MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R
State of Maryland Certified General Real Estate Appraiser #01462
Minnesota Certified General Real Estate Appraiser #20026517
Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348
State of Michigan Certified General Real Estate Appraiser #1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

Real Estate Experience

Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience has
been in appraising a full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and specialty centers on a
national basis. As Senior Director of Cushman & Wakefield's Retail Group his
responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 200 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W Orpen & Associates, Trenton, New Jersey, assisting in the
preparation of appraisals of residential property and condemnation analyses
from July 1975 to April 1977.

Formal Education
Trenton State College, Trenton, New Jersey
  Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.

<PAGE>

                                      QUALIFICATIONS OF DOUGLAS C. HOLOWINK
- --------------------------------------------------------------------------------

Education
Yale University, New Haven, Connecticut
Bachelor of Arts             - May 1983
Major                        - Psychology/Administrative Science
Curriculum                   - Accounting, computer science,
                             architecture and geology/geophysics

American Institute of Real Estate Appraisers:
  Real Estate Appraisal Principles (1A1)
  Basic Valuation Procedures (1A2)
  Standards of Professional Practice
  Capitalization Theory and Techniques Part A (1B-A)
  Capitalization Theory and Techniques Part B (1B-B)
  Case Studies In Real Estate Valuation (2-1)
  Report Writing and Valuation Analysis (2-2)

Fairfield University - Real Estate Law

University of Connecticut - Real Estate Appraisal

Experience
Cushman & Wakefield, Inc.
New York, New York
July 1988 to Present

     Director in charge of Portfolio Securitization Group Appraisal. Appraisal
experience includes the valuation of income producing properties throughout the
United States. Assignments have included suburban and tower office buildings,
shopping centers, regional and super-regional shopping malls, large scale
industrial complexes, apartment buildings, hotels, vacant land, air rights and
special use facilities including gasoline stations, refrigerated warehouse
properties and hospitals. Valuations have been made of proposed, partially
completed, existing and renovated structures.

Cushman & Wakefield of Connecticut, Inc.
Stamford, Connecticut
May 1986 to June 1988

     Associate involved in appraisal of income producing properties throughout
the United States.

<PAGE>

                                      Qualifications of Douglas C. Holowink
- --------------------------------------------------------------------------------

Plaza Realty & Management Corp.
Stamford, Connecticut
May 1985 to April 1986

     Commercial Brokerage Manager - Responsibilities included the leasing of
several office buildings and the investment and feasibility analysis of
residential, commercial and industrial properties.

Curtis Associates, Inc.
Greenwich, Connecticut
June 1983 to April 1985

     Commercial Brokerage Manager - Responsibilities included residential and
commercial brokerage, appraisal and investment analysis on a variety of
residential and commercial properties.






This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>



                 COMPLETE APPRAISAL OF
                 REAL PROPERTY

                 Hookston Square
                 3478 & 3480 Buskirk Avenue
                 Pleasant Hill, Contra Costa County, California





                                   CUSHMAN &
                                  WAKEFIELD(R)
                          A ROCKEFELLER GROUP COMPANY
                          ---------------------------
                          VALUATION ADVISORY SERVICES
                          ---------------------------


<PAGE>


                       =========================================================

                       COMPLETE APPRAISAL OF
                       REAL PROPERTY

                       Hookston Square
                       3478 & 3480 Buskirk Avenue
                       Pleasant Hill, Contra Costa County, California

                       =========================================================



                       IN A SUMMARY REPORT
                       As of July 26, 1996


                       Prepared For:

                       GMAC Commercial Mortgage Corporation
                       650 Dresher Road
                       Horsham, PA 19044-8015




                       Prepared By:

                       Cushman & Wakefield of California, Inc.
                       Valuation Advisory Services
                       2055 Gateway Place - Suite 550
                       San Jose, California 95110


<PAGE>


Cushman & Wakefield of California, Inc.                                  
2055 Gateway Place, Suite 550                                          CUSHMAN &
San Jose, CA 95110-1068                                                WAKEFIELD
Tel: (408) 436-5500
Fax: (408) 437-9129


August 9, 1996


Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE: Appraisal of Real Property
    Hookston Square
    3478 & 3480 Buskirk Avenue
    Pleasant Hill, Contra Costa County, California

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the leasehold estate in the referenced
property.

As specified in the Letter of Engagement, the value opinion reported below is
qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by and the report was prepared by John C.
Vaughan. Ken E. Matlin, MAI has inspected the property and reviewed the report
and is in concurrence with the findings herein.


<PAGE>


     Ms. Avis Tsuya
     Page 2
     August 9, 1996

     As a result of our analysis, we have formed an opinion that the market
value of the leasehold estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
24, 1996 was:

                            FOURTEEN MILLION DOLLARS
                                   $14,000,000

     The preceding estimate of market value are based upon a forecasted
marketing period of approximately 12 months, which we believe (through a review
of recent office building sale activity, as well as with conversations with
local office/investment brokers) is reasonably representative for this product
type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.

/s/ John C. Vaughan    
- --------------------------
John C. Vaughan
Valuation Advisory Services
California State License No. AG002680


/s/ Kenneth E. Matlin 
- --------------------------
Kenneth E. Matlin, MAI
Manager-Director
Valuation Advisory Services
California State License No. AG002022

<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                     Hookston Square

Location:                          The subject property is located in the
                                   southeast quadrant of Hookston Road and
                                   Buskirk Avenue. The street address is 3478
                                   & 3480 Buskirk Avenue, Pleasant Hill, Contra
                                   Costa County, California.

Contra Costa County
Tax I.D. No.:                      148-090-034 and 148-090-030

Interest Appraised:                Leasehold estate

Date of Value:                     July 24, 1996

Date of Inspection:                July 24, 1996

Ownership:                         WHC-Six Real Estate Limited Partnership

Land Area:                         9.43 acres or 410,594.49 square feet

1995/96 Property Assessment
     Land:                         $ 5,821,000
     Building:                     $15,466,000
                                   -----------
      Total                        $21,287,000

1995/6 Property Taxes:             $186,932.64

Zoning:                            PAO, Professional Administrative Office

Highest and Best Use 
   If Vacant:                      Commercial development, such as a single-
                                   tenant or multi-tenant office building;
                                   however, current market conditions are not
                                   conducive to speculative, multi-tenant office
                                   development at the present time, thus a
                                   holding period would be required before
                                   development of this type would likely occur.

As Improved:                       As developed, with a multi-tenant, office
                                   building


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

 Improvements
   Type:                           Hookston Square consists of two three-story,
                                   brick veneer, garden office buildings with a
                                   total of 191,528 square feet of net rentable
                                   area.  According to the ALTA/ACSM Land
                                   Title Survey performed dated June 23, 1994,
                                   the site contains 636 parking spaces (3.32
                                   spaces/1,000 SF of NRA) located on a
                                   surface parking lot.

Year Built:                        1984

Size
   Gross Building Area:            206,550 square feet
   Net Rentable Office Area:       191,528 square feet
   Net Useable Area:               168,545 square feet (implied by 12% load
                                   factor utilized by property management)

   Common Area Factor:             12.0 percent

   Condition:                      Average

   Quality:                        Fair

Operating Data and Forecasts
     Current Occupancy:            91.23%

Forecasted First Year Occupancy
 (Fiscal Year 1996/7):             91.45%

Forecasted Average Occupancy:      94.31%

Average Annual Rental Rate
   Actual:                         $13.13 per square foot

   Forecasted
     Multi-Tenant Space:           $17.00 per square foot
     Large Block Space:            $17.00 per square foot

Operating Expenses
   Last Full Year (1995):          $8.38 per net rentable square foot
   Budget (1996):                  $8.16 per net rentable square foot
   Forecasted (1996):              $8.29 per net rentable square foot


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Value Indicators
    Sales Comparison Approach:        $14,000,000 ($73.10 per square foot of net
                                      rentable area) 

    Income Approach:                  $14,090,000 ($73.57 per square foot of net
                                      rentable area)
 Discounted Cash Flow Assumptions
    Market Rental Growth Rate
        1996:                         $0.68 per square foot or 4 percent
        1997:                         $0.88 per square foot or 5 percent
        1998:                         $0.92 per square foot or 5 percent
        Thereafter:                   4.0%

    Expense Growth Rates:             3.5%

    Credit Loss Allowance:            2.0%
    Projected Term of Future Leases:  5 years
    Vacancy Between Tenants           6 months for small tenant spaces and 12  
                                      months for large tenant space. 

    Renewal Probability:              75.0% for small tenant spaces and 60.0% 
                                      for large tenant space.

    Tenant Improvements 

        New Tenants:                  $10.00 per square foot
        Renewal Tenants:              $ 5.00 per square foot 
      Commission Expense 
        New Leases:                   5.0% 
        Renewals:                     2.5%

    Terminal Capitalization Rate:     13.0%
    Cost of Sale at Reversion:        2.0%
    Discount Rate:                    12.5%
    Implicit Year 1 Overall 
     Capitalization Rate:             11.01%

Value Conclusion
    As Is Value Estimate:             $14,000,000

Resulting Indicators
    Going-In Capitalization Rate
      (Overall Capitalization Rate):  11.09%

    Price Per Square Foot
      (Net Rentable Area):            $73.10

Estimated Marketing Time:             12 months or less


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                         TABLE OF CONTENTS
================================================================================


                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY .......................................    1

INTRODUCTION ..............................................................    3
  Identification of Property ..............................................    3
  Property Ownership and Recent History ...................................    3
  Purpose and Function of the Appraisal ...................................    3
  Extent of the Appraisal Process .........................................    3

  Date of Value and Property Inspection ...................................    4

  Property Rights Appraised ...............................................    4
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .....    4

  Legal Description .......................................................    5

NEIGHBORHOOD ANALYSIS .....................................................    6

OFFICE MARKET ANALYSIS ....................................................    7

PROPERTY DESCRIPTION ......................................................   11
  Site Description ........................................................   11
  Improvements Description ................................................   11

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   13

ZONING ....................................................................   14

HIGHEST AND BEST USE ......................................................   15

VALUATION PROCESS .........................................................   16

SALES COMPARISON APPROACH .................................................   17

INCOME APPROACH ...........................................................   21

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   34

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   36

CERTIFICATION OF APPRAISAL ................................................   38

ADDENDA ...................................................................   39


     Project Assumptions and Analysis
     Cushman & Wakefield Investor Survey
     Qualifications of John C. Vaughan
     Qualifications of Kenneth E. Matlin


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]

                     Subject Entrrance from Buskirk Avenue



                               [GRAPHIC OMITTED]

                          View of Subject and Courtyard

================================================================================

                                      -1-
\                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Photographs of the Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                                  View of Lobby



                               [GRAPHIC OMITTED]

                             View of Typical Hallway

================================================================================

                                       -2-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property, which is known as Hookston Square, is composed of two
three-story garden style office buildings which contain a total of 191,528
square feet of net rentable area. The improvements are situated on two Assessor
parcels totaling 9.55 acres of land that are located at the southeast quadrant
of Hookston Road and Buskirk Avenue in Pleasant Hill, California. The common
address is 3478 & 3480 Buskirk Avenue, Pleasant Hill, Contra Costa County,
California. The building was constructed in 1984 and is 91.23 percent occupied
by 34 tenants as of the appraisal date.

Property Ownership and Recent History

     A title report was not provided to the appraisers. According to public
records, the leasehold interest of the subject property is currently vested in
WHC-Six Real Estate Limited Partnership, which acquired the property as part of
a bulk purchase from Prudential Insurance Company of America in August of 1994.
A separate value allocation to the subject property was not recorded.


     Prudential Insurance Company acquired the leasehold interest in the
property through foreclosure on January 29, 1993.

     The property was marketed in 1995 with an asking price of $15,200,000 but
according to the listing broker, there were no offers.

     To the best of our knowledge, the property is not currently being offered
for sale, nor have there have been any subsequent ownership transfers.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and site improvements and a
          representative sample of tenant spaces with Rosalie Vaughn, the
          assistant building manager;

     o    Reviewed the leasing policy, tenant build-out allowances and history
          of recent rental rates and occupancy with Betsy Corta the building
          manager;

     o    Reviewed a detailed history of the income and expenses and a budget
          forecast for 1996, including the budget for planned capital
          expenditures and repairs;

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          on-site managers and a review of our own data base from previous
          appraisal files;

================================================================================

                                       -3-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Introduction
================================================================================

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

Date of Value and Property Inspection

     The date of value is July 24, 1996, with our date of our last inspection
being the same.

Property Rights Appraised

     We valued the leasehold estate, which is the right to use and occupy real
estate for a stated term and under conditions; conveyed by a lease.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

     (4)  Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     (5)  The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

================================================================================

                                      -4-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Introduction
================================================================================

     Based upon the available sales data in the marketplace, as well as our
     discussions, six to nine months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     Parcel 1: Parcel B as shown on the Parcel Map filed January 8, 1969 in Book
11 of Parcel Maps at Page 30 of Contra Costa County Records.

     Parcel 2: Parcel A as shown on the Parcel Map filed July 13, 1973 in Book
29 of Parcel Maps at Page 1 of Contra Costa County Records.

================================================================================

                                      -5-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                      NEIGHBORHOOD ANALYSIS
================================================================================

     The subject property is located in the City of Pleasant Hill, Contra Costa
County, approximately 30 miles northeast of San Francisco. The city of Pleasant
Hill is centrally located in Contra Costa County along the northern section of
the Interstate 680 Corridor. The city encompasses 6.8 square miles. Between 1980
and 1990, the population of Pleasant Hill increased 27.8%, from 30,089 to
38,429. Between 1990 and 2000, the population is projected to increase another
10.3% to 42,400. By the year 2010 it is projected to increase only slightly to
43,800.

     The number of households in Pleasant Hill increased 35.9% between 1980 and
1990, from 11,695 to 15,898. By the year 2000, households are projected to
increase to 17,660 and 18,810 by the year 2010. Mean household income in
Pleasant Hill, measured in constant 1990 dollars, increased 20.2% between 1980
and 1990, from $47,489 to $57,107. Mean household income is projected to
increase 1.6% between 1990 and 2000, to approximately $58,000.


     Interstate 680 connects Pleasant Hill to all major points between the San
Francisco Bay Area and the Sacramento metropolitan area. Buchanan Field, 12
miles outside of the city limits, provides commercial and private landing
facilities. Oakland International Airport is approximately 24 miles south. BART
is also located in Pleasant Hill. Amtrak is located eight miles north in
Martinez.

================================================================================

                                       -6-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     OFFICE MARKET ANALYSIS
================================================================================

     The subject property is located in the I-680 Corridor Office Market.
Following is a discussion of the current and forecasted office market conditions
in the I-680 Corridor, along with the particular submarket and specific
competitive office projects that significantly impact the subject property.

     The current office inventory in the I-680 Corridor in Contra Costa and
Southern Alameda County exceeds 22,600,000 square feet of which 12,400,000 sf
(55%) is Class A product and 8,425,000 sf (37%) is Class B product. Principal
markets along the I-680 Corridor include Walnut Creek, Pleasant Hill,
Pleasanton, Dublin, San Ramon, Concord and Martinez. Substantial development
occurred during the early to mid-1980's to meet increased demand. This demand
was created by an increasing suburban population and a lack of available and
affordable office space in San Francisco and other urban locations.
                                        
     The overall occupancy level in the I-680 Corridor was 88.6 percent as of
second quarter 1996, compared to the Year-End 1995 level of 86.6 percent.

     The following chart illustrates the vacancy rate of the I-680 Corridor over
the past three years:

                        =================================
                                Occupancy Summary
                        2nd Qtr 1993 through 2nd Qtr 1996
                        =================================
                             Year/Qtr      Vacancy Rate:
                        =================================
                             1993/2nd         16.0%
                             1993/4th         13.4%
                             1994/2nd         13.2%
                             1994/4th         13.6%
                             1995/2nd         13.8%
                             1995/4th         13.4%
                             1996/2nd         11.4%
                        =================================

     According to the above figures, the I-680 office market vacancy rate has
hovered around 13.5% for the past three years but is showing signs of
improvement during the first two quarters of 1996. This improvement is
attributed to an overall improvement in the regional economy and a lack of
available office space in the other office markets of the Bay Area, most notably
the Silicon Valley, San Mateo Peninsula and Downtown San Francisco markets. This
trend is expected to continue as the regional economy expands.

     Net absorption for the second quarter of 1996 was recorded at 247,925
square feet, down from the 389,539 square feet for the first quarter of the
year. The majority of this leasing activity was in the Pleasanton and San Ramon
submarkets, where several large blocks of Class A and B space were leased. These
markets benefit from overflow demand from Silicon Valley, where there is a
severe shortage of office space.

     The following chart illustrates the market and submarket statistics for the
I-680 Corridor in the second quarter of 1996.

================================================================================

                                       -7-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Office Market Analysis
================================================================================


================================================================================
                         Market and Submarket Statistics
================================================================================
                                Inventory     Overall      Net       Weighted
      Market                       SF         Vacancy   Absorption    Average
                                               Rate:                 Rent/SF/YR.
================================================================================
Concord                         3,226,833      13.7%     (11,574)      $16.92

Pleasant Hill/BART              1,029,935      22.5%     (12,216)      $22.20

Pleasant Hill/ Martinez         1,283,172      16.0%      (8,445)      $15.72

Lafayette/Moraga/Orinda           937,662      12.9%      10,177       $22.32

Walnut Creek - Downtown         4,403,280      12.6%      56,329       $21.24

Walnut Creek - Shadelands       1,830,466      17.7%     (12,206)      $15.96

Alamo/Danville                    538,625      11.4%     (24,687)      $19.56

San Ramon                       3,965,204       6.4%     211,026       $19.32

Dublin                            764,748      12.9%     (10,854)      $15.36

Pleasanton                      5,591,136       7.2%      50,375       $19.32
================================================================================
     TOTALS                    23,571,061      11.4%     247,925       $18.72
================================================================================


     The I-680 Corridor's current weighted average rent of $18.72 per square
foot per month is 6.85% higher than the $17.52 per square foot reported for the
Second Quarter of 1995. This rent increase is attributed primarily to increases
in Class A space. However, the rent increase is expected to filter through to
Class B space as the amount of available Class A space is reduced.

     In summary, the I-680 Corridor reflects substantial improvement during the
past 12 months. This improvement is expected to continue with declining vacancy
rates marketwide and increasing rental rates in Class A buildings. Secondary
markets and Class B buildings are expected to see rental rate increases as the
Class A product reaches full occupancy.

     Pleasant Hill Submarket

     The subject is located in the northern portion of Pleasant Hill in the
Pleasant Hill/Martinez submarket. This is a secondary office market within the
I-680 Corridor. As of the second quarter of 1996, this submarket contained
1,283,172 square feet of office space. No new multi-tenant office buildings are
presently under construction in this submarket. The lack of construction
emanates from the submarket's relative position within the I-680 Corridor.

     The overall vacancy rate for this market was reported at 16 percent for the
second quarter 1996, down from the 16.4 percent vacancy rate reported for the
fourth quarter of 1995. Conversely, the weighted average quoted rental rate has
decreased 0.76 percent to $15.72 per square foot over this time period.

     Class A projects have a weighted average rental rate which is approximately
27 percent higher than Class B properties. As would be expected, Class C
projects have the lowest weighted average of the quoted rental rates and
occupancy level.

     The weighted average quoted rent for the Class A projects in this submarket
is $18.00 per square foot. It is important to note that the quoted rental rates
are on a full service basis, wherein

================================================================================

                                      -8-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                     Office Market Analysis
================================================================================

     each tenant is responsible for their pro rata share of all expenses over a
     base year operating expense stop. Typically, the base year is defined as
     the year in which the lease commences.

     The need for new speculative Class A office product in this submarket will
probably not occur for at least five years because of available land in superior
submarkets such as San Ramon and Pleasanton.

Direct Competition

     In order to gain a better understanding of the market conditions specific
to the subject property, we conducted a survey concentrating on those buildings
that would be considered most competitive to the subject.

     The subject competes with properties located in the Pleasant Hill/BART
submarket, located south of the subject, and the Concord submarket, located
north of the subject. The overall vacancy rate for the Pleasant Hill/Bart
submarket was reported at 22.5% for the second quarter of 1996. The weighted
average asking rental rate for this submarket was reported at $22.20 per square
foot annually. The Concord submarket has a 13.7 percent vacancy rate with an
average asking rental rate of $16.92 per square foot annually.

     The subject's direct competition is identified as five office buildings
containing a total of 458,383 square feet of net rentable office space. These
projects are Class A and B buildings that compete directly with the subject
property because of their location, as well as their physical characteristics.

     The age of the buildings ranges from nine to 12 years, with the sizes
ranging from 42,000 to 139,227 net rentable square feet. These buildings reflect
what we consider to be the subject's direct competition. The comparables are all
multi-story buildings with good access, parking and exposure. The subject is
generally considered inferior to the comparables in regard to construction
quality but is superior to the comparables in terms of landscaping. Only one of
the comparables has a structured parking garage (Comparable R-2).

     Based on our survey results, the five office buildings revealed occupancy
levels ranging from 90.0 to 100.0 percent. The average occupancy level of the
surveyed properties is 96.1 percent, which is above the submarket average of
82.8 percent, but considered reasonable given that the survey includes only
Class A properties.

     The quoted effective rental rates for the comparables ranged from $12.00 to
$15.50 per square foot, fully serviced. A more detailed discussion centering on
these buildings and their rental rates can be found in the Income Approach
section of this report.

     According to the leasing brokers of these buildings, occupancy and rent
levels started increasing approximately 6 months ago. Further, given the
increasing occupancy levels for Class A office space, rental rates for Class B
product are anticipated to begin rising in the near future.

     New supply is currently entering the I-680 Corridor in the San Ramon and
Pleasanton submarkets. However, because it is not economically feasible, no new
supply should be entering the subject's submarket for at least five years. The
large supply of Class A space in the Pleasant

================================================================================

                                       -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                     Office Market Analysis
================================================================================

Hill/Bart submarket will be a damper on rental rates in the near term. However,
once the supply of Class A space in this area approaches stabilization, the
market could become somewhat of a landlord driven market, with upward pressure
on rental rates increasing. Obviously, this would be tempered somewhat by the
performance of other Class A product in the surrounding submarket and
competition from other submarkets.

In summary, in terms of rental rates and percentage leased, the survey group of
competitive office properties is outperforming the submarket but not the I-680
market as a whole. Further, rental rates have increased among the competitive
buildings over the past 24 months. With an improving occupancy level, rental
rates should increase at a rate higher than inflation over the next couple of
years.

================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site is situated at the northeast quadrant of Hookston Road and
Buskirk Avenue. The site has access to both of these streets and encircles the
corner parcel at Buskirk Avenue and Hookston Road. The common street address is
3478 and 3480 Buskirk Avenue, Pleasant Hill, Contra Costa County, California.
The site (in total) is irregular in shape and contains 9.43 acres or 410,594
square feet of land area. The topography is generally level. We have assumed
that the soil's load-bearing capacity is sufficient to support the existing
structures. All essential utilities including electricity, water, sewer, and
telephone are currently serving the site.

     The site does not have good commercial exposure and freeway access is
somewhat difficult. These two factors have a negative impact on demand for
rental space at this building.

     According to Community Panel No. 060034 Panel 1-5, effective September,
1983, the improvements at the subject property are situated in Zone C, an area
designated as being outside of the floodplain. The northwest portion of the
parking area appears to be situated in Zone B, which is within the 100 year
floodplain.

Improvements Description

     Hookston Square consists of two three-story garden style office buildings
containing 191,528 square feet of rentable area. The floor plates for the
facility generally average just under 32,000 rentable square feet. There is a
central courtyard between the two buildings, with extensive waterscapes and
mature landscaping, including historical Oak trees. Tenant services include a
fitness center with sauna, showers and lockers as well as an on-site
delicatessen.

     The improvements are attractive and have been well maintained; however, the
quality of construction is rated fair. The builder reportedly used residential
construction standards and the improvements are considered inferior to the
majority of office product in the competitive market area. The buildings have
brick facades which reportedly were incorrectly applied and require constant
monitoring to replace fallen bricks.

     The mechanical systems include a variable, energy efficient central air
system with two roof mounted, gas fired, package HVAC units per floor. The HVAC
units are rated between 40 and 55 tons each and supply chilled air to variable
air volume (VAV) boxes. Warm air is provided from two gas fired furnaces for
each floor, supplied to the VAV boxes. The HVAC equipment was installed 1983 and
is in fairly good condition. Plumbing and electrical systems are assumed to meet
required building codes. The property has two 2,500 pound hydraulic passenger
elevators in each building. The property has zoned smoke and fire alarm systems,
and a card access security system that restricts non-business hour access.

     As previously mentioned, the subject has concrete surface parking for 636
vehicles, and concrete curbs, and sidewalks. The site is heavily landscaped with
mature trees, lawns, plants and ornamental shrubs.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in average condition. No evidence

================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
================================================================================

of structural damage was observed on our inspection of the improvements.
Further, we are not aware of any major items of deferred maintenance.

================================================================================

                                      -12-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is under the taxing jurisdictions of Contra Costa
County. The Assessors' parcel identification numbers are 148-090-030 and
148-090-034.

<TABLE>
<CAPTION>
===================================================================================================
                      CURRENT ASSESSMENT AND TAX INFORMATION: 1995-96
- ---------------------------------------------------------------------------------------------------
                                 1995/96 Assessed Value
- ---------------------------------------------------------------------------------------------------
                                                                       Tax          Total Taxes  
  Parcel No.         Land        Improvements          Total           Rate       Inc.  Assessments
- ---------------------------------------------------------------------------------------------------
<S>               <C>             <C>                <C>              <C>            <C>            
  148-090-030     $1,686,000      $6,539,000         $8,225,000       1.0375%        $88,135.26     
- --------------------------------------------------------------------------------------------------- 
  148-090-034     $4,135,000      $4,792,000         $8,927,000       1.0375%        $98,797.38     
- ---------------------------------------------------------------------------------------------------
  Totals          $5,821,000.0    $11,331,000.00    $17,152,000.0     1.0375%       $186,932.64     
- ---------------------------------------------------------------------------------------------------
                             0                                  0       
- ---------------------------------------------------------------------------------------------------
(1) Applies to real estate only. Taxes on personal property, improvement fixtures, etc., if any, are
    excluded from the analysis. 
Source: Contra Costra County Assessor
===================================================================================================
</TABLE>
Tax Rates

     The 1996 tax rates have not been determined at this time, the 1995/96 tax
rates have therefore been utilized in our valuation analysis. Based on
Proposition 13, projected taxes for the subject property are grown at 2.0
percent annually.


================================================================================

                                      -13-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                     ZONING
================================================================================

     The subject property zoning designation is PAO: Professional Administrative
Office according to the Planning Department of the City of Pleasant Hill. The
PAO District was established to provide for professional and administrative
office needs. This classification primarily permits office uses. No industrial
or residential uses are allowed.

     This zoning classification requires one parking space per 250 square feet
of gross building area. Based upon the subject's gross building area of 206,550
square feet, this equates to 826 required spaces. According to the ALTA/ACSM
Land Title Survey for the subject property dated June 29, 1994, the subject site
contains 634 parking spaces. Based on the Survey, the subject property is not in
compliance with the current parking requirements. We are not experts in the
interpretation of complex zoning ordinances but the property appears to be a
legal-nonconforming use based on our review of public information. However, the
determination of compliance is beyond the scope of a real estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

================================================================================

                                      -14-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing office zoning and the
surrounding development (which consists of a relatively equal mixture of office,
retail, residential, and vacant land), some type of commercial use would be most
compatible with surrounding development. As discussed in the Office Market
Analysis section of this report, the Pleasant Hill office submarket has a
Mid-Year 1996 occupancy level of approximately 84 percent. Rental rates in the
Pleasant Hill submarket are currently not at the level necessary to support
speculative development. Therefore, it is our opinion the highest and best use
of the site is to hold for future development of some type of office
development.

Highest and Best Use, As Improved

     As noted in the Property Description section of this report, the subject
site is improved with two three-story garden style office buildings which
contain an aggregate of 191,528 square feet of net rentable area. Constructed in
1984, the buildings reflect fair quality construction and are in average
condition. The design and layout are considered to be functional for the current
use.

     The office submarket in which the subject competes has stabilized with
slowly increasing occupancy levels and rental rates, as will be supported by the
data and analysis presented in the balance of this report. Therefore, it is our
opinion that the subject property, as improved, is capable of providing an
adequate return on investment over the foreseeable future. This conclusion is
supported by the data and analysis presented in the balance of this report. For
these reasons, it is our opinion that the highest and best use of this site, as
improved, is for continued use as a garden style office complex.

================================================================================

                                      -15-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                              COST APPROACH
================================================================================

     In this appraisal, we have used the Sales Comparison Approach and the
Income Approach to develop market value estimates for the subject property. The
subject property represents a leasehold interest; therefore, the Cost Approach
is not applicable to the valuation. Because this is a summary report, the level
of detail of presentation is less than that found in a self-contained report.

In the Sales Comparison Approach, we performed the following steps:

     o    Investigated the market for recent sales of similar industrial
          properties.

     o    Analyzed those sales on the basis of the sales price per square foot;
          and

     o    Correlated the value indications into a point value estimate from
          within the range.

In developing the Income Approach we:

     o    Studied the rents in effect in this and competing properties to
          estimate the potential rental income at market levels;

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of expenses and reserves
          for replacement;

     o    Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

     o    Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the term of existing leases. As
          the existing leases expire, the space is estimated to rent at the then
          current market rental rate with appropriate allowances for downtime.
          Spaces now vacant will be rented at market rates and at the time
          intervals discussed in the Income Approach section of this report.
          From potential gross revenues, we subtract vacancy and expenses
          (operating, fixed, and other) to arrive at an estimate of cash flow
          over an 11 year forecast.

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.

================================================================================

                                      -16-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area;

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to common units of comparison, such as price
          per square foot of building area (in this case net rentable area) and
          effective gross income multiplier;

     (5)  making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting the adjusted sales data and draw a logical value
          conclusion.

     The subject represents a leasehold interest and the Sales Comparison
Approach is not directly applicable to the valuation of the subject property;
however, this method has been used as a test of reasonableness for the value
indication from the Income Approach.

     The most widely-used and market-oriented unit of comparison for properties
such as the subject is the sales price per net rentable square foot. All
comparable sales were analyzed on this basis. On the following page is presented
a summary of the improved properties that we compared with the subject property,
and a map showing their locations.

================================================================================

                                      -17-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>


                                 Hookston Square
                           3478 and 3480 Buskirk Road
                       Pleasant Hill, Contra Costa County

                          Office Building Sales Summary
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 Net            
    Comp.                                                                                    Year              Leasable         
     No.                        Name/Location                         Sale Date              Built               Area         
<S>             <C>                                                    <C>                   <C>                <C>        
- -------------------------------------------------------------------------------------------------------------------------------
     I-1        Centre Pointe                                          Apr-96                1982               198,153    
                165-225 Lennon Lane                                                                                        
                Walnut Creek                                                                                               
     I-2        Sutter Square                                          Apr-96                1986               171,161    
                1800 Sutter Street                                                                                         
                Concord                                                                                                    
     I-3        2625-2637 Shadelands Drive                             Apr-96                1980               145,000    
                Walnut Creek                                                                                               
                                                                                                                           
     I-4        11501 Dublin Boulevard                                 Apr-96                1985                41,129    
                Dublin                                                                                                     
                                                                                                                           
     I-5        Canyon Place                                           Dec-95                1981               121,932    
                3150-3180 Crow Canyon Place                                                                                
                San Ramon                                                                                                  
     I-6        1600 S. Main Plaza                                     Dec-95                1983                83,227    
                Walnut Creek                                                                                               
- -------------------------------------------------------------------------------------------------------------------------------

Subject         Hookston Square                                          N/A                 1984               191,528    
                3478 and 3480 Buskirk Avenue
                Pleasant Hill, California

- -------------------------------------------------------------------------------------------------------------------------------
                                                                         Low                 1980                41,129    
                Data Range:                                             High                 1986               198,153    
                                                                        Mean                 1983               126,767    

- -------------------------------------------------------------------------------------------------------------------------------


<CAPTION>



- -------------------------------------------------------------------------------------------------------------------------------
               Percent        Cash          Sale
    Comp.    Occupied on    Equivalent      Price        NOI/
     No.    Date of Sale    Sale Price      Per SF        SF           OAR                  Comments
- -------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>              <C>          <C>          <C>         <C>                               
     I-1      95.0%         $15,900,000      $80.24      $8.84        11.1%       6 two-story office buildings on a 12.3
                                                                                  acre site.  Project was leased to
                                                                                  12 tenants.
     I-2      81.8%         $15,900,000      $92.89      $7.43         8.0%       9-story Class "A" office building
                                                                                  with 6 levels of underground
                                                                                  parking, marketed for 1+ years.
     I-3     100.0%         $11,600,000      $80.00      $8.82        11.0%       2 single story office/R&D
                                                                                  buildings located in Shadelands
                                                                                  business park.
     I-4      51.4%         $2,200,000       $53.49      $5.20         9.7%       2-story office/R&D building.  The
                                                                  pro forma       entire ground floor was vacant at
                                                                                  time of sale.
     I-5      92.0%         $8,750,000       $71.76     $10.28        14.3%       4 two-story frame buildings
                                                                                  located in Canyon Place Office
                                                                                  Park.
     I-6      90.0%         $8,850,000      $103.00     $11.27        10.6%       2 four-story light steel frame
                                                                                  Class "A" office buildings.
                                                                                  
- -------------------------------------------------------------------------------------------------------------------------------

Subject       91.2%            N/A            N/A        $8.10*        N/A
            
            
- -------------------------------------------------------------------------------------------------------------------------------

Data Range: 
   Low        51.4%         $2,200,000       $53.49      $5.20         8.0%
  High       100.0%         $15,900,00      $103.00     $11.27        14.4%
  Mean        85.0%        $10,533,333       $80.23      $8.64        10.8%

- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


*    Note: The subject's NOI per square foot is based on the income forecasted
     in the Income Approach of this report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                      --------------------------
                                                      VALUATION ADVISORY SERVICE
                                                      --------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

     The comparable properties utilized in this analysis are considered the best
indicators of value for the subject from a physical standpoint. Generally
speaking, the investment market for the subject property is limited due to the
leasehold property rights.

Sales Price Per Square Foot Analysis

     The six comparables indicate sales prices ranging from $53.49 to $103.00
per square foot of net rentable area on a cash equivalent basis. The prices per
square foot are influenced by the differences in construction quality, occupancy
levels, character of the tenancy, economics, and location. Nevertheless, it is
important to address each property in terms of the conventional sequence of
adjustments. Following are those considerations which are relevant to the
subject. The first three elements must be considered in advance of applying any
other compensating factors to derive value conclusions via the sales price per
square foot methodology.

     Property Rights Conveyed

     The subject property represents a leasehold estate while the comparables
represent leased fee estates. Downward adjustments to the comparables are
required to reflect the fact that the subject site is not owned in fee and that
the improvements will eventually revert to the landowner.

     Seller Financing/Cash Equivalency 

     All of the comparables were sold on the basis of cash to the seller. Thus,
we have made no adjustments to the comparables for seller financing.

     Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

     Other

     Because of the multiple differences inherent in office properties with
respect to quality and design, location, and, in this case economics, not to
mention the quality of the tenant base, mathematical adjustments for the
reasoning noted above would be extremely difficult, at best.

     In our opinion, Comparables I-1, I-3, and I-5 are most similar to the
subject in that they are Class B properties in secondary locations. These
comparables sold for $80.24, $80.00 and $71.56 per square foot. Based upon all
of the above data, we believe the value of the subject would be in the range of
$70.00 to $75.00 per square foot of net rentable area. Thus, our value range by
the Sales Price Per Square Foot method is as follows:

================================================================================
                       Sales Price Per Square Foot Summary
================================================================================
    Net Rentable Area              Sales Price Per        Indicated
        (SF)                         Square Foot            Value
================================================================================
       191,528             x            $70.00   =        $13,406,960
                                     Rounded To:          $13,400,000
       191,528             x            $75.00   =        $14,364,600
                                     Rounded To:          $14,360,000
================================================================================

                                      -19-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

     In conclusion, the analysis resulted in the following value ranges:
$13,400,000 to $14,360,000 based on the sales price per square foot methodology.
Based on the above noted sales and analysis, our estimate of value for the
subject via the Sales Comparison Approach is $14,000,000, which equates to
$73.10 per square foot of net rentable area.





================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multi-tenant office buildings, i.e., multiple leases, with
staggered lease terms and varying lease structures; the lease-up of vacant
space; and differing tenant finish allowances, depending upon whether the space
is in a shell or second generation state.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method, in an attempt to
mirror the expectations relative to those variables. Overall, office market
conditions are still below normalized levels (although segments of the market
are strengthening rapidly). Consequently, the discounted cash flow method
affords the most realistic method of reflecting investor expectations of the
current period, as well as the projected recovery (primarily rental rates in the
subject's case). Also, the discounted cash flow methodology can better quantify
the impact of multi-tenant leases, with staggered lease terms and varying rental
rate structures than the direct capitalization technique. Therefore, it is our
opinion that the discounted cash flow method is the most appropriate method in
the valuation of the subject property. As such, the direct capitalization method
will not be used in this analysis. However, at the conclusion of the Income
Approach, we will analyze the resulting overall capitalization rate derived from
the discounted cash flow analysis as a check for reasonableness.

     In the following sections, we will first analyze the subject's existing
leases and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

Summary of Existing Leases

     Based on the rent roll provided by the property manager, there were 33
leased suites as of the effective date of value. The total occupied area was
reported at 174,118 feet of net rentable area. The management office (622 square
feet) is considered occupied space. We have included this space in our analysis
for occupancy purposes, but have not assigned a rent in the future. Therefore,
the total occupied area is 174,740 square feet, with 16,788 square feet vacant.
This equates to an occupancy factor of 91.13 percent. A rent roll of the subject
property

================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

abstracting the existing leases is located in the Addenda. The property manager
reported that the suites had been remeasured and new leases were being written
based on the remeasured areas. The net rentable area is thus in flux until all
leases have been written to the remeasured area. The property manager stated
that the aggregate net rentable area was not available to the appraisers.
Therefore, we have utilized the net rentable area reported on the Rent Roll
dated July 19, 1996.

     The most significant lease at the subject property is with Brown and
Caldwell, a regional engineering firm, which can be viewed as the anchor tenant
of this development. Brown & Caldwell occupies 58,545 square feet or just over
30 percent of the total project. The current rental rate is $15.96 per square
foot annually with an increase to $17.40 per square foot in September of 1998.
The lease expires on August 31, 2000.

     The most notable recent lease has been to Foundation for Education for
6,336 square feet for a five year term at $15.96 per square foot. The lease was
negotiated in 1995, signed in February 1996 and will commence in September of
1996. The tenant provided their own TI's, resulting in an effective rental rate
below current market rent.

     The Pacific Business Center leased 13,748 square feet for a 5 year term in
September of 1995 with an annual rental rate of $17.40 per square foot. Tenant
improvements were reported at approximately $10.00 per square foot by the
leasing agent.

Assumptions Regarding the Existing Leases

     With the exception of the previously noted changes, our analysis
specifically assumes the existing tenants will remain in the property and
continue paying rent under the terms of their leases. Information provided by
management indicates that no tenants are currently in default of their lease,
and the tenant base, which includes a number of local businesses, generally
appears to be stable.

Lease Expirations

     With respect to the current leasing structure, there are three tenants with
leases expiring during 1997, which comprises approximately 3.5 percent of the
total net rentable area. There are four tenants comprising just less than 9.5
percent of net rentable area with expiration dates in 1998, while 12.5 percent
of the rentable area is exposed during 1999. Thus, over the next three years
(1997-1999), the percentage of space expiring is slightly more than 25 percent
of the building. In years 2000 and 2001 have the largest percentage of space
expiring at 12.9 and 47.14 percent, respectively. Thus, over the near to
intermediate term, the leasing exposure is significant from a risk perspective.

     None of the renewal options contained in the existing leases specify below
market rates. Therefore, at the expiration of those leases which contain renewal
options, we have assumed normal renewal probabilities.

Estimate of Current Market Rent

     According to the leasing agent, current quoted rental rates at the subject
property generally range from $16.20 to $17.40 per square foot annually, on a
full service basis. Quoted tenant

================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

finish allowances range from $5.00 to $10.00 per square foot. Typically, tenant
finish for second generation space is $3.00 to $5.00 per square foot. In order
to gauge the reasonableness of the quoted rent and form a conclusion as to the
current market rent for the subject property as of the appraisal date, we
conducted a survey of five office buildings totaling 538,169 square feet of net
rentable area. These comparables are considered to be the subject's direct
competition. On the following page is a summary of properties utilized in our
rent comparable analysis.


================================================================================

                                      -23-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------

                                                                                Net        
Rent                                                             Number of    Rentable     Load
No.        Name/Location                   Class   Year Built    Stories      Area (SF)    Factor
<S>        <C>                              <C>       <C>          <C>         <C>         <C>
- ------------------------------------------------------------------------------------------------------
R-1        The Terraces                      A        1987          6          128,131     13.6%
           2300 Contra Costa Boulevard                                                     
           Pleasant Hill

R-2        Station Plaza                     B        1988          3           52,339     12.0%
           3100 Oak Road                                                                   
           Pleasant Hill/BART

R-3        Buskirk Bart Executive Center     B        1980          3           60,000     12.0%
           2950 Buskirk Avenue                                                             
           Pleasant Hill/BART

R-4        Sutter Square                     A        1986          9          180,000     11.0%
           1800 Sutter Street                                                              
           Concord

R-5        Urban West                        B        1986          5          117,699     12.1%
           1350 Treat Boulevard                                                            
           Pleasant Hill/BART

- ------------------------------------------------------------------------------------------------------
Subject    Hookston Square                   B        1984          3          191,528     12.0%
           3478 and 3480 Buskirk Avenue                                                    
           Pleasant Hill, California                                                       
- ------------------------------------------------------------------------------------------------------

           Data Range:                       Low      1980          3           52,339     11.0%
                                             High     1988          9          180,000     13.6%
                                             Mean     1985          5          107,634     12.1%
- ------------------------------------------------------------------------------------------------------


<CAPTION>
- -------------------------------------------------------------------------------------------
                                              
                     Quoted Rental Rate                           Tenant Improvement Cost
                      Per Square Foot                              Per Square Foot       
                     ------------------    Lease                  -----------------------   
Rent       Percent                         Term       Expense      New          Renewal
No.        Leased      Low       High     (Years)    Stop (SF)    Leases        Leases
<S>         <C>       <C>       <C>       <C>       <C>          <C>          <C>         
- -------------------------------------------------------------------------------------------
R-1         95.8%     $18.60    $19.80    3 -  5    Base Year     $10.00      Negotiable
                                                      Stop
       

R-2         80.1%     $22.20    $22.20    3 -  5    Base Year     $15.00      Negotiable
                                                      Stop
       

R-3         98.1%     $18.00    $19.20    3 -  7    Base Year     $10.00         $5.00
                                                      Stop
       

R-4         82.8%     $18.60    $18.60    3 -  7    Base Year     $10.00         $5.00
                                                      Stop                       
       

R-5         77.0%     $21.60    $22.20    3 -  5    Base Year     $15.00      Negotiable 
                                                      Stop
       
- -------------------------------------------------------------------------------------------
Subject     91.2%     $16.20    $18.00    3 -  5    Base Year     $10.00         $3.00
                                                      Stop                         to
                                                                                 $5.00
- -------------------------------------------------------------------------------------------
Data Range:
 Low        77.0%     $18.00    $18.60    3 -  5       N/A        $10.00         $5.00
 High       98.1%     $22.20    $22.20    3 -  7       N/A        $15.00         $5.00
 Mean       86.8%     $20.40    $19.80    3 -  6       N/A        $12.00         $5.00
- -------------------------------------------------------------------------------------------

</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                      --------------------------
                                                      VALUATION ADVISORY SERVICE
                                                      --------------------------
<PAGE>


                                                            Income Approach
================================================================================

     The rates summarized above indicate the quoted rental rate for the
comparable properties. In some cases, the actual effective rates being achieved
for recent leases was unavailable. In those instances where the leasing agent
indicated the effective rate, it was either the same as the quoted rate or
slightly lower.

     We were able to obtain actual lease information on four of the subject's
competing buildings. These four buildings, which are considered to be either
slightly inferior to similar to the subject, showed a rather substantial amount
of leasing activity over the past 12 months or so. The four buildings exhibited
effective lease rates ranging from about $16.00 to $21.00 per square foot. The
tenant improvement allowances ranged from $0 to about $15.00 per square foot.
The majority of renewal leases were done as-is while a few were done with up to
about $5.00 per square foot in tenant improvement allowances. New tenants
typically exhibited a higher rate of tenant improvement allowances of over
$10.00 per square foot. Lastly, the actual leases demonstrate the beginnings of
a rising market in terms of lease rates.

     In summary, there is a relatively wide range in rental rates among the
comparables. This is attributed to the respective quality and location of the
individual properties. The quoted rental rates range from $18.00 to $22.20 per
square foot on a full service basis. All of the comparables are quoting base
year operating expense stops and a range of tenant finish allowances up to
$15.00 per square foot for second generation space.

     In addition to the comparison with the surveyed properties noted above, we
have also taken into consideration the recent leases which have been executed at
the subject property. Most of the recent leases have average rental rates
between $15.60 and $18.46 per square foot, on a full-service basis. Tenant
finish allowances range from $0.00 to $10.00 per square foot for new tenants and
from $0.00 to $5.00 per square foot for renewals. The majority of the recent
leases have terms of three to five years, and most reflect base year expense
stops or a stated dollar expense stop. In general, the reasons for the range in
base rental rates in the recent leases include: (1) the size, location, and
physical condition of the space leased, (2) the amount of the tenant improvement
allowance provided by the landlord, and (3) the creditworthiness of the tenant.
The length of the term can be another contributing factor.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of appraisal:

     1)   The market rental rate for the subject is estimated to equate to
          $17.00 per square foot of net rentable area, full service. This is
          within the range that the leasing agent is currently marketing the
          space at.

     2)   In future leases, a base year expense stop is tied to the projected
          year a lease commences.

     3)   Future leases are assumed to have a five year lease term, which
          attempts to recognize that the majority of the tenants will execute
          leases between three and seven years.

================================================================================

                                      -25-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

     4)   The tenant improvement allowance is projected to be $10.00 per square
          foot for new tenants that lease second generation space and $5.00 per
          square foot for tenant renewals of second generation space.

Rental Rate Forecast

     Several brokers indicated to us that the office buildings that compete with
the subject property are beginning to experience rental rate increases. Our
historical survey presented earlier in the Market Analysis section supports this
contention. Furthermore, it is our opinion that the subject will likely
experience rental rate increases over the next few years as the regional economy
continues to improve.

     We have forecasted a 4.0 percent increase in the market rental rate for the
subject property in 1996, 5.0 percent in 1997 and 1998, and a 4.0 percent
increase thereafter.

Expense Recovery Income

     Most of the existing leases have provisions for expense pass throughs above
a base year or stated expense stop. The allowable expenses included in the
expense recoveries for leases include all items of expense except the management
fee, leasing and promotion expenses, capital replacements, tenant improvements,
and leasing commissions. The recovery income reflected in our cash flow analysis
is based on the terms of the existing tenant leases, plus a base year expense
stop applied to all future contracts.

Miscellaneous (Other) Income

     Historically, the subject property has generated nominal miscellaneous
income from a variety of sources. Primarily, this income is attributable to
vending income, charges to tenants for keys, lock changes, and security cards.
The amount of miscellaneous income has ranged from a high of $2,265 in 1995 to a
low of $273 in 1996 year to date. The 1996 budget forecasts no income from this
category and this is supported by the year to date information. Giving primary
weight to the more recent figures, we have not projected miscellaneous income
for the subject property.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent.

     We have projected a 75 percent renewal probability based on discussions
with the leasing agent and property manager . The average downtime is estimated
at six months upon the expiration of every lease with an average lease term of
five years. This equates to a 3.2 percent vacancy factor (two months divided by
62 months including the two months vacancy). Additionally, a collection loss
factor of 2.0 percent is being projected for all tenants, except those larger,
credit-worthy tenants.

     The average occupancy level of the subject property's submarket is 84
percent and the average occupancy for Class B space is 89 percent. The weighted
average occupancy of the

================================================================================
                                      -26-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

subject's direct competition is 86.8 percent. The projected occupancy for the
subject over the holding period is 94.31%. This is considered reasonable given
the current strengthening market conditions and the subject's current
performance which is exceeding its competitive submarket.

Operating and Fixed Expenses

     On the facing page is our Income and Expense Summary for the subject
property. We based our estimated operating expenses on a review of the 1995
actual itemized expenses for the subject property (1994 data was unavailable).
In addition, we were provided with the property's 1996 budget. Finally, this
data was compared with known operating statements of similar office projects,
and consultations with the local property management personnel, as well as
Cushman & Wakefield's Management staff.

     Total operating expenses were $8.38 per square foot in 1995 and are
projected at $8.29 per square foot in the 1996 budget.

     As illustrated in the preceding chart, the expenses reflect a reasonable
trend over the period for which we have historical data. Based on the data
provided by the property manager, as well as data contained in our files, we
have made Year One expense projections as illustrated in preceding chart. All of
the above mentioned expense categories have been grown at three and one-half
percent except property taxes, which are grown at 2.0% based upon California Tax
Law.

Operating Expenses

     Management - Based upon discussions with Cushman & Wakefield's Management
     Services staff, this expense typically includes management, bookkeeping,
     and general accounting costs associated with the operation of the property.
     The operating statements we were provided indicate a management fee of 2.1
     percent of effective gross income has historically been charged. Based on
     the management fees for similar buildings, we consider a management fee of
     3.0 percent of effective gross income to be appropriate.

     Property Taxes - Real Estate Taxes are based upon the 1995/96 tax rate
     applied to the appraised value.

     Ground Rent - This expense is based on the terms of the subject's ground
     lease which expires in 2031 but has two 25 year options. While the ground
     lease is considered relatively favorable to the leasehold position, it
     still represents an added risk to ownership. The ground rent is currently
     $201,732 per year but will increase to $229,360 in 1997 according to
     current ownership. The ground rent is increased every five years based on
     growth in CPI. We have estimated annual CPI growth at 3.5%, thus in the
     sixth year of the cash flow the ground rent is increased to $269,498
     annually.

Other Expenses:

     Other operating expenses include Tenant Improvements and Leasing
Commissions. The probability of incurring future leasing commissions and tenant
alterations is based on a 75 percent

================================================================================

                                      -27-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

probability of turnover (an existing tenant vacates a space and the space is
released to a new tenant) and a 25 percent probability of rollover (an existing
tenant relets his space).

     Tenant Improvements - We have factored a $10.00 per square foot allowance
     for second generation space and an allowance of $5.00 per square foot is
     projected for tenant renewals. The weighted average finish-out allowance
     for all tenants is therefore equals to $6.65 per square foot.

     Tenant improvement costs are projected to increase at a rate of four
     percent per year through the projection period.

     Leasing Commissions - For the period under analysis, leasing commissions
     for all new leases are estimated to be 5.0 percent. Renewal commissions are
     projected at 2.5 percent.

     As a result of these projections, the weighted average commission applied
     to all expiring space is equal to 3.125 percent.

     Capital Replacements/Reserves - Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Based on the
     expense behavior of other comparable properties and the age of the subject
     property, we have estimated capital replacements/reserves at $0.10 per net
     rentable square foot, increasing by four percent per year throughout our
     analysis.

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for 1996 equates to $1,588,014 ($8.29 per square foot of net rentable
area), excluding the capital replacements, tenant improvements and the leasing
commissions. Our total projected expenses appear reasonable when compared to the
historical experience and the 1996 budgeted amount. The primary difference is
the increase in the tax assessment.

Cash Flow Model 

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Plus+ computer program. The program has the flexibility to allow for a
tenant by tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. Our eleven-year and five month discounted cash flow analysis can be
found on the following page.

================================================================================

                                      -28-

                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                       HOOKSTON SQUARE, PLEASANT HILL, CA
                            PROJECT DESIGNATOR: HOOK
                            REVISION: 7/31/96 @ 11:46
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 8/1/96 FOR 15 YEARS
                                 7/31/96 @ 11:47

<TABLE>
<CAPTION>

                            FY1997        FY1998        FY1999        FY2000        FY2001   
<S>                        <C>           <C>           <C>           <C>           <C>      
INCOME

MINIMUM RENT:
ALL TENANTS                3,020,966     3,245,244     3,378,797     3,414,476     3,141,855
                          ----------    ----------    ----------    ----------    ----------
TOTAL MINIMUM RENT         3,020,966     3,245,244     3,378,797     3,414,476     3,141,855

RECOVERIES
REIMBURSABLE EXP             183,096       202,124       206,355       230,397        81,071
                          ----------    ----------    ----------    ----------    ----------
TOTAL RECOVERIES             183,096       202,124       206,355       230,397        81,071



                          ----------    ----------    ----------    ----------    ----------
GROSS RENTAL INCOME        3,204,062     3,447,368     3,585,152     3,644,873     3,222,926
CREDIT LOSS                  (64,081)      (68,947)      (71,703)      (72,898)      (64,458)
                          ----------    ----------    ----------    ----------    ----------
TOTAL INCOME               3,139,981     3,378,421     3,513,449     3,571,975     3,158,468

EXPENSES
- --------

GROUND LEASE PAYMENTS        217,848       229,360       229,360       229,360       229,360
PROPERTY TAX EXP             159,096       162,278       165,523       168,834       172,210
UTILITIES                    469,392       485,820       502,824       520,423       538,638
ADMINISTRATION                28,061        29,044        30,060        31,112        32,201
PAYROLL                      119,389       123,567       127,892       132,368       137,001
BUILDING  SERVICES           188,777       195,384       202,223       209,301       216,626
SECURITY                      68,572        70,972        73,456        76,027        78,688
GROUNDS MAINTENANCE           47,960        49,638        51,376        53,174        55,035
REPAIRS & MAINTENANCE         80,613        83,434        86,355        89,377        92,505
ADVERTISING & MARKETING       14,616        15,128        15,658        16,206        16,773
INSURANCE                     99,491       102,973       106,577       110,307       114,168
MANAGEMENT FEE                94,199       101,353       105,404       107,159        94,754
                          ----------    ----------    ----------    ----------    ----------
TOTAL EXPENSES             1,588,014     1,648,951     1,696,708     1,743,648     1,777,959
                          ----------    ----------    ----------    ----------    ----------
NET OPERATING  INCOME      1,551,967     1,729,470     1,816,741     1,828,327     1,380,509

ALTERATIONS                  109,541       161,835       162,027        98,189       708,410
COMMISSIONS                   47,369        72,514        79,136        50,360       392,773
RESERVES                      19,150        19,820        20,514        21,232        21,975
                          ----------    ----------    ----------    ----------    ----------
CASH FLOW                  1,375,907     1,475,301     1,555,064     1,658,546       257,351

<CAPTION>

                            FY2002        FY2003        FY2004        FY2005         FY2006       FY2007        FY2008
<S>                        <C>           <C>           <C>           <C>           <C>           <C>           <C>      
INCOME

MINIMUM RENT:
ALL TENANTS                3,889,634     4,075,311     4,217,095     4,415,892     3,853,674     4,772,520     4,950,506
                          ----------    ----------    ----------    ----------    ----------    ----------    ----------
TOTAL MINIMUM RENT         3,889,634     4,075,311     4,217,095     4,415,892     3,853,674     4,772,520     4,950,506

RECOVERIES
REIMBURSABLE EXP              97,518       128,874       144,741       163,548       119,540        88,156       110,885
                          ----------    ----------    ----------    ----------    ----------    ----------    ----------
TOTAL RECOVERIES              97,518       128,874       144,741       163,548       119,540        88,156       110,885



                          ----------    ----------    ----------    ----------    ----------    ----------    ----------
GROSS RENTAL INCOME        3,987,152     4,204,185     4,361,836     4,579,440     3,973,214     4,860,676     5,061,391
CREDIT LOSS                  (79,743)      (84,084)      (87,237)      (91,589)      (79,464)      (97,214)     (101,228)
                          ----------    ----------    ----------    ----------    ----------    ----------    ----------
TOTAL INCOME               3,907,409     4,120,101     4,274,599     4,487,851     3,893,750     4,763,462     4,960,163

EXPENSES
- --------

GROUND LEASE PAYMENTS        252,774       269,498       269,498       269,498       269,498       269,498       269,498
PROPERTY TAX EXP             175,655       179,168       182,751       186,406       190,134       193,937       197,816
UTILITIES                    557,490       577,002       597,197       618,099       639,733       662,123       685,298
ADMINISTRATION                33,328        34,495        35,702        36,952        38,245        39,583        40,969
PAYROLL                      141,796       146,759       151,896       157,212       162,715       168,410       174,304
BUILDING  SERVICES           224,208       232,055       240,177       248,583       257,284       266,289       275,609
SECURITY                      81,442        84,293        87,243        90,296        93,457        96,728       100,113
GROUNDS MAINTENANCE           56,961        58,955        61,018        63,154        65,364        67,652        70,020
REPAIRS & MAINTENANCE         95,743        99,094       102,562       106,152       109,867       113,712       117,692
ADVERTISING & MARKETING       17,360        17,967        18,596        19,247        19,921        20,618        21,340
INSURANCE                    118,164       122,299       126,580       131,010       135,596       140,341       145,253
MANAGEMENT FEE               117,222       123,603       128,238       134,636       116,813       142,904       148,805
                          ----------    ----------    ----------    ----------    ----------    ----------    ----------
TOTAL EXPENSES             1,872,143     1,945,188     2,001,458     2,061,245     2,098,627     2,181,795     2,246,717
                          ----------    ----------    ----------    ----------    ----------    ----------    ----------
NET OPERATING  INCOME      2,035,266     2,174,913     2,273,141     2,426,606     1,795,123     2,581,667     2,713,446

ALTERATIONS                  124,325       127,419       135,958       124,258       657,697       129,163       173,294
COMMISSIONS                   69,306        73,795        81,671        77,184       446,752        87,349       121,283
RESERVES                      22,744        23,450        24,364        25,217        26,099        27,013        27,958
                          ----------    ----------    ----------    ----------    ----------    ----------    ----------
CASH FLOW                  1,818,891     1,950,159     2,031,148     2,199,947       664,575     2,338,142     2,390,911


</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.

                   ========================================
                       Summary of Capitalization Rates 
                   ========================================
                    Sale                 Capitalization
                     No.                      Rate    
                   ========================================
                      1                      11.1%
                      2                       8.0%
                      3                      11.0%
                      4                    9.7%(pro forma)
                      5                      14.3%
                      6                      10.6%
                   ========================================

     The subject represents a unique product within its marketplace due to its
leasehold interest. Market participants stated that the leasehold position
warranted a 200 basis point increase in the going-in capitalization rate when
compared to a leased fee interest. Based on our discussions with market
participants as well the Comparable Sales an appropriate going-in rate for the
subject would most likely be in the 12.0 to 12.5 percent range.

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including possible changes in market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by the
fact that capitalization rates are failing (which is not reflected in the
sales), we are of the opinion that a 13.0 percent terminal capitalization rate
is appropriate to apply to the subject's projected net operating income in the
eleventh year.

     From this projected sales price, the estimated costs of sale for such items
as real estate commissions, closing costs, legal fees, as well as others, must
be deducted. We have estimated these cost to be two percent of the sales price
resulting in cash flow from the sale of the property in the tenth year.

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-

================================================================================

                                      -30-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

quality real property. The yield rate (internal rate of return or IRR) is the
single rate that discounts all future equity benefits (cash flows and equity
reversion) to an estimate of net present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================
                 CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
       SUMMER 1996 NATIONAL INVESTOR SURVEY FOR SUBURBAN OFFICE BUILDINGS
================================================================================
                                               INCOME     EXPENSE
        GOING IN    TERMINAL        IRR        GROWTH      GROWTH
       ------------------------------------------------------------- Projection
       LOW    HIGH  LOW  HIGH   LOW    HIGH   LOW  HIGH   LOW   HIGH   Period
       =========================================================================
Mean   9.2    9.8   9.6  10.1   12.9   13.5   3.6   4.1   3.4   3.6  7.7-8.7 YRS
- --------------------------------------------------------------------------------
Range  8.0   12.0   8.5  11.0   10.5   20.0   2.0   7.0   2.0   4.3  5-11 YRS
- --------------------------------------------------------------------------------
No. of Responses: 37 TO 45
================================================================================

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality office building properties
in the United States. The entire survey is included in the Addenda to this
report.

     The investors internal rates of return cited above range from 10.5 to 20.0
percent with the high end of the range reflecting a rate appropriate for
properties which require more active management and involvement due to leasing
issues and/or additional capital investment for physical issues. We have
selected a 12.5 percent discount rate for the subject property.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart

     The discounted cash flow analysis can be found on the following page.

================================================================================

                                      -31-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================


        PURCHASE/SALE YIELD TABLE FOR HOOKSTON SQUARE, PLEASANT HILL, CA
                            REVISION: 7/31/96 @ 11:46
                                 7/31/96 @ 11:48
             Purchase Price(000's)/Cap Going In as a function of IRR
             All Cash analysis (Purchased August 1996 Sold July 2006)

                          Sale Price(000s)/Terminal Cap

                              20,002   19,223  18,502   17,833
               IRR            12.50    13.00   13.50    14.00
- --------------------------------------------------------------------------------
               11.50          15,257   14,994  14,752   14,526
                              10.17    10.35   10.52    10.68
               12.00          14,783   14,532  14,300   14,085
                              10.50    10.68   10.85    11.02
               12.50          14,329   14,090  13,868   13,662
                              10.83    11.02   11.19    11.36
               13.00          13,895   13,665  13,453   13,256
                              11.17    11.36   11.54    11.71
               13.SO          13,478   13,259  13,056   12,867
                              11.51    11.71   11.89    12.06
               14.00          13,079   12,869  12,674   12,494
                              11.87    12.06   12.25    12.42

================================================================================

                                      -32-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Conclusions Via the Income Approach

     The resulting value estimate is $14,090,000, or $73.57 per net rentable
square foot, which results in an implied going-in capitalization rate of 11.01
percent.



================================================================================

                                      -33-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

              Sales Comparison Approach                        $14,000,000
              Income Approach                                  $14,090,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     The Cost Approach was not relied upon in this instance because the subject
property represents a leasehold interest in the site.

     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than it would cost to buy a comparable substitute property. In this approach,
the subject property was compared with five office building sales. We analyzed
the sales using the sales price per square foot method. Although various
dissimilarities between the sales and the subject were noted, the general
analysis is believed to provide reasonable support for our value conclusion. As
such, the Sales Comparison Approach is afforded appropriate weight in the final
conclusion.

     The Income Approach is based upon investor expectations for the income
stream generated by an income producing property. After estimating gross income
and the absorption of the vacant space, deductions were made for vacancy and
collection losses, and variables fixed and other expenses. The resulting net
operating income was then converted into an indication of value by means of
discounted cash flow model.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, as supported by the Sales Comparison Approach, we have formed an
opinion that the market value of the leasehold estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 24, 1996, was:

                            FOURTEEN MILLION DOLLARS
                                   $14,000,000

================================================================================

                                      -34-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                 Reconciliation and Final Estimate of Value
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time is subsequent to
the effective date of the appraisal, and exposure time is presumed to precede
the effective date of appraisal.

     The estimate of marketing time uses some of the same data analyzed in the
process of estimating the reasonable exposure time and is not intended to be a
prediction of a date of sale.

     Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would approximate 12 months or less.

================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1)   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2)   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3)   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4)   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5)   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

6)   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental

================================================================================

                                      -36-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

     consents have been or can be obtained and renewed for any use on which the
     value estimate contained in the Appraisal is based.

7)   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8)   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9)   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10)  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11)  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.

================================================================================

                                      -37-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

     1)   We, John C. Vaughan and Kenneth E. Matlin have inspected the property,
          and 1, Kenneth E. Matlin, MAI, have reviewed the report and concur
          with the findings contained herein.

     2)   The statements of fact contained in this report are true and correct.

     3)   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4)   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8)   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9)   As of the date of this report, Kenneth E. Matlin, MAI, has completed
          the requirements of the continuing education program of the Appraisal
          Institute.


/s/ John C. Vaughan
- ---------------------------------------
John C. Vaughan
Valuation Advisory Services
California StatL,6 License No. AGO02680


/s/ Kenneth E. Matlin
- ---------------------------------------
Kenneth E. Matlin, MAI
Managing Director
Valuation Advisory Services
California State License No. AGO02022

================================================================================

                                      -38-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                                    ADDENDA
================================================================================














================================================================================

                                      -39-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>




                       HOOKSTON SQUARE, PLEASANT HILL, CA
                            PROJECT DESIGNATOR: HOOK
                            REVISION: 7/31/96 @ 11:46
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 7/31/96 @ 13:13


BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF HOOKSTON SQUARE, PLEASANT HILL, CA BEGINNING 8/1996
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

GBA
1996 VALUE -     206,55O
THEREAFTER - CONSTANT

NRA
1996 VALUE -     191,528
THEREAFTER - CONSTANT


GROWTH RATES
- ------------

TAXG
1996 VALUE -       2.00
THEREAFTER - CONSTANT

CPI
1996 VALUE -       3.50
THEREAFTER - CONSTANT

EXPG
1996 VALUE  -      3.50
THEREAFTER  - CONSTANT

RNTG
1996 VALUE  -      4.00
1997 VALUE  -      5.00
1998 VALUE  -      5.00
1999 VALUE  -      4.00
THEREAFTER  - CONSTANT


MARKET RATES
- ------------

MKTR
1996 VALUE -       17.00




                                                                          PAGE 2


THEREAFTER - GROWING AT GROWTH RATE RNTG

NTIS
1996 VALUE -       10.00
THEREAFTER - GROWING AT GROWTH RATE CPI

RNTI
1996 VALUE -        5.00

THEREAFTER - GROWING AT GROWTH RATE CPI
                                                                    

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


BLTI
+25.0% OF NTIS +75.0% OF RNTI


MISCELLANEOUS INCOMES
- ---------------------

NONE


EXPENSES
- --------

GROUND LEASE PYMTS, REFERRED TO AS GRND
CHARGED AGAINST  NET OPERATING INCOME
1996 VALUE -     201,732
1997 VALUE -     229,360
1998 VALUE -     229,360
1999 VALUE -     229,360
2000 VALUE -     229,360
2001 VALUE -     229,360
2002 VALUE -     269,498
THEREAFTER - CONSTANT

PROPERTY TAX EXP , REFERRED TO AS TAXX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     157,261
THEREAFTER - GROWING AT GROWTH RATE TAXG

UTILITIES        , REFERRED TO AS UTLX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     460,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

ADMINISTRATION  , REFERRED TO AS ADMX
04ARGED AGAINST NET OPERATING INCOME
1996 VALUE -      27,500
THEREAFTER - GROWING AT GROWTH RATE EXPG

PAYROLL          , REFERRED TO AS PAYX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     117,000




                                                                          PAGE 3


THEREAFTER - GROWING AT GROWTH RATE EXPG

BUILDING SERVICES , REFERRED TO AS BLDX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     185,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

SECURITY           , REFERRED TO AS SECX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      67,200
THEREAFTER - GROWING AT GROWTH RATE EXPG

GROUNDS MAINTENANCE, REFERRED TO AS GNDX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      47,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

REPAIRS & MAINTEN., REFERRED TO AS R&MX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      79,000
THEREAFTER - GROWING AT GROWTH RATE EXPG
ADVERTISING & MKTG, REFERRED TO AS ADVX
CHARGED AGAINST NET OPERATING INCOME                    
1996 VALUE - 14,324                            


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


THEREAFTER - GROWING AT GROWTH RATE EXPG

INSURANCE          , REFERRED TO AS INSX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -       97,500
THEREAFTER - GROWING AT GROWTH RATE EXPG

REIMBURSABLE  EXP. , REFERRED TO AS REIM
AN INFORMATIONAL EXPENSE
+100.0% OF  GRND+100.0% OF TAXX
+100.0% OF  UTLX+100.0% OF ADMX
+100.0% OF  PAYX+100.0% OF BLDX
+100.0% OF  SECX+100.0% OF GNDX
+100.0% OF  R&MX+100.0% OF ADVX
+100.0% OF  INSX


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -        2.00
THEREAFTER - CONSTANT




                                                                          PAGE 4


MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1996 VALUE -        3.00
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -   0.000% OF TOTAL RENT

STANDARD METHOD #2 -   0.000% OF TOTAL RENT

STANDARD METHOD #3 -   0.000% OF TOTAL RENT

STANDARD METHOD #4 -   0.000% OF TOTAL RENT

STANDARD METHOD #5  -  0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1  - CASHED OUT

STANDARD METHOD #2  - CASHED OUT

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4  - CASHED OUT

STANDARD METHOD #5  - CASHED OUT


ALTERATION CALCULATION
- ----------------------

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT




                                                                          PAGE 5


STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

RESERVES FOR REPL.
1996 VALUE -       19,150
THEREAFTER -  GROWING AT GROWTH RATE CPI


PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE


COST CENTERS
- ------------

NONE


SALES VOLUME PROFILE
- --------------------

           PERCENT OF        RELATIVE
MONTH     ANNUAL SALES        VOLUME
- -----     ------------       --------
 JAN            8.33%            1.00
 FEB            8.33%            1.00
 MAR            8.33%            1.00
 APR            8.33%            1.00
 MAY            8.33%            1.00
 JUN            8.33%            1.00
 JUL            8.33%            1.00
 AUG            8.33%            1.00
 SEP            8.33%            1.00

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 6


           OCT           8.33%            1.00
           NOV           8.33%            1.00
           DEC           8.33%            1.00
                       -------         -------

           TOTALS      100.00%           12.00


GLOBAL  RECOVERIES
- -----------------

REIMBURSABLE EXP. , REFERRED TO AS GREC
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

NONE


TENANTS


THERE ARE A TOTAL OF 37 LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

# 1 - SUITE 01-100 , FOUNDATION FOR EDU
BASE LEASE DATES:    2/1996 TO 8/2001
TYPE OF TENANT:      OFFICE
SQUARE FOOTAGE:       6,336
SUBJECT TO VACANCY ALLOWANCE




                                                                          PAGE 7


           MINIMUM RENT: 
1997 VALUE - 15.96/SF/YR 
1998 VALUE - 16.52/SF/YR 
1999 VALUE - 17.10/SF/YR 
2000 VALUE - 17.70/SF/YR 
2001 VALUE - 18.31/SF/YR 
2002 VALUE - 18.96/SF/YR 
THEREAFTER - GROWING AT GROWTH RATE CPI

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                       HOOKSTON SQUARE, PLEASANT HILL, CA
                            PROJECT DESIGNATOR: HOOK
                            REVISION: 8/ 5/96 @ 11:05
                           PROJECT ASSUMPTIONS REPORT
                                FOR TENANTS ONLY
                              INCLUDING ALL TENANTS
                                 8/ 5/96 @ 16:41


TENANTS
- -------

THERE ARE A TOTAL OF 37 LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

# 1 - SUITE 01-100    ,  FOUNDATION FOR EDU
BASE LEASE DATES:        2/1996 TO 8/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           6,336
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE   -  15.96/SF/YR
1998 VALUE   -  16.52/SF/YR
1999 VALUE   -  17.10/SF/YR
2000 VALUE      17.70/SF/YR
2001 VALUE      18.31/SF/YR
2002 VALUE      18.96/SF/YR
THEREAFTER    GROWING AT GROWTH RATE CPI

RECOVERIES:

REIMBURSABLE  EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF
TERM    YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ----    ------------   ------ --------   ---------   -----------    -----------
  1          5.00        2      NONE        NONE          YES           YES
  2          5.00        2      NONE        NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM            


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:      6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 2 - SUITE 01-1000     , PACIFIC BUSINESS
BASE LEASE DATES:       9/1993 TO 8/2000
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         13,748
SUBJECT TO VACANCY ALLOWANCE




                                                                          PAGE 2


MINIMUM RENT:
INITIAL RENT -   18.46/SF/YR
CHANGING TO  -   19.11/SF/YR ON 1/1997
CHANGING TO  -   19.77/SF/YR ON 1/1998
CHANGING TO  -   20.47/SF/YR ON 1/1999

RECOVERIES:

REIMBURSABLE EXP. 
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,120,031

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH       VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------   ------   --------   ---------   -----------   -----------
 1         5.00          2       NONE       NONE          YES           YES
                                                                         


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


2          5.00          2       NONE       NONE          YES           YES
3          5.00          2       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA.
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:        CASHED OUT

 -------------------------------------------------------------------------------

# 3 - SUITE 01-105       , NELSON PERSONNEL
BASE LEASE DATES:        9/1993 TO 9/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           2,465
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -    17.40/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPI

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE WITH NO CAP 
AND A BASE AMOUNT OF 1,120,031

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:.




                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

         LENGTH       VACANT    SQ FT    MONTHS OF 
TERM   YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------   ------  --------   ---------   -----------   -----------

  1        5.00          2      NONE        NONE         YES            YES
  2        5.00          2      NONE        NONE         YES            YES
  3        5.00          2      NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE FOOTAGE
OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR
EXPENSE WITH NO CAP AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 4 - SUITE 01-130       , THE BISTRO
BASE LEASE DATES:        1/1986 TO 12/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,139
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -    32.84/SF/YR
1998 VALUE -    33.99/SF/YR
1999 VALUE -    35.18/SF/YR
2000 VALUE -    36.41/SF/YR
THEREAFTER -  GROWING AT GROWTH RATE CPI

RECOVERIES:

REIMBURSABLE  EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 956,765

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

   LENGTH     VACANT     SQ FT    MONTHS OF                        
 

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


                                                                                


<PAGE>


TERM   YEARS.MONTHS     MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------     ------   --------  ---------   -----------   -----------

  1       5.00             2       NONE       NONE         YES            YES
  2       5.00             2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
95.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKTR 
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT GROWTH RATE CPI
FROM DATE OF ESTABLISHMENT 
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM 
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP




                                                                          PAGE 4


AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 5 - SUITE 01-140     , SUN STAR ACCEPTANC
BASE LEASE DATES:        1/1995 TO 1/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,774
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -    18.00/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPI

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------    ------   --------  ---------   -----------   -----------
  1         5.00          2       NONE       NONE         YES            YES
  2         5.00          2       NONE       NONE         YES            YES
  3         5.00          2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA.
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:      6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 6 - SUITE 01-210      , DATA GENERAL
BASE LEASE DATES:      10/1995 TO 9/1996
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:            654
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -   19.80/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPI

RECOVERIES:

REIMBURSABLE EXP.


PRO RATA SHARE RECOVERY OF EXPENSE REIM                                   

                                                                          Page 5



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE


OPTION 1 DATES:        10/1996  TO 11/1998
SQUARE FOOTAGE:             654

MINIMUM RENT:
1997 VALUE -    19.80/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPI

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT    SQ FT    MONTHS OF
TERM   YEARS.MONTHS   MONTHS    INCREASE  FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------    ------   --------  ---------   -----------   -----------
 1        5.00           2      NONE       NONE         YES            YES
 2        5.00           2      NONE       NONE         YES            YES
 3        5.00           2      NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:      6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


# 7 - SUITE 01-215      , EDD
BASE LEASE DATES:       8/1991 TO 7/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           5,971
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    20.42/SF/YR
CHANGING TO -     21.13/SF/YR ON 8/1996
CHANGING TO -     21.87/SF/YR ON 8/1997
CHANGING TO -     22.64/SF/YR ON 8/1998

RECOVERIES: NONE

COMMISSIONS: NONE




                                                                          PAGE 6


       ALTERATIONS: NONE

       SPECULATIVE RENEWALS:

           LENGTH       VACANT    SQ FT    MONTHS OF
TERM    YEARS.MONTHS    MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----    ------------    ------   --------  ---------   -----------   -----------
   1       5.00           2       NONE       NONE         YES            YES
   2       5.00           2       NONE       NONE         YES            YES
   3       5.00           2       NONE       NONE         YES            YES
  
RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:      6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 8 - SUITE 01-217, BOARD OF MEDICAL Q


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
                                                                               
<PAGE>


BASE LEASE DATES:       11/1991 TO 10/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,396
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    20.42/SF/YR
CHANGING TO -     21.40/SF/YR ON 11/1996

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH         VACANT    SQ FT    MONTHS OF
TERM   YEARS.MONTHS     MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------     ------  --------   ---------   -----------   -----------
  1        5.00            2      NONE        NONE         YES            YES
  2        5.00            2      NONE        NONE         YES            YES
  3        5.00            2      NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT




                                                                          PAGE 7


- -------------------------------------------------------------------------------

# 9 - SUITE 01-219       , JAT COMPUTER                               
BASE LEASE DATES:        8/1993 TO 7/1999                            


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             994
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     17.40/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,149,245

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH       VACANT     SQ FT    MONTHS OF
TERM   YEARS.MONTHS    MONTHS    INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------     ------   --------  ---------   -----------   -----------
  1        5.00           2       NONE       NONE         YES            YES
  2        5.00           2       NONE       NONE         YES            YES
  3        5.00           2       NONE       NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 10 - SUITE 01-220      , GIRARD & VINSON
BASE LEASE DATES:        5/1994 TO 5/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           2,843
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    18.13/SF/YR

RECOVERIES:                                                        


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,252,784

COMMISSIONS: NONE

ALTERATIONS: NONE




                                                                          PAGE 8


SPECULATIVE RENEWALS:

          LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------     ------  --------   ---------   -----------   -----------
  1        5.00           2      NONE        NONE         YES            YES
  2        5.00           2      NONE        NONE         YES            YES
  3        5.00           2      NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.2S/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 11 - SUITE 01-230      , BRACK & BROCK
BASE LEASE DATES:        1/1996 TO 1/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,150
SUBJECT TO VACANCY ALLOWANCE

                                                                      
MINIMUM RENT:                                                         


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


INITIAL RENT - 17.40/SF/YR 
CHANGING TO -  18.01/SF/YR ON 1/1997 
CHANGING TO -  18.64/SF/YR ON 1/1998 
CHANGING TO -  19.29/SF/YR ON 1/1999 
CHANGING TO -  19.97/SF/YR ON 1/2000
 
RECOVERIES:

REIMBURSABLE  EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:   NONE

ALTERATIONS:   NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00          2       NONE        NONE          YES            YES
  2        5.00          2       NONE        NONE          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR




                                                                          PAGE 9


RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

12 - SUITE 01-240   ,   CORLMEYER & FULL.                             


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


BASE LEASE DATES:        8/1990 TO 7/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,427
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT   -   17.73/SF/YR
CHANGING TO    -   18.35/SF/YR ON 1/1997
CHANGING TO    -   18.99/SF/YR ON 1/1998

RECOVERIES:

REIMBURSABLE  EXP.

PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE AMOUNT OF 1,326,472

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00          2       NONE        NONE          YES            YES   
  2        5.00          2       NONE        NONE          YES            YES   
  3        5.00          2       NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 13 - SUITE 01-242     , STEAM ON WHEELS
BASE LEASE DATES:        6/1993 TO 5/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,547
SUBJECT TO VACANCY ALLOWANCE

                                                                          
MINIMUM RENT:                                                             


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


INITIAL RENT -      17.27/SF/YR
CHANGING TO     -   17.87/SF/YR ON 1/1997
CHANGING TO     -   18.50/SF/YR ON 1/1998
CHANGING TO     -   19.15/SF/YR ON 1/1999

RECOVERIES:




                                                                         PAGE 10


REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND 
A BASE AMOUNT OF 1,120,031

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       3.00%
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:        6.25/SF
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


# 14 - SUITE 01-275      , COLOR SPOT NURSERY
BASE LEASE DATES:        1/1996 TO 5/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           6,481
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.80/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM




                                                                         PAGE 11


RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF                                       

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 15 - SUITE 01-275     , VILLAGE RESORTS
BASE LEASE DATES:       6/1993 TO 6/1998
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          7,570
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT  -   16.99/SF/YR
CHANGING TO   -   17.58/SF/YR ON 1/1997
CHANGING TO   -   18.20/SF/YR ON 1/1998

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,120,031

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR    DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND 
A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:      6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 16 - SUITE 01-300  ,  GBA FINANCIAL
BASE LEASE DATES:       4/1994 TO 9/1998                        

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           5,445
SUBJECT TO VACANCY ALLOWANCE




                                                                         PAGE 12


MINIMUM RENT:
INITIAL RENT -    15.87/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND A BASE AMOUNT OF 1,379,713

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- --------------------------------------------------------------------------------
                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


# 17 - SUITE 01-308      , WAGNER LOFTIN
BASE LEASE DATES:       11/1993 TO 11/1996
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             718
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     16.80/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,149,245

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

                                                                                
         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   




                                                                         PAGE 13


RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF                                      

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 18 - SUITE 01-310      , DEPARTMENT OF JUST
BASE LEASE DATES:        2/1992 TO 1/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,143
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    18.00/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 15,715

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:      6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 19 - SUITE 01-333  ,   C.C.C. SCHOOL INS.
BASE LEASE DATES:        4/1995 TO 7/2000
TYPE OF TENANT:          OFFICE          

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                         PAGE 14



SQUARE FOOTAGE:           8,005
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    17.40/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,379,713

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR%+99

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

                                                                                
                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


# 20 - SUITE 01-335     , DATA GENERAL CORP
BASE LEASE DATES:       12/1995 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           3,846
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -    18.48/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPI

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY    1.000




                                                                         PAGE 15


INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:        6.2S/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 21 - SUITE 01-342      , HOMEOWNERS TRUST
BASE LEASE DATES:        4/1995 TO 2/2002

                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:            1,301
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    18.36/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE FOOTAGE
OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR
EXPENSE WITH NO CAP AND A BASE AMOUNT OF 1,116,783

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   


RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:      6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 22 - SUITE 01-343   ,  EMA SERVICES INC.
BASE LEASE DATES:        5/1993 TO 10/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:            2,187
SUBJECT TO VACANCY ALLOWANCE

                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 16




MINIMUM RENT:
INITIAL RENT -     18.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY    1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 23 - SUITE 01-346     , PACIFIC BASIN
BASE LEASE DATES:       3/1994 TO 3/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           1,878
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    17.40/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM                                 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA              
                                                                        


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF 1,288,175

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:




                                                                         PAGE 17


REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 24 - SUITE 01-350   , TELEGENISYS
BASE LEASE DATES:       12/1994 TO 11/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,470
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    12.00/SF/YR

RECOVERIES:

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE FOOTAGE
OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR
EXPENSE WITH NO CAP AND A BASE AMOUNT OF 1,326,472

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.2S/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 25 - SUITE 02-100   ,  WOLBERG MICHAELSON
BASE LEASE DATES:        4/1994 TO 3/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,432
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.20/SF/YR

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,229,995

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY    1.000
INCREASING AT GROWTH RATE CPI    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 26 - SUITE 02-105     , REHABILITATION
BASE LEASE DATES:       8/1990 TO 1/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           2,8ll
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    17.16/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA                 

                                                                                
                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF 1,071,242

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000




                                                                         PAGE 19


INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 27 - SUITE 01-120     , THE MARK GROUP
BASE LEASE DATES:       12/1991 TO 11/1997
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           7,680
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.80/SF/YR

RECOVERIES:


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,252,784

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES  

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 28 - SUITE 02-150      , BROWN AND CALDWELL
BASE LEASE DATES:        9/1993 TO 8/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          58,511
SUBJECT TO VACANCY ALLOWANCE

                                                                         Page 20

MINIMUM RENT:

                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


INITIAL RENT -     15.96/SF/YR
CHANGING TO -      17.40/SF/YR ON 8/1998

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF 1,288,175

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP. PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       3.50%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       7.00/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 29 - SUITE 02-200      , PROPERTY SCIENCES
BASE LEASE DATES:        1/1996 TO 3/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:            8,114
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.80/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA               

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   




                                                                         PAGE 21


RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 30 - SUITE 02-205     , KRAMER REAL ESTATE
BASE LEASE DATES:       11/1994 TO 11/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,388
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    16.34/SF/YR
CHANGING TO  -    17.17/SF/YR ON 11/1996

RECOVERIES:

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,326,472

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 31 - SUITE 02-290      , OPSI - MGMT OFFICE
BASE LEASE DATES:        1/1995 TO 1/2015




                                                                         PAGE 22


TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             622
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:                                                          

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


INITIAL RENT -     15.61/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR%+96

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 32 - SUITE 02-300   ,  JWA
BASE LEASE DATES:        3/1991 TO 3/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             861
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    15.61/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 1,160,296

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   




                                                                         PAGE 23

  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF THE EXPENSE VALUE IN THE
OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:       6.2S/SF
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 33 - SUITE 02-305  ,   MADERA GLASS CO
BASE LEASE DATES:      11/1994 TO 10/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           5,126
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    19.20/SF/YR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA               

                                                                                

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF 1,160,296

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   
  3        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE FOOTAGE
OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR
EXPENSE WITH NO CAP AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 34 - SUITE 100      ,LEASE UP ONE



                                                                         PAGE 24


BASE LEASE DATES:       12/1996 TO 11/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           4,197
SUBJECT TO VACANCY ALLOWANCE


MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:                                                            


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:      5.00%
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIS
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 35 - SUITE 200         ,LEASE UP TWO
BASE LEASE DATES:        4/1997 TO 3/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           4,197
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR%+96 


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


COMMISSIONS:      5.00%
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIS
PAYOUT:         CASHED OUT



                                                                         PAGE 25


SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 36 - SUITE 300      ,  LEASE UP THREE
BASE LEASE DATES:        8/1997 TO 7/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           4,197
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

REIMBURSABLE EXP.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA 
MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:     5.00%
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE NTIS
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

      RENEWAL COMMISSIONS:      3.00%
      RENEWAL PAYOUT:         CASHED OUT



                                                                         PAGE 26


RENEWAL ALTERATIONS:       6.25/SF
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 37 - SUITE 400      , LEASE UP FOUR
BASE LEASE DATES:       12/1997 TO 11/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           4,197
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:                                                          
INITIAL RENT - MARKET RATE MKTR                                        

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP A
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:      5.00%
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE NTIS
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH        VACANT   SQ FT     MONTHS OF                             
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------    -----------   -----------
  1        5.00           2      NONE        NONE          YES            YES   
  2        5.00           2      NONE        NONE          YES            YES   

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPI PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       3.00%
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:        6.25/SF
RENEWAL PAYOUT:         CASHED OUT


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

REAL ESTATE OUTLOOK
Office Market
Urban/CBD

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.5%   10.0%    10.0%   10.0%    11.5%   11.5%    3.0%     3.0%    3.0%     4.0%   10.0     10.0
                               9.5%   10.0%    10.0%   10.5%    15.0%   15.0%    4.0%     4.0%    4.0%     4.0%    5.0      7.0
                               8.0%    9.0%     8.5%    8.5%    11.0%   12.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                              13.0%   13.0%                     14.0%   14.0%    5.0%     5.0%    3.0%     3.0%    5.0      7.0
                               9.3%    9.3%    10.3%   10.3%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.0%    9.0%     8.5%    9.0%    10.5%   11.5%    3.0%     3.5%    3.0%     3.5%   10.0     10.0
                              10.0%   10.0%    10.0%   10.0%    12.5%   12.5%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               9.0%    9.0%     9.0%   10.0%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.0%    9.0%     8.0%    9.0%    10.0%   12.0%    4.0%     4.0%    4.0%     4.0%    5.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      10      10       9        9       10      10      10       10      10       10      10       10
Average (%)                    9.3%    9.8%     9.3%    9.8%    11.8%   12.2%    3.6%     3.9%    3.5%     3.8%    8.3      9.5
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   10.0%     9.0%    9.5%    11.0%   12.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                               9.5%    9.5%    10.5%   10.5%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%   10.0%    10.0%   11.0%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                              15.0%   15.0%                     20.0%   20.0%    5.0%     5.0%    3.0%     3.0%    5.0      7.0
                               9.0%   10.0%                                                                                
                               9.0%   10.0%     9.0%   10.0%    12.0%   13.0%    4.0%     4.0%    4.0%     4.0%    5.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      7        7       5        5       6       6        6       6        8       6        6       10
Average (%)                   10.1%   10.6%     9.6%   10.4%    12.9%   13.3%    3.9%     4.2%    3.6%     3.9%    8.0      9.5
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                               8.0%    9.0      9.5%   10.0%    15.0%   15.0%    4.0%     4.0%    4.0%     4.0%    5.0      7.0
                               8.0%   10.0%     8.5%    9.0%    11.0%   12.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                              10.0%   11.0%    10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%    5.0      5.0
                               9.5%    9.5%    10.5%   10.5%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              12.0%   12.0%                     13.0%   13.0%    5.0%     5.0%    3.0%     3.0%    5.0      7.0
                               9.0%    9.0%     9.0%   10.0%    13.0%   13.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                                                                12.0%   13.0%    4.0%     4.0%    4.0%     4.0%    5.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      7        7       6        6       8       8        8       8        8       8        8       8
Average (%)                    9.3%   10.0%     9.5%   10.3%    12.8%   13.6%    3.9%     4.1%    3.6%     3.8%    7.3      8.8
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   11.0     10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%    5.0      5.0
                               9.8%    9.8%    10.8%   10.8%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                              14.0%   14.0%                     20.0%   20.0%    5.0%     5.0%    3.0%     3.0%    5.0      7.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.0%   10.0%    10.0%   11.0%    14.0%   14.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      5        5       4        4       5       5        5       5        5       5        5       5
Average (%)                   10.5%   10.9%    10.1%   10.9%    14.5%   15.3%    3.9%     4.2%    3.4%     3.7%    7.6      8.5
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                29      29       24      24       29      29      29       29      29       29      29       29
Weighted Average (%)           9.8%   10.3%     9.6%   10.3%    13.0%   13.8%    3.8%     4.1%    3.5%     3.8%    7.8      9.1
====================================================================================================================================
</TABLE>

     "Leased Asset" refers to predominantly "passive" investments involving
     substantially leased Properties

     "Value Added" denotes properties which require more active management
     involvement due to leasing issues and/or additional capital Investment for
     physical issues




                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Office Market
Suburban/Non-CBD
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.5%    9.5%    10.5%   10.5%    10.5%   10.5%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               8.5%    8.5%     9.3%    9.3%    11.3%   11.3%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                              11.0%   11.0%                     12.0%   12.0%    5.0%     3.0%    3.0%     3.0%    5.0      7.0
                               8.5%   10.0%     9.0%   10.5%    11.0%   12.5%    3.5%     3.5%    3.5%     3.5%   10.0     10.0
                               4.0%   10.0%     9.5%   10.0%    11.5%   12.0%    4.0%     6.0%    4.0%     4.0%   10.0     10.0
                              10.0%   11.0%    10.5%   11.0%    12.0%   12.0%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               8.0%    9.0%     8.5%    8.5%    11.0%   12.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                               9.1%    9.1%    10.1%   10.1%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.5%   10.0%     9.0%   10.5%    11.0%   11.5%    3.0%     3.5%    3.0%     3.5%   10.0     10.0
                               9.0%    9.0%    10.0%   10.0%    11.5%   11.5%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                               9.0%    9.0%     9.0%    9.0%    12.0%   13.0%    4.0%     7.0%    4.0%     4.0%    5.0      7.0
                               9.0%    9.0%     9.0%   10.0%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.0%   10.0%
                               8.0%    9.0%     8.0%    9.0%    10.0%   12.0%    5.0%     5.0%    4.0%     4.0%    5.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      15      15       13      13       14      14      14       14      14       14      14       14
Average (%)                    8.8%    9.6%     9.4%   10.0%    11.2%   11.7%    3.8%     4.1%    3.6%     3.7%    8.8      9.6
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.5%    9.5%    10.5%   10.5 %   10.5%   10.5%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               8.8%    8.8%     9.5%    9.5%    11.8%   11.8%    3.5%     3.5%    3.5%     3.5%   10.0     10.0
                              12.0%   12.0%                     18.0%   18.0%    5.0%     3.0%    3.0%     3.0%    5.0      7.0
                              10.5%   10.5%    10.0%   10.0%    11.0%   13.0%    2.0%     2.0%    2.0%     2.0%   10.0     10.0
                               8.0%   10.0%     9.5%   10.0%    11.0%   12.0%    4.0%     6.0%    4.0%     4.0%   10.0     10.0
                               9.0%   10.0%     9.0%    9.5%    11.0%   12.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                               9.4%    9.4%    10.4%   10.4%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    4.0%     4.0%   11.0     11.0
                              10.0%   10.0%    10.0%   10.0%    14.0%   15.0%    4.0%     7.0%    4.0%     4.0%    5.0      7.0
                               9.0%    9.0%     9.0%   10.0%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                              10.0%   11.0%
                              10.0%   11.0%    10.0%   11.0%    12.0%   13.0%    5.0%     5.0%    4.0%     4.0%    5.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      12      12       10      10       11      11      11       11      11       11      11       11
Average (%)                    9.6%   10.1%     9.7%   10.2%    12.1%   12.6%    3.7%     4.1%    3.5%     3.6%    8.5      9.5
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   10.0%                     13.0%   13.0%    3.0%     3.0%    3.0%     3.0%    5.0      7.0
                               8.0%   10.0%     8.5%    9.0%    11.0%   12.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                              10.0%   11.0%    10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%    5.0      5.0
                               9.4%    9.4%    10.4%   10.4%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               6.0%    6.0%     9.0%    9.0%    17.0%   20.0%    4.0%     7.0%    4.0%     4.0%    5.0      7.0
                               9.0%    9.0%     9.0%   10.0%    13.0%   13.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.0%   10.0%
                              12.0%   12.0%    10.0%   10.0%    16.0%   16.0%    3.0%     3.0%    3.0%     3.0%    2.0      2.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      9        9       7        7       8       8        8       8        8       8        8       8
Average (%)                    9.0%    9.7%     9.5%   10.1%    13.6%   14.6%    3.5%     4.1%    3.5%     3.7%    6.9      7.8
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              11.0%   11.0%                     16.0%   18.0%    3.0%     3.0%    3.0%     3.0%    5.0      7.0
                              10.5%   10.5%    10.0%   10.0%    11.0%   13.0%    2.0%     2.0%    2.0%     2.0%   10.0     10.0
                              10.0%   11.0%    10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%    5.0      5.0
                               9.6%    9.6%    10.6%   10.6%    11.5%   11.5%    3.8%     4.0%    4.3%     4.3%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               6.0%    6.0%    10.0%   10.0%    20.0%   20.0%    4.0%     7.0%    4.0%     4.0%    5.0      7.0
                               9.0%    9.0%     9.0%   10.0%    13.0%   13.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               9.0%   10.0%
                              12.0%   12.0%    10.0%   10.0%    16.0%   16.0%    3.0%     3.0%    3.0%     3.0%    2.0      2.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      9        9       7        7       8       8        8       8        8       8        8       8
Average (%)                    9.5%    9.8%     9.9%   10.4%    14.6%   15.3%    3.3%     3.9%    3.2%     3.4%    6.9      7.8
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                45      45       37      37       41      41      41       41      41       41      41       41
Weighted Average (%)           9.2%    9.8%     9.6%   10.1%    12.9%   13.5%    3.6%     4.1%    3.4%     3.6%    7.7      8.7
====================================================================================================================================
</TABLE>


         "Leased Asset" refers to predominantly "passive" investments involving
         substantially leased Properties

          "Value Added" denotes properties which require more active management
          involvement due to leasing issues and/or additional capital Investment
          for physical issues



                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Industrial Market
Warehouse / Distribution
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.2%    9.2%     9.5%    9.5%    10.0%   10.0%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               8.5%    8.5%     9.3%    9.3%    11.0%   11.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                               8.5%   10.0%     9.5%   10.0%    11.0%   12.0%    3.5%     3.5%    3.5%     3.5%   10.0     10.0
                               9.0%    9.0%     9.5%    9.5%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%   10.0     10.0
                               9.5%    9.5%    10.0%   10.0%    11.5%   11.5%    3.3%     3.3%    3.5%     3.5%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.5%   10.0%     9.0%   10.5%    11.0%   11.5%    3.0%     3.5%    3.0%     3.5%   10.0     10.0
                               9.0%    9.0%    10.0%   10.0%    11.0%   11.0%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               9.0%    9.0%     9.5%    9.5%    10.5%   10.5%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      9        9       9        9       9       9        9       9        9       9        9       9
Average (%)                    8.9%    9.3%     9.5%    9.9%    10.9%   11.1%    3.3%     3.6%    3.3%     3.6%    9.8     10.1
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.2%    9.2%     9.5%    8.5%    10.0%   10.0%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               8.8%    8.8%     9.5%    9.5%    11.3%   11.3%    3.5%     3.5%    3.5%     3.5%   10.0     10.0
                               9.5%    9.5%    10.0%   10.0%    11.5%   11.5%    3.0%     4.0%    3.0%     4.0%   10.0     10.0
                               9.8%    9.8%    10.3%   10.3%    11.5%   11.5%    3.3%     3.3%    3.5%     3.5%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%    9.5%    10.0%   10.0%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      6        6       6        6       6       6        6       6        6       6        6       6
Average (%)                    9.2%    9.4%     9.8%   10.0%    11.0%   11.0%    3.2%     3.6%    3.3%     3.7%    9.7     10.2
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.8%    9.8     10.3%   10.3%    11.5%   11.5%    3.3%     3.3%    3.5%     3.5%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%    9.5%    10.0%   10.0%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      3        3       3        3       3       3        3       3        3       3        3       3
Average (%)                    9.3%    9.6%     9.9%   10.4%    11.5%   11.5%    3.3%     3.8%    3.3%     3.8%    9.3     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   10.0%    10.5%   10.5%    11.5%   11.5%    3.3%     3.3%    3.5%     3.5%   10.0.0   10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.0%   10.0%    10.5%   10.5%    13.0%   13.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      3        3       3        3       3       3        3       3        3       3        3       3
Average (%)                    9.5%    9.8%    10.2%   10.7%    11.8%   11.8%    3.3%     3.8%    3.3%     3.8%    9.3     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                21      21       21      21       21      21      21       21      21       21      21       21
Weighted Average (%)           9.2%    9.5%     9.9%   10.3%    11.3%   11.4%    3.2%     3.7%    3.3%     3.7%    9.5     10.2
====================================================================================================================================
</TABLE>


          "Leased Asset" refers to predominantly "passive" investments involving
          substantially leased Properties

          "Value Added" denotes properties which require more active management
          involvement due to leasing issues and/or additional capital Investment
          for physical issues



                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Industrial Market
Business Parks, Other Industrial and Manufacturing
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%    9.5%    10.0%   10.0%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   10.0     10.0
                               9.0%    9.0%                     12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      4        4       3        3       4       4        4       4        4       4        4       4
Average (%)                    8.9%    9.4%     9.7%   10.7%    11.5%   11.5%    3.3%     4.0%    3.3%     4.0%    8.8     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.0%   10.0%    10.5%   10.5%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   10.0     10.0
                              10.0%   10.0%                     12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      4        4       3        3       4       4        4       4        4       4        4       4
Average (%)                    9.3%    9.8%     9.8%   10.8%    11.5%   11.5%    3.3%     4.0%    3.3%     4.0%    8.8     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   11.0%    10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%    5.0      5.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.0%   10.0%    10.0%   10.5%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.0%   10.0%                     12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      5        5       4        4       5       5        5       5        5       5        5       5
Average (%)                    9.4%   10.0%     9.9%   10.9%    12.4%   13.2%    3.4%     4.0%    3.2%     3.8%    8.2      9.4
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   11.0%    10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%    5.0      5.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.5%   10.5%    11.0%   11.0%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.5%   10.5%                     12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      5        5       4        4       5       5        5       5        5       5        5       5
Average (%)                    9.6%   10.2%    10.0%   11.0%    12.4%   13.2%    3.4%     4.0%    3.2%     3.8%    8.2      9.4
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                18      18       14      14       18      18      18       18      18       18      18       18
Weighted Average (%)           9.3%    9.8%     9.8%   10.8%    12.0%   12.4%    3.3%     4.0%    3.2%     3.9%    8.5      9.8
====================================================================================================================================
</TABLE>


          "Leased Asset" refers to predominantly "passive" investments involving
          substantially leased Properties

          "Value Added" denotes properties which require more active management
          involvement due to leasing issues and/or additional capital Investment
          for physical issues




                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Retail Market
Neighborhood and Community Centers
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.0%   10.5%     9.5%   10.5%    11.0%   12.5%    3.5%     3.5%    3.5%     3.5%   10.0     10.0
                               9.5%   10.0%    10.0%   10.0%    12.5%   12.5%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                              10.0%   10.0%    10.5%   10.5%    15.0%   15.0%    4.0%     4.0%    4.0%     4.0%    5.0      7.0
                              10.3%   10.3%    10.8%   10.0%    13.0%   13.0%    2.0%     2.0%    4.0%     4.0%    7.0      7.0
                               9.8%    9.8%    10.3%   10.3%    11.5%   11.5%    3.8%     4.0%    4.0%     4.0%   10.0     10.0
                               9.0%   10.0%                                      3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               9.0%    9.0%     9.5%   10.0%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      8        8       7        7       7       7        8       8        8       8        8       8
Average (%)                    9.4%    9.9%    10.0%   10.4%    12.1%   12.4%    3.2%     3.4%    3.6%     3.8%    8.8      9.4
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.8%   10.8%    11.3%   11.3%    14.0%   14.0%    2.0%     2.0%    4.0%     4.0%    7.0      7.0
                               9.0%   10.0%                                      3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%    9.5%    10.0%   11.0%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               9.5%   10.5%
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      5        5       3        3       3       3        4       4        4       4        4       4
Average (%)                    9.5%   10.1%    10.3%   11.1%    12.3%   12.3%    2.9%     3.3%    3.6%     4.0%    8.8      9.5
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   11.0%    10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%   10.0     10.0
                               9.0%   10.0%                                      3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%    9.5%     9.5%   10.0%    13.0%   13.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               9.0%   10.0%
                              11.0%   11.0%     9.5%    9.5%    16.0%   16.0%    3.0%     3.0%    3.0%     3.0%    3.0      3.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      6        6       4        4       4       4        5       5        5       5        5       5
Average (%)                    9.5%   10.2%     9.6%   10.4%    14.0%   15.0%    3.3%     3.6%    3.3%     3.6%    8.2      8.8
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   11.0%    10.0%   11.0%    16.0%   20.0%    4.0%     4.0%    3.0%     3.0%   10.0     10.0
                               9.0%   10.0%                                      3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%    11.0%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.0%   10.0%    11.0%   11.0%    14.0%   14.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                              11.0%   11.0%    10.5%   11.0%    16.0%   16.0%    3.0%     3.0%    3.0%     3.0%   73.0      3.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      5        5       4        4       4       4        5       5        5       5        5       5
Average (%)                    9.7%   10.3%    10.0%   10.9%    14.3%   15.3%    3.3%     3.6%    3.3%     3.8%    8.2      8.8
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                24      24       24      24       24      24      24       24      24       24      24       24
Weighted Average (%)           9.5%   10.1%    10.0%   10.7%    13.2%   13.7%    3.2%     3.5%    3.5%     3.8%    8.6      9.1
====================================================================================================================================
</TABLE>


          "Leased Asset" refers to predominantly "passive" investments involving
          substantially leased Properties

          "Value Added" denotes properties which require more active management
          involvement due to leasing issues and/or additional capital Investment
          for physical issues





                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Retail Market
Power Center & "Big Box"
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.0%    9.0%     9.5%    9.5%    11.0%   11.0%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                              10.0%   10.0%     9.5%    9.5%    15.0%   15.0%    4.0%     4.0%    4.0%     4.0%    5.0     10.0
                              10.5%   10.5%    10.5%   10.5%    11.0%   12.0%    2.0%     2.0%    3.0%     3.0%   10.0     10.0
                               9.5%    9.5%    10.0%   10.0%    11.4%   11.4%    3.8%     3.8%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%    9.5%     9.5%   10.0%    11.0%   11.5%    3.0%     3.5%    3.0%     3.5%   10.0     10.0
                               9.3%    9.3%     9.5%   10.0%    10.5%   10.5%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
                               9.0%    9.0%
                               9.0%    9.5%     9.5%   10.0%    11.0%   11.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      9        9       8        8       8       8        3       8        8       8        8       8
Average (%)                    9.4%    9.5%     9.7%   10.1%    11.5%   11.7%    3.2%     3.5%    3.4%     3.7%    9.1     10.1
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.8%   10.8%    10.8%   10.8%    11.0%   12.0%    2.0%     3.0%    3.0%     3.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                              10.0%   10.0%    10.0%   10.0%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      3        3       3        3       3       3        3       3        3       3        3       3
Average (%)                    9.8%   10.1%    10.1%   10.6%    11.0%   11.3%    2.8%     3.7%    3.2%     3.7%    9.3     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   10.8%    10.8%   10.8%    12.0%   12.0%    2.0%     2.0%    3.0%     3.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.5%    9.5%    10.0%   10.0%    13.0%   13.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      3        3       3        3       3       3        3       3        3       3        3       3
Average (%)                    9.5%    9.9%    10.1%   10.6%    12.0%   12.0%    2.8%     3.3%    3.2%     3.7%    9.3     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              11.0%   11.0%    10.8%   10.8%    12.0%   12.0%    2.0%     2.0%    3.0%     3.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                                                                15.0%   15.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      2        2       2        2       3       3        3       3        3       3        3       3
Average (%)                    9.8%   10.3%    10.1%   10.9%    12.7%   12.7%    2.8%     3.3%    3.2%     3.7%    9.3     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                17      17       16      16       17      17      17       17      17       17      17       17
Weighted Average (%)           9.6%    9.9%    10.0%   10.5%    11.8%   11.9%    2.9%     3.5%    3.2%     3.7%    9.3     10.3
====================================================================================================================================
</TABLE>


          "Leased Asset" refers to predominantly "passive" investments involving
          substantially leased Properties

          "Value Added" denotes properties which require more active management
          involvement due to leasing issues and/or additional capital Investment
          for physical issues




                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Retail Market
Regional Malls
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               7.5%    7.5%     8.0%    8.0%    11.3%   11.3%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                               9.0%    9.0%     9.0%    9.0%    15.0%   15.0%    4.0%     4.0%    4.0%     4.0%    5.0      5.0
                               7.5%    7.5%     7.8%    7.8%    12.0%   12.0%    1.5%     2.0%    3.0%     3.0%   10.0     10.0
                               9.0%                                              3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.0%    8.0%     8.0%    9.0%    10.5%   11.0%    3.0%     3.5%    3.0%     3.5%   10.0     10.0
                               8.0%    8.0%     8.5%    8.5%    11.0%   11.0%    4.0%     4.0%    4.0%     4.0%   10.0     10.0
                               7.8%    8.0%     8.3%    8.5%    11.0%   12.0%    2.5%     3.0%    2.5%     3.0%   10.0     10.0
                               7.0%    8.0%     7.0%    8.0%    10.0%   11.0%    4.0%     4.0%    4.0%     4.0%    5.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      9        8       8        8       8       8        9       9        9       9        9       9
Average (%)                    8.0%    8.2%     8.3%    8.7%    11.5%   11.8%    3.3%     3.5%    3.6%     3.7%    9.0      9.6
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   10.0%    10.0%   10.0%    17.0%   17.0%    4.0%     4.0%    4.0%     4.0%    5.0      5.0
                               9.0%    9.0%     9.0%    9.0%    13.5%   13.5%    2.0%     2.0%    4.0%     4.0%    7.0      7.0
                              10.0%                                              3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      4        3       3        3       3       3        4       4        4       4        4       4
Average (%)                    9.4%    9.5%     9.5%   10.0%    13.8%   13.8%    3.1%     3.3%    3.9%     4.0%    8.3      8.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              10.0%   10.8%    10.0%   10.0%    18.0%   18.0%    4.0%     4.0%    4.0%     4.0%    5.0      5.0
                               9.0%                                              3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.0%    8.5%     8.5%    9.0%    11.5%   12.5%    2.5%     3.0%    2.5%     3.0%   10.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      4        3       3        3       3       3        4       4        4       4        4       4
Average (%)                    8.9%    9.3%     9.3%   10.0%    13.5%   13.8%    3.3%     3.5%    3.5%     3.8%    9.0      9.0
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                              11.0%   11.0%    11.0%   11.0%    20.0%   20.0%    4.0%     4.0%    4.0%     4.0%    5.0      5.0
                              10.0%                                              3.0%     3.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.5%    9.0%     9.3%    9.8%    12.0%   13.0%    2.5%     3.0%    2.5%     3.0%   10.0     10.0
                              13.0%   13.0%    11.0%   11.0%    16.0%   16.0%    3.0%     3.0%    3.0%     3.0%    3.0      3.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      5        4       4        4       4       4        5       5        5       5        5       5
Average (%)                   10.2%   10.6%    10.2%   10.7%    14.8%   15.0%    3.2%     3.4%    3.4%     3.6%    7.8      7.8
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                22      18       18      18       18      18      22       22      22       22      22       22
Weighted Average (%)           9.1%    9.4%     9.3%    9.9%    13.4%   13.6%    3.2%     3.4%    3.6%     3.8%    8.5      8.7
====================================================================================================================================
</TABLE>


          "Leased Asset" refers to predominantly "passive" investments involving
          substantially leased Properties

          "Value Added" denotes properties which require more active management
          involvement due to leasing issues and/or additional capital Investment
          for physical issues





                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Residential
Apartments
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Capitalization Rates                                    Growth Rate                Typical
                             ---------------------------------    Internal       ---------------------------------   Projection 
                                Going-In         Terminal      Rate of Return      Income          Expenses        Period (Years)
                              Low     High     Low     High     Low     High     Low     High     Low     High     Low     High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>      <C>    <C>      <C> 
Class A - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               8.5%   10.0%     9.0%   10.5%                                      3.5%     3.5%    1.0      1.0
                               8.5%    9.0%     9.0%    9.0%    11.0%   11.0%    3.0%     3.0%    3.0%     3.0%   10.0     10.0
                               9.8%    9.8%    10.0%   10.0%    15.0%   15.0%    4.0%     4.0%    4.0%     4.0%    5.0      7.0
                               8.3%    9.0%     9.0%    9.5%    10.5%   11.5%    3.0%     4.0%    3.0%     4.0%   10.0     10.0
                               8.8%    8.8%     9.0%    9.0%    11.3%   11.3%    3.8%     4.0%    4.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.5%    9.0%     9.0%    9.5%    10.0%   11.5%    3.0%     4.0%    3.0%     3.0%   10.0     10.0
                               8.5%    9.0%     8.5%    9.0%                     3.0%     3.5%    3.0%     3.5%   10.0     10.0
                               8.8%    9.0%     9.0%    9.5%    11.0%   11.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      9        9       9        9       7       7        8       8        9       9        9       9
Average (%)                    8.7%    9.2%     9.1%    9.7%    11.4%   11.8%    3.3%     3.8%    3.3%     3.7%    8.2      8.8
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                               9.0%    9.5%     9.5%   10.0%    11.0%   12.0%    3.0%     4.0%    3.0%     4.0%   10.0     10.0
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               9.0%   10.0%    10.0%   10.5%    10.5%   12.0%    3.0%     4.0%    3.0%     3.0%   10.0     10.0
                               9.0%    9.5%     9.5%   10.0%    11.5%   11.5%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      4        4       4        4       4       4        4       4        4       4        4       4
Average (%)                    8.9%    9.6%     9.6%   10.4%    11.0%   11.6%    3.1%     4.0%    3.1%     3.8%    9.5     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.0%    8.0%     9.0%    9.0%    11.0%   12.0%    4.0%     6.0%    3.0%     3.0%    3.0      5.0
                               9.0%    9.0%     9.5%   10.0%    12.0%   12.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      3        3       3        3       3       3        3       3        3       3        3       3
Average (%)                    8.5%    8.8%     9.3%   10.0%    11.3%   11.7%    3.5%     4.7%    3.2%     3.7%    7.0      8.7
- ------------------------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                               8.5%    9.5%     9.5%   11.0%    11.0%   11.0%    3.5%     4.0%    3.5%     4.0%   11.0     11.0
                               8.0%    8.0%    10.0%   10.0%    11.0%   13.0%    4.0%     6.0%    3.0%     3.0%    3.0      5.0
                               9.5%   10.0%    10.0%   11.0%    13.0%   13.0%    3.0%     4.0%    3.0%     4.0%    7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                      3        3       3        3       3       3        3       3        3       3        3       3
Average (%)                    8.7%    9.2%     9.8%   10.7%    11.7%   12.3%    3.5%     4.7%    3.2%     3.7%    7.0      8.7
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
Total Responses                19      19       19      19       17      17      18       18      19       19      19       19
Weighted Average (%)           8.7%    9.2%     9.5%   10.2%    11.3%   11.8%    3.4%     4.3%    3.2%     3.7%    7.9      9.1
====================================================================================================================================
</TABLE>


          "Leased Asset" refers to predominantly "passive" investments involving
          substantially leased Properties

          "Value Added" denotes properties which require more active management
          involvement due to leasing issues and/or additional capital Investment
          for physical issues




                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Single-Tenant NNN Leased Properties
(Excludes "Bondable" Leases)
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                             Going-In Cap Rate                  Internal Rate of Return
                                     Minimum No.    --------------------------------------------------------------------------------
                                     Of Years              Low                High                Low               High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                <C>                <C>                <C>  
Investment Grade Tenant
                                        4.0                9.0%               9.0%               10.0%              12.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                8.0%               9.0%               10.5%              11.5%
- ------------------------------------------------------------------------------------------------------------------------------------
                                        5.0               10.5%              10.5%               13.0%              13.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                9.0%              10.5%               13.0%              15.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                8.5%               9.0%               10.5%              12.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                8.5%              11.0%               10.8%              12.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                9.5%               9.5%               11.0%              11.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       20.0                9.0%               9.0%                N/A                N/A
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                8.0%              10.0%                N/A                N/A
====================================================================================================================================
Responses                               9.0                9.0                9.0                 7.0                7.0
Average (%)                             9.9                8.9%               9.7%               11.3%              12.4%
====================================================================================================================================

Non-Investment Grade Tenant
                                        4.0                9.5%               9.5%               10.0%              13.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                9.0%              10.0%               11.5%              12.5%
- ------------------------------------------------------------------------------------------------------------------------------------
                                        5.0               13.0%              13.0%               15.0%              15.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0               10.0%              12.0%               17.0%              20.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0                9.0%              10.0%               11.0%              13.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0               10.5%              10.5%               13.0%              13.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       20.0               11.0%              11.0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                       10.0               10.0%              12.5%
====================================================================================================================================
Responses                               8.0                8.0                8.0                 6.0                6.0
Average (%)                             9.9               10.3%              11.1%               13.0%              14.4%
====================================================================================================================================

</TABLE>



                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                     QUALIFICATIONS OF APPRAISER
================================================================================

                                                                 John C. Vaughan

Professional Affiliation and License

     Associate Member of Appraisal Institute
     State of California Certified General Real Estate Appraiser (ID #AG002680)

Real Estate Experience

     More than nine years of Real Estate Appraisal and Consulting experience
     throughout California.

     1996-Present   Cushman & Wakefield, Inc.                San Francisco, CA
     1991-1996      CB Commercial Real Estate Group, Inc.    San Francisco, CA
     1991           Bank of California                       San Francisco, CA
     1986-1991      Security Pacific National Bank           Los Angeles, Orange
                                                              County, and San
                                                              Francisco, CA

Education

      Bachelor of Science, Specialization Managerial Economics
      University of California, Davis

      Appraisal Institute Courses:
             Advanced Applications (1995)
             Capitalization Theory and Techniques - Parts A & B (1991-1992) 
             Standards of Professional practice, Parts A & B (1990-1993) 
             Appraisal Principles (1993) 
             Basic Valuation (1993)
             Residential Valuation (1987)


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                QUALIFICATIONS OF APPRAISER
================================================================================

                                                          Kenneth E. Matlin, MAI

Association Membership

     Member Appraisal Institute (MAI No. 8397) Senior Residential Appraiser
     Senior Member, American Society of Real Estate Appraisers - Past President
     of
          San Jose Chapter
     Brokers License - State of California
     Certified - General, Certificate Number AG002022
     Kenneth E. Matlin has completed the requirements of the continuing
     education programs of the Appraisal Institute and the American Society of
     Appraisers

Real Estate Experience

     Director and Manager, Cushman & Wakefield Valuation Advisory Services, San
     Jose and San Francisco Divisions. San Jose and San Francisco Divisions are
     responsible for the appraisal and consulting function of Cushman &
     Wakefield of California, Inc., a national full service real estate
     organization.

     Regional Chief Appraiser, California First Bank, San Jose, California,
     between 1974 and 1983.

Education

     California State University of San Diego, California Bachelor of Science
     Degree - Major: Real Estate, Minor: Political Science (1973)

   American Institute of Real Estate Appraisers:

            No.  1-Al     -   Real Estate Appraisal Principles (6-86)
            No.  1 -A2    -   Basic Valuation Procedures (3-87)
            No.  1 -BA    -   Capitalization Theory & Techniques, Part A (9-87)
            No.  1 -BB    -   Capitalization Theory & Techniques, Part B (9-87)
            No.  2-1      -   Case Studies (3-87)
            No.  2-2      -   Valuation Analysis and Reporting Writing (10-86)
            No.  2-3      -   Standard of Professional Practice (6-86)
            No.  410      -   USPAP
            No.  420      -   Standards of Professional Practice (11-93)
            No.  510      -   Advanced Capitalization Theory (7-93)

   Society of Real Estate Appraisers:

            No. 101       - Introduction to Appraising Real Property (8-76)
            No. 201       - Principles of Income Property Appraising (6-75)
            No. 202       - Case Problems (6-83)
            No. R-2       - Single Family Report Exam (2-77)

================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                      Qualification of Appraiser
================================================================================

                                                          Kenneth E. Matlin, MAI

Litigation Experience

    Qualified as expert witness Santa Clara County Superior Court
    Qualified as expert witness Alameda County Superior Court
    Qualified as expert witness Federal Bankruptcy Court

================================================================================


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

=================================================

COMPLETE APPRAISAL
OF REAL PROPERTY

Iron Run Corporate Center
Various Locations
Upper Macungie Township
Lehigh County, Pennsylvania

=================================================

IN A SELF-CONTAINED REPORT

As of July 1, 1997

Prepared For:

Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004


Prepared By:

Cushman & Wakefield of Pennsylvania, Inc.
Valuation Advisory Services
Two Logan Square - 20th Floor
Philadelphia, Pennsylvania 19103
<PAGE>

Cushman & Wakefield of Pennsylvania, Inc.                          CUSHMAN &    
Two Logan Square                                                   WAKEFIELD(R) 
Philadelphia, PA 19103                             A ROCKEFELLER GROUP COMPANY
(215) 963-4000                                                


July 1, 1997


Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:   Complete Appraisal of Real Property
      Iron Run Corporate Center
      Various Locations
      Upper Macungie Township
      Lehigh County, Pennsylvania

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our self-contained appraisal
report estimating the market value of the appropriate leased fee/fee simple
estate in the subject property.

      The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield,
Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected by and the report was prepared by Thomas H.
Myers, Jr. under the supervision of John B. Rush, MAI.
<PAGE>

Mr. Sheridan Schechner
Goldman Sachs Mortgage Company       Page 2                         July 1, 1997

      Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the appropriate leased fee/fee simple estate in the referenced property,
subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 1, 1997, was:

             FIFTY ONE MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS

                                   $51,850,000

      The Iron Run Corporate Center includes ten separate parcels more fully
described within the body of this report. Individual cash flow projections have
been prepared on each building leading to a conclusion of value on a building by
building basis. The individual values are as follows:

      7535 Windsor Drive                               $ 11,500,000
      7450 Tilghman Street                             $  6,725,000
      7055 Ambassador Drive                            $  5,900,000
      6755 Snowdrift Road                              $  4,700,000
      7150 Windsor Drive                               $  3,750,000
      6690 Grant Way                                   $  3,450,000
      6845 Snowdrift Road                              $  3,550,000
      6670 Grant Way                                   $  2,850,000
      7010 Snowdrift Road                              $  2,300,000
      7020 Snowdrift Road                              $  1,375,000
      6810 Tilghman Street                             $  2,075,000
      10 Development Parcels                           $  4,200,000
                                                       ------------

      Total                                            $ 52,375,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Pennsylvania, Inc.


/s/ Thomas H. Myers

Thomas H. Myers, Jr.
State Certified Appraiser #GA-000496-L


/s/ John B. Rush

John B. Rush, MAI
State Certified Appraiser #GA-000331-L
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]
                                     [PHOTO]


                               [GRAPHIC OMITTED]
                                     [PHOTO]
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]
                                     [PHOTO]


                               [GRAPHIC OMITTED]
                                     [PHOTO]
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]
                                     [PHOTO]


                               [GRAPHIC OMITTED]
                                     [PHOTO]
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      This is a portfolio of one-story office, office/flex, and warehouse
buildings, as well as one mid-rise office building and 10 development parcels
which form a part of Iron Run Corporate Center. Located in the neighborhood of
Upper Macungie Township, Lehigh County, Pennsylvania, it is an attractive and
modern corporate complex located at and near the corner of Tilghman Street and
Snowdrift Road, about 1/2 miles from the interchange of Interstate 78 and
Pennsylvania Route 100. The street addresses of the properties which comprise
the subject are as follows:

<TABLE>
<CAPTION>
===============================================================================================================================
                                                     Land         Rentable             Year
      Address              Property Type             Area         Bldg. Area        Constructed     Occupancy     # Tenants
- -------------------------------------------------------------------------------------------------------------------------------
<C>                     <C>                     <C>               <C>                  <C>              <C>            <C>
7535 Windsor Drive      Mid-rise                15.0000+/- acs.   129,223s.f.          1986             99%            11
                                                                                                                   
7450 Tilghman Street    Single story office     13.4304+/-acs.    100,000s.f.          1986             100%            1
                                                                                                                   
7055 Ambassador Dr.     Single story whse.      11.7030+/-acs.    153,600s.f.          1991             100%            1
                                                                                                                   
6755 Snowdrift Road     Singel story whse.      9.7339+/-acs.     125,000s.f.          1988             100%            2
                                                                                                                   
7150 Windsor Drive      Single story flex       6.1485acs.        49,420s.f.           1989             100%            5
                                                                                                                   
6690 Grant Way          Single story whse.      6.9031+/-acs.     88,000s.f.           1981             100%            1
                                                                                                                   
6845 Snowdrift Road     Single story whse.      8.6238+/-acs      93,000s.f.           1975             100%            2
                                                                                                                   
6670 Grant Way          Single story whse.      6.8108+/-acs.     72,885s.f.           1979             100%            2
                                                                                                                   
7010 Snowdrift Road     Singe story office      3.9342+/-acs.     33,029s.f.           1991             0               0
                                                                                                                   
7020 Snowdrift Road     Single story whse.      4.0909+/-acs.     41,390s.f.           1975             100%            2
                                                                                                                   
6810 Tighman Street     Single story whse.      6.0533+/-acs.     54,844s.f.           1975             100%            2
                                                                                                                   
Vacant Parcels          Office.industrialland   73.7607+/-acs.       N/A               N/A              N/A            N/A
===============================================================================================================================
</TABLE>

      It is important to note that the 7010 Snowdrift Road property is now 85
percent released to two tenants who will take occupancy on July 1 and December 1
1997.

Property Ownership and Recent History

      With the exception of the 7535 Windsor Drive property, all of the improved
properties were constructed by the current owner, which holds title as Bell
Atlantic Properties, Bell Atlantic Land Development, Inc., Iron Run Venture I,
and Iron Run Venture II. No transfers have occurred in the last three years. We
note, though, that several of the properties were transferred from Bell Atlantic
Properties, Inc. to Bell Atlantic Land Development Inc. in April, 1997. These
transfers are recorded in the Lehigh County Recorder of Deeds at Allentown in
Book 1583, Pages 113 through 147 and Book 1585, Pages 33 through 36. All
indicate nominal considerations.

================================================================================


                                       -1-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      The 7535 Windsor Drive property was acquired by the present owner, Bell
Atlantic Properties, from John VanKooten in November, 1986 for a consideration
of $10,100,000. This was reportedly an all cash transaction after adequate
market exposure

Purpose and Intended Use of the Appraisal

      The purpose of this appraisal is to estimate the market value of the
appropriate leased fee/fee simple estate on July 1, 1997. The appraisal is to be
used in conjunction with a proposed mortgage financing of the subject property.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      o     Inspected the exterior of the building and the site improvements and
            a representative sample of tenant spaces with Philip Schenkel,
            Director of Portfolio Management for Atlantic American Properties at
            Iron Run.

      o     Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            manager.

      o     Reviewed a detailed history of income and expense and a budget
            forecast for 1997 including the budget for planned capital
            expenditures and repairs.

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files.

      o     Prepared an estimate of stabilized income and expense (for
            capitalization purposes).

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.)

      o     Prepared Sales Comparison and Income Approaches to value.

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on May 28,
1997.

Property Rights Appraised

      Leased fee estate/fee simple.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

================================================================================


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

The most probable price which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller, each
acting prudently and knowledgeably, and assuming the price is not affected by
undue stimulus. Implicit in this definition is the consummation of a sale as of
a specified date and the passing of title from seller to buyer under conditions
whereby:

1.    Buyer and seller are typically motivated;

2.    Both parties are well informed or well advised, and acting in what they
      consider their own best interests;

3.    A reasonable time is allowed for exposure in the open market;

4.    Payment is made in terms of cash in U.S. dollars or in terms of financial
      arrangements comparable thereto; and

5.    The price represents the normal consideration for the property sold
      unaffected by special or creative financing or sales concessions granted
      by anyone associated with the sale.

Exposure Time

Under Paragraph 3 of the Definition of Market Value, the value estimate presumes
that "A reasonable time is allowed for exposure in the open market". Exposure
time is defined as the estimated length of time the property interest being
appraised would have been offered on the market prior to the hypothetical
consummation of a sale at the market value on the effective date of the
appraisal. Exposure time is presumed to precede the effective date of the
appraisal. Based our analysis of market data, as well as the fact that the
subject consists of a well maintained and located portfolio of modern
facilities, we estimate a reasonable Exposure Time to have been six to nine
months for the subject at the concluded opinion of value reported.

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Fee Simple Estate

      Absolute ownership unencumbered by any other interest or estate; subject
      only to the limitations of eminent domain, escheat, police power, and
      taxation.

      Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

================================================================================


                                       -3-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

Legal Description

      The properties which comprise the subject are legally identified by the
Lehigh County Assessor's Office as described in the chart on the following page.
We have not been provided with the metes and bounds legal description of the
sites, therefore, none is exhibited.

<TABLE>
<CAPTION>
========================================================================================================
             Address                            Township       County  District   Map       Block   Lot
- --------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>        <C>    <C>         <C>    <C>
 7535 Windsor Drive                          Upper Macungie    Lehigh     20        H06      35     1
- --------------------------------------------------------------------------------------------------------
 7450 Tilghman Street                        Upper Macungie    Lehigh     20        H06      35     2
- --------------------------------------------------------------------------------------------------------
 7055 Ambassador Dr.                         Upper Macungie    Lehigh     20        H06      34     2
- --------------------------------------------------------------------------------------------------------
 6755 Snowdrift Road                         Upper Macungie    Lehigh     20        H06      16     2B
- --------------------------------------------------------------------------------------------------------
 7150 Windsor Drive                          Upper Macungie    Lehigh     20        H06      29     2H
- --------------------------------------------------------------------------------------------------------
 6690 Grant Way                              Upper Macungie    Lehigh     20     H07NW4       1     9
- --------------------------------------------------------------------------------------------------------
 6845 Snowdrift Road                         Upper Macungie    Lehigh     20        H06      16     1A
- --------------------------------------------------------------------------------------------------------
 6670 Grant Way                              Upper Macungie    Lehigh     20     H07NW4       1     10
- --------------------------------------------------------------------------------------------------------
 7010 Snowdrift Road                         Upper Macungie    Lehigh     20        H06      29     2J
- --------------------------------------------------------------------------------------------------------
 7020 Snowdrift Road                         Upper Macungie    Lehigh     20        H06      29     5
- --------------------------------------------------------------------------------------------------------
 6810 Tilghman Street                        Upper Macungie    Lehigh     20     H07SW1       6     1F
- --------------------------------------------------------------------------------------------------------
 6870 Tilghman Street (vacant land)          Upper Macungie    Lehigh     20     H07SW1       6     1
- --------------------------------------------------------------------------------------------------------
 South Side Windsor Drive (vacant land)      Upper Macungie    Lehigh     20        H06      29     2
- --------------------------------------------------------------------------------------------------------
 North Side Windsor Drive (vacant land)      Upper Macungie    Lehigh     20        H06      35     6
- --------------------------------------------------------------------------------------------------------
 6980 Snowdrift Road (vacant land)           Upper Macungie    Lehigh     20     H07SW1       1     1
- --------------------------------------------------------------------------------------------------------
 6642 Grant Way                              Upper Macungie    Lehigh     20     H07NW4       1    12
- --------------------------------------------------------------------------------------------------------
 North Side Ambassador Dr. (vacant land)     Upper Macungie    Lehigh     20        H06      34     3
========================================================================================================
</TABLE>

================================================================================


                                       -4-
<PAGE>

                                [GRAPHIC OMITTED]

                                 [MAP OF AREA]
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Allentown-Bethlehem-Easton Metropolitan Area

      The subject property is located in the western portion of the
Allentown-Bethlehem-Easton Metropolitan Area in Upper Macungie Township, west
of the City of Allentown, Lehigh County, Pennsylvania. The City of Allentown
and, to a lesser extent, the cities of Bethlehem and Easton, serve as the
commercial core of this region in east central Pennsylvania. In addition to
Lehigh County, the Allentown-Bethlehem-Easton Metropolitan Area encompasses
Carbon and Northampton Counties in Pennsylvania. The Lehigh Valley, as this
region is frequently referred, is a closely integrated market which pervades the
many political subdivisions incorporated in it.

Population

      According to Sales & Marketing Management - 1996, the
Allentown-Bethlehem-Easton Metropolitan Area had a population of approximately
614,000. This represents a 10.7 percent increase over that counted in 1980. The
1995 population of Lehigh County is reported to be about 298,200, a decrease of
approximately 1.0 percent since 1990.

                              Population Statistics
                  Allentown-Bethlehem-Easton Metropolitan Area
                                 (In Thousands)
================================================================================
                                                            % Change
        County             1980      1990       1995        1980-1995
================================================================================
Carbon                      53.5      59.3       59.2       + 10.6%
- --------------------------------------------------------------------------------
Lehigh                     275.0     301.1      298.2       +  8.4%
- --------------------------------------------------------------------------------
Northampton                226.2     258.5      256.7       + 13.5%
- --------------------------------------------------------------------------------
Total Metropolitan Area    554.7     618.9      614.1       + 10.7%
================================================================================
Source: U.S. Census Bureau
================================================================================

Employment

      Consistent with current national trends, the economic base of the
Allentown-Bethlehem-Easton Metropolitan Area is now rooted in the service
industries. Approximately 31 percent of the 259,000 people in the region's
workforce are employed in service industries, while about 22 percent are
employed in the service industries. Other major employment segments here are
retail trade (16.5 percent) and government (12 percent).

================================================================================


                                       -5-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================
                              Employment Statistics
                  Allentown-Bethlehem-Easton Metropolitan Area
                                 (In Thousands)
================================================================================
         Industry                                     4/97        4/96    Change
================================================================================
Contract Construction & Mining                        10.2         9.8     +4.1%
Manufacturing                                         56.8        56.7     -0.1%
Transportation                                         8.3         8.1     +2.5%
Communications & Utilities                             6.7         6.9     -2.9%
Wholesale Trade                                       11.3        11.0     +2.7%
Retail Trade                                          42.4        42.3     +0.2%
Finance, Insurance, Real Estate                       13.3        13.8     -3.6%
Services                                              82.3        79.8     +3.1%
Government                                            30.8        30.8        --
Total                                                262.1       258.8     +1.3%
================================================================================
Source: Pennsylvania Department of Labor & Industry
================================================================================

      As of April, 1997, the unemployment rate for the
Allentown-Bethlehem-Easton Metropolitan Statistical Area was 5.0 percent, which
is consistent with the 5.3 percent for the State of Pennsylvania and the 4.9
percent level for the nation as a whole.

Income

      The median effective household buying income, or disposable income after
all federal, state, and local taxes, in the Allentown-Bethlehem-Easton
Metropolitan Area is currently estimated to be $36,229. Throughout the region,
it is estimated that 24.5 percent of the 234,200 households have an effective
buying income under $20,000 annually. For the entire metropolitan area, 31.4
percent of households have yearly EBI in excess of $50,000. Lehigh County has
the second highest median household income level in the Allentown-Bethlehem-
Easton Metropolitan Area at $36,857 per dwelling unit.

================================================================================
                                Income Statistics
                  Allentown-Bethlehem-Easton Metropolitan Area
================================================================================
                                                      Effective         Median
                                                    Buying Income      Household
County                               Households     (In Thousands)        EBI
================================================================================
Carbon                                  23,000        $   782,171        $28,730
- --------------------------------------------------------------------------------
Lehigh                                 116,400          5,128,805         36,857
- --------------------------------------------------------------------------------
Northampton                             94,800          4,193,277         37,625
- --------------------------------------------------------------------------------
Total                                  233,200        $10,104,253        $36,229
================================================================================
Source: Sales & Marketing Management - 1996
================================================================================

================================================================================


                                       -6-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Retail Sales

      After two years of declining sales, retail sales increased 1.3 percent
overall in 1995 in the Allentown-Bethlehem-Easton MSA. Within Lehigh County,
specifically, retail sales grew 1.0 percent in 1995 as compared to the prior
year. In the period between 1987 and 1995, retail sales in Lehigh County have
grown at 2.58 percent compound rate.

================================================================================
                                  Retail Sales
                  Allentown-Bethlehem-Easton Metropolitan Area
                               and Lehigh County
                                 (In Thousands)
================================================================================
           Metropolitan
Year           Area          % Change       Lehigh County        % Change
================================================================================
1987        $4,302,247           --          $2,436,081               --
- --------------------------------------------------------------------------------
1988        $4,620,814        +10.7%         $2,646,626             +8.6%
- --------------------------------------------------------------------------------
1989        $5,140,458        +11.3%         $2,776,953             +4.9%
- --------------------------------------------------------------------------------
1990        $5,190,601         +1.0%         $2,776,906             -0.2
- --------------------------------------------------------------------------------
1991        $5,067,637         -2.4          $2,724,295             -1.9%
- --------------------------------------------------------------------------------
1992        $5,786,963        +14.2%         $3,169,511            +16.3%
- --------------------------------------------------------------------------------
1993        $5,102,077        -11.8%         $3,242,063             +2.3%
- --------------------------------------------------------------------------------
1994        $4,878,360         -4.4          $2,981,896             -8.0%
- --------------------------------------------------------------------------------
1995        $4,942,631         +1.3%         $2,985,843             +1.0%
================================================================================
Source: Sales & Marketing Management - 1995
Note: Warren County, New Jersey not part of the MSA in 1993.
================================================================================

Linkages

      The Allentown-Bethlehem-Easton Metropolitan Area benefits from an
excellent transportation system linking the region to the rest of the nation and
points throughout the world. The Allentown-Bethlehem-Easton Airport is located
just outside the City of Bethlehem. Regular national service and commuter
airlines provide services to many locations. From its central location in the
region, excellent highway and rail accessibility is also facilitated.
Philadelphia is approximately one hour south of this region, while New York City
lies about one and a half hours east.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with ten major
colleges and universities located here. The most notable area Lehigh University,
Moravian College, Allentown College and Lafayette College. The region is endowed
with a wide range of cultural facilities including numerous restored buildings
from the original Moravian settlement of the City of Bethlehem.

================================================================================


                                       -7-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Summary

o     The Allentown-Bethlehem-Easton MSA is strategically located in close
      proximity to the markets of the northeastern portion of the country,
      particularly the New York, Philadelphia, and Baltimore Metropolitan Areas.

o     The region is served by a fine highway network and it has experienced good
      population and economic growth trends over the past decade. It offers a
      wide array of housing, abundant commercial, recreational, cultural and
      other amenities of a desirable area.

o     Regional economic trends point toward an era of modest growth which has
      alleviated the imbalance which existed between supply and demand for most
      types of real property. However, only those with a desirable locational
      and functional design will outperform inflation in the general economy.

================================================================================


                                       -8-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                            [MAP OF UPPER MACUNGIE]
                               [GRAPHIC OMITTED]
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

Area Overview

      The subject property lies within Upper Macungie Township, Lehigh County,
Pennsylvania. Located in the western portion of the county, Upper Macungie lies
adjacent to neighboring Berks County and immediately west of the City of
Allentown. Encompassing an area of 26.3 square miles, the township has a current
estimated population of approximately 9,300. Despite its limited population and
largely agrarian character, the township is extensively developed with
non-residential uses.

      Development in the township is focused around the interchange of
Interstate 78 and Route 100. This interchange lies less than three miles west of
the interchange of the Northeast Extension of the Pennsylvania Turnpike and
Route 22, another major east/west artery serving the Lehigh Valley. The largest
development proximate to I-78 and Route 100 is Iron Run Corporate Center, within
which the subject is located. This 725 acre business park was begun in 1974 and
now includes over three million square feet of light industrial, flex, and
office space. Major firms with a significant presence here include Cotter and
Company (True Value), Air Products & Chemicals, Georgia-Pacific, and Beatrice
Foods. Two major corporate facilities are also found nearby. The headquarters
complex of Air Products and Chemicals is located along Route 222 and Centronia
Road to the south of the subject. To the southwest, a major research and
development facility originally constructed by Bell Labs is now occupied by
Lucent Technologies. This facility is located on Route 222, west of Brookdale
Road.

      The excellent highway access afforded the township has encouraged the
development described above. As noted, the township is served by Interstate 78,
which connects the area with the balance of the Lehigh Valley and New Jersey to
the east and Harrisburg to the west. It is here where access to Baltimore is
available via Interstate 83. I-78 also provides east access to U.S. Route 22, a
four lane, limited access highway which is the other primary east/west artery
serving the Lehigh Valley. This roadway connects the Easton area and New Jersey
to the east with Allentown and several other major highways in the region,
including Route 309 and the Northeast Extension of the Pennsylvania Turnpike.
The latter provides direct access to the east-west turnpike at Plymouth Meeting
and offers access to most of the Philadelphia Metropolitan Area.

General Office Market Overview

      Office buildings, as an asset class, are attracting renewed interest from
investors in the current market. Many believe suburban office buildings offer
the greatest upside potential among the various property types. Prices for the
best quality suburban office buildings have increased due to buyer demand.

      In most suburban markets, office vacancies have declined reflecting the
expansions of small business. Most acknowledge that the market has
"bottomed-out" as rents are generally stabilizing. More recently, as buyer
demand pushes prices up, some investors are more willing to pay for "future"
dollars, when only 18 months ago purchase decisions were based solely on revenue
in place.

================================================================================


                                       -9-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      The lack of new construction is also viewed as a positive in the office
market. Though firms are leasing less space per employee than ever before, once
the current economic recovery solidifies, office building owners are now in a
stronger negotiating position as demand outpaces supply. Still, in most
communities, there is plenty of land available for new competition.

      The job growth which is occurring now comes from small and mid-sized
technologically sophisticated firms. These, more than most, seek suburban
locations which are close to their employees. By moving closer to their
employees, commuting time is less which, some say, creates a more productive
workforce. Frequently, occupancy costs are lower in the suburbs than in the
urban core which translates back into corporate profitability. The subject
property benefits from such trends, particularly due to its location outside the
Philadelphia city limits.

      The subject property shares in these macro-market observations and trends.
More importantly, the subject competes in its own micro-market for tenants,
users and ultimately, investment returns. The following is a detailed
description of this local marketplace.

Market Supply

      The subject property competes for tenants in what Cushman & Wakefield
designates the Lehigh Valley market area. This marketplace includes both Lehigh
and Northampton Counties. There are approximately 4.4 million square feet of
existing commercial office space in the Lehigh Valley marketplace. The following
chart is an overview of this marketplace at the end of the first quarter of
1997.

================================================================================
                             Office Market Overview
                          Lehigh Valley, Pennsylvania
                                 March 31, 1997
================================================================================
Class of Space       Total Rentable Area  Total Area Available     Vacancy Rate
- --------------------------------------------------------------------------------
      A                 3,794,922 SF           336,989 SF              8.9%
- --------------------------------------------------------------------------------
      B                   601,702 SF            79,234 SF             13.2%
                        --------------------------------------------------------
Total Inventory         4,396,624 SF           416,223 SF              9.5%
================================================================================

      As of March 31, 1997, total vacancy in this marketplace was reported to be
9.5 percent, down from 10.1 percent at year-end 1996 and 12.4 percent at the end
of 1995. In any type of market, there must be an inventory of goods maintained
in order to satisfy demand. Within the commercial office market, some space must
be maintained at all times to accommodate the constant shifting of tenants. The
following is a listing of blocks of contiguous space in the Lehigh Valley
marketplace in excess of 20,000 square feet.

================================================================================


                                       -10-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================
                           Blocks of Continuous Space
                         20,000 Square Feet or Greater
                            Lehigh Valley Marketplace
                                 March 31, 1997
================================================================================
Location                                             Rentable Contiguous Area
- --------------------------------------------------------------------------------
1770 Bathgate Road, Easton                                   60,000 SF
Cedar Crest Professional Park, Allentown                     25,000 SF
Highland Office Plaza, Bethlehem                             35,000 SF
Martin Tower, Bethlehem                                      23,399 SF
60 West Broad Street, Bethlehem                              30,000 SF
================================================================================

      A shortage in available inventory is indicated in the market when there is
a discernible lack of prime contiguous office space for larger users. Under
these conditions, new construction is stimulated. At present, there is one,
speculative project under construction in the Lehigh Valley at the Lehigh Valley
Corporate Center near Bethlehem. This property will be a single story, 27,000
square foot building. The sponsor of this project, Liberty Property Trust, also
anticipates beginning construction of a 75,000 square foot, three story
building, also on a speculative basis, during the third quarter of 1997.

      There are only five blocks of space in excess of 20,000 contiguous square
feet which are currently vacant in the local marketplace. Land does exist in
this marketplace for new competition. However, financing requirements continue
to be stringent which will curtail rampant, speculative development. Without a
financially responsible lead tenant or user, construction and permanent
financing is unobtainable at this time. We note that Liberty Property Trust is
not constrained as it has considerable funding at its disposal. Despite this,
they have chosen to proceed with new development on a gradual, orderly basis.

      Over the last 12 months, the vacancy rate in the Lehigh Valley marketplace
has declined from 12.4 percent at the end of 1995 to 10.1 percent at year-end
1996 level and 9.5 percent at the current time. This significant, steady
decrease is attributable to the current rate of absorption and the continued
reduction in inventory, as well as the lack of new development. Interestingly,
the vacancy that does exist in most markets is concentrated in the average and
below average buildings. Older, lesser quality office space cannot compare
against newer, functional buildings. The aggregate amount of these spaces is
such that many analysts are now suggesting structural vacancy to be well above
the conventional five percent utilized in past years. On a relative basis, most
of the vacancy in the current market is in the older lesser grades of space. The
following chart summarizes overall vacancy and total availabilities in the local
market since the end of 1993.

================================================================================


                                       -11-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================

                    Office Market Vacancy and Availabilities
                           Lehigh Valley, Pennsylvania


================================================================================
            Period                 Space Available          Vacancy Rate
- --------------------------------------------------------------------------------
      1st Quarter 1997                416,223 SF                 9.5%
      Year End 1996                   440,845 SF                10.1%
      Yer End 1995                    541,882 SF                12.4%
      Year End 1994                   500,763 SF                11.9%
      Year End 1993                   628,873 SF                15.3%
================================================================================

      There are no formal plans for additions to inventory, other than the two
speculative projects noted in a previous paragraph, in the local market.
Additionally, there are only five blocks of contiguous space equal to 20,000
square feet or greater in the Lehigh Valley market. The majority of this space
is located in the Bethlehem area to the east of the subject property. Besides
those cited, a major user has no alternative but to consider a build-to-suit
transaction. Considering the current costs of construction relative to market
rental rates, the basis is set for a jump in rental rates though the timing of
such an event is not all that clear. Nonetheless, this is a positive market
influence on existing office product like the subject property.

Market Demand

      Market demand for office space is primarily measured by absorption
statistics. Demand for office space in the Lehigh Valley market has historically
come from the movement of users from Metropolitan Philadelphia, Northern New
Jersey, and the formation of new high tech/service oriented businesses. From
1993 through 1996, absorption of office space in this market averaged 4,350+/-
square foot per quarter or 52,200+/- square feet annually. However, during the
first quarter of 1997, absorption spiked to nearly 35,000 square feet. Over the
same period, leasing activity essentially maintained itself at something
approximating 11,900+/- square feet per quarter or 47,500+/- square feet per
annum. Again, activity spiked during the first quarter, increasing to a rate of
over 200,000 square feet annualized.

================================================================================

                      Office Market Absorption and Leasing
                            Lehigh Valley Marketplace

================================================================================
            Period                     Absorption                 Leasing
- --------------------------------------------------------------------------------
      1st Quarter 1997                 34,935 SF                 50,+22 SF
      Year End 1996                    61,885 SF                147,637 SF
      Yer End 1995                    -   707 SF                167,150 SF
      Year End 1994                   137,514 SF                194,131 SF
      Year End 1993                    14,454 SF                 61,336 SF
================================================================================

================================================================================


                                       -12-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      From an overall market perspective, absorption statistics are highly
indicative of long term growth or decline. Among the various properties which
compete for tenants, leasing activity serves as an indication of movement around
a specific marketplace. Where absorption is the net change in occupied space
over a period of time, leasing is the sum of all completed transactions in a
given time period. Leasing statistics are an important consideration in an
office market analysis as they can show the amount of continued interest in a
specific marketplace and product type. Typically, new construction benefits in a
market with strong leasing statistics as tenants "trade-up" to the latest
buildings from older complexes.

      Office occupancies are now being affected by American business' need to
compete globally and an application of new technologies to the way white collar
employment is conducted. In order to compete, many corporations are downsizing
their operations, forcing fewer employees to do more in less space. Also,
technologies like portable phone systems and voice mail enable many to work for
extended periods outside their base of operations. Many of these new jobs are
frequently held by workers who can perform their services from home offices,
clients' offices or under "hoteling" arrangements.


      Given current market dynamics, it would appear that new office space will
be needed in the next few years. This, of course, bodes well for current
investors with the patience and wherewithal to wait for that expected turn of
events. With anticipated demand, and the obsolescence in most of the existing
Class B space, it would appear that upside potential exists in well located and
functionally designed office properties like the subject. We note, however, that
discipline will need to continue among financiers of such projects or a return
to the economic bust of the late Eighties will result.

Rental Rates

      The average face rental rate for Class A office space in the Lehigh Valley
marketplace at year end 1996 of $14.08 per square foot of rentable building area
on a full service basis was unchanged at the end of the first quarter of 1997.
This level represents a 4.8 percent decrease from that reported at year end
1995. Despite this decline, the current rent level for Class A space in the
Lehigh Valley market is viewed as having stabilized and is expected to begin to
increase in the near term. In the local marketplace, Class B space leases at an
approximate 10 to 15 percent discount from Class A space. The following is a
presentation of average face office rental rates in this market since year end
1993.

<TABLE>
<CAPTION>
=========================================================================================================
                        Average Face Office Rental Rates
                               Full Service Basis
                              Lehigh Valley Market
=========================================================================================================
                             Average                        Average
    Period Ending            Class A           Change       Class B           Change        CPI    Change
                               Rent                           Rent
- ---------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>          <C>                <C>         <C>      <C>
  1st Quarter 1997          $14.08/SF              --       $12.51/SF              --      166.0    +0.7%

  Year End 1996             $14.08/SF           -4.8%       $12.51/SF          +13.7%      164.9    +2.9%

  Year End 1995             $14.79/SF           +4.1%       $11.00/SF          -18.5%      160.3    +2.4%

  Year End 1994             $14.20/SF          +10.9%       $13.49/SF          +25.3%      156.6    +2.7%

  Year End 1993             $12.80/SF                       $10.76/SF                      152.5

Compound Annual Rate:                           +3.0%                           +4.7%               +2.6%
=========================================================================================================
</TABLE>

================================================================================


                                       -13-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      As can be seen from this presentation, the average rental rate for Class A
office space in the Lehigh Valley marketplace has increased at an annual
compound rate of 3.0 percent since year end 1993. By comparison, the region's
Consumer Price Index has increased at a compound annual rate of approximately
2.6 percent over the same time period. However, with the gradual decline in the
overall vacancy rate in the local marketplace, we would expect the growth rate
in rental rates to exceed the rate of inflation in the short term.

      Eventually, a tight Class A office market like the subject's will
precipitate new construction. In order to economically justify construction,
users must first be willing to pay higher rents than are now being achieved in
the competitive open market. Again, this bodes well for well designed and well
maintained real property like the subject.

Concessions

      Rent abatement had been a standard inducement to tenants during the late
Eighties and very early Nineties, but are now not frequently being granted. In
order to win new tenants, landlords had been paying for tenant requested office
finishes well over the standard work letter. In some instances, landlords were
also paying the tenants' moving charges, assuming the rental payments on the
tenants' existing leases, and even making cash bonus payments to the tenants in
order to entice them to a new project. Most of these types of concessions have
ceased though as capital for such items has all but effectively been removed
from the current market. While there are still instances of free rent being
quoted, the current trend is definitely toward effective rents.

Tenant Improvements' Costs

      In the leasing of brand new professional office space, a building standard
for interior finishes is established. Should a particular tenant desire interior
office finishes which exceed the established building standard, then that tenant
must reimburse the landlord for constructing them. The standard work letter for
brand new first generation office space in the Lehigh Valley is approximately
$20.00 per square foot of rentable area. The cost for tenant requested interior
office finishes which exceed these standards are borne by the lessee. In relet,
second generation space like the subject, however, the cost of tenant
alterations is considerably less as many materials can be recycled.

      The trend of the current marketplace, particularly in second generation
space, has been to work with what is in place. From ownership's perspective,
cash for tenant improvements is scarce so that avoiding demolition and
reconstruction costs is important. We are informed that tenants are also less
demanding in their space improvements needs in order to secure a more favorable
rental rate in these competitive times for American business.

      In general terms, a simple re-painting and re-carpeting and cleaning of
ceiling tiles can cost from $5.00 to $8.00 per square foot of rentable area.
When some demolition and reconstruction is necessary, tenant improvement costs
easily escalate to the $10.00 to $15.00 per square foot range. A complete
demolition and reconstruction of a major tenant area or full floor will cost
from $18.00 to $22.00 per square foot in the current market. The amortization of
these costs over the term of the lease is expensive and can further lower
ownership's return.

================================================================================


                                       -14-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Leasing Commissions

      The standard market practice for leasing commissions at office space in
the Lehigh Valley is six percent of the first year's negotiated rent, five
percent of the second, four percent of the third, and three percent of each
successive year's gross rent - all payable at initial occupancy. On a weighted
average basis for a five year lease, commissions would amount to 4.2 percent of
the aggregate rent negotiated. For a renewal, half that amount is customary but
open to negotiation between ownership and the brokerage community. In any event,
the cost of leasing commissions is an expense to ownership beyond the general
operations of the real estate.

Direct Competition

      As of the end of the first quarter of 1997, there were a total of
approximately 3.8 million square feet of existing Class A commercial office
space in the Lehigh Valley market, itself, dispersed among 40 buildings. We have
identified 14 office buildings of the 40 Class A buildings in the market which
we believe directly compete for tenants with the subject property. This direct
competition is summarized on the opposing page. As can be seen from this
presentation, there are approximately 1.33 million square feet of office space
in these 14 buildings. At the end of the first quarter of 1997, total vacancy at
the competition was computed to be 9.2 percent, which is slightly below the
overall market. Rental rates range from $10.00 per square foot on a net basis up
to $17.50 per square foot plus electricity with a base year expense stop. As the
office buildings which comprise a part of the subject are currently 97 percent
occupied, the desirability of this sub-market is apparent.

Conclusions

      In conclusion, the local rental market has improved over the past 27
months, with overall vacancy in the Class A product type currently at 9.5
percent. During the past 3 to 4 years, overall absorption has been positive,
vacancy has declined and rental rates have increased modestly in the subject's
marketplace. Although it is best described as a secondary metropolitan area, the
Lehigh Valley is expected to be see gradual growth in job creation into the next
century. However, while forecasts call for an expansion in office type
employment, the absolute amount of that will be less than previously experienced
in the boom years of the Eighties. Nevertheless, the Lehigh Valley's proximity
to the highway network serving the Eastern Seaboard, coupled with its desirable
residential neighborhoods, should ensure a continued demand for office space in
this sector. With efficient management and aggressive promotion, we believe the
subject property will continue to favorably compete in this market.

Lehigh Valley Industrial Market Overview

      The Lehigh Valley area has become a desirable location for warehousing and
distribution to the Eastern Seaboard, particularly the area between Boston and
Washington, D.C. Along with Harrisburg to the west, It has become a favored
location for many national and regional firms for several reasons. First, and
foremost, is its access to a regional highway network which includes four
interstate roadways, including Interstate Routes 476 and 76 (the Pennsylvania
Turnpike), 78, 80, 81, and 83. This makes it possible to distribute goods to New
England, the Middle Atlantic States, the Midwest, and the South. Additionally,
as a largely non-union labor market, wage rates here are below those found in
the nearest major metropolitan areas such as New York/New Jersey, Philadelphia,
and Baltimore.

================================================================================


                                       -15-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      In addition to Iron Run, there are several other light industrial
developments in the area which have capitalized on the highway access available
here. These include the Meadows Business Center, a 63 acre park which adjoins
Iron Run to the north off of Snowdrift Road, and Mill Run Corporate Center, a
148 acre planned development now undergoing initial development. Additionally,
there are several developments on the south side of Interstate 78. The William
Penn Business Center is situated in the southeasterly quadrant formed by 1-78
and PA Route 100 and is largely built out with single and multi-occupant
facilities.

      Immediately to the west of the Stroh Brewery, which lies in the
southwesterly quadrant formed by the aforementioned highways, is a new
industrial park. This complex, known as Lehigh Valley West, now includes a 1.2
million square foot refrigerated warehouse under construction for occupancy by
Kellogg's and Pillsbury, a 250,000 square foot bottling and distribution center
occupied by Perrier, and a 1,000,000 square foot warehouse occupied by Nestle.
This latter facility was constructed in 1995 to consolidate five scattered
warehouse locations in Pennsylvania and New Jersey to this area. On the east
side of Route 100 is a newly constructed 250,000 square foot bottling and
distribution facility occupied by Coca-Cola. Other regional and national firms
with major distribution facilities in the immediate vicinity include Circuit
City, Sylvania Osram, and Exel Logistics. As was noted previously, True Value
has a major warehouse facility in Iron Run.

      The Lehigh Valley Industrial Market is comprised of two segments commonly
referred to as the East End and West End. The East End marketplace is centered
around the Allentown-Bethlehem-Easton International Airport and includes
several existing business parks. These include Lehigh Valley Industrial Parks I,
II, III, IV, and V, the Lehigh Valley Corporate Center, and the Bethlehem
Business Park. Smaller nodes of light industrial and flex development are also
found in this general area. Development in the noted parks includes light
industrial, flex, and office buildings.

      The West End market is found to the west of Route 309 and includes several
industrial parks centered around the interchange of Interstate 78 and Route 100.
While this market area also offers the broad spectrum of uses found in the East
End, the majority of space here is intended for warehouse users requiring large
blocks of space. The I-78/Route 100 interchange has been the focal point for
warehouse development here for many years. The most significant development here
is Iron Run Corporate Center. This development, which was described in a
previous paragraph, is the location of the subject property. As noted
previously, there are additional projects in the immediate vicinity as well.

      According to statistical data assembled by Cushman & Wakefield, the
existing inventory of industrial space in the Lehigh Valley was approximately
29.5 million square feet at the end of 1996. At that time, the vacancy rate was
estimated to be approximately 10.0 percent. This represents a continued trend of
improving market conditions. Over the past eighteen months, the vacancy rate in
industrial space has declined approximately 750 basis points. Also, of this
total inventory, approximately 21 million square feet is considered to be
modern, functional single story space. Although separate statistics are not kept
on this segment of the overall market, it is estimated that vacancy in this type
of space is closer to 9 percent at the present time.

================================================================================


                                       -16-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      Of the total building area noted above, approximately 1.73 million square
feet is classified as flex space, with the balance being warehouse and
manufacturing facilities. According to the most recent data assembled by Cushman
& Wakefield, there are current availabilities totaling approximately 245,000
square feet, indicating a vacancy rate of approximately 14.2 percent at year end
1996 within this segment of the marketplace.

      The completion of Interstate 78 served to increase warehouse development
activity here. Over the past two years, there have been several major
build-to-suit transactions completed here. In addition to the projects described
in a previous paragraph, a 600,000 square foot distribution facility was
constructed for occupancy by Circuit City Stores in Lehigh Valley Industrial
Park V to serve their northeastern region retail stores. Also in this park,
Osram Sylvania recently completed a 500,000 square foot regional warehouse to
replace a smaller, 203,000 square foot facility near I-78 and Route 100.

      Over the past three years, lease transactions in excess of 50,000 square
feet have been completed with such firms as Rodale Press, GTE, SKF Bearings,
Exel Logistics and Caterpillar Logistics, among others. During that time total
sales and leasing activity exceeded 7 million square feet. As more than half of
this activity involved leasing, the local vacancy rate has continued to decline
as noted previously. Rental rates in the Lehigh Valley generally range from
$3.00 to $4.50 per square foot for warehouse space. Most recent activity here
has involved smaller areas, where the range of rental rates is greater depending
upon the level of finish.

      Construction of new flex space has been at a veritable halt throughout the
Nineties as historic demand has lagged supply. The only exception to this has
been build-to-suit situations where the credit of the user or lead tenant is
tied to the financing of construction. As can be seen from the chart on the
opposing page, only three flex buildings have been constructed in this market
over the past five years. Of the total 178,000 square feet constructed, none was
available for lease.

      There are no reliable absorption statistics available on the industrial or
flex real estate market in the Allentown-Bethlehem-Easton Metropolitan Area as
there are in office or retail space. This is due to the manner in which this
type of property is presented to the market. Availabilities in the flex market
are: for sale, for lease, and, for sale or lease. When a flex property sells
that had been for lease, apples and oranges are created which cannot validly be
put together into one statistic titled absorption.

Rental Rates

      The rental rates for flex space such as that provided at one of the
subject properties is a function of physical condition, location, and degree of
interior finish. Typically, the office component will lease for $8.00 to $11.00
per square foot on a net basis, while the warehouse portion will lease from
$3.00 to $5.00 per square foot on a net basis. The actual lease terms for a
facility will often be a weighted average of the rental rates which the office
and warehouse components can command in the marketplace. Also, the cost of any
specialized space, particularly laboratory areas, will be amortized as an
extra-ordinary increase to the rent paid over the term of the lease. More
traditional industrial space leases in the latter range noted.

================================================================================


                                       -17-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      In summary, warehouse/distribution facilities occupied by credit tenants
on a long term basis are a preferred investment in the general real estate
market. Manufacturing facilities and flex buildings are not as favored due to
perceived additional risks of ownership, partially from vacancy and, within the
flex category, the uncertainty of tenant alterations costs and rollover/turnover
risk. Within the local market, overall vacancy is currently reported to be
approximately 10 percent. The overall vacancy rate for industrial space has
declined as this marketplace continues to recover from the oversupply remaining
from the depressed markets of the early 1990's. However, the available inventory
also includes older functionally obsolete buildings with limited demand. Thus,
if these properties are excluded from inventory, the true vacancy rate would be
less than indicated.

      New construction in the Lehigh Valley remains largely limited to
build-to-suit transactions, which will continue to constrain the supply side.
With underwriting criteria continuing to be stringent, this factor should
continue to influence new development in all of these markets over the
foreseeable future. In general, demand is strong and availabilities are limited
for modern, office/service and warehouse/distribution product. Economic data
indicate a growing economy and its effects have translated into decreasing
availabilities in this industrial real estate market.

      Also, the local marketplace has seen a considerable amount of sale
activity in both single and multi-tenanted complexes. Over the past two years,
several major investors, including Liberty Property Trust, First Industrial, and
J.P. Morgan Investment have acquired additional holdings in the Lehigh Valley.
These firms are also continuing to seek out new opportunities in the form of
existing properties or new development. Where sales of multi-tenant properties
in the early 1990's mainly involved bank foreclosures, the more recent activity
has been in stabilized properties. According to area brokers, approximately
975,000 square feet of industrial real estate was sold in the Lehigh Valley
marketplace in 1995. This was up significantly from 1994's sales of 675,650 and
1993's sales of 404,900 square feet. During 1996, sales reportedly total about
1.3 million square feet. This sale activity, coupled with the declining vacancy
rate, bodes well for the local marketplace over the foreseeable future.

Exposure Time

      Exposure Time is defined as the estimated length of time the property
interest being appraised would have been offered on the market prior to the
hypothetical consummation of a sale at the estimated market value on the
effective date of the appraisal. It is a retrospective estimate based upon an
analysis of past events assuming a competitive and open market. Thus, Exposure
Time is presumed to precede the effective date of the appraisal.

      Our analysis of comparable sales indicates that an Exposure Time of
between 6 and 12 months was typical for properties such as those which comprise
the subject. Therefore, based upon our analysis of comparable sales in
conjunction with the physical, locational and economic characteristics of the
subject property, it is our opinion that an Exposure Time of approximately nine
months would be typical prior to our market value conclusion as of the date of
valuation.

================================================================================


                                       -18-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                                       Site Specific Details
                                                        Iron Run Properties
===================================================================================================================================
                                                                                                                                   
Parcel        Location            Shape       Area        Primary      Topography    Utilities  Access          Street             
                                                          Frontage                                           Improvements          
===================================================================================================================================
<S>     <C>                     <C>         <C>             <C>        <C>                <C>      <C>    <C>
   #1   7535 Windsor Drive      Irregular   15.0000+/-Acs.  1,459.63'       Level         All      Good   Curbing, storm sewers. 

   #2   7450 Tilghman Street    Irregular   13.4304+/-Acs.    749.59'       Level         All      Good   Curbing, storm sewers. 

   #3   7055 Ambassador Drive   Irregular   11.7030+/-Acs.    795.00'     Sloping         All      Good   Curbing, storm sewers. 
                                                                                                                                 

   #4   6755 Snowdrift Road     Irregular    9.7339+/-Acs.    688.72'       Level         All      Good   Curbing, storm sewers. 
                                                                                                                                 

   #5   7150 Windsor Drive      Irregular    6.1485+/-Acs.    798.45'       Level         All      Good   Curbing, storm sewers. 

   #6   6690 Grant Way          Irregular    6.9031+/-Acs.    413.90'       Level         All      Good   Curbing, storm sewers. 
                                                                                                                                 

   #7   6845 Snowdrift Road     Irregular    8.6238+/-Acs.    640.87'       Level         All      Good   Curbing, storm sewers. 
                                                                                                                                 

   #8   6670 Grant Way          Irregular    6.8108+/-Acs.    506.02'       Level         All      Good   Curbing, storm sewers. 
                                                                                                                                 

   #9   7010 Snowdrift Road     Irregular    3.9342+/-Acs.    405.00'  Gently sloping     All      Good   Curbing, storm sewers. 

  #10   7020 Snowdrift Road    Rectangular   4.0909+/-Acs.    360.00'  Gently sloping     All      Good   Curbing, storm sewers. 
                                                                                                                                 

  #11   6810 Tilghman Street    Irregular    6.0533+/-Acs.     30.00'       Level         All      Good        Storm sewers      
                                                                                                                                 

  #12   Lot C-15 Windsor Drive  Irregular    5.0558+/-Acs.      N/A    Gently sloping     All      Good        Storm sewers      

  #13   Lot 58 Windsor Drive    Irregular   12.9879+/-Acs.      N/A    Gently sloping     All      Good;       Storm sewers      

  #14   Lot 61 Windsor Drive    Irregular    6.9879+/-Acs.      N/A    Gently sloping     All      Good        Storm sewers      

  #15   Lot 62 Windsor Drive    Irregular    6.8728+/-Acs.      N/A    Gently sloping     All      Good        Storm sewers.     

  #16   Lot 63 Windsor Drive    Irregular    4.2952+/-Acs.      N/A    Gently sloping     All      Good        Storm sewers.     

  #17   6870 Tilghman Street    Irregular    5.0017+/-Acs.      N/A    Gently sloping     All      Good        Storm sewers.     

  #18   6980 Snowdrift Road     Irregular   10.0702+/-Acs.      N/A         Level         All      Good        Storm sewers.     

  #19   6642 Grant Way          Irregular    5.4892+/-Acs.      N/A         Level         All      Good        Storm sewers.     

  #20   N/S Ambassador Drive    Irregular   14.0000+/-Acs.      N/A    Gently sloping     All      Good        Storm sewers.     

  #21   Ambassador & Hickory    Irregular    3.0000+/-Acs.      N/A    Gently sloping     All      Good        Storm sewers.     
===================================================================================================================================
</TABLE>

===============================================
                                         Floor        
Parcel            Status                 Area         
                                         Ratio        
===============================================
   #1   129,223 SF office building       19.8%        
                                                      
   #2   100,000 SF office building       17.1%        
                                                      
   #3      153,600 SF industrial         30.1%        
                  building                            
                                                      
   #4      125,000  SF industrial         29.5%        
                   building                           
                                                      
   #5    49,420 SF flex building         18.5%        
                                                      
   #6       88,000 SF industrial         29.3%        
                   building                           
                                                      
   #7       93,000 SF industrial         24.8%        
                   building                           
                                                      
   #8       72,885 SF industrial         24.6%        
                   building                           
                                                      
   #9       33,029 SF office building    19.3%        
                                                      
  #10       41,390 SF industrial         23.3%        
                   building                           
                                                      
  #11       54,844 SF industrial         32.3%        
                   building                           
                                                      
  #12            Vacant Land              N/A         
                                                      
  #13            Vacant Land              N/A         
                                                      
  #14            Vacant Land              N/A         
                                                      
  #15            Vacant Land              N/A         
                                                      
  #16            Vacant Land              N/A         
                                                      
  #17            Vacant Land              N/A         
                                                      
  #18            Vacant Land              N/A         
                                                      
  #19            Vacant Land              N/A         
                                                      
  #20            Vacant Land              N/A         
                                                      
  #21            Vacant Land              N/A         
===============================================
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

The Subject Property

      The subject property consists of 21 separate parcels of real estate. Of
this total, 11 are improved with buildings; the remaining 10 are vacant sites
awaiting future development. Among those parcels which are now improved with
buildings: seven of them are modern, single story industrial facilities; one is
a single story "flex" facilities; two are single story office buildings and the
remaining property is a multi-story office buildings. The following is more
detailed description of the 21 parcels which comprise the subject property:

Site Descriptions

      On the opposing page is a presentation of site specific characteristics
for the 20 parcels which comprise the subject property. In our appraisals of
these parcels, we did not receive nor review a soil report. However, we assume
that the soil's load-bearing capacity is sufficient to support all existing
structures and any which might eventually be constructed on the now vacant
parcels. The sites' drainage appears to be adequate.

      We were not given a title report to review. We do not know of any other
easements, encroachments or restrictions, other than normal utility easements
that would adversely affect the sites' uses. However, we recommend a title
search to determine whether any adverse conditions exist.

      We were not given a Wetlands survey to review either. If subsequent
engineering data reveal the presence of regulated wetlands areas, it could
materially affect property value. We recommend a wetlands survey by a competent
engineering firm.

      According to Community Panel #420144-0005C, National Flood Insurance Rate
Map, effective April 2, 1979, all of the parcels which comprise the subject are
situated in Flood Hazard Zone C, an area of minimal flood risk. Therefore, they
do not require flood hazard insurance.

      No evidence of toxic or hazardous substances were observed during our
inspection of the sites. However, we are not trained to perform technical
environmental inspections. A professional study is recommended for final
determination of any presence of toxic substances.

      Overall, the sites are typical of business campus development in the area,
functionally adequate and well suited for that use

================================================================================


                                       -19-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                           General Physical Attributes of the Improvments
                                                         Iron Run Properties
====================================================================================================================================
                                       Rentable                       Basic                              Finished  Ceiling  Loading 
Parcel        Location          Age      Area    Stories            Construction              Condition    Area    Heights   Doors  
====================================================================================================================================
<S>     <C>                    <C>    <C>           <C>   <C>                                  <C>         <C>        <C>   <C>
   #1   7535 Windsor Drive     1986   129,223 SF    4          Masonry with Steel Frame        Excellent   100.0%     10'     None  

   #2   7450 Tilghman Street   1986   100,000 SF    1          Masonry with Steel Frame        Excellent   100.0%     10'      1TG  

   #3   7055 Ambassador Drive  1991   153,600 SF    1     Metal and Masonry with Steel Frame   Excellent     4.6%     26'   18TG/3DI

   #4   6755 Snowdrift Road    1988   125,000 SF    1          Masonry with Steel Frame        Excellent     1.6%     24'    3TG/1DI

   #5   7150 Windsor Drive     1989    49,420 SF    1          Masonry with Steel Frame        Excellent    80.0%     18'      4TG  

   #6   6690 Grant Way         1981    88,000 SF    1          Masonry with Steel Frame          Good        2.8%     24'     12TG  

   #7   6845 Snowdrift Road    1975    93,000 SF    1          Masonry with Steel Frame          Good        0.0%     24'     14TG  

   #8   6670 Grant Way         1979    72,885 SF    1     Metal and Masonry with Steel Frame     Good       19.2%     24'     1OTG  

   #9   7010 Snowdrift Road    1991    33,029 SF    1     Metal and Masonry with Steel Frame   Excellent   100.0%     18'     None  

  #10   7020 Snowdrift Road    1975    41,390 SF    1           Masonry with Steel Frame         Good        5.0%     16'      8TG  

  #11   6810 Tilghman Street   1975    54,844 SF    1     Metal and Masonry with Steel Frame     Good        3.3%     18'   1OTG/3D1
====================================================================================================================================
</TABLE>

====================
           Remaining 
Parcel       Life    
====================
   #1      30 Years  
                     
   #2      30 Years  
                     
   #3      40 Years  
                     
   #4      35 Years  
                     
   #5      35 Years  
                     
   #6      30 Years  
                     
   #7      25 Years  
                     
   #8      25 Years  
                     
   #9      40 Years  
                     
  #10      25 Years  
                     
  #11      25 Years  
===================
<PAGE>

                                                            Property Description
================================================================================

Descriptions of Improvements

      On the opposing page is a presentation of general physical characteristics
for the 11 buildings which are part of the subject property. The reader will
note that we have not made, nor are we qualified by training to make, a
compliance survey of the properties with the American with Disabilities Act
(ADA). Since we have not been provided with the results of a professional
survey, we did not consider possible non-compliance with the requirements of ADA
in estimating the value of the real estate.

      Additionally, we are not aware of any potentially hazardous materials
which may have been used in the construction of the improvements to the subject
site. Again, we are not qualified to detect such materials and urge the client
to employ an expert in the field to determine if any exist. Finally, no personal
property is included in our analysis of the subject property The following
paragraphs describe specific important attributes for each building:

      7535 Windsor Drive - This is a four story office building. The ground
      floor includes an attractive lobby area leading to three passenger
      elevators. Office area on each floor is accessed via common hallways.
      Men's and women's ceramic tile washrooms are provided on each floor. It is
      entirely heated and cooled by an electric VAV system and is fully
      sprinklered. Office finishes include carpeted floors, painted or vinyl
      clad walls, and suspended acoustical tile ceilings with recessed
      fluorescent lighting. Most office areas are demised with private and
      general office areas.

      Functionally, the common areas of 7535 Windsor Drive are modern and
      attractive, exhibiting continued upgrading over the recent past.
      Locationally, there are no deleterious influences emanating form outside
      this property which would create external obsolescence. On-site parking
      for 550+/- cars are provided and low maintenance shrubbery and green areas
      present an aesthetic appeal to the building.

      7450 Tilghman Street - This office building is a single story facility
      which was built-to-suit for occupancy by a single tenant. However, it
      could be adapted for multi-tenanted occupancy if desired. Men's and
      women's ceramic tile washrooms are provided in several locations. It is
      entirely heated and cooled by an electric VAV system and is fully
      sprinklered. There is also a full cafeteria and a raised floor computer
      room. Office finishes include carpeted floors, painted or vinyl clad
      walls, and suspended acoustical tile ceilings with recessed fluorescent
      lighting. The building is demised with major general office areas and
      perimeter private offices.

      Functionally, 7450 Tilghman Street is a modern and attractive facility,
      exhibiting a high degree of maintenance. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. On-site parking for 650+/- cars are provided
      and low maintenance shrubbery and green areas present an aesthetic appeal
      to the building.

================================================================================


                                       -20-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

      7055 Ambassador Drive - This single story industrial building is
      partitioned into a front office area and a rear devoted to warehouse
      space. The office features carpeted floors, painted sheetrock walls and
      suspended acoustical tile ceilings with recessed fluorescent lighting.
      There are ceramic tile washrooms in the office area and a small employee
      kitchen. Heating and cooling to office areas are provided by electrically
      fired ceiling units.

      The rear warehouse area basically features painted exposed construction
      with the exception of a 2,000+/- square foot shipping office. Heat is
      supplied by gas fired air rotation units and lighting is derived by
      suspended sodium vapor fixtures. The building is sprinklered for fire
      protection with a high intensity system and the loading docks have
      levelers with weather guards.

      Functionally, the improvements consist of a modern, high bay facility
      designed for warehousing and distribution. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. Adequate on-site parking and turn-around
      areas are provided and low maintenance shrubbery and green areas present
      an aesthetic appeal to the building.

      6755 Snowdrift Road - This is a single story industrial building which is
      currently leased to a single tenant. It has 2,000+/- square feet of
      office area in the front of the building, with the balance devoted to
      warehouse area. Heat is provided by gas fired suspended units in the
      warehouse; the office area is heated and air conditioned by an electric
      fired package unit. In addition to the existing loading, there are
      knockout panels for six additional tailgate doors. The building also has a
      new roof.

      Functionally, the improvements consist of a modern, high bay facility
      designed for warehousing and distribution. This structure is also
      expandable by 50,000 square feet if desired. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. Adequate on-site parking and turnaround
      areas are provided and low maintenance shrubbery and green areas present
      an aesthetic appeal to the building.

      7150 Windsor Drive - This is a single story flex building which is
      currently demised for occupancy by six tenants. All are office/assembly
      type operations and, as a result, each has highly finished space. Typical
      office finishes include carpeted floors, painted walls, and suspended
      acoustical tile ceilings with recessed fluorescent lighting. Assembly
      areas are similar, with the primary difference being vinyl tile floors and
      some painted concrete block walls. Loading is provided at the rear of the
      building. It is fully sprinklered and heated and air conditioned by roof
      mounted electric units. Suspended, gas units are provided in the limited
      warehouse areas in one tenant space.

      Functionally, the improvements consist of a modern, multi-tenanted
      facility designed for office or office/assembly occupancy. Locationally,
      there are no deleterious influences emanating form outside this property
      which would create external obsolescence. Adequate on-site parking and
      maneuvering areas are provided and low maintenance shrubbery and green
      areas present an aesthetic appeal to the building.

================================================================================


                                       -21-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

      6690 Grant Way - This single story warehouse/distribution facility is
      currently demised for occupancy by two tenants. Office area includes
      private and general area for each tenant with carpeted floors, painted
      floors, and suspended acoustical tile ceilings with recessed fluorescent
      lighting. The balance of each tenant area is open, unfinished warehouse
      area. Washroom facilities are provided to each. The facility is fully
      sprinklered by a wet system. Warehouse lighting is provided by high
      pressure sodium fixtures.

      Functionally, the improvements consist of a modern, two-tenant facility
      designed for warehouse/distribution occupancy. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. Adequate on-site parking and maneuvering
      areas are provided and low maintenance shrubbery and green areas present
      an aesthetic appeal to the building.

      6845 Snowdrift Road - This single story warehouse/distribution facility is
      also currently dernised for occupancy by two tenants. At present, this
      facility is devoted entirely to warehouse area and has no finished office
      space. As such, each tenant area is open, unfinished warehouse area.
      Washroom facilities are provided to each. The facility is fully
      sprinklered by a wet system. Warehouse lighting is provided by fluorescent
      fixtures.

      Functionally, the improvements consist of a modern, two-tenant facility
      designed for warehouse/distribution occupancy. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. Adequate on-site parking and maneuvering
      areas are provided and low maintenance shrubbery and green areas present
      an aesthetic appeal to the building.

      6670 Grant Way - This single story warehouse/distribution facility is
      currently dernised for single tenant occupancy. Office area includes two
      levels, with private and general area for each tenant with carpeted
      floors, painted floors, and suspended acoustical tile ceilings with
      recessed fluorescent lighting. The balance of the building is open,
      unfinished warehouse area. Washroom facilities are provided to both the
      office and warehouse areas. The facility is fully sprinklered by a wet
      system. Warehouse lighting is provided by high pressure sodium and
      fluorescent fixtures.

      Functionally, the improvements consist of a modern, single tenant facility
      designed for warehouse/distribution occupancy. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. Adequate on-site parking and maneuvering
      areas are provided and low maintenance shrubbery and green areas present
      an aesthetic appeal to the building.

================================================================================


                                       -22-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

      7010 Snowdrift Road - This office building is a single story facility
      which was, until recently, occupied by a single tenant. However, it was
      designed and constructed for the multi-tenanted occupancy to which it is
      now being converted. Each tenant area will be demised to suit with
      private and general office areas. Men's and women's ceramic tile washrooms
      will be provided in each tenant area. It is entirely heated and cooled by
      an electric system and is fully sprinklered. Office finishes include
      carpeted floors, painted or vinyl clad walls, and suspended acoustical
      tile ceilings with recessed fluorescent lighting.

      Functionally, 7010 Snowdrift Road is a modern and attractive facility,
      exhibiting a high degree of maintenance. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. On-site parking for 150+/- cars are provided
      and low maintenance shrubbery and green areas present an aesthetic appeal
      to the building.

      7020 Snowdrift Road - This single story industrial building is currently
      demised for occupancy by two tenants. Each tenant area offers minimal
      office areas with ceramic tile washrooms. Office finishes include carpeted
      floors, painted walls, and suspended acoustical tile ceilings with
      recessed fluorescent lighting. Warehouse areas are open and unfinished.
      The office areas are fully heated and air conditioned by roof mounted
      electric systems; the warehouse space is heated by suspended gas units.

      Functionally, 7020 Snowdrift Road is a modern and attractive facility,
      exhibiting a high degree of maintenance. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. On-site parking and adequate maneuvering
      area are provided and low maintenance shrubbery and green areas present an
      aesthetic appeal to the building.

      6810 Tilghman Street - This single story industrial building is currently
      demised for occupancy by two tenants. Each tenant area offers minimal
      office areas with ceramic tile washrooms. Office finishes include carpeted
      floors, painted walls, and suspended acoustical tile ceilings with
      recessed fluorescent lighting. Warehouse areas are open and unfinished.
      The office areas are fully heated and air conditioned by roof mounted
      electric systems; the warehouse space is heated by suspended gas units.

      Functionally, 7020 Snowdrift Road is a modern and attractive facility,
      exhibiting a high degree of maintenance. This building is also expandable
      to up to 100,000 square feet in total. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. On-site parking and adequate maneuvering
      area are provided and low maintenance shrubbery and green areas present an
      aesthetic appeal to the building.

================================================================================


                                       -23-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of Upper Macungie
Township, Lehigh County, Pennsylvania. Taxes are levied against all real
property in this locale for the purpose of providing funding for the various
municipalities. The amount of ad valorem taxes is determined by the current
assessed value for the real property, in conjunction with the total combined tax
rates of the taxing jurisdiction.

Tax Rates

      No comparison can be performed on long term trends in tax rates levied by
the above noted taxing jurisdictions as the county underwent a revaluation in
1994. As a result, rates were reset in 1995 based upon the newly implemented tax
assessments. The current assessor indicated that, prior to that time, the tax
rate increased, on average about 3 percent per year. This increase was uneven
during the late 1980's as considerable new construction was taking place and
limited the need for increases. As new construction slowed, increases in rates
were reportedly more dramatic. Typically, over the long term, tax rates will
mirror inflationary trends, with average compound growth rates of 3.0 to 4.0
percent.

      Tax rates increase or decrease annually based upon changes in municipal
budgets and the total tax base. Again, over the longer term, tax rate increases
tend to mirror inflationary trends, except during periods of economic decline or
in fast growing areas where new services are required. With the stabilization of
real estate values and the tax base, we are of the opinion that more normal
increases in tax rates, of say 3.0 to 4.0 percent, will be the trend over the
intermediate term.

Tax Assessment

      Lehigh County establishes the assessed value on real property for all of
the previously noted taxing jurisdictions. Assessed values have not changed
since the aforementioned revaluation unless as a result of an appeal. The 1997
assessments for each of the properties which comprise the subject are as
follows:

================================================================================


                                       -24-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Real Property Taxes and Assessments
================================================================================

      =========================================
               Current Assessed Values
      =========================================
            Address                  Assessment
      =========================================
      7535 Windsor Dr.              $ 4,500,000
      -----------------------------------------
      7450 Tilghman St.             $ 3,373,000
      -----------------------------------------
      7055 Ambassador Dr.           $ 2,271,550
      -----------------------------------------
      6755 Snowdrift Rd.            $ 1,891,850
      -----------------------------------------
      7150 Windsor Dr.              $ 1,462,700
      -----------------------------------------
      6690 Grant Way                $ 1,334,050
      -----------------------------------------
      6845 Snowdrift Rd.            $ 1,389,050
      -----------------------------------------
      6670 Grant Way                $ 1,089,450
      -----------------------------------------
      7010 Snowdrift Rd.            $ 1,106,900
      -----------------------------------------
      7020 Snowdrift Rd.            $   595,700
      -----------------------------------------
      6810 Tilghman St.             $   817,400
      -----------------------------------------
      6870 Tilghman St.             $   150,050
      -----------------------------------------
      S/S Windsor Dr.               $   744,550
      -----------------------------------------
      N/S Windsor Dr.               $   393,650
      -----------------------------------------
      6980 Snowdrift Rd.            $   299,700
      -----------------------------------------
      6642 Grant Way                $   148,500
      -----------------------------------------
      N/S Ambassador Dr.            $   526,500
      -----------------------------------------
      Total                         $22,094,600
      =========================================

      In an effort to evaluate the fairness of the subject's current assessed
value and future prospects for a change in the assessment, we have (1) compared
the assessment to estimated value of the subject property via the Income
Capitalization Approach as presented later in this report; and (2) the market
value estimate concluded in this report.

      The estimated value of the subject property in the Income Capitalization
Approach section of this report is $48,175,000, which is consistent with our
final value conclusion. Based on our discussion with the Lehigh County
Assessor's Office, the Income Capitalization Approach is the typical methodology
the Assessor's office uses in determining the value of properties such as those
which compose the subject. While the assessment is designated at 50 percent of
the market value of a property, it is our understanding that this taxing
authority is not particularly aggressive in its property assessments. Thus, we
are not surprised that the assessed value is approximately 15 percent lower than
our value estimate via the Income Capitalization Approach and our final value
conclusion. As such, the subject property appears to be assessed fairly.

Real Property Tax Conclusions

      Applying the 1997 assessment for the subject to the total tax rate results
in a combined tax burden of $634,335.97 in that year as calculated in the
following chart.

================================================================================
     $.02871       X       $22,094,600           =              $634,335.97
================================================================================

      The above taxes have been paid for 1996. County and township taxes are
paid for 1997. School taxes are not due and payable until September, 1997.

================================================================================


                                       -25-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned L-1, Light Industrial by Upper Macungie
Township. The use regulations of this zone encourage light industrial, office
and business development and uses, as well as certain agricultural uses. The
developmental requirements in this zone are summarized as follows:

================================================================================
                            Developmental Requirements
                              L-1 Light Industrial
                             Upper Macungie Township
================================================================================
       Minimum Site Area:                  87,000 square feet

       Minimum Lot Width:                  150'at building setback line; 250'
                                           at street right-of-way line.

       Minimum Building Setback:           150'

       Maximum Impervious Coverage:        75%

       Minimum Front Yard:                 50'

       Minimum Side Yard:                  30' each

       Minimum Rear Yard:                  30'

       Maximum Building Height:            50' or four stories

      We know of no deed restrictions (private or public) which would further
limit the use of the subject property. However, this statement should not be
taken as a guarantee or warranty that no such restrictions exist. Deed
restrictions are a legal matter and only a title examination by an attorney
would normally uncover such restrictive covenants. Thus, an updated title search
of the subject property is recommended to determine the existence of such
restrictions.

================================================================================


                                      -26-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Physically Possible

      The sites which comprise the subject property vary in area from
approximately 3.9342 to 15.0000 acres. Each offers frontage along Windsor Drive,
Snowdrift Road, Tilghman Street, or Ambassador Drive; all are important local
roadways which serve Iron Run Corporate Center. The size and configuration of
each of the sites is felt to provide a suitable land use and/or development
potential for a wide variety of possible and ordinary suburban land uses.
Municipal utilities would adequately provide for nearly all uses. Street
improvements are also adequate.

Legally Permissible

      The subject's zoning classification permits development of light
industrial, office, and business related uses. These types of uses are
consistent with those presently in existence in Iron Run Corporate Center.

Financially Feasible

      Several features of the subject property indicate that a light industrial
or office use is the highest and best use of the subject property. First, the
Iron Run Corporate Center is a location which offers a level of prestige to both
types of tenants. In addition, this high profile business development offers
excellent access to the regional highway system.

      Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is for light industrial or office development consistent
with zoning.

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

================================================================================


                                      -27-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Highest and Best Use
================================================================================

      Unlike the previous analysis of the subject sites as vacant, this analysis
considers the various parcels which comprise the subject property as currently
improved with an evaluation as to the physical, legal, and financial
appropriateness of the existing land use. 

Physical Considerations

      The developed sites are improved with existing structures and, based upon
our observation, there are no apparent physical factors such as soils, drainage,
or other site characteristics that would adversely affect the continued utility
and/or existence of the subject improvements.

Legal Considerations

      The subject sites, as presently improved, each represents a legal,
conforming use.

Financially Feasible

      The use of the subject improvements is considered to contribute in an
economic manner to their respective sites. Occupancy levels at the subject
property are slightly higher than competing office and light industrial
buildings in the Lehigh Valley. We believe the occupancy of the subject property
is generally considered to indicate market feasibility.

      Therefore, based on the subject's historical performance and the prospect
for continued growth, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the various sites as improved.

================================================================================


                                      -28-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office and industrial building sales
            which exhibit similar physical and economic characteristics to the
            subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the sales price per square foot and extracted overall
            capitalization rates.

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office and
            industrial uses.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

================================================================================


                                      -29-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                               Valuation Process
================================================================================

      o     Considered the type and reliability of the data used and
            applicability of each approach.

      o     Reconciled the approaches to a final value conclusion.

      Finally, there are ten parcels of vacant land associated with the subject
property. We have taken a Developmental Approach to the valuation of this
portion of the subject, which analyzes the potential proceeds of sale for the
various parcels over time. In effect, this valuation technique combines aspects
of all three of the conventional methods.

================================================================================


                                      -30-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Market Summary
                                                          Office Complexes
                                                     Lehigh Valley, Pennsylvania
====================================================================================================================================
                                                      Rentable      Floor                                  Date
Sale          Location                      Land      Building      Area      Age   Condition  Occupancy    of      Unit     Overall
                                            Area        Area      Coverage                                 Sale     Rate      Rate
====================================================================================================================================
<S>   <C>                                <C>           <C>         <C>     <C>        <C>        <C>       <C>    <C>        <C>   
 #1   Lehigh Valley Office Commons       12.599 Acs    60,580 SF   11.0%   1989-90    Good       96.7%     7/96   $64.38/SF  10.60%
      87 S. Commerce Way
      Lehigh Valley Industrial Park IV
      Hanover Township
      Northampton County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
 #2   Newpointe                           4.46 Acs     47,147 SF   24.3%    1989      Good        100%    10/95   $69.99/SF   9.48%
      98 Broadhead Road
      Lehigh Valley Industrial Park IV
      Hanover Township
      Northampton County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
 #3   Westfield Corporate Center          4.18 Acs     56,493 SF   31.0%    1989      Good         84%     6/95   $52.22/SF  11.00%
      4905 Tilghman Street
      South Whitehall Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
 #4   Lehigh Valley Executive Campus     16.0007 Acs  163,690 SF   23.5%   1987-89    Good         89%     6/95   $67.81/SF   9.37%
      2200/02 Irving Street
      867, 871 & 881 Marcon Boulevard
      Lehigh Valley Industrial Park Ill
      Hanover Township
      Lehigh County, PA
====================================================================================================================================
</TABLE>
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, effective gross income
            multiplier, and overall capitalization rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

Analysis of Sales

      Over the past 24 months, the Lehigh Valley market has shown signs of
improvement. Rents have increased and concession packages have all but
disappeared as positive net absorption is taking place. In terms of the
investment market, demand is primarily being generated by institutional
investors including several large REIT's and several national investors with
regional partners.

      The subject property consists of eleven separate but adjacent parcels. On
the opposing page is a presentation of the comparable property sales which were
analyzed for the valuation of 7535 Windsor Drive. The most widely-used and
market-oriented unit of comparison for properties such as the subject is the
sales price per square foot of building area. All comparable sales were analyzed
on this basis. Detail sheets describing these and all the sales employed in this
analysis can be found among the Addenda to this report.

================================================================================


                                      -31-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

7535 Windsor Drive

      This property is a 129,223 square foot four story office building on
15.0000+/- acres of land which was constructed in 1986. It is now 100 percent
occupied by 11 tenants. On the date of inspection, the building was in excellent
condition having benefited from an on-going maintenance program. This facility
provides quality office finishes and offers an excellent location within Iron
Run Corporate Center. The property possesses good "curb appeal" and features
good quality construction materials. With regard to the market data assembled
for this analysis, the following comparisons are made:

      Comparable Property Sale #1 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leaseholds interests. Locationally, Sale #1 is
      considered slightly inferior to the subject.

      Physically, this property was in good overall condition at the time of
      sale, which is inferior to the excellent condition of the subject.
      Economically, Sale #1 was 96.7 percent leased at the time of conveyance
      which is comparable to the 100 percent occupancy now experienced by the
      subject. No non-realty items of property were reported to be included in
      the price for this property. Overall, a positive adjustment is warranted
      for Sale #1.

      Comparable Property Sale #2 was also an arm's length transaction which
      also offers a slightly inferior location to the subject. Market conditions
      were considered inferior at the time of sale, indicating a positive
      adjustment to be appropriate. Physically, this property was in excellent
      condition at the time of sale which is consistent with that of the
      subject. This building is, however, more modern than the subject.
      Economically, Sale #2 was 100 percent leased at the time of conveyance. No
      non-realty items were included with the sale. Overall, a positive
      adjustment is warranted for Sale #2.

      Comparable Property Sale #3 offers a highly visible and accessible
      location on Tilghman Street at the Pennsylvania Turnpike. This transaction
      was reported to be arm's length and was accomplished with market oriented
      financing without any adverse leaseholds interests. Sale #3 occurred at a
      time when market conditions were inferior to those of the present time.

      Physically, this property is slightly more modern than the subject.
      Despite this, its overall condition was considered similar. Positive
      adjustment for economic characteristics is necessary here to account for
      the lower occupancy level at the sale property at the time of sale.
      Overall, a positive adjustment is made to Sale #3.

      Finally, Comparable Property Sale #4 offers a slightly inferior location
      in the Lehigh Valley Industrial Park III. Positive adjustment to account
      for favorable changes in market conditions has been considered.
      Physically, this property was in excellent condition at the time of sale
      which is consistent with that of the subject. Economically, Sale #4 was 89
      percent leased at the time of conveyance. Overall, a positive adjustment
      is warranted for Sale #4.

================================================================================


                                      -32-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Conclusion - The four sales assembled for this analysis of 7535 Windsor
      Drive reflect a range in unit value from $52.22 to $69.99 per square foot
      of rentable building area. The adjustments discussed above are presented
      to outline the logic of our thought processes with the ultimate result
      being a plausible market value conclusion for the subject property. Based
      on our analysis of these data on a price per square foot basis, we have
      concluded an appropriate adjusted range of $82.00 to $87.00 per square
      foot of rentable building area. From within this adjusted range, we
      conclude the Sales Comparison Approach to indicate a current market value
      of $11,000,000 for 7535 Windsor Drive. This indication of value is equal
      to $85.12 per square foot of rentable building area.

7450 Tilghman Street

      This property is a 100,000 square foot single story office building on
13.4304+/- acres of land which was constructed in 1986. It is now 100 percent
occupied by one tenant, Prudential Insurance Company. However, the lease with
this tenant will expire at year-end 1997. Although negotiations are reportedly
ongoing with another tenant, no agreement had been reached as of the effective
date of appraisal. On the date of inspection, the building was in excellent
condition having benefited from an on-going maintenance program. This facility
provides quality office finishes and offers an excellent location within Iron
Run Corporate Center. The property possesses good "curb appeal" and features
good quality construction materials. The same data considered in our analysis of
7535 Windsor Drive are reanalyzed here. With regard to these market data, the
following comparisons are made:

      Comparable Property Sale #1 is considered slightly inferior to the
      subject. Physically, this property was in good overall condition at the
      time of sale, which is inferior to the excellent condition of the subject.
      Economically, Sale #1 was 96.7 percent leased at the time of conveyance,
      as opposed to the potential of the subject to be entirely vacant within
      six months. No non-realty items of property were reported to be included
      in the price for this property. Overall, a negative adjustment is
      warranted for Sale #1.

      Comparable Property Sale #2 also offers a slightly inferior location to
      the subject. Physically, this property was in excellent condition at the
      time of sale which is consistent with that of the subject. A positive
      adjustment for improving market conditions since the date of sale is
      considered necessary. Economically, Sale #2 was 100 percent leased at the
      time of conveyance. Overall, a positive adjustment is warranted for Sale
      #2.

      Comparable Property Sale #3 also requires positive adjustment to account
      for favorable changes in market conditions since the date of sale. This is
      offset, to a degree, by the fact that this property was substantially
      occupied at the time of sale. As was noted, the existing lease over the
      subject expires at year-end.

================================================================================


                                      -33-
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<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Market Summary
                                                      Wharehouse Building Sales
                                                     Lehigh Valley, Pennsylvania
====================================================================================================================================
                                                      Rentable     Land/                                   Date
Sale          Location                      Land      Building     Bldg.      Age   Condition  Occupancy    of      Unit     Overall
                                            Area        Area       Ratio                                   Sale     Rate      Rate
====================================================================================================================================
<S>   <C>                                <C>           <C>         <C>     <C>        <C>        <C>       <C>    <C>        <C>   
 #1   904-34 Marcon Boulevard            14.64 Acs     182,400 SF  3.50:1  1987       Good       97.4%     7/96   $32.89/SF  11.00%
      Lehigh Valley Industrial Park III
      Hanover Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
 #2   6813, 6829, 6831 Ruppsville Road   19.30 Acs     302,600 SF  2.78:1  1984-88    Good        100%     2/96   $28.75/SF  10.20%
      & 7663 Industrial Boulevard
      Upper Macungie Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
 #3   1 & 5 Highland Avenue               6.72 Acs      72,129 SF  4.06:1  1988       Good         70%     12/95  $42.00/SF   N/A
      Bethlehem Business Park V
      Hanover Township
      Northampton County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
 #4   7620 Cetronia Road                 12.32 Acs     155,060 SF  3.46:1  1990     Excellent     100%     5/95   $31.48/SF   9.89%
      Upper Macungie Township
      Lehigh County, PA
====================================================================================================================================
</TABLE>
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #4 offers a slightly inferior location in the
      Lehigh Valley Industrial Park III. Positive adjustment to account for
      this, as well as improving market conditions since the date of sale, has
      been considered. Physically, this property was in excellent condition at
      the time of sale which is consistent with that of the subject.
      Economically, Sale #4 was 89 percent leased at the time of conveyance.
      Overall, no adjustment is warranted for Sale #4.

      Conclusion - The four sales assembled for this analysis of 7450 Tilghman
      Street reflect a range in unit value from $52.22 to $69.99 per square foot
      of rentable building area. The adjustments discussed on the previous page
      are presented to outline the logic of our thought processes with the
      ultimate result being a plausible market value conclusion for the subject
      property. Based on our analysis of these data on a price per square foot
      basis, we have concluded an appropriate adjusted range of $65.00 to $70.00
      per square foot of rentable building area. From within this adjusted
      range, we conclude the Sales Comparison Approach to indicate a current
      market value of $6,700,000 for 7450 Tilghman Street. This indication of
      value is equal to $67.00 per square foot of rentable building area.

7055 Ambassador Drive

      On the opposing page is a presentation of the comparable property sales
which were analyzed for the valuation of 7055 Ambassador Drive. This property is
a 153,600 square foot single story warehouse on 11.7030+/- acres of land which
was constructed in 1991. It is now 100 percent occupied by a single tenant. On
the date of inspection, the building was in excellent condition having benefited
from an on-going maintenance program. This facility provides 4.6 percent
interior office finishes on an overall basis and ceiling heights of 26 feet. The
property possesses good "curb appeal" and features good quality construction
materials. With regard to the market data assembled for this analysis, the
following comparisons are made:

      Comparable Property Sale #1 was sold by a motivated seller. Prior to the
      ultimate sale, an agreement of sale had been dissolved. Subsequent to this
      occurring, the grantor ordered a quick sale. Positive adjustment to
      account for this is warranted. Locationally, the sale property is situated
      in a planned industrial park which, though desirable, is considered
      inferior to Iron Run. Thus, additional positive adjustment is warranted.

      Physically, this property was only in good condition at the time of sale
      which is inferior to the excellent overall condition of the subject. This
      complex had 20 to 22 foot clear ceilings, which is lower than the 26 foot
      clear heights found at the subject. Positive adjustments are considered as
      a result. Economically, Sale #1 was 97 percent leased at the time of
      conveyance which is generally consistent with the 100 percent occupancy
      now experienced by the subject. No non-realty items of property were
      reported to be included in the price for this property. Overall, a
      positive adjustment is warranted for Sale #1.

================================================================================


                                      -34-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #2 benefits from a comparable location in Upper
      Macungie Township immediately to the south of the subject. Physically,
      this property was older than the subject and in good condition at the time
      of sale, factors which render it inferior to the subject. This complex had
      22 foot clear ceilings and 2 percent finished area as well. Economically,
      Sale #2 was 100 percent leased at the time of conveyance. Overall, a
      positive adjustment is warranted to Sale #2.

      Comparable Property Sale #3 was an arm's length transaction which was
      accomplished with market oriented financing without any adverse leaseholds
      interests. Sale #3 occurred at a time when market conditions were inferior
      to those of the present.

      From a locational point of view, Sale #3 is considered inferior to the
      subject property. Physically, this property has lower ceiling clearances
      and less loading. This property was purchased by a user so that no
      adjustment for economic characteristics is necessary here. However, a
      positive adjustment to account for its smaller size is warranted. Overall,
      a positive adjustment is made to Sale #3.

      Finally, Comparable Property Sale #4 benefits from a similar location in
      Upper Macungie on the south side of Interstate 78. A positive adjustment
      to account for favorable changes in market conditions since the date of
      sale is considered appropriate. Physically, this property was in excellent
      condition at the time of sale which is consistent with that of the
      subject. This building had 24 foot clear ceilings and 8 percent finished
      interior as well. Economically, Sale #4 was 100 percent leased to three
      tenants at the time of conveyance. However, all were of short tenure and
      were scheduled to expire within six months. Overall, a positive adjustment
      is warranted for Sale #4.

      Conclusion - The four sales assembled for this analysis of 7055 Ambassador
      Drive reflect a range in unit values from $28.75 to $42.00 per square foot
      of gross building area. The adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $35.00 to $40.00 per square foot of gross
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $5,900,000 for
      7050 Ambassador Drive. This indication of value is equal to $38.41 per
      square foot of gross building area.

6755 Snowdrift Road

      This property is a 125,000 square foot single story warehouse on 9.7339+/-
acres of land which was constructed in 1988. It is now 100 percent occupied by a
single tenant. On the date of inspection, the building was in excellent
condition having benefited from an on-going maintenance program. This facility
provides 1.6 percent interior office finishes on an overall basis and ceiling
heights of 24 feet. Additionally, it offers about 3+/- acres of excess land,
which will provide for an expansion to 175,000 square feet if desired. The
property possesses good "curb appeal" and features good quality construction
materials. The same data considered in our analysis of 7055 Ambassador Drive are
reanalyzed here. With regard to these market data, the following comparisons are
made:

================================================================================


                                      -35-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #1 was sold by a motivated seller. Prior to the
      ultimate sale, an agreement of sale had been dissolved. Subsequent to this
      occurring, the grantor ordered a quick sale. Positive adjustment to
      account for this is warranted. Locationally, the sale property is situated
      in a planned industrial park which, though desirable, is considered
      inferior to Iron Run. Thus, additional positive adjustment is warranted.

      Physically, this property was only in good condition at the time of sale
      which is inferior to the excellent overall condition of the subject. This
      complex had 20 to 22 foot clear ceilings, which is lower than the 24 foot
      clear heights found at the subject. Positive adjustments are considered as
      a result. Economically, Sale #1 was generally consistent with the 100
      percent occupancy now experienced by the subject. No non-realty items of
      property were reported to be included in the price for this property.
      Overall, a positive adjustment is warranted for Sale #1.

      Comparable Property Sale #2 benefits from a comparable location in Upper
      Macungie Township immediately to the south of the subject. Physically,
      this property was older than the subject and in good condition at the time
      of sale, factors which render it inferior to the subject. This complex had
      22 foot clear ceilings and 2 percent finished area as well. Economically,
      Sale #2 was 100 percent leased at the time of conveyance. However,
      consideration must be given to its larger size in relation to the subject.
      Overall, a positive adjustment is warranted to Sale #2.

      Comparable Property Sale #3 was an arm's length transaction which was
      accomplished with market oriented financing without any adverse leaseholds
      interests. Sale #3 occurred at a time when market conditions were inferior
      to those of the present.

      From a locational point of view, Sale #3 is considered inferior to the
      subject property. Physically, this property has lower ceiling clearances
      and less loading. This property was purchased by a user so that no
      adjustment for economic characteristics is necessary here. However, a
      positive adjustment to account for its smaller size is warranted. Overall,
      a positive adjustment is made to Sale #3.

      Finally, Comparable Property Sale #4 benefits from a similar location in
      Upper Macungie on the south side of Interstate 78. A positive adjustment
      to account for favorable changes in market conditions since the date of
      sale is considered appropriate. Physically, this property was in excellent
      condition at the time of sale which is consistent with that of the
      subject. This building had 24 foot clear ceilings and 8 percent finished
      interior as well. Economically, Sale #4 was 100 percent leased at the time
      of conveyance. However, all were of short tenure and were scheduled to
      expire within six months. Overall, a negative adjustment is warranted for
      Sale #4.

      In addition to all of the foregoing, adjustment was considered to each of
      the sales to reflect the presence of excess land at the subject property.
      The subject is expandable by an additional 50,000 square feet and offers
      approximately 3+/- acres of excess land to accomodate this expansion if
      desired.

================================================================================


                                      -36-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Conclusion - The four sales assembled for this analysis of 6755 Snowdrift
      Road reflect a range in unit values from $28.75 to $42.00 per square foot
      of gross building area. The adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $35.00 to $40.00 per square foot of gross
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $4,700,000 for
      6755 Snowdrift Road. This indication of value is equal to $37.60 per
      square foot of gross building area.

7150 Windsor Drive

      On the opposing page is a presentation of the comparable property sales
which were analyzed for the valuation of 7150 Windsor Drive. This property is a
49,420 square foot single story flex building on 6.1486+/- acres of land which
was constructed in 1989. It is now 100 percent occupied by 4 tenants. On the
date of inspection, the building was in excellent condition having benefited
from an on-going maintenance program. This facility provides 80+/- percent
interior office finishes on an overall basis and ceiling heights of 18 feet. The
property possesses good "curb appeal" and features good quality construction
materials. With regard to the market data assembled for this analysis, the
following comparisons are made:

      Comparable Property Sale #1 is a single occupant facility in Iron Run
      which was acquired by a user. This was reported to be an arm's length
      transaction not subject to any unusual terms or financing. Locationally,
      it is considered comparable to the subject as it lies within the Iron Run
      Corporate Center. Physically, it is similar in age to the subject.
      Positive adjustment to account for its lower level of overall finish is
      offset, to a degree, by the fact that there was excess land associated
      with this property. Overall, positive adjustment in relation to the
      subject has been considered.

      Comparable Property Sales #2, #3, and #4 were all acquired by an active
      real estate investment trust. All were reported to be arm's length and not
      subject to any special motivations or financing. While no adjustment for
      this is necessary, positive adjustment to each to account for favorable
      changes in market conditions has been considered. Each is situated in
      Lehigh Valley Industrial Park 1, an older development which is considered
      inferior to the subject.

      Physically, Sales #2 and #3 were both in excellent overall condition
      comparable to that of the subject. Both have considerably less finished
      area, though, and require positive adjustment as a result. Sale #4 is
      older than the subject, and of inferior construction quality, but offered
      a level of finish generally consistent with that of the subject.
      Economically, all three properties were fully occupied at the time of
      sale. Overall, all require varying degrees of positive adjustment in
      relation to the subject.

================================================================================


                                      -37-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Conclusion - The four sales assembled for this analysis of 7150 Windsor
      Drive reflect a range in unit values from $36.39 to $60.83 per square foot
      of gross building area. The adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $70.00 to $75.00 per square foot of gross
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $3,600,000 for
      7150 Windsor Drive. This indication of value is equal to $72.85 per square
      foot of gross building area.

6690 Grant Way

      This property is an 88,000 square foot single story warehouse on 6.9031+/-
acres of land which was constructed in 1981. It is now 100 percent occupied by
two tenants. On the date of inspection, the building was in excellent condition
having benefited from an on-going maintenance program. This facility provides
2.8 percent interior office finishes on an overall basis and ceiling heights of
24 feet. The property possesses good "curb appeal" and features good quality
construction materials. The same data considered in our analysis of 7055
Ambassador Drive are reanalyzed here. With regard to these market data, the
following comparisons are made:

      Comparable Property Sale #1 was sold by a motivated seller. Prior to the
      ultimate sale, an agreement of sale had been dissolved. Subsequent to this
      occurring, the grantor ordered a quick sale. Positive adjustment to
      account for this is warranted. Locationally, the sale property is situated
      in a planned industrial park which, though desirable, is considered
      inferior to Iron Run. Thus, additional positive adjustment is warranted.

      Physically, this property was in good condition at the time of sale which
      is consistent with the overall condition of the subject. This complex had
      20 to 22 foot clear ceilings, which is lower than the 24 foot clear
      heights found at the subject. Positive adjustment is considered as a
      result. Economically, Sale #1 was generally consistent with the 100
      percent occupancy now experienced by the subject. No non-realty items of
      property were reported to be included in the price for this property.
      Overall, a positive adjustment is warranted for Sale #1.

      Comparable Property Sale #2 benefits from a comparable location in Upper
      Macungie Township immediately to the south of the subject. Physically,
      this property was newer than the subject and in good condition at the time
      of sale, factors which render it slightly superior to the subject. This
      complex had 22 foot clear ceilings and 2 percent finished area as well.
      Economically, Sale #2 was 100 percent leased at the time of conveyance.
      However, consideration must be given to its larger size in relation to the
      subject. Overall, a positive adjustment is warranted to Sale #2.

      Comparable Property Sale #3 was an arm's length transaction which was
      accomplished with market oriented financing without any adverse leaseholds
      interests. Sale #3 occurred at a time when market conditions were inferior
      to those of the present.

================================================================================


                                      -38-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Market Summary
                                                  Flex Office/Industrial Buildings
                                                     Lehigh Valley, Pennsylvania
====================================================================================================================================
                                                        Gross       Floor                                  Date
Sale          Location                      Land      Building      Area      Age   Condition  Occupancy    of      Unit     Overall
                                            Area        Area      Coverage                                 Sale     Rate      Rate
====================================================================================================================================
<S>   <C>                                <C>           <C>         <C>     <C>        <C>        <C>       <C>    <C>        <C>   
#1    6620 Grant Way                     5.3 Acs       30,000 SF   13.0%   1989       Good       100%      11/96  $60.83/SF   N/A
      Iron Run Corporate Center
      Upper Macungie Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
#2    2041 Avenue C                      2.567 Acs     30,400 SF   27.2%   1989       Good       100%       2/95  $42.43/SF  10.34%
      Lehigh Valley Industrial Park I
      Hanover Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
#3    2l24 Avenue C                      3.353 Acs     36,000 SF   24.7%   1989       Good       100%       2/95  $36.39/SF  10.27%
      Lehigh Valley Industrial Park I
      Hanover Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
#4    2l96 Avenue C                      4.483 Acs     31,381 SF   16.1%   1980       Good       100%       7/94  $59.27/SF   9.40%
      Lehigh Valley Industrial Park I
      Hanover Township
      Lehigh County, PA
====================================================================================================================================
</TABLE>
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      From a locational point of view, Sale #3 is considered inferior to the
      subject property. Physically, this property has lower ceiling clearances
      and less loading. This property was purchased by a user so that no
      adjustment for economic characteristics is necessary here. Overall, a
      positive adjustment is made to Sale #3.

      Finally, Comparable Property Sale #4 benefits from a similar location in
      Upper Macungie on the south side of Interstate 78. A positive adjustment
      to account for favorable changes in market conditions since the date of
      sale is considered appropriate. Physically, this property was in excellent
      condition at the time of sale which is consistent with that of the
      subject. This building had 24 foot clear ceilings and 8 percent finished
      interior as well. Economically, Sale #4 was 100 percent leased at the time
      of conveyance. However, all were of short tenure and were scheduled to
      expire within six months. Overall, a positive adjustment is warranted for
      Sale #4.

      Conclusion - The four sales assembled for this analysis of 6690 Grant Way
      reflect a range in unit values from $28.75 to $42.00 per square foot of
      gross building area. The adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $35.00 to $40.00 per square foot of gross
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $3,400,000 for
      6690 Grant Way. This indication of value is equal to $38.64 per square
      foot of gross building area.

6845 Snowdrift Road

      This property is a 93,000 square foot single story warehouse on 8.6238+/-
acres of land which was constructed in 1988. It is now 100 percent occupied by
two tenants. On the date of inspection, the building was in excellent condition
having benefited from an on-going maintenance program. This facility is entirely
devoted to warehouse space and offers ceiling heights of 24 feet. The property
possesses good "curb appeal" and features good quality construction materials.
The same data considered in our analysis of 7055 Ambassador Drive are reanalyzed
here. With regard to these market data, the following comparisons are made:

      Comparable Property Sale #1 was sold by a motivated seller. Prior to the
      ultimate sale, an agreement of sale had been dissolved. Subsequent to this
      occurring, the grantor ordered a quick sale. Positive adjustment to
      account for this is warranted. Locationally, the sale property is situated
      in a planned industrial park which, though desirable, is considered
      inferior to Iron Run. Thus, additional positive adjustment is warranted.

      Physically, this property was in good condition at the time of sale which
      is consistent with the overall condition of the subject. This complex had
      20 to 22 foot clear ceilings, which is lower than the 24 foot clear
      heights found at the subject. Positive adjustment is considered as a
      result. This is tempered, however, to account for the lack of any office
      finishes at the subject property. Economically, Sale #1 was generally
      consistent with the 100 percent occupancy now experienced by the subject.
      No non-realty items of property were reported to be included in the price
      for this property. Overall, a positive adjustment is warranted for Sale
      #1.

================================================================================


                                      -39-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #2 benefits from a comparable location in Upper
      Macungie Township immediately to the south of the subject. Physically,
      this property was newer than the subject and in good condition at the time
      of sale, factors which render it slightly superior to the subject. This
      complex had 22 foot clear ceilings and 2 percent finished area as well.
      Economically, Sale #2 was 100 percent leased at the time of conveyance.
      However, consideration must be given to its larger size in relation to the
      subject. Overall, a positive adjustment is warranted to Sale #2.

      Comparable Property Sale #3 was an arm's length transaction which was
      accomplished with market oriented financing without any adverse leaseholds
      interests. Sale #3 occurred at a time when market conditions were inferior
      to those of the present.

      From a locational point of view, Sale #3 is considered inferior to the
      subject property. Physically, this property has lower ceiling clearances
      and less loading. This property was purchased by a user so that no
      adjustment for economic characteristics is necessary here. Overall, a
      positive adjustment is made to Sale #3.

      Finally, Comparable Property Sale #4 benefits from a similar location in
      Upper Macungie on the south side of Interstate 78. A positive adjustment
      to account for favorable changes in market conditions since the date of
      sale is considered appropriate. Physically, this property was in excellent
      condition at the time of sale which is consistent with that of the
      subject. This building had 24 foot clear ceilings and 8 percent finished
      interior as well. The latter factor suggests a modest negative adjustment
      to account for the lack of office area at the subject property.
      Economically, Sale #4 was 100 percent leased at the time of conveyance.
      However, all were of short tenure and were scheduled to expire within six
      months. Overall, a positive adjustment is warranted for Sale #4.

      Conclusion - The four sales assembled for this analysis of 6845 Snowdrift
      Road reflect a range in unit values from $28.75 to $42.00 per square foot
      of gross building area. The adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $35.00 to $40.00 per square foot of gross
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $3,500,000 for
      6845 Snowdrift Road. This indication of value is equal to $37.63 per
      square foot of gross building area.

6670 Grant Way

      This property is a 72,885 square foot single story warehouse on 6.8108+/-
acres of land which was constructed in 1979. It is now 100 percent occupied by
one tenant, which is scheduled to vacate by September 1, 1997. On the date of
inspection, the building was in good condition having benefited from an on-going
maintenance program. This facility provides 19.2 percent interior office
finishes on an overall basis and ceiling heights of 24 feet. The property
possesses good "curb appeal" and features good quality construction materials.
The same data considered in our analysis of 7055 Ambassador Drive are reanalyzed
here. With regard to these market data, the following comparisons are made:

================================================================================


                                      -40-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #1 was sold by a motivated seller. Prior to the
      ultimate sale, an agreement of sale had been dissolved. Subsequent to this
      occurring, the grantor ordered a quick sale. Positive adjustment to
      account for this is warranted. Locationally, the sale property is
      situated in a planned industrial park which, though desirable, is
      considered inferior to Iron Run. Thus, additional positive adjustment is
      warranted.

      Physically, this property was in good condition at the time of sale which
      is consistent with the overall condition of the subject. This complex had
      20 to 22 foot clear ceilings, which is lower than the 24 foot clear
      heights found at the subject. Additionally, the subject offers
      considerably more finished area. Positive adjustments are considered as a
      result. Economically, Sale #1 was generally consistent with the 100
      percent occupancy now experienced by the subject. No non-realty items of
      property were reported to be included in the price for this property.
      Overall, a positive adjustment is warranted for Sale #1.

      Comparable Property Sale #2 benefits from a comparable location in Upper
      Macungie Township immediately to the south of the subject. Physically,
      this property was newer than the subject and in good condition at the time
      of sale, factors which render it slightly superior to the subject. This
      complex had 22 foot clear ceilings and 2 percent finished area as well.
      Economically, Sale #2 was 100 percent leased at the time of conveyance.
      However, consideration must be given to its larger size in relation to the
      subject. Overall, a positive adjustment is warranted to Sale #2.

      Comparable Property Sale #3 was an arm's length transaction which was
      accomplished with market oriented financing without any adverse leaseholds
      interests. Sale #3 occurred at a time when market conditions were inferior
      to those of the present.

      From a locational point of view, Sale #3 is considered inferior to the
      subject property. Physically, this property has lower ceiling clearances
      and less loading. Alternatively, it does offer a higher level of finish.
      This property was purchased by a user so that no adjustment for economic
      characteristics is necessary here. Overall, a negative adjustment is made
      to Sale #3.

      Finally, Comparable Property Sale #4 benefits from a similar location in
      Upper Macungie on the south side of Interstate 78. A positive adjustment
      to account for favorable changes in market conditions since the date of
      sale is considered appropriate. Physically, this property was in excellent
      condition at the time of sale. This building had 24 foot clear ceilings
      but only 8 percent finished office area. Economically, Sale #4 was 1 00
      percent leased at the time of conveyance. However, all were of short
      tenure and were scheduled to expire within six months. Overall, a positive
      adjustment is warranted for Sale #4.

================================================================================


                                      -41-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Conclusion - The four sales assembled for this analysis of 6670 Grant Way
      reflect a range in unit values from $28.75 to $42.00 per square foot of
      gross building area. The adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $35.00 to $40.00 per square foot of gross
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $2,700,000 for
      6670 Grant Way. This indication of value is equal to $37.04 per square
      foot of gross building area.

7010 Snowdrift Road

      This property is a 33,029 square foot single story office building on
3.9342+/- acres of land which was constructed in 1991. It was formerly occupied
by one tenant, Pennsylvania Power & Light Company, which vacated the building in
April, 1997. Since that time, about 80 percent of the building has been released
to two tenants, with occupancy scheduled for July and December 1. On the date of
inspection, the building was in excellent condition having benefited from an
on-going maintenance program. This facility provides quality office finishes and
offers an excellent location within Iron Run Corporate Center. The property
possesses good "curb appeal" and features good quality construction materials.
The same data considered in our analysis of 7535 Windsor Drive are reanalyzed
here. With regard to these market data, the following comparisons are made:

      Comparable Property Sale #1 is considered slightly inferior to the
      subject. Physically, this property was in good overall condition at the
      time of sale, which is inferior to the excellent condition of the subject.
      Economically, Sale #1 was 96.7 percent leased at the time of conveyance,
      as opposed to the 80 percent level of the subject. No non-realty items of
      property were reported to be included in the price for this property.
      Overall, a modest positive adjustment is warranted for Sale #1.

      Comparable Property Sale #2 also offers a slightly inferior location to
      the subject. Physically, this property was in excellent condition at the
      time of sale which is consistent with that of the subject. A positive
      adjustment for improving market conditions since the date of sale is
      considered necessary. Economically, Sale #2 was 100 percent leased at the
      time of conveyance, which is superior to the status of the subject.
      Overall, a negative adjustment is warranted for Sale #2.

      Comparable Property Sale #3 also requires positive adjustment to account
      for favorable changes in market conditions since the date of sale.
      Physically, it is in similar overall condition to the subject.
      Additionally, occupancy at the time of sale was consistent with that of
      the subject at the time of sale. Overall, positive adjustment to this sale
      has been considered.

      Comparable Property Sale #4 offers a slightly inferior location in the
      Lehigh Valley Industrial Park III. Positive adjustment to account for
      this, as well as improving market conditions since the date of sale, has
      been considered. Physically, this property was in excellent condition at
      the time of sale which is consistent with that of the subject.
      Economically, Sale #4 was 89 percent leased at the time of conveyance.
      Overall, modest negative adjustment is warranted for Sale #4.

================================================================================


                                      -42-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Market Summary
                                                  Flex Office/Industrial Buildings
                                                     Lehigh Valley, Pennsylvania
====================================================================================================================================
                                                        Gross       Floor                                  Date
Sale          Location                      Land      Building      Area      Age   Condition  Occupancy    of      Unit     Overall
                                            Area        Area      Coverage                                 Sale     Rate      Rate
====================================================================================================================================
<S>   <C>                                <C>           <C>         <C>     <C>        <C>        <C>       <C>    <C>        <C>   
#1    904-34 Marcon Boulevard            14.64 Acs     182,400 SF  3.50:1  1987       Good       97.4%      7/96  $32.89/SF  11.00%
      Lehigh Valley Industrial Park III
      Hanover Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
#2    1 & 5 Highland Avenue               6.72 Acs      72,129 SF  4.06:1  1988       Good         70%     12/95  $42.00/SF    N/A
      Bethlehem Business Park V
      Hanover Township
      Northampton County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
#3    2041 Avenue C                       2.567 Acs     30,400 SF   27.2%  1989       Good        100%      2/95  $42.43/SF  10.34%
      Lehigh Valley Industrial Park I
      Hanover Township
      Lehigh County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
#4    2l24 Avenue C                       3.353 Acs     36,000 SF   24.7%  1989       Good        100%      2/95  $36.39/SF  10.27%
      Lehigh Valley Industrial Park I
      Hanover Township
      Lehigh County, PA
====================================================================================================================================
</TABLE>
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Conclusion - The four sales assembled for this analysis of 7010 Snowdrift
      Road reflect a range in unit value from $52.22 to $69.99 per square foot
      of rentable building area. The adjustments discussed on the previous page
      are presented to outline the logic of our thought processes with the
      ultimate result being a plausible market value conclusion for the subject
      property. Based on our analysis of these data on a price per square foot
      basis, we have concluded an appropriate adjusted range of $65.00 to $70.00
      per square foot of rentable building area. From within this adjusted
      range, we conclude the Sales Comparison Approach to indicate a current
      market value of $2,200,000 for 7010 Snowdrift Road. This indication of
      value is equal to $66.61 per square foot of rentable building area.

7020 Snowdrift Road

      On the opposing page is a presentation of the comparable property sales
which were analyzed for the valuation of 7020 Snowdrift Road. This property is a
41,390 square foot single story warehouse on 4.0909+/- acres of land which was
constructed in 1975. It is now 100 percent occupied by a two tenants. On the
date of inspection, the building was in good condition having benefited from an
on-going maintenance program. This facility provides 5.0 percent interior office
finishes on an overall basis and ceiling heights of 16 feet. The property
possesses good "curb appeal" and features good quality construction materials.
With regard to the market data assembled for this analysis, the following
comparisons are made:

      Comparable Property Sale #1 was sold by a motivated seller. Prior to the
      ultimate sale, an agreement of sale had been dissolved. Subsequent to this
      occurring, the grantor ordered a quick sale. Positive adjustment to
      account for this is warranted. Locationally, the sale property is situated
      in a planned industrial park which, though desirable, is considered
      inferior to Iron Run. Thus, additional positive adjustment is warranted.

      Comparable Property Sale #2 was an arm's length transaction which was
      accomplished with market oriented financing without any adverse leaseholds
      interests. Sale #2 occurred at a time when market conditions were inferior
      to those of the present.

      From a locational point of view, Sale #2 is considered inferior to the
      subject property. Physically, this property has greater ceiling
      clearances, but less loading. Alternatively, it does offer a higher level
      of finish. This property was purchased by a user so that no adjustment for
      economic characteristics is necessary here. Overall, a negative adjustment
      is made to Sale #2.

      Comparable Property Sales #3 and #4 were acquired by an active real estate
      investment trust. Both were reported to be arm's length and not subject to
      any special motivations or financing. While no adjustment for this is
      necessary, positive adjustment to each to account for favorable changes in
      market conditions has been considered. Each is situated in Lehigh Valley
      Industrial Park 1, an older development which is considered inferior to
      the subject.

================================================================================


                                      -43-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Physically, Sales #3 and #4 were both newer than the subject, but in
      comparable overall condition. Both have a similar level of finished area.
      However, the subject is older than both, requiring a negative adjustment
      as a result. Economically, both properties were fully occupied at the time
      of sale. Overall, both require varying degrees of negative adjustment in
      relation to the subject.

      Conclusion - The four sales assembled for this analysis of 7020 Snowdrift
      Road reflect a range in unit value from $32.89 to $42.43 per square foot
      of gross building area. The adjustments discussed on the previous page are
      presented to outline the logic of our thought processes with the ultimate
      result being a plausible market value conclusion for the subject property.
      Based on our analysis of these data on a price per square foot basis, we
      have concluded an appropriate adjusted range of $33.00 to $38.00 per
      square foot of gross building area. From within this adjusted range, we
      conclude the Sales Comparison Approach to indicate a current market value
      of $1,400,000 for 7020 Snowdrift Road. This indication of value is equal
      to $33.82 per square foot of rentable building area.

6810 Tilghman Street

      This property is a 54,844 square foot single story warehouse building on
6.0533+/- acres of land which was constructed in 1975. It is now 100 percent
occupied by a two tenants. On the date of inspection, the building was in
excellent condition having benefited from an on- going maintenance program. This
facility provides 3.3 percent interior office finishes on an overall basis and
ceiling heights of 18 feet. Additionally, approximately 2.75+/- acres of excess
land are available to expand the building to 100,000 square feet if desired. The
property possesses good "curb appeal" and features good quality construction
materials. The same data considered in our analysis of 7020 Snowdrift Road are
reanalyzed here. With regard to these market data, the following comparisons are
made:

      Comparable Property Sale #1 was sold by a motivated seller. Prior to the
      ultimate sale, an agreement of sale had been dissolved. Subsequent to this
      occurring, the grantor ordered a quick sale. Positive adjustment to
      account for this is warranted. Locationally, the sale property is situated
      in a planned industrial park which, though desirable, is considered
      inferior to Iron Run. Thus, additional positive adjustment is warranted.

      Comparable Property Sale #2 was an arm's length transaction which was
      accomplished with market oriented financing without any adverse
      leaseholds interests. Sale #2 occurred at a time when market conditions
      were inferior to those of the present.

      From a locational point of view, Sale #2 is considered inferior to the
      subject property. Physically, this property has similar ceiling clearances
      and less loading. Alternatively, it does offer a higher level of finish.
      This property was purchased by a user so that no adjustment for economic
      characteristics is necessary here. Overall, a negative adjustment is made
      to Sale #2.

================================================================================


                                      -44-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sales #3 and #4 were acquired by an active real estate
      investment trust. Both were reported to be arm's length and not subject to
      any special motivations or financing. While no adjustment for this is
      necessary, positive adjustment to each to account for favorable changes in
      market conditions has been considered. Each is situated in Lehigh Valley
      Industrial Park 1, an older development which is considered inferior to
      the subject.

      Physically, Sales #3 and #4 were both newer than the subject but in
      comparable overall condition. Both have a similar level of finished area.
      However, the subject is older than both, requiring a negative adjustment
      as a result. Economically, both properties were fully occupied at the time
      of sale. Overall, both require varying degrees of negative adjustment in
      relation to the subject.

      In addition to all of the foregoing, adjustment was considered to each of
      the sales to reflect the presence of excess land at the subject property.
      The subject is expandable to 100,000 square feet and offers approximately
      2.75+/- acres of excess land to accomodate this expansion if desired.

      Conclusion - The four sales assembled for this analysis of 6810 Tilghman
      Street reflect a range in unit value from $32.89 to $42.43 per square foot
      of gross building area. The adjustments discussed on the previous page are
      presented to outline the logic of our thought processes with the ultimate
      result being a plausible market value conclusion for the subject property.
      Based on our analysis of these data on a price per square foot basis, we
      have concluded an appropriate adjusted range of $33.00 to $38.00 per
      square foot of gross building area. From within this adjusted range, we
      conclude the Sales Comparison Approach to indicate a current market value
      of $2,175,000 for 6810 Tilghman Street. This indication of value is equal
      to $39.66 per square foot of rentable building area.

Final Conclusions

      The subject property consists of a mid-rise office building, a single
story office/flex building, two single story office buildings, and seven
warehouse facilities. Due to differences among these, four sets of data were
necessary for this comparative analysis of the real estate. Based upon these
analyses, it is our conclusion that the Sales Comparison Approach indicates a
total market value of FORTY SEVEN MILLION TWO HUNDRED SEVENTY FIVE THOUSAND
DOLLARS ($47,275,000) for the entire subject property. This total value is
comprised as follows:

================================================================================


                                      -45-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

================================================================================
                                Final Conclusions
================================================================================
                  Property                         Indicated Market Value
================================================================================
            7535 Windsor Drive                          $11,000,000
            7450 Tilghman Street                        $ 6,700,000
            7055 Ambassador Drive                       $ 5,900,000
            6755 Snowdrift Road                         $ 4,700,000
            7150 Windsor Drive                          $ 3,600,000
            6690 Grant Way                              $ 3,400,000
            6845 Snowdrift Road                         $ 3,500,000
            6670 Grant Way                              $ 2,700,000
            7010 Snowdrift Road                         $ 2,200,000
            7020 Snowdrift Road                         $ 1,400,000
            6810 Tilghman Street                        $ 2,175,000
            TOTAL                                       $47,275,000
================================================================================

================================================================================


                                      -46-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                     20006 - 7535 WINDSOR DRIVE
                                                       ANNUAL CASH FLOW REPORT
                                                    BEGINNING 7/1/97 FOR 12 YEARS

                       FY1998     FY1999      FY2000      FY2OO1      FY2002      FY2003      FY2004      FY2005      FY2006   
<S>                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>        
INCOME

MINIMUM RENT:
GROSS RENTS         1,797,405   1,839,920   1,911,862   1,975,115   2,186,308   2,349,929   2,411,810   2,490,523   2,550,486  
LESS LAG VACANCY       (5,914)    (52,218)    (31,038)    (25,024)   (301,072)    (57,330)          0     (99,304)    (14,502) 
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------  
TOTAL MINIMUM RENT  1,791,491   1,787,702   1,880,824   1,950,091   1,885,236   2,292,599   2,411,810   2,391,219   2,535,984  

RECOVERIES:
OPERATING EXPENSES     86,168      99,112      91,532     101,560      56,757      45,595      68,559      74,213      91,250  
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------  
TOTAL RECOVERIES       86,168      99,112      91,532     101,560      56,757      45,595      68,559      74,213      91,250  

GROSS RENTAL
INCOME              1,877,659   1,886,814   1,972,356   2,051,651   1,941,993   2,338,194   2,480,369   2,465,432   2,627,234  
CREDIT LOSS           (56,330)    (56,605)    (59,171)    (61,550)    (58,260)    (70,146)    (74,411)    (73,963)    (78,817) 
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------  

TOTAL INCOME        1,821,329   1,830,209   1,913,185   1,990,101   1,883,733   2,268,048   2,405,958   2,391,469   2,548,417  

EXPENSES
COMMON UTILITIES       72,317      74,848      77,468      80,179      82,985      85,890      88,896      92,007      95,227  
INSURANCE              20,378      21,092      21,830      22,594      23,385      24,203      25,050      25,927      26,835  
MANAGEMENT FEE         65,743      68,044      70,425      72,890      75,441      78,082      80,815      83,643      86,571  
REAL ESTATE TAXES     131,456     136,057     140,819     145,748     150,849     156,128     161,593     167,249     173,102  
CLEANING               59,168      61,239      63,382      87,844     113,161     117,122     121,221     125,464     129,855  
MAINTENANCE            72,317      74,848      77,468      80,179      82,985      85,890      88,896      92,007      95,227  
OUTSIDE CONTRACTS      58,745      60,801      62,930      65,132      67,412      69,771      72,213      74,741      77,356  
ADMINISTRATIVE         99,399     102,878     106,478     110,205     114,062     118,054     122,186     126,463     130,889  
OTHER                  33,683      34,862      36,082      37,345      38,652      40,005      41,405      42,855      44,355  
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------  
TOTAL EXPENSES        613,206     634,669     656,882     702,116     748,932     775,145     802,275     830,356     859,417  
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------  
NET OPERATING
  INCOME            1,208,123   1,195,540   1,256,303   1,287,985   1,134,801   1,492,903   1,603,683   1,561,113   1,689,000  

ALTERATIONS            20,790           0     283,953      41,469     794,198     200,651           0     337,247      49,252  
COMMISSIONS             5,401           0      73,774      10,774     206,738      52,131           0      87,620      12,796  
RESERVES               12,922      13,375      13,843      14,327      14,829      15,348      15,885      16,441      17,016  
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------  
CASH FLOW           1,169,010   1,182,165     884,733   1,221,415     119,036   1,224,773   1,587,798   1,119,805   1,609,936  
</TABLE>

                       FY2007      FY2008      FY2009       
INCOME                                                      
                                                            
MINIMUM RENT:                                               
GROSS RENTS          2,658,955   2,788,994   2,854,379      
LESS LAG VACANCY      (374,481)    (76,153)          0      
                     ---------   ---------   ---------      
TOTAL MINIMUM RENT   2,284,474   2,712,841   2,854,379      
                                                            
RECOVERIES:                                                 
OPERATING EXPENSES      79,815      61,303      81,429      
                     ---------   ---------   ---------      
TOTAL RECOVERIES        79,815      61,303      81,429      
                                                            
GROSS RENTAL                                                
INCOME               2,364,289   2,774,144   2,935,808      
CREDIT LOSS            (70,929)    (83,224)    (88,074)     
                     ---------   ---------   ---------      
                                                            
TOTAL INCOME         2,293,360   2,690,920   2,847,734      
                                                            
EXPENSES                                                    
COMMON UTILITIES        98,560     102,010     105,580      
INSURANCE               27,774      28,746      29,752      
MANAGEMENT FEE          89,601      92,737      95,982      
REAL ESTATE TAXES      179,161     185,432     191,922      
CLEANING               134,400     139,104     143,973      
MAINTENANCE             98,560     102,010     105,580      
OUTSIDE CONTRACTS       80,064      82,866      85,766      
ADMINISTRATIVE         135,470     140,212     145,119      
OTHER                   45,907      47,514      49,177      
                     ---------   ---------   ---------      
TOTAL EXPENSES         889,497     920,631     952,851      
                     ---------   ---------   ---------      
NET OPERATING                                               
  INCOME             1,403,863   1,770,289   1,894,883      
                                                            
ALTERATIONS            902,636     278,935           0      
COMMISSIONS            234,988      72,471           0      
RESERVES                17,612      18,228      18,866      
                     ---------   ---------   ---------      
CASH FLOW              248,627   1,400,655   1,876,017      
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion, the discounted cash flow method is the more appropriate
capitalization technique as the subject property consists of six separate
parcels occupied by a number of tenants at differing rental rates for varying
lease durations. Direct capitalization does not adequately account for the
subtleties of all those variables. The following is a discussion of our
discounted cash flow analysis for each parcel which comprises the subject
property.

7535 Windsor Drive

      This property is a 129,223 square foot, four story, multi-tenant, Class A
office building which is now 99 percent occupied by 11 tenants. On the opposing
page is a presentation of the cash flows which an informed investor could
reasonably expect 7535 Windsor Drive to generate over an eleven year time
horizon. The holding period is extended by one year to allow the sale of the
property in an optimal year. These cash flows are based upon the following
analysis:

      Base Rental Income - The base rental income which an asset such as the
      subject property will generate for an investor reflects a review of the
      existing rent roll in conjunction with the rent now being paid for
      comparable space and services in the competitive open market. A copy of
      the rent roll over the subject property is included among the Addenda to
      this report. As can be noted from the current rent roll, existing
      contracts provide for base rental income of $14.13 per square foot in the
      coming 12 months.

      Three major tenants in the subject, Air Products, Weaver Mosebach, and
      Rosenbluth Travel, occupy 57,357, 15,806, and 14,537 square feet,
      respectively, which equates to approximately 68 percent of the property.
      Their annual rent is equivalent to $13.13, $14.93, and $14.90 per square
      foot, respectively. The credit quality for the minor tenants ranges from
      average to good within the context of their mostly unrated status.

      There is only one short term lease expirations which will result in a
      vacancy of 2,280 square feet. Given the current vacancy rate, as well as
      the decreasing supply of available space within the marketplace, we have
      projected that this space can be absorbed by the market within nine
      months. The term of the spec tenant will be for five years at a market
      derived rental rate of $16.00 per square foot plus electric.

================================================================================


                                      -47-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                       Summary of Market Data
                                                        Office Market Leases
                                                      Lehigh Valley Marketplace

====================================================================================================================================
Lease  Location                         Lessee            Leased          Lease      Annual                 Comments
  #                                                        Area           Term       Rental
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                         <C>                 <C>             <C>          <C>         <C>
  1    Highland Office Plaza          OmniPoint        25,000+/- SF      5 years    $15.50/SF   This property consists of a
       95 Highland Avenue           Communications                     commencing   + electric  mid-rise office buildingnt building
       Bethlehem Business Park                                         September,               known as Highland Office Plaza. It
       Bethlehem, PA                                                       1996                 is located near Routes 22 and 512 a
                                                                                                short distance north of Bethlehem.
                                                                                                Tenant improvements were reported
                                                                                                to be $12.00/SF.

  2    Valley Center Parkway          Undisclosed      13,666+/- SF      5 years    $12.00/SF   This property consists of a one
       Lehigh Valley Corporate                                         commencing               story office building known within
       Center                                                          September,               an attractive business park
       Bethlehem, PA                                                       1996                 setting. The lease is structured on
                                                                                                a net basis.

  3    Bethlehem Office            Hanover Engineers    2,100+/- SF      5 years    $10.50/SF   This is part of a multi-building,
       Commons "C"                                                     commencing               single story office complex. The
       Bethlehem, PA                                                   September,               lease is written on a net basis
                                                                           1996                 with the tenant responsible for all
                                                                                                operating expenses.

  4    Bethlehem Office            BiRoe Associates     5,200+/- SF      5 years    $10.50/SF   This is part of a multi-building,
       Commons "C"                                                     commencing               single story office complex. The
       Bethlehem, PA                                                   September,               lease is written on a net basis
                                                                           1996                 with the tenant responsible for all
                                                                                                operating expenses.
====================================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      At the subject property, three leases were negotiated in the past year at
      average rental rates ranging from $15.08 per square foot to $21.51 per
      square foot on a full service basis. Tenant areas range from about 359+/-
      square feet up to 2,115+/- square feet. The following summarizes this
      recent leasing activity.

================================================================================
                                 Recent Leasing
                               7537 Windsor Drive
================================================================================
                 Tenant                  Rentable Area       Contract Rent
================================================================================
      Cadence Design Systems                4,876 SF     $15.25/SF + electric
      AIM Executive Holdings                1,846 SF     $16.25/SF + electric
      Piosa, Hixson, Giordano & Reilly      3,180 SF     $16.66/SF + electric
      Rosenbluth Travel; (expansion)        3,743 SF     $16.50/SF + electric
================================================================================

      On the opposing page is a presentation of recent rental rates on mid-rise
      office space in the market area of the subject property. As can be seen
      from this summary, rental rates on space comparable to the subject range
      from $10.50 per square foot on a net basis up to $15.50 per square foot on
      a gross basis plus electricity.

      Comparable Lease #1 is space within a mid-rise, Class A building in the
      Bethlehem Business Park. This facility is slightly inferior locationally,
      but is physically similar to the subject. Additionally, this lease is
      structured on a gross basis plus electric. Overall, positive adjustment to
      this lease rate is necessary. Comparable Lease #2 is a one story office
      building in the Lehigh Valley Corporate Center. This facility is
      locationally and physically very similar to the subject. Structured on a
      net basis, this lease indicates a rental of $12.00 per square foot over
      its five year term. When "grossed up", this rate is equivalent to $16.50
      per square foot plus electric. A negative adjustment to this transaction
      to account for its superior physical condition is warranted. Comparable
      Leases #3 and #4 both involve recent leases in Bethlehem Office Commons.
      Physically similar to the subject, the location of this property is
      considered slightly inferior to the subject. Additionally, this lease is
      structured on a net basis with the lessee responsible for all operating
      expenses including electricity. Overall, positive adjustment is made to
      this lease.

      In addition to analyzing actual lease transactions inside and outside the
      property, leasing brokers were interviewed in an effort to ascertain
      competitive packages available in the marketplace today. Most brokers
      interviewed were of the opinion that free rent was no longer being given
      in the local marketplace. Tenant workletters, however, are a standard and
      felt to range from $10.00 to $20.00 per square foot depending on the size
      of the tenant, the quality of the building, and the duration of the lease.

      After considering the most recent leasing achieved at the subject property
      in conjunction with the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $16.00 per square foot plus
      electricity. This rent would be adjusted annually by 50 percent of the
      increase in the Consumer Price Index over an average five year term.
      Additionally, the tenants would also be responsible for increases in
      operating expenses over those incurred during the first year of occupancy.

================================================================================


                                      -48-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                               7535 Windsor Drive

<TABLE>
<CAPTION>
Building NRA                        135,219 SF

                                    1994 Actual            1995 Actual             1996 Actual          BAP Budget 1997
                                    -----------            -----------             -----------          ----------------
Item                               Amount     Per SF     Amount      Per SF     Amount       Per SF      Amount     Per SF
==========================================================================================================================
<S>                             <C>          <C>      <C>           <C>       <C>           <C>       <C>          <C>    
Operating Revenues:
   Base Rents                   $ 1,428,908  $ 10.57  $ 1,520,054   $ 11.24   $ 1,597,475   $ 11.81   $ 1,632,333  $ 12.07
   Rents from Affiliates             10,558     0.08        9,317      0.07        38,167      0.28          --       --
   Operating Escalation              37,897     0.28       15,546      0.11       (19,336)    (0.14)        4,080     0.03
   Hotel Operations                    --                                                                             --
   Marina Rentals                      --                                                                             --
   Other                              6,362     0.05        1,114      0.01         1,443      0.01         2,020     0.01
                                -------------------------------------------------------------------------------------------
   Total operating revenues     $ 1,483,725  $ 10.97  $ 1,546,031   $ 11.43   $ 1,617,749   $ 11.96   $ 1,638,433  $ 12.12
                                -------------------------------------------------------------------------------------------

Operating expenses:
   Administrative and general:
   Management fees              $    51,739  $  0.38  $    54,104   $  0.40   $    56,602   $  0.42   $    62,988  $  0.47
   Salaries                          83,249     0.62       62,431      0.46        75,176      0.56        73,938     0.55
   Other administrative              48,021     0.36       39,432      0.29        38,903      0.29        29,076     0.22
   Bad debts                            496     0.00          (34)    (0.00)          (37)    (0.00)         --       --
   Professional services                914     0.01        3,414      0.03         4,269      0.03         5,060     0.04
   Utilities                         78,142     0.58       60,733      0.45        67,563      0.50        67,734     0.50
   Maintenace labor                  22,172     0.16       29,797      0.22        29,183      0.22        29,228     0.22
   Outside contracts                 74,241     0.55       69,506      0.51        72,069      0.53        57,735     0.43
   Cleaning                          38,230     0.28       44,000      0.33        41,345      0.31        55,840     0.41
   Maintenance materials             10,007     0.07       15,246      0.11        17,922      0.13        40,177     0.30
   Real estate and other taxes      130,105     0.96      120,746      0.89       123,377      0.91       124,314     0.92
   Advertising                       15,595     0.12       16,605      0.12         9,521      0.07        28,608     0.21
   Lease expense, land                 --       --           --        --            --        --          14,139     0.10
   Other                              2,938     0.02        2,152      0.02         1,957      0.01          --       --
                                -------------------------------------------------------------------------------------------
   Total operating expenses     $   555,849  $  4.11  $   518,132   $  3.83   $   537,850   $  3.98   $   588,837  $  4.35
                                -------------------------------------------------------------------------------------------

                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME            $   927,876  $  6.86  $ 1,027,899   $  7.60   $ 1,079,899   $  7.99   $ 1,049,596  $  7.76
                                ===========================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Market rent is forecasted to increase by 3.5 percent throughout the
      holding period. This forecast of income growth rates reflects typical
      investor expectations as noted in the Cushman & Wakefield Investor Survey
      which is among the Addenda to this report. More importantly, we are of the
      opinion that these growth rates reflect the current supply/demand
      relationship of space in the local market which, all other factors being
      equal, will move toward equilibrium over time.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, administration, cleaning,
      management fees, contract fees, and miscellaneous fees incurred. Future
      leases in the subject property are projected to be structured in a similar
      fashion.

      Allowance for Vacancy and Credit Loss - A deduction must be made from the
      total gross revenues due an investor in the subject property to account
      for the possibility of vacancy and/or non-collection of rent. We have,
      therefore, deducted 3 percent from gross revenues as a global allowance
      for the non-payment of rent or expenses by a lessee. This rate has
      considered the creditworthiness of the tenant roster and long-term market
      conditions.

      Additionally, our analysis over time has incorporated a lag vacancy
      allowance which provides for "down time" between the expiration of an
      existing lease and the commencement of a new lease. Upon the expiration of
      a lease, it is our best estimate that there is a 65 percent probability
      that the tenant will renew and a 35 percent probability that the tenant
      will vacate. At renewal, no down time is recognized; should this tenant
      vacate, then it is our expectation that an average down time of
      approximately six months time would be reasonable to re-lease the space.
      Therefore, the weighted average lag vacancy utilized between lease
      expirations in this report is two months.

================================================================================
                             Lag Vacancy Allowance
================================================================================
 Event       Probability      X        Down Time        =        Weighted Time
================================================================================
Rollover         65%          X           -0-           =             -0-
Turnover         35%          X         6 months        =          2 months
- --------------------------------------------------------------------------------
Total           100%          Average Weighted Time     =          2 months
================================================================================

      Based on the subject's weighted average downtime between leases, the
      overall average occupancy rate of the subject property over the ten year
      holding period is 97.1 percent. Including our overall vacancy/global
      credit loss allowance estimated at 3.0 percent, the implied overall
      occupancy rate of the subject property over the ten year holding period is
      95.6 percent.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      these data sets.

================================================================================


                                      -49-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================
                                                  Income Capitalization Approach

      As can be seen, historic operating expenses at the subject property from
      1994 through 1996 ranged from $3.83 to $4.11 per square foot. Current
      ownership budgets operating expenses at $4.35 per square foot for 1997. In
      the initial year of the investment holding period, we project operating
      expenses to be $4.75 per square foot at the subject property based upon
      the following:

            Real Estate Taxes - This item is sensitive to a specific local
            jurisdiction so that a direct comparison with those expense data
            available from the market is not possible. However, in the Real
            Estate Tax and Assessments section of this report, we document the
            level of assessment on the subject building. In the initial year of
            the investment, the cost of real estate taxes associated with 7535
            Windsor Drive was projected to be $72,317.

            Insurance - The history of the subject and the data available from
            our files indicate an extremely tight range for this expense item on
            a square foot basis. Therefore, we have stabilized the insurance
            expense at $20,378 or $0.16 per square foot for this analysis.

            Repairs & Maintenance - This expense category includes the annual
            cost to maintain the facility with supplies and labor. Historically,
            these costs have ranged from $0.33 to 0.35 per square foot, but are
            expected to increase dramatically in the coming year as many of
            these tasks had been handled as a part of exterior capital
            improvements made over the past several years. In the initial year
            of investment, repairs and maintenance expense is projected at $0.56
            per square foot, which is more indicative of a stabilized level for
            this item.

            Common Area Utilities - This expense category typically includes
            energy to operate the facility plus water and sewer charges.
            Historically, utilities expense has ranged from $0.45 to $0.58 per
            square foot. The owner's 1997 projection for the utilities expense
            is $.50 per square foot. In the initial year of the investment, a
            utilities expense was projected to be $.56 per square foot.

            Cleaning - This expense category typically includes the cost for
            daily janitorial services including supplies. The cost of this item
            is historically low as the building's largest tenant, Air Products
            and Chemicals, cleans their space. This is reflected in our initial
            year projection, which is equivalent to $.46 per square foot of
            rentable area. This is projected to change upon expiration of the
            aforementioned lease to a more market oriented level based upon a
            current cost of $.75 per square foot of rentable area.

            Outside Contracts - At properties like the subject, it is necessary
            to engage outside contractors for services that include landscaping,
            snow removal and trash removal. According to ownership, costs
            associated with outside contracts has historically ranged from $0.51
            to $0.55 per square foot of building area. In addition, ownership
            has budgeted $0.43 for 1997. In the initial year of the investment,
            we have projected outside contracts to be $0.45 per square foot.

================================================================================


                                      -50-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

            Management and Administrative - The fee for providing professional
            management services includes collections, supervision and the
            preparation of all budgets. According to the historical operating
            expenses, the cost for professional management has ranged from $0.38
            to $0.47 per square foot of rentable building area. As a "stand
            alone" property in the initial fiscal year, this amount is
            forecasted to be $.50 per square foot of building area respectively.
            Additionally, ownership in course of operations, will incur
            administrative cost such as salaries, legal and auditing fees etc.
            As a result we have projected in addition to a management burden,
            $0.77 per square foot in the initial year of the investment for
            general administrative costs. Although appearing high, we are
            informed that this is closer to the level expected to be incurred in
            the coming year.

            Other - Invariably, miscellaneous expenses occur in the operation of
            a property such as the subject. These include advertising and
            promotional expenses, space planning, brochures, and a contingency
            for the unknown. The data available from the market indicate
            allowances for miscellaneous expenses ranging from $0.04 to $0.15
            per square foot of rentable area. For this analysis, miscellaneous
            operating expenses are conservatively stabilized at $0.25 per
            rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

            Tenant Alterations - Upon the expiration of a lease, it is our best
            estimate that there is a 65 percent probability of the existing
            tenant renewing their lease and a 35 percent probability that the
            existing tenant will vacate. The current cost to alter and
            re-decorate office space for a rollover tenant is estimated to be
            $7.00 per square foot while that to prepare space for a new turnover
            tenant is estimated to be $12.00 per square foot. On average, then,
            the weighted cost of tenant alterations is projected to be $1 1. 1 0
            per square foot in the initial year of the investment holding
            period. The following is a presentation of these computations.

================================================================================


                                      -51-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

================================================================================
                            Tenant Improvements Costs
================================================================================
 Event       Probability      X        Unit Cost        =        Weighted Cost
================================================================================
Rollover         65%          X        $ 7.00/SF        =          $4.55/SF
Turnover         35%          X        $12.00/SF        =          $4.20/SF
- --------------------------------------------------------------------------------
Total           100%          Average Weighted Time     =          $8.75/SF
================================================================================

            Leasing Commissions In estimating the appropriate stabilized leasing
            expense for the subject property, the same rollover/turnover
            probabilities as described above are utilized. The standard leasing
            commission for new tenants is 6 percent of the first year's rent, 5
            percent of the second, 4 percent of the third and 3 percent of each
            succeeding year's contract rent, payable at lease commencement.
            Based upon an average five year lease term, leasing commissions are
            equal to 4.2 percent of total base rental income. The following is a
            summary of these computations.

================================================================================
                           Effective Leasing Commissions
                          Average Five Year Lease Term
                                Turnover Tenant
================================================================================
Lease Year       %            X        Commission       =        Weighted Rate
================================================================================
    1            20%          X           6%            =            1.20% 
    2            20%          X           5%            =            1.00% 
    3            20%          X           4%            =             .80% 
    4            20%          X           3%            =             .60% 
    5            20%          X           3%            =             .60% 
- --------------------------------------------------------------------------------
Total           100%          Effective Commission Rate =            4.20% 
================================================================================

            For a tenant who elects to renew a lease, half of a commission is
            payable. On a weighted average basis, then, leasing commissions are
            equal to 2.84 percent of total effective base rental income over the
            term. The following is a presentation of these computations.

================================================================================
                           Leasing Commission Expense
================================================================================
 Event       Probability      X        Commission       =        Weighted Rate
================================================================================
Rollover         65%          X           2.1%          =            1.37% 
Turnover         35%          X           4.2%          =            1.47% 
- --------------------------------------------------------------------------------
Total           100%          Average Weighted Time     =            2.84% 
================================================================================

            Reserves - It is customary and prudent to set aside an amount
            annually for the replacement of short lived capital items such as
            roofs, parking lots, or mechanical equipment. In this analysis, we
            have projected an allowance for reserves of $0.10 per square foot of
            rentable building area which is typical in the local market place
            for a property like the subject. Reserves for replacements are
            therefore stabilized at $12,922.

      Other non-operating expenses are also forecasted to increase at an average
      annual rate of 3.5 percent over the investment holding period. This too is
      consistent with the Cushman & Wakefield Investor Survey. Again, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

================================================================================


                                      -52-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate - The residual cash flows annually generated
      by the subject property comprise only the first part of the return which
      an investor will receive. The second component of this investment return
      is the pre-tax cash proceeds from the resale of the property at the end of
      a projected investment holding period. A terminal capitalization rate was
      used to estimate the market value of the property at the end of the
      assumed investment holding period. We estimated an appropriate terminal
      rate based on indicated rates in today's market. A premium was added to
      today's rate to allow for the risk of unforeseen events or trends which
      might affect our estimate of net operating income during the holding
      period.

================================================================================
                         Summary of Capitalization Rates
================================================================================
      Sale #                        Location                 Capitalization Rate
================================================================================
         1                  Lehigh Valley Office Commons           10.60%
                            Hanover Twp.
                            Northampton Co., PA
================================================================================
         2                  Newpointe                               9.48%
                            Hanover Twp.
                            Northampton Co., PA
================================================================================
         3                  Westfield Corporate Center             11.00%
                            South Whitehall Twp.
                            Lehigh Co., PA
================================================================================
         4                  Lehigh Valley Executive Campus          9.37%
                            Hanover Twp.
                            Lehigh Co., PA
================================================================================
         Terminal Capitalization Rate Selected                     11.00%
================================================================================

      Investors typically add 50 to 100 basis points to the "going-in" rate to
      arrive at a terminal capitalization rate, according to Cushman &
      Wakefield's periodic investor surveys. Our survey indicates that terminal
      capitalization rates have ranged from 8.0 to 11.0 percent. Based on our
      most recent experience, we have found little variance between going in and
      terminal rates. For this analysis, it is our projection that the subject
      property would most likely be sold at the end of the 11th year of the
      holding period for an amount equal to what would be the next year's net
      operating income capitalized at an overall rate of 11.0 percent. The
      holding period is extended by one year to allow the property to
      restabilize from a major lease turnover and provide for an optimal sale.
      The 12th year's computed net operating income is employed at this point
      as it would be the first received by a new purchaser of the subject
      property. It is projected, then, that a current investor would dispose of
      the subject property at the end of the projected holding period for an
      amount equal to $17,226,000 or $133.30 per square foot of building area.

================================================================================


                                      -53-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Transaction Costs - From the projected $17,226,000 reversion to an
      investor in the subject property, we have deducted a total of $516,000 to
      account for the various transaction costs associated with the sale of an
      asset of this type. These costs consist of 3 percent of the total
      disposition price of the subject property as an allowance for transfer
      taxes, professional fees, and other miscellaneous expenses that the seller
      pays at final closing. Deducting these transaction costs from the computed
      reversion renders pre-tax net proceeds of sale equal to $16,710,000 to be
      received by an investor in the subject property at the end of the holding
      period.

      Discount Rate - In our valuation, we endeavored to reflect the most likely
      actions of typical buyers and sellers in this market. We forecasted cash
      flows and discounted them and the future property value at reversion to a
      present value at various rates of return (yield rates) currently required
      by investors for similar quality real property. The yield rate (internal
      rate of return or IRR) is the single rate that discounts all future
      benefits (cash flow and reversion) to an estimate of net present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
      national real estate investors to determine their investment objectives.
      Following is a brief review of internal rates of return, overall rates,
      and income and expense growth rates considered acceptable by respondents.
      The entire survey is included among the Addenda to this report.

================================================================================
                           AUTUMN 1996 INVESTOR SURVEY
                          FOR SUBURBAN OFFICE BUILDINGS
================================================================================
                   GOING-IN          TERMINAL             IRR
- --------------------------------------------------------------------------------
                Low      High      Low     High      Low      High
================================================================================
       Mean     8.80%    9.50%     9.30%   9.90%     11.2%    11.6%
- --------------------------------------------------------------------------------
       Range    8.00%    11.0%     8.00%   11.0%     10.0%    13.0%
================================================================================

      The wide range of investment parameters indicates that property risk and
      yield are assessed to a particular investment property based on a variety
      of variables. Risk is the primary determinant, and the risk variables
      include whether current contract rents are significantly above or below
      current market rents; the amount and timing of tenant roll-overs; the risk
      to lease-up the property and the strength of the market during the
      lease-up period; the durability of the cash flow, and its ability to
      increase with inflation along with the creditworthiness of the existing
      tenancy. Risk is also dependent on investor demand for the property type;
      the diversification of the metropolitan area; the property's location
      within the local market; the supply and demand for the property type
      within the market; and the effective age of the property.

================================================================================


                                      -54-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The internal rate of return and terminal capitalization rate selected for
      this analysis were strongly influenced by our recent Investor Survey. We
      realize that this type of survey reflects target rather than transactional
      rates. Transactional rates are usually difficult to obtain in the
      verification process and are actually only target rates of the buyer at
      the time of sale. The property's performance will ultimately determine the
      actual yield and capitalization rate at the time of sale after a specific
      holding period. We have found that, in improving markets or with above
      average properties, demand will be high and transactional rates may be
      lower than target rates that are quoted in surveys. We have tried to
      recognize this factor in our choice of these two rates for our cash flow
      model.

      Considering the locational attributes, physical traits and economic
      characteristics of the subject property, we believe a discount rate
      ranging from 11.0 percent to 12.0 percent would be appropriate for the
      subject property in light of the investment criteria presented here. Thus,
      we have discounted the projected future pre-tax cash flows to be received
      by an investor in the subject property to a present value so as to yield
      11.0 percent to 12.0 percent on capital at 25 basis point intervals over
      the holding period. This discounting process is summarized as follows:

================================================================================
                               Investment Summary
================================================================================
      Discount Rate     Present Worth       Unit Rate       Overall Rate
================================================================================
          11.00%         $11,903,000        $92.11/SF          10.15%
          11.25%         $11,700,000        $90.54/SF          10.33%
          11.50%         $11,501,000        $89.00/SF          10.50%
          11.75%         $11,307,000        $87.50/SF          10.68%
          12.00%         $11,118,000        $86.04/SF          10.87%
================================================================================

      Through such a sensitivity analysis, it can be seen that the present value
      of the subject property varies from approximately $11,118,000 to
      $11,903,000. Considering the quality of the tenant roster in place at the
      subject, we believe a discount rate which falls toward the mid-point of
      the range now required in the marketplace to be appropriate in this case.
      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $11,501,000 which we round to
      $11,500,000 as an indication of market value for 7535 Windsor Drive via
      the Income Capitalization Approach.

      This indication of value produces an implied "going-in" overall
      capitalization rate of 10.50 percent based upon the initial years net
      operating income of $1,208,123. Additionally, based upon a market value of
      $11,500,000 and a projected future gross reversionary value of
      approximately $17,226,000, a compound annual rate of appreciation of 3.74
      percent is computed. Finally, with regard to the composition of the
      internal rate of return employed here, approximately 61 percent of the
      expected yield is from cash flows while the balance is attributable to
      property reversion. These percentages fall within the generally accepted
      relevant range of most current real estate investors.

================================================================================


                                      -55-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                   20004 - 7450 TILGHMAN STREET #2
                                                       ANNUAL CASH FLOW REPORT
                                                    BEGINNING 7/1/97 FOR 14 YEARS

                       FY1998     FY1999      FY2000      FY2OO1      FY2002      FY2003      FY2004      FY2005      FY2006   
<S>                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>        
INCOME

MINIMUM RENT:
GROSS RENTS           559,688     846,598   1,060,004   1,078,555   1,097,428   1,122,912   1,217,456   1,255,320   1,277,288 
LESS LAG VACANCY            0           0           0           0           0     (51,218)   (155,448)          0           0 
                      -------     -------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL MINIMUM RENT    559,688     846,598   1,060,004   1,078,555   1,097,428   1,071,694   1,062,008   1,255,320   1,277,288 

RECOVERIES:
OPERATING EXPENSES    104,244     254,875     323,388     334,708     346,424     343,351     324,976     384,084     397,528 
                      -------     -------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL RECOVERIES      104,244     254,875     323,388     334,708     346,424     343,351     324,976     384,084     397,528 
                      -------     -------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 

GROSS RENTAL
  INCOME              663,932   1,101,473   1,383,392   1,413,263   1,443,852   1,415,045   1,386,984   1,639,404   1,674,816 
CREDIT LOSS           (19,918)    (33,044)    (41,502)    (42,398)    (43,316)    (42,451)    (41,609)    (49,182)    (50,244)
                      -------     -------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL INCOME          644,014   1,068,429   1,341,890   1,370,865   1,400,536   1,372,594   1,345,375   1,590,222   1,624,572 

EXPENSES
COMMON UTILITIES       12,500      25,438      26,328      27,249      28,203      29,190      30,212      31,269      32,364 
INSURANCE               7,752      15,263      15,797      16,350      16,922      17,514      18,127      18,762      19,418 
MANAGEMENT FEE         50,875      52,656      54,499      56,406      58,380      60,424      62,538      64,727      66,993 
REAL ESTATE TAXES     113,679     117,658     121,776     126,038     130,449     135,015     139,741     144,632     149,694 
CLEANING               14,555      54,726      81,748      84,609      87,570      84,873      86,057      95,103     100,489 
MAINTENANCE             2,035       2,106       2,180       2,256       2,335       2,417       2,502       2,589       2,680 
OUTSIDE CONTRACTS           0           0           0           0           0           0           0           0           0 
ADMINISTRATIVE         12,938      20,350      21,062      21,799      22,562      23,352      24,169      25,015      25,891 
OTHER                   5,000       5,088       5,266       5,450       5,641       5,838       6,042       6,254       6,473 
                      -------     -------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL EXPENSES        219,334     293,285     328,656     340,157     352,062     358,623     369,388     388,351     404,002 
                      -------     -------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
NET OPERATING
  INCOME              424,680     775,144   1,013,234   1,030,708   1,048,474   1,013,971     975,987   1,201,871   1,220,570 

ALTERATIONS           321,368     975,351           0           0           0     278,311     844,674           0           0 
COMMISSIONS            66,992     203,320           0           0           0      39,782     120,739           0           0 
RESERVES               10,000      10,350      10,712      11,087      11,475      11,877      12,293      12,723      13,168 
                      -------     -------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
CASH FLOW              26,320    (413,877)  1,002,522   1,019,621   1,036,999     684,001      (1,719)  1,189,148   1,207,402 

<CAPTION>
                          FY2007      FY2008      FY2009      FY2010      FY2011
INCOME                
<S>                     <C>         <C>         <C>         <C>         <C>         
MINIMUM RENT:         
GROSS RENTS             1,299,641   1,324,870   1,433,808   1,499,490   1,525,730   
LESS LAG VACANCY                0     (30,416)   (216,107)          0           0   
                        ---------   ---------   ---------   ---------   ---------   
TOTAL MINIMUM RENT      1,299,641   1,294,454   1,217,701   1,499,490   1,525,730   
                                                                                    
RECOVERIES:                                                                         
OPERATING EXPENSES        411,440     416,816     376,628     456,172     472,140   
                        ---------   ---------   ---------   ---------   ---------   
TOTAL RECOVERIES          411,440     416,816     376,628     456,172     472,140   
                        ---------   ---------   ---------   ---------   ---------   
                                                                                    
GROSS RENTAL                                                                        
  INCOME                1,711,081   1,711,270   1,594,329   1,955,662   1,997,870   
CREDIT LOSS               (51,332)    (51,338)    (47,830)    (58,670)    (59,936)  
                        ---------   ---------   ---------   ---------   ---------   
TOTAL INCOME            1,659,749   1,659,932   1,546,499   1,896,992   1,937,934   
                                                                                    
EXPENSES                                                                            
COMMON UTILITIES           33,496      34,669      35,882      37,138      38,438   
INSURANCE                  20,098      20,801      21,529      22,283      23,063   
MANAGEMENT FEE             69,337      71,764      74,276      76,876      79,566   
REAL ESTATE TAXES         154,933     160,356     165,968     171,777     177,789   
CLEANING                  104,006     101,943     102,169     111,772     119,349   
MAINTENANCE                 2,773       2,871       2,971       3,075       3,183   
OUTSIDE CONTRACTS               0           0           0           0           0   
ADMINISTRATIVE             26,797      27,735      28,706      29,710      30,750   
OTHER                       6,699       6,934       7,176       7,428       7,688   
                        ---------   ---------   ---------   ---------   ---------   
TOTAL EXPENSES            418,139     427,073     438,677     460,059     479,826   
                        ---------   ---------   ---------   ---------   ---------   
NET OPERATING                                                                       
  INCOME                1,241,610   1,232,859   1,107,822   1,436,933   1,458,108   
                                                                                    
ALTERATIONS                     0           0   1,345,322           0           0   
COMMISSIONS                     0           0     192,304           0           0   
RESERVES                   13,629      14,106      14,600      15,111      15,640   
                        ---------   ---------   ---------   ---------   ---------   
CASH FLOW               1,227,981   1,218,753    (444,404)  1,421,822   1,442,468   
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      7450 Tilghman Street

      This property is a 100,000 square foot, single story, single tenant, Class
A office building which is now 100 percent occupied by 1 tenant. On the
opposing page is a presentation of the cash flows which an informed investor
could reasonably expect 7450 Tilghman Street to generate over a thirteen year
time horizon. The holding period is extended due to the potential for having to
release this building on a multi-tenanted basis should the current tenant leave
at year end. These cash flows are based upon the following analysis:

      Base Rental Income - The existing lease contract at the subject property
      provides for the current tenant, Prudential to pay a net rent equivalent
      to $9.90 per square foot through year-end 1997. At that time, this lease
      expires. Additionally, Prudential will not require this space as it no
      longer has the AARP contract which was serviced here. Therefore, a
      potential investor in the subject property would anticipate the necessity
      of releasing the subject on a multi-tenanted basis.

      The rental data previously analyzed for 7535 Windsor Drive are applicable
      to this property as well. As noted, rental rates on space comparable to
      the subject range from $10.50 per square foot on a net basis up to $15.50
      per square foot on a gross basis plus electricity. After analyzing the
      rents now being paid for comparable space and services in the competitive
      open market, it is our conclusion that the current average economic rent
      for it is $10.00 per square foot on a net basis. Economic rent is
      forecasted to increase by 3.5 percent throughout the projection period.

Absorption

      At present, the subject is leased as described through December, 1997. In
our analysis, we have projected that the vacated building will be absorbed over
the next 12 months subsequent to this expiration. The following chart is a
presentation of the absorption schedule which we have incorporated in our
analysis. We believe this schedule reflects the thinking of a knowledgeable and
realistic investor in the current environment and is consistent with the level
of activity experienced at the subject property over the recent past.

================================================================================
                              7450 Tilghman Street
                          Projected Absorption Schedule
================================================================================
               Leased                          Rental      Annual
Tenant          Area       Date      Term       Rate      Increase    Expenses
================================================================================
Spec. 1       25,000 SF     4/98     5 yrs.    $10.35     50% CPI        Net
Spec. 2       25,000 SF     7/98     5 yrs.    $10.35     50% CPI        Net
Spec. 3       25,000 SF    10/98     5 yrs.    $10.71     50% CP1        Net
Spec. 4       25,000 SF     1/99     5 yrs.    $10.71     50% CPI        Net
================================================================================

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a pro rata share of certain expenses incurred annually in
      the operation and ownership of the investment above an established base
      amount. These expenses include real estate taxes, insurance premiums,
      utilities, maintenance, administration, cleaning, management fees,
      contract fees, and miscellaneous fees incurred. Future leases in the
      subject property are projected to be structured in a similar fashion.

================================================================================


                                      -56-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                               7450 Tilghman Street

<TABLE>
<CAPTION>
Building NRA                        100,000 SF

                                    1994 Actual            1995 Actual             1996 Actual          BAP Budget 1997
                                    -----------            -----------             -----------          ----------------
Item                               Amount     Per SF     Amount      Per SF     Amount       Per SF      Amount     Per SF
==========================================================================================================================
<S>                             <C>         <C>       <C>           <C>       <C>           <C>       <C>          <C>    
Operating Revenues:
   Base Rents                   $ 990,000   $  9.90   $ 990,000     $ 9.90    $ 990,000     $ 9.90    $ 990,000    $ 9.90
   Rents from Affiliates              683      0.01         559       0.01         --         --           --        --
   Operating Escalation              --        --          --         --           --         --           --        --
   Hotel Operations                  --        --          --         --           --         --           --        --
   Marina Rentals                    --        --          --         --           --         --           --        --
   Other                              265      0.00        --         --           --         --           --        --
                                -----------------------------------------------------------------------------------------
   Total operating revenues     $ 990,948   $  9.91   $ 990,559     $ 9.91    $ 990,000     $ 9.90    $ 990,000    $ 9.90
                                -----------------------------------------------------------------------------------------
                                                                                                                   
Operating expenses:                                                                                                
   Administrative and general:                                                                                     
   Management fees              $  19,814   $  0.20   $  19,811     $ 0.20    $  29,700     $ 0.30    $  29,700    $ 0.30
   Salaries                        10,095      0.10       3,508       0.04        4,454       0.04        4,440      0.04
   Other administrative             1,348      0.01       1,476       0.01        1,533       0.02        1,056      0.01
   Bad debts                         --                                                       --           --        --
   Professional services            1,208      0.01       4,535       0.05       10,605       0.11        2,192      0.02
   Utilities                         --        --          --         --           --         --           --        --
   Maintenace labor                  --        --          --         --           --         --           --        --
   Outside contracts               (1,357)    (0.01)         23       0.00       22,165       0.22           24      0.00
   Cleaning                           411      0.00        --         --           --         --           --        --
   Maintenance materials           14,302      0.14           5       0.00        2,554       0.03        2,000      0.02
   Real estate and other taxes       --        --          --         --            277       0.00         --        --
   Advertising                      3,745      0.04       3,022       0.03        2,385       0.02       19,752      0.20
   Lease expense, land               --        --          --         --           --         --            848      0.01
   Other                              227      0.00         126       0.00          115       0.00         --        --
                                -----------------------------------------------------------------------------------------
   Total operating expenses     $  49,793   $  0.50   $  32,506     $ 0.33    $  73,788     $ 0.74    $  60,012    $ 0.60
                                -----------------------------------------------------------------------------------------

                                -----------------------------------------------------------------------------------------
 NET OPERATING INCOME           $ 941,155   $  9.41   $ 958,053     $ 9.58    $ 916,212     $ 9.16    $ 929,988    $ 9.30
                                =========================================================================================
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have reflected the single tenancy at the
      property as well as the tenant's direct payment of much of the operating
      costs associated with its ownership. Ownership budgets operating expenses
      at $.60 per square foot for 1997 assuming the presence of a single tenant
      under a similar lease structure. Given our releasing assumption, we
      project operating expenses, including taxes, to be $3.28 per square foot
      at the subject property on a stabilized basis. Operating expenses are
      forecasted to increase at an average annual rate of 3.5 percent over the
      investment holding period.

      Other Non-Operating Expenses - The initial cost to retrofit the building
      for multi-tenanted occupancy is projected to be $20.00 per square foot.
      As previously described herein, the weighted cost of tenant alterations is
      projected to be $8.75 per square foot in the initial year of the
      investment holding period. On a weighted average basis, leasing
      commissions are equal to 2.84 percent of total effective base rental
      income over the term as well. Reserves for replacements are stabilized at
      $0.10 per square foot of rentable building area. Other non-operating
      expenses are forecasted to increase at an average annual rate of 3.5
      percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would
      most likely be sold at the end of the 13th year of the holding period for
      an amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $13,255,000 or
      $132.55 per square foot of building area.

      Transaction Costs - From the projected $13,255,000 reversion to an
      investor in the subject property, we have deducted a total of $530,000 to
      account for the various transaction costs associated with the sale of an
      asset of this type. These costs consist of 4 percent of the total
      disposition price of the subject property as an allowance for transfer
      taxes, professional fees, and other miscellaneous expenses that the seller
      pays at final closing. Deducting these transaction costs from the computed
      reversion renders pre-tax net proceeds of sale equal to $12,725,000 to be
      received by an investor in the subject property at the end of the holding
      period.

================================================================================


                                      -57-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                    20008 - 7055 AMBASSADOR ROAD
                                                       ANNUAL CASH FLOW REPORT
                                                    BEGINNING 7/1/97 FOR 13 YEARS

                     FY1998     FY1999     FY2000     FY2OO1     FY2002     FY2003     FY2004     FY2005     FY2006   
<S>                 <C>         <C>        <C>        <C>        <C>       <C>         <C>        <C>        <C>        
INCOME                                                                                                                 

MINIMUM RENT:
GROSS RENTS          636,941    655,604    667,077    678,751    690,629    723,804    776,394    789,981    803,805   
LESS LAG VACANCY    (108,634)         0          0          0          0   (129,022)         0          0          0   
                     -------    -------    -------    -------    -------    -------    -------    -------    -------   
TOTAL MINIMUM RENT   528,307    655,604    667,077    678,751    690,629    594,782    776,394    789,981    803,805   

RECOVERIES:
OPERATING EXPENSES   116,073    143,892    148,208    152,655    157,234    134,560    166,810    171,814    176,968   
                     -------    -------    -------    -------    -------    -------    -------    -------    -------   
TOTAL RECOVERIES     116,073    143,892    148,208    152,655    157,234    134,560    166,810    171,814    176,968   

                     -------    -------    -------    -------    -------    -------    -------    -------    -------   
GROSS RENTAL
INCOME               644,380    799,496    815,285    831,406    847,863    729,342    943,204    961,795    980,773   
CREDIT LOSS          (19,331)   (23,985)   (24,459)   (24,942)   (25,436)   (21,880)   (28,296)   (28,854)   (29,423)  
                     -------    -------    -------    -------    -------    -------    -------    -------    -------   
TOTAL INCOME         625,049    775,511    790,826    806,464    822,427    707,462    914,908    932,941    951,350   

EXPENSES
INSURANCE             15,590     16,058     16,540     17,036     17,547     18,074     18,616     19,174     19,749   
MANAGEMENT FEE        18,940     19,508     20,093     20,696     21,317     21,957     22,615     23,294     23,993   
REAL ESTATE TAXES     66,194     68,180     70,225     72,332     74,502     76,737     79,039     81,411     83,853   
MAINTENANCE           38,976     40,145     41,350     42,590     43,868     45,184     46,539     47,936     49,374   
OTHER                  4,677      4,817      4,962      5,111      5,264      5,422      5,585      5,752      5,925   
                     -------    -------    -------    -------    -------    -------    -------    -------    -------   
TOTAL EXPENSES       144,377    148,708    153,170    157,765    162,498    167,374    172,394    177,567    182,894   
                     -------    -------    -------    -------    -------    -------    -------    -------    -------   

NET OPERATING
  INCOME             480,672    626,803    637,656    648,699    659,929    540,088    742,514    755,374    768,456   

ALTERATIONS           54,997          0          0          0          0     63,757          0          0          0   
COMMISSIONS           95,853          0          0          0          0    113,843          0          0          0   
RESERVES              15,360     15,821     16,295     16,784     17,288     17,806     18,341     18,891     19,458   
                     -------    -------    -------    -------    -------    -------    -------    -------    -------   
CASH FLOW            314,462    610,982    621,361    631,915    642,641    344,682    724,173    736,483    748,998   
</TABLE>

                        FY2007     FY2008       FY2009       FY2010

INCOME                                                                
                                                                      
MINIMUM RENT:                                                         
GROSS RENTS             817,872    844,708      919,430      935,521  
LESS LAG VACANCY              0   (153,235)           0            0  
                        -------    -------      -------      -------  
TOTAL MINIMUM RENT      817,872    691,470      919,430      935,521  
                                                                      
RECOVERIES:                                                           
OPERATING EXPENSES      182,278    155,992      193,378      199,180  
                        -------    -------      -------      -------  
TOTAL RECOVERIES        182,278    155,992      193,378      199,180  
                                                                      
                        -------    -------      -------      -------  
GROSS RENTAL                                                          
INCOME                1,000,150    847,462    1,112,808    1,134,701  
CREDIT LOSS             (30,004)   (25,424)     (33,384)     (34,041) 
                        -------    -------      -------      -------  
TOTAL INCOME            970,146    822,038    1,079,424    1,100,660  
                                                                      
EXPENSES                                                              
INSURANCE                20,342     20,952       21,581       22,228  
MANAGEMENT FEE           24,712     25,454       26,217       27,004  
REAL ESTATE TAXES        86,368     88,960       91,628       94,377  
MAINTENANCE              50,855     52,380       53,952       55,570  
OTHER                     6,103      6,286        6,474        6,668  
                        -------    -------      -------      -------  
TOTAL EXPENSES          188,380    194,032      199,852      205,847  
                        -------    -------      -------      -------  
                                                                      
NET OPERATING                                                         
  INCOME                781,766    628,006      879,572      894,813  

ALTERATIONS                   0          0       73,911            0  
COMMISSIONS                   0          0      135,209            0  
RESERVES                 20,041     20,643       21,262       21,900  
                        -------    -------      -------      -------  
CASH FLOW               761,725    607,363      649,190      872,913  
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $6,726,000 to $7,341,000. This discounting process is summarized as
      follows:

================================================================================
                               Investment Summary
================================================================================
      Discount Rate             Present Worth                  Unit Rate
================================================================================
          11.00%                 $7,341,000                   $73.41/SF
          11.25%                 $7,181,000                   $71.81/SF
          11.50%                 $7,025,000                   $70.25/SF
          11.75%                 $6,873,000                   $68.73/SF
          12.00%                 $6,726,000                   $67.26/SF
================================================================================

      Mindful of the relatively short remaining term of the existing lease in
      place at the subject, we believe a discount rate which falls toward the
      upper end of the range now required in the marketplace to be appropriate
      in this case. Using a 12 percent internal rate of return, our discounted
      cash flow model computes to a present worth of $6,726,000 which we round
      to $6,725,000 for an indication of market value for 7450 Tilghman Street
      via the Income Capitalization Approach. No meaningful "going-in" overall
      capitalization rate can be discerned.

      Additionally, based upon a market value of $6,725,000 and a projected
      future gross reversionary value of approximately $13,255,000, a compound
      annual rate of appreciation of 5.36 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 54 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

7055 Ambassador Drive

      This property is a 153,600 square foot single story warehouse which is
occupied by a single tenant through year-end 1997 and will require releasing at
that time. On the opposing page is a presentation of the cash flows which an
informed investor could reasonably expect 7055 Ambassador Drive to generate over
a eleven year time horizon. These cash flows are based upon the following
analysis:

      Base Rental Income - The base rental income which an asset such as the
      subject property will generate for an investor reflects a review of the
      existing rent roll in conjunction with the rent now being paid for
      comparable space and services in the competitive open market. As
      mentioned, the existing lease at the subject property will expire at
      year-end 1997 and will require the owner to secure a tenant.

================================================================================


                                      -58-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      On the opposing page is a presentation of recent rental rates on light
      industrial warehouse space in the market area of the subject property. As
      can be seen from this summary, rental rates on space comparable to the
      subject range from $3.50 per square foot up to $4.66 per square foot on a
      triple net basis.

      Comparable Rental #1 represents a modern building within the Iron Run
      Corporate Center. This space within a multi-tenanted facility contains
      14,585 square feet with minimal office space. This comparable rental was
      considered to be in a similar location; however physically, the comparable
      was regarded as inferior. Although much smaller than the subject,
      adjustment for this factor is more than offset by the subject's higher
      ceilings, superior loading, and superior overall condition. As a result of
      our comparison, only a slight negative adjustment was applied to this
      comparable rental.

      Comparable Rental #2 is also within the Iron Run Corporate Center. This is
      a one year renewal of an existing tenancy within a multi-tenanted
      building. Negative adjustment is considered to account for the motivation
      of the tenant, which obtained a short term lease without having to incur
      moving expenses. No adjustment is necessary for location. However, the
      subject is more modern than the comparable and in superior overall
      condition. As a result of our comparison, a negative adjustment was
      applied to this comparable rental.

      Comparable Rental #3 also represents a modern building within the Iron Run
      Corporate Center A positive adjustment to this datum is necessary to
      account for improving market conditions since the date of the lease. This
      space is located within a modern facility considered comparable to the
      subject in terms of age and size. It has less finished area, however. As a
      result of our comparison, a positive adjustment was applied to this
      comparable rental.

      Comparable Rental #4 is a modern building a short distance to the south of
      Iron Run Corporate Center. It is a portion of a larger facility which
      provides modern, high bay warehouse space such as the subject. It is,
      however, considered inferior with respect to construction quality. As a
      result of our comparison, a nominal positive adjustment was considered
      appropriate.

      In addition to analyzing actual lease transactions outside the property,
      leasing brokers were interviewed in an effort to ascertain competitive
      packages available in the marketplace today. Most brokers interviewed were
      of the opinion that free rent was no longer being given in the local
      marketplace. Tenant improvements in industrial space in the local
      marketplace are very limited and range from nothing up to $1.00 per square
      foot depending on the size of the tenant and the duration of the lease.

      After considering the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $4.10 per square foot on a triple
      net basis. This rent would increase at 50 percent of the CPI over the
      term, which is consistent with market practice. Additionally, the tenant
      would also be entitled to improvements up to $.50 per square foot of
      rentable building area.

================================================================================


                                      -59-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                              7055 Ambassador Drive

<TABLE>
<CAPTION>
Building NRA                        153,600 SF

                                    1994 Actual            1995 Actual             1996 Actual          BAP Budget 1997
                                    -----------            -----------             -----------          ----------------
Item                               Amount     Per SF     Amount      Per SF     Amount       Per SF      Amount     Per SF
==========================================================================================================================
<S>                             <C>         <C>       <C>           <C>       <C>           <C>       <C>          <C>    
Operating Revenues:
   Base Rents                   $ 576,000   $  3.75   $ 591,360     $  3.85   $ 606,720     $  3.95   $ 622,080    $  4.05
   Rents from Affiliates              932      0.01         932        0.01        --                                 --
   Operating Escalation             6,480      0.04      17,741        0.12     133,862        0.87     130,284       0.85
   Hotel Operations                  --                                                        --          --         --
   Marina Rentals                    --                                                        --          --         --
   Other                                9      0.00        --          --           124        0.00         174       0.00
                                ------------------------------------------------------------------------------------------
   Total operating revenues     $ 583,421   $  3.80   $ 610,033     $  3.97   $ 740,706     $  4.82   $ 752,538    $  4.90
                                ------------------------------------------------------------------------------------------
                                                                                                                   
Operating expenses:                                                                                                
   Administrative and general:                                                                                     
   Management fees              $   9,360   $  0.06   $  17,741     $  0.12   $  18,202     $  0.12   $  18,660    $  0.12
   Salaries                         1,766      0.01       6,572        0.04       7,422        0.05       7,392       0.05
   Other administrative             4,197      0.03      (8,955)      (0.06)      8,681        0.06       7,848       0.05
   Bad debts                          157      0.00       2,859        0.02        --          --          --         --
   Professional services               20      0.00         521        0.00       2,778        0.02         812       0.01
   Utilities                          245      0.00      (1,177)      (0.01)        851        0.01         980       0.01
   Maintenace labor                   (40)    (0.00)       --          --           (17)      (0.00)        677       0.00
   Outside contracts                  585      0.00         260        0.00      31,942        0.21      25,812       0.17
   Cleaning                          --                                                                               --
   Maintenance materials            1,741      0.01       5,976        0.04       4,611        0.03       3,708       0.02
   Real estate and other taxes       --        --          --          --        43,946        0.29      64,716       0.42
   Advertising                        566      0.00       1,340        0.01       1,160        0.01       2,055       0.01
   Lease expense, land               --        --          --          --          --          --         1,413       0.01
   Other                              174      0.00         201        0.00         191        0.00        --         --
                                ------------------------------------------------------------------------------------------
   Total operating expenses     $  18,771   $  0.12   $  25,338     $  0.16   $ 119,668     $  0.78   $ 134,073    $  0.87
                                ------------------------------------------------------------------------------------------

                                ------------------------------------------------------------------------------------------
NET OPERATING INCOME            $ 564,650   $  3.68   $ 584,695     $  3.81   $ 621,038     $  4.04   $ 618,465    $  4.03
                                ==========================================================================================
==========================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Market rent is forecasted to increase at an average annual rate of 3.5
      percent throughout the holding period. This forecast of income growth
      rates reflects typical investor expectations as noted in the Cushman &
      Wakefield Investor Survey which is among the Addenda to this report.

      Absorption - At year-end, the existing lease over the subject expires. The
      potential for renewal by the existing tenant does exist. however. Given
      this, we have applied a renewal probability of 35 percent, consistent with
      our assumptions in this regard described previously.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 7055
            Ambassador Drive is estimated to be $66,194 or $0.43.

            Insurance - Based upon historical experience, the cost for hazard
            and liability insurance ranged from $.03 to $.05 per square foot. In
            this analysis, we have stabilized insurance expense at $15,590 in
            the first year of the investment or $0.10 per square foot for this
            analysis.

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Due to the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.25 per square foot of gross building area.

================================================================================


                                      -60-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.06 to $0.12 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.12 per square foot of building area.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.03 per
            rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

            Tenant Alterations - Upon the expiration of a lease, it is our best
            estimate that there is a 65 percent probability of the existing
            tenant renewing their lease and a 35 percent probability that the
            existing tenant will vacate. The current cost associated with tenant
            improvements at tenant rollover is estimated to be $0.25 per square
            foot while that to prepare space for a new turnover tenant is
            estimated to be $0.50 per square foot. On average, then, the
            weighted cost of tenant alterations is projected to be $0.34 per
            square foot in the initial year of the investment holding period.

            Leasing Commissions - On a weighted average basis, leasing
            commissions are equal to 2.84 percent of total effective base rental
            income over the term as well. This calculation was exhibited
            previously.

================================================================================


                                      -61-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

            Reserves - It is customary and prudent to set aside an amount
            annually for the replacement of short lived capital items such as
            roofs, parking lots, or mechanical equipment. In this analysis, we
            have projected an allowance for reserves of $0.10 per square foot
            of rentable building area which is typical in the local market place
            for a property like the subject. Reserves for replacements are
            therefore stabilized at $15,360.

      Other non-operating expenses are also forecasted to increase at an average
      annual rate of 3.5 percent over the investment holding period. This too is
      consistent with the Cushman & Wakefield Investor Survey. Again, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Terminal Capitalization Rate - The residual cash flows annually generated
      by the subject property comprise only the first part of the return which
      an investor will receive. The second component of this investment return
      is the pre-tax cash proceeds from the resale of the property at the end of
      a projected investment holding period. A terminal capitalization rate was
      used to estimate the market value of the property at the end of the
      assumed investment holding period. We estimated an appropriate terminal
      rate based on indicated rates in today's market. A premium was added to
      today's rate to allow for the risk of unforeseen events or trends which
      might affect our estimate of net operating income during the holding
      period.

================================================================================
                      Investment Grade Industrial Properties
                         Summary of Capitalization Rates
================================================================================
Sale #            Location                      Date           Capitalization
                                                                     Rate
================================================================================
  1      904-34 Marcon Boulevard
         Lehigh Valley Industrial Park III      7/96                11.00%
         Hanover Township
         Lehigh County, PA
- --------------------------------------------------------------------------------
  2      6813, 6829, 6831 Ruppsville Road
         7663 Industrial Boulevard              2/96                10.20%
         Upper Macungie Township
         Bucks County, PA
- --------------------------------------------------------------------------------
  4      7620 Cetronia Road
         Upper Macungie Township                5/95                 9.89%
         Lehigh County, PA
================================================================================
Terminal Capitalization Rate Selected                               11.00%
================================================================================

      For this analysis, it is our projection that the subject property would
      most likely be sold at the end of the 11th year of the holding period for
      an amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. The 12th year's computed
      net operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $7,996,000 or
      $52.06 per square foot of building area.

================================================================================


                                      -62-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Transaction Costs - From the projected $7,996,000 reversion to an investor
      in the subject property, we have deducted a total of $320,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $7,676,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - In our valuation, we endeavored to reflect the most likely
      actions of typical buyers and sellers in this market. We forecasted cash
      flows and discounted them and the future property value at reversion to a
      present value at various rates of return (yield rates) currently required
      by investors for similar quality real property. The yield rate (internal
      rate of return or IRR) is the single rate that discounts all future
      benefits (cash flow and reversion) to an estimate of net present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
      national real estate investors to determine their investment objectives.
      Following is a brief review of internal rates of return, overall rates,
      and income and expense growth rates considered acceptable by respondents.
      The entire survey is included among the Addenda to this report.

================================================================================
                       AUTUMN 1996 WINTER INVESTOR SURVEY
                              FOR INDUSTRIAL BUILDINGS
================================================================================
                         GOING-IN           TERMINAL             IRR
- --------------------------------------------------------------------------------
                      Low       High      Low      High     Low       High
- --------------------------------------------------------------------------------
              Mean    8.90%     9.40%     9.70%    10.7%    11.5%     11.5%
- --------------------------------------------------------------------------------
              Range   8.50%     9.50%     9.50%    11.0%    11.0%     12.0%
================================================================================

      The wide range of investment parameters indicates that property risk and
      yield are assessed to a particular investment property based on a variety
      of variables. Risk is the primary determinant, and the risk variables
      include whether current contract rents are significantly above or below
      current market rents; the amount and timing of tenant roll-overs; the risk
      to lease-up the property and the strength of the market during the
      lease-up period; the durability of the cash flow, and its ability to
      increase with inflation along with the creditworthiness of the existing
      tenancy. Risk is also dependent on investor demand for the property type;
      the diversification of the metropolitan area; the property's location
      within the local market; the supply and demand for the property type
      within the market; and the effective age of the property.

================================================================================


                                      -62-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The internal rate of return and terminal capitalization rate selected for
      this analysis were strongly influenced by our recent Investor Survey. We
      realize that this type of survey reflects target rather than transactional
      rates. Transactional rates are usually difficult to obtain in the
      verification process and are actually only target rates of the buyer at
      the time of sale. The property's performance will ultimately determine the
      actual yield and capitalization rate at the time of sale after a specific
      holding period. We have found that, in improving markets or with above
      average properties, demand will be high and transactional rates may be
      lower than target rates that are quoted in surveys. We have tried to
      recognize this factor in our choice of these two rates for our cash flow
      model.

      Considering the locational attributes, physical traits and economic
      characteristics of the subject property, we believe a discount rate
      ranging from 11.0 percent to 12.0 percent would be appropriate for the
      subject property in light of the investment criteria presented here. Thus,
      we have discounted the projected future pre-tax cash flows to be received
      by an investor in the subject property to a present value so as to yield 
      11.0 percent to 12.0 percent on capital at 25 basis point intervals over
      the holding period. This discounting process is summarized as follows:

================================================================================
                               Investment Summary
================================================================================
                                                           Stabilized Overall
       Discount Rate   Present Worth        Unit Rate            Rate
================================================================================
           11.00%        $6,073,000         $39.54/SF           10.32%
           11.25%        $5,969,000         $38.86/SF           10.50%
           11.50%        $5,868,000         $38.20/SF           10.68%
           11.75%        $5,769,000         $37.56/SF           10.87%
           12.00%        $5,673,000         $36.93/SF           11.05%
================================================================================

      Through such a sensitivity analysis, it can be seen that the present value
      of the subject property varies from approximately $5,673,000 to
      $6,073,000. Although the existing lease at the subject property expires in
      the near future, the potential for renewal exists. Therefore, we believe
      that discount rate which falls toward the middle of the range now required
      in the marketplace to be appropriate in this case. Using an 11.50 percent
      internal rate of return, our discounted cash flow model computes to a
      present worth of $5,869,000 which we round to $5,900,000 as an indication
      of market value for 7055 Ambassador Drive via the Income Capitalization
      Approach.

      This indication of value produces an implied stabilized "going-in" overall
      capitalization rate of 10.62 percent based upon the initial stabilized
      year's net operating income of $626,803. The implied "going-in" overall
      capitalization rate is above the parameters set by the above investors
      survey due to lag vacancy incurred during the initial year. Additionally,
      based upon a market value of $5,900,000 and a projected future gross
      reversionary value of approximately $7,996,000, a compound annual rate of
      appreciation of 2.80 percent is computed. Finally, with regard to the
      composition of the internal rate of return employed here, approximately 56
      percent of the expected yield is from cash flows while the balance is
      attributable to property reversion. This percentage falls within the
      generally accepted relevant range of most current real estate investors.

================================================================================


                                      -64-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                   20010 - 6755 SNOWDRIFT DRIVE
                                                      ANNUAL CASH FLOW REPORT
                                                   BEGINNING 7/1/97 FOR 11 YEARS

                     FY1998     FY1999     FY2000     FY2OO1     FY2002     FY2003     FY2004     FY2005     FY2006   
<S>                  <C>        <C>        <C>        <C>        <C>       <C>         <C>        <C>        <C>        
INCOME                                                                                                                

MINIMUM RENT:
GROSS RENTS          468,750    481,250    500,548    528,177    537,420    546,825    556,394    574,652    625,484  
LESS LAG VACANCY           0          0    (87,774)         0          0          0          0   (104,248)         0  
                     -------    -------    -------    -------    -------    -------    -------    -------    -------  
TOTAL MINIMUM RENT   468,750    481,250    412,774    528,177    537,420    546,825    556,394    470,404    625,484  

RECOVERIES:
OPERATING EXPENSES   116,316    120,387    103,476    128,961    133,475    138,146    142,981    122,897    153,165  
                     -------    -------    -------    -------    -------    -------    -------    -------    -------  
TOTAL RECOVERIES     116,316    120,387    103,476    128,961    133,475    138,146    142,981    122,897    153,165  

                     -------    -------    -------    -------    -------    -------    -------    -------    -------  
GROSS RENTAL
 INCOME              585,066    601,637    516,250    657,138    670,895    684,971    699,375    593,301    778,649  
CREDIT LOSS          (17,552)   (18,049)   (15,487)   (19,714)   (20,127)   (20,549)   (20,981)   (17,799)   (23,359) 
                     -------    -------    -------    -------    -------    -------    -------    -------    -------  
TOTAL INCOME         567,514    583,588    500,763    637,424    650,768    664,422    678,394    575,502    755,290  

EXPENSES
INSURANCE             12,719     13,164     13,625     14,102     14,595     15,106     15,635     16,182     16,748  
MANAGEMENT FEE        15,263     15,797     16,350     16,922     17,514     18,127     18,762     19,418     20,098  
REAL ESTATE TAXES     55,266     57,200     59,202     61,274     63,418     65,638     67,935     70,313     72,774  
MAINTENANCE           25,438     26,328     27,249     28,203     29,190     30,212     31,269     32,364     33,496  
ADMINISTRATIVE         7,631      7,898      8,175      8,461      8,757      9,064      9,381      9,709     10,049  
OTHER                  3,816      3,949      4,087      4,230      4,379      4,532      4,690      4,855      5,024  
                     -------    -------    -------    -------    -------    -------    -------    -------    -------  
TOTAL EXPENSES       120,133    124,336    128,688    133,192    137,853    142,679    147,672    152,841    158,189  
                     -------    -------    -------    -------    -------    -------    -------    -------    -------  

NET OPERATING
 INCOME              447,381    459,252    372,075    504,232    512,915    521,743    530,722    422,661    597,101  

ALTERATIONS                0          0     46,774          0          0          0          0          0     55,553  
COMMISSIONS                0          0     77,447          0          0          0          0          0     91,982  
RESERVES               6,250      6,469      6,695      6,929      7,172      7,423      7,683      7,952      8,230  
                     -------    -------    -------    -------    -------    -------    -------    -------    -------  
CASH FLOW            441,131    452,783    241,159    497,303    505,743    514,320    523,039    414,709    441,336  
</TABLE>


INCOME                 FY2007     FY2008

MINIMUM RENT:                                
GROSS RENTS            636,430    647,568    
LESS LAG VACANCY             0          0    
                       -------    -------    
TOTAL MINIMUM RENT     636,430    647,568    
                                             
RECOVERIES:                                  
OPERATING EXPENSES     158,526    164,074    
                       -------    -------    
TOTAL RECOVERIES       158,526    164,074    
                                             
                       -------    -------    
GROSS RENTAL                                 
 INCOME                794,956    811,642    
CREDIT LOSS            (23,849)   (24,349)   
                       -------    -------    
TOTAL INCOME           771,107    787,293    
                                             
EXPENSES                                     
INSURANCE               17,334     17,941    
MANAGEMENT FEE          20,801     21,529    
REAL ESTATE TAXES       75,321     77,957    
MAINTENANCE             34,669     35,882    
ADMINISTRATIVE          10,401     10,765    
OTHER                    5,200      5,382    
                       -------    -------    
TOTAL EXPENSES         163,726    169,456    
                       -------    -------    
                                             
NET OPERATING                                
 INCOME                607,381    617,837    

ALTERATIONS                  0          0    
COMMISSIONS                  0          0    
RESERVES                 8,518      8,816    
                       -------    -------    
CASH FLOW              598,863    609,021    
<PAGE>

                         Historical Operating Statements

                               6755 Snowdrift Road

Building NRA            125,000 SF

<TABLE>
<CAPTION>
                                      1994 Actual             1995 Actual             1996 Actual        BAP Budget 1997
                                 --------------------      ------------------     -------------------  ------------------
Item                                Amount    Per SF        Amount   Per SF         Amount   Per SF      Amount   Per SF
- -------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>          <C>        <C>         <C>         <C>      <C>        <C>
Operating Revenues:
    Base Rents                   $      745   $  0.01      $ 112,746  $  0.90     $ 423,000   $  3.38  $ 462,504  $  3.70
    Rents from Affiliates                --        --             --       --            --        --         --       --
    Operating Escalation                 --        --             --       --        89,437      0.72    103,548     0.83
    Hotel Operations                     --        --             --       --            --        --         --       --
    Marina Rentals                       --        --             --       --            --        --         --       --
    Other                                --        --             --       --           834      0.01         --       --
                                -----------------------------------------------------------------------------------------
    Total operating revenues     $      745   $  0.01      $ 112,746  $  0.90     $ 513,271   $  4.11  $ 566,052  $  4.53
                                -----------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $       --   $    --      $  13,155  $  0.11     $  13,500   $  0.11  $  13,872  $  0.11
     Salaries                            --        --          5,257     0.04         5,938      0.05      5,913     0.05
     Other administrative             1,920      0.02          1,803     0.01         7,647      0.06      7,056     0.06
    Bad debts                            --        --             --       --            --        --         --       --
    Professional services             3,582      0.03            685     0.01         3,058      0.02        552     0.00
    Utilities                        35,532      0.28          1,058     0.01           481      0.00        584     0.00
    Maintenance labor                   211      0.00            656     0.01            --        --        574     0.00
    Outside contracts                10,906      0.09            271     0.00        25,916      0.21     19,860     0.16
    Cleaning                            338      0.00             --       --            --        --         --       --
    Maintenance materials                --        --             --       --         1,667      0.01      1,767     0.01
    Real estate and other taxes      51,816      0.41             --       --        35,655      0.29     53,327     0.43
    Advertising                       5,634      0.05          1,072     0.01         1,045      0.01         --       --
    Lease expense, land                  --        --             --       --            --        --      1,131     0.01
    Other                               649      0.01            187     0.00           153      0.00         --       --
                                -----------------------------------------------------------------------------------------
    Total operating expenses     $  110,588   $  0.88      $  24,144  $  0.19     $  95,060   $  0.76  $ 104,636  $  0.84
                                -----------------------------------------------------------------------------------------
                                -----------------------------------------------------------------------------------------
NET OPERATING INCOME             $ (109,843)  $ (0.88)(1)  $  88,602  $  0.71(1)  $ 418,211   $  3.35  $ 461,416  $  3.69
                                =========================================================================================
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note:(1) Existing tenant vacated the premises mid-year 1994. Day Timers
leased 125,000-square-foot space in January 1995.
<PAGE>

                                                  Income Capitalization Approach
================================================================================

6755 Snowdrift Road

      This property is a 125,000 square foot single story warehouse building
which is now 100 percent occupied by one tenant. On the opposing page is a
presentation of the cash flows which an informed investor could reasonably
expect 6755 Snowdrift Road to generate over a ten year time horizon. These cash
flows are based upon the following analysis:

      Base Rental Income - The existing lease contract at the subject property
      provides a current base rental income of $3.70 per square foot of gross
      building area increasing by $.10 per square foot per year over the
      remaining term. A copy of the rent roll over the subject property is
      included among the Addenda to this report.

      The rental data previously analyzed for 7055 Ambassador Drive are
      applicable to this property as well. As noted, rental rates on space
      comparable to the subject range from $3.50 per square foot up to $4.66 per
      square foot on a net basis. After analyzing the rents now being paid for
      comparable space and services in the competitive open market, it is our
      conclusion that the current average economic rent for the subject is $3.80
      per square foot on a net basis. Economic rent is forecasted to increase by
      3.5 percent throughout the projection period.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 6755
            Snowdrift Road is estimated to be $55,266 or $0.44.

            Insurance - Based upon historical experience, the cost for hazard
            and liability insurance has ranged from $.01 to $.02 per square
            foot, which appears inordinately low. We have stabilized insurance
            expense at $12,719 in the first year of the investment or $0.10
            per square foot.

================================================================================


                                      -65-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                               6755 Snowdrift Road

Building NRA         125,000 SF

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual        BAP Budget 1997
                                 --------------------       -----------------       ------------------   ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF      Amount   Per SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>          <C>        <C>           <C>        <C>       <C>        <C>
Operating Revenues:
    Base Rents                   $      745   $  0.01       $112,746  $  0.90       $ 423,000  $  3.38   $ 462,504  $  3.70
    Rents from Affiliates                --        --             --       --              --       --          --       --
    Operating Escalation                 --        --             --       --          89,437     0.72     103,548     0.83
    Hotel Operations                     --        --             --       --              --       --          --       --
    Marina Rentals                       --        --             --       --              --       --          --       --
    Other                                --        --             --       --             834     0.01          --       --
                                -------------------------------------------------------------------------------------------
    Total operating revenues     $      745   $  0.01       $112,746  $  0.90       $ 513,271  $  4.11   $ 566,052  $  4.53
                                -------------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $       --   $    --       $ 13,155  $  0.11       $  13,500  $  0.11   $  13,872  $  0.11
     Salaries                            --        --          5,257     0.04           5,938     0.05       5,913     0.05
     Other administrative             1,920      0.02          1,803     0.01           7,647     0.06       7,056     0.06
    Bad debts                            --        --             --       --              --       --          --       --
    Professional services             3,582      0.03            685     0.01           3,058     0.02         552     0.00
    Utilities                        35,532      0.28          1,058     0.01             481     0.00         584     0.00
    Maintenance labor                   211      0.00            656     0.01              --       --         574     0.00
    Outside contracts                10,906      0.09            271     0.00          25,916     0.21      19,860     0.16
    Cleaning                            338      0.00             --       --              --       --          --       --
    Maintenance materials                --        --             --       --           1,667     0.01       1,767     0.01
    Real estate and other taxes      51,816      0.41             --       --          35,655     0.29      53,327     0.43
    Advertising                       5,634      0.05          1,072     0.01           1,045     0.01          --       --
    Lease expense, land                  --        --             --       --              --       --       1,131     0.01
    Other                               649      0.01            187     0.00             153     0.00          --       --
                                -------------------------------------------------------------------------------------------
    Total operating expenses     $  110,588   $  0.88       $ 24,144  $  0.19       $  95,060  $  0.76   $ 104,636  $  0.84
                                -------------------------------------------------------------------------------------------
                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ (109,843)  $ (0.88)(1)   $ 88,602  $  0.71(1)    $ 418,211  $  3.35   $ 461,416  $  3.69
                                ===========================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note:(1) Existing tenant vacated the premises Mid-year 1994. Day Timers
leased 125,000-square-foot space in January 1995.
<PAGE>

                                                  Income Capitalization Approach
================================================================================

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Due to the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.20 per square foot of gross building area, which is consistent
            with experience.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.06 to $0.12 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.12 per square foot of building area.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.03 per
            rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $0.34 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

================================================================================


                                      -66-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $5,617,000 or
      $44.94 per square foot of building area.

      Transaction Costs - From the projected $5,617,000 reversion to an investor
      in the subject property, we have deducted a total of $225,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $5,392,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $4,282,000 to $4,558,000. This discounting process is summarized as
      follows:

================================================================================
                               Investment Summary
================================================================================
                                                       Stabilized Overall
      Discount Rate    Present Worth      Unit Rate          Rate
================================================================================
          11.00%        $4,558,000        $36.46/SF          9.81%
          11.25%        $4,487,000        $35.90/SF          9.97%
          11.50%        $4,417,000        $35.34/SF         10.13%
          11.75%        $4,349,000        $34.79/SF         10.29%
          12.00%        $4,282,000        $34.26/SF         10.45%
================================================================================

      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $4,417,000 which we round to
      $4,400,000 as an indication of market value for 6755 Snowdrift Road via
      the Income Capitalization Approach.

================================================================================


                                      -67-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                           20011 - 7150 WINDSOR DRIVE
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 12 YEARS
<TABLE>
<CAPTION>

                     FY1998     FY1999     FY2000     FY2001     FY2002     FY2003     FY2004
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          424,517    447,065    466,725    481,527    494,727    504,676    520,207
LESS LAG VACANCY     (13,308)   (10,636)   (27,604)   (27,962)         0    (15,806)    (6,316)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   411,209    436,429    439,121    453,565    494,727    488,870    513,891

RECOVERIES:
OPERATING EXPENSES   117,793    122,270    121,856    126,208    137,103    136,555    143,599
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES     117,793    122,270    121,856    126,208    137,103    136,555    143,599

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              529,002    558,699    560,977    579,773    631,830    625,425    657,490
CREDIT LOSS          (15,870)   (16,761)   (16,829)   (17,393)   (18,955)   (18,763)   (19,725)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         513,132    541,938    544,148    562,380    612,875    606,662    637,765

EXPENSES
- --------
INSURANCE              7,211      7,427      7,650      7,879      8,116      8,359      8,610
MANAGEMENT FEE        16,061     16,543     17,039     17,551     18,077     18,620     19,178
REAL ESTATE TAXES     42,624     43,903     45,220     46,576     47,974     49,413     50,895
OTHER                  1,019      1,050      1,081      1,114      1,147      1,181      1,217
COMMON AREA MAINT     55,918     57,596     59,324     61,104     62,937     64,825     66,769
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES       122,833    126,519    130,314    134,224    138,251    142,398    146,669
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              390,299    415,419    413,834    428,156    474,624    464,264    491,096

ALTERATIONS           43,707     34,758     82,597     75,031          0          0     50,668
COMMISSIONS           11,743      9,384     25,209     24,672          0          0     13,947
RESERVES               4,942      5,090      5,243      5,400      5,562      5,729      5,901
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            329,907    366,187    300,785    323,053    469,062    458,535    420,580
</TABLE>


                     FY2006     FY2007     FY2008     FY2009
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          563,035    585,876    596,131    615,768
LESS LAG VACANCY     (33,210)         0          0    (18,774)
                     -------    -------    -------    -------
TOTAL MINIMUM RENT   529,825    585,876    596,131    596,994

RECOVERIES:
OPERATING EXPENSES   146,310    158,940    163,710    163,216
                     -------    -------    -------    -------
TOTAL RECOVERIES     146,310    158,940    163,710    163,216

                     -------    -------    -------    -------
GROSS RENTAL
 INCOME              676,135    744,816    759,841    760,210
CREDIT LOSS          (20,284)   (22,344)   (22,795)   (22,806)
                     -------    -------    -------    -------
TOTAL INCOME         655,851    722,472    737,046    737,404

EXPENSES
- --------
INSURANCE              9,134      9,408      9,690      9,981
MANAGEMENT FEE        20,346     20,956     21,585     22,233
REAL ESTATE TAXES     53,995     55,615     57,283     59,001
OTHER                  1,291      1,330      1,370      1,411
COMMON AREA MAINT     70,836     72,961     75,150     77,404
                     -------    -------    -------    -------
TOTAL EXPENSES       155,602    160,270    165,078    170,030
                     -------    -------    -------    -------
NET OPERATING
 INCOME              500,249    562,202    571,968    567,374

ALTERATIONS                0     86,982          0     58,738
COMMISSIONS                0     29,302          0     16,565
RESERVES               6,260      6,448      6,642      6,841
                     -------    -------    -------    -------
CASH FLOW            493,989    439,470    565,326    485,230
<PAGE>

                                                  Income Capitalization Approach

      This indication of value produces an implied "going-in" overall
      capitalization rate of 10.17 percent based upon the initial year's net
      operating income of $447,381. Additionally, based upon a market value of
      $4,400,000 and a projected future gross reversionary value of
      approximately $5,617,000, a compound annual rate of appreciation of 2.47
      percent is computed. Finally, with regard to the composition of the
      internal rate of return employed here, approximately 56 percent of the
      expected yield is from cash flows while the balance is attributable to
      property reversion. This percentage falls within the generally accepted
      relevant range of most current real estate investors.

      To this conclusion, we then add the value attributable to the excess land
      associated with this property. As noted, the existing improvements are
      expandable to 175,000 square feet and offer expansion land of
      approximately 3+/- acres for this purpose. We refer the reader to the
      subsequent Developmental Approach to the valuation of the vacant sites
      which comprise a part of the subject property. Here, we estimate the
      current value of land in Iron Run Corporate Center to be $100,000 per
      acre. Therefore, when added to the foregoing, a total value indicated by
      the Income Capitalization Approach is $4,700,000.

7150 Windsor Drive

      This property is a 49,420 square foot single story flex building which is
100 percent occupied by a four tenants. On the opposing page is a presentation
of the cash flows which an informed investor could reasonably expect 7150
Windsor Drive to generate over a ten year time horizon. These cash flows are
based upon the following analysis:

      Base Rental Income - The base rental income which an asset such as the
      subject property will generate for an investor reflects a review of the
      existing rent roll in conjunction with the rent now being paid for
      comparable space and services in the competitive open market.

      On the opposing page is a presentation of recent rental rates on highly
      finished flex type space in the market area of the subject property. As
      can be seen from this summary, rental rates on space comparable to the
      subject range from $6.75 per square foot up to $10.55 per square foot on a
      triple net basis.

      Comparable Leases #1 and #2 are built-to suit tenant areas within a
      facility in the City of Bethlehem. This facility is locationally inferior,
      but offers space which is physically similar to the subject. At the time
      of lease, the building was newly constructed, making it superior to the
      subject in this regard. Lease #1 was to have more elaborate interior
      finishes than found at the subject. Lease #2 offers a similar percentage
      of finished area to that the subject. Consideration is also given to the
      smaller size of each. Overall, varying degrees of negative adjustment to
      these lease rates is necessary.

      Comparable Lease #3 is a lease renewal involving a one story building
      situated in Lehigh Valley Industrial Park III, which lies several miles
      east of the subject property. Locationally, this property is considered
      slightly inferior to the subject, although it offers visibility from Route
      22. Although offering a comparable level of office finish than the
      subject, this property is significantly larger. Overall, a positive
      adjustment is warranted.

================================================================================


                                      -68-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
==============================================================================================================================
                                                                      Summary of Market Data
                                                                   Office/Service/Lab Leasing
==============================================================================================================================
                                                    Lessee                Leased              Lease                Annual
Lease #  Location                                                          Area               Term                 Rental
- ------------------------------------------------------------------------------------------------------------------------------

<S>      <C>                                   <C>                      <C>                  <C>                <C>
   1     Bethlehem Technology Center           Quantum Epitaxial        9,920+/- SF          5 years            $10.55/SF;
         25 East Second Street                   Designs, Inc.                              commencing           escalating
         City of Bethlehem                                                                January, 1994          2.5%/year
         Northampton County, PA                                                                                  over term.

   2     Bethlehem Technology Center           Bio-Med Sciences         5,460+/- SF          5 years             $7.50/SF;
         25 East Second Street                                                             commencing             escalating
         City of Bethlehem                                                                January, 1994           3.0%/year
         Northampton County, PA                                                                                   over term.

   3     794 Roble Road                        Day-Timers, Inc.        101,750+/- SF         5 years             $7.10/SF
         Lehigh Valley Industrial Park III                                                 commencing
         Hanover Township                                                                  June, 1996
         Lehigh County, PA


   4     3600 Horizon Drive                         Neotech            35,115+/- SF         10 years            $6.75/SF in
         Renaissance @ Gulph Mills                                                         commencing              Year 1
         Upper Merion Township                                                             June, 1996           increasing to
         Montgomery County, PA                                                                                    $8.00/SF
                                                                                                                 over term.

   5     781 Third Avenue                        Interdigital          50,600+/- SF          7 years             $7.50/SF
         King of Prussia Park                 Communication Corp.                          commencing
         Upper Merion Township                                                           September, 1995
         Montgomery County, PA


==============================================================================================================================

<CAPTION>
==========================================================================================================



==========================================================================================================

Lease #  Location                              Comments
- ----------------------------------------------------------------------------------------------------------

<S>      <C>                                  <C>
   1     Bethlehem Technology Center          This building was newly constructed. The leased area
         25 East Second Street                includes 41% office, 36% process area with clean rooms,
         City of Bethlehem                    with the balance being warehouse area and service
         Northampton County, PA               chases. The lease is structured on a net basis.

   2     Bethlehem Technology Center          This building was newly constructed. The leased area
         25 East Second Street                includes 42% office, 37% lab and production area, and
         City of Bethlehem                    21% warehouse. The lease is structured on a net basis.
         Northampton County, PA

   3     794 Roble Road                       This building was originally constructed in 1989 for a
         Lehigh Valley Industrial Park III    computer software firm.  It includes 67 percent office
         Hanover Township                     finish and semi-finished production area which is fully air
         Lehigh County, PA                    conditioned. This is a renewal of a lease dating from
                                              1991. It is structured on a net basis.

   4     3600 Horizon Drive                   This building was constructed in 1988. It includes 60%
         Renaissance @ Gulph Mills            finished office area and is fully sprinklered and air
         Upper Merion Township                conditioned. The balance of the space is semi-finished
         Montgomery County, PA                assembly area with dropped ceilings. It is structured on a
                                              net basis.

   5     781 Third Avenue                     This space is within a single story industrial building
         King of Prussia Park                 which was reskinned and entirely retrofitted in 1995. Of
         Upper Merion Township                the leased area, 50% is finished as office space, with the
         Montgomery County, PA                balance being finished assembly space. It is also 100%
                                              air conditioned.  The tenant ultimately purchased the
                                              building.
==========================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Comparable Leases #4 and #5 involve recent leases on buildings in King of
      Prussia. Both are considered superior to the subject in terms of location.
      Lease #4 is in a physically similar property excepting that its
      construction quality is inferior to the subject. Overall, slight positive
      adjustment is made to this lease. Lease #5 is in an older building which
      was entirely renovated to suit the tenant. It is considered physically
      similar to the subject in terms of quality although the level of finish is
      less than that found in several of the tenant areas at the subject. A
      modest negative adjustment overall is warranted.

      In addition to analyzing actual lease transactions outside the property,
      leasing brokers were interviewed in an effort to ascertain competitive
      packages available in the marketplace today. Most brokers interviewed were
      of the opinion that free rent was no longer being given in the local
      marketplace. Tenant improvements in industrial space in the local
      marketplace are very limited and range from nothing up to $1.00 per square
      foot depending on the size of the tenant and the duration of the lease.

      After considering the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current economic rent for the tenant areas at the subject would be as
      follows:

================================================================================
                Tenant                                     Market Rate
- --------------------------------------------------------------------------------
      Interior Workplace Solutions                           $8.00/SF
      Bell Atlantic                                          $9.00/SF
      Monsanto                                               $8.00/SF
      Linden Optical                                         $9.00/SF
      ICT Group                                              $10.00/SF
================================================================================

      All would be structured on a triple net basis. This rent would increase at
      50 percent of the CPI over the term, which is consistent with local market
      practice. Additionally, a new tenant would also be entitled to
      improvements of up to $7.00 per square foot of rentable building area.

      Market rent is forecasted to increase at an average annual rate of 3.5
      percent throughout the holding period. This forecast of income growth
      rates reflects typical investor expectations as noted in the Cushman &
      Wakefield Investor Survey which is among the Addenda to this report.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

================================================================================


                                      -69-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                               7150 Windsor Drive

Building NRA            49,420 SF

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual          BAP Budget 1997
                                 --------------------       -----------------       ------------------     ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF        Amount   Per SF
- -----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>          <C>        <C>           <C>        <C>         <C>        <C>
Operating Revenues:
    Base Rents                   $ 275,080   $  5.57       $ 258,325  $  5.23       $ 202,489  $  4.10     $ 202,489  $  4.10
    Rents from Affiliates          146,643      2.97         147,885     2.99         146,995     2.97       146,995     2.97
    Operating Escalation            20,755      0.42          96,723     1.96          98,312     1.99        98,312     1.99
    Hotel Operations                    --        --              --       --              --       --            --       --
    Marina Rentals                      --        --              --       --              --       --            --       --
    Other                              678      0.01             127     0.00              69     0.00            69     0.00
                                ---------------------------------------------------------------------------------------------
    Total operating revenues     $  43,156   $  8.97       $ 503,060  $ 10.18       $ 447,865  $  9.06     $ 447,865  $  9.06
                                ---------------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $   9,178   $  0.19       $  15,088  $  0.31       $  13,434  $  0.27     $  13,434  $  0.27
     Salaries                        9,116      0.18          13,144     0.27          14,844     0.30        14,844     0.30
     Other administrative            8,998      0.18           7,374     0.15          10,465     0.21        10,465     0.21
    Bad debts                          190      0.00            (217)   (0.00)                      --                     --
    Professional services               --        --           1,349     0.03             746     0.02           746     0.02
    Utilities                        4.765       010           6,879     0.14          13,138     0.27        13,138     0.27
    Maintenance labor                1,878      0.04              --       --             231     0.00           231     0.00
    Outside contracts                9,460      0.19          20,021     0.41          36,252     0.73        36,252     0.73
    Cleaning                            --        --             589     0.01             590     0.01           590     0.01
    Maintenance materials               --        --           1,984     0.04           2,963     0.06         2,963     0.06
    Real estate and other taxes         --        --          31,205     0.63          47,757     0.97        47,757     0.97
    Advertising                         --        --           9,150     0.19           2,071     0.04         2,071     0.04
    Lease expense, land                 --        --              --       --              --       --            --       --
    Other                            3,276      0.07             598     0.01             383     0.01           383     0.01
                                ---------------------------------------------------------------------------------------------
    Total operating expenses     $  46,861   $  0.95       $ 107,164  $  2.17       $ 142,874  $  2.89     $ 142,874  $  2.89
                                ---------------------------------------------------------------------------------------------
                                ---------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ 396,295   $  8.02       $ 395,896  $  8.01       $ 304,991  $  6.17(1)  $ 304,991  $  6.17
                                =============================================================================================
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: (1) Occupancy decreased to 80 percent from 100 percent during a portion
of 1996.
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 7150
            Windsor Drive is estimated to be $42,624 or $0.86 per square foot.

            Insurance - Based upon historical experience, the cost for hazard
            and liability insurance ranged from $.15 to $.21 per square foot. In
            this analysis, we have stabilized insurance expense at $7,211 in the
            first year of the investment or about $0.15 per square foot for this
            analysis.

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Due to the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $1.13 per square foot of gross building area, which is consistent
            with historical experience and budget projections for the coming
            year.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.19 to $0.31 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.32 per square foot of building area.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.02 per
            rentable square foot of building area, which is consistent with
            prior experience.

================================================================================


                                      -70-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

            Tenant Alterations - Upon the expiration of a lease, it is our best
            estimate that there is a 65 percent probability of the existing
            tenant renewing their lease and a 35 percent probability that the
            existing tenant will vacate. The current cost associated with tenant
            improvements at tenant rollover is estimated to be $3.00 per square
            foot while that to prepare space for a new turnover tenant is
            estimated to be $7.00 per square foot. On average, then, the
            weighted cost of tenant alterations is projected to be $4.40 per
            square foot in the initial year of the investment holding period.

            Leasing Commissions - On a weighted average basis, leasing
            commissions are equal to 2.84 percent of total effective base rental
            income over the term as well. This calculation was exhibited
            previously.

            Reserves - It is customary and prudent to set aside an amount
            annually for the replacement of short lived capital items such as
            roofs, parking lots, or mechanical equipment. In this analysis, we
            have projected an allowance for reserves of $0.10 per square foot of
            rentable building area which is typical in the local market place
            for a property like the subject. Reserves for replacements are
            therefore stabilized at $4,942.

      Other non-operating expenses are also forecasted to increase at an average
      annual rate of 3.5 percent over the investment holding period. This too is
      consistent with the Cushman & Wakefield Investor Survey. Again, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

================================================================================


                                      -71-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate - The residual cash flows annually generated
      by the subject property comprise only the first part of the return which
      an investor will receive. The second component of this investment return
      is the pre-tax cash proceeds from the resale of the property at the end of
      a projected investment holding period. A terminal capitalization rate was
      used to estimate the market value of the property at the end of the
      assumed investment holding period. We estimated an appropriate terminal
      rate based on indicated rates in today's market. A premium was added to
      today's rate to allow for the risk of unforeseen events or trends which
      might affect our estimate of net operating income during the holding
      period.

================================================================================
                Investment Grade Industrial and Office Properties
                         Summary of Capitalization Rates
================================================================================
Sale #            Location                      Date           Capitalization
                                                                     Rate
================================================================================
  1      904-34 Marcon Boulevard
         Lehigh Valley Industrial Park III      7/96                11.00%
         Hanover Township
         Lehigh County, PA
- --------------------------------------------------------------------------------
  2      6813, 6829, 6831 Ruppsville Road
         7663 Industrial Boulevard              2/96                10.20%
         Upper Macungie Township
         Bucks County, PA
- --------------------------------------------------------------------------------
  3      7620 Cetronia Road
         Upper Macungie Township                5/95                 9.89%
         Lehigh County, PA
- --------------------------------------------------------------------------------
  4      Lehigh Valley Office Commons
         87 S. Commerce Way                     7/96                10.60%
         Lehigh Valley Industrial Park IV
         Hanover Township
         Lehigh County, PA
- --------------------------------------------------------------------------------
  5      Lehigh Valley Executive Campus
         Lehigh Valley Industrial Park IV       6/95                 9.37%
         Hanover Township
         Lehigh County, PA
================================================================================
Terminal Capitalization Rate Selected                               11.00%
================================================================================

      For this analysis, it is our projection that the subject property would
      most likely be sold at the end of the 11th year of the holding period for
      an amount equal to what would be the next years net operating income
      capitalized at an overall rate of 11.0 percent. The 12th year's computed
      net operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $5,200,000 or
      $105.22 per square foot of building area.

================================================================================


                                      -72-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach

      Transaction Costs - From the projected $5,200,000 reversion to an investor
      in the subject property, we have deducted a total of $208,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $4,992,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - In our valuation, we endeavored to reflect the most likely
      actions of typical buyers and sellers in this market. We forecasted cash
      flows and discounted them and the future property value at reversion to a
      present value at various rates of return (yield rates) currently required
      by investors for similar quality real property. The yield rate (internal
      rate of return or IRR) is the single rate that discounts all future
      benefits (cash flow and reversion) to an estimate of net present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
      national real estate investors to determine their investment objectives.
      Following is a brief review of internal rates of return, overall rates,
      and income and expense growth rates considered acceptable by respondents.
      The entire survey is included among the Addenda to this report.

================================================================================
                       AUTUMN 1996 WINTER INVESTOR SURVEY
                            FOR INDUSTRIAL BUILDINGS
================================================================================
                  GOING-IN          TERMINAL              IRR
- --------------------------------------------------------------------------------
              Low         High       Low      High     Low       High
================================================================================
      Mean    8.90%       9.40%      9.70%    10.7%    11.5%     11.5%
- --------------------------------------------------------------------------------
      Range   8.50%       9.50%      9.50%    11.0%    11.0%     12.0%
================================================================================

================================================================================
                           AUTUMN 1996 INVESTOR SURVEY
                          FOR SUBURBAN OFFICE BUILDINGS
================================================================================
                  GOING-IN          TERMINAL              IRR
- --------------------------------------------------------------------------------
              Low         High       Low      High     Low       High
================================================================================
      Mean    8.80%       9.50%      9.30%    9.90%    11.2%     11.6%
- --------------------------------------------------------------------------------
      Range   8.00%       11.0%      8.00%    11.0%    10.0%     13.0%
================================================================================

      The wide range of investment parameters indicates that property risk and
      yield are assessed to a particular investment property based on a variety
      of variables. Risk is the primary determinant, and the risk variables
      include whether current contract rents are significantly above or below
      current market rents; the amount and timing of tenant roll-overs; the
      risk to lease-up the property and the strength of the market during the
      lease-up period; the durability of the cash flow, and its ability to
      increase with inflation along with the creditworthiness of the existing
      tenancy. Risk is also dependent on investor demand for the property type;
      the diversification of the metropolitan area; the property's location
      within the local market; the supply and demand for the property type
      within the market; and the effective age of the property.

================================================================================


                                      -74-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach

      The internal rate of return and terminal capitalization rate selected for
      this analysis were strongly influenced by our recent Investor Survey. We
      realize that this type of survey reflects target rather than transactional
      rates. Transactional rates are usually difficult to obtain in the
      verification process and are actually only target rates of the buyer at
      the time of sale. The property's performance will ultimately determine the
      actual yield and capitalization rate at the time of sale after a specific
      holding period. We have found that, in improving markets or with above
      average properties, demand will be high and transactional rates may be
      lower than target rates that are quoted in surveys. We have tried to
      recognize this factor in our choice of these two rates for our cash flow
      model.

      Considering the locational attributes, physical traits and economic
      characteristics of the subject property, we believe a discount rate
      ranging from 11.0 percent to 12.0 percent would be appropriate for the
      subject property in light of the investment criteria presented here. Thus,
      we have discounted the projected future pre-tax cash flows to be received
      by an investor in the subject property to a present value so as to yield 
      11.0 percent to 12.0 percent on capital at 25 basis point intervals over
      the holding period. This discounting process is summarized as follows:

================================================================================
                               Investment Summary
================================================================================
      Discount Rate      Present Worth       Unit Rate          Overall Rate
================================================================================
         11.00%            $3,984,000        $80.62/SF              9.80%
         11.25%            $3,921,000        $79.34/SF              9.95%
         11.50%            $3,859,000        $78.09/SF             10.12%
         11.75%            $3,798,000        $76.85/SF             10.28%
         12.00%            $3,738,000        $75.64/SF             10.44%
================================================================================

      Through such a sensitivity analysis, it can be seen that the present value
      of the subject property varies from approximately $3,738,000 to
      $3,984,000. Given the subject's status as a flex building, we believe that
      it would be viewed more conservatively than a conventional office or
      industrial building. Therefore, we believe that discount rate which falls
      toward the upper end of the range now required in the marketplace to be
      appropriate in this case. Using a 12.00 percent internal rate of return,
      our discounted cash flow model computes to a present worth of $3,738,000
      which we round to $3,750,000 as an indication of market value for 7150
      Windsor Drive via the Income Capitalization Approach.

      This indication of value produces an implied "going-in" overall
      capitalization rate of 10.41 percent based upon the initial year's net
      operating income of $390,299. The implied "going-in" overall
      capitalization rate is consistent the parameters set by the above
      investors surveys. Additionally, based upon a market value of $3,750,000
      and a projected future gross reversionary value of approximately
      $5,200,000, a compound annual rate of appreciation of 3.32 percent is
      computed. Finally, with regard to the composition of the internal rate of
      return employed here, approximately 55 percent of the expected yield is
      from cash flows while the balance is attributable to property reversion.
      This percentage falls within the generally accepted relevant range of most
      current real estate investors.

================================================================================


                                      -74-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                             20003 - 6690 GRANT WAY
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 11 YEARS

<TABLE>
<CAPTION>
                     FY1998     FY1999     FY2000     FY2001     FY2002     FY2003     FY2004
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          389,010    397,676    412,165    412,525    419,744    427,090    434,564
LESS LAG VACANCY           0    (32,248)   (35,734)         0          0          0          0
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   389,010    365,428    376,431    412,525    419,744    427,090    434,564

RECOVERIES:
OPERATING EXPENSES    90,342     85,848     88,294    100,163    103,670    107,298    111,054
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      90,342     85,848     88,294    100,163    103,670    107,298    111,054

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              479,352    451,276    464,725    512,688    523,414    534,388    545,618
CREDIT LOSS          (14,381)   (13,538)   (13,942)   (15,381)   (15,702)   (16,032)   (16,369)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         464,971    437,738    450,783    497,307    507,712    518,356    529,249

EXPENSES
- --------
INSURANCE              4,811      4,979      5,153      5,334      5,520      5,714      5,914
MANAGEMENT FEE        17,908     18,535     19,183     19,855     20,550     21,269     22,014
REAL ESTATE TAXES     38,971     40,335     41,747     43,208     44,720     46,286     47,906
OTHER                  4,477      4,634      4,796      4,964      5,137      5,317      5,503
COMMON AREA MAINT     28,652     29,655     30,693     31,767     32,879     34,029     35,220
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES        94,819     98,138    101,572    105,128    108,806    112,615    116,557
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              370,152    339,600    349,211    392,179    398,906    405,741    412,692
ALTERATIONS                0          0     49,655          0          0          0          0
COMMISSIONS                0          0     59,983          0          0          0          0
RESERVES               8,800      9,108      9,427      9,757     10,098     10,452     10,817
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            361,352    330,492    230,146    382,422    388,808    395,289    401,875
</TABLE>


                     FY2005     FY2006     FY2007     FY2008
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          467,888    488,538    497,087    505,786
LESS LAG VACANCY     (80,740)         0          0          0
                     -------    -------    -------    -------
TOTAL MINIMUM RENT   387,148    488,538    497,087    505,786

RECOVERIES:
OPERATING EXPENSES    95,772    118,963    123,127    127,436
                     -------    -------    -------    -------
TOTAL RECOVERIES      95,772    118,963    123,127    127,436

                     -------    -------    -------    -------
GROSS RENTAL
 INCOME              482,920    607,501    620,214    633,222
CREDIT LOSS          (14,488)   (18,225)   (18,606)   (18,997)
                     -------    -------    -------    -------
TOTAL INCOME         468,432    589,276    601,608    614,225

EXPENSES
- --------
INSURANCE              6,121      6,335      6,557      6,786
MANAGEMENT FEE        22,784     23,581     24,407     25,261
REAL ESTATE TAXES     49,582     51,318     53,114     54,973
OTHER                  5,696      5,895      6,102      6,315
COMMON AREA MAINT     36,453     37,729     39,049     40,416
                     -------    -------    -------    -------
TOTAL EXPENSES       120,636    124,858    129,229    133,751
                     -------    -------    -------    -------
NET OPERATING
 INCOME              347,796    464,418    472,379    480,474
ALTERATIONS           58,973          0          0          0
COMMISSIONS           71,241          0          0          0
RESERVES              11,196     11,588     11,993     12,413
                     -------    -------    -------    -------
CASH FLOW            206,386    452,830    460,386    468,061
<PAGE>

                                                  Income Capitalization Approach
================================================================================

6690 Grant Way

      This property is an 88,000 square foot single story warehouse building
which is 100 percent occupied by two tenants. On the opposing page is a
presentation of the cash flows which an informed investor could reasonably
expect 6690 Grant Way to generate over a ten year time horizon. These cash flows
are based upon the following analysis:

      Base Rental Income - The existing lease contracts at the subject property
      provide a current base rental income of $4.39 per square foot of gross
      building area. One lease also provides for annual increases over the
      remaining term. A copy of the rent roll over the subject property is
      included among the Addenda to this report.

      The rental data previously analyzed for 7055 Ambassador Drive are
      applicable to this property as well. As noted, rental rates on space
      comparable to the subject range from $3.50 per square foot up to $4.66 per
      square foot on a net basis. After analyzing the rents now being paid for
      comparable space and services in the competitive open market, it is our
      conclusion that the current average economic rent for the subject is $4.25
      per square foot on a net basis. Economic rent is forecasted to increase by
      3.5 percent throughout the projection period.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

      Real Estate Taxes - In the Real Estate Tax and Assessments section of this
      report, we document the level of assessment for each of the subject
      buildings that make up the subject property. In the initial year of
      investment, (FY 1997), the real estate tax expense for 6690 Grant Way is
      estimated to be $38,971 or $0.44.

      Insurance - Based upon historical experience, the cost for hazard and
      liability insurance has ranged from $.02 to $.09 per square foot. We have
      stabilized insurance expense at $4,811 in the first year of the investment
      or $0.05 per square foot. This is consistent with ownership's budget
      projections.

================================================================================


                                      -75-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                                 6690 Grant Way

Building NRA            88,000 SF

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual        BAP Budget 1997
                                 --------------------       -----------------       ------------------   ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF      Amount   Per SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>          <C>        <C>           <C>        <C>       <C>        <C>
Operating Revenues:
    Base Rents                   $ 357,896   $  4.07       $ 375,650  $  4.27       $ 370,650  $  4.21   $ 385,395  $  4.38
    Rents from Affiliates              683      0.01             559     0.01              --       --          --       --
    Operating Escalation             8,372      0.10          11,299     0.13          84,241     0.96      81,732     0.93
    Hotel Operations                    --        --              --       --              --       --          --       --
    Marina Rentals                      --        --              --       --              --       --          --       --
    Other                                4      0.00              31     0.00              14     0.00          20     0.00
                                -------------------------------------------------------------------------------------------
    Total operating revenues     $ 366,955   $  4.17       $ 387,539  $  4.40       $ 454,905  $  5.17   $ 464,147  $  5.31
                                -------------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $   9,949   $  0.11       $  11,270  $  0.13       $  11,120  $  0.13   $  11,565  $  0.13
     Salaries                        6,121      0.07           3,701     0.04           5,597     0.06       5,913     0.07
     Other administrative            7,919      0.09           1,348     0.02           5,118     0.06       4,728     0.05
    Bad debts                         (473)    (0.01)             --       --              --       --          --       --
    Professional services               --        --             470     0.01             267     0.00       2,252     0.03
    Utilities                           --        --              --       --              --       --         488     0.01
    Maintenance labor                   --        --              --       --              --       --         372     0.00
    Outside contracts                1,018      0.01             172     0.00          23,255     0.26      18,048     0.21
    Cleaning                            --        --              --       --              --       --          --       --
    Maintenance materials              221      0.00              77     0.00           1,320     0.02       2,210     0.03
    Real estate and other taxes         --        --              --       --          25,810     0.29      38,007     0.43
    Advertising                      3,333      0.04           3,057     0.03           2,559     0.03       4,368     0.05
    Lease expense, land                 --        --              --       --              --       --         848     0.01
    Other                              185      0.00             161     0.00             153     0.00          --       --
                                -------------------------------------------------------------------------------------------
    Total operating expenses     $  28,273   $  0.32       $  20,256  $  0.23       $  75,646  $  0.86   $  88,799  $  1.01
                                -------------------------------------------------------------------------------------------
                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ 338,682   $  3.85       $ 367,283  $  4.17       $ 379,259  $  4.31   $ 378,348  $  4.30
                                ===========================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                  Income Capitalization Approach

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Given the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.32 per square foot of gross building area, which is consistent
            with experience.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.11 to $0.13 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.20 per square foot of building area.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.05 per
            rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $0.34 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

================================================================================


                                      -76-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      This indication of value produces an implied "going-in" overall
      capitalization rate of 10.73 percent based upon the initial year's net
      operating income of $370,152. The implied "going-in" overall
      capitalization rate is consistent the parameters set by the above
      investor's surveys. Additionally, based upon a market value of $3,450,000
      and a projected future gross reversionary value of approximately
      $4,368,000, a compound annual rate of appreciation of 2.39 percent is
      computed. Finally, with regard to the composition of the internal rate of
      return employed here, approximately 57 percent of the expected yield is
      from cash flows while the balance is attributable to property reversion.
      This percentage falls within the generally accepted relevant range of most
      current real estate investors.

6845 Snowdrift Road

      This property is a 93,000 square foot single story warehouse building
which is 100 percent occupied by two tenants. These leases are scheduled to
rollover on August 31, 1997 and February 28, 1998. Thus, there is some leasing
risk inherent in this property over the near term. On the opposing page is a
presentation of the cash flows which an informed investor could reasonably
expect 6845 Snowdrift Road to generate over an eleven year time horizon. This
additional year allows for a stabilized holding period of ten years. These cash
flows are based upon the following analysis:

      Base Rental Income - The existing lease contracts at the subject property
      provide a current base rental income of $4.01 per square foot of gross
      building area. A copy of the rent roll over the subject property is
      included among the Addenda to this report.

      The rental data previously analyzed for 7055 Ambassador Drive are
      applicable to this property as well. As noted, rental rates on space
      comparable to the subject range from $3.50 per square foot up to $4.66 per
      square foot on a net basis. After analyzing the rents now being paid for
      comparable space and services in the competitive open market, it is our
      conclusion that the current average economic rent for the subject is $4.25
      per square foot on a net basis. Economic rent is forecasted to increase by
      3.5 percent throughout the projection period.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

================================================================================


                                      -78-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                               6845 Snowdrift Road

Building NRA            93,000 SF

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual        BAP Budget 1997
                                 --------------------       -----------------       ------------------   ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF      Amount   Per SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>        <C>           <C>        <C>       <C>        <C>
Operating Revenues:
    Base Rents                   $ 290,703   $  3.13       $ 358,028  $  3.85       $ 367,328  $  3.95   $ 371,062  $  3.99
    Rents from Affiliates           17,582      0.19             745     0.01              --       --          --       --
    Operating Escalation             7,872      0.08          10,741     0.12          86,950     0.93      79,860     0.86
    Hotel Operations                    --        --              --       --              --       --          --       --
    Marina Rentals                      --        --              --       --              --       --          --       --
    Other                               --        --              --       --              --       --          --       --
                                -------------------------------------------------------------------------------------------
    Total operating revenues     $ 316,157   $  3.40       $ 369,514  $  3.97       $ 454,278  $  4.88   $ 450,922  $  4.85
                                -------------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $   8,775   $  0.09       $  10,741  $  0.12       $  11,020  $  0.12   $  11,134  $  0.12
     Salaries                        7,372      0.08           4,967     0.05           5,938     0.06       5,913     0.06
     Other administrative            8,554      0.09           1,418     0.02           5,174     0.06       4,560     0.05
    Bad debts                          138      0.00              --       --              --       --          --       --
    Professional services              258      0.00             555     0.01             492     0.01       2,252     0.02
    Utilities                          (15)    (0.00)             --       --             400     0.00         344     0.00
    Maintenance labor                   --        --              --       --              --       --         417     0.00
    Outside contracts                2,612      0.03              69     0.00          22,054     0.24      16,012     0.17
    Cleaning                            --        --              --       --              --       --          --       --
    Maintenance materials            1,154      0.01           1,133     0.01           2,514     0.03       1,071     0.01
    Real estate and other taxes      6,678      0.07              --       --          26,873     0.29      39,574     0.43
    Advertising                      3,709      0.04           3,135     0.03           2,663     0.03       4,536     0.05
    Lease expense, land                 --        --              --       --              --       --       1,131     0.01
    Other                              195      0.00             161     0.00             153     0.00          --       --
                                -------------------------------------------------------------------------------------------
    Total operating expenses     $  39,430   $  0.42       $  22,208  $  0.24       $  77,281  $  0.83   $  86,944  $  0.93
                                -------------------------------------------------------------------------------------------
                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ 276,727   $  2.98       $ 347,306  $  3.73       $ 376,997  $  4.05   $ 363,978  $  3.91
                                ===========================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 6845
            Snowdrift Road is estimated to be $40,478 or $0.44 per square foot.

            Insurance - Based upon historical experience, the cost for hazard
            and liability insurance has ranged from $.02 to $.09 per square
            foot. We have stabilized insurance expense at $4,628 in the first
            year of the investment or $0.05 per square foot. This is consistent
            with ownership's budget projections.

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Given the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.26 per square foot of gross building area, which is consistent
            with experience.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.05 to $0.08 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.12 per square foot of building area.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.03 per
            rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

================================================================================


                                      -79-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Other Non-Operating Expenses - The weighted cost of tenant alterations is
      projected to be $0.51 per square foot in the initial year of the
      investment holding period. This figure reflects an allowance of $1.00 per
      square foot for a turnover tenant to allow for the possible construction
      of office space. As noted elsewhere, there currently are no office
      finishes in this building. On a weighted average basis, leasing
      commissions are equal to 2.84 percent of total effective base rental
      income over the term as well. Reserves for replacements are stabilized at
      $0.10 per square foot of rentable building area. Other non-operating
      expenses are forecasted to increase at an average annual rate of 3.5
      percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would
      most likely be sold at the end of the 10th year of the holding period
      for an amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 12th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $4,596,000 or
      $49.42 per square foot of building area.

      Transaction Costs - From the projected $4,596,000 reversion to an investor
      in the subject property, we have deducted a total of $184,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $4,412,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $3,427,000 to $3,663,000. This discounting process is summarized as
      follows:

================================================================================
                               Investment Summary
================================================================================
                                                                Stabilized
         Discount Rate     Present Worth       Unit Rate       Overall Rate
================================================================================
            11.00%           $3,663,000        $39.39/SF          10.16%
            11.25%           $3,602,000        $38.73/SF          10.33%
            11.50%           $3,542,000        $38.09/SF          10.50%
            11.75%           $3,484,000        $37.46/SF          10.68%
            12.00%           $3,427,000        $36.85/SF          10.86%
================================================================================

================================================================================


                                      -80-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                             20005 - 6670 GRANT WAY
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 14 YEARS

<TABLE>
<CAPTION>
                     FY1998     FY1999     FY2000     FY2001     FY2002     FY2003     FY2004
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          247,809    331,809    337,616    343,524    349,536    383,695    406,702
LESS LAG VACANCY           0          0          0          0          0    (64,924)         0
                      ------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   247,809    331,809    337,616    343,524    349,536    318,771    406,702

RECOVERIES:
OPERATING EXPENSES    49,682     68,171     70,557     73,026     75,582     65,414     80,965
                      ------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      49,682     68,171     70,557     73,026     75,582     65,414     80,965

                      ------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              297,491    399,980    408,173    416,550    425,118    384,185    487,667

CREDIT LOSS           (8,925)   (11,999)   (12,245)   (12,496)   (12,754)   (11,526)   (14,630))
                      ------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         288,566    387,981    395,928    404,054    412,364    372,659    473,037

EXPENSES
- --------
INSURANCE              4,151      4,297      4,447      4,603      4,764      4,931      5,103
MANAGEMENT FEE         7,640      7,908      8,185      8,471      8,768      9,074      9,392
REAL ESTATE TAXES     31,825     32,939     34,092     35,285     36,520     37,799     39,122
OTHER                  2,225      2,303      2,384      2,467      2,554      2,643      2,735
COMMON AREA MAINT     22,248     23,027     23,833     24,667     25,530     26,424     27,349
                      ------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES        68,089     70,474     72,941     75,493     78,136     80,871     83,701
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              220,477    317,507    322,987    328,561    334,228    291,788    389,336
ALTERATIONS          145,770          0          0          0          0     91,834          0
COMMISSIONS           71,330          0          0          0          0     59,290          0
RESERVES               7,289      7,544      7,808      8,081      8,364      8,656      8,959
                      ------    -------    -------    -------    -------    -------    -------
CASH FLOW             (3,912)   309,963    315,179    320,480    325,864    132,008    380,377

<CAPTION>
                     FY2005     FY2006     FY2007     FY2008     FY2009     FY2010     FY2011
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          413,819    421,061    428,430    455,496    481,638    490,066    498,643
LESS LAG VACANCY           0          0          0    (79,808)         0          0          0
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   413,819    421,061    428,430    375,688    481,638    490,066    498,643

RECOVERIES:
OPERATING EXPENSES    83,799     86,732     89,768     77,158     96,161     99,527    103,010
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      83,799     86,732     89,768     77,158     96,161     99,527    103,010

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              497,618    507,793    518,198    452,846    577,799    589,593    601,653

CREDIT LOSS          (14,929)   (15,234)   (15,546)   (13,585)   (17,334)   (17,688)   (18,050)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         482,689    492,559    502,652    439,261    560,465    571,905    583,603

EXPENSES
- --------
INSURANCE              5,282      5,467      5,658      5,856      6,061      6,273      6,493
MANAGEMENT FEE         9,721     10,061     10,413     10,778     11,155     11,545     11,949
REAL ESTATE TAXES     40,491     41,908     43,375     44,893     46,464     48,090     49,773
OTHER                  2,831      2,930      3,033      3,139      3,249      3,363      3,480
COMMON AREA MAINT     28,306     29,297     30,322     31,383     32,482     33,618     34,795
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES        86,631     89,663     92,801     96,049     99,411    102,889    106,490
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              396,058    402,896    409,851    343,212    461,054    469,016    477,113
ALTERATIONS                0          0          0    109,070          0          0          0
COMMISSIONS                0          0          0     70,418          0          0          0
RESERVES               9,273      9,598      9,933     10,281     10,641     11,013     11,399
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            386,785    393,298    399,918    153,443    450,413    458,003    465,714
</TABLE>
<PAGE>

                                                  Income Capitalization Approach

      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $3,542,000 which we round to
      $3,550,000 as an indication of market value for 6845 Snowdrift Road via
      the Income Capitalization Approach.

      This indication of value produces an implied stabilized "going-in" overall
      capitalization rate of 10.48 percent based upon the initial year's net
      operating income of $372,043. The implied "going-in" overall
      capitalization rate is consistent the parameters set by the above
      investor's surveys. Additionally, based upon a market value of $3,550,000
      and a projected future gross reversionary value of approximately
      $4,596,000, a compound annual rate of appreciation of 2.38 percent is
      computed. Finally, with regard to the composition of the internal rate of
      return employed here, approximately 58 percent of the expected yield is
      from cash flows while the balance is attributable to property reversion.
      This percentage falls within the generally accepted relevant range of most
      current real estate investors.

6670 Grant Way

      This property is a 72,885 square foot single story warehouse building
currently occupied by a subtenant. The primary lease over this property expires
on July 31, 1997 and will not be renewed. Thus, there is some leasing risk
inherent in this property over the near term. On the opposing page is a
presentation of the cash flows which an informed investor could reasonably
expect 6670 Grant Way to generate over an eleven year time horizon. This
additional year allows for a stabilized holding period of ten years following
the releasing of the property. These cash flows are based upon the following
analysis:

      Base Rental Income - The existing lease contracts at the subject property
      provide a current base rental income of $4.80 per square foot of gross
      building area. A copy of the rent roll over the subject property is
      included among the Addenda to this report.

      The rental data previously analyzed for 7055 Ambassador Drive are
      applicable to this property as well. As noted, rental rates on space
      comparable to the subject range from $3.50 per square foot up to $4.66 per
      square foot on a net basis. After analyzing the rents now being paid for
      comparable space and services in the competitive open market, it is our
      conclusion that the current average economic rent for the subject is $4.50
      per square foot on a net basis. This conclusion is reflective of the
      higher than typical percentage of finished area at the subject property.
      Economic rent is forecasted to increase by 3.5 percent throughout the
      projection period.

      Absorption - At present, the subject is leased as described through July,
      1997. In our analysis, we have projected that the vacated building will be
      released by November, 1997 for a five year term at the economic rent
      indicated previously. We believe this reflects the thinking of a
      knowledgeable and realistic investor in the current environment and is
      consistent with the level of activity experienced at the subject property
      over the recent past.

================================================================================


                                      -81-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                                 6670 Grant Way

Building NRA            72,885 SF

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual        BAP Budget 1997
                                 --------------------       -----------------       ------------------   ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF      Amount   Per SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>        <C>           <C>        <C>       <C>          <C>
Operating Revenues:
    Base Rents                   $ 313,405   $  4.30       $ 345,203  $  4.74       $ 349,848  $  4.80   $ 250,186  $  3.43
    Rents from Affiliates              932      0.01             932     0.01              --       --          --       --
    Operating Escalation                --        --              --       --          54,583     0.75      49,380     0.68
    Hotel Operations                    --        --              --       --              --       --          --       --
    Marina Rentals                      --        --              --       --              --       --          --       --
    Other                            9,184      0.13           4,592     0.06           9,828     0.13      13,759     0.19
                                -------------------------------------------------------------------------------------------
    Total operating revenues     $ 323,521   $  4.44       $ 350,727  $  4.81       $ 414,259  $  5.68   $ 313,325  $  4.30
                                -------------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $   6,287   $  0.09       $   6,924  $  0.09       $   6,078  $  0.08   $   7,509  $  0.10
     Salaries                        5,738      0.08           6,378     0.09           6,279     0.09       5,913     0.08
     Other administrative            8,635      0.12           4,797     0.07           4,923     0.07       4,080     0.06
    Bad debts                          882      0.01            (882)   (0.01)             --       --          --       --
    Professional services               --        --           2,218     0.03              27     0.00       2,252     0.03
    Utilities                           --        --              --       --              --       --       6,150     0.08
    Maintenance labor                   --        --              --       --              --       --         318     0.00
    Outside contracts                  321      0.00            (272)   (0.00)         16,790     0.23      12,300     0.17
    Cleaning                            --        --              --       --              --       --          --       --
    Maintenance materials               25      0.00           3,138     0.04           1,728     0.02       2,384     0.03
    Real estate and other taxes         --        --              --       --          21,077     0.29      31,038     0.43
    Advertising                      2,949      0.04           2,688     0.04           6,078     0.08       4,311     0.06
    Lease expense, land                 --        --              --       --              --       --       1,413     0.02
    Other                              207      0.00             166     0.00             153     0.00          --       --
                                -------------------------------------------------------------------------------------------
    Total operating expenses     $  25,044   $  0.34       $  25,155  $  0.35       $  67,550  $  0.93   $  77,668  $  1.07
                                -------------------------------------------------------------------------------------------
                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ 298,477   $  4.10       $ 325,572  $  4.47       $ 346,709  $  4.76   $ 235,657  $  3.23(1)
                                ===========================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: (1) Existing tenant's lease expires on 7/31/97. BAP Budget assumes
downtime and lease-up costs.
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 6670
            Grant Way is estimated to be $31,825 or $0.44 per square foot.

            Insurance - Based upon historical experience, the cost for hazard
            and liability insurance has ranged from $.07 to $.12 per square
            foot. We have stabilized insurance expense at $4,151 in the first
            year of the investment or $0.06 per square foot. This is consistent
            with ownership's budget projections.

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Given the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.31 per square foot of gross building area, which is consistent
            with experience.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.08 to $0.09 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.11 per square foot of building area.

================================================================================


                                      -82-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.03 per
            rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - The weighted cost of tenant alterations is
      projected to be $0.34 per square foot in the initial year of the
      investment holding period. On a weighted average basis, leasing
      commissions are equal to 2.84 percent of total effective base rental
      income over the term as well. Reserves for replacements are stabilized at
      $0.10 per square foot of rentable building area. Other non-operating
      expenses are forecasted to increase at an average annual rate of 3.5
      percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 12th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $4,191,000 or
      $57.50 per square foot of building area.

      Transaction Costs - From the projected $4,191,000 reversion to an investor
      in the subject property, we have deducted a total of $167,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $4,023,000 to be received by
      an investor in the subject property at the end of the holding period.

================================================================================


                                      -83-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                           20007 - 7010 SNOWDRIFT ROAD
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 14 YEARS

<TABLE>
<CAPTION>
                     FY1998     FY1999     FY2000     FY2001     FY2002     FY2003     FY2004
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          317,477    379,878    391,475    403,441    415,792    421,953    424,620
LESS LAG VACANCY           0          0          0          0          0    (69,379)         0
FREE RENT            (57,609)         0          0          0          0          0          0
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   259,868    379,878    391,475    403,441    415,792    352,574    424,620

RECOVERIES:
OPERATING EXPENSES    87,657    127,676    132,510    137,514    138,139    118,215    151,548
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      87,657    127,676    132,510    137,514    138,139    118,215    151,548

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              347,525    507,554    523,985    540,955    553,931    470,789    576,168
CREDIT LOSS          (10,426)   (15,227)   (15,720)   (16,229)   (16,618)   (14,124)   (17,285))
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         337,099    492,327    508,265    524,726    537,313    456,665    558,883

EXPENSES
- --------
UTILITIES              8,401      8,696      9,000      9,315      9,641      9,978     10,328
INSURANCE              6,032      6,243      6,461      6,687      6,922      7,164      7,415
MANAGEMENT FEE        16,813     20,164     20,870     21,600     22,356     23,138     23,948
REAL ESTATE TAXES     32,335     33,467     34,638     35,851     37,105     38,404     39,748
MAINTENANCE           46,124     69,567     72,001     74,521     72,575     73,222     80,570
OTHER                  1,680      1,739      1,800      1,863      1,928      1,995      2,065
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES       111,385    139,876    144,770    149,837    150,527    153,901    164,074
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              225,714    352,451    363,495    374,889    386,786    302,764    394,809
ALTERATIONS          660,580          0          0          0          0    302,361          0
COMMISSIONS           80,458          0          0          0          0     61,859          0
RESERVES               3,303      3,419      3,538      3,662      3,790      3,923      4,060
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW           (518,627)   349,032    359,957    371,227    382,996    (65,379)   390,749

<CAPTION>
                     FY2005     FY2006     FY2007     FY2008     FY2009     FY2010     FY2011
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          432,050    439,612    447,304    478,483    505,440    514,285    523,286
LESS LAG VACANCY           0          0          0    (83,478)         0          0          0
FREE RENT                  0          0          0          0          0          0          0
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   432,050    439,612    447,304    395,005    505,440    514,285    523,286

RECOVERIES:
OPERATING EXPENSES   159,344    165,287    168,966    141,531    178,916    191,214    198,273
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES     159,344    165,287    168,966    141,531    178,916    191,214    198,273

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              591,394    604,899    616,270    536,536    684,356    705,499    721,559
CREDIT LOSS          (17,742)   (18,147)   (18,488)   (16,096)   (20,531)   (21,165)   (21,647)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         573,652    586,752    597,782    520,440    663,825    684,334    699,912

EXPENSES
- --------
UTILITIES             10,689     11,063     11,450     11,851     12,266     12,695     13,140
INSURANCE              7,674      7,943      8,221      8,508      8,806      9,114      9,433
MANAGEMENT FEE        24,786     25,654     26,552     27,481     28,443     29,439     30,469
REAL ESTATE TAXES     41,139     42,579     44,069     45,612     47,208     48,861     50,571
MAINTENANCE           85,515     88,508     89,133     86,861     92,653    101,565    105,120
OTHER                  2,137      2,212      2,290      2,370      2,453      2,538      2,627
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES       171,940    177,959    181,715    182,683    191,829    204,212    211,360
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              401,712    408,793    416,067    337,757    471,996    480,122    488,552
ALTERATIONS                0          0          0    360,953          0          0          0
COMMISSIONS                0          0          0     73,846          0          0          0
RESERVES               4,202      4,349      4,502      4,659      4,822      4,991      5,166
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            397,510    404,444    411,565   (101,701)   467,174    475,131    483,386
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $2,723,000 to $2,925,000. This discounting process is summarized as
      follows:

================================================================================
                               Investment Summary
================================================================================
                                                                 Stabilized
      Discount Rate     Present Worth        Unit Rate          Overall Rate
================================================================================
          11.00%          $2,925,000         $40.13/SF             10.86%
          11.25%          $2,872,000         $39.40/SF             11.06%
          11.50%          $2,822,000         $38.76/SF             11.25%
          11.75%          $2,772,000         $38.03/SF             11.45%
          12.00%          $2,723,000         $37.36/SF             11.66%
================================================================================

      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $2,825,000 which we round to
      $2,850,000 as an indication of market value for 6670 Grant Way via the
      Income Capitalization Approach.

      This indication of value produces an implied stabilized "going-in" overall
      capitalization rate of 11.14 percent based upon the initial year's net
      operating income of $372,043. The implied "going-in" overall
      capitalization rate is above the parameters set by the investor's survey
      nut is reflective of the downtime in the initial year necessary to release
      the property and its resulting impact on cash flow. Additionally, based
      upon a market value of $2,850,000 and a projected future gross
      reversionary value of approximately $4,191,000, a compound annual rate of
      appreciation of 3.57 percent is computed. Finally, with regard to the
      composition of the internal rate of return employed here, approximately 53
      percent of the expected yield is from cash flows while the balance is
      attributable to property reversion. This percentage falls within the
      generally accepted relevant range of most current real estate investors.

7010 Snowdrift Road

      This property is a 33,029 square foot, single story, Class A office
building. Formerly occupied by a single tenant, which vacated in March, 1997,
the building is now being leased on a multi-tenanted basis. As of the date of
appraisal, approximately 80 percent of the property had been released to two new
tenants. On the opposing page is a presentation of the cash flows which an
informed investor could reasonably expect 7010 Snowdrift Road to generate over a
thirteen year time horizon. The holding period is extended due to the potential
for having to release this building on a multi-tenanted basis should the current
tenant leave at year end. These cash flows are based upon the following
analysis:

================================================================================


                                      -84-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         Historical Operating Statements

                               7010 Snowdrift Road

Building NRA            41,075 SF

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual        BAP Budget 1997
                                 --------------------       -----------------       ------------------   ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF      Amount   Per SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>        <C>           <C>        <C>       <C>        <C>
Operating Revenues:
    Base Rents                   $ 315,427   $  7.68       $ 315,427  $  7.68       $ 315,427  $  7.68   $ 194,895  $  4.74
    Rents from Affiliates            1,677      0.04           1,304     0.03              --       --          --       --
    Operating Escalation            24,143      0.59          25,630     0.62          30,635     0.75      34,394     0.84
    Hotel Operations                    --        --              --       --              --       --          --       --
    Marina Rentals                      --        --              --       --              --       --          --       --
    Other                               --        --             104     0.00              --       --          --       --
                                -------------------------------------------------------------------------------------------
    Total operating revenues     $ 341,247   $  8.31       $ 342,465  $  8.34       $ 346,062  $  8.43   $ 229,289  $  5.58
                                -------------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $   6,825   $  0.17       $   6,847  $  0.17       $   6,921  $  0.17   $   3,900  $  0.09
     Salaries                        2,472      0.06           9,201     0.22          10,392     0.25      10,353     0.25
     Other administrative           14,517      0.35           7,074     0.17           7,016     0.17       5,928     0.14
    Bad debts                           --        --              --       --              --       --          --       --
    Professional services              543      0.01             994     0.02              48     0.00         932     0.02
    Utilities                        2,657      0.06           2,021     0.05           1,597     0.04      10,741     0.26
    Maintenance labor                   --        --              --       --              --       --         157     0.00
    Outside contracts               17,750      0.43          18,901     0.46          28,870     0.70      13,262     0.32
    Cleaning                            --        --              --       --              --       --         800     0.02
    Maintenance materials            1,436      0.03           2,033     0.05           1,614     0.04       8,067     0.20
    Real estate and other taxes     31,320      0.76          31,609     0.77          32,267     0.79      31,576     0.77
    Advertising                      1,132      0.03           2,337     0.06           6,065     0.15       4,098     0.10
    Lease expense, land                 --        --              --       --              --       --       1,979     0.05
    Other                              330      0.01             333     0.01             276     0.01          --       --
                                -------------------------------------------------------------------------------------------
    Total operating expenses     $  78,982   $  1.92       $  81,350  $  1.98       $  95,066  $  2.31   $  91,793  $  2.23
                                -------------------------------------------------------------------------------------------
                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ 262,265   $  6.39       $ 261,115  $  6.36       $ 250,996  $  6.11   $ 137,496  $  3.35(1)
                                ===========================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: (1) Existing tenant's lease expires on 4/30/97. BAP Budget assumes
downtime and lease-up costs.
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Base Rental Income - The existing lease contracts at the subject property
      provide for the new tenants to pay a net rent equivalent to $11.14 per
      square foot during the initial year of their tenure. Both leases call for
      annual increases in base rent over their respective terms. Additionally, a
      potential investor in the subject property would face the necessity of
      releasing the remainder of the space, totaling 4,945 square feet.

      The rental data previously analyzed for 7535 Windsor Drive are applicable
      to this property as well. As noted, rental rates on space comparable to
      the subject range from $10.50 per square foot on a net basis up to $15.50
      per square foot on a gross basis plus electricity. After analyzing the
      rents now being paid for comparable space and services in the competitive
      open market, it is our conclusion that the current average economic rent
      for it is $10.50 per square foot on a net basis. Economic rent is
      forecasted to increase by 3.5 percent throughout the projection period. We
      note that the new lease with Vitalink calls for a base rent of $11.50 per
      square foot, net. However, this tenant obtained what has become an anomaly
      in the local marketplace, namely free rent. The effective rent being paid
      by this tenant is, as a result, closer to the projected market level.

      Absorption - At present, the subject is approximately 80 percent leased as
      described. In our analysis, we have projected that the remaining space
      will be absorbed by a single tenant by October, 1997. We believe this
      assumption reflects the thinking of a knowledgeable and realistic investor
      in the current environment and is consistent with the level of activity
      experienced at the subject property over the recent past.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a pro rata share of certain expenses incurred annually in
      the operation and ownership of the investment above an established base
      amount. These expenses include real estate taxes, insurance premiums,
      utilities, maintenance, administration, cleaning, management fees,
      contract fees, and miscellaneous fees incurred. Future leases in the
      subject property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property have reflected the single tenancy at the
      property as well as the tenant's direct payment of much of the operating
      costs associated with its ownership. Ownership budgets operating expenses
      at $2.23 per square foot for 1997 assuming the presence of a single tenant
      under a net lease structure. Given our releasing assumption, we project
      operating expenses, including taxes to be $4.00 per square foot at the
      subject property. Operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

================================================================================


                                      -85-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Other Non-Operating Expenses - The initial cost to retrofit the building
      for multi-tenanted occupancy is projected to be $20.00 per square foot.
      As previously described herein, the weighted cost of tenant alterations is
      projected to be $8.75 per square foot in the initial year of the
      investment holding period. On a weighted average basis, leasing
      commissions are equal to 2.84 percent of total effective base rental
      income over the term as well. Reserves for replacements are stabilized at
      $0.10 per square foot of rentable building area. Other non-operating
      expenses are forecasted to increase at an average annual rate of 3.5
      percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 11th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 12th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $4,291,000 or
      $129.92 per square foot of building area.

      Transaction Costs - From the projected $4,291,000 reversion to an investor
      in the subject property, we have deducted a total of $172,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $4,119,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $2,262,000 to $2,455,000. This discounting process is summarized as
      follows:


================================================================================
                               Investment Summary
================================================================================
               Discount Rate       Present Worth              Unit Rate
================================================================================
                  11.00%            $2,455,000                $74.33/SF
                  11.25%            $2,405,000                $72.81/SF
                  11.50%            $2,356,000                $71.33/SF
                  11.75%            $2,309,000                $69.90/SF
                  12.00%            $2,262,000                $68.49/SF
================================================================================

================================================================================


                                      -86-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                           20000 - 7020 SNOWDRIFT ROAD
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 14 YEARS

<TABLE>
<CAPTION>
                     FY1998     FY1999     FY2000     FY2001     FY2002     FY2003     FY2004
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          146,602    148,797    144,321    148,123    172,019    178,871    182,373
LESS LAG VACANCY           0     (7,626)         0          0    (21,516)         0     (4,529)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   146,602    141,171    144,321    148,123    150,503    178,871    177,844

RECOVERIES:
OPERATING EXPENSES    43,252     42,677     46,332     47,954     43,740     51,369     51,928
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      43,252     42,677     46,332     47,954     43,740     51,369     51,928

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              189,854    183,848    190,653    196,077    194,243    230,240    229,772
CREDIT LOSS           (5,696)    (5,515)    (5,720)    (5,882)    (5,827)    (6,907)    (6,893)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         184,158    178,333    184,933    190,195    188,416    223,333    222,879

EXPENSES
- --------
INSURANCE              2,686      2,780      2,878      2,978      3,082      3,190      3,302
MANAGEMENT FEE         8,423      8,718      9,023      9,339      9,665     10,004     10,354
REAL ESTATE TAXES     17,402     18,011     18,642     19,294     19,970     20,668     21,392
COMMON AREA MAINT     14,741     15,256     15,790     16,343     16,915     17,507     18,120
OTHER                  2,106      2,180      2,256      2,335      2,417      2,502      2,589
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES        45,358     46,945     48,589     50,289     52,049     53,871     55,757
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              138,800    131,388    136,344    139,906    136,367    169,462    167,122
ALTERATIONS                0      6,472          0          0     18,261          0          0
COMMISSIONS                0      6,729          0          0     18,985          0          0
RESERVES               4,139      4,284      4,434      4,589      4,750      4,916      5,088
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            134,661    113,903    131,910    135,317     94,371    164,546    162,034

<CAPTION>
                     FY2005     FY2006     FY2007     FY2008     FY2009     FY2010     FY2011
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          189,557    192,794    207,205    217,244    221,046    229,749    234,022
LESS LAG VACANCY      (4,529)         0    (25,554)         0          0    (10,756)         0
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   185,028    192,794    181,651    217,244    221,046    218,993    234,022

RECOVERIES:
OPERATING EXPENSES    53,788     56,954     51,950     61,011     63,146     62,410     67,644
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      53,788     56,954     51,950     61,011     63,146     62,410     67,644

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              238,816    249,748    233,601    278,255    284,192    281,403    301,666
CREDIT LOSS           (7,164)    (7,492)    (7,008)    (8,348)    (8,526)    (8,442)    (9,050)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         231,652    242,256    226,593    269,907    275,666    272,961    292,616

EXPENSES
- --------
INSURANCE              3,418      3,537      3,661      3,789      3,922      4,059      4,201
MANAGEMENT FEE        10,716     11,091     11,480     11,881     12,297     12,728     13,173
REAL ESTATE TAXES     22,141     22,916     23,718     24,548     25,407     26,296     27,216
COMMON AREA MAINT     18,754     19,410     20,090     20,793     21,521     22,274     23,054
OTHER                  2,680      2,773      2,871      2,971      3,075      3,183      3,294
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES        57,709     59,727     61,820     63,982     66,222     68,540     70,938
                     -------    -------    -------    -------    -------    -------    -------
NET OPERATING
 INCOME              173,943    182,529    164,773    205,925    209,444    204,421    221,678
ALTERATIONS            7,687          0     22,447          0          0      9,129          0
COMMISSIONS            7,991          0     23,337          0          0      9,491          0
RESERVES               5,266      5,450      5,641      5,838      6,043      6,254      6,473
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            152,999    177,079    113,348    200,087    203,401    179,547    215,205
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Mindful of the leasing costs to be incurred, as well as the near term risk
      associated with the lease-up of the vacant space, we believe a discount
      rate which falls toward the upper end of the range now required in the
      marketplace to be appropriate in this case. Using a 11.75 percent internal
      rate of return, our discounted cash flow model computes to a present worth
      of $2,309,000 which we round to $2,300,000 for an indication of market
      value for 7010 Snowdrift Road via the Income Capitalization Approach. No
      meaningful "going-in" overall capitalization rate can be discerned.

      Additionally, based upon a market value of $2,300,000 and a projected
      future gross reversionary value of approximately $4,291,000, a compound
      annual rate of appreciation of 5.83 percent is computed. This higher than
      typical rate of growth results from the dramatic growth in cash flow
      during the initial years of the holding period. Finally, with regard to
      the composition of the internal rate of return employed here,
      approximately 51 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

7020 Snowdrift Road

      This property is an 41,390 square foot single story warehouse building
which is 100 percent occupied by two tenants. On the opposing page is a
presentation of the cash flows which an informed investor could reasonably
expect 7020 Snowdrift Road to generate over a ten year time horizon. These cash
flows are based upon the following analysis:

      Base Rental Income - The existing lease contracts at the subject property
      provide a current base rental income of $3.44 per square foot of gross
      building area. Both also provide for annual increases over the remaining
      term. A copy of the rent roll over the subject property is included among
      the Addenda to this report.

      The rental data previously analyzed for 7055 Ambassador Drive are
      applicable to this property as well. As noted, rental rates on space
      comparable to the subject range from $3.50 per square foot up to $4.66 per
      square foot on a net basis. After analyzing the rents now being paid for
      comparable space and services in the competitive open market, it is our
      conclusion that the current average economic rent for the subject is $3.75
      per square foot on a net basis. Economic rent is forecasted to increase by
      3.5 percent throughout the projection period.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

================================================================================


                                      -87-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               7020 Snowdrift Road

Building NRA            41,390

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual        BAP Budget 1997
                                 --------------------       -----------------       ------------------   ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF      Amount   Per SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>        <C>           <C>        <C>       <C>        <C>
Operating Revenues:
    Base Rents                   $ 154,633   $  3.74       $ 134,909  $  3.26       $ 132,588  $  3.20   $ 143,962  $  3.48
    Rents from Affiliates              683      0.02             559     0.01              --       --          --       --
    Operating Escalation             1,153      0.03           1,998     0.05          33,733     0.82      41,160     0.99
    Hotel Operations                    --        --              --       --              --       --          --       --
    Marina Rentals                      --        --              --       --              --       --          --       --
    Other                            4,192      0.10              25     0.00           1,147     0.03       1,606     0.04
                                -------------------------------------------------------------------------------------------
    Total operating revenues     $ 160,661   $  3.88       $ 137,491  $  3.32       $ 167,468  $  4.05   $ 186,728  $  4.51
                                -------------------------------------------------------------------------------------------
Operating expenses:
    Administrative and general:
     Management fees             $   3,130   $  0.08       $   2,749  $  0.07       $   4,168  $  0.10   $   4,068  $  0.10
     Salaries                        5,128      0.12           3,750     0.09           4,454     0.11       4,440     0.11
     Other administrative            5,194      0.13           1,884     0.05           3,090     0.07       2,640     0.06
    Bad debts                           16      0.00              18     0.00              --       --          --       --
    Professional services              370      0.01             486     0.01             215     0.01       2,192     0.05
    Utilities                         (198)    (0.00)           (461)   (0.01)            830     0.02       1,160     0.03
    Maintenance labor                   --        --              --       --              --       --         194     0.00
    Outside contracts                  323      0.01           2,472     0.06          18,635     0.45      13,440     0.32
    Cleaning                            --        --               6     0.00              --       --          --       --
    Maintenance materials              888      0.02           1,322     0.03           5,135     0.12       9,561     0.23
    Real estate and other taxes         --        --              --       --           5,871     0.14       4,773     0.12
    Advertising                      2,103      0.05           3,686     0.09           2,254     0.05       2,928     0.07
    Lease expense, land                 --        --              --       --              --       --         848     0.02
    Other                              282      0.01             276     0.01             115     0.00          --       --
                                -------------------------------------------------------------------------------------------
    Total operating expenses     $  17,236   $  0.42       $  16,188  $  0.39       $  44,767  $  1.08   $  46,244  $  1.12
                                -------------------------------------------------------------------------------------------
                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ 143,425   $  3.47       $ 121,303  $  2.93       $ 122,701  $  2.96   $ 140,484  $  3.39
                                ===========================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 7020
            Snowdrift Road is estimated to be $17,402 or $0.42 per square foot.

            Insurance - Based upon historical experience, the cost for hazard
            and liability insurance has ranged from $.05 to $.13 per square
            foot. We have stabilized insurance expense at $4,811 in the first
            year of the investment or $0.06 per square foot. This is consistent
            with ownership's budget projections.

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Given the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.35 per square foot of gross building area, which is consistent
            with experience.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.07 to $0.10 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.20 per square foot of building area.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.05 per
            rentable square foot of building area.

            Operating expenses are forecasted to increase at an average annual
            rate of 3.5 percent over the investment holding period. The forecast
            of projected growth rates in all categories of expense reflect
            typical investor expectations as noted in the Cushman & Wakefield
            Investor Survey, which has been placed among the Addenda to this
            report. Except where noted, our projected growth rates for the
            various types of expense categories generally do not attempt to
            reflect growth rates for any individual year, but rather the long
            term trend over the period of analysis.

================================================================================


                                      -88-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach

            Other Non-Operating Expenses - As previously described herein, the
            weighted cost of tenant alterations is projected to be $0.34 per
            square foot in the initial year of the investment holding period. On
            a weighted average basis, leasing commissions are equal to 2.84
            percent of total effective base rental income over the term as well.
            Reserves for replacements are stabilized at $0.10 per square foot of
            rentable building area. Other non-operating expenses are forecasted
            to increase at an average annual rate of 3.5 percent over the
            investment holding period.

            Terminal Capitalization Rate - At the end of the assumed investment
            holding period, it is our projection that the subject property
            would most likely be sold at the end of the 10th year of the
            holding period for an amount equal to what would be the next year's
            net operating income capitalized at an overall rate of 11.0
            percent. An 11.0 percent terminal capitalization rate is utilized
            in this analysis as it reflects current local market levels for an
            asset of this type plus a premium for the risk of unforeseen events
            or trends over time. The 11th year's computed net operating income
            is employed at this point as it would be the first received by a new
            purchaser of the subject property. In this analysis, then, a current
            investor would dispose of the subject property at the end of the
            projected holding period for an amount equal to $1,872,000 or $45.23
            per square foot of building area.

            Transaction Costs - From the projected $1,872,000 reversion to an
            investor in the subject property, we have deducted a total of
            $75,000 to account for the various transaction costs associated with
            the sale of an asset of this type. These costs consist of 4 percent
            of the total disposition price of the subject property as an
            allowance for transfer taxes, professional fees, and other
            miscellaneous expenses that the seller pays at final closing.
            Deducting these transaction costs from the computed reversion
            renders pre-tax net proceeds of sale equal to $1,797,000 to be
            received by an investor in the subject property at the end of the
            holding period.

            Discount Rate - Considering the locational attributes, physical
            traits and economic characteristics of the subject property, we
            believe a discount rate ranging from 11.0 percent to 12.0 percent
            would be appropriate for the subject property in light of the
            investment criteria previously presented herein. Through such a
            sensitivity analysis, it can be seen that the present value of the
            subject property varies from approximately $1,342,000 to $1,430,000.
            This discounting process is summarized as follows:

================================================================================
                               Investment Summary
================================================================================
            Discount Rate     Present Worth        Unit Rate        Overall Rate
================================================================================
               11.00%           $1,430,000         $34.55/SF            9.71%
               11.25%           $1,407,000         $33.99/SF            9.86%
               11.50%           $1,385,000         $33.46/SF           10.02%
               11.75%           $1,363,000         $32.93/SF           10.18%
               12.00%           $1,342,000         $32.42/SF           10.34%
================================================================================

================================================================================


                                      -89-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                          20002 - 6810 TILGHMAN STREET
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 14 YEARS

<TABLE>
<CAPTION>
                     FY1998     FY1999     FY2000     FY2001     FY2002     FY2003     FY2004
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          185,693    191,849    197,786    203,780    236,780    240,623    244,143
LESS LAG VACANCY           0          0          0          0    (28,874)   (10,826)         0
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   185,693    191,849    197,786    203,780    207,906    229,797    244,143

RECOVERIES:
OPERATING EXPENSES    57,452     59,463     61,544     63,699     58,001     65,263     70,623
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      57,452     59,463     61,544     63,699     58,001     65,263     70,623

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              243,145    251,312    259,330    267,479    265,907    295,060    314,766
CREDIT LOSS           (7,294)    (7,539)    (7,780)    (8,024)    (7,977)    (8,852)    (9,443)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         235,851    243,773    251,550    259,455    257,930    286,208    305,323

EXPENSES
- --------
INSURANCE              2,882      2,982      3,087      3,195      3,307      3,422      3,542
MANAGEMENT FEE        11,161     11,552     11,956     12,374     12,807     13,256     13,720
REAL ESTATE TAXES     23,879     24,714     25,579     26,475     27,401     28,360     29,353
COMMON AREA MAINT     19,531     20,214     20,922     21,654     22,412     23,197     24,008
OTHER                  2,790      2,888      2,989      3,093      3,202      3,314      3,430
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES        60,243     62,350     64,533     66,791     69,129     71,549     74,053
                     -------    -------    -------    -------    -------    -------    -------

NET OPERATING
 INCOME              175,608    181,423    187,017    192,664    188,801    214,659    231,270
ALTERATIONS           14,585          0          0          0     23,677      8,878          0
COMMISSIONS           13,822          0          0          0     25,477      9,553          0
RESERVES               5,484      5,676      5,875      6,081      6,293      6,514      6,742
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            141,717    175,747    181,142    186,583    133,354    189,714    224,528

<CAPTION>
                     FY2005     FY2006     FY2007     FY2008     FY2009     FY2010     FY2011
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
INCOME
- ------
MINIMUM RENT:
GROSS RENTS          248,415    252,763    271,999    290,092    296,522    301,710    306,990
LESS LAG VACANCY           0          0    (34,294)   (12,858)         0          0          0
                     -------    -------    -------    -------    -------    -------    -------
TOTAL MINIMUM RENT   248,415    252,763    237,705    277,234    296,522    301,710    306,990

RECOVERIES:
OPERATING EXPENSES    73,096     75,653     68,886     77,512     83,878     86,814     89,853
                     -------    -------    -------    -------    -------    -------    -------
TOTAL RECOVERIES      73,096     75,653     68,886     77,512     83,878     86,814     89,853

                     -------    -------    -------    -------    -------    -------    -------
GROSS RENTAL
 INCOME              321,511    328,416    306,591    354,746    380,400    388,524    396,843
CREDIT LOSS           (9,645)    (9,852)    (9,198)   (10,642)   (11,412)   (11,656)   (11,905)
                     -------    -------    -------    -------    -------    -------    -------
TOTAL INCOME         311,866    318,564    297,393    344,104    368,988    376,868    384,938

EXPENSES
- --------
INSURANCE              3,666      3,794      3,927      4,065      4,207      4,354      4,507
MANAGEMENT FEE        14,200     14,697     15,211     15,744     16,295     16,865     17,455
REAL ESTATE TAXES     30,380     31,444     32,544     33,683     34,862     36,082     37,345
COMMON AREA MAINT     24,849     25,718     26,619     27,550     28,515     29,513     30,545
OTHER                  3,550      3,674      3,802      3,936      4,073      4,216      4,363
                     -------    -------    -------    -------    -------    -------    -------
TOTAL EXPENSES        76,645     79,327     82,103     84,978     87,952     91,030     94,215
                     -------    -------    -------    -------    -------    -------    -------

NET OPERATING
 INCOME              235,221    239,237    215,290    259,126    281,036    285,838    290,723
ALTERATIONS                0          0     29,105     10,544          0          0          0
COMMISSIONS                0          0     31,317     11,346          0          0          0
RESERVES               6,978      7,222      7,475      7,736      8,007      8,287      8,577
                     -------    -------    -------    -------    -------    -------    -------
CASH FLOW            228,243    232,015    147,393    229,500    273,029    277,551    282,146
</TABLE>
<PAGE>

                                                  Income Capitalization Approach

      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $1,385,000 which we round to
      $1,375,000 as an indication of market value for 7020 Snowdrift Road via
      the Income Capitalization Approach.

      This indication of value produces an implied "going-in" overall
      capitalization rate of 10.10 percent based upon the initial year's net
      operating income of $138,800. The implied "going-in" overall
      capitalization rate is consistent the parameters set by the above
      investor's surveys. Additionally, based upon a market value of $1,375,000
      and a projected future gross reversionary value of approximately
      $1,872,000, a compound annual rate of appreciation of 3.13 percent is
      computed. Finally, with regard to the composition of the internal rate of
      return employed here, approximately 57 percent of the expected yield is
      from cash flows while the balance is attributable to property reversion.
      This percentage falls within the generally accepted relevant range of most
      current real estate investors.

6810 Tilghman Street

      This property is a 54,844 square foot single story warehouse building
which is 100 percent occupied by two tenants, one of which will take occupancy
on August 1, 1997. On the opposing page is a presentation of the cash flows
which an informed investor could reasonably expect 6810 Tilghman Street to
generate over a ten year time horizon. These cash flows are based upon the
following analysis:

      Base Rental Income - The existing lease contracts at the subject property
      provide a current base rental income of $3.33 per square foot of gross
      building area. Both also provide for annual increases over the remaining
      term. A copy of the rent roll over the subject property is included among
      the Addenda to this report.

      The rental data previously analyzed for 7055 Ambassador Drive are
      applicable to this property as well. As noted, rental rates on space
      comparable to the subject range from $3.50 per square foot up to $4.66 per
      square foot on a net basis. After analyzing the rents now being paid for
      comparable space and services in the competitive open market, it is our
      conclusion that the current average economic rent for the subject is $4.00
      per square foot on a net basis for the larger tenant area of 40,259 square
      feet, and $4.25 per square foot for the remaining space, which encompasses
      14,585 square feet. Economic rent is forecasted to increase by 3.5 percent
      throughout the projection period.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

================================================================================


                                      -90-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                              6810 Tilghman Street

Building NRA            54,844

<TABLE>
<CAPTION>
                                      1994 Actual              1995 Actual              1996 Actual        BAP Budget 1997
                                 --------------------       -----------------       ------------------   ------------------
Item                                Amount    Per SF         Amount   Per SF          Amount   Per SF      Amount   Per SF
- ---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>           <C>        <C>           <C>        <C>       <C>        <C>
Operating Revenues:
    Base Rents                   $ 184,363   $  3.36       $ 168,639  $  3.07       $ 174,124  $  3.17   $ 179,609  $  3.27
    Rents from Affiliates              683      0.01             559     0.01              --       --          --       --
    Operating Escalation             1,131      0.02           1,619     0.03          38,189     0.70      38,496     0.70
    Hotel Operations                    --        --              --       --              --       --          --       --
    Marina Rentals                      --        --              --       --              --       --          --       --
    Other                            1,622      0.03              --       --              42     0.00          --       --
                                -------------------------------------------------------------------------------------------
    Total operating revenues     $ 187,799   $  3.42       $ 170,817  $  3.11       $ 212,355  $  3.87   $ 218,105  $  3.98
                                -------------------------------------------------------------------------------------------

Operating expenses:
    Administrative and general:
     Management fees             $   3,757   $  0.07       $   3,416  $  0.06       $   5,224  $  0.10   $   5,040  $  0.09
     Salaries                        5,128      0.09           3,750     0.07           4,454     0.08       4,440     0.08
     Other administrative            6,514      0.12           1,069     0.02           3,281     0.06       2,832     0.05
    Bad debts                           --        --               4     0.00              --       --          --       --
    Professional services              326      0.01             420     0.01              20     0.00       2,192     0.04
    Utilities                          517      0.01            (264)   (0.00)            343     0.01         360     0.01
    Maintenance labor                   --        --              --       --              --       --         252     0.00
    Outside contracts                  456      0.01            (302)   (0.01)         18,339     0.33      13,168     0.24
    Cleaning                            --        --              --       --              --       --          --       --
    Maintenance materials            2,329      0.04             776     0.01           2,548     0.05       5,324     0.10
    Real estate and other taxes        124      0.00              --       --           4,821     0.09       6,193     0.11
    Advertising                      3,111      0.06           2,018     0.04           1,744     0.03       3,348     0.06
    Lease expense, land                 --        --              --       --              --       --         848     0.02
    Other                              174      0.00             151     0.00             115     0.00          --       --
                                -------------------------------------------------------------------------------------------
    Total operating expenses     $  22,436   $  0.41       $  11,038  $  0.20         $40,889  $  0.75   $  43,997  $  0.80
                                -------------------------------------------------------------------------------------------
                                -------------------------------------------------------------------------------------------
NET OPERATING INCOME             $ 165,363   $  3.02       $ 159,779  $  2.91       $ 171,466  $  3.13   $ 174,108  $  3.17
                                ===========================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is two months as previously described.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 6810
            Tilghman Street is estimated to be $23,879 or $0.44 per square foot.

            Insurance - Based upon historical experience, the cost for hazard
            and liability insurance has ranged from $.02 to $.12 per square
            foot. We have stabilized insurance expense at $2,882 in the first
            year of the investment or $0.05 per square foot. This is consistent
            with ownership's budget projections.

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Given the age and condition of the building in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.35 per square foot of gross building area, which is consistent
            with experience.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.06 to $0.10 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.20 per square foot of building area.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.05 per
            rentable square foot of building area.

================================================================================


                                      -91-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $0.34 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would
      most likely be sold at the end of the 10th year of the holding period
      for an amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 11.0 percent. An 11.0 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $2,356,000 or
      $42.96 per square foot of building area.

      Transaction Costs - From the projected $2,355,000 reversion to an investor
      in the subject property, we have deducted a total of $94,000 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $2,261,000 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $1,712,000 to $1,852,000. This discounting process is summarized as
      follows:

================================================================================


                                      -92-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================
      Discount Rate          Present Worth          Unit Rate       Overall Rate
          11.00%              $1,852,000            $33.77/SF           9.48%
          11.25%              $1,823,000            $33.24/SF           9.63%
          11.50%              $1,794,000            $32.71/SF           9.79%
          11.75%              $1,766,000            $32.20/SF           9.94%
          12.00%              $1,739,000            $31.71/SF          10.10%

      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $1,794,000 which we round to
      $1,800,000 as an indication of market value for 6810 Tilghman Street via
      the Income Capitalization Approach.

      This indication of value produces an implied "going-in" overall
      capitalization rate of 9.76 percent based upon the initial year's net
      operating income of $175,608. The implied "going-in" overall
      capitalization rate is consistent the parameters set by the above
      investor's surveys. Additionally, based upon a market value of $1,800,000
      and a projected future gross reversionary value of approximately
      $2,355,000, a compound annual rate of appreciation of 3.72 percent is
      computed. Finally, with regard to the composition of the internal rate of
      return employed here, approximately 54 percent of the expected yield is
      from cash flows while the balance is attributable to property reversion.
      This percentage falls within the generally accepted relevant range of most
      current real estate investors.

      To this conclusion, we then add the value attributable to the excess land
      associated with this property. As noted, the existing improvements are
      expandable to 100,000 square feet and offer expansion land of
      approximately 2.75+/- acres for this purpose. We refer the reader to the
      subsequent Developmental Approach to the valuation of the vacant sites
      which comprise a part of the subject property. Here, we estimate the
      current value of land in Iron Run Corporate Center to be $100,000 per
      acre. Therefore, when added to the foregoing, a total value indicated by
      the Income Capitalization Approach is $2,075,000.

Final Conclusions - Improved Properties

      The subject property consists of both mid-rise office buildings and
single story office/flex buildings. Due to differences among these, two sets of
rental data were necessary for this comparative analysis of the real estate.
Based upon these analyses, it is our conclusion that the Income Approach
indicates a total market value of FORTY EIGHT MILLION ONE HUNDRED SEVENTY FIVE
THOUSAND DOLLARS ($48,175,000) for the entire subject property. This total value
is comprised as follows:

================================================================================


                                      -93-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================


================================================================================
                               Final Conclusions
================================================================================
                      Property                         Indicated Market Value
================================================================================
                7535 Windsor Drive                           $11,500,000
                7450 Tilghman Street                         $ 6,725,000
                7055 Ambassador Drive                        $ 5,900,000
                6755 Snowdrift Road                          $ 4,700,000
                7150 Windsor Drive                           $ 3,750,000
                6690 Grant Way                               $ 3,450,000
                6845 Snowdrift Road                          $ 3,550,000
                6670 Grant Way                               $ 2,850,000
                7010 Snowdrift Road                          $ 2,300,000
                7020 Snowdrift Road                          $ 1,375,000
                6810 Tilghman Street                         $ 2,075,000
                                                         --------------------
                TOTAL                                        $48,175,000
================================================================================

================================================================================


                                      -94-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    IRON RUN
                           REMAINING DEVELOPMENT LAND

Input Data

Total Land Area            73.7607
Entrepreneurial Profit      12.00%
Marketing                    3.00%
Overhead                  $ 12,000
Transaction Costs            3.00%
Expense Growth               3.50%
Current Market Value/Acre $100,000
Real Estate Taxes         $ 60,661  $822.40  $851.19  $880.98  $911.81  $943.73

Site Summary             Land Area  Base Value/Acre  %Total Area      Taxes

N/S Windsor Drive         12.9879     $ 100,000        17.61%
S/S Windsor Drive          5.0558     $ 100,000         6.85%
S/S Windsor Drive          6.9879     $ 100,000         9.47%
S/S Windsor Drive          6.8728     $ 100,000         9.32%
S/S Windsor Drive          4.2952     $ 100,000         5.82%
S/S Tilghman Street        5.0017     $ 100,000         6.78%
NEC Snowdrift & Tilghman  10.0702     $ 100,000        13.65%         8604
Cul-De-Sac of Grant Way    5.4892     $ 100,000         7.44%         4263
N/S Ambassador Drive      14.0000     $ 100,000        18.98%        15116
NWC Ambassador & Hickory   3.0000     $ 100,000         4.07%
    (9 acres gross)

Total Usable              73.7607                     100.00%


Land Appreciation     Year        1997      1998      1999      2000      2001
    Rates         Appreciation    0.0%      2.5%      2.5%      2.5%      2.5%
                   Price/Acre   $100,000  $102,500  $105,063  $107,689  $110,381

<TABLE>
<CAPTION>
Development Scenario
                                     1997        1998      1999       2000         2001

<S>                              <C>         <C>         <C>       <C>         <C>
Takedown Schedule                   17.0000     15.5594    9.2969     13.8607     18.0437

Remaining Developable Land Area     56.7607     41.2013   31.9044     18.0437          --
Gross Proceeds                   $1,700,000  $1,594,839  $976,756  $1,492,646  $1,991,687

Less: Entrepreneurial Profit     $  204,000  $  191,381  $117,211  $  179,117  $  239,002

Net Land Proceeds                $1,496,000  $1,403,458  $859,545  $1,313,528  $1,752,684

Operating Expenses
    Real Estate Taxes            $   46,680  $   35,070  $ 28,107  $   16,452  $       --
    Marketing                    $   44,880  $   42,104  $ 25,786  $   39,406  $   52,581
    Overhead                     $   12,000  $   12,000  $ 12,000  $   12,000  $   12,000
    Transaction Costs            $   44,880  $   42,104  $ 25,786  $   39,406  $   52,581

Total Operating Expenses         $  148,440  $  131,277  $ 91,680  $  107,264  $  117,161

Net Income Attributable
    to Land                      $1,347,560  $1,272,180  $767,865  $1,206,264  $1,635,523
</TABLE>

                                    Aggregate          $/Acre
Net Present Value @    14.00%       $4,242,903        $ 57,523
                       14.50%       $4,191,672        $ 56,828
                       15.00%       $4,141,456        $ 56,147
                       15.50%       $4,092,230        $ 55,480
                       16.00%       $4,043,968        $ 54,826
<PAGE>

                                                    DEVELOPMENT PARCEL VALUATION
================================================================================

      The Developmental Approach has been utilized to value the ten development
parcels associated with the subject property. This methodology combines aspects
of all three of the traditional valuation techniques to produce an indication of
value for real property which is to be subdivided, improved and resold to the
public. The economic principle of contribution, the underlying rationale of this
approach, holds that the value of a particular component in a real estate
venture is measured in terms of its addition to the value of the whole property.
This method of valuation is particularly significant when development represents
the highest and best use of the property and when the market data on the
finished product are available.

      In the Developmental Approach, we employ the following steps to reach an
estimate of market value for the subject:

      1.    estimate the total revenues which an informed developer can expect
            to receive for his or her final product over time through an
            analysis of similar approved and improved office building sites
            which have recently transferred in the competitive open market;

      2.    deduct the typical costs associated with owning and marketing that
            inventory from the retail or sale prices to the final consumer;

      3.    deduct the profit margin which would be necessary to adequately
            reward an entrepreneur for accepting the marketing risks of the
            property;

      4.    discount all potential future benefits derived from the marketing of
            the lots to a present sum at an appropriate rate which is then
            indicative of the subject property's current value as a tract of
            fully approved and improved building lots.

      In the case of the subject property, we are analyzing the value of the
remaining developable land In Iron Run Corporate Center. On the opposing page is
a presentation of our Developmental Approach to the valuation of the subject
property. Subsequent to this is a complete discussion of the figures utilized in
this analysis.

Gross Sales Revenue

      The gross retail sales which an informed developer can reasonably expect
to receive in marketing development sites at the subject is estimated by a
direct comparison with similar lots which have recently transferred in the local
marketplace. These market data are converted to a meaningful unit of comparison
and analyzed in relation to the various lots at the subject property. When
information is available as to a sufficient number of transactions involving
similar properties, the resulting pattern is a good indication of the gross
revenues which could be generated from the subject property.

      The most widely used and market oriented unit of comparison for properties
with characteristics similar to those of the subject is the sale price per
square per acre of land area. All transactions utilized in this analysis are
computed on this basis. On the following opposing page is a summary of the
market data assembled for this analysis. The details of each transaction are
included among the Addenda to this report.

================================================================================


                                      -95-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
                                                           Market Summary
                                                       Industrial Land Sales
                                               Upper Macungie Township, Lehigh County
===================================================================================================================================
Sale      Location                       Date      Consideration   Land Area      Sale                    Comments
                                                                                Price/Acre
- -----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                            <C>          <C>         <C>            <C>         <C>
 #1   Lot 4                              6/97         $ 679,250    7.15 acres     $95,000    This site was purchased by a user
      Mill Run Corporate Center                                                              for the development of a 60,000
      Upper Macungie Township                                                                square foot manufacturing facility.
      Lehigh County, PA

 #2   Industrial Blvd. & Schantz Rd.      U/C        $2,970,000   27+/- acres    $110,000    This site is being sold to a Chicago
      Upper Macungie Township                                                                based developer, who will
      Lehigh County, PA                                                                      reportedly construct a 425,000
                                                                                             square foot warehouse to suit an
                                                                                             undisclosed tenant.

 #3   7235 Penn Drive                    5/96         $ 250,000   2.858 acres     $87,473    This site was acquired for future
      Wm. Penn Bus. Ctr.                                                                     development. All utilities are
      Upper Macungie Township                                                                available.
      Lehigh County, PA

 #4   Lots 16 & 17                       3/96        $6,731,200   77.221 acres    $87,168    This site was acquired for the
      Lehigh Valley West Ind Pk                                                              development of a 1.2 million square
      Upper Macungie Township                                                                foot warehouse facility. All utilities
      Lehigh County, PA                                                                      were available.

 #5   E/S Windsor Drive                  1/95         $ 370,400   2.9632 acres   $125,000    This  site  was  subsequently
      Iron Run Corporate Center                                                              developed with a warehouse facility
      Upper Macungie Township                                                                by the purchaser. Reportedly, the
      Lehigh County, PA                                                                      grantee was motivated in that he
                                                                                             specifically desired this site and
                                                                                             was willing to pay a premium price.
===================================================================================================================================
</TABLE>
<PAGE>

                                                    Development Parcel Valuation
================================================================================

      Provided on the opposing page are the Comparable Land Sales that were
assembled for this analysis. As a result, the following comparisons are made:

      Comparable Land Sale #1 is situated within Mill Run Corporate Center, a
      newer development which adjoins Iron Run to the west. This transaction
      represents the most recent land activity in the immediate area.
      Discussions with a representative of the grantor indicated that the
      consideration represented a figure agreed to some time ago and that land
      in this development was now being priced at $100,000 per acre. A slight
      positive adjustment was made to this land transaction to account for the
      foregoing. All utilities were available to the site with necessary
      infrastructure in place.

      Comparable Property Sales #2, #3, and #4 are all situated a short
      distance to the south of Iron Run on the south side of Interstate 78. All
      were reportedly arm's length and were achieved with market oriented
      financing. Sale #2 is a current contract which gives another excellent
      example of the escalation of land values in the immediate area. Sales #3
      and #4, which took place within two months of one another, tend to
      indicate that no discounting for economies of scale is currently evident
      in this marketplace. All utilities were available to these sites, with
      necessary infrastructure in place.

      Finally, Comparable Property Sale #5 is the most recent land sale which
      took place within Iron Run. Negative adjustment to this sale to account
      for the special motivation of the grantee, who agreed to a premium price
      in order to locate here, is considered. All utilities were available to
      the site with necessary infrastructure in place.

Conclusion of Land Value

      After considering all available data in conjunction with the
characteristics of the subject site, it is our opinion that, by direct sales
comparison, the current average market value for each development site would be
$100,000 per acre of land area. This level of pricing has been utilized in
calculating the initial projected land values for the subject parcels.

Project Absorption

      At the present time, demand is strong for sites in the immediate area and
has been so over the past several years. Current ownership of the subject sites
has not sold land other than one parcel in 1995 as they prefer to hold the
parcels for their own speculative or build-to-suit development. However, given
the desirability of this location for both industrial and office use, it is
anticipated that a development period of approximately five years will be
required to successfully market the subject sites. This assumption assumes that
an aggressive marketing program similar to that of other developments would be
instituted.

      During the projected absorption period, we have anticipated a phased
absorption of land as follows:

================================================================================
      Year                                   Acres Absorbed
- --------------------------------------------------------------------------------
      1997                                       17.0000
      1998                                       15.5594
      1999                                        9.2969
      2000                                       13.8607
      2001                                       18.0437
================================================================================

================================================================================


                                      -96-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                    Development Parcel Valuation
================================================================================

Price Appreciation

      Market conditions in the local industrial and office sectors continue to
be favorable demand here. However, while we expect that there will be gradual
price appreciation of land values here going forward, it is our belief that this
average rate will lag that of improved properties. Given this as well as the
impact of the aforementioned competing land developments, we project an
appreciation rate of 2.5 percent per annum throughout the remainder of the
development period.

      We again refer the reader to the summary of the Development Approach,
exhibited previously, which indicates the effect of these assumptions on the
price per square foot of floor area ratio over the anticipated absorption
period. As can be seen from this schedule, the total projected gross proceeds of
sale from the development parcels which comprise the subject property over the
marketing and development period are estimated to be approximately $7,756,000.
This estimate is equivalent to $105,151 per acre of land area.

Developer's Entrepreneurial Profit

      Like all other manufacturers, real estate developers must be rewarded for
their entrepreneurial efforts from the sale of the final product or there would
be no economic incentive to initiate the venture. There needs to be a positive
margin between gross revenues and the sum of all costs, namely; land, labor and
capital, for real estate project to be feasible. This profit margin serves to
compensate the entrepreneur for accepting the risks of acquiring a suitable
parcel of land, securing the appropriate governmental approvals, designing and
constructing the improvements and marketing the final product to the ultimate
consumer.

      Profit margins on real estate ventures vary greatly and can be as high as
20 percent of gross revenues, but typically range between 8 and 12 percent. A
current purchaser of the subject sites would incur the risks of completing any
required infrastructure and marketing improved office sites in an established
office location which has witnessed the largest absorption of new office space
in the marketplace. Relative to other suburban markets, development in the
Lehigh Valley offers slightly greater risk. Although currently strong, it is
nevertheless viewed as a secondary market area by some investors. Therefore, in
this analysis, we have deducted twelve percent of gross sales revenues as the
necessary compensation for the entrepreneurial efforts required to market the
subject property.

      On an aggregate basis, the total provision for entrepreneurial profit in
this analysis is projected to be approximately $931,000 over the anticipated
absorption period. On average, this is equivalent to about $186,000 per
calendar year.

Interim Holding Costs

      During the anticipated marketing period, a developer of the subject
property would incur certain expenses. These interim holding costs include the
real estate taxes on the unsold inventory of land, marketing fees, an allowance
for administrative overhead, and transfer taxes. The following is more detailed
discussion of these interim holding costs:

================================================================================


                                      -97-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                    Development Parcel Valuation
================================================================================

      Sales & Marketing - An allowance of 3 percent of gross sale prices has
      been estimated to cover the costs of marketing the project. This includes
      the cost for site plans and third party brokerage commissions. As the
      majority of land deals in this marketplace are typically sourced by the
      land developer, we feel an allowance of three percent is adequate.

      Overhead & Soft Costs - General and administrative costs consist primarily
      of office expense and minor overhead associated with the overall
      responsibilities of the developer. We have provided an allowance of
      $12,000 annually for these expenses.

      Transaction Costs - This category includes transfer taxes and other
      incidental costs of sale. We have budgeted an allowance for this item
      equivalent to three percent of gross revenues throughout the development
      period.

Discount Rate

      After deducting a provision for entrepreneurial profit and all interim
holding costs, the remaining net proceeds of sale are discounted at an
appropriate rate to a present sum which is indicative of the current value of
the project on a completed basis. All capital invested in real estate ventures
competes in the open market for alternative opportunities. Since any real estate
investment must compete in the open market for capital, it must be competitive
with the various alternatives available in the financial marketplace.

      In developing an appropriate risk rate for the subject, we have given
consideration to a number of different investment opportunities. These included
long term rates such as Tax Exempt Bonds presently yielding approximately 5.67
percent for A-rated, long term general obligation bonds, and Treasury Bonds
averaging about 6.8 percent. In addition, short term rates were also studied and
included Commercial Paper at 5.41 percent which is the discount rate for
unsecured notes of high quality corporate borrowers; the current prime rate of
8.25 percent and the current discount rate of five percent. Despite the
continued decline in yields on alternative investments, due to the continued
imbalance in most real estate asset classes in conjunction with the lack of
available financing, yield requirements for real estate have not fallen
dramatically.

      Cushman & Wakefield's survey of real estate investors indicates that
average yields ranging from about 11.0 percent to 15.0 percent are necessary in
the current market. This survey is included among the Addenda to this report.
The lower discount rates are generally applicable to such preferred real estate
investments as regional shopping malls and well leased industrial facilities.
The upper end of this range is generally applicable to real estate investments
such as hotels and land development projects. For this analysis, we have
discounted the net sales income to a present sum at a range in discount rates
from 14.0 percent to 15.0 percent. From within this range, we have selected a
discount rate of approximately 14.50 percent. In utilizing a 14.50 percent
discount rate, invested capital would be adequately compensated for the risks
associated with a development property like the subject property.

================================================================================


                                      -98-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                    Development Parcel Valuation
================================================================================

================================================================================
                            Iron Run Development Land
                            Net Present Value Matrix
================================================================================
                Discount           Net Present           Net Present
                  Rate               Value               Value/Acre
================================================================================
                 14.00%            $4,242,903              $57,523
- --------------------------------------------------------------------------------
                 14.50%            $4,191,672              $56,828
- --------------------------------------------------------------------------------
                 15.00%            $4,141,456              $56,147
================================================================================

Conclusion

      The gross sales revenues produced by the subject property are estimated to
be approximately $7,756,000 over the anticipated five year absorption period. A
provision for entrepreneurial profit results in net proceeds of sale of
$6,825,000. Interim holding costs during this time are projected to be about
$596,000. Further deducting a provision for the cost of capital invested in the
venture produces an indication of the value of the project. Based upon this
analysis, it is our opinion that the Developmental Approach indicates a current
market value of FOUR MILLION TWO HUNDRED THOUSAND DOLLARS ($4,200,000) for the
remaining development land within Iron Run Corporate Center. This conclusion of
market value is equivalent to approximately $56,941 per acre of land area.

================================================================================


                                      -99-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the improved
components of subject property:


================================================================================
     Property          Sales Comparison Approach  Income Capitalization Approach
================================================================================
7535 Windsor Drive             $11,000,000                  $11,500,000
7450 Tilghman Street           $ 6,700,000                  $ 6,725,000
7055 Ambassador Drive          $ 5,900,000                  $ 5,900,000
6755 Snowdrift Road            $ 4.700,000                  $ 4,700,000
7150 Windsor Drive             $ 3,600,000                  $ 3,750,000
6690 Grant Way                 $ 3,400,000                  $ 3,450,000
6845 Snowdrift Road            $ 3,500,000                  $ 3,550,000
6670 Grant Way                 $ 2,700,000                  $ 2,850,000
7010 Snowdrift Road            $ 2.200,000                  $ 2,300,000
7020 Snowdrift Road            $ 1,400,000                  $ 1,375,000
6810 Tilghman Street           $ 2,175,000                  $ 2,075,000
                       ---------------------------------------------------------
       TOTAL                   $47,275,000                  $48,175,000
================================================================================

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

================================================================================


                                      -100-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

      Our analysis has also considered the value of the remaining vacant
development parcels within the Iron Run Corporate Center. Our analysis of these
parcels via the Developmental Approach has indicated a present value of
$4,200,000 as market oriented.

      In light of the above, we are of the opinion that the market value of the
appropriate leased fee/fee simple estate in the property, as of July 1, 1997,
was:

          FIFTY TWO MILLION THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS
                                   $52,375,000

      The individual values are as follows:

           7535 Windsor Drive                        $11,500,000
           7450 Tilghman Street                      $ 6,725,000
           7055 Ambassador Drive                     $ 5,900,000
           6755 Snowdrift Road                       $ 4,700,000
           7150 Windsor Drive                        $ 3,750,000
           6690 Grant Way                            $ 3,450,000
           6845 Snowdrift Road                       $ 3,550,000
           6670 Grant Way                            $ 2,850,000
           7010 Snowdrift Road                       $ 2,300,000
           7020 Snowdrift Road                       $ 1,375,000
           6810 Tilghman Street                      $ 2,075,000
           Remaining Development Parcels             $ 4,200,000
                                                     -----------
           Total                                     $52,375,000

================================================================================


                                      -101-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -102-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraisers best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

      Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

================================================================================


                                      -103-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

      We certify that, to the best of our knowledge and belief:

1.    Thomas H. Myers, Jr. has inspected the property, and John B. Rush, MAI,
      Manager, Valuation Advisory Services, has reviewed and approved the report
      but did not inspect the property.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, John B. Rush, MAI have completed the
      requirements of the continuing education program of the Appraisal
      Institute.


      /s/ Thomas H. Myers
      -----------------------------------------------------
      Thomas H. Myers, Jr.
      State Certified General Appraiser No. GA-000496-L


      /s/ John B. Rush
      -----------------------------------------------------
      John B. Rush, MAI
      State Certified General Appraiser No. GA-000331-L
      Reviewed and Approved

================================================================================


                                      -104-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
- --------------------------------------------------------------------------------

                                    RENT ROLL



                                 INVESTOR SURVEY


                                 IMPROVED SALES


                                   LAND SALES



                            APPRAISERS' QUALIFICATIONS


- --------------------------------------------------------------------------------
                                      -105-
<PAGE>

                           20006 - 7535 WINDSOR DRIVE
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
ROSENBLUTH INTL
BASE LEASE 1/96- 4/99       90,671          0           0       7,004   97,675
             6,038 SF        15.02       0.00        0.00        1.16    16.18
                                                  
#  2                                              
ROSENBLUTH TRAVEL                                 
BASE LEASE 5/97- 4/99       62,071          0           0       4,342    66,413
             3,743 SF        16.58       0.00        0.00        1.16     17.74
                                                  
#  3                                              
SIEMENS AUTOMOTIVE                                
BASE LEASE 1/96- 6/00       60,917          0           0       1,652    62,569
             4,130 SF        14.75       0.00        0.00        0.40     15.15
                                                  
#  4                                              
BAP SALES/MGMT                                    
BASE LEASE 1/96-10/97       29,455          0           0         338    29,793
             2,218 SF        13.28       0.00        0.00        0.15     13.43
                                                  
#  5                                              
ROSENBLUTH INTL                                   
BASE LEASE 1/96- 4/99       44,990          0           0       3,475    48,465
             2,996 SF        15.02       0.00        0.00        1.16     16.18
                                                  
#  6                                              
AIR PRODUCTS                                      
BASE LEASE 1/96-10/01       15,125          0           0           0    15,125
             3,361 SF         4.50       0.00        0.00        0.00      4.50
                                                  
#  7                                              
ROSENBLUTH INTL                                   
BASE LEASE 1/96- 4/99       41,641          0           0       3,216    44,857
             2,773 SF        15.02       0.00        0.00        1.16     16.18
                                                  
#  8                                              
ROSENBLUTH INTL                                   
BASE LEASE 1/96- 4/99       40,996          0           0       3,167    44,163
             2,730 SF        15.02       0.00        0.00        1.16     16.18
                                                  
#  9                                              
WEAVER MOSEBACH                                   
BASE LEASE 1/96-10/02      234,442          0           0           0   234,442
            15,806 SF        14.83       0.00        0.00        0.00     14.83
                                                  
# 10                                              
<PAGE>                                            
                                                  
                                                  
PROFIT WIZE MKTG                                  
BASE LEASE 1/96- 1/00       58,513          0           0       2,142    60,655
             3,967 SF        14.75       0.00        0.00        0.54     15.29

# 11                                              
PROFIT WIZE MKTG                                  
BASE LEASE 1/96- 1/00       18,659          0           0         683    19,342
             1,265 SF        14.75       0.00        0.00        0.54     15.29
                                                


                                                                          PAGE 2


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

# 12
SUMMIT BANK
BASE LEASE  1/96-10/99      54,796          0           0       1,026    55,822
              3,540 SF       15.48       0.00        0.00        0.29     15.77

# 13
AIR PRODUCTS
BASE LEASE  1/96-10/01     740,142          0           0      49,978   790,120
             54,329 SF       13.62       0.00        0.00        0.92     14.54

# 14
AIR PRODUCTS
BASE LEASE  1/96-10/01       5,859          0           0           0     5,859
              1,514 SF        3.87       0.00        0.00        0.00      3.87

# 15
MASS  MUTUAL LIFE
BASE  LEASE 1/96- 5/01     108,582          0           0       1,996   110,578
              6,885 SF       15.77       0.00        0.00        0.29     16.06

# 16
MASS  MUTUAL LIFE
BASE  LEASE 1/96- 5/01      23,499          0           0         432    23,931
              1,490 SF       15.77       0.00        0.00        0.29     16.06

# 17
AIR PRODUCTS
BASE LEASE  1/96-10/01       5,859          0           0           0     5,859
              1,514 SF        3.87       0.00        0.00        0.00      3.87

# 18
CADENCE
BASE LEASE 10/96-11/01      76,041          0           0       3,462    79,503
              4,876 SF       15.59       0.00        0.00        0.71     16.30
<PAGE>

# 19
AIM EXECUTIVE HOLD
BASE LEASE 2/97- 1/00       30,374          0           0         997    31,371
             1,846 SF        16.45       0.00        0.00        0.54     16.99

# 20
PIOSA, HIXSON, GIO
BASE LEASE 4/97- 3/02       48,859          0           0       2,258    51,117
             3,180 SF        15.36       0.00        0.00        0.71     16.07
                        ----------  ---------  ----------  ---------- ---------
               TOTALS    1,791,491          0           0      86,168 1,877,659
           128,201 SF        13.97       0.00        0.00        0.67     14.65
                        ==========  =========  ==========  ========== =========
<PAGE>

                         20004 - 7450 TILGHMAN STREET #2
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
PRUDENTIAL INSURAN
BASE LEASE 6/86-12/97      495,000          0           0      85,052   580,052
           100,000 SF         4.95       0.00        0.00        0.85      5.80
                        ----------  ---------  ----------  ----------  --------
               TOTALS      495,000          0           0      85,052   580,052
           100,000 SF         4.95       0.00        0.00        0.85      5.80
                        ==========  =========  ==========  ==========  ========
<PAGE>

                          20008 - 7055 AMBASSADOR ROAD
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)

      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
CATERPILLAR LOGIST
BASE LEASE 9/92-12/97      528,307          0          0     116,073    644,380
           153,600 SF         3.44       0.00       0.00        0.76       4.20
                        ----------  ---------  ---------   ---------   --------
               TOTALS      528,307          0          0     116,073    644,380
           153,600 SF         3.44       0.00       0.00        0.76       4.20
                        ==========  =========  =========   =========   ========
<PAGE>

                          20010 - 6755 SNOWDRIFT DRIVE
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
DAY TIMERS INC
BASE LEASE 1/95- 2/00      468,750          0           0     116,316   585,066
           125,000 SF         3.75       0.00        0.00        0.93      4.68
                        ----------  ---------  ----------  ----------  ---------
               TOTALS      468,750          0           0     116,316   585,066
           125,000 SF         3.75       0.00        0.00        0.93      4.68
                        ==========  =========  =========   =========   ========
<PAGE>

                           20011 - 7150 WINDSOR DRIVE
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)

      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
INTERIOR WRKPLC SO
BASE LEASE 1/96- 3/99       54,449          0          0       18,353    72,802
             7,446 SF         7.31       0.00       0.00         2.46      9.78

#  2
BELL ATLANTIC PA
BASE LEASE 1/96-10/99      155,871          0           0      42,344   198,215
            17,179 SF         9.07       0.00        0.00        2.46     11.54

#  3
MONSANTO
BASE LEASE 1/96- 2/98       58,314          0           0      19,751    78,065
             9,644 SF         6.05       0.00        0.00        2.05      8.09

#  4
LINDEN OPTICAL
BASE LEASE 3/96- 2/01       44,197          0           0      13,088    57,285
             5,310 SF         8.32       0.00        0.00        2.46     10.79

#  5
ICT GROUP
BASE LEASE 3/96- 2/01       49,256          0           0      12,125    61,381
             4,919 SF        10.01       0.00        0.00        2.46     12.48

#  6
ICT GROUP
BASE LEASE 7/96- 2/01       49,122          0           0      12,132    61,254
             4,922 SF         9.98       0.00        0.00        2.46     12.44
                        ----------  ---------  ----------  ----------  ---------
               TOTALS      411,209          0           0     117,793   529,002
            49,420 SF         8.32       0.00        0.00        2.38     10.70
                        ==========  =========  ==========  ==========  =========
<PAGE>

                             20003 - 6690 GRANT WAY
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)

      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
AJ OSTER COMPANY
BASE LEASE 1/97-12/99      214,760          0           0      46,711   261,471
             45,500 SF        4.72       0.00        0.00        1.03      5.75

#  2
BATESVILLE CASKET
BASE LEASE  5/93- 4/99     174,250          0           0      43,631   217,881
             42,500 SF        4.10       0.00        0.00        1.03      5.13
                        ----------  ---------  ----------  ----------  ---------
                TOTALS     389,010          0           0      90,342   479,352
             88,000 SF        4.42       0.00        0.00        1.03      5.45
                        ==========  =========  ==========  ==========  =========
<PAGE>

                           20001 - 6845 SNOWDRIFT ROAD
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------
#  1
BMG MUSIC
BASE LEASE 3/93- 2/98      146,978          0           0      29,927   176,905
            41,600 SF         3.53       0.00        0.00        0.72      4.25

#  2
RODALE PRESS
BASE LEASE 2/94- 8/02      200,032          0           0      44,503   244,535
            51,400 SF         3.89       0.00        0.00        0.87      4.76
                        ----------  ---------  ----------  ----------  ---------
               TOTALS      347,010          0           0      74,430   421,440
            93,000 SF         3.73       0.00        0.00        0.80      4.53
                        ==========  =========  ==========  ==========  =========
<PAGE>

                             20005 - 6670 GRANT WAY
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------
#  1
TREASURE CHEST ADV
BASE LEASE 8/87- 7/97       29,154          0           0       5,394    34,548
            72,885 SF         0.40       0.00        0.00        0.07      0.47
                        ----------  ---------  ----------  ----------  ---------
               TOTALS       29,154          0           0       5,394    34,548
            72,885 SF         0.40       0.00        0.00        0.07      0.47
                        ==========  =========  ==========  ==========  =========
<PAGE>

                           20007 - 7010 SNOWDRIFT ROAD
                             RENT ROLL AS OF 1/1998
                               (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
ANDERSON BDG
BASE LEASE  7/97- 6/02      82,472          0           0      16,265    98,737
              8,046 SF       10.25       0.00        0.00        2.02     12.27

#  2
VITALINK PHARMACY
BASE LEASE  9/97-11/02     138,454          0           0      58,098   196,552
             20,038 SF        6.91       0.00        0.00        2.90      9.81

#  3
SPECULATIVE TENANT
BASE LEASE 10/97- 9/02      38,942          0           0      13,294    52,236
              4,945 SF        7.88       0.00        0.00        2.69     10.56
                        ----------  ---------  ----------  ----------  ---------
                TOTALS     259,868          0           0      87,657   347,525
             33,029 SF        7.87       0.00        0.00        2.65     10.52
                        ==========  =========  ==========  ==========  =========
<PAGE>

                                  20000 - 7020 SNOWDRIFT ROAD
                                     RENT ROLL AS OF 9/1997
                                       (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
AIR PRODUCTS
BASE LEASE  9/94- 8/01      92,500          0           0      31,350   123,850
             30,000 SF        3.08       0.00        0.00        1.04      4.13

#  2
INTERIOR SOLUTIONS
BASE LEASE 10/95- 3/99      54,102          0           0      11,902    66,004
             11,390 SF        4.75       0.00        0.00        1.04      5.79
                        ----------  ---------  ----------  ----------  --------
                TOTALS     146,602          0           0      43,252   189,854
             41,390 SF        3.54       0.00        0.00        1.04      4.59
                        ==========  =========  ==========  ==========  ========
<PAGE>

                          20002 - 6810 TILGHMAN STREET
                             RENT ROLL AS OF 9/1997
                               (FISCAL YEAR BASIS)


      TENANT/
LEASE TYPE AND DATES/   BASE RENT/   OVERAGE/  SALES(000)/ RECOVERIES/ REVENUE/
     SQUARE FEET          PER SF      PER SF     PER SF       PER SF    PER SF
- ----------------------  ----------  ---------  ----------  ----------  --------

#  1
AIR PRODUCTS
BASE LEASE 1/96- 8/01      124,132          0           0      42,174   166,306
            40,259 SF         3.08       0.00        0.00        1.05      4.13

#  3
HERR'S
BASE LEASE 8/97- 7/02       56,821          0           0      14,027    70,848
            14,585 SF         3.90       0.00        0.00        0.96      4.86

                        ----------  ---------  ----------  ---------- ---------
               TOTALS     180,953           0           0      56,201   237,154
            54,844 SF        3.30        0.00        0.00        1.02      4.32
                        ==========  =========  ==========  ==========  ========
<PAGE>


- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19

<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-1                                        Sale

Location:                                  904-34 Marcon Boulevard
                                           Hanover Township, Lehigh County, PA

Parcel Number:                             F10-10-8, 9, 10, & 11

Grantor:                                   Mellon Bank, NA as Ancillary
                                           Trustee for Westinghouse, Inc.

Grantee:                                   Larise Lehigh Associates One

Date of Sale:                              07/08/96

Physical Description:

  Land Area:                               14.64 Acres
  Gross Building Area:                     182,400 Square Feet
  Finished Office Area:                    6.0%
  % Air Conditioned:                       10%
  Clear Ceiling Height:                    20.0 feet
  Sprinklered:                             Yes
  Year Built:                              1987
  Land/Building Ratio:                     3.50:1
  Rail Access:                             No
  Condition:                               Good
  Construction Type:                       Masonry and metal panel
  Zoning:                                  Industrial

Sale Price:                                $6,000,000

Terms of Sale:                             Cash to seller.

Appraisal Indicators:
  Overall Rate (OAR):                      11.00%

Sale Price/Square Foot (GSF):              $32.89

COMMENTS:
  The seller of this property was highly motivated
  after an agreement of sale at a higher price
  collapsed. At the time of sale, it was 97.4 percent
  occupied by 14 tenants. Clearance ranges up to 22
  feet and their is extensive tailgate loading. This
  four building complex also offers visibility from
  Route 22.

Confirmation Data:
  By:                                      BROKER
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------
I-1 Continued
  With:                                    Michael Hines (C&W)


PHL4-1687
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-2                                        Sale

Building Name:                             Upper Mac Portfolio

Location:                                  6813, 6829, 6831 Ruppsville Rd
                                           7663 Industrial Blvd.
                                           Upper Macungie Twp, Lehigh County, PA

Parcel Number:                             Various

Grantor:                                   Upper Mac Realty (Thomas
                                           Armbruster & Michael Prokup)

Grantee:                                   J. P. Morgan Investment
                                           Management

Date of Sale:                              02/23/96

Physical Description:

 Land Area:                                19.30 Acres
 Gross Building Area:                      302,600 Square Feet
 Finished Office Area:                     2.0 %
 % Air Conditioned:                        2 %
 Clear Ceiling Height:                     22.0 feet
 Sprinklered:                              Yes
 Year Built:                               1984
 Land/Building Ratio:                      2.78:1
 Rail Access:                              Yes
 Condition:                                Good
 Construction Type:                        Tilt up masonry
 Zoning:                                   EC Employment Center

Sale Price:                                $8,700,000

Terms of Sale:                             Cash

Economic Indicators:
 Net Operating Income:                     $887,000           Actual

Appraisal Indicators:
 Overall Rate (OAR):                       10.20%

Sale Price/Square Foot (GSF):              $28.75

COMMENTS:
  This is a portfolio of four single story buildings
<PAGE>

                                                         WAREHOUSE BUILDING SALE
- --------------------------------------------------------------------------------

I-2 Continued
   constructed between 1984 and 1988. All lie within
   close proximity of one another. Clearance is typically
   22'; the Industrial Boulevard building has 38' clear
   heights. At the time of sale, the buildings were 100%
   occupied by a total of seven tenants.

  Confirmation Data:
   By:                                     BUYER
   With:                                   John Begier


PHL4-1342
<PAGE>

                                                       FLEX INDUSTRIAL BLDG SALE
- --------------------------------------------------------------------------------

I-3                                     Sale

Location:                               1 & 5 Highland Avenue
                                        Bethlehem Business Park
                                        Hanover Township, Northampton County, PA

Parcel Number:                          M6-15-10V

Grantor:                                John Hancock Life Insurance
                                        Company

Grantee:                                Specialty Minerals, Inc.

Date of Sale:                           12/27/95

Recording Data:                         Volume 1995-1, Page 124627

Physical Description:

  Land Area:                            6.72 Acres
  Gross Building Area:                  72,129 Square Feet
  Finished Office Area:                 30.9%
  % Air Conditioned:                    30.9%
  Clear Ceiling Height:                 18.0 feet
  Sprinklered:                          Yes
  Year Built:                           1988
  Land/Building Ratio:                  4.06:1
  Rail Access:                          No
  Condition:                            Good
  Construction Type:                    Masonry and steel frame
  Zoning:                               Planned Industrial

Sale Price:                             $3,029,420

Terms of Sale:                          Cash to seller.

Sale Price/Square Foot (GSF):          $42.00

COMMENTS:
  At the time of sale, this two building complex was
  78.6 percent occupied by six tenants, including
  the grantee. One building is 37,129 square feet,
  the other is 35,000 square feet. The buildings are
  visible from U.S. Route 22. It is the intent of
  the grantee to occupy the buildings as the
  existing leases expire. They also own and occupy a
  larger facility adjacent to this property.

Confirmation Data:
  By:                                  SELLER
<PAGE>

                                                      FLEX INDUSTRIAL BLDG SALE
- --------------------------------------------------------------------------------
I-3 Continued
  With:                                 John Begier


PHL4-1373
<PAGE>

                                                      FLEX INDUSTRIAL BLDG SALE
- --------------------------------------------------------------------------------

I-4                                    Sale

Location:                              7620 Cetronia Road
                                       Upper Macungie Twp, Lehigh County, PA

Parcel Number:                         J7SW4-3-9

Grantor:                               The Beacon Group

Grantee:                               Liberty Properties Limited
                                       Partnership

Date of Sale:                          05/02/95

Recording Data:                        Book 1544, Page 416

Physical Description:

  Land Area:                           12.32 Acres
  Gross Building Area:                 155,060 Square Feet
  Finished Office Area:                8.0%
  % Air Conditioned:                   8%
  Clear Ceiling Height:                24.0 feet
  Sprinklered:                         Yes
  Year Built:                          1990
  Land/Building Ratio:                 3.46:1
  Rail Access:                         No
  Condition:                           Good
  Construction Type:                   Tilt up concrete and steel
  Zoning:                              EC Employment Center

Sale Price:                            $4,880,763

Terms of Sale:                         Cash

Economic Indicators:
  Gross Annual Income:                 $640,126
  Less: Operating Expenses:            $157,490
  Net Operating Income:                $482,636

Appraisal Indicators:
  Overall Rate (OAR):                  9.89%

Sale Price/Square Foot (GSF):         $31.48

COMMENTS:
  This is an "L" shaped single story warehouse/distribution
  facility designed for multi-tenanted occupancy.  The
<PAGE>

                                                       FLEX INDUSTRIAL BLDG SALE
- --------------------------------------------------------------------------------

I-4 Continued
   building has 24 tailgate docks and two drive-in doors.
   At the time of sale it was fully occupied by three
   tenants at rental rates ranging from $3.21 to $3.75
   per square foot. All of the existing leases were
   scheduled to expire during 1995 and 1996.

  Confirmation Data:
   By:                                 BUYER
   With:                               Liberty Property


PHL4-1374
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-1                                    Sale

Building Name:                         Lehigh Valley Office Commons

Location:                              87 South Commerce Way
                                       LVIP IV
                                       Hanover Township, Northampton County, PA

Parcel Number:                         M6-15-40

Grantor:                               MAG LVOC Associates Limited

Grantee:                               Liberty Property Limited
                                       Partnership

Date of Sale:                          07/15/96

Recording Data:                        Volume 19961 Page 68430

Physical Description:

  Land Area:                           12.60 Acres
  Gross Building Area:                 62,454 Square Feet
  Net Rentable Area:                   60,580 Square Feet
  Year Built:                          1989
  Occupancy at Sale:                   97%
  Parking:                             Adequate
  Quality:                             Good
  Construction:                        Masonry and steel frame
  Zoning:                              PIBD
  Stories:                             1

Sale Price:                            $3,900,000

Terms of Sale:                         Cash

Appraisal Indicators:
  Overall Rate (OAR):                  10.60%

Sale Price/Square Foot (GSF):         $62.45

Sale Price/Square Foot (RSF):         $64.38

COMMENTS:
  This is a complex of three, single story office
  buildings. Originally developed by Franklin
  Realty, they were acquired by deed in lieu of
  foreclosure by PNC Realty Holding in
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-1 Continued
   December, 1991 and sold to the grantor for
   $4,500,000. At that time, the property also included
   the concrete pad and structural framework for an
   additional building of 21,250 square feet. However,
   permits to construct this building had expired and
   these improvements were removed. Of the total land
   area approximately 1 to 2 acres are considered excess
   to the improvements. The development potential of this
   land is unknown at this time.

  Confirmation Data:
   By:                                 BUYER


PHL4-1577
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-2                                    Sale

Building Name:                         Newpointe Building

Location:                              98 Brodhead Road
                                       LVIP IV
                                       Hanover Township, Northampton County, PA

Parcel Number:                         M6-15-42

Grantor:                               Newpointe Partnership

Grantee:                               Liberty Property Trust

Date of Sale:                          10/01/95

Recording Data:                        Volume 19951, Page 93664

Physical Description:

  Land Area:                           4.46 Acres
  Gross Building Area:                 52,142 Square Feet
  Net Rentable Area:                   47,147 Square Feet
  Year Built:                          1989
  Occupancy at Sale:                   100%
  Parking:                             Adequate
  Quality:                             Good
  Construction:                        Masonry
  Zoning:                              PIBD
  Stories:                             2

Sale Price:                            $3,300,000

Terms of Sale:                         Cash

Economic Indicators:
  Net Operating Income:                $313,000

Appraisal Indicators:
  Overall Rate (OAR):                  9.48%

Sale Price/Square Foot (GSF):          $63.29

Sale Price/Square Foot (RSF):          $69.99

COMMENTS:
  A two story multi-tenanted office building constructed in
  1989 with a gross building area of 52,142 s.f. and a net
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-2 Continued
   rentable area of 47,147 s.f. The first floor contains
   a bank with a three lane, drive-through facility. The
   building contains a high level of interior finish and
   high quality construction.

  Confirmation Data:
   By:                                 BUYER


PHL4-1372
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-3                                    Sale

Building Name:                         Westfield Corporate Center

Location:                              4905 Tilghman Street
                                       S. Whitehall Twp., Lehigh County, PA

Parcel Number:                         H7-17-9

Grantor:                               WCC Holdings, Inc.

Grantee:                               4905 Tilghman Limited
                                       Partnership

Date of Sale:                          06/01/95

Recording Data:                        Volume 1547, Page 1092

Physical Description:

   Land Area:                          4.18 Acres
   Gross Building Area:                66,749 Square Feet
   Net Rentable Area:                  56,493 Square Feet
   Year Built:                         1989
   Occupancy at Sale:                  84%
   Parking:                            Adequate
   Quality:                            Average
   Construction:                       Masonry
   Zoning:                             Commercial/Office
   Stories:                            3

Sale Price:                            $2,950,000

Terms of Sale:                         Cash to seller.

Appraisal Indicators:
   Overall Rate (OAR):                 11.00%

Sale Price/Square Foot (GSF):          $44.20

Sale Price/Square Foot (RSF):          $52.22

COMMENTS:
   The site is improved with a three story, steel
   frame multi-tenated office building with a gross
   building area of 66,749 square feet and a net
   rentable area of 56,493 s.f. Exterior walls are a
   combination of dryvit and glass, and the building
   contains an atrium. According to a
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-3 Continued
   conversation with the purchaser, the sale price was
   predictaed around an 11 percent overall rate.

  Confirmation Data:
   By:                                 BUYER


PHL4-1371
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-4                                    Sale

 Building Name:                        Lehigh Valley Executive Campus

 Location:                             2200-02 Irving St.; 867, 871 &
                                       881 Marcon Boulevard
                                       Hanover Township, Lehigh County, PA

 Parcel Number:                        F10-10-8, 9, 10, & 11 

 Grantor:                              Lehigh Valley Equities

 Grantee:                              Lehigh Valley Executive Campus
                                       Limited Partnership

 Date of Sale:                         06/20/95

 Recording Data:                       Volume 1547 Page 174

 Physical Description:

  Land Area:                           16.00 Acres
  Gross Building Area:                 163,690 Square Feet
  Net Rentable Area:                   163,690 Square Feet
  Year Built:                          1987
  Occupancy at Sale:                   89%
  Parking:                             Adequate
  Quality:                             Excellent
  Construction:                        Masonry and steel frame
  Zoning:                              PIO-Planned Industrial Office
  Stories:                             1

 Sale Price:                           $11,100,000

 Terms of Sale:                        Cash to seller.

 Appraisal Indicators:
  Overall Rate (OAR):                  9.37%

 Sale Price/Square Foot (GSF):         $67.81

 Sale Price/Square Foot (RSF):         $67.81

 COMMENTS:
  This is a five building complex located within Lehigh
  Valley Industrial Park III.  At the time of sale, it was
  about 90 percent finished as office space.  Tenants
  included Airborne, Kraft Foods, and Dun & Bradstreet.  The
<PAGE>

                                                            OFFICE BUILDING SALE
- --------------------------------------------------------------------------------

I-4 Continued
   buildings are four sides brick and offer separate utilities
   to each tenant.

  Confirmation Data:
   By:                                 SELLER


PHL4-1578
<PAGE>

                                                           LIGHT INDUSTRIAL SALE
- --------------------------------------------------------------------------------

I-1                                    Sale

Location:                              6620 Grant Way
                                       Iron Run Corporate Center
                                       Upper Macungie Twp, Lehigh County, PA

Parcel Number:                         H7-12-5A

Grantor:                               D & M Properties, Inc.

Grantee:                               Submicron Systems Management

Date of Sale:                          11/21/96

Physical Description:

  Land Area:                           5.30 Acres
  Gross Building Area:                 30,000 Square Feet
  Finished Office Area:                40.0%
  % Air Conditioned:                   40%
  Clear Ceiling Height:                16.0 feet
  Sprinklered:                         Yes
  Year Built:                          1989
  Land/Building Ratio:                 7.70:1
  Rail Access:                         No
  Condition:                           Good
  Construction Type:                   Masonry and steel frame
  Zoning:                              Industrial

Sale Price:                            $1,825,000

Terms of Sale:                         Cash to seller.

Sale Price/Square Foot (GSF):          $60.83

COMMENTS:
  This property was purchased to serve as the
  corporate headquarters of the grantee. A portion
  of the site is considered excess to the
  improvements as a 20,000 square foot addition was
  to be constructed following the sale. The buyer
  also intended to convert the warehouse area to
  office and training area.

Confirmation Data:
  By:                                  SELLER


PHL4-1597
<PAGE>

                                                           LIGHT INDUSTRIAL SALE
- --------------------------------------------------------------------------------

I-2                                    Sale

Location:                              2041 Avenue C
                                       Lehigh Valley Ind.  Park I
                                       Hanover Township, Lehigh County, PA

Parcel Number:                         E10SE4-4-2

Grantor:                               Avenue C-17 Associates

Grantee:                               Liberty Property Limited
                                       Partnership

Date of Sale:                          02/06/95

Recording Data:                        Book 1540 Page 385

Physical Description:

  Land Area:                           2.57 Acres
  Gross Building Area:                 30,400 Square Feet
  Finished Office Area:                17.0%
  % Air Conditioned:                   17%
  Clear Ceiling Height:                24.0 feet
  Sprinklered:                         Yes
  Year Built:                          1989
  Land/Building Ratio:                 3.68:1
  Rail Access:                         No
  Condition:                           Good
  Construction Type:                   Masonry and steel frame
  Zoning:                              Industrial

Sale Price:                            $1,290,000

Terms of Sale:                         Cash to seller

Appraisal Indicators:
  Overall Rate (OAR):                  10.34%

Sale Price/Square Foot (GSF):          $42.43

COMMENTS:
  The purchaser of this property was an active real
  estate investment trust. At the time of sale, the
  property was fully occupied by three tenants.

Confirmation Data:
  By:                                  BUYER


PHL4-1598
<PAGE>

                                                           LIGHT INDUSTRIAL SALE
- --------------------------------------------------------------------------------

I-3                                    Sale

Location:                              2124 Avenue C
                                       Lehigh Valley Ind.  Park I
                                       Hanover Township, Lehigh County, PA

Parcel Number:                         E10SE4-3-15

Grantor:                               Avenue C Associates

Grantee:                               Liberty Property Limited
                                       Partnership

Date of Sale:                          02/06/95

Recording Data:                        Book 1540 Page 390

Physical Description:

  Land Area:                           3.35 Acres
  Gross Building Area:                 36,000 Square Feet
  Finished Office Area:                5.0%
  % Air Conditioned:                   5%
  Clear Ceiling Height:                24.0 feet
  Sprinklered:                         Yes
  Year Built:                          1989
  Land/Building Ratio:                 4.05:1
  Rail Access:                         No
  Condition:                           Good
  Construction Type:                   Masonry and metal panel
  Zoning:                              Industrial

Sale Price:                            $1,310,000

Terms of Sale:                         Cash to seller.

Appraisal Indicators:
  Overall Rate (OAR):                  10.27%

Sale Price/Square Foot (GSF):          $36.39

COMMENTS:
  This property was purchased by an active real
  estate investment trust. At the time of sale, it
  was leased to a single tenant, Graybar Electric,
  through 10/97 at a rental rate of $4.07/s.f.,
  net.

 Confirmation Data:
  By:                                  BUYER
<PAGE>

                                                           LIGHT INDUSTRIAL SALE
- --------------------------------------------------------------------------------

I-3 Continued


PHL4-1599
<PAGE>

                                                           LIGHT INDUSTRIAL SALE
- --------------------------------------------------------------------------------

I-4                                    Sale

Location:                              2196 Avenue C
                                       Lehigh Valley Ind.  Park I
                                       Hanover Township, Lehigh County, PA

Parcel Number:                         F1ONE1-1-3

Grantor:                               Lehigh County Industrial
                                       Development Authority

Grantee:                               Liberty Property Limited
                                       Partnership

Date of Sale:                          07/26/94

Recording Data:                        Book 1529 Page 1128

Physical Description:

  Land Area:                           4.48 Acres
  Gross Building Area:                 31,381 Square Feet
  Finished Office Area:                75.0%
  % Air Conditioned:                   100%
  Clear Ceiling Height:                16.0 feet
  Sprinklered:                         Yes
  Year Built:                          1980
  Land/Building Ratio:                 6.22:1
  Rail Access:                         No
  Condition:                           Good
  Construction Type:                   Masonry and steel frame
  Zoning:                              Industrial

Sale Price:                            $1,859,920

Appraisal Indicators:
  Overall Rate (OAR):                  9.40%

Sale Price/Square Foot (GSF):         $59.27

COMMENTS:
  This property was acquired by an active real estate
  investment trust. At the time of sale, it was
  occupied under lease by Centennial School, a school
  for autistic children. Approximately 75 percent of
  the building had office type finishes, with the
  entirety having finished ceilings. The rental rate
  reported at sale was $6.00/s.f., net.
<PAGE>

                                                           LIGHT INDUSTRIAL SALE
- --------------------------------------------------------------------------------

I-4 Continued
Confirmation Data:
 By:                                   BUYER


PHL4-1600
<PAGE>

                                                            INDUSTRIAL SITE SALE
- --------------------------------------------------------------------------------

L-1                                    Sale

Location:                              Lot 4
                                       Mill Run Corporate Center
                                       Upper Macungie Twp, Lehigh County, PA

Grantor:                               Lehigh Portland Cement Company

Grantee:                               Phoenix Forging Company

Date of Sale:                          06/09/97

Size:                                  7.15 Acres

Shape:                                 Irregular

Frontage:                              Mill Road

Utilities:                             Sewer, Water, Natural Gas, Electricity

Topography:                            Generally level

Zoning:                                Industrial

Price:                                 $679,250

Terms of Sale:                         Cash to seller.

Price per Acre:                        $95,000.00

COMMENTS:
  The grantee purchased this property for the
  development of a 60,000 square foot manufacturing
  facility for their use.

Confirmation Data:
  By:                                   BROKER
  With:                                 John Begier


PHL1-1407
<PAGE>

                                                            INDUSTRIAL SITE SALE
- --------------------------------------------------------------------------------

L-2                                     Sale

Location:                               Industrial Boulevard & Schantz
                                        Road
                                        Upper Macungie Twp, Lehigh County, PA

Grantor:                                Thrift Drug Company

Grantee:                                Walsh Higgins Company

Size:                                   27.00 Acres

Shape:                                  Irregular

Frontage:                               Industrial Boulevard and
                                        Schantz Road

Utilities:                              Sewer, Water, Natural Gas, Electricity

Topography:                             Level

Zoning:                                 Industrial

Price:                                  $2,970,000

Terms of Sale:                          Cash to seller.

Price per Acre:                         $110,000.00

COMMENTS:
  This site is currently under agreement of sale.
  The purchaser, a Chicago area developer,
  reportedly will construct a 425,000 square foot
  warehouse for an undisclosed tenant.

Confirmation Data:
  By:                                   BROKER


PHL1-1408
<PAGE>

                                                            INDUSTRIAL SITE SALE

L-3                                     Sale

Location:                               7235 Penn Drive
                                        William Penn Business Center
                                        Upper Macungie Twp, Lehigh County, PA

Parcel Number:                          H17-33-1

Grantor:                                Alexander Tamerler

Grantee:                                SCC Real Estate Partnership

Date of Sale:                           05/22/96

Size:                                   2.86 Acres

Shape:                                  Irregular

Frontage:                               Penn Drive

Utilities:                              Sewer, Water, Natural Gas, Electricity

Topography:                             Level and at street grade

Zoning:                                 Industrial

Price:                                  $250,000

Terms of Sale:                          Cash to seller.

Recording Data:                         Book 1565 Page 34

Price per Acre:                         $87,412.31

COMMENTS:
 This site was acquired for future development by
 the grantee.

Confirmation Data:
  By:                                   SELLER


PHL1-1409
<PAGE>

                                                            INDUSTRIAL SITE SALE
- --------------------------------------------------------------------------------

L-4                                     Sale

Location:                               Lots 16 & 17
                                        Lehigh Valley West Ind. Park
                                        Upper Macungie Twp, Lehigh County, PA

Parcel Number:                          J6-3-12, 13, & 14

Grantor:                                Jaindl Land Company

Grantee:                                Liberty Property Limited
                                        Partnership

Date of Sale:                           03/19/96

Size:                                   77.22 Acres

Shape:                                  Irregular

Utilities:                              Sewer, Water, Natural Gas, Electricity

Topography:                             Generally level and at grade

Zoning:                                 Industrial

Price:                                  $6,731,200

Terms of Sale:                          Cash to seller.

Recording Data:                         Book 1561 Page 973

Price per Acre:                         $87,169.13

COMMENTS:
 This is the assemblage of three adjacent tracts
 for the developernent of a 1.2 million square foot
 distribution facility.

Confirmation Data:
 By:                                    BUYER
 With:                                  Rob Fenza


PHL1-1410
<PAGE>

                                                            INDUSTRIAL SITE SALE
- --------------------------------------------------------------------------------

L-5                                     Sale

Location:                               E/S Windsor Drive
                                        Iron Run Corporate Center
                                        Upper Macungie Twp, Lehigh County, PA

Grantor:                                Bell Atlantic Development, Inc

Grantee:                                Allentown Valve & Fitting

Date of Sale:                           01/27/95

Size:                                   2.96 Acres

Shape:                                  Irregular

Frontage:                               Windsor Drive

Utilities:                              Sewer, Water, Natural Gas, Electricity

Topography:                             Level and at street grade

Zoning:                                 Industrial

Price:                                  $370,400

Terms of Sale:                          Cash to seller.

Price per Acre:                         $125,134.75

COMMENTS:
 The agreed upon price for this 2.9632 site was
 $125,000 per acre. The grantee was reportedly
 motivated and willing to pay a premium price to
 acquire this specific tract in Iron Run.

Confirmation Data:
 By:                                    SELLER
 With:                                  Phil Schenkel


PHL1-1411
<PAGE>

                                               QUALIFICATIONS OF THOMAS H. MYERS
- --------------------------------------------------------------------------------

Professional Affiliations

       Candidate, Appraisal Institute (MAI Candidate #M850905)
       New Jersey Certified General Appraiser (Certificate #RG01655)
       Ohio Certified General Appraiser (Certificate #391699)
       Pennsylvania Certified General Appraiser (Certificate #GA-000496-L)
       Pennsylvania Real Estate Broker (License #AB-049650-L)

Real Estate Experience

       Senior Appraiser, Cushman & Wakefield Valuation Advisory
       Services, specializing in commercial and industrial real
       estate appraisal and investment counseling. Cushman &
       Wakefield is an international full service real estate
       organization and a Rockefeller Group Company.

       Senior Appraiser, Boyle/Helbig Realty, Inc. of Philadelphia,
       Pennsylvania, specializing in commercial and industrial real 
       estate appraisal and investment counseling throughout a wide 
       geographic area from March, 1979 to December, 1979.

       Staff Appraiser, Reaves C. Lukens Company of
       Philadelphia, Pennsylvania, specializing in commercial
       real estate appraisal throughout the Delaware Valley
       from January, 1977 to March, 1979.

       Salesman, Eagle Corporation, specializing in the
       marketing of residential real estate in Delaware County,
       Pennsylvania from April, 1974 to January, 1977.

       Salesman, Lanard & Axilbund, Inc., of Philadelphia,
       Pennsylvania, specializing in the sale and leasing of
       both commercial and industrial real estate in center
       city from January, 1971 to March, 1974.

Formal Education

       Drexel Institute of Technology, Philadelphia, Pennsylvania
         Attended College of Business and Administration - 1967-1970

       Temple University, Philadelphia, Pennsylvania
         Required Courses of Study for State Brokerage Licensure

       Appraisal Institute, Chicago, Illinois
         Appraisal Principles, Methods and Techniques
         Capitalization Theory and Techniques
         Case Studies in Real Estate Valuation
         Valuation Analysis and Report Writing
         Investment Analysis
         Standards of Professional Practice
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY * NOTIFY AGENCY WITHIN 10 DAYS OF ANY 
CHANGE
- --------------------------------------------------------------------------------
                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER


Certificate Number      Certificate Date       Issued          Expires

GA-000331-L             SEP 10 1991            MAY 15 1995     JUN 30 1997

    [Seal of the Bureau of Professional and Occupational Affairs, Department
                                    of State]



/s/ John B. Rush                           Issued To:
- -----------------------------
Signature                                  JOHN BENJAMIN RUSH
                                           325 POWDER HORN ROAD
/s/ Dorothy Childress                      FORT WASHINGTON PA 19034
- -----------------------------
Commissioner of Professional
and Occupational Affairs

- --------------------------------------------------------------------------------
ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================
<PAGE>

                                                  QUALIFICATIONS OF JOHN B. RUSH
- --------------------------------------------------------------------------------
Professional Affiliations

       Member, Appraisal Institute (MAI Designation #7261)
       Delaware Certified General Appraiser (Certificate #X1-0000051)
       Maryland Certified General Appraiser(Certificate #1 0041)
       New Jersey Certified General Appraiser (Certificate #RG 00808)
       Pennsylvania Certified General Appraiser (Certificate #GA-000331-L)
       Pennsylvania Real Estate Broker (License #ABO43144A)
       Affiliate, Tri-State Commercial & Industrial Association of Realtors
       Associate, Urban Land Institute (Associate #164089)

Real Estate Experience

       Director of Cushman & Wakefield of Pennsylvania, Inc. and
       Manager of its Valuation Advisory Services Department in
       Philadelphia. Cushman & Wakefield is a international full
       service real estate organization and a Rockefeller Group
       Company.

       Senior Appraiser, Cushman & Wakefield Appraisal Division,
       specializing in commercial and industrial real estate
       appraisal and investment counseling throughout the nation
       from January, 1980 to September, 1985.

       Staff Appraiser, Boyle/Helbig Realty, Inc. of
       Philadelphia, Pennsylvania, specializing in commercial and
       industrial real estate appraisal and investment counseling
       throughout a wide geographic area from December, 1977 to
       December, 1979.

       Associate, Michael Singer Real Estate Company of
       Philadelphia, Pennsylvania, specializing in the
       investment, leasing and management of local commercial and
       residential real estate from June, 1975 to December, 1977.

Formal Education

       Drexel University, Philadelphia, Pennsylvania
        Masterof Business Administration - 1982

       Saint Joseph's College, Philadelphia, Pennsylvania
        Bachelor of Arts - 1975

       Appraisal Institute, Chicago, Illinois
        Required Courses of Study Leading to the MAI Designation
        Various Lectures and Seminars for Continuing Education Credits

       Board of Realtors, Philadelphia, Pennsylvania
        Required Courses of Study for State Licensure
<PAGE>

                                                  Qualifications of John B. Rush
- --------------------------------------------------------------------------------

Qualified Expert Witness

       United States Bankruptcy Court,
       Eastern District of Pennsylvania

       United States Bankruptcy Court,
       Middle District of Pennsylvania

       Court of Common Pleas
       Dauphin County, Pennsylvania

       Board of Assessment Appeals
       Bucks County, Pennsylvania

       Board of Revision of Taxes
       City of Philadelphia

       Board of Tax Review
       City of Philadelphia

       Board of Assessment Appeals
       Dauphin County, Pennsylvania
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY * NOTIFY AGENCY WITHIN 10 DAYS OF ANY 
CHANGE
- --------------------------------------------------------------------------------
                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER


Certificate Number      Certificate Date       Issued          Expires

GA-000496-L             DEC 11 1991            JUN 26 1995     JUN 30 1997

    [Seal of the Bureau of Professional and Occupational Affairs, Department
                                    of State]



/s/ Thomas Harper Myers Jr.                Issued To:
- -----------------------------
Signature                                  THOMAS HARPER MYERS JR
                                           947 NORTH AVENUE   
/s/ Dorothy Childress                      SPRINGFIELD PA 19064
- -----------------------------
Commissioner of Professional
and Occupational Affairs

- --------------------------------------------------------------------------------
ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                                  ===========================================

                                  COMPLETE APPRAISAL
                                  OF REAL PROPERTY

                                  Keystone Industrial Park
                                  180 Rittenhouse Circle and
                                  155 Rittenhouse Circle
                                  Bristol Township
                                  Bucks County, Pennsylvania

                                  ===========================================

                                  IN A SELF-CONTAINED REPORT

                                  As of July 1, 1997


                                  Prepared For:

                                  Goldman Sachs Mortgage Company
                                  85 Broad Street
                                  New York, New York 10004

                                  Prepared By:

                                  Cushman & Wakefield of Pennsylvania, Inc.
                                  Valuation Advisory Services
                                  Two Logan Square - 20th Floor
                                  Philadelphia, Pennsylvania 19103
<PAGE>

Cushman & Wakefield of Pennsylvania, Inc.           CUSHMAN &    
Two Logan Square                                    WAKEFIELD(R)
Philadelphia, PA 19103                              A ROCKEFELLER GROUP COMPANY
(215) 963-4000                                     

July 1, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:  Complete Appraisal of Real Property
     Keystone Industrial Park
     180 Rittenhouse Circle and
     155 Rittenhouse Circle
     Bristol Township
     Bucks County, Pennsylvania

Dear Mr. Schechner

      In fulfillment of our agreement as outlined in the Lefter of Engagement,
Cushman & Wakefield of Pennsylvania Inc. is pleased to transmit our
self-contained appraisal report estimating market value of the appropriate fee
simple/leased fee interest in the subject property.

      The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield
of Pennsylvania Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected by and the report was prepared by Joseph G.
Vizza under the supervision of John B. Rush, MAI.
<PAGE>

Mr. Sheridan Schechner
Goldman Sachs Mortgage Company         Page 2                       July 1, 1997


      Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the appropriate fee simple/leased fee estate in the referenced property,
subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 1, 1997, was:

             TWO MILLION EIGHT HUNDRED TWENTY-FIVE THOUSAND DOLLARS
                                   $2,825,000

      The subject property includes two separate parcels more fully described
within the body of this report. Individual cash flow projections have been
prepared on each building leading to a conclusion of value on a building by
building basis. The individual values are as follows:

                        180 Rittenhouse Circle $1,575,000
                        155 Rittenhouse Circle $1,250,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Pennsylvania, Inc.

/s/ Joseph G. Vizza
Joseph G. Vizza
Valuation Advisory Services
Pennsylvania Certified
General Appraiser #GA-001242-L

/s/ John B. Rush
John B. Rush, MAI
Director
Valuation Advisory Services
Pennsylvania Certified
General Appraiser #GA-000331-L
Reviewed and Approved
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                     Keystone Industrial Park

Location:                          180 Rittenhouse Circle and
                                   155 Rittenhouse Circle
                                   Bristol Township
                                   Bucks County, Pennsylvania

General Overview:                  180 Rittenhouse Circle consists of a one
                                   story warehouse building containing 60,000
                                   square feet in building area upon a 4.72
                                   acre site. This building was constructed of
                                   masonry and steel, featuring a brick and
                                   metal panel facade. As of the effective
                                   date of this appraisal, the building was
                                   vacant and available for occupancy. 155
                                   Rittenhouse Circle consists of a one story
                                   office building containing 22,500 square
                                   feet in building area constructed on a 3.01
                                   acre site. This building is also
                                   constructed of masonry and steel
                                   construction and featured a brick and glass
                                   plate facade. On the effective date of
                                   appraisal, occupancy stood at 100 percent.
                                   Both facilities featured adequate parking
                                   accommodations.

Interest Appraised:                180 Rittenhouse Circle    Fee simple
                                   155 Rittenhouse Circle    Leased Fee

Date of Value:                     July 1, 1997

Date of Inspection:                May 28, 1997

Ownership:                         Bell Atlantic

                                   180 Rittenhouse Circle 155 Rittenhouse Circle

Highest and Best Use:  As Vacant   Light industrial use   Light industrial use
                       As Improved Light industrial use   Office use

Value Indicators

  Sales Comparison Approach:                $1,600,000           $1,300,000
    Value Per Square Foot:                    $26.66               $57.77

  Income Capitalization Approach

    Estimated Market Rental Rate:            $3.75/SF            $7.00/SF
    Stabilized Vacancy Rate:                    3%                  3%
    Effective Gross Income:                  $3.56/SF            $8.75/SF
    Operating Expenses                       $1.34/SF            $2.78/SF
    Real Estate Taxes:                       $0.08/SF            $1.86/SF
    Net Operating Income:                      $2.22             $5.96/SF
    Estimated Vacancy Between Tenants        6 months            6 months
<PAGE>

                                        Summary of Salient Facts and Conclusions
================================================================================

    Free Rent:                                    NA                       NA
    Probability of Renewal:              65%                        65%
    Tenant Improvement Allowance
      New Tenants in Previously
        Occupied Space:                  $1.00 per square foot  $7.00 per square
                                                                foot
      Renewal Tenants in Same Space:     $0.50 per square foot  $2.00 per square
                                                                foot
    Estimated Market Rental Growth Rate  3.5%                   3.5%
    Estimated Expense Growth Rate:       3.5%                   3.5%
    Estimated Real Estate Tax Growth     3.5%                   3.5%
Rate:

    Reversion Year Capitalization Rate   11.0%                  11.0%
    Transaction Costs in Reversion Sale:  4.0%                  4.0%
    Discount Rate:                       12.0%                  11.5%
  Indicated Value:                       $1,575,000             $1,250,000

Value Conclusion:                        $1,575,000             $1,250,000
  Value Per Square Foot:                 $26.25                 $55.55
  Implicit Capitalization Rate:          8.46%                  10.74%

Marketing Time:                          6 months

Special Assumptions Affecting Valuation:

1.    None

2.    Please refer to the complete list of assumptions and limiting conditions
      included at the end of this report.
<PAGE>

                                                PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================



                               [GRAPHIC OMITTED]
                                    [PHOTO]

                     Front Elevation 180 Rittenhouse Circle



                               [GRAPHIC OMITTED]
                                    [PHOTO]

                      Rear Elevation 180 Rittenhouse Circle
<PAGE>

                                                 Photographs of Subject Property
================================================================================



                               [GRAPHIC OMITTED]
                                    [PHOTO]

                     Front Elevation 155 Rittenhouse Circle



                               [GRAPHIC OMITTED]
                                    [PHOTO]

                        Rittenhouse Circle looking South
<PAGE>

                                                 Photographs of Subject Property
================================================================================



                               [GRAPHIC OMITTED]
                                    [PHOTO]

                        Rittenhouse Circle Looking North
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF SUBJECT PROPERTY ............................................   1
      INTRODUCTION .........................................................   1
      Identification of Property ...........................................   1
      Property Ownership and Recent History ................................   1
      Purpose and Intended Use of the Appraisal ............................   1
      Interest Appraised and Date of Value .................................   2
      Definitions of Value, Interest Appraised, and Other Pertinent Terms ..   2
      Legal Description ....................................................   3

REGIONAL ANALYSIS ..........................................................   4

MARKET ANALYSIS ............................................................   9

PROPERTY DESCRIPTION .......................................................  21
      Site Description .....................................................  21
      Improvements Description .............................................  22

REAL PROPERTY TAXES AND ASSESSMENTS ........................................  23

ZONING .....................................................................  25

HIGHEST AND BEST USE .......................................................  26

VALUATION PROCESS ..........................................................  28

SALES COMPARISON APPROACH ..................................................  30

INCOME CAPITALIZATION APPROACH .............................................  40

RECONCILIATION AND FINAL VALUE ESTIMATE ....................................  48

ASSUMPTIONS AND LIMITING CONDITIONS ........................................  50

CERTIFICATION OF APPRAISAL .................................................  52

ADDENDA ....................................................................  53
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      The subject of this appraisal is 180 and 155 Rittenhouse Circle at the
Keystone Industrial Park in Bristol Township, Bucks County, Pennsylvania. 180
Rittenhouse Circle consists of a vacant single story, single user light
industrial building that contains 60,000 square feet on a 4.79+/- acre parcel of
land, while 155 Rittenhouse Drive consists of a single story, single user office
building of 22,500 square feet situated upon a 3.01+/- acre parcel of land. Both
buildings were in average to good condition at the time of the inspection.

Property Ownership and Recent History

      Both buildings are title to Bell Atlantic Properties and were purchased on
separate occasions. No transfers have occurred within the last ten years. We
have reason to believe that the property may now be under contract of sale.
However, after discussing the matter with the owner, we have been unable to
obtain any details of the pending transaction. The present owner considers this
information to be confidential and was not willing to provide details for our
analysis. 180 Rittenhouse Circle was vacant at the time of the inspection, while
155 Rittenhouse Circle was entirely leased. The terms of that lease are
presented as follows:

================================================================================
Location                       Tenant            Term             Rental Rate
- --------------------------------------------------------------------------------
155 Rittenhouse Circle      Jones Apparel      7/95-6/00         7/95 $6.25 Net
                                                                 5/97 $6.50 Net
                                                                 5/98 $7.00 Net
================================================================================

Purpose and Intended Use of the Appraisal

      The purpose of this appraisal is to estimate the market value of the
appropriate fee simple/leased fee estate on July 1, 1997. This report is to
function as a supporting document in a proposed mortgage financing of the
subject property by our client Goldman Sachs Mortgage Company. Extent of the
Appraisal Process

      In the process of preparing this appraisal, we:

      o     Inspected the interior and exterior of each of the subject buildings
            and the site improvements with Peter Corcoran, the property manager.

      o     Interviewed Peter Corcoran of the property management company.

      o     Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            manager.

      o     Reviewed a detailed history of income and expense and a budget
            forecast for the past three years including the budget for planned
            capital expenditures and repairs.

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files.

================================================================================


                                   -1- 
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      o     Prepared an estimate of income and expenses for the development of a
            discounted cash flow analysis. 

            Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, and capitalization rates.
            This process involved telephone interviews with sellers, buyers
            and/or cooperating brokers. (See detailed sales write-ups in Addenda
            for more complete information on the verification process.)

      o     Prepared Sales Comparison and Income Capitalization Approaches to
            value.

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on May 28,
1997.

Property Rights Appraised

      For the property at 180 Rittenhouse Circle, we have appraised the fee
simple estate while for 155 Rittenhouse Circle, we appraised the leased fee
estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

================================================================================


                                       -2-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market". Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal. Due to the demand for real property
      like the subject, we estimate a reasonable Exposure Time to have been six
      months at the concluded opinion of value reported.

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

      Fee Simple

      Absolute ownership unencumbered by any other interest or estate; subject
      only to the limitations of eminent domain, escheat, police power, and
      taxation.

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

      Legal Description

      The property is legally identified by the Bucks County Assessor's Office,
as Lots 44 (180 Rittenhouse Circle) and 53 (155 Rittenhouse Circle) contained
within Block 023. We have not been provided with the metes and bounds legal
description of this site, therefore, none is exhibited.

================================================================================


                                       -3-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Philadelphia Metropolitan Area

      The subject property is located on the northern side of the Philadelphia
Metropolitan Area in Bucks County, Pennsylvania. The Philadelphia Metropolitan
Area, itself, encompasses over 3,500 square miles through the counties
immediately surrounding the city in both Pennsylvania and New Jersey. The
greater metropolitan area is actually part of a larger economic and geographic
entity known as the Delaware Valley, which extends from Trenton, New Jersey at
the north to Wilmington, Delaware at the south. The Delaware Valley is a closely
integrated market which pervades the many political subdivisions incorporated in
it.

Population

      According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
about five million represents a .7 percent increase over that counted in 1990.
The statistics indicated population growth in the suburban counties surrounding
Philadelphia, with a decline in the city itself. The current population of Bucks
County is reported to be about 570.6, an increase of approximately 5.4 percent
since 1990. These statistics are significant in that demographers believe
population growth is directly tied to employment growth.

================================================================================
                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (In Thousands)
================================================================================
           County              1980       1990    (delta)       1995    (delta)
================================================================================
Bucks                         483.8      541.2    + 11.9%      570.6     + 5.4%
- --------------------------------------------------------------------------------
Chester                       320.1      376.4    + 17.6%      399.7     + 6.2%
- --------------------------------------------------------------------------------
Delaware                      552.2      547.7     - 0.8%      548.2     +  .1%
- --------------------------------------------------------------------------------
Montgomery                    644.6      678.1     + 5.2%      703.2     + 3.7%
- --------------------------------------------------------------------------------
Philadelphia                1,668.2    1,585.6     - 5.0%    1,521.5     - 4.0%
- --------------------------------------------------------------------------------
Burlington                    366.0      395.1     + 8.0%      400.8     + 1.4%
- --------------------------------------------------------------------------------
Camden                        472.8      502.8     + 6.4%      506.6     +  .8%
- --------------------------------------------------------------------------------
Gloucester                    202.1      230.1    + 13.9%      243.1     + 5.7%
- --------------------------------------------------------------------------------
Salem                          65.0       65.3     + 0.5%       64.6     - 1.1%
================================================================================
Total Metropolitan Area     4,774.8    4,922.3     + 3.1%    4,958.3     +  .7%
================================================================================
Source: U.S. Census Bureau
================================================================================

Employment

      The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 33 percent of the region's 2.15+/-
million in the wage and salary workforce is now employed in the service
industries, as contrasted with the approximate 15 percent employed in
manufacturing. Furthermore, another 22 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.

================================================================================


                                       -4-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

                         Philadelphia Metropolitan Area
                          January Employment Statistics
                                 (In Thousands)
<TABLE>
<CAPTION>
=====================================================================================================
      Industry Classification                  1990         1995    (delta)        1997       (delta)
=====================================================================================================
<S>                                          <C>          <C>        <C>         <C>           <C> 
Manufacturing                                 358.6        311.8     -2.6%        305.6        -2.0%
Construction & Mining                          95.4         73.9     +6.0%         73.2        -1.0%
Transportation, Communication & Utilities      99.0        104.5     +3.3%        104.7        +1.9%
Wholesale & Retail Trades                     508.0        482.8     -2.3%        494.6        +2.4%
Finance, Insurance & Real Estate              167.6        155.1     -1.3%        154.2        -0.6%
Services                                      659.1        717.5     +4.3%        765.4        +6.7%
Government                                    308.4        303.3     +0.6%        298.7        -1.5%
                                            --------------------------------------------------------
Total Wage & Salary Employment              2,196.1      2,148.9     +0.8%      2,196.4        +2.2%
                                            ========================================================
Total Civilian Labor Force                  2,409.0      2,397.6     -0.9%      2,450.3        +2.2%
                                            ========================================================
Unemployment                                  114.1        143.5                  123.3
Unemployment Rate                              4.7%         6.0%                   5.0%
=====================================================================================================
Source: Pennsylvania Department of Labor and Industry
=====================================================================================================
</TABLE>

      According to statistics prepared by the Pennsylvania Department of
Industry and Labor, wage and salary employment in the Philadelphia Metropolitan
Area increased by 47,500 jobs or 2.2 percent between 1995 and 1997.
Additionally, the total civilian labor force which includes wage and salary
employment plus those who are self-employed increased by 52,700 workers. As can
be seen, a vast majority of this growth in employment is in the service
industries and the wholesale and retail trades.

      The state Department of Industry and Labor reports that, within the
service industries, business services, particularly temporary help agencies and
accounting firms, led this employment classification with a growth of 27,900
jobs created since 1992. Second place goes to medical services with 12,600 new
jobs created in the Philadelphia Metropolitan Area over the past four years.
Private sector education was third growing by 19,900 jobs. A listing of the ten
largest employers in Bucks County alone bears out this observation. Note that
the total civilian labor force, which includes self-employed, has generally
remained the same since 1990. Wage and salary positions, though, have declined
somewhat.

================================================================================


                                      -5-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
====================================================================================================
                          Largest Non-Public Employers
                                  Bucks County
- ----------------------------------------------------------------------------------------------------
           Employer                       Local Employees                 Product or Service
====================================================================================================
<S>                                            <C>                <C>                               
Rohm and Haas Delaware Valley, Inc.            1,498              Chemicals; Engineering; Research
- ----------------------------------------------------------------------------------------------------
Charming Shops, Inc.                           1,000              Women's Apparel
- ----------------------------------------------------------------------------------------------------
USX Corp., Fairless Works                        975              Steel Operations
- ----------------------------------------------------------------------------------------------------
Woods Services                                   949              Residential Hospice
- ----------------------------------------------------------------------------------------------------
Union Fidelity Life Insurance Co.                933              Insurance
- ----------------------------------------------------------------------------------------------------
St. Mary Hospital                                915              Health Care; Rehabilitation Center
- ----------------------------------------------------------------------------------------------------
Independence Bancorp, Inc.                       757              Banking
- ----------------------------------------------------------------------------------------------------
Betz Laboratories, Inc.                          753              Engineered Chemical Treatment
- ----------------------------------------------------------------------------------------------------
Ametek, Inc.                                     718              Engineered Materials
- ----------------------------------------------------------------------------------------------------
Lower Bucks Hospital                             700              Community Hospital
====================================================================================================
Source: Philadelphia Business Journal                     
====================================================================================================
</TABLE>

      According to the Pennsylvania Department of Labor and Industry, the April
1997 unemployment rate in the nine county Philadelphia Metropolitan Area was 4.9
percent. This compares favorably to 5.3 percent for the Commonwealth of
Pennsylvania and 4.8 percent for the nation as a whole. Over the last twelve
months, unemployment within the Philadelphia Metropolitan Area has declined
slightly from 5.2 percent.

Income

      The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$44,815. Throughout the region, it is estimated that 11.4 percent of the 1.8
million households have an effective buying income under $20,000 annually. For
the entire metropolitan area, 43.9 percent of households have yearly EBI in
excess of $50,000. Bucks County has the fourth highest current median household
income level in the Metropolitan Area at $53,117 per dwelling unit.

================================================================================


                                       -6-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                                Income Statistics
                         Philadelphia Metropolitan Area
================================================================================
                                     Effective Buying
    County         Households      Income (In Thousands)  Median Household EBI
================================================================================
Bucks               201,200            $12,262,322               $53,117
- --------------------------------------------------------------------------------
Chester             141,500              9,721,125                56,581
- --------------------------------------------------------------------------------
Delaware            202,700             11,060,641                45,572
- --------------------------------------------------------------------------------
Montgomery          267,400             18,535,055                54,711
- --------------------------------------------------------------------------------
Philadelphia        577,300             22,803,611                31,682
- --------------------------------------------------------------------------------
Burlington          139,900              7,995,281                49,379
- --------------------------------------------------------------------------------
Camden              179,200              9,980,971                47,387
- --------------------------------------------------------------------------------
Gloucester           83,100              4,672,913                51,405
- --------------------------------------------------------------------------------
Salem                23,700              1,195,590                45,095
================================================================================
Total             1,816,000            $98,227,509               $44,815
================================================================================
Source: Sales & Marketing Management
================================================================================

Retail Sales

      Retail sales in the Philadelphia Metropolitan Area are currently estimated
to exceed $44 billion annually. The Philadelphia area ranked fifth nationally
behind Chicago, Los Angeles, New York and Washington, D.C. in total retail sales
for 1995, the last year for which statistics are currently available. Retail
sales in this metropolitan area have increased at a compound annual rate of 4.0
percent since 1990. Within Bucks County, annual retail sales for 1995 were
estimated to be $6.7 billion, which were 3.7 percent over the previous year
sales. Since 1990, retail sales in Bucks County have increased at an annual
compound rate of 6.1 percent.

================================================================================
                                  Retail Sales
                 Philadelphia Metropolitan Area and Bucks County
                                 (In Thousands)
================================================================================
                  Metropolitan
      Year        Philadelphia        (delta)       Bucks County     (delta)
================================================================================
      1990        $36,033,312          + 0.6%        $4,962,012        -2.7%
- --------------------------------------------------------------------------------
      1991        $35,120,446          - 2.5%        $4,958,338        -0.1%
- --------------------------------------------------------------------------------
      1992        $39,811,716          +12.2%        $5,843,542       +17.9%
- --------------------------------------------------------------------------------
      1993        $40,858,286          + 2.6%        $6,255,303        +7.0%
- --------------------------------------------------------------------------------
      1994        $43,480,561           +6.4%        $6,423,095        +2.7%
- --------------------------------------------------------------------------------
      1995        $44,309,612           +1.9%        $6,663,133        +3.7%
- --------------------------------------------------------------------------------
Compound Annual Change                 + 4.0%                          +6.1%
================================================================================
Source: Sales & Marketing Management 1990-1995
================================================================================

================================================================================


                                       -7-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Linkages

      The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

      The central core of this metropolitan area, the City of Philadelphia,
continues to experience a fiscal crisis precipitated by a diminishing tax base
and the increased need for new and costly municipal services. However, the
current administration and council are now cooperating to promote fiscal
responsibility which the first operating surplus in years. On the other hand,
the surrounding suburban counties have been the focus of the region's population
and job growth over the last decade. This trend is expected to continue into the
next century.

      Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that the
opportunities for low cost start-up companies are less. Fortunately, the
patchwork of existing small to mid-sized companies in the Philadelphia
Metropolitan Area should protect this region from the severe economic shocks
seen in many single industry towns.

      Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate market is exhibiting some
optimism as availabilities are absorbed through the current economic expansion.
It is our conclusion that the long term trends of the region should eventually
exert positive influences on the values of well located and well designed real
property.

================================================================================


                                       -8-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

Location Overview

      The subject property is situated in Bristol Township, in an area more
commonly referred to as Lower Bucks County, Pennsylvania. Bristol Township lies
approximately eight miles north of the Philadelphia city limits. According to
the 1990 Census, 57,129 people currently reside in the township, which is a 3
percent decrease from the 1980 Census. Bristol Township is characterized by a
mix of industrial, residential and commercial land uses, and has been
substantially developed for years. Industrial development is centered in "campus
settings" along major highways. Typical of these are the Keystone Business Park,
Edgely Industrial Park and Expressway 95 Industrial Park.

      The area immediately surrounding and directly influencing the subject
property is characterized by industrial development in the Keystone Industrial
Park. The park consists of is a 400 acre, non-offensive
manufacturing/assembly/distribution industrial center which was begun in the
early 1970's. The park benefits from a location adjacent to Interstate 95 and is
in close proximity to Interchange 29 of the Pennsylvania Turnpike. Keystone
Business Center, which situated directly across Ford Road, is a smaller
development within the confines of Keystone Industrial Park. Prominent
tenants/owners having facilities within the park include Kinney Wall Coverings,
Ferag, Hosiery Corp of America, Clopay, Scanforms, Rolm, and Jones Apparel
Group.

Industrial Market Overview

Industrial real estate is typically segregated into three basic classifications
for analytical purposes: warehouse/distribution, manufacturing and flex/research
and development. Warehouse/distribution facilities have high ceilings and an
abundance of tailgate loading, while manufacturing facilities are designed with
heavy power and a more substantial structural frame plus reinforced flooring to
accommodate machinery. A nominal amount of office space is included within the
demised area of both types, usually five to ten percent.

      There has evolved a distinct submarket for single story facilities which
can be completely finished as office space or laboratory space should the
occupant elect to do so. These "flex" buildings or research and development
facilities additionally differentiate themselves in the marketplace by offering
lower ceiling heights than typically found in the traditional industrial
property, limited loading, many times air conditioning throughout, and a
generally higher quality of construction. The term "flex" signifies that the
building's overall design is flexible in accommodating users with needs of
between ten percent and 100 percent of the demised area finished as office area
or laboratories. The following points summarize major recent trends in the local
industrial market surrounding the subject property:

      In the current real estate market, warehouse/distribution facilities are a
preferred commodity. Competition from cheaper foreign made products is strong so
that the market for manufacturing space is expected to remain in the doldrums
for some time to come. The market for flex/research and development space is
dependent research frequently funded by the federal government, particularly
defense spending; the specialization of much of the construction which goes into
these facilities creates built-in functional obsolescence, thereby increasing
the risks of ownership since retrofit can be very costly.

================================================================================


                                      -9-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Metropolitan Philadelphia Industrial Market

      It is estimated that the industrial real estate market of the Philadelphia
Metropolitan Area contains approximately 300 million square feet. Of this total,
about 130 million square feet are located in the four suburban counties which
are adjacent to the City of Philadelphia on the Pennsylvania side of the
Delaware River, while another 70 million are situated in the three surrounding
counties on the New Jersey side. The remaining 100 million square feet of this
inventory may be found within the City of Philadelphia, itself.

      As of 1st Quarter 1997 the vacancy rate in the industrial market of the
Philadelphia Metropolitan Area was estimated by the Market Research Development
of Cushman & Wakefield to be 11.6 percent. This estimate indicates a modest
change since Year-End 1996 when the overall vacancy rate was 12.9 percent.
Although vastly improved since 1992 when vacancy peaked at 18.9%, it remains
above the low of 9.9% set in 1989. The following chart details vacancy rates in
this marketplace over the last seven and one-quarter years.

================================================================================
                                  Vacancy Rates
                          Industrial Real Estate Market
                         Philadelphia Metropolitan Area
================================================================================
                   Metropolitan       City of          Suburban        Suburban
      Date         Philadelphia     Philadelphia     Pennsylvania     New Jersey
================================================================================
1st Quarter 1997      11.6%             9.4%            17.3%              15%
- --------------------------------------------------------------------------------
      1996            12.9%            11.1%            16.6%            10.0%
- --------------------------------------------------------------------------------
      1995            12.8%            11.8%            14.7%            10.8%
- --------------------------------------------------------------------------------
      1994            14.2%            13.5%            17.6%             8.9%
- --------------------------------------------------------------------------------
      1993            17.7%            19.5%            18.9%            12.9%
- --------------------------------------------------------------------------------
      1992            18.9%            22.0%            18.2%            15.8%
- --------------------------------------------------------------------------------
      1991            17.9%            16.3%            19.9%            16.3%
- --------------------------------------------------------------------------------
      1990            13.3%            11.3%            14.9%            13.2%
================================================================================
                
      At the end of the 1st Quarter 1997, there were approximately 34.9 million
square feet of available industrial space in this metropolitan area. This figure
was reduced from the year end 1996 availability of 38.6 million with the most
significant absorption found in warehouse/distribution space. However, the
majority of vacancy is still found in warehouse space. The following chart
summarizes availability in the industrial real estate market of the Philadelphia
Metropolitan Area by product type.

================================================================================


                                      -10-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                        Industrial Market Availabilities
                         Philadelphia Metropolitan Area
                               First Quarter 1997
================================================================================
                        Metropolitan      City of        Suburban     Suburban
 Type of Space          Philadelphia    Philadelphia   Pennsylvania  New Jersey
================================================================================
Manufacturing              8,589,925      3,426,616      3,593,897    1,569,412
- --------------------------------------------------------------------------------
Warehouse                 19,163,901      5,507,134      9,492,403    4,164,364
- --------------------------------------------------------------------------------
High-Tech                  1,370,548        244,000      1,086,428       40,120
- --------------------------------------------------------------------------------
Office Service Center        689,640         43,000        447,568      199,072
- --------------------------------------------------------------------------------
Flex/Other                 5,115,759        210,184      3,887,062    1,018,513
================================================================================
        TOTALS            34,929,773      9,430,934     18,507,358    6,991,481
================================================================================

      By location, the subject property, 180 Rittenhouse Circle competes in the
Suburban Philadelphia Submarket. There are approximately 18.5 million square
feet of industrial space now available in this submarket which represents a
vacancy rate of 15.8 percent. On an overall basis, vacancy in suburban
Philadelphia increased 100 basis points from Year-End 1995. While the vacancy
rate is high, it should be mentioned that older, functionally obsolete buildings
with little demand are included in the available space.

<TABLE>
<CAPTION>
========================================================================================================
                           Industrial Market Activity
                             Suburban Philadelphia
                               First Quarter 1997
========================================================================================================
                                                                                          Year-End Total
      Year              Leasing Activity       Sales Activity         Total Activity      Availabilities
========================================================================================================
<C>                     <C>                   <C>                    <C>                  <C>       
1st Quarter 1997          685,547 sf           1,349,138 sf           2,034,685 sf              NA
- --------------------------------------------------------------------------------------------------------
       1996             3,865,910 sf           2,422,132 sf           6,288,042 sf         20,546,050 sf
- --------------------------------------------------------------------------------------------------------
       1995             4,100,725 sf           3,643,244 sf           7,743,969 sf         19,089,320 sf
- --------------------------------------------------------------------------------------------------------
       1994             6,928,000 sf           1,681,000 sf           8,609,000 sf         22,934,000 sf
- --------------------------------------------------------------------------------------------------------
       1993             5,933,000 sf           2,646,000 sf           8,579,000 sf         24,552,000 sf
- --------------------------------------------------------------------------------------------------------
       1992             4,042,000 sf           1,617,000 sf           5,659,000 sf         23,706,000 sf
- --------------------------------------------------------------------------------------------------------
       1991             3,893,000 sf           1,222,000 sf           5,115,000 sf         25,866,000 sf
- --------------------------------------------------------------------------------------------------------
       1990             3,998,000 sf             669,000 sf           4,667,000 sf         19,370,000 sf
- --------------------------------------------------------------------------------------------------------
       1989             6,487,000 sf           1,286,000 sf           7,773,000 sf         12,800,000 sf
========================================================================================================
</TABLE>

      During the first quarter 1997, the suburban Philadelphia market,
consisting of Montgomery, Bucks, Chester and Delaware counties, accounted for
over 70 percent of all sales and leasing activity for the entire Philadelphia
metropolitan area. The largest amount of activity is occurring in Montgomery
County, followed by Bucks, Delaware, and Chester Counties. In terms of overall
vacancy, Bucks County followed only Montgomery County which was estimated to be
15.7 percent. The following is a summary of relevant statistics for the suburban
Philadelphia market as of 1st Quarter 1997.

================================================================================


                                      -11-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                           Industrial Market Activity
                             Suburban Philadelphia
                               First Quarter 1997
================================================================================
County            Estimated         Estimated    Sales Activity      Leasing
                  Inventory    Overall Vacancy                      Activity
================================================================================
Montgomery      40,000,000 sf        17.5%         734,446 sf       331,000 sf
- --------------------------------------------------------------------------------
Bucks           37,000,000 sf        15.7%          80,000 sf       113,625 sf
- --------------------------------------------------------------------------------
Chester         25,000,000 sf         9.8%          30,000 sf       159,833 sf
- --------------------------------------------------------------------------------
Delaware        28,000,000 sf        12.3%          72,040 sf        80,664 sf
================================================================================

      During the first quarter 1997, Bucks County accounted for 17 percent of
all leasing activity in suburban Philadelphia. Moreover, leasing activity in
Bucks County in 1996 was slightly below the leasing activity of 1995. Sales
activity reported in Bucks County in the first quarter 1997 accounted for only 6
percent of all sales activity in Suburban Philadelphia. Most of the activity in
Bucks occurred in warehouse/distribution space. Understandably, the demand for
manufacturing space is less as our economy is no longer based in that sector.

================================================================================
                             Annual Leasing Activity
                          Industrial Real Estate Market
                           Bucks County, Pennsylvania
================================================================================
      Year             Warehouse    Manufacturing        Flex          Total
================================================================================
1st Quarter 1997       101,625         12,000             -0-         113,625 sf
- --------------------------------------------------------------------------------
      1996           1,113,650 sf     208,785 sf       67,765 sf    1,390,200 sf
- --------------------------------------------------------------------------------
      1995           1,046,000 sf     217,000 sf      197,000 sf    1,460,000 sf
- --------------------------------------------------------------------------------
      1994           1,476,000 sf     231,000 sf      214,000 sf    1,921,000 sf
- --------------------------------------------------------------------------------
      1993           1,353,000 sf     148,000 sf      264,000 sf    1,765,000 sf
- --------------------------------------------------------------------------------
      1992             721,000 sf     251,000 sf      220,000 sf    1,192,000 sf
- --------------------------------------------------------------------------------
      1992             778,000 sf      78,000 sf      143,000 sf    1,000,000 s
- --------------------------------------------------------------------------------
      1990             947,000 sf     260,000 sf      269,000 sf    1,475,000 sf
================================================================================

      As indicated on the following chart, total sales in Bucks County were
approximately 906,000 square feet during 1995, up considerably from the 388,000
square feet sold in 1994. Moreover, Year-End 1996 figures report an increase in
sales activity from 1995, with the majority of the activity within the
manufacturing sector.

================================================================================


                                      -12-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                              Annual Sales Activity
                          Industrial Real Estate Market
                           Bucks County, Pennsylvania
================================================================================
      Year             Warehouse    Manufacturing        Flex          Total
================================================================================
1st Quarter 1997        80,000 sf         -0-             -0-          80,000 sf
- --------------------------------------------------------------------------------
      1996             297,772 sf     566,864 sf      140,000 sf    1,005,304 sf
- --------------------------------------------------------------------------------
      1995             224,000 sf     682,000 sf          -0-         906,000 sf
- --------------------------------------------------------------------------------
      1994             337,000 sf      20,000 sf       31,000 sf      388,000 sf
- --------------------------------------------------------------------------------
      1993             378,000 sf     238,000 sf       74,000 sf      690,000 sf
- --------------------------------------------------------------------------------
      1992             463,000 sf     180,000 sf       66,000 sf      709,000 sf
- --------------------------------------------------------------------------------
      1991             243,000 sf         -0-          82,000 sf      325,000 sf
- --------------------------------------------------------------------------------
      1990             118,000 sf      54,000 sf          -0-         172,000 sf
================================================================================

Rental Rates

      The directed weighted average rental rate for industrial space in the
Lower Bucks County submarket was reported at the end of the First Quarter 1997
to be $3.69 per square foot of net rentable building area. on a net basis. This
average rental rate represents a 3.65 percent increase over the year end 1996
average rental rate of $3.56 per square foot. As presented later in the Income
Capitalization Approach, a survey of light industrial building leases indicated
a range from $2.90 to $3.85 per square foot of rentable building area on a net
basis. These buildings varied in percentage of finish office area, ceiling
height and loading facilities.

      Based on the overall condition, functional utility and location of 180
Rittenhouse Circle, given the aforementioned competitive rental data, an
economic rental for the subject property was concluded to be $3.75 per square
foot of rentable building area on a net basis. This conclusion will be late
elaborated upon in the subsequent Income Capitalization Approach.

Conclusions

      180 Rittenhouse Circle located in the Keystone Industrial Park, within a
market accepted business campus in Lower Bucks County. The park is situated
within close proximity to highways and strong labor pool.

      From an investment standpoint, warehouse/distribution facilities occupied
by credit tenants on a long term basis are a preferred investment in the general
real estate market. Manufacturing facilities and flex buildings are not as
favored due to perceived additional risks of ownership.

      Finally, in suburban Philadelphia, the overall vacancy rate for industrial
space is 17.3 percent which is up from 16.6 percent at year end 1996. Vacancy in
Bucks County it self is estimated to be the second highest in Suburban
Philadelphia at the second quarter 1997. The available inventory includes older
functionally obsolete buildings with little demand. If these properties are
excluded from inventory, the true vacancy is less than indicated.

================================================================================


                                      -13-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

New construction is essentially limited to build-to-suit transactions which
will help to constrain the supply of the local market.

General Office Market Overview

      Office buildings, as an asset class, are attracting renewed interest from
investors in the current market. Many believe suburban office buildings offer
the greatest upside potential among the various property types. Prices for the
best quality suburban office buildings have increased due to buyer demand.

      In most suburban markets, office vacancies have declined reflecting the
expansions of small business. Most acknowledge that the market "bottomed-out" in
1995 and rents are now generally escalating. More recently, as buyer demand
pushes prices up, some investors are more willing to pay for "future" dollars,
when only 18 months ago purchase decisions were based solely on revenue in
place.

      The lack of new construction is also viewed as a positive in the office
market. Though firms are leasing less space per employee than ever before,
office building owners are now in a stronger negotiating position as demand
outpaces supply. Still, in most communities, there is plenty of land available
for new competition.

      The job growth which is occurring now comes from small and mid-sized
technologically sophisticated firms. These, more than most, seek suburban
locations which are close to their employees. By moving closer to their
employees, commuting time is less which, some say, creates a more productive
workforce. Frequently, occupancy costs are lower in the suburbs than in the
urban core which translates back into corporate profitability. The subject
property benefits from such trends, particularly due to its location outside the
Philadelphia city limits.

      155 Rittenhouse Circle share in these macro-market observations and
trends. More importantly, the subject competes in its own micro-market for
tenants, users and ultimately, investment returns. The following is a detailed
description of this local marketplace.

Southern Bucks County Market Supply

      The subject property, 155 Rittenhouse Circle, competes for tenants in what
Cushman & Wakefield designates the Southern Bucks County submarket area of the
northern suburbs of Philadelphia. There are approximately 2.6 million square
feet of existing commercial office space in the Southern Bucks County
marketplace. The following chart is an overview of this marketplace as of the
1st Quarter 1997.

================================================================================


                                      -14-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                             Office Market Overview
                               Lower Bucks County
                                 March 30, 1997
================================================================================
Class of Space    Total Rentable Area    Total Area Available      Vacancy Rate
================================================================================
      A                1,527,169 SF             180,285 SF              11.8%
      B                1,064,107 SF             115,747 SF              10.9%
                  --------------------------------------------------------------
Total Inventory        2,591,276 SF             296,032 SF              11.4%
================================================================================

      As of March 30, 1997, total vacancy in this marketplace was reported to be
approximately 11.4 percent, slightly up from year end 1996, however
substantially down from a high of 17.9 percent during 1995. In any type of
market, there must be an inventory of goods maintained in order to satisfy
demand. Within the commercial office market, some space must be maintained at
all times to accommodate the constant shifting of tenants.

      A shortage in available inventory is indicated in the market when there is
a discernible lack of prime contiguous office space for larger users. Under
these conditions, new construction is stimulated. At present, there are no
projects under construction in Lower Bucks County. Land does exist in this
marketplace for new competition. However, financing requirements continue to be
stringent which will curtail rampant, speculative development. Without a
financially responsible lead tenant or user, construction and permanent
financing is unobtainable at this time.

      Over the last 15 months, the vacancy rate in the Lower Bucks County
marketplace has declined from 17.9 percent at the end of 1995 down to a first
quarter 1997 level of 11.4 percent. This significant decrease is attributable to
the recent rate of absorption. Interestingly, the vacancy that does exist in
this market is concentrated in the average and below average buildings. Older,
lesser quality office space cannot compare against newer, functional buildings.
The aggregate amount of these spaces is such that many analysts are now
suggesting structural vacancy to be well above the conventional five percent
utilized in past years. On a relative basis, most of the vacancy in the current
market is in the older lesser grades of space. The following chart summarizes
overall vacancy and total availabilities in the local market since year end
1993.

================================================================================


                                      -15-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                    Office Market Vacancy and Availabilities
                               Lower Bucks County
================================================================================
       Period                  Space Available                  Vacancy Rate
================================================================================
 1st Quarter 1997                 296,032 SF                        11.4%
  Year End 1996                   277,248 SF                        10.7%
  Year End 1995                   460,507 SF                        17.9%
  Year End 1994                   616,113 SF                        22.7%
  Year End 1993                   462,570 SF                        18.5%
================================================================================

      There are no formal plans for additions to inventory at this time in the
Lower Bucks County market. Additionally, there are only four blocks of
contiguous space equal to 20,000 square feet or greater in the market area, one
of which is significantly inferior space. Besides those cited, a major user has
no alternative but to consider a build-to-suit transaction. Considering the
current cost of construction relative to market rental rates, the basis is set
for a jump in rental rates though the timing of such an event is unclear.
Nonetheless, this is a positive market influence on existing office product like
the subject property.

Market Demand

      Market demand for office space is primarily measured by absorption
statistics. Demand for office space in the Lower Bucks County market has
historically come from the movement of users outward from within the City of
Philadelphia and from the formation of new high tech/service oriented
businesses. Over the last two years, absorption of office space in this market
has been averaging 23,350+/- square feet per quarter or 93,400+/- square feet
annually. Leasing activity has essentially maintained itself at something
approximating an average of 47,000 square feet per quarter or 188,000 square
feet per annum. However, in First Quarter 1997, leasing activity has reached
only 25,518 square feet, while absorption has surpassed historical trends at
31,216 square feet.

================================================================================
                      Office Market Absorption and Leasing
                               Lower Bucks County
================================================================================
       Period                       Absorption                      Leasing
================================================================================
 1st Quarter, 1997                  31,216 SF                     25,518 SF
  Year End, 1996                   228,043 SF                    184,477 SF
  Year End, 1995                   115,174 SF                    186,593 SF
  Year End 1994                    -42,324 SF                    226,511 SF
  Year End 1993                     75,995 SF                    140,703 SF
================================================================================

================================================================================


                                      -16-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis

      From an overall market perspective, absorption statistics are highly
indicative of long term growth or decline. Among the various properties which
compete for tenants, leasing activity serves as an indication of movement around
a specific marketplace. Where absorption is the net change in occupied space
over a period of time, leasing is the sum of all completed transactions in a
given time period. Leasing statistics are an important consideration in an
office market analysis as they can show the amount of continued interest in a
specific marketplace and product type. Typically, new construction benefits in a
market with strong leasing statistics as tenants "trade-up" to the latest
buildings from older complexes.

      Office occupancies are now being affected by American business' need to
compete globally and an application of new technologies to the way white collar
employment is conducted. In order to compete, many corporations are downsizing
their operations, forcing fewer employees to do more in less space. Also,
technologies like portable phone systems and voice mail enable many to work for
extended periods outside their base of operations. Many of these new jobs are
frequently held by workers who can perform their services from home offices,
clients' offices or under "hoteling" arrangements.

      Given current market dynamics, it would appear that new office space will
be needed in the next few years. This, of course, bodes well for current
investors with the patience and wherewithal to wait for that expected turn of
events. With anticipated demand, and the obsolescence in most of the existing
Class B space, it would appear that upside potential exists in well located and
functionally designed office properties like the subject. We note, however, that
discipline will need to continue among financiers of such projects or a return
to the economic bust of the late Eighties will result.

Rental Rates

      The average face rental rate for Class A office space in the Lower Bucks
County marketplace at the end of the First Quarter of 1997 was $20.53 per square
foot of rentable building area on a full service basis. This level has increased
from the year end 1996 average rental of $18.96 per square foot of rentable
area. With the Class A segment tightening, the Class B segment witnessed a
phenomenal increase in quoted rates. In the local marketplace, Class B space
leases at an approximate 17 percent discount from Class A space. The following
is a presentation of average face office rental rates in this market since year
end 1993.

================================================================================


                                      -17-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

<TABLE>
<CAPTION>
====================================================================================================
                                   Average Face Office Rental Rates
                                          Full Service Basis
                                     Lower Bucks County Market
====================================================================================================
                        Average                    Average
   Period Ending        Class A       Change       Class B        (delta)         CPI       (delta)  
                         Rent                       Rent
====================================================================================================
<S>                   <C>            <C>         <C>              <C>           <C>         <C>
  1st Quarter 1997    $20.53/SF       +8.2%       $17.02/SF        +1.73%        166.0       +.5%
  Year End 1996       $18.96/SF       +3.7%       $16.73/SF       +11.16%        165.1       +2.9%
  Year End 1995       $18.28/SF       -3.7%       $15.05/SF         -1.1%        160.3       +2.4%
  Year End 1994       $18.98/SF       -0.3%       $15.22/SF         +1.4%        156.6       +2.7%
  Year End 1993       $19.04/SF                   $15.01/SF                      152.5       
====================================================================================================
Compound Annual Rate:                +1.78%                         +3.0%                   +2.01%
====================================================================================================
</TABLE>

      As can be seen from this presentation, the average rental rate for Class A
office space in the Lower Bucks County marketplace has remained relatively
stable since 1993 but has increased by 8.2 percent over the past three months.
By comparison, the region's Consumer Price Index has increased at a compound
annual rate of 2.01 percent over the same time period. However, with the decline
in vacancy over the past year, market rents are now increasing at rates in
excess of inflation.

      Eventually, a tight Class A office market will precipitate new
construction. In order to economically justify construction, users must first be
willing to pay higher rents than are now being achieved in the competitive open
market. Again, this bodes well for well designed and well maintained real
property in both classes of office space.

Concessions

      Rent abatement had been a standard inducement to tenants during the late
Eighties and very early Nineties, but are now not frequently being granted. In
order to win new tenants, landlords had been paying for tenant requested office
finishes well over the standard work letter. In some instances, landlords were
also paying the tenants' moving charges, assuming the rental payments on the
tenants' existing leases, and even making cash bonus payments to the tenants in
order to entice them to a new project. Most of these types of concessions have
ceased though as capital for such items has all but effectively been removed
from the current market. While there are still instances of free rent being
quoted, the current trend is definitely toward effective rents.

================================================================================


                                      -18-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Tenant Improvements' Costs

      In the leasing of brand new professional office space, a building standard
for interior finishes is established. The standard work letter for brand new
first generation office space in suburban Philadelphia is approximately $20.00
to $25.00 per square foot of rentable area. In relet, second generation space
like the subject, however, the cost of tenant alterations is considerably less
as many materials can be recycled.

      The trend of the current marketplace, particularly in second generation
space, has been to work with what is in place. From ownership's perspective,
cash for tenant improvements is scarce so that avoiding demolition and
reconstruction costs is important. We are informed that tenants are also less
demanding in their space improvements needs in order to secure a more favorable
rental rate in these competitive times for American business.

      In general terms, a simple re-painting and re-carpeting and cleaning of
ceiling tiles can cost from $5.00 to $10.00 per square foot of rentable area.
When some demolition and reconstruction is necessary, tenant improvement costs
easily escalate to the $10.00 to $15.00 per square foot range. A complete
demolition and reconstruction of a major tenant area or full floor will cost
from $18.00 to $22.00 per square foot in the current market. In single story
office and office/flex space, these costs are less as significant partitioning
is not typically required. The amortization of these costs over the term of the
lease is expensive and will lower ownership's return.

Leasing Commissions

      The standard market practice for leasing commissions at office space in
suburban Philadelphia is six percent of the first year's negotiated rent, five
percent of the second, four percent of the third, and three percent of each
successive year's gross rent - all payable at initial occupancy. On a weighted
average basis for a five year lease, commissions would amount to 4.2 percent of
the aggregate rent negotiated. For a renewal, half that amount is customary but
open to negotiation between ownership and the brokerage community. In any event,
the cost of leasing commissions is an expense to ownership beyond the general
operations of the real estate.

Direct Competition

      Cushman & Wakefield identifies twelve office buildings and six flex
complexes, including the subject, which we believe directly compete for tenants
within this sub-market. This direct competition is summarized on the opposing
page. As can be seen from this presentation, there are approximately 360,780
square feet of office space in these eleven complexes. While there are numerous
commercial office buildings in Bucks County, these eleven directly compete due
to location, design and professional management. At the End of the First Quarter
1997, total vacancy at the competition was computed to be 11.0 percent which is
similar to the overall market vacancy rate of 11.7 percent and the Class A
vacancy rate of 11.5 percent.

================================================================================


                                      -19-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      As noted on the previous opposing page, the direct competition for office
space is now quoting rents ranging from $10.00 per square foot on a net basis
to $18.00 per square foot on a gross basis plus electric with a base year
expense stop. In terms of its overall design, 155 Rittenhouse Circle was
originally constructed in 1984 as an office/flex building and has subsequently
been converted to 100 percent office. As a result, the market would not view
the property as a traditional one story office building, but rather it would
compete with other office/flex buildings comprised of a high degree of office
finish. Being predominately a light industrial complex, Keystone Industrial Park
has not historically appealed to the office user. Thus, based on the overall
design, age and location of 155 Rittenhouse Circle, the existing contract rent
of $7.00, although below the aforementioned range of rates, appears to be
reasonable.

Conclusions

      In conclusion, the local rental market has improved over the past year
with overall vacancy in the Class A product type at 11.5 percent. During the
past 3 to 4 years, overall absorption has been positive, vacancy has declined
and rental rates have increased in the subject's marketplace. Concessions are
nil and work letters are diminishing in response to demand now over-reaching
supply.

      There is land available for future development like that found at the
subject in the Lower Bucks market. However, financing requirements continue to
be stringent which will curtail rampant, speculative development. Discipline
will need to continue among financiers of such projects, though, or a return to
the economic bust of the late Eighties will result.

      Suburban office buildings have become the prime real estate investment
again behind net leased warehouse/distribution facilities and apartment
complexes. Prices are appreciating due to renewed demand. All of these market
trends bode positively for the office portions of the subject property. With
efficient management and aggressive promotion, we believe the subject property
will continue to favorably compete in this market.


                                      -20-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

The Subject Property

      The subject of this appraisal is 180 and 155 Rittenhouse Circle at the
Keystone Industrial Campus in Bristol Township, Bucks County, Pennsylvania. The
property consists of two separately and distinct single story buildings. 180
Rittenhouse Circle consists of 60,000 square foot light industrial building
situated upon a 4.72+/- acre parcel of land, while 155 Rittenhouse Circle
consists of a 22,500+/- square foot single story office building situated on
3.01 acres. The following is a more detailed description of subject property.

Site Descriptions

      On the opposing page is a presentation of site specific characteristics
for the 2 parcels which comprise the subject property. In our appraisals of
these parcels, we did not receive nor review a soil report. However, we assume
that the soil's load-bearing capacity is sufficient to support all existing
structures and any which might eventually be constructed on the now vacant
parcels. The sites' drainage appears to be adequate.

      We were not given a title report to review. We do not know of any other
easements, encroachments or restrictions, other than normal utility easements,
that would adversely affect the sites' uses. However, we recommend a title
search to determine whether any adverse conditions exist.

      We were not given a Wetlands survey to review either. If subsequent
engineering data reveal the presence of regulated wetlands areas, it could
materially affect property value. We recommend a wetlands survey by a competent
engineering firm.

      According to Community Panel No. 420984-0005C National Flood Insurance
Rate Map, effective June 4, 1990, the subject property is located in Flood
Hazard Zone C. Zone C is an area which is not within a designated flood prone
area. Therefore, the subject property does not require flood hazard insurance.

      No evidence of toxic or hazardous substances were observed during our
inspection of the sites. However, we are not trained to perform technical
environmental inspections. A professional study is recommended for final
determination of any presence of toxic substances.

      Overall, the site at 180 Rittenhouse Circle is typical of business campus
development in the area, functionally adequate and well suited for that use.
Additionally, although the building coverage ratio at 155 Rittenhouse Circle is
slightly below what is typical in the marketplace, only nominal expansion is
possible. Thus, given the location of the property and the limited demand
element for office users, the practicality of such an expansion becomes
questionable.

================================================================================


                                      -21-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Descriptions of Improvements

      On the opposing page is a presentation of general physical characteristics
for the 2 buildings which are part of the subject property. The reader will note
that we have not made, nor are we qualified by training to make, a compliance
survey of the properties with the American with Disabilities Act (ADA). Since we
have not been provided with the results of a professional survey, we did not
consider possible non-compliance with the requirements of ADA in estimating the
value of the real estate.

      Additionally, we are not aware of any potentially hazardous materials
which may have been used in the construction of the improvements to the subject
site. Again, we are not qualified to detect such materials and urge the client
to employ an expert in the field to determine if any exist. Finally, no personal
property is included in our analysis of the subject property. The following
paragraphs describe specific important attributes for each building:

      180 Rittenhouse Circle - This industrial building is partitioned into a
      front office area and a rear devoted to warehouse production space. The
      office area, which is approximately 10 percent of the total building area,
      features carpeted floors, painted sheetrock walls and suspended acoustical
      tile ceilings with recessed fluorescent lighting. There is a ceramic tile
      lavatory in the office area and a small employee kitchen. Heating and
      cooling to office areas are provided by electrically fired roof-mounted
      units.

      The rear production area basically features painted exposed construction.
      Heat is supplied by gas fired suspended units and lighting is derived by
      suspended halon fixtures. There are men's and women's locker rooms in this
      space and a small "break; area as well. The building is sprinklered for
      fire protection and the loading docks have levelers with weather guards.

      It was reported by ownership that the roof requires replacement and will
      be completed within the next three months. Locationally, there are no
      deleterious influences emanating form outside this property which would
      create external obsolescence. Adequate on-site parking and turn-around
      areas are provided and low maintenance shrubbery and green areas present
      an aesthetic appeal to the building.

      155 Rittenhouse Circle - This is a one story office building that is 100
      percent occupied by a single tenant. The office areas feature carpeted
      floors, painted sheetrock walls and suspended acoustical tile ceilings
      with recessed fluorescent lighting. There is a ceramic tile lavatory and a
      small employee kitchen. Heating and cooling to office areas are provided
      by electrically fired roof-top units.

      Functionally, the floor plan is generally versatile with open areas at the
      perimeter and private offices to the center. Overall the condition was
      good. We note the roof had been replace within the last two years.
      Locationally, given that the Keystone Industrial Park is predominately
      industrial and has historically attracted industrial users and not office
      users, the overall desirability of the subject is limited. Adequate
      on-site parking and turn-around areas are provided and low maintenance
      shrubbery and green areas present an aesthetic appeal to the building.

================================================================================


                                      -22-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of Bucks County
Board of Assessment. Taxes are levied against all real and personal property in
this locale for the purpose of providing funding for the various municipalities.
The amount of ad valorem taxes is determined by the current assessed value for
the real and personal property, in conjunction with the total combined tax rates
of the taxing jurisdiction. In an effort to project the future tax liability for
the subject's real and personal property, we have reviewed both the present and
historical tax rates combined with a forecast of the assessments.

Tax Rates

      The following is a chart displaying the five and ten year trend in tax
rates levied by the above noted taxing jurisdictions:

================================================================================
                     Tax Rates Per $1,000 of Assessed Value
================================================================================
Taxing Authority       1987 Tax Rate         1992 Tax Rate        1997 Tax Rate
================================================================================
    County                  38.00               50.35                55.00
- --------------------------------------------------------------------------------
    Township                53.25               56.75                55.60
- --------------------------------------------------------------------------------
    School                 228.77              378.60               432.40
- --------------------------------------------------------------------------------
    Total                  320.02              485.70               543.00
================================================================================

      As the preceding chart indicates, the tax rates affecting the subject
property have increased by approximately 7.4 percent per year over the past five
years (since 1992), but only 1.4 percent per year over the past ten years (since
1987). Typically, over the long term, tax rates will mirror inflationary trends,
with average compound growth rates of 3.0 to 4.0 percent.

      Tax rates increase or decrease annually based upon changes in municipal
budgets and the total tax base. Again, over the longer term, tax rate increases
tend to mirror inflationary trends, except during periods of economic decline or
in fast growing areas where new services are required. With the likely
stabilization of real estate values and the tax base, we are of the opinion that
more normal increases in tax rates, of say 3.0 to 4.0 percent, will be the trend
over the intermediate term.

Tax Assessment

      The Bucks County Tax Assessors Office establishes the assessed value on
real property for all of the previously noted taxing jurisdictions. The 1997
assessment, as well as the historical assessments for 1995 and 1996, are as
follows:

================================================================================


                                      -23-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Real Property Taxes And Assessments
================================================================================

================================================================================
                            Historical Assessed Value
================================================================================
                             180 Rittenhouse Circle
================================================================================
                          1995                 1996                   1997
================================================================================
   Land                 $23,180              $23,180                $23,180
- --------------------------------------------------------------------------------
   Building             $59,290              $59,290                $59,290
- --------------------------------------------------------------------------------
   Total                $82,470              $82,470                $82,470
- --------------------------------------------------------------------------------
                             155 Rittenhouse Circle
================================================================================
                          1995                 1996                   1997
================================================================================
   Land                 $14,790              $14,790                $14,790
- --------------------------------------------------------------------------------
   Building             $62,430              $62,430                $62,430
- --------------------------------------------------------------------------------
   Total                $77,220              $77,220                $77,220
================================================================================

      As can be seen from the above charts, the 1995 through 1997 has tax
assessment for both properties has remained stable. In an effort to evaluate the
fairness of the subject's current assessed value and future prospects for a
change in the assessment, we have compared the assessment to estimated value of
the subject property as concluded in this report.

      According to the State Tax Equalization Board (STEB), the current
assessment-to-land ratio in Bucks County is 4.9 percent. Thus, the subject's
estimated assessment implies a market value, for tax purposes, of $1,683,000 for
180 Rittenhouse Circle and $1,576,000 for Rittenhouse Circle. Based upon our
subsequent value conclusion, it appears that both properties are over assessed
and an appeal for a reduction should be pursued.

================================================================================
                         Assessed Value Vs. Market Value
- --------------------------------------------------------------------------------
Location                     Assessed Market Value            C&W Market Value
- --------------------------------------------------------------------------------
180 Rittenhouse Circle             $1,683,000                    $1,575,000
155 Rittenhouse Circle             $1,576,000                    $1,250,000
================================================================================

Ad Valorem Tax Conclusions

      Applying the 1997 assessment for the subject to the total 1997 tax rate
results in a combined tax burden of $86,711 in that year as calculated in the
following chart.

================================================================================
                             180 Rittenhouse Circle
- --------------------------------------------------------------------------------
                         $82,470 x $0.543 = $44,781.21
================================================================================
                             155 Rittenhouse Circle
- --------------------------------------------------------------------------------
                         $77,220 x $0.543 = $41,930.23
================================================================================

      The above taxes have been paid for 1997.

================================================================================


                                      -24-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          ZONING
================================================================================

      The subject property is currently zoned PI- Planned Industrial by Bristol
Township. The use regulations in this zone permit a wide range of manufacturing
and warehousing activity as well as offices. Several accessory uses are also
permitted. The developmental requirements of this zone are summarized as
follows:

           ===========================================================
                             Bristol Township
                          PI- Planned Industrial
           -----------------------------------------------------------
           Minimum Lot Area                  2.0 acres
           -----------------------------------------------------------
           Minimum Lot Width                 175 feet
           -----------------------------------------------------------
           Maximum Floor Area Ratio          50 percent
           -----------------------------------------------------------
           Front Yard                        50 feet
           -----------------------------------------------------------
           Side Yard                         25 feet
           -----------------------------------------------------------
           Rear Yard                         50 feet
           -----------------------------------------------------------
           Maximum Building Height           35 ft.
           -----------------------------------------------------------
           On-Site Parking:                  Office - 1 space per 400
                                             square feet of area.
                                             Warehouse - 1 space
                                             per 1,000 square feet of
                                             area.
           ===========================================================

      We are not experts in the interpretation of complex zoning ordinances but
the property appears to be a conforming use based on our review of public
information. The determination of compliance is beyond the scope of a real
estate appraisal. We know of no deed restrictions, private or public that
further limit the subject property's use. The research required to determine
whether or not such restrictions exist, however, is beyond the scope of this
assignment. Deed restrictions are a legal matter and only a title examination by
an attorney or title company can usually uncover such restrictive covenants.
Thus, we recommend a title search to determine if any such restrictive do
exists.

================================================================================


                                      -25-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Physically Possible

      180 Rittenhouse Circle contains 4.72 acres of land, while 155 Rittenhouse
Circle contains 3.01 acres of land. The frontage, size and configuration of each
site is felt to provide a suitable land use and/or development potential for a
wide variety of possible planned industrial land uses. Public utilities would
adequately provide for nearly all uses. Street improvements are also adequate.

Legally Permissible

      The subject's zoning classification permits a wide range of manufacturing
and warehousing activity as well as offices. As previously mentioned, we are not
experts in the interpretation of complex zoning ordinances. Additionally, there
are no private restrictions which are known to adversely affect the utilization
of the land. Thus, a planned industrial utilization of the subject parcels is
legally permissible.

Financially Feasible

      The Regional Analysis section of this report presents demographic and
general economic trends which are now favorable for real estate ownership and
development. This is particularly true for the suburban communities surrounding
Philadelphia where population growth and employment creation are expected to
positively continue into the foreseeable future. In spite of this optimism, real
estate owners and investors must be cognizant of the fact that the region is
densely developed on a relative basis with a mature economy which serves to
limit opportunities. Thus, only those properties with a desirable location and
functional design are expected to out perform inflation in the general economy.

      In the local real estate market, occupancies among Class A office
properties are now the highest in several years with a moderate increase in
rental rates being achieved. Additionally, the industrial sector has witnessed a
steady decline in vacancies since reaching a peak of 18.2 percent in 1992.
Financing is now available when sufficiently supported by the credit of an owner
or major tenant. Considering the strength of the market, permitted uses by
zoning and the site's physical traits, it is our opinion that the highest and
best use of the land on a vacant basis is light industrial development.

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                                                            Highest and Best Use
================================================================================

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

Physical Considerations

      The subject site at 180 Rittenhouse Circle has been improved with a
60,000 square foot light industrial warehouse building that was to be in good
condition at the time of the inspection. The building has been vacant for
approximately one month, but actively marketed. The subject parcel at 155
Rittenhouse Circle has been improved with a 22,500 square foot one story office
building that was 100 percent occupied as of the date of this appraisal. Based
upon our observation, there are no apparent physical factors such as soils,
drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

Legal Considerations

      As previously stated, we are not experts in the interpretation of complex
zoning ordinances. However, based upon our review of public information, it
appears that the existing use and development of the subject have been accepted
by the local zoning officials. Thus, the subject parcels, as presently improved,
represents legal and conforming uses.

Financially Feasible

      As stated in the Market Analysis section of the report, vacancy levels
have generally remain stable within the past two years. In addition, sales
activity reported in Bucks County in 1996 was slightly above the sales activity
reported in 1995. Moreover, most of the activity in Bucks occurred in
warehouse/distribution space demonstrating the overall appeal of this building
sector. In addition, the local rental market has improved over the past year
with overall vacancy in the Class A office product type at 11.5 percent. During
the past 2 years, overall absorption has been positive, vacancy has declined,
and rental rates have increased in the subject's marketplace.

      Therefore, based on the subject's historical performance and the prospect
for continued growth, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the site as improved.

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                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent light industrial and one story office
            building sales within the subject marketplace which contain similar
            physical and economic characteristics to the subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the saleprice per square foot and extracted overall
            capitalization rates.

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office, and
            industrial uses.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

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                                                               Valuation Process
================================================================================

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

      o     Considered the type and reliability of the data used and
            applicability of each approach.

      o     Reconciled the approaches to a final value conclusion.

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                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, effective gross income
            multiplier, and overall capitalization rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

Analysis of Sales

      Over the past 12 months, the market has shown signs of improvement. Rents
have increased and concession packages have dissipated while positive net
absorption is taking place. In terms of the investment market, demand is
primarily being generated by institutional investors including several large
pension funds/European and Asian investors/opportunistic investors such as
Vulture Funds stimulated in an effort to capture "bottom of the market" sale
prices.

      The subject property consists of two separate parcels identified as 180
Rittenhouse Circle and 155 Rittenhouse Circle On the opposing page is a
presentation of the comparable property sales which were analyzed for the
valuation of 180 Rittenhouse Circle. The most widely-used and market-oriented
unit of comparison for properties such as the subject is the sales price per
square foot of building area. All comparable sales were analyzed on this basis.
Detail sheets describing these and all the sales employed in this analysis can
be found among the Addenda to this report.

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                                                       Sales Comparison Approach
================================================================================

180 Rittenhouse Circle

      This property is a 60,000 square foot single story warehouse on 4.72 acres
of land which was constructed circa 1980. The building was recently vacated and
is being actively marketed. On the date of inspection, the building was in good
condition having benefited from an on-going maintenance program. However,
ownership has informed the appriasers that a new roof is required on the
facility. This facility provides approximately 10 percent interior office
finishes on an overall basis and ceiling heights of 24 feet. The property
possesses good "curb appeal" and features good quality construction materials.
With regard to the market data assembled for this analysis, the following
comparisons are made:

      Comparable Property Sale #1 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leaseholds interests. Locationally, Sale #1 exhibits
      similar attributes as the subject.

      Physically, this property was in similar condition at the time of sale and
      also required a new roof. This building had 20 foot clear ceilings,
      similar loading facilities, a 12.5 percent finished interior and a
      land-to-building ratio of 3.17:1. Economically, Sale #1 was vacant at the
      time of conveyance. No non-realty items of property were reported to be
      included in the price. Based on the foregoing, a nominal adjustment to
      this comparable was deemed necessary.

      Comparable Property Sale #2 was also an arm's length transaction
      accomplished with market oriented financing. The conveyance took place
      approximately one year ago and did not involve any adverse leaseholds
      interests. The property was situated within a similarly planned industrial
      park as the subject property. Physically, this property was in good
      condition at the time of sale which is similar to the subject.
      Additionally, comparable sale #2 featured a higher degree of office
      finish; however its ceiling height was inferior to what is offered at the
      subject. Finally, in terms of physical attributes, the Comparable Sale
      included excess land able to accommodate an additional 15,000 square feet
      of building expansion. As a result, an overall negative adjustment was
      applied to this sale for physical attributes. Economically, Comparable
      Sale #2 was also vacant at the time of conveyance, however the building
      was much smaller than the subject property suggesting negative adjustment
      for economies of scale.

      We are informed that Comparable Property Sale #3 involved two unrelated
      parties and incorporated market oriented financing. The conveyance, which
      took place six months ago, did not involve any adverse leaseholds
      interests. Comparable Sale #3 is situated within a slightly superior
      planned industrial park than the subject. Thus a slight negative
      adjustment was applied. Physically, the property featured a similar
      percentage of finished office area as well as loading and ceiling
      clearance. The comparable property was considered to be superior in terms
      of overall physical condition; however it did feature a smaller
      land-to-building ratio. Thus, a slight negative adjustment for superior
      physical attributes was applied.

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                                                       Sales Comparison Approach
================================================================================

      Economically, Comparable Sale #3 was also vacant at the time of
      conveyance. The building was much smaller than the subject property
      suggesting a negative adjustment for economies of scale. Overall, a
      negative adjustment is made to Sale #3.

      Comparable Property Sale #4 involved two unrelated parties and
      incorporated market oriented financing. The conveyance, which took place
      four months ago, did not involve any adverse leaseholds interests.
      Comparable Sale #4 is situated within a slightly inferior location than
      the subject, resulting in a positive adjustment. Physically, the property
      featured a smaller percentage of finished office area but was similar in
      terms of overall physical condition, loading and ceiling clearance.
      Finally, although the comparable sale feature a greater land-to-building
      ratio, the site of the comparable property was such that exposure and
      visibility were limited due to the fact that it featured a flag lot
      configuration and was situated approximately 300' off of Canal Road.
      Overall, this comparable sale was regarded as inferior and warranted a
      slight positive adjustment. Economically, the comparable was similar in
      terms of building area and was purchased by an owner/user.

      Finally, Comparable Property Sale #5 is a pending sale involving two
      unrelated parties incorporating market oriented financing. Comparable Sale
      #5, which is situated within the Keystone Industrial Park, included a
      similar percentage of finish office area: however, it featured a greater
      land-to-building ratio than the subject property. Moreover, despite its
      inferior ceiling height, the comparable was considered to be superior in
      terms of physical condition. Overall, this comparable sale was regarded as
      superior and warranted a negative adjustment. Economically, the comparable
      was similar in terms of building area, and was purchased by an owner/user.

      Conclusion - The five sales assembled for this analysis of 180 Rittenhouse
      Circle reflect a range in unit value from $27.08 to $36.28 per square foot
      of building area. The adjustments discussed above are presented to outline
      the logic of our thought processes with the ultimate result being a
      plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $26.00 to $28.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $1,600,000 for
      180 Rittenhouse Circle. This indication of value is equal to $26.66
      square foot of building area.

155 Rittenhouse Circle.

      This property is a 22,500 square foot single story office building on 3.01
acres of land which was constructed in 1980. It is now 100 percent occupied by a
single tenant. On the date of inspection, the building was in good condition
having benefited from an on-going maintenance program. The property possesses
good "curb appeal" and features good quality construction materials. Presented
on the opposing page are the data considered applicable to the valuation of 155
Rittenhouse Circle via the Sales Comparison Approach.

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                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #1 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leaseholds interests. Locationally, Comparable Sale
      #1 exhibits similar attributes as the subject.

      Physically, this property was in similar condition at the time of sale.
      However, the comparable featured a partial second floor area that resulted
      in a positive adjustment due to the inferior utility. Economically,
      Comparable Sale #1 was 85 percent occupied at the time of sale as
      compared to the 100 percent occupied subject property. Regarding economies
      of scale, the comparable featured a larger building area than the subject
      suggesting a positive adjustment. Based on the foregoing, an overall
      positive adjustment to this comparable was deemed necessary.

      We were informed that Comparable Property Sale #2 was an arm's length
      transaction accomplished with market oriented financing. It is also a
      relatively recent transfer without any adverse leaseholds interests.
      Locationally, Comparable Sale #2 is considered to be superior to the
      subject and warrants a negative adjustment. Physically, the property was
      regarded as similar to the subject property, both having benefited from an
      on-going maintenance program. Economically, the comparable was reportedly
      at stabilization at the time of the conveyance. Based on the foregoing, an
      overall negative adjustment to this comparable was deemed necessary.

      Comparable Property Sale #3 was an arm's length transaction accomplished
      with market oriented financing. It is also a relatively recent transfer
      without any adverse leaseholds interests. Locationally, Comparable Sale #3
      is considered to be superior than the subject and warranted a substantial
      negative adjustment as a result.

      Physically, this property was of similar vintage to that of the subject
      property. However, the comparable featured a two story section that
      resulted in a slight positive adjustment for the inferior utility of the
      second floor space. Economically, Comparable Sale #3 was also 100 percent
      occupied. Based on the foregoing, an overall negative adjustment
      attributable to its superior location was deemed necessary.

      Comparable Property Sale #4 was reported to be an arm's length transaction
      accomplished market oriented financing. The conveyance took place
      approximately two months ago and did not involve any adverse leaseholds
      interest. The location of the comparable was considered to be superior and
      warranted a negative adjustment. The improvements at the comparable
      property were regarded as similar to the subject; however, economically,
      the comparable property was only 89 percent occupied as compared to the
      100 percent occupied subject property. All things being considered, the
      comparable property required an overall negative adjustment.

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                                                       Sales Comparison Approach
================================================================================

      Conclusion - As before, the adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $55.00 to $58.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $1,300,000 for
      155 Rittenhouse Circle. This indication of value is equal to $57.77 per
      square foot of building area.

Final Conclusions

      The subject property consists of two separate parcels. Due to differences
among these, two sets of data were necessary for this comparative analysis of
the real estate. Based upon these analyses, it is our conclusion that the Sales
Comparison Approach indicates a total market value of TWO MILLION NINE HUNDRED
THOUSAND DOLLARS ($2,900,000) for the entire subject property. This total value
is comprised as follows:

              ====================================================
                                Final Conclusions
              ====================================================
                    Property                Indicated Market Value
              ====================================================
              180 Rittenhouse Circle             $1,600,000
              155 Rittenhouse Circle             $1,300,000
                                             --------------
              TOTAL                              $2,900,000
              ====================================================

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                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      With regard to 180 Rittenhouse Circle, which consists of a 60,000 light
industrial warehouse building that is entirely vacant, we have elected to employ
the discounted cash flow (DCF) method. In the DCF method, capital costs as well
as the rent loss incurred during the lease-up period is the more easily taken
into account than in the direct capitalization technique. In addition, 155
Rittenhouse Circle is a single story office building currently leased on a
triple net basis with Jones Apparel which will expire in approximately four
years. For the same reasons as stated earlier, the discounted cash flow method
is most appropriate for the appraisal problem. The following is a discussion of
our discounted cash flow analysis for each parcel which comprises the subject
property.

180 Rittenhouse Circle

      This property is a 60,000 square foot single story warehouse which is now
vacant and requires lease up. On the opposing page is a presentation of the cash
flows which an informed investor could reasonably expect 180 Rittenhouse Circle
to generate over a eleven year time horizon. These cash flows are based upon the
following analysis:

      Base Rental Income - The base rental income which an asset such as the
      subject property will generate for an investor reflects a review of the
      existing rent roll in conjunction with the rent now being paid for
      comparable space and services in the competitive open market. As
      mentioned, the subject property is vacant and requires the owner to secure
      a tenant.

      On the following opposing page is a presentation of recent rental rates on
      light industrial warehouse space in the market area of the subject
      property. As can be seen from this summary, rental rates on space
      comparable to the subject range from $2.75 per square foot up to $3.85 per
      square foot on a triple net basis.

      Comparable Rental #1 represents a modern building within the Bucks County
      Business Park in Middletown Township, Bucks County. This space within a
      multi-tenanted facility contained 46,000 square feet with minimal office
      space. This comparable rental was considered to be in a similar location;
      however physically, the comparable was regarded as inferior. Two months
      free rent were reportedly given to the tenant. As a result of our
      comparison, a slight upward adjustment was applied to this comparable
      rental.

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                                                  Income Capitalization Approach
================================================================================

      Comparable Rental #2 represents a modern building within the I-95
      Industrial Park in Bensalem Township, Bucks County. This space within a
      multi-tenanted facility contained 50,200 square feet also with minimal
      office space. This comparable rental was considered to be in a similar
      industrial location. As a result of our comparison, an upward adjustment
      was applied to this comparable rental.

      Comparable Rental #3 represents a modern building within the Bucks County
      Business Park in Middletown Township, Bucks County. This space, which was
      located in a similar industrial location, contained 78,213 square feet of
      which 4 percent is finished office space. As a result of our comparison, a
      upward adjustment was applied to this comparable rental.

      Comparable Rental #4 represents a modern building within the Warrington
      Industrial Park in Warrington Township, Bucks County and was regarded as
      slightly superior. This space contained 38,000 square feet with 8 percent
      finished office space, but only 18' clear ceiling clearance. As a result
      of our comparison, a nominal adjustment was considered appropriate.

      In addition to analyzing actual lease transactions outside the property,
      leasing brokers were interviewed in an effort to ascertain competitive
      packages available in the marketplace today. Most brokers interviewed were
      of the opinion that free rent was no longer being given in the local
      marketplace. Tenant improvements, however, are a standard and felt to
      range from $0.50 to $1.00 per square foot depending on the size of the
      tenant and the duration of the lease.

      After considering the most recent leasing achieved at the subject property
      in conjunction with the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $3.75 per square foot on a triple
      net basis. This rent would be fixed over an average five year term.
      Additionally, the tenant would also be entitled to improvements up to
      $1.00 per square foot of rentable building area.

      Market rent is forecasted to increase at an average annual rate of 3.5
      percent throughout the holding period. This forecast of income growth
      rates reflects typical investor expectations as noted in the Cushman &
      Wakefield Investor Survey which is among the Addenda to this report.

      Absorption - At the present, the subject property is completely vacant.
      The local marketplace is experiencing declining vacancy rates, a trend
      that we feel will continue in the intermediate term. Given the subject's
      convenient location and functional design, we expect that a tenant could
      be secured by October 1997 at the rental rate concluded above.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenant in a property like the subject is
      responsible for certain expenses incurred annually in the operation and
      ownership of the investment. These expenses include real estate taxes,
      insurance premiums, and common area maintenance. Future leases in the
      subject property are projected to be structured in a similar fashion.

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                                                  Income Capitalization Approach
================================================================================

      Allowance for Vacancy and Credit Loss - A deduction must be made from the
      total gross revenues due an investor in the subject property to account
      for the possibility of vacancy and/or non-collection of rent. We have,
      therefore, deducted 3 percent from gross revenues as a global allowance
      for the non-payment of rent or expenses by a lessee. This rate has
      considered the creditworthiness of the tenant roster and long-term market
      conditions.

      Additionally, our analysis over time has incorporated a lag vacancy
      allowance which provides for "down time" between the expiration of an
      existing lease and the commencement of a new lease. Upon the expiration of
      a lease, it is our best estimate that there is a 65 percent probability
      that the tenant will renew and a 35 percent probability that the tenant
      will vacate. At renewal, no down time is recognized; should this tenant
      vacate, then it is our expectation that an average down time of
      approximately six months time would be reasonable to re-lease the space.
      Therefore, the weighted average lag vacancy utilized between lease
      expirations in this report is three months.

      ==========================================================================
                               Lag Vacancy Allowance
      ==========================================================================
      Event        Probability     x         Down Time         =   Weighted Time
      ==========================================================================
      Rollover         65%         x            -0-            =         -0-
      Turnover         35%         x         2 months          =      2 months
      --------------------------------------------------------------------------
      Total           100%        Average Weighted Time        =      2 months
      ==========================================================================

      Based on the subject's weighted average downtime between leases, the
      overall average occupancy rate of the subject property over the ten year
      holding period is 5.6 percent. Including our overall vacancy/global credit
      loss allowance estimated at 3 percent, the implied overall occupancy rate
      of the subject property over the ten year holding period is 7.16 percent.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. On the opposing page is a presentation of
      the historical operating expenses for the subject building. Please note,
      given the subject building historically has been leased on a triple net
      basis, only those expenses incurred by the landlord are reflected.
      Additionally, the 1997 budget reflects higher than normal expenses due to
      the anticipated vacancy attributable by the vacating tenant. The following
      is a brief summary of the projected expenses for the subject property.

            Real Estate Taxes - In the Real Estate Tax and Assessments section
            of this report, we document the level of assessment for each of the
            subject buildings that make up the subject property. In the initial
            year of investment, (FY 1997), the real estate tax expense for 180
            Rittenhouse Circle is estimated to be $44,781 or $0.75.

            Insurance - Based upon our experience, the cost for hazard and
            liability insurance ranged we have stabilized insurance expense at
            $7,326 in the first year of the investment or $0.12 per square foot
            for this analysis.

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                                                  Income Capitalization Approach
================================================================================

            Common Area Charges - This expense category includes all common
            building and yard maintenance such as lawn service and trash
            collection that the landlord contracts and the tenant reimburses.
            Due to the age and condition of the buildings in the initial year of
            investment, (FY 1997), the common area charges expense is estimated
            at $0.25 per square foot of gross building area.

            Management - The fee for providing professional management services
            includes collections, supervision and the preparation of all
            budgets. According to the historical operating expenses, the cost
            for professional management has ranged from $0.06 to $0.08 per
            square foot of rentable building area. It must be noted that the
            this building was managed as part of a portfolio and ownership was
            able to capitalize on economies of scale. As a "stand alone"
            property in the initial fiscal year, this amount is forecasted to be
            $.15 per square foot of building area respectively.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, professional fees, brochures,
            and a contingency for the unknown. The data available from the
            market indicate allowances for miscellaneous expenses ranging from
            $0.01 to $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.05 per
            rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

            Tenant Alterations - Upon the expiration of a lease, it is our best
            estimate that there is a 65 percent probability of the existing
            tenant renewing their lease and a 35 percent probability that the
            existing tenant will vacate. The current cost associated with tenant
            improvements at tenant rollover is estimated to be $1.00 per square
            foot while that to prepare space for a new turnover tenant is
            estimated to be $0.50 per square foot. On average, then, the
            weighted cost of tenant alterations is projected to be $0.68 per
            square foot in the initial year of the investment holding period.
            The following is a presentation of these computations.

================================================================================


                                      -38-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

            ====================================================================
                                   Tenant Improvement Costs
            ====================================================================
            Event      Probability     x         Unit Cost     =   Weighted Cost
            ====================================================================
            Rollover       65%         x         $0.50/SF      =      $0.33/SF
            Turnover       35%         x         $1.00/SF      =      $0.35/SF
            --------------------------------------------------------------------
            Total         100%        Average Weighted Cost    =      $0.68/SF
            ====================================================================

            Leasing Commissions - In estimating the appropriate stabilized
            leasing expense for the subject property, the same rollover/turnover
            probabilities as described above are utilized. The standard leasing
            commission for new tenants is 6 percent of the first year's rent, 5
            percent of the second, 4 percent of the third and 3 percent of each
            succeeding year's contract rent, payable at lease commencement.
            Based upon an average five year lease term, leasing commissions are
            equal to 4.2 percent of total base rental income. The following is a
            summary of these computations:

            ====================================================================
                                Effective Leasing Commissions
                                Average Five Year Lease Term
                                       Turnover Tenant
            ====================================================================
            Lease Year          %         X     Commission    =    Weighted Rate
            ====================================================================
                 1             20%        X           6%      =      1.20%
                 2             20%        X           5%      =      1.00%
                 3             20%        X           4%      =       .80%
                 4             20%        X           3%      =       .60%
                 5             20%        X           3%      =       .60%
            --------------------------------------------------------------------
               Total          100%  Effective Commission Rate =      4.20%
            ====================================================================

            For a tenant who elects to renew a lease, half of a commission is
            payable. On a weighted average basis, then, leasing commissions are
            equal to 2.84 percent of total effective base rental income over the
            term. The following is a presentation of these computations.

            ====================================================================
                                  Leasing Commission Expense
            ====================================================================
            Event      Probability     x        Commission     =   Weighted Rate
            ====================================================================
            Rollover       65%         x            2.1%       =       1.37%
            Turnover       35%         x            4.2%       =       1.47%
            --------------------------------------------------------------------
            Total         100%        Average Weighted Rate    =       2.84%
            ====================================================================

            Reserves - It is customary and prudent to set aside an amount
            annually for the replacement of short lived capital items such as
            roofs, parking lots, or mechanical equipment. In this analysis, we
            have projected an allowance for reserves of $O.10 per square foot of
            rentable building area which is typical in the local market place
            for a property like the subject. Reserves for replacements are
            therefore stabilized at $6,000.

            Capital Improvements - Based on conversations with property
            management, the roof cover at the subject is in need of replacement.
            We have deducted to cost to cure this obsolescence within the first
            year at a cost of $2.50 per square foot or $150,000.

================================================================================


                                      -39-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Other non-operating expenses are also forecasted to increase at an average
      annual rate of 3.5 percent over the investment holding period. This too is
      consistent with the Cushman & Wakefield Investor Survey. Again, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Terminal Capitalization Rate - The residual cash flows annually generated
      by the subject property comprise only the first part of the return which
      an investor will receive. The second component of this investment return
      is the pre-tax cash proceeds from the resale of the property at the end of
      a projected investment holding period. A terminal capitalization rate was
      used to estimate the market value of the property at the end of the
      assumed investment holding period. We estimated an appropriate terminal
      rate based on indicated rates in today's market. A premium was added to
      today's rate to allow for the risk of unforeseen events or trends which
      might affect our estimate of net operating income during the holding
      period.

================================================================================
                     Investment Grade Industrial Properties
                         Summary of Capitalization Rates
================================================================================
 Sale #.           Location                               Date    Capitalization
                                                                       Rate
================================================================================
    1   201-221 King Manor Drive
        King Manor Industrial Campus                      4/97         12.01%
        Upper Merion Township
        Montgomery County, PA
- --------------------------------------------------------------------------------
    2   34 Blevins Drive and 263 Quigley Boulevard
        Airport Business Center                           9/96         11.13%
        New Castle County, DE
- --------------------------------------------------------------------------------
    3   1800 Ogletown Road
        Brookside Distribution Center                     4/96          9.17%
        New Castle County, DE
- --------------------------------------------------------------------------------
    4   Progress Drive
        USX Industrial Park                               3/96         10.00%
        Falls Township
        Bucks County, PA
================================================================================
Terminal Capitalization Rate Selected                                  11.00%
================================================================================

      Investors typically add 50 to 100 basis points to the "going-in" rate to
      arrive at a terminal capitalization rate, according to Cushman &
      Wakefield's periodic investor surveys. For this analysis, it is our
      projection that the subject property would most likely be sold at the end
      of the 11th year of the holding period for an amount equal to what would
      be the next year's net operating income capitalized at an overall rate of
      11.0 percent. The 12th year's computed net operating income is employed at
      this point as it would be the first received by a new purchaser of the
      subject property. It is projected, then, that a current investor would
      dispose of the subject property at the end of the projected holding period
      for an amount equal to $2,707,500 or $45.12 per square foot of building
      area.

================================================================================


                                      -40-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Transaction Costs - From the projected $2,707,500 reversion to an investor
      in the subject property, we have deducted a total of $108,300 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $2,599,200 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - In our valuation, we endeavored to reflect the most likely
      actions of typical buyers and sellers in this market. We forecasted cash
      flows and discounted them and the future property value at reversion to a
      present value at various rates of return (yield rates) currently required
      by investors for similar quality real property. The yield rate (internal
      rate of return or IRR) is the single rate that discounts all future
      benefits (cash flow and reversion) to an estimate of net present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
      national real estate investors to determine their investment objectives.
      Following is a brief review of internal rates of return, overall rates,
      and income and expense growth rates considered acceptable by respondents.
      The entire survey is included among the Addenda to this report.

      ======================================================================
                          AUTUMN 1996 WINTER INVESTOR SURVEY
                               FOR INDUSTRIAL BUILDINGS
      ======================================================================
                         GOING-IN           TERMINAL             IRR
      ----------------------------------------------------------------------
                      Low      High      Low      High      Low      High
      ======================================================================
           Mean      8.90%     9.40%    9.70%     10.7%    11.5%     11.5%
      ----------------------------------------------------------------------
           Range     8.50%     9.50%    9.50%     11.0%    11.0%     12.0%
      ======================================================================

      The wide range of investment parameters indicates that property risk and
      yield are assessed to a particular investment property based on a variety
      of variables. Risk is the primary determinant, and the risk variables
      include whether current contract rents are significantly above or below
      current market rents; the amount and timing of tenant rollovers; the risk
      to lease-up the property and the strength of the market during the
      lease-up period; the durability of the cash flow, and its ability to
      increase with inflation along with the creditworthiness of the existing
      tenancy. Risk is also dependent on investor demand for the property type;
      the diversification of the metropolitan area; the property's location
      within the local market; the supply and demand for the property type
      within the market; and the effective age of the property.

================================================================================


                                      -41-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The internal rate of return and terminal capitalization rate selected for
      this analysis were strongly influenced by our recent Investor Survey. We
      realize that this type of survey reflects target rather than transactional
      rates. Transactional rates are usually difficult to obtain in the
      verification process and are actually only target rates of the buyer at
      the time of sale. The property's performance will ultimately determine the
      actual yield and capitalization rate at the time of sale after a specific
      holding period. We have found that, in improving markets or with above
      average properties, demand will be high and transactional rates may be
      lower than target rates that are quoted in surveys. We have tried to
      recognize this factor in our choice of these two rates for our cash flow
      model.

      Considering the locational attributes, physical traits and economic
      characteristics of the subject property, we believe a discount rate
      ranging from 11.0 percent to 12.0 percent would be appropriate for the
      subject property in light of the investment criteria presented here. Thus,
      we have discounted the projected future pre-tax cash flows to be received
      by an investor in the subject property to a present value so as to yield
      11.0 percent to 12.0 percent on capital at 25 basis point intervals over
      the holding period. This discounting process is summarized as follows:

      ==========================================================================
                                   Investment Summary
      ==========================================================================
      Discount Rate      Present Worth        Unit Rate         Overall Rate
      ==========================================================================
         11.00%           $1,669,000          $27.81/SF             7.98%
         11.25%           $1,635,000          $27.25/SF             8.15%
         11.50%           $1,601,000          $26.68/SF             8.32%
         11.75%           $1,569,000          $26.15/SF             8.49%
         12.00%           $1,537,000          $25.61/SF             8.66%
      ==========================================================================

      Through such a sensitivity analysis, it can be seen that the present value
      of the subject property varies from approximately $1,537,000 to
      $1,669,000. Considering the fact that the subject property is vacant and
      requires a tenant to be secured, we believe a discount rate which falls
      toward the upper end of the range now required in the marketplace to be
      appropriate in this case. Using an 11.75 percent internal rate of return,
      our discounted cash flow model computes to a present worth of $1,569,000
      which we round to $1,575,000,000 as an indication of market value for 180
      Rittenhouse Circle via the Income Capitalization Approach.

      This indication of value produces an implied "going-in" overall
      capitalization rate of 8.46 percent based upon the initial year's net
      operating income of $133,188. The implied "going-in" overall
      capitalization rate is below the parameters set by the above investor's
      survey due to the lost revenue incurred during lease up. Additionally,
      based upon a market value of $1,575,000 and a projected future gross
      reversionary value of approximately $2,707,500, a compound annual rate of
      appreciation of 5.04 percent is computed which is high, but reflects the
      subject's current vacant state and need for a new roof. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 51 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. This percentage falls
      within the generally accepted relevant range of most current real estate
      investors.

================================================================================


                                      -42-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

155 Rittenhouse Circle

      This property is a 22,500 square foot single story office building which
is now 100 percent occupied by one tenant. On the opposing page is a
presentation of the cash flows which an informed investor could reasonably
expect 155 Rittenhouse Circle to generate over a ten year time horizon. These
cash flows are based upon the following analysis:

      Base Rental Income - The existing lease contract at the subject property
      provides an average base rental income of $6.54 per square foot of
      occupied space in the coming 12 months. A copy of the rent roll over the
      subject property is included among the Addenda to this report.

      Opposing the page which follows are comparable leases considered in
      estimating the economic rental value for the 155 Rittenhouse Circle. As
      gleaned from our rental survey, rates on space comparable to the subject
      range from $7.25 per square foot up to $9.50 per square foot on a net
      basis.

      Comparable Rental #1 represents office/flex space that was situated within
      the Bucks County Business Park in Middletown Township, Bucks County. This
      space within a multi-tenanted facility contained 29,638 square feet with a
      high degree of office space. This comparable rental was considered to be
      situated within a superior business park; however, physically, the
      comparable was regarded as equal. Economically, the space is considerably
      smaller than the subject, warranting a slight negative adjustment. As a
      result of our comparison, a negative adjustment was applied to this
      comparable rental.

      Comparable Rental #2 represents a modern one story office/flex building
      within the Neshaminy Interplex in Bensalem Township, Bucks County. This
      complex is one of the higher profile business parks in Southern Bucks
      County that is regarded as superior as compared to the subject's location.
      This space contained 10,000 square feet and was regarded as similar in
      terms of physical condition. Economically, the space is smaller than the
      subject, warranting a slight negative adjustment. As a result of our
      comparison, an negative adjustment was applied to this comparable rental.

      Comparable Rental #3 represents office/flex space that was situated within
      the Bucks County Business Park in Middletown Township, Bucks County. This
      space within a multi-tenanted facility contained 40,000 square feet with a
      high degree of office space. This comparable rental was considered to be
      situated within a superior business park; however, physically, the
      comparable was regarded as equal. As a result of compatible's slightly
      superior location, a negative adjustment was applied.

      Comparable Rental #4 represents office/flex space that was situated
      within the Bucks County Business Park in Middletown Township, Bucks
      County. This space within a multi-tenanted facility contained 40,000
      square feet with a high degree of office space. This comparable rental was
      considered to be situated within a superior business park; however,
      physically, the comparable was regarded as equal. As a result of
      comparable's slightly superior location, a negative adjustment was
      applied.

================================================================================


                                      -43-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      In addition to analyzing actual lease transactions outside the property,
      leasing brokers were interviewed in an effort to ascertain competitive
      packages available in the marketplace today. Most brokers interviewed were
      of the opinion that free rent was no longer being given in the local
      marketplace. Tenant improvements, however, are a standard and felt to
      range from $5.00 to $7.00 per square foot depending on the size of the
      tenant and the duration of the lease.

      After considering the most recent leasing achieved at the subject property
      in conjunction with the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $7.00 per square foot on a net
      basis.

      Market rent is forecasted to increase by 3.5 percent throughout the
      holding period. This forecast of income growth rates reflects typical
      investor expectations as noted in the Cushman & Wakefield Investor Survey
      which is among the Addenda to this report.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment. These expenses
      include real estate taxes, insurance premiums and common area maintenance.
      Future leases in the subject property are projected to be structured in a
      similar fashion.

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is three months as previously described.

      Operating Expenses - Opposing the following page is a presentation of the
      historical operating expenses for the subject building. Please note, given
      the subject building historically has been leased on a triple net basis,
      only those expenses incurred by the landlord are reflected. Additionally,
      we were informed that the property was 100 percent vacant in 1994 and
      part of 1995 which would explain the high expense ratio. given that the
      structure of the lease is triple net, in addition to utilities, the tenant
      is responsible for real estate taxes, insurance and common area
      maintenance. The sum total for these expenses was calculated to be $55,893
      or $2.48 per square foot of building area in the first year of the
      investment. The expenses that are not reimbursed by the tenants include
      management and a miscellaneous line item. In the initial year of the
      investment, these costs were quantified to be $6,817 or $0.30 per square
      foot of building area.

================================================================================


                                      -44-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Other Non-Operating Expenses For this analysis, we have projected tenant
      improvements at $7.00 for a new tenant and $2.00 for a renewal tenant.
      Upon the expiration of a lease, it is our best estimate that there is a 65
      percent probability of the existing tenant renewing their lease and a 35
      percent probability that the existing tenant will vacate. Thus, a weighted
      cost of tenant alterations is projected to be $3.75 per square foot in the
      initial year of the investment holding period.

      On a weighted average basis, leasing commissions are equal to 2.84 percent
      of total effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - The residual cash flows annually generated
      by the subject property comprise only the first part of the return which
      an investor will receive. The second component of this investment return
      is the pre-tax cash proceeds from the resale of the property at the end of
      a projected investment holding period. A terminal capitalization rate was
      used to estimate the market value of the property at the end of the
      assumed investment holding period. We estimated an appropriate terminal
      rate based on indicated rates in today's market. A premium was added to
      today's rate to allow for the risk of unforeseen events or trends which
      might affect our estimate of net operating income during the holding
      period.

================================================================================
                         Single Story Office Complexes
                        Summary of Capitalization Rates
================================================================================
     Sale            Location                       Date    Capitalization Rate
================================================================================
      1         928 Jaymor Road
                Bucks County, PA                    8/96           12.37%
                Upper Southampton
- --------------------------------------------------------------------------------
      2         700-800 Business Center Drive
                Horsham Township                    9/96           10.73%
                Montgomery County, PA
- --------------------------------------------------------------------------------
      3         9001 Lincoln Drive
                Evesham Township                    5/97           11.46%
                Burlington County, NJ                       
================================================================================
Terminal Capitalization Rate Selected                              11.00%
================================================================================

      Investors typically add 50 to 100 basis points to the "going-in" rate to
      arrive at a terminal capitalization rate, according to Cushman &
      Wakefield's periodic investor surveys. For this analysis, it is our
      projection that the subject property would most likely be sold at the end
      of the 10th year of the holding period for an amount equal to what would
      be the next year's net operating income capitalized at an overall rate of
      11.0 percent. The 11th year's computed net operating income is employed
      at this point as it would be the first received by a new purchaser of the
      subject property. It is projected, then, that a current investor would
      dispose of the subject property at the end of the projected holding period
      for an amount equal to $1,719,936 or $76.44 per square foot of building
      area.

================================================================================


                                      -45-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      ======================================================================
                             AUTUMN 1996 INVESTOR SURVEY
                            FOR SUBURBAN OFFICE BUILDINGS
      ======================================================================
                         GOING-IN           TERMINAL             IRR
      ----------------------------------------------------------------------
                      Low      High      Low      High      Low      High
      ======================================================================
           Mean      8.80%     9.50%    9.30%     9.90%    11.2%     11.6%
      ----------------------------------------------------------------------
           Range     8.00%     11.0%    8.00%     11.0%    10.0%     13.0%
      ======================================================================

      Transaction Costs - From the projected $1,719,936 reversion to an investor
      in the subject property, we have deducted a total of $68,797 to account
      for the various transaction costs associated with the sale of an asset of
      this type. These costs consist of 4 percent of the total disposition price
      of the subject property as an allowance for transfer taxes, professional
      fees, and other miscellaneous expenses that the seller pays at final
      closing. Deducting these transaction costs from the computed reversion
      renders pre-tax net proceeds of sale equal to $1,651,138 to be received by
      an investor in the subject property at the end of the holding period.

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $1,221,000 to $1,300,000. This discounting process is summarized as 
      follows:

      ==========================================================================
                                Investment Summary
      ==========================================================================
      Discount Rate      Present Worth           Unit Rate          Overall Rate
      ==========================================================================
         11.00%            $1.300,000            $57.77/SF             10.33%
         11.25%            $1,279,000            $56.84/SF             10.50%
         11.50%            $1,259,000            $55.95/SF             10.66%
         11.75%            $1,240,000            $55.11/SF             10.83%
         12.00%            $1,221,000            $54.26/SF             11.00%
      ==========================================================================

      Given the fact that there is approximately four years left on the existing
      lease, , we believe a discount rate which falls toward the middle of the
      range now required in the marketplace to be appropriate in this case.
      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $1,259,000 which we round to
      $1,250,000 for an indication of market value for 155 Rittenhouse Circle
      via the Income Capitalization Approach. This indication of value produces
      an implied "going-in" overall capitalization rate of 10.74 percent based
      upon the initial year's net operating income of $134,278.

      Additionally, based upon a market value of $1,250,000 and a projected
      future gross reversionary value of approximately $1,719,936, a compound
      annual rate of appreciation of 3.24 percent is computed. Finally, with
      regard to the composition of the internal rate of return employed here,
      approximately 53 percent of the expected yield is from cash flows while
      the balance is attributable to property reversion. These percentages fall
      within the generally accepted relevant range of most current real estate
      investors.

================================================================================


                                      -46-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Final Conclusions

      The subject property consists of two separate parcels. Due to differences
among these, two sets of rental data were necessary for this economic analysis
of the real estate. Based upon these analyses, it is our conclusion that the
Income Capitalization Approach indicates a total market value of TWO MILLION
EIGHT HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($2,825,000) for the entire subject
property. This total value is comprised as follows:

            ====================================================
                              Final Conclusions
            ====================================================
                 Property                 Indicated Market Value
            ====================================================
           180 Rittenhouse Circle                 $1,575,000
           155 Rittenhouse Circle                 $1,250,000
                                                  ----------
           TOTAL                                  $2,825,000
            ====================================================

================================================================================


                                      -47-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property:

================================================================================
       Property        Sales Comparison Approach  Income Capitalization Approach
================================================================================
180 Rittenhouse Circle      $1,600,000                     $1,575,000
155 Rittenhouse Circle      $1,300,000                     $1,250,000
- --------------------------------------------------------------------------------
TOTAL                       $2,900,000                     $2,825,000
================================================================================

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

================================================================================


                                      -48-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

      In light of the above, we are of the opinion that the market value in the
property, as of July 1, 1997, was:

                  TWO MILLION EIGHT HUNDRED TWENTY-FIVE DOLLARS
                                   $2,825,000

      This aggregate conclusion of value is allocated as follows:

================================================================================
                        Final Conclusions of Market Value
================================================================================
         Property                                          Concluded Value
================================================================================
      180 Rittenhouse Circle                                $1,575,000
      155 Rittenhouse Circle                                $1,250,000
                                                --------------------------------
      TOTAL                                                 $2,825,000
================================================================================

================================================================================


                                      -49-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -50-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

      Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

================================================================================


                                      -51-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

      We certify that, to the best of our knowledge and belief:

1.    Joseph G. Vizza inspected the property. John B. Rush, MAI has reviewed and
      approved the report and but did not inspect the property.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, John B. Rush has completed the requirements
      of the continuing education program of the Appraisal Institute.

/s/ Joseph G. Vizza
- ------------------------------
Joseph G. Vizza
Valuation Advisory Services
Pennsylvania Certified
General Appraiser #GA-001242-L

/s/ John B. Rush
- ------------------------------
John B. Rush, MAI
Director
Valuation Advisory Services
Pennsylvania Certified

================================================================================


                                      -52-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      Certification of Appraisal
================================================================================

General Appraiser #GA-000331-L

================================================================================


                                      -53-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================

                                 INVESTOR SURVEY

                           APPRAISERS' QUALIFICATIONS
<PAGE>

                               [GRAPHIC OMITTED]
                                 [REGIONAL MAP]




                                  ------------
                                  Regional Map
                                  ------------
<PAGE>

                               [GRAPHIC OMITTED]
                               [NEIGHBORHOOD MAP]




                                ----------------
                                Neighborhood Map
                                ----------------
<PAGE>

                               [GRAPHIC OMITTED]
                        [SECTION OF BUCKS COUNTY TAX MAP]
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19
<PAGE>

                                               QUALIFICATIONS OF JOSEPH G. VIZZA
================================================================================

Professional Affiliations

      Candidate, Appraisal Institute (MAI Candidate #M93-3017) 
      Delaware Certified General Appraiser (Certificate #X10000284 
      New Jersey Certified General Appraiser (Certificate #RG01426
      Pennsylvania Certified General Appraiser (Certificate #GA-001242-L) 
      Pennsylvania Real Estate Salesperson (License #RS-198856-L)

Real Estate Experience

      Staff Appraiser, Cushman & Wakefield Valuation Advisory Services,
      specializing in commercial and industrial real estate appraisal and
      investment counseling. Cushman & Wakefield is an international full
      service real estate organization and a Rockefeller Group Company.

      Fee Appraiser, Louis A. Iatarola Realty Appraisal Group of Philadelphia,
      Pennsylvania, a full service appraisal and consulting firm, specializing
      in commercial and industrial appraisal assignments from May, 1990 to
      November, 1996.

Formal Education

      Temple University, Philadelphia, Pennsylvania 
      May, 1992, Bachelor of Science, Real Estate

      Appraisal Institute, Chicago, Illinois 
        Real Estate Appraisal Principals - Course 1A-1 
        Advanced Capitalization - Course 550 
        Basic Capitalization - Course 310 
        Basic Valuation Procedures - Course 1A-2 
        Restricted Appraisal Report Writing Seminar 
        Standards of Professional Practice - Part-A
        Standards of Professional Practice - Part-B 
        Subdivision Analysis Seminar
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY * NOTIFY AGENCY WITHIN 10 DAYS OF ANY 
CHANGE
- --------------------------------------------------------------------------------
                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER


Certificate Number      Certificate Date       Issued          Expires

GA-001242-L             MAY 12 1994            MAY 30 1995     JUN 30 1997

    [Seal of the Bureau of Professional and Occupational Affairs, Department
                                    of State]



/s/ Joseph G. Vizza                        Issued To:
- -----------------------------
Signature                                  JOSEPH G VIZZA
                                           1408 WRIGHTSTOWN ROAD
/s/ Dorothy Childress                      NEWTOWN   PA 18940
- -----------------------------
Commissioner of Professional
and Occupational Affairs

- --------------------------------------------------------------------------------
ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================
<PAGE>

                                                  QUALIFICATIONS OF JOHN B. RUSH
================================================================================

Professional Affiliations

      Member, Appraisal Institute (MAI Designation #7261) 
      Delaware Certified General Appraiser (Certificate #X1-0000051) 
      Maryland Certified General Appraiser (Certificate #10041) 
      New Jersey Certified General Appraiser (Certificate #RG 00808) 
      Pennsylvania Certified General Appraiser (Certificate #GA-000331-L) 
      Pennsylvania Real Estate Broker (License #AB043144A) 
      Affiliate, Tri-State Commercial & Industrial Association of Realtors 
      Associate, Urban Land Institute (Associate #164089)

Real Estate Experience

      Director of Cushman & Wakefield of Pennsylvania, Inc. and Manager of its
      Valuation Advisory Services Department in Philadelphia. Cushman &
      Wakefield is a international full service real estate organization and a
      Rockefeller Group Company.

      Senior Appraiser, Cushman & Wakefield Appraisal Division, specializing in
      commercial and industrial real estate appraisal and investment counseling
      throughout the nation from January, 1980 to September, 1985.

      Staff Appraiser, Boyle/Helbig Realty, Inc. of Philadelphia, Pennsylvania,
      specializing in commercial and industrial real estate appraisal and
      investment counseling throughout a wide geographic area from December,
      1977 to December, 1979.

      Associate, Michael Singer Real Estate Company of Philadelphia,
      Pennsylvania, specializing in the investment, leasing and management of
      local commercial and residential real estate from June, 1975 to December,
      1977.

Formal Education

      Drexel University, Philadelphia, Pennsylvania 
        Master of Business Administration - 1982

      Saint Joseph's College, Philadelphia, Pennsylvania 
        Bachelor of Arts - 1975

      Appraisal Institute, Chicago, Illinois 
        Required Courses of Study Leading to the MAI Designation 
        Various Lectures and Seminars for Continuing Education Credits

      Board of Realtors, Philadelphia, Pennsylvania 
        Required Courses of Study for State Licensure
<PAGE>

                                                  Qualifications of John B. Rush
================================================================================

Qualified Expert Witness

      United States Bankruptcy Court,
      Eastern District of Pennsylvania

      United States Bankruptcy Court,
      Middle District of Pennsylvania

      Court of Common Pleas
      Dauphin County, Pennsylvania

      Board of Assessment Appeals
      Bucks County, Pennsylvania

      Board of Revision of Taxes
      City of Philadelphia

      Board of Tax Review
      City of Philadelphia

      Board of Assessment Appeals
      Dauphin County, Pennsylvania
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY * NOTIFY AGENCY WITHIN 10 DAYS OF ANY 
CHANGE
- --------------------------------------------------------------------------------
                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER


Certificate Number      Certificate Date       Issued          Expires

GA-000331-L             SEP 10 1991            MAY 15 1995     JUN 30 1997

    [Seal of the Bureau of Professional and Occupational Affairs, Department
                                    of State]



/s/ John B. Rush                           Issued To:
- -----------------------------
Signature                                  JOHN BENJAMIN RUSH
                                           325 POWDER HORN ROAD
/s/ Dorothy Childress                      FORT WASHINGTON PA 19034
- -----------------------------
Commissioner of Professional
and Occupational Affairs

- --------------------------------------------------------------------------------
ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                                      =========================================
                                      COMPLETE APPRAISAL
                                      OF REAL PROPERTY

                                      Masons Mill Business Park
                                      1800 Byberry Road
                                      Bryn Athyn Borough
                                      Montgomery County, Pennsylvania


                                      =========================================

                                      IN A SELF-CONTAINED REPORT
                                      As of July 1, 1997

                                      Prepared For:

                                      Goldman Sachs Mortgage Company
                                      85 Broad Street
                                      New York, New York 10004

                                      Prepared By:

                                      Cushman & Wakefield of Pennsylvania, Inc.
                                      Valuation Advisory Services
                                      Two Logan Square - 20th Floor
                                      Philadelphia, Pennsylvania 19103
<PAGE>

Cushman & Wakefield of Pennsylvania, Inc.                    CUSHMAN &          
Two Logan Square                                             WAKEFIELD(R)       
Philadelphia, PA 19103                               A ROCKEFELLER GROUP COMPANY
(215) 963-4000                                       

June 18, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:   Complete Appraisal of Real Property
      Masons Mill Business Park
      1800 Byberry Road
      Bryn Athyn Borough
      Montgomery County, Pennsylvania

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Pennsylvania Inc. is pleased to transmit our
self-contained appraisal report estimating market value of the leased fee
interest in the subject property.

      The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield
of Pennsylvania Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected by and the report was prepared by Michael A.
Lagreca under the supervision of John B. Rush, MAI.
<PAGE>

Mr. Sheridan Schechner
Goldman Sachs Mortgage Company      Page 2                        June 18, 1997

      Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions as of July 1, 1997, was:

                  FOURTEEN MILLION TWO HUNDRED THOUSAND DOLLARS

                                   $14,200,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Pennsylvania, Inc.


/s/ Michael A. Lagreca

Michael A. Lagreca
Valuation Advisory Services
Pennsylvania Certified
General Appraiser #GA-000218-L


/s/ John B. Rush

John B. Rush, MAI
Director
Valuation Advisory Services
Pennsylvania Certified
General Appraiser #GA-000331-L

MAL/JBR/os
(97-9112D)

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                              Masons Mill Business Park

Location:                                   1800 Byberry Road
                                            Bryn Athyn Borough
                                            Montgomery County, Pennsylvania

General Overview:                           Masons Mill Business Park is        
                                            fourteen building, masonry and steel
                                            frame, multi-tenanted office complex
                                            situated near the corner of Byberry 
                                            and Mason Mill Roads in Bryn Athyn  
                                            Borough, Montgomery County,         
                                            Pennsylvania. Situated on a 45.11+/-
                                            acre site, the fourteen buildings   
                                            contain a combined leasable area of 
                                            211,833+/- square feet. On the    
                                            effective date of appraisal,        
                                            occupancy stood at 90.8 percent.    
                                            
                                              
Interest Appraised:                         Leased fee

Date of Value:                              July 1, 1997

Date of Inspection:                         May 29,1997

Ownership:                                  Bell Atlantic Land Development, Inc.

Highest and Best Use:                       Continued Office Complex

Value Indicators
  Sales Comparison Approach:
  Indicated Value:                          $13,800,000
  Value Per Square Foot:                    $65.15

  Income Capitalization Approach
    Estimated Market Rental Rate:           $13.00/SF
    Stabilized Vacancy Rate:                3.0%
    Effective Gross Income:                 $13.00/SF
    Operating Expenses                      $ 4.23/SF
    Net Operating Income:                   $ 8.77/SF
    Estimated Vacancy Between Tenants       Six months
    Free Rent:                              None
    Probability of Renewal:                 65%
    Tenant Improvement Allowance
       Rollover                             $ 7.00 per square foot
       Turnover                             $12.00 per square foot
    Estimated Market Rental Growth Rate     3.5%
    Estimated Expense Growth Rate:          3.5%
    Reversion Year Capitalization Rate      11.0%
    Transaction Costs in Reversion Sale:    3.0%
    Discount Rate:                          11.5%

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary of Salient Facts and Conclusions
================================================================================


  Indicated Value:                               $14,200,000

Value Conclusion:                                $14,200,000
  Value Per Square Foot:                         $67.03
  Implicit Capitalization Rate:                  13.07%

Marketing Time:                                  6 months

Special Assumptions Affecting Valuation:

1.    Please refer to the complete list of assumptions and limiting conditions
      included at the end of this report.

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]


                  Aerial view of the Masons Mill Business Park
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                                   Building 4


                                   Building 6
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                               [GRAPHIC OMITTED]

                                   Building 11


                                   Building 12
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                               [GRAPHIC OMITTED]

                        Northwest view along Byberry Road

                      Southeast view along Masons Mill Road
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page
INTRODUCTION ...............................................................  1
     Identification of Property ............................................  1
     Property Ownership and Recent History .................................  1
     Purpose, Function and Scope of the Appraisal ..........................  1
     Definitions of Value, Interest Appraised, and Other Pertinent Terms ...  2
     Legal Description .....................................................  3

REGIONAL ANALYSIS ..........................................................  4

MARKET ANALYSIS ............................................................  9

PROPERTY DESCRIPTION ....................................................... 16
     Site Description ...................................................... 16
     Improvements Description .............................................. 17

REAL PROPERTY TAXES AND ASSESSMENTS ........................................ 22

ZONING ..................................................................... 24

HIGHEST AND BEST USE ....................................................... 25

VALUATION PROCESS .......................................................... 27

SALES COMPARISON APPROACH .................................................. 29

INCOME CAPITALIZATION APPROACH ............................................. 32

RECONCILIATION AND FINAL VALUE ESTIMATE .................................... 43

ASSUMPTIONS AND LIMITING CONDITIONS ........................................ 44

CERTIFICATION OF APPRAISAL ................................................. 46

ADDENDA .................................................................... 47


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      The subject property is a fourteen building, one story, multi-tenanted,
office complex known as Masons Mill Business Park which is located in Bryn Athyn
Borough, Montgomery County, Pennsylvania. It is an attractive and modern office
complex located near the corner of Byberry and Masons Mill Roads. The street
address is 1800 Byberry Road, Huntingdon Valley, Pennsylvania. The subject is
identified by Montgomery County as Tax Parcel 03-00-00272-004, 03-00-00489-003
and 03-00-00272-013 in Bryn Athyn Borough.

      This is a modern one-story complex built in phases from 1978 to 1980 on a
45.11+/- acre site. The complex contains 211,833+/- net rentable square feet.
The complex is modern in appearance and functional in design. On the effective
date of appraisal, occupancy stood at 90.8 percent.

Property Ownership and Recent History

      Title to the three tax parcels which comprise the subject property is held
by Bell Atlantic Land Development, Inc. The following chart summarizes the most
recent transaction at each tax parcel.

<TABLE>
<CAPTION>
===============================================================================================================================
Tax Parcel              Grantor                             Grantee                          Date        Deed     Consideration
                                                                                                       Reference
- -------------------------------------------------------------------------------------------------------------------------------
<C>              <C>                               <C>                                     <C>         <C>           <C>      
03-001-005       Montgomery County IDA             Bell Atlantic Land Development, Inc.    04/25/97    5185-2484     $3,150,00
03-001-024       Bell Atlantic Properties, Inc.    Bell Atlantic Land Development, Inc.    04/01/97    5183-1646       $ 1.00
03-001-028       Bell Atlantic Properties, Inc.    Bell Atlantic Land Development, Inc.    04/01/97    5183-1657       $ 1.00
===============================================================================================================================
</TABLE>

Purpose and Intended Use of the Appraisal

      The purpose of this appraisal is to estimate the market value of a leased
fee estate on July 1, 1997. The appraisal is to be used in a potential financing
by our client, Goldman Sachs Mortgage Company.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

o     Inspected the exterior of the building and the site improvements and a
      representative sample of tenant spaces with the property manager;

o     Interviewed Chris Rodenhaver of the property management company, Bell
      Atlantic Properties;

o     Reviewed leasing policy, concessions, tenant build-out allowances, and
      history of recent rental rates and occupancy with the property manager;

o     Reviewed a detailed history of income and expense and a budget forecast
      for 1997 including the budget for planned capital expenditures and
      repairs;

o     Conducted market research of occupancies, asking rents, concessions and
      operating expenses at competing properties which involved interviews with
      on-site managers and a review of our own data base from previous appraisal
      files;
================================================================================


                                      -1-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================


o     Prepared an estimate of stabilized income and expense (for capitalization
      purposes);
                    
o     Conducted market inquiries into recent sales of similar properties to
      ascertain sales price per square foot and capitalization rates. This
      process involved telephone interviews with sellers, buyers and/or
      participating brokers. (See detailed sales write-ups in Addenda for more
      complete information on the verification process.);

o     Prepared Sales Comparison and Income Capitalization Approaches to value.

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on May 29,
      1997.

Property Rights Appraised

      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms 

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

Exposure Time

Under Paragraph 3 of the Definition of Market Value, the value estimate presumes
that "A reasonable time is allowed for exposure in the open market". Exposure
time is defined as the estimated length of time the property interest being
appraised would have been offered on the market prior to the hypothetical
consummation of a sale at the market value on the effective date of the
appraisal. Exposure time is presumed to precede the effective date of the
appraisal.
================================================================================


                                      -2-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Our analysis of comparable sales indicates that an Exposure Time of
      between 6 and 9 months was typical for office facilities. Therefore, based
      upon our analysis of comparable sales in conjunction with the physical,
      locational and economic characteristics of the subject property, it is our
      opinion that an Exposure Time of approximately 6 months would be typical
      prior to our market value conclusion as of the date of valuation

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

Legal Description

      The property is legally identified by the Montgomery County Tax Assessor's
Office, as Unit 005, 024 and 028 contained within Block 001 in Bryn Athyn
Borough. We have not been provided with the metes and bounds legal description
of this site. Therefore, none is exhibited in this report.

================================================================================


                                      -3-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Philadelphia Metropolitan Area

      The subject property is located in the northwest quadrant of the
Philadelphia Metropolitan Area in Montgomery County, Pennsylvania. The
Philadelphia Metropolitan Area, itself, encompasses over 3,500 square miles
through the counties immediately surrounding the city in both Pennsylvania and
New Jersey. The greater metropolitan area is actually part of a larger economic
and geographic entity known as the Delaware Valley, which extends from Trenton,
New Jersey at the north to Wilmington, Delaware at the south. The Delaware
Valley is a closely integrated market which pervades the many political
subdivisions incorporated in it.

Population

      According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
about five million represents a .7 percent increase over that counted in 1990.
The statistics indicated population growth in the suburban counties surrounding
Philadelphia, with a decline in the city itself. The current population of
Montgomery County is reported to be about 703,200, an increase of approximately
3.7 percent since 1990. These statistics are significant in that demographers
believe population growth is directly tied to employment growth.

================================================================================
                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (In Thousands)
================================================================================
          County               1980       1990      (delta)     1995     (delta)
================================================================================
Bucks                          483.8      541.2     +11.9%      570.6     +5.4%
- --------------------------------------------------------------------------------
Chester                        320.1      376.4     +17.6%      399.7     +6.2%
- --------------------------------------------------------------------------------
Delaware                       552.2      547.7     - 0.8%       548.2    + .1%
- --------------------------------------------------------------------------------
Montgomery                     644.6      678.1     + 5.2%       703.2    +3.7%
- --------------------------------------------------------------------------------
Philadelphia                 1,668.2    1,585.6     - 5.0%     1,521.5    -4.0%
- --------------------------------------------------------------------------------
Burlington                     366.0      395.1     + 8.0%       400.8    +1.4%
- --------------------------------------------------------------------------------
Camden                         472.8      502.8     + 6.4%       506.6    + .8%
- --------------------------------------------------------------------------------
Gloucester                     202.1      230.1     +13.9%       243.1    +5.7%
- --------------------------------------------------------------------------------
Salem                           65.0       65.3     + 0.5%        64.6    -1.1%
================================================================================
Total Metropolitan Area      4,774.8    4,922.3     + 3.1%     4,958.3    + .7%
================================================================================
Source: U.S. Census Bureau                                                   
================================================================================

Employment

      The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 35 percent of the region's 2.2+/-
million in the wage and salary workforce is now employed in the service
industries, as contrasted with the approximate 14 percent employed in
manufacturing. Furthermore, another 23 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.
================================================================================


                                      -4-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

================================================================================
                         Philadelphia Metropolitan Area
                          January Employment Statistics
                                 (In Thousands)
================================================================================
    Industry Classification         1990      1995   (delta)       1997  (delta)
================================================================================
Manufacturing                       358.6     311.8   -2.6%        305.6  - 2.0%
Construction & Mining                95.4      73.9   +6.0%         73.2  - 1.0%
Transportation, Communication &
  Utilities                          99.0     104.5   +3.3%        104.7  + 1.9%
Wholesale & Retail Trades           508.0     482.8   -2.3%        494.6  + 2.4%
Finance, Insurance & Real Estate    167.6     155.1   -1.3%        154.2  - 0.6%
Services                            659.1     717.5   +4.3%        765.4  + 6.7%
Government                          308.4     303.3   +0.6%        298.7  - 1.5%
                                  ----------------------------------------------
Total Wage & Salary Employment    2,196.1   2,148.9   +0.8%      2,196.4  + 2.2%
                                  ==============================================
Total Civilian Labor Force        2,409.0   2,397.6   -0.9%      2,450.3  + 2.2%
                                  ==============================================
Unemployment                        114.1     143.5                       123.3
Unemployment Rate                     4.7%      6.0%                        5.0%
================================================================================
Source: Pennsylvania Department of Labor and Industry
================================================================================

      According to statistics prepared by the Pennsylvania Department of
Industry and Labor, wage and salary employment in the Philadelphia Metropolitan
Area increased by 47,500 jobs or 2.2 percent between 1995 and 1997.
Additionally, the total civilian labor force which includes wage and salary
employment plus those who are self-employed increased by 52,700 workers. As can
be seen, a vast majority of this growth in employment is in the service
industries and the wholesale and retail trades. The continued growth in the
service industries as well as the relative stability in the finance, insurance
and real estate classification is significant to real property like the subject
as it is from these groups that the occupants of office space come.

      The state Department of Industry and Labor reports that, within the
service industries, business services, particularly temporary help agencies and
accounting firms, led this employment classification with a growth of 27,900
jobs created since 1992. Second place goes to medical services with 12,600 new
jobs created in the Philadelphia Metropolitan Area over the past four years.
Private sector education was third growing by 19,900 jobs. A listing of the ten
largest employers in Montgomery County alone bears out these statistics.

================================================================================
                          Largest Non-Public Employers
                                Montgomery County
- --------------------------------------------------------------------------------
       Employer                   Local Employees       Product or Service
================================================================================
Prudential Insurance Company             6,720     Insurance; Financial Services
- --------------------------------------------------------------------------------
Martin Marietta                          5,700     Defense & Space Equipment
- --------------------------------------------------------------------------------
Merck & Co.                              5,200     Pharmaceuticals
- --------------------------------------------------------------------------------
SmithKline Beecham                       3,650     Pharmaceuticals; R&D
- --------------------------------------------------------------------------------
Main Line Health System                  3,480     Home Health Care
- --------------------------------------------------------------------------------
Rhone-Poulenc Rorer, Inc.                2,600     Pharmaceuticals
- --------------------------------------------------------------------------------
Unisys Corp.                             2,600     Computer Equipment/Software
- --------------------------------------------------------------------------------
U.S. Healthcare, Inc.                    2,388     Managed Health Care Plans
- --------------------------------------------------------------------------------
Ford Electronics & Refrigeration         2,300     Automotive Electronics
- --------------------------------------------------------------------------------
Abington Memorial Hospital               1,921     Teaching Hospital
================================================================================
Source: Philadelphia Business Journal
================================================================================
================================================================================


                                      -5-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      According to the Pennsylvania Department of Labor and Industry, the March,
1997 unemployment rate in the nine county Philadelphia Metropolitan Area was 4.9
percent as compared to 5.1 percent for the Commonwealth of Pennsylvania and 5.2
percent for the U.S. as a whole. Montgomery County had a 3.7 percent
unemployment rate in March, 1997 which was one of the unemployment rate of any
county in Pennsylvania.

Income

      The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$44,815. Throughout the region, it is estimated that 11.4 percent of the 1.8
million households have an effective buying income under $20,000 annually. For
the entire metropolitan area, 43.9 percent of households have yearly EBI in
excess of $50,000. Montgomery County has the second highest current median
household income level in the Metropolitan Area at $54,711 per dwelling unit.

================================================================================
                                Income Statistics
                         Philadelphia Metropolitan Area
================================================================================
                                          Effective
                                        Buying Income  Median Household EBI
   County             Households        (in Thousands)       
================================================================================
Bucks                   201,200         $12,262,322         $53,117
- --------------------------------------------------------------------------------
Chester                 141,500           9,721,125          56,581
- --------------------------------------------------------------------------------
Delaware                202,700          11,060,641          45,752
- --------------------------------------------------------------------------------
Montgomery              267,400          18,535,055          54,711
- --------------------------------------------------------------------------------
Philadelphia            577,300          22,803,611          31,682
- --------------------------------------------------------------------------------
Burlington              139,900           7,995,281          49,379
- --------------------------------------------------------------------------------
Camden                  179,200           9,980,971          47,387
- --------------------------------------------------------------------------------
Gloucester               83,100           4,672,913          51,405
- --------------------------------------------------------------------------------
Salem                    23,700           1,195,590          45,095
================================================================================
Total                 1,816,000         $98,227,509         $44,815
================================================================================
Source: Sales & Marketing Management 
================================================================================

Retail Sales

      Retail sales in the Philadelphia Metropolitan Area are currently estimated
to approach $44.3 billion annually. The Philadelphia area ranked fourth
nationally behind Chicago, Los Angeles, New York and Washington, D.C. in total
retail sales for 1995, the last year for which statistics are currently
available. Retail sales in this metropolitan area have increased at a compound
annual rate of 4.2 percent since 1990. Within Montgomery County, annual retail
sales for 1995 were estimated to be about $8.6 billion, which were 2.6 percent
higher than the previous year sales. Since 1989, retail sales in Montgomery
County have been erratic but have increased overall at a compound annual rate of
2.2 percent.

================================================================================


                                      -6-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

                                  Retail Sales
              Philadelphia Metropolitan Area and Montgomery County
                                 (In Thousands)
================================================================================
        Metropolitan                             Montgomery
Year    Philadelphia      (delta)                  County         (delta)
================================================================================
1989    $35,816,878         --                   $7,544,275         --
- --------------------------------------------------------------------------------
1990    $36,033,312       +0.6%                  $7,357,913       -2.5%
- --------------------------------------------------------------------------------
1991    $35,120,446       -2.5%                  $7,079,937       -3.8%
- --------------------------------------------------------------------------------
1992    $39,811,716       +12.2%                 $8,016,495       +13.2%
- --------------------------------------------------------------------------------
1993    $40,858,286       +2.6%                  $8,358,755       +4.3%
- --------------------------------------------------------------------------------
1994    $43,480,561       +6.4%                  $8,366,567       +0.1%
- --------------------------------------------------------------------------------
1995    $44,309,612       +1.9%                  $8,581,033       +2.6%
- --------------------------------------------------------------------------------
Compound Annual Change    +4.2%                                   +2.2%
================================================================================
Source: Sales & Marketing Management 1990-1996
================================================================================

Linkages

      The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

      The central core of this metropolitan area, the City of Philadelphia,
continues to experience a fiscal crisis precipitated by a diminishing tax base
and the increased need for new and costly municipal services. However, the
current administration and council are now cooperating to promote fiscal
responsibility which has created the city's first operating surplus in years. On
the other hand, the surrounding suburban counties have been the focus of the
region's population and job growth over the last decade. This trend is expected
to continue into the next century.

      Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that the
opportunities for low cost start-up companies are less. Fortunately, the
patchwork of existing small to mid-sized companies in the Philadelphia
Metropolitan Area should protect this region from the severe economic shocks
seen in many single industry towns.
================================================================================


                                      -7-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate is giving way to optimism
as availabilities are absorbed through the current economic expansion. It is our
conclusion that the long term trends of the region should eventually exert
positive influences on the values of well located and well designed real
property.

Conclusion

      Philadelphia is the fifth largest city in the country but, due to the
population of its suburbs, it is the fourth largest metropolitan area. On an
overall basis, the population of this region is experiencing only modest gains.
However, significant gains are occurring within the suburban counties of Bucks
and Chester on the Pennsylvania side of the Delaware River and in Gloucester
County on the New Jersey side. This comes at the expense of the older, more
densely developed Cities of Philadelphia and Camden. Major shifts in population
create opportunities for land developers.

      The region's economy is diversified with the service industries now the
largest single sector. This segment provides the largest gains in employment as
well which is a primary demand generator for office space and service
establishments. A expanding economy is also good for housing, retailing and the
wholesale trades as well.

      Regional economic trends point toward an era of continued modest growth,
particularly in the suburban area of the region. This, over time, should
continue to maintain demand for most types of real property. However, we believe
that only those properties with a desirable location and functional design will
out-perform inflation in the general economy.
================================================================================


                                      -8-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

      The subject property is located in the Huntingdon Valley section of
Montgomery County, Pennsylvania. Huntingdon Valley is primarily an established
and highly desirable community situated just beyond the Philadelphia city limits
in the eastern end of Montgomery County. There are commercial office and retail
facilities in this neighborhood along some of the major arterial roadways which
circulate through Huntingdon Valley. The subject property is its own office
complex of fourteen single story buildings on one of those arterials, Byberry
Road.

General Office Market Overview

      Office buildings, as an asset class, are attracting renewed interest from
investors in the current market. Many believe suburban office buildings offer
the greatest upside potential among the various property types. Prices for the
best quality suburban office buildings have increased due to buyer demand.

      In most suburban markets, office vacancies have declined reflecting the
expansions of small business. Most acknowledge that the market "bottomed-out" in
1995 and rents are now generally increasing. More recently, as buyer demand
pushes prices up, some investors are more willing to pay for "future" dollars
when only 18 months ago purchase decisions were based solely on revenue in
place.

      The lack of new construction is also viewed as a positive in the office
market. Though firms are leasing less space per employee than ever before, once
the current economic recovery solidifies, office building owners are now in a
stronger negotiating position as demand outpaces supply. Still, in most
communities, there is plenty of land available for new competition.

      The job growth which is occurring now comes from small and mid-sized
technologically sophisticated firms. These, more than most, seek suburban
locations which are close to their employees. By moving closer to their
employees, commuting time is less which, some say, creates a more productive
workforce. Frequently, occupancy costs are lower in the suburbs than in the
urban core which translates back into corporate profitability. The subject
property benefits from such trends, particularly due to its location outside the
Philadelphia city limits.

      The subject property shares in these macro-market observations and trends.
More importantly, the subject competes in its own micro-market for tenants,
users and ultimately, investment returns. The following is a detailed
description of this local marketplace.

Market Supply

      The subject property competes for tenants in what Cushman & Wakefield
designates the Horsham/Willow Grove/Jenkintown submarket area of the western
suburbs of Philadelphia. There are approximately 3.14 million square feet of
existing commercial office space in the Horsham/Willow Grove/Jenkintown
marketplace. The following chart is an overview of this marketplace at the end
of the First Quarter 1997.

================================================================================


                                      -9-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                            Office Market Overview
                         Horsham/Willow Grove/Jenkintown
                                 March 31, 1997
================================================================================
Class of Space     Total Rentable Area       Total Area Available  Vacancy Rate
================================================================================
A                      2,037,839 SF               140,712 SF           6.9%
B                        997,284 SF               123,828 SF          12.4%
C                        108,200 SF                10,000 SF           9.2%
Total Inventory        3,143,323 SF               274,540 SF           8.7%
================================================================================

      As of March 31, 1997, total vacancy in this marketplace was reported to be
8.7 percent, down from 9.4 percent at the end of 1996. In any type of market,
there must be an inventory of goods maintained in order to satisfy demand.
Within the commercial office market, some space must be maintained at all times
to accommodate the constant shifting of tenants. The following is a listing of
blocks of contiguous space in the Horsham/Willow Grove/Jenkintown marketplace in
excess of 20,000 square feet.

================================================================================
                           Blocks of Contiguous Space
                          20,000 Square Feet or Greater
                     Horsham/Willow Grove/Jenkintown Market
                                 March 31, 1997
================================================================================
     Location                                           Rentable Contiguous Area
================================================================================
The Pavilions at Jenkintown                                    45,000+/- SF
Lakeside Plaza 11                                              22,265+/- SF
One Fairway Plaza                                              30,000+/- SF
================================================================================

      A shortage in available inventory is indicated in the market when there is
a discernible lack of prime contiguous office space for larger users. Under
these conditions, new construction is stimulated. At present, there are two
build-to suit projects under construction in the Horsharn Millow
Grove/Jenkintown market area at the Commonwealth Corporate Center in Horsham
Township. These include a 90,000+/- square foot building for Advanta, as well as
a 480,000+/- square foot administrative and engineering complex on 70 acres for
General Instrument.

      There are only three blocks of space in excess of 20,000 contiguous square
feet which are currently vacant in the Horsham/Willow Grove/Jenkintown market
area. Land does exist in this marketplace for new competition. However,
financing requirements continue to be stringent which will curtail rampant,
speculative development. Without a financially responsible lead tenant or user,
construction and permanent financing is unobtainable at this time.

================================================================================


                                      -10-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      Over the last 15 months, the vacancy rate in the Horsham/Willow
Grove/Jenkintown marketplace has declined from 17.5 percent at the end of 1995
down to a first quarter 1997 level of 8.7 percent. This significant decrease is
attributable to the current rate of absorption, combined with the reduction in
inventory and availablities associated with the sale of the Breyer Office Park
in Jenkintown to an owner/user. Interestingly, the vacancy that does exist in
most markets is concentrated in the average and below average buildings. Older,
lesser quality office space cannot compare against newer, functional buildings.
The aggregate amount of these spaces is such that many analysts are now
suggesting structural vacancy to be well above the conventional five percent
utilized in past years. On a relative basis, most of the vacancy in the current
market is in the older lesser grades of space. The following chart summarizes
overall vacancy and total availabilities in the local market since the end of
1993.

================================================================================
                    Office Market Vacancy and Availabilities
                         Horsham/Willow Grove/Jenkintown
================================================================================
     Period                      Space Available                    Vacancy Rate
================================================================================
1st Quarter 1997                      274,540 SF                           8.7%
   Year End 1996                      294,365 SF                           9.4%
   Year End 1995                      614,977 SF                          17.5%
   Year End 1994                      499,450 SF                          15.2%
   Year End 1993                      554,565 SF                          17.5%
================================================================================

      There are no formal plans for additions to inventory other than the
90,000+/- square foot Advanta headquarters building and the 480,000+/- square
foot General Instrument headquarters property in the Commonwealth Corporate
Center at this time in the local market. Additionally, there are only three
blocks of contiguous space equal to 20,000 square feet or greater in the
Horsham/Willow Grove/Jenkintown market. Locally, there are 45,000+/- square feet
available within The Pavillions at Jenkintown, 22,365+/- square feet at Lakeside
Plaza 11 and 30,000+/- square feet available at One Fairway Plaza. Besides those
cited, a major user has no alternative but to consider a build-to-suit
transaction. Considering the current costs of construction relative to market
rental rates, the basis is set for a jump in rental rates though the timing of
such an event is not all that clear. Nonetheless, this is a positive market
influence on existing office product like the subject property.

Market Demand

      Market demand for office space is primarily measured by absorption
statistics. Demand for office space in the Horsham/Willow Grove/Jenkintown
market has historically come from the movement of users outward from within the
City of Philadelphia and from the formation of new high tech/service oriented
businesses. Over the past 51 months, absorption of office space in this market
has been averaging 11,234+/- square foot per quarter or 44,935+/- square feet
annually. Leasing activity has essentially maintained itself at something
approximating 53,951+/- square feet per quarter or 215,805+/- square feet per
annum.

================================================================================


                                      -11-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                      Office Market Absorption and Leasing
                         Horsham/Willow Grove/Jenkintown
================================================================================
     Period                       Absorption                        Leasing
================================================================================
1st Quarter 1997                   16,325 SF                       49,185 SF
   Year End 1996                   94,212 SF                       309,292 SF
   Year End 1995                  -86,151 SF                       121,056 SF
   Year End 1994                  -73,840 SF                       245,307 SF
   Year End 1993                  240,428 SF                       192,332 SF
================================================================================

      From an overall market perspective, absorption statistics are highly
indicative of long term growth or decline. Among the various properties which
compete for tenants, leasing activity serves as an indication of movement around
a specific marketplace. Where absorption is the net change in occupied space
over a period of time, leasing is the sum of all completed transactions in a
given time period. Leasing statistics are an important consideration in an
office market analysis as they can show the amount of continued interest in a
specific marketplace and product type. Typically, new construction benefits in a
market with strong leasing statistics as tenants "trade-up" to the latest
buildings from older complexes.

      Office occupancies are now being affected by American business' need to
compete globally and an application of new technologies to the way white collar
employment is conducted. In order to compete, many corporations are downsizing
their operations, forcing fewer employees to do more in less space. Also,
technologies like portable phone systems and voice mail enable many to work for
extended periods outside their base of operations. Many of these new jobs are
frequently held by workers who can perform their services from home offices,
clients' offices or under "hoteling" arrangements.

      Given current market dynamics, it would appear that new office space will
be needed in the next few years. This, of course, bodes well for current
investors with the patience and wherewithal to wait for that expected turn of
events. With anticipated demand, and the obsolescence in most of the existing
Class B and C space, it would appear that upside potential exists in well
located and functionally designed office properties like the subject. We note,
however, that discipline will need to continue among financiers of such projects
or a return to the economic bust of the late Eighties will result.

Rental Rates

      The average face rental rate for Class A office space in the
Horsham/Willow Grove/Jenkintown marketplace at the end First Quarter of 1997 was
$20.20 per square foot of rentable building area on a full service basis. This
represents a slight decrease from the year end 1996 figures, but an 11 percent
increase from that reported at year end 1995. In the local marketplace, Class B
space leases at an approximate 20 to 25 percent discount from Class A space. The
following is a presentation of average face office rental rates in this market
since year end 1993.

================================================================================


                                      -12-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

<TABLE>
<CAPTION>
=====================================================================================================
                        Average Face Office Rental Rates
                               Full Service Basis
                     Horsham/Willow Grove/Jenkintown Market
=====================================================================================================
                           Average                        Average
  Period Ending            Class A        (delta)         Class B      (delta)        CPI     (delta)
                            Rent                           Rent        
<S>                       <C>             <C>            <C>            <C>          <C>      <C> 
 1st Quarter 1997         $20.20/SF       - 2.8%         $15.68/SF      +0.0%        166.0    +0.1%
 Year End 1996            $20.78/SF       +13.8%         $15.56/SF      +4.9%        165.1    +3.0%
 Year End 1995            $18.20/SF       -13.3%         $14.83/SF      +2.5%        160.3    +2.4%
 Year End 1994            $21.00/SF       +12.8%         $14.47/SF      +0.1%        156.6    +2.7%
 Year End 1993            $18.61/SF                      $14.46/SF                   152.5
=====================================================================================================
Compound Annual Rate:                      +2.6%                        +2.5%                 +2.6%
=====================================================================================================
</TABLE>

      As can be seen from this presentation, the average rental rate for Class A
office space in the Horsham/Willow Grove/Jenkintown marketplace has increased at
an annual compound rate of 2.6 percent since year end 1993, while Class B space
increased at a rate of 2.5 percent. By comparison, the region's Consumer Price
Index has increased at a compound annual rate of approximately 2.6 percent over
the same time period. However, with the recent increase in rental rates for
Class A space and the sharp decline in the overall vacancy rate in the local
marketplace, we would expect the growth rate in rental rates to exceed the rate
of inflation in the short term.

      Eventually, a tight Class A office market like the subject's will
precipitate new construction. In order to economically justify construction,
users must first be willing to pay higher rents than are now being achieved in
the competitive open market. Again, this bodes well for well designed and well
maintained real property like the subject.

Concessions

      Rent abatement had been a standard inducement to tenants during the late
Eighties and very early Nineties, but are now not frequently being granted. In
order to win new tenants, landlords had been paying for tenant requested office
finishes well over the standard work letter. In some instances, landlords were
also paying the tenants' moving charges, assuming the rental payments on the
tenants' existing leases, and even making cash bonus payments to the tenants in
order to entice them to a new project. Most of these types of concessions have
ceased though as capital for such items has all but effectively been removed
from the current market. While there are still instances of free rent being
quoted, the current trend is definitely toward effective rents.

================================================================================


                                      -13-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<PAGE>

                                                                 Market Analysis
================================================================================


Tenant Improvements' Costs

      In the leasing of brand new professional office space, a building standard
for interior finishes is established. Should a particular tenant desire interior
office finishes which exceed the established building standard, then that tenant
must reimburse the landlord for constructing them. The standard work letter for
brand new first generation office space in suburban Philadelphia is
approximately $20.00 per square foot of rentable area. The cost for tenant
requested interior office finishes which exceed these standards are borne by the
lessee. In relet, second generation space like the subject, however, the cost of
tenant alterations is considerably less as many materials can be recycled.

      The trend of the current marketplace, particularly in second generation
space, has been to work with what is in place. From ownership's perspective,
cash for tenant improvements is scarce so that avoiding demolition and
reconstruction costs is important. We are informed that tenants are also less
demanding in their space improvements needs in order to secure a more favorable
rental rate in these competitive times for American business.

      In general terms, a simple re-painting and re-carpeting and cleaning of
ceiling tiles can cost from $5.00 to $8.00 per square foot of rentable area.
When some demolition and reconstruction is necessary, tenant improvement costs
easily escalate to the $10.00 to $15.00 per square foot range. A complete
demolition and reconstruction of a major tenant area or full floor will cost
from $18.00 to $22.00 per square foot in the current market. The amortization of
these costs over the term of the lease is expensive and can further lower
ownership's return.

Leasing Commissions

      The standard market practice for leasing commissions at office space in
suburban Philadelphia is six percent of the first year's negotiated rent, five
percent of the second, four percent of the third, and three percent of each
successive year's gross rent - all payable at initial occupancy. On a weighted
average basis for a five year lease, commissions would amount to 4.2 percent of
the aggregate rent negotiated. For a renewal, half that amount is customary but
open to negotiation between ownership and the brokerage community. In any event,
the cost of leasing commissions is an expense to ownership beyond the general
operations of the real estate.

Direct Competition

      As of the end of the first quarter 1997, there were a total of
approximately 2.04 million square feet of existing Class A commercial office
space in the Horsham/Willow Grove/Jenkintown market, itself, dispersed among 41
buildings. At the same time, there is approximately one million square feet of
Class B space in this marketplace within 18 buildings. The segment of the
Horsham/Willow Grove/Jenkintown market which was thought to be competitive with
the subject property consisted of four multi-story buildings in the Huntingdon
Valley/Rydal area, as well as eleven one story buildings in the Horsham area. At
the present time, these fifteen properties exhibit a total vacancy rate of
approximately 19 percent which is much higher than the market at large. However,
it must be noted that the majority of the vacant competing space is situated
within two properties, namely One Fairway Plaza and Lakeside Plaza II. When
excluding these two properties from the survey, the vacancy rate for the
competitive properties is reduced to a market oriented 9.5 percent.

================================================================================


                                      -14-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

      We have identified 15 Class A and Class B buildings in the Horsham/Willow
Grove/Jenkintown market which we directly compete for tenants with the subject
property. This direct competition is summarized on the opposing page. As can be
seen from this presentation, there are approximately 557,000 square feet of
office space in these 15 buildings. As of the first quarter of 1997, quoted
rental rates range from $13.75 per square foot plus tenant electricity with a
base year expense stop up to $16.50 per square foot plus electricity with a base
year expense stop. As the subject is currently 90 percent occupied, the
desirability of this sub-market is apparent.

      As noted on the opposing page, the direct competition is now asking for
$13.75 to $16.50 per square foot plus electricity. In addition, the overall
market vacancy level is in single digits. It is to be noted that current market
rental levels have surpassed some existing contract rents now in place in the
Horsham/Willow Grove/Jenkintown marketplace. This creates an opportunity for
ownership of the subject property once the existing leases expire which can only
have a positive impact for long term values.

Conclusions

      In conclusion, the local rental market has improved over the past year
with an overall vacancy rate at 8.7 percent. During the past 3 to 4 years,
overall absorption has been positive, vacancy has declined and rental rates have
increased modestly in the subject's marketplace. Suburban areas like
Horsham/Willow Grove/Jenkintown marketplace are expected to be the focus of job
creation well into the next century. However, while forecasts call for an
expansion in office type employment, the absolute amount of that will be less
than previously experienced in the boom years of the Eighties. Nevertheless,
Huntingdon Valley's proximity to the Willow Grove Interchange of the
Pennsylvania Turnpike and its desirable residential neighborhoods should ensure
a continued demand for office space in this sector. With efficient management
and aggressive promotion, we believe the subject property will continue to
favorably compete in this market.

================================================================================


                                      -15-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description
Location:                     Masons Mill Business Park
                              1800 Byberry Road
                              Bryn Athyn Borough
                              Montgomery County, Pennsylvania

Shape:                        Irregular

Land Area:

   Tax Parcel 03-001-005      11.94+/- acres
   Tax Parcel 03-001-024      14.17+/- acres
   Tax Parcel 03-001-028      19.00+/- acres
   Total                      45.11+/- acres

Frontage:                     778' of frontage along the southwesterly side of
                              Byberry Road and 1,058' along the southeasterly
                              side of Masons Mill Road

Topography:                   Generally level

Street Improvements:          Byberry Road and Masons Mill Road are both macadam
                              paved roadways. Byberry Road extends in generally
                              a northwest/southeast direction, while Masons
                              Mill Road extends in generally a
                              northeast/southwest direction.

Access:                       Access to the subject site is available via two
                              driveway entrances along the southwesterly side of
                              Byberry Road and two additional entrances along
                              the southeast side of Masons Mill Road.

Soil Conditions:              We did not receive nor review a soil report.
                              However, we assume that the soil's load-bearing
                              capacity is sufficient to support the existing
                              structures. We did not observe any evidence to the
                              contrary during our physical inspection of the
                              property. The tract's drainage appears to be
                              adequate.

Land Use Restrictions:        We were not given a title report to review. We do
                              not know of any easements, encroachments, or
                              restrictions that would adversely affect the
                              site's use. However, we recommend a title search
                              to determine whether any adverse conditions exist.

================================================================================


                                       16-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Flood Hazard:                 According to Community Panel No. 421899-0001B,
                              National Flood Insurance Rate Map, effective May
                              15, 1991, the subject property is in Flood Hazard
                              Zone AE and Zone X. The portions of the subject
                              which are situated in Zone AE are affected by the
                              100 year flood hazard area for which flood
                              insurance is a requirement, while the portions
                              situated in Zone X are defined as being in either
                              the 500 year flood plain or outside the boundaries
                              of the 500 year flood plain. Without a more
                              definitive engineering report, we have assumed
                              that the individual buildings were not situated in
                              the flood hazard areas.

Wetlands:                     We were not given a Wetlands survey. If subsequent
                              engineering data reveal the presence of regulated
                              wetlands, it could materially affect property
                              value. We recommend a wetlands survey by a
                              competent engineering firm.

Hazardous Substances:         We observed no evidence of toxic or hazardous
                              substances during our inspection of the site.
                              However, we are not trained to perform technical
                              environmental inspections and recommend the
                              services of a professional engineer for this
                              purpose.

Comments:                     Tax Parcel 03-001-024 is separated from the other
                              two parcels which form the subject property by
                              land titled to the Pennypack Watershed. This
                              designated open space area, which comprises almost
                              21 acres, together with the subject lands, combine
                              to offer an aesthetically pleasing office
                              environment. Overall, the subject site is typical
                              of the area, functionally adequate and well suited
                              for its present use. Although the Floor Area Ratio
                              is only 10.8 percent, which is low for a property
                              like the subject property, it was thought to be
                              reasonable when considering the irregular shape of
                              the subject site and the presence of the
                              designated flood plain areas.

Improvements Description

      The following description of improvements is based upon our physical
inspection of the improvements along with our discussions with the building
manager.

General Description
  Year Built:                 1978 through 1982

  Number of Floors:           One (1)

================================================================================


                                      -17-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Number of Buildings:          Fourteen (14)

Gross Leasable Area:
       Building 1              17,415+/- square feet
       Building 2              12,000+/- square feet
       Building 3              12,000+/- square feet
       Building 4              11,880+/- square feet
       Building 5              16,060+/- square feet
       Building 6              16,000+/- square feet
       Building 7              16,365+/- square feet
       Building 8              18,000+/- square feet
       Building 9              12,000+/- square feet
       Building 10             18,039+/- square feet
       Building 11             12,000+/- square feet
       Building 12             17,994+/- square feet
       Building 13             14,000+/- square feet
       Building 14             18,080+/- square feet
                              ----------------------
       Total                  211,833+/- square feet

Construction Detail:
     Foundation:              Reinforced concrete footings.

     Framing:                 Structural steel.

     Floors:                  Reinforced concrete slab over a crushed stone
                              base.

     Exterior Walls:          Building #1 through #6 consist of a stucco finish
                              which was applied over an original siding of T-111
                              wood panels. Building #7 through #14 consist of
                              stucco and stone veneer over concrete block.

     Roof Cover:              Insulated metal deck over steel framing
                              throughout. The roof cover on each building
                              consists of aluminum panels over the original
                              asphalt shingle roof. The portion of the roof
                              structure which is flat and within the parapet
                              consists of a rubberized cover.

     Windows:                 Aluminum framed, fixed pane, insulated glass
                              windows throughout.

     Pedestrian Doors:        Aluminum and safety glass pedestrian access doors.

     Loading                  Doors Insulated metal, overhead, drive-in loading
                              doors are available in Building #4, #6, #9, #10,
                              #11, #12 and #13.

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<PAGE>

                                                            Property Description
================================================================================

Mechanical Detail
  Heating and Cooling:        Each building is heated and cooled by roof
                              mounted, electric heat pumps equipped with
                              supplementary electric baseboard heating units.

     Electrical:              Each building is separately metered. Incoming
                              power was considered sufficient for the existing
                              office use.

     Plumbing:                Male and female restroom facilities are provided
                              in each tenanted area. Water and waste lines are
                              of code - conforming materials. Domestic hot water
                              was provided by individual electric fired water
                              heaters.

     Elevator Service:        None

     Fire Protection:         With the exception of a portion of Building #8,
                              which was originally the corporate offices of a
                              local lending institution, the buildings were not
                              sprinklered.

     Security:                Each tenanted area has an individual security
                              system.

Interior Detail
     Layout:                  The layout of each building is flexible in design,
                              suitable for either single or multiple tenant
                              occupancy. As of the date of our inspection
                              Building #1, #2, #3, #6, #9, #10, and #11
                              were utilized as single tenant buildings, while
                              the remaining seven buildings were utilized as
                              multi-tenanted buildings. Access to the tenant
                              areas is via aluminum/glass doors along the
                              exterior of each building.

                              The layout of the individual units consist
                              primarily of partitioned private offices along the
                              perimeter and open general office space along the
                              interior.

     Floor Covering:          Primarily carpeted or vinyl tiled floor cover.

     Walls:                   Primarily painted drywall, throughout.

     Ceilings:                Suspended acoustical ceiling tiles.

     Lighting:                Recessed fluorescent lighting fixtures,
                              throughout.

     Restrooms:               Individual male and female restroom facilities are
                              provided in each tenanted area.

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                                      -19-
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                                                            Property Description
================================================================================

Site Improvements
    Parking:                  Macadam paved parking for 715+/- automobiles.

    On-Site Landscaping:      Low maintenance shrubbery and green areas present
                              an aesthetic appeal to the buildings.

Americans With 
    Disabilities Act:         The Americans With Disabilities Act (ADA) became
                              effective January 26, 1992. We have not made, nor
                              are we qualified by training to make, a specific
                              compliance survey and analysis of this property to
                              determine whether or not it is in conformity with
                              the various detailed requirements of the ADA. It
                              is possible that a compliance survey and a
                              detailed analysis of the requirements of the ADA
                              could reveal that the property is not in
                              compliance with one or more of the requirements of
                              the Act. If so, this fact could have a negative
                              effect upon the value of the property. Since we
                              have not been provided with the results of a
                              survey, we did not consider possible non-
                              compliance with the requirements of ADA in
                              estimating the value of the property.

Hazardous Substances:         We are not aware of any potentially hazardous
                              materials (such as formaldehyde foam insulation,
                              asbestos insulation, radon gas emitting materials,
                              or other potentially hazardous materials) which
                              may have been used in the construction of the
                              improvements. However, we are not qualified to
                              detect such materials and urge the client to
                              employ an expert in the field to determine if such
                              hazardous materials are thought to exist.

Design Features and 
    Functionality:            The subject improvements consist of fourteen,
                              one-story office buildings which can be utilized
                              for either single or multi-tenant occupancy.
                              Considering the overall layout and design of the
                              buildings, the available on-site parking and the
                              aesthetic appeal provided by the landscaped yard
                              areas, the subject's appeal to prospective tenants
                              is very good.

Physical Condition:           The subject property was inspected on May 29,
                              1997. At that time, the improvements appeared to
                              be in good physical condition with no significant
                              items of deferred maintenance noted. Ordinarily,
                              the economic life of a complex like this is 45
                              years. Due to the high level of maintenance which
                              the improvements have received, the appraiser
                              estimates the effective age of the complex to be 5
                              to 10 years with a remaining economic life of 35
                              to 40 years.

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                                                            Property Description
================================================================================

                              We did not inspect the roof of the building or
                              make a detailed inspection of the mechanical
                              systems. The appraisers, however, are not
                              qualified to render an opinion as to the adequacy
                              or condition of these components. The client is
                              urged to retain an expert in this field if
                              detailed information is needed about the adequacy
                              and condition of mechanical systems.

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<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of Montgomery
County. Taxes are levied against all real property in this locale for the
purpose of providing funding for the various municipalities. The amount of ad
valorem taxes is determined by the current assessed value for the real property,
in conjunction with the total combined tax rates of the taxing jurisdiction. In
an effort to project the future tax liability for the subject property, we have
reviewed both. the present and historical tax rates combined with a forecast of
the assessments.

Tax Rates

      The following is a chart displaying the five and ten year trend in tax
rates levied by the above noted taxing jurisdictions:

================================================================================
                      Tax Rates Per $1000 of Assessed Value
================================================================================
Taxing Authority        1987 Tax Rate        1992 Tax Rate        1997 Tax Rate
================================================================================
      County               $ 22.65              $ 33.00               $ 40.60
- --------------------------------------------------------------------------------
     Borough                 56.50                89.00                 93.00
- --------------------------------------------------------------------------------
     Schools                 12.00                17.00                 20.00
- --------------------------------------------------------------------------------
      Total                 $91.15              $139.00               $153.60
================================================================================

      As the preceding chart indicates, the tax rates affecting the subject
property have increased by approximately 2.02 percent per year over the past
five years (since 1992), but 5.36 percent per year over the past ten years
(since 1987). Typically, over the long term, tax rates will mirror inflationary
trends, with average compound growth rates of 3.0 to 4.0 percent.

      Tax rates increase or decrease annually based upon changes in municipal
budgets and the total tax base. Again, over the longer term, tax rate increases
tend to mirror inflationary trends, except during periods of economic decline or
in fast growing areas where new services are required. With the likely
stabilization of real estate values and the tax base, we are of the opinion that
more normal increases in tax rates, of say 3.0 to 4.0 percent, will be the trend
over the intermediate term.

Tax Assessment

      The Montgomery County Board of Assessment establishes the assessed value
on real property for all of the previously noted taxing jurisdictions. The 1997
assessment, as well as the historical assessments for 1995 and 1996, are as
follows:

================================================================================
                            Historical Assessed Value
================================================================================
       Block - Unit         1995               1996                 1997
================================================================================
         001-005          $291,700           $291,700             $240,832
         001-024          $386,300           $386,300             $318,895
         001-028          $300,800           $300,800             $242,358
           Total          $978,800           $978,800             $808,085
================================================================================

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                                             Real Property Taxes and Assessments
================================================================================

      As can be seen from the above chart, the 1995 and 1996 assessment remained
stable. The 1997 assessment represents a 17.4 percent decrease over the 1996
assessment, as the result of a successful assessment appeal. In an effort to
evaluate the fairness of the subject's current assessed value and future
prospects for a change in the assessment, we have compared the assessment to
estimated value of the subject property as concluded in this report.

      According to the State Tax Equalization Board (STEB), the current
assessment to value ratio in Montgomery County is 5.4 percent. Thus, the
subject's total assessment implies a market value, for tax purposes, of
approximately $14,965,000. Based upon our subsequent value conclusion, it
appears that the subject is slightly over assessed.

Ad Valorem Tax Conclusions

      Applying the 1997 assessment for the subject to the total 1997 tax rate
results in a combined tax burden of $124,121.86 in that year as calculated in
the following chart.

             ======================================================

                        $808,080 x $0.1536 = $124,121.86

             ======================================================

      The above taxes have been paid for 1997.

      Montgomery County recently completed a county wide re-evaluation. For
1998, the combined assessment on the subject property will be $18,347,390, which
is based upon the county's estimate of the current market value of the subject.
The proposed total assessment over the subject property implies a value for tax
purposes that is much greater than that found in our subsequent valuation.
Conversation with a representative of the assessor's office indicated that the
county mailed the official assessment notices for Bryn Athyn Borough on June 13,
1997 and that the owner needs to appeal the assessment within 40 days, which
would be July 23, 1997. In that the subject's assessment for 1997 was reduced by
court order to an equalized value of approximately $14,965,000, it would appear
that an appeal of the 1998 assessment would be reasonable. Combining the likely
change in the 1998 assessment with the fact that the 1998 tax rate has not been
established, we have utilized the current assessment and tax rate as a basis for
an estimate of future tax liability.

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                                      -23-
                                                              CUSHMAN &
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<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned LI Limited Industrial. Permitted uses within
this district include offices, flex-office and most light industrial type land
uses. Following is a summary of the area requirements which regulate development
within the LI zoning classification.

      Minimum Site Area:                           10 acres.
      Minimum Individual Lot Area:                 2 acres.
      Maximum Building Coverage Ratio:             50 percent.
      Minimum Yard Requirements:
                       Front                       100 feet.
                       Side                         50 feet.
                       Front                        50 feet.

      Maximum Building Height:                     40 feet or three stories.
      Minimum Off-Street Parking:                  One space per 100 square feet
                                                   of floor area

      Based upon the subject's leasable area of 211,833+/- square feet, it would
appear that zoning would require that the contain 2,118+/- parking spaces. Based
upon the subjects 715+/- existing spaces, it would appear that the subject
represents a legal non-conforming use.

      We know of no deed restrictions (private or public) which would further
limit the use of the subject property. However, this statement should not be
taken as a guarantee or warranty that no such restrictions exist. Deed
restrictions are a legal matter and only a title examination by an attorney
would normally uncover such restrictive covenants. Thus, an updated title search
of the subject property is recommended to determine the existence of such
restrictions.

================================================================================


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                                                              CUSHMAN &
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<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Physically Possible

      The subject site contains approximately 45.11+/- acres of land with
frontage along Masons Mill and Byberry Roads in Bryn Athyn Borough. While the
size and of the site is felt to provide a for a wide variety of development
potential, the shape and existence of floodways limits the density threreof.
Municipal utilities would adequately provide for nearly all uses. Street
improvements are also adequate.

Legally Permissible

      The subject's zoning classification permits light industrial and office
type land uses. As previously mentioned, we are not experts in the
interpretation of complex zoning ordinances. Additionally, there are no private
restrictions which are known to adversely affect the utilization of the land.
Thus, a planned industrial of office utilization of the subject parcels is
legally permissible.

Financially Feasible

      The Regional Analysis section of this report presents demographic and
general economic trends which are now favorable for real estate ownership and
development. This is particularly true for the suburban communities surrounding
Philadelphia where population growth and employment creation are expected to
positively continue into the foreseeable future. In spite of this optimism, real
estate owners and investors must be cognizant of the fact that the region is
densely developed on a relative basis with a mature economy which serves to
limit opportunities. Thus, only those properties with a desirable location and
functional design are expected to out perform inflation in the general economy.

      In the local real estate market, occupancies are now the highest they have
been in server with positive effects on rental rates achieved. Financing is now
available when sufficiently supported by the credit of an owner or major tenant.
We note, though, that office users can afford to pay more for space than can
industrial users of real property. Considering the strength of the market,
permitted uses by zoning and the site's physical traits, it is our opinion that
the highest and best use of the land on a vacant basis is office development.

================================================================================


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                                                            Highest and Best Use
================================================================================

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      Unlike the previous analysis of the subject site as vacant, here we
consider the subject property as currently improved with an evaluation as to the
physical, legal, and financial appropriateness of the existing land use.

Physical Considerations

      The subject site at 1800 Byberry Road has been improved with a fourteen
building office complex which contains a leasable area of 211,833+/- square
feet. The property, which was 90 percent occupied at the time of inspection,
appeared to be in good physical condition. Based upon our observation, there are
no apparent physical factors that would adversely affect the continued utility
and/or existence of the subject improvements.

Legal Considerations

      As previously stated, we are not experts in the interpretation of complex
zoning ordinances. However, based upon our review of public information, it
appears that the existing use and development of the subject have been accepted
by the local zoning officials. Thus, the subject parcels, as presently improved,
represents legal and conforming uses. 

Financially Feasible

      At present, the subject property is 91 occupied though a significant
tenant, General Instrument, is scheduled to vacate over the next year when its
new headquarters in Horsham Township is completed. Despite this, our analysis of
the local trends suggests that this space can be re-absorbed by the market in a
reasonable amount of time. Our subsequent analysis of the property (land plus
improvements) is greater than what would be the value of the land on a vacant
basis. Therefore, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the site.

================================================================================


                                      -26-
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                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent sales of one story office complexes
            within the subject marketplace which contain similar physical and
            economic characteristics to the subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the sale price per square foot and extracted overall
            capitalization rates.

      o     Correlated the various value indications into a point value estimate
            from within the range.

In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office, and
            industrial uses.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

================================================================================


                                      -27-
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                                                               Valuation Process
================================================================================

      0     Considered the type and reliability of the data used and
            applicability of each approach.

      0     Reconciled the approaches to a final value conclusion.

================================================================================


                                      -28-
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<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, effective gross income
            multiplier, and overall capitalization rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

Analysis of Sales

      Over the past 12 months, the market has shown signs of improvement. Rents
have increased and concession packages have dissipated while positive net
absorption is taking place. In terms of the investment market, demand is
primarily being generated by institutional investors including several large
pension funds/European and Asian investors/opportunistic investors such as
Vulture Funds stimulated in an effort to capture "bottom of the market" sale
prices.

      The subject property consists of a fourteen building, one story office
complex identified as Masons Mill Business Park which contains a leasable area
of 211,833+/- square feet. On the opposing page is a presentation of the
comparable property sales which were analyzed for the valuation of the subject
property. The most widely-used and market-oriented unit of comparison for
properties such as the subject is the sales price per square foot of building
area. All comparable sales were analyzed on this basis. Detail sheets describing
the sales employed in this analysis can be found among the Addenda to this
report.

================================================================================


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                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #1 was an arm's length transaction accomplished
with market oriented financing. It is also a relatively recent transfer without
any adverse leaseholds interests. Locationally, Comparable Sale #1 exhibits a
superior commercial office location in suburban Chester County. Physically, this
property was in similar condition at the time of sale. Economically, Comparable
Sale #1 was 98 percent occupied at the time of sale as compared to the 90
percent occupied subject property. Regarding economies of scale, the comparable
featured a slightly smaller building area than the subject suggesting a small
downward adjustment. Based on the foregoing, an overall negative adjustment to
this comparable was deemed necessary.

      Comparable Property Sale #2 was an arm's length transaction accomplished
with market oriented financing. It is also a relatively recent transfer without
any adverse leaseholds interests. Although situated less than 2+/- miles to the
east of the subject, the location of Comparable Sale # 2 in nearby Upper
Southampton Township was thought to be inferior to the subject given the nature
of the surrounding land uses at the subject property.

      Physically, this property was in similar condition at the time of sale.
However, the comparable featured a partial second floor area that resulted in a
positive adjustment due to its inferior utility. Economically, Comparable Sale
#2 was 85 percent occupied at the time of sale as compared to the 90 percent
occupied subject property. Regarding economies of scale, the comparable featured
a smaller building area than the subject suggesting a negative adjustment. Based
on the foregoing, an overall positive adjustment to this comparable was deemed
necessary.

      Comparable Property Sale #3 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer, occurring three months
ago, without any adverse leaseholds interests. Locationally, Comparable Sale #3
is considered to be slightly superior to the subject and warranted a negative
adjustment as a result.

      Physically, this property was in older than the subject requiring a
positive adjustment for age and condition. Economically, Comparable Sale #3 was
95 percent occupied at the time of sale as compared to the 90 percent occupied
subject property. Regarding economies of scale, the comparable featured a
slightly smaller building area than the subject suggesting a small downward
adjustment. Based on the foregoing, an overall negative adjustment to this
comparable was deemed necessary.

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                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #4 was reported to be an arm's length
transaction accomplished market oriented financing. The conveyance took place
approximately two months ago and did not involve any adverse leaseholds
interest. The location of the comparable was considered to be slightly superior
and warranted a small negative adjustment. The improvements at the comparable
property were regarded as similar to the subject; as was its occupancy level of
89 percent at the time of sale. Regarding economies of scale, the comparable
featured a smaller building area than the subject suggesting a negative
adjustment. Based on the foregoing, an overall negative adjustment to this
comparable was deemed necessary.

Conclusion

      The adjustments discussed above are presented to outline the logic of our
thought processes with the ultimate result being a plausible market value
conclusion for the subject property. Based on our analysis of these data on a
price per square foot basis, we have concluded an appropriate adjusted range of
$64.00 to $66.00 per square foot of building area. From within this adjusted
range, we conclude the Sales Comparison Approach to indicate a current market
value of $13,800,000 for the Masons Mill Business Park. This indication of value
is equal to $65.15 per square foot of building area.

================================================================================


                                      -31-
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<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion the discounted cash flow method is the most appropriate
means of income capitalization for the subject property. The discounted cash
flow analysis is generally thought to be the best method for evaluating income
producing properties purchased for investment. Forecasted future patterns of
income and expenses are modeled to reflect perceived investor expectations.

Potential Gross Income

      Generally, office tenants pay fixed gross rent on a rentable area basis
which is consistent with space measurement standards for buildings of similar
vintage, plus any increases in operating expenses and real estate taxes above
stipulated base year amounts. Tenant electric costs are either directly metered,
submetered or rent inclusion (charged as additional rent).

Existing Leases

      Masons Mill Business Park is currently 90.8 percent occupied by eighteen
tenants. The property contains 19,495+/- vacant square feet within five separate
suites.

      The major tenant at the subject property, General Instrument, occupies
86,754+/- square feet within six entire buildings and a portion of a seventh
building. This represents almost 41 percent of the leasable area within the
Masons Mill Business Park. As noted in the Market Analysis, General Instrument
is in the process of constructing a corporate headquarters in the Commonwealth
Corporate Center and will be vacating all of its local space next year when the
property is completed.

      The balance of the property is occupied by a mixture of national, regional
and local tenants within suites ranging from 1,400+/0- square feet to 16,000+/-
square feet. The credit quality for the minor tenants ranges from average to
good within the context of their mostly unrated status.

      Based upon the subject's current lease expiration schedule, 72 percent of
the property's rentable area is represented by leases which are due to expire
within the next three calendar years. Within the following three years, 19
percent of current leases are due to expire. Thus, within our projected 10 year
holding period, all of the leases currently in place will expire.

================================================================================


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                                                  Income Capitalization Approach
================================================================================

      Based upon the lease expiration schedule, we have forecasted a ten year
investment holding period. The 11th year is estimated to be the reversionary
year. As can be seen from the calendar year schedule, the 11th calendar year
will experience a typical number of lease expirations as a percentage of total
building area and, for analysis purposes, is considered a stabilized
reversionary year.

Market Rental Rate

      Market rent for the vacant space within the subject property has been
estimated by analyzing five comparable leases exhibited on the summary chart on
the facing page.

      Comparable Rental #1 represents 19,050+/- square feet within a one story,
      multi-tenanted office building situated within the Horsham Business Center
      in Horsham Township, Montgomery County. This comparable rental was
      considered to be situated within a superior business park; however,
      physically, the comparable was regarded as equal. Economically, the space
      is larger than the average unit size at the subject property, warranting a
      positive adjustment. The lease structure of this transaction was similar
      to that of the subject, thus, no adjustment is needed. As a result of our
      comparison, with emphasis on its superior location, a negative adjustment
      was applied to this comparable rental.

      Comparable Rental #2 represents 15,348+/- square feet within a one story,
      dual-tenanted office building situated within the Horsham Business
      Center. Like the previous lease, this comparable rental was considered to
      be situated within a superior business park; however, physically, the
      comparable was regarded as equal. Economically, the space is larger than
      the average unit size at the subject property, warranting a positive
      adjustment. The lease structure of this transaction was similar to that of
      the subject, thus, no adjustment is needed. As a result of our comparison,
      with emphasis on its superior location, a negative adjustment was applied
      to this comparable rental.

      Comparable Rental #3 represents a 30,138+/- square foot, one story, single
      occupant office building situated within the Horsham Business Center. Like
      the other leases, this rental was considered to be locationally superior
      and physically equal to the subject property. Economically, the space is
      larger than the average unit size at the subject property, warranting a
      positive adjustment. The lease structure of this transaction was on a
      triple net basis, thus, a positive adjustment was applied. As a result of
      our comparison, a positive adjustment was applied to this comparable
      rental.

      Comparable Rental #4 represents a 44,000+/- square foot, one story, single
      occupant office building situated in Horsham Township. Like the other
      leases, this rental was considered to be locationally superior to the
      subject. In addition, representing new construction this property was
      superior to the subject property. Economically, the space is larger than
      the average unit size at the subject property, warranting a positive
      adjustment, while the lease structure of this transaction was on a triple
      net basis, requiring an additional positive adjustment. As a result of our
      comparison, a slight positive adjustment was applied to this comparable
      rental.

================================================================================


                                   -33-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Comparable Rental #5 represents a 4,701+/- square foot unit within a one
      story, multi-tenanted office building situated within the Pennsylvania
      Business Campus. Like the previous leases, the location of this property
      was thought to be superior to the subject property. Physically, the
      comparable was regarded as equal to the subject property. Economically,
      the space is similar to the average size of the subject units, thus, no
      adjustment is required. However, the lease structure of this transaction
      was on a triple net basis, requiring a positive adjustment. As a result of
      our comparison, a positive adjustment was applied to this comparable
      rental.

      The subject's contract rents average $13.15 per square foot, plus tenant
electric. Certain leases within the property were signed several years ago and
fall above the current market rents. Other leases, however, were signed during
the past 12 to 24 months and thus, represent current market conditions. On
average, we believe the contract rents within the building are at market
oriented levels. The most recent leases within the property have been in the
$13.00 per square foot range. These leases may be summarized as follows:

<TABLE>
<CAPTION>
================================================================================================
                                        Most Recent Leases
================================================================================================
                                                     Area       Term      Yr/Rent
 No.          Tenant           Building   Date       (SF)       (Yrs)      (SF)      Concessions
================================================================================================
<S>    <C>                       <C>      <C>        <C>          <C>     <C>           <C> 
1.     Food Service Marketing    12       5/97       1,957        5       $13.12        None
- ------------------------------------------------------------------------------------------------
2.     Prime Public Adjusters    12       6/97       1,400        3       $13.04        None
- ------------------------------------------------------------------------------------------------
3.     Michael I. Levin          14       11/96      2,620        5       $13.03        None
- ------------------------------------------------------------------------------------------------
4      Visiting Nurses           12       7/96       3,568        2       $13.00        None
================================================================================================
</TABLE>

      After considering the more recent leases signed at the subject property,
in conjunction with the rents now being paid for comparable space and services
in the competitive open market, it is our conclusion that the current average
economic rent for the subject property is $13.00 per square foot gross, plus
electric. This rent was assumed to increase at a rate of 50 percent of CPI (3.5
percent) over an average five year term. Additionally, the tenants would also be
responsible for increases in operating expenses over those incurred during the
initial year of occupancy.

      The leasing brokers interviewed indicated that the Horsham/Willow
Grove/Jenkintown office market has improved dramatically over the past 12 to 15
months, with rents increasing and concessions decreasing. In the view of many,
the leasing market should continue to strengthen through the end of 1997. In
keeping with these observations, we have assumed that market rent will increase
at an average rate of 3.5 percent per annum through the projection period.

Absorption

      At present, the subject is approximately 90.8 percent leased, with a total
of 19,446+/- square feet available throughout the complex. In our analysis, we
have projected that this vacant space will be absorbed over the next ten months.
The following chart is a presentation of the absorption schedule which we have
incorporated in our analysis. We believe this schedule reflects the thinking of
a knowledgeable and realistic investor in the current environment.

================================================================================


                                      -34-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

<TABLE>
<CAPTION>
================================================================================================
                                Masons Mill Business Park
                             Projected Absorption Schedule
================================================================================================
               Leased                                 Rental         Annual
Bldg.#          Area           Date       Term         Rate         Increase         Expenses
================================================================================================
<S>            <C>             <C>        <C>         <C>            <C>         <C>            
 4             2,048+/- SF     9/97       5 yrs.      $13.00         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
 8             3,325+/- SF     11/97      5 yrs.      $13.00         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
 12            3,570+/- SF     1/98       5 yrs.      $13.45         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
 14            6,503+/- SF     3/98       5 yrs.      $13.45         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
 7             4,000+/- SF     5/98       5 yrs.      $13.45         1.75%       Tenant Electric
================================================================================================
</TABLE>

      In addition to the space which is currently vacant, we have also
established an schedule for the reabsorption of the 86,754+/- square feet of
space which is currently occupied by General Instrument. In that it would be
most unlikely that this space will be leased to a single tenant, we have broken
the space into smaller blocks of space, which are more consistent with the
existing tenancy. In our analysis, we have projected that it would take almost
two years to reabsorb this space after it is vacated. The following chart is a
presentation of the absorption schedule which we have incorporated in our
analysis. Once again, we believe this schedule reflects the thinking of a
knowledgeable and realistic investor in the current environment.

<TABLE>
<CAPTION>
================================================================================================
                                General Instrument Space
                            Projected Reabsorption Schedule
================================================================================================
               Leased                                 Rental        Annual
Bldg.#          Area           Date       Term         Rate        Increase          Expenses
================================================================================================
<S>            <C>             <C>        <C>         <C>            <C>         <C>
   1           8,708+/- SF     7/98       5 yrs.      $13.45         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   1           8,708+/- SF     9/98       5 yrs.      $13.45         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   2           8,000+/- SF    11/98       5 yrs.      $13.45         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
  2/3          8,000+/- SF     1/99       5 yrs.      $13.93         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   3           8,000+/- SF     3/99       5 yrs.      $13.93         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   9           8,000+/- SF     5/99       5 yrs.      $13.93         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   10          9,019+/- SF     7/99       5 yrs.      $13.93         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   10          9,020+/- SF     9/99       5 yrs.      $13.93         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   11          8,000+/- SF    11/99       5 yrs.      $13.93         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
  9/11         8,000+/- SF     1/00       5 yrs.      $14.41         1.75%       Tenant Electric
- ------------------------------------------------------------------------------------------------
   13          3,300+/- SF     3/00       5 yrs.      $14.41         1.75%       Tenant Electric
================================================================================================
</TABLE>

Reimbursable Expenses (Escalations)

      Consistent with market leasing practice for this type of real estate, the
tenants in a property like the subject are responsible for a proportionate share
of certain expenses incurred annually in the operation and ownership of the
investment above an established base amount. These expenses include real estate
taxes, insurance premiums, repairs and maintenance, utilities, management fees
and miscellaneous items occasionally incurred. A full discussion of reimbursable
as well as some other, non-reimbursable expenses is found in subsequent
paragraphs.

================================================================================


                                      -35-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Vacancy and Collection Loss

      A deduction must be made from the total gross revenues due an investor in
the subject property to account for the possibility of vacancy and/or
non-collection of rent. We have, therefore, deducted 3 percent from gross
revenues as a global allowance for the non-payment of rent or expenses by a
lessee. This rate has considered the creditworthiness of the tenant roster and
long-term market conditions.

      Additionally, our analysis over time has incorporated a lag vacancy
allowance which provides for "down time" between the expiration of an existing
lease and the commencement of a new lease. Upon the expiration of a lease, it is
our best estimate that there is a 65 percent probability that the tenant will
renew and a 35 percent probability that the tenant will vacate. At renewal, no
down time is recognized should the tenant vacate. Regarding turnover, an average
down time of approximately six months time would be reasonable. Therefore, the
weighted average lag vacancy utilized between lease expirations in this report
is two months.

================================================================================
                              Lag Vacancy Allowance
================================================================================
  Event       Probability       X           Down Time       =      Weighted Time
================================================================================
Rollover          65%           x          - 0 -            =       - 0 -
Turnover          35%           x            6 months       =         2 months
- --------------------------------------------------------------------------------
Total            100%          Average Weighted Time        =         2 months
================================================================================

      In the initial year of the stabilized investment, there was $27,248 of lag
vacancy. Additionally, credit loss was placed at $80,011 or 3 percent of
potential gross revenues. Combined, the vacancy and credit loss in year one of
the stabilized investment period is 4.0 percent. The reader should note that,
through the subsequent 10 years of our cash flow analysis, total vacancy and
credit loss are projected to amount to an average of 8.2 percent of potential
gross revenues. This is more in line with current market attitudes.

Operating Expenses

      We were provided with historic operating expense data for the subject
property. We have also been provided with current ownership's operating pro
forma. On the opposing page is a presentation of these data sets.

      As can be seen, historic operating expenses at the subject property from
1994 through 1996 ranged from $3.96 to $4.22 per square foot. Current ownership
budgets operating expenses at $4.22 per square foot for 1997. In the initial
year of the investment holding period, we project operating expenses to be $4.23
per square foot at the subject property based upon the following:

      Utilities - This expense category includes energy to operate the common
      areas plus water and sewer charges. Historically, this cost has ranged
      from $0.49 to $0.65 per square foot, with a budgeted cost for 1997 of
      $0.57 per square foot. Thus, we have concluded a charge of $0.57 per
      square foot, which has been applied to the subject's occupied area. This
      results in a first year utility expense of $109,111.

================================================================================


                                      -36-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Vacancy and Collection Loss

      A deduction must be made from the total gross revenues due an investor in
the subject property to account for the possibility of vacancy and/or
non-collection of rent. We have, therefore, deducted 3 percent from gross
revenues as a global allowance for the non-payment of rent or expenses by a
lessee. This rate has considered the creditworthiness of the tenant roster and
long-term market conditions.

      Additionally, our analysis over time has incorporated a lag vacancy
allowance which provides for "down time" between the expiration of an existing
lease and the commencement of a new lease. Upon the expiration of a lease, it is
our best estimate that there is a 65 percent probability that the tenant will
renew and a 35 percent probability that the tenant will vacate. At renewal, no
down time is recognized should the tenant vacate. Regarding turnover, an average
down time of approximately six months time would be reasonable. Therefore, the
weighted average lag vacancy utilized between lease expirations in this report
is two months.

                             Lag Vacancy Allowance
================================================================================
  Event      Probability      X           Down Time       =        Weighted Time
================================================================================
Rollover         65%          x         - 0 -             =        - 0 -
Turnover         35%          x           6 months        =          2 months
- --------------------------------------------------------------------------------
Total           100%         Average Weighted Time        =          2 months
================================================================================

      In the initial year of the stabilized investment, there was $27,248 of lag
vacancy. Additionally, credit loss was placed at $80,011 or 3 percent of
potential gross revenues. Combined, the vacancy and credit loss in year one of
the stabilized investment period is 4.0 percent. The reader should note that,
through the subsequent 10 years of our cash flow analysis, total vacancy and
credit loss are projected to amount to an average of 8.2 percent of potential
gross revenues. This is more in line with current market attitudes.

Operating Expenses

      We were provided with historic operating expense data for the subject
property. We have also been provided with current ownership's operating pro
forma. On the opposing page is a presentation of these data sets.

      As can be seen, historic operating expenses at the subject property from
1994 through 1996 ranged from $3.96 to $4.22 per square foot. Current ownership
budgets operating expenses at $4.22 per square foot for 1997. In the initial
year of the investment holding period, we project operating expenses to be $4.23
per square foot at the subject property based upon the following:

      Utilities - This expense category includes energy to operate the common
      areas plus water and sewer charges. Historically, this cost has ranged
      from $0.49 to $0.65 per square foot, with a budgeted cost for 1997 of
      $0.57 per square foot. Thus, we have concluded a charge of $0.57 per
      square foot, which has been applied to the subject's occupied area. This
      results in a first year utility expense of $109,111.

================================================================================


                                      -36-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Insurance - Our files reveal a comparable cost for liability and hazard
      insurance to range from $0.08 to $0.22 per square foot of rentable
      building area. Historically, this expense has ranged from $0.12 to $0.13
      per square foot at the subject property. We have stabilized insurance
      expense at $0.13 per square foot for this analysis after considering the
      subject's operating history and budgeted cost for 1997.

      Management - This item of expense provides for professional management
      services like collections, supervision and the preparation of all budgets.
      According to the subject's operating history, this cost has ranged from
      $0.29 to $0.42 per square foot. Our files indicate that the cost for this
      service typically ranges from $0.50 to $0.75 per square foot. Based upon
      the subject's operating history, 1997 budgeted cost of $0.43 per square
      foot and comparable expense data, we have concluded a management expense
      in the initial year of the holding period of $0.50 per square foot.

      Real Estate Taxes - This item is sensitive to a specific local
      jurisdiction so that a direct comparison with those expense data available
      from the market is not possible. However, in the Real Estate Tax and
      Assessments section of this report, we document the level of assessments
      of the subject property and comment on its reasonableness. As the
      subject's assessment has been recently reduced by court order and
      considered similar to its competition, we have utilized the actual taxes
      over it here.

      Cleaning - This expense item typically includes the cost for daily
      janitorial services including supplies. From 1994 to 1996 this expense has
      indicated a range from $0.47 to $0.60 per square foot, with a 1997
      budgeted cost of $0.60 per square foot. However, at the present time
      General Instrument is taking care of its own janitorial services. Thus,
      the indicated unit rates are skewed by the inclusion of this space in the
      calculation. For the purposes of this valuation we have applied a more
      market oriented rate for suburban office space of $0.90 per square foot to
      the subject's occupied area.

      Maintenance - This expense category includes the annual cost of
      maintaining the facility with supplies and labor. Historically, these
      costs have ranged from $0.31 to $0.46 per square foot. The 1997 budgeted
      cost for this expense item is $0.33 per square foot. In the initial year
      of the investment, we have stabilized the maintenance costs at the
      budgeted figure of $0.33 per square foot.

      Outside Contracts - At properties like the subject, it is necessary to
      engage outside contractors for services that include landscaping, snow
      removal and trash removal. According to ownership, the costs associated
      with outside contracts has historically ranged from $0.50 to $0.70 per
      square foot. In addition, ownership has budgeted $0.56 per square foot for
      1997. Thus, in the initial year of the investment, we have placed the cost
      for outside contracts at $0.56 per square foot.

================================================================================


                                      -37-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Administrative - in the course of operation, ownership will incur
      administrative costs such as salaries, legal and accounting fees, etc.
      Historically, this expense item has ranged from $0.44 to $0.80 per square
      foot, with a 1997 budgeted cost of $0.78 per square foot. For purposes of
      this valuation, we have estimated the administrative costs to be $0.70 per
      square foot.

      Miscellaneous - Invariably, miscellaneous expenses occur in the operation
      of a property such as the subject. These include advertising and
      promotional expenses, space planning, brochures, and a contingency for the
      unknown. Historically, this expense has ranged from $0.04 to $0.09 per
      square foot, with a budgeted cost of $0.17 per square foot. For this
      analysis, miscellaneous operating expenses are stabilized at $0.05 per
      rentable square foot of building area.

      Operating expenses are forecasted to increase at an average annual rate of
3.5 percent over the investment holding period. The forecast of projected growth
rates in all categories of expense reflect typical investor expectations as
noted in the Cushman & Wakefield Investor Survey, which has been placed among
the Addenda to this report. Except where noted, our projected growth rates for
the various types of expense categories generally do not attempt to reflect
growth rates for any individual year, but rather the long term trend over the
period of analysis.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

      Tenant Alterations - Upon the expiration of a lease, it is our best
      estimate that there is a 65 percent probability of the existing tenant
      renewing their lease and a 35 percent probability that the existing tenant
      will vacate. The current cost to alter and re-decorate office space for a
      rollover tenant is estimated to be $7.00 per square foot while that to
      prepare space for a new turnover tenant is estimated to be $12.00 per
      square foot. On average, then, the weighted cost of tenant alterations is
      projected to be $8.75 per square foot in the initial year of the
      investment holding period. The following is a presentation of these
      computations.

================================================================================
                            Tenant Improvements Costs
================================================================================
  Event       Probability     X          Unit Cost       =        Weighted Cost
================================================================================
Rollover         65%          X         $ 7.00/SF        =          $ 4.55/SF
Turnover         35%          X         $12.00/SF        =          $ 4.20/SF
- --------------------------------------------------------------------------------
Total           100%         Average Weighted Cost       =          $ 8.75/SF
================================================================================

================================================================================


                                      -38-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Leasing Commissions - In estimating the appropriate stabilized leasing
      expense for the subject property, the same rollover/turnover probabilities
      as described above are utilized. The standard leasing commission for new
      tenants is 6 percent of the first year's rent, 5 percent of the second, 4
      percent of the third and 3 percent of each succeeding year's contract
      rent, payable at lease commencement. Based upon an average five year lease
      term, leasing commissions are equal to 4.2 percent of total base rental
      income. The following is a summary of these computations.

      ==========================================================================
                          Effective Leasing Commissions
                          Average Five Year Lease Tenn
                                 Turnover Tenant
      ==========================================================================
      Lease Year       %        X     Commission            =      Weighted Rate
      ==========================================================================
           1          20%       X         6%                =          1.20%
           2          20%       X         5%                =          1.00%
           3          20%       X         4%                =           .80%
           4          20%       X         3%                =           .60%
           5          20%       X         3%                =           .60%
      --------------------------------------------------------------------------
         Total       100%      Effective Commission Rate    =          4.20%
      ==========================================================================

      For a tenant who elects to renew a lease, half of a commission is payable.
      On a weighted average basis, then, leasing commissions are equal to 2.84
      percent of total effective base rental income over the term. The following
      is a presentation of these computations.

      ==========================================================================
                           Leasing Commission Expense
      ==========================================================================
         Event      Probability    X          Commission    =      Weighted Rate
      ==========================================================================
       Rollover       65%          X             2.1%       =          1.37%
       Turnover       35%          X             4.2%       =          1.47%
      --------------------------------------------------------------------------
       Total         100%          Average Weighted Rate    =          2.84%
      ==========================================================================

      Reserves - It is customary and prudent to set aside an amount annually for
      the replacement of short lived capital items such as roofs, parking lots,
      or mechanical equipment. In this analysis, we have projected an allowance
      for reserves of $0.10 per square foot of rentable building area which is
      typical in the local market place for a property like the subject.
      Reserves for replacements are therefore stabilized at $21,183.

      Other non-operating expenses are also forecasted to increase at an average
annual rate of 3.5 percent over the investment holding period. This too is
consistent with the Cushman & Wakefield Investor Survey. Again, our projected
growth rates for the various types of expense categories generally do not
attempt to reflect growth rates for any individual year, but rather the long
term trend over the period of analysis.

================================================================================


                                      -39-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Terminal Capitalization Rate - The residual cash flows annually generated
      by the subject property comprise only the first part of the return which
      an investor will receive. The second component of this investment return
      is the pre-tax cash proceeds from the resale of the property at the end of
      a projected investment holding period. A terminal capitalization rate was
      used to estimate the market value of the property at the end of the
      assumed investment holding period. We estimated an appropriate terminal
      rate based on indicated rates in today's market. A premium was added to
      today's rate to allow for the risk of unforeseen events or trends which
      might affect our estimate of net operating income during the holding
      period.

      ==========================================================================
                         Summary of Capitalization Rates
      ==========================================================================
        Sale                    Location                     Capitalization Rate
      #.
      ==========================================================================

          1            West Valley Business Center                 10.95%
                       Tredyffrin Township
                       Chester County, PA

          2            Southampton Office Park                     12.37%
                       Upper Southampton Township
                       Bucks County, PA

          3            Greentree Executive Campus                   9.14%
                       Evesham Township
                       Burlington County, NJ

          4            Greentree Commons                           11.46%
                       Evesham Township
                       Burlington County, NJ
      ==========================================================================
      Terminal Capitalization Rate Selected                        11.0%
      ==========================================================================

      Investors typically add 50 to 100 basis points to the "going-in" rate to
      arrive at a terminal capitalization rate, according to Cushman &
      Wakefield's periodic investor surveys. Our survey indicates that terminal
      capitalization rates have ranged from 8.0 to 11.0 percent. Based on our
      most recent experience, we have found little variance between going in and
      terminal rates. For this analysis, it is our projection that the subject
      property would most likely be sold at the end of the 10th year of the
      holding period for an amount equal to what would be the next year's net
      operating income capitalized at an overall rate of 11 percent. The 11th
      year's computed net operating income is employed at this point as it would
      be the first received by a new purchaser of the subject property. It is
      projected, then, that a current investor would dispose of the subject
      property at the end of the projected holding period for an amount equal to
      $22,033,000 or $104.01 per square foot of building area.

================================================================================


                                      -40-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Transaction Costs - From the projected $22,033,000 reversion to an
      investor in the subject property, we have deducted a total of $661,000 to
      account for the various transaction costs associated with the sale of an
      asset of this type. These costs consist of 3 percent of the total
      disposition price of the subject property as an allowance for transfer
      taxes, professional fees, and other miscellaneous expenses that the seller
      pays at final closing. Deducting these transaction costs from the computed
      reversion renders pre-tax net proceeds of sale equal to $21,372,000 to be
      received by an investor in the subject property at the end of the holding
      period.

      Discount Rate - In our valuation, we endeavored to reflect the most likely
      actions of typical buyers and sellers in this market. We forecasted cash
      flows and discounted them and the future property value at reversion to a
      present value at various rates of return (yield rates) currently required
      by investors for similar quality real property. The yield rate (internal
      rate of return or IRR) is the single rate that discounts all future
      benefits (cash flow and reversion) to an estimate of net present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
      national real estate investors to determine their investment objectives.
      Following is a brief review of internal rates of return, overall rates,
      and income and expense growth rates considered acceptable by respondents.
      The entire survey is included among the Addenda to this report.

      ==========================================================================
                           AUTUMN 1996 INVESTOR SURVEY
                          FOR SUBURBAN OFFICE BUILDINGS
      ==========================================================================
                      GOING-IN             TERMINAL            IRR
      --------------------------------------------------------------------------
                   Low       High       Low      High      Low     High
      ==========================================================================
      Mean        8.80%      9.50%     9.30%     9.90%    11.2%    11.6%
      --------------------------------------------------------------------------
      Range       8.00%      11.0%     8.00%     11.0%    10.0%    13.0%
      ==========================================================================

      The wide range of investment parameters indicates that property risk and
      yield are assessed to a particular investment property based on a variety
      of variables. Risk is the primary determinant, and the risk variables
      include whether current contract rents are significantly above or below
      current market rents; the amount and timing of tenant rollovers; the risk
      to lease-up the property and the strength of the market during the
      lease-up period; the durability of the cash flow, and its ability to
      increase with inflation along with the creditworthiness of the existing
      tenancy. Risk is also dependent on investor demand for the property type;
      the diversification of the metropolitan area; the property's location
      within the local market; the supply and demand for the property type
      within the market; and the effective age of the property.

================================================================================


                                      -41-
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The internal rate of return and terminal capitalization rate selected for
      this analysis were strongly influenced by our recent Investor Survey. We
      realize that this type of survey reflects target rather than transactional
      rates. Transactional rates are usually difficult to obtain in the
      verification process and are actually only target rates of the buyer at
      the time of sale. The property's performance will ultimately determine the
      actual yield and capitalization rate at the time of sale after a specific
      holding period. We have found that, in improving markets or with above
      average properties, demand will be high and transactional rates may be
      lower than target rates that are quoted in surveys. We have tried to
      recognize this factor in our choice of these two rates for our cash flow
      model.

      Considering the locational attributes, physical traits and economic
      characteristics of the subject property, we believe a discount rate
      ranging from 11.0 percent to 12.0 percent would be appropriate for the
      subject property in light of the investment criteria presented here. Thus,
      we have discounted the projected future pre-tax cash flows to be received
      by an investor in the subject property to a present value so as to yield 
      11.0 percent to 12.0 percent on capital at 25 basis point intervals over
      the holding period. This discounting process is summarized as follows:

      ==========================================================================
                               Investment Summary
      ==========================================================================
      Discount Rate        Present Worth         Unit Rate         Overall Rate
      ==========================================================================
         11.00%             $14,717,000         $69.47/SF             12.61%
         11.25%             $14,463,000         $68.28/SF             12.84%
         11.50%             $14,214,000         $67.10/SF             13.06%
         11.75%             $13,970,000         $65.95/SF             13.29%
         12.00%             $13,732,000         $64.82/SF             13.52%
      ==========================================================================

      Through such a sensitivity analysis, it can be seen that the present value
      of the subject property varies from approximately $13,732,000 to
      $14,717,000. Considering the quality of the tenant roster in place at the
      subject, we believe a discount rate which falls toward the mid-point of
      the range now required in the marketplace to be appropriate in this case.
      Using an 11.50 percent internal rate of return, our discounted cash flow
      model computes to a present worth of $14,214,000 which we round to
      $14,200,000 as an indication of market value for Masons Mill Business Park
      via the Income Capitalization Approach.

      This indication of value produces a skewed non-descriptive "going-in"
      overall capitalization rate of 13.06 percent, due to the potential for a
      large amount of tenant turnover at the subject property over the next 12
      to 18 months with the departure of General Instrument. Additionally, based
      upon a currently indicated value of $14,200,000 and a projected future
      gross reversionary value of approximately $22,000,000, a compound annual
      rate of appreciation of 4.48 percent is computed. Although this percentage
      increase is higher than anticipated value appreciation, it was thought to
      be reasonable when considering the costs associated with leasing the space
      to be vacated by General Instrument. Finally, with regard to the
      composition of the internal rate of return employed here, approximately 49
      percent of the expected yield is from cash flows while the balance is
      attributable to property reversion. Once again, this percentage, which is
      lower than the norm is affected by the cost associated with departure of
      General Instrument.

================================================================================


                                      -42-
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.

            Sales Comparison Approach                              $13,800,000
            Income Capitalization Approach                         $14,200,000

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, as of July 1, 1997 was:

                  FOURTEEN MILLION TWO HUNDRED THOUSAND DOLLARS

                                   $14,200,000

================================================================================


                                      -43-
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -44-
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

      Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

================================================================================


                                      -45-
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

      We certify that, to the best of our knowledge and belief:

1.    Michael A. Lagreca inspected the property. John B. Rush, MAI has reviewed
      and approved the report and but did not inspect the property.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, John B. Rush has completed the requirements
      of the continuing education program of the Appraisal Institute.


/s/ Michael A. Lagreca
- --------------------------------------
Michael A. Lagreca
Valuation Advisory Services
Pennsylvania Certified
General Appraiser #GA-000218-L


/s/ John B. Rush
- --------------------------------------
John B. Rush, MAI
Director
Valuation Advisory Services
Pennsylvania Certified
General Appraiser#GA-000331-L

================================================================================


                                      -46-
<PAGE>

                                                                         ADDENDA
================================================================================

                                 INVESTOR SURVEY
                           APPRAISERS' QUALIFICATIONS


                                      -47-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19

<PAGE>

                                            QUALIFICATIONS OF MICHAEL A. LAGRECA
================================================================================

Professional Affiliations

      Candidate, Appraisal Institute (MAI Candidate #M88-2569)
      New Jersey Certified General Appraiser (Certificate #RG 01409)
      Pennsylvania Certified General Appraiser (Certificate #GA-000218-L)
      Pennsylvania Real Estate Broker (License #RB-047892-L)

Real Estate Experience

      Senior Appraiser, Cushman & Wakefield Valuation Advisory Services,
      specializing in commercial and industrial real estate appraisal and
      investment counseling. Cushman & Wakefield is an international full
      service real estate organization and a Rockefeller Group Company.

      Self-employed, real estate appraiser and consultant preparing valuation
      assignments on all types of real estate throughout the Delaware Valley
      from June, 1991 to April, 1996.

      Fee Appraiser, Louis A. Iatarola Realty Appraisal Group of Philadelphia,
      Pennsylvania, a full service appraisal and consulting firm, specializing
      in commercial and industrial appraisal assignments from August, 1985 to
      June, 1991.

      Fee Appraiser, Valentino H. Pasquarella Company of Fort Washington,
      Pennsylvania, an appraisal firm specializing in commercial, industrial and
      residential real estate valuations from June, 1985 to August, 1985.

      Staff Appraiser, American Appraisal Associates of Princeton, New Jersey, a
      national appraisal organization engaging in the valuation of industrial,
      commercial and special purpose real estate from January, 1981 to June,
      1985.

Formal Education

      Temple University, Philadelphia, Pennsylvania
      January, 1981, Bachelor of Science, Real Estate

      Appraisal Institute, Chicago, Illinois 
        Real Estate Appraisal Principals - Course 1A-1 
        Basic Valuation Procedures - Course 1A-2 
        Capitalization Theory and Technique Part A - Course 1 B-A 
        Capitalization Theory and Technique Part B - Course 1 B-B 
        Case Studies in Real Estate Valuation - Course 2-1 
        Valuation Analysis and Report Writing - Course 2-2 
        Standards of Professional Practice - SPP-A 
        Standards of Professional Practice - SPP-B
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY. NOTIFY AGENCY WITHIN 10 DAYS OF ANY CHANGE

                          Commonwealth of Pennsylvania

                              Department of State

                 Bureau of Professional and Occupational Affairs

                     P.O. BOX 2649 Harrisburg PA 17105-2649

            [SEAL OF BUREAU OF PROFESSIONAL AND OCCUPATIONAL AFFAIRS]

Certificate Number      Certificate Date        Issued            Expires

GA-000218-L             JUL 01 1991             JUN 15 1995       JUN 30 1997

                                                         Issued To:


/s/ Michael A. Lagreca
- -----------------------------------------------------
Signature                                                MICHAEL ANTHONY LAGRECA
                                                         2060 ACORN PLACE
                                                         HUNTINGDON VLY PA 19006
/s/ Dorothy Childres
- -----------------------------------------------------
Commissioner of Professional and Occupational Affairs

ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S. Section 4911
================================================================================
<PAGE>

                                                  QUALIFICATIONS OF JOHN B. RUSH
================================================================================

Professional Affiliations

      Member, Appraisal Institute (MAI Designation #7261)
      Delaware Certified General Appraiser (Certificate #X1-0000051)
      Maryland Certified General Appraiser (Certificate #10041)
      New Jersey Certified General Appraiser (Certificate #RG 00808)
      Pennsylvania Certified General Appraiser (Certificate #GA-000331-L)
      Pennsylvania Real Estate Broker (License #AB043144A)
      Affiliate, Tri-State Commercial & Industrial Association of Realtors 
      Associate, Urban Land Institute (Associate #164089)

Real Estate Experience

      Director of Cushman & Wakefield of Pennsylvania, Inc. and Manager of its
      Valuation Advisory Services Department in Philadelphia. Cushman &
      Wakefield is a international full service real estate organization and a
      Rockefeller Group Company.

      Senior Appraiser, Cushman & Wakefield Appraisal Division, specializing in
      commercial and industrial real estate appraisal and investment counseling
      throughout the nation from January, 1980 to September, 1985.

      Staff Appraiser, Boyle/Helbig Realty, Inc. of Philadelphia, Pennsylvania,
      specializing in commercial and industrial real estate appraisal and
      investment counseling throughout a wide geographic area from December,
      1977 to December, 1979.

      Associate, Michael Singer Real Estate Company of Philadelphia,
      Pennsylvania, specializing in the investment, leasing and management of
      local commercial and residential real estate from June, 1975 to December,
      1977.

Formal Education

      Drexel University, Philadelphia, Pennsylvania
       Master of Business Administration - 1982

      Saint Joseph's College, Philadelphia, Pennsylvania
       Bachelor of Arts - 1975

      Appraisal Institute, Chicago, Illinois
       Required Courses of Study Leading to the MAI Designation
       Various Lectures and Seminars for Continuing Education Credits

      Board of Realtors, Philadelphia, Pennsylvania
       Required Courses of Study for State Licensure
<PAGE>

                                                  Qualifications of John B. Rush
================================================================================

Qualified Expert Witness

      United States Bankruptcy Court,
      Eastern District of Pennsylvania

      United States Bankruptcy Court,
      Middle District of Pennsylvania

      Court of Common Pleas
      Dauphin County, Pennsylvania

      Board of Assessment Appeals
      Bucks County, Pennsylvania

      Board of Revision of Taxes
      City of Philadelphia

      Board of Tax Review
      City of Philadelphia

      Board of Assessment Appeals
      Dauphin County, Pennsylvania
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY. NOTIFY AGENCY WITHIN 10 DAYS OF ANY CHANGE

                          Commonwealth of Pennsylvania

                              Department of State

                 Bureau of Professional and Occupational Affairs

                     P.O. BOX 2649 Harrisburg PA 17105-2649

            [SEAL OF BUREAU OF PROFESSIONAL AND OCCUPATIONAL AFFAIRS]

Certificate Number      Certificate Date        Issued            Expires

GA-000331-L             SEP 10 1991             MAY 15 1995       JUN 30 1997

                                                        Issued To:


/s/ John B. Rush
- -----------------------------------------------------
Signature                                               JOHN BENJAMIN RUSH
                                                        325 POWDER HORN ROAD
                                                        FORT WASHINGTON PA 19034
/s/ Dorothy Childres
- -----------------------------------------------------
Commissioner of Professional and Occupational Affairs

ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S. Section 4911
================================================================================





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                    ========================================

                     COMPLETE APPRAISAL OF
                     REAL PROPERTY

                     Northpark Mall
                     Northside of East County Line Road
                     @ South Wheatley Street
                     City of Ridgeland, Madison County, Mississippi

                    ========================================
                     IN A SELF-CONTAINED REPORT

                     As of June 1, 1996




                    Cadillac Fairview U.S. Inc.
                    20 Queen Street West, 4th Floor
                    Toronto, Ontario M5H 3R4




                    Cushman & Wakefield, Inc.
                    Valuation Advisory Services
                    51 West 52nd Street, 9th Floor
                    New York, New York 10019-6178

<PAGE>

Cushman & Wakefield, Inc.                                                
51 West 52nd Street                                                    CUSHMAN &
New York, NY 10019-6178                                             WAKEFIELD(R)
(212) 841~-7500                                             Improving your place
                                                                   in the world.


June 19, 1996


Mr. John Macdonald
Senior Vice President, Finance & Treasurer
Cadillac Fairview U.S., Inc.
20 Queen Street West, 4th Floor
Toronto, Ontario M511 3R4

Re:   Complete Appraisal of Real Property
      Northpark Mall
      Northside of East County Line Road
      @ South Wheatley Street
      City of Ridgeland, Madison County, Mississippi

Dear Mr. Macdonald:

In fulfillment of our agreement as outlined in the Letter of Engagement, Cushman
& Wakefield, Inc. is pleased to transmit our Self-Contained appraisal report
estimating the market value of the leased fee estate in the above referenced
property. Subject improvements consist of a 309,675+/- square foot enclosed
regional mall which also features four anchor stores which are separately owned,
and not a part of this appraisal.

The value opinion reported herein is qualified by certain assumptions, limiting
conditions, certifications, and definitions, which are set forth in the report.
This report has been prepared for Cadillac Fairview U.S. Inc. ("Client") and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield,
Inc.

The property was inspected by and the report was prepared by Robert S. Nardella.
Richard W. Latella, MAI has reviewed and approved the report, but did not
inspect the property.

Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of June 1, 1996, was:

                           EIGHTY FIVE MILLION DOLLARS
                                   $85,000,000

This report has been prepared in accordance with our interpretation of your
guidelines, and in compliance with the Uniform Standards of Professional
Appraisal Practice, including the Competency Provision.


<PAGE>


Cushman & Wakefield, Inc.

Mr. John Macdonald
Cadillac Fairview U.S., Inc.
June 19, 1996
Page 2


This letter is invalid as an opinion of value if detached from the report, which
contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield, Inc.


/s/ Robert S. Nardella
- ----------------------
Robert S. Nardella
Director
Valuation Advisory Services
State of Mississippi
Temporary Privilege/Certification No. TG-297


/s/ Richard W. Latella
- ----------------------
Richard W. Latella, MAI
Senior Director
Retail Valuation Group
Reviewed and Approved
without physical inspection

RSN:RWL:do


<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

 Property Name:            Northpark Mall

 Property Type:            Enclosed regional mall.

 Location:                 The subject property is located on the north side of 
                           East County Line Road, at South Wheatley Street in 
                           the  City of Ridgeland, Madison County, Mississippi.

 Interest Appraised:       Lease Fee Estate

 Date of Value:            June 1, 1996

 Date(s) of Inspection:    April 5,1996

 Ownership:                Ridgeland Associates; a partnership owned by C.F.
                           Jackson Associates (80%) and Profitt's Department
                           Stores (20%).

 Land Area
   Owned:                  36.613+/- acres
   Un-owned Anchors:       37.329+/- acres*
                           ----------------
   Total:                  73.942+/- acres

                           * The anchor stores and land are separately owned.

 Zoning:                   C-6; Regional Shopping Mall District..

 Highest and Best Use
   As If Vacant:           Retail development built to maximum feasible F.A.R.

   As Improved:            Continued retail use as a super-regional mall.

 Improvements:             Two-level enclosed super-regional mall containing
                           309,675+/- square feet of gross leasable area.  
                           The Mall is anchored by Dillards, McRae's, JC Penney 
                           and Gayfer's.

 Gross Leasable Area
   Dillards*:              150,000+/- SF
   McRae's*:               205,000+/- SF
   JC Penney*:             136,449+/- SF
   Gayfers*:               155,276+/- SF
   Mall Shops:             309,675+/- SF
   -----------             -------
   Total GLA:              956,400+/- SF
   Total Owned GLA:        309,675+/- SF

*    The anchors are separately owned.

<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

  Year Built:   1984

Summary of Income and Expense Information:

                        ========================================================
                                           Operating Summary
                        ========================================================
                                                  Actual 1995     Budget 1996
                        ========================================================
                           Minimum Rent           $5,929,598       $6,375,407
                        --------------------------------------------------------
                           Overage Rent           $  489,009       $  325,023
                        --------------------------------------------------------
                          Recoveries/Other        $3,673,137       $4,449,074
                        --------------------------------------------------------
                          Total Expenses          $3,700,057       $4,126,568
                        --------------------------------------------------------
                        Net Operating income      $6,391,687       $7,022,936
                        ========================================================

Income Approach Assumptions

Current Occupancy:             92.8%; this figure includes leases which have
                               recently been signed or are projected to commence
                               in 1996 prior to our date of valuation

Stabilized Occupancy:          95%

Sales Growth:                  3.5% - 1996-2005

Rent Growth:                   3.5% - 1996-2005

Expense Growth:                3.5% - 1996-2005

Tax Growth:                    3.5% - 1996-2005

Tenant Alterations
      New:                     $10.00/SF
      Renewal:                 $ 2.00/SF

Renewal Probability:           70.0%

Going-in Cap Rate:              8.25 - 8.75%

Terminal Cap Rate:              8.75 - 9.25%

Discount Rate:                 11.25 - 11.75%

Value Indicators
  Cost Approach                N/A


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

  Sales Comparison Approach                $83,000,000 to $86,000,000
       Value Per Square Foot:              $268.02 to $277.71

   Income Approach
     Discounted Cash Flow:                  $84,300,000
     Direct Capitalization:                 $85,800,000

Value Conclusion:                           $85,000,000
   Value Per Square Foot:                   $274.48 (GLA - 309,675 SF owned GLA)
   Implicit Capitalization Rate (FY 1997):  8.32% (NOI - $7,072,211)

Exposure Time Implicit
   In Market Value Estimate:                12+/- months

Special Assumptions Affecting Valuation:

     1.   Throughout this analysis we have relied on information provided by
          ownership and management which we assume to be accurate. In this
          regard, we have reviewed lease abstracts for all tenants, a current
          rent roll, operating statements, and a 1996 budget for income and
          expenses at the subject property.

     2.   Our cash flow analysis and valuation has recognized that all signed
          leases and any pending leases with a high probability of being
          consummated are implemented according to the terms presented to us by
          management. Such leases are identified within the body of this report.

     3.   The forecasts of income, expenses, and absorption of vacant space are
          not predictions of the future. Rather, they are our best estimates of
          current market thinking on future income, expenses, and demand. We
          make no warranty or representation that these forecasts will
          materialize.

     4.   The Americans With Disabilities Act (ADA) was enacted in 1990,
          requiring equal access to public places for disabled persons.
          Virtually all landlords of commercial facilities and tenants engaged
          in business that serve the public have compliance obligations under
          the law. While we are not experts in this field, our understanding of
          the law is that it is broad-based and that most existing commercial
          facilities are not in full compliance because of construction prior to
          enactment. We recommend a compliance study be performed by qualified
          personnel to determine the extent of potential non-compliance at the
          subject and any costs to cure.

     5.   Please refer to the complete list of assumptions and limiting
          conditions included at the end of this report.


<PAGE>


                                        PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]

                          An exterior view of McRae's.





                               [GRAPHIC OMITTED]

An exterior view of the Gayfers and an upper level entrance way to the mall.


<PAGE>


                                        Photographs of the Subject Property
================================================================================


                               [GRAPHIC OMITTED]

    A view of JC Penney and an entrance way to the mail on the lower level.




                               [GRAPHIC OMITTED]

An exterior view of Dillards, JC Penney and an entrance way to the mall on the
upper level.


<PAGE>


                                        Photographs of the Subject Property
================================================================================


                               [GRAPHIC OMITTED]

           A view of the mall ring road and the Cinema on the right.




                               [GRAPHIC OMITTED]

       A view of the common area outside Chic-Fil-A on the second floor.



                                       
<PAGE>


                                        Photographs of the Subject Property
================================================================================



                               [GRAPHIC OMITTED]




                               [GRAPHIC OMITTED]

                     Typical views of the mall shop space.


<PAGE>


                                        Photographs of the Subject Property
================================================================================


                                [GRAPHIC OMITTED]



                                [GRAPHIC OMITTED]

                         Views of the center court area.


<PAGE>

                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION

      Identification of Property .........................................     1
      Property Ownership and Recent History ..............................     1
      Purpose and Intended Use of the Appraisal ..........................     1
      Extent of the Appraisal Process ....................................     1
      Date of Value and Property Inspection ..............................     2
      Property Rights Appraised ..........................................     2
      Definitions of Value, Interest Appraised, and Other Pertinent Terms      2
      Legal Description ..................................................     3

REGIONAL ANALYSIS ........................................................     5

NEIGHBORHOOD ANALYSIS ....................................................    14

RETAIL MARKET ANALYSIS ...................................................    16

PROPERTY DESCRIPTION .....................................................    41
      Site Description ...................................................    41
      Improvements Description ...........................................    42

REAL PROPERTY TAXES AND ASSESSMENTS ......................................    47

ZONING ...................................................................    48

HIGHEST AND BEST USE .....................................................    49
      A. Highest and Best Use of Site As Though Vacant ...................    49
      B. Highest and Best Use of Property As Improved ....................    51

VALUATION PROCESS ........................................................    54

SALES COMPARISON APPROACH ................................................    55

INCOME APPROACH ..........................................................    70

RECONCILIATION AND FINAL VALUE ESTIMATE ..................................   101

ASSUMPTIONS AND LIMITING CONDITIONS ......................................   104

CERTIFICATION OF APPRAISAL ...............................................   106


<PAGE>


                                                          Table of Contents
================================================================================


ADDENDA   ................................................................   103
NATIONAL RETAIL MARKET ANALYSIS
STATE OF MISSISSIPPI TEMPORARY PRIVILEGE CERTIFICATE
1994 & 1995 OPERATING STATEMENTS AND 1996 BUDGET
RENT ROLL
PRO-JECT+ LEASE ABSTRACT REPORT 
PRO-JECT+ ASSUMPTIONS REPORT
PRO-JECT+ TENANT REGISTER REPORT 
PRO-JECT+ LEASE EXPIRATION REPORT ENDS FULL DATA REPORTS
MALL SALES (1991-1994) 
CUSHMAN & WAKEFIELD INVESTOR SURVEY


<PAGE>


                                                                INTRODUCTION
================================================================================

Identification of Property

     The subject of this appraisal is Northpark Mall, a two-level super-regional
mail located in the City of Ridgeland, Mississippi. The subject consists of
309,675 square feet of mall shop space, with the mall also featuring four anchor
stores which are separately owned. The anchor stores consist of Dillards,
McRae's, JC Penney and Gayfers. The gross leaseable area of the mall, inclusive
of anchor space is 956,400+/- square feet. The total site area is 73.942+/-
acres, of which 36.613+/- and acres is owned and a part of the subject real
estate. The remaining 37.329+/- acres are separately owned by each of the
respected anchor stores.

     The property is situated on the north side of East County Line road, at
South Wheatley Street in the City of Ridgeland, Madison County, Mississippi.

Property Ownership and Recent History

     Title to the subject property is held by Ridgeland Associates. Ridgeland
Associates is owned by a partnership which consists of CF Jackson Associates
(80% interest) and Profitt's Departments Stores (20% interest). The partnership
reportedly purchased the property on November 2, 1987.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of a leased
fee estate in the property. The appraisal is to be used by Client in connection
with a mortgage financing.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of all buildings and site improvements and a
          representative sample of shop spaces with Mike Hackstadt, the property
          manager; 

     o    Interviewed representatives of the property management company;

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent occupancy with the leasing manager;

     o    Reviewed a detailed history of income and expenses as well as a budget
          forecast for 1996;

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing shopping centers which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files;

     o    Prepared an estimate of stabilized income and expenses (for
          capitalization purposes);

     o    Prepared a detailed discounted cash flow (DCF) analysis using Pro-Ject
          +plus software for the purpose of discounting the forecasted net
          income stream into a present value of the leased fee estate for the
          center;


================================================================================

                                       -1-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                Introduction
================================================================================

     o    Conducted market inquiries into recent sales of similar properties to
          ascertain sale prices per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers;

     o    Prepared Sales Comparison and Income Approaches to value;

     o    Reconciled the value indications and concluded a final value estimate
          for the subject in its "as is" condition; and

     o    Prepared a Complete Appraisal of real property, with the results
          conveyed in this Self-Contained Report.

Date of Value and Property Inspection

     The date of value is June 1, 1996. On April 22, Robert S. Nardella
inspected the property and its environs. Richard W. Latella, MAI has reviewed
and approved the report but did not inspect the property.

Property Rights Appraised

     Leased Fee Estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

================================================================================

                                      -2-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Introduction
================================================================================

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject to
     the limitations imposed by the governmental powers of taxation, eminent
     domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Market Value As Is on Appraisal Date

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; related to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

     Legal Description

     We have not been provided with a complete legal description of the
property. Therefore, one has not been included in the report. A copy of a
composite site plan for the property has been included within the body of the
report.

================================================================================

                                       -3-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                               [GRAPHIC OMITTED]

                         ROAD MAP OF NORTHPARK MALL AREA

<PAGE>


                                                          REGIONAL ANALYSIS
================================================================================

     The Regional Analysis provides an overview of the general demographic and
economic trends within the subject's metropolitan statistical area and defined
trade region. The subject property is located in the City of Ridgeland within
Madison County, in the central region of Mississippi. Jackson, the state
capital, is located in the southern region of the eastern United States. The
Jackson Metropolitan Statistical Area (MSA) is comprised of Hinds, Madison and
Rankin counties. According to Sales & Marketing Management 1995 Survey of Buying
Power, the Jackson MSA ranks 129th in the country in suburban population and
120th in total population.

Population

<TABLE>
<CAPTION>
===========================================================================================
                          POPULATION STATISTICS                         Compounded Average
                 Jackson MSA and the State of Mississippi                 Annual Change
===========================================================================================
                            1980        1990       1996       2001    1980-1996  1996-2001
- ----------------------- ----------- ----------  ---------- ----------- --------- ----------
<S>                       <C>         <C>         <C>         <C>        <C>       <C> 
Jackson MSA               362,038     395,396     425,564     463,468   +1.02%    +1.72
- ----------------------- ----------- ----------- ---------- ----------- --------- ----------
 State of Mississippi   2,520,639   2,573,216   2,708,787   2,819,518   +.45%     +. 80
- ----------------------- ----------- ----------- ---------- ----------- --------- ----------
 United States(000)       226,546     248,710     265,038     277,157   +.99%     +.90
===========================================================================================
Source: Equifax National Decision Systems
===========================================================================================
</TABLE>

     The Jackson Metropolitan Statistical Area has experienced an increase in
population over the past decade. Equifax National Decision Systems estimates
that the population of the Jackson MSA is 425,564, indicating a 1.02 annual
increase over the 1980 census. During this time period, the rate of population
growth within the Jackson MSA has significantly exceeded the state as a whole,
and been generally consistent with the United States. Through 2001, the Jackson
MSA is anticipated to have an accelerated rate of population growth of 1.72
percent per annum, which exceeds that which is projected for the state and the
nation as a whole.

     Provided on the following page is a graphic representation of the
forecasted population change in the Jackson MSA over the five year period
between 1996 and 2001. As can be seen, the subject is located amidst the
communities which are expected to experience the highest rate of growth in the
next five years.

Households

     As will be discussed in greater detail within the retail market analysis, a
household consists of all the people which occupy a single housing unit. The
analysis of household formation is critical in formulating conclusions regarding
overall trends within the metropolitan area.

================================================================================

                                      -5-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                               [GRAPHIC OMITTED]

                           JACKSON, MS METROPOLITAN AREA


<PAGE>


                                                          Regional Analysis
================================================================================


     The following chart illustrates the historical and projected household
trends within the Jackson MSA, State of Mississippi, and the United States as
reported by ENDS.

<TABLE>
<CAPTION>
==================================================================== =====================
                     HOUSEHOLD STATISTICS                              Compounded Average
             Jackson MSA and the State of Mississippi                     Annual Change
===================== ============================================== =====================
                          1980        1990        1996       2001     1980-1996  1996-1996
- --------------------- ----------- ------------ ---------- ---------- ----------- ---------
<S>                      <C>         <C>         <C>         <C>        <C>        <C> 
Jackson MSA              120,354     140,157     159,185     175,718   +1.76%     +2.00
- --------------------- ----------- ------------ ---------- ---------- ----------- ---------
State of Mississippi     827,169     911,374     983,540   1,033,746   +1.09%     +1.00%
- --------------------- ----------- ------------ ---------- ---------- ----------- ---------
United States (000)       80,390      91,947     100,131     105,247   +1.38%     +1.00%
==========================================================================================
Source: Equifax National Decision Systems
==========================================================================================
</TABLE>

     Between 1980 and 1996, the Jackson MSA area added 38,831 households,
increasing by 1.76 percent per annum to 159,185 units. Between 1996 and 2001,
the number of households within the MSA is anticipated to grow by 2 percent per
annum to 175,718 households. While at a slower rate than the Jackson MSA, the
State of Mississippi is also expected to experience strong household growth in
the next 5 years.

     Household formation within the MSA, and the State of Mississippi has
occurred at rates in excess of population growth. Household growth is expected
to increase at rates in excess of population growth over the next five years, as
demonstrated previously. As a result, the number of persons per household is
expected to decrease through the year 2001. Within the Jackson MSA, the number
of persons per household is forecast to decrease from 2.82 persons in 1990 to an
estimated 2.63 persons in the year 2001. A greater number of smaller households
with fewer children generally indicates more disposable income within the trade
area.

Income

     According to Sales & Marketing Management's 1995 Survey of Buying Power,
the Jackson MSA's 1994 median household Effective Buying Income ((EBI)) of
$34,963 ranks 161st among the nation's largest 317 metropolitan statistical
areas. Additionally in terms of total effective buying income, the Jackson MSA
ranks 121st overall in the country. Jackson metropolitan area residents are more
affluent than those of the State of Mississippi. The median EBI for the State of
Mississippi in 1994 was $26,503 while the Jackson MSA's median EBI equated to
$34,963.

================================================================================

                                      -7-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Regional Analysis
================================================================================

     Equifax National Decision Systems provided 1995 income statistics for the
Jackson MSA and the State of Mississippi as illustrated below

================================================================================
                             1995 Income Statistics
                    Jackson MSA and the State of Mississippi   
================================================================================
                             Average Household    Median Household    Per Capita
                                   Income            Income             Income
================================================================================
Jackson MSA                       $47,658            $34,840            $18,252
- -------------------------- -------------------- ------------------- ------------
State of Mississippi              $35,750            $24,926            $13,291
- -------------------------- -------------------- ------------------- ------------
Difference in Income              $11,908            $ 9,914            $ 4,961
- --------------------------------------------------------------------------------
Source: Equifax National Decision Systems
================================================================================

     Provided on the following page is a graphic representation of the
distribution of average income levels within the Jackson MSA. The map
illustrates that the subject property is surrounded by the more affluent
communities in the MSA.

Employment Characteristics

     The greater Jackson area has a diversified economy that has contributed to
its growth and development. Metro Jackson is an economic center, leading the
region in finance, commerce, retailing, health care, transportation and
government. This diversity has protected the region from the ups and downs of a
single industry economy. As of December 1995, the Jackson metropolitan area had
a total civilian labor force of 274,300 persons and approximately 10,700 people
were unemployed indicating an unemployment rate of 3.9 percent.

     Unemployment in metropolitan Jackson has historically been below the state
and United States unemployment rates. A history of unemployment statistics for
the Jackson MSA, the State of Mississippi and the United States is presented
below.


================================================================================
                       History of Unemployment Statistics
================================================================================
                                       State of      
        Year          Jackson MSA     Mississippi        United States
- ----------------- ----------------- --------------- ----------------------------
        1990              5.3%            7.5%               5.5%
- ----------------- ----------------- --------------- ----------------------------
        1991              6.1%            8.6%               6.7%
- ----------------- ----------------- --------------- ----------------------------
        1992              5.8%            8.2%               7.4%
- ----------------- ----------------- --------------- ----------------------------
        1993              4.7%            6.4%               6.8%
- ----------------- ----------------- --------------- ----------------------------
        1994              4.5%            6.6%               6.1%
- ----------------- ----------------- --------------- ----------------------------
        1995              3.9%            6.1%               5.6%
- --------------------------------------------------------------------------------
Source: State of Mississippi Employment Security Commission
================================================================================


================================================================================
                                                                               
                                       -8-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                          JACKSON, MS METROPOLITAN AREA
                                                                           


                               [GRAPHIC OMITTED]
         [MAP OF JACKSON, MS METROPOLITAN AREA SHOWING HH 96 BY INCOME]


<PAGE>


     As exhibited on the previous chart, the unemployment rates for the MSA, the
State and the nation have all decreased annually since 1991 and 1992. The slowly
improving economy which the country has been experiencing has also affected the
Jackson MSA and the State of Mississippi.

     As can be seen, the Jackson MSA has historically, and continues to enjoy a
more favorable unemployment rate than both the state and nation as a whole.

     The entire metropolitan Jackson area has experienced diversification of its
economic base over the past five years. The distribution of employment by
industry from 1990 to 1995 and projected as of 2001 in non-agricultural
industries is shown below.

================================================================================
                      TOTAL NON-FARM EMPLOYMENT BY INDUSTRY
                                   Jackson MSA
================================================================================
  Employment      1990         % Of       1995       % of       2000       % of
    Sector                     Total                 Total                 Total
================================================================================
 Construction    10,400        4.57%     13,100      5.05%     13,500      4.90%
- --------------------------------------------------------------------------------
Manufacturing    22,400        9.83%     23,900      9.21%     25,500      9.30%
- --------------------------------------------------------------------------------
    TCPU         13,900        6.10%     15,000      5.78%     16,400      5.98%
- --------------------------------------------------------------------------------
    Trade        49,600       21.77%     58,200     22.44%     62,300     22.71%
- --------------------------------------------------------------------------------
    F.I.R.E      20,600        9.04%     21,500      8.29%     22,600      8.24%
- --------------------------------------------------------------------------------
   Services      57,900       25.42%     71,400     27,53%     76,700     27.96%
- --------------------------------------------------------------------------------
 Government      46,500       20.41%     49,800     19.20%     51,000     18.59%
- --------------------------------------------------------------------------------
     Other        6,500        2.84%      6,500      2.50%      6,300      2.30%
- --------------------------------------------------------------------------------
     Total      227,800      100.0%     259,400    100.0%     274,300     100.0%
- --------------------------------------------------------------------------------
Source: Woods & Poole
================================================================================

     The employment figures as of 1995 indicate that 9.21 percent of total
non-agricultural employment is in manufacturing of durable and non-durable goods
while 91.79 percent are employed in non-manufacturing employment. Of the
non-manufacturing industries, the service sector is the leader employing 27.53
percent while the trade industry and government account for 22.44 percent and
19.20 percent of total employment, respectfully in the Jackson MSA.

================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Regional Analysis
================================================================================

Leading Employers

     The top fifteen major employers within the Jackson MSA, are as follows:

================================================================================
     No    Employer/Company Name              No. of         Nature of Business
                                            Employees
======================================= ==================== ===================
     1     State of Mississippi               29,112          State Government
- --------------------------------------- -------------------- -------------------
     2     University of Mississippi           5,493          Health Care
           Medical Cent
- --------------------------------------- -------------------- -------------------
     3     U.S. Government                     5,200          Federal Government
- --------------------------------------- -------------------- -------------------
     4     Jackson School District             4,187          Education
- --------------------------------------- -------------------- -------------------
     5     MS Baptist Medical Center           2,780          Hospital
- --------------------------------------- -------------------- -------------------
     6     City of Jackson                     2,334          City Government
- --------------------------------------- -------------------- -------------------
     7     Mississippi State Hospital          2,054          Hospital
- --------------------------------------- -------------------- -------------------
     8     South Central Bell                  3,312          Communications
- --------------------------------------- -------------------- -------------------
     9     Jitney Jungle Stores                2,004          Grocery
- --------------------------------------- -------------------- -------------------
    10     Kroger                              1,800          Grocery Store
- --------------------------------------- -------------------- -------------------
    11     Deposit Guaranty Bank               2,700          Banking
- --------------------------------------- -------------------- -------------------
    12     United Parcel Service               1,134          Parcel Service
- --------------------------------------- -------------------- -------------------
    13     Packard Electronics                 1,500          Automotive Wiring
- --------------------------------------- -------------------- -------------------
    14     McRae's, Inc.                       1,383          Department Stores
- --------------------------------------- -------------------- -------------------
    15     Trustmark National Bank             1,337          Banking
================================================================================
Source: Jackson Chamber of Commerce
================================================================================

     The above chart indicates that many of the top ten employers are related to
either government or health care. However, as demonstrated previously, the
regions economy is well diversified with a wide assortment of private sector
corporations which entered beyond the above list.

Transportation

     The Jackson metropolitan area is well serviced by full range of
transportation services. Three interstate highways meet in Metro Jackson,
providing convenient access to the city and major markets in the southern region
of the United States. Interstate 20, an east/west oriented highway beginning in
South Carolina to the east, and ending in Texas to the west, passes through the
Jackson metropolitan area. Interstate 55 travels in a north/south direction from
Baton Rouge Louisiana in the south, through Jackson, to major cities in the
north such as Memphis, Tennessee and St. Louis, Missouri. Highway 49 provides
direct access to Hattiesburg and Gulfport Mississippi which are located
approximately 90 miles and 160 miles to the southeast, respectively. The
metropolitan area is also well served by a number of U.S.

================================================================================

                                      -11-
                                                                  

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Regional Analysis
================================================================================


Highways, and state and local routes. Interstate 220 serves as a connecting
highway for Interstates 55 and 20. This roadway provides an additional means of
highway transportation with the MSA. Various interstates, state and local routes
combine for an efficient network of roadways in the metropolitan area.

     Jackson International Airport, located immediately east of Downtown
Jackson, is one of the states busiest airports. Six commercial carriers service
this airport which include Continental Express, Delta, Northwest Air Link, US
Air Express and ValueJet. Rail service is provided by Amtrak with daily service
to Chicago New Orleans, with Greyhound - Trailways bus lines providing extensive
service through the City of Jackson.

Conclusion

     In summary, the population is anticipated to increase at a rate in excess
of both the state and the nation as a whole. A similar trend is expected for
household formation within the Jackson MSA. The average and median household
income within MSA are significantly higher than the state totals which is
indicative of the more concentrated population and level of business activity as
compared to the more outlying rural locations in the state.

     The MSA has a diverse economy which has posted an unemployment level which
has consistently been below the state and national levels. The unemployment rate
for Jackson MSA in 1995 was 3.9 percent. The long term prospects for the MSA are
favorable as its economic base continues to expand. We anticipate Jackson to
continue its preeminence as a business center within the state, with steady
growth projected for the foreseeable future.

================================================================================

                                      -12-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                               [GRAPHIC OMITTED]

                          [MAP OF NORTHPARK MALL AREA]


<PAGE>

                                                      NEIGHBORHOOD ANALYSIS
================================================================================

Introduction

     A neighborhood is defined as a grouping of complimentary land uses affected
by similar operations of the social economic, governmental and environmental
forces that influence property value. The area most closely surrounding the
subject, whether it contains residential property, commercial property or a
mixture of commercial and residential properties is called a neighborhood.

General Overview

     The subject property is located within the City of Ridgeland, which is
situated immediately north of the City of Jackson. Specifically the property
lies on the north side of East County Line Road, between South Wheatley Street
and Pear Orchard Road. The Northpark Mall serves as the epicenter of retail
development for an area which has evolved into the primary retail location
within the MSA.

Access

     Primary access to the subject neighborhood is provided via Interstate 55
which travels through the City of Jackson, and connects with most of the other
major roadways which service the region. East County Line Road, on which the
subject is located, intersects with Interstate 55 approximately one-half mile to
the west of the subject. Overall, regional accessibility to the subject is
excellent. However, the subject is not visible from Interstate 55.

Land Use Patterns

     East County Line Road in the vicinity of the subject is completely built-up
with commercial uses. West of the subject property, commercial establishments
include Pier One Imports, the Ramada Hotel, Red Roof Inn and Cabot Lodge. The
most significant new construction in the area is The Junction. This development
is a 375,000+/-  square foot power center which is located at Interstate 55 and
East County Line Road. This project is largely completed and is anchored by
Target, Home Depot, Office Depot and PetsMart.

     Directly across from the subject along the East County Line Road is
Ridgewood Court and Purple Creek Plaza. Ridgewood Court is a 375,000+/- square
foot power center which is anchored by Home Quaters, Campo Appliances and Sam's
Club. Additional major tenants include Service Merchandise and T.J. Maxx. This
center includes 50,000n square feet of in-line space which is nearly 100
percent occupied.

     Purple Creek Plaza is anchored by Toy 'R Us and also contains Michael's
Crafts, Haverty's Furniture, and Blockbuster Video. This center is also 100
percent occupied. Other commercial establishments along East County Line Road
include fast food restaurants, gas stations and miscellaneous free-standing
retail buildings which serve to provide retail infill in the area.

     Town Line Square is located across from the subject along South Wheatley
Street. This center is anchored by Walmart, and is also 100 percent occupied
with other tenants including Discovery Zone, Original Shoes and McRae's Home
Festival.

================================================================================

                                      -14-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                      Neighborhood Analysis
================================================================================

     Off of East County Line Road and the other major roadways servicing the
area, local neighborhoods are largely residential in nature. Residential
improvements generally consist of detached single family homes, with some
townhouse style development being interspersed throughout the area. The City of
Ridgeland benefits from having a good balance of commercial and residential
improvements. Both of these sectors benefit from having convenient access to the
major roadways which service the region as well as Downtown Jackson.

Conclusion

     It is clearly evident that the subject's neighborhood has continued to
evolve into the retail hub within the Jackson MSA. Neighboring development has
served to increase the overall draw to the area on both a local and regional
basis. The subject's neighborhood should experience continued growth, with the
subject property being well positioned to capitalize on this overall positive
trend. As such, we foresee a period of increasing real estate values.


================================================================================

                                      -15-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                     RETAIL MARKET ANALYSIS
================================================================================

Trade Area Overview

     A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment.

     The subject can be described as a super regional shopping center.

     A super-regional center(1) provides for extensive variety in general
     merchandise, apparel, furniture, home furnishings, as well as a variety of
     services and recreational facilities. It is built around three or more
     full-line department stores of generally not less than 100,000 square feet
     each. In theory, the typical size of a super regional center is about
     800,000 square feet of gross leasable area. In practice, the size ranges
     from about 600,000 to more than 2,000,000 square feet.

     In order to define and analyze the market potential for the Northpark Mall,
it is important to first establish the boundaries of the trade area from which
the subject will draw its customers. In some cases, defining the trade area may
be complicated by the existence of other retail facilities on main thoroughfares
within trade areas that are not clearly defined or whose trade areas overlap
with that of the subject.

     The subject is the dominant regional mall within its trade area, exhibiting
a broader-base appeal than its only competitor, Metrocenter. Competition in the
immediate area is limited to traditional strip centers. These centers are
anchored by discount department stores, supermarkets and specialty/category
killer stores in the market. While some cross-shopping does occur, these stores
act more as a draw to the area, creating an image for the area as an established
prime shopping district and generating more retail traffic to the area than
would exist in their absence. We recognize and mention these stores and centers
to the extent that they provide a complete understanding of the area's retail
structure.

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade are analysis are as follows: Equifax National Decision Systems (ENDS),
Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars and Cents of Shopping Centers (1995), CACI, The Sourcebook
of County Demographics, and The Census of Retail Trade - 1992. The subject's
primary and effective trade areas, profiled by Equifax Decision Systems, were
defined based on the results of a customer survey conducted by Urban Retail
Properties, Co., which included polling the mall's customers to determine the
zip code of the primary residence. While the survey is somewhat dated (late
1993/early 1994), in our opinion the trade areas as defined have remained
unchanged.

- ----------
(1) Urban Land Institute Dollars and Cents of Shopping Centers - 1995

================================================================================

                                      -16-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                    Retail Market Analysis
================================================================================

Scope of Trade Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a center's sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a centers sales will be generated from within the
secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mall reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subject's position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores which anchor the subject is presented in order to fully
acquaint the reader with its overall market position therein.

Retail Structure

     In order to examine the subject property in its proper context, we must
first examine the nature of the competition. With respect to regional mall
competition, the subject is well-positioned. With the exception of the
Metrocenter Mall, a larger center battling image problems due to perceived
safety concerns, the subject is the only traditional viable regional mall within
the Jackson MSA. We note that the Jackson Mall, a 1970-built, 760,000+/- square
foot former regional center, is currently being renovated to a medical complex
use, and is not considered to be a competitive center.

Competition

     The following table identifies the regional mall inventory of the Jackson
MSA, which is limited to the subject and Metrocenter Mall.

================================================================================
                       Competitive Retail Shopping Centers
================================================================================
                                 Year
Map                             Opened/                   Anchor   Distance from
Key     Center/Location        Renovated    Total GLA     Stores      Subject
===== ======================= ============ ============ ============ ===========
 S        Northpark Mall       1984/1987       958,183    Dillard's       NA
      1200 E. County Line Rd.                             Gayfer's
      Ridgeland, Mississippi                             JC Penney
                                                          McRae's
- ----- ----------------------- ------------ ------------ ------------ -----------
 1          Metrocenter        1978/1993     1,200,000    Dillard's     15 miles
        3645 Hwy. 80 West                                 Gayfer's
       Jackson, Mississippi                               McRae's
                                                           Sears
===== ======================= ============ ============ ============ ===========
      Total                                 2,158,183
================================================================================
Source: Directory of Major Malls- 1995
================================================================================

                                      -17-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

Subject Retail Center

Name:                               Northpark Mall

Location:                           1200 E. County Line Rd.
                                    Ridgeland, Mississippi

Owner                               The Cadillac Fairview Corporation

Distance and Time from Subject:     NA

Year Opened:                        1984

Year(s) Expanded/Renovated:         1987

Total GLA:                          956,400+/-  SF

Mall GLA:                           309,675+/-  SF

Mall Shop Ratio:                    32%

Anchor Tenants:                     Dillard's                        150,000 SF
                                    Gayfer's                         155,276 SF
                                    JC Penney                        136,449 SF
                                    McRae's                          205,000 SF
                                                                     -------   
                                    Total Anchor GLA                 646,725 SF

Number of Mall Shops:               131+/- 

Occupancy (Mall GLA):               92n%

Average Market Rent (Mall GLA):     $27+/- /SF

Land Area:                          74+/-  AC

Parking/Ratio
        Existing:                   4,947;4.9 spaces per 1,000 SF of GLA

Demographics:                       Effective Market Population:         265,100
                                    Average Household Income:            $51,905

Mall Shop Sales:                    $294/SF Total Reporting Mall Shop Sales
                                    $323/SF Comparable Mall Shop Sales


================================================================================

                                      -18-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: Center is dominant regional mall within its effective trade area, and
is positioned as offering more upscale and unique merchandise choices as
compared to the Metrocenter Mall, the Jackson MSA's only other regional mall.
Mall tenants include upscale fashion tenants such as Ann Taylor, Banana Republic
and Abercrombie & Fitch.

================================================================================

                                      -19-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No.1

 Name:                                Metrocenter

 Location:                            3645 Hwy. 80 West
                                      Jackson, Mississippi

 Owner:                               Jim Wilson & Associates

 Distance and Time from Subject:      15+/- miles south
                                     (20+/- minute drive time)

 Year Opened:                         1978

 Year(s) Expanded/Renovated:          1993

 Total GLA:                           1,200,000+/- SF

 Mail GLA:                            397,322+/- SF

 Mall Shop Ratio:                     33%

 Anchor Tenants:                      Dillard's                       173,565 SF
                                      Gayfer's                        176,863 SF
                                      McRae's                         228,114 SF
                                      Sears                           224,136 SF
                                                                      -------   
                                      Total Anchor GLA:               802,678 SF

 Number of Mall Shops:                145+/-

 Occupancy (Mall GLA):                81%

 Average Rent (Mall GLA):             $18+/- /SF

 Land Area:                           55+/- AC

 Parking/Ratio:                       6,800+/- cars; 5.6 per 1,000+/- SF

 Demographics:                        Primary Market Population:         417,000
                                      Average Household Income:          $41,000

 Retail Sales:                        $240/SF (per Shopping Center Directory)

Comments: Metrocenter is the only other viable enclosed regional center in the
Jackson MSA. The mall is presently posting substantial mall shop vacancy.
According to the leasing agent as well as several market participants, this
centers more urban location and a perception of safety problems significantly
inhibit its market penetration, particularly for more suburban, affluent
shoppers.

================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     The mall properties cited above (inclusive of the subject) comprise
approximately 2.2+/-  million square feet of mall space. Together with the
Metrocenter Mall, the subject is one of two viable regional malls located within
the Jackson MSA.

Other Competition

     As discussed, there is no other direct mall competition for the subject in
its immediate trade area. In addition to the facilities described, the balance
of the retail inventory consists of certain big box stores and specialty tenants
in neighborhood and community centers as well as free-standing retail
facilities. A brief description of the retail centers in the immediate area will
serve to portray the balance of the neighborhood retail alignment.

     o    Ridgewood Court is a 375,000+/- square foot power center constructed
          in 1993, located at the southeast corner of County Line & Ridgewood
          Roads. Anchor tenants include Home Quarters in 85,880 square feet,
          Campo Appliances in 66,320 square feet, Sam's Club in 135,000 square
          feet, Service Merchandise in 50,000 square feet and T.J. Maxx in
          25,050 square feet. The center includes 50,000+/- square feet of small
          shop tenant space, of which only one 1,280+/- square foot block is
          currently available. The centers leasing agent reported that this
          vacancy is being offered at $15 per square foot, triple net, while the
          balance of the small shop leases were written between $12-$18 per
          square foot, triple net. This property includes three outparcels which
          were sold to national restaurant chains Ramano's, Macaroni Grill and
          Cozumel's.

     o    Highland Village is a 140,000+/-  square foot specialty center located
          approximately 5 miles north of Northpark Mall. At the time of our
          inspection, the center was approximately 50 percent occupied by mainly
          locally and regionally owned specialty shops, as well as by
          professional office/service uses. The centers leasing agent declined
          to indicate the current asking rate for the vacant space.

     o    The Junction is a 375,000+/- square foot power center located at 1-55
          at County Line Road. This new center is largely completed, with the
          last tenants expected to open by July, 1996. Major tenants include
          Target in 117,000+/- square feet; Home Depot in 130,000+/- square feet
          (July 1996 opening); Office Depot in 31000+/- square feet; PetsMart in
          26,000+/- square feet and Drugs for Less in 18,000+/- square feet.
          This center also includes 32,000+/- square feet of small shop space,
          which, together with Drugs for Less, will open in June, 1996. Small
          shop space is currently 90 percent leased at an average lease rate of
          $14 per square foot, triple net. This center will also include The
          Olive Garden and Red Lobster in outparcel locations.

     o    Purple Creek Plaza is a 128,000+/- square foot, Toys 'R Us anchored
          center located at 1189 E. County Line Road. Other tenants include
          Michael's Crafts, Haverty's Furniture, and Blockbuster Video. This
          center is 100% leased at an average lease rate of $10 per square
          foot, triple net.

================================================================================

                                      -21-
                                                                   
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                     Retail Market Analysis
================================================================================

     o    Townline Square, located along East County Line Road at Wheatley
          Street, consists of a 170,000+/-  square foot Wal-mart together with
          50,000+/-  square feet leased to Discovery Zone, Original Shoes and a
          McRae's Home Festival. This center is currently 100 percent occupied.

GLA per Capita

     The data presented summarizes the extent of existing regional mall
development inside the trade area. According to the National Research Bureau,
the average GLA per capita for the United States and State of Mississippi were
5.5+/- and 2.1+/- square feet, respectively in 1995. This statistic pertains to
centers in excess of 400,000 square feet.

     Together with the Metrocenter Mall, the subject is one of two viable
enclosed regional centers located within the Jackson MSA. With an estimated 1996
population of 425,564 for the Jackson MSA, this results in approximately 5.1+/- 
square feet of regional mall GLA per person. The GLA per capita for the Jackson
MSA is below the national average, but above that of the state. The subject's
effective trade area, as defined by the results of the customer survey, result
in a much higher GLA per capita of 8.1+/-  square feet for the effective trade
area's estimated population of 265,100. This GLA per capita is well above both
state and national averages. It is our opinion that given the subject's above
average sales performance and the relative scarcity of regional malls throughout
the state, the subject center benefits from regional and transient customer
bases not readily identified in the trade area survey. This observation is
supported by conversations with the mall manager, Mr. Mike Hackstadt.

Anchor Alignment

     The anchor alignment of the subject also helps to define the potential
boundaries of the subject's trade area. The subject property is anchored by JC
Penney, Dillard's, Gayfer's and McRae's. The following is a profile of each of
these anchor tenants.

     JC Penney, the fourth largest retailer in the United States (after
     Wal-Mart, K-Mart and Sears), operates 1,233 JC Penney department stores and
     526 drug stores (Thrift Drug and Treasury Drug) throughout all 50 states
     and Puerto Rico. The $21 billion company has changed its historical image
     as a discount dime store and has targeted upper-middle-class consumers by
     adding brand-name soft goods and dropping hard goods from the in-store
     product mix. Today the company's product mix centers on apparel, shoes,
     jewelry, and home furnishings. In 1994, retail sales rose 7.4 percent to
     $20.4 billion, surpassing the $20 billion mark for the first time. Net
     income also exceeded $1 billion for the first time ever. Total revenues
     were up 7.7 percent to $21.1 billion. The company has experienced a ten
     year compound annual growth rate in retail sales (1984-1994) of about 4.2
     percent. Overall, productivity among stores increased by 8.9 percent to
     $159 per square foot from $146 per square foot in 1993, and $137 per square
     foot in 1992. Catalog sales totaled $3.8 billion in 1994-95, accounting for
     19 percent of total retail sales. Drug stores, under the Thrift Drug name,
     totaled 526 units in 1994-95 and accounted for 7.6 percent of total sales
     which achieved $243 per square foot. The company currently has
     approximately 113 million square feet of store space. In February 1995, the
     company acquired the 97 unit Kerr Drug Store chain. The company will

================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     continue to expand its private brand lines. In addition, the catalog
     operation is posed to continue to do well, coming off of its highest sales
     in its 31 year history. The company did not fare as well in fiscal 1995
     (year ending January 1996) with earnings falling by 20 percent and same
     store sales declining by 2.5 percent in the fourth quarter and 1.4 percent
     for the fiscal year. The company is planning a $700 capital expenditure
     program over the next three years to help bolster store performance. Value
     Line reports that the company's financial strength warrants an "B++"
     rating. Standard & Poors has forecasted a continued modest rise in
     comparable store sales. They rate the company "A-".


     Dillard's is one of the largest department store chains with divisions
     based out of Arkansas, Texas, Florida and Arizona. They have been one of
     the most aggressive participants expanding from 158 stores in 1989 to 229
     stores in 1994. In 1995, Dillard's plans to open 11 new stores and remodel
     and expand 8 stores which will add a total of 1,989,000 square feet to the
     company's selling space. Total sales for 1994 were $5.5 billion, an 8
     percent increase over last years sales and comparable sales were up 5
     percent over 1993. Overall, since 1985 sales have increased at nearly a 15
     percent compound annual rate. Increases for the past five years were as
     follows:

================================================================================
                                      1994   1993     1992    1991      1990
================================== ======== ======= ======= ========= ==========
           Total Sales Increase        8%      9%      17%     12%       20%
- ---------------------------------- -------- ------- ------- --------- ----------
        Comparable Sales Increase      5%      3%       8%      6%       10%
================================================================================

     The stores feature brand name goods in the middle to upper-middle price
     range. Over 87 percent of sales came from apparel, cosmetics, accessories
     and shoes. In 1994, sales per square foot significantly increased from $147
     in 1993 to $157 in 1994 as shown below

<TABLE>
<CAPTION>
=====================================================================================
                          1994         1993         1992          1991         1990
================================== ============ ============ ============ ===========
<S>                    <C>          <C>          <C>          <C>          <C>       
     Total Sales       $5,545,803   $5,130,648   $4,713,987   $4,036,392   $3,605,518
- ---------------------------------- ------------ ------------ ------------ -----------
Gross Square Footage       35,300       34,900       33,200       29,100       26,600
- ---------------------------------- ------------ ------------ ------------- ----------
 Sales/Square Foot           $157         $147         $142         $138         $136
=====================================================================================
</TABLE>

     Dillard's strategy is to enter or further penetrate markets where it can
     become the dominant conventional department store operator. Over the past
     few years, much of their growth has been through acquisitions. Value Line
     projects sales to climb 9 percent over the next fiscal year and rates its
     financial strength A. Dillard's Private Label sales have increased to 20
     percent of total sales. This strategy has allowed Dillard's to maintain a
     highly desirable image position with national brands while offering Private
     Brand pricing at savings of 25 percent or more. Standard & Poors ranks the
     company "A+".

================================================================================

                                      -23-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     Mercantile Stores Company, Inc. is a conventional department store retailer
     which, at year-end, operated 103 stores under 13 different names in a total
     of 17 states. The stores are located in 50 different markets within these
     states and in the majority of these markets the company's units hold the
     dominant general merchandise retailer position. A typical store is
     approximately 170,000 square feet and offers a merchandise mix which
     appeals to middle to upper-middle income consumers with an emphasis on
     apparel, cosmetics, accessories, and home fashions. In addition to its
     department store business, the company has a partnership interest in five
     operating shopping centers, all of which contain a company retail unit.

     The chain stores are Maison Blanche, Louisiana; McAlphin's, Cincinnati,
     Ohio; Castner-Knott Dry Goods Co., Nashville, Tennessee; The Jones Store
     Co., Kansas City, Missouri area; Joslins, Denver, Colorado; Gayfer's,
     Mobile, Alabama; Lion stores in the Toledo, Ohio area; Bacons, Louisville,
     Kentucky; and JB White, Augusta, Georgia. Others are in Fargo, North
     Dakota; Duluth, Minnesota; and Billings, Montana. In February 1992, the
     company acquired Maison Blanche, Inc., a family-owned chain of eight
     department stores in the Gulf Coast region, for $40 million and the
     assumption of $165 million in short- and long-term liabilities.

     During 1994 the company opened four new stores and closed two units. Total
     footage increased by 1.7 percent to 16,484,000 square feet. Each of the
     company's five operating retail groups reported a sales increase. Total
     sales were up 3.3 percent while comparable sales were up 1.7 percent on a
     consolidated basis. Average sales per square foot for 1994 were
     approximately $173 per square foot. The company reports that they were the
     No. 1 department store in 36 of the 50 markets in which they operate. Late
     last year the company was the subject of a take-over rumor involving May
     Department Stores. Since that time, nothing has come about and May denies
     that they are interested in a merger.

     Provided below is a summary of selected financial data for the company.

<TABLE>
<CAPTION>
==========================================================================================================
                                            Mercantile Stores Company
==========================================================================================================
                                 1994         1993         1992         1991         1990         1985
==========================================================================================================
<S>                           <C>          <C>          <C>          <C>          <C>          <C>       
         Net Sales(1)         $2,819,837   $2,729,928   $2,732,041   $2,442,425   $2,367,210   $1,880,039
- ----------------------------------------------------------------------------------------------------------
 Stores Opened During the              4            3            1            2            3            2
            Year
- ----------------------------------------------------------------------------------------------------------
        Stores Acquired               --           --           16           --           --           --
- ----------------------------------------------------------------------------------------------------------
  Stores Closed During the             2            1            1            1            1           --
            Year
- ----------------------------------------------------------------------------------------------------------
     Number of Stores                103          101           99           83           82           80
- ----------------------------------------------------------------------------------------------------------
   Total Square Footage           16,484       16,212       15,820       13,145       12,683       10,676
- ----------------------------------------------------------------------------------------------------------
   Sales Per Square Foot(2)         $173         $169         $174         $188         $191         $178
==========================================================================================================
   (1) Data in Thousands
   (2) Based on stores opened for the entire year
==========================================================================================================
    Source: Company Annual Reports, Value Line, Standard & Poor's
==========================================================================================================
</TABLE>

================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

     Overall, the company's financial strength is rated "A+" by Value Line.

     Proffitt's Inc., headquartered in Alcoa, Tennessee, owns three department
     store chains - McRae's, Proffitt's, and Younkers. With 28 McRae's stores
     and 25 Proffitt's stores, Proffitt's Inc. almost doubled their size when
     the acquired the 52 Younkers stores in February of 1996. The latest figures
     from this over the counter traded company show sales of $617,363,000 and
     employees of 8,910. The McRae's unit offers a broad base of high-quality
     merchandise targeted toward a middle to upper middle customer base.

Trade Area Definition

     Northpark Mall is strategically located along County Line Road just east of
the confluence of Interstates 220 and 55, with peripheral access also from Route
U.S. Highway 51. This location makes it one of the more accessible retail
locations within the area. The advantage of interstate proximity has the effect
of expanding the mail's trade area by virtue of reducing travel time for
residents in more distant locations. As such, the percentage of in-flow sales
tends to be greater for more dominant properties.

     As discussed in the previous section, the location and accessibility of
competing centers also has direct bearing on the formation and make-up of a
mall's trade area. Its location in southern Madison County maximizes its
position as one of only two regional malls within the Jackson MSA, and as the
only regional mall in this quadrant of the MSA. With the fastest growing and
most affluent areas found in this general vicinity of the metro area, this
becomes even more significant. We note that shopping alternatives within at
least a 10 mile radius are marginal, allowing the subject to virtually dominate
its effective trade area. Further to the west and south, expanding outward to a
15 mile ring, competition is presented via the Metrocenter Mall and surrounding
strip center development. However, to the north, east and southeast, where the
population density and projected growth remain strong, there is literally no
competitive threat.

     We believe that it is also important to note that key community centers and
free-standing "category killers" represent a force in the markets competitive
environment. However, their primary stores (groceries, discount department
stores, and drugs) are generally different from those which comprise Northpark
Mall. Certainly there is a place for both in most retail environments, including
the Interstate 55/County Line Road corridors. Several category killer operations
have entered the Jackson area in the office supply, electronics, clothing and
book segments. Those located proximate to Northpark Mall include Home Quarters,
Sam's Club, Service Merchandise, T.J. Maxx, Target and Home Depot. Collectively,
they help balance out the retail infill and act as a traffic generator that
increases the area's status as a destination retail hub.

================================================================================

                                      -25-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     To summarize, the foundation of our analysis for delineation of the
subject's trade area may be summarized as follows:

     1.   Highway accessibility including area traffic patters, geographical
          constraints and nodes of residential development.

     2.   The position and nature of the area retail structure including the
          location of destination retail centers and the strength and
          composition of the retail infill as discussed above.

     3.   The size, anchor tenancy and merchandising composition of the mall
          tenants enhances its total market penetration.

     4.   Adequate cross shopping occurs with surrounding power and community
          centers, whose primarily big box and category killer type tenants
          compliment, rather than compete with the mall.

     Urban Retail Properties, Co. conducted a survey of mall shoppers which
included determining the zip code of their primary residence. This survey shows
that the primary trade area of the mall has significant depth south and east of
the mall and minimal depth north and west of the mall. More specifically, the
primary trade area's boundaries are generally within 15n to 30+/-  miles of the
mall to the east and south, while to the north and west, boundaries of the
primary trade area generally 5+/-  to 12+/-  miles from the subject.

     After reviewing this report in conjunction with our independent analysis of
the trade area, we are in concurrence with its findings relative the subject's
position within the MSA. However, given the subject's above average sales
performance, it is our opinion that the subject benefits from both regional and
transient customer bases not readily identified by the customer survey.
Regardless, relative to the Jackson MSA, we have elected to rely on some of the
demographic results it has produced. An analysis of key demographic indicators
can then be performed based upon this defined trade area.

Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. Equifax National Decision Systems
provides historical, current and forecasted population estimates for the
effective trade area. Patterns of development density and migration are
reflected in the current levels of population estimates. Comparisons have been
made between the Jackson MSA, the State of Mississippi and the trade area
components to lend some perspective to the dynamics of the trade area. The chart
on the Facing Page compares these statistics.

     Between 1990 and 1996, ENDS reports that the population within the primary
trade area increased by 16,985 to 135,895. This 14.3 percent increase (2.25
percent per annum) has outpaced that of the effective trade area growth rate of
10.4 percent. Expanding to the effective trade area, the current population
increases to 425,564. The current projection is for a continuation of this trend
with additional growth of 2.09 and 1.87 percent per annum for the primary and
effective trade areas respectively. We note with interest that population growth
within the majority of the subject's trade area has been, and is expected to
continue to be, the fastest growing quadrant in the effective trade area. This
is important for the subject since

================================================================================

                                      -26-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

residents living closest to the mall are more inclined to shop closer to home.
On balance, we note that population growth throughout the trade area has
outpaced that of the Jackson MSA as a whole, the country and the state.

     Provided on the Following Pages are graphic representations of the current
population distribution and projected population growth. These graphics depict
that the subject's primary trade area is both densely developed and is projected
to experience significant growth over the next five years.

================================================================================

                                      -27-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                 NORTHPARK MALL
                              EFFECTIVE TRADE AREA


                               [GRAPHIC OMITTED]

                                       MAP



<PAGE>
 


                                 NORTHPARK MALL
                              EFFECTIVE TRADE AREA


                               [GRAPHIC OMITTED]

                                       MAP

<PAGE>


                                                     Retail Market Analysis
================================================================================

Households

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

     o    The population in general is living longer on average. This results in
          an increase of single and two person households.

     o    The divorce rate increased dramatically during the last decade, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, thus also resulting in more
          single person households.

     Between 1990 and 1996, the primary trade area added 9,447 households,
increasing by 20.9 percent to 54,758 units. This growth is equivalent to a
compound annual increase of 3.21 percent. Alternatively, the secondary trade
area added 5,334 households to 47,226, indicating a slower 2.02 percent annual
rate of growth. Combined, the effective trade area is currently estimated to
contain 101,984 households.

     Between 1996 and 2001, the primary trade area is expected to grow by 13.8
percent (2.62 percent per annum) to 62,315 households. This rate of growth is
slightly greater than that for the secondary area which is expected to grow by
9.9 percent. Overall, the effective trade area is expected to grow by 12 percent
to 114,204 households.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of a broad-based middle to upper-middle income market.
According to ENDS, average household income within the primary trade area is
currently $59,358.

     Available data shows an identifiable pattern of income levels throughout
the effective trade area as shown below along with comparisons to the state and
United States.

================================================================================

                                      -30-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

================================================================================
                            Average Household Income
================================================================================
         Area                                          Average HH Income
================================================================================
  Primary Trade Area                                       $59,358
Secondary Trade Area                                       $43,263
 Effective Trade Area                                      $51,905
     Jackson MSA                                           $47,658
  State of Mississippi                                     $35,750
     United States                                         $49,031
================================================================================

     These statistics show that the primary trade area has an average household
income of $59,358, which decreases to $51,905 with the inclusion of the lower
income areas in the secondary market. The effective trade area's average
household income is above that of the MSA, state and country.

     Provided on the Following Page is a graphic presentation of the household
income distribution throughout the effective trade area. As can be seen, the
subject lies near the middle of the upper income communities. Generally, the
highest concentrations of wealth (average incomes of $65,000 and higher) are
found immediately adjacent to the south of the center, and in Madison,
approximately 5 miles north of the center. The majority of the subject's primary
trade area posts average household incomes in excess of $50,000. We also see
that average household income throughout the effective trade area is forecasted
to increase at a compound annual rate of 6.39 percent.

================================================================================

                                      -31-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                 NORTHPARK MALL
                              EFFECTIVE TRADE AREA

                               [GRAPHIC OMITTED]

                                     [MAP]



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Effective Buying Income

     Another measure of the ability of a trade area to support retail business
is the area's effective buying income (EBI). This data is not measured by
specific trade area, but rather by both the metropolitan statistical area (MSA),
as well as on a county basis as reported in Sales and Marketing Management's
Survey of Buying Power. At the onset of 1995, the Jackson MSA had an aggregate
EBI of $4.5 billion, while Madison County had an aggregate EBI of $1.0 billion.


     A comparison can be made between Madison County and the Jackson
metropolitan area.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                  Effective Buying Income
                                          1990                                 1995                       Compound Annual Change
                        Total EBI (billions)    Med HHEBI    Total EBI (billions)    Med HHEBI         Total EBI           Med HHEBI
====================================================================================================================================
<S>                              <C>             <C>                  <C>             <C>               <C>                 <C>   
    Jackson MSA                  $4.5            $22,935              $6.4            $34,963            7.43%               8.80%
- ------------------------------------------------------------------------------------------------------------------------------------
   Madison County                $0.5            $18,665              $1.0            $33,621           13.92%              12.49%
====================================================================================================================================
Source: Sales and Marketing Management, survey of Buying Power
====================================================================================================================================
</TABLE>

     The data above shows that the median household effective buying income for
Madison County is relatively consistent with that of the Jackson metropolitan
area. Madison County, however, has achieved significant increases in both total
EBI and its median household EBI over the last five years, reflecting a rapidly
increasing, affluent residential base. Since 1990, the total EBI has grown at a
compound annual rate of 13.92 percent while the median EBI has grown by 12.49
percent. Both of these measures have exceeded inflation over this period.

Retail Sales

     Retail sales growth for the county were compared to the Jackson MSA. The
county has noticeably exceeded the Jackson MSA'S compound growth rate as shown
below.

<TABLE>
<CAPTION>
====================================================================================================================================
                                                            Retail Sales
                                             1990                                1995                     Compound Annual Change
                            Total Retail Sales  Retail Sales    Total Retail Sales   Retail Sales        Total          Retail Sales
                                 (millions)    Per Household         (millions)     Per Household     Retail Sales     Per Household
====================================================================================================================================
<S>                              <C>             <C>                  <C>             <C>               <C>                 <C>   
    Jackson MSA                  $2,878.7        $20,102              $3,685.8        $25,142            5.07%              4.58%
- ------------------------------------------------------------------------------------------------------------------------------------
   Madison County                  $363.4        $19,228                $652.3        $27,641           12.41%              7.53%
====================================================================================================================================
Source: Sales and marketing Management, Survey of buying Power
====================================================================================================================================
</TABLE>


================================================================================

                                      -33-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                     Retail Market Analysis
================================================================================

Mail Shop Sales

     While retail sales trends within the MSA and region lend insight into the
underlying economic aspects of the market, it is the subject's sales history
that is most germane to our analysis.

     We have been provided with a summary of comparable mall shop sales for the
years 1991 to 1995. Per square foot sales figures represent the weighted average
sales for the calendar year for small shop tenants in continuous occupancy of
the same suite for the previous twelve months. These results are summarized
below.

================================================================================
                                   SUMMARY OF
                                COMPARABLE SALES
================================================================================
                                 Comparable      Percentage
                      Year        PSF Sales        Change
================================================================================
                      1991          $248             NA
                      1992          $278           12.10%
                      1993          $311           11.87%
                      1994          $321            3.22%
                      1995          $323            0.62%
================================================================================

     As illustrated above, comparable sales have enjoyed dramatic growth between
1991 and 1995, increasing an aggregate of 30.24 percent.

     Total reporting mall shop sales for 1995 were $81.4 million. Based on a
reporting GLA of 276,602 square feet, this results in mall shop sales of
$294.29. This measure shows reporting tenant performance only, since many
tenants do not report sales by lease agreement or fail to report sales for a
particular sales period. While the aggregate sales amount is reflective of the
total sales generated by the mall shops, it is important to recognize that this
includes all sales including sales from partial year tenants. Furthermore, since
the unit rate is based upon a full reporting year, it has the effect of
understating the mall shop sales performance on a unit rate basis.

By comparison, the Urban Land Institute's Dollar's and Cents of Shopping Centers
(1995) reports national and regional sales averages for regional and
super-regional shopping malls. Nationally, average sales at super-regional
centers is reported at $203.09 per square foot, down 1.4 percent from 1993. For
regional malls, average sales are reported to be $176.16, virtually even from
1993. A comparison of national and regional figures is shown on the following
chart.

================================================================================

                                       -34-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                     Retail Market Analysis
================================================================================

<TABLE>
<CAPTION>
===================================================================================================
                                  Regional/Super-Regional Centers
===================================================================================================
          Area                Average             Median         Lower Decile         Upper Decile
===================================================================================================
<S>                         <C>                 <C>                <C>                  <C>     
     United States          $176.16/            $163.54/           $125.88/             $285.40/
                            $203.09             $198.93            $140.46              $305.23
- ---------------------------------------------------------------------------------------------------
          East              $204.96/            $183.05/           $126.07/             $323.74/
                            $220.64             $183.81            $130.46              $379.81
- ---------------------------------------------------------------------------------------------------
          West              $188.63/            $167.46/           $124.00/             $264.89/
                            $190.51             $187.64            $143.01              $258.68
- ---------------------------------------------------------------------------------------------------
          South             $156.27/            $154.18/           $129.631             $195.24/
                            $210.30             $207.99            $145.75              $293.70
- ---------------------------------------------------------------------------------------------------
        Midwest             $178.99/            $179.24/           $125.50/             $290.57/
                            $195.03             $192.42            $148.18              $261.09
===================================================================================================
Source: Urban Land Institute Dollars and Cents of Shopping Centers (1995)
===================================================================================================
</TABLE>

     As a super regional mall in the southern part of the country, the subject's
1995 sales performance of $323 per square foot for all reporting tenants can be
compared to its peers as shown below.

================================================================================
                              Average        Subject        Variance
================================================================================
           United States        $203          $323           1.59%
- --------------------------------------------------------------------------------
               South            $210          $323           1.54%
================================================================================

     On a relative basis, the subject is substantially outperforming its peer
group on average in terms of sales productivity, and ranks in the upper decile
of super regional malls on a national basis..

Anchor Store Sales

     All of the anchor stores are owned by their occupants, and therefore none
are required to report sales to mall management. Our efforts to obtain specific
sales included interviewing the mall manager and individual store managers.
Anecdotally, all of the anchor stores report satisfactory performance. As noted
earlier in this report, JC Penney, Dillard's, Mercantile Stores Company and
Proffitt's represent some of the nation's leading department store companies.

     While the specific individual anchor store sales of the subject are not
known, we provide the following department store sales information as provided
by Urban Land Institute, which tracks sales of owned and non-owned department
stores by selected affiliation and region. This information is summarized in the
following chart.


================================================================================

                                      -35-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                     Retail Market Analysis
================================================================================

<TABLE>
<CAPTION>

==================================================================================================
                                    Department Store Sales Data
==================================================================================================
              Category/Region                 Average Sales PSF       Top 10% PSF      Top 2% PSF
==================================================================================================
<S>                                                 <C>                 <C>              <C>
           Super-Regional U.S.
            Owned Dept. Stores                      $144.99             $247.99          $505.13
               National Chain                       $146.89             $271.91          $532.63
         Non-Owned Dept. Stores                     $154.34             $243.28          $367.33
               National Chain                       $154.34             $243.28          $367.33
               Eastern Region                       $152.35               --                --
               Western Region                       $147.26               --                --
            Midwestern Region                       $131.12               --                --
               Southern Region                      $159.23               --                --
==================================================================================================
  Average - All Super-Regional Centers              $148.82             $251.62          $443.11
==================================================================================================
            Regional Malls U.S.
            Owned Dept. Stores                      $149.26             $245.53          $352.79
               National Chain                       $149.03             $237.27          $343.94
          Non-Owned Dept. Stores                    $162.14             $215.20          $266.01
               National Chain                       $163.08             $215.32          $266.09
               Eastern Region                       $174.78               --                --
               Western Region                       $165.36               --                --
             Midwestern Region                      $151.49               --                --
               Southern Region                      $150.39               --                --
==================================================================================================
  Average - All Regional Centers                    $158.19             $228.33          $307.21
==================================================================================================
Source:  Urban Land Institute Dollars & Cents of Shopping Centers (19951
==================================================================================================
</TABLE>



     Data from ULI shows that the mean sales level for department stores in
super-regional malls varies from $131.12 to $159.23 per square foot with an
overall average of $148.82 per square foot. Stores in the top 10 percent of
their peers average (unweighted) approximately $252 while the top 2 percent
average approximately $443 per square foot.


     Data for department stores in regional malls shows that the mean ranges
from $149.03 to $174.78 per square foot with an overall average of $158.19 per
square foot. The unweighted average for the top 10 percent and 2 percent is
approximately $228 and $307 per square foot, respectively.

Summary

     Within the shopping center industry, a trend toward specialization has
evolved so as to maximize sales per square foot by deliberately meeting customer
preferences rather than being all things to all people. This market segmentation
is implemented through the merchandising of the anchor stores and the tenant mix
of the mall stores. The subject property and the other shopping centers reflect
this trend toward market segmentation. With anchor tenants of JC Penney,
Dillard's, Gayfer's and McRae's, the subject property is clearly positioned
toward the broad center of the retail market. However, the mall shop tenant base
is well-represented by national retailers in new store formats, such as Ann
Taylor, Banana Republic, Nine West and Williams Sanoma, as well as The Gap and
Limited concepts. This mix brings a balance of retail uses to the market which
includes both familiar and first time tenants to the trade area. This positions
Northpark as more upscale and unique compared to its primary competitor, the
Metrocenter Mall. It should also be noted that several national

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                     Retail Market Analysis
================================================================================

retailers such as Warner Brothers and Abercrombie & Fitch have recently chosen
to enter the Mississippi market by locating exclusively at the Northpark Mail.

Conclusion

     We have analyzed the retail trade history and profile of the Jackson MSA
and Madison County in order to make reasonable assumptions as to the continued
performance of the subject's trade area.

     A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area was presented. We included a brief discussion of some of the
competitive retail centers in the market area as well as a profile of the anchor
tenants at the mail. The trade area profile discussed encompassed an MSA and zip
code based survey for the subject. Marketing information relating to these
sectors was presented and analyzed in order to determine patterns of change and
growth as it impacts the subject. Given that none of the anchors of Northpark
Mail are required to report sales, we were unable to provide extensive mall
sales analysis. Anecdotally, the subject's anchors perform at levels considered
average to above average when compared to department store sales on a national
and regional basis. The data is useful in giving quantitative dimensions of the
total trade area, while our comments serve to provide qualitative insight into
this area. The following summarizes our key conclusions:

     o    The subject enjoys a visible and accessible location within the
          growing Jackson MSA. Both the Jackson MSA and Madison County are
          expected to maintain a solid growth pattern over the near to mid-term.

     o    Its location within the eastern quadrant of the Jackson MSA along the
          Hinds/ Madison county line is considered superior to that of its one
          true competitor, the Metrocenter Mall. The Metrocenter Mall is located
          in a more urban location which suffers from perceptions of safety
          problems. The subject is well positioned geographically to benefit
          from the continued growth of this quadrant of the Jackson MSA.
          Northpark Mall is clearly the most convenient mall for current and
          future residents in these communities.

     o    The region's affluence as measured by average household income and
          market expenditure potential has expanded substantially over the last
          decade paralleling the population growth.

     o    Within its primary trade area, the subject competes mainly with
          community and traditional strip centers for tenants. It is important
          for ownership to continue to focus on aggressively leasing the vacant
          space to national and regional retailers that are considered upscale
          and unique to the market. The high percentage of national and regional
          tenants is important to the extent that these merchants have the
          benefit of stronger name recognition and are more familiar to shoppers
          which typically results in high sales levels.

     o    Peripheral development around the mall is complimentary rather than
          competitive. The relatively recent addition of big box and category
          killer formats and other development including restaurants adds to the
          area draw.

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                                      -37-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                     Retail Market Analysis
================================================================================

     On balance, it is our opinion that with competent management and aggressive
marketing, The Northpark Mall will continue to be the dominant mall serving the
growing eastern quadrant of the Jackson MSA. Our outlook for the area continues
to be positive with moderate to good prospects for appreciating real estate
values.

Marketability and Marketing Period

     In this subsection, we consider the potential market appeal, marketability
and demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed, super-regional mail containing 311,458+/- square feet of mall shop
GLA anchored by four anchor stores for a combined mall GLA of 958,183+/-
square feet.

     We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price, have sold within twelve months exposure to the
open market or less. Properties for which seller expectations of value exceed
the market's perception have required more extended marketing periods and have
generally sold at below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

     The subject is characterized as a well-maintained mall which dominates its
trade area and is positioned to benefit from strong growth within its effective
trade area. The subject's effective trade area has a current population of
approximately 265,100+/- people and is projected to experience substantial
population and household growth in the foreseeable future. We believe that if
the subject were offered for sale, it would represent an important investment
opportunity for a well positioned center with some upside through lease rollover
and continued efforts to upgrade the tenant mix. Based on the above, it is our
estimate that a market sale of the subject property should be realized within
twelve months exposure on the market.

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                                      -38-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================
Site Description
Location:                             The subject property is located at the
                                      northeast quadrant of East County Line
                                      Road and South Wheatley Street in
                                      Ridgeland, Mississippi.

Land Area
      Owned:                          36.613+/- acres
      Un-owned Anchor:                37.329+/- acres*
      Total:                          73.942+/- acres

                                      * The anchors own their own land and
                                      buildings.

Zoning:                               C-6; Regional Shopping Mail District.

Frontage/Terrain:                     The property has minimal frontage along
                                      the north East County Line Road, as
                                      outparcel development occupies the
                                      majority of the frontage along this
                                      roadway. The property has additional
                                      frontage along the east side of South
                                      Wheatley Street.

Street Improvements:                  East County Line Road is a four-lane
                                      arterial with left-hand turn lanes.
                                      Typical street improvements include
                                      sidewalks, curbing, landscaping, and
                                      lighting.

Access:                               The property has good access by virtue of
                                      its location at the corner of East County
                                      Line Road and South Wheatley Street
                                      Ingress/egress from East County Line Road
                                      is provided by two entrances. There are
                                      also two entrances from South Wheatley
                                      Street and one from Pear Orchard Road.

Site Improvements:                    Site improvements include surface parking,
                                      pole-mounted lighting, landscaping, and
                                      water run-off retention ponds.

Soil Conditions:                      We did not receive nor review a soil
                                      report. However, we assume that the soil's
                                      load-bearing capacity is sufficient to
                                      support the existing structures. We did
                                      not observe any the property. The tract's
                                      drainage appears to be adequate.

Utilities:                            All municipal utilities including water,
                                      sewer, electric, gas and telephone are
                                      available to the site.

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                                      -39-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Property Description
================================================================================

Land Use Restrictions:                We were not given a title report to
                                      review. We do not know of any easements,
                                      encroachments, or restrictions that would
                                      adversely affect the site's use. However,
                                      we recommend a title search to determine
                                      whether any adverse conditions exist.

Flood Hazard:                         According to Community Panel No. 28089C
                                      032D, National Flood Insurance Rate Map,
                                      effective April 15, 1994, the subject
                                      property is not located in a designated
                                      Flood Hazard Zone. Therefore, the property
                                      does not require flood hazard insurance.

Wetlands:                             We were not given a wetlands survey. If
                                      subsequent engineering data reveal the
                                      presence of regulated wetlands, it could
                                      materially affect property value. We
                                      recommend a wetlands survey by a competent
                                      engineering firm.

Seismic Hazard                        To the best of our knowledge, the site is
                                      not located in a Special Study Zone.

Hazardous Substances:                 We observed no evidence of toxic or
                                      hazardous substances during our inspection
                                      of the site. However, we are not trained
                                      to perform technical environmental
                                      inspections and recommend the services of
                                      a professional engineer for this purpose.

Comments:                             The total property is generally
                                      rectangular and of sufficient size to
                                      accommodate existing improvements. There
                                      is good access and exposure to the site.
                                      Overall, we believe the site is conducive
                                      for its current use as a regional mail.

Improvements Description

     The subject improvements consist of a two-level regional mall containing a
total leaseable area of 956,400+/- square feet, inclusive of unowned anchor
tenant space. The following description of the premises is based upon our
inspection of the property on April 22, 1996 and information provided by the
property manager, Mr. Michael Hackstadt.

General Description
    Year Built:                       With the exception of the Gayfer's store,
                                      the mall was opened in September 1994.
                                      Gayfer's completed construction and opened
                                      in 1995.

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                                      -40-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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<PAGE>


                                                       Property Description
================================================================================

Building Areas:                        Dillards*                150,000+/- SF
                                       McRae's*                 205,000+/- SF
                                       JC Penney*               136,449+/- SF
                                       Gayfer's*                155,276+/- SF
                                       Mall Shops               309,675+/- SF
                                       Total GLA                956,400+/- SF
                                       Owned GLA                309,675+/- SF

                                      * Each of the anchor stores are separately
                                      owned.

Construction Detail
         Foundations:                 Reinforced floating concrete slab.

         Framing:                     Fire proof steel frame with reinforced
                                      concrete slabs.

         Ceiling Height:              Ceiling heights are 15 to 18 feet in the
                                      anchor tenant and common areas. Mall shop
                                      space has ceiling heights which range
                                      between 12 and 15 feet.

         Floor System:                Floor slab is reinforced with wire mesh.

         Exterior Walls:              Exterior walls consist of concrete block
                                      which are finished with a textured
                                      concrete facing.

         Roof Structure:              Structural steel truss system with metal
                                      decking. Roof cover is built-up
                                      composition, 3-ply roof cover which was
                                      reported to be in overall average
                                      condition. The mall manager indicated that
                                      an engineer had recently inspected the
                                      roof and reported that the current
                                      maintenance program should successfully
                                      continue to maintain the roof for the near
                                      future.

         Pedestrian Doors:            The main entrance has recently been
                                      improved with automated glass, in metal
                                      frame sliding doors. The other three
                                      entrances to the mall are standard
                                      swinging doors which are also glass in
                                      metal frame. The mall entrances are slated
                                      to be completely upgraded as part of the
                                      mall enhancement program.

         Loading:                     There are two loading doors on each of the
                                      lower and upper levels which service the
                                      mall shop tenants. Each loading area leads
                                      to a freight elevator which has a 5,000
                                      pound capacity. A corridor accesses the
                                      loading area and leads to the rear of each
                                      tenant space.

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                                      -41-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                       Property Description
================================================================================
Mechanical Detail
       Heating and Air Conditioning:  There are fourteen roof top units which
                                      supply 55 degree air, via a pneumatic
                                      system, to the common areas and each of
                                      the tenant spaces. Each unit has a 20 to
                                      100 ton capacity and is either of McQuay
                                      or Carrier manufacture. Each mail tenant
                                      space has a separate thermostat and "VAV"
                                      box which further regulates the air to the
                                      space which is supplied by the mall.

       Plumbing                       The plumbing is assumed to be to municipal
                                      code. Each tenant space is not directly
                                      metered for water. The charge for water
                                      usage is included in the HVAC charge.

       Electric:                      Similar to water usage, the charge for
                                      electrical services in included in the
                                      HVAC charge. Each tenant space is serviced
                                      with 12 volt/12 amp per square foot
                                      service via a 277/480, 3-phrase service
                                      which is fed from Entergy. Distribution
                                      wiring within each store is generally
                                      cooper.

       Lighting:                      Interior lighting is provided by a mixture
                                      of recessed incandescent and florescent
                                      lighting fixtures in the common areas. The
                                      stores have a combination of recessed
                                      florescent, and incandescent fixtures.

       Life Safety:                   The building is fully sprinklered with a
                                      wet system and is also equipped with a
                                      fire standpipe system. The fire safety
                                      system is centrally monitored and tied to
                                      the local fire department. Emergency power
                                      is provided by a diesel powered generator
                                      for emergency lights, exit signs, smoke
                                      exhaust fans and fire alarm systems.

Interior Detail
       Layout:                        The mall building is slightly irregular in
                                      shape, with anchor stores and in-line
                                      space eminating to the north, south, east
                                      and west from a central court area. This
                                      2-level mall is uniformly configured on
                                      each level. The center court area is
                                      2-stories in height and benefits from
                                      having ample natural light which is
                                      provided by skylights located throughout
                                      the mall. The center court has attractive
                                      planters, and allows generally convenient
                                      traffic flow within the central portion
                                      mall. It such be noted, however, that a
                                      complete renovation of the center court
                                      area is planned as part of the mall
                                      enhancement program.

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                                      -42-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                       Property Description
================================================================================

                                      Transportation between floors is provided
                                      by three escalators and one centrally
                                      located elevator. There are also bridges
                                      on the second floor which span from one
                                      side of the mail to the other.

         Floor Coverings:             The mall is currently improved with a
                                      brick pavers flooring.  The current color
                                      scheme of the floor as well as its overall
                                      presentation is considered to be 
                                      out-dated. A complete removal and 
                                      replacement of the floor is projected as
                                      part of the mall enhancement program.

         Ceilings:                    Generally a mixture of interlocking
                                      acoustical tile and painted sheetrock.

         Store Fronts:                The store fronts are generally a mix of
                                      flush and "pop out" type. Almost all
                                      reflect the most recent tenant design for
                                      the respected chain as tenants have been
                                      renovating and leases have been renewed.

         Restrooms:                   The mall has one set of public restrooms
                                      on the upper floor which have been
                                      recently remodeled. Each tenant space has
                                      their own toilet rooms.

Parking:                              There are 4,967 total service parking
                                      spaces which equates to a ratio of 5.2
                                      space per 1,000 square feet of gross
                                      leaseable area.

Americans With Disabilities Act:      The Americans With Disabilities Act (ADA)
                                      became effective January 26, 1992. We have
                                      not made, nor are we qualified by training
                                      to make, a specific compliance survey and
                                      analysis of this property to determine
                                      whether or not it is in conformity with
                                      the various detailed requirements of the
                                      ADA. It is possible that a compliance
                                      survey and a detailed analysis of the
                                      requirements of the ADA could reveal that
                                      the property is not in compliance with one
                                      or more of the requirements of the Act. If
                                      so, this fact could have a negative effect
                                      upon the value of the property. Since we
                                      have not been provided with the results of
                                      a survey, we did not consider possible
                                      non-compliance with the requirements of
                                      ADA in estimating the value of the
                                      property.

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                                      -43-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                       Property Description
================================================================================

Hazardous Substances:                 We are not aware of any potentially
                                      hazardous materials (such as formaldehyde
                                      foam insulation, asbestos insulation,
                                      radon gas emitting materials, or other
                                      potentially hazardous materials) which may
                                      have been used in the construction of the
                                      improvements. However, we are not
                                      qualified to detect such materials and
                                      urge the client to employ an expert in the
                                      field to determine if such hazardous
                                      materials are thought to exist.

Physical Condition:                   The mall was observed to be in overall
                                      good condition.

Comments:

     Despite the overall good condition of the subject property, ownership is
appropriately undertaking an enhancement program which will upgrade some of the
out-dated physical features of the mall. Some of the more significant items in
the enhancement program include, but are not limited to; an upgrade and redesign
of the mall entrances, replace and upgrade existing mall pylon signs, replace
and upgrade interior lighting, replace the lower and upper level floor with
ceramic tile, and upgrade the center court. As of this writing, the extent of
the enhancement program has not been finalized. However, based upon
conversations with the mall manager, Mr. Michael Hackstadt, it is likely that
the final approved program will total $4,000,000 in cost which will be expended
in 1997 and 1998. Further, as will be outlined in the Income Approach section
of the report, approximately $200,000 of this cost per annum will be passed
through to the tenants in common area maintenance charges.

================================================================================

                                      -44-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is assessed by Madison County for taxation purposes.
The subject's assessment was significantly increased in 1995 following a
reassessment of the property. Mr. Robert Busby of RRB Tax Consulting was
retained to determine the reasonableness of the increase and attempt to obtain a
reduction. The increase was found to be generally reasonable. However, due to
the significance of the increase in taxes, Mr. Busby was successful in
negotiating a phase-in of the increase over a two-year period.

     In 1995, the tax rate for commercial property in Madison County was $9.924
per $100 of assessment. Following is an outline of the parcels which comprise
the subject property and the applicable tax information.

                                                        Assessed      Indicated
        Parcel No.    Description      Final Value        Value          Tax
        ----------    -----------      -----------        -----          ---
0721-31D-024              6.10 Ac.        $797,130        $11,570      $11,866
0721-31D-001/01.05       1.763 Ac.         460,780         69,120        6,869
0721-31D-001/01.07        3.40 Ac.              50             10            1
0721-31D-001/01.10         .91 Ac.         317,120         47,568        4,720
0721-31D-001/03            .70 Ac.           1,000            150           15
0721-31D-001/05           19.5 Ac.      30,530,320      4,579,548      454,474
0821-31D-003/01            1.2 Ac.           1,000            150           15
0721-31D-004/01           1.54 Ac.              50             10            1
0721-31D-011/01            1.5 Ac.         196,020         29,400        2,917
                         ------        -----------     ----------     --------
Totals                   36.613 Ac     $32,303,470     $4,845,526     $480,868

     The indicated 1995 tax responsibility of $480,868 represents a phase-in of
the increased tax assessment.

     Documents prepared by RRB Tax Consulting indicate that the full phase-in of
the increased tax assessment will result in an estimated tax responsibility for
the property in 1996 of $545,108. Based upon our review of public records, this
estimate is reasonable. As such, we have utilized a stabilized tax expense of
$545,000 for calendar year 1996 in our discounted cash flow analysis following.
We have assumed a 3.5 percent annual growth rate in the ensuing years of our
cash flow projection.

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                                      -45-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                                     ZONING
================================================================================

     The subject property is in a C-6, Regional Shopping Mall District as
promulgated by the City of Ridgeland. Permitted uses within district include
retail and related uses, as well as office development. According to the City of
Ridgeland Zoning Ordinance, the purpose of this District is to provide for the
preservation and perpetuation of retail and commercial enterprise and to provide
areas for the development of regional shopping malls of integrated design and
high density development of commercial businesses in certain areas adjacent to
major transportation arteries or thoroughfares within the City. For the purposes
of the Ordinance a regional shopping mall is any grouping of commercial
activities the structure of which exceeds 400,000 square feet in leasable floor
space.

     There are no established dimensional building and site requirements per se.
Rather, a proposed site plan must be submitted to the zoning administrator, with
additional copies to be submitted to the City Engineer, Fire Chief and Building
Official. Upon eventual approval, the approved site plan shall become the zoning
requirements for the property involved. As such, though we are not experts in
the interpretation of the local zoning ordinance, it would appear that the
existing improvements are a legal and conforming use of the site.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

================================================================================

                                      -46-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use Analysis

     Highest and best use analysis evaluates existing land use for the subject
property and seeks to determine if alternative uses would prove more profitable.
The definition and analysis apply specifically to the land. The analysis further
examines whether the land value at its highest and best use exceeds the total
value of the property under its existing use or as improved. Highest and best
use identifies the most profitable, competitive use to which the property can be
put. Therefore, highest and best use is a market-driven concept.

Definition

     Highest and best use is defined as follows:

     The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are legal permissibility,
     physical possibility, financial feasibility, and maximum profitability
     (Dictionary of Real Estate Appraisal, Third Edition, 1993).

     The definition indicates that there are two types of highest and best use
analysis required; the site as though vacant, and the site as currently
improved. In each case, the highest and best use must generally meet four
criteria. The use must be (1) physically possible, (2) legally permissible, (3)
financially feasible, and (4) maximally productive.

A. Highest and Best Use of Site As Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

Physical Constraints

     The first constraint imposed on the possible use of the site is dictated by
the physical aspects of the parcel itself. Physical factors influencing the use
of the site include location, size, shape, topography, soils, abutting uses, the
availability of utilities, and other characteristics.

     The subject mall site contains 74+/- acres (including un-owned anchor
sites). The property is located at 'the northeast quadrant East County Line Road
and South Wheatley Street, offering good regional and local accessibility.
Topography is generally level, with good exposure to the site from both of these
roadways. East County Line Road has experienced steady commercial retail
development in recent years.

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                                      -47-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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<PAGE>


                                                       Highest and Best Use
================================================================================

     All necessary utilities are available to the site, including public water,
gas, electricity, and telephone services. Physical characteristics--i.e. size,
shape, subsoil conditions, and location-- support various types of development,
including commercial, retail, office, and hotel uses. Abutting uses reflect a
mix of commercial development. As discussed, this quadrant of Ridgeland has
become a retail/commercial hub for an expanding trade area.

     Physically, the site could accommodate a number of potential uses. The
general location of the property and its relation to the Metro Jackson area is
very good. Finally, there appear to be no physical constraints limiting
development of the subject property as though vacant. The site's size, location,
and configuration support a variety of possible uses, including retail, office
and hotel.

Legal Considerations

     Legal factors influencing the highest and best use of the subject property
involve local land use guidelines, including comprehensive plans, zoning, and
building codes. The intensity of development may also be affected by surrounding
land uses, neighborhood concerns, and the local planning process.

     The subject site is zoned C-6, Regional Shopping by the City of Ridgeland.
This zoning district allows for a variety of uses, including retail businesses,
eating and drinking establishments, banks, offices, food stores, furniture
sales, and hotel/motel. As discussed in the Zoning section of this report, all
development activity is subject to design review under the zoning review board.

     Considering surrounding uses, it is clear that a large-scale retail use of
the site would be most appropriate. Parking would be necessary for both uses.

     There are no other known land use regulations, easements, or encumbrances
which might impact development on the subject. Further, the site does not appear
to possess any significant natural, cultural, recreational, or scientific
attributes which may influence its use. Based upon this analysis, potential
legally permissible development of the subject site as though vacant would
include retail, office and hotel uses, assuming proper parking requirements are
met.

Financial Feasibility/Economic Considerations

     After determining those uses which are physically possible and legally
permissible, the uses considered must be analyzed in light of their financial
feasibility. Based on the foregoing discussion, potential uses for the subject
site include retail, office and hotel/motel development. For a potential use to
be seriously considered, it must have the potential to provide a sufficient
return to attract investment capital over alternative forms of investment. A
positive net income or acceptable rate of return would indicate that a use is
financially feasible.

================================================================================

                                      -48-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Highest and Best Use
================================================================================

     As discussed in the various locational analyses sections of this report,
the Jackson MSA and the City of Ridgeland has experienced strong growth in
recent years, with good growth potential projected for the near-term.
Considering the site's size, location, and accessibility, we are of the opinion
that the property's highest and best use would be for a use that utilizes this
location and relies upon the draw of customers both regionally and locally. In
this sense, regional mail development would best suit the attributes of the
subject site. The overall success of the subject property supports this
conclusion.

Maximum Productivity

     Finally, of the financially feasible, physically possible, and legally
permissible uses considered, the use that produces the highest price or value
consistent with the rate of return warranted by the market for that use is the
highest and best use. While this test of maximum productivity implies a
quantitative analysis, it is often most qualitative and sensitive to community,
social, political, and governmental concerns.

     In the case of the subject, the site is located immediately east of
Interstate 55, with good accessibility and exposure. Surrounding land uses imply
a retail use for the subject site, while zoning has focused on retail
development. Convenient access and parking are also overriding issues for
potential development of the site. The subject's size and location lead us to
the conclusion that the highest and best use of the subject property, as though
vacant, is for regional mail development with surrounding outparcel uses. As
will be discussed in the highest and best use as improved, regional mall
development provides a sufficient return to the land.

     A developer mindful of the prospective lot coverage, yet savvy as to the
market's potential for absorbing new product, would consider the site's feasible
potential. Parking is an overriding constraint that dictates the ultimate size
of a potential development. Accordingly, our premise assumes that parking would
be provided to a level sufficient for the total project.

Conclusion As Though Vacant

     Based on the preceding analysis, the highest and best use of the subject
property, as though vacant, is for regional mall development built to the site's
maximum feasible F.A.R.

B. Highest and Best Use of Property As Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as: 

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained as is so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

================================================================================

                                      -49-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Highest and Best Use
================================================================================

Physical Constraints

     In considering the physical characteristics of the subject as improved, the
existing use must also meet criteria in order to maintain the property's highest
and best use. Existing improvements can be analyzed three ways: 1) they can be
retained as is; 2) they can be modified, altered, or rehabilitated; and 3) they
can be demolished in favor of an alternative use.

     The subject site is currently improved with an enclosed regional mall, with
surface parking. Subject improvements are considered to be in good condition.
The layout and design are conducive for existing uses and site configuration
provides good access into the property.

     There do not appear to be any other physical factors such as soil or
drainage conditions or other physical characteristics that adversely affect the
continued utility and/or existence of subject improvements. Thus, the subject
site as currently improved is a physically possible use.

Legal Considerations

     The subject site as currently improved represents a legal, conforming use.
There do not appear to be any public or private use restrictions or covenants
which adversely affect the current use of the property. Although the subject
building could legally be modified or possibly demolished for an alternative
use, this would not be a logical progression since the subject does not suffer
from prohibitive functional or physical problems which inhibit its current use.
Furthermore, the leases and operating agreements in place dictate a retail use
for the property. Therefore, the subject site, as improved, is legally
permissible.

Financial Feasibility/Economic Considerations

     As will be discussed in the Income Approach section of this report, the
subject property, as improved, is capable of producing a sufficient return to
the land. Moreover, analysis of the subject property as if vacant indicates that
the highest and best use of the site is for retail development. This
determination has been made by comparing alternative uses for the property and
establishing which use provides the greatest return to the land. Demolishing
existing improvements would not be financially feasible due to the cost involved
and the potential return an alternative use would bring. Thus, current
improvements to the subject provide the most financially feasible use of the
site.

Maximum Productivity

     Based upon the foregoing analysis, the subject parcel, as currently
improved, represents the maximally productive use of the site. Although the site
could be developed with an alternative configuration by demolishing existing
improvements, this scenario would not be economically justifiable and, as a
result, fail the test of financial feasibility and maximum productivity. In our
opinion, no other use of the site would provide as great a return.

================================================================================

                                      -50-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Highest and Best Use
================================================================================

Conclusion As Improved

     The highest and best use of the subject property is therefore as currently
improved. The existing use is physically possible, legally permissible,
financially feasible, and maximally productive. Market conditions in the Jackson
MSA and the City of Ridgeland indicate demand for properties of the subject's
stature, with vacancy and rental rates which justify the financial feasibility
of existing improvements.

================================================================================

                                      -51-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          VALUATION PROCESS
================================================================================

     Appraisers typically use three approaches in valuing real property: The
Cost Approach, the Income Approach and the Sales Comparison Approach. The type
and age of the property and the quantity and quality of data effect the
applicability in a specific appraisal situation.

     The Cost Approach renders an estimate of value based upon the price of
obtaining a site and constructing improvements, both with equal desirability and
utility as the subject property. Historically, investors have not emphasized
cost analysis in purchasing investment grade properties such as regional malls.
The estimation of obsolescence for functional and economic conditions as well as
depreciation on improvements makes this approach difficult at best. Furthermore,
the Cost Approach fails to consider the value of department store commitments to
regional shopping centers and the difficulty of site assemblage for such
properties. As such, a complete Cost Approach will not be employed in this
analysis due to the fact that the marketplace does not rigidly trade leased
shopping centers on a cost/value basis.

     The Sales Comparison Approach is based on an estimate of value derived from
the comparison of similar type properties which have recently been sold. Through
an analysis of these sales, efforts are made to discern the actions of buyers
and sellers active in the marketplace, as well as establish relative unit values
upon which to base comparisons with regard to the mail. This approach has a
direct application to the subject property. Furthermore, this approach has been
used to develop investment indices and parameters from which to judge the
reasonableness of our principal approach, the Income Approach.

     By definition, the subject property is considered an income/investment
property. Properties of this type are historically bought and sold on the
ability to produce economic benefits, typically in the form of a yield to the
purchaser on investment capital. Therefore, the analysis of income capabilities
are particularly germane to this property since a prudent and knowledgeable
investor would follow this procedure in analyzing its investment qualities.
Therefore, the Income Approach has been emphasized as our primary methodology
for this valuation. This valuation concludes with a final estimate of the
subject's market value based upon the total analysis as presented herein.

================================================================================

                                      -52-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     The Sales Comparison Approach provides an estimate of market value by
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution, which holds that, when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, market value and price trends can be
identified. Comparability in physical, locational, and economic characteristics
is an important criterion when comparing sales to the subject property. The
basic steps involved in the application of this approach are as follows:

     1.   Research recent, relevant property sales and current offerings
          throughout the competitive marketplace;

     2.   Select and analyze properties considered most similar to the subject,
          giving consideration to the time of sale, change in economic
          conditions which may have occurred since date of sale, and other
          physical, functional, or locational factors;

     3.   Identify sales which include favorable financing and calculate the
          cash equivalent price; and

     4.   Reduce the sale prices to a common unit of comparison, such as price
          per square foot of gross leaseable area sold;

     5.   Make appropriate adjustments between the comparable properties and the
          property appraised;

     6.   Interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used, market-oriented units of comparison for retail
properties such as the subject are the sale price per square foot of gross
leaseable area (GLA) purchased, and the overall capitalization rate extracted
from the sale. This latter measure will be addressed in the Income Approach
which follows this methodology. An analysis of the inherent sales multiple also
lends additional support to the Sales Comparison Approach.

Market Overview

     The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REIT's). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

================================================================================

                                      -53-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which offer
good upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

     Over the past 18+/- months, we have seen real estate investment return to
favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance companies
are also reentering the market. The re-emergence of real estate investment
trusts (REITs) has helped to provide liquidity within the real estate market,
pushing demand for well-tenanted, quality property, particularly regional malls.
Currently, REITs are one of the most active segments of the industry and are
particularly attractive to institutional investors due to their liquidity.

     The market for dominant Class A institutional quality malls is tight, as
characterized by the limited amount of good quality product available. It is the
consensus that Class A property would trade in the 7.0 to 8.0 percent
capitalization rate range. Conversely, there are many second tier and lower
quality malls offered on the market at this time. With limited demand from a
much thinner market, cap rates for this class of malls are felt to be in the
much broader 8.5 to 15.0 percent range. Reportedly, there are 50+/- malls on the
market currently. Pessimism about the long term viability of many of these lower
quality malls has been fueled by the recent turmoil in the retail industry. It
is felt that the subject resides on the better quality end of this latter
category.

     To better understand where investors stand in today's marketplace, we have
surveyed active participants in the retail investment market. Based upon our
survey, the following points summarize some of the more important " hot buttons
" concerning investors:

     1.   Occupancy Costs - This " health ratio " measure is of fundamental
          concern today. Investors like to see ratios under 13.0 percent and
          become quite concerned when they exceed 15.0 percent. This appears to
          be by far the most important issue to an investor today. Investors are
          looking for long term growth in cash flow and want to realize this
          growth through real rent increases. High occupancy costs limit the
          amount of upside through lease rollovers. 

     2.   Market Dominance - The mall should truly be the dominant mall in the
          market, affording it a strong barrier to entry. Some respondents feel
          this is more important than the size of the trade area itself.

================================================================================

                                     -54-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

     3.   Strong Anchor Alignment - Having at least three department stores, two
          of which are dominant in that market. The importance of the
          traditional department store as an anchor tenant has returned to favor
          after several years of weak performance and confusion as to the
          direction of the industry. As a general rule, most institutional
          investors would not be attracted to a two-anchor mall.

     4.   Dense Marketplace - Several of the institutional investors favor
          markets of 300,000 to 500,000 people (at least 150,000 households) or
          greater within a 5 to 7 mile radius. Population growth in the trade
          area is also very important. One advisor likes to see growth 50.0
          percent better than the U.S. average. Another investor cited that they
          will look at trade areas of 200,000+/- but that if there is no
          population growth forecasted in the market, a 50+/- basis point
          adjustment to the cap rate at the minimum is warranted.

     5.   Income Levels - Household incomes of $50,000+ which tends to be
          limited in many cases to top 50 MSA locations.

     6.   Good Access - Interstate access with good visibility and a location
          within or proximate to the growth path of the community.

     7.   Tenant Mix - A complimentary tenant mix is important. Mall shop ratios
          of 35+/- percent of total GLA are considered average with 75.0 to
          80.0 percent allocated to national tenants. Mall shop sales of at
          least $250 per square foot with a demonstrated positive trend in sales
          is also considered to be important.

     8.   Physical Condition - Malls that have good sight lines, an updated
          interior appearance, and a physical plant in good shape are looked
          upon more favorably. While several developers are interested in
          turn-around situations, the risk associated with large capital
          infusions can add at least 200 to 300 basis points onto a cap rate.

     9.   Environmental Issues - The impact of environmental problems cannot be
          understated. There are several investors who won't even look at a deal
          if there are any potential environmental issues no matter how
          seemingly insignificant.

     10.  Operating Covenants - Some buyers indicated that they would not be
          interested in buying a mall if the anchor store operating covenants
          were to expire over the initial holding period. Others weigh each
          situation on its own merit. If it is a dominant center with little
          likelihood of someone coming into the market with a new mall, they are
          not as concerned about the prospects of loosing a department store. If
          there is a chance of loosing an anchor, the cost of keeping them must
          be weighed against the benefit. In many of their malls they are
          finding that traditional department stores are not always the optimum
          tenant but that a category killer or other big box use would be a more
          logical choice.

     In the following section we will discuss trends which have become apparent
over the past several years involving sales of regional malls.

================================================================================

                                      -55-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

Regional Mail Property Sales

     Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have affected
investor perceptions. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues affecting department store
anchors. Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if they
were performing satisfactorily.

     During the 1980's a number of acquisitions, hostile takeovers and
restructuring occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into 1991-1992 with filings by such
major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early
1994, Woodward & Lothrop announced their bankruptcy involving two department
store divisions that dominate the Philadelphia and Washington D.C. markets.
Recently, most of the stores were acquired by the May Department Stores Company,
effectively ending the existence of the 134 year old Wanamaker name, the
nation's oldest department store company. More recently, however, department
stores have been reporting a return to profitability resulting from increased
operating economies and higher sales volumes. Sears, once marked by many for
extinction, has more recently won the praise of analysts. Federated Department
Stores has also been acclaimed as a text book example on how to successfully
emerge from bankruptcy. They have merged with Macy's and more recently acquired
the Broadway chain to form one of the nation's largest department store
companies.

     With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

     However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

     Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. In this analysis we will show sales trends since
1991. Summary charts for the older sales (1991-1993) are provided in the
Addenda. The more recent sales (1994/1995) are provided herein. These sales are
inclusive of good quality Class A or B+/- properties that are dominant in their
market. Also included are weaker properties in second tier cities that have a
narrower investment appeal. As such, the mall sales presented in this analysis
show a wide

================================================================================

                                      -56-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
================================================================================================================================
REGIONAL MALL SALES                                                                                                         1995
1995 Transaction Chart
Cushman & Wakefield, Inc.
- --------------------------------------------------------------------------------------------------------------------------------



Sale                             Sale      Year                    Total       Sold     Shop          Shop    Occu-       Shop
 No.     Property/Location       Date      Built    Sale Price      GLA         GLA      GLA          Ratio   pancy     Sales/sf
================================================================================================================================
<C>      <S>                    <C>      <C>       <C>            <C>         <C>       <C>           <C>     <C>         <C>
95-1     Natick Mall            Dec-95      1994   $265,000,000   1,160,733   646,733   436,733       37.6%   99.0%       $416
         Natick, MA                      (redeval)
- --------------------------------------------------------------------------------------------------------------------------------
95-2     Smith Haven Mall       Dec-95     1969/   $221,000,000   1,351,913   813,786   505,626       37.4%   93.0%       $420
         Lake Grove, NY                     86
- --------------------------------------------------------------------------------------------------------------------------------
95-3     Capitola Mall          Dec-95     1977/    $52,500,000     577,396   577,396   197,396       34.2%   92.0%       $262
(1)      Capitola, CA                       88
- --------------------------------------------------------------------------------------------------------------------------------
95-4     Centre at Salisbury    Aug-95      1990    $78,000,000     884,825   744,825   278,915       31.5%   89.0%       $257
         Salisbury, MD
- --------------------------------------------------------------------------------------------------------------------------------
95-5     Piedmont Mall          Jul-95     1983/    $39,000,000     534,135   409,135   188,049       35.2%     --        $250
         Danville, VA                       84
- --------------------------------------------------------------------------------------------------------------------------------
95-6     River Oaks Center      Jul-95      1978    $26,200,000     574,657   493,791   219,099       38.1%     --        $200
         Decatur, AL
- --------------------------------------------------------------------------------------------------------------------------------
95-7     Columbia Mall          Jul-95      1998    $27,650,000     351,364   351,364   128,024       36.4%   96.0%       $165
         Bloomsberg, PA
- --------------------------------------------------------------------------------------------------------------------------------
95-8     Hot Springs Mall       Jun-95      1962    $22,775,000     389,914   318,033   156,000       40.0%   83.0%       $240
         Hot Springs, AR
- --------------------------------------------------------------------------------------------------------------------------------
95-9     Westgate Mall          May-95     1960/    $43,000,000     649,185   448,268   253,993       39.1%   77.9%       $191
         San Jose, CA                       89
- --------------------------------------------------------------------------------------------------------------------------------
95-10    Silver City Galleria   Apr-95      1992   $159,106,000   1,005,595   749,595   349,107       34.7%   96.0%       $290
         East Taunton, MA
- --------------------------------------------------------------------------------------------------------------------------------
95-11    Westgate Mall          Apr-95      1975    $25,300,000     768,000   449,974   272,630       35.5%   85.0%       $240
         Spartanburg, SC
- --------------------------------------------------------------------------------------------------------------------------------
95-12    Hanover Mall           Jan-95   1971/93    $38,000,000     649,130   649,130   298,531       46.0%   90.0%       $204
         Hanover, MA
- --------------------------------------------------------------------------------------------------------------------------------
95-13    Greenbrier Mall        Jan-95      1981    $84,700,000     774,201   594,201   318,595       41.2%   96.0%       $250
         Chesapeake, VA
- --------------------------------------------------------------------------------------------------------------------------------
95-14    Galleria at Tyler      Jan-95     1970/   $123,750,000   1,044,536   431,640   411,640       39.4%   86.0%       $244
(2)      Riverside, CA                      91
================================================================================================================================
         Survey Low:                                $22,775,000     351,364   318,033   128,024       31.5%   77.9%       $165

         Survey High:                              $265,000,000   1,351,913   813,786   505,626       46.0%   99.0%       $420
- --------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                               $86,141,500     765,399   548,410   286,738       37.6%   90.2%       $259
- --------------------------------------------------------------------------------------------------------------------------------

================================================================================================================================




<CAPTION>

- ---------------------------------------------------------------------------------------------------------------
                                                          Capitalization               Unit Rate
                                                               Rates                   Comparison
                                                        ------------------        --------------------
Sale                                                   Going-in  Terminal        Price/GLA Price/Mall  Sales
 No.     Property/Location         NOI        NOI/sf      OAR       OAR     IRR   Purchased  Shop GLA  Multiple

===============================================================================================================
<C>      <S>                   <C>            <C>        <C>       <C>     <C>       <C>       <C>       <C>
95-1     Natick Mall           $21,311,000    $32.95      8.04%    8.00%   10.75%    $410      $607      1.46
         Natick, MA
- ---------------------------------------------------------------------------------------------------------------
95-2     Smith Haven Mall      $16,500,000    $20.28      7.47%      --       --     $272      $437      4.04
         Lake Grove, NY
- ---------------------------------------------------------------------------------------------------------------
95-3     Capitola Mall          $4,987,500     $8.64      9.50%      --       --      $91      $266      1.02
(1)      Capitola, CA
- ---------------------------------------------------------------------------------------------------------------
95-4     Centre at Salisbury    $7,020,000     $9.43      9.00%      --       --     $105      $280      1.09
         Salisbury, MD
- ---------------------------------------------------------------------------------------------------------------
95-5     Piedmont Mall          $3,600,000     $8.80      9.23%      --       --      $95      $207      0.83
         Danville, VA
- ---------------------------------------------------------------------------------------------------------------
95-6     River Oaks Center      $2,908,200     $5.89     11.10%      --       --      $53      $120      0.60
         Decatur, AL
- ---------------------------------------------------------------------------------------------------------------
95-7     Columbia Mall          $2,958,500     $8.42     10.70%      --       --      $79      $216      1.31
         Bloomsberg, PA
- ---------------------------------------------------------------------------------------------------------------
95-8     Hot Springs Mall       $2,277,500     $7.16     10.00%      --       --      $72      $146      0.61
         Hot Springs, AR
- ---------------------------------------------------------------------------------------------------------------
95-9     Westgate Mall          $4,096,457     $9.14      9.53%      --       --      $96      $169      0.89
         San Jose, CA
- ---------------------------------------------------------------------------------------------------------------
95-10    Silver City Galleria  $13,219,000    $17.63      8.31%    8.00%   11.00%    $212      $456      1.57
         East Taunton, MA
- ---------------------------------------------------------------------------------------------------------------
95-11    Westgate Mall          $2,403,500     $5.34      9.50%      --       --      $56       $93      0.39
         Spartanburg, SC
- ---------------------------------------------------------------------------------------------------------------
95-12    Hanover Mall           $3,811,400     $5.67     10.03%      --       --      $59      $127      0.62
         Hanover, MA
- ---------------------------------------------------------------------------------------------------------------
95-13    Greenbrier Mall        $6,600,000    $11.11      7.79%    8.00%   11.50%    $143      $266      1.06
         Chesapeake, VA
- ---------------------------------------------------------------------------------------------------------------
95-14    Galleria at Tyler      $9,600,000    $22.24      7.76%    8.00%   10.50%    $287      $301      1.23
(2)      Riverside, CA
===============================================================================================================
         Survey Low:            $2,277,500     $5.34      7.47%    8.00%   10.50%     $53       $93      0.39

         Survey High:          $21,311,000    $32.95     11.10%    8.00%   11.50%    $410      $607      1.57
- ---------------------------------------------------------------------------------------------------------------
         Survey Mean:           $7,235,218    $12.35      9.14%    8.00%   10.94%    $145      $264      0.98
- ---------------------------------------------------------------------------------------------------------------

===============================================================================================================
</TABLE>
- ----------
(1)  Cash equivalent price
(2)  Net of allocation for excess land. Sale includes cinema.


                                                                          
                                                                       CUSHMAN &
                                                                       WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
REGIONAL MALL SALES                                                                                                         1994
1994 Transaction Chart
Cushman & Wakefield, Inc.
- --------------------------------------------------------------------------------------------------------------------------------



Sale                             Sale      Year                    Total       Sold     Shop          Shop    Occu-       Shop
 No.     Property/Location       Date      Built    Sale Price      GLA         GLA      GLA          Ratio   pancy     Sales/sf
================================================================================================================================
<C>      <S>                    <C>      <C>       <C>            <C>       <C>         <C>           <C>     <C>         <C>
94-1     Independence Center    Dec-94    1974/     $53,400,000     863,986   392,524   392,524       45.4%   84.0%       $200  
(1)      Independence, MO                  88
- --------------------------------------------------------------------------------------------------------------------------------
94-2     Biltmore Fashion       Dec-94   1963/     $110,000,000     554,503   372,000   219,000       39.5%   97.0%       $380  
(2)      Park                             92
         Phoenix, Arizona
- --------------------------------------------------------------------------------------------------------------------------------
94-3     Confidential           Dec-94   1981/     $108,000,000   1,123,580   333,468   333,468       29.7%   95.0%       $300  
         Major Southwest, MSA             83    
- --------------------------------------------------------------------------------------------------------------------------------
94-4     CPI Portfolio          Dec-94             $151,500,000   2,110,051 1,142,386   750,436       35.6%   90.0%       $250  
(3)      1)  Orange Park Mall            1975/
             Orange Park,                 91
             Florida
         2)  University Mall             1974/
             Pensacola, Florida           90
         3)  Broadway Square             1975/
             Mall                         89
             Tyler, Texas
- --------------------------------------------------------------------------------------------------------------------------------
94-5     Fashion Valley Center  Nov-94     1969/   $128,500,000   1,370,262   518,900   373,725       27.3%   91.0%       $325  
         San Diego, California             81/84
- --------------------------------------------------------------------------------------------------------------------------------
94-6     Mall of the Americas   Oct-94     1970/    $76,200,000     678,000   678,000   225,000       33.2%   98.5%       $325  
         Miami, Florida                      93+
- --------------------------------------------------------------------------------------------------------------------------------
94-7     Corte Madera T.C.      Sep-94     1958/    $70,500,000     425,572   425,572   237,453       55.8%   93.5%       $325  
         Marin County,                      85
         California
- --------------------------------------------------------------------------------------------------------------------------------
94-8     Layton Hills Mall      Sep-94     1980/    $51,375,000     710,030   620,030   399,001       56.2%   94.0%       $226  
         Layton, Utah                       91
- --------------------------------------------------------------------------------------------------------------------------------
94-9     North Shore Square     Jul-94      1985    $34,150,000     624,000   358,709   178,326       28.6%   94.0%       $218  
         Slidell, Louisiana
- --------------------------------------------------------------------------------------------------------------------------------
94-10    Chesterfield T.C.      Jun-94     1966/    $93,600,000     605,161   605,161   291,744       48.2%   95.0%       $290  
(5)      Richmond, Virginia                87/89
- --------------------------------------------------------------------------------------------------------------------------------
94-11    Waterside Shops        Jun-94      1992    $65,500,000     250,000   250,000   173,930       69.6%   99.0%       $400  
         Naples, Florida
- --------------------------------------------------------------------------------------------------------------------------------
94-12    Crossroads Mall        Apr-94      1974    $51,500,000   1,114,720   378,704   378,704       34.0%   95.0%       $189  
         Oklahoma City,
         Oklahoma
- --------------------------------------------------------------------------------------------------------------------------------
94-13    Riverchase Galleria    Feb-94      1966   $175,000,000   1,251,142   462,612   350,504       28.0%   95.0%       $350  
         Hoover, Alabama
- --------------------------------------------------------------------------------------------------------------------------------
94-14    Stratford Square Mall  Jan-94     1981/   $119,000,000   1,294,682   493,404   493,404       38.1%   98.5%       $260  
         Bloomingdale,                    88/91
         Illinois
================================================================================================================================
         Survey Low:                                $34,150,000     250,000   250,000   173,930       27.3%   84.0%       $189  

         Survey High:                              $175,000,000   2,110,051 1,142,386   750,436       69.6%   99.0%       $400  
- --------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                               $92,016,071     926,835   502,248   342,659       40.6%   94.3%       $288  
================================================================================================================================


================================================================================




<CAPTION>

- ---------------------------------------------------------------------------------------------------------------
                                                          Capitalization               Unit Rate
                                                               Rates                   Comparison
                                                        ------------------        --------------------
Sale                                                   Going-in  Terminal        Price/GLA Price/Mall  Sales
 No.     Property/Location         NOI        NOI/sf      OAR       OAR     IRR   Purchased  Shop GLA  Multiple
===============================================================================================================
<C>      <S>                   <C>            <C>        <C>       <C>     <C>       <C>       <C>       <C>
94-1     Independence Center    $4,592,000    $11.70      8.60%       --       --    $136      $136      0.68
(1)      Independence, MO
- ---------------------------------------------------------------------------------------------------------------
94-2     Biltmore Fashion      $8,600,000    $23.12      7.82%       --       --    $296      $502      1.32
(2)      Park
         Phoenix, Arizona
- ---------------------------------------------------------------------------------------------------------------
94-3     Confidential          $7,538,400    $22.61      6.98%    7.25%   10.70%    $324      $324      1.08
         Major Southwest, MSA
- ---------------------------------------------------------------------------------------------------------------
94-4     CPI Portfolio         $13,350,000    $11.69      8.81%       --       --    $133      $202      0.81
(3)      1)  Orange Park Mall
             Orange Park,
             Florida
         2)  University Mall
             Pensacola, Florida
         3)  Broadway Square
             Mall
             Tyler, Texas
- ---------------------------------------------------------------------------------------------------------------
94-5     Fashion Valley Center  $9,637,500    $18.57      7.50%    8.00%   11.00%    $248      $344      1.06
         San Diego, California
- ---------------------------------------------------------------------------------------------------------------
94-6     Mall of the Americas   $6,706,000     $9.89      8.80%       --   11.80%    $112      $339      1.04
         Miami, Florida
- ---------------------------------------------------------------------------------------------------------------
94-7     Corte Madera T.C.      $5,900,000    $13.86      8.37%    9.00%   11.00%    $166      $297      0.91
         Marin County,
         California
- ---------------------------------------------------------------------------------------------------------------
94-8     Layton Hills Mall      $4,730,500     $7.63      9.21%       --       --     $83      $129      0.57
         Layton, Utah
- ---------------------------------------------------------------------------------------------------------------
94-9     North Shore Square     $3,073,000     $8.57      9.00%       --       --     $95      $192      0.88
         Slidell, Louisiana
- ---------------------------------------------------------------------------------------------------------------
94-10    Chesterfield T.C.      $8,424,000    $13.92      9.00%       --       --    $155      $321      1.11
 (5)     Richmond, Virginia
- ---------------------------------------------------------------------------------------------------------------
94-11    Waterside Shops        $5,043,500    $20.17      7.70%       --       --    $262      $377      0.94
         Naples, Florida
- ---------------------------------------------------------------------------------------------------------------
94-12    Crossroads Mall        $5,300,000    $14.00     10.29%       --       --    $136      $136      0.72
         Oklahoma City,
         Oklahoma
- ---------------------------------------------------------------------------------------------------------------
94-13    Riverchase Galleria   $13,295,000    $28.74      7.60%       --   11.50%    $378      $499      1.43
         Hoover, Alabama
- ---------------------------------------------------------------------------------------------------------------
94-14    Stratford Square Mall  $8,962,500    $18.16      7.53%    8.25%   11.00%    $241      $241      0.93
         Bloomingdale,1
         Illinois
===============================================================================================================
         Survey Low:            $3,073,000     $7.63      6.96%    7.25%   10.70%     $83      $129      0.57

         Survey High:          $13,350,000    $28.74     10.29%    9.00%   11.80%    $378      $502      1.43
- ---------------------------------------------------------------------------------------------------------------
         Survey Mean:           $7,510,850    $15.90      8.37%    8.13%   11.17%    $197      $288      0.96
===============================================================================================================
</TABLE>

(1)  Inclusive of $2.4 million held back for deferred maintenance.

(2)  Inclusive of partnership units. (3) Net of allocation to excess land.

(4)  Sales includes 75,712 square foot professional building.

(5)  Adjusted to reflect 100% interest.


                                                                         
                                                                       CUSHMAN &
                                                                       WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                   Sales Comparison Approach
================================================================================

variety of prices on a per unit basis, ranging from $59 per square foot up to
$556 per square foot of total GLA purchased. When expressed on the basis of mall
shop GLA acquired, the range is more broadly seen to be $93 to $647 per square
foot. Alternatively, the overall capitalization rates that can be extracted from
each transaction range from 5.60 percent to rates in excess of 11.0 percent.

     One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort unit
prices for some comparables. Other sales include only mall shop area where small
space tenants have higher rents and higher retail sales per square foot. A
shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area. A brief discussion of historical trends in
mall transactions follows.

     o    The fourteen sales included for 1991 show a mean average price per
          square foot sold of $282. On the basis of mall shop GLA sold, these
          sales present a mean of $357. Sales multiples range from .74 to 1.53
          with a mean of 1.17. Capitalization rates range from 5.60 to 7.82
          percent with an overall mean of 6.44 percent. The mean terminal
          capitalization rate is approximately 100 basis points higher, or 7.33
          percent. Yield rates range between 10.75 and 13.00 percent, with a
          mean of 11.52 percent for those sales reporting IRR expectancies.

     o    In 1992, the eleven transactions display prices ranging from $136 to
          $511 per square foot of GLA sold, with a mean of $259 per square foot.
          For mall shop area sold, the 1992 sales suggest a mean price of $320
          per square foot. Sales multiples range from .87 to 1.60 with a mean of
          1.07. Capitalization rates range between 6.00 and 7.97 percent with
          the mean cap rate calculated at 7.31 percent for 1992. For sales
          reporting a going-out cap rate, the mean is shown to be 7.75 percent.
          Yield rates range from 10.75 to around 12.00 percent with a mean of
          11.56 percent.

     o    For 1993, a total of sixteen transactions have been tracked. These
          sales show an overall average sale price of $242 per square foot based
          upon total GLA sold and $363 per square foot based solely upon mall
          GLA sold. Sales multiples range from .65 to 1.82 and average 1.15.
          Capitalization rates continued to rise in 1993, showing a range
          between 7.00 and 10.10 percent. The overall mean has been calculated
          to be 7.92 percent. For sales reporting estimated terminal cap rates,
          the mean is also equal to 7.92 percent. Yield rates for 1993 sales
          range from 10.75 to 12.50 percent with a mean of 11.53 percent for
          those sales reporting IRR expectancies. On balance, the year was
          notable for the number of dominant Class A malls which transferred.


================================================================================

                                      -57-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                   Sales Comparison Approach
================================================================================

     o    Sales data for 1994 shows fourteen confirmed transactions with an
          average unit price per square foot of $197 per square foot of total
          GLA sold and $288 per square foot of mall shop GLA. Sales multiples
          range from .57 to 1.43 and average .96. The mean going-in
          capitalization rate is shown to be 8.37 percent. The residual
          capitalization rates average 8.13 percent. Yield rates range from
          10.70 to 11.50 percent and average 11.17 percent. During 1994, many of
          the closed transactions involved second and third tier malls. This
          accounted for the significant drop in unit rates and corresponding
          increase in cap rates. Probably the most significant sale involved the
          Riverchase Galleria, a 1.2 million square foot center in Hoover,
          Alabama. LaSalle Partners purchased the mall of behalf of the
          Pennsylvania Public School Employment Retirement System for $175.0
          million. The reported cap rate was approximately 7.4 percent.

     o    Cushman & Wakefield has researched 14 mall transactions for 1995. With
          the exception of Sale No. 95-1 (Natick Mall) and 95-2 (Smith Haven
          Mall), by and large the quality of malls sold are lower than what has
          been shown for prior years. For example, the average transaction price
          has been slipping. In 1993, the peak year, the average deal was nearly
          $133.8 million. Currently, it is shown to be $90.7 million which is
          even skewed upward by Sale Nos. 95-1 and 95-2. The average price per
          square foot of total GLA is calculated to be $152 per square foot. The
          range in values of mall GLA sold are $93 to $607 with an average of
          $275 per square foot. Characteristic of these lesser quality malls
          would be higher initial capitalization rates. The range for these
          transactions is 7.47 to 11.1 percent with a mean of 9.14 percent, the
          highest average over the past five years, Most market participants
          feel that continued turmoil in the retail industry will force cap
          rates to move higher over the ensuing year.

     While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. The following chart summarizes the range and mean
for this unit of comparison by year of sale.

         ============================================================
           Transaction       Price/SF          Price/SF       Sales
              Year        Unit Rate Range *      Mean       Multiple
         ============================================================
              1991           $203 - $556         $357          1.17
         ------------------------------------------------------------
              1992           $226 - $511         $320          1.07
         ------------------------------------------------------------
              1993           $173 - $647         $363          1.15
         ------------------------------------------------------------
              1994           $129 - $502         $288           .96
         ------------------------------------------------------------
              1995           $ 93 - $607         $264           .98
         ============================================================
         * Includes all sales by each respective year.
         ============================================================

================================================================================

                                      -58-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                  Sales Comparison Approach
================================================================================

     As discussed, one of the factors which may influence the unit rate is
whether or not anchor stores are included in the total GLA which is transferred.
Thus, a further refinement can be made between those malls which have
transferred with anchor space and those which have included only mail GLA. Chart
A, shown below makes this distinction.

  ============================================================================
                                     CHART A

                               Regional Mall Sales
                         Involving Mall Shop Space Only
  ============================================================================
        1991               1992                1993                1994
  ============================================================================
  Sale  Unit  NOI    Sale  Unit  NOI    Sale   Unit  NOI     Sale  Unit  NOI
   No.  Rate Per SF   No.  Rate Per SF   No.   Rate Per SF    No.  Rate Per SF
  ============================================================================
  91- 1 $257 $15.93  92- 2 $348 $25.27  93- 1* $355 $23.42   94- 1 $136 $11.70
  ----------------------------------------------------------------------------
  91- 2 $232 $17.65  92- 9 $511 $33.96  93- 4  $471 $32.95   94- 3 $324 $22.61
  ----------------------------------------------------------------------------
  91- 5 $203 $15.89  92-11 $283 $19.79  93- 5  $396 $28.88   94-12 $136 $14.00
  ----------------------------------------------------------------------------
  91- 6 $399 $24.23                     93- 8  $265 $20.55   94-14 $241 $18.16
  ----------------------------------------------------------------------------
  91- 7 $395 $24.28                     93-16  $268 $19.18
  ----------------------------------------------------------------------------
  91- 8 $320 $19.51
  ----------------------------------------------------------------------------
  91-10 $556 $32.22
  ----------------------------------------------------------------------------
  Mean  $337 $21.39  Mean  $381 $26.34  Mean   $351 $25.00   Mean  $209 $16.62
  ============================================================================
  Sale included peripheral GLA.
  ============================================================================


     From the above we see that the mean unit rate for sales involving mall shop
GLA only has ranged from approximately $209 to $381 per square foot. We
recognized that these averages may be skewed somewhat by the size of the sample.
There were no 1995 transactions involving only mall shop GLA.

     Alternately, where anchor store GLA has been included in the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $227 per square foot in 1991, $213 per square foot in 1992,
$196 per square foot in 1993, $193 per square foot in 1994 and $145 per square
foot in 1995. Chart B following depicts this data.




================================================================================

                                      -59-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                   Sales Comparison Approach
================================================================================



       =================================================================
                                     CHART B

                               Regional Mail Sales
                       Involving Mall Shops and Anchor GLA
       =================================================================
              1991                  1992                  1993
       =================================================================
       Sale   Unit    NOI    Sale   Unit    NOI    Sale   Unit    NOI
        No.   Rate   Per SF  No.    Rate   Per SF  No.    Rate   Per SF
       =================================================================
       91- 3  $156   $11.30  92- 1  $258   $20.24  93- 2  $225   $17.15
       -----------------------------------------------------------------
       91- 4  $228   $16.50  92- 3  $197   $14.17  93- 3  $135   $11.14
       -----------------------------------------------------------------
       91- 9  $193   $12.33  92- 4  $385   $29.43  93- 6  $224   $16.39
       -----------------------------------------------------------------
       91-11  $234   $13.36  92- 5  $182   $14.22  93- 7  $ 73   $ 7.32
       -----------------------------------------------------------------
       91-12  $287   $17.83  92- 6  $203   $16.19  93- 9  $279   $20.66
       -----------------------------------------------------------------
       91-13  $242   $13.56  92- 7  $181   $13.60  93-10  $ 97   $ 9.13
       -----------------------------------------------------------------
       91-14  $248   $14.87  92- 8  $136   $ 8.18  93-11  $289   $24.64
       -----------------------------------------------------------------
                             92-10  $161   $12.07  93-12  $194   $13.77
       -----------------------------------------------------------------
                                                   93-13  $108   $ 9.75
       -----------------------------------------------------------------
                                                   93-14  $322   $24.10
       -----------------------------------------------------------------
                                                   93-15  $214   $16.57
       -----------------------------------------------------------------
       Mean   $227   $14.25  Mean   $213   $16.01  Mean   $196   $15.51
       =================================================================




                   ===========================================
                                     CHART B

                               Regional Mall Sales
                       Involving Mall Shops and Anchor GLA
                   ===========================================
                          1994                  1995
                   ===========================================
                   Sale   Unit     N0I   Sale   Unit   NOI
                   No.    Rate   Per SF  No.    Rate   Per SF
                   ===========================================
                   94- 2  $296   $23.12  95- 1  $410   $32.95
                   -------------------------------------------
                   94- 4  $133   $11.69  95- 2  $272   $20.28
                   -------------------------------------------
                   94- 5  $248   $18.57  95- 3  $ 91   $ 8.64
                   -------------------------------------------
                   94- 6  $112   $ 9.89  95- 4  $105   $ 9.43
                   -------------------------------------------
                   94- 7  $166   $13.86  95- 5  $ 95   $ 8.80
                   -------------------------------------------
                   94- 8  $ 83   $ 7.63  95- 6  $ 53   $ 5.89
                   -------------------------------------------
                   94- 9  $ 95   $ 8.57  95- 7  $ 79   $ 8.42
                   -------------------------------------------
                   94-10  $155   $13.92  95- 8  $ 72   $ 7.16
                   -------------------------------------------
                   94-11  $262   $20.17  95- 9  $ 96   $ 9.14
                   -------------------------------------------
                   94-13  $378   $28.74  95-10  $212   $17.63
                   -------------------------------------------
                                         95-11  $ 56   $ 5.34
                   -------------------------------------------
                                         95-12  $ 59   $ 5.87
                   -------------------------------------------
                                         95-13  $143   $11.11
                   -------------------------------------------
                                         95-14  $287   $22.24
                   -------------------------------------------
                   Mean   $193   $15.62  Mean   $145   $12.35
                   ===========================================
                   * Sale included peripheral GLA.
                   ===========================================


================================================================================

                                      -60-
 
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                   Sales Comparison Approach
================================================================================

Analysis of Sales

     Within Charts A and B, we have presented a summary of recent transactions
(1991-1995) involving regional and super-regional-sized retail shopping malls
from which price trends may be identified for the extraction of value
parameters. These transactions have been segregated by year of acquisition so as
to lend additional perspective on our analysis. Comparability in both physical
and economic characteristics are the most important criteria for analyzing sales
in relation to the subject property. However, it is also important to recognize
the fact that regional shopping malls are distinct entities by virtue of age and
design, visibility and accessibility, the market segmentation created by anchor
stores and tenant mix, the size and purchasing power of the particular trade
area, and competency of management. Thus, the "Sales Comparison Approach", when
applied to a property such as the subject can, at best, only outline the
parameters in which the typical investor operates. The majority of these sales
transferred either on an all cash (100 percent equity) basis or its equivalent
utilizing market-based financing. Where necessary, we have adjusted the purchase
price to its cash equivalent basis for the purpose of comparison.

     As suggested, sales which include anchors typically have lower square foot
unit prices. In our discussions with major shopping center owners and investors,
we learned that capitalization rates and underwriting criteria have become more
sensitive to the contemporary issues dealing with the department store anchors.
As such, investors are looking more closely than ever at the strength of the
anchors when evaluating an acquisition.

     As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

     Because the subject is theoretically selling only mall shop GLA, we will
look at the recent sales in Chart A more closely. As a basis for comparison, we
will analyze the subject based upon projected NOI. The first year NOI has been
projected to be $22.81 per square foot (FY 1997), based upon 309,675+/- square
feet of owned GLA. Derivation of the subject's projected net operating income is
presented in the Income Approach section of this report as calculated by the
Pro-Ject model. With projected NOI of $22.81 per square foot, the subject falls
toward the mid-point of the range exhibited by the comparable sales.

     Since the income that an asset will produce has direct bearing on the price
that a purchaser is willing to pay, it is obvious that a unit price which falls
toward the middle of the range indicated by the comparables would be applicable
to the subject. The subject's anticipated net income can be initially compared
to the composite mean of the annual transactions in order to place the subject
in a frame of reference. This is shown on the following chart.

================================================================================

                                      -61-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                     Sales Comparison Approach
================================================================================


         ===========================================================
         Sales Year     Mean NOI     Subject Forecast  Subject Ratio
         ===========================================================
           1991          $12.39           $22.81          184.1%
         -----------------------------------------------------------
           1992          $26.34           $22.81           86.6%
         -----------------------------------------------------------
           1993          $25.00           $22.81           91.2%
         -----------------------------------------------------------
           1994          $16.62           $22.81          137.2%
         -----------------------------------------------------------
           1995*         $12.35              --             --
         ===========================================================
          * All 1995 sales include anchor.
         ===========================================================

     With first year NOI forecasted at approximately 86.6 to 184.1 percent of
the mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

Net Income Multiplier Method - Retail Component

     Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment behavior
regarding regional malls. In order to quantify the appropriate adjustments to
the indicated per square foot unit values, we have compared the subject's first
year pro forma net operating income to the pro forma income of the individual
sale properties. In our opinion, a buyer's criteria for the purchase of a retail
property is predicated primarily on the property's income characteristics. Thus,
we have identified a relationship between the net operating income and the sales
price of the property. Typically, a higher net operating income per square foot
corresponds to a higher sales price per square foot. Therefore, this adjustment
incorporates factors such as location, tenant mix, rent levels, operating
characteristics, and building quality.

     Provided below, we have extracted the net income multiplier from each of
the improved sales. We have included only the recent sales data (1993-94). The
equation for the net income multiplier (NIM), which is the inverse of the
equation for the capitalization rate (OAR), is calculated as follows:

                                   Sales Price
                        NIM = --------------------
                              Net Operating Income










================================================================================

                                      -62-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                   Sales Comparison Approach
================================================================================

           =========================================================
                        Net Income Multiplier Calculation
           =========================================================
                                                          Net Income
           Sale No.        NOI/SF        Price/SF         Multiplier
           =========================================================
             93- 1         $23.42           $355             15.16
           ---------------------------------------------------------
             93- 4         $32.95           $471             14.29
           ---------------------------------------------------------
             93- 5         $28.88           $396             13.71
           ---------------------------------------------------------
             93- 8         $20.55           $265             12.90
           ---------------------------------------------------------
             93-16         $19.18           $268             13.97
           ---------------------------------------------------------
             94- 1         $11.70           $136             11.62
           ---------------------------------------------------------
             94- 3         $22.61           $324             14.33
           ---------------------------------------------------------
             94-12         $14.00           $136              9.71
           ---------------------------------------------------------
             94-14         $18.16           $241             13.27
           ---------------------------------------------------------
             Mean          $21.27           $288             13.22
           =========================================================


     Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOI's) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIMs are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated as the first year of the holding period, as detailed in
the Income Approach section of this report.

================================================================================

                                      -63-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                  Sales Comparison Approach
================================================================================

           =========================================================
                           Adjusted Unit Rate Summary
           =========================================================
                          Subject      Net Income    Indicated Price
             Sale No.     NOI/SF       Multiplier         $/SF
           =========================================================
              93- 1       $22.84          15.16           $346
           ---------------------------------------------------------
              93- 4       $22.84          14.29           $326
           ---------------------------------------------------------
              93- 5       $22.84          13.71           $313
           ---------------------------------------------------------
              93- 8       $22.84          12.90           $294
           ---------------------------------------------------------
              93-16       $22.84          13.97           $319
           ---------------------------------------------------------
              94- 1       $22.84          11.62           $265
           ---------------------------------------------------------
              94- 3       $22.84          14.33           $327
           ---------------------------------------------------------
              94-12       $22.84           9.71           $221
           ---------------------------------------------------------
              94-14       $22.84          13.27           $303
           ---------------------------------------------------------
              Mean        $22.84          13.22           $302
           =========================================================


     From the process above, we see that the indicated net income multipliers
range from 9.71 to 15.16 with a mean of 13.22. The adjusted unit rates range
from $221 to $346 per square foot of owned GLA with a mean of $302 per square
foot.

     We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

     Considering the characteristics of the subject relative to the above, we
believe that a unit rate range of $260 to $270 per square foot is appropriate.
Applying this unit rate range to 309,675+/- square feet of owned GLA results in
a value of approximately $80.5 million to $83.6 million for the subject as
shown:

                309,675 SF                       309,675 SF
             x        $270                    x        $280
             -------------                    -------------
               $83,600,000                      $86,700,000

           Rounded Value Estimate - Market Sales Unit Rate Comparison
                           $83,600,000 to $86,700,000

================================================================================

                                      -64-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                   Sales Comparison Approach
================================================================================

Sales Multiple Method

     Arguably, it is the mall shop GLA sold and its intrinsic economic profile
that is of principal concern in the investment decision process. A myriad of
factors influence this rate, perhaps none of which is more important than the
sales performance of the mall shop tenants. Accordingly, the abstraction of a
sales multiple from each transaction lends additional perspective to this
analysis.

     The sales multiple measure is often used as a relative indicator of the
reasonableness of the acquisition price. As a rule of thumb, investors will look
at a sales multiple of 1.0 as a benchmark, and will look to keep it within a
range of .75 to 1.25 times mall shop sales performance unless there are
compelling reasons why a particular property should deviate.

     The sales multiple is defined as the sales price per square foot of mall
GLA divided by average mall shop sales per square foot. As this reasonableness
test is predicated upon the economics of the mall shops, technically, any income
(and hence value) attributed to anchors that are acquired with the mall as
tenants should be segregated from the transaction. As an income (or sales)
multiple has an inverse relationship with a capitalization rate, it is
consistent that, if a relatively low capitalization rate is selected for a
property, it follows that a correspondingly above-average sales (or income)
multiple be applied. In most instances, we are not privy to the anchor's
contributions to net income. As such, the sales multiples reported may be
slightly distorted to the extent that the imputed value of the anchor's
contribution to the purchase price has not been segregated.

                            Sales Multiple Summary
                   ======================================
                    Sale           Going-in       Sales
                     No.             OAR         Multiple
                   ======================================
                    93- 1           7.47%          0.92
                   --------------------------------------
                    93- 4           7.00%          1.16
                   --------------------------------------
                    93- 5           7.29%          1.16
                   --------------------------------------
                    93- 8           7.75%          0.88
                   --------------------------------------
                    93-16           7.16%          1.09
                   --------------------------------------
                    94- 1           8.60%          0.68
                   --------------------------------------
                    94- 3           6.98%          1.08
                   --------------------------------------
                    94-12          10.29%          0.72
                   --------------------------------------
                    94-14           7.53%          0.93
                   --------------------------------------
                    Mean            7.79%          0.96
                   ======================================



================================================================================

                                      -65-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                  Sales Comparison Approach
================================================================================

     The sales that are being compared to the subject show sales multiples that
range from 0.68 to 1.16 with a mean of about 0.96. As is evidenced, the more
productive malls with higher sales volumes on a per square foot basis tend to
have higher sales multiples. Furthermore, the higher multiples tend to be in
evidence where an anchor(s) is included in the sale.

     Based upon its 1995 performance, the subject is projected to produce
comparable sales of approximately $333 per square foot for all reporting mall
shop tenants based upon our forecasted growth rates.

     By applying a ratio of say, 0.80 to 0.85 percent to the forecasted sales of
$333 per square foot, the following range in value is indicated.


     Unit Sales Volume (Mall Shops)                $333                $333
     Sales Multiple                       x        0.80       x        0.85
                                          -------------       -------------
     Adjusted Unit Rate                            $266                $283


     Mall Shop GLA                        x     309,675       x     309,675
                                          -------------       -------------
     Value Indication                       $82,400,000         $87,600,000


     The analysis shows an adjusted value range of approximately $82.4 to $87.6
million. Inherent in this exercise are mall shop sales which are projections
based on our investigation into the market which might not fully measure
investors expectations. It is clearly difficult to project with any certainty
what the mall shops might achieve in the future. While we may minimize the
weight we place on this analysis, it does, nonetheless, offer a reasonableness
check against the other methodologies.

     Giving consideration to all of the above, the following value range is
warranted for the subject property based upon the sales multiple analysis.

                     Estimated Value - Sales Multiple Method
                      Rounded to $82,400,000 to $87,600,000


Conclusion

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. The subject has good comparable sales levels compared to its
peers, with a typical anchor alignment and fair representation of national
tenants. Further, the subject is clearly the dominant super-regional mall in the
Jackson MSA.

     After considering all of the available market data in conjunction with the
characteristics of the subject property, the indices of investment that
generated our value ranges are as follows:

================================================================================

                                      -66-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                  Sales Comparison Approach
================================================================================

Unit Price Per Square Foot

     Salable SF:                        309,675+/-

     Price Per SF of Salable Area:      $270 to $280

     Indicated Value Range:             $83,600,000 to $86,700,000

Sales Multiple Analysis

     Indicated Value Range              $82,400,000 to $87,600,000


     The parameters above show a value range of approximately $82.4 to $86.7
million for the subject.

     Based on our total analysis, relative to the strengths and weaknesses of
each methodology, it would appear that the Sales Comparison Approach indicates a
market value within the more defined range of $83.0 to $86.0 million for the
subject as of June 1, 1996.












================================================================================

                                      -67-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                            INCOME APPROACH
================================================================================

Introduction

     The Income Approach is based upon the economic principle that the value of
a property capable of producing income is the present worth of anticipated
future net benefits. The net income projected is translated into a present value
indication using the capitalization process. There are various methods of
capitalization that are based on inherent assumptions concerning the quality,
durability and pattern of the income projection. Where the pattern of income is
irregular due to existing leases that will terminate at staggered, future dates,
or to an absorption or stabilization requirement on a newer development,
discounted cash flow analysis is the most accurate.

     Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion (the estimated property value at the end of the
projection period). The estimated value of the reversion at the end of the
projection period is based upon capitalization of the next years projected net
operating income. This is the more appropriate method to use in this assignment,
given the step up in lease rates and the long term tenure of retail tenants.

     A second method of valuation, using the Income Approach, is to directly
capitalize a stabilized net income based on rates extracted from the market or
built up through mortgage equity analysis. This is a valid method of estimating
the market value of the property as of the achievement of stabilized operations.
In the case of the subject, the capitalization process will be used for
valuation "at stabilization".

Discounted Cash Flow Analysis

     The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted into a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current rent
roll, as well as the rental market for similar properties. Second, the projected
expenses incurred in generating these gross revenues are deducted. Finally, the
residual net income is discounted into a capital sum at an appropriate rate
which is then indicative of the subject property's current value in the
marketplace.

     In this Income Approach to the valuation of the subject, we have utilized a
10-year holding period for the investment with the cash flow analysis commencing
on June 1, 1996. Although an asset such as the subject has a much longer useful
life, investment analysis becomes more meaningful if limited to a time period
considerably less than the real estate's economic life, but of sufficient length
for an investor. A 10-year holding period for this investment is long enough to
model the asset's performance and benefit from its lease-up and performance, but
short enough to reasonably estimate the expected income and expenses of the real
estate. It is noted that discounting will be done fiscally as of June 1, 1996.

     The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in

================================================================================

                                      -68-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                            Income Approach
================================================================================

the market for this type of real estate establish certain parameters in the
computation of these cash flows and criteria for decision making which this
valuation analysis must include if it is to be truly market-oriented. These
current computational parameters are dependent upon market conditions in the
area of the subject property as well as the market parameters for this type of
real estate which we view as being national in scale.

     By forecasting the anticipated income stream and discounting future value
at reversion into a current value, the capitalization process may be applied to
derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject. In this regard, we see the
subject as a long term investment opportunity for a competent owner/developer.

     An analytical real estate computer model that simulates the behavioral
aspects of property and examines the results mathematically is employed for the
discounted cash flow analysis. In this instance, it is the PRO-JECT Plus+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand. On the Facing Page is a summary of the
expected annual cash flows from the operation of the subject over the stated
investment holding period. It is noted that the exhibited cash flow is presented
on a calendar year basis for ease of comparison to the historical operating
statements and budget for the subject property. A fiscal year cash flow
commencing June 1, 1996 is presented on the following facing page.

     A general outline summary of the major steps involved may be listed as
follows:

     1.   Analysis of the income stream: establishment of an economic (market)
          rent for tenant space; projection of future revenues annually based
          upon existing and pending leases; probable renewals at market rentals;
          and expected vacancy experience;

     2.   Estimation of a reasonable period of time to achieve stabilized
          occupancy of the existing property and make all necessary improvements
          for marketability;

     3.   Analysis of projected escalation recovery income based upon an
          analysis of the property's history as well as the experiences of
          reasonably similar properties;

     4.   Derivation of the most probable net operating income and pre-tax cash
          flow (net income less reserves, tenant improvements, leasing
          commissions and any extraordinary expenses to be generated by the
          property) by subtracting all property expenses from the effective
          gross income; and

     5.   Estimation of a reversionary sale price based upon capitalization of
          the net operating income (before reserves, tenant improvements and
          leasing commissions or other capital items) at the end of the
          projection period.

     Following is a detailed discussion of the components which form the basis
of this analysis.

================================================================================

                                      -69-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                            Income Approach
================================================================================

Potential Gross Revenues

     The total potential gross revenues generated by the subject property are
composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon a percentage of retail sales;
reimbursement of certain expenses incurred in the ownership and operation of the
real estate; and other miscellaneous revenues.

     The minimum base rent represents a legal contract establishing a return to
investors in the real estate, while the passing of certain expenses onto tenants
serves to maintain this return in an era of continually rising costs of
operation. Additional rent based upon a percentage of retail sales experienced
at the subject property serves to preserve the purchasing power of the residual
income to an equity investor over time. Finally, miscellaneous income adds an
additional source of revenue in the complete operation of the subject property.
In the initial year of the investment, fiscal year 1997, it is projected that
the subject property will generate approximately $11,694,359 in potential gross
revenues, equivalent to $37.76 per square foot of total appraised (owned) GLA of
309,675 +/- square feet. These forecasted revenues may be allocated to the
following components:

     =====================================================================
                       Revenue Summary - Retail Component
                       Initial Year of Investment FY 1997
     =====================================================================
      Revenue Component           Amount          Unit Rate   Income Ratio
     =====================================================================
        Minimum Rent            $6,632,518         $21.41         56.7%
     ---------------------------------------------------------------------
        Overage Rent              $329,729          $1.06          2.7%
     ---------------------------------------------------------------------
     Expense Recoveries         $4,539,442         $14.66         38.8%
     ---------------------------------------------------------------------
     Misc./Temp. Income           $202,500           $.65          1.6%
     ---------------------------------------------------------------------
            Total              $11,704,189         $37.78        100.0%
     =====================================================================
     * Reflects total owned GLA of 309,675+/- square feet
     =====================================================================

Minimum Rental Income

     Minimum rent produced by the subject property is derived from that paid by
the various tenant types. The projection utilized in this analysis is based upon
the actual rent roll and our projected leasing schedule in place as of the date
of appraisal, together with our assumptions as to the absorption of the vacant
space, market rent growth, and renewal/turnover probability. We have also made
specific assumptions regarding deals that are in progress and have a strong
likelihood of coming to fruition. In this regard, we have worked with management
and leasing personnel to analyze each pending deal on a case by case basis. We
have incorporated all executed leases in our analysis as well as those leases
which are out-for-signature. These transactions represent a reasonable and
prudent assumption from an investors standpoint.

     The rental income which an asset such as the subject property will generate
for an investor is analyzed as to its quality, quantity and durability. The
quality and probable duration of income will affect the amount of risk which an
informed investor may expect over the property's useful life. Segregation of the
income stream along these lines allows us to control the variables related to
the center's forecasted performance with greater accuracy. Each tenant type
lends itself to a specific weighting of these variables as the risk associated
with each varies.

================================================================================

                                      -70-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                            Income Approach
================================================================================

     The minimum rents forecasted at the subject property are essentially
derived from mall tenant revenues consisting of all in-line mall shops. In our
investigation and analysis of the marketplace, we have surveyed, and ascertained
where possible, rent levels being commanded by competing centers. However, it
should be recognized that large retail shopping centers are generally considered
to be separate entities by virtue of age and design, accessibility, visibility,
tenant mix, and the size and purchasing power of its trade area. Consequently,
the best measure of minimum rental income is its actual rent roll leasing
schedule.

     As such, our a analysis of recently negotiated leases for new and
relocation tenants at the subject provides important insight into perceived
market rent levels for the mall. In so much as a tenant's ability to pay rent is
based upon expected sales achievement, the level of negotiated rents is directly
related to the individual tenant's perception of their expected performance at
the mall.

In-Line Shops

     Our analysis of market rent levels for in-line shops has resolved itself to
a variety of influencing factors. Although it is typical that larger tenant
spaces are leased at lower per square foot rates and lower percentages, the type
of tenant as well as the variable of location within the mall can often distort
this size/rate relationship.

     The following chart presents an analysis of in-line shop rents based upon
existing leases and leases out-for-signature on an annualized basis for 1996:

      ===================================================================
                              1996 Leases In-Place*
      ===================================================================
          Size Category      Annualized Rent   Applicable GLA     Rent/SF
      ===================================================================
      <          750 SF         $  358,559          6,993          $51.27
      -------------------------------------------------------------------
        750 -  1,200 SF         $  566,222         17,643          $32.09
      -------------------------------------------------------------------
      1,201 -  2,000 SF         $  740,628         29,898          $24.77
      -------------------------------------------------------------------
      2,001 -  3,500 SF         $  834,506         40,444          $20.63
      -------------------------------------------------------------------
      3,501 -  5,000 SF         $1,151,580         54,102          $21.29
      -------------------------------------------------------------------
      5,001 - 10,000 SF         $2,419,308        109,667          $22.06
      -------------------------------------------------------------------
      >       10,000 SF         $  243,800         10,600          $23.00
      -------------------------------------------------------------------
      Total                     $6,314,603        269,347          $23.44
      ===================================================================
      *     Includes existing leases for calendar year 1996. Partial year
            tenants have been annualized to reflect the full 12 months
      ===================================================================

================================================================================

                                      -71-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                            Income Approach
================================================================================

     As can be seen, lease rates generally have an inverse relationship with
suite size and show an overall average rent of $23.44 per square foot. The chart
of the Facing Page presents an overview of leases by size category, including
all signed leases and leases out-for-signature.

     Category 1 (Tenants < 750 SF) - This category shows six total leases
     ranging from $52.20 to $73.68 per square foot in rent. The overall weighted
     average is $63.83 per square foot. The highest rent in this grouping has
     been agreed to by Sunglass Hut International which is an existing,
     successful tenant in the mall. The lower end of the range in this category
     is formed by Claires Boutique and Sweet Factory. Each of these leases have
     stipulated increases through their 10-year term.

     Category 2 (Tenants 750 - 1,200 SF) - Tenants in this grouping show rents
     from $29.22 to $55.92 per square foot in base rent. The highest rents in
     this grouping have been jewelry tenants which generally have higher
     expected sales. The remaining two leases form a range in rental rates of
     from approximately $29 to $42 per square foot.

     Category 3 (Tenants 1,201 - 2,000 SF) - There were four recent deals within
     this category. The indicated range in rental rates is $26.34 per square
     foot to $37.50 per square foot, with a weighted average of $31.57. Similar
     to the other categories, the lower end of this range is formed by leases
     which are scheduled to escalate through their term. Conversely, the upper
     end of the range is formal by a lease signed by Nine West which is
     scheduled to remain flat through its 10-year term.

     Category 4 (Tenants 2,001 - 3,500 SF) - This category shows a weighted
     average rent of $25.56 per square foot for the six leases presented. These
     leases form a relatively tight range in rental rates of from $24.02 to
     $27.00 per square foot. It should be noted that Underground will take
     occupancy in July, 1996 and Cache will move in September, 1996.

     Category 5 (Tenants 3,501 - 5,000 SF) - Three leases were represented
     within this category which indicate a weighted average rental rate of
     $22.35 per square foot. William Sonoma signed a 13-year lease in 1995 for
     $20 per square foot, while Rack Room Shoes most recently singed a 10-year
     deal for a base rental rate of $25 per square foot.

     Category 6 (Tenants > 5,000 - 10,000 SF) - This category contains six
     leases which were signed in 1995. These leases demonstrate a wide range in
     rental rates of $16.00 to $40.00 per square foot, and indicate a weighted
     average rent of $27.69 per square foot. This range is skewed upward by the
     GAP lease which has a base rental rate of $40 per square foot. The
     remaining leases form a tighter range in rental rates of approximately $16
     to $29 per square foot.

     Category 7 (Tenants > 10,000 SF) - Given the current configuration of space
     within the mall, there is only one space in this category. One of the most
     significant

================================================================================

                                      -72-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                            Income Approach
================================================================================

     new leases in the mall is the recently signed Abercrombie & Fitch deal
     which will occupy 10,600 square feet on the lower level. This tenant is
     anticipated to open in August 1996 at a stated base rental rate of $23.00
     per square foot. The rent is scheduled to remain flat through its 12-year
     term.

     Overall, the average attained rent for all lease commitments and leases
out-for-signature is shown to be $28.57 per square foot. The highest attained
rents are from tenants in Category 1 (Tenants < 750 SF).

Market Comparisons - Occupancy Cost Ratios

     In further support of developing a forecast for market rent levels, we have
undertaken a comparison of minimum rent to projected sales and total occupancy
costs to sales ratios. Generally, our research and experience with other
regional malls shows that the ratio of minimum rent to sales falls within the
7.0 to 10.0 percent range in the initial year of the lease, with 7.5 percent to
8.5 percent being most typical. By adding additional costs to the tenant, such
as real estate tax and common area maintenance recoveries, a total occupancy
cost may be derived. Expense recoveries and other tenant charges can add up to
100 percent of minimum rent and comprise the balance of total tenant costs.

     The typical range for total occupancy cost-to-sales ratios falls between
11.0 and 15.0 percent. As a general rule, where sales exceed $250 to $275 per
square foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy.
Experience and research show that most tenants will resist total occupancy costs
that exceed 15.0 to 18.0 percent of sales. However, ratios of upwards to 20.0
percent are not uncommon. Obviously, this comparison will vary from tenant to
tenant and property to property.

     In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically be
more inclined to pay higher initial base rents. Obviously, the opposite would be
true for poorer performing centers in that tenants would be squeezed by the thin
margins related to below average sales. With fixed expenses accounting for a
significant portion of the tenants contractual obligation, there would be little
room left for base rent.

     In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past year. This
information is provided on the Following Page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

================================================================================

                                      -73-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
OCCUPANCY COST ANALYSIS/COMPARISON 
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
                                 Budget   Year     No.     Total      Shop     Avg.    Rec-      Avg.    Rent-    Total   
No.   Area Location       State   Year    Built  Stories    GLA        GLA     Rent   overies    Sales   Sales    Cost    Location
====================================================================================================================================
<S>                         <C>   <C>    <C>         <C>   <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>  
- --   ULI-Super-Regional     
     Malls                  US    1995      -        -     999,544   342,260  $16.30   $ 8.72   $203.09   8.0%     12.3%      --
- ------------------------------------------------------------------------------------------------------------------------------------
- --   ULI-Regional Malls     US    1995      -        -     582,893   261,553  $12.05   $ 5.82   $176.16   6.8%     10.1%      --
- ------------------------------------------------------------------------------------------------------------------------------------
- --   ISCS-All Enclosed     
     Malls                  US    1995      -        -     582,893   261,553  $12.05   $ 5.82   $176.16   6.8%     10.1%      --
- ------------------------------------------------------------------------------------------------------------------------------------
- --   ISCS-Malls >           
     1,000,000sf            US    1995      -        -   1,206,874   407,060  $20.01   $12.57   $271.64   7.4%     12.0%      --
====================================================================================================================================
 1   Saratoga County MSA    NY    1995   1990/91/93  1     656,501   256,668  $15.79   $15.54   $194.00   8.1%     16.1%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
 2   Syracuse MSA           NY    1995   1954/96     2   1,035,525   410,818  $17.00   $12.90   $208.00   8.2%     14.4%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
 3   Syracuse MSA           NY    1995   1988/94     1     776,571   311,557  $17.00   $12.12   $198.00   8.6%     14.7%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
 4   Rochester MSA          NY    1995   1967/93     2   1,553,574   495,040  $18.00   $13.03   $247.00   7.3%     12.6%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
 5   Jefferson County MSA   NY    1995   1986/93     1     635,765   209,873  $21.96   $15.89   $231.00   9.5%     16.4%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
 6   Buffalo MSA            NY    1996   1985/89     1     753,105   285,771  $19.67   $14.83   $250.00   7.9%     13.8%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
 7   White Plains MSA       NY    1995   1980/93     4     882,689   326,774  $34.00   $25.31   $380.00   8.9%     15.6%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 8   Fairfield County MSA   CT    1995   1986/91     2   1,270,146   499,868  $32.00   $17.20   $425.00   7.5%     11.6%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
 9   Meriden MSA            CT    1994   1971/94     2     711,626   292,877  $27.00   $14.20   $333.00   8.1%     12.4%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
10   Worcester County MSA   MA    1996   1971/87     1     445,875   182,372  $22.36   $14.93   $288.00   7.8%     12.9%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
11   Boston MSA             MA    1995   1980/93     1     322,120   155,080  $18.50   $17.40   $208.00   8.9%     17.3%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
12   Bristol County MSA     MA    1995   1992        2   1,005,595   349,107  $21.50   $22.09   $280.00   7.7%     15.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
13   Bristol County MSA     MA    1995   1987/89     2     967,363   374,630  $31.00   $21.71   $404.00   7.7%     13.0%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
14   Essex County MSA       MA    1995   1993/94     2     853,344   329,065  $36.95   $11.27   $350.00  10.6%     13.8%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
15   Kingston MSA           MA    1994   1989/92     1     771,007   295,562  $18.44   $14.32   $211.00   8.7%     15.5%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
16   Burlington MSA         VT    1995   1979/89/92  1     490,424   185,398  $23.00   $ 9.51   $294.00   7.8%     11.1%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
17   Bucks County MSA       PA    1995   1968/75     1     348,309   305,212  $19.35   $10.00   $239.00   8.1%     12.3%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
18   Monmouth County MSA    NJ    1994   1990/91/94  2   1,153,396   525,741  $31.00   $15.70   $338.00   9.2%     13.8%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
19   Westminster MSA        MD    1995   1987/94     1     524,964   193,557  $16.74   $17.93   $228.00   7.3%     15.2%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
20   Washington-Baltimore   MD    1995   1979/93     2     661,639   245,217  $22.10   $19.86   $285.00   7.8%     14.7%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
21   Baltimore MSA          MD    1995   1956/91     1     863,376   242,376  $19.87   $14.93   $214.00   9.3%     16.3%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
22   Prince William Cty.    
     MSA                    VA    1995   1972/96     1     716,796   278,494  $21.50   $15.11   $236.00   9.1%     15.5%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
23   Arlington MSA          VA    1994   1986        4     491,057   222,800  $28.00   $12.98   $300.00   9.3%     13.7%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
24   Bloomingdale MSA       IL    1995   1981/88/91  2   1,292,186   427,609  $21.84   $10.37   $250.00   8.7%     12.9%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
25   Minneapolis MSA        MN    1995   1962/94     1     982,228   201,561  $21.00   $22.51   $262.00   8.0%     16.6%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
26   Genesee County MSA     MI    1995   1980/93     1     451,036   230,625  $16.00   $ 9.01   $219.00   7.3%     11.4%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
27   Indianapolis MSA       IN    1995   1968/87     1   1,239,059   260,359  $22.43   $ 9.00   $235.00   9.5%     13.4%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
28   Tampa MSA              FL    1995   1995        1     977,047   359,579  $27.00   $12.77   $300.00   9.3%     13.3%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
29   Plantation MSA         FL    1995   1979/93     1   1,004,061   282,952  $28.22   $12.40   $314.00   9.0%     12.9%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
30   Miami MSA              FL    1995   1982        1   1,120,827   290,385  $29.36   $16.55   $355.00   8.3%     12.9%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
31   Coral Springs MSA      FL    1995   1984/96     1   1,171,127   293,183  $25.90   $11.55   $284.00   9.1%     13.2%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
32   North/Central Kansas   KS    1995   1987/90     1     400,307   185,324  $14.97   $10.31   $212.00   7.1%     11.9%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
33   Amarillo MSA           TX    1995   1982/86     1     889,508   316,190  $18.00   $ 7.53   $200.00   9.0%     12.8%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
34   Las Vegas MSA          NV    1995   1992        1     241,580   241,580  $91.50   $22.04 $1,183.00   7.7%      9.6%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
35   Las Vegas MSA          NV    1994   1981/93     2     819,374   286,936  $35.00   $13.21   $405.00   8.6%     11.9%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
36   Knoxville MSA          TN    1995   1972/94     1   1,333,018   382,150  $23.80   $14.00   $333.00   7.1%     11.4%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
37   Nashville MSA          TN    1995   1990        2     716,462   373,662  $15.25   $13.30   $180.00   8.5%     15.9%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
38   Riverside County MSA   CA    1995   1970/91     1   1,044,536   411,640  $22.59   $17.00   $250.00   9.0%     15.8%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
39   Orange County MSA      CA    1994   1975/94     1     810,470   273,970  $21.00   $10.28   $270.00   7.8%     11.6%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
40   Bellingham MSA         WA    1994   1988        1     769,187   337,557  $20.85   $12.54   $283.00   7.4%     11.8%   Surburban
- ------------------------------------------------------------------------------------------------------------------------------------
41   Seattle MSA            WA    1995   1979/95     1   1,012,754   311,019  $27.35   $ 7.86   $325.00   8.4%     10.8%   Surburban
====================================================================================================================================
     Survey Mean:                                          833,950   304,724  $23.89   $13.86   $289.51   8.3%     13.4%
====================================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     From this analysis we see that the ratio of base rent to sales ranges from
7.1 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to
17.3 percent when all recoverable expenses are included. The surveyed mean for
the malls and industry standards analyzed is 8.3 percent and 13.4 percent,
respectively. Some of the higher ratios are found in older malls situated in
urban areas that have higher operating structures due to less efficient layout
and designs, older physical plants, and higher security costs, which in some
malls can add upwards of $2.00 per square foot to common area maintenance.

     These relative measures can be compared with two well known publications,
The Score (1996) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1995) by the Urban Land Institute. The most recent
publications indicate base rent-to-sales ratios of approximately 7.0 to 8.0
percent and total occupancy cost ratios of 10.1 and 12.3 percent, respectively.

     In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

     Previously in the Retail Market Analysis section of this report, we
discussed the subject's sales potential. As discussed, Urban Shopping Centers
has projected average sales of over $264.00 per square foot for the subject
based upon their analysis of the trade area. In light of our total analysis, we
have forecasted average sales of $333 per square foot in 1996. Based upon a
ratio of 8.0 to 8.5 percent, an average rent for the subject between $26.64 and
$28.30 is indicated.

     The following chart presents a comparison of existing lease commitments and
our projected market rental rates for each size category at the property.

================================================================================
                        Rent Comparisons and Conclusions
================================================================================
   Size Category        Leases In-Place  Recent Leases   C&W Conclusion
================================================================================
<          750 SF          $   51.27      $   63.83      $   65.00
- --------------------------------------------------------------------------------
  751 -  1,200 SF          $   32.09      $   45.16      $   45.00
- --------------------------------------------------------------------------------
1,201 -  2,000 SF          $   24.77      $   31.57      $   30.00
- --------------------------------------------------------------------------------
2,001 -  3,500 SF          $   20.63      $   25.20      $   27.50
- --------------------------------------------------------------------------------
3,501 -  5,000 SF          $   21.29      $   22.35      $   25.00
- --------------------------------------------------------------------------------
5,001 - 10,000 SF          $   22.06      $   27.69      $   22.50
- --------------------------------------------------------------------------------
>       10,000 SF          $   23.00      $   23.00      $   20.00
- --------------------------------------------------------------------------------
Average                    $   23.44      $   28.57      $   27.28
================================================================================

     After considering all of the above, we have developed a weighted average
rental rate of approximately $27.00 per square foot based upon a relative
weighting of tenant space by size. The average rent is a weighted average rent
for all in-line mall tenants only. This average market rent has been allocated
to space as shown on the Facing Page.

================================================================================
                                      -75-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

     Occupancy Cost - Test of Reasonableness

     Our weighted average rent can next be tested against total occupany based
upon the standard recoveries for new mall tenants. Our total occupancy cost
analyses can be found on the following chart.

================================================================================
                      Total Occupancy Cost Analysis - 1996
================================================================================
                Tenant Cost                       Estimated Expenses/SF
================================================================================
Economic Base Rent                                 $     27.00
                                                   (Weighted Average)
- --------------------------------------------------------------------------------
Occupancy Costs (A)
       Common Area Maintenance(1)                  $     6.38
- --------------------------------------------------------------------------------
       Real Estate Taxes(2)                        $     2.41
- --------------------------------------------------------------------------------
       HVAC/Utility(3)                             $     5.50
- --------------------------------------------------------------------------------
       Marketing(4)                                $     1.50
- --------------------------------------------------------------------------------
       Total Tenant Costs                          $    42.79
- --------------------------------------------------------------------------------
       Projected Average Sales(1996)               $   333.00
- --------------------------------------------------------------------------------
       Rent to Sales Ratio                               8.11%
- --------------------------------------------------------------------------------
       Cost of Occupancy Ratio                          12.85%
================================================================================

(A)  Costs that are occupancy sensitive will decrease for new tenants on a unit
     rate basis as lease-up occurs.

(1)  CAM expense is based on gross occupied area (GLOA). Generally, the standard
     lease clause provides for CAM to be passed through with a 15.0 percent
     administrative fee less certain exclusions including anchor and restaurant
     contributions. The standard denominator is based on occupied area. A
     complete discussion of the standard recovery formula is presented later in
     this report.

(2)  Tax estimate is based upon gross occupied area (GLOA) which is the recovery
     basis for taxes. the tax contribution made by restaurant tenants are
     deducted prior to pass-through to in-line tenants.

(3)  The HVAC charge for each tenant is determined by their projected utility
     consumption. However, the most recurring HVAC/Utility charge equates to
     $5.50 per square foot.

(4)  This provides for advertising and marketing for the entire center.
================================================================================

================================================================================

     Total costs, on average, are shown to be 12.85 percent of projected average
1996 retail sales which we feel is reasonable. It is noted that CAM and tax
recoveries are tied to occupancy and that these costs will be reduced with
increased occupancy.

Food Court

     The subjects traditional food court area was closed in October 1994.
However, the subject has 19,083 square feet of restaurant space. This space is
occupied by five establishments which are located in mall shop space. As such, a
separate "Food Court" discussion is not required.


================================================================================

                                      -76-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

Concessions

     Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitors. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants that
are having trouble leasing, as well as older centers that are losing tenants to
new malls in their trade area. Management reports that free rent has only been
given to very desirable national tenants as an added incentive to locate at the
mall. A review of the most recent leasing reveals that this effort has been
successful. Many national tenants have recently located their only store in the
State of Mississippi at the subject property. Despite this, management has been
successful in negotiating most of the new leases at the subject to exclude free
rent.

     Accordingly, we do not believe that it will be necessary to offer free rent
to retail tenants at the subject. It is noted that, while we have not ascribed
any free rent to the retail tenants, we have, however, made rather liberal
allowances for tenant workletters which acts as a form of inducement to convince
a tenant to locate at the subject. These allowances are liberal to the extent
that ownership has been relatively successful in leasing space "as is" to
tenants in their other malls. We have made allowances of $10.00 per square foot
to new tenants/future turnover space. We have also ascribed a rate of $2.00 per
square foot to renewal space. This assumption offers further support for the
attainment of the rent levels previously cited.

Absorption

     As of the date of analysis, the subject property had approximately
22,255+/- square feet vacant within eleven in-line spaces. It should be strongly
noted that suite no. 1801 contains 1,627 square fee and is currently being
utilized as a community room. The mall manager indicated that it is unlikely
that this space will ever be leased as mall shop space due to its somewhat weak
location in the mall. We feel this is a reasonable conclusion and, therefore,
have not considered this space as part of the gross leasable area of the mall.

     In forecasting the scheduled absorption of the vacant space, we have
considered conversations with the property's general manager, as well as recent
leasing activity that has taken place over the past two years. We have projected
the lease-up of the property's vacant space over an approximate two year period
commencing in June 1996. The following chart details our lease-up projections.

================================================================================

                                      -77-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================


                     ================================================
                                  Absorption Schedule
                                    Northpark Mall
                     ================================================
                                                         Projected
                      Suite           Size (SF)        Lease-up Date
                     ------------------------------------------------
                        112             2,395             4/98
                     ------------------------------------------------
                        214             3,369             6/96
                     ------------------------------------------------
                        506             2,611             6/98
                     ------------------------------------------------
                        612               600            10/96
                     ------------------------------------------------
                        614             2,320             2/98
                     ------------------------------------------------
                        826             3,289            11/97
                     ------------------------------------------------
                      1,004             1,350             4/97
                     ------------------------------------------------
                      1,010               820            11/96
                     ------------------------------------------------
                      1,214               154             6/97
                     ------------------------------------------------
                      1,328             2,088             8/97
                     ------------------------------------------------
                      1,412             1,745             2/97
                     ------------------------------------------------
                      Total            22,255
                     ================================================

Anchor Tenants

     Anchor tenants at the subject property will be separately owned and not
obligated to pay rent or report sales. Each has agreed to pay contributions for
common area maintenance expenses as will be discussed in a subsequent section.

Rent Growth Rates

     Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income growth shows that projections generally range between 3.0 and
4.0 percent for retail centers. Cushman & Wakefield's Winter 1995 survey of
pension funds, REITs, bank and insurance companies, and institutional advisors
reveals that current income forecasts are utilizing average annual growth rates
between zero and 5.0 percent. The low and high mean is shown to be 2.8 and 3.9
percent, respectively. (see Addenda for survey results). The Peter F. Korpacz
Investor Survey (Fourth Quarter 1995) shows slightly more conservative results
with average annual rent growth of 3.16 percent.

     It is not unusual in the current  environment to see investors  structuring
no growth or even negative  growth in the short term.  The Jackson  metropolitan
area in general has faired well through the last recession. Sales at the subject
have consistently grown at the subject over the past five years. Demographics in
the subject's  trade area are positive,  with good  potential for future growth.
The  tenants'  ability to pay rent is closely  tied to its  increases  in sales.
However, rent growth can be more impacted by competition and management's desire
to attract and keep certain tenants that increase the mall's synergy and appeal.
As such, we have forecasted the following rent growth.

              ===========================================================
                      Market Rent Growth Rate Forecast
              ===========================================================
                        Period Annual        Growth Rate*
              ===========================================================
                     1996 - Thereafter          3.5%
              ===========================================================
                     *Indicated growth rate over the previous year's rent
              ===========================================================

================================================================================
                                      -78-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================


Releasing Assumption

     The typical lease term for new in-line retail leases in centers such as the
subject generally ranges from five to twelve years. Market practice dictates
that it is not uncommon to get rent bumps throughout the lease terms either in
the form of fixed dollar amounts or a percentage increase based upon changes in
some index, usually the Consumer Price Index (CPI). Often the CPl clause will
carry a minimum annual increase and be capped at a higher maximum amount.

     For new leases in the regional malls, ten year terms are most typical.
Essentially, the developer will deliver a "vanilla" suite with mechanical
services roughed in and minimal interior finish. This allows the retailer to
finish the suite in accordance with their individual specifications. Because of
the up-front costs incurred by the tenants, they require a ten year lease term
to adequately amortize these costs. In certain instances, the developer will
offer some contribution to the cost of finishing out a space over and above a
standard allowance. As is evidenced by the recent lease chart, most of the
newest leases have 10 year terms.

     Upon lease expiration, it is our best estimate that there is a 70.0 percent
probability that an existing tenant will renew their lease while the remaining
30.0 percent will vacate their space at this time. An exception to this
assumption exists with respect to existing tenants who, at the expiration of
their lease, have sales that are substantially below the mall average and have
no chance to ever achieve percentage rent. In these instances, it is our
assumption that there is a 100 percent probability that the tenant will vacate
the property. This is consistent with ownership's philosophy of carefully and
selectively weeding out under-performers.

     As stated above, it is not uncommon to get increases in base rent over the
life of a lease. Our global market assumptions for mall shop tenants may be
summarized as shown below.

================================================================================
                               Renewal Assumptions
================================================================================
                   Lease                       Free      Tenant        Lease
   Tenant Type     Term       Rent Steps       Rent    Alterations   Commissions
================================================================================
   Mall Shops     10 yrs   10% in 5th year      No        Yes           Yes
================================================================================

     Upon lease rollover/turnover, space is forecasted to be released at the
higher of the last effective rent (defined as minimum rent plus overage rent if
any) and the ascribed market rent as detailed previously increasing by our
market rent growth rate assumption.

Conclusion - Minimum Rent

     In the initial full year of the investment (FY 1997), it is projected that
the subject property will produce approximately $6,632,518 in minimum rental
income. This estimate of base rental income is equivalent to $21.41 per square
foot of total owned GLA. Alternatively, minimum rental income accounts for 56.7
percent of all potential gross revenues. Further analysis shows that over the
holding period (1997-2007), minimum rent advances at an average compound annual
rate of 4.84 percent. This increase is a synthesis of the mall's continued
lease-up, fixed rental increases, as well as market rents from rollover or
turnover of space.

================================================================================

                                      -79-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Overage Rent

     In addition to minimum base rent, many tenants at the subject property have
contracted to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Many leases have a natural
breakpoint although a number have stipulated breakpoints. The average overage
percentage for small space retail tenants is in a range of 5.0 to 6.0 percent.

     Traditionally, it takes a number of years for a retail center to mature and
gain acceptance before generating any sizeable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting the equity investor against
inflation.

     In the Retail Market Analysis section of this report, we discussed the
forecasted sales levels for the mall tenants. It is difficult to predict with
accuracy what sales will be on an individual tenant level. Ownership has
projected a level of overage rent for the project based upon their analysis.
However, we have not assumed any percentage rent over the bulk of the holding
period. This assumption provides some conservatism to our analysis and leaves
some upside potential to an investor.

Sales Growth Rates - Retail Component

     In the Retail Market Analysis section of this report, we discussed that
comparable retail store sales at the subject property have increased
dramatically between 1991 and 1993, while showing more stabilized growth in the
ensuing two years. There was a significant amount of remerchandising and leasing
in 1995 to national tenants. As such, we anticipate steady sales growth in 1996
and thereafter.

     Retail sales in the Jackson MSA have been increasing at a compound annual
rate of 5.07 percent per annum since 1990, according to Sales and Marketing
Management. According to both the Cushman & Wakefield and Korpacz surveys, major
investors are looking at a range of growth rates of 0 percent initially to a
high of 5 percent in their computational parameters. Most typically, growth
rates of 3 percent to 4 percent are seen in these surveys.

     Nationally, total retail sales have been increasing at a compound annual
rate of 6.2 percent since 1980 and 4.9 percent per annum since 1990. Between
1990 and 1994, GAFO sales have grown at a compound annual rate of 5.83 percent
per year. Through 2000, total retail sales are forecasted to increase by 4.12
percent per year nationally, while GAFO sales are projected to grow by 5.04
percent annually.

     After considering all of the above, combined with our assessment of
competition in the subject market, we have forecasted sales growth based upon
the following schedule.

                      ====================================
                           Sales Growth Rate Forecast
                      ====================================
                          Period       Annual Growth Rate
                      ====================================
                      1996-Thereafter        3.50%
                      ====================================

================================================================================

                                      -80-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Expense Reimbursement/Miscellaneous Income

     By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real estate
taxes, common area maintenance (CAM), and HVAC/Utility recovery which accounts
for the tenants utility consumption. Miscellaneous income is essentially derived
from specialty leasing for temporary tenants, kiosks (Retail Merchandising Units
- - RMU's), and other charges. In the first full year of the investment, it is
projected that the subject property will generate approximately $4,539,442 in
reimbursements for these operating expenses and $202,500 in other miscellaneous
income.

Common Area Maintenance

     Under the standard lease, mall tenants pay their pro-rata share of the
balance of the CAM expense after anchor and restaurant tenant contributions are
deducted and an administrative fee is added. Provided below is a summary of the
standard clause that exists for a new tenant at the mall.

================================================================================
                  Common Area Maintenance Recovery Calculation
================================================================================
CAM Expense     Actual hard cost for year exclusive of interest and depreciation
- --------------------------------------------------------------------------------
    Add                         Administrative Fee
- --------------------------------------------------------------------------------
    Less        Contributions from department stores and restaurants
- --------------------------------------------------------------------------------
   Equals:      Net pro-ratable CAM billable to mall tenants on the basis of
                               gross occupied area (GLOA).
- --------------------------------------------------------------------------------

     As discussed, department stores will be obligated to pay contributions
toward common area maintenance costs. It should be noted that total major
contributions consist of a pro rata share of exterior CAM or a fixed CAM amount,
plus a charge for HVAC usage. The following chart presents a summary of their
payments.

================================================================================

                                      -81-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================


================================================================================
                              Anchor Contributions
================================================================================
 Tenant             Area                  Contribution            Projected 1996
                                                                        Amount
================================================================================
 Dillard's       150,000 SF        Pro rata share of exterior          $146,918
                                   CAM expense;
                                   HVAC-$.25/SF increasing by
                                   CPI after 5th anniversary
- --------------------------------------------------------------------------------
 McRae's         205,000 SF        Pro rata share of exterior          $121,497
                                   CAM expense:
                                   HVAC - $.25/SF increasing
                                   $.05/SF    every      5th
                                   anniversary
- --------------------------------------------------------------------------------
 Gayfers         155,276 SF        Pro rata share of exterior          $193,788
                                   CAM expense;
                                   HVAC - $.45/SF increasing
                                   by CPI after 3rd anniversary
- --------------------------------------------------------------------------------
JC Penney        136,449 SF        Yrs 1 - 5          $0.15/SF          $88,692
                                   Yrs 6 - 10         $0.251SF
                                   Yrs 11 - 20        $0.35/SF
                                   Yrs 21 - 30        $0.45/SF
                                   Thereafter         $0.50/SF
                                   HVAC - yrs 1-5     $0.25/SF
                                   Thereafter         $0.30/SF
================================================================================

Real Estate Taxes

     Mall tenants pay real estate tax recoveries based upon a pro-rata share of
the expense, less restaurant tenant contributions. The pass-through is based
upon pro-rata share of gross occupied area (GLOA).

HVAC/Utilities

     When a mall shop tenant initially signs their lease, an estimate is made
regarding their anticipated utility usage. This includes electricity, water and
HVAC. This amount can vary from tenant to tenant, but most typically amounts to
$5.50 per square foot. This amount is projected to increase at 2 percent per
annum which is consistent with the historically nominal increases in utility
rates.

Temporary Tenant/Miscellaneous Income

     The final revenue categories consist of temporary leasing of in-line space,
revenue from push carts (RMU's), and miscellaneous income. Temporary leasing is
related to temporary tenants that occupy vacant in-line space. Other sources of
miscellaneous revenues include temporary seasonal kiosk rentals, forfeited
security deposits, phone revenues, and interest income. Our forecast for these
additional revenues is net of a provision for vacancy and credit loss. Overall,
it is our assumption that these other revenues will increase by 3.0 percent per
annum over the holding period.

================================================================================

                                      -82-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

Allowance for Vacancy and Credit Loss - Retail Component

     The investor of an income producing property is primarily interested in the
cash revenues that an income-producing property is likely to produce annually
over a specified period of time rather than what it could produce if it were
always 100 percent occupied with all tenants paying rent in full and on time.
It is normally a prudent practice to expect some income loss, either in the form
of actual vacancy or in the form of turnover, non-payment or slow payment by
tenants. We have reflected a 5.0 percent stabilized contingency for both
stabilized and unforeseen vacancy and credit loss. Please note that this vacancy
and credit loss provision is applied to all mall tenants equally. We have phased
in the 5.0 percent factor as the mall leases up.

     In this analysis we have also forecasted that there is a 70.0 percent
probability that an existing tenant will renew their lease. Upon turnover, we
have forecasted that rent loss equivalent to six months would be incurred to
account for the time and/or costs associated with bringing space back on line.
Thus, minimum rent as well as overage rent and certain other income has been
reduced by this forecasted probability.

     We have calculated the effect of the total provision of vacancy and credit
loss on the in-line shops. Through the 10 years of this cash flow analysis, the
total allowance for vacancy and credit loss, including provisions for downtime,
ranges from a low of 5.32 percent of total potential gross revenues to a high of
14.58 percent (1996). On average, the total allowance for vacancy and credit
loss over the 11 year projection period averages 7.44 percent of these revenues.

================================================================================
                            Total Rent Loss Forecast
================================================================================
               Year      Physical Vacancy  Global Vacancy  Total Vacancy*
================================================================================
               1996          11.58%           3.00%           14.58%
- --------------------------------------------------------------------------------
               1997           4.60%           4.00%            8.60%
- --------------------------------------------------------------------------------
               1998           1.60%           5.00%            6.60%
- --------------------------------------------------------------------------------
               1999           0.32%           5.00%            5.32%
- --------------------------------------------------------------------------------
               2000           1.29%           5.00%            6.29%
- --------------------------------------------------------------------------------
               2001           0.61%           5.00%            5.61%
- --------------------------------------------------------------------------------
               2002           0.74%           5.00%            5.74%
- --------------------------------------------------------------------------------
               2003           0.89%           5.00%            5.89%
- --------------------------------------------------------------------------------
               2004           2.26%           5.00%            7.26%
- --------------------------------------------------------------------------------
               2005           2.31%           5.00%            7.31%
- --------------------------------------------------------------------------------
               2006           3.87%           5.00%            8.87%
- --------------------------------------------------------------------------------
               2007           2.22%           5.00%            7.22%
- --------------------------------------------------------------------------------
               Avg.           2.69%           4.75%            7.44%
================================================================================
*    Includes phased global vacancy provision for unseen vacancy and credit loss
     as well as weighted downtime provision of lease turnover.
================================================================================

     As discussed, if an existing mall tenant is a consistent under-performer
with sales substantially below the mall average, then the turnover probability
applied is 100 percent. This assumption, while adding a degree of conservatism
to our analysis, reflects the reality that management will continually strive to
replace under performers. On balance, the aggregate deductions of all gross
revenues reflected in this analysis are based upon overall long-term market
occupancy levels and are considered what a prudent investor would allow for
credit

================================================================================

                                     -83- 

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

loss. The remaining sum is effective gross income which an informed investor may
anticipate the subject property to produce. We believe this is reasonable in
light of overall vacancy in this subject's market area as well as the current
leasing structure at the subject.

Effective Gross Income - Retail Component

     In the initial full year of the investment, FY 1997, effective gross
revenues ("Total Income" line on cash flow) are forecasted to amount to
approximately $11,329,573, equivalent to $36.59 per square foot of total owned
GLA.


================================================================================
               Effective Gross Revenue Summary - Retail Component
                  Initial Year of Investment -Fiscal Year 1997
================================================================================
                                Aggregate Sum       Unit Rate      Income Ratio
================================================================================
Potential Gross Income         $11,704,189           $37.80           100.0%
- --------------------------------------------------------------------------------
Less: Vacancy and Credit Loss    ($374,616)          ($1.21)            3.2%
- --------------------------------------------------------------------------------
Effective Gross Income         $11,329,573           $36.59            96.85
================================================================================

Expenses

     Total expenses incurred in the production of income from the subject
property are divided into two categories: reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes,
common area maintenance, and HVAC/utilities. Non-reimbursable expenses
associated with the subject property include certain general and administrative
expenses, ownership's contribution to the merchants association/ marketing fund,
management charges, and miscellaneous expenses. Other expenses include a reserve
for the replacement of short-lived capital components, alteration costs
associated with bringing space up to occupancy standards, leasing commissions,
and a provision for capital expenditures.

     The various expenses incurred in the operation of the subject property have
been estimated from information provided by a number of sources. We have
reviewed the subject's component operating budget prepared by management. This
information is provided in the Addenda. We have compared this information to
published data which are available, as well as comparable expense information.
Finally, this information has been tempered by our experience with other
regional shopping centers.

Reimbursable Operating Expenses

     We have analyzed each item of expense individually and attempted to project
what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial year of the
investment holding period.

================================================================================

                                      -84-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

Common Area Maintenance - This expense category includes the annual cost of
miscellaneous building maintenance contracts, recoverable labor and benefits,
security, insurance, landscaping, cleaning and janitorial, exterminating,
supplies, trash removal, exterior lighting, common area energy, gas and fuel,
equipment rental, interest and depreciation, and other miscellaneous charges. As
discussed, the standard lease agreement allows management to pass along the CAM
expense to tenants on the basis of occupied area with the addition of a 15.0
percent administrative fee.

Management has budgeted a stabilized common area maintenance expense of
$1,9928,323 in 1996, or $6.23 per square foot of mall GLA (309,675+/- square
feet). This cost is summarized as follows:

================================================================================
                                                        Per Sq. Ft. of
        Budget Year                 CAM Expense         Mall Shop GLA
================================================================================
               1996                   $1,928,323            $6.23
================================================================================

Provided on the Facing Page chart is a comparison of CAM expense rates at other
regional malls. As can be seen, common area maintenance costs range from $3.73
to $13.20 per square foot. The survey mean is $6.76. Other properties in the
south reflect CAM expenses between $4.74 and $6.46 per square foot.

Overall, we believe that CAM expense projections for the subject are reasonable.
For our analysis, we have utilized a CAM expense of $1,930,000 in 1996 and grown
this amount by 3.5 percent per annum in the ensuing years of the cash flow.

As will be further outlined, ownership is finalizing plans for a two-year mall
enhancement program. Earlier within the Income Approach it was determined that
average occupancy costs for a mall shop tenant equates to 12.85 percent of
sales. For a mall which is posting $300+/- per square foot in sales, this level
of occupancy cost is deemed to be quite reasonable. Therefore, after extensive
conversations with the mall manager, we have concluded that $400,000 of the
planned capital improvements would be passed through to the mall shop tenants as
part of CAM. However, we have not included a 15 percent administrative surcharge
as we feel it would be met with resistance by tenants. These monies are equally
passed through as $200,000 in 1997 and $200,000 in 1998.

Real Estate Taxes - The projected taxes to be incurred in 1996 are projected to
be $545,000. As discussed, the standard recovery for this expense is charged on
the basis of gross occupied area of non-anchor mall tenant GLA, less restaurant
tenant contributions. For a complete discussion of the subjects real estate
taxes, please refer to the Real Property Taxes and Assessment section of the
report.

Utilities - The cost for electricity and water are recovered as a per square
foot charge which is separately determined for each tenant. This method of
recovery results in a profit to ownership. Utility expense will fluctuate
somewhat with occupancy. Therefore, we have modeled our cash flow to increase
utility expense

================================================================================

                                      -85-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                          Income Approach
================================================================================

appropriately as occupancy increases. Based on utility costs, we have projected
electricity to equate to $3.57 per square foot of occupied area, and water and
sewer expense to equal $0.14 per square foot of occupied area in 1996. These
amounts are projected to increase 2 percent per annum.

Non-Reimbursable Expenses

     Total non-reimbursable expenses at the subject property are projected from
accepted practices and industry standards. Again, we have analyzed each item of
expenditure in an attempt to project what the typical investor in a property
similar to the subject would consider reasonable, based upon actual operations,
informed opinion, and experience. The following is a detailed summary and
discussion of non-reimbursable expenses incurred in the operation of the subject
property for the initial year. Expenses are forecasted to increase 3.5 percent
per annum through the remainder of the holding period.
                    
     General and Administrative - Expenses related to the administrative
     aspects of the mall include costs particular to operation of the mall,
     including salaries, travel and entertainment, and dues and subscriptions.
     A provision is also made for professional services (legal and accounting
     fees and other professional consulting services). In 1996, we reflect
     general and administrative expenses of $260,000, or $0.84 per square foot
     of mall shop GLA.
                     
     Marketing - These costs relate to ownership's contribution to the
     merchant association which is net of tenant contributions. Ownership is
     obligated to contribute 25 percent of the amount collected from tenants
     for marketing. In 1996, marketing costs are forecasted to amount to 
     $100,000, or $0.32 per square foot.

     Miscellaneous - This catch-all category is provided for various
     miscellaneous and sundry expenses that ownership will typically incur.
     Such items as unrecovered repair costs, preparation of suites for
     temporary tenants, certain non-recurring expenses, expenses associated
     with maintaining vacant space, and bad debts in excess of our credit loss
     provision would be included here. In 1996, these miscellaneous items are
     forecasted to amount to $30,000.
                     
     Management - The annual cost of managing the subject property is
     projected to be 3.0 percent of minimum and percentage rent. In the
     initial year of our analysis, this amount is shown to be $208,572.
     Alternatively, this amount is equivalent to approximately 1.8 percent of
     effective gross income. Our estimate is reflective of a typical
     management agreement with a firm in the business of providing
     professional management services. This amount is considered typical for a
     retail complex of this size. Our investigation into the market for this
     property type indicates an overall range of fees of 3 to 5 percent. Since
     we have reflected a structure where ownership separately charges leasing
     commissions, we have used the lower end of the range as providing for
     compensation for these services.


================================================================================

                                     -86-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
================================================================================

   
     Alterations - The principal component of this expense is ownership's
     estimated cost to prepare a vacant suite for tenant use. At the
     expiration of a lease, we have made a provision for the likely
     expenditure of some monies on ownership's part for tenant improvement
     allowances. In this regard, we have forecasted a cost of $10.00 per
     square foot for turnover space (initial cost growing at expense growth
     rate) weighted by our turnover probability of 30.0 percent. We have
     forecasted a rate of $2.00 per square foot for renewal (rollover)
     tenants, based on a renewal probability of 70.0 percent. The blended
     rate based on our 70/30 turnover probability is therefore $4.40 per
     square foot. These costs are forecasted to increase at our implied
     expense growth rate.
                     
     Leasing Commissions - Leasing services have been included as part of an
     all inclusive management fees. However, within our analysis we have
     provided for each of these services separately. A typical leasing
     structure is $3.50 per square foot for new tenants and $1.50 per square
     foot for renewal tenants. These rates are increased by $0.50 and $0.25
     per square foot, respectively, every five years. This structure implies a
     payout up front at the start of a lease. The cost is weighted by our
     70/30 percent renewal/turnover probability. Thus, upon lease expiration,
     a leasing commission charge of $2.10 per square foot would be incurred.
     
     Replacement Reserves - It is customary and prudent to set aside an amount
     annually for the replacement of short-lived capital items such as the
     roof, parking lot and certain mechanical items. The repairs and
     maintenance expense category has historically included some capital items
     which have been passed through to the tenants. This appears to be a
     fairly common practice among most malls. However, we feel that over a
     holding period some repairs or replacements will be needed that will not
     be passed on to the tenants. For purposes of this report, we have
     estimated an expense of approximately $0.15 per square foot of owned GLA
     during the first year ($46,451), thereafter increasing by our expense
     growth rate. This estimate takes into account the mall enhancement
     program which will be instituted in 1997 and 1998.

     Capital Repairs - Ownership will be undertaking a mall enhancement
     program in 1997 and 1998. This program will address such issue as: the
     upgrade and redesigning of the mall entrances; replacement of the
     existing mall floor cover with ceramic tile; the upgrade and redesigning
     of the center court area to improve traffic flow; as well as other
     interior upgrades or refurbishment's. As outlined in the property
     description, this plan is expected to cost approximately $4,000,000.
     These monies will be expended over a two year period in two equal
     installment during 1997 and 1998. As previously stated, we believe
     $400,000 of these cost will be passed through to the tenants as part of
     CAM. Therefore, we have provided for capital expenditures of $1,800,00 in
     each of 1997 and 1998.


================================================================================

                                     -87-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
================================================================================

Expense Growth Rates

     Expense growth rates are generally forecasted to be more consistent with
inflationary trends than with competitive market forces. The Winter 1995 Cushman
& Wakefield survey of regional malls found the low and high mean from each
respondent to be 3.75 percent. The Fourth Quarter 1995 Korpacz survey reports
that the range in expense growth rates runs from 3.0 percent to 5.0 percent with
an average of 3.98 percent, down 13 basis points from one year ago. Expenses are
forecasted to grow by 3.5 percent per annum over the remainder of the holding
period.

Net Income/Net Cash Flow 

     The total expenses of the subject property, including alterations,
commissions, capital expenditures, and reserves, are annually deducted from
total income, thereby leaving a residual net operating income or net cash flow
to the investors in each year of the holding period before debt service. In the
initial year of investment, the net operating income is forecasted to be equal
to approximately $7.07 million which is equivalent to 62.4 percent of effective
gross income. Deducting other expenses including capital items results in a net
cash flow before debt service of approximately $6.76 million.

==============================================================================
                               Operating Summary
                          Initial Year of Investment
==============================================================================
                          Aggregate Sum      Unit Rate*      Operating Ratio
==============================================================================
Effective Gross Income     $11,329,573         $36.59           100.0%
- ------------------------------------------------------------------------------
Operating Expenses          $4,257,362         $13.75            37.6%
- ------------------------------------------------------------------------------
Net Operating Income        $7,072,211         $22.84            62.4%
- ------------------------------------------------------------------------------
Other Expenses                $311,458          $1.01             2.8%
- ------------------------------------------------------------------------------
Cash Flow                   $6,760,753         $21.83            59.6%
==============================================================================
* Based on total owned GLA of 309,675 square feet.
==============================================================================
                             
Investment Parameters

     After projecting the income and expense components of the subject property,
investment parameters must be set in order to forecast property performance over
the holding period. These parameters include the selection of capitalization
rates (both initial and terminal) and application of the appropriate discount or
yield rate, also referred to as the internal rate of return (IRR).

Selection of Capitalization Rates

     Overall Capitalization Rate 

     The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are also affected by the existing leasing schedule of the
property, the strength or weakness of the local rental market, the property's
position relative to competing properties, and the risk/return characteristics
associated with competitive investments.

==============================================================================

                                     -88-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================

     For retail properties, the trend has been for rising capitalization rates.
We feel that much of this has to do with the quality of the product that has
been selling. Sellers of the better performing dominant Class A malls have been
unwilling to waver on their pricing. Many of the malls which have sold over the
past 18 to 24 months are found in less desirable second or third tier locations
or represent turnaround situations with properties that are posed for expansion
or remerchandising. With fewer buyers for the top performing assets, sales have
been somewhat limited.


==============================================================================
                         Overall Capitalization Rates
                             Regional Mail Sales
==============================================================================
Year           Range               Mean            Basis Point Change
==============================================================================
1988           5.00% - 8.00%       6.16%                    -
- ------------------------------------------------------------------------------
1989           4.58% - 7.26%       6.05%                  -11
- ------------------------------------------------------------------------------
1990           5.06% - 9.11%       6.33%                  +28
- ------------------------------------------------------------------------------
1991           5.60% - 7.82%       6.44%                  +11
- ------------------------------------------------------------------------------
1992           6.00% - 7.97%       7.31%                  +87
- ------------------------------------------------------------------------------
1993           7.00% - 10.10%      7.92%                  +61
- ------------------------------------------------------------------------------
1994           6.98% - 10.29%      8.37%                  +45
- ------------------------------------------------------------------------------
1995           7.47% - 11.10%      9.14%                  +79
==============================================================================

     The data above shows that, with the exception of 1989, the average cap rate
has shown a rising trend each year. Between 1988 and 1989, the average rate
declined by 11 basis points. This was partly a result of dramatically fewer
transactions in 1989 as well as the sale of Woodfield Mall at a reported cap
rate of 4.58 percent. In 1990, the average cap rate jumped 28 basis points to
6.33 percent. Among the 16 transactions we surveyed that year, there was a
marked shift of investment criteria upward, with additional basis point risk
added due to the deteriorating economic climate for commercial real estate.
Furthermore, the problems with department store anchors added to the perceived
investment risk.

     Much of the buying over the past 18 to 24 months has been opportunistic
acquisitions involving properties selling near or below replacement cost. Many
of these properties have languished due to lack of management focus or
expertise, as well as a limited ability to make the necessary capital
commitments for growth. As these opportunities become harder to find, we believe
that investors will again begin to focus on the stable returns of the dominant
Class A product.
                       
     The Cushman & Wakefield's Winter 1995 survey reveals that going-in cap
rates for regional shopping centers range between 7.0 and 9.0 percent with a low
average of 7.47 and high average of 8.25 percent, respectively; a spread of 78
basis points. Generally, the change in average capitalization rates over the
Spring 1995 survey shows that the low average decreased by 3 basis points, while
the upper average increased by 15 points. Terminal, or going-out rates are now
averaging 8.17 and 8.83 percent, representing a decrease of 22 basis points and
23 basis points, from Spring 1995 averages.


==============================================================================

                                     -89-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================

<TABLE>
<CAPTION>
                Cushman & Wakefield Valuation Advisory Services
                 National Investor Survey - Regional Malls(%)
==========================================================================================================================


Investment               Winter 1994                         Spring 1995                            Winter 1995
Parameters         Low               High               Low               High                 Low              High
========================================================================================================================== 
<S>            <C>              <C>                <C>                <C>                <C>                <C>

OAR/Going-In   6.50 - 9.50       7.50 - 9.50        7.00 - 8.50        7.50 - 8.50        7.00 - 8.00        7.50 - 9.00
                   7.6               8.4                7.50               8.1                7.47               8.25
- --------------------------------------------------------------------------------------------------------------------------
OAR/Terminal   7.00 - 9.50       7.50 - 10.50       7.50 - 8.75        8.00 - 9.25        7.00 - 9.00        8.00 - 10.00
                   8.0               8.8                7.95               8.6                8.1                 8.83
- --------------------------------------------------------------------------------------------------------------------------
IRR           10.00 - 11.50     10.00 - 13.00      10.00 - 11.50      11.00 - 12.00      10.00 - 11.50      10.50 - 12-00
                  10.5              11.5               10.70               11.4              10.72               11.33
========================================================================================================================== 
</TABLE>

     The Fourth Quarter 1995 Peter F. Korpacz survey finds that cap rates have
remained relatively stable. They recognize that there is extreme competition
for the few premier malls that are offered for sale which should exert
downward pressure on rates. However, most of the available product is B or C
quality which are not attractive to most institutional investors. The survey
did, however, note a dramatic change for the top tier investment category of
20 to 30 true "trophy" assets in that investors think it is unrealistic to
assume that cap rates could fall below 7.0 percent.

==============================================================================
                         NATIONAL REGIONAL MALL MARKET
                              FOURTH QUARTER 1995
==============================================================================
KEY INDICATORS              CURRENT           LAST
Free & Clear Equity IRR     QUARTER          QUARTER           YEAR AGO
======================== ===============  =============    ==============    
RANGE                    10.00%-14.00%    10.00%-14.00%     10.00%-14.00%
AVERAGE                     11.55%            11.55%            11.60%
- ------------------------------------------------------------------------------
CHANGE (Basis Points)          -                0                 -5
- ------------------------------------------------------------------------------
Free & Clear Going-In Cap Rate
- ------------------------------------------------------------------------------
RANGE                     6.25%-11.00%     6.25%-11.00%      6.25%-11.00%
AVERAGE                      7.86%             7.84%             7.73%
- ------------------------------------------------------------------------------
CHANGE (Basis Points)          -                +2                +13
- ------------------------------------------------------------------------------
Residual Cap Rate
- ------------------------------------------------------------------------------
RANGE                    7.00%-11.00%     7.00%-11.00%       7.00%-11.00%
- ------------------------------------------------------------------------------
AVERAGE                      8.45%             8.45%             8.30%
- ------------------------------------------------------------------------------
CHANGE (Basis Points)          -                0                 +15
==============================================================================
Source:  Peter Korpacz Associates, Inc. - Real Estate Investor Survey Fourth
Quarter - 1995
==============================================================================

     As can be seen from the above, the average IRR has decreased by 5 basis
points to 11.55 percent from one year ago. However, it is noted that this
measure has been relatively stable over the past three months. The quarter's
average initial free and clear equity cap rate rose 13 basis points to 7.86
percent from a year earlier, while the residual cap rate increased 15 basis
points to 8.45 percent.'
                          
     Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and re-
merchandising programs. Little competition from over-building is likely in most
mature markets


==============================================================================

                                     -90-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================

within which these centers are located. Environmental concerns and "no-growth"
mentalities in communities are now serious impediments to new retail
development.

     Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters
1996 in view of the wave of retail chains whose troublesome earnings are
forcing major restructures or even liquidations. (The reader is referred to
the National Retail Overview in the Addenda of this report). Trends toward
more casual dress at work and consumers growing pre-occupation with their
leisure and home lives have created the need for refocused leasing efforts to
bring those tenants to the mall that help differentiate them from the
competition. As such, entertainment, a loosely defined concept, is one of the
most common directions malls have taken. A trend toward bringing in larger
specialty and category tenants to the mall is also in evidence. The risk from
an owners standpoint is finding that mix which works the best.

     Nonetheless, the cumulative effect of these changes has been a rise in
rates as investors find it necessary to adjust their risk premiums in their
underwriting.

     Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

      Cap Rate Range          Category

      7.0% to 7.5%            Top 20 to 25+/- malls in the country.

      7.5% to 8.5%            Dominant Class A investment grade property, high 
                              sales levels, relatively good health ratios,     
                              excellent demographics (top 50 markets), and     
                              considered to present a significant barrier to   
                              entry within its trade area.                     

      8.5% to 10.5%           Somewhat broad characterization of investment    
                              quality properties ranging from primary MSAs to  
                              second tier cities. Properties at the higher end 
                              of the scale are probably somewhat vulnerable to 
                              new competition in their market.                 
      
      10.5% to 12.0%          Remaining product which has limited appeal or
                              significant risk which will attract only a    
                              smaller, select group of investors.           
                              
Conclusion - Initial Capitalization Rate

     Based upon our analysis of the subject property, we have developed a
going-in capitalization rate for the property. The following points summarize
some of our thinking:

     o    Northpark Mall is an existing good quality, investment grade mall
          which is the dominant retail property in the Jackson Mississippi
          region.


==============================================================================

                                     -91-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================

     o    Trade area demographics are stable, with good potential for growth in
          population, households, and income.
                          
     o    Continued remerchandising and a strong anchor mix will continue to
          produce a strong customer draw to the property. The anchor alignment
          is property positioned for the trade area.

     On balance, we believe that a property with characteristics of the
     subject would potentially trade at an overall rate between 8.00 and 8.50
     percent based upon stabilized net operating income.

Terminal Capitalization Rate

     The residual cash flows generated annually by the subject property
comprise only the first part of the return which an investor will receive. The
second component of this investment return is the pre-tax cash proceeds from
the resale of the property at the end of a projected investment holding
period. Typically, investors will structure a provision in their analyses in
the form of a rate differential over a going-in capitalization rate in
projecting a future disposition price. The view is that the improvement is
then older and the future is harder to visualize; hence a slightly higher rate
is warranted for added risks in forecasting. On average, our rate survey shows
a 38 basis point differential.

     Therefore, to the range of stabilized overall capitalization rates, we
have added 50 basis points to arrive at a projected terminal capitalization
rate ranging from 8.50 to 9.00 percent. This provision is made for the risk of
maintaining a certain level of occupancy in the center, its level of revenue
collection, the prospects of future competition, as well as the uncertainty of
maintaining the forecasted growth rates over such a holding period. In our
opinion, this range of terminal rates would be appropriate for the subject.
Thus, this range of rates is applied to the following year's net operating
income before reserves, capital expenditures, leasing commissions and
alterations as it would be the first received by a new purchaser of the
subject property. Applying a rate of say 8.75 percent for disposition, a
current investor would dispose of the subject property at the end of the
investment holding period for an amount of approximately $120.9 million based
on fiscal year 2007 net income of approximately $10.2 million.

     From the projected reversionary value to an investor in the subject
property, we have made a deduction to account for the various transaction
costs associated with the sale of an asset of this type. These costs consist
of 3.0 percent of the total disposition price of the subject property as an
allowance for transfer taxes, professional fees, and other miscellaneous
expenses including an allowance for alteration costs that the seller pays at
final closing. Deducting these transaction costs from the computed reversion
renders pre-tax the net proceeds of sale to be received by an investor in the
subject property at the end of the holding period.

<TABLE>
<CAPTION>                                                                           

================================================================================================
                          Net Proceeds at Reversion
================================================================================================

                                                  Less Costs of Sale and
Net Income FY 2007     Gross Sale Price        Miscellaneous Expenses @ 3.0%        Net Proceeds
===================   ==================      ===============================      =============
<S>                    <C>                     <C>                                  <C>   

$10,584,488           $120,955,577            ($3,628,967)                         $117,336,610
================================================================================================
</TABLE>

==============================================================================

                                     -92-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================

     Selection of Discount Rate 

     The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

     A yield or discount rate differs from an income rate, such as
cash-on-cash (equity dividend rate), in that it takes into consideration all
equity benefits, including the equity reversion at the time of resale and
annual cash flow from the property. The internal rate of return is the
single-yield rate that is used to discount all future equity benefits (cash
flow and reversion) into the initial equity investment. Thus, a current
estimate of the subject's present value may be derived by discounting the
projected income stream and reversion year sale at the property's yield rate.

     Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Winter 1995 survey,
investors in regional malls are currently looking at broad rates of return
between 10.0 and 12.00 percent, down slightly from our last two surveys. The
indicated low and high means are 10.72 and 11.33 percent, respectively. Peter
F. Korpacz reports an average internal rate of return of 11.55 percent for the
Fourth Quarter 1995, down 5 basis points from the year ago level.
                     
     The yield rate on a long term real estate investment can also be compared
with yield rates offered by alternative financial investments since real
estate must compete in the open market for capital. In developing an
appropriate risk rate for the subject, consideration has been given to a
number of different investment opportunities. The following is a list of rates
offered by other types of securities.

==============================================================================
Market Rates and Bond Yields (%)             May, 1996
==============================================================================
 Reserve Bank Discount Rate                    5.00
- ------------------------------------------------------------------------------
Prime Rate (Monthly Average)                   8.25
- ------------------------------------------------------------------------------
  3-Month Treasury Bills                       4.98
- ------------------------------------------------------------------------------
    U.S. 1O-Year Notes                         6.90
- ------------------------------------------------------------------------------
    U.S. 30-Year Bonds                         6.95
- ------------------------------------------------------------------------------
      Telephone Bonds                          8.09
- ------------------------------------------------------------------------------
      Municipal Bonds                          6.21
==============================================================================
Source: New York Times
==============================================================================

     This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless
level of investment might be seen in a three month treasury bill at 4.98
percent. A more risky investment, such as telephone bonds, would currently
yield a much higher rate of 8.09 percent. The prime rate is currently 8.25
percent, while the discount rate is 5.00 percent. Ten year treasury notes are
currently yielding around 6.90 percent, while 30-year bonds are at 6.95
percent.

==============================================================================

                                     -93-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================

     Real estate investment typically requires a higher rate of return (yield)
and is much influenced by the relative health of financial markets. A retail
center investment tends to incorporate a blend of risk and credit based on the
tenant mix, the anchors that are included (or excluded) in the transaction,
and the assumptions of growth incorporated within the cash flow analysis. An
appropriate discount rate selected for a retail center thus attempts to
consider the underlying credit and security of the income stream, and includes
an appropriate premium for liquidity issues relating to the asset.

     There has historically been a consistent relationship between the spread
in rates of return for real estate and the "safe" rate available through
long-term treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

     Investors have suggested that the regional mail market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $300 per square foot
and be attractive investment vehicles in the current market. It is our opinion
that the subject would attract high interest from institutional investors if
offered for sale in the current marketplace. There is not an abundance of
regional mall assets of comparable quality currently available, and many
regional malls have been included within REITs, rather than offered on an
individual property basis. However, we must further temper our analysis due to
the fact that there remains some risk that the inherent assumptions employed
in our model come to full fruition.
                    
     Finally, application of these rate parameters to the subject should
entail some sensitivity to the rate at which leases will be expiring over the
projection period. A complete expiration report is included in the Addenda. We
would also note that much of the risk factored into such an analysis is
reflected in the assumptions employed within the cash flow model, including
rent and sales growth, turnover, reserves, and vacancy provisions.

     We have briefly discussed the investment risks associated with the
subject. On balance, it is our opinion that an investor in the subject
property would require an internal rate of return between 11.25 and 11.75
percent.

Present Value Analysis
                      
     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a
return commensurate with the risk taken, and a recapture of the original
investment. Typical holding periods usually range from 10 to 20 years and are
sufficient for the majority of institutional grade real estate such as the
subject to meet the criteria noted above. In the instance of the subject, we
have analyzed the cash flows anticipated over a ten year period commencing on
June 1, 1996.

     A sale or reversion is deemed to occur at the end of the 10th year based
upon capitalization of the following year's net operating income. This is
based upon the premise that a purchaser in the 10th year is buying the
following year's net income. Therefore, our analysis reflects this situation
by capitalizing the first year of the next holding period.

==============================================================================

                                     -94-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================

     The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash
flow and eventual property reversion has been based on an analysis of
anticipated yield rates of investors dealing in similar investments. The rates
reflect acceptable expectations of yield to be achieved by investors currently
in the marketplace shown in their current investment criteria and as extracted
from comparable property sales.
                  
Cash Flow Assumptions            

     Our cash flows forecasted for the property have been presented. To
reiterate, the formulation of these cash flows incorporate the following
general assumptions in our computer model:

     1.   The pro forma is presented on a fiscal year basis commencing on
          June 1, 1996. The present value analysis is based on a 10 year
          holding period. This period reflects 9+/- years of stabilized
          operations.

     2.   Existing lease terms and conditions remain unmodified until their
          expiration. At expiration, it has been assumed that there is a 70.0
          percent probability that existing retail tenants will renew their
          lease. Executed and high probability pending leases have been
          assumed to be signed in accordance with negotiated terms as of the
          date of valuation.

     3.   1996 base date market rental rates have been established according
          to tenant size with consideration given to location, the specific
          merchandise category, as well as projected sales. Upon renewal, it
          is assumed that new leases are written for an average of 10 years
          with a rent step of 10.0 percent in year 6.
                    
     4.   Market rents have been established for 1996. Subsequently, it is our
          assumption that market rental rates for mall tenants will increase
          3.5 percent perannum.
                     
     5.   Most retail tenants have percentage rent clauses providing for the
          payment of overage rent. In our analysis, we have forecasted that
          sales will grow by 3.5 percent through the holding period. Our
          analysis does not forecast any significant amount of percentage
          rent.

     6.   Expense recoveries are based upon terms specified in the various
          lease contracts. The standard lease contract for real estate taxes
          and common area maintenance billings for interior mall tenants is
          generally based upon a tenants pro rata share of occupied area.
  
     7.   Income lost due to vacancy and non-payment of obligations has been
          based upon our turnover probability assumption as well as a global
          provision for credit loss of 5.0 percent. 

     8.   Specialty leasing and miscellaneous income consists of several
          categories. Specialty leasing is generated by the mall's temporary
          in-line tenant program which fill in during periods of downtime
          between permanent in-line tenants. Miscellaneous income is generated
          by chargebacks for tenant work, forfeited


==============================================================================

                                     -95-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================
                          

          security deposits, telephones, etc. We have grown all miscellaneous
          revenues by 3.0 percent per annum.
                    
     9.   Operating expenses have been developed with management's budget from
          which we have recast certain expense items. Expenses have also been
          compared to industry standards as well as our general experience.
          Operating expenses are forecasted to increase by 3.5 percent per
          year except for management which is based upon a percentage of
          income. Taxes are forecasted to grow at 3.5 percent per year.
          Alteration costs are assumed to escalate at our forecasted expense
          inflation rate.
                     
     10.  A provision for initial capital reserves has been reflected. An
          alteration charge of $10.00 per square foot has been utilized for
          new mall tenants upon future rollover of space. Renewal tenants have
          been given an allowance of $2.00 per square foot. Leasing
          commissions reflect a rate structure of $3.50 per square foot for
          new leases and $1.50 per square foot for renewal leases.

     For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 11.25 to 11.75
percent. Accordingly, we have discounted the projected future pre-tax cash
flows to be received by an equity investor in the subject property to a
present value so as to yield 11.25 to 11.75 percent at 25 basis point
intervals on equity capital over the holding period. This range of rates
reflects the risks associated with the investment. Discounting these cash
flows over the range of yield and terminal rates now being required by
participants in the market for this type of real estate places additional
perspective upon our analysis. The holding period is deemed to run from June
1, 1996 through May 31, 2006. A valuation matrix for the subject appears on
the following table:

==============================================================================
                            Valuation Matrix (000)
============================================================================== 
Terminal Cap Rate                    Discount Rate
- ----------------------------------------------------------------------
                       11.25%            11.60%             11.75% 
======================================================================     
   8.50%               $86,816           $85,382           $83,978          
- ----------------------------------------------------------------------
  8.75%               $85,628           $84,220           $82,843             
- ----------------------------------------------------------------------
   9.00%               $84,505           $83,123           $81,770            
==============================================================================

     Through such a sensitivity analysis, it can be seen that the value of the
subject property varies from approximately $81.8 to $86.8 million. Giving
consideration to all of the characteristics of the subject previously
discussed, we feel that a prudent investor would require a yield which falls
near the middle of the range outlined above for this property. Accordingly, we
believe that based upon all of the assumptions inherent in our cash flow
analysis, an investor would look toward as IRR around 11.50 percent and a
terminal rate around 8.75 percent as being most representative of the
subject's value in the market.
                  
     In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a market value of $84.3 million for
the subject property as of June 1, 1996. The indices of investment generated
through this indicated value conclusion are shown on the following chart:

==============================================================================

                                     -96-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
==============================================================================



==============================================================================
                              Investment Indices
==============================================================================
          Equity Yield(IRR)                          11.49%
- ------------------------------------------------------------------------------
     Overall Capitalization Rate*                     8.39%
- ------------------------------------------------------------------------------
      Price/SF of Owned GLA **                       $272.22
==============================================================================
*Calculated fiscally by PROJECT +Plus ($7,072,21 1)

**Based upon 309,675+/- SF
==============================================================================
                    
     We note that the computed equity yield is not necessarily the true rate
of return on equity capital. This analysis has been performed on a pre-tax
basis. The tax benefits created by real estate investment will serve to
attract investors to a pre-tax yield which is not the full measure of the
return on capital.

Direct Capitalization

     To further support our value conclusion derived via the discounted cash
flow analysis, we have also utilized the direct capitalization method. In
direct capitalization an overall rate is applied to the net operating income
of the subject property. In this case, we will again consider the indicated
overall rates from the comparable sales in the Sales Comparison Approach as
well as those rates established in our Investor Survey. The sales displayed in
our summary charts developed overall rates ranging from 7.47 to 11.10 percent
in 1995. The mean was 7.92 percent for 1993 transactions, 8.37 percent for
1994 sales, and 9.14 percent for 1995.
                     
     In view of all of the above, we would anticipate that the subject would
trade at an overall rate of between 8.00 and 8.50 percent. The selection of
this range in overall capitalization rates takes into account the current
dominance of Northpark Mail in the marketplace, the existing condition of the
property, as well as its potential growth in income in the foreseeable future.
Applying this rate to net operating income before reserves and alterations and
other expenses for the subject of $7,072,211 results in a value range of
$83,200,000 to $88,400,000 for the subject. Thus, we are inclined to conclude
at a stabilized value for the subject property via direct capitalization of
$85,800,000 as of June 1, 1996.


==============================================================================

                                     -97-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                  RECONCILIATION AND FINAL VALUE ESTIMATE
==============================================================================



     Application of the Sales Comparison, and Income Approaches used in the
valuation of the subject property has produced results which fall within a
reasonably acceptable range. Restated, these are:

==============================================================================
             Methodology              Market Value Conclusion
==============================================================================
        Cost Approach                                       N/A
        -------------------------------------------------------
        Sales Comparison Approach     $83,000,000 - $86,000,000
        -------------------------------------------------------
        Income Approach
             Discounted Cash Flow                   $84,300,000
             Direct Capitalization                  $85,800,000
==============================================================================

     Each approach is well supported by data extracted from the market. There
are, however, strengths and weaknesses in each of these approaches which
require reconciliation before a final conclusion of value can be rendered.

Cost Approach

     The Cost Approach is based on the principle of substitution which
maintains that a prudent purchaser will not pay more for a property than the
cost to construct an equally desirable substitute property. It is best applied
to a property where improvements to the site are new or of a special design
and use. The estimation of replacement cost new and developers profit requires
judgment, based upon cost services and interviews. The land value estimate was
based on a subjective exercise that essentially equated the acquisition costs
of the site together with the expended physical costs with value. Some
limitations do exist with this approach when estimating a future value. The
cost approach was not employed in this analysis due to the difficulty in
estimating accrued depreciation, as well as the fact that properties such as
the subject are not traded on a cost/value basis.

Sales Comparison Approach

     The Sales Comparison Approach arrived at a value indicted for the
property by analyzing historical arms-length transaction, reducing the
gathered information to common units of comparison, adjusting the sale data
for differences with the subject and interpreting the results to yield a
meaningful value conclusion. The basis of these conclusions was the
cash-on-cash return based on net income and the adjusted price per square foot
of gross leasable and net rentable area sold. An analysis of the subject on
the basis of its implicit sales multiple was also utilized.

     The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it
is not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative
process. The usefulness of this approach is that it interprets specific
investor parameters established in their analysis and ultimate purchase of a
property. In light of the above, the writers are of the opinion that this
methodology is best suited as support for the conclusions of the Income
Approach. It does provide useful market extracted rates of return such as
overall rates to simulate investor behavior in the Income Approach.

==============================================================================

                                     -98-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                  RECONCILIATION AND FINAL VALUE ESTIMATE
==============================================================================



Income Approach

     Discounted Cash Flow Analysis 

     The subject property is highly suited to analysis by the discounted cash
flow method as it will be bought and sold in investment circles. The focus on
property value in relation to anticipated income is well founded since the basis
for investment is profit in the form of return or yield on invested capital. The
subject property, as an investment vehicle, is sensitive to all changes in the
economic climate and the economic expectations of investors. The discounted cash
flow analysis may easily reflect changes in the economic climate of investor
expectations by adjusting the variables used to qualify the model. In the case
of the subject property, the Income Approach can analyze existing leases, the
probabilities of future rollovers and turnovers and reflect the expectations of
overage rents. Essentially, the Income Approach can model many of the dynamics
of a complex property. The writers have considered the results of the discounted
cash flow analysis because of the applicability of this method in accounting for
the particular characteristics of the property, as well as being the tool used
by many purchasers.

Capitalization

     Direct capitalization has its basis in capitalization theory and uses the
premise that the relationship between income and sales price may be expressed
as a rate or its reciprocal, a multiplier. This process selects rates derived
from the marketplace, in much the same fashion as the Sales Comparison
Approach, and applies this to a projected net operating income to derive a
sale price. The weakness here is the idea of using one year of cash flow as
the basis for calculating a sale price. This is simplistic in its view of
expectations and may sometimes be misleading. If the year chosen for the
analysis of the sale price contains an income stream that is over or
understated, this error is compounded by the capitalization process. However,
Direct Capitalization is utilized by investors and, as such has been
considered in our selection of the market value for the subject.

Conclusions

     We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales
Comparison Approach, it has been used as supporting evidence and as a final
check on the value conclusion indicated by the Income Approach methodology.
The value exhibited by the Income Approach is consistent with the leasing
profile of the property. Overall, it indicates complimentary results with the
Sales Comparison Approach, the conclusions being supportive of each method
employed, and neither range being extremely high or low in terms of the other.

     As a result of our analysis, we have formed an opinion that the market
value of the fee simple estate in the referenced property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of June
1, 1996, was:

                         EIGHTY FIVE MILLION DOLLARS

                                 $85,000,000



==============================================================================

                                     -99-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                  ASSUMPTIONS AND LIMITING CONDITIONS
==============================================================================


"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting
Conditions are annexed.

"Property" means the subject of the Appraisal.

"C&W' means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   This is a Summary Appraisal Report which is intended to comply with the
     reporting requirements set forth under Standards Rule 2-2)b) of the
     Uniform Standards of Professional Appraisal Practice for a Summary
     Appraisal Report. As such, it presents only summary discussions of the
     data, reasoning, and analyses that were used in the appraisal process to
     develop the appraisers opinion of value. Supporting documentation
     concerning the data, reasoning, and analyses is retained in the
     appraiser's file. The depth of discussion contained in this report is
     specific to the needs of the client and for the intended use stated
     below. The appraiser is not responsible for unauthorized use of this
     report. We are providing this report as an update to our last analysis
     which was prepared as of January 1, 1995. As such, we have primarily
     reported only changes to the property and its environs over the past
     year.

2.   No opinion is intended to be expressed and no responsibility is assumed
     for the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

3.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the
     owner of the Property. Neither the Appraiser nor C&W shall be responsible
     for the accuracy or completeness of such information, including the
     correctness of estimates, opinions, dimensions, sketches, exhibits and
     factual matters.

4.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

5.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prhibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person
     other than the party to whom it is addressed or for purposes other than
     that for which it was prepared. No part of the Appraisal shall be
     conveyed to the public through advertising, or used in any sales or
     promotional material without C&W's prior written consent. Reference to
     the Appraisal Institute or to the MAI designation is prohibited.



==============================================================================

                                     -100-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                      ASSUMPTIONS AND LIMITING CONDITIONS
    =========================================================================


6.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

7.   The Appraisal assumes (a) responsible ownership and competent management
     of the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for
     arranging for engineering studies that may be required to discover them);
     (c) full compliance with all applicable federal, state and local zoning
     and environmental regulations and laws, unless noncompliance is stated,
     defined and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or
     can be obtained and renewed for any use on which the value estimate
     contained in the Appraisal is based.

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness
     of lease information provided by others. C&W recommends that legal advice
     be obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market
     thinking on future income and expenses. The Appraiser and C&W make no
     warranty or representation that these forecasts will materialize. The
     real estate market is constantly fluctuating and changing. It is not the
     Appraiser's task to predict or in any way warrant the conditions of a
     future real estate market; the Appraiser can only reflect what the
     investment community, as of the date of the Appraisal, envisages for the
     future in terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11.  Unless otherwise stated in the Appraisal, compliance with the
     requirements of the Americans With Disabilities Act of 1990 (ADA) has not
     been considered in arriving at the opinion of value. Failure to comply
     with the requirements of the ADA may adversely affect the value of the
     property. C&W recommends that an expert in this field be employed.

==============================================================================

                                     -101-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                               CERTIFICATION OF APPRAISAL
==============================================================================


     We certify that, to the best of our knowledge and belief:

1    Robert S. Nardella inspected the property. Richard W. Latella has
     reviewed and approved the report, but did not inspect the property.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the
     amount of the value estimate, the attainment of a stipulated result, or
     the occurrence of a subsequent event. The appraisal assignment was not
     based on a requested minimum valuation, a specific valuation or the
     approval of a loan.

6.   No one provided significant professional assistance to the persons
     signing this report.

7.   Our analyses, opinions, and conclusions were developed, and this report
     has been prepared, in conformity with the Uniform Standards of
     Professional Appraisal Practice of the Appraisal Foundation and the Code
     of Professional Ethics and the Standards of Professional Appraisal
     Practice of the Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Richard W. Latella has completed the
     requirements of the continuing education program of the Appraisal
     Institute.


                              
/S/ Robert S. Nardella                            /S/ Richard W. Latella
- ----------------------                            ----------------------
Robert S. Nardella                                Richard W. Latella, MAI
Director                                          Senior Director 
Valuation Advisory Services                       Retail Valuation Group 
State of Mississippi                              Reviewed and Approved 
Temporary Privilege/Certification No. TG-297      without physical inspection

==============================================================================

                                     -102-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                  ADDENDA
==============================================================================


                        NATIONAL RETAIL MARKET ANALYSIS

             STATE OF MISSISSIPPI TEMPORARY PRIVILEGE CERTIFICATE

               1994 & 1995 OPERATING STATEMENTS AND 1996 BUDGET

                                   RENT ROLL

                        PRO-JECT+ LEASE ABSTRACT REPORT

                         PRO-JECT+ ASSUMPTIONS REPORT

                       PRO-JECT+ TENANT REGISTER REPORT

                       PRO-JECT+ LEASE EXPIRATION REPORT

                            ENDS FULL DATA REPORTS

                            MALL SALES (1991-1994)

                      CUSHMAN & WAKEFIELD INVESTOR SURVEY

                          APPRAISERS' QUALIFICATIONS






==============================================================================

                                     -103-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




                           =========================
                           CUSHMAN & WAKEFIELD, INC.
                           NATIONAL RETAIL OVERVIEW
                           =========================







                            Retail Valuation Group
                            Richard W. Latella, MAI
                                Senior Director


<PAGE>


                                          NATIONAL RETAIL MARKET OVERVIEW
==============================================================================



Introduction

     Shopping centers constitute the major form of retail activity in the
United States today. Approximately 55 percent of all non-automotive retail
sales occur in shopping centers. It is estimated that consumer spending
accounts for about two-thirds of all economic activity in the United States.
As such, retail sales patterns have become an important indicator of the
country's economic health.

     During the period 1980 through 1995, total retail sales in the United
States increased at a compound annual rate of 6.16 percent. Data for the
period 1990 through 1995 shows that sales growth has slowed to an annual
average of 4.93 percent. This information is summarized on the following
chart. The Commerce Department reports that total retail sales fell three-
tenths of a percent in January 1996.


==============================================================================
                           Total U.S. Retail Sales1
==============================================================================
        Year                     Amount (Billions)           Annual Change
===========================      ==================         ==================
        1980                          $ 957,400                   N/A
- ------------------------------------------------------------------------------
        1985                         $1,375,027                   N/A
- ------------------------------------------------------------------------------
        1990                         $1,844,611                   N/A
- ------------------------------------------------------------------------------
        1991                         $1,855,937                  .61%
- ------------------------------------------------------------------------------
        1992                         $1,951,589                 5.15%
- ------------------------------------------------------------------------------
        1993                         $2,074,499                 6.30%
- ------------------------------------------------------------------------------
        1994                         $2,236,966                 7.83%
- ------------------------------------------------------------------------------
        1995                         $2,346,577                 4.90%
- ------------------------------------------------------------------------------
Compound Annual Growth Rate
      1980-1995                                                +6.16%
- ------------------------------------------------------------------------------
  CAGR: 1990 - 1995                                            +4.93%
==============================================================================
1985 - 1995 data reflects recent revisions by the U.S. Department of Commerce:
       Combined Annual and Revised Monthly Retail Trade.
==============================================================================
Source: Monthly Retail Trade Reports Business Division, Current Business
Reports, Bureau of the Census, U.S. Department of Commerce.
==============================================================================


     The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recover ,y, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped
recent consumer spending patterns.

     Personal Income and Consumer Spending Americans' personal income advanced
by six-tenths of a percent in December, which helped raise income for all of
1995 by 6.1 percent, the highest gain since 6.7 percent in 1990. This growth
far outpaced the 2.5 percent in 1994 and 4.7 percent in 1993. Reports for
February 1996 however, reported that income grew at an annual rate of
eight-tenths of a percent, the biggest gain in thirteen months, and
substantially above January's anemic growth rate of one-tenth of a percent.


==============================================================================

                                     -1-


<PAGE>


                                          National Retail Market Overview
==============================================================================

                   

     Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 4.8 percent
in 1995, slightly off of the 5.5 percent rise in 1994 and 5.8 percent in 1993.
These increases followed a significant lowering on unemployment and bolstered
consumer confidence. The Commerce Department reported that spending rose at a
1.1 percent annual pace, the largest gain in two years, in February 1996, led
by a sharp increase in automobile sales.

Unemployment Trends

     The Clinton Administration touts that its economic policy has
dramatically increased the number of citizens who have jobs. Correspondingly,
the nation's unemployment rate continues to decrease from its recent peak in
1992. Selected statistics released by the Bureau of Labor Statistics are
summarized as follows:


==============================================================================
                        Selected Employment Statistics
============================================================================
      Civilian Labor Force                  Employed
=============================================================
         Total Workers        Total Workers               Unemployment
  Year1    (000)        % Change         (000)      % Change       Rate
======= =============== ===========  ============= ==========  ===============
  1990       124,787           .7         117,914          .5             5.5
- ------------------------------------------------------------------------------
  1991       125,303           .4         116,877         -.9             6.7
- ------------------------------------------------------------------------------
  1992       126,982          1.3         117,598          .6             7.4
- ------------------------------------------------------------------------------
  1993       128,040           .8         119,306         1.5            16.8
- ------------------------------------------------------------------------------
  1994       131,056          2.4         123,060         3.1             6.1
- ------------------------------------------------------------------------------
  1995       132,337          .98         124,926         1.5             5.6
======================== ==========  ============= ==========  ===============
  CAGR                       1.18                        1.16
1990 -1995 
==============================================================================
(1) Year ending December 31
==============================================================================
Source:                    Bureau of Labor Statistics U.S. Department of Labor
==============================================================================


     During 1995, the labor force increased by 1,281,000 or approximately 1.0
percent. Correspondingly, the level of employment increased by 1,866,000 or
1.5 percent. As such, the year end unemployment rate dropped by five-tenths of
a percent to 5.6 percent. For 1995, monthly job growth averaged 144,000. On
balance, over 8.0 million jobs have been created since the recovery began.
Evidence of continued strengthening continues into 1996 with first quarter job
growth averaging 206,000. At the end of March 1996 the nation's unemployment
rate stood at 5.6 percent.

Housing Trends

     Housing starts were down in 1995 by 7 percent from 1994 with 1.35 million
units started. This compared with 1.46 million units in 1994 and 1.29 million
in 1993. Single-family starts totaled 1.07 million units in 1995, down 10
percent from 1994. Multi-family starts, however, reversed this trend with
their second consecutive yearly increase to 277,000 units.


==============================================================================

                                     -2-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     For 1995, sales of new homes slipped nine-tenths of a percent to 664,000
from 670,000 in 1994. This was the lowest level since 610,000 new homes were
sold in 1992. In a surprise to most analysts, new home sales rose by 4.2
percent in January 1996 to a seasonally adjusted annual rate of 693,000. The
381,000 homes for sale represented a supply of six to seven months, the
highest since 1980. The median new home price of new homes sold in the first
nine months of 1995 was $132,000. The median was $130,000 for all of 1994. The
Commerce Department reported that construction spending rose 2.9 percent in
October to an annual rate of $207.7 billion, compared to $217.9 billion in all
of 1994.

     The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1995, the share of households that own their homes was
64.8 percent, compared to 64.0 percent for a year earlier. Lower mortgage
rates are cited as a factor.

     Gross Domestic Product 

     The report on the gross domestic product (GDP) showed that output for goods
and services expanded at an annual rate of just .9 percent in the fourth quarter
of 1995. Overall, the economy gained 2.0 percent in 1995, the weakest showing in
four years since the 1991 recession. The .5 percent rise in the fourth quarter
was much slower than the 1.7 percent expected by most analysts. The Fed sees the
U.S. economy expanding at a 2.0 to 2.25 percent pace during 1996 which is
in-line with White House forecasts.

     The following chart cites the annual change in real GDP since 1990.

==============================================================================
                                   Real GDP
==============================================================================
                 Year                               % Change
    =============================     =================================     
                 1990                                  1.2
    -------------------------------------------------------------------
                 1991                                  -.6
    -------------------------------------------------------------------
                 1992                                  2.3
    -------------------------------------------------------------------
                 1993                                  3.1
    -------------------------------------------------------------------
                 1994                                  4.1
    -------------------------------------------------------------------
                 1995*                                 2.0
==============================================================================
*               Reflects new chain weighted system of
                measurement.  Comparable 1994 measure
                would be 3.5 %
==============================================================================
Source:         Bureau of Economic Analysis
==============================================================================


Consumer Prices

     The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the
overall rate was 1.1 percent in 1986. All sectors were down substantially in
1995 including the volatile health care segment which recorded inflation of
only 3.9 percent, the lowest rate in 23 years.


==============================================================================

                                     -3-


<PAGE>


                                          National Retail Market Overview
==============================================================================


     The following chart tracks the annual change in the CPI since 1990.


==============================================================================
                             Consumer Price Index(1)
==============================================================================
                 Year                  CPI               % Change
        ===================   ===================   ==================         
                 1990                 133.8                 6.1
        --------------------------------------------------------------
                 1991                 137.9                 3.0
        --------------------------------------------------------------
                 1992                 141.9                 2.9
        --------------------------------------------------------------
                 1993                 145.8                 2.7
        --------------------------------------------------------------
                 1994                 149.7                 2.7
        --------------------------------------------------------------
                 1995                 153.5                 2.5
==============================================================================
(1) All Urban Workers
==============================================================================
Source:  Dept. of Labor, Bureau of Labor Statistics
==============================================================================
                 

Other Indicators 

     The government's main economic forecasting gauge, the Index of Leading
Economic Indicators is intended to project economic growth over the next six
months. The Conference Board, an independent business group, reported that the
index soared 1.3 percent in February 1996, the biggest jump in 20 years. It
has become apparent that the Federal Reserve's conservative monetary policy
has had an effect on the economy and some economists are calling for a further
reduction in short term interest rates. In recent months, evidence has been
mounting that the economy is in the midst of a pick-up.

     The Conference Board also reported that consumer confidence rebounded in
February 1996, following reports suggesting lower inflation. The board's index
of consumer confidence rose 9 points to 97 over January when consumers worried
about the government shutdown, the stalemate over the Federal budget and the
recent flurry of layoff announcements by big corporations.

     In another sign of increasingly pinched household budgets, consumers
sharply curtailed new installment debt in September 1995, when installment
credit rose $5.4 billion, barely half as much as August. Credit card balances
increased by $2.8 billion, the slimmest rise of the year. For the twelve
months through September 1995, outstanding credit debt rose 13.9 percent, down
from a peak of 15.3 percent in May. Still, installment debt edged to a record
18.8 percent of disposable income, indicating that consumers may be reaching a
point of discomfort with new debt.

     The employment cost index is a measure of overall compensation including
wages, salaries and benefits. In 1995 the index rose by only 2.9 percent, the
smallest increase since 1980. This was barely ahead of inflation and is a sign
of tighter consumer spending over the coming year. However, the productivity
of American workers grew 1.1 percent in 1995, the largest gain since a 3.2
percent advance in 1992. Productivity is a key element in measuring the
standard of living since increased efficiency allows businesses to increase
workers compensation without having to raise prices.

==============================================================================

                                     -4-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     Economic Outlook 

     The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward the
Fed's 2.5 percent target, accompanied by stable if not falling inflation. They
project that inflation will remain in the 2.5 to 3.0 percent range into the
foreseeable future. This will have a direct influence on consumption (consumer
expenditures) and overall inflation rates (CPI).

     Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate between 2.0 and 2.5 percent over the next year and at 2.3 percent through
2003 as the output gap is reduced between real GDP and potential GDP. After
2003, annual real GDP growth will moderate, tapering to 2.2 percent per annum.

     Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid- 1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual
increase of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the
1970s and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow to 2.0 percent per year by 2006 as a
result of slower population growth and aging. It is also projected that the
share of personal consumption expenditures relative to GDP will decline over
the next decade. Consumer spending as a share of GDP peaked in 1986 at 67.4
percent after averaging about 63.0 percent over much of the post-war period.
WEFA estimates that consumption's share of aggregate output will decline to
64.5 percent by 2003 and 62.7 percent by 2018.

Retail Sales

     In their publication, NRB/Shopping Centers Today 1994 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
continued to improve for the third consecutive year in 1994. Total shopping
center sales increased 5.5 percent to $851.3 billion in 1994, up from $806.6
billion in 1993. The comparable 1993 increase was 5.0 percent. Retail sales in
shopping centers (excluding automotive and gasoline service station sales) now
account for about 55.0 percent of total retail sales in the United States.

     Total retail sales per square foot have shown positive increases over the
past three years, rising by 8.7 percent from approximately $161 per square
foot in 1990, to $175 per square foot in 1994. It is noted that the increase
in productivity has exceeded the increase in inventory which bodes well for
the industry in general. This data is summarized on the following table.

==============================================================================

                                     -5-


<PAGE>


                                          National Retail Market Overview
==============================================================================


<TABLE>
<CAPTION>

====================================================================================================================
                      Selected Shopping Center Statistics
                                   1990-1994
====================================================================================================================
                                                                                                    %      Compound
                                                                                                  Change    Annual
                                            1990        1991       1992       1993      1994     1990-93    Growth
====================================    ===========  =========  ========== ========== ========= =========  =========
<S>                                        <C>        <C>        <C>        <C>       <C>        <C>       <C>
Retail Sales in Shopping Centers*          $706.40    $716.90    $768.20    $806.60   $851.30     20.5%    4.8%
- --------------------------------------------------------------------------------------------------------------------
Total Leasable Area**                          4.4        4.6        4.7        4.8       4.9     11.4%    2.7%
- --------------------------------------------------------------------------------------------------------------------
Unit Rate                                  $160.89    $157.09    $164.20    $169.08   $175.13      8.7%    2.1%
====================================================================================================================
*     Billions of Dollars
**    Billions of Square Feet
====================================================================================================================
Source:  National Research Bureau
====================================================================================================================
</TABLE>


     To put retail sales patterns into perspective, the following discussion
highlights key trends over the past few years.

          As a whole, 1993 was a good year for most of the nation's major
          retailers. Sales for the month of December were up for most,
          however, the increase ranged dramatically from 1.1 percent at Kmart
          to 13.3 percent at Sears for stores open at least a year. It is
          noted that the Sears turnaround after years of slippage was
          unpredicted by most forecasters.

          With the reporting of December 1994 results, most retailers posted
          same store gains between 2.0 and 6.0 percent. The Goldman Sachs
          Retail Composite Comparable Store Sales Index, a weighted average of
          monthly same store sales of 52 national retail companies rose 4.5
          percent in December. The weakest sales were seen in women's apparel,
          with the strongest sales reported for items such as jewelry and hard
          goods. Most department store companies reported moderate increases
          in same store sales, though largely as a result of aggressive
          markdowns. Thus, profits were negatively impacted for many
          companies.

          For 1995, specialty apparel sales were lackluster at best, with only
          .4 percent comparable sales growth. This is of concern to investors
          since approximately 30.0 percent of a mall's small shop space is
          typically devoted to apparel tenants. Traditional department stores
          experienced 3.4 percent same store growth in 1995, led by Dillard's
          5.0 percent increase. Mass merchants' year-to-year sales increased
          by 6.7 percent in 1994, driven by Sears' 7.9 percent increase. Mass
          merchants account for 35.0 to 55.0 percent of the anchors of
          regional malls and their resurgence bodes well for increased traffic
          at these centers.



==============================================================================

                                     -6-


<PAGE>


                                          National Retail Market Overview
==============================================================================


     o    Sales at the nation's largest retailer chains saw reasonably good
          increases in March 1996, following the worst December sales figures
          since the 1990-91 recession in 1995. Same store sales were generally
          up due to the effects of Easter in almost all sectors, although some
          specialty apparel retailers continue to experience problems. Some
          chains were able to report increases in sales but this generally came
          about through substantial discounting. As such, profits are going to
          suffer and with many retailers being squeezed for cash, 1996 is
          expected to be a period of continued consolidations and bankruptcy. In
          March, discounters and off-price merchants like Target, Ross and TJX
          Company did particularly well. The Goldman Sachs composite index of
          same store sales grew by 4.2 percent in March 1996, compared to a .3
          percent drop for March 1995.

     Provided on the following chart is a summary of overall and same store
sales growth for selected national merchants for the most recent period.

==============================================================================
                 Same Store Sales for the Month of March 1996
==============================================================================
                                         % Change From Previous Year
                                    -----------------------------------------
            Name                              Overall        Same Store Basis
==============================            ==============    ================= 
          Wal-Mart                            +16.0%              +6.4%
- -----------------------------------------------------------------------------
            Kmart                             - 1.0%                  - 
- -----------------------------------------------------------------------------
  Sears, Roebuck & Company                    +10.0%              +6.8%
- -----------------------------------------------------------------------------
         J.C. Penney                          + 1.0%              -1.0%
- -----------------------------------------------------------------------------
  Dayton Hudson Corporation                   +16.0%              +8.7%
- -----------------------------------------------------------------------------
    May Department Stores                     +17.0%              +9.0%
- -----------------------------------------------------------------------------
 Federated Department Stores                  +12.0%              +6.1%
- -----------------------------------------------------------------------------
      The Limited Inc.                        +16.0%              +8.0%
- -----------------------------------------------------------------------------
          Gap Inc.                            +32.0%             +13.0%
- -----------------------------------------------------------------------------
         Ann Taylor                           + 9.0%             - 7.0%
==============================================================================
Source:                       New York Times
==============================================================================


     The outlook for retail sales growth is one of cautious optimism. Some
analysts point to the fact that consumer confidence has resulted in increases
in personal debt which may be troublesome in the long run. Consumer loans by
banks rose 13.9 percent in the twelve months that ended on September 30, 1995.
But data gathered by the Federal Reserve on monthly payments suggest that debt
payments are not taking as big a bite out of income as in the late 1980s,
largely because of the record refinancings at lower interest rates in recent
years and the efforts by many Americans to repay debts.

GAFO and Shopping Center Inclined Sales 

     In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. These types of goods comprise the overwhelming bulk of goods and
products carried in shopping centers and department stores and consist of the
following categories:


==============================================================================

                                     -7-


<PAGE>


                                          National Retail Market Overview
==============================================================================



     o    General merchandise stores including department and other stores;
          
     o    Apparel and accessory stores;

     o    Furniture and home furnishing stores; and

     o    Other miscellaneous shoppers goods stores.

     Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores.

     Total retail sales grew by 7.8 percent in the United States in 1994 to
$2.237 trillion, an increase of $162 billion over 1993. This followed an
increase of $125 billion over 1992. Automobile dealers captured $69* billion
of total retail sales growth last year, while Shopping Center Inclined Sales
accounted for nearly 40.0 percent of the increase ($64 billion). GAFO sales
increased by $38.6 billion. This group was led by department stores which
posted an $18.0 billion increase in sales. The following chart summarizes the
performance for this most recent comparison period.


==============================================================================
                       Retail Sales by Major Store Type
                               1993-1994 ($MIL.)
==============================================================================
                                                                 1993-1994
Store Type                       1994                1993        % Change
=======================     =============       =============  ===============
GAFO:
General Merchandise         $   282,541          $  264,617         6.8%
Apparel & Accessories           109,603             107,184         2.3%
Furniture & Furnishings         119,626             105,728        13.1%
Other GAFO                       80,533              76,118         5.8%
- -----------------------------------------------------------------------------
GAFO Subtotal               $   592,303          $  553,647         7.0%
- -----------------------------------------------------------------------------
Convenience Stores:
Grocery                     $   376,330          $  365,725         2.9%
Other Food                       21,470              19,661         9.2%
- -----------------------------------------------------------------------------
Subtotal                    $   397,800          $  385,386         3.2%
Drug                             81,538              79,645         2.4%
- -----------------------------------------------------------------------------
Convenience Subtotal        $   479,338          $  465,031         3.1%
- -----------------------------------------------------------------------------
Other:
Home Improvement & 
 Building Supplies Stores   $   122,533          $  109,604              11.8%
Shopping Center-Inclined    $ 1,194,174          $1,128,282               5.8%
Subtotal                        526,319             456,890              15.2%
Automobile Dealers              142,193             138,299               2.8%
Gas Stations                    228,351             213,663               6.9%
Eating and Drinking Places      145,929*           137,365*               6.2%
All Other                             
- -----------------------------------------------------------------------------
Total Retail Sales          $ 2,236,966          $2,074,499               7.8%
==============================================================================
* Estimated sales
==============================================================================
Source: U.S. Department of
        Commerce and Dougal M. Casey: Retail Sales Center Development Through 
        The Year 2000 (ICSC White Paper)
==============================================================================




==============================================================================

                                     -8-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     GAFO sales grew by 7.0 percent in 1994 to $592.3 billion, led by
furniture and furnishings which grew by 13.1 percent. From the above it can be
calculated that GAFO sales accounted for 26.5 percent of total retail sales
and nearly 50.0 percent of all shopping center-inclined sales.

     The International Council of Shopping Centers (ICSC) publishes a Monthly
Mall Merchandise Index which tracks sales by store type for more than 400
regional shopping centers. The index shows that sales per square foot rose by
1.8 percent to $256 per square foot in 1994. The following chart identified
the most recent year-end results.


==============================================================================

                                     -9-


<PAGE>


                                          National Retail Market Overview
==============================================================================



==============================================================================
                          Index Sales per Square Foot
                           1993-1994 Percent Change
==============================================================================
Store Type                                1994            1993     ICSC Index
==============================================================================
GAFO:
Apparel & Accessories:
Women's Ready-To-Wear                     $189            $196          -3.8%
Women's Accessories and Specialties        295             283          +4.2%
Men's and Boy's Apparel                    231             239         - 3.3%
Children's Apparel                         348             310         +12.2%
Family Apparel                             294             292         + 0.4%
Women's Shoes                              284             275         + 3.3%
Men's Shoes                                330             318         + 3.8%
Family Shoes                               257             252         + 1.9%
Shoes (Misc.)                              340             348         - 2.2%
SUBTOTAL                                  $238            $238         - 0.2%
- ------------------------------------------------------------------------------
Furniture & Furnishings:
Furniture & Furnishings                   $267            $255         + 4.5%
Home Entertainment & Electronics           330             337          -2.0%
Miscellaneous                              291             282         + 3.3%
SUBTOTAL                                  $309            $310         - 0.3%
- ------------------------------------------------------------------------------
Other GAFO:                            
Jewelry                                   $581            $541           +74%
Other                                      258             246         + 4'9%
SUBTOTAL                                  $317            $301         + 5.3%
TOTAL GAFO                                $265            $261         + 1.6%
- ------------------------------------------------------------------------------
NON-GAFO                                 
FOOD:                                
Fast Food                                 $365            $358         + 2.0%
Restaurants                                250             245         + 2.2%
Other                                      300             301         - 0.4%
SUBTOTAL                                  $304            $298         + 1.9%
- ------------------------------------------------------------------------------
OTHER NON-GAFO:
Supermarkets                              $236            $291         -18.9%
Drug/HBA                                   254             230         +10.3%
Personal Services                          264             253         + 4.1%
Automotive                                 149             133         +12.2%
Home Improvement                           133             127         + 4.8%
Mail Entertainment                          79              77         + 3.2%
Other Non-GAFO Miscellaneous               296             280          +5.7%
SUBTOTAL                                  $192            $188         + 2.4%
TOTAL NON-GAFO                            $233            $228          +2.5%
TOTAL                                     $256            $252         + 1.8%
==============================================================================
Note:  Sales per square foot numbers are rounded to whole dollars. Three
       categories illustrated here have limited representation in the ICSC
       sample: Automotive, +12.2%; Home Improvement, +4.8%; and Supermarkets,
       - 18.9%. Source: U.S. Department of Commerce and Dougal M. Casey.
==============================================================================

     GAFO sales have risen relative to household income. In 1990 these sales
represented 13.9 percent of average household income. By 1994 they rose to
14.4 percent. Projections through 2000 show a continuation of this trend to
14.7 percent. On average, total sales were equal to nearly 55.0 percent of
household income in 1994.

==============================================================================

                                     -10-


<PAGE>


                                          National Retail Market Overview
==============================================================================

  

==============================================================================
 Determinants of Retail Sales Growth and U.S. Retail Sales by Key Store Type
==============================================================================
                                       1990            1994          2000P
==============================================================================
Determinants
Population                         248,700,000     260,000,000    276,200,000
Households                          91,900,000      95,700,000    103,700,000
verage Household Income                $37,400         $42,600        $51,600
Total Census Money income           $3.4 Tril.      $4.1 Tril.     $5.4 Tril.
- ------------------------------------------------------------------------------
% Allocations of Income to Sales
GAFO Stores                              13.9%           14.4%          14.7%
Convenience Stores                       12.9%           11.7%          10.7%
Home Improvement Stores                   2.8%            3.0%           3.3%
Total Shopping Center-inclined Stores    29.6%           29.1%          28.8%
Total Retail Sales                       54.3%           54.6%          52.8%
- ------------------------------------------------------------------------------
Sales ($Billion)
GAFO Stores                               $472            $592           $795
Convenience Stores                         439             479            580
Home Improvement Stores                     95             123            180
Total Shopping Center-inclined Stores   $1,005          $1,194         $1,555
TOTAL RETAIL SALES                      $1,845          $2,237         $2,850
==============================================================================
Note:    Sales and income figures are for the full year; population and
         household figures are as of April 1 in each respective year. P =
         Projected.
==============================================================================
Source:  U.S. Census of Population, 1990; U.S. Bureau of the Census Current
         Population Reports: Consumer Income P6-168, 174, 180, 184 and 188;
         Bema Miller with Linda Jacobsen, "Household Futures", American
         Demographics, March 1995; Retail Trade sources already cited; and
         Dougal M. Casey: ICSC White Paper
==============================================================================


     GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

                  =================================
                    1990/91                   2.9%
                  ---------------------------------
                    1991/92                   7.0%
                  ---------------------------------
                    1992/93                   6.6%
                  ---------------------------------
                    1993/94                   7.0%
                  =================================                   

     According to a recent study by the ICSC, GAFO sales are expected to grow
by 5.0 percent per annum through the year 2000, which is well above the 4.1
percent growth for all retail sales. This information is presented in the
following chart.

==============================================================================

                                     -11-


<PAGE>


                                          National Retail Market Overview
==============================================================================




==============================================================================
            Retail Sales in the United States, by Major Store Type
==============================================================================
                                  1994       2000P       Percent Change
- ------------------------------------------------------------------------------
                                                                     Compound
            Store Type       ($ Billions)   Billions)       Total     Annual
===========================  =============  ===========  =========== ==========
GAFO:
General Merchandise                  $ 283       $ 370         30.7%      4.6%
Apparel & Accessories                  110         135         22.7%      3.5%
Furniture/Home Furnishings             120         180         50.0%      7.0%
Other Shoppers Goods                    81         110         35.8%      5.2%
- -------------------------------------------------------------------------------
GAFO Subtotal                        $ 592       $ 795         34.3%      5.0%
- -------------------------------------------------------------------------------
CONVENIENCE GOODS:             
Food Stores                          $ 398       $ 480         20.6%     3.2%%
Drugstores                              82         100         22.0%      3.4%
- -------------------------------------------------------------------------------
Convenience Subtotal                 $ 479       $ 580         21.1%      3.2%
- -------------------------------------------------------------------------------
Home Improvement                       123         180         46.3%      6.6%
- -------------------------------------------------------------------------------
Shopping Center-inclined Subtotal   $1,194      $1,555         30.2%      4.5%
- -------------------------------------------------------------------------------
All Other                            1,043       1,295         24.2%      3.7%
- -------------------------------------------------------------------------------
Total                               $2,237      $2,850         27.4%      4.1%
==============================================================================
Note:     P = Projected. Some figures rounded. 
===============================================================================
Source:   U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.
===============================================================================

     In considering the six-year period January 1995 through December 2000, it
may help to look at the six-year period extending from January 1989 through
December 1994 and then compare the two time spans.

     Between January 1989 and December 1994, shopping center-inclined sales in
the United States increased by $297 billion, a compound growth rate of 4.9
percent. These shopping center-inclined sales are projected to increase by $361
billion between January 1995 and December 2000, a compound annual growth rate of
4.5 percent. GAFO sales, however, are forecasted to increase by 34.3 percent or
5.0 percent per annum.

Industry Trends

     According to the National Research Bureau, there were a total of 41,235
shopping centers in the United States at the end of 1995. During this year, 867
new centers opened, an 18.0 percent increase over the 735 that opened in 1994.
This followed a 10 percent increase in 1994. The greatest growth came in the
small center category (less than 100,000 square feet) where 551 centers were
constructed. In terms of GLA added, new construction in 1995 was up 2.2 percent
resulting in an addition of 106.2 million square feet of GLA from approximately
4.86 billion to 4.97 billion square feet. In other important trends, the
development of regional and super-regional malls hit a three year high in 1995
with the opening of eight centers, twice as many as in 1994. This boosted the
nation's total of regionals to 301 and super-regionals to 380. Power and
community center development in 1995 was up 17.9 percent in terms of the number
of centers opening. The following chart highlights trends over the period 1987
through 1995.


==============================================================================

                                     -12-


<PAGE>


                                          National Retail Market Overview
==============================================================================


<TABLE>
<CAPTION>
=========================================================================================================================
                           Census Data: 9-Year Trends
=========================================================================================================================


                                            Total          Average       Average    % Change             % Increase
                No. of      Total           Sales          GLA per      Sales per   in Sales       New    In Total
      Year      enters       GLA          (Billions)        Center        Sq.Ft     per Sq. Ft   Centers   Centers
     =======   ========= =============   ==============    =========   ==========  ===========  ======== ===========     
     <S>        <C>      <C>              <C>               <C>         <C>         <C>          <C>        <C>

      1987      30,641   3,722,957,095    $602,294,426      121,502     $161.78        2.41%      2,145      7.53%
     ---------------------------------------------------------------------------------------------------------------
      1988      32,563   3,947,025,194    $641,096,793      121,212     $162.43        0.40%      1,922      6.27%
     ---------------------------------------------------------------------------------------------------------------
      1989      34,683   4,213,931,734    $682,752,628      121,498     $162.02       -0.25%      2,120      6.51%
     ---------------------------------------------------------------------------------------------------------------
      1990      36,515   4,390,371,537    $706,380,618      120,235     $160.89       -0.70%      1,832      5,28%
     ---------------------------------------------------------------------------------------------------------------
      1991      37,975   4,563,791,215    $716,913,157      120,179     $157.09       -2.37%      1,460      4.00%
     ---------------------------------------------------------------------------------------------------------------
      1992      38,966   4,678,527,428    $768,220,248      120,067     $164.20        4.53%        991      2.61%
     ---------------------------------------------------------------------------------------------------------------
      1993      39,633   4,770,760,559    $806,645,004      120,373     $169.08        2.97%        667      1.71%
     ---------------------------------------------------------------------------------------------------------------
      1994      40,368   4,860,920,056    $851,282,088      120,415     $175.13        3.58%        735      1.85%
     ---------------------------------------------------------------------------------------------------------------
      1995      41,235   4,967,160,331    $893,814,776      120,460     $179.94       -2.75%        867      2.15%
     ---------------------------------------------------------------------------------------------------------------
Compound
Annual
Growth          +3.78%          +3.67%          +5.06%         .11%      +1.34%         N/A         N/A       N/A
=========================================================================================================================
Source:   National Research Bureau Shopping Center Database and Statistical Model
=========================================================================================================================
</TABLE>

     From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 3.7 percent since 1987. New
construction was up 2.2 percent in 1995, a slight increase over 1994 but still
well below the peak year 1987 when new construction increased by 7.5 percent.
California was by far the most active state with 139 new centers opening,
followed by North Carolina (64) and Florida (53).

     Among the 41,235 centers in 1995, the following breakdown by size can be
shown.

=============================================================================
                U.S. Shopping Center Inventory, YE December 1995
=============================================================================
                         Number of Centers          Square Feet (Millions)
                       -----------------------------------------------------
Size Range (SF)             Amount         Percent       Amount      Percent
============================================================================
Under     100,000           26,001            63.1%     1,266.9        25.5%
- ----------------------------------------------------------------------------
100,001-  200,000            9,974            24.2%     1,367.9        27.5%
- ----------------------------------------------------------------------------
200,001-  400,000            3,345             8.1%       886.2        17.8%
- ----------------------------------------------------------------------------
400,001-  800,000            1,234             3.0%       668.7        13.5%
- ----------------------------------------------------------------------------
800,001-1,000,000              301              .7%       271.0         5.5%
- ----------------------------------------------------------------------------
Over    1,000,000              380              .9%       486.4         9.8%
- ----------------------------------------------------------------------------
      Total                 41,235           100.0%     4,967.2       100.0%
============================================================================
Source:  National Research Bureau (some numbers slightly rounded).
=============================================================================

     According to the National Research Bureau, total sales in shopping
centers have grown at a compound rate of 5.06 percent since 1987. With sales
growth outpacing new construction, average sales per square foot have been
showing positive increases since the last recession. Aggregate sales were up
5.5 percent nationwide from $851.3 billion (1994) to $893.8 billion (1995). In
1995, average sales were $179.94 per square foot, up nearly 2.7 percent over
1994 and 1.34 percent (compound growth) over the past several years. The
biggest gain came in the super-regional category (more than 1.0 million square
feet) where sales were up 4.10 percent to $201.05 per square foot.
==============================================================================

                                     -13-


<PAGE>


                                          National Retail Market Overview
==============================================================================


     The following chart tracks the change in average sales per square foot by
size category between 1993 and 1995.

<TABLE>
<CAPTION>
==============================================================================================
                          Sales Trends by Size Category
                                    1993-1995
==============================================================================================
                                    Average Sales Per Square Foot           0% Change
                                ==============================================================
Category                           1993         1994         1995       1994-95     1993-95
=============================   ===========   ===========   =========  ==========  =========  
<S>                               <C>          <C>          <C>         <C>         <C>    

Less than    100,000 SF           $193.10      $199.70      $204.94       +2.6%       +3.0%
- ----------------------------------------------------------------------------------------------
100,001 to   200,000 SF           $156.18      $161.52      $166.00       +2.8%       +3.1%
- ----------------------------------------------------------------------------------------------
200,001 to   400,000 SF           $147.57      $151.27       153.96       +1.8%       +2.1%
- ----------------------------------------------------------------------------------------------
400,001 to   800,000 SF           $157.04      $163.43      $168.21       +2.9%       +3.5%
- ----------------------------------------------------------------------------------------------
800,001 to 1,000,000 SF           $194.06      $203.20      $210.40       +3.5%       +4.1%
- ----------------------------------------------------------------------------------------------
More than  1,000,000 SF           $183.90      $193.13      $201.05       +4.1%       +4.6%
- ----------------------------------------------------------------------------------------------
Total                             $169.08      $175.13      $179.94      +2.75%       +3.2%
==============================================================================================
*    Compound Annual Change
==============================================================================================
Source: National Research Bureau
==============================================================================================
</TABLE>

     Empirical data shows that the average GLA per capita is increasing. In
1995, the average for the nation was 18.9. This was up 17 percent from 16.1 in
1988 and more recently, 18.7 square feet per capita in 1994. Among states,
Arizona surpassed Florida and now has the highest GLA per capita with 28.1
square feet. South Dakota has the lowest at 9.08 square feet. Per capita GLA for
regional malls (defined as all centers in excess of 400,000 square feet) has
also been rising from 5.0 in 1988 to 5.5 in 1995. This information is presented
on the following chart.

            ========================================================
                                    GLA per Capita
            ========================================================
                Year           All Centers          Regional Malls
            --------------------------------------------------------
                1988               16.1                   5.0
            --------------------------------------------------------
                1989               17.0                   5.2
            --------------------------------------------------------
                1990               17.7                   5.3
            --------------------------------------------------------
                1991               18.1                   5.3
            --------------------------------------------------------
                1992               18.3                   5.5
            --------------------------------------------------------
                1993               18.5                   5.5
            --------------------------------------------------------
                1994               18.7                   5.4
            --------------------------------------------------------
                1995               18.9                   5.5
            ========================================================         
            
            Source:  International Council of Shopping Center: The 
                     Scope of The Shopping Center Industry and 
                     National Research Bureau
            ========================================================

     The Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.

==============================================================================

                                     -14-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     The retail industry's importance to the national economy can also be seen
in the level of direct employment. According to F.W. Dodge, the construction
information division of McGraw- Hill, new projects in 1994 generated $2.6
billion in construction contract awards and supported 41,600 jobs in
construction trade and related industries. This is nearly half of the
construction employment level of 95,360 for new shopping center development in
1990. It is estimated that 10.18 million people are now employed in shopping
centers, equal to about one of every nine non-farm workers in the country. This
is up 2.9 percent over 1991.

     Market Shifts - Contemporary Trends in the Retail Industry 

     During the 1980s, the department store and specialty apparel store
industries competed in a tug of war for consumer dollars. Specialty stores
emerged largely victorious as department store sales steadily declined as a
percentage of total GAFO sales during the decade, slipping from 47.0 percent in
1979 to 44.0 percent in 1989. During this period, many anchor tenants teetered
from high debt levels incurred during speculative takeovers and leveraged
buyouts of the 1980s. Bankruptcies and restructuring, however, have forced major
chains to refocus on their customer and shed unproductive stores and product
lines. At year end 1994, department store sales, as a percentage of GAFO sales,
were approximately 37.5 percent.

     The continued strengthening of some of the major department store chains,
including Sears, Federated/Macy's, May and Dayton Hudson, is in direct contrast
to the dire predictions made by analysts about the demise of the traditional
department store industry. This has undoubtedly been brought about by the
heightened level of merger and acquisition activity in the 1980s which produced
a burdensome debt structure among many of these entities. When coupled with
reduced sales and cash flow brought on by the recession, department stores were
unable to meet their debt service requirements.

     Following a round of bankruptcies and restructurings, the industry has
responded with aggressive cost-cutting measures and a focused merchandising
program that is decidedly more responsive to consumer buying patterns. The
importance of department stores to mall properties is tantamount to a successful
project since the department store is still the principal attraction that brings
patrons to the center.

     On balance, 1994/95 was a continued period of transition for the retail
industry. Major retailers achieved varying degrees of success in meeting the
demands of increasingly value conscious shoppers. Since the onset of the
national economic recession in mid-1990, the retail market has been
characterized by intense price competition and continued pressure on profit
margins. Many national and regional retail chains have consolidated operations,
closed underperforming stores, and/or scaled back on expansion plans due to the
uncertain spending patterns of consumers. Consolidations and mergers have
produced a more limited number of retail operators, which have responded to
changing spending patterns by aggressively repositioning themselves within this
evolving market. Much of the recent retail construction activity has involved
the conversion of existing older retail centers into power center formats,
either by retenanting or through expansion. An additional area of growth in the
retail sector is in the "supercenter" category, which consists of the combined
grocery and department stores being developed by such companies as Wal-Mart and
Kmart. These formats require approximately 150,000 to 180,000 square feet in
order to carry the depth of merchandise necessary for such economies of scale
and market penetration.


==============================================================================

                                     -15-


<PAGE>


                                          National Retail Market Overview
==============================================================================
                     

     Some of the important developments in the industry over the past year can
be summarized as follows:

     o    The discount department store industry emerged as arguably the most
          volatile retail sector, lead by regional chains in the northeast.
          Jamesway, Caldor and Bradlees each filed for Chapter 11 within six
          months and Hills Stores is on the block. Jamesway is now in the
          process of liquidating all of its stores. Filene's Basement was
          granted relief from some covenant restrictions and its stock price
          plummeted. Ames, based in Rocky Hill, Connecticut, will close 17 of
          its 307 stores. Kmart continues to be of serious concern. Its debt has
          been downgraded to junk bond status. Even Wal-Mart, accustomed to
          double digit sales growth, has seen some meager comparable sales
          increases. These trends are particularly troubling for strips since
          these tenants are typical anchors.
                
     o    The attraction of regional malls as an investment has diminished in
          view of the wave of consolidations and bankruptcies affecting in-line
          tenants. Some of the larger restructurings include Melville with plans
          to close up to 330 stores, sell Marshalls to TJX Companies, split into
          three publicly traded companies, and sell Wilsons and This End Up;
          Petrie Retail, which operates such chains as M.J. Carroll, G&G, Jean
          Nicole, Marianne and Stuarts, has filed for bankruptcy protection;
          Edison Brothers (Jeans West, J. Riggins, Oak Tree, 5-7-9 Shops, etc.)
          announced plans to close up to 500 stores while in Chapter 11; J.
          Baker intends to liquidate Fayva Shoe division (357 low-price family
          footwear stores); The Limited announced a major restructuring,
          including the sale of partial interests in certain divisions; Charming
          Shoppes will close 290 Fashion Bug and Fashion Bug Plus stores; Trans
          World Entertainment (Record Town) has closed 115 of its 600 mall shop
          locations. Other chains having trouble include Rickel Home Centers
          which filed Chapter 11; Today's Man, a 35 store Philadelphia based
          discount menswear chain has filed; nine subsidiaries of Fretta,
          including Dixon's, U.S. Holdings and Silo, filed Chapter 11; and
          Clothestime, also in bankruptcy will close up to 140 of its 540
          stores. Merry-Go-Round, a chain that operates 560 stores under the
          names Merry-Go-Round, Dejaiz and Cignal is giving up since having
          filed in January 1994 and will liquidate its assets. Toys "R" Us has
          announced a global reorganization that will close 25 stores and cut
          the number of items it carries to 11,000 from 15,000. Handy Andy, a
          50 year old chain of 74 home improvement centers which had been in
          Chapter 11, has decided to liquidate, laying off 2,500 people.
                           
     o    Overall, analysts estimate that 4,000 stores closed in 1995 and as
          many as 7,000 more will close in 1996. Mom-and-Pop stores, where 75
          percent of U.S. retailers employ fewer than 10 people have been
          declining for the past decade. Dun and Bradstreet reports that retail
          failures are up 1.4 percent over Last year - most of them small stores
          who don't have the financial flexibility to renegotiate payment
          schedule.

==============================================================================

                                     -16-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     o    With sales down, occupancy costs continue to be a major issue facing
          many tenants. As such, expansion oriented retailers like The Limited,
          Ann Taylor and The Gap, are increasingly shunning mall locations for
          strip centers. This has put further pressure on mall operators to be
          aggressive with their rent forecasts or in finding replacement
          tenants.
                  
     o    While the full service department store industry led by Sears has seen
          a profound turnaround, further consolidation and restructuring
          continues. Woodward & Lothrop was acquired by The May Department
          Stores Company and JC Penney; Broadway Stores was acquired by
          Federated Department Stores; Elder Beerman has filed Chapter 11 and
          will close 102 stores; Steinbach Stores will be acquired by Crowley,
          Milner & Co.; Younkers will merge with Proffitts; and Strawbridge and
          Clothier has hired a financial advisor to explore strategic
          alternatives for this Philadelphia based chain.
               
     o    Aside from the changes in the department store arena, the most notable
          transaction in 1995 involved General Growth Properties' acquisition of
          the Homart Development Company in a $1.85 billion year-end deal.
          Included were 25 regional malls, two current projects and several
          development sites. In November, General Growth arranged for the sale
          of the community center division to Developers Diversified for
          approximately $505 million. Another notable deal involved Rite Aid
          Corporation's announcement that it will acquire Revco Drug Stores in a
          $1.8 billion merger to form the nation's largest drug store company
          with sales of $11 billion and 4,500+/- stores.
              
     o    As of January 1, 1995 there were 311 outlet centers with 44.4 million
          square feet of space. Outlet GLA has grown at a compound annual rate
          of 18.1 percent since 1989. Concerns of over-building, tenant
          bankruptcies, and consolidations have now negatively impacted this
          industry as evidenced by the hit the outlet REIT stocks have taken.
          Outlet tenants have not been immune to the global troubles impacting
          retail sales as comparable store sales were down 3.1 percent through
          November 1995.
               
     o    Category Killers and discount retailers have continued to drive the
          demand for additional space. In 1995, new contracts were awarded for
          the construction or renovation of 260 million square feet of stores
          and shopping centers, up from 173 million square feet in 1991
          according to F.W. Dodge, matching the highest levels over the past two
          decades. It is estimated that between 1992 and 1994, approximately
          55.0 percent of new retail square footage was built by big box
          retailers. In 1994, it is estimated that they accounted for 80.0
          percent of all new stores. Most experts agree that the country is
          over-stored. Ultimately, it will lead to higher vacancy rates and
          place severe pressure on aging, capital intensive centers. Many
          analysts predict that consolidation will occur soon in the office
          products superstores category where three companies are battling for
          market share - OfficeMax, Office Depot and Staples.

==============================================================================

                                     -17-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     o    Entertainment is clearly the new operational requisite for property
          owners and developers who are incorporating some form of entertainment
          into their designs. With a myriad of concepts available, ranging from
          mini-amusement parks to multiplex theater and restaurant themes, to
          interactive high-tech applications, choosing the right formula is a
          difficult task.

Investment Criteria and Institutional Investment Performance
                   
     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A DCF
is defined as a set of procedures in which the quantity, variability, timing,
and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified yield
rate. Understandably, market thinking has evolved after a few hard years of
reality where optimistic cash flow projections did not materialize. The DCF is
still, in our opinion, a valid valuation technique that when properly supported,
can present a realistic forecast of a property's performance and its current
value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their Emerging
Trends in Real Estate - 1996 that their respondents give retail investments
generally poor performance forecasts in their latest survey due to the
protracted merchant shakeout which will continue into 1996. While dominant,
Class A malls are still considered to be one of the best real estate investments
anywhere, only 13.0 percent of the respondents recommended buying malls. Rents
and values are expected to remain flat (in real terms) and no one disputes their
contention that 15 to 20 percent of the existing malls nationwide will be out of
business by the end of the decade. For those centers that will continue to
reposition themselves, entertainment will be an increasingly important part of
their mix.

     Investors do cite that, after having been written off, department stores
have emerged from the shake-out period as powerful as ever. The larger chains
such as Federated, May and Dillard's, continue to acquire the troubled regional
chains who find it increasingly difficult to compete against the category
killers. Many of the nations largest chains are reporting impressive profit
levels, part of which has come about from their ability to halt the double digit
sales growth of the national discount chains. Mall department stores are
aggressively reacting to power and outlet centers to protect their market share.
Department stores are frequently meeting discounters on price.

     While power centers are considered one retail property type currently in a
growth mode, most respondents feel that the country is over-stored and value
gains with these types of centers will lag other property types, including
malls, over five and ten year time frames.

==============================================================================

                                     -18-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     The following chart summarizes the results of their current survey.


<TABLE>
<CAPTION>
============================================================================================
                     Retail Property Rankings and Forecasts
============================================================================================

 
                        Investment Potential                        Predicted Value Gains
                    -------------------------                 -------------------------------
Property Type                                     1996 
                       Rating(1)   Ranking(2)  Rent Increase     1 Yr.      5 Yrs.      10 Yrs.
===============     ============  ===========  =============   ========    ========     ======
<S>                 <C>           <C>          <C>             <C>         <C>          <C>

Regional Malls           4.9          8th          2.0%           2%         20%         40%
- --------------------------------------------------------------------------------------------
Power Centers            5.3          6th          2.3%          1 %         17%         32%
- --------------------------------------------------------------------------------------------
Community Centers        5.4          5th          2.4%           2%         17%         33%
============================================================================================
(1)                 Scale of 1 to 10
(2)                 Based on 9 property types
============================================================================================
 </TABLE>
                        
     The NCREIF Property Index represents data collected from the Voting Members
of the National Council of Real Estate Investment Fiduciaries. As shown in the
following table, data through the third quarter of 1995 shows that the retail
index posted a positive 1.23 percent increase in total return. Increased
competition in the retail sector from new and expanding formats and changing
locational references has caused the retail index to trail all other property
types. As such, the -2.01 percent decline in value reported by the retail
subindex for the year .were in line with investors' expectations.

================================================================================
                             Retail Property Returns
                                  NCREIF Index
                             Third Quarter 1995 (%)
=============================================================================
Period                 Income    Appreciation    Total     Change in CPI
===============      =========  ==============  ========  =================
3rd Qtr. 1995           1.95         -.72         1.23          .46
- -----------------------------------------------------------------------------
One Year                8.05        -2.01         5.92         2.55
- -----------------------------------------------------------------------------
Three Years             7.54        -3.02         4.35         2.73
- -----------------------------------------------------------------------------
Five Years              7.09        -4.61         2.23         2.92
- -----------------------------------------------------------------------------
Ten Years               6.95        .54 1         7.52         3.53
=============================================================================
Source:  Real Estate Performance Report
         National Council of Real Estate Investment Fiduciaries
=============================================================================

     It is noted that the positive total return continues to be affected by
the capital return component which has been negative for the last five years.
However, as compared to the CPI, the total index has performed relatively
well.

Real Estate Investment Trust Market (REITs)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter
the market until the latter part of 1993 and early 1994. it is noted that
REITs have dominated the investment market for apartment properties and have
evolved into a major role for retail properties as well.


==============================================================================

                                     -19-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     As of November 30, 1995, there were 297 REITs in the United States, about
79.0 percent (236) which are publicly traded. The advantages provided by REITs,
in comparison to more traditional real estate investment opportunities, include
the diversification of property types and location, increased liquidity due to
shares being traded on major exchanges, and the exemption from corporate taxes
when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REITs which can either be
"open-ended", or Finite-life (REITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o    Equity REITs, center around the ownership of properties where
          ownership interests (shareholders) receive the benefit of returns from
          the operating income as well as the anticipated appreciation of
          property value. Equity REITs typically provide lower yields than other
          types of REITs, although this lower yield is theoretically offset by
          property appreciation.
                   
     o    Mortgage REITs invest in real estate through loans. The return to
          shareholders is related to the interest rate for mortgages placed by
          the REIT.
                   
     o    Hybrid REITs combine the investment strategies of both the equity and
          mortgage REITs in order to diversify risk.

     The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. A number of "non-traditional"
REIT buyers, such as utility funds and equity/income funds, established a major
presence in the market during 1993/94.

     1995 was not viewed as a great year for REITs relative to the advances seen
in the broader market. Through the end of November, equity REITs posted a 9.3
percent total return according to the National Association of Real Estate
Investment Trusts (NAREIT). The best performer among equity REITs was the office
sector with a 29.4 percent total return. This was followed by self-storage
(27.3%), hotels (26.7%), triple-net lease (20.6%), and health care (18.8%). Two
equity REIT sectors were in the red - outlet centers and regional malls.

Retail REITs

     As of November 30, 1995, there were a total of 47 REITs specializing in
retail, making up approximately 16 percent of the securities in the REIT market.
Depending upon the property type in which they specialize, retail REITs are
divided into three categories: shopping centers, regional malls, and outlet
centers. The REFIT performance indices chart shown as Table A on the following
page, shows a two-year summary of the total retail REIT market as well as the
performance of the three composite categories.


==============================================================================

                                     -20-


<PAGE>


                                          National Retail Market Overview
==============================================================================


==============================================================================
                          As of November 30,1995
==============================================================================
TOTAL RETAIL            0.49%        8.36%          47    $14,389.1

Strip Centers           2.87%        8.14%          29     $8,083.3
Regional Malls         -2.47%        9.06%          11     $4,886.1
Outlet Centers         -2.53%        9.24%           6     $1,108.7
==============================================================================
                          As of November 30,1995
==============================================================================
TOTAL RETAIL          -3.29%         8.35%          46    $12,913.1

Strip Centers         -4.36%         7.98%          28     $7,402.7
Regional Malls         2.84%         8.86%          11     $4,459.1
Outlet Centers       -16.58%         8.74%           7     $1,051.4
==============================================================================
*   Number reported in thousands.                                
    Source: Realty Stock Review  
==============================================================================


     As can be seen, the 47 REIT securities have a market capitalization of
approximately $14.4 billion, up 11.5 percent from the previous year. Total
returns were positive through November 1995, reversing the negative return for
the comparable period 12 months earlier. It is noted that the positive return
was the result of the strength of the shopping center REITS which constitute
nearly 60 percent of the market capitalization. Total retail REITS dividend
yields have remained constant over the last year at approximately 8.36 percent.
Regional mall and shopping center REITS dominate the total market, making up
approximately 85 percent of the 47 retail REITS.

     While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized marketplace
has provided sellers with an attractive alternative to the more traditional
market for large retail properties.

Regional Mall REITS

     The accompanying exhibit Table B summarizes the basic characteristics of
eight REITS and one publicly traded real estate operating company (Rouse
Company) comprised exclusively or predominantly of regional mall properties.
Excluding the Rouse Company (ROUS), the IPOs have all been completed since
November 1992. The nine public offerings with available information have a total
of 281 regional or super regional malls with a combined leasable area of
approximately 229 million square feet. This figure represents more than 14.0
percent of the total national supply of this product type.


==============================================================================

                                     -21-


<PAGE>


                                          National Retail Market Overview
==============================================================================

     The nine companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid than more traditional
real estate related investments. Excluding the Rouse Company, however, these
companies have been publicly traded for only a short period, and there is not an
established track record. General Growth was the star performer in 1995 with a
15 percent increase in its stock price following the acquisition of the Homart
retail portfolio from Sears for $1.85 billion - the biggest real estate
acquisition of the decade.


<TABLE>
<CAPTION>
===================================================================================================================================
<S>                              <C>         <C>          <C>           <C>        <C>         <C>       <C>        <C>       <C>
Total Retail Centers                 95          23           51           40          16         67         56         19       12
   - Super Regional Centers*          5           1           28           14           4         27         21         16        7
   - Regional Centers                11          22           23           25          10         27         35          3        2
   - Community Centers               79           -           11            1           2         13         55          -        3
   - Other                            -           -            -            -           -          -          3          -        -
Total Mall GLA**                 17,129      12,686       44,460       28,881      10,620     44,922     39,329     22,031    8,895
Total Mall Shop GLA**             6,500       4.895       15,300       12,111           -     19,829     15,731      9,088    2,356
Avg.  Total GLAD/Center**           180         552          872          722         664        670        702      1,160      741
Avg. Mall Shop GLA/Cente**           68         213          300          303           -        296        281        478      196

===================================================================================================================================

Reporting Year                     1994        1994         1994         1994        1994       1994       1994       1994     1994
Avg.- Sales PSF of Mall GLA        $226        $204         $260         $245        $262       $285       $259       $335     $348
Minimum Rent/Sales Ratio           8.6%        7.1%         8.3%            -           -          -       6.8%      10.2%     8.1%
Total Occupancy Cost/Sales Ratio   2.2%       10.0%        12.4%            -       11.2%          -      10.2%      14.8%    11.7%
Mall Shop Occupancy Level         88.7%       84.0%        85.0%        87.0%       92.9%          -      86.2%      86.6%    93.3%

===================================================================================================================================

IPO Date                       10/27/93      8/9/93      6/30/94       4/8/93      3/9/94       1966   12/26/93   11/18/92  10/6/93
IPO Price                        $19.50      $17.25       $14.75       $22.00      $19.00          -     $22.25     $11.00   $23.50
Current Price (12/15/95)         $21.63       $7.38       $13.00       $19.13      $19.75     $19.63     $25.13      $9.75   $21.75
52 - Week High                   $22.00      $14.13       $15.13       $22.63      $21.88     $22.63     $26.00     $10.38   $22.50
52 - Week Low                    $17.38       $6.50       $12.00       $18.13      $19.25     $17.50     $22.50      $8.88   $18.75

===================================================================================================================================

Outstanding Shares***             30.20       36.85        89.60        43.37       31.45      47.87      95.64     125.85    21.19
Market Capitalization***           $653        $272       $1,165         $830        $621       $940     $2,403     $1,227     $461
Annual Dividend                   $1.59       $0.80        $1.26        $1.72       $1.68      $0.80      $1.97      $0.88    $1.94
Dividend Yield (12/15/95)         7.35%      10.84%        9.69%        8.99%       8.51%      4.08%      7.84%      9.03%      8.9
FFO 1995****                      $1.85       $1.50        $1.53        $1.96       $1.92      $1-92      $2.28      $0.91    $2.17
FFO Yield (12/15/95)              8.55%      20.33%       11.77%       10.25%       9.72%      9.78%      9.07%      9.33%    9.98%

===================================================================================================================================

Source  Salomon Brothers and Realty Stock Review; Annual Reports

*     Super Regional Center (>= 800,ODO Sq.  Ft.).
**    Numbers in thousands (000) includes malls only.
***   Numbers in millions.
****  Funds From Operations is defined as net income (loss) before depredation, amortization, other non-cash items,
      extraordinary items, gains or losses on sales of assets and before minority interests in the Operating Partnership.

===================================================================================================================================
</TABLE>



==============================================================================

                                     -22-


<PAGE>


                                          National Retail Market Overview
==============================================================================

Shopping Center REITs

     Shopping center REITs comprise the largest sector of the retail REIT market
accounting for 29 out of the total 47 securities. General characteristics of
eight of the largest shopping center REITs are summarized on Table C. The public
equity market capitalization of the eight companies totaled $6.1 billion as of
December 15, 1995. The two largest, Kimco Realty Corp. and New Plan Realty Trust
have a market capitalization equal to approximately 34.5 percent of the group
total.

     While the regional mall and outlet center REIT markets struggled through
1995, shopping center REITs showed a positive November 30, 1995 year-to-date
return of 2.87%. Through 1995, transaction activity in the national shopping
center market has been moderate. Most of the action in this market is in the
power center segment. As an investment, power centers appeal to investors and
REITs because of the high current cash returns and long-term leases. However,
with their popularity, the potential for overbuilding is high. Also creating
skepticism within this market is the stability of several large discount
retailers such as Kmart, and other discount department stores which typically
anchor power centers. Shopping center REITs which hold numerous properties where
struggling retailers are located are currently keeping close watch over these
centers in the event of these anchor tenants vacating their space.

     Similar to the regional mall REITs, shopping center REITs have been
publicly traded for only a short period and do not have a defined track record.
While the REITs have been in existence for a relatively short period, the growth
requirements of the companies should place upward pressure on values due to
continued demand for new product.


==============================================================================

                                     -23-


<PAGE>


                                          National Retail Market Overview
==============================================================================






<TABLE>
<CAPTION>
===========================================================================================================================
<S>                              <C>         <C>          <C>           <C>        <C>         <C>       <C>        <C>       

Total Properties                    111          53           84           46         193        123         65        161
Total Retail: Centers               104          53           84           40         193        102         56        141
Total Retail GLA*                23.600      11,200       12,300        6,895      26,001     14,500      9,501     13,293
Avg. Total GLA/Center*              227         211          146          172         135        142        170         94

===========================================================================================================================

Reporting Year                        -           -         1994            -        1994          -          -       1994
Total Rental Income                   -           -      $71,101            -    $125,272          -          -   $112,233
Average Rent/Square Foot          $6.04           -        $5.78            -       $4.82          -          -      $8.44
Total Operating Expenses              -           -      $45.746            -     $80,563          -          -    $76,771
Operating Expenses/Square Foot        -           -        $3.72            -       $3.10          -          -      $5.78
Operating Expense Ratio               -           -        64.3%            -       64.3%          -          -      68.4%
Total Occupancy Level             96.6%       95.1%        96.3%        94.0%       94.7%      95.4%      54.0%      92.0%

===========================================================================================================================

IPO Date                           1992        1993         1994         1994        1991       1973       1993       1985
IPO Price                        $19.50      $17.25       $14.75       $22.00      $19.00          -     $22.25          -
Current Price (12/15/95)         $29.88      $23.38       $17.75       $20.63      $42.25     $21.63     $36.13     $36.13
52 - Week High                   $32.00      $23.75       $22.38       $21.38      $42.25     $23.00     $38.13     $38.13
52 - Week Low                    $26.13      $19.75       $16.63       $17.38      $35.00     $18.75     $32.75     $32.75

===========================================================================================================================

Outstanding ShareS**              18.96       32.22        24.48        19.72       22.43      53.26      24.20      26.53
Market Capitalization**            $567        $753         $435         $407        $948     $1,152       $874       $959
Annual Dividend                   $2.40       $1.64        $1.92        $1.68       $2.16      $1.39      $2.24      $2.40
Dividend Yield (12/15195)         8.03%       7.01%       10.82%        8,14%       5.11%      6.43%      6.20%      6.64%
FFO 1995***                       $2.65       $1.78        $2.25        $1.83       $3.15      $1.44      $2.67      $2.80
FFO Yield (12/5/5)                8.87%       7.61%       12.68%        8.87%       7.46%      6.66%       7.39      7.75%

===========================================================================================================================

Source: Salomon Bothers and Realty Stock Review, Annual Reports

*    Numbers in thousands(000) includes retail properties only.
**   Numbers in millions.
***  Funds From Operations is defined as net income (loss) before depreciation, amortization, other non-cash items,
     extraordinary items, gains or losses on sales of assets and before minority interests in the Operating Partnership.

===========================================================================================================================
</TABLE>


==============================================================================

                                     -24-


<PAGE>


                                          National Retail Market Overview
==============================================================================

Outlook

     A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

     With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

     o    The gradual obsolescence of some existing retail locations and retail
          facilities;

     o    The evolution of the locational needs and format preferences of
          various anchor tenants; and

     o    Rising retail sales generated by increasing population and household
          levels.

     By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

     On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer. There will
continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet the
needs of the consumer. Quite obviously, many of the nation's existing retail
developments will find it difficult if not impossible to compete. Tantamount to
the success of these older centers must be a proper merchandising or
repositioning strategy that adequately considers the feasibility of the capital
intensive needs of such an undertaking. Coincident with all of the change which
will continue to influence the industry is a general softening of investor
bullishness. This will lead to a realization that the collective interaction of
the fundamentals of risk and reward now require higher capitalization rates and
long term yield expectations in order to attract investment capital.


==============================================================================

                                     -24-


<PAGE>


          ====================================================
          State of Mississippi Temporary Privilege Certificate
          ====================================================



<PAGE>

MISSISSIPPI REAL ESTATE APPRAISER
LICENSING AND CERTIFICATION BOARD
1920 Dunbarton Drive
Jackson, Ms. 39216-5087
(601) 987-3969

Temporary licensing/certification privilege is granted to 
Real Estate Appraiser:
ROBERT SCOTT NARDELLA
Who is licensed as
CERTIFIED GENERAL APPRAISER
Temporary privilege number:
TG-297
Valid period:  4/26/96-7/24/96

/s/John W. Neelley
- ------------------
John W. Neelley
Administrator & ExOfficio
Board Member





APPRAISER
Name:                ROBERT SCOTT NARDELLA

Address:             C/O CUSHMAN & WAKEFIELD, INC.
                     51 WEST 52ND ST.
                     NEW YORK, NY  10019

Licensing state:     NEW YORK

License Number:      46000004620


/s/ROBERT SCOTT NARDELLA
- ------------------------
Signature of Appraiser

<PAGE>



                1994 & 1995 Operating Statements and 1996 Budget


<PAGE>



FEB 9, 1995 15:33
(DATA AS OF FEB 9, 1995 15:44)                                            PAGE 2

                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                 CASH OPERATING STATEMENT - DEC, 94 (SCHEDULE 2)
                              9120: NORTHPARK MALL

                   DEC,94                                                       
==============================================                                  
    ACTUAL         BUDGET         VARIANCE                      DESCRIPTION     
=============== ============== =============== =================================
                                               INCOME:                          

       483,031        452,364         30,667   RENTAL                           
    49,544,137        112,852         63,308-  PERCENTAGE RENT                  
       137,252        147,148          9,896-  COMMON AREA                      
             0          3,819          3,819-  FOOD COURT                       
        27,581         30,617          3,036-  REAL ESTATE TAX                  
       129,381        143,408         14,027-  UTILITY                          
        13,012              0         13,012   OTHER TENANT                     
         1,999              0          1,999   MISCELLANEOUS                    

- --------------- -------------- ---------------                                  
       841,801        890,208         48,407   TOTAL INCOME                     
- --------------- -------------- ---------------                                  

                                               EXPENSES:                        
           141            170             29-  ADVERTISING/PROMOTION            
        1,456-          6,335          7,791-  ADMINISTRATIVE                   
        23,975         25,303          1,328-  JANITORIAL CLEANING              
         2,725             60          2,665   TENANT DECORATING                
         3,840            200          3,640   BUILDING RENOVATION              
        14,222         10,520          3,702   LAWN MAINTENANCE                 
         8,793         20,000         11,207-  SECURITY                         
         3,590          4,000            410-  RUBBISH REMOVAL                  
             0              0              0   SNOW REMOVAL                     
         4,904          2,975          1,929   PARKING LOT                      
        22,907         21,135          1,772   BUILDING MAINTENANCE/REPAIR      
        60,765         38,747         22,018   PAYROLL SALARY/BONUS             
        16,546          7,750          8,796   PAYROLL TAX/INSURANCE            
         9,765          8,320          1,445   OTHER OPERATING                  
        20,192         22,671          2,479-  MANAGEMENT FEES                  
             0              0              0   GENERAL INSURANCE                
        24,247         14,404          9,843   PROFESSIONAL SERVICES            
        96,402        122,112         25,710-  UTILITY - ELECTRICE              
             0              0              0                   -GAS/FUEL       
         2,502          4,750          2,248-                   -WATER/SEWER    
             0              0              0   REAL ESTATE TAXES                
             0              0              0   MISCELLANEOUS                    
- --------------- -------------- ---------------                                  
       314,060        309,452          4,608   TOTAL EXPENSES                   
- --------------- -------------- ---------------                                  
       527,740        580,756         53,016-  NET OPERATING INCOME             
       325,802        325,802              0   MORTGAGE INTEREST                
        16,031         16,031              0-  MORTGAGE PRINCIPAL               
       514,995              0        514,995   ADDITIONAL MORTGAGE INTEREST     
             0              0              0   LAND RENT                        
- --------------- -------------- ---------------                                  
       329,088-       238,923        568,011-  SUB TOTAL - OPERATING CASH FLOW  

             0              0              0   NET MKT'G FUND                   
- --------------- -------------- ---------------                                  
       329,088-       238,923        568,011-  OPERATING CASH FLOW              
         3,000              0          3,000   TENANT IMPROVEMENTS              
             0              0              0   CAPITAL ADDITIONS                
             0              0              0   LEASE COMMISSIONS                
       164,683              0        164,683   REDEVELOPMENT COSTS              
- --------------- -------------- ---------------                                  
       496,771-       238,923        735,694-  CASH FLOW                        
=============== ============== ===============                                  


<TABLE>
<CAPTION>
                                              JAN,94 - DEC,94                                        
                                 ====================================================                
                 DESCRIPTION        ACTUAL       BUDGET        VARIANCE      /SQ FT       ANNUAL     
                                                                                          BUDGET     
================================ ============ ============ =============== ========== =============  
<S>                                <C>          <C>            <C>             <C>       <C>         
INCOME:                                                                                              
RENTAL                             5,063,090    5,159,524         96,434-      16.71     5,159,524   
PERCENTAGE RENT                      669,588      642,954         26,634        2.21       642,954   
COMMON AREA                        1,577,615    1,783,606        205,991-       5.20     1,783,606   
FOOD COURT                            41,547       58,047         16,500-       0.13        58,047   
REAL ESTATE TAX                      319,093      363,920         44,827-       1.05       363,920   
UTILITY                            1,506,734    1,564,665         57,931-       4.97     1,564,665   
OTHER TENANT                          50,008       31,978         18,030        0.16        31,978   
MISCELLANEOUS                         17,941            0         17,941        0.05             0   
                                 ------------ ------------ --------------- ---------- -------------  
TOTAL INCOME                       9,245,616    9,604,694        359,078-      30.53     9,604,694   
                                 ------------ ------------ --------------- ---------- -------------  
EXPENSES:                                                                                            
ADVERTISING/PROMOTION                  5,174        5,130             44        0.01         5,130   
ADMINISTRATIVE                        45,532       55,796         10,264-       0.15        55,796   
JANITORIAL CLEANING                  287,265      291,236          3,971-       0.94       291,236   
TENANT DECORATING                      6,781        2,140          4,641        0.02         2,140   
BUILDING RENOVATION                    7,136       11,200          4,064-       0.02        11,200   
LAWN MAINTENANCE                     100,929       98,040          2,889        0.33        98,040   
SECURITY                             214,837      240,000         25,163-       0.70       240,000   
RUBBISH REMOVAL                       43,351       44,800          1,449-       0.14        44,800   
SNOW REMOVAL                               0            0              0        0.00             0   
PARKING LOT                          111,566      110,525          1,041        0.36       110,525   
BUILDING MAINTENANCE/REPAIR          227,680      191,020         36,660        0.75       191,020   
PAYROLL SALARY/BONUS                 266,476      278,284         11,808-       0.87       278,284   
PAYROLL TAX/INSURANCE                 57,715       55,660          2,055        0.19        55,660   
OTHER OPERATING                      102,099       96,714          5,385        0.33        96,714   
MANAGEMENT FEES                      230,720      231,555            835-       0.76       231,555   
GENERAL INSURANCE                     71,323      108,471         37,148-       0.23       108,471   
PROFESSIONAL SERVICES                180,496      174,850          5,646        0.59       174,850   
UTILITY - ELECTRICE                1,233,161    1,371,970        138,809-       4.07     1,371,970   
                 -GAS/FUEL                 0            0              0        0.00             0   
                 -WATER/SEWER         45,640       55,975         10,335-       0.15        55,975   
REAL ESTATE TAXES                    363,443      347,956         15,487        1.20       347,956   
MISCELLANEOUS                              0            0              0        0.00             0   
                                 ------------ ------------ --------------- ---------- -------------  
TOTAL EXPENSES                     3,601,325    3,771,322        189,080-      11.89     3,771,322   
                                 ------------ ------------ --------------- ---------- -------------  
NET OPERATING INCOME               5,644,292    5,833,372        189,080-      18.63     5,833,372   
MORTGAGE INTEREST                  3,919,361    3,919,362              1-      12.94     3,919,362   
MORTGAGE PRINCIPAL                   182,639      182,639              0-       0.60       182,639   
ADDITIONAL MORTGAGE INTEREST       2,026,610      125,000      1,901,610        6.69       125,000   
LAND RENT                                  0            0              0        0.00             0   
                                 ------------ ------------ --------------- ---------- -------------  
SUB TOTAL - OPERATING CASH FLOW      484,318    1,606,371     2,090,6890        1.59-    1,606,371   
                                                                                                     
NET MKT'G FUND                             0            0              0        0.00             0   
                                 ------------ ------------ --------------- ---------- -------------  
OPERATING CASH FLOW                  484,318-   1,606,371      2,090,689-       1.59-    1,606,371   
TENANT IMPROVEMENTS                  821,853      343,934        477,919        2.71       343,934   
CAPITAL ADDITIONS                          0            0              0        0.00             0   
LEASE COMMISSIONS                          0            0              0        0.00             0   
REDEVELOPMENT COSTS                  553,965            0        553,965        1.82             0   
                                 ------------ ------------ --------------- ---------- -------------  
CASH FLOW                          1,860,137    1,262,437      3,122,574-       6.14-    1,262,437   
                                 ============ ============ =============== ========== =============  
</TABLE>


<PAGE>


?????, 1996 12:17
(DATA AS OF JAN 9, 1996 12:03)                                            PAGE 2

                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                CASH OPERATING STATEMENT -- DEC, 95 (SCHEDULE 2)
                              9120: NORTHPARK MALL

                    DEC,95                                                      
==============================================                                  
    ACTUAL         BUDGET         VARIANCE     DESCRIPTION                      
                                                                                

=============== ============== =============== =================================
                                               INCOME:                          
       454,001        569,932        115,931-  RENTAL                           
        67,112         51,948         15,164   PERCENTAGE RENT                  
       149,016        161,470         12,454-  COMMON AREA                      
             0              0              0   FOOD COURT                       
        33,032         32,977             55   REAL ESTATE TAX                  
       138,284        158,960         20,676-  UTILITY                          
             0              0              0   OTHER TENANT                     
         8,750              0          8,750   MISCELLANEOUS                    
- --------------- -------------- ---------------                                  
       850,195        975,287        125,092-  TOTAL INCOME                     
- --------------- -------------- ---------------                                  
                                               EXPENSES:

             0            670            670-  ADVERTISING/PROMOTION            
         4,346          5,468          1,122-  ADMINISTRATIVE                   
        19,532         19,572             40-  JANITORIAL CLEANING              
           108              0            108   TENANT DECORATING                
            57            275            218-  BUILDING RENOVATION              
        15,015         10,775          4,240   LAWN MAINTENANCE                 
         2,628          2,261            367   SECURITY                         
         3,952          4,000             48-  RUBBISH REMOVAL                  
             0              0              0   SNOW REMOVAL                     
         3,007          3,002              5   PARKING LOT                      
        37,196         13,715         23,481   BUILDING MAINTENANCE/REPAIR      
        48,041         75,648         27,607-  PAYROLL SALARY/BONUS             
        27,558         15,130         12,428   PAYROLL TAX/INSURANCE            
        14,898          9,341           5,57   OTHER OPERATING                  
        24,702         24,794             92-  MANAGEMENT FEES                  
         3,525              0          3,325   GENERAL INSURANCE                
        21,607         19,020          2,587   PROFESSIONAL SERVICES            
        89,169        121,200         32,031   UTILITY - ELECTRIC              
             0              0              0           -GAS/FUEL       
         3,617          5,000          1,383           -WATER/SEWER    
         2,947              0          2,947   REAL ESTATE TAXES                
             0              0              0   MISCELLANEOUS                    
- --------------- -------------- ---------------                                  
       321,906        329,871          7,965-  TOTAL EXPENSES                   
- --------------- -------------- ---------------                                  
       528,289        645,416        117,127-  NET OPERATING INCOME             
       323,859        323,859              0-  MORTGAGE INTEREST                
        17,975         17,975              0-  MORTGAGE PRINCIPAL               
             0              0              0  ADDITIONAL MORTGAGE INTEREST     
             0              0              0  LAND RENT                        
- --------------- -------------- ---------------                                  
       186,456        303,582        117,126-  SUB TOTAL - OPERATING CASH FLOW  
             0              0              0   NET MKT'G FUND                   
- --------------- -------------- ---------------                                  
       186,456        303,582        117,126-  OPERATING CASH FLOW              
       100,000        140,000         40,000-  TENANT IMPROVEMENTS              
       33,635-              0         33,635-  CAPITAL ADDITIONS                
             0              0              0   LEASE COMMISSIONS                
             0              0              0   REDEVELOPMENT COSTS              
- --------------- -------------- ---------------                                  
       120,091        163,582         43,491-  CASH FLOW                        
=============== ============== ===============                                  

<TABLE>
<CAPTION>
                                                   JAN,95 - DEC,95                                      
                                 ====================================================                   
DESCRIPTION                        ACTUAL       BUDGET        VARIANCE      /SQ FT       ANNUAL         
                                                                                         BUDGET         
================================ ============ ============ =============== ========== =============     
<S>                               <C>           <C>               <C>          <C>      <C>             
INCOME:                                                                                                 
RENTAL                             5,929,598    5,798,367        131,231       19.58     5,798,367       
PERCENTAGE RENT                      489,009      310,694        178,315        1.61       310,694      
COMMON AREA                        1,639,257    1,774,351        135,094        5.41     1,774,351      
FOOD COURT                              419-            0            419-       0.00             0      
REAL ESTATE TAX                      387,835      384,315          3,520        1.28       384,315      
UTILITY                            1,553,073    1,616,342         63,269-       5.12     1,616,342      
OTHER TENANT                          46,648       34,216         12,432        0.15        34,216      
MISCELLANEOUS                         46,744            0         46,744        0.15             0      
                                 ------------ ------------ --------------- ---------- -------------  
TOTAL INCOME                      10,091,744    9,918,285        173,459       33.32     9,918,285      
                                 ------------ ------------ --------------- ---------- -------------  
EXPENSES:                                                                                               
                                                                                                        
ADVERTISING/PROMOTION                  6,370        5,230          1,140        0.02         5,230      
ADMINISTRATIVE                        44,386        5,704         11,318-       0.14        55,704      
JANITORIAL CLEANING                  218,913      222,464          3,551-       0.72       222,464      
TENANT DECORATING                      2,984        1,460          1,526        0.00         1,460      
BUILDING RENOVATION                    8,836        9,700            864-       0.02         9,700      
LAWN MAINTENANCE                     100,357      100,370             13-       0.33       100,370      
SECURITY                              37,701       30,017          7,684        0.12        30,017      
RUBBISH REMOVAL                       49,049       45,952          3,097        0.16        45,952      
SNOW REMOVAL                               0            0              0        0.00             0      
PARKING LOT                          131,379      124,687          6,692        0.43       124,687      
BUILDING MAINTENANCE/REPAIR          273,863      225,740         48,123        0.90       225,740      
PAYROLL SALARY/BONUS                 435,819      451,306         15,487-       1.43       451,306      
PAYROLL TAX/INSURANCE                139,853       90,252         49,601        0.46        90,252      
OTHER OPERATING                      102,319      106,074          3,755-       0.33       106,064      
MANAGEMENT FEES                      258,854      243,508         15,346        0.85       243,508      
GENERAL INSURANCE                     76,549      116,064         39,515-       0.25       116,064      
PROFESSIONAL SERVICES                184,848      174,497         10,351        0.61       174,697      
UTILITY - ELECTRICE                1,175,065    1,333,780        158,715-       3.88     1,333,780      
        - GAS/FUEL                         0            0              0        0.00             0      
        - WATER/SEWER                 50,059       49,702            357        0.16        49,702      
REAL ESTATE TAXES                    403,852      400,490          3,362        1.33       400,490      
MISCELLANEOUS                          1,000-           0          1,000-       0.00             0      
                                 ------------ ------------ --------------- ---------- -------------  
TOTAL EXPENSES                     3,700,057    3,786,997         86,941-      12.21     3,786,997      
                                 ------------ ------------ --------------- ---------- -------------  
NET OPERATING INCOME               6,391,687    6,131,288        260,399       21.10     6,131,288      
MORTGAGE INTEREST                  3,897,215    3,897,215              0-      12.86     3,897,215      
MORTGAGE PRINCIPAL                   204,785      204,785              0        0.67       204,785      
ADDITIONAL MORTGAGE INTEREST               0      299,515        299,515        0.00       299,515      
LAND RENT                                  0            0              0        0.00             0      
                                 ------------ ------------ --------------- ---------- -------------  
SUB TOTAL - OPERATING CASH FLOW    2,289,687    1,729,773        559,916        7.56     1,729,773      
NET MKT'G FUND                         1,683            0          1,683-       0.00             0      
                                 ------------ ------------ --------------- ---------- -------------  
OPERATING CASH FLOW                2,288,004    1,729,773        558,231        7.55     1,729,773      
TENANT IMPROVEMENTS                1,302,047      974,000        328,047        4.29       974,773      
CAPITAL ADDITIONS                     42,727       74,500         31,773-       0.14        74,500      
LEASE COMMISSIONS                          0            0              0        0.00             0      
REDEVELOPMENT COSTS                  158,292            0        158,292        0.52             0      
                                 ------------ ------------ --------------- ---------- -------------  
CASH FLOW                            784,939      681,273        103,666        2.59       681,273      
                                 ============ ============ =============== ========== =============     
</TABLE>


<PAGE>

Property    :  NORTH PARK MALL                                 DATE:   05-Sep-95
Company #   : 9120                                             TIME:    10:17 AM
Square Feet : 311,458 
                                               
                           URBAN RETAIL PROPERTIES CO.
                        1996 COMMERCIAL OPERATING BUDGET
                             "SUMMARY" BY MINOR CODE


<TABLE>
<CAPTION>
========================== ========= ========= ========== ========= ========== ========= 
                            Jan-96    Feb-96    Mar-96     Apr-96    May-96     Jun-96   
========================== ========= ========= ========== ========= ========== ========= 
<S>                         <C>       <C>        <C>       <C>        <C>       <C>      
INCOME :               
RENTAL INCOME               469,937   500,529    517,442   517,273    521,273   522,727  
PERCENTAGE RENT               1,364     6,639      9,357     9,357      5,590     8,970  
COMMON AREA                 165,360   153,993    163,690   163,690    165,310   165,310  
FOOD COURT                        0         0          0         0          0         0  
REAL ESTATE TAXES            47,043    47,239     48,719    48,719    109,463   109,463  
UTILITY                     139,336   139,336    142,435   142,435    154,005   154,005  
OTHER TENANT                      0         0          0         0          0         0  
MISCELLANEOUS                     0         0          0         0          0         0  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
  TOTAL INCOME              850,040   839,767    881,643   881,643    945,615   960,483  
========================== ========= ========= ========== ========= ========== ========= 

EXPENSES (BY MINOR CODE):

0  -   ADMINISTRATVE         51,765    57,570     67,670    67,670     59,164    51,468  
18 -   CAM (OUTSIDE)        133,278    68,997     53,541    53,541     77,098    53,198  
19 -   MAM (INSIDE)          91,932    55,243     70,156    78,156     62,114    66,154  
31 -   CENTRAL PLANT              0         0          0         0          0         0  
32 -   CAM SPECIAL                0         0          0         0          0         0  
33 -   OPERATING (TENANT)    73,066    70,023     71,737    73,121     82,619    89,311  
34 -   OPERATING (MALL)           0         0          0         0          0         0  
35 -   FOOD COURT                 0         0          0         0          0         0  
REAL ESTATE TAXES           546,653         0      2,000         0          0         0  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
  TOTAL EXPENSES            896,693   251,033    454,772   272,400    280,995   260,132  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
    NET OPERATING INCOME    (46,653)  587,934    392,701   609,155    664,620   700,351  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
MORTGAGE INTEREST           323,686   323,512    323,337   323,160    322,981   322,000  
MORTGAGE PRINCIPAL           10,147    18,321     10,497    18,674     10,053    19,033  
ADDT'L MORTGAGE INTEREST          0         0          0   333,010          0         0  
LAND RENT                         0         0          0         0          0         0  
ADDT'L LAND RENT                  0         0          0         0          0         0  
OTHER INT EXPENSE                 0         0          0         0          0         0  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
    SUB-TOTAL 
      OPERATING C.F.       (388,486)  246,101     50,867  (65,689)    322,786   358,518  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
55 - NET MKT'G FUND               0         0          0         0          0         0  
NET MEDIA FUND                    0         0          0         0          0         0  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
    OPERATING CASH FLOW    (388,486)  246,101     50,867  (65,689)    322,786   358,518  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
TENANT IMPROVEMENTS           2,300         0          0    33,400          0         0  
CAPITAL IMPROVEMENTS         96,725         0    195,550         0          0         0  
LEASE COMMISSIONS                 0         0          0         0          0         0  
- -------------------------- --------- --------- ---------- --------- ---------- --------- 
         CASH FLOW         (487,511)  246,101  (144,683)  (99,089)    322,786   358,518  
========================== ========= ========= ========== ========= ========== ========= 


<CAPTION>
========================== ========= ========== ========= ========== ========= ========= ==========     
                             Jul-96    Aug-96     Sep-96    Oct-96     Nov-96    Dec-96     TOTAL        
========================== ========= ========== ========= ========== ========= ========= ==========     
<S>                         <C>        <C>       <C>        <C>       <C>       <C>      <C>            
INCOME :                                                                                                
RENTAL INCOME               529,067    534,482   534,482    547,419   583,714   591,200  6,375,407      
PERCENTAGE RENT              30,157     39,594    24,436     39,072    66,605    89,971    325,023      
COMMON AREA                 160,345    162,472   162,472    162,498   167,849   167,849  1,951,106      
FOOD COURT                        0          0         0          0         0         0          0      
REAL ESTATE TAXES            49,382     50,169    50,169     50,212    52,194    52,194    713,290      
UTILITY                     143,979    145,813   145,813    145,918   150,533   160,703  1,750,958      
OTHER TENANT                 33,720          0         0          0         0         0     33,720      
MISCELLANEOUS                     0          0         0          0         0         0          0      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
  TOTAL INCOME              946,650    932,530   917,372    945,119 1,020,895 1,061,917 11,149,504     
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
                                                                                                        
EXPENSES (BY MINOR CODE):                                                                               
                                                                                                        
0  -   ADMINISTRATVE         54,150     55,955    53,576     69,739    61,217    50,936    701,206      
18 -   CAM (OUTSIDE)         63,755     58,027    53,044     54,248    78,591    52,095    885,501      
19 -   MAM (INSIDE)         117,540     64,112    63,565     60,748    60,841    62,007    973,354      
31 -   CENTRAL PLANT              0          0         0          0         0         0          0      
32 -   CAM SPECIAL                0          0         0          0         0         0          0      
33 -   OPERATING (TENANT)   123,322     91,664    91,553     84,428    89,885    77,045  1,017,774      
34 -   OPERATING (MALL)           0          0         0          0         0         0          0      
35 -   FOOD COURT                 0          0         0          0         0         0          0      
REAL ESTATE TAXES                 0          0         0          0         0         0    548,653      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
  TOTAL EXPENSES            358,776    269,759   262,539    269,164   298,534   250,883  4,126,568      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
    NET OPERATING INCOME    587,874    662,771   654,033    675,955   722,361   811,034  7,022,936      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
MORTGAGE INTEREST           322,618    322,433   322,247    322,060   321,070   321,679  3,072,383      
MORTGAGE PRINCIPAL           19,216     19,400    19,586     19,774    19,963    20,154    229,618      
ADDT'L MORTGAGE INTEREST          0          0         0          0         0         0    333,010      
LAND RENT                         0          0         0          0         0         0          0      
ADDT'L LAND RENT                  0          0         0          0         0         0          0      
OTHER INT EXPENSE                 0          0         0          0         0         0          0      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
    SUB-TOTAL 
      OPERATING C.F.        246,040    320,938   313,000    334,121   380,528   469,201  2,587,925 
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
55 - NET MKT'G FUND               0          0         0          0         0         0          0      
NET MEDIA FUND                    0          0         0          0         0         0          0      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
    OPERATING CASH FLOW     246,040    320,938   313,000    334,121   380,528   469,201  2,587,925      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
TENANT IMPROVEMENTS               0          0         0     50,000         0         0     85,700      
CAPITAL IMPROVEMENTS              0          0         0          0         0         0    292,275      
LEASE COMMISSIONS                 0          0         0          0         0         0          0      
- -------------------------- --------- ---------- --------- ---------- --------- --------- ----------     
    CASH FLOW               246,040    320,938   313,000    284,121   380,528   469,201  2,209,950      
========================== ========= ========== ========= ========== ========= ========= ==========     
</TABLE>


<PAGE>


PAGE B-2                          Co. #  :  9120       DATE:    06-Sep-95   
1996 COMMERCIAL OPERATING BUDGET                       Property : NORTHPARK MALL
Sg. Ft.  :  311, 458                                   06:37 AM

<TABLE>
<CAPTION>
============================== ========= ========= ========= ========= ========= ========= ========= ========== 
                                Jan-96    Feb-96    Mar-96    Apr-96    May-96    Jun-96    Jul-96    Aug-96    
============================== ========= ========= ========= ========= ========= ========= ========= ========== 
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>      
INCOME :                    
RENTAL INCOME                   496,937   496,135   500,529   517,442   521,273   522,727   529,067    534,482  
PERCENTAGE RENT                   1,364     3,260     6,639     9,357     5,590     8,978    30,157     39,594  
COMMON AREA INCOME              165,360   153,993   153,950   163,690   165,310   165,310   160,345    162,472  
FOOD COURT INCOME                     0         0         0         0         0         0         0          0  
REAL ESTATE TAX INCOME           47,041    47,043    47,239    48,719   109,463   109,463    49,202     50,169  
UTILITY INCOME                  139,336   139,336   139,106   142,435   143,979   184,005   143,979    145,813  
OTHER TENANT CHARGES                  0         0         0         0         0         0    33,720          0  
MISCELLANEOUS INCOME                  0         0         0         0         0         0         0          0  
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
TOTAL INCOME                    850,040   839,767   847,473   881,643   945,615   960,483   946,650    932,530  
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 

EXPENSES:

Advertisting / Promotion            175     1,375       225     1,675       175       225       209        959  
Administrative                    4,512     3,190     3,991     3,619     7,065     4,241     1,619      3,565  
Janitorial/Cleaning              10,087    10,087    19,232    10,087    18,087    18,087    18,087     10,087  
Building Decorating               4,870       320    84,445       720       720       320       320        320  
Lawn Maintenance                  7,323     7,923    24,523    17,323     7,453     7,861     7,453      7,881  
Security                          6,680     2,705     2,540     2,455     3,395     2,455     2,545      2,705  
Rubbish Removal                   4,110     4,110     4,110     4,110     4,110     4,110     4,110      4,110  
Snow Removal                          0         0         0         0         0         0         0          0  
Parking Lot reairs & Maint       83,781     7,661     3,161     3,161     9,161     3,161    13,311      3,161  
building repairs & Maint         40,873    15,723   131,473    33,538    14,698    14,698    18,629     12,269  
Payroll - Salary / Bonus         33,357    46,679    34,677    34,677    51,765    34,428    34,428     34,428  
Payroll - Taxes / Insurance       6,671     9,336     6,935     6,935    10,353     6,006     6,886      6,886  
Other Operating Expenses          9,340     8,765     8,741     9,707     8,961     8,836    11,039     10,405  
Management Fees                  19,932    19,976    20,287    21,072    21,075    21,260    22,369     22,963  
General Insurance                     0         0         0         0         0         0    81,010      5,121  
Professional Services            11,360    11,360    11,360    26,360    11,360    11,360    11,360     11,360  
Utiltiy - Electricity            94,305    91,291    92,771    94,987   108,240   116,425   116,570    119,939  
        - Gas/Fuel                    0         0         0         0         0         0         0          0  
        - Water/Sewer             4,664     3,332     4,301     4,062     4,377     5,751     6,023      5,600  
Real Estate Taxes (Include.     546,653         0     2,000         0         0         0         0          0  
Consultant Fees)
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
TOTAL EXPENSES                  896,693   251,033   454,772   272,488   280,995   260,132   358,776    269,759  
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
     NET OPERATING INCOME       (46,653)  587,934   392,701   609,155   664,620   700,351   587,874    662,771  
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
Mortgage Interest               323,686   323,512   323,337   323,160   322,981   322,800   322,618    322,433  
Mortgage Principal               10,147    10,321    10,497    18,674    10,053    19,033    19,216     19,400  
Additional Mortgage Interest          0         0         0   333,010         0         0         0          0  
Land Rent                             0         0         0         0         0         0         0          0  
Additional Rent                       0         0         0         0         0         0         0          0  
Other Intrest Expense                 0         0         0         0         0         0         0          0  
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
     SUB-TOTAL OPERATING       (388,486)  246,101    50,067   (65,689)  322,786   358,518   246,040    320,938  
CASH FLOW
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
NET MARKETIG FUND (Rec/Disb)          0         0         0         0         0         0         0          0  
NET MEDIA FUND (Rec/Disb)                                                                                       
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
OPERATING CASH FLOW            (388,486)  246,101    50,867   (65,689)  322,786   358,518   246,040    320,938  
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
Tenant Improvements               2,300         0         0    33,400         0         0         0          0  
Capital Improvements             96,725         0   195,550         0         0         0         0          0  
Lease Commissions                     0         0         0         0         0         0         0          0  
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
CASH FLOW                      (487,511)  246,101  (144,683)  (99,089)  322,786   358,518   246,040    320,938  
============================== ========= ========= ========= ========= ========= ========= ========= ========== 


<CAPTION>
============================== ========= ========= =========== =========== ============ =========== ========== 
                                Sep-96    Oct-96      Nov-96      Dec-96       TOTAL        1995       1996      
                                                                                            PROJ       RECOV    
============================== ========= ========= =========== =========== ============ =========== ========== 
<S>                             <C>       <C>         <C>         <C>       <C>          <C>        <C>         
INCOME :                                                                                                  
RENTAL INCOME                   534,402   547,419     583,714     591,200    6,375,407   5,859,559           
PERCENTAGE RENT                  24,436    39,072      66,605      89,971      325,023     383,481            
COMMON AREA INCOME              162,472   162,498     167,849     167,849    1,951,106   1,603,516           
FOOD COURT INCOME                     0         0           0           0            0           0            
REAL ESTATE TAX INCOME           50,169    50,212      52,194      52,194      713,290     373,950            
UTILITY INCOME                  145,813   149,918     150,533     160,703    1,750,958   1,543,540           
OTHER TENANT CHARGES                  0         0           0           0       33,720      32,115            
MISCELLANEOUS INCOME                  0         0           0           0            0           0            
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
TOTAL INCOME                    917,372   945,119   1,020,895   1,061,917   11,149,504   9,796,177           
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
                                                                                                          
EXPENSES:                                                                                                 
                                                                                                          
Advertisting / Promotion            259       209         209         259        5,954       6,846      3,804  
Administrative                    4,241     3,369       3,190       4,366       40,968      50,806     13,752  
Janitorial/Cleaning              19,232    18,087      19,587      19,587      222,234     221,852    222,334  
Building Decorating                 320       320         320         320       93,315      10,067     91,875  
Lawn Maintenance                  7,623     7,881      10,423       9,023      113,510      98,793    113,510  
Security                          2,500     3,325       3,350       2,455       37,110      30,085     37,110  
Rubbish Removal                   4,110     4,110       4,110       4,110       49,320      48,846     49,320  
Snow Removal                          0         0           0           0            0           0          0  
Parking Lot reairs & Maint        3,161     3,161      10,661       3,161      146,702     124,594    146,702  
building repairs & Maint         11,079    12,729      14,229      11,979      331,917     262,482    322,317  
Payroll - Salary / Bonus         34,428    34,420      51,779      34,677      459,751     440,200    430,557
Payroll - Taxes / Insurance       6,006     6,886      10,356       6,935       91,951      88,040     86,111  
Other Operating Expenses          9,606     9,630       9,951       9,951      114,940     100,627        899  
Management Fees                  22,356    23,460      26,013      27,246      268,017     249,722          0  
General Insurance                     0         0           0           0       86,939      82,798     86,939 
Professional Services            11,360    26,360      11,360      11,360      166,320     177,139          0 
Utiltiy - Electricity           119,059   110,586     110,360      99,591    1,282,124   1,226,100  1,282,124 
           - Gas/Fuel                 0         0           0           0            0           0          0
           -Water/Sewer           6,319     4,615       4,636       5,063       50,743      52,227    58,743
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
Real Estate Taxes (Include.           0         0           0           0      548,653     400,905    548,653 
Consultant Fees)                                                                                          
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
TOTAL EXPENSES                  262,539   269,164     298,534     250,883    4,126,568   3,672,129  3,494,750           
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
     NET OPERATING INCOME       654,033   675,955     722,361     811,034    7,022,936   6,124,048           
- ------------------------------ --------- --------- --------- --------- --------- --------- --------- ---------- 
Mortgage Interest               322,247   322,060     321,070     321,679    3,072,383   3,897,215          0  
Mortgage Principal               19,586    19,774      19,963      20,154      229,610     204,785          0  
Additional Mortgage Interest          0         0           0           0      333,010     205,508          0  
Land Rent                             0         0           0           0            0           0          0  
Additional Rent                       0         0           0           0            0           0          0  
Other Intrest Expense                 0         0           0           0            0           0          0  
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
     SUB-TOTAL OPERATING        313,000   334,121     380,520     469,201    2,507,925   1,816,540           
CASH FLOW                                                                                                 
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
NET MARKETIG FUND (Rec/Disb)          0         0           0           0            0                      
NET MEDIA FUND (Rec/Disb)                                                            0                      
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
OPERATING CASH FLOW             313,000   334,121     380,520     469,201    2,507,925   1,816,540           
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
Tenant Improvements                   0    50,000           0           0       85,700   1,292,306          0  
Capital Improvements                  0         0           0           0      292,275      74,500          0  
Lease Commissions                     0         0           0           0            0           0          0  
- ------------------------------ --------- --------- ----------- ----------- ------------ ----------- ---------- 
CASH FLOW                       313,000   284,121     380,520     469,201    2,209,950     449,734            
============================== ========= ========= =========== =========== ============ =========== ========== 
</TABLE>


<PAGE>



           =========================================================
                                   Rent Roll
           =========================================================


<PAGE>

<TABLE>
<CAPTION>
MAR 11, 1996 10:34                             PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 1
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease     Annual Base Rent          Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
K1-06     TELECOMM SOUTH            0         NOV 01,95
                                              OCT 31,95

K2        VACANT UNIT               0

K3-02     BIANCA BARE               0         JAN 01,95                                            CAM FIXED           .0000
                                              DEC 31,95                                            RET FIXED           .0000

K4-05     CREATIONS UNLIMIT         0         APR 01,95                                 130,000    CAM FIXED           .0000
                                              MAR 31,96                                   10.00    RET FIXED           .0000

K5        VACANT UNIT               0

K6        VACANT UNIT               0

K7        VACANT UNIT

K8        VACANT UNIT

K9        VACANT UNIT

K10       VACANT UNIT

K12       VACANT UNIT

K13-01    DEPOSIT GUARANTY                    AUG 01,94

                                              JUL 31,95                                            CAM FIXED           .0000

K14       VACANT UNIT                                                                              RET FIXED           .0000
K15       VACANT UNIT
K16       VACANT UNIT
K17       VACANT UNIT
K18       VACANT UNIT

K19-01    FISHER GUARANTY                     JUN 01,95                                            CAM FIXED           .0000
                                              MAY 31,96                                            RET FIXED           .0000
K20       VACANT UNIT
K21       VACANT UNIT

0102-01   FISHER DEVELOPMENT

0102-01   EDDIE BAUER #318      5,792         MAY 01,93    136,459  MAY 01,93  23.56  2,729,190    CAM PR+15%NTM     .022975
                                              JAN 31,04                                    5.00    RET PR-80%CAP     .022975
                                                                                      (STEP UP)

110       VACANT UNIT               0
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996 10:34                             PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 2
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease     Annual Base Rent          Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
0112      VACANT UNIT                2,395                                                           
0114-03   U S MALE                   1,761    NOV 15,89   40,000  JAN 01,93  22.71    727,274        CAM FIXED       .0000        
                                              DEC 31,99   42,000  JAN 01,97  23.85       5.50        RET PR-GLA      .005815      
                                                                                    (STEP-UP)                                   
                                                                                                                                
0202-02   CASUAL CORNER #45          3,670    SEP 26,94   84,410  SEP 01,94  23.00  1,688,200        CAM PR+15%NOM   .014558      
                                              SEP 30,04   91,749  OCT 01,97  25.00     5.00          RET PR-NOR      .014558    
                                                          99,090  OCT 01,01  27.00  (STEP-UP)                                      
                                                                                                                                  
0204-02   GAP, THE #5602             8,785    MAY 22,95  351,399  MAY 01,95  40.00  7,028,000        CAM PR+15%NOM       P/R      
                                              MAY 31,03                                6.00          RET PR-90%CAP       P/R      
                                                                                    (STEP-UP)                                     
                                                                                                                                  
0210-02   ULMER'S STRIDE RI          1,100    OCT 01,94   45,000  OCT 01,94  40.91    750,000        CAM PR15%NOM    .004721      
                                              SEP 30,04   49,999  OCT 01,99  45.45       6.00        RET PR          .004721      
                                                                                    (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
0212-02   AMERICAN EAGLE OU          3,830    APR 07,90   76,599  JUN 01,90  20.00  1,276,667        CAM PR+15%NTM   .014969      
                                              JAN 31,01                                  6.00        RET PR-80%CAP   .014969      
                                                                                    (STEP-UP)                                     
0214      VACANT UNIT                3,369                                                                                        
                                                                                                                                  
0216-02   DISNEY STORE, THE          3,716    OCT 12,93   81,752  OCT 01,93  22.00  2,043,800        CAM PR15%NOM    .013634      
                                              OCT 31,03   89,184  NOV 01,98  24.00       4.00        RET PR-90%CAP   .013634      
                                                                                    (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
0226-02   LANE BRYANT                6,364    JUL 01,94  140,007  JUL 01,94  22.00  2,800,160        CAM PR15%NOM    .023350      
                                              JUL 31,06                                  5.00        RET PR          .210115    
                                                                                    1,626,394                           
                                                                                         5.00
                                                                                                                                  
0228-02   EXPRESS                    8,730    NOV 17,94  192,060  NOV 01,94  22.00  3,841,200        CAM PR15%NOM    .032031      
                                              JAN 31,07                                  5.00        RET PR-GLA      .028828      
                                                                                    (STEP-UP)                                     
                                                                                                                                  
0230-02   THINGS REMEMBERED          1,250    JUN 06,90   35,000  JUL 01,95  28.00    437,500        CAM PR15%NTM    .004886      
                                              JUN 30,00                                  8.00        RET PR-75%CAP   .004886      
                                                                                                                                  
0232-05   FRIEDMAN'S                   904    NOV 17,95   50,000  NOV 01,95  55.31    833,333                                     
                                              DEC 31,05   54,999  NOV 01,98  60.84       6.00                                     
                                                          60,000  NOV 01,02  66.37  (STEP-UP)                                     
                                                                                                                                  
0234-01   MOTHERHOOD                 1,191    MAR 15,89   26,204  APR 01,89  22.00    436,700        CAM PR+15NTMJ   .004655      
                                              MAR 31,99                                  6.00        RET PR-80%CAP   .004655      
                                                                                                                                  
0236-01   FOOTLOCKER #7644           3,451    NOV 01,91   90,000  NOV 01,91  26.08  1,500,000        CAM PR+15%NTM   .013689      
                                              OCT 31,01                                  6.00        RET PR-80%CAP   .013689      
                                                                                    (STEP-UP)                                     
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 3
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease     Annual Base Rent          Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
0238-01   RADIO SHACK                2,737    SEP 12,84   42,423  OCT 01,92  15.50    750,587        CAM PR+15%NTM   .010633      
                                              SEP 30,96                                  3.00        RET PR          .010633      
                                                                                         G02                                      
                                                                                      620,000                                     
                                                                                         1.00                                     
                                                                                         G07                                      
                                                                                                                                  
0242-01   LENS CRAFTERS              6,500    FEB 15,88   78,000  MAR 01,95  12.00  1,950,000        CAM PR+15%NTM   .025405      
                                              FEB 28,98                                  4.00        RET PR-75%CAP   .025405      
                                                                                                                                  
0302      VACANT UNIT                2,810                                                                                        
                                                                                                                                  
0304-02   MASTER CUTS FAMILY         1,095    MAR 01,95   32,000  MAR 01,95  29.22    533,333        CAM PR+15%NOM       P/R      
                                              FEB 28,05   36,000  MAR 01,99  32.88       6.00        RET PR-70%CAP       P/R      
                                                          39,999  MAR 01,02  36.53  (STEP UP)                                     
                                                                                                                                  
0306-01   PET CONNECTION             1,962    NOV 15,89   23,544  DEC 01,89  12.00    392,400        CAM PR+15%NTM   .007668      
                                              DEC 31,99                                  6.00        RET PR          .007668      
                                                                                    (STEP UP)                                     
                                                                                                                                  
0308-02   GENERAL NUTRITION          1,951    OCT 01,94   48,774  OCT 01,94  25.00    696,785        CAM PR+15%NOM   .008373      
                                              SEP 30,04   52,677  OCT 01,97  27.00       7.00        RET PR-80%CAP   .008373      
                                                          56,579  OCT 01,01  29.00  (STEP UP)                                     
                                                                                                                                  
0310-02   BLOCKBUSTER MUSIC          1,860    FEB 01,92   52,080  OCT 01,94  28.00    868,000        CAM PR+15%NOM   .006825      
                                              MAR 16,00                                  6.00        RET PR-90%CAP   .006825      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0314-01   CHICK-FIL-A                2,370    SEP 12,84   42,660  OCT 01,86  18.00    711,000        CAM PR+15%NTM   .008238      
                                              SEP 30,99   47,400  OCT 01,97  20.00       6.00        RET PR-95%CAP   .008238      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0316-02   GYMBOREE #198              1,200    OCT 16,94   47,000  OCT 01,94  39.17    940,000        CAM PR+15%NOM   .004975      
                                              JAN 31,05   48,999  FEB 01,98  40.83       5.00        RET PR-85%CAP   .004975      
                                                          51,000  FEB 01,02  42.50   (STEP-UP)                                     
                                                                                                                                  
0318-02   BODY SHOP, THE               675    JUN 01,94   36,006  JUN 01,94  53.34    720,000        CAM PR+15%NOM   .002897      
                                              MAY 31,04   38,000  JUN 01,97  56.30       5.00        RET PR-80%CAP   .002897      
                                                          39,999  JUN 01,01  59.26   (STEP-UP)                                     
                                                                                                                                  
0320-02   KIDS FOOTLOCKER #          1,701    FEB 01,92   50,000  FEB 01,92  29.39    833,334        CAM PR+15%NOM   .006747      
                                              JAN 31,02                                  6.00        RET PR-80%CAP   .006747      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0402-02   KIRKLAND'S                 4,096    OCT 01,93   90,111  OCT 01,94  22.00  1,501,866        CAM PR+15%NOM   .017578      
                                              JAN 31,03                                  6.00        RET PR-80%CAP   .017578      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 4
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease     Annual Base Rent          Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
0406-07   SPORTS AVE.                1,396    NOV 11,95   41,880  NOV 01,95  30.00    795,528                                     
                                              AUG 31,05   48,860  SEP 01,00  35.00       8.00                                     
                                                                                     (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
0408-01   MERLE NORMAN                 668    NOV 01,86   16,700  NOV 01,91  25.00    238,571        CAM PR+15%NTM   .002611      
                                              OCT 31,96                                  7.00        RET PR          .002611      
                                                                                                                                  
0410-01   CALIFORNIA NAILS             562    SEP 22,94   15,022  SEP 01,94  26.73    150,222        CAM PR+15%NOM&  .002412      
                                              OCT 31,97                                 10.00        RET PR          .002412      
                                                                                                                                  
0412-01   BENTLEY'S LUGGAGE         34,471    MAR 27,94   55,536  APR 01,94  16.00  1,110,720        CAM PR+15%NOM&  .014896      
                                              DEC 31,03   62,478  APR 01,99  18.00       5.00        RET PR-70%CAP   .014896      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0502-01   SHOE DEPT, THE             3,668    NOV 23,93   69,692  JUN 01,94  19.00  1,412,532        CAM PR+15%NTM&  .015742      
                                              JAN 31,04   80,696  DEC 01,96  22.00       5.00        RET PR-70%CAP   .015742      
                                                          91,700  DEC 01,00  25.00   (STEP-UP)                                     
                                                                                                                                  
0506-01   EVERYTHING'S A DO          2,611    JUL 31,88   46,998  AUG 01,88  18.00    939,960        CAM PR+15%NTM&  .009580      
                                              JAN 31,99                                  5.00        RET PR-90%CAP   .009580      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0508-01   PAYLESS SHOE SOURCE        2,924    NOV 19,87   49,707  DEC 01,87  17.00    828,466        CAM PR+15%NTM&  .011360      
                                              NOV 30,97                                  6.00        RET PR-85%CAP   .011360      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0510-01   AFTERTHOUGHTS              1,065    OCT 01,94   36,000  OCT 01,94  33.80    450,000        CAM PR+15%NOM&  .004571      
                                                                                         8.00        RET PR-80%CAP   .004571      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0512-02   FAMILY BOOKSTORES          2,296    NOV 01,94   41,400  JAN 01,95  18.03    690,000        CAM PR+15%NOM   .008974      
                                              DEC 31,06   46,000  JAN 01,97  20.03       6.00        RET PR-80%CAP   .008974      
                                                          50,600  JAN 01,99  22.04   (STEP-UP)                                     
                                                                                                                                  
0602-04   STRUCTURE                  5,337    OCT 01,93  106,740  OCT 01,95  20.00  2,134,800        CAM PR+15%NOM   .019582      
                                              JAN 31,06  117,414  OCT 01,99  22.00       5.00        RET PR-GLA      .017624      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0606-03   ELECTRONICS BOUTI            987    MAY 01,92   23,525  MAY 01,92  23.83    336,072        CAM PR+15%NOM   .003915      
                                              APR 30,02   35,000  MAY 01,97  35.46       7.00        RET PR-75%CAP   .003915      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0608-02   SUNGLASS HUT INT'L.          620    MAR 01,96   45,000  MAR 01,96  72.58                                                
                                              JAN 31,06                                                                           
                                                                                                                                  
                                                                                                                                  
0610-02   BARNIES COFFEE &             551    DEC 01,88   25,000  JAN 01,93  45.37    357,144        CAM PR+15%NTM   .002154      
                                              DEC 31,96                                  7.00        RET PR-80%CAP   .002154      
                                                                                                                                  
0612      VACANT UNIT                  600                                                                                        
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 5
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease     Annual Base Rent          Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
0614-02   SPACE PORT II #13          2,320    NOV 16,84                                              CAM PR+15%NTM   .009067      
                                              NOV 30,95                                              RET PR-80%CAP   .009067      
                                                                                                                                  
0708-02   WARNER BROS.               7,414    APR 07,95  185,349  APR 01,95  25.00  3,707,000        CAM PR+15%NOM       P/R      
                                              MAR 31,07                                  4.00        RET PR-80%CAP       P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0718-02   GAP KIDS/BABY GAP          5,093    MAR 30,95  149,123  MAR 01,95  29.28  2,982,460        CAM PR+15%NOM       P/R      
                                              MAR 31,00  157,933  APR 01,99  31.01       6.00        RET PR-90%CAP       P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0724-02   BANANA REPUBLIC            5,112    MAR 30,95  132,912  MAR 01,95  26.00  2,658,240        CAM PR+15%NOM       P/R      
                                              MAR 31,00  143,136  APR 01,99  28.00       6.00        RET PR-90%CAP       P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0732-02   BATH & BODY                2,527    MAR 25,95   68,229  APR 01,95  27.00  1,364,580        CAM PR+15%NOM       P/R      
                                              MAR 31,05                                  5.00        RET PR-GLA          P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0736-01   J RIGGINS #1525            2,302    MAR 06,85   40,284  APR 01,93  17.50    805,700        CAM PR+15%NTM   .008131      
                                              JAN 31,04   59,852  APR 01,97  26.00       5.00        RET PR-80%CAP   .009131      
                                                          64,455  APR 01,00  28.00   (STEP-UP)                                     
                                                          69,060  APR 01,02  30.00                                                
                                                                                                                                  
0738-02   VICTORIA'S SECRET          5,764    OCT 29,92  126,807  OCT 01,92  22.00  2,536,160        CAM PR90%NOM    .021149      
                                              JAN 31,05  138,336  NOV 01,98  24.00       5.00        RET PR-GLA      .019034      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0802-01   COOK AND LOVE              1,836    JUL 15,87   36,720  AUG 01,94  20.00    734,400        CAM PR+15%NTM   .007176      
                                              JUL 31,97                                  6.00        RET PR-75%CAP   .007176      
                                                                                                                                  
                                                                                                                                  
0804-02   WICKS N STICKS               772    SEP 26,94   32,000  OCT 01,94  41.45    400,000        CAM PR15%NOM    .003313      
                                              SEP 30,04   33,999  OCT 01,97  44.04       8.00        RET PR          .003313      
                                                          36,000  OCT 01,01  46.63   (STEP-UP)                                     
                                                                                                                                  
0806      VACANT UNIT                1,514                                                                                        
                                                                                                                                  
0808-04   SOFTWARE, ETC.             1,106    APR 01,94   42,999  APR 01,94  38.88    860,000        CAM PR15%NOM    .004747      
                                              MAR 31,04   45,000  APR 01,97  40.69       5.00        RET PR-80%CAP   .004747      
                                                          47,000  APR 01,01  42.50   (STEP-UP)                                     
                                                                                                                                  
0810-02   TRADITIONAL JEWEL          1,037    JUL 01,92   38,000  JUN 01,94  36.64    633,333        CAM PR15%NOM    .004114      
                                              MAY 31,97                                  6.00        RET PR-75%CAP   .004114      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0812-03   WILLIAMS SONOMA            3,838    OCT 14,95   76,760  NOV 01,95  20.00  1,535,200                                     
                                              JAN 31,08                                  5.00                                     
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 6
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease     Annual Base Rent          Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
0814-02   LIMITED TOO #315           4,055    MAR 01,95  101,375  MAR 01,95  25.00  2,534,375        CAM NO LEASE                 
                                              FEB 28,07                                  4.00        RET NO LEASE        P/R      
                                                                                    (STEP-UP)                            P/R      
                                                                                                                                  
0816-02   LIMITED, THE               7,280    JUN 16,94  160,160  JUN 01,95  22.00  4,004,000        CAM PR15%NOM    .026711      
                                              JUN 30,06                                  4.00        RET PR-GLA      .024040      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0819-01   LAURA ASHLEY               1,882    APR 10,87   33,392  MAY 01,92  17.74    667,846        CAM PR15%NOM    .007311      
                                              JAN 31,98                                  5.00        RET PR-85%CAP   .007311      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0820-02   COUNTY SEAT #476           4,340    NOV 21,94  125,860  NOV 01,94  29.00  2,097,666        CAM PR15%NOM&   .018626      
                                              OCT 31,06  134,540  DEC 01,97  31.00       6.00        RET PR-80%CAP   .018626      
                                                         143,220  DEC 01,01  33.00   (STEP-UP)                                     
                                                                                                                                  
0822-02   BOMBAY COMPANY, T          4,655    NOV 11,94  111,720  NOV 01,94  24.00  1,862,000        CAM PR15%NOM&   .019977      
                                              OCT 31,06  123,360  NOV 01,97  26.50       6.00        RET RP80%CAP    .019977      
                                                         134,994  NOV 01,01  29.00   (STEP-UP)                                     
                                                                                                                                  
0824-01   PAUL HARRIS                4,082    MAR 14,85   61,230  APR 01,95  15.00  1,224,600        CAM PR+15%NTM   .015954      
                                              MAR 31,97                                  5.00        RET PR          .015954      
                                                                                                                                  
0826-02   VACANT                     3,289                                            225,600        CAM FIXED       .000000      
                                                                                        10.00        RET FIXED       .000000      
                                                                                                                                  
0828      VACANT UNIT                4,898                                                                                        
                                                                                                                                  
1002-01   MOLE HOLE, THE             2,442    SEP 01,87   39,072  SEP 01,95  16.00    651,200        CAM PR+15%NTM   .009544      
                                              AUG 31,97                                  6.00        RET PR          .009544      
                                                                                                                                  
                                                                                                                                  
1004      VACANT UNIT                1,350                                                                                        
                                                                                                                                  
1008      SBARRO'S #164              1,569    OCT 17,94   39,999  NOV 01,94  25.49    500,000        CAM PR+15%NTM   .006224      
                                              SEP 30,04                                  8.00        RET PR-80%CAP   .006224      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
1010-02   SOUTHPORT                    820    OCT 01,95                                39,375        CAM FIXED         .0000      
                                              MAR 31,96                                 12.00        RET FIXED         .0000      
                                                                                                                                  
1012-01   RUBY TUESDAY               4,455    JUL 23,85   69,052  AUG 01,87  15.50  1,381,050        CAM PR+15%NTM   .015486      
                                              JUL 31,00   73,507  AUG 01,98  16.50       5.00        RET PR-95%CAP   .015486      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
0102-03   ARBY'S                     1,995    OCT 15,94                                     0        CAM PR+15%NTM   .007914      
                                              DEC 31,04                                  6.00        RET PR-80%CAP   .007914      
                                                                                                                                  
                                                                                                                                  
0104-01   MORRISON CAFETERIA         8,694    SEP 12,84   73,899  SEP 01,84   8.50  1,477,980        CAM PR+15%NTM   .030220      
                                              SEP 30,04                                  5.00        RET PR-95%CAP   .030220      
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 7
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease         Annual Base Rent      Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C>      <C>
1106-02   TROPIC SUN FRUIT             397    DEC 01,91   20,000  JAN 01,95  50.38    200,000        CAM PR+15%NTM   .001552        
                                              DEC 31,00                                 10.00        RET PR          .001552        
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
1108-02   REEDS JEWELERS             1,073    FEB 01,95   60,000  FEB 01,95  55.92  1,000,000        CAM PR15%NOM&   .003937      
                                              JAN 31,95                                  6.00        RET  PR-80%CAP  .003937      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
1110-02   PETITE SOPHISTICA          2,064    MAY 01,93   48,000  MAY 01,93  23.26    986,849        CAM PR+15%NTM   .008187      
                                              APR 30,04   50,000  MAY 01,96  24.22       5.00        RET  PR-80%CAP  .008187      
                                                          52,000  MAY 01,00  25.19   (STEP-UP)                                     
                                                                                                                                  
1114-03   NINE WEST #7355            1,206    APR 12,95   45,225  MAY 01,95  37.50    753,750        CAM PR+15%NOM       P/R      
                                              MAR 31,05                                  6.00        RET  PR-80%CAP      P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
1118-01   ANN TAYLOR                 5,427    SEP 06,95  135,675  OCT 01,95  25.00  2,713,500        CAM PR+15%NOM       P/R      
                                              JAN 31,06                                  5.00        RET  PR-85%CAP      P/R      
                                                                                     (STEP-UP)                                   
                                                                                                                                  
1120      VACANT UNIT                2,087                                                                                        
                                                                                                                                  
1122-03   LYNN'S HALLMARK  S         2,724    JUL 01,93   51,756  JUL 01,93  19.00    822,516        CAM PR15%NOM&   .01169      
                                              DEC 21,04   57,204  OCT 01,96  21.00       7.00        RET  PR-80%CAP  .01169      
                                                          62,652  OCT 01,99  23.00   (STEP-UP)                                     
                                                          67,500  OCT 01,02  24.78                                                
                                                                                                                                  
1202-04   NATURE COMPANY             1,694    OCT 17,92   45,000  NOV 01,94  26.56  1,135,616        CAM PR15%NOM&   .00727      
                                              JAN 31,05   50,000  DEC 01,96  29.52       4.00        RET  PR80%CAP   .00727      
                                                          58,239  DEC 01,01  34.38   (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
1204-02   CRABTREE & EVELYN          1,015    NOV 19,94   39,999  NOV 01,94  39.41    666,667        CAM PR15%NOM&   .004356      
                                              DEC 31,04   45,000  DEC 01,97  44.33       6.00        RET  PR-80%CAP  .004356      
                                                          50,000  DEC 01,01  49.26   (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
1206-01   FREDERICK'S OF HOLLYWOOD   1,015    MAY 15,90   30,450  JUN 01,90  30.00    435,000        CAM PR+15%NTM   .003967      
                                              JAN 31,99                                  7.00        RET PR-70%CAP   .003967      
                                                                                                                                  
1208-02   EASY SPIRIT #6211          1,040    JUL 28,95   43,680  AUG 01,95  42.00    728,000        CAM PR+15%NOM       P/R      
                                              JAN 31,05                                  6.00        RET PR-80%CAP       P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
1210-01   5 - 7 - 9    SHOP #232     1,363    SEP 12,84   23,171  SEP 01,84  17.00    386,183        CAM PR+15%NTM   .004738      
                                              SEP 30,96                                  6.00        RET PR-95%CAP   .004738      
                                                                                                                                  
1212-01   JEANS WEST #60104          1,310    SEP 12,84   22,269  SEP 01,84  17.00    371,167        CAM PR+15%NTM   .004554      
                                              SEP 30,96                                  6.00        RET PR-95%CAP   .004554      
                                                                                                                                  
1213-01   SUNGLASS HUT SPORT           570    JAN 26,96   42,000  JAN 01,96  73.68                                                
                                              JAN 31,06                                                                           
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 8
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease        Annual Base Rent       Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
1214      VACANT UNIT                  154                                                                                        
                                                                                                                                  
                                                                                                                                  
1216-01   LERNER'S                   5,354    FEB 27,86   91,017  MAR 01,96  17.00  1,820,360        CAM PR+15%NTM   .019644      
                                              FEB 28,98                                  5.00        RET PR-90%CAP   .019644      
                                                                                                                                  
1220-01   FINISH LINE                6,255    NOV 15,95  100,080  NOV 01,95  16.00  1,668,000                                     
                                              OCT 31,05  112,590  NOV 01,98  18.00       6.00                                     
                                                         125,100  NOV 02,02  20.00   (STEP-UP)                                    
                                                                                                                                  
                                                                                                                                  
1304-01   CAMELOT MUSIC              4,799    JAN 01,85   95,242  JAN 01,95  19.85  1,587,366        CAM PR+15%NTM   .017608      
                                              DEC 31,01                                  6.00        RET PR-90%CAP   .017608      
                                                                                                                                  
1306-03   TRADE SECRET               1,367    OCT 28,95   36,000  OCT 01,95  26.34    600,000                                     
                                              SEP 30,05   38,000  OCT 01,00  27.80       6.00                                     
                                                                                     (STEP-UP)                                    
                                                                                                                                  
                                                                                                                                  
1308      VACANT UNIT                1,929                                                                                        
1310      VACANT UNIT                  958                                                                                        
                                                                                                                                  
1312-06   UNDERGROUND                2,211    SEP 01,95                                              CAM FIXED         .0000      
                                              APR 30,96                                              RET FIXED         .0000      
                                                                                                                                  
1313-01   UPS N DOWNS                1,633    FEB 22,85   26,127  MAR 01,95  16.00    522,560        CAM PR+15%NTM   .005676      
                                              FEB 28,97                                  5.00        RET PR-95%CAP   .005676      
                                                                                                                                  
1314-04   BATTER'S BOX               1,001    OCT 01,95                               231,240        CAM FIXED         .0000      
                                              SEP 30,96                                 10.00        RET FIXED         .0000    
                                                                                                                                  
1316      VACANT UNIT                1,680                                                                                        
                                                                                                                                  
1318-03   CAMOUFLAGE SHOPPE          2,255    FEB 01,96                                37,600                                     
                                              MAR 31,96                                 10.00                                     
                                                                                                                                  
1320-03   LADY FOOTLOCKER #          2,658    NOV 17,95   65,000  NOV 01,95  24.45  1,216,894                                     
                                              JUN 30,05   69,999  JUL 01,98  26.34       6.00                                     
                                                          75,000  JUL 01,02  28.22   (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
1322-02   CLAIRE'S BOUTIQUE            728    JUL 21,95   38,000  AUG 01,95  52.20    475,000        CAM PR+15%NOM       P/R      
                                              JUL 31,05   42,000  AUG 01,00  27.00       8.00        RET PR-70%CAP       P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
1324-01   SUNCOAST MOTION P          2,421    OCT 09,89   60,525  NOV 01,91  25.00  1,210,500        CAM PR+15%NTM   .009462      
                                              JAN 31,00   65,367  NOV 01,96  27.00       5.00        RET PR-80%CAP   .009462      
                                                                                                                                  
1326-01   KAY BEE TOYS & HO          3,104    SEP 12,84   62,079  SEP 01,84  20.00  1,000,000        CAM PR+15%NTM   .011389      
                                              SEP 30,96                                  6.00        RET PR-90%CAP   .011389      
                                                                                                                                  
1328      VACANT UNIT                2,088                                                                                        
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 9
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease        Annual Base Rent       Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C> 
1404-02   GINGISS FORMALWEA          1,120    OCT 01,94   38,000  OCT 01,94  33.93    475,000        CAM PR15%NOM        P/R      
                                              SEP 30,02   42,000  OCT 01,98  37.50       8.00        RET PR-75%CAP       P/R      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
1406-01   WOLF CAMERA                1,302    AUG 01,91   35,000  AUG 01,91  26.88          0        CAM PR+15%NTM   .005089      
                                              JUL 31,01   45,000  AUG 01,96  34.56       0.00        RET PR          .005089      
                                                                                          M04                                     
                                                                                            0                                     
                                                                                         0.00                                     
                                                                                          T13                                     
                                                                                                                                  
1408      VACANT UNIT                  974                                                                                        
1410      VACANT UNIT                1,055                                                                                        
                                                                                                                                  
1412-02   B DALTON BOOKSELLERS       6,660    APR 08,94  159,621  FEB 01,95  23.97  2,660,350        CAM PR15%NOM&   .028582      
                                              JAN 31,06  190,025  FEB 01,98  28.53       6.00        RET PR75%CAP    .028582      
                                                         220,428  FEB 01,02  33.10   (STEP-UP)                                     
                                                                                                                                  
1413&1414 VACANT UNIT                1,745                                                                                        
                                                                                                                                  
1416-01   NORTHPARK BARBER             810    JAN 01,88   17,010  JAN 01,91  21.00    170,100        CAM PR+15%NTM   .003166      
                                              DEC 31,97                                  7.00        RET PR          .003166      
                                                                                                                                  
1418-02   TRUSTMARK NATIONAL           156    APR 01,95                                              CAM FIXED         .0000      
                                              MAR 31,96                                              RET FIXED         .0000      
                                                                                                                                  
                                                                                                                                  
1602-02   PACIFIC SUN #0194          2,240    SEP 15,95   57,999  SEP 01,95  25.89                   CAM PR15%NOM        P/R      
                                              DEC 31,05   62,000  JAN 01,99  27.68                   RET PR80%CAP        P/R      
                                                          66,000  JAN 01,03  29.46                                                
                                                                                                                                  
1604-04   MR. BULKY TREATS           1,512    JUL 21,95                               666,668        CAM FIXED         .0000      
                                              APR 15,96                                  6.00        RET FIXED         .0000      
                                                                                                                                  
1606-02   DOLCIS                     1,640    DEC 01,94   49,200  DEC 01,94  30.00    820,000        CAM PR15%NOM        P/R      
                                              DEC 31,04   57,399  JAN 01,98  35.00       6.00        RET PR80%CAP        P/R      
                                                          65,600  JAN 01,02  40.00   (STEP-UP)                                     
                                                                                                                                  
1608-04   LEE MICHAELS FINE          1,525    OCT 28,95   50,325  OCT 01,95  33.00          0                                     
                                              DEC 31,05   56,424  OCT 01,00  37.00       5.00                                     
                                                                                     (STEP-UP)                                     
                                                                                                                                  
1610-02   GREAT AMERICAN CO            604    OCT 01,94   42,000  OCT 01,94  69.54    420,000        CAM PR15%NOM&   .025920      
                                              SEP 30,04   45,000  OCT 01,97  74.50      10.00        PR80%CAP        .025920      
                                                          48,000  OCT 01,01  79.47  (STEP-UP)                                     
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 10
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease          Annual Base Rent      Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C>     <C>
1612-02   WE LOVE YOGURT               690    JAN 01,96   42,500  JAN 01,96  61.59    425,000                                     
                                              DEC 31,05   45,000  JAN 01,99  65.22      10.00                                     
                                                          47,499  JAN 01,03  68.84  (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
1614-01   CHAMPS SPORTS #14          5,106    APR 01,92  100,000  APR 01,95  19.58  2,000,000        CAM PR+15%NTM&  .020254      
                                              MAR 31,02  110,000  APR 01,99  21.54       5.00        RET PR-80%CAP   .020254      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
1801      VACANT UNIT                1,627                                                                                        

1807      VACANT UNIT                2,032                                                                                        
                                                                                                                                  
2001-01   AT&T PHONE CENTER          1,698    OCT 15,87   33,960  NOV 01,92  20.00                   CAM PR+15%NTM   .006736      
                                              OCT 31,98                                              RET PR-85%CAP   .006736      
                                                                                                                                  
2003-01   CPI PHOTO FINISH           1,323    OCT 01,94   33,075  OCT 01,94  25.00    472,500        CAM PR15%NOM    .005678      
                                              SEP 30,99                                  7.00        RET PR          .005678      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
                                                                                                                                  
2005-01   EYEMASTERS                 3,450    APR 09,94   62,100  MAY 01,94  18.00  1,242,000        CAM PR15%NOM&   .014806      
                                              MAR 31,04                                  5.00        RET PR          .014806      
                                                                                     (STEP-UP)                                     
                                                                                                                                  
9001-01   DILLARD'S                      0    SEP 12,84                                              CAM FIXED AMT                
                                              SEP 30,99                                              RET PAY OWN  T               
                                                                                                                                  
9002-01   MCRAE'S                        0    SEP 12,84                                              CAM FIXED AMT                
                                              SEP 30,14                                              RET PAY OWN  T               
                                                                                                                                  
9003-01   JC PENNEY                      0    NOV 02,85                                              CAM FIXED AMT                
                                              DEC 31,10                                              RET PAY OWN  T               
                                                                                                                                  
                                                                                                                                  
9004-01   GAYFERS                        0    FEB 08,87                                              CAM FIXED AMT                
                                              JAN 31,22                                              RET PAY OWN  T               
                                                                                                                                  
K002-01   SILVER SPOONS                  0    JAN 01,96                               150,400        CAM FIXED         .0000      
                                              DEC 31,96                                 10.00        RET FIXED         .0000      
                                                                                                                                  
K003-01   BIANCA BARE                    0    JAN 01,96                                94,000        CAM FIXED         .0000      
                                              DEC 31,96                                 12.00        RET FIXED         .0000      
                                                                                                                                  
K009      VACANT UNIT                    0                                                                                        
                                                                                                                                  
K011-01   CANDY BOUQUET OF               0    FEB 01,96                                                                           
                                              FEB 29,96                                                                           
                                                                                                                                  
                                                                                                                                  
K011-01   YOUR SIGNATURE IN              0    FEB 01,96                                15,700                                     
                                              MAR 31,96                                 12.00                                     
                                                                                                                                  
K014      VACANT UNIT                    0                                                                                        
                                                                                                                                  
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
MAR 11,1996 10:34                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 11
                                               RENT ROLL FOR 9120 NORTHPARK MALL - 00
                                                          AS OF MAR 11, 96

                                                                                               CPI
                                                                                      % RENT   Base    Operating     Pro-    Base
Unit -                              Square      Lease          Annual Base Rent     Brkpnt-$   Year    Expense       Rata   Amount
Ten #     Tenant                     Feet       Term      Amount   Start     PSF    % (&Cat)    & %     Type         Share  Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                       <C>       <C>        <C>      <C>        <C>    <C>              <C>             <C>      <C>
K018      VACANT UNIT                    0                                                                                        
                                                                                                                                  
OP01-01   MAZZIO'S PIZZA                 0    MAR 18,85                                              CAM FIXED         .0000      
                                              APR 01,20                                              RET N/A           .0000      
                                                                                                                                  
OP04-01   DEPOSIT GUARANTY               0    JAN 02,85                                              CAM FIXED         .0000      
                                              JAN 31,20                                              RET N/A           .0000      
                                                                                                                                  
                                                                                                                                  
OP05-01   MAGNOLIA FEDERAL               0    JAN 02,85                                              CAM FIXED         .0000      
                                              JAN 31,20                                              RET N/A           .0000      
                                                                                                                                  
                                                                                                                                  
OP06-01   MCDONALD'S                     0    OCT 01,84                                              CAM FIXED         .0000      
                                              SEP 30,20                                              RET N/A           .0000      
                                                                                                                                  
OP11-01   UNITED ARTISTS #3              0    DEC 18,87                                              CAM FIXED         .0000      
                                              NOV 30,20                                              RET N/A           .0000      
                                                                                                                                  
OP3A-01   BURGER KING                    0    FEB 28,86                                              CAM FIXED         .0000      
                                              MAR 01,20                                              RET N/A           .0000      
                                                                                                                                  
PN01-01   AGACI                          0    MAY 01,94                                              CAM N/A             N/A      
                                              JAN 01,98                                              RET N/A             N/A      
                                                                                                                                  
ROF1-01   TRIDOM, INC.                   0    JAN 04,95    2,000  JAN 01,96   0.00                   CAM N/A             N/A      
                                   ---------  OCT 31,99    3,000  JAN 01,98   0.00                   RET N/A             N/A      
     TOTAL SQUARE FEET              311,458                2,498  JAN 01,99   0.00                                                
                                   =========                                                                                      
</TABLE>


<PAGE>






================================================================================

                        PRO-Ject+ Lease Abstract Report

================================================================================



<PAGE>


                                                           NORTHPARK MALL
                                                      PROJECT DESIGNATOR: PARK
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS
                                                           6/1/96 @ 10:21

<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 1- SUITE 102       1      5,792   5/93   1/04    -           23.56   136,460     5.00    UNLIMITED    NATURAL  HVAC
EDDIE BAUER          6                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 2-SUITE 112        1      2,395   4/98   3/08    -           27.50    65,863     6.00    UNLIMITED    NATURAL  CAM RECOVERY
VACANT LEASE-UP      4                                   5/03  30.25    72,449                                   MALL SHOP TAX RCEV
                                                                                                                 HVAC/UTIL. RECOV.
                                                                                                                 ADD'L CAM-CAP.EXP.

# 3-SUITE 114        1      1,761  11/89  12/99    -           22.71    39,992     5.50    UNLIMITED    NATURAL  HVAC
U.S. MALE            3                                   1/97  23.85    42,000                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 4-SUITE 202        1      3,670   9/94   9/04    -           23.00    84,410     5.00    UNLIMITED    NATURAL  HVAC
CASUAL CORNER        5                                  10/97  25.00    91,750                                   CAM
                                                        10/01  27.00    99,090                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 5-SUITE 204        1      8,785   5/95   5/03    -           40.00   351,400     6.00    UNLIMITED      7,028  HVAC
THE GAP              6                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 6-SUITE 210        1     -1,100  10/94   9/04    -           40.91    45,001     6.00    UNLIMITED    NATURAL  HVAC
STRIDE RITE          2                                  10/99  45.45    49,995                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 7-SUITE 212        1      3,830   4/90   1/01    -           20.00    76,600     6.00    UNLIMITED    NATURAL  HVAC
AMERICAN EAGLE       5                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 8-SUITE 214        1      3,369   6/96   5/06    -           27.50    92,648     6.00    UNLIMITED    NATURAL  CAM RECOVERY
VACANT LEASE-UP      4                                   7/01  30.25   101,912                                   MALL SHOP TAX RCEV
                                                                                                                 HVAC/UTIL. RECOV.
                                                                                                                 ADD'L CAM-CAP. EXP.

# 8-SUITE 214        1      3,716  10/93  10/03   -            22.00    81,752     4.00    UNLIMITED    NATURAL  HVAC
THE DISNEY STORE     5                                  11/98  24.00    89,184                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 10- SUITE 226      1      6,364   7/94   7/06    -           22.00   140,008     5.00    UNLIMITED      1,626  HVAC
LANE BRYANT          6                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 11-SUITE 228       1      8,730  11/94   1/07    -           22.00   192,060     5.00    UNLIMITED    NATURAL  CAM RECOVERY
EXPRESS              6                                                                                           MALL SHOP TAX RCEV
                                                                                                                 HVAC/UTIL. RECOV.
                                                                                                                 ADD'L CAM-CAP.EXP.

# 12-SUITE 230       1      1,250   6/90   6/00    -           28.00    35,000     8.00    UNLIMITED    NATURAL  HVAC
THINGS REMEMBERED    3                                            7                                              CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 13-SUITE 232       1        904  11/95  12/05    -           55.31    50,000     6.00    UNLIMITED    NATURAL  HVAC
FRIEDMANS            2                                  11/98  60.84    54,999                                   CAM
                                                        11/02  66.37    59,998                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 14-SUITE 234       1      1,191   3/89   3/99    -           22.00    26,202     6.00    UNLIMITED      7,028  HVAC
MOTHERHOOD           2                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 15-SUITE 236       1      3,451  11/91  10/01    -           26.08    90,002     6.00    UNLIMITED    NATURAL  HVAC
FOOTLOCKER           4                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 16-SUITE 238       1      2,737   9/84   9/96    -           15.50    42,424     3.00    UNLIMITED    NATURAL  HVAC
RADIO SHACK          4                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 17-SUITE  242      1      6,500   2/88   2/98    -           12.00    78,000     4.00    UNLIMITED    NATURAL  HVAC
LENS CRAFTERS        6                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 18-SUITE 302       1      2,810   6/96   5/06    -           24.02    67,496     6.00    UNLIMITED    NATURAL  CAM RECOVERY
CYBERSTATION         4                                                                                           MALL SHOP TAX RCEV
                                                                                                                 HVAC/UTIL. RECOV.
                                                                                                                 ADD'L CAM-CAP.EXP.

# 19-SUITE 304       1      1,095   3/95   2/05    -           29.22    31,996     6.00    UNLIMITED    NATURAL  HVAC
MASTER CUTS          2                                   3/99  32.88    36,004                                   CAM
                                                         3/02  36.53    40,000                                   BILL. TAX-95'SADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 20-SUITE 306       1      1,962  11/89  12/99    -           12.00    23,544     6.00    UNLIMITED    NATURAL  HVAC
PET CONNECTION       3                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 21-SUITE 308       1      1,951  10/94   9/04    -           25.00    48,775     7.00    UNLIMITED    NATURAL  HVA
GENERAL              3                                  10/97  27.00    52,677                                   CAM
NUTRITION                                               10/01  29.00    56,579                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 22-SUIT 310        1      1,860   2/92   3/00    -           28.00    52,080     6.00    UNLIMITED    NATURAL  HVAC
BLOCKBUSTER          3                                                                                           CAM
MUSIC                                                                                                            BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EX.

# 23-SUITE 314       1      2,370   9/84   9/99    -           18.00    42,660     6.00    UNLIMITED    NATURAL  HVAC
CHICK-FIL-A          4                                  10/97  20.00                                             CAM
                                                                                                                 TAXES
                                                                                                                 ADD'L CAM-CAP.EX.

# 24-SUITE 316       1      1,200  10/94   1/05    -           39.17    47,004     5.00    UNLIMITED    NATURAL  HVAC
GYMBOREE             2                                   2/98  40.83    48,996                                   CAM
                                                         2/02  42.50    51,000                                   BILL. TAX-95' ADJMT
                                                                                                                 ADD'L CAM-CAP.EX.

# 25-SUITE  318      1        675   6/94   5/04    -           53.34    36,005     5.00    UNLIMITED    NATURAL  HVAC
THE BODY SHOP        1                                   6/97  56.30    38,003                                   CAM
                                                         6/01  59.26    40,001                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 26-SUITE 320       1      1,701   2/92   1/02    -           29.39    49,992     5.00    UNLIMITED    NATURAL  HVAC
KIDS FOOTLOCKER      3                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 27-SUIT 402        1      4,096  10/93   1/03    -           22.00    90,112     6.00    UNLIMITED    NATURAL  HVAC
KIRKLANDS            5                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 28-SUITE 406       1      1,396  11/95   8/05    -           30.00    41,880     8.00    UNLIMITED      796    HVAC
SPORTS AVE           3                                   9/00  35.00    48,860                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 29-SUITE 408       1        668  11/86  10/96    -           25.00    16,700     7.00    UNLIMITED    NATURAL  HVAC
MERLE NORMAN         1                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                             ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 30-SUITE 410       1        562   9/94  10/97    -           26.73    15,002    10.00    UNLIMITED    NATURAL  HVAC
CALIFORNIA NAILS     1                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EX.

# 31-SUITE 412       1      3,471   3/94  12/03    -           16.00    55,536     5.00    UNLIMITED    NATURAL  HVAC
BENTLEY'S            4                                   4/99  18.00    62,478                                   CAM
LUGGAGE                                                                                                          BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 32-SUITE 502       1      3,668  11/93   1/04    -           19.00    69,692     5.00    UNLIMITED    NATURAL  HVAC
THE SHOE DEPT.       5                                  12/96  22.00    80,696                                   CAM
                                                        12/00  25.00    91,700                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 33-SUITE 506       1      2,611   6/98   5/08    -           27.50    71,803     6.00    UNLIMITED    NATURAL  CAN RECOVERY
VACANT LEASE-UP      4                                   7/03  30.25    78,983                                   MALL SHOP TAX RECV
                                                                                                                 HVAC/UTIL. RECOV.
                                                                                                                 ADD'L CAM-CAP.EXP 

# 34-SUITE 508       1      2,924  11/87  11/97    -           17.00    49,708     6.00    UNLIMITED    NATURAL  HVAC
PAYLESS SHOES        4                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 35-SUITE 510       1      1,065  10/94   9/04    -           33.80    35,997     8.00    UNLIMITED    NATURAL  HVAC
AFTERTHOUGHTS        2                                                                                           CAM
                                                                                                                 BILL. TAX-95' ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 36-SUITE 512       1      2,296  11/94  11/00    -           18.03    41,397     6.00    UNLIMITED    NATURAL  HVAC
FAMILY               4                                   1/97  20.03    45,989                                   CAM
BOOKSTORES                                               1/99  22.04    50,604                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 37-SUITE 602       1      5,337  10/93   1/06    -           20.00   106,740     5.00    UNLIMITED    NATURAL  HVAC
STRUCTURE            6                                  10/99  22.00   117,414                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 38-SUITE 606       1        987   5/92   4/02    -           23.83    23,520     7.00    UNLIMITED    NATURAL  HVAC
ELECTRONICS          2                                   5/97  35.46    34,999                                   CAM
BOUTIQUE                                                                                                         BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP

# 39-SUITE 608       1        620   3/96   1/06    -           72.58    45,000                          NATURAL  CAM RECOVERY
SUNGLASS HUT         1                                                                                           MALL SHOP TAX RECV
                                                                                                                 HVAC/UTIL. RECOV.
                                                                                                                 ADD'L CAM-CAP.EXP.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 40-SUITE  610      1        551   1/88  12/96    -           45.37    24,999     7.00    UNLIMITED    NATURAL  HVAC
BARNIE'S COFFEE      1                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 41-SUITE  612      1        600  10/96   9/06    -           60.00    36,000     6.00    UNLIMITED    NATURAL  HVAC
VACANT LEASE-UP      1                                  11/01  66.00    39,600                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 42-SUITE 614       1      2,320   2/98   1/08    -           27.50    63,800     6.00    UNLIMITED    NATURAL  CAM RECOVERY
VACANT LEASE-UP      4                                   3/03  30.25    70,180                                   MALL SHOP TAX RECOV
                                                                                                                 HVAC/UTIL RECOV
                                                                                                                 ADD'L CAM-CAP.EXP.

# 43-SUITE 708       1      7,414   4/95   3/07    -           25.00   185,350     4.00    UNLIMITED    NATURAL  HVAC
WARNER BROS.         6                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 44-SUITE 718       1      5,093   3/95   3/00    -           29.28   149,123     6.00    UNLIMITED    2,982    HVAC
GAP KIDS/BABY        6                                   4/99  31.01   157,934                                   CAM
GAP                                                                                                              BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 45-SUITE 724       1      5,112   3/95   3/00    -           26.00   132,912     6.00    UNLIMITED    2,658    HVAC
BANANA REPUBLIC      6                                   4/99  28.00   143,136                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 46-SUITE 732       1      2,527   3/95   3/05    -           27.00    68,229     5.00    UNLIMITED    NATURAL  HVAC
BATH & BODY          4                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 47-SUITE 736       1      2,302   3/85   1/04    -           17.50    40,285     5.00    UNLIMITED    NATURAL  HVAC
J RIGGINS            4                                   4/97  26.00    59,852                                   CAM
                                                         2/00  28.00    64,456                                   BILL. TAX-95'ADJMT
                                                         2/02  30.00    69,060                                   ADD'L CAM-CAP.EXP.

# 48-SUITE 738       1      5,764  10/92   1/05    -           22.00   126,808     5.00    UNLIMITED    NATURAL  HVAC
VICTORIA SECRETS     6                                  11/98  24.00   138,336                                   CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 49-SUITE 802       1      1,836   7/87   7/97    -           20.00    36,720     6.00    UNLIMITED        734  HVAC
COOK AND LOVE        3                                                                                           CAM
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 50-SUITE 804      1         772   9/94   9/04    -           41.45    31,999     8.00    UNLIMITED    NATURAL  HVAC
WICKS N STICKS      1                                   10/97  44.04    33,999                                   CAM
                                                        10/01  46.63    35,998                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 51-SUITE 806       1      1,514   6/96   5/06    -           32.00    48,448     6.00    UNLIMITED    NATURAL  CAM
GARDEN BOTANIKA      3                                   7/99  35.00    52,990                                   TAXES
                                                         6/03  38.00    57,532                                   HVAC

# 52-SUITE 808       1      1,106   4/94   3/04    -           38.88    43,001     5.00    UNLIMITED    NATURAL  HVAC              
SOFTWARE, ETC        2                                   4/97  40.69    45,003                                   CAM               
                                                         4/01  42.50    47,005                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 53-SUITE 810       1      1,037   7/92   5/97    -           36.64    37,996     6.00    UNLIMITED    NATURAL  HVAC              
TRADITIONAL JEWEL    2                                   7/03                                                    CAM               
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 54-SUITE 812       1      3,838  10/95   1/08    -           20.00    76,760     5.00    UNLIMITED    NATURAL  HVAC              
WILLIAMS SONOMA      5                                                                                           CAM               
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 55-SUITE 814       1      4,055   3/95   2/07    -           25.00   101,375     4.00    UNLIMITED    NATURAL  HVAC              
LIMITED TOO          5                                                                                           CAM               
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 56-SUITE 816       1      7,280   6/94   6/06    -           22.00   160,160     4.00    UNLIMITED    NATURAL  HVAC              
THE LIMITED          6                                                                                           CAM               
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 57-SUITE 819       1      1,882   4/87   1/98    -           17.74    33,387     5.00    UNLIMITED    NATURAL  HVAC              
LAURA ASHLEY         3                                                                                           CAM               
                                                                                                                 BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 58-SUITE 820       1      4,340  11/94   1/05    -           29.00   125,860     6.00    UNLIMITED    NATURAL  HVAC              
COUNTY SEAT          5                                  12/97  31.00   134,540                                   CAM               
                                                        12/01  33.00   143,220                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.

# 59-SUITE 822       1      4,655  11/94  10/06    -           24.00   111,720     6.00    UNLIMITED    NATURAL  HVAC              
THE BOMBAY COMPANY   5                                  11/97  26.50   123,358                                   CAM               
                                                        11/01  29.00   134,995                                   BILL. TAX-95'ADJMT
                                                                                                                 ADD'L CAM-CAP.EXP.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 60-SUITE 824       1      4,082   3/85   3/97    -           15.00    61,230     5.00    UNLIMITED    NATURAL  HVAC               
PAUL HARRIS          5                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 61-SUITE 826       1      3,289  11/97  10/07    -           27.50    90,448     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
VACANT LEASE-UP      4                                  12/02  30.25    99,492                                   MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 62-SUITE 828       1      4,898   4/96   3/06    -           22.00   107,756     5.00    UNLIMITED    NATURAL  CAM RECOVERY       
RACK ROOM SHOES      5                                                                                           MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 63-SUITE 1002      1      2,442   9/87   8/97    -           16.00    39,072     6.00    UNLIMITED    NATURAL  HVAC               
THE MAN HOLE         4                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 64-SUITE 1004      1      1,350   4/97   3/07    -           30.00    40,500     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
VACANT LEASE-UP      3                                   5/02  33.00    44,550                                   MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 65-SUITE 1008      1      1,569  10/94   9/04    -           25.49    39,994     8.00    UNLIMITED    NATURAL  HVAC               
SBARRO'S             3                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 66-SUITE 1010      1        820  11/96  10/06    -           45.00    36,900     6.00    UNLIMITED    NATURAL  CAM RECOVERY
VACANT LEASE-UP      2                                  12/01  49.50    40,590                                   MALL SHOP TAX RECV
                                                                                                                 HVAC/UTIL. RECOV.
                                                                                                                 ADD'L CAM-CAP.EXP.

# 67-SUITE 1012      1      4,455   7/85   7/00    -           15.50    69,053     5.00    UNLIMITED    NATURAL  HVAC               
RUBY TUESDAY         5                                   8/98  16.50    73,508                                   CAM                
                                                                                                                 TAXES

# 68-SUITE 1102      1      1,995  10/94  12/04    -            0.00         0     6.00    UNLIMITED    NATURAL  HVAC               
ARBY'S               3                                                                                           CAM                
                                                                                                                 TAXES              

# 69-SUITE 1104      1      8,694   9/84   9/04    -            8.50    73,899     5.00    UNLIMITED    NATURAL  HVAC               
MORRISONS CAFE       6                                                                                           CAM                
                                                                                                                 TAXES              
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 70-SUITE 1106      1        397  12/91  12/00    -           50.38    20,001    10.00    UNLIMITED    NATURAL  HVAC               
TROPIK SUN FRUIT     1                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 71-SUITE 1108      1      1,073   2/95   1/05    -           55.92    60,002     6.00    UNLIMITED    NATURAL  HVAC               
REEDS JEWELRY        2                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 72-SUITE 1110      1      2,064   5/93   4/04    -           23.26    48,009     5.00    UNLIMITED    NATURAL  HVAC               
PETITE SOPHISTICAT   4                                   5/96  24.22    49,990                                   CAM                
                                                         5/00  25.19    51,992                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 73 - SUITE 1114    1      1,206   4/95   3/05    -           37.50    45,225     6.00    UNLIMITED    NATURAL  HVAC               
NINE WEST            3                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 74-SUITE 1118      1      5,427   9/95   1/06    -           25.00   135,675     5.00    UNLIMITED    NATURAL  HVAC               
ANN TAYLOR           6                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 75-SUITE 1120      1      2,087   9/96   8/06    -           25.00    52,175     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
CACHE                4                                                                                           MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 76-SUITE 1122      1      2,724   7/93  12/04    -           19.00    51,756     7.00    UNLIMITED       823   HVAC               
LYNNS HALLMARK       4                                  10/96  21.00    57,204                                   CAM                
                                                        10/99  23.00    62,652                                   BILL. TAX-95'ADJMT 
                                                        10/92  24.78    67,501                                   ADD'L CAM-CAP.EXP.

# 77-SUITE 1202      1      1,694  10/92   1/05    -           26.56    44,993     4.00    UNLIMITED    NATURAL  HVAC               
NATURE COMPANY       3                                  12/96   9.52    50,007                                   CAM                
                                                        12/00  34.38    58,240                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 78-SUITE 1204      1      1,015  11/94  12/04    -           39.41    40,001     6.00    UNLIMITED    NATURAL  HVAC               
CRABTREE & EVELYN    2                                  12/97  44.33    44,995                                   CAM                
                                                        12/01  49.26    49,999                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 79-SUITE 1206      1      1,015   5/90   1/99    -           30.00    30,450     7.00    UNLIMITED    NATURAL  HVAC               
FREDERICKS           2                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 80-SUITE 1208      1      1,040   7/95   3/05    -           42.00    43,680     6.00    UNLIMITED    NATURAL  HVAC               
EASY SPIRIT          2                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 81-SUITE 1210      1      1,363   9/84   9/96    -           17.00    23,171     6.00    UNLIMITED    NATURAL  HVAC               
5-7-9 SHOP           3                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 82-SUITE 1212      1      1,310   9/84   9/96    -           17.00    22,270     6.00    UNLIMITED    NATURAL  HVAC               
JEANS WEST           3                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 83-SUITE 1213      1        570   1/96   1/06    -           73.68    41,998                          NATURAL  HVAC               
SUNGLASS HUT INT'L   1                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 84-SUITE 1214      1        154   6/97   5/07    -           60.00     9,240                           NATURAL CAM RECOVERY       
VACANT LEASE-UP      1                                   7/02  66.00    10,164                                   MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 85-SUITE 1216      1      5,354   2/86   2/98    -           17.00    91,018     5.00    UNLIMITED    NATURAL  HVAC               
LERNERS              6                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 86-SUITE 1220      1      6,255  11/95  10/05    -           16.00   100,080     6.00    UNLIMITED    NATURAL  HVAC               
THE FINISH LINE      6                                  11/98  18.00   112,590                                   CAM                
                                                        11/02  20.00   125,100                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 87-SUITE 1304      1      4,799   1/85  12/01    -           19.85    95,260     6.00    UNLIMITED    NATURAL  HVAC               
CAMELOT MUSIC        5                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 88-SUITE 1306      1      1,367  10/95   9/05    -           26.34    36,007     6.00    UNLIMITED    NATURAL  HVAC               
TRADE SECRETS        3                                  10/00  27.80    38,003                                   CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 89-SUITE 1308      1     10,600   8/96   7/08    -           23.00   243,800     5.00    UNLIMITED    NATURAL  REAL ESTATE TAXES
ABERCROMBE & FITCH   7                                                                                           CAM
                                                                                                                 HVAC
                                                                                                                 ADD'L CAM-CAP.EXP.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 90-SUITE 1312      1        688   6/96   5/06    -           55.23    37,998     8.00    UNLIMITED    NATURAL  CAM
SWEET FACTORY        1                                   7/99  61.05    42,002                                   TAXES
                                                         7/03  66.86    46,000                                   HVAC
                                                                                                                 ADD'L CAM-CAP.EXP.

# 90-SUITE 1316      1        550   8/96   7/06    -           72.73    40,002     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
ANTIE ANNE PRETZEL   1                                                                                           MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 92-SUITE 1320      1      2,658  11/95   6/05    -           24.45    64,988     6.00    UNLIMITED    NATURAL  HVAC               
LADY FOOTLOCKER      4                                   7/98  26.34    70,012                                   CAM                
                                                         7/02  28.22    75,009                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 93-SUITE 1322      1        728   7/95   7/05    -           52.20    38,002     8.00    UNLIMITED    NATURAL  HVAC               
CLAIRES BOUTIQUE     1                                   8/00  57.69    41,998                                   CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 94-SUITE 1324      1      2,421  10/89   1/00    -           25.00    60,525     5.00    UNLIMITED    NATURAL  HVAC               
SUNCOAST MOTION      4                                  11/96  27.00    65,367                                   CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 95-SUITE 1326      1      3,104   9/84   9/96    -           20.00    62,080     6.00    UNLIMITED    NATURAL  HVAC               
KAY BEE TOYS         4                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 96-SUITE 1328      1      2,088   8/97   7/07    -           27.50    57,420     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
VACANT LEASE-UP      4                                         30.25    63,162                                   MALL SHOP TAX RECV 
                                                         9/02                                                    HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 97-SUITE 1404      1      1,200  10/94   9/02    -           33.93    38,002     8.00    UNLIMITED    NATURAL  HVAC               
GINGISS FORMALWEAR   2                                  10/98  37.50    42,000                                   CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 98-SUITE 1406      1      1,302   8/91   7/01    -           26.88    34,998                          NATURAL  HVAC               
WOLF CAMERA          3                                   8/96  34.56    44,997                                   CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 99-SUITE 1410      1      2,029  10/96   9/06    -           22.50    45,653     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
STEAK ESCAPE         4                                  11/99  25.00    50,725                                   MALL SHOP TAX RECV 
                                                        11/03  27.50    55,798                                   HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>   <C>     <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 100-SUITE 1412     1      6,660   4/94   1/06    -           23.97   159,640     6.00    UNLIMITED    NATURAL  HVAC               
B. DALTON BOOKS      6                                   2/98  28.53   190,010                                   CAM                
                                                         2/02  33.10   220,446                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP. EXP.
                                                                                                                 
# 101-SUITE 1412     1      1,745  2./97   1/07    -           30.00    52,350     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
VACANT LEASE-UP      3                                   3/02  33.00    57,585                                   MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 102-SUITE 1416     1        810   1/88  12/97    -           21.00    17,010     7.00    UNLIMITED        170  HVAC               
NORTHPARK BARBER     2                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.
                                                                                                                 
# 103-SUITE 1418     1        156  10/95   9/00    -           76.92    12,000                          NATURAL  HVAC
TRUSTMARK NATIONAL   1                                                                                           

# 104-SUITE 1602     1      2,240   9/95  12/05    -           25.89    57,994                          NATURAL  HVAC               
PACIFIC SUNWEAR      4                                   1/99  27.68    62,003                                   CAM                
                                                         1/03  29.46    65,990                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.
                                                                                                                 
# 105-SUITE 1604     1      2,267  10/96   9/06    -           27.50    62,343     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
UPS & DOWNS          4                                                                                           MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 106-SUITE 1606     1      1,640  12/94  12/04    -           30.00    49,200     6.00    UNLIMITED    NATURAL  HVAC               
DOLCIS               3                                   1/98  35.00    57,400                                   CAM                
                                                         1/02  40.00    65,600                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.
                                                                                                                 
# 107-SUITE 1608     1      1,525  10.95  12/05    -           33.00    50,325     5.00    UNLIMITED    NATURAL  HVAC               
LEE MICHEALS JEWL.   3                                  10/00  37.00    56,425                                   CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.
                                                                                                                 
# 108-SUITE 1610     1        604  10/94   9/04    -           69.54    42,002    10.00    UNLIMITED    NATURAL  HVAC               
GREAT AMERICAN CO.   1                                  10/97  74.50    44,998                                   CAM                
                                                        10/01  79.47    48,000                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.
                                                                                                                 
# 109-SUITE 1612     1        690   1/96  12/05    -           61.59    42,497    10.00    UNLIMITED    NATURAL  HVAC               
WE LOVE YOGURT       1                                   1/99  65.22    45,002                                   CAM                
                                                         1/03  68.84    47,500                                   BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.
                                                                                                                 
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE  LEASE  LEASE  OPTION    MINIMUM     MINIMUM   COVERAGE   CEILING   BREAKPOINT
     TENANT        CODES    FEET   BEGIN   END   #/MOS     RENT/SF       RENT       %       (000'S)    (000'S)       RECOVERIES
- ---------------- --------- ------  -----  -----  ------    -------     -------   --------   -------   ---------- -------------------
<S>                  <C>  <C>      <C>    <C>      <C>  <C>    <C>     <C>         <C>     <C>          <C>      <C>           
# 110-SUITE 1614     1      5,106   4/92   3/02    -           19.58    99,975     5.00    UNLIMITED    NATURAL  HVAC               
CHAMPS SPORTS        6                                   3/02  21.54   109,983                                   CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 111-SUITE 1801     1          1   1/96  12/15    -            0.00         0     6.00    UNLIMITED    NATURAL  NONE
COMMUNITY ROOM                                                                                                   

# 112-SUITE 1807     1      2,032   7/96   6/06    -           25.00    50,800     6.00    UNLIMITED    NATURAL  CAM RECOVERY       
UNDERGROUND          4                                                                                           MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 113-SUITE 2001     1      1,698  10/87   4/96    -           20.00    33,960                          NATURAL  NONE
AT&T PHONE CENTER    3                                                                                           

# 114-SUITE 2003     1      1,323  10/94   9/99    -           25.00    33,075     7.00    UNLIMITED    NATURAL  HVAC               
CPI PHOTO FINISH     3                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 115-SUITE 2005     1      3,450   4/94   3/04    -           18.00    62,100     5.00    UNLIMITED    NATURAL  HVAC               
EYEMASTERS           4                                                                                           CAM                
                                                                                                                 BILL. TAX-95'ADJMT 
                                                                                                                 ADD'L CAM-CAP.EXP.

# 116-SUITE          1      1,065  10/95   9/10    -            0.00         0                                  
W.S. STORE STORAGE   2                                                                       NATURAL             CAM RECOVERY   
                                                                                                                 MALL SHOP TAX RECV 
                                                                                                                 HVAC/UTIL. RECOV.  
                                                                                                                 ADD'L CAM-CAP.EXP. 

# 117                -          1   1/95  12/14    -            0.00         0        -            -             TOTAL MAJOR CONTR.
ANCHOR REFERENCE     -                                                                                           
                          -------
                          309,677
                          =======
</TABLE>


<PAGE>




                          ============================
                          Pro-Ject+ Assumptions Report
                          ============================


<PAGE>


                                 NORTHPARK MALL
                            PROJECT DESIGNATOR: NPRK
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS




BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF NORTHPARK MALL BEGINNING 1/1995
FOR 15 YEARS ON A CALENDAR YEAR BASIS


AREA MEASURES
- -------------

SGLA
DESCRIBED AS GROSS LEASABLE AREA; MALL SHOP TENANTS
1995 VALUE -      309,675
THEREAFTER - CONSTANT

OGLA
DESCRIBED AS  GROSS LEASABLE AREA; TOTAL OWNED GLA
1995 VALUE -      309,675
THEREAFTER -  CONSTANT

OCCL1
DESCRIBED AS  OCCUPIED MALL SHOP AREA
1995 VALUE        228,124
1996 VALUE        273,825
1997 VALUE        295,443
1998 VALUE        304,722
1999 VALUE        308,694
2000 VALUE        305,665
2001 VALUE        307,798
2002 VALUE        307,392
2003 VALUE        306,911
2004 VALUE        302,685
2005 VALUE        302,511
2006 VALUE        297,695
2007 VALUE        302,801
2008 VALUE        302,637
2009 VALUE        309,002
THEREAFTER    CONSTANT

OCC2
DESCRIBED AS  OCCUPIED MALL SHOP AREA, EXCLUSIVE OF RESTAURANT GLA;UTILIZED
FOR CAM AND TAX RECOVERIES
+100.0% OF OCCl-100.0% OF RGLA

RGLA
DESCRIBED AS TOTAL RESTAURANT GLA
1995 VALUE -        19,083
THEREAFTER -  CONSTANT


<PAGE>


                                    PAGE 2




GROWTH RATES
- ------------

SALG
DESCRIBED AS  GROWTH RATE FACTOR; SALES GROWTH
1995 VALUE -        3.50
THEREAFTER -  CONSTANT

RENG
DESCRIBED AS  GROWTH RATE FACTOR; MARKET RENT GROWTH
1995 VALUE -        3.50
1996 VALUE -        3.50
THEREAFTER -  CONSTANT

EXPG
DESCRIBED AS  GROWTH RATE FACTOR; GENERAL EXPENSE GROWTH
1995 VALUE -        3.50
1996 VALUE -        3.50
THEREAFTER -  CONSTANT

TAXG
DESCRIBED AS  GROWTH RATE FACTOR; TAX EXPENSE GROWTH
1995 VALUE -        3.50
1996 VALUE -        3.50
THEREAFTER -CONSTANT

UTLG
DESCRIBED AS  GROWTH RATE FACTOR; MISCELLANEOUS INCOME GROWTH
1995 VALUE          2.00
1996 VALUE          2.00
THEREAFTER    CONSTANT

MISG
1995 VALUE          3.00
1996 VALUE          3.00
THEREAFTER    CONSTANT

HVCG
1995 VALUE          2.00
THEREAFTER    CONSTANT


MARKET RATES
- ------------

MKTI
DESCRIBED AS  MARKET RENTAL RATE; TENANTS < 750 SQ/FT
1995 VALUE -        65.00
1996 VALUE -        65.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 751-1200 SQ/FT
1995 VALUE -        45.00


<PAGE>


                                    PAGE 3




1996 VALUE -       45.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT3
DESCRIBED AS MARKET RENTAL RATE; TENANTS 1201-2000 SQ/FT
1995 VALUE -       30.00
1996 VALUE -       30.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT4
DESCRIBED AS MARKET RENTAL RATE; TENANTS 2001-3500 SQ/FT
1995 VALUE -       27.50
1996 VALUE -       27.50
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT5
DESCRIBED AS MARKET RENTAL RATE; TENANTS 3501-5000 SQ/FT
1995 VALUE -       25.00
1996 VALUE -       25.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT6
DESCRIBED AS MARKET RENTAL RATE; TENANTS 5001-10000 SQ/FT
1995 VALUE -       22.50
1996 VALUE -       22.50
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT7
DESCRIBED AS MARKET RENTAL RATE; TENANTS > 10000 SQ/FT
1995 VALUE -       20.00
1996 VALUE -       20.00
THEREAFTER - GROWING AT  GROWTH RATE RENG

SALR
DESCRIBED AS COMPARABLE  MALL SHOP SALES RATE
1995 VALUE -          323
THEREAFTER - GROWING AT  GROWTH RATE SALG

ALTN
DESCRIBED AS ALTERATION  RATE; NEW TENANTS
1995 VALUE -       10.00
1996 VALUE -       10.00
THEREAFTER - GROWING AT  GROWTH RATE EXPG

ALTR
DESCRIBED AS ALTERATION  RATE; RENEWAL TENANTS
1995 VALUE -         2.00
1996 VALUE -         2.00
THEREAFTER - GROWING AT  GROWTH RATE EXPG

ALTB
DESCRIBED AS ALTERATION  RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
 +30.0% OF ALTN +70.0% OF ALTR


<PAGE>


                                    PAGE 4




COMN
DESCRIBED AS  COMMISSION  RATE; NEW TENANTS
1995 VALUE  -        3.50
1996 VALUE  -        3.50
1997 VALUE  -        3.50
1998 VALUE  -        3.50
1999 VALUE  -        3.50
2000 VALUE  -        3.50
2001 VALUE  -        4.00
2002 VALUE  -        4.00
2003 VALUE  -        4.00
2004 VALUE  -        4.00
2005 VALUE  -        4.00
2006 VALUE  -        4.50
THEREAFTER  - CONSTANT

COMR
DESCRIBED AS  COMMISSION  RATE; RENEWAL TENANTS
1995 VALUE  -        1.50
1996 VALUE  -        1.50
1997 VALUE  -        1.50
1998 VALUE  -        1.50
1999 VALUE  -        1.50
2000 VALUE  -        1.50
2001 VALUE  -        1.75
2002 VALUE  -        1.75
2003 VALUE  -        1.75
2004 VALUE  -        1.75
2005 VALUE  -        1.75
2006 VALUE  -        2.00
THEREAFTER  - CONSTANT

COMB
DESCRIBED AS  COMMISSION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
 +30.0% OF COMN +70.0% OF COMR

RESX
DESCRIBED AS EXPENSE RATE; RESERVES FOR REPLACEMENT
1995 VALUE -         0.15
1996 VALUE -         0.15
THEREAFTER -  GROWING AT GROWTH RATE EXPG

UTLR
DESCRIBED AS  EXPENSE RATE; MALL SHOP UTILITIES
1995 VALUE -         5.50
1996 VALUE -         5.50
THEREAFTER -  GROWING AT GROWTH RATE UTLG

W/SR
DESCRIBED AS  EXPENSE RATE; MALL SHOP WATER/SEWER
1995 VALUE -         0.13
1996 VALUE -         0.14
THEREAFTER -  GROWING AT GROWTH RATE UTLG


<PAGE>


                                    PAGE 5



UTXR
DESCRIBED AS UTILITY EXPENSE RATE
1995 VALUE -        3.45
1996 VALUE -        3.57
THEREAFTER - GROWING AT GROWTH RATE UTLG


MISCELLANEOUS INCOMES
- ---------------------

TEMP.  TENANT/RMU'S
1995 VALUE -    256,695
1996 VALUE -    160,000
THEREAFTER - GROWING AT GROWTH RATE MISG

MISCELLANEOUS
1995 VALUE -      40,000
1996 VALUE -      40,000
THEREAFTER - GROWING AT GROWTH RATE MISG


EXPENSES
- --------

COMMON AREA MAINT., REFERRED TO AS CAMX
DESCRIBED AS COMMON AREA MAINTENANCE; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 1,802,830
1996 VALUE - 1,930,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

CAM W/15% MARK-UP , REFERRED TO AS CA15
DESCRIBED AS COMMON AREA MAINTENANCE WITH 15% ADMIN.  FEE
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX

CAM RECOVERY      , REFERRED TO AS CAM*
DESCRIBED AS CAM PASS-THROUGH FOR MALL SHOP SPACE (INCLUDES 15% ADMIN.  FEE,
LESS MAJOR TENANT AND RESTAURANT CONTRIBUTIONS)
AN INFORMATIONAL EXPENSE
+100.0% OF CA15-100.0% OF TMAJ
- -100.0% OF RSTC

INSIDE CAM EXPENSE, REFERRED TO AS ICAM
AN INFORMATIONAL EXPENSE
1995 VALUE - 1,370,000
1996 VALUE - 1,370,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

OUTSIDE CAM      ,  REFERRED TO AS OCAM
AN INFORMATIONAL EXPENSE
1995 VALUE -    560,000
1996 VALUE -    560,000
THEREAFTER - GROWING AT GROWTH RATE EXPG


<PAGE>


                                    PAGE 6



REAL ESTATE TAXES, REFERRED TO AS TAXX
DESCRIBED AS REAL ESTATE TAXES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -     480,870
1996 VALUE -     545,000
THEREAFTER -  GROWING AT GROWTH RATE TAXG

MALL SHOP TAX RECV, REFERRED TO AS TAX*
DESCRIBED AS TAX PASS-THROUGH FOR MALL SHOP TENANTS(EXCLUDES RESTAURANT
TENANT TAX CONTRIBUTIONS)
AN INFORMATIONAL EXPENSE
+100.0% OF TAXX-100.0% OF RSTX

NON-CAM UTILITIES , REFERRED TO AS UTLX
DESCRIBED AS UTILITIES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 1,175,065
THEREAFTER - MARKET RATE UTXR MULTIPLIED BY AREA MEASURE OCC1

WATER & SEWER EXP., REFERRED TO AS W/SX
DESCRIBED AS WATER & SEWER; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       50,059
THEREAFTER - MARKET RATE W/SR MULTIPLIED BY AREA MEASURE OCC1

BILL.  TAX-95'ADJMT, REFERRED TO AS TX95
DESCRIBED AS BILLABLE TAX EXPENSE FOR TENANTS IN OCCUPANCY IN 1995 OR BEFORE.
AN INFORMATIONAL EXPENSE
+100.0% OF TAX*+100.0% OF T120

1995 TAX ADJUSTMNT, REFERRED TO AS T120
DESCRIBED AS 1995 TAX ADJUSTMENT
AN INFORMATIONAL EXPENSE
1995 VALUE -        0.00
1996 VALUE -     120,162
1997 VALUE -        0.00
THEREAFTER -  CONSTANT

ADD'L CAM-CAP.EXP., REFERRED TO AS CAPC
DESCRIBED AS CAPITAL IMPROVEMENTS INCLUDED IN CAM
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -        0.00
1996 VALUE -        0.00
1997 VALUE -     200,000
1998 VALUE -     200,000
THEREAFTER -  ZERO

GENERAL & ADMIN. , REFERRED TO AS G&AX
DESCRIBED AS NON-RECOVERABLE EXPENSE; GENERAL      ADMINISTRATIVE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -     260,000
1996 VALUE -     260,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG


<PAGE>


                                    PAGE 7



MARKETING EXPENSE , REFERRED TO AS MKTX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MARKETING
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE         85,500
1996 VALUE        100,000
THEREAFTER     GROWING AT GROWTH RATE EXPG

MISCELLANEOUS       , REFERRED TO AS MISX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MISCELLANEOUS
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       30,000
1996 VALUE -       30,000
THEREAFTER -   GROWING AT GROWTH RATE MISG

DILLARDS CAM       , REFERRED TO AS DCAM
DESCRIBED AS   DILLARDS CAM CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -       87,950
THEREAFTER - GROWING AT GROWTH RATE EXPG

MCRAE'S CAM         , REFERRED TO AS MCAM
DESCRIBED AS MCRAES CAM CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -       48,065
THEREAFTER - GROWING AT GROWTH RATE EXPG

GAYFER'S CAM        , REFERRED TO AS GCAM
DESCRIBED AS   GAYFERS CAM CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -       86,305
THEREAFTER - GROWING AT GROWTH RATE EXPG

JC PENNEY CAM       , REFERRED TO AS JCAM
DESCRIBED AS JC PENNEY CAM CONTRIBUTION
AN INFORMATIONAL   EXPENSE
1995  VALUE        34,112
1996  VALUE        47,757
1997  VALUE        47,757
1998  VALUE        47,757
1999  VALUE        47,757
2000  VALUE        47,757
2001  VALUE        61,402
2002  VALUE        61,402
2003  VALUE        61,402
2004  VALUE        61,402
2005  VALUE        61,402
2006  VALUE        68,225
THEREAFTER     CONSTANT

TOTAL MAJORS   CAM , REFERRED TO AS MAJC
DESCRIBED AS  TOTAL MAJOR CAM CONTRIBUTI0N
AN INFORMATIONAL EXPENSE
+100.0% OF DCAM+100.0% OF MCAM
+100.0% OF GCAM+100-0% OF JCAM


<PAGE>


                                    PAGE 8



RESTAURANT CAM       ,  REFERRED TO AS RSTC
DESCRIBED AS TOTAL RESTAURANT CAM CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -         96,460
1996 VALUE -         96,460
THEREAFTER -  GROWING AT GROWTH RATE EXPG

RESTAURANT TAXES , REFERRED TO AS RSTX
DESCRIBED AS TOTAL RESTAURANT TAX CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -         50,400
1996 VALUE -         50,400
THEREAFTER -    GROWING AT GROWTH RATE TAXG

DILLARDS HVAC      , REFERRED TO AS DHVC
DESCRIBED AS DILLARDS HVAC CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -         54,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

MCRAE'S HVAC          I REFERRED TO AS MHVC
DESCRIBED AS    MCRAE'S HVAC CONTRIBUTION
AN INFORMATIONAL     EXPENSE
1995  VALUE   -      71,750
1996  VALUE   -      71,750
1997  VALUE   -      71,750
1998  VALUE   -      71,750
1999  VALUE   -      71,75O
2000  VALUE   -      82,000
2001  VALUE   -      82,000
20O2  VALUE   -      82,000
2003  VALUE   -      82,000
2004  VALUE   -      82,000
2005  VALUE   -      92,250
THEREAFTER    - CONSTANT

GAYFERS HVAC          , REFERRED TO AS GHVC
DESCRIBED AS    GAYFER'S HVAC CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -         100,929
THEREAFTER - GROWING AT GROWTH RATE EXPG

JC PENNEY'S HVAC , REFERRED TO AS JHVC
DESCRIBED AS JC PENNEY HVAC CONTRIBUTION
AN INFORMATIONAL EXPENSE
1995 VALUE -         40,935
THEREAFTER - CONSTANT

MAJORS HVAC CONTR., REFERRED TO AS MJHV
DESCRIBED AS TOTAL MAJORS HVAC CONTRIBUTION
AN INFORMATIONAL EXPENSE
+100.0% OF DHVC+100.0% OF MHVC
+100.0% OF GHVC+100.0% OF JHVC


<PAGE>


                                    PAGE 9



TOTAL MAJOR CONTR., REFERRED TO AS TMAJ
DESCRIBED AS TOTAL MAJOR CONTRIBUTIONS;INCLUDES CAM,HVAC AND "OTHER"
AN INFORMATIONAL EXPENSE
+100.0% OF MJHV+100.0% OF MAJC
+100.0% OF OMJC

OTHER MAJOR CONTR., REFERRED TO AS OMJC
DESCRIBED AS OTHER MAJORS CONTRIBUTION;INCLUDING RING ROAD CONTRIBUTION.
AN INFORMATIONAL EXPENSE
1995 VALUE -      29,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL  GROSS INCOME
FOR ALL TENANTS SUBJECT  TO VACANCY
1995 VALUE -        3.00
1996 VALUE  -       3.00
1997 VALUE  -       4.00
1998 VALUE  -       5.00
THEREAFTER  -CONSTANT


MANAGEMENT  FEE
- --------------

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1995 VALUE -        3.00
1996 VALUE -        3.00
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 5.000% OF TOTAL RENT

STANDARD METHOD #2 - 2.500% OF TOTAL RENT

STANDARD METHOD #3 - 3.250% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT


<PAGE>


                                   PAGE 10



STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1   - CASHED OUT

STANDARD METHOD #2   - CASHED OUT

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4   - CASHED OUT

STANDARD METHOD #5   - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

CONTRIBUTIONS CONTAINED IN EXPENSE /2
BASED ON RECOVERIES ASSIGNED TO COST CENTER           2 =  ANCHOR CONTRIB.
FOR THOSE TENANTS WITH THE FOLLOWING PRIMARY CLASSIFICATION CODE(S):
    4 - ANCHOR TENANTS


CAPITAL EXPENDITURES
- --------------------

REPL'MENT RESERVE
MARKET RATE RESX, MULTIPLIED BY AREA MEASURE OGLA

CAPITAL REPAIRS
1995 VALUE -         0.00
1996 VALUE -         0.00
1997 VALUE -    1,800,000
1998 VALUE -    1,800,000
THEREAFTER -  ZERO


<PAGE>


                                    PAGE 11



PRIMARY CLASSIFICATION CODES
- ----------------------------

     1 - MALL SHOP TENANTS
     2 - FOOD COURT TENANTS
     3 - KIOSK TENANTS
     4 - ANCHOR TENANTS


SECONDARY CLASSIFICATION CODES
- ------------------------------

     1    TENANTS   < 750
     2    TENANTS   751-1200
     3    TENANTS   1201-2000
     4    TENANTS   2001-3600
     5    TENANTS   3501-5000
     6    TENANTS   5001-10000
     7    TENANTS   > 10000
     8    FOOD COURT TENANTS
     9    KIOSK TENANTS
     10   ANCHOR TENANTS


COST CENTERS
- ------------

     1 - CAM-MALL SHOPS      
     2 - ANCHOR CONTRIB.     
     3 - TAX-MALL SHOPS      
     4 - ADD'L CAM-CAP.EXP.  
     5 - UTL - UTILITY INCOME
     6 - W&S-WATER & SEWER   
     7 - HVC-HVAC INCOME     
     8 - OTHER CHARGES       
                             
     
SALES   VOLUME PROFILE
- --------------------

            PERCENT OF         RELATIVE
 MONTH     ANNUAL SALES         VOLUME
- -----      ------------        --------
  JAN         8.33%              1.00
  FEB         8.33%              1.00
  MAR         8.33%              1.00
  APR         8.33%              1.00
  MAY         8.33%              1.00
  JUN         8.33%              1.00
  JUL         8.33%              1.00
  AUG         8.33%              1.00
  SEP         8.33%              1.00
  OCT         8.33%              1.00
  NOV         8.33%              1.00


<PAGE>


                                    PAGE 12



DEC           8.33%        1.00
            -------      -------
TOTALS      100.00%       12.00


GLOBAL RECOVERIES
- -----------------

CAM RECOVERY REFERRED TO AS CAM*
DESCRIBED AS CAM RECOVERY FOR NEW AND RENEWING TENANTS
ASSIGNED TO COST CENTER 1 - CAM-MALL SHOPS 
PRO RATA SHARERECOVERY OF EXPENSE CAM*
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREAMEASURE OCC2
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

BILL.  TAX-95, ADJMT, REFERRED TO AS TX95
DESCRIBED AS TAX RECOVERY FOR TENANTS IN OCCUPANCY IN 1995 OR BEFORE.
ASSIGNED TO COST CENTER     3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TX95 
PRO RATED ON TENANT SQUARE FOOTAGE
OVER AREA MEASURE OCC2 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR
EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

MALL SHOP TAX RECV, REFERRED TO AS TAX* 
DESCRIBED AS TAX RECOVERY FOR NEW AND RENEWING TENANTS 
ASSIGNED TO COST CENTER    3 - TAX-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE TAX' 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OCC2 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

HVAC/UTIL.  RECOV. , REFERRED TO AS UTL*
DESCRIBED AS UTILITY RECOVERY FOR NEW AND RENEWING TENANTS
ASSIGNED TO COST CENTER      7 - HVC-HVAC INCOME
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR I VALUE - MARKET RATE UTLR
THEREAFTER   - GROWING AT GROWTH RATE UTLG
CAP          - NONE

ADD'L CAM-CAP.EXP., REFERRED TO AS CAPC 
ASSIGNED TO COST CENTER 4 - ADD'L CAM-CAP.EXP.
PRO RATA SHARE RECOVERY OF EXPENSE CAPC 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OCC1 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

GLB1
DESCRIBED AS GLOBAL RECOVERY FOR NEW AND RENEWING TENANTS;INCLUDES CAM,TAXES,
AND UTILITY/HVAC.


<PAGE>


                                    PAGE 13



GLOBAL GROUPING
GLOBAL RECOVERY  CAM*
GLOBAL RECOVERY  TAX*
GLOBAL RECOVERY  UTL*
GLOBAL RECOVERY  CAPC


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

# 1 - MKT1
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -     O/YEAR
THEREAFTER     - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 14



          LENGTH       VACANT     SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS    INCREASE   FREE RENT  COMMISSIONS ALTERATIONS
- ----   ------------    ------    --------   ---------  ----------- -----------
  1      10.00           2        NONE        NONE          YES        YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT         0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MKT2
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE!               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -             0/YEAR
   THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 15



          LENGTH     VACANT    SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS  INCREASE   FREE RENT    COMMISSIONS ALTERATIONS
- ---- ------------    ------   --------  ---------   -----------   -----------
  1      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 3 - MKT3
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT :
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER      - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 16



        LENGTH      VACANT    SQ FT     MONTHS OF
TERM YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ---- ------------   ------   --------   ---------   -----------  -----------
  1      10.00         2       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT`3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT        0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 4 - MKT4
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER      - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 17



       LENGTH        VACANT     SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ---- ------------    ------   --------   ---------   -----------   -----------
  1      10.00          2       NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT        0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:    MARKET RATE COMB
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 5 - MKT5
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER     - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 18



          LENGTH     VACANT     SQ FT   MONTHS OF
TERM YEARS.MONTHS    MONTHS   INCREASE  FREE RENT   COMMISSIONS ALTERATIONS
- ---- ------------    ------   --------  ---------   -----------   -----------
  1       10.00         2       NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

 # 6 - MKT6
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER      - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 19



          LENGTH     VACANT     SQ FT   MONTHS OF
TERM YEARS.MONTHS    MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ---- ------------    ------   --------  ---------   -----------   -----------
  1      10.00          2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 7 - MXT7
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               7 - TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER     - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 20




       LENGTH        VACANT     SO FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ---- ------------    ------   --------   ---------   -----------   -----------
  1      10.00          2       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT-
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 8 - MKT8-FOOD COURT
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 2 - FOOD COURT TENANTS
SECONDARY CODE:               8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                    PAGE 21



       LENGTH        VACANT    SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ---- ------------    ------  --------   ---------   -----------    -----------
  1     10.00          2       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE SALR
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- ------------------- ----------------------------------------------------------

# 9 - MKT9-KIOSKS
BASE LEASE DATES:       1/1996 TO 12/2000
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                3 - KIOSK TENANTS
SECONDARY CODE:              9 - KIOSK TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH        VACANT    SQ FT    MONTHS OF
TERM YEARS.MONTHS    MONTHS  INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ---- ------------    ------  --------   ---------   -----------    -----------


<PAGE>


                                    PAGE 22



1       5.00           2     NONE        NONE         YES            NO
2       5.00           2     NONE        NONE         YES            NO

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 36
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:   NONE


<PAGE>


                        PRO-Ject+ Tenant Register Report


<PAGE>


                                NORTHPARK MALL
                           PROJECT DESIGNATOR: NPRK
                                TENANT REGISTER
                                6/1/96 @ 10:27



                 TENANT                  SQUARE FEET    BEGIN DATE    END DATE
- -------------------------------------    -----------    ----------    --------
# 1  - SUITE 102     EDDIE BAUER              5,792      5/1993       1/2004
# 2  - SUITE 112     VACANT LEASE-UP          2,395      4/1998       3/2008
# 3  - SUITE 114     U.S. MALE                1,761     11/1989      12/1999
# 4  - SUITE 202     CASUAL CORNER            3,670      9/1994       9/2004
# 5  - SUITE 204     THE GAP                  8,785      5/1995       5/2003
# 6  - SUITE 210     STRIDE RITE              1,100     10/1994      9/2004
# 7  - SUITE 212     AMERICAN EAGLE           3,830      4/1990       1/2001
# 8  - SUITE 214     VACANT LEASE-UP          3,369      6/1996       5/2006
# 9  - SUITE 216     THE DISNEY STORE         3,716     10/1993      10/2003
# 10 - SUITE 226     LANE BRYANT              6,364      7/1994       7/2006
# 11 - SUITE 228     EXPRESS                  8,730     11/1994       1/2007
# 12 - SUITE 230     THINGS REMEMBERED        1,250      6/1990       6/2000
# 13 - SUITE 232     FRIEDMANS                  904     11/1995      12/2005
# 14 - SUITE 234     MOTHERHOOD               1,191      3/1989       3/1999
# 15 - SUITE 236     FOOTLOCKER               3,451     11/1991      10/2001
# 16 - SUITE 238     RADIO SHACK              2,737      9/1984       9/1996
# 17 - SUITE 242     LENS CRAFTERS            6,500      2/1988       2/1998
# 18 - SUITE 302     CYBERSTATION             2,810      6/1996       5/2006
# 19 - SUITE 304     MASTER CUTS              1,095      3/1995       2/2005
# 20 - SUITE 306     PET CONNECTION           1,962     11/1989      12/1999
# 21 - SUITE 308     GENERAL NUTRITION        1,951     10/1994       9/2004
# 22 - SUITE 310     BLOCKBUSTER MUSIC        1,860      2/1992       3/2000
# 23 - SUITE 314     CHICK-FIL-A              2,370      9/1984       9/1999
# 24 - SUITE 316     GYMBOREE                 1,200     10/1994       1/2005
# 25 - SUITE 318     THE BODY SHOP              675      6/1994       5/2004
# 26 - SUITE 320     KIDS FOOTLOCKER          1,701      2/1992       1/2002
# 27 - SUITE 402     KIRKLANDS                4,096     10/1993       1/2003
# 28 - SUITE 406     SPORTS AVE               1,396     11/1995       8/2005
# 29 - SUITE 408     MERLE NORMAN               668     11/1986      10/1996
# 30 - SUITE 410     CALIFORNIA NAILS           562      9/1994      10/1997
# 31 - SUITE 412     BENTLEY'S LUGGAGE        3,471      3/1994      12/2003
# 32 - SUITE 502     THE SHOE DEPT.           3,668     11/1993       1/2004
# 33 - SUITE 506     VACANT LEASE-UP          2,611      6/1998       5/2008
# 34 - SUITE 508     PAYLESS SHOES            2,924     11/1987      11/1997
# 35 - SUITE 510     AFTERTHOUGHTS            1,065     10/1994       9/2004
# 36 - SUITE 512     FAMILY BOOKSTORES        2,296     11/1994      12/2000
# 37 - SUITE 602     STRUCTURE                5,337     10/1993       1/2006
# 38 - SUITE 606     ELECTRONICS BOUTIQ         987      5/1992       4/2002
# 39 - SUITE 608     SUNGLASS HUT               620      3/1996       1/2006
# 40 - SUITE 610     BARNIE'S COFFEE            551      1/1988      12/1996
# 41 - SUITE 612     VACANT LEASE-UP            600     10/1996       9/2006
# 42 - SUITE 614     VACANT LEASE-UP          2,320      2/1998       1/2008
# 43 - SUITE 708     WARNER BROS.             7,414      4/1995       3/2007
# 44 - SUITE 718     GAP KIDS/BABY GAP        5,093      3/1995       3/2000
# 45 - SUITE 724     BANANA REPUBLIC          5,112      3/1995       3/2000
# 46 - SUITE 732     BATH & BODY              2,527      3/1995       3/2005
# 47 - SUITE 736     J RIGGINS                2,302      3/1985       1/2004
# 48 - SUITE 738     VICTORIA SECRETS         5,764     10/1992       1/2005
# 49 - SUITE 802     COOK AND LOVE            1,836      7/1987       7/1997


<PAGE>

NORTHPARK MALL                                                         PAGE 2



                  TENANT               SQUARE FEET    BEGIN DATE      END DATE
- -------------------------------------  -----------    ----------      --------
# 50 - SUITE  804   WICKS N STICKS             772        9/1994        9/2004
# 51 - SUITE  806   GARDEN BOTANIKA          1,514        6/1996        5/2006
# 52 - SUITE  808   SOFTWARE, ETC            1,106        4/1994        3/2004
# 53 - SUITE  810   TRADITIONAL JEWEL        1,037        7/1992        5/1997
# 54 - SUITE  812   WILLIAMS SONOMA          3,838       10/1995        1/2008
# 55 - SUITE  814   LIMITED TOO              4,055        3/1995        2/2007
# 56 - SUITE  816   THE LIMITED              7,280        6/1994        6/2006
# 57 - SUITE  819   LAURA ASHLEY             1,882        4/1987        1/1998
# 58 - SUITE  820   COUNTY SEAT              4,340       11/1994        1/2005
# 59 - SUITE  822   THE BOMBAY COMPANY       4,655       11/1994       10/2006
# 60 - SUITE  824   PAUL HARRIS              4,082        3/1985        3/1997
# 61 - SUITE  826   VACANT LEASE-UP          3,289       11/1997       10/2007
# 62 - SUITE  828   RACK ROOM SHOES          4,898        4/1996        3/2006
# 63 - SUITE  1002  THE MAN HOLE             2,442        9/1987        8/1997
# 64 - SUITE  1004  VACANT LEASE-UP          1,350        4/1997        3/2007
# 65 - SUITE  1008  SBARRO'S                 1,569       10/1994        9/2004
# 66 - SUITE  1010  VACANT LEASE-UP            820       11/1996       10/2006
# 67 - SUITE  1012  RUBY TUESDAY             4,455        7/1985        7/2000
# 68 - SUITE  1102  ARBY'S                   1,995       10/1994       12/2004
# 69 - SUITE  1104  MORRISONS CAFE           8,694        9/1984        9/2004
# 70 - SUITE  1106  TROPIK SUN FRUIT           397       12/1991       12/2000
# 71 - SUITE  1108  REEDS JEWELRY            1,073        2/1995        1/2005
# 72 - SUITE  1110  PETITE SOPHISTICAT       2,064        5/1993        4/2004
# 73 - SUITE  1114  NINE WEST                1,206        4/1995        3/2005
# 74 - SUITE  1118  ANN TAYLOR               5,427        9/1995        1/2006
# 75 - SUITE  1120  CACHE                    2,087        9/1996        8/2006
# 76 - SUITE  1122  LYNNS HALLMARK           2,724        7/1993       12/2004
# 77 - SUITE  1202  NATURE COMPANY           1,694       10/1992        1/2005
# 78 - SUITE  1204  CRABTREE & EVELYN        1,015       11/1994       12/2004
# 79 - SUITE  1206  FREDERICKS               1,015        5/1990        1/1999
# 80 - SUITE  1208  EASY SPIRIT              1,040        7/1995        3/2005
# 81 - SUITE  1210  5-7-9 SHOP               1,363        9/1984        9/1996
# 82 - SUITE  1212  JEANS WEST               1,310        9/1984        9/1996
# 83 - SUITE  1213  SUNGLASS HUT INT'L         570        1/1996        1/2006
# 84 - SUITE  1214  VACANT LEASE-UP            154        6/1997        5/2007
# 85 - SUITE  1216  LERNERS                  5,354        2/1986        2/1998
# 86 - SUITE  1220  THE FINISH LINE          6,255       11/1995       10/2005
# 87 - SUITE  1304  CAMELOT MUSIC            4,799        1/1985       12/2001
# 88 - SUITE  1306  TRADE SECRETS            1,367       10/1995        9/2005
# 89 - SUITE  1308  ABERCROMBE & FITCH      10,600        8/1996        7/2008
# 90 - SUITE  1312  SWEET FACTORY              688        6/1996        5/2006
# 91 - SUITE  1316  ANTIE ANNE PRETZEL         550        8/1996        7/2006
# 92 - SUITE  1320  LADY FOOTLOCKER          2,658       11/1995        6/2005
# 93 - SUITE  1322  CLAIRES BOUTIQUE          728         7/1995        7/2005
# 94 - SUITE  1324  SUNCOAST MOTION          2,421       10/1989        1/2000
# 95 - SUITE  1326  KAY BEE TOYS             3,104        9/1984        9/1996
# 96 - SUITE  1328  VACANT LEASE-UP          2,088        8/1997        7/2007
# 97 - SUITE  1404  GINGISS FORMALWEAR       1,120       10/1994        9/2002
# 98 - SUITE  1406  WOLF CAMERA              1,302        8/1991        7/2001
# 99 - SUITE  1410  STEAK ESCAPE             2,029       10/1996        9/2006
#100 - SUITE  1412  B. DALTON BOOKS          6,660        4/1994        1/2006
#101 - SUITE  1412  VACANT LEASE-UP          1,745        2/1997        1/2007


<PAGE>

                                  

NORTHPARK MALL                                                         PAGE 3



                  TENANT              SQUARE FEET    BEGIN DATE     END DATE
- ------------------------------------- -----------    ----------     --------
#102 - SUITE 1416  NORTHPARK BARBER           810       1/1988      12/1997
#103 - SUITE 1418  TRUSTMARK NATIONAL         156      10/1995       9/2000
#104 - SUITE 1602  PACIFIC SUNWEAR          2,240       9/1995      12/2005
#105 - SUITE 1604  UPS & DOWNS              2,267      10/1996       9/2006
#106 - SUITE 1606  DOLCIS                   1,640      12/1994      12/2004
#107 - SUITE 1608  LEE MICHEALS JEWL.       1,525      10/1995      12/2005
#108 - SUITE 1610  GREAT AMERICAN CO.         604      10/1994       9/2004
#109 - SUITE 1612  WE LOVE YOGURT             690       1/1996      12/2005
#110 - SUITE 1614  CHAMPS SPORTS            5,106       4/1992       3/2002
#111 - SUITE 1801  COMMUNITY ROOM               1       1/1996      12/2015
#112 - SUITE 1807  UNDERGROUND              2,032       7/1996       6/2006
#113 - SUITE 2001  AT&T PHONE CENTER        1,698      10/1987       4/1996
#114 - SUITE 2003  CPI PHOTO FINISH         1,323      10/1994       9/1999
#115 - SUITE 2005  EYEMASTERS               3,450       4/1994       3/2004
#116 - SUITE W.S.STORSTORAGE                1,065      10/1995       9/2010
#117 - ANCHOR REFERENCE                         1       1/1995      12/2014
                                       -----------
        117 TENANTS                       309,677
                                       ===========
                                            


<PAGE>


                       PRO-Ject+ Lease Expiration Report
                           

<PAGE>


                                NORTHPARK MALL
                           PROJECT DESIGNATOR: NPRK
                               EXPIRATION REPORT
                       YEARS 1996 TO 2008, ALL TENANTS,
                    INCLUDING OPTIONS, INCLUDING RENEWALS,
                   EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                     BASE RENTS INCLUDING CPI ADJUSTMENTS,
                          INCLUDING PERCENTAGE RENTS
                                6/ 1/96 @ 10:29


<TABLE>

<CAPTION>
                                     TERM/      BASE                TOTAL    MARKET
      TENANT           SQUARE FT   END DATE    RENT/SF    RECV/SF  RENT/SF   RENT/SF
- -------------------    ---------   ---------   -------    -------   -------  -------
<S>                    <C>         <C>         <C>        <C>       <C>      <C>
#113-SUITE 2001                      INITIAL
AT&T PHONE CENTER          1,698     4/1996      20.00     0.00      20.00    30.00
                       ---------               -------   -------   -------   -------
 1 FY 96 EXPIRATIONS       1,698                 20.00     0.00      20.00    30.00


# 81-SUITE 1210                      INITIAL
5-7-9 SHOP                 1,363     9/1996      17.00     13.05     30.05    30.00

# 82-SUITE  1212                     INITIAL
JEANS WEST                 1,310     9/1996      17.00     13.15     30.15    30.00

# 95-SUITE  1326                     INITIAL
KAY BEE TOYS               3,104     9/1996      20.00     11.25     31.24    27.50

# 16-SUITE 238                       INITIAL
RADIO SHACK                2,737     9/1996      15.50     11.86     27.36    27.50

# 29-SUITE 408                       INITIAL
MERLE NORMAN                  668    10/1996     26.43     14.32     40.74    65.00

# 40-SUITE 610                       INITIAL
BARNIE'S COFFEE               551    12/1996     45.36     13.39     58.76    66.95

# 60-SUITE 824                       INITIAL
PAUL HARRIS                4,082     3/1997      15.00     12.78     27.78    25.75

# 53-SUITE 810                       INITIAL
TRADITIONAL JEWEL          1,037     5/1997      48.35     13.13     61.48    46.35
                        ---------               -------  -------   -------   -------
 8 FY 97 EXPIRATIONS       14,852                20.47     12.46     32.93    31.94
                        ---------               -------  -------   -------   -------
 9 CUMULATIVE EXPS         16,550                20.42     11.19     31.60    31.74


# 49-SUITE 802                       INITIAL
COOK AND LOVE              1,836     7/1997      20.00     11.20     31.20    30.90

# 63-SUITE 1002                      INITIAL
THE MAN HOLE               2,442     8/1997      16.00     11.11     27.11    28.32

</TABLE>

<PAGE>


                                                                        PAGE 2


<TABLE>

<CAPTION>
                                     TERM/      BASE                TOTAL    MARKET
      TENANT           SQUARE FT   END DATE    RENT/SF    RECV/SF  RENT/SF   RENT/SF
- -------------------    ---------   ---------   -------    -------   -------  -------
<S>                    <C>         <C>         <C>        <C>       <C>      <C>

# 30-SUITE 410                     INITIAL
CALIFORNIA NAILS          562      10/1997     46.83      14.75     61.58      66.95

# 34-SUITE 508                     INITIAL
PAYLESS SHOES           2,924      11/1997     17.00      11.58     28.58      28.32

#102-SUITE 1416                    INITIAL
NORTHPARK BARBER          810      12/1997     37.48      13.81     51.29      47.74

# 57-SUITE 819                     INITIAL
LAURA ASHLEY            1,882      1/1998      17.74      13.68     31.42      31.83

# 85-SUITE 1216                    INITIAL
LERNERS                 5,354      2/1998      17.00      12.43     29.43      23.87

# 17-SUITE 242                     INITIAL
LENS CRAFTERS           6,500      2/1998      12.00      12.37     24.37      23.87
                       ------                 -------   -------     -------  -------
 8 FY 98 EXPIRATIONS   22,310                  17.24      12.27     29.51      28.14
                       ------                 -------   -------     -------  -------
17 CUMULATIVE EXPS     38,860                  18.59      11.81     30.40      29.67

 
# 79-SUITE 1206                    INITIAL
FREDERICKS              1,015      1/1999      30.01      15.56     45.56      49.17

# 14-SUITE   234                   INITIAL
MOTHERHOOD              1,191      3/1999      22.01      13.79     35.80      49.17
                       ------                 ------    -------    -------   -------
 2 FY 99 EXPIRATIONS    2,206                  25.69      14.61     40.29      49.17
                       ------                 ------    -------    -------   -------
19 CUMULATIVE EXPS     41,066                  18.97      11.96     30.93      30.72


# 23-SUITE 314                     INITIAL
CHICK-FIL-A             2,370      9/1999      42.09      13.75     55.84      30.05

#114-SUITE 2003                    INITIAL
CPI PHOTO FINISH        1,323      9/1999      25.41      14.80     40.22      32.78

# 3-SUITE 114                      INITIAL
U.S. MALE               1,761      12/1999     23.85      12.62     36.47      33.77

# 20-SUITE 306                     INITIAL
PET CONNECTION          1,962      12/1999     15.30      13.54     28.84      33.77

# 94-SUITE 1324                    INITIAL
SUNCOAST MOTION         2,421      1/2000      27.00      14.49     41.49      30.95
 
</TABLE>

<PAGE>


                                                                        PAGE 3


<TABLE>

<CAPTION>
                                      TERM/      BASE                  TOTAL     MARKET
      TENANT             SQUARE FT   END DATE    RENT/SF    RECV/SF   RENT/SF    RENT/SF
- -------------------      ---------   ---------   -------    -------   -------    -------
<S>                      <C>         <C>         <C>        <C>       <C>        <C>

# 45-SUITE 724                         INITIAL
BANANA REPUBLIC              5,112      3/2000     28.00      13.78     41.78      25.32

# 22-SUITE 310                         INITIAL
BLOCKBUSTER MUSIC            1,860      3/2000     28.00      14.13     42.13      33.77

# 44-SUITE 718                         INITIAL
GAP KIDS/BABY GAP            5,093      3/2000     31.01      15.02     46.03      25.32
                         ---------               -------    -------    -------   -------
 8 FY100 EXPIRATIONS        21,902                 28.49      14.12     42.61      29.06
                         ---------               -------    -------    -------   -------
27 CUMULATIVE EXPS          62,968                 22.28      12.71     34.99      30.14



# 12-SUITE 230                         INITIAL
THINGS REMEMBERED            1,250      6/2000     28.00      12.90     40.91      33.77

# 67-SUITE 1012                        INITIAL
RUBY TUESDAY                 4,455      7/2000     22.79      13.82     36.61      28.14

#103-SUITE 1418                        INITIAL
TRUSTMARK NATIONAL             156     9/2000      76.92       3.38     80.31      73.16

# 36-SUITE 512                         INITIAL
FAMILY BOOKSTORES            2,296     12/2000     22.44      14.62     37.06      31.88

# 70-SUITE 1106                        INITIAL
TROPIK SUN FRUIT               397     12/2000     74.84      17.86     92.71      75.35

# 7-SUITE 212                          INITIAL
AMERICAN EAGLE               3,830     1/2001     26.84      12.95     39.79      28.98
                         ---------               -------    -------    -------   -------
 6 FY101 EXPIRATIONS        12,384                 26.85      13.61     40.46      31.74
                         ---------               -------    -------    -------   -------
33 CUMULATIVE EXPS          75,352                 23.03      12.86     35.89      30.41



# 98-SUITE 1406                        INITIAL
WOLF CAMERA                  1,302      7/2001     34.56      14.28     48.84      34.78

# 15-SUITE 236                         INITIAL
FOOTLOCKER                   3,451     10/2001     42.05      15.68     57.74      31.88

# 87-SUITE    1304                     INITIAL
CAMELOT MUSIC                4,799     12/2001     29.91      13.90     43.80      29.85

# 26-SUITE 320                         INITIAL
KIDS FOOTLOCKER              1,701      1/2002     29.64      16.15     45.79      35.82

</TABLE>


<PAGE>


                                                                        PAGE 4

<TABLE>

<CAPTION>
                                     TERM/      BASE               TOTAL    MARKET
      TENANT          SQUARE FT   END DATE    RENT/SF    RECV/SF  RENT/SF   RENT/SF
- -------------------   ---------   ---------   -------    -------   -------  -------
<S>                   <C>         <C>         <C>        <C>       <C>      <C>

#110-SUITE 1614                     INITIAL
CHAMPS SPORTS             5,106     3/2002      23.15     13.61    36.76     26.87

# 38-SUITE 606                      INITIAL
ELECTRONICS BOUTIQ          987     4/2002      77.71     13.43    91.15     53.73
                      ---------               -------   -------   -------  -------
6 FY102 EXPIRATION       17,346                 33.38     14.39    47.77     31.69
                      ---------               -------   -------   -------  -------
39 CUMULATIVE EXPS       92,698                 24.97     13.14    38.11     30.65


# 97-SUITE 1404                      INITIAL
GINGISS FORMALWEAR        1,120     9/2002      38.85     16.69    55.54     53.73

# 27-SUITE 402                       INITIAL
KIRKLANDS                 4,096     1/2003      26.71     16.62    43.33     30.75

# 5-SUITE 204                       INITIAL
THE GAP                   8,785     5/2003      42.75     16.13    58.88     27.67
                       ---------              -------   -------   -------  -------
3 FY103 EXPIRATIONS       14,001                37.75     16.32    54.06     30.66
                       ---------              -------   -------   -------  -------
42 CUMULATIVE EXPS       106,699                26.65     13.56    40.21     30.65


# 9-SUITE 216                       INITIAL
THE DISNEY STORE          3,716     10/2003     24.00     16.50    40.50     30.75

# 31-SUITE 412                      INITIAL
BENTLEY'S LUGGAGE         3,471     12/2003     18.00     16.62    34.62     34.84

# 1-SUITE 102                       INITIAL
EDDIE BAUER               5,792     1/2004      30.70     17.05    47.75     28.50

# 32-SUITE 502                      INITIAL
THE SHOE DEPT.            3,668     1/2004      25.00     17.14    42.14     31.67

# 47-SUITE 736                      INITIAL
J RIGGINS                 2,302     1/2004      30.00     17.15    47.15     34.84

# 52-SUITE 808                      INITIAL
SOFTWARE, ETC             1,106     3/2004      51.46     17.14    68.60     57.00

#115-SUITE 2005                     INITIAL
EYEMASTERS                3,450     3/2004      18.00     17.14    35.14     34.84

# 72-SUITE 1110                     INITIAL
PETITE SOPHISTICAT        2,064     4/2004      25.19     16.59    41.78     34.84

</TABLE>

<PAGE>


                                                                        PAGE 5



<TABLE>

<CAPTION>
                                   TERM/       BASE                TOTAL    MARKET
      TENANT          SQUARE FT   END DATE    RENT/SF    RECV/SF  RENT/SF   RENT/SF
- -------------------   ---------   ---------   -------    -------   -------  -------
<S>                   <C>         <C>         <C>        <C>       <C>      <C>

# 25-SUITE 318                     INITIAL
THE BODY SHOP                675    5/2004      59.25     18.90    78.15     82.34
                       ---------               -------  -------   -------  -------
 9 FY104 EXPIRATIONS      26,244                26.72     16.96    43.68     34.57
                       ---------               -------  -------   -------  -------
51 CUMULATIVE EXPS       132,943                26.66     14.23    40.89     31.42


# 50-SUITE 804                     INITIAL
WICKS N STICKS               772    9/2004      46.63     17.15    63.78     82.34

# 65-SUITE 1008                    INITIAL
SBARRO'S                   1,569    9/2004      35.79     17.51    53.31     38.00

# 35-SUITE 510                     INITIAL
AFTERTHOUGHTS              1,065    9/2004      33.80     17.15    50.95     57.00

#108-SUITE 1610                    INITIAL
GREAT AMERICAN CO.           604    9/2004      79.47     27.10   106.57     82.34

# 69-SUITE 1104                    INITIAL
MORRISONS CAFE             8,694    9/2004      14.09     17.27    31.37     28.50

# 6-SUITE-210                      INITIAL
STRIDE RITE                1,100    9/2004      50.24     17.15    67.39     57.00

# 21-SUITE 308                     INITIAL
GENERAL NUTRITION          1,951    9/2004      29.00     15.09    44.09     38.00

# 4-SUITE 202                      INITIAL
CASUAL CORNER              3,670    9/2004      27.00     17.75    44.75     31.67

# 68-SUITE 1102                    INITIAL
ARBY'S                     1,995   12/2004      20.88     20.74    41.62     39.14

# 76-SUITE 1122                    INITIAL
LYNNS HALLMARK            2,724    12/2004      26.73     14.67    41.40     35.88

#106-SUITE 1606                    INITIAL
DOLCIS                    1,640    12/2004      40.00     15.89    55.90     39.14

#  78-SUITE 1204                   INITIAL
CRABTREE & EVELYN         1,015    12/2004      49.27     17.14    66.41     58.71

# 58-SUITE 820                     INITIAL
COUNTY SEAT               4,340     1/2005      33.00     16.23    49.23     32.62

# 77-SUITE 1202                    INITIAL
NATURE COMPANY            1,694     1/2005      34.38     17.55    51.93     39.14

</TABLE>


<PAGE>


                                                                        PAGE 6


<TABLE>

<CAPTION>
                                     TERM/      BASE               TOTAL    MARKET
      TENANT          SQUARE FT   END DATE    RENT/SF    RECV/SF  RENT/SF   RENT/SF
- -------------------   ---------   ---------   -------    -------   -------  -------
<S>                   <C>         <C>         <C>        <C>       <C>      <C>

# 48-SUITE 738                      INITIAL
VICTORIA SECRETS           5,764    1/2005      28.83     15.27     44.10    29.36

# 71-SUITE 1108                     INITIAL
REEDS JEWELRY              1,073    1/2005      60.21     23.58     83.79    58.71

# 24-SUITE 316                      INITIAL
GYMBOREE                   1,200    1/2005      44.13     17.64     61.77    58.71

# 19-SUITE 304                      INITIAL
MASTER CUTS                1,095    2/2005      36.53     17.72     54.25    58.71

# 73-SUITE 1114                     INITIAL
NINE WEST                  1,206    3/2005      37.50     18.92     56.42    39.14

# 80-SUITE 1208                     INITIAL
EASY SPIRIT                1,040    3/2005      42.00     11.10     53.10    58.71

# 46-SUITE 732                      INITIAL
BATH & BODY                2,527    3/2005      27.00     16.86     43.86    35.88
                       ---------               -------  -------   -------  -------
21 FY105 EXPIRATIONS      46,738                30.43     17.01     47.43    38.68
                       ---------               -------  -------   -------  -------
72 CUMULATIVE EXPS       179,681                27.64     14.95     42.59    33.31


# 92-SUITE 1320                     INITIAL
LADY FOOTLOCKER            2,658    6/2005      28.22     15.93     44.15    35.88

# 93-SUITE 1322                     INITIAL
CLAIRES BOUTIQUE             728    7/2005      57.69     19.50     77.19    84.81

# 28-SUITE 406                      INITIAL
SPORTS AVE                 1,396    8/2005      35.00     16.72     51.72    39.14

# 88-SUITE  1306                    INITIAL
TRADE SECRETS              1,367    9/2005      27.80     17.05     44.85    39.14

# 86-SUITE 1220                     INITIAL
THE FINISH LINE            6,255    10/2005     20.00     20.12     40.12    29.36

# 13-SUITE 232                      INITIAL
FRIEDMANS                    904    12/2005     66.37     21.07     87.44    60.48

#107-SUITE 1608                     INITIAL
LEE MICHEALS JEWL.         1,525    12/2005     37.00     19.68     56.68    40.32

#104-SUITE 1602                     INITIAL
PACIFIC SUNWEAR            2,240    12/2005     29.46     16.84     46.30    36.96

</TABLE>

<PAGE>


                                                                        PAGE 7




<TABLE>

<CAPTION>
                                      TERM/      BASE               TOTAL    MARKET
      TENANT            SQUARE FT   END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- -------------------     ---------   ---------   -------   -------  -------   -------
<S>                     <C>         <C>         <C>       <C>       <C>      <C>

#109-SUITE 1612                      INITIAL
WE LOVE YOGURT              690      12/2005     68.83     27.72    96.56     87.35

# 83-SUITE 1213                      INITIAL
SUNGLASS HUT INT'L          570      1/2006      73.68     17.87    91.56     87.35
  
# 39-SUITE 608                       INITIAL
SUNGLASS HUT                 620     1/2006      72.58     17.09    89.67     87.35

# 74-SUITE 1118                      INITIAL
ANN TAYLOR                 5,427     1/2006      25.00     16.80    41.80     30.24

#100-SUITE  1412                     INITIAL
B. DALTON BOOKS            6,660     1/2006      33.10     18.21    51.31     30.24

# 37-SUITE 602                       INITIAL
STRUCTURE                  5,337     1/2006      22.00     16.89    38.90     30.24

# 62-SUITE 828                       INITIAL
RACK ROOM SHOES            4,898     3/2006      22.00     17.11    39.11     33.60

# 8-SUITE 214                        INITIAL
VACANT LEASE-UP            3,369     5/2006      30.25     17.10    47.36     36.96

# 90-SUITE 1312                      INITIAL
SWEET FACTORY                688     5/2006      66.85     23.70    90.56     87.35

# 18-SUITE 302                       INITIAL
CYBERSTATION               2,810     5/2006      24.02     17.10    41.12     36.96

# 51-SUITE 806                       INITIAL
GARDEN BOTANIKA            1,514     5/2006      38.00     16.86    54.86     40.32
                        ---------              -------   -------   -------   -------
19 FY106 EXPIRATIONS      49,656                 30.21     17.92    48.13     37.32
                        ---------              -------   -------   -------   -------
91 CUMULATIVE EXPS       229,337                 28.20     15.59    43.79     34.18



#113-SUITE 2001                   RENEWAL 1
AT&T PHONE CENTER          1,698     6/2006      33.00     17.10    50.11     40.32

#112-SUITE 1807                      INITIAL
UNDERGROUND                2,032     6/2006      25.00     17.10    42.10     36.96

# 56-SUITE 816                       INITIAL
THE LIMITED                7,280     6/2006      22.00     16.15    38.15     30.24

# 10-SUITE 226                       INITIAL
LANE BRYANT                6,364     7/2006      24.00     17.25    41.26     30.24

</TABLE>

<PAGE>


                                                                        PAGE 8



<TABLE>

<CAPTION>
                                     TERM/      BASE               TOTAL    MARKET
      TENANT          SQUARE FT   END DATE    RENT/SF    RECV/SF  RENT/SF   RENT/SF
- -------------------   ---------   ---------   -------    -------   -------  -------
<S>                   <C>         <C>         <C>        <C>       <C>      <C>

# 91-SUITE 1316                    INITIAL
ANTIE ANNE PRETZEL           550    7/2006      72.72     17.11    89.83     87.35

# 75-SUITE 1120                    INITIAL
CACHE                      2,087    8/2006      25.00     17.11    42.11     36.96

# 99-SUITE 1410                    INITIAL
STEAK ESCAPE               2,029    9/2006      27.50     17.10    44.61     36.96

#105-SUITE 1604                    INITIAL
UPS & DOWNS                2,267    9/2006      27.50     17.11    44.61     36.96

# 41-SUITE 612                     INITIAL
VACANT LEASE-UP              600    9/2006      66.00     17.10    83.10     87.35

# 66-SUITE 1010                    INITIAL
VACANT LEASE-UP              820   10/2006      49.51     17.11    66.61     60.48

# 59-SUITE 822                     INITIAL
THE BOMBAY COMPANY         4,655   10/2006      29.00     18.21    47.21     33.60

# 16-SUITE 238                    RENEWAL 1
RADIO SHACK                2,737   11/2006      30.25     17.10    47.36     36.96

# 95-SUITE-1326                   RENEWAL 1
KAY BEE TOYS               3,104   11/2006      30.25     17.11    47.36     36.96

# 82-SUITE 1212                   RENEWAL 1
JEANS WEST                 1,310   11/2006      33.00     17.10    50.11     40.32

# 81-SUITE  1210                  RENEWAL 1
5-7-9 SHOP                 1,363   11/2006      33.00     17.11    50.10     40.32

# 29-SUITE  408                   RENEWAL 1
MERLE NORMAN                 668   12/2006      73.65     17.10    90.75     89.98

# 11-SUITE 228                     INITIAL
EXPRESS                    8,730    1/2007      22.00     17.92    39.92     31.15

#101-SUITE 1412                    INITIAL
VACANT LEASE-UP            1,745    1/2007      33.00     17.43    50.43     41.53

# 40-SUITE 610                    RENEWAL 1
BARNIE'S COFFEE              551    2/2007      73.66     17.44    91.10     89.98

# 55-SUITE 814                     INITIAL
LIMITED TOO                4,055    2/2007      25.00     17.14    42.14     34.61

# 64-SUITE 1004                    INITIAL
VACANT LEASE-UP            1,350    3/2007      33.00     17.43    50.44     41.53

</TABLE>

<PAGE>


                                                                        PAGE 9



<TABLE>

<CAPTION>
                                    TERM/       BASE                TOTAL   MARKET
      TENANT          SQUARE FT    END DATE    RENT/SF    RECV/SF  RENT/SF  RENT/SF
- -------------------   ---------    ---------   -------    -------  -------  -------
<S>                   <C>          <C>         <C>        <C>       <C>      <C>

# 43-SUITE 708                      INITIAL
WARNER BROS.               7,414     3/2007      25.00     18.90     43.91     31.15

# 60-SUITE 824                     RENEWAL 1
PAUL HARRIS                4,082     5/2007      28.32     17.44     45.76     34.61

# 84-SUITE 1214                     INITIAL
VACANT LEASE-UP              154     5/2007      66.00     17.45     83.45     89.98
                       ---------                -------   -------   -------  -------
24 FY107 EXPIRATIONS      67,645                 28.19     17.44     45.62     36.35
                       ---------                -------   -------   -------  -------
115 CUMULATIVE EXPS      296,982                 28.19     16.01     44.21     34.67


# 96-SUITE 1328                     INITIAL
VACANT LEASE-UP            2,088     7/2007      30.25     17.44     47.69     38.07

# 53-SUITE 810                     RENEWAL I
TRADITIONAL JEWEL          1,037     7/2007      64.98     17.44     82.41     62.29

# 49-SUITE 802                     RENEWAL 1
COOK AND LOVE              1,836     9/2007      33.99     17.43     51.42     41.53

# 61-SUITE 826                      INITIAL
VACANT LEASE-UP            3,289    10/2007      30.25     17.44     47.69     38.07

# 30-SUITE 410                     RENEWAL 1
CALIFORNIA NAILS             562    12/2007      75.86     17.42     93.29     92.67

# 34-SUITE 508                     RENEWAL 1
PAYLESS SHOES              2,924     1/2008      32.09     17.98     50.07     39.21

# 54-SUITE 812                      INITIAL
WILLIAMS SONOMA            3,838     1/2008      20.00     19.38     39.38     35.64

# 42-SUITE 614                      INITIAL
VACANT LEASE-UP            2,320     1/2008      30.25     17.98     48.23     39.21

#102-SUITE 1416                    RENEWAL 1
NORTHPARK BARBER             810     2/2008      52.52     17.97     70.49     64.16

# 63-SUITE 1002                    RENEWAL 1
THE MAN HOLE               2,442     2/2008      32.09     17.97     50.06     39.21

# 57-SUITE 819                     RENEWAL I
LAURA ASHLEY               1,882     3/2008      35.01     17.97     52.99     42.77

# 2-SUITE 112                       INITIAL
VACANT LEASE-UP            2,395     3/2008      30.25     17.97     48.22     39.21


</TABLE>


<PAGE>


                                                                       PAGE 10


<TABLE>

<CAPTION>
                                     TERM/       BASE               TOTAL    MARKET
      TENANT             SQUARE FT  END DATE    RENT/SF   RECV/SF  RENT/SF   RENT/SF
- -------------------      ---------  ---------   -------   -------   -------  -------
<S>                      <C>        <C>         <C>       <C>       <C>      <C>

  # 85-SUITE 1216                   RENEWAL I
  LERNERS                    5,354     4/2008     26.26    15.94     42.20     32.08

  # 17-SUITE 242                     RENEWAL 1
  LENS CRAFTERS              6,500     4/2008     26.26    17.97     44.23     32.08

  # 33-SUITE 506                      INITIAL
  VACANT LEASE-UP            2,611     5/2008     30.25    17.97     48.23     39.21
                         ---------               -------  -------   -------  -------
  15 FY108 EXPIRATIONS      39,888                30.72    17.72     48.44     38.73
                         ---------               -------  -------   -------  -------
 130 CUMULATIVE EXPS       336,870                28.49    16.22     44.71     35.15
</TABLE>

<PAGE>


                            ENDS Full Data Reports


<PAGE>


Wed Apr 17, 1996                                                        Page 1
                            CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                 PREPARED FOR
                              CUSHMAN & WAKEFIELD
NORTHPARK MALL
PRIMARY TRADE AREA                   COORD:     00:00.00       00:00.00
- ------------------------------------------------------------------------------

DESCRIPTION                                                     TOTALS
- ------------------------------------------------------------------------------

POPULATION
     2001 PROJECTION                                           150,718
     1996 ESTIMATE                                             135,895
     1990 CENSUS                                               118,910
     1980 CENSUS                                                92,200
     GROWTH 1980-1990                                            28.97%

HOUSEHOLDS
     2001 PROJECTION                                            62,315
     1996 ESTIMATE                                              54,758
     1990 CENSUS                                                45,311
     1980 CENSUS                                                32,056
     GROWTH 1980-1990                                            41.35%

1996 ESTIMATED POPULATION BY RACE                              135,895
     WHITE                                                       76.98%
     BLACK                                                       22.07%
     ASIAN & PACIFIC ISLANDER                                     0.73%
     OTHER RACES                                                  0.21%

1996 ESTIMATED POPULATION                                      135,895
     HISPANIC ORIGIN                                              0.64%

OCCUPIED UNITS                                                  45,311
     OWNER OCCUPIED                                              69.73%
     RENTER OCCUPIED                                             30.27%
     1990 AVERAGE PERSONS PER HH                                  2.59

1996 EST. HOUSEHOLDS BY INCOME                                  54,758
     $150,000  OR  MORE                                          6.90%
     $100,000  TO  $149,999                                      5.96%
      $75,000  TO  $ 99,999                                      8.52%
      $50,000  TO  $ 74,999                                     22.56%
      $35,000  TO  $ 49,999                                     17.85%
      $25,000  TO  $ 34,999                                     12.08%
      $15,000  TO  $ 24,999                                     12.54%
      $ 5,000  TO  $ 15,000                                     10.24%
        UNDER $   5,000                                          3.35%

1996 EST. AVERAGE HOUSEHOLD INCOME                             $59,358
1996  EST. MEDIAN HOUSEHOLD INCOME                             $44,904
1996  EST. PER CAPITA INCOME                                   $24,227


<PAGE>


Wed Apr 17, 1996                                                      Page 2

                            CUSTOM SUMMARY REPORT
                         (POP FACTS: FULL DATA REPORT)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                 PREPARED FOR
                              CUSHMAN & WAKEFIELD

NORTHPARK MALL
PRIMARY TRADE AREA                    COORD:        00:00.00         00:00.00
- ------------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- ------------------------------------------------------------------------------

1996 ESTIMATED POPULATION BY SEX                                     135,895 
      MALE                                                             47.80%
      FEMALE                                                           52.20%
                                                  
MARITAL STATUS                                                        92,619
       SINGLE MALE                                                     12.61%
       SINGLE FEMALE                                                   12.41%
       MARRIED                                                         59.07%
       PREVIOUSLY MARRIED MALE                                          4.47%
       PREVIOUSLY MARRIED FEMALE                                       11.44%
                                                  
HOUSEHOLDS WITH CHILDREN                                              17,591
      MARRIED COUPLE FAMILY                                            77.86%
      OTHER FAMILY-MALE HEAD                                            3.34%
      OTHER FAMILY-FEMALE HEAD                                         18.33%
      NON FAMILY                                                        0.47%
                                                  
1996 ESTIMATED POPULATION BY AGE                                     135,895
      UNDER 5 YEARS                                                     6.90%
      5 TO 9 YEARS                                                      7.07%
      10  TO   14  YEARS                                                7.30%
      15  TO   17  YEARS                                                5.05%
      18  TO   20  YEARS                                                3.55%
      21  TO   24  YEARS                                                4.72%
      25  TO   29  YEARS                                                7.97%
      30  TO   34  YEARS                                                8.60%
      35  TO   39  YEARS                                                9.61%
      40  TO   49  YEARS                                               16.78%
      50  TO   59  YEARS                                                9.02%
      60  TO   64  YEARS                                                3.24%
      65  TO   69  YEARS                                                3.31%
      70  TO   74  YEARS                                                2.41%
      75  + YEARS                                                       4.48%
                                                  
      MEDIAN AGE                                                        34.32
      AVERAGE AGE                                                       34.97
                                                 
                                                 
<PAGE>                                    




- --------------------------------------------------------------------------------
                             Mall Sales (1991-1994)
- --------------------------------------------------------------------------------



<PAGE>

================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                      1991
1991 Transactions Chart
Cushman & Wakefield, Inc.
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                                                                
                                                                                                                                
Sale                             Sale     Year                      Total GLA/    Mall Shop     Shop     Mall Shop     NOI/     
 No.        Property Name        Date     Built        Price         GLA Sold        GLA        Ratio    Sales PSF    NOI PSF   
================================================================================================================================
<C>      <S>                     <C>     <C>        <C>              <C>           <C>          <C>         <C>     <C>         
91-1     Confidential            12/91   1988/90     $92,500,000       928,000     360,000      38.79%      $275    $5,735,000  
         South Central MSA                                             360,000                                          $15.93
- --------------------------------------------------------------------------------------------------------------------------------
91-2     Sarasota Square Mall    12/91   1977/89     $72,000,000       903,000     310,000      34.33%      $240    $5,472,000  
         Sarasota, FL                                                  310,000                                          $17.65
- --------------------------------------------------------------------------------------------------------------------------------
91-3     Confidential            12/91   1971/83    $108,923,717       990,941     314,239      31.71%      $300    $7,900,000  
         New England MSA                                       *       698,977                                          $11.30
- --------------------------------------------------------------------------------------------------------------------------------
91-4     Confidential            12/91   1965       $102,559,402     1,024,084     360,000      35.15%      $320    $7,425,000  
         Top 20 Eastern MSA                                            450,000                                          $16.50
- --------------------------------------------------------------------------------------------------------------------------------
91-5     Eastland Mall           12/91   1975        $75,115,000     1,024,425     369,575      38.08%      $275    $5,874,000  
         Charlotte, NC                                                 369,575                                          $15.89
- --------------------------------------------------------------------------------------------------------------------------------
91-6     Alderwood Mall          11/91   1979       $103,750,000       961,700     260,000      27.04%      $310    $6,300,000  
         Lynnwood, WA                                                  260,000                                          $24.23
- --------------------------------------------------------------------------------------------------------------------------------
91-7     Confidential            11/91   1967       $130,000,000       897,174     329,500      36.73%      $300    $8,000,000  
         Western MSA              esc.                         *       329,500                              est.       $24.28
- --------------------------------------------------------------------------------------------------------------------------------
91-8     The Oaks                10/91   1978/83    $115,000,000     1,084,575     359,000      33.10%      $295    $7,000,000  
         Thousand Oaks, CA                                     *       359,000                                          $19.50
- --------------------------------------------------------------------------------------------------------------------------------
91-9     Mayfair Mall            10/91   1958/86    $125,000,000       859,000     330,000      38.42%      $287    $8,000,000  
         Wauwatosa, WI                                        **       649,000                                          $12.33
- --------------------------------------------------------------------------------------------------------------------------------
91-10    Valley Fair S.C.         7/91   1986       $197,900,000     1,064,190     356,243      33.48%      $437   $11,478,000  
         Santa Clara, CA                                       *       356,243                                          $32.22
- --------------------------------------------------------------------------------------------------------------------------------
91-11    Montclair Plaza          3/91   1968/85    $210,500,000     1,501,500     369,000      25.91%      $363   $12,000,000  
         Montclair, CA                                                 897,900                                          $13.36
- --------------------------------------------------------------------------------------------------------------------------------
91-12    Paradise Valley Mall     2/91   1979/91    $160,000,000     1,223,567     417,495      34.12%      $250    $9,936,000  
         Phoenix, AZ                                           *       557,347         ***                              $17.83
- --------------------------------------------------------------------------------------------------------------------------------
91-13    Mall of Victor Valley    1/91   1986       $102,857,143       579,076     296,501      51.20%      $290    $5,760,000  
         Victorville, CA                                       *       424,678                                          $13.56
- --------------------------------------------------------------------------------------------------------------------------------
91-14    Edison Mall              1/91   1986       $115,000,000     1,013,030     327,833      32.36%      $310    $6,900,000  
         Ft. Meyers, FL                                                463,883                                          $14.87
================================================================================================================================
    14   Survey Average                             $122,221,804     1,003,876     341,385      34.01%      $304    $7,698,571  
                                                                       463,293                                          $15.62

         Survey Mean:                                                                                                   $17.82  
================================================================================================================================
</TABLE>
   *     Adjusted to reflect 100%
         interest.
   **    Allocated price.
  ***    As expended.
================================================================================


<TABLE>
<CAPTION>
=========================================================================================================
                                   Capitalization Rates                Unit Rate Comparison
                                   --------------------                ---------------------
Sale                                Going-in  Terminal                 Price/GLA  Price/Mall     Sales
 No.        Property Name             OAR        OAR           IRR     Purchased   Shop GLA     Multiple
=========================================================================================================
<C>      <S>                          <C>        <C>          <C>         <C>        <C>           <C> 
91-1     Confidential                 6.20%      7.50%        11.50%      $257       $257          0.93
         South Central MSA       
- ---------------------------------------------------------------------------------------------------------
91-2     Sarasota Square Mall         7.60%      8.00%        12.00%      $232       $232          0.97
         Sarasota, FL            
- ---------------------------------------------------------------------------------------------------------
91-3     Confidential                 7.25%      8.00%        11.80%      $156       $347          1.16
         New England MSA         
- ---------------------------------------------------------------------------------------------------------
91-4     Confidential                 7.24%      7.50%        11.10%      $228       $285          0.89
         Top 20 Eastern MSA      
- ---------------------------------------------------------------------------------------------------------
91-5     Eastland Mall                7.82%      7.50%        11.73%      $203       $203          0.74
         Charlotte, NC           
- ---------------------------------------------------------------------------------------------------------
91-6     Alderwood Mall               6.07%      7.00%        11.80%      $399       $399          1.29
         Lynnwood, WA            
- ---------------------------------------------------------------------------------------------------------
91-7     Confidential                 6.15%       N/a           N/a       $395       $395          1.32
         Western MSA             
- ---------------------------------------------------------------------------------------------------------
91-8     The Oaks                     6.09%      7.50%        11.25%      $320       $320          1.09
         Thousand Oaks, CA       
- ---------------------------------------------------------------------------------------------------------
91-9     Mayfair Mall                 6.40%       N/a         13.00%      $193       $379          1.32
         Wauwatosa, WI           
- ---------------------------------------------------------------------------------------------------------
91-10    Valley Fair S.C.             5.80%      6.50%        11.20%      $556       $556          1.27
         Santa Clara, CA         
- ---------------------------------------------------------------------------------------------------------
91-11    Montclair Plaza              5.70%       N/a         11.00%      $234       $541          1.49
         Montclair, CA           
- ---------------------------------------------------------------------------------------------------------
91-12    Paradise Valley Mall         6.21%      6.25%        10.75%      $287       $383          1.53
         Phoenix, AZ             
- ---------------------------------------------------------------------------------------------------------
91-13    Mall of Victor Valley        5.60%       N/a           N/a       $242       $347          1.20
         Victorville, CA         
- ---------------------------------------------------------------------------------------------------------
91-14    Edison Mall                  6.00%      7.50%        11.10%      $248       $351          1.13
         Ft. Meyers, FL          
=========================================================================================================
    14   Survey Average                 --         --            --       $264       $358          1.18
                                 

         Survey Mean:                 8.44%      7.33%        11.52%      $282       $357          1.17
=========================================================================================================
</TABLE>

<PAGE>

================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                      1992
1992 Transactions Chart
Cushman & Wakefield, Inc.
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                                                                
                                                                                                                                
Sale                             Sale     Year                      Total GLA/    Mail Shop     Shop     Mail Shop     NOI/     
 No.        Property Name        Date     Built        Price         GLA Sold        GLA        Ratio    Sales PSF    NOI PSF   
================================================================================================================================
<C>      <S>                     <C>     <C>        <C>              <C>           <C>          <C>         <C>     <C>         
92-1     The Avenues             12/92   1990       $124,000,000       987,500     359,645      36.42%      $215    $9,734,000  
         Jacksonville, FL                                      *       480,853                                          $20.24  
- --------------------------------------------------------------------------------------------------------------------------------
92-2     Confidential            12/92   1985       $115,000,000       898,000     330,000      36.76%      $310    $8,337,600  
         Southern California                                           330,000                                          $25.27  
                                                                                                                                
- --------------------------------------------------------------------------------------------------------------------------------
92-3     West Oaks Mall           9/92   1984/90     $77,500,000     1,018,900     318,900      31.30%      $270    $5,580,000  
         Houston, TX                                           *       393,900                                          $14.17  
- --------------------------------------------------------------------------------------------------------------------------------
92-4     Confidential             7/92   1990/92    $140,000,000       951,985     328,423      34.50%      $352   $10,710,300  
         New England, MSA                                              363,985                                          $29.43  
                                                                                                                                
- --------------------------------------------------------------------------------------------------------------------------------
92-5     Oakview Mall             6/92   1991        $73,000,000       732,116     252,900      34.54%      $275    $5,700,000  
         Omaha, NE                                                     400,900                              est.        $14.22  
- --------------------------------------------------------------------------------------------------------------------------------
92-6     Altamonte Mall           6/92   1973/74    $112,345,000     1,072,600     392,221      36.57%      $300    $8,950,000  
         Altamonte Springs, FL                                 *       552,708                                          $16.19  
- --------------------------------------------------------------------------------------------------------------------------------
92-7     Monroeville Mall         5/92   1969       $150,000,000     1,302,237     476,928      36.62%      $300   $11,250,000  
         Monroeville, PA                                               827,173                                          $13.60  
- --------------------------------------------------------------------------------------------------------------------------------
92-8     Northshore S.C.          5/92   1958       $102,875,000     1,240,000     455,000      36.69%      $270    $6,173,000  
         Peabody, MA                                                   755,000                                           $8.18  
- --------------------------------------------------------------------------------------------------------------------------------
92-9     T.C. at Boca Raton       4/92   1980/86    $202,500,000     1,326,400     396,000      29.86%      $400   $13,450,000  
         Boca Raton, FL                                                396,000                                          $33.96  
- --------------------------------------------------------------------------------------------------------------------------------
92-10    University Square        2/92   1974        $85,000,000     1,155,940     347,312      30.05%      $280    $6,375,000  
         Mall                                                          528,312                                          $12.07  
         Tampa, FL                                                                                                              
- --------------------------------------------------------------------------------------------------------------------------------
92-11    Clackamas Town Ctr.      1/92   1979/81    $122,400,000     1,206,824     433,000      35.88%      $302    $8,568,000  
         Portland, OR                                          *       433,000                                          $19.79  
================================================================================================================================
   11    Survey Average                             $118,001,818     1,081,137     371,848      34.39%      $288    $8,620,709  
                                                                       496,530                                          $17.36  
                                                                                                                                
         Survey Mean:                                                                                                   $18.68  
================================================================================================================================
</TABLE>
   *     Adjusted to reflect 100%
         interest.
================================================================================


<TABLE>
<CAPTION>
=========================================================================================================
                                   Capitalization Rates                Unit Rate Comparison
                                   --------------------                ---------------------
Sale                                Going-in  Terminal                 Price/GLA  Price/Mall     Sales
 No.        Property Name             OAR        OAR           IRR     Purchased   Shop GLA     Multiple
=========================================================================================================
<C>      <S>                          <C>        <C>          <C>         <C>        <C>           <C> 
92-1     The Avenues                  7.85%        n/a        11.50%      $258       $345          1.60
         Jacksonville, FL                                                                       
- ---------------------------------------------------------------------------------------------------------
92-2     Confidential                 7.25%        n/a                    $348       $348          1.12
         Southern California                                  11.50-                            
                                                              12.00%                            
- ---------------------------------------------------------------------------------------------------------
92-3     West Oaks Mall               7.20%        n/a        12.00%      $197       $243          0.90
         Houston, TX                                                                            
- ---------------------------------------------------------------------------------------------------------
92-4     Confidential                 7.65%      8.00%                    $385       $426          1.21
         New England, MSA                                     11.50-                            
                                                              12.00%                            
- ---------------------------------------------------------------------------------------------------------
92-5     Oakview Mall                 7.81%        n/a        11.25%      $182       $289          1.05
         Omaha, NE                                                                              
- ---------------------------------------------------------------------------------------------------------
92-6     Altamonte Mall               7.97%      8.50%        12.00%      $203       $286          0.95
         Altamonte Springs, FL                                                                  
- ---------------------------------------------------------------------------------------------------------
92-7     Monroeville Mall             7.50%        n/a        11.50%      $181       $315          1.05
         Monroeville, PA                                                                        
- ---------------------------------------------------------------------------------------------------------
92-8     Northshore S.C.              6.00%        n/a           n/a      $136       $226          0.84
         Peabody, MA                                                                            
- ---------------------------------------------------------------------------------------------------------
92-9     T.C. at Boca Raton           6.64%      7.00%        10.75%      $511       $511          1.28
         Boca Raton, FL                                                                         
- ---------------------------------------------------------------------------------------------------------
92-10    University Square            7.50%      7.50%        11.50%      $161       $245          0.87
         Mall                                                                                   
         Tampa, FL                                                                              
- ---------------------------------------------------------------------------------------------------------
92-11    Clackamas Town Ctr.          7.00%        n/a        11.60%      $283       $283          0.94
         Portland, OR                                                                           
=========================================================================================================
   11    Survey Average                  --         --           --       $239       $319          1.07
                                                                                                
                                                                                                
         Survey Mean:                 7.31%      7.75%        11.56%      $269       $320          1.07
=========================================================================================================
</TABLE>

<PAGE>

================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                      1993
1993 Transactions Chart
Chushman & Wakefield, Inc.
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                                                                
                                                                                                                                
Sale                             Sale     Year                      Total GLA/    Mail Shop     Shop     Mail Shop     NOI/     
 No.        Property Name        Date     Built        Price         GLA Sold        GLA        Ratio    Sales PSF    NOI PSF   
================================================================================================================================
<C>      <S>                     <C>     <C>        <C>              <C>           <C>          <C>         <C>     <C>         
93-1     The Galleria @          12/93   1964/      $125,800,000     1,088,317     354,396      32.56%      $384    $9,400,000  
         Ft. Lauderdale, FL              80/83                         401,362                  90.00%                  $23.42  
- --------------------------------------------------------------------------------------------------------------------------------
93-2     Kenwood Towne Ctr.      12/93   1958/88    $194,000,000     1,076,337     424,045      39.40%      $413   $14,800,000  
         Cincinnati, Ohio                                              862,936                  97.00%                  $17.15  
- --------------------------------------------------------------------------------------------------------------------------------
93-3     Westgate Mall           12/93   1982        $71,000,000       895,000     321,000      35.87%      $230    $5,857,500  
         Amarillo, TX                                                  528,000                  89.00%                  $11.14  
- --------------------------------------------------------------------------------------------------------------------------------
93-4     Arden Fair Mall         12/93   1957/81/   $192,400,000     1,065,000     408,700      38.38%      $405   $13,468,000  
         Sacramento, CA                  90/93                 *       408,700                  90.00%                  $32.95  
- --------------------------------------------------------------------------------------------------------------------------------
93-5     Fiesta Mall             12/93   1979/      $124,000,000     1,036,743     313,187      30.21%      $341    $9,045,200  
         Mesa, AZ                        89/90                         313,187                  98.40%                  $28.88  
- --------------------------------------------------------------------------------------------------------------------------------
93-6     Coronado Center          9/93   1964/84    $115,000,000     1,140,570     394,012      34.55%      $250    $8,395,000  
         Albuquerque, NM                                               512,284                  99.70%                  $16.39  
- --------------------------------------------------------------------------------------------------------------------------------
93-7     Clackamas Town Ctr.      7/93   1979/      $114,827,000     1,206,824     433,000      35.88%      $302    $8,899,100  
         Portland, OR                    81/93                 *       433,000                  95.00%                  $20.55  
- --------------------------------------------------------------------------------------------------------------------------------
93-8     Garden State Plaza       7/93   1957/82/   $380,000,000     1,361,000     587,400      43.16%      $434   $28,120,000  
         Paramus, NJ                     84/92                       1,361,000                  98.00%                  $20.66  
- --------------------------------------------------------------------------------------------------------------------------------
93-9     Lakewood Center Mall     6/93   1975       $172,000,000     1,875,953     348,645      18.58%      $300   $14,687,800  
         Lakewood, CA                                          *       596,021                  96.40%                  $24.64  
- --------------------------------------------------------------------------------------------------------------------------------
93-10    Carolina Place           6/93   1991       $116,000,000     1,097,826     318,528      29.01%      $200    $8,248,000  
         Charlotte, NC                                         *       598,920                  75.00%                  $13.77  
- --------------------------------------------------------------------------------------------------------------------------------
93-11    Rivercenter              5/93   1988       $100,000,000     1,060,271     225,000      21.22%      $350    $9,000,000  
         San Antonio, TX                                               922,656                  92.00%                   $9.75  
- --------------------------------------------------------------------------------------------------------------------------------
93-12    The Florida Mall         3/93   1986       $163,000,000     1,107,864     368,018      33.22%      $447   $12,200,000  
         Orlando, FL                                                   506,232                  98.00%                  $24.10  
- --------------------------------------------------------------------------------------------------------------------------------
93-13    North Riverdale Park     1/93   1975/89    $100,000,000     1,097,974     397,085      36.17%      $240    $7,750,000  
         Riverside, IL                                         *       467,813                  92.40%                  $16.57  
- --------------------------------------------------------------------------------------------------------------------------------
93-14    Sarasota Square Mall     1/93   1977/89     $84,000,000       894,061     313,511      35.07%      $245    $6,012,000  
         Sarasota, FL                                                  313,511                  95.00%                  $19.18  
================================================================================================================================
   14    Survey Average                             $146,573,357     1,143,124     371,895      32.53%      $331   $11,134,471  
                                                                       587,402                  93.71%                  $18.96  
                                                                                                                                
         Survey Mean:                                                                                                   $19.04  
================================================================================================================================
</TABLE>
- ----------
  *  Adjusted to reflect 100% interest.
 **  Allocated price.
***  As expended.
================================================================================


<TABLE>
<CAPTION>
=========================================================================================================
                                   Capitalization Rates                Unit Rate Comparison
                                   --------------------                ---------------------
Sale                                Going-in  Terminal                 Price/GLA  Price/Mall     Sales
 No.        Property Name             OAR        OAR           IRR     Purchased   Shop GLA     Multiple
=========================================================================================================
<C>      <S>                          <C>        <C>          <C>         <C>        <C>           <C> 
93-1     The Galleria @               7.47%        n/a        11.50%      $313       $355          0.92
         Ft. Lauderdale, FL                                                 **                
- ---------------------------------------------------------------------------------------------------------
93-2     Kenwood Towne Ctr.            7.63%      7.50%        11.00%      $225       $457          1.11
         Cincinnati, Ohio                                                                     
- ---------------------------------------------------------------------------------------------------------
93-3     Westgate Mall                8.25%      8.50%        12.00%      $135       $221          0.96
         Amarillo, TX                                                                         
- ---------------------------------------------------------------------------------------------------------
93-4     Arden Fair Mall              7.00%        n/a           n/a      $471       $471          1.16
         Sacramento, CA                                                                       
- ---------------------------------------------------------------------------------------------------------
93-5     Fiesta Mall                  7.29%      7.50%        11.50%      $396       $396          1.16
         Mesa, AZ                                                                             
- ---------------------------------------------------------------------------------------------------------
93-6     Coronado Center              7.30%      7.25%        10.75%      $224       $292          1.17
         Albuquerque, NM                                                                      
- ---------------------------------------------------------------------------------------------------------
93-7     Clackamas Town Ctr.          7.75%      8.00%        11.50%      $265       $265          0.88
         Portland, OR                                                                         
- ---------------------------------------------------------------------------------------------------------
93-8     Garden State Plaza           7.40%      7.50-        11.50%      $279       $647          1.49
         Paramus, NJ                             9.00%                                        
- ---------------------------------------------------------------------------------------------------------
93-9     Lakewood Center Mall         8.54%        n/a           n/a      $289       $493          1.64
         Lakewood, CA                                                      ***                
- ---------------------------------------------------------------------------------------------------------
93-10    Carolina Place               7.11%      7.00%        12.00%      $194       $364          1.82
         Charlotte, NC                                                                        
- ---------------------------------------------------------------------------------------------------------
93-11    Rivercenter                  9.00%        n/a        12.50%      $108       $444          1.27
         San Antonio, TX                                                                      
- ---------------------------------------------------------------------------------------------------------
93-12    The Florida Mall             7.48%        n/a        11.00%      $322       $443          0.99
         Orlando, FL                                                                          
- ---------------------------------------------------------------------------------------------------------
93-13    North Riverdale Park         7.75%        n/a        11.10%      $214       $252          1.05
         Riverside, IL                                                                        
- ---------------------------------------------------------------------------------------------------------
93-14    Sarasota Square Mall         7.16%        n/a           n/a      $268       $268          1.09
         Sarasota, FL                                                                         
=========================================================================================================
   14    Survey Average                  --         --            --      $250       $394          1.19
                                                                                              
                                                                                              
         Survey Mean:                 7.65%      7.78%        11.49%      $265       $383          1.19
=========================================================================================================
</TABLE>

<PAGE>

================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                      1994
1994 Transactions Chart
Cushman & Wakefield, Inc.
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                                                                
                                                                                                                                
Sale                             Sale     Year                      Total GLA/    Mall Shop     Shop     Mall Shop     NOI/     
 No.        Property Name        Date     Built        Price         GLA Sold        GLA        Ratio    Sales PSF    NOI PSF   
================================================================================================================================
<C>      <S>                     <C>     <C>        <C>              <C>           <C>          <C>         <C>     <C>         
94-1     Mall of The Americas    10/94   1970/       $76,200,000       678,000     225,000      33.19%      $338    $6,706,000  
         Miami. FL                       92/93                         678,000                  98.50%                   $9.89  
- --------------------------------------------------------------------------------------------------------------------------------
94-2     Corte Madera T.C.        9/94   1958/85     $70,500,000       425,572     237,453      55.80%      $325    $5,900,000  
         Marin County, CA                                              425,572                  93.50%                  $13.66  
- --------------------------------------------------------------------------------------------------------------------------------
94-3     North Shore square       7/94   1985        $34,150,000       624,000     178,326      28.58%      $218    $3,073,000  
         Slidell, Louisiana                                            358,709                  94.00%                   $8.57  
- --------------------------------------------------------------------------------------------------------------------------------
94-4     Chesterfield Towne       6/94   1986/       $93,600,000       605,161     291,744      48.21%      $290    $8,424,000  
         Ctr.                            87/89                 *       605,161                  95.00%                  $13.92  
         Richmond, Virginia                                                                                                     
- --------------------------------------------------------------------------------------------------------------------------------
94-5     Crossroads Mall          4/94   1974        $51,500,000     1,114,720     378,704      33.97%      $189    $5,300,000  
         Oklahoma City, OK                                             378,704                  95.00%                  $14.00  
- --------------------------------------------------------------------------------------------------------------------------------
94-6     Riverchase Galleria      2/94   1986       $175,000,000     1,251,142     350,504      28.01%      $305   $12,949,000  
         Hoover, Alabama                                               462,642                  95.00%                  $27.99  
- --------------------------------------------------------------------------------------------------------------------------------
94-7     Confidential             1/94   1981/      $119,000,000     1,294,682     493,404      38.11%      $260    $8,962,500  
         Top Ten MSA                     88/91                         493,404                  95.20%                  $18.16  
================================================================================================================================
   7     Survey Average                              $88,564,286       856,182     307,876      35.96%      $271    $7,330,643  
                                                                       486,023                  96.16%                  $16.08  
                                                                                                                                
         Survey Mean:                                                                                                   $16.20  
================================================================================================================================
</TABLE>
- ----------
  *  Adjusted to reflect 100% interest.
 **  Allocated price.
***  As expended.
================================================================================


<TABLE>
<CAPTION>
=========================================================================================================
                                   Capitalization Rates                Unit Rate Comparison
                                   --------------------                ---------------------
Sale                                Going-in  Terminal                 Price/GLA  Price/Mall     Sales
 No.        Property Name             OAR        OAR           IRR     Purchased   Shop GLA     Multiple
=========================================================================================================
<C>      <S>                          <C>        <C>          <C>         <C>        <C>           <C> 
94-1     Mall of The Americas         8.80%        n/a        11.80%      $112       $339          1.00
         Miami. FL                                                         **                  
- ---------------------------------------------------------------------------------------------------------
94-2     Corte Madera T.C.            8.37%      9.00%        11.00%      $166       $297          0.91
         Marin County, CA                                                 ***                  
- ---------------------------------------------------------------------------------------------------------
94-3     North Shore square           9.00%        n/a           n/a       $95       $192          0.88
         Slidell, Louisiana                                                                    
- ---------------------------------------------------------------------------------------------------------
94-4     Chesterfield Towne           9.00%        n/a           n/a      $155       $321          1.11
         Ctr.                                                                                  
         Richmond, Virginia                                                                    
- ---------------------------------------------------------------------------------------------------------
94-5     Crossroads Mall             10.29%        n/a           n/a      $136       $136          0.72
         Oklahoma City, OK                                                                     
- ---------------------------------------------------------------------------------------------------------
94-6     Riverchase Galleria          7.40%        n/a           n/a      $378       $499          1.84
         Hoover, Alabama                                                                       
- ---------------------------------------------------------------------------------------------------------
94-7     Confidential                 7.53%      8.00-        11.00%      $241       $241          0.93
         Top Ten MSA                             8.25%                                         
=========================================================================================================
   7     Survey Average                  --         --            --      $182       $288          1.06
                                                                                               
                                                                                               
         Survey Mean:                 8.63%      8.42%        11.27%      $183       $289          1.03
=========================================================================================================
</TABLE>

<PAGE>



                       ===================================
                       Cushman & Wakefield Investor Survey
                       ===================================





<PAGE>

<TABLE>
<CAPTION>

                  OFFICES-URBAN, CLASS A

===================================================================================================================================


                   Low       High       Low        High       Low        High       Low        High       Low        High    Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>       <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>      <C>
                 10.00%     l0.50%     10.00%     10.00%     12.00%     13.00%      3.00%      3.00%      4.00%      4.00%    10
                  9.50%      9.75%      9.75%     10.00%     11.75%     12.25%      3.00%      3.50%      3.50%      3.50%    10
                  9.00%      9.00%      9.00%      9.00%     12.00%     12.00%      0.00%     10.00%      4.00%      4.00%    10
                  8.00%     10.00%      9.00%     11.00%     10.00%     13.00%      0.00%      4.00%      4.00%      4.00%    10
                  8.00%     10.00%      9.00%      9.00%     11.00%     13.00%      4.00%      5.00%      4.00%      4.00%    10
                  7.50%      9.00%      8.00%      9.50%     10.50%     11.50%      2.00%      3.50%      3.50%      3.50%    10
                  9.00%     10.00%     10.00%     11.00%     11.00%     13.00%      4.00%      4.00%      4.00%      4.00%    10
                  9.50%     10.00%     10.00%     10.50%     11.40%     11.70%      3.00%      4.00%      3.50%      4.50%    10
                 12.00%     12.00%     10.00%     10.00%     15.00%     15.00%      3.00%      4.00%      2.00%      4.00%     5
                 12.00%     12.00%     12.00%     12.00%     14.00%     14.00%      3.00%      3.00%      3.00%      3.00%    10
                  8.50%      9.00%      9.00%      9.50%     12.00%     12.50%      2.00%      3.00%      2.00%      3.00%    10
                  9.50%     10.00%     10.00%     11.00%     12.00%     13.00%      3.00%      3.00%      3.00%      3.00%     1
                                        8.00%      9.00%
                 10.00%     10.00%     10.00%     10.00%     12.50%     12.50%      2.00%      3.00%      3.00%      3.00%    10
                  7.00%      8.00%      9.00%     9.00%.     11.00%     11.00%      6.00%      6.00%      4.00%      4.00%    10
                  8.00%      9.00%      9.00%     10.00%     11.00%     12.00%      3.00%      3.00%      3.00%      3.00%    10
                  9.00%      9.25%     10.00%     10.25%     12.00%     12.00%      4.00%      4.00%      4.00%      4.00%    10
- -----------------------------------------------------------------------------------------------------------------------------------
No. of Responses   16         16         17        17           6         16          16         16         16        16
Average           9.16%      9.84%      9.51%     10.04%     11.82%     12.59%      2.81%      4.13%      3.41%     3.66%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                     OFFICES-SUBURBAN

====================================================================================================================================


                    Low       High        Low       High        Low       High       Low        High       Low        High    Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>       <C>         <C>       <C>        <C>        <C>         <C>        <C>        <C>        <C>       <C>
                   9.50%     1l.00%      9.00%     10.50      14.00%     14.00%      3.25%      3.25%      4.00%      4.00%     5
                   9.00%      9.00%      9.00%      9.50%     11.00%     11.00%      5.00%      5.00%      4.00%      4.00%    10
                   9.00%     10.00%      9.50%     10.00%     11.50%     12.50%                            3.50%      3.50%    10
                   9.50%      9.75%      9.75%     10.00%     11.75%     12.25%      3.50%      4.00%      3.50%      3.50%    10
                   9.00%      9.00%      9.00%      9.00%     12.00%     12.00%      4.00%     15.00%      4.00%      4.00%    10
                   9.00%     11.00%      9.75%     12.00%     11.00%     14.00%      0.00%      4.00%      4.00%      4.00%    10
                   9.00%     10.50%      9.50%     11.00%     11.50%     12.00%      2.00%      3.50%      3.50%      3.50%    10
                   8.00%      9.50%      9.00%     10.50%     11.00%     12.00%      4.00%      4.00%      4.00%      4.00%    10
                   9.50%      9.75%      9.75%     10.50%     11.40%     11.70%      3.00%      4.00%      3.50%      4.50%    10
                  12.00%     12.00%     10.00%     10.00%     15.00%     15.00%      3.00%      4.00%      2.00%      4.00%     5
                  10.00%     10.00%     10.00%     10.00%     12.00%     12.00%      4.00%      4.00%      3.00%      3.00%    10
                   8.50%      9.00%      9.00%      9.50%     12.00%     12.50%      3.00%      5.00%      3.00%      4.00%    10
                   9.00%     10.00%      9.50%     10.50%     12.00%     12.50%      3.00%      3.00%      3.00%      3.00%    10
                                         9.00%      9.00%
                  10.50%     10.50%     10.50%     10.50%     12.50%     12.50%      2.00%      3.00%      3.00%      3.00%    10
                   9.00%     10.00%      9.00%      9.00%     15.00%     15.50%      5.00%      5.00%      3.00%      3.00%    5-7
                   9.00%      9.00%      9.00%      9.00%     11.25%     11.25%      5.00%      5.00%      4.00%      4.00%    10
                   8.00%      9.00%      9.00%     10.00%     11.00%     12.00%      3.00%      3.00%      3.00%      3.00%    10
                   9.00%      9.25%     10.00%     10.25%     12.00%     12.00%      4.00%      4.00%      4.00%      4.00%    10
- -----------------------------------------------------------------------------------------------------------------------------------
No. of Responses    18         18         19         19         18         18         17         17         18         18
Average            9.25%      9.90%      9.43%     10.04%     12.11%     12.59%      3.34%      4.63%      3.44%      3.67%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                   INDUSTRIAL

====================================================================================================================================

                    Low       High       Low       High        Low       High        Low        High       Low       High    Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>        <C>        <C>       <C>        <C>         <C>        <C>        <C>        <C>      <C>
                   9.00%      9.00%      9.50%      9.50%     11.50%     11.50%      4.00%      4.00%      4.00%      4.00%    10
                   8.50%     10.00%      9.50%     10.00%     11.50%     12.50%                            3.50%      3.50%    10
                   9.00%      9.25%      9.50%      9.75%     11.50%     11.75%      3.50%      4.00%      3.50%      3.50%    10
                   9.00%      9.00%      9.50%      9.50%     11.50%     11.50%      2.00%      8.00%      4.00%      4.00%    10
                   9.00%     10.00%      9.75%     12.00%     10.00%     13.00%      2.00%      4.00%      4.00%      4.00%    10
                   9.00%     10.00%     10.00%     11.00%     11.50%     12.50%      4.00%      4.00%      4.00%      4.00%    10
                   9.00%      9.50%      9.50%      9.75%     11.20%     11.50%      3.00%      3.50%      3.50%      4.00%    10
                  12.00%     12.00%     10.00%     10.00%     14.00%     14.00%      2.00%      3.00%                           3
                   8.50%      8.50%      9.00%      9.50%     11.00%     11.50%      4.00%      4.00%      4.00%      4.00%    10
                   9.00%      9.50%      9.50%     10.00%     11.25%     11.75%      3.00%      3.00%      3.00%      3.00%    10
                                         9.00%     10.00%
                   9.00%      9.00%      9.50%      9.50%     11.25%     11.25%      4.00%      4.50%      4.00%      4.00%    10
                   9.00%      9.25%     10.00%     10.25%     12.00%     12.00%      4.00%      4.00%      4.00%      4.00%    10
- ------------------------------------------------------------------------------------------------------------------------------------
No. of Responses    12         12         13         13         12         12         11         11         11        11
Average           9.17%      9.58%      9.56%     10.06%     11.52%     12.06%      3.23%       4.18%       3.77%    3.82%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                 RETAIL, COMMUNITY AND NEIGHBOHOOD CENTERS

===================================================================================================================================
                   Low        High      Low       High       Low        High        Low       High       Low       High      Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>       <C>         <C>       <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>
                  9.50%     11.00%      9.00%     10.50%     14.00%     14.00%      3.25%      3.25%      4.00%      4.00%      5
                  9.00%     10.00%      9.00%     10.00%     11.50%     12.50%      3.50%      3.50%      3.50%      3.50%     10
                  9.50%      9.75%      9.75%     10.00%     11.50%     11.75%      3.50%      4.00%      3.50%      3.50%     10
                  9.50%      9.50%     10.00%     10.00%     12.50%     12.50%      0.00%      4.00%      4.00%      4.00%     10
                  9.00%     10.50%      9.75%     11.50%     10.00%     14.00%      2.00%      4.00%      4.00%      4.00%     10
                 10.00%     10.00%     10.00%     10.00%     12.00%     12.00%      4.00%      4.00%      4.00%      4.00%     10
                  8.50%      9.50%      9.50%     10.50%     11.50%     12.00%      4.00%      4.00%      4.00%      4.00%     10
                  9.50%      9.75%      9.75%     10.00%     11.25%     11.50%      3.00%      4.00%      3.50%      4.50%     10
                  8.50%      9.00%      9.00%      9.50%     11.00%     12.00%      3.00%      3.00%      3.00%      3.00%     10
                  9.50%     10.00%     10.00%     10.50%     11.50%     12.50%      3.00%      3.00%      3.00%      3.00%     10
                                        9.00%     10.00%
                  9.50%      9.50%     10.00%     10.00%     12.00%     12.00%      3.00%      3.00%      3.00%      3.00%     10
                  8.50%      9.50%     10.00%     11.00%     11.25%     12.50%      3.00%      3.00%      3.00%      3.00%     10
                  9.00%      9.25%     10.00%     10.25%     12.00%     12.00%      4.00%      4.00%      4.00%      4.00%     10
- ---------------------------------------------------------------------------------------------------------------------------====----
No. of Responses   13         13         14         14         13         13         13         13         13         13
Average           9.19%      9.79%      9.63%     10.27%     11.69%     12.44%      3.02%      3.60%      3.58%      3.65%
- ----------------------------------------------------------------------------------------------------------------------------====---
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                RETAIL, POWER CENTERS AND "BIG BOX"

====================================================================================================================================

                  Low       High        Low       High       Low        High        Low       High       Low        High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>        <C>       <C>        <C>        <C>         <C>        <C>        <C>        <C>      <C>
                  9.25%      9.50%      9.50%     10.00%     11.50%     11.50%      3.00%      3.50%      4.00%      4.00%    10
                  9.50%      9.75%      9.75%     10.00%     10.50%     11.50%      3.50%      4.00%      3.50%      3.50%    10
                 10.00%     10.00%     10.00%     10.00%     12.00%     12.00%      0.00%      4.00%      4.00%      4.00%    10
                  9.00%      9.50%      9.50%     10.00%     11.00%     12.00%      2.00%      3.50%      3.50%      3.50%    10
                  8.00%      9.00%      9.00%     10.00%     11.00%     12.00%      4.00%      4.00%      4.00%      4.00%    10
                  9.75%     10.00%      9.75%     10.00%     11.20%     11.50%      3.00%      3.50%      3.50%      4.00%    10
                  9.00%      9.50%     10.00%     10.00%     10.50%     11.00%      2.50%      2.50%      2.50%      2.50%    10
                  9.50%     10.00%     10.00%     10.50%     11.50%     12.50%      3.00%      3.00%      3.00%      3.00%    10
                                        8.50%      9.50%
                  9.00%      9.00%      9.50%      9.50%     11.50%     11.50%      3.00%      3.00%      3.00%      3.00%    10
                  9.50%      9.50%      9.75%      9.75%     11.25%     11.25%      4.00%      4.00%      4.00%      4.00%    10
                  9.00%      9.25%     10.00%     10.25%     12.00%     12.00%      4.00%      4.00%      4.00%      4.00%    10
- ------------------------------------------------------------------------------------------------------------------------------------
No.of Responses    11         11         12         12         11         11         11         11         11          11
Average           9.23%      9.55%      9.60%      9.96%     11.27%     11.70%      2.91%      3.55%      3.55%      3.59%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                    REGIONAL MALLS

====================================================================================================================================

                     Low      High       Low       High       Low       High         Low      High       Low        High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>       <C>        <C>       <C>        <C>         <C>       <C>        <C>        <C>       <C>
                    8.00%     8.50%     8.50%      9.00%     10.50      10.50%      3.00%     3.50%      4.00%      4.00%     10
                    7.75%     8.25%     8.50%      8.75%     11.00%     11.50%      3.50%     4.00%      3.50%      3.50%     10
                    7.50%     7.50%     8.00%      8.00%     11.50%     11.50%      0.00%     4.00%      4.00%      4.00%     10
                    7.50%     9.00%     8.00%      9.75%     10.00%     12.00%      2.00%     4.00%      4.00%      4.00%     10
                    7.00%     8.00%     7.00%      8.00%     11.00%     11.00%      4.00%     4.00%      4.00%      4.00%     10
                    7.50%     8.00%     7.50%      9.00%     10.50%     11.50%      2.00%     3.50%      3.50%      3.50%     10
                    7.00%     8.00%     9.00%     10.00%     10.50%     11.50%      4.00%     4.00%      4.00%      4.00%     10
                    7.50%     8.00%     8.50%      8.50%     10.00%     11.00%      3.00%     3.00%      3.00%      3.00%     10
                    7.50%     9.00%     8.50%      8.50%     11.50%     11.50%      4.00%     5.00%                           10
- ------------------------------------------------------------------------------------------------------------------------------------
No. of Responses      9         9          9          9          9          9         9          9          8       8
Average             7.47%     8.25%      8.17%      8.83%     10.72%     11.33%     2.83%      3.89%      3.75%  3.75%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                 LODGING, FULL SERVICE

================================================================================================================


                        Low      High    Low     High      Low     High      Low     High      Low      High
- -----------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>
Luxury                 8.00%    9.00%   10.00%   10.00%   15.00%   20.00%   20.00%   25.00%    6.00%    6.00%
- ---------------------  5.00%    7.00%   10.50%   11.00%   12.50%   13.00%                      4.00%    5.00%
                      11.00%   13.00%   11.00%   13.00%   15.00%   15.00%   20.00%   25.00%    4.00%    8.00%
                      10.50%   10.50%   10.00%   10.00%
                      11.00%   11.00%   13.00%   13.00%                                        5.00%    6.00%
                       9.00%    9.00%   10.00%   10.00%   13.00%   13.00%   16.00%   16.00%    4.00%    4.50%
                      11.00%   12.00%   10.00%   11.00%   12.00%   16.00%   19.00%   23.00%    3.00%    4.00%
                       8.00%    8.00%   10.00%   10.00%   12.00%   14.00%   15.00%   20.00%    8.00%    8.00%
                       6.00%    8.00%    8.00%    9.00%                     20.00%   25.00%    5.00%    5.00%
                       8.50%    8.50%    9.00%    9.00%                                        5.00%    5.00%
                                         8.00%   10.00%   15.00%   18.00%   18.00%   22.00%

- -----------------------------------------------------------------------------------------------------------------
No. of Responses        l0       10       10       10        7        7        7        7        9        9
Average                8.80%    9.60%    9.95%   10.55%   13.50%   15.57%   18.29%   22.29%    4.89%    5.72%
- -----------------------------------------------------------------------------------------------------------------
First Class           11.00%   11.00%   11.00%   11.00%   15.00%   20.00%   20.00%   20.00%    4.00%    4.00%
- --------------------  11.00%   11.00%   13.00%   13.00%                                        5.00%    6.00%
                      10.00%   10.00%   11.00%   11.00%   15.00%   15.00%   18.00%   18.00%    4.00%    4.50%
                      10.00%   10.00%   11.00%   11.00%   15.00%   18.00%   15.00%   20.00%   10.00%   10.00%
                      10.00%   10.00%   10.50%   10.50%   16.00%   16.00%   25.00%   25.00%    4.00%    4.00%
                       8.00%    9.00%   10.00%   10.00%                     20.00%   25.00%    5.00%    5.00%
                      10.00%   10.00%   10.50%   10.50%                     22.00%   22.00%    4.00%    4.00%
                                         8.00%   10.00%   15.00%   18.00%   18.00%   22.00%
                       5.00%    5.00%   10.00%   11.00%   15.00%   15.00%                      4.00%    4.00%
                       8.00%    8.00%   10.00%   10.00%   14.50%   14.50%   20.00%   20.00%    3.50%    3.50%
                      10.50%   10.50%   11.00%   11.00%   13.00%   13.00%   20.00%   23.00%    4.50%    4.50%

- -----------------------------------------------------------------------------------------------------------------
No. of Responses        l0       l0      10       10        8        8        9        9         l0       l0
Average                9.35%    9.45%   10.55%   10.82%   14.81%   16.19%   19.78%   21.67%    4.80%    4.95%
- -----------------------------------------------------------------------------------------------------------------


================================================================================

                      Low      High
- --------------------------------------------------------------------------------

Luxury                4.00%    4.00%    7      2.50%    4.00%
- --------------------- 3.00%    4.00%   10      3.50%    4.00%
                      4.00%    4.00%    5      4.00%    5.00%
                      3.50%    5.00%   10      4.50%    5.00%
                      3.00%    4.00%    5      3.00%    4.00%
                      3.00%    3.00%   10      2.50%    3.00%
                      4.00%    4.00%    5      3.00%    3.50%
                      6.00%    6.00%   10      4.50%    5.50%
                      3.00%    4.00%    5      4.00%    4.00%
                      4.00%    4.00%    5      3.00%    3.00%
                      4.00%    4.00%    5      3.50%    4.00%
- --------------------------------------------------------------------------------
No. of Responses       11       11     11       11       11
Average               3.77%    4.18%    7      3.45%    4.09%
- --------------------------------------------------------------------------------
First Class           4.00%    4.00%    7      2.50%    3.00%
- --------------------- 3.00%    4.00%    5      3.00%    4.00%
                      3.00%    3.00%   10      2.50%    3.00%
                      5.00%    5.00%   10      3.50%    4.50%
                      3.00%    3.00%    7      2.50%    4.00%
                      3.00%    4.00%    5      3.00%    4.00%
                      4.00%    4.00%    5      3.00%    4.00%
                      4.00%    4.00%    5      3.50%    4.00%
                      3.00%    3.00%    5      3.00%    4.50%
                      3.50%    3.50%   10      2.00%    4.00%
                      3.50%    3.50%   10      3.50%    4.00%
- --------------------------------------------------------------------------------
No. of Responses        11       11    11       11       11
Average               3.55%    3.73%    7      2.91%    3.91%
- --------------------------------------------------------------------------------
</TABLE>

The blended IRR is the composite return on debt and equity and the rate to be
applied to net operating income.

The equity return is rate of return on the equity component of the investment
only.


<PAGE>

<TABLE>
<CAPTION>


                                     LODGING, LIMITED SERVICE



==============================================================================================================

                     Low      High      Low      High     Low     High      Low     High      Low      High
- --------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>        <C>      <C>      <C>      <C>     <C>      <C>       <C>      <C>
Mid-Rate            10.00%   10.00%   12.00%   12.00%                    20.00%   20.00%     4.00%    4.00%
- ------------------- 10.00%   12.00%   10.00%   12.00%   15.00%   15.00%  20.00%   25.00%     4.00%    8.00%
                    11.00%   11.00%   10.00%   10.00%
                    10.00%   13.00%   12.00%   14.00%   10.00%   12.00%   12.00%   14.00%    4.00%    4.00%
                    12.00%   12.00%   14.00%   14.00%                                        2.00%    3.00%
                    12.00%   12.00%   13.00%   13.00%   19.00%   19.00%   22.00%   22.00%    3.50%    4.00%
                    10.50%   10.50%   12.00%   12.00%   15.00%   20.00%   18.00%   20.00%    5.00%    5.00%
                                      10.00%   11.00%                     22.00%   22.00%    6.00%    6.00%

- --------------------------------------------------------------------------------------------------------------
Number of Resposses  7        7         8        8        4        4        5        6        7        7
Average             10.79%   11.50%   11.63%   12.25%   14.75%   16.50%   19.00%   20.50%    4.07%    4.86%
- --------------------------------------------------------------------------------------------------------------

Economy             10.00%   12.00%   12.00%   12.00%                     18.00%   25.00%    4.00%    4.00%
- ------------------- 10.00%   13.00%   12.00%   14.00%   10.00%   12.00%   12.00%   14.00%    4.00%    4.00%
                    12.50%   12.50%   14.00%   14.00%                                        2.00%    3.00%
                    13.00%   13.00%   14.00%   14.00%   21.00%   21.00%   24.00%   24.00%    2.50%    4.00%
                    11.50%   11.50%   12.00%   12.00%   15.00%   20.00%   18.00%   20.00%    5.00%    5.00%
- --------------------------------------------------------------------------------------------------------------
No.of Responses      5        5        5        5        3        3        4        4        5        5
Average             11.40%   12.40%   12.80%   13.20%   15.33%   17.67%   18.00%   20.75%    3.50%    4.00%
- --------------------------------------------------------------------------------------------------------------





=========================================================

                     Low     High
- ----------------------------------------------------------

Mid-Rate             4.00%   4.00%     7     2.50%   3.00%
- -------------------  4.00%   4.00%     5     4.00%   4.50%
                     3.50%   5.00%    10     4.00%   5.00%
                     3.50%   3.50%     5     4.00%   4.50%
                     3.00%   4.00%     5     3.00%   6.00%
                     3.00%   3.00%     5     3.00%   3.00%
                     4.00%   4.00%    10     2.50%   4.00%
                     4.00%   4.00%     5     5.00%   4.00%

- ----------------------------------------------------------
Number of Resposses   8        8       8       8       8
Average              3.63%    3.94%    7     3.50%   4.25%
- ----------------------------------------------------------

Economy              4.00%    4.00%    7     2.50%   3.00%
- -------------------  3.50%     3.50%   5     4.00%   4.50%
                     3.00%    4.00%    5     3.00%   6.00%
                     3.00%    3.00%    5     4.00%   3.00%
                     4.00%    4.00%1   0     2.50%   4.00%
- ----------------------------------------------------------
No.of Responses      5        5        5       5       5
Average              3.50%    3.70%    6     3.20%   4.10%
- ----------------------------------------------------------

</TABLE>

The  blended-RR-is  the  composite  return on debt and equity and the rate to be
 applied to net operating income.

The equity  return is rate of return on the equity  component of the  investment
only.


<PAGE>

<TABLE>
<CAPTION>


                APARTMENTS

===============================================================================================================================

                   LOW       High       LOW       High      LOW        High      Low        High      LOW     High       Years
- -------------------------------------------------------------------------------------------------------------------------------
<S>                <C>       <C>       <C>        <C>       <C>       <C>        <C>        <C>       <C>      <C>         <C>
                   8.50%     9.00%     9.50%      9.50%     11.0      11.00%     4.00%      4.00%     4.00%    4.00%       10
                   8.50%     9.00%     9.25%      9.50%     11.50%    12.00%     3.50%      4.00%     3.50%    3.50%       10
                   8.50%     9.25%     9.00%      10.00%    10.50%    12.00%     2.00%      6.00%     4.00%    4.00%       10
                   8.00%     9.00%     8.50%      9.50%                          3.50%      3.50%     3.50%    3.50%       10
                   8.50%     8.50%     9.25%      9.25%     11.25%    11.25%     4.00%      4.00%     4.00%    4.00%       10
                   9.00%     9.25%     9.25%      9.50%     11.20%    11.50%     3.75%      4.25%     4.00%    4.50%       10
                   8.50%     9.50%     9.00%      10.00%    11.00%    12.00%     3.00%      4.00%     3.00%    4.00%       10
                   8.75%     9.25%     9.25%      9.75%                          3.00%      3.00%     3.00%    3.00%
                                       9.00%      9.00%
                   9.00%     9.00%     9.50%      9.50%     11.50%    11.50%     3.00%      4.00%     3.00%    3.00%       10
                   8.00%     9.00%     9.00%      10.00%    11.00%    12.50%     3.00%      3.00%     3.00%    3.00%       10
                   9.00%     9.25%     10.00%     10.25%    12.00%    12.00%     4.00%      4.00%     4.00%    4.00%       10

- -------------------------------------------------------------------------------------------------------------------------------

No. Of Responses   11        11         12        12         9          9         11         11        11       11
Average           8.57%     9.09%      9.21%      9.65%     11.22%    11.75%     3.34%      3.98%     3.55%    3.68%
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

<TABLE>
<CAPTION>



SURVEY OF RECENT CLOSED TRANSACTIONS

                           Net Rentable Area           Sales Price Per Sq. Ft.          Going-in Cap Rate
                        --------------------------------------------------------------------------------------------
    Property            No. Sales                      No. Sales                       No.Sales
     Type                Reported  Average  Median      Reported   Average   Median     Reported  Average Median
- --------------------------------------------------------------------------------------------------------------------

<S>                         <C>     <C>      <C>           <C>     <C>         <C>         <C>     <C>      <C>
Offices, Urban              16      498,859  440,929       16      $130.66     $116.76     12      9.68%    9.13%
Offices, Suburban           66      230,760  191,893       66      $83.39      $78.78      57      9.97%   10.00%
Industrial                  57      150,787  118,400       57      $37.75      $37.87      28      10.80%  10.61%
Retail (Other Than Malls)   29      136,429  121,552       29      $95.99      $91.67      27      10.50%  10.00%
Malls                        9      615,102  649,130        9      $124.68     $96.00       9       9.29%   9.53%

                           Number of Units             Sales Price Per Unit             Going-in Cap Rate
                        --- ----------------------------------------------------------------------------------------
                        No. Sales                      No. Sales                       No. Sales
                        Reported   Average  Median      Reported   Average   Median     Reported  Average Median
                        -----------------------------------------------------------------------------------------
Apartments                  50       201     190           50      $47,975    $46,458      41     9.19%     9.30%




                                Internal Rate of Return
                             -----------------------------
    Property                   No. Sales
     Type                      Reported   Average    Median
- --------------------------  ------------------------------

Offices, Urban                   9       12.42%     12.75%
Offices, Suburban               11       13.20%     12.25%
Industrial                  (Sample Not Large Enough to Report)
Retail (Other Than Malls)        8       11.59%     11.33%
Malls                        (Sample Not Large Enough to Report)

</TABLE>


<PAGE>

                           ==========================
                           Appraiser's Qualifications
                           ==========================


<PAGE>

                                       QUALIFICATIONS OF RICHARD W. LATELLA
================================================================================

Professional Affiliations

Member, American Institute of Real Estate Appraisers
(MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R
State of Maryland Certified General Real Estate Appraiser #01462
Minnesota Certified General Real Estate Appraiser #20026517
Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348
State of Michigan Certified General Real Estate Appraiser #1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

Real Estate Experience

Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience has
been in appraising a full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and specialty centers on a
national basis. As Senior Director of Cushman & Wakefield's Retail Group his
responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 200 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W. Orpen & Associates,  Trenton, New Jersey, assisting in the
preparation of appraisals of residential  property and  condemnation  analyses
from July 1975 to April 1977.

Formal Education 
Trenton State College,  Trenton, New Jersey
  Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.


<PAGE>

                                        QUALIFICATIONS OF ROBERT S. NARDELLA
================================================================================

     Mr. Nardella was bom on April 14, 1965 and entered the real estate business
in February 1987. At this time he began employment with Cushman & Wakefield,
Inc. on a part-time basis while still attending college. He is a graduate of
Pace University's Lubin School of Business, class of 1987 with a Bachelor of
Business Administration in Finance.

     Since joining Cushman & Wakefield, Inc. on a full-time basis in December
1987, Mr. Nardella has performed appraisal assignments of vacant land,
developable air rights, office buildings, proposed and existing regional malls,
shopping centers, industrial and residential complexes, condominiums and
investment properties throughout the United States. In March, 1993 Mr. Nardella
was named Director of Cushman & Wakefield, Inc.

     Mr. Nardella has successfully completed the following real estate courses:

     New York University, The School Real Estate Appraisal and of Continuing
     Education: Valuation Principles

     American Institute of Real Estate Appraisers: Appraisal Principles - 1A-1

     American Institute of Real Estate Appraisers: Basic Valuation Procedures
     1A-2

     American Institute of Real Estate Appraisers: Capitalization Theory & Tech.
          Part A - Exam 1 B-A

     American Institute of Real Estate Appraisers: Capitalization Theory & Tech.
          Part B - Exam 1 B-B

     Appraisal Institute: Standards of Professional Practice - Parts A and B

     Appraisal Institute: Case Studies in Real Estate Valuation

Affiliates
   Cerfified Real Estate General Appraiser, New York State - No. 46000004620
   Member, Real Estate Board of New York, Inc.
   Candidate, Appraisal Institute
   Salesperson, Real Estate Board of New York, Inc.
   Candidate, Masters in Real Estate/New York University




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

               COMPLETE APPRAISAL OF
               REAL PROPERTY

               North Ranch Plaza
               Southwest Corner of Lindero Canyon Road
               & Kanan Road
               Thousand Oaks, Ventura County, California


                                    CUSHMAN &
                                  WAKEFIELD(R)
                          ---------------------------
                          VALUATION ADVISORY SERVICES
                          ---------------------------

<PAGE>



               ------------------------------------------------

               COMPLETE APPRAISAL OF
               REAL PROPERTY

               North Ranch Plaza
               Southwest Corner of Lindero Canyon Road
               & Kanan Road
               Thousand Oaks, Ventura County, California

               ------------------------------------------------



               IN A SUMMARY REPORT

               As of July 27, 1996



               Prepared For

               GMAC Commercial Mortgage Corporation
               650 Dresher Road
               Horsham, PA 19044-8015



               Prepared By:

               Cushman & Wakefield of California, Inc.
               Valuation Advisory Services
               555 South Flower Street, Suite 4200
               Los Angeles, California 90071


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


Cushman & Wakefield of California, Inc.                       
555 South Flower Street, Suite 4200                           CUSHMAN &
Los Angeles, CA 90071-2418                                    WAKEFIELD (R) 
Tel: (213) 955-5100                                  A ROCKEFELLER GROUP COMPANY
Fax: (213) 627-4044


                                    RECEIVED
                                  AUG 12 1996
                               I.P.L. DEPARTMENT


August 9, 1996


Mr. Dan Kesich
GMAC MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE: Appraisal of Real Property
    North Ranch Plaza
    SWC Lindero Canyon Road &
    Kanan Road
    Thousand Oaks, Ventura County, California

Dear Mr. Kesich:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the referenced property.

     Thank you for the opportunity to be of service.


Respectfully submitted,


CUSHMAN & WAKEFIELD (R) OF CALIFORNIA, INC.


/s/  Craig D. Tilson
     ----------------------
     Craig D. Tilson, MAI
     Associate Director



cc: Alana Heaton


<PAGE>


Cushman & Wakefield of California, Inc.                       
555 South Flower Street, Suite 4200                           CUSHMAN &
Los Angeles, CA 90071-2418                                    WAKEFIELD (R)
Tel: (213) 955-5100                                  A ROCKEFELLER GROUP COMPANY
Fax: (213) 627-4044




August 2, 1996

Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE:  Appraisal of Real Property
     North Ranch Plaza
     SWC Lindero Canyon Road &
     Kanan Road
     Thousand Oaks, Ventura County, California

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the leased fee estate in the referenced
property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We specifically call your
attention to the following special assumptions:

     1)   Building areas were taken from a current rent roll and lease
          abstracts. We were not provided with building plans or actual leases.


<PAGE>


Ms. Avis Tsuya
Page 2
August 2, 1996


     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by and the report was prepared by Craig D.
Tilson, MAI.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
27, 1996 was:

                    TEN MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $10,500,000

     The preceding estimate of market value are based upon a forecasted
marketing period of approximately six to nine months, which we believe (through
a review of recent sale activity, as well as with conversations with local
investment brokers) is reasonably representative for this product type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,


CUSHMAN & WAKEFIELD (R) OF CALIFORNIA, INC.


/s/  Craig D. Tilson
     ----------------------
     Craig D. Tilson, MAI
     Associate Director
     Valuation Advisory Services
     Certification No. AGO03733


                                                                       CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                            North Ranch Plaza

Location:                                 The subject property is located at the
                                          southwest corner of Lindero Canyon
                                          Road and Kanan Road. The street
                                          address is 1125 to 1165 Lindero Canyon
                                          Road, Thousand Oaks, Ventura County,
                                          California.

Ventura County Assessor's
    Parcel Nos.:                          689-470-03, 04, 05, 06 and 07

Interest Appraised:                       Leased fee estate

Date of Value:                            July 27, 1996

Date of Inspection:                       July 27, 1996

Ownership:                                J.E. Robert Company, or nominee

Land Area:                                8.10 acres

1995-96 Property Assessment

    Land:                                 $ 4,418,738
    Building:                             $ 6,208,357
                                          -----------
    Total:                                $10,627,095

1995-96 Ad Valorem Taxes:                 $111,346

Zoning:                                   RPD 1.5, Residential (Specific Plan:
                                          Commercial)

Highest and Best Use
    If Vacant:                            Commercial retail development

    As Improved:                          As developed, with a multi-tenant
                                          shopping center


                                                                       CUSHMAN &
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                                   Summary of Salient Facts and Conclusions
================================================================================

Improvements
    Type:                                 A one-story neighborhood shopping
                                          center of concrete construction, plus
                                          an adjacent surface parking lot and
                                          related site improvements. The
                                          exterior of the four buildings is
                                          stucco and wood siding.

    Year Built:                           1991

    Size
      Gross Leasable Area:                62,982 square feet

    Condition:                            Good

Operating Data and Forecasts
    Current Occupancy:                    96%

    Forecasted Average Occupancy:         94%

    Average Annual Rental Rate
      Actual:                             $18.52 per square foot

      Forecasted
        In-line Space:                    $18.00 per square foot
        Rear Space:                       $14.40 per square foot
        End Space:                        $21.00 per square foot
        Pad Space:                        $24.00 per square foot

    Operating Expenses
      Last Full Year (1995):              $5.74 per square foot
      Budget (1996):                      $5.42 per square foot
      Forecasted (Fiscal 1997):           $5.57 per square foot

Value Indicators
    Sales Comparison Approach:            $10,100,000 ($160.00 per square foot)

    Income Approach:                      $10,700,000 ($169.89 per square foot)


                                                                       CUSHMAN &
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<PAGE>

                                   Summary of Salient Facts and Conclusions
================================================================================

Discounted Cash Flow Assumptions
    Market Rental Growth Rate
      1997:                               2.0%
      Thereafter                          3.5%

    Expense Growth Rates
      Taxes:                              2.0%
      All others:                         3.5%
    Credit Loss Allowance:                2.0%
    Projected Term of Future Leases:      5 years
    Vacancy Between Tenants               7 months
    Renewal Probability:                  60%
    Tenant Improvements
      New Tenants:                        $2.00 per square foot
        Renewal Tenants:                  None
      Commission Expense (Weighted
        Average):                         3.5%
    Terminal Capitalization Rate:         10.75%
    Cost of Sale at Reversion:            3.0%
    Discount Rate:                        12.5%
    Implicit Year 1 Overall 
      Capitalization Rate,                10.4%

Value Conclusion
    As Is Value Estimate:                 $10,500,000

Resulting Indicators
    Going-In Capitalization Rate
      (Overall Capitalization Rate):      10.6%

    Price Per Square Foot
      (Rentable Area):                    $166.71

Estimated Marketing Time:                 6 to 9 months

Special Assumption:                       

                                             1) Building areas were obtained
                                             from a current rent roll and lease
                                             abstracts. We were not provided
                                             with building plans or actual
                                             leases.

                                             2) Tenant retail sales levels were
                                             requested but not provided.


                                                                       CUSHMAN &
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<PAGE>

                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY .......................................    1

INTRODUCTION ..............................................................    4
  Identification of Property ..............................................    4
  Property Ownership and Recent History ...................................    4
  Purpose and Function of the Appraisal ...................................    4
  Extent of the Appraisal Process .........................................    4
  Date of Value and Property Inspection ...................................    5
  Property Rights Appraised ...............................................    5
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .....    5
  Legal Description .......................................................    6

NEIGHBORHOOD ANALYSIS .....................................................    7

MARKET ANALYSIS ...........................................................   11

PROPERTY DESCRIPTION ......................................................   16
  Site Description ........................................................   16
  Improvements Description ................................................   16

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   17

ZONING ....................................................................   18

HIGHEST AND BEST USE ......................................................   19

VALUATION PROCESS .........................................................   21

SALES COMPARISON APPROACH .................................................   23

INCOME APPROACH ...........................................................   27

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   37

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   39

CERTIFICATION OF APPRAISAL ................................................   41


                                                                       CUSHMAN &
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                                                          Table of Contents
================================================================================

ADDENDA ...................................................................   42

  Cushman & Wakefield Investor Survey
  Qualifications of Craig D. Tilson


                                                                       CUSHMAN &
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<PAGE>

                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property, which is known as North Ranch Plaza, is a one-story,
neighborhood shopping center containing 62,982 square feet of gross leasable
area. The four buildings are situated on an 8.10-acre tract of land that is
located at the southwest corner of Lindero Canyon Road and Kanan Road. The
common address is 1125 through 1165 Lindero Canyon Road, Thousand Oaks, Ventura
County, California. The center was constructed in 1991 and is 96 percent
occupied by 24 tenants as of the appraisal date. Not included in this appraisal
are the Vons Pavilions anchor supermarket and a proposed World Savings pad site,
both of which are under separate ownership.

Property Ownership and Recent History

     Ownership of the property was vested in El Paseo Associates, an affiliate
of IDM Development. In September 1987, El Paseo Associates acquired the
underlying subject site. Terms of the acquisition were not disclosed. El
Paseo/IDM subsequently developed the shopping center in 1991. In 1994, a notice
of Trustee's Sale was recorded. On February 26, 1996, a pad site (Parcel 2)
within the center containing 32,670 square feet was sold to World Savings Bank
for a reported $675,000 ($20.66 per square foot).

     During July 1996, the subject was reportedly foreclosed upon by the J.E.
Robert Company or affiliate, although we were unable to document this transfer
through First American Title Company. To the best of our knowledge, the property
is not currently being offered for sale, nor have there have been any other open
market ownership transfers during the past three years.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and site improvements and a
          representative sample of tenant spaces;

     o    Reviewed the rent roll, lease abstracts, tenant build-out allowances
          and history of recent rental rates and occupancy with the asset
          manager;

     o    Reviewed a detailed history of the income and expenses and a budget
          forecast for 1996;

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          on-site managers and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot, net income multipliers and
          capitalization


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                                                                       CUSHMAN &
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                                                               Introduction
================================================================================

          rates. This process involved telephone interviews with sellers, buyers
          and/or participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

Date of Value and Property Inspection

     The date of value is July 27, 1996, with the date of our last inspection
being the same.

Property Rights Appraised

     We valued the leased fee estate, which in a legal conveyance through sale
represents the fee simple title, subject to the existing encumbrances, i.e., the
tenant leases, in the improvements and corresponding land area.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

     (4)  Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     (5)  The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.


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                                      -5-
                                                                       CUSHMAN &
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<PAGE>

                                                               Introduction
================================================================================

     Based upon the available sales data in the marketplace, as well as our
     discussions with market participants, six to nine months would appear to
     have been reasonably appropriate for the subject property as the date of
     valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     The property, which contains 8.10 acres of land, has a legal description
which may be summarized as Parcels 3 through 6, inclusive, as shown on Parcel
Map LD-591, in the City Of Thousand Oaks, County of Ventura, State of
California, filed in Book 50, Pages 1 and 2 of Parcel Maps in the Office of the
County Recorder of said County;

     and Lot 162 to Tract 3507-3, in the City of Thousand Oaks, as per Map
recorded in Book 96, Pages 77 through 85, inclusive, of maps, in the office of
the County Recorder of said County.


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                                                                       CUSHMAN &
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                                                      NEIGHBORHOOD ANALYSIS
================================================================================

Location

     The City of Thousand Oaks is located in the easterly portion of Ventura
County, approximately 45 miles west of the Los Angeles Civic Center, 30 miles
east of the City of Ventura, 60 miles east of the City of Santa Barbara, ten
miles north of the Pacific Ocean, and nine miles south of Simi Valley.

     The city is bordered on the north by Moorpark and unincorporated Ventura
County areas; on the south by Lake Sherwood and unincorporated Los Angeles
County areas; on the west by Camarillo and unincorporated areas; and on the east
by the Cities of Westlake Village, and Agoura Hills, and unincorporated Los
Angeles County districts.

     The City of Thousand Oaks is located within the Conejo Valley, a geographic
area which includes portions of easterly Ventura County and westerly Los Angeles
County. Aside from Thousand Oaks, the Conejo Valley also encompasses the Cities
of Westlake Village and Agoura Hills, as well as the unincorporated districts of
Newbury Park, Hidden Valley and Lake Sherwood.

Background

     Prior to the late 1950's, the entire area between the San Fernando Valley
on the east and the City of Oxnard on the west was primarily undeveloped. The
access characteristics of the area at the time were quite poor and, in addition
to undeveloped land, the area included a number of agricultural farms.

     Development of the Conejo Valley began in the late 1950's in part as a
result of the opening of the Ventura Freeway (U.S. Highway 101) and in part due
to westerly growth pressures emanating from the San Fernando Valley. Initial
development of the area primarily included single-family residential districts,
but also included several pockets of supporting commercial development.

     At the time of the initial development of the Conejo Valley, much of the
land was owned by the Janss family, pioneer Southern California developers who
master planned their 10,000- acre Conejo Ranch in an effort to create a complete
community. The initial master planning of the Conejo Ranch served as the basis
for development of the City of Thousand Oaks, as well as other portions of the
Conejo Valley.

     Although much of the Cohejo Valley remains unincorporated to this day, the
City of Thousand Oaks was incorporated in 1964; Westlake Village was
incorporated in 1981; and Agoura Hills in November of 1982. Many of the
unincorporated Ventura County areas surrounding Thousand Oaks fall under the
planning and zoning jurisdiction of the city.

Population

     According to 1995 figures, Thousand Oaks had a population of 112,600
persons, ranking the city second county-wide behind Oxnard. Thousand Oaks'
population grew by 34 percent during the 1980's.


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                                                                       CUSHMAN &
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                                                      Neighborhood Analysis
================================================================================

     The following chart provides pertinent information relating to historical
population levels for Thousand Oaks and Ventura County since 1960.

- --------------------------------------------------------------------------------
               Population              %          Population               %
     Year     Thousand Oaks         Change*     Ventura County          Change
     ----     -------------         -------     --------------          ------
- --------------------------------------------------------------------------------
     1960         N/A                 N/A           119,138              N/A
     1970         36,334              N/A           376,400              12.2
     1980         77,072              7.8           529,174               3.5
     1985         94,160              4.1           589,500               2.2
     1990        102,795              1.8           668,553               2.5
     1995        112,600              1.8           720,500               1.5

   * Compounded Annual Change


     Given slow economic growth during the 1990's, it is anticipated that future
population growth will be continue to be moderate, but at a much lower rate than
that experienced during the 1960's and 1970's.

Employment

     The employment base of the Conejo Valley is quite strong, including both
manufacturing and non-manufacturing employers. There are over 132 manufacturing
firms within the community, with the leading product lines being electronic
components and plastics products. Numerous other smaller employers are located
in attractive industrial and business parks located throughout the Conejo
Valley.

Transportation

     Thousand Oaks and the Conejo Valley are reasonably well located, benefiting
from general proximity to metropolitan centers in the Southern California
region. The Ventura (U.S. 101) Freeway traverses the Conejo Valley in an
east/west direction, connecting it to the Los Angeles metropolitan area on the
east, and the Ventura/Oxnard area on the west. The Moorpark (State 23) Freeway
extends northerly from the Ventura Freeway connecting Thousand Oaks with the
communities of Moorpark, Fillmore and Simi Valley. Both of these freeways
interconnect with other highways to provide the Conejo Valley rapid access to
the entire Southern California market area.

     Bus lines serving the area include Greyhound West, Commuter Bus Lines,
Thousand Oaks/Moorpark Express, and Great American Stageline, Inc. Rail
transportation is provided by Southern Pacific and Amtrak, both of which have
stops in nearby Oxnard. Overnight trucking is provided by six major truck lines
and numerous smaller independent truck lines. Commuter airline transportation is
provided by Wings West Airlines which operates out of Oxnard Airport. The
Ventura County Airport and Camarillo Airport are smaller facilities designed for
small craft


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                                                      Neighborhood Analysis
================================================================================

operations. The nearest major airport facility is the Burbank/Pasadena/Glendale
Airport, located approximately 35 miles to the east, while Los Angeles
International Airport is located approximately 45 miles to the southeast.

Community Facilities

     The City of Thousand Oaks operates under a council/manager form of
government with an elected part-time city council, and a full-time city manager.
The city operates its own building, planning, public works and parks and
recreation departments.

     Police protection is provided by the Ventura County Sheriff's Department on
a contract basis. Seventy-one sworn officers are assigned to the City of
Thousand Oaks and provide such local services as patrol, investigation, traffic
enforcement, youth services, computer crime analysis, narcotics, and an active
crime prevention program.

     Fire protection is provided by Battalion 3 of the Ventura County Fire
Department. The fire department maintains six stations within the Conejo Valley
and has a compliment of 66 regular firefighters, 40 reserve fire-fighters, and a
headquarters staff of four.

     The Conejo Unified School District services Thousand Oaks and surrounding
unincorporated areas operating 18 elementary schools, four intermediate schools,
four public high schools, one special education school, and a junior college.
Additionally, the city includes three private high schools and California
Lutheran College, a private four-year institution.

     Additional facilities serving the community include two libraries, 13
theaters, four golf courses, 31 parks, 64 churches, two daily newspapers, two
weekly newspapers, and two radio stations.

Surroundings

     The subject is located at the southwest corner of Lindero Canyon Road and
Kanan Road, in the northeastern portion of the City of Thousand Oaks. This
location is within the newer Oak Park area of Thousand Oaks, which consists
largely of newer, above average single family residences.

     The access characteristics of the property are considered good, via both
freeways and surface arterials. The Ventura (101) Freeway, located two and
one-half miles south of the property, is the major east/west freeway serving the
Conejo Valley and connecting it with the San Fernando Valley and Los Angeles to
the east, as well as Camarillo, Oxnard, Ventura and Santa Barbara to the west.
Lindero Canyon Road, which provides full on- and off- ramps at its intersection
with the Ventura Freeway, is a north/south arterial which extends from the
subject property, south of the Ventura Freeway to Agoura in Los Angeles County.
The intersection of Lindero Canyon Road and Kanan Road is signalized.

     The east side of Lindero Canyon Road, directly across from the subject, is
improved with the Oak Park shopping center, including a Ralphs supermarket and
Thrifty drug store. Immediate surroundings are primarily newer single family
homes with some multiple residential dwellings.


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                                                                       CUSHMAN &
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                                                      Neighborhood Analysis
================================================================================

Conclusions

     The subject enjoys locational characteristics within the vibrant Conejo
Valley. The property is located in a newer area, and is designed to serve the
local Oak Park and North Ranch neighborhoods of Thousand Oaks.

     The Thousand Oaks/Conejo Valley area is a desirable Southern California
suburban district which provides attractive residential neighborhoods, ample
supporting commercial/retail facilities, a sound employment base, fine
recreational amenities, and adequate community services. Outlying areas within
the community are still in a developing stage of their life cycle.


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                                                            MARKET ANALYSIS
================================================================================

Trade Area Market Potential

     The drawing power of a retail center of the subject's size is fundamentally
related to the strength of the anchor tenants and the compatibility and type of
complimentary satellite tenancies, as well as the relative proximity of
competitive centers offering comparable goods and services.

     In order to define and analyze the subject property's market potential, it
is important to first establish the boundaries of the primary and secondary
trade areas from which the subject draws its customers. As a neighborhood
center, the subject's competition comes in the form of other neighborhood and
community centers.

     Traditionally, a neighborhood center's sales are primarily generated from
within its primary trade area which is typically within reasonably close
geographic proximity to the store itself. The secondary trade area generally
refers to more outlying areas which provide less frequent customers to the
center. Residents within the secondary trade area would be more likely to shop
closer to home due to time and travel constraints.

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. With the assistance of data provided by National
Decision Systems, we analyzed the subject's market area. It is difficult to
quantify the precise extent of the subject's trade area, but based on the
subject's tenant mix, size, and availability of similar stores and services in
the surrounding areas, we consider a one- to three-mile trade area to be most
relevant for this analysis. The subject's primary anchor is Pavilions
supermarket. Additionally, there is a Lampost Pizza restaurant, Baskin Robbins
and Bank of America branch. Although some of these tenants can attract clientele
from a larger, secondary radius, the services are duplicated along other
commercial corridors within roughly one to three miles from the subject.

Population

     According the data furnished by Equifax National Decision Systems (ENDS) on
the facing page, the total 1996 population within a three-mile radius of the
subject is 40,458. This data indicates that the population within this market
area has increased 15.6% since 1990. Further population growth is projected
through 2001.

     The number of households in the subject market area is also an important
consideration. A household consists of all the people occupying a single housing
unit. While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade areas as it impacts the retail center.

     According to ENDS, the primary trade area added 1,988 households between
1990 and 1996, an increase of 16.9 percent to 13,785 units. This increase
represents a 2.6 percent compounded annual growth rate. While this increase is
more rapid than the general population growth, the growth rate has slowed since
the 1980's, due primarily to the recession occurring during the early 1990's.
Nevertheless, the number of households is expected to continue to increase by
2.1 percent compounded annually through 2001.


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                                                            Market Analysis
================================================================================

Trade Area Income

     The 1996 estimated median household income is a significant $81,714 for the
three-mile area surrounding the subject. As shown on the previous chart, median
household incomes cluster from $50,000 to over $150,000 within the immediate
subject neighborhood. In fact, over 50 percent of the households in the primary
trade area earn more than $75,000 per year. Thus, the data suggests that the
subject center is located in a growing, relatively affluent community. These
demographics suggest that the subject area has a high concentration of
purchasing power which should in turn have a positive impact on retail sales.

Retail Sales

     In the analysis of a retail property, levels of income and purchasing power
must be compared with actual retail sales in order to clearly ascertain the
dynamics of the marketplace. The following table summarizes retail sales in
Ventura County and Thousand Oaks:

                             Trends in Retail Sales
                                 (in thousands)

                Year              Ventura County                  Thousand Oaks
                ----              --------------                  -------------
                1989              3,934,995                         953,735
                1990              3,959,479                         954,928
                1991              3,835,101                         962,522
                1992              3,891,962                       1,011,261
                1993              3,913,054                       1,034,418
                1994              4,336,652                       1,205,733
                1995*             4,479,365                       1,250,960

Compound Annual Growth            2.2%                            4.6%

* Estimated


     According to the above data, retail sales within Ventura County and
Thousand Oaks have grown since 1989 at compound annual rates of 2.2 percent and
4.6 percent, respectively. These figures were negatively impacted by the
recession which affected the area during the early 1990's. The rate of growth
in the county versus the city indicate that sales growth in Thousand Oaks is
ahead of that of the county. The figures for the past two years, in particular,
bode well for the subject market.

Subject Market Potential

     Although the Conejo Valley was originally developed as a residential
suburb, it has matured to a level where it currently contains sufficient
commercial and retail facilities to satisfy the majority of its residents.
Included within the valley are older strip retail districts, numerous
neighborhood shopping centers, community centers, and a regional shopping
center.

     The subject is currently configured for 26 tenants. The character of the
subject center is dictated to a large degree by the image of the major tenant
adjacent, Pavilions, an upscale


================================================================================

                                      -12-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Market Analysis
================================================================================

supermarket. In addition to Pavilions, other national or regional credit tenants
include Bank of America, Baskin Robbins, Lampost Pizza and Prudential Realty.
World Savings plans to construct a branch office on its pad site within the
center. The subject center is one of the newest in the area, constructed in
1991. Many of the tenants within this center are oriented toward local
residents. Given current economic conditions and the strong appeal of the
subject anchor tenant, the current use of the subject property is a highly
appropriate use for the site.

Competitive Supply

     The chart on the following page summarizes the primary existing competitive
shopping centers in Thousand Oaks within roughly three miles of the subject
property. The competitive centers (excluding the subject) have a combined
rentable area of 586,585 square feet, range in size from 57,822 to 184,476
square feet, and are 94 to 99 percent occupied. The centers are described below.

     Item 1, Oak Park Shopping Center, is a neighborhood shopping center located
immediately across from the subject. The center is currently anchored by Ralphs
supermarket and Thrifty Drugs. Additional tenants include Blockbuster Video and
El Pollo Loco fast food restaurant. Its location is considered comparable to
that of the subject, as is the center's design. However, its tenant mix
generates higher traffic than the subject's. The center is in good condition and
is 95 percent occupied with rents approaching $27.00 per square foot annually.

     Item 2 is located at Thousand Oaks Boulevard and Westlake Boulevard, near
the Ventura Freeway. General surroundings are more established than those of the
subject. This center is also in good condition and anchored by Ralphs, Thrifty,
as well as a Trader Joes specialty market. Asking rents for this premier center
range from $24.00 to $39.00, and this center is also 99 percent occupied.

     Item 3, Northstar Plaza, is a recently renovated "village" unanchored
center included due to its nearby location on Thousand Oaks Boulevard. The
center currently enjoys high occupancy at 94 percent. Its location and condition
are generally comparable features of comparison, although its mix of retail and
office tenants is inferior.

     Item 4 represents the Park Oaks shopping center. This center is older and
has not been renovated. Nevertheless this center enjoys 95 percent occupancy
currently, signifying a strong local retail market. We note that occupancy is
down from 98 percent over the past four years. This center is afforded major
tenants including Vons, Clothestime, and Melody Theaters. The center also
benefits from national tenants including Radio Shack and McDonald's on a front
pad. Its rent levels are near the low end of the range, from $12.00 to $16.68
per square foot.

     Item 5, Oakbrook Plaza, has excellent freeway access off the Moorpark (23)
Freeway, but is located in an older area. This center was constructed in 1986
and is in good condition. Major tenants include Albertsons and Long's Drugs. Due
in part to the desirable condition of the center, occupancy is currently 99
percent. Its rent levels are at the low end of the range, from $12.00 to $15.60
per square foot.


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                                      -13-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Market Analysis
================================================================================

                       Retail Rental and Occupancy Survey
                            Thousand Oaks, California
                                   (July 1996)
<TABLE>
<CAPTION>

====================================================================================================================================
                                                       Size      Available              Annual Rent        Anchor        Annual CAM
 Item No.  Name/Location                  Year Built   (SF)      Space (SF)  Occupancy   PSF (NNN)         Tenant        Charges PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>         <C>          <C>     <C>             <C>                 <C>  
    1      Oak Park Shopping Center       1990's       122,287      5,800       95%        $27.00       Ralphs, Thrifty     $4.20
           SEC Lindero Canyon Road &                                                                         Drugs,
           Kanan Road                                                                                     Blockbuster
- ------------------------------------------------------------------------------------------------------------------------------------
    2      North Ranch Mall               1980         184,476      1,200       99%     $24.00-$39.00   Ralphs, Thrifty      N/A
           NWC Westlake Blvd. &           Ren. 1990                                                      Drugs, Trader
           Thousand Oaks Blvd.                                                                               Joes
- ------------------------------------------------------------------------------------------------------------------------------------
    3      Northstar Plaza                1978          57,822      3,364       94%     $12.60-$18.00        None           $3.00
           1321-1345 E. Thousand Oaks     Ren. 1995
           Boulevard
- ------------------------------------------------------------------------------------------------------------------------------------
    4      Park Oaks Shopping Center      1960         117,000      5,480       95%     $12.00-$16.68        Vons           $1.92
           NEC Moorpark Road & Janss                                                                      Supermarket,
           Road                                                                                              Melody
                                                                                                            Theaters
- ------------------------------------------------------------------------------------------------------------------------------------
    5      Oakbrook Plaza                 1986         105,000      1,380       99%     $12.00-$15.60      Albertsons       $4.08
           SEC Avenida de Los Arboles &                                                                   Supermarket,
           Moopark Freeway                                                                                Longs Drugs
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal                                               586,585     17,224       97%
- ------------------------------------------------------------------------------------------------------------------------------------
 Subject   North Ranch Plaza              1991          62,982      2,439       96%                         Pavilions
           SWC Lindero Canyon Road &                                                                       Supermarket
           Kanan Road                                                                                       (adjacent)
- ------------------------------------------------------------------------------------------------------------------------------------
  Total                                                649,567     19,663       97%
====================================================================================================================================
</TABLE>


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                                      -14-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Market Analysis
================================================================================

     These centers represent the primary competitive supply for the subject
development. All are located in Thousand Oaks, north of the Ventura Freeway. As
set forth on the preceding summary of competitive supply, the current vacancy
level for the combined 649,567 square feet of total retail space, including the
subject, is only three percent.

Shopping Centers Planned or Under Construction

     The recent recovery from the recession and the continued population growth
within Thousand Oaks point to new development within the market. The most
competitive of three new centers will be located on the east side of Lindero
Canyon Road, just south of the subject. The 100,000 square foot Costco Center is
currently under construction and is reportedly 100 percent pre-leased. In
addition to Costco/Price Club, anchor tenants will include Albertsons
supermarket and PetSmart.

     Located approximately two and one-half miles southwest is the proposed
Promenade of Westlake Village. This proposed center is at the southeast corner
of Thousand Oaks Boulevard and Westlake Boulevard, across from the competing
North Ranch Mall. Ground breaking has commenced on this 175,000 square foot
center which will feature a Bristol Farms specialty market, Cost Plus, Mann 8
Theaters and Barnes & Noble Booksellers.

     Also proposed for Westlake Boulevard near the Ventura Freeway is a home
furnishing center to feature Bed Bath & Beyond and Ethan Allen. Finally, we are
also aware of the current construction of an Orchard Supply Hardware store
adjacent to the Oakbrook Plaza on Avenida de Los Arboles.

     The proposed Costco center on Lindero Canyon Road will provide the most
competition within the immediate subject neighborhood. However, the subject
Pavilions is an upscale supermarket that will continue to attract upper middle
income shoppers to North Ranch Plaza.

Conclusions

     Our investigation uncovered two planned or under construction competitive
retail centers within the subjects identified trade area. While brokers and
other professionals within the local area indicate that the market slowed during
the early 1990's, the outlook over the foreseeable future is positive. Based on
the demographic analysis discussed previously and the continued population
growth projected by Equifax National Decision Systems, it is logical to assume
that the sales volumes and corresponding achievable rental levels for the
subject development will increase over the projected holding period.


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                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site is situated at the southwest corner of Lindero Canyon Road
and Kanan Road. The common street address is 1125 through 1165 Lindero Canyon
Road, Thousand Oaks, Ventura County, California. The site (in total) is
irregular in shape and contains 8.10 acres of land area. The topography consists
of a level pad area, sloping downward from north to south. We have assumed that
the soil's load-bearing capacity is sufficient to support the existing
structures. All essential utilities including electricity, water, sewer, and
telephone are currently serving the site.

     According to Community Panel No. 060422 0020A, effective September 29,
1978, the subject property appears to be situated in Zone C, an area designated
as being outside of the floodplain.

Improvements Description

     The North Ranch Plaza consists of four, one-story shopping center buildings
containing 62,982 gross leasable square feet. Not included in this figure is an
adjacent Pavilions supermarket of 50,970 square feet under separate ownership.
The property was constructed in 1991 and is currently 96 percent occupied by 24
tenants.

     Construction is typical with steel-reinforced concrete and stucco with wood
siding exterior walls. Each tenancy is heated and cooled with roof-mounted HVAC
systems. Plumbing and electrical is assumed to meet required building codes. The
property has fire sprinklers.

     The subject has ample asphalt surface parking, and concrete curbs and
sidewalks. The site is well landscaped with trees, ground cover, ornamental
shrubs and plants located along the street frontage, around the building and in
the parking lot.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in good condition. No evidence of structural damage was
observed on our inspection of the improvements. Further, we are not aware of any
major items of deferred maintenance.


================================================================================

                                      -16-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is under the taxing jurisdictions of the City of
Thousand Oaks and Ventura County. Taxes are levied against all real property in
this locale for the purpose of providing funding for the various municipalities.
The amount of ad valorem taxes is determined by the current assessed value for
the property in conjunction with the total combined tax rates of the taxing
jurisdiction.

Tax Rates

     The following is a chart displaying the 1995-96 tax rates levied by the
above noted taxing jurisdictions:

================================================================================
                      Tax Rates Per $100 of Assessed Value
================================================================================
                                                         1995-96
                                                         Tax Rate
- --------------------------------------------------------------------------------
            Total                                        $1.026381
================================================================================

Tax Assessment

     Under the provisions of Article XIIIA of the California Tax and Revenue
Code, properties are assessed at their market value as of March 1, 1975, the
base year lien date. This value may be increased only two percent per year until
the property is sold, substantial new construction occurs, or the property's use
changes significantly. In such cases, the property may be reassessed to its
market value.

     The subject property's Assessor parcel identification numbers are
689-470-03, 04, 05, 06 and 07. Following is the subject's total current
assessment.

================================================================================
                           Property Assessment Summary
================================================================================
                                                          1995-96
================================================================================
            Land                                        $ 4,418,738
            Building                                    $ 6,208,357
- --------------------------------------------------------------------------------
            Total                                       $10,627,095
================================================================================
            Taxes                                          $109,074

            Direct Assessments                               $2,272
- --------------------------------------------------------------------------------
            Total Taxes                                    $111,346
================================================================================


Ad Valorem Tax Conclusions

     If the property were sold, it would be reassessed according to the
Assessor's opinion of its market value, which is the sale price in most cases.
Based on the property's appraised value, taxes after sale would equal
approximately $107,770 net of direct assessments, as follows.


================================================================================

                                      -17-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Real Property Taxes and Assessments
================================================================================

================================================================================
                         Estimated Tax Burden Upon Sale
================================================================================
   $10,500,000      X       $1.026381       +      100       =      $107,770
================================================================================


     Taking into consideration the potential for increases in the assessed value
per Proposition 13, we have projected that taxes for the subject property will
increase at 2.0 percent annually.


================================================================================

                                      -18-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                     ZONING
================================================================================

     The subject property is zoned RPD1.5, Residential, under the Zoning
Ordinance of the City of Thousand Oaks. However, the subject property's Specific
Plan designation is Commercial. The Commercial District was established to
provide for professional and service commercial needs. This classification
primarily permits retail and office uses. No industrial uses are allowed.

     We were not provided an estimate of total parking spaces; however, based
upon our physical inspection and upon conversations with the City of Thousand
Oaks, the property appears to be in compliance with the current parking
requirements. We are not experts in the interpretation of complex zoning
ordinances, but the property appears to be a conforming use based on our review
of public information. However, the determination of compliance is beyond the
scope of a real estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist is beyond the scope of this appraisal assignment. Deed
restrictions are a legal matter, and only a title examination by an attorney or
title company can usually uncover such restrictive covenants. Thus, we recommend
a title search to determine if any such restrictions do exist.


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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)

                                      -19-
<PAGE>

                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing commercial Specific
Plan zoning designation and the surrounding development (which consists of a
retail at prominent intersections), some type of commercial use would be most
compatible with surrounding development. Further, as discussed in the Market
Analysis section of this report, the submarket has continued its recovery with a
current occupancy level of approximately 97 percent. Rental rates for this type
of space represent the highest rates in the Thousand Oaks area. Further, the
retail market is very active from an occupancy and rental rate perspective.
Therefore, it is our opinion the highest and best use of the site as vacant is
for commercial retail development.

Highest and Best Use, As Improved

     As noted in the Property Description section of this report, the subject
site is improved with a 62,982 square foot neighborhood shopping center and
related site improvements. Constructed in 1991, the project is in good
condition. Further, the design and layout are considered to be functional for
its current use.

     The retail submarket in which the subject competes is stable with
increasing occupancy levels and rental rates, as will be supported by the data
and analysis presented in the balance of this report. Therefore, it is our
opinion that the subject property, as improved, is capable of providing an
adequate return to the land over the foreseeable future. This conclusion is
supported by the data and analysis presented in the balance of this report. For
these reasons, it is our opinion that the highest and best use of this site, as
improved, is for continued use as a neighborhood shopping center.


================================================================================

                                      -20-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Sales Comparison Approach and the
Income Approach to develop market value estimates for the subject property.
Because this is a summary report, the level of detail of presentation is less
than that found in a self-contained report.

     We used two approaches in our valuation of the property. The Cost Approach
is not considered a relevant valuation method for the subject property. Buyers
and sellers within this market do not typically utilize the Cost Approach in
their purchase and sale decisions. Further, the age of the improvements requires
a large degree of judgment in estimating accrued depreciation, including
economic obsolescence. For these reasons, we have not utilized the Cost Approach
in this appraisal, as we do not believe it would provide a meaningful indication
of value and would not help to support the other approaches to value.

In the Sales Comparison Approach, we performed the following steps:

     o    Investigated the market for recent sales of similar properties.

     o    Analyzed those sales on the basis of the sales price per square foot;
          and

     o    Correlated the value indications into a point value estimate from
          within the range.

In developing the Income Approach we:

     o    Studied the rents in effect in this and competing properties to
          estimate the potential rental income at market levels;

     0    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of expenses and reserves
          for replacement;

     0    Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

     0    Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the term of existing leases. As
          the existing leases expire, the space is estimated to rent at the then
          current market rental rate with appropriate allowances for downtime.
          Spaces now vacant will be rented at market rates and at the time
          intervals discussed in the Income Approach section of this report.
          From potential gross revenues, we subtract vacancy and expenses
          (operating, fixed, and other) to arrive at an estimate of cash flow
          over an eleven-year forecast.


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                                      -21-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Valuation Process
================================================================================

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.


================================================================================

                                      -22-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area;

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to common units of comparison, such as price
          per square foot of building area;

     (5)  making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting the adjusted sales data and draw a logical value
          conclusion.

     In analyzing the leased fee estate (or fee simple estate, subject to the
existing building tenant leases), the sale prices inherent in the comparables
were reduced to those common units of comparison used to analyze improved
properties that are similar to the subject. Of the available units of
comparison, the sales price per square foot of net rentable area (used by
buyers, sellers, and brokers), as well as the net income per square foot
analysis, are the most commonly used measurements to value shopping centers in
the marketplace.

     From an appraiser's perspective, the net income per square foot analysis is
probably a more discernible indicator of value because it considers the income
characteristics which in turn dictate the price per square foot paid.
Regardless, both the sales price per square foot and net income per square foot
analyses have been used to analyze the subject property.

     The comparable sales had occupancy levels ranging from 88 to 100 percent at
the time of sale. On the following page is a summary of recent market data
considered to be most indicative of the subject's current market value.


================================================================================

                                      -23-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                               [GRAPHIC OMITTED]

                                  [STREET MAP]





                                Comparable Sales


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                  Sales Comparison Approach
================================================================================

     The comparable properties are generally similar from a physical standpoint
to the subject, but there are some differences in terms of location, occupancy,
and tenant draw. All of the properties have surface parking. Generally speaking,
the investment market for this type of product is fairly broad, including
national, regional and local investors.

Sales Price Per Square Foot Analysis

     The comparables indicate sales prices ranging from $77.07 to $142.08 per
square foot of rentable area on a cash equivalent basis. The prices per square
foot are influenced by the differences in location, occupancy levels, character
of the tenancies and economics. Nevertheless, it is important to address each
property in terms of the conventional sequence of adjustments. Following are
those considerations which are relevant to the subject. The first three elements
must be considered in advance of applying any other compensating factors to
derive value conclusions via the sales price per square foot methodology.

     Property Rights Conveyed

     As shown in the summary table, all of the comparables are encumbered by
leases; therefore, the leased fee estate was conveyed in each of these cases. In
the final analysis, we have made no adjustments to the comparables for the
differences in property rights conveyed.

     Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller. Thus,
we have made no adjustments to the comparables for seller financing.

     Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

     Other

     Because of the multiple differences inherent in properties with respect to
quality and design, location, and, in this case economics, not to mention the
quality of the tenant base, mathematical adjustments would be extremely
difficult to support.

     In our opinion, Comparable 1-6 is the most similar to the subject in size
and net income potential. It is also the most recent sale occurring in May 1996,
and bests reflects current market conditions. Nevertheless, its location in Van
Nuys has inferior demographics to Thousand Oaks. This comparable sold for
$142.08 per square foot. Based upon all of the above data, we believe the value
of the subject would be in the range of $150.00 to $160.00 per square foot of
rentable area. Thus, our value range by the Sales Price Per Square Foot method
is as follows:


================================================================================

                                      -24-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
================================================================================

================================================================================
                       Sales Price Per Square Foot Summary
================================================================================
   Rentable Area                Sales Price Per                   Indicated
       (SF)                       Square Foot                       Value
================================================================================
      62,982           X            $150.00            =          $9,447.300

                                   Rounded To:                    $9,400,000

      62,982           X            $160.00            =         $10,077,120

                                   Rounded To:                   $10,100,000
================================================================================


Comparing Properties Based on Net Operating Income per Square Foot

     Another market measure compares the net operating income (NOI) per square
foot of the property being appraised with the NOI per square foot of the sales.
If the properties are truly comparable in terms of occupancy, operating expense
ratio and stability of income stream, then this can be an effective method of
analysis. It is, in effect, the same thing as comparing the capitalization rate
derived from the sales to the appropriate capitalization rate for the property
being appraised. The chart below illustrates this methodology.

================================================================================
                 Comparing Property Based on NOI Per Square Foot
================================================================================
   Sale             NOI/SF             Unadjusted            Adjusted Sales
    No.            Subject        X     Price/SF       =        Price/SF
                   -------
                  Comparable
================================================================================
     1              $17.67        X       $79.05       =         $180.93
                    ------
                    $7.72
- --------------------------------------------------------------------------------
     3              $17.67        X      $119.82       =         $191.08
                    ------
                    $11.08
- --------------------------------------------------------------------------------
     5              $17.67        X       $77.07       =         $160.59
                    ------
                    $8.48
- --------------------------------------------------------------------------------
     6              $17.67        X      $142.08       =         $142.40
                    ------
                    $17.63
================================================================================


     The unadjusted sale prices of the comparables range from a low of $77.07 to
a high of $142.08 per square foot, a relatively wide range. The adjusted sales
prices range from $142.40 to $191.08 per square foot which is a slightly
narrower range that exceeds the unadjusted range. As discussed previously,
Comparable 1-6, with an adjusted sale price of $142.40 per square foot, has the
most similar NOI per square foot. However, this property has increased risk
based on its inferior tenant mix, including the 99 Ranch Market. Consequently,
we have estimated the subjects value to be higher than this indicator.

     Sales 1-1 and 1-5 are each located in Ventura County and best reflect the
subject's locational features. These adjusted indicators range from $160.59 to
$180.93. In the final analysis, we have concluded between $160.00 and $170.00
per square foot. Following are the calculations of the subject's total value.


================================================================================

                                      -25-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
================================================================================

================================================================================
                       NOI Per Square Foot Ratio Analysis
================================================================================
    Subject's
      Size                        Price                       Indicated
      (GLA)                      Per SF                         Value
================================================================================
     62,982           X          $160.00          =          $10,077,120

     62,982           X          $170.00          =          $10,706,940

                                Rounded To:       =          $10,100,000

                                                                  to

                                                             $10,700,000
================================================================================


     The previous two methods of analysis result in the following conclusions.

================================================================================
                                                           Low          High
================================================================================
Value Indicated on Basis of Price Per SF Analysis       $9,400,000   $10,100,000

Value Indicated Based on Ratio of NOI to Sales Price   $10,100,000   $10,700,000
Derived From Comparable Sales
================================================================================


     The price per square foot analysis resulted in a value indication ranging
from $9,400,000 to $10,100,000, while the value indicated by the ratio of NOI to
sales prices per square foot ranged from $10,100,000 to $10,700,000. Both
methods are excellent indicators of value for properties like the subject that
are encumbered by long-term net leases. Accordingly, we concluded a value
estimate toward the middle of the two indicated ranges.

            Value Indicated by Sales Comparison Approach: $10,100,000

     The above value equates to $160.36 per square foot of gross leasable area.


================================================================================

                                      -26-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multi-tenant shopping centers, i.e., multiple leases, with
staggered lease terms and varying lease structures; the lease-up of vacant
space; and differing tenant finish allowances, depending upon whether the space
is in a shell or second generation state.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method. Overall, market
conditions are still below normalized levels, although the subjects submarket
and direct competition are strengthening rapidly. Consequently, the discounted
cash flow method is the most pertinent method of reflecting investor
expectations as of the current period, and during the projected recovery. Also,
the discounted cash flow methodology can better quantify the impact of
multi-tenant leases with staggered lease terms and rental rates than the direct
capitalization technique. Therefore, it is our opinion that the discounted cash
flow method is the most appropriate method in the valuation of the subject
property. As such, the direct capitalization method will not be used in this
analysis. However, at the conclusion of the Income Approach, we will analyze the
resulting overall capitalization rate derived from the discounted cash flow
analysis as a check for reasonableness.

     In the following sections, we will first analyze the subjects existing
leases and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

Summary of Existing Leases

     As of the effective date of appraisal, there are 24 leased suites totaling
60,543 square feet of rentable area. In addition, Vons Pavilions owns the
supermarket building within the center, and World Savings plans to construct a
branch on its separately owned pad site. This figure equates to an occupancy
factor of 96 percent.


================================================================================

                                      -27-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     Current rent levels range from $5.35 to $30.48 per square foot, and average
$18.52 per square foot annually on a triple net basis. In addition to base rent,
tenants pay their share of property operating costs, plus a ten to 15 percent
CAM surcharge for management. A summary of existing leases is presented on the
facing page. A complete rent roll of the subject property abstracting the
existing leases is located in the Addenda.

Assumptions Regarding the Existing Leases

     Our analysis specifically assumes the existing tenants will remain in the
property and continue paying rent under the terms of their leases. Information
provided by management indicates that only one tenant, Postal Club, is currently
in default of its lease, and is paying excess rent until current. Overall, the
tenants are typically local companies, but past leasing operations generally
appears to be stable.

Lease Expirations

     As part of our risk analysis, we reviewed the tenant expiration dates (as
shown in the Addenda). With respect to the current leasing structure, there is
one tenant of 1,066 square feet with an expiration date in 1996, while 8,430
square feet or 13 percent of the rentable area is exposed during 1997. During
1998, two tenants of 2,094 square feet have lease expirations. Thus, over the
next three years (1996-1998), the percentage of space expiring is fairly
nominal (11,590 square feet, or 18 percent). However, most leases expire in
years 1999 through 2002. Overall, the lease expiration exposure is staggered
over the projected holding period.

     None of the renewal options contained in the existing leases specify below
market rates. Therefore, at the expiration of those leases which contain renewal
options, we have assumed normal renewal probabilities.

Estimate of Current Market Rent

     According to the leasing agent, the current quoted rental rates at the
subject property extend up to $21.60 per square foot, on a triple net basis. The
most recent actual signed lease to Toy Attic calls for rent of $18.60 annually.
Quoted tenant finish allowances range from zero to $5.00 per square foot.
Typically, tenant finish for second generation space is nominal. In order to
gauge the reasonableness of the quoted rent and form a conclusion as to the
current market rents for the subject property as of the appraisal date, we
conducted a survey of comparable shopping centers located in Thousand Oaks. On
the following page is a summary of properties utilized in our rent comparable
analysis. The chart is restated from the Market Analysis section.


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                                      -28-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

                       Retail Rental and Occupancy Survey
                            Thousand Oaks, California
                                   (July 1996)
<TABLE>
<CAPTION>
====================================================================================================================================
                                                        Size     Available               Annual Rent        Anchor       Annual CAM
  Item No.  Name/Location                  Year Built   (SF)     Space(SF)  Occupancy     PSF(NNN)          Tenants      Charges PSF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                            <C>         <C>        <C>          <C>      <C>             <C>                 <C>  
   R-1      Oak Park Shopping Center       1990's      122,287     5,800       95%         $27.00       Ralphs, Thrifty     $4.20
            SEC Lindero Canyon Road &                                                                       Drugs,
            Kanan Road                                                                                    Blockbuster
- ------------------------------------------------------------------------------------------------------------------------------------
   R-2      North Ranch Mall               1980        184,476     1,200       99%      $24.00-$39.00   Ralphs, Thrifty       N/A
            NWC Westlake Blvd. &           Ren.1990                                                      Drugs, Trader
            Thousand Oaks Blvd.                                                                              Joes
- ------------------------------------------------------------------------------------------------------------------------------------
   R-3      Northstar Plaza                1978         57,822     3,364       94%      $12.60-$18.00        None           $3.00
            1321-1345 E. Thousand Oaks     Ren. 1995
            Boulevard
- ------------------------------------------------------------------------------------------------------------------------------------
   R-4      Park Oaks Shopping Center      1960        117,000     5,480       95%      $12.00-$16.68        Vons           $1.92
            NEC Moorpark Road & Janss                                                                    Supermarket,
            Road                                                                                            Melody
                                                                                                           Theaters
- ------------------------------------------------------------------------------------------------------------------------------------
   R-5      Oakbrook Plaza                 1986        105,000     1,380       99%      $12.00-$15.60      Albertsons       $4.08
            SEC Avenida de Los Arboles &                                                                  Supermarket,
            Moopark Freeway                                                                               Longs Drugs
- ------------------------------------------------------------------------------------------------------------------------------------
 Subtotal                                              586,585    17,224       97%
- ------------------------------------------------------------------------------------------------------------------------------------
  Subject   North Ranch Plaza              1991         62,982     2,439       96%                         Pavilions
            SWC Lindero Canyon Road &                                                                     Supermarket
            Kanan Road                                                                                     (adjacent)
- ------------------------------------------------------------------------------------------------------------------------------------
    Total                                              649,567    19,663       97%
====================================================================================================================================
</TABLE>


================================================================================
 
                                      -29-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     The rates summarized above indicate the quoted rental rate for the
comparable properties. In some cases, the actual effective rates being achieved
for recent leases was unavailable. In those instances where the leasing agent
indicated the effective rate, it was either the same as the quoted rate or
slightly lower.

     We were able to obtain actual lease information on three of the subjects
competing buildings. The three comparable leases exhibited actual lease ranging
from $15.00 to $27.00 per square foot. The tenant improvement allowances were
typically zero.

     The highest indicator was achieved at the Oak Park Shopping Center, located
across the street from the subject. While similar in age, location, quality and
condition, its tenant mix is considered superior to the subject's. We would
expect lower achievable rents at the subject center. The balance of the data
ranged from $15.00 to $16.80 per square foot. These two centers, Park Oaks and
Oakbrook Plaza, are older than the subject; the indicated lease rates require
upward adjustments.

     The quoted rental rates are on a triple net basis, with the tenant
responsible for all operating costs.

     In addition to the surveyed properties noted above, we have also taken into
consideration the recent leases which have been executed at the subject
property. The recent leases have rental rates between $16.80 and $19.20 per
square foot, on a triple net basis, plus a 15 percent CAM surcharge for
management. Tenant finish allowances range from $0.00 to $10.50 per square foot
for new tenants. The majority of the recent leases have terms of three to six
years. In general, the reasons for the range in base rental rates in the recent
leases include: (1) the size, location, and physical condition of the space
leased, and (2) the creditworthiness of the tenant. The length of the term can
be another contributing factor.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of appraisal:

     1)   The market rental rates for the subject space are estimated below.

          In-line Space:               $18.00 per square foot

          Rear Space:                  $14.40 per square foot

          End Space:                   $21.00 per square foot

          Pad Space:                   $24.00 per square foot

     2)   In future leases, a 15 percent CAM charge is applied to the triple net
          leases.

     3)   Future leases are assumed to have a five-year lease term.


================================================================================

                                      -30-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     4)   The tenant improvement allowance is projected to be $2.00 per square
          foot for new tenants that lease second generation space, and zero for
          tenant renewals.

Rental Rate Forecast

     Several brokers indicated to us that the quoted rental rates for the
shopping centers are tightening. Our survey presented earlier in the Market
Analysis section supports this contention. Furthermore, it is our opinion that
the subject will likely experience moderate rental rate increases over the next
several years because of increasingly higher occupancy rates in the subject's
market area. However, rent increases will be kept in check by new construction
currently underway.

     As such, we have forecasted a two percent increase in the market rental
rates for the subject property in 1997. Thereafter, a 3.5 percent annual
increase has been applied to the market rental rates, based in part on responses
indicated in the Cushman & Wakefield Investor Survey included in the Addenda.

Expense Recovery income

     All of the existing leases have provisions for expense pass throughs on a
triple net basis. The allowable expenses included in the expense recoveries for
leases include all items of expense except the management fee, leasing and
promotion expenses, capital replacements, tenant improvements, and leasing
commissions. However, most tenants have a 15 percent CAM surcharge to cover
management expense. The recovery income reflected in our cash flow analysis is
based on the terms of the existing tenant leases, plus triple net lease terms
with a 15 percent surcharge applied to all future contracts.

     Further, the two tenants under separate ownership, Pavilions and World
Savings, were modeled to contribute to CAM charges.

Percentage (Overage) Rent

     Percentage rent clauses are associated with only six tenants. We recognize
that retail sales levels may fluctuate. Further, a new sales basis or break
point may be established upon releasing space.

     While we were not provided with actual retail sales figures for the subject
tenants, we note that overage rent income was zero during the last seven months
of 1995, and was not budgeted for 1996. In the final analysis, we did not model
any percentage rent income.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent. Regarding collection loss specifically, we have applied a two
percent loss factor throughout the holding period primarily as a contingency for
potential collection problems and tenant defaults. This collection loss factor
is applied to rental income from all tenants.


================================================================================

                                      -31-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     The subject's market area has a current vacancy level of just three
percent. The subject project is currently four percent vacant. However, several
new developments are planned or currently under construction within the
immediate area.

     We have projected an approximate seven-month vacancy period at the
expiration of every five-year lease, weighted for a 60 percent renewal
probability. This conclusion equates to an approximate six percent vacancy and
collection loss factor.

     The resulting physical (rollover/turnover) occupancy level for the property
within the cash flow is approximately 94 percent, and considers increased
competition from new developments over the projected holding period.

Operating and Fixed Expenses

     On the facing page is our Summary of Income and Expenses for the subject
property. We based our estimated operating expenses on a review of the 1994 and
1995 actual itemized expenses for the subject property. In addition, we were
provided with the property's 1996 budget. Finally, this data was compared with
known operating statements of similar projects.

     Total operating expenses were $5.95 per square foot in 1994, and $5.74 per
square foot during 1995. The 1996 budgeted amount is projected to be slightly
lower at $5.42 per square foot.

     As illustrated in the preceding chart, those expenses considered to trend
in a reasonable manner over the period for which we have historical data include
insurance, utilities, common area maintenance and administrative. Our Year One
projections for these items can be found in preceding chart. The other expense
categories that were not as consistent from year to year have been examined more
thoroughly in the following paragraphs. Of the above mentioned expense
categories, the expenses are grown at three and one-half percent annually.

Operating Expenses

     Real Estate Taxes

     We estimated real estate taxes at $110,000, or $1.75 per square foot of
     building area. Per California's Proposition 13, we multiplied the indicated
     value in the Income Approach by the subject's current tax rate. This amount
     differs slightly from that included in the Real Property Taxes and
     Assessments section, due to the circular nature of calculating taxes.

     Management -- Based upon discussions with Cushman & Wakefield's Asset
     Services staff, this expense typically includes management, bookkeeping,
     and general accounting costs associated with the operation of the property.
     The operating statements we were provided indicate a management fee of 5.0
     percent of effective gross income has historically been charged. Based on
     the management fees for


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                                      -32-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     similar buildings, we consider a management fee of 4.5 percent of effective
     gross income to be appropriate.

Other Expenses:

     Other operating expenses include Tenant Improvements and Leasing
Commissions. The probability of incurring future leasing commissions and tenant
alterations is based on a 60 percent probability of renewal, and a 40 percent
probability of turnover.

     Tenant Improvements -- We have factored a $2.00 per square foot allowance
     for new tenants, and an allowance of zero is projected for tenant renewals.
     The weighted, average finish-out allowance for all tenants is therefore
     equal to $0.80 per square foot.

     Tenant improvement costs are projected to increase at a rate of 3.5 percent
     per year through the projection period.

     Leasing Commissions -- For the period under analysis, leasing commissions
     for all new leases are estimated to be 5.0 percent. Renewal commissions are
     projected at 2.5 percent.

     As a result of these projections, the weighted average commission applied
     to all expiring space is equal to 3.5 percent.

     Capital Replacements/Reserves -- Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Based on the
     expense behavior of other comparable properties and the age of the subject
     property, we have estimated capital replacements/reserves at $0.10 per
     rentable square foot, increasing by 3.5 percent per year throughout our
     analysis.

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for fiscal 1997 equates to $350,679 ($5.57 per square foot of rentable
area), excluding the capital replacements, tenant improvements and the leasing
commissions. Our total projected expenses appear reasonable when compared to the
historical experience and the 1996 budgeted amount.

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Plus+ computer program. The program has the flexibility to allow for a
tenant by tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. Our eleven-year discounted cash flow analysis can be found on the
following page.


================================================================================

                                      -33-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                        NORTH RANCH PLAZA, THOUSAND OAKS
                            PROJECT DESIGNATOR: NORT
                             ANNUAL CASH FLOW REPORT

                          BEGINNING 8/1/96 FOR 11 YEARS

<TABLE>
<CAPTION>
                                            FY1997          FY1998          FY1999          FY2000          FY2001          FY2002
<S>                                        <C>             <C>             <C>             <C>             <C>            <C>      
{ILLEGIBLE] MUM RENT:
{ILLEGIBLE] RENTS                          1,252,176       1,341,438       1,391,451       1,436,084       1,484,678      1,497,021
{ILLEGIBLE] VACANCY                          (10,873)        (27,874)        (30,780)        (32,985)        (18,024)      (118,371)
                                          ----------      ----------      ----------      ----------      ----------     ----------
{ILLEGIBLE] MINIMUM RENT                   1,241,303       1,313,564      1,3600,671       1,403,099       1,466,654      1,378,650

{ILLEGIBLE] VERIES:
{ILLEGIBLE] VERIES                           251,203         260,162         267,905         277,544         287,933        275,997
                                          ----------      ----------      ----------      ----------      ----------     ----------
{ILLEGIBLE] RECOVERIES                       251,203         260,162         267,905         277,544         287,933        275,997
                                          ----------      ----------      ----------      ----------      ----------     ----------
{ILLEGIBLE] RENTAL
{ILLEGIBLE] OME                            1,492,506       1,573,726       1,628,576       1,680,643       1,754,587      1,654,647
{ILLEGIBLE] LOSS                             (28,661)        (30,243)        (31,297)        (32,294)        (33,727)       (31,680)
                                          ----------      ----------      ----------      ----------      ----------     ----------
{ILLEGIBLE] INCOME                         1,463,845       1,543,483       1,597,279       1,648,349       1,720,860      1,622,967

{ILLEGIBLE] EXPENSES
{ILLEGIBLE] REAL ESTATE TAXES                111,283         113,509         115,779         118,095         120,457        122,866
{ILLEGIBLE] ANCE                              32,134          33,259          34,423          35,627          36,874         38,165
{ILLEGIBLE] AREA MAINT.                       57,841          59,866          61,961          64,129          66,374         68,697
{ILLEGIBLE] ADMINISTRATIVE                    32,134          33,259          34,423          35,627          36,874         38,165
{ILLEGIBLE] ITIES                             51,414          53,214          55,076          57,004          58,999         61,064
{ILLEGIBLE] MANAGEMENT FEE                    65,873          69,457          71,877          74,176          77,439         73,033
                                          ----------      ----------      ----------      ----------      ----------     ----------
{ILLEGIBLE] TOTAL EXPENSES                   350,679         362,564         373,539         384,658         397,017        401,990
                                          ----------      ----------      ----------      ----------      ----------     ----------
{ILLEGIBLE] OPERATING
{ILLEGIBLE] INCOME                         1,113,166       1,180,919       1,223,740       1,263,691       1,323,843      1,220,977

{ILLEGIBLE] RATIONS                           22,141           6,063           6,149           5,013           3,251         14,455
{ILLEGIBLE] ISSIONS                           19,040          21,111          23,107          24,712          13,532         59,342
{ILLEGIBLE] VES                                6,298           6,519           6,747           6,983           7,227          7,480
                                          ----------      ----------      ----------      ----------      ----------     ----------
{ILLEGIBLE] FLOW                           1,065,687       1,147,226       1,187,737       1,226,983       1,299,833      1,139,700
</TABLE>


<TABLE>
<CAPTION>
                                             FY2003          FY2004          FY2005          FY2006          FY2007
<S>                                        <C>             <C>             <C>             <C>             <C>      
{ILLEGIBLE] MUM RENT:
{ILLEGIBLE] RENTS                          1,484,321       1,545,029       1,639,350       1,695,020       1,748,589
{ILLEGIBLE] VACANCY                          (66,882)       (114,607)        (57,476)         (7,136)       (100,366)
                                          ----------      ----------      ----------      ----------      ----------
{ILLEGIBLE] MINIMUM RENT                   1,417,439       1,430,422       1,581,874       1,687,884       1,648,223
            
{ILLEGIBLE] VERIES:
{ILLEGIBLE] 
            VERIES                           293,561         296,937         316,645         335,972         325,384
{ILLEGIBLE]                               ----------      ----------      ----------      ----------      ----------
            RECOVERIES                       293,561         296,937         316,645         335,972         325,384
{ILLEGIBLE]                               ----------      ----------      ----------      ----------      ----------
{ILLEGIBLE] RENTAL
{ILLEGIBLE] OME                            1,711,000       1,727,359       1,898,519       2,023,856       1,973,607
            LOSS                             (32,758)        (33,034)        (36,404)        (38,856)        (37,794)
{ILLEGIBLE]                               ----------      ----------      ----------      ----------      ----------
            INCOME                         1,678,242       1,694,325       1,862,115       1,985,000       1,935,813
{ILLEGIBLE] 
{ILLEGIBLE] EXPENSES
{ILLEGIBLE] REAL ESTATE TAXES                125,323         127,830         130,386         132,994         135,654
{ILLEGIBLE] ANCE                              39,501          40,883          42,314          43,795          45,328
{ILLEGIBLE] AREA MAINT.                       71,101          73,590          76,166          78,831          81,591
{ILLEGIBLE] ADMINISTRATIVE                    39,501          40,883          42,314          43,795          45,328
{ILLEGIBLE] ITIES                             63,201          65,413          67,703          70,072          72,525
            MANAGEMENT FEE                    75,521          76,245          83,795          89,325          87,112
{ILLEGIBLE]                               ----------      ----------      ----------      ----------      ----------
            TOTAL EXPENSES                   414,148         424,844         442,678         458,812         467,538
{ILLEGIBLE]                               ----------      ----------      ----------      ----------      ----------
{ILLEGIBLE] OPERATING
            INCOME                         1,264,094       1,269,481       1,419,437       1,526,188       1,468,275
{ILLEGIBLE] RATIONS                           17,947           9,257          17,934           1,184          16,496
{ILLEGIBLE] ISSIONS                           75,284          42,339          84,789           4,928          67,580
{ILLEGIBLE] VES                                7,742           8,013           8,294           8,584           8,884
                                          ----------      ----------      ----------      ----------      ----------
{ILLEGIBLE] FLOW                           1,163,12l       1,209,872       1,308,420       1,511,492       1,375,315
</TABLE>


================================================================================
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh years estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.

================================================================================
                         Summary of Capitalization Rates
================================================================================
                Sale                                 Capitalization
                 No.                                      Rate
================================================================================
                 1-1                                      9.8%

                 1-2                                      N/A

                 1-3                                      9.3%

                 1-4                                      N/A

                 1-5                                     11.0%

                 1-6                                     12.4%
================================================================================


     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including possible changes in market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys. This survey indicates a range
of terminal capitalization rates from 9.0 to 11.5 percent, with most falling
between 9.6 and 10.3 percent.

     We considered the survey results and compared the subject property to the
comparables included in the Sales Comparison Approach. Considering the subject's
smaller, non-credit tenants and future competitive supply, we are of the opinion
that, given a 10.25 percent going-in rate, a 10.75 percent terminal
capitalization rate is appropriate to apply to the subjects projected net
operating income in the eleventh year. This results in an estimated terminal
value (or sales price) for the property at the end of the tenth year of
$13,658,372 ($1,468,275/.1075).

     From this projected sales price, the estimated costs of sale for such items
as real estate commissions, closing costs, legal fees, as well as others, must
be deducted. We have estimated these costs to be three percent, and the net
sales price in the tenth year is $13,248,621 ($13,658,372 - $409,751 =
$13,248,621).

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.


================================================================================

                                      -34-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================
                 CUSHMAN & WAKEFIELD (R) VALUATION ADVISORY SERVICES
                WINTER 1995 NATIONAL INVESTOR SURVEY FOR RETAIL,
                       COMMUNITY AND NEIGHBORHOOD CENTERS
================================================================================
                                                       INCOME         EXPENSE
        GOING IN       TERMINAL          IRR           GROWTH         GROWTH
       LOW    HIGH    LOW    HIGH     LOW    HIGH    LOW   HIGH     LOW    HIGH
       -------------------------------------------------------------------------
Range  8.5%   11.0%   9.0%   11.5%   10.0%   14.0%   0.0%   4.0%    3.0%   4.5%
- --------------------------------------------------------------------------------
Mean   9.2%    9.8%   9.6%   10.3%   11.7%   12.4%   3.0%   3.6%    3.6%   3.7%
================================================================================


     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality office building properties
in the United States. The entire survey is included in the Addenda to this
report.

     The investors internal rates of return cited above range from 10.0 to 14.0
percent, with most between 11.7 and 12.4 percent. We have selected a 12.5
percent discount rate for the subject property.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart

     The discounted cash flow analysis can be found on the following page.


================================================================================

                                      -35-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

         PURCHASE/SALE YIELD TABLE FOR NORTH RANCH PLAZA, THOUSAND OAKS
            Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2006)

                             Sale Price(000's)/Terminal Cap

              13,895        13,564        13,249        12,948     12,660
     IRR       10.25         10.50         10.75         11.00      11.25
- --------------------------------------------------------------------------------
    11.50     11,605        11,493        11,387        11,286     11,189
                9.59          9.69          9.78          9.86       9.95
    12.00     11,253        11,147        11,045        10,948     10,856
                9.89          9.99         10.08         10.17      10.25
    12.50     10,917        10,815        10,718        10,625     10,536
               10.20         10.29         10.39         10.48      10.57
    13.00     10,594        10,496        10,403        10,315     10,230
               10.51         10.61         10.70         10.79      10.88
    13.50     10,284        10,191        10,102        10,017      9,936
               10.82         10.92         11.02         11.11      11.20


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

Conclusion Via the Income Approach

     The resulting value estimate is $10,700,000, or $169.89 per rentable square
foot, which equates to a 10.4 percent going-in capitalization rate.


================================================================================

                                      -36-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

          Sales Comparison Approach                      $10,100,000
          Income Approach                                $10,700,000


     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than the cost to buy a comparable substitute property. In this approach, the
subject property was compared with six shopping center sales. We analyzed the
sales using the sales price per square foot and net income per square foot
methods. Although various dissimilarities between the sales and the subject were
noted, the general analysis is believed to provide reasonable support for our
value conclusion. As such, the Sales Comparison Approach is afforded appropriate
weight in the final conclusion.

     The Income Approach is based upon investor expectations of the income
stream generated by an income producing property. After estimating gross income
and the absorption of vacant space, deductions were made for vacancy and
collection losses, and variable, fixed and other expenses. The resulting net
operating income was then converted into an indication of value by means of a
discounted cash flow model.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject, since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, as supported by the Sales Comparison Approach, we have formed an
opinion that the market value of the leased fee estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 27, 1996, was:

                    TEN MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $10,500,000


================================================================================

                                      -37-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Reconciliation and Final Estimate of Value
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time is subsequent to
the effective date of the appraisal, and exposure time is presumed to precede
the effective date of appraisal.

     The estimate of marketing time uses some of the same data analyzed in the
process of estimating the reasonable exposure time and is not intended to be a
prediction of a date of sale.

     Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with
local brokers and buyer/sellers of office projects like the subject, as well as
our assessment of the local real estate market and economic forces in general,
we have concluded that the probable marketing period for the subject property in
today's environment would approximate six to nine months.


================================================================================

                                      -38-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1)   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2)   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for
     the accuracy or completeness of such information, including the correctness
     of estimates, opinions, dimensions, sketches, exhibits and factual matters.

3)   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4)   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5)   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

6)   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and


================================================================================

                                      -39-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Assumptions and Limiting Conditions
================================================================================

     considered in the Appraisal; and (d) all required licenses, certificates of
     occupancy and other governmental consents have been or can be obtained and
     renewed for any use on which the value estimate contained in the Appraisal
     is based.

7)   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8)   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9)   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10)  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11)  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.


================================================================================

                                      -40-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

     1)   Craig D. Tilson, MAI has inspected the property.

     2)   The statements of fact contained in this report are true and correct.

     3)   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4)   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8)   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9)   As of the date of this report, Craig D. Tilson, MAI, has completed the
          requirements of the continuing education program of the Appraisal
          Institute.


/s/  Craig D. Tilson
     ----------------------------
     Craig D. Tilson, MAI
     Associate Director
     Valuation Advisory Services
     Certification No. AGO03733


================================================================================

                                      -41-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    ADDENDA
================================================================================





================================================================================

                                      -42-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                        NORTH RANCH PLAZA, THOUSAND OAKS
                            PROJECT DESIGNATOR: NORT
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
<TABLE>
<CAPTION>

                               PRIMARY/                                                                 ANNUAL    
                              SECONDARY  SQUARE     LEASE     LEASE   OPTION            MINIMUM        MINIMUM    
     TENANT                     CODES     FEET      BEGIN      END    #/MOS             RENT/SF          RENT     
     ------                   ---------  ------     -----     -----   ------        ----------------     ----     

<S>                              <C>      <C>        <C>      <C>       <C>         <C>        <C>      <C>      
[ILLEGIBLE] SUITE Al             --       5,219      1/94     12/03     --                      5.35     27,922   
[ILLEGIBLE] ovo                  --                                                  1/97      16.80     87,679
                                                                                     1/98      17.40     90,811
                                                                                     1/99      18.24     95,195
                                                                                     1/00      19.20    100,205
                                                                                     1/01      20.16    105,215
                                                                                     1/02      21.12    110,225
                                                                                     1/03      22.20    115,862

[ILLEGIBLE] SUITE A2             --       1,526      6/93      5/03     --                     18.00     27,468   
[ILLEGIBLE] RAME IT              --                                                  6/98      18.72     28,567
                                                                                     6/99      19.44     29,665
                                                                                     6/00      20.28     30,947
                                                                                     6/01      21.00     32,046
                                                                                     6/02      21.84     33,328

[ILLEGIBLE] SUITE A3             --       1,028      9/93      8/98     --                     17.40     17,887   
[ILLEGIBLE] STORE                --                                                                               

[ILLEGIBLE] SUITE A4             --       1,023      3/94      2/99     --                     14.40     14,731   
[ILLEGIBLE] E FARM INSURAN       --                                                  3/97      15.60     15,959
                                                                         3/98      16.80     17,186

[ILLEGIBLE] SUITE A5             --       1,512      4/93      3/99     --                     19.20     29,030   
[ILLEGIBLE] NIE T. KENT          --

[ILLEGIBLE] SUITE A6             --       5,777      8/94     11/97     --                     13.71     79,203   
[ILLEGIBLE] MAXIMILIAN           --                                                 11/96      15.79     91,219   

[ILLEGIBLE] SUITE A8             --       1,066      2/92     12/98     --                     17.02     18,143   
[ILLEGIBLE] AL CLUB              --                                                  1/97      17.62    18,778
                                                                                     1/98      18.23    19,436

[ILLEGIBLE] SUITE A9             --       1,066      9/91     11/96     --                     28.06     29,912   
[ILLEGIBLE]    FOR ONE PHOTO     --

[ILLEGIBLE ]SUITE A10            --       1,086     12/94      4/05     --                     15.00     16,290   
[ILLEGIBLE]   JIAN               --                                                 12/00      18.00     19,548

[ILLEGIBLE] SUITE A11            --       1,086     12/96     11/01     --                     14.40     15,638   
                                 --                                                 12/97      14.90     16,186
                                                                                    12/98      15.43     16,752
                                                                                    12/99      15.97     17,339
                                                                                    12/00      16.52     17,945
</TABLE>
<TABLE>
<CAPTION>
                                                   BREAK-
                              OVERAGE    CEILING    POINT                      PRO RATA      % OF RENT
     TENANT                      X       (000's)   (000's)     RECOVERIES      SHARE BASE    SUBJ TO CPI
     ------                   -------    -------   -------     ----------      ----------    -----------
<S>                             <C>        <C>        <C>    <C>                  <C>         
[ILLEGIBLE] SUITE Al            --         --         --     RECOVERIES + 15%     ZERO
[ILLEGIBLE] ovo                 
                                
                                
                                
                                
                                
                                
            
[ILLEGIBLE] SUITE A2            --         --         --     RECOVERIES + 15%     ZERO
[ILLEGIBLE] RAME IT             
                                
                                
                                
                                
            
[ILLEGIBLE] SUITE A3            --         --         --     RECOVERIES + 15%     ZERO
[ILLEGIBLE] STORE                                   
            
[ILLEGIBLE] SUITE A4            --         --         --     RECOVERIES + 15%     ZERO
[ILLEGIBLE] E FARM INSURAN      
                                
            
[ILLEGIBLE] SUITE A5            --         --         --     RECOVERIES + 15%     ZERO
[ILLEGIBLE]    NIE T. KENT                          
            
[ILLEGIBLE] SUITE A6            --         --         --     RECOVERIES + 5%      ZERO
[ILLEGIBLE]    MAXIMILIAN                           
            
[ILLEGIBLE] SUITE A8            --         --         --     RECOVERIES + 15%     ZERO
[ILLEGIBLE]    AL CLUB          
                                
            
[ILLEGIBLE] SUITE A9            --         --         --     RECOVERIES + 15%     ZERO
[ILLEGIBLE]    FOR ONE PHOTO    
            
[ILLEGIBLE ]SUITE A10           --         --         --     RECOVERIES + i5%     ZERO
[ILLEGIBLE]   JIAN              
            
[ILLEGIBLE] SUITE A11           --         --         --     RECOVERIES + i5%     ZERO
</TABLE>


================================================================================
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 2
<TABLE>
<CAPTION>
                               PRIMARY/                                                                 ANNUAL    
                              SECONDARY  SQUARE     LEASE     LEASE   OPTION            MINIMUM        MINIMUM    
     TENANT                     CODES     FEET      BEGIN      END    #/MOS             RENT/SF          RENT     
     ------                   ---------  ------     -----     -----   ------        ----------------     ----     

<S>                              <C>      <C>       <C>       <C>       <C>         <C>   <C>           <C>       
SUITE B1                         --           1      7/91      6/21     --                 %59300.00     59,300   
PAVILIONS                        --                                                  7/97  %61375.50     61,375
                                                                                     7/98  %63523.64     63,524
                                                                                     7/99  %65746.96     65,747
                                                                                     7/00  %68048.10     68,048
                                                                                     7/01  %70429.78     70,430
                                                                                     7/02  %72894.82     72,895
                                                                                     7/03  %75446.13     75,446
                                                                                     7/04  %78086.74     78,087
                                                                                     7/05  %80819.77     80,820
                                                                                     7/06  %83648.46     83,648
                                                                                     7/07  %86576.16     86,576
                                                                                     7/08  %89606.32     89,606
                                                                                     7/09  %92742.54     92,743
                                                                                     7/10  %95988.52     95,989
                                                                                     7/11  %99348.12     99,348
                                                                                     7/12 %102825.30    102,825
                                                                                     7/13 %106424.18    106,424
                                                                                     7/14 %110149.02    110,149
                                                                                     7/15 %114004.23    114,004
                                                                                     7/16 %117994.38    117,994
                                                                                     7/17 %122124.17    122,124
                                                                                     7/18 %126398.52    126,399
                                                                                     7/19 %130822.46    130,822
                                                                                     7/20 %135401.25    135,401

SUITE Cl                         --       3,040      9/96      8/01     --                     12.00     36,480   
R POST                           --                                                  9/97      12.60     38,304
                                                                                     9/98      13.20     40,128
                                                                                     9/99      13.80     41,952
                                                                                     9/00      14.40     43,776

SUITE C2                         --       3,740      3/92      8/02     --                     19.47     72,818   
L WAVE C2                        --                                                  3/97      20.25     75,735
                                                                                     3/98      21.06     78,764
                                                                                     3/99      21.90     81,906
                                                                                     3/00      22.78     85,197
                                                                                     3/01      23.69     88,601
                                                                                     3/02      24.64     92,154

SUITE Dl                         --       2,338      3/94      2/99     --                     13.20     30,862   
A,910%&RATE                      -- 
</TABLE>

<TABLE>
<CAPTION>
                                                   BREAK-
                              OVERAGE    CEILING    POINT                      PRO RATA      % OF RENT
     TENANT                      X       (000's)   (000's)     RECOVERIES      SHARE BASE    SUBJ TO CPI
     ------                   -------    -------   -------     ----------      ----------    -----------

<S>                             <C>        <C>        <C>    <C>                  <C>
SUITE B1                        --         --         --     NONE
PAVILIONS                     
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              

SUITE Cl                        --         --         --     RECOVERIES 15%       ZERO
R POST                        
                              
                              
                              

SUITE C2                        --         --         --     RECOVERIES + 15%     ZERO
L WAVE C2                     
                              
                              
                              
                              
                              

SUITE Dl                        --         --         --     RECOVERIES + 15%     ZERO
A,910%&RATE                   
</TABLE>


================================================================================
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 3
<TABLE>
<CAPTION>
                               PRIMARY/                                                                 ANNUAL    
                              SECONDARY  SQUARE     LEASE     LEASE   OPTION            MINIMUM        MINIMUM    
     TENANT                     CODES     FEET      BEGIN      END    #/MOS             RENT/SF          RENT     
     ------                   ---------  ------     -----     -----   ------        ----------------     ----     
<S>                              <C>      <C>       <C>       <C>       <C>         <C>        <C>       <C>      
SUITE D2                         --       1,566      1/92      1/02     --                     30.10     47,137   
HOUSE CLEANERS                   --                                                  2/97      31.15     48,786
                                                                                     2/98      32.24     50,494
                                                                                     2/99      33.37     52,261
                                                                                     2/00      34.54     54,090
                                                                                     2/01      35.75     55,983

SUITE D3                         --       1,353      4/97      3/02     --                     18.36     24,841   
NT                               --                                                  4/98      19.00     25,711
                                                                                     4/99      19.67     26,610
                                                                                     4/00      20.36     27,542
                                                                                     4/01      21.07     28,506

SUITE D4                         --       1,343      7/96      7/97     --                     18.00     24,174   
NDIPITY                          --

SUITE D5                         --       1,315     11/91     10/01     --                     19.16     25,195   
IN ROBBINS                       --                                                 11/96      19.32     25,406
                                                                                    11/97      20.28     26,668
                                                                                    11/98      21.24     27,931

SUITE D6                         --       1,310     11/91      2/97     --                     24.66     32,305   
IN A MILLION                     --

SUITE D7                         --       1,346      7/96      6/02     --                     18.60     25,036   
ATTI                             --

SUITE D8                         --       2,090      1/92     12/99     --                     21.15     44,204   
EIS                              --

SUITE D10                        --       3,422      3/92      3/01     --                     19.20     65,702   
HAIR DESIGN                      --

SUITE D11                        --       1,746      1/92     12/01     --                     28.08     49,028   
RANCH                            --                                                  1/97      29.06     50,744
                                                                                     1/98      30.08     52,520
                                                                                     1/99      31.13     54,358
                                                                                     1/00      32.22     56,260
                                                                                     1/01      33.35     58,229

SUITE D12                        --       3,630     12/91     11/01     --                     22.96     83,345   
PIZZA                            --                                                 12/97      24.80     90,024
                                                                                    12/00      26.78     97,211   
</TABLE>


<TABLE>
<CAPTION>
                                                   BREAK-
                              OVERAGE    CEILING    POINT                      PRO RATA      % OF RENT
     TENANT                      X       (000's)   (000's)     RECOVERIES      SHARE BASE    SUBJ TO CPI
     ------                   -------    -------   -------     ----------      ----------    -----------
<S>                             <C>        <C>        <C>    <C>                  <C>
SUITE D2                        --         --         --     RECOVERIES + 15%     ZERO
HOUSE CLEANERS                
                              
                              
                              
                              

SUITE D3                        --         --         --     RECOVERIES + 15%     ZERO
NT                            
                              
                              
                              

SUITE D4                        --         --         --     RECOVERIES + 15%     ZERO
NDIPITY                       

SUITE D5                        --         --         --     RECOVERIES + 15%     ZERO
IN ROBBINS                    
                              
                              

SUITE D6                        --         --         --     RECOVERIES + 10%     ZERO
IN A MILLION                  

SUITE D7                        --         --         --     RECOVERIES + 15%     ZERO
ATTI                          

SUITE D8                        --         --         --     RECOVERIES + 10%     ZERO
EIS                           

SUITE D10                       --         --         --     RECOVERIES + 15%     ZERO
HAIR DESIGN                   

SUITE D11                       --         --         --     RECOVERIES           ZERO
RANCH                         
                              
                              
                              
                              

SUITE D12                       --         --         --     RECOVERIES + 10%     ZERO
PIZZA                         
                              
</TABLE>


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 4
<TABLE>
<CAPTION>
                               PRIMARY/                                                                 ANNUAL    
                              SECONDARY  SQUARE     LEASE     LEASE   OPTION            MINIMUM        MINIMUM    
     TENANT                     CODES     FEET      BEGIN      END    #/MOS             RENT/SF          RENT     
     ------                   ---------  ------     -----     -----   ------        ----------------     ----     

<S>                              <C>     <C>        <C>       <C>       <C>         <C>    <C>          <C>       
SUITE El                         --       6,500      5/94      4/04     --                     18.12    117,780   
R TIME                           --                                                  5/97      19.56    127,140
                                                                                     5/98      20.40    132,600
                                                                                     5/99      21.12    137,280
                                                                                     5/00      22.08    143,520
                                                                                     5/01      22.92    148,980
                                                                                     5/02      23.88    155,220

SUITE Fl                         --       3,370     11/94     10/99     --                     22.26     75,016   
ENTIAL REALTY                    --                                                 11/98      22.80     76,836

SUITE F2                         --       4,484      5/92      4/02     --                     30.48    136,672   
OF AMERICA                       --                                                  5/97      34.29    153,756
                                                                                     5/98      38.58    172,993

SUITE GI                         --           1      8/96      7/16     --                   6500.00      6,500   
D SAVINGS                        --                                                  8/97    6727.50      6,728
                                                                                     8/98    6962.96      6,963
                                                                                     8/99    7206.67      7,207
                                                                                     8/00    7458.90      7,459
                                                                                     8/01    7719.96      7,720
                                                                                     8/02    7990.16      7,990
                                                                                     8/03    8269.81      8,270
                                                                                     8/04    8559.26      8,559
                                                                                     8/05    8858.83      8,859
                                                                                     8/06    9168.89      9,169
                                                                                     8/07    9489.80      9,490
                                                                                     8/08    9821.94      9,822
                                                                                     8/09  %10165.71     10,166
                                                                                     8/10  %10521.51     10,522
                                                                                     8/11  %10889.76     10,890
                                                                                     8/12  %11270.90     11,271
                                                                                     8/13  %11665.39     11,665
                                                                                     8/14  %12073.67     12,074
                                                                                     8/15  %12496.25     12,496   
                                         ------
                                         62,984
                                         ======
</TABLE>


<TABLE>
<CAPTION>
                                                   BREAK-
                              OVERAGE    CEILING    POINT                      PRO RATA      % OF RENT
     TENANT                      X       (000's)   (000's)     RECOVERIES      SHARE BASE    SUBJ TO CPI
     ------                   -------    -------   -------     ----------      ----------    -----------

<S>                             <C>        <C>        <C>    <C>                  <C>
SUITE El                        --         --         --     RECOVERIES + 15%     ZERO
R TIME                        
                              
                              
                              
                              
                              

SUITE Fl                        --         --         --     RECOVERIES + 10%     ZERO
ENTIAL REALTY                 

SUITE F2                        --         --         --     RECOVERIES + 10%     ZERO
OF AMERICA                    
                              

SUITE G1                        --         --         --     NONE
D SAVINGS                     
</TABLE>


================================================================================
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                        NORTH RANCH PLAZA, THOUSAND OAKS
                            PROJECT DESIGNATOR: NORT
                               TENANT AGING REPORT

                                                           Expiry
   #    Suite     Tenant Name                     Sq Feet    Date      Option(s)
   -    -----     -----------                     -------    ----      ---------
   8     A9       TWO FOR ONE PHOTO                1,066   Nov 1996
                                                  ------
                  1996 Total                       1,066

  19     D6       ONE IN A MILLION                 1,310   Feb 1997
  17     D4       SERENDIPITY                      1,343   Jul 1997
   6     A6       ST. MAXIMILIAN                   5,777   Nov 1997
                                                  ------
                  1997 Total                       8,430

   3     A3       VIDEO STORE                      1,028   Aug 1998
   7     A8       POSTAL CLUB                      1,066   Dec 1998
                                                  ------
                  1998 Total                       2,094

   4     A4       STATE FARM INSURAN               1,023   Feb 1999
  14     D1       LACOMBE KARATE                   2,338   Feb 1999
   5     A5       MELANIE T. KENT                  1,512   Mar 1999
  26     F1       PRUDENTIAL REALTY                3,370   Oct 1999
  21     D8       ILENE'S                          2,090   Dec 1999
                                                  ------
                  1999 Total                      10,333

  22     D10      JAMIES HAIR DESIGN               3,422   Mar 2001
  12     C1       PAPER POST                       3,040   Aug 2001
  18     D5       BASKIN ROBBINS                   1,315   Oct 2001
  24     D12      LAMPOST PIZZA                    3,630   Nov 2001
  10     All      VACANT                           1,086   Nov 2001
  23     D11      THAI RANCH                       1,746   Dec 2001
                                                  ------
                  2001 Total                      14,239

  15     D2       CLUBHOUSE CLEANERS               1,566   Jan 2002
  16     D3       VACANT                           1,353   Mar 2002
  27     F2       BANK OF AMERICA                  4,484   Apr 2002
  20     D7       TOY ATTIC                        1,346   Jun 2002
  13     C2       TIDAL WAVE C2                    3,740   Aug 2002
                                                  ------
                  2002 Total                      12,489

   2     A2       WE FRAME IT                      1,526   May 2003
   1     A1       RITROVO                          5,219   Dec 2003
                                                  ------
                  2003 Total                       6,745

  25     E1       TUTOR TIME                       6,500   Apr 2004
                                                  ------
                  2004 Total                       6,500

   9     A10      BALEJIAN                         1,086   Apr 2005
                                                  ------
                  2005 Total                       1,O86

  28     G1       WORLD SAVINGS                        1   Jul 2016
                                                  ------
                  2016 Total                           1

  11     Bl       VONS PAVILIONS                       1   Jun 2021
                                                  ------
                  2021 Total                           1
                                                  ------


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                        NORTH RANCH PLAZA, THOUSAND OAKS
                            PROJECT DESIGNATOR: NORT
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF NORTH RANCH PLAZA, THOUSAND OAKS BEGINNING 8/1996 FOR 15
YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

GLA
DESCRIBED AS GROSS LEASABLE AREA
1996 VALUE -     62,982
THEREAFTER - CONSTANT

TOCA
DESCRIBED AS TOTAL OCCUPIED AREA
1996 VALUE -     57,175
1997 VALUE -     61,323
1998 VALUE -     61,764
1999 VALUE -     60,938
2000 VALUE -     62,181
2001 VALUE -     60,756
2002 VALUE -     57,712
2003 VALUE -     60,961
2004 VALUE -     58,398
2005 VALUE -     61,348
2006 VALUE -     61,875
2007 VALUE -     57,440
2008 VALUE -     60,199
2009 VALUE -     58,313
2010 VALUE -     61,348
THEREAFTER - CONSTANT


GROWTH RATES
- ------------

RNTG
DESCRIBED AS MARKET RENTAL GROWTH RATE
1996 VALUE -       2.00
1997 VALUE -       3.50
THEREAFTER - CONSTANT

EXPG
DESCRIBED AS EXPENSE GROWTH RATE
1996 VALUE -       3.50
THEREAFTER - CONSTANT

TAXG
DESCRIBED AS REAL ESTATE TAX EXPENSE GROWTH RATE
1996 VALUE -       2.00
THEREAFTER - CONSTANT

CPIG
DESCRIBED AS CONSUMER PRICE INDEX (INFLATION) GROWTH RATE
1996 VALUE -       3.50
THEREAFTER - CONSTANT

NCOM
DESCRIBED AS NEW TENANT LEASING COMMISSIONS
1996 VALUE -       5.00
THEREAFTER - CONSTANT

RCOM


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 2

DESCRIBED AS RENEWAL TENANT LEASING COMMISSIONS
1996 VALUE -       2.50
THEREAFTER - CONSTANT

BCOM

DESCRIBED AS BLENDED (WEIGHTED AVERAGE) LEASING COMMISSIONS FOR SPEC. RENEWAL
+40.0% OF NCOM +60.0% OF RCOM


MARKET RATES
- ------------

ENDR
DESCRIBED AS END SPACE MARKET RENTAL RATE PER SF
1996 VALUE -      21.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

RETR
DESCRIBED AS RETAIL MARKET RENTAL RATE PSF
1996 VALUE -      18.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

PADR
DESCRIBED AS PAD SPACE MARKET RENTAL RATE PER SF
1996 VALUE -      24.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

LOWR
DESCRIBED AS LOW VISIBILITY SPACE MARKET RENT PER SF
1996 VALUE -      14.40
THEREAFTER - GROWING AT GROWTH RATE RNTG

INS
DESCRIBED AS ANNUAL INSURANCE EXPENSE PSF
1996 VALUE -       0.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

CAM
DESCRIBED AS ANNUAL COMMON AREA MAINTENANCE EXPENSE PSF
1996 VALUE -       0.90
THEREAFTER - GROWING AT GROWTH RATE EXPG

ADMN
DESCRIBED AS ANNUAL ADMINISTRATIVE EXPENSE PSF
1996 VALUE -       0.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

NTIR
DESCRIBED AS NEW TENANT IMPROVEMENT RATE
1996 VALUE -       2.00
THEREAFTER - GROWING AT GROWTH RATE CPIG

RTIR
DESCRIBED AS RENEWAL TENANT IMPROVEMENT RATE
ZERO

BTIR
DESCRIBED AS RENEWAL TENANT IMPROVEMENT RATE APPLIED TO SPECULATIVE RENEWALS
+40.0% OF NTIR +60.0% OF RTIR

RES
DESCRIBED AS ANNUAL CAPITAL RESERVES PSF
1996 VALUE -       0.10
THEREAFTER - GROWING AT GROWTH RATE CPIG

UTIL
DESCRIBED AS ANNUAL UTILITY EXPENSE PER SF
1996 VALUE -       0.80


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 3

THEREAFTER - GROWING AT GROWTH RATE EXPG

MISCELLANEOUS INCOMES
- ---------------------

NONE


EXPENSES
- --------

REAL ESTATE TAXES , REFERRED TO AS TAXE
DESCRIBED AS REAL ESTATE TAX EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -    110,000
THEREAFTER - GROWING AT GROWTH RATE TAXG

INSURANCE      , REFERRED TO AS INSE
DESCRIBED AS INSURANCE EXPENSE
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE INS MULTIPLIED BY AREA MEASURE GLA

COMMON AREA MAINT., REFERRED TO AS CAME
DESCRIBED AS COMMON AREA MAINTENANCE EXPENSE
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE CAM MULTIPLIED BY AREA MEASURE GLA

ADMINISTRATIVE    , REFERRED TO AS ADME
DESCRIBED AS ADMINISTRATIVE EXPENSE
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE ADMN MULTIPLIED BY AREA MEASURE GLA

RECOVERIES       , REFERRED TO AS RECI
DESCRIBED AS EXPENSE RECOVERY POOL FOR PASS-THROUGH PURPOSES ONLY
AN INFORMATIONAL EXPENSE
+100.0% OF TAXE+100.0% OF INSE
+100.0% OF CAME+100.0% OF UTLE

UTILITIES     , REFERRED TO AS UTLE
DESCRIBED AS UTILITIES
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE UTIL MULTIPLIED BY AREA MEASURE GLA

RECOVERIES + 10% , REFERRED TO AS R-10
AN INFORMATIONAL EXPENSE
+100.0% OF TAXE+100.0% OF INSE
+100.0% OF UTLE+110.0% OF CAME

RECOVERIES + 15%    , REFERRED To AS R-15
AN INFORMATIONAL EXPENSE
+100.0% OF TAXE+100.0% OF INSE
+100.0% OF UTLE+11S.0% OF CAME

RECOVERIES + 5% , REFERRED TO AS R-5%
AN INFORMATIONAL EXPENSE
+100.0% OF TAXE+100.0% OF INSE
+100.0% OF UTLE+105.0% OF CAME


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -       2.00
THEREAFTER - CONSTANT


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 4

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1996 VALUE -       4.50
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 5.000% OF TOTAL RENT

STANDARD METHOD #2 - 3.500% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

RESERVES


================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 5

MARKET RATE RES MULTIPLIED BY AREA MEASURE GLA


PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE


COST CENTERS
- -------------

    1 - RECOVERIES


SALES VOLUME PROFILE
- --------------------

         PERCENT OF    RELATIVE
 MONTH  ANNUAL SALES    VOLUME

  JAN       8.33%        1.00
  FEB       8.33%        1.00
  MAR       8.33%        1.00
  APR       8.33%        1.00
  MAY       8.33%        1.00
  JUN       8.33%        1.00
  JUL       8.33%        1.00
  AUG       8.33%        1.00
  SEP       8.33%        1.00
  OCT       8.33%        1.00
  NOV       8.33%        1.00
  DEC       8.33%        1.00
          ------        -----
TOTALS    100.00%       12.00


GLOBAL RECOVERIES
- -----------------

RECOVERIES REFERRED TO AS GNET
ASSIGNED TO COST CENTER 1 - RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE RECI
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RECOVERIES + 10% , REFERRED TO AS G10%
ASSIGNED TO COST CENTER 1 - RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE R-10
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RECOVERIES + 15% , REFERRED TO AS G15%
ASSIGNED TO COST CENTER 1 - RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE R-15
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 6

PRO RATA SHARE RECOVERY OF EXPENSE R-5%
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

NONE


TENANTS
- -------

THERE ARE A TOTAL OF 28 LEASEHOLD TENANT(S):
- ------------------------------------------------------------------

# 1 - SUITE A1      RITROVO
BASE LEASE DATES:   1/1994 TO 12/2003
TYPE OF TENANT:     OFFICE
SQUARE FOOTAGE:     5,219
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT   -    5.35/SF/YR
CHANGING TO    -   16.80/SF/YR ON  1/1997
CHANGING TO    -   17.40/SF/YR ON  1/1998
CHANGING TO    -   18.24/SF/YR ON  1/1999
CHANGING TO    -   19.20/SF/YR ON  1/2000
CHANGING TO    -   20.16/SF/YR ON  1/2001
CHANGING TO    -   21.12/SF/YR ON  1/2002
CHANGING TO    -   22.20/SF/YR ON  1/2003
            
RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT   SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
  1          5.00         3       NONE        NONE         YES           YES
  2          5.00         3       NONE        NONE         YES           YES


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 7

RENEWAL MINIMUM RENT:
MARKET RATE ENDR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:   GROWTH RATE ECOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 2 - SUITE A2          WE FRAME IT
BASE LEASE DATES:       6/1993 TO 5/2003
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           1,526
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT      18.00/SF/YR
CHANGING TO       18.72/SF/YR ON 6/1998
CHANGING TO       19.44/SF/YR ON 6/1999
CHANGING TO       20.28/SF/YR ON 6/2000
CHANGING TO       21.00/SF/YR ON 6/2001
CHANGING TO       21.84/SF/YR ON 6/2002

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT   SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIWM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 3 - SUITE A3        VIDEO STORE
BASE LEASE DATES:     9/1993 TO 8/1998
TYPE OF TENANT:       OFFICE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 8

SQUARE FOOTAGE:       1,028
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -        17.40/SF/YR

RECOVERIES:

GL0BAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 7           5.00         3       NONE       NONE          YES           YES
 2           5.00         3       NONE       NONE          YES           YES
 3           5.00         3       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG   PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 4 - SUITE A          STATE FARM INSURAN
BASE LEASE DATES:      3/1994 TO 2/1999
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        1,023
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    14.40/SF/YR
CHANGING TO -     15.60/SF/YR ON 3/1997
CHANGING TO -     16.80/SF/YR ON 3/1998

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT   SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE       NONE          YES           YES
 2           5.00         3       NONE       NONE          YES           YES


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 9

             5.00         3       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE LOWR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS: GROWTH RATE BCOM
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE BTIR
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 5 - SUITE A5           MELANIE T. KENT
BASE LEASE DATES:        4/1993 To 3/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          1,512
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    4.80/SF/YR
CHANGING TO -    19.20/SF/YR ON 4/1996

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00          3      NONE        NONE         YES           YES
 2           5.00          3      NONE        NONE         YES           YES
 3           5.00          3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:     GROWTH RATE BCOM
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE BTIR
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 6 - SUITE A6           ST. MAXIMILIAN
BASE LEASE DATES:        8/1994 TO 11/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          5,777


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 10

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  13.71/SF/YR
CHANGING TO  -  15.79/SF/YR ON 11/1996

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G-5%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1          5.00          3       NONE       NONE          YES           YES
 2          5.00          3       NONE       NONE          YES           YES
 3          5.00          3       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE LOWR MULTIPLIED By 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 7 - SUITE A8         POSTAL CLUB
BASE LEASE DATES:      2/1992 TO 12/1998
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        1,066
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -  17.02/SF/YR
THEREAFTER -  GROWING AT GROWTH RATE CPIG

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES
 3           5.00         3       NONE        NONE         YES           YES


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 11

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM
RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS: GROWTH RATE BCOM
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE BTIR
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 8 - SUITE A9         TWO FOR ONE PHOTO
BASE LEASE DATES:      9/1991 TO 11/1996
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        1,066
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -   28.06/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00          3      NONE        NONE         YES           YES
 2           5.00          3      NONE        NONE         YES           YES
 3           5.00          3      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 9 - SUITE A10        BALEJIAN
BASE LEASE DATES:      12/1994 TO 4/2005
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        1,086
SUBJECT TO VACANCY ALLOWANCE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                         PAGE 12

MINIMUM RENT:
INITIAL RENT - 15.00/SF/YR
CHANGING TO  - 18.00/SF/YR ON 12/2000

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF  
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED By 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 10 - SUITE All      VACANT
BASE LEASE DATES:     12/1996 TO 11/2001
TYPE OF TENANT:       OFFICE
SQUARE FOOTAGE:       1,086
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE - MARKET RATE LOWR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: GROWTH RATE NCOM
PAYOUT:      CASHED OUT

ALTERATIONS:  MARKET RATE NTIR
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 13

MARKET RATE LOWR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:    GROWTH RATE BCOM
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 11 - SUITE #1         VONS PAVILIONS
BASE LEASE DATES:       7/1991 TO 6/2021
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         1
NOT SUBJECT TO VACANCY  ALLOWANCE

MINIMUM RENT:
1997 VALUE - %59300.00/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

- -------------------------------------------------------------------------------

# 12 - SUITE C1         PAPER POST
BASE LEASE DATES:       9/1996 TO 8/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         3,040
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       12.00/SF/YR
CHANGING TO        12.60/SF/YR ON 9/1997  (12 MONTHS)
CHANGING TO        13.20/SF/YR ON 9/1998  (24 MONTHS)
CHANGING TO        13.80/SF/YR ON 9/1999  (36 MONTHS)
CHANGING TO        14.40/SF/YR ON 9/2000  (48 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS:    5.00/SF
PAYOUT :        CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE       NONE          YES           YES
 2           5.00         3       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 14

MARKET RATE LOWR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 13 - SUITE C2        TIDAL WAVE C2
BASE LEASE DATES:      3/1992 TO 8/2002
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        3,740
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT-    19.47/SF/YR
CHANGING TO -    20.25/SF/YR ON 3/1997
CHANGING TO -    21.06/SF/YR ON 3/1998
CHANGING TO -    21.90/SF/YR ON 3/1999
CHANGING TO -    22.78/SF/YR ON 3/2000
CHANGING TO -    23.69/SF/YR ON 3/2001
CHANGING TO -    24.64/SF/YR ON 3/2002

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 14 - SUITE D1         LACOMBE KARATE
BASE LEASE DATES:       3/1994 TO 2/1999
TYPE OF TENANT:         OFFICE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 15

SQUARE FOOTAGE:          2,338
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    13.20/SF/YR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE       NONE          YES           YES
 2           5.00         3       NONE       NONE          YES           YES
 3           5.00         3       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE LOWR MULTIPLIED BY   1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 15 - SUITE D2         CLUBHOUSE CLEANERS
BASE LEASE DATES:       1/1992 TO 1/2002
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         1,566
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE - 30.10/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE       NONE          YES           YES
 2           5.00         3       NONE       NONE          YES           YES


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 16

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED By 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 16 - SUITE D3         VACANT
BASE LEASE DATES:       4/1997 TO 3/2002
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         1,353
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARKET RATE RETR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: GROWTH RATE NCOM
PAYOUT:      CASHED OUT

ALTERATIONS:   MARKET RATE NTIR
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:    GROWTH RATE BCOM
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 17 - SUITE D4          SERENDIPITY
BASE LEASE DATES:        7/1996 TO 7/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          1,343
SUBJECT TO VACANCY ALLOWANCE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 17

MINIMUM RENT:
1997 VALUE -   18.00/SF/YR
THEREAFTER -   GROWING AT GROWTH RATE CPIG

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES
 3           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:    GROWTH RATE BCOM
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 18 - SUITE D5         BASKIN ROBBINS
BASE LEASE DATES:       11/1991 TO 10/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         1,315
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  19.16/SF/YR
CHANGING TO  -  19.32/SF/YR ON 11/1996
CHANGING TO  -  20.28/SF/YR ON 11/1997
CHANGING T0  -  21.24/SF/YR ON 11/1998

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE
SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 18

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS: GROWTH RATE BCOM
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE BTIR
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 19 - SUITE D6          ONE IN A MILLION
BASE LEASE DATES:        11/1991 TO 2/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          1,310
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE - 24.66/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G10%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00          3      NONE        NONE        YES           YES
 2           5.00          3      NONE        NONE        YES           YES
 3           5.00          3      NONE        NONE        YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED By 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:     GROWTH RATE BCOM
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE BTIR
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 20 - SUITE D7          TOY ATTIC
BASE LEASE DATES:        7/1996 TO 6/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          1,346
SUBJECT TO VACANCY ALLOWANCE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                         PAGE 19

MINIMUM RENT:
INITIAL RENT -  18.60/SF/YR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF    
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 21 - SUITE D8         ILENE'S
BASE LEASE DATES:       1/1992 TO 12/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         2,090
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   21.15/SF/YR

RECOVERIES:

GLOBAL GROUPING
GL08AL RECOVERY G10%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES
 3           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 20

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS: GROWTH RATE BCOM
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE BTIR
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 22 - SUITE D10       JAMIES HAIR DESIGN
BASE LEASE DATES:      3/1992 TO 3/2001
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        3,422
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   19.20/SF/YR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE       NONE          YES           YES
 2           5.00         3       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED By 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 23 - SUITE D11        THAI RANCH
BASE LEASE DATES:       1/1992 TO 12/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         1,746
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE -    28.08/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES:


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 21

GLOBAL GROUPING
GLOBAL RECOVERY GNET

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE RETR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 24 - SUITE D12       LAMPOST PIZZA
BASE LEASE DATES:      12/1991 TO 11/2001
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        3,630
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 22.96/SF/YR
CHANGING TO  - 24.80/SF/YR ON 12/1997 
CHANGING TO  - 26.78/SF/YR ON 12/2000

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G10%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE ENDR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 22

RENEWAL COMMISSIONS:    GROWTH RATE BCOM
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 25 - SUITE E1          TUTOR TIME
BASE LEASE DATES:        5/1994 TO 4/2004
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          6,500
SUBJECT TO VACANCY ALLOWANCE

1NITIAL RENT:
INITIAL RENT    - 17.40/SF/YR
CHANGING TO     - 18.12/SF/YR ON 5/1996
CHANGING TO     - 19.56/SF/YR ON 5/1997
CHANGING TO     - 20.40/SF/YR ON 5/1998
CHANGING TO     - 21.12/SF/YR ON 5/1999
CHANGING TO     - 22.08/SF/YR ON 5/2000
CHANGING TO     - 22-92/SF/YR ON 5/2001
CHANGING TO     - 23.88/SF/YR ON 5/2002

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE       NONE          YES           YES
 2           5.00         3       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE PADR MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
9.00 AFTER MONTH 30

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 26 - SUITE F1         PRUDENTIAL REALTY
BASE LEASE DATES:       11/1994 TO 10/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         3,370
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   22.26/SF/YR
CHANGING TO  -   22.80/SF/YR ON 11/1998


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 23

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G10%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES
 3           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE PADR MULTIPLIED By 1.000
WITH PERCENTAGE STEPS OF
9.00 AFTER MONTH 30

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:  GROWTH RATE BCOM
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 27 - SUITE F2        BANK OF AMERICA
BASE LEASE DATES:      5/1992 TO 4/2002
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        4,484
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  30.48/SF/YR
CHANGING TO  -  34.29/SF/YR ON 5/1997
CHANGING TO  -  38.58/SF/YR ON 5/1998

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOIVERY G10%

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----     ------------   ------  --------   ---------   -----------   -----------
 1           5.00         3       NONE        NONE         YES           YES
 2           5.00         3       NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE PADR MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
9.00 AFTER MONTH 30


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PAGE 24

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY G15%

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 28 - SUITE G1        WORLD SAVINGS
BASE LEASE DATES:      8/1996 To 7/2016
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:             1
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1997 VALUE - 6500.00/SF/YR
THEREAFTER - GROWING AT GROWTH RATE CPIG

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                      CUSHMAN & WAKEFIELD (R) VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY -- WINTER 1995
- ------------------------------------------------------------------------------------------------------------------------------------
                    GOING-IN            TERMINAL              IRR                INCOME             EXPENSE            PROJECTION
                    CAP RATE            CAP RATE                                 GROWTH             GROWTH               PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                 LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH           YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
OFFICES -- URBAN, CLASS A
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>             <C>
                10.00%    10.50%    10.00%    10.00%    12.00%    13.00%     3.00%     3.00%     4.00%     4.00%           10
                 9.50      9.75      9.75     10.00     11.75     12.25      3.00      3.50      3.50      3.50            10
                 9.00      9.00      9.00      9.00     12.00     12.00      0.00     10.00      4.00      4.00            10
                 8.00     10.00      9.00     11.00     10.00     13.00      0.00      4.00      4.00      4.00            10
                 8.00     10.00      9.00      9.00     11.00     13.00      4.00      5.00      4.00      4.00            10
                 7.50      9.00      8.00      9.50     10.50     11.50      2.00      3.50      3.50      3.50            10
                 9.00     10.00     10.00     11.00     11.00     13.00      4.00      4.00      4.00      4.00            10
                 9.50     10.00     10.00     10.50     11.40     11.70      3.00      4.00      3.50      4.50            10
                12.00     12.00     10.00     10.00     15.00     15.00      3.00      4.00      2.00      4.00            10
                12.00     12.00     12.00     12.00     14.00     14.00      3.00      3.00      3.00      3.00            10
                 8.50      9.00      9.00      9.50     12.00     12.50      2.00      3.00      2.00      3.00            10
                 9.50     10.00     10.00     11.00     12 .00    13.00      3.00      3.00      3.00      3.00            10
                 --        --        8.00      9.00      --        --        --        --        --        --              --
                10.00     10.00     10.00     10.00     12.50     12.50      2.00      3.00      3.00      3.00            10
                 7.00      8.00      9.00      9.00     11.00     11.00      6.00      6.00      4.00      4.00            10
                 8.00      9.00      9.00     10.00     11.00     12.00      3.00      3.00      3.00      3.00            10
                 9.00      9.25     10.00     10.25     12.00     12.00      4.00      4.00      4.00      4.00            10

Responses          16        16        17        17        16        16        15        15        15        16
Average (%)      9.16      9.84      9.51     10.04     11.82     12.59      2.81      4.13      3.41      3.66
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICES -- SUBURBAN
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>            <C>
                 9.50%    11.00%     9.00%    10.50%    14.00%    14.00%     3.25%     3.25%     4.00%     4.00%            5
                 9.00      9.00      9.00      9.50     11.00     11.00      5.00      5.00      4.00      4.00            10
                 9.00     10.00      9.50     10.00     11.50     12.50      --        --        3.50      3.50            10
                 9.50      9.75      9.75     10.00     11.75     12.25      3.50      4.00      3.50      3.50            10
                 9.00      9.00      9.00      9.00     12.00     12.00      4.00     15.00      4.00      4.00            10
                 9.00     11.00      9.75     12.00     11 .00    14.00      0.00      4.00      4.00      4.00            10
                 9.00     10.50      9.50     11.00     11.50     12.00      2.00      3.50      3.50      3.50            10
                 8.00      9.50      9.00     10.50     11.00     12.00      4.00      4.00      4.00      4.00            10
                 9.50      9.75      9.75     10.50     11.40     11.70      3.00      4.00      3.50      4.50            10
                12.00     12.00     10.00     10.00     15.00     15.00      3.00      4.00      2.00      4.00             5
                10.00     10.00     10.00     10.00     12.00     12.00      4.00      4.00      3.00      3.00            10
                 8.50      9.00      9.00      9.50     12.00     12.50      3.00      5.00      3.00      4.00            10
                 9.00     10.00      9.50     10.50     12.00     12.50      3.00      3.00      3.00      3.00            10
                 --        --        9.00      9.00      --        --        --        --        --        --              --
                10.50     10.50     10.50     10.50     12.50     12.50      2.00      3.00      3.00      3.00            10
                 9.00     10.00      9.00      9.00     15.00     15.50      5.00      5.00      3.00      3.00           5-7
                 9.00      9.00      9.00      9.00     11.25     11.25      5.00      5.00      4.00      4.00            10
                 8.00      9.00      9.00     10.00     11.00     12.00      3.00      3.00      3.00      3.00            10
                 9.00      9.25     10.00     10.25     12.00     12.00      4.00      4.00      4.00      4.00            10

Responses          18        18        19        19        18        18        17        17        18        18
Average (%)      9.25      9.90      9.43     10.04     12.11     12.59      3.34      4.63      3.44      3.67
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                      CUSHMAN & WAKEFIELD (R) VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY -- WINTER 1995
- ------------------------------------------------------------------------------------------------------------------------------------
                    GOING-IN            TERMINAL              IRR                INCOME             EXPENSE            PROJECTION
                    CAP RATE            CAP RATE                                 GROWTH             GROWTH               PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                 LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH           YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>             <C>
                 9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     4.00%     4.00%     4.00%     4.00%           10
                 8.50     10.00      9.50     10.00     11.50     12.50      --        --        3.50      3.50            10
                 9.00      9.25      9.50      9.75     11.50     11.75      3.50      4.00      3.50      3.50            10
                 9.00      9.00      9.50      9.50     11.50     11.50      2.00      8.00      4.00      4.00            10
                 9.00     10.00      9.75     12.00     10.00     13.00      2.00      4.00      4.00      4.00            10
                 9.00     10.00     10.00     11.00     11.50     12.50      4.00      4.00      4.00      4.00            10
                 9.00      9.50      9.50      9.75     11.20     11.50      3.00      3.50      3.50      4.00            10
                12.00     12.00     10.00     10.00     14.00     14.00      2.00      3.00      --        --               3
                 8.50      8.50      9.00      9.50     11.00     11.50      4.00      4.00      4.00      4.00            10
                 9.00      9.50      9.50     10.00     11.25     11.75      3.00      3.00      3.00      3.00            10
                 --        --        9.00     10.00      --        --        --        --        --        --              --
                 9.00      9.00      9.50      9.50     11.25     11.25      4.00      4.50      4.00      4.00            10
                 9.00      9.25     10.00     10.25     12.00     12.00      4.00      4.00      4.00      4.00            10
                                                                                                                
Responses          12        12        13        13        12        12        11        11        11        11
Average (%)      9.17      9.58      9.56     10.06     11.52     12.06      3.23      4.18      3.77      3.82
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL, COMMUNITY, AND NEIGHBORHOOD CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>            <C>
                 9.50%    11.00%     9.00%    10.50%    14.00%    14.00%     3.25%     3.25%     4.00%     4.00%            5
                 9.00     10.00      9.00     10.00     11.50     12.50      3.50      3.50      3.50      3.50            10
                 9.50      9.75      9.75     10.00     11.50     11.75      3.50      4.00      3.50      3.50            10
                 9.50      9.50     10.00     10.00     12.50     12-50      0.00      4.00      4.00      4.00            10
                 9.00     10.50      9.75     11.50     10.00     14.00      2.00      4.00      4.00      4.00            10
                10.00     10.00     10.00     10.00     12.00     12.00      4.00      4.00      4.00      4.00            10
                 8.50      9.50      9.50     10.50     11.50     12.50      4.00      4.00      4.00      4.00            10
                 9.50      9.75      9.75     10.00     11.25     11.50      3.00      4.00      3.50      4.50            10
                 8.50      9.00      9.00      9.50     11.00     12.00      3.00      3.00      3.00      3.00            10
                 9.50     10.00     10.00     10.50     11.50     12.50      3.00      3.00      3.00      3.00            10
                 --        --        9.00     10.00      --        --        --        --        --        --              --
                 9.50      9.50     10.00     10.00     12.00     12.00      3.00      3.00      3.00      3.00            10
                 8.50      9.50     10.00     11.00     11.25     12.50      3.00      3.00      3.00      3.00            10
                 9.00      9.25     10.00     10.25     12.00     12.00      4.00      4.00      4.00      4.00            10
                                                                                                                
Responses          13        13        14        14        13        13        13        13        13        13
Average (%)      9.19      9.79      9.63     10.27     11.69     12.44      3.02      3.60      3.58      3.65
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                      CUSHMAN & WAKEFIELD (R) VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY -- WINTER 1995
- ------------------------------------------------------------------------------------------------------------------------------------
                    GOING-IN            TERMINAL              IRR                INCOME             EXPENSE            PROJECTION
                    CAP RATE            CAP RATE                                 GROWTH             GROWTH               PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                 LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH           YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL, POWER CENTERS, AND "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>             <C>
                 9.25%     9.50%     9.50%    10.00%    11.50%    11.50%     3.00%     3.50%     4.00%     4.00%           10
                 9.50      9.75      9.75     10.00     10.50     11.50      3.50      4.00      3.50      3.50            10
                10.00     10.00     10.00     10.00     12.00     12.00      0.00      4.00      4.00      4.00            10
                 9.00      9.50      9.50     10.00     11.00     12.00      2.00      3.50      3.50      3.50            10
                 8.00      9.00      9.00     10.00     11.00     12.00      4.00      4.00      4.00      4.00            10
                 9.75     10.00      9.75     10.00     11.20     11.50      3.00      3.50      3.50      4.00            10
                 9.00      9.50     10.00     10.00     10.50     11.00      2.50      2.50      2.50      2.50            10
                 9.50     10.00     10.00     10.50     11.50     12.50      3.00      3.00      3.00      3.00            10
                 --        --        8.50      9.50      --        --        --        --        --        --              --
                 9.00      9.00      9.50      9.50     11.50     11.50      3.00      3.00      3.00      3.00            10
                 9.50      9.50      9.75      9.75     11.25     11.25      4.00      4.00      4.00      4.00            10
                 9.00      9.25     10.00     10.25     12.00     12.00      4.00      4.00      4.00      4.00            10
                                                                                                                
Responses          11        11        12        12        11        11        11        11        11        11
Average (%)      9.23      9.55      9.50      9.96     11.27     11.70      2.91      3.55      3.55      3.59
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>        <C>      <C>        <C>       <C>            <C>
                 8.00%     8.50%     8.50%     9.00%    10.50%    10.50%     3.00%     3.50%     4.00%     4.00%           10
                 7.75      8.25      8.50      8.75     11.00     11.50      3.50      4.00      3.50      3.50            10
                 7.50      7.50      8.00      8.00     11.50     11.50      0.00      4.00      4.00      4.00            10
                 7.50      9.00      8.00      9.75     10.00     12.00      2.00      4.00      4.00      4.00            10
                 7.00      8.00      7.00      8.00     11.00     11.00      4.00      4.00      4.00      4.00            10
                 7.50      8.00      7.50      9.00     10.50     11.50      2.00      3.50      3.50      3.50            10
                 7.00      8.00      9.00     10.00     10.50     11.50      4.00      4.00      4.00      4.00            10
                 7.50      8.00      8.50      8.50     10.00     11.00      3.00      3.00      3.00      3.00            10
                 7.50      9.00      8.50      8.50     11.50     11.50      4.00      5.00      --        --              10

Responses           9         9         9         9         9         9         9         9         8         8
Average (%)      7.47      8.25      8.17      8.83     10.72     11.33      2.83      3.89      3.75      3.75
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                       CUSHMAN & WAKEFIELD (R) VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY -- WINTER 1995
- -------------------------------------------------------------------------------------------------------------------------------
                          GOING-IN              TERMINAL                 IRR                   IRR                 INCOME      
                          CAP RATE              CAP RATE              (Blended)              (Equity)              GROWTH      
                     ----------------------------------------------------------------------------------------------------------
                       LOW       HIGH        LOW       HIGH        LOW        HIGH        LOW       HIGH        LOW       HIGH 
                     ----------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
LODGING, FULL SERVICE
- -------------------------------------------------------------------------------------------------------------------------------
  LUXURY
<S>                  <C>        <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>  
                      8.00%      9.00%     10.00%     10.00%     15.00%      20.00%     20.00%     25.00%      6.00%      6.00%
                      5.00       7.00      10.50      11.00      12.50       13.00       --         --         4.00       5.00 
                     11.00      13.00      11.00      13.00      15.00       15.00      20.00      25.00       4.00       8.00 
                     10.50      10.50      10.00      10.00       --          --         --         --         --         --   
                     11.00      11.00      13.00      13.00       --          --         --         --         5.00       6.00 
                      9.00       9.00      10.00      10.00      13.00       13.00      16.00      16.00       4.00       4.50 
                     11.00      12.00      10.00      11.00      12.00       16.00      19.00      23.00       3.00       4.00 
                      8.00       8.00      10.00      10.00      12.00       14.00      15.00      20.00       8.00       8.00 
                      6.00       8.00       8.00       9.00       --          --        20.00      25.00       5.00       5.00 
                      8.50       8.50       9.00       9.00       --          --         --          --        5.00       5.00 
                      --         --         8.00      10.00      15.00       18.00      18.00      22.00       --         --   

Responses               10         10         11         11          7           7          7          7          9          9 
Average(%)            8.80       9.60       9.95      10.55      13.50       15.57      18.29      22.29       4.89       5.72 

  FIRST CLASS

                     11.00%     11.00%     11.00%     11.00%    1 5.00       20.00%     20.00%     20.00%      4.00%      4.00%
                     11.00      11.00      13.00      13.00       --          --         --         --         5.00       6.00 
                     10.00      10.00      11.00      11.00      15.00       15.00      18.00      18.00       4.00       4.50 
                     10.00      10.00      11.00      11.00      15.00       18.00      15.00      20.00      10.00      10.00 
                     10.00      10.00      10.50      10.50      16.00       16.00      25.00      25.00       4.00       4.00 
                      8.00       9.00      10.00      10.00       --          --        20.00      25.00       5.00       5.00 
                     10.00      10.00      10.50      10.50       --          --        22.00      22.00       4.00       4.00 
                      --         --         8.00      10.00      15.00       18.00      18.00      22.00       --         --   
                      5.00       5.00      10.00      11.00      15.00       15.00       --         --         4.00       4.00 
                      8.00       8.00      10.00      10.00      14.50       14.50      20.00      20.00       3.50       3.50 
                     10.50      10.50      11.00      11.00      13.00       13.00      20.00      23.00       4.50       4.50 

Responses               10         10         11         11          8           8          9          9         10         10 
Average(%)            9.35       9.45      10.55      10.82      14.81       16.19      19.78      21.67       4.80       4.95 
</TABLE>







<TABLE>
<CAPTION>
                         EXPENSE    PROJECTION MANAGEMENT
                         GROWTH       PERIOD      FEE      RESERVES
                     ---------------
                      LOW       HIGH   YEARS   % REVENUE   % REVENUE
                     ------------------------------------------------

- ---------------------------------------------------------------------
LODGING, FULL SERVICE
- ---------------------------------------------------------------------
  LUXURY
<S>                  <C>        <C>      <C>      <C>        <C>  
                     4.00%      4.00%     7       2.50%      4.00%
                     3.00       4.00     10       3.50       4.00
                     4.00       4.00      5       4.00       5.00
                     3.50       5.00     10       4.50       5.00
                     3.00       4.00      5       3.00       4.00
                     3.00       3.00     10       2.50       3.00
                     4.00       4.00      6       3.00       3.50
                     6.00       6.00     10       4.50       5.50
                     3.00       4.00      5       4.00       4.00
                     4.00       4.00      5       3.00       3.00
                     4.00       4.00      5       3.50       4.00

Responses              11         11     11         11         11
Average(%)           3.77       4.18      7       3.45       4.09

  FIRST CLASS

                     4.00%      4.00%     7       2.50%      3.00
                     3.00       4.00      5       3.00       4.00
                     3.00       3.00     10       2.50       3.00
                     5.00       5.00     10       3.50       4.50
                     3.00       3.00      7       2.50       4.00
                     3.00       4.00      5       3.00       4.00
                     4.00       4.00      5       3.00       4.00
                     4.00       4.00      5       3.50       4.00
                     3.00       3.00      5       3.00       4.50
                     3.50       3.50     10       2.00       4.00
                     3.50       3.50     10       3.50       4.00

Responses              11         11     11         11         11
Average(%)           3.55       3.73      7       2.91       3.91
</TABLE>


     The blended IRR is the composite return on debt and equity and the rate to
     be applied to net operating income. The equity return is the rate of return
     on the equity component of the investment only.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                       CUSHMAN & WAKEFIELD (R) VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY -- WINTER 1995
- -------------------------------------------------------------------------------------------------------------------------------
                          GOING-IN              TERMINAL                 IRR                   IRR                 INCOME      
                          CAP RATE              CAP RATE              (Blended)              (Equity)              GROWTH      
                     ----------------------------------------------------------------------------------------------------------
                       LOW       HIGH        LOW       HIGH        LOW        HIGH        LOW       HIGH        LOW       HIGH 
                     ----------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
LODGING, LIMITED SERVICE
- -------------------------------------------------------------------------------------------------------------------------------
  MID-RATE
<S>                  <C>        <C>        <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>  
                     10.00%     10.00%     12.00%     12.00%      --          --        20.00%     20.00%      4.00%      4.00%
                     10.00      12.00      10.00      12.00      15.00       15.00      20.00      25.00       4.00       8.00 
                     11.00      11.00      10.00      10.00       --          --         --         --         --         --   
                     10.00      13.00      12.00      14.00      10.00       12.00      12.00      14.00       4.00       4.00 
                     12.00      12.00      14.00      14.00       --          --         --         --         2.00       3.00 
                     12.00      12.00      13.00      13.00      19.00       19.00      22.00      22.00       3.50       4.00 
                     10.50      10.50      12.00      12.00      15.00       20.00      18.00      20.00       5.00       5.00 
                      --         --        10.00      11.00       --          --        22.00      22.00       6.00       6.00 

Responses                7          7          8          8          4           4          6          6          7          7 
Average (%) 10.79    11.50      11.63      12.25      14.75      15.50       19.00      20.50       4.07       4.86       3.63 

  ECONOMY

                     10.00%     12.00%     12.00%     12.00%      --          --        18.00%     25.00%      4.00%      4.00%
                     10.00      13.00      12.00      14.00      10.00       12.00      12.00      14.00       4.00       4.00 
                     12.50      12.50      14.00      14.00       --          --         --         --         2.00       3.00 
                     13.00      13.00      14.00      14.00      21.00       21.00      24.00      24.00       2.50       4.00 
                     11.50      11.50      12.00      12.00      15.00       20.00      18.00      20.00       5.00       5.00 

Responses                5          5          5          5          3           3          4          4          5          5 
Average (%)           1.40      12.40      12.80      13.20      15.33       17.67      18.00      20.75       3.50       4.00 
</TABLE>


<TABLE>
<CAPTION>
                         EXPENSE    PROJECTION MANAGEMENT
                         GROWTH       PERIOD      FEE      RESERVES
                     ---------------
                      LOW       HIGH   YEARS   % REVENUE   % REVENUE
                     ------------------------------------------------

- ---------------------------------------------------------------------
LODGING, LIMITED SERVICE
- ---------------------------------------------------------------------
MID-RATE
<S>                  <C>        <C>      <C>      <C>        <C>  
                     4.00%      4.00%     7       2.50%      3.00%
                     4.00       4.00      5       4.00       4.50
                     3.50       5.00     10       4.00       5.00
                     3.50       3.50      5       4.00       4.50
                     3.00       4.00      5       3.00       6.00
                     3.00       3.00      5       3.00       3.00
                     4.00       4.00     10       2.50       4.00
                     4.00       4.00      5       5.00       4.00

Responses               8          8      8          8          8
Average (%) 10.79    3.94                 7       3.50       4.25

ECONOMY

                     4.00%      4.00%     7       2.50%      3.00%
                     3.50       3.50      5       4.00       4.50
                     3.00       4.00      5       3.00       6.00
                     3.00       3.00      5       4.00       3.00
                     4.00       4.00     10       2.50       4.00

Responses               5          5      5          5          5
Average (%)          3.50       3.70      6       3.20       4.10
</TABLE>

     The blended IRR is the composite return on debt and equity and the rate to
     be applied to net operating income. The equity return is the rate of return
     on the equity component of the investment only.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                      CUSHMAN & WAKEFIELD (R) VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY -- WINTER 1995
- ------------------------------------------------------------------------------------------------------------------------------------
                    GOING-IN            TERMINAL              IRR                INCOME             EXPENSE            PROJECTION
                    CAP RATE            CAP RATE                                 GROWTH             GROWTH               PERIOD
- ------------------------------------------------------------------------------------------------------------------------------------
                 LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH      LOW       HIGH           YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>             <C>
                 8.50%     9.00%     9.50%     9.50%    11.00%    11.00%     4.00%     4.00%     4.00%     4.00%           10
                 8.50%     9.00%     9.25%     9.50%    11.50%    12.00%     3.50%     4.00%     3.50%     3.50%           10
                 8.50%     9.25%     9.00%    10.00%    10.50%    12.00%     2.00%     6.00%     4.00%     4.00%           10
                 8.00%     9.00%     8.50%     9.50%     --        --        3.50%     3.50%     3.50%     3.50%           10
                 8.50%     8.50%     9.25%     9.25%    11.25%    11.25%     4.00%     4.00%     4.00%     4.00%           10
                 9.00%     9.25%     9.25%     9.50%    11.20%    11.50%     3.75%     4.25%     4.00%     4.50%           10
                 8.50%     9.50%     9.00%    10.00%    11.00%    12.00%     3.00%     4.00%     3.00%     4.00%           10
                 8.75%     9.25%     9.25%     9.75%     --        --        3.00%     3.00%     3.00%     3.00%           --
                 --        --        9.00%     9.00%     --        --        --        --        --        --              --
                 9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     3.00%     4.00%     3.00%     3.00%           10
                 8.00%     9.00%     9.00%    10.00%    11.00%    12.50%     3.00%     3.00%     3.00%     3.00%           10
                 9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%           10
                                                                                                                
Responses          11        11        12        12         9         9        11        11        11        11
Average (%)      8.57%     9.09%     9.21%     9.65%    11.22%    11.75%     3.34%     3.98%     3.55%     3.68%
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SURVEY OF RECENTLY CLOSED TRANSACTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
PROPERTY                   NET RENTABLE                 SALES PRICE                    GOING-IN                   INTERNAL
TYPE                           AREA                      PER SQ. FT.             CAPITALIZATION RATE           RATE OF RETURN
                    ----------------------------------------------------------------------------------------------------------------
                    NO. SALES                    NO. SALES                    NO. SALES                   NO. SALES                
                     REPORTED AVERAGE  MEDIAN     REPORTED AVERAGE  MEDIAN     REPORTED  AVERAGE  MEDIAN   REPORTED AVERAGE  MEDIAN
                    ----------------------------------------------------------------------------------------------------------------
<S>                     <C>   <C>      <C>           <C>   <C>      <C>           <C>    <C>      <C>         <C>    <C>     <C>   
Offices, Urban          16    498,859  440,929       16    $130.66  $116.76       12      9.68%    9.13%       9     12.42%  12.75%

Offices, Suburban       66    230,760  191,893       66      83.39    78.78       57      9.97    10.00       11      13.2   12.25

Industrial              57    150,787  118,400       57      37.75    37.87       28     10.80    10.61 (Sample Not Large to Report)

Retail 
  (Other than Malls)    29    136,429  121,552       29      95.99    91.67       27     10.05    10.00        8     11.59   11.33

Malls                    9    615,102  649,130        9     124.68    96.00        9      9.29     9.53 (Sample Not Large to Report)
</TABLE>

<TABLE>
<CAPTION>
                                                                                       GOING-IN
                         NUMBER OF UNITS           SALES PRICE PER UNIT           CAPITALIZATION RATE
                    ----------------------------------------------------------------------------------------------------------------
                    NO. SALES                    NO. SALES                    NO. SALES
                     REPORTED AVERAGE  MEDIAN     REPORTED AVERAGE  MEDIAN     REPORTED  AVERAGE  MEDIAN
                    ----------------------------------------------------------------------------------------------------------------
<S>                     <C>   <C>      <C>           <C>   <C>      <C>           <C>    <C>      <C>
Apartments              50        201      190       50    $47,975  $46,458       41      9.19%    9.30%
</TABLE>

The information tabulated here represents closed transactions and comes from the
files of 20 Cushman & Wakefield Valuation Advisory Services offices. The data
represents broad-based market trends and may not be relevant to the appraisal of
individual properties.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                     QUALIFICATIONS OF APPRAISER
- --------------------------------------------------------------------------------
                                                            Craig D. Tilson, MAI

Professional Affiliations

     The Appraisal Institute, Designated Member (MAI Designation No. 11014)

     State of California, Office of Real Estate Appraisers, Certified General
     Real Estate Appraiser (No. AGO03733)

Real Estate Experience

     Associate Director, Cushman & Wakefield of California, Inc., Valuation
     Advisory Services, 1991 to present. A full service real estate organization
     specializing in appraisal and consultation.

     Senior Analyst, Lea Associates, Inc., 1983 to 1991.

     Experience includes the appraisal of office buildings, shopping centers,
     hotels, industrial facilities, residential income properties, residential
     condominiums, residential tracts, vacant land, special purpose properties,
     leasehold/leased fee interests, easements, partial takings including
     severance damages and special benefits. Valuation techniques employed
     include discounted cash flow and statistical analyses. Specialty services
     include portfolio valuations.

Court Testimony

     Qualified as an expert witness before the Los Angeles County Superior Court
     in matters pertaining to the valuation of real estate.

Education

     Master of Business Administration (Finance/Urban Land Economics), 1988
     University of Southern California

     Bachelor of Arts, 1983
     University of California, Los Angeles

     Appraisal Institute Courses:

     Real Estate Appraisal Principles
     Basic Valuation Procedures
     Capitalization Theory and Techniques, Parts A and B
     Case Studies in Real Estate Valuation
     Valuation Analysis and Report Writing
     Standards of Professional Practice, Parts A and B


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                                   ============================================

                                   COMPLETE APPRAISAL
                                   OF REAL PROPERTY

                                   Oakwood Center
                                   11781 Lee Jackson Memorial Highway
                                   Fairfax, Fairfax County, VA

                                   ============================================

                                   IN A SELF-CONTAINED REPORT
                                   As of July 1, 1997

                                   Prepared For:

                                   Goldman Sachs Mortgage Company
                                   85 Broad Street
                                   New York, New York 10004

                                   Prepared By:

                                   Cushman & Wakefield of Washington, D.C., Inc.
                                   Valuation Advisory Services
                                   1875 Eye Street, N.W., Suite 700
                                   Washington, D.C. 20006
<PAGE>

Cushman & Wakefield of Washington, D.C., Inc.
1875 Eye Street, N.W., Suite 700
Washington, D.C. 20006
(202) 467-0600
                                                             Cushman &
                                                             Wakefield(R)
                                                     A ROCKEFELLER GROUP COMPANY

July 1, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:  Complete Appraisal of Real Property
     Oakwood Center
     11781 Lee Jackson Memorial Highway
     Fairfax, Fairfax County, Virginia

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, of Washington, D.C. Inc. is pleased to transmit our
self-contained appraisal report estimating the prospective market value of the
leased fee estate in the subject property.

      The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention to the following special
assumption.

      1.    Pursuant to your request, the date of value is July 1, 1997. We
            specifically assumed that no value affecting changes occur between
            the date of inspection, which was June 13, 1997, and the prospective
            date of value.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield,
Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected by and the report was prepared by Steven A.
Studabaker, MAI, under the supervision of Donald R. Morris, MAI.
<PAGE>

Mr. Sheridan Schechner
Goldman Sachs Mortgage Company    Page 2

      Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the prospective
market value of the leased fee estate in the referenced property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July 1,
1997, is:

                 THIRTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $13,800,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Washington, D.C., Inc.

                                                                 [SEAL]
                                                       COMMONWEALTH OF VIRGINIA
                                                       STEVEN A. STUDABAKER, MAI
                                                               [ILLEGIBLE]
                                                            Certified General
                                                               Real Estate
                                                                Appraiser


/s/ Steven A. Studabaker
Steven A. Studabaker, MAI
Associate Director
Virginia Commercial General Real Property Appraiser No. 4001-001111

                                                                 [SEAL]
                                                       COMMONWEALTH OF VIRGINIA
                                                            Donald R. Morris
                                                               [ILLEGIBLE]
                                                            Certified General
                                                               Real Estate
                                                                Appraiser
/s/ Donald R. Morris
Donald R. Morris, MAI
Manager, Director
Valuation Advisory Services
Virginia Commercial General Real Property Appraiser No. 4001-002465

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                          Oakwood Center

Location:                               11781 Lee Jackson Memorial Highway

General Overview:                       This is modem seven-story office
                                        building built in 1982 on a 4.25
                                        acre site. The building contains
                                        128,383 rentable square feet of
                                        building area. An adjacent
                                        two-level parking deck provides
                                        a portion of the parking spaces.
                                        The building, with structural
                                        steel frame and a facade of
                                        precast masonry and glass
                                        panels, is modern in appearance
                                        and functional in design. On the
                                        effective date of appraisal,
                                        occupancy stood at 100 percent
                                        including two leases due to
                                        commence in July 1997.

Interest Appraised:                     Leased Fee

Date of Value:                          July 1, 1997

Date of Inspection:                     June 13, 1997

Ownership:                              RF&P Land No. 11, Inc.

Highest and Best Use:
    If Vacant:                          For office development
    As Improved:                        Continued use as an office building

Value Indicators
  Sales Comparison Approach:            $13,500,000 to $14,800,000
     Value Per Square Foot:             $105.18 to $115.30
  Indicated Value:                      $13,500,000 to $14,800,000

  Income Capitalization Approach
    Estimated Market Rental Rate:       $18.00/SF
    Stabilized Vacancy Rate:            5.0%
    Effective Gross Income:             $15.11/SF(First Fiscal Year of Analysis)
    Operating Expenses                  $4.94/SF(First Fiscal Year of Analysis)
    Real Estate Taxes:                  $1.25/SF(First Fiscal Year of Analysis)
    Net Operating Income:               $8.72/SF (First Fiscal Year of Analysis)
    Estimated Vacancy Between Tenants   9 months
    Free Rent:                          0 months
    Probability of Renewal:             60%
    Tenant Improvement Allowance        
      New Tenants in Previously         
         Occupied Space                 $8.00 per square foot
      Renewal Tenants in Same Space:    $4.00 per square foot
    Estimated Market Rental Growth Rate 3.5%
    Estimated Expense Growth Rate:      3.5%

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>                                  

                                        Summary of Salient Facts and Conclusions
================================================================================

    Estimated Real Estate Tax Growth Rate:       3.5% after step in first year
    Reversion Year Capitalization Rate           9.25%
    Transaction Costs in Reversion Sale:         2.5%
    Discount Rate:                               11.50%
  Indicated Value:                               $13,800,000

Value Conclusion:                                $13,800,000
  Value Per Square Foot:                         $107.52 (Net Rentable Area)
  Implicit Capitalization Rate:                  8.1%

Marketing Time:                                  6 to 12 months

Special Assumptions Affecting Valuation:

1.    Pursuant to your request, the date of value is July 1, 1997. We
      specifically assumed that no value affecting changes occur between the
      date of inspection, which was June 13, 1997, and the prospective date of
      value.

2.    Please refer to the complete list of assumptions and limiting conditions
      included at the end of this report.

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================

                                [GRAPHIC OMITTED]
                                     [PHOTO]
        View of Oakwood Center as seen looking north across the ring road
                          that circles Fairoaks Mall.


                                [GRAPHIC OMITTED]
                                     [PHOTO]
          View of the northern and western facades as seen looking east
                        from the adjacent parking deck.

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                [GRAPHIC OMITTED]
                                     [PHOTO]
      View of the main entry lobby as seen looking north from the entrance.


                                [GRAPHIC OMITTED]
                                     [PHOTO]
                  Sample view of an upper level elevator lobby.

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                                [GRAPHIC OMITTED]
                                     [PHOTO]
 View of the ring road and adjacent improvements as seen looking west from the 
                           entrance to the property.

                                [GRAPHIC OMITTED]
                                     [PHOTO]
    View of the ring road and adjacent improvements as seen looking east from
                                 the property.

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ................................................................ 1
    Identification of Property .............................................. 1
    Property Ownership and Recent History ................................... 1
    Purpose and Intended Use of the Appraisal ............................... 1
    Extent of the Appraisal Process ......................................... 1
    Prospective Date of Value and Property Inspection ....................... 2
    Property Rights Appraised ............................................... 2
    Definitions of Value, Interest Appraised, and Other Pertinent Terms ..... 2
    Legal Description ....................................................... 4

REGIONAL ANALYSIS ........................................................... 5

OFFICE MARKET ANALYSIS ......................................................21

PROPERTY DESCRIPTION ........................................................35
    Site Description ........................................................35
    Improvements Description ................................................36

REAL PROPERTY TAXES AND ASSESSMENTS .........................................39

ZONING ......................................................................41

HIGHEST AND BEST USE ........................................................43

VALUATION PROCESS ...........................................................45

SALES COMPARISON APPROACH ...................................................47

INCOME CAPITALIZATION APPROACH ..............................................53

RECONCILIATION AND FINAL VALUE ESTIMATE .....................................68

ASSUMPTIONS AND LIMITING CONDITIONS .........................................70

CERTIFICATION OF APPRAISAL ..................................................72

ADDENDA .....................................................................73
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      This is a seven-story office building called Oakwood Center located in the
neighborhood of Fairfax, Fairfax County, Virginia. It is a competitive, Class B
office building located on the ring road surrounding Fairoaks Regional Mall,
near the interchange between U.S. Route 50 (Lee Jackson Memorial Highway) and
Interstate 66. The street address is 11781 Lee Jackson Memorial Highway,
Fairfax, Virginia.

      This is a modern seven-story building built in 1982 and located on a 4.25
acre site. The building contains 128,353 net rentable square feet. An adjacent
two-level parking deck provides a portion of the on-site parking, most of which
is in a surface parking lot. The building is modern in appearance and functional
in design. On the effective date of appraisal, occupancy stood at 100 percent,
including two leases due to commence in July 1997.

Property Ownership and Recent History

      The property was acquired by the present owner, RF&P Land No. II, Inc.,
from State of California Public Employees Retirement System in November 1995 for
a recorded price of $9,358,300. This was an all cash transaction after adequate
market exposure and one of two buildings acquired in a single acquisition,
therefore the recorded consideration is an allocation of the total price. Since
the acquisition, the market has improved significantly and more than was
projected at the time of sale. For example market rents were $14.50 per square
foot at the time of sale and were projected to increase to $15.40 per square
foot by 1997, or several dollars less than is currently being achieved.
Therefore, the estimated market value as concluded in this report reflects a
sharper picture of the market than was projected in 1995.

      Additionally, we have reason to believe that the property may now be under
contract of sale. However, after discussing the matter with the owner, we have
been unable to obtain any details of the pending transaction. The present owner
considers this information to be confidential and was not willing to provide
details for our analysis.

Purpose and Intended Use of the Appraisal

      The purpose of this appraisal is to estimate the prospective market value
of a leased fee estate on July 1, 1997. The appraisal is to be used to monitor
the performance of a portfolio asset.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      o     Inspected the exterior of the building and the site improvements and
            a representative sample of tenant spaces with Bernard Grace, the
            manager.

      o     Interviewed Bernard Grace of the property management company, CB
            Commercial.

      o     Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            and leasing managers.

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<PAGE>

                                                                    Introduction
================================================================================

      o     Reviewed a detailed history of income and expense and a budget
            forecast for 1997.

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files.

      o     Prepared an estimate of stabilized income and expense (for
            capitalization purposes).

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.)

      o     Prepared Sales Comparison and Income Capitalization Approaches to
            value.

Prospective Date of Value and Property Inspection
                      
      The prospective date of value is July 1, 1997. We inspected the property
on June 13, 1997.

Property Rights Appraised

      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

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                                                                    Introduction
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      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market". Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

      Based on an analysis of recent sales transactions in the market, exposure
      time is estimated to have been between six and nine months.

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

      Market Rent

      The rental income that a property would most probably command on the open
      market; indicated by the current rents paid and asked for comparable space
      as of the date of the appraisal.

      Cash Equivalent

      A price expressed in terms of cash, as distinguished from a price
      expressed totally or partly in terms of the face amounts of notes or other
      securities that cannot be sold at their face amounts.

      Discounted Cash Flow (DCF) Analysis

      The procedure in which a discount rate is applied to a set of projected
      income streams and a reversion. The analyst specifies the quantity,
      variability, timing, and duration of the income streams as well as the
      quantity and timing of the reversion and discounts each to its present
      value at a specified yield rate. DCF analysis can be applied with any
      yield capitalization technique and may be performed on either a
      lease-by-lease or aggregate basis.

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                                                                    Introduction
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Legal Description

      The property is legally described by metes and bounds measures as recorded
among the land records of Fairfax County, Virginia. A copy of the legal
description is included in the Addenda to the report.

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<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Introduction

      The real estate market is affected by a range of supply and demand
factors. As examples, the growth trends in population and the number of
households affect the general demand for housing, offices, shopping centers,
warehouses; the employment opportunities and unemployment levels influence the
ability or desire to buy or rent and the quality/cost of the facilities sought;
demographics influence the types of units demanded; and general economic
conditions affect the attitudes of the populace towards the future.

      The following analysis will review each of the major factors affecting the
supply and demand for real estate in the metropolitan area. The discussion is
organized to provide the reader with an overview of the area's geographic scope
and facilities infrastructure, followed by discussions of the key economic
factors affecting supply and demand under the following headings:

            o     Background
            o     Area Definition
            o     Infrastructure
            o     Population
            o     Employment and The Economy
            o     Household Demographics
            o     Recent Trends

Background

      Washington, D.C. is unique among American cities. As our nation's capital,
it serves as a focal point for our country both politically and economically. In
the role as host city for a major world power, it attracts people from all over
the world. Washington has been dubbed a "recession proof" city in that it is
insulated, as some have argued, from the full effects of economic ups and downs
by the stabilizing influence of the federal government as the area's biggest
employer. From the 1950s through the 1980s, the size of government continually
increased, which brought about an increase in government employment and
population in the Washington area.

Area Definition

      The metropolitan Washington area is all of the Washington Metropolitan
Statistical Area (MSA) as defined by the U.S. Department of Commerce, Bureau of
the Census, as of June 1983. The Washington MSA includes: District of Columbia;
the Maryland Counties of Calvert, Charles, Frederick, Montgomery and Prince
George's; the Virginia Counties of Arlington, Fairfax, Loudoun, Prince William
and Stafford; and the Virginia independent Cities of Alexandria, Fairfax, Falls
Church, Manassas, and Manassas Park. Prior to the 1983 redefinition of the
Washington MSA, the Maryland counties of Calvert and Frederick and the Virginia
county of Stafford were excluded. The addition of these counties enlarged the
metropolitan area from approximately 2,800 square miles to 3,956 square miles.
Please refer to the Washington MSA map on the following page.

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                    WASHINGTON METROPOLITAN STATISTICAL AREA
                               [GRAPHIC OMITTED]
                                     [MAP]

                                                             CUSHMAN &
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<PAGE>

                                                               Regional Analysis
================================================================================

      Effective December 31, 1992, the Department of Commerce created a new
Washington-Baltimore-D.C.-MD-VA-WVa CMSA (consolidated metropolitan statistical
area) that includes the primary Washington, D.C. and Baltimore MSAs, plus a new
Hagerstown MSA and nine additional counties in Virginia and West Virginia. The
expanded market was created to reflect the area's household and employment
patterns and is highly touted by economic development agencies. The current
Washington, D.C. metropolitan area is the appropriate focus for this analysis,
however, since the pertinent market is more localized.

      The population, housing and employment characteristics of the region are
best defined by starting at the area's central jurisdictions: the District of
Columbia, Arlington County, and the City of Alexandria; then moving outward to
the first suburban tier of counties: Fairfax County, City of Fairfax, City of
Falls Church, Prince George's County, and Montgomery County; and thence to the
outer tier of suburbs: Loudoun County, Prince William County, Manassas and
Manassas Park, Frederick County, Calvert County, Charles County, and Stafford
County.

Infrastructure
Transportation

      The Capital Beltway (1-495) is one of the most important factors driving
development in the Washington area. It has tied the Maryland and Virginia
suburbs together and significantly influenced real estate investment patterns.
One of the primary results has been a steady rise in land prices in the vicinity
of the Beltway. Apartments, light industrial facilities, distribution
warehouses, and shopping centers have gone up wherever the Beltway crosses other
major highways. Interestingly, closer-in sites have often been by-passed in
favor of locations adjacent to the Beltway.

      In addition to the Beltway, Washington is connected to 1-95, the major
north-south interstate highway that extends most of the length of the Atlantic
coast, and 1-66, an east-west highway that begins in Washington, D.C. and
connects westward to other interstate highways in Virginia and West Virginia.

      The Washington Metropolitan Area Transit Authority (WMATA) provides
transit service in Maryland, the District of Columbia, and Virginia, including
both rapid rail and bus transportation. The rapid rail network, referred to as
Metrorail, will cover 103 miles with 86 stations in D.C., suburban Maryland and
Virginia when completed in the late 1990s. The construction of Metrorail has had
a major impact on land values around the stations and has spurred dramatic new
development, both in downtown Washington and in suburban areas. Major new office
and mixed use projects have been built around the Metro stops. In particular,
portions of downtown Washington and Arlington County have experienced an
economic revitalization due to the opening of Metrorail. Apartment projects
often market themselves as being close to Metrorail stations and typically
command rents at the high end of the market and achieve higher occupancies as a
result. The same could be said for various primary employment centers and major
retail facilities.

      In terms of air transportation, the Washington area is served by three
major airports: Washington National, Baltimore/Washington International and
Washington Dulles International, Washington National, located in Arlington
County, is located four and one-half miles from the U.S. Capitol, and transports
over 16 million passengers per year. The airport was built in the

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                                                               Regional Analysis
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1940s and is currently undergoing major renovations and expansion, which
primarily includes a new terminal building and improved parking.

      Washington Dulles International Airport is bisected by the Loudoun County,
Fairfax County line and lies in the western part of the MSA. The Dulles Access
Road provides quick access to the airport, along with the Capital Beltway
(1-495) which connects Fairfax County to the Washington metropolitan area. The
Dulles Toll Road is a commuter road bordering the Dulles Access Road that is
being studied for expansion and extension to Leesburg (Route 15) and past Dulles
Airport.

      Opened in 1962, Dulles Airport has been an important factor in the growth
of the regional economy of Northern Virginia. In 1985, it became the fastest
growing airport in the United States. Currently 19 airlines service the airport
with 500 daily departures serving 30,000 passengers. Three major airlines have
established regional hubs here including United Airlines, Continental, and Delta
Airlines. Further, international carriers including Air France, British Airways,
All Nippon Airways, TWA, Lufthansa and Swiss Air.

      The Baltimore/Washington International Airport (BWI) is located in the
southern portion of the Baltimore MSA in Anne Arundel County, ten miles from
downtown Baltimore, and 30 miles from Washington, D.C. This airport hosts 18
passenger airlines that provide direct air service to 135 cities in the United
States and Canada. BWI also provides service to air-freight carriers with its
110,000 square foot air cargo complex. When compared with Dulles and Washington
National Airport, BWI services 28 percent of commercial passengers, 38 percent
of commercial operations and 57 percent of freight customers. BWI has spawned
the development of 15 new business parks and several hotels, has created nearly
10,000 jobs, and has generated a state-wide economic impact of $1.7 billion in
the form of business sales made, goods and services purchased, and wages and
taxes paid.

Government Services and Structures

      The Washington, D.C. metropolitan area contains fourteen different
municipal jurisdictions, including the District of Columbia, ten counties and
three cities in two states. Local governments provide typical municipal services
found in a major metropolitan area, including welfare and social services,
refuse collection, emergency services, public education, and a variety of
regulatory functions. Each municipality has its own zoning ordinance and
governmental structure.

      In addition to the local governments, the District of Columbia is the
headquarters for the federal government. Major federal agencies are located
throughout the District of Columbia and many of the surrounding suburbs. The
support functions for many agencies have been relocated to the less expensive
suburbs.

      The area is also served by several cross-jurisdictional agencies. These
include the Maryland National-Capital Park and Planning Commission (MNCPPC)
which provides planning and zoning coordination to the Maryland suburbs. The
Washington Metropolitan Area Transit Authority (WMATA), which was referred to
earlier, is the regional public transit authority. The Metropolitan Washington
Council of Governments performs studies on metropolitan economic and business
issues and promotes the region to outsiders.

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                                                               Regional Analysis
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Public and Private Amenities

      As the nation's capital, the District of Columbia houses many national
museums, monuments, and institutions that attract visitors to the area from
around the world. Washington, D.C. is one of the leading tourist destinations
for domestic travelers and foreign visitors to the United States.

      In addition, the metropolitan area is a strong supporter of the performing
arts. The Kennedy Center is the area's main stage for plays, opera, and symphony
presentations, but there are indoor and outdoor stages and theaters in all of
the adjacent jurisdictions. Professional athletics are played at RFK Stadium
(football) in southeast Washington, D.C. and the U.S. Air Arena (basketball and
hockey) in Landover, Maryland. Baseball is played at Oriole Park at Camden Yard
in Baltimore.

      The region also offers numerous private and public golf courses, municipal
parks, and bicycle and jogging trails. One unique feature of the region's
outdoor attractions is the C&O Canal. The canal is maintained as a national
park and follows the Maryland side of the Potomac River between Georgetown in
northwest Washington, D.C. and Cumberland, Maryland. The Potomac River is an
active recreational area for fishing and various kinds of boating.

      The public and private primary schools in the region include many with
national standing. The school districts face the typical challenges encountered
in urban centers with mixes of high and low income neighborhoods and growing
immigrant populations without English language skills. On average, the suburban
school districts tend to be better funded than those in the District of
Columbia.

      With respect to higher education, the region has a network of nationally
recognized universities and regional and community colleges, including George
Washington University, Georgetown University, American University, the
University of Maryland, Howard University, Gallaudet University, The University
of the District of Columbia, Catholic University, George Mason University, and
Trinity College.

      In review, the metropolitan area has a well established infrastructure of
roadways, light rail and bus systems, airports, attractive business and
residential neighborhoods, and many quality of life features that continue to
make Washington, D.C. a desirable place to work and live. There are continuing
efforts by municipal agencies to improve public transportation, especially the
commuter rail system, so as to ease road congestion and lessen air pollution.
The District of Columbia and nearby suburban office concentrations remain the
area's primary business destinations. Thus, improvement of the public
transportation system to facilitate wider access to the District and, more
importantly, connecting the suburban business centers is essential for long-term
growth.

Population

      This section will examine the population size and age trends for the
metropolitan area. Employment, income, and household related demographics will
be reviewed separately.

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                                                               Regional Analysis
================================================================================

      According to Market Statistics' 1995 Demographics USA, the Washington,
D.C. MSA ranks fifth in the nation in terms of total population. The Washington
area increased in population by 20.7 percent between 1980 and 1990, or an
average annual rate of 2.1 percent. The rate of growth has slowed somewhat with
the population change between 1990 and 1994 having decreased to 1.4 percent.
Nonetheless, population growth in the region during the 1980s far exceeded the
growth during the 1970s, when the region grew by an average of only 21,000
persons per year. During the 1980s, the region had an average growth of roughly
67,000 persons per year.

      Interestingly, however, while there was an overall increase in population,
this increase was by no means uniform within the component jurisdictions of the
Washington MSA. The 1980s saw a shift in population from the inner-city and
close-in suburbs to the more remote suburban areas. The District of Columbia was
the big loser during this period with an average annual decline of 0.5 percent.
The annual rate of decline grew to 1.5 percent by 1994.

      In contrast, the inner suburbs had an annual average growth rate of 2.5
percent during the 1980s, with both Fairfax County, Virginia, and Montgomery
County, Maryland having growth rates of 3.7 percent and 3.1 percent,
respectively. Both counties were the main suburban benefactors of commercial
office and retail development for this period and population increases were
primarily concentrated in the outer portions of the counties. The growth in
these areas has decreased in the 1990s to an annual growth rate of 1.8 percent.

      The largest population increases occurred in the outer suburbs, the areas
beyond the first tier communities surrounding the District. The average annual
rate of increase in these areas was 4.4 percent. However, the rate of increase
has fallen off since 1990 to 3.2 percent, a phenomena concurrent with the slow
down in the economy. The chart on the next page presents population data and the
average growth rates for the various jurisdictions in the MSA:

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                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
=================================================================================================================
                                                 Population Changes
                                       1990 Census Estimates Versus 1980 Census
=================================================================================================================
                                                                                  Annual Average
         Jurisdiction                       Population (Thousands)                       Growth Rate (%)
                                 =========================================      =================================
                                  1980              1990          1994 Est         1980-1990        1990-1994 Est
=================================================================================================================
<S>                                <C>               <C>             <C>              <C>               <C>   
District of Columbia               638.3             606.9           570.2           -0.4919           -2.0157
- -----------------------------------------------------------------------------------------------------------------
Arlington County                   152.6             170.9           171.4            1.1992            0.0975
- -----------------------------------------------------------------------------------------------------------------
City of Alexandria                 103.2             111.2           114.3            0.7752            0.9293
=================================================================================================================
Central Jurisdictions              894.1               889           855.9           -0.0570           -1.2411
- -----------------------------------------------------------------------------------------------------------------
Fairfax County                     596.9             818.6           910.1            3.7142            3.7259
- -----------------------------------------------------------------------------------------------------------------
City of Fairfax                     19.4              19.6            19.6            0.1031            0.0000
- -----------------------------------------------------------------------------------------------------------------
City of Falls Church                 9.5               9.6             9.6            0.1053            0.0000
- -----------------------------------------------------------------------------------------------------------------
Montgomery County                  579.1               757           797.4            3.0720            1.7790
- -----------------------------------------------------------------------------------------------------------------
Prince George's County             665.1             729.3           764.7            0.9653            1.6180
=================================================================================================================
Inner Suburban Area                 1870            2334.1          2501.4            2.4818            2.3892
=================================================================================================================
Loudoun County                      57.4              86.1            96.1            5.0000            3.8715
- -----------------------------------------------------------------------------------------------------------------
Prince William County              144.7             215.7           246.3            4.9067            4.7288
- -----------------------------------------------------------------------------------------------------------------
Cities of Manassas/                   22              34.7            40.6            5.7727            5.6676
- -----------------------------------------------------------------------------------------------------------------
Manassas Park
Frederick County                   114.8             150.2           164.2            3.0836            3.1070
- -----------------------------------------------------------------------------------------------------------------
Calvert County                      34.6              51.4              60            4.8555            5.5772
- -----------------------------------------------------------------------------------------------------------------
Charles County                      72.7             101.2           109.7            3.9202            2.7997
- -----------------------------------------------------------------------------------------------------------------
Stafford County                     40.5              61.2            74.2            5.1111            7.0806
=================================================================================================================
Outer Suburban Area                486.7             700.5           791.1            4.3929            4.3112
=================================================================================================================
METRO AREA TOTAL                  3250.8            3923.6          4148.4            2.0696            1.9098
=================================================================================================================
</TABLE>

            Source: U. S. Census Data and 1994 Estimate Provided By Equifax
                    National Decision Systems, Inc.

            Note: The list of municipalities corresponds to the DC-VA-MD MSA
                  prior to the December 31, 1992 expansion.

      We noted earlier that the District of Columbia actually lost population
over the past ten years while the suburban areas actually grew. It is important
to note, however, that this phenomenon is being seen in most major metropolitan
areas in the United States. Nevertheless, in relative terms, the population
decreases in Washington, D.C. versus population increases in suburban areas are
significantly less than that seen in other parts of the country, thus attesting
to the continuing strength and viability, albeit somewhat lessened given the
more recent recessionary trends, of the metropolitan area's inner city.

Age Distribution

      As can be seen in the following chart, the percentage of the region's
infant and elderly populations increased between 1980 and 1990. Interestingly,
however, the number of working aged residents increased the most in absolute
numbers. The number of youths and teenagers shrank. The table on the following
page displays the data.

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                                      -11-
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                                                               Regional Analysis
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    ==========================================================================
                            Population Trends By Age
                        (Council of Governments Members)
    ==========================================================================
                                   1980               1990           % Change
    ==========================================================================
      0 to 4 Years                 192,372            262,578           +36.5%
    --------------------------------------------------------------------------
     5 to 17 Years                 636,733            585,949            -7.2%
    --------------------------------------------------------------------------
     18 to 64 Years               2,020,989         2,509,056           +24.1%
    --------------------------------------------------------------------------
     Over 65 Years                 235,875            317,538           +34.6%
    ==========================================================================

      Source: 1980 and 1990 Census Data; Metropolitan Washington Council of
              Governments: Where We Live: Housing and Household Characteristics 
              in the Washington Metropolitan Region, April, 1993.

      The District of Columbia was the only major jurisdiction to lose working
age adults (down 1.9 percent). The largest gains among working age adults were
in the inner suburbs of Montgomery and Prince George's County in Maryland and
Arlington, Fairfax, and Loudoun Counties in Virginia. The increases in the
elderly population were spread across all municipalities.

      As of the 1990 Census, the population was distributed with 21 percent
under 30 years, 39 percent between the ages of 30 and 49 years, and 12 percent
between 50 and 64 years of age. These are the key working age groupings.

Employment and The Economy

      The employment picture has a very significant effect on the demand for
real estate. High unemployment rates and business downsizing, for example,
reduce the number of households able to buy homes. Similarly, a growth economy
creates increasing demand for goods and services. This section will review the
recent trends and the outlook for employment in the Washington, D.C. region.

Employment Characteristics

      The table on the next page shows the area's total employment as a percent
of total employment for each industry group for the past eight years, and the
year-to-year growth rates in total employment.

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                                                               Regional Analysis
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<TABLE>
<CAPTION>
======================================================================================================================
                                              Non-Agricultural Employment
                                           Percent Share of Total Employment(%)
======================================================================================================================
  Industry                   1988       1989       1990      1991    1992      1993     1994       1995         Annual
                                                                                                   (Dec)        Growth
======================================================================================================================
<S>                           <C>        <C>       <C>       <C>      <C>       <C>      <C>        <C>           <C>
Manufacturing                 4.1        4.0       3.9       3.8      3.6       4.0      3.9        4.9           2.4
- ----------------------------------------------------------------------------------------------------------------------
Construction                  6.6        6.6       6.0       4.8      4.4       4.4      4.8        4.0          -4.9
- ----------------------------------------------------------------------------------------------------------------------
T.C.U.(1)                     4.9        4.9       4.8       4.8      4.7       4.5      4.6        4.5          -1.0
- ----------------------------------------------------------------------------------------------------------------------
Wholesale Trade               3.6        3.5       3.5       3.4      3.3       3.3      3.3        3.2          -1.4
- ----------------------------------------------------------------------------------------------------------------------
Retail Trade                 16.2       16.1      15.9      15.6     15.4      15.6     15.7       16.6           0.3
- ----------------------------------------------------------------------------------------------------------------------
F.I.R.E.(2)                   5.9        5.8       5.9       5.9      5.8       5.7      5.9        5.5          -0.8
- ----------------------------------------------------------------------------------------------------------------------
Services                     32.4       33.0      33.7      34.3     34.9      35.1     35.4       36.3           1.5
- ----------------------------------------------------------------------------------------------------------------------
State Government              3.7        3.6       3.6       3.6      3.6       3.7      3.6        3.4          -1.0
- ----------------------------------------------------------------------------------------------------------------------
Local Government              6.0        6.1       6.4       6.7      6.7       6.9      6.9        7.3           2.7
- ----------------------------------------------------------------------------------------------------------------------
Federal Government           16.6       16.4      16.3      17.1     17.5      16.8     15.9       14.4          -1.7
- ----------------------------------------------------------------------------------------------------------------------
   Total Employment         2,167      2,226     2,242     2,190    2,186     2,317    2,373      2,425           1.5
      (Thousands)        
======================================================================================================================
Yr-to-Yr Growth(%)            N/A       +2.7      +0.7      -2.3     -0.2      +5.6     +2.4       +2.2           N/A
======================================================================================================================
</TABLE>

      (1) Transportation, Communications, Utilities
      (2) Finance, Insurance, Real Estate

      Source: U.S. Department of Labor, Bureau of Labor Statistics, Wage and
              Salary Employment, 1988-1993; Obtained From the District of 
              Columbia Department of Employment Services

      The region enjoyed a period of unusual growth during the 1980s. The peak
year for job growth in the region was 1984, when growth reached 107,000 jobs.
The growth fell to 100,000 in 1985, and to 82,000 jobs in 1986. From 1986 to
1988, job growth settled at around 80,000 to 90,000 jobs per year, or in the
four percent range. Job growth dropped to 59,500 jobs (2.9 percent) in 1989, and
declined by another two percent to only 15,900 jobs in 1990. By this time, the
economy was being affected by the national recession with the area's total
employment declining by 52,100 jobs (minus 2.3 percent) in 1991 and remaining
relatively flat in 1992. From 1992 to 1993, however, the area experienced 5.6
percent growth. This growth was found in the suburban areas as opposed to the
District of Columbia and was evenly distributed through all industry types. The
average growth rate for the 1988 to 1995 period reflects a 1.5 percent per year
average.

      During 1994, employment in Northern Virginia grew by a strong 3.5 percent
but in the Maryland suburbs, the figure was only 2.1 percent while for the
District of Columbia it was less than 1 percent. Job growth in the region fell
below the average for the nation of 2.5 percent.

      Although the federal government has historically been the major employer
in the region, its share of employment has remained around 15 to 17 percent. The
aggregate federal employment grew at an average annual rate of 1.7 percent
between 1988 and 1995 and was 14.4 percent of total civilian employment in 1995.

      The most dramatic change in employment in the Washington area has been in
the private sector, particularly the emergence of the service industry as the
fastest growing and now largest employment opportunity. In 1960, the services
industry employed 18 percent of all non-agricultural workers and has grown to
36.3 percent by 1995. Retail and wholesale trades have

================================================================================


                                      -13-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

maintained a steady portion of total employment, thus indicating that employment
in these sectors expands and contracts with the economy.

      Construction employment fell dramatically in 1991. The construction boom
of the late 1980s came to an abrupt halt by late 1990, and the percent share of
employment held by the construction sector fell from 6.6 percent in 1988 and
1989 to 4.0 percent in 1995. The average annual rate of decline over the period
was 4.9 percent.

      We noted earlier a growing diversification of the area's employment base.
The following list of major employers in the Washington area reflects the
growing diversity of the local economy, the continuing influence of educational
institutions, and the emergence of service-oriented firms.

            =========================================================
                            Largest Private Employers
                     Ranked by Total Employees in Metro Area
            =========================================================
                                                           Metro Area
            Rank      Company Name                         Employees
            =========================================================
             1    Inova Health Systems                       9,500
             2    Hechts                                     8,000
             3    Medlantic Healthcare Group                 6,000
             4    Long & Foster Real Estate                  5,300
             5    Shoppers Food Warehouse                    3,800
             6    Booz Allen & Hamilton                      3,100
             7    Dyncorp                                    3,000
             8    Holy Cross Hospital                        2,300
             9    Providence Hospital                        2,000
             10   Alexandria Hospital                        1,742
            =========================================================
           
            Source: Washington Business Journal, November 17-23, 1995

      If the federal government were included in the above list, the Department
of Defense would be the largest local employer, with over 86,000 employees. The
next closest is the Department of Health and Human Services with over 30,000
employees. The Treasury, Justice, Postal Service, and Commerce Departments all
have over 20,000 employees, and are larger individual employers than any other
local private firm.

      The local governments are also major employers in the region. For example,
the City of Alexandria had over 5,100 employees between the city government,
Alexandria Hospital, and the public school system. Arlington, Fairfax, and
Loudoun Counties have, respectively, over 6,800, 25,500, and 3,900 employees for
the same functions. Montgomery County and Prince George's Counties are similarly
large local employers.

Unemployment Rates

      According to the Census reports, the Washington region has one of the
highest labor force participation rates in the country, with more than 75
percent of the population between the ages of 16 and 65 being part of the labor
pool. This is ten percent higher than the national average.

================================================================================


                                      -14-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      For most of the 1980s, the demand for workers was increasing at a faster
rate than the number of workers in the area, causing a labor shortage. The 1991
through 1993 recession, however, halted job growth in the area and drove up
unemployment rates. The related statistics are summarized below.

<TABLE>
<CAPTION>
==================================================================================================
                                      Unemployment Rates
==================================================================================================
Year            1988       1989       1990       1991       1992     1993      1994          1995
                                                                                             (Nov)
==================================================================================================
<S>             <C>       <C>         <C>        <C>        <C>      <C>       <C>           <C> 
Washington      2.9%      2.7%        3.4%       4.5%       5.0%     4.5%      4.1%          3.9%
MSA                                                                         
- --------------------------------------------------------------------------------------------------
United          5.5%      5.3%        5.5%       6.7%       7.4%     6.8%      6.1%          5.3%
States
==================================================================================================
</TABLE>

      Source: Metropolitan Council of Governments: Economic Trends in
              Metropolitan Washington. 1988-1991 (The unemployment rates are not
              seasonally adjusted.) Updated Figures including 1992 through
              year-to-date 1995 obtained from the District of Columbia 
              Department of Employment Services.

      The outlook for employment in the region continues to be strong despite
the recent recession. Obviously, federal and local government employment is a
major contributor to the region's stability. Most of the swings in employment
have been experienced in the construction trades and retail employment. These
last two sectors are expected to remain soft for the next few years with slow
gains made as the economy stabilizes and demand for new housing and commercial
construction increases.

      Employment Outlook

      The Greater Washington Research Center reported that growth in the
Washington area economy finally returned during the latter part of 1993 after
staggering through the previous six years. In early 1994, most of the nine
indicators that the research group uses to track the health of the economy and
to predict its direction were up, the only exception being the employment index
which showed the number of jobs increasing at a pace somewhat slower than the
seasonal norm. On the positive side, however, the number of jobs increased by
the largest margin since mid-1993. Job gains in the private sector seem to be
leading those in the government.

      The indicators utilized by the Research Center seem to suggest that the
economy is continuing to gain strength. However, the level of improvement still
falls short of generating the number of jobs the Washington area produced during
the boom of the 1980s. The number of jobs in the area increased by 18,900 in
March but the total number of jobs so far this year is still short of
pre-recession peak employment.

      Job gains have been concentrated in the government and service sector,
with employment in retailing and construction still relatively depressed. The
new jobs numbers may be understated because they don't include self-employment.
In addition to employment, other guideposts to the state of the region's
economic health - airport boardings, classified advertising lineage and the
national consumer confidence index - all improved in 1994.

      Even though the recovery in the Washington area may be slow, the region is
strong economically. The office vacancy rate in the Washington area is below
that in most

================================================================================


                                      -15-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

metropolitan areas and unemployment is lower than the national average. The
indicators that the Greater Washington Research Center uses to forecast economic
growth six to nine months from now were up as well, albeit less strongly.

      Increases in the sales of durable goods, in the number of business
telephone lines installed, in housing sales, in the Johnston, Lemon Index of
local stocks and in the national leading index, produced a modest gain of 0.09
percent in March.

      Overall, the region's 1993 performance was described as a year of recovery
as evidenced by the net increase in wage and salary jobs, with the services and
government sectors adding the most positions. For 1994 through 1996, we
witnessed further employment gains for the region and a strengthening economy,
as the recovery broadened and deepened.

      Household Demographics

      One of the more important demographic factors influencing the demand for
goods and services is the household. The household is the basic consuming unit
in the housing market. It is defined by the U.S. Census as a person or group of
people who jointly occupy a dwelling unit and who constitute a single economic
unit for the purposes of meeting housing expenses. The household unit can be a
family, two or more individuals living together, or a single person.

      The historical household growth patterns help define the region and are
shown in the following table. The forecasts were published by Equifax National
Decision Systems and were tabulated for them by an econometric modeling service
associated with a major university.

      The figures show that the number of households in the region grew at an
average annual rate of 2.4 percent during the 1980s. The rate has slowed to
about 2.1 percent per year for 1990 through 1994, and is projected to slow to
about 1.5 percent for the next five years. As with the population figures
presented earlier, household formation has become negative in the District of
Columbia. However, the inner suburbs have showed continued growth with the
strongest counties being Fairfax and Prince George's. The outer suburbs had the
strongest 1980s and early 1990s growth rates, but are projected to slow to an
average annual rate of 2.6 percent.

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                                      -16-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
==============================================================================================================================
                                                              Household Changes
                                                    1990 Census Estimates Versus 1980 Census
==============================================================================================================================
                                                   Households                                    Annual Average
     Jurisdiction                                  (Thousands)                                   Growth Rate (%)
                                  ============================================================================================
                                                                                                       1990-         1993-1999
                                   1980           1990       1994         1999            1980-       1994 Est.         Fcst
                                                             Est.         Fcst            1990
==============================================================================================================================
<S>                                <C>          <C>          <C>          <C>              <C>           <C>             <C>
District of Columbia               253.1        249.6        240.8        231.1           -0.1          -0.9            -0.8
- ------------------------------------------------------------------------------------------------------------------------------
Arlington County                    71.6         78.5         79.2         80.0            1.0           0.2             0.2
- ------------------------------------------------------------------------------------------------------------------------------
City of Alexandria                  49.0         53.3         56.1         58.2            0.9           1.3             0.7
==============================================================================================================================
Central Jurisdictions              373.7        381.4        376.1        369.3            0.2          -0.3            -0.4
==============================================================================================================================
Fairfax County                     205.2        292.3        331.3        373.7            4.3           3.3             2.6
- ------------------------------------------------------------------------------------------------------------------------------
City of Fairfax                      6.9          7.4          7.8          8.1            0.7           1.4             0.8
- ------------------------------------------------------------------------------------------------------------------------------
City of Falls Church                 4.3          4.2          4.3          4.4           -0.2           0.6             0.5
- ------------------------------------------------------------------------------------------------------------------------------
Montgomery County                  207.2        282.2        304.6        326.5            3.6           2.0             1.4
- ------------------------------------------------------------------------------------------------------------------------------
Prince George's Cnty               224.8        258.0        281.7        308.1            1.5           2.3             1.9
==============================================================================================================================
Inner Suburban Area                648.4        844.1        929.7      1,020.8            3.0           2.5             2.0
==============================================================================================================================
Loudoun County                      18.7         30.5         35.3         39.1            6.3           3.9             2.2
- ------------------------------------------------------------------------------------------------------------------------------
Prince William Cnty                 43.8         69.7         81.7         93.8            5.9           4.3             2.9
- ------------------------------------------------------------------------------------------------------------------------------
Cities of Manassas/                  6.9         11.7         14.3         17.0            7.0           5.6             3.8
Manassas Park
- ------------------------------------------------------------------------------------------------------------------------------
Frederick County                    37.5         52.6         59.8         66.0            4.0           3.4             2.1
- ------------------------------------------------------------------------------------------------------------------------------
Calvert County                      10.7         17.0         20.6         23.4            5.9           5.3             2.7
- ------------------------------------------------------------------------------------------------------------------------------
Charles County                      21.4         32.9         37.6         42.0            5.4           3.6             2.3
- ------------------------------------------------------------------------------------------------------------------------------
Stafford County                     12.2         19.4         24.3         27.9            5.9           6.3             2.0
==============================================================================================================================
Outer Suburban Area                151.2        233.8        273.6        309.2            5.5           4.3             2.6
==============================================================================================================================
REGION TOTAL                      1173.3       1459.3       1579.4       1699.3            2.4           2.1             1.5
==============================================================================================================================
</TABLE>

      Source: U.S. Census Data Provided By National Decision Systems, Inc.

      Note: The list of municipalities corresponds to the DC-VA-MD MSA prior to
            the December 31, 1992 expansion.

================================================================================


                                      -17-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      The key items relating to Household (HH) Income and Statistics relating to
persons per dwelling unit (DU) are summarized below.

<TABLE>
<CAPTION>
========================================================================================================
                        Selected Household Demographics for the Metropolitan Area
========================================================================================================
     Category               1990            1995            2000            % Change           % Change
                                           Estimate        Forecast         1990-1995          1995-2000
========================================================================================================
<S>                     <C>                <C>            <C>              <C>               <C>  
Average HH Income         $55,693          $67,747         $89,806             21.6%             32.6%
- --------------------------------------------------------------------------------------------------------
Median HH Income          $46,196          $55,684         $68,889             20.5%             23.7%
========================================================================================================
Population by HH        % Family HH         81.1%           % Non-             16.4%
Type (1990)                                               Family HH
========================================================================================================
  No. Of Persons            One              Two            Three              Four          Five or More
========================================================================================================
Persons Per DU             24.9%            30.8%           18.5%              15.3%             10.5%
(% of Total)
========================================================================================================
  Characteristics:       Single Male        Single          Married        Other Family       Non-Family
                                            Female          Couple             Head              Head
========================================================================================================
HH Type (% of              10.5%            14.4%           51.7%              15.4%             8.0%
Total)                                                 
========================================================================================================
</TABLE>

      Source: U.S. Census Data and Projections Provided by Equifax National
              Decision Systems, Inc.

      Since 1980 there has been a drop in household size and, correspondingly, a
growth in the number of non-family households. Married couples continue to
represent over 50 percent of the total households. Single person households grew
at an annual rate of 2.5 percent and non-family households grew at an annual
rate of 6.1 percent during the last decade while single parent households grew
at an annual rate of 3.0 percent during the 1980s. The growth in the single
person and non-family household categories of households contributes to housing
demand, which generates demand across the economy.

      Another important issue affecting the demand for real estate is household
income. The following table shows the percent distribution of income within the
different jurisdictions.

================================================================================


                                      -18-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
=====================================================================================================================
                                     1994 Percent Distribution of Household Income
=====================================================================================================================
   Jurisdiction                        Less Than        $25-         $35-         $50-        Over           No. Of
                                          $25K          34.9K        49.9K        74.9K       $75K          Household
=====================================================================================================================
<S>                                       <C>         <C>           <C>           <C>         <C>            <C>    
District of Columbia                      33.4        13.3          15.6          16.5        21.2           240,777
- ---------------------------------------------------------------------------------------------------------------------
Arlington County                          17.0        11.2          17.2          22.3        32.3            79,254
- ---------------------------------------------------------------------------------------------------------------------
City of Alexandria                        17.4        13.4          21.0          22.0        26.3            56,113
=====================================================================================================================
Central Jurisdictions                     27.9        12.8          16.7          18.4        24.2           378,144
=====================================================================================================================
Fairfax County                             8.5         6.6          12.5          26.2        46.1           331,334
- ---------------------------------------------------------------------------------------------------------------------
City of Fairfax                           13.4        10.2          15.3          30.7        30.4             7,775
- ---------------------------------------------------------------------------------------------------------------------
City of Falls Church                      15.5         8.7          15.0          23.8        37.0             4,284
- ---------------------------------------------------------------------------------------------------------------------
Montgomery                                13.0         8.7          14.6          22.8        40.9           304,627
- ---------------------------------------------------------------------------------------------------------------------
Prince George's                           18.2        13.2          20.0          26.4        22.6           281,732
=====================================================================================================================
Inner Suburban Area                       12.9         9.3          15.5          25.2        37.1           929,752
=====================================================================================================================
Loudoun County                            10.8         8.0          17.0          32.6        31.5            35,267
- ---------------------------------------------------------------------------------------------------------------------
Prince William County                     10.4         9.2          19.8          33.6        27.1            81,669
- ---------------------------------------------------------------------------------------------------------------------
Cities of Manassas/                       27.5        28.4          53.3          57.4        33.5            14,340
Manassas Park
- ---------------------------------------------------------------------------------------------------------------------
Frederick County                          20.4        13.0          22.6          26.6        17.4            59,763
- ---------------------------------------------------------------------------------------------------------------------
Calvert County                            15.7        10.5          18.4          29.3        26.2            20,596
- ---------------------------------------------------------------------------------------------------------------------
Charles County                            17.0         9.9          20.1          28.5        24.4            37,600
- ---------------------------------------------------------------------------------------------------------------------
Stafford County                           15.1        11.4          22.3          29.7        21.5            24,312
=====================================================================================================================
Outer Suburban Area                       15.3        11.0          20.0          30.8        22.9           273,547
=====================================================================================================================
Totals                                    16.8        10.5          16.1          24.7        31.9         1,581,443
=====================================================================================================================
</TABLE>

      Source: Equifax National Decision Systems, Inc.

      The metropolitan area as a whole shows a heavy distribution of households
with incomes on the high end of the range. Over 55 percent of the households
have an annual income over $50,000 per year and the highest grouping is those at
$75,000 per year or higher (31.9 percent).

      This relationship is not true of the central jurisdictions and the outer
suburban areas where the highest concentration of households is in the $50,000
to $75,000 per year range. The inner suburban areas, however have an
overwhelming percentage of households - 37.1 percent in the over $75,000 per
year range.

Summary

      The long-term outlook for the metropolitan Washington area continues to be
good. The expanding population of the area indicates an increase in demand for
goods and services. The trend toward smaller household sizes provides additional
demand pressures for new housing. The major factors affecting real property
values are sound, and future trends appear to point toward continued economic
vitality for the region.

      In the short term, the region has experienced the effects of the recent
recession. Total employment in the region declined during the recent recession.
However, unemployment levels were moderated by the influence of federal and
local government employment and contracts for

================================================================================


                                      -19-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

services. The Washington region continues to have one of the lowest unemployment
levels in the United States.

      Overall, we believe that 1997 will be a period of continued moderate
growth and steady improvement in the underlying factors affecting the real
estate markets. More importantly, we do not anticipate any further downturn in
the local economy on the scale of what has occurred in other regions of the
country. Many local economists and developers are signaling their belief that
the real estate market is strengthening.

      Real estate values are volatile in this climate, with some property values
on the increase while other areas remain stable. For the short-term, we expect
that real estate values will show improvement in value in certain sectors. For
the long-term, the market appears to be sound, with strong demographics and
reasonable prospects for increasing values in the future.

================================================================================


                                      -20-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          OFFICE MARKET ANALYSIS
================================================================================

Investment Market

      The investment market in the metropolitan Washington area has been active
as 21 office buildings sold for more than $10 million in 1996 following 25
buildings during 1995. Within Washington, D.C. itself, seven buildings sold for
over $10 million at an average price of $202 per square foot. The composition of
investors in the metropolitan Washington area is largely institutional,
consisting mainly of insurance companies, pension funds and fund advisors. In
addition, the market has seen increased investment activity from offshore
capital sources and individual syndicates.

      With a higher concentration of available capital, the metropolitan market
has experienced rising prices on average. For example, most recently, a true
trophy property developed by Copley and Prentiss Properties (1301 K Street) sold
for $306 per square foot. Another similar quality building built by Manulife
(1350 Eye Street) was purchased for almost $350 per square foot. In 1994, the
Government of Singapore Investment Corporation purchased the 242,000-square
foot office building at 901 E Street, NW, for $66 million, or $272 per square
foot. These sales provide evidence that the metropolitan Washington office
market continues to be among the more desirable markets in the nation for
institutional investment.

Metropolitan Office Market

      Supply and Demand Factors

      In order to report on the state of the office market and to project future
trends, we have collected information on the metropolitan Washington Office
Market, the relevant submarket and the office projects that compete directly
with the subject. Cushman & Wakefield of Washington, D.C., maintains a database
comprised of multi-tenant office buildings of at least 20,000 square feet. The
following categories of buildings are specifically not included in our survey:
medical and professional buildings, government buildings, owner-occupied
projects and office/ showroom/ warehouse complexes. Cushman & Wakefield also
produces a quarterly Office Market Survey entitled Metropolitan Washington, D.C.
Office Market Report. Additional information was obtained through conversations
with knowledgeable market participants.

      The metropolitan Washington, D.C. office market includes the following
jurisdictions: the District of Columbia, Arlington and Fairfax Counties and the
City of Alexandria in Northern Virginia and Montgomery and Prince George's
Counties in Suburban Maryland. The market contains over 200 million square feet
of privately owned office space distributed among 31 submarkets within the seven
jurisdictions. The District of Columbia contains 39 percent of the metro area's
total square footage. The following table presents the geographic distribution
of the office inventory in the metropolitan area, along with other statistical
data:

================================================================================


                                      -21-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
==================================================================================================
                                 Geographic Distribution of Inventory
                                Metropolitan Washington Office Market
                                          First Quarter 1997
==================================================================================================
Jurisdiction             Inventory      Overall         SF Under       Weighted Avg.     Y-T-D Net
                         SF (000)       Vacancy       Construction       Class A        Absorption
                                                                       Rental Rate
==================================================================================================
<S>                        <C>           <C>           <C>                <C>              <C>   
Washington, D.C.           80,523        12.7%         1,983,260          $35.09           55,852
Arlington County           24,995         6.3%           153,000          $26.34          239,351
Alexandria                 12,120         5.4%                 0          $22.49            1,791
Fairfax County             48,090         6.4%           510,000          $23.15          512,052
Loudoun County              2,355         4.9%            73,500          $17.75           (3,120)
Montgomery County          32,140        10.2%                 0          $19.80          512,059
Prince eorge's County      10,128        18.2%                 0          $18.85           73,603
- --------------------------------------------------------------------------------------------------
 Total                    204,350        10.0%         1,983,260          $27.69        1,391,588
==================================================================================================
</TABLE>

      As of the end of 1996, the overall vacancy rate stood at 10.8 percent,
reflecting both direct vacancies and sublet space, continuing a slow recovery
from the end of year 1992 vacancy of 14.7 percent. Although the Washington
region is now and has over the past experienced generally higher overall
occupancies levels than most major metropolitan areas in the United States, the
current statistics, as presented in this section, reflect recent trends which in
general, support only limited optimism for an overall improving market as a
whole. Specifically, the Class A market appears sound, but there are unsettling
currents affecting older buildings throughout the city.

      Furthermore, build-to-suit activity on the part of the World Bank and the
International Monetary Fund (IMF) will likely prove problematic over the next
couple of years, particularly in the Class B and C properties in the city's
Central Business District office submarket (submarket boundaries will be defined
later in this section). Also, the issue of government downsizing, both locally
and nationally, cannot be dismissed lightly. The 1994 Congressional election
brought the first change in the control of both Houses of Congress in 40 years.
Thus, it is difficult to reliably predict the upshot. Accordingly, at the very
least, caution is in order as we are traveling uncharted territory. These issues
are discussed in greater detail later in this section.

      As noted above, there are positives in the market. We do expect Class A
properties to fair well over the near term. As will be repeatedly indicated in
the following discussion, there appears to be a continuing shortage of Class A
office space and a plethora of Class B and C space.

      The following table presents the historical vacancy, rental rate and
absorption data, showing a steadily declining vacancy rate and a possible
increase in rents:

================================================================================


                                      -22-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
================================================================================================
                                      Historical Data
                           Metropolitan Washington Office Market
                                        1992 - 1996
================================================================================================
Year     Inventory SF (000)    Vacancy        SF Under        Rental Rate      Net Absorption SF
                                          Construction
================================================================================================
<C>           <C>               <C>         <C>                  <C>                 <C>      
1992          204,427           14.7%       2,301,986            $22.80              2,833,422
1993          205,629           13.5%         874,631            $21.38              3,763,144
1994          206,337           12.7%       2,124,631            $21.44              2,319,175
1995          206,794           12.3%       1,004,272            $21.75              2,642,126
1996          212,389           10.8%       1,878,016           Class A              2,921,573
                                                                 $27.35
================================================================================================
         Annual Averages                    1,636,707                                2,895,888
================================================================================================
</TABLE>

      The above table presents several important changes: the inventory
increased by the inclusion of Loudoun County in the first quarter 1996; the
square footage under construction jumped dramatically as new build to suits
commenced. As the economy continues to improve, we anticipate a slow return to
development.

Demand for Office Space

      As shown above, the overall vacancy has been gradually declining. The
office market is demonstrating improvement, although it varies from market to
market. Northern Virginia and Fairfax County specifically continue to be the
strongest submarkets with low vacancies and strong absorption. In contrast,
Washington, D.C. has demonstrated weak absorption and stable vacancy rates.

      Traditionally, the office market's vigorous leasing activity has been
supported by the growth of the white collar employment base. Additionally, one
of the major players in the local market is the federal government (largely the
General Services Administration or GSA) which leases just over 20 percent of the
office space in the metropolitan area. Government leasing has historically
accounted for about 40 percent of gross leasing activity, but dropped to the 25
percent range in 1993 before falling to less than ten percent in 1994 and 1995
and then rising above ten percent in 1996. Furthermore, due to the new political
climate in Washington and continuing efforts to cut the size of the federal
government, future absorption projections are uncertain.

      In July 1996, GSA announced that government agencies will be allowed to
control their own leasing using outside third party vendors, if they prefer. It
is too early to tell what effect this will have on overall government leasing,
but the change in the status quo is worth noting.

      Government activity notwithstanding, the primary influence on net office
absorption is job formation, in particular, white collar employment. An
historical summary of office type employment is shown in the following table,
encompassing the categories of Government, Finance, Insurance, Real Estate
(FIRE), Transportation, Communications, Utilities (TCU) and Services. The
compound annual growth rate from 1984 to 1994 was 3.0 percent. However, real
growth occurred only in the 1984 to 1989 time frame with 5.0 percent compound
growth rate while there was very modest compounded job growth of 1.6 percent
from 1989 to 1994. In 

================================================================================


                                      -23-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

contrast, the future job growth over the next ten years is expected to be 6.6
percent for the Service sector, 1.3 percent for the Finance, Insurance & Real
Estate sector and 1.4 percent for the Government sector. Obviously, the
projection for growth in the Government sector merits caution as previously
addressed.

================================================================================
                             Metropolitan Washington
                            Office Related Employment*
                                    1987-2004
================================================================================
Year               Total             New Jobs Created Over       Net Office
                Employment               Previous Period         Absorption
                  (000s)                    (000s)            (000s Square Feet)
================================================================================
1987              1,500.6                       N/A                       N/A
1988              1,545.5                      44.9                       N/A
1989              1,604.3                      58.8                       N/A
1990              1,639.1                      34.8                       N/A
1991              1,641.0                       1.9                     3,317
1992              1,661.0                      20.0                     2,733
1993              1,686.5                      25.5                     3,753
1994              1,739.8                      53.5                     2,319
1995              1,812.6                      72.8                     2,642
1999              2,155.3                342.7 or 68.5/yr
2004              2,688.6                533.3 or 106.7/yr
================================================================================
Source: The WEFA Group - Regional Economic Service, Spring 1994; Net Absorption
data from C&W
* Service, FIRE, TCU and Government sectors
================================================================================

      For the years for which data is available, the table also shows the
historical relationship between job formation and office absorption in the
metropolitan area. Coinciding with the depths of the recession, the 1991 job
growth of only 1,900 jobs corresponded with a healthy absorption of 3.3 million
square feet. We would typically expect lower absorption in years with little job
growth. Possibly the low absorption was due in part to the high level of job
growth in the immediate preceding years. In the following years, net absorption
fluctuated between 2,319,000 to 3,753,000 square feet against a steadily growing
job formation trend.

      Perhaps having some effect on the data is the national and local pattern
of corporate down-sizing and consolidation, leaving less office space per
employee. As one observer recently put it, "historically, 250 square feet per
office employee was the standard rule-of-thumb ratio. Today, this ratio is
working itself down to 160 feet per employee." A recent market example of this
trend is AT&T's current target of 180 square feet of net rentable area per
employee, down from 200 square feet a few years ago. Also, the federal
government is now targeting less than 150 feet per employee.

      Although the above statistics produce unclear trends, the relationship
between white collar job formation and net office space absorption, while not
always obvious, is a key component of the demand side of the office space
equation. With regular job growth, net absorption will occur and gradually draw
down the supply of vacant office space, albeit probably at a slower pace than
history would suggest.

================================================================================


                                      -24-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      The number of years' supply of available space is one method of evaluating
the relative health of a market. If one defines market equilibrium to be
occupancy in the 95 percent range, then about 5.0 percent of the total inventory
needs to be absorbed in order to achieve equilibrium (or about 10.2 million
square feet). This is calculated by subtracting from the overall vacancy rate
the defined 5.0 percent stabilized vacancy. Assuming a future absorption rate
equal to the past five year average annual net absorption of 2.9 million square
feet, an approximate 3.5 year supply of vacant office space (all classes) is
indicated. This issue is discussed in greater detail once we look at the more
distinct Washington, D.C., market versus the metropolitan area as a whole.

      Until recently, an exodus of businesses from the District to the suburbs
compounded the recent downward absorption cycle. The exodus was attributable to
the continuing cost cutting in large regional and national firms which fled the
higher rates of the downtown market. Even so, the overall strength of the
Washington area, based primarily on the influence of the federal government,
should not be ignored. In addition, as occupancies increase and asking rental
rates in the preferred close-in suburbs rose dramatically, the cost spread
between downtown and the suburbs narrowed and seemingly stanched the outflow of
major tenants.

      Nevertheless, within the Central Business District Submarket (CBD) of the
downtown office district in Washington, D.C., an ominous cloud threatens
prospective leasing for the next several years. This is particularly true for
Class B and C buildings. As previously alluded to, the World Bank and IMF will
have new headquarters buildings operational by 1997 and 1998. As these and other
related tenants leave their CBD space, most of which is Class B, an additional
1.5 million square feet will become available, just within the next 12 months.
While this is not expected to severely impact Class A buildings, it will
definitely prove problematic for the Class B sector and likely disastrous for
Class C and D buildings, over the short term at least.

      In the final analysis, we anticipate a return to equilibrium in the
metropolitan Washington office market only after the turn of the century. We
have defined this equilibrium in terms of occupancy and market rents with
stabilized occupancy in the 95 percent range, and market rents at sufficient
levels to support new construction. We expect the phenomena of free rent and
above standard concessions to generally disappear over the next several years
with market rents and the overall level of economic growth again achieving some
sort of parity prior to the turn of the century. The exception may be the older
Class C and D product, assuming it will rent at all.

Rental Rates

      Based on Cushman & Wakefield's survey of market rents, the weighted
average asking rental rate drifted downward from 1991 to 1993 when it appears to
have reversed directions. The following chart demonstrates the trend in overall
rental rates since 1991. Note that Class A rates have been steadily rising as a
result of the shrinking inventory of available space.

================================================================================


                                      -25-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

                  ===============================================
                      Overall Weighted Average Rental Rates
                    Washington Metropolitan Area Office Market
                               1991 - 1st Qtr 1997
                  ===============================================
                  Year         Class A Rental      Overall Rental
                                Rates per SF       Rates Per SF
                  ===============================================
                  1991              N/A               $23.34
                  1992              N/A               $22.80
                  1993             $21.88             $21.38
                  1994             $23.25             $21.44
                  1995             $25.07             $21.75
                  1996             $27.35             $23.07
                  1997             $27.69              N/A
                  ===============================================

      Recent rental trends show signs of improvement in many submarkets,
particularly in Northern Virginia. Further, an increasing portion of the
remaining available Class A and B space is commonly referred to as back space,
including inferior back office space with poor or no window lines, encumbered
space, and less desirable configurations. The encumbered space includes Class A
premises that are encumbered by existing tenants through expansion options.
Overall, this back space is less desirable, has lower asking rates, and tends to
be the last areas leased, all of which tends to skew the average asking rents
downward. The reality is that the better Class A space is likely achieving
higher rates than the statistics indicate.

      The lack of significant new construction, coupled with positive, albeit
slower absorption, has led to a shortage of large blocks of Class A office space
in the preferred submarkets. The emergence of back space is one indicator of
this trend as is the recently completed speculative building at 1900 K Street in
the CBD and other build to suits in the downtown area. Given the lack of overall
speculative development, coupled with overall positive absorption, we do not
anticipate any further decline in rental rates.

      Regarding the issue of rent spikes, we have recently observed above
average rent jumps in some Northern Virginia submarkets and may be seeing the
start of a similar occurrence in portions of Montgomery County, Maryland.
Therefore, we believe real increases in market rental rates are likely over the
next two to three years in selective markets as existing office inventory is
absorbed and before funds for new speculative development become available and
new construction begins. Again, due to the tight supply in some submarkets,
there may be rent spikes for newer space within the next twelve month period.
However, in only some instances has it been clear that investors were willing to
pay for prospective rent spikes.

Summary of Metropolitan Office Market

      Although some submarkets remain soft, the overall vacancy rate continues
to decline, and the remaining available space tends to be less desirable.
Northern Virginia, in particular, is leading the region in net absorption, and
has shown above average increases in rental rates. We believe that over the next
several years, the metropolitan office market should reach a more stabilized
position both from an occupancy and lease rate standpoint. Until equilibrium is
reached, however, overall rental rates for all classes of space will probably
not grow at a compound rate that exceeds the rate of inflation.

================================================================================


                                      -26-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      In contrast, Class A space has demonstrated strength in the overall
market, absorbing clearly more than its fair share of the total market
absorption. While some Class B product may mirror the growth rates for Class A
space, the majority will most likely only experience marginal growth given the
excessive supply of Class B space compared to the demand for it. Finally, most
Class C and D buildings will have difficulty renting at any rate.

Northern Virginia

      The subject property is located in the Fairfax/Oakton/Vienna submarket of
Fairfax County in Northern Virginia. According to the First Quarter 1997
Metropolitan Washington, D.C. Office Market Report, published by Cushman and
Wakefield, Northern Virginia has about 87.5 million square feet of privately
owned office space distributed in four large submarkets, stretching from
Arlington to Dulles International Airport in Fairfax and Loudoun counties. The
following table presents the historical vacancy, rental rate and absorption data
for the Northern Virginia segment of the region. It illustrates steadily
declining vacancy rates and a gradual increase decrease in asking rents over the
past three years despite a reduction in concessions.

<TABLE>
<CAPTION>
========================================================================================
                                 Historical Data
                         Northern Virginia Office Market
                            1992 to 1st Quarter 1997
========================================================================================
Year      Inventory      Overall          Class A            Average             Net
          SF (000)       Vacancy           Asking             Asking          Absorption
                                         Rental Rate       Rental Rate            SF
========================================================================================
<C>        <C>             <C>             <C>                <C>                <C>    
1992       82,082          15.6%           $18.09             $17.48             480,448
1993       81,863          13.8%           $17.81             $17.05           1,140,425
1994       81,944          11.0%           $20.04             $17.27           1,877,617
1995       82,409           9.2%           $21.32             $17.65           1,730,313
1996       87,251           7.5%           $23.97             $20.68           1,882,407
1Q 1997    87,560           6.2%           $24.64             $21.19             750,074
========================================================================================
</TABLE>

      It should be noted that the significant increase in inventory in 1996 is
attributed to the inclusion of Loudoun County to the survey. Taken as a whole,
the Northern Virginia office market exhibited an overall vacancy rate of 6.2
percent as of the first quarter 1997. This is down 1.3 percentage points from
year end 1996 when the vacancy rate was 7.5 percent and represents a continued
decrease in vacancy as the amount of available and desirable office space
dwindles.

      Within the various jurisdictions, Fairfax County has the highest vacancy
rate at 6.4 percent, a mere 20 basis points difference from Northern Virginia.
Loudoun County reports a 4.9 percent vacancy here, however, it should be noted
that they also have the lowest amount of inventory. Overall, each jurisdiction
is performing well and contributing to the area's strong performance.

      Since 1994, average asking rental rates have been climbing and reached
$21.19 per square foot in the first quarter 1997, with Class A rents at $24.12
per square foot. Between 1994 and 1996, rents increased between $0.25 and $3.00
per square foot for the market as a whole, with the most significant rent spike
occurring between 1995 and 1996. Since year-end 1996, rents have increased an
additional $0.50 per square foot. Class A rents have spiked at a slightly higher
overall pace, with increases of $1.30 to $2.65 per square foot between 1994 and
1996. Again, the most significant increase occurred between 1995 and 1996. Since
year-end

================================================================================


                                      -27-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

1996, Class A rents have increased an additional $0.70 per square foot. The
following table reiterates historical asking rents for the Northern Virginia
submarket.

                 ================================================
                                  Historical Data
                         Northern Virginia Office Market
                            1992 - First Quarter 1997
                 ================================================
                  Year              Class A             Average
                                    Asking               Asking
                                 Rental Rate          Rental Rate
                 ================================================
                  1992              $18.09               $17.48
                  1993              $17.81               $17.05
                  1994              $20.04               $17.27
                  1995              $21.32               $17.65
                  1996              $23.97               $20.68
                 *1997              $24.64               $21.19       
                 ================================================

      The Fairfax/Oakton/Vienna office submarket is part of Fairfax County. The
county is the largest of the major market segments in Northern Virginia, with
48.1 million square feet of office space. Fairfax County represents 54.9 percent
of the Northern Virginia market.

      Fairfax County has six submarkets: Springfield/Seven-Corners/Baileys, City
of Fairfax/Route 50, Fairfax/Oakton/Vienna, Tyson's Corner/McLean,
Reston/Herndon, and Route 28 Corridor/Dulles. Each of these submarkets competes
predominantly within its own boundaries. The following table presents the
geographic distribution of the office inventory in Fairfax County, along with
other statistical data.

<TABLE>
<CAPTION>
=================================================================================================================
                                      Geographic Distribution of Inventory
                                          Fairfax County Office Market
                                                First Quarter 1997
=================================================================================================================
         Submarket                  Inventory          Direct         Overall           Under          Y-T-D Net
                                                       Vacancy        Vacancy       Construction       Absorption
=================================================================================================================
<S>                                  <C>                <C>             <C>             <C>              <C>   
Springfield/7 Corners/Baileys        3,446,524          14.8%           15.4%                 0           42,568
Merrifield/Route 50                  4,163,635           4.4%            4.8%           150,000           37,290
Fairfax/Oakton/Vienna                8,705,680           6.2%            6.3%                 0          195,130
Tyson's Corner/McLean               17,964,618           4.3%            5.2%            20,140          -71,478
Reston/Herndon                       9,999,213           6.1%            6.7%           102,874           70,381
Route 28 Corridor/Dulles             3,810,532           4.1%            5.5%           300,000          238,161
- -----------------------------------------------------------------------------------------------------------------
Total                               48,090,202           5.8%            6.4%           573,014          512,052
=================================================================================================================
</TABLE>

      The Route 28/Dulles and Fairfax/Oakton/Vienna submarkets experienced the
largest gain in net absorption due to the signing of several large lease deals.
MCI Communications leased 154,000 square feet aon Meadow Wood Lane in the Route
28/Dulles submarket, while Columbia Gas and Mantech leased 45,000 and 40,000
square feet, respectively, in the Fairfax/Oakton/Vienna submarket. There are
currently four office buildings which can accommodate a tenant looking for
100,000 square feet or greater in Fairfax County. These buildings are located in
Fairfax, Herndon, Falls Church, and Tysons Corner. Reportedly, many tenants are
already vying for these blocks of space and several large leases are out for
signature.

================================================================================


                                      -28-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      The Fairfax/Oakton/Vienna submarket, with 8.7 million square feet of
space, has a 6.2 percent vacancy rate as of the first quarter 1997. This is
significantly below the level posted one year prior when the vacancy factor was
13.9 percent (first quarter 1996). Overall, the vacancy rate has been steadily
declining since the beginning of the decade. The submarket is typical of the
county as a whole and should remain competitive into the future.

      The following chart presents historical vacancy, rental rates and
absorption data for the Fairfax/Oakton/Vienna submarket.

================================================================================
                                Historical Data
                   Fairfax/Oakton/Vienna Office Submarket
                           1990 - First Quarter 1997
================================================================================
 Year           Vacancy       Overall Asking Rental Rate      Net Absorption SF
================================================================================
 1990             25.1%                $22.66                      239,663
 1991             29.3%                $19.28                     (387,584)
 1992             27.9%                $15.66                     (61,4532)
 1993             20.3%                $14.27                      438,043
 1994             19.0%                $13.44                      113,272
 1995             13.8%                $13.02                      409,131
 1996              9.1%                $18.32                      525,276
1Q-1997            6.3%                $19.48                      195,130
================================================================================

      As noted, the Fairfax/Oakton/Vienna submarket is one of the medium-sized
submarkets in Northern Virginia. It has been stable compared to the larger
markets and its access to the County offices makes it very attractive.

      As can be seen, there have been significant rent spikes over the last two
years that are directly the result of strong absorption and diminishing
availabilities. Rental rates have risen to the point in other parts of Fairfax
County (Tysons Corner and Reston) that speculative office construction has
begun. The lack of availabilities in this area is likely to be accompanied by
similar construction efforts. As a result, we do not expect to see a
continuation of material rent spikes above normal inflationary trends.

Current Construction Activity

      With continued tenant demand for quality office space and the desire of
many tenants to locate to northern Virginia, this area has already experienced
some speculative development. Fore example, in the Dulles Corridor submarket,
there is currently one project slated for speculative development which s a six
story, 135,000 square foot building scheduled to break ground in September of
this year. This project is adjacent to BDM's build-to-suit located at Reston
Parkway and Sunset Hills Road which is also scheduled to start construction
during September.

Micro Market Analysis

      The subject consists of a 15-year old, seven-story office building located
near the interchange of I-66 and U.S. Route 50 in central Fairfax County. It has
good accessibility to the rest of the county and is rated as a Class B property.

      On the following page, we have listed eight buildings, exclusive of the
subject, containing a total of 1.5 million square feet that are deemed to
compete for tenants within the same

================================================================================


                                      -29-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

submarket. The buildings were selected based on age and non-owner occupied
status. The available space represents only 6.1 percent of this sample. Asking
rents range from $11.00 to $21.00 per square foot, full service.

================================================================================


                                      -30-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                           Competing Office Buildings
                               Micro Market Survey

<TABLE>
<CAPTION>
===================================================================================================================
                                                                                   Average
Rental                                                    Year                      Floor      Quoted Rental Rates
 No.      Name/Address                    Size (SF)       Built      Occupancy      Plate      ($/SF, Full Service)
===================================================================================================================
<S>                                        <C>            <C>          <C>        <C>          <C>         <C>   
 1.       Fair Oaks Plaza                  177,789        1986         95%        22,224       $18.00   -   $18.00
          11350 Random Hills Road                                                                       
          Fairfax, Virginia                                                                             
                                                                                                        
 2.       Headquarters Building             81,000        1986         100%       16,200       $19.75   -   $19.75
          11351 Random Hills Road                                                                       
          Fairfax, Virginia                                                                             
                                                                                                        
 3        Fair Oaks Commerce Center        135,961        1988         100%       22,660       $20.00   -   $20.00
          11320 Random Hills Road                                                                       
          Fairfax, Virginia                                                                             
                                                                                                        
 4        One Monument Place               202,608        1990          91%       25,326       $10.00   -   $21.00
          12150 E. Monument Drive                                                                (LL)   
          Fairfax, Virginia                                                                             
                                                                                                        
 5        Crown Ridge Plaza                188,600        1989         100%       23,575          N/A   -      N/A
          4305 Ridgetop Road                                                                            
          Fairfax, Virginia                                                                             
                                                                                                        
 6        Center Pointe I & II             201,505        1988         100%       18,319       $21.50   -   $21.50
          4000 & 4050 Legato Road          204,000        1990         100%       18,545       $21.50   -   $21.50
          Fairfax, Virginia                                                                             
                                                                                                        
 7        One Fair Oaks                    205,000        1987         100%       16,000       $21.00   -   $22.00
          4114 Legato Road                                                                              
          Fairfax, Virginia                                                                             
                                                                                                        
 8        Fifty West Corporate Center I    203,440        1990         100%       40,688       $22.50   -   $22.50
          3975 Fair Ridge Drive                                                                         
          Fairfax, Virginia                                                                             
                                                                                                        
10.       Fair Lakes Court South           117,500        1988         100%       22,800       $17.50   -   $17.50
          4300 Fair Lakes Court                                                                         
          Fairfax, Virginia                                                                             
                                                                                                        
 9.       Greenwood Plaza                  150,961        1985          87%       18,870       $20.00   -   $25.00
          12150 Lee Jackson Hwy                                                                         
          Fairfax, Virginia                                                                             
                                                                                                        
Subject   Oakwood Centre                   128,353        1982         100%       18,336       $20.00   -   $20.00
          11781 Lee Jackson Hwy                                                                         
          Fairfax, Virginia                                                                             
                                         ---------                   -----
          Totals:                        1,996,717                      98%                             
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -31-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

Neighborhood Analysis

      The subject property is situated at the western quadrant of I-66 and Route
50 (Lee Jackson Memorial Parkway) in an area of Fairfax County generally
referred to as Fair Oaks / Fair Lakes, after the Fair Oaks Regional Mall and the
Fair Lakes planned community. The office building is a part of the complex of
retail, office, hotel, and residential properties surrounding the Fair Oaks
Regional Mall. Oakwood Center is located on the north side of the mall on the
drive that circulates traffic around the mall. The subject's neighborhood can be
defined as an east/west corridor along U.S. Route 50, extending from I-495 to
the east and Centreville Road (Route 28) to the west and extends several miles
on each side of the corridor.

Access/Linkage

      The subject neighborhood is part of a rapidly growing area near Fair Oaks
Regional Mall. Access to the area is most easily achieved from U.S. Route 50
(east/west) and Legato Road (north/south). Regional access is available via
Interstate 66, which has its interchange with U.S. Route 50 a short distance
east of the subject. The subject is visible from Route 50.

      The primary traffic carriers in the area include Lee Jackson Memorial
Highway (Route 50), West Ox Road, Fairfax County Parkway (north/south), Lee
Highway (Route 29, east/west), and Waples Mill Road. Waples Mill Road is a four
lane road in the vicinity of the subject, linking the neighborhood with Braddock
Road to the south and the Reston/Herndon area to the north. U.S. Route 50 is a
four to six lane major arterial in the vicinity of the subject, running
east/west. It is one of the most heavily trafficked arterials in the Northern
Virginia area. West Ox Road is a six-lane divided arterial in the vicinity of
the subject.

      Ingress and egress to the neighborhood is primarily via Route 50 and
Waples Mill Road, along with Routes 29 and the Fairfax County Parkway. All of
the major arteries are being or have been developed with major commercial
projects. The major collector artery in the subject neighborhood is I-66.

Surrounding Land Use Patterns

      Predominant land uses in the subject neighborhood consist of a mixture of
commercial developments, including retail centers, office buildings, a regional
mall, single-family detached, single-family attached and multi-family
residential developments, the Fairfax County government center, and a wide
variety of highway commercial uses along the major roadways.

      The Fair Oaks Regional Mall, until the reopening of Tysons Corner Center
after its expansion and renovation in 1990, was the largest (1.4 million square
feet) regional mall in the Washington Metropolitan area. It is a two level mall
that opened in 1981 and has anchor tenants Hecht's, Lord & Taylor, J.C. Penney
and Sears. There are an additional 179 specialty stores and 14 restaurants in
the mall. This project has been one of the primary stimuli for the development
in the Fair Oaks area.

      The Mall has several outparcels which are occupied with office buildings.
Two office buildings were built in 1982 and were leased on a multi-tenanted
basis. These buildings include The Fair Oaks Building located along Route 50 and
Oakwood Center located at the intersection of Route 50 and I-66. In addition,
the Fair Oaks Holiday Inn, which is adjacent to Oakwood

================================================================================


                                      -32-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

Center, was enlarged to contain 301 rooms in 1986. The third office building
constructed as an outparcel was Greenwood Plaza.

      Across Legato Road and to the west of Fair Oaks Mall, the Evans Company
constructed One Fair Oaks in 1987, a twelve-story, 214,000 square foot office
building leased in its entirety to Mobil Oil. Just north of One Fair Oaks, at
the intersection of West Ox Road and Legato Road, is the Center Pointe project
by Richmarr Construction Company. The phased development is improved with twin
office buildings (Centerpointe I and II) totaling 424,143 square feet of GBA. In
addition, a 180,176 square foot, 12-story, 240 unit residential building is
planned for the site.

      Fair Lakes is a mixed-use development about two miles west of the Fair
Oaks development and is the largest along the I-66 corridor with a total
potential office development of 4.5 million square feet of space. Buildings
already completed include the 126,000 square foot Fair Lakes I which was
delivered in July 1986; the 44,000 square foot AFCEA Building which was
delivered during the summer of 1986 and is 100 percent leased; the 230,000
square foot TRW Building which is 100 percent owner-occupied; the 65,000 square
foot NVBIA Building; the 186,000 square foot Fair Lakes II Building; the 63,000
square foot Mohasco Building which is 100 percent owner-occupied; the
approximately 65,000 square foot AAA building and the 75,000 square foot Datatel
Building. A new office project was recently delivered as a build-to-suit for
AMS.

      Additional projects within Fair Lakes include The Pentlands, mirror image
six-story 115,000 square foot office buildings, a Hyatt Hotel and the adjacent
11-story, 275,000 square foot Hyatt Plaza Office Building which is leased to
Aetna. The residential component of Fair Lakes includes three apartment projects
and several townhouse / condominium projects. A small strip retail plaza
(tenants such as Mobil Oil, a dry cleaner, beauty salon, restaurant, branch
bank) is located within the park. The Galleria At Fair Lakes, an upscale,
three-level mall in Fair Lakes was proposed on the site. However, due to changes
in the local market and the economy, the site was developed with a major retail
project that includes BJ's Wholesale Club, Walmart, and Hechingers as anchors.
Several restaurants have also been constructed on pad sites at the center.

      The Centennial Gateway Center, slated to total 1.8 million square feet of
space upon completion, is a mixed-use development including residential,
commercial and office space. The Gateway project is located at the intersection
of Route 50 and West Ox Road. The first office building within Gateway, One
Monument Place, a 9-story office building containing 194,000 square feet, was
completed in 1989.

      FairField, a $90 million proposed project by NVCommercial, is located at
the intersection of West Ox Road and I-66, just west of Fair Oaks Mall. The
project will include four office buildings with a total of 437,000 square feet
of space. The buildings will range in size from two-to seven-stories in height
and will be built over the next three to four years. Kaiser Permanante has
purchased one of the sites and completed a build-to-suit office building. The
road construction of FairField now extends Fair Lakes Parkway from West Ox Road
to Monument Drive, thereby connecting Fair Oaks Mall to the Fairfax County
Parkway (formerly known as the Springfield Bypass).

================================================================================


                                      -33-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      Located diagonally across the intersection of Route 50 and I-66 from the
Fair Oaks Mall is the Fairfax Executive Park, the oldest of the office parks in
the area. Some brokers refer to it as the "brickyard", due to the abundance of
low-rise red brick buildings erected there in the early 1980s. This park is
located at Waples Mill Road north of Route 50, and is the least controlled
environment of the parks in the area. E Systems is the largest tenant, with
around 200,000 square feet (E Systems plans on vacating this building in the
near future). The park has a total of around 1.45 million square feet. Because
these buildings are older and stabilized, the occupancy is relatively high.
There are about two or three first-class structures in this park.

      Directly across Route 50 from Waples Mill Road are a few office
buildings along Random Hills Road. This area is not really connected to any
particular office park, although the completion of Random Hills Road to the new
Government Center Parkway ties the above Fairfax Executive Park with these area.
Due to the very large wooded tract separating the government center and those
buildings on Random Hills Road at Route 50, most persons do not consider them
one park, and indeed Random Hills Road was somewhat of an orphan subdivision
until the government center was built there this year. Prominent buildings in
this area are Fair Oaks Commerce Center, Fair Oaks Plaza, and Crown Ridge Plaza.

      The primary retail facility in the area is Fair Oaks Regional Mall, and
development extends along all sides of the intersection of Routes 50 and 29.
Strip shopping centers are common in this area, and include centers such as
Price Club Plaza, Fairfax Court, Greenbriar Towne Center, Fair Lakes Center,
Fairfax Center, Jermantown Square, K-Mart Plaza, Kamp Washington Shopping
Center, and Sully Place.

Summary

      The subject property benefits from its location at an easily accessible
intersection in central Fairfax County. Based on the improvements in office
occupancy and anticipated increases in rental rates, along with the area's good
accessibility, it is clearly capable of capturing a fair share of the demand of
office space as the Fairfax County economy grows. The neighborhood has good
regional drawing power by virtue of the roadway network serving it. The
anticipated trend for the subject neighborhood is for continued growth and
stabilization into the foreseeable future.

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<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description

Location:                               11781 Lee Jackson Memorial Highway (U.S.
                                        Route 50) Fairfax, Fairfax County,
                                        Virginia

                                        North side of the ring road surrounding
                                        Fairoaks Regional Mall

Shape:                                  Irregular (See facing page)

Land Area:                              4.25301 acres, 185,261 square feet

Frontage:                               720 feet along ring road
                                        570 feet along U.S. Route 50

Topography:                             Generally level and on-grade with the
                                        ring road

Street Improvements:                    Curb and gutter, paved parking lot,
                                        two-level parking deck; landscaping

Access:                                 Access to the subject is direct via
                                        Legato Road to the ring road, with West
                                        Ox Road, U.S. Route 50 and I-66 being
                                        primary collector arteries. Access to
                                        the site is considered good.

Site Disclaimers

Soil Conditions:                        We did not receive nor review a soil
                                        report. However, we assume that the
                                        soil's load-bearing capacity is
                                        sufficient to support the existing
                                        structures. We did not observe any
                                        evidence to the contrary during our
                                        physical inspection of the property. The
                                        tract's drainage appears to be adequate.

Land Use Restrictions:                  We were not given a title report to
                                        review. We do not know of any easements,
                                        encroachments, or restrictions that
                                        would adversely affect the site's use.
                                        However, we recommend a title search to
                                        determine whether any adverse conditions
                                        exist.

Flood Hazard:                           Drainage of the tract appears to be
                                        adequate and ties into the overall Fair
                                        Oaks Mall drainage system. According to
                                        the Fairfax County Mapping Service, Base
                                        Property Mapping Branch, Division of
                                        Communications, the subject parcel does
                                        not lie in floodplain, based on studies
                                        done of the County by the U.S.
                                        Geological Survey.

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                                                            Property Description
================================================================================

Wetlands:                               We were not given a Wetlands survey. If
                                        subsequent engineering data reveal the
                                        presence of regulated wetlands, it could
                                        materially affect property value. We
                                        recommend a wetlands survey by a
                                        competent engineering firm.

Hazardous Substances:                   We observed no evidence of toxic or
                                        hazardous substances during our
                                        inspection of the site. However, we are
                                        not trained to perform technical
                                        environmental inspections and recommend
                                        the services of a professional engineer
                                        for this purpose.

Improvements Description

      The following description of improvements is based upon our physical
inspection of the improvements along with our discussions with the building
manager.

General Description

    Year Built:                         1982

    Number of Floors:                   7

    Gross Building Area:                132,257 square feet

    Net Rentable Area:                  128,353 square feet

    Typical Floor Plate:                18,340 square feet

Construction Detail:

    Foundation:                         Reinforced concrete slab on grade over
                                        polyethylene vapor barrier. Parking deck
                                        is concrete slab.

    Framing:                            Structural steel. Parking deck is
                                        precast, prestressed concrete with
                                        reinforced precast concrete parapet
                                        panels.

    Floors:                             Reinforced concrete on metal decking

    Exterior Walls:                     Pre-cast concrete panels and grey
                                        insulated glass

    Roof Cover:                         Elastomeric flexible sheet roof system
                                        with 2.5 rigid insulation. The membrane
                                        is covered with gravel ballast.

    Windows:                            Exterior windows have anodized black
                                        metal frames with grey insulated glass.

    Pedestrian Doors:                   Glass in metal frame

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                                                            Property Description
================================================================================

    Loading Doors                       Metal doors.

 Mechanical Detail

     Heating and Cooling:               The building is heated and cooled by
                                        electric heat pumps, boilers and heated
                                        air curtains powered by supply air fans.

     Elevator Service:                  4 elevators, including one for freight
                                        use

     Fire Protection:                   Fully sprinklered, fire alarm system and
                                        smoke control system

     Security:                          Electronic control cards for after hours
                                        access

 Interior Detail

     Layout:                            The core area includes four elevators,
                                        one men's and women's restroom, one
                                        telephone closet, two staircases and two
                                        mechanical closets.

     Floor Covering:                    Commercial grade carpet and/or vinyl
                                        tiles. The lobby area has marble based
                                        floors.

     Walls:                             Drywall finished with paint or vinyl
                                        wall coverings.

     Ceilings:                          Acoustic ceiling tiles in suspended
                                        metal grid

     Lighting:                          Recessed florescent and incandescent
                                        lighting

     Restrooms:                         Ceramic tiled floors and vinyl covered
                                        walls with Mylar counters around sinks.
                                        Ceramic wall covering around the stalls.

Site Improvements

     Parking:                           An asphalt paved and striped lot marked
                                        for 300 vehicles and a two-level parking
                                        deck for another 181 vehicles.

     On-Site Landscaping:               Perimeter heavily landscaped with trees,
                                        shrubs and grass.

Improvements Disclaimers

Americans With Disabilities Act:        The Americans With Disabilities Act
                                        (ADA) became effective January 26, 1992.
                                        We have not made, nor are we qualified
                                        by training to make, a specific
                                        compliance survey and analysis of this
                                        property to determine whether or not it
                                        is in conformity with the various
                                        detailed requirements of the ADA. It is
                                        possible that a compliance survey and a
                                        detailed analysis of the requirements of
                                        the

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<PAGE>

                                                            Property Description
================================================================================

                                        ADA could reveal that the property is
                                        not in compliance with one or more of
                                        the requirements of the Act. If so, this
                                        fact could have a negative effect upon
                                        the value of the property. Since we have
                                        not been provided with the results of a
                                        survey, we did not consider possible
                                        non-compliance with the requirements of
                                        ADA in estimating the value of the
                                        property.

Hazardous Substances:                   We are not aware of any potentially
                                        hazardous materials (such as
                                        formaldehyde foam insulation, asbestos
                                        insulation, radon gas emitting
                                        materials, or other potentially
                                        hazardous materials) which may have been
                                        used in the construction of the
                                        improvements. However, we are not
                                        qualified to detect such materials and
                                        urge the client to employ an expert in
                                        the field to determine if such hazardous
                                        materials are thought to exist.

Design Features and Functionality:      The building has a very functional floor
                                        plate size and arrangement that
                                        accommodates both single and multi-
                                        tenant layouts.

Physical Condition:                     The premises appear to be in good
                                        condition overall. The main lobby area
                                        is attractively finished, though the
                                        upper level elevator lobbies are small
                                        compared to Class A buildings in the
                                        neighborhood. Additionally, the exterior
                                        appearance of the premises is dated.

                                        We did not inspect the roof of the
                                        building or make a detailed inspection
                                        of the mechanical systems. The
                                        appraisers, however, are not qualified
                                        to render an opinion as to the adequacy
                                        or condition of these components. The
                                        client is urged to retain an expert in
                                        this field if detailed information is
                                        needed about the adequacy and condition
                                        of mechanical systems.

Personal Property Included              None
   In Value Estimate

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<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is in the taxable jurisdiction of Fairfax County,
which assesses real property at a ratio of 100 percent of ad valorem value on a
calendar year basis. The 1997 calendar year is the most recent year for which
assessed valuation and property tax information is available. The 1998
assessments and tax rates will be available in March or April of that year. For
tax assessment purposes, the subject property is identified as Tax Parcels
046-3-8-18D1, 046-4-9-18B1, and 046-4-9-18C1.

Tax Rates

      The 1997 tax rate for Fairfax County, along with a five year prior
history, is presented in the following table.

================================================================================
                       Tax Rate Per $100 of Assessed Value
      Taxing Authority      1993        1994       1995       1996        1997
- --------------------------------------------------------------------------------
                          Tax Rate    Tax Rate   Tax Rate   Tax Rate    Tax Rate
================================================================================
      Fairfax County      $1.1828     $1.1614    $1.1614    $1.2310     $1.2300
================================================================================

      As can be seen, the tax rates were relatively flat through 1995. In 1996,
however, the rate increased by six percent over the 1995 rate, with little
change going into 1997.

      It is difficult, at best to judge the likelihood of future tax rate
increases when viewing only a short history. Tax rates tend to increase or
decrease based upon the combined influences of changes in property values and
increasing governmental budgetary needs as the jurisdiction tries to maintain a
pace with inflationary pressures. Nonetheless, over the long term the county tax
rates show an upward trend and we would expect tax rates to increase in
incremental bumps.

Tax Assessment

      The subject's current assessment is presented in the following table.

================================================================================
                        Oakwood Center: 1997 Assessments
- --------------------------------------------------------------------------------
Assessment           046-1-8-18D1   046-4-9-18B1   046-4-9-18Cl      Total
- --------------------------------------------------------------------------------
Land                $    270,490   $    942,640   $    791,395    $ 2,004,525
Improvements        $         --   $         --   $ 10,349,080    $10,349,080
                    ------------------------------------------------------------
Total               $    270,490   $    942,640   $ 11,140,475    $12,353,605
Tax Rate                                                     X         0.0123
                                                                  -----------
Tax Liability                                                     $   151,949
$/SF NRA                                                          $      1.18

================================================================================

      The current assessment of $12,353,605 is 11.7 percent below the value
conclusion reached in the report, though its increases have followed the upward
trend of office building selling prices in the market. With rental rates and
selling prices increasing in Fairfax County, it is likely that the Assessor's
Office will be seeking increases in assessments. Accordingly, we

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<PAGE>

                                             Real Property Taxes And Assessments
================================================================================

have assumed a step increase to $13.8 million (roughly the value conclusion) in
the first year of the analysis, followed by a general inflationary trend.

Ad Valorem Tax Conclusions

      As discussed above, the current tax associated with the property is
$151,949 for the tax year ending December 31, 1997. The taxes are current.
Taking into consideration future tax rate increases as well as the potential
increases in the subject's assessed value, we have projected that taxes will
increase to $169,740 in 1998, and then increase at a rate consistent with
inflation, or 3.5 percent annually. We have assumed that most of the increase in
the tax liability can be "contractually" passed through to the tenants. There is
risk in this assumption, however, as some tenants may strenuously object, thus
ownership is required to make a "business decision", if you will, regarding the
passthrough. In other words, the landlord may waive part or all of the
passthrough in some cases to strengthen the chance of retaining particular
tenants. In our analysis, we have attempted to account for the increased risk in
the selection of rates. Overall, the increase is in keeping with historical
trends in Fairfax County, in general and the subject property, in particular.


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<PAGE>

                                                                          ZONING
================================================================================

      The governing agency for zoning is the Fairfax County Planning and Zoning
Commission. The zoning designation of the subject property is C-7, Regional
Retail Commercial District. The C-7 zoning category has been established to
provide locations for a full range of retail commercial and service uses which
are oriented to serve a regional market area containing 100,000 or more persons.
The district should be located adjacent to major transportation facilities and
development within the district should be encouraged in centers that are planned
as a unit. (Source: Fairfax County Zoning Ordinance Chapter 112, as of August,
1988, Article 4 Part 7 Section 4-701, Page 4-29.)

      Uses permitted under the C-7 zoning include amusement arcades, churches,
drive-in banks, eating establishments, funeral homes, health clubs, hotels,
motels, offices, retail sales establishments, theatres, veterinary hospitals,
etc.

      Uses permitted by a special permit include child care centers and nursery
schools with less than 100 students daily, commercial recreation uses limited to
billiard and pool halls, bowling alleys, commercial recreation parks, commercial
swimming pools, tennis courts, miniature golf courses, outdoor recreational uses
limited to baseball hitting and archery ranges and golf courses, etc. In
addition, there are also special exception uses which are permitted which are
further detailed in the zoning regulations.

      Under the original C-7, Regional Retail zoning, the following restrictions
apply:

      Minimum Lot Area:                     40,000 s.f.
      Minimum Lot Width:                    200 feet
      Building Height:                      90 feet1
      Front Setback:                        45 degree angle
                                            of bulk plane, not
                                            less than 40'
      Side Setbacks:                        None
      Rear Setback:                         20 feet
      Maximum FAR:                          0.802
      Green Area:                           15% of site
      Parking:                              4.5 spaces / 1000 SF NRA, or 577
                                            spaces

      ----------------------------------------------------------------------
      1.    The maximum building height restriction is often waived during the
            site plan approval process.
      2.    An increase to 1.00 FAR may be permitted by the Board

      We are not experts in the interpretation of complex zoning ordinances.
Based on a gross building area of approximately 132,257 square feet, the
property is improved to about a 0.72 FAR density. As the building went through
the approval process at the time of construction, we assume that its height
variance was approved and that it is a legal, non-conforming structure. The
formal determination of compliance is beyond the scope of a real estate
appraisal.

      To the best of our knowledge, there are no known deed restrictions
(private or public) which would further limit the use of the subject property.
This statement should not be taken as a guarantee or warranty that no such
restrictions exist. Deed restrictions are a legal matter and

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                                                                          Zoning
================================================================================

only a title examination by an attorney would normally uncover such restrictive
covenants. Thus, an examination by a title attorney is recommended on the
subject property if any questions regarding such restrictions arise.

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                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Legally Permissible

      The subject's zoning classification permits development of office, retail,
and service related uses. Office uses with a ground level retail or service
components are consistent with the overall development of the area.

Physically Possible

      The subject site contains approximately 4.25 acres of land, with frontage
along the ring road surrounding Fairoaks Regional Mall and visibility above the
tree lines to U.S. Route 50. The size and configuration of the site is felt to
provide a suitable land use and/or development potential for a wide variety of
possible and ordinary suburban land uses. Municipal utilities would adequately
provide for nearly all uses. Street improvements are also adequate.

Financially Feasible

      Several features of the subject property indicate that office or hotel use
is the highest and best use of the subject property. First, while a retail use
is an obvious use given the proximity to the mall, retail uses are typically low
density, and would not, therefore, generate the greatest overall site value.
Second, a motel already exists adjacent to the subject and there is only
moderate demand for hotel space in the locale, suggesting that another hotel at
this site might be in advance of demand. Finally, the office markets have
returned to the point where rents are supporting new development, occupancies
are very high and new development is occurring or being discussed in many
locations in Fairfax County. Office uses are usually at a high density and would
create incremental value over lower density uses.

      Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is as an office building with surface and/or decked parking.

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

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                                                            Highest and Best Use
================================================================================

      Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

Legal Considerations The subject site, as presently improved, represents a
legal, conforming use.

Physical Considerations

      The subject site has been improved with the existing structure and, based
upon our observation, there are no apparent physical factors such as soils,
drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

Financially Feasible

      The use of the subject improvements is considered to contribute in an
economic manner to the subject site. Occupancy levels at the subject property
are slightly consistent with competing buildings in the market.

      Land sales for speculative office development have begun to occur in the
western portions of Fairfax County where land is most plentiful. Unit prices
have generally been between $18 and $25 per FAR foot. However, a brief test of
reasonableness tells us that redevelopment of the site is not likely. Given the
range of value indicators developed in this report, or generally in the $12.0 to
$13.0 million range, and assuming an office project could be built on the site
to the legally permissible density of 0.80 FAR, the land's value would have to
be in excess of $81 to $88 per FAR foot to justify buying the property,
demolishing the improvements, and beginning anew. Hence, given our final value
conclusion there is obviously sufficient value in the property, as improved, to
negate any possible redevelopment of the tract for the foreseeable future.

      As a result, the subject is forecast to provide an adequate return to the
land, both on an intermediate and long-term basis. This conclusion is supported
by the data and analysis presented in the balance of this report. Our conclusion
is contingent upon property management maintaining a course of action which will
be conducive to maximizing value.

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                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach has been omitted from this analysis for the following
reasons:

      o     First and foremost, the value being sought is the leased fee estate,
            whereas the Cost Approach normally depicts the fee simple estate.
            Therefore, the interest being appraised cannot be reflected by the
            Cost Approach in its traditional form. The current average rent at
            the subject property is $14.50 per square foot, where new
            construction is being justified at full service rents at or above
            the mid-$20s per square foot. Thus, the leased fee impact on the
            subject's value is significant.

      o     Lastly, one of the most persuasive reasons for not using the Cost
            Approach is the fact that market participants do not typically use
            this approach as a determinant of value but rather as a
            reasonableness test that they are paying less than replacement cost.
            While not justification in itself to omit the approach, it does
            underscore its overall lack of relevance in the market place.
            Accordingly, while we have omitted a full Cost Approach analysis, we
            have included a replacement cost estimate in the Addenda to the
            report.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office building sales within the
            Northern Virginia market which contain similar physical and economic
            characteristics to the subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the sales price per square foot and extracted overall
            capitalization rates. 

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office, and
            industrial uses.
                      
      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.
                      
      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.
                      
      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

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                                                               Valuation Process
================================================================================

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.
                    
      o     Considered the type and reliability of the data used and
            applicability of each approach.
                    
      o     Reconciled the approaches to a final value conclusion.

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                                      -46-
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<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, effective gross income
            multiplier, and overall capitalization rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

      In this instance, the sale prices inherent in the comparables were reduced
to those common units of comparison used to analyze improved properties that are
similar to the subject. Of the available units of comparison, the sales price
per square foot of net rentable area (used by buyers, sellers, and brokers), as
well as the effective gross income multiplier (EGIM), employed predominately by
appraisers, are the most commonly used measurements to value office buildings in
the marketplace.

      From an appraiser's perspective, the EGIM is probably a more discernible
indicator of value because it considers the income characteristics which in turn
dictate the price per square foot paid. Also, the selection of an EGIM is
generally less subjective than trying to correlate the sales price per square
foot methodology. However, given the limited number of recent data points, this
latter approach will not be applied and we will rely on the per square foot
analysis.

      The comparable sales included herein were selected for their high
occupancy levels, ranging from 95 to 100 percent at the time of sale. On the
following page is a summary of recent market data considered to be most
indicative of the subject's current market value. Detail sheets describing these
sales can be found in the Addenda of this report.


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<PAGE>

                                 Oakwood Center
                            Fairfax County, Virginia

                    Comparable Office Building Sales Summary

<TABLE>
<CAPTION>
====================================================================================================================================
  Comp.                                                       Year               Net       Land                  Cash     Sale Price
  Sale                                            Sale       Built/     No.    Rentable    Area     Percent   Equivalent   Per SF   
  No.         Name/Location                       Date     Renovated  Stories  Area (SF)  (Acres)  Occupied   Sale Price     NRA    

<S>       <C>                                     <C>         <C>       <C>     <C>        <C>    <C>         <C>          <C>
  I-1     Centrepointe I & II                     May-97      1988      11      408,111    17.00    100.0%    $55,000,000  $134.77  
          4000 and 4050 Legato Road                           1990
          Fairfax, VA

  I-2     8280 Greensboro Drive                   Apr-97      1985       9      205,341     2.64     97.0%    $30,000,000  $146.10  
          McLean, VA                                                                              (Estimate)

  I-3     Tysons Office Center                    Apr-97      1981       9      142,000     2.58    100.0%    $16,000,000  $112.68  
          8133 Leesburg Pike
          Vienna, VA

  I-4     Cameron Office Park I                   Oct-96      1991       6      143,707     4.28     95.0%    $15,400,000  $107.16  
          3601 Eisenhower Avenue
          Alexandria, VA

  I-5     Nortel Building                         Aug-96      1989      10      252,315     6.61    100.0%    $35,000,000  $138.72  
          2010 Corporate Ridge Road
          McLean, VA

  I-6     Reston Plaza I and II                   Jul-96      1985       3      126,557     4.72    100.0%    $13,650,000  $107.86  
          12020 and 12030 Sunrise Valley Drive
          Reston, VA

  I-7     Executive Park III                      May-96      1985       6      104,620     5.31    100.0%    $12,200,000  $116.61  
          1850 Centennial Park Drive
          Reston, VA
====================================================================================================================================

Subject   Oakwood Center
          11781 Lee Jackson Memorial Hwy          N/A         1982       7      128,353     2.25     99.4%                          
          Fairfax, Fairfax County, VA

====================================================================================================================================

                                                  Low:        1980              104,620     2.58    95.00%    $55,000,000  $107.16  
          Data Range:                             High:       1995              408,111    17.00   100.00%    $55,000,000  $146.10  
                                                  Mean:       1986              197,522     6.16    98.86%    $25,321,429  $123.41  

====================================================================================================================================

 o        Projected from first year of DCF Analysis
 NRA      Net Rentable Area
 EGI      Effective Gross Income

====================================================================================================================================

<CAPTION>

  Comp.                                                                    Expense           Overall       
  Sale                                                                      Ratio        Capitalization    
  No.         Name/Location                                   EGIM         (EGI)             Rate         
========================================================================================================
<S>       <C>                                                  <C>          <C>             <C>
  I-1     Centrepointe I & II                                  N/A           N/A              N/A        
          4000 and 4050 Legato Road                                                                      
          Fairfax, VA                                                                                    
                                                                                                         
  I-2     8280 Greensboro Drive                                N/A           N/A             8.75%       
          McLean, VA                                                                                     
                                                                                                         
  I-3     Tysons Office Center                                 N/A           N/A              N/A        
          8133 Leesburg Pike                                                                             
          Vienna, VA                                                                                     
                                                                                                         
  I-4     Cameron Office Park I                                6.97         40.6%            8.52%       
          3601 Eisenhower Avenue                                                                       
          Alexandria, VA                                                                               
                                                                                                       
  I-5     Nortel Building                                      N/A           N/A             9.00%       
          2010 Corporate Ridge Road                                                                    
          McLean, VA                                                                                   
                                                                                                       
  I-6     Reston Plaza I and II                                6.86         49.2%            7.40%       
          12020 and 12030 Sunrise Valley Drive                                                         
          Reston, VA                                                                                   
                                                                                                       
  I-7     Executive Park III                                   6.89         40.2%            8.70%       
          1850 Centennial Park Drive                                                                   
          Reston, VA                                                                                   
========================================================================================================
                                                                                                       
Subject   Oakwood Center                                                    
          11781 Lee Jackson Memorial Hwy                                    42.3%
          Fairfax, Fairfax County, VA                                                                  
                                                               
========================================================================================================
                                                         
                                                  Low:         N/A          40.2%            7.4%
          Data Range:                             High:        6.97         49.2%            9.0%  
                                                  Mean:        6.91         43.3%            8.5%  
========================================================================================================
</TABLE>

                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Sales Price Per Square Foot Analysis

      The seven comparables indicate sales prices ranging from $107.16 to
$146.10 per square foot of net rentable area on a cash equivalent basis. These
prices per square foot have been influenced by differences in construction
quality, condition of the premises, character of the tenancy, and location.
Nevertheless, it is important to address each property in terms of the
conventional sequence of adjustments. Following are those considerations which
are relevant to the subject. The first three elements must be considered in
advance of applying any other compensating factors to derive value conclusions
via the sales price per square foot methodology. These same three factors must
also be addressed before the selection of an effective gross income multiplier.

Property Rights Conveyed

      As shown in the summary table, all of the comparables are encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case. As
such, no adjustments are warranted for differences in property rights conveyed.

Seller Financing/Cash Equivalency

      All of the comparables were sold on the basis of cash to the seller. Thus,
we have made no adjustments to the comparables for seller financing.

Conditions of Sale

      We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

Date of Sale

      As shown in the summary table, the transactions occurred between May 1996
and May 1997, a period of one year. As mentioned in the preceding Office Market
Analysis, the overall office market in the Washington, D.C. metropolitan area
has strengthened over the past 12 to 24 months, with the Northern Virginia
markets being the most active and rapidly improving section of the metropolitan
area.

      All of the comparables sold during a period of continuing improvement and
active investment. Sales prices appear to be showing an increasing trend, though
the short time period in which the transactions occurred as well as the various
physical and economic differences between them make a definitive analysis
difficult. Thus, while interviews with investors and our own analysis of the
data suggests values may have increased over this period, we have not
specifically made a market conditions adjustment. Rather we will conclude to the
upper end of the adjusted value indications.

Other

      Most of the additional considerations for the comparables involve
locational issues, design and quality elements, and economic factors. Location
and economics are interrelated and the following chart provides pertinent
information about the various submarkets in which the subject and the
comparables are located. The data, which is as of First Quarter 1997, relates to
the overall markets. It is noted that the subject's average rental rate is
currently $14.50 per square foot but its most recent leases and its asking rent
are closer to the $18.00 per square foot level.

================================================================================


                                      -49-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

   ==========================================================================
                  Occupancy and Rental Data by Submarket
   ==========================================================================

   Submarket              Occupancy Rate   Average Class A    Average Overall
                                             Rental Rates       Rental Rates
                                                Per SF             Per SF
   ==========================================================================
   Fairfax/Oakton/Vienna       93.7%           $21.96              $19.48

     Merrifield/Route 50       95.2%           $23.54              $17.65

   Tysons Corner/McLean        94.8%           $24.12              $22.46

      Reston/Hemdon            93.3%           $23.17              $20.02

   Huntington/Eisenhower       96.3%           $19.50              $21.16
   ==========================================================================

Analysis of Specific Comparables

      Comparable I-1, Centrepointe I and II, are located a mile or two west of
the subject. The project consists of two, eleven story, Class A office buildings
that were 100 percent occupied, primarily by AMS. The tenant was expanding in
the second building. Rental rates were reported to be below market. They are
superior quality buildings with a better location, and are superior in that
respect. The buildings are very superior to the subject in terms of quality,
rent roll and somewhat superior in terms of location. Overall, a downward
adjustment is necessary to equate the comparable to the subject.

      Comparable I-2, 8280 Greensboro Drive, is a Class A-, nine-story office
building in the Tysons Corner market. It was close to 100 percent occupied
according to the buyer, who would disclose only that their going in
capitalization rate was near 8.75 percent. The building is in a superior
location to the subject and is a superior quality. As perspective on the
differential, recent lease comparables for this quality building in Tysons
Corner have been in the mid-$20s per square foot. Overall, a downward
adjustment is necessary to equate the comparable to the subject.

      Comparable I-3, Tysons Office Center, is a Class A-/B+, nine-story office
building located on Route 7 in the Tysons Corner submarket. While in a superior
market to the subject, it is of a similar vintage, though with a more appealing
exterior facade. The asking rents at the time of sale were $20 per square foot
compared to the subject's best recent leasing at $18 per square foot. While
superior in some respects, it is similar to the subject in that the comparable
also has a significant number of leases at below market rents which the
purchaser expects to roll to market over the next three years. Given the
locational superiority and the economic similarities, the building is rated as
being only slightly superior to the subject. Overall, a slight downward
adjustment is necessary to equate the comparable to the subject.

      Comparable I-4, Cameron Office Park, Building 1, is a six story, Class A
office building constructed in 1991 and 95 percent occupied at the time of sale.
It has good access and visibility to the interstate highways. The tenancy was
very stable until 1999 and 2000 when 80 percent of the building rolls over. The
buyer did not perceive this as a problem, but as an opportunity to increase the
rents. The sale is considered similar to the subject in this respect,

================================================================================


                                      -50-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

though the timing of being able to capture rent increases is somewhat different.
Overall, no adjustment is deemed necessary to equate the comparable to the
subject.

      Comparable I-5, the Nortel Building on Corporate Ridge Road in McLean, is
a good quality, ten-story, office building constructed in 1989 that was 100
percent occupied at the time of sale. The seller occupied 57 percent of the
building and had signed itself to a market level lease prior to sale. There is
limited tenant turnover until 2001. From an economic standpoint, existing net
operating income at the comparable was $3.76 per square foot higher than the
subject. Downward adjustments are necessary, therefore, to equate the
comparable's superior rent levels and tenant stability to the subject.

      Comparable I-6, Reston Plaza I and II, are two, three-story brick office
buildings on Sunrise Valley Drive in Reston, Virginia. They are physically
similar to the subject. They sold 100 percent occupied with average rents
several dollars below market, but with a net operating income about $0.74 per
square foot more than the subject. Thus, the purchaser acquired the property
recognizing that there was significant room for increasing income. Overall, the
project was similar to the subject in terms of existing income and value
appreciation potential. Overall, no adjustment is deemed necessary to equate the
comparable to the subject.

      Comparable I-7, Executive Office Park III, also in Reston, was the sale of
a 100 percent occupied, six-story, brick office building constructed in 1985.
This building was also leased at below market rents, estimated by the seller to
be about $3.40 per square foot. Net operating income was roughly $1.42 per
square foot higher than the subject. Their estimate of market rent for the
building was also slightly above the subject's. Tenancy was stable for three
years then followed by 59 percent turnover in 1999 and 2000. Thus, the subject's
turnover risk makes it somewhat similar to comparable. Overall, a small downward
adjustment is necessary to equate the comparable to the subject.

      The following chart summarizes how each sale compares to the subject
property from a physical, locational and economic (occupancy and rental rate)
standpoint.

================================================================================


                                      -51-
                                                             CUSHMAN &
                                                             WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

================================================================================
                            Improved Sales Comparison
================================================================================
                                                Sales         Overall Rating
  Comp.             Property                    Price          Relative to
   No.                                          Per SF         the Subject(l)
================================================================================
   1-1       Centrepointe I & II               $134.77              Very
             Fairfax, VA                                          Superior

   1-2       8280 Greensboro Drive             $146.10              Very
             McLean, VA                                           Superior

   1-3       Tysons Office Center              $112.68            Somewhat
             Vienna, VA                                           Superior

   1-4       Cameron Office Park I             $107.16            Overall
             Alexandria, VA                                       Similar

   1-5       Nortel Building                   $138.72              Very
             McLean, VA                                           Superior

   1-6       Reston Plaza I and II             $107.66            Overall
             Reston, VA                                           Similar

   1-7       Executive Park III                $116.61            Somewhat
             Reston, VA                                           Superior
================================================================================
   Note 1: Considers the effect of all adjustments.
================================================================================

      Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best. Overall, Comparables 1-3, 1-4, 1-6
and 1-7 are considered the most similar to the subject in terms of economics,
tenant stability and quality. They range in price from $107.16 to $116.61 per
net rentable square foot. Accordingly, we have concluded at a- value range for
the subject between $105 and $115 per net rentable square foot. When applied to
the net rentable area, our estimated value range by the Sales Price Per Square
Foot method is $13,600,000 to $15,000,000, rounded.

================================================================================
                    Sales Price Per Square Foot Unit Analysis
================================================================================
SF NRA               X         Unit Price ($/SF)     =       Value Estimate
================================================================================
128,353              x             $105.00           =       $13,477,065.00
128,353              x             $115.00           =       $14,760,595.00
- --------------------------------------------------------------------------------
                       Rounded: $13,500,000 to $14,800,000
                            or $105.18 to $115.30/SF
================================================================================

================================================================================


                                      -52-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion the discounted cash flow method is appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect perceived investor
expectations.

Potential Gross Income

      Generally, office tenants pay fixed gross rent on a rentable area basis
which is consistent with space measurement standards for buildings of similar
vintage, plus any increases in operating expenses and real estate taxes above
stipulated base year amounts.

Existing Leases

      As of July 1997, and including several signed renewals and new leases for
tenants not yet in occupancy, the property is 99 percent leased by about 15
different tenants. The property contains 128,353 rentable square feet in total
with none of the space unleased as of the effective date of the appraisal. One
block of 784 square feet is permanently set aside as a conference room for
tenant use and one 828 square foot office space expires in June 1997. The
average rent in the first full year of the analysis is $14.50 per square foot.

      The two major tenants in the property occupy 61 percent of the property.
Versatility occupies all of the 6th and 7th floors and portions of the first and
third floors for a total of 43,577 square feet, or 33.9 percent. Logicon
Geodynamic occupies all of the 4th and 5th floors as well as part of the first
floor, for a total of 35,247 square feet, or 2.7.5 percent. In our opinion, both
are good quality credits. It should be noted that Logicon has just renewed for
an additional seven years beginning at the end of its existing term in year 2000
through 2007. The rent at that time will be $18.85 per square foot. Logicon
continues to have termination options effective in 2002 and 2005 with some minor
penalties. We have not been provided with a lease or lease abstract for
Versatility and do not know of any termination options in its lease.

      The balance of the building is occupied by a mixture of small firms. The
credit quality for the minor tenants is not specifically known. In conversations
with the property manager, we were informed that none of the tenants were
currently at risk of default.

================================================================================


                                      -53-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Based upon the subject's current lease expiration schedule, 26 percent of
the property's rentable area is due to expire within the next three fiscal
years. Within years four through six, 44 percent of current leases are due to
expire. Within our projected 11 year holding period all of the leases currently
in place or projected to be signed will expire. An expiration summary is shown
in the following table.

================================================================================
                            Lease Expiration Schedule
================================================================================
                        Number of         Total         Percent of
           Fiscal       Tenants        Expirations       Total Net
 Period     Year        Expiring      (Square Feet)    Rentable Area
================================================================================
    1       1998            2              5,667            4.42%
    2       1999            4             12,200            9.51%
    3       2000            3             15,516           12.09%
    4       2001            4             38,668           30.13%
    5       2002            1              9,392            7.32%
    6       2003            3              9,025            7.03%
    7       2004            3              9,166            7.14%
    8       2005            6             50,802           39.58%
    9       2006            3             11,082            8.63%
    10      2007            3             37,274           29.04%
    11      2008            3             14,317           11.15%
    12      2009            2              5.470            4.26%
                                           -----            -----

Totals                     37            218,579          170.30%

Annual Average            3.1             18,215           14.19%
================================================================================

      Based upon the lease expiration schedule, we have forecasted an eleven
year investment holding period, as both years 2005 and 2007 have high turnover
exposure. The 12th year is estimated to be the reversionary year. The property's
market is projected to have average lease terms of six years, implying that 16.7
percent of the space will turn over in any given year. As can be seen from the
foregoing schedule, the 10th year has high turnover with leasing expenses
associated with the reletting occurring in the 11th year. Thus, the 12th
calendar year, with a relatively stable occupancy, is considered a more
appropriate reversionary year (please refer to the fiscal year cash flow).

Market Rental Rate

      Market rent for the property has been estimated by analyzing comparable
leases exhibited on the summary chart on the facing page.

      Prior to adjustment, the comparables (excluding leases at Oakwood Center)
reflect a range in base rent of $16.20 to $21.75 per square foot, full service.
After adjustment for rent concessions, the range narrows to $16.20 to $21.75 per
square foot, full service. There are few concessions being granted in today's
market. Only three of the comparable leases included any free rent and none
included above standard tenant improvement allowances.

================================================================================


                                      -54-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      As shown in the Micro Market summary table presented in the Market
Analysis section of the report, asking rents at competing properties are in the
range of $17.50 to $25.00 per square foot. Actual lease rates are only slightly
below asking levels.

      The subject's contract rents average $14.50 per square foot, full service,
in the first 12 months of the holding period. Most leases within the property
were signed in the 1994 to 1996 period when average rents were well below the
current market rents. Only a few recent leases have been signed at the property,
and they are shown at the top of the Comparable Office Rentals chart on the
preceding facing page. The most recent leases within the property have been in
the $16.00 to $18.85 per square foot range. The low end is represented by
renewal and expansion tenants. The upper range is for one new tenant and one
renewal option that takes effect in year 2000. On average, we believe the
contract rents within the building are well below market with the property
having significant upside potential for rent growth.

      Additional rental income from these leases include operating expense
reimbursements for increases over base year amount. Expense stops for most
tenants are around $5.30 per square foot, or above the 1996 actual operating
expenses of $5.17 per square foot.

      Recent leases within the market include few concessions, either in the
form of free rent or above standard tenant improvement allowances. Most brokers
interviewed were of the opinion that rental concessions were not being granted.

      Several brokers indicated that the market has continued to improve over
the last six months, with rents increasing and concessions remaining almost
non-existent. In the view of many, the leasing market has generally reached
stabilization and the delivery of new office buildings to the market will be the
primary influence on rental rate and occupancy trends. In keeping with these
observations, we have assumed that market rent will increase at an average rate
of 3.5 percent per annum through the projection period. The recent rent spikes
are not anticipated to continue in the minds of market participants we spoke
with due primarily to the onset of new speculative construction. Investors are
reportedly taking a wait and see approach over the short term at least. It is
not too inconceivable that additional rent spikes will occur. However, we
believe the prudent approach at this stage is level rent growth. Finally, free
rent and tenant workletter concessions should remain consistent with current
levels.

      The property's asking rental rate of $20.00 per square foot compares to
the average contract rent for new leases at the subject property of $18.00 per
square foot. In our opinion, market rents for space within the subject property
are solidly at $18.00 per square foot, recognizing that some leasing will be
done above and below this rate.

      The above estimated market rents assume the following concession package.

================================================================================
                          Free Rent                  Tenant Improvements
================================================================================
New Leases         1997          0 months     1997                         $8.00
                   Thereafter    0 months     Growing Thereafter at 3.5%
- --------------------------------------------------------------------------------
Renewing Leases    1997          0 months     1997                         $4.00
                   Thereafter    0 months     Growing Thereafter at 3.5%
================================================================================

================================================================================


                                      -55-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Assumptions Regarding Existing and Proposed Leases

      Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their leases.
Information provided by management indicates that none of the tenants are
currently in default. The tenant base appears to be stable and management has
indicated that defaults are not anticipated.

      With regard to lease expirations, we have projected that 60 percent of
tenants will rollover (sign a new lease) and approximately 40 percent will
turnover (allow their lease to expire and vacate the property) upon expiration
of their primary lease term. This assumption is based in large part on
management's projection of a near term retention rate which is based on their
knowledge and expertise in the market. Furthermore, we believe that this level
of retention can be achieved over a long term holding period.

      Typical leases are three to ten years in duration. An examination of the
comparable leases shows an average term of about six years given a typical mix
of lease terms. Accordingly, we have assumed six year terms for speculative
tenants.

      Vacancy between leases includes the period of actual downtime and the
construction period to build-out tenant spaces. Consistent with our experience,
we have assumed a stabilized vacancy and construction period of nine months. We
acknowledge that current time between tenants may be shorter, though a long term
trend may reflect fluctuations. Vacancy between leases is weighted for the 40
renewal probability, resulting in an effective downtime of four months (rounded)
upon each lease expiration. On a six year average lease term, this equates to
5.3 percent average physical vacancy (downtime of four months divided by the
downtime plus the 72 month average lease term)

Miscellaneous Income

      Sources of miscellaneous income for the property include additional
charges for overtime HVAC, interest on security deposits, roof rentals under a
lease due to expire in less than two years, and other income from additional
services to the tenants. Each of these sources of income are expected to
continue through the projection period except for roof rentals. Our estimate of
miscellaneous income is $14,000 for calendar years 1997 and 1998, then
stabilizing at $2,000 for calendar year 1999 and beyond. This figure was based
on actual miscellaneous historical income for the subject property and is
projected to grow in the future at 2.0 percent annually.

Reimbursable Expenses (Escalations)

      Tenants are responsible for their pro-rata share of real estate taxes when
taxes exceed those incurred during the first full year of their occupancy. This
type of escalation is typically also applied to operating expenses in the
majority of office buildings. The majority of current leases in the subject
property include an operating expense escalation, which calculation may be
summarized as follows:

      Billing Year Operating Expenses
      Less: Base Year Operating Expenses
      Equals: Increase in Operating Expenses

================================================================================


                                      -56-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Multiplied by: Tenant's Pro Rata Share

      We have assumed that future leases in the subject property will be on a
full service basis. Tenants will be responsible for the increase in operating
expenses and real estate taxes over the base calendar year amount.

Vacancy and Collection Loss

      Our cash flow projection assumes a tenant vacancy of nine months upon each
lease expiration set against our probability of renewal estimated at 60 percent,
in addition to a global credit loss provision applied to the gross rental
income. The global credit loss provision is applied to the gross rental income
from all tenants and is estimated at 2.0 percent throughout the holding period.

      There is one 828 square foot vacant space within the property with the
prior tenant's lease expiring in June 1997. We have applied a normal downtime
between tenants to this space. As the property is above stabilized levels, the
lease-up of this vacancy has little impact on the value of the property.

      Based on the subject's weighted average downtime between leases, as well
as the preceding absorption schedule for the subject property, the overall
average occupancy rate of the subject property over the 11 year holding period
is 95.6 percent. Including our overall credit loss allowance estimated at 2.0
percent, the implied overall vacancy and credit loss factor for the subject
property is 93.6 percent.

Operating Expenses

      We have analyzed the reported operating expenses for 1996 and budgeted
expenses for 1997. The total expenses for 1995 were not available due to the
transfer of the property between owners in that year. We forecasted the
property's operating expenses after reviewing operating expenses of similar
buildings and after consulting local building managers and agents, including
Cushman & Wakefield property management personnel, etc. We also examined
industry norms as reported by the BOMA Experience Exchange Report published by
the Building Owners and Managers Association International, a nationally
recognized publication.

      On the facing page is the income and expense analysis for the property.
The following analysis attempts to utilize the subject's historical operating
expense data supported by the comparable expense data. The age and unique
physical features of the subject warrant consideration of the subject's
historical expenses in estimating market operating expenses.

      Following are the projected operating, recoverable and non-recoverable
expenses we have used in our cash flow analysis. We have analyzed each item of
expense individually and attempted to project what the typical informed investor
would consider reasonable. Although every expense category is addressed herein,
only those requiring explanation of variations will be discussed in great
detail.

================================================================================


                                      -57-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The forecast of projected growth rates in all categories of expense
reflect typical investor expectations as noted in the Cushman & Wakefield
Investor Survey, which has been placed in the Addenda of this report. Except
where noted, our projected growth rates for the various types of expense
categories generally do not attempt to reflect growth rates for any individual
year, but rather the long term trend over the period of analysis. Based on the
historical CPI trends, we concluded that our selected growth rate of 3.5 percent
would fairly reflect an overall inflationary rate over the long term.

Recoverable Expenses

      Real Estate Taxes

      We discussed real estate taxes in a prior section. We used the current tax
      amount and tax rate for 1997, stepped the total tax liability in 1998 for
      potential increases in assessments, and have it growing at 3.5 percent
      annually thereafter to keep pace with overall property value increases in
      the market.

      Operating Expenses

      Operating expenses consist of property insurance, utilities, janitorial
      services, repairs and maintenance, contract services for items such as
      trash removal, landscaping, snow removal, elevator and HVAC maintenance,
      etc. The total operating expenses were $3.24 per square foot in 1996 and
      were projected in the 1997 budget at $4.35 per square foot. The 1997
      budget reflected significant steps for general maintenance expenses
      (+$0.64), utilities (+$0.22) and janitorial services (+$0.25), though data
      from comparable properties in the area do not show such significant
      increases. Comparables show operating expenses in the $3.50 to $3.80 per
      square foot range for similar quality facilities, and the BOMA experience
      report shows average costs of $4.12 per square foot and a low mid range
      point of $3.72 per square foot. We have stabilized operating expenses at a
      level consistent with the comparables, or $3.70 per square foot. This is
      $0.46 per square foot above the 1996 actual and $0.65 below the 1997
      budget. The estimate is considered reasonable for stabilized operations.

      Administrative and Other Operating Expenses

      This fee includes recoverable administrative costs for administrative and
      on-site maintenance personnel, rent collection, property supervision, and
      budget preparation, as well as miscellaneous items such as accounting and
      general office expenses (less the management fee). The expense has been
      stable at $0.71 to $0.72 per square foot. Based on data from comparable
      properties, we stabilized the 1997 cost at $0.75 per square foot.

      Management Fees

      This fee includes rent collection, property supervision, and budget
      preparation. The current management agreement includes a fee of 2.5
      percent of effective gross income. In conversations with local real estate
      professionals, we have determined the management fees for multi-tenant
      buildings are most commonly at the 2.5 to 3.5 percent level. We have
      modeled the management fee at 3.0 percent of effective gross income.

================================================================================


                                      -58-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Non-Recoverable Expenses

      Non-Recoverable Administrative Expenses

      This expense category typically covers miscellaneous non-recoverable
      expense items such as legal and advertising expenses, and totaled $0.15
      per square foot in 1996, with non projected in the 1997 budget. The BOMA
      experience reports for this locale show an average of $0.25 per square
      foot. Based on our experience with other such properties, we stabilized
      the 1997 cost at $0.20 per square foot.

      Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value: The preceding cumulative annual operating expense
estimate for fiscal year 1997/98 equates to $819,772 ($6.39 per square foot of
net rentable area), excluding capital replacements, tenant alterations and
leasing commissions. This projection is up $1.07 per square foot from the 1996
actual expenses due primarily to the increase in real estate taxes ($0.39) and
general operating expenses ($0.49).

Other Expenses

      Other operating expenses include Tenant Improvements, Leasing Commissions
      and Reserves for Replacements. The probability of incurring future leasing
      commissions and tenant improvements/finish is based on the following:

      o     40 percent probability of turnover (an existing tenant vacates a
            space and the space is released to a new tenant) and 60 percent
            probability of rollover (an existing tenant relets his space).

      Tenant Improvements/Finish - As previously noted, we have forecasted a
      tenant finish allowance of $8.00 per square foot for new tenants in second
      generation space, and $4.00 per square foot for renewals. Therefore, upon
      the expiration of all leases, a weighted tenant improvements allowances is
      applied to tenants upon expiration. Application of the renewal
      probabilities results in a weighted average tenant improvement allowance
      of $5.60 per square foot. Tenant improvements/finish costs are projected
      to increase at the rate of 3.5 percent per year through the projection
      period.

      Leasing Commissions - For the period under analysis, average leasing
      commissions for all new leases are estimated to be 5.0 percent and 2.0
      percent for renewals. The new lease commission rate reflects the fact that
      a landlord will typically be charged a commission of 3.0 to 4.0 percent by
      the tenant's agent and 2.0 to 3.0 percent by the landlord's agent. Upon
      renewal, landlords resist paying leasing commissions but typically pay a
      portion of the full commission rate or a partial fee to the management
      company for its assistance in working with the tenant. Application of the
      renewal probabilities results in a weighted average commission rate of
      3.20 percent. The weighted average commissions are applied to all expiring
      space and are not passed through to tenants.

      Capital Replacements/Reserves - Reserves for replacements should be
      (though as a practical matter, they may not be) set aside to accumulate an
      amount sufficient to replace and/or repair certain major building
      components, i.e., roof, HVAC system, etc. during the period under
      analysis. Based on our inspection and conversations with the

================================================================================


                                      -59-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      property manager, the subject property appears to be in good condition
      overall. We have estimated capital reserves of $0.15 per net rentable
      square foot for 1997, increasing by 3.5 percent per year throughout our
      analysis.

      The expense growth rates incorporated in our projections result in a 3.3
percent annual compound growth rate over the holding period. This reflects a
partial year increase for the remainder of 1997, but significant increases in
management fees over time due to improvements in rental income. Management fees
are tied to revenues, which are projected to improve over the next several
years.

Discounted Cash Flow Analysis

      In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to reflect
the most likely investment assumptions of typical buyers and sellers in this
particular market segment.

Discounted Cash Flow Assumptions

      We used the following figures and assumptions in the computer model.

Years in Forecast:               12

Holding Period:                  11

Starting Date:                   July 1, 1997

Market Rental Rate (Year 1)      $18.00/sf

Annual Escalations:              3.0%

Miscellaneous Income:            $14,000 per annum for two years; $2,000
                                 thereafter

Growth in Market Rental Rate:    3.5% per annum

Expense and Tax Pass-Throughs:   Gross leases - tenants pay pro-rata share of
                                 real estate tax and operating cost increases
                                 over a base year amount.

Expense Growth Rate:             1.75% at the end of 1997, 3.5% thereafter

Consumer Price Index:            3.5% per annum

Free Rent (All leases)           None

Lease Term (Typical):            6 years

================================================================================


                                      -60-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Renewal Probability:                   60%

Tenant Improvements - New Leases       $8.00/SF

Tenant Improvements - Renewing Leases  $4.00/SF

Leasing Commissions:
        New Leases                     5.0%
        Renewal Leases                 2.0%
        Weighted Average               3.2%

Vacancy Between Leases:                9 months (prior to renewal probability of
                                       60%; effective vacancy is 4 months

Credit Loss:                           2.0% (average; applies to all tenants).

Reversion Year:                        2009 (12th fiscal year).

Reversion Cap Rate:                    9.25% (applied to net operating income).

Reversion Selling Expenses:            2.5% (includes brokerage, legal fees and
                                       estimated transfer taxes).

Discount Rate (IRR):                   11.5% (see Discount Rate Analysis).

Cash Flow Projection

      On the following page is our 12 year cash flow projections which include
our 11 year holding period and 12th year reversion. The cash flow reflects the
results of the PRO-JECT+ plus projection.

================================================================================


                                      -61-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Oakwood Center
                            Fairfax County, Virginia

                          Discounted Cash Flow Analysis
<PAGE>

                                 Oakwood Center
                            Fairfax County, Virginia
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
==================================================================================================================================
Begin July 1, 1997:             1998         1999         2000         2001         2002         2003         2004         2005     
==================================================================================================================================
<S>                          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>         
Income
  Base Rental Income         $1,860,561   $1,920,491   $2,027,045   $2,221,753   $2,394,847   $2,375,905   $2,529,813   $2,355,259  
  Expense Recoveries           $104,595     $127,534     $144,642     $115,278     $131,647     $143,804     $163,180     $124,541  
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------  
Gross Rental Income          $1,965,156   $2,048,025   $2,171,687   $2,337,031   $2,526,494   $2,519,709   $2,692,993   $2,479,800  

  Other Income                  $14,000       $8,000       $2,020       $2,060       $2,102       $2,144       $2,187       $2,230  
  Less: Vacancy & Credit Lo     (39,303)     (40,960)     (43,434)     (46,741)     (50,530)     (50,394)     (53,860)     (49,596) 
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------  
Effective Gross Income       $1,939,853   $2,015,065   $2,130,273   $2,292,350   $2,478,066   $2,471,459   $2,641,320   $2,432,434  

Expenses
  Real Estate Taxes            $160,230     $171,459     $177,460     $183,671     $190,100     $196,753     $203,639     $210,767  
  Operating Expenses           $479,055     $491,667     $508,875     $526,686     $545,120     $564,199     $583,946     $604,384  
  General & Administrative      $97,143      $99,700     $103,190     $106,801     $110,539     $114,408     $118,412     $122,557  
  Management Fee                $58,196      $60,452      $63,908      $68,771      $74,342      $74,144      $79,240      $72,973  
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------  
    Total Recoverable          $794,624     $823,278     $853,433     $885,929     $920,101     $949,504     $985,237   $1,010,681  

  Non-Recoverable Expense       $25,925      $26,607      $27,539      $28,502      $29,500      $30,533      $31,601      $32,707  

TOTAL EXPENSES                 $820,549     $849,885     $880,972     $914,431     $949,601     $980,037   $1,016,838   $1,043,388  
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------  
Net Operating Income         $1,119,304   $1,165,180   $1,249,301   $1,377,919   $1,528,465   $1,491,422   $1,624,482   $1,389,046  

  Capital Reserves               19,253       19,590       20,276       20,985       21,720       22,480       23,267       24,081  
  Tenant Improvements            68,935       36,947       35,001      279,749       12,806       89,670       48,014      380,641  
  Leasing Commissions            47,304       20,176       19,114      155,024        6,993       48,968       26,220      207,862  
                             -----------------------------------------------------------------------------------------------------

Cash Flow                      $983,812   $1,088,467   $1,174,910     $922,161   $1,486,946   $1,330,304   $1,526,981     $776,462  
==================================================================================================================================
</TABLE>

==============================================================================
Begin July 1, 1997:              2006          2007        2008        2009
==============================================================================

Income
  Base Rental Income          $2,783,506   $2,991,567   $2,775,599  $3,196,916
  Expense Recoveries             $85,768     $114,945      $75,106    $100,093
                              ----------   ----------   ----------  ----------
Gross Rental Income           $2,869,274   $3,106,512   $2,850,705  $3,297,009

  Other Income                    $2,275       $2,320       $2,367      $2,414
  Less: Vacancy & Credit Lo      (57,385)     (62,130)     (57,014)    (65,940)
                              ----------   ----------   ----------  ----------
Effective Gross Income        $2,814,164   $3,046,702   $2,796,058  $3,233,483

Expenses
  Real Estate Taxes             $218,144     $225,779     $233,681    $241,860
  Operating Expenses            $625,538     $647,431     $670,092    $693,545
  General & Administrative      $126,846     $131,286     $135,881    $140,637
  Management Fee                 $84,425      $91,401      $83,882     $97,005
                              ----------   ----------   ----------  ----------
    Total Recoverable         $1,054,953   $1,095,897   $1,123,536  $1,173,047

  Non-Recoverable Expense        $33,852      $35,037      $36,263     $37,532

TOTAL EXPENSES                $1,088,805   $1,130,934   $1,159,799  $1,210,579
                              ----------   ----------   ----------  ----------
Net Operating Income          $1,725,359   $1,915,768   $1,636,259  $2,022,904

  Capital Reserves                24,924       25,796       26,699      27,633
  Tenant Improvements            125,399       15,741      349,210      80,348
  Leasing Commissions             68,479        8,596      190,697      43,877
                              ------------------------------------------------

Cash Flow                     $1,506,557   $1,865,635   $1,069,653  $1,871,046
==============================================================================

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Terminal Capitalization Rate Selection

      A terminal capitalization rate was used to estimate the market value of
the property at the end of the assumed investment holding period. We estimated
an appropriate terminal rate based on indicated rates in today's market.

                      ======================================
                         Summary of Capitalization Rates
                      ======================================
                         Sale           Capitalization
                          No.                Rate
                      ======================================
                           1                  N/A
                           2                 8.75%
                           3                  N/A
                           4                 8.52%
                           5                 9.00%
                           6                 7.40%
                           7                 8.70%
                      ======================================

      The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 7.4 to 9.0 percent, with a median of 8.7
percent. Sales 2 and 4 had little projected turnover over the holding period and
are most typical of multi-tenant buildings in the market, like the subject would
be at the end of the holding period.

      Cushman and Wakefield has surveyed national real estate investors for
their investment objectives as of the Winter of 1996. This information includes
parameters relative to going-in cap rates, terminal capitalization rates, and
IRRs for specific property types. A copy of this survey can be found in the
Addenda.

================================================================================
                       Cushman & Wakefield Investor Survey
                                   Autumn 1996
                Offices-Suburban/Non-CBD, Class-B -- Leased Asset
================================================================================
                Going-in       Terminal                    Income       Expense
                Cap Rate       Cap Rate        IRR         Growth       Growth
================================================================================
Overall Range   8.0-12.0%      9.0-11.0%   10.5 - 18.0%     0.0-8.0%    2.0-5.0%
Average Low/
Average High    9.5 / 10.0%  9.8 / 10.2%   12.0 / 12.5%   3.4 / 4.5%  3.4 / 3.7%
================================================================================

      The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring investment-grade suburban, non-CBD
office properties in the United States. Generally speaking, our survey reveals
terminal capitalization rates of 8.0 to 12.0 percent with the average low and
high responses of 9.5 and 10.0 percent for investment grade Class B - Leased
offices in non-CBD suburban locations.

      We also considered the Korpacz Real Estate Investor Survey for the First
Quarter 1997 for the National Suburban Office Market. It showed terminal cap
rates ranging from 8.25 to 11.0 with an average of 9.6 percent. The average was
down eight basis points compared to a year ago.

================================================================================


                                      -63-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period, including a possible deterioration in market conditions for
the property. Investors typically add 50 to 100 basis points to the "going-in"
rate to arrive at a terminal capitalization rate, according to Cushman &
Wakefield's periodic investor surveys. Based on the subject's age, condition,
and competitiveness at the end of the holding period, as well as the high demand
for office product in the Northern Virginia market, we would conclude to a 9.0
to 9.5 percent reversionary capitalization rate, or say 9.25 percent.

Discount Rate Analysis

      We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================
                           Autumn 1996 Investor Survey
                          For Suburban Office Buildings
================================================================================
                    Going-In           Terminal             Irr
- --------------------------------------------------------------------------------
                  Low     High      Low       High     Low      High
================================================================================
        Mean      8.80%   9.50%     9.30%     9.90%    11.2%    11.6%
       Range      8.00%   11.0%     8.00%     11.0%    10.0%    13.0%
================================================================================

      This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality suburban office properties
in the United States. The entire survey is included in the Addenda to this
report, with a further breakdown of yield rates shown earlier.

      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents" the amount and timing of tenant roll-overs; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy, investor demand for the
property type; the diversification of the metropolitan area- the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

================================================================================


                                      -64-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      The investors' internal rates of return cited above range from 10.0 to
13.0 percent. In our analysis of this office building, we discounted the cash
flows at 11.5 percent.

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

Eleven-Year Cash Flow Analysis

      Based on the discount rate selected above, we estimate property value at
$13,800,000, rounded. The valuation table is presented on the following page.

================================================================================


                                      -65-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 Oakwood Center

                                Fairfax, Virginia

                          Discounted Cash Flow Analysis
<PAGE>

                                 Oakwood Center
                                Fairfax, Virginia
                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
========================================================================================
                             DISCOUNT                                          
FISCAL          NET          FACTOR @      PRESENT VALUE     COMPOSITION    CASH ON CASH
 YEAR      CASH FLOW          11.50%       OF CASH FLOWS       OF YIELD        RETURN
========================================================================================
<S>        <C>               <C>              <C>               <C>            <C>
 1998      $   983,812  x    0.896861  =      $882,343          6.42%            7.15%
 1999      $ 1,088,467  x    0.804360  =      $875,519          6.37%            7.92%
 2000      $ 1,174,910  x    0.721399  =      $847,579          6.16%            8.54%
 2001      $   922,161  x    0.646994  =      $596,633          4.34%            6.71%
 2002      $ 1,486,946  x    0.580264  =      $862,821          6.27%           10.81%
 2003      $ 1,330,304  x    0.520416  =      $692,312          5.03%            9.67%
 2004      $ 1,526,981  x    0.466741  =      $712,705          5.18%           11.10%
 2005      $   776,462  x    0.418602  =      $325,028          2.36%            5.65%
 2006      $ 1,506,557  x    0.375428  =      $565,603          4.11%           10.96%
 2007      $ 1,865,635  x    0.336706  =      $628,171          4.57%           13.57%
 2008      $ 1,069,653  x    0.301979  =      $323,013          2.35%            7.78%
                                                                           
Total Present Value of Cash Flows           $7,311,726         53.17%            9.08%
                                                                               Average
Reversion:                                                             
 2009  *   $2,022,904 /          9.25% =   $21,869,232
           Less: Cost of Sale @  2.50% =     ($546,731)
                                           -----------
           Net Reversion               =   $21,322,502
           X Discount Factor           =      0.301979
                                           -----------
                                 
           * Net Operating Income
                                
Total Present Value of Reversion           $ 6,438,944         46.83%
                                                              ------

Total Present Value                        $13,750,669        100.00%

                                ROUNDED:   $13,800,000
                                           -----------

                   --------------------------------------------------------
                   Net Leasable Area (S.F.):                        128,353
                   Per Square Foot of Net Rentable Area             $107.52
                   Implicit Going-in Capitalization Rate:
                     Year One NOI (12 Months)                    $1,119,304
                     NOI Annualized                              $1,119,304
                     Going-In Cap Rate                                 8.11%
                   --------------------------------------------------------

========================================================================================
</TABLE>

                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Reconciliation Within Income Capitalization Approach

      Using the above indicated rates of return, our cash flow model indicated a
value of $13,800,000, rounded, or $107.52 per square foot, as shown on the
preceding page. This value estimate produces a very high implied going-in
capitalization rate of 8.1 percent, which falls at the low end of the range
generally required by investors as noted in the Cushman & Wakefield Investor
Survey. As discussed earlier, going-in rates derived from the comparable sales
were mostly between 8.5 and 9.0 percent. The primary factor impacting the low
going-in rate is that the property's current tenancy includes many tenants
paying rent that is $2 to $4 per square foot less than market, with an average
rent for the occupied space of $14.50 per square foot compared to a current
market rent of $18.00 per square foot. Upon rollover, we are assuming that new
leases will be executed at market levels. Given these items, an implied going-in
rate below those of the sales is logical, as it reflects the property's near
term upside potential.

      Regarding the composition of the yield, as analyzed in the Discounted Cash
Flow Analysis chart, 53 percent of the subject's ultimate yield is derived from
the cash flow of the property with the balance attributable to the reversion or
resale of the property at the conclusion of the holding period. Typical investor
requirements dictate that a substantial amount of the value be derived from the
cash flow. Greater risk would be evident when the reversion provides a larger
percentage of the overall return than the cash flows. In this instance, the
relationship is consistent with investor expectations.

      Thus, it is our opinion that the prospective market value of the property,
as of July 1, 1997, by the Income Capitalization Approach, is $13,800,000 which
equates to $107.52 per square foot of net rentable building area.

      Value Indicated by Discounted Cash Flow Analysis: $13,800,000

================================================================================


                                      -67-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimating market
value of commercial Teal estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.

            Sales Comparison Approach            $13,500,000 to $14,800,000
            Income Capitalization Approach                      $13,800,000

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the primary basis of our value estimate for the subject property.
The quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net Income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      In light of the above, we are of the opinion that the prospective market
value of the leased fee estate in the property, as of July 1, 1997, is:

                 THIRTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $13,800,000

================================================================================


                                      -68-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. (Marketing time is subsequent to
the effective date of the appraisal and exposure time is presumed to precede the
effective date of the appraisal.) The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

      We believe, based on the assumptions employed in our analysis, as well as
our selection of investment parameters for the subject, that our value
conclusions represent a price achievable within one year's marketing time on the
open market.

================================================================================


                                      -69-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W`s prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -70-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      Market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

================================================================================


                                      -71-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

1.    Steven A. Studabaker, MAI, inspected the property and wrote the report.
      Donald R. Morris, MAI, Manager, Cushman & Wakefield of Washington D.C.,
      Valuation Advisory Services, also inspected the property and has reviewed
      and approved the report.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the Uniform Standards of Professional
      Appraisal Practice of the Appraisal Foundation and the Code of
      Professional Ethics and the Standards of Professional Appraisal Practice
      of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, Steven A. Studabaker, MAI, and Donald R.
      Morris, MAI, have completed the requirements of the continuing education
      program of the Appraisal Institute.

10.   It is our opinion that the estimated prospective market value of the
      subject property, in as-is condition, as of the effective date of the
      appraisal, July 1, 1997, was $13,800,000.


/s/ Steven A. Studabaker
- ----------------------------------------------------                      
Steven A. Studabaker, MAI
Virginia Certified General Appraiser No. 4001-001111

                                                                 [SEAL]
                                                       COMMONWEALTH OF VIRGINIA
                                                       STEVEN A. STUDABAKER, MAI
                                                             No. 4001-001111
                                                            Certified General
                                                               Real Estate
                                                                Appraiser

/s/ Donald R. Morris
- ----------------------------------------------------                      
Donald R. Morris, MAI
Virginia Certified General Appraiser No. 4001-002465

                                                                 [SEAL]
                                                       COMMONWEALTH OF VIRGINIA
                                                            Donald R. Morris
                                                             No. 4001-002465
                                                            Certified General
                                                               Real Estate
                                                                Appraiser

================================================================================


                                      -72-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================

================================================================================


                                      -73-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         Addenda
================================================================================

                                Legal Description

================================================================================
<PAGE>

                                [GRAPHIC OMITTED]

                                      [MAP]

                                Legal Description
<PAGE>

================================================================================

LEGAL DESCRIPTION - PARCEL 2

BEGINNING AT A POINT in the northwesterly line of the ramp from flyover West
bound lane of U.S. Route 50, said point being the most southerly corner of
PARCEL 18-A-1, RESUBDIVISION OF PARCELS 18-A, 18-S, 18-C and 18-D of THE
PROPERTY OF FAIRFAX ASSOCIATES:

THENCE running with the northwesterly line of said ramp the following courses
and distances:

WITH the are of a curve to the left whose radius is 609.00 feet, chord is 102.49
feet, chord hearing is S 41 degrees 32' 30" W, for a distance of 102.61 feet to
a point; THENCE S 36 degrees 42' 53" W, 378.46 feet to a point; WITH the are of
a curve to the right whose radius is 299.00 feet, chord is 149.01 feet, chord
bearing is S 51 degrees 06' 37" W, for a distance of 150.59 feet to a point;
WITH the arc of a curve to the right whose radius is 99.00 feet, chord is
104.38 feet, chord bearing is N 82 degrees 36' 51" W, for a distance of 109.94
feet to a point; THENCE N 50 degrees 48' 03" W, 35.58 feet to a point; WITH
the arc of a curve to the right whose radius is 34.00 feet, chord in 46.27 feet,
chord bearing is N 07 degrees 55' 04" W, for a distance of 50.89 feet to a
point in the easterly line of a road, designated RING ROAD;

THENCE departing the northwesterly line of said ramp and running with the
easterly line of RING ROAD the following courses and distances:

WITH the arc of a curve to the left whose radius in 623.00 feet, chord is 453.18
feet, chord bearing is N 13 degrees 38' 16" E, a distance of 463.61 feet to a
point; WITH the arc of a curve to the left whose radius is 395.00 feet, chord is
193.65 feet, chord bearing is N 22 degrees 01' 46" W, a distance of 197.71 feet
to a point, said point being a southerly corner of Parcel 18-A-1 of the
aforementioned resubdivision of the property of Fairfax Associates;

THENCE departing the easterly line of RING ROAD and running with the southerly
line of said Parcel 18-A-1, S 65 degrees 54' 36" E, 563.31 feet to the point of
beginning and containing 4.2530 acres, more or less.

PREPARED BY: Harold A. Logan Associates, P.C.
             October 17, 1993

================================================================================


                                Legal Description
<PAGE>

                                                                         Addenda
================================================================================

                        Rent Roll Supplied by Management

================================================================================
<PAGE>

[LOGO] CB ======================================================================
COMMERCIAL

================================================================================
Oakwood Center                                                          06/08/97
Rent Roll
May, 1997                                                               PAGE TWO

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                          PUBTRADED
                                                      BASE     CHANGE   EXPENSE   RENT        CONTACT         SUBSIDIARY   MARKET
TENANT               SUITE  NRSF  COMMENCE  EXPIRES   RENT      DATE     STOP   ESCALATION     NUMBER         PARENT CO.   SYMBOL
====================================================================================================================================
<S>                   <C>  <C>    <C>       <C>       <C>     <C>       <C>   <C>           <C>           <C>             <C>
                                                                                                                            NO
JOSHUA MUSS & ASSOC.  320  1,577  11/01/96  10/31/97  $16.00  11/01/97   5.71      N/A       Marvin Dennen        NO        N/A
                                                                                               591-1881           N/A       N/A
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            YES
VERSATILITY, INC.     330  2,409  11/01/95  12/31/04  $15.20  11/01/97  $5.30 3% per annum  Barbara Thompson      NO       NASDAQ
                                                                                               591-2900           N/A       VERS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            NO
SPICER INSURANCE      340  1,394  10/01/95  09/30/00  $14.50  10/01/97   TBD  3% per annum    Frank Spicer        NO        N/A
                                                                                               385-5100           N/A       N/A
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            NO
MCGHEE AND ASSOCIATES 360    828  07/01/96  06/30/97  $16.00    N/A     $5.30      N/A       Kathryn Kelley       NO        N/A
                                                                                               691-2257           N/A       N/A
- ------------------------------------------------------------------------------------------------------------------------------------
                                  06/09/94  06/30/97  $15.91    N/A                                                         YES
                                  --------------------------  --------
ASSOCIATED COMMERCIAL 370  1,887  07/01/97  06/30/00  $16.00  07/01/97   TBD  3% per annum   Craig Sebner         YES       NYSE
                                                                                               359-9016       Ford Motor    AFS
                                                                                                              Co. 80%
- ------------------------------------------------------------------------------------------------------------------------------------

AEROSPACE CORP        380  4,100  12/16/95  12/15/97  $16.64    N/A      N/A  4% per annum   Craig Mott
                                                                                               934-1651
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                            NO
MOTOROLA              410  5,828  08/01/96  02/29/00  $13.11  03/01/98  $5.30 3% per annum   Barbie Newton        NO        N/A
                                                                                               293-3800           N/A       N/A
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 see              see       see
LOGICON GEODYNAMICS   400  13,143 07/01/95  09/30/00  $13.53  09/01/97  $5.30 3% per annum    suite 100        suite 100  suite 100
                      500  18,947 09/26/94  09/30/00
                          --------
                     Total 32,090
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 see              see       see     
VERSATILITY, INC.     600  18,947 10/01/94  12/31/04  $14.32  10/01/97  $5.30 3% per annum    suite 330        suite 330  suite 330 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 see              see       see     
VERSATILITY, INC.     700  18,947 04/01/96  12/31/04  $15.50  06/01/97  $5.30 3% per annum    suite 330        suite 330  suite 330 
- ------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------
Total Net Rentable Area   127,669 (PER LEASE)
- ---------------------------------------------

STORAGE AND OTHERS
- ----------------------
                            2                        $13,860 
ARDIS               roof antennas 09/04/95  09/03/98 per year 09/01/97   N/A  5% per annum
- ------------------------------------------------------------------------------------------------------------------------------------

CONFERENCE            135    784
- ------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------                       ---------------------------------------------  
Total Storage Area           784                                    Occupied          127,669           99.39%     
- ---------------------------------------------                       ---------------------------------------------  
                                                                    Vacant              784              0.81%     
- ---------------------------------------------                       ---------------------------------------------  
Gross Leasable Area        128,363                                  Total             128,363          100.00%     
- ---------------------------------------------                       ---------------------------------------------  
</TABLE>
<PAGE>

                                                                         Addenda
================================================================================

                           Improved Sales Comparables

================================================================================
<PAGE>

                                                        OFFICE BUILDING OFFERING
================================================================================

I-1                                  Sale

Building Name:                       Centerpointe I and 11

Location:                            4000 and 4050 Legato Road
                                     Fairfax, Fairfax County, VA

Grantor:                             Joshua Realty Corporation
                                     (GE Investments)

Grantee:                             Beacon Properties

Date of Offering:                    June 1996

Recording Data:                      Deed Book 9986, Page 825

Recording Date:                      05/01/97

Physical Description:

 Land Area:                          17.00 Acres
 Net Rentable Area:                  408,111 Square Feet
 Year Built:                         Circa 1988
 Occupancy at Sale:                  100%
 Parking:                            Structured; 3.6/1000
 Quality:                            Excellent
 Construction:                       Masonry and Glass
 Stories:                            11

Sale Price:                          $55,000,000

Terms of Sale:                       All Cash to Seller
                                     Purchaser is a REIT

Sale Price/Square Foot (RSF):        $134.77

Centerpointe I:                      203,630 SF NRA, Yr Built: 1988

Centerpointe II:                     204,481 SF NRA, Yr Built: 1990

COMMENTS:

      This is the sale of two, Class A suburban office buildings located at the
      intersection of West Ox Road and Legato Road, just south of US Route 50.
      The buildings are 100 percent occupied by American Management Systems
      (203,630 and 69,585 SF), QSI (28,359 SF), Fujitsu (20,336 SF) and others.
      Lease rollover exposure occurs in 1997, 1999 and
<PAGE>

                                                        OFFICE BUILDING OFFERING
================================================================================

1-1 Continued
      2007. The price is based on IRRs in the 11.0 to 11.5 percent range.
      Asking rents in the market are between $18.00 and $20.00 per square foot.
      The contract price is $8,000,000 below the initial asking, or a 13%
      discount.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-2                               Sale

Building Name:                    8280 Greensboro Drive

Location:                         8280 Greensboro Drive
                                  McLean, Fairfax County, VA

Parcel Number:                    029-3-15-001O-A

Grantor:                          Tysons Corner Limited Partner-
                                  ship (Balcor)

Grantee:                          Gateway Costal Properties, Inc
                                  (RREEF)

Date of Sale:                     04/23/97

Recording Data:                   Deed Book 9978, Page 446

Recording Date:                   04/23/97

Physical Description:

 Land Area:                       115,140 Square Feet
                                  2.64 Acres
 Net Rentable Area:               205,341 Square Feet
 Year Built:                      1985
 Parking:                         547 spaces
 Construction:                    Steel frame; reflective glass
 Zoning:                          C4, Fairfax county
 Stories:                         9

Sale Price:                       $30,000,000

Terms of Sale:                    Cash to Seller

Appraisal Indicators:
 Overall Rate (OAR):              8.75%

Sale Price/Square Foot (RSF):     $146.10

Number of Tenants:                24; largest = Deltek Systems (25%)

Legal Description:                Lot 10A, Section 4, Leasco Office Park

COMMENTS:
      This is the sale of a 9-story, Class A-, reflective glass office building
      built in 1985 and located in one of the
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-2 Continued

      prime office neighborhoods in Tysons Corner, Virginia. The buyer would not
      divulge any detailed financial information on the property outside of the
      following data: 

      The price equated to a going-in capitalization rate of about 8.75 percent.

      The purchaser's target yields (IRRs) for this market are between 10.75%
      for Class A, top of the market buildings with long term, stable income,
      and 12.0% for Class A-/B+ buildings with below market existing rents. They
      are no longer assuming any major spikes in rent growth due to the
      anticipated new construction that will be delivered in the next 9 to 12
      months. 

      They do examine replacement costs as a test of reasonableness regarding
      the spread between their acquisition relative to new product delivered at
      market rent levels.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-3                              Sale

Building Name:                   Tysons Office Center

Location:                        8133 Leesburg Pike
                                 Vienna, Fairfax County, VA

Parcel Number:                   039-2-02-0041,0042

Grantor:                         Tysons Office Center Limited
                                 Partnership (VIB Management)

Grantee:                         Tysons Office Center, Inc.
                                 (Invesco)

Date of Sale:                    04/16/97

Recording Data:                  Deed Book 9973, Page 1212

Recording Date:                  04/16/97

Physical Description:

  Land Area:                     112,398 Square Feet
                                 2.58 Acres
  Net Rentable Area:             142,000 Square Feet
  Year Built:                    1981
  Occupancy at Sale:             100%
  Parking:                       358 spaces
  Construction:                  Steel frame, reflective glass
  Zoning:                        C3, Fairfax County
  Stories:                       9

Sale Price:                      $16,000,000

Terms of Sale:                   Cash to Seller

Appraisal Indicators:
  Overall Rate (OAR):            8.4%
  Discount Rate (IRR):           12.0%

Sale Price/Square Foot (RSF):    $112.68

Parking Ratio:                   2.5 per 1,000 SF

Tenant Turnover:                 60-65% in 3 Years

Average Rents:                   $3.00 to $3.50/SF Below Market
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-3 Continued

Rent Growth:                   5%, 5%, 3.5% thereafter

COMMENTS:

      This is the sale of a Class B office building built in 1981 and located in
      the popular Tysons Corner submarket. The property was in good condition at
      the time of sale. The sellers recently spent about $3.OM on renovating the
      lobbies, restrooms, and on a new roof and mechanical upgrades.

      The buyers indicated that the building was 100 percent occupied at the
      time of sale but was subject to 60 to 65% tenant turnover in the first
      three years of ownership. These tenants had rents averaging around
      $16.50/SF compared to $20/SF for market rents. Hence, the buyer saw this
      as an opportunity to roll up a lot of below market leases, move them to
      market rents, and sell the property in four to seven years at a price that
      would still be attractive to the next owner. Because there is risk
      associated with this type of effort, and particularly because there is new
      construction being planned for competing markets, the buyer used a
      slightly higher IRR of 12.0 percent, compared to IRRs closer to 11.0% for
      their acquisition of Class A properties. The buyer also reported expenses
      of approx $7.00/SF.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-4                                Sale

Building Name:                     Camron Office Park-Building I

Location:                          3601 Eisenhower Avenue
                                   Alexandria, VA

Parcel Number:                     070.00-01-07

Grantor:                           #1 Radnor Camron Run L.P.
                                   Robert Buchanan-Buchanan Assoc

Grantee:                           Camron Run L.L.C.
                                   Robert E. Dewitt

Date of Sale:                      10/14/96

Recording Data:                    Deed Book 1584, Page 726

Recording Date:                    10/14/96

Physical Description:

 Land Area:                        186,437 Square Feet
                                   4.28 Acres
 Gross Building Area:              151,442 Square Feet
 Net Rentable Area:                143,707 Square Feet
 Year Built:                       1991
 Occupancy at Sale:                95%
 Parking:                          2.4 per 1000 SF
 Quality:                          Good
 Construction:                     Concrete and steel frame
 Zoning:                           OCM100, Alexandria
 Stories:                          6

Sale Price:                        $15,400,000

Terms of Sale:                     Financing provided by MetLife
                                   for $10,500,000 at market
                                   terms

Economic Indicators:
 Effective Gross Income:           $2,210,171               Buyer's Proforma
 Less: Operating Expenses:         $898,168                 Buyer's Proforma
 Net Operating Income:             $1,312,003               Buyer's Proforma

Appraisal Indicators:
 Effective Gross Inc. Mult.:       6.97
 Overall Rate (OAR):               8.52%
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-4 Continued

Sale Price/Square Foot (GSF):          $101.69

Sale Price/Square Foot (RSF):          $107.16

Operating Expense Ratio                40.6%

COMMENTS:

      This is the sale of an office building situated in the
      Hungtington/Eisenhower submarket in Alexandria. The property fronts the
      north side of Eisenhower Avenue and has good access and some visibility to
      Interstate 95/395 (Beltway).

      The building was 95 percent leased to 12 tenants. There was one tenant who
      occupied 10 percent of the building which is scheduled to rollover in the
      first year of the holding period, however, this tenant has recently
      renewed. There is siginifcant rollover risk in 1999 and 2000 when 35 and
      48 percent of the leases expire. According to the buyer, this was not
      viewed as substantially troublesome because of the current and anticipated
      strength of the submarket.

      The property was listed for $15,500,000 and was on the market for less
      than six months.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-5                                 Sale

Building Name:                      The Nortel Building

Location:                           2010 Corporate Ridge
                                    McLean, Fairfax County, VA

Parcel Number:                      39-2-1-62A

Grantor:                            Northern Telecom, Inc.

Grantee:                            Acquiport Corporate Ridge, Inc
                                    (Equitable Real Estate)

Date of Sale:                       08/01/96

Recording Data:                     Book 9776 Page 126

Recording Date:                     08/07/96

Physical Description:

 Land Area:                         288,090 Square Feet
                                    6.61 Acres
 Net Rentable Area:                 252,315 Square Feet
 Year Built:                        1989
 Occupancy at Sale:                 100%
 Parking:                           4.0 per 1,000
 Quality:                           Good
 Construction:                      Limestone and glass
 Zoning:                            PDC, Planned Dev. Commercial
 Stories:                           10

Sale Price:                         $35,000,000

Terms of Sale:                      All Cash to Seller
                                    Cash Equivalent

Economic Indicators:
 Effective Gross Income:            $5,261,200             Buyer's Proforma
 Less: Operating Expenses:          $1,766,200             Buyer's Proforma
 Net Operating Income:              $3,495,000             Buyer's Proforma

Appraisal Indicators:
 Effective Gross Inc. Mult.:        6.65
 Overall Rate (OAR):                10.01 %
 Discount Rate ORR):                11.75%

Sale Price/Square Foot (RSF):       $138.72
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-5 Continued

Lease Expirations:                    7% 1996, 11% 1998, 14% 1999, 11% 2001

Rent Growth:                          6% 1996, 1997, 1998

Major Tenant:                         Nortel: 144,879 SF, $19.65/SF, $3/SF Yr6

Estimated Market Rent At Sale:        $20.00/SF

COMMENTS:

      This is the sale of a Class A building in the Tysons Corner submarket. The
      seller occupies 144,879 square feet (57 percent) of the building at a
      lease rate of $19.65 per square foot, full service, with an a rent step of
      $3.00 per square foot in year 6. There are no commissions or tenant
      improvements paid on the new lease. The balance of the building is leased
      to five credit-worthy tenants. The building features a cafeteria and
      fitness center. The income durability is good, with limited rollover
      through the year 2001. The stabilized capitalization rate of 10.01 percent
      is derived from the buyer's proforma. Their' indicated cash-on-cash return
      was 9.1 percent. The buyer indicated that they were not the highest bidder
      on this sale-leaseback transaction, but were finally selected based on
      their ability to manage the building. Thus the transaction price per
      square foot is considered somewhat low, and the return and yield rates
      high. The listing broker reported an exposure time of less than three
      months.

      The purchaser reported rent growth of 6% in years 1996 through 1998, and
      4% thereafter, and basing the acquisition on an 11.75% IRR.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-6                                 Sale

Building Name:                      Reston Plaza I & II

Location:                           12020 and 12030 Sunrise Valley
                                    Drive
                                    Reston, Fairfax County, VA

Parcel Number:                      017-3-08-0003-B1 and B2

Grantor:                            Aetna Life Insurance Company

Grantee:                            Reston Plaza Office LLC
                                    (LaSalle Advisors)

Date of Sale:                       07/25/96

Recording Data:                     Deed Book 9762, Page 1986

Recording Date:                     07/25/96

Physical Description:

 Land Area:                         205,795 Square Feet
                                    4.72 Acres
 Net Rentable Area:                 126,557 Square Feet
 Year Built:                        1985
 Occupancy at Sale:                 100%
 Parking:                           2.9/1,000 SF, Surface
 Quality:                           Average
 Construction:                      Concrete and Steel
 Zoning:                            14, Fairfax County
 Stories:                           3

Sale Price:                         $13,650,000

Terms of Sale:                      All Cash to Seller
                                    Considered Cash Equivalent

Economic Indicators:
 Effective Gross Income:            $1,990,000                      Actual
 Less: Operating Expenses:          $980,000                        Estimate
 Net Operating Income:              $1,010,000                      Estimate

Appraisal Indicators:
 Effective Gross Inc. Mult.:        6.86
 Overall Rate (OAR):                7.4%

Sale Price/Square Foot (RSF):       $107.86
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-6 Continued

Operating Expense Ratio:                    49.2%

COMMENTS:

      This is the sale of two, 100 percent occupied, good quality, office
      buildings situated at the northeast quadrant of Sunrise Valley Drive and
      Edmund Halley Drive in Reston. At the time of sale, there was about 1,700
      square feet of space available. The average lease rate was reported at
      $15.20/SF in Building I and $16.00/SF in Building 11, full service.
      Contract rents were well below market at the time of sale. There was some
      other income from parking and expense recoveries were projected by the
      seller at $80,000 in 1996, dropping to $20,000 in 1997 due to
      non-recurring circumstances. Thus, we have estimated the net operating
      income at mid-year 1996 to be about $1,010,000.

      The seller reported included proforma rent escalations of 6%, 5%, 4% and
      3% thereafter for 1996 on. Their internal valuations applied a 12.0% IRR,
      but this was acknowledged to be conservative compared to today's market.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-7                                    Sale

Building Name:                         Executive Park III

Location:                              1850 Centennial Park Drive
                                       Reston, Fairfax County, VA

Parcel Number:                         Tax Map 017-4-12-0011-134

Grantor:                               AETNA Life Insurance Company

Grantee:                               Massachusetts Mutual Life
                                       Insurance Company

Date of Sale:                          05/31/96

Recording Data:                        Deed Book 9716 Page 484

Recording Date:                        05/31/96

Physical Description:

 Land Area:                            231,270 Square Feet
                                       5.31 Acres
 Gross Building Area:                  104,620 Square Feet
 Net Rentable Area:                    104,620 Square Feet
 Year Built:                           1985
 Occupancy at Sale:                    100%
 Parking:                              322 spaces or 3.1 per 1,000 SF
 Quality:                              Excellent
 Construction:                         Brick
 Zoning:                               13, Fairfax County
 Stories:                              6

Sale Price:                            $12,200,000

Terms of Sale:                         Cash to Seller; no major
                                       capital repairs needed.

Economic Indicators:
 Effective Gross Income:               $1,771,400                 Actual
 Less: Operating Expenses:             $711,400                   Actual
 Net Operating Income:                 $1,060,000                 Actual

Appraisal Indicators:
 Effective Gross Inc. Mult.:           6.89
 Overall Rate (OAR):                   8.7 %

Sale Price/Square Foot (GSF):          $116.61
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-7 Continued

Sale Price/Square Foot (RSF):                   $116.61

Average Rents at Sale:                          $15.10/SF

Seller's Market Rent Estimate:                  $18.50/SF

Tenant Turnover (1996-2000):                    2%, 9%, 6%, 26%, 33%

Rent Spikes 1996-1999 (Seller)                  6%, 5%, 4%, 3% Thereafter

COMMENTS:

      This is the sale of an attractive, six-story, Class A office building,
      known as Executive Park III, in Reston, Fairfax County, Virginia. The
      building was 100 percent occupied in March of 1996. The largest tenant is
      PHP. Average rent in the building is $15.10 per square foot; this is
      below the seller's estimate of market rent of $18.50 per square foot.
      Operating expenses are estimated to be $6.80 per square foot.

      There is an underground storage tank that was tested and did not leak. No
      impact on value.
<PAGE>

                                                                         Addenda
================================================================================

                       Pro-Ject +plus Assumptions Reports

================================================================================
<PAGE>

                              OAKWOOD CENTER (7111)
                            PROJECT DESIGNATOR: 7111
                            REVISION: 6/19/97 @ 12:11
                                 TENANT REGISTER

                 TENANT                    SQUARE FEET   BEGIN DATE    END DATE
- ----------------------------------------   -----------   ----------    --------
#  1 - MUTUAL OF NY                              3,173      7/1992       6/1997
#  2 - SUITE I        CONFERENCE ROOM              784      6/1997       5/2017
#  3 - SUITE 100      LOGICON GEODYNAMIC         3,157      7/1996       9/2000
#  4 - SUITE 160      BYER'S ENGINEERING         7,801      7/1995       6/2000
#  5 - SUITE 180      CENTRAL FIDELITY B         3,348     12/1982      12/2002
#  6 - SUITE 190      VERSATILITY                1,637      6/1997      12/2004
#  7 - SUITE 200      CMCI                       9,392      7/1997       6/2002
#  8 - SUITE 210      PREMIERE SYSTEMS           2,901      3/1994       2/1999
#  9 - SUITE 220      FRANEY PARR MUHA           3,034      6/1994       6/1999
# 10 - SUITE 260      COBRO CORP                 2,027      6/1996       5/2001
# 11 - SUITE 270      FAIRFAX FAMILY             1,370      9/1995       8/1998
# 12 - SUITE 300      WALKER TITLE               4,895      1/1994      12/1998
# 13 - SUITE 320      JOSHUA MUSS ASSOC          1,577     11/1996      10/1997
# 14 - SUITE 330      VERSATILITY                2,409     11/1995      12/2004
# 15 - SUITE 340      SPICER INSURANCE           1,394     10/1995       9/2000
# 16 - SUITE 360      MCGHEE ASSOCIATES            828      7/1996       6/1997
# 17 - SUITE 370      ASSOCIATED COMMERC         1,887      7/1997       6/2000
# 18 - SUITE 380      AEROSPACE CORP             4,100     12/1995      12/1997
# 19 - SUITE 400/500  LOGICON GEODYNAMIC        32,090      6/1994       9/2000
# 20 - SUITE 410      MOTOROLA                   5,828      8/1996       2/2000
# 21 - SUITE 600      VERSATILITY               18,947     10/1994      12/2004
# 22 - SUITE 700      VERSATILITY               18,947      4/1996      12/2004
                                           -----------
        22 TENANTS                             131,526
                                           ===========
<PAGE>

                              OAKWOOD CENTER (7111)
                            PROJECT DESIGNATOR: 7111
                            REVISION: 6/19/97 @ 12:11
                            MNEMONIC REFERENCE TABLE

AREA MEASURES
- -------------

NRA
OCCU

GROWTH RATES
- ------------

MKTG
EXPG
INC3
INC4
INC2
CP25
C275
30%M

MARKET RATES
- ------------

MKT1
TIRN
TINW
TIWA
RESR
IND3

EXPENSES
- --------

TAX
OPEX
ADME
MGTI
OPEI
NONE

GLOBAL RECOVERIES
- -----------------

BYES
<PAGE>

                              OAKWOOD CENTER (7111)
                            PROJECT DESIGNATOR: 7111
                            REVISION: 6/24/97 @ 15:24
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF OAKWOOD CENTER (7111) BEGINNING 7/1997
FOR 15 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE   -  128,353
THEREAFTER   -  CONSTANT

  1997:     128,353     1998:    128,353     1999:    128,353     2000:  128,353
  2001:     128,353     2002:    128,353     2003:    128,353     2004:  128,353
  2005:     128,353     2006:    128,353     2007:    128,353     2008:  128,353
  2009:     128,353     2010:    128,353     2011:    128,353

OCCU
1997 VALUE   -    122,752
1998 VALUE   -    126,267
1999 VALUE   -    124,743
2000 VALUE   -    122,833
2001 VALUE   -    127,561
2002 VALUE   -    125,084
2003 VALUE   -    125,207
2004 VALUE   -    124,792
2005 VALUE   -    110,310
2006 VALUE   -    125,767
2007 VALUE   -    114,870
2008 VALUE   -    123,503
2009 VALUE   -    125,781
2010 VALUE   -    111,907
2011 VALUE   -    123,688
THEREAFTER   -  CONSTANT

  1997:     122,752     1998:    126,267     1999:    124,743     2000:  122,833
  2001:     127,561     2002:    125,084     2003:    125,207     2004:  124,792
  2005:     110,310     2006:    125,767     2007:    114,870     2008:  123,503
  2009:     125,781     2010:    111,907     2011:    123,688

GROWTH RATES
- ------------

MKTG
1997 VALUE -         1.75
1998 VALUE -         3.50
THEREAFTER -  CONSTANT

  1997:      1.7500     1998:     3.5000     1999:     3.5000     2000:   3.5000
  2001:      3.5000     2002:     3.5000     2003:     3.5000     2004:   3.5000
  2005:      3.5000     2006:     3.5000     2007:     3.5000     2008:   3.5000
  2009:      3.5000     2010:     3.5000     2011:     3.5000

EXPG
1997 VALUE           1.75
1998 VALUE           3.50
THEREAFTER -  CONSTANT
<PAGE>

                                                                          PAGE 2

  1997:      1.7500     1998:     3.5000     1999:     3.5000     2000:   3.5000
  2001:      3.5000     2002:     3.5000     2003:     3.5000     2004:   3.5000
  2005:      3.5000     2006:     3.5000     2007:     3.5000     2008:   3.5000
  2009:      3.5000     2010:     3.5000     2011:     3.5000

INC3
1997 VALUE -         3.00
1998 VALUE -         3.00
THEREAFTER -  CONSTANT

  1997:      3.0000     1998:     3.0000     1999:     3.0000     2000:   3.0000
  2001:      3.0000     2002:     3.0000     2003:     3.0000     2004:   3.0000
  2005:      3.0000     2006:     3.0000     2007:     3.0000     2008:   3.0000
  2009:      3.0000     2010:     3.0000     2011:     3.0000

INC4
1997 VALUE -         4.00
1998 VALUE -         4.00
THEREAFTER -  CONSTANT

  1997:      4.0000     1998:     4.0000     1999:     4.0000     2000:   4.0000
  2001:      4.0000     2002:     4.0000     2003:     4.0000     2004:   4.0000
  2005:      4.0000     2006:     4.0000     2007:     4.0000     2008:   4.0000
  2009:      4.0000     2010:     4.0000     2011:     4.0000

INC2
1997 VALUE -         2.00
1998 VALUE -         2.00
THEREAFTER -  CONSTANT

  1997:      2.0000     1998:     2.0000     1999:     2.0000     2000:   2.0000
  2001:      2.0000     2002:     2.OOO0     2003:     2.0000     2004:   2.0000
  2005:      2.0000     2006:     2.0000     2007:     2.0000     2008:   2.0000
  2009:      2.0000     2010:     2.0000     2011:     2.0000

CP25
1997 VALUE -         2.50
1998 VALUE -         2.50
THEREAFTER -  CONSTANT

  1997:      2.5000     1998:     2.5000     1999:     2.5000     2000:   2.5000
  2001:      2.5000     2002:     2.5000     2003:     2.5000     2004:   2.5000
  2005:      2.5000     2006:     2.5000     2007:     2.5000     2008:   2.5000
  2009:      2.5000     2010:     2.5000     2011:     2.5000

C275
1997 VALUE -         2.75
1998 VALUE -         2.75
THEREAFTER -  CONSTANT

  1997:      2.7500     1998:     2.7500     1999:     2.7500     2000:   2.7500
  2001:      2.7500     2002:     2.7500     2003:     2.7500     2004:   2.7500
  2005:      2.7500     2006:     2.7500     2007:     2.7500     2008:   2.7500
  2009:      2.7500     2010:     2.7500     2011:     2.7500

30%M
 +30.0% OF MKTG

  1997:      0.5250     1998:     1.0500     1999:     1.0500     2000:   1.0500
  2001:      1.0500     2002:     1.0500     2003:     1.0500     2004:   1.0500
  2005:      1.0500     2006:     1.0500     2007:     1.0500     2008:   1.0500
  2009:      1.0500     2010:     1.0500     2011:     1.0500
<PAGE>

                                                                          PAGE 3

 MARKET RATES
 ------------

 MKT1
 1997 VALUE -     18.00
 THEREAFTER - GROWING AT GROWTH RATE MKTG

  1997:   18.0000       1998:   18.3150    1999:    18.9560    2000:  19.6195
  2001:   20.3062       2002:   21.0169    2003:    21.7525    2004:  22.5138
  2005:   23.3018       2006:   24.1173    2007:    24.9615    2008:  25.8351
  2009:   26.7393       2010:   27.6752    2011:    28.6438

 TIRN
 1997 VALUE -          4.00
 THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:    4.0000       1998:    4.0700    1999:     4.2125    2000:   4.3599
  2001:    4.5125       2002:    4.6704    2003:     4.8339    2004:   5.0031
  2005:    5.1782       2006:    5.3594    2007:     5.5470    2008:   5.7411
  2009:    5.9421       2010:    6.1500    2011:     6.3653

 TINW
 1997 VALUE    -        8.00
 THEREAFTER    - GROWING AT GROWTH RATE EXPG

  1997:    8.0000       1998:    8.1400    1999:     8.4249    2000:   8.7198
  2001:    9.0250       2002:    9.3408    2003:     9.6678    2004:  10.0061
  2005:   10.3564       2006:   10.7188    2007:    11.0940    2008:  11.4823
  2009:   11.8841       2010:   12.3001    2011:    12.7306

 TIWA
   +60.0% OF TIRN +40.0% OF TINW

  1997:    5.6000       1998:    5.6980    1999:     5.8974    2000:   6.1038
  2001:    6.3175       2002:    6.5386    2003:     6.7674    2004:   7.0043
  2005:    7.2494       2006:    7.5O32    2007:     7.7658    2008:   8.0376
  2009:    8.3189       2010:    8.6101    2011:     8.9114

 RESR
 1997 VALUE -           0.15
 THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:    0.1500       1998:    0.1526    1999:     0.1580    2000:   0.1635
  2001:    0.1692       2002:    0.1751    2003:     0.1813    2004:   0.1876
  2005:    0.1942       2006:    0.2010    2007:     0.2080    2008:   0.2153
  2009:    0.2228       2010:    0.2306    2011:     0.2387

 IND3
 1997 VALUE -           100
 THEREAFTER - GROWING AT GROWTH RATE INC3

  1997:  100.0000       1998:  103.0000    1999:   106.0900    2000: 109.2727
  2001:  112.5509       2002:  115.9274    2003:   119.4O52    2004: 122.9874
  2005:  126.6770       2006:  130.4773    2007:   134.3916    2008: 138.4234
  2009:  142.5761       2010:  146.8533    2011:   151.2589

 MISCELLANEOUS INCOMES
 ---------------------
<PAGE>

                                                                          PAGE 4

ROOF RENTS/OTHER
1997 VALUE -        14,000
1998 VALUE -        14,000
1999 VALUE -         2,000
THEREAFTER -  GROWING AT GROWTH RATE INC2

  1997:    14,000       1998:    14,000    1999:      2,000    2000:    2,040
  2001:     2,081       2002:     2,122    2003:      2,165    2004:    2,208
  2005:     2,252       2006:     2,297    2007:      2,343    2008:    2,390
  2009:     2,438       2010:     2,487    2011:      2,536

EXPENSES
- --------

PROPERTY TAXES         , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -    151,949
1998 VALUE -    168,510
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:   151,949       1998:   168,510    1999:    174,408    2000:  180,512
  2001:   186,830       2002:   193,369    2003:    200,137    2004:  207,142
  2005:   214,392       2006:   221,895    2007:    229,662    2008:  237,700
  2009:   246,019       2010:   254,630    2011:    263,542

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -    474,900
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:   474,900       1998:   483,211    1999:    500,123    2000:  517,627
  2001:   535,744       2002:   554,495    2003:    573,903    2004:  593,989
  2005:   614,779       2006:   636,296    2007:    658,567    2008:  681,616
  2009:   705,473       2010:   730,164    2011:    755,720

ADMIN/PAYROLL         , REFERRED TO AS ADME
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -     96,300
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:    96,300       1998:    97,985    1999:    101,415    2000:  104,964
  2001:   108,638       2002:   112,440    2003:    116,376    2004:  120,449
  20O5:   124,665       2006:   129,028    2007:    133,544    2008:  138,218
  2009:   143,055       2010:   148,062    2011:    153,245

MANAGEMENT FEES        , REFERRED TO AS MGTI
AN INFORMATIONAL EXPENSE
1997 VALUE -         57,803
1998 VALUE -         59,538
1999 VALUE -         61,861
2000 VALUE -         64,907
2001 VALUE -         72,685
2002 VALUE -         74,229
2003 VALUE -         77,016
2004 VALUE -         79,660
2005 VALUE -         74,430
2006 VALUE -         88,370
2007 VALUE -         83,671
2008 VALUE -         93,456
2009 VALUE -         98,966
2010 VALUE -         90,559
2011 VALUE -        103,569
THEREAFTER - CONSTANT
<PAGE>

                                                                          PAGE 5

  1997:    57,803       1998:    59,538    1999:     61,861    2000:   64,907
  2001:    72,685       2002:    74,229    2003:     77,016    2004:   79,660
  2005:    74,430       2006:    88,370    2007:     83,671    2008:   93,456
  2009:    98,966       2010:    90,559    2011:    103,569

OPERATING EXPENSES, REFERRED TO AS OPE1
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF ADME+100.0% OF MGTI

  1997:   780,952       1998:   809,244    1999:    837,807    2000:   868,011
  2001:   903,897       2002:   934,534    2003:    967,432    2004: 1,001,240
  2005: 1,028,265       2006: 1,075,590    2007:  1,105,443    2008: 1,150,990
  2009: 1,193,514       2010: 1,223,416    2011:  1,276,076

NON-RECOVERABLE         , REFERRED TO AS NONE
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -    25,700
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:    25,700       1998:    26,150    1999:     27,065    2000:   28,012
  2001:    28,993       2002:    30,007    2003:     31,058    2004:   32,145
  2005:    33,270       2006:    34,434    2007:     35,639    2008:   36,887
  2009:    38,178       2010:    39,514    2011:     40,897

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -      2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGTI
1997 VALUE -      3.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 5.000% OF TOTAL RENT

STANDARD METHOD #2 - 2.000% OF TOTAL RENT

STANDARD METHOD #3 - 3.200% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT
<PAGE>

                                                                          PAGE 6

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE   -        0.00
1998 VALUE   -        0.00
1999 VALUE   -        0.00
20OO VALUE   -        0.00
2001 VALUE   -        0.00
2002 VALUE   -        0.00
2003 VALUE   -        0.00
2004 VALUE   -        0.00
2005 VALUE   -        0.00
2006 VALUE   -        0.00
2007 VALUE   -        0.00
2008 VALUE   -        0.00
2009 VALUE   -        0.00
2010 VALUE   -        0.00
2011 VALUE   -        0.00
THEREAFTER   - CONSTANT

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

  1997:    19,253       1998:    19,590    1999:     20,276    2000:   20,985
  2001:    21,720       2002:    22,480    2003:     23,267    2004:   24,081
  2005:    24,924       2006:    25,796    2007:     26,699    2008:   27,633
  2009:    28,601       2010:    29,602    2011:     30,638

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE
<PAGE>

                                                                          PAGE 7

 SECONDARY CLASSIFICATION CODES
 ------------------------------

 NONE

 COST CENTERS
 ------------

 NONE

 SALES VOLUME PROFILE
 --------------------

           PERCENT OF       RELATIVE
 MONTH    ANNUAL SALES       VOLUME
          ------------      --------
 JAN           8.33%            1.00
 FEB           8.33%            1.00
 MAR           8.33%            1.00
 APR           8.33%            1.00
 MAY           8.33%            1.00
 JUN           8.33%            1.00
 JUL           8.33%            1.00
 AUG           8.33%            1.00
 SEP           8.33%            1.00
 OCT           8.33%            1.00
 NOV           8.33%            1.00
 DEC           8.33%            1.00
             -------         -------
 TOTALS      100.00%           12.00

 GLOBAL RECOVERIES
 -----------------

 OPERATING EXPENSES, REFERRED TO AS BYES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 TENANT PROLOGUE
 ---------------

 MINIMUM RENTS:
 SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
 MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

 SALES VOLUMES AND BREAKPOINTS:
 SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
 MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

 RENEWAL RENTS ARE COMPOUNDED ANNUALLY
 RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

 REFERENCE TENANTS
 ----------------

 NONE
<PAGE>

                              OAKWOOD CENTER (7111)
                            PROJECT DESIGNATOR: 7111
                            REVISION: 6/19/97 @ 12:11
                           PROJECT ASSUMPTIONS REPORT
                                FOR TENANTS ONLY
                              INCLUDING ALL TENANTS

TENANTS
- -------

THERE ARE A TOTAL OF 22 LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

# 1 - MUTUAL OF NY
BASE LEASE DATES:       7/1992 TO 6/1997
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           3,173
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    13.23/SF/YR
THEREAFTER - GROWING AT GROWTH RATE INC3

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
AND A BASE OF 6.50/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

- -------------------------------------------------------------------------------

# 2 - SUITE 1         , CONFERENCE ROOM
BASE LEASE DATES:       6/1997 TO 5/2017
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:            784
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

- -------------------------------------------------------------------------------

# 3 - SUITE 100       , LOGICON GEODYNAMIC
BASE LEASE DATES:       7/1996 TO 9/2000
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           3,lS7
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    15.50/SF/YR
THEREAFTER - GROWING AT    3.00%
<PAGE>

                                                                          PAGE 2

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE  FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A  CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF 5.34/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS:    NONE

 ALTERATIONS:    NONE

 OPTION 1 DATES:         10/2000 TO 6/2007
 SQUARE FOOTAGE:           3,157

 MINIMUM RENT:
 2001 VALUE -    18.85/SF/YR
 THEREAFTER - GROWING AT     3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 PRO RATED ON TENANT SQUARE
 FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
 CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF THE EXPENSE VALUE IN
 THE OCCUPANCY YEAR

 COMMISSIONS:    STANDARD METHOD #2
 PAYOUT:         CASHED OUT

 ALTERATIONS:       5.00/SF
 PAYOUT:         CASHED OUT

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE       NONE          YES           YES
                                                  
 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH PATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE  FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:    STANDARD METHOD #3
 RENEWAL PAYOUT:         CASHED OUT

 RENEWAL ALTERATIONS:    MARKET RATE TIWA
 RENEWAL PAYOUT:         CASHED OUT

 -------------------------------------------------------------------------------

 # 4 - SUITE 160           BYER'S ENGINEERING
 BASE LEASE DATES:         7/1995 TO 6/2000
 TYPE OF TENANT:           OFFICE
 SQUARE FOOTAGE:           7,801
<PAGE>

                                                                          PAGE 3

  SUBJECT TO VACANCY ALLOWANCE

  MINIMUM RENT:
  1998 VALUE -    14.19/SF/YR
  THEREAFTER - GROWING AT    2.00%

  RECOVERIES:

  OPERATING EXPENSES
  PRO RATA SHARE RECOVERY OF EXPENSE OPE1 PRO RATED ON TENANT SQUARE
  FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
  CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF 4.87/SF MULTIPLIED
  BY AREA MEASURE NRA

  COMMISSIONS: NONE

  ALTERATIONS: NONE

  SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES
   2        5.00         4      NONE        NONE         YES           YES
   3        5.00         4      NONE        NONE         YES           YES

  RENEWAL MINIMUM RENT:
  MARKET RATE MKT1 MULTIPLIED BY 1.000
  INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

  RENEWAL RECOVERIES:

  OPERATING EXPENSES
  PRO RATA SHARE RECOVERY OF EXPENSE OPE1
  PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
  CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
  AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

  RENEWAL COMMISSIONS:     STANDARD METHOD #3
  RENEWAL PAYOUT:          CASHED OUT

  RENEWAL ALTERATIONS:     MARKET RATE TIWA
  RENEWAL PAYOUT:          CASHED OUT

  ------------------------------------------------------------------------------

  # 5 - SUITE 180          CENTRAL FIDELITY B
  BASE LEASE DATES:        12/1982 TO 12/2002
  TYPE OF TENANT:          OFFICE
  SQUARE FOOTAGE:           3,348
  SUBJECT TO VACANCY ALLOWANCE

  MINIMUM RENT:
  1998 VALUE -   20.05/SF/YR
  THEREAFTER - GROWING AT GROWTH RATE 30%M

  RECOVERIES:

  OPERATING EXPENSES
  PRO RATA SHARE RECOVERY OF EXPENSE OPE1
  PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
  CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
  AND A BASE OF 4.00/SF MULTIPLIED BY AREA MEASURE NRA
<PAGE>

                                                                          PAGE 4

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES
   2        5.00         4      NONE        NONE         YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:    STANDARD METHOD #3
 RENEWAL PAYOUT:         CASHED OUT

 RENEWAL ALTERATIONS:    MARKET RATE TIWA
 RENEWAL PAYOUT:         CASHED OUT

 -------------------------------------------------------------------------------

 # 6 - SUITE 190           VERSATILITY
 BASE LEASE DATES:         6/1997 TO 12/2004
 TYPE OF TENANT:           OFFICE
 SQUARE FOOTAGE:           1,637
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE      18.00/SF/YR
 1999 VALUE      18.54/SF/YR
 2000 VALUE      19.10/SF/YR
 2001 VALUE      19.67/SF/YR
 2002 VALUE      20.26/SF/YR
 2003 VALUE      20.87/SF/YR
 2004 VALUE      21.76/SF/YR
 THEREAFTER    GROWING AT    3.00%

 RECOVERIES:

 BYES
 GLOBAL GROUPING
 GLOBAL RECOVERY BYES

 COMMISSIONS:      3.00%
 PAYOUT:        CASHED OUT

 ALTERATIONS:      10.00/SF
 PAYOUT:        CASHED OUT

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES
   2        5.00         4      NONE        NONE         YES           YES
<PAGE>

                                                                          PAGE 5

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:    STANDARD METHOD #3
 RENEWAL PAYOUT:         CASHED OUT

 RENEWAL ALTERATIONS:    MARKET RATE TIWA
 RENEWAL PAYOUT:         CASHED OUT

 -------------------------------------------------------------------------------

 # 7 - SUITE 200        , CMCI
 BASE LEASE DATES:        7/1997 TO 6/2002
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:           9,392
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE -    16.25/SF/YR
 THEREAFTER - GROWING AT    3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 COMMISSIONS:      3.00%
 PAYOUT:         CASHED OUT

 ALTERATIONS:      3.00/SF
 PAYOUT:         CASHED OUT

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES
   2        5.00         4      NONE        NONE         YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE  FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A  CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS: STANDARD METHOD #3
<PAGE>

                                                                          PAGE 6

 RENEWAL PAYOUT:          CASHED OUT

 RENEWAL ALTERATIONS:     MARKET RATE TIWA
 RENEWAL PAYOUT:          CASHED OUT

 -------------------------------------------------------------------------------

 # 8 - SUITE 210          PREMIERE SYSTEMS
 BASE LEASE DATES:        3/1994 TO 2/1999
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:          2,901
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE -    12.57/SF/YR
 THEREAFTER - GROWING AT     3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF 5.30/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1       5.00          4      NONE        NONE         YES          YES
   2       5.00          4      NONE        NONE         YES          YES
   3       5.00          4      NONE        NONE         YES          YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SPARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP 
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:     STANDARD METHOD #3
 RENEWAL PAYOUT:          CASHED OUT

 RENEWAL ALTERATIONS:     MARKET RATE TIWA
 RENEWAL PAYOUT:          CASHED OUT

 -------------------------------------------------------------------------------

 # 9 - SUITE 220        , FRANEY PARR MUHA
 BASE LEASE DATES:        6/1994 TO 6/1999
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:          3,034
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE -   12.74/SF/YR
<PAGE>

                                                                          PAGE 7

THEREAFTER - GROWING AT  3.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 5.30/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00        4       NONE       NONE          YES           YES
   2        5.00        4       NONE       NONE          YES           YES
   3        5.00        4       NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 10 - SUITE 260       , COBRO CORP
BASE LEASE DATES:        6/1996 TO 5/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           2,027
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    15.50/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 5.34/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE TINW
<PAGE>

                                                                          PAGE 8

 PAYOUT:        CASHED OUT

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
    I       5.00         4     NONE        NONE          YES           YES
    2       5.00         4     NONE        NONE          YES           YES
    3       5.00         4     NONE        NONE          YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AZ GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE  FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A  CALENDAR YEAR EXPENSE 
 WITH NO CAP 
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:    STANDARD METHOD #3
 RENEWAL PAYOUT:         CASHED OUT

 RENEWAL ALTERATIONS:    MARKET RATE TIWA
 RENEWAL PAYOUT:         CASHED OUT

 -------------------------------------------------------------------------------

 # 11 - SUITE 270          FAIRFAX FAMILY
 BASE LEASE DATES:         9/1995 TO B/1998
 TYPE OF TENANT:           OFFICE
 SQUARE FOOTAGE:           1,370
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE -   14.68/SF/YR
 THEREAFTER - GROWING AT    3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
 WITH NO CAP 
 AND A BASE OF 6.50/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
    1       5.00          4     NONE        NONE         YES           YES
    2       5.00          4     NONE        NONE         YES           YES
    3       5.00          4     NONE        NONE         YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM
<PAGE>

                                                                          PAGE 9

  RENEWAL RECOVERIES:

  OPERATING EXPENSES
  PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
  PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
  CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
  WITH NO CAP 
  AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

  RENEWAL COMMISSIONS:    STANDARD METHOD #3
  RENEWAL PAYOUT:         CASHED OUT

  RENEWAL ALTERATIONS:    MARKET RATE TIWA
  RENEWAL PAYOUT:         CASHED OUT

  ------------------------------------------------------------------------------

  # 12 - SUITE 300         WALKER TITLE
  BASE LEASE DATES:        1/1994 TO 12/1998
  TYPE OF TENANT:          OFFICE
  SQUARE FOOTAGE:           4,89S
  SUBJECT TO VACANCY ALLOWANCE

  MINIMUM RENT:
  1998 VALUE -    13.12/SF/YR
  THEREAFTER - GROWING AT     3.00%

  RECOVERIES:

  OPERATING EXPENSES
  PRO RATA SHARE RECOVERY OF EXPENSE OPE1
  PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
  CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
  WITH NO CAP
  AND A BASE OF 5.30/SF MULTIPLIED BY AREA MEASURE NRA

  COMMISSIONS: NONE

  ALTERATIONS: NONE

  SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00          4     NONE        NONE         YES           YES
   2        5.00          4     NONE        NONE         YES           YES
   3        5.00          4     NONE        NONE         YES           YES

  RENEWAL MINIMUM RENT:
  MARKET RATE MKT1 MULTIPLIED BY 1.000
  INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

  RENEWAL RECOVERIES:

  OPERATING EXPENSES
  PRO RATA SHARE RECOVERY OF EXPENSE OPE1
  PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
  CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
  WITH NO CAP
  AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

  RENEWAL COMMISSIONS:    STANDARD METHOD #3
  RENEWAL PAYOUT:         CASHED OUT

  RENEWAL ALTERATIONS:    MARKET RATE TIWA
  RENEWAL PAYOUT:         CASHED OUT
<PAGE>

                                                                         PAGE 10

 -------------------------------------------------------------------------------

 # 13 - SUITE 320         JOSHUA MUSS ASSOC
 BASE LEASE DATES:        11/1996 TO 10/1997
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:           1,577
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE       16.00/SF/YR
 THEREAFTER   GROWING AT     0.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF 5.71/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE       NONE         YES           YES
   2        5.00         4      NONE       NONE         YES           YES
   3        5.00         4      NONE       NONE         YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 BYES
 GLOBAL GROUPING
 GLOBAL RECOVERY BYES

 RENEWAL COMMISSIONS:     STANDARD METHOD #3
 RENEWAL PAYOUT:          CASHED OUT

 RENEWAL ALTERATIONS:     MARKET PATE TIWA
 RENEWAL PAYOUT:          CASHED OUT

 -------------------------------------------------------------------------------

 4 14 - SUITE 330         VERSATILITY
 BASE LEASE DATES:        11/1995 TO 12/2004
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:          2,409
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE -    15.20/SF/YR
 THEREAFTER - GROWING AT     3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
<PAGE>

                                                                         PAGE 11

 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF      5.30/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES
   2        5.00         4      NONE        NONE         YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:    STANDARD METHOD #3
 RENEWAL PAYOUT:         CASHED OUT

 RENEWAL ALTERATIONS:    MARKET RATE TIWA
 RENEWAL PAYOUT:         CASHED OUT

 -------------------------------------------------------------------------------

 # 15   SUITE 340       , SPICER INSURANCE
 BASE LEASE DATES:       10/1995 TO 9/2000
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:           1,394
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE -    14.50/SF/YR
 THEREAFTER - GROWING AT     3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF 5.40/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES
   2        S.00         4      NONE        NONE         YES           YES
   3        5.00         4      NONE        NONE         YES           YES
<PAGE>

                                                                         PAGE 12

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:     STANDARD METHOD #3
 RENEWAL PAYOUT:          CASHED OUT

 RENEWAL ALTERATIONS:     MARKET RATE TIWA
 RENEWAL PAYOUT:          CASHED OUT

 -------------------------------------------------------------------------------

 # 16 - SUITE 360         MCGHEE ASSOCIATES
 BASE LEASE DATES:        7/1996 TO 6/1997
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:             828
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 INITIAL RENT:    16.00/SF/YR

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NPA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF 4.97/SP MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES
   2        5.00         4      NONE        NONE         YES           YES
   3        5.00         4      NONE        NONE         YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:     STANDARD METHOD #3
 RENEWAL PAYOUT:          CASHED OUT
<PAGE>

                                                                         PAGE 13

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

- -------------------------------------------------------------------------------

# 17 - SUITE 370          ASSOCIATED COMMERC
BASE LEASE DATES:         7/1997 TO 6/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,887
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.00/SF/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:     3.00%
PAYOUT:         CASHED OUT

ALTERATIONS:     2.00/SF
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
  1        5.00           4     NONE        NONE         YES           YES
  2        5.00           4     NONE        NONE         YES           YES
  3        5.00           4     NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:  STANDARD METHOD #3
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIWA
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 18 - SUITE 380      , AEROSPACE CORP
BASE LEASE DATES:     12/1995 TO 12/1997
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        4,100
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.64/SF/YR
<PAGE>

                                                                         PAGE 14

 THEREAFTER - GROWING AT     4.00%

 RECOVERIES:

 BYES
 GLOBAL GROUPING
 GLOBAL RECOVERY BYES

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE       NONE          YES           YES
   2        5.00         4      NONE       NONE          YES           YES
   3        5.00         4      NONE       NONE          YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 BYES
 GLOBAL GROUPING
 GLOBAL RECOVERY BYES

 RENEWAL COMMISSIONS:   STANDARD METHOD #3
 RENEWAL PAYOUT:        CASHED OUT

 RENEWAL ALTERATIONS:   MARKET RATE TIWA
 RENEWAL PAYOUT:        CASHED OUT

 -----------------------------------------------------------------------------

 # 19 - SUITE 400/500 ,  LOGICON GEODYNAMIC
 BASE LEASE DATES:       6/1994 TO 9/2000
 TYPE OF TENANT:         OFFICE
 SQUARE FOOTAGE:         32,090
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1998 VALUE -   13.53/SF/YR
 THEREAFTER - GROWING AT     3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF 5.30/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE

 OPTION 1 DATES:        10/2000 TO 6/2007
 SQUARE FOOTAGE:         32,090

 MINIMUM RENT:
 2001 VALUE -    18.85/SF/YR
<PAGE>

                                                                         PAGE 15

 THEREAFTER - GROWING AT     3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 COMMISSIONS:    STANDARD METHOD #2
 PAYOUT:         CASHED OUT

 ALTERATIONS:       5.00/SF
 PAYOUT:         CASHED OUT

 SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
   1        5.00         4      NONE        NONE         YES           YES

 RENEWAL MINIMUM RENT:
 MARKET RATE MKT1 MULTIPLIED BY 1.000
 INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

 RENEWAL RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 RENEWAL COMMISSIONS:    STANDARD METHOD #3
 RENEWAL PAYOUT:         CASHED OUT

 RENEWAL ALTERATIONS:    MARKET RATE TIWA
 RENEWAL PAYOUT:         CASHED OUT

 -------------------------------------------------------------------------------

 # 20 - SUITE 410       , MOTOROLA
 BASE LEASE DATES:        8/1996 TO 2/2000
 TYPE OF TENANT:          OFFICE
 SQUARE FOOTAGE:           5,828
 SUBJECT TO VACANCY ALLOWANCE

 MINIMUM RENT:
 1996 VALUE -   13.11/SF/YR
 THEREAFTER - GROWING AT    3.00%

 RECOVERIES:

 OPERATING EXPENSES
 PRO RATA SHARE RECOVERY OF EXPENSE OPE1
 PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
 CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
 WITH NO CAP
 AND A BASE OF 5.30/SF MULTIPLIED BY AREA MEASURE NRA

 COMMISSIONS: NONE

 ALTERATIONS: NONE
<PAGE>

                                                                         PAGE 16

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
  1         5.00         4      NONE        NONE         YES           YES
  2         5.00         4      NONE        NONE         YES           YES
  3         5.00         4      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 21 - SUITE 600        , VERSATILITY
BASE LEASE DATES:       10/1994 TO 12/2004
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          18,947
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -   14.32/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 5.30/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
  1        5.00          4      NONE        NONE         YES           YES
  2        5.00          4      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
<PAGE>

                                                                         PAGE 17

PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 22 - SUITE 700          VERSATILITY
BASE LEASE DATES:         4/1996 TO 12/2004
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           18,947
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    15.50/SP/YR
THEREAFTER - GROWING AT     3.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 5.30/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH      VACANT  SQ FT     MONTHS OF 
 TERM   YEARS.MONTHS   MONTHS INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
 ----   ------------   ------ --------   ---------   -----------   -----------
  1         5.00          4     NONE       NONE          YES           YES
  2         5.00          4     NONE       NONE          YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE TIWA
RENEWAL PAYOUT:         CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                 Investor Survey

================================================================================
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%               --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                      Single-Tenant NNIN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     5     5
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19
<PAGE>

                                                                         Addenda
================================================================================

                          Qualifications of Appraisers

================================================================================
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Professional Affiliations:

      Member of the Appraisal Institute (MAI Designations #9812)
      District of Columbia Certified General Real Estate Appraiser (#GAOOO10267)
      Commonwealth of Virginia Certified General Real Estate Appraiser 
       (#4001002465) 
      State of Maryland Certified General Real Estate Appraiser (#7220)
      State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

      Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
      Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. April 1990 to present.

      Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977
      to April 1990.

      Other real estate experience includes work as a residential listing and
      selling agent preparing market analyses and origination contracts.

      Experience includes appraisal of the following types of property:

      Office Buildings                Medical Office Buildings
      Regional Malls                  Power Centers
      Outlet Centers                  Community & Neighborhood Shopping Centers
      Department Stores               Industrial Buildings
      Residential Subdivisions        Single Family Residences
      Multi-Family Properties         Condominiums/Duplexes
      Subdivision Analysis            Farm/Ranch
      Mixed Use Properties            Golf Courses
      Grape Vineyards                 Special Purpose Facilities
      Commercial Land                 Hotel/Motel
      Ad Valorem Tax Appeals

      Appraisal and consulting services used for mortgage loans, relocations,
      gift and estate tax, condemnation and litigation purposes.

      Qualified as an expert witness in state and federal real estate court
      cases.

Education:

      Bachelor of Arts (Political Science), 1981
      University of Texas at Arlington, Arlington, Texas.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Appraisal Institute Courses:

      #1A1 - Real Estate Appraisal Principles
      #1A2 - Basic Valuation Procedures
      #1B1 - Capitalization Theory & Techniques, Part A
      #1B2 - Capitalization Theory & Techniques, Part B
      #410 - Standards of Professional Appraisal Practice, Part A (USPAP) 
      #420 - Standards of Professional Appraisal Practice, Part B (Al) 
      #21 - Case Studies in Real Estate Valuation 
      #22 - Report Writing and Valuation Analysis 
      #82 - Residential Valuation Procedures

Additional Accredited Real Estate Courses:

      Real Estate Appraisal
      Principles of Real Estate
      Real Estate Marketing
      Real Estate Finance
      Property Management

      Federal National Mortgage Corporation (Fannie Mae) - Appraisal Training

Certified in the Appraisal's Institute's voluntary program of continuing
education for its designated members.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                       STEVEN A. STUDABAKER, MAI

Professional Affiliations:

      Member of the Appraisal Institute (MAI Designations #10241)
      Certified General Real Estate Appraiser District of Columbia -
       (#GAOOO10046)
      Certified General Real Estate Appraiser Commonwealth of Virginia -
       (#4001001111)
      Certified General Real Estate Appraiser State of Maryland - (#10057)

      Board of Directors, Washington, D.C. Chapter of the Appraisal
       Institute, 1995 & 1996

Appraisal/Real Estate Experience:

      Associate Director, Cushman & Wakefield of Washington, D.C., Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. Member of National Retail Valuation Group.
      January, 1987 to present.

      Office Buildings                 Medical Office Buildings
      Biomedical Buildings             Industrial Buildings
      Regional Malls                   Power Centers
      Outlet Centers                   Community & Neighborhood Shopping Centers
      Department Stores                Subdivision Development Analysis
      Residential Subdivisions         Bulk Single Family Lots
      Multi-Family Properties          Mixed Use Properties
      Commercial Land                  Hotel
      Fractional Interest Valuations   Leasehold/Leased Fee Valuations
      Ad Valorem Tax Appeals

Education:

      Bachelor of Arts (International Affairs & Economics), 1975
      University of Colorado, Boulder, Colorado

      Masters in Business Administration (Finance), 1980
      University of Southern California, Los Angeles, California

      Additional Accredited Real Estate Courses:

            Real Estate Investment Analysis
            Subdivision Analysis
            Comprehensive Appraisal Workshop
            Appraisal Reporting of Complex Residential Properties

Continuing education for state licensing





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                    COMPLETE APPRAISAL OF
                    REAL PROPERTY
                    
                    One Northwest Centre
                    13831 Northwest Freeway
                    Houston, Harris County, Texas
          
                             





                                    CUSHMAN &
                                  WAKEFIELD(R)
                           ---------------------------
                           VALUATION ADVISORY SERVICES
                           ---------------------------


                                             

<PAGE>



          ----------------------------------------------------------------------
          COMPLETE APPRAISAL OF
          REAL PROPERTY

          One Northwest Centre
          13831 Northwest Freeway
          Houston, Harris County, Texas

          ----------------------------------------------------------------------

          IN A SUMMARY REPORT
          As of July 25, 1996


          Prepared For:

          GMAC Commercial Mortgage Corporation
          650 Dresher Road
          Horsham, PA 19044-8015




          Prepared By:

          Cushman & Wakefield of Texas, Inc.
          Valuation Advisory Services
          1400 Three Lincoln Centre
          5430 LBJ Freeway, LB 20
          Dallas,Texas 75240


<PAGE>


Cushman & Wakefield of Texas, Inc.                          CUSHMAN &
Three Lincoln Centre                                        WAKEFIELD(R)
5430 LBJ Freeway, Suite 1400/LB20
Dallas, TX 75240
(214)770-2500                                               Improving your place
                                                                in the world.







August 5, 1996

Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE:  Appraisal of Real Property
     One Northwest Centre
     13831 Northwest Freeway
     Houston, Harris County, Texas

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Texas, Inc. is pleased to transmit our summary report
estimating the market value of the leased fee estate in the referenced property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We specifically call your
attention to the following special assumption:

     1)   A detailed set of the subject's building plans were not available.
          Therefore, our estimates of the gross building and net rentable areas
          were obtained from the rent roll and from information provided by the
          management company. Any deviation from these building areas could
          impact our value conclusion.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by and the report was prepared by David Heath,
MAI. Ronald W. Potts, MAI has reviewed the report and is in concurrence with the
findings herein.


<PAGE>


Ms. Avis Tsuya
August 5, 1996
Page 2

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
25, 1996 was:

                    SIX MILLION ONE HUNDRED THOUSAND DOLLARS
                                   $6,100,000

     The preceding estimate of market value is based upon a forecasted marketing
period of approximately 12 months, which we believe (through a review of recent
office building sale activity, as well as with conversations with local
office/investment brokers) is reasonably representative for this product type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF TEXAS, INC.


/s/ David Heath
- ---------------
David Heath, MAI
Dallas Valuation Advisory Services
Certification No. TX-1323243-G


/s/ Ronald W. Potts
- -------------------
Ronald W. Potts, MAI
Director/Manager
Dallas Valuation Advisory Services
Certification No. TX-1321575-G




                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                     One Northwest Centre

Location:                          The subject property is located at the
                                   southwest corner of Northwest Freeway (SH
                                   290) and W. Tidwell Road. The street
                                   address is 13831 Northwest Freeway,
                                   Houston, Harris County, Texas.

Harris County Appraisal
     District Tax I.D. No.:        038-290-003-0027

Interest Appraised:                Leased fee estate

Date of Value:                     July 25, 1996

Date of Inspection:                July 25, 1996

Ownership:                         SKW 11 Real Estate LTD Partnership

Land Area:                         2.725 acres or 118,701 square feet

1996 Property Assessment
     Land:                         $  949,610
     Building:                     $2,550,390
                                   ----------
          Total:                   $3,500,000

1996 Estimated Ad Valorem Taxes:   $110,110

Zoning:                            None; the city of Houston does not have
                                   zoning.

Highest and Best Use
   If Vacant:                      Commercial development, such as a single-
                                   tenant or multi-tenant office building;
                                   however, current market conditions are not
                                   conducive to speculative, multi-tenant office
                                   development at the present time, thus a
                                   holding period would be required before
                                   development of this type would likely occur.

   As Improved:                    As developed, with a multi-tenant, office
                                   building

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Summary of Salient Facts and Conclusions
=============================================================================

Improvements
     Type:                         A six-story, Class B office building of steel
                                   frame, plus a four-level parking garage and
                                   related site improvements. The exterior of
                                   the building is reflective glass.

     Year Built:                   1983

Size
     Gross Building Area:          154,324 square feet
     Net Rentable Office Area:     150,465 square feet
     Net Useable Area:             130,317 square feet

     Common Area Factor:           13.4 percent

     Condition:                    Good

Operating Data and Forecasts
     Current Occupancy:            85.1%

     Forecasted First Year Occupancy
          (Calendar Year 1997):    90.3%

     Forecasted Average Occupancy: 93.0%

     Average Annual Rental Rate
          Actual:                  $10.83 per square foot

          Forecasted:              $11.50 per square foot

     Operating Expenses
          Last Full Year (1995):   $5.48 per net rentable square foot
          Budget (1996):           $5.64 per net rentable square foot
          Forecasted (1996):       $5.55 per net rentable square foot

Value Indicators
     Land Value:                   $500,000 ($4.21 per square foot of land
                                   area)

     Sales Comparison Approach:    $6,200,000 ($41.21 per square foot of net
                                   rentable area)

      Income Approach:             $6,100,000 ($40.54 per square foot of net
                                   rentable area)

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

Discounted Cash Flow Assumptions
     Market Rental Growth Rate
          1997:                         $0.25 per square foot or 2.2 percent
          1998:                         $0.25 per square foot or 2.1 percent
          1999:                         $0.50 per square foot or 4.2 percent
          2000:                         $0.50 per square foot or 4.0 percent
          2001:                         $0.75 per square foot or 5.8 percent
          2002:                         $0.75 per square foot or 5.5 percent
          2003:                         $1.00 per square foot or 6.9 percent
          2004:                         $1.00 per square foot or 6.5 percent
          2005:                         $1.00 per square foot or 6.1 percent
          Thereafter:                   3.5%

          Average Compound 
               Growth Rate:             4.5%

     Expense Growth Rates
          Utilities:                    4.0%
          Repairs & Maintenance:        4.0%
          All others:                   3.5%
          Credit Loss Allowance:        2.0%
          Projected Term of 
               Future Leases:           4 years
          Vacancy Between Tenants       3 months
          Renewal Probability:          67.0%
          Tenant Improvements
               Shell Space:             $14.00 per square foot
               New Tenants:             $ 7.50 per square foot
               Renewal Tenants:         $ 2.50 per square foot
          Commission Expense 
               (Weighted Average):      4.5%
          Terminal Capitalization
               Rate:                    10.5%
          Cost of Sale at 
               Reversion:               4.0%
          Discount Rate:                12.0%
          Implicit Year 1 Overall 
               Capitalization Rate:     11.38%

Value Conclusion
     As Is Value Estimate:              $6,100,000

Resulting Indicators
     Going-In Capitalization Rate
          (Overall Capitalization
               Rate):                   11.12%

     Price Per Square Foot
          (Net Rentable Area):          $40.54

Estimated Marketing Time:               12 months


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

Special Assumption:                1) A detailed set of the subject's building
                                   plans were not available.    Therefore, our
                                   estimates of the gross building and net
                                   rentable areas were obtained from the rent
                                   roll and from information provided by the
                                   management company.  Any deviation from
                                   these building areas could impact our value
                                   conclusion.



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY ...........................................1

INTRODUCTION ..................................................................5
     Identification of Property ...............................................5
     Property Ownership and Recent History ....................................5
     Purpose and Function of the Appraisal ....................................5
     Extent of the Appraisal Process ..........................................5
     Date of Value and Property Inspection ....................................6
     Property Rights Appraised ................................................6
     Definitions of Value, Interest Appraised, and Other Pertinent Terms ......6
     Legal Description ........................................................7
                         

NEIGHBORHOOD ANALYSIS .........................................................8

OFFICE MARKET ANALYSIS ........................................................9

PROPERTY DESCRIPTION .........................................................13
     Site Description ........................................................13
     Improvements Description ................................................13

REAL PROPERTY TAXES AND ASSESSMENTS ..........................................14

ZONING .......................................................................16

HIGHEST AND BEST USE .........................................................17

VALUATION PROCESS ............................................................18

LAND VALUE ESTIMATE ..........................................................20

SALES COMPARISON APPROACH ....................................................24

INCOME APPROACH ..............................................................30

RECONCILIATION AND FINAL ESTIMATE OF VALUE ...................................48

ASSUMPTIONS AND LIMITING CONDITIONS ..........................................50

CERTIFICATION OF APPRAISAL ...................................................52


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Table of Contents
================================================================================

ADDENDA ..................................................................... 53

     Recent Lease Analysis
     Legal Description
     Copy of Floor Plans
     Site Plan
     Flood Plain Map
     Project Assumptions and Analysis
     Cushman & Wakefield Investor Survey
     Qualifications of Ronald W. Potts
     Qualifications of David Heath


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================


                                     [PHOTO]
                               [GRAPHIC OMITTED]



                Front view of the subject property looking west.




                                    [PHOTO]
                               [GRAPHIC OMITTED]



                Front view of the subject property looking south.


================================================================================

                                       -1-


<PAGE>


                                             Photographs of the Subject Property
================================================================================


                                    [PHOTO]
                               [GRAPHIC OMITTED]



                       View of the subject's south side.




                                    [PHOTO]
                               [GRAPHIC OMITTED]



                        View of the subject's west side


================================================================================

                                       -2-


<PAGE>


                                                             
                                             Photographs of the Subject Property
================================================================================


                                    [PHOTO]
                               [GRAPHIC OMITTED]



                      View of the subject's parking garage.




                                    [PHOTO]
                               [GRAPHIC OMITTED]



                 View looking northwest along Northwest Freeway
                      The subject property is on the left


================================================================================

                                       -3-


<PAGE>


                                             Photographs of the Subject Property
================================================================================


                                    [PHOTO]
                               [GRAPHIC OMITTED]



                 View looking southeast along Northwest Freeway.
                      The subject property is on the right.


================================================================================

                                       -4-


<PAGE>


                                                                    INTRODUCTION
================================================================================

Identification of Property

     The subject property, which is known as One Northwest Centre, is a
six-story, Class B reflective glass office building containing approximately
150,465 square feet of net rentable area. The building is situated on a 2.725
acre tract of land that is located at the northwest comer of Northwest Freeway
(SH 290) and W. Tidwell Road. The common address is 13831 Northwest Freeway,
Houston, Harris County Texas. The building was constructed in 1983 and was 85.1
percent occupied by 28 tenants as of the appraisal date.

Property Ownership and Recent History

     Ownership of the property is currently vested in SKW 11 Real Estate LTD
Partnership. The property was acquired in a multi-property portfolio purchase in
March 1994. A separate price allocated to the subject was not available. To the
best of our knowledge, the property is not currently being offered for sale, nor
have there been any subsequent ownership transfers.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process 

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and site improvements and a
          representative sample of tenant spaces with Daniel Wood, the manager;

     o    Reviewed the leasing policy, tenant build-out allowances and history
          of recent rental rates and occupancy with the building manager;

     o    Reviewed a detailed history of the income and expenses and a budget
          forecast for 1996, including the budget for planned capital
          expenditures and repairs;

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          on-site managers and a review of our own data base;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers;

     o    Conducted market inquiries into recent sales of vacant land to
          ascertain the value of the subject site, as if vacant; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.


================================================================================

                                      -5-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    Introduction
================================================================================

Date of Value and Property Inspection

     The date of value is July 25, 1996, with the date of our last inspection
being the same.

Property Rights Appraised

     We valued the leased fee estate, which in a legal conveyance through sale
representing the fee simple title, subject to the existing encumbrances, i.e.,
the tenant leases, etc., in the improvements and corresponding land area.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

     (4)  Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     (5)  The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions six to nine months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
     Appraisal, Third Edition (1993), published by The Appraisal Institute, are
     as follows:


================================================================================

                                       -6-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    Introduction
================================================================================


     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis
     
     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     The property is described legally as a 2.725 acre tract of land out of the
Richard Rowles Survey, Abstract 670, Harris County, Texas, being out of Lots 1
and 2, Block "D" and Lot 27, Block "C" of Hahl's Suburban Farms Subdivision "G",
as recorded in Volume 334, Page 134 of the Harris County deed records. A metes
and bounds description is located in the Addenda section of this report.


                                       -7-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

================================================================================


                                [GRAPHIC OMITTED]


================================================================================


                                NEIGHBORHOOD MAP


<PAGE>


                                                           NEIGHBORHOOD ANALYSIS
================================================================================

     The subject property is located at the northwest corner of Northwest
Freeway (SH 290) and W. Tidwell Road in northwest Houston, approximately 15
miles northwest of the Houston Central Business District.

     The subject neighborhood is located within the city limits of Houston in an
area along the north and south sides of Northwest Freeway between Loop 610 to
the southeast and the Sam Houston Tollway (Beltway 8) to the northwest. These
boundaries represent either barriers to access or natural boundaries, or tend to
define the most homogenous development patterns.

     The subject neighborhood is easily accessible via Northwest Freeway (SH
290). Northwest Freeway is a northwest/southeast thoroughfare that provides the
primary access to the subject neighborhood from the Central Business District.
This arterial is a multi-lane, concrete-paved freeway which extends from Loop
610 northwesterly through the subject's neighborhood. The Sam Houston Tollway is
a north/south thoroughfare that provides the primary north/south access to the
subject neighborhood. This arterial is a multi-lane, concrete paved tollway,
which extends from the Southwest Freeway north past the subject's neighborhood,
where it then turns east and continues to the Houston Intercontinental Airport.
Loop 610 is the inner peripheral loop around the city of Houston and provides
access to other freeways that traverse the Harris County area. As evidenced,
primary access to the neighborhood is considered very good.

     In the subject's immediate area, Northwest Freeway intersects with W.
Tidwell, Pinemont, W. 43rd, and W. 34th Streets. All of these thoroughfares
provide access in an east/west direction. In addition, Hempstead Road provides
access in a northwest/southeast direction and runs parallel to the southwest of
Northwest Freeway.

     Land uses within the area are predominantly single-family, with commercial
development being concentrated along the previously described primary
thoroughfares. Overall, the neighborhood is approximately 70 percent built-out.
The predominance of major office development is concentrated along Northwest
Freeway with single and multi-family uses within the interior. The majority of
development in the neighborhood occurred during the 1970's and early 1980's.
Adjacent uses to the subject include vacant land to the south and southeast and
a small two-story office building to the northwest.

     Given the historical growth trends of northwest Houston as a whole, it is
our opinion that there should be continued demand for single- and multi-family
housing in the immediate subject area over the long term. The accessible
location with several major roads connecting the nearby freeways is an extremely
positive factor for the area. Retail and recreational facilities are considered
to be above average and all of these favorable neighborhood characteristics
should help to maintain the areas desirability. The neighborhood is in the
growth stage of the its life cycle, albeit new development is currently at a
minimum. While current real estate values remain below the levels of the mid-
1980's, the overall outlook is favorable.


================================================================================

                                       -8-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          OFFICE MARKET ANALYSIS
================================================================================

     Following is a discussion of the current and forecasted office market
conditions in the Houston office market, along with the particular submarket and
specific competitive office projects that significantly impact the subject
property. The data was predominantly compiled from the database of Cushman and
Wakefield. Additional information was obtained through conversations with
several knowledgeable market participants.

     The Houston office market consists of 138.7 million square feet in 18
submarkets. The bulk of the most recent office construction in Houston occurred
during the 1970's to mid-1980s. The overall occupancy level in Houston was 79.1
percent as of the Mid-Year 1996, compared to the Mid-Year 1995 level of 78.7
percent. The overall occupancy level for Mid-Year 1994 was 78.0 percent. As
evidenced, demand for office space in Houston has been low over the past 2.5
years increasing only 1.1 percentage points.

     Absorption for the first six months of 1996 was a positive 933,488 square
feet. This followed a loss of 207,939 square feet for 1995 and a loss of
1,067,471 square feet for 1994. These rather anemic levels illustrate the lack
of demand for office space in the Houston area. The Houston area's current
weighted average rent of $11.62 per square foot is up slightly from $11.44 per
square foot as of Year End 1995, representing an increase of approximately 1.6
percent over a six month period. The Year-End average for 1994 was $11.25 per
square foot, resulting in an increase of approximately 1.3 percent per year
since Year-End 1994. As of Mid-Year 1996, the Galleria/West Loop submarket
posted the highest weighted average rental rate ($12.91 per square foot). The
lowest weighted average rental rate was $9.29 per square foot in the
Richmond/Fountainview sector. The subject property's sector had a rate of $10.55
per square foot.

     In summary, softness still exists in the marketplace resulting from the
excesses of the 1980s and the sluggish economy of the early 1990s. With an
overall occupancy rate of 79.1 percent, stabilization of the office market is
not expected until after the turn of the century. However, the most recent (6
months 1996) trends in the office market have been positive, with notable
increases in absorption and average rental rates. Further, the Houston economy
continues to experience positive growth, albeit at a slower pace than the Austin
or Dallas/Ft. Worth metropolitan areas. In any event, rental rates are not
expected to substantially increase until the late 1990's and are anticipated to
remain well below levels that are necessary to support new construction.

     Northwest Submarket

     As defined by the Cushman and Wakefield Market Survey, the subject is
located in the Northwest submarket. As of Mid-Year 1996, this submarket included
in excess of 7.18 million square feet of office space. The break-down includes
592,067 square feet of Class A space, 5,613,149 square feet of Class B space and
974,250 square feet of Class C space. No new multi-tenant buildings are
presently under construction, nor has there been any new speculative
construction since the overbuilding that occurred in the office market during
the early 1980s. The following charts illustrate the historical occupancy and
rent levels for the Northwest submarket by building Class.


================================================================================
                                                                                
                                       -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Office Market Analysis
================================================================================


                      =====================================
                      Historical Occupancy and Rental Rates
                          Northwest Submarket - Class A
                      =====================================
                      Year Ending     Occupancy      Rental
                                        Rates         Rate
                      =====================================
                          1990          93.1%        $14.50
                          1991          85.3%        $15.00
                          1992          77.5%        $15.00
                          1993          82.9%        $14.00
                          1994          85.9%        $14.13
                          1995          86.0%        $14.13
                       Mid - 1996       83.8%        $14.13
                      =====================================

     As of Mid-Year 1996, the occupancy for Class A space in the Northwest
submarket was 83.8 percent. A closer look at the historical levels reveals that
the occupancy for Class A space has been trending downward within the Northwest
submarket. The recent high occurred in 1993 when the occupancy for Class A space
was 93.1 percent. Since then, the occupancy for the top tier space has fallen to
83.8 percent as of Mid-Year 1996. In fact, the recent mid-year level is down
from the Year-End 1995 occupancy of 85.9 percent. The chart also illustrates
that historically, rental rates for Class A properties in the Northwest
submarket have changed very little over the past six years. During this time,
rental rates increased slightly, but then fell below the 1990 level.

                      =====================================
                      Historical Occupancy and Rental Rates
                          Northwest Submarket - Class B
                      =====================================
                                      Occupancy      Rental
                      Year Ending        Rates        Rate
                      =====================================
                          1990            70.7%      $ 9.71
                          1991            71.8%      $10.08
                          1992            77.5%      $10.23
                          1993            78.7%      $10.31
                          1994            81.4%      $10.33
                          1995            80.9%      $10.41
                       Mid - 1996         83.9%      $10.51
                      =====================================


     Contrary to the Class A properties, the average occupancy rate for Class B
space has been slowly trending upward with a low of 70.7 percent recorded at
Year-End 1990. Since then, the average occupancy for Class B space has increased
at an average compound rate of 3.1 percent per year. In addition, rental rates
for Class B properties have also improved though the increases have been slight.
As of Year-End 1990, the average rental rate for Class B space was $9.71 per
square foot. Rental rates have increased slightly each of the following years
through mid-year 1996. However, the average compound growth rate has only been
approximately 1.4 percent per year.


================================================================================

                                      -10-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Office Market Analysis
================================================================================

     Though not shown, the increase in occupancy for Class C space has been
somewhat erratic increasing from a low of 56.5 percent as of Year-End 1990 to a
Mid-Year 1996 high of 74.5 percent. The change in rental rates has also been
somewhat erratic, but generally on an increasing trend ranging from a low of
$8.26 per square foot as of Year-End 1990, to a high of $9.33 per square foot as
of Mid-Year 1996.

     The combined historical trends for all building classes in the Northwest
submarket demonstrates that the subject's market area is slowly recovering from
overbuilding that occurred during the early 1980's. The trend for all classes is
shown as follows:


                      =====================================
                      Historical Occupancy and Rental Rates
                        Northwest Submarket - All Classes
                      =====================================
                                      Occupancy      Rental
                      Year Ending        Rates         Rate
                      =====================================
                           1990          70.4%       $10.82
                           1991          72.4%       $11.25
                           1992          76.4%       $11.31
                           1993          76.7%       $11.15
                           1994          80.0%       $11.25
                           1995          79.7%       $11.22
                        Mid - 1996       82.7%       $11.32
                      =====================================


     Class B space in the Northwest submarket comprises the largest segment of
the market, with over 78.2 percent of the available space. Resultingly, the
historical chart illustrates that occupancy and rental levels for all classes of
space have generally tracked the trends of the Class B space. If the occupancy
levels for all classes of space increase at the same rate as the past five and
one-half years (an average of 2.24 percent per year), occupancy levels will
approach 93% by the year 2000.

     Overall, we expect rental rates to increase gradually over the next few
years, followed thereafter by more significant increases as the market begins to
tighten. This is expected to occur around the turn of the century. As a result,
the need for new speculative office product in this submarket will probably not
occur for at least five years (after occupancies stabilize) because rental rates
will still have to recover to a point to produce economic viability.

Direct Competition

     In order to gain a better understanding of the market conditions specific
to the subject property, we conducted a survey concentrating on those buildings
considered most competitive to the subject. Thus, we concentrated our research
on six nearby office buildings containing a total of 1,042,373 square feet of
net rentable office space. These projects are Class B buildings that compete
directly with the subject property because of their location and physical
characteristics.


================================================================================

                                      -11-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Office Market Analysis
================================================================================

     The age of the buildings ranges from 13 to 18 years, with the sizes ranging
from 77,000 to 310,368 net rentable square feet. The comparables are all
multi-story buildings that are generally similar with regard to construction
quality and type.

     Based on our survey results, the six office buildings revealed occupancy
levels ranging from 65.0 to 100.0 percent. The average occupancy level of the
surveyed properties is 86.6 percent, which is above the submarket average of
82.7 percent. In comparison, the subject is 85.1 percent occupied.

     The quoted effective rental rates for the comparables ranged from $10.50 to
$14.00 per square foot on a gross basis. The projected 1996 expense stops found
in the six comparable buildings ranged from $4.98 to $6.95 per square foot. A
more detailed discussion of these buildings and their rental rates can be found
in the Income Approach section of this report.

     In summary, in terms of percentage leased, our survey group of Class B
properties is performing above that of the overall submarket and the Houston
market as a whole. On the other hand, the rental rates generally trend within
the submarket and the overall market ranges. The current occupancy trends of the
subjects direct competition suggest that the competitive set of properties
should perform at least as well as the submarket and overall market as a whole.
However, the current data does not lead us to conclude that the survey group
will outperform the market.


================================================================================

                                      -12-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            PROPERTY DESCRIPTION
================================================================================


Site Description

     The subject site is situated at the northwest corner of Northwest Freeway
(SH 290) and W. Tidwell Road. The common street address is 13831 Northwest
Freeway, Houston, Harris County, Texas. The site (in total) is irregular in
shape and contains 2.725 acres or 118,701 square feet of land area. The
topography is generally level. We have assumed that the soil's load-bearing
capacity is sufficient to support the existing structures. All essential
utilities including electricity, water, sewer, and telephone are currently
serving the site.

     According to Community Panel No. 48201C 0180 G, effective September 28,
1990, the subject property appears to be situated in an area designated as being
outside of the floodplain.

Improvements Description

     One Northwest Centre consists of a six-story office facility containing a
gross building area of 154,324 square feet. The total net rentable area equates
to 150,465 square feet. The property was constructed in 1983 and is 85.1 percent
occupied. It should be noted that 9,055 square feet of the subject's rentable
area is shell space.

     Construction is typical of a commercial office structure with
steel-reinforced, poured-in-place concrete foundation, structural steel and
concrete frame, concrete slab, and tinted glass curtain exterior walls. The
project is heated and cooled with a roof-mounted HVAC system. Plumbing and
electrical is assumed to meet required building codes. The property has three
passenger elevators, one of which doubles as a freight elevator. The property
has zoned smoke and fire alarm systems, and a monitored security system with
card access that restricts non-business hour access.

     Parking is provided by a four-story parking garage with 574 spaces and 22
open concrete paved visitor spaces for a total of 596 parking spaces. In
addition, the subject has concrete curbs and sidewalks and is landscaped with
trees, ornamental shrubs and plants located around the building and parking lot.

     Reportedly, the majority of the property complies with the Americans With
Disabilities Act (ADA). However, it was brought to our attention that ADA
upgrades and repairs are still needed for the parking garage and the building's
restrooms. The subject's property manager has estimated these costs at
approximately $45,900 and has budgeted them in increments of $15,900 for 1996,
$15,000 for 1997 and $15,000 for 1998. In addition, the 1996 budget includes
$26,500 in deferred maintenance for the parking garage and $31,150 for elevator
up-grades and maintenance. In addition, $5,000 has been allocated for capital
expenditures during 1997 for the parking lot and walkways, and in 1998, $5,000
and $25,000 has been allocated for the roof and for structural repairs,
respectively.

     We have also assumed that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in good condition. No evidence of structural damage was
observed on our inspection of the improvements. Further, other than the
expenditures noted above, we are not aware of any major items of deferred
maintenance.


================================================================================

                                      -13-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is under the taxing jurisdictions of the City of
Houston, Harris County, and the Cypress-Fairbanks Independent School District.
Taxes are levied against all real property in this locale for the purpose of
providing funding for the various municipalities. The amount of ad valorem taxes
is determined by the current assessed value for the property in conjunction with
the total combined tax rates of the taxing jurisdiction.

Tax Rates

     The 1996 tax rates have not been determined by the various municipalities
at this time. The following is a chart displaying the 1995 tax rates levied by
the above noted taxing jurisdictions:


                      ====================================
                      Tax Rates Per $100 of Assessed Value
                      =====================================
                      Taxing Authority              1995
                                                  Tax Rate
                      ====================================
                      Harris County               $0.62462
                      City of Houston             $0.66500
                      Cypress-Fairbanks I.S.D.    $1.75000
                      -------------------------------------
                      Total                       $3.03962
                      ====================================


     Tax rates affecting the subject property have increased at a compounded
annual rate of approximately 3.0 percent over the past five years. Although not
shown in the chart, the subject's applicable combined tax rates were virtually
unchanged from 1994 to 1995.

Tax Assessment

     The Harris County Appraisal District establishes the assessed value on real
property for all of the previously noted taxing jurisdictions. By state law, the
appraisal district is required to re-evaluate all real property every three
years. The subject property's parcel identification number is 038-290-003-0027.
Following is the subject's 1996 assessment. 


                          ============================
                          Property Assessment Summary-
                          ============================
                                                  1996
                          ============================
                          Land             $   949,610
                          Building         $ 2,550,390
                          ----------------------------
                          Total            $ 3,500,000
                          ============================


     Although not shown, the subject's aggregate assessment remained unchanged
from 1995 to 1996. The market value for the subject, as concluded in this report
is $6,100,000 and thus, the subject is favorably assessed. Based on our
conclusions as found in this report, we have projected an increase in the
assessed value to $5,500,000 beginning in 1997. This will bring the projected
assessment to within 90 percent of our value conclusion.

Ad Valorem Tax Conclusions

     Applying the aggregate 1996 assessment for the subject, to the total
estimated 1996 tax rate (the 1995 tax rate grown at 3.5 percent) results in a
combined tax burden of $160,700, as follows:


================================================================================

                                      -14-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Real Property Taxes and Assessments
================================================================================


                     ======================================
                            1996 Estimated Tax Burden
                     ======================================
                     $3,500,000 X $3.14601 / 100 = $110,110
                     ======================================

     As previously stated, the 1997 tax assessment is projected to increase to
$5,500,000. Additionally, the tax rate is projected to increase by another 3.5
percent, to $3.25612 per $100. The projected tax burden for 1997 is calculated
as follows:


                      ====================================
                            1997 Estimated Tax Burden
                      ====================================
                      $3.2612/$100 X $5,500,000 = $179,086
                      ====================================

     Subsequent to the 1997 tax estimate, we are forecasting future tax
increases to be 3.5 percent per annum throughout the cash flow found in the
Income Approach. This projection is to account for periodic increases in the
assessment, along with tax rate increases. It should also be noted that,
according to the various taxing entities, the 1995 taxes have been paid.


================================================================================

                                      -15-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          ZONING
================================================================================

     The city of Houston does not have zoning and therefore, there is no zoning
designation or restrictions for the subject site. In addition, we know of no
deed restrictions, private or public, that further limit the subject property's
use. The research required to determine whether or not such restrictions exist,
however, is beyond the scope of this appraisal assignment. Deed restrictions are
a legal matter and only a title examination by an attorney or title company can
usually uncover such restrictive covenants. Thus, we recommend a title search to
determine if any such restrictions do exist.


================================================================================

                                      -16-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the freeway frontage and the
surrounding development (which consists of a relatively equal mixture of office,
retail, single and multi-family, and vacant land), it is our opinion that some
type of commercial use would be most compatible with surrounding development.
Further, as discussed in the Office Market Analysis section of this report, the
Northwest office submarket has continued to slowly recover with a Mid-Year 1996
occupancy level of approximately 82.7 percent. Rental rates for this type of
space averaged $11.32 per square foot (including all classes of space). However,
the Houston office market as a whole, including the subject's Northwest
submarket, continues to recover at a rather sluggish pace both in terms of
occupancy and rental rates. Therefore, current market conditions are not
conducive to speculative, multi-tenant office development at the present time,
thus a holding period would be required before development of this type would
likely occur.

Highest and Best Use, As Improved

     As noted in the Property Description section of this report, the subject
site is improved with a six-story, 150,465 square foot (NRA) office building and
related site improvements. Constructed in 1983, the project is in good
condition. Further, the design and layout are considered to be very functional
for its current use.

     The office submarket in which the subject competes continues to slowly
improve. However, increases in occupancy levels and rental rates have been
sluggish. Still, it is our opinion that the subject property, as improved, is
capable of providing an adequate return to the land over the foreseeable future.
This conclusion is supported by the data and analysis presented in the balance
of this report. For these reasons, it is our opinion that the highest and best
use of this site, as improved, is for continued use as a low-rise office
building.

================================================================================

                                      -17-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               VALUATION PROCESS
================================================================================

     In this appraisal, we have only used the Sales Comparison Approach and the
Income Approach to develop a market value estimate.

     The Cost Approach has been omitted from this analysis for the following
     reasons:

     o    First and foremost, the value being sought is the leased fee estate,
          whereas the Cost Approach normally depicts the fee simple estate.
          Therefore, the interest being appraised cannot be reflected by the
          Cost Approach in its traditional form;
                               

     o    Secondly, the office market is below stabilized levels, which means
          new construction is not feasible at the present time. Consequently,
          some external/economic obsolescence is inherent in the
          reproduction/replacement cost new of the subject improvements.
          Classically, external/economic obsolescence is viewed as incurable and
          is so from the perspective of the property owner. However, it will
          eventually be cured because it is purely a function of current market
          conditions. Quantifying this form of obsolescence within the context
          of the Cost Approach is highly subjective and very theoretical. As a
          result, the reliability of this approach becomes very suspect under
          these circumstances; and

     o    Lastly, one of the most persuasive reasons for not using the Cost
          Approach is the fact that market participants do not typically use
          this approach as a determinant of value especially when market
          conditions are below an optimal level as they are currently.

     We have included an estimate of the land value (set forth in the following
section) to demonstrate the improvements are capable of providing an adequate
return to the land over the foreseeable future.

     In the Sales Comparison Approach, we performed the following steps:

     o    Investigated the market for recent sales of similar office properties.

     o    Analyzed those sales on the basis of the sales price per square foot
          and an effective gross income multiplier; and

     o    Correlated the value indications into a point value estimate from
          within the range.

In developing the Income Approach we:

     o    Studied the rents in effect in this and competing properties to
          estimate the potential rental income at market levels;

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of expenses and reserves
          for replacement;


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                                      -18-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Valuation Process
================================================================================


     o    Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

     o    Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the term of existing leases. As
          the existing leases expire, the space is estimated to rent at the then
          current market rental rate with appropriate allowances for downtime.
          Spaces now vacant will be rented at market rates and at the time
          intervals discussed in the Income Approach section of this report.
          From potential gross revenues, we subtract vacancy and expenses
          (operating, fixed, and other) to arrive at an estimate of cash flow
          over an 1 1 year forecast.

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.


================================================================================

                                      -19-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>

                                                             LAND VALUE ESTIMATE
================================================================================


Methodology

     Depending upon the specific appraisal assignment and/or the value being
sought, any one of several methods may be used to value land that is vacant or
considered to be unimproved or vacant.

     o    The first method is the Sales Comparison Approach, which is the
          process of analyzing sales of reasonably similar, recently sold sites
          in order to derive an indication of the most reasonable and probable
          market value of the land being appraised;

     o    The second method is the Land Residual Approach which is a valuation
          technique based upon the premise that income can be divided between
          land  and improvements and that the residual income to the land can
          then be capitalized into a value;

     o    A third procedure, the Subdivision Development Method, may sometimes
          be used to estimate the value of vacant, usually unsubdivided land,
          through a process of analyzing the cost to development (including
          profit) and interest carry relative to the anticipated gross income
          from the retail sales of individual lots or tracts;

     o    The fourth and fifth methods, the Allocation and Extraction Methods,
          which are two techniques that permit the distribution of the total
          value or sales price of a property between land and building; and
                             

     o    The last procedure is the Ground Rent Capitalization Method where
          ground rents can be capitalized at an appropriate rate to indicate the
          market value of a site.

     Under the right circumstances, any of the preceding methods may be useful
in forming the basis of a valid estimate of land value. Even though recent
office land sales activity has been limited, due to the overbuilt Houston
market, there is still sufficient data from which to estimate the land value.
Therefore, the Sales Comparison Approach is considered to be the best approach
to value the subject site. In making comparisons, we adjusted the sale prices
for the differences between the subject site and the comparable sites.

     On the following page is a summary of pertinent sales that we compared with
the subject, and a map showing their locations.


================================================================================

                                      -20-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


================================================================================

                                      [MAP]

                                [GRAPHIC OMITTED]

================================================================================

                                 LAND SALES MAP


<PAGE>


                              One Northwest Centre

                             13831 Northwest Freeway
                                 Houston, Texas

                               Land Sales Summary

<TABLE>
<CAPTION>

====================================================================================================================================
                                                                                                                             Cash   
 Comp.                                                                           Size         Size                        Equivalent
 No.                Name/Location                                Sale Date       Acres         SF         Zoning          Sale Price
====================================================================================================================================
<S>    <C>                                                       <C>            <C>         <C>            <C>            <C>       
 L-1    Northeast side of Northwest Freeway, 750                 01/01/95        1.54        67,082        None           $  450,000
        feet norhtwest of Northwest Central                                                                                         
        Houston, Texas

 L-2    Northeast side of Northwest Freeway, 415                 12/12/94        1.14        49,658        None           $  224,000
        feet southeast of Retton, Houston, Texas

 L-3    Southeast corner of Northwest Freeway                    03/28/94        8.62       375,487        None           $2,200,000
        and 34th Street, Houston, Texas

 L-4    West corner of Norhtwest Freeway and                     09/01/93        4.66       203,042        None           $  800,000
        West Tidwell Road, Houston, Texas                                                                                           

 L-5    Southeast corner of Northwest Freeway                    06/04/93        2.88       125,627        None           $  520,000
        and Rothway, Houston. Texas                                                                                                 
====================================================================================================================================
Subject Northwest corner of Northwest Freeway                       N/A          2.73       118,701        None                 N/A 
        and West Tidwell Road, Houston, Texas
====================================================================================================================================
                                                            Low                  1.14        49,658                         $224,000
        Data Range:                                         High                 8.62       375,487                       $2,200,000
                                                            Median               3.77       164,076                         $958,000
====================================================================================================================================

<CAPTION>

===============================================================================================
                                                            Price                              
 Comp.                                                      per SF            Existing or      
 No.                Name/Location                         (Land Area)         Intended Use     
===============================================================================================
<S>     <C>                                                <C>                <C>                
 L-1    Northeast side of Northwest Freeway, 750            $   6.71          Fuddruckers      
        feet norhtwest of Northwest Central                                   Restaurant       
        Houston, Texas                                                                         
                                                                                               
 L-2    Northeast side of Northwest Freeway, 415            $   4.51           Motel Inn       
        feet southeast of Retton, Houston, Texas                                               
                                                                                               
 L-3    Southeast corner of Northwest Freeway               $   5.86         Retail Center     
        and 34th Street, Houston, Texas                                                        
                                                                                               
 L-4    West corner of Norhtwest Freeway and                $   3.94       Shoney's Restaurant 
        West Tidwell Road, Houston, Texas                                       and motel      
                                                                                               
 L-5    Southeast corner of Northwest Freeway               $   4.14        Homestead Village  
        and Rothway, Houston. Texas                                               Motel        
===============================================================================================
Subject Northwest corner of Northwest Freeway                   N/A           Office Building  
        and West Tidwell Road, Houston, Texas                                                  
===============================================================================================
                                                            $   4.51                           
        Data Range:                                         $   6.71                           
                                                            $   5.69                           
===============================================================================================
</TABLE>


                                      -21-


<PAGE>


                                                             Land Value Estimate
================================================================================


Analysis of Sales and Estimate of Site Value

     The subject property is located at the northwest corner of Northwest
Freeway and W. Tidwell Road. We have concluded that some form of commercial
development is the highest and best use of the subject; accordingly, a search
was conducted for comparable land sales conducive to commercial development
along Northwest Freeway within the subject neighborhood.

     Specifically, we have relied upon five sales in the immediate area of the
subject. The transactions range in size from 1.14 to 8.62 acres and occurred
over the past three years. Overall, we believe these transactions provide a good
indication of the subject's value.

     The comparables will be analyzed on a price per square foot basis, which is
the unit of comparison commonly utilized by investors, developers, and brokers
for this particular property type in this locale. We have not attempted to
quantifiably adjust the sales to the subject, rather we have applied general
comparisons to the subject after discussing the various aspects of the sales.
The following comparisons are intended to reflect our thought processes in
comparing one site with another.

Property Rights Conveyed

     All of the comparable sales involved parcels of land unencumbered by any
leases. Therefore, all of the sales set forth herein represent the transfer of
the fee simple estate. Consequently, no adjustments are warranted for the
differences in property rights conveyed.

Cash Equivalency

     All of the sales were purchased on an all cash basis and are considered to
be cash equivalent. Therefore, a cash equivalency adjustment is not required for
any of the sales.

Conditions of Sale

     Sometimes sales involve certain elements which motivate the buyer or seller
to pay or accept more or less than would be a typical market price for the
property. When such influences differ from more normal market conditions,
adjustments are required. All of the comparables were subject to normal (or
typical) conditions of sale. Therefore, no adjustments are required for
conditions of sale.

Other

     In comparing the comparables to each other, there is no clear trend to
suggest that a change in market pricing has occurred since mid 1993. Market
participants including brokers, developers, and appraisers indicated that land
prices remained relatively static over the past three years, therefore,
adjustments were not considered necessary.

     All of the comparables included in this analysis are located proximal to
the subject property. However, differences in location do exist. Among the
sales, comparables L-2, L-4 and L-5 are considered relatively similar in
location to the subject. However, comparables L-1 and L-3 are considered
superior to the subject and will require a downward adjustment. Comparable L-1
is located along the northeast side of Northwest Freeway, just northwest of
Pinemont where there is a major interchange with the freeway. This interchange
provides superior access to this site. Comparable L-3 is located at the
southeast corner of Northwest Freeway and 34th Street which is


================================================================================

                                      -22-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                             Land Value Estimate
================================================================================

also a primary intersection, providing this site with superior access. As a
result, appropriate downward adjustments have been applied to both comparables.

     The subject property's shape, depth, topography, and utility availability
do not adversely affect its use. Accordingly, each of the comparables is
considered to be similar with respect to these attributes. In addition, none of
the comparables, like the subject, has a zoning designation, nor any known deed
restrictions which restrict their use. As noted within our Zoning Analysis, the
city of Houston does not have zoning.

     A small downward adjustment should be applied to Comparables L-1 (1.54
acres) and L-2 (1.14 acres) and an upward adjustment is necessary to Comparables
L-3 (8.62 acres) and L-4 (4.66 acres) because of their size differences.
Comparable L-5 is relatively similar in size to the subject and does not require
an adjustment.

     After analyzing the various attributes of the comparables in comparison to
the subject, we have estimated the value of the subject's land at $4.25 per
square foot, calculated as follows,


                  =============================================
                  Land Value Calculation - Office Building Site
                  =============================================
                  118,701 SF X $4.25 per square foot = $504,479
                  =============================================
                                Rounded: $500,000
                  =============================================


================================================================================

                                      -23-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       SALES COMPARISON APPROACH
================================================================================


Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area;

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to common units of comparison, such as price
          per square foot of building area (in this case net rentable area) and
          effective gross income multiplier;

     (5)  making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting the adjusted sales data and draw a logical value
          conclusion.

     In analyzing the leased fee estate (or fee simple estate, subject to the
existing building tenant leases), the sale prices of the comparables were
reduced to those common units of comparison used to analyze improved properties
that are similar to the subject. Of the available units of comparison, the sales
price per square foot of net rentable area (used by buyers, sellers, and
brokers), as well as the effective gross income multiplier (EGIM), employed
predominately by appraisers, are the most commonly used measurements to value
office buildings in the marketplace.

     From an appraiser's perspective, the EGIM is usually a more discernible
indicator of value because it considers the income characteristics which in turn
dictate the price per square foot paid. Also, the selection of an EGIM is
generally less subjective than trying to correlate the sales price per square
foot methodology. Regardless, both the sales price per square foot and effective
gross income multiplier analyses have been used to analyze the subject property.

     The comparable sales had occupancy levels ranging from 72 to 100 percent at
the time of sale. For properties which are relatively well-occupied and have
similar operating performances,


================================================================================

                                      -24-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Sales Comparison Approach
================================================================================


the EGIM is probably the more reliable indicator of value. Consequently, we
placed most weight on the EGIM analysis. On the following page is a summary of
recent market data considered to be most indicative of the subject's current
market value.


================================================================================

                                      -25-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                               IMPROVED SALES MAP

================================================================================


                                      [MAP]

                                [GRAPHIC OMITTED]


================================================================================

<PAGE>
                              One Northwest Center
                             13831 Northwest Freeway
                                 Houston, Texas

                        Summary of Office Building Sales
<TABLE>
<CAPTION>
====================================================================================================================================
 Comp.                                                       Year                           Net           Land                      
 Sale                                            Sale        Built/        Number         Rentable        Area         Percent      
 No.                 Name/Location               Date      Renovated     of Stories       Area(SF)       (Acres)      Occupied      
====================================================================================================================================
<S>         <C>                                  <C>         <C>             <C>           <C>            <C>           <C>         
  1-1       400 North Belt Office Centre         04/96       1982            12            223,105        3.07          90.0%       
            400 Sam Houston Parkway
            Houston, Texas
  1-2       Penn Woodbranch                      04/96       1983             6            109,950        3.72          90.0%       
            12012 Wickchester
            Houston, Texas

  1-3       One Park Ten Plaza                   03/96       1982             8            164,676        3.27          86.0%       
            16225 Park Ten Place
            Houston, Texas

  1-4       520 Post Oak                         02/96       1976             8            154,967        2.12          72.0%       
            520 Post Oak Boulevard
            Houston, Texas

  1-5       Cowperwood Corporate Center I        01/96       1983             8            158,160        6.24           100%       
            15415 Katy Freeway
            Houston, Texas

  1-6       1235 North Loop                      06/95       1981            12            219,799        3.41          80.0%       
            1235 North Loop West
            Houston, Texas
====================================================================================================================================
 Subject    One Northwest Center                 N/A         1983             8            160,466        2.73          85.1%       
            13831 Northwest Freeway
            Houston, Taxes
====================================================================================================================================
                                                 Low:        1976             6            109,950        2.12          72.0%       
            Data Range:                          High:       1983            12            223,105        6.24           100%       
                                                 Mean:       1981             9            171,776        3.64          86.3%       
====================================================================================================================================

<CAPTION>
====================================================================================================================================
                                                                          Sale                                                     
Comp.                                              Cash                   Price                          Expense         Overall   
Sale                                            Equivalent               Per SF                           Ratio      Capitalization
No.                 Name/Location               Sale Price                (NRA)            (EGI)           EGIM           Rate     
====================================================================================================================================
<S>        <C>                                   <C>                     <C>               <C>            <C>             <C>      
 1-1       400 North Belt Office Centre          $9,445.000              $42.33            3.92           57.9%           10.8%    
           400 Sam Houston Parkway                                                                                                 
           Houston, Texas                                                                                                          
 1-2       Penn Woodbranch                       $4,650.000              $42.29            3.92           57.4%           10.8%    
           12012 Wickchester                                                                                                        
           Houston, Texas                                                                                                         
                                                                                                                                   
 1-3       One Park Ten Plaza                    $6,700.000              $40.69            3.80           58.6%           10.9%    
           16225 Park Ten Place                                                                                                    
           Houston, Texas                                                                                                          
                                                                                                                                   
 1-4       520 Post Oak                          $6,325,000              $40.82            4.52           66.4%            7.4%    
           520 Post Oak Boulevard                                                                                                  
           Houston, Texas                                                                                                          
                                                                                                                                   
 1-5       Cowperwood Corporate Center I         $8,250,000              $52.16            3.60           53.4%           12.5%    
           15415 Katy Freeway                                                                                                      
           Houston, Texas                                                                                                          
                                                                                                                                   
 1-6       1235 North Loop                       $7,200,000              $32.76            3.72           59.0%           11.0%    
           1235 North Loop West                                                                                                    
           Houston, Texas                                                                                                          
====================================================================================================================================
Subject    One Northwest Center                     N/A                   N/A              N/A            54.2%            N/A     
           13831 Northwest Freeway                                                                                                 
           Houston, Taxes                                                                                                          
====================================================================================================================================
                                                 $4,650,000              $32.76            3.60           53.4%            7.4%    
           Data Range:                           $9,445,000              $52.16            4.52           66.4%           12.5%    
                                                 $7,095,000              $41.84            3.91           58.8%           10.6%    

NRA  - Not Rentable Area                                                                                                            
EGIM - Effective Gross Income Multiplier                                                                                           
EGI  - Effective Gross Income               
====================================================================================================================================
</TABLE>

                                      -26-

<PAGE>


                                                       Sales Comparison Approach
================================================================================

     The comparable properties are generally similar from a physical standpoint
to the subject, but there are some differences in terms of construction quality
and design. Generally speaking, the investment market for this type of product
is fairly broad, including foreign, national, and local investors.

Sales Price Per Square Foot Analysis

     The six comparables indicate sales prices ranging from $32.76 to $52.16 per
square foot of net rentable area on a cash equivalent basis. The prices per
square foot are influenced by the differences in construction quality, occupancy
levels, character of the tenancy, economics, and location. Nevertheless, it is
important to address each property in terms of the conventional sequence of
adjustments. Following are those considerations which are relevant to the
subject. The first three elements must be considered in advance of applying any
other compensating factors to derive value conclusions via the sales price per
square foot methodology. These same three factors must also be addressed before
the selection of an effective gross income multiplier.

Property Rights Conveyed

     As shown in the summary table, all of the comparables are encumbered by
leases, therefore, the leased fee estate was conveyed in each of these cases.
Therefore, we have made no adjustments to the comparables for the differences in
property rights conveyed.

Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller. Thus,
we have made no adjustments to the comparables for seller financing.

Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

Other

     Because of the multiple differences inherent in office properties with
respect to quality and design, location, and, in this case economics, not to
mention the quality of the tenant base, mathematical adjustments for the
reasoning noted above would be extremely difficult, at best.

     In our opinion, all of the comparables are fairly similar to the subject
with Comparables 1-1 through 1-3 being most similar in that they are 86 to 90
percent occupied and achieving similar rents. These three comparables sold for
$40.69 and $42.33 per square foot. Based upon all of the above data, we believe
the value of the subject would be in the range of $40.00 to $42.00 per square
foot of net rentable area. Thus, our value range by the Sales Price Per Square
Foot method is as follows:


================================================================================

                                      -27-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Sales Comparison Approach
================================================================================


        ===================================================================
                       Sales Price Per Square Foot Summary
        ===================================================================
        Net Rentable Area                Sales Price Per          Indicated
              (SF)                        Square Foot                Value
        ===================================================================
             150,465          X             $40.00               $6,018,600

                                          Rounded To:            $6,000,000

             150,465          X             $42.00               $6,319,530

                                          Rounded To:            $6,300,000
        ===================================================================

Effective Gross Income Multiplier Analysis

     The effective gross income multiplier (EGIM) is calculated in the sales
transactions by dividing the sales price by the effective gross income at time
of sale. The EGIM expresses the relationship between a sales price and the
property's effective gross income. All other things being equal, the lower the
income, the lower the sales price. However, there are other variables that
affect the income/price relationship such as the condition of the property, the
vacancy at time of sale, the stability of the income stream and the likelihood
of near term change (up or down), and the ratio of expenses to effective gross
income.

     The expense ratios of the comparable properties have been calculated by
dividing the estimated expenses by the indicated effective gross annual income.
The expense ratios and EGIMs calculated for this analysis are based on actual
occupancy levels at the time of sale rather than proforma occupancy levels.

     The comparables exhibit EGIMs between 3.60 and 4.52. Comparing the relative
relationship of the occupancy and expense ratios, we note that the anticipated
pattern of the relationships discussed earlier is not perfectly evident,
possibly for reasons such as tenancy and economics. The subject's expense ratio
is within the range when compared to the comparables. Thus, by comparison to the
EGIMs of the comparables, the subject's EGIM should be within the range
exhibited by the comparables. In this case, we believe the selection of an EGIM
range should be toward the upper end of the range in an attempt to recognize the
pricing movement that is occurring in the marketplace in anticipation of higher
revenues. As a result, the future operating expense ratio should decline. Thus,
we have selected a range of EGIMs to apply to the subject's Year One effective
gross income of 4.0 to 4.25 as follows:


         ==============================================================
                              EGIM Analysis Summary
         ==============================================================
         1996 Effective                   EGIM               Indicated
          Gross Income                                         Value
         ==============================================================
           $1,512,941         X            4.00              $6,051 764
                                       Rounded To:           $6,050,000
           $1,512,941         X            4.25              $6,429,999
                                       Rounded To:           $6,400,000
         ==============================================================

                                                         
     In conclusion, the two analyses resulted in the following value ranges:
$6,000,000 to $6,300,000 based on the sales price per square foot methodology
and $6,050,000 to $6,400,000 based on the effective gross income multiplier
(EGIM) technique. In the final analysis, we have given primary weight to the
EGIM Approach. Resultingly, our estimate of value for the subject via


================================================================================

                                      -28-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Sales Comparison Approach
================================================================================

the Sales Comparison Approach is $6,200,000, which equates to $41.21 per square
foot of net rentable area.


================================================================================

                                      -29-


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                 INCOME APPROACH
================================================================================


Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multi-tenant office buildings, i.e., multiple leases, with
staggered lease terms and varying lease structures; the lease-up of vacant
space; and differing tenant finish allowances, depending upon whether the space
is in a shell or second generation state.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method, in an attempt to
mirror the expectations relative to those variables. Overall, office market
conditions are still below normalized levels. Consequently, the discounted cash
flow method affords the most realistic method of reflecting investor
expectations of the current period, as well as the projected recovery (primarily
rental rates in the subject's case). Also, the discounted cash flow methodology
can better quantify the impact of multi-tenant leases, with staggered lease
terms and varying rental rate structures than the direct capitalization
technique. Therefore, it is our opinion that the discounted cash flow method is
the most appropriate method in the valuation of the subject property. As such,
the direct capitalization method will not be used in this analysis. However, at
the conclusion of the Income Approach, we will analyze the resulting overall
capitalization rate derived from the discounted cash flow analysis as a check
for reasonableness.

     In the following sections, we will first analyze the subject's existing
leases and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

Summary of Existing Leases

     As of the effective date of appraisal, there are 28 leased suites totaling
124,448 square feet of net rentable area. In addition, four spaces designated as
the fitness center (1,140 square feet), the conference room (313 square feet),
building storage (454 square feet), and the management office (1,765 square
feet) are considered occupied space. We have included this space in our analysis
for occupancy purposes, but have not assigned a rent in the future. Therefore,
the total


================================================================================

                                      -30-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                 Income Approach
================================================================================

occupied area is 128,120 square feet, with 22,345 square feet vacant. This
equates to an occupancy factor of 85.1 percent.

     A rent roll of the subject property abstracting the existing leases is
located on the following pages.


================================================================================

                                      -31-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

 
                             One Northwest Center
                             13831 Northwest Freeway
                                 Houston ,Texas

                               Rent Roll Analysis

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                  Lease Term                                                                   
                                                  ----------                                                         Average   
                                                                                                             Annual   Annual   
                               Square       Lease         Lease    Term                Monthly   Annual Rent  Rent    Lease    
Suite        Tenant             Feet     Commencement  Termination (Yrs)  Months        Rent       Total     Per SF  Rate PSF  
- -------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                   <C>          <C>            <C>     <C>    <C>          <C>         <C>       <C>       <C>      
100     Nagesh & Carter, CPA    2,495         Feb-92       Feb-94   5.00  24 Months @  $2,131.15   $25,574   $10.25   $10.49   
                                              Feb-94       Feb-96         24 Months @  $2,193.52   $26,322   $10.55
                                              Feb-96       Feb-97         12 Months @  $2,255.90   $27,071   $10.85

102     Data General Corp       2,647         May-94       May-97   5.00  36 Months @  $2,260.96   $27,132    $10.25  $10.35   
                                              May-97       May-99         24 Months @  $2,316.13   $27,794    $10.50           

110     Biluminous Casualty       611         Jan-95       Dec-97   3.00  36 Months @    $590.63    $7,088    $11.60  $11.60   
                                                                                                                               
151     Southern States           651         Apr-95       Mar-00   5.00  60 Months @    $596.75    $7,161    $11.00  $11.00   
                                                                                                                               
155     Miglicco, Botschen      2,122         Aug-96       Aug-97   2.00  12 Months @  $1,900.96   $22,812    $10.75  $10.88   
        & Williams                            Aug-97       Aug-98         12 Months @  $1,945.17   $23,342    $11.00           

165     Fitness Center          1,140       No Lease                                                                           

167     Conference Room           313       No Lease                                                                           

169     Building Storage          454       No Lease                                                                           

180     Pegasus Design          6,242         Jan-94       Dec-99  10.00  60 Months @  $6,111.96   $73,344    $11.75  $12.00   
                                              Jan-99       Dec-03         60 Months @  $6,372.04   $76,465    $12.25           

200     Durey Equipment         1,091         Apr-95       Mar-98   3.00  36 Months @    $954.63   $11,458    $10.50  $10.50   
                                                                                                                               
205     Xergraphic Systems      1,029         Jan-95       Dec-97   3.00  36 Months @    $900.38   $10,805    $10.50  $10.50   
                                                                                                                               
210     Masada Security         1,223         Aug-96       Jul-99   3.00  36 Months @  $1,223.00   $14,676    $12.00  $12.00   
                                                                                                                               

212     Marley Cooling Tower    2,922         Dec-93       Nov-96   5.00  36 Months @  $2,435.00   $29,220    $10.00  $10.20   
                                              Dec-96       Nov-98         24 Months @  $2,556.75   $30,681    $10.50           

235     Madison Guaranty        5,301         Jul-96       Jul-97   3.00  12 Months @  $4,307.06   $51,685     $9.75  $10.92   
                                              Jul-97       Jul-99         24 Months @  $5,080.13   $60,962    $11.50           

245     Gulfwide Services         815         Jun-95       May-96   3.00  12 Months @    $679.17    $8,150    $10.00  $10.33   
                                              Jun-96       May-98         24 Months @    $713.13    $8,558    $10.50           

250     Barone Design Group     4,496         Feb-95       Feb-00   5.00  60 Months @  $3,935.75   $47,229   $10.50   $10.50   
                                                                                                                               

300     Ogre Partners, Ltd      2,515         Jul-96       Jul-97   3.00  12 Months @  $2,305.42   $27,665    $11.00  $11.25   
                                              Jul-97       Jul-98         12 Months @  $2,357.81   $28,294    $11.25           
                                              Jul-98       Jul-99         12 Months @  $2,410.21   $28,923    $11.50

310     Wilco Insurance         2,145         Aug-95       Jul-97   5.00  24 Months @  $1,876.66   $22,523    $10.50  $11.00   
        Company                               Aug-97       Jul-98         12 Months @  $1,968.25   $23,595    $11.00           
                                              Aug-98       Jul-00         24 Months @  $2,055.63   $24,668    $11.50

312     The Lehman Company      2,068         Aug-95       Sep-95   5.00   1 Month  @       $0.0        $0     $0.00  $10.08   
                                              Sep-95       Sep-00         60 Months @  $1,768.42   $21,197    $10.25           

314     Medical Dental Mgt      2,242         Feb-93       Jan-96   5.00  36 Months @  $1,821.63   $21,660     $9.75   $9.85   
                                              Feb-96       Jan-98         24 Months @  $1,868.33   $22,420    $10.00           

316     Racal-Milgo Info        1,642         Jan-95       Jan-96   5.00  12 Months @  $1,334.13   $16,010     $9.75  $10.25   
                                              Jan-96       Jan-97         12 Months @  $1,368.33   $16,420    $10.00           
                                              Jan-97       Jan-98         12 Months @  $1,402.54   $16,831   $10.25
                                              Jan-98       Jan-99         12 Months @  $1,436.75   $17,241   $10.50
                                              Jan-99       Jan-00         12 Months @  $1,470.96   $17,652   $10.75

330     Rolf Jensen & Assoc     6,158         Feb-92       Jan-97         60 Months @  $5,834.71   $70,016    $11.37  $11.37   
                                                                                                                               
335     Management Office       1,765         No Lease                                                              

<CAPTION>
- ---------------------------------------------------------------------------------------------
                              Expense   Finish Out
                               Stop     Allowance
Suite        Tenant           Per SF     Per SF         Comments
- ---------------------------------------------------------------------------------------------
<C>     <S>                   <C>      <C>          <C>     
100     Nagesh & Carter, CPA   $5.00       N/A      Tenant's recoveries are not grossed-up
                             
                             

102     Data General Corp      $6.15       N/A      Tenant's recoveries are grossed-up to 95%
                                                    

110     Biluminous Casualtiy   $5.88       N/A      Tenant's recoveries are not grossed-up
                                                    
151     Southern States        $5.74       N/A      Tenant's recoveries are grossed-up to 95%
                                                    
155     Miglicco, Botschen      1996       N/A      Tenant's recoveries are grossed-up to 95%
        & Williams             Base Yr.             

165     Fitness Center                              This is a building amenity

167     Conference                                  This is a building amenity

169     Building Storage                            None

180     Pegasus Design         $6.15     "As Is"    Tenant's recoveries are grossed-up to 95%
                                                    

200     Durey Equipment        $5.25       N/A      Tenant's recoveries are not grossed-up
                                                    
205     Xergraphic Systems     $5.74       N/A      Tenant's recoveries are grossed-up to 95%
                                                    
210     Masada Security         1996      $6.50     Tenant's recoveries are grossed-up to 95%
                               Base Yr.              

212     Marley Cooling Tower   $5.85       N/A      Tenant's recoveries are grossed-up to 95%
                                                    
235     Madison Guaranty        1996      $1.00     Tenant's recoveries are grossed-up to 95%
                               Base Yr.             
245     Gulfwide Services       $5.72       N/A     Tenant's recoveries are grossed-up to 95%. The tenant
                                                    has vacated their space, but continues to pay rent.

250     Barone Design Groups    $5.51      $8.00    Tenant's recoveries are grossed-up to 95%
                                                    
300     Ogre Partners, Ltd      1996        N/A     Tenant's recoveries are grossed-up.
                               Base Yr.              
                             
310     Wilco Insurance         $5.74       N/A     Tenant's recoveries are grossed-up to 95%
        Company                                     
                             
312     The Lehman Company      $5.74       N/A     Tenant's recoveries are grossed-up to 95%
                                                    
314     Medical Dental Mgt      $5.82       N/A     Tenant's recoveries are not grossed-up
                                                    
316     Racal-Milgo Info        $4.75       N/A     Tenant's recoveries are not grossed-up

330     Rolf Jensen & Assoc     $5.25       N/A     Tenant's recoveries are not grossed-up
                                                    
335     Management Office                   N/A     None
</TABLE>

                                      -32-
<PAGE>

<TABLE>
<CAPTION>
                              One Northwest Center
                             13831 Northwest Freeway
                                 Houston ,Texas

                               Rent Roll Analysis

- -------------------------------------------------------------------------------------------------------------------------------
                                                  Lease Term                                                                   
                                                  ----------                                                         Average   
                                                                                                             Annual   Annual   
                               Square        Lease         Lease    Term                Monthly   Annual Rent  Rent    Lease   
Suite        Tenant             Feet      Commencement  Termination (Yrs)  Months        Rent       Total     Per SF  Rate PSF 
- -------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                   <C>             <C>          <C>            <C>         <C>         <C>         <C>     <C>      
340     Integration Services    1,026         Mar-95       Mar-98   3.00  36 Months @    $897.75   $10,773    $10.50  $10.50   
                                                                                                                               
350     George McElroy &        1,596         Mar-95       Feb-00   5.00  60 Months @  $1,429.75   $17,157    $10.75  $10.75   
        Assoc.                                                                                                                 

355     Hydrocarbon Data        1,426         Jan-94       Dec-96   3.00  36 Months @  $1,158.03   $13,904     $9.75   $9.75   
                                                                                                                               
365     Norvell Electronics     2,133         Jun-96       May-01   5.00  60 Months @  $1,910.81   $22,930    $10.75  $10.75   
                                                                                                                               

400/500 Law Companies          40,183         Mar-91       Mar-96  10.00  60 Months @ $28,462.96  $341,556     $8.50  $11.13   
                                              Mar-96       Mar-01         60 Months @ $46,043.02  $552,516    $13.75           
                                                                                                                               
                                                                                                                               
                                                                                                                               
400A    Provident Life And      5,947         May-95       Apr-00   5.00  60 Months @  $5,451.42   $65,417    $11.00  $11.00   
        Accident Ins.                                                                                                          

500     Circle K               13,435         Feb-94       May-97   3.33  40 Months @ $11,475.73  $137,709    $10.25  $10.25   

630     Procter & Gamble        5,381         Aug-94       Aug-99   5.00  60 Months @  $6,802.48   $81,630    $15.17  $15.17   

650     OOCL (USA) Inc          4,904         Dec-95       Dec-00   5.00  60 Months @  $5,312.87   $63,752    $13.00  $13.00   
                                                                                                                               
<CAPTION>
- ----------------------------------------------------------------------------------------------
                               Expense    Finish Out 
                                 Stop     Allowance
Suite        Tenant             Per SF      Per SF        Comments
- ----------------------------------------------------------------------------------------------
<C>     <S>                     <C>        <C>       <C>
340     Integration Services     $5.88       N/A     Tenant's recoveries are grossed-up to 95%
                                                    
350     George McElroy &         $5.88       N/A     Tenant's recoveries are grossed-up to 95%
        Assoc.                                      

355     Hydrocarbon Date         $8.15       N/A     Tenant's recoveries are grossed-up to 95%
                                                    
365     Norvell Electronics      1996        N/A     Tenant's recoveries are grossed-up to 95%
                                Base Yr              

400/500 Law Companies            $4.50       N/A     Tenant's recoveries are not grossed-up.
                                                     This tenant has vacated their space, but
                                                     continues to pay rent.  The tenant has sub-
                                                     leased most of their 5th floor space and
                                                     keeps a small skeleton crew on the 4th floor
400A    Provident Life And       $5.88       N/A     Tenant's recoveries are grossed-up to 95%
        Accident Ins.                                

500     Circle K                 $5.88       N/A     Tenant's recoveries are grossed-up to 95%

630     Proctor & Gamble         $8.15     $22.00    Tenant's recoveries are not grossed-up

650     OOCL (USA) Inc           1996      $16.50    None
                                Base Yr
</TABLE>


                                      -33-
<PAGE>
                              One Northwest Center
                             13831 Northwest Freeway
                                 Houston, Texas

                                Rent Roll Summary

<TABLE>
<CAPTION>
=====================================================================================================
Overall Property - Including X-Factor
<S>                                 <C>              <C>                                  <C>
 Net Rentable Area                  150,465 SF       100.0%     Number of Leases              32
 Occupied Area                      128,120 SF        85.1%     Average Tenant Size        4,004 SF
 Vacant Leaseable Area               22,345 SF        14.9%     Average Rental Rate       $10.83 /SF
                                                                   (Weighted)
=====================================================================================================
</TABLE>




                                      -34-



<PAGE>

                                                              Income Approach
================================================================================

It should be noted that AM International Inc., which has a lease for suite 120,
is not shown on our rent roll. This is due to the fact that they have vacated
their space and have not paid their rent for the past several months. Therefore,
we have assumed this space is vacant. In addition, a new tenant, Masada
Security, is projected to occupy suite 210 and is shown on the rent roll with a
lease commencement in August of 1996. These two assumptions are based on
conversations with the property management and leasing personnel for the subject
property.

Further, two large tenant spaces are largely unoccupied although the tenants are
paying rent, the Law Companies and Circle K. With an expiration in March 2001,
the Law Companies has a lease for 40,183 square feet of space which is
equivalent to 26.7 percent of the subject's net rentable area. Their space is
divided into 13,778 square feet on the fourth floor and 26,405 square feet on
the fifth floor, and they have successfully sub-leased most of the space on the
fifth floor. The Law Companies keeps a small skeleton crew on the fourth floor.
The terms of the sub-leases were not available and it is our understanding that
the sub-tenants pay their rent to the Law Companies. It is anticipated that the
Law Companies will continue to pay rent through the end of their lease term.

Circle K leases 13,435 square feet of space on the sixth floor. It is our
understanding that they continue to pay their rent and it is anticipated that
they will continue to do so until the expiration of their lease in May, 1997.
Their space has not been sub-let.

Assumptions Regarding the Existing Leases

     With the exception of the AM International lease, our analysis specifically
assumes the existing tenants will remain in the property and continue paying
rent under the terms of their leases. Information provided by management
indicates that no other tenants are currently in default of their lease.
Considering the fact that the Law Companies and Circle K do not occupy their
space will result in upward pressure being placed on our selection of a discount
rate for the property.

Lease Expirations

     As part of our risk analysis, we reviewed the tenant expiration dates (as
shown on the facing page). With respect to the current leasing structure, there
is one tenant whose lease expires during 1996, which comprises less than one
percent of the total net rentable area. There are five tenants comprising 15.4
percent of net rentable area with expiration dates in 1997, while 6.79 percent
of the rentable area is exposed during 1998. Thus, over the next three years
(1996 - 1998), the percentage of space expiring is fairly nominal (just over 22
percent). The most significant turnover occurs in 2001 when the Law Companies
lease expires. Fortunately, that is five years away, thus, over the near to
intermediate term, the leasing exposure is fairly nominal and evenly spread from
a risk perspective. Furthermore, given the sub-leasing that has occurred in the
Law Companies space, part of the leasing risk may be mitigrated.

     None of the renewal options contained in the existing leases specify below
market rates, therefore, at the expiration of those leases which contain renewal
options, we have assumed normal renewal probabilities.




================================================================================

                                      -35-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                               Income Approach
================================================================================

Estimate of Current Market Rent

     According to the subject's leasing agent, a rent of $12.00 per square foot,
on a full service basis, is currently being quoted for the subject's vacant
space. Quoted tenant finish allowances range from $10.00 to $14.00 per square
foot. Typically, tenant finish for second generation space is $3.00 to $5.00 per
square foot. In order to gauge the reasonableness of the quoted rent and form a
conclusion as to the current market rent for the subject property as of the
appraisal date, we conducted a survey of six office buildings totaling 1,042,373
square feet of net rentable area located along Northwest Freeway which is in the
Northwest submarket. All of these comparables are considered to be generally
similar with respect to location and amenities by comparison to the subject
property. On the following page is a summary of properties utilized in our rent
comparable analysis.

================================================================================

                                      -36-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>









                                [GRAPHIC OMITTED]

                              RENT COMPARABLE MAP














<PAGE>

                              One Northwest Center
                             13831 Northwest Freeway
                                 Houston, Texas

                   Summary of Office Building Rent Comparables

<TABLE>
<CAPTION>
===========================================================================================================================
                                                                                  Net            Add-On       
Rent                                                                Number of   Rentable         (Common        Percent            
No.             Name/Location                Class    Year Built     Stories    Area (SF)       Area)Factor     Leased            
===========================================================================================================================
<S>         <C>                                 <C>     <C>             <C>     <C>                <C>           <C>      
R-1         Northwest One                       B       1982            6       121,821            15.0%         65.0%    
            13100 Northwest Freeway                                                                                       
            Houston, Texas                                                                                                
                                                                                                                          
R-2         13101 Northwest Freeway             B       1979            3        77,000            16.0%         69.0%    
            13101 Northwest Freeway                                                                                       
            Houston, Texas                                                                                                
                                                                                                                          
R-3         Northwest Crossing III              B       1983           12       310,368            15.0%         87.5%    
            13105 Northwest Freeway                                                                                       
            Houston.  Taxes                                                                                               
                                                                                                                          
R-4         Transworld Financial Center         B       1981            6       157,000            18.0%        100.0%    
            13111 Northwest Freeway                                                                                       
            Houston, Texas                                                                                                
                                                                                                                          
R-5         First Interstate Bank Building      B       1978            8       133,959            15.0%        100.0%    
            13201 Northwest Freeway                                                                                       
            Houston.  Texas                                                                                               
                                                                                                                          
R-6         Unisys Tower                        B       1902           12       242.225            14.0%         97.9%    
            13430 Northwest Freeway                                                                                       
            Houston, Texas                                                                                                
===========================================================================================================================
Subject     One Northwest Centre                B       1985            4       130,455            13.0%         85.1%    
            13851 Northwest Freeway                                                                                       
            Houston, Texas                                                                                                
===========================================================================================================================
                               Low                      1978            3        77,000            14.0%         65.0%    
       Date Range,             High                     1983           12       310,368            18.0%        100.0%    
                               Mean                     1991            8       173,729            15.5%         86.6%    
===========================================================================================================================

<CAPTION>

====================================================================================================================================
                                                                                                          Tenant Improvement Cost
                                                Quoted Rental Rate                                           Per Square Foot 
                                                 Per Square Foot         Lease                         -----------------------------
Rent                                           ------------------        Term           Expenses         First           Second
No.             Name/Location                   Low          High       (Years)         Stop (SF)      Generation      Generation
====================================================================================================================================
<S>         <C>                                <C>          <C>           <C>        <C>                    <C>       <C>      
R-1         Northwest One                      $11.50       $12.00        3-5           Base Year           N/A         Negotiable
            13100 Northwest Freeway                                                  Stop ($6.00/SF)                 
            Houston, Texas                                                                                           
                                                                                                                     
R-2         13101 Northwest Freeway            $10.50       $11,50        3-5           Base Year           N/A         Negotiable
            13101 Northwest Freeway                                                   Stop ($5.27/SF)                
            Houston, Texas                                                                                           
                                                                                                                     
R-3         Northwest Crossing III             $11.50       $12.50        3-5           Base Year           N/A      $3.00 to $11.00
            13105 Northwest Freeway                                                  Stop ($4.98/SF)                 
            Houston.  Taxes                                                                                          
                                                                                                                     
R-4         Transworld Financial Center        $10.50       $10.50        3-5           Base Year           N/A         Negotiable
            13111 Northwest Freeway                                                   Stop ($5.60 SF)                 
            Houston, Texas                                                                                           
                                                                                                                     
R-5         First Interstate Bank Building     $10.50       $11.00        3-5           Base Year           N/A         Negotiable
            13201 Northwest Freeway                                                  Stop ($6.95/SF)                 
            Houston.  Texas                                                                                          
                                                                                                                     
R-6         Unisys Tower                       $14.00       $14.00        3-5           Base Year           N/A            $8.00
            13430 Northwest Freeway                                                       Stop                       
            Houston, Texas                                                                                           
====================================================================================================================================
Subject     One Northwest Center               $12.00       $12.00        3-5           Base Year           N/A           $10.00
            13351 Northwest Freeway                                                       Stop                               to
            Houston, Texas                                                                                                $14.00
====================================================================================================================================
                               Low             $10.50       $10.50        3-5              N/A              N/A           $8.00
       Date Range,             High            $14.00       $14.00        3-5              N/A              N/A           $8.00
                               Mean            $11.42       $11.92        3-5              N/A              N/A           $8.00
====================================================================================================================================
</TABLE>

                                      -37-


<PAGE>


                                                           Income Approach
================================================================================

     The rates summarized in the chart indicate the quoted rental rate for the
comparable properties. The comparables illustrate rents which range from $10.50
to $14.00 per square foot, with an average of $11.42 to $11.92 per square foot.
All of the lease rates are full service with a base year operating expense stop
(including electricity). Quoted tenant improvement allowances range from $3.00
to $11.00 per square foot, however, the majority of tenant finish is quoted as
being "negotiable." All of the comparables have garage parking, as well as
uncovered surface parking. None of the comparables charge for covered parking at
the present time.

     In addition to the comparison with the surveyed properties noted above, we
have also taken into consideration the recent leases which have been executed at
the subject property. Most of the recent leases have average rental rates
between $10.00 and $12.00 per square foot, on a full-service basis. Tenant
finish allowances range from $6.50 to $22.00 per square foot for new tenants and
from $0.00 to $8.00 per square foot for renewing tenants. The majority of the
recent leases have terms of three to five years, and all reflect base year
expense stops or a stated dollar expense stop. In general, the reasons for the
range in base rental rates in the recent leases include: (1) the size, location,
and physical condition of the space leased, (2) the amount of the tenant
improvement allowance provided by the landlord, and (3) the creditworthiness of
the tenant. The length of the term can be another contributing factor.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of appraisal:

     1)   The market rental rate for the subject is estimated to equate to
          $11.50 per square foot of net rentable area, full service (including
          electricity). This is $0.50 per square foot less than the leasing
          agent is quoting.

     2)   A base year expense stop is tied to the projected year a lease
          commences.

     3)   Future leases are assumed to have a four year lease term, which
          attempts to recognize that the majority of the tenants will execute
          leases between three and five years.

     4)   The tenant improvement allowance is projected to be $7.50 per square
          foot for new tenants that lease second generation space and $2.50 per
          square foot for tenant renewal of second generation space.

Rental Rate Forecast

     Several brokers indicated to us that there has been little movement in
rental rates for the office buildings that compete with the subject property.
Our historical survey presented earlier in the Market Analysis section supports
this contention. Furthermore, it is our opinion that the subject will likely
experience minimal rental rate increases over the next few years because of the
high amount of vacant space still available in the subject's submarket, as well
as the overall Houston area.

     Occupancy in the Northwest submarket has improved by approximately six
percentage points since 1993, and it now has the sixth lowest vacancy level
(17.3 percent) among the 18 submarkets included in the Cushman & Wakefield
survey. However, this level of vacancy is still

================================================================================

                                      -38-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

considered rather high and there has been very little change, only 2.7
percentage points, since 1994. The weighted average rental rate in the Northwest
submarket has only increased 1.5 percent since year end 1993, or $0.17 per
square foot.

     As such, we have forecasted a $0.25 per square foot increase in the market
rental rate for the subject property in 1997 and 1998, a $0.50 per square foot
increase in both 1999 and 2000, $0.75 per square foot in 2001 and 2002, and a
$1.00 per square foot increase in 2003, 2004 and 2005. Thereafter, a 3.5 percent
annual increase has been applied to the market rental rate. Consequently, the
annual compound growth rate over the entire 11 year period under analysis is 4.5
percent.

Expense Recovery Income

     Most of the existing leases have provisions for expense pass throughs above
a base year or stated expense stop. The allowable expenses included in the
expense recoveries for leases include all items of expense except capital
replacements, tenant improvements, and leasing commissions. The recovery income
reflected in our cash flow analysis is based on the terms of the existing tenant
leases, plus a base year expense stop applied to all future contracts.

Miscellaneous (Other) Income

     Historically, the subject property has generated nominal miscellaneous
income from a variety of sources. Primarily, this income is attributable to
storage charges and charges to tenants for keys, lock changes, and security
cards. The amount of miscellaneous income has ranged from a low of zero dollars
in 1995 to a high of $1,003 in 1994. The 1996 budget forecasts $25,603, however,
this reflects the income from the early buy-out of an existing lease. Given
primary weight to the figures prior to the buy-out, we have projected that there
will be no significant miscellaneous income for the subject property.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period of time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent. Regarding collection loss specifically, we have applied a two
percent loss factor throughout the holding period primarily as a contingency for
potential collection problems and tenant defaults. This collection loss factor
is applied to rental income from all tenants.

     As of the date of appraisal, the subject property was 85.1 percent
occupied, which equates to a 14.9 percent vacancy factor. As previously
discussed, the average occupancy level in the Northwest submarket is 82.7
percent. From a micro-market perspective, we surveyed 1,042,373 square feet of
Class B office buildings that compete directly with the subject. The reported
occupancy levels of these buildings ranged from 65.0 to 100 percent, with the
weighted average occupancy being 86.6 percent. These statistics indicate that
the buildings contained in our micro-market survey are performing similar to the
overall submarket.

================================================================================

                                      -39-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

     The subject is currently 85.1 percent occupied, with 22,345 square feet
vacant. We have forecasted absorption of the 22,345 square feet of vacant space
to take place over the next 18 months after our date of value. Please refer to
the prior facing page for our lease up projections.

     We have projected an approximate three month vacancy period at the
expiration of every lease with an average lease term of four years. This equates
to a 5.9 percent vacancy factor (three months divided by 51 months including the
three months vacancy). Our analysis includes a 67 percent probability of
rollover (existing tenants re-leasing their space) and a 33 percent probability
of turnover (existing tenants vacating the premises and new tenants leasing the
vacated space). According to the property manager, this is lower than the
property's actual experience over the past years, but in our opinion, it is
considered realistic when viewing a longer period of time.

     The resulting physical (rollover/turnover) occupancy level for the property
within the cash flow is 93.0 percent. Additionally, a collection loss factor of
2.0 percent is being projected for all tenants.

     In addition to the previous lease-up projections we have also estimated
lease-up scenarios for the suites leased by Circle K and the Law Companies. As
noted, both tenants have vacated their space, but continue to pay their rent.
Therefore, their leases are projected to extend through the end of their term.
However, at the end of each lease, each tenant is assumed to vacate their space.
Given the extended lead time to work on releasing these spaces, it is our
opinion that they can be absorbed in a rather short period. Our scenario assumes
the Circle K suite has been projected to be subdivided into two suites with the
first half being immediately released upon expiration (June 1997) and the second
half being released the beginning of October 1997. The fourth floor space
occupied by the Law Companies (13,778 square feet) will also be immediately
released upon expiration (April 2001). However, the 26,405 square feet leased by
Law Companies on the fifth floor will be subdivided into four suites which
average approximately 6,600 square feet. The first will be absorbed upon
expiration (April 2001) with the remaining space being absorbed on a rolling two
month period until the last is absorbed the beginning of October 2001.

Operating and Fixed Expenses

     On the facing page is our Income and Expense Summary for the subject
property. We based our estimated operating expenses on a review of the 1993,
1994, and 1995 actual itemized expenses for the property. In addition, we were
provided with the property's 1996 budget. Finally, this data was compared with
known operating statements of similar office projects, and consultations with
the local property management personnel, as well as Cushman & Wakefield's
Management staff.

     Total operating expenses were $5.70 per square foot in 1993, $4.79 per
square foot in 1994, and $5.48 per square foot in 1995. The 1996 budgeted
amount is projected to be slightly higher at $5.64 per square foot.

     As illustrated in the preceding chart, those expenses considered to trend
in a reasonable manner over the period for which we have historical data include
administrative, payroll, janitorial,

================================================================================

                                      -40-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

building services, repairs and maintenance, security, utilities and advertising.
Our Year One projections for these items can be found in the preceding chart.
The other expense categories that were not as consistent from year to year have
been examined more thoroughly in the following paragraphs. Of the above
mentioned expense categories, the utility and repairs and maintenance expenses
are grown at four percent, and all others have been grown at three and one-half
percent. Also note that the janitorial expense has been made of function of the
subject's average occupied square footage.

Operating Expenses

     Real Estate Taxes - As noted within the tax discussion, the subject's taxes
     for 1996 have been estimated at $110,110. This estimate reflects a
     projected increase in the subject's 1996 tax rate of approximately 3.5
     percent. Subsequent to 1996, our 1997 tax estimate is $179,086 which is an
     increase in excess of 60 percent. This rather large increase is due to the
     fact that the subject's current assessment ($3,500,000) is somewhat below
     our estimate of market value ($6,100,000). Therefore, we have increased the
     tax expense for 1997 to better reflect our estimate of market value.

     Insurance - We were not provided a separate insurance expense for 1993. The
     information provided for 1993 was compiled by a different company than the
     current management. Neither the current manager, nor the person who
     presently handles insurance matters for the subject, could explain why no
     amount was shown for insurance during the year in question. One possibility
     might be that the property was part of a blanket policy and the prior owner
     did not allocate an expense for the property. In any event, the additional
     years for which we have information suggest an expense of $0.13 to $0.17
     per square foot. The budget for 1996 illustrates a rate of $0.13 per square
     foot, which appears reasonable and will be used in our analysis.

     Management - Based upon discussions with Cushman & Wakefield's Management
     Services staff, this expense typically includes management, bookkeeping,
     and general accounting costs associated with the operation of the property.
     The operating statements we were provided indicate a management fee of 2.75
     percent of effective gross income has historically been charged. Based on
     the management fees for similar buildings, we consider a management fee of
     3.0 percent of effective gross income to be more appropriate.

Other Expenses:

     Other operating expenses include Tenant Improvements and Leasing
Commissions. The probability of incurring future leasing commissions and tenant
alterations is based on a 67 percent probability of turnover (an existing tenant
vacates a space and the space is released to a new tenant) and a 33 percent
probability of rollover (an existing tenant relets his space).

     Tenant Improvements - We have factored a $7.50 per square foot allowance
     for second generation space and an allowance of $2.50 per square foot is
     projected for tenant renewals. The weighted average finish-out allowance
     for all tenants is therefore

================================================================================

                                      -41-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

     equals to $4.10 per square foot. In addition, we will utilize an estimate
     of $14.00 per square foot for the subject's shell space.

     Tenant improvement costs are projected to increase at a rate of 3.5 percent
     per year through the projection period.

     Leasing Commissions - For the period under analysis, leasing commissions
     for all new leases are estimated to be 6.5 percent when outside brokers are
     involved and 4.5 percent for in-house leases. Renewal commissions are also
     projected at 6.5 percent involving outside brokers, but reduced to 2.0
     percent when handled totally in-house. Based on the experience of similar
     properties in the immediate area, we have projected a 90 percent
     probability that an outside broker will be involved in a lease to a new
     tenant.

     As a result of these projections, the weighted average commission applied
     to all expiring space is equal to 4.63 percent, which we have rounded to
     4.5 percent.

     Capital Replacements/Reserves - Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Planned
     capital expenditures for the subject include $73,550 for the remainder of
     1996 to cover expenses associated with ADA improvements and repairs to the
     parking garage, elevators and restrooms. In addition, another $20,000 is
     scheduled for 1997 to cover parking lot and walkway repairs and additional
     ADA improvements. Scheduled repairs for 1998 include $45,000 for roof
     repairs, structural repairs and the last of the ADA repairs and up-grades.
     We have relied upon these estimates in the first 3 years of our cash flow.
     Thereafter, based on the expense behavior of other comparable properties
     and the age of the subject property, we have estimated capital
     replacements/reserves at $0.10 per net rentable square foot (in 1996
     dollars), increasing by 3.5 percent per year throughout the remainder of
     our analysis.

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for 1996 equates to $834,631 ($5.55 per square foot of net rentable
area), excluding the capital replacements, tenant improvements and the leasing
commissions. Our total projected expenses appear reasonable when compared to the
historical experience and the 1996 budgeted amount.

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Plus+ computer program. The program has the flexibility to allow for a
tenant by tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. Our ten-year and five month discounted cash flow analysis can be found
on the following page.

================================================================================

                                      -42-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                              One Northwest Center
                             13831 Northwest Freeway
                                 Houston, Texas

                               Cash Flow Analysis
<TABLE>
<CAPTION>
====================================================================================================================================
                                              Calendar        Calendar       Calendar      Calendar       Calendar        Calendar  
                                                 Year          Year           Year           Year           Year            Year    
                                                 1996          1997           1998           1999           2000            2001    
====================================================================================================================================
<S>                                            <C>            <C>            <C>            <C>            <C>           <C>       
Revenue From Operations
     Rental Income                             $627,584     $1,607,836     $1,773,763     $1,755,392     $1,767,813     $1,627,708
     Operating Expense Recoveries               $15,673        $90,661       $128,074       $147,753       $156,357        $50,796
                                              --------------------------------------------------------------------------------------
     Total Rent, Recoveries, & Other Income    $643,257     $1,698,497     $1,901,837     $1,903,145     $1,024,170     $1,678,504

     Collection Loss                           ($12,865)      ($33,970)      ($38,037)      ($38,063)      ($38,403)      ($33,570)

Effective Gross Income                         $830,392     $1,664,527     $1,863,800     $1,865,082     $1,885,687     $1,644,934
Operating Expenses
     Variable Operating Expenses
     Administrative                              $6,269        $15,573        $10,118        $16,682        $17,268        $17,871
     Payroll                                    $43,888       $109,012       $112,827       $116,776       $120,863       $125,094
     Janitorial                                 $35,958        $98,435       $110,970       $113,087       $116,271       $107,596
     Building Services                          $11,285        $28,032        $29,013        $30,028        $31,079        $32,167
     Repairs & Maintenance                      $47,020       $117,363       $122,057       $126,939       $132,017       $137,298
     Security                                   $33,228        $82,538        $85,426        $88,416        $91,511        $94,714
     Utilities                                  $94,041       $234,725       $244,114       $253,879       $264,034       $274,596
     Advertising                                 $3,135         $7,787         $8,059         $8,341         $8,633         $8,935
     Management Fees                            $18,912        $49,936        $55,914        $55,952        $56,570        $49,348
                                              --------------------------------------------------------------------------------------
Total Variable Expenses                        $293,734       $743,401       $784,498       $810,100       $838,244       $847,619

Fixed Operating Expenses
     Real Estate Taxes                          $45,879       $179,086       $185,354       $191,841       $198,556       $205,505
     Insurance                                   $8,150        $20,245        $20,954        $21,687        $22,448        $23,232
                                              --------------------------------------------------------------------------------------
Total Fixed Expenses                            $54,029       $199,331       $206,308       $213,528       $221,002       $228,737

     Total Expenses                            $347,763       $942,732       $990,806     $1,023,628     $1,059,246     $1,076,356
                                              ======================================================================================
Net Operating Income                           $282,629       $721,795       $872,994       $841,454       $826,441       $568,578
                                              ======================================================================================
     Capital Expenditures & Reserves            $73,550        $20,000        $45,000        $16,682        $17,266        $17,871
     Tenant Improvements                        $20,138       $312,022       $102,205        $90,866        $77,531       $565,750
     Leasing Commissions                         $7,781       $106,880        $31,998        $44,976        $38,560       $244,858
                                              --------------------------------------------------------------------------------------
Total Capital Expenditures                     $101,469       $438,902       $179,203       $152,524       $133,357       $828,479

Net Cash Flow                                  $181,160       $282,893       $693,791       $688,930       $693,084      ($250,001)

<CAPTION>
====================================================================================================================================
                                                Calendar       Calendar       Calendar       Calendar       Calendar        Compound
                                                  Year           Year           Year           Year           Year           Growth
                                                  2002           2003           2004           2005           2006            Rate 
====================================================================================================================================
Revenue From Operations
     Rental Income                             $1,931,463     $1,937,849     $2,019,929     $1,964,226     $2,430,617        4.90%
     Operating Expense Recoveries                 $69,226        $95,280        $98,747        $61,110        $74,147        7.02%
                                              -----------------------------------------------------------------------
     Total Rent, Recoveries, & Other Income    $2,000,689     $2,033,129     $2,118,676     $2,025,336     $2,504,764        4.96%
 
    Collection Loss                             ($40,014)      ($40,662)      ($42,373)      ($40,507)      ($50,095)        N/A

Effective Gross Income                         $1,960,675     $1,992,467     $2,076,303     $1,984,829     $2,454,669        4.96%
Operating Expenses
     Variable Operating Expenses
     Administrative                               $18,496        $19,143        $19,813        $20,507        $21,225        3.50%
     Payroll                                     $129,472       $134,003       $138,694       $143,548       $148,572        3.50%
     Janitorial                                  $126,798       $129,885       $133,115       $123,614       $143,991        5.25%
     Building Services                            $33,293        $34,458        $35,664        $36,912        $38,204        3.50%
     Repairs & Maintenance                       $142,790       $148,501       $154,441       $160,619       $167,044        4.00%
     Security                                     $98,029       $101,460       $105,011       $108,686       $112,490        3.50%
     Utilities                                   $285,579       $297,003       $308,883       $321,238       $334,087        4.00%
     Advertising                                   $9,248         $9,572         $9,907        $10,253        $10,612        3.50%
     Management Fees                              $58,820        $59,774        $62,289        $59,545        $73,640        4.96%
                                              -----------------------------------------------------------------------
Total Variable Expenses                          $902,525       $933,799       $967,817       $984,922     $1,049,865        4.06%

Fixed Operating Expenses
     Real Estate Taxes                           $212,696       $220,142       $227,847       $235,822       $244,076        8.29%
     Insurance                                    $24,045        $24,886        $25,757        $26,659        $27,592        3.50%
                                              -----------------------------------------------------------------------
Total Fixed Expenses                             $236,743       $245,028       $253,604       $262,481       $271,668        7.68%

     Total Expenses                            $1,139,268     $1,178,827     $1,221,421     $1,247,403     $1,321,533        4.70%
                                              =======================================================================
Net Operating Income                             $821,407       $813,640       $854,882       $737,426     $1,133,136        5.27%
                                              =======================================================================
     Capital Expenditures & Reserves              $18,496        $19,143        $19,813        $20,507        $21,225      -19.09%
     Tenant Improvements                          $96,269        $40,119       $188,941       $438,089       $137,647       11.03%
     Leasing Commissions                          $49,855        $21,457       $103,939       $246,961        $77,594       15.31%
                                              -----------------------------------------------------------------------
Total Capital Expenditures                       $164,620        $80,719       $312,693       $705,557       $236,466       -0.29%

Net Cash Flow                                    $656,787       $732,021       $542,189        $31,869       $896,670        7.51%
</TABLE>

                                      -43-
<PAGE>


                                                           Income Approach
================================================================================

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.

================================================================================
                            Summary of Capitalization Rates
================================================================================
                        Sale                      Capitalization.
                         No.                           Rate
================================================================================
                          1                            10.8%
                          2                            10.8%
                          3                            10.9%
                          4                            7.4%
                          5                            12.5%
                          6                            11.0%
================================================================================

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including possible changes in market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by the
fact that capitalization rates are falling, we are of the opinion that a 10.5
percent terminal capitalization rate is appropriate to apply to the subject's
projected net operating income in the eleventh year. This results in an
estimated terminal value (or sales price) for the property at the end of the
10th year of $10,791,771 ($1,133,136/.105).

     From this projected sales price, the estimated costs of sale for such items
as real estate commissions, closing costs, legal fees, as well as others, must
be deducted. We have estimated these costs to be four percent of the sales price
resulting in cash flow from the sale of the property in the tenth year of
$10,360,101 ($10,791,771 - $431,671 = $10,360,101).

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of

================================================================================

                                      -44-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

return, overall rates, and income and expense growth rates considered acceptable
by respondents.


<TABLE>
<CAPTION>

=======================================================================================================
                 CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
       WINTER 1995 NATIONAL INVESTOR SURVEY FOR SUBURBAN OFFICE BUILDINGS
=======================================================================================================
                                                                   INCOME       EXPENSE
                          GOING IN     TERMINAL       IRR          GROWTH       GROWTH
                         -----------  ----------   -----------   -----------   -----------  Projection
                         LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW    HIGH   LOW   HIGH    Period
=======================================================================================================
<S>                      <C>    <C>   <C>   <C>    <C>    <C>    <C>     <C>   <C>    <C>      <C>
 Mean                    9.3    9.9   9.4   10.0   12.1   12.6   13.3    4.6   3.4    3.7      10
- -------------------------------------------------------------------------------------------------------
 Range                   8.0   12.0   9.0   12.0   11.0   15.5   10.0   15.0   0.0    4.5      --
- -------------------------------------------------------------------------------------------------------
 No. of Responses: 18
=======================================================================================================
</TABLE>

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality office building properties
in the United States. The entire survey is included in the Addenda to this
report.

     The investor's internal rates of return cited above range from 11.0 to
15.5 percent. We have selected a 12.0 percent discount rate for the subject
property.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart

     The discounted cash flow analysis can be found on the following page.

================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                        One Northwest Center
                                                       13831 Northwest Freeway
                                                           Houston, Texas
====================================================================================================================================
                                                    Discounted Cash Flow Analysis
====================================================================================================================================
                   NET                        DISCOUNT                      PRESENT                                     ANNUAL
 CALENDAR          CASH                       FACTOR@                       VALUE OF            COMPOSITION          CASH ON CASH
   YEAR            FLOW                        12.00% (1)                  CASH FLOWS            OF YIELD               RETURN
====================================================================================================================================
<S>                <C>              <C>        <C>                          <C>                     <C>                <C>  
   1996            $181,160         X          0.95388          =           $172,804                2.83% (2)           2.97% (2)
   1997            $282,893         X          0.85168          =           $240,933                3.95%               4.64%
   1998            $693,791         X          0.76043          =           $527,576                8.64%              11.37%
   1999            $688,930         X          0.67895          =           $467.750                7.66%              11.29%
   2000            $693,084         X          0.60621          =           $420,152                6.88%              11.36%
   2001           ($259,901)        X          0.54126          =          ($140,673)              -2.30%              -4.26%
   2002            $656,787         X          0.48326          =           $317,401                5.20%              10.77%
   2003            $732,921         X          0.43149          =           $316,245                5.18%              12.02%
   2004            $542,189         X          0.38526          =           $208,881                3.42%               8.89%
   2005            $31,869          X          0.34398          =            $10,962                0.18%               0.52%
                                                                        -----------             --------              ------   
Total Present Value of Cash Flows                                        $2,542,032                41.63%               6.96%
                                                                                                                       Average
Reversion:
   2006          $1,133,136 (3)                  10.50%         =       $10,791,771
                   Less- Cost of Sale@            4.00%         =          $431,671
                                                                        -----------
                   Net Reversion                                        $10,360,101
                   X Discount Factor                                        0.34398
                                                                        -----------
Total Present Value of Reversion                                         $3,563,644                58.37%

Total Present Value of Cash Flow                                         $6,105,676               100.00%

                                    ROUNDED:                             $6,100,000
                                                                        -----------

                                    Net Rentable Area (S.F.):                                    150.465
                                    Per Square Foot of Net Rentable Area:                         $40.54

                                    Year One NOI           5 ) Months                           $282,629
                                    NOI Annualized                                              $678,310
                                    Implicit Going-In Capitalization Rate                          11.12%

 Note:   (1) The discount factors reflect partial year discounting because of Year One (5 months).
         (2) Discounted at a safe rate of 5.5%
         (3) Net Operating Income
====================================================================================================================================
</TABLE>



                                      -46-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

Conclusions Via the Income Approach

     The resulting value estimate is $6,100,000, or $40.54 per net rentable
square foot, which translates in an 11.12 percent going-in capitalization rate.
This rate is considered reasonable and is in-line with the going-in rates
reflected by our comparable sales.


================================================================================

                                      -47-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

         Land Value                                        $  500,000
         Sales Comparison Approach                         $6,200,000
         Income Approach                                   $6,100,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     As previously noted, we concluded that the Cost Approach was not
appropriate in our analysis because of the interest being appraised, and the
problems associated with accurately reflecting accrued depreciation,
particularly external/economic obsolescence. Moreover, investors rarely rely on
this approach in purchase decisions.

     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than it would cost to buy a comparable substitute property. In this approach,
the subject property was compared with five office building sales. We analyzed
the sales using the sales price per square foot and effective gross income
multiplier (EGIM) methods. Although various dissimilarities between the sales
and the subject were noted, the general analysis is believed to provide
reasonable support for our value conclusion. As such, the Sales Comparison
Approach is afforded appropriate weight in the final conclusion.

     The Income Approach is based upon investor expectations of the income
stream generated by an income producing property. After estimating gross income
and the absorption of the vacant space, deductions were made for vacancy and
collection losses, and variable, fixed and other expenses. The resulting net
operating income was then converted into an indication of value by means of
discounted cash flow model.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, as supported by the Sales Comparison Approach, we have formed an
opinion that the market value of the leased fee estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 25, 1996, was:

                    SIX MILLION ONE HUNDRED THOUSAND DOLLARS
                                   $6,100,000

================================================================================

                                      -48-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                 Reconciliation and Final Estimate of Value
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time is subsequent to
the effective date of the appraisal, and exposure time is presumed to precede
the effective date of appraisal.

     The estimate of marketing time uses some of the same data analyzed in the
process of estimating the reasonable exposure time and is not intended to be a
prediction of a date of sale.

     Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would approximate six to nine months.


================================================================================

                                      -49-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

     1)   No opinion is intended to be expressed and no responsibility is
          assumed for the legal description or for any matters which are legal
          in nature or require legal expertise or specialized knowledge beyond
          that of a real estate appraiser. Title to the Property is assumed to
          be good and marketable and the Property is assumed to be free and
          clear of all liens unless otherwise stated. No survey of the Property
          was undertaken.

     2)   The information contained in the Appraisal or upon which the Appraisal
          is based has been gathered from sources the Appraiser assumes to be
          reliable and accurate. Some of such information may have been provided
          by the owner of the Property. Neither the Appraiser nor C&W shall be
          responsible for the accuracy or completeness of such information,
          including the correctness of estimates, opinions, dimensions,
          sketches, exhibits and factual matters.

     3)   The opinion of value is only as of the date stated in the Appraisal.
          Changes since that date in external and market factors or in the
          Property itself can significantly affect property value.

     4)   The Appraisal is to be used in whole and not in part. No part of the
          Appraisal shall be used in conjunction with any other appraisal.
          Publication of the Appraisal or any portion thereof without the prior
          written consent of C&W is prohibited. Except as may be otherwise
          stated in the letter of engagement, the Appraisal may not be used by
          any person other than the party to whom it is addressed or for
          purposes other than that for which it was prepared. No part of the
          Appraisal shall be conveyed to the public through advertising, or used
          in any sales or promotional material without C&W's prior written
          consent. Reference to the Appraisal Institute or to the MAI
          designation is prohibited.

     5)   Except as may be otherwise stated in the letter of engagement, the
          Appraiser shall not be required to give testimony in any court or
          administrative proceeding relating to the Property or the Appraisal.

     6)   The Appraisal assumes (a) responsible ownership and competent
          management of the Property; (b) there are no hidden or unapparent
          conditions of the Property, subsoil or structures that render the
          Property more or less valuable (no responsibility is assumed for such
          conditions or for arranging for engineering studies that may be
          required to discover them); (c) full compliance with all applicable
          federal, state and local zoning and environmental regulations and
          laws, unless noncompliance is stated, defined and considered in the
          Appraisal; and (d) all required licenses, certificates of occupancy
          and other governmental

================================================================================

                                      -50-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

          consents have been or can be obtained and renewed for any use on which
          the value estimate contained in the Appraisal is based.

     7)   The physical condition of the improvements considered by the Appraisal
          is based on visual inspection by the Appraiser or other person
          identified in the Appraisal. C&W assumes no responsibility for the
          soundness of structural members nor for the condition of mechanical
          equipment, plumbing or electrical components.

     8)   The forecasted potential gross income referred to in the Appraisal may
          be based on lease summaries provided by the owner or third parties.
          The Appraiser assumes no responsibility for the authenticity or
          completeness of lease information provided by others. C&W recommends
          that legal advice be obtained regarding the interpretation of lease
          provisions and the contractual rights of parties.

     9)   The forecasts of income and expenses are not predictions of the
          future. Rather, they are the Appraiser's best estimates of current
          market thinking on future income and expenses. The Appraiser and C&W
          make no warranty or representation that these forecasts will
          materialize. The real estate market is constantly fluctuating and
          changing. It is not the Appraiser's task to predict or in any way
          warrant the conditions of a future real estate market; the Appraiser
          can only reflect what the investment community, as of the date of the
          Appraisal, envisages for the future in terms of rental rates,
          expenses, supply and demand.

     1O)  Unless otherwise stated in the Appraisal, the existence of potentially
          hazardous or toxic materials which may have been used in the
          construction or maintenance of the improvements or may be located at
          or about the Property was not considered in arriving at the opinion of
          value. These materials (such as formaldehyde foam insulation, asbestos
          insulation and other potentially hazardous materials) may adversely
          affect the value of the Property. The Appraisers are not qualified to
          detect such substances. C&W recommends that an environmental expert be
          employed to determine the impact of these matters on the opinion of
          value.

     11)  Unless otherwise stated in the Appraisal, compliance with the
          requirements of the Americans With Disabilities Act of 1990 (ADA) has
          not been considered in arriving at the opinion of value. Failure to
          comply with the requirements of the ADA may adversely affect the value
          of the Property. C&W recommends that an expert in this field be
          employed.

================================================================================

                                      -51-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

     1)   I, David Heath, MAI, have inspected the property, and I, Ronald W.
          Potts, MAI, have reviewed the report and concur with the findings
          contained herein.

     2)   The statements of fact contained in this report are true and correct.

     3)   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4)   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.,

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8)   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9)   As of the date of this report, David Heath, MAI and Ronald W. Potts,
          MAI, have completed the requirements of the continuing education
          program of the Appraisal Institute.



/S/ David Heath
- -------------------------------------
David Heath, MAI
Dallas Valuation Advisory Services
Certification No. TX-1323243-G




/S/ Ronald W. Potts
- -------------------------------------
Ronald W. Potts, MAI
Director/Manager
Dallas Valuation Advisory Services
Certification No. TX-1321575-G

================================================================================

                                      -52-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                    ADDENDA
================================================================================








================================================================================

                                      -53-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>




                              One Northwest Center
                             13831 Northwest Freeway
                                 Houston, Texas

                              Recent Lease Analysis

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                        Lease Term                                                     
                                                ----------------------------                                              
                                       Square      Lease           Lease             Term                       Monthly   
Suite             Tenant                Feet    Commencement    Termination          (Yrs)        Months          Rent    
- --------------------------------------------------------------------------------------------------------------------------
<C>      <S>                          <C>            <C>            <C>              <C>        <C>            <C>         
                                                                                                                    1996  
155      Milglicco,  Botschen &        2,122         Aug 96         Aug 97           2.00       12 Months@     $1,900.96  
         Williams                                    Aug 97         Aug 98                      12 Months@     $1,945.17  

210      Mesada  Security              1,223         Aug 96         Jul 99           3.00       36 Months@     $1,223.00  
                                                                                                                          

235      Madison Guaranty              5,301         Jul 96         Jul 97           3.00       12 Months@     $4,307.06  
                                                                                                                          
                                                     Jul 97         Jul 96                      24 Months@     $5,080.13  

300      Ogre Partners, Ltd.           2,515         Jul 96         Jul 97           3.00       12 Months@     $2,305.42  
                                                     Jul 97         Jul 98                      12 Months@     $2,357.81  
                                                     Jul 98         Jul 99                      12 Months@     $2,410.21  

365      Norvell Electronics           2,133         Jun 96         May 01           5.00       60 Months@     $1,910.81  
                                                                                                                          

                                                                                                                    1995

110      Bituminous  Casualty            611         Jan 95         Dec 97           3.00       36 Months@       $590.63   

151      Southern States                 651         Apr 95         Mar 00           5.00       60 Months@       $596.75   

200      Duray Equipment               1,091         Apr 95         Mar 98           3.00       36 Months@       $954.63   

205      Xergraphic Systems            1,029         Jan 95         Dec 97           3.00       36 Months@       $900.38   

245      Gulfwide Securities             815         Jun 95         May 96           3.00       12 Months@       $679.17   
                                                     Jun 96         May 98                      24 Months@       $713.13   

250      Barons Design Group           4,498         Feb 95         Feb 00           5.00       60 Months@     $3,935.75  

310      Wilco Insurance Company       2,145         Aug 95         Jul 97           5.00       24 Months@     $1,876.88  
                                                     Aug 97         Jul 98                      12 Months@     $1,966.25  
                                                     Aug 98         Jul 00                      24 Months@     $2,055.63  

312      The Lehman Company            2,068         Aug 95         Sep 95           5.00        1 Month@          $0.00  
                                                     Sep 95         Sep 00                      60 Months@     $1,766.42  

316      Recal-Milgo Info.             1,642         Jan 95         Jan 96           5.00       12 Months@     $1,334.13  
                                                     Jan 96         Jan 97                      12 Months@     $1,368.33  
                                                     Jan 97         Jan 98                      12 Months@     $1,402.54  
                                                     Jan 98         Jan 99                      12 Months@     $1,436.75  
                                                     Jan 99         Jan 00                      12 Months@     $1,470.96  

340      Integration Services          1,026         Mar 95         Mar 98           3.00       36 Months@      $897.75   

350      George McElroy & Assoc.       1,596         Mar 95         Feb 00           5.00       60 Months@     $1,429.75  

400A     President Life and Accident   5,947         May 95         Apr 00           5.00       60 Months@     $5,451.42  

650      OCCL (USA) Inc.               4,904         Dec 95         Dec 00           5.00       60 Months@     $5,312.67  
                                                                                                                          
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                        Average
                                              Annual     Annual      Expense    Finish Out                                
                               Annual Rent     Rent      Lease        Stop      Allowance                                 
Suite             Tenant        Total         Per SF   Rate Per SF      Per SF      Per SF             Comments 
- -----------------------------------------------------------------------------------------------------------------------------------
<C>      <S>                    <C>            <C>        <C>        <C>            <C>      <C>
155      Milglicco,  Botschen &  $22,812        $10.75     $10.88        1996         N/A    This represents a renewal.
         Williams                $23,342        $11.00                Base Year

210      Mesada Security         $14,676        $12.00     $12.00        1998        $6.50   None.
                                                                      Base Year

235      Madison Guaranty        $51,685        $9.75      $10.92        1996        $1.00   This represents the tenant's move to a
                                                                                             larger space and an extension of their
                                                                                             original lease by one year.
                                 $80,962        $11.50                Base Year

300      Ogre Partners, Ltd.     $27,665        $11.00     $11.25        1996         N/A    This represents a renewal.
                                 $28,294        $11.25                Base Year
                                 $28,923        $11.50

365      Norvell Electronics     $22,930        $10.75     $10.75        1996         N/A    This represents a renewal.
                                                                      Base Year

                               

110      Bituminous Casualty      $7,088        $11.60     $11.60       $5.88         N/A    Tenant's recoveries are not grossed-up.

151      Southern States          $7,161        $11.00     $11.00       $5.74         N/A    None.

200      Duray Equipment         $11,456        $10.50     $10.50       $5.25         N/A    Tenant's recoveries are not grossed-up.
                                                                                             This lease represents a renewal.

205      Xergraphic Systems      $10,805        $10.50     $10.50       $5.74         N/A    None.
 
245      Gulfwide Securities      $8,150        $10.00     $10.33       $5.72         N/A    This tenant has vacated their space, 
                                                                                             but continues to pay rent.  This 
                                                                                             represents a renewal.
                                  $8,558        $10.50

250      Barons Design Group     $47,229        $10.50     $10.50       $5.51        $8.00   Tenant's recoveries are not grossed-up
                                                                                             This lease represents a renewal.

310      Wilco Insurance Company $22,523        $10.50     $11.00       $5.74         N/A    None.
                                 $23,595        $11.00
                                 $24,668        $11.50

312      The Lehman Company           $0         $0.00     $10.08       $5.74         N/A    None.
                                 $21,197        $10.25

316      Recal-Milgo Info.       $16,010         $9.75     $10.25       $4.75         N/A    Tenant's recoveries are not grossed-up.
                                 $16,420        $10.00
                                 $16,831        $10.25
                                 $17,241        $10.50
                                 $17,652        $10.75

340      Integration Services    $10,773        $10.50     $10.50       $5.88         N/A    None.

350      George McElroy & Assoc  $17,157        $10.75     $10.75       $5.88         N/A    None.

400A     President Life 
         and Accident            $65,417        $11.00     $11.00       $5.88         N/A    None.

650      OCCL (USA) Inc.         $63,752        $13.00     $13.00        1996        $16.50  None.
                                                                       Base Year
</TABLE>

<PAGE>

                              One Northwest Center
                             13831 Northwest Freeway
                                 Houston, Texas

                              Recent Lease Analysis

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                 Lease Term                                                                    
                                         ---------------------------                                                      Annual  
                                Square      Lease        Lease        Term                    Monthly    Annual Rent       Rent   
Suite             Tenant         Feet    Commencement Termination     (Yrs)        Months       Rent       Total          Per SF 
- ----------------------------------------------------------------------------------------------------------------------------------
<C>      <S>                   <C>            <C>         <C>        <C>         <C>        <C>            <C>            <C>     
102      Data General           2,647         May 94      May 97      5.00       36 Months   $2,260.98      $27,132        $10.25 
                                              May 97      May 99                 24 Months   $2,316.13      $27,794        $10.50

180      Pegasus Design         6,242         Jan 94      Dec 98     10.00       60 Months   $6,111.96      $73,344        $11.75 
                                              Jan 99      Dec 03                 60 Months   $6,372.04      $76,465        $12.25

355      Hydrocarbon Data       1,426         Jan 94      Dec 96      3.00       36 Months   $1,158.63      $13,904         $9.75 

600      Circle K              13,435         Feb 94      May 97      3.33       40 Months  $11,475.73     $137,709        $10.25 
                                                                                                                                  

650      Procter & Gamble       5,381         Aug 94      Aug 99      5.00       60 Months   $6,802.48      $81,630        $15.17 
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                             Average  
                             Annual    Expense         Finish Out                                     
                             Lease      Stop           Allowance                                      
Suite             Tenant     Rate PSF  Per SF           Per SF                  Comments 
- -------------------------------------------------------------------------------------------------------------
<C>      <S>                 <C>         <C>              <C>           <C>
102      Data General         $10.35     $6.15              N/A         None.
                           

180      Pegasus Design       $12.00     $8.15            "As Is"       None.
                           

355      Hydrocarbon Data      $9.75     $6.15              N/A         None.

600      Circle K             $10.25     $5.88              N/A         This tenant has vacated their space, 
                                                                        but continues to pay their rent.

650      Procter & Gamble     $15.17     $6.15            $22.00        None.
</TABLE>


<PAGE>


- --------------------------------------------------------------------------------

                             SURVEYOR'S CERTIFICATE
                                     2/28/94

The  undersigned,  being a duly and  qualified  surveyor in and for the State of
Texas, does hereby certify to:

         WHT Real Estate Limited Partnership, a Delaware limited partnership,
         Commercial Title Group, Ltd., a Virginia corporation
         Chicago Title Insurance Company,

that this survey  print is a true and accurate  survey based on a inspection  of
the following described real estate (the "Premises"):

2.725 ACRES OUT OF THE RICHARD  ROWLES  SURVEY,  ABSTRACT  670,  HARRIS  COUNTY.
TEXAS,  BEING  OUT OF LOTS 1 AND 2,  BLOCK  "D" AND LOT 27,  BLOCK "C" OF HAHL'S
SUBURBAN  FARMS  SUBDIVISION  "G", AS  RECORDED  IN VOLUME 334,  PAGE 134 OF THE
HARRIS  COUNTY DEED  RECORDS,  THE SUBJECT  2.725 ACRES BEING MORE  PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS;

BEGINNING AT A 5/8 INCH IRON ROD FOUND IN THE SOUTHWEST RIGHT OF WAY LINE OF
U.S. HIGHWAY NO. 290 (NORTHWEST FREEWAY) (300 FEET WIDE) AND BEING THE MOST
NORTHERLY NORTHEAST CORNER OF THAT CERTAIN 0.2704 ACRE TRACT (WIDENING OF GUHN
ROAD) AS RECORDED IN DEED UNDER FILM CODE NO. 016-00-1217 AND COUNTY CLERKS FILE
NO. H-486749 IN THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS COUNTY,
TEXAS;

THENCE, SOUTH 56 DEGREES 27 MINUTES 41 SECONDS EAST, WITH THE SOUTHWEST LINE OF
SAID U.S. HIGHWAY NO. 290, A DISTANCE OF 476.61 FEET TO A 5/8 INCH IRON ROD
FOUND FOR THE MOST EASTERLY CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 33 DEGREES 32 MINUTES 19 SECONDS WEST, A DISTANCE OF 90.00 FEET TO
A 5/8 INCH IRON ROD FOUND FOR CORNER;

THENCE, NORTH 56 DEGREES 27 MINUTES 41 SECONDS WEST, A DISTANCE OF 30.00 FEET TO
A 5/8 INCH ROD FOUND FOR CORNER;

THENCE, NORTH 89 DEGREES 57 MINUTES 20 SECONDS WEST, A DISTANCE OF 119.98 FEET
TO A 5/8 INCH IRON ROD FOUND FOR CORNER;

THENCE, NORTH 56 DEGREES 27 MINUTES 41 SECONDS WEST, A DISTANCE OF 41.63 FEET TO
AN "X" IN CONCRETE FOUND FOR CORNER;

THENCE, SOUTH 33 DEGREES 32 MINUTES 19 SECONDS WEST, A DISTANCE OF 51.63 FEET TO
5/8 INCH IRON ROD FOUND FOR CORNER;

THENCE, NORTH 89 DEGREES 57 MINUTES 20 SECONDS WEST, A DISTANCE OF 26.44 FEET TO
AN "X" IN CONCRETE FOUND FOR CORNER;

THENCE,  SOUTH 00 DEGREES 02 MINUTES 40 SECONDS  WEST, A DISTANCE OF 258.50 FEET
TO A 1/2 INCH IRON ROD FOUND IN THE EASTERLY LINE OF SAID 0.2704 ACRE TRACT;

THENCE, NORTH 89 DEGREES 57 MINUTES 20 SECONDS WEST, A DISTANCE OF 134.00 FEET
TO AN 5/8 INCH IRON ROD FOUND (CALLED "X" IN CONCRETE BY PRIOR DEEDS) FOR
CORNER;

THENCE,  NORTH 00 DEGREES 02 MINUTES 40 SECONDS EAST, WITH THE EAST LINE OF SAID
0.2704 ACRE TRACT, A DISTANCE OF 588.90 FEET TO A 5/8 INCH IRON ROD FOUND IN THE
SOUTHEASTERLY LINE OF SAID 0.2704 ACRE TRACT;

THENCE, NORTH 61 DEGREES 47 MINUTES 30 SECONDS EAST, WITH THE SOUTHEASTERLY LINE
OF SAID 0.2704 ACRE  TRACT,  A DISTANCE OF 23.67 FEET TO THE POINT OF  BEGINNING
AND CONTAINING 2.725 ACRES OF LAND MORE OR LESS.

- --------------------------------------------------------------------------------


<PAGE>
 


                               [GRAPHIC OMITTED]

                 [FLOOR PLAN] One Northwest Center, Houston, TX
<PAGE>

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                 [FLOOR PLAN] One Northwest Center, Houston, TX
<PAGE>

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                 [FLOOR PLAN] One Northwest Center, Houston, TX

<PAGE>

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                 [FLOOR PLAN] One Northwest Center, Houston, TX

<PAGE>

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                 [FLOOR PLAN] One Northwest Center, Houston, TX

<PAGE>

                               [GRAPHIC OMITTED]

                 [FLOOR PLAN] One Northwest Center, Houston, TX

<PAGE>

                               [GRAPHIC OMITTED]

                 [SITE PLAN] One Northwest Center, Houston, TX

<PAGE>

                               [GRAPHIC OMITTED]

              [FLOOD PLAIN MAP] One Northwest Center, Houston, TX


<PAGE>

                              One Northwest Center
                            PROJECT DESIGNATOR: 171A
                           REVISION: 8/13/96 @ 16:37
                            AVERAGE OCCUPANCY REPORT
                                FOR ALL TENANTS
                                8/13/96 @ 16:38
<TABLE>
<CAPTION>



                1996     1997     1998      1999    2000     2001     2002      2003    2004      2005     2006    2007
               -------  -------  -------  -------  -------  -------  -------  ------   -------  -------  -------  -------
<S>            <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>    
JANUARY        117,924  135,100  148,825  147,543  148,823  139,840  146,267  148,343  137,619  143,567  142,376  149,650
FEBRUARY       117,924  126,447  146,583  147,543  144,325  139,840  146,267  150,465  144,223  145,712  142,376  147,528
MARCH          117,924  126,447  145,557  150,465  142,729  104,561  146,267  147,543  144,223  140,808  142,376  148,343
APRIL          117,924  121,118  146,106  150,465  143,720  122,554  148,825  147,543  148,823  119,462  146,267  148,343
MAY            117,924  129,771  148,348  147,818  142,271  113,9C1  146,583  147,543  144,325  119,462  146,267  150,465
JUNE           117,924  138,178  148,559  147,818  143,867  109,961  145,557  150,465  142,729  117,766  146,267  147,543
JULY           123,225  138,176  149,650  140,002  144,518  118,067  146,106  150,465  143,720  135,759  148,825  147,543
AUGUST         128,120  138,178  147,528  136,045  148,320  133,320  148,348  147,818  142,271  120,506  146,583  147,543
SEPTEMBER      128,120  138,178  148,343  136,045  148,320  143,860  148,559  147,818  143,867  116,566  145,557  150,465
OCTOBER        130,805  146,267  148,343  143,861  143,567   142,36  149,650  140,002  144,518  118,067  146,106  150,465
NOVEMBER       130,805  146,267  150,465  150,465  145,712  142,376  147,528  136,045  148,320  133,320  148,348  147,818
DECEMBER       130,805  146,267  147,543  150,465  140,808  142,376  148,343  136,045  148,320  143,860  148,559  147,818
               -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------

AVERAGE SF
OCCUPIED-AOSF  123,285  135,866  147,988  145,711  144,748  129,419  147,358  145,841  144,413  129,571  145,826  148,627

TOTAL SF-NRA   150,465  150,465  150,465  15O,465  150,465  150,465  150,465  150,465  150,465  150,465  150,465  150,465
               -------  -------  -------  -------  -------  -------  -------  ------   -------  -------  -------  -------
OCCUPANCY        81.94    90.30    98.35    96.84    96.20    86.01    97.94    96.93    95.98    86.11    96.92    98.78
               =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======
</TABLE>


<PAGE>

                              One Northwest Center
                            PROJECT DESIGNATOR: 171A
                           REVISION: 8/13/96 3 16:38
                           PROJECT ASSUMPTIONS REFORT
                              INCLUDING ALL TENANTS
                                8/13/96 @ 16:38



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF One Northwest Center BEGINNING 8/1996
FOR 12 YEARS ON A CALENDAR YEAR BASIS


AREA MEASURES
- -------------

NRA
1996 VALUE    -  150,465
THEREAFTER    - CONSTANT

AOSF
1996 VALUE    -  123,285
1997 VALUE    -  135,866
1998 VALUE    -  147,988
1999 VALUE    -  145,711
2000 VALUE    -  144,748
2001 VALUE    -  129,419
2002 VALUE    -  147,358
2003 VALUE    -  145,841
2004 VALUE    -  144,413
2005 VALUE:   -  129,571
2006 VALUE    -  145,826
2007 VALUE    -  148,627
THEREAFTER    - CONSTANT


GROWTH RATES
- ------------

RENT
1996 VALUE -        3.50
THEREAFTER -    CONSTANT

EXP1
1996 VALUE -        3.50
THEREAFTER -    CONSTANT

EXP2
1996 VALUE -        4.00
THEREAFTER -    CONSTANT


MARKET RATES
- ------------

MKT1
1996  VALUE   -     11.50
1997  VALUE   -     11.75
1998  VALUE   -     12.00
1999  VALUE   -     12.50
2000  VALUE   -     13.00
2001  VALUE   -     13.75
2002  VALUE   -     14.50
2003  VALUE   -     15.50
2004  VALUE   -     16.50
2005  VALUE   -     17.50
THEREAFTER    -   
GROWING AT GROWTH RATE EXPl

ADM

<PAGE>

                                                                       PAGE    2




1996 VALUE -         0.10
THEREAFTER -  GROWING AT  GROWTH RATE EXP1

PAY
1996 VALUE -         0.70
THEREAFTER -  GROWING AT  GROWTH RATE EXPI

JAN
1996 VALUE -         0.70
THEREAFTER -  GROWING AT  GROWTH RATE EXP1

R&M
1996 VALUE -         0.75
THEREAFTER -  GROWING AT  GROWTH RATE EXP2

SEC
1996 VALUE -         0.53
THEREAFTER -  GROWING AT  GROWTH RATE EXP1

UTIL
1996 VALUE -         1.50
THEREAFTER -  GROWING AT  GROWTH RATE EXP2

ADV
1996 VALUE -         0.06
THIEREAFTER - GROWING AT  GROWTH, RATE EXP1

INS
1996 VALUE -         0.13
THEREAFTER -  GROWING AT  GROWTH RATE EXP1

RES
1996 VALUEE- ~-       0.10
TFEREAFTER -  GROWING AT GROWTH RATE EXPI

MGT
ZERO

NTI
1996 VALUE -         7.50
THEREAFTER -  GROWING AT GROWTH RATE EXPI

STI
1996 VALUE -         14.00
THEREAFTER -  GROWING AT GROWTH RATE EXP1

SERV
1996 VALUE -         0.18
THEREAFTER -  GROWING AT GROWTH RATE EXP1


MISCELLANEOUS INCOMES
- ---------------------

NONE


EXPENSES


ADMINISTRATION          , REFERRED TO AS ADMN
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE ADM MULTIPLIED BY AREA MEASURE NRA

PAYROLL                 , REFERRED TO AS PAY
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE PAY MULTIPLIED BY AREA MEASURE NRA


<PAGE>

                                                                       PAGE    3




CLEANING                , REFERRED TO AS JAN
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE JAN MULTIPLIED BY AREA MEASURE AOSF

REPAIRS & MAINT         , REFERRED TO AS R&M
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE R&M MULTIPLIED BY AREA MEASURE NRA

SECURITY                , REFERRED TO AS SEC
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE SEC MULTIPLIED BY AREA MEASURE NRA

UTILITIES               , REFERRED TO AS UTIL
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE UTIL MULTIPLIED BY AREA MEASURE NRA

ADVERTISING             , REFERRED TO AS ADV
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE ADV MULTIPLIED BY AREA MEASURE NRA

REAL ESTATE TAXES       , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCCMEE
1996 VALUE -    110,110
1997 VALUE -    179,086
THEREAFTER -GROWING AT GROWTH RATE EXP1

INSURANCE               , REFERRED TO AS INS
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE INS   MULTIPLIED BY AREA MEASURE NRA

MANAGEMENT              , REFERRED TO AS MGT
AN INFORMATIONAL  EXPENSE
1996 VALUE -      45,388
1997 VALUE -      49,936
1998 VALUE -      55,914
1999 VALUE -      55,952
2000 VALUE -      56,570
2001 VALUE -      49,348
2002 VALUE -      58,820
2003 VALUE -      59,774
2004 VALUE -      62,289
2005 VALUE -      59,545
2006 VALUE -      73,640
2007 VALUE -      77,211
THEREAFTER -    CONSTANT

RECOVERIES              , REFERRED TO AS REC
AN INFORMATIONAL EXPENSE
+100.0% OF ADMN  +100.0% OF PAY
+100.0% OF JAN   +100.0% OF R&M
+100.0% OF SEC   +100.0% OF UTIL
+100.0% OF ADV   +100.0% OF TAX
+100.0% OF INS   +100.0% OF MGT

BUILDING SERVICES       , REFERRED TO AS SERV
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE SERV MULTIPLIED BY AREA MEASURE NRA


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -         2.00
THEREAFTER - CONSTANT


<PAGE>

                                                                       PAGE    4



MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGT
1996 VALUE -          3.00
THEREAFTER -      CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -     6.300% OF TOTAL RENT

STANDARD METHOD #2 -     4.500% OF TOTAL RENT

STANDARD METHOD #3 -     0.000% OF TOTAL RENT

STANDARD METHOD #4 -     0.000% OF TOTAL RENT

STANDARD METHOD #5 -     0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 -     CASHED OUT

STANDARD METHOD #2 -     CASHED OUT

STANDARD METHOD #3 -     CASHED OUT

STANDARD METHOD #4 -     CASHED OUT

STANDARD METHOD #5 -     CASHED OUT


ALTERATION CALCULATION
- ----------------------

1996 VALUE -          4.10
THEREAFTER - GROWING AT GROWTH RATE EXP1


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 -     CASHED OUT

STANDARD METHOD #2 -     CASHED OUT

STANDARD METHOD #3 -     CASHED OUT

STANDARD METHOD #4 -     CASHED OUT

STANDARD METHOD #5 -     CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------


<PAGE>

                                                                      PAGE     5




RESERVES
ZERO

Capital Expenditure
1996 VALUE -         73,550
1997 VALUE -         20,000
1998 VALUE -         45,000
THEREAFTER -   MARKET RATE RES MULTIPLIED BY AREA MEASURE NRA


PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- -------------------------------

NONE


COST CENTERS
- ------------

NONE


SALES VOLUME PROFILE
- --------------------

             PERCENT OF          RELATIVE 
MONTH       ANNUAL SALES         VOLUME
- -----      ------------         --------
JAN             8.33%               1.00
FEB             8.33%               1.00
MAR             8.33%               1.00
APR             8.33%               1.00
MAY             8.33%               1.co
JUN             8.33%               1.00
JUL             8.33%               1.00
AUG             8.33%               1.00
SEP             8.33%               1.00
OCT             8.33%               1.00
NOV             8.33%               1.00
DEC             8.33%               1.00
             -------             -------
TOTALS        100.00%              12.00


GLOBAL   RECOVERIES
- -----------------

NONE


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED As AMOUNTS/SQUARE FOOT/YEAR
SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY

<PAGE>


                                                                      PAGE     6



RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

NONE


TENANTS
- -------

THERE ARE A TOTAL OF 46 LEASEHOLD TENANTS

- --------------------------------------------------------------------------------

# 1 - SUITE 100         , Nagesh & Carter
BASE LEASE DATES:         2/1992 TO 1/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,495
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -        10.25/SF/YR
CHANGING TO -         10.55/SF/YR ON 1/1994
CHANGING TO -         10.85/SF/YR ON 1/1996

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE   NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF         5.00/SF MULTIPLIED BY AREA MEASURE   NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
                                                                    
RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



<PAGE>

                                                                        PAGE   7



- --------------------------------------------------------------------------------

# 2 - SUITE 102        , Data General
BASE LEASE DATES:        5/1994 TO 4/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          2,647
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   10.25/SF/YR
CHANGING TO -    10.50/SF/YR ON 5/1997

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA  NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 3 - SUITE 110         , Bituminous Casualty
BASE LEASE DATES:         1/1995 TO 12/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:              611
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    11.60/SF/YR

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC


<PAGE>

                                                                        PAGE   8




PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASIME NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF    5.88/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
        

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



- --------------------------------------------------------------------------------

# 4 - SUITE 151         , Southern States
BASE LEASE DATES:         4/1995 TO 3/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:              651
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     11.00/SF/YR

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF      5.74/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS:    NONE

ALTERATIONS:    NONE

SPECULATIVE RENEWALS:


         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        

<PAGE>

                                                                       PAGE    9


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 5 - SUITE 155         , Miglicco, Botschen
BASE LEASE DATES:         1/1996 TO 7/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,122
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   10.75/SF/YR
CHANGING TO -    11.00/SF/YR ON 6/1997

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD


<PAGE>

                                                                         PAGE 10
RENEWAL PAYOUT:            CASHED OUT

- --------------------------------------------------------------------------------

# 6 - SUITE 165         , Fitness Center
BASE LEASE DATES:         8/1996 TO 7/2010
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,140
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE


- --------------------------------------------------------------------------------

# 7 - SUITE 167        Conference Room
BASE LEASE DATES:      6/1996 To 7/2010
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:           313
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT      0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE


- --------------------------------------------------------------------------------
# 8 - SUITE 169        Building Storage
BASE LEASE DATES-      8/1996 To 7/2010
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:           454
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE


- --------------------------------------------------------------------------------

# 9 - SUITE 180         , Pegasus Design
BASE LEASE DATES:         1/1994 TO 12/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           6,242
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:


<PAGE>

                                                                        PAGE  11



INITIAL RENT -  11.75/SF/YR
CHANGING TO -   12.25/SF/YR ON 1/1994

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF    6.15/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



- --------------------------------------------------------------------------------

# 10 - SUITE 200        , Durey Equipment
BASE LEASE DATES:         4/1995 To 3/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,091
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    10.50/SF/YR

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     5.25/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>

                                                                         PAGE 12


         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY    1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



- --------------------------------------------------------------------------------

#11 - SUITE 205         , Xergraphic Systems
BASE LEASE DATES:         1/1995 TO 12/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,029
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT      l0.50/SF/YR

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     5.74/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP



<PAGE>

                                                                         PAGE 13




AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 12 - SUITE 210        , Masada Security
BASE LEASE DATES:         8/1996 TO 7/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,223
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    12.00/SF/YR

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITHA CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITHA CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 13 - SUITE 212        , Marley Cooling
BASE LEASE DATES:         12/1993 TO 11/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:            2,922
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:


<PAGE>

                                                                         PAGE 14




INITIAL RENT -    10.00/SF/YR
CHANGING TO -     10.50/SF/YR ON 12/1996

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA  MEASURE  NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF  5.85/SF MULTIPLIED BY AREA  MEASURE   NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

#14 - SUITE 235         , Madison Guaranty
BASE LEASE DATES:         7/1996 TO 6/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           5,301
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    9.75/SF/YR
CHANGING TO -     11.50/SF/YR ON 6/1997

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

CCMMISSIONS: NONE

ALTERATIONS: NONE


<PAGE>

                                                                         PAGE 15



SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



 
- --------------------------------------------------------------------------------

# 15 - SUITE 245        , Gulfwide Services
BASE LEASE DATES:         6/1995 TO 5/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:              815
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT
INITIAL RENT -     10.00/SF/YR
CHANGING TO -      10.50/ SF/YR ON 5/1996

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF      5.72/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES
        
RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC


<PAGE>

                                                                         PAGE 16



PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 16 - SUITE 250        , Barone Design Group
BASE LEASE DATES:         2/1995 TO 1/2000
TYPE OF TENANT            OFFICE
SQUARE FOOTAGE:            4,498
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -          10.50/SF/YR

RECOVERIES:

PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF          5.5l/SF MULTIPLIED BY AREA MEASURE NRA


COMMISSIONS: NONE

ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHAPE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 17 - SUITE 300        , Ogre Partners
BASE LEASE DATES:         1/1996 TO 6/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,515
SUBJECT TO VACANCY ALLOWANCE

<PAGE>


                                                                         PAGE 17



MINIMUM RENT:
INITIAL RENT -       11.00/SF/YR
CHANGING TO -        11.25/SF/YR ON 6/1997
CHANGING TO -        11.50/SF/YR ON 6/1998

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS with A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 18 - SUITE 310        , Wilco Insurance
BASE LEASE DATES:         8/1995 -10 7/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,145
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -       10.50/SF/Y.R
CHANGING TO -        11.00/SF/YR ON 8/1997
CHANGING TO -        11.50/SF/YR ON 8/1998

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF        5.74/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE


<PAGE>

                                                                         PAGE 18



ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


 
- --------------------------------------------------------------------------------

#19 - SUITE 312         , The Lehman Co.
BASE LEASE DATES:         8/1995 TO 9/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,068
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR
CHANGING TO -     10.25/SF/YR ON 8/1995

RECOVERIES:

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     5.74/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC



<PAGE>

                                                                         PAGE 19



PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

#20 - SUITE 314         , Medical Dental
BASE LEASE DATES:         2/1993 TO 1/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,242
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -           9.75/SF/YR
CHANGING TO -         10.00/SF/YR ON 1/1996

ECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF          5.82/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 21 - SUITE 316        , Racal-Milgo
BASE LEASE DATES:         1/1995 To 12/1999
TYPE OF TENANT:           OFFICE


<PAGE>

                                                                         PAGE 20




SQUARE FOOTAGE:          1,642
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     9.75/SF/YR
CHANGING TO    -  10.00/SF/YR ON 1/1996
CHANGING TO    -  10.25/SF/YR ON 1/1997
CHANGING TO    -  10.50/SF/YR ON 1/1998
CHANGING TO    -  10.75/SF/YR ON 1/1999

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     4.75/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 22 - SUITE 330        , Rolf Jensen
BASE LEASE DATES:         2/1992 TO 1/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           6,158
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     11.37/SF/YR

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR
AND A BASE OF      5.25/SF MULTIPLIED BY AREA MEASURE NRA


<PAGE>


                                                                         PAGE 21



COMMISSIONS: NONE

ALTERATIONS: NONE

 SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 23 - SUITE 335        , Management office
BASE LEASE DATES:         8/1996 TO 7/2010
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,765
SUBJEC7 TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

 
- --------------------------------------------------------------------------------

# 24 - SUITE 340        , Integration Service
BASE LEASE DATES:         2/1995 TO 2/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,026
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    10.50/SF/YR

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO-RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITIA A CALENDAR YEAR EXPENSE
WITH NO CAP

<PAGE>


                                                                         PAGE 22



AND A BASE OF       5.88/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 25 - SUITE 350        , George McElroy
BASE LEASE DATES:         3/1995 TO 2/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:            1,596
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -       10.75/SF/YR

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF        5.88/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET PATE MKT1 MULTIPLIED BY 1.000


<PAGE>

                                                                         PAGE 23




RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



- --------------------------------------------------------------------------------

#26 - SUITE 355         , Hydrocarbon Data
BASE LEASE DATES:         1/1994 TO 12/1996
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,426
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    9.75/SF/Y.R

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF    6.15/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES
3        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



<PAGE>

                                                                         PAGE 24

- --------------------------------------------------------------------------------

# 27 -  Norvell Electronic
BASE LEASE DATES:         1/1996 TO 5/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,133
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   10.75/SF/YR

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT

- --------------------------------------------------------------------------------

# 28 - SUITE 400        , Law Companies
BASE LEASE DATES:         3/1991 TO 2/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           40,183
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      8.50/SF/YR
CHANGING TO -     13.75/SF/YR ON 2/1996

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA


<PAGE>

                                                                         PAGE 25




CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     4.50/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE



- --------------------------------------------------------------------------------

# 29 - SUITE 400A         , Provident Life
BASE LEASE DATES:           5/1995 TO 4/2000
TYPE OF TENANT:             OFFICE
SQUARE FOOTAGE:             5,947
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT;
INITIAL RENT -    11.00/SF/YR

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     5.88/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



- --------------------------------------------------------------------------------

# 30 - SUITE 600         , Circle K
BASE LEASE DATES:          2/1994 TO 3/1997
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            13,43S
SUBJECT TO VACANCY ALLOWANCE

<PAGE>


                                                                         PAGE 26



MINIMUM RENT:
INITIAL RENT - 10.25/SF/YR

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF   5.88/SF MULTIFPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

 
- --------------------------------------------------------------------------------


# 31 - SUITE 630      , Proctor & Gamble
BASE LEASE DATES:       8/1994 TO 7/1999
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         5,381
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   15.17/SF/YR

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     6.15/SF        MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT

<PAGE>



                                                                         PAGE 27



- --------------------------------------------------------------------------------

# 32 - SUITE 650        , OOCL (USA) Inc.
BASE LEASE DATES:         12/1995 TO 11/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           4,904
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    13.00/SF/YR

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT

- --------------------------------------------------------------------------------

# 33 - SUITE 215        , SPEC TEN 1
BASE LEASE DATES:         1/1998 TO 12/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           4,198
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASUREE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE


<PAGE>


                                                                         PAGE 28




WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:       STANDARD METHOD #1
PAYOUT:            CASHED OUT

ALTERATIONS:       MARKET RATE NTI
PAYOUT:            CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES



RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT
 
- --------------------------------------------------------------------------------

# 34 - SUITE 660            , SPEC TEN 2
BASE LEASE DATES:           10/1996 TO 9/2000
TYPE OF TENANT:               OFFICE
SQUARE FOOTAGE:               2,685
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:       STANDARD METHOD #1
PAYOUT:            CASHED OUT

ALTERATIONS:       MARKET RATE NTI
PAYOUT:            CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES



<PAGE>

                                                                         PAGE 29



RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 35 - SUITE 175         , SPEC TEN 3
BASE LEASE DATES:          1/1997 TO 12/2000
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            4,159
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT-
INITIAL RENT - MARKET RATE NTl

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:   STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTI
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:        STANDARD METHOD #2
RENEWAL PAYOUT:             CASHED OUT

RENEWAL ALTERATIONS:        STANDARD


<PAGE>


                                                                         Page 30



RENEWAL PAYOUT:            CASHED OUT

- --------------------------------------------------------------------------------

# 36 - SUITE 230        , SPEC TEN 4
BASE LEASE DATES:         1/1997 TO 12/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,562
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:  STANDARD METHOD #1
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE NTI
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT
 
- --------------------------------------------------------------------------------

# 37 - SUITE 499        , SPEC TEN 5
BASE LEASE DATES:         4/1997 TO 3/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           6,680
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTI

RECOVERIES:

RECOVERIES

<PAGE>



                                                                         PAGE 31




PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:  STANDARD METHOD #1
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE STI
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 38 - SUITE 120        , SPEC TEN 6
BASE LEASE DATES:         10/1997 TO 9/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,372
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:   STANDARD METHOD #1
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE NTI
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:


<PAGE>

                                                                         PAGE 32


         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 39 - SUITE 360        , SPEC TEN 7
BASE LEASE DATES:         6/1997 TO 5/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,689
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OFTHE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:   STANDARD METHOD #1
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE NTI
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP


<PAGE>


                                                                         PAGE 33

AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT
   

- --------------------------------------------------------------------------------

# 40 - SUITE 600A        , CIRCLE K SPEC 1
BASE LEASE DATES:          6/199~7 TO 5/2001
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            6,718
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTl

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:   STANDARD METHOD
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE NTI
PAYOUT:        CASHED 0UT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT
   
- --------------------------------------------------------------------------------


# 41 - SUITE 600B        , CIRCLE K SPEC 2
BASE LEASE DATES:          10/1997 TO 9/2001
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            6,717
SUBJECT TO VACANCY ALLOWANCE

<PAGE>


                                                                         PAGE 34




MINIMUM RENT:
INITIAL RENT MARKET RATE MKT1

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:       STANDARD METHOD #1
PAYOUT:            CASHED OUT

ALTERATIONS:       MARKET RATE NTI
PAYOUT:            CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES
2        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT

        
- --------------------------------------------------------------------------------


# 42 - SUITE 400              , LAW CCMP SPEC 1
BASE LEASE DATES:               4/2001 TO 3/2005
TYPE OF TENANT:                 OFFICE
SQUARE FOOTAGE:                 13,778
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTI

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:       STANDARD METHOD #1
PAYOUT:            CASHED OUT

ALTERATIONS:       MARKET RATE NTI


<PAGE>

                                                                         PAGE 35

PAYOUT:            CASHED OUT

 SSPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


- --------------------------------------------------------------------------------

# 43 - SUITE 500A        LAW COMP SPEC 2
BASE LEASE DATES:        4/2001 TO 3/2005
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           6,600
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:   STANDARD METHOD #1
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE NTI
PAYOUT:        CASHED OUT

 SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY 1.000

RENEWAL RECOVERIES:


RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA


<PAGE>

                                                                         PAGE 36

CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT

- --------------------------------------------------------------------------------

# 44 - SUITE 5OOD         , LAW SPEC 3
BASE LEASE DATES:           6/2001 TO S/2005
TYPE OF TENANT:             OFFICE
SQUARE FOOTAGE:             6,600
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTI

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTI
PAYOUT:         CASHED OUT

 SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT

- --------------------------------------------------------------------------------

# 45 - SUITE 5OOC         , LAW SPEC 4
BASE LEASE DATES:           8/2001 TO 7/2005
TYPE OF TENANT:             OFFICE
SQUARE FOOTAGE:             6,600
SUBJECT TO VACANCY ALLOWANCE

<PAGE>


                                                                         PAGE 37




MINIMUM RENT:
INITIAL RENT - MARKET RATE MKT1

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:  STANDARD METHOD #1
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE NTI
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT



- --------------------------------------------------------------------------------

# 46 - SUITE 500D       , LAW SPEC 5
BASE LEASE DATES:         10/2001 TO 9/2005
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           6,605
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTI

RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


COMMISSIONS:   STANDARD METHOD #1
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE ~NTI
PAYOUT:        CASHED OUT


<PAGE>

                                                                         PAGE 38


SPECULATIVE RENEWALS:

         LENGTH      VACANT    SQ. FT.     MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE     FREE RENT    COMMISSIONS  ALTERATIONS
- ----  ------------   ------   --------     ---------    -----------  -----------
                                                                     
1        4.00          3         NONE         NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:       STANDARD METHOD #2
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       STANDARD
RENEWAL PAYOUT:            CASHED OUT


<PAGE>

================================================================================
Cushman & Wakefield Appraisal Services National Investor Survey - Winter 1995
================================================================================
<TABLE>
<CAPTION>


                  Going In        Terminal        IRR            Income          Expense    Projection
                                                                 Growth           Growth       Period
               Low     High     Low    High    Low    High     Low   High      Low     High            
- --------------------------------------------------------------------------------------------------------
========================================================================================================
OFFICES-SUBURBAN
========================================================================================================
<S>            <C>    <C>      <C>    <C>     <C>     <C>      <C>     <C>     <C>     <C>        <C>
               9.50   11.00    9.00   10.50   14.00   14.00    3.25    3.25    4.00    4.00       5
               9.00    9.00    9.00    9.50   11.00   11.00    5.00    5.00    4.00    4.00      10
               9.00   10.00    9.50   10.00   11.50   12.50    --      --      3.50    3.50      10
               9.50    9.75    9.75   10.00   11.75   12.25    3.50    4.00    3.50    3.50      10
               9.00    9.00    9.00    9.00   12.00   12.00    4.00   15.00    4.00    4.00      10
               9.00   11.00    9.75   12.00   11.00   14.00    0.00    4.00    4.00    4.00      10
               9.00   10.50    9.50   11.00   11.50   12.00    2.00    3.50    3.50    3.50      10
               8.00    9.50    9.00   10.50   11.00   12.00    4.00    4.00    4.00    4.00      10
               9.50    9.75    9.75   10.50   11.40   11.70    3.00    4.00    3.50    4.50      10
              12.00   12.00   10.00   10.00   15.00   15.00    3.00    4.00    2.00    4.00       5
              10.00   10.00   10.00   10.00   12.00   12.00    4.00    4.00    3.00    3.00      10
               8.50    9.00    9.00    9.50   12.00   12.50    3.00    5.00    3.00    4.00      10
               9.00   10.00    9.50   10.50   12.00   12.50    3.00    3.00    3.00    3.00      10
                --      --     9.00    9.00    --      --       --      --      --      --       --
              10.50   10.50   10.50   10.50   12.50   12.50    2.00    3.00    3.00    3.00      10
               9.00   10.00    9.00    9.00   15.00   15.50    5.00    5.00    3.00    3.00     5-7
               9.00    9.00    9.00    9.00   11.25   11.25    5.00    5.00    4.00    4.00      10
               8.00    9.00    9.00   10.00   11.00   12.00    3.00    3.00    3.00    3.00      10
               9.00    9.25   10.00   10.25   12.00   12.00    4.00    4.00    4.00    4.00      10
Responses       18      18      19      19      18      18      17      17      18      18       --
Average (%)    9.25    9.90    9.43   10.04   12.11   12.59    3.34    4.63    3.44    3.67      --

</TABLE>


<PAGE>



                                           QUALIFICATIONS OF RONALD W. POTTS
================================================================================
PROFESSIONAL DESIGNATION

MAI (Member, Appraisal Institute - Certificate 7747) - The Appraisal Institute

PROFESSIONAL AFFILIATIONS

Greater Dallas Board of Realtors
Licensed Real Estate Broker in the State of Texas
State Certified Appraiser (Certification Number TX-1321575-G)

EDUCATION

Master of Business Administration (Real Estate)
Southern Methodist University, August, 1976
Bachelor of Business Administration (Management and Real Estate)
Baylor University, May, 1971

TECHNICAL TRAINING, THE APPRAISAL INSTITUTE

Real Estate Appraisal Course 1A
Real Estate Appraisal Course 1B
Real Estate Appraisal Course II
R-2 Examination and Narrative
Report Writing Seminar
Real Estate Appraisal Course VI
Various Real Estate Seminars

EMPLOYMENT BACKGROUND

Mr. Potts has been with Cushman & Wakefield since January, 1987, and effective
January 1, 1989 became Branch Manager, Appraisal Services. As of January 1, 1991
he was named Director, Manager, Appraisal Services in Dallas, Texas. Prior to
his affiliation with Cushman & Wakefield, Mr. Potts was associated with a major
downtown Dallas bank for six years, spending the last two and one-half years as
Senior Vice President and manager of the real estate department. Mr. Potts
previously worked in the Commercial Lending division of a mortgage banking firm
and a major southwest life insurance company.

EXPERIENCE

Appraisal assignments have been completed on most types of improved property
(residential, income-producing and special purpose) and land. Property types
upon which assignments have been completed include industrial buildings, low and
high-rise office complexes, motels, apartments, restaurants, strip and
neighborhood shopping centers, residential property (single-family, duplexes,
townhomes, and condominiums), and special purpose properties such as gasoline
service stations, hospitals, and churches. Previously, administered and managed
a commercial real estate department with total loans in excess of $400 million.



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                      --------------------------
                                                      VALUATION ADVISORY SERVICE
                                                      --------------------------


<PAGE>

                                              QUALIFICATIONS OF DAVID HEATH
================================================================================

PROFESSIONAL DESIGNATIONS

MAI (Member, Appraisal Institute - Certificate No. 9815) - The Appraisal
  Institute

PROFESSIONAL AFFILIATIONS

State of Texas Certified General Real Estate Appraiser, License No.
  TX-1323243-G Licensed Real Estate Salesman, State of Texas, No. 388243

EDUCATION

Bachelor of Business Administration - Real Estate 
Baylor University - 1987

TECHNICAL TRAINING - APPRAISAL INSTITUTE

1A1 -  Real Estate Appraisal Principles
1A2 -  Basic Valuation Procedure
SPP -  Standards of Professional Practice
IBA -  Capitalization Theory & Techniques, Part A
1BB -  Capitalization Theory & Techniques, Part B
2-1 -  Case Studies in Real Estate Valuation
2-2 -  Report Writing and Valuation Analysis

Mr. Heath has attended various seminars for purpose of continuing education and
  the re-certification of the MAI designation and state licensing.

EMPLOYMENT BACKGROUND

Commercial Appraiser with Cushman & Wakefield of Texas, Inc.
March, 1996 to Present

Commercial Appraiser with Miller Consulting, Dallas, Texas
January, 1996 to February, 1996

Commercial Appraiser (Vice President) with L.R. Denton & Co., Dallas, Texas
March, 1988 to December, 1995

EXPERIENCE

Mr. Heath's experience encompasses an assortment of appraisal and consulting
assignments on virtually all types of commercial property including downtown,
suburban, Class A/B/C office buildings; community, neighborhood and strip
shopping centers; national and local hotel/motel properties; apartments;
manufacturing, distribution and high-tech industrial properties; vacant suburban
and rural land; and special use properties, e.g. single-family subdivisions,
restaurants, mini-warehouses, and various others.



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                      --------------------------
                                                      VALUATION ADVISORY SERVICE
                                                      --------------------------



This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

================================================================================

COMPLETE APPRAISAL
OF REAL PROPERTY

Plaza 1900
1900 Gallows Road
McLean, Fairfax County, Virginia

================================================================================

IN A SELF-CONTAINED REPORT 

As of July 1, 1997

Prepared For:

Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Prepared By:

Cushman & Wakefield of Washington, D.C., Inc.
Valuation Advisory Services
1875 Eye Street, NW
Suite 700
Washington, D.C. 20006
<PAGE>

Cushman & Wakefield of Washington, D.C., Inc. 
1875 Eye Street, N.W., Suite 700                       
Washington, D.C. 20006                               [CUSHMAN & WAKEFIELD LOGO] 
(202) 467-0600                                       A ROCKEFELLER GROUP COMPANY
                                                      
June 18, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

RE: Complete Appraisal of Real Property
    Plaza 1900
    1900 Gallows Road
    McLean, Fairfax County, Virginia

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Washington, D.C., Inc. is pleased to transmit our
appraisal report estimating the market value of the leased fee estate in the
referenced real property.

      As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We particularly call to your
attention to the following special assumption.

      1. Pursuant to your request, the date of value is July 1, 1997. We
         specifically assumed that no value affecting changes occur between the
         date of inspection, which was June 12, 1997, and the prospective date
         of value.

      2. The land is owned by an entity that this separate from, but related
         to, the ownership of the improvements. We have been asked to appraise
         the entire property assuming it is owned in fee by one entity. Under
         this assumption, we have not considered the ground lease, and assume
         there are no conditions of the lease that may impact the leased fee
         value estimate.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for the specified use of the Client. It may not be distributed to
or relied upon by other persons or entities without the written permission of
the Cushman & Wakefield of Washington, D.C., Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected and the report prepared by John H. Trowbridge
under the supervision of Donald R. Morris, MAI.
<PAGE>

Mr. Sheridan Schechner
June 18, 1997                                                             Page 2

      As a result of our analysis, we estimate the prospective market value of
the leased fee estate in the referenced property and subject to the assumptions,
limiting conditions, certifications and definitions set forth herein, as of July
1, 1997, to be:

                THIRTY TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $32,500,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF WASHINGTON, D.C. INC.

COMMONWEALTH OF VIRGINIA
   JOHN H. TROWBRIDGE
     No. 4001-004035
    Certified General
       Real Estate 
        Appraiser 


/s/ John H. Trowbridge
John H. Trowbridge
Valuation Advisory Service
State of Virginia Certified General Appraiser No. 4001-004035

COMMONWEALTH OF VIRGINIA
     Donald R. Morris  
     No. 4001-002465
    Certified General
       Real Estate 
        Appraiser 


/s/ Donald R. Morris
Donald R. Morris, MAI
Valuation Advisory Service
State of Virginia Certified General Appraiser No. 4001-004035

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                               Plaza 1900

Location:                                    1900 Gallows Road

General Overview:                            The project comprises of an
                                             eight-story office building
                                             containing a total of 202,684
                                             square feet of net rentable area.
                                             The building was constructed in
                                             1989. The improvements are situated
                                             on a 4.1 acre site and there is
                                             structured and surface parking for
                                             705 vehicles. On the effective date
                                             of appraisal, the building was 100
                                             percent occupied by two tenants.

Interest Appraised:                          Leased fee estate

Date of Value:                               July 1, 1997

Date of Inspection:                          June 15, 1997

Ownership:                                   R, F & P Land II, Inc.

Highest and Best Use:                        Office development

Value Indicators
  Sales Comparison Approach:                 $33,000,000
    Value Per Square Foot:                   $163

  Income Capitalization Approach
    Estimated Market Rental Rate:            $23.50 SF, Full Service
    Stabilized Vacancy Rate:                 5.0%
    Effective Gross Income:                  $4,760,301
    Operating Expenses                       $1,341,785
    Real Estate Taxes:                       $366,629
    Net Operating Income:                    $3,418,516
    Estimated Vacancy Between Tenants        6 months
    Free Rent:                               None
    Probability of Renewal:                  60%
    Tenant Improvement Allowance
      Shell Space:                           N/A
      New Tenants in Previously
        Occupied Space                       $15.00 per square foot
      Renewal Tenants in Same Space:         $7.50 per square foot
    Estimated Market Rental Growth Rate      3.5%
    Estimated Expense Growth Rate:           3.5%
    Estimated Real Estate Tax Growth Rate:   3.5%
    Reversion Year Capitalization Rate       9.5%

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        Summary Of Salient Facts And Conclusions
================================================================================

    Transaction Costs in Reversion Sale:     3.0%
    Discount Rate:                           11.0%
  Indicated Value:                           $32,500,000

Value Conclusion:                            $32,500,000
  Value Per Square Foot:                     $160.35 (Net Rentable Area)
  Implicit Capitalization Rate:              10.5%

Special Assumptions Affecting Valuation:

      1. Pursuant to your request, the date of value is July 1, 1997. We
         specifically assumed that no value affecting changes occur between the
         date of inspection, which was June 12, 1997, and the prospective date
         of value.

      2. The land is owned by an entity that this separate from, but related to,
         the ownership of the improvements. We have been asked to appraise the
         entire property assuming it is owned in fee by one entity. Under this
         assumption, we have not considered the ground lease, and assume there
         are no conditions of the lease that may impact the leased fee value
         estimate.

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

             Front View of the Subject looking across Gallows Road


                               [GRAPHIC OMITTED]
                                    [PHOTO]

               View of Subject looking south from Boone Boulevard
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                            View of parking structure


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                             Interior View of Lobby
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                                  Rooftop view


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                 Loading area located at south side of building
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                Gallows Road looking south with subject at right


                               [GRAPHIC OMITTED]
                                    [PHOTO]

      Gallows Road looking north past Boone Boulevard with subject on left
<PAGE>

                                                 Photographs of Subject Property
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                Boone Boulevard looking west with subject on left


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                  Same road looking east with subject on right
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ..................................................................1
    Identification of Property ................................................1
    Property Ownership and Recent History .....................................1
    Purpose and Function of Appraisal .........................................1
    Extent of the Appraisal Process ...........................................1
    Date of Value and Property Inspection .....................................1
    Property Rights Appraised .................................................1
    Definitions of Value, Interest Appraised, and Other Pertinent Terms .......2
    Legal Description .........................................................3

REGIONAL ANALYSIS ............................................................ 4

NEIGHBORHOOD ANALYSIS ........................................................19

OFFICE MARKET ANALYSIS .......................................................24

PROPERTY DESCRIPTION .........................................................35
    Site Description .........................................................35
    Improvements Description .................................................36

REAL ESTATE TAXES AND ASSESSMENTS ............................................39

ZONING .......................................................................41

HIGHEST AND BEST USE ANALYSIS ................................................43

VALUATION PROCESS ............................................................45

SALES COMPARISON APPROACH ....................................................46

INCOME APPROACH ..............................................................51

RECONCILIATION AND FINAL VALUE ESTIMATE ......................................64

ASSUMPTIONS AND LIMITING CONDITIONS ..........................................66

CERTIFICATION OF APPRAISAL ...................................................68

ADDENDA ......................................................................69

================================================================================
<PAGE>

                                                                    Introduction
================================================================================

Identification of Property

      The subject property comprises of an eight-story office building known as
Plaza 1900, which is located at 1900 Gallows Road in McLean, Fairfax County,
Virginia. The improvements are situated on a 4.115 acre parcel. The building is
modem in appearance and functional in design. As of the date of inspection, the
property was 100 percent leased to two tenants, GRC, International and National
Captioning Institute, Inc..

Property Ownership and Recent History

      The property is owned by RF&P Land 11, Inc., who acquired the property in
December 1992 for $22,600,000. The difference between the price paid for the
property and our value conclusion is attributable to improving market conditions
(as presented in the Office Market Analysis) and leasing of the vacant space.

      We have reason to believe that the property may now be under contract of
sale; however, after discussing the matter with the owner, we have been unable
to obtain any details of the pending transaction. The present owner considers
this information to be confidential and was not willing to provide details for
our analysis.

Purpose and Function of Appraisal

      The purpose of the appraisal is to estimate the market value of the leased
fee estate. The appraisal is to be used to monitor the performance of a
portfolio asset.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      o  Inspected the exterior of the building and the site improvements and a
         representative sample of tenant spaces with the building engineer.

      o  Reviewed leasing policy, concessions, tenant build-out allowances, and
         occupancy with the building manager.

      o  Reviewed a detailed history of income and expense and a budget forecast
         for 1997.

      o  Conducted market research of occupancies, asking rents, concessions and
         operating expenses at competing buildings which involved interviews
         with on-site managers and a review of our own data base from previous
         appraisal files.

      o  Prepared an estimate of stabilized income and expense (for
         capitalization purposes).

      o  Conducted Market inquiries into recent sales of similar buildings to
         ascertain sales price per square foot, effective gross income
         multipliers and capitalization rates. This process involved telephone
         interviews with sellers, buyers and/or participating brokers. (See
         detailed sales write-ups in Addenda for more complete information on
         the verification process.)

      o  prepared the Sales Comparison and Income Approaches to value.


                                       -1-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on June 12,
1997.

Property Rights Appraised

      The rights being valued are the leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      (1)   Buyer and seller are typically motivated;

      (2)   Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      (3)   A reasonable time is allowed for exposure in the open market;

      (4)   Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      (5)   The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market." Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

      Based on the improved sales data presented in this document, coupled with
      our conversations with local property owners, brokers and management
      firms, we have estimated the appropriate exposure time would have been 12
      months for the property.

      Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
      real property interest at the appraised value. Marketing time is presumed
      to start on the effective date of the appraisal. Marketing time is
      subsequent to the effective date of the appraisal and exposure time is
      presumed to precede the effective date of the appraisal. The estimate of
      marketing time uses some of the same data analyzed in the process of
      estimating reasonable exposure time and it is not intended to be a
      prediction of a date of sale. We estimated marketing time to be
      approximately 12 months.


                                       -2-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

      Leased Fee Estate

      An ownership interest held by a landlord with the right of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Leasehold Estate

      The right to use and occupy real estate for a stated term and under
      certain conditions; conveyed by a lease.

      Market Rent

      The rental income that a property would most probably command on the open
      market" indicated by the current rents paid and asked for comparable space
      as of the date of the appraisal.

      Cash Equivalent

      A price expressed in terms of cash, as distinguished from a price
      expressed totally or partly in terms of the face amounts of notes or other
      securities that cannot be sold at their face amounts.

      Discounted Cash Flow (DCF) Analysis

      The procedure in which a discount rate is applied to a set of projected
      income streams and. a reversion. The analyst specifies the quantity,
      variability, timing and duration of the income streams as well as the
      quantity and timing of the reversion and discounts each to its present
      values at a specified yield rate. DCF analysis can be applied with any
      yield capitalization rate and may be performed on either a lease-by-lease
      or aggregate basis.

Legal Description

      The subject is identified as parcel 039-1-06-081A and 081B among the land
records of Fairfax County, Virginia. We were not provided with a metes and
bounds description of the site.

================================================================================


                                       -3-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Introduction

      The real estate market is affected by a range of supply and demand
factors. As examples, the growth trends in population and the number of
households affect the general demand for housing, offices, shopping centers,
warehouses; the employment opportunities and unemployment levels influence the
ability or desire to buy or rent and the quality/cost of the facilities sought;
demographics influence the types of units demanded; and general economic
conditions affect the attitudes of the populace towards the future.

      The following analysis will review each of the major factors affecting the
supply and demand for real estate in the metropolitan area. The discussion is
organized to provide the reader with an overview of the area's geographic scope
and facilities infrastructure, followed by discussions of the key economic
factors affecting supply and demand under the following headings: 

      o  Background

      o  Area Definition

      o  Infrastructure

      o  Population

      o  Employment and The Economy

      o  Household Demographics

      o  Recent Trends

Background

      Washington, D.C. is unique among American cities. As our nation's capital,
it serves as a focal point for our country both politically and economically. In
the role as host city for a major world power, it attracts people from all over
the world. Washington had been dubbed a "recession proof" city in that it was
insulated, as some argued, from the full effects of economic ups and downs by
the stabilizing influence of the federal government as the area's biggest
employer. From the 1950s through the 1980s, the size of government continually
increased, which brought about an increase in government employment and
population in the Washington area. However, as the recession of the early 1990s
took hold, affecting the entire east coast, this impression faded significantly.
Further, as will be discussed later, the latest government downsizing demanded
by the Republican controlled Congress is expected to add further negative
pressure to the area's statistics.

Area Definition

      The metropolitan Washington area is all of the Washington Metropolitan
Statistical Area (MSA) as defined by the U.S. Department of Commerce, Bureau of
the Census, as of June 1983. The Washington MSA includes: District of Columbia;
the Maryland Counties of Calvert, Charles, Frederick, Montgomery and Prince
George's; the Virginia Counties of Arlington, Fairfax, Loudoun, Prince William
and Stafford; and the Virginia independent Cities of Alexandria, Fairfax, Falls
Church, Manassas, and Manassas Park. Prior to the 1983 redefinition of the
Washington MSA, the Maryland counties of Calvert and Frederick and the Virginia
county of Stafford were excluded. The addition of these counties enlarged the
metropolitan area from approximately 2,800 square miles to 3,956 square miles.
Please refer to the Washington MSA map on the following page.

================================================================================


                                       -4-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               [GRAPHIC OMITTED]
                                 [REGIONAL MAP]

                                  Regional Map

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      Effective December 31, 1992, the Department of Commerce created a new
Washington-Baltimore-D.C.-MD-VA-WVa CMSA (consolidated metropolitan statistical
area) that includes the primary Washington, D.C. and Baltimore MSAs, plus a new
Hagerstown MSA and nine additional counties in Virginia and West Virginia. The
expanded market was created to reflect the area's household and employment
patterns and is highly touted by economic development agencies. The current
Washington, D.C. metropolitan area is the appropriate focus for this analysis,
however, since the pertinent market is more localized.

      The population, housing and employment characteristics of the region are
best defined by starting at the area's central jurisdictions: the District of
Columbia, Arlington County, and the City of Alexandria; then moving outward to
the first suburban tier of counties: Fairfax County, City of Fairfax, City of
Falls Church, Prince George's County, and Montgomery County; and thence to the
outer tier of suburbs-Loudoun County, Prince William County, Manassas and
Manassas Park, Frederick County, Calvert County, Charles County, and Stafford
County.

Infrastructure

Transportation

      The Capital Beltway (1-495) is one of the most important factors driving
development in the Washington area. It has tied the Maryland and Virginia
suburbs together and significantly influenced real estate investment patterns.
One of the primary results has been a steady rise in land prices in the vicinity
of the Beltway. Apartments, light industrial facilities, distribution
warehouses, and shopping centers have gone up wherever the Beltway crosses other
major highways. Interestingly, closer-in sites have often been by-passed in
favor of locations adjacent to the Beltway.

      In addition to the Beltway, the Washington region is bisected to 1-95, the
major north-south interstate highway that extends most of the length of the
Atlantic coast, and 1-66, an east-west highway that begins in Washington, D.C.
and connects westward to other interstate highways in Virginia and West
Virginia.

      The Washington Metropolitan Area Transit Authority (WMATA) provides
transit service in Maryland, the District of Columbia, and Virginia, including
both rapid rail and bus transportation. The rapid rail network, referred to as
MetroRail, will cover 103 miles with 86 stations in D.C., suburban Maryland and
Virginia when completed in the late 1990s. The construction of MetroRail has had
a major impact on land values around the stations and has spurred dramatic new
development, both in downtown Washington and in suburban areas. Major new office
and mixed use projects have been built around the Metro stops. In particular,
portions of downtown Washington and Arlington County have experienced an
economic revitalization due to the opening of MetroRail. Apartment projects
often market themselves as being close to MetroRail stations and typically
command rents at the high end of the market and achieve higher occupancies as a
result. The same could be said for various primary employment centers and major
retail facilities.

================================================================================


                                       -6-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      In terms of air transportation, the Washington area is served by three
major airports: Washington National, Baltimore/Washington International and
Washington Dulles International. Washington National, located in Arlington
County, is located four and one-half miles from the U.S. Capitol, and transports
over 16 million passengers per year. The airport was built in the 1940s and is
currently undergoing major renovations and expansion, which primarily includes a
new terminal building and improved parking.

      Opened in 1962, Dulles Airport has been an important factor in the growth
of the regional economy of Northern Virginia. In 1985, it became the fastest
growing airport in the United States. Currently 19 airlines service the airport
with 500 daily departures serving 30,000 passengers. Three major airlines have
established regional hubs here including United Airlines, Continental, and Delta
Airlines. Further, international carriers including Air France, British Airways,
All Nippon Airways, TWA, Lufthansa and Swiss Air.

      The Baltimore/Washington International Airport (BWI) is located in the
southern portion of the Baltimore MSA in Anne Arundel County, ten miles from
downtown Baltimore, and 30 miles from Washington, D.C. This airport hosts 18
passenger airlines that provide direct air service to 135 cities in the United
States and Canada. BWI also provides service to air-freight carriers with its
110,000 square foot air cargo complex. When compared with Dulles and Washington
National Airport, BWI services 28 percent of commercial passengers, 38 percent
of commercial operations and 57 percent of freight customers. BWI has spawned
the development of 15 new business parks and several hotels, has created nearly
10,000 jobs, and has generated a state-wide economic impact of $1.7 billion in
the form of business sales made, goods and services purchased, and wages and
taxes paid.

Government Services and Structures

      The Washington, D.C. metropolitan area contains fourteen different
municipal jurisdictions, including the District of Columbia, ten counties and
three cities in two states. Local governments provide typical municipal services
found in a major metropolitan area, including welfare and social services,
refuse collection, emergency services, public education, and a variety of
regulatory functions. Each municipality has its own zoning ordinance and
governmental structure.

      In addition to the local governments, the District of Columbia is the
headquarters for the federal government. Major federal agencies are located
throughout the District of Columbia and many of the surrounding suburbs. The
support functions for many agencies have been relocated to the less expensive
suburbs.

      The area is also served by several cross-jurisdictional agencies. These
include the Maryland National-Capital Park and Planning Commission (MNCPPC)
which provides planning and zoning coordination to the Maryland suburbs. The
Washington Metropolitan Area Transit Authority (WMATA), which was referred to
earlier, is the regional public transit authority. The Metropolitan Washington
Council of Governments performs studies on metropolitan economic and business
issues and promotes the region to outsiders.

================================================================================


                                       -7-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Public and Private Amenities

      As the nation's capital, the District of Columbia houses many national
museums, monuments, and institutions that attract visitors to the area from
around the world. Washington, D.C. is one of the leading tourist destinations
for domestic travelers and foreign visitors to the United States.

      In addition, the metropolitan area is a strong supporter of the performing
arts. The Kennedy Center is the area's main stage for plays, opera, and symphony
presentations, but there are indoor and outdoor stages and theaters in all of
the adjacent jurisdictions. Professional athletics are played at RFK Stadium
(football) in southeast Washington, D.C. and the U.S. Air Arena (basketball and
hockey) in Landover, Maryland. Baseball is played at Oriole Park at Camden Yard
in Baltimore. A new downtown sports arena is under construction with events
expected to start in early 1997.

      The region also offers numerous private and public golf courses, municipal
parks, and bicycle and jogging trails. One unique feature of the region's
outdoor attractions is the C&O Canal. The canal is maintained as a national park
and follows the Maryland side of the Potomac River between Georgetown in
northwest Washington, D.C. and Cumberland, Maryland. The Potomac River is an
active recreational area for fishing and various kinds of boating.

      The public and private primary schools in the region include many with
national standing. The school districts face the typical challenges encountered
in urban centers with mixes of high and low income neighborhoods and growing
immigrant populations without English language skills. On average, the suburban
school districts tend to be better funded than those in the District of
Columbia.

      With respect to higher education, the region has a network of nationally
recognized universities and regional and community colleges, including George
Washington University, Georgetown University, American University, the
University of Maryland, Howard University, Gallaudet University, The University
of the District of Columbia, Catholic University, George Mason University, and
Trinity College.

Population

      This section will examine the population size and age trends for the
metropolitan area. Employment, income, and household related demographics will
be reviewed separately.

      According to Market Statistics' 1995 Demographics USA, the Washington,
D.C. MSA ranks fifth in the nation in terms of total population. The Washington
area increased in population by 20.7 percent between 1980 and 1990, or an
average annual rate of 2.1 percent. The rate of growth has slowed somewhat with
the population change between 1990 and 1995 having increased at an annual
average of 1.2 percent. Nonetheless, population growth in the region during the
1980s far exceeded the growth during the 1970s, when the region grew by an
average of only 21,000 persons per year. During the 1980s, the region had an
average growth of roughly 67,000 persons per year.

      Interestingly, however, while there was an overall increase in population,
this increase was by no means uniform within the component jurisdictions of the
Washington MSA. The 1980s saw a shift in population from the inner-city and
close-in suburbs to the more remote suburban areas. The District of Columbia was
the big loser during this period with an average annual decline of 0.5 percent.
The annual rate of decline grew to 1.4 percent by 1995.

================================================================================


                                       -8-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      In contrast, the inner suburbs had an annual average growth rate of 2.5
percent during the 1980s, with both Fairfax County, Virginia, and Montgomery
County, Maryland having growth rates of 3.7 percent and 3.1 percent,
respectively. Both counties were the main suburban benefactors of commercial
office and retail development for this period and population increases were
primarily concentrated in the outer portions of the counties. The growth in
these areas has decreased in the 1990s to an annual growth rate of 1.7 and 1.3
percent, respectively.

      The largest population increases occurred in the outer suburbs, the areas
beyond the first tier communities surrounding the District. The average annual
rate of increase in these areas-was 4.4 percent between 1980 and 1990. However,
the rate of increase has fallen off since 1990 to 3.2 percent, a phenomena
concurrent with the slow down in the economy. The following chart presents
population data and the average growth rates for the various jurisdictions in
the MSA:

================================================================================
                               Population Changes
                    1990 Census Estimates Versus 1980 Census
================================================================================
                                    Population            Annual Average
      Jurisdiction                  (Thousands)           Growth Rate (%)
                          ======================================================
                           1980      1990      1995     1980-1990  1990-1995
================================================================================
District of Columbia       638.3     606.9     565.7     -0.4919   -1.3577
- --------------------------------------------------------------------------------
Arlington County           152.6     170.9     175.4      1.1992    0.5266
- --------------------------------------------------------------------------------
City of Alexandria         103.2     111.2     113.3      0.7752    0.3777
================================================================================
Central Jurisdictions      894.1       889     854.4     -0.0570   -0.7784
================================================================================
Fairfax County             596.9     818.6     889.2      3.7142    1.7249
- --------------------------------------------------------------------------------
City of Fairfax             19.4      19.6      20.6      0.1031    1.0204
- --------------------------------------------------------------------------------
City of Falls Church         9.5       9.6       9.6      0.1053    0.0000
- --------------------------------------------------------------------------------
Montgomery County          579.1     757.0     807.9      3.0720    1.3448
- --------------------------------------------------------------------------------
Prince George's County     665.1     729.3     768.2      0.9653    1.0668
================================================================================
Inner Suburban Area         1870    2334.1    2495.5      2.4818    1.3830
================================================================================
Loudoun County              57.4      86.1     111.7      5,0000    5.9466
- --------------------------------------------------------------------------------
Prince William County      144.7     215.7     242.2      4.9067    2.4571
- --------------------------------------------------------------------------------
Cities of Manassas/           22      34.7      39.0      5.7727    2.4784
Manassas Park
- --------------------------------------------------------------------------------
Frederick County           114.8     150.2     174.0      3.0836    3.1691
- --------------------------------------------------------------------------------
Calvert County              34.6      51.4      63.4      4.8555    4.6693
- --------------------------------------------------------------------------------
Charles County              72.7     101.2     110.2      3.9202    1.7787
- --------------------------------------------------------------------------------
Stafford County             40.5      61.2      78.0      5.1111    5.4902
================================================================================
Outer Suburban Area        486.7     700.5     811.6      4.3929    3.1720
================================================================================
METRO AREA TOTAL          3250.8    3923.6    4161.5      2.0696    1.2127
================================================================================

Source:   U.S. Census Data and 1995 estimate Provided By Market Statistics 1995
          Demographics USA

Note:     The list of municipalities corresponds to the DC-VA-MD MSA prior to
          the December 31, 1992 expansion.


================================================================================

                                       -9-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      We noted earlier that the District of Columbia actually lost population
over the past ten years while the suburban areas grew. It is important to note,
however, that this phenomenon is being seen in most major metropolitan areas in
the United States. Nevertheless, in relative terms, the population decreases in
Washington, D.C. versus population increases in suburban areas are significantly
less than that seen in other parts of the country, thus attesting to the
continuing strength and viability, albeit somewhat lessened given the more
recent recessionary trends, of the metropolitan area's inner city.

Age Distribution

      As can be seen in the following chart, the percentage of the region's
infant and elderly populations increased between 1980 and 1990. Interestingly,
however, the number of working aged-residents increased the most in absolute
numbers. The number of youths and teenagers shrank. The following table displays
the data.

================================================================================
                            Population Trends By Age
                        (Council of Governments Members)
================================================================================
                                  1980              1990               % Change
================================================================================
      0 to 4 Years               192,372           262,578              +36.5%
- --------------------------------------------------------------------------------
      5 to 17 Years              636,733           585,949               -7.2%
- --------------------------------------------------------------------------------
     18 to 64 Years            2,020,989         2,509,056             +24.1%
- --------------------------------------------------------------------------------
     Over 65 Years               235,875           317,538             +34.6%
================================================================================

Source:   1980 and 1990 Census Data; Metropolitan Washington Council of
          Governments: Where We Live: Housing and Household Characteristics in
          the Washington Metropolitan Region,  April, 1993.

      The District of Columbia was the only major jurisdiction to lose working
age adults (down 1.9 percent). The largest gains among working age adults were
in the inner suburbs of Montgomery and Prince George's County in Maryland and
Arlington, Fairfax, and Loudoun Counties in Virginia. The increases in the
elderly population were spread across all municipalities.

      As of the 1990 Census, the population was distributed with 21 percent
under 30 years, 39 percent between the ages of 30 and 49 years, and 12 percent
between 50 and 64 years of age. These are the key working age groupings.

Employment and The Economy

      The employment picture has a very significant effect on the demand for
real estate. High unemployment rates and business downsizing, for example,
reduce the number of households able to buy homes. Similarly, a growth economy
creates increasing demand for goods and services. This section will review the
recent trends and the outlook for employment in the Washington, D.C. region.

================================================================================


                                      -10-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Employment Characteristics

      The following table shows the area's total employment as a percent of
total employment for each industry group for the past eight years.

<TABLE>
<CAPTION>
=================================================================================================================================
                                      Non-Agricultural Employment
                                   Percent Share of Total Employment
=================================================================================================================================
                                                                                                                          Annual
      Industry              1988        1989        1990         1991        1992        1993       1994        1995      Growth
                                                                                                                             %
=================================================================================================================================
<S>                      <C>         <C>         <C>          <C>         <C>         <C>        <C>         <C>            <C>
Manufacturing                4.1         4.0         3.9          3.8         3.6         4.0        3.9         4.9        2.4
- ---------------------------------------------------------------------------------------------------------------------------------
Construction                 6.6         6.6         6.0          4.8         4.4         4.4        4.8         4.0       -4.9
- ---------------------------------------------------------------------------------------------------------------------------------
T.C.U.(1)                    4.9         4.9         4.8          4.8         4.7         4.5        4.6         4.5       -1.0
- ---------------------------------------------------------------------------------------------------------------------------------
Wholesale Trade              3.6         3.5         3.5          3.4         3.3         3.3        3.3         3.2       -1.4
- ---------------------------------------------------------------------------------------------------------------------------------
Retail Trade                16.2        16.1        15.9         15.6        15.4        15.6       15.7        16.6        0.3
- ---------------------------------------------------------------------------------------------------------------------------------
F.I.R.E.(2)                  5.9         5.8         5.9          5.9         5.8         5.7        5.9         5.5       -0.8
- ---------------------------------------------------------------------------------------------------------------------------------
Services                    32.4        33.0        33.7         34.3        34.9        35.1       35.4        36.3        1.5
- ---------------------------------------------------------------------------------------------------------------------------------
State Government             3.7         3.6         3.6          3.6         3.6         3.7        3.6         3.4       -1.0
- ---------------------------------------------------------------------------------------------------------------------------------
Local Government             6.0         6.1         6.4          6.7         6.7         6.9        6.9         7.3        2.7
- ---------------------------------------------------------------------------------------------------------------------------------
Federal                     16.6        16.4        16.3         17.1        17.5        16.8       15.9        14.4       -1.7
Government                                                                                      
=================================================================================================================================
Total Employment         2,167.2     2,226.7     2,242.6      2,190.5     2,186.8     2,317.1    2,373.1     2,425.2        1.5
(Thousands)                                                                                                                     
=================================================================================================================================
Yr-to-Yr Growth             N/A         +2.7        +0.7         -2.3        -0.2        +5.6       +2.4        +2.2       N/A
(%)                                                                                                                      
=================================================================================================================================
</TABLE>

(1) Transportation, Communications, Utilities

(2) Finance, Insurance, Real Estate

Source:   U.S. Department of Labor, Bureau of Labor Statistics, Wage and Salary
          Employment, 1988-1995; Obtained From the District of Columbia
          Department of Employment Services

================================================================================


                                      -11-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================
      
      The region enjoyed a period of unusual job expansion during the 1980s. The
peak year for growth was 1984, when growth reached 107,000 jobs. The growth fell
to 100,000 in 1985, and to 82,000 jobs in 1986. From 1986 to 1988, job growth
settled at around 80,000 to 90,000 jobs per year, or in the four percent range.
Job growth dropped to 59,500 jobs (2.9 percent) in 1989, and declined by
another two percent to only 15,900 jobs in 1990. By this time, the economy was
being affected by the national recession with the area's total employment
declining by 52,100 jobs (minus 2.3 percent) in 1991 and remaining relatively
flat in 1992. Since 1992, however, the area experienced positive growth of 2.2
to 5.6 percent. This growth was found in the suburban areas as opposed to the
District of Columbia and was evenly distributed through all industry types. The
average growth rate for the 1988 to 1995 period reflects a 1.5 percent per year
average, which is below the national average of about 2.5 percent per year.

      Although the federal government has historically been the major employer
in the region, its share of employment has decreased slightly from about 17 to
15 percent over the past two to three years. The aggregate federal employment
grew at an average annual rate of 1.4 percent between 1988 and 1992. Since 1992,
federal employment has decreased steadily from 17.5 percent to 14.4 percent and
is expected to further decline in light of the downsizing issue.

      The most dramatic change in employment in the Washington area has been in
the private sector, particularly the emergence of the service industry as the
fastest growing and now largest employment opportunity. In 1960, the services
industry employed 18 percent of all non-agricultural workers and has grown to
36.3 percent by 1995. Retail and wholesale trades have maintained a steady
portion of total employment, thus indicating that employment in these sectors
expands and contracts with the economy.

      Construction employment fell dramatically in 1991. The construction boom
of the late 1980s came to an abrupt halt by late 1990, and the percent share of
employment held by the construction sector fell from 6.6 percent in 1988 and
1989 to 4.0 percent in 1995. The average annual rate of decline over the period
was 4.9 percent.

      We noted earlier a growing diversification of the area's employment base.
The following list of major employers in the Washington area reflects the
growing diversity of the local economy, the continuing influence of educational
institutions, and the emergence of service-oriented firms.

================================================================================


                                      -12-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================
                            Largest Private Employers
                     Ranked by Total Employees in Metro Area
================================================================================
                                                                    Metro Area
      Rank                        Company Name                      Employees
================================================================================
          1                Inova Health Systems                        9,500
- --------------------------------------------------------------------------------
          2                Hechts                                      8,000
- --------------------------------------------------------------------------------
          3                Medlantic Healthcare Group                  6,000
- --------------------------------------------------------------------------------
          4                Long & Foster Real Estate                   5,300
- --------------------------------------------------------------------------------
          5                Shoppers Food Warehouse                     3,800
- --------------------------------------------------------------------------------
          6                Booz Allen & Hamilton                       3,100
- --------------------------------------------------------------------------------
          7                Dyncorp                                     3,000
- --------------------------------------------------------------------------------
          8                Holy Cross Hospital                         2,300
- --------------------------------------------------------------------------------
          9                Providence Hospital                         2,000
- --------------------------------------------------------------------------------
          10               Alexandria Hospital                         1,742
================================================================================

Source:   Washington Business Journal, November 17-23, 1995

      If the federal government were included in the above list, the Department
of Defense would be the largest local employer, with over 86,000 employees. The
next closest is the Department of Health and Human Services with over 30,000
employees. The Treasury, Justice, Postal Service, and Commerce Departments all
have over 20,000 employees, and are larger individual employers than any other
local private firm.

      The local governments are also major employers in the region. For example,
the City of Alexandria had over 5,100 employees between the city government,
Alexandria Hospital, and the public school system. Arlington, Fairfax, and
Loudoun Counties have, respectively, over 6,800, 25,500, and 3,900 employees for
the same functions. Montgomery County and Prince George's Counties are similarly
large local employers.

Unemployment Rates

      According to the Census reports, the Washington region has one of the
highest labor force participation rates in the country, with more than 75
percent of the population between the ages of 16 and 65 being part of the labor
pool. This is ten percent higher than the national average.

      For most of the 1980s, the demand for workers was increasing at a faster
rate than the number of workers in the area, causing a labor shortage. The 1991
through 1993 recession, however, halted job growth in the area and drove up
unemployment rates. The related statistics are summarized below.

================================================================================
                               Unemployment Rates
================================================================================
      Year             1988    1989   1990    1991   1992   1993   1994    1995
================================================================================
Washington MSA         2.9%    2.7%   3.4%    4.5%   5.0%   4.5%   4.1%     3.9%
- --------------------------------------------------------------------------------
United States          5.5%    5.3%   5.5%    6.7%   7.4%   6.8%   6.1%     5.3%
================================================================================

Source:   Metropolitan Council of Governments: Economic Trends in Metropolitan
          Washington, 1988-1991 (The unemployment rates are not seasonally
          adjusted.) Updated figures including 1992 through 1995 obtained from
          the District of Columbia Department of Employment Services.

================================================================================


                                      -13-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================
                             

      The outlook for employment in the region continues to be strong despite
the recent recession. Obviously, federal and local government employment is a
major contributor to the region's stability. Fortunately, as government jobs (as
a sector of the whole) has decreased, private sector job growth seems to be
picking up the slack. Most of the swings in employment have been experienced in
the construction trades and retail employment. These last two sectors are
expected to remain soft for the next few years with slow gains made as the
economy stabilizes and demand for new housing and commercial construction
increases.

Federal Procurement

      The federal government continues to be the region's major contractor for
services. Thus, the level of federal spending directly impacts local employment
in the services and other sectors of the economy. There was a large surge in
employment during the 1980s, for example, that was fueled primarily by federal
spending and an effort by the Reagan Administration effort to "privatize"
government functions. The following table shows the recent history for federal
procurement by defense and non-defense awards.

================================================================================
                  Federal Spending in the Washington, D.C. Area
                                   (Millions)
================================================================================
   Fiscal Year        1988    1989    1990     1991    1992     1993   1994
================================================================================
Percent Defense       33.9%   33.1%   31.2%    30.1%   29.9%    29.3%   N/A
- --------------------------------------------------------------------------------
Percent
Non-Defense           66.1%   66.9%   68.8%    69.9%   70.1%    70.7%   N/A
- --------------------------------------------------------------------------------
Total                 $37.6   $39.1   $42.6    $47.2   $49.6   $51.9   $56.1
================================================================================
Percent to DC         41.5%   42.1%   43.1%    41.6%   41.0%    39.9%  39.5%
- --------------------------------------------------------------------------------
Percent to MD         27.5%   28.1%   26.6%    26.4%   27.4%    27.2%  27.7%
- --------------------------------------------------------------------------------
Percent to VA         31.0%   29.8%   30.2%    32.0%   31.6%    32.9%  32.8%
================================================================================

Source:   Greater Washington Research Center Federal Spending in Metropolitan
          Washington, April 1995.

      The bulk of the purchases are for services, constituting almost 67 percent
of the dollar value of transactions in 1994. Also, important to note is the fact
that both products acquisitions and research and development contracts remained
relatively constant as a percentage of total spending over the 1992 through 1994
period at 17 and 15 percent, respectively. The ratio of expenditures between the
three parts of the region have remained mostly stable, with Fairfax, Arlington
and Alexandria capturing most of the Northern Virginia dollars and Montgomery
and Prince George's Counties capturing the lion's share of the Maryland
allocation.

Employment Outlook

      The Greater Washington Research Center reported that growth in the
Washington area economy finally returned during the latter part of 1993 after
staggering through the previous six years. In early 1995 (April), most of the
nine indicators that the research group uses to track the health of the economy
and to predict its direction were up, the only exception being the employment
index which showed the number of jobs increasing at a pace somewhat slower than
the seasonal norm. On the positive side, however, the number of jobs increased
by the largest margin since mid-1993. Job gains in the private sector seem to be
leading those in the government.

      The indicators utilized by the Research Center seem to suggest that the
economy is continuing to gain strength. However, the level of improvement still
falls short of generating the number of jobs the Washington area produced during
the boom of the 1980s. Although

================================================================================


                                      -14-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

the number of jobs in the area increased in 1995, the total number of jobs is
still short of prerecession peak employment.

      Job gains have been concentrated in the local government and service
sectors, with employment in retailing and construction still relatively
depressed. The new jobs numbers may be understated because they don't include
self-employment. In addition to employment, other guideposts to the state of the
region's economic health - airport boardings, classified advertising lineage and
the national consumer confidence index - have all improved.

      Even though the recovery in the Washington area may be slow, the region is
strong economically. Christine Chmura, corporate economist for Crestar Bank in
Richmond, noted that the office vacancy rate in the Washington area is below
that in most metropolitan areas and that unemployment is lower than it is
nationally. The indicators that the Greater Washington Research Center uses to
forecast economic growth six to nine months from now were up as well, albeit
less strongly.

      Increases in the sales of durable goods, in the number of business
telephone lines installed, in housing sales, in the Johnston, Lemon Index of
local stocks and in the national leading index, produced a modest gain of 0.09
percent in March.

      Overall, the region's performance was described as a year of recovery, as
evidenced by the net increase in wage and salary jobs, with the services and
government sectors adding the most positions. For 1995, we witnessed further
employment gains for the region and a strengthening economy, as the recovery
broadened and deepened.

Household Demographics

      One of the more important demographic factors influencing the demand for
goods and services is the household. The household is the basic consuming unit
in the housing market. It is defined by the U.S. Census as a person or group of
people who jointly occupy a dwelling unit and who constitute a single economic
unit for the purposes of meeting housing expenses. The household unit can be a
family, two or more individuals living together, or a single person.

      The historical household growth patterns help define the region and are
shown in the following table. The forecasts were published by Equifax National
Decision Systems and were tabulated for them by an econometric modeling service
associated with a major university.

      The figures show that the number of households in the region grew at an
average annual rate of 2.4 percent during the 1980s. The rate has slowed to
about 1.1 percent per year for 1990 through 1995, and is projected to remain
relatively constant at 1.1 percent for the next five years. As with the
population figures presented earlier, household formation has become negative in
the District of Columbia. However, the inner suburbs have showed continued
growth with the strongest counties being Fairfax and Montgomery. The outer
suburbs had the strongest 1980s and early 1990s growth rates, but are projected
to slow to an average annual rate of 3.0 percent.

================================================================================


                                      -15-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
====================================================================================================
                                          Household Changes
                              1990 Census Estimates Versus 1980 Census
====================================================================================================
                                       (Thousands)                          Growth Rate
                                       Households                           Annual Average
                              ======================================================================
      Jurisdiction                                              2000                           1995-
                              1980         1990       1995      Fcst   1980-1990   1990-1995    2000
                                                                                                Fcst
====================================================================================================
<S>                          <C>          <C>       <C>        <C>        <C>         <C>       <C>
District of Columbia          253.1        249.6     232.4      218.4    -0.1        -1.4      -1.2
- ----------------------------------------------------------------------------------------------------
Arlington County               71.6         78.5      79.5       81.8     1.0         0.3       0.6
- ----------------------------------------------------------------------------------------------------
City of Alexandria             49.0         53.3      54.0       53.6     0.9         0.3      -0.2
====================================================================================================
Central Jurisdictions         373.7        381.4     365.9      353.8     0.2        -0.8      -0.7
====================================================================================================
Fairfax County                205.2        292.3     314.8      337.5     4.3         1.5       1.4
- ----------------------------------------------------------------------------------------------------
City of Fairfax                 6.9          7.4       7.6        7.6     0.7         0.5       0.0
- ----------------------------------------------------------------------------------------------------
City of Falls Church            4.3          4.2       4.2        4.2    -0.2         0.0       0.0
- ----------------------------------------------------------------------------------------------------
Montgomery County             207.2        282.2     300.6      320.9     3.6         1.3       1.4
- ----------------------------------------------------------------------------------------------------
Prince George's Cnty          224.8        258.0     269.7      280.7     1.5         0.9       0.8
====================================================================================================
Inner Suburban Area           648.4        844.1     896.9      950.9     3.0         1.3       1.2
====================================================================================================
Loudoun County                 18.7         30.5      39.5       49.1     6.3         5.9       4.9
- ----------------------------------------------------------------------------------------------------
Prince William Cnty            43.8         69.7      77.9       86.8     5.9         2.4       2.3
- ----------------------------------------------------------------------------------------------------
Cities of Manassas/             6.9         11.7      12.9       14.1     7.0         2.1       1.9
Manassas Park
- ----------------------------------------------------------------------------------------------------
Frederick County               37.5         52.6      61.3       71.7     4.0         3.3       3.4
- ----------------------------------------------------------------------------------------------------
Calvert County                 10.7         17.0      20.9       24.7     5.9         4.6       3.6
- ----------------------------------------------------------------------------------------------------
Charles County                 21.4         32.9      36.1       39.4     5.4         1.9       1.8
- ----------------------------------------------------------------------------------------------------
Stafford County                12.2         19.4      24.7       29.1     5.9         5.5       3.6
====================================================================================================
Outer Suburban Area           151.2        233.8     273.3      314.9     5.5         3.4       3.0
====================================================================================================
REGION TOTAL                 1173.3       1459.3    1536.1     1619.6     2.4         1.1       1.1
====================================================================================================
</TABLE>

Source:   U. S. Census Data Provided By National Decision Systems, Inc. and
          Market Statistics 1995 Demographics USA

Note:     The list of municipalities corresponds to the DC-VA-MD MSA prior to
          the December 31, 1992 expansion.

      The key items relating to Household (HH) Income and Statistics relating to
persons per dwelling unit (DU) are summarized below.

<TABLE>
<CAPTION>
====================================================================================================
                        Selected Household Demographics for the Metropolitan Area
====================================================================================================
             Category                                       2000          % Change         % Change
                                    1990        1995       Forecast      1990-1995        1995-2000
====================================================================================================
<S>                            <C>           <C>        <C>              <C>            <C>  
Average HH Income                 $55,693     $67,747      $89,806         21.6%            32.6%
- ----------------------------------------------------------------------------------------------------
Median HH Income                  $46,196     $55,684      $68,889         20.5%            23.7%
====================================================================================================
Population by HH Type (1990)     % Family               % Non-Family
                                    HH        81.1%          HH            16.4%
====================================================================================================
No. Of Persons                      One         Two        Three           Four         Five or More
====================================================================================================
Persons Per DU (% of Total)        24.9%      30.8%          18.5%         15.3%            10.5%
====================================================================================================
Characteristics                 Single Male   Single    Married Couple   Other Family    Non-Family
                                              Female                       Head             Head
====================================================================================================
HH Type (% of Total)               10.5%      14.4%          51.7%         15.4%             8.0%
====================================================================================================
</TABLE>

Source:   U.S. Census Data and Projections Provided by Equifax National Decision
          Systems, Inc.

================================================================================


                                      -16-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      Since 1980 there has been a drop in household size and, correspondingly, a
growth in the number of non-family households. Married couples continue to
represent over 50 percent of the total households. Single person households grew
at an annual rate of 2.5 percent and non-family households grew at an annual
rate of 6.1 percent during the last decade, while single parent households grew
at an annual rate of 3.0 percent during the 1980s. The growth in the single
person and non-family household categories of households contributes to housing
demand, which generates demand across the economy.

      Another important issue affecting the demand for real estate is household
income. The following table shows the percent distribution of income within the
different jurisdictions.

================================================================================
                  1995 Percent Distribution of Household Income
================================================================================
                        Less Than   $25-    $50.0-  $75.0-    Over     No. of
    Jurisdiction           $25K     49.9K   74.9K   99.9K    $100K   Household
                                                                     (Thousands)
================================================================================
District of Columbia       31.2     30.8     18.3      9.4    10.3      232.4
- --------------------------------------------------------------------------------
Arlington County           17.8     31.1     25.1     13.5    12.5       79.5
- --------------------------------------------------------------------------------
City of Alexandria         15.3     32.3     26.7     12.7    13.0       54.0
- --------------------------------------------------------------------------------
Fairfax County              7.4     18.5     25.9     21.6    26.6      314.8
- --------------------------------------------------------------------------------
City of Fairfax            15.3     33.2     31.5     13.8     6.2        7.6
- --------------------------------------------------------------------------------
City of Falls Church       13.4     22.6     27.5     17.0    19.5        4.2
- --------------------------------------------------------------------------------
Montgomery County          12.6     25.8     27.2     16.6    17.8      300.6
- --------------------------------------------------------------------------------
Prince George's County     17.4     35.0     28.8     12.6     6.2      269.7
- --------------------------------------------------------------------------------
Loudoun County             11.9     27.6     33.8     16.3    10.4       39.5
- --------------------------------------------------------------------------------
Prince William County      10.8     31.9     34.9     15.1     7.3       77.9
- --------------------------------------------------------------------------------
Cities of Manassas/        11.5     33.3     33.2     14.0     8.0       12.9
Manassas Park
- --------------------------------------------------------------------------------
Frederick County           21.4     36.9     28.2      9.0     4.5       61.3
- --------------------------------------------------------------------------------
Calvert County             13.6     23.3     28.1     20.9    14.1       20.9
- --------------------------------------------------------------------------------
Charles County             17.8     32.8     31.4     12.8     5.2       36.1
- --------------------------------------------------------------------------------
Stafford County            16.1     35.7     31.0     11.9     5.3       24.7
================================================================================
Washington MSA             16.8     29.0     26.4     14.4    13.4     1536.1
================================================================================

Source:   Market Statistics 1995 Demographics USA.

     The metropolitan area as a whole shows a heavy distribution of households
with incomes on the high end of the range. Approximately 55 percent of the
households have an annual income over $50,000 per year, with 26+- percent in the
$50,000 to $75,000 per year range and 28+- percent in the $75,000+ range.

      This relationship is not true of the inner suburban areas, which have an
overwhelming percentage of households (60 percent) in the under $25,000 and
$25,000 to $50,000+- per year categories.

================================================================================


                                      -17-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Summary
                                                                     
      The long-term outlook for the metropolitan Washington area continues to be
good. The expanding population of the area indicates an increase in demand for
goods and services. The trend toward smaller household sizes provides additional
demand pressures for new housing. The major factors affecting real property
values are sound, and future trends appear to point toward continued economic
vitality for the region.

      In the short term, the region has experienced the effects of the recent
recession. Total employment in the region declined during the recent recession.
However, unemployment levels were moderated by the influence of federal and
local government employment and contracts for services. The Washington region
continues to have one of the lowest unemployment levels in the United States.

      Overall, we believe that 1996 will be a period of slow growth and steady
improvement in the underlying factors affecting the real estate markets. More
importantly, we do not anticipate any further downturn in the local economy on
the scale of what has occurred in other regions of the country. Many local
economists and developers are signaling their belief that the real estate market
is strengthening.

      Real estate values are volatile in this climate, with some property values
on the increase while other areas remain stable. For the short-term, we expect
that real estate values will show improvement in value in certain sectors. For
the long-term, the market appears to be sound, with strong demographics and
reasonable prospects for increasing values in the future.

================================================================================


                                      -18-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          OFFICE MARKET ANALYSIS
================================================================================

Investment Market

      The investment market in the metropolitan Washington area has been active
as 21 office buildings sold for more than $10 million in 1996 following 25
buildings during 1995. Within Washington, D.C. itself, seven buildings sold for
over $10 million at an average price of $202 per square foot. The composition of
investors in the metropolitan Washington area is largely institutional,
consisting mainly of insurance companies, pension funds and fund advisors. In
addition, the market has seen increased investment activity from offshore
capital sources and individual syndicates.

      With a higher concentration of available capital, the metropolitan market
has experienced rising prices on average. For example, most recently, a true
trophy property developed by Copley and Prentiss Properties (1301 K Street) sold
for $306 per square foot. Another similar quality building built by Manulife
(1350 Eye Street) was purchased for almost $350 per square foot. In 1994, the
Government of Singapore Investment Corporation purchased the 242,000-square foot
office building at 901 E Street, NW, for $66 million, or $272 per square foot.
These sales provide evidence that the metropolitan Washington office market
continues to be among the more desirable markets in the nation for institutional
investment.

Metropolitan Office Market

      Supply and Demand Factors
      
      In order to report on the state of the office market and to project future
trends, we have collected information on the metropolitan Washington Office
Market, the relevant submarket and the office projects that compete directly
with the subject. Cushman & Wakefield of Washington, D.C., maintains a database
comprised of multi-tenant office buildings of at least 20,000 square feet. The
following categories of buildings are specifically not included in our survey:
medical and professional buildings, government buildings, owner-occupied
projects and office/ showroom/ warehouse complexes. Cushman & Wakefield also
produces a quarterly Office Market Survey entitled Metropolitan Washington, D.C.
Office Market Report. Additional information was obtained through conversations
with knowledgeable market participants.

      The metropolitan Washington, D.C. office market includes the following
jurisdictions: the District of Columbia, Arlington and Fairfax Counties and the
City of Alexandria in Northern Virginia and Montgomery and Prince George's
Counties in Suburban Maryland. The market contains over 200 million square feet
of privately owned office space distributed among 31 submarkets within the seven
jurisdictions. The District of Columbia contains 39 percent of the metro area's
total square footage. The following table presents the geographic distribution
of the office inventory in the metropolitan area, along with other statistical
data:

================================================================================


                                      -19-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
==========================================================================================
                            Geographic Distribution of Inventory
                           Metropolitan Washington Office Market
                                     First Quarter 1997
==========================================================================================
Jurisdiction            Inventory    Overall    SF Under      Weighted Avg.     Y-T-D Net
                         SF (000)    Vacancy   Construction     Class A        Absorption
                                                              Rental Rate
==========================================================================================
<S>                      <C>           <C>       <C>              <C>           <C>      
Washington, D.C.          80,523      12.7%      1,983,260        $35.09           55,852
- -------------------------------------------------------------------------------------------
Arlington County          24,995       6.3%        153,000        $26.34          239,351
- -------------------------------------------------------------------------------------------
Alexandria                12,120       5.4%              0        $22.49            1,791
- -------------------------------------------------------------------------------------------
Fairfax County            48,090       6.4%        510,000        $23.15          512.052
- -------------------------------------------------------------------------------------------
Loudoun County             2,355       4.9%         73,500        $17.75           (3,120)
- -------------------------------------------------------------------------------------------
Montgomery County         32,140      10.2%              0        $19.80          512,059
- -------------------------------------------------------------------------------------------
Prince George's County    10,128      18.2%              0        $18.85           73,603
- -------------------------------------------------------------------------------------------
  Total                  210,350       9.9%      2,033,016        $28.00        1,391,588
==========================================================================================
</TABLE>

      As of the end of 1996, the overall vacancy rate stood at 9.9 percent,
reflecting both direct vacancies and sublet space, continuing a slow recovery
from the end of year 1992 vacancy of 14.7 percent. Although the Washington
region is now and has over the past experienced generally higher overall
occupancies levels than most major metropolitan areas in the United States, the
current statistics, as presented in this section, reflect recent trends which in
general, support only limited optimism for an overall improving market as a
whole. Specifically, the Class A market appears sound, but there are unsettling
currents affecting older buildings throughout the city.

      Furthermore, build-to-suit activity on the part of the World Bank and the
International Monetary Fund (IMF) will likely prove problematic over the next
couple of years, particularly in the Class B and C properties in the city's
Central Business District office submarket (submarket boundaries will be defined
later in this section). Also, the issue of government downsizing, both locally
and nationally, cannot be dismissed lightly. The 1994 Congressional election
brought the first change in the control of both Houses of Congress in 40 years.
Thus, it is difficult to reliably predict the upshot. Accordingly, at the very
least, caution is in order as we are traveling uncharted territory. These issues
are discussed in greater detail later in this section.

      As noted above, there are positives in the market. We do expect Class A
properties to fair well over the near term. Further, the suburban market,
starting with Northern Virginia, are showing considerable strengthening with
occupancies improving dramatically and rent spikes occurring in most submarkets.
We also see similar trends in portions of suburban Maryland, particularly
Montgomery County. As will be repeatedly indicated in the following discussion,
there appears to be a continuing shortage of Class A office space in all
submarkets throughout the region, but a plethora of Class B and C space, in at
least some areas, namely the District.

      The following table presents the historical vacancy, rental rate and
absorption data, showing a steadily declining vacancy rate and a possible
increase in rents:

================================================================================


                                      -20-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
=====================================================================================
                                 Historical Data
                      Metropolitan Washington Office Market
                                   1992 - 1996
=====================================================================================
Year   Inventory SF (000)  Vacancy      SF Under     Rental Rate   Net Absorption SF
                                      Construction
=====================================================================================
<C>          <C>            <C>        <C>                <C>              <C>      
1992         204,427        14.7%      2,301,986          $22.80           2,833,422
1993         205,629        13.5%        874,631          $21.38           3,763,144
1994         206,337        12.7%      2,124,631          $21.44           2,319,175
1995         206,794        12.3%      1,004,272          $21.75           2,642,126
1996         212,389        10.8%      1,878,016         Class A           2,921,573
                                                          $27.35
=====================================================================================
        Annual Averages                1,636,707                           2,895,888
=====================================================================================
</TABLE>

      The above table presents several important changes: the inventory
increased by the inclusion of Loudoun County in the first quarter 1996; the
square footage under construction jumped dramatically as new build to suits
commenced. As the economy continues to improve, we anticipate a slow return to
development.

Demand for Office Space

      As shown above, the overall vacancy has been gradually declining. The
office market is demonstrating improvement, although it varies from market to
market. Northern Virginia and Fairfax County specifically continue to be the
strongest submarkets with low vacancies and strong absorption. In contrast,
Washington, D.C. has demonstrated weak absorption and stable vacancy rates.

      Traditionally, the office market's vigorous leasing activity has been
supported by the growth of the white collar employment base. Additionally, one
of the major players in the local market is the federal government (largely the
General Services Administration or GSA) which leases just over 20 percent of the
office space in the metropolitan area. Government leasing has historically
accounted for about 40 percent of gross leasing activity, but dropped to the 25
percent range in 1993 before falling to less than ten percent in 1994 and 1995
and then rising above ten percent in 1996. Furthermore, due to the new political
climate in Washington and continuing efforts to cut the size of the federal
government, future absorption projections are uncertain.

      In July 1996, GSA announced that government agencies will be allowed to
control their own leasing using outside third party vendors, if they prefer. It
is too early to tell what effect this will have on overall government leasing,
but the change in the status quo is worth noting.

      Government activity notwithstanding, the primary influence on net office
absorption is job formation, in particular, white collar employment. An
historical summary of office type employment is shown in the following table,
encompassing the categories of Government, Finance, Insurance, Real Estate
(FIRE), Transportation, Communications, Utilities (TCU) and Services. The
compound annual growth rate from 1984 to 1994 was 3.0 percent. However, real
growth occurred only in the 1984 to 1989 time frame with 5.0 percent compound
growth rate while there was very modest compounded job growth of 1.6 percent
from 1989 to 1994. In contrast, the future job growth over the next ten years is
expected to be 6.6 percent for the Service sector, 1.3 percent for the Finance,
Insurance & Real Estate sector and 1.4 percent for

================================================================================


                                      -21-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

the Government sector. Obviously, the projection for growth in the Government
sector merits caution as previously addressed.

================================================================================
                             Metropolitan Washington
                            Office Related Employment*
                                    1987-2004
================================================================================
 Year             Total            New Jobs Created Over          Net Office
               Employment            Previous Period              Absorption
                 (000s)                   (000s)              (000s Square Feet)
================================================================================
 1987            1,500.6                   N/A                        N/A
 1988            1,545.5                   44.9                       N/A
 1989            1,604.3                   58.8                       N/A
 1990            1,639.1                   34.8                       N/A
 1991            1,641.0                    1.9                      3,317
 1992            1,661.0                   20.0                      2,733
 1993            1,686.5                   25.5                      3,753
 1994            1,739.8                   53.5                      2,319
 1995            1,812.6                   72.8                      2,642
 1999            2,155.3             342.7 or 68.5/yr
 2004            2,688.6            533.3 or 106.7/yr
================================================================================
Source: The WEFA Group - Regional Economic Service, Spring 1994; - Net 
Absorption data from C&W

* Service, FIRE, TCU and Government sectors
================================================================================

      For the years for which data is available, the table also shows the
historical relationship between job formation and office absorption in the
metropolitan area. Coinciding with the depths of the recession, the 1991 job
growth of only 1,900 jobs corresponded with a healthy absorption of 3.3 million
square feet. We would typically expect lower absorption in years with little job
growth. Possibly the low absorption was due in part to the high level of job
growth in the immediate preceding years.

      In the following years, net absorption fluctuated between 2,319,000 to
3,753,000 square feet against a steadily growing job formation trend. Perhaps
having some effect on the data is the national and local pattern of corporate
down-sizing and consolidation, leaving less office space per employee. As one
observer recently put it, "historically, 250 square feet per office employee was
the standard rule-of-thumb ratio. Today, this ratio is working itself down to
160 feet per employee." A recent market example of this trend is AT&T's current
target of 180 square feet of net rentable area per employee, down from 200
square feet a few years ago. Also, the federal government is now targeting less
than 150 feet per employee.

      Although the above statistics produce unclear trends, the relationship
between white collar job formation and net office space absorption, while not
always obvious, is a key component of the demand side of the office space
equation. With regular job growth, net absorption will occur and gradually draw
down the supply of vacant office space, albeit probably at a slower pace than
history would suggest.

      The number of years' supply of available space is one method of evaluating
the relative health of a market. If one defines market equilibrium to be
occupancy in the 95 percent range, then about 5.0 percent of the total inventory
needs to be absorbed in order to achieve equilibrium (or about 10.2 million
square feet). This is calculated by subtracting from the

================================================================================


                                      -22-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

overall vacancy rate the defined 5.0 percent stabilized vacancy. Assuming a
future absorption rate equal to the past five year average annual net absorption
of 2.9 million square feet, an approximate 3.5 year supply of vacant office
space (all classes) is indicated. This issue is discussed in greater detail once
we look at the more distinct Washington, D.C., market versus the metropolitan
area as a whole.

      Until recently, an exodus of businesses from the District to the suburbs
compounded the recent downward absorption cycle. The exodus was attributable to
the continuing cost cutting in large regional and national firms which fled the
higher rates of the downtown market. Even so, the overall strength of the
Washington area, based primarily on the influence of the federal government,
should not be ignored. In addition, as occupancies increase and asking rental
rates in the preferred close-in suburbs rose dramatically, the cost spread
between downtown and the suburbs narrowed and seemingly stanched the outflow of
major tenants.

      Nevertheless, within the Central Business District Submarket (CBD) of the
downtown office district in Washington, D.C., an ominous cloud threatens
prospective leasing for the next several years. This is particularly true for
Class B and C buildings. As previously alluded to, the World Bank and IMF will
have new headquarters buildings operational by 1997 and 1998. As these and other
related tenants leave their CBD space, most of which is Class B, an additional
1.5 million square feet will become available, just within the next 12 months.
While this is not expected to severely impact Class A buildings, it will
definitely prove problematic for the Class B sector and likely disastrous for
Class C and D buildings, over the short term at least.

      In the final analysis, we anticipate a return to equilibrium in the
metropolitan Washington office market only after the turn of the century. We
have defined this equilibrium in terms of occupancy and market rents with
stabilized occupancy in the 95 percent range, and market rents at sufficient
levels to support new construction. We expect the phenomena of free rent and
above standard concessions to generally disappear over the next several years
with market rents and the overall level of economic growth again achieving some
sort of parity prior to the turn of the century. The exception may be the older
Class C and D product, assuming it will rent at all.

Rental Rates

      Based on Cushman & Wakefield's survey of market rents, the weighted
average asking rental rate drifted downward from 1991 to 1993 when it appears to
have reversed directions. The following chart demonstrates the trend in overall
rental rates since 1991. Note that Class A rates have been steadily rising as a
result of the shrinking inventory of available space.

================================================================================


                                      -23-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

                 =================================================              
                      Overall Weighted Average Rental Rates
                   Washington Metropolitan Area Office Market
                                   1991 - 1997
                 =================================================              
                  Year         Class A Rental       Overall Rental
                                Rates per SF        Rates Per SF
                 =================================================              
                  1991              N/A                $23.34
                  1992              N/A                $22.80
                  1993             $21.88              $21.38
                  1994             $23.25              $21.44
                  1995             $25.07              $21.75
                  1996             $27.35              $23.07
                 1997Q1            $28.00              $23.89
                 =================================================              

      Recent rental trends show signs of improvement in many submarkets,
particularly in Northern Virginia. Further, an increasing portion of the
remaining available Class A and B space is commonly referred to as back space,
including inferior back office space with poor or no window lines, encumbered
space, and less desirable configurations. The encumbered space includes Class A
premises that are encumbered by existing tenants through expansion options.
Overall, this back space is less desirable, has lower asking rates, and tends to
be the last areas leased, all of which tends to skew the average asking rents
downward. The reality is that the better Class A space is likely achieving
higher rates than the statistics indicate.

      The lack of significant new construction, coupled with positive, albeit
slower absorption, has led to a shortage of large blocks of Class A office space
in the preferred submarkets. The emergence of back space is one indicator of
this trend as is the recently completed speculative building at 1900 K Street in
the CBD and other build to suits in the downtown area. Given the lack of overall
speculative development, coupled with overall positive absorption, we do not
anticipate any further decline in rental rates.

      Regarding the issue of rent spikes, we have recently observed above
average rent jumps in some Northern Virginia submarkets and may be seeing the
start of a similar occurrence in portions of Montgomery County, Maryland.
Therefore, we believe real increases in market rental rates are likely over the
next two to three years in selective markets as existing office inventory is
absorbed and before funds for new speculative development become available and
new construction begins. Again, due to the tight supply in some submarkets,
there may be rent spikes for newer space within the next twelve month period.
However, in only some instances has it been clear that investors were willing to
pay for prospective rent spikes.

Land Values

      With the decrease in effective rents in the early 1990s, before the
apparent turn-around noted above, land values had been depressed dramatically.
Reportedly, values for downtown commercial land had decreased up to 25 percent
or more since 1990. Secondary parcels have probably dropped even more
precipitously. Nevertheless, we believe that this downward trend in vacant land
prices has stopped and that it will reverse itself in the next few years,
provided the economy continues to improve, the financial institutions resume
lending, and the overall market psychology and investor expectations improve.

================================================================================


                                      -24-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      The most recent office land sale in downtown Washington was a 23,218
square foot site at the southwest corner of 13th and G Streets in the East End
which sold in March 1996 at approximately $76 per FAR foot. Since this sale was
subject to the buyer lining up the lead tenant and obtaining all necessary
approvals, the price is probably higher than a pure speculative purchase would
have been. General market indications point to a range of $40 to $70 for typical
downtown development sites.

Summary of Metropolitan Office Market

      Although some submarkets remain soft, the overall vacancy rate continues
to decline, and the remaining available space tends to be less desirable.
Northern Virginia, in particular, is leading the region in net absorption, and
has shown above average increases in rental rates. We believe that over the next
several years, the metropolitan office market should reach a more stabilized
position both from an occupancy and lease rate standpoint. Until equilibrium is
reached, however, overall rental rates for all classes of space will probably
not grow at a compound rate that exceeds the rate of inflation.

      In contrast, Class A space has demonstrated strength in the overall
market, absorbing clearly more than its fair share of the total market
absorption. While some Class B product may mirror the growth rates for Class A
space, the majority will most likely only experience marginal growth given the
excessive supply of Class B space compared to the demand for it. Finally, most
Class C and D buildings will have difficulty renting at any rate.

Northern Virginia and Tyson's Corner/McLean Office Market

      The subject property is located in the Tyson's Corner/McLean submarket of
Fairfax County in Northern Virginia. According to the first quarter Metropolitan
Washington, D.C. Office Market Report, published by Cushman and Wakefield,
Northern Virginia had about 87.5 million square feet of privately owned office
space distributed in four large submarkets, stretching from Arlington to Dulles
International Airport. The following table presents the historical vacancy,
rental rate and absorption data for the Northern Virginia segment of the region.
It illustrates steadily declining vacancy rates and rising asking rents over the
past five years.

================================================================================
                                 Historical Data
                         Northern Virginia Office Market
                            1992 - First Quarter 1997
================================================================================
     Year   Inventory     Overall    Class A       Average            Net
            SF (000)      Vacancy    Asking         Asking        Absorption
                                    Rental Rate  Rental Rate         SF
================================================================================
     1992    82,082        15.6%     $18.09         $17.48          480,448
     1993    81,863        13.8%     $17.81         $17.05        1,140,425
     1994    81,944        11.0%     $20.04         $17.27        1,877,617
     1995    82,409         9.2%     $21.32         $17.65        1,730,313
     1996    87,251         7.5%     $23.97         $20.68        1,882,407
     *1997   87,560         6.2%     $24.64         $21.19          750,074
================================================================================

      It should be noted that the significant increase in inventory as of 1996
is attributed to the inclusion of Loudoun County to the survey. Taken as a
whole, the Northern Virginia office market exhibited an overall vacancy rate of
6.2 percent as of first quarter 1997. This is down

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                                                            WAKEFIELD(R)        
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                                                          Office Market Analysis
================================================================================

1.3 percentage points from year end 1996 when the vacancy rate was 7.5 percent
and represents a continued decrease in vacancy as the amount of available and
desirable office space dwindles.

      Within the various jurisdictions, Fairfax County has the highest vacancy
rate at 6.4 percent, a mere 10 basis points higher than Arlington, which
experienced a climb in vacancies in 1996 The best performing County (in terms of
vacancy) is Loudoun County with a vacancy factor of 4.9 percent; however, it
should be noted that they also have the lowest amount of inventory. Overall,
each jurisdiction is performing well and contributing to the area's strong
performance.

      Since 1994, average asking rental rates have been climbing and reached
$21.19 per square foot in the first quarter 1997, with Class A rents at $24.12
per square foot. Between 1994 and 1996, rents increased between $0.25 and $3.00
per square foot for the market as a whole, with the most significant rent spike
occurring between 1995 and 1996. Since year-end 1996, rents have increased an
additional $0.50 per square foot. Class A rents have spiked at a slightly
higher overall pace, with increases of $1.30 to $2.65 per square foot between
1994 and 1996. Again, the most significant increase occurred between 1995 and
1996. Since year-end 1996, Class A rents have increased an additional $0.70 per
square foot. The following table reiterates historical asking rents for the
Northern Virginia submarket.

               =============================================                    
                                 Historical Data
                         Northern Virginia Office Market
                            1992 - First Quarter 1997
               =============================================                    
               Year            Class A            Average
                               Asking              Asking
                             Rental Rate         Rental Rate
               =============================================                    
               1992            $18.09              $17.48
               1993            $17.81              $17.05
               1994            $20.04              $17.27
               1995            $21.32              $17.65
               1996            $23.97              $20.68
               *1997           $24.64              $21.19
               =============================================                    

      The Tyson's Corner/McLean office submarket, where the subject is located,
is part of Fairfax County. Fairfax County is the largest of the major market
segments in Northern Virginia, with 48.1 million square feet of office space as
of the first quarter of 1997, which has increased from 47.6 million as of
year-end 1996. Fairfax County represents 54.9 percent of the Northern Virginia
market.

      Fairfax County has six submarkets: Springfield/Seven-Corners/Baileys,
Merrifield/Route 50, Fairfax/Oakton/Vienna, Tyson's Corner/McLean,
Reston/Herndon, and Route 28 Corridor/Dulles. Each of these submarkets competes
predominantly within its own boundaries. The following table presents the
geographic distribution of the office inventory in the county, along with other
statistical data as of the first quarter 1997.

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<PAGE>

                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
==============================================================================================
                              Geographic Distribution of Inventory
                                  Fairfax County Office Market
                                       First Quarter 1997
==============================================================================================
         Submarket               Inventory    Direct     Overall        Under      Y-T-D Net
                                              Vacancy    vacancy    Construction   Absorption
==============================================================================================
<S>                              <C>             <C>        <C>          <C>         <C>   
Springfield/7 Corners/Baileys     3,446,524      14.8%      15.4%              0      42,568
Merrifield/Route 50               4,163,635       4.4%       4.8%        150,000      37,290
Fairfax/Oakton/Vienna             8,705,680       6.2%       6.3%              0     195,130
Tyson's Corner/McLean            17,964,618       4.3%       5.2%              0     (71,478)
Reston/Herndon                    9,999,213       6.1%       6.7%              0      70,381
Route 28 Corridor/Dulles          3,810,532       4.1%       5.5%        360,000     238,161
Total                            48,090,202       5.8%       6.4%        818,493     512,052
==============================================================================================
</TABLE>

      The Route 28/Dulles and Fairfax/Oakton/Vienna submarkets experienced the
largest gain in net absorption due to the signing of several large lease deals.
MCI Communications leased 154,000 square feet on Meadow Wood Lane in the Route
28/Dulles submarket, while Columbia Gas and Mantech leased 45,000 and 40,000
square feet, respectively, in the Fairfax/Oakton/Vienna submarket. There are
currently four office buildings which can accommodate a tenant looking for
100,000 square feet or greater in Fairfax County. These buildings are located in
Fairfax, Herndon, Falls Church, and Tysons Corner. Reportedly, many tenants are
already vying for these blocks of space and several large leases are out for
signature.

      The subject's Tysons Corner/McLean submarket, with over 17.9 million
square feet of space, has a 5.2 percent overall vacancy rate as of first quarter
1997 This is barely above the level posted one year prior when the vacancy
factor was 5.1 percent as of year end 1996. Overall, the vacancy rate has been
steadily declining since the beginning of the decade. The following chart
presents historical vacancy, rental rates and absorption data for the submarket.

================================================================================
                                 Historical Data
                    Tyson's Corner / McLean Office Submarket
                            1992 - First Quarter 1997
================================================================================
   Year         Vacancy        Overall        Class A       Net Absorption SF
                            Asking Rental  Asking Rental    
                                Rate            Rate        
================================================================================
   1992           17.7%        $17.70          $19.50                  (94,926)
   1993           19.8%        $17.57          $19.01                 (532,676)
   1994           13.7%        $17.26          $19.66                  735,766
   1995           11.7%        $18.27          $20.90                  419,723
   1996            5.1%        $20.56          $23.77                1,295,971
1st Qtr 1997       5.2%        $22.46          $24.12                  (71,478)
================================================================================

      As noted, the submarket is the second largest submarket in Northern
Virginia, after Arlington County, and the largest in Fairfax County. . It was
the most active market in Northern Virginia in 1996, with total leasing activity
of 1,295,971 square feet. Some of the large transactions in Tyson's Corner
during 1996 included LCC (155,000 SF), Peat Marwick (140,000 SF), America
On-line (Sublease of 117,000 SF), and Nextel Communications (80,403 SF).

      As can be seen, the forces of supply and demand have pushed the Tyson's
Corner area toward a landlord's market with a shortage of supply as evidenced by
the declining vacancy

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                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
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                                                          Office Market Analysis
================================================================================

factor and increasing rental rates. For Class A office, rental rates are back up
to 1990 levels. Market participants expect rents to continue to increase and
reach a level which will justify speculative development in the near term.

      This submarket experienced negative absorption during the first quarter
1997; however, a breakdown by class indicated positive absorption for Class A
space, as Class B and C tenants continue to move to better spaces.

Current Construction Activity

      While the speculative construction of the late-1980s has not returned to
all Northern Virginia submarkets, there is currently 736,500 square feet under
construction in selected submarkets. The majority of this space is
substantially committed. The 153,000-square foot Time Life building in
Alexandria is nearing completion. The Computer Science Corporation's (CSC)
project in Merrifield should be finished in the second quarter of 1997. The
first Analytic Science Corporation (TASC) building (in a two-building project)
broke ground at the end of August and should deliver 150,000 square feet in June
1997. The second phase, a 90,000-square foot building, has begun construction.
The Aerospace Corporation's 150,000-square foot building, of which 56,000 square
feet is currently available, should be ready for occupancy during the third
quarter of 1997.

      With the continued tenant demand for quality office space and the desire
of many tenants to locate to Northern Virginia, the area is experiencing some
speculative development in the Route 28/Dulles submarket. There are currently
two projects slated for speculative development. One is a six-story 135,000
square foot building scheduled to break ground in September of this year. This
project is adjacent to BDM's build-to-suit located at Reston Parkway and Sunset
Hills Road, which is also scheduled to start construction during September. The
other is a 160,000 square foot six-story building located at McLearen Road and
Route 28, which will break ground in August of this year and deliver in
September 1998. This will be phase one of a four phase project developed by the
Peter Lawrence Company. The total project will contain 600,000 square feet.
There are no speculative office buildings currently planned or under
construction in the subject's Tysons Corner submarket.

Rental Rate Trends

      Based on Cushman & Wakefield's survey of market rents, the average asking
rental rate in Tyson's Corner declined from $21.47 at the end of 1990 to average
rents between $17.26 and $17.70 during the 1992 to 1994 period. With the rapid
pace of absorption during late 1995 and 1996, overall rental rates have been
climbing and reached $22.46 in the first quarter 1997, with Class A asking rents
at $24.12 per square foot. Since 1994, rents have spiked between $1.00 and $2.00
per square foot. With the lack of new speculative construction, this trend is
expected to continue into the near future. The following chart depicts
historical rents in the Tysons Corner/McLean submarket.

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                                                            WAKEFIELD(R)        
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<PAGE>

                                                          Office Market Analysis
================================================================================

                             Historical Rental Rates
                             Tysons Corner / McLean
         ==========================================================
             Year            Overall Asking             Class A
                              Rental Rate        Asking Rental Rate
         ==========================================================
             1992                $17.70                 $19.50
             1993                $17.57                 $19.01
             1994                $17.26                 $19.66
             1995                $18.27                 $20.90
             1996                $20.56                 $23.77
         1st Qtr 1997            $22.46                 $24.12
         ==========================================================

      Landlords recognize the increasingly limited amount of quality space
available, and have been raising their asking rates. Effective rental rates,
inclusive of concessions such as free rent and above standard tenant
improvements, used to be 15 to 25 percent below those figures, but most recent
leasing activity has shown no free rent concessions, average tenant improvement
allowances of $5.00 to $25.00 per square foot and only occasional other
concessions. Based on our interviews of brokers active in this submarket, rents
have firmed and increases in base rents and effective rents continue to be
anticipated; however, not at the levels incurred over the past three years.
Market participants are leery of new speculative construction and are taking a
wait and see approach over the short term at least.

      Our overall market expectation is that rents will continue to increase as
the market vacancy levels decline further. Concessions will be very modest. Our
scenario calls for a return to equilibrium between construction costs and rents
by the end of this decade. There are already significant build-to-suit and
speculative construction situations being addressed by the market in the face of
limited availabilities.

Micro Market Survey

      We conducted a micro-market analysis, concentrating on competing office
buildings, containing a total of 3.3 million square feet. These projects,
presented on the table on the following page, are more indicative of the
subject's competition than the entire suburban market as previously examined.
The competition for the subject comes from other Class A and good quality Class
B office buildings in the McLean area. These buildings are generally mid or
high-rise suburban office buildings, built in the late 1980s, with surface or
structured parking in similar settings.

      A discussion involving market rental rates and other economic factors
relative to the subject and its micro-market is presented in the Income
Capitalization Approach. However, the information is summarized below.

      The buildings in the micro-market range in size from 120,00 to 478,000
square feet. Asking rental rates range from $18.00 per square foot to $24.50 per
square foot, full service, for conventional office space. Many of the asking
rates appear to have been increased by $1.00 to $1.50 per square foot over the
mid-year quotes. The overall occupancy among the surveyed buildings is 92
percent, with the 23 percent occupancy at 1595 Spring Hill West bringing the
average down somewhat. Excluding this building, the overall occupancy is 96
percent.

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                                                          Office Market Analysis
================================================================================

      Relative to its competition, the subject is in the upper half of the range
of buildings in terms of quality. It is typical in terms of age, condition, and
finishes for most of the competitive buildings. It is considered to be Class A
building in this market.

Summary

      The Fairfax County and Northern Virginia office markets are continuing
their strong absorption and rental rate growth trends. Investment activity in
the office market has also continued to be active. Over the past few years the
lack of speculative construction reflected the cautious posture taken by many
traditional real estate investors, developers and financiers. However, as the
market is rapidly changing, speculative construction in select locales is
emerging and warranted, especially in light of the data presented.
Build-to-suits are also commonplace.

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                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
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<PAGE>

                           Competing Office Buildings

                               Micro Market Survey

<TABLE>
<CAPTION>
========================================================================================================
                                                                          Average
Rental                              Bldg     Size    Year                  Floor    Quoted Rental Rates
 No.        Name/Address            Class    (SF)    Built    Occupancy    Plate    ($/SF, Full Service)
========================================================================================================
<S>      <C>                          <C>  <C>      <C>        <C>        <C>        <C>         <C>   
1        First Union Building         A    417,363  1976/89     99.0%      15,000     N/A    --     N/A
         1751 Pinnacle Drive
         McLean, Virginia

2        8300 Greensboro Drive        A    311,584     1981    100.0%      22,256     N/A    --     N/A
         McLean, Virginia

3        Randolph Building            A    170,000     1984    91.1%       15,455    $22.00  --  $22.00
         8251 Greensboro Drive
         McLean, Virginia

4        8280 Greensboro Drive        A    197,000     1985    100.0%      21,889     N/A    --     N/A
         McLean, Virginia

5        The John Marshall Building   A    253,264     1984    100.0%      23,024     N/A    --     N/A
         8283 Greensboro Drive
         McLean, Virginia

6        1577 Spring Hill Road        A    120,000     1983   100.0%       20,000     N/A    --     N~/A
         McLean, Virginia

7        Tysons Dulles Plaza I        A    160,000     1986    85.7%       26,667    $22.00  --  $24.00
         1420 Spring Hill Road
         McLean, Virginia

8        Tysons Dulles Plaza 11       A    156,407     1986   100.0%       26,068     N/A    --     N/A
         1430 Spring Hill Road
         McLean, Virginia

9        Tysons Dulles Plaza III      A    158,000     1990    92.7%       26,333    $22.50  --  $22.50
         1410 Spring Hill Road
         McLean, Virginia

10       Tysons Space Center           A   478,000     1987   100.0%       36,769     N/A    --     N/A
         7900 Westpark Drive
         McLean, Virginia

11       Warren Building South        A    140,000     1985    84.7%       23,333    $19.75  --  $21.75
         8000 Westpark Drive
         McLean, Virginia

12       The Concourse East           A    175,000     1987    72.6%       25,000    $23.00  --  $24.00
         1593 Spring Hill Road
         McLean, Virginia

13       The Concourse West           A    175,000     1987    22.9%       25,000    $23.00  --  $24.00
         1595 Spring Hill West
         Vienna, Virginia

14       Greensboro Park              A    229,862     1988   100.0%       20,897     N/A    --     N/A
         8180 Greensboro Drive
         McLean, Virginia

15       8201 Greensboro Drive        A    335,000     1985    97.6%       27,917    $18.00  --  $24.50
         McLean, Virginia
========================================================================================================
         Totals                          3,476,480              92%                  $18.00  --  $24.50
========================================================================================================
</TABLE>

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                                                          Office Market Analysis
================================================================================

Neighborhood Definition

      The subject is located at the southwest comer of Gallows Road and Boone
Boulevard, approximately one block south of Leesburg Pike (Route 7). The street
address is 1900 Gallows Road, McLean, Virginia. The area is more commonly
referred to as Tyson's Corner and Northern Virginia's Central Business District.
The Tyson's Corner submarket, which delineates the subject neighborhood, is
generally bound by the Dulles Access Road on the northeast, Old Court House Road
on the southwest and Magarity Road (Route 650) on the southeast. The major
arteries in this submarket are the Capital Beltway (I-495), Leesburg Pike
(Route 7), Chain Bridge Road (Route 123) and the Dulles Access Road.

      The subject's office market neighborhood can be defined as having a
northern border along Lewinsville Road, an eastern border located about one half
mile east of Interstate 495, a southern boundary near Idylwood Road and a
western boundary mid-way between Route 123 and the Vienna municipal boundary.
The larger neighborhood includes the competing markets in Fairfax County,
Arlington County and the City of Alexandria.

Access/Linkage

      The subject neighborhood is located in eastern Fairfax County in the well
established and still growing area adjacent to the two Tyson's Corner regional
malls. Access to the area is most easily achieved from VA Routes 123 (Chain
Bridge Road) and 7 (Leesburg Pike). Regional access is available via Interstate
495, located approximately 0.5 miles to the east, with interchanges for both of
the forgoing commercial corridors.

      The primary traffic carriers include Chain Bridge Road (Route 7,
northeast/southwest), Leesburg Pike (Route 7, southeast/northwest), the Dulles
Access and Toll Road (Route 267, east/west), and Gallows Road (north/south).
Both Routes 7 and 123 are heavily traveled arterials, and are generally four to
six lanes, plus turn lanes with median trips, traffic signals and access roads
for local traffic. The Dulles Toll Road is easily accessed from Spring Hill Road
and Route 7.

      Ingress and egress to the neighborhood is primarily via Routes 7, and 123,
International Drive, Gallows Road, and Greensboro Drive. All five of these major
arteries have been developed with major office projects. The major arterial
expressways in the neighborhood are the Capital Beltway (1-495) (encircling the
District of Columbia and intersecting all major roadways in the Washington
metropolitan area), the Dulles Access Toll Road, and Interstate 66. MetroRail
access is provided by the Dunn Loring station on the Orange Line, approximately
two miles south. However, the area is served directly by MetroBus. While still
in the planning stages, there are on-going discussions among the regional
transit authority to extend MetroRail to Dulles Airport. The proposed line would
spur from the West Fall Church Station, bisecting Tyson's Corner and then extend
along Dulles Tollway. If these plans are approved, completion would occur
sometime beyond the year 2000.

Surrounding Land Use Patterns

      Predominant land uses in the subject neighborhood consist of a mixture of
commercial developments, including retail centers, office buildings, two
regional malls, single-family detached, single-family attached and multi-family
residential developments, and a wide variety of highway commercial uses along
the major roadways.

      As will be detailed in the following section, the Tyson's Corner submarket
contains about 17.9 million square feet of office space. Although substantially
built out, the neighborhood has

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                                                            WAKEFIELD(R)        
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<PAGE>

                                                          Office Market Analysis
================================================================================

many building sites on which future office buildings could be and have been
planned to be built. Given the lack of financing, new construction has been
extremely limited for several years. Rents have declined from heights of the
late 1980s, but have risen rapidly over the last two years from their lows
during the recession. Occupancy levels have improved dramatically and demand
continues to be strong, resulting in rent spikes of $1.00 to $2.00 per square
foot between 1994 and first quarter 1997.

      The combination of the above factors provides for strong positive
influence on the subject neighborhood, particularly for the long term. With
rental rates increasing and vacancy declining, the likelihood of speculative
development in the near term is discernible.

      As noted, the area contains many office buildings, hotels, residential
developments, shopping centers, regional malls, gas stations, restaurants, and
other stand-alone highway commercial uses. These uses typically produce only
minimal pollution. There are no flood zones in the vicinity of the property. We
observed no other detrimental influences in the neighborhood, such as land
fills, noisy or air polluting industrial plants, or chemical factories.

Conclusion

      The subject property benefits from its location at an easily accessible
intersection in eastern Fairfax County. Based on the improvements in office
occupancy levels and increases in rental rates, along with the area's good
accessibility, it is clearly capable of capturing a fair share of the demand of
office space as the Fairfax County economy recovers and grows. The neighborhood
has good regional drawing power by virtue of the roadway network serving it. The
anticipated trend for the subject neighborhood is for continued growth and
stabilization into the foreseeable future.

      Based on the characteristics of the neighborhood, we believe continued
investment in stabilized properties is warranted. The neighborhood appears
stable and improving. We project that growth will continue to be positive, given
the low vacancy levels and increasing rents.

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                                                            WAKEFIELD(R)        
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<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description
Location:                           Southwest corner of Gallows Road and Boone
                                    Boulevard. The street address is 1900
                                    Gallows Road, McLean, Fairfax County,
                                    Virginia.

Shape:                              Basically rectangular

Area:                               4.115 acres (179,260 square feet)

Frontage:                           The site has frontage along the west side of
                                    Gallows Road and the south side of Boone
                                    Boulevard.

Topography/Terrain:                 Basically level and at street grade.

Street Improvements
 Pinnacle Drive:                    Two lane in each direction, asphalt paved,
                                    concrete curbs and sidewalks, street
                                    lighting and storm drains

Soil Conditions:                    We not receive or review a soil report.
                                    However, we assume that the soil's
                                    load-bearing capacity is sufficient to
                                    support the existing structures. We did not
                                    observe any evidence to the contrary during
                                    our physical inspection of the property. The
                                    tract's drainage appears to be adequate.

Utilities
      Water & Sewer:                Fairfax County Water Authority
      Electricity:                  Virginia Power Company
      Gas:                          Washington Gas
      Telephone:                    Bell Atlantic Telephone

Access:                             Two curb cuts off Boone Boulevard and one to
                                    the main entrance from Gallows Road

Land Use Restrictions:              We were not given a current title report to
                                    review. We do not know of any easements,
                                    encroachments, or restrictions that would
                                    adversely affect the site's use. However, we
                                    recommend a title search to determine
                                    whether any adverse conditions exist.

Flood Hazard:                       According to FEMA, March 5, 1990, Community
                                    Panel No. 515525C 0050 D, National Flood
                                    Insurance Rate Map, the subject property
                                    appears to be in Zone C, an area outside the
                                    500 year flood plain where flood insurance
                                    is not required.

Wetlands:                           We were not given a Wetlands survey. If a
                                    subsequent engineering survey reveals the
                                    presence of regulated

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                                                            Property Description
================================================================================

                                    Wetlands areas, we reserve the right to
                                    amend this valuation.

Site Improvements:                  Concrete curbs and sidewalks and structural
                                    and surface parking for 705 vehicles

Hazardous Substances:               We were not given a Wetlands survey. If
                                    subsequent engineering data reveal the
                                    presence of regulated wetlands, it could
                                    materially affect property value. We
                                    recommend a wetlands survey by a competent
                                    engineering firm

Comments:                           Good site for office development due to
                                    location, size and exposure.

Improvements Description

      The site is improved with an eight-story office building and attached four
level garage. The complex, known as Plaza 1900, has a street address of 1900
Gallows Road, McLean, Virginia. According to the client, the buidling has a
gross building area of 225,861 square feet and a net rentable area of 203,084
square feet. However, the leases cite a total of 202,684 square feet and there
is no vacant space in the building. For this analysis, we will use the space as
noted by the leaes.

      We were not provided with any plans or construction specifications for
this property. Further, for security reasons, our inspection was limited to the
roof, basement and ground floor of the building interior. The following
description is based on our visual inspection and discussions with the building
engineer. We noted the finish to be good quality and in good condition, in those
areas. Following are the construction details for the subject improvements based
on our inspection of the property.

General Data
     Year Built:                    1989

     Building Area
         Net Rentable Area (NRA):   202,684 square feet

     Number of Stories:             8

Construction Detail
     Foundations:                   Concrete slab

     Framing:                       Steel

     Floors:                        Concrete slab

     Exterior Walls:                Aggregate panels with ribbon window lines

     Roof Structure:                Metal deck on metal joists

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                                                            Property Description
================================================================================

     Roof Cover:                    Insulated membrane roofing

     Windows:                       Metal frame, insulated double glaze

     Pedestrian Doors:              Double set of double glass in metal 
                                    frame doors

Mechanical Detail
     Heating and Cooling:           VAV system with independent units

     Electrical Service:            Assumed to meet code

     Elevator Service:              Adequate.

Fire Protection:                    Sprinklered

Interior Detail
     Layout:                        Each floor has a central elevator lobby with
                                    offices along the perimeter

     Floor Covering:                Primarily carpet in the office areas and
                                    ceramic tile in the restrooms. The main
                                    lobby has marble flooring.

     Walls:                         Painted drywall.

     Ceilings:                      Ceilings in office and hall areas are
                                    suspended acoustical tile.

     Lighting:                      Recessed fluorescent

     Rest Rooms:                    Each floor has a set of men's and women's 
                                    rest rooms.

Americans with
     Disabilities Act (ADA):        The Americans With Disabilities Act (ADA)
                                    became effective January 26, 1992. We have
                                    not made, nor are we qualified by training
                                    to make, a specific compliance survey and
                                    analysis of this property to determine
                                    whether or not it is in conformity with the
                                    various detailed requirements of the ADA. It
                                    is possible that a compliance survey and a
                                    detailed analysis of the requirements of the
                                    ADA could reveal that the property is not in
                                    compliance with one or more of the
                                    requirements of the Act. If so, this fact
                                    could have a negative effect upon the value
                                    of the property.

Hazardous Substances:               We are not aware of any potentially
                                    hazardous materials (such as formaldehyde
                                    foam insulation, asbestos insulation, radon
                                    gas emitting materials, or other

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                                                            Property Description
================================================================================

                                    potentially hazardous materials) which may
                                    be used in the construction of the
                                    improvements. If concerns exist in this
                                    area, we recommend that a professional
                                    engineer be engaged.

Other Site Improvements
     On-Site Parking:               705 structured and surface parking spaces,
                                    or 3.47 spaces per 1,000 square feet of
                                    gross building area

     Landscaping:                   Good, mature trees, shrubbery around the
                                    building and parking lot perimeter

Comments:                           The quality of the subject improvements is
                                    rated good. The layout and functional plan
                                    are considered good. No deferred maintenance
                                    was encountered. The normal life expectancy
                                    of a building of this type is 55 years. We
                                    consider the effective age to be equal to 7
                                    years leaving an estimated remaining
                                    economic life of 48 years, respectively.

                                    We did not inspect the tenant spaces or all
                                    the mechanical systems. The appraisers,
                                    however, are not qualified to render an
                                    opinion as to the adequacy or condition of
                                    these components. The client is urged to
                                    retain an expert in this field if detailed
                                    information is needed about the adequacy and
                                    condition of mechanical systems

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                                                            CUSHMAN &
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<PAGE>

                                               REAL ESTATE TAXES AND ASSESSMENTS
================================================================================

      The subject property is identified for real estate assessment and taxation
purposes by Fairfax County, Virginia as parcel 39-1-06-081 A and 081 B. The
Fairfax County tax year extends from January 1st through December 31st and
properties are reassessed annually. The assessment ratio is 100 percent of
estimated market value for reai estate tax purposes.

Tax Rates

      The 1997 tax rate for Fairfax County is $1.29 per $100 of assessed value.
The following chart depicts a four-year prior history:

================================================================================
                       Tax Rate Per $100 of Assessed Value
================================================================================
Taxing Authority          1993        1994       1995      1996         1997
                        Tax Rate    Tax Rate   Tax Rate   Tax Rate    Tax Rate
================================================================================
  Fairfax County         $1.1828    $1.1614    $1.1614    $1.2310    $1.2300
================================================================================

      As can be seen, the tax rates were relatively flat through 1995. In 1996,
however, the rate increased by six percent over the 1995 rate, with little
change going into 1997. It is difficult, at best to judge the likelihood of
future tax rate increases when viewing only a short history. Tax rates tend to
increase or decrease based upon the combined influences of changes in property
values and increasing governmental budgetary needs as the jurisdiction tries to
maintain a pace with inflationary pressures. Nonetheless, over the long term the
county tax rates show an upward trend and we would expect tax rates to increase
in incremental bumps.

Tax Assessment

      The subject's 1997 full cash value and subsequent assessment is outlined
in the following table.

             =====================================================
                                  Plaza 1900
                    Full Cash Value and Assessment
             =====================================================
             Land Value                                 $3,699,925
             Improvement Value                         $25,549,625
                                                       -----------
             Total Assessment                          $29,294,550
             Tax Rate                                   x    .0123
                                                        ----------
             Taxes Due                                    $366,323
             =====================================================

Ad Valorem Tax Conclusions

      As developed above, the net tax associated with the subject property is
$366,323, or $1.81 per square foot. The assessment of $29,294,550 for the land
and improvements is with in 10 percent of our value. This margin is reasonable
and not likely to result in any sudden tax increases. However we do assume that
future tax increases are possible and have projected that taxes for the subject
property to increase 3.5 percent annually.

      In an effort to evaluate the fairness of the subject's current assessed
value and future prospects for a change in the assessment, we have compared the
assessment to the

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                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                               Real Estate Taxes and Assessments
================================================================================

market value estimate concluded in this report, and considered the potential for
future changes in the assessed value of the subject brought about by changing
market conditions.

      The full cash value for the subject property is only slightly below our
value conclusion. Thus, we are projecting growth in real estate taxes consistent
with inflationary expectations, or about 3.5 percent per year from the first
year of our analysis.

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                                                            CUSHMAN &
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<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned C-3, Office District, Fairfax County,
Virginia. The purpose of the C-3 district is to provide areas where
predominantly non-retail commercial uses may be located such as offices and
financial institutions. (Fairfax County Zoning Ordinance, Chapter 112, Part 3,
Sections 4-301 through 309).

      The permitted uses in the C-3 district include, places of worship,
financial institutions, funeral homes, nursery schools and child care centers,
offices, private schools, public uses and telecommunication exchanges. General
and medical offices are also allowed.

      A brief synopsis of the pertinent data within this zoning classification
as it applies to non-residential development is as follows:

Minimum Lot Area:                     20,000 square feet
Minimum Lot Width:                    100 feet
Maximum Height:                       90
Minimum Front Yard:                   Controlled by a 25 (degree) angle of bulk
                                      plane, but not less than 40 feet
Minimum Side Yard:                    No requirement
Minimum Rear Yard:                    Controlled by a 20 (degree) angle of bulk
                                      plane, but not less than 25 feet
Minimum Green Area:                   15 percent
Maximum Floor Area Ratio (FAR):       1.00
Off-street Parking:                   Parking for office use is based on five
                                      parking spaces for every 1,000 square
                                      feet of gross floor area.  This equates to
                                      129 spaces required for the subject.

      We are not experts in the interpretation of complex zoning ordinances,
but the building appears to conform to current zoning requirements, including
parking. We were not provided with building plans indicating the amount of above
ground area contained in the developed floor area. As the building went through
the approval process at the time of construction, however, we assume that its
height variance was approved and that it is a legally conforming structure. The
formal determination of compliance is beyond the scope of a real estate
appraisal.

      To the best of our knowledge, there are no known deed restrictions
(private or public) which would further limit the use of the subject property.
This statement should not be taken as a guarantee or warranty that no such
restrictions exist. Deed restrictions are a legal matter and only a title
examination by an attorney would normally uncover such restrictive covenants.
Thus, an examination by a title attorney is recommended on the subject property
if any questions regarding such restrictions arise.

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                                                            CUSHMAN &
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<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

      According to the Dicionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of real
property is defined as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value. The four
      criteria the highest and best use must meet are legal permissibility,
      physical possibility, financial feasibility, and maximum profitability.

      We evaluated the sites' highest and best use as if vacant. In this case,
the highest and best use must meet the aforementioned criteria. The use must be
(1) legally permissible, (2) physically possible, (3) financially feasible, and
(4) maximally productive.

Highest and Best Use, As If Vacant

      The first test concerns permitted uses. According to our understanding of
the zoning ordinance noted earlier in this report, the site could be developed
with general office and financial institutions uses. Residential, retail and
industrial uses are not permitted.

      The second test is what is physically possible. As discussed in the
Property Description section, the site's shape, soil, available utilities,
topography, etc. do not physically limit its use given its suburban location.
Additionally, we know of no easements which adversely impact the property. Thus,
the site has no physical limiting conditions, other than size, to restrict its
development.

      The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. After determining those uses which are
physically possible and legally permissible, the remaining uses must be analyzed
in light of their financial feasibility. That is, for a potential use to be
seriously considered, it must have the potential to provide a sufficient return
to attract investment capital from alternative forms of investments.

      The subject lies in the midst of high rise office development. Additional
office use would be logical and consistent with surrounding uses. Other
successful office developments have been developed in the area, leading to the
conclusion that another similar use may also succeed. With the site's exposure
and good access, prospective tenants would likely be interested in this
location. Accordingly, we conclude that the highest and best use of the subject
would be to develop an office building.

As Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained as is so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      The highest and best use "as vacant" and "as improved" must be compatible.
If the site value as though vacant is greater than the property as improved
(less demolition cost), then

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                                                            CUSHMAN &
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                                                            Highest and Best Use
================================================================================

existing improvements have no value. Sometimes, however, existing improvements
have interim use value. If the highest and best use of the site as though vacant
is holding for future development, then the improvements might make a short term
contribution to property value.

      As noted in the Property Description section of this report, the subject
site is improved with an eight-story building totaling 202,684 net rentable
square feet. Completed in 1989, the improvements are functional in design and
are of very good quality when compared to suburban office developments in
Fairfax County. The building is currently 100 percent occupied by two tenants.

      The data within the Office Market Analysis section revealed that the
submarket in which the subject competes has a vacancy rate of about five percent
and steadily increasing rents. As improved, the subject is capable of providing
an adequate return to the land both on an intermediate and long-term basis. This
conclusion is supported by the data and analysis presented in the balance of
this report. This premise is obviously contingent upon property management
utilizing a course of action which will be conducive to maximizing occupancy and
rent levels. For these reasons, it is our opinion that the highest and best use
of this site, as improved, is for continued use as a multi-tenant office
project.

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                                                            CUSHMAN &
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<PAGE>

                                                               VALUATION PROCESS
================================================================================

      Appraisers typically use three approaches in valuing improved property.
These include the Cost Approach, the Sales Comparison Approach and the Income
Approach. The type and age of the property and the quantity and quality of data
affect the applicability of each approach in a specific appraisal situation. The
strengths and weaknesses of each approach utilized are weighed in the final
analysis with the approach or approaches offering the greatest quantity and
quality of supporting data given most consideration in the final analysis. In
this appraisal, we have used the Sales Comparison Approach and the Income
Capitalization Approach to develop a market value estimate. In addition, we have
provided a replacement cost estimate in the Addenda.

      The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

      o     The value being sought is the leased fee estate, whereas the Cost
            Approach normally depicts the fee simple estate. Therefore, the
            interest being appraised cannot be reflected by the Cost Approach in
            its traditional form.

      o     Market participants do not typically use this approach as a
            determinant of value but rather as a reasonableness test that they
            are paying less than replacement cost. While not justification in
            itself to omit the approach, it does underscore its overall lack of
            relevance in the market place.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office building sales;

      o     Analyzed those sales on the basis of the sales price per square foot
            (net rentable area); and

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office, and
            industrial uses.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

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                                                               Valuation Process
================================================================================

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.
                    
      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

      o     Considered the type and reliability of the data used and
            applicability of each approach.

      o     Reconciled the approaches to a final value conclusion.

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                                                            CUSHMAN &
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<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      Inherent in the Sales Comparison Approach is the principle of
substitution, which holds that when a property is replaceable in the market, its
value tends to be set at the cost of acquiring an equally desirable substitute
property, assuming that no costly delay is encountered in making the
substitution. We have compared the subject property to several relevant property
sales.

      By analyzing sales which qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. Comparability in physical, locational and economic characteristics are
important criteria when selecting the sales for comparison with the subject
property. The basic steps involved in the application of this approach are as
follows:

      (1)   researching recent, relevant property sales and current offerings
            throughout the competitive area'

      (2)   selecting and analyzing those properties considered most similar to
            the subject, considering changes in economic conditions that may
            have occurred between the sale date and the date of value, and other
            physical, functional or locational factors;

      (3)   identifying the sales which include favorable financing and
            calculate the cash equivalent price;

      (4)   reducing the sale prices to common units of comparison, such as
            price per square foot of building area (in this net rentable area);

      (5)   making appropriate adjustment between the comparable properties and
            the property appraised; and

      (6)   interpreting the adjusted results and drawing a logical value
            conclusion.

      In this instance, the sale prices inherent in the comparables were reduced
to those common units of comparison that can be used to analyze improved
properties that are similar to the subject. Considering the available units of
comparison, one of the most important benchmarks used by buyers and sellers of
office building is price per square foot of net rentable area (NRA).

      The following summary chart includes recent transactions of suburban
office buildings from which price trends can be identified for the extraction of
value parameters. The complete survey results on each property appear in detain
in the Addenda of the report.

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<PAGE>

                                                       Sales Comparison Approach
================================================================================

<TABLE>
<CAPTION>
                                                             Plaza 1900
                                                          1900 Gallows Road
                                                          McLean, Virginia

                                                      Summary of Building Sales

===================================================================================================================================
                                                                     Net                    Cash       Sale Price      Overall
Sale                                                Year Built    Rentable     Percent   Equivalent      Per SP          Rate
 No.                Name/Location      Sale Date    Renovated      Area (SF)   Occupied   Sale Price      (NRA)
===================================================================================================================================
<S>      <C>                         <C>               <C>          <C>           <C>    <C>              <C>                
   1     Centerpointe I and II         May 1997        1988         408,111       100%   $55,000,000      $134.77         N/A
         4000 & 4050 Legato Road
         Fairfax, Virginia
- -----------------------------------------------------------------------------------------------------------------------------------
   2     Tysons Office Center          April 1997      1981         142,000       100%   $16,000,000      $112.68        8.40%
         8133 Leesburg Pike
         Vienna, Virginia
- -----------------------------------------------------------------------------------------------------------------------------------
   3     8280 Greensboro Drive         April 1997      1985         205,341       100%   $30,000,000      $146.10        8.75%
         McLean, Virginia
- -----------------------------------------------------------------------------------------------------------------------------------
   4     The Nortel Building         August 1996       1989         252,315        98%   $35,000,000      $138.72       10.01%
         2010 Corporate Ridge
         McLean, Virginia
- -----------------------------------------------------------------------------------------------------------------------------------
Subj     Plaza 1900                                    1989         202,684      100%           --           --            --
         McLean, Virginia
===================================================================================================================================
</TABLE>

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                                                            CUSHMAN &
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                                                       Sales Comparison Approach
================================================================================

Sales Price Per Square Foot Analysis

      The four comparables indicate sales prices ranging from $112.68 to $146.10
per square foot of net rentable area. The prices per square foot have been
influenced by differences in construction quality, condition of the premises,
character of the tenancy, and location. Nevertheless, it is important to address
each property in terms of the conventional sequence of adjustments. Following
are those considerations which are relevant to the subject. The first three
elements must be considered in advance of applying any other compensating
factors to derive value conclusions via the sales price per square foot
methodology. These same three factors must also be addressed before the
selection of an effective gross income multiplier.

Property Rights Conveyed

      As shown in the summary table, all of the comparables are encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case.
Consequently, no adjustments are warranted for differences in property rights
conveyed.

Seller Financing/Cash Equivalency

      All of the comparables were sold on the basis of cash to the seller or
cash equivalent financing. Thus, we have made no adjustments to the comparables
for seller financing.

Conditions of Sale

      We identified no special motivational conditions concerning the
comparables; with an exception. Sale 1-4, which was a sale-leaseback, was
reported to be sold slightly below market because the seller (who occupies 57
percent of the building) selected the purchaser based on their ability to manage
the property. We have adjusted this sale slightly upward for conditions of sale.

Date of Sale

      As shown in the summary table, the transactions occurred between August
1996 and May 1997. Given that these sales occurred within the last nine months,
no adjustments were deemed necessary for date of sale.

Other

      Most of the additional considerations for the comparabies involve
locational issues, design and quality elements, and economic factors. It is
noted that the subject property is 100 percent leased to two tenants at rental
rates ranging from $14.69 to $23.83 per square foot, full service, with a
weighted average rental rate of $22.30 per square foot. The property has no
rollover until the year 2005, when the small tenant's (NCI) lease expires. The
second, GRC International, occupies 82 percent of the building and its lease
extends about 12 years from the date of this appraisal.

      Comparable I-1, Centerpointe I and II, is located at 4000 and 4050 Legato
Road several miles southwest of the subject in the Fair Oaks area of Fairfax
County. This locale is considered inferior to the subject's due to its further
distance from Washington D.C. and the Capital Beltway. The buildings were
constructed in 1988 and is similar to the subject in both age and condition. The
largest tenant is American Management Systems (AMS), who occupies all of
Centerpointe I, comprising 203,630 square feet, or about 50 percent of the
entire project. At the time of sale, this tenant was paying $15.00 +- per square
foot (full service) in rent, with annual escalators of 3.85 percent. The
property had limited rollover until the year

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                                                       Sales Comparison Approach
================================================================================

2007, when 74 percent of existing leases expire. At the time of sale, the
property was 99.8 percent leased, with one 515 square foot vacant unit. Existing
leases range from $15.00 to $29.00 per square foot, with a weighted average
rental rate of $16.80 per square foot full service. This property is relatively
similar to the subject in all respects except location, thus an overall upward
adjustment is warranted.

      Comparable I-2, Tysons Office Center, is located at 8133 Leesburg Pike in
close proximity to the subject on Leesburg Pike. Constructed in 1981, the
building is considered slightly inferior to the subject from a physical
standpoint. Also, the property had significant rollover (60 to 65 percent) in
the first three years subsequent to the sale. This sale is considered similar to
the subject from a locational standpoint, but inferior from a physical and
economic standpoint.

      Comparable I-3, located at 8280 Greensboro Drive is also in the subject's
neighborhood and is considered slightly superior in terms of location. The
building was constructed in 1985 and is considered basically equivalent to the
subject from a physical standpoint. At the time of sale, the property was 100
percent leased to multi-tenants. We were unable to obtain detailed financial
information on this sale; however, based on the reported capitalization rate,
the net operating income was about $12.80 per square foot at the time of sale,
which is lower than the subject's net operating income of $17.26 per square
foot. This property is considered similar to the subject from a locational and
physical standpoint, but inferior from an economic standpoint due its lower net
operating income.

      Comparable I-4, 2010 Corporate Ridge, is located east of the subject off
of Route 7 inside the Beltway. Although this property is located in the Tysons
Corner submarket, its location inside the Beltway is considered slightly
inferior. The building was constructed in 1989 and is similar age/condition than
the subject. The largest tenant is Nortel, who occupies 144,879 square feet at a
rental rate of $19.65 per square foot, full service. Nortel entered into a ten
year sale/leaseback with the purchaser; thus, at least 57 percent of the
property will turnover in year 2006. At the time of sale, the property was 98
percent leased. According to the buyer, most rents were in the low $20.00 per
square foot range, full service. This property is considered inferior to the
subject from a locational standpoint, and similar from a physical standpoint.
The largest tenant is paying a lower overall rental rate than GRC, and a similar
percentage of the building expires in the tenth year of the holding period.
Thus, this sale is considered inferior (rent) from an economic standpoint.
Overall, we have labeled the sale of this building as inferior to the subject
given its inferior location, economic status, and market conditions adjustment
noted earlier.

      The following chart summarizes how each sale compares to the subject
property from a physical, locational and economic standpoint.

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                                                            CUSHMAN &
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                                                       Sales Comparison Approach
================================================================================

            ======================================================
                       Improved Sales Comparison
            ======================================================
                                              Overall Rating
                         Sale Price            Relative to
            No.            Per SF              the Subject
            ======================================================
            I-1            $134.77               Inferior
            I-2            $112.68         Substantially Inferior
            I-3            $146.10               Inferior
            I-4            $138.72               Inferior
            ======================================================

      Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best.

      Each of the sales are considered inferior to the subject. Sale I-2 is
substantially inferior, particularly for the location and economic
characteristics. The most similar is I-3, thus, the subject's value should most
likely fall above the range of all the comparables.

      Based on the information presented, we have concluded at a value range for
the subject of $160 to $165 per net rentable square foot. When applied to the
net rentable area, our estimated value range by the sales price per square foot
method is presented as follows:

================================================================================
                    Sales Price Per Square Foot Unit Analysis
================================================================================
202,684 SF             X              $160/SF            =          $32,429,440
202,684 SF             X              $165/SF            =          $33,442,860
================================================================================
                                                    Concluded to:   $33,000,000

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<PAGE>

                                                                 INCOME APPROACH
================================================================================

Methodology

      The income approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property; however, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a difficult technique to
administer.

      Approximately 82 percent of the subject property is leased to GRC
International through the year 2009. The remainder of the building is leased to
National Captioning Institute through the year 2004. Thus, the property has the
potential to experience substantial rollover near the end of the holding period.
It is our opinion that the majority of investors for a property like the subject
would utilize the discounted cash flow method, in an attempt to mirror this
potential rollover. In addition, the office market in which the subject is
located is continuing to strengthen. Consequently, the discounted cash flow
method affords the most realistic method of reflecting investor expectations of
the current period, as well as the projected continued recovery. For this
reason, it is our opinion that the discounted cash flow method is the most
appropriate method in the valuation of the subject property. As such, the direct
capitalization method will not be used in this analysis but at the conclusion of
the income approach, we will analyze the resulting overall capitalization rate
derived from the discounted cash flow analysis as a check for reasonableness.

      Following is an analysis of the current market rental rates, existing
leases in place, other revenue, vacancy and collection loss projections, and
historical/future operating and fixed expenses for the subject property.

Potential Gross Income

      Summary of Existing Leases

      The object of this appraisal is to estimate the value of the leased fee
estate in the subject property. Accordingly, consideration must be given to the
leases in place at the time of appraised valuation. The actual leases for the
subject's tenants are incorporated in the following discounted cash flow
analysis. We utilize Pro-Ject +plus, a software program designed to analysis
multi-tenant properties, in this analysis and several of the computer generated
reports are included in the Addenda.

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                                                                 Income Approach
================================================================================
                     
      The subject is 100 percent leased to two tenants. The NCI rent is $14.69
and the GRC rent is $23.83 per square foot, full service. The NCI lease
increases annually to $20.12 in the last year of the lease. The average rate of
increase is about four percent per year.

      The GRC lease fluctuates over its term with an average rental rate for the
duration of the term of $22.09 per square foot. Noting that the average is below
the current rent of $23.83 per square foot, the overall term of the lease is
below market levels (as will be discussed further in this section).

Assumptions Regarding the Existing Leases

      Information provided by management indicates that the tenant is not in
default of their lease. We assume that the existing tenant will continue to pay
rent under the terms of their lease obligations. We address renewal probability
in the Vacancy and Collection Loss section.

Lease Expirations

      In our analysis, consideration is also given to lease expiration schedule.
The timing of lease expiration is an important element and a prospective buyer
would attempt to assess the risk relative to upcoming turnover. For example, a
large lease expiring in the near future would indicate the possibility of a
significant drop in income and consequently a higher risk factor might be
appropriate. The following chart summarizes the property's annual lease
expirations.

                          ==================================
                                   Expiration Report
                          ==================================
                           Year                    % of NRA
                          ==================================
                           1998                         0%
                           1999                         0%
                           2000                         0%
                           2001                         0%
                           2002                         0%
                           2003                         0%
                           2004                      18.0%
                           2005                         0%
                           2006                         0%
                           2007                         0%
                          ==================================


      The risk associated with lease expirations in the subject property is not
significant until fiscal year 2004, when NCI's lease expires. Based on the
foregoing, expirations are not considered to be a significant factor in the
analysis of the subject.

Market Rental Rate

      Market rent for the property has been estimated by analyzing comparable
leases exhibited on the summary chart on the following page.

================================================================================


                                      -51-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================

                                                      COMPARABLE OFFICE RENTALS

====================================================================================================================================
                                                                                                                       Tenant
                                              Minimum  Effective         Expense                                     Improvement
Comp.                         Lease   Size      Rent     Rent     Term    Stop          Annual                        Allowance 
 No.  Building Name/Address   Date    (SF)     ($/SF)   ($/SF)    (Yrs)   ($/SF)     Escalations        Concessions     (SF)    
====================================================================================================================================
<S>   <C>                     <C>     <C>      <C>       <C>             <C>        <C>                 <C>           <C>
1     1945 Old Gallows Road   May-97  139,155  $23.75       N/A     10   Base Year  5% + $1.50 bump Yr  0% rent thru    $17.00
      Tysons Corner, Virginia                                                                           construction
                                      
2     1595 Spring Hill Road   Feb-97   26,085  $23.30    $23.30      5   Base Year        3.0%              None        $16.50
      Tysons Corner, Virginia         
                                      
3     8201 Greensboro Drive   Feb-97   28,780  $23.00    $23.00     10   Base Year  5% + $1.25 bump Yr      None        $18.50
      Tysons Corner, Virginia Dec-96    2,414  $23.00    $23.00      5   Base Year        2.5%              None        $10.00
                              Dec-96    5,318  $23.50    $23.50      5   Base Year        3.0%              None        $10.00

4     8300 Boone Boulevard    Dec-96    4,766  $22.75    $22.75      5   Base Year        3.0%              None         $6.00
      Tysons Corner, Virginia                                                                   
                                                                                              
5     2000 Corporate Ridge    Dec-96    6,500  $24.00    $24.00     10   Base Year  0% + $1.50 bump Yr      None         $3.00
      Tysons Corner, Virginia         

- ------------------------------------------------------------------------------------------------------------------------------------
                      Totals          213,018  $23.33                7   Base Year    2.5% - 3.0%           None      $3.00 - $18.50

- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>

================================================================================


                                      -52-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      Prior to adjustment, the comparables reflect a relatively tight rental
range of $22.75 to $24.00 per square foot, full service. After adjustment for
rent concessions, the range was $21.45 to $27.72. There are few concessions
being granted in today's market. Only one of the comparable leases included any
free rent; however, this was a build-to-suit and the tenant was granted some
rent concession during the construction period. The rentals included tenant
improvement allowances of $3.00 to $18.50 per square. Annual rent escalations
were generally 2.5 to 3.0 percent per year. Leases which had lower escalators
typically had a $1.00 to $1.50 bump in the sixth lease year. Lease terms ranged
from five to ten years. All of the comparables are located within the Tysons
Corner submarket and represent mid-1980s vintage buildings. Thus, all are
considered good indicators of market rent for the subject property.

      As shown in the Micro Market summary table presented in the Market
Analysis section of the report, asking rents at competing properties are in the
range of $18.00 to $24.50 per square foot. Thus, it appears that actual lease
rates are within the range of asking levels.

      Again, recent leases within the market include few concessions, either in
the form of free rent or above standard tenant improvement allowances. Most
brokers interviewed were of the opinion that rental concessions were not being
granted.

      Several brokers indicated that the market has continued to improve over
the last six months, with rents increasing and concessions remaining almost
non-existent. Our own research supports this. However, in the view of many
investors and brokers, the leasing market has generally reached stabilization
and that delivery of new office buildings to the market will be the primary
influence on rental rate and occupancy trends. In keeping with these
observations, we have assumed that market rent will increase at an average rate
of 3.5 percent per annum through the projection period. The recent rent spikes
are not anticipated to continue in the minds of market participants we have
spoken with due primarily to the onset of new speculative construction.
Investors are reportedly taking a wait and see approach over the short term at
least. It is not inconceivable that additional rent spikes will occur; however,
we believe the prudent approach at this stage is level rent growth. Finally,
free rent and tenant workletter concessions will remain consistent with current
levels. Based on the above, the market rent for the subject is $23.50 per square
foot, full service,

      The above estimated market rents assume the following concession package.

================================================================================
                                Free Rent              Tenant Improvements
================================================================================
New Leases         1997          0 months   1997                          $15.00
                   Thereafter    0 months   Growing Thereafter at 3.5%
- --------------------------------------------------------------------------------
Renewing Leases    1997          0 months   1997                           $7.50
                   Thereafter    0 months   Growing Thereafter at 3.5%
================================================================================

Assumptions Regarding Existing and Proposed Leases

      Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their leases.
Information provided by management indicates that none of the tenants are
currently in default. The tenant base appears to be stable and management has
indicated that defaults are not anticipated.

================================================================================


                                      -53-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================
                      

      With regard to lease expirations, we have projected that 60 percent of
tenants will rollover (sign a new lease) and approximately 40 percent will
turnover (allow their lease to expire and vacate the property) upon expiration
of their primary lease term. This assumption is based on the limited amount of
space available in the Tysons Corner submarket and discussions with property
management regarding recent leasing activity.

      An examination of the comparable leases shows typical lease terms of five
to ten years. We have assumed five year terms for speculative tenants, which is
at the mid-point of the indicated range.

Reimbursable Expenses (Escalations)

      Tenants are responsible for their pro-rata share of operating expenses
(including real estate taxes) when they exceed those incurred during the first
full year of their occupancy. GRC pays increases in expenses over $4.87 per
square foot (their base year). NCI pays for increases in operating expenses
over $5.00 per square foot.

Vacancy and Collection Loss

      Our cash flow projection assumes a tenant vacancy of six months upon each
lease expiration set against our probability of renewal estimated at 60 percent,
in addition to a global credit loss provision applied to the gross rental
income. The global credit loss provision is applied to the gross rental income
from all tenants and is estimated at one percent throughout the holding period.

      Vacancy between leases includes the period of actual downtime and the
construction period to build-out tenant spaces. Consistent with our experience,
we have assumed a stabilized vacancy and construction period of nine months. We
acknowledge that current time between tenants may be shorter, though a long term
trend may reflect fluctuations. Vacancy between leases is weighted for the 40
renewal probability, resulting in an effective downtime of 2.4 months upon each
lease expiration. On a five year average lease term, this equates to 3.8 percent
average physical vacancy (downtime of 2.4 months divided by the downtime plus
the 60 month average lease term)

      Based on the subject's weighted average downtime between leases, as well
as the preceding absorption schedule for the subject property, the overall
average occupancy rate of the subject property over the 10 year holding period
is 96.2 percent. Including our overall credit loss allowance estimated at 1.0
percent, the implied overall vacancy and credit loss factor for the subject
property is 95.2 percent.

Operating Expenses

      We based our estimate of operating expenses for the subject on a review of
the actual 1994 through 1996 expenses, as well as the 1997 budget. This data was
compared with expense comparables at similar suburban office buildings as well
as industry studies. In addition, we have consulted Cushman & Wakefield's
Management Services staff for further support. The Historical and Budget
Operating Statements for the subject property provided by property management
can be found in the Addenda.

================================================================================


                                      -54-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      We have analyzed each item of expense individually and attempted to
project what the typical investor would consider reasonable. Increases in the
expenses during subsequent years are projected at 3.5 percent per annum. Based
on historical CPI trends, we conclude that our selected growth rate reflects an
overall inflationary rate over the long term. The forecast of growth rates in
all categories of expenses reflect typical investor expectations as noted in the
Cushman & Wakefield Investor Survey, a copy of which is in the Addenda. Except
where noted, our forecasted growth rate for the various expense categories
generally does not attempt to reflect growth rates for any individual year, but
rather the long term trend over the projected holding period.

      Real Estate Taxes

      Real estate taxes are based on the actual assessment and tax rate reported
      in the Real Estate Taxes and Assessment section. The Year One real estate
      taxes are equal to $366,629, or $1.81 per square foot of net rentable
      area. As previously discussed, the subject's current assessment is
      substantially below our final value conclusion. We anticipate that the
      subject will experience a sizeable tax increase during the next
      reassesment cycle in January 1998 based on our estimated value conclusion.

      Operating Expenses

      Operating expenses include utilities, repairs and maintenance, janitorial
      and service contracts, insurance, etc. The building's actual costs have
      increased from $3.33 in 1994 to $3.43 per square foot in 1996. The 1997
      budgeted expense is $3.75 per square foot which is in-line with the
      expense comparables at $3.11 to $4.15 per square foot, with most at $3.11
      to $3.78 per square foot.

      General & Administrative
      
      These expenses are directly connected to the administration of the
      building, including office payroll, general office expense, advertising
      and other miscellaneous expenses. The building's actual costs have ranged
      from $0.49 to $0.60 per square foot. The 1997 budgeted expense is in-line
      with the subject's history at $0.58 per square foot and the expense
      comparables at $0.70 to $1.58 per square foot. With the consistent
      history in a tight range, we will continue with the subject's budget.

      Management Fees
      
      This expense represents the fee for management responsibilities, whether
      provided by an outside company or ownership. This includes rent
      collection, property supervision and budget preparation. Cushman &
      Wakefield Property Management personnel reported that typical management
      agreements range from 2.5 to 3.0 percent of effective gross income. The
      management fee charged at the subject is 3.0 percent of effective gross
      income. It is our opinion that this rate is reflective of market
      parameters and as such, a management fee equal to 3.0 percent of effective
      gross income is estimated for the subject.

================================================================================


                                      -55-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Plaza 1900
                                1900 Gallows Road
                        McLean, Fairfax County, Virginia

                          Operating Expense Comparables
<TABLE>
<CAPTION>

                                     ======================================================
                                         1            2             3             4
                                      Rosslyn      Rosslyn      Courthouse   Tysons Corner
                                     130,500 SF   149,620 SF     98,000 SF     335,000 SF
                                       Actual       Actual        Actual         Actual
                                       $/SF         $/SF          $/SF            $/SF
===========================================================================================
<S>                                    <C>          <C>           <C>            <C>  
EXPENSES
  Real Estate Taxes                    $1.20        $1.06         $1.36          $1.11

  Operating Expenses:
    Insurance                          $0.07        $0.06         $0.13          $0.16
    Janitorial/Contract Services       $1.49        $1.29         $1.60          $0.90
    Repairs & Maintenance              $0.80        $0.63         $0.45          $0.37
    Utilities                          $1.42        $1.34         $1.97          $1.68
                                       -----        -----         -----          -----
  Total Operating Expenses             $3.78        $3.32         $4.15          $3.11

  General & Administrative             $1.58        $1.45         $1.28          $0.70
  Management                           $0.70        $0.52         $0.37          $0.66

TOTAL EXPENSES                         $7.26        $6.35         $7.16          $5.58

Total Expenses Excluding R.E.          $6.06        $5.29         $5.80          $4.47
===========================================================================================
</TABLE>

================================================================================

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      Leasing Commissions

      New leases will require a leasing commission equivalent to 4.0 percent of
      total rental income and 2.0 percent on renewal leases. The new lease
      commission rate reflects the fact that a landlord will typically be
      charged a commission of 3.0 to 4.0 percent by the tenant's agent and 2.0
      to 3.0 percent by the landlord's agent. Upon renewal, landlords resist
      paying leasing commissions, but typically pay a portion of the full
      commission rate or a partial fee to the management company for its
      assistance in working with the tenant. This expense item is not passed
      through to the tenant. The probability factor is used for speculative
      renewals.

      Tenant Improvements/Finish

      The tenant improvement allowance was previously discussed and is projected
      to be $15.00 per square foot for new tenants and $7.50 per square foot for
      renewals. This expense is also not passed through to the tenants. The
      probability factor applies to speculative renewals. Tenant
      improvements/finish costs are projected to increase at the rate of 3.5
      percent per year through the projection period.

      Capital Replacements/Reserves
      
      Reserves for replacements should be (though as a practical matter, they
      may not be) set aside to accumulate an amount sufficient to replace and/or
      repair certain major building components, i.e., roof, HVAC system, etc.
      during the period under analysis. Taking into consideration the subject's
      age, we have estimated capital reserves of $0.20 per net rentable square
      foot for Year One, increasing by 3.5 percent per year throughout our
      analysis.

      Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for fiscal year 1998 equates to $1,341,785 or $6.62 per square foot of
gross leasable area, excluding capital replacements, tenant alterations and
leasing commissions. These expenses are in line with the expense comparables.
The growth rates incorporated in our projections result in a 3.4 percent annual
compound growth rate over the holding period, which is lower than our estimate
due to the characteristics of GRC lease.

       Discounted Cash Flow Analysis
       
      In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to reflect
the most likely investment assumptions of typical buyers and sellers in this
particular market segment. We used the following figures and assumptions in the
computer model.

      Years in Forecast:                      12

      Holding Period:                         11

      Starting Date:                          July 1, 1997

      Market Rental Rate (Year 1)             $23.50 per SF, Full Service

================================================================================


                                      -57-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                Income Approach
================================================================================

     Miscellaneous Income:                    N/A

     Growth in Market Rental Rate:            3.5%

     Expense and Tax Pass-Throughs:           Tenants pay increases over base 
                                              year of occupancy.

     Expense Growth Rate:                     3.5% per annum

     Consumer Price Index:                    3.5% per annum

     Free Rent:                               None

     Lease Term (Typical):                    5 years

     Renewal Probability:                     60%

     Tenant Improvements - New Leases         $15.00 per SF

     Tenant Improvements - Renewing Leases    $7.50 per SF

     Leasing Commissions:                     4% new leases; 2% for renewals. 
                                              All payable at the beginning of 
                                              each lease term.

     Vacancy Between Leases:                  6 months (prior to renewal 
                                              probability of 60%; effective 
                                              vacancy is 2.4 months

     Credit Loss:                             1.0%

     Reversion Cap Rate:                      9.5% (applied to net operating 
                                              income).

     Reversion Selling Expenses:              3% (includes brokerage, legal fees
                                              and estimated transfer taxes).

     Discount Rate (IRR):                     11.0% (see Discount Rate 
                                              Analysis).

Cash Flow Projection

      On the following page is our 12 year cash flow projections which include
our 11 year holding period and 12th year reversion. This term was selected,
rather than the normal 10 years, to adequately treat the full impact of the GRC
lease which reaches its term in the 10th and 11th year. The 12th year reflects
full market conditions. The cash flow reflects the results of the PRO-JECT+ plus
projection.

================================================================================


                                      -58-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Plaza 1900
                                1900 Gallows Road
                        McLean, Fairfax County, Virginia

                               Cash Flow Analysis
<TABLE>
<CAPTION>
====================================================================================================================================
                              Fiscal Year    Fiscal Year   Fiscal Year     Fiscal Year    Fiscal Year    Fiscal Year     Fiscal Year
                                 1998           1999          2000            2001           2002           2003            2004   
====================================================================================================================================
<S>                           <C>            <C>           <C>             <C>            <C>            <C>             <C>       
REVENUE FROM OPERATIONS
  Rental Income               $4,536,984     $4,401,002    $4,248,579      $4,284,999     $4,163,395     $4,231,657      $4,631,658 
  Total Recoveries              $370,543       $411,876      $455,676        $503,317       $550,668       $603,170        $661,918 
  Less: Credit Loss            ($147,226)     ($144,386)    ($141,128)      ($143,649)     ($141,422)     ($145,045)      ($158,807)
                              -----------------------------------------------------------------------------------------------------
Effective Gross Income        $4,760,301     $4,668,492    $4,563,127      $4,644,667     $4,572,641     $4,689,782      $5,134,769 

EXPENSES
  Real Estate Taxes             $366,629       $379,461      $392,742        $406,488       $420,715       $435,440        $450,680 
  Operating Expenses            $759,803       $786,396      $813,920        $842,407       $871,891       $902,408        $933,992 
  General & Administrative      $120,147       $124,353      $128,705        $133,210       $137,872       $142,697        $147,692 
  Management                     $95,206        $93,370       $91,263         $92,893        $91,453        $93,796        $102,695 
                              ------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                $1,341,785     $1,383,580    $1,426,630      $1,474,998     $1,521,931     $1,574,341      $1.635,059 

                              =====================================================================================================
Net Operating Inco            $3,418,516     $3,284,912    $3,136,497      $3,169,669     $3,050,710     $3,115,4l      $3,499,710 
                              =====================================================================================================

  Commissions                         $0             $0            $0              $0             $0              $0             $0 
  Capital Reserves               $40,537        $41,956       $43,424         $44,944        $46,517         $48,145        $49,830 
  Alterations                         $0             $0            $0              $0             $0              $0             $0 
                              ------------------------------------------------------------------------------------------------------
                              $3,377,979     $3,242,956    $3,093,073      $3,124,725     $3,004,193      $3,067,296     $3,449,880 
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
==========================================================================================================================
                                 Fiscal Year     Fiscal Year     Fiscal Year     Fiscal Year   Fiscal Year     Fiscal Year
                                    2005            2006            2007            2008          2009            2010
==========================================================================================================================
<S>                              <C>             <C>             <C>             <C>           <C>             <C>       
REVENUE FROM OPERATIONS
  Rental Income                  $4,450,653      $4,675,088      $4,658,307      $4,536,969    $3,094,149      $6,381,611
  Total Recoveries                 $608,963        $624,758        $685,148        $743,195      $470,083         $82,497
  Less: Credit Loss               ($151,788)      ($158,995)      ($160,304)      ($158,405)    ($106,927)      ($193,923)
                                 -----------------------------------------------------------------------------------------
Effective Gross Income           $4,907,828      $5,140,851      $5,183,151      $5,121,759    $3,457,305      $6,270,185

EXPENSES
  Real Estate Taxes                $466,454        $482,780        $499,677        $517,166      $535,267        $554,001
  Operating Expenses               $966,682      $1,000,515      $1,035,533      $1,071,777    $1,109,289      $1,148,115
  General & Administrative         $152,861        $158,211        $163,749        $169,480      $175,412        $181,551
  Management                        $98,157        $102,817        $103,663        $102,435       $69,146        $125,404
                                 -----------------------------------------------------------------------------------------
TOTAL EXPENSES                   $1,684,154      $1,744,323      $1,802,622      $1,860,858    $1,889,114      $2,009,071

                                 ========================================================================================
Net Operating Inco               $3,223,674      $3,396,528      $3,380,529      $3,260,901    $1,568,191      $4,261,114
                                 ========================================================================================

  Commissions                      $174,376              $0              $0              $0            $0        $911,448
  Capital Reserves                  $51,574         $53,379         $55,247         $57,181       $59,183         $61,254
  Alterations                      $504,487              $0              $0              $0            $0      $2,636,918
                                 -----------------------------------------------------------------------------------------
                                 $2,493,237      $3,343,149      $3,325,282      $3,203,720    $1,509,008        $651,494
==========================================================================================================================
</TABLE>
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

Derivation of Terminal Value

      A terminal capitalization rate was used to estimate the market value of
the property at the end of the assumed investment holding period. We estimated
an appropriate terminal rate based on indicated rates in today's market.

            =============================================
                 Summary of Capitalization Rates
            =============================================
                 Sale                   Capitalization
                 No.                        Rate
            =============================================
                  1                          N/A
                  2                          8.40%
                  3                          8.75%
                  4                         10.01%
            =============================================

      The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 8.40 to 10.01 percent. A premium was added to
today's rate to allow for the risk of unforeseen events or trends which might
affect our estimate of net operating income during the holding period, including
a possible deterioration in market conditions for the property. Investors
typically add 50 to 100 basis points to the "going-in" rate to arrive at a
terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys.

Discount Rate Analysis

      We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

         ==============================================================
                           Autumn 1996 Investor Survey
                            Suburban Office Building
         ==============================================================
                      Going-in           Terminal             IRR
                  Low       High      Low       High     Low      High
         ==============================================================
         Mean    8.80%      9.50%    9.30%     9.90%    11.2%     11.6%
         Range   8.00%      11.0%    8.00%     11.0%    10.0%     13.0%
         ==============================================================

      The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring high-grade investment properties in
the United States. Generally speaking, our survey reveals terminal
capitalization rates of 8.0 to 11.0 percent with the average low and high
responses of 9.3 and 9.9 percent for investment grade offices in non-CBD
suburban locations.

================================================================================


                                      -60
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================
                      
      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant rollovers; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

      The Washington, D.C. area has been consistently cited as one of the top
office investment markets in the country. With the strength of the office demand
created by the federal government and the national and international entities
that must locate in close proximity to the seat of government, this market is
highly regarded among investors. With the persistent questions about future
federal employment, and hence office space demand, some caution is warranted.
Even so, the capitalization rates and yield rates required by investors for
quality properties in the metropolitan area are consistently among the lowest in
the nation.

      In our DCF model, we selected a terminal capitalization rate that
accounted for the anticipated holding period and reflected the subject's
tenancy, quality and location. This rate also reflected the risk involved in our
DCF analysis based on the income and expense projections that were modeled, as
well as the approximate age of the property at the end of the holding period.
The rate we selected reflects the low rollover risk over the holding period, the
upside potential of the property due to GRCs below market lease, as well as the
strength of the Tysons Comer office market. Our discount rate is well supported
by the comparable rsales presented in the Sales Comparison Approach, with
details included in the Addenda.

Conclusion

      Using a 9.5 percent terminal rate and an 11.0 percent discount rate, our
cash flow model indicated a value of $32,500,000 or $160.35 per square foot, as
shown on the following page. This value estimate produces an implied going-in
capitalization rate of 10.5 percent, which is above the range generally
required by investors as noted in the Cushman & Wakefield Investor Survey. We
deem this reasonable because of the property's significant upside potential due
to GRC's lease terms that affect 82 percent of the project, as well as
improving market conditions.

================================================================================


                                      -61-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Income Approach
================================================================================

      Regarding the composition of the yield, as analyzed in the Discounted Cash
Flow Analysis chart, 62 percent of the subjects ultimate yield is derived from
the cash flow of the property with the balance attributable to the reversion or
resale of the property at the conclusion of the holding period. Typical investor
requirements dictate that a substantial amount of the value be derived from the
cash flow. Greater risk is evident when the reversion provides a larger
percentage of the overall return than the cash flows. The average cash on cash
return is 9.3 percent, based on this value conclusion. This rate would generate
investor interest because the yields are appropriate relative to the risks
involved.

      Thus, it is our opinion that the market value of the property by the
Income Approach, is $32,500,000.

================================================================================


                                      -62-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Plaza 1900
                                1900 Gallows Road
                        McLean, Fairfax County, Virginia

                          Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
================================================================================================================
                    NET                      DISCOUNT      PRESENT                                     ANNUAL
CALENDAR           CASH                      FACTOR @      VALUE OF           COMPOSITION         CASH ON CASH
    YEAR           FLOW                        11.00%     CASH FLOWS             OF YIELD               RETURN
================================================================================================================
<S>              <C>                <C>       <C>            <C>                   <C>             <C>   
    1998         $3,377,979         X         0.90090          $3,043,224           9.36%            10.39%
    1999         $3,242,956         X         0.81162          $2,632,056           8.09%             9.98%
    2000         $3,093,073         X         0.73119          $2,261,628           6.95%             9.52%
    2001         $3,124,725         X         0.65873          $2,058,353           6.33%             9.61%
    2002         $3,004,193         X         0.59345          $1,782,842           5.48%             9.24%
    2003         $3,067,296         X         0.53464          $1,639,902           5.04%             9.44%
    2004         $3,449,880         X         0.48166          $1,661,664           5.11%            10.62%
    2005         $2,493,237         X         0.43393          $1,081,882           3.33%             7.67%
    2006         $3,343,149         X         0.39092          $1,306,920           4.02%            10.29%
    2007         $3,325,282         X         0.35218          $1,171,113           3.60%            10.23%
    2008         $3,203,720         X         0.31728          $1,016,487           3.13%             9.86%
    2009         $1,509,008         X         0.28584            $431,336           1.33%             4.64%
                                                                 --------
    Total Present Value of Cash Flows                         $20,087,406          61.76%             9.29%
                                                                                                   Average
    Reversion:
    2010         $4,261,114 (1)    /            9.50%        $44,853,832
                   Less: Cost of Sale @         3.00%         $1,345,615
                                                             -----------
                   Net Reversion                             $43,508,217
                   X Discount Factor                             0.28584
                                                                 -------

    Total Present Value of Reversion                         $12,436,424           38.24%

    Total Present Value of Cash Flow                         $32,523,831          100.00%

                                   ROUNDED:                  $32,500,000
                                                             ===========

                                   ------------------------------------------------------
                                   Gross Leasable Area (S.F.):                    202,684
                                   Per Square Foot of Gross Leasable Area:        $160.35
                                   Implicit Going-In Capitalization Rate:
                                     Year One NOI                              $3,418,516
                                     Going-in Capitalization Rate:                  10.5%
                                   ------------------------------------------------------

    Note: (1) Net Operating Income
================================================================================================================
</TABLE>

                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We employed all three approaches to value in our analysis. The indicated
values are shown below:

                    Sales Comparison Approach                        $33,000,000
                    Income Approach                                  $32,500,000

      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are interdependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      Based on the above discussion, we have formed an opinion that the
prospective market value of the leased fee estate in the subject property,
subject to the assumptions, limiting conditions, certifications and definitions
as of July 1, 1997, was:

                THIRTY TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $32,500,000

Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal, whereas exposure time is presumed
to precede the effective date of appraisal. The estimate of marketing time uses
some of the same data analyzed in the process of estimating the reasonable
exposure time and is not intended to be a prediction of a date of sale.

================================================================================


                                      -64-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                       Reconciliation and Final Value Conclusion
================================================================================
               

      Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would be about 12 months.


================================================================================


                                      -65-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================
              
"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -66-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================
               
6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them)";
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    In preparing this appraisal, we have relied on the rent roll and the
      history of income and expenses furnished by the owner or the management
      company representing the owner. We have not reviewed actual tenant leases.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

================================================================================


                                      -67-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================
                           

      We certify that, to the best of our knowledge and belief:

1.    John H. Trowbridge inspected the property and prepared the report, and
      Donald R. Morris, MAI, Manager, Cushman & Wakefield of Washington D.C.,
      Valuation Advisory Services, reviewed and approved the report.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions and conclusions were developed, and this report has
      been prepared, in conformity with the Uniform Standards of Professional
      Appraisal Practice of the Appraisal Foundation and the Code of
      Professional Ethics and the Standards of Professional Appraisal Practice
      of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, Donald R. Morris, MAI, has completed the
      requirements of the continuing education program of the Appraisal
      Institute.

10.   We estimate that the prospective market value of the leased fee estate in
      the existing office building, subject to the assumptions, limiting
      conditions, certifications and definitions as of July 1, 1997 is
      $32,500,000.

COMMONWEALTH OF VIRGINIA                 COMMONWEALTH OF VIRGINIA           
   JOHN H. TROWBRIDGE                         Donald R. Morris      
     No. 4001-004035                          No. 4001-002465       
    Certified General                        Certified General      
       Real Estate                              Real Estate         
        Appraiser                                Appraiser          
                                                                    
                                                                    
/s/ John H. Trowbridge                   /s/ Donald R. Morris       
John H. Trowbridge                       Donald R. Morris, MAI      
Valuation Advisory Service               Valuation Advisory Service 
Virginia Certified General               Virginia Certified General 
Appraiser No. 4001-004035                Appraiser No. 4001-004035  

================================================================================


                                      -68-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================




================================================================================


                                      -69-
                                                            CUSHMAN &
                                                            WAKEFIELD(R)        
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         Addenda
================================================================================


                              Improved Sales Comparables
<PAGE>

                                                        OFFICE BUILDING OFFERING
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

I-1                                            Sale

Building Name:                                 Centerpointe I and II

Location:                                      4000 and 4050 Legato Road
                                               Fairfax, Fairfax County, VA

Grantor:                                       Joshua Realty Corporation
                                               (GE Investments)

Grantee:                                       Beacon Properties

Date of Offering:                              August 96

Recording Data:                                Deed Book 9986, Page 825

Recording Date:                                05/01 /97

Physical Description:

 Land Area:                                    17.00 Acres
 Net Rentable Area:                            408,111 Square Feet
<PAGE>

                                                        OFFICE BUILDING OFFERING
================================================================================

I-1 Continued

  Year Built:                                     Circa 1988
  Occupancy at Sale:                              100 %
  Parking:                                        Structured; 3.6/1 000
  Quality:                                        Excellent
  Construction:                                   Masonry and Glass
  Stories:                                        11

Sale Price:                                       $55,000,000

Terms of Sale:                                    All Cash to Seller
                                                  Purchaser is a REIT

Sale Price/Square Foot (RSF):                     $134.77

Centerpointe I:                                   203,630 SF NRA, Yr Built: 1988

Centerpointe II:                                  204,481 SF NRA, Yr Built: 1990

COMMENTS:

      This is the sale of two, Class A suburban office buildings located at the
      intersection of West Ox Road and Legato Road, just south of US Route 50.
      The buildings are 100 percent occupied. The largest tenant is American
      Management Systems, who occupies all of Centerpointe I, containing 203,630
      square feet, or 50 percent of the project. AMS is currently paying about
      $15.00 per square foot in rent. Rollover is minimal until the year 2007,
      when the building incurrs a 74 percent turnover. The price is based on
      IRRs in the 11.0 to 11.5 percent range. Actual rents at the time of
      sale ranged from $15.00 to $29.00 per square foot, with an average rent
      of $16.80 per square foot. The contract price is $8,000,000 below the
      initial asking, or a 13% discount.

      DCA4-2581
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

I-2                                            Sale

Building Name:                                 Tysons Office Center

Location:                                      8133 Leesburg Pike
                                               Vienna, Fairfax County, VA

Parcel Number:                                 039-2-02-0041,0042

Grantor:                                       Tysons Office Center Limited
                                               Partnership (VIB Management)

Grantee:                                       Tysons Office Center, Inc.
                                               (Invesco)

Date of Sale:                                  04/16/97

Recording Data:                                Deed Book 9973, Page 1212

Recording Date:                                04/16/97

Physical Description:

 Land Area:                                    112,398 Square Feet
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-2 Continued

                                               2.58 Acres
  Net Rentable Area:                           142,000 Square Feet
  Year Built:                                  1981
  Occupancy at Sale:                           100 %
  Parking:                                     358 spaces
  Construction:                                Steel frame, reflective glass
  Zoning:                                      C3, Fairfax County
  Stories:                                     9

Sale Price:                                    $16,000,000

Terms of Sale:                                 Cash to Seller

Appraisal Indicators:
  Overall Rate (OAR):                          8.4%
  Discount Rate (IRR):                         12.0%

Sale Price/Square Foot (RSF):                  $112.68

Parking Ratio:                                 2.5 per 1,000 SF

Tenant Turnover:                               60-65% in 3 Years

Average Rents:                                 $3.00 to $3.50/SF Below Market

Rent Growth:                                   5%, 5%, 3.5% thereafter

COMMENTS:

      This is the sale of a Class B office building built in 1981 and located
      in the popular Tysons Corner submarket. The property was in good condition
      at the time of sale. The sellers recently spent about $3.OM on renovating
      the lobbies, restrooms, and on a new roof and mechanical upgrades.

      The buyers indicated that the building was 100 percent occupied at the
      time of sale but was subject to 60 to 65% tenant turnover in the first
      three years of ownership. These tenants had rents averaging around
      $16.50/SF compared to $20/SF for market rents. Hence, the buyer saw this
      as an opportunity to roll up a lot of below market leases, move them to
      market rents, and sell the property in four to seven years at a price that
      would still be attractive to the next owner. Because there is risk
      associated with this type of effort, and particularly because there is new
      construction being planned for competing markets; the buyer used a
      slightly higher IRR
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-2 Contiinued

      of 12.0 percent, compared to IRRs closer to 11.0% for their acquisition
      of Class A properties. The buyer also reported expenses of approx
      $7.00/SF.


      DCA4-4286
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

I-3                                            Sale

Building Name:                                 8280 Greensboro Drive

Location:                                      8280 Greensboro Drive
                                               McLean, Fairfax County, VA

Parcel Number:                                 029-3-15-001O-A

Grantor:                                       Tysons Corner Limited Partner-
                                               ship (Balcor)

Grantee:                                       Gateway Costal Properties, Inc
                                               (RREEF)

Date of Sale:                                  04/23/97

Recording Data:                                Deed Book 9978, Page 446

Recording Date:                                04/23/97

Physical Description: 

  Land Area:                                   115,140 Square Feet
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-3 Continued

                                               2.64 Acres
 Net Rentable Area:                            205,341 Square Feet
 Year Built:                                   1 985
 Occupancy at Sale:                            100%
 Parking:                                      547 spaces
 Construction:                                 Steel frame; reflective glass
 Zoning:                                       C4, Fairfax county
 Stories:                                      9

Sale Price:                                    $30,000,000

Terms of Sale:                                 Cash to Seller

Economic Indicators:
 Net Operating Income:                         $2,625,000       Buyer's Proforma

Appraisal Indicators:
 Overall Rate (OAR):                           8.75%

Sale Price/Square Foot (RSF):                  $146.10

Number of Tenants:                             24; largest = Deltek Systems 
                                               (25%)

Legal Description:                             Lot 1OA, Section 4, 
                                               Leasco Office Park

COMMENTS:

      This is the sale of a 9-story, Class A-, reflective glass office building
      loccated in Tysons Corner. The buyer would not divulge any detailed
      financial information on the property outside of the following data:

      The price equated to a going-in capitalization rate of about 8.75%.

      The purchaser's target yields (IRRs) for this market are between 10.75%
      for Class A, top of the market buildings with long term, stable income,
      and 12.0% for Class A-/B + buildings with below market existing rents.

      They are no longer assuming any major spikes in rent growth due to the
      anticipated new construction that will be delivered in the next 9 to 12
      months.

      They do examine replacement costs as a test of reasonableness regarding
      the spread between their acquisition relative to new product delivered at
      market rent levels.


      DCA4-4284
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

                               [GRAPHIC OMITTED]
                                    [PHOTO]

I-4                                             Sale

Building Name:                                  The Nortel Building

Location:                                       2010 Corporate Ridge
                                                McLean, Fairfax County, VA

Parcel Number:                                  39-2-1-62A

Grantor:                                        Northern Telecom, Inc.

Grantee:                                        Acquiport Corporate Ridge, Inc
                                                (Equitable Real Estate)

Date of Sale:                                   08/01/96

Recording Data:                                 Book 9776 Page 126

Recording Date:                                 08/07/96

Physical Description:

  Land Area:                                    288,090 Square Feet
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-4 Continued

                                               6.61 Acres
  Net Rentable Area:                           252,315 Square Feet
  Year Built:                                  1989
  Occupancy at Sale:                           98 %
  Parking:                                     4.0 per 1,000
  Quality:                                     Good
  Construction:                                Limestone and glass
  Zoning:                                      PDC, Planned Dev. Commercial
  Stories:                                     10

Sale Price:                                    $35,000,000

Terms of Sale:                                 All Cash to Seller
                                               Cash Equivalent

Economic Indicators:
  Effective Gross Income:                      $5,261,200      Buyer's Proforma
  Less: Operating Expenses:                    $1,766,200      Buyer's Proforma
  Net Operating Income:                        $3,495,000      Buyer's Proforma

Appraisal Indicators:
  Effective Gross Inc. Mult.:                  6.65
  Overall Rate (OAR):                          10.01%
  Discount Rate (IRR):                         11.75%

Sale Price/Square Foot (RSF):                  $138.72

Lease Expirations:                             7% 1996, 11% 1998, 
                                               14% 1999, 11% 2001

Rent Growth:                                   6% 1996, 1997, 1998

Major Tenant:                                  Nortel: 144,879 SF, $19.65/SF, 
                                               $3/SF Yr6

Estimated Market Rent At Sale:                 $20.00/SF

COMMENTS:

      This is the sale of a Class A building in the Tysons Corner submarket. The
      seller entered into a sale/leaseback agreement with the buyer and occupies
      144,879 square feet (57 percent) of the building at a lease rate of $19.65
      per square foot, full service, for a ten year term, with a rent step of
      $3.00 per square foot in year 6. There are no commissions or tenant
      improvements paid on the new lease. The balance of the building is leased
      to five credit-worthy tenants. The building features a cafeteria and
      fitness center.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-4 Continued

      The income durability is good, with limited rollover through the year
      2001. The stabilized capitalization rate of 10.01 percent is derived from
      the buyer's proforma. Their indicated cash-on-cash return was 9.1 percent.
      The buyer indicated that they were not the highest bidder on this
      sale-leaseback transaction, but were finally selected based on their
      ability to manage the building. Thus the transaction price per square foot
      is considered somewhat low, and the return and yield rates high. The
      listing broker reported an exposure time of less than three months.

      The purchaser reported rent growth of 6% in years 1996 through 1998, and
      4% thereafter, and basing the acquisition on an 11.75% IRR.

      DCA4-4023
<PAGE>

                                                                         Addenda
================================================================================

                          Income and Expense Statements
<PAGE>

 6/05/97 RFP2            - COMMONWEALTH ATLANTIC PROP -      FRO270-D PAGE     8
16:49:44 TWODOGSS1                                           V950623    AWHITE
                     ACCOUNT LEUEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Land                            CONSOL 100 %
Number 003           December 31, 1994                           C12 94 (01..12)

<TABLE>
<CAPTION>
                                              ------------ Current Month------------    ------------  Year to Date   -------------
                                                 ACTUAL                    Variance        ACTUAL                     Variance
- --------------------------------------------- ------------   ---------  -------------   ------------  -------------  -------------
Revenue
<C>       <C>                                    <C>              <C>      <C>            <C>                  <C>      <C>       
400-00    Land Rent                               40,500.00       0.00      40,500.00     475,690.06           0.00     475,690.06
419-99    Mgmt Fee Income - Inside                97,385.44-      0.00      97,395.44-          0.00           0.00           0.00
- --------------------------------------------- -------------  ---------  -------------   ------------  -------------  -------------
TOTAL Revenue                                     56,885.44-      0.00      56,885.44-    475,690.06           0.00     475,690.06

Operating Expenses
500-05    Property Tax-Developed Prop.             2,905.07-      0.00       2,905.07      48,342.28-          0.00      48,342.28-
- --------------------------------------------- -------------  ---------  -------------   ------------  -------------  -------------
TOTAL Operating Expenses                           2,905.07-      0.00       2,905.07-     48,342.28-          0.00      48,342.28-

- --------------------------------------------- -------------  ---------  -------------   ------------  ------------   -------------
Net Operating Income                              59,790.51-      0.00      59,790.5l-    427,347.78           0.00     427,347.78

Other Operating Sources (Uses)
205-00    Accrued Real Estate Taxes               35,497.30       0.00      35,497.30      50,000.00           0.00      50,000.00
- --------------------------------------------- -------------  ---------  -------------   ------------  -------------  -------------
TOTAL Other Operating Sources (Uses)              35,497.30       0.00      35,497.30      50,000.00           0.00      5O,000.00

- --------------------------------------------- -------------  ---------  -------------   ------------  -------------  -------------
Cash Flow From Operations                         24,293.21-      0.00      24,293.21-    477,347.78           0.00     477,347.78

Investment in Property and Partnerships
- --------------------------------------------- -------------  ---------  -------------   ------------  -------------  -------------
TOTAL Investment in Property and Partnerships          0.00       0.00           0.00           0.00           0.00           0.00

Other Sources (Uses)
305-00    Retained Earnings                      587,532.37-      0.00     587,532.37-    587,532.37-          0.00     587,532.37-
- --------------------------------------------- -------------  ---------  -------------   ------------  -------------  -------------
TOTAL Other Sources (Uses)                       587,532.37-      0.00     587,532.37-    587,532.37-          0.00     587,532.37-
============================================= =============  =========  =============   ============  =============  =============
Cash Flow (Deficit)                              611,825.58-      0.00     611,825.58-    110,184.59-          0.00     11O,184.59-
</TABLE>
<PAGE>

 6/05/97 RFP2            - COMMUNMEALTH ATLANTIC PROP -      FRO270-D PAGE     9
16:49:44 TWOD0GSS1                                           U950623   AWHITE
                     ACCOUNT LEVEL CASH FLOM MITH COST CODES

Report CASHFL10      Plaza 1700 - Land                            CONSUL 100 %
Number 003           December 31, 1994                           C12 94 (01..12)

<TABLE>
<CAPTION>
                                              -------------  Current Month  --------------   ------------  Year to Date -----------
                                                   ACTUAL                      Variance         ACTUAL                    Variance
- --------------------------------------------- -------------  ----------     --------------   ------------  -----------  -----------
<S>                                              <C>               <C>          <C>            <C>                <C>     <C>       
Plaza 1900 - Land                                611,825.58        0.00         611,825.58-    110,184.59         0.00    10,184.59-
</TABLE>
<PAGE>

6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP        FRO270-D PAGE    10
16:19:44 TWODOGSS1                                           V950623    AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSUL 100 %
Number 003           December 31, 1994                           C12 94 (01..12)

<TABLE>
<CAPTION>
                                           -------------  Current Month  -------------  --------------  Year to Date  -------------
                                                  ACTUAL                    Variance        ACTUAL                        Variance
- ------------------------------------------ -------------  -------------  -------------  --------------  ------------- -------------
Revenue
<C>                                          <C>                   <C>      <C>           <C>                   <C>   <C>    
120-00    Accounts Receivable Control              0.00            0.00           0.00          440.13-         0.00        440.13-
400-10    Base Rent                          359,611.01            0.00     359,611.01    4,327,451.46          0.00  4,327,451.46
403-00    Operating Expense Reimbursmnts     106,201.11            0.00     106,201.11      302,954.89          0.00    302,954.89
434-00    Miscellaneous Income                     0.00            0.00           0.00        1,075.00          0.00      1,075.00
- ------------------------------------------ ------------   -------------  -------------  --------------  ------------  ------------
TOTAL Revenue                                465,812.12            0.00     465,812.12    4,631,041.22          0.00  4,631,041.22
                                                                                                                      
Operating Expenses                                                                                                    
500-05    Property Tax-Developed Prop.        24,225.67-           0.00      24,225.67-    215,362.00-          0.00    215,362.00-
520-00    Utilities - Water & Sewer              243.23-           0.00         243.23-     16,705.76-          0.00     16,705.76-
520-05    Utilities - Electricity             31,593.91-           0.00      31,593.91-    347,779.32-          0.00    347,779.32-
530-00    Janitorial - Building Contract      38,480.55-           0.00      38,480.55-    168,349.46-          0.00    168,349.46-
531-00    Trash Removal - Contract             1,099.55-           0.00       1,099.55-     17,046.05-          0.00     17,046.05-
532-05    Landscape - Exterior                 2,373.88-           0.00       2,373.88-     44,659.57-          0.00     44,659.57-
532-10    Landscape - Interior                   491.15-           0.00         491.15-      2,748.35-          0.00      2,748.35-
533-20    Electrical - Repairs                 1,617.96-           0.00       1,617.96-      4,513.75-          0.00      4,513.75-
535-10    HUAC - Repairs                         129.82-           0.00         129.82-     29,518.72-          O.0O     29,518.72-
536-10    Parking - Striping & Repairs             0.00            0.00           0.00         128.50-          0.00        128.50-
537-02    Elevator - Repairs/Maintenince       2,389.34-           0.00       2,389.34-     14,159.92-          0.00     14,159.92-
537-10    Plumbing - Supplies & Repairs            0.00            0.00           0.00          76.66-          0.00         76.66-
537-15    Painting & Decorating                   83.57-           0.00          83.57-      1,197.39-          0.00      1,197.39-
537-20    Communication Systems                    9.95-           0.00           9.95-      1,765.93-          0.00      1,765.93-
537-21    Fire Alarm/Control Systems             223.20-           0.00         223.20-      7,809.61-          0.00      7,809.61-
537-26    Pest Control                            92.00-           0.00          92.00-        598.00-          0.00        598.00-
537-31    Locks and keys                           0.00            0.00           0.00          73.99-          0.00         73.99-
537-32    Uniforms                               485.59-           0.00         485.59-      1,804.43-          0.00      1,804.43-
537-33    Signage                                  0.00            0.00           0.00       1,783.90           0.00      1,783.90
537-50    Other Repairs & Maintenance          3,455.46-           0.00       3,455.46-     13,573.82-          0.00     13,573.82-
541-05    Business Tax/License                     0.00            0.00           0.00      24,701.57-          0.00     24,701.57-
648-00    Management Fees Exp - Outside        5,833.33-           0.00       5,833.33-     69,999.96-          0.00     69,999.96-
- ------------------------------------------ ------------   -------------  -------------  -------------   ------------  ------------
TOTAL Operating Expenses                     112,828.16-           0.00     112,828.16-    980,788.86-          0.00   980,788.86-
</TABLE>
<PAGE>

6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -      FR0270-D PAGE    11
16:49:44 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1994                           C12 94 (01..12)

<TABLE>
<CAPTION>
                                             ----------------   Current Month   ------------
                                                      ACTUAL                       Variance    
- -------------------------------------------- ----------------   ------------    ----------- 
<S>        <C>                                       <C>                <C>        <C>         
General &  Administrative Expenses
600-20     Prop. Mgmt & Maint. Salaries              6,740.95-          0.00       6,740.85-   
600-22     PM & Maint. Group Insurance                   0.00           0.00           0.00    
620-00     Legal Fees                                    0.00           0.00           0.00    
630-00     Advertising/Marketing Costs                   0.00           0.00           0.00    
630-50     Other Leasing Expense                         0.00           0.00           0.00    
640-04     G&A - Training                                0.00           0.00           0.00    
640-21     Office Equip. Purchase/Repair                 0.00           0.00           0.00    
640-24     Telephone Expenses                          202.77-          0.00         202.77-   
640-30     Freight, Postage and Delivery                 0.00           0.00           0.00    
640-50     Other G&A Expenses                          549.63-          0.00         549.63-   
648-99     Management Fees Exp - Inside             12,799.15-          0.00      12,799.15-   
660-20     Interest Exp - Permanent Loan           110,000.00-          0.00     110,000.00-   
661-05     Land Lease Expense                       40,500.00-          0.00      40,500.00-   
- -------------------------------------------- ----------------   ------------    ----------- 
TOTAL General & Administrative Expenses            170,792.40-          0.00     170,792.40-   

- -------------------------------------------- ----------------   ------------    ----------- 
Net Operating Income                               182,191.56           0.00     182,191.56    

Other Operating Sources (Uses)
205-00     Accrued Real Estate Taxes                64,608.61-          0.00      64,608.61-   
163-00     Prepaid Expenses                        150,500.00-          0.00     150,500.00-   
- -------------------------------------------- ----------------   ------------    ----------- 
TOTAL Other Operating Sources (Uses)               215,108.61-          0.00     215,108.61-   

- -------------------------------------------- ----------------   ------------    ----------- 
Cash Flow From Operations                           32,917.05-          0.00      32,917.05-   

Investment in Property and Partnerships
133-50     Land Imports-Depreciating Bal.          450,048.00-          0.00     450,048.00-   
140-00     Construction Work In Process            122,923.00-          0.00     122,923.00-   

<CAPTION>

                                               -----------   Year to Date        ------------
                                                   ACTUAL                          Variance
- --------------------------------------------   -----------   -----------         ------------
General &  Administrative Expenses
<S>        <C>                                <C>                   <C>        <C>          
600-20     Prop. Mgmt & Maint. Salaries          74,193.08-         0.00          74,193.08-  A
600-22     PM & Maint. Group Insurance              126.00-         0.00             126.00-  A
620-00     Legal Fees                             1,293.80-         0.00           1,293.80-  A
630-00     Advertising/Marketing Costs            9,714.58-         0.00           9,714.58-  A
630-50     Other Leasing Expense                     21.07-         0.00              21.07-  A
640-04     G&A - Training                           500.00-         0.00             500.00-  A
640-21     Office Equip. Purchase/Repair            271.70-         0.00             271.70-  A
640-24     Telephone Expenses                     2,559.86-         0.00           2,559.86-  A
640-30     Freight, Postage and Delivery          2,795.38-         0.00           2,795.38-  A
640-50     Other G&A Expenses                     4,631.31-         0.00           4,631.31-  A
648-99     Management Fees Exp - Inside         110,184.59-         0.00         110,184.59-  Fu
660-20     Interest Exp - Permanent Loan      1,320,000.00-         0.00       1,320,000.00-  A
661-05     Land Lease Expense                   486,000.00-         0.00         496,000.00-  X
- --------------------------------------------   -----------   -----------         ----------
TOTAL General & Administrative Expenses       2,012,291.37-         0.00       2,012,291.37-
                                                            
- --------------------------------------------   -----------   -----------         ----------
Net Operating Income                          1,637,960.99          0.00       1,637,960.99
                                                            
Other Operating Sources (Uses)                              
205-00     Accrued Real Estate Taxes                  0.06-         0.00               0.06-
163-00     Prepaid Expenses                     150,500.00-         0.00         150,500.00-
- --------------------------------------------   -----------   -----------         ----------
TOTAL Other Operating Sources (Uses)            150,500.06-         0.00         150,500.06-
                                                            
- --------------------------------------------   -----------   -----------         ----------
Cash Flow From Operations                     1,487,460.93          0.00       1,487,460.93
                                                            
Investment in Property and Partnerships                     
133-50     Land Imports-Depreciating Bal.       450,048.00-         0.00         450,048.00-
140-00     Construction Work In Process         299,680.37-         0.00         299,680.37-
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    12
16:49:44 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1994                           C12 94 (01..12)

<TABLE>
<CAPTION> 
                                             ----------   Current Month   ---------    -----------   Year to Date    ------------ 
                                                 ACTUAL                   Variance       ACTUAL                         Variance   
- -------------------------------------------  --------------   ------    -----------    -----------   -----------     ------------ 
<S>        <C>                                 <C>              <C>     <C>            <C>                  <C>      <C>         
140-50     Bldg & Inprvmts-Deprec Balance      2,624,481.00     0.00    2,624,481.00   2,624,481.00         0.00     2,624,481.00
145-00     Building Furniture & Fixtures           1,019.00-    0.00        1,019.00-      1,019.00-        0.00         1,019.00-
145-50     Bldg F&F - Depreciating Bal.        2,176,322.25-    0.00    2,176,322.25-  2,176,322.25-        0.00     2,176,322.25-
152-00     Equipment Adds-Current Year             1,019.00     0.00        1,019.00           0.00         0 00             0.00
152-50     Conputers/Equip Deprec Balance          1,889.25     0.00        1,889.25       1,889.25         0 00         1,889.25
160-50     Ppd Leasing-Amortizing Balance          2,814.40-    0.00        2,841.40-      2,841.40-        0.00         2,841.40-
170-00     Utility Deposit/Surety Bond                 0.00     0.00            0.00       1,100.00-        0 00         1,100.00-
171-10     Deferred Charges                      100,000.00     0.00      100,000.00           0.00         0 00             0.00
- -------------------------------------------  --------------   ------    -----------    -----------   -----------     ------------ 
TOTAL Investment in Property and Partnerships     25,764.40-    0.00       25,764.40-    304,640.77-        0.00       304,640.77-
                                                                        
Other Sources (Uses)                                                    
120-30     Other Trade Receivable                      0.00     0.00            0.00       2,358.00-        0.00         2,358.00-
305-00     Retained Earnings                   1,330,962.16-    0.00    1,330,962.16-  1,330,962.16-        0.00     1,330,962.16-
- -------------------------------------------  --------------   ------    -----------    -----------   -----------     ------------ 
TOTAL Other Sources (Uses)                     1,330,962.16-    0.00    1,330,962.16-  1,333,320.16-        0.00     1,333,320.16-

===========================================  ==============   ======    ===========    ===========   ===========     =============
Cash Floss (Deficit)                           1,389,643.61-    0.00    1,389,643.61-    150,500.00-        0.00       150,500.00-
===========================================  ==============   ======    ===========    ===========   ===========     =============

Plaza 1900 - Building                          1,389,643.61     0.00    1,389,643.61-    150,500.00         0.00       150,500.00-
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    12
16:47:53 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1995                           C12 95 (01..12)

<TABLE>
<CAPTION> 
                                             --------------  Current Month  -----------    -----------   Year to Date  ------------ 
                                                 ACTUAL         BUDGET       Variance        ACTUAL        BUDGET        Variance  
- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------
<S>        <C>                                 <C>            <C>           <C>            <C>           <C>           <C>         
Revenue
400-00     Land Rent                              40,500.00    41,500.00       1,000.00-    486,000.00    498,000.00      12,000.00-
- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------
TOTAL Revenue                                     10,500.00    41,500.00       1,000.00-    486,000.00    498,000.00      12,000.00-

Operating Expenses
500-05     Property Tax-Developed Prop.                0.00         0.00           0.00      48,342.29-         0.00      48,342.29-
- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------
TOTAL Operating Expenses                               0.00         0.00           0.00      48,342.29-         0.00      48,342.29-

General &  Administrative Expenses
620-00     538-043 Leasing Legal                       0.00         0.00           0.00         556.50-         0.00         556.50-
620-00     Legal Fees                                  0.00         0.00           0.00         556.50-         0.00         556.50-
640-30     Freight, Postage and Delivery               0.00         0.00           0.00          16.00-         0.00          16.00-
- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------
TOTAL General & Administrative Expenses                0.00         0.00           0.00         572.50-         0.00         572.50-
- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------

Net Operating Incone                              40,500.00    41,500.00       1,000.00-    437,085.21    498,000.00      60,914.79-

Other Operating Sources (Uses)

- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------
TOTAL Other Operating Sources (Uses)                   0.00         0.00           0.00           0.00          0.00            0.00
- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------
Cash Flow From Operations                         40,500.00    41,500.00       1,000.00-    437,085.21    498,000.00      60,914.79-

Investment in Property and Partnerships
- -------------------------------------------  --------------   ----------    -----------    -----------   -----------   ------------
TOTAL Investment in Property and Partnerships          0.00         0.00           0.00           0.00          0.00           0.00

Other Sources (Uses)
</TABLE>
<PAGE>

 6/05/97 RFP2         - COMMONWEALTH ATLANTIC PROP -           FR0270-D PAGE 13
16:47:53 TWODOGSS1                                             V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Land                         CONSOL 100 %
Number 003           December 31, 1995                         C12 95 (01..12)

<TABLE>
<CAPTION>
                                                      ----------------     Current Month      ---------------- 
                                                             ACTUAL              BUDGET            Variance    
- ----------------------------------------------------  ----------------    ----------------    ---------------- 
- ----------------------------------------------------  ----------------    ----------------    ---------------- 
<S>                                                          <C>                 <C>                 <C>  
TOTAL Other Sources (Uses)                                        0.00                0.00                0.00 

====================================================  ================    ================    ================ 
Cash Flow (Deficit)                                          40,500.00           41,500.00            1,000.00-
====================================================  ================    ================    ================ 

Plaza 1900 - Land                                            40,500.00-          41,500.00-           1,000.00-

<CAPTION>

                                                      ----------------      Year to Date      ---------------
                                                              ACTUAL              BUDGET           Variance
- ----------------------------------------------------  ----------------   ----------------    ----------------
- ----------------------------------------------------  ----------------   ----------------    ----------------
<S>                                                         <C>                <C>                 <C> 
TOTAL Other Sources (Uses)                                        0.00               0.00                0.00

====================================================  ================   ================    ================
Cash Flow (Deficit)                                         437,085.21          498,000.00          60,914.79-
====================================================  ================   ================    ================

Plaza 1900 - Land                                           437,085.21-         498,000.00-         60,914.79-
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    14
16:47:53 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1995                           C12 95 (01..12)

<TABLE>
<CAPTION> 
                                             --------------  Current Month  -----------    -----------   Year to Date  ------------ 
                                                 ACTUAL         BUDGET       Variance        ACTUAL        BUDGET        Variance  
- -------------------------------------------  --------------   ----------    -----------   ------------  ------------   ------------
<S>        <C>                                 <C>            <C>           <C>            <C>           <C>           <C>         
Revenue
400-10     Base Rent                             364,962.17   364,963.00           0.83-  4,369,968.18  4,369,974.00           5.82-
403-00     Operating Expense Reinbursnnts              0.00       426.00         426.00-          0.00      5,112.00       5,112.00-
403-04     Exp Reirib   Electricity/Gas           26,796.96    29,730.00       2,933.04-    324,117.55    365,433.00      41,315.45-
403-06     Exp Reinb - Miscellaneous                   0.00         0.00           0.00         487.26          0.00         487.26
405-05     Tenant Direct Bulback Incone                0.00         0.00           0o00       1,075.70          0.00       1,075.70
434-00     Miscellaneous Incone                        0.00         0.00           0.00         500.00          0.00         500.00
- -------------------------------------------  --------------   ----------    -----------   ------------  ------------   ------------
TOTAL Revenue                                    391,759.13   395,119.00       3,359.87-  4,696,148.69  4,740,519.00      44,370.31-

Operating  Expenses
500-05     Property Tax-Developed Prop.                0.06-   22,597.36-     22,597.30     220,511.18-   271,168.32-     50,657.14
500-50     Property Tax-Other                          0.00         0.00           0.00           0.00     11,267.00-     11,267.00
510-00     Insurance - Unbrella                        0.00         0.00           0.00           0.00      2,500.00-      2,500.00
510-10     Insurance - Property Package           12,070.64-        0.00      12,070.64-     12,070.64-         0.00      12,070.64-
510-20     Insurance - Fire/Extended Cvge              0.00         0.00           0.00           0.00     12,316.00-     12,316.00
510-30     Insurance - Boiler                          0.00         0.00           0.00           0.00      1,678.00-      1,678.00
520-00     Utilities - Water & Sewer                   0.00         0.00           0.00      15,933.16-    14,520.00-      1,413.16
520-05     Utilities - Electricity                30,281.13-   29,686.00-        595.13-    359,876.80-   363,810.00-      3,933.20
520-10     Utilities - Gas                             0.00         0.00           0.00         175.83-         0.00         175.83-
520-15     Utilities - Fuel Oil                        0.00         0.00           0.00            .00        400.00-        400.00
520-50     Utilities - Other                           0.00       135.00-        135.00         750.00-     1,620.00-        870.00
530-00     Janitorial - Building Contract         31,383.88-   12,961.00-     18,422.88-    150,315.69-   154,332.00-      4,016.31
530-10     Janitorial - Window Washing                 0.00         0.00           0.00       7,600.00-     3,960.00-      3,640.00
530-20     Janitorial - Carpet Cleaning                0.00       600.00-        600.00         397.76-     7,200.00-      6,802.24
530-30     Janitorial - Supplies                       0.00        10.00-         10.00           0.00        120.00-        120.00
531-00     Trash Removal - Contract                1,173.38-      693.00-        480.38-     15,662.99-     8,196.00-      7,466.99-
531-50     Trash Removal - Other                       0.00         0.00           0.00         660.00-         0.00         660.00-
532-00     Landscape - Park Maintenance                0.00         0.00           0.00         306.19-         0.00         306.19-
532-05     Landscape - Exterior                    1,476.66-    1,426.00-         50.66-     16,988.03-    18,919.00-      2,029.97
532-10     Landscape - Interior                      177.65-    1,678.00-      1,500.35       2,471.15-     3,636.00-      1,164.85
532-15     Landscape - Irrigation                      0.00         0.00           0.00         843.78-     1,600.00-        756.22
</TABLE>
<PAGE>                                         

 6/05/97 RFP2            - COMMONWEALTH ATLANTIC PROP -         FR0270-D PAGE 15
16:47:53 TWODOGSS1                                              V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                       CONSOL 100 %
Number 003           December 31, 1995                           C12 95 (01..12)

<TABLE>
<CAPTION> 
                                        --------------   Current Month   ------------   -------------   Year to Date    ------------
                                              ACTUAL           BUDGET      Variance          ACTUAL          BUDGET       Variance  
- --------------------------------------  --------------   -------------   ------------   -------------   -------------   ------------
<S>     <C>                                   <C>             <C>           <C>            <C>             <C>            <C>
532-20  Landscape - Seasonal Color-Ext            0.00          800.00-       800.00          652.00-       7,800.00-     7,148.00
532-25  Landscape - Seasonal Color-Int          313.50-           0.00        313.50-         313.50-           0.00        313.50-
532-50  Landscape - Other                       300.00-         700.00-       400.00        5,658.88-       6,900.00-     1,241.12
533-00  Electrical - Supplies                     0.00            0.00          0.00          480.28-           0.00        480.28-
533-20  Electrical - Repairs                    185.50-         100.00-        85.50-       1,174.50-       5,813.00-     4,638.50
533-50  Electrical - Other                        0.00            0.00          0.00        1,350.00-           0.00      1,350.00-
534-00  Lighting - Supplies                     180.26-         400.00-       219.74        4,694.29-       4,800.00-       105.71
534-10  Lighting - Repairs                        0.00            0.00          0.00        7,032.43-           0.00      7,032.43-
535-00  HVAC - Supplies                          90.92-         100.00-         9.08        4,361.93-       8,860.00-     4,498.07
535-05  HVAC - Contract                           0.00          243.00-       243.00        8,163.50-       9,336.00-     1,172.50
535-10  HVAC - Repairs                          281.11-       1,000.00-       718.89        4,988.09-      12,000.00-     7,011.91
535-20  HVAC - Chillers                         243.23-           0.00        243.23-       2,407.12-           0.00      2,407.12-
535-50  HVAC - Other                              0.00            0.00          0.00        2,943.17-           0.00      2,943.17-
536-00  Parking - Sweeping                        0.00            0.00          0.00        1,350.00-       1,500.00-       150.00
536-10  Parking - Striping & Repairs              0.00          100.00-       100.00        3,620.00-       1,200.00-     2,420.00-
536-50  Parking - Other                           0.00            0.00          0.00            0.00        1,500.00-     1,500.00
537-02  Elevator - Repairs/Maintenance          120.00-          50.00-        70.0-        5,177.10-       7,300.00-     2,122.90
537-03  Elevator - Contract                     996.88-         959.00-        37.88-      10,813.36-      11,396.00-       582.61
537-05  Elevator - Other                      2,895.00-           0.00      2,895.00-       4,382.00-       1,487.00-     2,895.00-
537-10  Plumbing - Supplies & Repairs            68.23-         175.00-       106.77        1,803.50-       2,100.00-       296.50
537-11  Restroom Supplies                         0.00            0.00          0.00          705.75-           0.00        705.75-
537-15  Painting & Decorating                     0.00           50.00-        50.00        1,803.87-       1,000.00-       803.87-
537-16  Walk-off Mats                           196.14-           0.00        196.14-       1,698.78-           0.00      1,698.78-
537-17  Carpets/Floors-Repairs & Maint            0.00           50.00-        50.00        3,448.72-       3,600.00-       151.28
537-20  Communication Systems                    21.90-          30.00-         8.10          234.95-         360.00-       125.05
537-21  Fire Alarm/Control Systems              770.33-           0.00        770.33-       4,268.73-       5,640.00-     1,371.27
537-22  Energy Management Systems               150.00-           0.00        150.00-       2,925.25-       7,668.00      4,742.75
537-25  Snow Removal                          1,536.56-         650.00-       886.56-       8,830.66-       4,550.00-     4,280.66-
537-26  Pest Control                             46.00-          45.00-         1.00-         506.00-         540.00-        34.00
537-30  Supplies and Tools                      153.05-         125.00-        28.05-       1,380.81-       1,500.00-       119.19
537-31  Locks and Keys                            0.00           50.00-        50.00          268.64-         600.00-       331.36
537-32  Uniforms                                324.75-         136.00-       188.75-       1,680.68-       1,632.00-        48.68-
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    16
16:47:53 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1995                           C12 95 (01..12)

<TABLE>
<CAPTION> 
                                         ------------   Current Month   -----------   -------------   Year to Date    -----------
                                             ACTUAL           BUDGET      Variance          ACTUAL          BUDGET       Variance
- ---------------------------------------  ------------   -------------   -----------   -------------   -------------   -----------
<S>     <C>                                <C>             <C>            <C>          <C>             <C>              <C>
537-33  Signage                              2,358.00-           0.00      2,358.00-       4,716.00-       2,200.00-     2,516.00-
537-35  Roof Repairs & Maintenance               0.00            0.00          0.00        1,450.00-           0.00      1,450.00-
537-40  Tenant Direct Billback Expense          95.00-           0.00         95.00-       1,478.10-       4,000.00-     2,521.60
537-50  Other Repairs & Maintenance          4,252.00-         465.00-     3,787.00-       7,674.36-      15,191.00-     7,516.64
541-05  Business Tax/License                     0.00            0.00          0.00       12,037.91-           0.00     12,037.91-
648-00  Managenent Fees Exp - Outside        6,666.67-       6,667.00-         0.33       80,000.04-      80,004.00-         3.96
- ---------------------------------------  ------------   -------------   -----------   -------------   -------------   -----------
TOTAL   Operating Expenses                  99,808.43-      82,681.36-    16,127.07-   1,010,939.10-   1,087,719.32-    76,779.92

General &  Administrative Expenses
600-20  Prop. Mgmt & Maint. Salaries         5,027.81-       5,925.00-       897.19       63,112.10-      71,100.00-     7,987.60
600-21  PM & Maint. Payroll Taxes              358.18-         445.00-        86.52        4,370.19-       5,340.00-       969.51
600-22  PM & Maint. Group Insurance            275.83-         377.00-       101.17        3,344.01-       4,524.00-     1,179.96
600-23  PM & Maint. Workers' Comp.               0.00            0.00          0.00        3,498.00-       2,766.00-       732.00-
609-15  Employee Education Expenses             23.71-         805.00-       781.29          115.11-       1,710.00-     1,594.89
620-00       538-043 Leasing Legal               0.00            0.00          0.00          330.00-           0.00        330.00-
620-00  Legal Fees                               0.00            0.00          0.00          330.00-           0.00        330.00-
630-16  Leasing-Meals & Entertainment            0.00            0.00          0.00            0.00          300.00-       300.00
630-18  Project Promotional Expense          1,433.99-       2,000.00-       566.01       10,834.35-      10,000.00-       834.35-
640-02  G&A - Mileage Reimbursement            234.91-          30.00-       204.91-         827.98-         360.00-       467.98-
640-03  G&A - Meals & Entertainment              0.00            0.00          0.00           50.79-           0.00         50.79-
640-20  Stationery and Office Supplies           0.00           50.00-        50.00          224.14-         600.00-       375.86
640-24  Telephone Expenses                     192.83-         190.00-         2.83-       2,458.40-       2,280.00-       178.40-
640-30  Freight, Postage and Delivery           21.75-           0.00         21.75-         479.25-           0.00        479.25-
648-99  Management Fees Exp - Inside         3,795.45        9,138.00-    12,933.45      107,845.91-     409,613.00-     1,767.09
660-20  Interest Exp - Permanent Loan      110,000.00-     110,000.00-         0.00    1,320,000.00-   1,320,000 00-         0.00
661-05  Land Lease Expense                  40,500.00-      41,500.00-     1,000.00      486,000.00-     498,000.00-    12,000.00
661-15  Casualty (Loss) Income                   0.00            0.00          0.00        5,600.00-           0.00      5,600.00-
- ---------------------------------------  ------------   -------------   -----------   -------------   -------------   -----------
TOTAL General & Administrative Expenses    154,273.89-     170,460.00-    16,186.11    2,009,090.86-   2,026,593.00-    17,502.14

- ---------------------------------------  ------------   -------------   -----------   -------------   -------------   -----------
Net Operating Income                       138,676.81      141,977.64       3,300.83-   1,676,118.43    1,626,206.68     49,911.75
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    17
16:47:53 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1995                           C12 95 (01..12)

<TABLE>
<CAPTION> 
                                        -------------   Current Month  -------------   -------------   Year to Date   -------------
                                              ACTUAL          BUDGET       Variance         ACTUAL         BUDGET        Variance  
- --------------------------------------  -------------   -------------  -------------   -------------   ------------   -------------
<S>     <C>                             <C>               <C>          <C>             <C>             <C>             <C> 
Other Operating Sources (Uses)                                                                                       
205-00  Accrued Real Estate Taxes                0.06     120,915.41-     120,915.70            0.06      15,857.68-      15,857.74
220-00  Interest Payable                   110,000.00-          0.00      110,000.00-     110,000.00-          0.00      110,000.00-
163-00  Prepaid Expenses                         0.00           0.00            0.00      150,500.00           0.00      150,500.00
- --------------------------------------  -------------   -------------  -------------   -------------   ------------   -------------
TOTAL Other Operating Sources (Uses)       109,999.94-    120,915.64-      10,915.70       40,500.06      15,857.68-      56,357.74
                                                                                                                     
- --------------------------------------  -------------   -------------  -------------   -------------   ------------   -------------
Cash Flow From Operations                   28,676.87      21,062.00        7,614.87    1,716,618.49   1,610,349.00      106,269.49
                                                                                                                     
Investment in Property and                                                                                           
   Partnerships                                                                                                      
140-00  226-007 Shell Work                       0.00           0.00            0.00       31,782.00-          0.00       31,782.00-
140-00  234-011 Special Finishes -                                                                                   
          ADA Imprv                         28,134.00-          0.00       28,134.00-      43,493.53-          0.00       43,493.53-
140-00  Construction Work In Process    20,541,746.45-          0.00   20,541,746.45-  20,588,887.98-    102,605.00-  20,486,282.98-
140-50  Bldg & Imprvmts-Deprec Balance  20,513,612.45           0.00   20,513,612.45   20,513,612.45           0.00   20,513,612.45
145-00    430-019   Doors & Hardware        49,950.00-          0.00       49,950.00-      49,950.00-          0.00       49,950.00-
115-00  Building Furniture & Fixtures       49,950.00-          0.00       49,950.00-      49,950.00-          0.00       49,950.00-
171-20  Inventory                           49,950.00           0.00       49,950.00       49,950.00           0.00       49,950.00
- --------------------------------------  -------------   -------------  -------------   -------------   ------------   -------------
TOTAL Investment in Property                                                                                         
         and Partnerships                   28,134.00-          0.00       28,134.00-      75,275.53-    102,605.00-      27,329.47
                                                                                                                     
Other Sources (Uses)                                                                                                 
120-30  Other Trade Receivable               2,358.00           0.00        2,358.00        2,358.00           0.00        2,358.00
200-00  Accounts Payable Control           133,357.65           0.00      133,357.65      133,357.65           0.00      133,357.65
- --------------------------------------  -------------   -------------  -------------   -------------   ------------   -------------
TOTAL Other Sources (Uses)                 135,715.65           0.00      135,715.65      135,715.65           0.00      135,715.65
                                                                                                                     
- --------------------------------------  -------------   -------------  -------------   -------------   ------------   -------------
Cash Flow (Deficit)                        136,258.52      21,062.00      115,196.52    1,777,058.61   1,507,744.00      269,314.61
- --------------------------------------  -------------   -------------  -------------   -------------   ------------   -------------
                                                                                                                     
Plaza  1900 - Building                     136,258.52-     21,062.00-     115,196.52    1,777,058.61-  1,507,744.00-     269,314.61
</TABLE>                                                       
<PAGE>

 6/05/97 RFP2            - COMMONWEALTH ATLANTIC PROP -         FR0270-D PAGE 21
16:45:09 TWODOGSS1                                              V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Land                           CONSOL 100 %
Number 003           December 31, i996                           C12 96 (01..12)

<TABLE>
<CAPTION>
                                                      -------------------   Current Month     ----------------   
                                                                ACTUAL             BUDGET          Variance      
- ----------------------------------------------------- -------------------  ----------------   ----------------   
<C>                                                             <C>               <C>                     <C>    
Revenue
400-00    Land Rent                                             40,500.00         40,500.00               0.00   
- ----------------------------------------------------- -------------------  ----------------   ----------------   
TOTAL Revenue                                                   40,500.00         40,500.00               0.00   

Operating Expenses
- ----------------------------------------------------- -------------------  ----------------   ----------------   
TOTAL Operating Expenses                                             0.00              0.00               0.00   

General & Administrative Expenses
- ----------------------------------------------------- -------------------  ----------------   ----------------   
TOTAL General & Administrative Expenses                              0.00              0.00               0.00   

- ----------------------------------------------------- -------------------  ----------------   ----------------   
Net Operating Income                                            40,500.00         40,500.00               0.00   

Other Operating Sources (Uses)
- ----------------------------------------------------- -------------------  ----------------   ----------------   
TOTAL Other Operating Sources (Uses)                                 0.00              0.00               0.00   

- ----------------------------------------------------- -------------------  ----------------   ----------------   
Cash Flow From Operations                                       40,500.00         40,500.00               0.00   

Investment in Property and Partnerships
- ----------------------------------------------------- -------------------  ----------------   ----------------   
TOTAL Investment in Property and Partnerships                        0.00              0.00               0.00   

Other Sources (Uses)
- ----------------------------------------------------- -------------------  ----------------   ----------------   
TOTAL Other Sources (Uses)                                           0.00              0.00               0.00   

===================================================== ===================  ================   ================   
Cash Flow (Deficit)                                             40,500.00         40,500.00               0.00   
===================================================== ===================  ================   ================   

<CAPTION>

                                                      ----------------     Year to Date     ----------------
                                                              ACTUAL             BUDGET          Variance
- ----------------------------------------------------- ----------------   ----------------   ----------------
<C>                                                         <C>                <C>                      <C> 
Revenue
400-00    Land Rent                                         486,000.00         486,000.00               0.00
- ----------------------------------------------------- ----------------   ----------------   ----------------
TOTAL Revenue                                               486,000.00         486,000.00               0.00

Operating Expenses
- ----------------------------------------------------- ----------------   ----------------   ----------------
TOTAL Operating Expenses                                          0.00               0.00               0.00

General & Administrative Expenses
- ----------------------------------------------------- ----------------   ----------------   ----------------
TOTAL General & Administrative Expenses                           0.00               0.00               0.00

- ----------------------------------------------------- ----------------   ----------------   ----------------
Net Operating Income                                        486,000.00         486,000.00               0.00

Other Operating Sources (Uses)
- ----------------------------------------------------- ----------------   ----------------   ----------------
TOTAL Other Operating Sources (Uses)                              0.00               0.00               0.00

- ----------------------------------------------------- ----------------   ----------------   ----------------
Cash Flow From Operations                                   486,000.00         486,000.00               0.00

Investment in Property and Partnerships
- ----------------------------------------------------- ----------------   ----------------   ----------------
TOTAL Investment in Property and Partnerships                     0.00               0.00               0.00

Other Sources (Uses)
- ----------------------------------------------------- ----------------   ----------------   ----------------
TOTAL Other Sources (Uses)                                        0.00               0.00               0.00

===================================================== ================   ================   ================
Cash Flow (Deficit)                                         486,000.00         486,000.00               0.00
===================================================== ================   ================   ================
</TABLE>
<PAGE>

 6/05/97 RFP2            - COMMONWEALTH ATLANTIC PROP -         FR0270-D PAGE 22
16:45:09 TWODOGSS1                                              V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Land                           CONSOL 100 %
Number 003           December 31, 1996                           C12 96 (01..12)

<TABLE>
<CAPTION>
                                                     ----------------     Current Month   ----------------  
                                                              ACTUAL            BUDGET          Variance    
        -------------------------------------------- ----------------   ----------------  ----------------  
<S>                                                         <C>                <C>                    <C>   
Plaza 1900 - Land                                           40,500.00-         40,500.00-             0.00  

<CAPTION>

                                                     ----------------     Year to Date    ----------------
                                                             ACTUAL            BUDGET           Variance 
        -------------------------------------------- ----------------  ----------------   ----------------
<S>                                                        <C>               <C>                      <C> 
Plaza 1900 - Land                                          486,000.00-       486,000.00-              0.00
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    23
16:45:09 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1996                           C12 96 (01..12)

<TABLE>
<CAPTION> 
                                        -----------   Current Month   -------------   --------------    Year to Date   -----------
                                          ACTUAL          BUDGET        Variance          ACTUAL           BUDGET        Variance
- --------------------------------------  -----------   -------------   -------------   --------------   -------------   -----------
<S>     <C>                              <C>             <C>             <C>            <C>             <C>             <C>
Revenue
120-00  Accounts Receivable Control            0.00            0.00            0.00            92.67-           0.00         92.67-
400-10  Base Rent                        370,604.66      367,563.00        3,041.66     4,437,390.72    4,400,892.00     36,498.72
403-00  Operating Expense Reimbursmnts         0.00        1,047.00        1,047.00-            0.00       12,564.00     12,564.00-
403-04  Exp Reimb - Electricity/Gas       24,481.30       27,777.00        3,295.70-      250,514.18      358,323.00    101,808.82-
403-06  Exp Reimb - Miscellaneous              0.00            0.00            0.00            30.66            0.00         30.66
405-05  Tenant Direct Billback Income        936.39            0.00          936.39         7,854.09        8,000.00        115.91-
434-00  Miscellaneous Income                 150.00          150.00            0.00         1,575.00        1,800.00        225.00-
- --------------------------------------  -----------   -------------   -------------   --------------   -------------   -----------
TOTAL Revenue                            396,172.35      396,537.00          364.65-    4,697,271.98    4,781,579.00     84,307.02-

Operating  Expenses
500-05  Property Tax-Developed Prop.      27,010.48-     137,503.00-     110,492.52       324,125.81-     275,006.00-    49,119.81-
510-10  Insurance - Property Package           0.00            0.00            0.00        14,595.02-      12,327.46-     2,267.56-
520-00  Utilities - Water & Sewer              0.00        2,879.00-       2,879.00        17,653.12-      12,120.00-     5,533.12-
520-05  Utilities - Electricity           30,779.44-      27,777.00-       3,002.44-      351,980.33-     358,323.00-     6,342.67
520-15  Utilities - Fuel Oil                   0.00            0.00            0.00             0.00          400.00-       400.00
520-50  Utilities - Other                    300.00-         150.00-         150.00-        1,650.00-       1,800.00-       150.00
530-00  Janitorial - Building Contract    13,364.82-      13,504.00-         139.18       155,133.69-     162,048.00-     6,914.31
530-10  Janitorial - Window Washing            0.00            0.00            0.00         3,915.30-       4,740.00-       824.70
530-20  Janitorial - Carpet Cleaning           0.00          600.00-         600.00             0.00        7,200.00-     7,200.00
530-30  Janitorial - Supplies                  0.00           10.00-          10.00             0.00          120.00-       120.00
531-00  Trash Removal - Contract           2,058.00-       1,220.00-         838.00-       13,069.90-      14,405.00-     1,335.10
532-05  Landscape - Exterior               1,525.83-       1,426.00-          99.83-       18,380.79-      14,260.00-     4,120.79-
532-10  Landscape - Interior                 877.80-       1,678.00-         800.20         2,654.30-       3,636.00-       981.70
532-15  Landscape - Irrigation                 0.00            0.00            0.00           870.38-       1,600.00-       729.62
532-20  Landscape - Seasonal Color-Ext         0.00          800.00-         800.00         3,459.00-       7,800.00-     4,341.00
532-50  Landscape - Other                    300.00-         300.00-           0.00         3,600.00-       3,600.00-         0.00-
533-00  Electrical - Supplies                  0.00            0.00            0.00           116.88-           0.00        116.88-
533-20  Electrical - Repairs                   0.00          100.00-         100.00             0.00        1,200.00-     1,200.00
534-00  Lighting - Supplies                  513.36-         600.00-          86.64         4,486.81-       7,200.00-     2,713.19
535-00  HVAC - Supplies                        0.00          100.00-         100.00         7,387.34-      10,260.00-     2,872.66
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    24
16:45:09 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1996                           C12 96 (01..12)

<TABLE>
<CAPTION> 
                                        -----------   Current Month   ------------   --------------   Year to Date   -------------
                                          ACTUAL           BUDGET       Variance          ACTUAL          BUDGET     Variance  
- --------------------------------------  -----------   -------------   ------------   --------------  --------------  -------------
<S>     <C>                                <C>             <C>            <C>            <C>             <C>           <C>
535-05  HVAC - Contract                      510.78-         256.00-        254.78-      10,786.95-       9,658.00-     1,128.95-
535-10  HVAC - Repairs                       256.70-           0.00         256.70-       8,662.93-           0.00      8,662.93-
535-20  HVAC - Chillers                        0.00            0.00           0.00        1,627.40-           0.00      1,627.40-
535-50  HVAC - Other                           0.00            0.00           0.00           80.55-           0.00         80.55-
536-00  Parking - Sweeping                     0.00            0.00           0.00          950.00-       3,500.00-     2,550.00
536-10  Parking - Striping & Repairs         500.00-         100.00-        400.00-         500.00-       3,600.00-     3,100.00
536-20  Parking - Lighting                     0.00            0.00           0.00          356.90-           0.00        356.90-
536-50  Parking - Other                        0.00            0.00           0.00            0.00        4,000.00-     4,000.00
537-01  Elevator - Supplies                    0.00            0.00           0.00           51.66-           0.00         51.66-
537-02  Elevator - Repairs/Maintenance        48.75-          50.00-          1.25           99.75-       2,600.00-     2,500.25
537-03  Elevator - Contract                1,830.00-         997.00-        833.00-      12,779.48-      11,964.00-       815.48-
537-05  Elevator - Other                       0.00            0.00           0.00          426.27-       1,487.00-     1,060.73
537-10  Plumbing - Supplies & Repairs        136.95-         175.00-         38.05        2,708.43-       2,700.00-         8.43-
537-11  Restroom Supplies                      0.00            0.00           0.00        1,777.23-           0.00      1,777.23-
537-15  Painting & Decorating                228.83-          50.00-        178.83-         228.83-       1,000.00-       771.17
537-16  Walk-off Mats                        130.76-         265.00-        134.24        1,634.50-       3,180.00-     1,545.50
537-17  Carpets/Floors-Repairs & Maint         0.00           50.00-         50.00            0.00        3,600.00-     3,600.00
537-20  Communication Systems                 22.95-          33.00-         10.05          260.30-         396.00-       135.70
537-21  Fire Alarm/Control Systems           196.00-           0.00         196.00-       4,983.71-       5,835.00-       851.29
537-22  Energy Management Systems              0.00            0.00           0.00       10,126.25-       8,100.00-     2,026.25-
537-25  Snow Removal                         988.16-       1,050.00-         61.84       20,401.46-       7,450.00-    12,951.46-
537-26  Pest Control                          92.00-          46.00-         46.00-         556.00-         552.00-         4.00-
537-30  Supplies and Tools                   399.06-         125.00-        274.06-       3,662.38-       3,500.00-       162.38-
537-31  Locks and keys                         0.00           50.00-         50.00          149.90-         600.00-       450.10
537-32  Uniforms                              99.80-         136.00-         36.20        1,467.15-       1,632.00-       164.85
537-35  Roof Repairs & Maintenance         1,815.00-           0.00       1,815.00-       2,665.00-       1,500.00-     1,165.00-
537-36  Structural Repairs                     0.00            0.00           0.00        3,552.50-           0.00      3,552.50-
537-40  Tenant Direct Billback Expense     1,455.80-           0.00       1,455.80-       4,954.18-       8,000.00-     3,045.82
537-50  Other Repairs & Maintenance          140.81-         500.00-        359.19       12,281.63-       8,000.00-     4,281.63-
541-05  Business Tax/License                   0.00            0.00           0.00       12,216.55-      12,411.00-       194.45
541-15  Fines/Penalties                        0.00            0.00           0.00        1,444.74-           0.00      1,444.74-
648-00  Management Fees Exp - Outside          0.00        6,667.00-      6,667.00       82,000.01-      80,004.00-     1,996.01-
</TABLE>                                             
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    25
16:45:09 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1996                           C12 96 (01..12)

<TABLE>
<CAPTION> 
                                         ------------   Current Month   ----------   -------------    Year to Date    ------------
                                             ACTUAL           BUDGET    Variance          ACTUAL           BUDGET       Variance
- ---------------------------------------  ------------   -------------   ----------   -------------   --------------   ------------
- ---------------------------------------  ------------   -------------   ----------   -------------   --------------   ------------
<S>     <C>                                <C>             <C>          <C>           <C>              <C>              <C>
TOTAL Operating Expenses                    85,582.08-     199,197.00-  113,614.92    1,126,471.31-    1,083,314.46-     43,156.85-

General &  Administrative Expenses
600-20  Prop. Mgmt & Maint. Salaries             0.00        5,925.00-    5,925.00       60,159.75-       71,100.00-     10,940.25
600-21  PM & Maint. Payroll Taxes                0.00          445.00-      445.00        4,444.80-        5,340.00-        895.20
600-22  PM & Maint. Group Insurance              0.00          315.00-      315.00        3,434.88-        3,780.00-        345.12
600-23  PM & Maint. Workers' Comp.               0.00            0.00         0.00        1,711.00-        2,766.00-      1,055.00
609-15  Employee Education Expenses              0.00          400.00-      400.00          111.21-        2,025.00-      1,913.79
620-00      538-043 Leasing Legal                0.00            0.00         0.00          903.00-            0.00         903.00-
620-00  Legal Fees                               0.00            0.00         0.00          903.00-            0.00         903.00-
620-50  Other Professional Fees              1,031.00-           0.00     1,031.00-       2,086.80-            0.00       2,086.80-
630-16  Leasing-Meals & Entertainment            0.00           50.00-       50.00            0.00           300.00-        300.00
630-18  Project Promotional Expense              0.00        2,000.00-    2,000.00       10,640.99-       10,000.00-        640.99-
640-02  G&A - Mileage Reimbursement              0.00           40.00-       40.00          837.56-          480.00-        357.56-
640-03  G&A - Meals & Entertainment              0.00            0.00         0.00           18.35-            0.00          18.35-
640-20  Stationery and Office Supplies           0.00           50.00-       50.00          299.85-          600.00-        300.15
640-24  Telephone Expenses                     198.93-         205.00-        6.07        2,451.57-        2,460.00-          8.43
640-30  Freight, Postage and Delivery            0.00           30.00-       30.00           75.60-          360.00-        284.40
648-99  Management Fees Exp - Inside        15,846.89-       9,245.00-    6,601.89-     105,890.87-      110,940.00-      5,049.13
660-20  Interest Exp - Permanent Loan      128,333.33-     128,333.00-        0.33-   1,539,999.96-    1,539,996.00-          3.96-
661-05  Land Lease Expense                  40,500.00-      40,500.00-        0.00      486,000.00-      486,000.00-          0.00
- ---------------------------------------  ------------  --------------   ----------   -------------   --------------   ------------
TOTAL General & Administrative Expenses    185,910.15-     187,538.00-    1,627.85    2,219,066.19-    2,236,147.00-     17,080.81

- ---------------------------------------  ------------  --------------   ----------   -------------   --------------   ------------
Net Operating Incone                       124,680.12        9,802.00   114,878.12    1,351,734.48     1,462,117.54     110,383.06-

Other Operating Sources (Uses)
220-00  Interest Payable                         0.00            0.00         0.00      128,333.33             0.00     128,333.33
163-00  Prepaid Expenses                    27,010.48            0.00    27,010.48            0.00             0.00           0.00
- ---------------------------------------  ------------  --------------   ----------   -------------   --------------   ------------
TOTAL Other Operating Sources (Uses)        27,010.18            0.00    27,010.48      128,333.33             0.00     128,333.33
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0270-D PAGE    26
16:45:09 TWODOGSS1                                           V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                        CONSOL 100 %
Number 003           December 31, 1996                           C12 96 (01..12)

<TABLE>
<CAPTION> 
                                         ----------  Current Month   --------------  -------------    Year to Date    -------------
                                           ACTUAL          BUDGET        Variance         ACTUAL           BUDGET      Variance  
- --------------------------------------   ----------  --------------  --------------  -------------   --------------   -------------
- --------------------------------------   ----------  --------------  --------------  -------------   --------------   -------------
<S>     <C>                              <C>               <C>           <C>          <C>              <C>             <C>
Cash Flow From Operations                151,690.60        9,802.00      141,888.60   1,480,067.81     1,462,117.54       17,950.27
                                                                                                                     
Investment in Property and Partnerships                                                                              
133-00  120-015 Landscape - Plant                                                                                    
           Material                            0.00            0.00            0.00       4,397.00-            0.00        4,397.00-
133-00  Land Improvements-Current Year         0.00            0.00            0.00     454,445.00-            0.00      454,445.00-
133-50  Land Impvmts-Depreciating Bal.         0.00            0.00            0.00     450,048.00             0.00      450,048.00
140-00  120-015 Landscape - Plant                                                                                    
           Material                            0.00            0.00            0.00           0.00         3,500.00-       3,500.00
140-00  210-003 Architect Fees - Base          0.00            0.00            0.00       1,055.80-            0.00        1,055.80-
140-00  226-027 Parking Deck/Concrete          0.00            0.00            0.00      31,029.00-            0.00       31,029.00-
140-00  230-003 HVAC & Plumbing                0.00            0.00            0.00           0.00        13,600.00-      13,600.00
140-00  234-011 Special Finishes -                                                                                   
           ADA Imprv                           0.00            0.00            0.00      33,102.00-            0.00       33,102.00-
140-00  Construction Work In Process           0.00            0.00            0.00      65,186.80-       17,100.00-      48,086.80-
145-00  Building Furniture & Fixtures          0.00            0.00            0.00   1,965,643.00-            0.00    1,965,643.00-
145-05  Building Computers & Equipment         0.00            0.00            0.00     210,679.25-            0.00      210,679.25-
145-50  Bldg F&F - Depreciating Bal.           0.00            0.00            0.00   2,176,322.25             0.00    2,176,322.25
160-00  Prepaid Leasing Costs-Curr Yr          0.00            0.00            0.00       2,841.40-            0.00        2,841.40-
160-50  Ppd Leasing-Amortizing Balance         0.00            0.00            0.00       2,841.40             0.00        2,841.40
170-00  Utility Deposit/Surety Bond            0.00            0.00            0.00       1,100.00             0.00        1,100.00
170-50  Other Deposits                         0.00            0.00            0.00       1,100.00             0.00        1,100.00
- --------------------------------------   ----------  --------------  --------------  -------------   --------------   -------------
TOTAL Investment in Property and                                                                                     
            Partnerships                       0.00            0.00            0.00      67,383.80-       17,100.00-      50,283.80-
                                                                                                                     
Other Sources (Uses)                                                                                                 
200-00 Accounts Payable Control                0.00            0.00            0.00     133,357.65-            0.00      133,357.65-
- --------------------------------------   ----------  --------------  --------------  -------------   --------------   -------------
TOTAL Other Sources (Uses)                     0.00            0.00            0.00     133,357.65-            0.00      133,357.65-
                                                                                                                     
======================================   ==========  ==============  ==============  =============   ==============   =============
Cash Flow (Deficit)                      151,690.60        9,802.00      141,888.60   1,279,326.36     1,445,017.54      165,691.18-
======================================   ==========  ==============  ==============  =============   ==============   =============
</TABLE>                     
<PAGE>

 6/05/97 RFP2            - COMMONWEALTH ATLANTIC PROP -         FR0270-D PAGE 27
16:45:09 TWODOGSS1                                              V950623  AWHITE
                     ACCOUNT LEVEL CASH FLOW WITH COST CODES

Report CASHFL10      Plaza 1900 - Building                       CONSOL 100 %
Number 003           December 31, 1996                           C12 96 (01..12)

<TABLE>
<CAPTION>
                                                     -----------------    Current Month    ----------------  
                                                              ACTUAL             BUDGET          Variance    
- ---------------------------------------------------- -----------------  -----------------  ----------------  
<S>                                                         <C>                  <C>             <C>         
Plaza 1900 - Building                                       151,690.60-          9,802.00-       141,888.60  

<CAPTION>

                                                     ----------------     Year to Date    ----------------
                                                             ACTUAL            BUDGET           Variance
- ---------------------------------------------------- ----------------  ----------------   ----------------
<S>                                                      <C>               <C>       <C>        <C>        
Plaza 1900 - Building                                    1,279,326.36-     1,445,017.54-        165,691.18-
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0280-B PAGE    14
16:51:34 TWODOGSS1                                           V930806  AWHITE
                       PROJECT BUDGET A/C & COST CODE (800)

Report BUDCFL01      PLZ591 Plaza 1900 - Land                ($) CONSOL 100%
Number 004           Twelve Months Ended December 31, 1997       C12 97 (01..12)

<TABLE>
<CAPTION>
Description                  Jan 97  Feb 97  Mar 97  Apr 97  May 97  Jun 97  Jul 97  Aug 97  Sep 97  Oct 97  Nov 97  Dec 97   Total
- ---------------------------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                           <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>   
Revenue                                                                                                                     
  400-00 Land Rent            40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500  486000
- ---------------------------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
TOTAL Revenue                 40500   10500   40500   40500   40500   40500   40500   40500   10500   40500   40500   40500  486000
                                                                                                                            
- ---------------------------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Net Operating Income          40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   10500  486000
                                                                                                                            
- ---------------------------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Cash Flow From Operations     40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500  486000
                                                                                                                            
- ---------------------------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------  ------
Cash Flow (Deficit)           40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500  486000
===========================  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
PLZ591-00 Plaza 1900 - Land   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500   40500  486000
</TABLE>
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0280-B PAGE    15
16:51:34 TWODOGSS1                                           V930806  AWHITE
                       PROJECT BUDGET A/C & COST CODE (800)

Report BUDCFL01      PLZ591-01 Plaza 1900 - Building         ($) CONSOL 100%
Number 004           Twelve Months Ended December 31, 1997       C12 97 (01..12)

<TABLE>
<CAPTION>
Description                                 Jan 97    Feb 97    Mar 97    Apr 97   May 97    Jun 97    Jul 97    Aug 97    Sep 97 
- -----------------------------------------  -------   -------   -------   -------   ------   -------   -------   -------   ------- 
<S>       <C>                                  <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C> 
Revenue
  400-10  Base Rent                         374668    374668    374668    374668   374668    374668    376298    376298    376298 
  403-00  Operating Expense Reimbursmnts      5049      5049      5049      5049     5049      5049      5049      5049      5049 
  403-04  Exp Reimb- Electricity/Gas         28545     31017     27263     27263    28978     31317     29465     30419     32209 
  403-06  Exp Reimb- Miscellaneous             150       150       150       150      150       150       150       150       150 
  405-05  Tenant Direct Billback Income        583       583       583       583      583       583       583       583       583 
- -----------------------------------------  -------   -------   -------   -------   ------   -------   -------   -------   ------- 
TOTAL Revenue                               408995    411467    407713    407713   409428    411767    411545    412499    414289 

Operating Expenses
  500-05  Property Tax-Developed Prop.           0         0         0         0        0    169964-        0         0         0 
  510-10  Insurance - Property Package           0     12100-        0         0        0         0         0         0         0 
  520-00  Utilities - Water & Sewer              0      3023-        0         0     3340-        0         0      5240-        0 
  520-05  Utilities - Electricity            28545-    31017-    27263-    27263-   28978-    31317-    29465-    30419-    32209-
  520-15  Utilities - Fuel Oil                   0         0         0         0        0         0         0         0         0 
  520-50  Utilities - Other                    150-      150-      150-      150-     150-      150-      150-      150-      150-
  530-00  Janitorial - Building Contract     13302-    13302-    13302-    13302-   13302-    13302-    13604-    13604-    13604-
  530-10  Janitorial - Window Washing          750-        0         0      1620-       0         0         0         0         0 
  530-20  Janitorial - Carpet Cleaning         600-      600-      600-      600-     600-      600-      600-      600-      600-
  530-30  Janitorial - Supplies                 10-       10-       10-       10-      10-       10-       10-       10-       10-
  531-00  Trash Removal - Contract            1029-     1029-     1029-     1029-    1029-     1029-     1220-     1220-     1220-
  532-05  Landscape - Exterior                1572-     1572-     1572-     1572-    1572-     1572-     1572-     1572-     1572-
  532-10  Landscape - Interior                 178-      178-      178-      178-     178-      178-      178-      178-      178-
  532-15  Landscape - Irrigation                 0         0         0         0      550-      250-      125-      125-        0 
  532-20  Landscape - Seasonal Color-Ext      1500-        0         0         0     3000-        0         0         0         0 
  532-50  Landscape - Other                    300-      300-      300-     1800-    1800-      300-      300-      300-      300-
  533-20  Electrical - Repairs                 100-      100-      100-      100-     100-      100-      100-      100-      100-
  534-00  Lighting - Supplies                  600-      600-      600-      600-     600-      600-      600-      600-      600-
  535-00  HVAC - Supplies                      640-      125-      125-     4140-     125-      125-      640-      125-      125-
  535-05  HVAC - Contract                     1715-      268-     1118-     1715-     268-      268-     1715-      268-      268-
  535-10  HVAC - Repairs                         0      4050-        0         0     3000-        0         0         0         0 
  536-00  Parking - Sweeping                     0       500-        0         0     2000-        0         0       500-        0 
  536-10  Parking - Striping & Repairs         100-      100-      100-      100-    2500-      100-      100-      100-      100-
</TABLE>

Description                                Oct 97    Nov 97    Dec 97     Total
- -----------------------------------------  ------   -------   -------   -------

Revenue
  400-10  Base Rent                        376298    376298    376298   4505796
  403-00  Operating Expense Reimbursmnts    5049      5049      5049     60588
  403-04  Exp Reimb- Electricity/Gas        28926     28682     30281    354365
  403-06  Exp Reimb- Miscellaneous            150       150       150      1800
  405-05  Tenant Direct Billback Income       583       583       583      6996
- -----------------------------------------  ------   -------   -------   -------
TOTAL Revenue                              411006    410762    412361   4929545

Operating Expenses
  500-05  Property Tax-Developed Prop.          0    169964-        0   339928-
  510-10  Insurance - Property Package          0         0         0    12100-
  520-00  Utilities - Water & Sewer             0      5223-        0    16826-
  520-05  Utilities - Electricity           28926-    28682-    30281-  354365-
  520-15  Utilities - Fuel Oil                400-        0         0      400-
  520-50  Utilities - Other                   150-      150-      150-    1800-
  530-00  Janitorial - Building Contract    13604-    13604-    13604-  161436-
  530-10  Janitorial - Window Washing        1620-        0         0     3990-
  530-20  Janitorial - Carpet Cleaning        600-      600-      600-    7200-
  530-30  Janitorial - Supplies                10-       10-       10-     120-
  531-00  Trash Removal - Contract           1220-     1220-     1220-   13494-
  532-05  Landscape - Exterior               1572-     1572-     1572-   18864-
  532-10  Landscape - Interior                178-      178-     1678-    3636-
  532-15  Landscape - Irrigation                0       550-        0     1600-
  532-20  Landscape - Seasonal Color-Ext     1500-        0      1800-    7800-
  532-50  Landscape - Other                  1800-     1800-      300-    9600-
  533-20  Electrical - Repairs                100-      100-      100-    1200-
  534-00  Lighting - Supplies                 600-      600-      600-    7200-
  535-00  HVAC - Supplies                    4140-      125-      125-   10560-
  535-05  HVAC - Contract                    1715-      268-      268-    9854-
  535-10  HVAC - Repairs                     3000-        0         0    10050-
  536-00  Parking - Sweeping                    0       500-        0     3500-
  536-10  Parking - Striping & Repairs        100-      100-      100-    3600-
<PAGE>
 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0280-B PAGE    16
16:51:34 TWODOGSS1                                           V930806  AWHITE
                       PROJECT BUDGET A/C & COST CODE (800)

Report BUDCFL01      PLZ591-01 Plaza 1900 - Building         ($) CONSOL 100%
Number 004           Twelve Months Ended December 31, 1997       C12 97 (01..12)

<TABLE>
<CAPTION>
Description                                  Jan 97    Feb 97    Mar 97    Apr 97   May 97    Jun 97    Jul 97    Aug 97    Sep 97 
- -----------------------------------------  --------   -------   -------   -------   ------   -------   -------   -------   ------- 
<S>       <C>                                <C>       <C>       <C>       <C>      <C>      <C>        <C>       <C>       <C>   
  536-50  Parking - Other                         0         0         0         0     4000-        0         0         0         0 
  537-02  Elevator - Repairs/Maintenance         50-      450-       50-      450-      50-      450-       50-      450-       50-
  537-03  Elevator - Contract                   915-      915-      915-      915-     915-      915-      915-      915-      915-
  537-05  Elevator - Other                     1487-        0         0         0        0         0         0         0         0 
  537-10  Plumbing - Supplies & Repairs         125-      125-      125-      725-     125-      125-      125-      125-      125-
  537-11  Restroom Supplies                      75-       75-       75-       75-      75-       75-       75-       75-       75-
  537-15  Painting & Decorating                  50-       50-      250-       50-      50-       50-       50-      250-       50-
  537-16  Walk-off Mats                         265-      265-      265-      265-     265-      265-      265-      265-      265-
  537-17  Carpets/Floors-Repairs & Maint        50-       50-       50-       50-      50-       50-       50-       50-     3050-
  537-20  Communication Systems                  23-       23-       23-       23-      23-       23-       23-       23-       23-
  537-21  Fire Alarm/Control Systems              0         0      1485-        0        0      2900-     1450-        0         0 
  537-22  Energy Management Systems            2025-        0         0      2025-       0         0      2025-        0         0 
  537-25  Snow Removal                         2450-     2050-      650-        0        0         0         0       500-        0 
  537-26  Pest Control                           46-       46-       46-       46-      46-       46-       46-       46-       46-
  537-30  Supplies and Tools                    120-     2820-      120-      120-     120-      120-      120-      120-      120-
  537-31  Locks and Keys                         50-       50-       50-       50-      50-       50-       50-       50-       50-
  537-32  Uniforms                              170-      170-      170-      170-     170-      170-      170-      170-      170-
  537-35  Roof Repairs & Maintenance              0         0         0      1500-       0         0         0         0         0 
  537-36  Structural Repairs                      0         0         0         0    10000-        0         0         0         0 
  537-40  Tenant Direct Billback Expense          0      1000-        0      2000-    1000-        0         0      1000-     2000-
  537-50  Other Repairs & Maintenance           600-     1600-      600-      600-     600-     1600-      600-      600-      600-
  541-05  Business Tax/License                    0         0         0     12659-       0         0         0         0         0 
  648-00  Management Fees Exp - Outside        7000-     7000-     7000-     7000-    7000-     7000-     7000-     7000-     7000-
- -----------------------------------------  --------   -------   -------   -------   ------   -------   -------   -------   ------- 
TOTAL Operating Expenses                      66592-    85713-    58321-    82902-   87641-   233704-    63393-    66750-    65575-

General & Administrative Expenses
  600-20  Prop. Mgmt & Maint. Salaries         5776-     5776-     5776-     5776-    5776-     5776-     5776-     5776-     5776-
  600-21  PM & Maint. Payroll Taxes             456-      456-      456-      456-     456-      456-      456-      456-      456-
  600-22  PM & Maint. Group Insurance           651-      651-      651-      651-     651-      651-      651-      651-      651-
  600-23  PM & Maint. Workers' Comp.              0      2696-        0         0        0         0         0         0         0 
  609-15  Employee Education Expenses             0        25-        0        25-       0        25-        0       425-        0 
  630-16  Leasing-Meals & Entertainment          30-       30-       30-       30-      30-       30-       30-       30-       30-
</TABLE>

Description                                Oct 97    Nov 97    Dec 97     Total
- ----------------------------------------  -------   -------   -------   -------
                                          
  536-50  Parking - Other                       0         0         0      4000-
  537-02  Elevator - Repairs/Maintenance      450-       50-       50-     2600-
  537-03  Elevator - Contract                 915-      915-      915-    10980-
  537-05  Elevator - Other                      0         0         0      1487-
  537-10  Plumbing - Supplies & Repairs       125-      125-      125-     2100-
  537-11  Restroom Supplies                    75-       75-       75-      900-
  537-15  Painting & Decorating                50-       50-       50-     1000-
  537-16  Walk-off Mats                       265-      265-      265-     3180-
  537-17  Carpets/Floors-Repairs & Maint       50-       50-       50-     3600-
  537-20  Communication Systems                23-       23-       23-      276-
  537-21  Fire Alarm/Control Systems            0         0         0      5835-
  537-22  Energy Management Systems          2025-        0         0      8100-
  537-25  Snow Removal                          0       650-     1150-     7450-
  537-26  Pest Control                         46-       46-       46-      552-
  537-30  Supplies and Tools                  120-      120-      120-     4140-
  537-31  Locks and Keys                       50-       50-       50-      600-
  537-32  Uniforms                            170-      170-      170-     2040-
  537-35  Roof Repairs & Maintenance            0         0         0      1500-
  537-36  Structural Repairs                    0         0         0     10000-
  537-40  Tenant Direct Billback Expense        0      1000-        0      8000-
  537-50  Other Repairs & Maintenance         600-      600-      600-     9200-
  541-05  Business Tax/License                  0         0         0     12659-
  648-00  Management Fees Exp - Outside      7000-     7000-     7000-    84000-
- ----------------------------------------  -------   -------   -------   -------
TOTAL Operating Expenses                    73199-   236435-    63097-  1183322-

General & Administrative Expenses
  600-20  Prop. Mgmt & Maint. Salaries       5776-     5776-     5776-    69312-
  600-21  PM & Maint. Payroll Taxes           456-      456-      456-     5472-
  600-22  PM & Maint. Group Insurance         651-      651-      651-     7812-
  600-23  PM & Maint. Workers' Comp.            0         0         0      2696-
  609-15  Employee Education Expenses          25-        0       425-      950-
  630-16  Leasing-Meals & Entertainnent        30-       30-       30-      360-
<PAGE>

 6/05/97 RFP2             - COMMONWEALTH ATLANTIC PROP -     FR0280-B PAGE    16
16:51:34 TWODOGSS1                                           V930806  AWHITE
                       PROJECT BUDGET A/C & COST CODE (800)

Report BUDCFL01      PLZ591-01 Plaza 1900 - Building         ($) CONSOL 100%
Number 004           Twelve Months Ended December 31, 1997       C12 97 (01..12)

<TABLE>
<CAPTION>
Description                                   Jan 97    Feb 97    Mar 97    Apr 97   May 97    Jun 97    Jul 97    Aug 97    Sep 97 
- -----------------------------------------    -------   -------   -------   -------   ------   -------   -------   -------   ------- 
<S>       <C>                                <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>    
  630-18  Project Promotional Expense              0         0         0         0        0      6000-     5000-        0         0 
  640-02  G&A - Mileage Reimbursement             60-       60-       60-       60-      60-       60-       60-       60-       60-
  640-20  Stationery and Office Supplies          50-       50-       50-       50-      50-       50-       50-       50-       50-
  640-24  Telephone Expenses                     220-      220-      220-      220-     220-      220-      220-      220-      220-
  640-30  Freight, Postage and Delivery           30-       30-       30-       30-      30-       30-       30-       30-       30-
  648-99  Management Fees Exp - Inside          9360-     9459-     9309-     9309-    9377-     9471-     9462-     9500-     9572-
  660-20  Interest Exp - Permanent Loan       128333-   128333-   128333-   128333-  128333-   128333-   128333-   128333-   128333-
  661-05  Land Lease Expense                   40500-    40500-    40500-    40500-   40500-    40500-     4050-    40500-    40500-
- -----------------------------------------    -------   -------   -------   -------   ------   -------   -------   -------   ------- 
TOTAL General & Administrative Expenses       185466-   188286-   185415-   185440-  185483-   191602-   190568-   186031-   185678-
                                             
- -----------------------------------------    -------   -------   -------   -------   ------   -------   -------   -------   ------- 
Net Operating Income                          156937    137468    163977    139371   136304     13539-   157584    159718    163036 
                                             
- -----------------------------------------    -------   -------   -------   -------   ------   -------   -------   -------   ------- 
Cash Flow From Operations                     156937    137468    163977    139371   136304     13539-   157584    159718    163036 
                                             
Investment in Property and Partnerships      
   226-027   Parking Deck/Concrete              1116-        0         0         0        0         0         0         0         0 
   140-00    Construction Work In Process       1116-        0         0         0        0         0         0         0         0 
- -----------------------------------------    -------   -------   -------   -------   ------   -------   -------   -------   ------- 
TOTAL Investment in Property and Partnershi     1116-        0         0         0        0         0         0         0         0 
                                             
- -----------------------------------------    -------   -------   -------   -------   ------   -------   -------   -------   ------- 
Cash Flow (Deficit)                           155821    137468    163977    139371   136304     13539-   157584    159718    163036 
=========================================    =======   =======   =======   =======   ======   =======   =======   =======   ======= 
PLZ591-01 Plaza 1900 - Building               155821    137468    163977    139371   136304     13539-   157584    159718    163036 
</TABLE>                                    

Description                                  Oct 97   Nov 97   Dec 97     Total 
- -----------------------------------------    ------   ------   ------   ------- 
                                             
  630-18  Project Promotional Expense             0        0     2500-    13500-
  640-02  G&A - Mileage Reimbursement            60-      60-      60-      720-
  640-20  Stationery and Office Supplies         50-      50-      50-      600-
  640-24  Telephone Expenses                    220-     220-     220-     2640-
  640-30  Freight, Postage and Delivery          30-      30-      30-      360-
  648-99  Management Fees Exp - Inside         9440-    9430-    9494-   113183-
  660-20  Interest Exp - Permanent Loan      128333-  128333-  128333-  1539996-
  661-05  Land Lease Expense                  40500-   40500-   40500-   486000-
- -----------------------------------------    ------   ------   ------   ------- 
TOTAL General & Administrative Expenses      185571-  185536-  188525-  2243601-
                                             
- -----------------------------------------    ------   ------   ------   ------- 
Net Operating Income                         152236    11209-  160739   1502622
                                             
- -----------------------------------------    ------   ------   ------   ------- 
Cash Flow From Operations                    152236    11209-  160739   1502622
                                             
Investment in Property and Partnerships      
   226-027   Parking Deck/Concrete                0        0        0      1116-
   140-00    Construction Work In Process         0        0        0      1116-
- -----------------------------------------    ------   ------   ------   ------- 
TOTAL Investment in Property and Partnershi       0        0        0      1116-
                                             
- -----------------------------------------    ------   ------   ------   ------- 
Cash Flow (Deficit)                          152236    11209-  160739   1501506
=========================================    ======   ======   ======   ======= 
PLZ591-01 Plaza 1900 - Building              152236    11209-  160739   1501506
<PAGE>

                                                                         Addenda
================================================================================

                                Pro-ject Reports
<PAGE>

                                   PLAZA 1900
                            PROJECT DESIGNATOR: PLAZ
                            REVISION: 6/27/97 @ 14:10
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 7/ 1/97 @ 11:27

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF PLAZA 1900 BEGINNING 7/1997
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

NRA
1997 VALUE   -    202,684
THEREAFTER   -CONSTANT

OCCA
1997 VALUE   -    202,684
1998 VALUE   -    202,684
1999 VALUE   -    202,684
2000 VALUE   -    202,684
2001 VALUE   -    202,684
2002 VALUE   -    202,684
2003 VALUE   -    202,684
2004 VALUE   -    193,562
2005 VALUE   -    193,562
2006 VALUE   -    202,684
2007 VALUE   -    202,684
2008 VALUE   -    202,684
2009 VALUE   -    119,586
2010 VALUE   -    184,441
2011 VALUE   -    202,684
THEREAFTER   -CONSTANT


GROWTH RATES
- ------------

INC1
1997 VALUE -          3.50
THEREAFTER -  CONSTANT

EXP
1997 VALUE -          3.50
THEREAFTER -  CONSTANT


MARKET RATES
- ------------

MKT1
1997 VALUE           23.50
THEREAFTER    GROWING AT GROWTH RATE INC1

TINW
1997 VALUE           15.00
THEREAFTER    GROWING AT GROWTH RATE EXP

TIRN
1997 VALUE            7.50
THEREAFTER    GROWING AT GROWTH RATE EXP

TIWA
 +40.0% OF TINW +60.0% OF TIRN
<PAGE>

                                                                          PAGE 2


RESR
1997 VALUE -          0.20
THEREAFTER - GROWING AT GROWTH RATE EXP

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES

PROPERTY TAXES     , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       366,629
THEREAFTER - GROWING AT GROWTH RATE EXP

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       759,803
THEREAFTER - GROWING AT GROWTH RATE EXP

G&A EXPENSES       , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       120,147
THEREAFTER - GROWING AT GROWTH RATE EXP

MANAGEMENT FEES    , REFERRED TO AS MGTI
AN INFORMATIONAL   EXPENSE
1997  VALUE  -      94,806
1998  VALUE  -      96,749
1999  VALUE  -      90,241
2000  VALUE  -      94,067
2001  VALUE  -      92,078
2002  VALUE  -      92,054
2003  VALUE  -      96,986
2004  VALUE  -     105,922
200S  VALUE  -      98,620
2006  VALUE  -     103,758
2007  VALUE  -     104,534
2006  VALUE  -     100,965
2009  VALUE  -      79,778
2010  VALUE  -     131,113
2011  VALUE  -     150,027
THEREAFTER   -  CONSTANT

REIMBURSABLE   EXP , REFERRED TO AS REIM
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.O% OF MGTI

Base Year Expense , REFERRED TO AS Base
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGTI

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -          3.00
THEREAFTER - CONSTANT
<PAGE>

                                                                          PAGE 3


MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGTI
1997 VALUE -          2.00
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 5.000% OF TOTAL RENT

STANDARD METHOD #2 - 2.500% OF TOTAL RENT

STANDARD METHOD #3 - 2.880% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF  TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

1997 VALUE -      0.00
1998 VALUE -      0.00
1999 VALUE -      0.00
2000 VALUE -      0.00
2001 VALUE -      0.00
2002 VALUE -      0.00
2003 VALUE -      0.00
2004 VALUE -      0.00
2005 VALUE -      0.00
2006 VALUE -      0.00
2007 VALUE -      0.00
2008 VALUE -      0.00
2009 VALUE -      0.00
2010 VALUE -      0.00
2011 VALUE -      0.00
THEREAFTER - CONSTANT

ALTERATION   PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT
<PAGE>

                                                                          PAGE 4


STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

           PERCENT OF        RELATIVE
MONTH     ANNUAL SALES       VOLUME
- -----     ------------        --------
 JAN            8.33%             1.00
 FEB            8.33%             1.00
 MAR            8.33%             1.00
 APR            8.33%             1.00
 MAY            8.33%             1.00
 JUN            8.33%             1.00
 JUL            8.33%             1.00
 AUG            8.33%             1.00
 SEP            8.33%             1.00
 OCT            8.33%             1.00
 NOV            8.33%             1.00
 DEC            8.33%             1.00
              -------          -------
TOTALS        100.00%           12.00

GLOBAL  RECOVERIES
- -----------------

Base Year Expense , REFERRED TO AS BYES
PRO RATA SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR
<PAGE>

                                                                          PAGE 5


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

NONE

TENANTS
- -------


THERE ARE A TOTAL OF      2 LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

# 1 - GRC INTERNATIONAL
BASE LEASE DATES:         1/1990 TO 1/2009
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:          166,197
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     23.83/SF/YR
1999 VALUE -     24.12/SF/YR
2000 VALUE -     21.45/SF/YR
2001 VALUE -     22.46/SF/YR
2002 VALUE -     21.24/SF/YR
2003 VALUE -     20.86/SF/YR
2004 VALUE -     22.03/SF/YR
2005 VALUE -     25.81/SF/YR
2006 VALUE -     21.41/SF/YR
2007 VALUE -     21.09/SF/YR
2008 VALUE -     20.72/SF/YR
2009 VALUE -     18.89/SF/YR
THEREAFTER -  GROWING AT GROWTH RATE INC1

RECOVERIES:

REIMBURSABLE EXP
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT
SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN
ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP AND
A BASE OF 4.87/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH         VACANT     SQ FT    MONTHS OF
TERM YEARS.MONTHS      MONTHS   INCREASE   FREE RENT    COMMISSIONS  ALTERATIONS
- ---- ------------       ------  --------   ---------    -----------   ----------
  1         5.00          6       NONE        NONE          YES            YES
<PAGE>

                                                                          PAGE 6


RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC1 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT
SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN
ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP AND A
BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIWA
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 2 - NTL CAPTIONING
BASE LEASE DATES:        6/1994 TO 9/2004
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          36,487
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT  -   14.69/SF/YR
CHANGING TO   -   14.69/SF/YR  ON  6/1996
CHANGING TO   -   15.25/SF/YR  ON  6/1997
CHANGING TO   -   15.82/SF/YR  ON  6/1998
CHANGING TO   -   16.82/SF/YR  ON  6/1999
CHANGING TO   -   17.45/SF/YR  ON  6/2000
CHANGING TO   -   18.O8/SF/YR  ON  6/2001
CHANGING TO   -   18.74/SF/YR  ON  6/2002
CHANGING TO   -   19.42/SF/YR  ON  6/2003
CHANGING TO   -   20.12/SF/YR  ON  6/2004

RECOVERIES:

REIMBURSABLE EXP
PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT
SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN
ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH NO CAP AND A
BASE OF 4.44/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

      LENGTH          VACANT     SQ FT     MONTHS OF
TERM YEARS.MONTHS     MONTHS   INCREASE    FREE RENT COMMISSIONS   ALTERATIONS
- ---- ------------     ------   --------    --------- -----------   -----------
  1        5.00          6      NONE        NONE          YES          YES
  2        5.00          6      NONE        NONE          YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC1 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP
PRO RATA SHARE RECOVERY OF EXPENSE REIM
<PAGE>

                                                                          PAGE 7


PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT
<PAGE>

                                                                         Addenda
================================================================================

                                 Investor Survey
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19

<PAGE>

                                                                         Addenda
================================================================================

                            Appraiser Qualifications
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Professional Affiliations:

      Member of the Appraisal Institute (MAI Designations #9812)
      District of Columbia Certified General Real Estate Appraiser (#GA00010267)
      Commonwealth of Virginia Certified General Real Estate Appraiser
       (#4001002465)
      State of Maryland Certified General Real Estate Appraiser (#7220)
      State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

      Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
      Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. April 1990 to present.

      Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977
      to April 1990.

      Other real estate experience includes work as a residential listing and
      selling agent preparing market analyses and origination contracts.

      Experience includes appraisal of the following types of property:

      Office Buildings               Medical Office Buildings
      Regional Malls                 Power Centers
      Outlet Centers                 Community & Neighborhood Shopping Centers
      Department Stores              Industrial Buildings
      Residential Subdivisions       Single Family Residences
      Multi-Family Properties        Condominiums/Duplexes
      Subdivision Analysis           Farm/Ranch
      Mixed Use Properties           Golf Courses
      Grape Vineyards                Special Purpose Facilities
      Commercial Land                Hotel/Motel
      Ad Valorem Tax Appeals

      Appraisal and consulting services used for mortgage loans, relocations,
      gift and estate tax, condemnation and litigation purposes.

      Qualified as an expert witness in state and federal real estate court
      cases.

Education:

      Bachelor of Arts (Political Science), 1981
      University of Texas at Arlington, Arlington, Texas.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

      Appraisal Institute Courses:

            #1A1 - Real Estate Appraisal Principles
            #1A2 - Basic Valuation Procedures
            #1B1 - Capitalization Theory & Techniques, Part A
            #1B2 - Capitalization Theory & Techniques, Part B
            #410 - Standards of Professional Appraisal Practice, Part A (USPAP) 
            #420 - Standards of Professional Appraisal Practice, Part B (AI) 
            #21 - Case Studies in Real Estate Valuation 
            #22 - Report Writing and Valuation Analysis 
            #82 - Residential Valuation Procedures

      Additional Accredited Real Estate Courses:

            Real Estate Appraisal
            Principles of Real Estate
            Real Estate Marketing
            Real Estate Finance
            Property Management

            Federal National Mortgage Corporation (Fannie Mae) - Appraisal
            Training

      Certified in the Appraisal's Institute's voluntary program of continuing
      education for its designated members.
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                              John H. Trowbridge

Professional Affiliations:

      Candidate Member of the Appraisal Institute
      District of Columbia Certified General Appraiser (#GA00010061)
      State of Maryland Certified General Appraiser (#10749)
      Commonwealth of Virginia Certified General Appraiser (#4001 004035)
      Member, District of Columbia Appraiser Board

Appraisal/Real Estate Experience:

      Appraiser, Cushman & Wakefield of Washington, D.C., Inc., Valuation
      Advisory Services, a full service real estate organization specializing in
      appraisal and consultation. September, 1995 to present.

      Senior Associate Appraiser, Sapperstein & Associates, Inc., Rockville,
      Maryland, April, 1989 to September, 1995.

      Assistant Vice President, C.B. Commercial, Washington, D.C., September,
      1985 to April, 1989.

      Appraiser, Jackson Cross Company, Washington, D.C. September 1981 to
      August 1985

      Experience includes appraisal of the following types of property-

      Office Buildings                         Shopping Centers
      Subdivision Development Analyses         Industrial Facilities
      Commercial Land                          Multi-Family Properties
      Single Family Residences                 Leasehold/Leased Fee Interests
      Hotel                                    Special Purpose Facilities
      Retail Income Properties                 Regional Malls
      Golf Courses                             Historic Landmarks
      Marinas                                  Shipyards
      Broadcast Facilities

      Extensive experience in fractional interest valuations of limited
      partnerships and valuations of multiple purpose properties in Canada and
      throughout the United States.

Education:

      Bachelor of Arts (Finance), 1976
      University of Connecticut, Storrs, Connecticut
<PAGE>

                                                                  QUALIFICATIONS
================================================================================

                                                              John H. Trowbridge

      Appraisal Institute Courses:

            #1A1 - Real Estate Appraisal Principles 
            #1A2 - Basic Valuation Procedures 
            #1B1 - Capitalization Theory & Techniques, Part A 
            #1B2 - Capitalization Theory & Techniques, Part B
            #410 - Standards of Professional Appraisal Practice, Part A (USPAP) 
            #420 - Standards of Professional Appraisal Practice, Part B (AI) 
            #610 - Report Writing and Valuation Analysis




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>


                     COMPLETE APPRAISAL OF
                     REAL PROPERTY

                     San Valente Building
                     3200 Patrick Henry Drive
                     Santa Clara, Santa Clara County, California




                                   CUSHMAN &
                                  WAKEFIELD(R)
                          ---------------------------
                             A ROCKEFELLER COMPANY
                          ---------------------------
                          VALUATION ADVISORY SERVICES
                          ---------------------------





<PAGE>

                         -------------------------------------------------
                         COMPLETE APPRAISAL OF
                         REAL PROPERTY

                         San Valente Building
                         3200 Patrick Henry Drive
                         Santa Clara, Santa Clara County, California

                         -------------------------------------------------


                         IN A SUMMARY REPORT
                         As of July 29, 1996


                         Prepared For:

                         GMAC Commercial Mortgage Corporation
                         650 Dresher Road
                         Horsham, PA 19044-8015




                         Prepared By:

                         Cushman & Wakefield of California, Inc.
                         Valuation Advisory Services
                         2055 Gateway Place, Suite 550
                         San Jose, California 95110


<PAGE>


Cushman & Wakefield of California, Inc.                                CUSHMAN &
2055 Gateway Place, Suite 550                                       WAKEFIELD(R)
San Jose, CA 95110-1068
Tel: (408) 436-5500
Fax: (408) 437-9129







August 5, 1996


Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE:  Appraisal of Real Property
     San Valente Building
     3200 Patrick Henry Drive
     Santa Clara, Santa Clara County, California

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the leased fee estate in the referenced
property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We specifically call your
attention to the following special assumptions:

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by and the report was prepared by Rob D.
Perrino. Kenneth E. Matlin, MAI has reviewed the report and is in concurrence
with the findings herein.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
29, 1996 was:


<PAGE>


Ms. Avis Tsuya
August 5, 1996
Page 2

                   NINE MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                   $9,700,000

     The preceding estimate of market value are based upon a forecasted
marketing period of approximately 6 to 12 months, which we believe (through a
review of recent office/research and development building sale activity, as well
as with conversations with local investment brokers) is reasonably
representative for this product type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF TEXAS, INC.


/s/ Rob D. Perrino

Rob D. Perrino
Appraiser
Northern California Valuation Advisory Services
Certification No. CA-AGO02595


/s/ Kenneth E. Matlin

Kenneth E. Matlin, MAI
Manager and Director
Northern California Valuation Advisory Services
Certification No. CA-AGO02022

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                        San Valente Building

Location:                             The subject property is located
                                      along the southwesterly side of Patrick
                                      Henry Drive, between Old Ironside Drive
                                      and Democracy Way within the Marriott
                                      Business Park. The street address is 3200
                                      Patrick Henry Drive, Santa Clara, Santa
                                      Clara County, California.

Assessor's Parcel Number:             104-04-089 and 124I

Interest Appraised:                   Leased fee estate

Date of Value:                        July 29, 1996

Date of Inspection:                   July 29, 1996

Ownership:                            WHC-Six Real Estate Limited Partnership

Land Area:                            5.96 acres or 259,616 square feet

1995-96 Property Assessment
     Land:                            $ 3,263,000
     Building:                        $ 2,737,000
                                      -----------
      Total:                          $ 6,000,000

1995-96 Ad Valorem Taxes:             $72,655.30

Zoning:                               ML, Light Industrial

Highest and Best Use
     If Vacant:                       Office/research and development building

     As Improved:                     Office/research and development building
                                      (existing use)

Improvements
     Type:                            A partial two-story, concrete with stucco,
                                      office/research and development building.

     Year Built:                      1979, renovated in 1992

     Size
        Gross Building Area:          104,540 square feet
        Net Rentable Office Area:     104,540 square feet
        Net Useable Area:             104,540 square feet


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

     Condition:                               Average to Good

Operating Data and Forecasts
     Current Occupancy:                       100.0%

     Forecasted First Year Occupancy
      (Fiscal Year 1997):                     100.0%

     Forecasted Average Occupancy:            95.0%

     Average Monthly Rental Rate
        Actual:                               $0.62 per square foot, triple-net
        Forecasted:                           $0.90 per square foot, triple-net

     Operating Expenses
        Last Full Year (1995):                $1.46 per net rentable square foot
        Budget (1996):                        $1.60 per net rentable square foot
        Forecasted (Fiscal Year 1997):        $1.47 per net rentable square foot

Value Indicators
     Sales Comparison Approach:               $9,780,000 ($93.55 per square foot
                                              of net rentable area)

     Income Approach:                         $9,660,000 ($92.40 per square foot
                                              of net rentable area)

Discounted Cash Flow Assumptions
     Market Rental Growth Rate:               3.5% per annum
     Expense Growth Rates:                    3.5% per annum
     Credit Loss Allowance:                   2.0%
     Projected Term of Future Leases:         5 years
     Vacancy Between Tenants                  4 months
     Renewal Probability:                     50.0%
     Tenant Improvements
           New Tenants:                       $10.00 per square foot
           Renewal Tenants:                   $3.50 per square foot
        Commission Expense (Weighted
           Average):                          4.6%
     Terminal Capitalization Rate:            10.0%
     Cost of Sale at Reversion:               3.0%
     Discount Rate:                           12.5%
     Implicit Year 1 Overall 
       Capitalization Rate:                   7.9%

Value Conclusion
     As Is Value Estimate:                    $9,700,000


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Resulting Indicator
   Going-In Capitalization Rate
      (Overall Capitalization Rate):     7.9%

    Price Per Square Foot
      (Net Rentable Area):               $92.79

Estimated Marketing Time:                6 to 12 months

Special Assumption:                      

                                         1) Please refer to the complete list of
                                            assumptions and limiting conditions
                                            included at the end of this report.




                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          TABLE OF CONTENTS
================================================================================


                                                                            Page


PHOTOGRAPHS OF THE SUBJECT PROPERTY .......................................    1

INTRODUCTION ..............................................................    2
   Identification of Property .............................................    2
   Property Ownership and Recent History ..................................    2
   Purpose and Function of the Appraisal ..................................    2
   Extent of the Appraisal  Process .......................................    2
   Date of Value and  Property Inspection .................................    3
   Property Rights Appraised ..............................................    3
   Definitions of Value, Interest Appraised, and Other Pertinent Terms ....    3
   Legal Description ......................................................    4

NEIGHBORHOOD ANALYSIS .....................................................    5
   Market Overview ........................................................    7
   Marketing and Exposure Time ............................................    9

PROPERTY DESCRIPTION ......................................................   11
   Site Description .......................................................   11
   Improvements Description ...............................................   11

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   12

ZONING ....................................................................   13

HIGHEST AND BEST USE ......................................................   14

VALUATION PROCESS .........................................................   15

SALES COMPARISON APPROACH .................................................   16
   "As Is" Valuation ......................................................   20

INCOME APPROACH ...........................................................   21

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   30

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   32

CERTIFICATION OF APPRAISAL ................................................   34

ADDENDA ...................................................................   35

      Legal Description
      Copy of Floor Plans


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          Table of Contents
================================================================================

      Alta Survey
      Flood Plain Map
      Site Plan
      Project Assumptions and Analysis
      Cushman & Wakefield Investor Survey
      Qualifications of Rob D. Perrino
      Qualifications of Kenneth E. Matlin








                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================




                                     [PHOTO]
                               [GRAPHIC OMITTED]

            View of Subject from Patrick Henry Drive facing Southwest








                                     [PHOTO]
                               [GRAPHIC OMITTED]

                           View of the South Elevation



================================================================================

                                       -1-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property is a partial two-story, concrete with stucco,
office/research and development building containing 104,504 square feet of net
rentable area. The building is situated along the southwesterly side of Patrick
Henry Drive, between Old Ironside Drive and Democracy Way within the Marriott
Business Park. The improvements are situated on two contiguous parcels of land
collectively consisting 5.96 acres or 259,616 square feet. The common address is
3200 Patrick Henry Drive, Santa Clara, Santa Clara County, California. The Santa
Clara County Assessor has designated the subject site at as parcel numbers
104-04-089 and 124. The building was constructed in 1979, but renovated in 1992
and is 100 percent occupied by one tenant as of the appraisal date.

Property Ownership and Recent History

     Ownership of the property is currently vested in WHC-Six Real Estate
Limited Partnership. According to the most recent grant deed, the subject
property was acquired in August, 1994, from Prudential Insurance Company as part
of a bulk purchase of properties, for an undisclosed amount.

     The subject property is 100% occupied by Communications & Power Industries
(CPI) through December, 1998. The tenant's contract rent is significantly
below-market. The impact of the property's below-market rent will be addressed
later on in the Income Approach of this report. Presently, the tenant is
marketing the space for sublease at an asking rental rate of $0.90 per square
foot per month on a triple-net basis. CPI is relocating its operation to Palo
Alto in January, 1997. Thus, the space is not deliverable until January, 1997,
which has been a detriment to marketing efforts. According to the listing
brokers, Messrs. Duffy Angelo and Steve Gibson with Colliers Parrish, there has
been a lot of interest in the property, however, tenants want the space today.

     To the best of our knowledge, the property is not currently being offered
for sale, nor have there have been any subsequent ownership transfers.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior and interior of the building and site
          improvements.;

     o    Reviewed the leasing policy, tenant build-out allowances and history
          of recent rental rates and occupancy with the building manager;

     o    Reviewed a detailed history of the income and expenses and a budget
          forecast for 1996, including the budget for planned capital
          expenditures and repairs;


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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<PAGE>


                                                               Introduction
================================================================================

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          on-site managers and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot and overall capitalization
          rates. This process involved telephone interviews with sellers, buyers
          and/or participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

Date of Value and Property Inspection

     The date of value is July 29, 1996, with our date of our last inspection
being the same.

Property Rights Appraised

     Leased fee estate

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well. informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

     (4)  Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     (5)  The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Introduction
================================================================================

     value on the effective date of the appraisal. Exposure time is presumed to
     precede the effective date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions six to twelve months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The fights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     We were provided with an ALTA/ACSM Land Title Survey, dated July 7, 1994,
prepared by International Land Surveying of Norman, Oklahoma. A copy of this
survey is included in the Addenda. We also reviewed the subject's most recent
grant deed for reference to its legal description. A copy of the grant deed is
included in the Addenda.

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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                            Sunnyvale o Santa Clara
                                 North San Jose
                           Commercial Real Estate Map




                               [GRAPHIC OMITTED]


<PAGE>


                            Sunnyvale o Santa Clara
                                 North San Jose
                     Commercial Real Estate Map (continued)




                               [GRAPHIC OMITTED]


<PAGE>

                            Sunnyvale o Santa Clara
                                 North San Jose
                     Commercial Real Estate Map (continued)




                               [GRAPHIC OMITTED]


<PAGE>

                            Sunnyvale o Santa Clara
                                 North San Jose
                     Commercial Real Estate Map (continued)




                               [GRAPHIC OMITTED]


<PAGE>

                            Sunnyvale o Santa Clara
                                 North San Jose
                     Commercial Real Estate Map (continued)




                               [GRAPHIC OMITTED]


<PAGE>

                            Sunnyvale o Santa Clara
                                 North San Jose
                     Commercial Real Estate Map (continued)




                               [GRAPHIC OMITTED]


<PAGE>

                                                      NEIGHBORHOOD ANALYSIS
================================================================================

The subject property is located in the Marriott Business Park, in northern Santa
Clara. The neighborhood boundaries are defined below:

       North     - State Route 237
       South     - U.S. Highway 101
       East      - Lafayette Street
       West      - San Tomas Aquino Creek

     The Marriott Business Park is considered one of the most prestigious parks
in the Santa Clara Valley. It was developed by the Marriott Corporation in 1975
and it includes a total of 475 acres. The total existing inventory of industrial
and office space in the Park is estimated at approximately 5,080,000 square
feet. The Park is quite unique in that it is anchored by both the 300-room
Marriott Hotel and the Great America Amusement Park, now owned by Paramount. The
area also includes the 240,000 square foot Santa Clara Convention Center,
TechMart, and the 500-room Westin Hotel, as well as the Days Inn Hotel and
numerous restaurants.

     The business park evolved into the pacesetter for architectural styles
prevalent in the "Silicon Valley" today. It has expanded on ideas originally
initiated in older parks such as Oakmead and Moffett both located in neighboring
Sunnyvale. Marriott features a high percentage of owner occupied buildings. It
serves as the headquarters for Rolm. During 1989 and 1990, Vintage Properties
completed construction of Phase I of a build-to-suit for 3-Com Corporation.
This development is located on the north side of Old Mountain View-Alviso Road
at Betsy Ross Drive. This facility consists of two, five-story buildings and
two, two-story buildings with an aggregate building area of 442,826 square feet.
Phase II is under construction and will contain two, two-story buildings. Xerox,
Lam Research Corporation, Rolm, Control Data, Claris, AT&T, Xidex, and Hitachi
also pride themselves as being major tenants in the Marriott Business Park.
Currently, the park has very little privately owned land available for
development.

     The most notable developments in the subject neighborhood include: Regency
Plaza, a 13- story, class "A" structure located on the south side of Mission
College Boulevard; and McCandless Towers, which consists of an 11-story, class
"A" structure located just north of U.S. Highway 101. Other large, office
facilities located within and proximate to the subject neighborhood include: the
Lakeside Atrium, a three-story, steel frame office building located along
Lakeside Drive; Parkway Towers, a five-story office structure containing
approximately 80,000 square feet located north of the subject property along
Great America Parkway; and Parkway Plaza, a four-building, office complex
containing a total of approximately 200,000 square feet, located north of the
subject site along Old Ironsides Drive.

     The neighborhood enjoys good access. U.S. Highway 101, the Bayshore
Freeway, forms the southern neighborhood boundary, and provides access from San
Jose to the south and from the San Francisco Peninsula cities to the north.
State Route 237 is located along the subject neighborhood's northerly boundary.
State Route 237 runs east/west and thus provides a direct route to Interstates
880 and 680 which provide access to East Bay communities. Also, due to Measure
"A", State Route 237 is scheduled to be improved. Improvements will include the
elevation of some segments of the highway and the construction of several
off-ramps. These

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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                      Neighborhood Analysis
================================================================================

future improvements will greatly ease traffic congestion during commute hours
and greatly enhance access into the subject neighborhood.

     Great America Parkway is the main arterial serving the subject
neighborhood. It runs north/south and intersects both U.S. Highway 101 and State
Route 237. This six-lane thoroughfare becomes Bowers Avenue immediately south of
U.S. Highway 101.

     The Santa Clara Light Rail Transit system provides access from downtown and
San Jose to the subject neighborhood. This 20-mile system currently provides
access from south San Jose to Downtown San Jose. The rail line terminates near
the corner of Tasman Drive and Great America Parkway, approximately 1/2 mile
north of the subject site.

     Utilities are all immediately available within the neighborhood. The City
of Santa Clara provides not only water and sanitary sewer service but also
electrical power. Pacific Gas & Electric Company supplies only natural gas. It
should be noted that since the City of Santa Clara's electrical rates are less
than those offered by Pacific Gas & Electric, there are considerable savings for
major electrical users. This gives properties within the City of Santa Clara
somewhat of a competitive edge over other areas. Pacific Bell supplied telephone
service to the neighborhood.

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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            MARKET ANALYSIS
================================================================================


Market Overview

     The electronics slump in the Silicon Valley, which began in late-1984 and
early-1985, and the concurrent over-building of the real estate market, caused
the industrial market in Santa Clara to decline between 1984 and 1986. The
slowed pace of new construction in neighboring areas and the gradual
revitalization of the high technology industry caused the market to improve from
1987 to 1988. However, this trend slowed in 1989 and 1990. The market
significantly declined in 1991 due to the Middle East War during the first
quarter of 1991, the recession in California, defense budget cuts, and the
resulting drop in demand for electronics products. The market overall remained
suppressed through 1993. However, the end of the recession in 1994 and the
strong increase in electronic goods demand resulted in a significant market
upturn throughout Silicon Valley which remains today.

Leasing Activity

     The following chart illustrates research and development space absorption
for both the subject market and Silicon Valley as a whole from 1991 through the
second quarter of 1996. Silicon Valley includes all of Santa Clara County and
the Cities of Fremont and Newark, in southernmost Alameda County.

================================================================================
        RESEARCH AND DEVELOPMENT SPACE GROSS ABSORPTION - SILICON VALLEY
================================================================================
                                                                     2nd.  Qtr.
      1991         1992         1993         1994          1995         1996
- --------------------------------------------------------------------------------
   6,034,000    7,617,000    8,626,000    11,697,000    14,905,000    6,900,000
================================================================================

     Absorption in Silicon Valley from 1991 to present experienced similar
patterns much like the subject market. Absorption of research and development
space went from 6,034,000 in 1991 to 7,617,000 in 1992 indicating an increase of
26%. However, the market witnessed a slowdown in 1993 with a 13% increase in
absorption from the previous year. However, absorption in Silicon Valley
increased significantly by 36% in 1994 with 11,697,000 square feet being
absorbed. This trend continued into 1995 with 14,905,000 square feet being
absorbed. As of the end of the second quarter of 1996, the overall market is off
to a steady start with professionals expecting absorption to stabilize from 1995
levels.

================================================================================
          RESEARCH AND DEVELOPMENT SPACE GROSS ABSORPTION - SANTA CLARA
================================================================================
                                                                     2nd.  Qtr.
      1991         1992         1993         1994          1995         1996
- --------------------------------------------------------------------------------
    800,000      825,000     1,442,000     2,097,000     2,610,000      785,000
================================================================================

     Total gross absorption for research and development space in the subject
market increase by 25,000 square feet or by 3% from 1991 to 1992. The market
significantly rebounded between 1992 and 1993 with an increase from 825,000
square feet to 1,442,000 square feet in absorption, or by an unprecedented 75%.
The market continued to improve in 1994 with an increase in absorption by 45% or
655,000 square feet. This trend continued into 1995 with an increase in

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<PAGE>


                                                            Market Analysis
================================================================================

absorption by 25%. In comparison to 1995, the second quarter of 1996 was off to
a slower start, however, market activity is anticipated to remain stable from
the previous year.

Availabilities

     The reader's attention is directed to the following historical industrial
space availability charts. The charts include statistics for all industrial
product types pertaining to both the overall Silicon Valley market and Santa
Clara Market.

<TABLE>
<CAPTION>
==============================================================================================
                   INDUSTRIAL SPACE AVAILABLE - SILICON VALLEY
==============================================================================================
                                                                                    2nd. Qtr.
                     1991         1992        1993          1994          1995        1996
==============================================================================================
<S>               <C>          <C>          <C>          <C>          <C>          <C>
High Technology   17,560,000   16,380,000   15,645,000   13,017,000    9,401,000    6,122,000
- ----------------------------------------------------------------------------------------------
Manufacturing      3,130,000    2,410,000    4,914,000    4,013,000    2,488,000    1,903,000
- ----------------------------------------------------------------------------------------------
Warehouse          3,590,000    5,400,000    3,704,000    3,270,000    2,433,000    2,505,000
- ----------------------------------------------------------------------------------------------
Total             24,280,000   24,190,000   24,263,000   20,300,000   14,322,000   10,530,000
==============================================================================================
</TABLE>

     Due to a sluggish economy, total available industrial space was relatively
flat from 1991 through 1993, between approximately 24,200,000 to 24,300,000
square feet. This was attributable to many factors. Electronic companies were
downsizing their spaces to reduce costs or consolidating operations to larger
facilities. Some companies moved manufacturing operations out of California to
locations where labor and facility costs were lower. The recession and resulting
decrease in demand for electronics products forced many companies to layoff
workers, thus reducing their space requirements.

     However, the easing of the recession in 1994 resulted in renewed
electronics demand. Consequently, total available industrial space in Silicon
Valley decreased from the end of 1993 to the end of 1994 by 16%. This trend
continued through 1995 with the amount of available space declining by 29%. As
of the second quarter of 1996, the overall market continued to experience a
decrease in the amount of available industrial space.

<TABLE>
<CAPTION>
==============================================================================================
                   INDUSTRIAL SPACE AVAILABLE - SILICON VALLEY
==============================================================================================
                                                                                    2nd. Qtr.
                     1991         1992        1993          1994          1995        1996
==============================================================================================
<S>               <C>          <C>          <C>          <C>          <C>          <C>
High Technology   3,830,000    3,334,000    2,652,000    2,277,000     998,000       860,000
- ----------------------------------------------------------------------------------------------
Manufacturing     1,040,000      633,000      535,000      523,000     543,000       562,000
- ----------------------------------------------------------------------------------------------
Warehouse            62,000      331,000      609,000      365,000     385,000       151,000
- ----------------------------------------------------------------------------------------------
Total             4,932,000    4,298,000    3,796,000    3,165,000    1,926,000    1,573,000
==============================================================================================
</TABLE>

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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Market Analysis
================================================================================

     The amount of available space in the subject market has continuously
decreased between 1991 and the second quarter of 1996. The largest decline in
the amount of available space occurred between 1994 and 1995. The amount of
available space decreased by 39%. As of the second quarter of 1996, the amount
of available space continues to decline.

Vacancy Rate

     Cushman & Wakefield estimates the total industrial inventory in Silicon
Valley at 200 million square feet. Thus, the overall vacancy rate for Silicon
Valley industrial market, as of the end of the second quarter of 1996, was
approximately 5.3%. According to Colliers Parrish International market
statistics, as of June 1, 1996, the subject research and development market has
a vacancy rate of approximately 0.3%.

Rental Rates

     We surveyed signed leases for existing, research and development space in
the subject market. Coupon rental rates for single-tenant facilities generally
range from $0.75 to $1.10 per square foot per month, triple-net, depending on
their physical and locational characteristics and the amount of tenant
improvement dollars given. Based on the low vacancy in Santa Clara, specifically
the Marriott Business Park, rental rates are anticipated to increase through
1996.

     Cushman & Wakefield's Financial Services Group reports that the market
environment for investment sales and financing has changed dramatically over the
past 18 months. The national investment sales market is turning from a buyer's
market to a seller's market. The availability of both debt and equity capital
have turned the market around. Real estate as an asset class is again acceptable
to pension funds.

Summary and Conclusions

     In summary, the Silicon Valley economy has significantly improved over the
past 18 months. As a result, the supply of good-quality, industrial space in
Silicon Valley is diminishing. Most brokers and owners interviewed feel that
this trend will continue over the next few years. The subject area remains one
of the most desirable locations in Silicon Valley and is expected to continue
low vacancy along with increasing rental rates.

Marketing and Exposure Time

     Based on the office/research and development facility sales used in this
analysis, our conversations with brokers active in the subject market, and the
subject's size and location, it is our opinion that the subject property would
sell within a six to twelve-month period if actively marketed for sale.

     The Appraisal Standards Board of the Appraisal Foundation defines exposure
time as, "the estimated length of time that the property interest being
appraised would have been offered on the market prior to the hypothetical
consummation of a sale at market value on the effective date of the appraisal; a
retrospective estimate based upon an analysis of past events assuming a

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Market Analysis
================================================================================

competitive and open market." Based on historical market conditions and the
sales analyzed in this report, we estimated the exposure time for the subject
properties to be roughly equal to the marketing time previously stated at six to
twelve months.




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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site is situated along the southwesterly side of Patrick Henry
Drive, between Old Ironside Drive and Democracy Way within the Marriott Business
ark. The common street address is 3200 Patrick Henry Drive, Santa Clara, Santa
Clara County, California. The site (in total) is irregular in shape and contains
5.96 acres or 259,616 square feet of land area. The topography is level and at
street grade. We have assumed that the soil's load-bearing capacity is
sufficient to support the existing and any future structures. All essential
utilities including electricity, water, sewer, and telephone are currently
serving the site.

     According to Community Panel No. 060350-0001C, effective July 16, 1980, the
subject property is situated in Zone "B", an area designated as being outside of
the floodplain.,

Improvements Description

     The subject improvements comprise a partial two-story, concrete and stucco,
office/research and development building. The building has a net rentable area
of 104,540 square feet. The first floor is 80,540 square feet and the second
floor is 24,000 square feet. The improvements are built-out with 50% of drop
ceiling office and lab space with the balance of the space attributable to
manufacturing/warehouse space. The property was constructed in 1979 and
renovated in 1992. Presently, the improvements are 100% occupied by one tenant.

     Construction is typical of office/research and development structures with
concrete panels, poured-in-place concrete foundation, and concrete slab. The
project is heated and cooled with a multi-zoned system with roof-mounted HVAC
systems. Plumbing and electrical is assumed to meet required building codes. The
property has one passenger elevator. In addition, there are three, interior
stairways providing access to the second floor. The property has zoned smoke and
fire alarm systems, and a monitored security system with card access that
restricts non-business hour access.

     The subject has concrete surface parking for 353 vehicles which equates to
a parking ratio of 3.4 spaces per 1,000 square feet of net rentable area.
Patrick Henry Drive is improved with concrete sidewalks, curbs, and gutters. The
site is landscaped with trees, ornamental shrubs and plants located around the
building's perimeter and parking lot.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in average to good condition. No evidence of structural damage
was observed on our physical inspection of the improvements. Further, we are not
aware of any major items of deferred maintenance at this time.

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                                      -11-

                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is located in the City of Santa Clara, County of Santa
Clara, and as such, is taxed by these governing bodies. The subject property is
located in tax rate areas 07-095 and 07-117. The 1995-96 tax rate for these
areas is $1.0436 per $100.00 of the property's assessed valuation. Under the
provisions of Article XIIIA of the California Tax and Revenue Code, properties
are assessed based on their market value as of March 1, 1975. This valuation
may increase only 2% per year until such time as the property is sold,
substantial new construction takes place, or the use of the property is changed.
Under the foregoing circumstances, the properties may be reassessed to their
market value.

     The 1995-96 fiscal year is the most recent year for which assessed
valuation and property tax information is available. The assessed value and
taxes for the property, are as follows:

<TABLE>
<CAPTION>
============================================================================================
                              ASSESSED VALUES AND REAL ESTATE
============================================================================================
                                        Improvement
     A.P.N.          Land Value            Value              Total                 Taxes
============================================================================================
<S>                 <C>                 <C>                <C>                   <C>
   104-04-089            $613,000                  $0           $613,000          $6,567.88
- --------------------------------------------------------------------------------------------
   104-04-124           2,650,000           2,737,000          5,387,000          66,087.42
- --------------------------------------------------------------------------------------------
     Total          $3,263,000.00       $2,737,000.00      $6,000,000.00         $72,655.30
============================================================================================
</TABLE>

     The total real estate taxes and assessments also include vector control,
flood control, and open space assessments. These assessments are reportedly paid
into perpetuity.

     If the property was sold, it would be reassessed according to the
Assessor's opinion of its market value, which is the sale price in most cases.
Based on our estimated value conclusion of $9,700,000, real estate taxes and
assessments after sale would be approximately $105,000.


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                     ZONING
================================================================================

     The City of Santa Clara maintains a Planning Department which has
jurisdiction over all development within the city limits. The City Planning
Department has zoned the subject property ML, or Light Industrial. The general
plan for the site is Industrial/Office/Research and Development. Uses allowed
under these designations include research and development, light manufacturing,
and office uses. Some of the other building requirements under this designation
are as follows:

    Maximum Building Height:     70 feet

    Minimum Setbacks:            25 feet from the front and street side; 10 
                                 feet from the non-street side; and 15 feet 
                                 from the rear.

    Coverage Ratio:              75%, provided setback requirements are met.

    Parking Requirement:         One space for every 300 square feet of office 
                                 space and one space for every 450 square feet 
                                 of industrial (manufacturing/assembly) space.

     Based upon our understanding of the existing zoning ordinance, it appears
the improvements are conforming to current zoning and general plan.

     We are not experts in the interpretation of complex zoning ordinances but
the property appears to be a conforming development. We know of no additional
deed restrictions, private or public, that further limit the subject property's
use beyond those described in the site description.


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                                      -13-

                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing industrial zoning and
the surrounding office/research and development facilities, it appears this use
is supported. Furthermore, as previously discussed in the Market Analysis
section of this report, the subject research and development market has a
vacancy rate of 3.6%. Rental rates for this type of space are continuing to
increase at an unprecedented rate. Therefore, it is our opinion the highest and
best use of the site is for an office/research and development use.

Highest and Best Use, As Improved

     As previously noted in the Property Description section of this report, the
subject site is improved with a partial two-story, 104,540 square foot,
office/research and development building and related site improvements.
Constructed in 1979 and renovated in 1992, the project is in average to good
condition. Further, the design and layout are considered to be very functional
for its current use.

     The subject property is 100 percent occupied by one tenant through
December, 1998. Thus, the improvements are providing a return to the site.
Furthermore, as previously indicated, the subject market's vacancy rate is
declining with rental rates increasing. Therefore, it is our opinion that the
highest and best use of this site, as improved, is for continued use as an
office/research and development building.

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                                    -14- 

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Sales Comparison Approach and Income
Approach to develop a market value estimate for the subject property. Because
this is a summary report, the level of detail of presentation is less than that
found in a self-contained report.

     In our opinion , the Cost Approach is not relevant to this assignment.
Although the subject improvements are approximately 17 years old and of a
conforming type of construction for this market, estimating construction costs
and accrued depreciation for the improvements would be very subjective at best.
Additionally, depreciated replacement cost is not that important to the typical
investor. However, we have made the determination that the building improvements
do not contribute to the overall property value.

In the Sales Comparison Approach, we performed the following steps:

     o    Investigated the market for recent sales of similar office/research
          and development properties.

     o    Analyzed those sales on the basis of the sales price per square foot;
          and

     o    Correlated the value indications into a point value estimate from
          within the range.

In developing the Income Approach we:

     o    Studied the rents in effect in this and competing properties to
          estimate the potential rental income at market levels;

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of expenses and reserves
          for replacement;

     o    Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

     o    Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the term of existing leases. As
          the existing leases expire, the space is estimated to rent at the then
          current market rental rate with appropriate allowances for downtime.
          From potential gross revenues, we subtract vacancy and expenses
          (operating, fixed, and other) to arrive at an estimate of cash flow
          over an 11 year forecast.

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.

================================================================================

                                      -15-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area;

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to a common unit of comparison, such as
          price per square foot of building area (in this case net rentable
          area);

     (5)  making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting the adjusted sales data and draw a logical value
          conclusion.

     In analyzing the leased fee estate of the subject property, the sale prices
inherent in the comparables were reduced to a price per square foot used to
analyze improved properties that are similar to the subject. The price square
foot of net rentable area is the most commonly used measurement to value
office/research and development buildings in the marketplace.

     On the following page is a summary of recent market data considered to be
most indicative of the subject's current market value. A map of the sale
locations is on the following opposing page. A discussion of each comparable
follows.

================================================================================

                                      -16-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                              San Valente Building
                            3200 Patrick Henry Drive
                         Santa Clara County, California
             Office/ Research and Development Building Sales Company

<TABLE>
<CAPTION>
====================================================================================================
                                                            Net        Ceiling     Land              
 Comp.                                           Year     Rentable     Height      Area       %      
  No.            Location          Sale Date     Built      Area       (Feet)     (Acres)   Office   
====================================================================================================

<S>       <C>                        <C>         <C>      <C>         <C>          <C>      <C>      
  I-1     1210 California Circle     May-96      1984     120,576     9' to 16'    9.45     100.0%   
          Milpitas, California

  I-2     45757 Northport Loop       Apr-96      1983     103,060     9' to 16'    6.50      68.0%   
          Fremont, California
  I-3
          3939-4001 North First      Mar-96      1984     134,500     9' to 16'    9.33     100.0%   
          Street
          San Jose, California

  I-4     3939-4001 North First      Apr-96      1985     249,408     9' to 16'    18.05     70.0%   
          Street
          San Jose, California

  I-5     2100-2101 Logic Drive      Apr-95      1982     221,960     9' to 16'    11.56     80.0%   
          San Jose, California
====================================================================================================

 Subj.    San Valente Building       Jul-96      1979     104,540     9' to 16'    5.96      50.0%   
          3200 Patrick Henry                   (ren. 1992)
          Drive                                 
          Santa Clara, California
====================================================================================================
                                      Low                             9' to 16'     6.50     68.0%   
          Data Range                  High                            9' to 16'    18.05    100.0%   
                                      Mean                            9' to 16'    10.98     83.6%   


<CAPTION>
====================================================================================================
                                      % Occ.       Cash          Sale                   Overall     
 Comp.                               on Date     Equivalent      Price      NOI/     Capitalization 
  No.            Location            of Sale     Sale Price     Per SF       SF         Rate        
====================================================================================================
                                                                                                    
<S>       <C>                        <C>        <C>             <C>       <C>             <C>       
  I-1     1210 California Circle     100.0%     $12,670,000     $105.08   $10.05          9.6%      
          Milpitas, California                                                                      
                                                                                                    
  I-2     45757 Northport Loop       100.0%      $9,278,000     $90.03    $8.1           9.0%       
          Fremont, California                                                                       
  I-3                                                                                               
          3939-4001 North First      100.0%     $18,199,317     $135.31   N/A             N/A       
          Street                                                                                    
          San Jose, California                                                                      
                                                                                                    
  I-4     3939-4001 North First      100.0%     $32,000,000     $128.30   N/A             N/A       
          Street                                                                                    
          San Jose, California                                                                      
                                                                                                    
  I-5     2100-2101 Logic Drive      100.0%     $26,000,000     $117.14   $10.48         8.9%       
          San Jose, California                                                                      
====================================================================================================
 Subj.    San Valente Building       100.0%         N/A           N/A     $10.19  *      N/A        
          3200 Patrick Henry                                                                        
          Drive                                                                                     
          Santa Clara, California                                                                   
====================================================================================================
                                     100.0%      $9,278,000      $90.03    $8.11         8.9%       
          Data Range                 100.0%     $32,000,000     $135.31   $10.48         9.6%       
                                     100.0%     $19,629,463     $115.17    $9.55         9.2%       
                                                                                                    



*Note: The subject's NOI per square foot is based on the income forecasted based
on current market rent in the income Approach of this report.
====================================================================================================

</TABLE>
                                      -17-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                  SALES COMPARISON APPROACH
================================================================================

     Comparable I-1 is a mid-1996 sale of a good-quality, office/research and
development building located adjacent just east of Interstate 880 in Milpitas,
just south of the Fremont city border. The property was fully leased to Lam
Research at sale. Reportedly, the rental rate at the time of sale was
approximately $0.90 per square foot per month, triple-net. Reportedly, ten years
remained on the lease at sale.

     Comparable I-2 is the April, 1996 sale of a single-tenant, one-story,
office/research and development building. At the time of sale, the building was
in good condition. The building is fully occupied by Lam Research at a rental of
$0.73 per square foot per month, triple-net, with nine and one-half years
remaining on the lease.

     Comparable I-3 is the sale of two contiguous buildings previously leased to
the buyer. 3939 North First Street contains 62,500 square feet of net rentable
area and 4001 North First Street contains 72,000 square feet of net rentable
area. Cypress Semiconductor occupied 4001 North First Street at sale.
Reportedly, Cypress vacated 3939 North First Street in 1994. Consequently, is
was vacant at sale. Cypress Semiconductor entered into a sales agreement to
purchase both properties on March 15, 1996. The total sales price for both
properties is $15,500,000. However, Cypress Semiconductor planned to
substantially renovate and reconfigure both buildings for its own occupancy.
Cypress Semiconductor will incur $2,146,280 to upgrade the interior of 3939
North First Street prior to occupancy. The upgrades will include the
reconfiguration of the lobby and offices, upgrade of the mechanical systems,
lighting, plumbing, restrooms to ADA standards. Cypress Semiconductor was to
incur $553,017 to upgrade the interior of 4001 North First Street prior to
occupancy. The upgrades include the reconfiguration of the lobby and offices,
new carpet and paint, and upgrade the restrooms to ADA standards. Consequently,
the total consideration to the buyer was $18,199,317, or $135.31 per square
foot.

     Comparable I-4 is an early-1996 sale of a the McCandless Business Park,
consisting of five, one-story, research and development buildings located in the
subject neighborhood. The property was purchased by the majority tenant,
Novellus Systems, who leased three of the buildings and a portion of a fourth,
approximately 70% of the entire property, at the time of sale. Novellus'
contract rental rates ranged from $0.60 to $0.85 per square foot per month,
triple-net. At the time of sale, LTX leased 3930 North First Street through June
20, 1999. The monthly rental rate through lease termination is $0.68 per square
foot, triple-net. Sony leases 3960 North First Street. The lease commenced May
1, 1994 and expires April 30, 1999. The monthly rental rate at sale was also
$0.68 per square foot, triple-net. Novellus planned to occupy the building
leased to Sony shortly after the sale and plans to occupy the building leased to
LTX following its lease expiration in June 1999. One of the buildings occupied
by Novellus, 3950 North First Street, includes 18,000 square feet of class 100
to 1,000 clean rooms and demonstration rooms. These specialized improvements
were constructed by Novellus between 1992 and late-1995.

     Comparable I-5 is the mid-1995 sale of two, two-story buildings, located
proximate to Los Gatos. The buildings contain 141,960 and 80,000 square feet of
net rentable area, and are connected by a breezeway. Collectively, the buildings
include 80% office area and 20% lab area.

================================================================================

                                    -18- 

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

The buildings were in good condition at sale. At the time of sale, Xilinx
Corporation leased the property from Berg & Berg Development at approximately
$0.95 per square foot per month, triple-net. The rental rate increases to $0.99
per square foot in January 1997. The lease expires on December 31, 1999. The
lease rate at sale was considered at market.

Sales Price Per Square Foot Analysis

     The five comparables indicate sales prices ranging from $90.03 to $135.31
per square foot of net rentable area on a cash equivalent basis. The prices per
square foot are influenced by the differences in construction quality and
condition, occupancy levels, character of the tenancy, economics, and location.
Nevertheless, it is important to address each property in terms of the
conventional sequence of adjustments. Following are those considerations which
are relevant to the subject. The first three elements must be considered in
advance of applying any other compensating factors to derive value conclusions
Via the sales price per square foot methodology.

     Property Rights Conveyed

     As shown in the summary table, all of the comparables are encumbered by
leases, therefore, the leased fee estate was conveyed in each of these cases.
Thus, no adjustments were made to the comparables for this variable.

     Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller. Thus,
no adjustments were made to the comparables for financing.

     Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

     Other

     Because of the multiple differences inherent in office/research and
development properties with respect to quality, condition, design, location,
and, in this case economics, not to mention the quality of the tenant base,
mathematical adjustments for the reasoning noted above would be extremely
difficult, at best.

     In our opinion, Comparables I-1 and I-2 are most similar to the subject in
terms of their physical and income attributes. These two comparables sold for
$90.03 and $105.08 per square foot. Based upon all of the above data, we believe
the a unit value of $100.00 per square foot of the net rentable area would be
reasonable and supportable for the subject. Thus, our value range by the Sales
Price Per Square Foot method is as follows:

================================================================================
                       Sales Price Per Square Foot Summary
================================================================================
Net Rentable Area               Sales Price Per.                  Indicated
      (SF)                       Square Foot                        Value
================================================================================
     104,540           X            $100.00         =             $10,454,000
                                  Rounded To:                     $10,450,000
================================================================================

                                      -19-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================


"As Is" Valuation

     In order to estimate the market value of the leased fee estate on an "as
is" basis," we will deduct the impact of the subject's under market rent from
the stabilized value. A further discussion of the below-market rent is presented
in the Income Approach. Therefore, the value of the leased fee estate on an "as
is" basis is calculated and concluded as follows.

================================================================================
                       SALES COMPARISON APPROACH - "As Is"
================================================================================
Stabilized Value                                                     $10,450,000
- --------------------------------------------------------------------------------
Less: PV of Below-Market Rent                                           $670,000
- --------------------------------------------------------------------------------
"As-Is" Value                                                         $9,780,000
================================================================================


================================================================================

                                     -20-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multi-tenant properties, i.e., multiple leases, with staggered
lease terms and varying lease structures; the lease-up of vacant space; and
differing tenant finish allowances, depending upon whether the space is in a
shell or second generation state.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method, in an attempt to
mirror the expectations relative to those variables. Consequently, the
discounted cash flow method affords the most realistic method of reflecting
investor expectations of the current period, as well as the projected recovery
(primarily rental rates in the subject's case). Also, the discounted cash flow
methodology can better quantify the impact of the subject's below market rent
and lease-up costs during tenant turnover. Therefore, it is our opinion that the
discounted cash flow method is the most appropriate method in the valuation of
the subject property. As such, the direct capitalization method will not be used
in this analysis. However, at the conclusion of the Income Approach, we will
analyze the resulting overall capitalization rate derived from the discounted
cash flow analysis as a check for reasonableness.

     In the following sections, we will first analyze the subject's existing
lease and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

Summary of Existing Leases

     As of the effective date of appraisal, the subject property is 100%
occupied by Communications & Power Industries (CPI) December, 1998. The tenant's
contract rent at $0.62 per square foot per month on a triple-net basis is
significantly below-market. The impact of the property's below-market rent will
be addressed later, on in the Income Approach of this report. Presently, the
tenant is marketing the space for sublease at an asking rental rate of $0.90 per
square foot per month, triple-net. CPI is relocating its operation to Palo Alto
in January, 1997. Thus, the space is not deliverable until January, 1997, which
is hindering marketing efforts. According to the listing brokers, Messrs. Duffy
Angelo and Steve Gibson with Colliers Parrish,

================================================================================

                                      -21-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

there has been a lot of interest in the property, however, tenants want the
space today. A rent roll of the subject property abstracting the existing lease
is located in the Addenda.

Lease Expiration

     As part of our risk analysis, we considered the tenant's lease expiration
in approximately two and one-half years. Thus, over the near term, the leasing
exposure is significant. However, market conditions are forecasted to remain
strong into the foreseeable future. Thus, the subject is well positioned to
benefit from strong market conditions (i.e. increasing rental rates).

Estimate of Current Market Rent

     According to the listing brokers, the current quoted rental rate at the
subject property is $0.90 per square foot per month on at triple-net basis.
Tenant finish allowances range from an 'as is' basis to $10.00 per square foot.
In order to gauge the reasonableness of the quoted rent and form a conclusion as
to the current market rent for the subject property as of the appraisal date, we
conducted a survey of the competing area. All of these comparables are
considered to be generally similar to the subject with respect to location,
quality, and functionality. On the following page is a summary of properties
utilized in our rent comparable analysis. A map of the comparable locations is
included on the following opposing page.

================================================================================

                                      -22-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



<TABLE>
<CAPTION>
                                                       San Valente Building
                                                     3200 Patrick Henry Drive
                                            Santa Clara, Santa Clara County, California
                                       Office/Research and Development Building Rental Summary
====================================================================================================================================
                                                                         Net     Ceiling      Building                    Overall   
Comp.                                      Date of       Year         Rentable    Height        Area         Percent      Percent   
No.         Location                        Lease        Built          Area      (Feet)      Leased(SF)     Office        Leased   
====================================================================================================================================
<S>         <C>                             <C>          <C>           <C>          <C>        <C>            <C>          <C>      
R-1         150 River Oaks Parkway          Apr-96       1986          100,024      16         100,024        30.0%        100.0%   
            Santa Clara, California

R-2         2260 & 2280 Agnew Avenue        Mar-96       1985          100,600      16         100,600        35.0%        100.0%   
            Santa Clara, California

R-3         2805 Bowers Avenue              Mar-96       1975          104,000      16         104,000        60.0%        100.0%   
            Santa Clara, California                      ren. 1996

R-4         4800 Patrick Henry Drive        Feb-96       1979           62,964      16          62,964        80.0%        100.0%   
            Santa Clara, California

R-5         4600 Old Ironsides Drive        Jan-96       1978           82,800      16          82,800        50.0%        100.0%   
            Santa Clara, California
====================================================================================================================================
Subject     San Valente Building            Jul-96       1979          104,540      16         104,540        50.0%        100.0%   
            3200 Patrick Henry Drive                     ren. 1992
            Santa Clara, California
====================================================================================================================================
                                       Low               1975           62,964      16          62,964        30.0%        100.0%   
            Data Range:                High              1986          104,000      16         104,000        80.0%        100.0%   
                                       Mean              1981           90,078      16          90,078        51.0%        100.0%   
====================================================================================================================================


<CAPTION>
===============================================================================================
                                                      
                                                 Actual                                         
                                                 Coupon        Lease                  Tenant    
Comp.                                            Lease         Term      Expense     Improvement
No.         Location                             Rate(SF)      (Yrs.)    Provision   Allowance  
===============================================================================================
<S>         <C>                                  <C>            <C>      <C>          <C>       
R-1         150 River Oaks Parkway               $0.75          10       Net          $12.00    
            Santa Clara, California                                                             
R-2         2260 & 2280 Agnew Avenue             $0.79           5       Net          $0.00     
            Santa Clara, California                                                             
R-3         2805 Bowers Avenue                   $1.00           5       Net          $15.00    
            Santa Clara, California                                                             
R-4         4800 Patrick Henry Drive             $1.06           1       Net          $0.00     
            Santa Clara, California                                                             
R-5         4600 Old Ironsides Drive             $0.95           5       Net          $20.00    
            Santa Clara, California                                                             
===============================================================================================
Subject     San Valente Building                 $0.90           5       Net          $5.00     
            3200 Patrick Henry Drive                                                            
            Santa Clara, California                                                             
===============================================================================================
                                                 $0.75           1                    $ 0.00    
            Data Range:                          $1.06          10                    $20.00    
                                                 $0.91           5                    $ 9.40    
===============================================================================================
</TABLE>


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                            INCOME APPROACH
================================================================================

     The rental rates summarized indicate the actual coupon rental rate for the
comparable properties. The comparable properties are deemed to be similar to the
subject in many respects. The coupon rental rates of the comparables range from
$0.75 to $1.06 per square foot per month on a triple-net basis. The tenant
improvement allowance range from an "as is" basis to $20.00 per square foot.

     In summary, less emphasis was placed on comparables R-1 through R-3 since
they are situated outside of the Marriott Business Park. Comparables R-4 and
R-5 are most similar to the subject primarily for their location, age, quality,
and condition of improvements. The rental rates of these comparables range from
$0.95 to $1.06 per square foot per month on a triple-net basis.

     The subject property is being marketed for lease at an asking rental rate
of $0.90 per square foot per month with a negotiable tenant improvement ranging
between $2.00 to $5.00 per square foot. The space is receiving a lot of
activity.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of appraisal:

     1)   The market rental rate for the subject is estimated to equate to $0.90
          per square foot per month of net rentable area, triple-net.

     2)   Future leases are assumed to have a five-year lease term.

     3)   The tenant improvement allowance is projected to be $10.00 per square
          foot for new tenants that lease second generation space and $3.50 per
          square foot for tenant renewals of second generation space.

     4)   Rental rate growth rate of 3.5% per annum.

Impact of Below-Market Rent

     The subject property is currently leased by one tenant at a rental rate of
$0.62 per square foot per month on a triple-net basis. As previously mentioned,
we estimated a current coupon market rental rate for the subject at $0.90 per
square foot per month on a triple-net basis. Consequently, the subject's
contract rent is below-market.

     It is our opinion that it would not be prudent to capitalize the net
operating income based on a property which includes space leased below market.
Therefore, we first estimated the potential gross rental income for the subject
using a current market rental rate of $0.90 per square foot per month on a
triple-net basis, and assuming stabilized occupancy. We will discount the
difference between the contract rental income and the market rental income over
the remaining lease term by a discount rate of 7.0%. Our selection of a 7.0%
discount rate is based on current yields of alternative investments in the
investment marketplace. Presently, AA corporate bonds are yielding approximately
7.6%, long-term treasury bonds are yielding 7.0%, and municipal bonds are
yielding 6.0%. Rental rates in the subject market are increasing, thus, in the
event of a default by an existing tenant there is a strong likelihood that a
leasehold advantage exists. Therefore, the landlord's risk is minimal. As a
result, we selected a safe rate of 7.0% to discount the below-

================================================================================

                                      -24-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

market rent. The discounted value is $670,000. This calculation is presented on
the opposing page. This discounted value will be deducted from our stabilized
value conclusion in the Sales Comparison Approach.

Expense Recovery Income

     Leases for office/research and development space in the subject market are
written on a triple-net basis whereby the tenant pays their pro-rata share of
operating expenses, except for reserves for structural replacements, leasing
commissions, and tenant alterations.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over 2 specified
period time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent. Regarding collection loss specifically, we have applied a two
percent loss factor throughout the holding period primarily as a contingency for
potential collection problems and tenant defaults. This collection loss factor
is applied to rental income from all tenants.

     We have projected an approximate four month vacancy period at the
expiration of every lease with an average lease term of five years. This equates
to a 6.7 percent vacancy factor (four months divided by 60 months). Our analysis
includes a 50 percent probability of rollover (existing tenants re-leasing their
space) and a 50 percent probability of turnover (existing tenants vacating the
premises and new tenants leasing the vacated space).

     The resulting physical (rollover/turnover) occupancy level for the property
within the cash flow is 97.0 percent. In addition to this physical occupancy, we
have projected a 2.0 percent economic vacancy factor, as previously noted.
Therefore, the overall average occupancy factor over the projection term is 95.0
percent.

     The average occupancy level of the subject property's submarket is 0.3
percent. The overall research and development vacancy rate for Silicon Valley is
5.3%. The projected occupancy for the subject is considered reasonable these
figures.

Operating Expenses

     On the facing page is our Historical and Estimated Expense Summary for the
subject property. We based our estimated operating expenses on a review of the
1995 actual itemized expenses for the subject property. In addition, we were
provided with the property's 1996 budget. Finally, we consulted with the subject
property manager and Cushman & Wakefield's Asset Management Group.

     Total operating expenses were $1.48 per square foot in 1995. The 1996
budgeted amount is projected to be higher at $1.55 per square foot. Our fiscal
year 1997 estimate of $1.46 per square foot appears reasonable.

================================================================================

                                      -25-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Income Approach
================================================================================


Other Expenses:

     Other operating expenses include Tenant Improvements and Leasing
Commissions. The probability of incurring future leasing commissions and tenant
alterations is based on a 50 percent probability of turnover (an existing tenant
vacates a space and the space is released to a new tenant) and a 50 percent
probability of rollover (an existing tenant relets his space).

     Tenant Improvements - We have factored a $10.00 per square foot allowance
     for second generation space and an allowance of $3.50 per square foot is
     projected for tenant renewals. The weighted average finish-out allowance
     for all tenants is therefore equal to $6.75 per square foot.

     Tenant improvement costs are projected to increase at a rate of 3.5% per
     year through the projection period.

     Leasing Commissions - For the period under analysis, leasing commissions
     for all new leases are estimated at 23% and 11.5% for renewals. As a result
     of these projections, the weighted average commission applied to all
     expiring space is equal to 4.6%, which we have rounded to 2.3%.

     Capital Replacements/Reserves - Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Based on the
     expense behavior of other comparable properties and the age of the subject
     property, we have estimated capital replacements/reserves at $0.10 per net
     rentable square foot, increasing by 4% per year throughout our analysis.

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value.

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Pius+ computer program. The program has the flexibility to allow for a
tenant by tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. Our eleven-year discounted cash flow analysis can be found on the
following opposing page.

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.

================================================================================

                                      -26-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

================================================================================
                         Summary of Capitalization Rates
================================================================================
                    Sale                     Capitalization
                    No.                           Rate
- --------------------------------------------------------------------------------
                     I-1                          9.6%
                     I-2                          9.0%
                     I-3                          N/A
                     I-4                          N/A
                     I-5                          8.9%
================================================================================

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including possible changes in market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by the
fact that capitalization rates are falling (which is not reflected in the
sales), we are of the opinion that a 10.0 percent terminal capitalization rate
is appropriate to apply to the subject's projected net operating income in the
eleventh year. This results in an estimated terminal value (or sales price) for
the property at the end of the 10th year of $15,522,080 ($1,552,208/.10).

     From this projected sales price, the estimated costs of sale for such items
as real estate commissions, closing costs, legal fees, as well as others, must
be deducted. We have estimated these cost to be three percent of the sales price
resulting in cash flow from the sale of the property in the tenth year of
$15,056,418 ($15,522,080 - $465,662 = $15,056,418).

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================

                                      -27-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

                 CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
          SUMMER 1996 NATIONAL INVESTOR SURVEY FOR INDUSTRIAL BUILDINGS

<TABLE>
<CAPTION>
===========================================================================================================================
                                                                            INCOME             EXPENSE
            GOING IN              TERMINAL              IRR                 GROWTH              GROWTH    
          --------------        -------------       -------------        ------------       --------------       Projection
          LOW       HIGH        LOW      HIGH       LOW      HIGH        LOW     HIGH       LOW       HIGH         Period
===========================================================================================================================
<S>        <C>       <C>        <C>      <C>        <C>      <C>         <C>     <C>        <C>        <C>         <C> <C>
Mean       9.3       9.8        9.8      10.8       12.0     12.4        3.3     4.0        3.2        3.9         8.5-9.8
- ---------------------------------------------------------------------------------------------------------------------------
Range      8.5      11.0        9.5      11.0       11.0     20.0        3.0     4.0        3.0        4.0          5-11
- ---------------------------------------------------------------------------------------------------------------------------
No. of Responses:      10
===========================================================================================================================
</TABLE>

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality industrial properties in
the United States. The entire survey is included in the Addenda..

     The investors internal rates of return cited above range from 10.0 to 14.0
percent. We have selected a 12.5 percent discount rate for the subject property.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart

     The discounted cash flow matrix can be found on the following page.

================================================================================

                                      -28-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================



        PURCHASE/SALE YIELD TABLE FOR SAN VALENTE BLDG., SANTA CLARA, CA
            Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2006)

                         Sale Price(000's)/Terminal Cap

                    16,729   15,849   15,057    14,340  13,688   13,093  12,547
      IRR            9.00     9.50    10.00     10.50   11.00    11.50   12.00
- -------------------------------------------------------------------------------
     11.00          11,284   10,974   10,695   10,442   10,213   10,003   9,811
                     6.73     6.92     7.10     7.27     7.43     7.59    7.74
     11.50          10,899   10,602   10,335   10,094    9,874    9,674   9,490
                     6.97     7.16     7.34     7.52     7.69     7.85    8.00
     12.00          10,530   10,246    9,991    9,760    9,551    9,359   9,183
                     7.21     7.41     7.60     7.78     7.95     8.11    8.27
     12.50          10,177    9,906    9,662    9,441    9,241    9,057   8,889
     ---------------------------------------------------------------------------
                     7.46     7.66     7.86     8.04     8.21     8.38    8.54
     13.00           9,840    9,580    9,347    9,136    8,944    8,768   8,608
                     7.71     7.92     8.12     8.31     8.49     8.66    8.82
     13.50           9,517    9,269    9,045    8,843    8,659    8,492   8,338
                     7.98     8.19     8.39     6.58     8.77     8.94    9.10



Conclusions Via the Income Approach

     The resulting value estimate is $9,660,000, (rounded) or $92.40 per net
rentable square foot, which translates in a 7.6 percent going-in capitalization
rate. This capitalization rate is significantly lower than the comparable
improved sales utilized in the Sales Comparison Approach reflecting the
subject's "upside" potential with its below-market rent.

================================================================================

                                      -29-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

           Sales Comparison Approach                        $9,780,000
           Income Approach                                  $9,660,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than it would cost to buy a comparable substitute property. In this approach,
the subject property was compared with five office/research and development
building sales. We analyzed the sales using the sales price per square foot
method. Although various dissimilarities between the sales and the subject were
noted, the general analysis is believed to provide reasonable support for our
value conclusion. As such, the Sales Comparison Approach is afforded appropriate
weight in the final conclusion.

     The Income Approach is based upon investor expectations for the income
stream generated by an income producing property. After estimating gross income
and the absorption of the vacant space, deductions were made for vacancy and
collection losses, and variable, fixed and other expenses. The resulting net
operating income was then converted into an indication of value by means of
discounted cash flow model.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, as supported by the Sales Comparison Approach, we have formed an
opinion that the market value of the leased fee estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 29, 1996, was:

                   NINE MILLION SEVEN HUNDRED THOUSAND DOLLARS
                                   $9,700,000

================================================================================

                                      -30-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                 Reconciliation and Final Estimate of Value
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time is subsequent to
the effective date of the appraisal, and exposure time is presumed to precede
the effective date of appraisal.

     The estimate of marketing time uses some of the same data analyzed in the
process of estimating the reasonable exposure time and is not intended to be a
prediction of a date of sale.

     Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would approximate six to twelve months.

================================================================================

                                      -31-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

     1)   No opinion is intended to be expressed and no responsibility is
          assumed for the legal description or for any matters which are legal
          in nature or require legal expertise or specialized knowledge beyond
          that of a real estate appraiser. Title to the Property is assumed to
          be good and marketable and the Property is assumed to be free and
          clear of all liens unless otherwise stated. No survey of the Property
          was undertaken.

     2)   The information contained in the Appraisal or upon which the Appraisal
          is based has been gathered from sources the Appraiser assumes to be
          reliable and accurate. Some of such information may have been provided
          by the owner of the Property. Neither the Appraiser nor C&W shall be
          responsible for the accuracy or completeness of such information,
          including the correctness of estimates, opinions, dimensions,
          sketches, exhibits and factual matters.

     3)   The opinion of value is only as of the date stated in the Appraisal.
          Changes since that date in external and market factors or in the
          Property itself can significantly affect property value.

     4)   The Appraisal is to be used in whole and not in part. No part of the
          Appraisal shall be used in conjunction with any other appraisal.
          Publication of the Appraisal or any portion thereof without the prior
          written consent of C&W is prohibited. Except as may be otherwise
          stated in the letter of engagement, the Appraisal may not be used by
          any person other than the party to whom it is addressed or for
          purposes other than that for which it was prepared. No part of the
          Appraisal shall be conveyed to the public through advertising, or used
          in any sales or promotional material without C&Ws prior written
          consent. Reference to the Appraisal Institute or to the MAI
          designation is prohibited.

     5)   Except as may be otherwise stated in the letter of engagement, the
          Appraiser shall not be required to give testimony in any court or
          administrative proceeding relating to the Property or the Appraisal.

     6)   The Appraisal assumes (a) responsible ownership and competent
          management of the Property; (b) there are no hidden or unapparent
          conditions of the Property, subsoil or structures that render the
          Property more or less valuable (no responsibility is assumed for such
          conditions or for arranging for engineering studies that may be
          required to discover them); (c) full compliance with all applicable
          federal, state and local zoning and environmental regulations and
          laws, unless noncompliance is stated, defined and considered in the
          Appraisal; and (d) all required licenses, certificates of occupancy
          and other governmental

================================================================================

                                      -32-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

          consents have been or can be obtained and renewed for any use on which
          the value estimate contained in the Appraisal is based.

     7)   The physical condition of the improvements considered by the Appraisal
          is based on visual inspection by the Appraiser or other person
          identified in the Appraisal. C&W assumes no responsibility for the
          soundness of structural members nor for the condition of mechanical
          equipment, plumbing or electrical components.

     8)   The forecasted potential gross income referred to in the Appraisal may
          be based on lease summaries provided by the owner or third parties.
          The Appraiser assumes no responsibility for the authenticity or
          completeness of lease information provided by others. C&W recommends
          that legal advice be obtained regarding the interpretation of lease
          provisions and the contractual rights of parties.

     9)   The forecasts of income and expenses are not predictions of the
          future. Rather, they are the Appraiser's best estimates of current
          market thinking on future income and expenses. The Appraiser and C&W
          make no warranty or representation that these forecasts will
          materialize. The real estate market is constantly fluctuating and
          changing. It is not the Appraiser's task to predict or in any way
          warrant the conditions of a future real estate market; the Appraiser
          can only reflect what the investment community, as of the date of the
          Appraisal, envisages for the future in terms of rental rates,
          expenses, supply and demand.

     10)  Unless otherwise stated in the Appraisal, the existence of potentially
          hazardous or toxic materials which may have been used in the
          construction or maintenance of the improvements or may be located at
          or about the Property was not considered in arriving at the opinion of
          value. These materials (such as formaldehyde foam insulation, asbestos
          insulation and other potentially hazardous materials) may adversely
          affect the value of the Property. The Appraisers are not qualified to
          detect such substances. C&W recommends that an environmental expert be
          employed to determine the impact of these matters on the opinion of
          value.

     11)  Unless otherwise stated in the Appraisal, compliance with the
          requirements of the Americans With Disabilities Act of 1990 (ADA) has
          not been considered in arriving at the opinion of value. Failure to
          comply with the requirements of the ADA may adversely affect the value
          of the Property. C&W recommends that an expert in this field be
          employed.

================================================================================
                                      -33-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

     1)   Rob D. Perrino inspected the property, and Kenneth E. Matlin , MAI,
          has reviewed the report and concurs with the findings contained
          herein.

     2)   The statements of fact contained in this report are true and correct.

     3)   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4)   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8)   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9)   As of the date of this report, Kenneth E. Matlin, MAI, has completed
          the requirements of the continuing education program of the Appraisal
          Institute.


/s/ Rob D. Perrino
- -----------------------------------------------
Rob D. Perrino
Appraiser
Northern California Valuation Advisory Services
Certification No. AGO02595



/s/ Kenneth E. Matlin
- -----------------------------------------------
Kenneth E. Matlin, MAI
Manager and Director
Northern California Valuation Advisory Services
Certification No. AG2022

================================================================================

                                      -34-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                       
                                                                    ADDENDA
================================================================================
















================================================================================

                                      -35-

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
104-16-27.01, 18.01.01  104-4-21.04
C/I - 735794
INSURED
                                                     12605751
                                                     Recorded at the request of
                                                     Chicago Title Insurance 
                                                     Company
                                                     Aug 04, 1994
Property San Valerno Building
Control No:0041

RECORDING REQUESTED BY AND WHEN
RECORDED TO MAIL TO:
David A. Hymann, Esq.
Agent For Klatner Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, D.C.  20006-5229

MAIL TAX STATEMENTS TO:
J.E. Robert Companies
600 E. Los Collens Blvd.
Suite 1500
Irving, Texas  75099
Attn: Mr. Larry Corman

                             SPECIAL WARRANTY DEED

Parcel No. 104-04-089 and 104-04-124

Documentary transfer tax is not a matter of public record.

     THIS SPECIAL WARRANTY DEED is made as of the 29th day of July, 1994, by The
Prudential Insurance Company of America, a New Jersey 07102, as GRANTOR, to
WHC-SIX Real Estate Limited Partnership, a Delaware limited partnership, whose
address is 11 Center Plaza, Suite 200, Alexandria, VA 22314, as GRANTEE.

     Witness that Grantor, for good and valuable consideration, receipt of which
is acknowledged, grants to Grantee all the real property located in the City of
Santa Clara, Unincorporated Area _______, in the County of Santa Clara, in the
State of California more particularly described in Exhibit A attached hereto,
together with all tenements, hereditaments and appurtenances thereto, subject to
current real property taxes and other assessments, zoning, environmental,
municipal building and other governmental restrictions, laws, rules permits,
approvals, regulations, ordinances, codes, restrictions or legal requirements
and all covenants, conditions, restrictions, easements, rights-of-way and other
matters of record.

     Grantor hereby covenants with Grantee that Grantor will forever defend
Grantee against claims of all persons claiming by, through or under Grantor. No
other covenants or warranties, express or implied, are given by this Deed.


                                      -1-

<PAGE>

     IN WITNESS WHEREOF, Grantor has set his hand as of the day and year first
above written.


ATTEST:                                       GRANTOR:

                                              THE PRUDENTIAL INSURANCE
                                                 COMPANY OF AMERICA



/s/ Lisa Vahelnt                              /s/ Ray Giordano
- ------------------------------                -------------------------------
                                              [SEAL]
NAME:      Lisa Vahelnt                       Name: Ray Giordano
Title      Assistant Secretary                Title:   Vice President



STATE OF NEW YORK                   )
                                    ) ss:
COUNTY OF NEW YORK                  )

     On the 29th day of July 1994, before me personally came Ray Giordano to me
known, who, being by me duly sworn, did depose and say that he resides in
Convent Station, New Jersey, that he is the Vice President of The Prudential
Insurance Company of America, a New Jersey mutual insurance company described in
and which executed the above instrument and that he signed his name thereto by
authority of the board of directors of said company.



                                                     /s/ Lorraine Michaels
                                                     --------------------------
                                                     Notary Public

                                                        LORRAINE MICHAELS
                                                Notary Public, State of New York
                                                         No. 82-4830738
                                                  Certified in Suffolk County
                                                   Commission Expires 2-28-96



                                      -2-
<PAGE>

EXHIBIT A

All that certain real property in the City of Santa Clara, County of Santa
Clara, described as follows:

All of Parcel 13, as shown upon that certain map entitled, Parcel map being a
resubdivision of Parcels 1, 3, 4, 5 & 9 and Areas 5 to 9 as shown on Parcel
Map____ recorded in Deed 365 of Map at pages 24 & 27 Santa Clara County
records, which Map was filed for Record in the office of the Recorder of the
County of Santa Clara, State of California,  November 29, 1976 in Deed ___ of
Maps, as pages 4 and 5.


                                      -3-

<PAGE>


                                [GRAPHIC OMITTED]


                                     MAP OF

                     3200 Patrick Henry Drive, Santa Clara

                                   EXHIBIT A

<PAGE>

                                [GRAPHIC OMITTED]

                             SURVEYOR'S CERTIFICATE


<PAGE>

                                [GRAPHIC OMITTED]


                                     MAP OF

                                     ZONE B

<PAGE>

                       SAN VALENTE BLDG., SANTA CLARA, CA
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF SAN VALENTE BLDG., SANTA CLARA, CA BEGINNING 8/1996
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

BLDA
1996 VALUE -      104,540
THEREAFTER - CONSTANT


GROWTH RATES
- ------------

CPIG
1996 VALUE -        3.50
THEREAFTER - CONSTANT

MKTG
1996 VALUE -        3.50
THEREAFTER - CONSTANT

TAXG
1996 VALUE -        2.00
THEREAFTER - CONSTANT


MARKET RATES
- ------------

MKTR
1996 VALUE -        0.90
THEREAFTER - GROWING AT GROWTH RATE MKTG

TIAN
1996 VALUE -        10.00
THEREAFTER - GROWING AT GROWTH RATE CPIG

TIAR
1996 VALUE -        3.50
THEREAFTER - GROWING AT GROWTH RATE CPIG


MISCELLANEOUS INCOMES
- ---------------------

NONE


EXPENSES
- --------

CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -        0.00
THEREAFTER - GROWING AT GROWTH RATE CPIG

COMMON AREA MAIN. , REFERRED TO AS CAMM
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      10,000
THEREAFTER - GROWING AT GROWTH RATE CPIG

REAL ESTATE TAXES , REFERRED TO AS RETX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     105,000
THEREAFTER - GROWING AT GROWTH RATE TAXG 



                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


INSURANCE          REFERRED TO AS INSU
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -    20,000
THEREAFTER - GROWING AT GROWTH RATE CPIG



                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 2




MANAGEMENT          , REFERRED TO AS MGMT
AN INFORMATIONAL  EXPENSE
1996 VALUE  -     18,248
1997 VALUE  -     18,311
1998 VALUE  -     18,376
1999 VALUE  -     18,489
2000 VALUE  -     28,570
2001 VALUE  -     29,536
2002 VALUE  -     30,535
2003 VALUE  -     31,568
2004 VALUE  -     21,503
2005 VALUE  -     33,395
2006 VALUE  -     34,526
2007 VALUE  -     35,696
2008 VALUE  -     36,907
2009 VALUE  -     26,007
2010 VALUE  -     40,277
THEREAFTER  -  CONSTANT

REIMBURSABLE  EXP. , REFERRED TO AS REIM
AN INFORMATIONAL EXPENSE
+100.0% OF      +100.0% OF CAMM
+100.0% OF RETX +100.0% OF INSU
+100.0% OF  MGMT


VACANCY- ALLOWANCE
- ------------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -         2.00
THEREAFTER - CONSTANT


MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1996 VALUE -         2.00
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD  METHOD #1 - PERCENT OF EACH YEAR'S RENT: 
YEAR 1 - 6.000%
YEAR 2 - 5.000% 
YEAR 3 - 5.000% 
YEAR 4 - 4.000% 
YEAR 5 - 3.000%

STANDARD METHOD #2 -  PERCENT OF EACH YEAR'S RENT:
YEAR 1 - 3.000%
YEAR 2 - 2.500% 
YEAR 3 - 2.500% 
YEAR 4 - 2.000%
YEAR 5 - 1.500%

STANDARD METHOD #3 -   0.000% OF TOTAL RENT

STANDARD METHOD #4 -   0.000% OF TOTAL RENT

STANDARD METHOD #5 -   0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 -  CASHED OUT             


<PAGE>


STANDARD METHOD #2 - CASHED OUT
STANDARD METHOD #3 - CASHED OUT



                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                              PAGE 3



STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

RESERVES
1996 VALUE -       10,500
THEREAFTER - GROWING AT GROWTH RATE CPIG


PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE


COST CENTERS
- ------------

NONE


SALES VOLUME PROFILE
- --------------------

            PERCENT OF       RELATIVE
MONTH      ANNUAL SALES       VOLUME
- -----      ------------      --------
 JAN            8.33%            1.00
 FEB            8.33%            1.00
 MAR            8.33%            1.00
 APR            8.33%            1.00
 MAY            8.33%            1.00
 JUN            8.33%            1.00
 JUL            8.33%            1.00
 AUG            8.33%            1.00
 SEP            8.33%            1.00                   
 OCT            8.33%            1.00      

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


 NOV            8.33%           1.00
 DEC            8.33%           1.00
              -------        -------
TOTALS        100.00%          12.00


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 4



GLOBAL RECOVERIES
- -----------------

NONE


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

NONE


TENANTS
- -------

THERE ARE A TOTAL OF     1 LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

# 1 - SUITE A            COMMUNICATIONS
BASE LEASE DATES:        1/1993 TO 12/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:        104,540
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.62/SF/MO

RECOVERIES:

REIMBURSABLE EXP.
PRO RATA SHARE  RECOVERY OF EXPENSE  REIM PRO RATED ON TENANT  SQUARE
FOOTAGE OVER AREA MEASURE BLDA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR  YEAR  EXPENSE WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE
PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH       VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS   INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------    ------   --------   ---------   -----------   -----------
  1        5.00          4        NONE         NONE        YES           YES
  2        5.00          4        NONE         NONE        YES           YES
  3        5.00          4        NONE         NONE        YES           YES
                              
RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE MKTG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE EXP.                                                         
PRO RATA SHARE RECOVERY OF EXPENSE REIM                            

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


PRO RATED ON TENANT SqUARE FOOTAGE OVER AREA MEASURE BLDA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH






                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                          PAGE 5




RENEWAL COMMISSIONS: STANDARD METHOD #2
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TIAR
RENEWAL PAYOUT:       CASHED OUT






                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


Industrial Market
Business Parks, Other Industrial and Manufacturing
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                       Capitalization Rates                                Growth Rate
                   ---------------------------      Internal      --------------------------------    Typical Projection
                     Going-in     Terminal       Rate of Return        Income           Expenses       Period (Years)
                   Low    High  Low      High     Low      High    Low       High     Low     High       Low      High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>    <C>   <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C> 
Class A-Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      11.0     11.0
                   9.5%   9.5% 10.0%    10.0%    12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      10.0     10.0
                   9.0%   9.0%                   12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
     Responses       4      4     3        3        4        4       4         4        4        4          4        4
     Average (%)   8.9%   9.4%  9.7%    10.7%    11.5%    11.5%    3.3%      4.0%     3.3%     4.0%       8.8     10.3
- ------------------------------------------------------------------------------------------------------------------------------------

Class B-Leased Asset
- ------------------------------------------------------------------------------------------------------------------------------------
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      11.0     11.0
                  10.0%  10.0% 10.5%    10.5%    12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      10.0     10.0
                  10.0%  10.0%                   12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
     Responses       4      4     3        3        4        4        4        4        4        4          4        4
     Average (%)  9.3%    9.8%  9.8%    10.8%    11.5%    11.5%    3.3%      4.0%     3.3%     4.0%       8.8     10.3
- ------------------------------------------------------------------------------------------------------------------------------------


Class A-Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                  10.0%  11.0% 10.0%    11.0%    16.0%    20.0%    4.0%      4.0%     3.0%     3.0%       5.0      5.0
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      11.0     11.0
                  10.0%  10.0% 10.5%    10.5%    12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      11.0     11.0
                  10.0%  10.0%                   12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
     Responses       5      5     4        4        5        5       5         5        5        5          5        5
     Average (%)  9.4%   10.0%  9.9%    10.9%    12.4%    13.2%    3.4%      4.0%     3.2%     3.8%       8.2      9.4
- ------------------------------------------------------------------------------------------------------------------------------------


Class B-Value Added
- ------------------------------------------------------------------------------------------------------------------------------------
                  10.0%  11.0% 10.0%    11.0%    16.0%    20.0%    4.0%      4.0%     3.0%     3.0%       5.0      5.0
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      11.0     11.0
                  10.5%  10.5% 11.0%    11.0%    12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
                   8.5%   9.5%  9.5%    11.0%    11.0%    11.0%    3.5%      4.0%     3.5%     4.0%      11.0     11.0
                  10.5%  10.5%                   12.0%    12.0%    3.0%      4.0%     3.0%     4.0%       7.0     10.0
- ------------------------------------------------------------------------------------------------------------------------------------
     Responses       5      5     4        4        5        5       5         5        5        5          5        5
     Average (%)   9.6%  10.2% 10.0%    11.0%    12.4%    13.2%    3.4%      4.0%     3.2%     3.8%       8.2      9.4
- ------------------------------------------------------------------------------------------------------------------------------------
Total Responses     18     18    14       14       18       18      18        18       18       18         18       18
Average (%)        9.3%   9.8%  9.8%    10.8%    12.0%    12.4%    3.3%      4.0%     3.2%     3.9%       8.5      9.8
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

"Lessed  Asset"  refers  to  predominantly   "passive"   investments   involving
substantially leased Properties

"Value  Added"  denotes   properties   which  require  more  active   management
involvement due to leasing issues and/or additional capital investment for
physical issues



                                 -----------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                 National Investor Survey-Summer 1996

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                QUALIFICATIONS OF APPRAISER
================================================================================

                                                             Rob D. Perrino

Professional Affiliations

     Certified General Real Estate Appraiser, State of California, #AGO02595

     MAI Candidate, Appraisal Institute, #M90-1530

     Broker License, State of California, #01034857

Real Estate E

     Appraiser, Cushman & Wakefield Valuation Advisory Services, San Jose, 
     California

     Division is responsible for the appraisal and consulting function of
     Cushman & Wakefield of California, Inc., a national full service real
     estate organization.

Education

     University of Southern California, Los Angeles, CA
     Bachelor of Science in Economics

     Completed Appraisal Institute Coursework:

        No. 1A-1  - Real Estate Appraisal Principles
        No. 1A-2  - Basic Valuation Procedures
        No. 1B-A  - Capitalization Theory & Techniques, Part A
        No. 1B-B  - Capitalization Theory & Techniques, Part B
        No. 2-1   - Case Studies
        No. 2-2   - Valuation Analysis and Report Writing
        No. 2-3   - Standards of Professional Practices


================================================================================

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                QUALIFICATIONS OF APPRAISER
================================================================================

                                                      Kenneth E Matlin, MAI

Association Membership

     Member Appraisal institute (MAI No. 8397) Senior Residential Appraiser
     Senior Member, American Society of Real Estate Appraisers - Past President 
          of San Jose Chapter
     Brokers License - State of California
     Certified - General, Certificate Number AGO02022
     Kenneth E. Matlin has completed the requirements of the continuing
     education programs of the Appraisal Institute and the American Society of
     Appraisers

Real Estate Experience

     Director and Manager, Cushman & Wakefield Valuation Advisory Services, San
     Jose and San Francisco Divisions. San Jose and San Francisco Divisions are
     responsible for the appraisal and consulting function of Cushman &
     Wakefield of California, Inc., a national full service real estate
     organization.

     Regional Chief Appraiser, California First Bank, San Jose, California,
     between 1974 and 1983.

Education

      California State University of San Diego, California
      Bachelor of Science Degree - Major: Real Estate, Minor: Political 
      Science (1973)

      American Institute of Real Estate Appraisers:

          No. 1-Al  -  Real Estate Appraisal Principles (6-86)
          No. 1-A2  -  Basic Valuation Procedures (3-87)
          No. 1-BA  -  Capitalization Theory & Techniques, Part A (9-87)
          No. 1-BB  -  Capitalization Theory & Techniques, Part B (9-87)
          No. 2-1   -  Case Studies (3-87)
          No. 2-2   -  Valuation Analysis and Reporting Writing (10-86)
          No. 2-3   -  Standard of Professional Practice (6-86)
          No. 410   -  USPAP
          No. 420   -  Standards of Professional Practice (11-93)
          No. 510   -  Advanced Capitalization Theory (7-93)

      Society of Real Estate Appraisers:

          No. 101   - Introduction to Appraising Real Property (8-76)
          No. 201   - Principles of Income Property Appraising (6-75)
          No. 202   - Case Problems (6-83)
          No. R-2   - Single Family Report Exam (2-77)

================================================================================


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 Qualification of Appraiser
================================================================================

                                                     Kenneth E. Matlin, MAI

Litigation Experience

     Qualified as expert witness Santa Clara County Superior Court
     Qualified as expert witness Alameda County Superior Court
     Qualified as expert witness Federal Bankruptcy Court


================================================================================

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                    COMPLETE APPRAISAL OF
                    REAL PROPERTY

                    Existing Office/Research and Development Building
                    19925 Stevens Creek Boulevard
                    Cupertino, Santa Clara County, California




                                    CUSHMAN &
                                  WAKEFIELD(R)
                           ---------------------------
                           VALUATION ADVISORY SERVICES
                           ---------------------------





<PAGE>


                    ------------------------------------------------------------

                    COMPLETE APPRAISAL OF
                    REAL PROPERTY

                    Existing Office/Research and Development Building
                    19925 Stevens Creek Boulevard
                    Cupertino, Santa Clara County, California



                    IN A SUMMARY REPORT

                    As of July 26, 1996


                    Prepared For:

                    GMAC Commercial Mortgage Corporation
                    650 Dresher Road
                    Horsham, PA 19044~8015




                    Prepared By:

                    Cushman & Wakefield of California, Inc.
                    Valuation Advisory Services
                    2055 Gateway Place
                    Suite 550
                    San Jose, California 95070


<PAGE>


Cushman & Wakefield of California, Inc.                                 
2055 Gatewav Place, Suite 550                                          CUSHMAN &
San Jose, CA 95110-1068                                             WAKEFIELD(R)
Tel: (408) 436-5500
Fax: (408) 437~9129



August 2, 1996

Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE:  Appraisal of Real Property
     Existing Office/Research and Development Building
     19925 Stevens Creek Boulevard
     Cupertino, Santa Clara County, California

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the leased fee estate in the referenced
property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We specifically call your
attention to the following special assumptions:

     1)   We were provided with the leases and a rent roll which stated the net
          rentable area of the building. However, building plans were not
          provided. Further, the leases and rent roll were not consistent with
          one another. Therefore, the net rentable area was obtained from the
          most recent rent roll. As a result, any deviation from the stated
          building size (rent roll) could impact the value conclusions contained
          herein.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary Report format according
to our agreement. Because this is a summary report, the level of detail of
presentation is less than that found in a self-contained report.

     This report was prepared for GMAC Mortgage Corporation and it is intended
only for the specified use of said Client. It may not be distributed to or
relied upon by other persons or entities without written permission of the
Appraiser.


<PAGE>


Ms. Tsuya
Page 2
August 2, 1996


     The property was inspected by and the report was prepared by George J.
Geranios. Kenneth E. Matlin, MAI has reviewed the report and is in concurrence
with the findings herein.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
26, 1996 was:


                  TWELVE MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $12,800,000

     The preceding estimate of market value is based upon a forecasted marketing
period of approximately six to nine months, which we believe (through a review
of recent investment building sale activity, as well as with conversations with
local industrial/investment brokers) is reasonably representative for this
product type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.


Respectfully submitted,


CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.


/s/  George J. Geranios
     ---------------------------
     George J. Geranios
     Valuation Advisory Services
     Certification No. AG011942


/s/  Kenneth E. Marlin
     ---------------------------
     Kenneth E. Marlin, MAI
     Managing Director
     Valuation Advisory Services
     Certification No. AGO02022


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                            Existing Office/Research and
                                          Development Building

Location:                                 The subject property is located on an
                                          interior parcel along the northerly
                                          side of Stevens Creek Boulevard in
                                          Cupertino, California. The building's
                                          street address is 19925 Stevens Creek
                                          Boulevard, Cupertino, Santa Clara
                                          County, California.

Assessor's Parcel Number:                 316-21-089

Interest Appraised:                       Leased fee estate

Date of Value:                            July 26, 1996

Date of Inspection:                       July 26, 1996

Ownership:                                WHC-One Investors LP

Land Area:                                4.485 acres or 195,370 square feet

1995 96 Property Assessment
  Land:                                   $ 4,000,000
  Building:                               $ 3,480,000
                                          -----------
    Total:                                $ 7,480,000

Zoning:                                   P, Planned Development-Commercial,
                                          Residential-Office)

Highest and Best Use
  If Vacant:                              Office/Research and Development
                                          building for single- or multi-tenant
                                          use. A holding period would, however,
                                          be required before speculative
                                          development of this type would likely
                                          occur.

  As Improved:                            As developed, with one,
                                          office/research and development
                                          building.



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Improvements
  Type:                                   One, two-story office/research and
                                          development building of concrete
                                          tilt-up construction, plus parking and
                                          landscaped areas

  Year Built:                             1984-85

  Net Rentable Area:                      76,047 square feet

  Condition:                              Average to Good

Operating Data and Forecasts
  Current Occupancy:                      100.0%

  Forecasted First Year Occupancy
    (Calendar Year 1997):                 100.0%

  Forecasted Average Occupancy:           93.5%

  Average Annual Rental Rate
    Actual:                               $20.00 per square foot

    Forecasted:                           $22.80 per square foot

  Operating Expenses
    Last Full Year (1995):                $3.97 per square foot
    Budget (1996):                        $5.00 per square foot
    Forecasted (1996):                    $5.88 per square foot

Value Indicators
  Sales Comparison Approach:              $12,550,000 ($165.10/net square foot)

  Income Approach:                        $12,875,000 ($169.30/net square foot)



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Discounted Cash Flow Assumptions
  Market Rental Growth Rate               3.5% per annum

  Expense Growth Rates
    Property Taxes:                       2.0%
    All others:                           3.5%
  Credit Loss Allowance:                  1.0%
  Projected Term of Future Leases:        5 years
  Vacancy Between Tenants                 4 months
  Renewal Probability:                    50.0%
  Tenant Improvements
    Weighted Average:                     $5.00 per square foot
  Commission Expense
    (Weighted Average):                   Yr. 1 at 3.0%; Yrs. 2 and 3 at 2.5%;
                                          Yr. 4 at 2.0%; and, Yr. 5 at 1.5%

  Terminal Capitalization Rate:           10.0%
  Cost of Sale at Reversion:              3.0%
  Discount Rate:                          12.0%
  Implicit Year 1 Overall
    Capitalization Rate:

Value Conclusion
  Value Estimate:                         $12,800,000

Resulting Indicators
  Going-In Capitalization Rate
    (Overall Capitalization Rate):        9.2%

  Price Per Square Foot
    (Net Rentable Area):                  $168.32

Estimated Marketing Time:                 six to nine months

Special Assumption:                       1)    We were provided with the leases
                                                and a rent roll which stated the
                                                net rentable area of the
                                                building. However, building
                                                plans were not provided.
                                                Further, the leases and roll
                                                were not consistent with one
                                                another. Therefore, the net
                                                rentable area was obtained from
                                                the most recent rent roll. As a
                                                result, any deviation from the
                                                stated building size (rent roll)
                                                could impact the value
                                                conclusions contained herein.



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY .......................................    1

INTRODUCTION ..............................................................    3
  Identification of Property ..............................................    3
  Property Ownership and Recent History ...................................    3
  Purpose and Function of the Appraisal ...................................    3
  Extent of the Appraisal Process .........................................    3
  Date of Value and Property Inspection ...................................    3
  Property Rights Appraised ...............................................    3
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .....    4
  Legal Description .......................................................    5

NEIGHBORHOOD ANALYSIS .....................................................    6
  Summary and Conclusions .................................................    8

OFFICE MARKET ANALYSIS ....................................................    9
  Research and Development Absorption .....................................    9
  Available Research and Development Space ................................   10
  Research and Development Vacancy Rates/Demand/Lease Rates ...............   11
  Land Values .............................................................   11
  Investment Sales ........................................................   11
  Cupertino Office Market .................................................   12
  Office Demand/Lease Rates/Concessions ...................................   13
  Marketing and Exposure Time .............................................   13

PROPERTY DESCRIPTION ......................................................   14
  Site Description ........................................................   14
  Improvements Description ................................................   14

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   15

ZONING ....................................................................   16

HIGHEST AND BEST USE ......................................................   17

VALUATION PROCESS .........................................................   18

SALES COMPARISON APPROACH .................................................   19

INCOME APPROACH ...........................................................   24

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   36


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Table of Contents
================================================================================

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   38

CERTIFICATION OF APPRAISAL ................................................   40

ADDENDA ...................................................................   41



                                                                       CUSHMAN &
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                                        PHOTOGRAPHS OF THE SUBJECT PROPERTY
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                       Entry to American Executive Center





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                                        Photographs of the Subject Property
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                     Stevens Creek Boulevard Facing Westerly



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                                                               INTRODUCTION
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Identification of Property

     The subject property, consists of one, two-story office/research and
development building comprising a net rentable area of approximately 76,047
square feet. The building is situated on a interior 4.485 acre tract of land
that is located along the northerly side of Stevens Creek Boulevard in
Cupertino, California. The common address is 19925 Stevens Creek Boulevard,
Cupertino, Santa Clara County, California. The building was constructed in
1984-85 and is 100.0 percent occupied by three tenants as of the appraisal date.

Property Ownership and Recent History

     Ownership of the property is currently vested in WHC-One Investors, LP. In
August 1994, WHC-One Investors, LP acquired the subject property as a result of
a foreclosure. Details were not provided. As a result, we cannot comment further
on this transfer.

     To the best of our knowledge, the property is not currently being offered
for sale, nor have there have been any subsequent ownership transfers.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Mortgage Corporation in an evaluation of the property for loan underwriting
purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the building and site improvements with the tenant's
          representatives;

     o    Reviewed the leases and rent roll as provided by the client;

     o    Reviewed a detailed history of the income and expenses (1994 to 1995
          and year-to-date 1996) and a budget forecast for 1996 through 2001;

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          market participants and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot and capitalization rates.
          This process involved telephone interviews with sellers, buyers and/or
          participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

Date of Value and Property Inspection

     The date of value is July 26, 1996, being our last inspection of the
buildings.

Property Rights Appraised

     We valued the leased fee estate.


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                                                                       CUSHMAN &
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                                                               Introduction
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Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

     (4)  Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     (5)  The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions six to nine months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.


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                                                                       CUSHMAN &
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                                                               Introduction
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     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     The property contains approximately 4.485 acres of land. A copy of the
legal description as contained in the Surveyor's Certificate (June 1, 1994
Marvin D. Kirkeby) is included in the Addenda.


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                             Cupertino  o  Campbell
                                   Los Gatos

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                                                      NEIGHBORHOOD ANALYSIS
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     The subject property is located along the northerly side of Stevens Creek
Boulevard in the City of Cupertino, County of Santa Clara, State of California.
The neighborhood boundaries are defined below:

     North   --    Homestead Road
     South   --    Stevens Creek Boulevard
     East    --    Lawrence Expressway
     West    --    North De Anza Boulevard

     The subject is bounded by commercial, office, and research and development
uses. The subject neighborhood is currently 95% developed. During the 1980's the
area experienced dramatic changes from a neighborhood featuring older strip
commercial uses along the major arterials and agricultural processing plants to
residential tracts and the development of research and development as well as
office buildings.

     Class "A" office complexes are located along De Anza and Stevens Creek
Boulevards. Apple Computer has constructed a major corporate campus along DeAnza
Boulevard and Interstate 280. It comprises 865,000 square feet.

     Many smaller Class "B" buildings are interspersed along North and South De
Anza Boulevards, Stevens Creek Boulevard, Wolfe Road, Lawrence Expressway, and
other interior streets.

     Industrial uses in the neighborhood are primarily research and development
oriented. Cupertino industrial facilities are located in the Valley Green
Industrial Park, Bubb Road area, and Valico Park.

     Apple Computer is the dominant neighborhood occupant. Apple has constructed
and is occupying the 865,000 square foot corporate headquarters complex located
on a 32 acre site at the southeast intersection of North De Anza Boulevard and
Interstate 280.

     Further, Apple Computer had occupied approximately 1.8 million square feet
of office/research and development space in 38 buildings in the Cupertino
market. Their space commitments range from wood frame single-story 10,000 square
foot buildings to steel frame eight-story mid-rise office buildings of 300,000
square feet.

     In October of 1993, Apple put approximately 200,000 square feet of space on
the market for sublease. This space was located in eight local buildings. By
1994 all of this space was leased. According to Marilyn Lones-Brandt of Apple's
Corporate Real Estate Department, Apple leased for their own use some of these
buildings to accommodate new corporate growth.

     Hewlett Packard Company (HP) owns and occupies a 90 acre campus in
Cupertino consisting of approximately 1.9 million square feet of space. In 1989,
they completed a 180,000 square foot three-story office building on their
campus. HP recently leased approximately 105,000 square feet on Pruneridge
Avenue in Cupertino (September, 1995).


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                                                      Neighborhood Analysis
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     Tandem Computers is headquartered in Cupertino. Most of the buildings it
occupies are company owned. Tandem's headquarters' campus consists of
approximately 86 acres of land. Most of this land is located within the Vallco
Park area.

     Most vacant land is controlled by major developers and corporate users in
the area.

     Measurex owns and occupies approximately 400,000 square feet on a 30 acre
campus in Cupertino. Within the past five years, they have completed a 140,000
square foot administrative headquarters building on their campus.

     Other significant commercial uses include:

o    The Cupertino Inn is located at the northwest corner of the Interstate 280
     and North De Anza Boulevard Intersection. It offers 125 rooms with meeting
     facilities.

o    At the northwesterly intersection of Wolfe Road and Interstate 280 is a
     Marriott Hotel with 149 rooms with dining and meeting facilities. The
     Marriott Corporation owns the improvements and leases the land from the
     Marchese family. There are approximately 31 years left on the ground lease
     with one, 35-year renewal option.

o    The Woodcrest Inn located along the northerly side of Stevens Creek
     Boulevard is a 60-room motor inn with limited food and meeting facilities.

     Cupertino offers executive and moderately priced housing with top rated
schools. This attracts high level employees to the area for work and housing
needs.

     Cupertino schools are consistently rated in the top 90 percentile in the
State of California. This is considered to be a significant positive influence
for middle and upper end management personnel locating their businesses as well
as their residences to this community.

     On the westerly portion of the neighborhood is De Anza Junior College and
the Flint Center, a theater featuring live stage performances and informative
lectures from noted national and international speakers.

     At the northwest corner of Stevens Creek Boulevard and Wolfe Road is Vallco
Fashion Park; a quality regional shopping mall anchored by Sears and J.C.
Penney.

     Access to the subject neighborhood is very good. Interstate 280 courses in
a north/south direction providing access northward through the San Francisco
Peninsula terminating in San Francisco. It courses southward through San Jose
and becomes Interstate 680 offering northbound access to Alameda and Contra
Costa Counties. Interstate 280 courses in an easterly/westerly direction through
the neighborhood.

     There are four Interstate 280 interchanges within the neighborhood. The
interchanges are located at North De Anza Boulevard, Wolfe Road, Lawrence
Expressway and proximate to the western border of the neighborhood is another
interchange located at Stevens Creek Boulevard and Highway 85, easterly of Bubb
Road.


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                                                      Neighborhood Analysis
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     Highway 85 opened in October of 1994. Highway 85 courses through Mountain
View and Los Altos beginning at U.S. 101 (the Bayshore Freeway) and terminates
at US 101 near South San Jose. Access to the highway is via Stevens Creek
Boulevard, east of Bubb Road and at Saratoga-Sunnyvale Road, south of Rainbow in
Cupertino.

     Stevens Creek Boulevard and Homestead Road are the major east/west
thoroughfares. Other major streets serving the subject neighborhood include
Stelling Road, North De Anza Boulevard, Blaney Avenue, Wolfe Road, Tantau Road
and Lawrence Expressway coursing in a north/south direction.

     El Camino Real is located one to two miles north of the subject site. It
offers additional commercial, retail and lodging services.

     All utilities are currently supplied to the subject neighborhood. Pacific
Gas & Electric Company provides the major utilities, Pacific Bell provides
telephone service, and the City of Cupertino supplies sanitary, sewer, and
garbage service.

Summary and Conclusions

     The neighborhood contains all of the necessary transportation, utilities,
and other amenities which combined have created an attractive environment for
office, research and development, and lodging uses. It is a well-maintained area
located with very little room for further development. Any additional commercial
or industrial expansion would be within the Vallco Park area. The long term
outlook for the neighborhood is positive.


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                                                            MARKET ANALYSIS
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     The subject property is located in the Cupertino office and industrial
submarkets. These submarkets are a portion of Silicon Valley's overall
commercial and industrial markets. Silicon Valley's industrial market comprises
over 200 million square feet. Much of this space is office/research and
development space. The Valley's total inventory of office space is significantly
smaller at approximately 28.5 million square feet, or less than 15% of the
entire industrial market.

     The subject site is zoned P (Planned Development,-Commercial, Residential,
Office). If vacant, it could be improved to accommodate office and high end,
office/research and development uses. Therefore, we will analyze the industrial
market in connection with the subject property.

Research and Development Absorption

     The first chart illustrates industrial real estate leasing activity within
Silicon Valley by industrial classification from 1989 through 1995. These
industrial classifications include high technology (R&D), manufacturing, and
warehousing. The subject is assumed to be best suited for a high technology
(R&D) use. Thus, we will focus this discussion on absorption within the high
technology sector of the market.

================================================================================
                   SILICON VALLEY INDUSTRIAL SPACE ABSORPTION
- --------------------------------------------------------------------------------
                     1989     1990    1991     1992     1993     1994     1995
================================================================================
High Technology     8,280    8,880   6,035    7,617    8,626   11,697   14,905
Manufacturing       1,770    1,585     875    1,439    1,099    2,867    3,567
Warehouse           3,785    3,540   2,170    2,156    3,600    5,160    5,182
Total              13,835   14,055   9,080   11,212   13,325   19,724   23,654
- --------------------------------------------------------------------------------
in Thousands
================================================================================

     The market survey shows that gross absorption during 1989 was approximately
8.3 million square feet (msf). From 1989 to 1990, absorption increased to
approximately 8.9 msf. In 1991, absorption declined sharply to slightly over 6.0
msf. In 1992, the market's absorption increased to over 7.6 msf. In 1993, the
market experienced significant absorption taking it to over 8.6 msf. 1994 proved
to be a banner year with approximately 11.7 msf of absorption. In 1995,
absorption set a new record level with approximately 14.9 msf of space absorbed.

     Through the second quarter of 1996, high technology absorption in Silicon
Valley stands at approximately 6.9 million square feet which is approximately
one-half of 1995's total high technology absorption.

     The next chart illustrates the absorption of high technology (R&D) space in
the Cupertino market from 1991 through 1995.

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               RESEARCH AND DEVELOPMENT SPACE ABSORPTION CUPERTINO
- --------------------------------------------------------------------------------
                               1991       1992       1993       1994        1995
High Technology              34,450     45,550     63,980    127,064     371,965
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                                                            Market Analysis
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     From 1991 through 1993, absorption within the Cupertino high technology
market ranged from 34,450 to 63,980 square feet. Absorption of high technology
space has been increasing each year. However, in 1994, absorption nearly doubled
from the 1993 level. This significant upward trend continued through 1995 with
approximately 372,000 square feet of high technology absorption.

     Through the second quarter of 1996, Cupertino's leasing activity has slowed
due to the limited amount of large blocks of space which were at one time
available.

Available Research and Development Space

     We surveyed the amount of available research and development space for the
last six years in Silicon Valley. Very little new construction has occurred in
the past six years. Most newer research and development projects were completed
on a build-to-suit basis rather than as speculative developments as lenders were
reluctant to loan on speculative projects.

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                    SILICON VALLEY INDUSTRIAL SPACE AVAILABLE
- --------------------------------------------------------------------------------
                      1989     1990     1991     1992     1993     1994     1996
================================================================================
High Technology     12,060   13,840   13,710   18,260   15,646   13,002    9,401
Manufacturing        2,135    2,540    2,870    3,780    3,705    4,028    2,488
Warehouse            3,625    3,640    3,460    4,375    4,914    3,286    2,433
Total               17,820   20,020   20,040   26,415   24,265   20,317   14,322
- --------------------------------------------------------------------------------
In Thousands
================================================================================

     In 1989, there was 12.1 million square feet (msf) of available
high-technology space. There was an increase in 1990, to 13.8 msf. Available
space decreased modestly to 13.7 msf in 1991. However, the amount of available
space increased dramatically in 1992 to 18.3 msf. In 1993, available space in
Santa Clara County decreased to approximately 15.6 msf. This downward trend
continued through 1994 with 1994 showing only 13.0 msf available. By 1995,
available space decreased to approximately 9.4 million square feet.

     Through the second quarter of 1996, available high technology space stands
at approximately 6.1 million square feet which is over 35% less than the 1995
year end total of 9.4 million square feet.

     The final chart illustrates the amount of available research and
development space in the Cupertino market.

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               RESEARCH AND DEVELOPMENT SPACE AVAILABLE CUPERTINO
- --------------------------------------------------------------------------------
                                1991       1992       1993       1994       1995
High Technology              236,180    194,753    292,048    345,015    161,776
================================================================================

     From 1991 through 1994, the amount of available research and development
space in the Cupertino market ranged between approximately 200,000 to 350,000
square feet. Apple and Tandem both placed large blocks of space onto the market
in late-1993 and early-1994 to consolidate their occupied space. Consequently,
there is a significant increase in Cupertino's


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                                                            Market Analysis
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vacancy over historical levels in 1994. However, by the fourth quarter of 1995,
record absorption reduced the amount of available space to approximately 162,000
square feet.

     Through the second quarter of 1996, Cupertino's available research and
development space stands at less than 30,000 square feet, according to Cushman &
Wakefield's Research Services Department.

Research and Development Vacancy Rates/Demand/Lease Rates

     There are many sources estimating research and development vacancy levels
within Silicon Valley. The base inventory is estimated to over 200 million
square feet. This indicates that the overall industrial vacancy within Silicon
Valley is 5.6% through the second quarter of 1996. Colliers Parrish estimates
Cupertino's R & D vacancy rate at zero% as of June 1, 1996. In June, 1995, they
estimated Cupertino's R&D vacancy rate at approximately 10.6%.

     Discussions with commercial and industrial brokers state that many leases
are now being written with CPI increases or stepped increases. They are also
quick to point out that lease transactions are built around effective rates.

     Market rental rates for research and development space, within the
Cupertino market, generally ranges from $13.80 to $18.60 per square foot per
month on a triple-net basis. The higher rents reflect well-located buildings on
De Anza and Stevens Creek Boulevards. The lower rents reflect older buildings on
Bubb Road. For the most part, rents in the Vallco Park area range from
approximately $12.00 to $16.20 per square foot.

     Landlord concessions are considered to be minimal. In the mid to
late-1980's, tenants were often given up to two years of free rent for a five
year transaction. However, today, we find that free rent is not a major factor
in the market. Rarely, one month of free rent for each lease year may be
granted.

     Landlords are providing fewer dollars for tenant improvement allowances on
previously improved spaces. Our experience, shows that most lease transactions
do provide a minimal tenant improvement allowance; usually under $5.00 per
square foot. In some cases when buildings are outdated for many electronic
company uses, we find tenant improvements approaching the $20.00 per square foot
range.

     Land Values

     Land prices range from approximately $15.00 to $30.00 per square foot.
Sales activity of vacant land is improving as the amount of available space
continues to decrease. Buyers are either owner/users or developers of
build-to-suit projects rather than speculative builders, at this time. Land
values are anticipated to increase at a moderate rate into the foreseeable
future as the amount of well located industrial land diminishes. Commercial land
primarily consists of in-fill parcels.

     Investment Sales

     Cushman & Wakefield's Financial Services Group reports that the market
environment for investment sales and financing has changed dramatically over the
past year. The national


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                                                            Market Analysis
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investment sales market is turning from a buyers market to a modest sellers
market. The availability of both debt and equity capital have turned the market
around. Real estate as an asset class is again acceptable to pension funds.

Cupertino Office Market

     The following is a discussion of Cupertino's office market. We will discuss
vacancy rate trends, available space, and leasing activity from 1989.

<TABLE>
<CAPTION>
==================================================================================================
Cupertino Office           1989       1990       1991       1992       1993       1994       1995
Market
<S>                     <C>        <C>        <C>        <C>        <C>        <C>        <C>    
- --------------------------------------------------------------------------------------------------
Vacancy Rate                5.2%      12.6%      13.1%      11.6%      10.3%      15.4%       3.9%
- --------------------------------------------------------------------------------------------------
Available Space (sf)    127,152    193,025    381,618    340,174    304,431    467,735    117,333
- --------------------------------------------------------------------------------------------------
Leasing Activity (sf)   320,867    146,724    145,899    206,312    298,354    429,694    277,932
==================================================================================================
</TABLE>

     The Cupertino office vacancy rate has experienced wide fluctuations between
1989 and 1995. In 1989 the vacancy rate was 5.2% as a result of the significant
leasing activity occurring in that year. In 1990, the vacancy rate increased to
12.6% and again increased slightly to 13.1% in 1991. In 1992 the vacancy rate
declined slightly to 11.6%. By 1993 the vacancy rate dipped to 10.3%. However
when Apple and Tandem put large blocks of space on the market, the vacancy
increased to 15.4% in 1994. Due to record leasing activity, Cupertino's office
vacancy declined to 3.9% in 1995. As of the second quarter of 1996, the vacancy
rate is 1.2%.

     In 1989, the Cupertino office market had 127,152 square feet available. In
1990, the amount of available space increased to 193,025 square feet or by
51.8%. In 1991, the amount of space available increased significantly to 381,618
square feet. At the same time, the base inventory in Cushman & Wakefield's
Market Research database increased, also. The base inventory in 1990 was
slightly over 1,525,000 square feet and by 1991 the base inventory increased to
2,919,755 square feet. This increase in the base inventory includes the addition
of the newly constructed Apple corporate headquarters and the reclassification
of other buildings. By 1992, the amount of space available declined slightly to
just over 340,000 square feet. By year-end 1993, the amount of space available
further decreased to 304,000 square feet. In 1994, available space was
approximately 468,000 square feet due to a space restructuring by major
companies including Apple and Tandem. By year end 1995, available office space
in Cupertino stood at approximately 117,000 square feet due to significant
leasing activity within the market. Through the second quarter of 1996, only
36,633 square feet are available.

     Leasing activity (includes the leasing of sublease space) was particularly
high in 1989 as projects experienced pre-leasing activity. This includes Apple's
space requirements which were still strong. During the period prior to 1990,
many buildings were still being constructed and experienced pre-leasing and as a
result did not enter into the overall vacancy rate reflected in the 1989 vacancy
level above. Leasing activity in 1990 and 1991 was stable at approximately
147,000 and 146,000 square feet, respectively. However, this is a significant
decrease from 1989 levels. The decline was approximately 54.3% between 1989 and
1990. Leasing activity


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                                                            Market Analysis
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increased in 1992 by approximately 60,400 square feet or 41.4% from 1991.
Leasing activity was approximately 300,000 square feet in 1993 reflecting an
increase in activity of 45% over 1992 levels. By 1994, leasing activity
increased to almost 430,000 square feet. In 1995, leasing activity remained
strong with approximately 278,000 square feet leased. Although this may appear
to be a decline, the decline is due to the limited amount of inventory available
rather than a decrease in demand. Through the second quarter of 1996, leasing
activity was slightly less than 78,000 square feet, again due to the diminishing
supply of available space.

Office Demand/Lease Rates/Concessions

     We surveyed several office buildings within the city limits of Cupertino.
These buildings are primarily located on North De Anza and Stevens Creek
Boulevards.

     Coupon rental rates for class "A" space range from $21.00 to $30.60 per
square foot, fully- serviced. Most monthly coupon, or starting, rental rates for
class "B" facilities range from approximately $13.20 to $24.00 per square foot,
on fully-serviced terms.

     Under fully-serviced terms the landlord is responsible for real estate
taxes, insurance, utilities, janitorial, structural maintenance, and management
costs. However, these leases typically include base year expenses where the
tenants are responsible for increases in the operating expenses beginning in the
second lease year. Operating expenses included in the rent generally ranges from
$6.00 to $9.60 per square foot. Little free rent, if any, is currently being
given. Typical, effective monthly rental rates, calculated by taking the entire
rent paid over the term divided by the number of months in the term, also range
from $16.20 to $28.20 per square foot, fully-serviced. For the most part, leases
generally run from two to seven-years. Tenant improvement allowances for
pre-improved space are provided up to approximately $20.00 per square foot.
Tenant improvement allowances are quoted on the usable area as most office
buildings in the subject market quote load factors near or at 12%.

Marketing and Exposure Time

     Based on research and development facility sales discussed in detail in the
Sales Comparison Approach, and our conversations with brokers active in the
market, it is our opinion that the subject property would sell within a six to
nine-month period if actively marketed for sale.

     The Appraisal Standards Board of the Appraisal Foundation defines exposure
time as the estimated length of time that the property interest being appraised
would have been offered on the market prior to the hypothetical consummation of
a sale at market value on the effective date of the appraisal; a retrospective
estimate based upon an analysis of past events assuming a competitive and open
market." Based on historical market conditions and the sales analyzed in this
report, the exposure time for the subject property is estimated to be roughly
equal to the marketing time stated at six to nine months.


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site comprises one assessor's parcel, on an interior lot, which
is located along the northerly side of Stevens Creek Boulevard in Cupertino,
California. The site rectangular in shape and contains 4.485 acres or 195,370
square feet of land area. The topography is level. We have assumed that the
soil's load-bearing capacity is sufficient to support the existing structures.
All essential utilities including electricity, water, sewer, and telephone are
currently serving the site.

     According to Community Panel No. 060339-0004C, effective May 1, 1980, the
subject property appears to be situated in Zone B, an area designated as not
being within the floodplain. It is our understanding that flood insurance is not
required for B zoned sites for lending purposes.

     The site is not located in a Special Study Zone as established by the
Alquist-Priolo Geological Hazards Act, but is located east of the Monte Vista
Fault.

     The building's parking capacity is 280 parking spaces which results in a
parking ratio of 3.7 parking spaces for every 1,000 square feet of building
area. Parking capacity is considered adequate for the market.

Improvements Description

     The subject is a two-story, concrete tilt-up building wrapped in glass on
all four sides. It comprises approximately 76,047 square feet of net rentable
area. It was constructed in 1984-85. The interior improvements are currently
built out as 100% HVAC office space. The individual floor plans vary in design.

     American Executive Center is a full service executive suite business. As
such, it is heavily partitioned with many private offices. Seagate Computers and
Matsushita Semiconductor (Panasonic) lease the balance of the building. Their
floor plans consist of open office landscaping and private office areas.

     As previously mentioned, the subject has concrete surface parking for
approximately 280 vehicles, and concrete curbs, and sidewalks. The site is
landscaped with trees, ornamental shrubs and plants located around the buildings
and parking lot.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in average to good condition. No evidence of structural damage
was observed on our inspection of the improvements. Further, we are not aware of
any major items of deferred maintenance.


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The building is subject to the taxing jurisdiction of the City of Cupertino
and the County of Santa Clara. The assessor's parcel identification number is
316-21-089.

     The assessor's parcel is located in tax rate area 13-003. The 1995-96 tax
rate for this area is $1.0642 per $100.00 of the property's assessed valuation.

     Under a provision of Article XIIIA of the California Tax and Revenue Code,
properties are assessed based on their market value as of March 1, 1975. This
valuation may increase only 2% per year until such time as the property is sold,
substantial new construction takes place, or the use of the property is changed.
Under the foregoing circumstances, the properties may be reassessed to their
market value.

     The 1995-96 fiscal year is the most recent year for which assessed
valuation and property tax information is available. The assessed value and
taxes for the property follows:

================================================================================
          Assessed                                             Totals
          Values
                   Land                                      $ 4,000,000
                   Improvements                              $ 3,480,000
                                                             -----------
          Total Market                                       $ 7,480,000
          Value
          Tax Rate/$100 of Assessed Value                         1.0642
                                                             -----------
          Total Taxes                                         $79,602.16
          Direct
          Assessments                                         $ 2,477.94
                                                             -----------
          Total Taxes & Assessments                           $82,080.10
================================================================================

     The direct assessments include vector control, library fees, environmental
storm, flood control, and Cupertino sanitary sewer district. These assessments
are perpetual.

     Within the discounted cash flow (DCF) analysis, which is presented later in
this report, we estimated real estate taxes based on the appraised value. For
DCF purposes, real estate taxes are estimated at $140,000.

     If the subject were sold, it would be reassessed at market value by the
County Assessor. The County Assessor commonly bases the market value of a
property on its sale price.


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                     ZONING
================================================================================

     The subject site is located in the City of Cupertino,  and thus comes under
the jurisdiction of the Cupertino City Planning Department.  The site is zoned P
- - Planned Development- Commercial,  Residential, Office. The City's general plan
and the zoning conform to one another.

     P zoning requires that a specific  development plan be approved by the City
Planning  Department.  The subject is used for office space and was  constructed
under an approved master plan.

     Parking is dictated by use.  Parking  requirements  are: one space for each
285 square  feet of building  area for  office,  research  and  development  and
prototype  manufacturing uses. The subject offers one space for every 272 square
feet of net rentable  area (76,047  sf/280).  The actual gross  building area is
larger;  perhaps,  79,861  square feet,  as stated by the property  manager.  In
either case,  the subject  conforms or exceeds the City's  parking  requirement.
Further, the current parking is adequate for the market.

     The existing subject  improvements appear to conform to the existing zoning
regulations.  We know of no other deed  restrictions,  private  or public,  that
further  limit the  subject  property's  use. We cannot  guarantee  that no such
restrictions  exist.  Deed  restrictions  are a  legal  matter  and  only  title
examination by an attorney or title company can usually uncover such restrictive
covenants.  Thus,  we  recommend  a  title  search  to  determine  if  any  such
restrictions do exist.


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally  permissible,  (2)  physically
possible,  (3) financially  feasible,  and (4) maximally  productive.  The size,
shape,  and  physical  attributes  of the  site  are  considered  sufficient  to
accommodate most forms of development.  Given the existing master planned zoning
office/research  and development  uses would be most compatible with surrounding
development.  Further,  as  discussed  in the  Market  Analysis  section of this
report,  the market has  continued  its recovery  with an (June 1996)  occupancy
level of approximately  96.2 percent in the office sector and 100 percent in the
R&D sector. Rental rates for office space in the Cupertino area are at $21.00 to
$28.20  per square  foot,  full  service  and for R&D space at $13.80 to $18.60,
triple-net. Further, the market is very active from an occupancy and rental rate
perspective.  Therefore,  it is our opinion the highest and best use of the site
is for some type of office or office/research and development building.

Highest and Best Use, As Improved

     As noted in the Property  Description  section of this report,  the subject
site is improved with one,  two-story,  76,047  square foot (net rentable  area)
office/research   and  development   building  and  related  site  improvements.
Constructed in 1984-85,  the project is in average to good  condition.  Further,
the design and layout are considered to be functional for its current use.

     The  market  in which  the  subject  competes  is  stable  with  increasing
occupancy levels and rental rates. Therefore, it is our opinion that the subject
property,  as improved,  is capable of providing an adequate  return to the land
over the  foreseeable  future.  This  conclusion  is  supported  by the data and
analysis presented in the balance of this report.  For these reasons,  it is our
opinion  that the  highest  and  best  use of this  site,  as  improved,  is for
continued use as office/research and development building.


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          VALUATION PROCESS
================================================================================

     In this  appraisal,  we have  used  the  Sales  Comparison  and the  Income
Approach to develop  market value  estimates for the subject  property.  Because
this is a summary report,  the level of detail of presentation is less than that
found in a self-contained report.

The Cost Approach, was not performed, due to:

     O    the  age  of  the  improvements   which  make  estimates  of  physical
          depreciation subjective, at best, and

     O    the  relatively  little amount of reliance  placed on this approach by
          market participants including investors and brokers.

In the Sales Comparison Approach, we performed the following steps:

     o    Investigated  the  market  for  recent  sales  of  similar  industrial
          properties.

     o    Analyzed  those sales on the basis of the sales price per square foot;
          and

     o    Correlated  the value  indications  into a point value  estimate  from
          within the range.

In developing the Income Approach we:

     O    Studied  the  rents in  effect  in this and  competing  properties  to
          estimate the potential rental income at market levels;

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an  appropriate  level of expenses and reserves
          for replacement;

     o    Estimated  net  operating  income  and cash  flow by  subtracting  the
          operating,  fixed, and other expenses from the effective gross income;
          and

     o    Prepared a  discounted  cash flow  analysis in which the cash flow and
          property  value at reversion are  discounted to an estimate of current
          market  value  at a  market-derived  discount  rate.  Potential  gross
          revenues  are  estimated  based on a modeling of the actual  rents and
          recovery  provisions in effect through the term of existing leases. As
          the existing leases expire, the buildings are estimated to rent at the
          then  current  market  rental  rate with  appropriate  allowances  for
          downtime.  From  potential  gross  revenues,  we subtract  vacancy and
          expenses  (operating,  fixed,  and other) to arrive at an  estimate of
          cash flow over an 11 year forecast.

     The appraisal  process is concluded by a review and  re-examination of each
of the  approaches to value that have been employed.  Consideration  is given to
the type and reliability of data used, and the  applicability  of each approach.
Finally,  the  approaches  are  reconciled  and  a  final  value  conclusion  is
estimated.


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                                                                       CUSHMAN &
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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach,  we estimated the value by comparing this
property with similar,  recently sold properties in the surrounding or competing
area.  Inherent in this approach is the principle of  substitution,  which holds
that when a property is replaceable in the market,  its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By  analyzing  sales  which  qualify as  arms-length  transactions  between
willing,  knowledgeable  buyers and  sellers,  we can  identify  value and price
trends. The basic steps involved in the application of this approach are:

     (1)  researching  recent,  relevant  property  sales and current  offerings
          throughout the competitive area;

     (2)  selecting and analyzing  those  properties  considered most similar to
          the subject,  considering changes in economic conditions that may have
          occurred  between  the  sale  date and the date of  value,  and  other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable  financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to common units of comparison,  such as price
          per square foot of building area (in this case net rentable area);

     (5)  making  appropriate  comparative  adjustments  to  the  prices  of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting  the  adjusted  sales  data  and  draw  a  logical  value
          conclusion.

     In  analyzing  the leased fee  estate,  the sale  prices  presented  by the
comparables  were reduced to those common  units of  comparison  used to analyze
improved  properties that are similar to the subject.  Of the available units of
comparison,  the sales  price per  square  foot of net  rentable  area  (used by
buyers,  sellers,  and brokers) is the most commonly used  measurement  to value
office/research and development buildings in the marketplace. Due to the limited
amount of relevant  sales within  Cupertino,  we also  included an improved sale
from nearby Los Gatos market  which is  considered  locationally  similar to the
subject's market.

     On the following  page is a summary of recent market data  considered to be
most indicative of the subject's current market value.


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


<TABLE>
<CAPTION>
                                                    19925 Stevens Creek Boulevard
                                                        Cupertino, California

                                                      Summary of Improved Sales

===================================================================================================================================
                                                                           Net       Ceiling     Land                 Percent       
  Comp                                                      Year        Rentable    Height      Area     Percent   Occupied on      
   No.             Location                    Sale Date    Built         Area      (Feet)    (Acres)    Office    Date of Sale     
===================================================================================================================================
<S>       <C>                                    <C>         <C>          <C>           <C>       <C>      <C>         <C>          
  I-1     19400 Stevens Creek Boulevard          Mar-95      1979         19,500        9'        1.20     100.0%      100.0%       
          Cupertino, California                                                                                        Appr'd
                                                                                                                        
  I-2     10495 Bandley Drive                    Jun-95      1981         12,320        9'        0.71     100.0%        0.0%       
          Cupertino, California                                                                                         
                                                                                                                        
  I-3     20085 Stevens Creek Boulevard          Feb-94      1984         39,774        9'        2.69     100.0%       81.9%       
          Cupertino, California                                                                                         
                                                                                                                        
  I-4     15951 Los Gatos Boulevard              Apr-95      1983         20,739        9'        1.50     100.0%       66.0%       
          Los Gatos, California                                                                                         
===================================================================================================================================
Subject   19925 Stevens Creek Boulevard          Jul-96     1984-85       76,047        9'       4.485     100.0%      100.0%       
          Cupertino, California                                                                                        Appr'd. 
===================================================================================================================================
                                                   Low       1979         12,320        9'        0.71     100.0%        0.0%       
          Data Range:                             High       1984         39,774        9'       2.690     100.0%      100.0%       
                                                  Mean       1982         23,083        9'       1.525     100.0%       62.0%       
                                                                                                                       

<CAPTION>
====================================================================================================
                                                    Cash         Sale                    Overall      
  Comp                                           Equivalent     Price        NOI/     Capitalization
  No.              Location                      Sale Price     Per SF       SF           Rate       
====================================================================================================
<S>       <C>                                    <C>            <C>        <C>            <C>     
  I-1     19400 Stevens Creek Boulevard          $3,575,000     $183.33    $21.86         11.9%   
          Cupertino, California                                                          
                                                                                         
  I-2     10495 Bandley Drive                    $1,675,000     $135.96    $13.54         10.0%   
          Cupertino, California                                                          
                                                                                         
  I-3     20085 Stevens Creek Boulevard          $3,800,000     $ 95.54    $10.00         10.5%   
          Cupertino, California                                                          
                                                                                         
  I-4     15951 Los Gatos Boulevard              $2,710,000     $130.67    $12.44          9.5%   
          Los Gatos, California                                                          
====================================================================================================
Subject   19925 Stevens Creek Boulevard                 N/A         N/A    $15.46*          N/A   
          Cupertino, California                                                          
====================================================================================================
                                                 $1,675,000     $ 95.54    $10.00          9.5%   
          Data Range:                            $3,800,000     $183.33    $21.86         11.9%   
                                                 $2,940,000     $136.38    $14.46         10.5%   
</TABLE>


*Note: The subject's NOI per square foot is based on the income forecasted in
       the Income Approach of this report.

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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

     The comparable properties are generally similar from a physical standpoint
to the subject, but there are some differences in terms of economic
characteristics as some of the comparables reflected below-market rents.
Generally speaking, the investment market for this type of product is fairly
broad, including foreign, national, and local investors.

Sales Price Per Square Foot Analysis

     The four comparables indicate sales prices ranging from $95.54 to $183.33
per square foot of net rentable area on a cash equivalent basis. The prices per
square foot are influenced by the differences in construction quality, occupancy
levels, character of the tenancy, economics, and location. Nevertheless, it is
important to address each property in terms of the conventional sequence of
adjustments. Following are those considerations which are relevant to the
subject. The first three elements must be considered in advance of applying any
other compensating factors to derive value conclusions via the sales price per
square foot methodology.

     Property Rights Conveyed

     All comparables involved the transfer of the leased fee estate. Therefore,
no adjustment for property rights is indicated.

     Seller Financing/Cash Equivalency

     With the exception of comparables 1-3 and 1-4, all of the comparables were
sold on the basis of cash to the seller. Comparable 1-3 sold with seller
financing at undisclosed terms. In the case of comparable 1-4, the buyer put 17%
cash down and assumed a First Deed of Trust for $1,610,000. In addition, the
seller provided a Second Deed of Trust for $200,000 and a Third Deed of Trust
for the balance. The terms of the seller financing were not disclosed. Due to
the comparable's high vacancy rate (34%), it is our opinion that the seller
financing was required by the buyer to complete the transaction. As a result, an
upward adjustment is indicated for comparables 1-3 and 1-4 for favorable seller
financing. No other adjustment for seller financing/cash equivalency is
indicated for the remaining comparables.

     Conditions of Sale

     The buyers of comparables 1-1 and 1-2. purchased their respective
comparables to facilitate 1031 Tax Exchanges. Further, comparable 1-2's buyer is
an owner-user. It is our opinion that a downward adjustment for conditions of
sale is indicated for these comparables. Comparable 1-3 sold as an REO. Thus, it
is adjusted upward. No adjustment for conditions of sale was made for comparable
1-4.

     Date of Sale

     The market began to improve in late-1994. It is our opinion that an upward
adjustment is indicated for all of the comparables for the upward changes in the
market.

     Location

     The subject offers an average location within the Cupertino market.
Comparables 1-1 through 1-3 are also located within the Cupertino market.
Comparable 1-1 offers inferior access due to its location near the Lawrence
Expressway making it more difficult to access. Thus, an upward adjustment is
indicated. Comparable 1-2 offers a corner location within an area of Cupertino
which offers older buildings. As a result, its superior corner location is
offset by its inferior older


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                  Sales Comparison Approach
================================================================================

neighborhood. Thus, no adjustment for comparable 1-2 is indicated. Comparable
1-3 offers similar locational characteristics to the subject. Therefore, no
adjustment is indicated. Comparable 1-4 is located in nearby Los Gatos. It is
our opinion that although the Los Gatos market is similar to the Cupertino
market, it is slightly inferior. Thus, an upward adjustment for location is
indicated for comparable 1-4 due to its slightly inferior Los Gatos location.

     Condition

     The subject was constructed in 1984-85 and is considered to be in average
condition, overall. The comparables were constructed from 1979 to 1984.
Comparable 1-1 was constructed in 1979 and rehabilitated in 1990. A downward
adjustment is indicated for comparable 1-1 for its superior condition. The
remaining comparables are considered similar with respect to age and condition.
As a result, no further adjustments are indicated for these comparables.

     Economic Characteristics

     The subject is operating at 100% occupancy. American Executive Center is
paying rent on a triple-net basis while Seagate and Matsushita (Panasonic) have
full service leases. The latter two leases are recent (1995).

     Comparable 1-1 sold with triple-net rents at the upper end of the market
(over $24.00/square foot), at sale. The market has been steadily improving since
late-1994. As a consequence, a downward adjustment is indicated for economic
characteristics for this comparable. No adjustment is indicated for comparable
1-2 as it sold to an owner-user. Comparables 1-3 and 1-4 sold with low occupancy
levels. Upward adjustments are indicated for this inferior condition.

     Reconciliation and Conclusion

     Overall, comparable 1-1 is adjusted downward and comparables 1-2 through
1-4 are adjusted upward. Comparables 1-1, 1-2, and 1-4 are the most recent sales
(1995) while comparable 1-3 is the oldest sale (1994). Comparables 1-1 through
1-3 are located within the Cupertino market while comparable 1-4 is located in
the nearby Los Gatos market. Comparables 1-1 and 1-2 sold to facilitate 1031 Tax
Exchanges. Further, comparable 1-2 was purchased by an owner-user.

     In our opinion, most weight is given to comparable 1-1 at the high end and
comparable 1-2 at the low end. Comparables 1-1 and 1-2 form an unadjusted range
from $135.96 to $183.33. Little weight is given to comparable 1-3 primarily due
to its older date of sale and REO status. Little weight was also given to
comparable 1-4 due to its Los Gatos location. Based upon all of the above data,
we believe the value of the subject would be in the range of $160.00 to $170.00
per square foot of net rentable area, or $165.00 per square foot, on average.
Thus, our value by the Sales Price Per Square Foot method is as follows:


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                                      -22-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
================================================================================


================================================================================
                       Sales Price Per Square Foot Summary
================================================================================
Net Rentable Area                Sales Price Per                     Indicated
      (SF)                         Square Foot                         Value
================================================================================
     76,047            X             $165.00            =           $12,547,755
                                   Rounded To:                      $12,550,000
================================================================================


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                                      -23-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multiple leases, with staggered lease terms or varying lease
structures; the lease-up of vacant space; and differing tenant finish
allowances, depending upon whether the space is in a shell or second generation
state. Case in point, direct capitalization cannot recognize the anticipated
strengthening that will continue to occur in the Silicon Valley office/research
and development market over the near term.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method, in an attempt to
mirror the expectations relative to those variables. Overall, market conditions
are still below normalized levels (although the subject's submarket and direct
competition are strengthening rapidly). Consequently, the discounted cash flow
method affords the most realistic method of reflecting investor expectations of
the current period, as well as the projected recovery (primarily rental rates in
the subject's case). Also, the discounted cash flow methodology can better
quantify the impact of multi-tenant leases, with staggered lease terms or
varying rental rate structures than the direct capitalization technique.
Therefore, it is our opinion that the discounted cash flow method is the most
appropriate method in the valuation of the subject property. As such, the direct
capitalization method will not be used in this analysis. However, at the
conclusion of the Income Approach, we will analyze the resulting overall
capitalization rate derived from the discounted cash flow analysis as a check
for reasonableness.

     In the following sections, we will first analyze the subject's existing
leases and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

     Leases for office/research and development space are written on
full-service and triple-net terms. In the full-service lease, the landlord pays
for fixed and variable operating expenses including real estate taxes,
insurance, common area maintenance, utilities, and management. The tenant
reimburses the landlord for increases to those expenses over a base year amount
or negotiated stop amount. In the triple-net lease, the tenant pays for property
taxes, insurance,


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                                      -24-
                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                            Income Approach
================================================================================

fixed and variable operating expenses, and management. The landlord is
responsible for the structural components including the exterior walls and the
roof structure, and at times, the roof membrane.

Summary of Existing Leases

     American Executive Center (AEC) leases 17,762 square feet on the first
floor. They were the original tenant in the subject on a lease which commenced
in 1984. The space is heavily improved with many private offices which are
in-turn rented to individual users, usually on a month-to-month basis. AEC's
current lease is written on triple-net terms and expires in March 2000. The
current rent is $12.00 per square foot per year ($1.00/sq.ft./month). The rent
increases to $13.92 per square foot per year ($1.16/sq.ft./month) in October
1996.

     Seagate Technology leases 44,361 square feet on the first and second
floors. Their lease commenced in August 1995 and expires in August 2000. It is
written on full-service terms. According to the property manager, their base
year for expenses is from August 1995 to July 1996. To date, the base year
expenses have not been calculated. The rent is flat at $22.32 per square foot
per year ($1.86/sq.ft./month).

     Matsushita Semiconductor (Panasonic) leases 13,924 square feet on the
second floor. Their lease commenced in February 1996 and expires in January
2001. It is also written on full-service terms. According to the property
manager, their base year for expenses is the calendar year 1996. To date, the
base year expenses have not been calculated. The current rent is $22.80 per
square foot per year ($1.90/sq.ft./month). The rent increases to $23.40 per
square foot per year ($1.95/sq.ft./month).

Lease Expirations

     As part of our risk analysis, we recognize that two leases expire in the
year 2000 and the third lease expires the following year. Fortunately, that is
four years away. Thus, over the near term, the leasing exposure is fairly
nominal from a risk perspective.

     None of the renewal options contained in the existing leases specify below
market rates. Therefore, at the expiration of those leases which contain renewal
options, we have assumed normal renewal probabilities.

Estimate of Current Market Rent

     All of these comparables are considered to be generally similar with
respect to location and amenities by comparison to the subject property.

     On the following page is a summary of properties utilized in our rent
comparable analysis.


================================================================================

                                      -25-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                                                    Professional Office Building

                                                    19925 Stevens Creek Boulevard

                                                        Cupertino, California

                                                           Rental Summary

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       Building                
                                                                             Net         Ceiling         Area                  
                                                Date of        Year        Rentable       Height        Leased         Percent 
Comp No.  Name/Location                          Lease         Built         Area         (Feet)          (SF)          Office 
- ------------------------------------------------------------------------------------------------------------------------------------

<C>       <S>                                   <C>             <C>         <C>              <C>         <C>            <C>    
  R-1     10101 N. De Anza Boulevard            Feb-96          1984        110,000          9           10,200         100.00%
          Cupertino, California

  R-2     10101 N. De Anza Boulevard            Feb-96          1984        110,000          9           20,104         100.00%
          Cupertino, California

  R-3     20300 Stevens Creek Boulevard         May-95          1985        160,000          9           56,000         100.00%
          Cupertino, California

  R-4     20615 Lazaneo Drive                   Mar-95          1977         20,286          9           20,286         100.00%
          Cupertino, California

- ------------------------------------------------------------------------------------------------------------------------------------
Subject   19925 Stevens Creek Boulevard         Jan-84                       17,762                                            
          Cupertino, California                 Aug-95                       44,381                                            
                                                Feb-96                       13,924                                            
                                                                           --------
          Total                                                1984-85       76,047          9           76,047         100.00%

- ------------------------------------------------------------------------------------------------------------------------------------

                                                Low            1977          20,286          9           10,200         100.0% 
          Data Range:                           High           1985         160,000          9           56,000         100.0% 
                                                Mean           1983         100,072          9           26,648         100.0% 

*Based on the total area leased, not just the finished office area.
*R-4 was written on triple-net terms at $14.40/sq ft. The appraiser converted the rent to full-service terms.

- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                            Actual
                                                 Overall   Effective      Lease                   Tenant
                                                 Percent     Lease        Term      Expense     Improvement
Comp No.  Name/Location                          Leased     Rate (SF)    (Years)   Provision     Allowance
- -----------------------------------------------------------------------------------------------------------
<C>       <S>                                     <C>        <C>            <C>       <C>          <C>
  R-1     10101 N. De Anza Boulevard              95.00%     $22.80         5          FS          As Is
          Cupertino, California

  R-2     10101 N. De Anza Boulevard              95.00%     $22.80         5          FS          As Is
          Cupertino, California

  R-3     20300 Stevens Creek Boulevard          100.00%     $23.64         5          FS          $15.00
          Cupertino, California

  R-4     20615 Lazaneo Drive                    100.00%     $20.40         7          FS*          $5.00
          Cupertino, California

- -----------------------------------------------------------------------------------------------------------
Subject   19925 Stevens Creek Boulevard                      $13.32         5          Net            NA
          Cupertino, California                              $22.32         5          FS             NA
                                                             $23.16         5          FS             NA
                                                
          Total                                  100.00%

- -----------------------------------------------------------------------------------------------------------

                                                   95.0%     $20.40         5                       $5.00
          Data Range:                             100.0%     $23.64         7                      $15.00
                                                   97.5%     $22.41         6                      $10.00




- -----------------------------------------------------------------------------------------------------------
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                           Income Approach
================================================================================

     The rent comparables form a full-service range of $20.40 to $23.64 per
square foot per year on an effective basis ($1.70 to $1.97/sq.ft./month). They
compete in the same market and represent mid-size leases which are comparable to
the subject. Lease terms range from five to seven years.

     Comparables R-1 through R-3 are written on full-service terms while
comparable R-4 was written on triple-net terms. We converted comparable R-4's
rent to full-service terms by adding estimated expenses ($6.00/square foot).

     Comparables R-1 and R-2 were taken on an as is basis. In the case of
comparable R-3, the landlord granted the tenant an improvement allowance of
$15.00 per square foot over an existing $25.00 per square foot interior finish.
There was a $5.00 per square foot tenant improvement allowance granted for
comparable R-4.

     The two most recent leases within the subject range from $22.32 to $22.80
per square foot per year ($1.86 to $1.90/sq.ft./month).

     After considering the competitive properties and the Seagate and Matsushita
leases, it is our opinion that the following parameters are representative of a
market lease for the subject property as of the effective date of appraisal:

     1)   The market rental rate for the subject building is estimated to equate
          to $22.80 per square foot of net rentable area per year
          ($1.90/sq.ft./month), full-service.

     2)   Future leases are assumed to be five-year lease terms.

     3)   The tenant improvement allowance is projected to be $5.00 per square
          foot on a weighted average for tenant renewals of second generation
          space.

Rental Rate Forecast

     Several brokers indicated to us that the quoted rental rates for the
buildings that compete with the subject property have recently experienced
significant increases. Our historical survey presented earlier in the Market
Analysis section supports this contention. Furthermore, it is our opinion that
the subject will likely experience fairly healthy rental rate increases over the
next several years because of increasingly higher occupancy rates in the
subject's market area, coupled with the fact that no new construction will
likely take place because it is not yet feasible from a rental rate perspective.

     As such, we have forecasted a 3.5% annual compounded increase in the market
rental rate for the subject property over the entire holding period in the
discounted cash flow analysis.

Expense Recovery Income

     Based on the subject's 1996 budget and our discounted cash flow analysis,
we have estimated recoveries at $113,885 for the fiscal year ending July 31,
1997 (see DCF).


================================================================================

                                      -27-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent.

     Regarding collection loss specifically, we have applied a one percent loss
factor throughout the holding period primarily as a contingency for potential
collection problems and tenant defaults. This collection loss factor is applied
to rental income from all tenants.

     We have projected an approximate four month vacancy period at the
expiration of every lease with an average lease term of five years. This equates
to a 6.3 percent vacancy factor (four months divided by 64 months including the
four months vacancy). Our analysis includes a 50 percent probability of rollover
(existing tenants re-leasing their space) and a 50 percent probability of
turnover (existing tenants vacating the premises and new tenants leasing the
vacated space).

     The resulting physical (rollover/turnover) occupancy level for the property
within the cash flow is 95.4 percent. In addition to this physical occupancy, we
have projected a 2.0 percent economic vacancy factor, as previously noted.
Therefore, the overall average occupancy factor over the projection term is 93.5
percent.

     According to Colliers Parrish (June 1996), the average occupancy level of
the subject property's submarket is 100 percent for research and development
space which is a substantial increase from the June 1995 occupancy level of 89.5
percent. Cushman & Wakefield's Research Services Group reports Cupertino's
office occupancy level at 98.8 percent through the second quarter of 1996. It is
our opinion that an occupancy level of 93.5 percent is prudent and reasonable
for an investment holding period for the Cupertino market.

Operating and Fixed Expenses

     On the facing page is our Income and Expense Summary for the subject
property. We based our estimated operating expenses on a review of the 1994 and
1995 actual itemized expenses for the subject property. In addition, we were
provided with the property's 1996 budget. Finally, this data was compared with
known operating statements of similar projects, and consultations with the local
property management personnel, as well as Cushman & Wakefield's Management
staff.

     Our initial inputs for the DCF analysis are based on the historic and
budgeted expenses as well as our appraisal files for other similar buildings. An
explanation of our initial inputs follows:


Operating Expenses

     Property Taxes

     The initial input for the discounted cash flow is based on the appraised
value times the tax rate plus the direct assessments giving consideration to the
range of values indicated by the approaches to value.


================================================================================

                                      -28-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     Insurance

     Insurance costs are estimated by using the subject's budgeted 1996 forecast
for insurance and other similar type buildings in the market.

     Common Area Charges

     Common area charges are estimated by using the subject's budgeted 1996
forecast and other similar type buildings in the market.

     Management Fee

     Management expense is estimated at a market rate of 3.0% of the effective
gross income.

Other Expenses:

     Other operating expenses include Tenant Improvements, Leasing Commissions,
and Capital Replacement/Reserves. The probability of incurring future leasing
commissions and tenant alterations is based on a 50 percent probability of
turnover (an existing tenant vacates a space and the space is released to a new
tenant) and a 50 percent probability of rollover (an existing tenant relets his
space).

     Tenant Improvements - We have factored a weighted average of $5.00 per
     square foot allowance for subsequent leases.

     Tenant improvement costs are projected to increase at a rate of 3.5 percent
     per year through the projection period.

     Leasing Commissions - For the period under analysis, leasing commissions
     for all new leases are estimated to be 6.0 percent for year 1; 5.0% for
     years 2 and 3; 4.0% for year 4; and 3.0% for year 5. Renewal commissions
     without brokerage participation.

     As a result of these projections, the weighted average commission applied
     to all expiring space is equal to one-half of the schedule shown above.

     Capital Replacements/Reserves - Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Based on the
     expense behavior of other comparable properties and the age of the subject
     property, we have estimated capital replacements/reserves at $0.10 per net
     rentable square foot, increasing by 3.5 percent per year throughout our
     analysis.

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for the fiscal year ending in July 1997 equates to $454,305 ($5.97 per
square foot of net rentable area), excluding the capital replacements, tenant
improvements and the leasing commissions. Our total projected expenses appear
reasonable when compared to the historical experience and the 1996 budgeted
amount. The primary difference is the increase in the tax assessment and
management fee used for the discounted cash flow analysis.


================================================================================

                                      -29-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Plus+ computer program. The program has the flexibility to allow for a
tenant-by-tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. The annual cash flow report can be found on the following page.


================================================================================
 
                                      -30-
                                                                         
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                        19925 STEVENS CREEK CUPERTINO CA
                            PROJECT DESIGNATOR: AECC
                           REVISION: 8/12/96 @ 17:14
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 8/1/96 FOR 11 YEARS


<TABLE>
<CAPTION>
                       FY1997        FY1998        FY1999        FY2000        FY2001         FY2002  
<S>                   <C>           <C>           <C>           <C>           <C>           <C>      
INCOME
- ------
MINIMUM RENT:
ALL TENANTS           1,549,167     1,554,851     1,559,028     1,480,790     1,473,718     2,086,021
                     ----------    ----------    ----------    ----------    ----------    ----------
TOTAL MINIMUM RENT    1,549,167     1,554,851     1,559,028     1,480,790     1,473,718     2,086,021

RECOVERIES:
REIMBURSABLE 2           94,690        97,508       100,415        68,520       106,506       109,697
REIMBURSABLES            19,195        28,852        38,780        44,038         7,836         8,995
                     ----------    ----------    ----------    ----------    ----------    ----------
TOTAL RECOVERIES        113,885       126,360       139,195       112,558       114,342       118,692



                     ----------    ----------    ----------    ----------    ----------    ----------
GROSS RENTAL
  INCOME              1,663,052     1,681,211     1,698,223     1,593,348     1,588,060     2,204,713
CREDIT LOSS             (33,261)      (33,624)      (33,964)      (31,867)      (31,761)      (44,094)
                     ----------    ----------    ----------    ----------    ----------    ----------
TOTAL INCOME          1,629,791     1,647,587     1,664,259     1,561,481     1,556,299     2,160,619

EXPENSES
- --------
PROPERTY TAX            141,633       144,466       147,355       150,302       153,308       156,375
INSURANCE                31,429        32,529        33,667        34,846        36,065        37,328
COMMON AREA R & M       232,349       240,481       248,898       257,609       266,626       275,958
MANAGEMENT FEE           48,894        49,428        49,928        46,844        46,689        64,819
                     ----------    ----------    ----------    ----------    ----------    ----------
TOTAL EXPENSES          454,305       466,904       479,848       489,601       502,688       534,480
                     ----------    ----------    ----------    ----------    ----------    ----------
NET OPERATING
  INCOME              1,175,486     1,180,683     1,184,411     1,071,880     1,053,611     1,626,139

ALTERATIONS                   0             0             0             0       448,034             0
COMMISSIONS                   0             0             0             0       251,981             0
RESERVES                  7,800         8,073         8,356         8,648         8,951         9,264
                     ----------    ----------    ----------    ----------    ----------    ----------
CASH FLOW             1,167,686     1,172,610     1,176,055     1,063,232       344,645     1,616,875

<CAPTION>

                       FY2003         FY2004        FY2005        FY2006        FY2007
<S>                   <C>           <C>           <C>           <C>           <C>      
INCOME
- ------
MINIMUM RENT
ALL TENANTS           2,159,032     2,234,597     2,312,808     1,659,567     2,377,205
                     ----------    ----------    ----------    ----------    ----------
TOTAL MINIMUM RENT    2,159,032     2,234,597     2,312,808     1,659,567     2,377,205

RECOVERIES:
REIMBURSABLE 2          112,988       116,384       119,887        83,047       127,232
REIMBURSABLES            22,989        36,209        46,836        26,413        16,625
                     ----------    ----------    ----------    ----------    ----------
TOTAL RECOVERIES        135,977       152,593       166,723       109,460       143,857




                     ----------    ----------    ----------    ----------    ----------
GROSS RENTAL
  INCOME              2,295,009     2,387,190     2,479,531     1,769,027     2,521,062
CREDIT LOSS             (45,900)      (47,744)      (49,591)      (35,381)      (50,421)
                     ----------    ----------    ----------    ----------    ----------
TOTAL INCOME          2,249,109     2,339,446     2,429,940     1,733,646     2,470,641

EXPENSES
- --------
PROPERTY TAX            159,502       162,692       165,946       169,265       172,650
INSURANCE                38,634        39,986        41,386        42,834        44,333
COMMON AREA R & M       285,616       295,613       305,959       316,668       327,751
MANAGEMENT FEE           67,473        70,183        72,898        52,009        74,119
                     ----------    ----------    ----------    ----------    ----------
TOTAL EXPENSES          551,225       568,474       586,189       580,776       618,853
                     ----------    ----------    ----------    ----------    ----------
NET OPERATING
  INCOME              1,697,884     1,770,972     1,843,751     1,152,870     1,851,788

ALTERATIONS                   0             0             0       433,917        98,206
COMMISSIONS                   0             0             0       244,041        55,232
RESERVES                  9,588         9,924        10,271        10,631        11,003
                     ----------    ----------    ----------    ----------    ----------
CASH FLOW             1,688,296     1,761,048     1,833,480       464,281     1,687,347

</TABLE>

================================================================================

                                      -31-
                                                                                
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Income Approach
================================================================================

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.

================================================================================
                         Summary of Capitalization Rates
================================================================================
                       Sale                    Capitalization
                        No.                         Rate
================================================================================
                        1-1                         11.9%
                        1-2                         10.0%
                        1-3                         10.5%
                        1-4                          9.5%
================================================================================

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including possible changes in market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by the
fact that capitalization rates are falling, we are of the opinion that a 10.0
percent terminal capitalization rate is appropriate to apply to the subject's
projected net operating income in the eleventh year. This results in an
estimated terminal value (or sales price) for the property at the end of the
10th year of $18,517,840 ($1,851,784/.10).

     From this projected sales price, the estimated costs of sale for such items
as real estate commissions, closing costs, legal fees, as well as others, must
be deducted. We have estimated these costs to be three percent of the sales
price resulting in cash flow from the sale of the property in the tenth year of
$18,462,286 ($18,517,840 - $55,554).

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar- quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.


================================================================================

                                      -32-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Income Approach
================================================================================

                 CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
       SUMMER 1996 NATIONAL INVESTOR SURVEY FOR SUBURBAN OFFICE BUILDINGS

<TABLE>
<CAPTION>
========================================================================================================
                 GOING IN        TERMINAL         IRR            INCOME        EXPENSE
                                                                 GROWTH        GROWTH
                                                                                            Projection
             -----------------------------------------------------------------------------
                LOW    HIGH    LOW     HIGH    LOW    HIGH     LOW   HIGH     LOW    HIGH     Period
========================================================================================================
<S>             <C>     <C>     <C>    <C>     <C>    <C>      <C>    <C>     <C>    <C>      <C>
Mean            9.2     9.8     9.6    10.1    12.9   13.5     3.6    4.1     3.4    3.6      7.7-8.7
- --------------------------------------------------------------------------------------------------------
Range           8.0    12.0     8.5    11.0    10.5   20.0     2.0    7.0     2.0    4.3        5-11
- --------------------------------------------------------------------------------------------------------
No. of Responses: 37 to 45
========================================================================================================
</TABLE>

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality office building properties
in the United States. The entire survey is included in the Addenda to this
report.

     The investor's internal rates of return cited above range from 10.5 to 20.0
percent. We have selected a 12.0 percent discount rate for the subject property.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart

     The discounted cash flow matrix can be found on the following page.


================================================================================

                                      -33-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Income Approach
================================================================================

         PURCHASE/SALE YIELD TABLE FOR 19925 STEVENS CREEK CUPERTINO CA
                           REVISION: 8/12/96 @ 17:14
             Purchase Price(OOO's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2007)

                         Sale Price(OOO's)/Terminal Cap
             20,510    19,984    19,485    19,009    18,557    18,125    17,713
  IRR         9.50      9.75     10.00     10.25     10.50     10.75     11.00
- --------------------------------------------------------------------------------
11.00        14,133    13,967    13,808    13,657    13,514    13,377    13,246
              8.32      8.42      8.51      8.61      8.70      8.79      8.87
11.50        13,641    13,482    13,332    13,188    13,051    12,921    12,797
              8.62      8.72      8.82      8.91      9.01      9.10     9.19
12.00        13,172    13,021    12,877    12,740    12,610    12,486   12,368
              8.92      9.03      9.13      9.23      9.32      9.41      9.50
12.50        12,724    12,580    12,443    12,313    12,189    12,071    11,958
              9.24      9.34      9.45      9.55      9.64      9.74      9.83
13.00        12,297    12,159    12,029    11,905    11,787    11,675    11,567
              9.56      9.67      9.77      9.87      9.97     10.07     10.16
13.50        11,889    11,758    11,634    11,516    11,403    11,296    11,194
              9.89     10.00     10.10     10.21     10.31     10.41     10.50


================================================================================

                                      -34-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Income Approach
================================================================================

Conclusions Via the Income Approach

     The resulting value estimate is $12,875,000 (rounded), or $169.30 per net
rentable square foot, which translates in a 9.1 percent ($1,175,486/$12,875,000)
going-in capitalization rate.


================================================================================

                                      -35-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

          Cost Approach                                    NA
          Sales Comparison Approach                   $12,550,000
          Income Approach                             $12,875,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     The Cost Approach was not utilized in this appraisal primarily due to the
subjectivity in estimating physical depreciation and the little reliance placed
by market participants in using this approach to value this type of asset.

     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than it would cost to buy a comparable substitute property. In this approach,
the subject property was compared with five comparable building sales. We
analyzed the sales using the sales price per square foot due to the market's
preference for this method. Although various dissimilarities between the sales
and the subject were noted, the general analysis is believed to provide
reasonable support for our value conclusion. As such, the Sales Comparison
Approach is afforded appropriate weight in the final conclusion.

     The Income Approach is based upon investor expectations for the income
stream generated by an income producing property. After estimating gross income
and the absorption of the vacant space, deductions were made for vacancy and
collection losses, and variable, fixed and other expenses. The resulting net
operating income was then converted into an indication of value by means of
discounted cash flow model.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, as supported by the Sales Comparison Approach, we have formed an
opinion that the market value of the leased fee estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 26, 1996, was:

                  TWELVE MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $12,800,000


================================================================================

                                      -36-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                 Reconciliation and Final Estimate of Value
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time is subsequent to
the effective date of the appraisal, and exposure time is presumed to precede
the effective date of appraisal.

     The estimate of marketing time uses some of the same data analyzed in the
process of estimating the reasonable exposure time and is not intended to be a
prediction of a date of sale.

     Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would approximate six to nine months.


================================================================================

                                      -37-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1)   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2)   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3)   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4)   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W`s prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5)   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

6)   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental


================================================================================

                                      -38-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                   Assumptions and Limiting Conditions
================================================================================

     consents have been or can be obtained and renewed for any use on which the
     value estimate contained in the Appraisal is based.

7)   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8)   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9)   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraisers best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10)  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11)  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.


================================================================================

                                      -39-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

     1)   I, George J. Geranios inspected the property, and 1, Kenneth E.
          Matlin, MAI, have reviewed the report and concur with the findings
          contained herein.

     2)   The statements of fact contained in this report are true and correct.

     3)   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4)   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8)   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9)   As of the date of this report, Kenneth E. Matlin, MAI, has completed
          the requirements of the continuing education program of the Appraisal
          Institute.


/s/  George J, Geranios
     -----------------------
     George J, Geranios
     Valuation Advisory Services
     Certification No. AG011942



/s/  Kenneth E. Matlin
     -----------------------
     Kenneth E. Matlin, MAI
     Managing Director
     Valuation Advisory Services
     Certification No. AG002022


================================================================================

                                      -40-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                    ADDENDA
================================================================================

     Legal Description
     Investor Survey
     DCF Assumptions
     Appraisers' Qualifications


================================================================================

                                      -41-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                             SURVEYOR'S CERTIFICATE
                                  JUNE 1, 1994

THE  UNDERSIGNED, BEING A DULY LICENSED AND QUALIFIED SURVEYOR IN AND FOR THE
STATE OF CALIFORNIA, DOES HEREBY CERTIFY TO:

     WHO-[ILLEGIBLE] Real Estate Limited Partnership. A Delaware limited
     partnership. GENERAL ELECTRICAL CAPITAL CORPORATION
     CHICAGO TITLE INSURANCE COMPANY

THAT THIS SURVEY PRINT IS A TRUE AND ACCURATE  SURVEY BASED ON AN  INSPECTION OF
THE FOLLOWING DESCRIBED REAL ESTATE (THE "PREMISES:):

     ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF CUPERTINO, COUNTY OF
     SANTA CLARA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS;

     PARCEL ONE:

     ALL OF PARCEL 1, AS SAID PARCEL IS SHOWN ON THAT CERTAIN PARCEL MAP FILED
     FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA,
     STATE OF CALIFORNIA, ON NOVEMBER 16, 1983 IN BOOK 521 OF MAPS, PAGE 23 AND
     IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

     BEGINNING AT THE SOUTHWEST CORNER OF THE ABOVE SAID MAP, SAID POINT BEING
     ON THE NORTHERLY LINE OF STEVENS CREEK BOULEVARD; THENCE ALONG THE WESTERLY
     LINE OF SAID PARCEL N 00(DEGREE) 42'50" W 393.24 FEET TO THE NORTHWEST
     CORNER OF SAID PARCEL; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL N
     89(DEGREE)36'00" E 496.83 FEET TO THE NORTHEAST CORNER OF SAID PARCEL;
     THENCE ALONG THE EASTERLY LINE OF SAID PARCEL S 00(DEGREE)42'50" E 393.24
     FEET TO T HE SOUTHEAST CORNER OF SAID PARCEL, SAID POINT BEING ON THE
     NORTHERLY LINE OF SAID STEVENS CREEK BOULEVARD; THENCE ALONG THE SOUTHERLY
     LINE OF SAID PARCEL AND THE NORTHERLY LINE OF STEVENS CREEK BOULEVARD S
     89(DEGREE)36'00" W 496.83 FEET TO THE POINT OF BEGINNING. 

     CONTAINING 4.485 ACRES AND 195,370 SQUARE FEET.

     PARCEL TWO:

     AN EASEMENT FOR INGRESS AND EGRESS OVER THE FOLLOWING DESCRIBED STRIP OS
     LAND:

     BEGINNING AT THE SOUTHEASTERLY CORNER OF THE ABOVE DESCRIBED PARCEL 1, ON
     THE NORTHERLY LINE OF STEVENS CREEK BOULEVARD, AS SHOWN ON THE ABOVE
     DESCRIBED PARCEL MAP; THENCE N 89(DEGREE)36'00" E, AND ALONG THE NORTHERLY
     LINE OF STEVENS CREEK BOULEVARD, 20.00 FEET TO A POINT; THENCE N
     19(DEGREE)07'02" W 63.35 FEET TO A POINT ON THE EASTERLY LINE OF THE ABOVE
     DESCRIBED PARCEL 1; THENCE ALONG SAID EASTERLY LINE, S 0(DEGREE)42'50" E
     30.00 FEET TO THE POINT OF BEGINNING.


<PAGE>


Office Market
Suburban/Non-CBD

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                Capitalization Rates                 Internal                    Growth Rate             
                          ----------------------------------                           ---------------------------------
                             Going-In            Terminal         Rate of Return           Income            Expenses  
                          Low       High       Low      High      Low      High        Low       High      Low      High 
- -------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>      <C>      <C>       <C>       <C>         <C>       <C>       <C>       <C> 
Class A-Leased Asset
- -------------------------------------------------------------------------------------------------------------------------
                          9.5%       9.5%     10.5%    10.5%     10.5%     10.5%       3.0%      3.0%      3.0%      3.0%
                          8.5%       8.5%      9.3%     9.3%     11.3%     11.3%       4.0%      4.0%      4.0%      4.0%
                         11.0%      11.0%                        12.0%     12.0%       5.0%      3.0%      3.0%      3.0%
                          8.5%      10.0%      9.0%    10.5%     11.0%     12.5%       3.5%      3.5%      3.5%      3.5%
                          8.0%      10.0%      9.5%    10.0%     11.5%     12.0%       4.0%      6.0%      4.0%      4.0%
                         10.0%      11.0%     10.5%    11.0%     12.0%     12.0%       3.0%      3.0%      3.0%      3.0%
                          8.0%       9.0%      8.5%     8.5%     11.0%     12.0%       4.0%      4.0%      4.0%      4.0%
                          9.1%       9.1%     10.1%    10.1%     11.5%     11.5%       3.8%      4.0%      4.3%      4.3%
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0%
                          8.5%      10.0%      9.0%    10.5%     11.0%     11.5%       3.0%      3.5%      3.0%      3.5%
                          9.0%       9.0%     10.0%    10.0%     11.5%     11.5%       4.0%      4.0%      4.0%      4.0%
                          9.0%       9.0%      9.0%     9.0%     12.0%     13.0%       4.0%      7.0%      4.0%      4.0%
                          9.0%       9.0%      9.0%    10.0%     11.0%     11.0%       3.0%      4.0%      3.0%      4.0%
                          8.0%      10.0%
                          8.0%       9.0%      8.0%     9.0%     10.0%     12.0%       5.0%      5.0%      4.0%      4.0%
- -------------------------------------------------------------------------------------------------------------------------
   Responses               15         15        13       13        14        14         14        14        14        14 
   Average (%)            8.8%       9.6%      9.4%    10.0%     11.2%     11.7%       3.8%      4.1%      3.6%      3.7%
- -------------------------------------------------------------------------------------------------------------------------

Class B-Leased Asset
- -------------------------------------------------------------------------------------------------------------------------
                          9.5%       9.5%     10.5%    10.5%     10.5%     10.5%       3.0%      3.0%      3.0%      3.0%
                          8.8%       8.8%      9.5%     9.5%     11.8%     11.8%       3.5%      3.5%      3.5%      3.5%
                         12.0%      12.0%                        18.0%     18.0%       5.0%      3.0%      3.0%      3.0%
                         10.5%      10.5%     10.0%    10.0%     11.0%     13.0%       2.0%      2.0%      2.0%      2.0%
                          8.0%      10.0%      9.5%    10.0%     11.0%     12.0%       4.0%      6.0%      4.0%      4.0%
                          9.0%      10.0%      9.0%     9.5%     11.0%     12.0%       4.0%      4.0%      4.0%      4.0%
                          9.4%       9.4%     10.4%    10.4%     11.5%     11.5%       3.8%      4.0%      4.3%      4.3%
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0%
                         10.0%      10.0%     10.0%    10.0%     14.0%     14.0%       4.0%      7.0%      4.0%      4.0%
                          9.0%       9.0%     10.0%    10.0%     11.0%     11.0%       3.0%      4.0%      3.0%      4.0%
                         10.0%      11.0%
                         10.0%      11.0%     10.0%    11.0%     12.0%     13.0%       5.0%      5.0%      4.0%      4.0%
- -------------------------------------------------------------------------------------------------------------------------
   Responses               12         12        10       10        11        11         11        11        11        11 
   Average (%)            9.6%      10.1%      9.7%    10.2%     12.1%     12.6%       3.7%      4.1%      3.5%      3.6%
- -------------------------------------------------------------------------------------------------------------------------

Class A-Value Added
- -------------------------------------------------------------------------------------------------------------------------
                         10.0%      10.0%                        13.0%     13.0%       3.0%      3.0%      3.0%      3.0%
                          8.0%      10.0%      8.5%     9.0%     11.0%     12.0%       4.0%      4.0%      4.0%      4.0%
                         10.0%      11.0%     10.0%    11.0%     16.0%     20.0%       4.0%      4.0%      3.0%      3.0%
                          9.4%       9.4%     10.4%    10.4%     11.5%     11.5%       3.8%      4.0%      4.3%      4.3%
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0%
                          6.0%       6.0%      9.0%     9.0%     17.0%     20.0%       4.0%      7.0%      4.0%      4.0%
                          9.0%       9.0%      9.0%    10.0%     13.0%     13.0%       3.0%      4.0%      3.0%      4.0%
                          8.0%      10.0%
                         12.0%      12.0%     10.0%    10.0%     16.0%     16.0%       3.0%      3.0%      3.0%      3.0%
- -------------------------------------------------------------------------------------------------------------------------
   Responses                9          9         7        7         8         8          8         8         8         8 
   Average (%)            9.0%       9.7%      9.5%    10.1%     13.6%     14.6%       3.5%      4.1%      3.5%      3.7%
- -------------------------------------------------------------------------------------------------------------------------

Class B-Value Added
- -------------------------------------------------------------------------------------------------------------------------
                         11.0%      11.0%                        18.0%     18.0%       3.0%      3.0%      3.0%      3.0%
                         10.5%      10.5%     10.0%    10.0%     11.0%     13.0%       2.0%      2.0%      2.0%      2.0%
                         10.0%      11.0%     10.0%    11.0%     16.0%     20.0%       4.0%      4.0%      3.0%      3.0%
                          9.6%       9.6%     10.6%    10.6%     11.5%     11.5%       3.6%      4.0%      4.3%      4.3%
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0%
                          6.0%       6.0%     10.0%    10.0%     20.0%     20.0%       4.0%      7.0%      4.0%      4.0%
                          9.0%       9.0%      9.0%    10.0%     13.0%     13.0%       3.0%      4.0%      3.0%      4.0%
                          9.0%      10.0%
                         12.0%      12.0%     10.0%    10.0%     16.0%     16.0%       3.0%      3.0%      3.0%      3.0%
- -------------------------------------------------------------------------------------------------------------------------
   Responses                9          9         7        7         8         8          8         8         8         8 
   Average (%)            9.5%       9.6%      9.9%    10.4%     14.6%     15.3%       3.3%      3.9%      3.2%      3.4%
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
 Total Responses            45         45        37       37        41        41         41        41        41        41
Weighted Average (%)      9.2%       9.8%      9.6%    10.1%     12.9%     13.5%       3.6%      4.1%      3.4%      3.6%
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ----------------------------------------------- 
                                               
                             Typical Projection
                                               
                                 Period (Years)
                              Low        High  
- -----------------------------------------------
<S>                           <C>        <C>   
Class A-Leased Asset                           
- -----------------------------------------------
                              10.0       10.0  
                              10.0       10.0  
                               5.0        7.0  
                              10.0       10.0  
                              10.0       10.0  
                              10.0       10.0  
                              10.0       10.0  
                              10.0       10.0  
                              11.0       11.0  
                              10.0       10.0  
                              10.0       10.0  
                               5.0        7.0  
                               7.0       10.0  
                                               
                               5.0       10.0  
- -----------------------------------------------
   Responses                   14         14   
   Average (%)                 8.8        9.6  
- -----------------------------------------------
                                               
Class B-Leased Asset                           
- -----------------------------------------------
                              10.0       10.0  
                              10.0       10.0  
                               5.0        7.0  
                              10.0       10.0  
                              10.0       10.0  
                              10.0       10.0  
                              10.0       10.0  
                              11.0       11.0  
                               5.0        7.0  
                               7.0       10.0  
                                               
                               5.0       10.0  
- -----------------------------------------------
   Responses                   11         11   
   Average (%)                8.5%       9.5%  
- -----------------------------------------------
                                               
Class A-Value Added                            
- -----------------------------------------------
                               5.0        7.0  
                              10.0       10.0  
                               5.0        5.0  
                              10.0       10.0  
                              11.0       11.0  
                               5.0        7.0  
                               7.0       10.0  
                                               
                               2.0        2.0  
- -----------------------------------------------
   Responses                    8          8   
   Average (%)                 6.9        7.8  
- -----------------------------------------------
                                               
Class B-Value Added                            
- -----------------------------------------------
                               6.0        7.0  
                              10.0       10.0  
                               5.0        5.0  
                              10.0       10.0  
                              11.0       11.0  
                               8.0        7.0  
                               7.0       10.0  
                                               
                               2.0        2.0  
- -----------------------------------------------
   Responses                    8          8   
   Average (%)                 6.9        7.6  
- -----------------------------------------------
                                               
Total Responses                41         41  
Weighted Average (%)           7.7        8.7  
- -----------------------------------------------
</TABLE>

"Leased Assets" refers to predominantly "passive" investments involving
substantially leased Properties.

"Value Added" denotes properties which require more active management
involvement due to leasing issues and/or additional capital investments for
physical issues.


                                 -----------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                            National Investor Survey-Summer 1996


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Industrial Market
Business Parks, Other Industrial and Manufacturing
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                Capitalization Rates                 Internal                    Growth Rate             
                          ----------------------------------                           ---------------------------------
                             Going-In            Terminal         Rate of Return           Income            Expenses  
                          Low       High       Low      High      Low      High        Low       High      Low      High 
- -------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>      <C>      <C>       <C>       <C>         <C>       <C>       <C>       <C> 
Class A-Leased Asset
- --------------------------------------------------------------------------------------------------------------------------
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                          9.5%       9.5%     10.0%    10.0%     12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                          9.0%       9.0%                        12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
- --------------------------------------------------------------------------------------------------------------------------
   Responses                4          4         3        3         4         4          4         4         4         4  
   Average (%)            8.9%       9.4%      9.7%    10.7%     11.5%     11.5%       3.3%      4.0%      3.3%      4.0% 
- --------------------------------------------------------------------------------------------------------------------------
Class B-Leased Asset
- --------------------------------------------------------------------------------------------------------------------------
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                         10.0%      10.0%     10.5%    10.5%     12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
                           8.5       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                          10.0      10.0%                        12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
- --------------------------------------------------------------------------------------------------------------------------
   Responses                4          4         3        3         4         4          4         4         4         4  
   Average (%)            9.3%       9.8%      9.8%    10.8%     11.5%     11.5%       3.3%      4.0%      3.3%      4.0% 
- --------------------------------------------------------------------------------------------------------------------------
Class A-Valued Added
- --------------------------------------------------------------------------------------------------------------------------
                         10.0%      11.0%     10.0%    11.0%     16.0%     20.0%       4.0%      4.0%      3.0%      3.0% 
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                         10.5%      10.0%     10.5%    10.5%     12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                         10.5%      10.0%                        12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
- --------------------------------------------------------------------------------------------------------------------------
   Responses                5          5         4        4         5         5          5         5         5         5  
   Average (%)            9.4%      10.0%      9.9%    10.9%     12.4%     13.2%       3.4%      4.0%      3.2%      3.8% 
- --------------------------------------------------------------------------------------------------------------------------
Class B-Value Added
- --------------------------------------------------------------------------------------------------------------------------
                         10.0%      11.0%     10.0%    11.0%     16.0%     20.0%       4.0%      4.0%      3.0%      3.0% 
                          8.5%       9.5%      9.5%    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                         10.5%      10.5%     11.0%    11.0%     12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
                          8.5%       9.5%       9.5    11.0%     11.0%     11.0%       3.5%      4.0%      3.5%      4.0% 
                         10.5%      10.5%                        12.0%     12.0%       3.0%      4.0%      3.0%      4.0% 
- --------------------------------------------------------------------------------------------------------------------------
   Responses                5          5         4        4         5         5          5         5         5         5  
   Average (%)            9.5%      10.2%     10.0%    11.0%     12.4%     13.2%       3.4%      4.0%      3.2%      3.8% 
- --------------------------------------------------------------------------------------------------------------------------
Total Responses            18         18        14       14        18        18         18        18        18        18  
Weighted Average (%)      9.5%       9.8%      9.8%    10.8%     12.0%     12.4%       3.3%      4.0%      3.2%      3.9% 
- --------------------------------------------------------------------------------------------------------------------------


<CAPTION>
- ----------------------------------------------- 
                                               
                             Typical Projection
                                               
                                 Period (Years)
                              Low        High  
- -----------------------------------------------
<S>                           <C>        <C>   
Class A-Leased Asset                           
- -----------------------------------------------
                              11.0       11.0                 
                               7.0       10.0                 
                              10.0       10.0                 
                               7.0       10.0                 
- ----------------------------------------------- 
   Responses                    4          4                  
   Average (%)                 8.8       10.3                 
- ----------------------------------------------- 
Class B-Leased Asset                                          
- ----------------------------------------------- 
                              11.0       11.0                 
                               7.0       10.0                 
                              10.0       10.0                 
                               7.0       10.0                 
- ----------------------------------------------- 
   Responses                    4          4                  
   Average (%)                 8.8       10.3                 
- ----------------------------------------------- 
Class A-Valued Added                                          
- ----------------------------------------------- 
                               5.0        5.0                 
                              11.0       11.0                 
                               7.0       10.0                 
                              11.0       11.0                 
                               7.0       10.0                 
- ----------------------------------------------- 
   Responses                    5          5                  
   Average (%)                 8.2        9.4                 
- ----------------------------------------------- 
Class B-Value Added                                           
- ----------------------------------------------- 
                               5.0        5.0                 
                              11.0       11.0                 
                               7.0       10.0                 
                              11.0       11.0                 
                               7.0       10.0                 
- ----------------------------------------------- 
   Responses                    5          5                  
   Average (%)                 8.2        9.4                 
- ----------------------------------------------- 
Total Responses                18         18                  
Weighted Average (%)           8.5        9.8                 
- ----------------------------------------------- 
</TABLE>


"Leased Assets" refers to predominantly "passive" investments involving
substantially leased Properties.

"Value Added" denotes properties which require more active management
involvement due to leasing issues and/or additional capital investments for
physical issues.

                                 -----------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                            National Investor Survey-Summer 1996


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




                        19925 STEVENS CREEK CUPERTINO CA
                            PROJECT DESIGNATOR: AECC
                            REVISION: 7/30/96 @ 15:09
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF 19925 STEVENS CREEK CUPERTINO CA BEGINNING 8/1996
FOR 15 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1996 VALUE - 76,047
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

MR-G
1996 VALUE - 3.50
THEREAFTER - CONSTANT

CPIG
1996 VALUE - 3.50
THEREAFTER - CONSTANT

EX-G
1996 VALUE - 3.50
THEREAFTER - CONSTANT

TX-G
1996 VALUE - 2.00
THEREAFTER - CONSTANT

MARKET RATES
- ------------

MR-1
1996 VALUE - 1.90
THEREAFTER - GROWING AT GROWTH RATE MR-G

TI-W
1996 VALUE - 5.00
THEREAFTER - GROWING AT GROWTH RATE EX-G



                                                                          PAGE 2

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


MISCELLANEOUS INCOMES
- ---------------------

NONE


EXPENSES 
- --------


PROPERTY TAX       ,REFERRED TO AS PTAX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -        140,000
THEREAFTER -   GROWING AT GROWTH RATE TX-G

INSURANCE          ,REFERRED TO AS INSU
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -        30,800
THEREAFTER -   GROWING AT GROWTH RATE EX-G

COMMON AREA R & M  ,REFERRED TO AS CAM
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -        227,700
THEREAFTER -   GROWING AT GROWTH RATE EX-G

MANAGEMENT -       ,REFERRED TO AS MGMT
AN INFORMATIONAL EXPENSE
1996 VALUE -   48,447
1997 VALUE -   49,213
1998 VALUE -   49,581
1999 VALUE -   50,190
2000 VALUE -   39,510
2001 VALUE -   59,650
2002 VALUE -   65,930
2003 VALUE -   68,587
2004 VALUE -   71,335
200S VALUE -   67,428
2006 VALUE -   56,664
2007 VALUE -   77,674
2008 VALUE -   80,792
2009 VALUE -   84,017
2010 VALUE -   85,357
THEREAFTER - CONSTANT

REIMBURSABLES      ,REFERRED TO AS REIM
AN INFORMATIONAL EXPENSE
+100.0% OF PTAX+100.0% OF INSU
+100.0% OF CAM +100.0% OF MGMT

REIMBURSABLE 2    ,REFERRED TO AS RE-2
AN INFORMATIONAL EXPENSE
+100.0% OF PTAX+100.0% OF INSU
+100.0% OF CAM


                                                                          PAGE 3

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE - 2.00
THEREAFTER - CONSTANT


MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1996 VALUE - 3.00
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS 
- ----------------------- 

STANDARD METHOD #1 - PERCENT OF EACH YEAR'S RENT:
YEAR 1 - 6.000%
YEAR 2 - 5.000% 
YEAR 3 - 5.000% 
YEAR 4 - 4.000% 
YEAR 5 - 3.000%

STANDARD METHOD #2 - PERCENT OF EACH YEAR'S RENT:
YEAR 1 - 3.000%
YEAR 2 - 2.500% 
YEAR 3 - 2.500% 
YEAR 4 - 2.000% 
YEAR 5 - 1.500%

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT


                                                                          PAGE 4



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

RESERVES
1996 VALUE - 7,800
THEREAFTER - GROWING AT GROWTH RATE EX-G 


PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE


COST CENTERS
- ------------

NONE



                                                                          PAGE 5



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


SALES VOLUME PROFILE
- --------------------

           PERCENT OF        RELATIVE
MONTH     ANNUAL SALES       VOLUME
- -----     ------------       --------
 JAN           8.33%            1.00
 FEE           8.33%            1.00
 MAR           8.33%            1.00
 APR           8.33%            1.00
 MAY           8.33%            1.00
 JUN           8.33%            1.00
 JUL           8.33%            1.00
 AUG           8.33%            1.00
 SEP           8.33%            1.00
 OCT           8.33%            1.00
 NOV           8.33%            1.00
 DEC           8.33%            1.00
             -------          -------
TOTALS       100.00%           12.00


GLOBAL RECOVERIES
- -----------------

NONE


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH
MARKET RATES INTERPRETED AS AMOU~NTS/SQUARE FOOT/MONTH

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

NONE


TENANTS
- -------

THERE ARE A TOTAL OF 3 LEASEHOLD TENANT(S):



                                                                          PAGE 6


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



- -------------------------------------------------------------------------------

# 1 - SUITE 100    ,AMERICAN EXEC CTR
BASE LEASE DATES:   1/1984 TO 3/2000
TYPE OF TENANT:     OFFICE
SQUARE FOOTAGE:     17,762
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      1.00/SF/MO
CHANGING TO  -      1.16/SF/MO ON 10/1996

RECOVERIES:

REIMBURSABLE 2
PRO RATA SHARE RECOVERY OF EXPENSE RE-2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS:   NONE

ALTERATIONS:   NONE

SPECULATIVE RENEWALS:

           LENGTH       VACANT    SQ FT    MONTHS OF
TERM    YEARS.MONTHS   MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----    ------------    ------  --------   ---------   -----------   -----------
 1           5.00         4       NONE        NONE         YES          YES
 2           5.00         4       NONE        NONE         YES          YES
 3           5.00         4       NONE        NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MR-1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLE 2
PRO RATA SHARE RECOVERY OF EXPENSE RE-2 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

RENEWAL COMMISSIONS:     STANDARD METHOD #2
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE TI-W
RENEWAL PAYOUT:          CASHED OUT



                                                                          PAGE 7



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


- -------------------------------------------------------------------------------

# 2 - SUITE 150    ,SEAGATE TECHNOLOGY
BASE LEASE DATES:   8/1995 TO 8/2000
TYPE OF TENANT:     OFFICE
SQUARE FOOTAGE:     44,361
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 1.86/SF/MO

RECOVERIES:

REIMBURSABLES
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 425,700

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH       VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS    MONTHS INCREASE    FREE RENT  COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------  -----------   -----------
 1         5.00          4       NONE        NONE        YES           YES
 2         5.00          4       NONE        NONE        YES           YES
 3         5.00          4       NONE        NONE        YES           YES
     
RENEWAL MINIMUM RENT:
MARKET RATE MR-1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLES
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     STANDARD METHOD #2
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE TI-W
RENEWAL PAYOUT:          CASHED OUT



                                                                          PAGE 8

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

- -------------------------------------------------------------------------------
  
# 3 - SUITE 250    ,MATSUSHITA SEMI
BASE LEASE DATES:   2/1996 TO 1/2001
TYPE OF TENANT:     OFFICE
SQUARE FOOTAGE:     13,924
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT: 
INITIAL RENT - 1.90/SF/MO


CHANGING TO - 1.95/SF/MO ON 2/1999
CHANGING TO - 2.00/SF/MO ON 2/2001

RECOVERIES:

REIMBURSABLES
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 440,600

COMMISSIONS:   NONE

ALTERATIONS:   NONE

SPECULATIVE RENEWALS:

          LENGTH       VACANT    SQ FT    MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------    ------  --------   ---------   -----------  -----------
  1        5.00         4      NONE        NONE          YES         YES
  2        5.00         4      NONE        NONE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MR-1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CPIG PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLES
PRO RATA SHARE RECOVERY OF EXPENSE REIM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     STANDARD METHOD #2
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE TI-W
RENEWAL PAYOUT:          CASHED OUT


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                        19925 STEVENS CREEK CUPERTINO CA
                            PROJECT DESIGNATOR: AECC
                            REVISION: 7/30/96 @ 15:09
                            AVERAGE OCCUPANCY REPORT
                                 FOR ALL TENANTS



                1996     1997     1998     1999     2000     2001     2002      
               ------   ------   ------   ------   ------   ------   ------
JANUARY        62,123   76,047   76,047   76,047   76,047   76,047   76,047
FEBRUARY       76,047   76,047   76,047   76,047   76,047   62,123   76,047
MARCH          76,047   76,047   76,047   76,047   76,047   62,123   76,047
APRIL          76,047   76,047   76,047   76,047   58,285   62,123   76,047
MAY            76,047   76,047   76,047   76,047   58,285   62,123   76,047
JUNE           76,047   76,047   76,047   76,047   58,285   76,047   76,047
JULY           76,047   76,047   76,047   76,047   58,285   76,047   76,047
AUGUST         76,047   76,047   76,047   76,047   76,047   76,047   76,047
SEPTEMBER      76,047   76,047   76,047   76,047   31,686   76,047   76,047
OCTOBER        76,047   76,047   76,047   76,047   31,686   76,047   76,047
NOVEMBER       76,047   76,047   76,047   76,047   31,686   76,047   76,047
DECEMBER       76,047   76,047   76,047   76,047   31,686   76,047   76,047
               ------   ------   ------   ------   ------   ------   ------
AVERAGE SF
 OCCUPIED      74,887   76,047   76,047   76,047   55,339   71,406   76,047

TOTAL SF-NRA   76,047   76,047   76,047   76,047   76,047   76,047   76,047
               ------   ------   ------   ------   ------   ------   ------
OCCUPANCY %     98.47   100.00   100.00   100.00    72.77    93.90   100.00
               ======   ======   ======   ======   ======   ======   ======


                2003     2004     2005     2006     2007     2008     2009
               ------   ------   ------   ------   ------   ------   ------
JANUARY        76,047   76,047   76,047   31,686   76,047   76,047   76,047
FEBRUARY       76,047   76,047   76,047   31,686   76,047   76,047   76,047
MARCH          76,047   76,047   76,047   31,686   76,047   76,047   76,047
APRIL          76,047   76,047   76,047   31,686   76,047   76,047   76,047
MAY            76,047   76,047   76,047   76,047   76,047   76,047   76,047
JUNE           76,047   76,047   76,047   62,123   76,047   76,047   76,047
JULY           76,047   76,047   76,047   62,123   76,047   76,047   76,047
AUGUST         76,047   76,047   58,285   62,123   76,047   76,047   76,047
SEPTEMBER      76,047   76,047   58,285   62,123   76,047   76,047   76,047
OCTOBER        76,047   76,047   58,285   76,047   76,047   76,047   76,047
NOVEMBER       76,047   76,047   58,285   76,047   76,047   76,047   76,047
DECEMBER       76,047   76,047   76,047   76,047   76,047   76,047   76,047
               ------   ------   ------   ------   ------   ------   ------
AVERAGE SF
 OCCUPIED      76,047   76,047   70,126   56,619   76,047   76,047   76,047

TOTAL SF-NRA   76,047   76,047   76,047   76,047   76,047   76,047   76,047
               ------   ------   ------   ------   ------   ------   ------
OCCUPANCY %    100.00   100.00    92.21    74.45   100.00   100.00   100.00
               ======   ======   ======   ======   ======   ======   ======


                2010
               ------
JANUARY        76,047
FEBRUARY       76,047
MARCH          76,047
APRIL          76,047
MAY            76,047
JUNE           76,047
JULY           76,047
AUGUST         76,047
SEPTEMBER      76,047
OCTOBER        76,047
NOVEMBER       76,047
DECEMBER       58,285
               ------
AVERAGE SF
 OCCUPIED      74,567
            
TOTAL SF-NRA   76,047
               ------
OCCUPANCY %     98.05
               ======



                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                        19925 STEVENS CREEK CUPERTINO CA
                            PROJECT DESIGNATOR: AECC
                            REVISION: 7/30/96 @ 15:09
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>


                          PRIMARY/                                                                   ANNUAL
                         SECONDARY      SQUARE      LEASE     LEASE     OPTION       MINIMUM         MINIMUM     OVERAGE   CEILING  
        TENANT             CODES         FEET       BEGIN      END       #/MOS       RENT/SF           RENT          %     (000,S)  
 ------------------     --------- -    --------     -----     -----     ------     -------------     ---------    -------  -------  
                                                                                                                 
<S>                        <C>         <C>          <C>       <C>        <C>       <C>     <C>        <C>           <C>      <C>    
 # 1-SUITE 100              -           17,762       1/84      3/00       -                12.00      213,144        -        -     
 AMERICAN EXEC CTR          -                                                      10/96   13.92      247,247                 
                                                                                                                 
 # 2-SUITE 150              -           44,361       8/95      8/00       -                22.32      990,138        -        -     
 SEAGATE TECHNOLOGY         -                                                                                    
                                                                                                                 
 # 3-SUITE 250              -           13,924       2/96      1/01       -                22.80      317,467        -        -     
 MATSUSHITA SEMI            -                                                       2/99   23.40      325,822    
                                       -------                                                                   
                                        76,047                                                                   
                                       =======                                                                       
                                                                                                              
<CAPTION>

                    
                        BREAKPOINT                    PRO RATA     % OF RENT
        TENANT           (000,S)      RECOVERIES     SHARE BASE   SUBJ TO CP
 ------------------     ----------  --------------   ----------   ----------
<S>                          <C>     <C>               <C>         <C>         
 # 1-SUITE 100               -      REIMBURSABLE 2        ZERO              
 AMERICAN EXEC CTR                                                          
                                                                            
 # 2-SUITE 150               -      REIMBURSABLES      425,700              
 SEAGATE TECHNOLOGY                                                         
                                                                            
 # 3-SUITE 250               -      REIMBURSABLES      440,600              
 MATSUSHITA SEMI                                                            
                                                                        
</TABLE>
                        
                        
                    
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                        19925 STEVENS CREEK CUPERTINO CA
                            PROJECT DESIGNATOR: AECC
                            REVISION: 8/6/96 @ 16:08
                          LEASE PRESENT VALUE ANALYSIS
                                FOR ALL TENANTS

<TABLE>
<CAPTION>



1. SUITE 100   AMERICAN EXEC CTR OCCUPIES    17,762 SF
   BASE LEASE FROM 1/1984 TO 3/2000

                        FY97         FY98         FY99          FY 0        FY 1          FY 2         FY 3         FY 4        
<S>                     <C>          <C>          <C>           <C>         <C>           <C>          <C>          <C>  
MINIMUM RENT            13.60        13.92        13.92         9.28        26.16         27.08        28.03        29.01
                      -------      -------      -------      -------      -------       -------      -------      -------
MIN + PERCENTAGE        13.60        13.92        13.92         9.28        26.16         27.08        28.03        29.01

RECOVERIES               5.33         5.49         5.65         3.86         6.00          6.18         6.36         6.55
ALTERATIONS                                                                 (5.74)                                       
COMMISSIONS                                                                 (3.23)                                       
                      -------      -------      -------      -------      -------       -------      -------      -------
TOTAL REVENUE           18.93        19.41        19.57        13.14        23.19         33.26        34.39        35.56

TOTAL-RENTABLE        336,253      344,758      347,663      233,351      411,986       590,682      610,807      631,625
AVERAGE-RENTABLE        18.93        19.17        19.30        17.76        18.85         21.25        23.13        24.68


<CAPTION>
PRESENT VALUE ON 8/96 AT 12.000% - RENTABLE: $179.40/SF ($3,186,498)

                        FY 5         FY 6          FY 7         FY 8         FY 9         FY10         FY11      
<S>                     <C>          <C>          <C>           <C>         <C>           <C>          <C>           
MINIMUM RENT            30.02        20.72         31.80        32.91        34.06        35.26        24.62
                        -----        -----         -----        -----        -----        -----        -----
MIN + PERCENTAGE        30.02        20.72         31.80        32.91        34.06        35.26        24.62

RECOVERIES               6.75         4.68          7.16         7.38         7.60         7.83         5.37
ALTERATIONS                          (6.81)                                                            (8.38)
COMMISSIONS                          (3.83)                                                            (4.71)
                        -----        -----         -----        -----        -----        -----        -----
TOTAL REVENUE           36.77        14.74         38.96        40.29        41.67        43.09        16.90

TOTAL-RENTABLE        653,156      261,894       692,053      715,671      740,097      765,370      300,155
AVERAGE-RENTABLE        26.02        24.90         26.18        27.35        28.45        29.50        28.66

</TABLE>


<TABLE>
<CAPTION>


2. SUITE 150   SEAGATE TECHNOLOGY OCCUPIES   44,361 SF
   BASE LEASE FROM 8/1995 TO 8/2000

                          FY97        FY98         FY99         FY 0          FY 1          FY 2         FY 3         FY 4 
<S>                       <C>         <C>          <C>          <C>           <C>           <C>          <C>          <C>  
MINIMUM RENT              22.32       22.32        22.32        22.32         17.66         27.63        28.60        29.60
                      ---------   ---------    ---------    ---------       -------     ---------    ---------    ---------
MIN + PERCENTAGE          22.32       22.32        22.32        22.32         17.66         27.63        28.60        29.60

RECOVERIES                 0.38        0.54         0.71         0.80          0.07          0.15         0.39         0.62
ALTERATIONS                                                                   (5.94)                                       
COMMISSIONS                                                                   (3.34)                                       
                      ---------   ---------    ---------    ---------       -------     ---------    ---------    ---------
TOTAL REVENUE             22.70       22.86        23.03        23.12          8.45         27.79        28.99        30.22

TOTAL-RENTABLE        1,006,819   1,014,168    1,021,722    1,025,723       374,664     1,232,634    1,286,187    1,340,653
AVERAGE-RENTABLE          22.70       22.78        22.86        22.93         20.03         21.32        22.42        23.39

<CAPTION>
PRESENT VALUE ON 8/96 AT 12.000% - RENTABLE: $172.01/SF ($7,630,539)


                          FY 5        FY 6          FY 7         FY 8          FY 9         FY10         FY11
<S>                       <C>         <C>           <C>          <C>           <C>          <C>          <C>  
MINIMUM RENT              30.64       20.99         32.44        33.58         34.75        35.97        27.68
                      ---------   ---------    ---------    ---------       -------     ---------    ---------    
MIN + PERCENTAGE          30.64       20.99         32.44        33.58         34.75        35.97        27.68

RECOVERIES                 0.80        0.36          0.29         0.64          0.91         1.17         1.03
ALTERATIONS                           (7.05)                                                                  
COMMISSIONS                           (3.97)                                                                  
                      ---------   ---------     ---------    ---------       -------    ---------     ---------    
TOTAL REVENUE             31.44       10.33         32.73        34.22         35.66        37.14        28.71
               
TOTAL-RENTABLE        1,394,699     458,197     1,451,867    1,518,018     1,581,925    1,647,353    1,273,707
AVERAGE-RENTABLE          24.29       22.89         23.79        24.66         25.50        26.33        26.49

               
</TABLE>


                                                                          PAGE 2

                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>



3. SUITE 250   MATSUSHITA SEMI     OCCUPIES 13,924 SF
   BASE LEASE FROM 2/1996 TO 1/2001

                        FY97         FY98         FY99         FY 0         FY 1          FY 2         FY 3         FY 4          
<S>                     <C>          <C>          <C>          <C>          <C>           <C>          <C>          <C>  
MINIMUM RENT            22.80        22.80        23.10        23.40        16.21         27.24        28.19        29.18
                      -------      -------      -------      -------      -------       -------      -------      -------
MIN + PERCENTAGE        22.80        22.80        23.10        23.40        16.21         27.24        28.19        29.18

RECOVERIES               0.18         0.35         0.52         0.61         0.35          0.15         0.39         0.62
ALTERATIONS                                                                 (5.94)                                       
COMMISSIONS                                                                 (3.34)                                       
                      -------      -------      -------      -------      -------       -------      -------      -------
TOTAL REVENUE           22.98        23.15        23.62        24.01         7.28         27.39        28.59        29.80

TOTAL-RENTABLE        319,980      322,284      328,834      334,265      101,383       381,401      398,018      414,913
AVERAGE-RENTABLE        22.98        23.06        23.25        23.44        20.21         21.40        22.43        23.35


<CAPTION>
PRESENT VALUE ON 8/96 AT 12.000% - RENTABLE: $174.14/SF ($2,424,757)


                        FY 5         FY 6         FY 7          FY 8         FY 9         FY10         FY11   
<S>                     <C>          <C>          <C>           <C>          <C>          <C>          <C>  
MINIMUM RENT            30.20        25.89        26.80         33.10        34.26        35.46        36.70
                      -------      -------      -------       -------      -------       -------      -------     
MIN + PERCENTAGE        30.20        25.89        26.80         33.10        34.26        35.46        36.70
               
RECOVERIES               0.80         0.75         0.29          0.64         0.91         1.16         1.41
ALTERATIONS                                       (7.05)                                                    
COMMISSIONS                                       (3.97)                                                    
                      -------      -------      -------       -------      -------       -------      -------      
TOTAL REVENUE           31.00        26.64        16.07         33.74        35.16        36.62        38.11

               
TOTAL-RENTABLE        431,670      370,975      223,711       469,801      489,632      509,923      530,626
AVERAGE-RENTABLE        24.20        24.45        23.68         24.52        25.34        26.15        26.94

</TABLE>
               




REPORT TOTAL FOR 19925 STEVENS CREEK CUPERTINO CA
<TABLE>
<CAPTION>


                         FY97          FY98          FY99          FY 0         FY 1            FY 2           FY 3           FY 4 
<S>                      <C>           <C>           <C>           <C>          <C>             <C>            <C>            <C>  
MINIMUM RENT             20.37         20.45         20.50         19.47        19.38           27.43          28.39          29.38
                     ---------     ---------     ---------     ---------      -------       ---------      ---------      ---------
MIN + PERCENTAGE         20.37         20.45         20.50         19.47        19.38           27.43          28.39          29.38

RECOVERIES                1.50          1.66          1.83          1.48         1.50            1.56           1.79           2.01
ALTERATIONS                                                                     (5.89)                                             
COMMISSIONS                                                                     (3.31)                                             
                     ---------     ---------     ---------     ---------      -------       ---------      ---------      ---------
TOTAL REVENUE            21.87         22.11         22.33         20.95        11.68           28.99          30.18          31.39

TOTAL-RENTABLE       1,663,052     1,681,210     1,698,219     1,593,339      888,033       2,204,717      2,295,012      2,387,191
AVERAGE-RENTABLE         21.87         21.99         22.10         21.81        19.79           21.32          22.59          23.69

<CAPTION>
PRESENT VALUE ON 8/96 AT 12.000~% - RENTABLE: $174.13/SF ($13,241,794)


                          FY 5          FY 6            FY 7            FY 8           FY 9           FY10           FY11    
<S>                       <C>           <C>             <C>             <C>            <C>            <C>            <C>  
MINIMUM RENT              30.41         21.82           31.26           33.34          34.50          35.71          28.62
                      ---------     ---------       ---------       ---------      ---------       ---------      ---------      
MIN + PERCENTAGE          30.41         21.82           31.26           33.34          34.50          35.71          28.62

RECOVERIES                 2.19          1.44            1.89            2.22           2.47           2.72           2.11
ALTERATIONS                             (5.71)          (1.29)                                                       (1.96)
COMMISSIONS                             (3.21)          (0.73)                                                       (1.10)
                      ---------     ---------       ---------       ---------      ---------       ---------      ---------     
TOTAL REVENUE             32.61         14.35           31.13           35.55          36.97          38.43          27.67

TOTAL-RENTABLE        2,479,525     1,091,066       2,367,631       2,703,490      2,811,654      2,922,646      2,104,488
AVERAGE-RENTABLE          24.68         23.65           24.33           25.26          26.16          27.04          27.08

</TABLE>


                                                                          PAGE 3

                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     ---------------------------

<PAGE>



                                                     QUALIFICATIONS OF APPRAISER
- --------------------------------------------------------------------------------
                                                              George J. Geranios


Professional Affiliations

     Certified General Real Estate Appraiser, State of California (No. AG011942)
     Candidate for the MAI designation with the Appraisal Institute of
     Northern California Chapter.

Real Estate Experience

     Appraiser, Cushman & Wakefield Valuation Advisory Services is responsible
     for the appraisal and consulting function of Cushman & Wakefield of
     California, Inc., a national full service real estate organization.

     Independent Real Estate Appraiser, David J. Morrison, MAI, SRA, Appraisals
     for a wide range of clients on all types of real estate primarily in the
     South Bay Area of Northern California, between 1991 and 1993.

     Leasing and sales specialist: R&D and office space in Silicon Valley.

     Evaluation of real estate market trends and conditions including analysis
     of negotiable terms, market surveys, site selection criteria, alternatives,
     and joint ventures, between 1983 and 1990.

     Hotel general manager, northeastern United States for Holiday Inn
     franchisee between 1971 and 1982.

Education

     Hellenic College, Holy Cross, Brookline, MA. Degree: Bachelor of Arts,
     Behavioral and Social Studies.

     Appraisal Institute:

                No. 1A-2     -   Basic Valuation Procedures
                No. 1B-1     -   Capitalization Theory & Techniques, Part A
                No. 1B-2     -   Capitalization Theory & Techniques, Part B
                No. A & B    -   Standards of Professional Practice
                11540        -   Report Writing and Valuation Analysis



                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




                                                 Qualification of Appraiser
================================================================================
                                                         George J. Geranios

Related Appraisal and Real Estate Courses

     Legal Aspects of Real Estate             Real Estate Office Administration
     Real Estate Practice                     Agency
     Real Estate Principles                   Ethics
     Real Estate Economics                    Law for California License
     Real Estate Appraisal                    Acquisition of Real Estate
     Real Estate Finance                      West Valley College - Appraisal II
     Single-Family Appraising:
        A Fundamental Approach



                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                 QUALIFICAIONS OF APPRAISER
================================================================================
                                                     Kenneth E. Matlin, MAI

Association Membership

     Member Appraisal Institute (MAI No. 8397) Senior Residential Appraiser
     Senior Member, American Society of Real Estate Appraisers - Past President 
          of San Jose Chapter
     Brokers License - State of California
     Kenneth E. Matlin has completed the requirements of the continuing 
     education programs of the Appraisal Institute and the American Society of 
     Appraisers

Real Estate Experience

     Director and Manager, Cushman & Wakefield Valuation Advisory Services, San
     Jose and San Francisco Divisions. San Jose and San Francisco Divisions are
     responsible for the appraisal and consulting function of Cushman &
     Wakefield of California, Inc., a national full service real estate
     organization.

     Regional Chief Appraiser, California First Bank, San Jose, California,
     between 1974 and 1983.

Education

     California State University of San Diego, California
     Bachelor of Science Degree - Major: Real Estate, Minor: Political Science 
     (1973)

     American Institute of Real Estate Appraisers:

     No. 1-Al       - Real Estate Appraisal Principles (6-86)
     No. 1-A2       - Basic Valuation Procedures (3-87)
     No. 1-BA       - Capitalization Theory & Techniques, Part A (9-87)
     No. 1-BB       - Capitalization Theory & Techniques, Part B (9-87)
     No. 2-1        - Case Studies (3-87)
     No. 2-2        - Valuation Analysis and Reporting Writing (10-86)
     No. 2-3        - Standard of Professional Practice (6-86)
     No. 410        - USPAP
     No. 420        - Standards of Professional Practice (11-93)
     No. 510        - Advanced Capitalization Theory (7-93)

     Society of Real Estate Appraisers:

     No. 101        - Introduction to Appraising Real Property (8-76)
     No. 201        - Principles of Income Property Appraising (6-75)
     No. 202        - Case Problems (6-83)
     No. R-2        - Single Family Report Exam (2-77)


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                 Qualification of Appraiser
================================================================================
                                                     Kenneth E. Matlin, MAI

Litigation Experience

     Qualified as expert witness Santa Clara County Superior Court
     Qualified as expert witness Alameda County Superior Court
     Qualified as expert witness Federal Bankruptcy Court





                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>


                    COMPLETE APPRAISAL OF
                    REAL PROPERTY

                    Existing Research and Development Buildings
                    1100 Cadillac Court
                    380 Fairview Way
                    Milpitas, Santa Clara County, California






                                    CUSHMAN &
                                  WAKEFIELD(R)
                          ---------------------------
                          VALUATION ADVISORY SERVICES
                          ---------------------------


<PAGE>






                    ===========================================

                    COMPLETE APPRAISAL OF
                    REAL PROPERTY

                    Existing Research and Development Buildings
                    1100 Cadillac Court
                    380 Fairview Way
                    Milpitas, Santa Clara County, California

                    ===========================================

                    IN A SUMMARY REPORT

                    As of July 26, 1996


                    Prepared For

                    GMAC Commercial Mortgage Corporation
                    650 Dresher Road
                    Horsham, PA 19044-8015




                    Prepared By:

                    Cushman & Wakefield of California, Inc.
                    Valuation Advisory Services
                    2055 Gateway Place
                    Suite 550
                    San Jose, California 95070



<PAGE>


Cushman & Wakefield of California, Inc.                                CUSHMAN &
2055 Gateway Place, Suite 550                                       WAKEFIELD(R)
San Jose, CA 95110-1068
Tel: (408) 436-5500
Fax: (408) 437-9129



August 2, 1996

Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE:  Appraisal of Real Property
     Existing Research and Development Buildings
     1100 Cadillac Court
     380 Fairview Way
     Milpitas, Santa Clara County, California

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the leased fee estate in the referenced
property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We specifically call your
attention to the following special assumptions:

     1)   We were provided with the leases and a rent roll which stated the net
          rentable area of the buildings. However, no building plans were
          provided. Therefore, the net rentable areas were obtained from the
          leases and the rent roll. As a result, any deviation from these
          building areas could impact the value conclusions contained herein.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary Report format according
to our agreement. Because this is a summary report, the level of detail of
presentation is less than that found in a self-contained report.

     This report was prepared for GMAC Mortgage Corporation and it is intended
only for the specified use of said Client. It may not be distributed to or
relied upon by other persons or entities without written permission of the
Appraiser.



<PAGE>

Ms. Avis Tsuya
Page 2
August 2, 1996

     The property was inspected by and the report was prepared by George J.
Geranios. Kenneth E. Matlin, MAI has reviewed the report and is in concurrence
with the findings herein.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
26, 1996 was:

               SIXTEEN MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS
                                   $16,950,000

     The preceding estimate of market value is based upon a forecasted marketing
period of approximately six to nine months, which we believe (through a review
of recent research and development building sale activity, as well as with
conversations with local industrial/investment brokers) is reasonably
representative for this product type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.


/s/ George J. Geranios
George J. Geranios
Valuation Advisory Services
Certification No. AGO11942



/s/ Kenneth E. Matlin
Kenneth E. Matlin
Managing Director
Valuation Advisory Services
Certification No. AG002022



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                      SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                    Existing  Research and Development
                                  Buildings

Location:                         The subject property is located within the
                                  Dixon Landing Business Park of Milpitas,
                                  California.  Dixon Landing Business Park is
                                  located at the intersection of I-880 and Dixon
                                  Landing Road, within one mile of I-680.  The
                                  buildings offer comer locations at 1100
                                  Cadillac Court and 380 Fairview Way,
                                  Milpitas, Santa Clara County, California.

Assessor's Parcel Number:         022-38-016

Interest Appraised:               Leased fee estate

Date of Value:                    July 26, 1996

Date of Inspection:               July 26, 1996

Ownership:                        WHC-One Investors LP

Land Area:                        19.491 acres or 849,028 square feet

1995 96 Property Assessment
  Land:                           $ 4,808,178
  Building:                       $18,098,952
                                  -----------
    Total:                        $22,907,130

Zoning:                           MP, Industrial Park

Highest and Best Use
  If Vacant:                      Research and Development buildings for
                                  single- or multi-tenant uses.  As the market
                                  continues to improve, a holding period would
                                  be required before speculative development
                                  of this type would likely occur.

  As Improved:                    As developed, with two, single-tenant,
                                  research and development buildings.



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                      Summary of Salient Facts and Conclusions
================================================================================

Improvements
  Type:                           Two, one-story research and development
                                  buildings of concrete tilt-up construction,
                                  plus parking and landscaped areas

  Year Built:
    1100 Cadillac Court           1988
    380 Fairview                  1980

  Net Rentable Area:
    1100 Cadillac Court           125,280 square feet
    380 Fairview Way              106,560 square feet
                                  -------
    Total                         231,840 square feet

  Condition:                      Average to Good

Operating Data and Forecasts
  Current Occupancy:              100.0%

  Forecasted First Year Occupancy
      (Calendar Year 1997):       100.0%

  Forecasted Average Occupancy:   95.0%

  Average Annual Rental Rate
    Actual:
    1100 Cadillac Court           $9.00 net per square foot
    380 Fairview Way              $6.36 net per square foot

    Forecasted:
    1100 Cadillac Court           $9.60 net per square foot
    380 Fairview Way              $6.60 net per square foot

  Operating Expenses
    Last Full Year (1995):        $0.18 NRA (no property tax or insurance)
    Budget (1996):                $2.03 NRA
    Forecasted (1996):            $1.84 NRA

Value Indicators
  Sales Comparison Approach:      $16,810,000 ($72.51 per square foot of net
                                               rentable area)

  Income Approach:                $16,960,000 ($73.15 per square foot of net
                                               rentable area)






                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                      Summary of Salient Facts and Conclusions
================================================================================
Discounted Cash Flow Assumptions
  Market Rental Growth Rate       3.5% per annum

  Expense Growth Rates
    Property Taxes:               2.0%
    All others:                   3.5%
  Credit Loss Allowance:          1.0%
  Projected Term of
    Future Leases:                5 years
  Vacancy Between Tenants         4 months
  Renewal Probability:            50.0%
  Tenant Improvements
    Weighted Average:             $5.00 per square foot
  Commission Expense
    (Weighted Average):           Yr. 1 at 3.0%; Yrs. 2 and 3 at 2.5%; Yr. 4 at
                                  2.0%; and, Yr. 5 at 1.5%
  Terminal Capitalization Rate:   10.5%
  Cost of Sale at Reversion:      3.0%
  Discount Rate:                  12.0%
  Implicit Year 1 Overall
    Capitalization Rate:          10.38%

Value Conclusion
  Value Estimate:                 $16,950,000

Resulting Indicators
  Going-in Capitalization Rate
   (Overall Capitalization Rate): 10.4%

  Price Per Square Foot
   (Net Rentable Area):           $73.11

Estimated Marketing Time:         six to nine months

Special Assumption:

     1)   We were provided with the leases and a rent roll which stated the net
          rentable area of the buildings. However, no building plans were
          provided. Therefore, the net rentable areas were obtained from the
          leases and the rent roll. As a result, any deviation from these
          building areas could impact the value conclusions contained herein.




                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                             TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY .......................................    1

INTRODUCTION ..............................................................    3
   Identification of Property .............................................    3
   Property Ownership and Recent History ..................................    3
   Purpose and Function of the Appraisal ..................................    3
   Extent of the Appraisal Process ........................................    3
   Date of Value and Property Inspection ..................................    4
   Property Rights Appraised ..............................................    4
   Definitions of Value, Interest Appraised, and Other Pertinent Terms ....    4
   Legal Description ......................................................    5

NEIGHBORHOOD ANALYSIS .....................................................    6

OFFICE MARKET ANALYSIS ....................................................    8
   Santa Clara County Research and Development Market .....................    8
   Industrial Absorption ..................................................    8
   Available Research and Development Space ...............................    9
   Research and Development Vacancy Rates/Demand/Lease Rates ..............   10
   Land Values ............................................................   11
   Investment Sales .......................................................   11
   Marketing and Exposure Time ............................................   11

PROPERTY DESCRIPTION ......................................................   12
   Site Description .......................................................   12
   Improvements Description ...............................................   12

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   13

ZONING ....................................................................   14

HIGHEST AND BEST USE ......................................................   15

VALUATION PROCESS .........................................................   16

SALES COMPARISON APPROACH .................................................   17

INCOME APPROACH ...........................................................   21

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   33

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   35

CERTIFICATION OF APPRAISAL ................................................   37



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                             Table of Contents
================================================================================

ADDENDA ...................................................................   38




















                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                  INTRODUCTION
================================================================================

Identification of Property

     The subject property, consists of two, one-story research and development
buildings containing a combined net rentable area of approximately 231,840
square feet. The buildings are situated on a 19.491 acre tract of land that is
located within the Dixon Landing Business Park of Milpitas, California. The
common addresses are 1100 Cadillac Court and 380 Fairview Way, Milpitas, Santa
Clara County, California. 1100 Cadillac Court was constructed in 1988 and is
100.0 percent occupied by Sun Microsystems as of the appraisal date. 380
Fairview Way was constructed in 1980 and is 100.0 percent occupied by Applied
Materials as of the appraisal date.

Property Ownership and Recent History

     Ownership of the property is currently vested in WHC-One Investors, LP. In
August 1995, WHC-One Investors, LP acquired the subject property as a result of
a foreclosure. Details were not provided. As a result, we cannot comment further
on this transfer.

     In 1995, the property was listed for $18.4 million ($79/sf). Several offers
were received including $16.9 million ($73/sf) by the Sacramento county
Employees Pension Fund (MacFarlane Partners), $18.8 million ($72/sf) by Jason
Soo, $15,125,000 ($65/sf) by Insignia-O'Donnell, and $15.0 million ($65/sf) by
Franklin Properties.

     To the best of our knowledge, the property is not currently being offered
for sale, nor have there have been any subsequent ownership transfers.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Mortgage Corporation in an evaluation of the property for loan underwriting
purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the building and site improvements with a representative of
          Sun Microsystem's facilities department and Applied Material vendor,

     o    Reviewed the leases and rent roll as provided by the client,

     o    Reviewed a detailed history of the income and expenses (1995 and
          year-to-date 1996) and a budget forecast for 1996 through 2001,

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          market participants and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot and capitalization rates.
          This process involved telephone interviews with sellers, buyers and/or
          participating brokers; and





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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                  Introduction
================================================================================

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

Date of Value and Property Inspection

     The date of value is July 26, 1996 which is our last inspection of the
buildings.

Property Rights Appraised

     We valued the leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

     (4)  Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     (5)  The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A REASONABLE TIME IS ALLOWED FOR EXPOSURE IN THE OPEN MARKET.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions six to nine months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:


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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                  Introduction
================================================================================

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the fights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     The property, which contains approximately 19.491 acres of land, is
described legally as:

     Being a resubdivision of "Parcel B", as shown upon that certain parcel map
     recorded in Book 520 of Maps at Pages 37 and 38, records of Santa County,
     lying entirely within the City of Milpitas, California.







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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>





       [MAP -- NEWARK * FREMONT * MILPITAS -- COMMERCIAL REAL ESTATE MAP]
                  [OVERVIEW MAP OF S.F. BAY AREA AND SAN JOSE]






<PAGE>


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                        [DETAILED STREET MAP OF FREMONT]








<PAGE>


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<PAGE>


                                [GRAPHIC OMITTED]

                  [DETAILED STREET MAP OF MILPITAS & SAN JOSE]









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                  [DETAILED STREET MAP OF MILPITAS & SAN JOSE]









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                               [GRAPHIC OMIITED]

                         [DETAILED STREET MAP OF NEWARK]










<PAGE>
                                                         NEIGHBORHOOD ANALYSIS
================================================================================

     The subject property consists of two research and development buildings
which are located within the Dixon Landing Business Park in the City of
Milpitas, County of Santa Clara, State of California. The subject neighborhood
is situated at the northern City limits of Milpitas.

     1100 Cadillac Court is located at the southeast comer of Cadillac Court and
Fairview Way. 380 Fairview Way is located at the southwest comer of Fairview Way
and California Circle.

     Its boundaries may be defined as follows:

         North     -      Milpitas City Limits
         South     -      Calaveras Boulevard
         East      -      North Milpitas Boulevard and North Abel Street
         West      -      Interstate 880 (Nimitz Freeway)

     The Dixon Landing Business Park is a modern, planned research and
development business park consisting of approximately 90.0 +/- acres. Original
development within the park began in 1982 by Cadillac Fairview/California, Inc.
The park features a 2.0 mile jogging track with a regulation 18 Station Par
Course. In addition, the park includes 5 acres of dedicated open space, a pond
with water fountain, and outdoor eating areas.

     The present composition of the park consists primarily of industrial and
office/research and development buildings. Most of the housing in the immediate
area is located east of the subject and is composed of newer, single-family
housing. Some multi-family housing in the form of condominiums, townhomes, and
apartments are located in pockets scattered throughout the neighborhood. This
diversification has attracted one major tenant to the park, Sun Microsystems,
which occupies approximately 600,000 square feet of building area in the park.

     Various individual parcels within the park have been sold to an array of
developers for the development of speculative and build-to-suit industrial
projects. Spieker Partners completed three industrial developments situated
along Cadillac Court during 1992 which are as follows:

     o    120,000 square foot build-to-suit on 8 acres of land for COG Kelly
          Business Furnishings,

     o    90,000 square foot build-to-suit industrial building for Okidata, and

     o    a speculative development of a 45,000 square foot industrial building
          which is fully occupied by Quartz International and Shuttle Computers.

     Most recently, Spieker Properties completed a speculative 35,460 square
foot industrial building in 1995. The most recent commercial development in the
neighborhood was a Burger King restaurant located at Dixon Landing Road and
Interstate 880 in 1994. Marriott Hotel recently acquired 3.26 acres of
commercially zoned land situated along California Circle. The land was purchased
in the first week of March at a reported purchase price of $13.50 per square
foot plus $2.00 per square foot in assessments equating to a total purchase
price of $15.50 per square



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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                         Neighborhood Analysis
================================================================================

foot. Marriott Hotel has approved plans to construct a 120-room Residence Inn.
The hotel is scheduled to be completed in February, 1997.

     Access to the subject neighborhood is good. The Dixon Landing Business Park
has direct access from Interstate 880 at Dixon Landing Road. Access to Highway
680 is convenient via Scott Creek Road and Jacklin Road. North Milpitas
Boulevard and North Abel Street provide access to the main business district of
Milpitas two miles south of the subject property.

     Although the private automobile is still the most prevalent mode of
transportation, Santa Clara County Transit provides bus service throughout the
neighborhood. Several bus stops are located along Dixon Landing Road and North
Milpitas Boulevard proximate to the subject. Further, San Jose International
Airport is situated ten miles southwest of the subject property.

     The majority of commercial development in the form of retail, restaurants,
theaters, banks, and other service oriented businesses is located along
Calaveras Boulevard. Calaveras Boulevard is situated approximately two miles
south of the subject property and is the major thoroughfare through the main
business district of Milpitas.

     All utilities are currently supplied to the subject neighborhood. Pacific
Gas & Electric Company provides the major utilities, Pacific Bell provides
telephone service, and the City of Milpitas supplies sanitary, sewer, and
garbage service.

     The long-term outlook for the subject neighborhood is good. The new
development of homes and businesses is encouraging. Furthermore, there is
additional room for commercial and residential growth. Its proximity to
Interstate 880 and North Milpitas Boulevard allow for good access to nearby
employment centers and most areas of the city and Silicon Valley.








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                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                               MARKET ANALYSIS
================================================================================

Santa Clara County Research and Development Market

     The subject property consists of two, one-story research and development
buildings which offer a combined net rentable area of 231,840 square feet. The
buildings are situated on one assessor's parcel comprising approximately 19.491
acres of land. The land is industrially zoned and is located within the Dixon
Landing Business Park. Cushman & Wakefield Research Services has designated this
location as the Milpitas market. Since the subject lends itself to research and
development uses, our focus will be primarily on the research and development
(the high technology) market.

     Industrial Absorption

     The first chart illustrates industrial real estate leasing activity within
Silicon Valley by industrial classification from 1989 through 1995. These
industrial classifications include high technology (R&D), manufacturing, and
warehousing.

     Primarily due to its current level of interior improvements, the subject is
considered to be within the high technology sector of the market. We have
included statistics for the manufacturing and warehousing sectors of the market
due to the current use of the 380 Fairview Way building. It is our opinion,
however, that this building could be easily converted to a research and
development use, if the need arose.

     We will discuss gross absorption within the high technology sector of the
Silicon Valley industrial market.

================================================================================
                   SILICON VALLEY INDUSTRIAL SPACE ABSORPTION
- --------------------------------------------------------------------------------
                      1989     1990     1991     1992     1993     1994     1995
================================================================================
High Technology      8,280    8,880    6,035    7,617    8,626   11,697   14,905
Manufacturing        1,770    1,585      875    1,439    1,099    2,867    3,567
Warehouse            3,785    3,540    2,170    2,156    3,600    5,160    5,181
- --------------------------------------------------------------------------------
Total               13,835   14,055    9,080   11,212   13,325   19,724   23,654
- --------------------------------------------------------------------------------
In Thousands
================================================================================

     The market survey shows that gross absorption during 1989 was approximately
13.8 million square feet (msf). From 1989 to 1990, absorption increased to
approximately 14.0 msf. In 1991, absorption declined sharply to slightly over
9.0 msf. In 1992, the market's absorption increased to over 11.2 msf. In 1993,
the market experienced significant absorption taking it to over 13.3 msf. The
market in 1994 proved to be a banner year with approximately 19.7 msf of
absorption. In 1995, absorption was at record levels with approximately 23.6 msf
of space absorbed.

     The manufacturing sector shows a steady upward improvement over the past
two years while the warehousing sector has posted continued increases from 1991
through 1995.

     As of the second quarter of 1996, high technology absorption was
approximately 6.9 million square feet which is on track with 1995's absorption.
In the manufacturing sector approximately 1.84 million square feet have been
leased. Again, this is consistent with 1995's absorption rate. The warehouse
market has posted approximately 2.4 million square feet of leasing activity
which may end up to be only slightly below the 1995 annual level.

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                                      -8-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                               Market Analysis
================================================================================

     The next chart illustrates the absorption of research and development space
in the City of Milpitas market from 1991 through 1995.

================================================================================
          RESEARCH AND DEVELOPMENT SPACE ABSORPTION - city of Milpitas
- --------------------------------------------------------------------------------
                            1991        1992        1993        1994        1995
================================================================================
High Technology          415,000     475,000     616,000     564,000   1,319,000
================================================================================

     In 1991 leasing activity within the City of Milpitas was approximately
415,000 square feet. In 1992, gross absorption increased by approximately 60,000
square feet to 475,000 square feet. By 1993 absorption significantly increased
to approximately 616,000 square feet. Between 1992 and 1993, leasing activity
increased by approximately 30%. In 1994, there was approximately 564,000 square
feet leased. This is a decline of approximately 8.4% from the 1993 level. Gross
absorption dramatically increased from 1994 levels by approximately 134% in
1995.

     Absorption of high technology space stands at approximately 526,000 square
feet through the second quarter of 1996.

     Available Research and Development Space

     We surveyed the amount of available research and development space for the
last seven years in Silicon Valley. Very little new construction has occurred in
the past six years. Most newer research and development projects were completed
on a build-to-suit basis rather than as speculative developments as lenders were
reluctant to loan on speculative projects.

================================================================================
                    SILICON VALLEY INDUSTRIAL SPACE AVAILABLE
- --------------------------------------------------------------------------------
                      1989     1990     1991     1992     1993     1994     1995
================================================================================
High Technology     12,060   13,840   13,710   18,260   15,646   13,002    9,400
Manufacturing        2,135    2,540    2,870    3,780    3,705    4,028    2,487
Warehouse            3,625    3,640    3,460    4,375    4,914    3,286    2,432
- --------------------------------------------------------------------------------
Total               17,820   20,020   20,040   26,416   24,265   20,317   14,319
- --------------------------------------------------------------------------------
In Thousands
================================================================================

     In 1989, there was 12.1 million square feet (msf) of available high
technology space. There was an increase in 1990, to 13.8 msf. Available space
decreased modestly to 13.7 msf in 1991. However, the amount of available space
increased dramatically in 1992 to 18.3 msf. In 1993, available space in Silicon
Valley decreased to approximately 15.6 msf. This downward trend continued
through 1994 with 1994 showing only 13.0 msf available. In 1995, available high
technology space decreased to approximately 9.4 msf.

     Through the second quarter of 1996, approximately 10.5 million square feet
of high technology space is available within Silicon Valley.

     The final chart illustrates the amount of available research and
development space in the City of Milpitas market.





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                                       -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>
                                                               Market Analysis
================================================================================


================================================================================
           RESEARCH AND DEVELOPMENT SPACE AVAILABLE - City of Milpitas
- --------------------------------------------------------------------------------
                            1991        1992        1993        1994        1995
================================================================================
High Technology        1,575,000   1,220,000     973,000   1,091,000     499,545
================================================================================


     The amount of available research and development space in the City of
Milpitas market was over 1.575 million square feet (msf) in 1991. In 1992, the
amount of available space declined to 1.22 msf. By 1993, available space
decreased to approximately 973,000 square feet. In 1994, available space
increased slightly to approximately 1.1 msf, or 12.1% more than the 1993
level. Despite this increase, the 1994 level was substantially lower than the
1991 and 1992 levels. In 1995, available high technology space within the City
of Milpitas decreased significantly to approximately 500,000 square feet due to
record leasing activity.

     As of the second quarter of 1996, there are approximately 206,000 square
feet of available space in the high technology sector of the City of Milpitas.
This is a substantial decrease from the 1995 year-end posting of approximately
500,000 square feet.

     Research and Development Vacancy Rates/Demand/Lease Rates

     Cushman & Wakefield estimates the industrial vacancy rate within Silicon
Valley at approximately 5.3% for 1996. As of June 1, 1996, Colliers Parrish
International estimates vacancy at 2.4% for research and development space in
the City of Milpitas. This is a decrease from the same time in 1995 which posted
a vacancy rate of 6.2% for research and development space.

     Discussions with commercial and industrial brokers reveal that many leases
are now being written with CPI increases or stepped increases. They are also
quick to point out that lease transactions are built around effective rates.

     Rental rates for research and development space in the subject market and
Silicon Valley as a whole, dropped from the mid-1980s to the early-1990s. Rental
rates were generally stable between 1992 and mid-1994. However, the increased
demand for research and development space has caused rental rates to rise over
the past year. According to our survey, coupon rental rates for good quality
research and development space in Milpitas typically ranges from $0.70 to $1.35
per square foot per month on triple-net terms, in comparison with rental rates
in the $0.60 to $0.70's range in 1993 and 1994. Leases are typically on three to
seven-year terms and include periodic rent steps. Consequently, effective
monthly rental rates generally range from the low-$0.80's to high-$0.90's per
square foot. On triple-net terms, tenants reimburse the landlord for their
pro-rata share of all operating expenses in addition to their base rent.

     Landlord concessions are considered to be minimal. In the mid to
late-1980's, tenants were often given up to two years of free rent for a five
year transaction. However, today, we find that free rent is not a factor in the
market. Rarely, one month of free rent for each lease year may be granted.

     Landlords are providing less dollars for tenant improvements on previously
improved spaces. Our experience, shows that most lease transactions do provide a
minimal tenant improvement allowance usually $5.00 per square foot. In some
cases when buildings are outdated for many


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                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                               Market Analysis
================================================================================


electronic company uses, we find tenant improvements approaching the $20.00 per
square foot range.

     In summary, the subject is located in the Milpitas market. The on-going
resurgence in demand for research and development space has resulted in higher
rental rates and lower vacancy rates. Consequently, most market participants
feel that rental rates will rise moderately into the foreseeable future.

     Land Values

     Industrial land prices range from approximately $7.00 to $22.00 per square
foot. Sales activity of vacant industrial land is improving as the amount of
available industrial space continues to decrease. Buyers are either owner/users
or developers of build-to-suit projects rather than speculative builders, at
this time. Land values are anticipated to increase at a moderate rate into the
foreseeable future as the amount of well located industrial land diminishes.

     Investment Sales

     Cushman & Wakefield's Financial Services Group reports that the market
environment for investment sales and financing has changed dramatically over the
past year. The national investment sales market is turning from a buyer's market
to a modest sellers market. The availability of both debt and equity capital
have turned the market around. Real estate as an asset class is again acceptable
to pension funds.

Marketing and Exposure Time

     Based on research and development facility sales discussed in detail in the
Sales Comparison Approach, and our conversations with brokers active in the
market, it is our opinion that the subject property would sell within a six to
nine month period if actively marketed for sale.

     The Appraisal Standards Board of the Appraisal Foundation defines exposure
time as the estimated length of time that the property interest being appraised
would have been offered on the market prior to the hypothetical consummation of
a sale at market value on the effective date of the appraisal; a retrospective
estimate based upon an analysis of past events assuming a competitive and open
market." Based on historical market conditions and the sales analyzed in this
report, the exposure time for the subject property is estimated to be roughly
equal to the marketing time stated at six to nine months.



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                                      -11-
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                          PROPERTY DESCRIPTION
================================================================================


Site Description

     The subject site comprises one assessor's parcel which is located within
the Dixon Landing Business Park. 1100 Cadillac Court is located on the
southeasterly corner of Cadillac Court and Fairview Way. 380 Fairview is located
at the southwesterly comer of Fairview Way and California Circle. The site (in
total) is irregular in shape and contains 19.491 acres or 849,028 square feet of
land area. The topography is level. We have assumed that the soil's load-bearing
capacity is sufficient to support the existing structures. All essential
utilities including electricity, water, sewer, and telephone are currently
serving the site.

     According to Community Panel No. 060344-0001F, effective July 4, 1988, the
subject property appears to be situated in Zone AH, an area designated as being
within the floodplain. It is our understanding that flood insurance is required
for A zoned sites for lending purposes. There is a drainage easement situated
along the southerly border of the site.

     The site is not located in a Special Study Zone as established by the
Alquist-Priolo Geological Hazards Act.

     The two buildings share approximately 750 parking spaces which results in a
parking ratio of 3.2 parking spaces for every 1,000 square feet of building
area.

Improvements Description

     1100 Cadillac Court is a one-story, concrete tilt-up research and
development building wrapped in glass on all four sides. It comprises
approximately 125,280 square feet of net rentable area. It was constructed in
1988. The interior improvements are currently built out as 100% HVAC office
space with many private offices. The building offers two grade level loading
doors. Sun Microsystems occupies 100% of the building.

     380 Fairview Way is a one-story, concrete tilt-up research and development
building wrapped in glass on three sides. The building was constructed in 1980
and comprises 106,560 square feet of net rentable area. The building is suitable
for research and development, manufacturing, and distribution uses. The interior
build out is 100% HVAC, with 16% office area and 84% manufacturing area, 12 dock
high doors and 2 grade level doors.

     As previously mentioned, the subject has concrete surface parking for
approximately 750 vehicles, and concrete curbs, and sidewalks. The site is
landscaped with trees, ornamental shrubs and plants located around the buildings
and parking lot.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in average to good condition. No evidence of structural damage
was observed on our inspection of the improvements. Further, we are not aware of
any major items of deferred maintenance.




================================================================================

                                      -12-
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                           REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The building is subject to the taxing jurisdiction of the City of Milpitas
and the County of Santa Clara. The assessors parcel identification number is
022-38-016.

     The assessor's parcel is located in tax rate area 12-003. The 1995-96 tax
rate for this area is $1.046 per $100.00 of the property's assessed valuation.

     Under a provision of Article XIIIA of the California Tax and Revenue Code,
properties are assessed based on their market value as of March 1, 1975. This
valuation may increase only 2% per year until such time as the property is sold,
substantial new construction takes place, or the use of the property is changed.
Under the foregoing circumstances, the properties may be reassessed to their
market value.

     The 1995-96 fiscal year is the most recent year for which assessed
valuation and property tax information is available. The assessed value and
taxes for the property follows:


     =====================================================================
       Assessed                                                 Totals
       Values
                Land                                         $ 4,808,178
                Improvements                                 $18,098,952
                                                             -----------
       Total Market                                          $22,907,130
       Value
       Tax Rate/$1.00 of Assessed Value                            1.046
                                                             -----------
       Total Taxes                                           $239,608.56
       Direct
       Assessments                                           $ 10,194.70
                                                             -----------
       Total Taxes & Assessments                             $249,803.26
     =====================================================================


     The direct assessments include vector control, library fees, flood control,
and open space district. These assessments are perpetual.

     Within the discounted cash flow (DCF) analysis, which is presented later in
this report, we estimated real estate taxes based on the appraised value. For
DCF purposes, real estate taxes are estimated at $180,000.

     If the subject were sold, it would be reassessed at market value by the
County Assessor. The County Assessor commonly bases the market value of a
property on its sale price.



================================================================================

                                      -13-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                        ZONING
================================================================================

     The City of Milpitas maintains a Planning Department which has jurisdiction
over all development within the city limits. The City Planning Department has
designated the zoning for the subject as MP or Industrial Park. The General Plan
designation calls for industrial uses, as well.

     Permitted Uses                     Industrial uses including office,
                                        research and development, manufacturing,
                                        assembly, and distribution.

     Maximum Building Height            Subject to specific plan development

     Setbacks
        Front                           35 feet
        Rear                            20 feet
        Side                            10 feet for interior lots
                                        35 feet for corner lots

     We are not experts in the interpretation of complex zoning ordinances but
the property appears to be a conforming legal use based on our review of public
information.

     The floor area ratio is approximately 27%, overall. However, due to the
shared common landscaped and parking areas, it is our opinion that the site is
fully developed.

     The zoning also requires one parking space per 300 square feet of building
area for research and development and manufacturing uses and one parking space
per 500 square feet of warehouse space. The subject building has 3.2 spaces per
1,000 parking capacity, which exceeds the current requirement. Thus, the parking
capacity is considered above standard for the zoning and consistent with the
market. The final determination of compliance, however, is beyond the scope of a
real estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.







================================================================================

                                      -14-
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                          HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing master planned
industrial zoning and the surrounding master planned development, research and
development uses would be most compatible with surrounding development. Further,
as discussed in the Market Analysis section of this report, the Milpitas market
has continued its recovery with an (June 1996) occupancy level of approximately
97.6 percent. Rental rates for this type of space in the Milpitas area are at
$4.44 to $16.20 per square foot (including all classes of space). Further, the
market is very active from an occupancy and rental rate perspective. Therefore,
it is our opinion the highest and best use of the site is for some type of
research and development building.

Highest and Best Use, As Improved

     As noted in the Property Description section of this report, the subject
site is improved with two, one-story, 231,840 square foot (combined area)
research and development buildings and related site improvements. Constructed in
1980 and 1988, the project is in average- to good condition. Further, the design
and layout are considered to be very functional for its current use.

     The market in which the subject competes is stable with increasing
occupancy levels and rental rates. Therefore, it is our opinion that the subject
property, as improved, is capable of providing an adequate return to the land
over the foreseeable future. This conclusion is supported by the data and
analysis presented in the balance of this report. For these reasons, it is our
opinion that the highest and best use of this site, as improved, is for
continued use as research and development buildings.

================================================================================

                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                             VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Sales Comparison and the Income
Approach to develop market value estimates for the subject property. Because
this is a summary report, the level of detail of presentation is less than that
found in a self-contained report.

The Cost Approach, was not performed, due to:

     o    the age of the improvements which make estimates of physical
          depreciation subjective, at best, and

     o    the relatively little amount of reliance placed on this approach by
          market participants including investors and brokers.

In the Sales Comparison Approach, we performed the following steps:

     o    Investigated the market for recent sales of similar industrial
          properties.

     o    Analyzed those sales on the basis of the sales price per square foot;
          and

     o    Correlated the value indications into a point value estimate from
          within the range.

In developing the Income Approach we:

     o    Studied the rents in effect in this and competing properties to
          estimate the potential rental income at market levels;

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of expenses and reserves
          for replacement;

     o    Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

     o    Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the term of existing leases. As
          the existing leases expire, the buildings are estimated to rent at the
          then current market rental rate with appropriate allowances for
          downtime. From potential gross revenues, we subtract vacancy and
          expenses (operating, fixed, and other) to arrive at an estimate of
          cash flow over an 11 year forecast.

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.

================================================================================

                                      -16-
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                     SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
Willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are,

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area;

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to common units of comparison, such as price
          per square foot of building area (in this case net rentable area);

     (5)  making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting the adjusted sales data and draw a logical value
          conclusion.

     In analyzing the leased fee estate, the sale prices presented by the
comparables were reduced to those common units of comparison used to analyze
improved properties that are similar to the subject. Of the available units of
comparison, the sales price per square foot of net rentable area (used by
buyers, sellers, and brokers) is the most commonly used measurement to value
research and development buildings in the marketplace.

     On the following page is a summary of recent market data considered to be
most indicative of the subjects current market value.



================================================================================

                                      -17-
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>

                                                        1100 Cadillac Court
                                                          380 Fairview Way
                                              Milpitas, Santa Clara County, California

                                       Office/Research and Development Building Sales Summary

<CAPTION>
====================================================================================================================================
                                                                                      Percent                               Overall
                                                     Net     Ceiling    Land          Occupied     Cash       Sale          Capital-
   Comp                            Sale      Year  Rentable  Height     Area  Percent  on Date  Equivalent    Price    NOI/ ization
    No.         Location           Date      Built  Area     (Feet)   (Acres)  Office  of Sale  Sale Price   Per SF     SF    Rate
====================================================================================================================================
<S>                                <C>     <C>      <C>      <C>       <C>     <C>     <C>      <C>          <C>      <C>      <C> 
   l-1  1210 California Circle     May-96    1984   120,576  9' to 16'   9.45  100.0%  100.0%   $12,670,000  $105.08  $10.05   9.6%
        Milpitas, California
   l-2  45757 Northport Loop       Apr-96    1983   103,060  9' to 16'   6.50   68.0%  100.0%    $9,278,000   $90.03   $8.11   9.0%
        Fremont, California
   l-3  1565 Barber Lane           Feb-96    1982   102,240  9' to 17'  12.66   60.0%  100.0%   $10,850,000   $48.20   $4.62  10.0%
        1550 Buckeye Drive         Feb-96    1982   132,624  9' to 17'  total   30.0%  100.0%
        Milpitas, California               ren. 1985          
   l-4  McCandless Technology Park Apr-95    1985   344,925  9' to 17' 22.909   70.0%   88.0%   $18,500,000   $53.63   $5.62  10.8%
        Milpitas, California                 1988
   l-5  350 East Plumeria Drive    Sep-95    1984   141,620  9' to 18'   8.11   30.0%  100.0%    $8,325,000   $58.78   $7.04  12.0%
        San Jose, California                                             
====================================================================================================================================
Subject 1100 Cadillac Court        Jul-96    1988   125,280  9' to 26'  9.752  100.0%  100.0%         N/A      N/A     $7.59*   N/A
        380 Fairview Way                     1980   106,560             9.739   16.0%  100.0%
        Milpitas, California                        -------            ------
                                                    231,840            19,491
====================================================================================================================================

                                   Low       1982   102,240  9' to 16'   6.50   30.0%   88.0%    $8,325,000   $48.20   $4.62   9.0%
        Data Range                 High      1988   344,925  9' to 18' 22.909  100.0%  100.0%   $18,500,000  $105.08  $10.05  12.0%
                                   Mean      1984   157,508  9' to 17' 11.926   59.7%   98.0%   $11,924,600  $ 70.74   $7.13  10.3%

* Note: The subject's NOI per square foot is based on the income forecasted in the Income Approach of this report.
====================================================================================================================================
</TABLE>




                                      -18-
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                    Sales Comparison Approach
================================================================================

     The comparable properties are generally similar from a physical standpoint
to the subject, but there are some differences in terms of economic
characteristics as some of the comparables reflected below-market rents.
Generally speaking, the investment market for this type of product is fairly
broad, including foreign, national, and local investors.

Sales Price Per Square Foot Analysis

     The five comparables indicate sales prices ranging from $46.20 to $105.08
per square foot of net rentable area on a cash equivalent basis. The prices per
square foot are influenced by the differences in construction quality, occupancy
levels, character of the tenancy, economics, and location. Nevertheless, it is
important to address each property in terms of the conventional sequence of
adjustments. Following are those considerations which are relevant to the
subject. The first three elements must be considered in advance of applying any
other compensating factors to derive value conclusions via the sales price per
square foot methodology.

     Property Rights Conveyed

     All comparables involved the transfer of the leased fee estate. Therefore,
no adjustment for property rights is indicated.

     Seller Financing/Cash Equivalency

     With the exception of comparable 1-3, all of the comparables were sold on
the basis of cash to the seller. In the case of comparable 1-3, the seller
provided market financing equivalent to 70% of the sales price (7.75%, 20 year
amtz, due in 7 years). Thus, no adjustment for seller financing/cash equivalency
is indicated for the comparables.

     Conditions of Sale

     Comparable 1-4 sold to a developer as an REO sale. The sales price reported
in the summary chart does not include the cost of the three vacant parcels of
land which were also purchased at the time of sale. Thus, an upward adjustment
is indicated for this inferior condition (REO) of sale for comparable 1-3. We
identified no special motivational conditions concerning the remaining
comparables; therefore, no adjustments for conditions of sale were made.

     Date of Sale

     The market began to improve in late-1994. It is our opinion that an upward
adjustment is indicated for the 1995 sales (comparables 1-4 and 1-5).

     Location

     A downward adjustment for location is indicated for comparable 1-5 due to
its superior North San Jose location. No further adjustment for location is
indicated for the remaining comparables.

     Condition

     All comparables were constructed in the 1980's and are considered similar
to the subject in terms of overall condition.

     Level of Interior Improvements

     The subject offers a mix of interior build outs with one building at 100%
office area and the other building with only 16% office area (which also
included a clean room, class not clearly

================================================================================

                                      -19-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                    Sales Comparison Approach
================================================================================

determined). On average, the subject offers only 58% office area. Thus, downward
adjustments are indicated for comparables 1-1 and 1-4 while an upward adjustment
is indicated for comparable 1-5.

     Economic Characteristics

     The subject is currently operating at slightly below market rent levels.
The market has been steadily improving since late-1994. At sale, comparables
1-1 and 1-2 were operating at market rent levels with long term leases in-place.
Thus, downward adjustments are indicated for these comparables. At sale,
comparable 1-3, 1-4, and 1-5 were operating at below market levels. Further, the
tenants of comparables 1-3 and 1-5 were having financial difficulties. The
developer who purchased comparable 1-4 stated that many of the existing leases
were going to roll over within the next one to two years (from the sale date).
He anticipated an increase in market rent levels and estimated that he bought
the comparable, at least, 25% below market levels.

     Reconciliation and Conclusion

     Overall, comparables 1-1 and 1-2 are adjusted downward and comparables 1-3
through 1-5 are adjusted upward. Comparables 1-1 and 1-2 are the most recent
sales. Each of these comparables is leased at market rents on a long term basis.
Comparable 1-3 was purchased primarily based on the buyer's requirement of using
a 10.0% capitalization rate. Income for this comparable was quite low. As a
result, the price per square foot sets the low end of the range. Comparable 1-4
was an REO sale with a significant amount of upside potential. The resulting
price per square foot is indicative of these conditions. Comparable 1-5 was
operating at below market rent levels by a tenant who was having financial
difficulty at the time of sale. As a result, the comparable sold with a low
price per square foot indicator.

     In our opinion, most weight is given to comparables 1-1 and 1-2 at the high
end and comparables 1-4 and 1-5 at the low end. Little weight is given to
comparable 1-3. These comparables sold from $53.63 and $105.08 per square foot.
Based upon all of the above data, we believe the value of the subject would be
in the range of $70.00 to $75.00 per square foot of net rentable area, or $72.50
per square foot, on average. Thus, our value by the Sales Price Per Square Foot
method is as follows:

================================================================================
                       Sales Price Per Square Foot Summary
================================================================================
Net Rentable Area         Sales Price Per               Indicated
       (SF)                 Square Foot                   Value
                                                                                
================================================================================
      231,840       X          $72.50        =         $16,808,400
                              Rounded To:              $16,810,000
================================================================================


================================================================================

                                      -20-
                                                                                

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                              INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an assets income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multiple leases, with staggered lease terms or varying lease
structures; the lease-up of vacant space; and differing tenant finish
allowances, depending upon whether the space is in a shell or second generation
state. Case in point, direct capitalization cannot recognize the anticipated
strengthening that will continue to occur in the Silicon Valley industrial
market over the near term.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method, in an attempt to
mirror the expectations relative to those variables. Overall, market conditions
are still below normalized levels (although the subjects submarket and direct
competition are strengthening rapidly). Consequently, the discounted cash flow
method affords the most realistic method of reflecting investor expectations of
the current period, as well as the projected recovery (primarily rental rates in
the subject's case). Also, the discounted cash flow methodology can better
quantify the impact of multi-tenant leases, with staggered lease terms or
varying rental rate structures than the direct capitalization technique.
Therefore, it is our opinion that the discounted cash flow method is the most
appropriate method in the valuation of the subject property. As such, the direct
capitalization method will not be used in this analysis. However, at the
conclusion of the Income Approach, we will analyze the resulting overall
capitalization rate derived from the discounted cash flow analysis as a check
for reasonableness.

     In the following sections, we will first analyze the subject's existing
leases and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

     Leases for research and development space are written on triple-net terms.
In the triple-net lease the tenant pays for property taxes, insurance, operating
expenses, and management. The landlord is responsible for the structural
components including the exterior walls and the roof structure, and at times,
the roof membrane.

================================================================================

                                     -21- 
                                                                         

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                              Income Approach
================================================================================

     Summary of Existing Leases

     Sun Microsystems leases the 1100 Cadillac Court building. The building
comprises 125,280 square feet of net rentable area. The lease commenced on July
15, 1995 and expires on June 30, 2000. The rent is written on a triple-net
basis. The rent is flat at $0.75 per square foot per month ($9.00/square
foot/year).

     Applied Materials leases the 380 Fairview Way building. The building
comprises 106,560 square feet of net rentable area. The lease commenced on
January 1, 1995 and expires on June 30, 2000. The rent is written on a
triple-net basis. The rent schedule follows:

           From/to                 Monthly/Sq.Ft            Annual/Sq.Ft.
           7/95 to 6/98                $0.53                   $6.36
           7/98 to 6/00                $0.56                   $6.72

     Lease Expirations

     As part of our risk analysis, we recognize that both leases expire on June
30, 2000. Fortunately, that is four years away. Thus, over the near term, the
leasing exposure is fairly nominal from a risk perspective.

     None of the renewal options contained in the existing leases specify below
market rates. Therefore, at the expiration of those leases which contain renewal
options, we have assumed normal renewal probabilities.

     Estimate of Current Market Rent

     All of these comparables are considered to be generally similar with
respect to location and amenities by comparison to the subject property.

     On the following page is a summary of properties utilized in our rent
comparable analysis.

================================================================================

                                      -22-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                              1100 Cadillac Court

                                380 Fairview Way

                              Milpitas, California

                       Industrial Building Rental Summary
<TABLE>
<CAPTION>
=================================================================================================================================
                                                                                                  Actual                     Tenant 
                                                     Net     Ceiling  Building          Overall  Effective Lease            Improve-
Comp.                             Date of   Year   Rentable  Height    Area     Percent Percent   Lease    Term    Expense    ment  
 No.          Name/Location        Lease    Built    Area    (Feet)  Leased(SF)  Office  Leased  Rate(SF) (Years)Provision Allowance
====================================================================================================================================
<S>        <C>                      <C>     <C>     <C>        <C>    <C>         <C>      <C>     <C>      <C>     <C>       <C>
R-1        1210 California Circle   01/96   1984    120,576    16     120,576     100.0%   100.0%  $11.28   10      Net        As is
           Milpitas, California                                                                                             
R-2        150 River Oaks Parkway   04/96   1980's  100,024    22     100,024      70.0%   100.0%  $10.33   10      Net       $12.00
           San Jose, California                                                                                             
R-3        78 East Trimble          01/96   1980     95,000     9      95,000     100.0%   100.0%  $12.48   10      Net       $24.10
           San Jose, California                                                                                             
R-4        5555 Auto Mall Parkway   03/96   1996    177,005    24     177,005       8.0%   100.0%   $5.16   10      Net        $4.50
           Freemont, California                                                                                             
R-5        48451 Warm Springs       05/96   1996     49,252    24      49,252       5.0%   100.0%   $5.04    5      Net        $4.00
           Blvd.                                                                                                            
           Freemont, California                                                                                             
====================================================================================================================================
Subject    1100 Cadillac Court      7/95    1988    125,280     9     125,280       100%   100.0%   $9.00    5      Net         NA
           380 Fairview Way         1/95    1980    106,560    26     106,560      16.0%   100.0%   $6.50    5      Net         NA
           Milpitas, California                                                                                             
====================================================================================================================================
           Data Range           Low     1980     49,252     9      49,252       5.0%   100.0%   $5.04    5                 $4.00
                                High    1996    177,005    24     177,005     100.0%   100.0%  $12.48   10                $24.10
                                Mean    1989    108,371    19     108,371      56.6%   100.0%   $8.86    9                $11.15

* Based on the total area leased, not just the finished office area.                                                       
====================================================================================================================================
</TABLE>
                                                           
                                      -23-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                              Income Approach
================================================================================

     Comparables R-1 through R-3 represent recent rent comparables for the 1100
Cadillac Court building which is occupied by Sun Microsystems. Sun Microsystems
leased the subject in June, 1995. Since that time, rent levels have continued to
increase. Thus, the rent range for the Sun building ranges from $9.00 to $11.28
per square foot of net rentable area, including the subject lease. The
comparables were, however, leased for a longer term (10 years) due to the
diminishing supply of larger research and development buildings. Tenant
improvement allowances ranged up to $24.10 per square foot. It is our opinion
that the subject 1100 Cadillac Court building would lease at $9.60 per square
foot. In addition, the rent would increase each year by approximately 3.5%.

     Comparables R-4 through R-5 represent recent rent comparables for the 380
Fairview Court building which is occupied by Applied Materials. Applied
Materials leased the subject in January, 1995. As previously stated, rent levels
have continued to increase. Thus, the rent range for the Applied Materials'
building ranges from $5.04 to $6.50 per square foot of net rentable area,
including the subject lease. The comparables, however, are warehouse buildings
which offer less office space than the subject. It is our opinion that the
subject could easily be converted for a more intense research and development
use, if the need arose. Tenant improvement allowances ranged from $4.00 to $4.50
per square foot. It is our opinion that the subject 380 Fairview Way building
would lease above the range at $6.60 per square foot. In addition, the rent
would increase each year by approximately 3.5%.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of appraisal:

     1)   The market rental rate for the subject building located at 1100
          Cadillac Court is estimated to equate to $9.60 per square foot of net
          rentable area, triple-net. The market rental rate for the subject
          building located at 380 Fairview Way is estimated to equate to $6.60
          per square foot of net rentable area, triple-net.

     2)   Future leases are assumed to have five year lease terms.

     3)   The tenant improvement allowance is projected to be $5.00 per square
          foot on a weighted average for tenant renewals of second generation
          space. The possible high cost to retrofit the current high level of
          private office space in the 1100 Cadillac Court building is offset by
          the minimal improvement dollars required to retrofit the 380 Fairview
          Way building.

Rental Rate Forecast

     Several brokers indicated to us that the quoted rental rates for the
buildings that compete with the subject property have recently experienced
significant increases. Our historical survey presented earlier in the Market
Analysis section supports this contention. Furthermore; it is our opinion that
the subject will likely experience fairly healthy rental rate increases over the
next several years because of increasingly higher occupancy rates in the
subject's market area, coupled with the fact that no new construction will
likely take place because it is not yet feasible from a rental rate perspective.


================================================================================

                                      -24-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




<PAGE>


                                                              Income Approach
================================================================================
As such, we have forecasted a 3.5% annual compounded increase in the market
rental rate for the subject property over the entire holding period in the
discounted cash flow analysis.

Expense Recovery Income

     In a triple-net lease, the tenant pays for fixed and variable operating
expenses including property taxes, insurance, common area maintenance (R&M),
utilities, and management. Based on the subject's 1996 budget and our discounted
cash flow analysis, we have estimated recoveries at $425,223 for the fiscal year
ending July 31, 1997 (see DCF).

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent.

     Regarding collection loss specifically, we have applied a one percent loss
factor throughout the holding period primarily as a contingency for potential
collection problems and tenant defaults. This collection loss factor is applied
to rental income from all tenants.

     We have projected an approximate four month vacancy period at the
expiration of every lease with an average lease term of five years. This equates
to a 6.3 percent vacancy factor (four months divided by 64 months including the
four months vacancy). Our analysis includes a 50 percent probability of
rollover (existing tenants re-leasing their space) and a 50 percent probability
of turnover (existing tenants vacating the premises and new tenants leasing the
vacated space).

     The resulting physical (rollover/turnover) occupancy level for the property
within the cash flow is 95.4 percent. In addition to this physical occupancy, we
have projected a 1.0 percent economic vacancy factor, as previously noted.
Therefore, the overall average occupancy factor over the projection term is 94.5
percent.

     The average occupancy level of the subject property's submarket is 97.6
percent for research and development space and 95.8 percent for industrial space
according to Colliers Parrish (June 1996). This is an increase from the 93.8
percents (R&D) posted in June, 1995.

Operating and Fixed Expenses

     On the facing page is our Income and Expense Summary for the subject
property. We based our estimated operating expenses on a review of the 1995
actual itemized expenses for the subject property. In addition, we were provided
with the property's 1996 budget. Finally, this data was compared with known
operating statements of similar projects, and consultations with the local
property management personnel, as well as Cushman & Wakefield's Management
staff.

     Our initial inputs for the DCF analysis are based on the historic and
budgeted expenses as well as our appraisal files for other similar buildings. An
explanation of our initial inputs follows:


================================================================================

                                      -25-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                           Income Approach
================================================================================

Operating Expenses

     Property Taxes

     The initial input for the discounted cash flow is based on the appraised
Value times the tax rate plus the direct assessments giving consideration to the
range of values indicated by the approaches to value.

     Insurance

     Insurance costs are estimated by using the subject's budgeted 1996 forecast
for insurance and other similar type buildings in the market.

     Common Area Charges

     Common area charges are estimated by using the subject's budgeted 1996
forecast for insurance and other similar type buildings in the market.

     Management Fee

     Management expense is estimated at a market rate of 3.0% of the effective
gross income.

     Other Expenses:

     Other operating expenses include Tenant Improvements, Leasing Commissions,
and Capital Replacement/Reserves. The probability of incurring future leasing
commissions and tenant alterations is based on a 50 percent probability of
turnover (an existing tenant vacates a space and the space is released to a new
tenant) and a 50 percent probability of rollover (an existing tenant relets his
space).

     Tenant Improvements - We have factored a weighted average of $5.00 per
     square foot allowance for subsequent leases.

     Tenant improvement costs are projected to increase at a rate of 3.5 percent
     per year through the projection period.

     Leasing Commissions - For the period under analysis, leasing commissions
     for all new leases are estimated to be 6.0 percent for year 1; 5.0% for
     years 2 and 3; 4.0% for year 4; and 3.0% for year 5. Renewal commissions
     without brokerage participation.

     As a result of these projections, the weighted average commission applied
     to all expiring space is equal to one-half of the schedule shown above.

     Capital Replacements/Reserves - Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Based on the
     expense behavior of other comparable properties and the age of the subject
     property, we have estimated capital replacements/reserves at $0.10 per net
     rentable square foot, increasing by 3.5 percent per year throughout our
     analysis.

================================================================================

                                      -26-


                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                              Income Approach
================================================================================

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for the fiscal year ending in July 1997 equates to $426,278 ($1.84 per
square foot of net rentable area), excluding the capital replacements, tenant
improvements and the leasing commissions. Our total projected expenses appear
reasonable when compared to the historical experience and the 1996 budgeted
amount. The primary difference is the decrease in the tax assessment used for
the discounted cash flow analysis.

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Plus+ computer program. The program has the flexibility to allow for a
tenant-by-tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. The annual cash flow report can be found on the following page.


================================================================================

                                      -27-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
                                                 SUN AND APPLIED MATERIALS BUILDING
                                                      PROJECT DESIGNATOR: CADI
                                                       REVISION: 7/30/96 16:01
                                                       ANNUAL CASH FLOW REPORT
                                                    BEGINNING 8/1/96 FOR 11 YEARS

                        FY1997        FY1998       FY1999        FY2000        FY2001         FY2002         FY2003        FY2004   
<S>                    <C>           <C>          <C>           <C>           <C>            <C>            <C>           <C>       
INCOME                                                                       
- ------
MINIMUM RENT:                                                                
ALL TENANTS            1,805,242     1,808,439    1,843,603     1,689,970     1,640,370      2,244,573      2,323,133     2,404,443 
                       ---------     ---------    ---------     ---------     ---------      ---------      ---------     --------- 
TOTAL MINIMUM RENT     1,805,242     1,808,439    1,843,603     1,689,970     1,640,370      2,244,573      2,323,133     2,404,443 
                                                                             
RECOVERIES                                                                   
REIMBURSABLES:           426,223       436,753      447,826       409,599       356,874        493,584        507,752       522,354 
                       ---------     ---------    ---------     ---------     ---------      ---------      ---------     --------- 
TOTAL RECOVERIES         426,223       436,753      447,826       409,599       356,874        493,584        507,752       522,354 
                                                                             
                       ---------     ---------    ---------     ---------     ---------      ---------      ---------     --------- 
GROSS RENTAL                                                                 
INCOME                 2,231,465     2,245,192    2,291,429     2,099,569     1,997,244      2,738,157      2,830,885     2,926,797 
CREDIT LOSS              (44,629)      (44,904)     (45,829)      (41,991)      (39,945)       (54,763)       (56,618)      (58,536)
                       ---------     ---------    ---------     ---------     ---------      ---------      ---------     --------- 
TOTAL INCOME           2,186,836     2,200,288    2,245,600     2,057,578     1,957,299      2,683,394      2,774,267     2,868,261 
                                                                             
EXPENSES                                                                     
- --------
PROPERTY TAX             182,100       185,742      189,457       193,246       197,111        201,053        205,074       209,176 
INSURANCE                117,348       121,455      125,706       130,106       134,659        139,372        144,251       149,299 
COMMON AREA               61,225        63,368       65,586        67,881        70,257         72,716         75,261        77,895 
MANAGEMENT FEE            65,605        67,368       67,369        61,727        80,502         83,228         83,228        86,048 
                       ---------     ---------    ---------     ---------     ---------      ---------      ---------     --------- 
TOTAL EXPENSES           426,278       436,574      448,117       452,960       460,746        493,643        507,814       522,418 
                       ---------     ---------    ---------     ---------     ---------      ---------      ---------     --------- 
NET OPERATING                                                                
INCOME                 1,760,558     1,763,714    1,797,483     1,604,618     1,496,553      2,189,751      2,266,453     2,345,843 
                                                                             
ALTERATIONS                    0             0            0             0     1,330,208              0              0             0 
COMMISSIONS                    0             0            0             0       269,758              0              0             0 
RESERVES                  23,200        24,012       24,852        25,722        26,623         27,554         28,519        29,517 
                       ---------     ---------    ---------     ---------     ---------      ---------      ---------     --------- 
CASH FLOW              1,737,358     1,739,702    1,772,631     1,578,896     (130,036)      2,162,197      2,237,394     2,316,326 
                                                                          

<CAPTION>
                                 FY2005            FY2006            FY2007     
<S>                             <C>               <C>               <C>         
INCOME                                                                          
- ------                                                                          
MINIMUM RENT:                                                                   
ALL TENANTS                     2,488,599         1,747,695         2,727,787   
                                ---------         ---------         ---------  
TOTAL MINIMUM RENT              2,488,599         1,747,695         2,727,787  
                                                                               
                                                                               
RECOVERIES                       
REIMBURSABLES:                    528,219           359,278           564,179 
                                ---------         ---------         ---------  
TOTAL RECOVERIES                  528,219           359,278           564,179 
                                                                              
                                                                              
GROSS RENTAL                                                                  
INCOME                          3,016,818         2,109,973         3,291,966 
CREDIT LOSS                       (60,336)          (42,139)          (65,839)
                                ---------         ---------         ---------  
TOTAL INCOME                    2,956,482         2,064,834         3,226,127 
                                                                              
EXPENSES                                                                      
- --------
PROPERTY TAX                      213,359           217,626           221,979 
INSURANCE                         154,525           159,933           165,531 
COMMON AREA                        80,622            83,443            86,364 
MANAGEMENT FEE                     88,694            61,945            96,784 
                                ---------         ---------         ---------  
TOTAL EXPENSES                    537,200           522,947           570,658 
                                ---------         ---------         ---------  
NET OPERATING                                                                 
INCOME                          2,419,282         1,541,887         2,655,469 
                                                                              
ALTERATIONS                             0         1,635,166                 0 
COMMISSIONS                             0           331,600                 0 
RESERVES                           30,550            31,619            32,726 
                                ---------         ---------         ---------  
CASH FLOW                       2,388,732          (456,498)        2,622,743 
</TABLE>

                                      -28-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Income Approach
================================================================================

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.
                                                      
                      
               ====================================
                 Summary of Capitalization Rates
               ====================================
                   Sale            Capitalization
                   No.                  Rate
               ====================================               
                   1-1                  9.6%
                   1-2                  9.0%
                   1-3                 10.0%
                   1-4                 10.8%
                   1-5                 12.0%
               ====================================

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period, including possible changes in market
conditions for the property. Investors typically add 50 to 100 basis points to
the going-in rate to arrive at a terminal capitalization rate, according to
Cushman & Wakefield's periodic investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by
the fact that capitalization rates are failing (which is not reflected in the
sales, except for comparables l-1 and l-2), we are of the opinion that a 10.5
percent terminal capitalization rate is appropriate to apply to the subject's
projected net operating income in the eleventh year. This results in an
estimated terminal value (or sales price) for the property at the end of the
1Oth year of $25,290,181 ($2,655,469.105).

     From this projected sales price, the estimated costs of sale for such
items as real estate commissions, closing costs, legal fees, as well as
others, must be deducted. We have estimated these cost to be three percent of
the sales price resulting in cash flow from the sale of the property in the
tenth year of $24,531,476 ($25,290,181 - $758,705).

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion,
and discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.


================================================================================

                                     -29-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                              Income Approach
================================================================================

<TABLE>
<CAPTION>
===================================================================================================================
                                   CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
                            SUMMER 1996 NATIONAL INVESTOR SURVEY FOR INDUSTRIAL BUILDINGS
===================================================================================================================
           GOING IN           TERMINAL             IRR             INCOME             EXPENSE
                                                                   GROWTH             GROWTH          Projection
- ----------------------------------------------------------------------------------------------------
         LOW      HIGH      LOW      HIGH     LOW       HIGH     LOW      HIGH      LOW      HIGH       Period
===================================================================================================================
<S>     <C>       <C>       <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>       

Mean     9.3       9.8      9.8      10.8     12.0      12.4     3.3      4.0       3.2      3.9       8.5-9.8
- -------------------------------------------------------------------------------------------------------------------
Range    8.5      11.0      9.5      11.0     11.0      20.0     3.0      4.0       3.0      4.0         5-11
- -------------------------------------------------------------------------------------------------------------------
No. of Responses: 14 to 18
===================================================================================================================
</TABLE>


     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality office building
properties in the United States. The entire survey is included in the Addenda
to this report.

     The investors internal rates of return cited above range from 11.0 to
20.0 percent. We have selected a 12.0 percent discount rate for the subject
property.

     The internal rate of return and terminal capitalization rate selected for
this; analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart 

     The discounted cash flow matrix can be found on the following page.

                                                                                
================================================================================

                                      -30-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                              Income Approach
================================================================================

       PURCHASE/SALE YIELD TABLE FOR SUN AND APPLIED MATERIALS BUILDINGS
                           REVISION: 7/30/96 o 16:01
            Purchase Price(000's)/Cap Going in as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2007)

                        Sale Price(000's)/Terminal Cap

                 26,723   26,071   25,451   24,559   24,294   23,754  23,238
   1RR           10.00    10.25    10.50    10.75    11.00    11.25   11.50
  ---------------------------------------------------------------------------
  11.00          18,559   18.352   18,155   17,968   17,788   17,617  17,453
                  9.49     9.59     9.70     9.80     9.90     9.99   10.09
  11.50          17,927   17,730   17,542   17,364   17,193   17,030  14,874
                  9.82     9.93    10.04    10.14    10.24    10.34   10.43
  12.00          17,323   17.136   16,958   16,387   16,625   16,470  16,321
                 10.16    10.27    10.38    10.49    10.59    10.69   10.79
  12.50          16,748   16.569   16,400   16,238   16,083   15,935  15,794
                 10.51    10.63    10.74    10.84    10.95    11.05   11.15
  13.00          16,198   16,029   15,867   15,712   15,565   15,424  15,290
                 10.87    10.98    11.10    11.20    11.31    11.41   11.51
  13-50          15,674   15,512   15,358   15,211   15,071   14,937  14,808
                 11.23    11.35    11.46    11.57    11.68    11.79   11.89


================================================================================

                                      -31-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                              Income Approach
================================================================================

Conclusions Via the Income Approach

     The resulting value estimate is $16,960,000 (rounded), or $73.15 per net
rentable square foot, which translates in a 10.4 percent
($1,760,558/$16,960,000) going-in capitalization rate.


================================================================================

                                      -32-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                   RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================
              

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

              Cost Approach                              NA
              Sales Comparison Approach              $16,810,000
              Income Approach                        $16,960,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     The Cost Approach was not utilized in this appraisal primarily due to the
subjectivity in estimating physical depreciation and the little reliance
placed by market participants in using this approach to value this type of
asset.

     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a
property than it would cost to buy a comparable substitute property. In this
approach, the subject property was compared with five comparable building
sales. We analyzed the sales using the sales price per square foot due to the
market's preference for this method. Although various dissimilarities between
the sales and the subject were noted, the general analysis is believed to
provide reasonable support for our value conclusion. As such, the Sales
Comparison Approach is afforded appropriate weight in the final conclusion.

     The Income Approach is based upon investor expectations for the income
stream generated by an income producing property. After estimating gross
income and the absorption of the vacant space, deductions were made for
vacancy and collection losses, and variable, fixed and other expenses. The
resulting net operating income was then converted into an indication of value
by means of discounted cash flow model.

     Since investment properties are generally bought and sold based upon
their income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the
Income Approach, as supported by the Sales Comparison Approach, we have formed
an opinion that the market value of the leased fee estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 26,1996, was:

              SIXTEEN MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS
                                  $16,950,000


================================================================================

                                      -33-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                   RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================
              

Marketing Time

     Marketing time is an estimate of the time that might be required to sell
a real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time is subsequent to
the effective date of the appraisal, and exposure time is presumed to precede
the effective date of appraisal.

     The estimate of marketing time uses some of the same data analyzed in the
process of estimating the reasonable exposure time and is not intended to be a
prediction of a date of sale.

     Our estimate of an appropriate marketing time for the subject relates to
a sale of the property in its As Is condition. Based on our discussions with
local brokers and buyer/sellers of projects like the subject, as well as our
assessment of the local real estate market and economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would approximate six to nine months.


================================================================================

                                      -34-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                         ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================
              
                       

Appraisal means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and limiting
Conditions are annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the
Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1)   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2)   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3)   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4)   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     %Without C&W`s prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5)   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

6)   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental

================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                         ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================
              
     consents have been or can be obtained and renewed for any use on which the
     value estimate contained in the Appraisal is based.

7)   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8)   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9)   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10)  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11)  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.

================================================================================

                                      -36-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                   CERTIFICATION OF APPRAISAL
================================================================================
              

                                                                       

We certify that, to the best of our knowledge and belief.

1)   I, George J. Geranios inspected the property, and I, Kenneth E. Matlin,
     MAI, have reviewed the report and concur with the findings contained
     herein.

2)   The statements of fact contained in this report are true and correct.

3)   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4)   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5)   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6)   No one provided significant professional assistance to the persons signing
     this report.

7)   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8)   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9)   As of the date of this report, Kenneth E. Matlin, MAI, has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

                                     

/s/ George J. Geranios    
- -------------------------
George J Geranios    
Valuation Advisory Services
Certification No. AGO1 1942


/s/ Kenneth E. Matlin    
- -------------------------
Kenneth E. Matlin, MAI Managing 
Director Valuation Advisory Services
Certification No. AGO02022


================================================================================

                                      -37-
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                      ADDENDA
================================================================================
                                                                                
     Project Assumptions and Analysis
     Cushman & Wakefield Investor Survey
     Qualifications of Kenneth E. Matlin
     Qualifications of George J. Geranios


==============================================================================

                                     -38-

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                                
                      SUN AND APPLIED MATERIALS BUILDINGS
                           PROJECT DESIGNATOR: CADI
                           REVISION: 7/30/96 o 16:08
                          PROJECT ASSUMPTIONS REPORT
                             INCLUDING ALL TENANTS

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF SUN AND APPLIED MATERIALS BUILDINGS BEGINNING 8/1996
FOR 15 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1996 VALUE -     231,940
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

MR-G
1 9 9 6 VALUE -    3.50
THEREAFTER - CONSTANT

CPIG
1996 VALUE -       3.50
THEREAFTER - CONSTANT

EX-G
1996 VALUE -       3.50
THEREAFTER - CONSTANT

TX-G
1996 VALUE -       2.00
THEREAFTER - CONSTANT


MARKET RATES
- ------------

MR-S
1996 VALUE -       0.80
THEREAFTER - GROWING AT GROWTH RATE MR-G

MR-A
1996 VALUE -       0.55
THEREAFTER - GROWING AT GROWTH RATE MR-G

TI-W
1996 VALUE -       5.00
THEREAFTER - GROWING AT GROWTH RATE CPIG


MISCELLANEOUS INCOMES
- ---------------------

NONE

                                                                                

EXPENSES                                                                      



                                                                          PAGE 2

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>





PROPERTY TAX       , REFERRED TO AS PTAX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     180,000
THEREAFTER - GROWING AT GROWTH RATE TX-G

INSURANCE          , REFERRED TO AS INSU
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     115,000
THEREAFTER - GROWING AT GROWTH RATE EX-G

COMMON AREA        , REFERRED TO AS CAM
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -      60,000
THEREAFTER - GROWING AT GROWTH RATE EX-G

MANAGEMENT         , REFERRED TO AS MGMT
AN INFORMATIONAL  EXPENSE

1996 VALUE   -    65,433
1997 VALUE   -    65,728
2998 VALUE   -    66,612
2999 VALUE   -    67,505
2000 VALUE   -    46,484
2001 VALUE   -    78,950
2002 VALUE   -    81,623
2003 VALUE   -    84,388
2004 VALUE   -    87,248
2005 VALUE   -    74,427
2006 VALUE   -    79,234
2007 VALUE   -    98,330
2008 VALUE   -   101,669
2009 VALUE   -   105,124
2010 VALUE   -   106,698
THEREAFTER   -CONSTANT

REIMBURSABLES      , REFERRED TO AS REIM
AN INFORMATIONAL EXPENSE
+100.0% OF PTAX+100.0% OF INSU
+100.0% OF CAM +100.0% OF MGMT

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -         2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1996 VALUE -         3.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - PERCENT OF EACH YEAR'S RENT:
YEAR 1 - 6.000%
YEAR 2 - 5.000%                                                     



                                                                          PAGE 3

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>





YEAR 4 -  4.000%
YEAR 5 -  3.000%

STANDARD METHOD #2   PERCENT OF EACH YEAR'S RENT:
YEAR 1 - 3.000%
YEAR 2 - 2.500% 
YEAR 3 - 2.500% 
YEAR 4 - 2.000% 
YEAR 5 - 1.500%

STANDARD METHOD #3    0.000% OF TOTAL RENT

STANDARD METHOD #4    0.000% OF TOTAL RENT

STANDARD METHOD #5    0.000% OF TOTAL RENT

COMMISSION PAYOUTS

- ------------------
STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

                                                                          PAGE 4

ALTERATION CALCULATION
- ----------------------

NONE

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD 42 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
1996 VALUE -      23,200

THEREAFTER - GROWING AT GROWTH RATE EX-G

PRIMARY CLASSIFICATION CODES                          
- --------------------------

NONE

SECONDARY CLASSIFICATION CODES          
- ------------------------------

NONE

COST CENTERS
- ------------

NONE



                                                                          PAGE 5

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

SALES VOLUME PROFILE
- --------------------

           PERCENT OF       RELATIVE
MONTH     ANNUAL SALES      VOLUME
- -----     ------------      --------
 JAN           8.33%           1.00
 FEB           8.33%           1.00
 MAR           9.33%           1.00
 APR           8.33%           1.00
 MAY           8.33%           1.00
 JUN           8.33%           1.00
 JUL           8.33%           1.00
 AUG           8.33%           1.00
 SEP           8.33%           1.00
 OCT           8.33%           1.00
 NOV           8.33%           1.00
 DEC           8.33%           1.00
             -------         -------
TOTALS       100.00%           12.00

GLOBAL  RECOVERIES

- -----------------

NONE

TENANT PROLOGUE
- ---------------


MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/MONTH

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SOUARE FOOT/MONTH
MARKET RATES INT9:RPRETED AS AMOUNTS/SQUARE FOOT/MONTH

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------


NONE

                                                            
                                                            
TENANTS

THERE ARE A TOTAL OF    2 LEASEHOLD TENANT(S):





                                                                          PAGE 6

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

- -------------------------------------------------------------------------------

#1 - SUITE 1100        SUN MICROSYSTEMS
BASE LEASE DATES:       7/1995 TO 6/2000
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         125,280
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.75/SF/MO

RECOVERIES:

REIMBURSABLES
PRO-RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE
PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

               LENGTH    VACANT     SQ FT   MONTHS OF
TERM      YEARS-MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS ALTERATIONS
- ----      ------------    ------   --------  ---------   -----------  ---------
  1         5.00            4       NONE        NONE         YES         YES
  2         5.00            4       NONE        NONE         YES         YES
  3         5.00            4       NONE        NONE         YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MR-S MULTIPLIED BY 1.000

INCREASING AT GROWTH RATE CPIG PER YEAR   DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLES

PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE
PASSTHROUGH

RENEWAL COMMISSIONS: STANDARD METHOD #2
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI-W
RENEWAL PAYOUT:        CASHED OUT



                                                                          PAGE 7

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



   ---------------------------------------------------------------------------

# 2 - SUITE 380        APPLIED MATERIALS
BASE LEASE DATES:      1/1995 TO 6/2000
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:       106,560
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.53/SF/MO
CHANGING TO -     0.5615FIMO ON 7/1998

RECOVERIES:

REIMBURSABLES

PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE
PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH    VACANT     SQ FT   MONTHS OF
TERM   YEARS.MONTHS MONTHS   INCREASE  FREE RENT   COMMISSIONS ALTERATIONS
- ---- ------------   ------   --------  ---------   -----------  -----------
  1        5.00        4       NONE        NONE         YES         YES
  2        5.00        4       NONE        NONE         YES         YES
  3        5.00        4       NONE        NONE         YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MR-A MULTIPLIED BY 1.000

INCREASING AT GROWTH RATE CPIG PER YEAR  DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

REIMBURSABLES

PRO RATA SHARE RECOVERY OF EXPENSE REIM PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF ZERO FOR A COMPLETE
PASSTHROUGH

RENEWAL COMMISSIONS: STANDARD METHOD #2
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE TI-W
RENEWAL PAYOUT:       CASHED OUT


<PAGE>

                                            SUN AND APPLIED MATERIALS BUILDINGS
                                                 PROJECT DESIGNATOR: CADI
                                                 REVISION: 7/30/95 @16:08
                                                   LEASE ABSTRACT REPORT
                                                      FOR ALL TENANTS

<TABLE>
<CAPTION>
                       PRIMARY/                                                                   ANNUAL
                      SECONDARY       SQUARE       LEASE      LEASE     OPTION         MINIMUM    MINIMUM       OVERAGE
        TENANT          CODES          FEET        BEGIN       END       #/MOS         RENT/SF     RENT            #   
- -----------------     ---------       ------       -----      -----     ------         -------    -------       -------
<S>                       <C>         <C>           <C>       <C>          <C>          <C>      <C>               <C> 
     1 SUITE 1100         -           125,280       7/95      6/00         -            9.00     1,127,520         -   
 SUN MICROSYSTEMS         -

      2-SUITE 380         -           106,560       1/95      6/00         -            6.36       677,722         -   
APPLIED MATERIALS         -                                                      7/98   6.72       716,083
                                      231,840

<CAPTION>
                     CEILING       BREAKPOINT                          PRO RATA           % OF RENT 
        TENANT       (000'S)         (000'S)        RECOVERIES        SHARE BASE        SUBJ. TO CPI
- -----------------    -------       ----------       ----------        ----------        ------------
<S>                     <C>             <C>        <C>                   <C>                        
     1 SUITE 1100       -               -          REIMBURSABLE          ZERO                       
 SUN MICROSYSTEMS                                                                                   
                                                                                                    
      2-SUITE 380       -               -          REIMBURSABLES         ZERO                       
APPLIED MATERIALS                                                                                   
</TABLE>


                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                            SUN AND APPLIED MATERIALS BUILDINGS
                                                 PROJECT DESIGNATOR: CADI
                                                 REVISION: 7/30/96 @ 16:08
                                                 AVERAGE OCCUPANCY REPORT

                                                      FOR ALL TENANTS

<TABLE>
<CAPTION>
                 1996         1997         1998        2000        2001         2002        2003       2004         2005            
                -------      -------     -------      -------     -------      -------     -------    -------     -------           
<S>             <C>          <C>         <C>          <C>         <C>          <C>         <C>        <C>         <C>               
JANUARY         231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840     231,840           
FEBRUARY        231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840     231,840           
MARCH           231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840     231,840           
APRIL           231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840     231,840           
MAY             231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840     231,840           
JUNE            231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840     231,840           
JULY            231,840      231,840     231,840         -        231,840      231,840     231,840    231,840     231,840           
AUGUST          231,840      231,840     231,840         -        231,840      231,840     231,840    231,840     231,840           
SEPTEMBER       231,840      231,840     231,840         -        231,840      231,840     231,840    231,840     231,840           
OCTOBER         231,840      231,840     231,840         -        231,840      231,840     231,840    231,840     231,840           
NOVEMBER        231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840        -              
DECEMBER        231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840        -              
                -------      -------     -------      -------     -------      -------     -------    -------     -------           
AVERAGE SF
OCCUPIED        231,840      231,840     231,840      154,560     231,840      231,840     231,840    231,840     193,200           

TOTAL SF-NRA    231,840      231,840     231,840      231,840     231,840      231,840     231,840    231,840     231,840           
                -------      -------     -------      -------     -------      -------     -------    -------     -------           
OCCUPANCY %      100.00       100.00      100.00        66.67      100.00       100.00      100.00     100.00       83.33           
                =======      =======     =======      =======     =======      =======     =======    =======     =======           

<CAPTION>
                    2006          2007         2008          2009         2010   
                   -------       -------      -------       -------      ------- 
<S>                <C>           <C>          <C>           <C>          <C>     
JANUARY               -          231,840      231,840       231,840      231,840 
FEBRUARY              -          231,840      231,840       231,840      231,840 
MARCH              231,840       231,840      231,840       231,840      231,840 
APRIL              231,840       231,840      231,840       231,840      231,840 
MAY                231,840       231,840      231,840       231,840      231,840 
JUNE               231,840       231,840      231,840       231,840      231,840 
JULY               231,840       231,840      231,840       231,840      231,840 
AUGUST             231,840       231,840      231,840       231,840      231,840 
SEPTEMBER          231,840       231,840      231,840       231,840      231,840 
OCTOBER            231,840       231,840      231,840       231,840      231,840 
NOVEMBER           231,840       231,840      231,840       231,840      231,840 
DECEMBER           231,840       231,840      231,840       231,840      231,840 
                   -------       -------      -------       -------      ------- 
AVERAGE SF                                                                       
OCCUPIED           193,200       231,840      231,840       231,840      231,840 
                                                                                 
TOTAL SF-NRA       231,840       231,840      231,840       231,840      231,840 
                   -------       -------      -------       -------      ------- 
                                                                                 
OCCUPANCY %          83.33        100.00       100.00        100.00       100.00 
                   =======       =======      =======       =======      ======= 
</TABLE>

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                            SUN AND APPLIED MATERIALS BUILDINGS
                                                 PROJECT DESIGNATOR: 1100
                                                 REVISION: 8/6/96 @ 15:10

                                                      TENANT REGISTER

                   TENANT               SQUARE FEET      BEGIN DATE    END DATE
- -------------------------------------   -----------      ----------    --------
#1 - SUITE 1100     SUN MICROSYSTEMS        125,280          7/1995      6/2000
#2 - SUITE 380      APPLIED MATERIALS       106,560          1/1995      6/2000
                                            -------
             2 TENANTS                      231,840
                                            =======

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                            SUN AND APPLIED MATERIALS BUILDINGS
                                                 PROJECT DESIGNATOR: 1100

                                                  REVISION: 86/96 @ 15:10
                                               ANNUAL TENANT REVENUE REPORT

                                                      FOR ALL TENANTS

1. SUITE 1100     SUN MICROSYSTEMS      OCCUPIES  125,280 SF
   BASE LEASE FROM JULY 1995 TO JUNE 2000

<TABLE>
<CAPTION>
                        FY97          FY98          FY 99         FY 0          FY 1           FY 2          FY 3          FY 4     
<S>                   <C>           <C>           <C>           <C>           <C>            <C>           <C>           <C>        
MINIMUM RENT          1,127,520     1,127,520     1,127,520     1,033,560     1,035,084      1,416,341     1,465,912     1,517,219  
                      ---------     ---------     ---------     ---------     ---------      ---------     ---------     ---------  

REIMBURSABLES           230,350       236,040       242,024       221,354             0              0             0             0  
REIMBURSABLES                 0             0             0             0       192,868        266,757       274,414       282,306  
                      ---------     ---------     ---------     ---------     ---------      ---------     ---------     ---------  
TOTAL RECOVERIES        230,350       236,040       242,024       221,354       192,868        266,757       274,414       282,306  
TOTAL REVENUE         1,357,870     1,363,560     1,369,544     1,254,914     1,227,952      1,683,098     1,740,326     1,799,525  
                      ---------     ---------     ---------     ---------     ---------      ---------     ---------     ---------  
ALTERATIONS                   0             0             0             0       718,808              0             0             0  
COMMISSIONS                   0             0             0             0       170,219              0             0             0  

<CAPTION>
                        FY 5          FY 6          FY 7          FY 8          FY 9           FY10           FY11    
<S>                  <C>            <C>           <C>           <C>           <C>            <C>           <C>        
MINIMUM RENT         1,570,322      1,102,807     1,721,251     1,781,495     1,843,848      1,908,382     1,303,534  
                     ---------      ---------     ---------     ---------     ---------      ---------     ---------  
                                                                                                                      
REIMBURSABLES                0              0             0             0             0              0             0  
REIMBURSABLES          285,466        194,160       304,905       317,420       326,639        336,143       228,750  
                     ---------      ---------     ---------     ---------     ---------      ---------     ---------  
TOTAL RECOVERIES       285,466        194,160       304,905       317,420       326,639        336,143       228,750  
TOTAL REVENUE        1,855,788      1,296,967     2,026,156     2,098,915     2,170,487      2,244,525     1,532,284  
                     ---------      ---------     ---------     ---------     ---------      ---------     ---------  
ALTERATIONS                  0        883,599             0             0             0              0     1,049,439  
COMMISSIONS                  0        209,242             0             0             0              0       248,514  
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 2


2. SUITE 380   APPLIED MATERIALS   OCCUPIES   106,560 SF
   BASE LEASE FROM JANUARY 1995 TO JUNE 2000

<TABLE>
<CAPTION>
                      FY97         FY98         FY 99       FY 0          FY 1         FY 2           FY 3           FY 4           
<S>                  <C>          <C>          <C>         <C>          <C>         <C>            <C>            <C>             
MINIMUM RENT         677,722      680,919      716,083     656,410      605,286       828,233        857,221        887,224         
                     -------      -------      -------     -------      -------     ---------      ---------      ---------         

REIMBURSABLES        195,930      200,770      205,859     188,278            0             0              0              0         
REIMBURSABLES              0            0            0           0      164,049       226,897        233,410        240,122         
                     -------      -------      -------     -------      -------     ---------      ---------      ---------         
TOTAL RECOVERIES     195,930      200,770      205,859     188,278      164,049       226,897        233,410        240,122         
                     -------      -------      -------     -------      -------     ---------      ---------      ---------         
TOTAL REVENUE        873,652      881,689      921,142     844,688      769,335     1,055,130      1,090,631      1,127,346         
                     -------      -------      -------     -------      -------     ---------      ---------      ---------         
ALTERATIONS                0            0            0           0      611,400             0              0              0         
COMMISSIONS                0            0            0           0       99,539             0              0              0         
                                                                     

<CAPTION>
                       FY 5        FY 6           FY 7         FY 8            FY9           FY 10        FY 11   
<S>                 <C>           <C>         <C>           <C>            <C>            <C>            <C>      
MINIMUM RENT          918,277     644,889     1,006,536     1,041,765      1,078,227      1,115,965      762,268  
                    ---------     -------     ---------     ---------      ---------      ---------      -------  
                                                                                                                  
REIMBURSABLES               0           0             0             0              0              0            0  
REIMBURSABLES         242,810     165,148       259,344       269,990        277,831        285,915      194,569  
                    ---------     -------     ---------     ---------      ---------      ---------      -------  
TOTAL RECOVERIES      242,810     165,148       259,344       269,990        277,831        285,915      194,569  
                    ---------     -------     ---------     ---------      ---------      ---------      -------  
TOTAL REVENUE       1,161,087     810,037     1,265,880     1,311,755      1,356,058      1,401,880      956,837  
                    ---------     -------     ---------     ---------      ---------      ---------      -------  
ALTERATIONS                 0     751,567             0             0                             0      892,626  
COMMISSIONS                 0     122,358             0             0                             0      145,323  
</TABLE>

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 3


REPORT TOTAL FOR SUN AND APPLIED MATERIALS BUILDIINGS

<TABLE>
<CAPTION>
                     FY97        FY98        FY99        FY 0        FY 1        FY 2        FY 3        FY 4        FY 5    
<S>                <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>       
MINIMUM RENT       1,805,242   1,808,439   1,843,603   1,689,970   1,640,370   2,244,574   2,323,133   2,404,443   2,488,599 
                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 

REIMBURSABLES        426,280     436,810     447,883     409,632     356,917     493,654     507,824     522,428     528,276 
                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL RECOVERIES     426,280     436,810     447,883     409,632     356,917     493,654     507,824     522,428     528,276 
                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
TOTAL REVENUE      2,231,522   2,245,249   2,291,486   2,099,602   1,997,287   2,738,228   2,830,957   2,926,871   3,016,875 
                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   --------- 
ALTERATIONS                0           0           0           0   1,330,208           0           0           0           0 
COMMISSIONS                0           0           0           0     269,758           0           0           0           0 

<CAPTION>
                       FY 6        FY 7        FY 8        FY 9        FY 10       FY 11    
<S>                  <C>         <C>         <C>         <C>         <C>         <C>        
MINIMUM RENT         1,747,696   2,727,787   2,823,260   2,922,075   3,024,347   2,065,802  
                     ---------   ---------   ---------   ---------   ---------   ---------  
                                                                                            
REIMBURSABLES          359,308     564,249     587,410     604,470     622,058     423,319  
                     ---------   ---------   ---------   ---------   ---------   ---------  
TOTAL RECOVERIES       359,308     564,249     587,410     604,470     622,058     423,319  
                     ---------   ---------   ---------   ---------   ---------   ---------  
TOTAL REVENUE        2,107,004   3,292,036   3,410,670   3,526,545   3,646,405   2,489,121  
                     ---------   ---------   ---------   ---------   ---------   ---------  
ALTERATIONS          1,635,166           0           0           0           0   1,942,065  
COMMISSIONS            331,600           0           0           0           0     393,837  
</TABLE>


                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>



                                            SUN AND APPLIED MATERIALS BUILDINGS
                                                 PROJECT DESIGNATOR: 1100

                                                  REVISION: 86/96 @ 15:58
                                               LEASE PRESENT VALUE ANALYSIS

                                                      FOR ALL TENANTS

1. SUITE 1100       SUN MICROSYSTEMS   OCCUPIES   125,280 SF
   BASE LEASE FROM 7/1995 TO 6/2000

<TABLE>
<CAPTION>
                            FY97            FY98           FY99            FY0        FY 1          FY 2           FY 3      
<S>                      <C>             <C>             <C>             <C>         <C>          <C>            <C>         
MINIMUM RENT                  9.00            9.00            9.00            8.25      8.26          11.31          11.70   
                         ---------       ---------       ---------       ---------   -------      ---------      ---------   

IN  + PERCENTAGE              9.00            9.00            9.00            8.25      8.26          11.31          11.70   

RECOVERIES                    1.84            1.88            1.93            1.77      1.54           2.13           2.19   
ALTERATIONS                                                                            (5.74)                                
COMMISSIONS                                                                            (1.36)                                
                         ---------       ---------       ---------       ---------   -------      ---------      ---------   
TOTAL REVENUE                10.84           10.88           10.93           10.02      2.71          13.43          13.89   

TOTAL-RENTABLE           1,357,873       1,363,558       1,369,543       1,254,915   338,922      1,683,099      1,740,328   
AVERAGE-RENTABLE             10.84           10.86           10.88           10.67      9.08           9.80          10.39   

<CAPTION>
                         FY 4          FY 5         FY 6         FY 7           FY 8          FY 9           FY 10       FY11    
<S>                    <C>           <C>           <C>         <C>            <C>           <C>           <C>           <C>      
MINIMUM RENT               12.11         12.53        8.80         13.74          14.22         14.72         15.23       10.40  
                       ---------     ---------     -------     ---------      ---------     ---------     ---------     -------  
                                                                                                                                 
IN  + PERCENTAGE           12.11         12.53        8.80         13.74          14.22         14.72         15.23       10.40  

RECOVERIES                  2.25          2.28        1.55          2.43           2.53          2.61          2.68        1.83  
ALTERATIONS                                          (7.05)                                                               (8.38) 
COMMISSIONS                                          (1.67)                                                               (1.98) 
                       ---------     ---------     -------     ---------      ---------     ---------     ---------     -------  
TOTAL REVENUE              14.36         14.81        1.63         16.17          16.75         17.33         17.92        1.87  
                                                                                                                                 
TOTAL-RENTABLE         1,799,526     1,855,791     204,129     2,026,154      2,098,910     2,170,483     2,244,524     234,329  
AVERAGE-RENTABLE           10.88         11.32       10.35         10.88          11.37         11.83         12.26       11.57  
</TABLE>


PRESENT VALUE ON 8/96 AT 12.000% - RENTABLE       $77.79 SF ($9,744,913)


2. SUITE 380        APPLIED MATERIALS   OCCUPIES  106,560 SF
   BASE LEASE FROM 1/1995 TO 6/2000

<TABLE>
<CAPTION>
                        FY97          FY98         FY99          FY0           FY 1       FY 2          FY3          FY 4      
<S>                      <C>           <C>           <C>           <C>          <C>          <C>           <C>          <C>    
MINIMUM RENT             6.36          6.39          6.72          6.16         5.68         7.77          8.04         8.33   
                      -------       -------       -------       -------       ------    ---------     ---------    ---------   

IN + PERCENTAGE          6.36          6.39          6.72          6.16         5.68         7.77          8.04         8.33   
RECOVERIES               1.84          1.88          1.93          1.77         1.54         2.13          2.19         2.25   
ALTERATIONS                                                                    (5.74)                                          
COMMISSIONS                                                                    (0.93)                                          
                      -------       -------       -------       -------       ------    ---------     ---------    ---------   
TOTAL REVENUE            8.20          8.27          8.65          7.93         0.55         9.90         10.23        10.58   

<CAPTION>
                       FY 5          FY 6         FY 7          FY 8         FY 9       FY 10        FY11    
<S>                      <C>          <C>           <C>          <C>          <C>         <C>         <C>    
MINIMUM RENT              8.62         6.05          9.45         9.78        10.12       10.47        7.15  
                     ---------      -------     ---------    ---------    ---------   ---------     -------  
                                                                                                             
IN + PERCENTAGE           8.62         6.05          9.45         9.78        10.12       10.47        7.15  
RECOVERIES                2.28         1.55          2.43         2.53         2.61        2.68        1.83  
ALTERATIONS                           (7.05)                                                          (8.38) 
COMMISSIONS                           (1.15)                                                          (1.36) 
                     ---------      -------     ---------    ---------    ---------   ---------     -------  
TOTAL REVENUE            10.90        (0.60)        11.88        12.31        12.73       13.16       (0.76) 
</TABLE>

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>



<TABLE>
<S>                      <C>           <C>           <C>           <C>           <C>       <C>           <C>          <C>        
TOTAL-RENTABLE           873,653       881,691       921,951       844,694       58,396    1,055,129     1,090,630    1,127,348  
AVERAGE RENTABLE            8.20          8.24          8.37          8.26         6.72         7.25          7.68         8.04  

<S>                   <C>            <C>         <C>          <C>          <C>         <C>           <C>     
TOTAL-RENTABLE        1,161,094      (63,889)    1,265,879    1,311,761    1,356,058   1,401,870     (81,118)
AVERAGE RENTABLE           8.36         7.46          7.86         8.23         8.58        8.91        8.26 
</TABLE>


PRESENT VALUE ON 8/96 AT 12.000% - RENTABLE:  $56.69 SF ($6,040,585)

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                          PAGE 2



REPORT TOTAL FOR SUN AND APPLIED MATERIALS BUILDINGS

<TABLE>
<CAPTION>
                            FY97            FY98           FY99           FY0            FY 1         FY 2           FY3       
<S>                      <C>             <C>             <C>            <C>            <C>          <C>            <C>         
MINIMUM RENT                  7.79            7.80            7.95           7.29         7.08           9.68          10.02   
                         ---------       ---------       ---------      ---------      -------      ---------      ---------   
IN  + PERCENTAGE              7.79            7.80            7.95           7.29         7.08           9.68          10.02   

RECOVERIES                    1.84            1.88            1.93           1.77         1.54           2.13           2.19   
ALTERATIONS                                                                              (5.74)                                
COMMISSIONS                                                                              (1.16)                                
                         ---------       ---------       ---------      ---------      -------      ---------      ---------   
TOTAL REVENUE                 9.63            9.68            9.88           9.06         1.71          11.81          12.21   

TOTAL-RENTABLE           2,231,526       2,245,249       2,291,494      2,099,609      397,318      2,738,228      2,830,958   
AVERAGE RENTABLE              9.63            9.65            9.73           9.56         7.99           8.63           9.14   

<CAPTION>
                          FY 4           FY 5          FY 6          FY 7           FY 8           FY 9           FY 10        FY11 
<S>                   <C>            <C>            <C>          <C>            <C>            <C>            <C>           <C>     
MINIMUM RENT              10.37          10.73         7.54          11.77          12.18          12.60          13.04        8.91 
                      ---------      ---------      -------      ---------      ---------      ---------      ---------     ------- 
IN  + PERCENTAGE          10.37          10.73         7.54          11.77          12.18          12.60          13.04        8.91 
                                                                                                                                    
RECOVERIES                 2.25           2.28         1.55           2.43           2.53           2.61           2.68        1.83 
ALTERATIONS                                           (7.05)                                                                  (8.38)
COMMISSIONS                                           (1.43)                                                                  (1.70)
                      ---------      ---------      -------      ---------      ---------      ---------      ---------     ------- 
TOTAL REVENUE             12.62          13.01         0.60          14.20          14.71          15.21          15.73        0.66 
                                                                                                                                    
TOTAL-RENTABLE        2,926,874      3,016,885      140,240      3,292,033      3,410,671      3,526,541      3,646,394     153,211 
AVERAGE RENTABLE           9.58           9.96         9.02           9.49           9.93          10.33          10.72       10.05 
</TABLE>




                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



Industrial Market

Business Parks, Other Industrial and Manufacturing

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                      Capitalization Rates                                           Internal                   
                        ---------------------------------------------------------                                               
                               Going-in                           Terminal                       Rate of Return                 
                        Low               High             Low              High              Low               High            
- --------------------------------------------------------------------------------------------------------------------

Class A Leased Asset
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>              <C>              <C>               <C>               <C>             
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                        9.5%              9.5%             10.0%            11.0%             12.0%             12.0%           
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                        9.0%              9.0%                                                12.0%             12.0%           
- --------------------------------------------------------------------------------------------------------------------
    Responses             4                4                 3                3                 4                 4             
    Average(%)          8.9%              9.4%              9.7%            10.7%             11.5%             11.5%           
- --------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset
- --------------------------------------------------------------------------------------------------------------------
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                       10.0              10.0%             10.5%            10.5%             12.0%             12.0%           
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                       10.0%             10.0%                                                12.0%             12.0%           
- --------------------------------------------------------------------------------------------------------------------
   Responses              4                4                 3                3                 4                 4             
   Average (%)          9.3%              9.8%              9.8%            10.8%             11.5%             11.5%           
- --------------------------------------------------------------------------------------------------------------------

Class A - Value Added
- --------------------------------------------------------------------------------------------------------------------
                       10.0%             11.0%             10.0%            11.0%             16.0%             20.0%           
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                       10.0%             10.0%             10.5%            10.5%             12.0%             12.0%           
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                       10.0%             10.0%                                                12.0%             12.0%           
- --------------------------------------------------------------------------------------------------------------------
   Responses              5                5                 4                4                 5                 5             
   Average (%)          9.4%             10.0%              9.9%            10.9%             12.4%             13.2%           
- --------------------------------------------------------------------------------------------------------------------

Class B - Value Added
- --------------------------------------------------------------------------------------------------------------------
                       10.0%             11.0%             10.0%            11.0%             16.0%             20.0%           
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                       10.5%             10.5%             11.0%            11.0%             12.0%             12.0%           
                        8.5%              9.5%              9.5%            11.0%             11.0%             11.0%           
                       10.5%             10.5%             10.5%                              12.0%             12.0%           
- --------------------------------------------------------------------------------------------------------------------
   Responses              5                5                 4                4                 5                 5             
   Average (%)          9.6%             10.2%             10.0%           11.0%             12.4%             13.2%           
- --------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------------------------------------------
Total Responses          18                18               14                14                18                18       
Weighted Average(%)     9.3%              9.8%               9.8%           10.8%             12.0%             12.4%
- --------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                Growth Rate                                    Typical Projection   
                        --------------------------------------------------------                                    
                               Income                            Expenses                        Period (Years)     
                        Low              High              Low              High              Low              High 
- --------------------------------------------------------------------------------------------------------------------

Class A Leased Asset                                                                                                
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>               <C>              <C>               <C>              <C>  
                        3.5%             4.0%              3.5%             4.0%             11.0              11.0 
                        3.0%             4.0%              3.0%             4.0%              7.0              10.0 
                        3.5%             4.0%              3.5%             4.0%             10.0              10.0 
                        3.0%             4.0%              3.0%             4.0%              7.0              10.0 
- --------------------------------------------------------------------------------------------------------------------
    Responses            4                 4                4                 4                4                 4  
    Average(%)          3.3%             4.0%              3.3%             4.0%              8.8              10.3 
- --------------------------------------------------------------------------------------------------------------------

Class B - Leased Asset                                                                                              
- --------------------------------------------------------------------------------------------------------------------
                        3.5%             4.0%              3.5%             4.0%             11.0              11.0 
                        3.0%             4.0%              3.0%             4.0%              7.0              10.0 
                        3.5%             4.0%              3.5%             4.0%             10.0              10.0 
                        3.0%             4.0%              3.0%             4.0%              7.0              10.0 
- --------------------------------------------------------------------------------------------------------------------
   Responses             4                 4                4                 4                4                4  
   Average (%)          3.3%             4.0%              3.3%             4.0%              8.8              10.3 
- --------------------------------------------------------------------------------------------------------------------

Class A - Value Added                                                                                               
- --------------------------------------------------------------------------------------------------------------------
                        4.0%             4.0%              3.0%             3.0%               5.0              5.0 
                        3.5%             4.0%              3.5%             4.0%              11.0             11.0 
                        3.0%             4.0%              3.0%             4.0%               7.0             10.0 
                        3.5%             4.0%              3.5%             4.0%              11.0             11.0 
                        3.0%             4.0%              3.0%             4.0%               7.0             10.0 
- --------------------------------------------------------------------------------------------------------------------
   Responses             5                 5                5                 5                5                5  
   Average (%)          3.4%             4.0%              3.2%             3.8%               8.2              9.4 
- --------------------------------------------------------------------------------------------------------------------

Class B - Value Added                                                                                               
- --------------------------------------------------------------------------------------------------------------------
                        4.0%             4.0%              3.0%             3.0%               5.0              5.0 
                        3.5%             4.0%              3.5%             4.0%              11.0             11.0 
                        3.0%             4.0%              3.0%             4.0%               7.0             10.0 
                        3.5%             4.0%              3.5%             4.0%              11.0             11.0 
                        3.0%             4.0%              3.0%             4.0%               7.0             10.0 
- --------------------------------------------------------------------------------------------------------------------
   Responses             5                 5                5                 5                5                 5  
   Average (%)          3.4%             4.0%              3.2%             3.8%               8.2              9.4 
- --------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------------------------------------------
Total Responses          18               18                18               18                18                18
Weight Average(%)       3.3%             4.0%              3.2%             3.9%              8.5%              9.8%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

"Leased  Asset"  refers  to  predominantly   "passive"   investments   involving
substantially leased Properties.

"Value Added" denotes  properties  which require more active  involvement due to
leasing issues and/or additional capital investment for physical issues.


                           -----------------------------------------------------
                                 Cushman & Wakefield Valuation Advisory Services
                                          National Investor Survey - Summer 1996


                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                   QUALIFICATIONS OF APPRAISER
================================================================================
                                                        Kenneth E. Matlin, MAI

Association Membership

     Member Appraisal institute (MAI No. 8397) Senior Residential Appraiser
     Senior Member, American Society of Real Estate Appraisers - Past President
       of San Jose Chapter
     Brokers License - State of California
     Certified - General, Certificate Number AG002022
     Kenneth E. Matlin has completed the requirements of the continuing
       education programs of the Appraisal Institute and the American
       Society of Appraisers

Real Estate Experience

     Director and Manager, Cushman & Wakefield Valuation Advisory Services, San
     Jose and San Francisco Divisions. San Jose and San Francisco Divisions are
     responsible for the appraisal and consulting function of Cushman &
     Wakefield of California, Inc., a national full service real estate
     organization.

     Regional Chief Appraiser, California First Bank, San Jose, California,
     between 1974 and 1983.

Education

     California State University of San Diego, California
     Bachelor of Science Degree - Major: Real Estate, Minor: Political
       Science (1973)

     American Institute of Real Estate Appraisers:

          No. 1-Al    - Real Estate Appraisal Principles (6-86)
          No. 1-A2    - Basic Valuation Procedures (3-87)
          No. 1-BA    - Capitalization Theory & Techniques, Part A (9-87)
          No. 1-BB    - Capitalization Theory & Techniques, Part B (9-87)
          No. 2-1     - Case Studies (3-87)
          No. 2-2     - Valuation Analysis and Reporting Writing (10-86)
          No. 2-3     - Standard of Professional Practice (6-86)
          No. 410     - USPAP
          No. 420     - Standards of Professional Practice (11-93)
          No. 510     - Advanced Capitalization Theory (7-93)

     Society of Real Estate Appraisers:

          No. 101     - Introduction to Appraising Real Property (8-76)
          No. 201     - Principles of Income Property Appraising (6-75)
          No. 202     - Case Problems (6-83)
          No. R-2     - Single Family Report Exam (2-77)



================================================================================

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                   Qualifications of Appraiser
================================================================================
                                                        Kenneth E. Matlin, MAI

Litigation Experience

     Qualified as expert witness Santa Clara County Superior Court
     Qualified as expert witness Alameda County Superior Court
     Qualified as expert witness Federal Bankruptcy Court



















================================================================================

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                   QUALIFICATIONS OF APPRAISER
================================================================================
                                                            George J. Geranios


Professional Affiliations

     Certified General Real Estate Appraiser, State of California (No. AGO11942)
     Candidate for the MAI designation with the Appraisal Institute of Northern
     California Chapter.

Real Estate Experience

     Appraiser, Cushman & Wakefield Valuation Advisory Services is responsible
     for the appraisal and consulting function of Cushman & Wakefield of
     California, Inc., a national full service real estate organization.

     Independent Real Estate Appraiser, David J. Morrison, MAI, SRA, Appraisals
     for a wide range of clients on all types of real estate primarily in the
     South Bay Area of Northern California, between 1991 and 1993.

     Leasing and sales specialist: R&D and office space in Silicon Valley.

     Evaluation of real estate market trends and conditions including analysis
     of negotiable terms, market surveys, site selection criteria, alternatives,
     and joint ventures, between 1983 and 1990.

     Hotel general manager, northeastern United States for Holiday Inn
     franchisee between 1971 and 1982.

Education

     Hellenic College, Holy Cross, Brookline, MA. Degree: Bachelor of Arts,
     Behavioral and Social Studies.

     Appraisal Institute:

          No. 1 A-2   - Basic Valuation Procedures
          No. 1 B-1   - Capitalization Theory & Techniques, Part A
          No. 1 B-2   - Capitalization Theory & Techniques, Part B
          No. A & B   - Standards of Professional Practice
          II540       - Report Writing and Valuation Analysis








================================================================================

                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                   Qualifications of Appraiser
================================================================================
                                                            George J. Geranios

Related Appraisal and Real Estate Courses

     Legal Aspects of Real Estate             Real Estate Office Administration
     Real Estate Practice                     Agency
     Real Estate Principles                   Ethics
     Real Estate Economics                    Law for California License
     Real Estate Appraisal                    Acquisition of Real Estate
     Real Estate Finance                      West Valley College - Appraisal II
     Single-Family Appraising:
          A Fundamental Approach

















================================================================================
                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                               =================================================
                               COMPLETE APPRAISAL
                               OF REAL PROPERTY

                               Swedesford Square
                               50-52 East Swedesford Road
                               East Whiteland Township
                               Chester County, Pennsylvania


                               =================================================

                               IN A SELF-CONTAINED REPORT
                               As of July 1, 1997

                               Prepared For:

                               Goldman Sachs Mortgage Company
                               85 Broad Street
                               New York, New York 10004


                               Prepared By:

                               Cushman & Wakefield of Pennsylvania, Inc.
                               Valuation Advisory Services
                               Two Logan Square - 20th Floor
                               Philadelphia, Pennsylvania 19103
<PAGE>

Cushman & Wakefield of Pennsylvania, Inc.                    CUSHMAN &
Two Logan Square                                             WAKEFIELD(R)
Philadelphia, PA 19103                               A ROCKEFELLER GROUP COMPANY
(215) 963-4000


July 1, 1997




Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:  Complete Appraisal of Real Property
     Swedesford Square
     50-52 East Swedesford Road
     East Whiteland Township
     Chester County, Pennsylvania

Dear Mr. Schechner

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our self-contained appraisal
report estimating the market value of the leased fee estate in the subject
property. The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield,
Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected by and the report was prepared by Paul R.
Sullivan, MAI under the supervision of John B. Rush, MAI.
<PAGE>

Mr. Sheridan Schechner
Goldman Sachs Mortgage Company       Page 2                         July 1, 1997


      Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of July 1, 1997, was:

                THIRTY FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($34,600,000)

      The Swedesford Square Complex includes two separate buildings on one
parcel more fully described within the body of this report. Individual cash flow
projections have been prepared on each building leading to a conclusion of value
on a building by building basis. The individual values are as follows:

     Building 1 - 50 East Swedesford Road                   $17,000,000
     Building 2 - 52 East Swedesford Road                   $17,600,000

      This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Pennsylvania, Inc.

/s/ Paul R. Sullivan
Paul R. Sullivan, MAI
State Certified Appraiser No. GA-000351-L


/s/ John B. Rush
John B. Rush, MAI
State Certified Appraiser No. GA-000331-L


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                      Swedesford Square

Location:                           50-52 East Swedesford Road
                                    East Whiteland Township,
                                    Chester County, Pennsylvania.

General Overview:                   This is modern two building complex built in
                                    1986 and 1988 on a 24-acre site. The
                                    buildings contain 240,817 rentable square
                                    feet of building area. The buildings, with
                                    structural steel frame and plate glass and
                                    pre-cast panels facade, are modern in
                                    appearance and functional in design. On the
                                    effective date of appraisal, occupancy stood
                                    at 100 percent.

Interest Appraised:                 Leased Fee

Date of Value:                      July 1, 1997

Date of Inspection:                 May 30,1997

Ownership:                          Chester County Industrial Development
                                    Authority on behalf of Bell Atlantic
                                    Properties

Highest and Best Use:               Continued office use

<TABLE>
<CAPTION>
Value Indicators                    50 East Swedesford Road      52 East Swedesford Road
<S>                                 <C>                          <C>
   Sales Comparison Approach:       $16,750,000                  $17,350,000
     Value Per Square Foot:         $152.55                      $132.43
   Indicated Value:                 $16,750,000                  $17,350,000

   Income Capitalization Approach
     Estimated Market Rental Rate:  $15.00/SF, Net               $20.50/SF, gross & elec.
     Stabilized Vacancy Rate:       2%                           3%
     Effective Gross Income:        $19.10/SF                    $17.97/SF
     Operating Expenses             $ 4.55/SF                    $ 5.57/SF
     Real Estate Taxes:             $ 1.18/SF                    $ 1.02/SF
     Net Operating Income:          $1,598,048                   $1,625,545
     Estimated Vacancy Between
       Tenants                      6 months                     6 months
     Free Rent:                     0 months                     0 months
     Probability of Renewal:        65%                          65%
     Tenant Improvement Allowance
       Shell Space:                 $25.00 per square foot       $25.00 per square foot
        New Tenants in Previously
          Occupied Space            $15.00 per square foot       $15.00 per square foot
        Renewal Tenants in
          Same Space:               $9.00 per square foot        $9.00 per square foot
     Estimated Market Rental 
        Growth Rate                 5%,4%,3.5%                   5%,4%,3.5%
     Estimated Expense Growth Rate: 3.5%                         3.5%
     Estimated Real Estate Tax 
        Growth Rate:                3.5%                         3.5%
     Reversion Year
       Capitalization Rate          10.5%                        10.5%
</TABLE>


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

    Transaction Costs in 
      Reversion Sale:               3%                           3%
    Discount Rate:                  11.25%                       11.50%
  Indicated Value:                  $17,000,000                  $17,600,000

Value Conclusion:                   $17,000,000                  $17,600,000
  Value Per Square Foot:            $154.83                      $134.33
  Implicit Capitalization Rate:     9.40%                        9.24%

Marketing Time:                     6 months                     6 months

Special Assumptions Affecting Valuation:

1.    Please refer to the complete list of assumptions and limiting conditions
      included at the end of this report.


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]

                             50 East Swedesford Road
                                  Looking South



                               [GRAPHIC OMITTED]

                             50 East Swedesford Road
                                Looking Northwest
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                            50 East Swedesford Road
                                  Facing North



                               [GRAPHIC OMITTED]

                             52 East Swedesford Road
                                  Looking South
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                             52 East Swedesford Road



                               [GRAPHIC OMITTED]

                             52 East Swedesford Road
<PAGE>

                                                 Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                  View Looking West Along East Swedesford Road



                               [GRAPHIC OMITTED]

                   View Facing East Along East Swedesford Road
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF SUBJECT PROPERTY .............................................  1
      INTRODUCTION ..........................................................  1
      Identification of Property ............................................  1
      Property Ownership and Recent History .................................  1
      Purpose, Function and Scope of the Appraisal ..........................  1
      Extent of the Appraisal Process .......................................  1
      Date of Value and Property Inspection .................................  2
      Property Rights Appraised .............................................  2
      Definitions of Value, Interest Appraised, and Other Pertinent Terms ...  2
      Legal Description .....................................................  3

REGIONAL ANALYSIS ...........................................................  4

MARKET ANALYSIS .............................................................  9

PROPERTY DESCRIPTION ........................................................ 16
      Site Description ...................................................... 16
      Improvements Description .............................................. 16

REAL PROPERTY TAXES AND ASSESSMENTS ......................................... 36

ZONING ...................................................................... 39

HIGHEST AND BEST USE ........................................................ 41

VALUATION PROCESS ........................................................... 43

SALES COMPARISON APPROACH ................................................... 45

INCOME CAPITALIZATION APPROACH .............................................. 53

RECONCILIATION AND FINAL VALUE ESTIMATE ..................................... 77

ASSUMPTIONS AND LIMITING CONDITIONS ......................................... 79

CERTIFICATION OF APPRAISAL .................................................. 82

ADDENDA ..................................................................... 83


                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      This is a two building office complex called Swedesford Square located in
the Great Valley Corporate Center in East Whiteland Township, Montgomery County,
Pennsylvania. The 50 East Swedesford Road building is a one and part two story
single tenant structure containing 109,800 square feet of rentable area. The 52
East Swedesford Road building is a three story, multi-tenant structure
containing 131,017 square feet of rentable area. The two buildings are connected
by an enclosed overhead walkway. Both buildings are situated on a 24 acre site.
The street addresses are 50 and 52 East Swedesford Road, East Whiteland
Township, Montgomery County, Pennsylvania.

      This is a modern two building complex built between 1986 and 1988 on a 24
acre site. The buildings contain 240,817 net rentable square feet. The buildings
are modern in appearance and functional in design. On the effective date of
appraisal, occupancy stood at 100 percent.

      For analysis purposes, we have allocated the total site area to the
improvements based upon the percentage of rentable area. Thus, a reasonable
allocation would be:

      50 East Swedesford Road              45.59%       10.9416 acres
      52 East Swedesford Road              54.41%       13.0584 acres
                                          -------       -------------
                                          100.00%       24.0000 acres

Property Ownership and Recent History

      The improvements were built between 1986 and 1988 by its current owner,
Bell Atlantic Properties, Inc. The site was acquired in January, 1987. No
transfers have occurred in the last three years. Both buildings are 100%
occupied. Rent rolls are included in the Addenda to the report.

Purpose and Intended Use of the Appraisal

      The purpose of this appraisal is to estimate the market value of the
leased fee estate on July 1, 1997. The appraisal is to be used to monitor the
performance of a portfolio asset.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      o     Inspected the exterior of the building and the site improvements and
            a representative sample of tenant spaces.

      o     Interviewed Mr. Christian L. Rodenhaver of the property management
            company, Atlantic American Properties.

      o     Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            manager.

      o     Reviewed a detailed history of income and expense and a budget
            forecast for 1997 including the budget for planned capital
            expenditures and repairs.

================================================================================


                                      -1-
                                                              CUSHMAN &
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<PAGE>

                                                                    Introduction
================================================================================

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files.

      o     Prepared an estimate of stabilized income and expense (for
            capitalization purposes).

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.)

      o     Prepared Sales Comparison and Income Capitalization Approaches to
            value.

Date of Value and Property Inspection

      The date of value is July 1, 1997. We inspected the property on May 30,
1997.

Property Rights Appraised

      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

================================================================================


                                      -2-
                                                              CUSHMAN &
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                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market". Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

            Our analysis of comparable sales indicates that an Exposure Time of
      between 6 and 12 months was typical for facilities like the subject.
      Therefore, based upon our analysis of comparable sales in conjunction with
      the physical, locational and economic characteristics of the subject
      property, it is our opinion that an Exposure Time of approximately six
      months would be typical prior to our market value conclusion as of the
      date of valuation.

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

      Leased Fee Estate

      An ownership interest held by a landlord with the right of use and
      occupancy conveyed by lease to others; usually consists of the right to
      receive rent and the right to repossession at the termination of the
      lease.

      Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

Legal Description

      The property is legally identified by the Chester County Assessor's
Office, as Lot 260.4 contained within Block 42-4 East Whiteland Township,
Pennsylvania. We have not been provided with the metes and bounds legal
description of this site, therefore, none is exhibited.

================================================================================


                                      -3-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

Philadelphia Metropolitan Area

      The subject property is located in the northwest quadrant of the
Philadelphia Metropolitan Area in Chester County, Pennsylvania. The Philadelphia
Metropolitan Area, itself, encompasses over 3,500 square miles through the
counties immediately surrounding the city in both Pennsylvania and New Jersey.
The greater metropolitan area is actually part of a larger economic and
geographic entity known as the Delaware Valley, which extends from Trenton, New
Jersey at the north to Wilmington, Delaware at the south. The Delaware Valley is
a closely integrated market which pervades the many political subdivisions
incorporated in it.

Population

      According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
about five million represents a .4 percent increase over that counted in 1990.
The statistics indicated population growth in the suburban counties surrounding
Philadelphia, with a decline in the city itself. The current population of
Chester County is reported to be about 403,800, an increase of approximately 7.3
percent since 1990. These statistics are significant in that demographers
believe population growth is directly tied to employment growth.

================================================================================
                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (In Thousands)
================================================================================
                                                       %                   %
        County                    1980      1990     Change     1996     Change
- --------------------------------------------------------------------------------
Bucks                             483.8     541.2    +11.9%     576.1     +6.4%
- --------------------------------------------------------------------------------
Chester                           320.1     376.4    +17.6%     403.8     +7.3%
- --------------------------------------------------------------------------------
Delaware                          552.2     547.7     -0.8%     547.2      -.1%
- --------------------------------------------------------------------------------
Montgomery                        644.6     678.1     +5.2%     707.0     +4.3%
- --------------------------------------------------------------------------------
Philadelphia                    1,668.2   1,585.6     -5.0%   1,503.0     -5.2%
- --------------------------------------------------------------------------------
Burlington                        366.0     395.1     +8.0%     402.4     +1.8%
- --------------------------------------------------------------------------------
Camden                            472.8     502.8     +6.4%     505.5      +.5%
- --------------------------------------------------------------------------------
Gloucester                        202.1     230.1    +13.9%     245.2     +6.6%
- --------------------------------------------------------------------------------
Salem                              65.0      65.3     +0.5%      64.1     -1.8%
================================================================================
Total Metropolitan Area         4,774.8   4,922.3     +3.1%   4,954.3     +0.7%
================================================================================
Source: U.S. Census Bureau
================================================================================

Employment

      The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 35 percent of the region's 2.2 +/-
million in the wage and salary workforce is now employed in the service
industries, as contrasted with the approximate 14 percent employed in
manufacturing. Furthermore, another 23 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.

================================================================================


                                      -4-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>
=============================================================================================
                                Philadelphia Metropolitan Area
                                January Employment Statistics
                                        (In Thousands)
=============================================================================================
Industry Classification                       1990       1995      Change     1997     Change
=============================================================================================
<S>                                           <C>        <C>        <C>       <C>        <C> 
Manufacturing                                 358.6      311.8      -2.6%     305.6     -2.0%
Construction & Mining                          95.4       73.9      +6.0%      73.2     -1.0%
Transportation, Communication & Utilities      99.0      104.5      +3.3%     104.7     +1.9%
Wholesale & Retail Trades                     508.0      482.8      -2.3%     494.6     +2.4%
Finance, Insurance & Real Estate              167.6      155.1      -1.3%     154.2     -0.6%
Services                                      659.1      717.5      +4.3%     765.4     +6.7%
Government                                    308.4      303.3      +0.6%     298.7     -1.5%
                                            -------------------------------------------------
Total Wage & Salary Employment              2,196.1    2,148.9      +0.8%   2,196.4     +2.2%
                                            =================================================
Total Civilian Labor Force                  2,409.0    2,397.6      -0.9%   2,450.3     +2.2%
                                            =================================================
Unemployment                                  114.1      143.5                123.3
Unemployment Rate                               4.7%       6.0%                 5.0%
=============================================================================================
Source: Pennsylvania Department of Labor and Industry
=============================================================================================
</TABLE>

      According to statistics prepared by the Pennsylvania Department of
Industry and Labor, wage and salary employment in the Philadelphia Metropolitan
Area increased by 47,500 jobs or 2.2 percent between 1995 and 1997.
Additionally, the total civilian labor force which includes wage and salary
employment plus those who are self-employed increased by 52,700 workers. As can
be seen, a vast majority of this growth in employment is in the service
industries and the wholesale and retail trades. The continued growth in the
service industries as well as the relative stability in the finance, insurance
and real estate classification is significant to real property like the subject
as it is from these groups that the occupants of office space come.

      The state Department of Industry and Labor reports that, within the
service industries, business services, particularly temporary help agencies and
accounting firms, led this employment classification with a growth of 27,900
jobs created since 1992. Second place goes to medical services with 12,600 new
jobs created in the Philadelphia Metropolitan Area over the past four years.
Private sector education was third growing by 19,900 jobs. A listing of the ten
largest employers in Chester County alone bears out these statistics.

================================================================================


                                       -5-
                                                              CUSHMAN &
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<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                          Largest Non-Public Employers
                                 Chester County
================================================================================
         Employer              Local Employees        Product or Service
================================================================================
Vanguard Group of Investment        3,389       Mutual Fund Company
- --------------------------------------------------------------------------------
Shared Medical Systems Corp.        2,675       Heath Care Information Services
- --------------------------------------------------------------------------------
Lukens, Inc.                        1,884       Steel Manufacturer
- --------------------------------------------------------------------------------
Unisys Corp.                        1,650       Information Services
- --------------------------------------------------------------------------------
QVC, Inc.                           1,635       Cable Shopping Channel
- --------------------------------------------------------------------------------
PECO Energy, Inc.                   1,500       Electric and Natural Gas Utility
- --------------------------------------------------------------------------------
Wyeth-Ayerst Laboratories, Inc.     1,400       Research Center
- --------------------------------------------------------------------------------
National Liberty Corp.              1,112       Insurance
- --------------------------------------------------------------------------------
Devereux                            1,015       Human Services Organization
- --------------------------------------------------------------------------------
Roy F. Weston, Inc.                   917       Environmental Engineering
================================================================================
Source: Philadelphia Business Journal       
================================================================================

      According to the Pennsylvania Department of Labor and Industry, the March,
1997 unemployment rate in the nine county Philadelphia Metropolitan Area was 4.9
percent as compared to 5.1 percent for the Commonwealth of Pennsylvania and 5.2
percent for the U.S. as a whole.

Income

      The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$44,815. Throughout the region, it is estimated that 11.4 percent of the 1.8
million households have an effective buying income under $20,000 annually. For
the entire metropolitan area, 43.9 percent of households have yearly EBI in
excess of $50,000. Chester County has the highest current median household
income level in the Metropolitan Area at $56,581 per dwelling unit.

================================================================================


                                      -6-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                                Income Statistics
                         Philadelphia Metropolitan Area
================================================================================
                                            Effective       
                                           Buying Income       Median Household
County                  Households        (In Thousands)             EBI
================================================================================
Bucks                     201,200          $12,262,322          $    53,117
- --------------------------------------------------------------------------------
Chester                   141,500            9,721,125               56,581
- --------------------------------------------------------------------------------
Delaware                  202,700           11,060,641               45,752
- --------------------------------------------------------------------------------
Montgomery                267,400           18,535,055               54,711
- --------------------------------------------------------------------------------
Philadelphia              577,300           22,803,611               31,682
- --------------------------------------------------------------------------------
Burlington                139,900            7,995,281               49,379
- --------------------------------------------------------------------------------
Camden                    179,200            9,980,971               47,387
- --------------------------------------------------------------------------------
Gloucester                 83,100            4,672,913               51,405
- --------------------------------------------------------------------------------
Salem                      23,700            1,195,590               45,095
================================================================================
Total                   1,816,000          $98,227,509          $    44,815
================================================================================
Source: Sales & Marketing Management    
================================================================================

Retail Sales

      Retail sales in the Philadelphia Metropolitan Area are currently estimated
to approach $44.3 billion annually. The Philadelphia area ranked fourth
nationally behind Chicago, Los Angeles, New York and Washington, D.C. in total
retail sales for 1995, the last year for which statistics are currently
available. Retail sales in this metropolitan area have increased at a compound
annual rate of 4.2 percent since 1990. Within Chester County, annual retail
sales for 1995 were estimated to be about $4.5 billion, which were .3 percent
lower than the previous year sales. Since 1990, retail sales in Chester County
have been erratic but have increased overall at a compound annual rate of 11.8
percent.

================================================================================
                                  Retail Sales
                Philadelphia Metropolitan Area and Chester County
                                 (In Thousands)
================================================================================
                      Metropolitan                         Chester 
      Year            Philadelphia        % Change         County       % Change
================================================================================
      1990            $36,033,312            --          $2,597,255         --
- --------------------------------------------------------------------------------
      1991            $35,120,446           -2.5%        $2,546,075        -2.0%
- --------------------------------------------------------------------------------
      1992            $39,811,716          +12.2%        $2,968,355       +16.6%
- --------------------------------------------------------------------------------
      1993            $40,858,286           +2.6%        $3,222,112        +8.6%
- --------------------------------------------------------------------------------
      1994            $43,480,561           +6.4%        $4,548,764       +41.2%
- --------------------------------------------------------------------------------
      1995            $44,309,612           +1.9%        $4,534,705         -.3%
- --------------------------------------------------------------------------------
Compound Annual Change                      +4.2%                         +11.8%
================================================================================
Source: Sales & Marketing Management 1990-1996                      
================================================================================

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                                      -7-
                                                              CUSHMAN &
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                                                               Regional Analysis
================================================================================

Linkages

      The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

      Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

      The central core of this metropolitan area, the City of Philadelphia,
continues to experience a fiscal crisis precipitated by a diminishing tax base
and the increased need for new and costly municipal services. However, the
current administration and council are now cooperating to promote fiscal
responsibility which has created the city's first operating surplus in years. On
the other hand, the surrounding suburban counties have been the focus of the
region's population and job growth over the last decade. This trend is expected
to continue into the next century.

      Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that the
opportunities for low cost start-up companies are less. Fortunately, the
patchwork of existing small to mid-sized companies in the Philadelphia
Metropolitan Area should protect this region from the severe economic shocks
seen in many single industry towns.

      Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate market is advancing
steadily toward equilibrium in most sectors. It is our conclusion that the long
term trends of the region should eventually exert positive influences on the
values of well located and well designed real property.

================================================================================


                                      -8-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 MARKET ANALYSIS
================================================================================

General Overview

      Office buildings, as an asset class, are attracting renewed interest from
investors in the current market. Many believe suburban office buildings offer
the greatest upside potential among the various property types. In many markets
now, vacancy rates have declined among the best quality suburban office
buildings while rental rates have begun to appreciate for the first time this
decade in response to that shift in demand. Prices for Class A office complexes
have thus increased over the past twelve months as buyers seek to profit from
this shift in the market.

      The office employment which is occurring now comes from small and
mid-sized technologically sophisticated firms. These, more than most, seek
suburban locations which are close to their employees. By moving closer to their
employees, commuting time is less which, some say, creates a more productive
workforce. Frequently, occupancy costs are lower in the suburbs than in the
urban core which translates back into corporate profitability. The subject
property benefits from such trends, particularly due to its location in the
western suburbs of Philadelphia.

      The lack of new construction is also viewed as a positive in the office
market. Though firms are leasing less space per employee than ever before,
office building owners now have a stronger negotiating position as demand begins
to outpace supply. Still, in most communities, there is plenty of land available
for new competition.

      The subject property shares in these macro-market observations and trends.
More importantly, the subject competes in its own micro-market for tenants,
users and ultimately, investment returns. The following points highlight
conditions in the local marketplace.

Market Supply

      The subject property competes for tenants in the King of Prussia/Valley
Forge/Route 202 Corridor which extends from King of Prussia at the north to West
Chester at the south. At the end of the first quarter - 1997, there were
approximately 9.5 million square of commercial office space along the Route 202
Corridor competing for tenants. Of this total, about 7 million square feet are
Class A office space like the subject.

================================================================================
                             Office Market Overview
                 King of Prussia/Valley Forge/Route 202 Corridor
                                 March 31, 1997
================================================================================
Class of Space       Total Inventory       Total Area Available     Vacancy Rate
- --------------------------------------------------------------------------------
       A              6,952,466 SF               216,850 SF              3.1%
       B              2,521,471 SF               624,327 SF             24.8%
                     -----------------------------------------------------------
Total Inventory       9,473,937 SF               841,177 SF              8.9%
================================================================================
                     
      As of March 31, 1997, total vacancy in this marketplace was reported to be
8.9 percent. This is down 110 basis points from December 31, 1996 and
considerably less than the peak 20.3 percent reported at year-end 1993. The
latest figures report vacancy in the Class A segment of the Route 202 Corridor
market to be only 6.2 percent.

================================================================================


                                      -9-
                                                              CUSHMAN &
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<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                             Historic Vacancy Rates
                 King of Prussia/Valley Forge/Route 202 Corridor
================================================================================
Period Ending         Total Availabilities     Vacancy Rate     New Construction
- --------------------------------------------------------------------------------
   March, 1997              841,177 SF             8.9%            44,000 SF
December, 1996              927,942 SF            10.0%               -0-
December, 1995            1,642,682 SF            17.7%               -0-
December, 1994            1,892,331 SF            20.3%               -0-
December, 1993            1,497,602 SF            17.7%               -0-
December, 1992            1,460,417 SF            17.4%           134,672 SF
================================================================================

      Within the commercial office market, some space must be maintained at all
times to accommodate the constant shifting of tenants. A shortage in available
inventory is indicated in the market when there is a discernible lack of prime
contiguous office space for larger users. Under these conditions, new
construction is stimulated. At present, there are limited blocks of contiguous
space within this market place. However, Trammel Crow has proposed developing a
186,000+/- square foot office complex at the intersection of Routes 202 and 401.
Additionally, Liberty property Trust is now completely renovating a 65,000+/-
square foot building at 500 Swedesford Road in the Wayne section of Chester
County. Finally, the Terramics Property Company is now constructing a 44,000+/-
square foot build-to-suit office building for Unisource in the Berwyn area.
Thus, the market is stirring toward additional inventory now that the overall
vacancy rate has declined into single digits.

      The northern section of the King of Prussia/Valley Forge/Route 202
Corridor is substantially developed, but the southern end of the corridor still
offers substantial land available for future development. However, financing
requirements continue to be stringent which will curtail rampant, speculative
development. Without a financially responsible lead tenant or user, construction
and permanent financing is difficult to obtain at this time.

Market Demand

      Market demand for office space is primarily measured by absorption
statistics. Demand for office space along the King of Prussia/Valley Forge/Route
202 Corridor marketplace has historically come from the movement of users
outward from the City of Philadelphia and from the formation of new high
tech/service oriented businesses. From an overall market perspective, absorption
statistics are highly indicative of long term growth or decline. Among the
various properties which compete for tenants, leasing activity serves as an
indication of movement around a specific marketplace.

      Where absorption is the net change in occupied space over a period of
time, leasing is the sum of all completed transactions in a given time period.
Leasing statistics are an important consideration in an office market analysis
as they can show the amount of continued interest in a specific marketplace and
product type. Typically, new construction benefits in a market with strong
leasing statistics as tenants "trade-up" to the latest buildings from older
complexes.

================================================================================


                                      -10-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                   Historic Absorption and Leasing Statistics
                 King of Prussia/Valley Forge/Route 202 Corridor
================================================================================
Period Ending                    Absorption                     Leasing
- --------------------------------------------------------------------------------
   March, 1997                   161,007 SF                    215,579 SF
December, 1996                   559,475 SF                    981,408 SF
December, 1995                   286,516 SF                  1,331,875 SF
December, 1994                  -219,546 SF                    846,454 SF
December, 1993                    53,668 SF                    926,116 SF
December, 1992                    -2,684 SF                    993,714 SF
================================================================================

      During the first quarter of 1997, absorption in this marketplace was a
positive 161,000+/- square feet. This is on top of the 559,000 absorbed during
1996 and is indicative of the renewed demand for office space in this market.
Leasing statistics during the first quarter of 1997 were also favorable and have
been for many years.

      Office occupancies are now being affected by American business' need to
compete globally and an application of new technologies to the way white collar
employment is conducted. In order to compete, many corporations are downsizing
their operations, forcing fewer employees to do more in less space. Also,
technologies like portable phone systems and voice mail enable many to work for
extended periods outside their base of operations. Many of these new jobs are
frequently held by workers who can perform their services from home offices,
clients' offices or under "hoteling" arrangements.

      Given current market dynamics, it becomes apparent that new office space
will be needed in the near term. This, of course, bodes well for current
investors with the patience and wherewithal to wait for that expected turn of
events. With anticipated demand, it would appear that upside potential exists in
well located and functionally designed office properties. We note, however, that
discipline will need to continue among financiers of such projects or a return
to the economic bust of the late Eighties will result.

Rental Rates

      The average face rental rate for Class A office space in the King of
Prussia/Valley Forge/Route 202 Corridor marketplace at the end of 1996 was
$21.75 per square foot of rentable building area on a full service basis. This
represents almost a 7 percent increase over that reported at year-end 1995 and
can be traced part way to a 770 basis point decline in the overall market
vacancy rate. Class B space typically rents at a 15 to 20 percent discount from
that achieved in the Class A segment of the market.

================================================================================


                                      -11-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

================================================================================
                    Average Historic Face Office Rental Rates
                 King of Prussia/Valley Forge/Route 202 Corridor
                               Full Service Basis
================================================================================
       Date      Class A Rent    Change   Class B Rent   Change    CPI    Change
- --------------------------------------------------------------------------------
   March, 1997    $21.82/SF      +0.32%    $17.50/SF     +0.86%   166.1   +1.10%
December, 1996    $21.75/SF      +6.98%    $17.35/SF    +10.44%   164.3   +3.39%
December, 1995    $20.33/SF      -3.05%    $15.71/SF     +6.15%   159.1   +2.38%
December, 1994    $20.97/SF      +2.84%    $14.80/SF     -8.02%   155.4   +2.71%
December, 1993    $20.39/SF      +5.43%    $16.09/SF     +5.44%   151.3   +2.58%
December, 1992    $19.34/SF      -0.82%    $15.26/SF     -4.33%   147.5   +2.15%
================================================================================

      A tight Class A office market will precipitate new construction. In order
to economically justify construction, users must first be willing to pay higher
rents than are now being achieved in the competitive open market. Rents are
moving in a positive direction in response to demand outpacing supply which
bodes well for well designed and well maintained real property in both classes
of office space.

Concessions

      Rent abatement had been a standard inducement to tenants during the late
Eighties and very early Nineties, but are now not frequently being granted. In
order to win new tenants, landlords had been paying for tenant requested office
finishes well over the standard work letter. In some instances, landlords were
also paying the tenants' moving charges, assuming the rental payments on the
tenants' existing leases, and even making cash bonus payments to the tenants in
order to entice them to a new project. Most of these types of concessions have
ceased though as capital for such items has all but effectively been removed
from the current market. While there are still instances of free rent being
quoted, the current trend is definitely toward effective rents.

Tenant Improvements Costs

      In the leasing of brand new professional office space, a building standard
for interior finishes is established. Should a particular tenant desire interior
office finishes which exceed the established building standard, then that tenant
must reimburse the landlord for constructing them. The standard work letter for
brand new first generation office space in suburban Philadelphia is
approximately $20.00 per square foot of rentable area. The cost for tenant
requested interior office finishes which exceed these standards are generally
borne by the lessee. In relet, second generation space, however, the cost of
tenant alterations is considerably less as many materials can be recycled.

      The trend of the current marketplace, particularly in second generation
space, has been to work with what is in place. From ownership's perspective,
cash for tenant improvements is scarce so that avoiding demolition and
reconstruction costs is important. We are informed that tenants are also less
demanding in their space improvements needs in order to secure a more favorable
rental rate in these competitive times for American business.

================================================================================


                                      -12-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
===============================================================================================================================
                                                        Direct Competition
                                                         King of Prussia/
                                                        Valley Forge Area
===============================================================================================================================
  Complex                                 Age         Rentable Area    Area Available  Vacancy Rate        Asking Rent
===============================================================================================================================
<S>                                      <C>           <C>                     <C>         <C>          <C>                    
Westlakes 
  l000 Westlakes Drive                   1989          61,500 SF         1,100 SF          1.2%         $21.50-22.50/SF
                                                                                                         + Electricity
Glenhardie Corporate Center                                                                            
  1255 Drummers Lane                     1985          64,000 SF        40,000 SF         62.5%         $23.00/SF + Electricity
  1265 Drummers Lane                     1984          65,000 SF         2,784 SF          4.3%         $21.00/SF + Electricity
  1275 Drummers Lane                     1979          64,000 SF         2,200 SF          3.4%         $21.00/SF + Electricity
  1285 Drummers Lane                     1983          65,000 SF            - 0 -          0.0%         $21.00/SF + Electricity
                                                                                                       
Bay Colony Executive Park                                                                              
  565 East Swedesford Road               1985          59,000 SF         9,884 SF         16.8%         $23.00/SF + Electricity
  575 East Swedesford Road               1985          69,000 SF            - 0 -          0.0%         $19.75/SF + Electricity
  595 East Swedesford Road               1987          81,890 SF            - 0 -          0.0%         $19.75/SF + Electricity
                                                                                                       
Valley Forge South                                                                                     
  440 Swedesford Road                    1979          71,575 SF         6,200 SF          8.7%         $18.75/SF + Electricity
  460 Swedesford Road                    1979          71,575 SF            - 0 -          0.0%         $18.75/SF + Electricity
                                                                                                       
Great Valley Corporate Center                                                                          
  20 Valley Stream Parkway               1988          58,772 SF         1,585 SF          2.7%         $21.00/SF + Electricity
  30 Valley Stream Parkway               1985          20,554 SF              -0-          0.0%         $16.50/SF + Electricity
                                                                                                       
Chesterorook Corporate Center                                                                          
  965 Chesterbrook Boulevard             1988         120,000 SF              -0-          0.0%         $22.00/SF + Electricity
  1200 Morris Drive                      1980         115,000 SF              -0-          0.0%         $24.00/SF + Electricity
  1300 Morris Drive                      1980          87,500 SF              -0-          0.0%         $21.50/SF + Electricity
  1400 Morris Drive                      1980          90,000 SF         1,500 SF          1.7%         $23.00/SF + Electricity
  701 Lee Road                           1985          78,600 SF              -0-          0.0%         $21.50/SF + Electricity
  300 Chesterfield Parkway               1989          27,260 SF              -0-          0.0%         $20.25/SF + Electricity
  400 Chesterfield Parkway               1989          23,128 SF              -0-          0.0%         $19.75/SF + Electricity
  500 Chesterlield Parkway               1989          30,815 SF              -0-          0.0%         $18.95/SF + Electricity
- -----------------------------------------------------------------------------------------------------------------------------------
Total Competition                                   1,324,169 SF        65,253 SF          4.9%
====================================================================================================================================
</TABLE>
<PAGE>

                                                                 Market Analysis
================================================================================

      In general terms, a simple re-painting and re-carpeting and cleaning of
ceiling tiles can cost from $5.00 to $8.00 per square foot of rentable area.
When some demolition and reconstruction is necessary, tenant improvement costs
easily escalate to the $10.00 to $15.00 per square foot range. A complete
demolition and reconstruction of a major tenant area or full floor will cost
from $18.00 to $25.00 per square foot in the current market. The amortization of
these costs over the term of the lease is expensive and will lower ownership's
return.

Leasing Commissions

      The standard market practice for leasing commissions at office space in
suburban Philadelphia is six percent of the first year's negotiated rent, five
percent of the second, four percent of the third, three percent of each
subsequent year's gross rent - all payable at initial occupancy. On a weighted
average basis for a five year lease, commissions would amount to 4.2 percent of
the aggregate rent negotiated; that for a ten year lease becomes 3.6 percent.
For a renewal, half those amounts is customary but open to negotiation between
ownership and the brokerage community. In any event, the cost of leasing
commissions is an expense to ownership beyond the general operations of the real
estate.

Direct Competition

      On the opposing page is a listing of properties which we feel are direct
competition to the subject property. As can be seen from the foregoing summary,
there are approximately 1.3 million square feet of office space among these
direct competitors. This competition is exhibiting a vacancy rate of 4.9 which
is below the overall market.

The Subject's Competitive Position

      The subject property lies at the southern end of the King of
Prussia/Valley Forge/Route 202 Corridor. The northern end is considered
superior to the southern end being closer to King of Prussia where a majority of
development evolved over the past three decades. As population expands outward,
the southern end is becoming more attractive to users of office space. It
remains, though, secondary in the overall market. The subject property is
located within the Great Valley Corporate Center in East Whiteland Township,
Chester County, Pennsylvania.

      This area is regarded as one of the premier industrial and office
locations within the greater Philadelphia area. The Route 202 Corridor, which
extends from West Chester in the southwestern suburbs to Horsham Township in the
northwest suburbs, has experienced rapid industrial and office development. King
of Prussia is approximately at the midpoint of the corridor and has generally
been the focus of most of the development.

      The area's rapid growth is due in part to the highly accessible road
network serving the neighborhood. This includes the Pennsylvania Turnpike,
1-76/276, Schuylkill Expressway, 1-76, US Route 202 (DeKalb Pike) and US Route
422, the Pottstown Expressway, all of which converge in King of Prussia.
Additionally, there is an extensive branch of secondary roads which facilitate
movement in the area.

================================================================================


                                      -13-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                 Market Analysis
================================================================================

Conclusions

      The overall marketplace of the subject is exhibiting a vacancy rate of 8.9
percent. Absorption and leasing remain strong in this market leading rental
rates to increase at a pace which is greater than inflation in the general
economy. New construction is contemplated, but is held in check by stringent
financing policies. Still, with rental rates on the rise, the costs associated
with new development become more economic.

      The southern end of the King of Prussia/Valley Forge/Route 202 Corridor
will be the focus of much of this new development as that is where the most land
exists for construction. Suburban areas are expected to be the focus of job
creation well into the next century. However, while forecasts call for an
expansion in office type employment, the absolute amount of that will be less
than previously experienced in the boom years of the Eighties.

      The subject is positioned in a successful business campus which is
dominated by high-tech, owner users of real property. It affords a functional
design which is conducive primarily to multi-tenant occupancy. With competent
ownership, efficient management and aggressive promotion, we believe the subject
property will favorably compete in this market.

Exposure Time

      Exposure Time is defined as the estimated length of time the property
interest being appraised would have been offered on the market prior to the
hypothetical consummation of a sale at the estimated market value on the
effective date of the appraisal. It is a retrospective estimate based upon an
analysis of past events assuming a competitive and open market. Thus, Exposure
Time is presumed to precede the effective date of the appraisal.

      Our analysis of comparable sales indicates that an Exposure Time of
between 6 and 9 months was typical for office facilities. Therefore, based upon
our analysis of comparable sales in conjunction with the physical, locational
and economic characteristics of the subject property, it is our opinion that an
Exposure Time of approximately 6 months would be typical prior to our market
value conclusion as of the date of valuation.

================================================================================


                                      -14-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

The Subject Property

      The subject property consists of a single parcel of real estate improved
with two buildings. As indicated on the Tax Map in the Addenda, the site is
designated at Block 42-4, Lot 260.4. The following is more detailed description
of the subject property:

Site Description

      The subject is irregular in shape with 945.3' of frontage along East
Swedesford Road, 1,555' of frontage along the Liberty Boulevard Exit of Route
202 and about 463' of frontage along Route 202 and contains 24 acres. The land
is reasonable level and at street grade and slopes downward to Route 202. We did
not receive nor review a soil report. However, we assume that the soil's
load-bearing capacity is sufficient to support all existing structures. The
sites' drainage appears to be adequate.

      We were not given a title report to review. We do not know of any other
easements, encroachments or restrictions, other than normal utility easements
that would adversely affect the sites' uses. However, we recommend a title
search to determine whether any adverse conditions exist.

      We were not given a Wetlands survey to review either. If subsequent
engineering data reveal the presence of regulated wetlands areas, it could
materially affect property value. We recommend a wetlands survey by a competent
engineering firm.

      According to Community Panel #420279-0005A, National Flood Insurance Rate
Map, effective April 8, 1983, the subject property is in an area outside the
100 year flood plain.

      No evidence of toxic or hazardous substances were observed during our
inspection of the sites. However, we are not trained to perform technical
environmental inspections. A professional study is recommended for final
determination of any presence of toxic substances.

      Overall, the site is typical of business campus development in the area,
functionally adequate and well suited for that use.

Descriptions of Improvements

      The 50 East Swedesford building consists of a one and part two story
single tenant office building containing 109,800 square feet of rentable area.
Construction consists of concrete foundation, steel frame, pre-cast concrete
panels and glass exterior walls, roof top mounted package units for heating and
air conditioning, fully sprinklered and rubber membrane roof.

      Layout includes a large number of classrooms for training, general and
private offices, support areas and washrooms. Interior finishes include carpeted
floors, fabric covered and painted walls and acoustical ceilings with recessed
lighting fixtures.

================================================================================


                                      -15-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

      The 52 East Swedesford building consists of a three story, multi-tenant
office building containing 131,017 square feet of rentable area. Construction
consists of concrete foundations, steel frame, pre-cast concrete panels, and
glass exterior walls, twelve heat pump units with nine air handlers, fully
sprinklered, passenger elevator and rubber membrane roof.

      Layout includes central lobby, washroom, and various office suites.
Finishes include carpeted floors, fabric and painted walls and acoustical tile
ceilings with recessed fluorescent lighting. The reader will note that we have
not made, nor are we qualified by training to make, a compliance survey of the
properties with the American with Disabilities Act (ADA). Since we have not been
provided with the results of a professional survey, we did not consider possible
non-compliance with the requirements of ADA in estimating the value of the real
estate.

      Additionally, we are not aware of any potentially hazardous materials
which may have been used in the construction of the improvements to the subject
site. Again, we are not qualified to detect such materials and urge the client
to employ an expert in the field to determine if any exist. Finally, no personal
property is included in our analysis of the subject property.

================================================================================


                                      -16-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of Chester County,
Pennsylvania. Taxes are levied against all real property in this locale for the
purpose of providing funding for the various municipalities. The amount of ad
valorem taxes is determined by the current assessed value for the real property,
in conjunction with the total combined tax rates of the taxing jurisdiction. In
an effort to project the future tax liability for the subject's real and
personal property, we have reviewed both the present and historical tax rates
combined with a forecast of the assessments.

Tax Rates

      The following is a chart displaying the eleven year trend in tax rates
levied by the above noted taxing jurisdictions:

================================================================================
                      Tax Rates Per $100 of Assessed Value
================================================================================
Taxing Authority         1987 Tax Rate       1992 Tax Rate       1997 Tax Rate
- --------------------------------------------------------------------------------
Chester County              $14.000             $19.130             $21.715
================================================================================

      As the preceding chart indicates, the tax rates affecting the subject
property have increased by approximately 5 percent per year over the past eleven
years. Since 1992, the tax rates have increases 2.7 percent annually. Typically,
over the long term, tax rates will mirror inflationary trends, with average
compound growth rates of 3.0 to 4.0 percent.

      Tax rates increase or decrease annually based upon changes in municipal
budgets and the total tax base. Again, over the longer term, tax rate increases
tend to mirror inflationary trends, except during periods of economic decline or
in fast growing areas where new services are required. With the likely
stabilization of real estate values and the tax base, we are of the opinion that
more normal increases in tax rates, of say 3.0 to 4.0 percent, will be the trend
over the intermediate term.

Tax Assessment

      Chester County establishes the assessed value on real property for all of
the municipalities within the county. The 1997 assessment, as well as the
historical assessments for 1995 and 1996 were $1,287,000.

      The real estate assessments have been the same since 1995. This is typical
for suburban municipalities in the Philadelphia Area. Generally, the tax rates
increase annually while the assessments remain the same. In an effort to
evaluate the fairness of the subject's current assessed value and future
prospects for a change in the assessment, we have compared the assessment to the
market value estimate concluded in this report.

================================================================================


                                      -17-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Real Property Taxes And Assessments
================================================================================

      The estimated value of the subject property in the Income Capitalization
Approach section of this report is summarized below. Based on our discussion
with the Chester County Assessors, the Income Capitalization Approach is the
typical methodology the Assessor's office uses in determining the value of a
facility such as the subject. Chester County is currently in the process of the
total revaluation which is expected to become effective 1998. The 1996 common
level ratio for Chester County is 6.2%. We have estimated the current market
value for assessment purposes by applying the common level ratio to the
assessment and compared these estimates to our appraised values.

================================================================================
                                       Common Level    Assessor     Appraisers'
Property                   Assessment     Ratio      Market Value   Market Value
- --------------------------------------------------------------------------------
50-52 E. Swedesford Road   $1,287,000      6.2%      $20,758,000    $34,600,000
================================================================================

      Based on the above, it appears that the subject property is favorably
assessed.

Real Property Tax Conclusions

      Applying the 1997 assessment for the subject to the total 1996/1997 tax
rate results in a combined tax burden as calculated in the following chart.

================================================================================
Property                   Assessment      1996-1997 Tax Rate         Taxes
- --------------------------------------------------------------------------------
50-52 E. Swedesford Road   $1,287,000         $217.15/1,000         $279,472.05
================================================================================

================================================================================


                                      -18-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Real Property Taxes And Assessments
================================================================================

Ad Valorem Tax Conclusions

      In projecting the subject's tax liability for 1997/1998, we have assumed a
3.5 percent increase in the combined 1996/1997 tax rates. The subject's tax
liability during 1997/1998 is unknown because of the revaluation currently in
process which will become effective in 1998. Our estimate of the 1997/1998 taxes
for the subject property is calculated as follows-

================================================================================
Property                  1996/1997 Taxes   Projected Increase   1997/1998 Taxes
- --------------------------------------------------------------------------------
50-52 E. Swedesford Road    $279,472.05           3.50%            $289,253.57
================================================================================

================================================================================


                                      -19-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned RIC, Restricted Industrial Commercial and
LI, Limited Industrial. The RIC, Restricted Industrial Commercial District
permits administrative, professional and commercial office buildings, light
manufacturing and assembly and savings or commercial banks and other financial
institutions. In the LI, Limited Industrial District the intent of this zoning
classification is to provide for light manufacturing, warehousing, offices and
laboratories. This classification permits administrative, executive,
professional and sales offices, research and development, wholesaling,
warehousing, distribution and light manufacturing uses.

      Some of the restrictions imposed by these classification include:

<TABLE>
<CAPTION>
                                  RIC, Restricted Industrial Commercial        LI, Limited Industrial
                                  -------------------------------------------------------------------
<S>                               <C>                                          <C>
      Front Yard:                 75'                                          75'

      Side Yard:                  35'                                          35'

      Rear Yard:                  50'                                          50'

      Maximum Height:             35'                                          35'

      Lot Coverage:               30%, 5 to 10 acres                           20%, 44,000 sf - 3 acres
                                  40%, 10 acres+                               25%, 3 acres - 6 acres
                                                                               30%, 6 acres - 10 acres
                                                                               40%, over 10 acres

      Lot Size:                   5 acres                                      44,000 square feet

      Minimum Lot Width:          300'                                         150'

      Off-Street Parking
           Office:              One space per 250 square feet of gross floor area
</TABLE>

      We know of no deed restrictions (private or public) which would further
limit the use of the subject property. However, this statement should not be
taken as a guarantee or warranty that no such restrictions exist. Deed
restrictions are a legal matter and only a title examination by an attorney
would normally uncover such restrictive covenants. Thus, an updated title search
of the subject property is recommended to determine the existence of such
restrictions.

================================================================================


                                      -20-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Physically Possible

      The subject site contains approximately 24.0 acres with frontage along
East Swedesford, Liberty Boulevard, Exit of Route 202 and along Route 202. The
size and configuration of the site is felt to provide a suitable land use and/or
development potential for a wide variety of possible land uses. Municipal
utilities would adequately provide for nearly all uses. Street improvements are
also adequate.

Legally Permissible

      The subject's zoning classification permits development of office and
light industrial uses.

Financially Feasible

      Several features of the subject property indicate that office use is the
highest and best use of the subject property. The subject is located within the
Great Valley Corporate Center with access to most transportation hubs.

      Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is as an office development when market conditions warrant
new construction.

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

Physical Considerations

      The subject site has been improved with the two existing office buildings
and, based upon our observation, there are no apparent physical factors such as
soils, drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

================================================================================


                                      -21-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
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                                                     ---------------------------
<PAGE>

                                                            Highest and Best Use
================================================================================

Legal Considerations

      The subject site, as presently improved, represents a legal, conforming
use and this use has been accepted by local zoning officials.

Financially Feasible

      The use of the subject improvements is considered to contribute in an
economic manner to the subject site. Occupancy levels at the subject property
are higher than competing office buildings in the King of Prussia/Valley
Forge/Route 202 Corridor. We believe the occupancy of the subject property (100
percent), will continue to remain high with competent management and aggressive
promotions.

      Therefore, based on the subject's historical performance and the prospect
for continued growth, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the site as improved.

================================================================================


                                      -22-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office building sales within the
            Philadelphia suburban areas, which contain similar physical and
            economic characteristics to the subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the sales price per square foot and extracted overall
            capitalization rates.

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office, uses.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

================================================================================


                                      -23-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Valuation Process
================================================================================

      o     Considered the type and reliability of the data used and
            applicability of each approach.

      o     Reconciled the approaches to a final value conclusion.

================================================================================


                                      -24-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           MARKET SUMMARY
                                                          OFFICE COMPLEXES
                                                       SUBURBAN PHILADELPHIA
====================================================================================================================================
                                                                 Rentable
                                       Sale                      Building                                                    Overall
Sale      Location                     Date      Land Area         Area        Age      Condition    Sale Price   Unit Rate   Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>             <C>            <C>       <C>        <C>            <C>        <C>
1    280 King of Prussia               1/96      6.70 acres      65,000 sf     1981      Average     $8,400,000     129.23     N/A
     Radnor Township                                                                                                       
     Delaware County, PA                                                                                                   
2    150 Monument Road                 8/96      7.74 acres     133,166 sf     1981      Average    $15,000,000    $112.64    10.97%
     Bala Cynwyd                                                                                                           
     Lower Merion Township                                                                                                 
     Montgomery County, PA                                                                                                 
3    Walnut Grove Corporate Center    12/96      6.92 acres      81,846 sf     1989       Good       $9,114,000    $111.36    10.80%
     Horsham Township                                                                                                      
     Montgomery County, PA                                                                                                 
4    Airport Business Center          12/96     32.13 acres     371,000 sf     1900's     Good      $43,000,000    $123.99    10.00%
     Essington Borough                                                                                                     
     Delaware County, PA                                                                                                   
5    Westlakes Office Park             5/97     41.86 acres     444,000 sf     late       Good      $72,500,000    $163.29     9.00%
     Tredyffrin Township,                                                      1980's                                      
     Chester County, PA                                                                                                   
====================================================================================================================================
</TABLE>
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

      In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

      By analyzing sales that qualify as arm's-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, effective gross income
            multiplier, and overall capitalization rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

Analysis of Sales

      Over the past 24 months, the office market has shown signs of improvement.
Rents have increased and concession packages have virtually disappeared as
positive net absorption is taking place. In terms of the investment market,
demand is primarily being generated by institutional investors including several
large pension funds/European and Asian investors/opportunistic investors such as
Vulture Funds stimulated in an effort to capture "bottom of the market" sale
prices.

      The subject property consists of two buildings on a single parcel. On the
opposing page is a presentation of the comparable property sales which were
analyzed for the valuation of 50 East Swedesford Road. The most widely-used and
market-oriented unit of comparison for properties such as the subject is the
sales price per square foot of rentable building area. All comparable sales were
analyzed on this basis. Detail sheets describing these and all the sales
employed in this analysis can be found among the Addenda to this report.

================================================================================


                                      -25-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

50 East Swedesford Road

      This property is a 109,800 square foot one story office building on a
portion of 24.0 acres which was constructed in 1986. It is now 100 percent
occupied by one tenant. On the date of inspection, the building was in good
condition having benefited from an on-going maintenance program. The property
possesses good "curb appeal" and features good quality construction materials.
With regard to the market data assembled for this analysis, the following
comparisons are made:

      Comparable Property Sale #1 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. This property included a number of different tenants whereas the subject
is leased on a long term basis to a creditworthy tenant. Market conditions have
improved since the date of this sale. Locationally, this property is inferior to
the subject's location in the Great Valley Corporate Center.

      Physically this property is older and in only average condition.
Economically, this sale was 100% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #1.

      Comparable Property Sale #2 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. This property included a number of different tenants whereas the subject
is leased on a long term basis to a creditworthy tenant. Market conditions have
improved since the date of this sale. Locationally, this property is superior to
the subject's location in the Great Valley Corporate Center.

      Physically this property is older and in only average condition.
Economically, this sale was 94% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a higher unit
rate is warranted for Sale #2.

      Comparable Property Sale #3 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. This property included a number of different tenants whereas the subject
is leased on a long term basis to a creditworthy tenant. Market conditions have
improved since the date of this sale. Locationally, this property is inferior to
the subject's location the Great Valley Corporate Center.

      Physically this property is newer and in similar condition. Economically,
this sale was 100% occupied. No non-realty items of property were reported to be
included in the price for this property. Overall, a positive adjustment is
warranted for Sale #3.

      Comparable Property Sale #4 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. This property included a number of different tenants whereas the subject
is leased on a long term basis to a creditworthy tenant. Market conditions have
improved since the date of this sale. Locationally, this property is inferior to
the subject's location in the Great Valley Corporate Center.

      Physically this property is similar in age and condition. No non-realty
items of property were reported to be included in the price for this property.
Overall, a positive adjustment is warranted for Sale #4.

================================================================================


                                      -26-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #5 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. This property included a number of different tenants whereas the subject
is leased on a long term basis to a creditworthy tenant. Locationally, this
property is superior to the subject's location in the Great Valley Corporate
Center.

      Physically this property is newer and in better condition. Economically,
this sale was 97% occupied. No non-realty items of property were reported to be
included in the price for this property. Overall, a negative adjustment is
warranted for Sale #5.

      Conclusion - The office building sales assembled for this analysis of 50
East Swedesford Road reflect a range in unit value from $111.36 to $163.29 per
square foot of building area. The adjustments discussed above are presented to
outline the logic of our thought processes with the ultimate result being a
plausible market value conclusion for the subject property. Based on our
analysis of these data on a price per square foot basis, we have concluded an
appropriate adjusted range of $150.00 to $155.00 per square foot of building
area. From within this adjusted range, we conclude the Sales Comparison Approach
to indicate a current market value of $16,750,000 for 50 East Swedesford Road.
This indication of value is equal to $152.55 per square foot of building area.

52 East Swedesford Road

      This property is a 131,017 square foot three story office building on a
portion of 24 acres of land which was constructed in 1988. It is now 100 percent
occupied by three tenants. On the date of inspection, the building was in good
condition having benefited from an on-going maintenance program. The property
possesses good "curb appeal" and features good quality construction materials.
The data previously analyzed for 50 East Swedesford Road are applicable to this
property as well.

      Comparable Property Sale #1 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Market conditions have improved since the date of this sale.
Locationally, this property is inferior to the subject's location in the Great
Valley Corporate Center.

      Physically this property is older and in only average condition.
Economically, this sale was 100% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #11.

      Comparable Property Sale #2 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Market conditions have improved since the date of this sale.
Locationally, this property is superior to the subject's location.

      Physically this property is older and in only average condition.
Economically, this sale was 94% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #2.

================================================================================


                                      -27-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Property Sale #3 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Market conditions have improved since the date of this sale.
Locationally, this property is inferior to the subject's location.

      Physically this property is similar in age and condition. Economically,
this sale was 75% occupied. No non-realty items of property were reported to be
included in the price for this property. Overall, a positive adjustment is
warranted for Sale #3.

      Comparable Property Sale #4 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Market conditions have improved since the date of this sale.
Locationally, this property is inferior to the subject's location.

      Physically this property is similar in condition. No non-realty items of
property were reported to be included in the price for this property. Overall, a
positive adjustment is warranted for Sale #4.

      Comparable Property Sale #5 was an arm's-length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Locationally, this property is superior to the subject's location.

      Physically this property is similar in age and condition. Economically,
this sale was 97% occupied. No non-realty items of property were reported to be
included in the price for this property. Overall, a negative adjustment is
warranted for Sale #5.

      Conclusion - As before, the adjustments discussed above are presented to
      outline the logic of our thought processes with the ultimate result being
      a plausible market value conclusion for the subject property. Based on our
      analysis of these data on a price per square foot basis, we have concluded
      an appropriate adjusted range of $130.00 to $135.00 per square foot of
      building area. From within this adjusted range, we conclude the Sales
      Comparison Approach to indicate a current market value of $17,350,000 for
      52 East Swedesford Road. This indication of value is equal to $132.43 per
      square foot of building area.

================================================================================


                                      -28-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       Sales Comparison Approach
================================================================================

Final Conclusions

      The subject property consists of two separate buildings on one parcel of
land. Based upon these analyses, it is our conclusion that the Sales Comparison
Approach indicates a total market value of THIRTY FOUR MILLION ONE HUNDRED
THOUSAND DOLLARS ($34,100,000) for the entire subject property. This total value
is comprised as follows:

================================================================================
                               Final Conclusions
================================================================================
            Property                         Indicated Market Value
- --------------------------------------------------------------------------------
     50 East Swedesford Road                      $16,750,000
     52 East Swedesford Road                      $17,350,000
                                                  -----------
     TOTAL                                        $34,100,000
================================================================================

================================================================================


                                      -29-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         10400 - 50 EAST SWEDESFORD ROAD
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 13 YEARS


<TABLE>
<CAPTION>
                        FY1998         FY1999         FY2000         FY2001         FY2002         FY2003         FY2004      
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
<S>                    <C>            <C>            <C>            <C>            <C>            <C>            <C>      
INCOME

MINIMUM RENT:
GROSS RENTS            1,646,451      1,705,743      1,767,231      1,830,366      1,895,697      1,963,773      2,034,045
LESS LAG VACANCY               0              0              0              0              0              0              0
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
TOTAL MINIMUM RENT     1,646,451      1,705,743      1,767,231      1,830,366      1,895,697      1,963,773      2,034,045

RECOVERIES:
REIMBURSEMENTS           493,901        511,187        529,079        547,596        566,762        586,599        607,130
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
TOTAL RECOVERIES         493,901        511,187        529,079        547,596        566,762        586,599        607,130
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
GROSS RENTAL
 INCOME                2,140,352      2,216,930      2,296,310      2,377,962      2,462,459      2,550,372      2,641,175
CREDIT LOSS              (42,807)       (44,339)       (45,926)       (47,559)       (49,249)       (51,007)       (52,823)
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
TOTAL INCOME           2,097,545      2,172,591      2,250,384      2,330,403      2,413,210      2,499,365      2,588,352

EXPENSES

UTILITIES                 16,789         17,376         17,985         18,614         19,265         19,940         20,638
INSURANCE                 22,385         23,168         23,979         24,819         25,687         26,586         27,517
MANAGEMENT FEE            55,861         57,816         59,839         61,934         64,102         66,345         68,667
REAL ESTATE TAXES        129,668        134,207        138,904        143,765        148,797        154,005        159,395
CLEANING                 129,597        134,133        138,827        143,686        148,715        153,920        159,308
MAINTENANCE               67,053         69,400         71,829         74,343         76,945         79,638         82,426
OUTSIDE CONTRACTS         39,072         40,440         41,855         43,320         44,836         46,405         48,029
ADMINISTRATIVE            33,476         34,647         35,860         37,115         38,414         39,759         41,150
OTHER                      5,596          5,792          5,995          6,205          6,422          6,647          6,879
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
TOTAL EXPENSES           499,497        516,979        535,073        553,801        573,183        593,245        614,009
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
NET OPERATING
 INCOME                1,598,048      1,655,612      1,715,311      1,776,602      1,840,027      1,906,120      1,974,343

ALTERATIONS                    0              0              0              0              0              0              0
COMMISSIONS                    0              0              0              0              0              0              0
RESERVES                  10,980         11,364         11,762         12,174         12,600         13,041         13,497
                      ----------     ----------     ----------     ----------     ----------     ----------     ----------
CASH FLOW              1,587,068      1,644,248      1,703,549      1,764,428      1,827,427      1,893,079      1,960,846



                        FY2005         FY2006         FY2007         FY2008
                      ----------     ----------     ----------     ----------
INCOME

MINIMUM RENT:
GROSS RENTS            2,107,062      2,216,309      2,314,921      2,395,943
LESS LAG VACANCY               0       (381,370)             0              0
                      ----------     ----------     ----------     ----------
TOTAL MINIMUM RENT     2,107,062      1,834,939      2,314,921      2,395,943

RECOVERIES:
REIMBURSEMENTS           628,380        530,469        658,670        696,696
                      ----------     ----------     ----------     ----------
TOTAL RECOVERIES         628,380        530,469        658,670        696,696
                      ----------     ----------     ----------     ----------
GROSS RENTAL
 INCOME                2,735,442      2,365,408      2,973,591      3,092,639
CREDIT LOSS              (54,709)       (47,308)       (59,472)       (61,853)
                      ----------     ----------     ----------     ----------
TOTAL INCOME           2,680,733      2,318,100      2,914,119      3,030,786

EXPENSES

UTILITIES                 21,360         22,108         22,881         23,682
INSURANCE                 28,480         29,477         30,508         31,576
MANAGEMENT FEE            71,070         73,558         76,132         78,797
REAL ESTATE TAXES        164,974        170,748        176,724        182,910
CLEANING                 164,883        156,189        162,162        182,809
MAINTENANCE               85,310         88,296         91,387         94,585
OUTSIDE CONTRACTS         49,710         51,450         53,251         55,115
ADMINISTRATIVE            42,591         44,081         45,624         47,221
OTHER                      7,120          7,369          7,627          7,894
                      ----------     ----------     ----------     ----------
TOTAL EXPENSES           635,498        643,276        666,296        704,589
                      ----------     ----------     ----------     ----------
NET OPERATING
 INCOME                2,045,235      1,674,824      2,247,823      2,326,197

ALTERATIONS                    0      1,661,072              0              0
COMMISSIONS                    0        348,483              0              0
RESERVES                  13,970         14,459         14,965         15,488
                      ----------     ----------     ----------     ----------
CASH FLOW              2,031,265       (349,190)     2,232,858      2,310,709
</TABLE>
<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion, the discounted cash flow method is the more appropriate
capitalization technique as the subject property consists of two separate
buildings occupied by a number of tenants at differing rental rates for varying
lease durations. Direct capitalization does not adequately account for the
subtitles of all those variables. The following is a discussion of our
discounted cash flow analysis for each parcel which comprises the subject
property.

50 East Swedesford Road

      This property is a 109,800 square foot, one and two story office building
which is now 100 percent occupied by one tenant. On the opposing page is a
presentation of the cash flows which an informed investor could reasonably
expect 50 East Swedesford Road to generate over a ten year time horizon. These
cash flows are based upon the following analysis:

      Base Rental Income - The base rental income which an asset such as the
      subject property will generate for an investor reflects a review of the
      existing rent roll in conjunction with the rent now being paid for
      comparable space and services in the competitive open market. A copy of
      the rent roll over the subject property is included among the Addenda to
      this report. As can be noted from the current rent roll, existing
      contracts provide for base rental income of $15.00 per square foot in the
      coming 12 months.

      Based upon the subject's current lease expiration schedule, the existing
      tenant lease will expire in December, 2005. At the subject property, this
      lease was negotiated in January, 1996 at $14.73 per square foot on a net
      basis.

      On the following opposing page is a presentation of recent rental rates on
      office space in the market area of the subject property. As can be seen
      from this summary, rental rates on space comparable to the subject range
      from $19.00 per square foot on a gross basis plus electricity up to $24.60
      per square foot on a gross basis plus electricity. Comparable Rental #1,
      151 South Warner Road, reflected a rental rate of $19.00 per square foot
      plus electric. This lease was made in April, 1996 and market conditions
      have improved since this date. The comparable is situated in a similar
      area. It is older than the subject but considerably smaller in size. The
      overall appeal of this property is inferior to the subject property.
      Overall, a higher rental rate is indicated for the subject.

================================================================================


                                      -30-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Market Summary
                                                        Office Space Leases
====================================================================================================================================
Lease      Location                   Tenant                 Date   Rentable Area   Lease Term              Rent
- ------------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                         <C>                       <C>       <C>           <C>          <C>
  1   151 South Warner Road       Day & Zimmerman            4/96      6,369 sf     2.5 years    $19.00/sf gross plus electric.
      King of Prussia, PA
                                  First Union Home Equity   10/96      1,214 sf     5 years      $19.50/sf gross plus electric.
- ------------------------------------------------------------------------------------------------------------------------------------
  2   Walnut Hill Plaza           ITT Hartford               8/96     43,000 sf     7 years      $20.50/sf gross plus electric,
      150 South Warner Road                                                                      increasing by $.50/sf annually.
      King of Prussia, PA
- ------------------------------------------------------------------------------------------------------------------------------------
  3   Glenhardie Corporate 
        Center III                Western Intel Media       11/96      4,230 sf     5 years      $19.00/sf gross plus electric,
      1275 Drummers Lane                                                                         increasing by $.50/sf annually.
      Tredyffrin Township
      Chester County, PA
- ------------------------------------------------------------------------------------------------------------------------------------
  4   Valley Forge South          Genex Services, Inc.       1/97     36,000 sf     5 years      $21.40/sf gross plus electric.
      440 Swedesford Road
      King of Prussia, PA
- ------------------------------------------------------------------------------------------------------------------------------------
  5   Chesterbrook Corporate 
        Center                    Astra Merck                5/97    112,000 sf     7.5 years    $24.60/sf average gross rent plus
      1200 Morris Drive                                                                          electric, $27.50/sf T.I.'s.
      Wayne, PA
- ------------------------------------------------------------------------------------------------------------------------------------
  6   55 Valley Stream Parkway    Olympic Financial          6/97     17,000 sf     7 years      $22.50/sf plus electric, 2.5%
      King of Prussia, PA                                                                        annual increases, $20.00/sf T.I.'s.
====================================================================================================================================
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Comparable Rental #2, Walnut Hill Plaza, reflected a rental rate of $20.50
      per square foot gross plus electric. Market conditions have improved since
      this lease was executed. The comparable is situated in a similar area. It
      is similar in age and condition, but considerably smaller in size. The
      overall appeal of this complex is similar to the subject property.
      Overall, a lower rental rate is indicated for the subject.

      Comparable Rental #3, Glenhardie Corporate Center, reflected a rental rate
      of $19.00 per square foot gross plus electric. This lease was executed in
      November, 1996 and market conditions have improved since then. The
      comparable is situated in a similar area. It is older and inferior in age
      and condition, but considerably smaller in size. The overall appeal of
      this complex is similar to the subject property. Overall, a higher rental
      rate is indicated for the subject.

      Comparable Rental #4, Valley Forge South, reflected a rental rate of
      $21.40 per square foot gross plus electric. Market conditions have
      improved since this lease occurred. The comparable is situated in a
      similar area. It is older and inferior in age and condition, but
      considerably smaller in size than the subject. The overall appeal of this
      complex is similar to the subject property. Overall, a higher rental rate
      is indicated for the subject.

      Comparable Rental #5, Chesterbrook Corporate Center, reflected the highest
      rental rate of $24.60 per square foot gross plus electric. This is a very
      recent comparable. The tenant received a relatively high tenant allowance.
      The comparable is situated in a similar area. It is similar in age and
      condition. The overall appeal of this complex is superior to the subject
      property. Overall, a lower rental rate is indicated for the subject.

      Comparable Rental #6, 55 Valley Stream Parkway, reflected a rental rate of
      $22.50 per square foot gross plus electric. This is a very recent lease.
      This lease included a $20.00 per square foot tenant allowance. The
      comparable is situated in a similar area. It is similar in age and
      condition, but considerably smaller in size. The overall appeal of this
      complex is inferior to the subject property. Overall, a lower rental rate
      is indicated for the subject.

      In addition to analyzing actual lease transactions inside and outside the
      property, leasing brokers were interviewed in an effort to ascertain
      competitive packages available in the marketplace today. Most brokers
      interviewed were of the opinion that free rent was no longer being given
      in the local marketplace. Tenant workletters, however, are a standard and
      felt to range from $10.00 to $20.00 per square foot depending on the size
      of the tenant and the duration of the lease.

================================================================================


                                      -31-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      After considering the most recent leasing achieved at the subject property
      in conjunction with the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $19.50 per square foot on a full
      service basis plus electric. The subject is currently leased on a net
      basis. In estimating a net rental for the subject, we have deducted
      expenses of $4.55 per square foot as developed in the Income
      Capitalization Approach from the $19.50 per square foot gross rent plus
      electric which indicated a net rent of $14.95 say $15.00 per square foot.
      This rent would be fixed over an average five year term. Additionally, the
      tenants would also be responsible for increases in operating expenses over
      those incurred during the first year of occupancy.

      Market rent is forecasted to increase by 5 percent in the second year of
      the investment holding period, decreasing to 4 percent in the third and
      3.5 percent thereafter. This forecast of income growth rates reflects
      typical investor expectations as noted in the Cushman & Wakefield Investor
      Survey which is among the Addenda to this report. More importantly, we are
      of the opinion that these growth rates reflect the current under supply of
      space in the local market which, all other factors being equal, will move
      toward equilibrium overtime.

      Expense Reimbursements - Consistent with market leasing practice for this
      type of real estate, the tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, cleaning, management fees and
      miscellaneous items occasionally incurred. Future leases in the subject
      property are projected to be structured in a similar fashion.

      Allowance for Vacancy and Credit Loss - A deduction must be made from the
      total gross revenues due an investor in the subject property to account
      for the possibility of vacancy and/or non-collection of rent. We have,
      therefore, deducted 2 percent from gross revenues as a global allowance
      for the non-payment of rent or expenses by a lessee. This rate has
      considered the creditworthiness of the tenant roster and long-term market
      conditions.

      Additionally, our analysis over time has incorporated a lag vacancy
      allowance which provides for "down time" between the expiration of an
      existing lease and the commencement of a new lease. Upon the expiration of
      a lease, it is our best estimate that there is a 65 percent probability
      that the tenant will renew and a 35 percent probability that the tenant
      will vacate. At renewal, no down time is recognized; should this tenant
      vacate, then it is our expectation that an average down time of
      approximately six months time would be reasonable to re-lease the space.
      Therefore, the weighted average lag vacancy utilized between lease
      expirations in this report is three months.

================================================================================
                             Lag Vacancy Allowance
================================================================================
      Event       Probability         x     Down Time     =    Weighted Time
- --------------------------------------------------------------------------------
      Rollover         65%            x        -0-        =         -0-
      Turnover         35%            x      6 months     =       2 months
- --------------------------------------------------------------------------------
      Total           100%        Average Weighted Time   =       2 months
================================================================================

================================================================================


                                      -32-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================
                      Comparable Operating Expenses - 1996
                           Suburban Office Buildings
                         Philadelphia Metropolitan Area
================================================================================
Item of Expense                        #1          #2          #3          #4
- --------------------------------------------------------------------------------
Real Estate Taxes                   $1.32/SF    $1.29/SF    $1.33/SF    $1.27/SF
Property Insurance                    .15/SF      .15/SF      .15/SF      .15/SF
Utilities*                           2.74/SF     3.09/SF     2.72/SF     2.92/SF
Maintenance                          2.25/SF     2.33/SF     2.38/SF     2.81/SF
Management                            .71/SF      .73/SF      .71/SF      .72/SF
Administration                        .06/SF      .08/SF      .07/SF      .07/SF
Miscellaneous                         .00/SF      .01/SF      .08/SF      .01/SF
                                    --------------------------------------------
Total Operating Expenses            $7.23/SF    $7.68/SF    $7.44/SF    $7.95/SF
================================================================================
*     Of this total amount, common area utilities are estimated to be $.40/SF.
================================================================================
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Based on the subject's weighted average downtime between leases, the
      overall average occupancy rate of the subject property over the ten year
      holding period is 4 percent. Including our overall vacancy/global credit
      loss allowance estimated at 2 percent, the implied overall occupancy rate
      of the subject property over the ten year holding period is 96 percent.

      Operating Expenses - We were provided with historic operating expense data
      for the subject property. We have also been provided with current
      ownership's operating pro forma. Finally, we have analyzed expense data
      from our files on similar office complexes in suburban Philadelphia. On
      the opposing page is a presentation of these data sets.

      The subject property is leased on an absolute net basis with minimum
      expenses to ownership. Typically, Class A buildings like the subject are
      leased on a gross basis. Our analysis assumes all expenses will be paid by
      the tenant, except other or miscellaneous items. In the initial year of
      the investment holding period, we project operating expenses to be $4.55
      per square foot at the subject property. The following expenses have been
      projected for the first fiscal year:

            Real Estate Taxes - This item is sensitive to a specific local
            jurisdiction so that a direct comparison with those expense data
            available from the market is not possible. Based upon historical
            expenses we have projected taxes at $129,668 or $1.18 per square
            foot.

            Insurance - The history of the subject and the data available from
            our files indicate an extremely tight range for this expense item on
            a square foot basis. Therefore, we have stabilized the insurance
            expense at $0.20 per square foot for this analysis.

            Repairs & Maintenance - This expense category includes the annual
            cost to clean and maintain the facility with supplies. For this
            analysis, though, we have employed a figure which includes all cost
            of repairs and maintenance so that comparisons with rental data
            could be more easily made. In the initial year of investment, full
            repairs and maintenance expense is stabilized at $2.15 per square
            foot.

            Utilities - This expense category typically includes water and sewer
            charges since all energy costs would be paid directly by the tenant.
            We project this expense at $.15 per square foot.

            Miscellaneous - Invariably, miscellaneous expenses occur in the
            operation of a property such as the subject. These include
            advertising and promotional expenses, space planning, brochures, and
            a contingency for the unknown. The data available from the market
            indicate allowances for miscellaneous expenses ranging from $0.01 to
            $0.08 per square foot of rentable area. For this analysis,
            miscellaneous operating expenses are stabilized at $0.05 per
            rentable square foot of building area.

================================================================================


                                      -33-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

            Management & Administration - This item of expense provides for
            professional management services like collections, supervision and
            the preparation of all budgets. Also included in this item are
            office expenses, security, licenses, seasonal decorations and the
            like. Recent experience at comparable buildings provide for a
            management fee of $0.45 to $0.48 per square foot. Data from other
            office buildings show management fees with administration to be
            $0.77 to $0.81 per square foot. These data are extracted from
            multi-tenanted facilities where management and administration are
            more time consuming and, thus, more expensive. Considering that the
            subject is a single tenanted facility, we have stabilized management
            and administration expense at $0.81 per square foot which reflects a
            single tenant building.

      Operating expenses are forecasted to increase at an average annual rate of
      3.5 percent over the investment holding period. The forecast of projected
      growth rates in all categories of expense reflect typical investor
      expectations as noted in the Cushman & Wakefield Investor Survey, which
      has been placed among the Addenda to this report. Except where noted, our
      projected growth rates for the various types of expense categories
      generally do not attempt to reflect growth rates for any individual year,
      but rather the long term trend over the period of analysis.

      Other Non-Operating Expenses - Other, non-operating expenses of the
      subject property are projected in this analysis from prevailing commission
      schedules, construction costs, and accepted practices. We have analyzed
      each item of capital expenditure in an attempt to project what the typical
      investor in a property like the subject would consider reasonable, based
      upon informed opinion and experience. The following is a discussion of the
      other, non-operating expenses incorporated into this analysis of the
      subject property.

            Tenant Alterations - Upon the expiration of a lease, it is our best
            estimate that there is a 65 percent probability of the existing
            tenant renewing their lease and a 35 percent probability that the
            existing tenant will vacate. The current cost to alter and
            re-decorate office space for a rollover tenant is estimated to be
            $9.00 per square foot while that to prepare space for a new turnover
            tenant is estimated to be $15.00 per square foot. On average, then,
            the weighted cost of tenant alterations is projected to be $11.10
            per square foot in the initial year of the investment holding
            period. The following is a presentation of these computations.


================================================================================
                            Tenant Improvement Costs
================================================================================
      Event       Probability         x     Unit Cost     =    Weighted Cost
- --------------------------------------------------------------------------------
      Rollover         65%            x     $ 9.00/SF     =     $ 5.85/SF
      Turnover         35%            x     $15.00/SF     =     $ 5.25/SF
- --------------------------------------------------------------------------------
      Total           100%        Average Weighted Cost   =     $10.45/SF
================================================================================

================================================================================


                                      -34-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Leasing Commissions - In estimating the appropriate stabilized leasing
      expense for the subject property, the same rollover/turnover probabilities
      as described above are utilized. The standard leasing commission for new
      tenants is 6 percent of the first year's rent, 5 percent of the second, 4
      percent of the third and 3 percent of each succeeding year's contract
      rent, payable at lease commencement. Based upon an average five year lease
      term, leasing commissions are equal to 4.2 percent of total base rental
      income. The following is a summary of these computations.

================================================================================
                          Effective Leasing Commissions
                          Average Five Year Lease Term
                                 Turnover Tenant
- --------------------------------------------------------------------------------
   Lease Year         %             X         Commission        =  Weighted Rate
- --------------------------------------------------------------------------------
         1           20%            X              6%           =     1.20%
         2           20%            X              5%           =     1.00%
         3           20%            X              4%           =      .80%
         4           20%            X              3%           =      .60%
         5           20%            X              3%           =      .60%
- --------------------------------------------------------------------------------
       Total        100%       Effective Commission Rate        =     4.20%
================================================================================

      For a tenant who elects to renew a lease, half of a commission is payable.
      On a weighted average basis, then, leasing commissions are equal to 2.84
      percent of total effective base rental income over the term. The following
      is a presentation of these computations.

================================================================================
                           Leasing Commission Expense
- --------------------------------------------------------------------------------
   Event      Probability         X           Commission      =    Weighted Rate
- --------------------------------------------------------------------------------
   Rollover           65%         X                2.1%       =       1.37%
   Turnover           35%         X                4.2%       =       1.47%

- --------------------------------------------------------------------------------
   Total             100%         Average Weighted Rate               2.84%
================================================================================

      Reserves - It is customary and prudent to set aside an amount annually for
      the replacement of short lived capital items such as roofs, parking lots,
      or mechanical equipment. In this analysis, we have projected an allowance
      for reserves of $0.10 per square foot of rentable building area which is
      typical in the local market place for a property like the subject.
      Reserves for replacements are therefore stabilized at $10,980.

Other non-operating expenses are also forecasted to increase at an average
annual rate of 3.5 percent over the investment holding period. This too is
consistent with the Cushman & Wakefield Investor Survey. Again, our projected
growth rates for the various types of expense categories generally do not
attempt to reflect growth rates for any individual year, but rather the long
term trend over the period of analysis.
================================================================================


                                      -35-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Terminal Capitalization Rate - The residual cash flows annually generated by the
subject property comprise only the first part of the return which an investor
will receive. The second component of this investment return is the pre-tax cash
proceeds from the resale of the property at the end of a projected investment
holding period. A terminal capitalization rate was used to estimate the market
value of the property at the end of the assumed investment holding period. We
estimated an appropriate terminal rate based on indicated rates in today's
market. A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period.

================================================================================
                        Summary of Capitalization Rates
- --------------------------------------------------------------------------------
   Sale #.           Location                                Capitalization Rate
- --------------------------------------------------------------------------------
      2        150 Monument Road, Montgomery County, PA            10.97%
      3        Walnut Grove, Montgomery County, PA                 10.80%
      4        Airport Business Center                             10.00%
      5        Westlakes, Chester County, PA                        9.00%
================================================================================
Terminal Capitalization Rate Selected                              10.50%
================================================================================

Investors typically add 50 to 100 basis points to the "going-in" rate to arrive
at a terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys. For this analysis, it is our projection that the subject
property would most likely be sold at the end of the 10th year of the holding
period for an amount equal to what would be the next years net operating income
capitalized at an overall rate of 10.50 percent. The 11th year's computed net
operating income is employed at this point as it would be the first received by
a new purchaser of the subject property. It is projected, then, that a current
investor would dispose of the subject property at the end of the projected
holding period for an amount equal to $22,154,250 or $201.77 per square foot of
building area.

Transaction Costs - From the projected $22,154,250 reversion to an investor in
the subject property, we have deducted a total of $664,600 to account for the
various transaction costs associated with the sale of an asset of this type.
These costs consist of 3 percent of the total disposition price of the subject
property as an allowance for transfer taxes, professional fees, and other
miscellaneous expenses that the seller pays at final closing. Deducting these
transaction costs from the computed reversion renders pre-tax net proceeds of
sale equal to $21,489,650 to be received by an investor in the subject property
at the end of the holding period.

Discount Rate - In our valuation, we endeavored to reflect the most likely
actions of typical buyers and sellers in this market. We forecasted cash flows
and discounted them and the future property value at reversion to a present
value at various rates of return (yield rates) currently required by investors
for similar quality real property. The yield rate (internal rate of return or
IRR) is the single rate that discounts all future benefits (cash flow and
reversion) to an estimate of net present value.

================================================================================

                                      -36-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

Cushman & Wakefield Valuation Advisory Services periodically surveys national
real estate investors to determine their investment objectives. Following is a
brief review of internal rates of return, overall rates, and income and expense
growth rates considered acceptable by respondents. The entire survey is included
among the Addenda to this report.

================================================================================
                           AUTUMN 1996 INVESTOR SURVEY
                          FOR SUBURBAN OFFICE BUILDINGS
================================================================================
             GOING-IN           TERMINAL                  IRR
           Low     High       Low      High        Low          High  
================================================================================
Mean       8.80%   9.50%      9.30%     9.90%      11.2%       11.6%
- --------------------------------------------------------------------------------
Range      8.00%  11.0 %      8.00%    11.0 %      10.0%       13.0%
================================================================================

The wide range of investment parameters indicates that property risk and yield
are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant rollovers; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy. Risk is also dependent on
investor demand for the property type; the diversification of the metropolitan
area; the property's location within the local market; the supply and demand for
the property type within the market; and the effective age of the property.

The internal rate of return and terminal capitalization rate selected for this
analysis were strongly influenced by our recent Investor Survey. We realize that
this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

Considering the locational attributes, physical traits and economic
characteristics of the subject property, we believe a discount rate ranging from
11.0 percent to 12.0 percent would be appropriate for the subject property in
light of the investment criteria presented here. Thus, we have discounted the
projected future pre-tax cash flows to be received by an investor in the subject
property to a present value so as to yield 11.0 percent to 12.0 percent on
capital at 25 basis point intervals over the holding period. This discounting
process is summarized as follows:

================================================================================
                         Investment Summary 
- --------------------------------------------------------------------------------
Discount Rate      Present Worth        Unit Rate        Overall Rate
- --------------------------------------------------------------------------------
   11.00%          $17,313,000         $157.68/SF          9.23%
   11.25%          $17,046,000         $155.25/SF          9.38%
   11.50%          $16,784,000         $152.86/SF          9.52%
   11.75%          $16,528,000         $150.53/SF          9.67%
   12.00%          $16,277,000         $148.24/SF          9.82%
================================================================================

================================================================================


                                      -37-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                         10401 - 52 EAST SWEDESFORD ROAD
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 13 YEARS

<TABLE>
<CAPTION>
                      FY1998      FY1999     FY2000      FY2OOl      FY2002      FY2003       FY2004      FY2005      FY2006   
INCOME
- ------
MINIMUM RENT:
<S>                 <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>        
GROSS RENTS         1,924,441   1,978,374   2,034,395   2,259,470   2,321,073   2,369,918   2,432,972   2,470,992   2,569,452  
LESS LAG VACANCY            0           0           0    (140,128)          0           0    (112,678)          0    (166,426) 
                    --------- ----------- ----------- ------------ ---------- ----------- ------------ ---------- -------------
TOTAL MINIMUM RENT  1,924,441   1,978,374   2,034,395   2,119,342   2,321,073   2,369,918   2,320,294   2,470,992   2,403,026  
RECOVERIES:
OPERATING EXPENSES    478,328     512,513     533,361     511,193     594,919     619,763     610,142     679,535     646,804  
                    --------- ----------- ----------- ------------ ---------- ----------- ------------ ---------- -------------
TOTAL RECOVERIES      478,328     512,513     533,361     511,193     594,919     619,763     610,142     679,535     646,804  
                    --------- ----------- ----------- ------------ ---------- ----------- ------------ ---------- -------------
GROSS RENTAL
 INCOME             2,402,769   2,490,887   2,567,756   2,630,535   2,915,992   2,989,681   2,930,436   3,150,527   3,049,830  
VACANCY ALLOWANCE     (48,055)    (49,818)    (51,355)    (52,611)    (58,320)    (59,794)    (58,609)    (63,011)    (60,997) 
                    --------- ----------- ----------- ------------ ---------- ----------- ------------ ---------- -------------
TOTAL INCOME        2,354,714   2,441,069   2,516,401   2,577,924   2,857,672   2,929,887   2,871,827   3,087,516   2,988,833  

EXPENSES
- --------
UTILITIES             106,838     110,577     114,447     118,453     122,598     126,889     131,331     135,927     140,685  
INSURANCE              30,525      31,593      32,699      33,844      35,028      36,254      37,523      38,836      40,196  
MANAGEMENT FEE         85,724      88,725      91,830      95,044      98,371     101,814     105,377     109,065     112,883  
REAL ESTATE TAXES     133,665     148,528     153,726     159,106     164,675     170,439     176,404     182,578     188,969  
CLEANING              165,304     171,090     171,397     177,594     189,690     191,760     198,632     203,565     204,525  
MAINTENANCE            85,470      88,461      91,558      94,762      98,079     101,512     105,064     108,742     112,548  
OUTSIDE CONTRACTS      74,278      76,877      79,568      82,353      85,235      88,218      91,306      94,502      97,809  
ADMINISTRATIVE         40,700      42,125      43,599      45,125      46,704      48,339      50,031      51,782      53,594  
OTHER                   6,665       6,898       7,139       7,389       7,648       7,915       8,193       8,479       8,776  
                    --------- ----------- ----------- ------------ ---------- ----------- ------------ ---------- -------------
TOTAL EXPENSES        729,169     764,874     785,963     813,670     848,028     873,140     903,861     933,476     959,985  
                    --------- ----------- ----------- ------------ ---------- ----------- ------------ ---------- -------------
NET OPERATING
 INCOME             1,625,545   1,676,195   1,730,438   1,764,254   2,009,644   2,056,747   1,967,966   2,154,040   2,028,848  

ALTERATIONS                 0           0           0     610,329           0           0     490,774           0     724,880  
COMMISSIONS                 0           0           0     123,641           0           0      99,421           0     146,846  
RESERVES               13,100      13,559      14,033      14,524      15,033      15,559      16,103      16,667      17,250  
                    --------- ----------- ----------- ------------ ---------- ----------- ------------ ---------- -------------
 CASH FLOW          1,612,445   1,662,636   1,716,405   1,015,760   1,994,611   2,041,188   1,361,668   2,137,373   1,139,872  

<CAPTION>

                      FY2007      FY2008
INCOME
- ------
MINIMUM RENT:
<S>                 <C>         <C>      
GROSS RENTS         2,980,439   3,060,622
LESS LAG VACANCY     (215,774)          0
                    --------- -----------
TOTAL MINIMUM RENT  2,764,665   3,060,622
RECOVERIES:
OPERATING EXPENSES    663,350     691,723
                    --------- -----------
TOTAL RECOVERIES      663,350     691,723
                    --------- -----------
GROSS RENTAL
 INCOME             3,428,015   3,752,345
VACANCY ALLOWANCE     (68,560)    (75,047)
                    --------- -----------
TOTAL INCOME        3,359,455   3,677,298

EXPENSES
- --------
UTILITIES             145,609     150,705
INSURANCE              41,602      43,059
MANAGEMENT FEE        116,834     120,923
REAL ESTATE TAXES     195,582     202,428
CLEANING              218,891     227,751
MAINTENANCE           116,487     120,564
OUTSIDE CONTRACTS     101,233     104,776
ADMINISTRATIVE         55,470      57,411
OTHER                   9,083       9,401
                    --------- -----------
TOTAL EXPENSES      1,000,791   1,037,018
                    --------- -----------
NET OPERATING
 INCOME             2,358,664   2,640,280

ALTERATIONS           687,666           0
COMMISSIONS                 0           0
RESERVES               17,854      18,479
                    ---------------------
 CASH FLOW          1,653,144   2,621,801
</TABLE>
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Through such a sensitivity analysis, it can be seen that the present value
      of the subject property varies from approximately $16,275,000 to
      $17,325,000. We believe a discount rate which falls toward the lower end
      of the range now required in the marketplace to be appropriate in this
      case. Using an 11.25 percent internal rate of return, our discounted cash
      flow model computes to a present worth of $17,046,000 which we round to
      $17,000,000 as an indication of market value for 50 East Swedesford Road
      via the Income Capitalization Approach.

      This indication of value produces an implied "going-in" overall
      capitalization rate of 9.40 percent based upon the initial year's net
      operating income of $1,598,048. Additionally, based upon a market value of
      $17,000,000 and a projected future gross reversionary value of
      approximately $22,155,000, a compound annual rate of appreciation of 2.68
      percent is computed. Finally, with regard to the composition of the
      internal rate of return employed here, approximately 60 percent of the
      expected yield is from cash flows while the balance is attributable to
      property reversion. These percentages fall within the generally accepted
      relevant range of most current real estate investors.

52 East Swedesford Road

      This property is a 131,017 square foot office building which is now 100
percent occupied by 3 tenants. On the opposing page is a presentation of the
cash flows which an informed investor could reasonably expect 52 East Swedesford
Road to generate over a ten year time horizon. These cash flows are based upon
the following analysis:

Base Rental Income - Existing lease contracts at the subject property provide an
average base rental income of $14.69 per square foot of occupied space in the
coming 12 months. A copy of the rent roll over the subject property is included
among the Addenda to this report.

      The rental data previously analyzed for 50 East Swedesford Road are
      applicable to this property as well. As noted, rental rates on space
      comparable to the subject range from $19.00 per square foot on a gross
      basis plus electricity up to $24.60 per square foot on a gross basis plus
      electricity. The same comments, except for size, considered in estimating
      the economic rent for 50 East Swedesford Road are also appropriate to the
      subject property because of the similar locational and physical
      characteristics. The subject is a multi-tenant building and no significant
      size adjustment is necessary as in the case of 50 East Swedesford Road.
      After considering the most recent leasing achieved at the subject property
      in conjunction with the rents now being paid for comparable space and
      services in the competitive open market, it is our conclusion that the
      current average economic rent for it is $20.50 per square foot on a full
      service basis. Economic rent is forecasted to increase by 5 percent in the
      second year of the investment holding period, decreasing to 4 percent in
      the second and 3.5 percent per annum thereafter.

      Expense Reimbursements - The tenants in a property like the subject are
      responsible for a proportionate share of certain expenses incurred
      annually in the operation and ownership of the investment above an
      established base amount. These expenses include real estate taxes,
      insurance premiums, utilities, maintenance, cleaning, management fees and
      miscellaneous items occasionally incurred. Future leases in the subject
      property are projected to be structured in a similar fashion.
================================================================================


                                      -38-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>

======================================================================================================
                                              Operating Expense history
                                           52 Swedesford Square Building
- ------------------------------------------------------------------------------------------------------
 Expense Items                Actual 1995      Actual 1996    Pro Forma 1997  Appraisers' Projections
- ------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>              <C>                 <C>     
Real Estate Taxes               $1.16/SF          $1.17/SF        $1.11/SF          $1.02/SF
Insurance                         .31/SF            .30/SF          .23/SF            .23/SF
Utilities                        2.52/SF           1.70/SF          .79/SF            .82/SF
Repairs & Maintenance            2.27/SF           2.53/SF         2.45/SF           2.48/SF
Management & Administration       .68/SF            .85/SF          .95/SF            .96/SF
Miscellaneous                     .14/SF            .05/SF          .15/SF            .05/SF
                                ----------------------------------------------------------------------
Total Operating Expenses        $7.08/SF          $6.60/SF        $5.68/SF          $5.56/SF
======================================================================================================
</TABLE>

<TABLE>
<CAPTION>
======================================================================================================
                                       Comparable Operating Expenses 1996
                                            Suburban Office Buildings
                                          Philadelphia Metropolitan Area
- ------------------------------------------------------------------------------------------------------
Item of expense                     #1                 #2            #3                 #4
- ------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>               <C>     
Real Estate Taxes               $1.32/SF          $1.29/SF        $1.33/SF          $1.27/SF
Property Insurance                .15/SF            .15/SF          .15/SF            .15/SF
Utilities*                       2.74/SF           3.09/SF         2.72/SF           2.92/SF
Maintenance                      2.25/SF           2.33/SF         2.38/SF           2.81/SF
Management                        .71/SF            .73/SF          .71/SF            .72/SF
Administration                    .06/SF            .08/SF          .07/SF            .07/SF
Miscellaneous                     .00/SF            .01/SF          .08/SF            .01/SF
                                ----------------------------------------------------------------------
Total Operating Expenses        $7.23/SF          $7.68/SF        $7.44/SF          $7.95/SF
======================================================================================================
*Of this total amount, common area utilities are estimated to be $.40/SF.     
</TABLE>
================================================================================
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
      gross revenues as a global allowance for the non-payment of rent or
      expenses by a lessee. Additionally, our analysis over time has
      incorporated a lag vacancy allowance which provides for "down time"
      between the expiration of an existing lease and the commencement of a new
      lease. The weighted average lag vacancy utilized between lease expirations
      in this report is three months as previously described.

      Operating Expenses - On the opposing page is a presentation of historic
      operating expense data for the subject property and current ownership's
      operating pro forma expense data. As can be seen, historic operating
      expenses at the subject property were $7.08 per square foot in 1995 and
      $6.60 per square foot in 1996. Current ownership budgets operating
      expenses at $5.68 per square foot for 1997. At comparable office
      buildings, operating expenses range from $7.23 per square foot to $7.95
      per square foot on a full service basis. In the initial year of the
      investment holding period, we project operating expenses to be $5.57 per
      square foot at the subject property. Operating expenses are forecasted to
      increase at an average annual rate of 3.5 percent over the investment
      holding period.

      Other Non-Operating Expenses - As previously described herein, the
      weighted cost of tenant alterations is projected to be $10.45 per square
      foot in the initial year of the investment holding period. On a weighted
      average basis, leasing commissions are equal to 2.84 percent of total
      effective base rental income over the term as well. Reserves for
      replacements are stabilized at $0.10 per square foot of rentable building
      area. Other non-operating expenses are forecasted to increase at an
      average annual rate of 3.5 percent over the investment holding period.

      Terminal Capitalization Rate - At the end of the assumed investment
      holding period, it is our projection that the subject property would most
      likely be sold at the end of the 10th year of the holding period for an
      amount equal to what would be the next year's net operating income
      capitalized at an overall rate of 10.5 percent. A 10.5 percent terminal
      capitalization rate is utilized in this analysis as it reflects current
      local market levels for an asset of this type plus a premium for the risk
      of unforeseen events or trends over time. The 11th year's computed net
      operating income is employed at this point as it would be the first
      received by a new purchaser of the subject property. In this analysis,
      then, a current investor would dispose of the subject property at the end
      of the projected holding period for an amount equal to $25,145,500 or
      $191.93 per square foot of building area.

      Transaction Costs - From the projected $25,145,500 reversion to an
      investor in the subject property, we have deducted a total of $754,500 to
      account for the various transaction costs associated with the sale of an
      asset of this type. These costs consist of 3 percent of the total
      disposition price of the subject property as an allowance for transfer
      taxes, professional fees, and other miscellaneous expenses that the seller
      pays at final closing. Deducting these transaction costs from the computed
      reversion renders pre-tax net proceeds of sale equal to $24,391,000 to be
      received by an investor in the subject property at the end of the holding
      period.

================================================================================


                                      -39-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Discount Rate - Considering the locational attributes, physical traits and
      economic characteristics of the subject property, we believe a discount
      rate ranging from 11.0 percent to 12.0 percent would be appropriate for
      the subject property in light of the investment criteria previously
      presented herein. Through such a sensitivity analysis, it can be seen that
      the present value of the subject property varies from approximately
      $17,075,000 to $18,200,000. This discounting process is summarized as
      follows:

================================================================================
                               Investment Summary
- --------------------------------------------------------------------------------
 Discount Rate  Present Worth            Unit Rate              Overall Rate
- --------------------------------------------------------------------------------
   11.00%        $18,203,000           $138.94/SF                 8.93%
   11.25%        $17,911,000           $136.71/SF                 9.08%
   11.50%        $17,626,000           $134.53/SF                 9.22%
   11.75%        $17,347,000           $132.40/SF                 9.37%
   12.00%        $17,074,000           $130.32/SF                 9.52%
================================================================================

      We believe a discount rate which falls toward the upper end of the range
      now required in the marketplace to be appropriate in this case. Using an
      11.50 percent internal rate of return, our discounted cash flow model
      computes to a present worth of $17,626,000 which we round to $17,600,000
      for an indication of market value for 52 East Swedesford Road via the
      Income Capitalization Approach. This indication of value produces an
      implied "going-in" overall capitalization rate of 9.24 percent based upon
      the initial year's net operating income of $1,625,545.

Final Conclusions

      The subject property consists of two buildings on a single parcel. Based
upon these analyses, it is our conclusion that the Income Capitalization
Approach indicates a total market value of THIRTY FOUR MILLION SIX HUNDRED
THOUSAND DOLLARS ($34,600,000) for the entire subject property. This total value
is comprised as follows:

================================================================================
                               Final Conclusions
- --------------------------------------------------------------------------------
       Property                                         Indicated Market Value
- --------------------------------------------------------------------------------
50 East Swedesford Road                                     $17,000,000
52 East Swedesford Road                                     $17,600,000
                                                            -----------
TOTAL                                                       $34,600,000
================================================================================

================================================================================


                                      -40-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

      We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property:

================================================================================
       Property        Sales Comparison Approach Income  Capitalization Approach
- --------------------------------------------------------------------------------
50 East Swedesford Road        $16,750,000                    $17,000,000
52 East Swedesford Road         17,350,000                     17,600,000
                       ---------------------------------------------------------
TOTAL                          $34,100,000                    $34,600,000
================================================================================
                                                         
      The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are interdependent methodologies, each relying
on components from at least one of the other approaches. The Sales Comparison
Approach requires application of methods from the Income Capitalization Approach
in order to make adjustments for differences in income that have influenced the
sale price. Consideration of market data is also required for the Income
Capitalization Approach in the selection and application of equity,
capitalization and discount rates, and estimation of income and expenses.
Consequently, it is our opinion that purchasers and sellers, at least
intuitively, consider components of all approaches in the process of negotiating
an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

================================================================================


                                      -41-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

      In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, as of July 1, 1997, was:

                THIRTY-FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($34,600,000)

================================================================================
         Property                                           Concluded Value
- --------------------------------------------------------------------------------
50 East Swedesford Road                                     $17,000,000
52 East Swedesford Road                                      17,600,000
                                                             ----------
TOTAL                                                       $34,600,000
================================================================================

================================================================================


                                      -42-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -43-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser assumes no responsibility for the authenticity or completeness
      of lease information provided by others. C&W recommends that legal advice
      be obtained regarding the interpretation of lease provisions and the
      contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraisers best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraisers
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

================================================================================


                                      -44-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

      We certify that, to the best of our knowledge and belief:

1.    Paul R. Sullivan, MAI inspected the property, and John B. Rush, MAI,
      Manager, Valuation Advisory Services, has reviewed and approved the report
      and but did not inspect the property.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, Paul R. Sullivan, MAI and John B. Rush, MAI
      completed the requirements of the continuing education program of the
      Appraisal Institute.


/s/ Paul R. Sullivan
- -----------------------------------------
Paul R. Sullivan, MAI
State Certified Appraiser No. GA-000351-L


/s/ John B. Rush
- -----------------------------------------
John B. Rush, MAI
State Certified Appraiser No. GA-000331-L

================================================================================


                                      -45-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================

                                  LOCATION MAP
                                    PLOT PLAN
                                   RENT ROLLS
                                 INVESTOR SURVEY
                             IMPROVED PROPERTY SALES
                           APPRAISERS' QUALIFICATIONS

================================================================================


                                      -46-
                                                              CUSHMAN &
                                                              WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                [GRAPHIC OMITTED]



                                  Location Map
<PAGE>

                                [GRAPHIC OMITTED]


                                   Plot Plan
<PAGE>

                         10400 - 50 EAST SWEDESFORD ROAD
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
            PRIMARY/                                             ANNUAL
           SECONDARY SQUARE  LEASE  LEASE OPTION    MINIMUM     MINIMUM  OVERAGE CEILING BREAKPOINT            PRO RATA  % OF RENT
   TENANT    CODES    FEET   BEGIN   END  #/MOS     RENT/SF       RENT      %    (000,S)   (000,S) RECOVERIES SHARE BASE SUBJ TO CPI
   ------    -----    ----   -----   ---  -----     -------       ----      -    -------   ------- ---------- ---------- -----------
<S>                 <C>      <C>    <C>     <C>   <C>   <C>    <C>           <C>     <C>      <C>  <C>           <C> 
# 1           --    109,800  1/96   12/05   -           14.73  1,617,354     --      --       --   OPERATING     ZERO
DECISIONONE                                       1/98  15.26  1,675,548                            EXPENSES
                                                  1/99  15.81  1,735,938      
                                                  1/00  16.38  1,798,524      
                                                  1/01  16.96  1,862,208      
                                                  1/02  17.57  1,929,186      
                                                  1/03  18.20  1,998,360      
                                                  1/04  18.85  2,069,730      
                                                  1/05  19.53  2,144,394      
                    -------
                    109,800                              
                    =======                              
</TABLE>
<PAGE>

                         10401 - 52 EAST SWEDESFORD ROAD
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS

<TABLE>
<CAPTION>
                     PRIMARY/                                           ANNUAL
                    SECONDARY SQUARE   LEASE LEASE OPTION   MINIMUM     MINIMUM  OVERAGE  CEILING BREAKPOINT                   
     TENANT           CODES    FEET    BEGIN  END  #/MOS    RENT/SF       RENT      %     (000'S)   (000'S)      RECOVERIES    
     ------         --------- ------   ----- ----- ------   -------     -------  -------  ------- ----------      ----------   
<S>                      <C>  <C>     <C>   <C>     <C>    <C>          <C>         <C>    <C>        <C>    <C>               
#  1                     -    37,466  8/95  7/00    -           11.28   422,616     -      -           -     OPERATING EXPENSES
BELL ATLANTIC NET        -                                 8/97 11.78   441,349
                                                           8/98 12.28   460,082
                                                           8/99 12.78   478,815

#  2                     -     2,464  2/96  7/00    -           11.28    27,794     -      -           -     OPERATING EXPENSES
BELL ATLANTIC NET        -                                 8/97 11.78    29,026
                                                           8/99 12.28    30,258

#  3                     -     9,663  8/96  7/00    -           11.28   108,999     -      -           -     OPERATING EXPENSES
BELL ATLANTIC NET        -                                 8/97 11.78   113,830
                                                           8/98 12.28   118,662
                                                           8/99 12.78   123,493

#  4                     -    35,968  1/96  6/03    -           14.66   527,291     -      -           -     OPERATING EXPENSES
DECISIONONE CORP         -                                 1/98 15.19   546,354
                                                           1/99 15.73   565,777
                                                           1/00 16.30   586,278
                                                           1/01 16.88   607,140
                                                           1/02 17.49   629,080
                                                           1/03 18.11   651,381

#  5                     -    45,456  4/96  7/06    -           17.66   802,753     -      -           -     OPERATING EXPENSES
VANGUARD GROUP           -                                 4/98 17.90   813,662
                                                           4/99 18.15   825,026
                                                           4/00 18.40   836,390
                                                           4/01 18.66   848,209
                                                           4/02 18.92   860,028
                                                           4/03 19.18   871,846
                                                           4/04 19.46   884,574
                                                           4/05 19.74   897,301
                             -------
                             131,017
                             =======

<CAPTION>

                     PRO RATA     % OF RENT
     TENANT         SHARE BASE   SUBJ TO CPI
     ------         ----------   -----------
<S>                 <C>           <C> 
#  1                   ZERO
BELL ATLANTIC NET  
                   
                   
#  2                   ZERO
BELL ATLANTIC NET  
                   
#  3                   ZERO
BELL ATLANTIC NET  
                   
                   
#  4                   ZERO
DECISIONONE CORP   
                   
                   
                   
                   
                   
#  5                707,492
VANGUARD GROUP     
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                   OFFICE MARKET - URBAN/CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0   10.0
                              9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             13.0%    13.0%      --       --     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                      11       11       10       10       11       11       11       11       11       11       11     11
Average (%)                   9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             15.0%    15.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
Responses                       8        8        6        6        7        7        7        7        7        7        7      7
Average (%)                  10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             12.0%    12.0%      --       --     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                               --       --       --       --     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0   10.0
Responses                     8       8         7        7        9        9        9        9        9        9        9      9
Average (%)                   9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                             14.0%    14.0%      --       --     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0    7.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     6        6        5        5        6        6        6        6        6        6        6      6
Average (%)                  10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.6%     3.3%     3.9%     8.0    8.8

                            --------------------------------------------------------------------------------------------------------
Total Responses              33       33       28       28       33       33       33       33       33       33       33     33
Weighted Average (%)          9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             11.0%    11.0%      --       --     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                             l0.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.1%     9.1%    10.1%    l0.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     
                              8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0
Responses                    16       16       14       14       15       15       15       15       15       15       15     15
Average (%)                   8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                             12.0%    12.0%      --       --     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                              8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             10.0%    11.0%      --       --       --       --       --       --       --       --       --     --
                             10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0   10.0

Responses                    13       13       11       11       12       12       12       12       12       12       12     12
Average (%)                   9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%      --       --     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                              8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                             10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.0%    10.0%      --       --       --       --       --       --       --       --       --     -- 
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%      --       --     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0    7.0
                             10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0   10.0
                             11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0    7.0
                              9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%      --       --       --       --       --       --       --       --       --     --
                             12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0    2.0

Responses                    10       10        8        8        9        9        9        9        9        9        9      9
Average (%)                   9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              49       49       41       41       45       45       45       45       45       45       45     45
Weighted Average (%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   AUTUMN 1996 9
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                  INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10       10       10       10       10       10       10       10     10
Average (%)                   8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     7        7        7        7        7        7        7        7        7        7        7      7
Average (%)                   9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                  10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              25       25       25       25       25       25       25       25       25       25       25     25
Weighted Average (%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


10 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                          INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                              9.0%     9.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0   10.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        3        3        4        4        4        4        4        4        4      4
Average (%)                   9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0    5.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.5%    10.5%      --       --     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
Responses                     5        5        4        4        5        5        5        5        5        5        5      5
Average (%)                   9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2    9.4

                            --------------------------------------------------------------------------------------------------------
Total Responses              18       18       14       14       18       18       18       18       18       18       18     18
Weighted Average(%)           9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5    9.8
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties 

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 11
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0   10.0
                              9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                             10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     9        9        8        8        8        8        9        9        9        9        9      9
Average (%)                   9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                             10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.5%    10.5%      --       --       --       --       --       --       --       --       --     --

Responses                     6        6        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%    10.0%                        --       --       --       --       --       --       --     --
                             11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     7        7        5        5        5        5        6        6        6        6        6      6
Average (%)                   9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0   10.0
                             10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%    10.0%      --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                             11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        6        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

                            --------------------------------------------------------------------------------------------------------
Total Responses              28       28       22       22       22       22        26       26       26       26       26     26
Weighted Average (%)          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                   RETAIL MARKET - POWER CENTERS & "BIG BOX"
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                             10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0
                             10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0
                              9.0%     9.0%      --       --       --       --       --       --       --       --       --     --
                              9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0

Responses                     9        9        8        8        8        8        8        8        8        8        8      8
Average (%)                   9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                             10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     3        3        3        3        3        3        3        3        3        3        3      3
Average (%)                   9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                               --       --       --       --     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     2        2        2        2        3        3        3        3        3        3        3      3
Average (%)                   9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3   10.3

                            --------------------------------------------------------------------------------------------------------
Total Responses              17       17       16       16       17       17       17       17       17       17       17     17
Weighted Average (%)          9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


                                                                  AUTUMN 1996 13
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                               RETAIL MARKET - REGIONAL MALLS
- ------------------------------------------------------------------------------------------------------------------------------------

                              7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0   10.0
                              7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0   10.0
                              7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                              7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0   10.0

Responses                    10        9        9        9        9        9       10       10       10       10       10     10
Average (%)                   7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                              9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0    7.0
                              9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0   10.0

Responses                     5        4        4        4        4        4        5        5        5        5        5      5
Average (%)                   9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0    5.0
                             12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0   10.0
                             10.0%      --       --       --       --       --      3.0%     3.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0   10.0
                             13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0    3.0

Responses                     6        5        5        5        5        5        6        6        6        6        6      6
Average (%)                  10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

                            --------------------------------------------------------------------------------------------------------
Total Responses              26       22       22       22       22       22       26       26       26       26       26     26
Weighted Average (%)          9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9
                            --------------------------------------------------------------------------------------------------------
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------

                              8.5%    10.0%     9.0%    10.5%      --       --       --       --      3.5%     3.5%     1.0    1.0
                              8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0   10.0
                              9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0    7.0
                              8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              8.5%     9.0%     8.5%     9.0%      --       --      3.0%     3.5%     3.0%     3.5%    10.0   10.0
                              8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                    10       10       10       10        8        8        9        9       10       l0       l0     10
Average (%)                   8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - LEASED ASSET
- ------------------------------------------------------------------------------------------------------------------------------------

                              9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0   10.0
                              9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0   10.0
                              9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     5        5        5        5        5        5        5        5        5        5        5      5
Average (%)                   8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS A - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                     4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

- ------------------------------------------------------------------------------------------------------------------------------------
CLASS B - VALUE ADDED
- ------------------------------------------------------------------------------------------------------------------------------------

                             12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0   10.0
                              8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0   11.0
                              8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0    5.0
                              9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0   10.0

Responses                      4        4        4        4        4        4        4        4        4        4        4      4
Average (%)                   9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0

Total Responses              23       23       23       23       21       21       22       22       23       23       23     23
Weighted Average (%)          9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3
</TABLE>

      "Leased Asset" refers to predominantly "passive" investments involving
      substantially leased Properties

      "Value Added" denotes properties which require more active management due
      to leasing issues and/or additional capital investment for physical
      issues


                                                                  AUTUMN 1996 15
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   CAPITALIZATION RATES             INTERNAL                 GROWTH RATES         TYPICAL PROJECTION
                                GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES      PERIOD (YEARS)
                          ----------------------------------------------------------------------------------------------------------
                              LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW      HIGH     LOW      HIGH    LOW    HIGH
                          ----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>     <C>    <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   
Urban/CBD                     9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1    9.2

   Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5    9.5
   Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3    9.7
   Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6    8.9
   Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0    8.8

Suburban                      9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0    8.8

   Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9    9.7
   Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6    9.6
   Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2    8.0
   Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2    8.0

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Warehouse/Distribution        9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6   10.2

   Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8   10.1
   Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7   10.1
   Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5   10.3
   Class 8 - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5   10.3

Business Parks                9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3    9.6

   Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7
   Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7    8.7

0ther Industrial/
  Manufacturing               9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8   10.3

   Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5   10.0
   Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5
   Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

Neighborhood & Community
  Centers                     9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7    9.3

   Class A - Leased Asset     9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9    9.4
   Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0    9.6
   Class A -  Value Added     9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5    9.0
   Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5    9.0

Power Center & "Big Box"      9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3   10.3

   Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1   10.1
   Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3   10.3
   Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3   10.3
   Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3   10.3

Regional Malls                9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8    8.9

   Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1    9.6
   Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6    8.6
   Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2    9.2
   Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2    8.2

Specialty Retail              9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0   10.5

   Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7   10.3
   Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5   10.5
   Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5   10.5

- ------------------------------------------------------------------------------------------------------------------------------------
RESIDENTIAL
- ------------------------------------------------------------------------------------------------------------------------------------

Apartments                    9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4    9.3

   Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4    8.9
   Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6   10.2
   Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
   Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8    9.0
</TABLE>


16 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------

                       Single-Tenant NNN Leased Properties
                          (Excludes "Bondable" Leases)

                         Minimum No.  Going-In Cap Rate  Internal Rate of Return
                          of Years     Low       High       Low        High
                                      
Investment Grade Tenant               
- --------------------------------------------------------------------------------
                             4.0        9.0%      9.0%      10.0%      12.0%
                      ----------------------------------------------------------
                            10.0        8.0       9.0       10.5       11.5
                      ----------------------------------------------------------
                             5.0       10.5      10.5       13.0       13.0
                      ----------------------------------------------------------
                            10.0        9.0      10.5       13.0       15.0
                      ----------------------------------------------------------
                            10.0        8.5       9.0       10.5       12.0
                      ----------------------------------------------------------
                            10.0        9.5      10.0       10.5       11.5
                      ----------------------------------------------------------
                            10.0        8.5      11.0       10.8       12.0
                      ----------------------------------------------------------
                            10.0        9.5       9.5       11.0       11.0
                      ----------------------------------------------------------
                            20.0        9.0       9.0        N/A        N/A
                      ----------------------------------------------------------
                            10.0        8.0      10.0        N/A        N/A
- --------------------------------------------------------------------------------
Responses                   10.0       10.0      10.0        8.0        8.0
Average                      9.9        9.0%      9.8%      11.2%      12.3%
                                      
                                    
Non-Investment Grade 
  Tenant
- --------------------------------------------------------------------------------
                             4.0        9.5%      9.5%      10.5%      13.0%   
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.5       12.5    
                      ----------------------------------------------------------
                             5.0       13.0      13.0       15.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.0      12.0       17.0       20.0    
                      ----------------------------------------------------------
                            10.0        9.0      10.0       11.0       13.0    
                      ----------------------------------------------------------
                            10.0       11.0      12.0       13.0       15.0    
                      ----------------------------------------------------------
                            10.0       10.5      10.5       13.0       13.0    
                      ----------------------------------------------------------
                            20.0       11.0      11.0       N/A        N/A     
                      ----------------------------------------------------------
                            10.0       10.0      12.5       N/A        N/A     
                      ----------------------------------------------------------
Responses                    9.0        9.0       9.0        7.0        7.0    
Average                      9.9       10.3%     11.2%      13.0%      14.5%   


                                                                  AUTUMN 1996 17
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
LUXURY
- ------------------------------------------------------------------------------------------------------------------------------------

               8.0%  8.0% 10.0%  10.0%  18.0%  18.0%  25.0%  25.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  5.0%  5.0%
               7.0%  7.0% 10.0%  10.0%  15.0%  15.0%  20.0%  20.0%  7.0%  7.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               6.0%  9.5% 10.0%  10.0%  12.0%  15.0%  15.0%  18.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   2.0%   4.0%  4.0%  4.0%
               8.0% 11.0%  8.5%  12.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               --    --   11.0%  13.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   3.0%   3.0%  4.0%  4.0%
               6.0%  8.0% 10.0%  12.0%  13.0%  14.0%  20.0%  22.0%  3.0%  4.0%   3.0%   4.0%   5.0   5.0   2.0%   3.0%  4.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%

Responses      7     7     8      8      8      8      8      8     8     8      8      8      8     8     8      8     8     8
Average (%)    7.5%  9.3%  9.8%  10.9%  14.5%  15.3%  19.5%  20.1%  4.1%  4.3%   3.8%   3.9%   6.5   6.9   2.8%   3.3%  4.1%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
FIRST CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

               9.0%  9.0% 11.0%  11.0%  12.0%  12.0%  20.0%  20.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              10.0% 10.0% 10.0%  10.0%  --     --     13.0%  13.0%  3.0%  3.0%   3.0%   3.0%  10.0  10.0   3.0%   3.0%  4.0%  5.0%
               9.0%  9.0% 11.0%  11.0%  14.0%  14.0%  18.0%  18.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  20.0%  18.0%  22.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               7.0%  9.0% 10.0%  11.0%  11.5%  12.0%  14.0%  16.0%  4.0%  5.0%   3.0%   4.0%   5.0   5.0   2.5%   2.5%  5.0%  5.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
               9.0%  9.0% 10.5%  10.5%  21.0%  21.0%  14.0%  14.0%  4.0%  4.0%   3.0%   3.0%   7.0   7.0   3.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 11.0%  11.0%  --     --     --     --     3.5%  3.5%   3.5%   3.5%   5.0  10.0   2.0%   3.0%  4.0%  4.0%
              10.0% 10.0%  9.0%   9.5%  19.0%  19.0%  15.0%  15.0%  8.0%  8.0%   6.0%   6.0%  --    --     2.5%   2.5%  4.0%  4.0%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   3.5%   3.5%  4.0%  4.0%
              10.5% 10.5% 10.5%  10.5%  13.5%  13.5%  --     --     3.5%  3.5%   3.5%   3.5%  10.0  10.0   3.0%   3.0%  5.0%  5.0%
               8.0% 12.0%  8.0%  10.0%  15.0%  15.0%  20.0%  20.0%  4.0%  4.0%   4.0%   4.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
Responses     13    13    13     13     11     11     11     11    13    13     13     13     12    12    13     13    13    13
Average (%)    9.3% 10.5% 10.4%  10.9%  15.8%  16.5%  17.3%  17.8%  4.2%  4.3%  3.7%   3.8%   6.6   7.3   2.8%   3.1%   4.2%  4.3%

- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  18.0%  18.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.0%  11.0%  13.0%  13.0%  17.0%  17.0%  6.0%  6.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.5% 11.0% 11.0%  11.0%  15.0%  18.0%  17.0%  20.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   2.0%   3.0%  4.0%  4.0%
              10.0% 12.0% 10.5%  13.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
               9.5%  9.5% 10.5%  10.5%  15.0%  15.0%  18.0%  18.0%  4.5%  4.5%   4.0%   4.0%  10.0  10.0   3.5%   3.5%  4.0%  4.0%
Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.0% 10.7% 11.0%  11.5%  14.2%  15.2%  18.0%  18.6%  4.2%  4.2%   3.7%   3.7%   6.4   7.0   2.9%   3.1%  4.0%  4.0%


              ----------------------------------------------------------------------------------------------------------------------
Total
Responses     25    25    26     26     24     24     24     24    26    26     26     26     25    25    26     26    26    26
Weighted
Average (%)    8.9% 10.1% 10.4%  11.1%  14.8%  15.7%  18.3%  18.8%  4.2%  4.3%   3.7%   3.8%   6.5   7.0   2.9%   3.2%  4.1%  4.2%
              ----------------------------------------------------------------------------------------------------------------------
</TABLE>

      *as percent of total revenues


18 REAL ESTATE OUTLOOK
<PAGE>

- --------------------------------------------------------------------------------
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY 
                                                                   - AUTUMN 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                CAPITALIZATION RATES BLENDED INTERNAL EQUITY INTERNAL     GROWTH RATES    TYPICAL PROJECTION MANAGEMENT RESERVES FOR
                GOING-IN    TERMINAL   RATE OF RETURN RATE OF RETURN  INCOME      EXPENSES   PERIOD (YEARS)   FEES*     REPLACEMENT*
              ----------------------------------------------------------------------------------------------------------------------
               LOW   HIGH  LOW    HIGH   LOW    HIGH   LOW    HIGH  LOW   HIGH   LOW    HIGH   LOW   HIGH  LOW    HIGH  LOW   HIGH
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>   <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>   <C>   <C>    <C>   <C>   <C> 
- ------------------------------------------------------------------------------------------------------------------------------------
MID-RATE                                                                                                    HOTEL - LIMITED SERVICE
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              12.0% 12.0% 12.0%  12.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               8.0% 10.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   2.0%   2.0%   5.0   5.0   3.0%   4.0%  4.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%
              10.0% 13.0% 12.0%  13.0%  25.0%  25.0%  20.0%  20.0%  3.5%  4.0%   3.5%   4.0%   5.0   5.0   4.0%   4.0%  5.0%  5.0%

Responses      6     6     6      6      6      6      6      6     6     6      6      6      6     6     6      6     6     6
Average (%)   10.3% 11.5% 11.5%  12.1%  15.7%  16.5%  17.5%  17.8%  3.5%  3.6%   3.7%   3.8%   6.2   6.7   3.3%   3.5%  4.3%  4.4%

- ------------------------------------------------------------------------------------------------------------------------------------
ECONOMY
- ------------------------------------------------------------------------------------------------------------------------------------

              10.0% 10.0% 12.0%  12.0%  15.0%  15.0%  15.0%  15.0%  4.0%  4.0%   5.0%   5.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
              13.0% 13.0% 13.0%  13.0%  13.0%  13.0%  17.0%  17.0%  3.0%  3.0%   4.0%   4.0%   5.0   5.0   3.0%   3.0%  4.0%  4.0%
               9.0% 11.0% 10.0%  10.0%  12.0%  15.0%  14.0%  16.0%  3.0%  3.0%   3.0%   3.0%   5.0   5.0   4.0%   5.0%  5.0%  5.0%
              11.0% 13.0% 11.5%  14.0%  13.0%  15.0%  20.0%  20.0%  3.5%  3.5%   3.5%   3.5%   7.0  10.0   3.0%   3.0%  4.0%  4.0%
              11.0% 11.0% 11.8%  11.8%  16.0%  16.0%  19.0%  19.0%  4.0%  4.0%   4.0%   4.0%  10.0  10.0   4.0%   4.0%  4.5%  4.5%

Responses      5     5     5      5      5      5      5      5     5     5      5      5      5     5     5      5     5     5
Average (%)   10.8% 11.6% 11.7%  12.2%  13.8%  14.8%  17.0%  17.4%  3.5%  3.5%   3.9%   3.9%   6.4   7.0   3.4%   3.6%  4.3%  4.3%

Total
Responses     11    11    11     11     11     11     11     11    11    11     11     11     11    11    11     11    11    11
Weighted
Average(%)    10.6% 11.6% 11.6%  12.1%  14.7%  15.7%  17.3%  17.6%  3.5%  3.5%   3.8%   3.8%   6.3   6.8   3.4%   3.6%  4.3%  4.4%
</TABLE>

      *as percent of total revenues


                                                                  AUTUMN 1996 19
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-1                                                Sale

Building Name:                                     280 King of Prussia Road

Location:                                          280 King of Prussia Road
                                                   Radnor Twp., Delaware, PA

Parcel Number:                                     15-026-000

Grantor:                                           Radnor Blue Devils Assoc.

Grantee:                                           Wyeth Laboratories, Inc.

Date of Sale:                                      01/16/96

Recording Data:                                    Deed Book 1435 Page 320

Physical Description:

  Land Area:                                       6.70 Acres
  Gross Building Area:                             65,000 Square Feet
  Net Rentable Area:                               65,000 Square Feet
  Year Built:                                      1981
  Occupancy at Sale:                               100 %
  Parking:                                         Surface parking for 262 cars
  Quality:                                         Average
  Construction:                                    Brick & steel
  Zoning:                                          Office
  Stories:                                         3

Sale Price:                                        $8,400,000

Terms of Sale:                                     Cash to seller

Sale Price/Square Foot (GSF):                      $129.23

Sale Price/Square Foot (RSF):                      $129.23

COMMENTS:

      280 King of Prussia Road is a three story, brick and steel frame office
building situated on an approximate 6.7 acre site. Constructed in 1981, the
building was considered in average condition at the time of sale.

      The buyer, Wyeth Laboratories, was a tenant in the building at the time of
sale. Wyeth was considered motivated to acquire the building due to its
extensive presence in the Radnor area and occupies two contiguous
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-1 Continued
  buildings.

Confirmation Data:
  By:                                             BROKER
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

I-2                                      Sale

Building Name:                           150 Monument Road

Location:                                150 Monument Road
                                         Bala Cynwyd
                                         Lower Merion Twp., Montgomery, PA

Parcel Number:                           40-002H-1 12

Grantor:                                 Monument Development Assoc.

Grantee:                                 Monument Road, Inc. (RREEF)

Date of Sale:                            08/08/96

Recording Data:                          Book 5157, Page 1860

Physical Description:

 Land Area:                              7.74 Acres
 Gross Building Area:                    149,000 Square Feet
 Net Rentable Area:                      133,166 Square Feet
 Year Built:                             1981
 Occupancy at Sale:                      94 %
 Parking:                                Surface for 481 cars
 Quality:                                Average
 Construction:                           Masonry and steel
 Zoning:                                 Residential w/ variance
 Stories:                                6

Sale Price:                              $15,000,000

Terms of Sale:                           Cash to seller.

Economic Indicators:
 Net Operating Income:                   $1,645,000            Buyer's Proforma
 Net Cash Flow:                          $1,429,000            Buyer's Proforma

Appraisal Indicators:
 Overall Rate (OAR):                     10.97%

Sale Price/Square Foot (GSF):            $100.67

Sale Price/Square Foot (RSF):            $112.64

COMMENTS:
  150 Monument Road is a six story, multi-tenant office
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================



1-2 Continued

building located in the Bala Cynwyd section of suburban Philadelphia,
approximately five miles to Center City and in close proximity to 1-76.

      The buyer projects strong rental growth in this market due to constrained
supply. Additionally, about 50% of the tenants within the building are subject
to gross leases while the remainder are sub-metered for electric. The buyer
expects to convert the gross leases to plus electric leases thereby increasing
income levels further.

      It is noted that the net rentable area includes approximately 9,972 square
feet of storage space.

Confirmation Data:
  By:                                         BROKER
  With:                                       Flynn Co.
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-3                                  Sale

Building Name:                       Walnut Grove Corporate Center

Location:                            One Walnut Grove Drive
                                     Horsham Township
                                     Montgomery County, PA

Parcel Number:                       36-060-077

Grantor:                             LC/N Horsham Partnership 11

Grantee:                             Liberty Property Limited
                                     Partnership

Date of Sale:                        12/30/96

Physical Description:

 Land Area:                          6.92 Acres
 Gross Building Area:                84,350 Square Feet
 Net Rentable Area:                  81,846 Square Feet
 Year Built:                         1989
 Occupancy at Sale:                  75 %
 Parking:                            On-site
 Quality:                            Good
 Construction:                       Masonry & Steel
 Zoning:                             1-2 Light Manufacturing
 Stories:                            3

Sale Price:                          $9,114,000

Terms of Sale:                       Cash to Seller

Economic Indicators:
 Net Operating Income:               $984,000                  Buyer's Pro forma

Appraisal Indicators:
 Overall Rate (OAR):                 10.80%

Sale Price/Square Foot (GSF):        $108.05

Sale Price/Square Foot (RSF):        $111.36

COMMENTS:

Constructed in 1989, this three story, Class A office building is situated at
the corner of Walnut Grove Drive and Dresher Road in Horsham Township. The
agreed upon
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-3 Continued
purchase price is $9,000,000. In confiming the sale, the buyer's representative
indicated that they were spending $114,000 in necessary repairs, increasing the
economic investment to $9,114,000.

Confirmation Data:
  By:                                       BUYER
  With:                                     H. Buzzard (Liberty)
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-4                                             Sale

Building Name:                                  Airport Business Center

Location:                                       Route 291 and 1-95
                                                Essington
                                                Delaware County, PA

Grantor:                                        Henderson/Tinucum L.P. and
                                                International Court I, II, III

Grantee:                                        Cali Airport Realty Associates

Date of Sale:                                   12/17/96

Recording Data:                                 Deed Book 1545 Page 1636

Physical Description:

  Land Area:                                    32.15 Acres
  Net Rentable Area:                            371,000 Square Feet
  Occupancy at Sale:                            90 %
  Parking:                                      Adequate
  Quality:                                      Good
  Construction:                                 Masonry
  Stories:                                      3

Sale Price:                                     $43,000,000

Terms of Sale:                                  Cash to seller

Economic Indicators:
  Net Operating Income:                         $4,300,000         Estimate

Appraisal Indicators:
  Overall Rate (OAR):                           10%

Sale Price/Square Foot (RSF):                   $115.90

COMMENTS:

This property consist of a group of three and four story concrete office
buildings built in the 1980's.The property is located near the Delaware
Expressway and Philadelphia International Airport.

Confirmation Data:
  By:                                            BROKER
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================

1-4 Continued
With:                                           Steve Coyle-JC
<PAGE>

                                                            OFFICE BUILDING SALE
================================================================================


1-5                                               Sale

Building Name:                                    Westlake Corporate Center

Location:                                         Westlakes Drive
                                                  Tredyffrin Township
                                                  Chester County, PA

Grantor:                                          Beacon Properties Corp.

Grantee:                                          Cali Realty Corp.

Date of Sale:                                     05/01/97

Physical Description:

 Land Area:                                       52.96 Acres
 Net Rentable Area:                               444,293 Square Feet
 Occupancy at Sale:                               97 %
 Parking:                                         adequate
 Quality:                                         Good
 Construction:                                    Masonry
 Stories:                                         3

Sale Price:                                       $72,500,000

Terms of Sale:                                    Cash to seller

Economic Indicators:
 Net Operating Income:                            $6,525,000          Estimate

Appraisal Indicators:
 Overall Rate (OAR):                              9.0%

Sale Price/Square Foot (RSF):                     $163.18

COMMENTS:
This property consists of four, three story modern office buildings in the
Westlakes Corporate Center which is considered one of the premier office
developments in suburan Philadelphia. The improvements were built between 1988
and 1990 and were in good condition.

Confirmation Data:
 By:                                              BROKER
 With:                                            Steve Coyle-JC
<PAGE>

                                              QUALIFICATIONS OF PAUL R. SULLIVAN
================================================================================

Professional Affiliations

            Member, Appraisal Institute (MAI Designation #5978)
            Delaware Certified General Appraiser (Certificate
            #Xl-0000066) Maryland Certified General Appraiser
            (Certificate #10322) New Jersey Certified General
            Appraiser (Certificate #RG 08080) Ohio Certified General
            Appraiser (Certificate #392817) Pennsylvania Certified
            General Appraiser (Certificate #GA-000351-L)
            International Right-of-Way Association (Associated
            Member) Pennsylvania Real Estate Broker (License #AB-023914-A)

Real Estate Experience

            Senior Appraiser, Cushman & Wakefield Valuation Advisory
            Services Group, specializing in commercial, industrial
            and special use real estate appraisal and investment
            counseling. Cushman & Wakefield is an international full
            service real estate organization and a Rockefeller Group
            Company.

            Senior Appraiser, Reaves C. Lukens Company of
            Philadelphia, Pennsylvania, specializing in the
            appraisal of a wide variety of real properties from
            January, 1974 to June, 1982.

            Proprietor, Paul R. Sullivan Company of Philadelphia,
            Pennsylvania, specializing in the appraisal of
            commercial and industrial real estate on a sub-contract
            basis from February, 1973 to December, 1973.

            Staff Appraiser, Bart F. Brigidli Company, Inc. of Glenside,
            Pennsylvania, specializing in eminent domain appraisal assignments
            from January, 1972 to January, 1973.

            Staff Appraiser, Jackson-Cross Company of Philadelphia,
            Pennsylvania, participating in the preparation of real
            estate appraisals from August, 1967 to December, 1971.

Formal Education

            University of Pennsylvania, Philadelphia, Pennsylvania
              Wharton School of Commerce and Finance
              Bachelor of Business Administration - 1976

            Appraisal Institute, Chicago, Illinois
              Required Courses of Study Leading to the MAI Designation
              Various Lectures and Seminars for Continuing Education Credits

            Board of Realtors, Philadelphia, Pennsylvania
              Required Courses of Study for State Licensure

Court Testimony

            Qualified as expert witness in U.S. Bankruptcy Court,
            Philadelphia and Camden, New Jersey courts and before
            various tax appeal boards.
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY * NOTIFY AGENCY WITHIN 10 DAYS OF ANY 
CHANGE
- --------------------------------------------------------------------------------
                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER


Certificate Number      Certificate Date       Issued          Expires

GA-000351-L             SEP 20 1991            APR 22 1997     JUN 30 1999

    [Seal of the Bureau of Professional and Occupational Affairs, Department
                                    of State]



/s/ Paul Robert Sullivan                   Issued To:
- -----------------------------
Signature                                  PAUL ROBERT SULLIVAN
                                           45 DAYTONA AVENUE
/s/ Dorothy Childress                      SEWELL, NJ 08080
- -----------------------------
Commissioner of Professional
and Occupational Affairs

- --------------------------------------------------------------------------------
ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================
<PAGE>

                                                  QUALIFICATIONS OF JOHN B. RUSH
================================================================================

Professional Affiliations

            Member, Appraisal Institute (MAI Designation #7261)
            Delaware Certified General Appraiser (Certificate #X1-0000051) 
            Maryland Certified General Appraiser (Certificate #10041) 
            New Jersey Certified General Appraiser (Certificate #RG 00808) 
            Pennsylvania Certified General Appraiser (Certificate #GA-000331-L)
            Pennsylvania Real Estate Broker (License #ABO43144A)
            Affiliate, Tri-State Commercial & Industrial Association
            of Realtors Associate, Urban Land Institute (Associate #164089)

Real Estate Experience

            Director of Cushman & Wakefield of Pennsylvania, Inc. and Manager of
            its Valuation Advisory Services Department in Philadelphia. Cushman
            & Wakefield is an international full service real estate
            organization and a Rockefeller Group Company.

            Senior Appraiser, Cushman & Wakefield Appraisal Division,
            specializing in commercial and industrial real estate appraisal and
            investment counseling throughout the nation from January, 1980 to
            September, 1985.

            Staff Appraiser, Boyle/Helbig Realty, Inc. of Philadelphia,
            Pennsylvania, specializing in commercial and industrial real estate
            appraisal and investment counseling throughout a wide geographic
            area from December, 1977 to December, 1979.

            Associate, Michael Singer Real Estate Company of Philadelphia,
            Pennsylvania, specializing in the investment, leasing and management
            of local commercial and residential real estate from June, 1975 to
            December, 1977.

Formal Education

            Drexel University, Philadelphia, Pennsylvania Master of Business
            Administration - 1982

            Saint Joseph's College, Philadelphia, Pennsylvania Bachelor of Arts
            - 1975

            Appraisal Institute, Chicago, Illinois Required Courses of Study
            Leading to the MAI Designation
            Various Lectures and Seminars for Continuing Education Credits

            Board of Realtors, Philadelphia, Pennsylvania Required Courses of
            Study for State Licensure
<PAGE>

                                                  Qualifications of John B. Rush
================================================================================

Qualified Expert Witness

            United States Bankruptcy Court,
            Eastern District of Pennsylvania

            United States Bankruptcy Court,
            Middle District of Pennsylvania

            Court of Common Pleas
            Dauphin County, Pennsylvania

            Board of Assessment Appeals
            Bucks County, Pennsylvania

            Board of Revision of Taxes
            City of Philadelphia

            Board of Tax Review
            City of Philadelphia

            Board of Assessment Appeals
            Dauphin County, Pennsylvania
<PAGE>

================================================================================
DISPLAY THIS CERTIFICATE PROMINENTLY * NOTIFY AGENCY WITHIN 10 DAYS OF ANY 
CHANGE
- --------------------------------------------------------------------------------
                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. BOX 2649, Harrisburg, PA 17105-2649

                                 Classification

                               GENERAL APPRAISER


Certificate Number      Certificate Date       Issued          Expires

GA-000331-L             SEP 10 1991            MAY 15 1995     JUN 30 1997

    [Seal of the Bureau of Professional and Occupational Affairs, Department
                                    of State]



/s/ John B. Rush                           Issued To:
- -----------------------------
Signature                                  JOHN BENJAMIN RUSH
                                           325 POWDER HORN ROAD
/s/ Dorothy Childress                      FORT WASHINGTON, PA 19034
- -----------------------------
Commissioner of Professional
and Occupational Affairs

- --------------------------------------------------------------------------------
ALTERATION OF THIS DOCUMENT IS A CRIMINAL OFFENSE UNDER 18 PA.C.S.ss.4911
================================================================================




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>


                           COMPLETE APPRAISAL OF
                           REAL PROPERTY

                           Four-Story Commercial Building
                           1511-1515 Third Avenue
                           New York, New York




                                    CUSHMAN &
                                  WAKEFIELD(R)
                          ---------------------------
                          VALUATION ADVISORY SERVICES
                          ---------------------------


<PAGE>

                            --------------------------------------------
                            COMPLETE APPRAISAL OF
                            REAL PROPERTY

                            Four-Story Commercial Building
                            1511-1515 Third Avenue
                            New York, New York
                            --------------------------------------------


                            IN A SUMMARY REPORT
                            As of August 1, 1995

                            Prepared For:

                            GMAC Commercial Mortgage Corporation
                            650 Dresher Road
                            Horsham, PA 19044-8015




                            Prepared By:

                            Cushman & Wakefield, Inc.
                            Valuation Advisory Services
                            51 West 52nd Street, 9th Floor
                            New York, New York 10019-6178


<PAGE>


Cushman & Wakefield, Inc.                                              CUSHMAN &
51 West 52nd Street                                                 WAKEFIELD(R)
New York,  NY 10019-6178                             ---------------------------
(212) 841-7500                                       VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                                         Improving your place
                                                             in the world.

August 5, 1996

Mr. Dan Kesich
GMAC COMMERCIAL MORTGAGE CORPORATION
P.O. Box 1015
650 Dresher Road
Horsham, PA 19044-8015

RE:   Appraisal of Real Property
      Four-Story Commercial Building
      1511-1515 Third Avenue
      New York, New York

Dear Mr. Kesich:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of New York, Inc. is pleased to transmit our summary report
estimating the market value of the leased fee estate in the referenced property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We specifically call your
attention to the following special assumptions:

     1    We were provided a preliminary site plan, as well as a legal
          description which details the total land areas of the property.
          However, an as-built survey was not provided.

     2.   We were not provided any documentation stating the gross building area
          of the building. Our estimates of the gross building area was based
          upon the actual lease documents, as well as the Sanborn Manhattan Land
          Book.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.


<PAGE>


Cushman & Wakefield, Inc.

Mr. Dan Kesich
GMAC Commercial Mortgage Corporate        -2-                     August 5, 1996


     The property was inspected by and the report was prepared by Robert S.
Nardella. Travis W. Walsh, MAI, CRE has reviewed the report and is in
concurrence with the findings herein.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of August
1, 1996 was:

                             SIXTEEN MILLION DOLLARS
                                   $16,000,000

     The preceding estimate of market value are based upon a forecasted
marketing period of approximately 12 months, which we believe (through a review
of recent commercial building sale activity, as well as with conversations with
local brokers) is reasonably representative for this product type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD, INC.

/s/ Robert S. Nardella
Robert S. Nardella
Director
Valuation Advisory Services



/s/ Travis W. Walsh
Travis W. Walsh, MAI, CRE
Director
Valuation Advisory Services

RSN:TWW:do


<PAGE>


                                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Location:                              The subject property is located at the
                                       northeast corner of Third Avenue and East
                                       85th Street. The street address is
                                       1511-1515 Third Avenue, New York, New
                                       York.

Block/Lot:                             1531/1

Interest Appraised:                    Leased fee estate

Date of Value:                         August 1, 1996

Date of Inspection:                    July 29, 1996

Ownership:                             SKW II Real Estate LP

Land Area:                             .2358 acres or 10,270 square feet

1996/97 Property Assessment            Transitional                Actual
                                       ------------                ----------
     Land:                             $ 1,935,000                 $1,935,000
     Building:                         $ 1,681,600                 $2,250,000
                                       -----------                 ----------
      Total:                           $ 3,616,600                 $4,185,000
                                      
1996 Estimated Ad Valorem Taxes:       $368,805

Zoning:                                C2-8A Local Service (8,355+/- SF)
                                       R8B General Residence (1,915+/- SF)

Highest and Best Use
     If Vacant                         Residential development with ground
                                       floor commercial space, built to its
                                       maximum potential given the applicable
                                       zoning restrictions.

     As Improved:                      As currently developed as a four-story
                                       commercial building. The existing
                                       improvements add significant
                                       contributory value to the site, with
                                       there being potential for the eventual
                                       transfer of development rights to the
                                       adjacent site to the north.

Improvements
     Type:                             A 4-story, plus basement, commercial
                                       building of steel and concrete frame.
                                       The exterior of the building is a
                                       mixture of granite and common brick.

     Year Built/Renovated:             1914/1989/1996


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

     Size
          Gross Building Area:          44,730 square feet
          Net Rentable Area:            55,000 square feet

     Condition:                         Very Good

Operating Data and Forecasts

     Current Occupancy:                 100.0%

     Forecasted First Year Occupancy    100.0%

     Average Annual Rental Rate
          Actual:                       $34.73 per net rentable square foot

     Operating Expenses
          Forecasted (FY 1997):         $7.84 per net rentable square foot

Value Indicators
     Sales Comparison Approach:         $15,900,000 ($289.09 per square foot of
                                        net rentable area)

     Income Approach:                   $16,000,000 ($290.91 per square foot of
                                        net rentable area)

Discounted Cash Flow Assumptions
     Market Rental Growth Rate:         3.5%

     Expense Growth Rate:               3.5%

     Credit Loss Allowance:             5.0%
     Terminal Capitalization Rate:      10.0%
     Cost of Sale at Reversion:         4.0%
     Discount Rate:                     11.5%
     Implicit Year 1 Overall
       Capitalization Rate:             9.0%

Value Conclusion
     As Is Value Estimate:              $16,000,000

Resulting Indicators
     Going-in Capitalization Rate
        (Overall Capitalization Rate):  9.0%

     Price Per Square Foot
          (Area):                       $290.91

Estimated Marketing Time:               12 months or less


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Special Assumption:                     1)   We were provided a preliminary site
                                             plan, as well as a legal
                                             description which details the total
                                             land areas of the property.
                                             However, building plans were not
                                             provided which details the existing
                                             improvements, as well as the
                                             additional building area which was
                                             constructed as part of the Equinox
                                             space on the third and fourth
                                             floors. The gross building area has
                                             been estimated after reviewing the
                                             actual lease documents as well as
                                             the Sanborn Manhattan Land Map. If
                                             building plans are subsequently
                                             provided which indicate building
                                             areas which are differed then those
                                             referenced in this report, are
                                             reserve the right to amend our
                                             value conclusions.

                                        2)   This appraisal assumes that the
                                             construction of the Equinox space
                                             is completed in a timely manner
                                             with good quality workmanship.

                                        3)   It should strongly be noted that
                                             the excess development rights of
                                             45,480+/- square feet referenced in
                                             this report are merely estimated.
                                             We recommend a zoning specialist be
                                             retained in order to more precisely
                                             determine the amount of excess
                                             development rights which exist at
                                             the subject property.

                                        4)   Please refer to the complete list
                                             of Assumptions and Limiting
                                             Conditions contained at the end of
                                             this report.


<PAGE>


                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================



                               [GRAPHIC OMITTED]
                                     [PHOTO]







              A northeasterly view of the subject property looking
                              across Third Avenue.








                               [GRAPHIC OMITTED]
                                     [PHOTO]





      A view of East 85th Street looking east; the subject is on the left.


<PAGE>


                                       Photographs of the Subject Property
================================================================================



                               [GRAPHIC OMITTED]
                                     [PHOTO]







         A northerly view of Third Avenue, the subject is on the right.






                                [GRAPHIC OMITTED]
                                     [PHOTO]






                            A view of the GAP space.


<PAGE>


                                         Photographs of the Subject Property
================================================================================





                                [GRAPHIC OMITTED]
                                     [PHOTO]






              A view of the new Equinox space on the fourth floor.








                               [GRAPHIC OMITTED]
                                     [PHOTO]






                 A view of the Equinox space on the third floor.


<PAGE>


                                                        TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ..............................................................    1

NEIGHBORHOOD ANALYSIS .....................................................    4

NEW YORK CITY RETAIL MARKET ANALYSIS ......................................    6

PROPERTY DESCRIPTION ......................................................   14
     Improvements Description .............................................   14

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   16

ZONING ....................................................................   18

HIGHEST AND BEST USE ......................................................   19

VALUATION PROCESS .........................................................   21

SALES COMPARISON APPROACH .................................................   23

INCOME APPROACH ...........................................................   27

RECONCILIATION AND FINAL ESTIMATE OF VALUE ................................   55

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   57

CERTIFICATION OF APPRAISAL ................................................   59

ADDENDA ...................................................................   60

        Comparable Sale Abstracts
        Project Assumptions
        Cushman & Wakefield Investor Survey
        Qualifications of Appraisers


<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property is a 4-story, plus basement commercial building which
is situated at the northeast corner of Third Avenue and East 85th Street in the
City of New York, Manhattan, New York. The building contains an above grade
gross building area of approximately 44,730 square feet and a net rentable area
of 55,000 feet. The property is identified as Block 1531, Lot 1 on the tax maps
of the borough of Manhattan. The building was originally constructed in 1914,
and was partially renovated 1989 prior to the commencement of the Gap lease. The
2nd, 3rd and 4th floors are currently being completely renovated to include a
new building installation for a health club use. The building is 100 percent
occupied by the Gap which occupies the basement and first floor, and Equinox
Fitness Center which will take occupancy of the 2nd, 3rd and 4th floor in
September 1996.

Property Ownership and Recent History

     On July 1, 1988, 1511 Third Avenue Real Estate Co. LID purchased the
subject property for a stated purchase price of $13,000,000. Most recently, SKW
11 Real Estate Co. LP took control of the property on May 2, 1995. Ownership of
the property was transferred to the new entity pursuant to a bankruptcy plan. As
stated, the building will be 100 percent occupied by The Gap on the basement and
first floor, and Equinox Fitness Club on the second through fourth floors. The
Gap has been in occupancy since November 1990 and Equinox will take occupancy in
September 1996.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the interior and exterior of the building with Frank
          Tatulli of the Galbreath Company, the management company;

     o    Reviewed the leases for The Gap and Equinox 85th Street, Inc.;

     o    Reviewed a history of the income and expenses and a budget forecast
          for 1996, including the budget for planned capital expenditures and
          repairs;

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at similar buildings including interviews with
          on-site managers and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot, and capitalization rates.
          This process involved telephone interviews with sellers, buyers and/or
          participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

================================================================================

                                      -1-
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                             Introduction
================================================================================

Date of Value and Property Inspection

     The date of value is August 1, 1995. Robert S. Nardella inspected the
property on July 29,1996.

Property Rights Appraised

     We valued the leased fee estate, which in a legal conveyance through sale
represent the fee simple title, subject to the existing encumbrances, i.e., the
tenant leases, etc., in the improvements and corresponding land area.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market; 

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

Exposure Time

Under Paragraph 3 of the Definition of Market Value, the value estimate presumes
that A reasonable time is allowed for exposure in the open market. Exposure time
is defined as the estimated length of time the property interest being appraised
would have been offered on the market prior to the hypothetical consummation of
a sale at the market value on the effective date of the appraisal. Exposure time
is presumed to precede the effective date of the appraisal.

Based upon the available sales data in the marketplace, as well as our
discussions six to nine months would appear to have been reasonably appropriate
for the subject property as the date of valuation.

================================================================================

                                      -2-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                             Introduction
================================================================================

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

     The property's street address is 1511-1515 Third Avenue, New York, New
York. The property is more specifically identified by the Borough of Manhattan
Tax Assessor's Office as Block 1531, Lot 1. A copy of the most recent survey
prepared by International Land Services, Inc. has been provided on the facing
page.

================================================================================

                                      -3-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                         MAP OF 1511-1515 THIRD AVENUE

                               [GRAPHIC OMITTED]


<PAGE>


                                                      NEIGHBORHOOD ANALYSIS
================================================================================

     The subject property is situated at the northeast corner of Third Avenue,
and East 85th Street, in Manhattan, New York. This area of Manhattan, known as
the Upper East Side, may be physically described as that portion of east central
Manhattan bounded by Harlem to the north, Central Park to the west and the East
River to the east and the east side of Midtown Manhattan to the south.

     The subject location can be characterized as commercial along the ground
floor of Third Avenue, and largely residential on the upper floors and on all
side streets. Proximity to many small retail stores offer a wide variety of
goods and services. Residents in the area generally shop locally as the typical
patron does not own an automobile. Public transportation is excellent as the
local bus lines and subways are located within close proximity to the subject.
Access to the subject area from outside the city limits is good as the area is
served by numerous local highways and bridges. These include the Queensborough
and Triborough Bridges. Additionally, the area is within proximity to the Queens
Midtown Tunnel and the Franklin D. Roosevelt (FDR) Drive.

     The subject neighborhood is well established with a good mix of residential
and retail properties. The subject property is homogenous with properties in the
area and can be expected to be competitive with surrounding retail improvements.

     The following chart exhibits average rental rates for rent stabilized
apartments located on the Upper East Side of Manhattan. Categories include
doorman and non-doorman buildings. The following rental rates reflect the
overall desirability and demand for residential apartment buildings on the upper
east side.

================================================================================
                       East Side Residential Rental Study
                            For Stabilized Apartments
- --------------------------------------------------------------------------------
             Type           Studio    One-Bedroom        Two-Bedroom
- --------------------------------------------------------------------------------
        Non-Doorman          $900         $1,225            $1,575

        Doorman             $1,300        $2,150            $3,325
- --------------------------------------------------------------------------------
        Source: Feathered Nest Rental Report, December, 1995
================================================================================

     From a retail perspective Third Avenue between 59th Street and 86th Street
is heavily influenced by the Bloomingdale's flagship store on 59th Street,
between Lexington and Third Avenues. Bloomingdale's is the main attraction in
this area for national and international chains like Nine West Shoes, Levi's,
Diesel, Banana Republic and Zara. In some cases these tenants pay in excess of
$200 per square foot.

     In the past two years, retail space along Third Avenue has experienced
increasing demand and rental rates. This particularly applies to the area
between East 59th and 86th Street. National Retailers within a 5 block radius of
the subject property include The Wiz, Gap Kids, Pier One Imports, The Original
Levis store and Toys 'R Us. Toys 'R Us has recently purchased the retail
condominium in the ground floor of a new high rise residential building known
and the Richmond. This store will be located at the northeast corner of East
80th Street and Third Avenue, just south of the subject property. Retail vacancy
rates in the area are below 5 percent, with demand being fueled by a very dense
residential population and excellent

================================================================================

                                      -4-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                      Neighborhood Analysis
================================================================================

accessibility to public transportation. In addition to the bus lines, the
subject is also very proximate to the Lexington Avenue IRT subway station at
86th Street. The upper east side has long been regarded as one of the most
desirable residential locales within Manhattan, with the area surrounding the
subject being one of the more stable sub-districts.

     The high concentration of residents surrounding the subject property
provide a significant source of patrons to the surrounding retail and commercial
uses such as the Gap and Equinox Fitness Center. The retail market regarding the
subjects ground floor will be subsequently discussed. The Equinox space will
enjoy very good accessibility and visibility. As discussed, the property has
very good accessibility to public transportation as well as a surrounding
residential community. Further, the property has approximately 76 feet of
frontage on Third Avenue and 125 feet of frontage along East 85th Street, with
Equinox occupying the 2nd through 4th floors. As a result, the Equinox space
will have excellent visibility along both of its frontages. This is in contrast
to many health club which either have side street locations or small avenue
entrance-ways leading to basement areas. Surrounding health club operations
include New York Health and Racquet Club at East 76th Street and York Avenue,
Golds Gym at East 91st Street and Third Avenue, New York Sports at Lexington
Avenue and East 86th Street, and Synergy at East 83rd Street and Third Avenue.
We feel the Equinox Club within the subject property should be well positioned
from both a locational and competitive standpoint.

     In conclusion, the subject property is located in an established
neighborhood within New York City. The area is highly concentrated with
residential development, with the subject property being well positioned in an
area that is densely populated where local residents enjoy the convenience of
local retail shopping. Rental rates and vacancy are considered to be stable and
no significant changes are projected for the area. Therefore, we feel the
subject property will be a viable location for a retail use such as the Gap, and
a health club use such as Equinox into the foreseeable future.

================================================================================

                                      -5-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                       NEW YORK CITY RETAIL MARKET ANALYSIS
================================================================================

New York City Overview

     New York City is a major retail market and has one of the largest retail
sales volumes of any city in the nation. According to Sales & Marketing
Management, New York City's total retail sales totaled $50.7 billion in 1994,
remaining third for a third consecutive year among the nation's metropolitan
statistical areas (MSAs), behind Chicago and Los Angeles. The chart below
provides total retail sales and the corresponding MSA ranking for the New York
City MSA between 1990 and 1994.

================================================================================
                                  New York MSA
                    Total Retail Sales (000s) and MSA Ranking
                                    1990-1994
================================================================================
                   Year            Total Retail Sales      Ranking
- --------------------------------------------------------------------------------
                   1990               $49,319,353             2
- --------------------------------------------------------------------------------
                   1991               $48,759,376             2
- --------------------------------------------------------------------------------
                   1992               $49,978,272             3
- --------------------------------------------------------------------------------
                   1993               $49,589,255             3
- --------------------------------------------------------------------------------
                   1994               $50,734,846             3
- --------------------------------------------------------------------------------
             Compound Annual
               Growth Rate
                1990-1994                0.71%
================================================================================
                      Source: Sales & Marketing Management
                       Survey of Buying Power, 1986-1995
================================================================================

     The New York MSA ranked number two in total retail sales among all MSAs in
consecutive years between 1985 and 1991, dropping to number three in 1992-1993
and remaining at three according to the latest survey statistics. Consistently
ranked number one in prior years' surveys, the Los Angeles MSA was displaced in
1994 by Chicago which boasted additional total retail sales of $2.68 billion and
$17.8 billion over the Los Angeles and New York MSAs, respectively.

     Growth in total retail sales for New York was strongest between 1985 and
1988, during which time the compound annual growth rate was 8.29 percent and New
York ranked second in the 317 MSA survey. A large dip in total retail sales
occurred between 1988 and 1989, when sales declined 8.45 percent. Sales
increased again in 1990, but dipped slightly in 1991. Between 1991 and 1992,
total retail sales rose 2.5 percent, although the New York MSA ranked third in
total retail sales, behind Los Angeles and Chicago. Total retail sales dipped
slightly, down 0.8 percent in 1993, but increased 2.31 percent in 1994,
maintaining its rank as number three in retail sales.

     New York City's demographic and economic profile is an important element in
understanding its retail market. The sources of economic and demographic data
for our analysis are Equifax National Decision Systems (ENDS), a national firm
specializing in demographic forecasts, and Sales & Marketing Management's Survey
of Buying Power, a well respected retail trade publication. Our analysis of New
York City as a whole focuses on key indicators: household income and retail
sales.

================================================================================

                                      -6-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                       New York City Retail Market Analysis
================================================================================

Household Income

     An important statistical measure for retailers is household income and
consumer buying power. According to an Equifax National Decision Systems,
average household income in New York City in 1996 was estimated at $55,193.
Median household income was estimated at $39,179 and per capita income at
$22,047. Nearly 40 percent of the households in New York City earn more than
$50,000 per year. Although a large portion of the City's population earns less
than $15,000 per year, this is offset by the relatively large amount earning
over $75,000 per year.

     Average household income for New York City includes both Manhattan and the
outerboroughs, which form two distinct demographic segments. Manhattan has a
high proportion of one person households, which comprise 48.6 percent of the
total household population. The 1996 average household income in Manhattan was
estimated at $77,842. This figure indicates a high discretionary income level,
which supports both mid-priced and upscale retailers. The outerboroughs, in
general, have a larger average household size, and estimated household income
ranges from an average of $38,295 in the Bronx to $69,902 in Staten Island. The
average household income for Queens, Brooklyn and the Bronx is indicative of a
large portion of low- to middle-income households. Nearly 85 percent of
households in these counties have a marginal level of discretionary income,
which supports discount and mid-priced retailers.

Effective Buying Income

     Another key measure of New York City's ability to support retail business
is its effective buying income (EBI). This data is not measured by specific
trade area but rather by metropolitan statistical area (MSA) as reported by
Sales & Marketing Management's Survey of Buying Power. At the end of 1994, the
New York MSA was ranked No. 1 among the 317 MSAs nationally, reporting an
aggregate effective buying income of $172.7 billion. New York City ranked first
in the number of households with an effective buying income in excess of $50,000
per year. This indicates a relatively high level of purchasing power which, in
turn, should have a positive impact on retail sales levels.

================================================================================

                                      -7-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                       New York City Retail Market Analysis
================================================================================

     The table below summarizes total effective buying income in Manhattan, the
outerboroughs, and in the five boroughs combined.

<TABLE>
<CAPTION>
========================================================================================================================
         Total Effective Buying Income           Total Effective Buying Income         Total Effective Buying Income
                 Manhattan (000)                      Five Boroughs (000)                    Outerboroughs (000)
=========================================================================================================================
      Year          Amount          Change      Year       Amount          Change      Year       Amount          Change
=========================================================================================================================
<S>               <C>               <C>         <C>     <C>                <C>         <C>      <C>              <C>     
      1987        $33,475,214          --       1987    $105,934,064          --       1987     $72,458,850         --
- -------------------------------------------------------------------------------------------------------------------------
      1988        $31,548,924       -5.75%      1988    $ 97,928,692       -7.55%      1988     $66,379,768      -8.38%
- -------------------------------------------------------------------------------------------------------------------------
      1989        $34,388,863        9.00%      1989    $106,375,480        8.60%      1989     $71,986,617       8.44%
- -------------------------------------------------------------------------------------------------------------------------
      1990        $35,369,325        2.85%      1990    $109,701,643        3.10%      1990     $74,332,318       3.25%
- -------------------------------------------------------------------------------------------------------------------------
      1991        $39,824,276        12.59%     1991    $120,385,869        9.74%      1991     $80,561,593       8.38%
- -------------------------------------------------------------------------------------------------------------------------
      1992        $42,308,680        6.24%      1992    $125,789,352        4.49%      1992     $83.480,672       3.62%
- -------------------------------------------------------------------------------------------------------------------------
      1993        $44,073,725        4.17%      1993    $131,108,181        4.23%      1993     $87,034,456       4.26%
- -------------------------------------------------------------------------------------------------------------------------
      1994        $46,813,033        6.21%      1994    $138,352,010        5.60%      1994     $91,538,977       4.92%
- -------------------------------------------------------------------------------------------------------------------------
 Compounded
   Annual 
   Growth            4.91%             --        --        +3.89%             --        --        +3.41%            --
=========================================================================================================================
              Source:            Sales & Marketing Management Survey of Buying Power (1988-1995)
=========================================================================================================================
</TABLE>

     According to this data, effective buying income within the five boroughs of
New York City has grown at a compounded rate of 3.89 percent per annum over the
past 7 years. This increase in effective buying income in New York City is
reflective of the recovering economy. Effective buying income in Manhattan has
grown at a compound annual rate of 4.91 percent, while the outerboroughs have
grown by an average of 3.41 percent per annum, pointing to the strength of
Manhattan's retail base.

Retail Sales

     In an analysis of retail property, levels of income and purchasing power
must be compared with actual retail sales in order to ascertain the dynamics of
the marketplace. The following table summarizes total retail sales in New York
City with a breakout of sales in the outerboroughs and Manhattan.

<TABLE>
<CAPTION>
=============================================================================================================================
            Total Retail Sales (000)                Total Retail Sales (000)                Total Retail Sales (000)
                    Manhattan                            Five Boroughs                            Outerboroughs
=============================================================================================================================
      Year           Amount           Change     Year       Amount          Change       Year         Amount         Change
=============================================================================================================================
<S>                <C>               <C>         <C>      <C>              <C>           <C>        <C>              <C>     
      1987         $18,458,135           --      1987     $38,349,184          --        1987       $19,891,049         --
- -----------------------------------------------------------------------------------------------------------------------------
      1988         $20,498,676        11.06%     1988     $42,205,206       10.05%       1988       $21,706,530       9.13%
- -----------------------------------------------------------------------------------------------------------------------------
      1989         $17,790,516       -13.21%     1989     $37,866,765      -10.28%       1989       $20,076,249      -7.51%
- -----------------------------------------------------------------------------------------------------------------------------
      1990         $18,127,873         2.00%     1990     $38,926,581        2.80%       1990       $20,798,708       3.60%
- -----------------------------------------------------------------------------------------------------------------------------
      1991         $17,896,000        -1.28%     1991     $38,710,456      - 0.56%       1991       $20,814,456       0.08%
- -----------------------------------------------------------------------------------------------------------------------------
      1992         $18,112,350         1.21%     1992     $39,436,565        1.88%       1992       $21,324,215       2.45%
- -----------------------------------------------------------------------------------------------------------------------------
      1993         $17,816,695        -1.63%     1993     $38,757,626      - 1.72%       1993       $20,940,931      -1.80%
- -----------------------------------------------------------------------------------------------------------------------------
      1994         $20,107,299        12.86%     1994     $39,828,924        2.76%       1994       $19,721,625      -5.82%
=============================================================================================================================
   Compound
 Annual Growth      +1.23%               --       --       +0.54%              --         --          -0.12%            --
=============================================================================================================================
                   Source:            Sales & Marketing Management Survey of Buying Power (1987-1995)
=============================================================================================================================
</TABLE>

================================================================================

                                       -8-
V                                                                      CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                       New York City Retail Market Analysis
================================================================================

     Retail sales within New York City grew at a compounded rate of 0.54 percent
per annum over the past 7 years. In 1992, retail sales increased slightly,
reflecting the cautious economic environment as the economy slowly improved.
Total retail sales decreased in both Manhattan and the outerboroughs in 1993.
Total retail sales in New York City in 1994 reached $39.8 billion - a five year
high - and a 2.76 percent increase over 1993. Manhattan clearly dominates retail
sales in New York City, representing over 45 percent of the City's total retail
sales volume.

     While sales in Manhattan have fluctuated between roughly $17.8 billion and
$18.5 billion for the past five years, sales reached $20.107 billion in 1994 - a
12.86 percent increase from 1993 sales. Manhattan exhibited the highest level of
sales growth between 1987 and 1994, with a 1.23 percent compounded annual growth
rate, while the outerboroughs evidenced a -0.12 percent decline. Manhattan's
1994 increase in sales of 12.86 percent offset the outerboroughs' loss,
reflecting a New York City compounded annual growth rate of 0.54 percent between
1987 and 1994.

Manhattan

     The Manhattan retail market contains approximately 45+/- to 50+/- million
square feet of space. According to retail brokers, approximately 80 percent of
Manhattan's retail space is in street level shops. Of the remainder, about 5+/-
million square feet are in department stores and another 5+/- million square
feet are in office building atriums and retail projects configured as urban
malls such as Trump Tower, Herald Center, Manhattan Mall (formerly A&S Plaza),
the World Trade Center, and Rockefeller Center, or alternative retail centers
such as the South Street Seaport.

Vacancy - Manhattan

     Since development of retail space in Manhattan centers around street level
shops in residential and office buildings, the overall slowdown in the
development of these types of projects may curtail the new supply of retail
space. As of year-end 1995, approximately 5.651+/- million square feet of
Manhattan retail space was available for lease according to a survey by leading
local broker Garrick-Aug Associates. Based on the previously estimated 45+/- to
50+/- million square feet of total Manhattan retail space, this reflects a
vacancy rate between 11.3 and 12.6 percent. According to the most recent
Garrick-Aug survey the amount of available space increased by 6.3 percent from
the period 6 months prior. It should be well noted, however, that there is
strong demand for retail space along Third Avenue between East 59th Street and
East 86th Street, with the vacancy rate in this specific area being below 5
percent.

Rental Rates - Manhattan

     Throughout Manhattan, the average asking retail rent has declined 31
percent since the high of $67.00 per square foot achieved in 1988. Between 1991
and 1992 Manhattan retail experienced a period of limited leasing activity, with
available store space increased to over 7.6 million square feet by mid-year 1992
and nearly 3,000 stores listed as available. According to Garrick-Aug, the
average asking rent reached its low point of below $40.50 per square foot at
mid-year 1992. Prime retail streets, including Fifth Avenue above St. Patrick's
Cathedral, 57th Street between Fifth and Park Avenues, and Madison Avenue from
East 57th through the East 60s have remained relatively stable, with some minor
softening in asking rentals. Most asking rentals are reportedly negotiated
downward by 15 to 20 percentage points.

================================================================================

                                      -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                       New York City Retail Market Analysis
================================================================================

     Garrick-Aug has developed a statistical measure which gauges the strength
of the Manhattan retail market, called the Retail Negotiability Factor (RNF).
This statistic measures the difference between average asking and contracted
rents on newly leased space. The higher the RNF, the softer the marketplace. As
demonstrated by the chart on the following page, the RNF increased to 33.3
percent at year-end 1991, while it currently stands at 20 percent, the lowest it
has been since before 1990, indicating a firming of the retail market.

     The following chart details various market statistics for retail space and
stores in Manhattan.

<TABLE>
<CAPTION>
============================================================================================================
                                  Manhattan Retail Market                    Retail Negotiability Factor
                                    Leasing Statistics
============================================================================================================
                      Store         Total        Average                     Avg.         Avg.
                      Space         Stores       Asking       Stores        Asking        Cost
      Date           Avail(SF)     Available     Rent/SF      Rented        $/SF(1)      $1/SF(2)     RNF
============================================================================================================
<S>                  <C>             <C>          <C>          <C>           <C>          <C>       <C>
  Year-End 1988      5,936,000         --         $67.00        --            --           --         --
- ------------------------------------------------------------------------------------------------------------
  Mid-Year 1989      6,850,000         --         $61.00        --            --           --         --
- ------------------------------------------------------------------------------------------------------------
  Year-End 1989      6,958,905         --         $59.00        --            --           --         --
- ------------------------------------------------------------------------------------------------------------
  Mid-Year 1990      7,154,929       2,511        $54.00        418            --           --         --
- ------------------------------------------------------------------------------------------------------------
  Year-End 1990      7,021.535       2,678        $49.00        246           $57          $39      -31.6%
- ------------------------------------------------------------------------------------------------------------
  Mid-Year 1991      6,897,352       2,581        $43.00        369           $61          $41      -32.7%
- ------------------------------------------------------------------------------------------------------------
  Year-End 1991      7,334,291       2,961        $41.00        414           $57          $38      -33.3%
- ------------------------------------------------------------------------------------------------------------
  Mid-Year 1992      7,626,932       2,915        $40.50        403           $60          $41      -32.0%
- ------------------------------------------------------------------------------------------------------------
  Year-End 1992      6,645,076       2,612        $41.50        488           $63          $46      -28.0%
- ------------------------------------------------------------------------------------------------------------
  Mid-Year 1993      6,486,751       2,787        $41.75        367           $58          $44      -27.0%
- ------------------------------------------------------------------------------------------------------------
  Year-End 1993      5,611,360       2,528        $46.25        413           $61          $46      -24.0%
- ------------------------------------------------------------------------------------------------------------
  Mid-Year 1994      5,123,172       2,339        $47.50        427           $64          $50      -22.0%
- ------------------------------------------------------------------------------------------------------------
  Year-End 1994      5,014,049       2,451        $48.00        662           $67          $52      -22.0%
- ------------------------------------------------------------------------------------------------------------
  Mid-Year 1995      5,316,051       2,611        $49.00        482           $70          $56      -20.0%
- ------------------------------------------------------------------------------------------------------------
  Year-End 1995      5,651,072       2,785        $51.50        193           $68          $55      -19.1%
============================================================================================================
 (1) On Completed Transactions

 (2) Based on the number of retail store leases negotiated during the period.
============================================================================================================
 Source: Garrick-Aug Associates Store Leasing, Inc. (Mid-Year and Year-End 
         Reports).
============================================================================================================
</TABLE>

     In Manhattan, 193 stores were leased during the second half of 1995,
representing strong leasing activity of 821,682 square feet of retail space.
Retail spaces have increased slightly from the previous six months although
there continues to be a strong demand for space. Other than lowering asking
rental rates, few concessions are given to retailers taking new locations.
Build-out dollar allowances are rarely given, unless the prospective tenant is
of such a caliber that its very presence adds value, or is an amenity to the
building as a whole. However, it is not uncommon to trade rental abatements for
excessive build-out costs.

================================================================================

                                      -10-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                       New York City Retail Market Analysis
================================================================================

     Occupancy costs for retailers in Manhattan are unquestionably among the
highest in the country. Thus, the softening in asking rental rates over the past
few years has made current asking rental rates appealing. Retailers who fared
well during the recession and had previously postponed entering the Manhattan
marketplace are now giving it serious consideration. Current activity retail
leasing is strong, with many firms looking to take advantage of perceived
bargains in the marketplace. The New York City Department of City Planning lists
18 megastores that have opened in New York City since 1989 and 13 stores in the
planning stages.

     The decline in Manhattan retail rents has inspired numerous retailers to
begin looking for space in prime areas of the borough. In the past year, steady
leasing by upscale retailers has kept occupancy rates relatively high in such
areas as Fifth Avenue, Madison Avenue and Columbus Avenue, with Fifth and
Madison Avenues remaining the most expensive retail avenues in the city. Many
national retailers such as The Gap, HMV, Staples, as well as drug store chains
including Rite Aid and Duane Reade along with restaurants are expanding in
various Manhattan locations. Cosmetics Plus and new record/music stores like
Coconuts are opening throughout Manhattan. Rite Aid is expected to open 28 new
drugstores in Manhattan in 1996 and another 49 drugstores within the
outerboroughs.

     Over the past year specialty coffee shops have mushroomed in office and
residential areas, consistent with other large cities like Chicago and Seattle.
Cafe' Europa has two Midtown locations and more are planned. Other entrants in
the coffee bar arena include Timothy's, New World Coffee, Starbucks and Coffee
Beanery. Another new addition to the Manhattan retail market is national
restaurant chains such as Olive Garden and Pizzeria Uno.

     The opening of "theme" restaurants is another notable trend in Manhattan's
retail market. Starting with one of the original theme restaurants, the Hard
Rock Cafe, Midtown is now home to several of these theme restaurants, including
Planet Hollywood, the Brooklyn Diner and the Motown Cafe on West 57th Street.
Sixth Avenue boasts the Harley Davidson Cafe and Jekyll & Hyde, while the
Fashion Cafe is located in the heart of Rockefeller Center. In 1996 the All Star
Cafe is the first theme restaurant to open in the rapidly changing Times Square
area.

     The chart on the following page summarizes retail rental ranges in selected
Manhattan locations as quoted by three of the largest retail brokerage firms in
Manhattan.

================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                          Retail Rental Rates, Selected Manhattan Locations
====================================================================================================================================
                                 Rental Range                             Rental Range                                    Asking
     Location                      Per SF           Location                Per SF          Location                      Rental
                                                                                                                        Range Per SF
====================================================================================================================================
<S>                              <C>              <C>                     <C>              <C>                             <C>
Lower Manhattan                                   Lower Manhattan                          Lower Manhattan                 
Broadway                         $ 60-$105        Broadway                $ 80-$110        Broadway                        $40-$80
Nassau Street                    $ 70-$140        Nassau Street           $ 65-$110        Nassau, John, Fulton & Church   $40-$80
                                                                                           World Trade Ctr.                $100   
- ------------------------------------------------------------------------------------------------------------------------------------
Fifth Avenue                                      Fifth Avenue                             Fifth Avenue                    
34th -42nd Streets               $ 85-$120        34th -42nd Streets      $ 85-$115        14th-42nd                       $75-$125 
43rd-50th Streets                $ 95-$165        42nd-49th Streets       $110-$175        42nd-48th                       $90-$150 
51st-72nd Streets                $200-$350        51st-59th Streets       $300-$500        48th-60th                       $150-$500
- ------------------------------------------------------------------------------------------------------------------------------------
Madison Avenue                                    Madison Avenue                           Madison Avenue                  
42nd-57th Streets                $ 90-$150        42nd-50th Streets       $110-$125        34th-42nd                       $60-$100 
58th-72nd Streets                $175-$400        51st-60th Streets       $125-$250        42nd-56th                       $100-$250
73rd-90th Streets                $ 80-$160        61st-72nd Streets       $200-$275        61st-72nd                       $200-$300
                                                                                           72nd-86th                       $100-$150
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Avenue                                  Lexington Avenue                         Lexington Avenue                
42nd-57th Streets                $ 75-130         42nd-57th Streets       $100-$125        42nd-57th Streets               $75-$100 
58th-61st Streets                $80-$140         51st-61st Streets       $150-$200        57th-60th                       $75-$150 
- ------------------------------------------------------------------------------------------------------------------------------------
Third Avenue                                      Third Avenue                             Third Avenue                    
42nd-57th Streets                $ 75-$120        42nd-57th Streets       $ 85-$110        14th-42nd                       $40-$60 
58th-86th Streets                $ 70-$150        57th-61st Streets       $100-$125        42nd-57th                       $75-$100
                                                                                           57th-86th                       $50-$100
- ------------------------------------------------------------------------------------------------------------------------------------
Sixth Avenue                     
42nd-57th Streets                $ 80-$120
- ------------------------------------------------------------------------------------------------------------------------------------
Broadway                                          Broadway                                 Broadway                        
72nd-96th Streets                $ 75-$125        72nd-96th Streets       $ 75-$100        34th-42nd                       $70-$100 
                                                                                           42nd-72nd                       $70-$100 
                                                                                           72nd-96th                       $40-$90  
- ------------------------------------------------------------------------------------------------------------------------------------
Columbus Avenue                                   Columbus Avenue                          Avenue of the Americas          
67th-86th Streets                $ 70-$110        67th-96th Streets       $ 65-$100        42nd-59th                       $90-$150
- ------------------------------------------------------------------------------------------------------------------------------------
Soho                                                                                       Columbus Avenue                 
West Broadway                    $ 60-$120                                                 66th-81st                       $65-$100 
Broadway                                                                                   81st-86th                       $50-$75  
  (Houston-Broome Streets)       $  55-$85                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
Flatiron                                                                                   Soho                            
Fifth Avenue (14th-23rd          $ 60-$ 80                                                 W. Broadway & Prince Streets    $40-$80
  Streets)                                                                                 Side Streets                    $25-$35
Broadway (17th-23rd Streets)     $ 55-$ 65                                                 Broadway                        $50-$75
- ------------------------------------------------------------------------------------------------------------------------------------
NoHo                             $ 60-$100
Broadway (8th-Houston Streets)
- ------------------------------------------------------------------------------------------------------------------------------------
Source:  New Spectrum Realty Services,Inc.        Source:  The Friedman Report             Source: Grubb & Ellis New York, Inc.
Date:      4th Quarter, 1995                      Newmark Real Estate Services             Date:  April, 1995
                                                  Date:  February, 1995
====================================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                       New York City Retail Market Analysis
================================================================================

     As can be seen, Third Avenue between East 58th and 87th Streets show rental
rates ranging from $50 and $150 per square foot. The largest determining factors
which effect these rates is the size and location of the space, as well as the
inclusion or exclusion of basement space. It is most common for basement space
to be included with little or no additional rent being realized. It serves to
primarily enhance the overall marketability of the space. In instances where the
basement is selling space such as the subjects Gap store, a rental rate for the
basement ranging from 20 to 50 percent of the ground floor rate is achieved.

Conclusion

     New York City remains one of the largest, most expensive and wealthiest
retail markets in the country. Manhattan has some of the most upscale shopping
districts in the nation. New York City is the first and most important location
for new upscale and high-end retailers and has previously been the last market
to be entered by large discounters and mass-merchants.

     The Giuliani administration issued a "Comprehensive Retail Strategy for New
York City" in late 1995 which addresses the concerns of both small and large
retailers. The plan, expected to continue to revitalize the City's retail
economy, suggests a series of proposals which include: reductions in taxes,
centralizing licensing and permit agencies, raising loan limits for commercial
projects and changes in zoning regulations. Retailers in commercial zoning
districts would be allowed to expand into a vacant lot in an adjoining
residential district and retail development in "M" zones, up to 200,000 square
feet, would become as-of-right if located on a wide street. According to Joseph
B. Rose, Chairman of the City Planning Commission, the proposals set forth in
this plan are expected to become law by the end of 1996.

     Overall, the New York City retail market continues a period of steady
growth. Competition among big box retailers is predicted to increase, boosting
rental rates, as the big box retail market expands in New York City. Quality
retail space in Manhattan and the outerboroughs is being leased up at a fast
pace, highlighting the sense within the retail community that the economy
continues to improve and will support expansion into new markets.

================================================================================

                                      -13-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site is situated at the northeast corner of Third Avenue and
East 85th Street. The common street address is 1511-1515 Third Avenue, New York,
New York. The site is generally L-shaped and contains .2358 acres or 10,270
square feet of land area. The topography of the site is generally level. We have
assumed that the soil load bearing capacity is sufficient to support the
existing structure. All essential utilities including electricity, water, sewer,
gas and telephone are currently available to the site.

     According to community panel number 360497 0032 B, effective November 16,
1983, the subject property is situated in zone C, an area designated as being
outside of the flood plane.

Improvements Description

     The subject property is a 4-story, plus basement commercial building which
contains 55,000 rentable square feet, including the basement area. The Gap
occupies the basement, ground floor and mezzanine area which is stated within
their lease to contain 25,000 rentable square feet. The ground floor was
formerly occupied as a bank branch facility. Prior to the Gap taking occupancy
in 1990, the space was completely rebuilt to include the removal of the vault,
installation of wood flooring, recessed and decorative incandescent lighting,
restoration of the ornamental wood detail on the ceiling, new ventilation and
air conditioning equipment, as well as partial sprinklered coverage. A separate
elevator was also installed which travels exclusively from the Gap first floor
to selling basement area. The Gap basement space has been finished as selling
area, with approximately 4,000 square feet being dedicated to storage. A central
stairway also provides access between these floors. Overall the space has been
finished with a high quality interior build-out which is consistent with the
decor of a typical Gap store. It is important to note that street access is
provided from both Third Avenue and East 85th Street. Large windows have also
been installed to provide for large display areas along the street.

     The second through fourth floors are currently in the final stages of
construction for a health club use. A separate stairway and elevator accesses
these floors from an entrance-way along East 85th Street. The lobby and stairway
leading to these floors will be completely renovated.

     Each of the upper floors will be occupied for health club use. Typical
finishes will include a mixture of rubberized flooring in the weight lifting
areas, carpet and vinyl tile in the offices and other exercise areas, and
granite and common tiling in the shower and locker room areas. Walls and ceiling
will generally consist of painted sheetrock with the buildings exterior walls
being brick. The building structure is a mixture of steel frame and poured
concrete.

     Approximately 5,000 feet has been added to the third and fourth floor of
the building. This was accomplished by enclosing what was formerly open area. As
part of the renovation, all new ventilation and air conditioning equipment was
installed in the Equinox space. Heat to the upper floors is provided by an oil
furnace, burning number 4 oil. This furnace is located in the basement and
provides circulated hot water which is circulated to radiators. Heating costs
for the Equinox space is billed directly to the tenant. The renovation of the
upper floors is in the final stages of construction, with the scheduled
September 1 opening date appearing to be reasonable.

================================================================================

                                      -14-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Property Description
================================================================================

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property. Overall, the
improvements are in very good condition. No evidence of structural damage was
observed on our inspection of the improvements. Further, we are not aware of any
major items of deferred maintenance.

================================================================================

                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

Property Classification

     Real property within the five boroughs of New York City is given a tax
class designation by the Department of Finance in conformance with the New York
State Real Property Tax Law. Each tax classification has a specific tax rate
which is established annually. The tax classes are as follows:

     Class I - Includes all primarily residential one, two and three family
     homes; residential condominiums of three dwelling units or less;
     residential condominiums of three stories or less that were originally
     built as condominiums; and certain vacant land zoned for residential use or
     adjoining improved Class 1 property.

     Class 2 - Includes all other primarily residential properties that are not
     in Class 1, including cooperatives and all other residential condominiums.
     This classification does not include hotels, motels or other similar
     property.

     Class 3 - Includes all utility corporations and special franchise
     properties, excluding land and certain buildings.

     Class 4 - Includes all other properties, such as stores, warehouses, hotels
     and vacant land not classified as class 1.

     Class 2 and Class 4 properties are assessed at 45% of full market value.

     Based on these classifications, the subject property is identified as a
Class 4 property. According to the Manhattan Assessor's office, the current
assessments for the property (Block 1531, Lot 1) are as follows:

                 ==================================================
                                  Transitional AV        Actual AV
                 ==================================================
                 Land               $1,935,000           $1,935,000
                 --------------------------------------------------
                 Building           $1,681,600           $2,250,000
                 --------------------------------------------------
                 Total              $3,616,600           $4,185,000
                 ==================================================
                                                                        

     The current Class 4 tax rate of $10.252 per $100 of assessed valuation
represents a decrease of 1.44 percent from the tax rate of the preceding year.
From 1990/91 to 1995/96, the tax rates have grown at an average annual compound
rate of 0.51 percent.

     Current guidelines in New York City for income producing properties call
for real estate to be valued based on an Income Approach and the reported net
income, unless the property is a special use, vacant land, or an owner-occupied
building. In those cases, the properties are often reassessed at 45 percent of
their sale price when sold in an arms length transaction or as a percentage of
market value. In instances where the actual value exceeds the target or
transitional assessment, the difference in the actual value from the prior year
is phased in over a five year cycle. (This takes place in 2 special assessing
jurisdictions; New York City and Nassau County) In any case, the taxable
assessment is the lower of the two values - actual or transitional.

================================================================================

                                      -16-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                        Real Property Taxes and Assessments
================================================================================

     We have performed studies of New York City commercial building sales,
testing the sales price against the subsequent year's assessed value. Based on
our analysis, we have determined that the 45 percent ratio of assessment to fair
market value is inconsistently applied for high grade commercial properties. As
stated, the 45 percent rule is a guideline and not a strict enforcement.

     The Income Approach to value is the most commonly used assessing technique
for commercial properties. This method converts an estimate of a single year's
net income to market value through the use of a capitalization rate. This rate
is derived from sales of comparable investment properties measuring the ratio
between their current income and sales price.

     The subject property has a current taxable assessed value of $3,616,600 for
the 1996/97 tax year. This correlates to a fair market value of $8,036,888 as
compared to our stated market value estimate of $16,000,000. The current
assessment is approximately 50 percent below this value.

     The subject's 1996/97 real estate burden is calculated at $368,805. The
subject property's total actual assessment equates to property taxes of $9.93
per square foot of gross building area on a calendar year basis.

     Exhibited on the facing page is a chart of real estate tax comparables,
according to the New York City Department of Finance, including the data on the
subject property. We researched the comparable taxes of buildings which are of
similar size and nature to the subject property. The chart exhibited on the
facing page demonstrates a range of real estate taxes of $7.69 to $11.18 per
square foot. The subjects tax responsibility falls toward the middle of this
range. Therefore, based upon the comparable tax information as well as our
experience in appraising similar type properties, we have not accounted for any
significant increases in the subjects assessment. Upon full phase-in of the
subjects actual assessment, we have increased taxes 4.0 percent per annum.

     It should be noted that the existing leases provide for any increases in
taxes over the base occupancy year amounts to be passed-through to each tenant
on a pro-rata share basis. As such, there will be no additional real estate tax
expense to the landlord through the term of our projection period.

================================================================================

                                      -17-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                     ZONING
================================================================================

     Map 9A of the zoning resolution of the City of New York indicates that the
subject property is located in a C2-8A local service in an R8B general
residence zoning districts. The New York City Planning Commission defines these
districts as follows:

Local Service Districts

     These districts are design to provide for a wide range of central local
services. The C2-8A district permits a maximum as of right floor area ratio
(FAR) that limits the buildings sizes to 10 times the site area for residential
and community service buildings and 2 times allot area for commercial buildings.
We estimate that approximately 8,355+/- square feet of the subject site lies
within the C2-8A district. Therefore the maximum building size as-of-right that
could be constructed on this portion of the site is 83,550+/- square feet.

General Residence Districts

     These districts are designed to provide for all types of residential
buildings in order to permit a broad range of housing types. The R8B is
considered to be 2 mid-block contextual zone which prevents tall "sliver"
buildings at mid-block locations. As such, this zone permits a maximum
as-of-right floor area ratio (FAR) which limits the building size to four times
the site area or six-stories. We estimate that the subject site contains
1,915+/- square feet within the R8B zoning district. Therefore, the maximum
building size as-of-right that could be constructed within this zone is 7,660+/-
square feet. When this amount is added to the maximum permitted building area
contained within the C2-8A zone of 83,550+/- square feet, a maximum as of right
building area to the subject site of 91,210+/- square feet results. Based upon
the subjects existing above grade gross building area of 44,730+/- square feet,
there are approximately 46,480+/- square feet of potential transferable
development rights.

     We are not experts in the interpretation of complex zoning ordinances but
the property appears to be a conforming legal use, based on our review of public
information. The determination of compliance is beyond the scope of a real
estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

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                                      -18-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

Physically Possible

     The subject site contains approximately 10,270+/- square feet of land, with
very good frontage along both Third Avenue and East 85th Street. The size and
configuration of the site is felt to provide a suitable land use and/or
development potential for a wide variety of possible land uses. Municipal
utilities would adequately provide for nearly all uses. Street improvements are
also adequate.

Legally Permissible

     The subject's zoning classification permits development of residential,
retail, and service related uses. Residential use with ground floor retail are
consistent with the overall development of the area.

Financially Feasible

     Several features of the subject property indicate that residential use on
the upper floors with ground floor retail use is the highest and best use of the
subject site as though vacant. Such a use is supported by the high density
residential character of the surrounding area, with strong demand for retail
space along Third Avenue.

     Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is for residential development built to its maximum
potential with ground floor retail use.

Highest and Best Use of Property as Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

     Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

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                                      -19-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Highest and Best Use
================================================================================

Physical Considerations

     The subject site has been improved with the existing structure since 1914
with the structure receiving two renovations since 1989. Based upon our
observation, there are no apparent physical factors such as soil, drainage or
other site characteristics that would adversely effect the continued utility
and/or existence of the subject improvements.

Legal Considerations

     The subject site, as presently improved, represents a pre-existing legal,
non-conforming use.

Financially Feasible

     The use of the subject improvements is considered to contribute in an
economic manner to the subject site. Occupancy levels at the subject property
are consistent with the surrounding area. We believe that the occupancy within
the subject will remain strong in the foreseeable future based upon the credit
and viability of the existing tenants. Therefore, based upon the subject's
historical performance and the prospect for the future, it is our opinion that
the subject property, as presently developed, represents the highest and best
use of this site as improved.

     As noted earlier, these are approximately 46,480+/- square feet of excess
development rights as part of the subject property. In order for these
development rights to have value, there must be a potential receiving site.
Conversations with the property's asset manager, Mr. Dale Cooney, as well as our
individual research, reveal that there is a potential receiving/development site
adjacent north along Third Avenue. However, ownership of this site is reportedly
in Chapter 7 Bankruptcy. More significantly, there are 13+/- remaining
residential and 5+/- commercial tenants in the exiting buildings. Many of the
residential tenants are believed to be rent controlled with the balance being
rent stabilized. Rent controlled tenants usually enjoy a significant leasehold
advantage and are very costly or impossible to vacate. As such, we feel it is
unlikely that this potential receiving development site would be available for
development in the foreseeable future.

     With this in mind, we do not feel an investor in the subject property would
attribute significant additional value to the transferable development rights.
Rather, these rights would likely be viewed as potential upside for the property
in the future.

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                                      -20-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Sales Comparison Approach and the
Income Approach to develop a market value estimate.

     The Cost Approach was not performed for the following reasons:

     o    This approach is more relevant for new construction or where
          sufficient information is available to reasonably estimate the
          replacement cost new of the improvements and land.

     o    The investment marketplace does not typically trade buildings such as
          the subject on a cost/value basis, particularly in markets where it is
          generally perceived that cost exceeds value.

     o    The subjectivity of accurately estimating accrued depreciation of the
          existing improvements significantly limits the reliability of this
          approach.

     In the Sales Comparison Approach, we performed the following steps:

     o    Searched the market for recent building sales within Manhattan and
          most specifically, on the Upper East Side which contains similar
          physical and economic characteristics to the subject property.

     o    Analyzed differences between those sales and the subject on the basis
          of the sales price per square foot. Due to the somewhat unique nature
          of the subject property by virtue of its size and use, we feel the
          most appropriate comparison may be drawn to commercial/retail
          condominium sales. Though the upper floors of the subject will be
          utilized as a health club, the subject shares many similar economic
          and physical characteristics with the comparable properties which will
          be presented.

     o    Correlated the various value indications into a point value estimate
          from within the range.

     In developing the Income Approach, we:

     o    Studied rents in effect in the immediate and competing areas to
          estimate potential rental income at market levels for retail uses.

     o    Studied the recent history and budget of operating expenses at the
          subject property and competing properties to estimate an appropriate
          level of stabilized expenses and reserves for replacement.

     o    Estimated net operating income by subtracting stabilized expenses from
          potential gross income after deduction for vacancy and collection
          loss. Prepared a discounted cash flow analysis in which the estimated
          income and expenses over a projected holding period, and the estimated
          property value at the time of reversion, are discounted at an
          appropriate rate to estimate present market value.

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                                      -21-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          Valuation Process
================================================================================

     In estimating the final value, we performed the following:

     o    Reviewed and re-examined each of the approaches to value which were
          employed.

     o    Considered the type and reliability of the data used and applicability
          of each approach.

     o    Reconciled the approaches to a final value conclusion.

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                                      -22-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     1.   researching recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     3.   Identifying sales which include favorable financing and calculate the
          cash equivalent price;

     4.   reducing the sale prices to common units of comparison, such as price
          per square foot of building area (in this case net rentable area) and
          net operating income (NOI) per square feet;

     5.   making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     6.   interpreting the adjusted sales data and draw a logical value
          conclusion.

     The subject property is a 4-story, plus basement retail/commercial building
which located on the upper east side of Manhattan. The basement, first floor and
mezzanine of the building is currently occupied by the Gap, while the second,
third and fourth floors are currently in the final stages of construction for a
health club use. The building has a net rentable area of 55,000 square feet, and
an above grade gross building area of approximately 44,730+/- square feet.

     The subject property is somewhat unique by virtue of its size and use.
Surrounding improvements generally consists of ground floor retail uses with
residential uses on the upper floors. As such, we have not uncovered any
transactions involving retail/commercial buildings which contain certain
elements either physical or locational which bare resemblance to the subject
property.

     Given the lack of directly comparable transactions, we have examined large
retail sales in similar locations. A valid comparison of retail transactions was
considered whether the sale includes above or below grade retail area, as well
as the size and depth of the local retail market. Grade level retail size leases
at higher rental rates at a per square basis when compared to the upper floor or
below grade area. This is exemplified by the existing leases in

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                                      -23-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                 Sales Comparison Approach
================================================================================

the subject property. As a result, the overall sale price per square foot is
reduced. The value of the subject property is heavily influence by the upper
floor health club space.

     In analyzing the leased fee estate (or fee simple estate, subject to the
existing building tenant leases), the sale prices inherent in the comparables
were reduced to those common units of comparison used to analyze improved
properties that are generally similar to the subject. The most widely use and
market oriented unit of comparison for properties such as the subject is the
sale price per square foot. All comparable sales were analyze on this basis. We
have also referenced the net operating income per square foot of the comparable
sales when the information was available.

     The chart exhibited on the facing page show a wide variety of prices on a
unit basis ranging from approximately $259 to $1,069 per square foot. The sales
were transacted between April 1993 and January 1996. All the comparables
consists of one to three level retail/commercial condominiums within residential
buildings. The comparables range in size from a low of 13,100+/- per square feet
to a high of 78,000 square feet.

     The prices per square foot are influenced by the differences in
construction quality, occupancy levels, character of the tenancy, economics, and
location. Nevertheless, it is important to address each property in terms of the
conventional sequence of adjustments. Following are those considerations which
are relevant to the subject. The first three elements must be considered in
advance of applying any other compensating factors to derive value conclusions
via the sales price per square foot methodology.

Property Rights Conveyed

     As shown in the summary table, all but one of the comparables are
encumbered by leases, therefore, the leased fee estate was conveyed in each of
these cases. Comparable Sale No. 5 was vacant at the time of sale, hanced the
fee simple estate was conveyed. This building was purchased by Prada, Inc., an
Italian designer for their flagship Madison Avenue store. In the final analysis
we have made no adjustments for the comparables for differences in property
rights conveyed.

Seller Financing/Cash Equivalency

     All of the comparables expected one were sold on a basis of all cash to the
seller. Thus, we have made no adjustments to these comparables for seller
financing. Comparable Sale No. 1 was sold out of foreclosure through River Bank
America Savings Bank with reported market oriented financing. However, we are
unable to confirm these terms.

Conditions of Sale

     We identified no special motivational conditions concerning the
comparables. Therefore, no adjustments for conditions of sale were warranted.

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                                      -24-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                  Sales Comparison Approach
================================================================================

Other

     Because of the multiple differences inherent in retail properties with
respect to quality and design, location, and, in this case economics, not to
mention the quality of the tenant base, mathematical adjustments for the
reasoning noted above would be extremely difficult, at best. Of the referenced
transactions,  is obvious that comparable sale No. 5 develops a unit value per
square foot which is well above those demonstrated by the remaining sales. This
property contains of a retail condominium which was recorded in two
transactions. The condominium unit, consisting the basement through the second
floor, was transferred for 12.5 million. The third floor was subsequently
purchased for an additional 1.5 million. The entire condominium consists of
13,000+/- square feet within the Hampton House, a vacant residential building
which is being totally renovated into a luxury condominium building. Madison
Avenue is considered to be one of the most desirable and exclusive retail
locations in Manhattan. Further, this property is purchase by and owner/user who
did not consider the economic space in formulating investment decision.

     In our opinion, comparable Nos. 2, 3 and 4 are most similar to the subject
in terms of either size or location. Comparable No. 3 is very similar to the
subject in terms of size, while comparable No. 4 contains a multi-level movie
theater which could be compared to the upper floor space within the subject
property. Comparable Nos. 2, 3 and 4 form a more narrow range of unit values of
approximately $277 to $385 per square foot, with a median of $307. After giving
consideration to the physical, locational and economic aspects of the subject
property as compared to the exhibited comparables we feel a unit value of $290
per square foot of net rentable area is appropriate for the subject property. By
applying this unit value to the 55,000 net square rentable feet contained within
the subject, a value of $15,950,000 is indicated. The following table
demonstrates this calculation.

================================================================================
                       Sales Price Per Square Foot Summary
================================================================================
   Net Rentable Area                  Sales Price                Indicated
   (SF)                               Per                        Value
                                      Square Foot
================================================================================
   55,000                             $290.00                    $15,950,000
================================================================================

Net Income Multiplier Analysis

     In addition to an adjusted price per square foot analysis, we have analyzed
the investment parameters of four of the sales to investors. As stated earlier,
most income producing properties are purchased based expected income, rather
than leaseable area, marketing unit prices a somewhat subjective reflection of
investment behavior. In our opinion, a buyers criteria for the purchase of a
retail/commercial property is predicated primary on the property's income
characteristics. Thus, we have identified a relationship between the operating
income and a sale price of the property.

     Isolating these investor transactions reflects the following relationship
between net operating income per square foot and sale price.

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                                      -25-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                  Sales Comparison Approach
================================================================================

================================================================================
                                 Summary of NOI
                      Price Per Square Foot and Not Income
                                    Multipler
================================================================================
    Sale No.                 NOUSF              Price/SF            N.I.M.
- --------------------------------------------------------------------------------
        1                    $49.40             $424.67              8.60
- --------------------------------------------------------------------------------
        2                    $26.92             $277.37             10.29
- --------------------------------------------------------------------------------
        4                    $35.90             $384.62             10.72
- --------------------------------------------------------------------------------
        6                    $56.89             $605.17             10.63
================================================================================

     With the exception of comparable No. 1 which was purchased out of
foreclosure, the sale prices per square foot increase as the productivity (NOI
per square foot of net rentable area) of a particular property increases. As
will be discussed subsequently in the Income Approach of the report, the subject
property is projected to have a fiscal year 1997 net operating income of $26.29
per square foot. This level of income is generally consistent with sales No. 2.
However, we have also consider a positive adjustment to account for the
existence and eventual potential transference of development rights from the
subject property. As such, based upon the presented data we have concluded that
a net income multiplier of 11 is appropriate for the subject property.

     Applying a net income multiplier of 11 to the forecast FY 1997 net
operating income results in a value for the subject property as follows:

                 1996 NOI                                        $1,445,930
                 N.I.M.                                          11

                 Value based upon N.I.M. Analysis                $15,905,230
                 Rounded                                         $15,900,000

Sales Comparison Approach Conclusion

     The two units of comparison utilized in the sale comparison approach
produce very similar value indications for the subject property. The sale price
per square foot analysis indicated a value conclusion of $15,950,000, while the
net operating income analysis indicates a value of $15,900,000. After
considering the strengths of each, we have concluded at a final value estimate
to the subject property as indicated by the Sales Comparison Approach, as of
August 1, 1996 of $15,900,000. This conclusion equates to $289.09 per square
foot of net rentable area.

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                                      -26-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of "anticipation" underlies this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall rate extracted
from market sales to indicate a value. In the discounted cash flow method,
anticipated future net income streams and a reversionary value are discounted to
an estimate of net present value at a chosen yield rate (internal rate of
return).

     In our opinion the discounted cash flow method is appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect perceived investor
expectations. Appraisers make forecasts (not predictions) of future events based
upon their understanding of market forces and familiarity with the expectations
of typical investors in the property type being appraised.

Potential Gross Income - Existing Leases

     The subject property is 100 percent leased to two tenants. These tenants
include The Gap which occupies the basement, first floor and mezzanine, and
Equinox which will take occupancy of the second, third and fourth floors in
September 1996. The terms of these leases are 20 and 25 years, respectfully,
which extends well beyond the projection/holding period of this analysis.

     Despite the long term nature of these leases, we have compared the terms of
each lease to current market terms in order to establish their reasonableness.
This will be considered in our selection of the appropriate investment
parameters which will be applied to the subject property.

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                                      -27-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

     Following is a summary of the Gap lease.

                              The Gap Lease Summary

         Landlord:                     SKW II Real Estate, LIP
         Tenant:                       The Gap, Inc.

         Space:                        Basement, ground floor, mezzanine
         Size:                         25,000 square feet
         Term:                         20 years, 6 months

                                       11/1/1990 - 5/10/2010

         Rent:                         $1,100,000 (yrs. 1-3) - $44.00/SF
                                       $1,210,000 (yrs. 4-6) - $48.40/SF
                                       $1,331,000 (yrs. 7-9) - $53.24/SF
                                       $1,461,100 (yrs. 10-12) - $58.44/SF
                                       $1,610,510 (yrs. 13-15) $64.42/SF
                                       $1,771,561 (yrs. 16-18) - $70.86/SF
                                       $1,948,717 (yrs. 19 -) - $77.95/SF

         Tenants Obligation:           Tenant pays 52.01% of any increases in
                                       taxes over base occupancy year, utilities
                                       are directly metered.

         Landlord Obligation:          Structural repairs, base year real estate
                                       taxes.

     The existing Gap lease commenced in November 1990 and extends for a 20
year, 6 month term through May 10, 2010. The base rent has escalated to
$1,210,000 per annum or $48.40 per square foot. This rent escalates 10 percent
every three years. This lease also stipulates that the tenant is responsible for
52.01 percent of any increases in real estate taxes over the base occupancy year
amount. Utilities are directly metered, with the landlord being responsible for
structural repairs and the base year real estate taxes.

     In order to test the reasonableness of this lease as compared to current
market terms, we have surveyed the local retail market for comparable leasing
activity. The chart exhibited on the facing page demonstrates the results of our
findings. The exhibited leases involve comparable retail spaces on the upper
east side along Lexington and Third Avenues. Our search for comparable data
largely focused on spaces which are similar to the subject in terms of size and
multi-level use.

     Comparable lease Nos. 1 through 5 demonstrate a range of unit values of
approximately $44 to $95 per square foot. The low end of this range is formed by
a sublease to Herman's Sporting Goods in 1994 for a stated rental rate of
approximately $44 per square foot. Though Herman's declared bankruptcy, at the
inception of this lease Herman's was considered to be a valid tenant. As such,
it has been included in our analysis. The upper end of the exhibited

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                                      -28-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                            Income Approach
================================================================================

range is formed by a space with a superior Third Avenue location at 60 East 65th
Street. In June 1995, Dockers leased approximately 7,200 square feet of ground
and basement level space for $95.35 per square foot. This space warrants a
significant negative adjustment to account for its smaller size and superior
location as compared to the subject. Though it commenced in October 1991,
comparable lease No. 1 has been included in our analysis due to its identical
layout and use. This lease demonstrates a rental rate of $62 per square foot.

     The terms of these leases range between 15 and 20 years in length, with
potential options. Consistent with typical retail leasing structures in
Manhattan, the tenant is responsible for a pro-rata share of any increases in
real estate taxes over a base year, with utilities being directly metered. Free
rent of 6 to 12 months is often conceded by the landlord depending upon the
strength of the tenant. Tenant improvement allowances are not common within the
market.

     Based upon the exhibited comparable rental data, the existing Gap lease
within the subject property is consider to be consistent with current market
terms.

     The most significant recent occurrence regarding the subject property is
the leasing of the second, third and fourth floor to Equinox 85th Street, Inc.
The upper floors contain 30,000 square feet of rentable area and are in the
final stages of construction for the intended health club use. Following a
period of free rent, the lease is scheduled to commence September 1, 1996. The
club is also schedule to open as of this date. Similar to the Gap lease, despite
the very recent leasing date and long term nature of this lease, we have
compared its terms to current market conditions in order to establish its
reasonableness.

     The following is a summary of the Equinox lease:

                              Equinox Lease Summary

         Landlord:                   SKW II Real Estate, LP
         Tenant:                     Equinox 85th Street, Inc.

         Space:                      Second, Third and Fourth Floors
         Size:                       30,000 square feet
         Term:                       25 years

                                     September 1, 1996

         Rent:                       $700,000 (yrs. 1-5)
                                     Rent is schedule to increase 10 percent
                                     every 5 years through the term of the
                                     lease.

         Tenants Obligation:         Tenant pays 48 percent of any
                                     increases in taxes over base occupancy
                                     year amount.  Utilities will be paid for by
                                     the tenant.

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                                      -29-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

        Landlord Obligation:         Structural repairs, base year real estate
                                     taxes.

        Comments:                    The lease also provided for landlord
                                     contribution towards tenant
                                     improvements amounting to $1,100,000
                                     or $36.67 per square foot.
                                     Conversations with the asset manager
                                     revealed that virtually all of these
                                     monies have been funded as of date of
                                     appraisal. Therefore, this analysis
                                     assumes that a purchaser of the interest
                                     being appraised in this analysis will not
                                     incur any additional expense associated
                                     with the build-out of this space.


     Exhibited on the facing page is a chart which summarizes some of the most
recent health club leases in Manhattan. As can be seen, these leases are
generally long term in nature ranging from 16 to 20 years in duration. These
spaces are relatively large ranging between approximately 20,000 to over 100,000
square feet.

     The exhibited comparables develop a range in rental rates of approximately
$15 to $23 per square foot. The lower end of this range is formed by one of the
newest and largest health clubs in Manhattan. Its lower rental rate is not only
a function of its larger size but also its triple net terms. Comparable lease
No. 1 involves a new health club which will be located at 575 Lexington Avenue.
The space will primarily be located on the second floor of the building, with a
small entrance way at street grade. The landlord conceded 22 months free rent in
lieu of any tenant improvement allowance. The base rental rate equates to $23.04
per square foot.

     The Equinox lease terms previously outlined provide for a base rent of
$23.33 per square foot, escalating 10 percent every 5 years through the duration
of the lease. The tenant is also responsible for any increases in real estate
taxes other the base year amount. Utilities are directly metered, with the
landlord being responsible for restructural repairs. Based upon the presented
comparables, the Equinox lease has been deemed to be consistent with market
terms for this space.

     In our analysis of the subject property, we have utilized the contract
rental terms which are stipulated in the two existing leases covering the entire
subject property.

Reimbursable Expenses

     The existing leases stipulate that the tenants are responsible for all
utility expenses either through direct billing or a pass-through from the
landlord. Further, each tenant is required to carry a liability insurance policy
which covers their space. While the landlord will be responsible

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                                      -30-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Income Approach
================================================================================

for the base year real estates taxes, any increases above these amounts will be
passed-through to each tenant on a pro-rata share basis.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the annual
revenue an income property is likely to produce over a specified period of time,
rather than the income it could produce if it were always 100 percent occupied
and all tenants were paying their rent in full and on time. A normally prudent
practice is to expect some income loss as tenants potentially vacate, fail to
pay rent, or pay their rent late.

     Since the subject property is 100 percent leased to two tenants, the market
vacancy rate is not the only issue which must be considered in determining the
appropriate vacancy and collection loss factor for the subject property. We have
also considered the creditworthiness of both The Gap and Equinox Fitness Center.

     The Gap, Inc. currently operates 1,600 stores under four operating names
which include The Gap, Gap Kids, Banana Republic and Old Navy Gap. Headquartered
in San Bruno California, the Gap had 1994 sales volume of $3.72 billion. The
company also operates in France, Germany, Japan and the United Kingdom, and
anticipates opening an additional 100 stores in 1997 and 1998. Overall, the Gap
is considered to be a very good credit tenant.

     According to Dun and Bradstreet, Inc., Equinox Fitness Club, Inc. was
established in 1991 by Dan Errico and various family members. The company has
100+/- employees and an apparent clear credit history. The company's principle
business is physical fitness clubs with training equipment. Equinox has three
other locations in Manhattan. The property's asset manager indicated that there
was a credit check performed on the tenant prior to the signing of the lease and
the Equinox is considered to be a good regional credit tenant.

     Based upon the overall strength the subject's location and a
creditworthiness of the existing tenants, we have applied a 5 percent vacancy in
collection loss factor to the property's potential gross income.

Operating Expenses

     We have reflected the terms of the existing leases which are consider to be
consistent with market terms. Each lease stipulates that utilities will be
directly metered or passed through to each of the respective tenants and that
any increases in real estate taxes over the base year amounts will also be
passed through to the tenant on a pro-rata share basis. As such, the only
operating expenses which will be born by the landlord are the base year real
estates taxes, an appropriate management fee and reserves for replacement. We
have also accounted for a minor additional insurance policy to be carried by the
landlord.

Real Estate Taxes

     The Gap is required to reimbursed the landlord for 52.01 percent of any
increases in real estate taxes over the 1990/91 tax year. Similarly, Equinox is
required to reimburse the landlord in the amount of 48 percent of any increase
in the real estate taxes over 1995/96 tax amount.

================================================================================

                                      -31-
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
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                                                            Income Approach
================================================================================

These terms have been reflected within our analysis. For a complete discussion
of the property's real estate taxes, please refer to the Real Property Taxes and
Assessment section of the report.

Insurance

     Although the specific leasee is required to take out a liability policy,
the landlord should also carry additional insurance. We have forecasted that
stabilized insurance expense will be $0.20 per square foot of gross leaseable
area. We have based this expense on rates quoted by insurance brokers, a review
of the budgeted amount for this expense, as well as our experience in appraising
similar type commercial properties. Base upon the buildings 55,000+/- feet of
rentable area, this expense equates to $1 1,000.

Management Fee

     The typical management fee for managing property such as this is 2.0 to 5.0
percent effective rental income. This fee includes collection, supervision and
budget preparation and reflects the need for professional management to maximum
collections. Management of a two tenant retail building subject to a semi-net
lease is fairly low due to the limited responsibilities of the landlord. We have
estimated that the management fee expense is 2.0 percent of effective gross
income. This expense also accounts for the necessary financial reporting.

Miscellaneous

     This catch all expense category is intended to provide for minor unforeseen
expenses which will be incurred in the operation of the property. We have
accounted for a miscellaneous expense of $5,500 or $0.10 per square foot of
rentable area.

Reserves for Replacement

     It is customary and prudent to deduct an annual sum from effective gross
revenues to establish a reserve for replacing short-lived items throughout the
property. These costs may include roof repair, HVAC systems, etc. This is a
theoretical charge to reflect replacement of these items on a regular basis or
reserve for costs upon the tenant vacating. The property represents a newly
renovated building. As such, structure repairs will be minimal during the near
term. Our forecast of $0.10 per square foot of building area is a reasonable
reserve amount to cover the cost of maintaining the building's roof, the
mechanical systems considering the age and condition of the building. Based upon
the building's 55,000+/- square feet of rentable area, this expense equates to
$5,500 per annum.

Discounted Cash Flow Analysis

     An electronic spreadsheet program was used to model future income and
expenses. Our discounted cash flow analysis is presented on a subsequent page.
In formulating this model, the following assumptions were used:

     1.   The pro forma is based on a ten-year holding period, beginning August
          1, 1996 (fiscal year analysis).

================================================================================

                                      -32-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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<PAGE>


                                                            Income Approach
================================================================================

     2.   All revenue items have been entered based upon the existing lease
          terms.

     3.   General insurance and miscellaneous expenses were estimated to
          increase at the assumed general inflation rate of 3.5 percent.

     4.   The reversion estimate was based on a resale in the tenth year of the
          analysis period. It was formulated by applying a 10.0 percent overall
          rate to the eleventh year NOI and subtracting a 4 percent selling
          cost.

     5.   The net cash flows and net reversion were discounted to net present
          value using an equity yield (discount) rate of 11.50 percent, as
          derived below.

     Terminal Capitalization Rate Selection

     A terminal overall capitalization rate was used to estimate the market
value of the property at the end of the assumed investment holding period. The
rate is applied to the eleventh year estimate of net operating income. We
estimated an appropriate terminal rate based on indicated rates in today's
market. A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period, including a possible deterioration in market conditions for
the property. Investors typically add 50 to 150 basis points to the "going-in"
rate to arrive at a terminal capitalization rate, according to Cushman &
Wakefield's periodic investor surveys.

     Discount Rate Analysis

     In our valuation we endeavored to reflect the most likely actions of
typical buyers and sellers in this market. We forecasted cash flows and
discounted them and the future property value at reversion to a present value at
an internal rate of return (yield rates) currently required by investors for
similar-quality real property. The yield rate (internal rate of return or IRR)
is the single rate that discounts all future equity benefits (cash flows and
equity reversion) to an estimate of net present value.

     Cushman & Wakefield Valuation Advisory Services surveyed national real
estate investors to determine their investment objectives. Following is a brief
review of internal rates of return, overall rates, and income and expense growth
rates considered acceptable by respondents.

<TABLE>
<CAPTION>

                            CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
                WINTER 1995 NATIONAL INVESTOR SURVEY FOR RETAIL CENTERS OTHER THAN MALLS
=======================================================================================================
                                                                INCOME       EXPENSE
               GOING IN         TERMINAL         IRR            GROWTH        GROWTH        
            =============================================================================   Projection
             LOW     HIGH     LOW    HIGH    LOW    HIGH     LOW     HIGH    LOW     HIGH     Period
=======================================================================================================
<S>          <C>     <C>     <C>    <C>     <C>     <C>      <C>     <C>     <C>     <C>        <C>
  Mean       9.19    9.79    9.63   10.27   11.69   12.44    3.02    3.60    3.58    3.65       10
- -------------------------------------------------------------------------------------------------------
  Range      8.50    11.0    9.00    11.5    10.0    14.0    0.00    4.00    3.00    4.50       10
- -------------------------------------------------------------------------------------------------------
  Mode       9.50    9.50    10.0   10.00    11.5    12.5    3.00    4.00    4.00    4.00       10
- -------------------------------------------------------------------------------------------------------
  No. of
 Responses    13      13      14      14      13      13      13      13      13      13
=======================================================================================================
</TABLE>

================================================================================

                                      -33-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                                            Income Approach
================================================================================

     The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring high-grade retail properties in the
United States. The entire survey is included in the Addenda to this report.

     The Winter 1995 Cushman & Wakefield survey found going-in capitalization
rates for retail centers (other than malls) at 8.5 to 11.0 percent. The low mean
was 9.19 percent while the high mean was 9.79 percent. Terminal capitalization
rates ranged from 9.0 to 11.5 percent.

     The low mean was 9.63 percent while the high mean was 10.27 percent.
Internal rates of return (IRR) ranged from 10.0 to 14.0 percent with a low mean
of 11.69 percent and a high mean of 12.44 percent. On average, both income and
expense growth rates are 4 percent or lower, reflecting low inflation
expectations.

     According to the 1996 Appraiser News, a publication of the Appraisal
Institute, as of the first quarter 1996 investors in retail properties as
reported by Peter F. Korpacz Associates, Inc. are seeking "free & clear" equity
capitalization rates (OARs), yield rates (IRRs) and residual capitalization
rates which are as follows:

================================================================================
                           NATIONAL MARKET INDICATORS
                               FIRST QUARTER 1996
================================================================================
         Key Indicators                     National Strip Shopping Center
                                       ---------------------------------------
                                            Range                   Average
================================================================================
     Free & Clear Equity IRR            10.00% -14.00%               11.70%
- --------------------------------------------------------------------------------
     Change From Prior Qtr.                  --                       -2
- --------------------------------------------------------------------------------
     Free & Clear
     Equity Cap Rate                    8.25% -13.00%                 9.87%
- --------------------------------------------------------------------------------
     Change From Prior Qtr.                  --                        +13
- --------------------------------------------------------------------------------
     Residual Cap Rate                  8.25% -13.50%                10.10%
- --------------------------------------------------------------------------------
     Change From Prior Qtr.                  --                        +12
================================================================================
     Source: Appraiser News, 1995
================================================================================

     Capitalization and yield rates reported in these surveys are generally
higher for smaller scale projects in more localized areas which are not
considered investment grade by the respondents. The wide range of investment
parameters indicates that property risk and yield are assessed to a particular
investment property based on a variety of variables. Risk is the primary
determinant, and the risk variables include whether current contract rents are
significantly above or below current market rents; the risk to lease-up the
property and the strength of the market during a lease-up period; the durability
of the cash flow, and its ability to increase with inflation along with the
creditworthiness of the existing tenancy; investor demand for the property type;
the diversification of the metropolitan area; the property's location within the
local market and the supply and demand for the property type within the market;
and the effective age of the property.

     The investors' Internal Rates of Return cited in the surveys were between
10.0 and 14.0 percent while the OAR is cited were between 8.0 and 11.0 percent
for retail properties. The subject property has a very good and visible location
along Third Avenue which is considered to be one of the more stable retail
locales on the Upper East side. The property is leased to a

================================================================================

                                      -34-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Income Approach
================================================================================

very good national tenant as well as a regional tenant which is considered to
have overall good creditworthiness.

     Finally, determining the appropriate investment parameters to apply to the
subject property, we have considered to previously presented comparable sales
which demonstrate a range in overall rates of 9.25 to 9.71 percent. These
comparable sales involve commercial retail condominiums which offer the most
direct comparison to the subject property, given the lack of comparable building
sale activity. The issue of the subject transferable development rights was
discussed earlier in the report. We stated that we did not believe these
development rights are readily marketable given the status of the potential
receiving cite to the north. However, it would be unrealistic to assume that the
existence of these excess development rights do not enhance the current market
value of the subject property. We feel an investor in the subject property would
view the excess development rights as potential upside for the property in the
future which would appropriately be reflected in the Capitalization rate.

     Based upon the above, it is our opinion that an investor would require a
discount rate in the range of 11.25 to 11.75 percent with a terminal
capitalization rate ranging from 9.75 to 10.25 percent. Accordingly, we have
discounted the projected future pre-tax cash flows to be received by an equity
investor in the subject property to a present value from 11.25 to 11.75 percent
at 25 basis point intervals. Discounting these cash flows over the range of
yields and terminal rates now being required by participants in the market for
this type of real estate places additional perspective upon our analysis. A
valuation matrix for the subject property is presented below.

================================================================================
                                Valuation Matrix
                             1511-1515 Third Avenue
                                     ($000)
================================================================================
                          Terminal Capitalization Rates
================================================================================
          IRR               9.75%             10.00%             10.25%
================================================================================
         11.25%          $16.455,000       $16,282,000        $16,117,000
- --------------------------------------------------------------------------------
         11.50%          $16,197,000       $16,028,000        $15,867,000
- --------------------------------------------------------------------------------
         11.75%          $15,945,000       $15,780,000        $15,622,000
================================================================================



     The value of the subject property varies with the discount rates and range
of terminal capitalization rates from approximately $15,600,000 to $16,450,000,
as rounded. Giving consideration to all of the characteristics of the subject
property previously discussed, we believe that a prudent investor would require
a yield which falls near the middle of the market range outlined above for this
property.

     In view of the analysis presented, it is our opinion that the discounted
cash flow analysis indicates a market value of $16,000,000, as rounded, for the
subject property. The indices of investment generated through this indication of
value are presented as follows.

================================================================================

                                      -35-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

================================================================================
                             1511-1515 Third Avenue
                               New York, New York
================================================================================
                 Terminal Capitalization Rate              10.0%
- --------------------------------------------------------------------------------
                        Equity Yield                      11.50%
- --------------------------------------------------------------------------------
                      Price/SF of NRA                    $290.91
================================================================================

     In the final analysis, it is our opinion that the value of the leased fee
estate in the land and improvements by the discounted cash flow analysis is
$16,000,000.

     This value estimate produces an actual going-in capitalization rate of 9.04
percent, based upon the annualized net operating income as of the date of value.
It is noted that the going-in rate is approximately 100 basis points lower than
the terminal rate. The overall capitalization rate is within the range generally
required by investors as noted in the Cushman & Wakefield Investor Survey (8.5
to 11.0 percent).

Income Approach Conclusion

     The value by the discounted cash flow is $16,000,000 which is equivalent
to an implicit overall rate of 9.04 percent. The discounted cash flow analysis
is appropriate for the investor/purchaser buying properties with the potential
for growth over the holding period. As a result, it is our opinion that the
market value of the subject property by the Income Approach, as of August 1,
1996 is equal to $16,000,000.

================================================================================

                                      -36-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.

         Sales Comparison Approach                           $15,900,000

         Income Approach                                     $16,000,000

     The Cost Approach has not been utilized in this report. The Cost Approach
requires an estimation of the cost to reproduce or replace the existing
improvements of the property. From this cost new of improvements accrued
depreciation from physical, functional and economic sources is deducted to
arrive at a cost less depreciation. The estimated land value is then added to
arrive at total value. The Cost Approach was not utilized in this report due to
the lack of available data to estimate the site's land value. In addition, we
know of few investors who utilize replacement cost as the basis for their
investment decisions.

     The Sales Comparison Approach consists of the collection and analysis of
data relevant to actual sales of properties deemed comparable to the subject
property. Properties which have been sold are compared to the property under
appraisal and adjustments to the sale prices are made based on differences
between the subject property and the comparable sales. Adjustments are typically
made for location, date of sale, building size, quality of construction and
other relevant characteristics.

     The Income Approach converts anticipated future cash flows into a present
value estimate. This method is based on the premise that the motivation for a
property purchase is a function of the anticipation of future benefits to be
gained from the investment. The potential purchaser, in essence, will trade the
purchase price of the property for a projected income stream to be received in
the future. Conversion of the anticipated cash flow into a value indication
commonly occurs in the form of discounted cash flow analysis or application of a
single capitalization rate to a stabilized income estimate.

     These three traditional methods of estimating the market value of
commercial real estate are not mutually exclusive approaches to deriving an
estimate of most probable selling price, but are inter-dependent methodologies,
each relying on components from at least one of the other approaches. Hence, the
Cost Approach requires extensive market data to derive estimates of depreciation
and to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Approach in order to make adjustments for differences in income that
have influenced the sale price. Consideration of market data is also required
for the Income Approach in the selection and application of equity,
capitalization and discount rates, and estimation of income and expenses.
Consequently, it is our opinion that the purchasers and sellers, at least
intuitively, consider components of all three approaches in the process of
negotiating an acceptable price for a particular property.

     It is the Income Approach, however, that is logically considered the most
appropriate technique for estimating the value of income-producing property. Not
only does this approach represent the most direct and accurate simulation of
market behavior, it is the method explicitly

================================================================================

                                      -55-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                    Reconciliation and Final Value Estimate
================================================================================

employed by buyers and sellers in acquisition and disposition decisions.
Therefore, following the implied dictum of the market, we have used an approach
based primarily on projected income as the foundation for our valuation of the
subject property.

     There are several additional reasons why the Sales Comparison Approach does
not form the basis of our value estimate for the subject property. The quantity
and quality of market information inhibits the use of the Sales Comparison
Approach. Inadequacy of information regarding gross and net income, lease
details and expenses of comparable sales often deters accurate and relevant
adjustments of unit priced indicators. Comparison at one dollar per square foot
level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

     In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, as of August 1, 1996, was:

                             SIXTEEN MILLION DOLLARS
                                   $16,000,000

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. Marketing time occurs subsequent
to the effective date of the appraisal and exposure time is presumed to precede
the effective date of the appraisal. The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

     We believe, based on the assumptions employed in our analysis, as well as
our selection of investment parameters for the subject, our value conclusions
represent a price achievable within one year's marketing time on the open
market.

================================================================================

                                      -56-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

     1.   No opinion is intended to be expressed and no responsibility is
          assumed for the legal description or for any matters which are legal
          in nature or require legal expertise or specialized knowledge beyond
          that of a real estate appraiser. Title to the Property is assumed to
          be good and marketable and the Property is assumed to be free and
          clear of all liens unless otherwise stated. No survey of the Property
          was undertaken.

     2.   The information contained in the Appraisal or upon which the Appraisal
          is based has been gathered from sources the Appraiser assumes to be
          reliable and accurate. Some of such information may have been provided
          by the owner of the Property. Neither the Appraiser nor C&W shall be
          responsible for the accuracy or completeness of such information,
          including the correctness of estimates, opinions, dimensions,
          sketches, exhibits and factual matters.

     3.   The opinion of value is only as of the date stated in the Appraisal.
          Changes since that date in external and market factors or in the
          Property itself can significantly affect property value.

     4.   The Appraisal is to be used in whole and not in part. No part of the
          Appraisal shall be used in conjunction with any other appraisal.
          Publication of the Appraisal or any portion thereof without the prior
          written consent of C&W is prohibited. Except as may be otherwise
          stated in the letter of engagement, the Appraisal may not be used by
          any person other than the party to whom it is addressed or for
          purposes other than that for which it was prepared. No part of the
          Appraisal shall be conveyed to the public through advertising, or used
          in any sales or promotional material without C&W's prior written
          consent. Reference to the Appraisal Institute or to the MAI
          designation is prohibited.

     5.   Except as may be otherwise stated in the letter of engagement, the
          Appraiser shall not be required to give testimony in any court or
          administrative proceeding relating to the Property or the Appraisal.

================================================================================

                                      -57-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

     6.   The Appraisal assumes (a) responsible ownership and competent
          management of the Property; (b) there are no hidden or unapparent
          conditions of the Property, subsoil or structures that render the
          Property more or less valuable (no responsibility is assumed for such
          conditions or for arranging for engineering studies that may be
          required to discover them); (c) full compliance with all applicable
          federal, state and local zoning and environmental regulations and
          laws, unless noncompliance is stated, defined and considered in the
          Appraisal; and (d) all required licenses, certificates of occupancy
          and other governmental consents have been or can be obtained and
          renewed for any use on which the value estimate contained in the
          Appraisal is based.

     7.   The physical condition of the improvements considered by the Appraisal
          is based on visual inspection by the Appraiser or other person
          identified in the Appraisal. C&W assumes no responsibility for the
          soundness of structural members nor for the condition of mechanical
          equipment, plumbing or electrical components

     8.   The forecasted potential gross income referred to in the Appraisal may
          be based on lease summaries provided by the owner or third parties.
          The Appraiser has reviewed lease documents and assumes no
          responsibility for the authenticity or completeness of lease
          information provided by others. C&W recommends that legal advice be
          obtained regarding the interpretation of lease provisions and the
          contractual rights of parties.

     9.   The forecasts of income and expenses are not predictions of the
          future. Rather, they are the Appraiser's best estimates of current
          market thinking on future income and expenses. The Appraiser and C&W
          make no warranty or representation that these forecasts will
          materialize. The real estate market is constantly fluctuating and
          changing. It is not the Appraiser's task to predict or in any way
          warrant the conditions of a future real estate market; the Appraiser
          can only reflect what the investment community, as of the date of the
          Appraisal, envisages for the future in terms of rental rates,
          expenses, supply and demand.

     10.  Unless otherwise stated in the Appraisal, the existence of potentially
          hazardous or toxic materials which may have been used in the
          construction or maintenance of the improvements or may be located at
          or about the Property was not considered in arriving at the opinion of
          value. These materials (such as formaldehyde foam insulation, asbestos
          insulation and other potentially hazardous materials) may adversely
          affect the value of the Property. The Appraisers are not qualified to
          detect such substances. C&W recommends that an environmental expert
          be employed to determine the impact of these matters on the opinion of
          value.

     11.  Unless otherwise stated in the Appraisal, compliance with the
          requirements of the Americans With Disabilities Act of 1990 (ADA) has
          not been considered in arriving at the opinion of value. Failure to
          comply with the requirements of the ADA may adversely affect the value
          of the property. C&W recommends that an expert in this field be
          employed.

================================================================================

                                      -58-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                 CERTIFICATION OF APPRAISAL
================================================================================

     We certify that, to the best of our knowledge and belief:

     1.   Robert S. Nardella inspected the property and prepared the report.
          Travis W. Walsh, MAI, CRE, did not inspect the property, but has
          reviewed and approved the report.

     2.   The statements of fact contained in this report are true and correct.

     3.   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4.   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     5.   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6.   No one provided significant professional assistance to the persons
          signing this report.

     7.   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8.   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9.   As of the date of this report, Travis W. Walsh, MAI, CRE has completed
          the requirements of the continuing education program of the Appraisal
          Institute.


          /s/  Robert S. Nardella                 /s/ Travis W. Walsh
          Robert S. Nardella                      Travis W. Walsh, MAI, CRE
          Director                                Director
          Valuation Advisory Services             Valuation Advisory Services

================================================================================

                                      -59-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                     ADDENDA
================================================================================

                            COMPARABLE SALE ABSTRACTS

                        PROJECT ASSUMPTIONS AND ANALYSIS

                       CUSHMAN & WAKEFIELD INVESTOR SURVEY

                          QUALIFICATIONS OF APPRAISERS


================================================================================

                                      -60-


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-1

     Shopping Center Name:                        Parc Vendome

     Location:                                    340-350 West 57th Street
                                                  (Between 8th & 9th Avenues)
                                                  New York, New York, NY

     Parcel Number:                               Block 1047, Lots 1001-1008

     Grantor:                                     Parc Vendome Realty Holding
                                                  c/o River Bank Savings Bank

     Grantee:                                     Vendome Commercial LLC

     Date of Sale:                                01/02/96

     Recording Data:                              Deed Book 2277, Page 0796

     Physical Description:

       Gross Building Area:                       15,000 Square Feet
       Year Built:                                1993
       Parking:                                   None
       Ouality:                                   Good
       Construction:                              Brick and Concrete
       Zoning:                                    C64

     Sale Price:                                  $6,370,000

     Sale Price/Square Foot (GSF):                $424.67

     COMMENTS:

       This 15 tenant retail condominium consists of
       street level and basement space within the 
       18-story Parc Vendome complex. This property
       was sold out of foreclosure through River
       Bank America Savings Bank.

     Confirmation Data:

       Date:                                      06/24/96
       By:                                        APPRAISER
       With:                                      C&W


NYC4-2851


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-2

     Location:                                    420 Fifth Avenue
                                                  Btwn West 37th & 38th Streets
                                                  New York, New York, NY

     Parcel Number:                               Block 839, Lot 1001, 1006, 
                                                  1008-12

     Grantor:                                     Hammerson Properties
                                                  c/o Tim Vetrero

     Grantee:                                     Secured Properties Investors,
                                                  XIII, c/o Jamestown-S. Zoukis

     Date of Sale:                                07/05/95

     Recording Data:                              Deed Book 2221, Page 1342

     Physical Description:

      Gross Building Area:                        50,475 Square Feet
      Gross Leasable Area:                        50,475 Square Feet
      Year Built:                                 1990
      Parking:                                    None
      Quality:                                    Excellent
      Construction:                               28-story office building
      Zoning:                                     C5-3, Restricted Central Comm
      Major Tenants:                              Comp USA and Au Bon Pain

     Sale Price:                                  $14,000,000

     Terms of Sale:                               All cash to seller

     Occupancy at Sale:                           100 %

     Economic Indicators:

      Gross Annual Income:                        $2,091,969
      Less: Operating Expenses:                   $732,969
      Net Operating Income:                       $1,359,000

     Appraisal Indicators:

      Gross Income Multiplier:                    10.30
      Overall Rate WAR):                          9.71%

     Sale Price/Square Foot (GSF):                $277.37

     Sale Price/Square Foot (GLA):                $277.37

             COMMENTS:

               This is a retail condominium with street level, second


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-2 Continued

               floor and basement space within a 28-story, 609,000 square foot
               Class A office building. The retail space is 100 percent leased
               to Comp USA (46,250 SF) as their Now York flagship store and Au
               Bon Pain (4,225 SF).

               Comp USA leases 10,235 SF on the ground floor, 12,065 SF on the
               second floor and 23,950 SF of basement space for a total of
               46,250 SF. This 15-year gross lease expires in April, 2009 and
               has 3 renewal options with an initial rent of $1,850,000 per
               annum with 12.6% increases every 5 years. The 3 renewal rental
               rates would be $2.95 million, $3.32 million, and $4.74 million
               per annum respectively.

               Au Bon Pain leases 2,644 SF on the ground and 1,581 SF in the
               basement for a total of 4,225 SF. This 15-year gross lease
               expires in May, 2009 and has no renewal options. The initial rent
               is $241,969 per annum with annual CPI bumps or 3 percent
               whichever is higher with no cap,

             Confirmation Data:

               Date:                                     12/07/95
               By:                                       APPRAISER
               With:                                     C&W
          
NYC4-2653


<PAGE>


                                                        STORE BUILDING SALE
================================================================================

     I-3

     Building Name:                               The Alexandra

     Location:                                    201 West 72nd Street
                                                  N/E/C Columbus Avenue
                                                  New York, New York, NY

     Parcel Number:                               Block 1164, Lot 1001

     Grantor:                                     Broadway 172nd Assocs
                                                  c/o Stanley Stahl

     Grantee:                                     Broadway 72nd Assocs. II, LLC
                                                  c/o Peter L. Malkin

     Date of Sale:                                07/26/95

     Recording Data:                              Deed Book 2227, Page 1477

     Recording Date:                              07/26/95

     Physical Description:

       Net Rentable Area:                         25,000 Square Feet
       Year Built:                                Circa 1960
       Quality:                                   Average
       Construction:                              Concrete and masonry
       Zoning:                                    Commercial
       Major Tenants:                             HMV Records

     Sale Price:                                  $6,475,000

     Terms of Sale:                               All cash to seller

     Sale Price/Square Foot (RSF):                $259.00

     COMMENTS:

       The retail space is located on the ground
       floor and basement of The Alexandra, a luxury
       residential condominium. The entire commercial
       condominum is occupied by HMV Records.

     Confirmation Data:

       Date:                                      04/01/96
       By:                                        APPRAISER
       With:                                      C&W

NYC4-2789


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-4

     Shopping Center Name:                        Park Avenue Court

     Location:                                    1280-1288 Lexington Avenue
                                                  Btwn East 86th & 87th Streets
                                                  New York, New York, NY

     Parcel Number:                               Block 1515, Lot 1102 & 1103

     Grantor:                                     86th Street LP c/o Dai-Ichi
                                                  Kangyo Bank Ltd/World Trade Cr

     Grantee:                                     120 East 87th Corp c/o Alaskan
                                                  Common Fund, L&B Realty Group

     Date of Sale:                                02/28/95

     Recording Data:                              Deed Book 2187, Page 2029

     Recording Date:                              03/03/95

     Physical Description:

       Gross Building Area:                       78,000 Square Feet
       Gross Leasable Area:                       78,000 Square Feet
       Year Built:                                1971
       Parking:                                   None
       Quality:                                   Good
       Construction:                              12-story post-war condo
       Zoning:                                    Cl-8X, Local Retail District
       Major Tenants:                             Odeon Movie Theater, Curtains
                                                  & Home (bankrupt), HMV Records

     Sale Price:                                  $30,000,000

     Terms of Sale:                               All cash to seller

     Occupancy at Sale:                           100%

     Economic Indicators:

       Net Operating Income:                      $2,800,000            Estimate

     Appraisal Indicators:

       Overall Rate (OAR):                        9.25%

     Sale Price/Square Foot (GSF):                $384.62

     Sale Price/Square Foot (GLA):                $384.62


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-4 (Continued)

             COMMENTS:

               This is a street level retail condominium with second floor and
               basement space and a multi-level movie theater (708 seats) in a
               converted 12-story luxury condominium building with 240
               residential units. The building was converted to a residential
               use and was formerly a Gimbel's department store.

               The commercial condominium was controlled by a bank group
               including Dai-Ichi Kangyo Bank, Daiwa Bank and First Chicago
               Bank. The property was marketed and under contract for an
               extended period.

               Curtains & Home which only occupied second floor space, was in
               bankruptcy at the time of contract. The representatvies of the
               seller indicated that the overall rate was below 9.5% and
               approaching 9.0% depending on the analysis of the Curtains & Home
               space.

             Confirmation Data:

              Date:                                     05/24/95
              By:                                       APPRAISER
              With:                                     C&W
            
NYC4-2379


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-5
   
     Shopping Center Name:                             Hampton House

     Location:                                         28 East 70th Street
                                                       S/E/C Madison Avenue
                                                       New York, New York, NY

     Parcel Number:                                    Block 1384, Lot 1001

     Grantor:                                          Millennium Partners

     Grantee:                                          Prada of Mila, Inc.

     Date of Sale:                                     03/01/96

     Physical Description:

       Land Area:                                      5,000 Square Feet
       Gross Building Area:                            13,100 Square Feet
       Gross Leasable Area:                            13,100 Square Feet
       Year Built:                                     1994
       Parking:                                        None
       Quality:                                        Good
       Construction:                                   Brick & Concrete
       Major Tenants:                                  Prada

     Sale Price:                                       $14,000,000

     Terms of Sale:                                    All cash to seller

     Sale Price/Square Foot (GSF):                     $1,069

     Sale Price/Square Foot (GLA):                     $1,069

     COMMENTS:

       This retail condominium was purchased by an
       owner/user. The retail space includes the
       basement through the 3rd floor within a vacant
       residential building which is being totally
       renovated.

     Confirmation Data:

       Date:                                           06/01/96
       By:                                             SELLER
       With:                                           C&W

NYC4-2852


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-6

     Shopping Center Name:                        The Boulevard

     Location:                                    2361-79 Broadway
                                                  N/W/C West 86th Street
                                                  New York, New York, NY

     Parcel Number:                               Block 1234, Lot 1001

     Grantor:                                     Broadway 86th Street Assoc c/o
                                                  Ian Bruce Eichner & Citibank

     Grantee:                                     Boulevard West, LP c/o
                                                  Janet Shi/Dragen Industries

     Date of Sale:                                04/28/93

     Recording Data:                              Deed Book 1966, Page 2283

     Recording Date:                              05/03/93

     Physical Description:

       Gross Building Area:                       27,265 Square Feet
       Gross Leasable Area:                       27,265 Square Feet
       Year Built:                                1986
       Parking:                                   None
       Quality:                                   Excellent
       Construction:                              22-sty rental/co-op apartments
       Zoning:                                    C4-6A, General Commercial Dist
       Major Tenants:                             The Gap, Chemical Bank,
                                                  Gristede's and medical office

     Sale Price:                                  $16,500,000

     Terms of Sale:                               All cash to seller

     Occupancy at Sale:                           100%

     Economic Indicators:

       Net Operating Income:                      $1,551,000              Actual

     Appraisal Indicators:

       Overall Rate (OAR):                        9.40%

     Sale Price/Square Foot (GSF):                $605.17

     Sale Price/Square Foot (GLA):                $605.17


<PAGE>


                                                      STRIP COMMERCIAL SALE
================================================================================

     I-6 (Continued)

             COMMENTS:

               This is a street level retail condominium in a new 22-story
               rental/co-op apartment building with 220 units. The developer,
               Bruce Eichner, constructed the building as a cond-op. Few of the
               residential units were sold and Citibank, N.A. took control of
               the property. The retail unit also includes frontage along West
               87th Street that was occupied as medical offices.

             Confirmation Data:
                Date:                                      05/15/93
                By:                                        APPRAISER
                With:                                      C&W

NYC4-1083


<PAGE>


                             1511-1515 THIRD AVENUE
                            PROJECT DESIGNATOR: 1511
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS

                                  8/9/96 @ 9:26

BUILDING PROLODGUE
- ------------------


LEASEHOLD ANALYSIS OF 1511-1515 THIRD AVENUE BEGINNING 8/1995
FOR 15 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

GLA
+100.0% OF GAPA+100.0% OF EQUT

GAPA
+100.0% OF BSMT+100.0% OF 1&MZ

EQU1
1995 VALUE -      25,000
THEREAFTER - CONSTANT

EQU2
1995 VALUE -       5,000
THEREAFTER - CONSTANT

EQUT
+100.0% OF EQU1+100.0% OF EQU2

BSMT
1995 VALUE -      10,270
THEREAFTER - CONSTANT

I&MZ
1995 VALUE -      14,720
THEREAFTER - CONSTANT

GROWTH RATES
- ------------


CPIG
1995 VALUE -        3.50
THEREAFTER - CONSTANT

EXPG
1995 VALUE -        3.50
THEREAFTER - CONSTANT

TAXG
1995 VALUE -        4.00
THEREAFTER - CONSTANT


<PAGE>


                                                                          PAGE 2

RNTG

1995 VALUE -         3.50
THEREAFTER - CONSTANT

MARKET RATES
- ------------

GNDR
1995 VALUE -        40.00
1996 VALUE -        40.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

UPPR
199S VALUE -        25.00
1996 VALUE -        25.00
THEREAFTER - GROWING AT  GROWTH RATE RNTG

RESR
1995 VALUE -         0.10
1996 VALUE -         0.10
THEREAFTER - GROWING AT  GROWTH RATE CPI~G

INSR
1995 VALUE -         0.20
1996 VALUE -         0.20
THEREAFTER - GROWING AT  GROWTH RATE CPIG

MICR
1995 VALUE -         0.10
1996 VALUE -         0.10
THEREAFTER - GROWING AT GROWTH RATE CPIG

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

REAL ESTATE TAXES, REFERRED TO AS RETX
CHARGED AGAINST NET OPERATING INCOME

1995 VALUE -       1.00
1996 VALUE -    368,805
1997 VALUE -    360,948
1998 VALUE -    401,560
1999 VALUE -    422,704
2000 VALUE -    444,392
2001 VALUE -    464,481
2002 VALUE -    483,061
2003 VALUE -    502,383


<PAGE>


                                                                          PACE 3

2004 VALUE -     522,476
2005 VALUE -     543,378
2006 VALUE -     565,113
2007 VALUE -     587,717
THEREAFTER - GROWING AT GROWTH RATE TAXG

INSURANCE           , REFERRED TO AS INSE
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE INSR MULTIPLIED BY AREA MEASURE GLA

MISCELLANEOUS       , REFERRED TO AS MISC
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE MICR MULTIPLIED BY AREA MEASURE GLA

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1995 VALUE -         5.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1995 VALUE -         2.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -   0.000% OF TOTAL RENT

STANDARD METHOD #2 -   0.000% OF TOTAL RENT

STANDARD METHOD #3 -   0.000% OF TOTAL RENT

STANDARD METHOD #4 -   0.000% OF TOTAL RENT

STANDARD METHOD #5 -   0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT


<PAGE>


                                                                          PAGE 4

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

NONE

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

CAPITAL RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE GLA

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE


<PAGE>


                                                                          PAGE 5

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

           PERCENT OF        RELATIVE
MONTH     ANNUAL SALES        VOLUME
          ------------       --------
JAN            8.33%            1.00
FEB            8.33%            1.00
MAR            8.33%            1.00
APR            8.33%            1.00
MAY            8.33%            1.00
JUN            8.33%            1.00
JUL            8.33%            1.00
AUG            8.33%            1.00
SEP            8.33%            1.00
OCT            8.33%            1.00
N0V            8.33%            1.00
DEC            8.33%            1.00
              -------         -------
TOTALS        100.00%          12.00

GLOBAL  RECOVERIES
- -----------------

NONE

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:

SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY

RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------


<PAGE>


OFFICES-URBAN, CLASS A
<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                   Going In Cap Rate      Tenninal Cap Rate           IRR              Income Growth        Expense Growth    Period
====================================================================================================================================
                     Low       High        Low       High       Low        High         Low     High         Low     High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>         <C>       <C>         <C>       <C>          <C>     <C>          <C>      <C>        <C>
                   10.00%    l0.50%       10.00%    10.00%      12.00%    13.00%       3.00%    3.00%       4.00%    4.00%      10
                    9.50%     9.75%        9.75%    10.00%      11.75%    12.25%       3.00%    3.50%       3.50%    3.50%      10
                    9.00%     9.00%        9.00%     9.00%      12.00%    12.00%       0.00%   10.00%       4.00%    4.00%      10
                    8.00%    10.00%        9.00%    11.00%      10.00%    13.00%       0.00%    4.00%       4.00%    4.00%      10
                    8.00%    10.00%        9.00%     9.00%      11.00%    13.00%       4.00%    5.00%       4.00%    4.00%      10
                    7.50%     9.00%        8.00%     9.50%      10.50%    11.50%       2.00%    3.50%       3.50%    3.50%      10
                    9.00%    10.00%       10.00%    11.00%      11.00%    13.00%       4.00%    4.00%       4.00%    4.00%      10
                    9.50%    10.00%       10.00%    10.50%      11.40%    11.70%       3.00%    4.00%       3.50%    4.50%      10
                   12.00%    12.00%       10.00%    10.00%      15.00%    15.00%       3.00%    4.00%       2.00%    4.00%       5
                   12.00%    12.00%       12.00%    12.00%      14.00%    14.00%       3.00%    3.00%       3.00%    3.00%      10
                    8.50%     9.00%        9.00%     9.50%      12.00%    12.50%       2.00%    3.00%       2.00%    3.00%      10
                    9.50%    10.00%       10.00%    11.00%      12.00%    13.00%       3.00%    3.00%       3.00%    3.00%      10
                                           8.00%    9.00%

                   10.00%    10.00%       10.00%    10.00%      12.50%    12.50%       2.00%    3.00%       3.00%    3.00%      10
                    7.00%     8.00%        9.00%     9.00%      11.00%    11.00%       6.00%    6.00%       4.00%    4.00%      10
                    8.00%     9.00%        9.00%    10.00%      11.00%    12.00%       3.00%    3.00%       3.00%    3.00%      10
                    9.00%     9.25%       10.00%    10.25%      12.00%    12.00%       4.00%    4.00%       4.00%    4.00%      10
==========================================================================================================================
No. ot Responses     16        16           17        17          16        16          16       16          16       16
Average             9.16%     9.84%        9.51%    10.04%      11.82%    12.59%       2.81%    4.13%       3.41%    3.66
==========================================================================================================================
</TABLE>

<PAGE>


OFFICES-SUBURBAN

<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                   Going In Cap Rate      Tenninal Cap Rate           IRR              Income Growth        Expense Growth    Period
====================================================================================================================================
                     Low       High        Low       High       Low        High         Low     High         Low     High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>       <C>         <C>       <C>          <C>     <C>          <C>      <C>        <C>
                   9.50%      11.00%      9.00%     10.50%      14.00%    14.00%       3.25%    3.25%       4.00%    4.00%       5
                   9.00%       9.00%      9.00%      9.50%      11.00%    11.00%       5.00%    5.00%       4.00%    4.00%      10
                   9.00%      10.00%      9.50%     10.00%      11.50%    12.50%                            3.50%    3.50%      10
                   9.50%       9.75%      9.75%     10.00%      11.75%    12.25%       3.50%    4.00%       3.50%    3.50%      10
                   9.00%       9.00%      9.00%      9.00%      12.00%    12.00%       4.00%   15.00%       4.00%    4.00%      10
                   9.00%      11.00%      9.75%     12.00%      11.00%    14.00%       0.00%    4.00%       4.00%    4.00%      10
                   9.00%      10.50%      9.50%     11.00%      11.50%    12.00%       2.00%    3.50%       3.50%    3.50%      10
                   8.00%       9.50%      9.00%     10.50%      11.00%    12.00%       4.00%    4.00%       4.00%    4.00%      10
                   9.50%       9.75%      9.75%     10.50%      11.40%    11.70%       3.00%    4.00%       3.50%    4.50%      10
                  12.00%      12.00%     10.00%     10.00%      15.00%    15.00%       3.00%    4.00%       2.00%    4.00%       5
                  10.00%      10.00%     10.00%     10.00%      12.00%    12.00%       4.00%    4.00%       3.00%    3.00%      10
                   8.50%       9.00%      9.00%      9.50%      12.00%    12.50%       3.00%    5.00%       3.00%    4.00%      10
                   9.00%      10.00%      9.50%     10.50%      12.00%    12.50%       3.00%    3.00%       3.00%    3.00%      10
                                          9.00%      9.00%                                                   
                  10.50%      10.50%     10.50%     10.50%      12.50%    12.50%       2.00%    3.00%       3.00%    3.00%      10
                   9.00%      10.00%      9.00%      9.00%      15.00%    15.50%       5.00%    5.00%       3.00%    3.00%      5-7
                   9.00%       9.00%      9.00%      9.00%      11.25%    11.25%       5.00%    5.00%       4.00%    4.00%      10
                   8.00%       9.00%      9.00%     10.00%      11.00%    12.00%       3.00%    3.00%       3.00%    3.00%      10
                   9.00%       9.25%     10.00%     10.25%      12.00%    12.00%       4.00%    4.00%       4.00%    4.00%      10
==========================================================================================================================
No. of Responses    18         18          19         19          18       18           17       17          18       18
Average            9.25%       9.90%      9.43%     10.04%      12.11%    12.59%       3.34%    4.63%       3.44%    3.67%
==========================================================================================================================
</TABLE>


<PAGE>


INDUSTRIAL

<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                   Going In Cap Rate      Tenninal Cap Rate           IRR              Income Growth        Expense Growth    Period
====================================================================================================================================
                     Low       High        Low       High       Low        High         Low     High         Low     High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>       <C>         <C>       <C>          <C>     <C>          <C>      <C>        <C>
                   9.00%       9.00%       9.50%     9.50%      11.50%    11.50%       4.00%   4.00%        4.00%    4.00%      10
                   8.50%      10.00%       9.50%    10.00%      11.50%    12.50%                            3.50%    3.50%      10
                   9.00%       9.25%       9.50%     9.75%      11.50%    11.75%       3.50%   4.00%        3.50%    3.50%      10
                   9.00%       9.00%       9.50%     9.50%      11.50%    11.50%       2.00%   8.00%        4.00%    4.00%      10
                   9.00%      10.00%       9.75%    12.00%      10.00%    13.00%       2.00%   4.00%        4.00%    4.00%      10
                   9.00%      10.00%      10.00%    11.00%      11.50%    12.50%       4.00%   4.00%        4.00%    4.00%      10
                   9.00%       9.50%       9.50%     9.75%      11.20%    11.50%       3.00%   3.50%        3.50%    4.00%      10
                  12.00%      12.00%      10.00%    10.00%      14.00%    14.00%       2.00%   3.00%                             3
                   8.50%       8.50%       9.00%     9.50%      11.00%    11.50%       4.00%   4.00%        4.00%    4.00%      10
                   9.00%       9.50%       9.50%    10.00%      11.25%    11.75%       3.00%   3.00%        3.00%    3.00%      10
                                           9.00%    10.00%                                                  
                   9.00%       9.00%       9.50%     9.50%      11.25%    11.25%       4.00%   4.50%        4.00%    4.00%      10
                   9.00%       9.25%      10.00%    10.25%      12.00%    12.00%       4.00%   4.00%        4.00%    4.00%      10
===========================================================================================================================
No. of Responses     12          12          13       13          12        12           11     11            11      11
Average            9.17%       9.58%       9.56%    10.06%      11.52%    12.06%       3.23%   4.18%        3.77%    3.82%
===========================================================================================================================
</TABLE>

<PAGE>


RETAIL, COMMUNITY AND NEIGHBOHOOD CENTERS

<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                   Going In Cap Rate      Tenninal Cap Rate           IRR              Income Growth        Expense Growth    Period
====================================================================================================================================
                     Low       High        Low       High       Low        High         Low     High         Low     High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>       <C>         <C>       <C>          <C>     <C>          <C>      <C>        <C>
                  9.50%       11.00%       9.00%    10.50%      14.00%    14.00%       3.25%   3.25%        4.00%    4.00%       5
                  9.00%       10.00%       9.00%    10.00%      11.50%    12.50%       3.50%   3.50%        3.50%    3.50%      10
                  9.50%        9.75%       9.75%    10.00%      11.50%    11.75%       3.50%   4.00%        3.50%    3.50%      10
                  9.50%        9.50%      10.00%    10.00%      12.50%    12.50%       0.00%   4.00%        4.00%    4.00%      10
                  9.00%       10.50%       9.75%    11.50%      10.00%    14.00%       2.00%   4.00%        4.00%    4.00%      10
                  10.00%      10.00%      10.00%    10.00%      12.00%    12.00%       4.00%   4.00%        4.00%    4.00%      10
                  8.50%        9.50%       9.50%    10.50%      11.50%    12.50%       4.00%   4.00%        4.00%    4.00%      10
                  9.50%        9.75%       9.75%    10.00%      11.25%    11.50%       3.00%   4.00%        3.50%    4.50%      10
                  8.50%        9.00%       9.00%     9.50%      11.00%    12.00%       3.00%   3.00%        3.00%    3.00%      10
                  9.50%       10.00%      10.00%    10.50%      11.50%    12.50%       3.00%   3.00%        3.00%    3.00%      10
                                           9.00%    10.00%
                  9.50%        9.50%      10.00%    10.00%      12.00%    12.00%       3.00%   3.00%        3.00%    3.00%      10
                  8.50%        9.50%      10.00%    11.00%      11.25%    12.50%       3.00%   3.00%        3.00%    3.00%      10
                  9.00%        9.25%      10.00%    10.25%      12.00%    12.00%       4.00%   4.00%        4.00%    4.00%      10
===========================================================================================================================
No. of Responses   13          13          14         14          13       13           13      13           13       13
Average           9.19%        9.79%       9.63%    10.27%      11.69%    12.44%       3.02%   3.60%        3.58%    3.65%
===========================================================================================================================
</TABLE>

<PAGE>


RETAIL, POWER CENTERS AND "BIG BOX"
<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                   Going In Cap Rate      Tenninal Cap Rate           IRR              Income Growth        Expense Growth    Period
====================================================================================================================================
                     Low       High        Low       High       Low        High         Low     High         Low     High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>       <C>         <C>       <C>          <C>     <C>          <C>      <C>        <C>
                   9.25%       9.50%       9.50%    10.00%      11.50%    11.50%       3.00%   3.50%        4.00%    4.00%      10
                   9.50%       9.75%       9.75%    10.00%      10.50%    11.50%       3.50%   4.00%        3.50%    3.50%      10
                  10.00%      10.00%      10.00%    10.00%      12.00%    12.00%       0.00%   4.00%        4.00%    4.00%      10
                   9.00%       9.50%       9.50%    10.00%      11.00%    12.00%       2.00%   3.50%        3.50%    3.50%      10
                   8.00%       9.00%       9.00%    10.00%      11.00%    12.00%       4.00%   4.00%        4.00%    4.00%      10
                   9.75%      10.00%       9.75%    10.00%      11.20%    11.50%       3.00%   3.50%        3.50%    4.00%      10
                   9.00%       9.50%      10.00%    10.00%      10.50%    11.00%       2.50%   2.50%        2.50%    2.50%      10
                   9.50%      10.00%      10.00%    10.50%      11.50%    12.50%       3.00%   3.00%        3.00%    3.00%      10
                                           8.50%     9.50%                                                  
                   9.00%       9.00%       9.50%     9.50%      11.50%    11.50%       3.00%   3.00%        3.00%    3.00%      10
                   9.50%       9.50%       9.75%     9.75%      11.25%    11.25%       4.00%   4.00%        4.00%    4.00%      10
                   9.00%       9.25%      10.00%    10.25%      12.00%    12.00%       4.00%   4.00%        4.00%    4.00%      10
===========================================================================================================================
No. ot Responses    11          11          12        12         11         11          11      11           11       11
Average            9.23%       9.55%       9.60%     9.96%      11.27%    11.70%       2.91%   3.55%        3.55%    3.59%
===========================================================================================================================
</TABLE>

<PAGE>


REGIONAL MALLS
<TABLE>
<CAPTION>
                                                                                                                             Projec-
                                                                                                                              tion
                   Going In Cap Rate      Tenninal Cap Rate           IRR              Income Growth        Expense Growth    Period
====================================================================================================================================
                     Low       High        Low       High       Low        High         Low     High         Low     High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>       <C>         <C>       <C>          <C>     <C>          <C>      <C>        <C>
                  8.00%       8.50%       8.50%      9.00%      10.50%    10.50%       3.00%   3.50%        4.00%    4.00%      10
                  7.75%       8.25%       8.50%      8.75%      11.00%    11.50%       3.50%   4.00%        3.50%    3.50%      10
                  7.50%       7.50%       8.00%      8.00%      11.50%    11.50%       0.00%   4.00%        4.00%    4.00%      10
                  7.50%       9.00%       8.00%      9.75%      10.00%    12.00%       2.00%   4.00%        4.00%    4.00%      10
                  7.00%       8.00%       7.00%      8.00%      11.00%    11.00%       4.00%   4.00%        4.00%    4.00%      10
                  7.50%       8.00%       7.50%      9.00%      10.50%    11.50%       2.00%   3.50%        3.50%    3.50%      10
                  7.00%       8.00%       9.00%     10.00%      10.50%    11.50%       4.00%   4.00%        4.00%    4.00%      10
                  7.50%       8.00%       8.50%      8.50%      10.00%    11.00%       3.00%   3.00%        3.00%    3.00%      10
                  7.50%       9.00%       8.50%      8.50%      11.50%    11.50%       4.00%   5.00%                            10
===========================================================================================================================
No. of Responses     9          9           9          9          9         9            9       9            8        8
Average           7.47%       8.25%       8.17%      8.83%      10.72%    11.33%       2.83%   3.89%        3.75%    3.75%
===========================================================================================================================
</TABLE>

<PAGE>


LODGING, FULL SERVICE

<TABLE>
<CAPTION> 
                   Going-In Cap Rate  Terminal Cap Rate        IRR                IRR           Income Growth       Expense Growth  
                     Low       High     Low      High     Low       High    Low       High      Low       High       Low    High   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>      <C>      <C>      <C>       <C>     <C>       <C>       <C>       <C>       <C>       <C>    
Luxury
- -----------------
                     8.00%     9.00%   10.00%   10.00%   15.00%    20.00%  20.00%    25.00%    6.00%     6.00%     4.00%     4.00%  
                     5.00%     7.00%   10.50%   11.00%   12.50%    13.00%                      4.00%     5.00%     3.00%     4.00%  
                    11.00%    13.00%   11.00%   13.00%   15.00%    15.00%  20.00%    25.00%    4.00%     8.00%     4.00%     4.00%  
                    10.50%    10.50%   10.00%   10.00%                                                             3.50%     5.00%  
                    11.00%    11.00%   13.00%   13.00%                                         5.00%     6.00%     3.00%     4.00%  
                     9.00%     9.00%   10.00%   10.00%   13.00%    13.00%  16.00%    16.00%    4.00%     4.50%     3.00%     3.00%  
                    11.00%    12.00%   10.00%   11.00%   12.00%    16.00%  19.00%    23.00%    3.00%     4.00%     4.00%     4.00%  
                     8.00%     8.00%   10.00%   10.00%   12.00%    14.00%  15.00%    20.00%    8.00%     8.00%     6.00%     6.00%  
                     6.00%     8.00%    8.00%    9.00%                     20.00%    25.00%    5.00%     5.00%     3.00%     4.00%  
                     8.50%     8.50%    9.00%    9.00%                                         5.00%     5.00%     4.00%     4.00%  
                                        8.00%   10.00%   15.00%    18.00%  18.00%    22.00%                        4.00%     4.00%  
- ----------------------------------------------------------------------------------------------------------------------------------
No. of Responses      10        10       11       11       7         7       7         7        9         9         11        11    
Average              8.80%     9.60%    9.95%   10.55%   13.50%    15.57%  18.29%    22.29%    4.89%     5.72%     3.77%     4.18%  
- ----------------------------------------------------------------------------------------------------------------------------------
First Class
- -----------------
                    11.00%    11.00%   11.00%   11.00%   15.00%    20.00%  20.00%    20.00%    4.00%     4.00%     4.00%     4.00%  
                    11.00%    11.00%   13.00%   13.00%                                         5.00%     6.00%     3.00%     4.00%  
                    10.00%    10.00%   11.00%   11.00%   15.00%    15.00%  18.00%    18.00%    4.00%     4.50%     3.00%     3.00%  
                    10.00%    10.00%   11.00%   11.00%   15.00%    18.00%  15.00%    20.00%   10.00%    10.00%     5.00%     5.00%  
                    10.00%    10.00%   10.50%   10.50%   16.00%    16.00%  25.00%    25.00%    4.00%     4.00%     3.00%     3.00%  
                     8.00%     9.00%   10.00%   10.00%                     20.00%    25.00%    5.00%     5.00%     3.00%     4.00%  
                    10.00%    10.00%   10.50%   10.50%                     22.00%    22.00%    4.00%     4.00%     4.00%     4.00%  
                                        8.00%   10.00%   15.00%    18.00%  18.00%    22.00%                        4.00%     4.00%  
                     5.00%     5.00%   10.00%   11.00%   15.00%    15.00%                      4.00%     4.00%     3.00%     3.00%  
                     8.00%     8.00%   10.00%   10.00%   14.50%    14.50%  20.00%    20.00%    3.50%     3.50%     3.50%     3.50%  
                    10.50%    10.50%   11.00%   11.00%   13.00%    13.00%  20.00%    23.00%    4.50%     4.50%     3.50%     3.50%  
- ----------------------------------------------------------------------------------------------------------------------------------
No. of Responses      11        10      11        11       8         8       9         9        10        l0        11        11    
Average              9.35%     9.45%   10.55%   10.82%   14.81%    16.19%  19.78%    21.67%    4.80%     4.95%     3.55%     3.73%  
- ----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                     Projection  Management
                       Period       Fees       Reserves
                        Years    % Revenue    % Revenue
- -------------------------------------------------------
<S>                       <C>       <C>          <C>
Luxury
- ------------------
                          7         2.50%        4.00%
                          10        3.50%        4.00%
                          5         4.00%        5.00%
                          10        4.50%        5.00%
                          5         3.00%        4.00%
                          10        2.50%        3.00%
                          5         3.00%        3.50%
                          10        4.50%        5.50%
                          5         4.00%        4.00%
                          5         3.00%        3.00%
                          5         3.50%        4.00%
- -------------------------------------------------------
No. of Responses          11          11           11
Average                   7         3.45%        4.09%
- -------------------------------------------------------
First Class
- -------------------
                          7         2.50%        3.00%
                          5         3.00%        4.00%
                          10        2.50%        3.00%
                          10        3.50%        4.50%
                          7         2.50%        4.00%
                          5         3.00%        4.00%
                          5         3.00%        4.00%
                          5         3.50%        4.00%
                          5         3.00%        4.50%
                          10        2.00%        4.00%
                          10        3.50%        4.00%
- -------------------------------------------------------
No. of Responses          11         11            11
Average                   7         2.91%        3.91%
- -------------------------------------------------------
</TABLE>

The blended IRR is the composite return on debt and equity and the rate to be
applied to net operating income.

The equity return is rate of return on the equity component of the investment
only.


<PAGE>


LODGING, LIMITED SERVICE

<TABLE>
<CAPTION> 
                   Going-In Cap Rate  Terminal Cap Rate        IRR                IRR           Income Growth       Expense Growth  
                     Low       High     Low      High     Low       High    Low       High      Low       High       Low    High   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>      <C>      <C>      <C>       <C>     <C>       <C>       <C>       <C>       <C>       <C>    
Mid-Rate
- -----------------
                    10.00%    10.00%   12.00%   12.00%                     20.00%    20.00%    4.00%     4.00%     4.00%     4.00%  
                    10.00%    12.00%   10.00%   12.00%   15.00%    15.00%  20.00%    25.00%    4.00%     8.00%     4.00%     4.00%  
                    11.00%    11.00%   10.00%   10.00%                                                             3.50%     5.00%  
                    10.00%    13.00%   12.00%   14.00%   10.00%    12.00%  12.00%    14.00%    4.00%     4.00%     3.50%     3.50%  
                    12.00%    12.00%   14.00%   14.00%                                         2.00%     3.00%     3.00%     4.00%  
                    12.00%    12.00%   13.00%   13.00%   19.00%    19.00%  22.00%    22.00%    3.50%     4.00%     3.00%     3.00%  
                    10.50%    10.50%   12.00%   12.00%   15.00%    20.00%  18.00%    20.00%    5.00%     5.00%     4.00%     4.00%  
                                       10.00%   11.00%                     22.00%    22.00%    6.00%     6.00%     4.00%     4.00%  
- -----------------------------------------------------------------------------------------------------------------------------------
No. of Responses       7         7        8        8       4         4       6         6        7         7          8         8    
Average             10.79%    11.50%   11.63%   12.25%   14.75%    16.50%  19.00%    20.50%    4.07%     4.86%     3.63%     3.94%  
- -----------------------------------------------------------------------------------------------------------------------------------
Economy
- -----------------
                    10.00%    12.00%   12.00%   12.00%                     18.00%    25.00%    4.00%     4.00%     4.00%     4.00%  
                    10.00%    13.00%   12.00%   14.00%   10.00%    12.00%  12.00%    14.00%    4.0O%     4.00%     3.50%     3.50%  
                    12.50%    12.50%   14.00%   14.00%                                         2.00%     3.00%     3.00%     4.00%  
                    13.00%    13.00%   14.00%   14.00%   21.00%    21.00%  24.00%    24.00%    2.50%     4.00%     3.00%     3.00%  
                    11.50%    11.50%   12.00%   12.00%   15.00%    20.00%  18.00%    20.00%    5.00%     5.00%     4.00%     4.00%  
- -----------------------------------------------------------------------------------------------------------------------------------
No. of Responses      5          5       5        5         3         3       4         4        5         5        5         5     
Average             11.40%    12.40%   12.80%   13.20%   15.33%    17.67%  18.00%    20.75%    3.50%     4.00%     3.50%     3.70%  
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                     Projection  Management
                       Period       Fees       Reserves
                        Years    % Revenue    % Revenue
- -------------------------------------------------------
<S>                       <C>       <C>          <C>
Mid-Rate
- -----------------
                           7         2.50%        3.00%
                           5         4.00%        4.50%
                           10        4.00%        5.00%
                           5         4.00%        4.50%
                           5         3.00%        6.00%
                           5         3.00%        3.00%
                           10        2.50%        4.00%
                           5         5.00%        4.00%
- -------------------------------------------------------
No. of Responses           8           8            8
Average                    7         3.50%        4.25%
- -------------------------------------------------------
Economy
- -----------------
                           7         2.50%        3.00%
                           5         4.00%        4.50%
                           5         3.00%        6.00%
                           5         4.00%        3.00%
                           10        2.50%        4.00%
- -------------------------------------------------------
No. of Responses           5           5            5
Average                    6         3.20%        4.10%
- -------------------------------------------------------
</TABLE>

The blended IRR is the composite return on debt and equity and the rate to be
applied to net operating Income.

The equity return is rate of return on the equity component of the Investment
only.


<PAGE>


APARTMENTS
<TABLE>
<CAPTION>
                                                                                                                          Projection
                   Going In Cap Rate    Terminal Cap Rate             IRR              Income Growth       Expense Growth   Period
====================================================================================================================================
                    Low       High       Low       High        Low         High      Low       High       Low       High    Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>       <C>       <C>         <C>         <C>        <C>       <C>        <C>       <C>        <C>
                    8.50%     9.00%      9.50%     9.50%      11.00%      11.00%     4.00%     4.00%      4.00%     4.00%      10
                    8.50%     9.00%      9.25%     9.50%      11.50%      12.00%     3.50%     4.00%      3.50%     3.50%      10
                    8.50%     9.25%      9.00%    10.00%      10.50%      12.00%     2.00%     6.00%      4.00%     4.00%      10
                    8.00%     9.00%      8.50%     9.50%                             3.50%     3.50%      3.50%     3.50%      10
                    8.50%     8.50%      9.25%     9.25%      11.25%      11.25%     4.00%     4.00%      4.00%     4.00%      10
                    9'00%     9.25%      9.25%     9.50%      11.20%      11.50%     3.75%     4.25%      4.00%     4.50%      10
                    8.50%     9.50%      9.00%    10.00%      11.00%      12.00%     3.00%     4.00%      3.00%     4.00%      10
                    8.75%     9.25%      9.25%     9.75%                             3.00%     3.00%      3.00%     3.00%
                                         9.00%     9.00%                                                           
                    9.00%     9.00%      9.50%     9.50%      11.50%      11.50%     3.00%     4.00%      3.00%     3.00%      10
                    8.00%     9.00%      9.00%    10.00%      11.00%      12.50%     3.00%     3.00%      3.00%     3.00%      10
                    9.00%     9.25%     10.00%    10.25%      12.00%      12.00%     4.00%     4.00%      4.00%     4.00%      10
- -------------------------------------------------------------------------------------------------------------------------
No. of Responses     11        11         12         12          9          9         11        11          11       11
Average             8.57%     9.09%      9.21%     9.65%      11.22%      11.75%     3.34%     3.98%      3.55%     3.68%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


SURVEY OF RECENT CLOSED TRANSACTIONS

<TABLE>
<CAPTION>
                         Net Rentable Area          Sales Price Per Sq. Ft.       Going-in Cap Rate          Internal Rate of Return
                    --------------------------  --------------------------   --------------------------  ---------------------------
       Property     No. Sales                   No. Sales                    No. Sales                   No. Sales
        Type        Reported  Average  Median   Reported  Average   Median   Reported  Average   Median  Reported  Average    Median
- ------------------  --------------------------  --------------------------   --------------------------  ---------------------------
<S>                    <C>    <C>      <C>          <C>   <C>       <C>         <C>     <C>       <C>         <C>   <C>       <C>   
Offices, Urban         16     498,859  440,929      16    $130.66   $116.76     12      9.68%     9.13%       9     12.42%    12.75%
Offices, Suburban      66     230,760  191,893      66    $83.39    $78.78      57      9.97%    10.00%      11     13.20%    12.25%
Industrial             57     150,787  118,400      57    $37.75    $37.87      28     10.80%    10.61%        (Sample Not Large 
                                                                                                                Enough to Report)
Retail 
 (Other Than Malls)    29     136,429  121,552      29    $95.99    $91.67      27     10.05%    10.00%       8     11.59%    11.33%
Malls                  9      615,102  649,130      9     $124.68   $96.00      9       9.29%     9.53%        (Sample Not Large 
                                                                                                                Enough to Report)
</TABLE>

<TABLE>
<CAPTION>

                              Number of Units               Sales Price Per Unit              Going-in Cap Rate
                        --------------------------       --------------------------       --------------------------
                        No. Sales                        No. Sales                        No. Sales                 
                        Reported  Average  Median        Reported  Average   Median       Reported  Average   Median
                        --------------------------       --------------------------       --------------------------
<S>                       <C>       <C>       <C>        <C>    <C>         <C>             <C>     <C>      <C>  
Apartments                50        201       190        50     $47,975     $46,458         41      9.19%    9.30%
</TABLE>


<PAGE>


                                         QUALIFICATIONS OF ROBERTS NARDELLA
================================================================================

     Mr. Nardella was born on April 14, 1965 and entered the real estate
business in February 1987. At this time he began employment with Cushman &
Wakefield, Inc. on a part-time basis while still attending college. He is a
graduate of Pace University's Lubin School of Business, class of 1987 with a
Bachelor of Business Administration in Finance.

     Since joining Cushman & Wakefield, Inc. on a full-time basis in December
1987, Mr. Nardella has performed appraisal assignments of vacant land,
developable air rights, office buildings, proposed and existing regional malls,
shopping centers, industrial and residential complexes, condominiums and
investment properties throughout the United States. In March, 1993 Mr. Nardella
was named Director of Cushman & Wakefield, Inc.

     Mr. Nardella has successfully completed the following real estate courses:

     New York University, The School Real Estate Appraisal and of Continuing
     Education: Valuation Principles

     American Institute of Real Estate Appraisers: Appraisal Principles - 1A-1

     American Institute of Real Estate Appraisers: Basic Valuation Procedures
     1A-2

     American Institute of Real Estate Appraisers: Capitalization Theory & Tech.
     Part A - Exam 1B-A

     American Institute of Real Estate Appraisers: Capitalization Theory & Tech.
     Part B - Exam 1B-B

     Appraisal Institute: Standards of Professional Practice - Parts A and B

     Appraisal Institute: Case Studies in Real Estate Valuation 

Affiliates

     Certified Real Estate General Appraiser, New York State - No. 46000004620
     Member, Real Estate Board of New York, Inc.
     Candidate, Appraisal Institute
     Salesperson, Real Estate Board of New York, Inc.
     Candidate, Masters in Real Estate/New York University


<PAGE>


                                          QUALIFICATIONS OF TRAVIS W. WALSH
================================================================================

     Background

     Actively involved in the analysis and appraisal of real estate since 1972.
Entered the real estate business in 1972 with The Equitable Life Assurance
Society of the United States. Subsequently held positions with Security Mortgage
Investors and with the Franklin Savings Bank of New York as a Staff Appraiser.
In 1977 joined the Appraisal Division of Cushman & Wakefield, Inc. as a Staff
Appraiser; commenced employment as an Appraiser and Consultant with Henry
Boeckmann, Jr. and Associates, Inc. in 1979; subsequently became Vice President
and was appointed Manager of the Stamford, Connecticut office. Joined Cushman &
Wakefield, Inc., New York Appraisal Services 1983 as Assistant Manager of the
New York Office with responsibilities that include the supervision of
professional staff. Elected Assistant Vice President of Cushman & Wakefield,
Inc. in 1988. Named Director of Cushman & Wakefield, Inc. in 1990. 

Experience

     Assignments have involved a wide variety of existing and proposed real
properties, including: office complexes, shopping centers, industrial
properties, hotels and multifamily housing. Assignments have been completed for
mortgage purposes, estates, certiorari proceedings and arbitration hearings, to
aid in the decision making process in the acquisition, disposition and marketing
of real estate and to determine a property's most profitable use.

Memberships
Appraisal Institute (MAI Certificate No. 6260)
New York Metropolitan Chapter

      Finance Committee - 1982
      Education Committee - 1983
      Candidate Guidance Committee - 1983, Vice Chairman
      Continuing Education Committee - 1983, Associate Member
      Admissions Committee - 1988 to date.

American Society of Real Estate Counselors (CRE Certificate No. 1391) New York
Chapter

State Certification and Licenses
New York State Certified as a Real Estate General Appraiser
(Certificate No. 46000005074)

New York State Licensed Real Estate Broker

State of Massachusetts License No. 2707-449686 (Expiration 5/96)

State of Maryland License No. 10450 (Expiration 6/96)

Other Memberships
The Real Estate Board of New York, Inc.


<PAGE>


                                          Qualifications of Travis W. Walsh
================================================================================

Education Background

Lectured - New York University - Real Estate Institute

      Income Capitalization: Advanced Theory & Applications

      Fairfield University - School of Graduate & Continuing
      Education

      Real Estate Investment Analysis

American Institute of Real Estate Appraisers courses successfully completed.

      Investment Analysis (Course VI)
      Urban Properties (Course II)

      Capitalization Theory & Techniques (Course 1B)
      Basic Appraisal Principles, Methods & Techniques (Course 1A)

Society of Real Estate Appraisers credit awarded.

      Case Study - single family dwelling (Exam R-2)
      Principles of Income Property Appraising (Course 201)
      Basic Principles of Real Estate Appraising (Course 101)

Columbia Society of Real Estate Appraisers course successfully completed.

      Real Estate Appraising & Valuations

Real Estate Institute, New York University School of Continuing Education
courses successfully completed.

      Creative Financing
      Real Estate Law
      Principles & Practices of Real Estate

Manhattan College, Bronx, New York, Bachelor of Science, (Business
Administration), 1972

Other Activities

Member - Greenacres Civic Group
      Scarsdale, New York




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

        ===============================================

        COMPLETE APPRAISAL
        OF REAL PROPERTY

        Westpark Corporate Center
        4364 South Alston Avenue
        City and County of Durham, North Carolina

        ===============================================

        IN A SELF-CONTAINED REPORT

        As of July 1, 1997

        Prepared For:

        Goldman Sachs Mortgage Company
        85 Broad Street
        New York, New York 10004

        Prepared By:

        Cushman & Wakefield, Inc.
        Valuation Advisory Services
        51 West 52nd Street, 9th Floor
        New York, New York 100 1 9
<PAGE>

Cushman & Wakefield, Inc.                          [CUSHMAN & WAKEFIELD(R) LOGO]
51 West 52nd Street                                Improving your place         
New York, NY 10019-6178                            in the world.                
(212) 841-7500                                     

June 19, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:    Complete Appraisal of Real Property
       Westpark Corporate Center
       4364 South Alston Avenue
       City and County of Durham, North Carolina

Dear Mr. Schechner:

      In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our self-contained appraisal
report estimating the market value of the leased fee estate in the subject
property.

      The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report.

      This report was prepared for Goldman Sachs Mortgage Company and is
intended only for its specified use. It may not be distributed to or relied upon
by other persons or entities without written permission of Cushman & Wakefield,
Inc.

      This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

      The property was inspected by and the report was prepared by David F.
McArdle under the supervision of John D. Busi, MAI.
<PAGE>

Cushman & Wakefield, Inc.
       Mr. Sheridan Schechner
       Managing Partner
       Goldman Sachs Mortgage Company         Page 2               June 19, 1997

        Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of July 1, 1997, was:

                    FIVE MILLION TWO HUNDRED THOUSAND DOLLARS
                                   $5,200,000

        This letter is invalid as an opinion of value if detached from the
report, which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield, Inc.


/s/ David F. McArdle                              /s/ John D. Busi
- -----------------------                           -----------------------
David F. McArdle                                  John D. Busi, MAI
Director                                          Managing Director
Valuation Advisory Services                       Valuation Advisory Services
State of North Carolina                           New York State Certified
Temporary Practice Permit (Pending)               Appraiser No. 46000005078

DFM:JDB:sjr
<PAGE>

                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                              Westpark Corporate Center

Location:                                   4364 South Alston Avenue City and
                                            County of Durham, North Carolina

General Overview:                           This is modern 3-story
                                            office building built in 1985 on a
                                            3.45-acre site. The building
                                            contains 56,601 rentable square feet
                                            of building area. An adjacent
                                            parking lot provides 145 spaces. The
                                            building, with structural steel
                                            frame brick and plate glass facade,
                                            is modern in appearance and
                                            functional in design. On the
                                            effective date of appraisal,
                                            occupancy stood at 100 percent.

Interest Appraised:                         Leased Fee Estate

Date of Value:                              July 1, 1997

Date of Inspection:                         May 31, 1997

Ownership:                                  Atlantic American Properties

Highest and Best Use:                       Continued use as an office building

Value Indicators
   Sales Comparison Approach:
     Value Per Square Foot:                 $85.00 to $95.00
   Indicated Value:                         $4,800,000 to $5,400,000

   Income Capitalization Approach
     Estimated Market Rental Rate:          $17.00/SF
     Stabilized Vacancy Rate:               4%
     Effective Gross Income:                $16.60/SF
     Operating Expenses                     $9.68/SF
     Real Estate Taxes:                     $0.89/SF
     Net Operating Income:                  $9.68/SF
     Estimated Vacancy Between Tenants      6 months
     Free Rent:                             0 months
     Probability of Renewal:                70%
     Tenant Improvement Allowance           $10.00 per square foot
        Renewal Tenants in Same Space:      $3.00 per square foot
     Estimated Market Rental Growth Rate    3%
     Estimated Expense Growth Rate:         3%
     Estimated Real Estate Tax Growth Rate: 3%
     Reversion Year Capitalization Rate     10%
     Transaction Costs in Reversion Sale:   3%
     Discount Rate:                         11.5%
   Indicated Value:                         $5,200,000
<PAGE>

                                        Summary of Salient Facts and Conclusions
================================================================================

Value Conclusion:                           $5,200,000
  Value Per Square Foot:                    $91.87 (Net Rentable Area)
  Implicit Capitalization Rate:             10.5%

Marketing Time:                             12 months

Special Assumptions Affecting Valuation:

      1.    Please refer to the complete list of assumptions and limiting
            conditions included at the end of this report.

      2.    This analysis does not include any excess land components. The value
            conclusion pertains to the land and building associated with the
            56,601 square foot existing structure.
<PAGE>

                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ................................................................  1
      Identification of Property ............................................  1
      Property Ownership and Recent History .................................  1
      Purpose and Intended Use of the Appraisal .............................  1
      Extent of the Appraisal Process .......................................  1
      Date of Value and Property Inspection .................................  2
      Property Rights Appraised .............................................  2
      Definitions of Value, Interest Appraised, and Other Pertinent Terms ...  2
      Legal Description .....................................................  3

REGIONAL ANALYSIS ...........................................................  4

OFFICE MARKET ANALYSIS ...................................................... 11

PROPERTY DESCRIPTION ........................................................ 14
      Site Description ...................................................... 14
      Improvements Description .............................................. 15

REAL PROPERTY TAXES AND ASSESSMENTS ......................................... 18

ZONING ...................................................................... 19

HIGHEST AND BEST USE ........................................................ 21

VALUATION PROCESS ........................................................... 23

SALES COMPARISON APPROACH ................................................... 25

INCOME CAPITALIZATION APPROACH .............................................. 28

RECONCILIATION AND FINAL VALUE ESTIMATE ..................................... 39

ASSUMPTIONS AND LIMITING CONDITIONS ......................................... 41

CERTIFICATION OF APPRAISAL .................................................. 43

ADDENDA ..................................................................... 44
<PAGE>

                                                                    INTRODUCTION
================================================================================

Identification of Property

      This is a three story office building called the Westpark Corporate Center
and located in the City and County of Durham, North Carolina. It is an
attractive and modern office complex located at the northeast quadrant of
Interstate 40 and State Route 55. This location borders the world famous
Research Triangle business park. The street address is 4364 South Alston Avenue.

      This is a modern three-story building built in 1985 on a 3.45-acre site.
The building contains 56,601 net rentable square feet. An adjacent parking lot
provides 145 spaces. The building is modern in appearance and functional in
design. On the effective date of appraisal, occupancy stood at 100 percent.

Property Ownership and Recent History

      The property was built in 1985 by BAP-Durham, Inc. (Bell Atlantic
Properties). In April 1997, Bell Atlantic Properties transferred ownership to
Atlantic American Properties for an undisclosed sum. No transfers have occurred
in the last three years.

Purpose and Intended Use of the Appraisal

      The purpose of this appraisal is to estimate the market value of a leased
fee estate on July 1, 1997. The appraisal is to be used to monitor the
performance of a portfolio asset.

Extent of the Appraisal Process

      In the process of preparing this appraisal, we:

      o     Inspected the exterior of the building and the site improvements and
            a representative sample of the interior space.

      o     Interviewed Wanda Lynch of the property management company,
            Highwoods Properties.

      o     Reviewed leasing policy, concessions, tenant build-out allowances,
            and history of recent rental rates and occupancy with the building
            manager. 

      o     Reviewed a detailed three year history of income and expense and a
            budget forecast for 1997 including the budget for planned capital
            expenditures and repairs.

      o     Conducted market research of occupancies, asking rents, concessions
            and operating expenses at competing buildings which involved
            interviews with on-site managers and a review of our own data base
            from previous appraisal files. 

      o     Prepared an estimate of stabilized income and expense (for
            capitalization purposes).

================================================================================


                                      -1-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      o     Conducted market inquiries into recent sales of similar buildings to
            ascertain sales price per square foot, effective gross income
            multipliers and capitalization rates. This process involved
            telephone interviews with sellers, buyers and/or participating
            brokers. (See detailed sales write-ups in Addenda for more complete
            information on the verification process.)

      o     Prepared the Sales Comparison and Income Approaches to value.

Date of Value and Property Inspection

      The date of value is July 1, 1997. David F. McArdle inspected the property
on May 31, 1997.

Property Rights Appraised

      Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

      The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

      The most probable price which a property should bring in a competitive and
      open market under all conditions requisite to a fair sale, the buyer and
      seller, each acting prudently and knowledgeably, and assuming the price is
      not affected by undue stimulus. Implicit in this definition is the
      consummation of a sale as of a specified date and the passing of title
      from seller to buyer under conditions whereby:

      1.    Buyer and seller are typically motivated;

      2.    Both parties are well informed or well advised, and acting in what
            they consider their own best interests;

      3.    A reasonable time is allowed for exposure in the open market;

      4.    Payment is made in terms of cash in U.S. dollars or in terms of
            financial arrangements comparable thereto; and

      5.    The price represents the normal consideration for the property sold
            unaffected by special or creative financing or sales concessions
            granted by anyone associated with the sale.

      Exposure Time

      Under Paragraph 3 of the Definition of Market Value, the value estimate
      presumes that "A reasonable time is allowed for exposure in the open
      market". Exposure time is defined as the estimated length of time the
      property interest being appraised would have been offered on the market
      prior to the hypothetical consummation of a sale at the market value on
      the effective date of the appraisal. Exposure time is presumed to precede
      the effective date of the appraisal.

================================================================================


                                       -2-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                    Introduction
================================================================================

      The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

      Leased Fee Estate

      An ownership interest held by a landlord with the rights of use and
      occupancy conveyed by lease to others. The rights of the lessor (the
      leased fee owner) and the leased fee are specified by contract terms
      contained within the lease.

      Value As Is

      The value of specific ownership rights to an identified parcel of real
      estate as of the effective date of the appraisal; relates to what
      physically exists and is legally permissible and excludes all assumptions
      concerning hypothetical market conditions or possible rezoning.

Legal Description

      The property is legally identified by the Durham County Assessor's Office,
as parcel number 547-01-002. We have not been provided with the metes and bounds
legal description of this site, therefore, none is exhibited.

================================================================================


                                      -3-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               REGIONAL ANALYSIS
================================================================================

General

      The subject property is located in the Raleigh-Durham metropolitan area at
the southeast quadrant of U.S. Route 501-15 and Interstate 40. The Metropolitan
Statistical Area (MSA) consists of four counties, including Durham, Wake,
Franklin, and Orange. The area is known as the Research Triangle and contains
the cities of Raleigh, Durham, Chapel Hill, Cary and several smaller
unincorporated communities. It is the second largest metropolitan area in North
Carolina, after Charlotte.

      Raleigh is the state capital and largest of the three cities comprising
the Triangle area. Durham forms the apex to the Research Triangle and is the
second largest city in the area. This is a central east coast location
approximately 390 miles northeast of Atlanta and 250 miles south of Washington
D.C. The Triangle is unified by the Research Triangle Park, a planned research
and development community, and the Raleigh-Durham International Airport.

Background/History

      Research Triangle Park is the largest planned research and
development-oriented industrial park in the United States. It was founded in
1958 as a cooperative effort between Duke University, the University of North
Carolina, and North Carolina State, and has blossomed into a 6,800 +/- acre
development with over 9 +/- million square feet of space housing high-technology
industries.

      Creation of the Park has had a tremendous impact on regional growth
patterns. It now employs over 35,000 people with an annual payroll of
approximately $2 billion. Among the most prestigious of the park's 60
research-oriented firms are IBM, Burrows and Northern Telecom. Over 75 percent
of the Park lies within Durham County with the balance in Wake. It is
approximately 50 percent built out with 2,600 +/- acres currently for sale or
development.

Transportation

      The Raleigh-Durham area is well served by state routes and interstate
highways. Interstate 40 runs northwest-southeast connecting the Raleigh area and
beltway with Chapel Hill and Durham to the northwest. State Highway 70 runs
parallel to 40 on the north side of Triangle Research Park and the RDU Airport.
Interstate 40 provides access to areas west of Raleigh-Durham and Winston-Salem
and runs south of the Raleigh-Durham Airport.

      The Raleigh-Durham (RDU) International Airport is the second largest strip
in North Carolina, ranking second in number of passengers served and air cargo
tons shipped. It is served by five major passenger airlines and four commuter
lines with over 450 daily flights. As one of the nation's top 30 airports, it
provides nearly 4,000 jobs and contributes an estimated $1 billion per year to
the local economy.

      Rail freight service is provided locally by the Norfolk Southern Railway,
passenger service via AMTRAK. Both Greyhound and Trailways provide bus service
to the Raleigh-Durham area. Intercity bus service can be found throughout the
triangle region.

================================================================================


                                      -4-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Population

      Population growth within the Raleigh-Durham region has been substantial
over the past several years. Statistics provided by Equifax National Decision
Systems (ENDS) are presented in the following chart.

<TABLE>
<CAPTION>
===========================================================================================================================
                                                      Population Trends 
===========================================================================================================================
                                                                                          Compound       Projected Compound
                                                                         Projected      Annual Change      Annual Change
           Area               1980           1990           1995           2000           1980-1995          1995-2000
===========================================================================================================================
<S>                         <C>             <C>            <C>           <C>                <C>               <C>  
Raleigh-Durham              665,236         855,545        970,421       1,092,151          +2.55%            +2.51%
- ---------------------------------------------------------------------------------------------------------------------------
State of North Carolina     5,881,768       6,628,637      7,169,508     7,750,254          +1.32%            +1.39%
- ---------------------------------------------------------------------------------------------------------------------------
United States               226,546,000     248,710,000    262,381,424   274,821,056        + .98%            + .93%
===========================================================================================================================
Source: Equifax National Decision Systems
===========================================================================================================================
</TABLE>

      As can be seen, population within the Raleigh-Durham area has grown at a
compound annual rate of 2.55 percent since 1980. The average growth has greatly
exceeded the composite growth for the State of North Carolina and the United
States. This growth has primarily been the result of new residents
(immigration), making the region one of the nation's fastest growing areas. This
contrasts the intra-regional shifts typical of larger metropolitan areas.
Through 2000, Raleigh-Durham is projected to experience a slowing of the annual
population growth to approximately 1.36 percent per annum. While this rate of
change is forecasted to be less than that which is forecasted for North Carolina
as a whole, it will still be greater than the average for the country.

      Wake County is home to about 55 percent of the regions 970,421 people,
followed by Durham County which is home to approximately 30 percent. Raleigh,
the state capital and county seat of Wake County, is the region's largest city
with more than 250,000 people, followed by Durham (> 160,000), Cary (>60,000),
and Chapel Hill (> 45,000).

Households

      Household formation within the region has outpaced population growth
rates, a phenomenon consistent with national trends in many areas. Household
formation trends have been driven by several factors, including an aging
population, young professionals postponing marriage, and rises in divorce rates,
all of which lead to single and two person households. The following table
tracks household formation for the subject's region.

<TABLE>
<CAPTION>
================================================================================================================
                                        Household Trends
================================================================================================================
                                                                                   Compound       Proj. Compound
                                                                   Projected     Annual Change    Annual Change
             Area           1980          1990         1995          2000          1980-1995        1995-2000
================================================================================================================

<S>                       <C>          <C>          <C>           <C>                <C>              <C>  
Raleigh-Durham               236,386      334,506      388,612        448,070        +3.37%           +3.24%
- ----------------------------------------------------------------------------------------------------------------
State of North Carolina    5,881,768    6,628,637    7,169,508      7,750,254        +1.33%           +1.39%
- ----------------------------------------------------------------------------------------------------------------
United States             80,390,000   91,947,000   99,384,256    105,741,168        +1.42%           +1.25%
================================================================================================================
      Source:          Equifax National Decision Systems
================================================================================================================
</TABLE>

================================================================================


                                      -5-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      As can be seen, the number of households has increased at rates higher
than regional population growth. For the Raleigh-Durham area, household
formation has increased at an annual rate of 3.37 percent per year since 1980.

      Similar to population growth trends, the rate of household formations has
dramatically outpaced state, local and national growth. Growth in households in
Raleigh-Durham is expected to be slightly lower but mostly consistent with
current growth through the year 2000. Growth is forecasted to be greater than
both the state and a nation as a whole.

Income Levels

      The Raleigh-Durham area can be viewed as an upper-middle income market.
Average household income for the region in 1995 was estimated at $52,934, while
median household income is $41,062, and per capita income is $21,719. A
comparison of regional income levels is shown on the following chart.

      ========================================================================
                                Income Comparison
      ========================================================================
                                     Average            Median      Per Capita
                 Area            Household Income  Household Income   Income
      ========================================================================
      Raleigh-Durham                 $52,934          $41,062        $21,719
      ------------------------------------------------------------------------
      State of North Carolina        $42,276          $31,729        $16,878
      ------------------------------------------------------------------------
      United States                  $46,791          $34,889        $18,129
      ========================================================================
            Source: Equifax National Decision Systems
      ========================================================================

      By comparison, Raleigh-Durham boasts an average household income of
$52,934, while the state as a whole is estimated at $42,276. Combined with good
population growth and a growing number of affluent residents, Raleigh-Durham
enjoys a strong base for real increases in retail expenditure potential.

Economy

      Raleigh-Durham MSA enjoys a relatively diversified economy which has
contributed to its relative stability. No one firm or industry dominates the
local economy, although high technology has clearly taken a firm hold. Three
major universities, manufacturing, trade and government employment sectors help
support that stability. The area is often applauded as the country's "best
business location," and corporate real estate executives, rank Raleigh-Durham as
one of the top locations to expand or locate manufacturing facilities.

Some contributing elements to the continued growth of the area's diverse economy
include:

      o     Research Triangle Park which now encompasses some 6,800 +/- acres
            and employs an estimated 35,000 people. The park contains more than
            60 corporations and institutions whose collective payroll is
            estimated at $2 billion.

      o     State government's presence as a prominent component of the economy
            of Wake County. Raleigh being the state capital, government has
            consistently played a major role in the local market.

================================================================================


                                      -6-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      o     The three major universities -- Duke University in Durham,
            University of North Carolina at Chapel Hill, and North Carolina
            State University in Raleigh -- have a combined enrollment of over
            55,000 students. This substantial population is not measured in the
            traditional demographic statistics. These students add substantially
            to the purchasing power of the economy. In addition, substantial
            economic infusions can be tied to the large number of visitors that
            are attracted to the schools consisting of family and friend
            visitations, school events, national and regional educational
            seminars, and sporting events.

      o     Increases in the manufacturing base in recent years has separated
            the area from state and national trends. Several of the more
            prominent manufacturers include Liggett & Meyers Tobacco Company,
            Burroughs Wellcome, Mitsubishi, Northern Telecom, Inc., and IBM.

      The following is a list of major employers in the Raleigh-Durham area with
2,500 or more employees.

      ==============================================================
                             Largest Area Employers
      --------------------------------------------------------------
      State of North Carolina                                 20,500
      --------------------------------------------------------------
      Duke University & Medical Center                        18,000
      --------------------------------------------------------------
      International Business Machines (IBM)                   10,000
      --------------------------------------------------------------
      Carolina Power & Light                                  8,500
      --------------------------------------------------------------
      University of North Carolina                            8,120
      --------------------------------------------------------------
      Wake County Public School System                        7,000
      --------------------------------------------------------------
      Northern Telecom, Inc.                                  6,500
      --------------------------------------------------------------
      North Carolina State University                         5,500
      --------------------------------------------------------------
      North Carolina Memorial Hospital                        4,000
      --------------------------------------------------------------
      Glaxo, Inc.                                             3,600
      --------------------------------------------------------------
      American Airlines                                       3,500
      --------------------------------------------------------------
      Source:        The Research Triangle - News & Observer;
                     Raleigh-Durham Regional Association
      ==============================================================

Employment

      The economic strength of the Raleigh-Durham area is fueled by the Research
Triangle. Job growth within the area has been strong in recent years, and
unemployment rates have declined annually for the last four years. According to
the U.S. Department of Labor Statistics, as of March, 1995, the Raleigh-Durham
area had a total labor force of 559,200 persons. As of that date, approximately
544,200 people were employed indicating an unemployment rate of 2.7 percent. The
table on the following page shows the distribution of the workforce since 1986.

================================================================================


                                      -7-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

================================================================================
                     Raleigh-Durham Area Workforce
                    (In Thousands, Annual Averages)
- --------------------------------------------------------------------------------
                                                           Unemployment Rate(%)
- --------------------------------------------------------------------------------
     Year       Workforce      Employed      Unemployed  Raleigh-    N. Carolina
                                                         Durham
- --------------------------------------------------------------------------------
  Mar. 1997       586.9         576.1          10.8        1.8           3.5
- --------------------------------------------------------------------------------
  Mar. 1996       573.4         559.9          13.5        2.4           4.4
- --------------------------------------------------------------------------------
  Mar. 1995       559.2         544.2          15.0        2.7           4.1
- --------------------------------------------------------------------------------
     1994         544.4         527.1          17.3        3.2           4.5
- --------------------------------------------------------------------------------
     1993         458.5         441.4          17.3        3.8           5.1
- --------------------------------------------------------------------------------
     1992         449.4         431.8          17.6        3.9           5.9
- --------------------------------------------------------------------------------
     1991         428.9         413.5          15.4        3.6           5.8
- --------------------------------------------------------------------------------
     1990         420.3         410.0          10.3        2.5           4.1
- --------------------------------------------------------------------------------
     1989         420.2         410.0          10.2        2.4           3.5
- --------------------------------------------------------------------------------
     1988         399.3         389.1          10.2        2.6           3.6
- --------------------------------------------------------------------------------
     1987         395.6         383.6          12.0        3.0           4.5
- --------------------------------------------------------------------------------
     1986         375.7         363.3          12.4        3.3           5.3
- --------------------------------------------------------------------------------
 Source: U.S. Dept of Labor, Bureau of Labor Statistics; Employment & Earnings
================================================================================

      The current distribution of employment in non-agricultural industries is
shown below. For comparison purposes, we have shown the change over the past
year.

================================================================================
         Employment in Non-Agricultural Establishments, by Place of Work
           Raleigh-Durham Area (In Thousands, Not Seasonally Adjusted)
- --------------------------------------------------------------------------------
                    Category              March 1997   March 1996   Comp. Change
================================================================================
 Total Statewide (North Carolina)           3,619.7     3,500.8        +  3.4%
- --------------------------------------------------------------------------------
 Total Non-Agricultural Employment (R-D)      588.0       577.3        + 1.85%
- --------------------------------------------------------------------------------
 Construction & Mining                         32.2        29.2        + 10.3%
- --------------------------------------------------------------------------------
 Manufacturing                                 81.8        81.6        + 0.23%
- --------------------------------------------------------------------------------
 Trans. & Public Utilities                     26.1        26.0        + 0.39%
- --------------------------------------------------------------------------------
 Wholesale & Retail Trade                     122.1       119.2        +  2.4%
- --------------------------------------------------------------------------------
 Finance, Insurance, Real Estate               27.8        27.4        +  1.5%
- --------------------------------------------------------------------------------
 Services                                     175.9       175.5        +  0.23%
- --------------------------------------------------------------------------------
 Government                                   122.1       118.0        +  3.1%
- --------------------------------------------------------------------------------
 Source: U.S. Department of Labor, Bureau of Labor Statistics; Employment &
 Earnings
================================================================================

      The employment figures through 1997 show 13.9 percent of total
non-agricultural employment is in manufacturing of durable and non-durable goods
while 86.1 percent are employed in non-manufacturing employment. Of the
non-manufacturing employment, the government sector accounts for 21 percent and
services account for 30 percent. Wholesale and retail trade accounts for 21
percent. In declining order of sector employment, wholesale/retail trade is
followed by construction and mining, F.I.R.E. (finance, insurance and real
estate), transportation and public utilities, and construction. These figures
further support the diversity of Raleigh-Durham's economic base.

================================================================================


                                      -8-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

Retail Sales

      In an analysis of a retail property, levels of income and purchasing power
must be compared with actual retail sales in order to clearly ascertain the
dynamics of the market place. The following table summarizes retail sales in the
Raleigh-Durham area over the past 10 years.

  ========================================================================
                              Retail Sales History
  ------------------------------------------------------------------------
                    Raleigh-Durham                          South Atlantic
                      Chapel Hill      North Carolina          Region
  ------------------------------------------------------------------------
       1985           $3,973,862         $34,422,973        $238,701,434
  ------------------------------------------------------------------------
       1986           $4,251,058         $36,513,521        $253,773,354
  ------------------------------------------------------------------------
       1987           $4,291,034         $37,612,644        $272,738,949
  ------------------------------------------------------------------------
       1988           $4,795,120         $41,374,913        $295,576,924
  ------------------------------------------------------------------------
       1989           $6,161,720         $44,059,284        $306,821,204
  ------------------------------------------------------------------------
       1990           $6,093,748         $45,755,966        $325,787,291
  ------------------------------------------------------------------------
       1991           $6,216,681         $46,077,984        $328,761,764
  ------------------------------------------------------------------------
       1992           $7,703,763         $50,740,976        $357,144,734
  ------------------------------------------------------------------------
       1993           $8,523,839         $55,205,958        $388,230,167
  ------------------------------------------------------------------------
       1994           $9,231,530         $60,196,014        $418,511,879
  ------------------------------------------------------------------------
       1995           $10,331,943        $65,780,996        $445,367,994
    Compound
  Annual Growth         +10.03%            +6.69%              +6.44%
  ------------------------------------------------------------------------
        Source: 1996 Survey of Buying Power.  Sales & Marketing Management
                ---------------------------
  ========================================================================

      According to the data, retail sales within the Raleigh-Durham-Chapel Hill
area have grown at a compounded annual rate of 10.03 percent, considerably
outpacing both state and regional sales growth.

Building Permit Activity

      Over the past eight years, the Raleigh-Durham area has been the recipient
of significant building activity. This is reflected in the importance of the
construction sector of employment as well as the number of building permits
issued. The following chart tracks building permit activity for Raleigh-Durham.

     ==================================================================
                           Building Permit Activity
                               Raleigh-Durham
     ==================================================================
                   Total Building         Average Per
     Year            Permits                 Month           % Change
     ==================================================================
     1987             9,420                   785                 --
     ------------------------------------------------------------------
     1988             7,818                   652              - 17.00%
     ------------------------------------------------------------------
     1989             7,178                   598               - 8.18%
     ------------------------------------------------------------------
     1990             6,602                   550               - 8.02%
     ------------------------------------------------------------------
     1991             6,448                   537               - 2.33%
     ------------------------------------------------------------------
     192              8,159                   680              + 26.54%
     ------------------------------------------------------------------
     1993             10,544                  879              + 29.23%
     ------------------------------------------------------------------
     1994             15,080                  1,257            + 43.02%
     ==================================================================
     Total            71,249                  742              +  6.95%
     ==================================================================
     Source:  Current Construction Reports; U.S. Department of Commerce
     ==================================================================

================================================================================


                                      -9-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               Regional Analysis
================================================================================

      After peaking between in 1987, total building permits issued declined
annually over the course of the following four years. Since 1992 building
permits have shown large increases of at least 26 percent per year. Based on the
total number of permits issued, 1994 outpaced 1993 by approximately 4,536
permits or 378 per month. As noted on the table, over 71,000 building permits
have been issued between 1987 and 1994.

Conclusion

      The outlook for the Raleigh-Durham MSA is generally positive based upon
past performance and projections for future growth. Population growth in the
region has outpaced most areas of the United States, a trend which is expected
to continue above national figures over the next five years. In addition, gains
in average household income and a diversified economy support the relative
stability of the area. Overall, employment levels have been growing at rates
above state and national averages relatively consistent and the area enjoys a
low cost of living. As such, it should continue to be attractive to industry.
High technology's commitment to the area and state government's hub of activity
in Raleigh are clear bonuses to the entire triangle area.

      Based on our analysis, we believe that it is reasonable to conclude that
the area should remain relatively stable over the near term, while its long term
prospects are difficult to foresee. On balance, it is our opinion that a
continuation of an optimistic attitude about the economy can be supported over
the foreseeable future.

================================================================================


                                      -10-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          OFFICE MARKET ANALYSIS
================================================================================

       The office market in Raleigh-Durham MSA is classified as the "Research
Triangle" office market, which includes the submarkets of Durham, Raleigh, Cary,
the Research Triangle Park, and Chapel Hill. The most significant development in
the area is the Research Triangle Park. This planned research park, which was
conceived in the 1950s, transformed the area into a major second-tier market in
the eyes of corporate America and a model for regional economic development.

       Highwoods Properties, Inc. has released the results of its first quarter
1997 office and flex space survey. The survey includes 628 buildings comprising
31,399,159 square feet in Wake, Durham and Orange Counties (the "Triangle
area").

       The combined vacancy rate for office and flex space decreased to 5.56
percent from 5.71 percent, the lowest reported overall vacancy in more than 24
months. One year ago the combined rate was nearly 2 percent higher at 7.31
percent.

       The total rentable square footage for existing space in the market
increased this quarter with the addition of 389,022 square feet of new
construction. The six new office buildings and three new flex buildings were
approximately 70 percent leased upon completion.

       The amount of space under construction increased by 55 percent during the
first quarter. According to Highwoods, 1,584,622 square feet is currently under
construction including 17 office and six flex buildings. Approximately 39
percent of this space has been pre-leased.

           ===================================================
                         Area                  Percent Vacancy
           ===================================================
           Total Office                               5.81%
           Research Triangle Park Area                4.28%
           Durham                                     6.90%
           Chapel Hill                                1.43%
           Cary                                       6.62%
           Total Raleigh                              6.34%
           West Raleigh                               6.02%
           Wake Forest/Falls                          6.78%
           Six Forks                                  4.77%
           Glenwood/Creedmoor                         0.83%
           East Raleigh/I-64                          0.00%
           Downtown Raleigh                          11.19%
           Capital Boulevard                          2.00%
           Cameron Village                            9.27%
           ===================================================

       As the subject property is located on the western edge of the Research
Triangle area in Durham, the remainder of our analysis shall focus on these
submarkets only.

Research Triangle Park

       Several large office and flex transactions were reported in the Research
Triangle Park this quarter including 105,000 square feet of office space lease
by Nortel at The Progress Center and more than 33,000 square feet of flex space
leased by BE & K Engineering, Inc. At Perimeter Park. As a result, the office
vacancy dropped to 4.28 percent and the flex vacancy dropped to 2.68 percent.

================================================================================


                                      -11-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

Summary

      In general, the office market in the Raleigh-Durham MSA, and the
Research Triangle market in particular, should remain strong in the near future.
Continuing migration and new jobgrowth should overcome the recent mergers and
consolidations and create new demand for office space. This new demand has
already spurred new office construction and will continue to do so in the
future. Existing properties will likely have to compete with newer, and
potentially lower-cost improvements as this market progresses. At the current
time, it appears that the current relative equilibrium in the market, with
relatively stable occupancies and slightly improving rental rate, will continue
in the future.

<TABLE>
<CAPTION>
===================================================================================================================================
                                                      Under Construction
===================================================================================================================================
       Building/Submarket                      Owner/Developer               Rentable       Vacant       Percent            Date
                                                                               SF             SF         Leased           Available
===================================================================================================================================
<S>                                      <C>                                  <C>            <C>               <C>        <C>
Office - 2nd Qtr 1997
===================================================================================================================================
North Park (Capital Blvd.)               Highwoods Properties, Inc.            42,255         27,865            34%       Apr-97
- -----------------------------------------------------------------------------------------------------------------------------------
2520 Meridian Parkway (RTP)              CMD Associates                       115,000        115,000             0%       Apr-97
- -----------------------------------------------------------------------------------------------------------------------------------
2800 Meridian Parkway (RTP)              CMD Associates                        50,500              0           100%       Apr-97
- -----------------------------------------------------------------------------------------------------------------------------------
Sycamore Building (RTP)                  Highwoods Properties, Inc.            70,070         48,243            31%       Apr-97
- -----------------------------------------------------------------------------------------------------------------------------------
Yorkshire Building (RTP)                 Principal/Tri Properties              79,585         79,585             0%       May-97
- -----------------------------------------------------------------------------------------------------------------------------------
Franklin Park (Chapel Hill)              Morris & Associates                   30,000          8,500            72%       May-97
- -----------------------------------------------------------------------------------------------------------------------------------
University Place VI (Durham)             Craig Davis Properties                40,840              0           100%       May-97
- -----------------------------------------------------------------------------------------------------------------------------------
Preston Executive Center (Cary)          Oaks Construction                     16,000          6,500            59%       Jun-97
- -----------------------------------------------------------------------------------------------------------------------------------
Total Office (8)                                                              444,250        285,693            36%
===================================================================================================================================
Office - 3rd Qtr. 1997
===================================================================================================================================
Regency Forest (Cary)                    Weeks/Lichtin                        100,000         50,000            50%       Jul-97
- -----------------------------------------------------------------------------------------------------------------------------------
Crossroads VI (Cary)                     OPERS/Carolantic Realty               98,219         98,219             0%       Jul-97
- -----------------------------------------------------------------------------------------------------------------------------------
The Artium (West Raleigh)                Blue Ridge Realty                    150,000         90,000            40%      Sept-97
- -----------------------------------------------------------------------------------------------------------------------------------
Total Office (3)                                                              348,219        238,219            32%
===================================================================================================================================
Office - 4th Qtr 1997
===================================================================================================================================
Crescent II (Cary)                       Capital Associates                    78,300         78,300             0%       Nov-97
- -----------------------------------------------------------------------------------------------------------------------------------
Rexwoods V (West Raleigh)                Highwoods Properties, Inc.            60,507         60,507             0%       Dec-97
- -----------------------------------------------------------------------------------------------------------------------------------
Miami North 1 (RTP)                      Hamilton Merit                        18,000         18,000             0%       Dec-97
- -----------------------------------------------------------------------------------------------------------------------------------
Miami North 2 (RTP)                      Hamilton Merit                        18,000         18,000             0%       Dec-97
- -----------------------------------------------------------------------------------------------------------------------------------
Total Office (4)                                                              174,807        174,807             0%
===================================================================================================================================
Office - 1st Qtr 1998
===================================================================================================================================
University Place XII (Durham)            Craig Davis Properties               221,000              0           100%       Jan-98
- -----------------------------------------------------------------------------------------------------------------------------------
Partners 11 (West Raleigh)               NCSU                                  60,000         60,000             0%       Apr-98
- -----------------------------------------------------------------------------------------------------------------------------------
Total Office (2)                                                              281,000         60,000            79%
===================================================================================================================================
</TABLE>

================================================================================


                                      -12-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                          Office Market Analysis
================================================================================

      Strong leasing activity in the Research Triangle Park and Cary submarkets,
combined with the stability of the Raleigh, Durham, and Chapel Hill submarkets
created positive results and an overall decrease in the combined vacancy rate
for the Triangle area for the sixth straight quarter. As can be seen on the
accompanying vacancy chart the Durham and Research Triangle Park subdistricts
presently maintain vacancy rates of 6.90 and 4.28 percent respectively. The
subject is closely associated with both subdistricts. These vacancy rates
clearly bracket the overall vacancy rate of 5.81 percent for the entire Triangle
area. The success of the first quarter has positioned the Triangle for a
promising 1997.

================================================================================
                         Triangle Area - North Carolina
                         Existing Office Market Overview
================================================================================
        Raleigh           Rentable SF       Vacant SF      Net    Percent Vacant
                                                        Absorption
================================================================================
Cameron Village                635,379         58,868       8,510       9.27%
- --------------------------------------------------------------------------------
Capital Boulevard            1,179,573         23,645      28,749       2.00%
- --------------------------------------------------------------------------------
Downtown                     2,997,586        335,381     -13,241      11.19%
- --------------------------------------------------------------------------------
East Raleigh/I-64               33,154              0           0       0.00%
- --------------------------------------------------------------------------------
Glenwood/Creedmoor           1,416,950         11,695       5,682       0.83%
- --------------------------------------------------------------------------------
Six Forks Road               2,112,955        100,710       9,591       4.77%
- --------------------------------------------------------------------------------
Wake Forest/Falls of Neuse   1,615,174        109,588      40,651       6.78%
- --------------------------------------------------------------------------------
West Raleigh                 2,126,121        127,959     -60,735       6.02%
- --------------------------------------------------------------------------------
Raleigh Totals              12,116,892       767,846       19,207       6.34%
- --------------------------------------------------------------------------------
Cary                         2,051,320        135,793      63,983       6.62%
- --------------------------------------------------------------------------------
Chapel Hill                    932,633         13,354      -1,109       1.43%
- --------------------------------------------------------------------------------
Durham                       2,872,277        198,275       1,836       6.90%
- --------------------------------------------------------------------------------
Research Triangle Park       4,569,734        195,519     197,456       4.28%
- --------------------------------------------------------------------------------
Total Existing              22,542,856      1,310,787     281,373       5.81%
================================================================================

================================================================================


                                      -13-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description

Location:                          Westpark Corporate Center
                                   4364 South Alston Avenue
                                   City and County of Durham, North Carolina

Shape:                             Irregular

Land Area:                         3.45 acres

Frontage:                          405+/- feet along South Alston Avenue

Topography:                        Generally level

Street  Improvements:              Asphalt paved roads and parking lot concrete
                                   curbing, perimeter landscaping.

Access:                            Access is available from State Route 55 to
                                   the west and also from South Alston Avenue
                                   from the east. An interior roadway known as
                                   Westpark Drive leads into the site from State
                                   Route 55.

Site Disclaimers

Soil Conditions:                   We did not receive nor review a soil report.
                                   However, we assume that the soil's
                                   load-bearing capacity is sufficient to
                                   support the existing structure. We did not
                                   observe any evidence to the contrary during
                                   our physical inspection of the property. The
                                   tract's drainage appears to be adequate.

Land                               Use Restrictions: We were not given a title
                                   report to review. We do not know of any
                                   easements, encroachments, or restrictions
                                   that would adversely affect the site's use.
                                   However, we recommend a title search to
                                   determine whether any adverse conditions
                                   exist.

Flood Hazard:                      To the best of our knowledge, the property is
                                   not located in a flood zone. County officials
                                   would not release this information to the
                                   appraisers in a timely fashion. Upon our
                                   inspection of the site, there was no evidence
                                   of previous or potential flooding.

Wetlands:                          We were not given a Wetlands survey. If
                                   subsequent engineering data reveal the
                                   presence of regulated wetlands, it could
                                   materially affect property value. We
                                   recommend a wetlands survey by a competent
                                   engineering firm.

================================================================================


                                      -14-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Hazardous Substances:              We observed no evidence of toxic or hazardous
                                   substances during our inspection of the site.
                                   However, we are not trained to perform
                                   technical environmental inspections and
                                   recommend the services of a professional
                                   engineer for this purpose.

Improvements Description

      The following description of improvements is based upon our physical
inspection of the improvements along with our discussions with the building
manager.

General Description
    Year Built:                    1985

    Number of Floors:              Three

    Gross Leasable Area:           62,894 square feet

    Net Rentable Area:             56,601 square feet

    Typical Floor Plate:           20,821 square feet

Construction Detail:
    Foundation:                    Poured concrete

    Framing:                       Steel

    Floors:                        Steel and concrete

    Exterior Walls:                Fixed glass and brick

    Roof Cover:                    Flat, multi-layered membrane

    Windows:                       Non-opening fixed glass

    Pedestrian Doors:              Plate glass in aluminum frame

    Loading Doors                  None

Mechanical Detail
    Heating and Cooling:           Package HVAC

    Elevator Service:              Two, servicing all floors

    Fire Protection:               Alarms, there is no sprinkler system

    Security:                      Alarm

================================================================================


                                      -15-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Interior Detail
    Layout:

    Floor Covering:                Carpeting and ceramic tile over concrete

    Walls:                         Drywall

    Ceilings:                      Acoustical ceiling tile and drywall

    Lighting:                      Fluorescent lighting in ceiling grid

    Restrooms:                     Adequate number servicing all floors,
                                   constructed with ceramic tile average
                                   quality.

Site Improvements
    Parking:                       145 striped spaces

    On-Site Landscaping:           Professional landscaping around the perimeter
                                   of the building and interspersed throughout
                                   and around the parking lot.

Improvements Disclaimers

Americans With Disabilities Act:   The Americans With Disabilities Act (ADA)
                                   became effective January 26, 1992. We have
                                   not made, nor are we qualified by training to
                                   make, a specific compliance survey and
                                   analysis of this property to determine
                                   whether or not it is in conformity with the
                                   various detailed requirements of the ADA. It
                                   is possible that a compliance survey and a
                                   detailed analysis of the requirements of the
                                   ADA could reveal that the property is not in
                                   compliance with one or more of the
                                   requirements of the Act. If so, this fact
                                   could have a negative effect upon the value
                                   of the property. Since we have not been
                                   provided with the results of a survey, we did
                                   not consider possible non-compliance with
                                   the requirements of ADA in estimating the
                                   value of the property.

Hazardous Substances:              We are not aware of any potentially hazardous
                                   materials (such as formaldehyde foam
                                   insulation, asbestos insulation, radon gas
                                   emitting materials, or other potentially
                                   hazardous materials) which may have been used
                                   in the construction of the improvements.
                                   However, we are not qualified to detect such
                                   materials and urge the client to employ an
                                   expert in the field to determine if such
                                   hazardous materials are thought to exist.

================================================================================


                                      -16-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Property Description
================================================================================

Design Features and Functionality: The subject property appears to be a highly
                                   functional office building which is modern in
                                   design and attractive in appearance. It
                                   features relatively large floor plates which
                                   currently service only four tenants. The
                                   building features modern construction
                                   qualities which is attractive to prospective
                                   tenants. We believe the property competes
                                   well within the local office market by
                                   offering a prestigious park-like setting in a
                                   convenient location.

Physical Condition:                As previously noted, the property
                                   is highly attractive and appears to be well
                                   maintained by a reputable property management
                                   firm. The property manager reported that in
                                   late 1997, $60,000 will be invested in
                                   parking lot repairs and maintenance.

                                   We did not inspect the roof of the
                                   building or make a detailed inspection of
                                   the mechanical systems. The appraisers,
                                   however, are not qualified to render an
                                   opinion as to the adequacy or condition
                                   of these components. The client is urged
                                   to retain an expert in this field if
                                   detailed information is needed about the
                                   adequacy and condition of mechanical
                                   systems.

================================================================================


                                      -17-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

      The subject property is under the taxing jurisdiction of Durham County.
Taxes are levied against all real and personal property in this locale for the
purpose of providing funding for the various municipalities. The amount of ad
valorem taxes is determined by the current assessed value for the real and
personal property, in conjunction with the total combined tax rates of the
taxing jurisdiction. In an effort to project the future tax liability for the
subject's real and personal property, we have reviewed both the present and
historical tax rates combined with a forecast of the assessments.

Tax Assessment

      The Durham County Assessors Office establishes the assessed value on real
property for all of the previously noted taxing jurisdictions. The 1997
assessment, as well as the historical assessments for 1995 and 1996 are as
follows:

  =====================================================================
                          Historical Assessed Value
  =====================================================================
                      1995                1996                  1997
  =====================================================================
  Land               $207,000            $207,000              $207,000
  ---------------------------------------------------------------------
  Building         $3,682,100          $3,682,100            $3,682,100
  ---------------------------------------------------------------------
  Total            $3,889,100          $3,889,100            $3,889,l00
  =====================================================================

      Based on our discussion with the Durham County Assessor's Office Appraisal
District, the Income Capitalization Approach is the typical methodology the
Assessor's office uses in determining the value of a facility such as the
subject. The Assessor's Office indicated the despite the indicated assessments
listed above, the assessor can alternatively choose to base taxes on an
assessment derived from the Income Capitalization Approach. This is the case
with the subject, the assessment based on the Income Capitalization Approach for
the past three years has been $3,027,135.

Real Property Tax Conclusions

      Applying the income derived 1997 assessment for the subject to the total
1997 tax rate of $1.6397 per $100, results in a tax burden of $49,636 in that
year as calculated in the following chart.

================================================================================
$3,027,135  /     100          x           $1.6397         =          $49,636

================================================================================


                                      -18-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          ZONING
================================================================================

      The subject property is zoned 01-2 by the Durham City County Planning
Board. The General Office and Institutional District (O & 1-2) is established
for employment and community service activities. Some support facilities and
residential uses are also allowed when compatible with surrounding uses. The
zoning district is designed for use on sites near major or minor thoroughfares,
since development of moderate to high intensity is allowed. Permitted uses
include, but are not limited to the following:

       o    Banks and financial institutions

       o    Colleges and universities 

       o    Day care facilities 

       o    Funeral homes 

       o    Government facilities 

       o    Hospital 

       o    Hotels and motels 

       o    Medical clinics 

       o    Offices

       o    Schools

       The subject is developed as an office building which appears to clearly
conform to local zoning ordinances.

       Some of the restrictions imposed by this classification include:

     Dimensional Requirements
         Minimum lot area:                      20,000 square feet
         Minimum lot width:                     60 feet

     Setback Requirements
         Minimum front setback:                 35 feet
         Minimum side setback:                  20 feet each side
         Minimum rear setback:                  25 feet

     Height Requirements
         Maximum height:                        Building heights up to 35 feet 
                                                with 20 foot side yards.

                                                Building heights up to 50 feet
                                                with 25 foot side yards.

                                                Building heights up to 90 feet
                                                with 50 foot sides yards.

                                                Building heights over 90 feet up
                                                to a maximum of 145 feet with 75
                                                foot side yards and approval by
                                                the Board of Adjustment.

================================================================================


                                      -19-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          Zoning
================================================================================

      We know of no deed restrictions (private or public) which would further
limit the use of the subject property. However, this statement should not be
taken as a guarantee or warranty that no such restrictions exist. Deed
restrictions are a legal matter and only a title examination by an attorney
would normally uncover such restrictive covenants. Thus, an updated title search
of the subject property is recommended to determine the existence of such
restrictions.

================================================================================


                                      -20-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site as Though Vacant

      According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

      Among all reasonable, alternative uses, the use that yields the highest
      present land value, after payments are made for labor, capital, and
      coordination. The use of a property based on the assumption that the
      parcel of land is vacant or can be made vacant by demolishing any
      improvements.

Physically Possible

      The subject site contains approximately 3.45 acres of land, with excellent
frontage along South Alston Avenue. The size and configuration of the site is
felt to provide a suitable land use and/or development potential for a wide
variety of possible and ordinary suburban-oriented land uses. Municipal
utilities would adequately provide for nearly all uses. Street improvements are
also adequate.

Legally Permissible

      The subject's zoning classification is limited to general office and
institutional development. Office uses are consistent with the overall
development of the area.

Financially Feasible

      Several features of the subject property indicate that existing office use
is the highest and best use of the subject property. First, the adequate
frontage of the subject along South Alston Avenue and secondary access from
N.C., Highway 55 is one which offers a level of prestige to office tenants. In
addition, the subject is located on the western edge of the high profile
Research Triangle Park with an excellent network of access highways.

      Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is as an office building.

Highest and Best Use of Property as Improved

      According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

      The use that should be made of a property as it exists. An existing
      property should be renovated or retained so long as it continues to
      contribute to the total market value of the property, or until the return
      from a new improvement would more than offset the cost of demolishing the
      existing building and constructing a new one.

      Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

================================================================================


                                      -21-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                            Highest and Best Use
================================================================================

Physical Considerations

      The subject site has been improved with the existing structure and, based
upon our observation, there are no apparent physical factors such as soils,
drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

Legal Considerations

      The subject site, as presently improved, represents a legal, conforming
use.

Financially Feasible

      The use of the subject improvements is considered to contribute in an
economic manner to the subject site. Occupancy levels at the subject property
are slightly higher than competing office buildings in Research Triangle Area.
We believe the occupancy of the subject property (100 percent), which will
decrease slightly to a stabilized occupancy of 4 percent over the course of the
holding period, is generally considered to indicate market feasibility.

      Therefore, based on the subject's historical performance and the prospect
for continued growth, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the site as improved.

================================================================================


                                      -22-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                               VALUATION PROCESS
================================================================================

      In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

      The Cost Approach was not performed for the following reasons:

      o     This approach is more relevant for new construction or where
            sufficient information is available to reasonably estimate the
            replacement cost new of the improvements and land.

      o     The investment marketplace does not typically trade buildings such
            as the subject on a cost/value basis, particularly in markets where
            it is generally perceived that cost exceeds value.

      o     The subjectivity of accurately estimating accrued depreciation of
            the existing improvements significantly limits the reliability of
            this approach.

      In the Sales Comparison Approach, we performed the following steps:

      o     Searched the market for recent office building sales within the
            Raleigh-Durham, Research Triangle vicinity, which contain similar
            physical and economic characteristics to the subject property.

      o     Analyzed differences between those sales and the subject on the
            basis of the sales price per square foot.

      o     Correlated the various value indications into a point value estimate
            from within the range.

      In developing the Income Capitalization Approach, we:

      o     Studied rents in effect in the immediate and competing areas to
            estimate potential rental income at market levels for office, and
            industrial uses.

      o     Studied the recent history of operating expenses at the subject
            property and competing properties to estimate an appropriate level
            of stabilized expenses and reserves for replacement.

      o     Estimated net operating income by subtracting stabilized expenses
            from potential gross income after deduction for vacancy and
            collection loss.

      o     Prepared a discounted cash flow analysis in which the estimated
            income and expenses over a projected holding period, and the
            estimated property value at the time of reversion, are discounted at
            an appropriate rate to estimate present market value.

================================================================================


                                      -23-
                                                                       CUSHMAN &
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                                                     ---------------------------
<PAGE>

                                                               Valuation Process
================================================================================

      In estimating the final value, we performed the following:

      o     Reviewed and re-examined each of the approaches to value which were
            employed.

      o     Considered the type and reliability of the data used and
            applicability of each approach.

      o     Reconciled the approaches to a final value conclusion.

================================================================================


                                      -24-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

       In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

       By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

      1.    research recent, relevant property sales and current offerings
            throughout the competitive area;

      2.    select and analyze properties that are similar to the property
            appraised, considering changes in economic conditions that may have
            occurred between the sale date and the date of value, and other
            physical, functional, or locational factors;

      3.    identify sales that include favorable financing and calculate the
            cash equivalent price;

      4.    reduce the sale prices to a common unit of comparison such as price
            per square foot of net rentable area, effective gross income
            multiplier, and overall capitalization rate;

      5.    make appropriate comparative adjustments to the prices of the
            comparable properties to relate them to the property being
            appraised; and

      6.    interpret the adjusted sales data and draw a logical value
            conclusion.

      The most widely-used and market-oriented unit of comparison for properties
such as the subject is the sales price per net rentable square foot. All
comparable sales were analyzed on this basis. We present on the following page a
summary of the improved properties that we compared with the subject property.

      Over the past several years the Raleigh-Durham, market has exhibited much
stability. Rents have increased and concession packages have decreased as
positive net absorption is taking place. In terms of the investment market,
demand is primarily being generated by institutional investors including several
large pension funds/European and Asian investors/opportunistic investors such as
Vulture Funds stimulated in an effort to purchase Class A office product. The
subject is clearly the type of property an institutional buyer would find
attractive.

      Analysis of Sales

      In analyzing the Westpark Corporate Center we have included a summary
chart on the facing page of the most comparable building transactions.

================================================================================


                                      -25-
                                                                       CUSHMAN &
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Comparable Sale No. 1 is located at 2300 Gateway Center in Durham, North
Carolina. In January, 1996 the property sold for $2,130,000 which represents a
unit price of $98.82 per square foot of net rentable area. The property is a
modern two-story office building situated in a prestigious business park setting
outside of the Research Triangle Park. Overall, we view this sale as very
comparable to the subject property given its similar degree of office finish and
similar locational characteristics. A slight downward adjustment is required
given the smaller size of the comparable as compared to the subject.

      Comparable Sale No. 2 is located at 2500 & 2700 Gateway Center in Durham,
North Carolina. In January, 1996 these properties sold together for $5,388,000
which represents a unit price of $57.63 per square foot of net rentable area.
The property is a modern two-story flex building situated in a prestigious
business park setting outside of the Research Triangle Park. Overall, we view
this sale as inferior to the subject property given its lesser degree of finish
as a flex building. The comparable is also larger than the subject requiring an
upward adjustment. Overall, a significant positive adjustment is required.

      Comparable Sale No. 3 is located at 2200 & 3800 Gateway Center in Durham,
North Carolina. In September, 1993 these properties sold together for $8,163,000
which represents a unit price of $53.73 per square foot of net rentable area.
The property is a modern two-story flex building situated in a prestigious
business park setting outside of the Research Triangle Park. Overall, we view
this sale as inferior to the subject property given its lesser degree of finish
as a flex building. The comparable is also larger than the subject requiring an
upward adjustment. Overall, a significant positive adjustment is required.

      Comparable Sale No. 4 is located at 2950 Gateway Center in Durham, North
Carolina. In May, 1993 the property sold for $750,000 which represents a unit
price of $73.79 per square foot of net rentable area. The property is a modern
one and two-story office building situated in a prestigious business park
setting outside of the Research Triangle Park. This property is considerably
smaller than the subject requiring a downward adjustment.

      Comparable Sale No. 5 is located at Park Forty Plaza in Durham, North
Carolina. In September, 1993 the property sold for $8,900,000 which represents a
unit price of $73.36 per square foot of net rentable area. The property is a
modern five-story office building situated near Interstate 40 outside of the
Research Triangle Park. Given the larger size of the comparable an upward
adjustment is necessary. Most other characteristics are similar however a slight
upward location adjustment is required given the slightly inferior comparable
setting as compared to the subject.

      The five sales reflect an unadjusted range in unit value from $53.73 to
$98.82 per square foot of rentable area. Two distinct categories of properties
were discussed; flex buildings and office buildings. Flex buildings generally
contain less finished areas for research and development use or other non-office
uses. Office buildings a fully built out and trade for higher unit prices. This
trend is evident in comparing the flex building sales which range between $53.73
and $57.63 per square foot versus the office building sales which ranged between
$73.36 and $98.82 per square foot. As the subject property is an office
building, the later range is more appropriate for the subject property.

================================================================================


                                      -26-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                       Sales Comparison Approach
================================================================================

      Based on our analysis of these sales on a price per square foot basis, we
have concluded that the appropriate range is $85.00 to $95.00 per square foot of
net rentable area. This indicates a value range of $4,800,000 to $5,400,000
based on 56,601 square feet of net rentable area (NRA) in the building
appraised.

Summary and Conclusion

================================================================================
                                                            Low          High
================================================================================
Value Indicated on Basis of Price Per Square Foot of NRA $4,800,000   $5,400,000

      Value Indicated by the Sales Comparison Approach: $4,800,000 to $5,400,000

================================================================================


                                      -27-
                                                                       CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                  INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

      The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

      The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

      In our opinion the discounted cash flow method is appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect perceived investor
expectations.

Potential Gross Income

      Generally, Raleigh-Durham office tenants pay fixed gross rent on a
rentable area basis which is consistent with space measurement standards for
buildings of similar vintage, plus any increases in operating expenses and real
estate taxes above stipulated base year amounts. Tenant electric costs are
either directly metered, submetered or rent inclusion (charged as additional
rent).

Existing Leases

      The Westpark Corporate Center is currently 100 percent occupied by four
tenants under five leases. The property is comprised entirely of office space on
three floors. We refer the reader to the facing page which contains a lease
abstract report.

      A breakdown of contract rents follows:

      The major tenant in the property Cato Research, occupies 70 percent of the
property. Cato Research is a rated credit. In our opinion, Cato Research is of
moderate quality credit within the context of its rated status and guaranteed
rents. Cato Research is considered the major tenant or anchor tenant within the
building.

      The balance of the building is occupied by three other tenants with
Sandler & Recht occupying the majority of the remaining space. The credit
quality for the minor tenants ranges from average to good within the context of
their mostly unrated status.

      Based upon the subject's current lease expiration schedule, only 6 percent
of the property's rentable area is represented by leases which are due to expire
within the next year. It is not until the year 2001 that the two largest leases
expire.

================================================================================


                                      -28-
                                                                       CUSHMAN &
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                                                  Income Capitalization Approach
================================================================================

      Based upon the lease expiration schedule, we have forecasted a twelve year
investment holding period. The 13th year is estimated to be the reversionary
year. As can be seen from the fiscal year schedule, the 13th calendar year will
experience a typical number of lease expirations as a percentage of total
building area and, for analysis purposes, is considered a stabilized
reversionary year (please refer to fiscal year cash flow).

Market Rental Rate

      Market rent for the subject office space within the property has been
estimated by analyzing five comparable leases exhibited on the summary chart on
the facing page.

      Prior to adjustment, the comparables reflect a range in base rent of
$16.75 to $19.00 per square foot, gross. After adjustment to the comparables, a
range of $16.00 to $18.00 per square foot, gross, was revealed. Our adjustment
for rent concessions considers the difference in the comparables for market
standard free rent of zero months and workletters of $15.00 per square foot.

      As previously displayed the subject's contract rents average $16.96 per
square foot, gross. Contract rentals range between $16.90 and $19.10 per square
foot.

      Additional rent for these leases include a real estate tax reimbursement,
operating expense escalation and tenant electric charges which is paid over a
base charge of $6.20 to $6.70 per square foot.

      Recent leases within the Raleigh-Durham market include concessions in the
form of a tenant workletter consistent with those offered within the subject
property. Free rent is typically not offered within the marketplace therefore we
will not project this concession at all. In addition to analyzing actual deals
inside and outside the property, leasing brokers were interviewed in an effort
to ascertain competitive packages available in the marketplace today. Those
brokers interviewed confirmed that market rent for the subject property is
$17.00 per square foot. In addition, tenant workletters were felt to range in an
area of $10.00 to $15.00 per square foot. The range in concession packages
varies by the size of the space leased. The larger the tenant, the more generous
the concession package.

      The leasing brokers interviewed indicated that Raleigh-Durham office
market has stabilized. Several brokers indicated that the market has improved
slightly over the last 12 months, with rents increasing and concessions
decreasing. In the view of many, the leasing market should continue to
strengthen through the end of 1997. In keeping with these observations, we have
assumed that market rent will increase at an average rate of 3 percent per annum
through the projection period. We believe the free rent and tenant workletter
concessions should remain consistent with current levels.

      The suggested rental range compares to the average contract rent within
the subject property. In our opinion, market rent for space within the subject
property is $17.00 per square foot.

================================================================================


                                      -29-
                                                                       CUSHMAN &
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                                                  Income Capitalization Approach
================================================================================

   The above estimated market rents assume the following concession package.

================================================================================
                             Free Rent                     Tenant Improvements
================================================================================
New Leases         1997                  0 months     1997                $10.00
                   Thereafter            0 months     Thereafter          $10.00
- --------------------------------------------------------------------------------
Renewing Leases    1997                  0 months     1997                $ 3.00
                   Thereafter            0 months     Thereafter          $ 3.00
================================================================================

Assumptions Regarding Existing and Proposed Leases

      Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their leases.
Information provided by management indicates that none of the tenants are
currently in default. The tenant base appears to be stable and management has
indicated that defaults are not anticipated.

      With regard to lease expirations, we have projected that 70 percent of all
tenants will rollover (sign a new lease) and approximately 30 percent will
turnover (allow their lease to expire and vacate the property) upon expiration
of their primary lease term. This assumption is based in large part on
management's projection of a near term 100 percent retention rate which is
based on their knowledge and expertise in the subject Raleigh-Durham market;
however, we do not believe that this level of retention can be achieved over a
long term holding period.

      Typical office leases are five years in duration. We have assumed five
year terms for all tenants.

      Vacancy between leases includes the period of actual downtime and the
construction period to build-out tenant spaces. Consistent with our experience,
we have assumed a 4 months vacancy between leases along with a 2 months
construction period, resulting in a combined downtime of 6 months. Vacancy
between leases is weighted for a renewal probability of 70 percent (30 percent
vacate), resulting in an effective downtime of 2 months upon each lease
expiration.

Reimbursable Expenses (Escalations)

      Tenants are responsible for their pro-rata share of real estate taxes when
taxes exceed those incurred during the first full year of their occupancy. This
type of escalation is typically also applied to operating expenses in the
majority of Raleigh-Durham buildings. The majority of current leases in the
subject property include an operating expense escalation, which calculation may
be summarized as follows:

       Billing Year Operating Expenses
       Less: Base Year Operating Expenses
       Equals: Increase in Operating Expenses
       Multiplied by: Tenant's Pro Rata Share

================================================================================


                                      -30-
                                                                       CUSHMAN &
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                                                  Income Capitalization Approach
================================================================================

      We have assumed that future leases in the subject property will be on a
full service basis. Tenants will be responsible for a) real estate tax increase
over the base calendar year amount billed semi-annually; b) operating expense
escalation; and c) tenant electric on a rent inclusion basis.

Vacancy and Collection Loss

      Our cash flow projection assumes a tenant vacancy of 6 months upon each
lease expiration set against our probability of renewal estimated at 70 percent,
in addition to a vacancy/global credit loss provision applied to the gross
rental income. The vacancy/ global loss provision is applied to all tenants. Our
estimated vacancy/global credit loss provision applied to the gross rental
income is estimated at 4 percent throughout the holding period.

      There are no vacant spaces within the property. Based on the subject's
weighted average downtime between leases, the overall average occupancy rate of
the subject property over the eleven year holding period will be slightly higher
than the global vacancy and credit loss rate of 5 percent.

Operating Expenses

      We have analyzed the reported operating expenses for 1996 and budgeted
expenses for 1997. We forecasted the property's operating expenses after
reviewing operating expenses of similar buildings and after consulting local
building managers and agents, including Cushman & Wakefield property management
personnel, etc. We also examined industry norms as reported by the BOMA
Experience Exchange Report published by the Building Owners and Managers
Association International, a nationally recognized publication.

      On the facing page is the income and expense analysis for the property.
The following analysis attempts to utilize the subject's historical operating
expense data supported by the comparable expense data. The age and unique
physical features of the subject warrant consideration of the subject's
historical expenses in estimating market operating expenses.

      Following are the projected operating, recoverable and non-recoverable
expenses we have used in our cash flow analysis. We have analyzed each item of
expense individually and attempted to project what the typical informed investor
would consider reasonable. Although every expense category is addressed herein,
only those requiring explanation of variations will be discussed in great
detail.

      The forecast of projected growth rates in all categories of expense
reflect typical investor expectations as noted in the Cushman & Wakefield
Investor Survey, which has been placed in the Addenda of this report. Except
where noted, our projected growth rates for the various types of expense
categories generally do not attempt to reflect growth rates for any individual
year, but rather the long term trend over the period of analysis.

================================================================================


                                      -31-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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<PAGE>

                                                  Income Capitalization Approach
================================================================================

Total Operating Expenses

      In our analysis of the subject property, the total operating expenses
estimated for fiscal year 1997, exclusive of real estate taxes, are $342,055, or
$6.04 per square foot of net rentable area. Our operating expenses estimated for
the subject property are within the range of actual operating expenses of
competing, office buildings located in Raleigh-Durham.

Leasing Commissions

      Leasing commissions have been based upon the generally accepted schedule
of five percent of the gross rent for five year leases. We have adopted this
rate for all lease projection within our cash flow.

      Leasing commissions are typically higher for new tenants than renewal
tenants. A new tenant typically causes a full commission to be paid, whereas a
renewing tenant typically results in a half commission. We have incorporated
this standard assumption in our cash flow projection.

Reserves for Replacements

      It is customary and prudent to deduct an annual sum from effective gross
income to establish a reserve for replacing short-lived items throughout the
building. These costs may include roof repair, HVAC upgrades and ADA Compliance.
Our 1997 projection of $.25 per square foot of rentable area, is a reasonable
amount to cover the cost of capital expenditures over the course of the
investment holding period.

Discounted Cash Flow Analysis

      In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to reflect
the most likely investment assumptions of typical buyers and sellers in this
particular market segment.

Discounted Cash Flow Assumptions

      We used the following figures and assumptions in the computer model.

        Years in Forecast:                     13 years

        Holding Period:                        12 years

        Starting Date:                         July 1, 1997

        Market Rental Rate (Year 1)            $17.00/SF

        Miscellaneous Income:                  None

        Growth in Market Rental Rate:          3% per annum

================================================================================


                                      -32-
                                                                       CUSHMAN &
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                                                  Income Capitalization Approach
================================================================================

        Expense and Tax Pass-Throughs:         Gross leases - tenants pay 
                                               pro-rata share of real estate tax
                                               and operating cost increases
                                               over a lease year base.

        Expense Growth Rate:                   3% per annum

        Consumer Price Index:                  3% per annum

        Free Rent - New Leases                 0 months

        Free Rent - Renewing Leases            0 months

        Lease Term (Typical):                  5 years (all tenants)

        Renewal Probability:                   70%

        Tenant Improvements - New Leases       $10.00 per square foot

        Tenant Improvements - Renewing Leases  $3.00 per square foot

        Leasing Commissions:                   5 percent of gross rent. All 
                                               payable in year 1 of the lease.

        Vacancy Between Leases:                6 months (prior to renewal 
                                               probability of 70%; effective 
                                               vacancy is 2 months for all
                                               tenants.

        Credit Loss:                           4% (average; applies to all 
                                               tenants).

        Reversion Year:                        2010 (13th fiscal year).

        Reversion Cap Rate:                    10% (applied to net operating 
                                               income).

        Reversion Selling Expenses:            3% (includes brokerage, legal 
                                               fees and estimated transfer 
                                               taxes).

        Discount Rate (IRR):                   11.5% (see Discount Rate 
                                               Analysis).

Cash Flow Projection

      On the following page is our 13 year cash flow projection which includes
our 12 year holding period and 13th year reversion. The cash flow reflects the
results of the PRO-JECT+ plus projection.

================================================================================


                                      -33-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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<PAGE>

                                                  Income Capitalization Approach
================================================================================

Terminal Capitalization Rate Selection

      A terminal capitalization rate of 10 percent was used to estimate the
market value of the property at the end of the assumed investment holding
period. We estimated an appropriate terminal rate based on indicated rates in
today's market.

      A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period, including a possible deterioration in market conditions for
the property. Investors typically add 50 to 100 basis points to the "going-in"
rate to arrive at a terminal capitalization rate, according to Cushman &
Wakefield's periodic investor surveys. A summary chart displaying current rates
is found on page 37.

================================================================================


                                      -34-
                                                                       CUSHMAN &
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<PAGE>

                                     50000 - WESTPARK 1
                                   ANNUAL CASH FLOW REPORT
                                BEGINNING 7/1/97 FOR 13 YEARS

<TABLE>
<CAPTION>
                       FY1998        FY1999       FY2000        FY2001       FY2002 
<S>                 <C>           <C>          <C>          <C>           <C>        
INCOME            
- ------            
MINIMUM RENT:     
ALL TENANTS            977,541     1,007,129    1,035,306     1,017,564      956,887 
                    ----------    ----------   ----------   ----------    ---------- 
TOTAL MINIMUM RENT     977,541     1,007,129    1,035,306     1,017,564      956,887 
                  
RECOVERIES:       
OPERATING EXPENSES       1,329         4,272        9,322        14,675        8,534 
                    ----------    ----------   ----------   ----------    ---------- 
TOTAL RECOVERIES         1,329         4,272        9,322        14,675        8,534 
                  
                    ----------    ----------   ----------   ----------    ---------- 
GROSS RENTAL     
 INCOME                978,870     1,011,401    1,044,628     1,032,239      965,421 
VACANCY ALLOWANCE   (   39,155)   (   40,456)  (   41,785)  (   41,290)   (   38,617)
                    ----------    ----------   ----------   ----------    ---------- 
TOTAL INCOME           939,715       970,945    1,002,843      990,949       926,804 

EXPENSES            
- --------            
UTILITIES              101,500       104,545      107,681      110,912       114,239 
INSURANCE                6,090         6,273        6,461        6,655         6,854 
REAL ESTATE TAXES       50,380        51,891       53,448       55,051        56,703 
CLEANING                40,600        41,818       43,073       44,365        45,696 
MAINTENANCE             20,300        20,909       21,536       22,182        22,848 
OUTSIDE CONTRACTS      111,650       115,000      118,449      122,003       125,663 
ADMINISTRATIVE           7,613         7,841        8,076        8,318         8,568 
OTHER                   15,225        15,682       16,152       16,637        17,136 
LEGAL & PROFESSION      10,150        10,455       10,768       11,091        11,424 
MANAGEMENT FEE          28,191        29,128       30,085       29,728        27,804 
                    ----------    ----------   ----------   ----------    ---------- 
TOTAL EXPENSES         391,699       403,542      415,729      426,942       436,935 
                    ----------    ----------   ----------   ----------    ---------- 
NET OPERATING                                                                        
 INCOME                548,016       567,403      587,114      564,007       489,869 
                                                                                     
ALTERATIONS              8,704         8,704            0       82,663       223,100 
COMMISSIONS              4,891         4,892            0       46,455       125,378 
RESERVES                14,150        14,575       15,012       15,462        15,926 
                    ----------    ----------   ----------   ----------    ---------- 
CASH FLOW              520,271       539,232      572,102      419,427       125,465 
</TABLE>

<TABLE>
<CAPTION>
                       FY2003       FY2004        FY2005       FY2006        FY2007
<S>                  <C>          <C>           <C>          <C>          <C>     
INCOME            
- ------            
MINIMUM RENT:     
ALL TENANTS           1,077,192    1,108,283     1,164,008    1,116,564    1,095,589
                     ----------   ----------    ----------   ----------   ---------- 
TOTAL MINIMUM RENT    1,077,192    1,108,283     1,164,008    1,116,564    1,095,589
                  
RECOVERIES:          
OPERATING EXPENSES       18,241       27,949        39,355       49,297       18,729 
                     ----------   ----------    ----------   ----------   ---------- 
TOTAL RECOVERIES         18,241       27,949        39,355       49,297       18,729 
                                                                                     
                     ----------   ----------    ----------   ----------   ---------- 
GROSS RENTAL                                                                         
INCOME                1,095,433    1,136,232     1,203,363    1,165,861    1,114,318 
VACANCY ALLOWANCE    (   43,817)  (   45,449)   (   48,135)  (   46,635)  (   44,573)
                     ----------   ----------    ----------   ----------   ---------- 
TOTAL INCOME          1,051,616    1,090,783     1,155,228    1,119,226    1,069,745 
                                                                                     
                     
EXPENSES             
- --------             
UTILITIES               117,666      121,196       124,832      128,577      132,434 
INSURANCE                 7,060        7,272         7,490        7,715        7,946 
REAL ESTATE TAXES        58,404       60,156        61,960       63,819       65,734 
LEANING                  47,067       48,479        49,933       51,431       52,974 
MAINTENANCE              23,533       24,239        24,966       25,715       26,487 
OUTSIDE CONTRACTS       129,433      133,316       137,315      141,435      145,678 
ADMINISTRATIVE            8,825        9,090         9,362        9,643        9,933 
OTHER                    17,650       18,179        18,725       19,287       19,865 
LEGAL & PROFESSION       11,767       12,120        12,483       12,858       13,243 
MANAGEMENT FEE           31,548       32,723        34,657       33,577       32,092 
                     ----------   ----------    ----------   ----------   ---------- 
TOTAL EXPENSES          452,953      466,770       481,723      494,057      506,386 
                     ----------   ----------    ----------   ----------   ---------- 
NET OPERATING                                                                        
INCOME                  598,663      624,013       673,505      625,169      563,359 
                                                                                     
ALTERATIONS              10,089       10,393             0            0      354,463 
COMMISSIONS               5,670        5,841             0            0      199,201 
RESERVES                 16,404       16,896        17,403       17,925       18,463 
                     ----------   ----------    ----------   ----------   ---------- 
CASH FLOW               566,500      590,883       656,102      607,244    (   8,768)
</TABLE>
<PAGE>

                               50000 - WESTPARK 1                         PAGE 2
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 7/1/97 FOR 13 YEARS

                      FY2008     FY2009      FY2010
INCOME
- ------
MINIMUM RENT:
ALL TENANTS         1,249,560  1,270,361  1,349,763
                    ---------  ---------  ---------
TOTAL MINIMUM RENT  1,249,560  1,270,361  1,349,763

RECOVERIES:
OPERATING EXPENSES     21,028     32,379     45,467
                    ---------  ---------  ---------
TOTAL RECOVERIES       21,028     32,379     45,467

                    ---------  ---------  ---------
GROSS RENTAL
 INCOME             1,270,588  1,302,740  1,395,230
VACANCY ALLOWANCE   (  50,823) (  52,110) (  55,809)
                    ---------  ---------  ---------
TOTAL INCOME        1,219,765  1,250,630  1,339,421
                    ---------  ---------  ---------

EXPENSES
- --------
UTILITIES             136,407    140,500    144,715
INSURANCE               8,184      8,430      8,683
REAL ESTATE TAXES      67,706     69,737     71,829
CLEANING               54,563     56,200     57,886
MAINTENANCE            27,281     28,100     28,943
OUTSIDE CONTRACTS     150,048    154,550    159,186
ADMINISTRATIVE         10,231     10,537     10,854
OTHER                  20,461     21,075     21,707
LEGAL & PROFESSION     13,641     14,050     14,471
MANAGEMENT FEE         36,593     37,519     40,183
                    ---------  ---------  ---------
TOTAL EXPENSES        525,115    540,698    558,457
                    ---------  ---------  ---------
NET OPERATING
 INCOME               694,650    709,932    780,964

ALTERATIONS             4,645     19,236          0
COMMISSIONS             2,611     10,810          0
RESERVES               19,017     19,587     20,175
                    ---------  ---------  ---------
CASH FLOW             668,377    660,299    760,789
<PAGE>

                                                  Income Capitalization Approach
================================================================================

      Discount Rate Analysis

      We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

      Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

      =========================================================
                      AUTUMN 1996 INVESTOR SURVEY
                     FOR SUBURBAN OFFICE BUILDINGS
      =========================================================
                 GOING-IN         TERMINAL           IRR
      ---------------------------------------------------------
               Low     High     Low      High     Low     High
      =========================================================
      Mean    8.80%    9.50%   9.30%    9.90%    11.2%    11.6%
      ---------------------------------------------------------
      Range   8.00%    11.0%   8.00%    11.0%    10.0%    13.0%
      =========================================================

      This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality Suburban Office properties
in the United States.

      The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant roll-overs; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

      The investors' internal rates of return cited above range from 10 to 13
percent. In our analysis of this office building, we discounted the cash flows
at 11.5 percent.

      The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

================================================================================


                                      -37-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Income Capitalization Approach
================================================================================

     Twelve-Year Cash Flow Analysis

     Based on the discount rate selected above, we estimate property value at
$5,200,000, rounded. The 12-year valuation table is presented on the facing
page.

Reconciliation Within Income Capitalization Approach

       Value Indicated by Discounted Cash Flow Analysis:    $5,200,000

     The "going in" capitalization rate indicated in the discounted cash flow
analysis is 10.5 percent, This is in line with going-in capitalization rates
indicated by the most recent Investor Survey which cites a range of rates
between 8 and 11 percent with a 8.8 percent and a mean high of 9.5 percent.

Analysis and Conclusion

          Value Indicated by Income Capitalization Approach: $5,200,000

================================================================================


                                      -38-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.

     Sales Comparison Approach                         $4,800,000 to $5,400,000

     Income Capitalization Approach                                  $5,200,000

     The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

      It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

      There are several additional reasons why the Sales Comparison Approach
does not form the basis of our value estimate for the subject property. The
quantity and quality of market information inhibits the use of the Sales
Comparison Approach. Inadequacy of information regarding gross and net income,
lease details and expenses of comparable sales often deters accurate and
relevant adjustments of unit price indicators. Comparison at a dollar per square
foot level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

      In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, as of July 1, 1997, was:

                    FIVE MILLION TWO HUNDRED THOUSAND DOLLARS
                                   $5,200,000

================================================================================


                                      -39-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                         Reconciliation and Final Value Estimate
================================================================================

Marketing Time

      Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. (Marketing time is subsequent to
the effective date of the appraisal and exposure time is presumed to precede the
effective date of the appraisal.) The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

      We believe, based on the assumptions employed in our analysis, as well as
our selection of investment parameters for the subject, that our value
conclusions represent a price achievable within one year's marketing time on the
open market.

================================================================================


                                      -40-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.    No opinion is intended to be expressed and no responsibility is assumed
      for the legal description or for any matters which are legal in nature or
      require legal expertise or specialized knowledge beyond that of a real
      estate appraiser. Title to the Property is assumed to be good and
      marketable and the Property is assumed to be free and clear of all liens
      unless otherwise stated. No survey of the Property was undertaken.

2.    The information contained in the Appraisal or upon which the Appraisal is
      based has been gathered from sources the Appraiser assumes to be reliable
      and accurate. Some of such information may have been provided by the owner
      of the Property. Neither the Appraiser nor C&W shall be responsible for
      the accuracy or completeness of such information, including the
      correctness of estimates, opinions, dimensions, sketches, exhibits and
      factual matters.

3.    The opinion of value is only as of the date stated in the Appraisal.
      Changes since that date in external and market factors or in the Property
      itself can significantly affect property value.

4.    The Appraisal is to be used in whole and not in part. No part of the
      Appraisal shall be used in conjunction with any other appraisal.
      Publication of the Appraisal or any portion thereof without the prior
      written consent of C&W is prohibited. Except as may be otherwise stated in
      the letter of engagement, the Appraisal may not be used by any person
      other than the party to whom it is addressed or for purposes other than
      that for which it was prepared. No part of the Appraisal shall be conveyed
      to the public through advertising, or used in any sales or promotional
      material without C&W's prior written consent. Reference to the Appraisal
      Institute or to the MAI designation is prohibited.

5.    Except as may be otherwise stated in the letter of engagement, the
      Appraiser shall not be required to give testimony in any court or
      administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -41-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Assumptions and Limiting Conditions
================================================================================

6.    The Appraisal assumes (a) responsible ownership and competent management
      of the Property; (b) there are no hidden or unapparent conditions of the
      Property, subsoil or structures that render the Property more or less
      valuable (no responsibility is assumed for such conditions or for
      arranging for engineering studies that may be required to discover them);
      (c) full compliance with all applicable federal, state and local zoning
      and environmental regulations and laws, unless noncompliance is stated,
      defined and considered in the Appraisal; and (d) all required licenses,
      certificates of occupancy and other governmental consents have been or can
      be obtained and renewed for any use on which the value estimate contained
      in the Appraisal is based.

7.    The physical condition of the improvements considered by the Appraisal is
      based on visual inspection by the Appraiser or other person identified in
      the Appraisal. C&W assumes no responsibility for the soundness of
      structural members nor for the condition of mechanical equipment, plumbing
      or electrical components.

8.    The forecasted potential gross income referred to in the Appraisal may be
      based on lease summaries provided by the owner or third parties. The
      Appraiser has not reviewed lease documents and assumes no responsibility
      for the authenticity or completeness of lease information provided by
      others. C&W recommends that legal advice be obtained regarding the
      interpretation of lease provisions and the contractual rights of parties.

9.    The forecasts of income and expenses are not predictions of the future.
      Rather, they are the Appraiser's best estimates of current market thinking
      on future income and expenses. The Appraiser and C&W make no warranty or
      representation that these forecasts will materialize. The real estate
      market is constantly fluctuating and changing. It is not the Appraiser's
      task to predict or in any way warrant the conditions of a future real
      estate market; the Appraiser can only reflect what the investment
      community, as of the date of the Appraisal, envisages for the future in
      terms of rental rates, expenses, supply and demand.

10.   Unless otherwise stated in the Appraisal, the existence of potentially
      hazardous or toxic materials which may have been used in the construction
      or maintenance of the improvements or may be located at or about the
      Property was not considered in arriving at the opinion of value. These
      materials (such as formaldehyde foam insulation, asbestos insulation and
      other potentially hazardous materials) may adversely affect the value of
      the Property. The Appraisers are not qualified to detect such substances.
      C&W recommends that an environmental expert be employed to determine the
      impact of these matters on the opinion of value.

11.   Unless otherwise stated in the Appraisal, compliance with the requirements
      of the Americans With Disabilities Act of 1990 (ADA) has not been
      considered in arriving at the opinion of value. Failure to comply with the
      requirements of the ADA may adversely affect the value of the property.
      C&W recommends that an expert in this field be employed.

================================================================================


                                      -42-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================

      We certify that, to the best of our knowledge and belief:

1.    David F. McArdle inspected the property, and John D. Busi, MAI, Managing
      Director, Valuation Advisory Services, has reviewed and approved the
      report and but did not inspect the property.

2.    The statements of fact contained in this report are true and correct.

3.    The reported analyses, opinions, and conclusions are limited only by the
      reported assumptions and limiting conditions, and are our personal,
      unbiased professional analyses, opinions, and conclusions.

4.    We have no present or prospective interest in the property that is the
      subject of this report, and we have no personal interest or bias with
      respect to the parties involved.

5.    Our compensation is not contingent upon the reporting of a predetermined
      value or direction in value that favors the cause of the client, the
      amount of the value estimate, the attainment of a stipulated result, or
      the occurrence of a subsequent event. The appraisal assignment was not
      based on a requested minimum valuation, a specific valuation or the
      approval of a loan.

6.    No one provided significant professional assistance to the persons signing
      this report.

7.    Our analyses, opinions, and conclusions were developed, and this report
      has been prepared, in conformity with the Uniform Standards of
      Professional Appraisal Practice of the Appraisal Foundation and the Code
      of Professional Ethics and the Standards of Professional Appraisal
      Practice of the Appraisal Institute.

8.    The use of this report is subject to the requirements of the Appraisal
      Institute relating to review by its duly authorized representatives.

9.    As of the date of this report, John D. Busi, MAI has completed the
      requirements of the continuing education program of the Appraisal
      Institute.


      /s/ David F. McArdle                       /s/ John D. Busi
      David F. McArdle                           John D. Busi, MAI
      Director                                   Managing Director
      Valuation Advisory Services                Valuation Advisory Services
      State of North Carolina                    New York State Certified
      Temporary Practice Permit (Pending)        Appraiser No. 46000005078

================================================================================


                                      -43-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         ADDENDA
================================================================================

                              PRO-JECT ASSUMPTIONS

                           APPRAISERS' QUALIFICATIONS

================================================================================


                                      -44-
<PAGE>

                               50000 - WESTPARK 1
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF 50000 - WESTPARK 1 BEGINNING 7/1997
FOR 15 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE -       56,601
THEREAFTER -  CONSTANT

GROWTH RATES
- ------------

RNTG
1997 VALUE -         3.00
THEREAFTER -  CONSTANT

EXPG
1997 VALUE -         3.00
THEREAFTER -  CONSTANT

CPIG
1997 VALUE -         3.00
THEREAFTER -  CONSTANT

NCOM
1997 VALUE -         5.00
THEREAFTER -  CONSTANT

RCOM
1997 VALUE -         2.50
THEREAFTER -  CONSTANT

SCOM
+70.0% OF RCOM +30.0% OF NCOM

MARKET RATES
- ------------

MKT1
1997 VALUE -         17.00
THEREAFTER -  GROWING AT GROWTH RATE RNTG

MKT2
1997 VALUE -         18.00
THEREAFTER -  GROWING AT GROWTH RATE RNTG

NTIR
1997 VALUE -         10.00
THEREAFTER -  GROWING AT GROWTH RATE EXPG

RTIR
1997 VALUE -          3.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

STIR
+70.0% OF RTIR +30.0% OF NTIR

ESE
1997 VALUE -      0.25
<PAGE>

                                                                          PAGE 2

THEREAFTER - GROWING AT GROWTH RATE EXPG

BP30
1997 VALUE -        7.50
THEREAFTER - CONSTANT

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

UTILITIES           , REFERRED TO AS UTIL
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      100,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

INSURANCE           , REFERRED TO AS INSR
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        6,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

REAL ESTATE TAXES , REFERRED TO AS TAX
cHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      49,635
THEREAFTER - GROWING AT GROWTH RATE EXPG

CLEANING          , REFERRED TO AS CLEA
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      40,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

MAINTENANCE        , REFERRED TO AS MAIN
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      20,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

OUTSIDE CONTRACTS , REFERRED TO AS CONT
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      110,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

ADMINISTRATIVE      , REFERRED TO AS ADMN
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        7,500
THEREAFTER - GROWING AT GROWTH RATE EXPG

OTHER              , REFERRED TO AS OTH
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      15,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

OPERATING EXPENSES, REFERRED TO AS OPEX 
ON INFORMATIONAL EXPENSE 
+100.0% OF UTIL+100.0% OF INSR 
+100.0% OF /   +100.0% OF TAX 
+100.0% OF CLEA+100.0% OF MAIN
+100.0% OF CONT+100.0% OF ADMN

LEGAL & PROFESSION, REFERRED TO AS L&PE
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       10,000
THEREAFTER - GROWING AT GROWTH RATE EXPG
<PAGE>

                                                                          PAGE 3


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -         4.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1997 VALUE -         3.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -    5.000% OF TOTAL RENT

STANDARD METHOD #2 -    2.500% OF TOTAL RENT

STANDARD METHOD #3 -    3.125% OF TOTAL RENT

STANDARD METHOD #4 -    0.000% OF TOTAL RENT

STANDARD METHOD #5 -    0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 -    CASHED OUT

STANDARD METHOD #2 -    CASHED OUT

STANDARD METHOD #3 -    CASHED OUT

STANDARD METHOD #4 -    CASHED OUT

STANDARD METHOD #5 -    CASHED OUT

ALTERATION CALCULATION
- ----------------------

NONE

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 -    CASHED OUT

STANDARD METHOD #2 -    CASHED OUT

STANDARD METHOD #3 -    CASHED OUT

STANDARD METHOD #4 -    CASHED OUT

STANDARD METHOD #5 -    CASHED OUT
<PAGE>

                                                                          PAGE 4


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESE MULTIPLIED BY AREA MEASURE NRA

PRIMARY CLASSIFICATION CODES
- ----------------------------

    1 - TENANT RENEWS

SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE

COST CENTERS
- -----------

NONE

SALES VOLUME PROFILE
- --------------------

          PERCENT OF        RELATIVE
MONTH    ANNUAL SALES        VOLUME
- -----    ------------      --------
 JAN         8.33%            1.00
 FEB         8.33%            1.00
 MAR         8.33%            1.00
 APR         8.33%            1.00
 MAY         8.33%            1.00
 JUN         8.33%            1.00
 JUL         8.33%            1.00
 AUG         8.33%            1.00
 SEP         8.33%            1.00
 OCT         8.33%            1.00
 NOV         8.33%            1.00
 DEC         8.33%            1.00
           ------            -----
 TOTALS    100.00%           12.00


GLOBAL RECOVERIES
- -----------------

OPERATING EXPENSES, REFERRED TO AS GBYO
PRO RATA SHARE RECOVERY OF EXPENSE OPEX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
<PAGE>

                                                                          PAGE 5


SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

[ILLEGIBLE] - SPEC.  RENEWAL
BASE LEASE DATES:       1/1996 TO 12/1996
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:               1
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH       VACANT     SQ FT    MONTHS OF
TERM  YEARS.MONTHS    MONTHS    INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------    ------    --------  ---------   -----------    -----------
 1        5.00           2       NONE        NONE          YES            YES
 2        5.00           2       NONE        NONE          YES            YES
 3        5.00           2       NONE        NONE          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
MARKET RATE BP30 AFTER MONTH 30

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GBYO

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

TENANTS

THERE ARE A TOTAL OF     5 LEASEHOLD TENANT(S):

- ------------------------------------------------------------------------------

# 1 - CATO RESEARCH
BASE LEASE DATES:       7/1989 To 7/2001
<PAGE>

                                                                          PAGE 6


TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          38,867
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     15.75/SF/YR
CHANGING TO  -     16.90/SF/YR ON   8/1996
CHANGING TO  -     17.40/SF/YR ON   8/1997
CHANGING TO  -     17.90/SF/YR ON   8/1995
CHANGING TO  -     18.40/SF/YR ON   8/1999
CHANGING TO  -     18.90/SF/YR ON   8/2000

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPEX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF 6.34/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH       VACANT     SQ FT    MONTHS OF
TERM  YEARS MONTHS    MONTHS    INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------    ------    --------  ---------   -----------    -----------
 1        5.00          2         NONE      NONE         YES            YES
 2        5.00          2         NONE      NONE         YES            YES
 3        5.00          2         NONE      NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
MARKET RATE BP30 AFTER MONTH 30

RENEWAL RECOVERIES:

GBYO
GLOBAL GROUPING
GLOBAL RECOVERY GBYO

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MCI TELECOM
BASE LEASE DATES:        8/1994 To 7/1997
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             658
PRIMARY CODE:                 1 - TENANT RENEWS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     18.54/SF/YR
CHANGING TO  -     19.10/SF/YR ON 8/1996

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPEX
<PAGE>

                                                                          PAGE 7


PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF      6.70/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH       VACANT     SQ FT    MONTHS OF
TERM  YEARS.MONTHS    MONTHS    INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------    ------    --------  ---------   -----------    -----------
 1       5.00           2         NONE       NONE         YES           YES
 2       5.00           2         NONE       NONE         YES           YES
 3       5.00           2         NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
MARKET RATE BP30 AFTER MONTH 30

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GBYO

RENEWAL COMMISSIONS:      GROWTH RATE BCOM
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE BTIR
RENEWAL PAYOUT:           CASHED OUT

- -------------------------------------------------------------------------------

# 3 - CATO RESEARCH
BASE LEASE DATES:         1/1997 TO 12/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,018
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     17.25/SF/YR

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPEX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH       VACANT     SQ FT    MONTHS OF
TERM  YEARS.MONTHS    MONTHS    INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------    ------    --------  ---------   -----------    -----------
  1      5.00           2         NONE       NONE         YES           YES
  2      5.00           2         NONE       NONE         YES           YES
  3      5.00           2         NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
<PAGE>

                                                                          PAGE 8


MARKET RATE MKT1 MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
MARKET RATE BP30 AFTER MONTH 30

RENEWAL RECOVERIES:

GBYO
GLOBAL GROUPING
GLOBAL RECOVERY GBYO

RENEWAL COMMISSIONS:    GROWTH RATE BCOM
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 4 - TRIANGLE SYSTEMS
BASE LEASE DATES:         9/1995 TO 8/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,657
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     16.50/SF/YR
CHANGING TO  -     17.00/SF/YR ON 9/1996
CHANGING TO  -     17.50/SF/YR ON 9/1997

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPEX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF 6.20/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS:    NONE

SPECULATIVE RENEWALS:

         LENGTH       VACANT     SQ FT    MONTHS OF
TERM  YEARS.MONTHS    MONTHS    INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------    ------    --------  ---------   -----------    -----------
  1       5.00           2        NONE        NONE          YES          YES
  2       5.00           2        NONE        NONE          YES          YES
  3       5.00           2        NONE        NONE          YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
MARKET RATE BP30 AFTER MONTH 30

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GBYO

RENEWAL COMMISSIONS:    GROWTH RATE BCOM
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT
<PAGE>

                                                                          PAGE 9


- -------------------------------------------------------------------------------

# 5 - SANDLER & RECHT
BASE LEASE DATES:      10/1991 TO 2/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          14,401
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    8.38/SF/YR
CHANGING TO  -   16.93/SF/YR   ON  3/1997
CHANGING TO  -   16.99/SF/YR   ON  4/1997
CHANGING TO  -   17.44/SF/YR   ON 10/1997
CHANGING TO  -   17.53/SF/YR   ON  4/1998
CHANGING TO  -   18.30/SF/YR   ON 11/1998
CHANGING TO  -   18.85/SF/YR   ON 11/2000
CHANGING TO  -   19.41/SF/YR   ON 11/2001

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPEX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH       VACANT     SQ FT    MONTHS OF
TERM  YEARS.MONTHS    MONTHS    INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------    ------    --------  ---------   -----------    -----------
  1       5.00          2         NONE       NONE         YES           YES
  2       5.00          2         NONE       NONE         YES           YES
  3       5.00          2         NONE       NONE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY    1.000
WITH PERCENTAGE STEPS OF
MARKET RATE BP30 AFTER MONTH 30

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GBYO

RENEWAL COMMISSIONS:   GROWTH RATE BCOM
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT
<PAGE>

                                                  QUALIFICATIONS OF JOHN D. BUSI
================================================================================

Background

      John D. Busi is the Managing Director of Cushman & Wakefield's New York
Area Valuation Advisory Services Group. His responsibilities include management
of 34 professionals and 11 support staff housed within four branch offices. He
joined Cushman & Wakefield in March, 1981. In May, 1990, Mr. Busi was awarded
the MAI designation by the American Institute of Real Estate Appraisers. In
March, 1991, Mr. Busi was promoted to the position Associate Director and in
March, 1992 was promoted to the position of Director by the Executive Board of
Cushman & Wakefield, Inc. In December, 1992, Mr. Busi was promoted to the
position of Manager - New York Branch. In December, 1995, Mr. Busi's
responsibilities were broadened to include the tri-state New York metropolitan
area containing three branch offices. In January, 1996, Mr. Busi became a
stockholder in Cushman & Wakefield, Inc. In November, 1996, Mr. Busi was
promoted to the position of Managing Director. In January, 1997, Mr. Busi's
responsibilities were expanded to include management of the Boston VAS branch
office. Mr. Busi's responsibilities include marketing and development of new
business for the region, managing regional and national appraisal accounts,
review and quality control functions and the appraisal of investment grade real
estate.

Appraisal Experience

      Appraisal and consulting assignments have included regional malls and
shopping centers, proposed and existing multi-tenanted office buildings,
cooperative, condominium and rental apartment buildings, feasibility and market
studies, vacant land and assemblages, special use industrial properties,
developable air rights, and investment properties throughout the United States.
A list of properties appraised by Mr. Busi is available upon request.

Memberships, Licenses and Professional Affiliations

MEMBER, REAL ESTATE BOARD OF NEW YORK, INC.
MEMBER, APPRAISAL INSTITUTE (MAI) - CERTIFICATE 8456
ASSOCIATE MEMBER THE URBAN LAND INSTITUTE
CERTIFIED GENERAL REAL ESTATE APPRAISER #46000005078 STATE OF NEW YORK

      In January 1996, Mr. Busi was appointed the New York Metropolitan Area
Appraisal Institute Chapter Admissions Committee Chairman. In this capacity, Mr.
Busi is responsible for overseeing institute candidates fulfillment of
admissions requirements and appointment of experience review committees.

Education

      Long Island University
      Degree: Bachelor of Business Administration
      Graduated: January 1981

Appraisal Education

      As of the date of this report, John D. Busi, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.

      Mr. Busi has also been a guest lecturer for NYU's Real Estate Masters
Program.
<PAGE>

                                              QUALIFICATIONS OF DAVID F. McARDLE
================================================================================

Background

      David F. McArdle is a Director with Cushman & Wakefield, Inc., Valuation
Advisory Services. He joined Cushman & Wakefield in March, 1993 as a staff
appraiser and was promoted to Associate Director in January, 1995. In July, 1996
he was promoted to Director. He entered the real estate business in 1980 with
Oakwood Realty in Huntington, New York and participated as a real estate broker
and property manager. In 1985 he became an officer of Oakwood Builders
Corporation a residential construction firm specializing in single family homes
and townhouses.

Appraisal Experience

      From 1987 to 1991 he was affiliated with Breslin Appraisal Company of
Huntington, New York as a fee appraiser.

      From July 1991 to March 1993 he was employed with Ray Brower Associates in
Seaford, New York as a staff appraiser.

      Since joining the division Mr. McArdle has performed appraisal and
consulting assignments in over 25 states across the country which have included
office buildings, shopping centers, hotels, industrial buildings, apartment
buildings, marinas, restaurants, golf courses, residential subdivisions and
various special use properties. A list of properties appraised by Mr. McArdle is
available on request.

Memberships, Licenses and Professional Affiliations

STATE OF NEW YORK CERTIFIED GENERAL R.E. APPRAISER-No. 46000009231
STATE OF NEW HAMPSHIRE CERTIFIED GENERAL APPRAISER-No. NHCG-432
STATE OF OHIO CERTIFIED GENERAL REAL ESTATE APPRAISER-No. 412262
ASSOCIATE MEMBER, APPRAISAL INSTITUTE

Education

       Fairfield University 1974-1975
       University of South Florida 1976-1978
       Degree: Bachelor of Science in Business Administration
       Graduated: June 1978

Appraisal Education

      Appraisal Institute and American Institute of Real Estate Appraisers
courses successfully completed.

      #101     -       An Introduction to Appraising Real Property October 1987
      #102     -       Applied Residential Property Valuation; January 1987
      SPPA     -       Standards of Professional Practice Part A; November 1991
      SPPB     -       Standards of Professional Practice Part B; August 1993
      1B-A     -       Capitalization Theory & Techniques, Part A; April 1989
      1B-B     -       Capitalization Theory & Techniques, Part B; August 1992
      2-1      -       Case Studies in Real Estate Valuation; October 1992
      11540    -       Report Writing and Valuation Analysis; July 1994




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>


[KTR LOGO]

KOEPPEL TENER REAL ESTATE SERVICES, INC.
575 Lexington Avenue, New York, NY 10022-6102
212 906-9400 Fax 212 935-5935


Mr. Todd Eagle                                                   July 17, 1997
Associate
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004

     
Re:  380 Madison Avenue
     New York, N.Y.


Dear Mr. Eagle:

The options referred to on page 46 of our appraisal lapsed with the expiration
of the Tenant's purchase option. The absence of such option does not affect
our present market value estimate.

We hope that this clarification is helpful.

Very truly yours,

KOEPPEL TENER REAL ESTATE SERVICES, INC.

/s/  Wayne A. Nygard

By:  Wayne A. Nygard, MAI
     Senior Vice President

<PAGE>



             [LETTERHEAD] Koeppel Tener Real Estate Services, Inc.

                                  APPRAISAL OF
                            370 - 392 MADISON AVENUE
                         A/K/A 11 - 29 EAST 46TH STREET
                         A/K/A 16 - 18 EAST 47TH STREET
                              BOROUGH OF MANHATTAN
                            NEW YORK COUNTY, NEW YORK



<PAGE>


              [LETTERHEAD] Koeppel Tener Real Estate Services, Inc.


Mr. Todd Eagle, Associate                                          June 23, 1997
Goldman Sachs & Company
85 Broad Street
New York, New York 10004


Re: 370-392 Madison Avenue
a/k/a 11-29 East 46th Street
a/k/a 16-18 East 47th Street
New York New York

Dear Mr. Eagle:

Pursuant to your request, Koeppel Tener Real Estate Services, Inc. has completed
its appraisal of the following interests in the above referenced property for
the purpose of estimating following values, free and clear of financing, as of
our inspection date of June 10, 1997.

Value No. 1 is the As Is Market Value of the Leased Fee  Interest  subject to an
existing master net lease. Value No. 2 is the As Is Market Value of the Leased
Fee Interest subject to existing short term contractual  leases and obligations,
but exclusive of the master net lease.

The subject property is improved with a multi-tenanted 25-story and mezzanine
Class "A" commercial office building, constructed in 1952 and completely
renovated in 1990, containing 818,719 square feet of rentable retail and office
area and also including an underground parking garage (150 licensed spaces) and
a below grade office storage component containing 32,572 square feet.

Situated on an irregular 38,159 square foot site, it is located on the west side
of Madison Avenue, between East 46th and East 47th Streets, on the northern and
southern boundaries of a Grand Central and Fifth/Madison Avenue office
sub-market, respectively, within Midtown Manhattan.

The office and retail components of the subject property are currently 87.3%
occupied under multi-year retail and office leases. Overall, it is 86.0%
occupied under multi-year retail, office, garage and storage leases. It is
occupied by 6 office and retail tenants which encompass 62.8% of its total
rentable area and which accounts for 74.8% of its total current income.

The primary tenant is Chase Manhattan Bank which occupies 34.3% (307,747 square
feet) of the subject property under leases expiring in May, 1999 and September,
2002. Further, the leases to Chase Manhattan Bank represent 44.7% of its total
current income.


<PAGE>


              [LETTERHEAD] Koeppel Tener Real Estate Services, Inc.
                           Valuation Division


Mr. Todd Eagle                                                     June 23, 1997
Goldman Sachs & Company                                                   Page 2

The other primary tenants are U.S. Sprint (71,560 square feet) under leases
expiring in December, 2001; LDDS Communications (64,524 square feet) under
leases expiring in August, 2008; Investment Technology (44,704 square feet)
under a lease expiring in January, 2013; Bachner, Tally Polevoy and Misher, Esq.
(38,232 square feet) under leases expiring in April, 2003; and Varig Brazillian
Airlines (36,937 square feet) under a lease expiring in September, 2010. U.S.
Sprint is scheduled to vacate 25,520 square feet on Floor No. 7 as of December
31, 1997.

Our valuation of the subject property has employed the Income Capitalization
Approach and the Sales Comparison Approach. The Cost Approach is not employed
for reasons discussed in this appraisal.

Our value estimate is subject to the Basic Assumptions and Limiting Conditions
and Certification Statement contained herein. This valuation has been made in
conformity with and is subject to the requirements of the Uniform Standards of
Professional Appraisal Practice of The Appraisal Foundation. It is also subject
to the Code of Professional Ethics of the Appraisal Institute.

The market value developed in this appraisal represents a marketing time of 1
year or less.

Attached is our appraisal report which describes our investigation and analyses,
together with Certification, Basic Assumptions and Limiting Conditions, upon
which we have based our opinion that the As Is Market Values of the Leased Fee
Interest in the subject property as of June 10, 1997 are:

VALUE NO. 1: LEASED FEE INTEREST SUBJECT TO MASTER LEASE

                    ONE HUNDRED NINETY-SEVEN MILLION DOLLARS
                                 ($197,000,000)

VALUE NO. 2: LEASED FEE INTEREST SUBJECT TO EXISTING SHORT TERM LEASES AND
CONTRACTUAL OBLIGATIONS

                           TWO HUNDRED MILLION DOLLARS
                                 ($200,000,000)


<PAGE>




              [LETTERHEAD] Koeppel Tener Real Estate Services Inc.
                           Valuation Division

Mr. Todd Eagle                                                     June 23, 1997
Goldman Sachs &  Company                                                  Page 3

It has been a pleasure to be of service to you. Please do not hesitate to call
with any questions you may have regarding our assumptions, observations or
conclusion.

Sincerely,

KOEPPEL TENER REAL ESTATE SERVICES, INC.

     /s/ Wayne A. Nygard                       /s/ Daniel J. McNeil
     -----------------------                   ------------------------
 By: Wayne A. Nygard, MAI                 By:  Daniel J. McNeil, MAI
     Senior Vice President                     Vice President



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New  York                                                 Frontispiece

                                TABLE OF CONTENTS
                                  INTRODUCTION

Title Page
Letter of Transmittal
Table of Contents
Certificate of Appraisal
Photograph of Subject Property

Summary of Important Conclusions ........................................    1

Basic Assumptions and Limiting Conditions ...............................    6

                            PREMISES OF THE APPRAISAL

Purpose of the Appraisal ................................................    8
Identification of the Property ..........................................    8
Date of Valuation .......................................................    8
Scope of the Appraisal ..................................................    8
Intended Use of the Appraisal ...........................................    9
Property Rights Appraised ...............................................    9
Definition of Market Value ..............................................   10
Sales History of Property ...............................................   10
Marketing Period ........................................................   11
Area Analysis (City and Neighborhood) ...................................   13

                                  PROPERTY DATA
Site Data ...............................................................   24
Zoning ..................................................................   27
Real Estate Assessments and Taxes .......................................   31

Description of Improvements .............................................   38

Summary of Existing Leases ..............................................   46

                                 MARKET ANALYSIS

Office Market Overview .................................................   51

Market Rent Analysis (Office, Retail, Storage and Garage) ..............   69

           Koeppel Tener Real Estate Services. Inc Valuation Division



<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                  Frontispiece

                          TABLE OF CONTENTS (Continued)

                                    VALUATION

Highest and Best Use ....................................................   104
Valuation Procedure .....................................................   106
Income Capitalization Approach ..........................................   109
Sales Comparison Approach ...............................................   143
Reconciliation and Final Value Conclusion ...............................   153

                                     ADDENDA

Exhibit 1 - Letter of Engagement 
Exhibit 2 - Typical Floor Plan 
Exhibit 3 - Summary of KTR Tenant Roster 
Exhibit 4 - KTR Effective Rent Workpapers 
Exhibit 5 - KTR Workpapers 
Exhibit 6 - Improved Sales 
Qualifications of the Appraisers

           Koeppel Tener Real Estate Services. Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                  Frontispiece

                            CERTIFICATE OF APPRAISAL

We, Wayne A. Nygard, MAI and Daniel J. McNeil, MAI certify that to the best of
our knowledge and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions, and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of value
estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

Daniel J. McNeil, MAI has made a personal inspection of the property that is the
subject of this report. Wayne A. Nygard, MAI has not recently inspected the
property.

No one provided significant professional assistance to the persons signing this
report.

This appraisal was not prepared in conjunction with a request for a specific
value or a value within a given range or predicated upon loan approval.

Wayne A. Nygard, MAI has been duly certified to transact business as a Real
Estate General Appraiser (New York State Certification #46000004241.

The Appraisal Institute conducts a program of voluntary continuing professional
education for its designated members. MAI and SRA members who meet minimum
standards of this program are awarded periodic education certification. Wayne A.
Nygard, MAI, and Daniel J. McNeil, MAI have completed the requirements under
this program.

Koeppel Tener Real Estate Services. Inc

     /s/ Wayne A. Nygard                       /s/ Daniel J. McNeil
     -----------------------                   ------------------------
 By: Wayne A. Nygard, MAI                 By:  Daniel J. McNeil, MAI
     Senior Vice President                     Vice President


           Koeppel Tener Real Estate Services. Inc Valuation Division


<PAGE>



                     [GRAPHIC OMITTED] PHOTO 380 Madison Ave



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 1

                        SUMMARY OF IMPORTANT CONCLUSIONS

Date of Value:                          June 10, 1997

Inspection Date:                        June 10, 1997

Property Address:                       370-392 Madison Avenue 
                                        a/k/a 11-29 East 46th Street 
                                        a/k/a 16-18 East 47th Street
                                        Borough of Manhattan 
                                        New York County, New York

Property Location:                      East side of Madison Avenue, between
                                        East 46th and East 47th Street.

Purpose of the Appraisal:               To estimate the following values (1 & 2)
                                        in the subject property, free and clear
                                        of financing, as June 10, 1997:

                                        (1) As Is Market Value of the Leased Fee
                                        Interest subject to an existing long
                                        term master net lease; and

                                        (2) As Is Market Value of the Leased Fee
                                        Interest subject to existing contractual
                                        leases and obligations, but exclusive of
                                        the master net lease.

Site Size:                              38,159 square feet (irregular)
 

Zoning:                                 C5-3 (65.8%), Restricted Central
                                        Commercial District and C5-2.5 (34.2%),
                                        General Central Commercial District,
                                        both within a Special Midtown District
                                        (MiD).

Improvements:                           A 25-story and mezzanine Class "A"
                                        commercial office building constructed
                                        in 1952 and completely renovated in 1990
                                        containing 818,719 square feet of retail
                                        and office rentable area and also
                                        including an underground parking garage
                                        (150 licensed spaces) and a below grade
                                        office storage component containing
                                        32,572 square feet.

Highest and Best Use
As Vacant:                              Speculative holding until such time that
                                        development of a office building is
                                        economically feasible.

           Koeppel Tener Real Estate Services zinc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 2


                  SUMMARY OF IMPORTANT CONCLUSIONS (Continued)

      As Improved:                      Commercial office with retail on grade.

Subject Property Overview:              The subject property is currently 87.3%
                                        occupied under retail and office leases.
                                        Overall, it is 86.0% occupied under
                                        retail, office, storage and garage
                                        leases.

                                        It is occupied by 6 retail and office
                                        tenants which encompass 62.8% of its
                                        total rentable area and which accounts
                                        for 74.8% of its total current income.

                                        The primary tenant is Chase Manhattan
                                        Bank which occupies 34.3% (307,747
                                        square feet) of the subject property
                                        under leases expiring in May, 1999 and
                                        September, 2002.

Date of Valuation:                      June 10, 1997

Primary Approach:                       Discounted Cash Flow Analysis

Projection Period:                (1)   17.5 calendar years beginning 7/1/97.
                                  (2)   11 fiscal years beginning 7/1/97.

Holding Period:                   (1)   16.5 calendar years beginning 7/1/97.
                                  (2)   10 fiscal years beginning 7/1/97.

Internal Rate of Return           (1)   10.0%
                                  (2)   10.5%

Reversionary Cap Rate:            (1)   9.5%
                                  (2)   11.0%

Yr. No. 1 Cash-On-Cash Return     (1)   8.1%
                                  (2)   8.0%

Office Market Rent (Per Sq. Ft.) - Average

Low Floors (Nos. 2-12):                 $37.00

Upper Floors (Nos. 13-25):              $39.00

           Koeppel Tener Real Estate Services zinc Valuation Division



<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 3

                  SUMMARY OF IMPORTANT CONCLUSIONS (Continued)

Retail Market Rent (Per Sq. Ft.) - Average

6 units (Street & Mezzanine):           $27.00 to $160.00

                                        $49.61 average

Storage Market Rent (Per Sq. Ft.) -Average: 

                                        $15.00

Garage Market Rent:                     $5,000 per licensed space which equates
                                        to $16.87 per square foot.

Future Office Lease Terms (Years)
and Step-ups:                           15 years with step-ups of $3.00 per
                                        square foot in years no. 5 and 9.

Future Retail Lease Terms (Years) and Step-ups

Unit No. 1 (Chase Manhattan):           15 years with 10% step-ups in year no. 6
                                        and 11.

Units No. 2-6:                          10 years with 10% step-ups in year no. 4
                                        and 7.

Future Storage Lease Terms (Years)
and Step-ups:                           12 years with step-ups of $2.00 per
                                        square foot in years no. 5 and 9.

Tenant Workletters - New Leases:        $48.00 per square foot ($4.00 per square
                                        foot per lease year).


Tenant Workletter - Renewal Leases:     40% of a new lease

Tenant Workletter - New Retail Leases:  $5.00

Tenant Workletter - Renewal Retail:     None

Tenant Workletter - New &
Renewal Storage & Garage:               None
Office Free Rent - New Leases:          10 months/5 months after 12/99.

Office Free Rent - Renewal Leases       None

Retail Free Rent - New Leases
Unit No. I (Chase Manhattan):           12 months


            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 4

                 SUMMARY OF IMPORTANT CONCLUSIONS (Continued)

 Units No. 2-6                          3 months

 Retail Free Rent - Renewals:           None

 Free Rent - New &
 Renewal Storage & Garage:              None
 Renewal Probability
 Retail/Commercial:                     65%
 Garage:                                65%
 Office and Storage.:                   60%
 Months Vacancy Between Leases (Actual)
 Retail/Commercial and Garage:          4

Office, Storage and Retail Unit No. 1:  6

Market Rent Growth Rate:                4.0% per year from 7/1/97

Expense Growth Rate:                    4.0% per year from 1/1/97

Real Estate Tax Growth Rate:            Variable

Credit Loss:                            1.5% All Tenants

AS IS VALUATION - LEASED FEE INTEREST SUBJECT TO MASTER LEASE

Income Capitalization Approach:         $197,000,000

Sales Comparison Approach:              --N.A.--

Cost Approach:                          --N.A.--

APPRAISED VALUE                         $197,000,000 $241 per square foot

            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 5



                  SUMMARY OF IMPORTANT CONCLUSIONS (Continued)

AS IS VALUATION - LEASED FEE INTEREST SUBJECT TO EXISTING SHORT TERM LEASES AND
CONTRACTUAL OBLIGATIONS

Income Capitalization Approach:         $200,000,000

Sales Comparison Approach:              $205,000,000 to $221,000,000

 Cost Approach:                         -N A -

APPRAISED VALUE                         $200,000,000 $244 per square foot


            Koeppel Tener Real Estate Services Inc Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 6

                    BASIC ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report is subject to the following assumptions and limiting
conditions:

No responsibility is assumed for the legal description or for matters including
legal or title considerations. Title to the property is assumed to be good and
marketable unless otherwise stated.

The property is appraised free and clear of any or all liens or encumbrances
unless otherwise stated.

Responsible ownership and competent property management are assumed.

The information furnished by others is believed to be reliable. However, no
warranty is given for its accuracy.

All engineering is assumed to be correct. The plot plans and illustrative
material in this report are included only to assist the reader in visualizing
the property.

It is assumed that there are no hidden or unapparent conditions of the property,
subsoil, or structures that render it more or less valuable. No responsibility
is assumed for such conditions or for arranging for engineering studies that may
be required to discover them.

It is assumed that there is full compliance with all applicable federal, state,
and local environmental regulations and laws unless noncompliance is stated,
defined, and considered in the appraisal report.

It is assumed that all applicable zoning and use regulations and restrictions
have been complied with, unless a nonconformity has been stated, defined, and
considered in the appraisal report.

It is assumed that all required licenses, certificates of occupancy, consents,
or other legislative or administrative authority from any local, state, or
national government or private entity or organization have been or can be
obtained or renewed for any use on which the value estimate contained in this
report is based.

It is assumed that the utilization of the land and improvements is within the
boundaries or property lines of the property described and that there is no
encroachment or trespass unless noted in the report.

The distribution, if any, of the total valuation in this report between land and
improvements applies only under the stated program of utilization. The separate
allocations for land and buildings must not be used in conjunction with any
other appraisal and are invalid if so used.

Possession of this report, or a copy thereof, does not carry with it the right
of publication.

The appraiser, by reason of this appraisal, is not required to give further
consultation, testimony, or be

            Koeppel Tener Real Estate Services Inc Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 7


              BASIC ASSUMPTIONS AND LIMITING CONDITIONS (Continued)

in attendance in court with reference to the property in question unless
arrangements have been previously made.

Neither all nor any part of the contents of this report (especially any
conclusions as to value, the identity of the appraiser, or the firm with which
the appraiser is connected) shall be disseminated to the public through
advertising, public relations, news, sales, or other media without prior written
consent and approval of the appraisers.

The appraisers have inspected the subject property with the due diligence
expected of a professional real estate appraiser. The appraisers are not
qualified to detect hazardous waste and/or toxic materials. Any comment by the
appraisers that might suggest the possibility of the presence of such substances
should not be taken as confirmation of the presence of hazardous waste and/or
toxic materials. Such determination would require investigation by a qualified
expert in the field of environmental assessment.

The presence of substances such as asbestos, urea-formaldehyde foam insulation
or other potentially hazardous materials may affect the value of the property.
The appraiser's value estimate is predicated on the assumption that there is no
such material on or in the property that would cause a loss in value.

No responsibility is assumed for any environmental conditions, or for any
expertise or engineering knowledge required to discover them. The appraiser's
descriptions and resulting comments are the result of the routine observations
made during the appraisal process.

The American with Disabilities Act (ADA) became effective January 26, 1992. The
appraisers have not made a specific compliance survey and analysis of the
subject property to determine whether or not it is in conformity with the
various detailed requirements of the ADA. It is possible that a compliance
survey of the subject property, together with a detailed analysis of the
requirements of the ADA, could reveal that the property is not in compliance
with one or more of the requirements of the Act. If so, this could have a
negative effect upon the value of the property. Since the appraisers have no
direct evidence relating to this issue, they did not consider possible
non-compliance with the requirements of ADA in estimating the market rent of the
subject property.

All values rendered within this report assume marketing times of 12 months or
less unless otherwise indicated.

            Koeppel Tener Real Estate Services Inc Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 8

                            PREMISES OF THE APPRAISAL

PURPOSE OF THE APPRAISAL

The purpose of this appraisal is to estimate the following As Is Market Values
of the Leased Fee Interest in the subject property, free and clear of financing,
as of June 10, 1997: Value No. 1 is subject to an existing long term master net
lease; and Value No. 2 is subject to existing short term leases and contractual
obligations, but exclusive of the master lease.

The subject property is a multi-tenanted 25-story and mezzanine Class "A"
commercial office building, constructed in 1952 and renovated in 1990,
containing 818,719 square feet of rentable retail and office area and also
including an underground parking garage (150 licensed spaces) and a below grade
storage component. Overall, the subject property is 86.0% occupied under retail,
office, storage and garage leases.

IDENTIFICATION OF THE SUBJECT PROPERTY

370-392 Madison Avenue is located on the east side of Madison Avenue, between
East 46th and East 47th Streets in the Borough of Manhattan and the City,
County, and State of New York. It is identified on the Manhattan Tax Map as
Block: 1282, Lot: 17.

DATE OF VALUATION

This appraisal is dated as of June 10, 1997, the date the subject property was
inspected by the staff of Koeppel Tener Real Estate Services, Inc.

SCOPE OF THE APPRAISAL

Demographic data and data used in the valuation of the subject property has been
researched from the Manhattan office market and verified with local sources
wherever possible. A cursory physical inspection of the subject property, a
review of the submitted financial information and an extensive analysis of the
influencing market has been performed.

            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                        Page 8

                      PREMISES OF THE APPRASIAL (Continued)

Our valuation of the subject property has employed the Income Capitalization
Approach and the Sales Comparison Approach but not the Cost Approach.

INTENDED USE OF REPORT

The function of this appraisal is for use by Goldman Sachs & Company or its
subsidiaries, for loan underwriting or for asset monitoring and assessment.

PROPERTY RIGHTS APPRAISED

The Fee Simple Estate reflects the total unencumbered value of the realty, land
and improvements. It is comprised of 2 distinct interests: the Leased Fee and
the Leasehold.

A Leased Fee Interest is defined by the Appraisal Institute, The Dictionary of
Real Estate Appraisal, Third Edition, Chicago, Illinois, 1993, as:

"An ownership interest held by a landlord with the right of use and occupancy
conveyed by lease to others. The rights of the lessor (the leased fee owner) and
the leased fee are specified by contract terms contained within the lease".

A Leasehold Interest is defined by the Appraisal Institute, The Dictionary of
Real Estate Appraisal, Third Edition, Chicago, Illinois, 1993, as:

"The interest held by the lessee (the tenant or renter) through a lease
conveying the rights of use and occupancy for a stated term under certain
conditions."

The subject property is appraised on the basis of its Leased Fee Interest
subject to (1) an existing long term master net lease, and (2) subject to
existing short term leases and contractual obligations.

            Koeppel Tener Real Estate Services Inc Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 10

                      PREMISES OF THE APPRASIAL (Continued)

DEFINITION OF MARKET VALUE

Market Value is defined by the Appraisal Institute in The Appraisal of Real
Estate Tenth Edition, published 1992 as follows:

     "Market Value means the most probable price, as of a specified date, in
     cash or in terms equivalent to cash, or in other precisely revealed terms
     for which the specified property rights should sell after reasonable
     exposure in a competitive market under all conditions requisite to a fair
     sale, with the buyer and seller each acting prudently, knowledgeably and
     for self interest, and assuming that neither is under. Implicit in this
     definition is the consummation of a sale as of a specified date and the
     passing of title from seller to buyer under conditions whereby:

1.   buyer and seller are typically motivated;
 
2.   both parties are well informed or well advised, and acting in what they
     consider their own best interests;

3.   a reasonable time is allowed for exposure in the open market;

4.   payment is made in terms of cash in U.S. dollars or in terms of financial
     arrangements comparable thereto; and

5.   the price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale."

SALES HISTORY OF THE SUBJECT PROPERTY

The sales history of the Leased Fee and Leasehold Interests are summarized as
follows.

LEASED FEE INTEREST: The Leased Fee Interest was acquired on June 4,1997 for
$189,000,000 by Commet 300, Inc. from 380 Madison Avenue LLC, in care of the
Bank of New York as Trustee for the Estate of Ruth Uris. The conveyance was
evidenced by a deed recorded in reel 2468, page 1715 of the City Register.

            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 11


                     PREMISES OF THE APPRASIAL (Continued)

LEASEHOLD INTEREST: The Leasehold Interest in the subject property was created
through a 25-year master net lease, dated January 1, 1989, between 380 Madison
Avenue LLC as lessor and Spartan Madison Corp. as lessee. Spartan Madison Corp.
was a wholly owned entity of developer Howard Ronson of HRO International. The
interest in the corporation was subsequently conveyed during 1991 to the Barclay
Brothers for a reported consideration of $25,000,000 according to an article
published in Crain's New York Business. The leasehold interest is currently
vested in Spartan Madison Corp. according to the City Register.

MARKETING PERIOD

According to the previously stated definition of Market Value, the property must
be allowed a reasonable time to be exposed in the open market to achieve the
appraised value. Historically, buyers and sellers of commercial real estate have
assumed a maximum 12 month period between offering the property for sale and
closing. Consequently, appraisers, have valued properties assuming their sale
within 12 months. This marketing period is appropriately longer for a property
that is to be sold piecemeal, such as condominium units or subdivision lots.
However, were such properties to be valued in bulk, assuming their sale to a
single investor, they too would be priced to reflect a sale consummated within
12 months.

In our market research, we have identified several relevant retail/commercial
buildings that do not appear to have involved a seller under duress. Review of
sales activity suggests there is adequate activity to confirm the presence of an
active investor network for most forms of commercial real estate.

The subject property is a multi-tenanted modern Class "A" commercial building
which is conveniently located on the northern and southern boundaries of the
Grand Central and Fifth/Madison Avenue office sub-markets, respectively, within
the Midtown Office Market in the Borough of Manhattan, New York, New York.
Market activity indicates that there is a demand for properties such as the
subject

            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 12


                      PREMISES OF THE APPRASIAL (Continued)

property and that conventional financing is available.

Our appraisal of the subject property reveals no factors that would reasonably
suggest that the subject property is not marketable. Accordingly we believe,
that if priced appropriately (that is to say, the appraised value), the subject
property should sell within a reasonable period of time, which we consider to be
within 12 months. We acknowledge that in appraising the property to sell within
12 months, we must place most emphasis on the buyer's expectations and yield
requirements. Further, this estimate is consistent with real estate investor
surveys.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 13


                         CITY AND NEIGHBORHOOD OVERVIEW

CITY OVERVIEW

New York City is recognized as the business and financial capital of the United
States. The Borough of Manhattan is considered to be the major focal point for
the City's cultural and business activity.

Encompassing 321.8 square miles, New York City is divided into 5 boroughs:
Manhattan, Brooklyn, Queens, the Bronx and Staten Island. The city contains a
population of 7.3 million people with the largest concentration of people
residing in Brooklyn (31% of population, 2.3 million people).

The most recent U.S. Census Bureau data (July, 1995) indicates that the
population continues to be relatively stable with approximately 7.3 million
people. Further review reveals that the city lost 775,000 residents between 1990
and 1995, however, this decline was offset by an influx of 460,000 people from
outside the United States and 300,000 people from other sections of the United
States. In addition, the net influx also reflects a net gain in births versus
deaths.

Population experts indicate that this trend reached its highest level since the
late 1940s. The experts further indicate that this relationship has put a strain
on the infrastructure of the city, however, a higher percentage of these new
immigrants are reported to have a higher level of education than in the past.
Lastly, New York City, specifically Manhattan, continues to be a "point of
destination" city for young professionals from around the country as evidenced
in the positive net influx domestically.

A review of the employment base history of New York City, as follows, reveals
that over the last 15 years, it has enjoyed a renewed distinction as an
international center of business, commerce, tourism and culture as it F.I.R.E.
(Finance, Insurance and Real Estate) and Services segments were its premier
sources of employment. The F.I.R.E. sector includes finance, insurance and real

           Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 14

                   CITY AND NEIGHBORHOOD OVERVIEW (Continued)

estate related employment; the Services sector includes "white collar" oriented
jobs such as legal, engineering services, consulting, tourism, recreation,
health care, computers, data processing, media and entertainment.

The New York City economy is slowly recovering from its worst recession in the
post WWII period as 331,100 jobs or approximately 1 in every 10 jobs were lost
between January, 1990 and December, 1993. The signs of recession appeared with
the stock market crash in October, 1987, finally becoming evident in the last
quarter of 1989. Weakening world, national and regional economies adversely
impacted New York City with significant layoffs across all sectors of its
economy.

The recession of 1990 impacted both the white collar and blue collar components
of the employment base. Between January, 1990 and December, 1993, "white collar"
industries, inclusive of the F.I.R.E., Services and Government sectors, lost 27%
(112,100) of the 420,000 new "white collar" jobs created between January, 1980
and December, 1989. The "blue collar" industries (construction, manufacturing,
transportation and trade sectors) reflected a long term structural decline in
employment as 23% (326,100 jobs) of its employment base (1,442,300 jobs) were
lost between January 1980 and December 1989.

The signs of economic growth are now evident as a result of a renewed expansion
(113,900 new jobs, 10.3%) of white collar employment in the F.I.R.E. and
Services sectors between January, 1994 and December, 1996. The overall net
change in employment over the same period (74,300 new jobs, 2.3%) has been
tempered downward, however, due to a sustained contraction in Government
(-44,900 jobs) and the blue collar industries of the manufacturing (-24,300)
sector.

Labor Department statistics suggest that 1993 signified the end of the 1990
recession as evidenced by a renewed expansion in the employment base since
January, 1994. The Labor

           Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 15


                   CITY AND NEIGHBORHOOD OVERVIEW (Continued)

Department data further indicates that private sector employment in the white
collar industries is once again expanding with growth concentrated in the
Securities industry (12,000 new jobs) of the F.I.R.E. sector and in the Business
Services (11,700), Motion Picture (13,300), Health Services (16,800 new jobs)
and Social Services (11,800 new jobs) industries within the Services Sector.

The influence of the securities industry on the city economy can be major as it
accounts for 4.4% of the city's total employment, but 14%+ of its total wages.
Erratic profitability and fluctuating employment in the securities industry is
expected to influence the scope and magnitude of the recovery of the city and
regional economy over the near term. Nonetheless, job growth is evident within
this industry as evidenced in the previously mentioned net addition of 12,000
new jobs since January, 1993.

New York City's unemployment rate rose from a low of 4.5% in 1988 low to a
16-year high of 11.3% as of February 1993 due to the contraction in its
employment base. The signs of economic recovery are now evident as unemployment
has slowly declined to an average of 8.6% for 1996.

Currently unemployment is lowest in Manhattan (6.0% to 7.0% range) and highest
in the boroughs of the Bronx, Brooklyn and Queens as the contraction in the blue
collar industries is clearly evident.

A positive factor influencing the city economy is 73,800 fewer city employees
since 1990 as 31,600 layoffs have occurred since 1993. This positive influence
is in light of the current city and state administrations plan to reduce taxes
and downsize the scope of government.

Published reports further indicate that additional contractions are expected in
the historical white collar industries in Manhattan. However, new and growing
industries in information, telecommunications and entertainment are being
attracted to Manhattan due to competitive

           Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 16


                  CITY AND NEIGHBORHOOD OVERVIEW (Continued)

occupancy costs and its dynamic, diverse and creative environment for young
professionals.

Lastly, lower occupancy costs and the pro-business attitude of government has
lead to a decline in corporate re-locations outside Manhattan as evidenced in
the recent decisions by Depository Trust, Avon, Paine Webber, First Boston and
Morgan Stanley to remain in Manhattan.

In conclusion, New York City is considered to be at the beginning of an economic
expansion which is projected to be a slow but sustained recovery.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 17

                    CITY AND NEIGHBORHOOD OVERVIEW (Continued)

<TABLE>
<CAPTION>
                                             NEW YORK CITY'S EMPLOYMENT BASE COMPOSITION                                           
                                                  AND EMPLOYMENT CHANGES SINCE 1980
- -----------------------------------------------------------------------------------------------------------------------------------
Average For Calendar Year                    1996             1995          1994          1993           1992             1991     
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>           <C>           <C>            <C>              <C>          
Construction                                91,500           90,500        89,100        86,100         86,583           98,000    
Manufacturing                              264,500          273,500       280,600       288,800        293,058          307,600    
Transportation & Utilities                 204,600          202,900       201,500       203,400        205,358          218,900    
Wholesale & Retail Trade                   561,900          555,400       541,100       537,900        547,908          561,100    
F.I.R.E. (B)                               472,300          473,400       480,200       471,600        477,217          497,200    
Services                                 1,229,000        1,183,600     1,146,600     1,115,800      1,091,083        1,098,000    
Government                                 533,800          543,600       565,400       579,700        583,958          590,900    


Total Employment                         3,357,600        3,322,900     3,304,500     3,283,300      3,285,167        3,371,700    

Construction                                   2.7%             2.7%          2.7%          2.6%           2.6%             2.9%   
Manufacturing                                  7 9              8.2%          8.5%          8.8%           8.9%             9.1%   
Transportation & Utilities                     6.1%             6.1%          6.1%          6.2%           6.3%             6.5%   
Wholesale & Retail Trade                      16.7%            16.7%         16.4%         16.4%          16.7%            16.6%   
F.I.R.E. (B)                                  14.1%            14.3%         l4.5%         14.4%          14.5%            14.8%   
Services                                      36.6%            35.6%         34.7%         34.0%          33.2%            32.6%   
Government                                    15.9%            16.4%         17.7%         17.7%          17.8%            17.5%   

Total Employment                             100.0%           100.0%        100.0%        100.0%         100.0%           100.0%   


Net Gain/(loss) Since 1980                  56,100           21,400         3,000       (18,200)       (16,333)          70,200
Net Gain/(loss) Since 1980 as a %              1.7%             0.6%          0.1%         -0.6%          -0.5%             2.1%   

Net Gain/(loss) 1989-1993                                                              (331,100)      (329,233)        (242,700    
Net Gain/(loss) 1989-1993 as a %                                                           -9.2%          -9.1%            -6.7%   

Net Gain/(loss) 1/1/93 To Date              74,300           39,600        21,200
Net Gain/(loss) 1/1/93 To Date as a %         2.26%            1.21%         0.65%
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>                                                                       
                                                                                                      
                                                                                                      
                                                                                                      
- -------------------------------------------------------------------------------------------------     
Average For Calendar Year                   1990            1989            1988            1980      
- -------------------------------------------------------------------------------------------------     
<S>                                     <C>             <C>             <C>             <C>           
Construction                              114,900         120,900         120,100          76,800     
Manufacturing                             337,500         359,500         370,100         495,700     
Transportation & Utilities                229,100         224,600         218,400         257,000     
Wholesale & Retail Trade                  608,300         630,200         634,300         612,800     
F.I.R.E. (B)                              519,500         530,200         542,400         448,100     
Services                                1,149,300       1,147,500       1,123,300         894,300     
Government                                607,600         601,500         596,100         516,800     
                                                                                                      
                                                                                                      
Total Employment                        3,566,200       3,614,400       3,604,700       3,301,500     
                                                                                                      
Construction                                  3.2%            3.3%            3.3%            2.3%    
Manufacturing                                 9.5%           10.0%           10.3%           15.0%    
Transportation & Utilities                    6.4%            6.2%            6.1%            7.8%    
Wholesale & Retail Trade                     17.1%           17.4%           17.6%           18.6%    
F.I.R.E. (B)                                 14.6%           14.7%           15.1%           13.6%    
Services                                     32.2%           31.8%           31.2%           27.1%    
Government                                   17.0%           16.6%           16.5%           15.7%    
                                                                                                      
Total Employment                            100.0%          100.0%          100.0%          100.0%    
                                                                                                      
                                                                                                      
Net Gain/(loss) Since 1980                264,700         312,900         303,200     
Net Gain/(loss) Since 1980 as a %             8.0%            9.5%            9.2%                    
                                                                                                      
Net Gain/(loss) 1989-1993                 (48,200)                                                    
Net Gain/(loss) 1989-1993 as a %             -1.3%                                                    
                                                                                                      
Net Gain/(loss) 1/1/93 To Date                                                                        
Net Gain/(loss) 1/1/93 To Date as a %                                                                 
- -------------------------------------------------------------------------------------------------     
</TABLE>
                                 


(B) Finance, Insurance & Real Estate
Source: U.S. Bureau of Labor Statistics; compiled by KTR



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 18


                   AREA AND NEIGHBORHOOD OVERVIEW (Continued)

NEIGHBORHOOD OVERVIEW

The subject property is situated on the west side of Madison Avenue, between
East 46th and East 47th Streets, on the northern and southern boundaries of the
Grand Central and Fifth/Madison Avenue office sub-markets, respectively, within
the Midtown office market. The subject property is conveniently located within a
diverse area of Midtown Manhattan containing office, retail, hotel, private club
uses and cultural attractions.

The Grand Central and Fifth/Madison Avenue office sub-markets are the third
(34.2 million square feet) and fifth (20.9 million square feet) largest
sub-markets, respectively, of the 8 recognized sub-markets within the Midtown
office market. The Grand Central sub-market is bounded by East 46th Street to
the north, First Avenue to the east, East 39th Street to the south and the
midblock between Fifth and Sixth Avenues to the west. The Fifth/Madison Avenue
office sub-market is bounded by East 66th Street to the north, the midblock
between Park and Madison Avenues to the east, East 46th Street to the south and
the midblock between Fifth and Sixth Avenues to the west. The Grand Central
office sub-market is the primary influencing market due to the proximity of the
subject property to Grand Central Station.

Madison Avenue is improved with commercial office buildings containing in excess
of 12 million square feet between East 23rd and 50th Streets. Building density
(stories and building area) is smaller, south of East 34th Street, subsequently
increasing above East 38th Street. Madison Avenue, south of East 34th Street, is
primarily improved with 7- to 20-story Class "B" office buildings, with ground
floor retail stores, which have been converted over the last 25 years from
loft/industrial buildings.

Madison Avenue, between East 38th and 50th Streets is improved with 31 office
buildings containing in excess of 8.2 million square feet of rentable office
space. Primarily improved with pre-war Class "B" commercial office buildings,
area buildings average 23-stories in height and contain 266,000 square feet of
rentable office space. Madison Avenue, north of East 50th Street, is primarily
improved with postwar Class "A" commercial office buildings averaging 30-stories
in height and 336,000 square feet of

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<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 19

                   AREA AND NEIGHBORHOOD OVERVIEW (Continued)

rentable office space.

The side streets of Madison Avenue in proximity of the subject property are
primarily improved with 5-to 20-story loft/office buildings and to a limited
extent converted residential townhouse buildings.

New 1980s office development, within the immediate area, was concentrated
primarily on Madison Avenue, north of East 50th Street, Park Avenue below 42nd
Street and Fifth Avenue between 34th and 57th Streets. In addition to the
renovation of the subject property, new developments in the immediate area
included:

     335 Madison Avenue, encompassing the blockfront between Madison and
     Vanderbilt Avenues between East 43rd and 44th Streets, is a 28-story office
     building, converted in 1983 from a hotel building by Ira Millstein,
     containing 1.2 million square feet.

     520 Madison Avenue, located on the west side of Madison Avenue between East
     53rd and 54th Streets in the Plaza District, is a 43-story office building,
     constructed in 1982 by Tishman Speyer for Continental Illinois Bank,
     containing 958,000 square feet.

     535 Madison Avenue, located on the northeast corner of Madison Avenue and
     East 54th Street in the Plaza District, is a 36-story office building,
     constructed in 1982 by Park Tower Realty for Dillon Read, containing
     420,000 square feet.

The most notable potential new development in the immediate area is a proposed
950,000 square foot office building for the blockfront bounded by Madison and
Vanderbilt Avenues and East 46th and East 47th Streets. The site, currently
owned by a Saudi family and Howard Ronson, is attempting to secure a major lease
in order to obtain institutional development financing.

Ground floor retail stores serving area office workers are predominate on
Madison Avenue between East 38th and 50th Streets and on East 42nd Street.
Retail trade is also evident on the side streets with a wide variety of local
retailers, between East 38th and 50th Streets, serving area office workers and

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<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 20

                   AREA AND NEIGHBORHOOD OVERVIEW (Continued)

commuters walking between Grand Central and Penn Stations. Retail vacancy is
currently negligible (less than 10%).

Also situated within the immediate area of the subject property are private club
buildings, owned by the "Ivy League" colleges and private clubs/associations,
which are used for meetings, receptions, dining and lodging. In addition,
several of these buildings have attained landmark status. These buildings
include: the Yale Club at the Vanderbilt Avenue and East 44th Street, the
Cornell Club at 6 East 44th Street, the Harvard Club at 28 West 45th Street, the
Society of Mechanics and Tradesman at 20 West 44th Street, the University of
Pennsylvania Club at 30 West 44th Street, the New York Yacht Club at 37 West
44th Street, the Princeton Club at 15 West 43rd Street, the Century Club at 7
West 43rd Street and lastly, the Columbia University Club at 4 West 43rd Street.

A wide variety of transient and extended stay hotels are also located within
this Grand Central area.

The Manhattan hotel industry is currently experiencing its most profitable
period due to the expanding regional and national economies and the strong
influx of foreign travelers due to favorable exchange rates.

Mass transportation into and within Manhattan is good. The subject property is
conveniently situated near the 3 major commuter transportation centers of
Manhattan. Grand Central Station, 1 block east at Park Avenue from East 42nd to
46th Streets, provides commuter rail service (Metro North) to the surrounding
counties of New York and Connecticut to the north of Manhattan. The Port
Authority Bus Terminal, at Eighth Avenue and West 42nd Street, provides commuter
bus service to New Jersey. Penn Station, at Seventh Avenue and West 32nd Street,
provides commuter rail service to Long Island (LIRR) and New Jersey (PATH and
New Jersey Transit).

Local and express subway service is also conveniently available at Grand Central
Station and also along East 42nd Street (IRT Nos. 4, 5, 6 and 7). Uptown and
downtown local bus service is available along

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 21

                   AREA AND NEIGHBORHOOD OVERVIEW (Continued)

Madison and Fifth Avenues and crosstown service is available on 34th and 42nd
Streets.

In conclusion, the subject property is conveniently situated within an
established commercial business district within Midtown Manhattan which is
experiencing along term upward trend.

           Koeppel Tener Real Estate Services. Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                              June 23,1997
New York, New York                                                       Page 22

                  AREA AND NEIGHBORHOOD OVERVIEW (Continued)

                            [Graphic Omitted] AREA MAP






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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 23

                   AREA AND NEIGHBORHOOD OVERVIEW (Continued)

                      [Graphic Omitted] NEIGHBORHOOD MAP







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<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 24

                                    SITE DATA

IDENTIFICATION: The subject property, identified as 370-392 Madison Avenue, is
located on the east side of Madison Avenue, between East 46th and East 47th
Streets, within the Midtown office market in the Borough of Manhattan and the
city, county and state of New York.

LEGAL DESCRIPTION: The subject property is identified on the tax maps of the
City of New York as Block: 1282, Lot: 17.

AREA: The subject property is situated on an irregular site containing 38,159
square feet.

DIMENSIONS: The subject property contains irregular dimensions ("L", shape) with
frontage of 200+ feet on Madison Avenue, 240 feet on East 46th Street and 140
feet on East 47th Street.

TOPOGRAPHY- The subject property's site is level at grade. The topography of
the immediate area is also level.

PUBLIC AND MUNICIPAL UTILITIES: The subject property is accessible to all
municipal and utility hookups. Electric and gas service is provided by
Consolidated Edison and water and sewer service and police and fire protection
from the City of New York.

SOIL INFORMATION: No major adverse subsoil or drainage conditions were observed
at the time of inspection, but, an engineer's report was not submitted.

FLOOD PLAIN INFORMATION The subject property is located within Zone C, which is
not considered to be within a flood zone (Panel #360497-0039B) according to the
Federal Emergency Management Bureau.

ON-SITE PARKING: A curb cut on East 46th Streets opens to the underground
parking garage.

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<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 25

                              SITE DATA (Continued)

LIGHT AND AIR: The subject property is afforded excellent light and air on all
elevations based on its blockfront location, however, its lower floors (below
the 7th floor) are somewhat overshadowed by the high density development of the
immediate area.

VISIBILITY/ACCESSIBILITY: The subject property enjoys excellent visibility and
accessibility from Madison Avenue and East 46th and 47th Streets.

Local subway service (4, 5, 6 and 7 trains) is conveniently available at Grand
Central Station. Uptown, downtown and crosstown local and express bus service
are conveniently available along the avenues and 42nd, 49th, 50th and 57th
Streets.

Madison Avenue is a one-way, northbound, 6-lane commercial thoroughfare running
between East 23rd and East 138th Streets. East 46th and 47th Streets are local,
one-way, west and eastbound side streets, respectively, running between the East
River and Hudson River. All of the bounding streets are asphalt paved and
improved with sidewalks, curbs and street lights.

CONCLUSIONS

The subject property occupies an irregular but functional site with excellent
light and air, and excellent visibility and convenient accessibility to mass
transportation.

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<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 26

                              SITE DATA (Continued)

                                    SITE PLAN

                           [GRAPHIC OMITTED] SITE PLAN


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<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 27

                                     ZONING

The subject property is situated within 2 zoning districts and 1 special
district as designated by the City Planning Commission of the City of New York:
a C5-3 (65.8% of the total site area) and a C5-2.5 (34.2% balance) district,
both within a Restricted Central Commercial District within a Special Midtown
District (MiD).

The C5 district is designed to serve the office workers of the Central Business
District with a wide range of retail/commercial goods and services. The C5
district is comprised of 12 sub-districts which vary as to permitted bulk
building density for residential, commercial and community service buildings.
The subject property is located in sub-districts no.3 and 2.5, respectively.

PERMITTED USES: Permitted Use Groups, "as of right", within the C5 district
include residential (use groups 1 and 2), community facilities (use groups 3 and
4), transient hotel lodging (use group 5), and retail/commercial (use groups 6
and 9-11).

The existing uses within the subject property fall within the parameters of Use
Group No. 6 (retail and general office). Further, the existing uses are
considered legal and in conformity with existing use regulations.

BULK REQUIREMENTS: The bulk density in the C5-3 district permits an F.A.R.
(Floor Area Ratio) of 15.00 for community facility and commercial buildings and
10.00 for residential buildings. The bulk density in the C5-2.5 district permits
an F.A.R. (Floor Area Ratio) of 12.00 for all buildings.

The subject property, as if vacant and unencumbered and before any Bonus F.A.R.,
reflects an allowable buildable of 533,220 square feet (38,159 square feet site
times a blended F.A.R. of 14.0). The subject property as improved reflects a
total above grade building area of approximately 798,545 square feet.

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<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 28

                           ZONING OVERVIEW (Continued)

The actual area versus the allowable area suggests that the subject property is
overbuilt by approximately 49.8% (265,325 square feet) of the allowable
buildable area of a new "as of right" building. This excess is a result of an
area downzoning since the building was originally constructed. Therefore, the
existing building, "grandfathered" under current zoning criteria, is capable of
returning more to the land than a current "as of right" building since its
original development predates the current zoning code.

In conclusion, the subject property is considered to be non-complying, but legal
with the existing bulk requirements of the zoning district.

PARKING REQUIREMENTS: No on-site parking is required for any real estate within
Midtown Manhattan according to the city zoning code.

SPECIAL MIDTOWN DISTRICT (MiD): The Special Midtown District was designated in
1982.

It is intended to strengthen the business core of Midtown Manhattan, to
stabilize Midtown development while providing direction and incentives for
further growth, and to preserve, protect and enhance the Fifth Avenue shopping
district, the Times Square district, the theater sub-district and the area
surrounding the Museum of Modern Art.

The MiD District is comprised of 4 maps: (1) a Sub-district map; (2) a Retail
and Street Wall Continuity map; (3) a Subway Station Improvements Area map; and
(4) a Network of Pedestrian Circulation map.

Map no. 1 addresses 3 sub-districts (Theater, Fifth Avenue and Preservation
sub-districts) which are primarily mapped west of Fifth Avenue. Maps no. 3 and 4
address the high traffic subway and rail stations within the area.

          Koeppel Tener Real Estate Services. Inc . Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 29

                           ZONING OVERVIEW (Continued)

Map 2 addresses legal retail uses and street setbacks for the following high
retail traffic avenues and side streets. The retail areas within this map
include: Madison Avenue between East 38th and East 57th Streets, Lexington
Avenue between East 40th and East 54th Streets, Fifth Avenue between East 34th
and East 59th Streets, Sixth Avenue between West 42nd and West 59th Streets,
Seventh Avenue between West 38th and West 57th Streets, Broadway between West
34th and West 59th Streets, East 34th Street between Fifth and Seventh Avenues,
42nd Street between Third and Eighth Avenues and 57th Street between Park and
Eighth Avenues.

The requirements stipulate that a building's entrance must be a minimum of 20
feet and can not exceed either 40 feet or 25% of a building's total street
frontage. Further, the code prohibits the following use groups from the grade
level: 6B, 6E, 7C, 7D, 8C, 8D, 9B, 10B, 11, and 12D. The preceding categories
preclude office, automotive and wholesale uses from the grade.

The single entrance on Madison Avenue (30+ feet) is in compliance with the
entrance requirements of the district.

Map 3 addresses specific areas within the district which are eligible for bonus
F.A.R. with improvements to the existing subway station.

CONCLUSIONS

The subject property is considered to be legal and conforming in terms of use,
legal, but non-complying as to the bulk regulations, legal and complying as to
on-site parking regulations and legal and complying with the requirements of the
special district.


            Koeppel Tener Real Estate Services Inc Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 30

                           ZONING OVERVIEW (Continued)

                          [GRAPHIC OMITTED] ZONING MAP

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<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 31

                        REAL ESTATE ASSESSMENTS AND TAXES

The subject property is assessed by the City of New York, Borough of Manhattan
for the fiscal year, July 1, 1996 through June 30, 1997, as follows. The fiscal
tax year in New York City runs from July 1 to June 30. Real estate taxes during
the calendar year 1997 consist of the second half taxes of 1996/97 and the first
half taxes of 1997/98.

                             370-392 MADISON AVENUE
                               ASSESSED VALUATION
                               BLOCK 1282, LOT 17

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                         Transitional         Transitional         Target/Actual               (A) Target/Actual
Fiscal Tax Year             Land                 Total                Land                          Total
- ----------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                  <C>                           <C>        
  1996-1997               $18,900,000        $62,280,000          $20,250,000                   $65,250,000
  1997-1998               $20,250,000        $63,020,000          $24,750,000                   $64,000,000
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(A)  5-year phase-in of Transitional to Target Assessed Value Source: City
Assessor, compiled by KTR

Assessed Valuations for income producing commercial real estate are annually
adjusted by the City of New York at percentages typically ranging from 25% to
45% of market value. Preliminary assessed values are declared on January 15th
with final assessed values declared on April 14th of the calendar year. Assessed
values for income producing real estate are established by employing the Direct
Capitalization Method of the Income Capitalization Approach and the Sales
Comparison Approach.

The income Capitalization Approach is reported to be the primary means of
establishing value. The capital costs in attracting and retaining tenants are
amortized (straight line) over the individual lease terms. The net cash flow
before real estate taxes, less the annual capital deductions, is then
capitalized into a new Target Assessed Value employing a "built-up"
capitalization rate. There is a 1 to 2 year lag period when income is converted
into a new assessment (i.e.: calendar year 1996 income will be used in
developing the 1997/1998 assessment).

The Transitional Assessed Value is used in developing the annual real estate tax
bill of a property under the city's system of assessing real estate. If the
Target/Actual Assessed Value is greater than the

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<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 32

                  REAL ESTATE TAXES AND ASSESSMENTS (Continued)

Transitional Assessed Value, the difference is phased-in over the next 5 years
in equal installments.

However, if the Target/Actual Assessed Value is lower than the Transitional
Assessed Value, the tax policy of the City of New York stipulates that the tax
burden is based on the lower of the 2 assessed values.

The 1996/l997 and the 1997/1998 real estate taxes of the subject property
are/will be based upon its taxable Transitional Assessed Value.

The 1996/1997 taxable Assessed Value is a 1.6% ($990,000) increase from the
1995/1996 tax year, and the 1997/1998 taxable Assessed Value reflects a 1.2%
($740,000) increase over the 1996/1997 tax year.

TAX COMPARABLES: The 1997/1998 Target Assessed Value of the subject property is
compared with the target/actual assessed values of major office buildings
located in proximity of the subject property and on Madison Avenue between East
34th and 61st Streets. The reported rentable area is used as the unit basis for
analysis purposes.

The compilation of 43 office buildings range in size from 55,000 to 1,000,000
square feet, averaging 350,000 (rounded). On a square foot basis, the assessed
values range from $36.00 to $155.00 per square foot. The low end of the range
reflects 200 Madison Avenue (East 35th Street) which is a 26 story Class "B"
office building constructed in the 1920s containing 651,000 square feet. The
upper end of the range reflects the Sony Building at 550 Madison Avenue (East
55th Street) which is a 37 story Class "A" office building constructed in 1983
containing 550,000 square feet.

The assessed value of the subject property ($76.00 per square foot, rounded) is
consistent with the middle of the range which averages $77.00 per square foot.
Further analysis reveals that unit assessments typically range from $40.00 to
$70.00 per square foot between East 34th and 42nd

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<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 33

                  REAL ESTATE TAXES AND ASSESSMENTS (Continued)

Streets, trending upward to a range of $50.00 to $100.00 per square foot above
East 42nd Streets.

The data reveals that older buildings constructed pre-1970 typically range from
$50.00 to $75.00 per square foot and that modern building constructed after 1970
typically range from $75.00 to $100.00 per square foot.

The preceding observation offers limited insight since further research reveals
that many of the properties surveyed, similar to the subject property, annually
challenge their respective assessments through tax appeal and tax certiorari
proceedings.

The current assessment of the subject property is processed accordingly since it
is generally consistent with the influencing market and because it has
successfully utilized tax appeal and tax certiorari proceedings. These
proceedings have established a real estate tax liability which is consistent
with its income producing capacity.

RE-ASSESSMENT POLICY: The unofficial policy of the city assessor over the last
decade had been to re-assess all real property upon sale at 45% of the sale
price, assuming an arm's-length transfer. The 45% rate represented the tax
equalization rate computed by the State of New York.

Any increases in the tax liability of a property were subsequently required to
be phased in over a 5-year period. Significant increases in tax assessments were
evident during the 1980s due to upwardly trending values.

Conversely, the Income Capitalization Approach has become the primary means for
establishing tax assessments during the 1990s due to significantly reduced net
cash flows and lower real estate values.

We have examined the sales of Class "A" office buildings in the Midtown office
markets to see if

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 34

                  REAL ESTATE TAXES AND ASSESSMENTS (Continued)

this methodology is still applicable in light of the decline in real estate
values and the evidence of lower assessed values over the last several years.
The compilation (14 sales) indicates that ratios are currently ranging from 24%
to 50% (rounded) for Class A office buildings with a weighted average of 40%
(rounded). As previously noted, assessments have trended downward over the past
several years due to significantly reduced cash flows and lower values.

The 1997/1998 Target Assessed Value for the subject property of $64,000,000
divided by our estimated "As Is" Market Value of the Leased Fee Interest
(subject to existing short term and contractual leases) indicates a ratio of 32%
($64,000,000 / $200,000,000) which is within an acceptable range.

In conclusion, the subject property is assumed not to be re-assessed in this
valuation since its existing assessment is considered to be consistent with its
income producing capacity and current market value.

TAX RATE HISTORY: The subject property is taxed by the City of New York as a
Class IV -commercial property. Tax rates (per each $100.00 of Assessed Value)
for the last 12 fiscal years are as follows:

<TABLE>
<CAPTION>
                                                     NEW YORK CITY
                                         1 2-YEAR COMMERCIAL TAX RATE HISTORY
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                              1984-1985
   1996/      1995/       1994/        1993/     1992/          1991/         1990/       1989/      1988/       to
   1997       1996        1995         1994      1993           1992          1991        1990       1989     1987-1988
- ------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>          <C>        <C>           <C>            <C>         <C>        <C>        <C>   
$10.252     $10.402     $10.608      $10.724    $10.698       $10.631        $9.924      $9.539     $9.582     $9.460
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: City Assessor; Compiled by KTR

Historically, New York City has raised tax revenues by increasing a property's
transitional and target assessment rather than by increasing the tax rate. The
city was forced however, to begin increasing the tax rate in light of declining
real estate values between 1987 and 1993. Over the last several years, the


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<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 35

                  REAL ESTATE TAXES AND ASSESSMENTS (Continued)

city has been encouraged to balance its budget through cost cutting, rather than
increasing property taxes, due to pressure by the Municipal Assistance
Corporation, New York State and the public. As such, the tax rate for the past 6
fiscal tax years has been relatively unchanged.

SPECIAL ASSESSMENT

The subject property is a member of the Grand Central Partnership Business
Improvement District which is a special business improvement district (B.I.D.)
created in the early l990s by commercial building owners in the Grand Central
Station area. Authorized by the New York State Legislature, the B.I.D. is
permitted to collect a special tax from property owners/tenants to pay for
special sanitation services, private security, tourist assistance, programs for
the homeless and physical street improvements. These improvements include street
lighting, sign and sidewalk renovation and tree plantings.

The current assessment for the 1996/1997 and 1997/1998 fiscal tax years is
reported to be $97,942 and $102,999, respectively, which equates to $0.12 and
$0.13 per square foot of total retail and office rentable area, respectively.

The B.I.D. payment for calendar year 1997 equates to $100,471 or $0.12 per
square foot of total retail and office rentable area. This special assessment is
processed accordingly within the Income Capitalization Approach as a recoverable
expense.

REAL ESTATE TAXES AND B.I.D PAYMENT: The 1996/1997 and 1997/1998 real estate
taxes and B.I.D. payment for the subject property are as follows.

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 36

<TABLE>
<CAPTION>
                  REAL ESTATE TAXES AND ASSESSMENTS (Continued)

                             370-392 MADISON AVENUE
                ACTUAL 1996/1997 AND 1997/1998 REAL ESTATE TAXES

- ---------------------------------------------------------------------------------------------------
  Fiscal Year    Assessed Value           Tax Rate              Estimated Taxes   (2) $ Per Sq. Ft.
- ---------------------------------------------------------------------------------------------------
<S>               <C>                     <C>                     <C>                <C>  
 1996- 1997       $62,280,000      x      0.10252      =          $6,384,946         $7.70
 1997- 1998       $63,020,000      x      0.10072      =          $6,347,374         $7.75
Calendar 1997                                                     $6,366,160         $7.78
  Plus:
B.I.D.  Payment                                                     $100.471         $O.12
                                                                  ----------         -----
   Total                                                          $6,466,631         $7.90
- ---------------------------------------------------------------------------------------------------
</TABLE>

Total office arid retail rentable area of 818,719 square feet
Source: City assessor: compiled by KTR.

PROJECTED REAL ESTATE TAXES: Real estate taxes are projected for use in the
discounted cash flow analysis as follows.

1.   The 1996/1997 and 1997/1998 Transitional Assessed Values are accepted and
     processed accordingly.

2.   The 1997/1998 Transitional Assessed Value is assumed to increase by
     $196,000 per year over the next 5 years ($980,000 total) to $64,000,000.
     This increase reflects the required annual phase-in of the 1997/1998
     Transitional and Target/Actual Assessed Value.

4.   The 1997/1998 tax rate is appreciated by 4.0% per year during the phase-in
     period.

5.   Fiscal year real estate taxes are assumed to increase by 4.0% per year,
     subsequent to the completion of the assessed value phase-in.

6.   The B.I.D. payment is assumed to increase by 4.0% per year.

7.   Real estate taxes are converted to a fiscal year basis within the
     discounted cash flow analysis.

The real estate taxes processed within the discounted cash flow analysis are
summarized on the following page.


            Koeppel Tener Real Estate Services Inc Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 37

                  REAL ESTATE TAXES AND ASSESSMENTS (Continued)

                             370-392 MADISON AVENUE
              ESTIMATED TAXES USED IN DISCOUNTED CASH FLOW ANALYSIS

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Estimated  Real Estate  Taxes                      4.00%                                                                     
370-392 Madison Avenue                            Times:            4 0%                                                     
New York, New York                               Estimated         Equals:                          Equals:                  
                                     Total       Tax Rate         Estimated                       Est. Total                 
                                   Assessed    Per $100 of      Fiscal Taxes          Plus       Fiscal Taxes                
No.           Tax  Year            Valuation        A.V            Payable         BID Payment      Payable      $per Sq. Ft.
- -----------------------------------------------------------------------------------------------------------------------------
<S>         <C>     <C>          <C>             <C>             <C>                  <C>          <C>               <C>     
1           1996/   1997         $62,280,000     $10.25200        6,384,946            97,942       6,482,888        $7.92
2           1997/   1998          63,020,000      10.07200        6,347,374           102,999       6,450,374         7.88   
3           1998/   1999          63,216,000      10.47488        6,621,800           107,119       6,728,919         8.22   
4           1999/   2000          63,412,000      10.89388        6,908,024           111,404       7,019,428         8.57   
5           2000/   2001          63 608 000      11.32963        7,206,551           115,860       7,322,411         8.94   
6           2001/   2002          63,804,000      11.78282        7,517,908           120,495       7,638,402         g.33   
7           2002/   2003          64,000,000      12.25413        7,842,642           125,314       7,967,956         9.73   
8           2003/   2004                                          8,156,348           130,327       8,286,675        10.12   
9           2004/   2005                                          8,482,602           135,540       8,618,141        10.53   
10          2005/   2006                                          8,821,906           140,962       8,962,867        10.95   
11          2006/   2007                                          9,174,782           146,600       9,321,382        11.39   
12          2007/   2008                                          9,541,773           152,464       9,694,237        11.84   
13          2008/   2009                                          9,923,444           158,563      10,082,007        12.31   
14          2009/   2010                                         10,320,382           164,905      10,485,287        12.81   
15          2010/   2011                                         10,733,197           171,501      10,904,698        13.32   
16          2011/   2012                                         11,162,525           178,361      11,340,886        13.85   
17          2012/   2013                                         11,609,026           185,496      11,794,522        14.41   
18          2013/   2014                                         12,073,387           192,916      12,266,303        14.98   
19          2014/   2015                                         12,556,322           200,632      12,756,955        15.58   
20          2015/   2016                                         13,058,575           208,658      13,267,233        16.20   
21          2016/   2017                                         13,580,918           217,004      13,797,922        16.85   
22          2017/   2018                                         14,124,155           225,684      14,349,839        17.53   
23          2018/   2019                                         14,689,121           234,711      14,923,833        18.23   
24          2019/   2020                                         15,276,686           244,100      15,520,786        18.96   
- -----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Estimated  Real Estate  Taxes   Year No. I (Mos.)         6        50.000%          Year No. I (Mos.)               6      50.000% 
370-392 Madison Avenue          Year No. 2 (Mos.)         6        50.000%          Year No. 2 (Mos.)               6      50.000% 
New York, New York                                       12       100.000%                                         12     100.000% 

                                                         Estimated                        01 -Jul  Estimated                        
                            Change           Calendar   C.Y. Taxes                        F.Y.E.    F.Y.E.                   Change 
No.      Tax  Year          As a %      No.   Year       Payable    $ Per Sq. Ft.  No.   30-Jun    Payable    $ per Sq. Ft. As a %  
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>     <C>          <C>         <C>     <C>      <C>             <C>       <C>      <C>    <C>            <C>               
1      1996/   1997                                                                                                                 
2      1997/   1998         -0.5%         1     1997     $6,466,631      $7.90                                                      
3      1998/   1999          4.3%         2     1998      6,589,646       8.05      1       1998   $6,528,139     $7.97             
4      1999/   2000          4.3%         3     1999      6,874,174       8.40      2       1999    6,731,910      8.22       3.1%  
5      2000/   2001          4.3%         4     2000      7,170,920       8.76      3       2000    7,022,547      8.58       4.3%  
6      2001/   2002          4.3%         5     2001      7,480,407       9.14      4       2001    7,325,663      8.95       4.3%  
7      2002/   2003          4.3%         6     2002      7,803,179       9.53      5       2002    7,641,793      9.33       4 3%  
8      2003/   2004          4.0%         7     2003      8,127,315       9.93      6       2003    7,965,247      9.73       4.2%  
9      2004/   2005          4.0%         8     2004      8,452,408      10.32      7       2004    8,289,862     10.13       4.1%  
10     2005/   2006          4.0%         9     2005      8,790,504      10.74      8       2005    8,621,456     10.53       4.0%  
11     2006/   2007          4.0%        10     2006      9,142,124      11.17      9       2006    8,966,314     10.95       4.0%  
12     2007/   2008          4.0%        11     2007      9,507,809      11.61     10       2007    9,324,967     11.39       4.0%  
13     2008/   2009          4.0%        12     2008      9,888,122      12.08     11       2008    9,697,966     11.85       4.0%  
14     2009/   2010          4.0%        13     2009     10,283,647      12.56     12       2009   10,085,884     12.32       4.0%  
15     2010/   2011          4.0%        14     2010     10,694,993      13.06     13       2010   10,489,320     12.81       4.0%  
16     2011/   2012          4.0%        15     2011     11,122,792      13.59     14       2011   10,908,892     13.32       4.0%  
17     2012/   2013           40%        16     2012     11,567,704      14.13     15       2012   11,345,248     13.86       4.0%  
18     2013/   2014          4.0%        17     2013     12,030,412      14.69     16       2013   11,799,058     14.41       4.0%  
19     2014/   2015          4.0%        18     2014     12,511,629      15.28     17       2014   12,271,020     14.99       4.0%  
20     2015/   2016          4.0%        19     2015     13,012,094      15.89     18       2015   12,761,861     15.59       4.0%  
21     2016/   2017          4.0%        20     2016     13,532,578      16.53     19       2016   13,272,336     16.21       4.0%  
22     2017/   2018          4.0%        21     2017     14,073,881      17.19     20       2017   13,803,229     16.86       4.0%  
23     2018/   2019          4.0%        22     2018     14,636,836      17.88     21       2018   14,355,358     17.53       4.0%  
24     2019/   2020          4.0%        23     2019     15,222,309      18.59     22       2019   14,929,573     18.24       4.0%  
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: KTR Projections



<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 38

                           DESCRIPTION OF IMPROVEMENTS

The following descriptions of the subject property are based upon a cursory
inspection of the improvements by Daniel J. McNeil, MAI on June 10, 1997 and
from information provided by the ownership.

The subject property is a multi-tenanted 25-story and mezzanine Class "A"
commercial office building, constructed in 1952 and completely renovated in
1990, containing 818,719 square feet of rentable retail and office area and also
including an underground parking component (150 spaces) and a below grade office
storage component containing 32,572 square feet.

The following description addresses general building layout, building area,
construction features, entrances/exits, building component descriptions,
interior finish, elements of depreciation and conclusions.

LAYOUT

SUB-BASEMENTS NO. 2-4: H.V.A.C. plant, chief engineer's office, incoming
electric service, building locker room and storage space (4 partial levels).

BASEMENT: Parking garage containing 150 licensed spaces.

GRADE (1): The office entrance/lobby is accessed on Madison Avenue, and the
retail/commercial units, the garage and the service entrance are individually
accessed via Madison Avenue, East 46th and East 47th Streets.

FLOOR NOS. 2 - 25: 24 office floors, mechanical rooms; men's and women's toilet
rooms (1 each per floor) and public hallways on the multi-tenanted floors.


           Koeppel Tener Real Estate Services. Inc Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 39

                    DESCRIPTION OF IMPROVEMENTS (Continued)

COMPONENT SECTIONS There are 4 component sections within the subject property
which are summarized as follows.

OFFICE STORAGE RENTABLE AREA (SUB-BASEMENTS NO. 1-4): The subject property
contains multiple units containing 32,572 square feet of rentable area.

GARAGE RENTABLE AREA: The subject property contains a 1-level underground unit
containing 44,452 square feet of rentable area and comprised of 150 licensed
parking spaces.

RETAIL/COMMERCIAL RENTABLE AREA: There are 6 retail/commercial units of which 4
units have frontage on Madison Avenue, 1 unit has frontage on East 46th Street
and 1 unit has frontage on East 47th Street; the total retail/commercial
component equates to 49,354 square feet of rentable area which is exclusive of
retail storage space (1,859 square feet).

OFFICE RENTABLE AREA: The subject property is comprised of 17 single-tenanted
floors and 7 multi-tenanted floors constructed around a central core area, it
contains a total rentable area of 769,365 square feet. Individual floor areas
range from 5,383 square feet (Floor No. 25) to 44,704 square feet (Floor No. 4),
averaging 32,264 square feet per floor. There are setbacks on floors no. 13, 15,
19, 23 and 24.

Current market criteria for loss factors in modem commercial buildings generally
range from 18% to 25%. The ownership reports that the average loss factor for
office space within the subject equates to 20.0% which is consistent with
current market criteria.

The total rentable area of the subject property equates to 897,602 square feet
of which 818,719 square feet is comprised of the retail and office components.

            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 40

                     DESCRIPTION OF IMPROVEMENTS (Continued)

CONSTRUCTION FEATURES

STRUCTURE: The existing improvement is comprised of a concrete foundation,
concrete footings, a structural steel frame and concrete floors. Column spacing
ranges from 25 to 35 feet. Ceiling heights average approximately 20 feet for
floor no. 1 and 10 feet 8 inches for the upper floors.

EXTERIOR WALLS: The exterior walls are comprised of polished granite on the
lower floors with "blue tinted" insulated glass curtain walls. The exterior
walls were installed during the renovation.

ROOF: The roofs are comprised of an insulated rubber membrane covered with
gravel. New roofs were installed during the renovation.

WINDOWS: Sealed, double-insulated stationary windows. The windows provide
excellent light.

STAIRWELLS: Three reinforced concrete stairs extend from the sub-basements to
the roof.

ELEVATORS: The subject property has 4 passenger elevator banks with a total of
16 automatically operated cabs (3,000 to 3,500 lb. capacity per cab) running
between the lobby and the upper floors.

The individual cabs are finished with stone/glass composite tile floors, wood
panel walls and ceiling and high hat lighting. The elevators, reported to be in
compliance with the Americans with Disabilities Act, were completely renovated
in 1990 with "state of the art" technology.

Retail Unit No. 1 (Chase Manhattan Bank) contains a private elevator running
between the first floor and the sub-basement.

There is 1 bank containing 2 cabs which serve as freight elevators (3,000 to
5,000 lb. capacity per cab).

ESCALATORS: Two escalators run between the selling basement and the first floor
of the multi-level

            Koeppel Tener Real Estate Services Inc Valuation Division

<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 41

                     DESCRIPTION OF IMPROVEMENTS (Continued)

retail unit occupied by Chase Manhattan Bank.

INTERIOR

MAIN ENTRANCES/LOBBY: Individual sets of metal frame revolving and swing doors
open to the lobby from Madison Avenue. The lobby is finished with a stone/glass
composite tile floor and walls, wood paneled columns, sheetrock ceiling and high
hat lighting.

SERVICE ENTRANCE: Two enclosed off-street loading docks (ceiling height of 20
feet) are accessed via a 30 foot opening via East 47th Street.

PUBLIC HALLWAYS (MULTI-TENANTED FLOORS): Public halls are finished with carpeted
floors, wallpapered painted sheetrock walls, hung acoustic ceilings and ceiling
hung fluorescent lighting. The public hallways were renovated as part of the
building wide renovation.

OFFICE SPACE: Interior finishes generally reflect an average to above average
building installation typically found throughout the Class "A" office market of
Manhattan. All office units are finished according to tenant specifications as
follows: commercial carpeting, marble, vinyl tile and wood floors, sheetrock and
wood panel walls, hung acoustic ceilings, and ceiling hung fluorescent and high
hat lighting.

Most of the occupied office space has been fitted to individual tenant
requirements with tenant workletters ranging from $25.00 to $50.00 per square
foot. The ownership reports that Chase Manhattan Bank spent $20,000,000 on
upgrading its space in order to take advantage of the advanced building systems
of the subject property.

TOILET FACILITIES: Each floor contains 1 men's and 1 women's toilet rooms. The
men's rooms contains 3 flushometer toilets, 3 urinals and 2 sinks. The women's
room contains 4 flushometer toilets

            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 42

                     DESCRIPTION OF IMPROVEMENTS (Continued)

and 3 sinks. Toilet rooms are finished with ceramic tile floors and walls,
acoustical tile ceiling and ceiling hung fluorescent lighting.

The toilet facilities are in compliance with the Americans with Disabilities Act
except for floors no. 5, 15 and 18. The remaining floors will be brought into
compliance upon lease turnover.

MECHANICAL SYSTEMS

HVAC/HEAT/HOT WATER: Heat, generated by Con Edison steam and processed by
steam connectors, is distributed by wall-mounted fan coil units and an
electrically fired individual zone controlled Variable Air Volume (VAV) system.

Cooled air is provided to all space by a "state of the art" system comprised of
(4) 250 ton units serving the perimeter office space and 4 units per floor (15
to 25 tons per unit) serving the interior space, the units are interconnecting
with a roof-top cooling tower. Cooled air is distributed via overhead ceiling
ducts.

The system, installed during the renovation, is capable of providing 50% more
cooling capacity than other Class "A" office buildings. Further, it enables the
building to operate on a 24 hour basis 7 days per week at no additional cost for
condenser water.

The H.V.A.C. system is operated by a state-of-the-art computer controlled
operating system, located in the Chief Engineer's office, with multiple sensors
located throughout the system for zone heating and cooling.

Domestic hot water is provided through electric fired hot water heaters located
on each floor.

ELECTRIC: A new "state-of-the-art" electrical system was installed during the
renovation which


            Koeppel Tener Real Estate Services Inc Valuation Division

<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 43

                     DESCRIPTION OF IMPROVEMENTS (Continued)

provides 19.5 amps per usable area. Current market criteria requires 10 to 14
amps per square foot of usable area. Electricity is provided to all tenants
through a direct meter except for floors no. 15 and 18 which are distributed
electricity on an inclusionary basis with tenants billed on a monthly basis.
Floors No. 15 and 18 will be converted to a direct meter upon lease expiration.

COMMUNICATIONS: The telephone and communications distribution system was
upgraded during the building wide renovation for high technology fiber optic
use.

WATER AND FIRE PROTECTION: Water, for domestic use and the sprinkler and
standpipe systems, is stored in enclosed roof tanks. The subject property is
fully sprinklered. Further, it is reportedly in compliance with all laws
pertaining to fire safety: emergency (strobe) lighting throughout, smoke
detectors, fire control panel in the lobby and passenger elevators with
automatic recall.

SECURITY: Entrance and accessibility is controlled from the lobby (24 hours per
day, 7 days per week) through a "state of the art" security system. Entrance and
accessibility after hours is permitted only with tenant approval.

CONDITION OF BUILDING: The subject property is a modem Class "A" commercial
office building which has been completely renovated with quality materials,
systems, finish and workmanship, and which has been very well maintained to
date. The building appears to be in excellent condition and well maintained
based on our cursory inspection of the subject property.

Elements of depreciation evident within the structure are discussed as follows.

ELEMENTS OF DEPRECIATION

PHYSICAL DETERIORATION: Physical deterioration is comprised of 2 components:
curable physical depreciation a/k/a deferred maintenance and incurable physical
depreciation.

           Koeppel Tener Real Estate Services Inc Valuation Division

<PAGE>

370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 44

                    DESCRIPTION OF IMPROVEMENTS (Continued)

There was no deferred maintenance noted during our cursory inspection of the
subject property.

The Marshall Valuation Service suggests that Class "A" office buildings
typically have a life expectancy of approximately 60 years. The actual age of
the subject property is estimated to be 7 years based on its complete renovation
in 1990 which suggests incurable physical deterioration of 11.7% (7/60) in its
short and long lived components.

FUNCTIONAL OBSOLESCENCE: Functional obsolescence is noted within 6 areas within
the subject property as follows:

1.   The mens and womens bathrooms on Floors No. 5, 15 and 18 are reportedly not
     in complete compliance with the American Disabilities Act. The cost of
     curing this deficiency is assumed to be included in our estimated future
     tenant workletters.

2.   Functional obsolescence is evident in the presence of asbestos. Asbestos is
     a fire and heat resistant material which was originally used in the
     insulation of piping and the structural steel frame, but which is now
     classified as a toxic carcinogen.

     The ownership reports that minor amounts of asbestos insulation are
     partially evident on the structural steel frame, however, it has been
     completely encapsulated. The cost of curing this deficiency is assumed to
     be included in our estimated budget for repairs and maintenance, reserves
     for replacement and future tenant workletters.

3.   Functional obsolescence is noted in the irregular floor plates ("L" shape)
     of the subject property. Modern office buildings are constructed on
     rectangular sites with a center core design. Modern construction is
     considered to be the most functional in terms of space planning.

4.   Functional obsolescence is noted in the average ceiling heights in the
     office component of 10 feet, 8 inches. Modern office buildings are
     constructed with minimum ceiling heights of 12 feet.

5.   Functional obsolescence is noted in the cooling system which is capable of
     providing 50% more cooling capacity than a typical modern commercial office
     building. This

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 45

                    DESCRIPTION OF IMPROVEMENTS (Continued)

     super adequacy was implemented in order to compensate for its irregular
     floor plates and low ceiling heights.

6.   Functional obsolescence is noted in the electrical system which is capable
     of providing up to 100% more capacity than a typical modern commercial
     office building. This super adequacy was also implemented in order to
     compensate for its irregular floor plates and low ceiling heights.

The functional obsolescence in Nos. 1 and 2 is curable, however, the remaining
functional obsolescence in Nos. 3 through 6 is considered to be incurable. The
impact of this incurable functional obsolescence is reflected in our estimated
market rents.

EXTERNAL OBSOLESCENCE: External obsolescence is evidenced within the subject
property since the current unsubsidized costs of development ($350.000 per
square foot) are in excess of the unit values illustrated by Income
Capitalization Approach. The difference in values is primarily attributed to
external obsolescence.

CONCLUSIONS

The subject property is a modern Class "A" commercial office building which has
been completely renovated with quality materials, systems and workmanship and
which has been well maintained to date.

Its office component reflects quality modern office space for both full and
multi-tenanted floor tenants, but it is very attractive to larger space users
based on its average floor plate of 32,000 square feet (rounded). Further, its
office component receives excellent light and air.

Its grade level retail units, which also receive good light and air, are
functional in layout and design and benefit from good street level visibility.

          Koeppel Tener Real Estate Services. Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 46

                           SUMMARY OF EXISTING LEASES

The underlying leases of the Leased Fee Interest and the Leasehold Interests are
summarized as follows.

LEASED FEE INTEREST

The Leased Fee Interest has the right to receive rent payments from the
Leasehold Interest under a 25-year master net lease. The lease, originally dated
January 1, 1989, is for a basic term of 25 years with (1) 20-year renewal option
if the lessor defaults in its obligations to the lessee. The expiration date of
the original lease term is December 31, 2013 (16 years, 6 months from the date
of appraisal).

The annual lease payments are summarized as follows. The current annual payment
is $16,000,000 per year.

                             370-392 MADISON AVENUE
                        SUMMARY OF MASTER LEASE PAYMENTS

- --------------------------------------------------------------------------------
 Years No.                      Payment Date                   Annual Payment
- --------------------------------------------------------------------------------
     1                         1/89 - 12/89                     $11,000,000
     2                         1/90 - 12/90                      12,000,000
    3-5                        1/91 - 12/93                      14,500,000
   6-10                        1/94 - 12/98                      16,000,000
   11-15                       1/99 - 12/103                     17,600,000
   16-20                      1/104 - 12/108                     19,100,000
   21-25                      1/109 - 12/113                     22,000,000
                                                              
All expenses incurred in operating the subject property are net to the tenant.

The Leasehold Interest was given an option to purchase the Leased Fee Interest
upon the earlier of the following 3 time periods: (1) As of November 1, 1992 if
Ruth Uris dies before March 1, 1992; (2) 8 months after the death of Ruth Uris
if death occurs after March 1, 1992; and lastly, (3) any date selected during
years no. 23-25 of the lease (1/1/2011-12/31/2013) if Ruth Uris is still alive.
The option purchase price ranges from $184,000,000 to $256,494,468.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 47

                     SUMMARY OF EXISTING LEASES (Continued)

Ruth Uris died on March 19, 1996, however, the Leasehold Interest failed to
exercise its option to purchase the Leased Fee Interest. Consequently, the
Leasehold Interest (land and building) will revert to the Leased Fee Interest on
January 1, 2014.

LEASEHOLD INTEREST

Current income has been compiled based on a review of a current rent roll and
supporting information. Reference the addenda for an itemized tenant roster.

OCCUPANCY: The subject property is comprised of retail, office, storage and
garage components which are occupied as follows.

<TABLE>
<CAPTION>
                                       370-392 MADISON AVENUE
                                          OCCUPANCY SUMMARY
- -------------------------------------------------------------------------------------------------------
                            Occupied      As a        Vacant        As a          Total        As a
Category                   (Sq. Ft.)   % of Total   (Sq. Ft.)    % of Total     (Sq. Ft.)    % of Total
- -------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>        <C>            <C>          <C>           <C> 
Retail/Commercial            49,354       6.0%            0         0.0%         49,354         6.0%
General Office              665,007      81.2%      104,358        12.7%        769,365        94.0%
                            -------      ----       -------        ----         -------        ---- 
Total Retail & Office       714,361      87.3%      104,358        12.7%        818,719       100.0%
Plus                                                              
Retail Storage                1,859                       0                       1,859
Office Storage               11,532                  21,040                      32,572
Garage                       44,452                       0                      44,452
                             ------                       -                      ------
Total Rentable Area         772,204      86.0%      125,398        14.0%        897,602       100.0%
Plus                                                                           
Building Storage              3,536                       0                       3,536
                              -----                       -                       -----
Grand Total                 775,740                 125,398                     901,138
- -------------------------------------------------------------------------------------------------------
</TABLE>
Source: RREEF Funds.; compiled by KTR

The subject property is primarily occupied by 6 tenants which occupy 62.8%
(563,704 square feet) of its retail, office, storage and garage components.

The primary tenant is the Chase Manhattan Bank which occupies 34.3% (307,747
square feet) of the retail, office and storage component of the subject property
under leases expiring in May, 1999 and September, 2002. Chase Manhattan Bank is
a leading N.Y.S.E. listed international financial institution.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 48

                     SUMMARY OF EXISTING LEASES (Continued)

The other primary tenants are U.S. Sprint (71,560 square feet) under leases
expiring in December, 2001, LDDS Communications (64,524 square feet) under
leases expiring in August, 2008; Investment Technology (44,704 square feet)
under a lease expiring in January, 2013; Bachner, Tally Polevoy and Misher, Esq.
(38,232 square feet) under leases expiring in April, 2003; and Varig Brazillian
Airlines (36,937 square feet) under a lease expiring in September, 2010.

U.S. Sprint is scheduled to surrender 25,520 square feet on Floor No. 7 as of
December 31, 1997.

LEASE EXPIRATION SCHEDULE: The following lease expiration schedule reveals that
90.9% of all existing contractual storage, retail and office leases will expire
by December 31, 2008 (11 years) and 100.0% expiration by January 31, 2013 (16
years).

                             370-392 MADISON AVENUE
                   LEASE EXPIRATION AND AVAILABILITY SCHEDULE
- --------------------------------------------------------------------------------
                                   Rentable Area            As a %   Cumulative
Category                                (Sq. Ft.)         of Total       As a %
- --------------------------------------------------------------------------------
Vacant Office Storage                     21,040            2.3%          2.3%
Vacant Retail Commercial                       0            0.0%          2.3%
Vacant Office                            104,358           11.6%         14.0%
       1  - 1997                          29,738            3.3%         17.3%
       2  - 1998                          34,354            3.8%         21.1%
       3  - 1999                             511            0.1%         21.2%
       4  - 2000                          52,942            5.9%         27.1%
       5  - 2001                          80,058            8.9%         36.0%
       6  - 2002                         298,374           33.2%         69.2%
       7  - 2003                          77,233            8.6%         77.8%
       8  - 2004                          44,452            5.0%         82.8%
       9  - 2005                               0            0.0%         82.8%
       10 - 2006                           4,380            0.5%         83.3%
       11 - 2007                           3,997            0.4%         83.7%
       12 - 2008                          64,524            7.2%         90.9%
       13 - 2009                               0            0.0%         90.9%
       14 - 2010                          36,937            4.1%         95.0%
       15 - 2011                               0            0.0%         95.0%
       16 - 2012                               0            0.0%         95.0%
       17 - 2013                          44,704            5.0%        100.0%

           Total                         897,602          100.0%
- --------------------------------------------------------------------------------

(1)  Does not include 3,536 square feet used for building storage.
Source: RREEF Funds.; compiled by KTR

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 49

                     SUMMARY OF EXISTING LEASES (Continued)

CONTRACT RENT: Existing contract rents for the storage component range from
$9.00 to $25.00 per square foot with a weighted average of $12.80 per square
foot of occupied space.

The existing lease of the garage to Meyers Parking Systems equates to $23.06 per
square foot and $6,833 per licensed space.

Existing contract rents for the retail/commercial component range from $10.82 to
$208.33 per square foot with a weighted average of $29.81 per square foot of
occupied retail space. The low end is a March, 1979 lease of a 3-level unit to
Chase Manhattan Bank. The upper end is a March, 1997 lease of a corner store to
Sprint U.S.A.

Existing contract rents for the office component range from $17.37 to $51.37 per
square foot with a weighted average of $34.28 per square foot of occupied office
space. The low end is a is a June, 1983 lease of 29,744 square feet on floor no.
18 to Bachner Tally, Polevoy & Misher. The upper end is a January, 1990 lease of
15,284 square feet on floor no. 22 to the Gray Seifart & Company.

Overall, the current average contract rent for all occupied space equates to
$33.03 per square foot.

TENANT CONTRIBUTIONS: All tenants are required to pay real estate tax
contributions based on a pro-rata share of increases over a base year, exclusive
of the storage component and an office tenant (Southeast Research Partners).

Most office tenants are required to pay operating expense contributions based on
a pro-rata share of increases over a base year. The storage component, most of
the retail component and several office tenants are not required to make this
contribution (Southeast Research Partners, Chase Manhattan Bank, Bachner Tally
Polevoy & Misher). A limited number of retail and office leases contain a
porters

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 50

                     SUMMARY OF EXISTING LEASES (Continued)

wage contribution in lieu of an operating expense contribution (TSI Madison
Fitness, Chase Manhattan Bank and Bachner Tally, Polevoy & Misher).

Total current contribution for all occupied space equates to approximately $7.21
per square foot.

TOTAL CONTRACT RENT AND CONTRIBUTIONS: Based on the preceding discussion, the
average estimated current income equates to approximately $40.24 per square foot
for all occupied space. Approximately 74.8% of its total income is attributed to
the previously discussed 6 tenants of which 44.7% is concentrated in the leases
with Chase Manhattan Bank.

Overall, the current income accruing to the subject property is approximately
10% (rounded) above our estimated average current market rent assuming all
occupied space were leased today at our estimated market rents.

RENEWAL OPTIONS: There are no renewal options with pre-determined rents. All
renewal options equate to the greater of the ending contract rent plus tenant
contributions or the "Fair Market Rental Value".

CONCLUSIONS

The portfolio of existing leases encumbering the subject property are consistent
with current market criteria. As these leases represent contractual obligations,
they are processed accordingly within the Income Capitalization Approach.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 51

                             OFFICE MARKET OVERVIEW

The Manhattan office market is divided into 3 major markets: Midtown, Downtown
and Midtown South. The subject property is centrally situated within Manhattan's
Midtown office market on the northern and southern boundaries of the Grand
Central and Fifth/Madison Avenue sub-markets, respectively. The Grand Central
office sub-market is the primary influencing market due to the proximity of the
subject property to Grand Central Station.

The following office market analysis is based on our knowledge of the Midtown
office market and review of various real estate publications including The Real
Estate Board of New York's "Manhattan Market Profile".

The following analysis delineates the 3 major office market areas of Manhattan
with emphasis on the Midtown office market. We will address supply and demand
factors within the Midtown office market and the influencing sub-markets.

The supply section addressees the total inventory of conventionally modernized
office buildings, planned new construction and competitive projects in the
surrounding area. The demand section will address current absorption and its
impact on the current and near term market conditions (vacancy lease, lease
rates).

The 3 major sub-markets of Manhattan are generally defined as follows.

MIDTOWN OFFICE MARKET: The Midtown office market is generally defined as the
area between West 30th/East 32nd Street and 65th Streets from river to river. It
is further divided into 8 major sub-markets: (1) West Side, (2) Sixth
Avenue/Rockefeller Center, (3) Fifth/Madison Avenues, (4) Park Avenue, (5) East
Side, (6) Grand Central, (7) Murray Hill, and (8) the Penn Station/Garment
Center.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 52

                       OFFICE MARKET OVERVIEW (Continued)

The Grand Central sub-market is bounded by East 46th Street to the north, First
Avenue to the east, East 39th Street to the south and the midblock between Fifth
and Sixth Avenues to the west.

The Fifth/Madison Avenue office sub-market is bounded by East 66th Street to the
north, the midblock between Park and Madison Avenues to the east, East 46th
Street to the south and the midblock between Fifth and Sixth Avenues to the
west.

DOWNTOWN OFFICE MARKET: The Downtown office market, defined as the area below
Canal Street, is comprised of 5 distinct sub-markets: City Hall, Insurance,
Financial East, Financial West and World Trade.

MIDTOWN SOUTH OFFICE MARKET: The Midtown South office market, defined as being
the area between East 32nd/West 30th Street and Canal Streets from river to
river, is divided into 5 distinct sub-markets: Park Avenue South, Flatiron,
Chelsea, Noho-Soho, and Hudson Square.

OFFICE BUILDING SUPPLY

MIDTOWN INVENTORY: There are 362 office buildings with approximately 194.7
million square feet of space within the Midtown office market. This survey
reflects office buildings exceeding 150,000 square feet and which are
conventionally modernized with air conditioning but not owned and occupied by a
government.

Inventory by sub-market is delineated as follows.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 53

                       OFFICE MARKET OVERVIEW (Continued)

                        MIDTOWN INVENTORY BY SUB-MARKET

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                                              Rentable Area
                                                               In Million        As a Percentage of
  No.            Sub-market               No. of Buildings       Sq. Ft.                 Total
- ---------------------------------------------------------------------------------------------------
<S>     <C>                                      <C>              <C>                   <C> 
  1                West Side                      31               17.7                   9.1%
  2     Sixth Avenue/Rockefeller Center           45               38.4                  19.7%
  3          Fifth/Madison Avenue                 50               20.9                  10.7%
  4               Park Avenue                     35               25.7                  13.2%
  5                East Side                      33               15.8                   8.1%
  6              Grand Central                    79               34.2                  17.6%
  7              Murray Hill                      16                6.2                   3.2%
  8       Penn Station/Garment Center             73               35.8                  18.4%
                                                  --               ----                  ---- 
Total                                            362              194.7                 100.0%
- ---------------------------------------------------------------------------------------------------
</TABLE>

Source: Gordon Report; compiled by KTR

The Midtown office market realized a net increase in inventory of approximately
22% (34 million square feet) between 1980 and 1993 due to expanding regional and
world economies and an expanding "white collar" work force The Sixth
Avenue/Rockefeller Center sub-market contains the largest inventory of office
space followed by the Penn Station/Garment Center, Grand Central, Park Avenue
and Fifth/Madison Avenue sub-markets. The smallest sub-markets are the Murray
Hill, East Side and West Side sub-markets.

As mentioned in the Neighborhood Overview, Madison Avenue, between East 38th and
50th Streets is improved with 31 office buildings containing in excess of 8.2
million square feet of rentable office space. Primarily improved with pre-war
Class "B" commercial office buildings, area buildings average 23-stories in
height and contain 266,000 square feet of rentable office space. Madison Avenue,
north of East 50th Street, is primarily improved with post-war Class "A"
commercial office buildings averaging 30-stories in height and 336,000 square
feet of rentable office space.

MIDTOWN CONSTRUCTION TRENDS: Between 1960 and 1992, 203 office buildings were
constructed in Midtown containing 112 million square feet with the last 2
buildings, containing 1.8 million square feet, completed in 1992. The average
construction rate over this period equates to 3.5

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 54

                       OFFICE MARKET OVERVIEW (Continued)

million square feet per year which also holds true for the latter half of the
1980s.

The majority of office development during the early 1980s occurred in the East
Side sub-markets, subsequently moving to the West Side sub-market in the late
1980s, primarily along Broadway in the Theater District, as a result of the
availability of land for development further enhanced by a 20% bulk zoning
bonus. East Side development occurred primarily along Third, Lexington, Madison
(above East 50th Street) and Fifth Avenues.

The majority of construction in the post-war period occurred in 3 cycles,
1960-65, 1969-72 and 1981-90. These cycles generally paralleled the city's
strong economic periods. The lowest point of construction is generally
considered to be the 1975 to 1978 period when the City of New York was on the
verge of bankruptcy, however, the current period is similar with that period as
speculative construction has ceased. New construction began diminishing after
the 1987 stock market crash, subsequently ending with the 1990 recession, a
declining employment base and lack of institutional financing.

The cyclical nature of real estate is still clearly evident as speculative new
construction has ceased with future office development projected to be severely
restricted as compared with the preceding decade.

This is reflected by the fact that 178,000 square feet was completed in 1991,
1.8 million square feet was completed in 1992, 260,000 square feet was completed
in 1993 of which 210,000 square feet was owner occupied and no new construction
was completed in 1994, 1995 and 1996.

There has been no new speculative construction within the Midtown office market
between 1995-1996, however, 4.6 million square feet was extensively renovated in
several existing buildings during this period. This activity was concentrated in
1 Penn Plaza (2.4 million square feet), 100 Park Avenue (825,000 square feet),
320 Park Avenue (656,000 square feet), 365 Fifth Avenue (582,000 square feet)

          Koeppel Tener Real Estate Services. Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 55

                       OFFICE MARKET OVERVIEW (Continued)

and 110 East 60th Street (170,000 square feet).

There are 2 development projects currently underway within the Midtown office
market at 871 U.N. Plaza at East 49th Street and at Broadway and West 42nd
Street. 871 U.N. Plaza is a 21-story commercial office building containing
110,000 square feet which is currently under development for owner occupancy by
the Government of Germany.

The Durst Organization has recently begun development on a 48-story office
building (4 Times Square) which will contain 1,600,000 square feet of rentable
area (along with a 3-level retail component as part of the Times Square
Redevelopment Project) at Broadway and West 42nd Street.

Conde Nast Publications and Skadden Arps Meagher and Flom, Esqs. will be the
anchor tenants (80% of total) in this new building which is projected to be
completed in 1998-1999. Low land costs due to its assemblage over a long term
period has enabled development under current market conditions.

There are 23 buildings proposed for development in Midtown containing 17.7
million square feet. Market demand is increasing, however, near term development
will be influenced by the extensive preleasing requirements required to obtain
institutional development financing.

Some of the more notable proposed projects are the remaining 2.6 million square
feet (3 additional buildings) of the Times Square Redevelopment project, the 1.5
million square feet at Seventh Avenue and West 49th Street in Rockefeller
Center, the 1.3 million square feet proposed for Columbus Circle and 950,000
square feet proposed for 383 Madison Avenue at East 46th Street.

OFFICE DEMAND ANALYSIS

MIDTOWN MARKET AVAILABILITY: Overall Midtown Manhattan availability rates, for
vacant and sub-let space, ranged between 2.0% and 9.8% between 1978 and 1988.
However, the combination of new 1980s construction coupled with the 1987 stock
market crash and ensuing

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 56

                       OFFICE MARKET OVERVIEW (Continued)

regional recession raised the availability level from 13.2% in January 1989 to
its maximum level of 18.0% as of December 1991.

Improving economic conditions and 8.2 million square feet of positive net
absorption between January, 1992 and December, 1994 (3.9 million square feet for
1993, 2.4 million square feet for 1992 and 1.8 million square feet for 1992)
lead to a downward trend in the overall vacancy rate through 1994 (16.5% as of
December, 1992, 15.5% as of December, 1993 and 13.5% as of December, 1994).

The overall vacancy rate increased to 14.2% at the end of December, 1995, as
sublet space continued to become available and the market waited for sustained
economic growth in order to justify further expansion.

The overall vacancy rate has subsequently declined to 13.5% at the end of
December, 1996 and 12.8% at the end of February, 1997 as improving economic
conditions are evident and the amount of sublet space has declined. Sublet space
has historically ranged up to 20% of the existing vacant space. Current
availabilities by sub-market are summarized as follows.

<TABLE>
<CAPTION>
                                     MIDTOWN AVAILABILITIES BY SUB-MARKET (SQUARE FEET)
- ------------------------------------------------------------------------------------------------------------------------------
                               Total          Total          Total          Total          Total          Total          Total
                        Availability   Availability   Availability   Availability   Availability   Availability   Availability
                               As of          As of          As of          As of          As of          As of          As of
                             2/28/97       12/31/96       12/31/95       12/31/94       12/31/93       12/31/92       12/31/91
                         In Millions    In Millions    In Millions    In Millions    In Millions    In Millions    In Millions
 No  Sub-Market              Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>            <C>
 1.  West Side                   1.4            1.6            2.2            2.1            2.8            4.1            5.0
 2.  Sixth Avenue, Rock Ctr.     3.3            3.4            4.2            4.2            5.1            5.0            6.9
 3.  Fifth/Madison Ave.          3.8            4.0            3.0            3.7            3.0            3.6            3.8
 4.  Park Avenue                 2.6            2.9            3.2            2.1            3.5            3.7            4.2
 5.  East Side                   1.8            1.9            1.5            1.4            2.2            2.7            2.2
 6.  Grand Central               5.1            5.2            6.4            7.0            7.3            7.2            6.5
 7.  Murray Hill                 1.4            1.6            1.2            0.8            0.9            0.8            0.7
 8.  Penn Station/Gar. Ctr.      5.5            5.4            6.0            4.5            4.9            4.9            4.7
                                 ---            ---            ---            ---            ---            ---            ---

     Total                      24.9           26.1           27.7           25.8           29.7           32.2           34.0
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Gordon Report; compiled by KTR

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 57

                       OFFICE MARKET OVERVIEW (Continued)

<TABLE>
<CAPTION>
                                   MIDTOWN AVAILABILITIES BY SUB-MARKET (AS A %)
- ------------------------------------------------------------------------------------------------------------------------------
                               Total          Total          Total          Total          Total          Total          Total
                        Availability   Availability   Availability   Availability   Availability   Availability   Availability
                               As of          As of          As of          As of          As of          As of          As of
                             2/28/97       12/31/96       12/31/95       12/31/94       12/31/93       12/31/92       12/31/91
                         In Millions    In Millions    In Millions    In Millions    In Millions    In Millions    In Millions
 No  Sub-Market              Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.        Sq. Ft.
- ------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>            <C>            <C>            <C>            <C>           <C>
 1.   West Side                  8.0%           9.2%          12.6%          11.7%          15.7%          22.5%         27.3%
 2.   Sixth Avenue/Rock Ctr.     8.5%           8.9%          10.8%          10.9%          13.3%          13.2%         19.3%
 3.   Fifth/Madison Ave.        18.4%          19.3%          14.5%          18.0%          14.5%          17.6%         18.6%
 4.   Park Avenue               10.2%          11.4%          12.5%           8.2%          13.9%          14.6%         16.6%
 5.   East Side                 11.2%          11.8%           9.8%           8.8%          14.3%          17.4%         14.1%
 6.   Grand Central             15.0%          15.3%          18.7%          20.6%          21.3%          21.0%         19.2%
 7.   Murray Hill               22.0%          25.6%          18.9%          14.1%          16.0%          14.7%         12.9%
 8.   Penn Station/Gar. Ctr.    15.5%          15.2%          16.7%          13.4%          14.5%          14.8%         13.9%

      Total                     12.8%          13.4%          14.2%          13.5%          15.5%          16.8%         18.0%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Gordon Report; compiled by KTR

The highest square foot vacancies are evident in the Penn Station/Garment Center
sub-market (5.5 million square feet) followed by the Grand Central sub-market
(5.1 million square feet), the Fifth/Madison Avenue sub-market (3.8 million
square feet) and the Sixth Avenue/Rockefeller Center sub-market (3.3 million
square feet). The lowest square foot vacancies are evident in the Murray Hill,
East Side and West Side sub-markets at 1.4, 1.4 and 1.8 million square feet,
respectively.

The highest percentage vacancies are evident in the Murray Hill sub-market
(22.2%) followed by the Fifth/Madison Avenue (18.4%), Penn Station/Garment
Center sub-market (15.5%) and the Grand Central sub-market (15.0%). The lowest
percentage vacancies are evident in the West Side (8.0%), Sixth
Avenue/Rockefeller Center (8.5%), Park Avenue (10.2%) and East Side (11.2%)
sub-markets.

The highest concentration of available space (as a percentage of total
availabilities) is centered in the Grand Central, Penn Station/Garment Center
and Fifth/Madison Avenue sub-markets which account for 58.2% (14.5 million
square feet) of total availabilities. Availabilities within the Grand Central
submarket represents 20.6% (5.1 million square feet) of total availabilities.

          Koeppel Tener Real Estate Services. Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 58

                       OFFICE MARKET OVERVIEW (Continued)

Declining availability rates during 1996 and 1997 have been most evident in the
West Side, Grand Central, Sixth Avenue/Rockefeller Center and Park Avenue
sub-markets. The Grand Central sub-market has been the most active sub-market
during 1996 and 1997.

Increasing availability rates have been evident in the Fifth/Madison Avenue,
East Side and Murray Hill sub-markets which have experienced the loss of several
large space users (Avon, J. P. Morgan, Blue Cross/Blue Shield, Chemical Bank,
Bank of America, Credit Suisse and First Boston). These large space users have
consolidated and relocated to other locations within the Midtown, Midtown South
and Downtown office markets.

The decline in the overall vacancy rate has been attributed to strong leasing
activity by both large (over 50,000 square feet) and small space users (under
50,000 square feet) within the Grand Central, Sixth Avenue/Rockefeller Center,
West Side, Penn Station/Garment Center and Park Avenue sub-markets.

Between 1991 and 1996, there was a 25% to 35% decline in the supply of large
contiguous floor plates (over 50,000 square feet). This type of space has been
in demand by large corporate users attempting to secure space for future
expansion at very attractive rents. Recent reports indicate, however, that the
supply of large blocks of space has stabilized while the availability of small
blocks of space between 10,000 and 25,000 square feet has begun trending
downward.

Large space leases are evidenced in the following recent activity: 660,000+
square feet to Viacom in 1500 and 1633 Broadway, 300,000 square feet to Morgan
Guaranty at 345 Park Avenue, 300,000 square feet to B.M.W. Motor Car at 555 West
57th Street, 150,000 square feet to Pfizer and 82,000 square feet to Heller
Financial at 150 East 42nd Street, 58,000 square feet to R.H. Donnelley at 220
East 42nd Street, 202,000 square feet to the N.F.L. at 280 Park Avenue, 226,000
square feet to Deutsche Bank at 1251 and 1301 Sixth Avenue, 90,000 square feet
to Sony at 555 Madison Avenue

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 59

                       OFFICE MARKET OVERVIEW (Continued)

and 75,000 square feet to Fleet Bank at 1185 Sixth Avenue.

A recently published article (New York Times) quoted several leading brokers
stating that the current availability rate is 3% within the top 65 buildings
within the Midtown office market. Further, there are several large space users
with a potential demand for 9 million square feet which are looking at only 4
million square feet of eligible office space. These companies (Bear Stearns,
Reuters, Standard & Poors, Citibank, Ziff-Davis Publishing, Grey Advertising and
Paul, Weiss, Rifkind, Wharton & Garrison) are looking for large open floors with
state-of-the-art features for power and communications.

Vacancy rates should continue a downward trend from an expanding economy and a
relatively small amount of space projected to enter the market over the next few
years. Current office market surveys suggest that the overall vacancy rate would
be further reduced by an estimated 1.0 to 1.5 million square feet, however,
sub-lease space has continued to influence overall availabilities.

Major space additions (vacancy and sub-lease) are reflected in the decisions by
Avon to vacate 700,000 square feet in 9 West 57th Street, Credit Suisse First
Boston to vacate 200,000+ feet in Tower 49, First Chicago to vacate 98,000
square feet in 787 Seventh Avenue and Arthur Anderson to vacate 77,000 square
feet in 1345 Sixth Avenue.

Also influencing Midtown availabilities is a renewed exodus to the Midtown South
and suburban office markets where current occupancy costs are 50% lower than
Midtown Manhattan. Equitable Life Assurance was strongly considering a partial
relocation to a former I.B.M. Class "A" office building in Purchase, New York,
however, management (August, 1995) negotiated a 530,000 square foot lease in
1290 Sixth Avenue and has consolidated several of its midtown offices.
Conversely, Swiss Bank Corp. and Swiss Re America have committed to
build-to-suit Class "A" buildings in Stamford, Connecticut

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 60

                       OFFICE MARKET OVERVIEW (Continued)

and Armonk, New York, respectively.

MONY (215,000 square feet) at 1740 Broadway and Paine Webber (585,000 square
feet) at 1285 Sixth Avenue also decided to stay in Midtown after receiving
financial incentives from the city.

Further, MetLife signed the largest lease (August, 1995) in Manhattan over the
last decade with CS First Boston Corp which will occupy 1.6 million square feet
(20 year term) and consolidate 4,000 employees from several midtown locations
into its landmark 50-story office building (2.3 million square feet) in the Park
Avenue South office sub-market of Midtown South. The lease involves $50 million
in tax incentives as well as federal tax credits related to the $300 million
renovation of this designated federal landmark.

Further analysis, according to a KTR market survey, reveals that the Class "A"
inventory of Madison Avenue between East 40th Street and East 50th Street
currently reflects a vacancy rate of 13.4% which equates to approximately
900,000 square feet (rounded). Overall vacancy is primarily concentrated in 335
Madison Avenue (325,000 square feet, 31%) and 444 Madison Avenue (280,000 square
feet, 70%). The office component of the subject property is generally consistent
with the immediate area and the overall office market (13.6% occupancy of its
office component).

The subject property represents a conveniently located modern commercial office
building on the northern and southern boundaries of the Grand Central and
Fifth/Madison Avenue office sub-markets. It should remain competitive in the
future considering its excellent location, physical layout and condition and
competitively priced lease packages (reference Market Rent Analysis).

MIDTOWN ABSORPTION TRENDS: Absorption of office space in Midtown Manhattan
between 1980 and the 1994 (15 years) totaled approximately 15.5 million square
feet or an average of 1.0 million square feet per year (rounded). While the
office inventory grew by 37.2 million square feet

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 61

                       OFFICE MARKET OVERVIEW (Continued)

(154.3 million to 191.5 million square feet in 1994, averaging 2.5 million
square feet per year), occupancy only increased on a net basis by 15.5 million
square feet (150.1 million to 165.6 million square feet).

The 1,000,000 square feet per year of average historical absorption reflects the
lateral moves within Midtown buildings, relocation to a less expensive Midtown
South and the mergers and consolidations made by existing companies within
Midtown versus new companies entering the market. During the 1990 to 1992
recession, modern class "A" buildings, constructed between 1987 and 1992, and
older class "B" buildings realized the highest vacancy as compared to many of
the newer facilities built prior to 1987-1988.

Negative absorption within the Midtown office market peaked in 1991 as the worst
of the recession passed and a new real estate cycle had begun. This transition
period was evidenced in 3 years of declining availability and 8.2 million square
feet in net absorption between 1992 and 1994.

Negative absorption of 1.9 million square feet was evident for 1995,
subsequently improving to 1.6 and 1.2 million square feet of positive net
absorption for 1996 and 1997, respectively, as the city and national economies
continued to expand. Overall, positive net absorption has totaled 9.1 million
square feet between January 1, 1992 and February 28, 1997.

Cumulative and annual net absorption per sub-market is summarized as follows
based on the previously summarized historical availabilities.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 62

                                           OFFICE MARKET OVERVIEW (Continued)

<TABLE>
<CAPTION>
                                  CUMULATIVE NET ABSORPTION SINCE 1/1/92 BY SUB-MARKET
                                                    (IN SQUARE FEET)
- ---------------------------------------------------------------------------------------------------------------------
                                        Cum Net       Cum Net       Cum Net       Cum Net       Cum Net       Cum Net
                                     Absorption    Absorption    Absorption    Absorption    Absorption    Absorption
                                        Through       Through       Through       Through       Through       Through
                                           2/97         12/96         12/95         12/94         12/93         12/92
No.  Sub-Market                     In Millions   In Millions   In Millions   In Millions   In Millions   In Millions
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>           <C>           <C>      
1.   West Side                        3,552,600     3,340,200     2,738,400     2,839,200     2,111,200       873,600
2.   Sixth Ave Rock Ctr.              3,645,400     3,491,800     2,762,200     2,756,500     1,842,100     1,880,200
3.   Fifth/Madison Ave.                 (51,200)     (239,300)      763,900        68,400       792,900       151,200
4.   Park Avenue                      1,595,000     1,298,000     1,016,400     2,133,600       685,800       508,000
5.   Fast Side                          430,000       335,200       651,200       818,000       (45,500)     (532,200)
6.   Grand Central                    1,417,200     1,314,600       151,800      (477,400)     (716,100)     (613,800)
7.   Murray Hill                       (615,800)     (839,000)     (423,600)      (69,600)     (179,800)     (104,400)
8.   Penn Station/Garment Ctr.         (892,500)     (785,100)   (1,322,100)      167,500      (201,000)     (301,500)

     Total                            9,080,700     7,916,400     6,338,200     8,236,200     4,289,600     1,861,100
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Negative number indicates negative net absorption
Source: Gordon Report; compiled by KTR

<TABLE>
<CAPTION>
                                    ANNUAL NET ABSORPTION SINCE 1/1/92 BY SUB-MARKET
- --------------------------------------------------------------------------------------------------------------------------
                                                 Net           Net           Net           Net           Net           Net
                                          Absorption    Absorption    Absorption    Absorption    Absorption    Absorption
                                            1/1-2/97     1/1-12/96     1/1-12/95     1/1-12/94     1/1-12/93     1/1-12/92
No.   Sub-Market                             Sq. Ft.       Sq. Ft.       Sq. Ft.       Sq. Ft.       Sq. Ft.       Sq. Ft.
- --------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>          <C>            <C>           <C>           <C>      
1.    West Side                              212,400       601,800      (100,800)      728,000     1,237,600       873,600
2.    Sixth Ave./Rock Ctr.                   153,600       729,600         5,700       914,400       (38,100)    1,880,200
3.    Fifth/Madison Ave.                     188,100    (1,003,200)      695,500      (724,500)      641,700       151,200
4.    Park Avenue                            297,000       281,600    (1,117,200)    1,447,800       177,800       508,000
5.    East Side                               94,800      (316,000)     (166,800)      863,500       486,700      (532,200)
6.    Grand Central                          102,600     1,162,800       629,200       238,700      (102,300)     (613,800)
7.    Murray Hill                            223,200      (415,400)     (354,000)      110,200       (75,400)     (104,400)
8.    Penn Station/Garment Ctr.             (107,400)      537,000    (1,489,600)      368,500       100,500      (301,500)

      Total                                1,164,300     1,578,200    (1,898,000)    3,946,600     2,428,500     1,861,100
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

Negative number indicates negative net absorption
Source: Gordon Report; compiled by KTR

          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997

New York, New York                                                       Page 63

                       OFFICE MARKET OVERVIEW (Continued)

<TABLE>
<CAPTION>
                 WEIGHTED AVG. ANNUAL NET ABSORPTION SINCE 1/1/92 BY SUB-MARKET
- ------------------------------------------------------------------------------------------------------
                     Average        Average       Average       Average        Average         Average
                      Annual         Annual        Annual        Annual         Annual          Annual
                         Net            Net           Net           Net            Net             Net
                  Absorption     Absorption    Absorption    Absorption     Absorption      Absorption
                     Through        Through       Through       Through        Through         Through
                        2/97          12/96         12/95         12/94          12/93           12/92
 Sub-Market           Sq. Ft.       Sq. Ft.       Sq. Ft.       Sq. Ft.        Sq. Ft.         Sq. Ft.
- ------------------------------------------------------------------------------------------------------
<S>                <C>            <C>           <C>           <C>            <C>             <C>      
 West Side           687,596        668,040       684,600       946,400      1,055,600         873,600
 6th/Rock            705,557        698,360       690,550       918,833        921,050       1,880,200
 5th/Mad              (9,910)       (47,860)      190,975        22,800        396,450         151,200
 Park Ave.           308,708        259,600       254,100       711,200        342,900         508,000
 EaSt Side            83,225         67,040       162,800       272,667       (223,750)     (5,329,200)
 Grand Central       274,295        269,920        37,950      (159,133)      (358,050)       (613,800)
 Murray Hill        (119,186)      (167,800)     (105,900)      (23,200)       (89,900)       (104,400)
 P.S./Gar. Ctr.     (172,741)      (157,020)     (330,525)       55,833       (100,500)       (301,500)

 Total             1,757,543      1,583,280     1,584,550     2,745,400      2,144,800       1,861,100
- ------------------------------------------------------------------------------------------------------
</TABLE>

Negative number indicates negative net absorption
Source: Gordon Report, compiled by KTR

The preceding compilation reveals that the West Side, Sixth Avenue/Rockefeller
Center, Park Avenue and Grand Central sub-markets have experienced the most
extensive reductions in available space due to a strong demand for space within
modern buildings with large contiguous floor plates. Conversely, availabilities
within the Fifth/Madison Avenue, East Side and Penn Station/Garment Center
submarkets are only reflecting marginal improvement, and the Murray Hill
sub-market is still experiencing negative net absorption.

The preceding office market statistics illustrate that market demand has shifted
to the West Side, Sixth Avenue/Rockefeller Center and Park Avenue sub-markets at
the expense of the other sub-markets. This shift has occurred due the growing
need for large contiguous floor plates within modern buildings which are capable
of offering "state-of-the art" power and communications capabilities.

The Midtown office market remains in a state of over-supply with 24.9 million
square feet of space available. This level suggests a 14 year supply of
available space based on the 1.76 million square feet (rounded) of average
annual net absorption between January 1, 1992 and February 28, 1997 and assuming
no new space is added or eliminated.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 64

                       OFFICE MARKET OVERVIEW (Continued)

The preceding statement is misleading since it contains obsolete office
buildings which are at the end of their economic life as commercial office
space. A typical vacancy rate ranging from 5.0% to 10.0% generally reflects
stable market conditions within an established office market. As such, the
availability rate, as adjusted, effectively reflects a supply of 3 to 9 years.

The Grand Central sub-market similarly remains in a state of over-supply with
5.1 million square feet of available space, however, it reflects a 19 year
supply based on its historical net absorption of 275,000 square feet (rounded)
per year since January 1, 1992. Further, it reflects a 6 to 12 year supply
assuming a 5.0% to 10.0% stabilized vacancy.

The preceding analysis does not reflect the fact that the Grand Central
sub-market is currently the most active sub-market within the Midtown Office
Market. Effectively, the Grand Central sub-market reflects only a 2 to 3 year
supply based on its historical net absorption between January 1, 1996 and
February 28, 1997 (equivalent of 1.1 million square feet per year) and assuming
a 5.0% to 10.0% stabilized vacancy.

The preceding data reflects a major improvement in market conditions since 1991,
however, it also illustrates the need for an expanding "white collar" work force
and a reduction in the office space inventory.

For net absorption to be sustained, new companies must be formed or attracted to
the Midtown area. For this to occur, the economy will have to regain its
strength as it did after the recessionary 1970s. In the early 1970s, vacancy
rates were at levels similar to today and by the end of the decade most of the
space was absorbed as the economy expanded.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 65

                       OFFICE MARKET OVERVIEW (Continued)

Real estate experts agree that well located class "A" and "B" buildings, in good
condition and with competitive lease packages will recover and experience
limited vacancy as the economy continues to expand. Currently, all categories of
space users are upgrading their space in higher quality buildings as well as
absorbing blocks of space for future expansion.

Conversely, insufficiently maintained Class "A" and "B" type buildings situated
in inferior locations and which are experiencing high vacancy rates are
representative of tomorrow's re-development parcels since current investment
returns are not commensurate with the costs of achieving stabilized occupancy.
This is evident in the recent re-development of the former Gulf and Western
building into a super-luxury residential building and the pending re-development
of a portion of the former MacMillan Publishing building at 866 Third Avenue
into a business hotel.

The relationship between supply and demand of the overall office market should
continue moving towards equilibrium as the decade moves forward considering the
resiliency of the regional economy and scarcity of new office developments.

PROJECTION OF ABSORPTION OF REMAINING VACANT SPACE: The Grand Central office
sub-market is considered to be moving towards equilibrium based on the current
15.0% vacancy rate, 1,100,000 square feet (rounded) in average net absorption
per year since January 1, 1996, a 5.0% to 10.0% stabilized vacancy and an
estimated 2 to 3 year supply of available office space. The demand for large
contiguous floor plates within modern Class "A" office buildings has also been
considered.

It is our opinion that the 104,358 square feet of available office space within
the subject property is assumed to be leased over the next 24 months in 8
quarterly installments beginning October 1, 1997.

MIDTOWN ASKING RENTS: Midtown asking rents range from the $24.00 per square foot
in the Penn Station/Garment Center to $45.00 per square foot along Park Avenue,
averaging $32.99 per

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 66

                       OFFICE MARKET OVERVIEW (Continued)

square foot. The overall average asking rent reflects improving market
conditions as evidenced by a 2.4% average annual increase since 1993.

Current average asking rents by sub-market are summarized as follows.

<TABLE>
<CAPTION>
                                      MIDTOWN AVERAGE ASKING RENTS BY SUB-MARKET
- -----------------------------------------------------------------------------------------------------------------------------------
                                 2/28/97       12/31/96       12/31/95        12/31/94      12/31/93        12/31/92       12/31/91
 No. Sub-Market             $ Per Sq.Ft.   $ Per Sq.Ft.    $ Per Sq.Ft.   $ Per Sq.Ft.   $ Per Sq.Ft.   $ Per Sq.Ft.   $ Per Sq.Ft.
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>             <C>            <C>           <C>             <C>            <C>   
 1.   West Side                   $28.60         $28.70          $27.50         $25.20        $26.90          $33.10         $36.10
 2.   Sixth Ave./Rock Ctr.         39.30          39.10           39.30          37.90         35.00           37.40          39.18
 3.   Fifth/Mad. Ave.              42.10          42.00           39.40          41.70         37.50           38.50          41.27
 4.   Park Avenue                  43.90          44.40           44.10          43.00         41.10           39.80          41.74
 5.   East Side                    34.80          34.80           35.30          32.20         30.50           31.30          34.87
 6.   Grand Central                31.40          31.30           30.40          29.80         28.86           29.40          31.74
 7.   Murray Hill                  24.30          24.20           25.20          23.70         25.00           25.20          25.47
 8.   Penn Station/Garment Ctr.    24.60          24.00           23.50          22.80         23.00           23.30          26.38
      Overall                     $33.57         $33.51          $32.47         $32.23        $31.10          $32.45         $35.51
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Gordon Report; compiled by KTR

The low end of the spectrum is reflective of the Penn Station/Garment Center,
Murray Hill and West Side sub-markets, the high end is found along Park Avenue,
Fifth/Madison Avenue, Sixth Avenue/Rockefeller Center and the East Side
sub-markets. The average asking rent in the West Side sub-market has increased
by an average annual rate of growth of 2.5% per year since January 1, 1994.

Midtown's historical change in average asking rents between 1978 and 1994
reflects a 5.2% average annual compound increase. While this is useful for cash
flow projection purposes, it does not reflect Midtown real estate's wide
cyclical swing over the last 16 years. This movement is evidenced by large
percentage increases in the 1979 to 1981 period, followed by a sustained period
of marginally static rents between 1982 and 1989, declining rents between 1990
and 1993 and now evidenced by an equivalent 2.4% annual increase since January
1, 1994.

PROJECTION OF MARKET RENT APPRECIATION: The evidence of an expanding regional
economy and the emerging equilibrium within the influencing market has been
considered relative to

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 67

                       OFFICE MARKET OVERVIEW (Continued)

future increases in market rates. Also considered is the fact that as the market
approaches equilibrium property owners will be attempting to improve their net
operating profit margin which has been seriously restricted due to declining
effective contract rents but increasing operating expenses.

Considerate of the aforementioned, we have projected the following growth rates
for use in the discounted cash flow analysis: 2.0% for calendar year 1997 (4.0%
annualized), beginning July 1, 1997, and averaging 4.0% per calendar year
thereafter. The preceding estimate equates to an average rate of growth of 4.0%
for the fiscal year projection period. The preceding annual appreciation factor
is consistent with investor expectations as reported by various surveys and
identified in the Sales Comparison Approach.

CONCLUSIONS

It is recognized that the Midtown office market has been in a state of
over-supply over the past decade as more space was available than the market
could effectively absorb. The demand for space is expected to continue to
increase over the next several years as the economy continues its sustained
expansion. Conversely, the amount of new construction slated for completion over
the next few years is nominal which will further allow the Midtown office market
to move closer to equilibrium. As equilibrium is realized during the decade,
rents will likely realize an increase, although probably not as dramatic as was
realized in the late 1970s and early 1980s.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


                                                                   June 23, 1997
370-392 Madison Avenue
New York, New York                                                       Page 68

                       OFFICE MARKET OVERVIEW (Continued)

                          MAP OF MIDTOWN OFFICE MARKET










           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 69

                              MARKET RENT ANALYSIS

INTRODUCTION

Current market rents for office, retail, storage and garage space are compiled
and analyzed for the purpose of establishing current economic rents for any
vacant space and for the forecasting of economic rent levels for the existing
occupied space upon lease expiration.

The following market rent analysis first addresses the office component of the
subject property followed by the remaining components. The preceding analysis is
then correlated into achievable current market rents. The individual market for
each component are summarized at the end of each section.

The following analysis of will utilize an effective contract rent model which
examines the impact of tenant workletters and free rent on the contract rent.
The analysis is based on the opportunity costs of capital employing a partial
payment factor.

Tenant workletters and free rent are amortized over the term of the lease. The
contract rent less the amortized workletter and free rent is then converted to
its present value. A partial payment factor is then applied to the sum of the
discounted net contract rents which equates to its Effective Contract Rent.

OFFICE RENT

The decline in effective rental rates for primary and secondary office space
throughout Manhattan between 1988 and 1993 is well documented as the market
adjusted to declining office space demand and increasing supply and availability
of Class "A" and "B" space. The signs of a new economic/real estate cycle are
evident as the city economy slowly expands and vacancy rates trend downward.
Currently, all categories of space users are upgrading their space in higher
quality buildings as well as absorbing blocks of space for future expansion.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 70

                        MARKET RENT ANALYSIS (Continued)

The most recent lease activity within the subject property is first examined
followed by our analysis of office rental activity.

CURRENT OFFERING AND NEW LEASES WITHIN THE SUBJECT PROPERTY

A KTR market survey reports that the current asking rents range from $30.00 per
square foot for a sub-lease on floor no. 2 to $38.50 per square foot for a
direct lease of vacant space on the lower floors to $46.50 per square foot for a
direct lease of vacant space on the upper floors. Tenant workletters, free rent
and lease term are negotiable with real estate tax and operating expense
contributions payable over a base year.

There was 1 new major lease signed in October, 1996 which is summarized as
follows.

INVESTMENT TECHNOLOGY (Effective Rent - $28.33 per square foot): This is a new
16 year (rounded) lease, dated October, 1996, for floor no. 4 (44,704 square
feet).

The contract rent equates to $37.00 per square foot, increasing to $40.00 per
square foot in year no. 7 and $43.00 per square foot in year no. 12. The lease
contains real estate and operating expense contributions over a base year and
direct metered electricity. The lease contains a tenant workletter of $45.00 per
square foot and 15 months of free rent.

The most recent leasing activity within the subject property is now compared
with the influencing market.

COMPARABLE LEASE DATA

Our survey, summarized at the end of this section, identified 12 actual leases
within 10 buildings which were signed between May, 1997 and March, 1996.
Contract rents range from $28.50 to $50.00 per square foot with a weighted
average of $39.46 per square foot. The floors under lease range from floors no.
2 through 36.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 71

                        MARKET RENT ANALYSIS (Continued)

The leased areas, which represent full and multi-floor users, range in size from
6,200 to 135,000 square feet, averaging 54,576 square feet. Lease terms range
from 5 to 15 years, averaging 10 years (rounded). Most of the leases contain
rent step-ups ranging from $2.00 to $5.00 per square foot, adjusted every 3 to 5
years.

All of the leases provide for a pro-rata share contribution in both real estate
tax and operating expense increases above the base year of the lease. The
Porters Wage Index is not evident in any of the comparable leases.

Tenant workletters are evident in all of the leases at costs ranging from $10.00
to $52.50 per square foot with a weighted average of $43.51 per square foot
(rounded). On a unit cost basis (tenant workletter per square foot divided by
lease years), tenant workletters range from $2.00 to $5.25 per square foot per
lease year with a weighted average of $4.00 per square foot per lease year
(rounded).

Free rent is evident in all of the leases at costs ranging from none to 13
months, averaging 8.5 months (rounded). On a unit cost basis (number of months
of free rent divided by lease years), free rent ranges from none to 1.3 months
of free rent per lease year, averaging 0.8 months per lease year.

Employing our effective rent model, the comparable data reflects effective rents
ranging from $22.95 to $41.07 per square foot with a weighted average of $30.87
per square foot.

The comparables are now individually analyzed and then correlated into market
rental estimates for the subject property.

COMPARABLE NO. 1 A & B (280 Park Avenue, Effective Rent - $30.16 to $32.71 per
square foot): Located on the west side of Park Avenue, between East 48th and
49th Streets, 280 Park Avenue (Bankers Trust Building) is a 30-story Class "A"
office building constructed in 1961

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 72

                        MARKET RENT ANALYSIS (Continued)

containing 1.1 million square feet.

Comparable No. 1A is a 15-year lease, dated May, 1997, of 135,000 square feet on
a floors no. 9-11 to Xerox.. The contract rent equates to $40.00 per square
foot, increasing to $44.00 per square foot in year no. 6 and $48.00 per square
foot in year no. 11. The space was leased with a tenant workletter of $45.00 per
square foot and 12 months of free rent.

Comparable No. 1B is a 15-year lease, dated 4th quarter, 1996, of 111,000 square
feet on a floors no. 12-17 to the National Football League. The contract rent
equates to $37.00 per square foot, increasing to $41.00 per square foot in year
no. 6 and $43.00 per square foot in year no. 11. The space was leased with a
tenant workletter of $50.00 per square foot and 9 months of free rent.

Comparable No. 1 is considered to be superior in location, but inferior in
overall building systems.

Comparable No. 1 is considered to be relevant to the rental value of the subject
property after our adjustments.

COMPARABLE NO. 2 (520 Madison Avenue, Effective Rent - $41.07 per square foot):
Located on the west side of Madison Avenue, between East 53rd and 54th Streets,
520 Madison Avenue is a 43-story Class "A" office building constructed in 1982
containing 960,000 square feet.

Comparable No. 2 is a 10-year lease, dated February, 1997, of 50,000 square feet
on a floors no. 36 and 37 to CIC International. The contract rent equates to
$50.00 per square foot, increasing to $55.00 per square foot in year no. 6. The
space was leased with a tenant workletter of $30.00 per square foot and 10
months of free rent.

Comparable No. 2 is considered to be slightly superior in location and upper
floor views, but equal in overall building systems. Comparable No. 2 is
considered to be relevant to the rental value of the subject property after a
downward adjustment.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 73

                        MARKET RENT ANALYSIS (Continued)

COMPARABLE NO. 3 (535 Madison Avenue, Effective Rent - $38.20 per square foot):
Located on the northeast corner of East 54th Street, 535 Madison Avenue (Dillon
Read Building) is a 37-story Class "A" office building constructed in 1982
containing 443,000 square feet.

Comparable No. 3 is a 5-year lease, dated January, 1997, of 12,000 square feet
on a floor no. 19 to Cambridge Capital. The contract rent equates to $44.50 per
square foot for the entire term. The space was leased with a tenant workletter
of $10.00 per square foot and 4 months of free rent.

Comparable No. 3 is considered to be slightly superior in location, but equal in
overall building systems. Comparable No. 3 is considered to be relevant to the
rental value of the subject property after a downward adjustment.

COMPARABLE NO. 4 (100 Park Avenue, Effective Rent - $24.90 per square foot):
Located on the west side of Park Avenue, between East 40th and 41st Streets, 100
Park Avenue is a 36-story Class "A" office building constructed in 1950 and
renovated during the l990s containing 745,000 square feet.

Comparable No. 4 is a 10-year lease, dated January, 1997, of 110,000 square feet
on a floors no. 4, 14 and 17 by Philip Morris. The contract rent will average
$35.00 per square foot for the entire term.

The space was leased with a tenant workletter of $40.00 per square foot and 9
months of free rent.

Comparable No. 4 is considered to be slightly inferior in location and overall
building systems.

Comparable No. 4 is considered to be relevant to the rental value of the subject
property after an upward adjustment.

COMPARABLE NO. 5 (540 Madison Avenue, Effective Rent - $34.46 per square foot):
Located on the southwest corner of East 55th Street, 540 Madison Avenue (Finland
House) is a 38-story Class

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 74

                        MARKET RENT ANALYSIS (Continued)

"A" office building constructed in 1970 containing 259,100 square feet.

Comparable No. 5 is a 5-year lease, dated May, 1997, of 6,200 square feet on a
floor no. 26 to Wilson McHenry. The contract rent equates to $37.00 per square
foot for the entire term. The space was leased with a tenant workletter of
$10.00 per square foot and no free rent.

Comparable No. 5 is considered to be slightly superior in location, but inferior
in overall building systems. Comparable No. 5 is considered to be relevant to
the rental value of the subject property after our adjustments.

COMPARABLE NO. 6 A & B (590 Madison Avenue, Effective Rent - $30.31 to $35.74
per square foot): Located on the southwest corner of Madison Avenue and East
57th Street, 590 Madison Avenue (IBM Tower) is a 43-story Class "A" office
building constructed in 1982 containing 1.03 million square feet.

Comparable No. 6A is a 10-year lease, dated first quarter 1996, of 24,547 square
feet on a floor no. 23 to Paine Webber. The contract rent equates to $41.50 per
square foot, increasing to $46.50 per square foot in year no. 6. The space was
leased with a tenant workletter of $52.50 per square foot and 13 months of free
rent.

Comparable No. 6B is a 10-year lease, dated December, 1995, of 24,547 square
feet on a floor no. 24 to Credit France. The contract rent equates to $50.00 per
square foot, increasing to $55.00 per square foot in year no. 6. The space was
leased with a tenant workletter of $52.50 per square foot and 13 months of free
rent.

Comparable No. 6 is considered to be superior in location, but equal in overall
building systems. Comparable No. 6 is considered to be relevant to the rental
value of the subject property after our adjustments.

          Koeppel Tener Real Estate Services. Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                              June 23,1997
New York, New York                                                       Page 75

                        MARKET RENT ANALYSIS (Continued)

COMPARABLE NO. 7 (320 Park Avenue, Effective Rent - $33.98 per square foot):
Located on the west side of Park Avenue, between East 50th and 51st Streets, 320
Park Avenue is a 34-story Class "A" office building constructed in 1960 and
redeveloped in 1995 containing 694,000 square feet.

Comparable No. 7 is a 10-year lease, dated April, 1996, of 50,000 square feet on
a floors no. 11 and 12 by Fleming Capital. The contract rent equates to $40.00
per square foot, increasing to $44.00 per square foot in year no. 6. The space
was leased with a tenant workletter of $50.00 per square foot and no free rent.

Comparable No. 7 is considered to be superior in location, but equal in overall
building systems.

Comparable No. 7 is considered to be relevant to the rental value of the subject
property after a downward adjustment.

COMPARABLE NO. 8 (330 Madison Avenue, Effective Rent - $22.95 per square foot):
Located on the east side of Madison Avenue, between East 42nd and 43rd Streets,
330 Madison Avenue is a 39-story Class "A" office building constructed in 1963
containing 665,000 square feet.

Comparable No. 8 is a 15-year lease, dated during April, 1996, of 8,696 square
feet on floor no. 8 by Dean Witter. The contract rent equates to $28.50 per
square foot, increasing to $32.50 per square foot in year no. 6 and $36.50 per
square foot in year no. 11. The space was leased with a tenant workletter of
$42.00 per square foot and 12 months of free rent.

Comparable No. 8 is considered to be equal in location, but inferior in building
systems. Comparable No. 8 is considered to be relevant to the rental value of
the subject property after an upward adjustment.

COMPARABLE NO. 9 (375 Park Avenue, Effective Rent - $33.45 per square foot):
Located on

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 76

                        MARKET RENT ANALYSIS (Continued)

the east side of Park Avenue, between East 52nd and 53rd Streets, 375 Park
Avenue is a 38-story Class "A" office building constructed in 1958 containing
859,000 square feet.

Comparable No. 9 is a 10-year lease, dated March, 1996, of 22,196 square feet on
a floor no. 17 by Beacon Group. The contract rent equates to $45.00 per square
foot, increasing to $45.00 per square foot in year no. 6. The space was leased
with a tenant workletter of $45.00 per square foot and 11 months of free rent.

Comparable No. 9 is considered to be superior in location, but equal in overall
building systems. Comparable No. 9 is considered to be relevant to the rental
value of the subject property after a downward adjustment.

COMPARABLE NO. 10 (335 Madison Avenue, Effective Rent - $27.04 per square foot):
Located on the east side of Madison Avenue, between East 43rd and 44th Streets,
335 Madison Avenue (Bank of America Plaza) is a 28-story Class "A" office
building containing 1,048,000 square feet. The building was originally
constructed during the 1920s as a hotel and then completely redeveloped into a
Class "A" office building in 1982. All floors are constructed around a vertical
atrium.

Comparable No. 10 is a 10-year lease, dated during the first quarter of 1995, of
100,000 square feet on floors no. 18-20 by Towers Perrin. The contract rent
equates to $37.00 per square foot, increasing to $41.00 per square foot in year
no. 6. The space was leased with a tenant workletter of $45.00 per square foot
and 10 months of free rent.

Comparable No. 10 is considered to be equal in location and building systems,
but inferior as to floor layout. Comparable No. 10 is considered to be relevant
to the rental value of the subject property after an upward adjustment.

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 77

                        MARKET RENT ANALYSIS (Continued)

CORRELATION

The most recent leasing activity within the subject property (effective rent
$28.33 per square foot) is consistent with current market parameters within the
influencing market (effective rents ranging from $22.95 to $41.07 per square
foot). The comparable data, as sorted by floor, reflects upwardly trending rents
by proceeding to the higher floors. As such, comparable data is analyzed for
floors no. 2 through 12 and floors no. 13 through 25

LOW FLOORS (FLOORS NO. 2-12): The compilation of comparable market rents on the
lower floors reflect effective rents ranging from $22.95 to $33.98 per square
foot.

The most recent lease within the subject property (Investment Technology, Floor
No. 4 $28.33 per square foot) along with Comparable No. 1 A & B (280 Park
Avenue, $30.16 to $32.71 per square foot), Comparable No. 7 (320 Park Avenue,
$33.98 per square foot) and Comparable No. 8 (330 Madison Avenue, $22.95 per
square foot) are considered to be most relevant to the rental value of the lower
floors of the subject property.

After our adjustments, an average effective market rent in the range of $28.00
to $29.00 per square foot (base contract rents of $28.50 to $40.00 per square
foot) is considered to be a reasonable estimate of the investment qualities of
the lower floor space within the subject property.

Our estimated effective rent is achieved assuming a 12 year average lease term,
a contract rent of $37.00 per square foot, rent step-ups of $3.00 per square
foot every 4 years, a tenant workletter of $4.00 per square foot per lease year
($48.00 per square foot), and free rent equivalent to 0.8 months per lease year
(10 months total).

A 12 year average lease term (rounded) is estimated under the assumption that
50% of the leases are for 10-years and 50% are for 15-years.

          Koeppel Tener Real Estate Services. Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 78

                        MARKET RENT ANALYSIS (Continued)

UPPER FLOORS (FLOORS NO. 13-25): The compilation of comparable market rents on
the upper floors reflect effective rents ranging from $24.90 to $41.07 per
square foot.

Comparable No. 3 (535 Madison Avenue, $38.20 per square foot), Comparable No. 4
(100 Park Avenue, $24.90 per square foot), Comparable No. 5 (540 Madison Avenue,
$34 46 per square foot), Comparable No. 6 (590 Madison Avenue, $30.31 to $35.74
per square foot), Comparable No. 9 (375 Park Avenue, $33.45 per square foot) and
Comparable No. 10 (335 Madison Avenue, $27.04 per square foot).

After our adjustments, an average effective market rent in the range of $30.00
to $31.00 per square foot (contract rents of $35.00 to $50.00 per square foot)
is considered to be a reasonable estimate of the investment qualities of the
upper floor space within the subject property.

Our estimated effective rent is achieved assuming a 12 year average lease term,
a contract rent of $39.00 per square foot, rent step-ups of $3.00 per square
foot every 4 years, a tenant workletter of $4.00 per square foot per lease year
($48.00 per square foot), and free rent equivalent to 0.8 months per lease year
(10 months total).

FUTURE CONTRIBUTIONS: All future office leases for all categories of space are
assumed to contain a real estate tax contribution and a direct operating expense
contribution based on a pro-rata share of increases over a base year. Further,
all space is assumed to be direct metered. The preceding estimates are clearly
supported by the comparable data and most recent leasing activity within the
subject property.

FUTURE FREE RENT: It is our opinion that lower amounts of free rent will be
required on new leases (all office floors) in the future as the office market
continues moving towards equilibrium.

Consequently, free rent is projected to decline to 50% (6 months total) of the
current level after 1999

          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 79

                        MARKET RENT ANALYSIS (Continued)

as the supply and demand for office space will be at/near equilibrium.

RENEWAL OFFICE LEASES: An estimated base year tenant workletter equivalent to
40% of the cost of a new tenant workletter is estimated based on conversations
with local brokers and our experience with this expense category.

SUMMARY OF MARKET OFFICE RENT ASSUMPTIONS

The subject property, is a conveniently located primary office building in
excellent condition. A desirable avenue location in proximity of Grand Central
Station, large windows and functional floor layouts make this a desirable
building for large, full floor space users. The future leasing activity of the
subject property should be consistent with overall market levels since it is
certainly competitive within the Midtown office market and the influencing
sub-markets.

Market Rent (Average)
     Low Floors (Nos. 2-12):                   $37.00 per square foot
     Middle Floors (Nos. 13-25):               $39.00 per square foot
Lease Term:                                    12 years average (50% at 10-years
                                               and 50% at 15 years)
Rent Step-ups:                                 $3.00 per square foot step-ups in
                                               years no. 5 and 9.

Real Estate Tax and Operating
Expense Contributions:                         Pro-rata share of increases over 
                                               a base year.
Tenant Workletter- New Leases:                 $48.00 per square foot total 
                                               ($4.00 per square foot per
                                               lease year).

Tenant Workletter-Renewal Leases:              40% of a new lease.
Free Rent-New Leases:                          10 months total (0.8 months per 
                                               lease year); declining to 5 
                                               months total (0.4 months per 
                                               lease year) after 12/3 1/99.

Free Rent-Renewal Leases:                      None

          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 80

                                       MARKET RENT ANALYSIS (Continued)

                                            370-392 MADISON AVENUE
                                     SUMMARY OF MOST RECENT LEASE ACTIVITY

<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------------------------
Summary of Most Recent Leases within Subject Property (Office)
370-392 Madison Avenue       Rentable                                   (A) Effective
New York, New York               Area                     Lease Date    Contract Rent    Step-up    Contract Rent
No.           Tenant         (Sq.Ft.)     Level/Floor   Lease Expiry   ($ Per Sq.Ft.)     (Year)    ($ Per Sq.Ft.)  
- -----------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>        <C>              <C>            <C>          <C>          
1   Investment Technology      44,704          4          Oct-96           $37.00          1-6         $28.33       
                                                          Jan-13            40.00          7-11                      
                                                            16.3            43.00         12-16                      

<CAPTION>
1   Investment Technology     Tenant and Landlord Contributions                                
<S>                           <C>                                                                 
                              Real Estate Taxes:  Pro-rata share of increases over a base year  
                              Operating Expenses: Pro-rata share of increases over a base year 
                              Tenant Electricity: Direct                                       
                              Tenant Workletter:  $45.00 per square foot                       
                              Rent Concessions:   15 months free rent                          
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(A) Effective rent model based on cost of capital employing a partial payment
factor.
Source: RREEF Funds; compiled by KTR


          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>



<TABLE>
<CAPTION>


370-392 Madison Avenue                                                                                                June 23, 1997
New York, New York                                                                                                          Page 81

                                                  MARKET RENT ANALYSIS (Continued)

                                                       370-392 MADISON AVENUE
                                              SUMMARY OF COMPARABLE OFFICE MARKET RENTS

===================================================================================================================================
Office Market Rents - Page No.1
370-392 Madison Avenue                      R.A. (Sq.Ft.)/                                                      (A) Effective
New York,  New York                               Floors/       Lease Date      Contract Rent                   Contract Rent
No.            Address/Location                   Tenant      Term (Years)     ($ Per sq.Ft.)      Step-Up      ($ Per Sq. Ft.)     
                                                                        
===================================================================================================================================
<S>                                                <C>                  <C>            <C>             <C>             <C>         
1    Bankers Trust                                 135,000          May-97             $40.00          1-5             $32.71      
     Building                    A                   Xerox              15              44.00         6-10                         
     280 Park Avenue                  Floors no. 9,10 & 11                              48.00        11-15                         
     W/S, bet East 48th & 49th Sts.                                                                                                
     Constructed: 1961                                                                                                             
     Stories: 30                                                                                                                   
     Rentable Area: 1.1 Million sq.ft.                                                                                             
     

                                 B                 111,000    4th Qtr 1996             $37.00          1-5             $30.16      
                                  National Football League              15              41.00         6-10                         
                                          Floors no. 12-17                              43.00        11-15                         


2    520 Madison Avenue                             50,000          Feb-97             $50.00          1-5             $41.07      
     W/S, bet East 53rd & 54th           CIC International              10              55.00         6-10                         
     Sts.                               Floors no. 36 & 37                                                                         
     Constructed: 1982                                                                                                             
     Stories: 43                                                                                                                   
     Rentable Area: 996,000 sq.ft.                                                                                                  
                                                                                                                                   
                                                                                                                                   
3    Dillon Read Building                           12,000          Jan-97             $44.50          1-5             $38.20      
     535 Madison Avenue                  Cambridge Capital               5                                                         
     N/E/C of East 54th Street                Floor No. 19                                                                         
     Constructed:1982                                                                                                              
     Stories: 37                                                                                                                   
     Rentable Area: 443,000 sq.ft.                                                                                                  
                                                                                                                        
                                                                                                                                   
4    100 Park Avenue                               110,000          Jan-97             $35.00         1-10             $24.90      
     W/S East 40th & 41st Sts.               Philip Morris              10                           Average                       
     Constructed: 1950/1990s            Floors No. 4, 14 &                                                                         
     Stories: 36                                        17                                                                         
     Rentable Area: 745,000 sq.ft.                                                                                                  
                                                                                                                        
                                                                                                                                   
5    Finland House                                   6,200          May-96             $37.00          1-5             $34.46      
     540 Madison Avenue                     Wilson McHenry               5                                                         
     S/W/C of East 55th Street                Floor No. 26                                                                         
     Constructed: 1970                                                                                                             
     Stories: 38                                                                                                                   
     Rentable Area: 259,100 sq.ft.                                                                                                  
===================================================================================================================================
                                                                                                                                   
                                                                                                                                   
<CAPTION>
                                                                                                                                   



===================================================================================================================================
Office Market Rents - Page No.1                                                                                                    
370-392 Madison Avenue                                                                                                             
New York,  New York                                                                                                                
No.            Address/Location                           Tenant and Landlord Contributions                                        
===================================================================================================================================
                                                                                                                                   
1    Bankers Trust                                        Real Estate Taxes:     Pro-rata share of increases over a base year       
     Building                    A                        Operating Expenses:    Pro-rata share of increases over a base year       
     280 Park Avenue                                      Electricity:           Direct                                            
     W/S, bet East 48th & 49th Sts.                       Tenant Workletter:     $45.00 per square foot                            
     Constructed: 1961                                    Rent Concession:       12 months free rent                               
     Stories: 30                                                                                                         
     Rentable Area: 1.1 Million sq.ft.                                                                                     
                                                                                                                                   
                                                                                                                                   
                                 B                        Real Estate Taxes:     Pro-rata share of increases over a base year       
                                                          Operating Expenses:    Pro-rata share of increases over a base year       
                                                          Electricity:           Direct                                            
                                                          Tenant Workletter:     $50.00 per square foot                            
                                                          Rent Concession:       9 months free rent                                
                                                                                                                            

2    520 Madison Avenue                                   Real Estate Taxes:     Pro-rata share of increases over a base year       
     W/S, bet East 53rd & 54th                            Operating Expenses:    Pro-rata share of increases over a base year       
     Sts.                                                 Electricity:           Direct                                            
     Constructed: 1982                                    Tenant Workletter:     $30.00 per square foot                            
     Stories: 43                                          Rent Concession:       10 months free rent                                
     Rentable Area: 996,000 sq.ft.                                                              
                                                                             
                                                                                                                                   
3    Dillon Read Building                                 Real Estate Taxes:     Pro-rata share of increases over a base year       
     535 Madison Avenue                                   Operating Expenses:    Pro-rata share of increases over a base year       
     N/E/C of East 54th Street                            Electricity:           Direct                                            
     Constructed:1982                                     Tenant Workletter:     $10.00 per square foot                            
     Stories: 37                                          Rent Concession:       4 months free rent                                
     Rentable Area: 443,000 sq.ft.                                                                                                 
                                                                              
                                                                                                                                   
4    100 Park Avenue                                      Real Estate Taxes:     Pro-rata share of increases over a base year       
     W/S bet East 40th & 41st Sts.                        Operating Expenses:    Pro-rata share of increases over a base year       
     Constructed: 1950/1990s                              Electricity:           Direct                                            
     Stories: 36                                          Tenant Workletter:     $40.00 per square foot                            
     Rentable Area: 745,000 sq.ft.                        Rent Concession:       9 months free rent                                
                                             
                                                                                     
5    Finland House                                        Real Estate Taxes:     Pro-rata share of increases over a base year       
     540 Madison Avenue                                   Operating Expenses:    Pro-rata share of increases over a base year       
     S/W/C of East 55th Street                            Electricity:           $3.00 per square foot                             
     Constructed: 1970                                    Tenant Workletter:     $10.00 per square foot                            
     Stories: 38                                          Rent Concession:       None                                
     Rentable Area: 259,100 sq.ft.                                                                                                  
===================================================================================================================================
                                                                                        
</TABLE>
<PAGE>




<TABLE>
<CAPTION>
370-392 Madison Avenue                                                                                     June 23, 1997
New York, New York                                                                                               Page 82



                                               MARKET RENT ANALYSIS (Continued)

                                                   370-392 MADISON AVENUE
                                           SUMMARY OF COMPARABLE OFFICE MARKET RENTS
- ------------------------------------------------------------------------------------------------------------------------
Office Market Rent - Page No. 2
370-392 Madison Avenue                       R.A. (Sq. Ft.)/                                             (A) Effective
New York, New York                                   Floors/    Lease Date   Contract Rent               Contract Rent
No. Address/Location                                  Tenant   Term(Years)   ($ Per Sq.Ft.)   Step-Up    ($ Per Sq.Ft.) 
- ------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                   <C>         <C>              <C>    
6   IBM Building                     A                24,547  1st Qtr 1996          $41.50        1-5            $30.31 
    590 Madison Avenue                          Paine Webber            10           46.50       6-10                   
    S/W/C of East 57th Street                   Floor No. 23                                                            
    Constructed: 1982                                                                                                   
    Stories: 43                                                                                                         
    Rentable Area: 1,030,000 sq.ft.                                                                             
                                     B                24,547        Dec-95          $50.00        1-5            $35.74 
                                               Credit France            10           55.00       6-10                   
                                                Floor No. 24                                                            
                                                                                                                        
                                                                                                                        
                                                                                                                
7   Mutual of America Building                        50,000        Apr-96          $40.00        1-5            $33.98 
    320 Park Avenue                          Fleming Capital            10           44.00       6-10                   
    W/S, bet East 50th & 51st Sts.         Floor No. 11 & 12                                                            
    Constructed: 1960/1995                                                                                              
    Stories: 34                                                                                                         
    Rentable Area: 694,000 sq.ft.                                                                               
                                                                                                                
8   330 Madison Avenue                                 8,696        Apr-96          $28.50        1-5            $22.95 
    W/S, bet East 42nd & 43rd Sts.               Dean Witter            15           32.50       6-10                   
    Constructed: 1963                            Floor No. 8                         36.50      11-15                   
    Stories: 39                                                                                                         
    Rentable Area: 665,000 sq.ft.                                                                                       
                                                                                                                
9   Seagrams Building                                 22,916        Mar-96          $45.00        1-5            $33.45 
    375 Park Avenue                             Beacon Group            10           49.00       6-10                   
    E/S bet East 52nd & 53rd Sts.               Floor No. 17                                                            
    Constructed: 1958                                                                                                   
    Stories: 38                                                                                                         
    Rentable Area: 859,000 sq.ft                                                                                
                                                                                                                
10  Bank of America Plaza                            100,000  1st Qtr 1995          $37.00        1-5            $27.04 
    335 Madison Avenue                          Towers Perin            10           41.00       6-10                   
    E/S, bet East 43rd & 44th Sts.           Floor No. 18-20                                                            
    Constructed: 1920s/1982                                                                                             
    Stories 28                                                                                                          
    Rentable Area: 1,048,000 sq.ft.                                                                             
- ------------------------------------------------------------------------------------------------------------------------


<CAPTION>
No. Address/Location                       Tenant and Landlord Contributions                                          
- ------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                     <C>                                                     
6   IBM Building                     A     Real Estate Taxes:      Pro-rata share of increases over a base year      
    590 Madison Avenue                     Operating Expenses:     Pro-rata share of increases over a base year      
    S/W/C of East 57th Street              Electricity:            Direct                                            
    Constructed: 1982                      Tenant Workletter:      $45.00 per square foot                            
    Stories: 43                            Rent Concession:        12 months free rent                               
    Rentable Area: 1,030,000 sq.ft.                                                                                   
                                     B     Real Estate Taxes:      Pro-rata share of increases over a base year       
                                           Operating Expenses:     Pro-rata share of increases over a base year       
                                           Electricity:            Direct                                             
                                           Tenant Workletter:      $52.50 per square foot                             
                                           Rent Concession:        13 months free rent                                
                                                                                                                      
7   Mutual of America Building             Real Estate Taxes:      Pro-rata share of increases over a base year       
    320 Park Avenue                        Operating Expenses:     Pro-rata share of increases over a base year       
    W/S, bet East 50th & 51st Sts.         Electricity:            Sub-metered                                        
    Constructed: 1960/1995                 Tenant Workletter:      $50.00 per square foot                             
    Stories: 34                            Rent Concession:        None                                               
    Rentable Area: 694,000 sq.ft.                                                                                     
                                                                                                                      
8   330 Madison Avenue                     Real Estate Taxes:      Pro-rata share of increases over a base year       
    W/S, bet East 42nd & 43rd Sts.         Operating Expenses:     Pro-rata share of increases over a base year       
    Constructed: 1963                      Electricity:            Sub-metered                                       
    Stories: 39                            Tenant Workletter:      $42.00 per square foot                             
    Rentable Area: 665,000 sq.ft.          Rent Concession:        12 months free rent                                
                                                                                                                      
9   Seagrams Building                      Real Estate Taxes:      Pro-rata share of increases over a base year       
    375 Park Avenue                        Operating Expenses:     Pro-rata share of increases over a base year       
    E/S bet East 52nd & 53rd Sts.          Electricity:            $2.75 per square foot                              
    Constructed: 1958                      Tenant Workletter:      $45.00 per square foot                             
    Stories: 38                            Rent Concession:        11 months office rent                              
    Rentable Area: 859,000 sq.ft                                                                                      
                                                                                                                      
10  Bank of America Plaza                  Real Estate Taxes:      Pro-rata share of increases over a base year         
    335 Madison Avenue                     Operating Expenses:     Pro-rata share of increases over a base year         
    E/S, bet East 43rd & 44th Sts.         Electricity:            Sub-metered                                          
    Constructed: 1920s/1982                Tenant Workletter:      $45.00 per square foot                               
    Stories 28                             Rent Concession:        10 months free rent                                  
    Rentable Area: 1,048,000 sq.ft.        
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>





370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 83

                        MARKET RENT ANALYSIS (Continued)

                                [GRAPHIC OMITTED]

                         MAP OF OFFICE RENT COMPARABLES


          Koeppel Tener Real Estate Services, Inc. Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 84

                        MARKET RENT ANALYSIS (Continued)

RETAIL MARKET OVERVIEW 

Retailers generally occupy grade level stores on Madison Avenue and its side
streets, between East 38th and 50th Streets, with a wide variety of national and
local retailers, serving area office workers and commuters walking to and from
Grand Central Station. A tour of the immediate area reveals limited retail space
available for lease.

RETAIL/COMMERCIAL COMPONENT

The retail component is comprised of 6 individual units which contain a total of
51,213 square feet of rentable storage (1,859 square feet) and selling area
(49,354 square feet) encompassing 5-levels.

The retail/commercial component is summarized as follows.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                                 370-392 MADISON AVENUE
                                               RETAIL/COMMERCIAL COMPONENT

                                                             Basement
 Unit                                            Storage Selling Area   Grade    Mezzanine    2nd Fl.      Total
 No.    Tenant                Location             (Sq.)     (Sq.Ft.) (Sq. Ft.)   (Sq.Ft.)   (Sq.Ft.)    (Sq.Ft.)
- -----------------------------------------------------------------------------------------------------------------
<C>     <S>                   <C>                    <C>         <C>        <C>            <C>        <C>   <C>   
 1.     Chase Manhattan Bank  N/W C of E 46th St.  7,314       12,860     6,396          0          0     29,570
 2.     Travel 2000           Madison Ave.             0            0     1,590          0          0      1,590
 3.     Omni NYC              Madison Ave.           300            0     1,105          0          0      1,405
 4.     Sprint USA            S/W C of E47th St.   1,259            0     1,560          0          0      2,819
 5.     Baci Delicatessen     East 47th Street       300            0     2,107          0          0      2,407
 6.     TSI Madison Fitness   East 46th Street         0            0         0      8,447      4,975     13,422

        Total                                      9,173       12,860    15,758      8,447      4,975     51,213
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
The 3-level Chase unit is interconnecting through private stain, elevator and
escalator, The basement storage space is included in the total rentable area.
The 2-level TSI Madison Fitness is interconnecting
Source: Spartan Madison Corp.; compiled by KTR

Unit No. 1 is a 3-level interconnecting unit with private stairs, elevator and
escalator. Located on the northwest corner of Madison Avenue and East 46th
Street; it enjoys very good visibility on Madison Avenue.

Units No. 2-4, which also enjoy very good visibility from Madison Avenue, are
typical retail stores. Unit No. 5 is located on East 47th Street which has an
extensive inventory of occupied retails stores; it

           Koeppel Tener Real Estate Services. Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 85

                        MARKET RENT ANALYSIS (Continued)

enjoys good visibility from Madison Avenue.

Unit No. 6 is a 2-level interconnecting unit which is located on East 46th
Street, immediately west of the entrance to the parking component. It enjoys
good visibility from Madison and Fifth Avenues.

MOST RECENT RETAIL LEASING ACTIVITY: Four new leases have been signed between
June, 1996 and March, 1997. Contract rents range from $30.00 to $208.33 per
square foot. The low end reflects a June, 1996 expansion lease (7 years) into
4,975 square feet on floor no. 2 by TSI Madison Fitness. The upper end reflects
a March, 1997 lease (7 years) of a 653 square foot unit at grade (Unit No. 4) to
Sprint U.S.A. Lease terms range from 5 to 11 years with 2 of the 4 leases
containing rent step-ups of 10% ($14.00 to $17.00 per square foot) adjusted
every 2 to 5 years.

Real estate tax contributions based on a pro-rata share of increases over a base
year are evident in all of the new leases. The lease of the space on floor no. 2
contains an operating expense contribution based on a pro-rata share of
increases over a base year. Tenant electricity is direct metered.

The space was leased as is in all of the leases, however, 3 of the 4 leases
contain free rent ranging from 2 to 5 months.

The most recent leasing activity within the subject property equates to
effective rents ranging from $27.56 to $208.33 per square foot employing our
effective rent model. The new leases are individually addressed as follows.

The individual leases are summarized as follows.

TRAVEL 2000(Effective Rent-$158.71 per square foot): This is a new 11-year
lease, dated January, 1997, for a 1,590 square foot grade level unit (Unit No.
2) with frontage on Madison Avenue.

           Koeppel Tener Real Estate Services. Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 86

                        MARKET RENT ANALYSIS (Continued)

The contract rent equates to $141.51, increasing to $155.66 per square foot in
year no. 3, $171.23 per square foot in year no. 6 and $188.35 per square foot in
year no. 9. The lease contains a real estate tax contribution based on a
pro-rata share of increases over a base year. The space was leased as is with 2
months of free rent.

0MNI NYC (Effective Rent-$138.46 per square foot): This is a new 6-year lease,
dated July, 1997, for a 1,105 square foot grade level unit (Unit No. 3) with
frontage on Madison Avenue. The contract rent equates to $140.00, increasing to
$154.00 per square foot in year no. 4. The lease contains a real estate tax
contribution based on a pro-rata share of increases over a base year. The space
was leased as is with 3 months of free rent.

SPRINT USA. (Effective Rent-$208.33 per square foot): This is a new 5-year
lease, dated March, 1997, for a 1,560 square foot grade level unit (Unit No. 4)
with frontage on Madison Avenue and East 47th Street. The contract rent equates
to $208.33 for the entire term. The lease contains a real estate tax
contribution based on a pro-rata share of increases over a base year. The space
was leased as is with no free rent.

TSI MADISON (Effective Rent-$27.56 per square foot): This is a new 5-year
expansion lease, dated June, 1996, for 4,975 square feet of space (part of Unit
No. 6) on floor no. 2. The contract rent equates to $30.00 for the entire term.
The lease contains both a real estate tax and an operating expense contribution
based on a pro-rata share of increases over a base year. The space was leased as
is with 5 months of free rent.

UNIT NO. 1 (CHASE MANHATTAN): Our survey, summarized at the end of this section,
identified 3 leases which are relevant to the rental value of this unit. The
individual comparable are summarized as follows.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 87

                        MARKET RENT ANALYSIS (Continued)

Comparable No. 1 (465 Park Avenue, $41.08 per square foot Effective Rent):
Comparable No. 1 is 21-year lease, dated March, 1997, of a 4-level unit
containing 42,600 square feet of basement, grade, 2nd and 3rd floor space by
Borders Books. It is located at the northeast corner of Park Avenue and East
57th Street. The blended contract rent equates to $37.55 per square foot,
increasing by 10.0% every 3 years. The lease also contains a base year real
estate tax contribution. Lastly, the unit was leased with a tenant workletter of
$17.60 per square foot and 11 months of free rent.

Those involved with the transaction indicate that the grade level space was
priced at $100.00 per square foot with the basement and upper floor space priced
at 20% and 30% of the grade level rent, respectively. Comparable No. 1 is
considered to be superior in location to the subject property, however, it is
considered to be relevant to the rental value of the subject property after a
downward adjustment.

Comparable No. 5 (425 Park Avenue, $91.03 per square foot Effective Rent):
Comparable No. 5 is 10-year lease, dated May, 1995, of a grade level unit
containing 4,520 square feet on the east side of Park Avenue, between East 54th
and 55th Streets, by Sterling National Bank. The contract rent equates to $94.59
per square foot, increasing to $97.70 per square foot in year no. 6. The lease
also contains a base year real estate tax contribution. The unit was leased as
is with 4 months of free rent.

Comparable No. 5 is considered to be superior in location to the subject
property, however, it is considered to be relevant to the rental value of he
subject property after a downward adjustment.

Comparable No. 6 (575 Lexington Avenue, $88.32 per square foot Effective Rent):
Comparable No. 6 is a 10-year lease, dated May, 1995, of a grade level unit
containing 6,101 square feet on the northeast corner of Lexington Avenue and
East 51st Street by Staples. The contract rent equates to 586.32 per square
foot, increasing to $91.32 per square foot in year no. 6. The lease also
contains a base year real estate tax contribution. The unit was leased as is
with no free rent.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 88

                        MARKET RENT ANALYSIS (Continued)

Comparable No. 6 is considered to be inferior in location to the subject
property, however, it is considered to be relevant to the rental value of the
subject property after an upward adjustment.

Unit No. 1 Correlation: Comparables No. 5 and 6, after our adjustments, indicate
an effective rent of $90.00 per square foot as reflective of the investment
qualities of the grade level space within Unit No. 1. The preceding effective
rent is achieved assuming a 15 year average lease term, a contract rent of
$95.00 per square foot, a step-up of 10.0% every 5 years, a tenant workletter of
$5.00 per square foot total and 12 months of free rent.

The pricing of non-grade retail space is typically expressed as a percentage of
the rent of the grade level space of the unit. Based on conversations with
leasing agents and our understanding of the retail market, the approximate range
between grade (being 100%) and non-grade space is as follows:

 Area                                        % of Grade Rent
 Sub-Basement/Basement (Storage)             0% to 20%
 Selling Basement                            20% to 60%
 Mezzanine/Second Floor                      30% to 80%

The rent for non-grade space is affected by the proximity and accessibility to
grade level and street visibility. The value of non-grade space diminishes with
the distance from the street level entrance. The strength of the credit of a
retailer further impacts rental value. Further, the ratios typically decline for
the more expensive grade level retail stores of Madison, Park and Fifth Avenues.

It is our opinion that ratios of 15% and 25% for the storage basement and
selling basement, respectively, are reflective of the investment qualities of
this interconnecting unit. Market rents of

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 89

                        MARKET RENT ANALYSIS (Continued)

$14.25 per square foot for the storage basement ($95.00 per square foot x 15.0%)
and $23.75 per square foot for the selling basement ($95.00 per square foot x
25.0%) are estimated. A weighted average market rent of $44.00 per square foot
is estimated.

                              UNIT NO. 1 (CHASE MANHATTAN)
                                  BLENDED MARKET RENT

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                            Area          Est. Market Rent       Estimated    Blended Market Rent
         Level             Sq.Ft.           $ Per Sq.Ft.        Market Rent    $ Per Square Foot
- -------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>               <C>                 <C>   
         Grade              9,396    x         $95.00            $892,620
   Storage Basement         7,314    x         $14.25             104,225

   Selling Basement        12,860    x         $23.75             305,425
                           ------
         Total             29,570                               $1,320,270          $44.00
- -------------------------------------------------------------------------------------------------
</TABLE>

Source: KTR projections

UNITS NO. 2-4: Our survey, summarized at the end of this section, identified 3
leases which are relevant to the rental value of this unit. The individual
comparables are summarized as follows.

Comparable No. 2A (400 Madison Avenue, $165.18 per square foot Effective Rent):
Comparable No. 2A is 15-year lease, dated November, 1996, of a grade level unit
containing 1,650 square feet by the Eurostar Cafe. It is located opposite the
subject property on the northwest corner of Madison Avenue and East 47th Street.

The contract rent equates to $150.00 per square foot, increasing to $165.00 per
square foot in year no. 4, $181.50 per square foot in year no. 7 and $200.00 per
square foot in year no. 10. The lease also contains a base year real estate tax
contribution. The unit was leased as is with 11 months of free rent.

Comparable No. 2A is considered to be relevant to the rental value of Unit No. 4
within the subject property.

            Koeppel Tener Real Estate Service Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 90

                        MARKET RENT ANALYSIS (Continued)

Comparable No. 2B (400 Madison Avenue, $152.41 per square foot Effective Rent):
Comparable No. 2B is 10-year lease, dated June, 1995, of a grade level unit
containing 500 square feet by the Colortek Photo. Located opposite the subject
property, the comparable contains direct frontage on Madison Avenue.

The contract rent equates to $185.00 per square foot, increasing to $203.50 per
square foot in year no. 4, $223.85 per square foot in year no. 7 and $246.23 per
square foot in year no. 10. The lease also contains a base year real estate tax
contribution. The unit was leased as is with 6 months of free rent.

Comparable No. 2B is considered to be relevant to the rental value of the Retail
Units No. 2 and 3 within the subject property.

Comparable No. 3 (450 Park Avenue, $158.97 per square foot Effective Rent):
Comparable No. 3 is 15-year lease, dated March, 1996, of a grade level unit
containing 1,875 square feet by J. S. Saurez. Located within a building at the
southwest corner of East 57th Street, it contains direct frontage on Park
Avenue.

The contract rent equates to $140.00 per square foot, increasing to $154.00
per square foot in year no. 4, $169.00 per square foot in year no. 7, $186.34
per square foot in year no. 10 and $204.97 per square foot in year no. 13. The
lease also contains a base year real estate tax contribution. Lastly, the unit
was leased as is with 3 months of free rent.

Comparable No. 3 is considered to be relevant to the rental value of Units No. 2
and 3 within the subject property after a downward adjustment due to its
superior location.

Units No. 2 and 3 Correlation: The recent lease of Unit No. 2 (Travel 2000,
$158.61 per square foot) and Unit No. 3 (Omni NYC, $138.46 per square foot) are
directly supported, after our

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 91

                        MARKET RENT ANALYSIS (Continued)

adjustments, by Comparable No. 2B (400 Madison Avenue, $152.41 per square foot)
and Comparable No. 3 (450 Park Avenue, $158.97 per square foot).

An effective rent in the range of $150.00 per square foot is considered to be
reflective of the investment qualities of the grade level space within Units No.
2 and 3. The preceding effective rent is achieved assuming a 10 year average
lease term, a contract rent of $140.00 per square foot, a step-up of 10.0% in
years no. 4 and 7, a tenant workletter of $5.00 per square foot total and 3
months of free rent.

Units No. 4 Correlation: The recent lease of Unit No. 4 (Sprint USA, $208.33 per
square foot) is approximately 25% higher than Comparable No. 2A (400 Madison
Avenue, $165.18 per square foot) which directly faces it from the northwest
corner of East 47th Street.

The recent lease of Unit No. 4 is considered to reflect premium pricing since
the tenant was granted a short lease term of 5 years (rounded) as compared to
market parameters which suggest 10- to 15-year terms. Consequently, Comparable
No. 2A is given most weight in estimating an effective rent in the range of
$165.00 per square foot for Unit No. 4 based on its proximity and investment
qualities.

The preceding effective rent is achieved assuming a 10 year average lease term,
a contract rent of $160.00 per square foot, a step-up of 10.0% in years no. 4
and 7, a tenant workletter of $5.00 per square foot total and 3 months of free
rent.

UNIT NO. 5: The recent leases of Units No. 2 and 3 and Comparables No. 2B and 3
are also used in estimating a market rent for this unit. The data is considered
to be relevant based on its proximity to and visibility from Madison Avenue. An
effective rent in the range of $75.00 to $80.00 per square foot is estimated
based on its investment qualities and also considering its size.

            Koeppel Tener Real Estate Services Inc Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 92

                        MARKET RENT ANALYSIS (Continued)

The preceding effective rent is achieved assuming a 10 year average lease term,
a contract rent of $75.00 per square foot, a step-up of 10.0% in years no. 4 and
7, a tenant workletter of $5.00 per square foot total and 3 months of free rent.

UNIT NO. 6: As previously discussed, Unit No. 6 is a 2-level above grade unit
with 8,447 square feet of mezzanine space and 4,975 square feet on floor no. 2.
The recent expansion lease of the 2nd floor ($27.56 per square foot), Comparable
No. 4 (575 Lexington Avenue, $23.53 per square foot) and the pricing of Unit No.
1 are considered to be relevant to the rental value of this unit.

Comparable No. 4 (575 Lexington Avenue, $23.53 per square foot): Comparable No.
4 is a lease, dated January, 1996, of 18,290 square feet of second floor space
by a fitness center. The property is located on East 51st. Street with
visibility from Lexington Avenue.

The contract rent equates to $21.00 per square foot, increasing annually by
$1.00 per square foot for years no. 2-5, increasing to $26.00 per square foot in
year no. 6 and $32.00 per square foot in year no. 12. The lease also contains a
base year real estate tax and operating expense contribution. Lastly, the unit
was leased as is with 10.5 months of free rent. Comparable No. 4 is considered
to be relevant to the rental value of Units No. 6 after an upward adjustment due
to its inferior location.

An effective rent in the range of $27.00 to $28.00 per square foot is estimated
for this unit. Our estimate considers the recent expansion lease, Comparable No.
4, the indicated ratio of 30% between grade level space and above grade retail
space ($27.00 per square foot /$90.00 per square foot), and our estimated
effective rent of $28.00 to $29.00 per square foot for the lower floor office
space.

The preceding effective rent is achieved assuming a 10 year average lease term,
a contract rent of $27.00 per square foot, a step-up of 10.0% in years no. 4 and
7, a tenant workletter of $5.00 per square foot total and 3 months of free rent.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                              June 23,1997
New York, New York                                                       Page 93

                        MARKET RENT ANALYSIS (Continued)

RENEWALS: Future renewal leases are assumed to be leased as is with no free rent
for the entire projection period.

The preceding analysis is summarized as follows.

SUMMARY OF RETAIL/COMMERCIAL MARKET RENT ASSUMPTIONS

Market Rent
     Unit No. 1 (Chase Manhattan):      $44.00 per square foot
     Unit No. 2 (Travel 2000):          $140.00 per square feet
     Units No 3 (Omni NYC)              $140.00 per square foot
     Unit No. 4 (Sprint USA):           $160.00 per square foot
     Unit No. 5 (Baci Deli),            $75.00 per square foot
     Unit No. 6 (TSI Fitness):          $27.00 per square foot

Lease Term
     Unit No. 1:                        15 years
     Units No. 2-6:                     10 years

Rent Step-ups
     Unit No. 1:                        10% in years no. 6 and 11.
     Units No. 2-6:                     10% in years no. 4 and 7.

Real Estate Tax Contribution:           Pro-rata share of increases over a base 
                                        year.

Operating Expense Contribution:         None

Work Letter - New Leases:               $5.00 per square foot (total)

Work Letter - Renewal Leases:           None

Free Rent
     Unit No. 1:                        12 months total.
     Units No. 2-6:                     3 months total.

Free Rent - Renewal Leases:             None

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>



<TABLE>
370-392 Madison Avenue                                                                              June 23, 1997
New York, New York                                                                                        Page 94


<CAPTION>
                                       MARKET RENT ANALYSIS (Continued)

                                            370-392 MADISON AVENUE
                                      SUMMARY OF MOST RECENT RETAIL LEASES
- -----------------------------------------------------------------------------------------------------------------
Summary of Most Recent Leases within Subject Property (Retail)
370-392 Madison Avenue        Rentable                                                             (A) Effective
New York, New York                Area                     Lease Date    Contract Rent   Step-up   Contract Rent
No.   Tenant                 (Sq. Ft.)     Level/Floor   Lease Expiry    ($ Per Sq.Ft.)   (Year)   ($ Per Sq.Ft.)
- -----------------------------------------------------------------------------------------------------------------
<S>   <C>                        <C>          <C>              <C>          <C>           <C>         <C>        
1     Travel 2000                1,590        Grade            Jan-97       $141.51        1-2        $158.71    
      Retail Unit No. 2                                        Dec-07        155.66        3-5                   
                                                                 11.0        171.23        6-8                   
                                                                             188.35       9-11                   
                                                                                                                 
                                                                                                  
2     Omni NYC                   1,105        Grade            Jul-97       $140.00        1-3        $138.46    
      Retail Unit No. 3                                        Jun-03        154.00        4-6                   
                                                                  6.0                                            
                                                                                                                 
                                                                                                                 
3     Sprint USA                 1,560        Grade            Mar-97       $208.33        1-5        $208.33    
      Retail Unit No. 4                                        Dec-01                                            
                                                                  4.8                                            
                                                                                                                 
                                                                                                                 
4     TSI Madison                4,975            2            Jun-96        $30.00        1-7         $27.56    
      P/O Retail Unit No. 6                                    Apr-03                                            
                                                                  6.9                                            
                                                                                                                 
                                                                                                                 
- -----------------------------------------------------------------------------------------------------------------


<CAPTION>
No.   Tenant                   Tenant and Landlord Contributions                                                        
- -----------------------------------------------------------------------------------------------------------------
<S>   <C>                      <C>                       <C>                                                           
1     Travel 2000              Real Estate Taxes:        Pro-rata share office increase over a base year                
      Retail Unit No. 2        Operating Expenses:       None                                                           
                               Tenant Electricity:       Direct                                                  
                               Tenant Workletter:        As Is                                                   
                               Rent Concessions:         2 months free rent                                        
                                                                                                                        
2     Omni NYC                 Real Estate Taxes:        Pro-rata share office increase over lease year            
      Retail Unit No. 3        Operating Expenses:       None                                                           
                               Tenant Electricity:       Direct                                                  
                               Tenant Work letter:       As Is                                                   
                               Rent Concessions:         3 months free rent                                        
                               
3     Sprint USA               Real Estate Taxes:        Pro-rata share of increases over a base year                   
      Retail Unit No. 4        Operating Expenses:       None                                                           
                               Tenant Electricity:       Direct                                                  
                               Tenant Workletter:        As Is (Broom Clean)                                     
                               Rent Concessions:         None                                                      
                               
4     TSI Madison              Real Estate Taxes:        Pro-rata share of increases over a base year                   
      P/O Retail Unit No. 6    Operating Expenses:       Pro-rata share of increases over a base year                   
                               Tenant Electricity:       Direct                                                  
                               Tenant Workletter:        As Is (Broom Clean)                                     
                               Rent Concessions:         5 months free rent                                        
- -----------------------------------------------------------------------------------------------------------------

(A) Effective rent model based on cost of capital employing a partial payment factor. 
Source: RREEF Funds; compiled by KTR
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
370-392 Madison Avenues                                                                                                June 23, 1997
New York, New York                                                                                                           Page 95

                                                  MARKET RENT ANALYSIS (Continued)


                                                       370-392 MADISON AVENUE
                                                       COMPARABLE RETAIL RENTS
- ------------------------------------------------------------------------------------------------------------------------------------
Retail Market Rents
370-392 Madison Avenue                                                                                               (A) Effective
New York, New York                      R.A.                   Lease Date      Contract Rent        Step-Up          Contract Rent
No.   Address/Location/Tenant         (Sq. Ft.)      Level    Term (Years)      (Per Sq. Ft)        (Years)          ($ Per Sq. Ft.)
<S>                                    <C>         <C>           <C>           <C>              <C>                         <C>     
1  465 Park Avenue                     13,800      Basement      Mar-97              $100.00         Grade                   $41.08 
   NE/C of East 57th Street             8,000        Grade           21                30.00         Upper                          
   Borders Books                       10,400      2nd Floor                           20.00        Basement                        
                                       10,400      3rd Floor                          $37.55    Weighted Average (1-3)              
                                       ------                                                  
                                       42,600        Total                      10% step-ups                                        
                                                                               every 3 years   
                                                                                               
2  400 Madison Avenue             A     1,650        Grade       Nov-96               150.00           1-3                  $165.18 
   N/W//C of East 47th Street                                        15               165.00           4-6                          
   Eurostar Cafe                                                                      181.50           7-9                          
                                                                                      200.00         10-15                          
                                                                                                                                    
                                                                                               
   Coltek Photo                   B       500        Grade       Jun-95               185.00           1-3                  $152.41
                                                                     10               203.50           4-6                          
                                                                                      223.85           7-9                          
                                                                                      246.23            10                          
                                                                                                                                    
                                                                                               
3  450 Park Avenue                      1,875        Grade       Mar-96              $140.00           1-3                  $158.97 
   SWC of East 57th Street                                           15               154.00           4-6                          
   J.S. Saurez                                                                        169.00           7-9                          
                                                                                      186.34         10-12                          
                                                                                      204.97         13-15                          
                                                                                               
4  575 Lexington Avenue                18,290      2nd Floor     Jan-96               $21.00             1                   $23.53 
   NEC of East 51st Street                                           16    $1.00 per sq. ft.           2-5                          
   New York Sports Club                                                                               6-11                          
                                                                                                     12-16                          
                                                                                                                                    
5  425 Park Avenue                      4,520        Grade       May-95               $94-59           1-5                   $91.03 
   E/S, bet East 54th & 55th Sts.                                    10                97.70          6-10                          
   Sterling National Bank                                                                                                           
                                                                                                                                    
                                                                                                                                    
                                                                                               
6  575 Lexington Avenue                 6,101        Grade       May-95               $86.32           1-5                   $88.32 
   N/E/C of East 51st Street                                         10                91.32          6-10                          
   Staples                                                                                                                          
                                                                                                                                    
                                                                                                                                    


<CAPTION>
No.   Address/Location/Tenant             Tenant and Landlord Contributions                                              
- ------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                         <C>                                                      
1  465 Park Avenue                        Real Estate Taxes:          Pro-rata share of increases over a base year       
   NE/C of East 57th Street               Operating Expenses:         None                                               
   Borders Books                          Electricity                 Sub-metered                                        
                                          Tenant Workletter:          $17.60 per square foot of total area               
                                          Rent Concession             11 months free rent                                
                                                                                                                         
                                                                                                                         
2  400 Madison Avenue             A       Real Estate Taxes:          Pro-rata share of increases over a base year       
   N/W//C of East 47th Street             Operating Expenses:         None                                               
   Eurostar Cafe                          Electricity                 Sub-metered                                        
                                          Tenant Workletter:          As Is
                                          Rent Concession             5 months free rent                 
                                                                                                                         
   Coltek Photo                   B       Real Estate Taxes:          Pro-rata share of increases over a base year       
                                          Operating Expenses:         None                                               
                                          Electricity                 Sub-metered                                        
                                          Tenant Workletter:          As Is              
                                          Rent Concession             6 months free rent                                
                                                                                                                         
3  450 Park Avenue                        Real Estate Taxes:          Pro-rata share of increases over a base year       
   SWC of East 57th Street                Operating Expenses:         None                                               
   J.S. Saurez                            Electricity                 Direct                                       
                                          Tenant Workletter:          As Is               
                                          Rent Concession             3 months free rent                                
                                          Space includes storage basement
                                                                                                                         
4  575 Lexington Avenue                   Real Estate Taxes:          Pro-rata share of increases over a base year       
   NEC of East 51st Street                Operating Expenses:         Pro-rata share of increases over a base year      
   New York Sports Club                   Electricity                 Direct                                       
                                          Tenant Workletter:          As Is              
                                          Rent Concession             10.5 months free rent                                

5  425 Park Avenue                        Real Estate Taxes:          Pro-rata share of increases over a base year       
   E/S, bet East 54th & 55th Sts.         Operating Expenses:         None                                               
   Sterling National Bank                 Electricity                 Direct                                        
                                          Tenant Workletter:          As Is              
                                          Rent Concession             4 months free rent                                
                                          Space includes storage basement
                                                                                                                         
6  575 Lexington Avenue                   Real Estate Taxes:          Pro-rata share of increases over a base year       
   N/E/C of East 51st Street              Operating Expenses:         None                                               
   Staples                                Electricity                 Direct                                       
                                          Tenant Workletter:          As Is            
                                          Rent Concession             None                         
                                                                                                                         

(A) Effective rent model based on cost of capital employing a partial payment factor
Source: [ILLEGIBLE]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 96


                        MARKET RENT ANALYSIS (Continued)


                       MAP OF RETAIL LEASE COMPARABLES


                               [GRAPHIC OMITTED]


           Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New, York, New York                                                      Page 97

                        MARKET RENT ANALYSIS (Continued)

OFFICE STORAGE COMPONENT

The subject property contains 32,572 square feet of office storage space in the
sub-basements of which 21,040 is currently occupied under multi-year leases and
11,532 square feet is vacant and available for lease.

Two renewal leases with Sipser Weinstock and Edward Issacs were signed in the
subject property in July, 1996 and April, 1995, respectively. In addition, 3
comparable rents from the influencing market have also been compiled.

The data reflects contract rents ranging from $13.00 to $17.00 per square foot.
Lease terms range from 5 to 16 years with rent step-ups of $2.00 to $3.00 per
square foot in most of the leases in excess of 5 years. Real estate tax and
operating expense contributions, based on a pro-rata share of increases over a
base year, were identified in only 1 of the comparables.

The space was leased as is, however, free rent of 3 months was evident in 1 of
the leases.

Comparable No. 1A (370-392 Madison Avenue) is a 3-year lease, dated July, 1996,
of 361 square feet of storage space to Sipser, Weinstock, Harper & Dorn. The
lease reflects a contract rent of $15.00 per square foot and no tenant
contributions.

Comparable No. 1B (370-392 Madison Avenue) is a 7.5-year lease, dated April,
1995, of 1,368 square feet of storage space to Edward Issacs. The lease reflects
a contract rent of $15.00 per square foot, increasing to $17.50 per square foot
after 2.5 years. The lease contains no tenant contributions.

Comparable No. 2 (10 East 53rd Street) reflects a 10-year, dated March, 1996, of
9,727 square feet of storage space to Versace. The lease reflects a contract
rent of $17.00 per square foot, increasing to $20.00 per square foot in year no.
6. It contains no real estate tax or operating expense contributions.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 98

                        MARKET RENT ANALYSIS (Continued)

Comparable No. 3 (1633 Broadway) is a 5-year renewal lease, dated October, 1995,
of 2,000 square feet by the Power Authority of the State of New York. The lease
is fixed at $16.00 per square foot for the entire term. It contains real estate
tax and operating expense contributions based on a pro-rata share of increases
over a base year and $0.75 per square foot for electricity. The space was leased
as is with no free rent.

Comparable No. 4 (1141 Sixth Avenue) is a 16-year lease, dated February, 1995,
of 2,376 square feet by Dow Jones & Co. The contract rent equates to $15.00 per
square foot, increasing to $17.00 per square foot in year no. 7 and $20.00 per
square foot in year no. 12. It contains no real estate tax and operating expense
contributions but electricity is provided at $0.50 per square foot. The space
was leased as is with 3 months of free rent.

CORRELATION

The most recent leasing activity within the subject property is generally
consistent with the comparable data developed from the influencing market. As
such, it is given most weight in estimating a base year contract rent of $15.00
per square foot.

In addition, a 12 year average lease term is projected along with rent step-ups
of $2.00 per square foot every 4 years. The space is assumed to be leased as is
with no free rent. Further, all future office storage leases are not assumed to
contain real estate tax or operating expense contributions.

The preceding estimates are clearly supported by the comparable data and most
recent leasing activity within the subject property.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Page 99

                        MARKET RENT ANALYSIS (Continued)

SUMMARY OF OFFICE STORAGE MARKET RENT ASSUMPTIONS

Market Rent:                         $15.00 per square foot average

Lease Term:                          12 years

Rent Step-ups:                       $2.00 per square foot every 4 years (Years 
                                     No. 5 and 9).

Real Estate Tax Contributions:       None

Operating Expenses:                  None

Work Letter:                         Space leased As Is; none on renewal

Free Rent:                           None; none on renewal

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>

370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 100


<TABLE>
<CAPTION>
                                     MARKET RENT ANALYSIS (Continued)

                                          370-392 MADISON AVENUE
                                          COMPARABLE GARAGE RENTS
- ---------------------------------------------------------------------------------------------------------
Summary - Storage Market Rents
370-392 Madison Avenue
New York, New York                             R.A. (Sq.Ft.)          Lease Date          Contract Rent
No.            Address                                Tenant        Term (Years)          ($ Per Sq.Ft.)          
- ---------------------------------------------------------------------------------------------------------
<S>                                        <C>                            <C>                  <C>
1     370-392 Madison Avenue    A                        361              Jul-96               $15.00             
                                           Sipser, Weinstock                   3                                  
                                               Harper & Dorn                                                      
                                                                                                                  
                                                                                                                  

                                B                      1,368              Apr-95               $15.00             
                                               Edward Issacs                 7.5                17.50             
                                                                                                                  
                                                                                                                  
                                                                                                                  

2     10 East 53rd Street                              9,727              Mar-96               $17.00             
                                                     Versace                  10                20.00             
                                                                                                                  

3     1633 Broadway                                    2,000              Oct-95               $16.00             
                                             Power Authority                   5                                  
                                           State of New York                                                      

4     1141-1155 Sixth Avenue                           2,376              Feb-95               $15.00             
      W/S, bet West 44th and                       Dow Jones                16.2                17.00             
      West 45th Streets                                                                         20.00             
                                                                                                                  
<CAPTION>

No.   Address                              Step-Up Tenant and Landlord Contributions                                    
- ------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                           <C>
1     370-392 Madison Avenue    A              1-3 Real Estate Taxes:      None                                         
                                                   Operating Expenses:     None                                         
                                                   Tenant Electricity:     Direct                                       
                                                   Tenant Workletter:      As Is                                        
                                                   Rent Concession:        None                                         
                                                                                                                        
                                B            1-2.5 Real Estate Taxes:      None                                         
                                             2.6-7 Operating Expenses:     None                                         
                                                   Tenant Electricity:     Direct                                       
                                                   Tenant Workletter:      As Is                                        
                                                   Rent Concession:        None                                         
                                                                                                                        
2     10 East 53rd Street                      1-5 Real Estate Taxes:      None                                         
                                              6-10 Operating Expenses:     None                                         
                                                   Tenant Electricity:     N.A.                                         
                                                                                                                        
3     1633 Broadway                            1-5 Real Estate Taxes:      Pro-rata share of increases over a base year 
                                                   Operating Expenses:     Pro-rata share of increases over a base year 
                                                   Tenant Electricity:     $0.75 per square foot (Inclusion)            
                                                                                                                        
4     1141-1155 Sixth Avenue                   1-6 Real Estate Taxes:      None                                         
      W/S, bet West 44th and                  7-11 Operating Expenses:     None                                         
      West 45th Streets                      12-16 Tenant Electricity:     $0.50 per square foot (Inclusion)            
                                                   Tenant Workletter:      As Is                                        
                                                   Rent Concession:        3 months free rent                           
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: KTR market research



          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 101

                        MARKET RENT ANALYSIS (Continued)

GARAGE COMPONENT

As previously discussed, the subject property contains an underground parking
garage containing 44,452 square feet of rentable area which equates to 150
licensed spaces. The garage component is accessed via curb cuts on East 46th
Street.

It is currently encumbered under a long term lease (November, 1989 dated;
October, 2004 expiration) to Meyers Parking Systems. The current contract rent
equates to $6,833.33 per space which further equates to $23.06 per square foot
of rentable area. The lease also contains a real estate tax contribution based
on a 3.5% share of increases over a base year.

Five current market leases, signed between May, 1995 and November, 1996. A
scarcity of current rental data was evident from the immediate area.
Consequently, our search was expanded. to include the residential and commercial
office markets of Manhattan.

The comparable data ranges from $3,000 to $4,500 per space. The low end reflects
a November, 1996 lease of a 150 space garage within a luxury residential
building at the northwest corner of Third Avenue and East 94th Street. The upper
end reflects an early 1996 lease of a 100 space garage within a 20-story luxury
residential condominium which is located on the southwest corner of Park Avenue
and East 39th Street.

Lease terms range from 10 to 20 years. Rent step-ups, as available, range from
7% to 12% adjusted every 2 to 6 years. The upper end of the range does not
contain any real estate tax contribution, however, the remaining leases all
contain a pro-rata share of increases over a base year.

CORRELATION

The current contract rent within the subject property ($6,833.33 per space) is
well above the range of comparable data ($3,000 to $4,500 per space). The
parking component within the subject property

            Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 102

                        MARKET RENT ANALYSIS (Continued)

garage appears to be operating at full capacity based on our cursory inspection.
Further, we have no knowledge that the lease payments are not being paid as
stipulated. In conclusion, it is our opinion that a contract rent of $5,000 per
space reflects the investment qualities of the garage component within a prime
Midtown Manhattan location.

In addition, a 10 year average lease term is projected along with a rent step-up
of 10% in year no. 6. The space is assumed to be leased as is with no free rent.
Lastly, the future lease of the garage component is assumed to contain a real
estate tax contribution based on a pro-rata share of increases over a base year,
but no operating expense contributions.

SUMMARY OF GARAGE MARKET RENT ASSUMPTIONS

Market Rent:                                 $5,000.00 per licensed space

Lease Term:                                  10 years

Rent Step-ups:                               10% in year no. 6.

Real Estate Tax Contributions:               Pro-rata share of increases over a 
                                             base year.

Operating Expenses:                          None

Work Letter:                                 Space leased As Is; none on renewal

Free Rent:                                   None, none on renewal

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>

370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 103


<TABLE>
<CAPTION>
                        MARKET RENT ANALYSIS (Continued)

                             370-392 MADISON AVENUE
                             COMPARABLE GARAGE RENTS
- --------------------------------------------------------------------------------
Summary - Garage Market Rents
370-392 Madison Avenue
New York, New York               Licensed      Lease Date     Contract Rent 
No.            Address             Spaces    Term (Years)    ($Per Sq. Ft.)   
- --------------------------------------------------------------------------------
<S>                                  <C>      <C>                <C>
1    Carnegie Park                   150        Nov-96           $3,000       
     200 East 94th Street                        12.0             3,360       
     N/W/C of 3rd Avenue                                                      

2    101 West 56th Street            196        Mar-96           $3,061       
     N/W/C of 6th Avenue                         10.0              N.A.       
                                                                              

3    80 Park Avenue                  100      Early 1996         $4,500       
     S.\/W/C of East 39th St.                    15.0              N.A.       
                                                                              

4    13-17 East 54th Street          350        Oct-95           $3,500       
     N/S, bet Fifth & Madison                    20.0              N.A.       
     Avenues                                                                  

5    One New York Plaza              210        May-95           $4,286       
     S/W/C of Water &                            13.0             4,690       
     Whitehall Streets                                            5,000       

<CAPTION>

Step-Up  Tenant and Landlord Contributions                                      
- --------------------------------------------------------------------------------
<S>                              <C>
    1-6  Rent Estate Taxes:      Pro-rata share of increase over a base year   
   7-12  Operating Expenses:     None                                          
         Tenant Electricity:     Direct                                        
                                                                               
      1  Rent Estate Taxes:      Pro-rata share of increase over a base year   
   2-10  Operating Expenses:     None                                          
         Tenant Electricity:     Direct                                        
                                                                               
      1  Rent Estate Taxes:      Pro-rata share of increase over a base year   
   2-15  Operating Expenses:     None                                          
         Tenant Electricity:     Direct                                        
                                                                               
      1  Rent Estate Taxes:      Pro-rata share of increase over a base year   
   2-20  Operating Expenses:     None                                          
         Tenant Electricity:     Direct                                        
                                                                               
      1  Rent Estate Taxes:      None                                          
    2-3  Operating Expenses:     None                                          
   4-13  Tenant Electricity:     Direct                                        
- --------------------------------------------------------------------------------
</TABLE>

Source:  KTR market research



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>



370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 104

                              HIGHEST AND BEST USE

Highest and Best Use is defined by the Appraisal Institute in The Dictionary of
Real Estate Appraisal, Third Edition, Chicago, Illinois, 1993, as:

     The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the Highest and Best Use must meet are legal permissibility,
     physical possibility, financial feasibility, and maximum
     profitability.

There are typically two Highest and Best Use scenarios: The Highest and Best Use
of the property as improved and the Highest and Best Use of the site as if
vacant. In each case, the use must pass four "tests"; it must be physically
possible, legally permissible, financially feasible and maximally productive.

HIGHEST AND BEST USE AS VACANT

The site can physically accommodate most uses: residential, commercial and
industrial. The subject property is located in a zoning district that permits a
wide range of commercial uses, including mixed-use residential and commercial
buildings. The maximum developable building area is limited to 533,220 square
feet of rentable area before any available bonuses

The subject site represents a large irregular building site located on the west
side of Madison Avenue between East 46th and East 47th Streets. Its size and
configuration suggests that a number of alternative developments could be
physically accommodated on the site. Further, the subject property is
conveniently situated on the northern and southern boundaries of a Grand
Central and Fifth/Madison Avenue office sub-market, respectively within a
Midtown Office Market.

Based upon the surrounding uniformity of commercial office uses, the Highest and
Best Use of the subject site as if vacant would be for its eventual development
into a first-class office building. The development of the site will most likely
not occur until market rents increase to a level justifying new construction.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 105

                        HIGHEST AND BEST USE (Continued)

HIGHEST AND BEST USE AS IMPROVED

The subject property is improved with a 25-story Class "A" office building
containing 798,545 square feet of above grade rentable area. The existing total
above grade area exceeds that as allowed by current zoning before bonuses by
49.8% (265,325 square feet).

The hypothetical value of the site would be $441 per square foot of total lot
area assuming the entire year no. I stabilized net operating income of the
subject property from existing short term leases and contractual obligations was
available to the land at an estimated rate of 8.0% ($18,828,777 / 0.08/ 533,220
square feet). We believe that the value of the underlying land of the subject
property is less than $441 per square foot of allowable buildable area., based
on our knowledge of local land values, thus indicating a fair return to the
land.

The improvements are in very good condition and the subject property is well
suited to meet the demands of the Class "A" office market. As improved, the
development of the subject property is consistent with the Highest and Best Use
of the property as though vacant. Since the improvement makes a contribution to
value, the continuation of the existing use is justified and there is no
alternative  that would economically justify the demolition of the existing
improvements. Therefore, the Highest and Best Use of the subject property, as
improved, is for its continued use as a multi-tenanted commercial office
building.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 106

                             WE VALUATION PROCEDURE

There are 3 traditional approaches which can be employed in establishing the
market value of the subject property. These approaches and their applicability
to our valuation are summarized as follows:

THE INCOME CAPITALIZATION APPROACH

The theory of the Income Capitalization Approach is based on the premise that
present value is the value of the net income and reversionary value the property
will produce for the remainder of its productive life or over a reasonable
holding (ownership) period. We have utilized the Discounted Cash Flow Analysis
technique to process this income stream.

In our Discounted Cash Flow Analysis, we will convert equity cash flows
(including cash flows and equity reversion) into value utilizing a discount rate
(or internal rate of return). The discount rate will be derived from a
comparative analysis of rates used by recent buyers of major office buildings.
We have appraised the subject property, free and clear of financing, subject to
existing short term contractual leases and obligations.

The results of the Discounted Cash Flow Analysis are usually the primary value
indicator for properties such as the subject property. "Investor-purchasers"
expect a reasonable rate of return on their equity investment based on the
ownership risks involved; this approach closely parallels the investment
decision process.

The direct capitalization method is a secondary method in which the net
operating income is divided a market derived capitalization rate into value. The
direct capitalization method is not employed considering the complexity of the
underlying lease terms encumbering the subject property.

           Koeppel Tener Real Estate Services, Inc. Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 107

                       THE VALUATION PROCEDURE (Continued)

THE SALES COMPARISON APPROACH

The Sales Comparison Approach is an estimate of value based upon a process of
comparing recent sales of similar properties in the surrounding or competing
areas to the subject property. Inherent in this approach is the principle of
substitution which is central to this approach.

The application of this approach consists of comparing the subject property with
similar properties of the same general type which have been sold recently or
currently are available for sale in competing areas. This comparative process
involves judgment as to the similarity of the subject property and the
comparable sale with respect to many value factors such as location, contract
rent levels, quality of construction, reputation and prestige, age and
condition, among others. The estimated value through this approach represents
the probable price at which the subject property would be sold by a willing
seller to a willing and knowledgeable buyer as of the date of value.

A search of recent sales within the Midtown office market has identified 6
current Leased Fee and 1 Leasehold Interest sales. Employing this data, the
Sales Comparison Approach is utilized in our valuation.

THE COST APPROACH

The application of the Cost Approach is based on the principle of substitution.
This principle may be stated as follows: no one is justified in paying more for
a property than that amount by which he or she can obtain, by purchase of a site
and construction of a building, without undue delay, a property of equal
desirability and utility. In the case of a new building, no deficiencies in the
building should exist.

In the case of income-producing real estate, the cost of construction plays a
minor and relatively insignificant role in determining market value. The Cost
Approach is typically only a reliable indicator of value for: (a) new
properties; (b) special use properties; and (c) where the cost of reproducing
the improvements is easily and accurately quantifiable and there is no economic
obsolescence.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 108

                       THE VALUATION PROCEDURE (Continued)

In all instances, the issue of an appropriate entrepreneurial profit - the
reward for undertaking the risk of construction, remains a highly subjective
factor. Further, the determination of accrued depreciation within income
producing real estate is a highly subjective process. Considerate of such, this
approach would lend little insight into the valuation of the subject property
and has been excluded.

RECONCILIATION

The valuation procedure is concluded via a review of the approaches to value
employed. The reliability of the market data utilized and the overall
applicability of each approach are re-examined. Based upon this analysis, the
value indications are reconciled and a final estimate is concluded.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 109

                       THE INCOME CAPITALIZATION APPROACH

METHODOLOGY

Investors in income producing real estate typically make a forecast of net
operating income and cash flow over a period of time typically ranging from 10
to 15 years. The investor will then determine a purchase price which will
provide a return on and of the asset and justify the degree of risk inherent in
the proposed investment.

The aforementioned is developed through 2 methods: the Discounted Cash Flow
Analysis and the Direct Capitalization Method.

DISCOUNTED CASH FLOW ANALYSIS: The major tasks involved in such an approach to
valuing the subject property are enumerated as follows:

1.   Analysis of the projected contract rental income stream, based upon the
     current rent roll; establishing the market rent levels for the types of
     space, projection of future annual revenues for a period coinciding with
     major lease roll-overs, probable lease renewals at market rates, and
     probable vacancy and credit losses.

2.   Analysis of projected other income including operating expense and real
     estate tax contributions.

3.   A projection of future operating expenses, real estate taxes, and
     management fees, based upon the analysis of the subject property's actual
     operating history and the experience at other comparable buildings.

4.   A derivation of the most probable annual net operating income to be
     generated by the property over the projection period by subtracting all
     property expenses from the effective gross income.

5.   Projection of costs for tenant workletters, leasing commissions and capital
     improvements considered necessary throughout the projection period.

6.   Conversion of the projected net operating income to annual cash flow by
     deducting, if applicable, tenant workletters, leasing commissions and
     capital improvements.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 110

                   INCOME CAPITALIZATION APPROACH (Continued)

7.   Estimation of a re-sale price at the end of the investment period by
     applying an appropriate overall capitalization rate to the forecasted next
     year net operating income and deducting the appropriate selling costs which
     include recording taxes and brokerage fees.

8.   Determination of a discount rate (yield rate or internal rate of return)
     which would attract a prudent investor to invest in a similar situation
     with comparable degrees of risk, non-liquidity, and management burden.

9.   Conversion of the pre-tax cash flows into a present value by discounting at
     the proper yield rate.

The results of this analysis provide an estimate of the value of the property,
free and clear of financing. The resultant pre-tax cash flows are contained in
the accompanying cash flow pro forma

DIRECT CAPITALIZATION: A stabilized single year's forecast of Net Operating
Income is converted into a value estimate by use of an overall capitalization
rate developed from the improved sales data. The Direct Capitalization method is
not employed based on the complexity of the existing leases and obligations
within the subject property.

The Income Capitalization Approach to value is now processed based upon
investment considerations and a methodology already discussed and our first year
revenue and expense projections through a defined projection period. Projections
are made in conformance with the standard accounting methods for office
buildings, thereby enabling comparison with other properties.

ASSUMPTIONS UTILIZED IN DISCOUNTED CASH FLOW PROJECTIONS

The following assumptions and definitions are employed in our analysis of the
subject property.

PROJECTION PERIOD: The estimated value of the subject property by a discounted
cash flow analysis is based on a cash flow projection over a specified number of
years. Since a typical investor is concerned not only with the return on capital
but also with the return of capital, our analysis takes into

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New, York, New York                                                     Page 111

                   INCOME CAPITALIZATION APPROACH (Continued)

account the re-sale of the property at the termination of the investment holding
period.

Two cash flow projections are presented at the client's request.

CASH FLOW NO. 1: Cash Flow No. 1 is the projected calendar year cash flow
subject to the existing long term master lease. It represents a 16.5 year
holding period, beginning July 1, 1997, with the net operating income of the
18th calendar year (C.Y.E. 12/31/14) used in developing the future reversionary
value.

This holding period is selected because the master lease will have expired and
the Leasehold Interest will have reverted to the Leased Fee Interest. Further,
the entire portfolio of existing short term leases and contractual obligations
(100%) will have expired and been subsequently re-leased at the then current
market rents.

CASH FLOW NO. 2: Cash Flow No. 2 is the projected fiscal year cash flow subject
to existing short term leases and contractual obligations, but exclusive of the
master lease. It represents a 10 year holding period, beginning July 1, 1997,
with the net operating income of the 11th fiscal year (F.Y.E. 6/30/08) used in
developing the future reversionary value.

This holding period is selected because 92% of the existing portfolio of
pre-1996 leases will have expired and been subsequently re-leased at the then
current market rents. The impact on value of the leases expiring subsequent to
our projection period is addressed in our selection of a terminal capitalization
rate.

RENTABLE AREA: The individual rentable areas reported in the subject property
are accepted and processed accordingly. The total rentable area equals 897,602
square feet of which 818,719 square feet encompasses the retail and office
components, 44,452 square feet encompasses the garage

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 112

                   INCOME CAPITALIZATION APPROACH (Continued)

component, 1,859 square feet encompasses the retail storage component and 32,572
square feet encompasses the office storage component.

PRO-RATA SHARES: The pro-rata shares indicated in the leases are processed
accordingly. The equivalent denominator equates to 762,940 square feet for real
estate taxes and 692,198 square feet for operating expense contributions.

The total retail, office and garage rentable area (863,171 square feet) is the
assigned denominator for computing real estate tax contributions on all future
leases. The total of the office component (769,365 square feet) is the assigned
denominator for computing operating expense contributions on all future office
leases.

MASTER LEASE: As previously discussed in the Summary of Existing Leases, the
existing lease encumbering the subject property represents a contractual
obligation which is processed in accordance with existing lease terms.

CONTRACT RENT FROM EXISTING SHORT TERM LEASES: As previously discussed in the
Summary of Existing Leases, the existing leases encumbering the subject property
represent contractual obligations which are consistent with current market
parameters. The existing contract rents are processed in accordance with
existing lease terms.

The existing office lease to U.S. Sprint (70,000 square feet on floors no. 6 and
7) will be partially surrendered with 25,520 square feet on floor no. 7 vacated
as of December 31, 1997. This is processed accordingly within the discounted
cash flow analysis.

The lease to Varig Brazillian Airlines contains 2 step-ups based on the greater
of the ending rent or 95% and 85% of the Fair Market Rental Value as of
September, 2000 and September 2005,

            Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 113

                   INCOME CAPITALIZATION APPROACH (Continued)

respectively. The estimated market rent, which is well below the total of
current contract rent and tenant contributions ($51.00 per square foot), will
not outgrow the current total income during the remaining years of the lease. As
such, the existing contract rent and current base years are processed for the
remainder of the lease.

RENEWAL OPTIONS: As mentioned in the Summary of Existing Leases, renewal options
are reported in many of the leases at the greater of the ending contract rent
plus tenant contributions or the "Fair Market Rental Value". There are no
existing leases with pre-determined rents.

Since the options are at Fair Market Value we have not assumed that the tenant
will exercise any option at that time. The impact of this option is assumed to
be reflected in our estimated renewal probability and downtime between leases
which discussion follows.

LEASE-UP OF VACANT SPACE: The following lease-up scenario is projected for the
subject property based upon our analysis of market conditions within the
influencing retail and office markets.

Office Component: It is our opinion that the 104,358 square feet of available
office space is assumed to be leased over the next 24 months in quarterly
installments beginning October 1, 1997.

Retail Component: There is no retail space currently available.

Storage Component: It is our opinion that the 21,040 square feet of available
storage space is also assumed to be leased over the next 24 months in quarterly
installments beginning October 1, 1997.

MARKET RENTAL RATES: The following is a summary of the market rental rates
assumed in our analysis. The following rents are expressed in present value
dollars.

            Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                              June 23,1997
New York, New York                                                      Page 114

                   INCOME CAPITALIZATION APPROACH (Continued)

Office Component
     Low Floors (Nos. 2-12):            $37.00 per square foot
     Upper Floors (Nos. 13-25):         $39.00 per square foot

Retail/Commercial Component
     Unit No. 1 (Chase Manhattan):      $44.00 per square foot
     Unit No. 2 (Travel 2000):          $140.00 per square feet
     Unit No. 3 (Omni NYC):             $140.00 per square foot
     Unit No. 4 (Sprint USA):           $160.00 per square foot
     Unit No. 5 (Baci Deli):            $75.00 per square foot
     Unit No. 6 (TSI Fitness):          $27.00 per square foot

Storage Component:                      $15.00 per square foot (average)

Garage Component:                       $5,000.00 per space (average) which 
                                        equates to $16.87 per square foot.

FUTURE LEASE TERMS AND RENT STEP-UPS: The following future lease terms and rent
step-ups are assumed within this analysis.

Office Component:                        12 years (average) with step-ups of 
                                         $3.00 per square foot in years no. 5 
                                         and 9.

Retail Component
     Unit No. 1 (Chase Manhattan):       15 years with a 10.0% step-up in years 
                                         no. 6 and 11.
     Units No. 2-6:                      10 years with a 10.0% step-up in years 
                                         no. 4 and 7.

Storage Component:                       12 years with $2.00 per square foot 
                                         step-ups in years no. 5 and 9.

Garage Component:                        10 years with a 10.0% step-up in year 
                                         no. 6.

APPRECIATION FACTORS: The following appreciation factors are projected based on
the extensive net absorption within the Grand Central office sub-market, the
emerging equilibrium of the Midtown office market and improving overall economic
conditions.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 115

                   INCOME CAPITALIZATION APPROACH (Continued)

Market Rents:                            2.0% for calendar year 1997 
                                         (7/1-12/31/97) and 4.0% per calendar 
                                         year thereafter. The average annual 
                                         rate of growth for the fiscal year 
                                         projection period equates 4.0%.

Other Income:                            4.0% per year beginning 1/1/97.

Operating Expenses:                      4.0% per year beginning 1/1/97.
(Inclusive of Tenant Workletters)

Real Estate Taxes:                       Variable based on Transitional/Target 
                                         phase-in.

REAL ESTATE TAX Contributions: All office, retail and garage tenants, exclusive
of Southeast Research Partners, are required to pay an additional charge based
on the tenant's pro-rata share of increases in real estate taxes over a base
year. Escalation income is computed in accordance with existing lease terms. All
future leases are projected to include a pro-rata share of increases in real
estate taxes over the base year of the lease.

PORTER'S WAGE CONTRIBUTION: A limited number of office and retail leases within
the subject property contain a provision which calls for an additional charge
based on increases in the "porter's wage rate without fringe". This technique is
one of the methods used in lieu of a pro-rata share of direct operating expenses
over a base year and/or annual rent step-ups.

The Porter's Wage is an hourly wage rate negotiated between the New York City
Real Estate Board's Realty Advisory Board on Labor Relations and the Building
Employees Union. Porter's Wage has five classifications: Handyperson,
Foreperson, Starter, Others, and Guards. Each classification is treated
separately for Class "A", "B", and "C" office buildings.

The porter's wage index has been an accepted index in the New York Metropolitan
area for recovering increases in a building's operating expenses, however, it is
now rarely used within current leases within

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>
370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 116

                   INCOME CAPITALIZATION APPROACH (Continued)

modern Class "A" office buildings due to market competition.

The formula used is as follows:

(1)  The appropriate porter's wage rate is selected. The subject property uses
     the "Class A Others" rate without fringe. The actual 1997 wage rate is
     $15.15 per hour, increasing to $15.61 for calendar year 1998.

(2)  The current wage rate is deducted from the base year's wage rate.

(3)  The difference is applied to a multiple which has been negotiated in the
     individual lease which is then multiplied by the tenant's rentable area.
     The subject property uses primarily a 1.00 to 1.00 multiple which is
     referred to as a "penny to penny".

Escalation income is computed in accordance with existing lease terms, however,
the porter's wage method of contribution is not used on any future leasing
activity.

OPERATING EXPENSE CONTRIBUTION: All office tenants, exclusive of those tenants
with Porter's Wage contributions and Southeast Research Partners, are required
to make operating expense contributions. These individual contributions are
based on a pro-rata share of increases over a base year in the direct operating
expenses of the building.

This technique is an accepted method within the Manhattan office market and is
used as an alternative to the Porter's Wage Contribution and/or annual rent
step-ups. A direct operating expense contributions is the prevalent means of
recovering increases in operating expenses within the subject property.

Escalation income is computed in accordance with existing lease terms. Further,
operating expense contributions are processed accordingly on all future office
leases.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 117

                   INCOME CAPITALIZATION APPROACH (Continued)

TENANT ELECTRIC CONTRIBUTION: Electricity is distributed throughout Manhattan
office buildings in either of 3 ways: (1) by a direct meter between Con Edison
and the tenant for electric consumption; (2) by a sub-meter between the landlord
and the tenant for electric consumption with a small add-on (up to 15% for
administration); (3) and last, by rent inclusion. By rent inclusion, the
landlord bills the tenant, in addition to contract rent, a specific amount for
electric consumption. This is a common practice within the Manhattan office
market since a building owner can acquire electricity from Con Edison at a
favorable price due to bulk purchase.

Tenant electricity is primarily distributed within the subject property through
a direct meter, however, 140,293 of space is distributed electricity on an
inclusionary basis at rates ranging from $2.00 to $4.00 per square foot. Tenant
electricity on an inclusionary basis is not processed since the submitted
financial statements reflect the historical costs of common area electricity
only.

All future leases are assumed to be direct metered for electric service.

OTHER INCOME: Miscellaneous income includes the use of drop box locations for
United Parcel Service and Federal Express and miscellaneous landlord services.
Miscellaneous income reportedly equates to approximately $95,000 per year. Base
year other income of $95,000 is processed accordingly.

TENANT WORKLETTER ALLOWANCE: Future new office leases are assumed to contain
tenant workletters equivalent to $4.00 per square foot per lease year. This
estimate equates to individual tenant workletters of $48.00 per square foot for
a new 12 year lease. Renewal office leases are processed with a tenant
workletter equivalent to 40% of the cost of a new lease. This additional
estimate equates to $19.20 per square foot.

New future retail leases are assumed to include a tenant workletter of $5.00 per
square foot, however,

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 118

                   INCOME CAPITALIZATION APPROACH (Continued)

no tenant workletter is assumed for renewal.

All new and renewal storage leases and garage leases are assumed to be leased as
is.

RENT CONCESSIONS: Future new office leases through December 31,1999 are assumed
to contain free rent of 0.8 months per lease year which equates to 10 months
total for a 12-year lease.

After 1999, a 50% reduction in free rent is assumed for the remainder of the
projection period as the supply and demand for commercial office space within
the Midtown office market will be/at near equilibrium. Office renewals are not
afforded any free rent.

The future lease of retail/commercial Unit No. l is assumed to contain 12 months
of free rent. The remaining units are assumed to contain 3 months of free rent.
None of the retail/commercial leases are assumed to contain free rent on
renewal.

All new and renewal storage and garage leases are assumed to contain no free
rent.

LEASE RENEWAL PROBABILITY: Renewal probabilities upon lease expiration are
assigned as follows:

1.   A 65% renewal probability is assigned to the individual retail stores
     (Units No. 2-6) and the garage component based on the high occupancy within
     the subject property and considering the dynamics of the Grand Central
     office and retail trade area.

     A 0% renewal probability is assigned to Unit No. 1 (Chase Manhattan Bank)
     based on the likelihood that the space will be vacated upon expiration
     since Chase Manhattan has closed its retail banking branch. A 65% renewal
     probability is assigned on all subsequent leases.

2.   A 60% renewal probability is assigned to all office and storage space. This
     estimate considers the long standing commitment of several large space
     users to the subject property and the declining supply of large contiguous
     floors with modern Class "A" office space with "state of the art" building
     systems.

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 119

                   INCOME CAPITALIZATION APPROACH (Continued)

MONTHS VACANCY BETWEEN LEASES: This analysis assumes the following vacancy upon
lease expiration for the entire cash flow. This lost income is identified in the
cash flow as Lag Vacancy.

1.   A 4 month actual vacancy between leases is assigned to Units No. 2-6 of the
     retail/commercial component and the garage component. This estimate equates
     to a 12 month vacancy for a new lease and 0 month vacancy for a renewal
     lease based on the previously estimated renewal probability (12 months x
     (1-65%)).

2.   A 6 month actual vacancy between leases is assigned to the
     retail/commercial unit no. 1. This estimate equates to a 17 month vacancy
     for a new lease and 0 month vacancy for a renewal lease based on the
     previously estimated renewal probability (17 months x (1-65%)).

     A 6 month actual vacancy between leases is assigned to all office space and
     office storage space. This estimate equates to a 15 month vacancy for a new
     lease and 0 month vacancy for a renewal lease based on the previously
     estimated renewal probability (15 months x (1-60%)).

CREDIT LOSS: A 1.5% credit loss is assumed for all income throughout the cash
flow projection. This estimate is consistent with investor surveys and
reflective of the concentration in income from 6 prominent tenants.

LEASING COMMISSIONS: The standard Manhattan leasing commissions for office and
retail space are as follows: 5.0% for year 1, 4.0% for year 2, 3.5% for years 3
to 5, 2.5% for years 6 to 10 and 2.0% for years 11 to 20. The standard leasing
commission equates to 19.5% for a new 5-year lease, 32.0% for new 10-year
leases, 42.0% for new 15-year leases and 52.0% for new 20-year leases. Further,
renewal commissions are calculated at 50% of the new lease rate, and commissions
are assumed paid in the first year of all new and renewal leases.

Conversations with local brokers and building managers reveal that office
brokers require an additional 50% of the standard leasing commission when an
office tenant has retained its own broker. As such, an additional 25% commission
(a/k/a over-ride) is included because leasing

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 120

                   INCOME CAPITALIZATION APPROACH (Continued)

commissions are negotiable and because there are several resourceful
managing/leasing agents which area directly capable of generating interest in
the subject property. Our estimate also considers the fact that office tenants
in today's market will typical retain the use of an independent broker.

The following leasing commissions are assumed to be paid on all future retail
and office leases.

Future leases for storage space and the garage component are assumed to be
exclusive of any leasing commissions.

     Retail Lease (15 years):         42.0% (Standard 42.0% x 0.0% override).
     Retail Lease (10 years):         32.0% (Standard 32.0% x 0.0% override).
     Office Lease (12 years):         45.0% (Standard 36.0% x 25% override).

OPERATING EXPENSES

Operating expenses are projected based upon an analysis of the reported
operating history of the subject property and a comparison with other similar
office buildings. The actual operating expenses of the subject property for the
calendar years 1994 and 1995 and budget 1996 are summarized, discussed and
analyzed with operating expenses of similar properties. The data is then
correlated into a stabilized expense. The compilation of the historical expenses
for the subject property and the comparables are summarized at the end of this
section.

The level of operating expenses are generally in direct relationship to the
occupancy rate of an income-producing property. Consequently, we have utilized
the variable expense feature of the Project+Plus software program in our
estimates of tenant cleaning.

Tenant cleaning will be impacted since cleaning costs are based on contracted
manpower requirements in cleaning occupied office units. Lastly, it is our
opinion that the actual costs of the other expenses of

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 121

                   INCOME CAPITALIZATION APPROACH (Continued)

the subject property will not decline unless a significantly higher percentage
of the building is to be vacated.

The historical operating expenses of the subject property are analyzed on the
basis of its reported rentable office and retail area of 818,719 square feet.
The operating expenses for the calendar year are subsequently converted to a
fiscal year basis by the Project+Plus software program.

ESTIMATE OF FIRST YEAR OPERATING EXPENSES

Stabilized operating expenses are estimated as follows based upon our review of
the actual operating history of the subject property with that of similar
Manhattan office buildings. The estimated expenses reflect stabilized occupancy.

INSURANCE: This category covers the cost of annual premiums for fire and
liability insurance for the real estate. The historical expense of the subject
property equates to $0.21 per square foot for 1994 and 1995 and $0.22 per square
foot for budget 1996, averaging $0.21 per square foot.

The historical expense of the subject property is consistent with the comparable
data which ranges from $0.16 to $0.28 per square foot, averaging $0.23 per
square foot. It is difficult to reconcile the subject property with the
comparable data since the scope and dollar liability of the coverage varies, and
since premium payments are sometimes spread out over successive years. In
addition, multiple buildings under single ownership are also able to obtain a
blanket policy at a discounted rate.

The historical expense of the subject property is given equal weight in
estimating a calendar year 1997 stabilized expense of $0.23 per square foot
which equates to $188,305 per year.

WATER AND SEWER: This cost represents water and sewer service from the City of
New York. The historical expense of the subject property equates to $0.07 per
square foot for 1994 and $0.04 per

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 122

                   INCOME CAPITALIZATION APPROACH (Continued)

square foot for 1995 and budget 1996, averaging S0 05 per square foot.

The historical expense of the subject property is consistent with the low end of
the comparable data which ranges from $0.05 to $0.08 per square foot, averaging
$0.07 per square foot. The actual 1995 and budget 1996 expense of the subject
property are given weight in estimating a calendar year 1997 stabilized expense
of $0.05 per square foot, which equates to $40,936 per year.

FUEL: The unit cost of the subject property's Con Ed steam system equates to
$0.14 per square foot for 1994, $0.11 per square foot for 1995 and $0.16 per
square foot for budget 1996, averaging $0.14 per square foot.

The historical expense is consistent with the low end of the comparable data
(all steam systems) which ranges from $0.17 to $0.58 per square foot, averaging
$0.39 per square foot. The subject property is at the low end of the range due
to its "state of the art" HVAC distribution system. The historical expense of
the subject property is given most weight in estimating a calendar year 1997
stabilized expense of $0.16 per square foot which equates to $130,995 per year.

ELECTRICITY: Electricity is comprised of tenant electricity and common area
electricity. All tenanted space within the subject property is direct metered,
exclusive of Floors no. 15 and 18 which are provided electricity on an
inclusionary basis. The submitted financial statements reflect the net expense
of common area electricity only.

The historical expense of the subject property equates to $0.11 per square foot
for 1994, $0.27 per square foot for 1995 and $0.34 per square foot for budget
1996, averaging $0.24 per square foot. The historical expense is below the low
end of the range, which ranges from $0.88 to $2.71 per square foot. This
disparity is due to the fact that the electric expense of the subject property
reflects the cost of electrifying the common area expense as compared to the
comparables which also include tenant

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 123

                   INCOME CAPITALIZATION APPROACH (Continued)

electricity.

The historical expense of the subject property for budget 1996 is given most
weight in estimating a calendar year 1997 stabilized expense of $0.35 per square
foot which equates to $286,552 per year.

PAYROLL: This category includes the salary and related benefits for the staff in
the daily operation and security of the subject property. The costs of the
unionized labor are based on a negotiated contract between the union (Local 94
and Local 32 B and J) and Manhattan Office Building Owners; current wages are
covered under a contract effective January 1, 1996.

The historical expense of the subject property equates to $1.04 per square foot
for 1994, $1.09 per square foot for 1995 and $1.14 per square foot for budget
1996, averaging $1.09 per square foot. The historical expense of the subject
property is consistent with the low end of the comparable data which ranges from
$1.14 to $1.65 per square foot, averaging $1.34 per square foot. The difference
is attributed to the renovation of the subject property into an efficient
"state-of-the-art" high technology building which requires fewer operating
personnel.

The historical expense of the subject property for budget 1996 is given most
weight in estimating a calendar year 1997 stabilized expense of $1.19 per square
foot, which equates to $974,276 per year.

CONTRACT CLEANING: The office component and the common area are cleaned under a
basic cleaning contract with an independent operator. The historical expense of
the subject property equates to $1.65 per square foot for 1994, $1.57 per square
foot for 1995 and $1.62 per square foot for budget 1996, averaging $1.61 per
square foot. The preceding expense, according to the submitted financial
statements, is based on 100% occupancy and does not reflect any credit for
vacancy.

The historical expense of the subject property is consistent with the low end of
the comparable data

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 124

                   INCOME CAPITALIZATION APPROACH (Continued)

which ranges from $1.48 to $2.78 per square foot, averaging $2.22 per square
foot. The historical expense of the subject property is given most emphasis in
estimating a stabilized expense.

Cleaning expense is further defined, for use in the discounted cash flow
analysis, since tenant cleaning is considered to be a variable expense. The
common area cleaning expense of the subject property is estimated to be 20% of
the total expense based on our knowledge of this expense.

The cleaning expense is first allocated to common area cleaning (20.0%) with the
balance accruing to tenant cleaning (80.0%). The preceding discussion is
summarized as follows:

                             370-392 MADISON AVENUE
                           HISTORICAL CLEANING EXPENSE
                                 ($ PER SQ. FT.)
         ----------------------------------------------------------------
                                                1996       1995      1994
         ----------------------------------------------------------------
         Total Cleaning Expense                $1.62      $1.62     $1.65
         Less: Common Area Cleaning At 20%      0.32       0.31      0.33
                                                ----       ----      ----

         Balance To Tenant Cleaning            $1.30      $1.26     $1.32
         ----------------------------------------------------------------
         Total retail and office rentable area of 818,719 square feet
         Source: Spartan Madison; compiled by KTR

Common Area Cleaning: The historical expense of the subject property ranges from
$0.31 to $0.33 per square foot, averaging $0.32 per square foot. The historical
expense is given most weight in estimating a stabilized expense for calendar
year 1997 of $0.32 per square foot, which equates to $261,990 per year.

Tenant Cleaning: The historical expense of the subject property ranges from
$1.26 to $1.32 per square foot, averaging $1.29 per square foot. The historical
expense for budget 1996 is given most weight in estimating a stabilized expense
for calendar year 1997 of $1.34 per square foot, which equates to $1,097,083 per
year.

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 125

                   INCOME CAPITALIZATION APPROACH (Continued)

Our total calendar year 1997 stabilized cleaning expense of $1.66 per square
foot, which equates to $1,359,074, is consistent with the comparable data ($1.48
to $2.78 per square foot, averaging $2.22 per square foot).

REPAIRS AND MAINTENANCE: This represents the costs of cleaning and maintaining
the building's common areas, elevator maintenance contract, fire alarm and
security system, and the normal on-going items of repair including roof,
periodic painting of the public areas, plumbing and electrical repairs. This
account can fluctuate significantly from year to year.

The historical expense of the subject property equates to $1.13 per square foot
for 1994, $0.94 per square foot for 1995 and $0.97 per square foot for budget
1996, averaging $1.01 per square foot. The preceding unit cost is below the low
end of the comparable data which ranges from $1.20 to $2.39 per square foot,
averaging $1.62 per square foot.

The historical cost of the subject property and the midpoint of the comparable
data are given most weight in estimating a stabilized expense for calendar year
1997 of $1.25 per square foot, which equates to $1,023,399 per year.

ADMINISTRATIVE: This category includes the cost of legal, accounting and
consulting services for the building. In addition, this account represents those
general expenses, outside the primary categories, used in managing the asset
(telephone, advertising etc.). This account typically fluctuates from year to
year since accountants and lawyers base their fees on the time they are required
to spend working with the building.

The historical expense of the subject property equates to $0.14 per square foot
for 1994, $0.12 per square foot for 1995 and $0.13 per square foot for budget
1996, averaging $0.13 per square foot. The historical expense of the subject
property is consistent with the low end of the comparable data which

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 126

                   INCOME CAPITALIZATION APPROACH (Continued)

ranges from $0.08 to $0.86 per square foot, averaging $0.38 per square foot.

The historical expense of the subject property and the midpoint of the
comparable data are given most weight in estimating a stabilized expense for
calendar year 1997 of $0.25 per square foot which equates to $204,680 per year.

MANAGEMENT: Management fees of Manhattan office buildings are typically
negotiated at either a fiat fee or a percentage of effective gross income.
Typically, a management company will enter into a flat fee contract which also
provides exclusive leasing rights to the building. The subject property is
managed and leased by HRO International. The economic terms and conditions of
the agreement are unknown, however, the historical expense equates to $0.55 per
square for 1994, $0.58 per square foot for 1995 and $0.61 per square foot for
budget 1996, averaging $0.58 per square foot.

Conversations with local brokers and owners reveals that the current cost of a
fixed management agreement ranges from $0.20 to $0.50 per square foot, assuming
that the management company retains the exclusive rights to the leasing
activity. A fixed annual fee and an exclusive leasing arrangement is assumed to
be implemented with an independent third party real estate company in the
management and leasing of the subject property. This estimate reflects the
investment qualities of the subject property and the potential for leasing
activity.

A base year management expense of $0.35 per square foot is estimated for
calendar year 1997 which equates to $286,552 per year. Our estimated management
is assumed to increase at the same rate of growth as general expenses. Further,
the cost of management is assumed to be a recoverable expense.

RESERVE FOR REPLACEMENTS: This allocation is comprised of a reserve for the
future replacement of the building's components, i.e. roof, H.V.A.C. system.
This non-cash charge is

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 127

                   INCOME CAPITALIZATION APPROACH (Continued)

considered a supplement to the Repairs and Maintenance budget and is
non-recoverable; the general "rule of thumb" is typically 15% to 25% of the
aforementioned budget. For calendar year 1997, a budget of $0.25 per square foot
is estimated, which equates to $204,680 per year.

REAL ESTATE TAXES: The 1996/1997 real estate taxes equate to $6,384,946 based on
a taxable assessed value of $62,280,000 and the actual tax rate of $10.252 per
$100.00 of assessed value. The 1997/1998 real estate taxes equate to $6,347,374
based on a taxable assessed value of S63,020,000 and the actual tax rate of
$10.072 per $100.00 of assessed value.

The 1997/1998 Transitional Assessed Value is assumed to increase by $196,000 per
year over the next 5 fiscal tax years to $64,000,000.

The 1997/1998 tax rate is appreciated by 4.0% per year during the phase-in
period. Fiscal year real estate taxes are assumed to increase by 4.0% per year,
subsequent to the completion of the assessed value phase-in.

The B.I.D. payments for the 1996/1997 and 1997/1998 fiscal tax years are
reported to be $97,942 and $102,999, respectively. Future B.I.D. payments are
assumed to increase by 4.0% per year thereafter.

Calendar year 1997 real estate taxes and B.I.D. payment are estimated to be
$6,466,631 which equates to $7.90 per square foot. Real estate taxes are
converted to a fiscal year basis within the discounted cash flow analysis.

TOTAL OPERATING EXPENSES AND REAL ESTATE TAXES: Total operating expenses for the
1997 calendar year have been projected at $11,166,078 ($13.64 per square foot).

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 128

                   INCOME CAPITALIZATION APPROACH (Continued)

CAPITAL IMPROVEMENTS: The Repairs and Maintenance budget and Reserves for
Replacement budget are considered to be satisfactory for the projection period.

FINANCING: None, the subject property is being valued free and clear of
financing.

The preceding expenses are summarized as follows.

<TABLE>
<CAPTION>
                                          370-392 MADISON AVENUE
                                HISTORICAL AND PROJECTED OPERATING EXPENSES
                                            (PER SQ. FT. BASIS)
- -------------------------------------------------------------------------------------------------
Calendar Year Ending                   KTR - 1997    KTR - 1997    (3) 1996     1995         1994
- -------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>          <C>         <C>         <C>   
Insurance                             $   188,305     $ 0.23       $ 0.22      $ 0.21      $ 0.21
Water and Sewer                            40,936       0.05         0.04        0.04        0.07
Steam                                     130,995       0.16         0.16        0.11        0.14
Electricity(l)                            286,552       0.35         0.34        0.27        0.11
Labor                                     974,276       1.19         1.14        1.09        1.04

Common Area Cleaning                      261,990       0.32         0.32        0.31        0.33
Tenant Cleaning                         1,097,083       1.34         1.30        1.26        1.32
                                        ---------       ----         ----        ----        ----
Total Cleaning                          1,359,074       1.66         1.62        1.57        1.65

Repairs and Maintenance                 1,023,399       1.25         0.97        0.94        1.13
Alteration                                204,680       0.25         0.13        0.12        0.14
Management                                286,552       0.35         0.61        0.58        0.55
                                          -------       ----         ----        ----        ----

Total Operating Expenses              $ 4,494,767     $ 5.49       $ 5.23      $ 4.94      $ 5.03
Plus:                                                                                     
Reserves For Replacement                  204,680       0.25                              
Real Estate Taxes (2)                   6,466,631       7.90                              
                                        ---------       ----                              

Total General Operating Expenses      $11,166,078     $13.64                              
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) Common Area Electricity                               
(2) Estimated 1997 calendar year real estate taxes 
(3) Owner's Budget
Source: Spartan Madison. Corp.; compiled by KTR; projections by KTR

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 129

                   INCOME CAPITALIZATION APPROACH (Continued)

                                                 370-392 MADISON AVENUE
                                           OFFICE BUILDING EXPENSE COMPARABLES
                                                 (PER SQUARE FOOT BASIS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Comparable No.:                      1                     2                3                 4                 5
Name:                        IBM Tower   International Plaza     Colgate Palm
Address:              590 Madison Ave.    750 Lexington Ave.    300 Park Ave.   1155 Sixth Ave.   1325 Sixth Ave.
<S>                            <C>                   <C>              <C>               <C>               <C>    
Stories:                            43                    31               25                40                34
Constructed:                      1982                  1989             1955              1984              1988
Rentable Area (Sq. Ft.)        969,748               384,759          717,752           639,867           719,000
Period                            1997                  1996             1996              1995              1995
(A) Trended Foward To:            1997                  1997             1997              1997              1997
- -----------------------------------------------------------------------------------------------------------------

Insurance                        $0.16                 $0.20            $0.26             $0.24             $0.28
Water and Sewer                   0.07                  0.08             0.07              0.05              0.07
Fuel                              0.58                  0.24             0.55              0.17              0.40
Electricity                       2.47                  0.88             2.19              2.71              1.07
Labor                             1.24                  1.14             1.65              1.49              1.16
Contract Cleaning                 1.98                  1.48             2.78              2.23              2.63
Repairs and Maintenance           2.39                  1.20             1.66              1.58              1.27
Administration                    0.86                  0.19             0.38              0.08              0.38
                                  ----                  ----             ----              ----              ----

Total                            $9.75                 $5.41            $9.54             $8.55             $7.26
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Trended forward by 4.07% per year.
Source: Compiled by KTR

INVESTMENT CRITERIA

The following data is a compilation of a number of investor surveys, and is
based upon interviews conducted among many of the nation's leading life
insurance companies, commercial banks, investment banking firms, thrift
institutions, and syndicators. These surveys provide guidelines currently being
utilized in the market.

Following are highlights of these reports for the category of office buildings.

                       SUMMARY OF CURRENT INVESTMENT RATES
                     -------------------------------------------
                     10.0% to 18.0% Internal Rate of Return
                      7.0% to 12.0% Overall Capitalization Rate
                      7.0% to 11.5% Terminal Capitalization Rate
                      0.0% to 10.0% Annual Revenue Growth Rate
                      3.0% to  5.0% Annual Expense Growth Rate
                     -------------------------------------------

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 130

                   INCOME CAPITALIZATION APPROACH (Continued)

The Sales Comparison Approach is also an excellent source of information on
current investment rates for income producing realty.

<TABLE>
<CAPTION>
                                                370-392 MADISON AVENUE
                                   SUMMARY OF INVESTMENT RATES FROM COMPARABLE SALES
- ---------------------------------------------------------------------------------------------------------------------------
       Address/                                          Year            R.A                                   "Going-In"
       Location/                       Sale      Constructed/        Sq.Ft./                     Terminal    Capitalization
 No.   Sub-Market                      Date      # of stories      Occupancy      Yield Rate         Rate         Rate
- ---------------------------------------------------------------------------------------------------------------------------
<S>   <C>                             <C>         <C>                 <C>                <C>         <C>        <C>    
 1.   540 Madison Avenue              U.C.          1948/1987         198,690            11.0%        9.0%             9.1%
      N W/C of East 59th St.                               22             97%                                
      Park Avenue Sub-Market                                                                                 
 
 3.   540 Madison Avenue              9/96               1970         259,190            11.0%        9.0%      10.6%(Yr.1)
      S/WlC of East 55th St.                               38             58%               to          to   
      5th/Mad. Ave. Sub-Market                                                           11.5%        9.5%   
                                                                                                             
 5.   1412-1416 Sixth Ave.            6/96         1924/1970s         110,266            11.5%        9 5%       9.7%(Yr.1)
      S/E/C of West 58th St.                               17             94%               to          to   
      6th /Rock Ctr. Sub-Market                                                          12.0%       10.0%   

 7.   420 Fifth Avenue(Condo)         6/95               1989         115,700            9.75%        9.0%      11.3%(Yr.l)
      W/S, bet W 37/38th Sts.                     4 within 28          within               to          to   
      Penn Station/Garment                           Fls. 4-7         560,000            10.0%        9.5%   
      Center Sub-Market.                                                 100%                                
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
  Source: KTR market research; Compiled by KTR                        

SELECTION OF A DISCOUNT RATE

Value is calculated by discounting the projected net operating income plus the
net proceeds from the reversionary sale of the property at an appropriate
discount rate. The discount rate is defined by the Appraisal Institute, The
Appraisal of Real Estate Appraisal, Tenth Edition, Chicago, Illinois, 1992 as "a
yield rate used to convert future payments or receipts into present value".

The yield rate is further defined by as "a rate or return on capital; it is
usually expressed as a compound annual percentage rate". The use of this rate
results in a net present value of a particular property when it is applied to a
given income stream and reversion.

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370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 131

                   INCOME CAPITALIZATION APPROACH (Continued)

This rate is determined by investors based upon the relative risk of a
particular investment in relation to other investment vehicles. Recent published
surveys of major investors' criteria have indicated desired IRRs generally range
from 10% to 15% for investment grade office buildings.

The consensus of those actively engaged in the marketplace for major office
buildings is that internal rates of return (based upon forecasting techniques
and assumptions similar to those utilized herein) fall within a broad range,
depending upon numerous risk factors including, among others:

(a)  LOCATION: the better the location the lower the IRR;

(b)  PHYSICAL CHARACTERISTICS OF THE PROPERTY: the newer the property, the
     higher the quality of materials and finishes, and the better the design and
     layout of the physical plant, the lower the IRR;

(c)  DEGREE OF FORECASTED CASH FLOW GROWTH: the greater the growth forecasted,
     the higher the IRR;

(d)  AMOUNT OF EQUITY INVESTMENT REQUIRED: the greater the required equity
     investment (that portion of the total acquisition cost not typically funded
     by conventional financing), the higher the IRR; and

(e)  LENGTH OF PROJECTION PERIOD: the longer the projection period, the higher
     the IRR.

The previously mentioned compilation of surveys of major investors indicates
internal rates are generally ranging from 10.0% to 18.0% for commercial office
properties. A review of current sales activity reveals a range in internal rates
from 9.75% to 12.0% in 4 of sales identified in the Sales Comparison Approach.

SALE NO. 1 (505 Park Avenue, IRR 11.0%): Sale No. 1 is a pending sale to an
international buyer of a 100% Leased Fee Interest in a 22-story multi-tenanted
Class "A" office building constructed in 1948 and renovated in 1987 containing
198,690 square feet of retail and office rentable area.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 132

                   INCOME CAPITALIZATION APPROACH (Continued)

Located on the northwest corner of East 59th Street in the Park Avenue office
sub-market, the building will be acquired with a current occupancy of 97% under
leases to "boutique" type tenants (small law and consulting firms). The quality,
quantity and durability of the leases, which expire over the next decade, is
reported to be good based on a mix of non-credit but successful privately owned
companies.

The investment qualities of the sale reflect the risks in acquiring a high
occupancy building on the northern boundary of the Midtown office market. It is
considered to be informative as to current investment rates since it represents
a current "arms-length" sale of a small Class "A" office building in a desirable
Park Avenue location with good future growth prospects.

SALE NO. 3 (540 Madison Avenue, IRR 11.0% to 11.5%): Sale No. 3 is a September,
1996 sale to the Macklowe Organization of a 100% Leasehold Interest in a
38-story multi-tenanted Class "A" office building constructed in 1970 containing
259,190 square feet of retail and office rentable area.

Located on the southwest corner of East 55th Street in the Fifth/Madison Avenue
office sub-market, the building was acquired with a current occupancy of 88.7%
and the immediate need of $2.5 million in capital improvements. Occupancy is
expected to decline to 58% by year end due to the loss of 2 major tenants
(Sterling National Bank and Ladenburg Thalman). The quality, quantity and
durability of the remaining leases, which expire within 8 years, is reported to
be good based on a mix of credit and noncredit tenants. Further, the Leasehold
Interest benefits from a favorable ground rent, which is not subject to
re-negotiation until 2004, with 2 long term renewal options.

The investment qualities of the sale reflect the risks in acquiring a building
with deferred maintenance and the near term loss of its major tenants.
Nonetheless it is still considered to be an excellent indicator of current
investment rates since it represents a current "arms-length" sale of a Leasehold
Interest in a Class "A" office building in a desirable Madison Avenue location
with very good future growth

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 133

                   INCOME CAPITALIZATION APPROACH (Continued)

prospects.

SALE NO. 5 (1412 Sixth Avenue, IRR 11.5% to 12.0%): Sale No. 5 is a September,
1996 sale to S. L. Green, a local investor, of a 100% Leased Fee Interest in a
17-story Class "B" multi-tenanted commercial office building originally
constructed in 1924 as a hotel and subsequently renovated during the 1970s into
a Class "B" office building.

Located at the southwest corner of West 58th Street in a Sixth
Avenue/Rockefeller Center office submarket, the building contains 110,266 square
feet of rentable office and retail area. The property was acquired with a
current occupancy of 94% by non-credit tenants under leases expiring over the
next 10 years.

The investment qualities of the sale are quite inferior as compared to the
subject property. Nonetheless it is still considered to be an excellent
indicator of current investment rates since it represents a current
"arms-length" sale of a Leased Fee Interest in a Class "B" office building in a
desirable Sixth Avenue location with very good future growth prospects.

SALE NO. 7 (420 Fifth Avenue, IRR 9.75% to 10.0%): Sale No. 7 is a June, 1995
sale, to an investment group from Germany. The sales reflects a 100% Leased Fee
Interest in 4 full lower floors (floor nos. 4-7) within a 28-story Class "A"
commercial condominium office building. Located on the west side of Fifth
Avenue, between West 37th and West 38th Streets in the Penn Station/Garment
Center office sub-market, the building was constructed in 1989 containing
560,000 square feet of rentable area and 2 retail units. The building was
converted to condominium ownership subsequent to the collapse of the city real
estate market in 1990. Major condominium owners include The Girl Scouts and the
Rockefeller Foundation.

The subject property (floor nos. 4-7) is 100% occupied under an above market net
lease with Turner

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 134

                   INCOME CAPITALIZATION APPROACH (Continued)

Broadcasting which expires in August, 2006. Tumer Broadcasting was not
considered to be a "credit tenant" at the time of sale, however, the buyers
reportedly considered the quality, quantity and durability of the existing cash
flow of the property to be very good. Further, the high quality construction
features of the building, the 29,000 square feet floor plates and improving
market conditions were major factor influencing the buyers.

The investment qualities of the sale are somewhat similar to the subject
property in that its income is primarily derived from a limited number of
tenants. The sale is unique from the subject property, however, it is
nonetheless considered to be an excellent indicator of current investment rates
since it represents a current "arms-length" sale of a leased fee interest in a
class "A" office building with a positive cash flow and very good future growth
prospects.

DISCOUNT RATE CORRELATION: A discount rate of 10.5% is selected for the Leased
Fee Interest subject to existing leases and contractual obligations based on our
research of the local markets and considering the quality, quantity and
durability of the existing cash flow and the investment qualities of the subject
property. Our decision reflects the annuity like characteristics of the cash
flow since approximately 75% of the contractual income is attributed to 6
tenants under short to long term leases. Further, our rate selection is
consistent with recent sales activity and current investment criteria.

A discount rate of 10.0% is selected for the Leased Fee Interest subject to the
master lease. The underlying quality, quantity and durability of the cash flow
under the master lease is based on the cash flow from the existing leases and
the significant financial investment of the Leasehold Interest in the subject
property.

The financial commitment of the Leasehold Interest is critical during the
projection period as the coverage of the net cash flow to the master lease
payment falls below 1.0 due to the lease-up of vacant space in year no. 2 and
the expiration of existing leases in years no. 6, 12, 14 and 15. As indicated

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 135

                   INCOME CAPITALIZATION APPROACH (Continued)

below, the coverage ratio ranges from -0.07 to 1.35 with a weighted average of
1.02 over the remaining term of the master lease.

The marginal coverage of the master lease payment suggests that the value of the
leasehold interest is also marginal. The preceding relationship suggests that
the level of risk to the Leased Fee Interest subject to the master lease is
certainly lower than the Leased Fee Interest subject to existing leases,
however, the differential is limited due to the marginal coverage between the
master lease payment and the net cash flow. Our estimate also considers the fact
that the Leasehold Interest decided against exercising its option to purchase
the Leased Fee Interest.

                             370-392 MADISON AVENUE
         SUMMARY OF PROJECTED NET CASH FLOW VERSUS MASTER LEASE PAYMENT
- --------------------------------------------------------------------------------
                      F.Y. Projectod    F.Y. Master         Excess  Master Lease
 No.    Fiscal Year    Net Cash Flow   Lease Paxwent     Cash Flow    Coverage
- --------------------------------------------------------------------------------
 1      1997/1998        $16,012,301   $16,000,000        $12,308       1.00
 2      1998/1999         13,023,746    16,800,000     (3,776,254)      0.78
 3      1999/2000         21,723,065    17,600,000       4,123,065      1.23
 4      2000/2001         19,832,582    17,600,000       2,232,582      1.13
 5      2001/2O02         23,827,433    17,600,000       6,227,433      1.35
 6      2002/2003        (1,153,454)    17,600,000    (18,753,454)     (0.07)
 7      2003/2004         19,641,679    18,350,000       1,291,679      1.07
 8      2004/2005         21,076,701    19,100,000       1,976,701      1.10
 9      200/2006          23,980,065    19,100,000       4,880,065      1.26
 10     2006/2007         24,044,072    19,100,000       4,944,072      1.26
 11     2007/2008         25,119,399    19,100,000       6,019,399      1.32
 12     2008/2009         19,797,749    20,550,000       (752,251)      0.96
 13     2009/2010         24,580,315    22,000,000       2,580,315      1.12
 14     2010/2011         16,637,552    22,000,000     (5,362,448)      0.76
 15     2011/2012         19,588,425    22,000,000     (2,411,575)      0.89
 16     2012/2013         24,086,292    22,000,000       2,086,292      1.09
 17     2013/2014         11,752,769    11,000,000         752,769      1.07
                        ------------  ------------      ----------      ----

 Total                  $323,570,697  $317,500,000      $6,070,697      1.02
- --------------------------------------------------------------------------------
Calendar year master lease payments converted to fiscal year.
(1) 6 months of income to reflect excoriation as of 12/31/2013

TERMINAL CAPITALIZATION RATE: Terminal, a/lc/a residual capitalization rates
typically range from 7.5% to 11.0% depending on the type of real estate, its
condition, geographic location, income growth potential, and overall level of
interest rates.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 136

                   INCOME CAPITALIZATION APPROACH (Continued)

The terminal capitalization rates indicated in the preceding institutional rates
(7.0% to 11.5%) and the market sales (9.0% to 10.0%) are given most weight in
estimating a terminal capitalization rate since the institutional rates reflect
current investor criteria and the sales reflect market derived investment
criteria.

A terminal rate of 9.0% appears to be a reasonable for the Leased Fee Interest
subject to existing leases estimate based on the recent sales activity within
the Midtown office market and the competitive position of the subject property.
However, the impact on value of the leases expiring subsequent to our holding
period must be first gauged through a supplemental cash flow. This supplemental
cash flow illustrates that a 9.5% terminal capitalization rate is required in
order to correctly reflect the impact on value of the existing leases expiring
subsequent to our holding period.

Consequently, a terminal capitalization rate of 9.5% is applied to the net
operating income before reserves for the final year of our projection (F.Y.E.
2008) which represents the 11th year for our "as is" value. A buyer at that time
might reasonably expect inflation driven increases in net operating income, as
well as appreciation in property value over the holding period.

A terminal rate of 11.0% appears to be a reasonable for the Leased Fee Interest
subject to the master lease based on the subjectiveness of long term projections
and an inherent higher level of risk.

The net operating income used in the reversion of this cash flow is based on
average of F.Y.E.'s 2014 and 2015 due to the expiration of the master lease as
of December 31, 2013.

BROKERAGE COMMISSIONS: Current market criteria indicates a 2.0% selling
commission upon sale is typically paid. The preceding estimate is debited
against the gross future re-sale price.

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 137

                   INCOME CAPITALIZATION APPROACH (Continued)

CITY AND STATE TRANSFER COSTS: New York State and New York City transfer taxes
totaling 3.025% of the gross future re-sale price are deducted.

DISCOUNTED CASH FLOW ANALYSIS

The preceding analysis has been developed from computer software known as
"Pro-Ject +1 plus" written by Financial Automation Ltd., Encinitas, California.
The accuracy and reliability of this software has been tested and accepted by
various segments of he real estate industry.

An Income Capitalization Approach to value utilizing the discounted cash flow
technique is now processed based upon the investment considerations and
methodology discussed and our projections for income and expenses.

A "stub year" analysis, presented for Cash Flow No. 1, reflects the remaining
months income for 1997 which is then discounted at a factor equivalent to a
partial year (n/12).

CASH FLOW NO. 1: The indicated Market Value of the Leased Fee Interest in the
subject property subject to a master lease, as of June 10, 1997 by application
of the discounted cash flow analysis technique is $197,136,287 which rounds to
$197,000,000.

A cash-on-cash return of 8.1%, based on the projected year no. 1 net cash flow,
is indicated, subsequently increasing over the ensuing years to a maximum annual
return of 11.2% in C.Y. 2013. Overall, the cash-on-cash return averages 9.0% per
year over our projected holding period which is considered to be a reasonable
economic return in light of the investment qualities of the subject property.

The $197,000,000 value is comprised of two components: the present value of the
sum of its future

           Koeppel Tener Real Estate Services Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Page 138

                   INCOME CAPITALIZATION APPROACH (Continued)

cash flows and present value of the future reversion. The $146,164,363 present
value of the future cash flows equates to 74% of the total value, the
$50,971,924 present value of the net future reversion represents the remaining
26% of the estimated value.

INCOME CAPITALIZATION APPROACH- VALUE NO. 1: $197,000,000

CASH FLOW NO. 2: The indicated Market Value of the Leased Fee Interest in the
subject property subject to existing leases and contractual obligations, but
exclusive of the master lease, as of June 10, 1997 by application of the
discounted cash flow analysis technique is $200,464,500 which rounds to
$200,000,000.

A cash-on-cash return of 8.0%, based on the projected year no. 1 net cash flow,
is indicated, subsequently increasing over the ensuing years to a maximum annual
return of 12.0%. Overall, the cash-on-cash return averages 9.1% per year over
our projected holding period which is considered to be a reasonable economic
return in light of the investment qualities of the subject property.

In addition, the cash-on-cash return on the cumulative equity investment ("as
is" market value plus capital deductions) in the subject property averages 8.2%
per year over the projected holding period which is also a reasonable return.

The $200,000,000 value is comprised of two components: the present value of the
sum of its future cash flows and present value of the future reversion. The
$106,257,955 present value of the future cash flows equates to 53% of the total
value, the $94,206,545 present value of the net future reversion represents the
remaining 47% of the estimated value. The preceding relationship clearly
indicates that the current market value of the subject property is weighted
towards its current income.

INCOME CAPITALIZATION APPROACH- VALUE NO. 2: $200,000,000

           Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                             June 23, 1997
 New York, New York                                                     Page 139


<TABLE>
<CAPTION>
                              INCOME CAPITALIZATION APPROACH (Continued)

                                        370-392 MADISON AVENUE
                                     SUMMARY OF FUTURE CASH FLOWS
- ----------------------------------------------------------------------------------------------------------
As Is Year Beginning 7/1/97                      1             2             3             4             5
Fiscal Year Ending June 30th                  1998          1999          2000          2001          2002 
- ----------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>           <C>           <C>        
INCOME
Minimum Contract Rent                  $26,168,630   $29,152,644   $31,323,724   $32,066,114   $31,745,998
Less: Lag Vacancy (Mos. Bet. Leases)         2,646       643,573       345,143       815,642       234,250
Less: Free Rent                          1,611,213     2,176,436     1,729,214     1,336,862       557,271
                                       -----------   -----------   -----------   -----------   -----------
Total Minimum Contract Rent            $24,554,771   $26,332,635   $29,249,367   $29,913,610   $30,954,477

TENANT CONTRIBUTIONS
Real Estate Tax Contributions            2,124,203     2,157,169     2,273,173     2,491,867     2,780,231
Porters Wage Contribution,               3,265,724     3,115,274     3,278,533     3,448,322     3,624,901
Operating Expense Contributions            189,282       307,469       427,462       488,154       511,489
                                       -----------   -----------   -----------   -----------   -----------
Total Tenant Contributions              $5,579,209    $5,579,912    $5,979,168    $6,428,343    $6,916,621

POTENTIAL GROSS INCOME                 $30,133,980   $31,912,547   $35,228,535   $36,341,953   $37,871,098
Less: Credit Loss Allowance               $452,010      $478,688      $528,429      $545,130      $568,068
Plus: Other lncome                          96,900       100,776       104,807       108,999       113,359
                                       -----------   -----------   -----------   -----------   -----------
EFFECTIVE GROSS INCOME                 $29,778,870   $31,534,635   $34,804,913   $35,905,822   $37,416,389

EXPENSES
Real Estate Taxes                       $6,528,139    $6,731,910    $7,022,547    $7,325,663    $7,641,793
Insurance                                  192,071       199,754       207,744       216,054       224,696
Water & Sewer                               41,755        43,425        45,162        46,968        48,847
Fuel                                       133,615       138,959       144,518       150,299       156,311
Electricity                                292,283       303,974       316,133       328,779       341,930
Labor                                      993,762     1,033,512     1,074,852     1,117,846     1,162,560
Common Area Cleaning                       267,230       277,919       289,036       300,597       312,621
Tenant Cleaning                            956,314     1,076,389     1,169,781     1,234,783     1,206,809
Repair & Maintenance                     1,043,867     1,085,622     1,129,046     1,174,208     1,221,177
Administration                             208,774       217,125       225,810       234,842       244,236
Management                                 292,283       303,974       316,133       328,779       341,930
                                       -----------   -----------   -----------   -----------   -----------
TOTAL EXPENSES                         $10,950,093   $11,412,563   $11,940,762   $12,458,818   $12,902,910

NET OPERATING INCOME                   $18,828,777   $20,122,072   $22,864,151   $23,447,004   $24,513,479
Alterations                             $l,928,426    $5,075,327      $677,514    $l,997,140      $263,477
Commissions                                679,269     1,805,874       237,762     1,382,440       178,333
Reserves For Replacement                   208,774       217,125       225,810       234,842       244,236
                                       -----------   -----------   -----------   -----------   -----------
Total Deductions                        $2,816,469    $7,098,326    $l,141,086    $3,614,422      $686,046
Cash Flow                              $16,012,308   $13,023,746   $21,723,065   $19,832,582   $23,827,433

- ----------------------------------------------------------------------------------------------------------

<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------
As Is Year Beginning 7/1/97                      6             7             8             9            10            11
Fiscal Year Ending June 30th                  2003          2004          2005          2006          2007          2008
- ------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>           <C>           <C>           <C>        
INCOME
Minimum Contract Rent                  $34,189,736   $36,552,592   $37,006,948   $37,253,148   $37,810,136   $38,908,704
Less: Lag Vacancy (Mos. Bet. Leases)     6,921,214     1,096,126       828,116             0       116,128       188,504
Less: Free Rent                          2,191,665       415,419       249,524             0        39,213        47,891
                                       -----------   -----------   -----------   -----------   -----------   -----------
Total Minimum Contract Rent            $25,076,857   $35,041,047   $35,929,308   $37,253,148   $37,654,795   $38,672,309

TENANT CONTRIBUTIONS
Real Estate Tax Contributions            1,461,751     1,055,743     1,195,587     1,467,021     1,804,286     2,149,769
Porters Wage Contribution,               1,080,272        91,359             0             0             0             0
Operating Expense Contributions            503,804       633,102       920,751     1,162,706     1,389,350     1,610,996
                                       -----------   -----------   -----------   -----------   -----------   -----------
Total Tenant Contributions              $3,045,827    $l,780,204    $2,116,338    $2,629,727    $3,193,636    $3,760,765

    
POTENTIAL GROSS INCOME                 $28,122,684   $36,821,251   $38,045,646   $39,882,875   $40,848,431   $42,433,074
Less: Credit Loss Allowance               $421,841      $552,318      $570,685      $598,244      $612,726      $636,495
Plus: Other lncome                         117,894       122,609       127,514       132,614       137,919       143,436
                                       -----------   -----------   -----------   -----------   -----------   -----------
EFFECTIVE GROSS INCOME                 $27,818,737   $36,391,542   $37,602,475   $39,417,245   $40,373,624   $41,940,015

EXPENSES
Real Estate Taxes                       $7,965,247    $8,289,862    $8,621,456    $8,966,314    $9,324,967    $9,697,966
Insurance                                  233,684       243,031       252,752       262,862       273,377       284,312
Water & Sewer                               50,801        52,833        54,946        57,144        59,430        61,807
Fuel                                       162,563       169,065       175,828       182,861       190,176       197,783
Electricity                                355,607       369,831       384,624       400,009       416,010       432,650
Labor                                    1,209,063     1,257,425     1,307,722     1,360,031     1,414,432     1,471,009
Common Area Cleaning                       325,126       338,131       351,656       365,722       380,351       395,565
Tenant Cleaning                          1,138,070     1,236,116     1,373,472     1,442,182     1,498,358     1,536,912
Repair & Maintenance                     1,270,024     1,320,824     1,373,657     1,428,604     1,485,748     1,545,177
Administration                             254,005       264,165       274,732       285,721       297,150       309,036
Management                                 355,607       369,831       384,624       400,009       416,010       432,650
                                       -----------   -----------   -----------   -----------   -----------   -----------
TOTAL EXPENSES                         $13,319,797   $13,911,114   $14,555,469   $15,151,459   $15,756,009   $16,364,867

NET OPERATING INCOME                   $14,498,940   $22,480,428   $23,047,006   $24,265,786   $24,617,615   $25,575,148
Alterations                            $11,008,270    $l,744,518    $l,202,414            $0      $199,172        $9,960
Commissions                              4,390,119       830,066       493,159             0        77,221       136,753
Reserves For Replacement                   254,005       264,165       274,732       285,721       297,150       309,036
                                       -----------   -----------   -----------   -----------   -----------   -----------
Total Deductions                       $15,652,394    $2,838,749    $l,970,305      $285,721      $573,543      $455,749
Cash Flow                              ($l,153,454)  $19,641,679   $21,076,701   $23,980,065   $24,044,072   $25,119,399

- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


<TABLE>
<CAPTION>

370-392 Madison Avenue                                                                                                 June 23, 1997
New York, New York                                                                                                          Page 140



                                             INCOME CAPITALIZATION APPROACH (Continued)

                                                       370-392 MADISON AVENUE
                                                    SUMMARY OF FUTURE CASH FLOWS
- ------------------------------------------------------------------------------------------------------------------------------------
As is Year Beginning 7/1/97                   12            13            14            15            16            17            18
Fiscal Year Ending June 30th                2000          2010          2011          2012          2013          2014          2015
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>            <C>          <C>           <C>           <C>           <C>        
 INCOME
 Minimum Contract Rent               $40,167,192   $40,953,424    $3,135,688   $45,661,096   $47,119,620   $48,633,968   $50,665,080
 Less: Lag Vacancy (Mos. Bet. Leas     1,762,142     1,083,315     3,847,715     1,747,805     3,200,428       839,670     5,774,891
 Less: Free Rent                         587,865       134,824       957,846     1,038,345       329,460       964,734        44,946
                                     -----------   -----------   -----------   -----------   -----------   -----------   -----------
 Total Minimum Contract Rent         $37,817,185   $39,735,285   $38,330,127   $42,874,946   $43,589,732   $46,829,564   $44,845,243

 TENANT CONTRIBUTIONS
 Rea1 Estate Tax Contributions         2,281,974     2,518,153     2,400,451     2,354,573     2,461,875     2,538,964     2,502,364
 Porters Wage Contributions                    0             0             0             0             0             0             0
 Operating Expense Contributions       1,642,565     1,765,820     1,602,184     1,587,277     1,660,417     1,734,360     1,608,007
                                     -----------   -----------   -----------   -----------   -----------   -----------   -----------
 Total Tenant Contributions           $3,924,539    $4,283,973    $4,002,635    $3,941,850    $4,122,292    $4,273,324    $4,110,371

 POTENTIAL GROSS INCOME              $41,741,724   $44,019,258   $42,332,762   $46,816,796   $47,712,024   $51,102,888   $48,955,614
 Less: Credit Loss Allowance            $626,124      $660,286      $634,989      $702,249      $715,678      $766,541      $734,335
 Plus: Other Income                      149,173       155,140       161,346       167,799       174,511       181,492       188,751
                                     -----------   -----------   -----------   -----------   -----------   -----------   -----------
 EFFECTIVE GROSS INCOME              $41,264,773   $43,514,112   $41,859,119   $46,282,346   $47,170,857   $50,517,839   $48,410,030

 EXPENSES
 Real Estate Taxes                   $10,085,884   $10,489,320   $10,908,892   $11,345,248   $11,799,058   $12,271,020   $12,761,861
 Insurance                               295,684       307,512       319,812       332,605       345,909       359,745       374,135
 Water & Sewer                            64,279        66,851        69,525        72,306        75,198        78,206        81,334
 Fuel                                    205,694       213,922       222,479       231,378       240,633       250,258       260,268
 Electricity                             449,956       467,954       486,673       506,139       526,385       547,440       569,338
 Labor                                 1,529,850     1,591,043     1,654,685     1,720,872     1,789,707     1,861,295     1,935,747
 Common Area Cleaning                    411,388       427,843       444,957       462,755       481,266       500,516       520,537
 Tenant Cleaning                       1,585,607     1,630,810     1,637,941     1,739,943     1,833,658     1,915,573     1,836,129
 Repairs & Maintenance                 1,606,985     1,671,264     1,738,114     1,807,639     1,879,944     1,955,142     2,033,348
 Administration                          321,397       334,253       347,623       361,528       375,989       391,029       406,670
 Management                              449,956       467,954       486,673       506,139       526,385       547,440       569,338
                                     -----------   -----------   -----------   -----------   -----------   -----------   -----------
 TOTAL EXPENSES                      $17,006,680   $17,668,726   $18,317,374   $19,086,552   $19,874,132   $20,677,664   $21,348,705

 NET OPERATING INCOME                $24,258,093   $25,845,387   $23,541,744   $27,195,794   $27,296,725   $29,840,175   $27,061,325
 Alterations                          $2,985,942      $667,214    $4,687,172    $5,218,418    $l,946,650    $4,119,039            $0
 Commissions                           1,153,005       263,605     1,869,397     2,027,423       887,794     1,824,568             0
 Reserves For Replacement                321,397       334,253       347,623       361,528       375,989       391,029       406,670
                                     -----------   -----------   -----------   -----------   -----------   -----------   -----------
 Total Deductions                     $4,460,344    $l,265,072    $6,904,192    $7,607,369    $3,210,433    $6,334,636      $406,670
 Cash Flow                           $19,797,749   $24,580,315   $16,637,552   $19,588,425   $24,086,292   $23,505,539   $26,654,655
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: KTR Projections

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>



<TABLE>
<CAPTION>

370-392 Madison Avenue                                                                                                 June 23, 1997
York, New York                                                                                                              Page 141




                                             INCOME CAPITALIZATION APPROACH (Continued)

                                                       370-392 MADISON AVENUE
                                                    DISCOUNTED CASH FLOW SUMMARY

AS IS MARKET VALUE - VALUE NO. I (MASTER LEASE)

- ------------------------------------------------------------------------------------------------------------------------------------
As Is Cash Flow Value - Leased Fee Interest Subject to Master Lease
370-392 Madison Avenue                                     01:38 PM
New York, New York                                        23-Jun-97
- ------------------------------------------------------------------------------------------------------------------------------------
      Calendar Year             Yield                                                                                       Cash-On-
Per-    Ending  Master Lease     Rate                                                     Terminal                Year  C.Y Cash (1)
iod    31 -Dec    Payment       10.00%  Present Value       (2) Reversionary Year NOI        Rate    Future Value   No. Year  Return
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>   <C>            <C>       <C>         <C>                      <C>                    <C>            <C> <C>    <C>  
 1  (1)   1997  $8,000,000  x  0.95346 = $7,627,701                           $28,450,750 / 11.00% = $258,643,179    1  1997    8.1%
 2        1998  16,000,000  x  0.86678 = 13,868,547                                                                  2  1998    8.1%
 3        1999  17,600,000  x  0.78799 = 13,868,547  Sales Commission                       2.000%      5,172,864    3  1999    8.9%
 4        2000  17,600,000  x  0.71635 = 12,607,770  City and State Transfer Taxes          3.025%      7,823.956    4  2000    8.9%
                                                                                                    -------------
 5        2001  17,600,000  x  0.65123 = 11,461,609                                                                  5  2001    8.9%
 6        2002  17,600,000  x  0.59203 = 10,419,644  Total Sales Related Expenses                     $12,996,820    6  2002    8.9%
 7        2003  17,600,000  x  0.53820 =  9,472,404                                                                  7  2003    8.9%
 8        2004  19,100,000  x  0.48928 =  9,345,192  Reversion Net of Expenses                       $245,646,359    8  2004    9.7%
 9        2005  19,100,000  x  0.44480 =  8,495,629  Present Value Factor                                 0.20750    9  2005    9.7%
                                                                                                    -------------
10        2006  19,100,000  x  0.40436 =  7,723,299                                                                 10  2006    9.7%
11        2007  19,100,000  x  0.36760 =  7,021,181  Present Value of the Future Reversion     26%    $50,971,924   11  2007    9.7%
12        2008  19,100,000  x  0.33418 =  6,382,892  Present Value of the Cash Flows           74%    146,164,363   12  2008    9.7%
                                                                                                    -------------
13        2009  22,000,000  x  0.30380 =  6,683,656                                                                 13  2009   11.2%
14        2010  22,000,000  x  0.27618    6,076,051  Indicated Present Value           Per Sq.Ft.    $197,136,287   14  2010   11.2%
15        2011  22,000,000  x  0.25108    5,523,683                           (Rounded)   $240.62    $197,000,000   15  2011   11.2%
16        2012  22,000,000  x  0.22825    5,021,530                                                                 16  2012   11.2%
17        2013  22,000,000  x  0.20750    4,565,027                                                                 17  2013   11.2%
                                        ----------

Total Present Value of the Cash Flows  $146,164,363                                                                     Avg.    9.0%
                                                                                        (1) Net Cash Flow / Estimated Value
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Year No. 1 is a partial "stub" year (n/12) from 7/1/97

(2)  Based on 6 months of N.O.I. of F.Y.E 2014 and 2015

Source: KTR projections


          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>


<TABLE>
<CAPTION>

370-392 Madison Avenue                                                                                                 June 23, 1997
New York, New York                                                                                                          Page 142

                                             INCOME CAPITALIZATION APPROACH (Continued)

                                                       370-392 MADISON AVENUE
                                                    DISCOUNTED CASH FLOW SUMMARY

AS IS MARKET VALUE - VALUE NO. 2 (EXISTING LEASES)
- ------------------------------------------------------------------------------------------------------------------------------------
As Is Value - Leased Fee Interest Subject to Existing Short Term Leases & Contractual Obligations

Discounted Cash Flow Analysis                   01:38 PM
370-392 Madison Avenue                         23-Jun-97
New York, New York

      Fiscal Year                Yield                                                                                              
 Per.   Ending      As Is         Rate                                                          Terminal                            
 iod    30-Jun    Cash Flow      10.50%    Present Value       Reversionary Year NOI                Rate        Future Value        
- ------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>     <C>              <C>          <C>            <C>                     <C>           <C>          <C>
 1      1998    $16,012,308  x   0.90498  =   $14,490,777                            $25,575.148 /  9.50%   =   $269,212,087        
 2      1999     13,023,746  x   0.81898  =    10,666,240                                                                           
 3      2000     21,723,065  x   0.74116  =    16,100,311    Sales Commission                      2.000%          5,384,242        
 4      2001     19,832,582  x   0.67073  =    13,302,404    City and State Tranfer Taxes          3.025%          8,143,666        
                                                                                                                ------------
 5      2002     23,827,433  x   0.60700  =    14,463,249                                                                           
 6      2003     (1,153,454) x   0.54932  =      (633,617)   Total Sales Related Expenses                        $13,527,908        
 7      2004     19,641,679  x   0.49712  =     9,764,335                                                                           
 8      2005     21,076,701  x   0.44989  =     9,482,097    Reversion Net of Expenses                          $255,684,179        
 9      2006     23,980,065  x   0.40714  =     9,763,147    Present Value Factor                                    0.36845        
                                                                                                                ------------
10      2007     24,044,072  x   0.36845  =     8.859.011                                                                           
                                            -------------
                                                             Present Value of the Future Reversion    47%        $94,206,545

Total Present Value of the Cash Flows        $106,257,955    Present Value of the Cash Flows          53%         106,257,955       
                                                                                                                 ------------       
                                                             Indicated Present Value           Per Sq.Ft.        $200,464,500       
                                                                               (Rounded)         $244.28         $200,000,000
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

- ---------------------------------------------------------------------------------
      Fiscal Year                                                      Cumulative
 Per-   Ending        Year   Fiscal   Cash-On-Cash     Going-In      Cash-On-Cash
 iod    30-Jun         No.    Year      (1) Return    (2)Return         (3)Return
- ---------------------------------------------------------------------------------
<S>     <C>           <C>     <C>         <C>           <C>               <C>
 1      1998           1      1998         8.0%          9.4%              7.9%  
 2      1999           2      1999         6.5%         10.1%              6.2%  
 3      2000           3      2000        10.9%         11.4%             10.3%  
 4      2001           4      2001         9.9%         11.7%              9.2%  
 5      2002           5      2002        11.9%         12.3%             11.1%  
 6      2003           6      2003        -0.6%          7.2%             -0.5%  
 7      2004           7      2004         9.8%         11.2%              8.4%  
 8      2005           8      2005        10.5%         11.5%              8.9%  
 9      2006           9      2006        12.0%         12.1%             10.2%  
10      2007          10      2007        12.0%         12.3%             10.2%  
                                                                        
                            Avg.           9.1%         10.9%              8.2%  
                                                                     
                          (1) Net Cash Flow / Estimated Value                   
                          (2) Net Operating Income / Estimated Value            
                          (3) Net Cash Flow / Estimated  Value & Cumulative     
                              Capital Deductions                                
- ---------------------------------------------------------------------------------
</TABLE>

Source: KTR Projections                                                         
                         

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>



370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 143

                            SALES COMPARISON APPROACH

The Sales Comparison Approach is the process of comparing recent sales of
competitive properties.

The estimated value derived through this approach represents the probable price
at which the subject property would be sold by a willing seller to a willing
buyer as of the date of value.

Six current sales of Leased Fee Interests and 1 sale of a Leasehold Interest in
Class "A" and "B" office buildings in the Midtown office markets have been
identified and selected for analysis. This comparable data is employed in the
valuation of the subject property subject to existing short term leases and
contractual obligations, but exclusive of the master lease. The sale price per
square foot of rentable area is relied upon as the primary unit of comparison
within this approach.

The comparative process involves judgment as to the similarity between the
subject property and the comparable sale property with regard to a variety of
factors affecting value, such as location, age and condition of the structure,
rent levels, gross income multipliers, operational efficiencies and other
factors. Among the specific adjustment factors, the following have been
considered:

OWNERSHIP INTEREST: The indicated unit sale prices are adjusted to reflect a
100% ownership interest if a partial interest has been conveyed. Two sales, each
representing a 50% interest, were conveyed. The sales are adjusted (sale price /
50%) to reflect the sale of a 100% interest.

FINANCING: The comparable sales were either all cash transactions or were
financed at market oriented terms. No adjustments for any unusual or atypical
financing are required.

TIME: Normally, upward adjustments to the sale price indicators would be made to
reflect increasing values over time. However, in light of the well documented
decline in all types of real estate, these time adjustments are adjusted
downward to reflect a collapse of the regional economy and real estate market
between 1990 and 1993. The city economy is currently at the beginning of a new
economic and real estate cycle. Adjustments are not required since all of the
sales have occurred since


           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 144

                      SALES COMPARISON APPROACH (Continued)

September, 1994.

LOCATION: Locational adjustments are based on our knowledge and observations of
the market areas of the individual sales as compared to the subject property.
The subject property is located on the northern and southern boundaries of a
Grand Central and Fifth/Madison Avenue office sub-market within Midtown
Manhattan.

PHYSICAL: Adjustments are made to reflect variations in the conditions of the
comparable sales relative to the subject property. The subject property is a
renovated Class "A" office building which is in very good condition and which
has been very well maintained to date. Further, it contains average floor plates
of 32,O00 (rounded).

RETAIL AND GARAGE COMPONENTS: Commercial office buildings containing retail and
garage components are typically more valuable than a 100% office building due to
the additional income from these sources and the amenities which are created.
The subject contains 6 retail/commercial units and a garage component with 150
licensed spaces.

OCCUPANCY: The reported occupancy rate at the time of each sale is compared with
the subject property which is currently 87+% occupied under multi-year leases
(retail and office component only).

ECONOMIC: The quality, quantity and durability of the underlying lease
portfolios of the individual sales are unique from the subject property.
Adjustments, relative to the subject property, are made accordingly.

The following is a brief description of the relevant building sales considered
pertinent in our valuation of the subject property. A summary of the comparable
sales follows with full details of the individual sales is presented in the
Addenda.

           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 145

                      SALES COMPARISON APPROACH (Continued)

SALE NO. 1 (505 Park Avenue, Leased Fee Interest, $236.55 per square foot): Sale
No. 1 is a pending cash sale of a 100% Leased Fee Interest in a 26-story Class
"A" multi-tenanted commercial office building. Located at the northeast corner
of East 59th Street in a Park Avenue office submarket, the building was
constructed in 1948 and extensively renovated in 1987. It contains 198,690
square feet of rentable area. The property is scheduled to be acquired by an
international buyer with a current occupancy of 97%. The building is operated by
boutique tenants at rents in the range of $35.00 per square foot.

Sale No. 1 is located in a superior sub-market within the Midtown office market,
however, a downward adjustment is minimized in light of the proximity of the
subject property to Grand Central Station. The building represents modern
construction, however, its average floor plates of 9,000 square feet and
building systems are inferior to the subject property, an upward adjustment is
warranted. It contains a retail component but no garage component; an upward
adjustment is warranted.

Sale No. 1 was acquired with a higher occupancy than the subject property; a
downward adjustment is warranted. Lastly, the underlying leases of the sale are
primarily to smaller non-credit tenants which is inferior to the credit
tenancies within the subject property; an upward adjustment is required.
Overall, a small upward adjustment is required.

SALE NO. 2 (527 Madison Avenue, Leased Fee Interest, $311.63 per square foot):
Sale No. 2 is a February, 1997 cash sale of a 100% Leased Fee Interest in a
26-story Class "A" multi-tenanted commercial office building. Located at the
southeast corner of East 54th Street in a Fifth/Madison Avenue office
sub-market, the building was constructed in 1986 and contains 215,000 square
feet of rentable area. The property was acquired by Cornerstone Properties with
a current occupancy of 98%. Sumitomo Bank is a major tenant within this
building.

           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 146

                      SALES COMPARISON APPROACH (Continued)

Sale No. 2 is located in a superior section of Madison Avenue; however, a
downward adjustment is tempered in light of the proximity of the subject
property to Grand Central Station. The building represents modern construction,
however, its average floor plates of 12,000 square feet are inferior to the
subject property; an upward adjustment is warranted. It contains both retail and
garage components; no adjustment is required.

Sale No. 2 was acquired with a higher occupancy than the subject property; a
downward adjustment is warranted. Lastly, the underlying leases of the sale are
primarily to smaller non-credit tenants which is inferior to the credit
tenancies within the subject property; an upward adjustment is required.
Overall, no adjustment is required.

SALE NO. 3 (540 Madison Avenue, Leasehold Interest, $144.68 per square foot):
Sale No. 3 is a September, 1996 conventionally financed sale of a 100% Leasehold
Interest in a 38-story Class "A" multi-tenanted commercial office building.
Located at the southwest corner of East 55th Street in a Fifth/Madison Avenue
office sub-market, the building was constructed in 1970 and contains 259,190
square feet of rentable office and retail area.

The property was acquired by the Macklowe Organization with a current occupancy
of 88.7%, however, the occupancy was expected to decline to 58% by year end due
to the loss of its 2 major tenants (Ladenburg Thalman and Sterling National
Bank).

Sale No. 3 is not comparable to the subject property since it represents the
conveyance of a Leasehold Interest, however, the current investment rates from
the sale are considered to be informative as to current market criteria. The
sale is included for information only.

SALE NO. 4 (Multiple floors within 30 Rockefeller Center, Leased Fee Interest,
$275.00 per

           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 147

                      SALES COMPARISON APPROACH (Continued)

square foot): Sale No. 4 is a July, 1996 cash sale of a 100% Leased Fee Interest
to the National Broadcasting Company (N.B.C.) in 27 full floors (Floors no.
2-18, 22-23, 25-26, 46-49 and 51-52) containing 1,600,000 square feet of
rentable area within a 52-story Class "A/B" commercial office building. The
Leased Fee Interest in the condominium was acquired by the Leasehold Interest
which exercised a purchase option in lieu of leasing the space at a contract
rent in the range of $50.00 per square foot.

Located in the heart of Rockefeller Center, the building was constructed in 1932
and converted to condominium ownership in the mid-1980s. It contains 2,900,000
square feet of rentable area and is 100% occupied under multi-year leases.

Sale No. 4 is located in a very desirable office sub-market within Midtown
Manhattan as the subject property; no adjustment is required. The building
systems of the sale are inferior to the subject property, however, its average
floor plates are superior; no adjustment is warranted. It contains a retail
component but no garage component; an upward adjustment is required.

Sale No. 4 was acquired with an occupancy of 100%; a downward adjustment is
considered warranted. Lastly, the economics of the underlying lease which
brought about the sale is also considered to be superior to the subject
property; a downward adjustment is required. Overall, a moderate downward
adjustment is required.

SALE NO. 5 (1412 Sixth Avenue, Leased Fee Interest, $132.97 per square foot):
Sale No. 5 is a September, 1996 conventionally financed sale of a 100% Leased
Fee Interest in a 17-story Class "B" multi-tenanted commercial office building.
Located at the southwest corner of West 58th Street in a Sixth
Avenue/Rockefeller Center office sub-market, the building was originally
constructed in 1924 as a hotel and subsequently renovated during the 1970s into
a Class "B" office building. It contains 110,266 square feet of rentable office
and retail area. The property was acquired by a S. L. Green, a

           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 148

                      SALES COMPARISON APPROACH (Continued)

local investor, with a current occupancy of 94%.

Sale No. 5 is not comparable to the subject property, however, its current
investment rates are considered to be informative as to current market criteria.
The sale is included for information only.

SALE NO. 6 (Heron Tower, 66-72 East 55th Street, Leased Fee Interest, $232.10
per square foot as adjusted): Sale No. 6 is a December, 1995 cash sale of a 50%
Leased Fee Interest in a 25-story class "A" multi-tenanted office building
constructed in 1989 containing 143,700 square feet of rentable office area. The
property was 96% occupied at the time of sale by boutique type tenants at rents
in the range of $40.00 per square foot.

Located on the south side of East 55th Street, between Park and Madison Avenues,
in a Fifth/Madison Avenue office sub-market, East 55th Street L.P. consolidated
its ownership by acquiring the 50% interest of its partner, Heron J.V.
Acquisition, Inc. Published information indicated that the grantee had a
purchase option on the interest of its partner.

Sale No. 6 is located in a superior section of Madison Avenue; however, a
downward adjustment is negated in light of its mid-block location and
considering the proximity of the subject property to Grand Central Station. The
building represents modern construction, however, its average floor areas of
6,000 square feet are inferior to the subject property; no adjustment is
warranted. It does not contain a retail or a garage component; an upward
adjustment is required.

Sale No. 6 was acquired with a higher occupancy than the subject property; a
downward adjustment is necessary. Lastly, the underlying leases of the sale are
primarily to smaller non-credit tenants which is inferior to the credit
tenancies within the subject property; an upward adjustment is required.
Overall, a small upward adjustment is required.

           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 149

                      SALES COMPARISON APPROACH (Continued)

COMPARABLE SALE NO. 7 (Floor Nos. 4-7 within 420 Fifth Avenue, $264.84 per
square foot): Sale No. 7 is a June, 1995 conventionally financed sale of a 100%
Leased Fee Interest to an investment group from Germany in 4 full lower floors
(floor nos. 4-7 and 115,700 square feet of rentable area) within a 28-story
Class "A" commercial condominium office building. The space is 100% occupied
under an above market net lease with Turner Broadcasting which expires in
August, 2006. Turner Broadcasting was subsequently acquired during 1996 by Time
Warner.

Located on the west side of Fifth Avenue, between West 37th and West 38th
Streets in the Penn Station/Garment Center office sub-market, the building was
constructed in 1989 and converted to condominium ownership in 1990. It contains
560,000 square feet of rentable area and 2 retail units.

Sale No. 7 is located in an inferior sub-market within the Midtown office
market; an upward adjustment is warranted. The physical characteristics of the
sale are similar to the subject property considering its late 1980s construction
and average floor plates of 29,000 square feet; no adjustment is required. It
does not contain a retail or a garage component; an upward adjustment is
required.

Sale No. 7 was acquired with an occupancy of 100%; a downward adjustment is
considered warranted. Lastly, the underlying economics are considered to be
similar to the limited number of credit and non-credit tenancies within the
subject property; no adjustment is required. Overall, a small upward adjustment
is required.

CORRELATION

Seven current sales of commercial office buildings in the Midtown office market
were selected and then adjusted for location, size, physical condition,
retail/garage components, occupancy and economics. The unit sales range from
$132.97 to $311.63 per square foot with a weighted average of $254 per square
foot (rounded).

           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 150

                      SALES COMPARISON APPROACH (Continued)

Sale No. 1 (505 Park Avenue, $236.55 per square foot), Sale No. 2 (527 Madison
Avenue, $311.63 per square foot), Sale No. 4 (27 floors in 30 Rockefeller
Center, $275.00 per square foot), Sale No. 6 (Heron Tower, 66-72 East 55th
Street, $232.10 per square foot) and Sale No. 7 (4 floors within 420 Fifth
Avenue, $264.84 per square foot) are all considered relevant based on their
recent sale dates and similarities in construction features, occupancy and
underlying economics. After our adjustments, a value range of $250.00 to $270.00
per square foot is estimated.

Leased Fee Interest($Per Square Foot Value        $250.00        $270.00
Times: Rentable Area                              818,719        818,719
Equals: Estimated Value No. 2 (Rounded)         $205,000,000   $221,000,000

Value No. 2 is Leased Fee Interest subject to existing leases and contractual
obligations but exclusive of the master lease.

SALES COMPARISON APPROACH CONCLUSION: $205,000,000 to $221,000,000


           Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>

<TABLE>
<CAPTION>

370-392 Madison Avenue                                                                                                 June 23, 1997
New York, New York                                                                                                          Page 151
                                                SALES COMPARISON APPROACH (Continued)

                                                       370-392 MADISON AVENUE
                                             SUMMARY OF COMPARABLE OFFICE BUILDING SALES


- ------------------------------------------------------------------------------------------------------------------------------------
                                                              Class/Constructed/  Sale Price
                                                                        Stories/   Per Sq. Ft.                            Retail &
                                                 Sale Date/       Rentable Area/     Rentable                               Garage
No.        Address/Location                      Sale Price            Occupancy         Area      Location   Physical   Component
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>                <C>            <C>        <C>          <C>
1.   505 Park Avenue                                   U.C.         A/1948/1987/     $236.55        Minus      Plus         Plus    
     Park Avenue Sub-Market                     $47,000,000       22/198,690/97%

2.   527 Madison Avenue                                2/97              A/1986/     $311.63        Minus      Plus         None    
     Fifth/Madison Avenue Sub-Market            $67,000,000       26/215,000/98%

3.   540 Madison Avenue                                9/96               A/1970     $144.68        N.A.       N.A.         N.A.    
     Fifth/Madison Avenue Sub-Market            $37,500,000       38/259,190/58%

4.   30 Rockefeller Center (27 floors)                 7/96             A/B/1932     $275.00        None       None         Plus    
     Sixth Avenue/Rock Ctr. Sub-Market         $440,000,000       52/1.6 million
                                                                    within a 2.9
                                                                    million/100%

5.   1412-1416 Sixth Avenue                            6/96        B/1924/1970s/     $132.97        N.A.       N.A.         N.A.    
     Sixth Ave./Rock Ctr. Sub-Market            $14,662,500       17/110,266/94%

6.   66-72 East 55th Street                           12/95              A/1989/     $232.10        None       None         Plus    
     Fifth/Madison Avenue Sub-Market             $33,353,00       25/143,700/96%

                                                As Adjusted
                                                    for 50%
                                                   interest

7.   420 Fifth Avenue (4 floors)                       6/95              A/1989/     $264.84        Plus       None         Plus    
     Penn St/Garment Ctr. Sub-Market            $30,642,500       28/115,700 w/I
                                                                    560,000/100%
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

- ------------------------------------------------------------------------------------
                                                                 Eco-
No.        Address/Location                     Occupancy      nomics      Composite
- ------------------------------------------------------------------------------------
<S>                                                <C>         <C>           <C>
1.   505 Park Avenue                               Minus        Plus         Plus
     Park Avenue Sub-Market                  

2.   527 Madison Avenue                            Minus        Plus         None
     Fifth/Madison Avenue Sub-Market         

3.   540 Madison Avenue                            N.A.         N.A.         N.A.
     Fifth/Madison Avenue Sub-Market         

4.   30 Rockefeller Center (27 floors)             Minus       Minus         Minus
     Sixth Avenue/Rock Ctr. Sub-Market       
                                             
                                             

5.   1412-1416 Sixth Avenue                        N.A.         N.A.         N.A.
     Sixth Ave./Rock Ctr. Sub-Market         

6.   66-72 East 55th Street                        Minus        Plus         None
     Fifth/Madison Avenue Sub-Market         

                                             
                                             
                                             

7.   420 Fifth Avenue (4 floors)                   Minus        None         None
     Penn St/Garment Ctr. Sub-Market         
- ------------------------------------------------------------------------------------
</TABLE>


     (A) Immediate capital expenditures subsequent to purchase; Source:
Compiled by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 152

                      SALES COMPARISON APPROACH (Continued)


                    LOCATION MAP OF COMPARABLE IMPROVED SALES
                                      [MAP]





          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 153


                   RECONCILIATION AND FINAL ESTIMATE OF VALUE

The purpose of this appraisal is to provide an estimate of the Market Values of
the following Leased Fee Interests in the subject property as of June 10, 1997.

                                   Value No. 1              Value No. 2
                                   Master Lease          Existing Leases

Income Capitalization Approach     $197,000,000             $200,000,000
Sales Comparison Approach              -N.A.-      $205,000,000 to $221,000,000
Cost Approach                          -N.A.-

The Cost Approach relies on available current unit cost data (adjusted for time
and type of building) required to produce a like structure. The value indicated
is, in essence, a summation of land value and the depreciated value of the
improvements.

While the cost to replace a property is considered an indication of value, there
are variables inherent in estimating construction costs, depreciation and
remaining physical/economic life. Certain steps in the appraisal process require
the use of judgment (opinion factors); however, none more than the Cost
Approach. This approach has specific application and relevance in the valuation
of specific properties.

The Cost Approach to value was not performed because of the inherent
inaccuracies in estimating accrued depreciation within the subject property.

The Sales Comparison Approach provides an estimate of value based upon the
recent activities of buyers and sellers in the marketplace. This approach is
generally considered to be reliable in active markets where the motivations of
buyers and sellers are known and the underlying economics of the properties
being transferred are available for scrutiny.

          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 154


             RECONCILIATION AND FINAL ESTIMATE OF VALUE (Continued)



The Sales Comparison Approach is considered to be a good indication of value
when sufficient sales activity has occurred. The results of the Sales Comparison
Approach were expressed as a range, correctly reflecting the wide range in sales
prices as expressed in the price per square foot of rentable building area.

The Income Capitalization Approach seeks to view the value of the subject
property from the perspective of the typical investor. Employing a discounted
cash flow analysis as our primary means of value, this approach reflects the
relationship between the income a property is capable of generating and its
value in the marketplace.

Sophisticated investors judge the value of a property based upon the quality and
quantity of the income generated, as well as the likely impact of market
conditions on future income generating capacity. By considering these factors,
the Income Capitalization Approach typically provides the greatest measure of
credibility in estimating value for income producing real estate.

The investment qualities of the subject property have influenced our selections
of a 10.0% and 10.5% discount rate and a 11.0% and 9.5% terminal rates in the
discounted cash flow for the Leased Fee Interest subject to the master lease and
the Leased Fee Interest subject to existing leases, respectively. The selected
rates and concomitant cash yields are reasonable and reflective of basic
criteria developed from our market analysis.

The discounted cash flow analysis is given most weight in concluding a final
value. This approach is given most weight since it reflects current investment
criteria and the related risks in acquiring a high occupancy multi-tenanted
Class "A" commercial office building which is conveniently situated within a
desirable office sub-market. It applies market derived assumptions and investor
criteria in order to project future cash flows and desired yields.

          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                     Page 155


             RECONCILIATION AND FINAL ESTIMATE OF VALUE (Continued)


The estimated Market Value of the Leased Fee Interest reflects the realty's
utility, conformity, current and future income generating capacity and risk
factor as a Class "A" commercial office building within the Midtown Manhattan
office market as of June 10, 1997.

VALUE NO.1: LEASED FEE INTEREST SUBJECT TO MASTER LEASE

                    ONE HUNDRED NINETY-SEVEN MILLION DOLLARS
                                 ($197,000,000)

VALUE NO. 2: LEASED FEE INTEREST SUBJECT TO EXISTING SHORT TERM LEASES AND
CONTRACTUAL OBLIGATIONS

                           TWO HUNDRED MILLION DOLLARS
                                 ($200,000,000)

The value estimate rendered reflects a normal marketing period not exceeding 1
year.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda



                         EXHIBIT 1- LETTER OF ENGAGEMENT





           Koeppel Tener Real Estate Services,Inc., Valuation Division



<PAGE>


                                [KTR LETTERHEAD]


Koeppel Tener Real Estate Services, Inc.
575 Lexington Avenue, New York, NY 10022-6102
212 906-9400 Fax 212 935-5935

Mr. Todd Eagle
Associate
Goldman, Sachs & Co.
85 Broad Street
New York. N.Y. 10004                                                June 3, 1997

Re:  380 Madison Avenue
     New York, N.Y.

Dear Mr. Eagle:

As requested, Koeppel Tener Real Estate Services, Inc. ("KTR") intends to
prepare for Goldman Sachs Mortgage Company a complete self-contained appraisal
of the above referenced property. Situated as noted, the subject property is a
900,000+/- square foot, Class A office building. The building is presently
leased under a master lease dated January 1, 1989 for an initial term of 25
years.

The purpose of the appraisal is to estimate the current Market Value of the
Leased Fee Interest in the real estate (value of the master lease) and the
Market Value of the Leased Fee Interest assuming no master lease.

We understand that the appraisal is being used in connection with mortgage
financing. If you request, we will address the report to a lender designated by
Goldman Sachs Mortgage Company. We understand that the appraisal is to be
utilized by a Goldman Sachs affiliate in its Grande Loan Program and that it may
issue public and/or private securities. We hereby consent to the utilization of
our appraisal in disclosure documents in connection with such securities. We
also agree to cooperate in answering questions, communicated through the client,
in connection with such securitization.

The appraisal report will be prepared in conformity with the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and subject
to the Code of Professional Ethics and Standards of Professional Appraisal
Practice of the Appraisal Institute. The report will contain all the recognized
appraisal methods and techniques that materially contribute to a proper
valuation of the real estate problem under consideration. The report will be
prepared subject to the attached Basic Assumptions and Limiting Conditions.

In order to complete the assignment the following information is required:.
     three year income and expense history ('94,95'96) and 1997 budget;
     copies of service contracts;
     current rent roll;
     copy of most current tax bill;
     1996 statement of actual collections (tenant-by-tenant;
     lease abstracts (particularly of new tenants);
     master lease;
     descriptive data, as available (floor plans, engineering reports, etc.);
     name of contact for inspection;
     and name of contact for financial information and questions.



<PAGE>


[KTR LOGO]

Koeppel Tener Real Estate Services, Inc.
Valuation Division

Mr. Todd Eagle                                                     June 3, 1997
Goldman, Sachs, and Company                                            Page Two


The preceding list states the information required for all office building
appraisals. KTR's files will likely have the '94 and '95 expenses. The rent
roll, '96 income statement, '97 budget, current tax bill, and statement of
collections are absolutely required for a proper appraisal.

Assuming delivery of all required data in a timely manner, KTR will deliver to
you three original reports by June 23, 1997. The fee for the appraisal report
will be 510,000, payable at the time of delivery.

It is understood that payment of the fee is not contingent upon the appraised
value nor any other prearranged condition. Within the contractual relationship,
it is understood that we will not be required to prepare reports in anticipation
of litigation, give testimony or appear in court unless agreed upon in advance.

We appreciate the opportunity to present this proposal. If it correctly states
your understanding of the work to be performed, please sign one copy and return
it to this office as your authorization to proceed.

Very truly yours,
KOEPPEL TENER REAL ESTATE SERVICES, INC.




/s/ Wayne A. Nygard
- -------------------------
By: Wayne A. Nygard,
    Senior Vice President

Accepted By: [ILLEGIBLE]
             ------------------------
Title:       [ILLEGIBLE]
             ------------------------

Date:        [ILLEGIBLE]
             ------------------------


<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda


                         EXHIBIT 2 - TYPICAL FLOOR PLAN





          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda




<PAGE>




                                      [MAP]


                      380 Madison Ave - Typical Floor Plan



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda



                      EXHIBIT 3 - SUMMARY OF TENANT ROSTER



          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


                                                            Tenant Roster
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Roster - Page No. 1 (Storage)
370-392 Madison Avenue                   
New York, New York    
- ------------------------------------------------------------------------------------------------------------------------------------
                                    Rentable                     
                                        Area                        Lease Date          Annualized          Contract Rent        
No.   Tenant                       (Sq. Ft.)       Level/Floor    Lease Expiry        Contract Rent       ($ Per Sq. Ft.)         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>                  <C>        <C>                          <C>
1     Gary Seifert & Co.                100        Sub Bas-3 (C)        Feb-90     In Main Office Lease                            
      C-3-0                                                             Jan-00                                                     
                                                                                                                                   

2     Bachner, Tally, Polevoy           754        Sub Bas-3 (C)        Jun-87           $9,801.96               $13.00            
      & Misher                                                          Sep-02           10,556.00                14.00            
      C-3-2                                                                                                                        

3     LDDS Communications             3,814        Sub Bas-3 (C)        Oct-93          $57,210.00               $15.00            
      C-3-4                                                             Aug-08           66,745.00                17.50            
                                                                                         76,280.00                20.00            
                                                                            (1) 5-year renewal option at FMRV

4     Bachner, Tally, Polevoy         2,049        Sub Bas-3 (C)        Sep-88          $24,588.00               $12.00
      & Misher                                                          Sep-02           26,637.00                13.00
      C-3-8

5     Greenfield, Stein &               400        Sub Bas-3 (C)        Sep-90           $3,600.00                $9.00            
      Senior, LLP                                                       Dec-98                                                     
      C-3-10                                                                                                                       

6     Watson, Farley &                  100        Sub Bas-3 (C)        May-91           $1,749.96               $17.50            
      Williams                                                          Dec-96                                                     
      C-3-11                                                                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                    
                                    Step-up
No.   Tenant                        (Year)         Tenant Contributions                    Project+Base
- ---------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>                          
1     Gary Seifert & Co.             None      Real Estate Taxes:           None
      C-3-0                                    Operating Expenses:          None
                                               Tenant Electricity:          Direct

2     Bachner, Tally, Polevoy                  Real Estate Taxes:           None
      & Misher                      May-99     Operating Expenses:          None
      C-3-2                                    Tenant Electricity:          Direct

3     LDDS Communications                      Real Estate Taxes:           None
      C-3-4                         Dec-97     Operating Expenses:          None
                                    Dec-02     Tenant Electricity:          Direct
                                    

4     Bachner, Tally, Polevoy                  Real Estate Taxes:           None
      & Misher                      Sep-97     Operating Expenses:          None
      C-3-8                                    Tenant Electricity:          Direct
      
5     Greenfield, Stein &                      Real Estate Taxes:           None
      Senior, LLP                              Operating Expenses:          None
      C-3-10                                   Tenant Electricity:          Direct

6     Watson, Farley &                         Real Estate Taxes:           None
      Williams                                 Operating Expenses:          None
      C-3-11                                   Tenant Electricity:          Direct
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Source RREEF Funds; compiled by KTR



            Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Roster - Page No. 2 (Storage)
370-392 Madison Avenue                   
New York, New York    
- ------------------------------------------------------------------------------------------------------------------------------------
                                    Rentable
                                        Area                              Lease Date          Annualized       Contract Rent       
No.   Tenant                        (Sq. Ft.)       Level/Floor      Lease Expiry        Contract Rent      ($ Per Sq. Ft.) 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>                   <C>        <C>                            <C>
7     Gulf International            500            Sub Bas-3 (C)        Jun-90             $9,750.00              $19.50          
      Bank                                                              Jun-00                                                    
      C-3-12                                                                                                                      

8     Metropolitan Fiber            168            Sub Bas-3 (C)        Mar-92             $2,520.00              $15.00          
      Systems                                                           Feb-97 (2) 5-year renewal options at FMRV                 
      C-3-14                                                                                                                      
                                                                                   

9     Bachner, Tally, Polevoy       730            Sub Bas-4 (D)        Jun-84             $8,760.00              $12.00          
      &  Misher                                                         Apr-03              9,490.00               13.00          
      D-4-5                                                                                                                       

10    Bachner, Tally, Polevoy       1,038          Sub Bas-4 (D)        Jun-83     In Main Office Lease                           
      & Misher                                                          Apr-98                                                    
      D-4-5.1                                                                                                                     

11    Edward Issacs                 1,368          Sub Bas-4 (D)        Apr-95            $20,520.00              $15.00          
      D-4-6                                                             Sep-02             23,940.00               17.50          
                                                                                                                                  

12    MCI Metro Access              150            Sub Bas-4 (C)        Dec-94             $3,750.00              $25.00          
      D-4-1                                                             Sep-99                                                    
                                                                                                                                  

13    Sipser, Weinstock,            361            Sub Bas-4 (C)        Jul-96             $5,415.00              $15.00          
      Harper & Dorn                                                     Jul-99                                                    
      D-4-9                                                                                                                       

<CAPTION>

                                    
                                         Step-up
No.   Tenant                             (Year)        Tenant Contributions                         Project+Base
- ----------------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>
7     Gulf International                            Real Estate Taxes:           None
      Bank                                          Operating Expenses:          None
      C-3-12                                        Tenant Electricity:          Direct

8     Metropolitan Fiber                            Real Estate Taxes:           None
      Systems                                       Operating Expenses:          None
      C-3-14                                        Tenant Electricity:          Direct
                                    

9     Bachner, Tally, Polevoy            May-99     Real Estate Taxes:           None
      & Misher                                      Operating Expenses:          None
      D-4-5                                         Tenant Electricity:          Direct

10    Bachner, Tally, Polevoy             None      Real Estate Taxes:           None
      & Misher                                      Operating Expenses:          None
      D-4-5.1                                       Tenant Electricity:          Direct

11    Edward Issacs                                 Real Estate Taxes:           None
      D-4-6                              Jan-98     Operating Expenses:          None
                                                    Tenant Electricity:          Direct

12    MCI Metro Access                              Real Estate Taxes:           None
      D-4-1                                         Operating Expenses:          None
                                                    Tenant Electricity:          $3.00 Per Square foot

13    Sipser, Weinstock,                            Real Estate Taxes:           None
      Harper & Dorn                                 Operating Expenses:          None
      D-4-9                                         Tenant Electricity:          Direct
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

Source RREEF Funds; compiled by KTR

            Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

<TABLE>
<CAPTION>

                                                            Tenant Roster
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Roster - Garage & Retail
370-392 Madison Avenue     
New York, New York         

                            Rentable
                               Area                     Lease Date      Annualized       Contract Rent        Step-up
No.   Tenant                 (Sq. Ft.)  Level/Floor    Lease Expiry    Contract Rent   ($ Per Sq. Ft.)          (Year)   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>              <C>          <C>                <C>                  <C>
1. Meyers Parking                  150   Basement         Nov-89        $999,999.96       $6,666.67            Jan-96    
                                Spaces                    Oct-04       1,025,000.00        6,833.33            Jan-97    
                                44,452      R.A.                       1,050,000.00        7,000.00            Jan-99    
                                                                       1,075,000.00        7,166.67            Jan-01    
                                                                       1,100,000.00        7,333.33            Jan-03

2. Chase Manhattan Bank          7,314    SB-2  (B)       May-79        $320,000.04          $10.82                      
   SB-2 is storage area         12,860    SB-1  (A)       May-99                                                         
   SB-1 is a selling area        9,396   Grade  (1)                                                                      
   Retail Unit No. 1            29,570     Total
 
3. Travel 2000                   1,590   Grade  (2)       Jan-97        $225,000.00         $141.51                      
   Retail Unit No. 2                                      Dec-07         247,500.00          155.66            Jan-99    
                                                                         272,250.00          171.23            Jan-02    
                                                                         299,475.00          188.35            Jan-05

4. Fredsam                       1,105   Grade  (4)       Jun-94        $132,000.00         $119.46                      
   Retail Unit No. 3                                      May-09         145,020.00          131.24            Jun-97    
                       To vacate as of                    Jun-97         159,720.00          144.54            Jun-00    
                                                                         175,690.00          159.00            Jun-03    
                                                                         193,260.00          174.90            Jan-06

   Omni                          1,105   Grade  (4)       Jul-97        $154,700.00         $140.00                      
   Retail Unit No. 3                                      Jun-03         170,170.00          154.00            Jul-00    
                                                                                                                         
                                                                                                                         
                                                                                                                         
                                                                                                                         

5. Sprint Spectrum               1,560                    Mar-97        $325,000.00         $208.33                      
   Retail Unit No. 4                                      Dec-01                                                         
                                                                                                                         
                                                                                                                         

6. BACI Delicatessin             2,107   Grade  (5)       Mar-92        $162,000.00          $76.89                      
   Retail Unit No. 5                                      Aug-07         180,000.00           85.43            Aug-98    
                                                                         204,000.00           96.82            Aug-01    
                                                                         228,000.00          108.21            Aug-04    

7. TSI Madison                   8,447   Mezzanine        Mar-84        $135,152.04          $16.00                      
                                                          Apr-03                                                         
                                                                                                                         

8. TSI Madison                   4,975       2            Jun-96        $149,250.00          $30.00                      
                                                          Apr-03                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
No.   Tenant                     Tenant & Landlord Contribution                                               Project + Base
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                    <C>                                                <C>
1. Meyers Parking              Real Estate Taxes:                     3.5% over $5,633,004
                               Common Area Exp:                       None
                               Tenant Electricity:                    $0.88 per  sq.ft. (Inclusion)                       $39,291.00
                               Other Income:                          $19,420 per year
                            

2. Chase Manhattan Bank        Real Estate Taxes:                     4.21760% over  $1,732,500
   SB-2 is storage area        Common Area Exp:                       None
   SB-1 is a selling area      Tenant Electricity:                    $4.17 per sq.ft. (Inclusion)                       $123,305.64
   Retail Unit No. 1        
 
3. Travel 2000                 Real Estate Taxes:                     .2214% over 1997/1998 base                          $6,450,374
   Retail Unit No. 2           Common Area Exp:                       None
                               Tenant Electricity:                    Direct
                            

4. Fredsam                     Real Estate Taxes:                     .14% of increases over $6,585,062
   Retail Unit No. 3           Common Area Exp:                       None
                               Tenant Electricity:                    Direct
                               Storage Unit of 300 sq.ft. (part of C-3-9.1) in rent
                            

   Omni                        Real Estate Taxes:                     .154% of increases over 1997/1998                   $6,450,374
   Retail Unit No. 3           Common Area Exp:                       None
                               Tenant Electricity:                    Direct
                               Storage Unit of 300 sq.ft. (part of C-3-9.1) in rent
                               Tenant Workletter:
                               Rent Concession:                       3 months free rent (7 + 8/97 and 1/98)

5. Sprint Spectrum             Real Estate Taxes:                    .22% of increases over 1997/1998                     $6,450,374
   Retail Unit No. 4           Common Area Exp:                       None
                               Tenant Electricity:                    Direct
                               Storage Unit of 1,259sq.ft (part of A-1-3) in rent

6. BACI Delicatessin           Real Estate Taxes:                     .341% of increases over $6,513,901
   Retail Unit No. 5           Common Area Exp:                       None
                               Tenant Electricity:                    Direct
                               Storage Unit of 300 sq.ft (D-4-3) in rent

7. TSI Madison                 Real Estate Taxes:                    1.3232% of increases over $2,433,303
                               Operating Expenses:                   Porters Wage w/fringe 1-1  1984 rate                   $2.13301
                               Tenant Electricity:                   $6.85 per square foot                                $57,849.00

8. TSI Madison                 Real Estate Taxes:                    0.693% of increases over $6,576,308
                               Operating Expenses:                   0.347% of increases over 1997 base
                               Tenant Electricity:                   Direct
                               Tenant Workletter:                    As Is
                               Rent Concession:                      5 months free rent
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source:  RREEF Funds; compiled by KTR

          Koeppel Tener Real Eastate Services, Inc. Valuation Division
<PAGE>

<TABLE>
<CAPTION>

                                                            Tenant Roster
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Roster - Page No. 1 (General Office)
370-392 Madison Avenue     
New York, New York         

                            Rentable
                               Area                     Lease Date      Annualized       Contract Rent        Step-up
No.   Tenant                 (Sq. Ft.)   Floor         Lease Expiry    Contract Rent   ($ Per Sq. Ft.)          (Year)   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>              <C>          <C>                <C>                  <C>

1. Healthsource                 17,638      2            May-97       $433,395.00            $24.57                       
                                                         Nov-98        618,024.00             35.04            Sep-97     
                                                                                                                          
                                                                                                                          
                                                                                                                          

2. Bridge Market Data            4,380      2            Feb-92      $170,820.00             $39.00                       
                                                         Oct-06       188,340.00              43.00            Feb-97     
                                                                      205,860.00              47.00            Feb-02     

3. Investment Technology Group  44,704      4            Oct-96    $1,654,048.00             $37.00                       
                                                         Jan-13     1,788,160.00              40.00            Jan-03     
                                                                    1,922,272.00              43.00            Jan-08     
                                                                                                                          
                                                                                                                          

4. Fox-Pitt & Kelton            15,524      5            Jun-93      $414,646.08             $26.71            Jun-98     
                                                         Jun-03       461,218.04              29.71                       
                                                              (1) 5-year renewal option at FMRV                           

5. LDDS Communications          16,230      5            Feb-94      $465,801.00             $28.70            Sep-99     
                                                         Aug-08       535,590.00              33.00            Sep-03     
                                                                      576,165.00              35.50                       

6. Josephthal, Lyon & Ross      12,726      5            Jan-93      $318,150.00             $25.00                       
                                                         Jul-98  (1) 5-year renewal option at FMRV                        
                                                                                                                          

7. U.S. Sprint                  44,480      6            Sep-92    $2,450,000.00             $35.00                       
   To return floor no. 7 as of  25,520      7            Dec-01     1,779,200.00              40.00            Jan-98     
   12/31/97                     ------
                                70,000   Total                                                                            

8. Office Developers Ltd.       12,491      7            Jun-92      $462,167.00            $ 37.00                       
                                                         Jun-03      $487,149.00              39.00            Jun-98     
                                                                      524,622.00              42.00            Dec-00     

9. Bachner Tally Polevoy &       3,917      7            Aug-93      $129,709.92             $33.11                       
   Misher                                                Apr-03       144,929.00              37.00            May-98     
                                                              (1) 5-year renewal option at FMRV                           
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
No.   Tenant                     Tenant & Landlord Contribution                                               Project + Base
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>                                               <C>

1. Healthsource                 Real Estate Taxes:                     2.46% of increases over 1997/1998                 $6,450,374
                                Operating Expenses:                    2.54% of increases over 1997
                                Tenant Electricity:                    Direct
                                Tenant Workletter:                     $6.23 per square foot
                                Rent Concession:                       2 months free rent

2. Bridge Market Data           Real Estate Taxes:                     .6176% of increases over $6,534,102
                                Operating Expenses:                    .6402% of increases over $4,062,307
                                Tenant Electricity:                    Direct

3. Investment Technology Group  Real Estate Taxes:                     6.2252% of increases over $6,576,308
                                Operating Expenses:                    6.4501% of increases over base year 1997
                                Tenant Electricity:                    Direct
                                Tenant Workletter:
                                Rent Concession:                       15 months free rent

4. Fox-Pitt & Kelton            Real Estate Taxes:                     2.24% of increases over $6,521,071
                                Operating Expenses:                    2.162% of increases over $4,116,333
                                Tenant Electricity:                    Direct

5. LDDS Communications          Real Estate Taxes:                     2.289% of increases over $6,585,062
                                Operating Expenses:                    2.372% of increases over $4,116,333
                                Tenant Electricity:                    Direct

6. Josephthal, Lyon & Ross      Real Estate Taxes:                     1.794% of increases over $6,495,591
                                Operating Expensses:                   1.860% of increases over 4,007,658
                                Tenant Electricity:                    Direct

7. U.S. Sprint                  Real Estate Taxes:                     9.883% of increases over $6,563,901
   To return floor no. 7 as of  Operating Expenses:                    10.245% of increases over 3,943,123
   12/31/97                     Tenant Electricirty:                   Direct

8. Office Developers Ltd.       Real Estate Taxes:                     1.76% of increases over $6,534,102
                                Operating Expenses:                    1.83% of increases over $4,062,307
                                Tenant Electricity:                    Direct

9. Bachner Tally Polevoy &      Real Estate Taxes:                     .545% of increases over $6,521,071
   Misher                                                              1997/1998 base as of 5/98
                                Operating Expenses:                    .565% of increases over $4,116,333
                                                                       1997/1998 base as of 5/98
                                Tenant Electricity:                    Direct
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source:  RREEF Funds; compiled by KTR

          Koeppel Tener Real Eastate Services, Inc. Valuation Division
<PAGE>

<TABLE>
<CAPTION>

                                                            Tenant Roster
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Roster - Page No. 2 (General Office)
370-392 Madison Avenue     
New York, New York         

                            Rentable
                               Area                     Lease Date      Annualized       Contract Rent        Step-up
No.   Tenant                 (Sq. Ft.)  Floor          Lease Expiry    Contract Rent   ($ Per Sq. Ft.)          (Year)   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>             <C>          <C>                    <C>                  <C>

10. Southeast Research           2,552     7             Apr-97          $94,424.00          $37.00                                 
    Partners                                             Oct-98                                                                     
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    

11. LDDS Communications         44,480     8             Dec-92       $1,276,576.00          $28.70                                 
                                                         Aug-08        1,543,456.00           34.70            Sep-99               
                                                                       1,788,096.00           40.20            Sep-03               

12. Chase Manhattan Bank        44,687     9             Oct-96       $9,014,344.00          $32.41                                 
                                44,270    10             Sep-02                                                                     
                                43,246    11                                                                                        
                                43,211    12
                                37,680    13
                                37,153    14
                                27,930    15
                               -------
                               278,177   Total

13. Varig Brazillian             7,150    16             Sep-90       $1,772,976.00          $48.00                                 
    Airlines                    29,787    17             Sep-10       Greater Of                                                    
                                ------                           Ending Rent or 95% of FMRV                    Sep-00
                                36,937                           Ending Rent or 85% of FMRV                    Sep-05               
                                                                                
                                                                                                                                    

14. Bachner, Tally, Polevoy &   29,744    18             Jun-83         $516,626.16          $17.37                                 
    Misher                                               Apr-03        1,130,272.00           38.00            May-98               
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
No.   Tenant                     Tenant & Landlord Contribution                                               Project + Base
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                   <C>                                             <C>
10. Southeast Research           Real Estate Taxes:                   None
    Partners                     Operating Expenses:                  None
                                 Tenant Electricity:                  Direct
                                 Tenant Workletter:                   As Is
                                 Rent Concession:                     None
                                 
11. LDDS Communications          Real Estate Taxes:                   6.272% of increases over $6,495,591
                                 Operating Expenses:                  6.502% of increases over $4,007,658
                                 Tenant Electricity:                  Direct
                                 
12. Chase Manhattan Bank         Real Estate Taxes:                   34.835% of increases over $2,192,750 base
                                 Operating Expenses:                  Porters Wage; $0.7842-1 (1982 Wage Rate)              $2.21805
                                 Tenant Electricity:                  Direct except Floor No. 15 at $2.47/sf              $68,847.96
                                 
                                 
                                 
                                 
                                 
                                 
13. Varig Brazillian             Real Estate Taxes:                   5.22% of increases over $5,588,596
    Airlines                                                          New Base Year at Step-up
                                 Operating Expenses:                  5.41% of increases over $3,885,130
                                                                      New Base Year at Step-up
                                 Tenant Electricity:                  Direct
                                 
14. Bachner, Tally, Polevoy &    Real Estate Texas:                   3,6786% of increases over $2,322,794
    Misher                                                            1997/1998 base year as of 5/98
                                 Operating Expenses:                  Porters Wage, 1-1 (1983 wage rate)
                                                                      1998 base year as of 5/98                            $3.93293
                                 Tenant Electricity:                  $3.16 per square foot (Inclusion)               $93,967
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source:  RREEF Funds; compiled by KTR

          Koeppel Tener Real Eastate Services, Inc. Valuation Division
<PAGE>

<TABLE>
<CAPTION>

                                                            Tenant Roster
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Roster - Page No. 3 (General Office)
370-392 Madison Avenue     
New York, New York         

                             Rentable
                               Area                     Lease Date      Annualized       Contract Rent        Step-up
No.   Tenant                 (Sq. Ft.)     Floor       Lease Expiry    Contract Rent   ($ Per Sq. Ft.)          (Year)   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>          <C>          <C>                    <C>                  <C>
15. Watson & Farley             18,463      19           Jan-90         $895,455.48          $48.50                                 
                                                         May-00          913,918.00           49.50            May-97               
                                                                (1) 5-year renewal option at FMRV                                   
                                           
16. Black Entertainment         11,000      20           Dec-92         $363,000.00          $33.00                                 
    Television                                           Dec-02          407,000.00           37.00            Dec-97               
                                          
17. Gulf International Bank     18,495      21           Jun-90         $943,245.00          $51.00                                 
                                                         Jun-00  (1) 5 year renewal option at 95% of FMRV                           
                                                                                                                                    
                                           
18. Gray, Seifart & Comapny     15,284      22           Jan-90         $785,139.00          $51.37                                 
                                                         Jan-00
                                                                                                                                    
                                           
19. Aquila Management Corp.      7,239      23           Nov-90         $376,428.00          $52.00                                 
                                                         May-01                                                                     
                                                                                                                                    
                                           
20. Daiwa International          5,026      23           Nov-92         $180,936.00          $36.00                                 
    Capital Market                                       Nov-02          201,040.00           40.00            Nov-98               
                                                                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
No.   Tenant                     Tenant & Landlord Contribution                                               Project + Base
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                   <C>                                             <C>
15. Watson & Farley             Real Estate Taxes:                    2.61% of increases over $5,227,929
                                Operating Expenses:                   2.70% of increases over $3,857, 163
                                Tenant Electricity:                   Direct
                                
16. Black Entertainment         Real Estate Taxes:                    1.532% of increases over $6,457,080
    Television                  Operating Expenses:                   1.587% of increases over $4,007,658
                                
17. Gulf International Bank     Real Estate Taxes:                    2.61% of increases over $5,588,596
                                Operating Expenses:                   2.71% of increases over $3,857163
                                Tenant Electricity:                   Direct
                                
18. Gray, Seifart & Comapny     Real Estate Taxes:                    2.158% of increases over $5,227,929
                                Operating Expenses:                   2.237% of increases over $3,857,163
                                Tenant Electricity:                   Direct
                                
19. Aquila Management Corp.     Real Estate Taxes:                    1.02% of increases over $5,588,596
                                Operating Expenses:                   1.06% of increases over $3,857,163
                                Tenant Electricity:                   Direct
                                
20. Daiwa International         Real Estate Taxes:                    0.71% of increases over $6,495,591
    Capital Market              Operating Expenses:                   0.72% of increases over $4,007,658
                                Tenant Electricity Electricity:       Direct
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source:  RREEF Funds; compiled by KTR

          Koeppel Tener Real Eastate Services, Inc. Valuation Division
<PAGE>

370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Addenda



                  EXHIBIT 4 - KTR EFFECTIVE RENT WORKPAPERS











          Koeppel Tener Real Eastate Services, Inc. Valuation Division
<PAGE>



<TABLE>
<CAPTION>

                                                      Effective_Rent_Analysis

Address:                  370-390 Madison Avenue          53.00 step-ups                                                           1
LOWER FLOOR OFFICE              Years $39.00 1-4                                                                                   1

                                           40.00 5-8                 Equals:                           Equals:
Lease Term                             12  43.00 9-12        Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $48.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount   Effective
Free Rent (Months)                     10  Year    Rent  Ten Elec.     Rent  Workletter  Free Rent Discounting      Rate        Rent
Tenant Electricity (Lease)          $0.00

<S>                                           <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   
                                              1   37.00      0.00     37.00        6.54      4.20       $26.27    0.9217     $24.21
Free Rent (Total-$PerSF)           $30.83     2   37.00      0.00     37.00        6.54      4.20        26.27    0.8495      22.31
Tenant Electricity (Market)         $0.00     3   37.00      0.00     37.00        6.54      4.20        26.27    0.7829      20.56
Interest Rate Cost of Capital       8.50%     4   37.00      0.00     37.00        6.54      4.20        26.27    0.7216      18.95
Partial Payment Factor           0.136153     5   40.00      0.00     40.00        6.54      4.20        29.27    0.6650      19.46
Discount Rate-Cost of Capital       8.50%     6   40.00      0.00     40.00        6.54      4.20        29.27    0.6129      17.94
                                              7   40.00      0.00     40.00        6.54      4.20        29.27    0.5649      16.53
Cumulative Effective Rent times:  $210.24     8   40.00      0.00     40.00        6.54      4.20        29.27    0.5207      15.24
Partial Payment factor           0.136153     9   43.00      0.00     43.00        6.54      4.20        32.27    0.4799      15.48
Equals:                                      10   43.00      0.00     43.00        6.54      4.20        32.27    0.4423      14.27
Effective Annual Rent              $28.63    11   43.00      0.00     43.00        6.54      4.20        32.27    0.4076      13.15
                                             12   43.00      0.00     43.00        6.54      4.20        32.27    0.3757      12.12
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----     ----         ----      ----         ----    ------       ----
                                        Total   $480.00     $O.00   $480.00      $78.42    $50.38      $351.20              $210.24
</TABLE>



<TABLE>
<CAPTION>
Address:                  370-390 Madison Avenue          $3.00 step-ups                                                          1
UPPER FLOOR OFFICE              Years $39.00 1-4                                                                                  1

                                           42.00 5-8                 Equals:                           Equals:                      
Lease Term                             12  45.00 9-12        Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $48.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective 
Free Rent (Months)                     10  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent 
Tenant Electricity (Lease)          $0.00
<S>                                           <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   
                                              1   39.00      0.00     39.00        6.54      4.42       $28.04    0.9217     $25.84
Free Rent (Total-$PerSF)           $32.50     2   39.00      0.00     39.00        6.54      4.42        28.04    0.8495      23.82
Tenant Electricity (Market)         $0.00     3   39.00      0.00     39.00        6.54      4.42        28.04    0.7829      21.95
Interest Rate Cost of Capital       8.50%     4   39.00      0.00     39.00        6.54      4.42        28.04    0.7216      20.23
Partial Payment Factor           0.136153     5   42.00      0.00     42.00        6.54      4.42        31.04    0.6650      20.64
Discount Rate-Cost of Capital       8.50%     6   42.00      0.00     42.00        6.54      4.42        31.04    0.6129      19.03
                                              7   42.00      0.00     42.00        6.54      4.42        31.04    0.5649      17.54
Cumulative Effective Rent times:  $223.27     8   42.00      0.00     42.00        6.54      4.42        31.04    0.5207      16.16
Partial Payment factor           0.136153     9   45.00      0.00     45.00        6.54      4.42        34.04    0.4799      16.33
Equals:                                      10   45.00      0.00     45.00        6.54      4.42        34.04    0.4423      15.06
Effective Annual Rent              $30.40    11   45.00      0.00     45.00        6.54      4.42        34.04    0.4076      13.88
                                             12   45.00      0.00     45.00        6.54      4.42        34.04    0.3757      12.79
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0 00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $504.00     $0.00   $504.00      $78.42    $53.10      $372.48              $223.27
</TABLE>



                                     Page 1


<PAGE>


<TABLE>
<CAPTION>
                                                       Effective_Rent_Analysis


Address:                  370-390 Madison Avenue                                                        
Retail Unit No.1               Years $95.00  1-5             10.0% every 5 years

                                          104.50  6-10               Equals:                           Equals:
Lease Term                             15 114.95 11-15       Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $5.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount   Effective
Free Rent (Months)                     12  Year    Rent  Ten Elec.     Rent  Workletter  Free Rent Discounting      Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   
                                              1   95.00      0.00     95.00        0.60     11.44       $82.96    0.9217     $76.46
Free Rent (Total-$PerSF)           $95.00     2  $95.00      0.00     95.00        0.60     11.44        82.96    0.8495      70.47
Tenant Electricity (Market)         $0.00     3   95.00      0.00     95.00        0.60     11.44        82.96    0.7829      64.95
Interest Rate Cost of Capital        8.50%    4   95.00      0.00     95.00        0.60     11.44        82.96    0.7216      59.86
Partial Payment Factor            0.12042     5   95.00      0.00     95.00        0.60     11.44        82.96    0.6650      55.17
Discount Rate-Cost of Capital        8.50%    6  104.50      0.00    104.50        0.60     11.44        92.46    0.6129      56.67
                                              7  104.50      0.00    104.50        0.60     11.44        92.46    0.5649      52.23
Cumulative Effective Rent times:  $748.57     8  104.50      0.00    104.50        0.60     11.44        92.46    0.5207      48.14
Partial Payment factor            0.12042     9  104.50      0.00    104.50        0.60     11.44        92.46    0.4799      44.37
Equals:                                      10  104.50      0.00    104.50        0.60     11.44        92.46    0.4423      40.89
Effective Annual Rent              $90.14    11  114.95      0.00    114.95        0.60     11.44       102.91    0.4076      41.95
                                             12  114.95      0.00    114.95        0.60     11.44       102.91    0.3757      38.66
                                             13  114.95      0.00    114.95        0.60     11.44       102.91    0.3463      35.63
                                             14  114.95      0.00    114.95        0.60     11.44       102.91    0.3191      32.84
                                             15  114.95      0.00    114.95        0.60     11.44       102.91    0.2941      30.27
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0 2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total $l,572.25      0.00 $l.572.25       $9.03   $171.60    $l,391.62              $748.57
</TABLE>

<TABLE>
<CAPTION>
Address:                          370-390 Madison Avenue                                                                           1
Real Units No.2 and 3                Years #####  1-3       10.0% every 3 years                                                    1

                                          154.00 4-6                Equals:                            Equals:
Lease Term                             10 169.40 7-10        Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $5.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      3  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   
                                              1  140.00      0.00    140.00        0.76      5.33      $133.90    0.9217    $123.41
Free Rent (Total-$PerSF)           $35.00     2  140.00      0.00    140.00        0.76      5.33       133.90    0.8495     113.75
Tenant Electricity (Market)         $0.00     3  140.00      0.00    140.00        0.76      5.33       133.90    0.7829     104.83
Interest Rate Cost of Capital        8.50%    4  154.00      0 00    154.00        0.76      5.33       147.90    0.7216     106.72
Partial Payment Factor           0.152408     5  154.00      0 00    154.00        0.76      5.33       147.90    0.6650      98.36
Discount Rate-Cost of Capital        8.50%    6  154.00      0.00    154.00        0.76      5.33       147.90    0.6129      90.66
                                              7  169.40      0.00    169.40        0.76      5.33       163.30    0.5649      92.25
Cumulative Effective Rent times:  $965.61     8  169.40      0.00    169.40        0.76      5.33       163.30    0.5207      85.03
Partial Payment factor           0.152408     9  169.40      0.00    169.40        0.76      5.33       163.30    0.4799      78.37
Equals:                                      10  169.40      0.00    169.40        0.76      5.33       163.30    0.4423      72.23
Effective Annual Rent             $147.17    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0 00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total $l,559.60     $0.00 $l,559.60       $7.62    $53.34    $l,498.64              $965.61
</TABLE>

<TABLE>
<CAPTION>
Address:                         370-390 Madison Avenue                                                                            1
Retail Units No. 4                  Years ##### 1-3       10.0% every 3 years                                                      1

                                          176.00 4-6                Equals:                            Equals:
Lease Term                             10 193.40 7-10        Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $5.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      3  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   
                                              1  160.00      0.00    160.00        0.76      5.33      $153.90    0.9217    $141.41
Free Rent (Total-$PerSF)           $40.00     2  160.00      0.00    160.00        0.76      6.10       153.14    0.8495     130.09
Tenant Electricity (Market)         $0.00     3  160.00      0.00    160.00        0.76      6.10       153.14    0.7829     119.90
Interest Rate Cost of Capital        8.50%    4  176.00      0.00    176.00        0.76      6.10       169.14    0.7216     122.05
Partial Payment Factor           0.152408     5  176.00      0.00    176.00        0.76      6.10       169.14    0.6650     112.49
Discount Rate-Cost of Capital        8.50%    6  176.00      0.00    176.00        0.76      6.10       169.14    0.6129     103.67
                                              7  193.60      0.00    193.60        0.76      6.10       186.74    0.5649     105.50
Cumulative Effective Rent times:$l.104.27     8  193.60      0.00    193.60        0.76      6.10       186.74    0.5207      97.23
Partial Payment factor           0.152408     9  193.60      0.00    193.60        0.76      6.10       186.74    0.4799      89.61
Equals:                                      10  193.60      0.00    193.60        0.76      6.10       186.74    0.4423      82.59
Effective Annual Rent             $168.30    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0 00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      - --        ----      ----         ----    ------       ----
                                        Total $1,782.40     $0.00 $1,782.40       $7.62    $60.96    $l,713.82            $l,104.27

</TABLE>


                                     Page 1


<PAGE>

<TABLE>
<CAPTION>

                                                       Effective_Rent_Analysis

 Address:                  370-390 Madison Avenue                                                                                 1
 Retail Unit No. 5               Years $75.00 1-3          10.0% every 3 years                                                    1

                                           82.50 4-6                Equals:                            Equals:
Lease Term                             10 90.75  7-10        Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $5.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      3  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   
                                              1   75.00      0.00     75.00        0.76      2.86       $71.38    0 9217     $65.79
Free Rent (Total-$PerSF)           $18.75     2   75.00      0.00     75.00        0.76      2.86        71.38    0.8495      60.63
Tenant Electricity (Market)         $0.00     3   75.00      0.00     75.00        0.76      2.86        71.38    0.7829      55.88
Interest Rate Cost of Capital        8.50%    4   82.50      0.00     82.50        0.76      2.86        78.88    0.7216      56.92
Partial Payment Factor           0.152408     5   82.50      0.00     82.50        0.76      2.86        78.88    0.6650      52.46
Discount Rate-Cost of Capital        8.50%    6   82.50      0.00     82.50        0.76      2.86        78.88    0.6129      48.35
                                              7   90.75      0.00     90.75        0.76      2.86        87.13    0.5649      49.22
Cumulative Effective Rent times:  $514.97     8   90.75      0.00     90.75        0.76      2.86        87.13    0.5207      45.37
Partial Payment factor           0.152408     9   90.75      0.00     90.75        0.76      2.86        87.13    0.4799      41.81
Equals:                                      10   90.75      0.00     90.75        0.76      2.86        87.13    0.4423      38.54
Effective Annual Rent              $78.49    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0 00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                                   ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $835.50     $0.00   $835.50       $7.62    $28.58      $799.30              $514.97 
</TABLE>

<TABLE>
<CAPTION>
Address:                         370-390 Madison Avenue                                                                           1
Retail Unit No. 6                      Years $27.00 1-3          10.0% every 3 years                                               1
                                           29.70 4-6                Equals:                            Equals:
Lease Term                             10 32.67  7-10        Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $5.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      3  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   27.00      0.00     27.00        0.76      1.03       $25.21    0.9217     $23.23
Free Rent (Total-$PerSF)           $6.75      2   27.00      0.00     27.00        0.76      1.03        25.21    0.8495      21.41
Tenant Electricity (Market)        $0.00      3   27.00      0.00     27.00        0.76      1.03        25.21    0.7829      19.74
Interest Rate Cost of Capital       8.50%     4   29.70      0.00     29.70        0.76      1.03        27.91    0.7216      20.14
Partial Payment Factor          0.152408      5   29.70      0.00     29.70        0.76      1.03        27.91    0.6650      18.56
Discount Rate-Cost of Capital       8.50%     6   29.70      0.00     29.70        0.76      1.03        27.91    0.6129      17.11
                                              7   32.67      0.00     32.67        0.76      1.03        30.88    0.5649      17.44
Cumulative Effective Rent times: $182.19      8   32.67      0.00     32.67        0.76      1.03        30.88    0.5207      16.08
Partial Payment factor          0.152408      9   32.67      0.00     32.67        0.76      1.03        30.88    0.4799      14.82
Equals:                                      10   32.67      0.00     32.67        0.76      1.03        30.88    0.4423      13.66
Effective Annual Rent             $27.77     11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                                   ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $300.78     $0.00   $300.78       $7.62    $10.29      $282.87              $182.19
</TABLE>
                                     Page 1



<PAGE>

<TABLE>
<CAPTION>

                                                       Effective_Rent_Analysis

 Address:                    370-392 Madison Avenue
 Tenant                      Investment Technology

                                                                    Equals:                            Equals:
Lease Term                             16                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $45.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                     15  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   37.00      0.00     37.00        5.25      5.39       $26.36    0.9217     $24.29
Free Rent (Total-$PerSF)         $ 46.25      2   37.00      0.00     37.00        5.25      5.39        26.36    0.8495      22.39
Tenant Electricity (Market)        $0.00      3   37.00      0.00     37.00        5.25      5.39        26.36    0.7829      20.64
Interest Rate Cost of Capital       8.50%     4   37.00      0.00     37.00        5.25      5.39        26.36    0.7216      19.02
Partial Payment Factor           0.116614     5   37.00      0.00     37.00        5.25      5.39        26.36    0.6650      17.53
Discount Rate-Cost of Capital        8.50%    6   37.00      0.00     37.00        5.25      5.39        26.36    0.6129      16.16
                                              7   40.00      0.00     40.00        5.25      5.39        29.36    0.5649      16.59
Cumulative Effective Rent times:  $242.92     8   40.00      0.00     40.00        5.25      5.39        29.36    0.5207      15.29
Partial Payment factor           0.116614     9   40.00      0.00     40.00        5.25      5.39        29.36    0.4799      14.09
Equals:                                      10   40.00      0.00     40.00        5.25      5.39        29.36    0.4423      12.99
Effective Annual Rent              $28.33    11   40.00      0.00     40.00        5.25      5.39        29.36    0.4076      11.97
                                             12   43.00      0.00     43.00        5.25      5.39        32.36    0.3757      12.16
                                             13   43.00      0.00     43.00        5.25      5.39        32.36    0.3463      11.20
                                             14   43.00      0.00     43.00        5.25      5.39        32.36    0.3191      10.33
                                             15   43.00      0.00     43.00        5.25      5.39        32.36    0.2941       9.52
                                             16   43.00      0.00     43.00        5.25      5.39        32.36    0.2711       8.77
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0 00      0.00      0 00        0 00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0 00        0.00      0 00         0.00    0.1956       0.00
                                                   ----      ----      ----        ----      ----         ----    ------       ----
                                        Total    $637.00     $0.00   $637.00      $83.96    $86.29      $466.74              $242.92



                                     Page 1
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                       Effective_Rent_Analysis

Address:                    370-392 Madison Avenue
Tenant                      Travel 2000 (Store No. 2)             
                                                                    Equals:                            Equals:
Lease Term                             11                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      2  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   
                                              1  141.51      0.00    141.51        0.00      3.38      $138.13    0.9217    $127.30
Free Rent (Total-$PerSF)           $23.59     2  141.51      0.00    141.51        O.O0      3.38       138.13    0.8495     117.33
Tenant Electricity (Market)         $0.00     3  155.66      0.00    155.66        0.00      3.38       152.28    0.7829     119.22
Interest Rate Cost of Capital        8.50%    4  155.66      0.00    155.66        0.00      3.38       152.28    0.7216     109.88
Partial Payment Factor          0.1434929     5  155.66      0.00    155.66        0.00      3.38       152.28    0.6650     101.27
Discount Rate-Cost Capital          8.50%     6  171.23      0.00    171.23        0.00      3.38       167.85    0.6129     102.88
                                              7  171.23      0.00    171.23        0.00      3.38       167.85    0.5649      94.82
Cumulative Effective Rent times $l,106.06     8  171.23      0.00    171.23        0.00      3.38       167.85    0.5207      87.39
Partial Payment factor          0.1434929     9  188.35      0.00    188.35        0.00      3.38       184.97    0.4799      88.76
Equals:                                      10  188.35      0.00    188.35        0.00      3.38       184.97    0 4423      81.81
Effective Annual Rent            $158.71     11  188.35      0.00    188.35        0.00      3.38       184.97    0.4076      75.40
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                       Total  $l,828.74      0.00 $l,828.74       $0.00    $37.23    $l,791.51            $l,106.06

</TABLE>

<TABLE>
<CAPTION>

Address:              370-392 Madison Avenue
Tenant                Omni 2000 (Store No 3)

                                                                    Equals:                            Equals:
Lease Term                              6                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      3  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1  140.00      0.00    140.00        0.00      7.69      $132.31    0.9217    $121.95
Free Rent (Total-$PerSF)           $35.00     2  140.00      0.00    140.00        0.00      7.69       132.31    0.8495     112.39
Tenant Electricity (Market)         $0.00     3  140.00      0.00    140.00        0.00      7.69       132.31    0.7829     103.59
Interest Rate Cost of Capital        8.50%    4  154.00      0.00    154.00        0.00      7.69       146.31    0.7216     105.58
Partial Payment Factor          0.2196071     5  154.00      0.00    154.00        0.00      7.69       146.31    0.6650      97.31
Discount Rate-Cost Capital           8.50%    6  154.00      0.00    154.00        0.00      7.69       146.31    0.6129      89.68
                                              7    0.00      0.00      0.00        0.00      0.00         0.00    0.5649       0.00
Cumulative Effective Rent times:  $630.50     8    0.00      0.00      0.00        0.00      0.00         0.00    0.5207       0.00
Partial Payment factor          0.2196071     9    0.00      0.00      0.00        0.00      0.00         0.00    0.4799       0.00
Equals:                         
Effective Annual Rent                        10    0.00      0.00      0.00        0.00      0.00         0.00    0.4423       0.00
                                  $138.46    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0 3757       0 00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.271        0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                                   ----      ----      ----        ----      ----         ----      ----       ----
                                         Total  $882.00     $0.00   $882.00       $0.00    $46.12      $835.88              $630.50

</TABLE>

<TABLE>
<CAPTION>


Address:                 370-392 Madison Avenue
Tenant                 TSI Madison (Store No. 6)                 Equals:                            Equals:
Lease Term                              7                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      5  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   30.00      O.00     30.00        0.00      2.44       $27.56    0.9217     $25.40
Free Rent (Total-$Per$F)           $12.50     2   30.00      0.00     30.00        0.00      2.44        27.56    0.8495      23.41
Tenant Electricity (Market)         $0.00     3   30.00      0.00     30.00        0.00      2.44        27.56    0.7829      21.58
Interest Rate Cost of Capital        8.50%    4   30.00      0.00     30.00        0.00      2.44        27.56    0.7216      19.89
Partial Payment Factor          0.1953692     5   30.00      0.00     30.00        0.00      2.44        27.56    0.6650      18.33
Discount Rate-Cost of Capital        8.50%    6   30.00      0.00     30.00        0.00      2.44        27.56    0.6129      16.89
                                              7   30.00      0.00     30.00        0.00      2.44        27.56    0.5649      15.57
Cumulative Effective Rent times:  $141.06     8   30.00      0.00      0.00        0.00      0.00         0.00    0.5207       0.00
Partial Payment factor          0.1953692     9    0.00      0.00      0.00        0.00      0.00         0.00    0.4799       0.00
Equal:                                       10    0.00      0.00      0.00        0.00      0.00         0.00    0.4423       0 00
Effective Annual Rent             $27.56     11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0 3757       0 00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                                   ----      ----      ----        ----      ----         ----    ------       ----
                                                $210.00      $0.00  $210.00       $0.00    $17.09       192.91              $141.06
</TABLE>

                                     Page 1
<PAGE>


<TABLE>
<CAPTION>

                                                       Effective_Rent_Analysis



Address                     280 Park Avenue
Tenant                      Xerox                         Equals:                          Equals:
Lease Term                             15                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $45.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                     12  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>    
                                              1   40.00      0.00     40.00        5.42      4.82       $29.76    0.9217     $27.43
Free Rent (Total-$PerSF)           $40.00     2   40.00      0.00     40.00        5.42      4.82        29.76    0.8495      25.28
Tenant Electricity (Market)         $0.00     3   40.00      0.00     40.00        5.42      4.82        29.76    0.7829      23.30
Interest Rate Cost of Capital        8.50%    4   40.00      0.00     40.00        5.42      4.82        29.76    0.7216      21.48
Partial Payment Factor          0.1204205     5   40.00      0.00     40.00        5.42      4.82        29.76    0.6650      19.79
Discount Rate-Cost of Capital        8.50%    6   44.00      0.00     44.00        5.42      4.82        33.76    0.6129      20.70
                                              7   44.00      0.00     44.00        5.42      4.82        33.76    0.5649      19.07
Cumulative Effective Rent times:  $271.60     8   44.00      0.00     44.00        5.42      4.82        33.76    0.5207      17.58
Partial Payment Factor          0.1204205     9   44.00      0.00     44.00        5.42      4.82        33.76    0.4799      16.20
Equals:                                      10   44.00      0.00     44.00        5.42      4.82        33.76    0.4423      14.93
Effective Annual Rent              $32.71    11   48.00      0.00     48.00        5.42      4.82        37.76    0 4076      15.39
                                             12   48.00      0.00     48.00        5.42      4.82        37.76    0.3757      14.19
                                             13   48.00      0.00     48.00        5.42      4.82        37.76    0.3463      13.08
                                             14   48.00      0.00     48.00        5.42      4.82        37.76    0.3191      12.05
                                             15   48.00      0.00     48.00        5.42      4.82        37.76    0.2941      11.11
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                         Total  $660.00     $0.00   $660.00      $81.28    $72.25      $506.46              $271.60

</TABLE>


<TABLE>
<CAPTION>
Address:             280 Park Avenue
Tenant               NFL                                  Equals:                          Equals:
Lease Term                             15                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $50.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      9  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C> 
                                              1   37.00      0.00     37.00        6.02      3.34       $27.64    0.9217     $25.47
Free Rent (Total-$PerSF)           $27.75     2   37.00      0.00     37.00        6.02      3.34       $27.64    0.8495      23.48
Tenant Electricity (Market)         $O.OO     3   37.00      0.00     37.00        6.02      3.34       $27.64    0.7829      21.64
Interest Rate Cost of Capital        8.50%    4   37.00      0.00     37.00        6.02      3.34       $27.64    0.7216      19.94
                                
Partial Payment Factor          0.1204205     5   37.00      0.00     37.00        6.02      3.34       $27.64    0.6650      18.38
Discount Rate-Cost of Capital       8.50%     6   41.00      0.00     41,00        6.02      3.34        31.64    0.6129      19.39
                                              7   41.00      0.00     41,00        6.02      3.34        31.64    0.5649      17.87
Cumulative Effective Rent times:  $250.45     8   41.00      0.00     41,00        6.02      3.34        31.64    0.5207      16.47
Partial Payment factor          0.1204205     9   41.00      0.00     41,00        6.02      3.34        31.64    0.4799      15.18
Equals:                                      10   41.00      0.00     41,00        6.02      3.34        31.64    0.4423      13.99
Effective Annual Rent              $30.16    11   43.00      0.00     43.00        6.02      3.34        33.64    0.4076      13.71
                                             12   43.00      0.00     43.00        6.02      3.34        33.64    0.3757      12.64
                                             13   43.00      0.00     43.00        6.02      3.34        33.64    0.3463      11.65
                                             14   43.00      0.00     43.00        6.02      3.34        33.64    0.3191      10 74
                                             15   43.00      0.00     43.00        6.02      3.34        33.64    0.2941       9.89
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                                   ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $605.00     $0.00   $605.00      $90.32   $50.13       $464.56              $250.45

</TABLE>

<TABLE>
<CAPTION>
SAddress:             520 Madison Avenue
Tenant               CIG International                              Equals:                          Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $30.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                     10  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   50.00      0.00     50.00        4.57      6.35       $39.08    0.9217     $36.02
Free Rent (Total-$PerSF)           $41.67     2   50.00      0.00     50.00        4.57      6.35        39.08    0.8495      33.19
Tenant Electricity (Market)         $0.00     3   50.00      0.00     50.00        4.57      6.35        39.08    0.7829      30.59
Interest Rate Cost of Capital       8.50%     4   50.00      0.00     50.00        4.57      6.35        39.08    0.7216      28.20
                                0.1524077     5   50.00      0.00     50.00        4.57      6.35        39.08    0.6650      25.99
Partial Payment Factor              8.50%     6   50.00      0.00     50.00        4.57      6.35        44.08    0.6129      27,02
Discount Rate-Cost of Capital  
                                              7   55.00      0.00     55.00        4.57      6.35        44.08    0.5649      24.90
Cumulative Effective Rent times:  $269.50     8   55.00      0.00     55.00        4.57      6.35        44.08    0.5207      22.95
Partial Payment factor          0.1524077     9   55.00      0.00     55.00        4.57      6.35        44.08    0.4799      21.15
Equals:                                      10   55.00      0.00     55.00        4.57      6.35        44.08    O.4423      19.49
Effective Annual Rent              $41.07    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0 00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $525.00      0.00   $525.00      $45.72    $63.50      $415.77              $269.50
</TABLE>

                                     Page 1


<PAGE>


<TABLE>
<CAPTION>
                                                       Effective_Rent_Analysis


Address                      535 Madison Avenue
Tenant                       Cambridge Capital                       Equals:                          Equals:
Lease Term                              5                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $10.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      4  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   44.50      0.00     44.50        2.54      3.76       $38.20    0.9217     $35.21
Free Rent (Total-$PerSF)           $14.83     2   44.50      0.00     44.50        2.54      3.76        38.20    0.8495      32.45
Tenant Electricity (Market)         $O.00     3   44.50      0.00     44.50        2.54      3.76        38.20    0.7829      29.91
Interest Rate Cost of Capital        8.50%    4   44.50      0.00     44.50        2.54      3.76        38.20    0.7216      27.56
                                              5   44.50      0.00     44.50        2.54      3.76        38.20    0.6650      25.40
Partial Payment Factor          0.2537658     6    0.00      0.00      0.00        0.00      0.00         0.00    0.6129       0.00
Discount Rate-Cost of Capital         8.5%    7    0.00      0.00      0.00        0.00      0.00         0.00    0.5649       0.00
                                              8    0.00      0.00      0.00        0.00      0.00         0.00    0.5207       0.00
Cumulative Effective Rent times:  $150.53     9    0.00      0.00      0.00        0.00      0.00         0.00    0.4799       0.00
Partial Payment factor          0.2537658    10    0.00      0.00      0.00        0.00      0.00         0.00    0.4423       0.00
Equals:                                      11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       O.00
Effective Annual Rent              $38.20    12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $222.50     $0.00   $222.50      $12.69    $18.82      $190.99              $150.53
</TABLE>


<TABLE>
<CAPTION>
Address                   100 Park Avenue                                                                      
Tenant                    Philip Morris                              Equals:                          Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $40.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      9  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   35.00      0.00     35.00        6.10      4.00       $24.90    0.9217     $22.95
Free Rent (Total-$PerSF)           $26.25     2   35.00      0.00     35.00        6.10      4.00       $24.90    0.8495      21.15
Tenant Electricity (Market)         $0.00     3   35.00      0.00     35.00        6.10      4.00       $24.90    0.7829      19.50
Interest Rate Cost of Capital       8.50%     4   35.00      0.00     35.00        6.10      4.00       $24.90    0.7216      17.97
                                              5   35.00      0.00     35.00        6.10      4.00       $24.90    0.6650      16.56
Partial Payment Factor          0.1524077     6   35.00      0.00     35.00        6.10      4.00       $24.90    0.6129      15.26
Discount Rate-Cost of Capital       8.50%     7   35.00      0.00     35.00        6.10      4.00       $24.90    0.5649      14.07
                                              8   35.00      0.00     35.00        6.10      4.00       $24.90    0.5207      12.97
Cumulative Effective Rent times:  $163.40     9   35.00      0.00     35.00        6.10      4.00       $24.90    0.4799      11.95
Partial Payment factor          0.1524077    10   35.00      0.00     35.00        6.10      4.00       $24.90    0.4423      11.01
Equals:                                      11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
Effective Annual Rent              $24.90    12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       O.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1952       0.00
                                                   ----      ----      ----        ----      ----         ----     -----       ----
                                        Total   $350.00     $0.00   $350.00      $60.96    $40.01      $249.03              $163.40
</TABLE>




<TABLE>
<CAPTION>
Address                540 Madison Avenue                                                                                     
Tenant                 Wilson McHenry                             Equals:                          Equals:
Lease Term                              5                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $10.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                      0  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   37.00      0.00     37.00        2.54      0.00       $34.46    0.9217     $31.76
Free Rent (Total-$PerSF)            $0.00     2   37.00      0.00     37.00        2.54      0.00        34.46    0.8495      29.27
Tenant Electricity (Market)         $O.00     3   37.00      0.00     37.00        2.54      0.00        34.46    0.7829      26.98
Interest Rate Cost of Capital        8.50%    4   37.00      0.00     37.00        2.54      0.00        34.46    0.7216      24.87
                               
Partial Payment Factor          0.2537658     5   37.00      0.00     37.00        2.54      0.00        34.46    0.6650      22.92
Discount Rate-Cost of Capital       8.50%     6    0.00      0.00      0.00        0.00      0.00         0.00    0.6129       0.00
                                              7    0.00      0.00      0.00        0.00      0.00         0.00    0.5649       0.00
Cumulative Effective Rent times:  $135.80     8    0.00      0.00      0.00        0.00      0.00         0.00    0.5207       0.00
Partial Payment factor          0.2537658     9    0.00      0.00      0.00        0.00      0.00         0.00    0.4799       0.00
Equals:                                      10    0.00      0.00      0.00        0.00      0.00         0.00    0.4423       0.00
Effective Annual Rent              $34.46    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       O.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $185.00     $0.00   $185.00      $12.69     $0.00      $172.31              $135.80

                                     Page 1
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

                                                       Effective Rent_Analysis
Address                     590 Madison Avenue 
Tenant                      Paine Webber                            Equals:                            Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $45.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                     12  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1  $41.50      0.00     41.50        6.86      6.32       $28.32    0.9217     $26.10
Free Rent (Total-$PerSF)           $41.50     2   41.50      0.00     41.50        6.86      6.32        28.32    0.8495      24.05
Tenant Electricity (Market)         $0.00     3   41.50      0.00     41.50        6.86      6.32        28.32    0.7829      22.17
Interest Rate Cost of Capital        8.50%    4   41.50      0.00     41.50        6.86      6.32        28.32    0.7216      20.43
Partial Payment Factor          0.1524077     5   41.50      0.00     41.50        6.86      6.32        28.32    0.6650      18.83
Discount Rate-Cost of Capital        8.50%    6   46.50      0.00     46.50        6.86      6.32        33.32    0.6129      20.42
                                              7   46.50      0.00     46.50        6.86      6.32        33.32    0.5649      18.82
Cumulative Effective Rent times:  $198.90     8   46.50      0.00     46.50        6.86      6.32        33.32    0.5207      17.35
Partial Payment factor          0.1524077     9   46.50      0.00     46.50        6.86      6.32        33.32    0.4799      15.99
Equals:                                      10   46.50      0.00     46.50        6.86      6.32        33.32    0.4423      14.74
Effective Annual Rent              $30.31    11    0.00      0.00      0.00        0.00      0.00         0.00    0 4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      O.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $440.00     $0.00   $440.00      $68.58    $63.25      $308.17              $198.90
</TABLE>

<TABLE>
<CAPTION>
Address:                   590 Madison Avenue
Tenant                      Credit Finance                          Equals:                            Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $52.50      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                     13  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   50.00      0.00     50.00        8.00      8.26       $33.74    0.9217     $31.10
Free Rent (Total-$PerSF)           $54.17     2   50.00      0.00     50.00        8.00      8.26        33.74    0.8495      28.66
Tenant Electricity (Market)         $O.O0     3   50.00      0.00     50.00        8.00      8.26        33.74    0.7829      26.42
Interest Rate Cost of Capital        8.50%    4   50.00      0.00     50.00        8.00      8.26        33.74    0.7216      24.35
Partial Payment Factor          0.1524077     5   50.00      0.00     50.00        8.00      8.26        33.74    0.6650      22.44
Discount Rate-Cost of Capital        8.50%    6   50.00      0.00     50.00        8.00      8.26        33.74    0.6129      23.75
                                              7   55.00      0.00     55.00        8.00      8.26        38.74    0.5649      21.89
Cumulative Effective Rent times:  $234.50     8   55.00      0.00     55.00        8.00      8.26        38.74    0.5207      20.17
Partial Payment factor          0.1524077     9   55.00      0.00     55.00        8.00      8.26        38.74    0.4799      18.59
Equals:                                      10   55.00      0.00     55.00        8.00      8.26        38.74    0.4423      17.14
Effective Annual Rent              $35.74    11    0.00      0.00      O.OO        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.0O        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      O.00        O.OO      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      O.OO         0.0O    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      O.OO         0.0O    0.1956       0.00
                                             --    ----      ----      ----        ----      ----         ----    ------       ----
                                        Total   $525.00     $0.00   $525.00      $80.01    $82.55      $362.43              $234.50
</TABLE>


<TABLE>
<CAPTION>
Address:                    320 Park Avenue
Tenant                      Feleming Capital                        Equals:                            Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $50.00      Contract   Surplus  Contract      Tenant      Rent       Before  Discount  Effective
Free Rent (Months)                      0  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   40.00      0.00     40.00        7.62      0.00       $32.38    0.9217     $29.84
Free Rent (Total-$PerSF)            $0.00     2   40.00      0.00     40.00        7.62      0.00        32.38    0.8495      27.51
Tenant Electricity (Market)         $0.00     3   40.00      0.00     40.00        7.62      0.00        32.38    0.7829      25.35
Interest Rate Cost of Capital        8.50%    4   40.00      0.00     40.00        7.62      0.00        32.38    0.7216      23.36
Partial Payment Factor          0.1524077     5   40.00      0.00     40.00        7.62      0.00        32.38    0.6650      21.53
Discount Rate-Cost of Capital        8.50%    6   44.00      O.OO     44.00        7.62      0.00        36.38    0.6129      22.30
                                              7   44.00      O.OO     44.00        7.62      0.00        36.38    0.5649      20.55
Cumulative Effective Rent times:  $222.94     8   44.00      O.OO     44.00        7.62      0.00        36.38    0.5207      18.94
PartiaL Payment factor          0.1524077     9   44.00      O.OO     44.00        7.62      0.00        36.38    0.4799      17.46
Equals:                                      10   44.00      O.OO     44.00        7.62      0.00        36.38    0.4423      16.09
Effective Annual Rent              $33.98    11    0.00      O.OO      O.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      O.OO        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0 2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    O.1956       0.00
                                                   ----      ----      ----        ----      ----         ----     -----       ----
                                         Total  $420.00     $0.00   $420.00      $76.20     $0.00      $343.80              $222.94

</TABLE>


                                     Page 1


<PAGE>

<TABLE>
<CAPTION>
                                                       Effective_Rent_Analysis


Address:                    330 Madison Avenue
Tenant                      Dean Witter                             Equals:                            Equals:
Lease Term                             15                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $42.00      Contract   Surplus  Contract      Tenant            Rent Before  Discount  Effective
Free Rent (Months)                     12  Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   28.50      0.00     28.50        5.06      3.43       $20.01    0.9217     $18.44
Free Rent (Total-$PerSF)           $28.50     2   28.50      0.00     28.50        5.06      3.43        20.01    0.8495      17.00
Tenant Electricity (Market)         $O.OO     3   28.50      0.00     28.50        5.06      3.43        20.01    0.7829      15.67
Interest Rate Cost of Capital        8.50%    4   28.50      0.00     28.50        5.06      3.43        20.01    0.7216      14.44
Partial Payment Factor          0.1204205     5   28.50      0.00     28.50        5.06      3.43        20.01    0.6650      13.31
Discount Rate-Cost of Capital        8.50%    6   32.50      0.00     32.50        5.06      3.43        24.01    0.6129      14.72
                                              7   32.50      0.00     32.50        5.06      3.43        24.01    0.5649      13.56
Cumulative Effective Rent times:  $190.60     8   32.50      0.00     32.50        5.06      3.43        24.01    0.5207      12.50
Partial Payment factor          0.1204205     9   32.50      O.00     32.50        5.06      3.43        24.01    0.4799      11.52
Equals:                                      10   28.50      0.00     28.50        5.06      3.43        24.01    O.4423      10.62
Effective Annual Rent              $22.95    11   36.50      0.00     36.50        5.06      3.43        28.01    0.4076      11.42
                                             12   36.50      0.00     36.50        5.06      3 43        28.01    0.3757      10.52
                                             13   36.50      0.00     36.50        5.06      3.43        28.01    0.3463       9.70
                                             14   36.50      0.00     36.50        5.06      3 43        28.01    0.3191       8.94
                                             15   36.50      0.00     36.50        5.06      3 43        28.01    0.2941       8.24
                                             16    0.00      0.00      O.OO        O.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         O.OO    0.2499       0.00
                                             18    0.00      O.OO      0.00        0.00      0.00         O.OO    0.2303       0.00
                                             19    0.00      O.OO      0.OO        0.OO      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      O.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                         Total  $487.50     $O.OO   $487.50      $75.86    $51.48      $360.16              $190.60
</TABLE>


<TABLE>
<CAPTION>
Address:                    375 Park Avenue
Tenant                      Beacon Group                            Equals:                            Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $45.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                     11   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   45.00      0.00     45.00        6.86      6.29       $31.85    0.9217     $29.36
Free Rent (Total-$PerSF)           $41.25     2   45.00      0.00     45.00        6.86      6.29        31.85    0.8495      27.06
Tenant Electricity (Market)         $0.00     3   45.00      0.00     45.00        6.86      6.29        31.85    0.7829      24.94
Interest Rate Cost of Capital        8.50%    4   45.00      O.OO     45.00        6.86      6.29        31.85    0.7216      22.99
Partial Payment Factor          0.1524077     5   45.00      0.00     45.00        6.86      6.29        31.85    0.6650      21.18
Discount Rate-Cost of Capital        8.50%    6   49.00      O.OO     49.00        6.86      6.29        35.85    0.6129      21.98
                                              7   49.00      O.0O     49.00        6.86      6.29        35.85    0.5649      20.26
Cumulative Effective Rent times:  $219.49     8   49.00      0.00     49.00        6.86      6.29        35.85    0.5207      18.67
Partial Payment factor          0.1524077     9   49.00      0.00     49.00        6.86      6.29        35.85    0.4799      17.21
Equals:                                      10   49.00      0.00     49.00        6.86      6.29        35.85    0.4423      15.86
Effective Annual Rent              $33.45    11    O.0O      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      O.OO        O.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         O.OO    0.2499       0.00
                                             18    0.00      O.OO      0.00        0.00      0.00         O.OO    0.2303       0.00
                                             19    0.00      O.OO      0.OO        0.OO      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      O.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                         Total  $470.00     $O.OO   $470.00      $68.58    $62.87      $338.55              $219.49
</TABLE>


<TABLE>
<CAPTION>
Address:                    335 Madison Avenue
Tenant                      Towers Perrin                           Equals:                            Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $45.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                     10   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate        Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   37.00      0.00     37.00        6.86      4.70       $25.44    0.9217     $23.45
Free Rent (Total-$PerSF)           $30.83     2   37.00      0.00     37.00        6.86      4.70        25.44    0.8495      21.61
Tenant Electricity (Market)         $0.00     3   37.00      0.00     37.00        6.86      4.70        25.44    0.7829      19.92
Interest Rate Cost of Capital        8.50%    4   37.00      O.OO     37.00        6.86      4.70        25.44    0.7216      18.36
Partial Payment Factor          0.1524077     5   37.00      0.00     37.00        6.86      4.70        25.44    0.6650      16.92
Discount Rate-Cost of Capital        8.50%    6   41.00      O.OO     41.00        6.86      4.70        29.44    0.6129      18.05
                                              7   41.00      O.0O     41.00        6.86      4.70        29.44    0.5649      16.63
Cumulative Effective Rent times:  $177.42     8   41.00      0.00     41.00        6.86      4.70        29.44    0.5207      15.33
Partial Payment factor          0.1524077     9   41.00      0.00     41.00        6.86      4.70        29.44    0.4799      14.13
Equals:                                      10   41.00      0.00     41.00        6.86      4.70        29.44    0.4423      13.02
Effective Annual Rent              $27.04    11    O.0O      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        O.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         O.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         O.00    0.2303       0.00
                                             19    0.00      O.OO      0.OO        0.OO      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      O.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                         Total  $390.00     $0.00   $390.00      $68.58    $46.99      $274.42              $177.42
</TABLE>


                                     Page 1


<PAGE>


<TABLE>
<CAPTION>
                                                       Effective_Rent_Analysis


Address:                    465 Park Avenue
Tenant                      Borders Book                            Equals:                            Equals:
Lease Term                             21                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                         $17.60      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                     11   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate       Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   37.55      0.00     37.55        1.83      3.57       $32.16    0.9217     $29.64
Free Rent (Total-$PerSF)           $34.42     2   37.55      0.00     37.55        1.83      3.57        32.16    0.8495      27.31
Tenant Electricity (Market)         $0.00     3   37.55      0.00     37.55        1.83      3.57        32.16    0.7829      25.17
Interest Rate Cost of Capital        8.50%    4   41.31      O.OO     41.31        1.83      3.57        35.91    0.7216      25.91
Partial Payment Factor           0.103695     5   41.31      0.00     41.31        1.83      3.57        35.91    0.6650      23.88
Discount Rate-Cost of Capital        8.50%    6   41.31      O.OO     41.31        1.83      3.57        35.91    0.6129      22.01
                                              7   45.44      O.0O     45.44        1.83      3.57        40.04    0.5649      22.62
Cumulative Effective Rent times:  $396.17     8   45.44      0.00     45.44        1.83      3.57        40.04    0.5207      20.85
Partial Payment factor           0.103695     9   45.44      0.00     45.44        1.83      3.57        40.04    0.4799      19.21
Equals:                                      10   49.98      0.00     49.98        1.83      3.57        44.58    0.4423      19.72
Effective Annual Rent              $41.08    11   49.98      0.00     49.98        1.83      3.57        44.58    0.4076      18.17
                                             12   49.98      0.00     49.98        1.83      3.57        44.58    0.3757      16.75
                                             13   54.98      0.00     54.98        1.83      3.57        49.58    0.3463      17.17
                                             14   54.98      0.00     54.98        1.83      3.57        49.58    0.3191      15.82
                                             15   54.98      0.00     54.98        1.83      3.57        49.58    0.2941      14.58
                                             16   60.47      0.00     60.47        1.83      3.57        55.08    0.2711      14.93
                                             17   60.47      0.00     60.47        1.83      3.57        55.08    0.2499      13.76
                                             18   60.47      O.OO     60.47        1.83      3.57        55.08    0.2303      12.68
                                             19   66.52      0.00     66.52        1.83      3.57        61.13    0.2122      12.97
                                             20   66.52      0.00     66.52        1.83      3.57        61.13    0.1956      11.96
                                             21   66.52      0.00     66.52        1.83      3.57        61.13    0.1803      11.02
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                        Total $1,068.73     $0.00 $1,068.73      $38.33    $74.95      $955.45              $396.17
</TABLE>


<TABLE>
Address:                    400 Park Avenue                                                                                       1
Tenant                      Eurostar Cafe                                                                                         1
<CAPTION>
                                                                    Equals:                            Equals:
Lease Term                             15                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                      5   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate       Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1  150.00      0.00    150.00        0.00      7.53      $142.47    0.9217    $131.31
Free Rent(Total-$PerSF)            $62.50     2  150.00      0.00    150.00        0.00      7.53       142.47    0.8495     121.03
Tenant Electricity (Market)         $O.OO     3  150.00      0.00    15000         0.00      7.53       142.47    0.7829     111.54
Interest Rate Cost of Capital        8.50%    4  165.00      0.00    165.00        0.00      7.53       157.47    0.7216     113.63
Partial Payment Factor            0.12042     5  165.00      0.00    165.00        0.00      7.53       157.47    0.6650     104.73
Discount Rate-Cost of Capital        8.50%    6  165.00      0.00    165.00        0.00      7.53       157.47    0.6129      96.52
                                              7  181.50      0.00    181.50        0.00      7.53       173.97    0.5649      98.28
Cumulative Effective Rent times:$l,371.70     8  181.50      0.00    181.50        O.O0      7.53       173.97    0.5207      90.58
Partial Payment factor            0.12042     9  181.50      0.00    181.50        0.00      7.53       173.97    0.4799      83.49
Equals:                                      10  200.00      0.00    200.00        0.00      7.53       192.47    0.4423      85.13
Effective Annual Rent             $165.18    11  200.00      0.00    200.00        0.00      7.53       192.47    0.4076      78.46
                                             12  200.00      0.00    200.00        0.00      7.53       192.47    0.3757      72.31
                                             13  200.00      0.00    200.00        0.00      7.53       192.47    0.3463      66.65
                                             14  200.00      0.00    200.00        0.00      7.53       192.47    0.3191      61.43
                                             15  200.00      0.00    200.00        0.00      7.53       192.47    0.2941      56.61
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                             Total            $2,689.50     $0.00 $2,689.50       $0.00   $112.89   $2,576.61             $l,371.70
</TABLE>


<TABLE>
<CAPTION>
Address:                    400 Park Avenue                                                                                       1
Tenant                      Colortek Photo                                                                                        1
                                                                    Equals:                            Equals:
Lease Term                             15                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                      6   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate       Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1  185.00      0.00    185.00        0.00     11.14      $l73.86    0.9217    $160.24
Free Rent(Total-$PerSF)            $92.50     2  185.00      0.00    185.00        0.00     11.14       173.86    0.8495     147.69
Tenant Electricity (Market)         $0.00     3  185.00      0.00    185.00        O.00     11.14       173.86    0.7829     136.12
Interest Rate Cost of Capital        8.50%    4  203.50      0.00    203.50        0.00     11.14       192.36    0.7216     138.80
Partial Payment Factor            0.12042     5  203.50      0.00    203.50        0.00     11.14       192.36    0.6650     127.93
Discount Rate-Cost of Capital        8.50%    6  203.50      0.00    203.50        0.00     11.14       192.36    0.6129     117.91
                                              7  223.85      0.00    223.85        0.00     11.14       212.71    0.5649     120.17
Cumulative Effective Rent times:$1,265.66     8  223.85      0.00    223.85        0.00     11.14       212.71    0.5207     110.75
Partial Payment factor            0.12042     9  223.85      0.00    223.85        0.00     11.14       212.71    0.4799     102.08
Equals:                                      10  246.23      0.00    246.23        0.00     11.14       235.09    0.4423     103.98
Effective Annual Rent             $152.41    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0 3757       0.OO
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                         Total$2,083.28     $0.00 $2,083.28       $0.00   $111.39    $l,971.89            $l,265.66
</TABLE>


                                     Page 1


<PAGE>


<TABLE>
<CAPTION>
                                                       Effective_Rent_Analysis

Address:                    450 Park Avenue                                                                                       1
Tenant                      JS Saurez                                                                                             1
                                                                    Equals:                            Equals:
Lease Term                             15                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                      3   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate       Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1  140.00      0.00    140.00        0.00      4.21      $135.79    0.9217    $125.15
Free Rent (Total-$PerSF)           $35.00     2  140.00      0.00    140.00        0.00      4.21       135.79    0.8495     115.34
Tenant Electricity (Market)         $0.00     3  140.00      0.00    140.00        O.O0      4.21       135.79    0.7829     106.31
Interest Rate Cost of Capital        8.50%    4  154.00      0.00    154.00        0.00      4.21       149.79    0.7216     108.08
Partial Payment Factor           0.12042      5  154.00      O.O0    154.00        O.00      4.21       149.79    0.6650      99.61
Discount Rate-Cost of Capital        8.50%    6  154.00      0.00    154.00        0.00      4.21       149.79    0.6129      91.81
                                              7  169.00      0.00    169.00        0.00      4.21       164.79    0.5649      93.09
Cumulative Effective Rent times:$1.320.12     8  169.00      0.00    169.00        0.00      4.21       164.79    0.5207      85.80
Partial Payment factor            0.12042     9  169.00      O.0O    169.00        O.O0      4.21       164.79    0.4799      79.08
Equals:                                      10  186.34      0.00    186.34        0.00      4.21       182.13    0.4423      80.55
Effective Annual Rent             $158.97    11  186.34      0.00    186.34        0.00      4.21       182.13    0.4076      74.24
                                             12  186.34      0.00    186.34        0.00      4.21       182.13    0.3757      68.42
                                             13  204.97      0.00    204.97        0.00      4.21       200.76    0.3463      69.52
                                             14  204.97      0.00    204.97        0.00      4.21       200.76    0.3191      64.07
                                             15  204.97      0.00    204.97        0.00      4.21       200.76    0.2941      59.05
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                         Total$2,562.93     $0.00 $2,562.93       $0.OO    $63.22    $2,499.71            $l,320.12
</TABLE>


<TABLE>
<CAPTION>
Address:                    575 Lexington Avenue                                                                                  1
Tenant                      New York Sports Club                                                                                  1
                                                                    Equals:                            Equals:
Lease Term                             16                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                   10.5   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate       Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   21.00      0.00     21.00        0.00      2.14       $18.86    0.9217     $17.38
Free Rent (Total-$PerSF)           $18.38     2   22.00      0.00     22.00        0.00      2.14        19.86    0.8495      16.87
Tenant Electricity (Market)         $O.OO     3   23.00      0.00     23.00        0.00      2.14        20.86    0.7829      16.33
Interest Rate Cost of Capital        8.50%    4   24.00      0.00     24.00        0.00      2.14        21.86    0.7216      15.77
Partial Payment Factor           0.116614     5   25.00      0.00     25.00        0.00      2.14        22.86    0.6650      15.20
Discount Rate-Cost of Capital        8.50%    6   26.00      0.00     26.00        0.O0      2.14        23.86    0.6129      14.62
                                              7   26.00      0.00     26.00        0.00      2.14        23.86    0.5649      13.48
Cumulative Effective Rent times:  $201.76     8   26.00      O.O0     26.00        0.OO      2.14        23.86    0.5207      12.42
Partial Payment factor           0.116614     9   26.00      0.00     26.00        0.00      2.14        23.86    0.4799      11.45
Equals:                                      10   26.00      0.00     26.00        0.00      2.14        23.86    O.4423      10.55
Effective Annual Rent              $23.53    11   26.00      0.00     26.00        0.00      2.14        23.86    0.4076       9.73
                                             12   32.00      0.00     32.00        0.00      2.14        29.86    0.3757      11.22
                                             13   32.00      0.00     32.00        0.00      2.14        29.86    0.3463      10.34
                                             14   32.00      0.00     32.00        0.00      2.14        29.86    0.3191       9.53
                                             15   32.00      0.00     32.00        0.00      2.14        29.86    0.2941       8.78
                                             16   32.00      0.00     32.00        0.00      2.14        29.86    0.2711       8.09
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                         Total  $431.00     $0.00   $431.00       $0.00    $34.28      $396.72              $201.76
</TABLE>


<TABLE>
<CAPTION>
Address:                    425 Park Avenue                                                                                       1
Tenant                      Sterling National Bank                                                                                1
                                                                    Equals:                            Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                      4   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate       Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   94.59      0.00     94.59        0.00      4.81       $89.78    0.9217     $82.75
Free Rent (Total-$PerSF)           $31.53     2   94.59      0.00     94.59        0.00      4.81        89.78    0.8495      76.27
Tenant Electricity (Market)         $O.OO     3   94.59      0.00     94.59        0.00      4.81        89.78    0.7829      70.29
Interest Rate Cost of Capital        8.50%    4   94.59      0.00     94.59        0.00      4.81        89.78    0.7216      64.79
Partial Payment Factor           0.152408     5   94.59      0.00     94.59        0.00      4.81        89.78    0.6650      59.71
Discount Rate-Cost of Capital        8 50%    6   97.70      0.00     97.70        0.00      4.81        92.89    0.6129      56.94
                                              7   97.70      0.00     97.70        0.00      4.81        92.89    0.5649      52.48
Cumulative Effective Rent times:  $597.26     8   97.70      0.00     97.70        0.00      4.81        92.89    0.5207      48.37
Partial Payment factor            0.152408     9   97.70      0.00     97.70        0.00      4.81        92.89    0.4799      44.58
Equals:                                      10   97.70      0.00     97.70        0.00      4.81        92.89    0.4423      41.09
Effective Annual Rent              $91.03    11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0 1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                           Totd $961.45     $0.00   $961.45       $0.00    $48.05      $913.40              $597.26
</TABLE>


                                     Page 1


<PAGE>

<TABLE>
<CAPTION>
                                                       Effective_Rent_Analysis


Address:                    575 Lexington Avenue                                                                                  1
Tenant                      Staples                                                                                               1

                                                                    Equals:                            Equals:
Lease Term                             10                    Plus: Adjusted       Less:      Less:    Adjusted    Times:     Equals:
Workletter                          $0.00      Contract   Surplus  Contract      Tenant             Rent Before  Discount  Effective
Free Rent (Months)                      4   Year    Rent  Ten Elec.     Rent  Workletter Free Rent  Discounting     Rate       Rent
Tenant Electricity (Lease)          $0.00
<S>                               <C>        <C> <C>        <C>      <C>          <C>       <C>        <C>       <C>        <C>   

                                              1   86.32      0.00     86.32        0.00      0.00       $86.32    0.9217     579.56
Free Rent (Total-$PerSF)            $0.00     2   86.32      0.00     86.32        0.00      0.00        86.32    0.8495      73.32
Tenant Electricity (Market)         $0.00     3   86.32      0.00     86.32        0.00      0.00        86.32    0.7829      67.58
Interest Rate Cost of Capital        8.50%    4   86.32      0.00     86.32        0.00      0.00        86.32    0.7216      62.29
Partial Payment Factor           0.152408     5   86.32      0.00     86.32        0.00      0.00        86.32    0.6650      57.41
Discount Rate-Cost of Capital        8.50%    6   91.32      0.00     91.32        0.00      0.00        91.32    0.6129      55.97
                                              7   91.32      0.00     91.32        0.00      0.00        91.32    0.5649      51.59
Cumulative Effective Rent times:  $579.48     8   91.32      0.00     91.32        0.00      0.00        91.32    0.5207      47.55
Partial Payrnent factor          0.152408     9   91.32      0.00     91.32        0.00      0.00        91.32    0.4799      43.82
Equals:                                      10   91.32      0.00     91.32        0.00      0.00        91.32    0.4423      40.39
Effective Annual Rent             $88.32     11    0.00      0.00      0.00        0.00      0.00         0.00    0.4076       0.00
                                             12    0.00      0.00      0.00        0.00      0.00         0.00    0.3757       0.00
                                             13    0.00      0.00      0.00        0.00      0.00         0.00    0.3463       0.00
                                             14    0.00      0.00      0.00        0.00      0.00         0.00    0.3191       0.00
                                             15    0.00      0.00      0.00        0.00      0.00         0.00    0.2941       0.00
                                             16    0.00      0.00      0.00        0.00      0.00         0.00    0.2711       0.00
                                             17    0.00      0.00      0.00        0.00      0.00         0.00    0.2499       0.00
                                             18    0.00      0.00      0.00        0.00      0.00         0.00    0.2303       0.00
                                             19    0.00      0.00      0.00        0.00      0.00         0.00    0.2122       0.00
                                             20    0.00      0.00      0.00        0.00      0.00         0.00    0.1956       0.00
                                             --    ----      ----      ----        ----       ---         ----    ------       ----
                                          Total $888.20     $0.00   $888.20       $0.00     $0.00      $888.20              $579.48
</TABLE>


                                     Page 1


<PAGE>




<PAGE>


370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Addenda

                           EXHIBIT 5 - KTR WORKPAPERS




           Koeppel Tener Real Estate Services Inc Valuation Division

<PAGE>

                                 Base year I & E

================================================================================
Summary of Stabilized Income
370-392 Madison Avenue
New York, New York
                                                      Times          Equals:
                                            R.A.     Mkt Rent   Potential Income
- --------------------------------------------------------------------------------
Storage                          Times     33,172      15.00          497,580
Parking                   150   $5,000     44,452      16.87          750,000
Retail Unit No. 1                          29,570      44.00        1,301,080
Retail Unit No. 2                           1,590     140.00          222,600
Retail Unit No. 3                           1,105     140.00          154,700
Retail Unit No. 4                           1,560     160.00          249,600
RetailUnit No. 5                            2,107      75.00          158,025
Retail Unit No. 6                          13,422      27.00          362,394
Low Floor Office                          483,491      37.00       17,889,167
Upper Floor Office                        285,874      39.00       11,149,086

Sub-Total                                 896,343     $36.52       32,734,232
Balance                                     4,795
Total Building Area                       901,138

Total Storage                              33,172     $15.00          497,580
Total Parking                              44,452      16.87          750,000
Total Retail Commercial                    49,354      49.61        2,448,399
Total Office                              769,365      37.74       29,038,253

Total                                     896,343     $36.52       32,734,232
================================================================================
Source: KTR projections

                                     Page 1
            Koennel Tener Real Ectate Services Inc Valuation Division

<PAGE>


                              Project Information

Projected Lease-up of Vacant Space
370-392 Madison Avenue
New York, New York

                             Office       Office
  No.    Year     Growth   Low Floor   Upper Floor   Storage   Relail-1
  1      1997      2.0%      37.00        39.00       15.00      44.00
  2      1998      4.0%      37.74        39.78       15.30      44.88
  3      1999      4.0%      39.25        41.37       15.91      46.68
  4      2000      4.0%      40.82        43.03       16.55      48.54
  5      2001      4.0%      42.45        44.75       17.21      50.48
  6      2002      4.0%      44.15        46.54       17.90      52.50
  7      2003      4.0%      45.92        48.40       18.61      54.60
  8      2004      4.0%      47.75        50.33       19.36      56.79
  9      2005      4.0%      49.66        52.35       20.13      59.06


<TABLE>
<CAPTION>
Lower Floor Office Space                                                    3.00                         3.00
              Total R.A.               Base
      Project              Lease      Market       Market     First   First Step   Market            2nd Step
 No.     No.      53,435    Date       Rent        Income      Step    New Rent    Income   2nd Step New Rent  Market Income
<S>      <C>      <C>      <C>         <C>       <C>          <C>        <C>     <C>         <C>       <C>      <C>    
  1      44        6,679   Oct-97      37.00       247,123    Oct-01     40.00     267,160   Oct-05    43.00      287,197
  2      45        6,679   Jan-98      37.00       247,123    Jan-02     40.00     267,160   Jan-06    43.00      287,197
  3      46        6,679   Apr-98      37.74       252,065    Apr-02     40.74     272,102   Apr-06    43.74      292,139
  4      47        6,679   Jul-98      37.74       252,065    Jul-02     40.74     272,102   Jul-06    43.74      292,139
  5      48        6,679   Oct-98      37.74       252,065    Oct-02     40.74     272,102   Oct-06    43.74      292,139
  6      49        6,679   Jan-99      37.74       252,065    Jan-03     40.74     272,102   Jan-07    43.74      292,139
  7      50        6,679   Apr-99      39.25       262,148    Apr-03     42.25     282,185   Apr-07    45.25      302,222
  8      51        6,682   Jul-99      39.25       262,266    Jul-03     42.25     282,312   Jul-07    45.25      302,358

  Total           53,435                         2,026,922                       2,187,227                      2,347,532
                                                    $37.93                          $40.93                         $43.93


<CAPTION>
Upper Floor Office Space                                                    3.00                         3.00
              Total R.A.               Base
      Project              Lease      Market       Market     First   First Step   Market            2nd Step
 No.     No.      50,923    Date       Rent        Income      Step    New Rent    Income   2nd Step New Rent  Market Income
<S>      <C>      <C>      <C>         <C>       <C>          <C>        <C>     <C>         <C>       <C>      <C>    
  1      52        6,365   Oct-97      39.00       248,235    Oct-01     42.00     267,330   Oct-05    45.00      286,425
  2      53        6,365   Jan-98      39.00       248,235    Jan-02     42.00     267,330   Jan-06    45.00      286,425
  3      54        6,365   Apr-98      39.78       253,200    Apr-02     42.78     272,295   Apr-06    45.78      291,390
  4      55        6,365   Jul-98      39.78       253,200    Jul-02     42.78     272,295   Jul-06    45.78      291,390
  5      56        6,365   Oct-98      39.78       253,200    Oct-02     42.78     272,295   Oct-06    45.78      291,390
  6      57        6,365   Jan-99      39.78       253,200    Jan-03     42.78     272,295   Jan-07    45.78      291,390
  7      58        6,365   Apr-99      41.37       263,328    Apr-03     44.37     282,423   Apr-07    47.37      301,518
  8      59        6,368   Jul-99      41.37       263,452    Jul-03     44.37     282,556   Jul-07    47.37      301,660

  Total           50,923                         2,036,048                       2,188,817                      2,341,586
                                                    $39.98                          $42.98                         $45.98



<CAPTION>
Storage Space                                                               2.00                         2.00
              Total R.A.               Base
      Project              Lease      Market       Market     First   First Step   Market            2nd Step
 No.     No.      21,040    Date       Rent        Income      Step    New Rent    Income   2nd Step New Rent  Market Income
<S>      <C>      <C>      <C>         <C>       <C>          <C>        <C>     <C>         <C>       <C>      <C>    
  1      60        2,630   Oct-97      15.00        39,450    Oct-01     17.00      44,710   Oct-05    19.00       49,970
  2      61        2,630   Jan-98      15.00        39,450    Jan-02     17.00      44,710   Jan-06    19.00       49,970
  3      62        2,630   Apr-98      15.30        40,239    Apr-02     17.30      45,499   Apr-06    19.30       50,759
  4      63        2,630   Jul-98      15.30        40,239    Jul-02     17.30      45,499   Jul-06    19.30       50,759
  5      64        2,630   Oct-98      15.30        40,239    Oct-02     17.30      45,499   Oct-06    19.30       50,759
  6      65        2,630   Jan-99      15.30        40,239    Jan-03     17.30      45,499   Jan-07    19.30       50,759
  7      66        2,630   Apr-99      15.91        41,849    Apr-03     17.91      47,109   Apr-07    19.91       52,369
  8      67        2,630   Jul-99      15.91        41,849    Jul-03     17.91      47,109   Jul-07    19.91       52,369

  Total           21,040                           323,553                         365,633                        407,713
                                                    $15.38                          $17.38                         $19.38
</TABLE>

          Koeppel Tener Real Estate Services, Inc., Valuation Division

                                     Page 1

<PAGE>




                              Project Information

<TABLE>
<CAPTION>
                          Total                                                        First                        2nd
                           R.A.   Existing      Future    Base                         Step                        Step
                  Project Total    Lease   Down- Lease   Market    Market     First     New    Market     2nd      New      Market
                    No.    R.A.    Expiry  time   Date    Rent     Income     Step     Rent    Income     Step     Rent     Income
<S>                 <C>   <C>      <C>      <C>  <C>      <C>     <C>         <C>      <C>    <C>         <C>      <C>     <C>
Former Chase Space  16    29,570   May-99   17   Nov-00   48.54   1,435,393   Nov-05   53.40  1,578,932   Nov-10   58.74   1,736,826

Former US Sprint    30    25,520   Dec-97   15   Apr-99   39.25   1,001,650   Apr-03   42.25  1,078,210   Apr-07   45.25   1,154,770
</TABLE>

          Koeppel Tener Real Estate Services, Inc., Valuation Division

                                     Page 1

<PAGE>

                              Project Information

Blended Rent For Chase Office
370-392 Madison Akvenue
New York, New York

        9                44,687          37.00          1,653,419
       10                44,270          37.00          1,637,990
       11                43,246          37.00          1,600,102
       12                43,211          37.00          1,598,807
       13                37,680          39.00          1,469,520
       14                37,153          39.00          1,448,967
       15                27,930          39.00          1,089,270

                        278,177          37.74         10,498,075

       Below 12         175,414          37.00          6,490,318
       Above 12         102,763          39.00          4,007,757
       Total            278,177          37.74         10,498,075

                                     Page 1

           Koeppel Tener real Estate servies Inc. Valuation Division

<PAGE>

370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Addenda



                EXlIIB1T 6 - COMPARABLE IMPROVED BUILDING SALES




           Koeppel Tener Real Estate Services Inc. Valuation Division

<PAGE>

370-392 Madison Avenue                                             June 23, 1997
New York,New York                                                        Addenda



                            COMPARABLE BUILDING SALE

Improved Sale                       1

Address                             505 Park Avenue
                                    Northeast corner of East 59th Street
                                    Park Avenue Sub-Market
                                    Midtown Office Market
                                    New York, New York

Date of Sale                        Under Contract (June, 1997)

Grantor                             First Park Associates

Grantee                             Glorious Son

Block/Lot                           1394/1

Liber/Page                          N.A.

Description                         A 22-story Class "A" office building,
                                    constructed in 1948 and extensively
                                    renovated in 1987, containing 198,690 square
                                    feet of rentable area including a
                                    retail/commercial component.

Consideration                       $47,000,000 for Leased Fee Interest.

Financing                           Conventional Financing

Sale Price                          $236.55 per square foot

Sales Analysis

     Effective Gross Income         $40.53 per square foot

         Operating Expenses         $19.09 per square foot

       Net Operating Income         $19.09 per square foot

                 Yield Rate         11.00%

            Terminal O.A.R.         9.0%

          "Going-In" O.A.R.         9.1%

Comments:

The building was will be acquired with a current occupancy of 97% under leases
to "boutique" type tenants (small law and consulting firms). The quality,
quantity and durability of the leases, which expire over the next decade, is
reported to be good based on a mix of non-credit, but successful privately owned
companies.


            Koeppel Tener Real Estate Service Inc Valuation Division

<PAGE>

370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda






Market rents and expenses have been assumed to increase at 4.0% per year.

Source: Confidential sources, KTR market research.












           Koeppel Tener Real Estate Services Inc. Valuation Division





<PAGE>




                          [PHOTO] 505 Park Ave, NY, NY


                                  505 Park Ave





<PAGE>






370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda

                            COMPARABLE BUILDING SALE

Improved Sale            2

Address                  527 Madison Avenue 
                         Southeast corner of East 54th Street
                         Fifth/Madison Avenue Sub-Market  
                         Midtown Office Market
                         New York, New York

Date of Sale             February, 1997


Grantor                  Louis Dreyfus Property Group

Grantee                  Cornerstone Properties

Block/Lot                1289/52

Liber/Page               N.A.

Description              A 26-story Class "A" offic building, constructed in
                         1986, containing 215,000 square feet of rentable area
                         including a retail component and an underground parking
                         garage.

Consideration            $67,000,000 for Leased Fee Interest.

Financing                Cash

Sale Price               $311.63 per square foot

Comments:

The building was acquired with a current occupancy of 98%. Major tenants include
Sumitomo Bank & Trust Company and a number of overseas trading and investment
companies.

Source: KTR market research.




           Koeppel Tenner Real Estate Services Inc. Valuation Division





<PAGE>


                        [PHOTO] 527 Madison Ave, NY, NY


                                 527 Madison Ave





<PAGE>



370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda

                            COMPARABLE BUILDING SALE

Improved Sale            3

Address                  Finland House 
                         540 Madison Avenue 
                         Southwest corner of East 55th Street 
                         Fifth/Madison Avenue Sub-Market
                         Midtown Office Market 
                         New York, New York

Date of Sale             September, 1996

Grantor                  Finlandia Center, Inc.

Grantee                  Macklowe Organization

Block/Lot                1290/56

Liber/Page               N.A.

Description              A 38-story Class "A" office building, constructed in
                         1970, containing 259,190 square feet of rentable area
                         including a retail/commercial component.


Consideration            $37,500,000, which includes $2,500,000 in immediate
                         capital expenditures, for Leasehold Interest.

Financing                Conventional Financing

Sale Price               $144.68 per square foot

Sales Analysis

 Effective Gross Income  $27.12 per square foot

     Operating Expenses  $11.74 per square foot

   Net Operating Income  $15.34 per square foot

             Yield Rate  11.00% to 11.50%

        Terminal O.A.R.  9.0% to 9.5%

      "Going-In" O.A.R.  10.6%

Comments:
The building was acquired with a current occupancy of 88.7% and the immediate
need of $2.5 million in capital improvements. Occupancy is expected to decline
to 58% by year end due to the loss of 2 major tenants (Sterling National Bank
and Ladenburg Thalman). The quality, quantity and durability of the remaining
leases, which expire within 8 years, is reported to be good based on a mix of
credit

           Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>




370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda

and non-credit tenants. Further, the Leasehold Interest benefits from a
favorable ground rent, which is not subject to re-negotiation until 2004, with 2
long term renewal options.

Market rents and expenses have been assumed to increase at 4.0% per year.

Source: Confidential sources, City Register, KTR market research.







           Koeppel Tener Real Estate Services Inc. Valuation Division





<PAGE>



                         [PHOTO] 540 Madison Av, NY, NY
        




                                 540 Madison Ave
                                  Finland House





<PAGE>





370-392 Madison Avenue                                            June 23, 1997
New York, New York                                                      Addenda

                            COMPARABLE BUILDING SALE

Improved Sale            4

Address                  27 floors within 30 Rockefeller Center 
                         West side of Sixth Avenue between West 49th and 50th 
                         Streets 
                         Sixth Avenue/Rockefeller Center Sub-Market 
                         New York, New York

Date of Sale             July, 1996

Grantor                  RCP Associates

Grantee                  N.B.C. Trust No. 1996A

Block/Lot                1265/1001, 1006-1011, 1013-1018, 1020-1022, 1025, 1029,
                         1030, 1051, 1052, 1055, 1056-1057, 1071-1072,
                         1078-1079, 1082-1086

Liber/Page               2347/678

Description              A 52-story Class "A/B" office building, constructed in
                         1932, containing 2,900,000 square feet of rentable
                         area.

                         The property conveyed is a condominium interest in
                         27 floors containing 1,600,000 square feet of
                         rentable area.

Consideration            $440,000,000 for Leased Fee Interest

Financing                Cash

Sale Price               $275.00 per square foot

Comments:

The Leased Fee Interest in the condominium was acquired by the Leasehold
Interest which exercised a purchase option in lieu of leasing the space at a
contract rent in the range of $50.00 per square foot. Located in the heart of
Rockefeller Center, the building was constructed in 1932 and converted to
condominium ownership in the mid-1980s when N.B.C. negotiated special incentives
from the City of New York.

Source: City Register, KTR market research.

           Koeppel Tener Real Estate Services Inc. Valuation Division



<PAGE>


                      [PHOTO] 30 Rockefeller Plaza, NY, NY

                              30 Rockefeller Plaza
                                     GE Bldg





<PAGE>






370-392 Madison Avenue                                             June 23,1997
New York, New York                                                      Addenda

                            COMPARABLE BUILDING SALE

Improved Sale                 5

Address                       1412-1416 Sixth Avenue
                              Southeast corner of West 58th Street
                              Sixth Ave./Rockefeller Center Sub-Market
                              New York, New York

Date of Sale                  June, 1996

Grantor                       Benjamin Duhl

Grantee                       1414 Mgt. Associates L.P.

Block/Lot                     1273/71

Liber/Page                    2339/357

Description                   A 17-story and basement, Class "B" office
                              building, constructed in 1924 as a hotel and
                              converted to office use in the 1970s, containing
                              110,266 square feet of above grade rentable area
                              which includes a retail component.

Consideration                 $14,662,500 for Leased Fee Interest

Financing                     Cash with 50% financing

Sale Price                    $132.97 per square foot

Sales Analysis

     Effective Gross Income   $29.01 per square foot

         Operating Expenses   $16.10 per square foot

       Net Operating Income   $12.91 per square foot

                 Yield Rate    11.5% to 12.0%

            Terminal O.A.R.     9.5% to 10.0%

          "Going-In" O.A.R.     9.7%

Comments:

The property was acquired with a current occupancy of 94% by non-credit tenants
under leases expiring over the next 10 years. Market rents and expenses have
been assumed to increase at 3.0% per year.

Source: Grantor, KTR market research.

           Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>




                  [PHOTO] 1414 Avenue of the Americas, NY, NY

                           1414 Avenue of the Americas
                              Fashion Footwear Bldg





<PAGE>






370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Addenda

                            COMPARABLE BUILDING SALE

Improved Sale            6

Address                  Heron Tower
                         66-72 East 55th Street
                         South side, between Park and Madison Avenues
                         Fifth/Madison Avenue office sub-market
                         New York, New York

Date of Sale             December, 1995

Grantor                  Heron J.V. Acquisition

Grantee                  East 55th Street L.P.

Block/Lot                1290/44

Liber/Page               N.A.

Description              A 25-story Class "A" office building, constructed in
                         1985, containing 143,700 square feet of rentable area

Consideration            $16,676,500 for 50% of Leased Fee Interest

                         $33,353,000 for 100% interest as adjusted

Financing                Cash

Sale Price               $232.10 per square foot as adjusted

Comments:

The property was 96% occupied at the time of sale by boutique type tenants at
rents in the range of $40.00 per square foot. The grantee consolidated its
ownership by acquiring the 50% interest of its partner (grantor). Published
information indicated that the grantee had a purchase option on the interest of
its partner.

Source: City Register, KTR market research.

           Koeppel Tener Real Estate Services. Inc. Valuation Division





<PAGE>


                          [PHOTO] 70 E 55th St, NY, NY




                                  70 E 55th St
                                   Heron Tower





<PAGE>



370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Addenda

                            COMPARABLE BUILDING SALE

Improved Sale                 7

Address                       420 Fifth Avenue (Commercial Condominium)
                              West side between East 37th and East 38th Streets
                              Penn Station/Garment Center sub-market
                              Midtown Office Market
                              New York, New York

Date of Sale                  June, 1995

Grantor                       Hammerson N.Y., Inc.

Grantee                       B.B.V.1 Fifth Avenue Limited Partnership

Block/Lot                     839/1014-1017

Liber/Page                    2213/1772

Description                   Four floors (Nos. 4-7 and 115,700 square feet of
                              rentable area) within a 28-story Class "A"
                              commercial condominium office building. The
                              building contains 560,000 square feet of rentable
                              area including 2 retail units. It was constructed
                              in 1989 and converted to condominium ownership in
                              1990.

Consideration                 $30,642,500 for Leased Fee Interest

Financing                     Cash with conventional financing (33% loan to
                              value)

Sale Price                    $264.84 per square foot

Sales Analysis

     Effective Gross Income   $43.16 per square foot

         Operating Expenses   $13.30 per square foot

       Net Operating Income   $29.86 per square foot

                 Yield Rate    9.75% to 10.0%

            Terminal O.A.R.    9.0% to 9.5%

          "Going-In" O.A.R.   11.3%

Comments:

The subject property (floor nos. 4-7) is 100% occupied under an above market net
lease with Turner Broadcasting which expires in August, 2006 (12 years). Turner
Broadcasting is not considered to be a "credit tenant", however, the buyers
reportedly considered the quality, quantity and durability of the

           Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Addenda

property's existing cash flow to be very good. Further, the high quality
construction features of the building, its 29,000 square feet floor plates and
improving market conditions were major factor influencing the buyers.

Source: Confidential sources, City Register, KTR market research.



            Koeppel Tener Real Estate Services Inc. Valuation Division


<PAGE>



                         [PHOTO] 420 Fifth Ave, NY, NY



                                  420 Fifth Ave





<PAGE>






370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                      Addenda

                        QUALIFICATIONS OF THE APPRAISERS














            Koeppel Tener Real Estate Services Inc. Valuation Division





<PAGE>




370-392 Madison Avenue                                             June 23, 1997
New York, New York                                                       Addenda

                              WAYNE A. NYGARD, MAI
                              SENIOR VICE PRESIDENT

WAYNE A. NYGARD is a member of the Appraisal Institute, holding the MAI
designation. He serves on the Metropolitan New York Chapter #4 Admissions and
Education Committees and served nationally on the Institutionally Employed
Appraiser Committee.

Mr. Nygard received his Bachelors of Business Administration, Cum Laude from
Baruch College of the City of New York with emphasis on Public Administration
and Law. He has attended numerous real estate education classes and seminars
including those offered by The Appraisal Institute, the former Society of Real
Estate Appraisers and New York University.

Mr. Nygard is a manager of the Koeppel Tener Real Estate Services, Inc. New York
Appraisal Division. His responsibilities include client development, appraisal
management and maintaining product quality. Prior to joining the firm, Mr.
Nygard was Vice President and Chief Appraiser for The Bank of New York. As the
first chief appraiser appointed by the bank, he founded the appraisal procedures
and policy for that institution. He was previously employed at The Chase
Manhattan Bank, N.A. as a Team Leader responsible for all Manhattan appraisal
assignments. He has performed appraisals on a wide variety of property types
throughout the United States. Mr. Nygard also has experience with tax certiorari
appraisals and in real estate brokerage.

Mr. Nygard is an Assistant Adjunct Professor of Real Estate at New York
University. He is a member of the NYU Real Estate Appraisal Advisory Council and
the Real Estate Board of New York. He is currently a Certified General Appraiser
in New York State.

           Koeppel Tener Real Estate Services Inc. Valuation Division




<PAGE>



370-392 Madison Avenue                                             June 23, 1997
York, New York                                                          Addenda

                              DANIEL J. MCNEIL, MAI
                                 VICE PRESIDENT

DANIEL J. MCNEIL is a designated member of the Appraisal Institute holding the
MAI designation. Mr. McNeil is a vice president of the New York appraisal office
with Koeppel Tener Real Estate Services, Inc.

Prior to KTR, he was a senior appraiser with James G. Peel Associates, Inc., and
with The Connecticut Bank and Trust Company, N.A., Hartford, Connecticut as a
commercial lending Officer. Over the last decade, Mr. McNeil has worked on
appraisals of many types of real estate, throughout the Greater New York
Metropolitan Area, including office buildings, loft building, shopping centers,
industrial buildings, hotels, residential apartment buildings and garden
apartments under condominium and cooperative ownership, vacant land and
residential subdivisions.

Mr. McNeil is a graduate of Saint Michael's College, Winooski, Vermont with
Bachelor of Arts degree in Business Administration. In addition, he has
completed New York University's Real Estate Diploma Program.


            Koeppel Tener Real Estate Services Inc. Valuation Division




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

               =================================================================

               COMPLETE APPRAISAL OF
               REAL PROPERTY

               Dover Mall & Commons
               Highway 13
               City of Dover
               Kent County, Delaware


               =================================================================

               IN A SELF-CONTAINED REPORT

               As of April 17, 1996



               Prepared For:

               Cadillac Fairview U.S., Inc.
               20 Queen Street West, Fourth Floor
               Toronto, Ontario M5H 3R4



               Prepared By:

               Cushman & Wakefield, Inc.
               Valuation Advisory Services
               51 West 52nd Street, 9th Floor
               New York, NY 10019

<PAGE>

Cushman & Wakefield, Inc.                                              CUSHMAN &
51 West 52nd Street                                                 WAKEFIELD(R)
New York, NY 10019-6178                                     Improving your place
(212) 841-7500                                                  in the world.



June 24, 1996


Mr. John Macdonald
Cadillac Fairview U.S., Inc.
20 Queen Street West, Fourth Floor
Toronto, Ontario M5H 3R4

Re:  Complete Appraisal of Real Property
     Dover Mall & Commons
     Highway 13
     City of Dover
     Kent County, Delaware

Dear Mr. Macdonald:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our self-contained appraisal
report estimating the market value of the leased fee estate in the above
referenced property. Specifically, we are providing an "As Is" Market Value
estimate as of the date of inspection. Subject improvements consist of a
671,493+/- square foot enclosed regional mall known as the Dover Mall and a
51,976+/- square foot strip center known as the Dover Commons. Total site size
is 92.86+/-. We are aware of four additional parcels totaling 78.37+/- acres and
a drainage easement area totaling 9.34+/- acres which are located behind the
mall and to the east and which are under mall ownership. These parcels are
undeveloped and reportedly contain a substantial amount of wetlands. It is
unclear how much of this land, if any, could be utilized for future development.
Ownership has attempted to market the land, however aside from discussions with
the adjacent Dover Downs Racetrack, there has been little interest. For purposes
of this appraisal, this additional land behind the mall is excluded from our
analysis.

     The value opinion(s) reported herein are qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. This report has been prepared for Cadillac Fairview U.S. Inc. ("Client")
and is intended only for its specified use. It may not be distributed to or
relied upon by other persons or entities without written permission of Cushman &
Wakefield, Inc.

     The property was inspected by and the report was prepared by Richard W.
Latella, MAI and Brian J. Booth. Patrick T. Craig, MAI also provided significant
professional assistance in the preparation of the analysis contained in this
report.

<PAGE>

Cushman & Wakefield, Inc.
Mr. John Macdonald
Cadillac Fairview U.S., Inc.
June 24, 1996
Page 2


     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of April 17, 1996, was:

                FIFTY NINE MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $59,500,000

This value may be allocated to the following components:

     Dover Mall:                                          $55,500,000
     Dover Commons:                                       $ 4,000,000
     Total:                                               $59,500,000

This report has been prepared in accordance with our interpretation of your
guidelines, and in compliance with the Uniform Standards of Professional
Appraisal Practice, including the Competency Provision.

This letter is invalid as an opinion of value if detached from the report, which
contains the text, exhibits, and an Addenda.


Respectfully submitted,


Cushman & Wakefield, Inc.


/s/  Brian J. Booth

     Brian J. Booth
     Valuation Advisory Services




Patrick T. Craig, MAI
Associate Director
Valuation Advisory Services


/s/  Richard W. Latella

     Richard W. Latella, MAI
     Senior Director
     Retail Valuation Group
     State of Delaware Temporary Certified
     General Real Estate Appraiser No. V50000031


BJB:RWL:emf

<PAGE>

                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                          Dover Mall & Commons

Property Type:                          Enclosed regional mall and strip
                                        shopping center

Location:                               The subject property is located on the
                                        east side of North Highway 13 (DuPont
                                        Highway) just north of Colege Road in
                                        Dover, Delaware. Delaware State
                                        University is located directly across N.
                                        DuPont Highway from the subject.

Interest Appraised:                     Lease Fee Estate

Date of Value:                          April 17, 1996

Date(s) of Inspection:                  April 17, 1996

Ownership:                              Cadillac Fairview Corporation

Land Area
  Sears:                                10.79+/- acres
  Leggett:                               8.73+/- acres
  Boscov's:                             11.51+/- acres
  JC Penney:                            10.50+/- acres
  Developer Mall Parcel:                37.58+/- acres
  Commons Parcel:                        5.83+/- acres
  Drainage Easements:                    7.92+/- acres
  Total:                                92.86+/- acres

Zoning:                                 SC3 (Shopping Center 3 under the City of
                                        Dover Zoning Ordinance)

Highest and Best Use
  As If Vacant:                         Retail development built to maximum
                                        feasible F.A.R.

  As Improved:                          Continued retail use as a regional mall
                                        and strip shopping center.

Improvements:                           Single-level enclosed regional mall
                                        containing 671,493+/- square feet of
                                        gross leasable area and anchored by
                                        Sears, Leggett's, JC Penney, and
                                        Boscov's.

                                        Single-level strip shopping center
                                        containing 51,976+/- square feet of
                                        gross leasable area. Center currently
                                        has one major tenants (Pier 1 Imports)
                                        which totals 8,956+/- square feet, and a
                                        vacant major suite which totals
                                        11,020+/- square feet which was formerly
                                        occupied by Silo.

<PAGE>

                                   Summary of Salient Facts and Conclusions
================================================================================

Gross Leasable Area - Dover Mall
  Sears:                                111,039+/- SF
  Leggett:                               74,671+/- SF
  Boscov's*:                            137,000+/- SF
  JC Penney*:                           116,480+/- SF
  Mall Shops:                           232,033+/- SF
  -----------                           -------------
  Total GLA:                            671,493+/- SF
  Total Owned GLA:                      418,013+/- SF

* Anchors owned separately

  Year Built
     1982:                              Original Dover Mall Opening
     1988:                              Dover Commons Opening
     1993:                              JC Penney Opens at Dover Mall
     1995:                              Food Court Renovation

Summary of Income and Expense Information:

================================================================================
                         Dover Mall - Operating Summary
================================================================================
                                    Actual 1995          Budget 1996
================================================================================
         Minimum Rent               $4,551,242           $4,594,881
- --------------------------------------------------------------------------------
         Overage Rent               $  456,987           $  484,454
- --------------------------------------------------------------------------------
       Recoveries/Other             $2,124,940           $2,141,977
- --------------------------------------------------------------------------------
         Total Expenses             $2,361,560           $2,482,706
- --------------------------------------------------------------------------------
     Net Operating Income           $4,771,609           $4,738,606
================================================================================


================================================================================
                        Dover Commons - Operating Summary
================================================================================
                                   Actual 1995           Budget 1996
================================================================================
         Minimum Rent               $516,088              $553,975
- --------------------------------------------------------------------------------
         Overage Rent               $  2,000              $   0.00
- --------------------------------------------------------------------------------
       Recoveries/Other             $ 94,108              $ 88,850
- --------------------------------------------------------------------------------
         Total Expenses             $119,3322             $115,014
- --------------------------------------------------------------------------------
     Net Operating Income           $492,864              $527,811
================================================================================

Income Approach Assumptions

Current Occupancy:                      85.3% - Mall
                                        70.0% - Commons

Stabilized Occupancy:                   96.0% - Mall
                                        95.0% - Commons

Forecasted Date of Stabilization:       January 1998 - Mall
                                        April 1997 - Commons

Sales Growth (mall only):               2.0% - 1996

<PAGE>

                                   Summary of Salient Facts and Conclusions
================================================================================

                                        3.0% - 1997-2005

Rent Growth:
Mall                                    Flat - 1996
                                        2.0% - 1997
                                        3.0% - 1998-2005

Commons                                 Flat - 1996
                                        3.0% - 1997-2005

Expense Growth (Mall & Commons):        3.5% - 1996-2005

Tax Growth (Mall & Commons):            3.5% - 1996-2005

Tenant Alterations
Mall
     New:                               $10.00/SF
     Renewal:                           $ 2.00/SF

Commons
     New:                               $ 5.00/SF
     Renewal:                           $ 1.00/SF

Renewal Probability Mall & Commons):    70.0%

Going-In Cap Rate:
   Mall                                 8.50 - 9.00%

   Commons                              9.75 - 10.25%

Terminal Cap Rate:
   Mall                                 9.25 - 10.00%

   Commons                              10.25 - 10.75%

Discount Rate:
   Mall                                 11.50 - 12.00%

   Commons                              12.00 - 12.50%


Value Indicators
  Cost Approach                         N/A

<PAGE>

                                   Summary of Salient Facts and Conclusions
================================================================================

  Sales Comparison Approach
     Mall Component:                    $54,000,000 - $56,000,000
      Value Per Square Foot:            $129 - 134

    Dover Commons Strip Center          $4,160,000
      Value Per Square Foot:            $80.00

  Income Approach
    Discounted Cash Flow (Mall):        $55,500,000
    Direct Capitalization (Mall):       $55,500,000

    Discounted Cash Flow (Commons):     $3,900,000

Value Conclusion - Mall                 $55,500,000
  Value Per Square Foot:                $132.77 (GLA - 418,013 SF owned GLA)

Value Conclusion - Commons:             $4,000,000
  Value Per Square Foot:                $76.96 (GLA - 51,976 SF owned GLA)

Exposure Time Implicit
  In Market Value Estimate:             12+/- months

Special Assumptions Affecting Valuation:

     1.   We are aware of four additional parcels totaling 78.37+/- acres and a
          drainage easement area totaling 9.34+/- acres which are located behind
          the mall and to the east and which are under mall ownership. These
          parcels are undeveloped and reportedly contain a substantial amount of
          wetlands. It is unclear how much of this land, if any, could be
          utilized for future development. Ownership has attempted to market the
          land, however aside from discussions with the adjacent Dover Downs
          Racetrack, there has been little interest. For purposes of this
          appraisal, this additional land behind the mall is excluded from our
          analysis.

     2.   Throughout this analysis we have relied on information provided by
          ownership and management which we assume to be accurate. In this
          regard, we have reviewed lease abstracts for all tenants, a current
          rent roll, operating statements, and a 1996 budget for income and
          expenses at the subject property.

     3.   Our cash flow analysis and valuation has recognized that all signed
          leases and any pending leases with a high probability of being
          consummated are implemented according to the terms presented to us by
          management. Such leases are identified within the body of this report.

     4.   The forecasts of income, expenses, and absorption of vacant space are
          not predictions of the future. Rather, they are our best estimates of
          current market thinking on future income, expenses, and demand. We
          make no warranty or representation that these forecasts will
          materialize.

<PAGE>

                                   Summary of Salient Facts and Conclusions
================================================================================

     5.   The Americans With Disabilities Act (ADA) was enacted in 1990,
          requiring equal access to public places for disabled persons.
          Virtually all landlords of commercial facilities and tenants engaged
          in business that serve the public have compliance obligations under
          the law. While we are not experts in this field, our understanding of
          the law is that it is broad-based and that most existing commercial
          facilities are not in full compliance because of construction prior to
          enactment. We recommend a compliance study be performed by qualified
          personnel to determine the extent of potential non-compliance at the
          subject and any costs to cure.
 
     6.   Please refer to the complete list of assumptions and limiting
          conditions included at the end of this report.

<PAGE>

                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================






                                [PHOTO OMITTED]


                                 [STREET SCENE]






                        View looking north on Highway 13.








                                [PHOTO OMITTED]


                                 [STREET SCENE]






                        View looking south on Highway 13.

<PAGE>

                                            Photographs of Subject Property
================================================================================






                                [PHOTO OMITTED]


                                 [STREET SCENE]







                           Exterior of Leggett store.










                                [PHOTO OMITTED]


                                 [STREET SCENE]






                            Exterior of Sears store.

<PAGE>

                                            Photographs of Subject Property
================================================================================







                                [PHOTO OMITTED]


                                 [STREET SCENE]






                           Exterior of Boscov's store.








                                [PHOTO OMITTED]


                                 [STREET SCENE]






                          Exterior of JC Penney store.

<PAGE>

                                            Photographs of Subject Property
================================================================================











                                [PHOTO OMITTED]


                                 [STREET SCENE]






                         Exterior view of Dover Commons.








                                [PHOTO OMITTED]


                                 [STREET SCENE]






                           Exterior of Dover Commons.

<PAGE>

                                            Photographs of Subject Property
================================================================================







                                [PHOTO OMITTED]


                                 [STORE SCENE]






                          View of mall concourse area.








                                [PHOTO OMITTED]


                                 [STORE SCENE]






                     View of typical in-line tenant spaces.

<PAGE>

                                            Photographs of Subject Property
================================================================================







                                [PHOTO OMITTED]


                                 [STORE SCENE]






                 Looking down Sears throat at interior entrance.








                                [PHOTO OMITTED]


                                 [STORE SCENE]






                 View of JC Penney throat and interior entrance.

<PAGE>

                                            Photographs of Subject Property
================================================================================







                                [PHOTO OMITTED]


                                 [STORE SCENE]






                          View of entrance to Leggett.








                                [PHOTO OMITTED]


                                 [STORE SCENE]






                   View of interior entrance to Fox Theatres.

<PAGE>

                                            Photographs of Subject Property
================================================================================









                                [PHOTO OMITTED]


                                 [STORE SCENE]






                            View of food court area.








                                [PHOTO OMITTED]


                                 [STORE SCENE]






                            View of food court area.

<PAGE>

                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION .............................................................     1
  Identification of Property .............................................     1
  Property Ownership and Recent History ..................................     1
  Purpose and Intended Use of the Appraisal ..............................     1
  Extent of the Appraisal Process ........................................     1
  Date of Value and Property Inspection ..................................     2
  Property Rights Appraised ..............................................     2
  Definitions of Value, Interest Appraised, and Other Pertinent Terms ....     2
  Legal Description ......................................................     3

REGIONAL ANALYSIS ........................................................     4

NEIGHBORHOOD ANALYSIS ....................................................    14

RETAIL MARKET ANALYSIS ...................................................    16

PROPERTY DESCRIPTION .....................................................    50
  Site Description .......................................................    50
  Improvements Description ...............................................    52

REAL PROPERTY TAXES AND ASSESSMENTS ......................................    56

ZONING ...................................................................    57

HIGHEST AND BEST USE .....................................................    58
  Highest and Best Use of Site ...........................................    58
  Highest and Best Use of Property as Improved ...........................    58
  Highest and Best Use of Property as Vacant .............................    59

VALUATION PROCESS ........................................................    61

SALES COMPARISON APPROACH ................................................    62

INCOME APPROACH ..........................................................    80

RECONCILIATION AND FINAL VALUE ESTIMATE ..................................   128

ASSUMPTIONS AND LIMITING CONDITIONS ......................................   131

CERTIFICATION OF APPRAISAL ...............................................   133

ADDENDA ..................................................................   134

<PAGE>

                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject of this appraisal is the Dover Mall and Commons, located in
Dover, Delaware. The mall is a single-level regional mall anchored by Leggett,
Sears, JC Penney and Bozcov's. It contains 671,0493+/- square feet of gross
leasable area. JC Penney and Bozcov's own their own stores, resulting in an
owned GLA of 418,013+/- square feet. Mall shops, kiosks, and food court contain
232,033+/- square feet. Dover Commons is a strip retail center located adjacent
to the mall. It contains a total GLA of 51,976+/- square feet.

     The Dover Mall and Commons parcel contains 92.86+/- acres in total. JC
Penney owns 10.50+/- acres of this total and Bozcov's owns 11.51+/- acres. The
property is situated to the east of Highway 13 (DuPont Highway) directly across
the street from Delaware State University and north of Dover Downs Racetrack.

Property Ownership and Recent History

     Title to the subject property is held by Cadillac Fairview which reportedly
acquired the property in 1988. The original mall was built in 1982. Dover
Commons was added in 1988 and JC Penney constructed their store in 1993.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of a leased
fee estate of the subject property. The appraisal is to be used to establish
asset value for mortgage collateralization.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of all buildings and site improvements and a
          representative sample of shop spaces with James Dolan, the property
          manager;

     o    Interviewed representatives of the property management company;

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent occupancy with the leasing manager;
 
     o    Reviewed a detailed history of income and expenses as well as a budget
          forecast for 1996;

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing shopping centers and offices which
          involved interviews with on-site managers and a review of our own data
          base from previous appraisal files;

     o    Prepared an estimate of stabilized income and expenses (for
          capitalization purposes);

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                                                               Introduction
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     o    Prepared a detailed discounted cash flow (DCF) analysis using Pro-Ject
          +plus software for the purpose of discounting the forecasted net
          income stream into a present value of the leased fee estate for the
          center;

     o    Conducted market inquiries into recent sales of similar properties to
          ascertain sale prices per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers;

     o    Prepared Sales Comparison and Income Approaches to value:

     o    Reconciled the value indications and concluded a final value estimate
          for the subject in its "as is" condition; and

     o    Prepared a Complete Appraisal of real property, with the results
          conveyed in this Self-Contained Report.

Date of Value and Property Inspection

     The date of value is April 17, 1996. On that date, Brain J. Booth and
Richard W. Latella, MAI inspected the property and its environs. Patrick T.
Craig, MAI provided professional assistance in the preparation of this report,
however, has did not inspect the property.

Property Rights Appraised

     Leased Fee Estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

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                                                               Introduction
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     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject to
     the limitations imposed by the governmental powers of taxation, eminent
     domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Market Value As Is on Appraisal Date

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; related to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

Legal Description

     A complete metes and bounds description is included in the Addenda to this
report.


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                                                          REGIONAL ANALYSIS
================================================================================

Introduction

     The short- and long-term value of real estate is influenced by a variety of
factors and forces which interact within a given region. Regional analysis
serves to identify those forces which affect property value and the role they
play within the region. The four primary forces which influence real property
value include environmental characteristics, governmental forces, social
factors, and economic trends. These forces determine the supply and demand for
real property which, in turn, affect market value.

- --------------------------------
A. Environmental Characteristics
- --------------------------------

     The primary environmental forces which influence the region include
physical location, geography, and infrastructure. These characteristics provide
a basis for the region's stability and describe the area's overall locational
bearing. Both natural and man-made environmental forces influence real property
values and are best understood in relation to the subject property's location.

General Overview

     The subject property is located within the City of Dover, Delaware. Dover
is situated in the northeastern portion of the state approximately seven miles
west of the Delaware Bay. Dover is the second largest city in the sate, as well
as Delaware's State Capital and the Kent County Seat. Dover is geographically
suited to agricultural and wildlife preservation, due to its location along
Delaware Bay; and for the state's administrative services, due to centrality of
location. A number of military installations also shape the area's market,
including Dover Air Force Base, one of the largest aerial facilities on the East
Coast. The city is located approximately 45 miles south of Wilmington, Delaware
and approximately 60 miles north of Salisbury, Maryland. A number of military
installations also shape the area's market, including Langley Air Force Base,
the largest aerial port facility on the East Coast.

     The Dover MSA is composed of several small communities including Dover,
Smyrna, Harrington, and Milford. The Facing Page chart presents an overview of
demographic and economic data relating to the subject region. The chart on the
Following Facing Page presents growth projections for the MSA through 2000.

Transportation

     The Dover MSA is generally well served by an integrated transportation
network. The central portion of the MSA contains a majority of the area's
transportation links. Highway 13 links Dover with Wilmington, Interstates 295
and 95 and the State of Pennsylvania to the north, as well as southern Delaware
and the State of Maryland to the south. U.S. State Route 1 provides access
throughout northern Dover, and Route 9 (Bayside Drive) runs along the Delaware
Bay before joining with Route 1 to the south of Dover.

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                                                          Regional Analysis
================================================================================

     There are approximately five small airstrips within the Dover MSA however
no public airservice is provided. The Civil Air Terminal at Dover Airforce Base
can accommodate larger aircraft such as corporate jets. The closest airport
offering public air service is the New Castle County Airport located
approximately 45+/- miles north in Wilmington. The airport is served by mainly
commuter airlines offering daily flights to most east coast cities.

     Other Services

     The MSA is also serviced by Trailways and Greyhound bus lines. Amtrak Rail
service can be accessed in Wilmington.

- --------------------------------
B. Governmental Characteristics
- --------------------------------

     Governmental influences on the region impact property values via political
and legal actions at all levels. The legal climate at a particular time or in a
particular place may overshadow the natural market forces of supply and demand.
Government provides many necessary facilities and services that affect land use
patterns, including public utilities, refuse collection, transportation
networks, zoning codes, and fiscal policies.

Government Structure

     Dover is the state capital as well as the seat for Kent County. The city is
governed by a council-manager form of government, with a mayor, city council,
and city manager. Over twenty city departments provide a full range of services,
including zoning, planning, tax assessment, police, sheriff, and fire
departments.

Services & Utilities

     Dover as well as Kent County, provide a range of municipal services,
including police and fire protection, emergency medical services, street
construction and maintenance, traffic signalization, planning and zoning,
economic development, and parks and recreation. Major suppliers of electricity
in the Dover MSA include Delmarva Power and Light Company, and the Delaware
Electric Cooperative. Chesapeake Utilities provides natural gas, and Tidewater
Utilities provides central water to many areas of the MSA.

Tax Structure

     The state of Delaware has an income tax, however, no cities in the Dover
MSA tax income or wages, and there is no state sales tax. There is a state
realty transfer tax equal to 2 percent, and some municipalities assess a
property transfer tax as well. Properties within Kent County (includes Dover
MSA) are assessed at 60 percent of market value for property taxes. The current
tax rate for Kent County is $0.265 per $100 of assessed value for fiscal year
June 1 to May 31.

     Each of the six school districts within the MSA, including Smyrna, Capitol
(Dover), Caesar Rodney (Camden), Lake Forest (Felton), Milford, and Woodbridge
(Harrington), also collect a property tax, which varies in each district from
$1.0652 per $100 of assessed value in Milford to $1.2531 per $100 of assessed
value in Lake Forest.

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<PAGE>

                                                          Regional Analysis
================================================================================

- --------------------------------
C. Social Forces
- --------------------------------

     Real estate values can be influenced to a large degree by social issues
impacting the region, including population trends, income levels, the profile of
workers in the area, and other quality of life issues. The demographic
composition of the population reveals the potential, basic demand for real
estate services.

Population

     The population and its geographic distribution are basic determinants of
the need for real estate. Aggregate population growth is distributed among
regions in response to changing economic opportunities, while the demand for
real estate is created by a population's demand for the goods and services to be
produced or distributed within the region. Thus, population and demographic
trends can influence the demand for services provided by property, thereby
affecting property value.

     The Delaware MSA has a proportionately higher percentage of young people in
its population mix. This is primary attributable to the military presence within
the region. A young population generally bodes well for future labor force
expansion, especially entry-level positions. These trends also have influences
on consumer needs such as children's clothing, apparel, recreation equipment,
and services.

     Population within the Dover MSA has grown at a relatively healthy pace over
the past decade, showing increases of 1.3 percent per year from 1980 to 1990,
and 1.6 percent annual growth from 1990 to 1996. By comparison, the State of
Delaware has experienced population growth of 1.2 percent per year over the last
six years, while the Mideastern region as a whole reports population growth of
about 0.4 percent per year for the same period. Estimates for 1996 place the
population of Dover at 122,500+/-, an aggregate increase of 9.7 percent over
1990. Through 2000, population growth within Dover is forecasted to be 1.2
percent per year, higher than the rate of growth projected for the state as a
whole. Equifax National Decision Systems Decision Systems also projects
population growth of 1.2 percent per year through 2000.

     A color graphic depicting projected population growth through 2000 is
included at the end of this section. As can be seen, the largest areas of growth
are forecasted to be within the city limits of Dover, as well as the community
of Marydel. The entire area of the MSA is projected to see increases between 4.0
to 10.0 percent through 2000.

Households

     Household formation is an important component of demographic analysis which
helps to identify changing patterns or shifts within the population. A household
consists of all people occupying a single housing unit, thus providing
significant sociological information about the region. Household formation also
has a significant influence on demand for real estate. Households, combined with
effective purchasing power, provide the basic demand for housing units and
household needs, thereby transforming needs into effective demand for real
estate improvements.

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                                                          Regional Analysis
================================================================================

     Like the nation as a whole, household formation has occurred at a rate in
excess of population growth within the subject region. This acceleration has
been the result of several trends, namely the fact that the population is
generally living longer, divorce rates have been on the rise, and many younger
professionals are postponing marriage and/or leaving home at an earlier age, all
resulting in increases of one- and two-person households. The total number of
households in the Dover MSA has increased from 32,960+ in 1980 to 44,250+/- in
1996, a compound annual increase of about 2.0 percent per year. Accordingly, the
number of persons per household within the MSA has decreased from 2.98 in 1980
to 2.76 in 1996.

     Projections through 2000 show household growth at 1.3 percent per year,
slightly higher than population growth forecasts. Equifax is projecting annual
household formation at a slightly higher rate of 1.5 percent per year. Combined,
the consensus forecast shows annual household growth of 1.4 percent per year
through 2000 for the Dover MSA.

Income

     Income levels, either on a per capita, per family, or per household basis,
indicate the economic level of residents within the region and form an important
component of economic analysis. Average income has a direct impact on the
ability of residents to satisfy material desires for goods and services,
directly affecting the demand and price levels of real estate.

     Average income levels within the subject region are below state and
national figures. On a per capita basis, Dover has a per capita income of
$18,905 for 1996, about 30.2 percent below the state level of $24,618 and 24.1
percent below national statistics. Income growth has generally kept pace with
state and national trends, experiencing annual growth of roughly 6.7 percent per
year (1980-90); 4.4 percent per year from 1990 to 1996 (not adjusted for
inflation). Equifax is projecting income growth of 6.7 percent per year through
2000. The consensus forecast is for growth of 5.6 percent per year.

     Although income levels are below average for the state, lower taxes and
housing costs tend to improve the purchasing power of area residents. In an area
such as unique as Dover, discretionary income numbers may actually understate
true spending potential in the local market. Discretionary income (income less
average mortgage payments, pension payments, and taxes) does not take into
account the area's transient military population nor the impact of tourism
within the region.

     The highest per capita incomes are found towards the northeastern portions
of the Dover MSA. These areas are located on the coast, both east and north of
the central Dover MSA.

     A color graphic displaying average household income by area is presented at
the end of this section. As shown, areas on the north side of the MSA are
generally more affluent than other sectors. The highest levels of income are
located in Smyrna and Dover.

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<PAGE>

                                                          Regional Analysis
================================================================================

- --------------------------------
D. Economic Trends
- --------------------------------

     Economic forces are significant to real property value. The fundamental
relationships between current and anticipated supply and demand and the economic
ability of the population to satisfy its wants, needs, and demands through
purchasing power are tantamount to such an analysis. Some of the specific market
characteristics considered in economic analysis include employment trends, the
economic base of the region, expansion and new development, and the overall
economic health of the region.

Overview

     The Dover MSA has a relatively diverse economic base which revolves around
its military and governmental presence.

Dover Airforce Base

     The Dover Airforce Base is located approximately five miles south of the
city of Dover. The base operates the largest aerial port facility on the East
Coast and serves as a focal point for military cargo movement to Europe and the
Middle East. The 7,372 active duty and reserve military, and 1,238 civilian
workforce, with a total economic impact of approximately $470,581,600 per year,
ranks the air base as Delaware's third largest industry, and the MSA's largest
employer.

     The Dover Airforce base is the City's largest tourist attraction. The prime
attraction throughout the year is the base's fleet of 36 giant C-5 Galaxy
airplanes. The C-5 is the U.S. military's largest aircraft, primarily designed
to carry oversized cargo. Each year, thousands of tourists travel to the base to
see the C-5, as well as the Base Museum.

     Although defense cutbacks and government downsizing has spawned job
reductions in this sector on a national basis over the past five years, this
sector has remained stable within Dover, with military employment expected to
grow as other installations are either closed or reorganized around the country.

Employment Distribution

     The largest sectors of non-agricultural employment within the Dover MSA
include Government, Wholesale/Retail Trade, Services and Manufacturing.
Government accounts for 30.2 percent of non-farm employment, growing at an
annual rate of about 1.0 percent per year over the last six years.
Wholesale/Retail Trade accounts for 23.6 percent of non-agricultural employment,
growing by 5.4 percent per annum since 1990. Services and Manufacturing round
out the top sectors of employment, accounting for approximately 22.6 percent and
9.7 percent of non-farm employment, respectively. The employment distribution
for the Dover MSA as well as the State of Delaware is summarized on the Facing
Page Chart.

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                                                          Regional Analysis
================================================================================

Major Employers and Industries

     Citicorp Insurance Group (300 employees), Discover Card Services (200
employees), Milliken and Michaels (70 employees), MBNA (120 employees), and
Nations Bank (130 employees) have all recently opened offices within the Dover
MSA. The following table summarizes the major employers within Dover along with
the estimated number of employees and type of business.

================================================================================
          Employer              Type Of Business                  Employees
================================================================================
Dover Airforce Base                 Military                        8,610*
- --------------------------------------------------------------------------------
State of Delaware                  Government                       5,000
- --------------------------------------------------------------------------------
Kent General                        Hospital                        1,500
- --------------------------------------------------------------------------------
ConAgra                        Poultry Processing                   1,250
- --------------------------------------------------------------------------------
General Foods                     Food Products                     1,100
- --------------------------------------------------------------------------------
Playtex Products                  Personal Care                       950
- --------------------------------------------------------------------------------
Playtex Apparel                     Garments                          600
- --------------------------------------------------------------------------------
ILC Dover                      Protective Clothing                    450
================================================================================
     *    Includes both military and civilian employees.
================================================================================

Unemployment Rates

     Unemployment rates in the Dover MSA have historically been fairly
consistent with state figures and below national figures. For 1995, the
unemployment rate for Dover was 4.4 percent, 0.2 points above year-ago levels,
and 0.2 points above the state unemployment rate of 4.2 percent. Mirroring
national trends, unemployment peaked between 1992 and 1993 at 6.5 percent,
followed by a declining trend through 1994. The following chart summarizes
historic unemployment rates.

================================================================================
                           Historic Unemployment Rates
================================================================================
   Year                 Dover               Delaware           United States
================================================================================
   1995                  4.4%                 4.2%                 5.6%
- --------------------------------------------------------------------------------
   1994                  4.2%                 4.0%                 5.4%
- --------------------------------------------------------------------------------
   1993                  6.5%                 5.9%                 6.8%
- --------------------------------------------------------------------------------
   1992                  6.0%                 5.3%                 7.4%
- --------------------------------------------------------------------------------
   1991                  6.2%                 6.2%                 6.7%
- --------------------------------------------------------------------------------
   1990                  5.3%                 5.1%                 5.5%
================================================================================
Source: Employment & Earnings; Bureau of Labor Statistics
================================================================================

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                                                          Regional Analysis
================================================================================

Employment Growth

     Over the past six years, while employment growth in the State of Delaware
has moderated over the growth experienced between 1980 and 1990, growth in Dover
has been consistent. Total non-farm employment in Dover grew at a compound
annual rate of 2.6 percent per year from 1980 to 1990, and an annual rate of 2.5
percent from 1990 to 1996. The service, wholesale, and retail trade sectors have
shown the greatest increase in recent years, and this trend is expected to
continue. The finance, insurance, and real estate sector has also shown
significant growth in the last six years with the increasing presence of
financial companies in the Dover MSA. Farm and Agricultural Service employment
has remained relatively stable while Manufacturing has experienced a loss in
jobs since 1980.

     Woods & Poole Economics projects moderate non-farm employment growth for
Dover over the next six years, with an annual rate of increase forecasted at 1.3
percent per year. Delaware as a state is forecased to witness a 0.9 percent
increase over the same period.

Retail Sales

     Another measure of the economic health of a region is retail sales
patterns. Consumers drive the economy by creating demand for goods and services
and, in turn, generate the need for housing, office space, retail centers, and
warehouse/distribution facilities. It is estimated that consumer spending
accounts for two-thirds of all economic activity in the United States today. As
such, retail sales patterns have become an important indicator of the economic
health of a region.

     Retail sales growth has been strong in Dover over the past nine years.
Since 1985, total retail sales have grown at a compound annual rate of 9.1
percent per year, considerably higher than statewide growth of 5.1 percent. From
1990-94, sales growth has tracked at 7.7 percent per annum for the MSA, with
Delaware showing annual growth of 2.2 percent per year. Woods & Poole forecasts
the MSA to see annual retail sales growth of 0.66 percent per year above
inflation through 2000 (adjusted to 1987 dollars).

- --------------------------------
E. Critical Observations
- --------------------------------

     The following bullet points summarize some of our general observations
relating to the subject's region:

     o    The region's economy is relatively diverse. However, the impact of
          military presence should not be understated.

     o    Employment growth is projected to be 1.3 percent per year, led by
          Services and Wholesale/Retail Trade. Manufacturing is the only segment
          projected to see a decline in employment through 2000.

     o    Population growth in the Dover MSA is forecasted to be 1.2 percent per
          year, while household formation will occur at an annual rate of 1.4
          percent.

     o    Income levels are projected to increase at an annual rate of about 5.6
          percent per year for Dover through 2000.

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                                                                       CUSHMAN &
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                                                          Regional Analysis
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     o    The MSA's demographic profile has many implications for its consumer
          and economic base. The high proportion of young people makes the basic
          apparel, consumer-electronics, and recreation equipment markets more
          attractive than other areas of the nation.

Conclusion

     The short- and long-term outlook for Dover and its surrounding region is
for stability, with moderate-good growth in employment and population. The
economy is relatively well diversified, with a relatively low cost of living and
good transportation system. The Dover MSA is clearly the focal point for growth
in the MSA. On balance, we are relatively optimistic about the short-term
outlook of the subject region. Long-term, the region should see stability and
moderate-good growth.

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                                      -11-

                                                                       CUSHMAN &
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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>

DOVER AREA BY ZIP CODE




                               [ROAD MAP OMITTED]





POPULATION % GROWTH 1996-2001




<PAGE>

DOVER AREA BY ZIP CODE




                               [ROAD MAP OMITTED]





HH 96 BY INCOME: AVERAGE (EST.)


<PAGE>

                                                      NEIGHBORHOOD ANALYSIS
================================================================================

Introduction

     A neighborhood is defined as a grouping of complimentary land uses affected
by similar operations of the social, economic, governmental, and environmental
forces that influence property value. The area most closely surrounding the
subject, whether it contains residential property, commercial property, or a
mixture of commercial and residential properties, is called a neighborhood.

General Overview

     The subject property is located on the east side of Highway 13, north of
College Road and directly across the street from Delaware State University. The
mall has become the center for commercial/retail development in this sector of
Dover. DuPont Highway is the major commercial arterial through the city.
Although very little development occurred in the neighborhood before 1980,
current and recent development has been significant, including several retail
projects across DuPont Highway.

Neighborhood Boundaries

     The subject neighborhood can generally be defined as the area bounded by
the intersection of Highway 1 & Dyke Branch Road (north), Lockmeath Way Road
(south), Bayside Drive (east), and the Dover City limits (west). This area has
attracted several new retailers within recent years including Wal-Mart, Sams
Club, and Service Merchandise.

Access

     Primary access to the subject neighborhood is gained via Highway 13 (DuPont
Highway), Highway 1 and Willowgrove Road. Other large arterials in the area
include Bayside Drive, and Halltown Road. The subject property has good access
from Highway 13 via two signalized intersections providing access to Dover Mall
Road.

Land Use Patterns

     The basic land use patterns along Highway 13 include commercial, retail,
hotel/motel, and some residential development. On the west side of Highway 13,
across from the subject is Delaware State University. Directly south of the
subject is Dover Downs; a large regional automobile and harness racing track.
North of the subject along Highway 13 are several retail developments including
Service Merchandise and Wal-Mart.

Recent Development Activity

     Through conversations with the Kent County Planner, as well as those active
within the Dover retail market, it was reported that there are currently no
developments either under construction or proposed within the subject
neighborhood. The most recently completed projects within the neighborhood are
the two 'big-box' developments for Service Merchandise and Wal-Mart.

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                                                                       CUSHMAN &
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                                      Neighborhood Analysis
================================================================================

Conclusion

     The subject neighborhood has experienced a controlled pace of new
residential and retail development over recent years. Population growth trends
and household income trends in the neighborhood have been favorable and are
forecasted to continue for the near term. The subject's location within the
neighborhood has developed into the principal commercial destination for Kent
County.

     On balance, we are optimistic about the short- and long-term outlook of the
subject's neighborhood. With continued population and employment growth in
Dover, the subject's position in the market should continue to see improved
market share and increasing retail sales.

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                                      -15-

                                                                       CUSHMAN &
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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     RETAIL MARKET ANALYSIS
================================================================================

Trade Area Overview

     A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment.

     The subject can be described as a super-regional shopping center.

     A super-regional center(1) provides for extensive variety in general
     merchandise, apparel, furniture, home furnishings, as well as a variety of
     services and recreational facilities. It is built around three or more
     full-line department stores of generally not less than 100,000 square feet
     each. In theory, the typical size of a super regional center is about
     800,000 square feet of gross leasable area. In practice, the size ranges
     from about 600,000 to more than 2,000,000 square feet.

     In order to define and analyze the market potential for the Dover Mall, it
is important to first establish the boundaries of the trade area from which the
subject will draw its customers. In some cases, defining the trade area may be
complicated by the existence of other retail facilities on main thoroughfares
within trade areas that are not clearly defined or whose trade areas overlap
with that of the subject.

     The subject is the only traditional regional mall in the Dover MSA/Kent
County. Competition in the immediate area is limited to traditional strip
centers. Christiana Mall, the nearest enclosed regional mall, is located in
Newark, Delaware, 45 miles north of Dover Mall. The subject's capture rate of
area expenditure potential is also influenced to a far lesser extent by other
regional centers such as the Concord Mall, located 60 miles north of the
subject, The Centre at Salisbury, located 62 miles southwest, and the Annapolis
Mall, located 75 miles southwest of the subject. While none of these regional
malls are considered to compete directly with Dover Mall, they are mentioned to
the extent that their secondary trade areas could overlap that of the subject.
There is also a large outlet center in Rehoboth Beach, located 40 miles
southeast of the subject, that while seasonally-oriented, offers a large
assortment of middle market and upscale off-price stores.

     Finally, there are a limited number of large strip centers anchored by
discount department stores, supermarkets and specialty/category killer stores in
the market. While some cross-shopping does occur, these stores act more as a
draw to the area, creating an image for the area as an established prime
shopping district and generating more retail traffic to the area than would
exist in their absence. We recognize and mention these stores and centers to the
extent that they provide a complete understanding of the area's retail
structure.

- ----------
1    Urban Land Institute Dollars and Cents of Shopping Centers - 1995

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                                      -16-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade are analysis are as follows: Equifax National Decision Systems (ENDS),
Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars and Cents of Shopping Centers (1995), CACI, The Sourcebook
of County Demographics, and The Census of Retail Trade - 1992. The subject's
Effective Trade Area, profiled by Equifax National Decision Systems, was defined
based on the results of a customer survey conducted by Urban Retail Properties,
Co., which included polling the mall's customer's to determine the zip code of
their primary residence.

Scope of Trade Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a center's sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mall reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subject's position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores which anchor the subject is presented in order to fully
acquaint the reader with its overall market position therein.

Retail Structure

     In order to examine the subject property in its proper context, we must
first examine the nature of the competition. With respect to regional mall
competition, the subject appears to be well positioned. Together with the
Concord and Christiana Malls, the subject is one of three traditional, viable
regional malls in the State of Delaware, and the only regional mall located
within the Dover MSA or outside of the Wilmington MSA. Further, Dover Mall is
the only regional mall located within its effective trade area. Only the
Christiana Mall, which at 45 miles north of the subject is the most proximate of
the competitive regional malls, is considered to offer any meaningful
competition to Dover Mall, given its diverse anchor alignment and unique
specialty/fashion mall shop tenant mix. The Concord Mall, The Centre at
Salisbury and Annapolis Mall, all located in excess of 60 miles from the
subject, are limited to periphery status.

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                                      -17-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Competition

     While none of the regional malls listed below are considered directly
competitive to the subject given their distance from Dover Mall, the following
table identifies the larger alternative retail properties in the region with
secondary trade areas that could overlap with that of the subject.

<TABLE>
<CAPTION>
===================================================================================================
                                Competitive Retail Shopping Centers
===================================================================================================
                                  Year                                                   Distance
                                 Opened/          Total                                    from
No.    Center/Location          Renovated          GLA            Anchor Stores           Subject
- ---------------------------------------------------------------------------------------------------
<S>  <C>                        <C>            <C>           <C>                         <C>
 S       Dover Mall               1962           555,684            Boscov's
     1365 N. DuPont Hwy.                                           JC Penney
        Dover, Delaware                                              Leggett
                                                                     Sears
- ---------------------------------------------------------------------------------------------------
 1       Christiana Mall        1978/1990      1,280,000           JC Penney             45 miles
    715 Christiana Mall Rd.                                      John Wanamaker
       Newark, Delaware                                              Macy's
                                                             Strawbridge & Clothier
- ---------------------------------------------------------------------------------------------------
 2       Concord Mall           1969/1993        916,351            Boscov's             57 miles
       Naaman's Road @                                       Strawbridge & Clothier
         Concorde Pike                                                Sears
     Wilmington, Delaware                                          Woolworth's
- ---------------------------------------------------------------------------------------------------
 3     Center at Salisbury      1990/1991        884,709            JC Penney            62 miles
      2300 Salisbury Blvd.                                           Hecht's
      Salisbury, Maryland                                           Boscov's
                                                                 Montgomery Ward
                                                                      Sears
- ---------------------------------------------------------------------------------------------------
 4       Annapolis Mall         1980/1994        964,900            JC Penney             75 miles
      2002 Annapolis Mall                                            Hecht's
      Annapolis, Maryland                                        Montgomery Ward
                                                                    Nordstrom
- ---------------------------------------------------------------------------------------------------
       Total                                   4,601,644
===================================================================================================
Source:   Shopping Center Directory - 1995
===================================================================================================
</TABLE>

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                                      -18-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Subject Retail Center

Name:                                   Dover mall

Location:                               1365 N. DuPont Hwy.
                                        Dover, Delaware

Owner:                                  The Cadillac Fairview Corporation

Distance and Time from Subject:         NA

Year Opened:                            1962

Year(s) Expanded/Renovated:             1989

Total GLA:                              672,708+/- SF

Mall GLA:                               233,248+/- SF

Mall Shop Ratio:                        35%

Anchor Tenants:                         Boscov's                      137,000 SF
                                        JC Penney                     116,480 SF
                                        Leggett                        74,671 SF
                                        Sears                         111,309 SF
                                                                      ----------
                                        Total Anchor GLA              439,460 SF

Number of Mall Shops:                   88+/-

Occupancy (Mall GLA):                   90+/-%

Average Market Rent (Mall GLA):         $10-$20/SF

Land Area:                              88+/- AC

Parking/Ratio                           4,522; 6.7 spaces per 1,000 SF of GLA

Demographics:                           Primary Market Population:       270,000
                                        Average Household Income:        $34,200

Retail Sales:                           $258/SF - 1995

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                                      -19-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Comments:

     Dover Mall is the only viable regional Mall located within the Dover/Kent
County MSA or its effective trade area, with its nearest competition the upscale
Christiana Mall, located 45 miles north in Newark, DE. Its anchor alignment of
middle market retailers, including JC Penney, Boscov's, Sears and Leggett's, is
well-suited to the average household income level of its effective trade area,
and effectively differentiates the mall from its nearest competitor, whose
anchors include Macy's and Lord & Taylor (Wanamaker's will be converted during
1996), and mall shop tenant base is positioned upscale.

================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                   Christiana Mall

Location:                               715 Christiana Mall Rd.
                                        Newark, Delaware

Owner:                                  Rubin Strouse Retail

Distance and Time from Subject:         45+/- miles north
                                        (55+/- minute drive time)

Year Opened:                            1978

Year(s) Expanded/Renovated:             1990

Total GLA:                              1,280,000+/- SF

Mall GLA:                               508,596+/- SF

Mall Shop Ratio:                        40%

Anchor Tenants:                         JC Penney                     158,000 SF
                                        John Wanamaker                190,404 SF
                                        (Lord & Taylor)
                                        Macy's                        215,000 SF
                                        Strawbridge & Clothier        208,000 SF
                                                                      ----------
                                        Total Anchor GLA:             771,404 SF

Number of Mall Shops                    132+/-

Occupancy (Mall GLA):                   100%

Average Rent (Mall GLA):                $40-$50/SF

Land Area:                              120+/- AC

Parking/Ratio:                          6,318+/- cars; 5+/- per 1,000+/- SF

Demographics:                           Primary Market Population:       610,055
                                        Average Household Income:        $40,508

Retail Sales:                           $450 to $500/SF

================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Comments:

     The May Co. will convert John Wanamaker's to Lord & Taylor during 1996.
Recent expansion/renovation to mall included 160,000+ square feet of small shop
space, leased primarily to upscale fashion and specialty tenants. Christiana
Mall clearly differentiated from competing retail properties within region as
upscale alternative, as evidenced by department store anchors and diverse small
shop tenant base. Superior occupancy, rent levels and occupancy relative to
subject. Given distance from subject and the solidly middle-class demographics
of the Dover MSA and subject's Effective Trade Area, the Christiana Mall is
considered secondary competition to subject for resident population. More
formidable competition to subject for out-of-state shoppers traveling to
Delaware to take advantage of sales-tax savings.

================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 2

Name:                                   Concord Mall

Location:                               Naaman's Road @ Concord Pike
                                        Wilmington, Delaware

Owner:                                  Heitman/JMB Advisory

Distance and Time from Subject:         60+/- miles north
                                        (65+/- minute drive time)

Year Opened:                            1969

Year(s) Expanded/Renovated:             1990/1993/1995

Total GLA:                              916,351+/- SF

Mall GLA:                               316,541+/- SF

Mall Shop Ratio:                        35%

Anchor Tenants:                         Boscov's                      175,065 SF
                                        Strawbridge & Clothier        150,000 SF
                                        Sears                         175,000 SF
                                        Woolworth's                    57,635 SF
                                        Pathmark Outparcel             42,110 SF
                                                                      ----------
                                        Total Anchor GLA:             599,810 SF

Number of Mall Shops                    89+/-

Occupancy (Mall GLA):                   98%

Average Rent (Mall GLA):                $20-$40 SF (estimated)

Land Area:                              59+/- AC

Parking/Ratio:                          6,620+/- cars; 7.2+/- per 1,000+/- SF

Demographics:                           Primary Market Population:       610,055
                                        Average Household Income:        $40,508

Retail Sales:                           $300/SF

================================================================================

                                      -23-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Comments:

     Originally constructed in 1969, last expansion included addition of Sears
in 175,000+/- SF in 1993. Traditional, mid-market tenant mix comparable to
subject. Strawbridge & Clothier recently sold to May Co., which may merge the
change into one of their existing department store divisions. Given distance
from subject, considered peripheral competition whose secondary trade area may
overlap to a minimal degree with subject's Effective Trade Area.

================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 3

Name:                                   Centre at Salisbury

Location:                               2300 Salisbury Blvd.
                                        Salisbury, Maryland

Owner:                                  The MaceRich Company

Distance and Time from Subject:         62+/- miles southwest
                                        (75+/- minute drive time)

Year Opened:                            1990

Year(s) Expanded/Renovated:             1991

Total GLA:                              884,709+/- SF

Mall GLA:                               279,909+/- SF

Mall Shop Ratio:                        32%

Anchor Tenants:                         JC Penney                      85,112 SF
                                        Hecht's                       140,000 SF
                                        Boscov's                      140,000 SF
                                        Montgomery Ward               107,384 SF
                                        Sears                         132,304 SF
                                                                      ----------
                                        Total Anchor GLA:             604,800 SF

Number of Mall Shops:                   110+/-

Occupancy (Mall GLA):                   91%

Average Rent (Mall GLA):                $22-$28+/-/SF

Land Area:                              109+/- AC

Parking/Ratio:                          4,630+/- cars; 5.2 per 1,000+/- SF

Demographics:                           Primary Market Population:       267,510
                                        Average Household Income:        $36,600

Retail Sales:                           $270/SF

Comments: Solid mid-market alignment and traditional tenant mix. Due to distance
from subject, considered peripheral competition.

================================================================================

                                      -25-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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<PAGE>

                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 4

Name:                                   Annapolis Mall

Location:                               2002 Annapolis Mall
                                        Annapolis, Maryland

Owner:                                  Westfield Corporation Inc.

Distance and Time from Subject:         75+/- miles southwest
                                        (90+/- minute drive time)

Year Opened:                            1980

Year(s) Expanded/Renovated:             1994

Total GLA:                              977,000+/- SF

Mall GLA:                               403,335+/- SF

Mall Shop Ratio:                        41%

Anchor Tenants:                         JC Penney                      83,695 SF
                                        Hecht's                       198,171 SF
                                        Montgomery Ward               139,033 SF
                                        Nordstrom                     152,766 SF
                                                                      ----------
                                        Total Anchor GLA:             573,665 SF

Number of Mall Shops:                   152+/-

Occupancy (Mall GLA):                   98%

Average Rent (Mall GLA)                 $40-$100 shops
                                        $120 Food Court

Land Area:                              88+/- AC

Parking/Ratio:                          4,809+/- cars; 4.9+/- per 1,000+/- SF

Demographics:                           Primary Market Population:       449,539
                                        Average Household Income:        $63,471

Retail Sales:                           $385/SF, non-anchor

================================================================================

                                      -26-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

Comments:

     With the 1994 addition of Nordstrom's as the Mall's 5th anchor, and the
attendant 103,000+/- square foot expansion of small shop space leased primarily
to upscale retailers, Annapolis Mall has clearly positioned itself upscale to
other regional competition. Given Annapolis Mall's distance from the subject,
and the competitiveness of Delaware's tax -free status, this Mall presents
limited competition to the subject.

================================================================================

                                      -27-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

     The mall properties cited above (inclusive of the subject) comprise
approximately 4.6+/- million square feet of mall space. Together with the
Concord and Christiana Malls, the subject is one of only three viable regional
malls within the State of Delaware, and is the only regional mall within the
Dover/Kent County MSA. Further, Dover Mall is the only regional mall located
within its effective trade area. Together with Delaware's tax-free status, the
subject is supported by favorable competitive market fundamentals.

Other Competition

     As discussed, there is no other direct mall competition for the subject in
its immediate trade area. In addition to the facilities described, the balance
of the retail inventory consists of certain big box stores and specialty tenants
in neighborhood and community centers as well as free-standing retail
facilities. Overall, the level of retail infill tenanted by strong nationals is
limited. A brief description of the retail centers in the immediate area will
serve to portray the balance of the neighborhood retail alignment.

o    The Center at Dover is a 280,000+/- square foot (inclusive of outparcel
     development) community center on 32+/- acres located along Dupont Highway
     approximately 1+/- mile from the subject. The center is 98 percent occupied
     by anchors Hechinger (60,000+/- SF), Metro Supermarket (65,000+/- SF), AC
     Moore (21,000+/- SF) and approximately 10 small shop tenants. Center
     ownership reported that Hechinger considers this one of their
     better-producing-locations, and will be remaining at the center. Outparcel
     development includes Chi-Chi's, Red Lobster and the Olive Garden. AC Moore
     recently entered a 15 year lease, occupying its 21,000+/- SF store during
     the first quarter of 1996 at an initial rent of $8.50 per square foot,
     triple net. Two vacant small shop spaces are available at $15-$17 per
     square foot, triple net.

o    North Dover Center is a 188,555+/- square foot community center on 20+/-
     acres located along DuPont Highway approximately 1+/- mile from the
     subject. The center is 98% occupied by anchors Toys "R" Us, TJ Maxx, and an
     Acme supermarket, and approximately 13, mostly national tenants. According
     to the center's leasing agent, lease rates for the most recent anchor
     tenants averaged $8 per square foot, triple net, while recent small shop
     leases have averaged between $13-$15 per square foot, triple net.

o    Wal-mart and Sam's Club opened on a site approximately one mile north of
     the subject during 1992. A recently renovated, 85,000+/- square foot Kmart,
     which the retailer considers a well-performing store, is located
     approximately 1+/- mile from the subject.

o    Blue Hen Corporate Center is a 485,000+/- square foot former regional mall
     located along U.S. 113 near Route 13. This property was taken back by its
     lenders in 1993, which repositioned the property as a corporate center in
     1994. Aetna and NationsBank are the project's major tenants, and are
     located in the former anchor positions for a total of 180,000+/- square
     feet. On-site retail is service-oriented, and is meant to serve as an
     amenity to the office tenant base. According to the project's leasing
     agent, there are approximately 130,000+/- vacant square feet with frontage
     to Route 113 which could conceptually be re-leased as retail. However, it
     is more likely that this space will be leased as office space.

================================================================================

                                      -28-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

o    Ocean Outlets is a 375,000+/- square foot outlet complex consisting of
     three detached centers tenanted primarily by middle market manufacturers,
     and to a lesser extent, more upscale apparel makers such as Lacoste. The
     complex is located 40+/- miles south of the subject in the resort community
     of Rehoboth Beach. Overall, this facility caters to a large summer tourist
     population, and is considered to offer minimal competition to the subject
     in attracting the traditional regional mall shopper.

Future Regional Competition

     There are no proposed enclosed regional malls reported for the subject's
trade area. However, a significant increase to the Wilmington area's retail
inventory will come with the development of Brandywine Town Center, an
860,000+/- square foot power center to be located along Route 202 at Naaman's
Road. This project is being developed by the Wilmington-based Delle Donna &
Associates with a joint venture partner. Construction of Phase I commenced
during April, 1995. Phase I tenants will include an 18-screen, 150,000+/- square
foot Regal Cinemas and FunScape; Dick's Clothing and Sporting Goods in 60,000+/-
square feet; Bed, Bath and Beyond in 50,000+/- square feet; Office Depot in
30,000+/- square feet and Home Depot in 108,000+/- square feet. Phase I is
scheduled for an October/November 1996 completion. While negotiations are being
finalized for Phase II occupants, the developer anticipates a Spring 1997
completion of the project.

GLA per Capita

     The data presented summarizes the extent of existing regional mall
development inside the trade area. According to the National Research Bureau,
1995 GLA per capita, counting all retail centers in excess of 400,000+/- square
feet, was 5.5+/- square feet for the United States and 8.8+/- square feet for
the State of Delaware. It should be noted, however, that when counting viable
enclosed regional malls only, the GLA per capita for the State of Delaware is
3.8+/- square feet. It should also be noted that the state's status as both a
non-sales tax state and summer resort area results in a significant inflow of
non-resident shoppers.

     As discussed previously, the subject is the only traditional regional mall
in Kent County. With the Kent County/Dover MSA population of 122,879 (see Trade
Area population discussion following), this results in approximately 4.5+/-
square feet of regional mall GLA per capita. This is below the composite state
and national averages, indicating that the market is not saturated and could
potentially absorb some additional regional mall space and still be within the
average parameters for the state and nation.

Anchor Alignment

     The anchor alignment of the subject also helps to define the potential
boundaries of the subject's trade area. The subject property is anchored by JC
Penney, Sears, Leggett's and Boscov's. The following is a profile of each of
these anchor tenants.

================================================================================
                      
                                      -29-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

     JC Penney, the fourth largest retailer in the United States (after
     Wal-Mart, K-Mart and Sears), operates 1,233 JC Penney department stores and
     526 drug stores (Thrift Drug and Treasury Drug) throughout all 50 states
     and Puerto Rico. The $21 billion company has changed its historical image
     as a discount dime store and has targeted upper-middle-class consumers by
     adding brand-name soft goods and dropping hard goods from the in-store
     product mix. Today the company's product mix centers on apparel, shoes,
     jewelry, and home furnishings. In 1994, retail sales rose 7.4 percent to
     $20.4 billion, surpassing the $20 billion mark for the first time. Net
     income also exceeded $1 billion for the first time ever. Total revenues
     were up 7.7 percent to $21.1 billion. The company has experienced a ten
     year compound annual growth rate in retail sales (1984-1994) of about 4.2
     percent. Overall, productivity among stores increased by 8.9 percent to
     $159 per square foot from $146 per square foot in 1993, and $137 per square
     foot in 1992. Catalog sales totaled $3.8 billion in 1994-95, accounting for
     19 percent of total retail sales. Drug stores, under the Thrift Drug name,
     totaled 526 units in 1994-95 and accounted for 7.6 percent of total sales
     which achieved $243 per square foot. The company currently has
     approximately 113 million square feet of store space. In February 1995, the
     company acquired the 97 unit Kerr Drug Store chain. The company will
     continue to expand its private brand lines. In addition, the catalog
     operation is posed to continue to do well, coming off of its highest sales
     in its 31 year history. The company did not fare as well in fiscal 1995
     (year ending January 1996) with earnings falling by 20 percent and same
     store sales declining by 2.5 percent in the fourth quarter and 1.4 percent
     for the fiscal year. The company is planning a $700 capital expenditure
     program over the next three years to help bolster store performance. Value
     Line reports that the company's financial strength warrants an "B++"
     rating. Standard & Poors has forecasted a continued modest rise in
     comparable store sales. They rate the company "A-".

     Sears, the world's third largest retailer continues to profit from its
     remarkable turnaround. Total revenues from operations increased by 6
     percent to $54.56 billion in 1994. Sears Merchandising Group operates 800
     department stores and 1,140 specialty stores throughout North America. The
     company is focusing on three core operations: apparel; home, including home
     appliances and electronics, home improvement and furniture; and automotive
     including Sears Auto Centers and Western Auto. Revenues per selling square
     foot were $340 in 1994, up from $321 in 1993. The restructuring that the
     company implemented in 1993 involved the closure of approximately 113
     unprofitable department stores and the elimination of 50,000 jobs. Sears
     has also abandoned its once formidable catalog operation closing it in May,
     1993. Also in 1993 the company sold 20 percent of Dean Witter/Discover Card
     to the public raising $900 million then sold the rest to shareholders. It
     also offered about 20 percent of Allstate, raising $2.4 billion in the
     nations largest IPO in 1992. In 1995, it spun off the balance of its 80.3
     percent stake. During 1994 the company transferred ownership of Sears Tower
     and related mortgages to a trust. Also, at the end of 1995, Sears divested
     itself of Homart, its real estate development subsidiary.

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                                      -30-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

     In 1994, Sears' dominance continued as the Merchandise Group generated
     income of $890 million, an 18.4 percent increase over 1993 income of $752
     million. Comparable store growth was a very strong 8.3 percent which
     followed the 8.9 percent growth in 1993 and 3.6 percent in 1992. In
     addition to strong comparable store sales increases, core merchandising
     revenues per selling square foot have also shown steady increases in 1994
     and 1993, up 7.8 percent and 11.1 percent, respectively. Department store
     revenues were up 8.5 percent in 1994, which added to the 10 percent
     increase in 1993. More recently, comparable store sales were up 5.8 percent
     in the fourth quarter of 1995.

     The company has implemented a $4.0 billion remodeling program and over the
     past two years, during which Sears has remodeled and modernized 240
     department stores and converted 2.9 million square feet of non-selling
     space and 1.5 million square feet of selling space formerly occupied by
     furniture departments to apparel selling space. Free-standing store
     revenues increased 20.2 percent in 1994. This was fueled by 98 new Dealer
     stores, 22 Homelife stores and 11 Sears Hardware stores. Analysts are
     forecasting a 6 percent growth in revenues and 4 to 5 percent same store
     sales increases in 1996. Value Line rates the company's financial strength
     an "A", while Standard & Poor's ranks it "B".

     Boscov's Department Store, Inc., based in Reading Pennsylvania, is a
     privately held concern which owns and operates 29 full-line department
     stores throughout Delaware, Maryland, New Jersey, New York and
     Pennsylvania, often in secondary markets. The typical Boscov's store
     anchors a regional or super-regional mall and is 150,000+/- square feet in
     size. Boscov's stores are clearly targeted toward the mid-market customer,
     and are merchandised with a wide array of hard and soft lines, including
     home furnishings and appliances. As of year-end 1993 (the most recently
     available data), Boscov's posted sales of approximately $500,000,000 and
     employed 4,500.

     Leggett Stores, Inc., based in Danville, Virginia, is a privately held
     concern which owns and operates 43 department store units. While the
     majority of stores are concentrated in Virginia, Leggett's Stores has
     expanded into West Virginia, North Carolina, Maryland and Delaware.
     Leggett's merchandise mix emphasizes apparel, jewelry and cosmetics, and
     consists of a broad mix of both moderate and bridge designers. As of 1995,
     Leggett Stores, Inc. employed 5,300, and posted an estimated sales volume
     was $519,400,000.

Trade Area Definition

     Dover Mall is well-located along Route 13, the state's major north-south
artery, with peripheral access also from Route 113. This location makes it one
of the more accessible retail locations within the area. The advantage of
interstate proximity has the effect of expanding the mall's trade area by virtue
of reducing travel time for residents in more distant locations. This is
especially relevant given the dearth of regional malls located south of the
subject. As such, the percentage of in-flow sales tends to be greater for more
dominant properties.

================================================================================

                                      -31-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

     As discussed in the previous section, the location and accessibility of
competing centers also has direct bearing on the formation and make-up of a
mall's trade area. As one of only three enclosed regional malls within the state
and the only regional mall located outside of the Wilmington MSA, good access
via Routes 13 and 113 maximizes its position within the state. We note that
shopping alternatives within at least a 30 mile radius are marginal, allowing
the subject to virtually dominate the market. Further to the north, expanding
outward to a 40 mile ring, competition is more intense. However, to the south,
where population density and growth remain solid, there is literally no
competitive threat.

     We believe that it is also important to note that key community centers and
free-standing "category killers" represent a force in the market's competitive
environment. However, their primary stores (groceries, discount department
stores, and drugs) are generally different from those which comprise the Dover
Mall. Certainly there is a place for both in most retail environments, including
the Route 13 and Route 113 corridors. Relative to other markets throughout the
region, however, the influx of category killers and big boxes into the Dover
marketplace has been limited. For those which have entered (Toys "R" Us, Sam's
Club, Wal-mart), they collectively help balance out the retail infill and act as
a traffic generator that increases the area's status as a destination retail
hub.

     To summarize, the foundation of our analysis for delineation of the
subject's trade area may be summarized as follows:

     1.   The subject's location near the confluence of Routes 13 and 113
          maximize its position as the only viable enclosed regional mall within
          the state located outside of the Wilmington MSA.

     2.   The subject benefits from the Delaware's sales tax-free status, with
          both clothing and hard goods not subject to sales tax. This tax-free
          status is incentive for resident's of Maryland to travel to regional
          malls within Delaware, increasing the subject's effective trade area.

     3.   Highway accessibility including area traffic patterns, geographical
          constraints and nodes of residential development.

     4.   The position and nature of the area retail structure including the
          location of destination retail centers and the strength and
          composition of the retail infill as discussed above.

     5.   The size, anchor tenancy and merchandising composition of the mall
          tenants enhances its total market penetration.

     6.   Adequate cross shopping occurs with the area strip centers, whose
          tenants compliment, rather than compete with the mall.

     In the Spring of 1995 Urban Retail Properties, Co. conducted a survey of
mall shoppers, which included determining the zip code of their primary
residence. This survey shows that the effective trade area of the mall extends
throughout the entire state to the south and into the eastern corridor of
Maryland, but does not penetrate the greater Wilmington MSA to the north. In
contrast to the southern portion of the state, the Wilmington MSA is
well-serviced by two regional malls and several community and power center
formats.

================================================================================
                                                                 
                                      -32-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                          Retail Market Analysis

================================================================================


     After reviewing this report in conjunction with our independent analysis of
the trade area, we are in concurrence with its findings. As such, we have
elected to rely on some of the demographic results it has produced. An analysis
of key demographic indicators can then be performed based upon this defined
trade area.

Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. ENDS provides historical, current and
forecasted population estimates for the total trade area. Patterns of
development density and migration are reflected in the current levels of
population estimates.

     Comparisons have been made between the Dover/Kent County MSA and the State
of Delaware to the Effective Trade Area's components to lend some perspective to
the dynamics of the trade area. The chart on the Facing Page compares these
statistics.

     Between 1990 and 1996, ENDS reports that the population within the
effective trade area increased by 29,961 to 272,865. This 12.3 percent increase
(1.96 percent per annum) has marginally outpaced that of the Dover MSA's per
annum growth rate of 1.71 percent, while both rates significantly outpace those
of the State of Delaware (1.42 percent per annum) and the United States as a
whole (1.07 per cent per annum). The current projection is for a continuation of
this trend with additional growth of 1.47 and 1.28 percent per annum for the
effective trade area and the Dover MSA, respectively. On balance, we note that
population growth throughout the trade area has outpaced that of the country,
state and most other metropolitan areas as the perceived higher quality of life
has drawn population to the area.

     Provided on the Following Pages are graphic representations of the current
population distribution and projected population growth. This graphic depicts
that the more densely developed areas are found within the closest proximity to
the mall.

================================================================================

                                      -33-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                          Retail Market Analysis
================================================================================




                                   DOVER MALL
                              EFFECTIVE TRADE AREA

                               [GRAPHIC OMMITTED]

 


<PAGE>








                                   DOVER MALL
                              EFFECTIVE TRADE AREA

                               (GRAPHIC OMMITTED)



<PAGE>


                                                          Retail Market Analysis
================================================================================

Households

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

     o    The population in general is living longer on average. This results in
          an increase of single and two person households.

     o    The divorce rate increased dramatically during the last decade, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, thus also resulting in more
          single person households.

     Between 1990 and 1996, the effective trade area added 13,089 households,
increasing by 14.7 percent to 102,276 units. This growth is equivalent to a
compound annual increase of 2.31 percent. The Dover MSA added 5,385 households
to 45,040, indicating a slightly slower 2.14 percent annual rate of growth.
Again, both rates of growth noticeably outpaced household unit growth for both
the State of Delaware and the nation as a whole.

     Between 1996 and 2001, the effective trade area is expected to grow by 8.7
percent (1.69 percent per annum) to 111,199 households. This rate of growth is
slightly greater than that for the Dover MSA, which is expected to grow by 7.9
percent.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of a broad-based middle income market. According to Equifax
National Decision Systems, average household income within the effective trade
area is currently $40,247.

================================================================================

                                      -36-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                          Retail Market Analysis
================================================================================

     Available data shows an identifiable pattern of income levels throughout
the effective area as shown below along with comparisons to the Dover MSA, the
state and United States.

                   ========================================
                            Average Household Income
                   ========================================
                         Area           Average HH Income
                   ----------------------------------------
                   Effective Trade Area          $40,247
                   ----------------------------------------
                   Dover MSA                     $41,394
                   ----------------------------------------
                   State of Delaware             $50,147 
                   ----------------------------------------
                   United States                 $49,031
                   ========================================


     These statistics show that the effective trade area has an average
household income of $40,247, which is slightly below that of the Dover MSA's
average household income of $41,394 and approximately 82 percent of state and
national averages. These income levels reflect the largely blue-collar,
government and service employment within the Dover MSA and the southern portion
of the state.

     Provided on the Following Page is a graphic presentation of the household
income distribution throughout the total trade area. As can be seen, the subject
is positioned proximate to communities which generally post average household
incomes of between $40,000 and $44,900 per annum. The more affluent (average
household incomes between $45,000 and $49,999) communities within the effective
trade area are located to the north and northeast, and include the
municipalities of Townsend, DE and Sudlersville and Barclay, MD. The majority of
the state south of Dover posts average household incomes between $35,000 and
$39,999, with the enclaves of Seaford, Houston, Lewes and Harbeson posting
average household incomes in excess of $40,000. We also note that average
household income throughout the effective trade area is forecasted to increase
at compound annual rate of 4.93 percent.

================================================================================

                                      -37-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


                                   DOVER MALL
                              EFFECTIVE TRADE AREA

                               (GRAPHIC OMMITTED)

<PAGE>


                                                          Retail Market Analysis
================================================================================

Effective Buying Income

     Another measure of the ability of a trade area to support retail business
is the area's effective buying income (EBI). This data is not measured by
specific trade area, but rather by both the metropolitan statistical area (MSA),
as well as on a county basis as reported in Sales and Marketing Management's
Survey of Buying Power At the end of 1995, the Dover MSA had an aggregate EBI of
$1.27 billion.

     A comparison can be made between Delaware as a whole and the Dover MSA.

<TABLE>
<CAPTION>

=================================================================================================
                             Effective Buying Income
=================================================================================================
                                                                              Compound Annual
                         1990                          1994                        Change
- -------------------------------------------------------------------------------------------------
               Total EBI       Med HH       Total EBI      Med HH                         Med HH
                (billions)       EBI        billions)       EBI         Total EBI         EBI
=================================================================================================
<S>              <C>          <C>            <C>            <C>           <C>            <C>  
Delaware         $9.1         $27,947        $12.6          $40,807       8.40%          9.93%
- -------------------------------------------------------------------------------------------------
Dover MSA        $1.3         $23,882        $ 1.7          $34,097       7.54%          9.31%
=================================================================================================
</TABLE>


     The preceding data shows that the median household effective buying income
for the Dover MSA trails that of the state. However, the total effective buying
incomes and median household effective buying incomes for the state and the
Dover MSA have been increasing at only marginally disparate rates. Since 1990,
the total EBI for the Dover MSA has grown at a compound annual rate of 7.54
percent while the median household EBI has grown by 9.31 percent. Both of these
measures have exceeded inflation over this period.

Retail Sales

     Retail sales growth for the Dover MSA were compared to the State of
Delaware. The Dover MSA has trailed the state's composite growth as shown below.

<TABLE>
<CAPTION>

=================================================================================================
                                  Retail Sales
=================================================================================================
                                                                            Compound Annual
                         1990                         1994                     Change
- -------------------------------------------------------------------------------------------------
                             Retail Sales                 Retail Sales              Retail Sales
               Total Retail     per        Total Retail      per      Total Retail      per
                  Sales      Household        Sales       Household       Sales       Household
=================================================================================================
<S>              <C>          <C>            <C>            <C>           <C>            <C>  
Delaware         $5,585.7     $22,883        $6,578.5       $24,890       4.17%          2.12%
- -------------------------------------------------------------------------------------------------
Dover MSA        $  957.2     $24,481        $1,007.0       $23,473       1.28%         -1.05%
=================================================================================================
</TABLE>


Mall Shop Sales

     While retail sales trends within the MSA and region lend insight into the
underlying economic aspects of the market, it is the subject's sales history
that is most germane to our analysis.

================================================================================

                                      -40-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                          Retail Market Analysis
================================================================================

     We have been provided with a summary of comparable mall shop sales for the
years 1991 to 1995. Per square foot sales figures represent the weighted average
sales for the calendar year for small shop tenants in continuous occupancy of
the same suite for the previous twenty four months. These results are summarized
below.

      =================================================================
                      Summary of Comparable Sales
      =================================================================
       Year           Comparable PSF Sales            Percentage Change
      -----------------------------------------------------------------
       1991                    $233                           N/A
      -----------------------------------------------------------------
       1992                    $250                           7.30%
      -----------------------------------------------------------------
       1993                    $258                           3.20%
      -----------------------------------------------------------------
       1994                    $265                           2.71%
      -----------------------------------------------------------------
       1995                    $259                          -2.26%
      =================================================================


     As illustrated above, after posting consistent gains between 1991 and 1994,
comparable sales posted a moderate decrease between 1994 and 1995 to $259 per
square foot. This decrease in comparable mall shop sales is attributed primarily
to a downward sales trend experienced by most apparel retailers during 1995.

     Total reporting mall shop sales for 1995 were $47.3 million. Based on a
reporting GLA of 195,733 square feet, this results in mall shop sales of $242
per square foot. This measure shows reporting tenant performance only, since
some tenants do not report sales by lease agreement or fail to report sales for
a particular sales period. While the aggregate sales amount is reflective of the
total sales generated by the mall shops, it is important to recognize that this
includes all sales including sales from partial year tenants. Furthermore, since
the unit rate is based upon a full reporting year, it has the effect of
understating the mall shop sales performance on a unit rate basis.

     By comparison, the Urban Land Institute's Dollars and Cents of Shopping
Centers (1995) reports national and regional sales averages for regional and
super-regional shopping malls. Nationally, average sales at super-regional
centers is reported at $203.09 per square foot, down 1.4 percent from 1993. For
regional malls, average sales are reported to be $176.16, virtually even from
1993. A comparison of national and regional figures is shown on the following
chart.

================================================================================

                                      -41-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                          Retail Market Analysis
================================================================================


================================================================================
                         Regional/Super-Regional Centers
================================================================================
    Area             Average          Median       Lower Decile     Upper Decile
- --------------------------------------------------------------------------------
United States        $176.16/        $163.54/        $125.88/        $285.40/
                     $203.09         $198.93         $140.46         $305.23
- --------------------------------------------------------------------------------
    East             $204.96/        $183.05/        $126.07/        $323.74/
                     $220.64         $183.81         $130.46         $379.81
- --------------------------------------------------------------------------------
    West             $188.63/        $167.46/        $124.00/        $264.89/
                     $190.51         $187.64         $143.01         $258.68
- --------------------------------------------------------------------------------
    South            $156.27/        $154.18/        $129.63/        $195.24/
                     $210.30         $207.99         $145.75         $293.70
- --------------------------------------------------------------------------------
   Midwest           $178.99/        $179.24/        $125.50/        $290.57/
                     $195.03         $192.42         $148.18        $261.09
================================================================================
Source:        Urban Land Institute Dollars and Cents of Shopping Centers (1995)
================================================================================

     As a regional mall in the eastern part of the country, the subject's 1995
sales performance of $259 per square foot can be compared to its peers as shown
below.

       ==============================================================
                            Average      Subject           Variance
       ==============================================================
       United States           $203        $259               127%
       --------------------------------------------------------------
            East               $221        $259               117%
       ==============================================================

     On a relative basis, the subject is noticeably outperforming its peer group
on average in terms of sales productivity.

Anchor Store Sales

     We have been provided with sales information for the anchor stores. This
data can be summarized as follows:


================================================================================
                                   Dover Mall
                               Anchor Store Sales
================================================================================
Department Store         GLA (SIF)      1994             1995          % Change
- --------------------------------------------------------------------------------
Sears                     111,309     $21,862,826     $25,028,136       +14.5%
                                      $196.41/SF      $224.85/SF
- --------------------------------------------------------------------------------
Leggett                    74,671     $6,226,280      $6,264,414       + 0.6%
                                      $83.38/SF       $83.89/SF
- --------------------------------------------------------------------------------
Boscov's*                 137,000         NA          $28,000,000         NA
                                                      $204.38
- --------------------------------------------------------------------------------
JC Penney*                116,480         NA          $25,000,000         NA
                                                      $214.63
================================================================================

*    Estimated - JC Penney and Boscov's are not required to report sales.
================================================================================
             
================================================================================

                                      -42-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                          Retail Market Analysis
================================================================================

     In the aggregate, reporting anchor store (Sears, Leggett) sales were
reported to be $31.3+/- million, equivalent to $168.26 per square foot. However,
as shown above, Sears significantly exceeded this per square foot average, while
Leggett reported significantly below this average. While Boscov's and JC Penney
are not required to report sales, according to the mall manager, the stores'
individual mangers indicated that Boscov's generated sales of approximately $28
million and JC Penney generated sales of approximately $25 million. Including
the estimated sales JC Penney and Boscov's, the aggregate anchor stores sales
for 1995 were $84.2 million, or $191.81 per square foot.

     Sears reported sales of $25.0+/- million, or nearly $225 per square foot,
     up an impressive 14.5% over 1994. As noted, Sears significantly outperforms
     Leggett on both a volume and per square foot basis, and is estimated to
     outperform both Boscov's and JC Penney on a per square foot basis.

     Leggett reported sales of $6.2+/- million, or nearly $84 per square foot,
     up 0.6% over 1994. Relative to the subject's other anchor department stores
     and regional and national averages, sales are considered well-below average
     for a full-line department store.

     Boscov's 1995 sales are estimated at $28.0+/- million, or approximately
     $204 per square foot.

     JC Penney's 1995 sales are estimated at $25.0+/- million, or $214 per
     square foot.

     A comparison of the subject's department store performance can be made to
their peers. The Urban Land Institute also tracks sales of owned and non-owned
department stores by selected affiliation and region. This information is
summarized in the following chart.

================================================================================

                                      -43-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


                                                          Retail Market Analysis
================================================================================

<TABLE>
<CAPTION>


========================================================================================
                           Department Store Sales Data
========================================================================================
                                             Average Sales        Top 10%       Top 2%
          Category/Region                        PSF               PSF           PSF
- ----------------------------------------------------------------------------------------
<S>                                             <C>              <C>            <C>    
         Super-Regional U.S.
         Owned Dept. Stores                     $144.99          $247.99        $505.13
            National Chain                      $146.89          $271.91        $532.63
       Non-Owned Dept. Stores                   $154.34          $243.28        $367.33
            National Chain                      $154.34          $243.28        $367.33
            Eastern Region                      $152.35             ---           ---
            Western Region                      $147.26             ---           ---
          Midwestern Region                     $131.12             ---           ---
            Southern Region                     $159.23             ---           ---
========================================================================================
Average - All Super-Regional Centers            $148.82          $251.62        $443.11
========================================================================================
          Regional Malls U.S.
          Owned Dept. Stores                    $149.26          $245.53        $352.79
            National Chain                      $149.03          $237.27        $343.94
       Non-Owned Dept. Stores                   $162.14          $215.20        $266.01
            National Chain                      $163.08          $215.32        $266.09
            Eastern Region                      $174.78             ---           ---
            Western Region                      $165.36             ---           ---
          Midwestern Region                     $151.49             ---           ---
            Southern Region                     $150.39
========================================================================================
    Average - All Regional Centers              $158.19          $228.33        $307.21
========================================================================================
source:         Urban Land Institute Dollars & Cents of Shopping Centers (1995)
========================================================================================

</TABLE>

     Data from ULI shows that the mean sales level for department stores in
super-regional malls varies from $131.12 to $159.23 per square foot with an
overall average of $148.82 per square foot. Stores in the top 10 percent of
their peers average (unweighted) approximately $252 while the top 2 percent
average approximately $443 per square foot.

================================================================================

                                      -44-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


                                                          Retail Market Analysis
================================================================================

     Data for department stores in regional malls shows that the mean ranges
from $149.03 to $174.78 per square foot with an overall average of $158.19 per
square foot. The unweighted average for the top 10 percent and 2 percent is
approximately $228 and $307 per square foot, respectively.

     With sales averaging approximately $168 per square foot for reporting
stores Sears and Leggett, and an estimated average of $192 per square foot for
all anchor stores, the department stores at The Dover Mall outperform national
and eastern regional averages, but fall well short of the top 10 percent.

Property Sales Ratios

     As previously discussed, anchor store sales at the subject property are
reported to have been approximately $84.3 million in 1995, or approximately 64
percent of total sales at the mall. Mall shop sales in 1995 are reported to
have been approximately $47.3 million, or approximately 36 percent of the mall's
estimated sales

     Based upon our experience, typical mall shop sales ratios fall between 75
to 125 percent of department store anchor sales. It is not uncommon for higher
end fashion-oriented centers or centers with a high ratio of mall shop GLA to
fall toward the upper end of the range. The subject anchors have historically
performed very well relative to regional and national averages as well as the
subject's mall shops.

     Provided on the facing page is a chart which summarizes the actual sales
performance at several malls with which we have had direct experience. Among the
survey, the average mall shop ratio (mall GLA to total GLA) is 37.7 percent.
Furthermore, it is shown that mall sales, as a ratio of total anchor sales,
average 86.3 percent. Alternatively, mall shop sales account for 46.3 percent of
total mall sales on average. The number of department stores and the ratio of
mall GLA to total GLA has an important bearing on the relationship. Nonetheless,
we see that the "leverage effect" of anchor sales on shop sales is generally in
the 75 to 125 percent range.

     Total sales at Dover Mall may be allocated as follows:


        ============================================================
                       Retail Sales - 1995 Full Year Sales
        ============================================================
                                     Sales              Allocation
        ============================================================
        Department Stores        $ 84,292,550             64.04%
        ------------------------------------------------------------
           Mall Shops*           $ 47,329,910             35.96%
        ============================================================
              Total              $131,622,460            100.00%
        ============================================================
        * Total sales including new and vacated tenants.
        ============================================================

     Based on the above, we note that the above-average performance of Sears, JC
Penney and Boscov's department stores, together with mall shop GLA distribution
below that of industry averages and a 1995 small shop vacancy of approximately
10 percent, have resulted in mall shop sales at Dover Mall trailing industry
averages as a percentage of total mall sales in comparison to other malls for
which we have specific insight. Accordingly, there could likely be some spike in
specialty shop sales during the 1996/97 sales season should the economy continue
to strengthen.

================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


                                                          Retail Market Analysis
================================================================================

Trade Area Expenditure Potential and Market Share

     On the basis of detailed population, income, and spending pattern analysis,
estimates of household expenditures for shoppers goods merchandise have been
developed for the trade area. Shoppers goods, or department store type
merchandise (DSTM), comprise the overwhelming bulk of goods and products carried
in regional malls and department stores. Specifically, shoppers goods
expenditure potentials represent the dollar amounts available for the
merchandise that is primarily sold in the following store types:

     o    general merchandise stores including department and other stores;

     o    apparel and accessory stores; 

     o    furniture and home furnishing stores, and

     o    other miscellaneous shoppers goods stores.

     These categories are also commonly referred to as GAFO goods.

     DSTM or GAFO expenditure potential measures the ability of the market to
purchase department store type goods. This expenditure potential is typically
based upon current average household or per capita income levels in the market,
and the estimated share of that income that has historically been spent on
department store type merchandise.

     Retail sales potential of a trade area is determined after estimating the
percent of total aggregate income spent on GAFO goods. The Department of
Commerce tabulates the total GAFO sales by city, county and state every five
years. The last tabulation was completed in 1992. Taking these figures for the
pertinent area and dividing them against total aggregate income yields the
percentage of total aggregate income spent on GAFO goods within an area. For the
United States the average is approximately 14.0 percent. For various states, the
overall percentage of income devoted to shopping goods purchases (expenditures)
ranges from roughly 11.5 to 15.0 percent. This analysis relies on the 14.0
percent average.

     Based upon trended 1996 data as provided by ENDS and Strategic Mapping, we
have estimated the total current GAFO Expenditure Potential for the effective
trade area, based on the following calculation.

          ================================================================
                      Effective Area Expenditure Potential
          ================================================================
                   Trade Area                1996*              2001
          ================================================================
                   Households              102,276            111,199
          ----------------------------------------------------------------
           Average Household Income        x  $40,247         x $51,184
          ----------------------------------------------------------------
                  Total Income             $4.12 billion      $5.7 billion
          ----------------------------------------------------------------
              % GAFO Expenditure           14%                14%
          ----------------------------------------------------------------
               GAFO Expenditures           $576.3 million     $796.8 billion
          ----------------------------------------------------------------
          Source:          Equifax National Decision Systems
          ================================================================

     From the above we see that total income potential for GAFO expenditures of
$4.12 billion and $5.7 billion are estimated for 1996 and 2001, respectively.
The amount in 2001 is expressed in 1996 constant dollars, assuming 4.9 percent
real growth as forecasted by Equifax National Decision Systems.

================================================================================

                                      -46-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>




                                                          Retail Market Analysis
================================================================================

     Within the effective trade area it is forecasted in 1996 that the total
GAFO expenditure potential will be approximately $576.3 million. Comparisons can
usually be made to the MSA and the subject's overall capture rate. However,
Dover Mall has such an extensive trade area draw, that its effective market has
a greater number of households than Kent County or the Dover MSA.

     Based upon our experience, market share attainment levels for dominant
malls typically run in the broad range of 10 to 25 percent of the trade area
potential. If we assume a benchmark of 15 percent, the subject would have to
achieve GAFO sales of approximately $86.4 million based on that market
potential. As noted earlier, Dover Mall is the only regional mall located within
the Dover MSA, as well as the only regional mall located within its effective
trade area. With 100 percent of the total mall GLA, the subject would need to
capture 15.0 percent of this market for GAFO sales, which is reasonable. Bear in
mind also that this does not account for inflow sales from outside the trade
area.

     We can test the subject's sales potential on the basis of its implied
market share of GAFO expenditure potential within the effective trade area.
Share of market analysis relies on the convenience of the center with respect to
driving times to trading area residents and the strength of the center relative
to competing projects. To estimate market share, the amount previously
calculated for center sales is divided by the trade area GAFO potential. The
GAFO potential has been estimated to be 14.0 percent of the total trade area's
aggregate income. Actual center sales have been derived from a mix of actual and
estimated department store sales and mall shop sales in 1995. Total center sales
are typically reduced by non-GAFO center sales (i.e. restaurant, convenience and
service establishments) which average about 8.0 to 10.0 percent industry-wide.
This number has been derived from conversations we have had with market research
personnel at some of the nation's largest retail development companies,
including Urban Shopping Centers, Simon Property Group, Wilmorite and Pyramid.
Also, as was previously mentioned, it is estimated that between 15 and 30
percent of trade area sales are due to secondary areas and inflow. While the
shopper's survey upon which the subject's trade area was defined did not
indicate well-defined primary or secondary trade areas, for the purpose of this
analysis, we deduct from total sales to determine "Total GAFO Sales" from the
effective trade area. These calculations can be seen on the chart on the facing
page. The model presumes that 20 percent of the mall's sales will be inflow from
outside of the primary market. This calculation shows GAFO sales from the
effective trade area of $96.8 million.

     Within our estimated primary trade area, the subject has a market share of
approximately 15.8 percent.

Summary

     As the only regional mall within the Dover MSA and within the state of
Delaware outside of the Wilmington MSA, the Dover Mall is positioned to dominate
its effective trade area. With anchor tenants of Sears, JC Penney, Boscov's and
Leggett, the subject property is clearly positioned toward the broad center of
the retail market. Given both the Dover MSA's and the effective trade area's
solidly middle-class demographics, the middle-market anchor alignment and
traditional tenant mix of the Dover Mall is well-matched to its customer base.
This is evidenced by anchor sales in excess of $190 per square foot, which
exceed national averages by approximately 20 percent and regional averages by
approximately 10 percent. Filling out

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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                          Retail Market Analysis
================================================================================

the tenant mix are a broad selection of apparel retailers, including several
Limited and Gap concepts; a strong mix of specialty and entertainment retailers;
Fox Theaters and a large food court. This mix brings a balance of retail uses to
the market which includes both familiar and first time tenants to the trade area

Conclusion

     We have analyzed the retail trade history and profile of the Dover MSA and
the subject's Effective Trade Area in order to make reasonable assumptions as to
the continued performance of the subject's trade area.

     A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area was presented. We included a brief discussion of some of the
competitive retail centers in the market area as well as a profile of the anchor
tenants at the mall. The trade area profile discussed encompassed an MSA and zip
code based survey for the subject. Marketing information relating to these
sectors was presented and analyzed in order to determine pattems of change and
growth as it impacts the subject. This analysis entailed a review of the
subject's actual and forecasted retail sales relative to the achieved market
share of the mall. The data is useful in giving quantitative dimensions of the
total trade area, while our comments serve to provide qualitative insight into
this area. The following summarizes our key conclusions:

     o    The subject enjoys a visible and accessible location within the Dover
          MSA. Both the Dover MSA and the Effective Trade Area are expected to
          maintain a growth pattern which will outpace both state and national
          averages.

     o    As the only regional mall within both the Dover MSA and its effective
          trade area, the Dover Mall faces limited direct competition for the
          regional mall shopper. Additionally, relative to other areas within
          region, the entry of category killers and big box tenants into the
          Dover MSA has been limited, further strengthening the mall's draw
          within the Dover MSA.

     o    The region's affluence as measured by average household income and
          market expenditure potential has expanded substantially over the last
          decade paralleling the population growth.

     o    The subject competes primarily with large community and traditional
          strip centers for tenants. The Dover Mall is well positioned as the
          only regional mall in the MSA. Given the subject's existing
          traditional tenant mix, it is important for ownership to focus on
          aggressively leasing the vacant space with national and regional
          retailers unique to the market. The high percentage of national and
          regional tenants is important to the extent that these merchants have
          the benefit of stronger name recognition and are more familiar to
          shoppers which typically results in high sales levels.
                     
     o    The mall is well positioned geographically to benefit from the
          continued growth of the Dover MSA and its environs. The Dover Mall is
          clearly the most convenient mall for current and future residents
          throughout the Dover MSA and communities located south of Dover Mall.

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                                      -48-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                          Retail Market Analysis
================================================================================

     o    Peripheral development around the mall is complimentary rather than
          competitive.

     On balance, it is our opinion that with continued competent management and
aggressive marketing, The Dover Mall should remain as the dominant mall in its
market area. Our outlook for the area continues to be positive with moderate to
good prospects for appreciating real estate values.

Marketability and Marketing Period

     In this subsection, we consider the potential market appeal, marketability
and demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed, one-level, super-regional mall containing 233,248+/- square feet of
mall shop GLA anchored by four anchor stores for a combined mall GLA of
672,708+/- square feet.

     We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price, have sold within twelve months exposure to the
open market or less. Properties for which seller expectations of value exceed
the market's perception have required more extended marketing periods and have
generally sold at below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

     The subject is characterized as good quality mall which dominates its
immediate trade area, representing a strong barrier to future competitive
development. The subject's effective trade area has a current population of
approximately 272,865 people, while the Dover MSA has a current population of
122,879. Both the effective trade area and the Dover MSA are projected to
experience moderate but steady population and household growth in the
foreseeable future. We believe that if the subject were offered for sale, it
would represent an important investment opportunity for a well positioned center
with some upside through lease rollover, lease-up of existing vacant mall shop
space, and continued efforts to upgrade the tenant mix. Based on the above, it
is our estimate that a market sale of the subject property should be realized
within twelve months exposure on the market.

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                                      -49-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                            Property Description
================================================================================
                                                                           

 Site Description

 Location:                           The subject property is located on the east
                                     side of Highway 13 north of College Road
                                     within the city limits of Dover,
                                     Delaware.

 Land Area:                          The total site including the mall and the
                                     commons totals 92.86+/- acres and is broken
                                     down as follows:

    Sears: Leggett                   10.79+/- acres
    Boscov's:                         8.73+/- acres
    JC Penney:                       11.51+/- acres
    Developer Mall Parcel:           10.50+/- acres
    Commons Parcel:                  37.58+/- acres
    Drainage Easements:               5.83+/- acres
    TOTAL:                            7.92+/- acres
                                     --------------
                                     92.86+/- acres

                                     We are aware of four additional parcels
                                     totaling 78.37+/- acres and a drainage
                                     easement area totaling 9.34+/- acres which
                                     are located behind the mall to the east and
                                     under mall ownership. These parcels are
                                     undeveloped and reportedly contain a
                                     substantial amount of wetlands. It is
                                     unclear how much of this land could be used
                                     for future development. Ownership has
                                     attempted to market the land, however,
                                     aside from discussions with the adjacent
                                     Dover Downs Racetrack, there has been
                                     little interest. For purposes of this
                                     appraisal, this additional land behind the
                                     mall is excluded from our analysis.

 Zoning:                             SC3 (Shopping Center 3)

 Frontage/Terrain:                   The property has frontage along the east
                                     side of Highway 13, unnamed access roads
                                     and Dover Mall Road separate the highway
                                     from the subject improvements. There is
                                     also some limited exposure from Highway 1,
                                     located behind the mall to the east.

 Street Improvements:                Highway 13 is a six-lane arterial with
                                     left-hand turn lanes. Dover Mall Road
                                     connects with the Highway via two
                                     signalized intersections. Typical street
                                     improvements include sidewalks, curbing,
                                     landscaping, and lighting.

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                                      -50-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                            Property Description
================================================================================
       
Access:                              The property has good access by virtue of
                                     its location along Highway 13 (Highway 13)
                                     which is the major commercial arterial
                                     through Dover. Dover Mall Road which
                                     circles the mall provides access to the
                                     mall site from the highway. Ingress/egress
                                     from Highway 13 is provided by two
                                     signalized entrances.

Site Improvements:                   Site improvements include surface parking,
                                     pole-mounted lighting, landscaping, and
                                     water run-off retention ponds.

Soil Conditions:                     We did not receive nor review a soil
                                     report. However, we assume that the soil's
                                     load-bearing capacity is sufficient to
                                     support the existing structures. We did not
                                     observe any evidence to the contrary during
                                     our physical inspection of the property.
                                     The tract's drainage appears to be
                                     adequate.

Utilities:                           All municipal utilities including water,
                                     sewer, electric, gas and telephone are
                                     available to the site.

Land Use Restrictions:               We were not given a title report to
                                     review. We do not know of any easements,
                                     encroachments, or restrictions that would
                                     adversely affect the site's use. However,
                                     we recommend a title search to determine
                                     whether any adverse conditions exist.

Flood Hazard:                        According to the Federal Emergency
                                     Management Agency (FEMA), the subject
                                     parcel is designated as Flood Hazard Zone
                                     C, areas of minimal flooding.

Wetlands:                            We were not given a wetlands survey. Other
                                     than the wetlands on the rear parcels we
                                     know of no other wetlands on the main mall
                                     site. If subsequent engineering data reveal
                                     the presence of regulated wetlands, it
                                     could materially affect property value. We
                                     recommend a wetlands survey by a competent
                                     engineering firm.

Seismic Hazard:                      To the best of our knowledge, the site is
                                     not located in a Special Study
                                     Zone.

Hazardous Substances:                We observed no evidence of toxic or
                                     hazardous substances during our inspection
                                     of the site. However, we are not trained to
                                     perform technical environmental inspections
                                     and recommend the services of a
                                     professional engineer for this purpose.

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                                      -51-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                            Property Description
================================================================================
       

Comments:                            The total property is generally rectangular
                                     and of sufficient size to accommodate the
                                     existing improvements. The subject site is
                                     well suited for commercial development. As
                                     a regional mall site, it has no major
                                     drawbacks and commands excellent visibility
                                     from Highway 13. Overall, we believe the
                                     site is conducive for its current use as a
                                     regional mall.

Improvements Description

     Dover Mall

     The Dover Mall consists of a single-level, enclosed regional mall anchored
by four department stores. The mall contains 671,493+/- square feet of total
GLA, with approximately 418,013+/- square feet owned. Provided below is a
detailed description of existing construction at the subject property. The
following construction details are based on our field inspection, our review of
architectural plans and specifications, and our discussions with management.

General Description

       Year Built:                   1982:        Original Dover Mall Opening

                                     1993:        JC Penney Opens at the mall

                                     1995:        Food Court Renovation

       Building Areas:               JC Penney*:  116,480+/- SF

                                     Boscov's*:   137,000+/- SF

                                     Sears:       111,039+/- SF

                                     Leggett:     74,671+/- SF

                                     Mall Shops:  232,033+/- SF
                                                  -------------
                                     Total GLA    671,463+/- SF

                                     Owned GLA    418,013+/- SF

                                                 * Anchors owned separately.

Construction Detail                  

      Structural:                    Reinforced concrete column pads and spread
                                     reinforced concrete footings on engineered
                                     fill.

      Framing:                       Structural steel columns and beams.

      Ceiling Height:                Exterior building height varies but
                                     typically ranges between 25 and 30 feet.
                                     There is an average of approximately 14+/-
                                     finished ceiling heights in the corridors
                                     and tenant areas. Interior heights in the
                                     department stores vary.

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                                      -52-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>




                                                            Property Description
================================================================================
       
Exteriors:                           The mall building is basically rectangular,
                                     with an anchor store placed at the north
                                     and south ends, and at the mid- point of
                                     the east and west facades. Exterior walls
                                     vary from concrete tilt-up to concrete
                                     block. The JC Penney store is new and
                                     exhibits a good quality exterior. The Sears
                                     building and Leggett's have recently been
                                     painted and are in good condition. The
                                     Boscov's store has a dated exterior which
                                     is in average to below average condition.
                                     Management reported that attempts have been
                                     made requesting Boscov's to update the
                                     exterior of their store.

Loading:                             There are a total of five (5) truck courts
                                     provided. One for each anchor with
                                     depressed wells as well as one for the
                                     mall.

Roof:                                The main roofs are "flat" type metal deck
                                     and pitch toward roof drains.

Interiors:                           The basic design of the mall shows a large
                                     center court area with four wings
                                     terminating at the center court. Interior
                                     layouts and finishes are generally well
                                     suited for a shopping mall and typically
                                     consist of ceramic tile and slate flooring,
                                     painted gypsum board walls and soffits. A
                                     variety of finishes are used at tenant
                                     storefronts, which are typically 12 feet
                                     high. Ceilings are two by two acoustical
                                     tile with recessed lighting. There is also
                                     indirect florescent lighting above the mall
                                     shops.

                                     The common areas have the original marble
                                     floor. The court areas have been renovated
                                     and the original planters have been removed
                                     replaced by seating areas with skylights.

                                     The food court was completely renovated in
                                     December 1995. It has a bright finish with
                                     a ceramic tile floor and a blue
                                     'sky-painted' ceiling. The food court seats
                                     a total of approximately 290 patrons.

HVAC:                                Tenant as well as common area heating and
                                     cooling is provided via roof mounted
                                     electrically operated package units. The
                                     units are directly monitored by the mall's
                                     building management system. Tenants have
                                     individual boxes for which are directly
                                     metered and billed.




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                                      -53-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                            Property Description
================================================================================

   Plumbing:                         A complete sanitary sewer system and
                                     domestic water service serves all required
                                     fixtures of each tenant and is tapped into
                                     the municipal water and sewer distribution
                                     lines. There are two sets of public toilet
                                     rooms for men and women. Tenants have their
                                     own toilet rooms, and the anchor stores
                                     have public mens and womens restrooms.

    Electrical:                      Service to all tenants is through common
                                     distribution systems. Energy is metered for
                                     in-space use directly by the local
                                     supplier. Anchors pay for their own
                                     electric usage directly.

    Life Safety/Security:            The building is fully sprinklered and there
                                     are smoke detectors and heat sensors
                                     throughout the entire property. The system
                                     is centrally monitored and tied into the
                                     local municipal police and fire stations
                                     via the building management system.
                                     Adequate mall security is provided
                                     throughout.

Site Improvements
    On-Site Parking:                 On-site parking is provided around each of
                                     the anchor stores as well as the mall
                                     entrances. There are approximately 4,110
                                     on-site parking spaces provided.

    Ratio:                           6.1 spaces per 1,000 square feet of GLA.

    Landscaping:                     Adequate landscaping is provided.

    Other.                           Other site improvements consist of concrete
                                     and asphalt paving, curbing, yard lighting,
                                     all underground and overhead utilities, and
                                     mall signage along Highway 13.

Americans With Disabilities Act:     The Americans With Disabilities Act (ADA)
                                     became effective January 26, 1992. We have
                                     not made, nor are we qualified by training
                                     to make, a specific compliance survey and
                                     analysis of this property to determine
                                     whether or not it is in conformity with the
                                     various detailed requirements of the ADA.
                                     It is possible that a compliance survey and
                                     a detailed analysis of the requirements of
                                     the ADA could reveal that the property is
                                     not in compliance with one or more of the
                                     requirements of the Act. If so, this fact
                                     could have a negative effect upon the value
                                     of the property.

                                     Since we have not been provided with the
                                     results of a survey, we did not consider
                                     possible non-compliance with the
                                     requirements of ADA in estimating the value
                                     of the property.

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                                      -54-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                            Property Description
================================================================================

Hazardous Substances:                We are not aware of any potentially
                                     hazardous materials (such as formaldehyde
                                     foam insulation, asbestos insulation, radon
                                     gas emitting materials, or other
                                     potentially hazardous materials) which may
                                     have been used in the construction of the
                                     improvements. However, we are not qualified
                                     to detect such materials and urge the
                                     client to employ an expert in the field to
                                     determine if such hazardous materials are
                                     thought to exist.

Physical Condition:                  The mall was observed to be in good
                                     condition.

Comments:

     The structural integrity of the mall appears to be good. The layout and
design of the mall is considered ideal from a visibility and shopper movement
perspective. The department stores are properly positioned and facilitate
adequate cross shopping. As previously mentioned, the Boscov's store is dated,
especially with respect to the exterior condition. Overall analysis of the
structural integrity of the existing improvements is beyond our expertise and
best made by a professional engineer.

     Our review of the local environs reveals that there are no external
influences which negatively impact the value of the subject property. We do
note, however, that the final value of the subject is influenced by the
existence of established leases as well as the property's performance with
respect to competing properties. This effect will be reflected in the
 .valuation" section of this report.

Dover Commons

     Dover Commons is a single story strip center which is located adjacent to
the of mall with access and exposure from Highway 13. It was built in 1988 and
totals 51,976+/- square feet. There are 15 total tenant spaces with two, larger,
anchor suites. The center has a masonry exterior and includes a metal awning
which covers the sidewalk in front of the in-line shops. The roof is flat with a
rubberized membrane cover. Interior improvements vary according to the build-out
preference of the individual tenants.

     Dover Commons is accessed via a driveway off of Highway 13. The subject
benefits from its high exposure from the highway. The largest suite (100) was
formerly occupied by Silo, an electronics and appliance chain which went out of
business. The space is currently vacant. The other anchor suite is occupied by
Pier One Imports. Of the remaining 13 suites, three are vacant and the other ten
are occupied by mostly regional/local tenants.


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                                      -55-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


                                             Real Property Taxes And Assessments
================================================================================
                                          

Overview

     The subject property is assessed by Kent County. The for billing purposes
the subject property is broken into two components: Dover Mall and Dover
Commons. The following chart presents an overview of the subject property's
assessment for 1996.

             =============================================
                          Dover Mall & Commons
             =============================================
                Component                    Total Taxes
             ---------------------------------------------
                Dover Mall                    $389,791
             ---------------------------------------------
              Dover Commons                   $ 29,273
             ---------------------------------------------
                  TOTAL                       $419,064
             =============================================

     In total, the subject property has a tax liability of $419,064. The tax
year runs from June through May.

Budget

     Ownership has budgeted a tax expense of $412,000 for Dover Mall and $32,500
for Dover Commons for tax year 1996/97. This is an overall increase of
approximately 6 percent over the 1995/96 tax liability. We have utilized
ownership's budged tax expense in our discounted cash flow analysis following.

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                                      -56-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                                          Zoning
================================================================================
                                          
                                                                     
     The subject property is zoned SC3, Shopping Center 3, by the City of Dover.
The general intent of this district is designed to provide for a large
concentration of shopping and service needs for persons residing in the area.
SC3 is the most inclusive commercial zone for retail developments within Dover.

     Based upon discussions with the City of Dover Planning Department, existing
improvements are conforming uses. All development within the SC3 is subject to
Planning Department review and approval.

     We are not experts in the interpretation of such local zoning ordinances.
However, the subject improvements appear to be a conforming use based on our
review of public information and conversations with the planning department.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

================================================================================

                                      -57-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                            Highest And Best Use
================================================================================
                                                                           
Highest and Best Use of Site

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

     We have evaluated the site's highest and best use improved and as if
vacant. In both cases the highest and best use must meet four criteria. The use
must be (1) physically possible, (2) legally permissible, (3) financially
feasible, and (4) maximally productive. Because the site is improved with
improvements that generate an important return, the focus of the highest and
best use is on the site as improved.

Highest and Best Use of Property as Improved

Physical Factors

     The first constraint imposed on the possible use of the site is dictated by
the physical aspects of the parcel itself. As noted in our "Property
Description" section of the report, the site is of sufficient size to
accommodate the existing improvements. It is level and has all necessary
utilities connected and in use. The site has good visibility and accessibility
and its soil and topography do not physically limit its use. Its location
adjacent to an interchange of two major arterials strongly supports its regional
accessibility. The improvements have been designed as a viable regional shopping
complex. The anchor alignment is unique to the market and serves to extend its
draw beyond the immediate neighborhood. The layout and design are adequate for
its use as a shopping center. Finally, compatibility with existing neighboring
uses is also an important consideration. In the case of the subject, The Dover
Mall is uniquely positioned as the only traditional mall in this MSA. It is well
positioned to service both the resident and visitor population. Dover Commons,
located at the southern entry to the mall, and benefits greatly from mall
traffic, as well as its exposure from Highway 13. With all of this in mind, we
are of the opinion that the current use of the property is physically possible.

Legal Factors

     Legal restrictions, as they apply to the subject property, are the public
restrictions of zoning. To the best of our knowledge, the property complies with
all of the zoning requirements under the SC3, Shopping Center Three
classification. As noted, there are no private restrictions which are known to
adversely affect the utilization of the site. Furthermore, we are not aware of
any environmental constraints which might impact the property. Finally, it is
recognized that the property has been in continuous operation as a retail use
since 1982. As such, the existing leases and REAs which are in place dictate a
retail use for the property.

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                                      -58-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>



                                                            Highest And Best Use
================================================================================
                         
Financial Feasibility/Maximum Productivity

     After analyzing the physically possible and legally permissible aspects of
the property, the highest and best use must be considered in light of financial
feasibility and maximum productivity. For a potential use to be seriously
considered, it must have the potential to provide a sufficient return to attract
investment capital over alternative forms of investment. A positive net income
or acceptable rate of return would indicate that a use is financially feasible.

     As discussed in the "Locational and Retail Market Analysis" sections of
this report, the subject is an important shopping destination for a substantial
trade area that includes in excess of 270,000 people in its effective trade
area. In the "Income Approach" to the valuation of the subject property, we have
provided a detailed analysis of the subject's revenue producing ability as a
shopping center. These projections have relied upon- certain market based
assumptions that, in our opinion, closely mirror the subject's position in the
marketplace. Consideration has been given to competitive properties in the
surrounding market and their potential effects on the subject property.
Accordingly, we find that the property, under the concept of continued use, will
produce a sufficient income stream to an investor. An alternative use would not
be economically justifiable and, as a result, fail the test of financial
feasibility and maximum productivity. In our opinion, no other use of the
property would provide as great a return. Therefore, we have concluded that the
highest and best use of the property as improved is for retail utilization as a
shopping center.

Highest and Best Use of Property as Vacant

Physical Factors

     The subject parcel is large enough to accommodate a variety of uses,
including office, retail, hotel and residential. The subject's highway access
and exposure greatly enhance its appeal for a use that relies upon the ability
of patrons to be afforded quick and easy access. This is particularly true for a
destination retail property which, by necessity, must attract consumers from
points beyond its immediate neighborhood. As articulated, Highway 13 is the
principal commercial arterial that is characterized by fast food restaurants,
shopping centers and service-oriented retail buildings. Accordingly, we would
find that a retail use of the site would be the most compatible with the
environs. Overall, we view the site as being free of any physical limiting
conditions that may restrict its development and as such, a large scale
commercial project would be a potential use for the site as if vacant.

Legal Factors

     The second test concerns permitted uses. Legal restrictions, as they apply
to the subject are public restrictions of zoning. The SC3 (Shopping Center)
designation is designed for large commercial utilization. The requirements of
this zone are very site specific and governed by review procedures of the City
of Dover. Based on the site's size and layout, with consideration given to
parking constraints, a shopping center of similar size to the existing
improvements may be a permitted use. Due to the site's frontage and proximity to
other commercial uses, we believe that retail uses would be a legally conforming
use for the site.

================================================================================

                                      -59-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>




                                                            Highest And Best Use
================================================================================
                         
Financial Feasibility/Maximum Productivity

     After determining those uses which are physically possible and legally
permissible, the remaining uses must be analyzed in light of their financial
feasibility. As indicated in the "Regional", "Neighborhood" and "Retail Market
Analysis" sections of this report, the Dover MSA has been characterized by
economic conditions that have not been impacted to the degree of that which the
Philadelphia/Wilmington CMSA area witnessed over the past several years. In
addition, the retail market has not been as negatively affected by the
over-building and concessions which have plagued other commercial markets. In
addition, we see no significant changes in the local demographics which might
threaten the economic viability of the subject site.

     The last test of highest and best use is that of maximum productivity.
While this implies a quantitative analysis, it is often most qualitative and
sensitive to community, social, political, and governmental standards. In this
case, the site is located in an area that has developed into the principal
commercial/retail hub with substantial residential activity surrounding the
property. Existing neighborhood uses further compliment the site. The subject's
size, location and proximity to regional road networks and residential nodes,
lead us to the conclusion that the Highest and Best Use for the subject
property, as if vacant, would be for a new shopping center.

     A developer, mindful of the prospective lot coverage yet savvy as to the
market's potential for absorbing new product, would consider the site's feasible
potential. Parking is an overriding constraint that dictates the ultimate size
of a potential development. Accordingly, we believe that the subject's
development potential, as vacant, would be represented by a regional shopping
center of 650,000 to 700,000 square feet. This premise assumes that parking
would be provided to a level sufficient for the total project.

================================================================================

                                      -60-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>




                                                               Valuation Process
================================================================================
                         
                                                                               
     Appraisers typically use three approaches in valuing real property: The
Cost Approach, the Income Approach and the Sales Comparison Approach. The type
and age of the property and the quantity and quality of data effect the
applicability in a specific appraisal situation.

     The Cost Approach renders an estimate of value based upon the price of
obtaining a site and constructing improvements, both with equal desirability and
utility as the subject property. Regional mall properties are not typically
purchased based on the Cost Approach. The fundamental principle underlying this
approach is the principle of substitution, which holds that "no prudent person
will pay more for a property than the price of a site and the cost of
construction, without undue delay, an equally desirable and useful property".
The subject improvements consist of a regional mall, and the economic
feasibility of the development is based primarily on the department store anchor
tenants which serve as the primary draw for the other major tenants and in-line
space. Leases or other agreements with the anchor department stores are a
fundamental component of the property's value, and replacing these anchors is an
extremely speculative, costly, and time consuming process. The investment market
aggressively underwrites quality regional malls because of the unique nature of
the anchor tenant commitments and the difficulty in replacing the property both
in terms of size and anchor commitments. The existence of the mall represents a
major barrier to entry within a given marketplace. As such, the Cost Approach
will not be employed in this analysis due to the fact that the marketplace does
not rigidly trade leased shopping centers on a cost/value basis.

     The Sales Comparison Approach is based on an estimate of value derived from
the comparison of similar type properties which have recently been sold. Through
an analysis of these sales, efforts are made to discern the actions of buyers
and sellers active in the marketplace, as well as establish relative unit values
upon which to base comparisons with regard to the mall. This approach has a
direct application to the subject property. Furthermore, this approach has been
used to develop investment indices and parameters from which to judge the
reasonableness of our principal approach, the Income Approach.

     By definition, the subject property is considered an income/ investment
property. Properties of this type are historically bought and sold on the
ability to produce economic benefits, typically in the form of a yield to the
purchaser on investment capital. Therefore, the analysis of income capabilities
are particularly germane to this property since a prudent and knowledgeable
investor would follow this procedure in analyzing its investment qualities.
Therefore, the Income Approach has been emphasized as our primary methodology
for this valuation. This valuation concludes with a final estimate of the
subject's market value based upon the total analysis as presented herein.

================================================================================

                                      -61-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


                                                       Sales Comparison Approach
================================================================================
 
Methodology - Dover Mall

     The Sales Comparison Approach provides an estimate of market value by
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution, which holds that, when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, market value and price trends can be
identified. Comparability in physical, locational, and economic characteristics
is an important criterion when comparing sales to the subject property. The
basic steps involved in the application of this approach are as follows:

     1.   Research recent, relevant property sales and current offerings
          throughout the competitive marketplace;

     2.   Select and analyze properties considered most similar to the subject,
          giving consideration to the time of sale, change in economic
          conditions which may have occurred since date of sale, and other
          physical, functional, or locational factors;

     3.   Identify sales which include favorable financing and calculate the
          cash equivalent price; and

     4.   Reduce the sale prices to a common unit of comparison, such as price
          per square foot of gross leasable area sold;

     5.   Make appropriate adjustments between the comparable properties and the
          property appraised;

     6.   Interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used, market-oriented units of comparison for properties
such as the subject are the sale price per square foot of gross leasable area
(GLA) purchased, and the overall capitalization rate extracted from the sale.
This latter measure will be addressed in the Income Approach which follows this
methodology. An analysis of the inherent sales multiple also lends additional
support to the Sales Comparison Approach.

Market Overview

     The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REIT's). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

================================================================================

                                      -62-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>




                                                       Sales Comparison Approach
================================================================================
 
     Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which offer
good upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

     Over the past 18+/- months, we have seen real estate investment return to
favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance companies
are also reentering the market. The re-emergence of real estate investment
trusts (REITs) has helped to provide liquidity within the real estate market,
pushing demand for well-tenanted, quality property, particularly regional malls.
Currently, REITs are one of the most active segments of the industry and are
particularly attractive to institutional investors due to their liquidity.
However, overbuilding in the retail industry has resulted in the highest GLA per
capita ever (19 square feet per person). As a consequence, institutional
investors are more selective than ever with their underwriting criteria. Many
investors are even shunning further retail investment at this time, content that
their portfolios have a sufficient weighting in this segment.

     The market for dominant Class A institutional quality malls is tight, as
characterized by the limited amount of good quality product available. It is the
overwhelming consensus that Class A property would trade in the 7.0 to 8.0
percent capitalization rate range. Conversely, there are many second tier and
lower quality malls offered on the market at this time. With limited demand from
a much thinner market, cap rates for this class of malls are felt to be in the
much broader 8.5 to 15.0 percent range. Reportedly, there are 50+/- malls on the
market currently. Pessimism about the long term viability of many of these lower
quality malls has been fueled by the recent turmoil in the retail industry.

     To better understand where investors stand in today's marketplace, we have
surveyed active participants in the retail investment market. Based upon our
survey, the following points summarize some of the more important "hot buttons"
concerning investors:

================================================================================

                                      -63-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>




                                                       Sales Comparison Approach
================================================================================
 
     1.   Occupancy Costs - This "health ratio" measure is of fundamental
          concern today. The typical range for total occupancy cost-to-sales
          ratios falls between 11.0 and 15.0 percent. As a general rule, where
          sales exceed $250 to $275 per square foot, 13.0 to 15.0 percent would
          be a reasonable cost of occupancy. Experience and research show that
          most tenants will resist total occupancy costs that exceed 15.0 to
          18.0 percent of sales. However, ratios of upwards to 20.0 percent are
          not uncommon. This appears to be by far the most important issue to an
          investor today. Investors are looking for long term growth in cash
          flow and want to realize this growth through real rent increases. High
          occupancy costs limit the amount of upside through lease rollovers.

     2.   Market Dominance - The mall should truly be the dominant mall in the
          market, affording it a strong barrier to entry for new competition.
          Some respondents feel this is more important than the size of the
          trade area itself.

     3.   Strong Anchor Alignment - Having at least three department stores
          (four are ideal), two of which are dominant in that market. The
          importance of the traditional department store as an anchor tenant has
          returned to favor after several years of weak performance and
          confusion as to the direction of the industry. As a general rule, most
          institutional investors would not be attracted to a two-anchor mall.
          
     4.   Dense Marketplace - Several of the institutional investors favor
          markets of 300,000 to 500,000 people or greater within a 5 to 7 mile
          radius. Population growth in the trade area is also very important.
          One advisor likes to see growth 50.0 percent better than the U.S.
          average. Another investor cited that they will look at trade areas of
          200,000+/- but that if there is no population growth forecasted in
          the market, a 50+/- basis point adjustment to the cap rate at the
          minimum is warranted.

     5.   Income Levels - Household incomes of $50,000+ which tends to be
          limited in many cases to top 50 MSA locations. Real growth with
          spreads of 200 to 300 basis points over inflation are ideal.

     6.   Good Access - Interstate access with good visibility and a location
          within or proximate to the growth path of the community.

     7.   Tenant Mix - A complimentary tenant mix is important. Mall shop ratios
          of 35+/- percent of total GLA are considered average with 75.0 to 80.0
          percent allocated to national tenants. Mall shop sales of at least
          $250 per square foot with a demonstrated positive trend in sales is
          also considered to be important.

     8.   Physical Condition - Malls that have good sight lines, an updated
          interior appearance and a physical plant in good shape are looked upon
          more favorably. While several developers are interested in turn-around
          situations, the risk associated with large capital infusions can add
          at least 200 to 300 basis points onto a cap rate.

================================================================================

                                      -64-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>




                                                       Sales Comparison Approach
================================================================================
 
     9.   Environmental Issues - The impact of environmental problems cannot be
          understated. There are several investors who won't even look at a deal
          if there are any potential environmental issues no matter how
          seemingly insignificant.

     10.  Operating Covenants - Some buyers indicated that they would not be
          interested in buying a mall if the anchor store operating covenants
          were to expire over the initial holding period. Others weigh each
          situation on its own merit. If it is a dominant center with little
          likelihood of someone coming into the market with a new mall, they are
          not as concerned about the prospects of loosing a department store. If
          there is a chance of loosing an anchor, the cost of keeping them must
          be weighed against the benefit. In many of their malls they are
          finding that traditional department stores are not always the optimum
          tenant but that a category killer or other big box use would be a more
          logical choice.

     In the following section we will discuss trends which have become apparent
over the past several years involving sales of regional malls.

Regional Mall Property Sales

     Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have affected
investor perceptions. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues affecting department store
anchors. Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if they
were performing satisfactorily.

     During the 1980's a number of acquisitions, hostile takeovers and
restructurings occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into 1991-1992 with filings by such
major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early
1994, Woodward & Lothrop announced their bankruptcy involving two department
store divisions that dominate the Philadelphia and Washington D.C. markets.
Recently, most of the stores were acquired by the May Department Stores Company,
effectively ending the existence of the 134 year old Wanamaker name, the
nation's oldest department store company. More recently, however, department
stores have been reporting a return to profitability resulting from increased
operating economies and higher sales volumes. Sears, once marked by many for
extinction, has more recently won the praise of analysts. Federated Department
Stores has also been acclaimed as a text book example on how to successfully
emerge from bankruptcy. They have merged with Macy's and more recently acquired
the Broadway chain to form one of the nation's largest department store
companies. The trend of continued consolidation and vulnerability of the
regional chains continues into 1996.

================================================================================

                                      -65-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>




                                                       Sales Comparison Approach
================================================================================
 
     With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

     However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

     Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. In this analysis we will show sales trends since
1991. The more recent sales (1994/1995) are provided herein. These sales are
inclusive of good quality Class A or B+/- properties that are dominant in their
market. Also included are weaker properties in second tier cities that have a
narrower investment appeal. As such, the mall sales presented in this analysis
show a wide variety of prices on a per unit basis, ranging from $59 per square
foot up to $556 per square foot of total GLA purchased. When expressed on the
basis of mall shop GLA acquired, the range is more broadly seen to be $93 to
$647 per square foot. Alternatively, the overall capitalization rates that can
be extracted from each transaction range from 5.60 percent to rates in excess of
11.0 percent.

     One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort unit
prices for some comparables. Other sales include only mall shop area where small
space tenants have higher rents and higher retail sales per square foot. A
shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area. A brief discussion of historical trends in
mall transactions follows.

     o    The fourteen sales included for 1991 show a mean price per square foot
          sold of $282. On the basis of mall shop GLA sold, these sales present
          a mean of $357. Sales multiples range from .74 to 1.53 with a mean of
          1.17. Capitalization rates range from 5.60 to 7.82 percent with an
          overall mean of 6.44 percent. The mean terminal capitalization rate is
          approximately 100 basis points higher, or 7.33 percent. Yield rates
          range between 10.75 and 13.00 percent, with a mean of 11.52 percent
          for those sales reporting IRR expectancies.

================================================================================

                                      -66-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>




                                                       Sales Comparison Approach
================================================================================
 
     o    In 1992, the eleven transactions display prices ranging from $136 to
          $511 per square foot of GLA sold, with a mean of $259 per square foot.
          For mall shop area sold, the 1992 sales suggest a mean price of $320
          per square foot. Sales multiples range from .87 to 1.60 with a mean of
          1.07. Capitalization rates range between 6.00 and 7.97 percent with
          the mean cap rate calculated at 7.31 percent for 1992. For sales
          reporting a going-out cap rate, the mean is shown to be 7.75 percent.
          Yield rates range from 10.75 to around 12.00 percent with a mean of 
          11.56 percent.

     o    For 1993, a total of sixteen transactions have been tracked. These
          sales show an overall average sale price of $242 per square foot based
          upon total GLA sold and $363 per square foot based solely upon mall
          GLA sold. Sales multiples range from .65 to 1.82 and average 1.15.
          Capitalization rates continued to rise in 1993, showing a range
          between 7.00 and 10.10 percent. The overall mean has been calculated
          to be 7.92 percent. For sales reporting estimated terminal cap rates,
          the mean is also equal to 7.92 percent. Yield rates for 1993 sales
          range from 10.75 to 12.50 percent with a mean of 11.53 percent for
          those sales reporting IRR expectancies. On balance, the year was
          notable for the number of dominant Class A malls which transferred.

     o    Sales data for 1994 shows fourteen confirmed transactions with an
          average unit price per square foot of $197 per square foot of total
          GLA sold and $288 per square foot of mall shop GLA. Sales multiples
          range from .57 to 1.43 and average .96. The mean going-in
          capitalization rate is shown to be 8.37 percent. The residual
          capitalization rates average 8.13 percent. Yield rates range from
          10.70 to 11.50 percent and average 11.17 percent. During 1994, many of
          the closed transactions involved second and third tier malls. This
          accounted for the significant drop in unit rates and corresponding
          increase in cap rates. Probably the most significant sale involved the
          Riverchase Galleria, a 1.2 million square foot center in Hoover,
          Alabama. LaSalle Partners purchased the mall of behalf of the
          Pennsylvania Public School Employment Retirement System for $175.0
          million. The reported cap rate was approximately 7.4 percent.


     o    Cushman & Wakefield has researched 14 mall transactions for 1995. The
          chart in the Addenda summarizes the pertinent facts regarding each
          sale. With the exception of Sale No. 95-1 (Natick Mall) and 95-2
          (Smith Haven Mall), by and large the quality of malls sold are lower
          than what has been shown for prior years. For example, the average
          transaction price has been slipping. In 1993, the peak year, the
          average deal was nearly $133.8 million. Currently, it is shown to be
          $90.7 million which is even skewed upward by Sale Nos. 95-1 and 95-2.
          The average price per square foot of total GLA is calculated to be
          $152 per square foot. The range in values of mall GLA sold are $93 to
          $607 with an average of $275 per square foot. Characteristics of

================================================================================

                                      -67-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================

REGIONAL MALL SALES                                                                                                             1995
1996 Transaction Chart 
Cushman & Wakefield, Inc.                                                                                                       

- ------------------------------------------------------------------------------------------------------------------------------------
  Sale                               Sale     Year                       Total     Sold        Shop      Shop      Occu-    Shop    
  No.        Property/Location       Date    Built     Sale Price         GLA       GLA         GLA      Ratio     Pancy  Sales/sf  
====================================================================================================================================
<S>      <C>                        <C>     <C>       <C>              <C>         <C>         <C>        <C>       <C>      <C>    
95- 1    Natick Mall                Dec-95    1944    $265,000,000     1,160,733   646,733     436,733    37.6%    99.0%     $416   
         Natick, MA                        (redevel.)                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
95- 2    Smith Haven Mall           Dec-95  1969/86   $221,000,000     1,351,913   813,786     505,626    37.4%    93.0%     $420   
         Lake Grove, NY                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
95- 3    Capitola Mall              Dec-95  1977/86    $52,500,000       577,396   577,396     197,396    34.2%    92.0%     $262   
(1)      Capitola, CA                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
95- 4    Centre at Sallisbury       Aug-95   1990      $78,000,000       884,825   744,825     278,915    31.5%    89.0%     $257   
         Salisbury, MD                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
95- 5    Piedmont Mall              Jul-95  1983/84    $39,000,000       534,135   409,135     188,049    35.2%      --      $250   
         Danville, VA                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
95- 6    River Oaks Center          Jul-95   1978      $26,200,000       574,657   493,791     219,099    38.1%      --      $200   
         Decatur, AL                                                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
95- 7    Columbia Mall              Jul-95   1998      $27,650,000       351,364   351,364     128,024    36.4%    96.0%     $165   
         Bloomsberg, PA                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
95- 8    Hot Springs Mall           Jun-95   1982      $22,775,000       389,914   318,033     156,000    40.0%    83.0%     $240   
         Hot Springs, AR                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95- 9    Westgate Mall              May-95  1960/89    $43,000,000       649,185   448,268     253,993    39.1%    77.9%     $191   
         San Jose, CA                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
95-10    Silver City Galleria       Apr-95   1992     $159,106,000     1,005,595   749,595     349,107    34.7%    96.0%     $290   
         East Taunton, MA                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
95-11    Westgate Mall              Apr-95   1975      $25,300,000       768,000   449,974     272,630    35.5%    85.0%     $240   
         Spartanburg, SC                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
95-12    Hanover Mall               Jan-95  1971/93    $38,000,000       649,130   649,130     298,531    46.0%    90.0%     $204   
         Hanover, MA                                                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
95-13    Greenbrier Mall            Jan-95   1981      $84,700,000       774,201   594,201     318,595    41.2%    96.0%     $250   
         Chesapeake, VA                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
95-14    Galleria at Tyler          Jan-95  1970/91   $123,750,000     1,044,536   431,640     411,640    39.4%    86.0%     $244   
(2)      Riverside, CA                                                                                                     
====================================================================================================================================
         Survey Low:                                   $22,775,000       351,364   318,033     128,024    31.5%    77.9%     $165   
                                                                                                                           
         Survey High:                                 $265,000,000     1,351,913   813,786     505,626    46.0%    99.0%     $420   
- ------------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                                  $86,141,600       765,399   648,419     286,738    37.6%    90.2%     $269   
====================================================================================================================================


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Unit Rate         
                                                                   Capitalization Rates                  Comparison                 
                                                                   --------------------             ---------------------           
  Sale                                                              Going-in   Terminal             Price/GLA  Price/Mall   Sales   
  No.        Property/Location                 NOI      NOI/sf        OAR         OAR        IRR    Purchased   Shop GLA   Multiple 
====================================================================================================================================
<S>      <C>                                <C>          <C>          <C>       <C>       <C>         <C>         <C>        <C>    
95- 1    Natick Mall                        $21,311,000  $32.95       8.04%     8.00%     10.75%      $410        $607       1.46   
         Natick, MA                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
95- 2    Smith Haven Mall                   $16,500,000  $20.28       7.47%        --         --      $272        $437       1.04   
         Lake Grove, NY                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
95- 3    Capitola Mall                       $4,987,500   $8.64       9.50%        --         --       $91        $266       1.02   
(1)      Capitola, CA                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
95- 4    Centre at Sallisbury                $7,020,000   $9.43       9.00%        --         --      $105        $280       1.09   
         Salisbury, MD                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
95- 5    Piedmont Mall                       $3,600,000   $8.80       9.23%        --         --       $95        $207       0.83   
         Danville, VA                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
95- 6    River Oaks Center                   $2,908,200   $5.89      11.10%        --         --       $53        $120       0.60   
         Decatur, AL                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
95- 7    Columbia Mall                       $2,958,500   $8.42      10.70%        --         --       $79        $216       1.31   
         Bloomsberg, PA                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
95- 8    Hot Springs Mall                    $2,277,500   $7.16      10.00%        --         --       $72        $146       0.61   
         Hot Springs, AR                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
95- 9    Westgate Mall                       $4,096,457   $9.14       9.53%        --         --       $96        $169       0.89   
         San Jose, CA                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
95-10    Silver City Galleria               $13,219,000  $17.63       8.31%     8.00%     11.00%      $212        $456       1.57   
         East Taunton, MA                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
95-11    Westgate Mall                       $2,403,500   $5.34       9.50%        --         --       $56         $93       0.39   
         Spartanburg, SC                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
95-12    Hanover Mall                        $3,811,400   $5.87      10.03%        --         --       $59        $127       0.62  
         Hanover, MA                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
95-13    Greenbrier Mall                     $6,600,000  $11.11       7.79%     8.00%     11.50%      $143        $266       1.06   
         Chesapeake, VA                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
95-14    Galleria at Tyler                   $9,600,000  $22.24       7.76%     8.00%     10.50%      $287        $301       1.23   
(2)      Riverside, CA                                                                                                              

====================================================================================================================================
         Survey Low:                         $2,277,500   $5.34       7.47%     8.00%     10.50%       $53         $93       0.39   
                                                                                                                                    
         Survey High:                       $21,311,000  $32.95      11.10%     8.00%     11.50%      $410        $607       1.57   
- ------------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                        $7,236,218  $12.35       9.14%     8.00%     10.94%      $145        $264       0.98   
                                                                                                                                    
====================================================================================================================================

- ----------------
(1)  Cash equivalent price.
(2)  Net of allocation to excess land.
====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



<TABLE>
<CAPTION>
====================================================================================================================================

REGIONAL MALL SALES                                                                                                             1994
1994 Transaction Chart 
Cushman & Wakefield, Inc.                                                                                                       

- ------------------------------------------------------------------------------------------------------------------------------------
  Sale                               Sale     Year                       Total     Sold        Shop      Shop      Occu-    Shop    
  No.        Property/Location       Date    Built     Sale Price         GLA       GLA         GLA      Ratio     Pancy  Sales/sf  
====================================================================================================================================
<S>      <C>                        <C>     <C>       <C>              <C>       <C>           <C>        <C>       <C>      <C>    
94- 1    Independence Center        Dec-94  1974/88    $53,400,000       863,986   392,524     392,524    45.4%     84.0%    $200   
(1)      Independence, MO
- ------------------------------------------------------------------------------------------------------------------------------------
94- 2    Biltmore Fashion Park      Dec-94  1963/92   $110,000,000       554,503   372,000     219,000    39.5%     97.0%    $380   
(2)      Phoenix, Arizona
- ------------------------------------------------------------------------------------------------------------------------------------
94- 3    Confidential               Dec-94  1981/93   $108,000,000     1,123,580   333,468     333,468    29.7%     95.0%    $300   
         Major Southwest MSA
- ------------------------------------------------------------------------------------------------------------------------------------
94- 4    CPI Portfolio              Dec-94            $151,500,000     2,110,051 1,142,386     750,436    35.6%     90.0%    $250   
(3)      1)  Orange Park Mall               1975/91
             Orange Park, Florida
         2)  University Mall                1974/90
             Pensacola, Florida
         3)  Broadway Square Mall           1975/89
             Tyler, Texas
- ------------------------------------------------------------------------------------------------------------------------------------
94- 5    Fashion Valley Center      Nov-94    1969/   $128,500,000     1,370,262   518,900     373,725    27.3%     91.0%    $325   
         San Diego, California                81/84
- ------------------------------------------------------------------------------------------------------------------------------------
94- 6    Mall of the Americas       Oct-94  1970/93+   $76,200,000       678,000   678,000     225,000    33.2%     98.5%    $325   
         Miami, Florida
- ------------------------------------------------------------------------------------------------------------------------------------
94- 7    Corte Madera T.C.          Sep-94  1958/85    $70,500,000       425,572   425,572     237,453    55.8%     93.5%    $325   
(4)      Marin County, California
- ------------------------------------------------------------------------------------------------------------------------------------
94- 8    Layton Hills Mall          Sep-94  1980/91    $51,375,000       710,030   620,030     399,001    56.2%     94.0%    $226   
         Layton, Utah
- ------------------------------------------------------------------------------------------------------------------------------------
94- 9    North Shore Square         Jul-94    1985     $34,150,000       624,000   358,709     178,326    28.6%     94.0%    $218   
         Slidell, Louisiana
- ------------------------------------------------------------------------------------------------------------------------------------
94-10    Chesterfield T.C.          Jun-94    1986/    $93,600,000       605,161   605,161     291,744    48.2%     95.0%    $290   
(5)      Richmond, Virginia                   87/89
- ------------------------------------------------------------------------------------------------------------------------------------
94-11    Waterside Shops            Jun-94    1992     $65,500,000       250,000   250,000     173,930    69.6%     99.0%    $400   
         Naples, Florida
- ------------------------------------------------------------------------------------------------------------------------------------
94-12    Crossroads Mall            Apr-94    1974     $51,500,000     1,114,720   378,704     378,704    34.0%     95.0%    $189   
         Oklahoma City, Oklahoma
- ------------------------------------------------------------------------------------------------------------------------------------
94-13    Riverchase Galleria        Feb-94    1986    $175,000,000     1,251,142   462,612     350,504    28.0%     95.0%    $350   
         Hoover, Alabama
- ------------------------------------------------------------------------------------------------------------------------------------
94-14    Stratford Square Mall      Jan-94    1981/   $119,000,000     1,294,682   493,404     493,404    38.1%     98.5%    $260   
         Bloomingdale, Illinois               88/91
====================================================================================================================================
         Survey Low:                                   $34,150,000       250,000   250,000     173,930    27.3%     84.0%    $189   

         Survey High:                                 $175,000,000     2,110,051 1,142,386     750,436    69.6%     99.0%    $400   
- ------------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                                  $92,016,071       926,835   502,248     342,659    40.6%     94.3%    $288   
====================================================================================================================================


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Unit Rate         
                                                                   Capitalization Rates                  Comparison                 
                                                                   --------------------             ---------------------           
  Sale                                                              Going-in   Terminal             Price/GLA  Price/Mall   Sales   
  No.        Property/Location                 NOI      NOI/sf        OAR         OAR        IRR    Purchased   Shop GLA   Multiple 
====================================================================================================================================
<S>      <C>                                <C>          <C>          <C>       <C>       <C>         <C>         <C>        <C>    
94- 1    Independence Center                 $4,592,000  $11.70       8.60%        --         --      $136        $136       0.68   
(1)      Independence, MO                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
94- 2    Biltmore  Fashion Park              $8,600,000  $23.12       7.82%        --         --      $296        $502       1.32   
(2)      Phoenix, Arizona                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
94- 3    Confidential                        $7,538,400  $22.61       6.98%     7.25%     10.70%      $324        $324       1.08   
         Major Southwest MSA                                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
94- 4    CPI Portfolio                      $13,350,000  $11.69       8.81%        --         --      $133        $202       0.81   
(3)      1)  Orange Park Mall                                                                                                       
             Orange Park, Florida                                                                                                   
         2)  University Mall                                                                                                        
             Pensacola, Florida                                                                                                     
         3)  Broadway Square Mall                                                                                                   
             Tyler, Texas                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
94- 5    Fashion Valley Center               $9,637,500  $18.57       7.50%     8.00%     11.00%      $248        $344       1.06   
         San Diego, California                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
94- 6    Mall of the Americas                $6,706,000   $9.89       8.80%        --     11.80%      $112        $339       1.04   
         Miami, Florida                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
94- 7    Corte Madera T.C.                   $5,900,000  $13.86       8.37%     9.00%     11.00%      $166        $297       0.91   
(4)      Marin County, California                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
94- 8    Layton Hills Mall                   $4,730,000   $7.63       9.21%        --         --       $83        $129       0.57   
         Layton, Utah                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
94- 9    North Shore Square                  $3,073,000   $8.57       9.00%        --         --       $95        $192       0.88   
         Slidell, Louisiana                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
94-10    Chesterfield T.C.                   $8,424,000  $13.92       9.00%        --         --      $155        $321       1.11   
(5)      Richmond, Virginia                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
94-11    Waterside Shops                     $5,043,500  $20.17       7.70%        --         --      $262        $377       0.94   
         Naples, Florida                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
94-12    Crossroads Mall                     $5,300,000  $14.00      10.29%        --         --      $136        $136       0.72   
         Oklahoma City, Oklahoma                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
94-13    Riverchase Galleria                $13,295,000  $28.74       7.60%        --     11.50%      $378        $378       1.43   
         Hoover, Alabama                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
94-14    Stratford Square Mall               $8,962,500  $18.16       7.53%     8.25%     11.00%      $241        $241       0.93   
         Bloomingdale, Illinois                                                                                                     
====================================================================================================================================
         Survey Low:                         $3,073,000   $7.63       6.98%     7.25%     10.70%       $83        $129       0.57   
                                                                                                                                    
         Survey High:                       $13,350,000  $28.74      10.29%     9.00%     11.80%      $378        $502       1.43   
- ------------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                        $7,510,850  $15.90       8.37%     8.13%     11.17%      $197        $288       0.96   
====================================================================================================================================

- ----------------
(1) Inclusive of $2.4 million held back for deferred maintenance.
(2) Inclusive of partnership units.
(3) Net of allocation to excess land.
(4) Sale includes 75,712 square foot professional building.
(5) Adjusted to reflect 100% interest.
====================================================================================================================================
</TABLE>



<PAGE>


                                                  Sales Comparison Approach
================================================================================

          these lesser quality malls would be higher initial capitalization
          rates. The range for these transactions is 7.47 to 11.1 percent with a
          mean of 9.14 percent, the highest average over the past five years.
          Most market participants feel that continued turmoil in the retail
          industry will force cap rates to move higher.

     While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. The following chart summarizes the range and mean
for this unit of comparison by year of sale.

================================================================================
                            Price/SF            Price/SF         Sales
      Transaction Year   Unit Rate Range*        Mean          Multiple
================================================================================
          1991            $203 - $556            $357            1.17
- --------------------------------------------------------------------------------
          1992            $226 - $511            $320            1.07
- --------------------------------------------------------------------------------
          1993            $173 - $647            $363            1.15
- --------------------------------------------------------------------------------
          1994            $129 - $502            $288             .96
- --------------------------------------------------------------------------------
          1995            $ 93 - $607            $264             .98
================================================================================
* Includes all sales by each respective year.
================================================================================

     As discussed, one of the factors which may influence the unit rate is
whether, or not anchor stores are included in the total GLA which is
transferred. Thus, a further refinement can be made between those malls which
have transferred with anchor space and those which have included only mall GLA.
Chart A, shown below makes this distinction.

<TABLE>
<CAPTION>
=================================================================================================================
                                                      CHART A
                                                Regional Mall Sales
                                           Involving Mall Shop Space Only
=================================================================================================================
       1991                        1992                           1993                          1994
=================================================================================================================
Sale   Unit     NOI       Sale     Unit    NOI         Sale       Unit     NOI       Sale       Unit         NOI
No.    Rate    Per SF     No.      Rate   Per SF        No.       Rate    Per SF       No.      Rate       Per SF
=================================================================================================================
<S>    <C>     <C>        <C>      <C>    <C>          <C>        <C>     <C>        <C>        <C>        <C>   
91- 1  $257    $15.93     92- 2    $348   $25.27       93- 1*     $355    $23.42     94- 1      $136       $11.70
- -----------------------------------------------------------------------------------------------------------------
91- 2  $232    $17.65     92- 9    $511   $33.96       93- 4      $471    $32.95     94- 3      $324       $22.61
- -----------------------------------------------------------------------------------------------------------------
91- 5  $203    $15.89     92-11    $283   $19.79       93- 5      $396    $28.88     94-12      $136       $14.00
- -----------------------------------------------------------------------------------------------------------------
91- 6  $399    $24.23                                  93- 7      $265    $20.55     94-14      $241       $18.16
- -----------------------------------------------------------------------------------------------------------------
91- 7  $395    $24.28                                  93-14      $268    $19.18
- -----------------------------------------------------------------------------------------------------------------
91- 8  $320    $19.51                                                        
- -----------------------------------------------------------------------------------------------------------------
91-10  $556    $32.22                                                 
- -----------------------------------------------------------------------------------------------------------------
Mean   $337    $21.39     Mean     $381   $26.34       Mean       $351    $25.00     Mean       $209       $16.62
=================================================================================================================
*Sale included peripheral GLA.
=================================================================================================================
</TABLE>

================================================================================

                                      -68-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

     From the above we see that the mean unit rate for sales involving mall shop
GLA only has ranged from approximately $209 to $381 per square foot. We
recognized that these averages may be skewed somewhat by the size of the sample.
To date, there have been no 1995/96 transactions involving only mall shop GLA.

     Alternately, where anchor store GLA has been included in the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $227 per square foot in 1991, $213 per square foot in 1992,
$196 per square foot in 1993, $193 per square foot in 1994 and $145 per square
foot in 1995. Chart B following depicts this data.

<TABLE>
<CAPTION>
=============================================================================================
                                          CHART B
                                    Regional Mall Sales
                          Involving Mall Shops and Anchor GLA
=============================================================================================
          1991                           1992                              1993
=============================================================================================
Sale      Unit      NOI        Sale      Unit       NOI         Sale       Unit         NOI
No.       Rate     Per SF       No.      Rate      Per SF       No.        Rate        Per SF
=============================================================================================
<S>       <C>      <C>         <C>       <C>       <C>         <C>         <C>         <C>   
91- 3     $156     $11.30      92- 1     $258      $20.24      93- 2       $225        $17.15
- ---------------------------------------------------------------------------------------------
91- 4     $228     $16.50      92- 3     $197      $14.17      93- 3       $135        $11.14
- ---------------------------------------------------------------------------------------------
91- 9     $193     $12.33      92- 4     $385      $29.43      93- 6       $224        $16.39
- ---------------------------------------------------------------------------------------------
91-11     $234     $13.36      92- 5     $182      $14.22      93- 7       $ 73        $ 7.32
- ---------------------------------------------------------------------------------------------
91-12     $287     $17.83      92- 6     $203      $16.19      93- 9       $279        $20.66
- ---------------------------------------------------------------------------------------------
91-13     $242     $13.56      92- 7     $181      $13.60      93-10       $ 97        $ 9.13
- ---------------------------------------------------------------------------------------------
91-14     $248     $14.87      92- 8     $136      $ 8.18      93-11       $289        $24.64
- ---------------------------------------------------------------------------------------------
                               92-10     $161      $12.07      93-12       $194        $13.77
- ---------------------------------------------------------------------------------------------
                                                               93-13       $108        $ 9.75
- ---------------------------------------------------------------------------------------------
                                                               93-14       $322        $24.10
- ---------------------------------------------------------------------------------------------
                                                               93-15       $214        $16.57
- ---------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------
 Mean     $227     $14.25      Mean      $213      $16.01      Mean        $196        $15.51
=============================================================================================
</TABLE>

================================================================================

                                      -69-
<PAGE>


                                                  Sales Comparison Approach
================================================================================

================================================================================
                                     CHART B
                               Regional Mall Sales
                       Involving Mall Shops and Anchor GLA
================================================================================
               1994                                      1995
================================================================================
    Sale       Unit          NOI            Sale         Unit           NOI
    No.        Rate         Per SF           No.         Rate          Per SF
================================================================================
   94- 2       $296         $23.12          95- 1        $410          $32.95
- --------------------------------------------------------------------------------
   94- 4       $133         $11.69          95- 2        $272          $20.28
- --------------------------------------------------------------------------------
   94- 5       248          $18.57          95- 3        $ 91          $ 8.64
- --------------------------------------------------------------------------------
   94- 6       $112         $ 9.89          95- 4        $105          $ 9.43
- --------------------------------------------------------------------------------
   94- 7       $166         $13.86          95- 5        $ 95          $ 8.80
- --------------------------------------------------------------------------------
   94- 8       $ 83         $ 7.63          95- 6        $ 53          $ 5.89
- --------------------------------------------------------------------------------
   94- 9       $ 95         $ 8.57          95- 7        $ 79          $ 8.42
- --------------------------------------------------------------------------------
   94-10       $155         $13.92          95- 8        $ 72          $ 7.16
- --------------------------------------------------------------------------------
   94-11       $262         $20.17          95- 9        $ 96          $ 9.14
- --------------------------------------------------------------------------------
   94-13       $378         $28.74          95-10        $212          $17.63
- --------------------------------------------------------------------------------
                                            95-11        $ 56          $ 5.34
- --------------------------------------------------------------------------------
                                            95-12        $ 59          $ 5.87
- --------------------------------------------------------------------------------
                                            95-13        $143          $11.11
- --------------------------------------------------------------------------------
                                            95-14        $287          $22.24
- --------------------------------------------------------------------------------
   Mean        $193         $15.62          Mean         $145          $12.35
================================================================================
*Sale included peripheral GLA.
================================================================================

Analysis of Sales

     Within Chart B, we have presented a summary of recent transactions
(1991-1995) involving regional and super-regional-sized retail shopping malls
from which price trends may be identified for the extraction of value
parameters. These transactions have been segregated by year of acquisition so as
to lend additional perspective on our analysis. Comparability in both physical
and economic characteristics are the most important criteria for analyzing sales
in relation to the subject property. However, it is also important to recognize
the fact that regional shopping malls are distinct entities by virtue of age and
design, visibility and accessibility, the market segmentation created by anchor
stores and tenant mix, the size and purchasing power of the particular trade
area, and competency of management. Thus, the "Sales Comparison Approach", when
applied to a property such as the subject can, at best, only outline the
parameters in which the typical investor operates. The majority of these sales
transferred either on an all cash (100 percent equity) basis or its equivalent
utilizing market-based financing. Where necessary, we have adjusted the purchase
price to its cash equivalent basis for the purpose of comparison.

     As suggested, sales which include anchors typically have lower square foot
unit prices. In our discussions with major shopping center owners and investors,
we learned that capitalization rates and underwriting criteria have become more
sensitive to the contemporary issues dealing with the department store anchors.
As such, investors are looking more closely than ever at the strength of the
anchors when evaluating an acquisition.

================================================================================

                                      -70-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Sales Comparison Approach
================================================================================

     As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

     =========================
     Application to Dover Mall
     =========================

     Because the subject is theoretically selling both mall shop GLA and owned
department stores, we will look at the recent sales involving both types in
Chart B more closely. As a basis for comparison, we will analyze the subject
based upon projected NOI. The first year NOI has been projected to be $11.61 per
square foot (FY 1997), based upon 418,013+/- square feet of owned GLA.
Derivation of the subject's projected net operating income is presented in the
"Income Approach" section of this report as calculated by the Pro-Ject model.
With projected NOI of $11.61 per square foot, the subject falls below the range
exhibited by the comparable sales.

     Since the income that an asset will produce has direct bearing on the price
that a purchaser is willing to pay, it is obvious that a unit price which falls
at the low end of the range indicated by the comparables would be applicable to
the subject. The subject's anticipated net income can be initially compared to
the composite mean of the annual transactions in order to place the subject in a
frame of reference. This is shown on the following chart.

================================================================================
          Sales Year         Mean NOI      Subject Forecast   Subject Ratio
================================================================================
            1991            $   14.25         $   11.61           81.5%
- --------------------------------------------------------------------------------
            1992            $   16.01         $   11.61           72.5%
- --------------------------------------------------------------------------------
            1993            $   15.51         $   11.61           74.9%
- --------------------------------------------------------------------------------
            1994            $   15.62         $   11.61           74.9%
- --------------------------------------------------------------------------------
            1995            $   12.35         $   11.61           94.0%
================================================================================

     With first year NOI forecasted at approximately 73 to 94 percent of the
mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

     Net Income Multiplier Method - Dover Mall 

     Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment behavior
regarding regional malls. In order to quantify the appropriate adjustments to
the indicated per square foot unit values, we have compared the subject's first
year pro forma net operating income to the pro forma income of the individual
sale properties. In our opinion, a buyer's criteria for the purchase of a retail
property is predicated primarily on the property's income characteristics.

================================================================================

                                      -71-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

Thus, we have identified a relationship between the net operating income and the
sales price of the property. Typically, a higher net operating income per square
foot corresponds to a higher sales price per square foot. Therefore, this
adjustment incorporates factors such as location, tenant mix, rent levels,
operating characteristics, and building quality.

     Provided below, we have extracted the net income multiplier from each of
the improved sales. We have included only the recent sales data (1995). The
equation for the net income multiplier (NIM), which is the inverse of the
equation for the capitalization rate (OAR), is calculated as follows:

                   NIM   =        Sales Price
                                  Net Operating Income

================================================================================
                        Net Income Multiplier Calculation
================================================================================
            Sale No.       Price/SF     /NOI/SF      = Net Income Multiplier
================================================================================
              95- 1         $410        $32.95               12.44
- --------------------------------------------------------------------------------
              95- 2         $272        $20.28               13.41
- --------------------------------------------------------------------------------
              95- 3         $ 91        $ 8.64               10.53
- --------------------------------------------------------------------------------
              95- 4         $105        $ 9.43               11.13
- --------------------------------------------------------------------------------
              95- 5         $ 95        $ 8.80               10.80
- --------------------------------------------------------------------------------
              95- 6         $ 53        $ 5.89                9.00
- --------------------------------------------------------------------------------
              95- 7         $ 79        $ 8.42                9.38
- --------------------------------------------------------------------------------
              95- 8         $ 72        $ 7.16               10.06
- --------------------------------------------------------------------------------
              95- 9         $ 96        $ 9.14               10.50
- --------------------------------------------------------------------------------
              95-10         $212        $17.63               12.02
- --------------------------------------------------------------------------------
              95-11         $ 56        $ 5.34               10.49
- --------------------------------------------------------------------------------
              95-12         $ 59        $ 5.87               10.05
- --------------------------------------------------------------------------------
              95-13         $143        $11.11               12.87
- --------------------------------------------------------------------------------
              95-14         $287        $22.24               12.90
================================================================================
              Mean          $145        $12.35               11.11
================================================================================

     Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOI's) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIM's are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated as the first year of the holding period, as detailed in
the Income Approach section of this report.

================================================================================

                                      -72-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================


================================================================================
                           Adjusted Unit Rate Summary
================================================================================
                                           Net Income         Indicated
                 Sale No.      NOI/SF      X Multiplier     Price = $/SF
================================================================================
                  95- 1        $11.61          12.44             $144
- --------------------------------------------------------------------------------
                  95- 2        $11.61          13.41             $156
- --------------------------------------------------------------------------------
                  95- 3        $11.61          10.53             $122
- --------------------------------------------------------------------------------
                  95- 4        $11.61          11.13             $129
- --------------------------------------------------------------------------------
                  95- 5        $11.61          10.80             $125
- --------------------------------------------------------------------------------
                  95- 6        $11.61           9.00             $104
- --------------------------------------------------------------------------------
                  95- 7        $11.61           9.38             $109
- --------------------------------------------------------------------------------
                  95- 8        $11.61          10.06             $117
- --------------------------------------------------------------------------------
                  95- 9        $11.61          10.50             $122
- --------------------------------------------------------------------------------
                  95-10        $11.61          12.02             $140
- --------------------------------------------------------------------------------
                  95-11        $11.61          10.49             $122
- --------------------------------------------------------------------------------
                  95-12        $11.61          10.05             $117
- --------------------------------------------------------------------------------
                  95-13        $11.61          12.87             $149
- --------------------------------------------------------------------------------
                  95-14        $11.61          12.90             $150
================================================================================
                  Mean         $11.61          11.11             $129
================================================================================

     From the process above, we see that the indicated net income multipliers
range from 9.00 to 13.41 with a mean of 11.11. The adjusted unit rates range
from $104 to $156 per square foot of owned GLA with a mean of $129 per square
foot.

     We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center. Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

================================================================================

                                      -73-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Sales Comparison Approach
================================================================================

     Considering the characteristics of the subject relative to the above, we
believe that a unit rate range of $130 to $135 per square foot is appropriate.
Applying this unit rate range to 418,013+/- square feet of owned GLA results in
a value of approximately $54.34 million to $56.43 million for the subject as
shown below.

                       418,013 SF                    418,013 SF
                      x      $130                   x      $135
                      -----------                   -----------
                      $54,340,000                   $56,430,000

           Rounded Value Estimate - Market Sales Unit Rate Comparison
                           $54,340,000 to $56,430,000

Sales Multiple Method - Dover Mall

     Arguably, it is the mall shop GLA sold and its intrinsic economic profile
that is of principal concern in the investment decision process. A myriad of
factors influence this rate, perhaps none of which is more important than the
sales performance of the mall shop tenants. Accordingly, the abstraction of a
sales multiple from each transaction lends additional perspective to this
analysis.

     The sales multiple measure is often used as a relative indicator of the
reasonableness of the acquisition price. As a rule of thumb, investors will look
at a sales multiple of 1.0 as a benchmark, and will look to keep it within a
range of .75 to 1.25 times mall shop sales performance unless there are
compelling reasons why a particular property should deviate.

     The sales multiple is defined as the sales price per square foot of mall
GLA divided by average mall shop sales per square foot. As this reasonableness
test is predicated upon the economics of the mall shops, technically, any income
(and hence value) attributed to anchors that are acquired with the mall as
tenants should be segregated from the transaction. As an income (or sales)
multiple has an inverse relationship with a capitalization rate, it is
consistent that, if a relatively low capitalization rate is selected for a
property, it follows that a correspondingly above-average sales (or income)
multiple be applied. In most instances, we are not privy to the anchor's
contributions to net income. As such, the sales multiples reported may be
slightly distorted to the extent that the imputed value of the anchor's
contribution to the purchase price has not been segregated.

================================================================================

                                      -74-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

                  =============================================
                             Sales Multiple Summary
                  =============================================
                  Sale              Going-In            Sales
                   No.                 OAR             Multiple
                  =============================================
                  95- 1               8.04%              1.46
                  ---------------------------------------------
                  95- 2               7.47%              1.04
                  ---------------------------------------------
                  95- 3               9.50%              1.02
                  ---------------------------------------------
                  95- 4               9.00%              1.09
                  ---------------------------------------------
                  95- 5               9.23%              0.83
                  ---------------------------------------------
                  95- 6              11.10%              0.60
                  ---------------------------------------------
                  95- 7              10.70%              1.31
                  ---------------------------------------------
                  95- 8              10.00%               .61
                  ---------------------------------------------
                  95- 9               9.53%               .89
                  ---------------------------------------------
                  95-10               8.31%              1.57
                  ---------------------------------------------
                  95-11               9.50%              0.39
                  ---------------------------------------------
                  95-12              10.05%              0.62
                  ---------------------------------------------
                  95-13               7.79%              1.06
                  ---------------------------------------------
                  95-14               7.76%              1.23
                  =============================================
                   Mean               9.14%              0.98
                  =============================================

     The sales that are being compared to the subject show sales multiples that
range from 0.39 to 1.57 with a mean of about 0.98. As is evidenced, the more
productive malls with higher sales volumes on a per square foot basis tend to
have higher sales multiples. Furthermore, the higher multiples tend to be in
evidence where an anchor(s) is included in the sale.

     Based upon forecasted 1996 performance, as well as anticipated changes to
the market area, the subject is projected to produce comparable sales of $260
per square foot for mall shop tenants. This implies little growth over 1995
comparable sales.

     In the case of the subject, the overall capitalization rate being utilized
for this analysis is considered to be above the mean exhibited by the comparable
sales. As such, we would be inclined to utilize a multiple below the mean
indicated by the sales. As such, we will utilize a lower sales multiple to apply
to just the mall shop space. Applying a ratio of say, 0.80 to 0.85 percent to
the forecasted sales of $260 per square foot, the following range in value is
indicated.

================================================================================

                                      -75-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Unit Sales Volume (Mall Shops)               $260              $260
     Sales Multiple                        x     0 .80       x      0.85
                                           -----------       -----------
     Adjusted Unit Rate                        $208.00           $221.00

     Mall Shop GLA                         x   232,033       x   232,033
                                           -----------       -----------
     Value Indication                      $48,300,000       $51,300,000

     The analysis shows an adjusted value range of approximately $48.3 to $51.3
million. Inherent in this exercise are mall shop sales which are projections
based on our investigation into the market which might not fully measure
investor's expectations. It is clearly difficult to project with any certainty
what the mall shops might achieve in the future, particularly as the lease-up is
achieved and the property brought to stabilization. While we may minimize the
weight we place on this analysis, it does, nonetheless, offer a reasonableness
check against the other methodologies. We have also considered in this analysis
the fact that the owned anchors and major tenants are forecasted to contribute
approximately $500,000 in revenues in fiscal year 1997 (base rent obligations
and overage). If we were to capitalize this revenue separately at a 10.0
percent rate, the resultant effect on value is approximately $5.0 million.

     Arguably, department stores have qualities that add certain increments of
risk over and above regional malls, wherein risk is mitigated by the diversity
of the store types. A recent Cushman & Wakefield survey of free-standing retail
building sales consisting of net leased discount department stores, membership
warehouse clubs, and home improvement centers, displayed a range in overall
capitalization rates between 8.8 and 10.9 percent with a mean of approximately
9.6 percent. All of the sales occurred with credit worthy national tenants in
place.

     Trends indicate that investors have shown a shift in preference to initial
return and, as will be discussed in a subsequent section, overall capitalization
rates have been showing increases over the past several years. Moreover, when
the acquisition of a shopping mall includes anchor department stores, investors
will typically segregate income attributable to the anchors and analyze these
revenues with higher capitalization rates than those revenues produced by the
mall shops. Therefore, based upon the preceding discussion, it is our opinion
that overall capitalization rates for department stores are reasonably reflected
by a range of 9.5 to 11.0 percent. We have chosen the mid point of the range due
to the locational attributes of the subject's trade area and characteristics of
the subject property.

     Therefore, adding the anchor income's implied contribution to value of $5.0
million, the resultant range is shown to be approximately $53.3 to $56.3
million. Giving consideration to all of the above, the following value range is
warranted for the subject property based upon the sales multiple analysis.

                     Estimated Value - Sales Multiple Method
                      Rounded to $53,300,000 to $56,300,000

================================================================================

                                      -76-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

     =============================
     Value Conclusion - Dover Mall
     =============================

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. The subject is the dominant mall in its market area and is
benefited by having a good anchor alignment, with several major tenants and
specialty stores that are unique to the market.

     After considering all of the available market data in conjunction with the
characteristics of the subject property, the indices of investment that
generated our value ranges are as follows:

Unit Price Per Square Foot

Salable SF:                                   418,013+/-

Price Per SF of Salable Area:                 $130 to $135

Indicated Value Range:                        $54,340,000 to $56,430,000

Sales Multiple Analysis
Indicated Value Range                         $53,300,000 to $56,310,000

     The parameters above show a value range of approximately $53.3 to $56.3
million for the subject.

     Based on our total analysis, relative to the strengths and weaknesses of
each methodology, it would appear that the Sales Comparison Approach indicates a
market value within the more defined range of $54.0 to $56.0 million for the
subject as of April 17, 1996.

     =========================================
     Sales Comparison Approach - Dover Commons
     =========================================

     A separate analysis has been prepared to develop a value for Dover Commons
via the Sales Comparison Approach. Sales of multi-tenant retail strip centers
and shopping centers were researched. Due to the lack of recent, comparable
sales within close proximity of the Commons, our search was expanded outside of
Dover, as well as to larger and sometimes older centers. Five sales were found
which can be used for comparison with the subject. Three of the sales are
located in Delaware and the other two are across the bay in Maryland. The sales
are summarized in the chart on the following page.

================================================================================

                                      -77-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

<TABLE>
<CAPTION>
=================================================================================================
                                     Improved Retail Center Sales
=================================================================================================
                          Sale       Bldg.       Yr.
    Sale Location         Date       Size       Built      Sale Price       Price/SF      OAR
=================================================================================================
<S>                       <C>        <C>         <C>      <C>                <C>           <C>  
1. US 13 & State St.      Aug-92     46,605      1976      $1,975,000         $42.38       10.6%
   Dover, DE
- -------------------------------------------------------------------------------------------------
2. US 50 & MD Rt. 9       Nov-94     100,000     1987      $4,290,000*        $42.90       11.5%
   Stevensville, MD
- -------------------------------------------------------------------------------------------------
3. Routes 4 & 7           Jun-94     162,365     1990     $13,350,000         $82.22        8.5%
   Christiana, DE
- -------------------------------------------------------------------------------------------------
4. Elliott Rd. & Rt. 331  Sep-94     113,130     1991     $12,829,740        $113.41        9.9%
   Easton, MD                        
=================================================================================================
*    Actual consideration paid was $4.95 million. $660,000 of excess land
     deducted for comparison purposes.
=================================================================================================
</TABLE>

Analysis of Sales

     Sale 1 is known as Carroll's Corner Shopping Center and is located along
Highway 13 in Dover, approximately two miles south of the subject. The 46,605
square foot center sold in August 1992 for $1,975,000, or $42.38 per square
foot. The property is a neighborhood shopping center with good access and
exposure from Highway 13. It was built in 1976 and was unrenovated at the time
of sale and in overall average condition. There are two anchor tenants and an
estimated seven in-line spaces. Dover Commons has a similar location to sale 1
however benefits from its positioning adjacent to the Dover Mall increasing
retail traffic exposure. In addition, the subject is considerably superior in
terms of condition. Overall, the subject would be expected to sell for a unit
price above $42.38 per square foot.

     Sale 2 is a larger, 100,000 square foot center known as Thompson Creek
Mill, and constructed in 1987. It is located in Stevensville, Maryland along
U.S. Route 50. The first phase of the property was constructed in 1987 and has a
total of 72,000 square feet. The second phase added 28,000 square feet and was
completed in 1989. Thompson Creek Mill sold in November 1994 for $4,950,000.
This sales price included approximately $660,000 in excess land resulting in an
comparable sales price of $4,290,000, or $42.90 per square foot. The subject is
considerably smaller in size and would therefore expect to sell for a higher
unit rate. Dover is an overall superior location compared with Stevensville,
which also supports a sales price for the subject above $42.90 per square foot.

     Sale 3 is a good quality retail center located at the intersection of
Routes 4 and 7 in Christiana Hundred, Delaware. It has excellent visibility from
Route 4. The center totals 162,365 square feet and is anchored by Shop Rite
(52,440 SF) and Cinemark (29,452 SF). It sold in June 1994 for $13,350,000,
equivalent to $82.22 per square foot. Sale 4 is slightly superior in terms of
quality, however it is considerably larger which makes it comparable with the
subject. Overall sale four supports a unit rate near $82.22 per square foot for
Dover Commons.

================================================================================

                                      -78-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Sale 4 is an excellent quality shopping center known as the Shoppes at
Easton. The center totals 113,130 square feet, was built in 1991 and is located
in Easton, Maryland. It is anchored by a 65,000 square foot Giant Super market.
Wal-Mart is located directly adjacent to the property which increases retail
traffic. Sale 5 sold for $12,829,740, or $113.41 per square foot. Although it is
larger than the subject, it is considerably superior in terms of condition and
quality of the improvements. Its location between Routes 331 and 328 in Easton,
Maryland as well as adjacent to a major retailer, is comparable to the subject.
Overall sale 5 is superior to the subject and sets the upper end of the range at
$113.41 per square foot.

     The sales presented indicate unit rates ranging from $42.38 per square foot
to $113.41 per square foot. In order to further compare the sales with the
subject, the net operating incomes (NOI) of each sale are compared with the
subject. Within the Income Approach, the subject's first year's NOI is projected
to be $361,647, or $6.96 per square foot. This can be compared to each of the
comparable sales as follows:

                     ================================================
                     Sale          Sale NOI/SF        Subject NOI/SF
                     ================================================
                      1.               $4.48               $6.96
                     ------------------------------------------------
                      2.               $4.95               $6.96
                     ------------------------------------------------
                      3.               $6.97               $6.96
                     ------------------------------------------------
                      4.              $11.22               $6.96
                     ================================================

     As can be seen, comparing the sales based on their NOI per square foot with
Dover Commons, the subject is superior to sales 1 and 2, approximately equal to
sale 3 and inferior to sale 4. This analysis further supports our previous
analysis of the sales.

     After considering all of the available market data in conjunction with the
characteristics of the subject, both physical and economical, it would appear
that the Sales Comparison Approach for Dover Commons indicates a value of
approximately $80.00 per square foot, or $4,158,080, rounded to $4,160,000.

================================================================================


                                      -79-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            INCOME APPROACH
================================================================================

Introduction

     The Income Approach is based upon the economic principle that the value of
a property capable of producing income is the present worth of anticipated
future net benefits. The net income projected is translated into a present value
indication using the capitalization process. There are various methods of
capitalization that are based on inherent assumptions concerning the quality,
durability and pattern of the income projection.

     Where the pattern of income is irregular due to existing leases that will
terminate at staggered, future dates, or to an absorption or stabilization
requirement on a newer development, discounted cash flow analysis is the most
accurate.

     Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion (the estimated property value at the end of the
projection period). The estimated value of the reversion at the end of the
projection period is based upon the capitalization of the next year's projected
net operating income. This is the more appropriate method to use in this
assignment, given the step up in lease rates and the long term tenure of retail
tenants.

     A second method of valuation, using the Income Approach, is to directly
capitalize a stabilized net income based on rates extracted from the market or
built up through mortgage equity analysis. This is a valid method of estimating
the market value of the property as of the achievement of stabilized operations.
In the case of the subject, operations are forecasted to be at or near
stabilization. Thus, the direct capitalization method has also been utilized in
the valuation process.

Discounted Cash Flow Analysis - Dover Mall

     The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted into a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current rent
roll, as well as the rental market for similar properties. Second, the projected
expenses incurred in generating these gross revenues are deducted. Finally, the
residual net income is discounted into a capital sum at an appropriate rate
which is then indicative of the subject property's current value in the
marketplace.

     Investment holding periods typically range from seven to fifteen years. In
this Income Approach to the valuation of the subject, we have utilized a 10 year
holding period for the investment. Although an asset such as the subject has a
much longer useful life, investment analysis becomes more meaningful if limited
to a time period considerably less than the real estate's economic life, but of
sufficient length for an investor. A 10 -year holding period for this investment
is long enough to model the asset's performance and benefit from its continued
lease-up and remerchandising, but short enough to reasonably estimate the
expected income

================================================================================

                                      -80-

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                                                                   WAKEFIELD (R)
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                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

and expenses of the real estate. This holding period also mirrors an investors
logic in seeking the optimum time to sell the asset after a reasonable time
frame. It is noted that the cash flows are presented on a fiscal year basis as
of June 1, 1996. However, much of the basis of our analysis pertains to calendar
year 1996. This is done for consistency with historical and budgeted data.

     The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in the market for this type of real estate establish
certain parameters in the computation of these cash flows and criteria for
decision making which this valuation analysis must include if it is to be truly
market-oriented. These current computational parameters are dependent upon
market conditions in the area of the subject property as well as the market
parameters for this type of real estate which we view as being national in
scale.

     By forecasting the anticipated income stream and discounting future value
at reversion into current value, the capitalization process may be applied to
derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject. In this regard, we see
the subject as a long term investment opportunity for a competent
owner/developer.

     An analytical real estate computer model that simulates the behavioral
aspects of property and examines the results mathematically is employed for the
discounted cash flow analysis. In this instance, it is the PRO-JECT+ Plus
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal assignment at hand. On the Facing Page is a summary of
the expected annual cash flows from the operation of the subject over the stated
investment holding period.

     A general outline summary of the major steps involved may be listed as
follows:

     1.   Analysis of the income stream: establishment of an economic (market)
          rent for tenant space; projection of future revenues annually based
          upon existing and pending leases, probable renewals at market rentals,
          and expected vacancy experience;

     2.   Estimation of a reasonable period of time to achieve stabilized
          occupancy of the existing property and make all necessary improvements
          for marketability;

     3.   Analysis of projected escalation recovery income based upon an
          analysis of the property's history as well as the experiences of
          reasonably similar properties;

     4.   Derivation of the most probable net operating income and pre-tax cash
          flow (net income) less reserves, tenant improvements, leasing
          commissions and any extraordinary expenses to be generated by the
          property) by subtracting all property expenses from the effective
          gross income; and

================================================================================

                                      -81-

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                                                                   WAKEFIELD (R)
                                                     ---------------------------
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                                                     ---------------------------



<PAGE>

                                                            Income Approach
================================================================================

     5.   Estimation of a reversionary sale price based upon capitalization of
          the net operating income (before reserves, tenant improvements and
          leasing commissions or other capital items) at the end of the
          projection period.

     Following is a detailed discussion of the components which form the basis
of this analysis.

Potential Gross Revenues

     The total potential gross revenues generated by the subject property are
composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon a percentage of retail sales; a
reimbursement of certain expenses incurred in the ownership and operation of the
real estate; and other miscellaneous revenues.

     The minimum base rent represents a legal contract establishing a return to
investors in the real estate, while the passing of certain expenses on to
tenants serves to maintain this return in an era of continually rising costs of
operation. Additional rent based upon a percentage of retail sales experienced
at the subject property serves to preserve the purchasing power of the residual
income to an equity investor over time. Finally, miscellaneous income adds an
additional source of revenue in the complete operation of the subject property.
In the initial fiscal year of the investment, 1997, it is projected that the
subject property will generate approximately $7.5 million in potential gross
revenues, equivalent to $17.96 per square foot of total appraised (owned) GLA of
418,013 square feet. This area is inclusive of mall shops and all owned
department stores and major tenants. These forecasted revenues may be allocated
to the following components:

================================================================================
                                   Dover Mall
                                 Revenue Summary
                    Initial Fiscal Year of Investment - 1997
================================================================================
Revenue Component                Amount          Unit Rate*       Income Ratio
- --------------------------------------------------------------------------------
   Minimum Rent**              $4,717,601        $11.29               62.8%
- --------------------------------------------------------------------------------
   Overage Rent***             $  450,354        $ 1.08                6.0%
- --------------------------------------------------------------------------------
 Expense Recoveries            $2,212,177        $ 5.29               29.5%
- --------------------------------------------------------------------------------
Miscellaneous Income           $  126,563        $ 0.30                1.7%
- --------------------------------------------------------------------------------
         Total                 $7,506,695        $17.96                100%
================================================================================

*    Reflects total owned GLA of 418,013+/- SF

**   Net of free rent

***  Net of recaptures

================================================================================

Minimum Rental Income

     Minimum rent produced by the subject property is derived from that paid by
the various tenant types. The projection utilized in this analysis is based upon
the actual rent roll and our projected leasing schedule in place as of the date
of appraisal, together with our assumptions as to the absorption of the vacant
space, market rent growth, and renewal/turnover probability. We have also made
specific assumptions regarding the re-tenanting of the mall based upon deals
that are in progress and have a strong likelihood of coming to fruition. In this
regard, we have worked with management and leasing personnel to analyze each
pending deal on a case

================================================================================

                                      -82-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

by case basis. We have incorporated all executed leases in our analysis. For
those pending leases that are substantially along in the negotiating process and
are believed to have a reasonable likelihood of being completed, we have
reflected those terms in our cash flow. These transactions represent a
reasonable and prudent assumption from an investor's standpoint.

     The rental income which an asset such as the subject property will generate
for an investor is analyzed as to its quality, quantity and durability. The
quality and probable duration of income will affect the amount of risk which an
informed investor may expect over the property's useful life. Segregation of the
income stream along these lines allows us to control the variables related to
the center's forecasted performance with greater accuracy. Each tenant type
lends itself to a specific weighting of these variables as the risk associated
with each varies.

     In our investigation and analysis of the marketplace, we have surveyed, and
ascertained where possible, rent levels being commanded by competing centers.
However, it should be recognized that large retail shopping malls are generally
considered to be separate entities by virtue of age and design, accessibility,
visibility, tenant mix and the size and purchasing power of its trade area.
Consequently, the best measure of minimum rental income is its actual leasing
schedule at the particular property.

     As such, our a analysis of recently negotiated leases for new and
relocation tenants at the subject provides important insight into perceived
market rent levels for the mall. Insomuch as a tenant's ability to pay rent is
based upon expected sales achievement, the level of negotiated rents is directly
related to the individual tenant's perception of their expected performance at
the mall.

     The minimum rents forecasted at the subject property are essentially
derived from various tenant categories: major tenant revenue consisting of base
rent obligations of the department and major tenant stores, and mall tenant
revenues consisting of all in-line mall shops. Because of the various tenant
types which comprise all of the mall GLA, we have essentially analyzed the mall
shop space based upon the following categories:

     o Specialty In-Line Space

     o Food Court Space

     o Permanent Kiosks

Interior Mall Shops

     Rent from all interior mall tenants comprise the majority of minimum rent.
Aggregate rent from specialty shops, food court and permanent kiosk tenant is
forecasted to be approximately $4.1 million or $19.10 per square foot of total
mall shop GLA in 1997 on a fiscal year basis. Minimum rent may be allocated to
the following components:

================================================================================

                                      -83-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================

================================================================================
                               Interior Mall Shops
                             Minimum Rent Allocation
================================================================================
                       FY 1997 Revenue       Applicable GLA       Unit Rate (SF)
================================================================================
 Mall Shops *             $3,706,817           204,150 SF           $ 18.16
- --------------------------------------------------------------------------------
    Kiosks                $   73,434               455 SF           $161.39
- --------------------------------------------------------------------------------
  Food Court              $ 304,873              9,218 SF           $ 33.07
- --------------------------------------------------------------------------------
     Total                $4,085,124           213,832 SF           $ 19.10
================================================================================
*    Excludes theater.
================================================================================

     Our analysis of market rent levels for in-line shops has resolved itself to
a variety of influencing factors. Although it is typical that larger spaces are
leased at lower per square foot rates and lower percentages, the type of tenant
as well as the variable of location within the mall can sometimes distort this
size/rate relationship. In this initial step of our analysis, we will look at
actual achieved rents involving leased space only.

     The following table presents an analysis of minimum rent levels achieved
within the subject property for in-line shop space. This would be inclusive of
both existing as well as new leases. These revenues reflect in-line mall shop
spaces only and exclude food court tenants, kiosks, department store and other
major tenants (these tenant types are treated separately in a subsequent section
of this report). We have allocated the space by size categories which appear to
represent reasonable breaks for analysis purposes.

<TABLE>
<CAPTION>
========================================================================================
                        Mall Shop Minimum Rent Attainment
                                Leases In-Place *
========================================================================================
        Suite Size           Annualized Rent     Applicable GLA**  Average Unit Rate/SF
========================================================================================
<S>                               <C>                <C>                 <C>   
   Less Than       750 SF        $ 186,004         3,904 SF              $47.64
- ----------------------------------------------------------------------------------------
          751 - 1,200  SF        $  302,674        8,961 SF              $33.78
- ----------------------------------------------------------------------------------------
        1,201 - 2,000  SF        $  239,704        9,301 SF              $25.77
- ----------------------------------------------------------------------------------------
        2,001 - 3,500  SF        $1,009,012       44,931 SF              $22.46
- ----------------------------------------------------------------------------------------
        3,501 - 5,000  SF        $1,002,776       54,985 SF              $18.24
- ----------------------------------------------------------------------------------------
        5,001 - 10,000 SF        $  488,980       32,958 SF              $14.84
- ----------------------------------------------------------------------------------------
Greater Than    10,000 SF        $  412,953       32,392 SF              $12.75
- ----------------------------------------------------------------------------------------
             Total/Average       $3,642,103      187,432 SF              $19.43
========================================================================================
                        
*    Represents actual annual rent based on leases in-place as of May 1, 1996;
     excludes food court tenants, kiosks, and any speculative lease-up of
     currently vacant space.

**   Considers leased space only in the mall on an annual basis as of May 1, 
     1996.
========================================================================================
</TABLE>

     It is noted that these rents reflect actual contract rents that include CPI
escalations and scheduled rent steps for 1996.

================================================================================

                                      -84-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

     From the chart, we would expect to see a general pattern of an inverse
relationship between suite size and rent. That is, as the suite size increases,
the average unit base rent achieved declines. Overall, for the 187,432+/- square
feet of in-line shop tenants surveyed, the average attained base rent for the
mall is shown to be $19.43 per square foot for 1996 as of May 1, 1996. The
objective here is to demonstrate a reasonably quantifiable pattern between suite
size and rent. As such, a declining rent trend relative to suite size is
generally in evidence. Category No. 1 (less than 750 square feet) shows an
average of $47.64 per square foot, while the last category (over 10,000 square
feet) shows an average of $12.75 per square foot.

     Typically, we would view the rent attainment levels in the existing mall as
being representative of the total property. However, the center is characterized
by several older leases that were negotiated several years ago. The following
section details the more important tenant changes which have influenced the mall
over the past number of years,

Recent Tenant Activity

     There has been a good amount of leasing activity at Dover Mall over the
past year, including leases from several national tenants. A summary of the most
recent deals follows:

o    Spencer Gifts (2036) took this suite, totaling 2,015 square feet, for ten
     years in May 1995 at an initial rent of $46,345, or $23.00 per square foot.
     The rent will increase to $54,405 ($27.00 per square foot) by lease
     expiration.

o    Just Sports (2046) this new tenant will take this space for a ten year term
     commencing September 1996 at an annual rent of $41,140, which will step up
     to $48,620 by lease expiration.

o    Gift Design Gallery (3012) signed a ten year lease for 2,463 square feet
     which commenced November 1995. The initial annual rent of $26.00 per.
     square foot has three steps over the lease term and increases to $32.00 per
     square foot by expiration.

o    Aeropastale (3024) began a ten year lease in November 1995 for $21.00 per
     square foot. After year five the lease increases to $27.00 per square foot.

o    The Disney Store (4056) took 4,720 square feet for a ten year term
     commencing July 1995. The first year rent of $72,027 ($15.26/SF) increases
     to $99,120 ($21.00/SF) in August 1996 for the remainder of the lease.

o    Legends Sporting Goods (5024) signed a ten year lease for this 3,100 square
     foot space which began in November 1995. The initial annual rent of $16.13
     per square foot increases to $23.00 per square foot in November 1997 and
     $26.00 per square foot in November 2002.

o    Lane Bryant (4036) began a 10 year lease for this 4,337 square foot space
     in May 1995. Annual lease payments are $78,066 or $18.00 per square foot,
     and remain flat over the term of the lease.

================================================================================

                                      -85-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================
 
     On balance, we view the recent leasing activity as being positive for the
property. Management has been successful in attracting a strong array of
national and regional tenants which have enhanced the overall draw and appeal of
the mall. Many of them are unique to the market.

Recent Leasing by Size

     We have looked at the most recent leasing in the mall, analyzing the
beginning rent, ending rent and lease term. To further develop our market rent
assumptions in the mall, we have arrayed the subject's most recent leases by
size on the Facing Page chart. These leases include new deals and tenant
renewals and relocations within the mall. As can be seen, 27 transactions have
been included, totaling 80,804 square feet of space. The average rent achieved
is equal to $21.32 per square foot. To better understand leasing activity at the
subject, this type of analysis becomes more meaningful when broken down by size
category.


<TABLE>
<CAPTION>
=========================================================================================
                             Recent Leasing by Size
=========================================================================================
    Category          Area (SF)     Initial Rent/SF    Final Rent/SF    % Rental Increase
=========================================================================================
<S>        <C>          <C>            <C>                <C>               <C>   
Under      750 SF       2,541          $46.44             $51.95            11.86%
- -----------------------------------------------------------------------------------------
  751 -  1,200 SF       3,960          $32.67             $36.83            12.72%
- -----------------------------------------------------------------------------------------
1,201 -  2,000 SF       6,597          $24.86             $25.46             2.44%
- -----------------------------------------------------------------------------------------
2,001 -  3,500 SF      20,096          $22.71             $27.63            21.64%
- -----------------------------------------------------------------------------------------
3,501 -  5,000 SF      17,507          $17.99             $21.01            16.74%
- -----------------------------------------------------------------------------------------
5,001 - 10,000 SF      20,699          $18.00             $20.00            11.11%
- -----------------------------------------------------------------------------------------
Over    10,000 SF      14,182          $1 9.00            $22.00            15.79%
- -----------------------------------------------------------------------------------------
Total                  85,582          $21.32             $24.48            14.79%
=========================================================================================

</TABLE>

     As can be seen, management is successful in getting rent steps. Over the
lease term, the average rent is shown to increase by 14.8 percent.

     These transactions implicitly support the assumption that, typically, there
is an inverse correlation between unit rates and the amount of space being
leased, and they reflect average rates. We recognize that, in practice, there
are unit rate gradations with tenant categories based on such attributes as
location within the center/building, unit frontage and depth, tenant type and
credit worthiness, concessions/tenant allowances, etc. However, as the tenant
mix and configuration may not be fixed over time, it is more appropriate to
estimate what the average base rental levels paid at the property would be for
the different tenant categories.

Market Comparisons - Occupancy Cost Ratios

     In further support of developing a forecast for market rent levels, we have
undertaken a comparison of minimum rent to projected sales and total occupancy
costs to sales ratios. Generally, our research and experience with other
regional malls shows that the ratio of minimum rent to sales falls within the
7.0 to 10.0 percent range in the initial year of the lease with 7.5 percent to
8.5 percent being most typical. By adding additional costs to the tenant, such
as real estate tax and common area maintenance recoveries, a total occupancy
cost may be derived. Expense recoveries and other tenant charges can add up to
100 percent of minimum rent and comprise the balance of total tenant costs.


================================================================================

                                      -86-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                            Income Approach
================================================================================
 
     The typical range for total occupancy cost-to-sales ratios falls between
11.0 and 15.0 percent. As a general rule, where sales exceed $250 to $275 per
square foot, 13.0 to 15.0 percent would be a reasonable cost of occupancy.
Experience and research show that most tenants will resist total occupancy costs
that exceed 15.0 to 18.0 percent of sales. However, ratios of upwards to 20.0
percent are not uncommon. Obviously, this comparison will vary from tenant to
tenant and property to property. For instance, in higher end markets where
tenants are able to generate sales above industry averages, tenants can
generally pay rents which fall toward the upper end of the ratio range.
Moreover, if tenants perceive that their sales will be increasing at real rates
that are in excess of inflation, they will typically be more inclined to pay
higher initial base rents. Obviously, the opposite would be true for poorer
performing centers in that tenants would be squeezed by the thin margins related
to below average sales. With fixed expenses accounting for a significant portion
of the tenants contractual obligation, there would be little room left for base
rent.

     In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past year. This
information is provided on the Following Page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

Occupancy Cost Analysis Chart

     From this analysis we see that the ratio of base rent to sales ranges from
7.1 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to 17.3
percent when all recoverable expenses are included. The surveyed mean for the
malls and industry standards analyzed is 8.3 percent and 13.4 percent,
respectively. Some of the higher ratios are found in older malls situated in
urban areas that have higher operating structures due to less efficient layout
and designs, older physical plants, and higher security costs, which in some
malls can add upwards of $2.00 per square foot to common area maintenance.

     These relative measures can be compared with two well known publications,
The Score (1995) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1995) by the Urban Land Institute. The most recent
publications indicate base rent to sales ratios of approximately 7.0 to 8.0
percent and total occupancy cost ratios of 10.1 to 12.3 percent, respectively.

     In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

     Previously, in the Retail Market Analysis section of the appraisal, we
discussed the subject's sales potential. Comparable mall sales (exclusive of the
food court) in calendar year 1995 are reported to be approximately $259 per
square foot. In light of the mall's performance, we are forecasting sales to
remain relatively flat at $260 per square foot in 1996.

================================================================================

                                      -87-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>
 

<TABLE>
<CAPTION>
====================================================================================================================================
OCCUPANCY COST ANALYSIS/COMPARISON
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
                                 Budget    Year      No.     Total     Shop      Avg.     Rec-     Avg.     Rent-  Total
No.      Area Location     State  Year     Built   Stories    GLA       GLA      Rent    overies   Sales    Sales   Cost  Location
====================================================================================================================================
<S>   <C>                   <C>   <C>    <C>          <C>  <C>        <C>       <C>      <C>    <C>         <C>     <C>    <C>
 --   ULI-Super-Regional
      Malls                 US    1995       -        -      999,544  342,260   $16.30    $8.72   $203.09    8.0%   12.3%    --
- ------------------------------------------------------------------------------------------------------------------------------------
 --   ULI- Regional Malls   US    1995       -        -      582,893  261,553   $12.05    $5.82   $176.16    6.8%   10.1%    --
- ------------------------------------------------------------------------------------------------------------------------------------
 --   ICSC- All Enclosed
      Malls                 US    1995       -        -      582,893  261,553   $12.05    $5.82   $176.16    6.8%   10.1%    --
- ------------------------------------------------------------------------------------------------------------------------------------
 --   ICSC- Malls >
      1,000,000s            US    1995       -        -    1,206,874  407,060   $20.01   $12.57   $271.64    7.4%   12.0%    --
- ------------------------------------------------------------------------------------------------------------------------------------
  1.  Saratoga County MSA   NY    1995   1990/91/93   1      656,501  256,668   $15.79   $15.54   $194.00    8.1%   16.1%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
  2.  Syracuse MSA          NY    1995    1954/96     2    1,035,525  410,818   $17.00   $12.90   $208.00    8.2%   14.4%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
  3.  Syracuse MSA          NY    1995    1988/94     1      776,571  311,557   $17.00   $12.12   $196.00    8.6%   14.7%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
  4.  Rochester MSA         NY    1995    1967/93     2    1,533,574  495,040   $18.00   $13.03   $247.00    7.3%   12.6%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
  5.  Jefferson County MSA  NY    1995    1986/93     1      635,765  209,873   $21.96   $15.89   $231.00    9.5%   16.4%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
  6.  Buffalo MSA           NY    1996    1985/89     1      753,105  285,771   $19.67   $14.83   $250.00    7.9%   13.8%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
  7.  White Plains MSA      NY    1995    1980/83     4      882,689  326,774   $34.00   $25.31   $380.00    8.9%   15.6%  Urban
- ------------------------------------------------------------------------------------------------------------------------------------
  8.  Fairfield County MSA  CT    1995    1986/91     2    1,270,146  499,868   $32.00   $17.20   $425.00    7.5%   11.6%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
  9.  Meriden MSA           CT    1994    1971/94     2      711,626  292,877   $27.00   $14.20   $333.00    8.1%   12.4%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 10.  Worcester County MSA  MA    1996    1971/87     1      445,875  182,372   $22.36   $14.93   $288.00    7.8%   12.9%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 11.  Boston MSA            MA    1995    1980/93     1      322,120  155,080   $18.50   $17.40   $208.00    8.9%   17.3%  Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 12.  Bristol County MSA    MA    1995     1992       2    1,005,595  349,107   $21.50   $22.09   $280.00    7.7%   15.6%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 13.  Bristol County MSA    MA    1995    1987/89     2      967,363  374,630   $31.00   $21.71   $404.00    7.7%   13.0%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 14.  Essex County MSA      MA    1995    1993/94     2      863,344  329,065   $36.95   $11.27   $350.00   10.6%   13.8%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 15.  Kingston MSA          MA    1994    1989/92     1      771,007  295,562   $18.44   $14.32   $211.00    8.7%   15.5%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 16.  Burlington MSA        VT    1995   1979/89/92   1      490,424  185,398   $23.00    $9.51   $294.00    7.8%   11.1%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 17.  Bucks County MSA      PA    1995    1968/75     1      348,309  305,212   $19.35   $10.00   $239.00    8.1%   12.3%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 18.  Monmouth County MSA   NJ    1994   1990/91/94   2    1,153,396  525,741   $31.00   $15.70   $338.00    9.2%   13.8%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 19.  Westminster MSA       MD    1995    1987/94     1      524,964  193,557   $16.74   $17.93   $228.00    7.3%   15.2%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 20.  Washington-Baltimore  MD    1995    1979/93     2      661,639  245,217   $22.10   $19.86   $285.00    7.8%   14.7%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 21.  Baltimore MSA         MD    1995    1956/91     1      863,376  242,376   $19.87   $14.93   $214.00    9.3%   16.3%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 22.  Prince William City
      MSA                   VA    1995    1972/96     1      716,796  278,494   $21.50   $15.11   $236.00    9.1%   15.5%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 23.  Arlington MSA         VA    1994     1986       4      491,057  222,800   $28.00   $12.98   $300.00    9.3%   13.7%  Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 24.  Bloomingdale MSA      IL    1995   1981/88/91   2    1,292,186  427,609   $21.84   $10.37   $250.00    8.7%   12.9%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 25.  Minneapolis MSA       MN    1995    1962/94     1      982,228  201,561   $21.00   $22.51   $262.00    8.0%   16.6%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 26.  Genesee County MSA    MI    1995    1980/93     1      451,036  230,625   $16.00    $9.01   $219.00    7.3%   11.4%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 27.  Indianapolis MSA      IN    1995    1968/87     1    1,239,059  260,359   $22.43    $9.00   $235.00    9.5%   13.4%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 28.  Tampa MSA             FL    1995     1995       1      977,047  359,579   $27.00   $12.77   $300.00    9.0%   13.3%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 29.  Plantation MSA        FL    1995    1979/93     1    1,004,061  282,952   $28.22   $12.40   $314.00    9.0%   12.9%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 30.  Miami MSA             FL    1995     1982       1    1,120,827  290,385   $29.36   $16.55   $355.00    8.3%   12.9%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 31.  Coral Springs MSA     FL    1995    1984/96     1    1,171,127  293,183   $25.90   $11.55   $284.00    9.1%   13.2%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 32.  North/Central Kansas  KS    1995    1987/90     1      400,307  185,324   $14.97   $10.31   $212.00    7.1%   11.9%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 33.  Amarillo MSA          TX    1995    1982/86     1      889,508  316,190   $18.00    $7.53   $200.00    9.0%   12.8%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 34.  Las Vegas MSA         NV    1995     1992       1      241,580  241,580   $91.50   $22.04 $1,183.00    7.7%    9.6%  Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 35.  Las Vegas MSA         NV    1994    1981/93     2      819,374  286,936   $35.00   $13.21   $405.00    8.6%   11.9%  Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 36.  Knoxville MSA         TN    1995    1972/94     1    1,333,018  382,150   $23.80   $14.00   $333.00    7.1%   11.4%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 37.  Nashville MSA         TN    1995     1990       2      716,462  373,662   $15.25   $13.30   $180.00    8.5%   15.9%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 38.  Riverside County MSA  CA    1995    1970/91     1    1,044,536  411,640   $22.59   $17.00   $250.00    9.0%   15.8%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 39.  Orange County MSA     CA    1994    1975/94     1      810,470  273,970   $21.00   $10.28   $270.00    7.8%   11.6%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 40.  Bellingham MSA        WA    1994     1988       1      769,187  337,557   $20.85   $12.54   $283.00    7.4%   11.8%  Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 41.  Seattle MSA           WA    1995    1979/95     1    1,012,754  311,019   $27.35    $7.86   $325.00    8.4%   10.8%  Suburban
====================================================================================================================================
      Survey Mean:                                           833,950  304,724   $23.89   $13.86   $289.51    8.3%   13.4%
====================================================================================================================================
</TABLE>
                                                              CUSHMAN &
                                                              WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Income Approach
================================================================================

     In the previous discussions, the overall attained rent for the project was
calculated to be $19.43 per square foot based upon annualized leases in-place
through May 1996. Based upon recent leasing activity only, this average was
shown to be $21.66 per square foot. This evidence might suggest that some of the
older leases within the mall are above market. A comparison of leasing activity
is shown on the following chart.

================================================================================
                        In-Line Mall Shop Rent Comparison
================================================================================
                            Attained        Recent Leasing      Projected
     Size Category             Rent            Activity        Market Rents
================================================================================
     Less Than  750 SF        $47.64            $46.44            $46.50
         751- 1,200 SF        $33.78            $33.13            $33.00
       1,201- 2,000 SF        $25.77            $24.86            $25.00
       2,001- 3,500 SF        $22.46            $22.71            $22.50
       3,501- 5,000 SF        $18.24            $19.54            $19.00
       5,001-10,000 SF        $14.84            $18.00            $18.00
Greater Than 10,000 SF        $12.75            $19.00            $15.00
================================================================================

     After considering all of the above, we have developed a weighted average
rental rate of approximately $21.00 per square foot based upon a relative
weighting of a tenant space by size. We have tested this average rent against
total occupancy cost. Since total costs are projected to be at the mid to high
end range, we feel that base rent should not exceed a 9.0 percent ratio (to
sales) on average.

     The average rent is a weighted average rent for all in-line mall tenants
only. This average market rent has been allocated to space as shown on the
Facing Page.

Occupancy Cost - Test of Reasonableness

     Our weighted average rent of $21.00 can next be tested against total
occupancy costs in the mall based upon the standard recoveries for new mall
tenants. Our total occupancy cost analyses can be found on the following chart.


================================================================================

                                      -88-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================


================================================================================
                                   Dover Mall
                     Total Occupancy Cost Analysis - FY 1997
================================================================================
           Tenant Cost                                 Estimated Expenses/SF
================================================================================
Economic Base Rent                                            $21.00
                                                        (Weighted Average)
- --------------------------------------------------------------------------------
Occupancy Costs (A)
- --------------------------------------------------------------------------------
      Common Area Maintenance     (1)                        $  7.90
- --------------------------------------------------------------------------------
      Real Estate Taxes           (2)                        $  1.80
- --------------------------------------------------------------------------------
      Utility Expenses                                       $  1.20
- --------------------------------------------------------------------------------
Total Tenant Costs                                           $ 31.90
- --------------------------------------------------------------------------------
Projected Average Sales (Exclusive of Food Court)            $260.00
- --------------------------------------------------------------------------------
Rent to Sales Ratio                                             8.1%
- --------------------------------------------------------------------------------
Cost of Occupancy Ratio                                        12.3%
================================================================================
(A)  Costs that are occupancy sensitive will decrease for new tenants on a unit
     rate basis as lease-up occurs and the property stabilizes.

(1)  CAM recovery is determined on the basis of a tenants pro-rata share using
     average annual occupied area as the standard as opposed to GLA. Our
     standard lease provides for a 15 percent administrative factor less certain
     exclusions including anchor and major tenant contributions.

(2)  Tax estimate for mall shops is exclusive of anchor contributions. Pro rata
     share based on average occupied area of the mall.
================================================================================

     The base rent to sales ratio is shown to be 8.1 percent for the subject
property. This percentage is slightly in line with our survey totals which are
shown to average 8.3 percent. Total costs, on average, are shown to be 12.3
percent of average retail sales, which falls below the mean of our survey which
shows an occupancy cost ratio of 13.4 percent. Finally, since many costs are
occupancy sensitive to the extent that they are passed through to tenants on the
basis of GLOA, the total cost to a tenant will further moderate as occupancy
increases. We have forecasted an absorption period of approximately eighteen
months which should achievable at the current occupancy cost levels. On balance,
the net effect is a reasonably good potential for rent growth that should tract
at or in excess of our general inflation assumption.

Food Court

     We have also elected to ascribe an individual unit market rate to food
court tenants. The leasing plan provides for a 9,218 square foot food court with
ten units, indicating an size of 770 square feet per unit which is consistent
with national averages. Signed food court rentals are summarized on the Facing
Page. It is noted that leases are generally written for ten year terms with one
or more step-ups in base rent over the term of the lease.



================================================================================

                                      -89-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     At this time, there are three vacant spaces. McDonalds has recently signed
a ten year lease for space 3056. The lease began May 1, 1996 at an initial
annual rent of $40,003($42.02 per square foot) which remains flat over the term
of the lease. Aggregate 1996 rents range from a low of $18,000 (China Court) to
a high of $52,872 (Bull on the Beach). Unit rates range from a low of $24.00 per
square foot (Bull on the Beach) to a high of $57.32 per square foot (Sbarro).
The average current rent is approximately $35,510 per unit or $34.83 square
foot. We note that these rents reflected any escalations which may have occurred
since lease commencement.

     In addition to the above, we have looked at a sampling of recent leasing
activity in mall food courts. The table on the Following Page illustrates the
average rent attainment levels for new food courts in various malls for which we
have documented information.

     The chart shows that the surveyed food courts range in size from 5,502 to
10,337 square feet. The average attained rent is $78.96 per square foot. When
matched against average food court sales, base rent to sales ratios range from
8.4 to 17.5 percent with a mean of 12 percent. Occupancy costs tend to be much
higher for food court tenants compared to other in-line shops. In addition to
paying all mall charges, food court tenants are often assessed an additional
cost related to the operation and maintenance of the common seating area which
typically contains 400 to 600 seats. A number of reimbursement structures are
common including a pro-rata pass-through of the expense; a flat amount per
square foot; multiple of tenant sales or some combination of each. As can be
seen, total occupancy costs in our survey range from 13.9 to 23.4 percent and
average 18.2 percent.

     With an average achieved rent of $34.83 per square foot, the subject falls
near the bottom for the comparables presented. Based on projected 1996 sales of
$350 per foot, its rent to sales ratio of 10.24 percent is at the lower end of
the range compared to other centers.

     In addition to the standard mall changes which were shown to be
approximately $10.90 per square foot, food court tenants at Dover Mall pay an
additional maintenance charge for common seating. In fiscal year 1997, we
calculate this to be approximately $8.00 per square foot on average. Thus, total
charges are equal to approximately $18.90 per square foot.

     In view of the subject's relatively high operating costs, we have chosen an
average market rent of $40.00 per square foot for a typical food court tenant. A
summary of total occupancy costs is shown in the following table.


             =====================================================
                           Food Court Market Analysis
             =====================================================
              Base Rent                                    $40.00
             -----------------------------------------------------
              Average Sales                               $350.00
             -----------------------------------------------------
              Base rent/Sales Ratio                        11.43%
             -----------------------------------------------------
              Operating Costs*                             $18.90
             -----------------------------------------------------
              Total Occupancy Costs                        $58.90
             -----------------------------------------------------
              Occupancy Cost Ratio                         16.83%
             =====================================================
              * Includes Cafe Square charges.
             =====================================================



================================================================================

                                      -90-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Kiosks

     We have segregated permanent kiosks within our analysis since they
typically pay a much higher unit rent.

     The leasing plan provides for five permanent kiosks at the subject
property. However, one kiosk is a bank ATM machine (15 square feet) and another
is considered closet space (AT&T) and are excluded from this analysis. The
combined GLA for kiosks is 455 square feet with the typical unit totaling
approximately 150 feet. The chart on the Facing Page presents the existing kiosk
leases at the subject.

     Kiosks are generally leased on dollar amount basis as opposed to a price
per square foot. Achieved rents range from approximately $15,000 to $26,000 for
a kiosk. The is $21,333 per annum. Most kiosk leases are for five years with no
rent change over the term. Permanent kiosk tenants also pay all mall charges.

     After considering all of the above, we have ascribed an initial market rent
of approximately $22,500 for all kiosks over a lease term of five years.

Anchor/Major Tenants

     The final category of minimum rent is related to the anchor tenants which
pay rent at the subject property.

     Anchor tenant revenues are forecasted to amount to approximately $488,928
in fiscal year 1997. This amount is equal to $2.63 per square foot of leased
anchor store GLA represents 10.4 percent of total minimum rent. The following
schedule summarizes tenant rent obligations.

================================================================================
                                   Dover Mall
                        Scheduled Anchor Tenant Revenues
================================================================================
Tenant  Demised Area(SF)  Term   Expiration    Options   Annual Rent  Unit Rate
================================================================================
Sears      111,309        20 yrs.  8/2002      1-10 yr.   $264,915     $2.38
- --------------------------------------------------------------------------------
Leggett     74,671        20 yrs.  8/2002      1-10 yr.   $224,013     $3.00
- --------------------------------------------------------------------------------
Total      185,980                     -                  $488,928     $2.63
================================================================================

     A third major tenant treated separately from the department stores is the
18,210 square foot Fox Theatre which leases space in the mall. Theatre revenue
for fiscal year 1997 is shown to be $143,495, or $7.88 per square foot.

     While anchor/major tenants contribute a relatively low amount of rent on a
unit rate basis, it is important to recognize that their aggregate contribution
is quite substantial, While contributing in excess of 10 percent of minimum base
revenues, anchor tenant provide stability to the cash flow by virtue of their
creditworthiness.


================================================================================

                                      -91-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>





<TABLE>
====================================================================================================================================
                                                       Food Court Comparisons
                                                     Rent & Sales Productivity*
                                                      Cushman & Wakefield, Inc.
====================================================================================================================================
<CAPTION>
                                                                                                            Total         Total
                                          Mall         Food         Avg.           Avg.      Rent/Sales   Occupancy     Occupancy
         Property                       Shop GLA    Court GLA    Base Rent        Sales        Ratio        Cost**        Ratio
====================================================================================================================================
<S>                                    <C>            <C>        <C>             <C>          <C>        <C>             <C>
The Score - 1995                             N/A        8,591       $39.77         $472          8.4%       $65.75         13.9%
All US Enclosed Malls
- ------------------------------------------------------------------------------------------------------------------------------------
The Score - 1995                             N/A       10,337       $59.42         $599         10.3%       $91.86         15.3%
Malls >1,000,000 Sq. Ft
- ------------------------------------------------------------------------------------------------------------------------------------
Natick Mall                              436,700        7,299      $136.39         $779         17.5%      $176.00         22.7%
Natick, MA
- ------------------------------------------------------------------------------------------------------------------------------------
Galleria at Crystal Run                  360,735        8,085      $109.13         $667         16.4%      $147.00         22.0%
Midddletown, NY
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Haven Mall                         505,200        6,047       $85.67         $815         10.5%      $157.50         23.4%
Lake Grove, NY
- ------------------------------------------------------------------------------------------------------------------------------------
Carousel Center                          652,700       10,154      $134.34         $800         16.8%      $187.00         14.6%
Syracuse, NY
- ------------------------------------------------------------------------------------------------------------------------------------
Alderwood Mall                           311,000        8,252       $73.24         $600         12.2%       $88.00         14.6%
Lynnwood, WA
- ------------------------------------------------------------------------------------------------------------------------------------
Silver City Galleria                     349,107        9,412      $106.44         $616         17.3%      $139.00         22.5%
Taunton, MA
- ------------------------------------------------------------------------------------------------------------------------------------
Galleria at White Plains                 326,800        9,693       $67.19         $773          8.9%      $136.00         17.6%
White Plains, NY
- ------------------------------------------------------------------------------------------------------------------------------------
Wilton Mall                              256,700        7,303       $46.33         $515          9.0%       $75.00         14.5%
Saratoga, NY
- ------------------------------------------------------------------------------------------------------------------------------------
Manassas Mall                            278,500        6,231       $49.85         $363         14.8%       $76.00         21.0%
Manassas, VA
- ------------------------------------------------------------------------------------------------------------------------------------
University Mall                          185,400        5,502       $60.10         $489         12.3%       $69.50         14.0%
South Burlington, VT
- ------------------------------------------------------------------------------------------------------------------------------------
Mall at Fairfield Commons                327,200        9,080       $90.09         $661         13.6%      $100.50         15.2%
Beavercreek, OH
- ------------------------------------------------------------------------------------------------------------------------------------
Brandon Town Center                      359,600        7,337       $65.56         $500         13.1%       $95.25         19.1%
Brandon, FL
- ------------------------------------------------------------------------------------------------------------------------------------
Boulevard Mall                           260,749        8,945       $60.84         $496         12.3%       $94.04         18.1%
Amherst, NY
- ------------------------------------------------------------------------------------------------------------------------------------

Hi:                                      652,700       10,337      $136.39         $815         17.5%      $187.00         23.4%
Low:                                     185,400        5,502       $39.77         $363          8.4%       $65.75         13.9%

MEAN:                                    354,645        8,151       $78.96         $610         12.9%      $113.23         18.2%
====================================================================================================================================
 * All values are reported per square foot unless otherwise noted.
** Inclusive of all operating expenses including food court charges.
====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>
                                                            Income Approach
================================================================================

Concessions

     Free Rent

     Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitor's. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants that
are having trouble leasing, as well as older centers that are losing tenants to
new malls in their trade area. Management reports that free rent has been a
relative non-issue with new retail tenants. A review of the most recent leasing
confirms this observation. It has generally been limited to one or two months to
prepare a suite for occupancy when it has been given. Accordingly, we do not
believe that it will be necessary to offer free rent to retail tenants at the
subject. It is noted that while we have not ascribed any free rent to the retail
tenants, we have, however, made rather liberal allowances for tenant workletters
which acts as a form of inducement to convince a tenant to locate at the
subject.

     Tenant Improvements

     Similar to free rent, tenant improvement allowances have also been a
relative non-issue. Over the course of leasing, some tenants have received
tenant build-out allowances as part of their lease transaction.

     All space in the mall has been built-out to some degree. For this analysis,
we have made an allowance of $10.00 per square foot (1996) for future turnover
space where a is projected to leave their space. Upon lease expiration, however,
a cosmetic remodel only be needed as opposed to a complete renovation or
reconfiguration of the space. Furthermore, it is not uncommon for tenants to
bear the cost of remodeling space at their expense. Also many existing materials
can typically be recycled. Nonetheless, we have made a provision of $2.00 per
square foot to be applied to renewal tenants. This assumption further support
for the attainment of projected rent levels within the mall.

Absorption

     Finally, our analysis concludes that the current vacant retail space will
be absorbed over an eighteen month period through January 1998. We have
identified 34,128 square feet of vacant space, net of newly executed leases and
pending deals which have good likelihood coming to fruition by July 1, 1996.
This is equivalent to 16.0 percent of mall shop GLA and 5.1 percent overall.

     The chart on the Facing Page details our projected absorption schedule.

     We have assumed that the space will all lease at 1996 base date market rent
estimates as previously referenced. Effectively, this assumes no rent inflation
for absorption space. We have assumed a ten year average lease term with a 10
percent rent step after the fifth year in-line space and a five year term for a
kiosk without a percentage step.



================================================================================

                                      -92-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                            Income Approach
================================================================================

Rent Growth Rates

     Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income growth shows projections generally range between 3.0 and 4.0
percent for retail centers. Cushman & Wakefield's Winter 1995 survey of pension
funds, REIT's, bank and insurance companies, and institutional advisors reveals
that current income forecasts are utilizing average annual growth rates between
zero and 5.0 percent. The low and high mean is shown to be 2.8 and 3.9 percent,
respectively. (see Addenda for survey results). The Peter F. Korpacz Investor
Survey (Fourth Quarter 1995) shows slightly more conservative results with
average rent growth of 3.16 percent.

     It is not unusual in the current environment to see investors structuring
no growth or even negative growth in the short term. The Dover metropolitan area
in general has been moderately impacted by the last recession. Sales at many
retail establishments have been down for the past few years and competition has
increased from discounters and category killers. While the subject has been
impacted to a modest degree by the global troubles of some national retailers,
it has actually done a good job at maintaining its occupancy and levels. The
tenants' ability to pay rent is closely tied to its increases in sales. However,
rent growth can be more impacted by competition and management's desire to
attract and keep certain tenants that increase the mall's synergy and appeal.

     We view the subject as the dominant mall in the market that continues to
enhance its appeal and draw. In order to enhance absorption at the subject,
increases in rent have been stepped-up starting with zero growth for 1996. On
balance, we have reflected the following stabilized growth rate forecast.

                  =============================================
                        Market Rent Growth Rate Forecast
                  =============================================
                   Period                   Annual Growth Rate*
                  =============================================
                    1996                          +0.0%
                  ---------------------------------------------
                    1997                          +2.5%
                  ---------------------------------------------
                    1998 - 2005                   +3.0%
                  =============================================
                   * Indicated growth rate over the previous
                     year's rent
                  =============================================

Releasing Assumption

     The typical lease term for new in-line retail leases in centers such as the
subject generally ranges from five to twelve years. Market practice dictates
that it is not uncommon to get rent bumps throughout the lease terms either in
the form of fixed dollar amounts or a percentage increase based upon changes in
some index, usually the Consumer Price Index (CPI). Often the CPI clause will
carry a minimum annual increase and be capped at a higher maximum amount.

     For new leases in the regional malls, ten year terms are most typical.
Essentially, the developer will deliver a "vanilla" suite with mechanical
services roughed in and minimal finish. This allows the retailer to finish the
suite in accordance with their specifications. Because of the up-front costs
incurred by the tenants, they require a ten lease term to adequately amortize
these costs. In certain instances, the developer will offer some contribution to
the cost of finishing out a space over and above a standard allowance.

================================================================================

                                      -93-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Upon lease expiration, it is our best estimate that there is a 70 percent
probability that an existing tenant will renew their lease while the remaining
30 percent will vacate their space at this time. While the 30 percent may be
slightly high by some historic measures, we think that it is a prudent
assumption in light of what has happened over the past several months to the
retail industry. Furthermore, the on-going targeted remerchandising will result
in terminations and relocations that will likely result in some expenditures by
ownership. An exception to this assumption exists with respect to existing
tenants who, at the expiration of their lease, have sales that are substantially
below the mall average and have no chance to ever achieve percentage rent. In
these instances, it is our assumption that there is a 100 percent probability
that the tenant will vacate the property. This is consistent with ownership's
philosophy of carefully and selectively weeding out under-performers.

     As stated above, it is not uncommon to get increases in base rent over the
life of a lease. Previously we had demonstrated the ability of ownership to
achieve a 26 percent rent bump on average over the lease term. Our global market
assumptions for non-anchor tenants may summarized in the following chart.

================================================================================
                               Renewal Assumptions
================================================================================
                 Lease                         Free      Tenant        Lease
Tenant Type      Term         Rent Steps       Rent    Alterations  Commissions
================================================================================
Mall Shops and
  Food Court     10 yrs.  10% after 5th year    No         Yes          Yes
- --------------------------------------------------------------------------------
Kiosks           5 yrs.   None                  No         No           Yes
================================================================================

     The rent step schedule upon lease expiration applies in most instances.
However, there is one exception to this assumption with respect to tenants who
are forecasted to be percentage rent situation during the onset renewal period.
This could occur due to the fact that a tenant's sales were well above its
non-natural breakpoint at the expiration of the lease. In these instances, we
have assumed a flat rent during the ensuing lease term. This conservative
assumption presumes that ownership will not achieve rent steps from a tenant who
is also paying overage rent from day one of the renewal term. Nonetheless, we do
note that ownership has shown some modest success in some instances in achieving
rent steps when a tenant's sales place him in a percentage rent situation from
the onset of a new lease.

     Upon lease rollover/turnover, space is forecasted to be released at the
higher of the last effective rent (defined as minimum rent plus overage rent if
any) and the ascribed market as detailed previously increasing by our market
rent growth rate assumption.

Conclusion - Minimum Rent

     In the initial year of the investment (FY 1997), it is projected that the
subject property will produce approximately $4.7 million in minimum rental
income. This estimate of base rental income is equivalent to $11.29 per square
foot of total owned GLA. Alternatively, minimum rental income accounts for 64.2
percent of all potential gross revenues. Further analysis shows that over the
holding period (FY 1997-2006), minimum rent advances at an average compound
annual rate of 4.1 percent. This increase is a synthesis of the mall's lease-up,
rental increases as well as market rents from rollover or turnover of space.


================================================================================

                                      -94-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Overage Rent

     In addition to minimum base rent, many tenants at the subject property have
contracted to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Many leases have a natural
breakpoint although a number have stipulated breakpoints. The average overage
percentage for small space retail tenants is in a range of 5.0 to 6.0 percent
with food court and kiosk tenants generally at 7.0 to 10.0 percent. Anchor
tenants typically have the lowest percentage clause with ranges of 1.5 to 3.0
percent common.

     Traditionally, it takes a number of years for a retail center to mature and
gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting the equity investor against
inflation.

     In the Retail Market Analysis section of this report, we discussed the
historic and forecasted sales levels for the mall tenants. Because of the
dynamics in the marketplace, it is difficult to predict with accuracy what sales
will be on an individual tenant level. As such, we have employed the following
methodology:

     o    For existing tenants who report sales, we have forecasted that sales
          will continue at our projected sales growth rate as discussed herein.

     o    For tenants who do not report sales or who do not have percentage
          clauses, we have assumed that a non-reporting tenant will always
          occupy that particular space.

     o    For new tenants, we have projected sales at the forecasted average for
          the center at the start of the lease. In 1996 this would be
          approximately $260 per square foot for specialty tenants and $350 per
          square foot for food court tenants.

     o    For tenants which turnover a 100 percent turnover probability, we have
          projected that they are released and have initial sales equal to the
          mall average.

     On balance, our forecasts are deemed to be reasonable. The cash flow shows
that overage rent is reasonable based upon the established sales level. From our
experience we know that a significant number of new tenant will be into a
percentage rent situation by at the midpoint of their leases.

     The standard lease provides for a natural breakpoint, which for mall shops,
would typically be 6.0+/- percent. Assuming an average initial rent of about
$21.00 per square foot and a 6.0 percent natural breakpoint, a tenant would need
to achieve a sales level of $350 per square foot before generating any overage
rent.

     We have applied an average breakpoint of 6.0 percent to new tenants. To the
extent that we are assuming a natural breakpoint which is affected by annual
rent, the level of overage rent forecasted for the subject is never a
significant percentage of gross income over the holding period. In the initial
year of the investment holding period, overage revenues are estimated to amount
to $450,354 (net of any recaptures) equivalent to $2.11 per square foot of



================================================================================

                                      -95-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

mall shop GLA and 6.1 percent of potential gross revenues (see previously
displayed cash flow model). During the course of the holding period, overage
revenues in our cash model vary slightly and never exceed 5.0 percent of
forecasted effective gross income after the first two years. From an investment
underwriting perspective, that is important since overage rent is sometimes not
given full dollar credit from the market's perception.

Sales Growth Rates

     In the Retail Market Analysis section of this report, we discussed that
retail specialty store sales at the subject property have been declining in
recent years.

     Retail sales in the Dover MSA have been increasing at a compound annual
rate of 4.2 percent per annum since 1990, according to Sales and Marketing
Management. According to both the Cushman & Wakefield and Korpacz surveys, major
investors are looking at a range of growth rates of 0 percent initially to a
high of 5 percent in their computational parameters. Most typically, growth
rates of 3 percent to 4 percent are seen in these surveys.

     Nationally, total retail sales have been increasing at a compound annual
rate of 6.2 percent since 1980 and 4.9 percent per annum since 1990. Between
1990 and 1994, GAFO sales have grown at a compound annual rate of 5.83 percent
per year. Through 2000, total retail sales are forecasted to increase by 4.12
percent per year nationally, while GAFO are projected to grow by 5.04 percent
annually.

     The subject, however, has shown better growth and potential. After
considering all of above, we have forecasted that sales for existing tenants
will increase by 2.0 percent in 1996, and 3.0 percent per annum thereafter

                   ===========================================
                           Sales Growth Rate Forecast
                   ===========================================
                      Period            Annual Growth Rate
                   ===========================================
                    1996                        2.0%
                   -------------------------------------------
                    1997-2005                   3.0%
                   ===========================================
                   * This growth rate applies to the
                     following year's sales.
                   ===========================================

     In all, we believe we have been conservative in our sales forecast for new
and tenants upon the expiration of an initial lease. At lease expiration, we
have forecasted a 30 percent probability that a tenant will vacate. In most
instances, no overage rent is from new tenants due to our forecasted rent steps
which serve to change the breakpoint.


================================================================================

                                      -96-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Expense Reimbursement and Miscellaneous Income

     By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real estate
taxes, insurance, area maintenance (CAM) and utilities. Miscellaneous income is
essentially derived from specialty leasing for temporary tenants, Christmas
kiosks and other charges including special pass-throughs. In the first full year
of the investment, it is projected that the subject property will generate
approximately $2.2 million in reimbursements for these operating expenses and
approximately $125,000 in other miscellaneous income.

Common Area Maintenance

     Common area maintenance and real estate tax recoveries are generally based
upon the tenants pro-rata share of the expense item. Because it is an older
center, there exists numerous variations to the calculation procedure of each.
We have relied upon ownership's calculation for the various recovery formula's
for taxes and CAM. Standard lease terms require in-line tenants to reimburse
ownership for their pro rata share of common area costs. Typically a 15 percent
fee is added to common area costs to cover administrative expenses. CAM recovery
is generally based on a tenant's pro rata share based on either GLA or leased
(occupied) mall area, depending on each individual lease. The majority of the
existing tenants pay based on leased mall area. We note that anchor tenant
contributions to common area maintenance are excluded before calculating the
mall tenant recovery.

     As stated, under our assumed standard lease, mall tenants pay their
pro-rata share of the balance of the CAM expense after anchor contributions are
deducted and an administrative charge of 15.0 percent is added.

         Provided below is a summary of our assumed standard clause for a new
tenant at the mall.

           ===========================================================
                  Common Area Maintenance Recovery Calculation
           ===========================================================
            CAM Expense              Actual hard cost for year
           -----------------------------------------------------------
                Add                   15% Administration fee
           -----------------------------------------------------------
               Less            Contributions from department stores
           -----------------------------------------------------------
              Equals:             Net pro-ratable CAM billable to
                                   mall tenants on the basis of
                               gross leasable occupied area (GLOA).
           ===========================================================

     Along with Sears and Leggett, JC Penney pays CAM charges to the mall. The
department store contributions are collectively detailed under CAM-Anchors
tenants on the cash flow. The current forecasted CAM billings for the majors are
shown to total $97,949.

================================================================================

                                      -97-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Food Court

     Food court tenants are assessed an additional seating charge for the costs
associated with maintaining the food court area, including common seating costs,
trash and maintenance services. The assessment is passed through on the basis of
pro rata share calculated over occupied area of the food court. The formula is
tied partially to a tenant's sales. In 1996, the average charge is expected to
be approximately $18.90 per square foot on the basis of total food court GLA.
This is inclusive of a 15 percent administrative fee.

Real Estate Taxes

     Along with mall shops, Sears and Leggett also make contributions to real
estate taxes. In general, the mall standard is for the mall tenants to pay their
pro-rata share net of anchor contributions, based upon the average occupied area
during the year. Some mall shop tenants pay their pro-rata share net of anchor
tenant contributions, as well as the Theatre Ruby Tuesday, and kiosk
contributions.

     Our assumption for new and renewal leases will be consistent with the
current lease structure. The new standard bills tenants based upon a pro rata
share of the actual expense minus anchor tax contributions. In fiscal year 1997,
contributions from Sears and Leggett is shown to be $49,666 on the cash flow
under the designation Tax Anchors tenants. Mall shop tax contributions for
fiscal year 1997 are $280,284.

Other Recoveries

     Other recoveries consist of a utility charge billed to mall shop tenants
for 1996. This charge is estimated at $1.20 per square foot.

Specialty Leasing and Miscellaneous Income

     Miscellaneous revenues are derived from a number of sources. One of the
more important is specialty leasing. The specialty leasing is related to
temporary tenants that occupy vacant in-line space as well as temporary kiosks
or push carts. Management has relatively successful with this procedure at many
of their malls. Tenants are given either straight fixed rent deals or are put on
a percentage deal until management any of their malls can better gauge their
potential. Typically, the leases are written on a gross basis and tenants are
not assessed any mall charges. Bump backs, which consist of shallow temporary
demising walls generally written as percentage only leases. Seasonal kiosks are
for the push carts displays that are typically brought in around Christmas time.
Our experience has shown that the typical rate for push carts ranges from
approximately $6,000 to $10,000 for the two month Christmas period and $1,200 to
$1,500 per month thereafter.

     In the initial calendar year of the investment we have forecasted specialty
leasing revenues of $100,000. We project that temporary leasing will grow 3.0
percent per year throughout the remainder of the analysis period so that in our
fiscal model it $101,250.

     Other sources of miscellaneous revenues included forfeited security
deposits, phone revenues, lottery commissions, interest income and income from
the renting of strollers. We have forecasted miscellaneous income of $25,000 in
1996.



================================================================================

                                      -98-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Allowance for Vacancy and Credit Loss

     The investor of an income producing property is primarily interested in the
cash revenues that an income-producing property is likely to produce annually
over a specified period of time rather than what it could produce if it were
always 100 percent occupied with all tenants actually paying rent in full and on
time. It is normally a prudent practice to some income loss, either in the form
of actual vacancy or in the form of turnover, non-payment or slow payment by
tenants. We have reflected a 4.0 percent stabilized contingency for both
stabilized and unforeseen vacancy and credit loss. Please note that this vacancy
and credit loss provision is applied to all mall tenants equally and is
exclusive of all revenues generated by anchor stores.

     We have phased in the 4.0 percent factor as the mall leases up based upon
the following schedule.

                   =========================================
                    1996                               2.0%
                   -----------------------------------------
                    1997                               2.5%
                   -----------------------------------------
                    Thereafter                         4.0%
                   =========================================

     In this analysis we have also forecasted that there is a 70 percent
probability that an existing tenant will renew their lease. Upon turnover, we
have forecasted that rent loss equivalent to six months would be incurred to
account for the time and/or costs associated with bringing the space back on
line. Thus, minimum rent as well as overage rent and certain income has been
reduced by this forecasted probability.

     We have calculated the effect of the total provision of vacancy and credit
loss on the in-line shops. Through the 10 years of this cash flow analysis, the
total allowance for vacancy and credit loss, including provisions for downtime,
ranges from a low of 4.3 percent of total potential gross revenues to a high of
9.8 percent. On average, the total allowance for vacancy and credit loss over
the 10 year projection period averages 5.9 percent of these revenues.

================================================================================
                           Total Rent Loss Forecast *
================================================================================
Calendar Year      Credit Loss        Physical Vacancy     Total Loss Provision
================================================================================
FY 1997               2.0%                  7.8%                   9.8%
- --------------------------------------------------------------------------------
FY 1998               2.5%                  1.6%                   4.1%
- --------------------------------------------------------------------------------
FY 1999               4.0%                   .7%                   4.7%
- --------------------------------------------------------------------------------
FY 2000               4.0%                  0.3%                   4.3%
- --------------------------------------------------------------------------------
FY 2001               4.0%                   .3%                   5.4%
- --------------------------------------------------------------------------------
FY 2002               4.0%                  1.4%                   4.3%
- --------------------------------------------------------------------------------
FY 2003               4.0%                  2.1%                   6.1%
- --------------------------------------------------------------------------------
FY 2004               4.0%                  3.2%                   7.2%
- --------------------------------------------------------------------------------
FY 2005               4.0%                  1.3%                   5.3%
- --------------------------------------------------------------------------------
FY 2006               4.0%                  3.3%                   7.3%
- --------------------------------------------------------------------------------
Avg.                  4.0%                  1.9%                   5.9%
================================================================================
*    Includes phased global vacancy provision for unseen vacancy and credit loss
     as well as weighted downtime provision of lease turnover.
================================================================================



================================================================================

                                      -99-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     As discussed, if an existing mall tenant is a consistent under-performer
with sales substantially below the mall average, then the turnover probability
applied is 100 percent. This assumption, while adding a degree of conservatism
to our analysis, reflects the reality that management will continually strive to
replace under performers. On balance, the aggregate deductions of all gross
revenues reflected in this analysis are based upon overall long-term market
occupancy levels and are considered what a prudent investor would conservatively
allow for credit loss. The remaining sum is effective gross income which an
informed investor may anticipate the subject property to produce. We believe
this is reasonable in light of vacancy in this subject's market area as well as
the current leasing structure at the subject.

Effective Gross Income

     In the initial year of the investment, FY 1997, effective gross revenues
("Total Income" line on cash flow) are forecasted to amount to approximately
$7.34 million, equivalent to $19.96 per square foot of total owned GLA.

     ======================================================================
                         Effective Gross Revenue Summary
                    Initial Fiscal Year of Investment - 1997
     ======================================================================
                                   Aggregate Sum    Unit Rate  Income Ratio
     ======================================================================
     Potential Gross Income          $7,506,695       $17.96      100.0%
     ----------------------------------------------------------------------
     Less: Vacancy and Credit Loss   $  163,644       $ 0.39        2.2%
     ----------------------------------------------------------------------
     Effective Gross Income          $7,343,051       $19.96       97.8%
     ======================================================================

Expenses

     Total expenses incurred in the production of income from the subject
property are divided into two categories: reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes,
common area maintenance, insurance, utilities food court. The non-reimbursable
expenses associated with the subject property include certain general and
administrative expenses, ownership's contribution to the merchants
association/marketing fund, and miscellaneous expenses. Other expenses include a
reserve for the replacement of short-lived capital components, alteration costs
associated with bringing space up to occupancy standards, leasing commissions
and capital repairs deemed necessary for the continued operation of the mall.

     The various expenses incurred in the operation of the subject property have
been estimated from information provided by a number of sources. We have
reviewed the subject's component operating history for prior years as well as
the 1996 Budget for these items. We have compared this information to published
data which are available, as well as comparable expense information. Reference
is made to the chart on the Following Facing Page. Finally, this information has
been tempered by our experience with other regional shopping centers.



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                                     -100-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Expense Growth Rates

     Expense growth rates are generally forecasted to be more consistent with
inflationary trends than necessarily with competitive market forces. The Winter
1995 Cushman & Wakefield survey of regional malls found the low and high mean
from each respondent to be 3.75 percent. The First Quarter 1996 Korpacz survey
reports that the range in expense growth rates runs from 3.0 percent to 5.0
percent with an average of 3.92 percent, down 13 basis points from one year ago.
Unless otherwise cited, expenses are forecasted to grow by 3.5 percent per annum
over the holding period.

Reimbursable Operating Expenses

     We have analyzed each item of expense individually and attempted to project
what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial year of the
investment holding period. Please note that expenses are analyzed on a calendar
year basis but are adjusted to a fiscal basis in the cash flow.

     Common Area Maintenance - This expense category includes the annual cost of
     miscellaneous building maintenance contracts, recoverable labor and
     benefits, security, insurance, landscaping, snow removal, cleaning and
     janitorial, exterminating, supplies, trash removal, exterior lighting,
     common area energy, gas and fuel, equipment rental, interest and
     depreciation, and other miscellaneous charges. In addition, ownership can
     generally recoup the cost of certain extraordinary capital items from the
     tenants. Typically, this is limited to certain miscellaneous capital
     expenditures. As discussed, our implied standard lease agreement allows
     management to pass along the CAM expense to tenants on the basis of
     occupied gross leasable area. Furthermore, the interest and depreciation
     expense is a nonoperating item that serves to increase the basis of
     reimbursement from mall tenants. Mall renovation costs may also be passed
     along. Historically, the annual CAM expense (net of food court and
     management) can be summarized as follows:

                  ============================================
                             Historical CAM Expense
                  ============================================
                    Year                    Aggregate Amount
                  ============================================
                    1995                       $1,318,427
                  --------------------------------------------
                    1996 Budget                $1,329,331
                  ============================================

     The 1996 CAM budget is shown to be $1,329,331. An allocation of this budget
     by line item provided in the Addenda. It is noted that this expense
     includes food court expenses which we have treated separately. Deducting
     budgeted food court expenses of $45,000 results in a 1996 CAM budget of
     $1,284,331. We have used $1,285,000 in our analysis, equal to $6.01 per
     square foot of mall shop GLA for calendar year 1996. Provided on the
     Following Facing Page is a survey of comparable CAM budgets of other
     regional malls which support this estimate.



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                                     -101-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Real Estate Taxes - The projected taxes to be incurred in CY 1996 are equal
     to $411,959. As discussed, the standard recovery for this expense is
     charged on the basis of average occupied area of non-major mall tenant GLA.
     Taxes are assumed to be charged to the mall tenants after first deducting
     department store contributions.

     Utilities - In CY 1996, the utility expense for the mall is budgeted at
     approximately $436,731. We have utilized a cost of $435,000, equivalent to
     $2.03 per square foot of mall shop GLA and $1.04 per square foot of total
     owned GLA.

     Food Court CAM - The additional cost associated with maintaining the common
     seating areas in the food court are forecasted to be $45,000. Included here
     are charges for cleaning and janitorial services, repairs and maintenance
     and water charges.

Non-Reimbursable Expenses

     Total non-reimbursable expenses at the subject property are projected from
accepted practices and industry standards. Again, we have analyzed each item of
expenditure in an attempt to project what the typical investor in a property
similar to the subject would reasonable, based upon actual operations, informed
opinion, and experience. The following is a detailed summary and discussion of
non-reimbursable expenses incurred in the operation of the subject property for
the initial year. Unless otherwise stated, it is our assumption that these
expenses will increase by 3.5 percent per annum thereafter.

     General and Administrative - Expenses related to the administrative aspects
     of the mall include costs particular to the operation of the mall,
     including salaries for leasing personnel, travel and entertainment, and
     dues and subscriptions. A provision is also made for professional services
     including legal and accounting fees and other professional consulting
     services. In CY 1996, we reflect general and administrative expenses of
     $40,000.

     Marketing - Mall tenants are obligated to make contributions to the
     promotional or marketing fund. The expense is typically tied to the revenue
     so that the net effect is a complete wash. Typically, ownership is
     obligated to pay a percentage (up to 25 percent) of the total association
     dues. A marketing expense of $35,000 has been estimated for 1996, equal to
     $35,510 when projected for fiscal year 1997.

     Miscellaneous - This catch-all category is provided for various
     miscellaneous and sundry expenses that ownership will typically incur. Such
     items as unrecovered repair costs, preparation of suites for temporary
     tenants, certain non-recurring expenses, expenses associated with
     maintaining vacant space, and bad debts excess of our credit loss provision
     would be included here. In the initial year, miscellaneous items are
     forecasted to amount to approximately $50,000.



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                                     -102-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Management - The annual cost of managing the subject property is projected
     to be 3.0 percent of minimum and percentage rent. In the initial year of
     our analysis (FY 1997), this amount is shown to be approximately $155,038.
     Alternatively, this amount is equivalent to approximately 2.1 percent of
     effective gross income, or $1.67 per square foot of mall shop GLA. Our
     estimate is reflective of a typical management agreement with a firm in the
     business of providing professional management services. This amount is
     considered typical for a retail complex this size. Our investigation into
     the market for this property type indicates an overall range of fees of 3
     to 5 percent. Since we have reflected a structure ownership separately
     charges leasing commissions, we have used the mid-point of the range as
     providing for compensation for these services.

     Alterations - The principal component of this expense is ownership's
     estimated cost to prepare a vacant suite for tenant use. For currently
     vacant space, as well as at the expiration of an existing lease, we have
     made a provision for the likely expenditure of some monies on ownership's
     part for tenant improvement allowances. In this regard, we have forecasted
     a cost of $10.00 per square foot for new lease-up and turnover space
     (initial cost growing at expense growth rate) weighted by our turnover
     probability of 30 percent. We have forecasted a rate of $2.00 per square
     foot for renewal (rollover) tenants, based on a renewal probability of 70
     percent. The blended rate based on our 70/30 turnover probability is
     therefore $4.40 per square foot. It is also noted that ownership has been
     moderately successful in releasing space in its "as is" condition. Evidence
     of this is seen in our previously presented summary of recent leasing
     activity at the mall. The provisions made here for tenant work lends
     additional conservatism our analysis. These costs are forecasted to
     increase at our implied expense growth rate.

     Leasing Commissions - Many owners now charge leasing commissions
     internally. A typical structure is either a flat amount per square foot or
     a percentage of the rent payment. We have chosen a rate of $3.50 per square
     foot for new tenants to the mall and $1.50 for renewal leases. This
     structure implies a payout up front at the start of a lease. We have
     elected to model this formula as it is within the of charges we have seen
     for these services. The cost is weighted by our 70/30 percent
     renewal/turnover probability. Thus, upon lease expiration, a leasing charge
     of $2.10 per square foot would be incurred. This expense has been escalated
     over the analysis period at $0.50 per square foot every five years for new
     leases and $0.25 per square foot every five years for renewal leases.



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                                     -103-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Replacement Reserves - It is customary and prudent to set aside an amount
     annually for the replacement of short-lived capital items such as the roof,
     parking lot and certain mechanical items. The repairs and maintenance
     expense category has historically included some capital items which have
     been passed through to the tenants. This appears to be a fairly common
     practice among most malls. However, we feel that over a holding period some
     repairs or replacements will be needed that will not be passed on to the
     tenants. Due to the inclusion of many of the capital items in the
     maintenance expense category, the reserves for replacement classification
     need not be sizeable. This becomes a more focused issue when the CAM
     expense starts to get out of reach and tenants begin to complain. For
     purposes of this report, we have estimated an expense of $0.20 per square
     foot of owned GLA during the first year, thereafter increasing by our
     expense growth rate throughout our cash flow analysis.

     Capital Repairs - Regional malls are typically remodeled every five to ten
     years. The subject was constructed in 1982. Recent improvements to the mall
     have included a new food court, exterior painting, and common area
     remodeling. Ownership has budgeted $400,000 toward capital improvements in
     1996. A potential buyer would expect to refurbish other areas of the mall
     within the next several years. Although there are several methods to
     account for this type of expenditure, we have budgeted an expense of
     $400,000 in 1996 and $200,000 per year throughout the holding period.

Net Operating Income/Net Cash Flow

     The total expenses of the subject property, including alterations,
commissions, capital expenditures, and reserves are annually deducted from total
income, thereby leaving a residual net operating income or net cash flow to the
investors in each year of the holding period before debt service. In the initial
year of investment, the net operating income is forecasted to be equal to
approximately $4.85 million which is equivalent to 66.1 percent of effective
gross income. Deducting other expenses including capital items results in a net
cash flow before debt service of approximately $4.0 million.

     ======================================================================
                                   Dover Mall
                                Operating Summary
                    Initial Fiscal Year of Investment - 1997
     ======================================================================
                             Aggregate Sum    Unit Rate*   Operating Ratio
     ======================================================================
      Effective Gross Income  $7,343,051        $17.57          100.0%
     ----------------------------------------------------------------------
      Operating Expenses      $2,489,702        $ 5.96           33.9%
     ----------------------------------------------------------------------
      Net Operating Income    $4,853,349        $11.61           66.1%
     ----------------------------------------------------------------------
      Other Expenses           $ 853,566        $ 2.04           11.6%
     ----------------------------------------------------------------------
      Cash Flow               $3,999,783        $ 9.57           54.5%
     ======================================================================
      *  Based on total owned GLA of 418,013 square feet.
     ======================================================================



================================================================================

                                     -104-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Our cash flow model has forecasted the following compound annual growth
rates over the holding period 1997-2006 on a fiscal year basis

                    Net Operating Income         4.1%

                         Cash Flow:              5.3%

     Growth rates are shown to be 4.1 and 5.3 percent, respectively. We note
that this annual growth is a result of the atypical income in the early years of
the cash flow due to vacancy and free rent. On a stabilized basis (FY
1999-2006), net income growth is shown to be only 2.0 percent which is a
conservative forecast for a real estate investment of the subject's caliber.

Investment Parameters

     After protecting the income and expense components of the subject property,
investment parameters must be set in order to forecast property performance over
the holding period. These parameters include the selection of capitalization
rates (both initial and terminal) and application of the appropriate discount or
yield rate, also referred to as the internal rate of return (IRR).

Selection of Capitalization Rates

     Overall Capitalization Rate

     The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are also affected by the existing leasing schedule of the
property, the strength or weakness of the local rental market, the property's
position relative to competing properties, and the risk/return characteristics
associated with competitive investments.

     For retail properties, the trend has been for rising capitalization rates.
We feel that much of this has to do with the quality of the product that has
been selling. Sellers of the better performing dominant Class A malls have been
unwilling to waver on their pricing. Many of the malls which have sold over the
past 18 to 24 months are found in less desirable second or third tier locations
or represent turnaround situations with properties that are posed for expansion
or remerchandising. With fewer buyers for the top performing assets, sales have
been somewhat limited.

================================================================================

                                     -105-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

       ===================================================================
                          Overall Capitalization Rates
                               Regional Mall Sales
       ===================================================================
        Year             Range             Mean        Basis Point Change
       ===================================================================
        1988         5.00% - 8.00%         6.16%               -
       -------------------------------------------------------------------
        1989         4.58% - 7.26%         6.05%             -11
       -------------------------------------------------------------------
        1990         5.06% - 9.11%         6.33%             +28
       -------------------------------------------------------------------
        1991         5.60% - 7.82%         6.44%             +11
       -------------------------------------------------------------------
        1992         6.00% - 7.97%         7.31%             +87
       -------------------------------------------------------------------
        1993         7.00% -10.10%         7.92%             +61
       -------------------------------------------------------------------
        1994         6.98% -10.29%         8.37%             +45
       -------------------------------------------------------------------
        1995         7.47% -11.10%         9.14%             +79
       ===================================================================


     The data above shows that, with the exception of 1989, the average cap rate
has shown a rising trend each year. Between 1988 and 1989, the average rate
declined by 11 basis points. This was partly a result of dramatically fewer
transactions in 1989 as well as the sale of Woodfield Mall at a reported cap
rate of 4.58 percent. In 1990, the average cap rate jumped 28 basis points to
6.33 percent. Among the 16 transactions we surveyed that year, there was a
marked shift of investment criteria upward, with additional basis point risk
added due to the deteriorating economic climate for commercial real estate.
Furthermore, the problems with department store anchors added to the perceived
investment risk.

     Much of the buying over the past 18 to 24 months has been opportunistic
acquisitions involving properties selling near or below replacement cost. Many
of these properties have languished due to lack of management focus or
expertise, as well as a limited ability to make the necessary capital
commitments for growth. As these opportunities become harder to find, we believe
that investors will again begin to focus on the stable returns of the dominant
Class A product.

     The Cushman & Wakefield's Winter 1995 survey reveals that going-in cap
rates for regional shopping centers range between 7.0 and 9.0 percent with a low
average of 7.47 and high average of 8.25 percent, respectively; a spread of 78
basis points. Generally, the change in average capitalization rates over the
Spring 1995 survey shows that the low decreased by 3 basis points, while the
upper average increased by 15 points. Terminal, or going-out rates are now
averaging 8.17 and 8.83 percent, representing a decrease of 22 basis points and
23 basis points, from Spring 1995 averages.

<TABLE>
                                           Cushman & Wakefield Valuation Advisory Services
                                            National Investor Survey - Regional Malls (%)
============================================================================================================================
<CAPTION>
  Investment                          Winter 1994                    Spring 1995                     Winter 1995
  Parameters                      Low            High             Low            High             Low           High
============================================================================================================================
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
OAR/Going-In                   6.50-9.50       7.50-9.50       7.00-8.50       7.50-8.50       7.00-8.00       7.50-9.00
                                  7.6             8.4            7.50             8.1            7.47           8.25
- ----------------------------------------------------------------------------------------------------------------------------
OAR/Terminal                   7.00-9.50       7.50-10.50      7.50-8.75       8.00-9.25       7.00-9.00       8.00-10.00
                                  8.0             8.8            7.95             8.6            8.17           8.83
- ----------------------------------------------------------------------------------------------------------------------------
IRR                           10.00-11.50     10.00-13.00     10.00-11.50     11.00-12.00     10.00-11.50     10.50-12.00
                                  10.50          11.5            10.70           11.4            10.72          11.33
============================================================================================================================
</TABLE>



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                                      -106-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     The First Quarter 1996 Peter F. Korpacz survey finds that average cap rates
have been increasing over the past year. They recognize that there is extreme
competition for the few premier malls that are offered for sale which should
exert downward pressure on rates. However, most of the available product is B or
C quality which are not attractive to most institutional investors. The survey
did, however, note a dramatic change for the top tier investment category of 20
to 30 true "trophy" assets in that investors think it is unrealistic to assume
that cap rates could fall below 7.0 percent.

================================================================================
                          NATIONAL REGIONAL MALL MARKET
                               FIRST QUARTER 1996
================================================================================
    KEY INDICATORS                 CURRENT           LAST
Free & Clear Equity IRR            QUARTER          QUARTER         YEAR AGO
================================================================================
RANGE                            10.00%-14.00%   10.00%-14.00%   10.00%-14.00%
AVERAGE                             11.50%          11.55%          11.60%
- --------------------------------------------------------------------------------
CHANGE (Basis Points)                 --              -5              -9
- --------------------------------------------------------------------------------
Free & Clear Going-In Cap Rate
- --------------------------------------------------------------------------------
RANGE                            6.25%-11.00%    6.25%-11.00%    6.25%-11.00%
Average                              8.11            7.86            7.78%
- --------------------------------------------------------------------------------
CHANGE (Basis Points)                 --              +25             +33
- --------------------------------------------------------------------------------
Residual Cap Rate
- --------------------------------------------------------------------------------
RANGE                            7.00%-11.00%    7.00%-11.00%    7.00%-11.00%
AVERAGE                              8.56%           8.45%           8.38%
- --------------------------------------------------------------------------------
CHANGE (Basis Points)                 --              +11             +18
================================================================================
Source: Peter Korpacz Associates, Inc. - Real Estate Investor Survey
        First Quarter - 1996
================================================================================


     As can be seen from the above, the average IRR has decreased by 10 basis
points to 11.50 percent from one year ago. However, it is noted that this
measure has been relatively stable over the past three months. The quarter's
average initial free and clear equity cap rate rose 33 basis points to 8.11
percent from a year earlier, while the residual cap rate increased 18 basis
points to 8.56 percent.

     Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and
re-merchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities are now serious impediments
to new retail development.

     Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters 1996
in view of the wave of retail chains whose troublesome earnings are forcing
major restructures or even liquidations. (The reader is referred to the National
Retail Overview in the Addenda of this report). Trends toward more casual dress
at work and consumers growing pre-occupation with their leisure and home lives
have created the need for refocused leasing efforts to bring those tenants to
the mall that



================================================================================

                                      -107-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

help differentiate them from the competition. As such, entertainment, a loosely
defined concept, is one of the most common directions malls have taken. A trend
toward bringing in larger specialty and category tenants to the mall is also in
evidence. The risk from an owners standpoint is finding that mix which works the
best.

     Nonetheless, the cumulative effect of these changes has been a rise in
rates as investors find it necessary to adjust their risk premiums in their
underwriting.

     Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

     Cap Rate Range                Category

     7.0% to 7.5%                  Top 20 to 25 +/- malls in the country.

     7.5% to 8.5%                  Dominant Class A investment grade property,
                                   high sales levels, relatively good health
                                   ratios, excellent demographics (top 50
                                   markets), and considered to present a
                                   significant barrier to entry within its trade
                                   area.

     8.5% to 10.5%                 Somewhat broad characterization of investment
                                   quality properties ranging from primary MSAs
                                   to second tier cities. Properties at the
                                   higher end of the scale are probably somewhat
                                   vulnerable to new competition in their
                                   market.

     10.5% to 12.0%                Remaining product which has limited appeal or
                                   significant risk which will attract only a
                                   smaller, select group of investors.

Conclusion - Initial Capitalization Rate

     Dover Mall is a well positioned center. It is the dominant retail
destination for the Dover MSA. In addition to its strong department stores, mall
shops are well merchandised and there are several complimentary major tenants.
The trade area is relatively affluent showing moderate growth, and the mall is
in good condition. The potential for future mall competition is unlikely in this
region but category killers and discounters pose somewhat of a threat.

     On balance, a property with the characteristics of the subject would
potentially trade at an overall rate between 8.75 and 9.25 percent based on
first year income if operating on a stabilized operating income basis.




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                                      -108-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Terminal Capitalization Rate

     The residual cash flows generated annually by the subject property comprise
only the first part of the return which an investor will receive. The second
component of this investment return is the pre-tax cash proceeds from the resale
of the property at the end of a projected investment holding period. Typically,
investors will structure a provision in their analyses in the form of a rate
differential over a going-in capitalization rate in projecting a future
disposition price. The view is that the improvement is then older and the future
is harder to visualize hence a slightly higher rate is warranted for added risks
in forecasting. On average, our rate survey shows a 38 basis point differential.

     Therefore, to the range of stabilized overall capitalization rates, we have
added 25 basis points to arrive at a projected terminal capitalization rate
ranging from 9.00 to 9.50 percent. This provision is made for the risk of
lease-up and maintaining a certain level of occupancy in the center, its level
of revenue collection, the prospects of future competition, as well, as the
uncertainty of maintaining the forecasted growth rates over such a holding
period. In our opinion, this range of terminal rates would be appropriate for
the subject. Thus, this range of rates is applied to the following year's net
operating income before reserves, capital expenditures, leasing commissions and
alterations as it would be the first received by a new purchaser of the subject
property. Applying a rate of say 9.25 percent for disposition, a current
investor would dispose of the subject property at the end of the investment
holding period for an amount of approximately $76.8 million based on fiscal year
2007 net income of approximately $7.1 million.

     From the projected reversionary value to an investor in the subject
property, we have made a deduction to account for the various transaction costs
associated with the sale of an asset of this type. These costs consist of 3.0
percent of the total disposition price of the subject property as an allowance
for transfer taxes, professional fees, and other miscellaneous expenses
including an allowance for alteration costs that the seller pays at final
closing. Deducting these transaction costs from the computed reversion renders
pre-tax the net proceeds of sale to be received by an investor in the subject
property at the end of the holding period.

     ======================================================================
                            Net Proceeds at Reversion
     ======================================================================
     FY 2007     Gross Sale Price     Less Costs of Sale and
     Net Income  at Disposition    Miscellaneous Expenses a 3% Net Proceeds
     ======================================================================
     $7,102,658    $76,785,492             $2,303,565           $74,481,927
     ======================================================================


Selection of Discount Rate

     The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.



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                                      -109-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     A yield or discount rate differs from an income rate, such as cash-on-cash
(equity dividend rate), in that it takes into consideration all equity benefits,
including the equity reversion at the time of resale and annual cash flow from
the property. The internal rate of return is the single-yield rate that is used
to discount all future equity benefits (cash flow and reversion) into the
initial equity investment. Thus, a current estimate of the subject's present
value may be derived by discounting the projected income stream and reversion
year sale at the property's yield rate.

     Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Winter 1995 survey, investors
in regional malls are currently looking at broad rates of return between 10.0
and 12.00 percent, down slightly from our last two surveys. The indicated low
and high means are 10.72 and 11.33 percent, respectively. Peter F. Korpacz
reports an average internal rate of return of 11.50 percent for the First
Quarter 1996, down 9 basis points from the year ago level.

     The yield rate on a long term real estate investment can also be compared
with yield rates offered by alternative financial investments since real estate
must compete in the open market for capital. In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities. The following is a list of rates offered by other
types of securities.

             =======================================================
               Market Rates and Bond Yields (%)          May, 1996
             =======================================================
                  Reserve Bank Discount Rate                5.00
             -------------------------------------------------------
                 Prime Rate (Monthly Average)               8.25
             -------------------------------------------------------
                    3-Month Treasury Bills                  5.02
             -------------------------------------------------------
                      U.S. 1O-Year Notes                    6.71
             -------------------------------------------------------
                      U.S. 30-Year Bonds                    6.89
             -------------------------------------------------------
                        Telephone Bonds                     8.03
             -------------------------------------------------------
                        Municipal Bonds                     6.08
             =======================================================
              Source:  New York Times
             =======================================================


     This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless level
of investment might be seen in a three month treasury bill at 5.02 percent. A
more risky investment, such as telephone bonds, would currently yield a much
higher rate of 8.03 percent. The prime rate is currently 8.25 percent, while the
discount rate is 5.00 percent. Ten year treasury notes are currently yielding
around 6.71 percent, while 30-year bonds are at 6.89 percent.

     Real estate investment typically requires a higher rate of return (yield)
and is much influenced by the relative health of financial markets. A retail
center investment tends to incorporate a blend of risk and credit based on the
tenant mix, the anchors that are included (or excluded) in the transaction, and
the assumptions of growth incorporated within the cash flow analysis. An
appropriate discount rate selected for a retail center thus attempts to consider
the underlying credit and security of the income stream, and includes an
appropriate premium for liquidity issues relating to the asset.





================================================================================

                                     -110-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     There has historically been a consistent relationship between the spread in
rates of return for real estate and the "safe" rate available through long-term
treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

     Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $300 per square foot
and be attractive investment vehicles in the current market. It is our opinion
that the subject would attract high interest from institutional investors if
offered for sale in the current marketplace. There is not an abundance of
regional mall assets of comparable quality currently available, and many
regional malls have been included within REITs, rather than offered on an
individual property basis. However, we must further temper our analysis due to
the fact that there remains some risk that the inherent assumptions employed in
our model come to full fruition.

     Finally, application of these rate parameters to the subject should entail
some sensitivity to the rate at which leases will be expiring over the
projection period. A complete expiration report is included in the Addenda. We
would also note that much of the risk factored into such an analysis is
reflected in the assumptions employed within the cash flow model, including rent
and sales growth, turnover, reserves, and vacancy provisions.

      ====================================================================
                            Lease Expiration Schedule
      ====================================================================
      Fiscal Year      No. of Leases          GLA (SF)      Cumulative %
      ====================================================================
         1997                 7               15,162            7.1%
      --------------------------------------------------------------------
         1998                14               28,913           20.6%
      --------------------------------------------------------------------
         1999                 7               28,918           34.1%
      --------------------------------------------------------------------
         2000                 3                1,708           34.9%
      --------------------------------------------------------------------
         2001                 3                7,876           38.6%
      --------------------------------------------------------------------
         2002                 2                3,213           40.0%
      --------------------------------------------------------------------
         2003                 7                3,975           42.0%
      --------------------------------------------------------------------
         2004                10               14,182           48.6%
      --------------------------------------------------------------------
         2005                 7               16,670           56.4%
      --------------------------------------------------------------------
         2006                 8               28,920           69.9%
      --------------------------------------------------------------------
         2007                16               37,168           87.3%
      ====================================================================
       * Includes mall shops, kiosks and food court.
      ====================================================================

     From the above, we see that 34.9 percent) of the GLA will expire by 2000.
Over the total projection period, the mall will completely turnover. Overall,
consideration is given to this in our selection of an appropriate risk rate. We
would also note that much of the risk factored into such an analysis is
reflected in the assumptions employed within the cash flow model, including rent
and sales growth, turnover, reserves, and vacancy provisions.




================================================================================

                                     -111-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     We have briefly discussed the investment risks associated with the subject.
On balance, it is our opinion that an investor in the subject property would
require an internal rate of return between 11.75 and 12.25 percent.

Present Value Analysis

     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 8 to 20 years and are sufficient for
the majority of institutional grade real estate such as the subject to meet the
criteria noted above. In the instance of the subject, we have analyzed the cash
flows anticipated over a 10 year period commencing on June 1, 1996. This period
reflects the optimum time to sell over a 8 to 12 year time frame.

     A sale or reversion is deemed to occur at the end of the 10th fiscal year
(May 31, 2006), based upon capitalization of the following year's net operating
income. This is based upon the premise that a purchaser in that year is basing
his buying decision on the following years net income. Therefore, our analysis
reflects this situation by capitalizing the first year of the next holding
period.

     The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash flow
and eventual property reversion has been based on an analysis of anticipated
yield rates of investors dealing in similar investments. The rates reflect
acceptable expectations of yield to be achieved by investors currently in the
marketplace shown in their current investment criteria and as extracted from
comparable property sales.

  ---------------------
  Cash Flow Assumptions
  ---------------------

     Our cash flows forecasted for the mall have been presented. To reiterate,
the formulation of these cash flows incorporate the following general
assumptions in our computer model:

     1.   The pro forma is presented on a fiscal basis commencing on June 1,
          1996. The present value analysis is based on a 10 year holding period
          commencing from that date. This period reflects 10 years of operations
          and follows an adequate time for the property to proceed through an
          orderly lease-up and continue to benefit from any remerchandising. In
          this regard, we have projected that the investment will be sold at
          fiscal year ending May 31, 2006.

     2.   Existing lease terms and conditions remain unmodified until their
          expiration. At expiration, it has been assumed that there is a 70
          percent probability that existing retail tenants will renew their
          lease. Executed and high probability pending leases have been assumed
          to be signed in accordance with negotiated terms as of the date of
          valuation.


================================================================================

                                     -112-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     3.   1996 base date market rental rates for existing tenants have been
          established according to tenant size with consideration given to
          location within the mall, the specific merchandise category, as well
          as the tenants sales history. Lease terms throughout the total complex
          vary but for new in-line mall tenants are generally 5 to 12 years.
          While some have been flat, others have either annual CPI or stipulated
          step-ups over the course of the term. It is assumed that new leases
          are written for an average of 10 years with a rent step of 10 percent
          after year 5. Kiosk leases are written for 5 year terms without a
          percent rent increase.

     4.   Market rents have been established for 1996 based upon an overall
          average of about $21.00 per square foot for in-line mall shop space.
          Subsequently, it is our assumption that market rental rates for mall
          tenants will be 3.0 percent per year after 1996 which is kept flat to
          encourage lease-up of the vacant spaces.

     5.   Most tenants have percentage rental clauses providing for the payment
          of overage rent. We have relied upon average sales data as provided by
          management. In our analysis, we have forecasted that sales will
          increase by 2.0 percent in 1996 over 1995 levels, and 3.0 percent
          throughout the balance of the holding period.

     6.   Expense recoveries are based upon terms specified in the various lease
          contracts. The existing Urban Properties lease structure provides for
          a variety of recoveries methods which we have modified. Our assumed
          standard lease contract for real estate taxes, insurance and common
          area maintenance billings for interior mall tenants is based upon a
          tenants pro rata share with CAM charges carrying an administrative
          surcharge of 15 percent. Pro-rata share is generally calculated on
          leased (occupied) area as opposed to leasable area. Department store
          and major contributions are deducted before pass through to the mall
          shops. Other recoveries for utilities are also reflected.

     7.   Income lost due to vacancy and non-payment of obligations has been
          based upon our turnover probability assumption as well as a global
          provision for credit loss. Upon the expiration of a lease, there is 30
          percent probability that the retail tenant will vacate the suite. At
          this time we have forecasted that rent loss equivalent to 6 months
          rent would be incurred to account for the time associated with
          bringing the space back on-line. In addition, we have forecasted an
          annual global vacancy and credit loss of gross rental income which we
          have stepped-up to a stabilized level of 4.0 percent. This global
          provision is applied to all tenants excepting anchor department and
          major stores.

     8.   Specialty leasing and miscellaneous income consists of several
          categories. Specialty leasing is generated by the mall's successful
          temporary in-line tenant program which fill in during periods of
          downtime between permanent in-line tenants. Miscellaneous income is
          generated by chargebacks for tenant work, forfeited security deposits,
          stroller rentals, telephones, etc. We have grown all miscellaneous
          revenues by 3.0 percent per annum.



================================================================================

                                     -113-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     9.   Operating expenses have been developed from management's budget from
          which we have recast certain expense items. Expenses have also been
          compared to industry standards as well as our general experience in
          appraising regional malls throughout the country. Operating expenses
          are generally forecasted to increase by 3.5 percent per year except
          for management which is based upon 3.0 percent of minimum and
          percentage rent annually. Alteration costs are assumed to escalate at
          our forecasted expense inflation rate.

     10.  A provision for initial capital reserves of approximately $83,603 (FY
          1997) equal to approximately $0.20 per square foot of total owned GLA
          has been reflected. An alteration charge of $10.00 per square foot has
          been utilized for new mall tenants. Renewal tenants have been given an
          allowance of $2.00 per square foot. Leasing commissions reflect a rate
          structure of $4.00 per square foot for new leases and $2.00 per square
          foot for renewal leases. A $400,000 revenue for capital repairs is
          taken in the initial year followed by $200,000 per annum thereafter.

     For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 11.75 to 12.25 percent.
Accordingly, we have discounted the projected future pre-tax cash flows to be
received by an equity investor in the subject property to a present value within
this range of yield rates at 25 basis point intervals on equity capital over the
holding period. This range of rates reflects the risks associated with the
investment. Discounting these cash flows over the range of yield and terminal
rates now being required by participants in the market for this type of real
estate places additional perspective upon our analysis. A valuation matrix for
the subject appears on the facing page.

     Through such a sensitivity analysis, it can be seen that the present value
of the subject property varies from approximately $54.0 to $57.0 million. Giving
consideration to all of the characteristics of the subject previously discussed,
we feel that a prudent investor would require a yield which falls near the
middle of the range outlined above for this property. Accordingly, we believe
that based upon all of the assumptions inherent in our cash flow analysis, an
investor would look toward as IRR around 12.00 percent and a terminal rate
around 9.25 percent as being most representative of the subject's value in the
market.

     In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a prospective market value of
approximately $55.5 million for the subject property as of June 1, 1996. The
indices of investment generated through this indicated value conclusion are
shown on the Following Page.

     We note that the computed equity yield is not necessarily the true rate of
return on equity capital. This analysis has been performed on a pre-tax basis.
The tax benefits created by real estate investment will serve to attract
investors to a pre-tax yield which is not the full measure of the return on
capital.

================================================================================

                                     -114-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Direct Capitalization

     To further support our value conclusion derived via the discounted cash
flow analysis, we have also utilized the direct capitalization method. In direct
capitalization an overall rate is applied to the net operating income of the
subject property. In this case, we will again consider the indicated overall
rates from the comparable sales in the Sales Comparison Approach as well as
those rates established in our Investor Survey. We have demonstrated that more
recently, capitalization rates have ranged from approximately 7.0 to 11.0
percent. The mean was 7.92 percent for 1993 transactions, 8.37 percent for 1994
transactions and 9.14 percent for 1995. These rates are summarized in the
following chart.

     =====================================================================
                          Overall Capitalization Rates
     =====================================================================
                Source                                    Average Rate
     =====================================================================
     Cushman & Wakefield Survey        Low                    7.50
                                       High                   8.10
     ---------------------------------------------------------------------
     Korpacz Survey                                           8.11
     ---------------------------------------------------------------------
     Recent Transactions (1994-1995)                    8.37 - 9.14(mean)
     =====================================================================


     Generally, new construction and centers leased at economic rates tend to
sell for relatively high overall capitalization rates. Conversely, centers that
are older, contain below-market leases, and reflect leasing profiles with good
upside potential tend to sell with lower overall capitalization rates. The
subject is the dominant mall in a trade area that is forecasted to continue to
gain in scope and affluence.

     In view of all of this analysis, we would anticipate that the subject would
trade at an overall rate of approximately 8.50 to 9.00 percent applied to the
first year income. As described earlier, first year (FY 1997) net income is
calculated by PRO-JECT to be $4,853,349. The sensitivity of the subject's net
income is demonstrated as follows:

     =====================================================================
                          Direct Capitalization Method
     =====================================================================
      Capitalization Rates                        Indicated Value ($Mil)
     =====================================================================
             8.50%                                    $57,098,224
     ---------------------------------------------------------------------
             8.75%                                    $55,466,846
     ---------------------------------------------------------------------
             9.00%                                    $53,926,100
     =====================================================================

     From the above, we see a range of approximately $53.9 million to $57.1
million. Giving consideration to all of the above, we would be inclined to
conclude at a value of approximately $55.5 million by direct capitalization, as
of June 1, 1996. This would indicate an overall rate of 8.75 percent and
confirms the results of the discounted cash flow methodology. While failing
towards the middle of the range, we are giving recognition to the property's
future potential. Specifically, it is shown that based on fiscal year 1998 net
income, the implied return increases to 10.0 percent.



================================================================================

                                     -115-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
====================================================================================================================================
DISCOUNTED CASH FLOW ANALYSIS
Dover mall (Dover, Delaware)
Cushman & Wakefield Survey
<CAPTION>
====================================================================================================================================
Year                          New Cash               Discount Factor            Present Value    Composition      Annual Cash
No.         Year                Flow                      12.00%                of Cash Flows     of Yield      on Cash Returns
====================================================================================================================================
<S>         <C>              <C>                        <C>                       <C>              <C>             <C>
1           0                $3,999,783        x        0.8928571        =        $3,571,235        6.44%             7.21%
2           1                $4,904,638        x        0.7971939        =        $3,909,947        7.05%             8.84%
3           2                $5,551,455        x        0.7117802        =        $3,951,416        7.13%            10.00%
4           3                $6,071,064        x        0.6355181        =        $3,858,271        6.96%            10.94%
5           4                $6,129,461        x        0.5674269        =        $3.478,021        6.27%            11.04%
6           5                $6.120,690        x        0.5066311        =        $3,100,932        5.59%            11.03%
7           6                $6,274,625        x        0.4523492        =        $2,838,322        5.12%            11.31%
8           7                $6,120,614        x        0.4038832        =        $2,472,013        4.46%            11.03%
9           8                $6,223,961        x        0.3606100        =        $2,244,423        4.05%            11.21%
10          9                $6,351,274        x        0.3219732        =        $2,044,940        3.69%            11.44%

- ------------------------------------------------------------------------------------------------------------------------------------
Total Present Value of Cash Flows:                                               $31,469,520       56.75%            10.40%
                                                                                                   Total            Average
- ------------------------------------------------------------------------------------------------------------------------------------

Reversion Year               N0I/Income       /      Terminal OAR        =         Reversion
- --------------               ----------              ------------                -----------
11         10                $7,102,658       /              9.25%       =       $76,785,492
                             Less: Cost of Sale              3.00%               ($2,303,565)
                             Less: Tls & Commissions                                      $0
                             -----------------------                             -----------
                             Net Reversion                                       $74,481,927
                             x Discount Factor                                     0.3219732
                             -----------------------                             -----------
                             Total Present Value of Reversion                    $23,981,187       43.25%


Total Present Value of Cash Flows & Reversion:                                   $55,450,707      100.00%

                             ---------------------------------------------------------------
                             ROUNDED VALUE via
                             DISCOUNTED CASH FLOW:                               $55,500,000
                             ---------------------------------------------------------------

                             ===============================================================
                             Owned Net Rentable Area:                                418,013
                             Value Per Square Foot Owned GLA):                       $132.77

                             Owned Mall Shop Area:                                   232,033
                             Value Per Square Foot (Shop GLA):                       $239.19

                             Year One N0I (    12 months):                        $4,853,349
                             Implicit Going-In Capitalization Rate:                     8.74%

                             Compound Annual Growth Rate                                3.32%
                             Concluded Value to Net Reversion Value:

                             Compound Annual Growth Rate
                             Net Cash Flow:                                             5.27%

                             ===============================================================




====================================================================================================================================

</TABLE>

<PAGE>
                                                            Income Approach
================================================================================

Discounted Cash Flow Analysis - Dover Commons

     A discounted cash flow model prepared for Dover Commons is summarized on
the Facing Page. Similar to the mall, we have utilized a ten year holding period
for the investment. The cash flows are presented on a fiscal year basis as of
June 1, 1996.

Potential Gross Revenues

     In the first fiscal year of investment, fiscal year 1997, it is projected
that the Dover Commons will generate approximately $564,576 in gross revenues,
equivalent to $10.86 per square foot of appraised GLA of 51,976 square feet. The
majority of this revenue is generated through minimum rent from the in-line
tenants which is shown to be $486,929, or $9.37 per square foot ($414,824 after
free rent).

Minimum Rental Income

     Minimum rent produced by the Commons is derived from the fifteen in-line
spaces. We have separated the spaces into two categories. Twelve smaller suites
ranging from 800 to 3,226 square feet, and three larger suites ranging from
8,956 to 11,020 square feet. Four spaces are currently vacant totaling 15,520
square feet. One of these spaces is suite 100, formerly leased by Silo, and
totaling 11,020 square feet. Annualized leases in place for 1996 indicate an
average rent for the strip center of $11.71 per square foot. There were four
leases which began in 1995. These leases are summarized as follows.

     Progressive Casual (109) took this 1,297 square foot space in March 1995.
     The four year lease is for $15,564 per year ($12.00 per square foot) and
     remains flat over the term of the lease.

     Al's TV Service (113) signed a lease for 1,400 square feet which commenced
     March 1995. The lease is for five years with an initial rent of $12.50 per
     square foot, increasing to $14.00 over the term of the lease through annual
     step-ups.

     Airwave Technology (129) began leasing this 800 square foot space in May
     1995 for an annual rent of $12.00 per square foot. The lease steps to
     $12.50 in May 1996 and $13.00 in May 1997.

     Rainbow Records (143) began a three year lease for 8,995 square feet in
     June 1995. The annual lease payment is $80,955 ($9.00/SF) and remains flat
     over the term of the lease.

Conclusion Market Rent - Dover Commons

     We have ascribed a market rent of $12.00 per square foot per year for the
twelve smaller spaces. This rate is supported by the leases in place for 1996 as
well as the recent Progressive Travel ($12.00/SF) and Al's TV Service
($12.50/SF) leases. For the three larger spaces a 1996 market rent of $8.00 per
square foot has been estimated. Rainbow Records totals 8,995 square feet and
recently rented for $9.00 per square foot. A slightly lower rate ($8.00/SF) has
been estimated to expedite the leasing of the former Silo space.



================================================================================

                                      -116-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     All leases are for five years. A three percent rent step per annum has been
included with support from recent leasing as well as local brokers and
management.

Concessions

     Free Rent

     Free rent has become a necessary inducement to rent vacant strip center
in-line spaces within the Dover market. Steve O'Mally, a broker with Metro
Commercial and familiar with the local market, said that free rent is typically
given on a per square foot basis and typically ranges between $3.00 and $10.00
per square foot, with $5.00 being the most typical. This estimate was supported
by mall management. We have estimated free rent of $5.00 per square foot for all
new leases.

     Tenant Improvements

     Similar to free rent, tenant improvement allowances have been a necessary
tool to attract new tenants. All space within the center is built-out to some
degree. For this analysis, we have made an allowance of $5.00 per square foot
(1996) for future turnover space where a tenant is projected to leave their
space. The exemption is Suite 100, the former Silo space. Due to the importance
of having a large national or regional tenant occupy this space, we have applied
an allowance of $10.00 per square foot. In regards to renewal tenants, a tenant
improvement allowance of $1.00 per square foot is applied.

Absorption

     We have identified four vacant spaces totaling 15,520 square feet. This is
equivalent to approximately 29 percent of the center. However, the majority of
this space is within Suite 100 which totals 11,020 square feet. It is estimated
that the current vacant space will be absorbed over a ten month period through
April 1997. This is equivalent to one space every three months, beginning in
July 1996.

     The chart below details our absorption schedule:

     ======================================================================
                          Lease-Up Absorption Schedule
     ======================================================================
                                                                Projected
     Suite No. Size (SF)  Description     Rent/SF  Annual Rent  Lease Date
     ======================================================================
       100      11,020    Large Retail    $88,160    $ 8.00      Jan 1997
     ----------------------------------------------------------------------
       101       1,640    In-Line Space   $19,680    $12.00      Jul 1996
     ----------------------------------------------------------------------
       103       1,600    In-Line Space   $19,200    $12.00      Oct 1996
     ----------------------------------------------------------------------
       111       1,260    In-Line Space   $15,120    $12.00      Apr 1997
     ======================================================================


     We have assumed that the spaces will all lease at 1996 base date market
rent estimates as previously referenced. We have assumed a five year average
lease term with a 3 percent annual step in rent.


================================================================================

                                      -117-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Rent Growth Rates

     We have reflected the following stabilized growth rate forecast.

                 ==============================================
                        Market Rent Growth Rate Forecast
                 ==============================================
                    Period                 Annual Growth Rate
                 ==============================================
                    1996                        +0.00%
                 ----------------------------------------------
                    1997-2005                   +3.00%
                 ==============================================
                  * Indicated growth rate over the previous
                    year's rent
                 ==============================================

Releasing Assumption

     The typical lease term for new retail tenants at Dover Commons generally
ranges from three to seven years. Market practice dictates that it is not
uncommon to get rent bumps throughout the lease terms either in the form of
fixed dollar amounts or a percentage increase based upon changes in some index,
usually the consumer price index (CPI). For new leases at a strip center, five
year terms are most typical, with annual steps in rent.

     Upon lease expiration, it is our best estimate that there is a 70 percent
probability that an existing tenant will renew their lease while the remaining
30 percent will vacate their space at this time. Our global market assumption
for retail tenants at Dover Commons may be summarized in the following chart.

  ============================================================================
                               Renewal Assumptions
  ============================================================================
                                                         Tenant       Lease
  Tenant Type      Lease Term  Rent Steps  Free Rent  Alterations  Commissions
  ============================================================================
  Commons In-Line  5 yrs.      3% Annually    Yes         Yes          Yes
  ============================================================================

Conclusion - Minimum Rent

     In the initial year of the investment (FY 1997), it is projected that the
subject will produce approximately $486,929 in minimum rental income. This
estimate of base rental income is equivalent to $9.37 per square foot of total
owned GLA. Over the holding period (FY 1997-2006), minimum rent advances at an
average compound rate of 6.15 percent. This increase is a synthesis of the
centers lease-up and fixed rental increases as well as market rents from
rollover or turnover space. Deducting free rent results in an initial year
minimum rent of $414,824.

Overage Rent

     To the best of our knowledge, no tenant at Dover Commons pays a percentage
rent. Overage rent is not projected over the holding period.

Expense Reimbursement

     By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real estate
taxes and common area maintenance charges.



================================================================================

                                      -118-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Common Area Maintenance

     Common area maintenance recoveries are based on the tenants' pro-rata share
of the expense. Typically a 15 percent fee is added to common area costs to
cover administrative expenses. CAM recovery is generally based on a tenants'
pro-rata share based on occupied area.

     Provided below is a summary of our assumed standard clause for a new tenant
at the mall.

         ===============================================================
                  Common Area Maintenance Recovery Calculation
         ===============================================================
          CAM Expense              Actual hard cost for year
         ---------------------------------------------------------------
              Add                   15% Administrative Fee
         ---------------------------------------------------------------
            Equals          Net pro-ratable CAM billable to center
                             tenants on the basis of gross leasable
                                     occupied area (GLA).
         ===============================================================

Real Estate Taxes

     In addition to CAM charges, tenants also make contributions to real estate
taxes. The centers standard is for tenants to pay their pro-rata share based
upon the average occupied area during the year. This is also the formula we have
utilized within our model.

Total Recoveries

     CAM and real estate tax recoveries are estimated at $77,647 for fiscal year
1997. This is equivalent to $1.49 per square foot of GLA.

Allowance for Vacancy and Credit Loss

     Due to the shorter lease terms and typically more locally oriented tenants,
vacancy within Dover Commons can be expected to be somewhat higher than the
mall. We have reflected a 5 percent stabilized contingency for both stabilized
and unforeseen vacancy and credit loss.

     We have phased-in the 5.0 percent factor as the center leases-up based upon
the following schedule:

                      ====================================
                       1996                          2.5%
                      ------------------------------------
                       1997                          3.5%
                      ------------------------------------
                       Thereafter                    5.0%
                      ====================================

     In this analysis, we have also forecasted that there is a 70 percent
profitability that an existing tenant will renew their lease. Upon turnover, we
have forecasted that rent loss equivalent to six months would be incurred to
account for the time and/or costs associated with bringing the space back
on-line. This minimum rent has been reduced by this forecasted probability.



================================================================================

                                      -119-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Effective Gross Income

     In the initial year of the investment, fiscal year 1997, effective gross
income "Total Income" line on cash flow) are forecasted to amount to
approximately $478,064, equivalent to $9.20 per square foot of GLA.

Expenses

     Total expenses incurred in the production of income are divided into two
categories: reimbursable and non-reimbursable items. The major expenses which
are reimbursable include real estate taxes and common area maintenance. The
non-reimbursable expenses associated with Dover Commons include certain general
and administrative expenses, utility expenses, water and sewer expenses,
management charges, and miscellaneous expenses. Other expenses include a reserve
for replacement of short-lived capital items, alteration costs associated with
bringing space up to occupancy standards, and leasing commissions.

     We have reviewed the subject's component operating history as well as the
1996 budget to estimate these expenses. This information can be found in the
Addenda.

Expense Growth Rates

     A full discussion of expense growth rates was previously presented. Unless
otherwise cited, expenses are forecasted to grow by 3.5 percent per annual over
the holding period.

Reimbursable Operating Expenses

     We have analyzed each item of expense individually and attempted to project
what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. Please note
that the expenses are adjusted to a fiscal year basis.

     Common Area Maintenance - CAM expenses include the annual cost of building
     maintenance, recoverable labor and benefits, -security, insurance,
     landscaping, snow removal, cleaning and janitorial, exterminating,
     supplies, trash removal, exterior lighting, common area energy, gas and
     fuel, equipment rental, interest and depreciation, and other miscellaneous
     charges. The 1996 CAM budget is shown to be $50,755. In 1995 the actual
     expense was $51,604. We have used $50,000 in our analysis.

     Real Estate Taxes - The projected taxes to be incurred in calendar year
     1996 are equal to $32,236. For our analysis this figure is rounded to
     $32,500, equal to $32,974 in fiscal year 1997.

Non-Reimbursable Expenses

     General and Administrative - Expenses related to the administrative aspects
     of the strip center include costs particular to the center, including
     salaries for leasing personnel, travel and entertainment, and dues and
     subscriptions. In calendar year 1996, we reflect general and administrative
     expenses of $2,800.




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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Utility Expenses - Utility expenses include charges not passed-through CAM.
     In 1996 Urban Properties budgets this expense at $6,779. In calendar year
     1996 we reflect a utility expense of $7,000.

     Water and Sewer - Water and sewer charges are budgeted at $905 for calendar
     year 1996, which we have rounded to $1,000.

     Management - The annual cost of managing the subject property is projected
     to be 3.0 percent of minimum and percentage rent. In the initial full year
     of our analysis, this amount is shown to be $20,741.

     Alterations - The principal component of this expense is ownership's
     estimated cost to prepare a vacant suite for tenant use. For currently
     vacant in-line space, we have applied an allowance of $5.00 per square foot
     as an inducement to expedite lease-up. The exception to this is the former
     Silo space (Suite 100) to which an allowance of $10.00 per square foot has
     been applied. An allowance of $1.00 per square foot has been given for
     renewal leases. The overall weighted average results in a tenant allowance
     of $8.00 per square foot. These costs are forecasted to increase at our
     implied expense growth rate.

     Leasing Commissions - Many owners now charge leasing commissions
     internally. A typical structure is either a flat amount per square foot or
     a percentage of the rent payment. We have chosen a rate of $3.50 per square
     foot for new tenants to the mall and $1.50 for renewal leases. This
     structure implies a payout up front at the start of a lease. We have
     elected to model this formula as it is within the range of charges we have
     seen for these services. The cost is weighted by our 70/30 percent
     renewal/turnover probability. Thus, upon lease expiration, a leasing
     commission charge of $2.10 per square foot would be incurred. This expense
     has been escalated over the analysis period at $.50 per square foot every
     five years for new leases and $.25 per square foot every five years for
     renewal leases.

     Replacement Reserves - It is customary and prudent to set aside an amount
     annually for the replacement of short-lived capital items such as the roof,
     parking lot, and certain mechanical items. We feel that over a holding
     period, some repairs or replacements will be needed that will not be passed
     on to the tenants. Due to the inclusion of many of the capital items in the
     maintenance expense category, the reserves for replacement classification
     need not be sizeable. This becomes a more focused issue when the CAM
     expense starts to get out of reach and tenants begin to complain. For
     purposes of this report, we have estimated an expense of approximately
     $0.20 per square foot of owned GLA during the first year (roughly $10,000),
     thereafter increasing by 3.5 percent per year throughout our cash flow
     analysis.

     Miscellaneous - Over the holding period, an owner will likely encounter
     unforeseen non-recoverable capital expenditures. The initial provision of
     $1,000 per annum should be sufficient for these items.



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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Net Income/Net Cash Flow

     The total expenses of the subject property including alterations,
commissions, and reserves are annually deducted from total income, thereby
leaving a residual net operating income or net cash flow to the investors in
each year of the holding period before debt service. In the initial full year of
investment, the net cash flow (before debt service) which the subject property
is projected to generate is $146,651.

                        Operating Summary - Dover Commons
                  Initial Full Fiscal Year of Investment - 1997
     ======================================================================
                              Aggregate Sum    Unit Rate*   Operating Ratio
     ======================================================================
     Effective Gross Income     $478,064         $9.20          100.0%
     ----------------------------------------------------------------------
     Operating Expenses         $116,417         $2.24           24.4%
     ----------------------------------------------------------------------
     Net Income                 $361,647         $6.96           75.6%
     ----------------------------------------------------------------------
     Other Expenses             $214,996         $4.14           45.0%
     ----------------------------------------------------------------------
     Cash Flow                  $146,651         $2.82           30.5%
     ======================================================================
     *  Based on total owned GLA of 51,976 square feet
     ======================================================================


  ---------------------
  Investment Parameters
  ---------------------

     A full discussion of investment parameters was previously presented. In
order to determine the appropriate capitalization rates and discount rate for
Dover Commons, a comparison of the strip center retail market and regional mall
market can be made. The chart below summarizes average trends in rates for the
national strip shopping center market as reported by Peter F. Korpacz.

================================================================================
                      NATIONAL STRIP SHOPPING CENTER MARKET
                               FIRST QUARTER 1996
================================================================================
    KEY INDICATORS                 CURRENT           LAST
Free & Clear Equity IRR            QUARTER          QUARTER         YEAR AGO
================================================================================
RANGE                            10.00%-14.00%   10.00%-14.00%   10.00%-14.00%
AVERAGE                             11.70%           11.72%          11.80%
- --------------------------------------------------------------------------------
CHANGE (Basis Points)                 -                -2              -10
- --------------------------------------------------------------------------------
Free & Clear Going-In Cap Rate
- --------------------------------------------------------------------------------
RANGE                            8.25%-13.00%     8.25%-12.50%    8.50%-12.50%
AVERAGE                             9.87%            9.74%             9.91%
- --------------------------------------------------------------------------------
CHANGE (Basis Points)                 -               +13               -4
- --------------------------------------------------------------------------------
Residual Cap Rate
- --------------------------------------------------------------------------------
RANGE                            8.25%-13.50%     8.25%-13.50%    8.50%-12.00%
AVERAGE                            10.10%            9.98%             8.38%
- --------------------------------------------------------------------------------
CHANGE (Basis Points)                +12              +21               +21
================================================================================
Source: Peter Korpacz Associates, Inc. - Real Estate Investor Survey First
        Quarter - 1996
================================================================================



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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     The First Quarter 1996 Peter Korpacz survey finds that average cap rates
have been increasing and the average IRR has been decreasing over the past year.
The average IRR has decreased by 1 basis points to 11.70 percent from one year
ago. The quarter's average initial free and clear equity cap rate rose 13 basis
points to 9.87 percent from the previous quarter, while the residual cap rate
increased 12 basis points to 10.10 percent.

     A compassion of rates can be made between regional malls and strip centers.
The following chart compares rates of national regional malls and strip retail
centers.

     ======================================================================
                               FIRST QUARTER 1996
     ======================================================================
              Key                        Regional    Strip       Overall
          Indicators                       Mall      Center     Difference
     ======================================================================
     Free & Clear Equity IRR              11.50%     11.70%       + .20
     ----------------------------------------------------------------------
     Free & Clear Going-in Cap Rate        8.11%      9.87%       +1.76
     ----------------------------------------------------------------------
     Residual Cap Rate                     8.56%     10.10%       +1.54
     ======================================================================
     Source: Peter Korpacz Associates, Inc.
     ======================================================================


     Since the rates for the Dover Mall have already been chosen, this
information can be useful in deciphering rates which would be appropriate for
Dover Commons.

     Initial Capitalization Rate

     Dover Commons is a good quality strip center with a high exposure location
within Dover. It has one solid anchor and will benefit when the other anchor
space is filled. The center benefits from its location adjacent to, as well as
its association with, the Dover Mall.

     On balance, a property with the characteristics of the subject would
potentially trade at an overall rate between and 9.75 and 10.25 percent based on
first year income if operating on a stabilized operating income basis.

     Terminal Capitalization Rate

     The residual cash flows generated annually by the subject property comprise
only the first part of the return which an investor will receive. The second
component of this investment return is the pre-tax cash proceeds from the resale
of the property at the end of a projected investment holding period. Typically,
investors will structure a provision in their analyses in the form of a rate
differential over a going-in capitalization rate in projecting a future
disposition price. The view is that the improvement is then older and the future
is harder to visualize hence a slightly higher rate is warranted for added risks
in forecasting. On average, our rate survey shows a 23 basis point differential.



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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
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                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     Therefore, to the range of stabilized overall capitalization rates, we have
added 25 basis points to arrive at a projected terminal capitalization rate
ranging from 10.25 to 10.75 percent. This provision is made for the risk of
lease-up and maintaining a certain level of occupancy in the center, its level
of revenue collection, the prospects of future competition, as well as the
uncertainty of maintaining the forecasted growth rates over such a holding
period. In our opinion, this range of terminal rates would be appropriate for
the subject. Thus, this range of rates is applied to the following year's net
operating income before reserves, capital expenditures, leasing commissions and
alterations as it would be the first received by a new purchaser of the subject
property. Applying a rate of say 10.50 percent for disposition, a current
investor would dispose of the subject property at the end of the investment
holding period for an amount of approximately $5.54 million based on fiscal year
2007 net income of approximately $581,186. The terminal cap rate is
approximately 125 basis points higher than the rate applied to the Dover mall.
This figure is in line with national averages which show a difference of
approximately 154 basis points.

     From the projected reversionary value to an investor in the subject
property, we have made a deduction to account for the various transaction costs
associated with the sale of an asset of this type. These costs consist of 3.0
percent of the total disposition price of the subject property as an allowance
for transfer taxes, professional fees, and other miscellaneous expenses
including an allowance for alteration costs that the seller pays at final
closing. Deducting these transaction costs from the computed reversion renders
pre-tax the net proceeds of sale to be received by an investor in the subject
property at the end of the holding period.

     ======================================================================
                    Net Proceeds at Reversion - Dover Commons
     ======================================================================
      FY 2007    Gross Sale Price    Less Costs of Sale and
     Net Income  at Disposition    Miscellaneous Expenses @3%  Net Proceeds
     ======================================================================
      $581,186      $5,535,105              $166,053            $5,369,052
     ======================================================================

Selection of Discount Rate

     The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

     Please refer to the previous discussion with respect to Dover Mall for a
full discussion of market discount rates. On balance, it is our opinion that an
investor in the subject property would require an internal rate of return
between 12.00 and 12.50 percent. These rates range approximately 25 basis points
from the range estimated for Dover Mall.





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                                      -124-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

Present Value Analysis

     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 8 to 20 years and are sufficient for
the majority of institutional grade real estate such as the subject to meet the
criteria noted above. In the instance of the subject, we have analyzed the cash
flows anticipated over a 10 year period commencing on June 1, 1996. This period
reflects the optimum time to sell over a 8 to 12 year time frame.

     A sale or reversion is deemed to occur at the end of the 10th fiscal year
(May 31, 2006), based upon capitalization of the following years net operating
income. This is based upon the premise that a purchaser in that year is basing
his buying decision on the following year's net income. Therefore, our analysis
reflects this situation by capitalizing the first year of the next holding
period.

     The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash flow
and eventual property reversion has been based on an analysis of anticipated
yield rates of investors dealing in similar investments. The rates reflect
acceptable expectations of yield to be achieved by investors currently in the
marketplace shown in their current investment criteria and as extracted from
comparable property sales.

  ---------------------
  Cash Flow Assumptions
  ---------------------

     Our cash flows forecasted for the mall have been presented. To reiterate,
the formulation of these cash flows incorporate the following general
assumptions in our computer model:

     1.   The pro forma is presented on a fiscal basis commencing on June 1,
          1996. The present value analysis is based on a 10 year holding period
          commencing from that date. This period reflects 10 years of operations
          and follows an adequate time for the property to proceed through an
          orderly lease-up and continue to benefit from any remerchandising. In
          this regard, we have projected that the investment will be sold at
          fiscal year ending May 31, 2006.

     2.   Existing lease terms and conditions remain unmodified until their
          expiration. At expiration, it has been assumed that there is a 70
          percent probability that existing retail tenants will renew their
          lease. Executed and high probability pending leases have been assumed
          to be signed in accordance with negotiated terms as of the date of
          valuation.

     3.   1996 base date market rental rates for existing tenants have been
          established according to tenant size. Lease terms throughout the total
          complex vary but for new in-line mall tenants are generally 10 years.
          While some have been flat, the majority have either annual CPI or
          stipulated step-ups over the course of the term. It is assumed that
          new leases are written for an average of 5 years with an annual rent
          increase of 3.0 percent.






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                                      -125-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     4.   Market rents have been established for 1996 based upon an overall
          average of about $12.00 per square foot for smaller in-line space, and
          $8.00 per square foot for the two anchor spaces. Subsequently, it is
          our assumption that market rental rates for mall tenants will grow by
          3.0 percent per year after 1996 which is kept flat to encourage
          lease-up of the vacant spaces.

     5.   Tenants at Dover Commons do not report sales nor do they pay
          percentage rent.

     6.   Expense recoveries are based upon terms specified in the various lease
          contracts. The existing Urban Properties lease structure provides for
          a variety of recoveries methods which we have modified. Our assumed
          standard lease contract for real estate taxes, insurance and common
          area maintenance billings for interior mall tenants is based upon a
          tenants pro rata share with CAM charges carrying an administrative
          surcharge of 15 percent. Pro-rata share is generally calculated on
          leased (occupied) area as opposed to leasable area.

     7.   Income lost due to vacancy and non-payment of obligations has been
          based upon our turnover probability assumption as well as a global
          provision for credit loss. Upon the expiration of a lease, there is 30
          percent probability that the retail tenant will vacate the suite. At
          this time we have forecasted that rent loss equivalent to 6 months
          rent would be incurred to account for the time associated with
          bringing the space back on-line. In addition, we have forecasted an
          annual global vacancy and credit loss of gross rental income which we
          have stepped-up to a stabilized level of 5.0 percent. This global
          provision is applied to all tenants excepting anchor department and
          major stores.

     8.   Operating expenses have been developed from management's budget from
          which we have recast certain expense items. Expenses have also been
          compared to industry standards as well as our general experience in
          appraising regional malls throughout the country. Operating expenses
          are generally forecasted to increase by 3.5 percent per year except
          for management which is based upon 3.0 percent of minimum and
          percentage rent annually. Taxes are also forecasted to grow in
          accordance with a predetermined rate schedule. Alteration costs are
          assumed to escalate at our forecasted expense inflation rate.

     9.   A provision for initial capital reserves of approximately $10,395 (FY
          1997) equal to approximately $0.20 per square foot of total owned GLA
          has been reflected. An alteration charge of $5.00 per square foot has
          been utilized for new in-line tenants with the exception of the former
          Silo space which has been allocated an alteration charge of $10.00 per
          square foot to expedite leasing. Renewal tenants have been given an
          allowance of $1.00 per square foot. Leasing commissions reflect a rate
          structure of $3.50 per square foot for new leases and $1.50 per square
          foot for renewal leases.





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                                      -126-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                            Income Approach
================================================================================

     For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 12.00 to 12.50 percent.
Accordingly, we have discounted the projected future pre-tax cash flows to be
received by an equity investor in the subject property to a present value within
this range of yield rates at 25 basis point intervals on equity capital over the
holding period. This range of rates reflects the risks associated with the
investment. Discounting these cash flows over the range of yield and terminal
rates now being required by participants in the market for this type of real
estate places additional perspective upon our analysis. A valuation matrix for
the subject appears on the facing page.

     Through such a sensitivity analysis, it can be seen that the present value
of the subject property varies from approximately $3,794,000 to $4,001,000.
Giving consideration to all of the characteristics of the subject previously
discussed, we feel that a prudent investor would require a yield which falls
near the middle of the range outlined above for this property. Accordingly, we
believe that based upon all of the assumptions inherent in our cash flow
analysis, an investor would look toward as IRR around 12.25 percent and a
terminal rate around 10.50 percent as being most representative of the subject's
value in the market.

     In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a prospective market value of
approximately $3,900,000 for the subject property as of June 1, 1996. The
indices of investment generated through this indicated value conclusion are
shown on the Following Page.







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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
====================================================================================================================================
DISCOUNTED CASH FLOW ANALYSIS
Dover Commons (Dover, Delaware)
Cushman & Wakefield Inc.
====================================================================================================================================
<CAPTION>
====================================================================================================================================
Year                          New Cash               Discount Factor            Present Value    Composition      Annual Cash
No.         Year                Flow                      12.25%                of Cash Flows     of Yield      on Cash Returns
====================================================================================================================================
<S>         <C>              <C>                        <C>                       <C>              <C>              <C>
1          1997                $146,651        x        0.8908686        =          $130,647        3.35%             3.76%
2          1998                $438,698        x        0.7936469        =          $348,171        8.94%            11.25%
3          1999                $299,050        x        0.7070351        =          $211,439        5.43%             7.67%
4          2000                $455,740        x        0.6298753        =          $287,059        7.37%            11.69%
5          2001                $546,654        x        0.5611362        =          $306,747        7.88%            14.02%
6          2002                $383,527        x        0.4998986        =          $191,725        4.92%             9.83%
7          2003                $476,524        x        0.4453439        =          $212,217        5.45%            12.22%
8          2004                $430,758        x        0.3967429        =          $170,900        4.39%            11.05%
9          2005                $430,564        x        0.3534458        =          $152,181        3.91%            11.04%
10         2006                $613,263        x        0.3148738        =          $193,100        4.96%            15.72%

Total Present Value of Cash Flows:                                                $2,204,187       56.59%            10.82%
                                                                                                   Total           Average

Reversion  Year              N0I/Income       /      Terminal OAR        =         Reversion
- ---------  ----              ----------              ------------                -----------
11         2007              $581,186         /             10.50%                $5,535,105
                             Less: Cost of Sale              3.00%                 ($166,053)
                             Less: Tls & Commissions                                       0
                             -----------------------                             -----------
                             Net Reversion                                        $5,369,052
                             x Discount Factor                                     0.3148738
                             -----------------------                             -----------
                             Total Present Value of Reversion                     $1,690,574       43.41%

Total Present Value of Cash Flows & Reversion:                                    $3,894,761      100.00%

                             ---------------------------------------------------------------
                             ROUNDED VALUE via
                             DISCOUNTED CASH FLOW:                                $3,900,000
                             ---------------------------------------------------------------

                             ===============================================================
                             Owned Net Rentable Area:                                418,013
                             Value Per Square Foot (Owned GLA):                        $9.33

                             Owned mall Shop Area:                                   232,033
                             Value Per Square Foot (Shop GLA):                        $16.81

                             Year One NOI  (   12 months):                        $4,853,349
                             Implicit Going-In Capitalization Rate:                   124.44%

                             Compound Annual Growth Rate
                             Concluded Value to Net Reversion Value:                    3.62%

                             Compound Annual Growth Rate
                             Net Cash Flow:                                            17.23%
                             ===============================================================






====================================================================================================================================

</TABLE>

<PAGE>

                                       RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     Application of the Sales Comparison and Income Approaches used in the
valuation of both the Dover Mail and Commons produced results which fall within
a reasonably acceptable range for each property. Restated, these are:


     =====================================================================
                                   DOVER MALL
     =====================================================================
             Methodology                       Market Value Conclusion
     =====================================================================
     Sales Comparison Approach               $54,000,000 - $56,000,000
     Income Approach
           Discounted Cash Flow                            $55,500,000
           Direct Capitalization                           $55,500,000
     =====================================================================
                                  DOVER COMMONS
     =====================================================================
             Methodology                       Market Value Conclusion
     =====================================================================
     Sales Comparison Approach                              $4,160,000
     Income Approach
           Discounted Cash Flow                             $3,900,000
           Direct Capitalization                                    --
     =====================================================================

     This is considered a narrow ranges in possible values given the magnitude
of the value estimates. Both approaches are well supported by data extracted
from the market. There are, however, strengths and weaknesses in each of these
two approaches which require reconciliation before a final conclusion of value
can be rendered.

Sales Comparison Approach

     The Sales Comparison Approach arrived at a value indicted for the Dover
Mall by analyzing historical arms-length transaction, reducing the gathered
information to common units of comparison, adjusting the sale data for
differences with the subject and interpreting the results to yield a meaningful
value conclusion. The basis of these conclusions was the cash-on-cash return
based on net income and the adjusted price per square foot of gross leasable and
net rentable area sold. An analysis of the subject on the basis of its implicit
sales multiple was also utilized.

     The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative process.
The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property. In
light of the above, the writers are of the opinion that this methodology is best
suited as support for the conclusions of the Income Approach. It does provide
useful market extracted rates of return such as overall rates to simulate
investor behavior in the Income Approach.



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                                     -128-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                       Reconciliation and Final Value Estimate
================================================================================

     Five sales were extracted from the market and compared with Dover Commons.
Each sale was analyzed based on its physical appearance and locational qualities
compared with the subject as well as it's income producing capabilities. After
determining the most comparable sale, a value was concluded based on a price per
square foot. The weakness of this approach for the Commons is the lack of
comparable sales within close proximity of the subject and the subjective
adjustments which were required to compare the sales with the subject. In our
final analysis, the Sales Comparison Approach for Dover Commons is given
supportive weight.

Income Approach

     Discounted Cash Flow Analysis

     Both the Dover Mall and Commons are suited to analysis by the discounted
cash flow method as they will be bought and sold in investment circles. The
focus on property value in relation to anticipated income is well founded since
the basis for investment is profit in the form of return or yield on invested
capital. Both properties, as investment vehicles, are sensitive to changes in
the economic climate and the economic expectations of investors. The discounted
cash flow analysis may easily reflect changes in the economic climate of
investor expectations by adjusting the variables used to qualify the model. In
the case of the subject properties, the Income Approach can analyze existing
leases, the probabilities of future rollovers and turnovers and reflect the
expectations of overage rents. Essentially, the Income Approach can model many
of the dynamics of a complex property. The writers have considered the results
of the discounted cash flow analysis because of the applicability of this method
in accounting for the particular characteristics of the property, as well as
being the tool used by many purchasers.

Capitalization

     Direct capitalization has its basis in capitalization theory and uses the
premise that the relationship between income and sales price may be expressed as
a rate or its reciprocal, a multiplier. This process selects rates derived from
the marketplace, in much the same fashion as the Sales Comparison Approach, and
applies this to a projected net operating income to derive a sale price. The
weakness here is the idea of using one year of cash flow as the basis for
calculating a sale price. This is simplistic in its view of expectations and may
sometimes be misleading. If the year chosen for the analysis of the sale price
contains an income stream that is over or understated, this error is compounded
by the capitalization process. For this reason, Direct Capitalization has not
been used in this analysis because the subject property is operating below
stabilized performance.

Conclusions

     We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales Comparison
Approach, it has been used as supporting evidence and as a final check on the
value conclusion indicated by the Income Approach methodology. The value
exhibited by the Income Approach is consistent with the leasing profile of the
property. Overall, it indicates complimentary results with the Sales Comparison
Approach, the conclusions being supportive of each method employed, and neither
range being extremely high or low in terms of the other.


================================================================================

                                      -129-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                     Reconciliation and Final Value Estimate
================================================================================
     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the Dover Mail, subject to the assumptions,
limiting conditions, certifications, and definitions, as of April 17, 1996, was:

                FIFTY FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $55,500,000

     In our opinion, the market value of the leased fee estate in the Dover
Commons, subject to the assumptions, limiting conditions, certifications, and
definitions, as of April 17, 1996, was:

                              FOUR MILLION DOLLARS
                                   $4,000,000














================================================================================

                                     -130-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                           ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.





================================================================================

                                      -131-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                           Assumptions and Limiting Conditions
================================================================================

6.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

7.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

8.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

9.   Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

10.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.




================================================================================

                                      -132-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                    CERTIFICATION OF APPRAISAL
================================================================================

     We certify that, to the best of our knowledge and belief:

1.   Richard W. Latella, MAI and Brian J. Booth inspected the property. Patrick
     T. Craig, MAI did not inspect the property but has contributed to the
     analysis contained herein.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Richard W. Latella and Patrick T. Craig have
     completed the requirements of the continuing education program of the
     Appraisal Institute.



/s/ Brian J. Booth
Brian J. Booth                                    Patrick T. Craig, MAI
Valuation Advisory  Services                      Associate Director
                                                  Valuation Advisory Services



/s/ Richard W. Latella
Richard W. Latella,  MAI
Senior Director
Retail Valuation Group
State of Delaware Temporary Certified
General Real Estate Appraiser No. V50000031




================================================================================

                                     -133-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                       ADDENDA
================================================================================




                         NATIONAL RETAIL MARKET OVERVIEW

                  OPERATING EXPENSE BUDGET AND RENT ROLL (1996)

                           TENANT SALES REPORT (1995)

                          PROJECT LEASE ABSTRACT REPORT

                       PROJECT PROLOGUE ASSUMPTIONS REPORT

                         PROJECT TENANT REGISTER REPORT

                         PROJECT LEASE EXPIRATION REPORT

             ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA

                       CUSHMAN & WAKEFIELD INVESTOR SURVEY

                           APPRAISERS' QUALIFICATIONS

                               PARTIAL CLIENT LIST







================================================================================


                                      -134-
<PAGE>


                            CUSHMAN & WAKEFIELD, INC.
                            NATIONAL RETAIL OVERVIEW




                             Retail Valuation Group
                             Richard W. Latella, MAI
                                 Senior Director

<PAGE>
                                               NATIONAL RETAIL MARKET OVERVIEW
================================================================================

Introduction

     Shopping centers constitute the major form of retail activity in the United
States today. Approximately 55 percent of all non-automotive retail sales occur
in shopping centers. It is estimated that consumer spending accounts for about
two-thirds of all economic activity in the United States. As such, retail sales
patterns have become an important indicator of the country's economic health.

     During the period 1980 through 1995, total retail sales in the United
States increased at a compound annual rate of 6.16 percent. Data for the period
1990 through 1995 shows that sales growth has slowed to an annual average of
4.93 percent. This information is summarized on the following chart. The
Commerce Department reports that total retail sales fell three-tenths of a
percent in January 1996.

    ======================================================================
                           Total U.S. Retail Sales(1)
    ======================================================================
             Year              Amount (Billions)       Annual Change
    ======================================================================
             1980                  $  957,400                N/A
    ----------------------------------------------------------------------
             1985                  $1,375,027                N/A
    ----------------------------------------------------------------------
             1990                  $1,844,611                N/A
    ----------------------------------------------------------------------
             1991                  $1,855,937                .61%
    ----------------------------------------------------------------------
             1992                  $1,951,589               5.15%
    ----------------------------------------------------------------------
             1993                  $2,074,499               6.30%
    ----------------------------------------------------------------------
             1994                  $2,236,966               7.83%
    ----------------------------------------------------------------------
             1995                  $2,346,577               4.90%
    ----------------------------------------------------------------------
    Compound Annual Growth Rate
              1980-1995                                    +6.16%
          CAGR: 1990 - 1995                                +4.93%
    ======================================================================
    (1) 1985 - 1995 data reflects recent revisions by the U.S. Department
        of Commerce, Combined Annual and Revised Monthly Retail Trade.
    ======================================================================
    Source: Monthly Retail Trade Reports Business Division, Current
            Business Reports, Bureau of the Census, U.S. Department
            of Commerce.
    ======================================================================


     The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped recent
consumer spending patterns.

Personal Income and Consumer Spending

     Americans' personal income advanced by six-tenths of a percent in December,
which helped raise income for all of 1995 by 6.1 percent, the highest gain since
6.7 percent in 1990. This growth far outpaced the 2.5 percent in 1994 and 4.7
percent in 1993. Reports for February 1996 however, reported that income grew at
an annual rate of eight-tenths of a percent, the biggest gain in thirteen
months, and substantially above January's anemic growth rate of one-tenth of a
percent.


================================================================================

                                      -1-

<PAGE>
                                               National Retail Market Overview
================================================================================

     Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 4.8 percent
in 1995, slightly off of the 5.5 percent rise in 1994 and 5.8 percent in 1993.
These increases followed a significant lowering on unemployment and bolstered
consumer confidence. The Commerce Department reported that spending rose at a
1.1 percent annual pace, the largest gain in two years, in February 1996, led by
a sharp increase in automobile sales.

Unemployment Trends

     The Clinton Administration touts that its economic policy has dramatically
increased the number of citizens who have jobs. Correspondingly, the nation's
unemployment rate continues to decrease from its recent peak in 1992. Selected
statistics released by the Bureau of Labor Statistics are summarized as follows:

                         Selected Employment Statistics
     ========================================================================
             Civilian Labor Force                 Employed
     ===========================================================
                 Total Workers            Total Workers          Unemployment
       Year(1)      (000)       % Change     (000)       % Change    Rate
     ========================================================================
       1990        124,787          .7      117,914         .5        5.5
     ------------------------------------------------------------------------
       1991        125,303          .4      116,877        -.9        6.7
     ------------------------------------------------------------------------
       1992        126,982         1.3      117,598         .6        7.4
     ------------------------------------------------------------------------
       1993        128,040          .8      119,306        1.5        6.8
     ------------------------------------------------------------------------
       1994        131,056         2.4      123,060        3.1        6.1
     ------------------------------------------------------------------------
       1995        132,337         .98      124,926        1.5        5.6
     ------------------------------------------------------------------------
       CAGR                       1.18                     1.16
     1990-1995
     ========================================================================
     (1) Year ending December 31
     ========================================================================
     Source: Bureau of Labor Statistics U.S. Department of Labor
     ========================================================================

     During 1995, the labor force increased by 1,281,000 or approximately 1.0
percent. Correspondingly, the level of employment increased by 1,866,000 or 1.5
percent. As such, the year end unemployment rate dropped by five-tenths of a
percent to 5.6 percent. For 1995, monthly job growth averaged 144,000. On
balance, over 8.0 million jobs have been created since the recovery began.
Evidence of continued strengthening continues into 1996 with first quarter job
growth averaging 206,000. At the end of March 1996 the nation's unemployment
rate stood at 5.6 percent.

Housing Trends

     Housing starts were down in 1995 by 7 percent from 1994 with 1.35 million
units started. This compared with 1.46 million units in 1994 and 1.29 million in
1993. Single-family starts totaled 1.07 million units in 1995, down 10 percent
from 1994. Multi-family starts, however, reversed this trend with their second
consecutive yearly increase to 277,000 units.

================================================================================

                                       -2-
<PAGE>
                                               National Retail Market Overview
================================================================================

     For 1995, sales of new homes slipped nine-tenths of a percent to 664,000
from 670,000 in 1994. This was the lowest level since 610,000 new homes were
sold in 1992. In a surprise to most analysts, new home sales rose by 4.2 percent
in January 1996 to a seasonally adjusted annual rate of 693,000. The 3 81,000
homes for sale represented a supply of six to seven months, the highest since
1980. The median new home price of new homes sold in the first nine months of
1995 was $132,000. The median was $130,000 for all of 1994. The Commerce
Department reported that construction spending rose 2.9 percent in October to an
annual rate of $207.7 billion, compared to $217.9 billion in all of 1994.

     The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1995, the share of households that own their homes was 64.8
percent, compared to 64.0 percent for a year earlier. Lower mortgage rates are
cited as a factor.

Gross Domestic Product

     The report on the gross domestic product (GDP) showed that output for goods
and services expanded at an annual rate of just .9 percent in the fourth quarter
of 1995. Overall, the economy gained 2.0 percent in 1995, the weakest showing in
four years since the 1991 recession. The .5 percent rise in the fourth quarter
was much slower than the 1.7 percent expected by most analysts. Revised first
quarter 1996 data shows that the economy grew at an annual rate of 2.3 percent
which was in line with most forecasts by private economists. The 'Fed sees the
U.S. economy expanding at a 2.0 to 2.25 percent pace during 1996 which is in-
line with White House forecasts.

     The following chart cites the annual change in real GDP since 1990.

               ===================================================
                                    Real GDP
               ===================================================
                     Year                            % Change
               ===================================================
                     1990                               1.2
               ---------------------------------------------------
                     1991                               -.6
               ---------------------------------------------------
                     1992                               2.3
               ---------------------------------------------------
                     1993                               3.1
               ---------------------------------------------------
                     1994                               4.1
               ---------------------------------------------------
                     1995*                              2.0
               ===================================================
                  * Reflects new chain weighted system of
                    measurement.  Comparable 1994 measure
                    would be 3.5 %
               ===================================================
                    Source: Bureau of Economic Analysis
               ===================================================

Consumer Prices

     The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the overall
rate was 1.1 percent in 1986. All sectors were down substantially in 1995
including the volatile health care segment which recorded inflation of only 3.9
percent, the lowest rate in 23 years.


================================================================================

                                       -3-
<PAGE>
                                               National Retail Market Overview
================================================================================

     The following chart tracks the annual change in the CPI since 1990.

               ===================================================
                             Consumer Price Index(1)
               ===================================================
                 Year                 CPI                % Change
               ===================================================
                 1990                133.8                  6.1
               ---------------------------------------------------
                 1991                137.9                  3.0
               ---------------------------------------------------
                 1992                141.9                  2.9
               ---------------------------------------------------
                 1993                145.8                  2.7
               ---------------------------------------------------
                 1994                149.7                  2.7
               ---------------------------------------------------
                 1995                153.5                  2.5
               ===================================================
               (1) All Urban Workers
               ===================================================
               Source: Dept. of Labor, Bureau of Labor Statistics
               ===================================================

     Data through April 1996 shows the consumer prices are increasing in-line
with expectations. The index was up four-tenths of a percent in April due to
changes in energy prices. Excluding food and energy, the underlying inflation
rate was only one-tenth of a percent

Other Indicators

     The government's main economic forecasting gauge, the Index of Leading
Economic Indicators is intended to project economic growth over the next six
months. The Conference Board, an independent business group, reported that the
index increased two-tenths of a percent in March following the increase of 1.3
percent in February 1996, the biggest jump in 20 years. It has become apparent
that the Federal Reserve's conservative monetary policy has had an effect on the
economy and some economists are calling for a further reduction in short term
interest rates. In recent months, evidence has been mounting that the economy
is in the midst of a pick-up.

     The Conference Board also reported that consumer confidence rebounded in
February 1996, following reports suggesting lower inflation. The board's index
of consumer confidence rose 9 points to 97 over January when consumers worried
about the government shutdown, the stalemate over the Federal budget and the
recent flurry of layoff announcements by big corporations.

     In another sign of increasingly pinched household budgets, consumers
sharply curtailed new installment debt in September 1995, when installment
credit rose $5.4 billion, barely half as much as August. Credit card balances
increased by $2.8 billion, the slimmest rise of the year. For the twelve months
through September 1995, outstanding credit debt rose 13.9 percent, down from a
peak of 15.3 percent in May. Still, installment debt edged to a record 18.8
percent of disposable income, indicating that consumers may be reaching a point
of discomfort with new debt.





================================================================================

                                       -4-
<PAGE>
                                               National Retail Market Overview
================================================================================

     The employment cost index is a measure of overall compensation including
wages, salaries and benefits. In 1995 the index rose by only 2.9 percent, the
smallest increase since 1980. This was barely ahead of inflation and is a sign
of tighter consumer spending over the coming year. However, the productivity of
American workers grew 1.1 percent in 1995, the largest gain since a 3.2 percent
advance in 1992. Productivity is a key element in measuring the standard of
living since increased efficiency allows businesses to increase workers
compensation without having to raise prices.

Economic Outlook

     The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward the
Fed's 2.5 percent target, accompanied by stable if not falling inflation. They
project that inflation will remain in the 2.5 to 3.0 percent range into the
foreseeable future. This will have a direct influence on consumption (consumer
expenditures) and overall inflation rates (CPI).

     Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate between 2.0 and 2.5 percent over the next year and at 2.3 percent through
2003 as the output gap is reduced between real GDP and potential GDP. After
2003, annual real GDP growth will moderate, tapering to 2.2 percent per annum.

     Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the 1970s
and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow to 2.0 percent per year by 2006 as a
result of slower population growth and aging. It is also projected that the
share of personal consumption expenditures relative to GDP will decline over the
next decade. Consumer spending as a share of GDP peaked in 1986 at 67.4 percent
after averaging about 63.0 percent over much of the post-war period. WEFA
estimates that consumption's share of aggregate output will decline to 64.5
percent by 2003 and 62.7 percent by 2018.

Retail Sales

     In their publication, NRB/Shopping Centers Today 1995 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
continued to improve in 1995. Total shopping center sales increased 5.0 percent
to $893.8 billion in 1995, up from $851.3 billion in 1994. Retail sales in
shopping centers (excluding automotive and gasoline service station sales) now
account for about 55.0 percent of total retail sales in the United States.



================================================================================

                                       -5-
<PAGE>
                                               National Retail Market Overview
================================================================================

     Total retail sales per square foot have shown positive increases over the
past several years, rising by 26.5 percent from approximately $161 per square
foot in 1 990, to $180 per square foot in 1995. It is noted that the increase in
productivity has exceeded the increase in inventory which bodes well for the
industry in general. This data is summarized on the following table.

<TABLE>
====================================================================================================================================
                                                 Selected Shopping Center Statistics
                                                             1990 -1995
====================================================================================================================================
<CAPTION>
                                                                                                               %         Compound
                                                                                                             Change       Annual
                                           1990       1991       1992       1993       1994       1995       1990-95      Growth
====================================================================================================================================
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>           <C>          <C>
Retail Sales in Shopping Centers*        $706.40    $716.90    $768.20    $806.60    $851.30    $893.81       36.5%        4.8%
- ------------------------------------------------------------------------------------------------------------------------------------
Total Leasable Area**                       4.39       4.56       4.68       4.77       4.86       4.97       13.2%        2.5%
- ------------------------------------------------------------------------------------------------------------------------------------
Unit Rate                                $160.89    $157.09    $164.20    $169.08    $175.13    $179.94       11.8%        2.3%
====================================================================================================================================
*  Billions of Dollars
** Billions of Square Feet
====================================================================================================================================
Source:  National Research Bureau
====================================================================================================================================
</TABLE>

     To put retail sales patterns into perspective, the following discussion
highlights key trends over the past few years.

     o    As a whole, 1993 was a good year for most of the nation's major
          retailers. Sales for the month of December were up for most, however,
          the increase ranged dramatically from 1.1 percent at Kmart to 13.3
          percent at Sears for stores open at least a year. It is noted that the
          Sears turnaround after years of slippage was unpredicted by most
          forecasters.

     o    With the reporting of December 1994 results, most retailers posted
          same store gains between 2.0 and 6.0 percent. The Goldman Sachs Retail
          Composite Comparable Store Sales Index, a weighted average of monthly
          same store sales of 52 national retail companies rose 4.5 percent in
          December. The weakest sales were seen in women's apparel, with the
          strongest sales reported for items such as jewelry and hard goods.
          Most department store companies reported moderate increases in same
          store sales, though largely as a result of aggressive markdowns. Thus,
          profits were negatively impacted for many companies.

     o    For 1995, specialty apparel sales were lackluster at best, with only
          .4 percent comparable sales growth. This is of concern to investors
          since approximately 30.0 percent of a mall's small shop space is
          typically devoted to apparel tenants. Traditional department stores
          experienced 3.4 percent same store growth in 1995, led by Dillard's
          5.0 percent increase. Mass merchants' year-to-year sales increased by
          6.7 percent in 1994, driven by Sears' 7.9 percent increase. Mass
          merchants account for 35.0 to 55.0 percent of the anchors of regional
          malls and their resurgence bodes well for increased traffic at these
          centers.



================================================================================

                                       -6-
<PAGE>
                                               National Retail Market Overview
================================================================================

     o    Sales at the nation's largest retailer chains saw reasonably good
          increases in May 1996, evidencing a pent up demand for soft goods.
          Discounters such as Target, Wal-Mart and Kmart did particularly well
          among department stores. Sears and May had a strong performance while
          Federated and JC Penney were off. Appliance sales were very good as
          evidenced by Best Buy with a 7 percent increase in comparable store
          sales. The Goldman Sachs retail composite index of same store sales
          rose 4.6 percent, well above the 3.5 percent rise in May 1995.

     Provided on the following chart is a summary of overall and same store
sales growth for selected national merchants for the most recent period.

     ======================================================================
                   Same Store Sales for the Month of May 1996
     ======================================================================
                                              % Change From Previous Year
                                           --------------------------------
           Name of Retailer                  Overall       Same Store Basis
     ======================================================================
                Wal-Mart                     +12.0%            + 5.0%
     ----------------------------------------------------------------------
                 Kmart                       + 3.0%            + 5.4%
     ----------------------------------------------------------------------
       Sears, Roebuck & Company              +14.0%            +10.2%
     ----------------------------------------------------------------------
              J.C. Penney                       .0%            - 0.8%
     ----------------------------------------------------------------------
       Bayton Hudson Corporation             +10.0%            + 3.3%
     ----------------------------------------------------------------------
        May Department Stores                +14.0%            + 7.2%
     ----------------------------------------------------------------------
      Federated Department Stores            +10.0%            + 2.1%
     ----------------------------------------------------------------------
            The Limited Inc.                 +14.0%            + 4.0%
     ----------------------------------------------------------------------
                Gap Inc.                     +27.0%            + 8.0%
     ----------------------------------------------------------------------
               Ann Taylor                    + 1.0%            -11.2%
     ----------------------------------------------------------------------
              Woolworths                     - 3.0%            - 1.8%
     ----------------------------------------------------------------------
                Best Buy                     +34.0%            + 7.0%
     ======================================================================
     Source: New York Times
     ======================================================================

     The outlook for retail sales growth is one of cautious optimism. It appears
as if the low price department stores and off price apparel segment is poised to
continue to do well, as they tend to be representative of those industry
segments which have gone through mergers and are benefiting from fewer
competitors. Some analysts point to the fact that consumer confidence has
resulted in increases in personal debt which may be troublesome in the long run.
Consumer loans by banks continue to rise. But data gathered by the Federal
Reserve on monthly payments suggest that debt payments are not taking as big a
bite out of income as in the late 1980s, largely because of the record
refinancings at lower interest rates in recent years and the efforts by many
Americans to repay debts.

GAFO and Shopping Center Inclined Sales

     In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. These types of goods comprise the overwhelming bulk of goods and products
carried in shopping centers and department stores and consist of the following
categories:


================================================================================

                                       -7-
<PAGE>
                                               National Retail Market Overview
================================================================================

     o    General merchandise stores including department and other stores;

     o    Apparel and accessory stores;

     o    Furniture and home furnishing stores; and

     o    Other miscellaneous shoppers goods stores.

     Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores.

     Total retail sales grew by 7.8 percent in the United States in 1994 to
$2.237 trillion, an increase of $1 62 billion over 1993. This followed an
increase of $125 billion over 1992. Automobile dealers captured $69 +/- billion
of total retail sales growth last year, while Shopping Center Inclined Sales
accounted for nearly 40.0 percent of the increase ($ 64 billion). GAFO sales
increased by $38.6 billion. This group was led by department stores which posted
an $18.0 billion increase in sales. The following chart summarizes the
performance for this most recent comparison period.

================================================================================
                        Retail Sales by Major Store Type
                                1993-1994 ($MIL.)
================================================================================
                                                                       1993-1994
              Store Type                  1994             1993         % Change
================================================================================
GAFO:
General Merchandise                   $  282,541       $  264,617         6.8%
Apparel & Accessories                    109,603          107,184         2.3%
Furniture & Furnishings                  119,626          105,728        13.1%
Other GAFO                                80,533           76,118         5.8%
- --------------------------------------------------------------------------------
GAFO Subtotal                         $  592,303       $  553,647         7.0%
- --------------------------------------------------------------------------------
Convenience Stores:
Grocery                               $  376,330       $  365,725         2.9%
Other Food                                21,470           19,661         9.2%
- --------------------------------------------------------------------------------
Subtotal                              $  397,800       $  385,386         3.2%
Drug                                      81,538           79,645         2.4%
- --------------------------------------------------------------------------------
Convenience Subtotal                  $  479,338       $  465,031         3.1%
- --------------------------------------------------------------------------------
Other
Home Improvement &
 Building Supplies Stores             $  122,533       $  109,604        11.8%
Shopping Center-Inclined              $1,194,174       $1,128,282         5.8%
Subtotal                                 526,319          456,890        15.2%
Automobile Dealers                       142,193          138,299         2.8%
Gas Stations                             228,351          213,663         6.9%
Eating and Drinking Places               145,929*         137,365         6.2%
All Other                                                              I
- --------------------------------------------------------------------------------
Total Retail Sales                    $2,236,966       $2,074,499         7.8%
================================================================================
* Estimated sales
================================================================================
Source: U.S. Department of Commerce and Dougal M. Casey: Retail Sales and
        Shopping Center Development Through The Year 2000 (ICSC White Paper)
================================================================================



================================================================================

                                       -8-
<PAGE>
                                               National Retail Market Overview
================================================================================

     GAFO sales grew by 7.0 percent in 1994 to $592.3 billion, led by furniture
and furnishings which grew by 13.1 percent. From the above it can be calculated
that GAFO sales accounted for 26.5 percent of total retail sales and nearly 50.0
percent of all shopping center-inclined sales.

     The International Council of Shopping Centers (ICSC) publishes a Monthly
Mall Merchandise Index which tracks sales by store type for more than 400
regional shopping centers. The index shows that sales per square foot rose by
1.8 percent to $256 per square foot in 1994. The following chart identified the
most recent year-end results.







================================================================================

                                       -9-
<PAGE>
                                               National Retail Market Overview
================================================================================



================================================================================
                           Index Sales per Square Foot
                            1993-1994 Percent Change
================================================================================
            Store Type                      1994        1993       ICSC Index
================================================================================
GAFO:
Apparel & Accessories:
Women's Ready-To-Wear                       $189        $196         - 3.8%
Women's Accessories and Specialties          295         283         + 4.2%
Men's and Boy's Apparel                      231         239         - 3.3%
Children's Apparel                           348         310         +12.2%
Family Apparel                               294         292         + 0.4%
Women's Shoes                                284         275         + 3.3%
Mens Shoes                                   330         318         + 3.8%
Family Shoes                                 257         252         + 1.9%
Shoes (Misc.)                                340         348         - 2.2%
SUBTOTAL                                    $238        $238         - 0.2%
- --------------------------------------------------------------------------------
Furniture & Furnishings:
Furniture  & Furnishings                    $267        $255         + 4.5%
Home Entertainment Electronics               330         337         - 2.0%
Miscellaneous                                291         282         + 3.3%
SUBTOTAL                                    $309        $310         - 0.3%
- --------------------------------------------------------------------------------
Other GAFO:
Jewelry                                     $581        $541         + 7.4%
Other                                        258         246         + 4.9%
SUBTOTAL                                    $317        $301         + 5.3%
TOTAL GAFO                                  $265        $261         + 1.6%
NON-GAFO
- --------------------------------------------------------------------------------
FOOD:
Fast Food                                   $365        $358         + 2.0%
Restaurants                                  250         245         + 2.2%
Other                                        300         301         - 0,4%
SUBTOTAL                                    $304        $298         + 1.9%
- --------------------------------------------------------------------------------
OTHER NON-GAFO:
Supermarkets                                $236        $291         -18.9%
Drug/HBA                                     254         230         +10.3%
Personal Services                            264         253         + 4.1%
Automotive                                   149         133         +12.2%
Home Improvement                             133         127         + 4.8%
Mall Entertainment                            79          77         + 3.2%
Other Non-GAFO Miscellaneous                 296         280         + 5.7%
SUBTOTAL                                    $192        $188         + 2.4%
TOTAL NON-GAFO                              $233        $228         + 2.5%
TOTAL                                       $256        $252         + 1.8%
================================================================================
Note:     Sales per square foot numbers are rounded to whole dollars. Three
          categories illustrated here have limited representation in the ICSC
          sample: Automotive, +12.2%; Home Improvement, +4.8%; and Supermarkets,
          -18.9%.
================================================================================
Source:   U.S. Department of Commerce and Dougal M. Casey.
================================================================================


     GAFO, sales have risen relative to household income. In 1990 these sales
represented 13.9 percent of average household income. By 1994 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.




================================================================================

                                      -10-
<PAGE>
                                               National Retail Market Overview
================================================================================




================================================================================
   Determinants of Retail Sales Growth and U.S. Retail Sales by Key Store Type
================================================================================
                                           1990            1994            2000
================================================================================
Determinants
Population                          248,700,000     260,000,000     276,200,000
Households                           91,900,000      95,700,000     103,700,000
Average Household Income                $37,400         $42,600         $51,600
Total Census Money Income            $3.4 Tril.      $4.1 Tril.      $5.4 Tril.
- --------------------------------------------------------------------------------
% Allocations of Income to Sales
GAFO Stores                                13.9%           14.4%           14.7%
Convenience Stores                         12.9%           11.7%           10.7%
Home Improvement Stores                     2.8%            3.0%            3.3%
Total Shopping Center-Inclined
  Stores                                   29.6%           29.1%           28.8%
Total Retail Stores                        54.3%           54.6%           52.8%
- --------------------------------------------------------------------------------
Sales (Million)
GAFO Stores                                $472            $592            $795
Convenience Stores                          439             479             580
Home Improvement Stores                      95             123             180
Total Shopping Center-
  Inclined Stores                        $1,005          $1,194          $1,555
TOTAL RETAIL SALES                       $1,845          $2,237          $2,850
================================================================================
Note:     Sales and income figures are for the full year; population and
          household figures are as of April 1 in each respective year.
          P = Projected.
================================================================================
Source:   U.S. Census of Population, 1990; U.S. Bureau of the Census Current
          Population Reports; Consumer Income P6-168, 174, 180, 184 and 188;
          Berna Miller with Linda Jacobsen, "Household Futures", American
          Demographics, March 1995; Retail Trade sources already cited; and
          Dougal M. Casey: ICSC White Paper
================================================================================

     GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

                         ==============================
                          1990/91                2.9%
                         ------------------------------
                          1991/92                7.0%
                         ------------------------------
                          1992/93                6.6%
                         ------------------------------
                          1993/94                7.0%
                         ==============================

     According to a recent study by the ICSC, GAFO sales are expected to grow by
5.0 percent per annum through the year 2000, which is well above the 4.1 percent
growth for all retail sales. This information is presented in the following
chart.

================================================================================

                                      -11-
<PAGE>
                                               National Retail Market Overview
================================================================================




================================================================================
             Retail Sales in the United States, by Major Store Type
================================================================================
                                  1994         2000(P)      Percent Change
- --------------------------------------------------------------------------------
                                                                 Compound Annual
           Store Type        ($ Billions) ($ Billions)    Total      Annual
================================================================================
GAFO:
General Merchandise                  $283         $370       30.7%      4.6%
Apparel & Accessories                 110          135       22.7%      3.5%
Furniture/Home Furnishings            120          180       50.0%      7.0%
Other Shoppers Goods                   81          110       35.8%      5.2%
- --------------------------------------------------------------------------------
GAFO Subtotal                        $592         $795       34.3%      5.0%
- --------------------------------------------------------------------------------
CONVENIENCE GOODS:
Food Stores                          $398         $480       20.6%      3.2%
Drugstores                             82          100       22.0%      3.4%
- --------------------------------------------------------------------------------
Convenience Subtotal                 $479         $580       21.1%      3.2%
- --------------------------------------------------------------------------------
Home Improvement                      123          180       46.3%      6.6%
- --------------------------------------------------------------------------------
Shopping Center-Inclined
  Subtotal                         $1,194       $1,555       30.2%      4.5%
- --------------------------------------------------------------------------------
All Other                           1,043        1,295       24.2%      3.7%
- --------------------------------------------------------------------------------
Total                              $2,237       $2,850       27.4%      4.1%
================================================================================
Note:     P = Projected. Some figures rounded.
================================================================================
Source:   U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.
================================================================================

     In considering the six-year period January 1995 through December 2000, it
may help to look at the six-year period extending from January 1989 through
December 1994 and then compare the two time spans.

     Between January 1989 and December 1994, shopping center-inclined sales in
the United States increased by $297 billion, a compound growth rate of 4.9
percent. These shopping center-inclined sales are projected to increase by $361
billion between January 1995 and December 2000, a compound annual growth rate of
4.5 percent. GAFO sales, however, are forecasted to increase by 34.3 percent or
5.0 percent per annum.


Industry Trends

     According to the National Research Bureau, there were a total of 41,235
shopping centers in the United States at the end of 1995. During this year, 867
new centers opened, an 18.0 percent increase over the 735 that opened in 1994.
This followed a 10 percent increase in 1994. The greatest growth came in the
small center category (less than 100,000 square feet) where 551 centers were
constructed. In terms of GLA added, new construction in 1995 was up 2.2 percent
resulting in an addition of 106.2 million square feet of GLA from approximately
4.86 billion to 4.97 billion square feet. In other important trends, the
development of regional and super-regional malls hit a three year high in 1995
with the opening of eight centers, twice as many as in 1994. This boosted the
nation's total of regionals to 301 and super-regionals to 380. Power and
community center development in 1995 was up 17.9 percent in terms of the number
of centers opening. The following chart highlights trends over the period 1987
through 1995.



================================================================================

                                      -12-
<PAGE>
                                               National Retail Market Overview
================================================================================


<TABLE>
====================================================================================================================================
                                                     Census Data - 9-Year Trends
====================================================================================================================================
<CAPTION>
                                                 Total         Average        Average         % Change                    % Increase
               No. Of           Total            Sales         GLA per       Sales per         In Sales         New         In Total
   Year        Centers          GLA            (Billions)       Center         Sq. Ft.        per Sq. Ft.     Centers       Centers
====================================================================================================================================
<S>             <C>       <C>                <C>                <C>            <C>               <C>           <C>            <C>
   1987         30,641    3,722,957,095      $602,294,426       121,502        $161.78           2.41%         2,145          7.53%
- ------------------------------------------------------------------------------------------------------------------------------------
   1988         32,563    3,947,025,194      $641,096,793       121,212        $162.43           0.40%         1,922          6.27%
- ------------------------------------------------------------------------------------------------------------------------------------
   1989         34,683    4,213,931,734      $682,752,628       121,498        $162.02          -0.25%         2,120          6.51%
- ------------------------------------------------------------------------------------------------------------------------------------
   1990         36,515    4,390,371,537      $706,380,618       120,235        $160.89          -0.70%         1,832          5.28%
- ------------------------------------------------------------------------------------------------------------------------------------
   1991         37,975    4,563,791,215      $716,913,157       120,179        $157.09          -2.37%         1,460          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
   1992         38,966    4,678,527,428      $768,220,248       120,067        $164.20           4.53%           991          2.61%
- ------------------------------------------------------------------------------------------------------------------------------------
   1993         39,633    4,770,760,559      $806,645,004       120,373        $169.08           2.97%           667          1.71%
- ------------------------------------------------------------------------------------------------------------------------------------
   1994         40,368    4,860,920,056      $851,282,088       120,415        $175.13           3.58%           735          1.85%
- ------------------------------------------------------------------------------------------------------------------------------------
   1995         41,235    4,967,160,331      $893,814,776       120,460        $179.94           2.75%           867          2.15%
- ------------------------------------------------------------------------------------------------------------------------------------
Compound
 Annual
 Growth         +3.78%            +3.67%            +5.06%         -.11%         +1.34%           N/A            N/A           N/A
====================================================================================================================================
Source: National Research Bureau Shopping Center Database and Statistical Model
====================================================================================================================================
</TABLE>


     From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 3.7 percent since 1987. New
construction was up 2.2 percent in 1995, a slight increase over 1994 but still
well below the peak year 1987 when new construction increased by 7.5 percent.
California was by far the most active state with 139 new centers opening,
followed by North Carolina (64) and Florida (53).

     Among the 41,235 centers in 1995, the following breakdown by size can be
shown.

     ======================================================================
                U.S. Shopping Center Inventory, YE December 1995
     ======================================================================
                                Number of Centers    Square Feet (Millions)
                              ---------------------------------------------
       Size Range (SF)          Amount     Percent    Amount       Percent
     ======================================================================
      Under     100,000         26,001       63.1%    1,266.9        25.5%
     ----------------------------------------------------------------------
      100,001-  200,000          9,974       24.2%    1,367.9        27.5%
     ----------------------------------------------------------------------
      200,001-  400,000          3,345        8.1%      886.2        17.8%
     ----------------------------------------------------------------------
      400,001-  800,000          1,234        3.0%      668.7        13.5%
     ----------------------------------------------------------------------
      800,001-1,000,000            301         .7%      271.0         5.5%
     ----------------------------------------------------------------------
      Over    1,000,000            380         .9%      486.4         9.8%
     ----------------------------------------------------------------------
             Total              41,235      100.0%    4,967.2       100.0%
     ======================================================================
     Source: National Research Bureau (some numbers slightly rounded).
     ======================================================================


     According to the National Research Bureau, total sales in shopping centers
have grown at a compound rate of 5.06 percent since 1987. With sales growth
outpacing new construction, average sales per square foot have been showing
positive increases since the last recession. Aggregate sales were up 5.5 percent
nationwide from $851.3 billion (1994) to $893.8 billion (1995). In 1995, average
sales were $179.94 per square foot, up nearly 2.7 percent over 1994 and 1.34
percent (compound growth) over the past several years. The biggest gain came in
the super-regional category (more than 1.0 million square feet) where sales were
up 4.10 percent to $201.05 per square foot.



================================================================================

                                      -13-
<PAGE>
                                               National Retail Market Overview
================================================================================

     The following chart tracks the change in average sales per square foot by
size category between 1993 and 1995.

================================================================================
                          Sales Trends by Size Category
                                    1993-1995
================================================================================
                          Average Sales Per Square Foot         % Change
                         -------------------------------------------------------
      Category               1993      1994      1995      1994-95     1993-95*
================================================================================
Less than    100,000 SF    $193.10   $199.70   $204.94       +2.6%       +3.0%
- --------------------------------------------------------------------------------
100,001 to   200,000 SF    $156.18   $161.52   $166.00       +2.8%       +3.1%
- --------------------------------------------------------------------------------
200,001 to   400,000 SF    $147.57   $151.27   $153.96       +1.8%       +2.1%
- --------------------------------------------------------------------------------
400,001 to   800,000 SF    $157.04   $163.43   $168.21       +2.9%       +3.5%
- --------------------------------------------------------------------------------
800,001 to 1,000,000 SF    $194.06   $203.20   $210.40       +3.5%       +4.1%
- --------------------------------------------------------------------------------
More than  1,000,000 SF    $183.90   $193.13   $201.05       +4.1%       +4.6%
- --------------------------------------------------------------------------------
         Total             $169.08   $175.13   $179.94      +2.75%       +3.2%
================================================================================
* Compound Annual Change
================================================================================
Source: National Research Bureau
================================================================================

     Empirical data shows that the average GLA per capita is increasing. In
1995, the average for the nation was 18.9. This was up 17 percent from 16.1 in
1988 and more recently, 18.7 square feet per capita in 1994. Among states,
Arizona surpassed Florida and now has the highest GLA per capita with 28.1
square feet. South Dakota has the lowest at 9.08 square feet. Per capita GLA for
regional malls (defined as all centers in excess of 400,000 square feet) has
also been rising from 5.0 in 1988 to 5.5 in 1995. This information is presented
on the following chart.

              ====================================================
                                 GLA per Capita
              ====================================================
                Year             All Centers       Regional Malls
              ====================================================
                1988                16.1                 5.0
              ----------------------------------------------------
                1989                17.0                 5.2
              ----------------------------------------------------
                1990                17.7                 5.3
              ----------------------------------------------------
                1991                18.1                 5.3
              ----------------------------------------------------
                1992                18.3                 5.5
              ----------------------------------------------------
                1993                18.5                 5.5
              ----------------------------------------------------
                1994                18.7                 5.4
              ----------------------------------------------------
                1995                18.9                 5.5
              ====================================================
              Source: International Council of Shopping Center;
                      The Scope of The Shopping Center Industry
                      and National Research Bureau
              ====================================================

     The Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.


================================================================================

                                      -14-
<PAGE>
                                               National Retail Market Overview
================================================================================

     The retail industry's importance to the national economy can also be seen
in the level of direct employment. According to F.W. Dodge, the construction
information division of McGraw-Hill, new projects in 1994 generated $2.6
billion in construction contract awards and supported 41,600 jobs in
construction trade and related industries. This is nearly half of the
construction employment level of 95,360 for new shopping center development in
1990. It is estimated that 10.18 million people are now employed in shopping
centers, equal to about one of every nine non-farm workers in the country. This
is up 2.9 percent over 1991.

Market Shifts - Contemporary Trends in the Retail Industry

     During the 1980s, the department store and specialty apparel store
industries competed in a tug of war for consumer dollars. Specialty stores
emerged largely victorious as department store sales steadily declined as a
percentage of total GAFO sales during the decade, slipping from 47.0 percent in
1979 to 44.0 percent in 1989. During this period, many anchor tenants teetered
from high debt levels incurred during speculative takeovers and leveraged
buyouts of the 1980s. Bankruptcies and restructuring, however, have forced major
chains to refocus on their customer and shed unproductive stores and product
lines. At year end 1994, department store sales, as a percentage of GAFO sales,
were approximately 37.5 percent.

     The continued strengthening of some of the major department store chains,
including Sears, Federated/Macy's, May and Dayton Hudson, is in direct contrast
to the dire predictions made by analysts about the demise of the traditional
department store industry. This has undoubtedly been brought about by the
heightened level of merger and acquisition activity in the 1980s which produced
a burdensome debt structure among many of these entities. When coupled with
reduced sales and cash flow brought on by the recession, department stores were
unable to meet their debt service requirements.

     Following a round of bankruptcies and restructurings, the industry has
responded with aggressive cost-cutting measures and a focused merchandising
program that is decidedly more responsive to consumer buying patterns. The
importance of department stores to mall properties is tantamount to a successful
project since the department store is still the principal attraction that brings
patrons to the center.

     On balance, 1994/95 was a continued period of transition for the retail
industry. Major retailers achieved varying degrees of success in meeting the
demands of increasingly value conscious shoppers. Since the onset of the
national economic recession in mid-1990, the retail market has been
characterized by intense price competition and continued pressure on profit
margins. Many national and regional retail chains have consolidated operations,
closed underperforming stores, and/or scaled back on expansion plans due to the
uncertain spending patterns of consumers. Consolidations and mergers have
produced a more limited number of retail operators, which have responded to
changing spending patterns by aggressively repositioning themselves within this
evolving market. Much of the recent retail construction activity has involved
the conversion of existing older retail centers into power center formats,
either by retenanting or through expansion. An additional area of growth in the
retail sector is in the "supercenter" category, which consists of the combined
grocery and department stores being developed by such companies as Wal-Mart and
Kmart. These formats require approximately 150,000 to 180,000 square feet in
order to carry the depth of merchandise necessary for such economies of scale
and market penetration.

================================================================================

                                      -15-
<PAGE>

                                               National Retail Market Overview
================================================================================

     Some of the important developments in the industry over the past year can
be summarized as follows:

     o    The discount department store industry emerged as arguably the most
          volatile retail sector, lead by regional chains in the northeast.
          Jamesway, Caldor and Bradlees each filed for Chapter 11 within six
          months and Hills Stores is on the block. Jamesway is now in the
          process of liquidating all of its stores. Filene's Basement was
          granted relief from some covenant restrictions and its stock price
          plummeted. Ames, based in Rocky Hill, Connecticut, will close 17 of
          its 307 stores. Kmart continues to be of serious concern. Its debt has
          been downgraded to junk bond status. Even Wal-Mart, accustomed to
          double digit sales growth, has seen some meager comparable sales
          increases. These trends are particularly troubling for strips since
          these tenants are typical anchors.

     o    The attraction of regional malls as an investment has diminished in
          view of the wave of consolidations and bankruptcies affecting in-line
          tenants. Some of the larger restructurings include Melville with plans
          to close up to 330 stores, sell Marshalls to TJX Companies, split into
          three publicly traded companies, and sell Wilsons and This End Up;
          Petrie Retail, which operates such chains as M.J. Carroll, G&G, Jean
          Nicole, Marianne and Stuarts, has filed for bankruptcy protection;
          Edison Brothers (Jeans West, J. Riggins, Oak Tree, 5-7-9 Shops, etc.)
          announced plans to close up to 500 stores while in Chapter 11; J.
          Baker intends to liquidate Fayva Shoe division (357 low-price family
          footwear stores); The Limited announced a major restructuring,
          including the sale of partial interests in certain divisions- Charming
          Shoppes, will close 290 Fashion Bug and Fashion Bug Plus Stores; Trans
          World Entertainment (Record Town) has closed 115 of its 600 mall shop
          locations. Other chains having trouble include Rickel Home Centers
          which filed Chapter 11; Today's Man, a 35 store Philadelphia based
          discount menswear chain has filed; nine subsidiaries of Fretta,
          including Dixon's, U.S. Holdings and Silo, filed Chapter 11; and
          Clothestime, also in bankruptcy will close up to 140 of its 540
          stores. Merry-Go-Round, a chain that operates 560 stores under the
          names Merry-Go-Round, Dejaiz and Cignal is giving up since having
          filed in January 1994 and will liquidate its assets. Toys "R" Us has
          announced a global reorganization that will close 25 stores and cut
          the number of items it carries to 11,000 from 15,000. Handy Andy, a
          50 year old chain of 74 home improvement centers which had been in
          Chapter 11, has decided to liquidate, laying off 2,500 people.

     o    Overall, analysts estimate that 4,000 stores closed in 1995 and as
          many as 7,000 more will close in 1996. Mom-and-Pop stores, where 75
          percent of U.S. retailers employ fewer than 10 people have been
          declining for the past decade. Dun and Bradstreet reports that retail
          failures are up 1.4 percent over Last year - most of them small stores
          who don't have the financial flexibility to renegotiate payment
          schedule.



================================================================================

                                      -16-
<PAGE>

                                               National Retail Market Overview
================================================================================

     o    With sales down, occupancy costs continue to be a major issue facing
          many tenants. As such, expansion oriented retailers like The Limited,
          Ann Taylor and The Gap, are increasingly shunning mall locations for
          strip centers. This has put further pressure on mall operators to be
          aggressive with their rent forecasts or in finding replacement
          tenants.

     o    While the full service department store industry led by Sears has seen
          a profound turnaround, further consolidation and restructuring
          continues. Woodward & Lothrop was acquired by The May Department
          Stores Company and JC Penney; Broadway Stores was acquired by
          Federated Department Stores; Elder Beerman has filed Chapter 11 and
          will close 102 stores; Steinbach Stores will be acquired by Crowley,
          Milner & Co.; Younkers will merge with Proffitts; and Strawbridge and
          Clothier has hired a financial advisor to explore strategic
          alternatives for this Philadelphia based chain.

     o    Aside from the changes in the department store arena, the most notable
          transaction in 1995 involved General Growth Properties' acquisition of
          the Homart Development Company in a $1.85 billion year-end deal.
          Included were 25 regional malls, two current projects and several
          development sites. In November, General Growth arranged for the sale
          of the community center division to Developers Diversified for
          approximately $505 million. Another notable deal involved Rite Aid
          Corporation's announcement that it will acquire Revco Drug Stores in a
          $1.8 billion merger to form the nation's largest drug store company
          with sales of $11 billion and 4,500 +/- stores. 

     o    As of January 1, 1995 there were 311 outlet centers with 44.4 million
          square feet of space. Outlet GLA has grown at a compound annual rate
          of 18.1 percent since 1989. Concerns of over-building, tenant
          bankruptcies, and consolidations have now negatively impacted this
          industry as evidenced by the hit the outlet REIT stocks have taken.
          Outlet tenants have not been immune to the global troubles impacting
          retail sales as comparable store sales were down 3.1 percent through
          November 1995.

     o    Category Killers and discount retailers have continued to drive the
          demand for additional space. In 1995, new contracts were awarded for
          the construction or renovation of 260 million square feet of stores
          and shopping centers, up from 173 million square feet in 1991
          according to F.W. Dodge, matching the highest levels over the past two
          decades. It is estimated that between 1992 and 1994, approximately
          55.0 percent of new retail square footage was built by big box
          retailers. In 1994, it is estimated that they accounted for 80.0
          percent of all new stores. Most experts agree that the country is
          over-stored. Ultimately, it will lead to higher vacancy rates and
          place severe pressure on aging, capital intensive centers. Many
          analysts predict that consolidation will occur soon in the office
          products superstores category where three companies are battling for
          market share - OfficeMax, Office Depot and Staples.




================================================================================

                                      -17-
<PAGE>
                                               National Retail Market Overview
================================================================================

     o    Entertainment is clearly the new operational requisite for property
          owners and developers who are incorporating some form of entertainment
          into their designs. With a myriad of concepts available, ranging from
          mini-amusement parks to multiplex theater and restaurant themes, to
          interactive high-tech applications, choosing the night formula is a
          difficult task.

Investment Criteria and Institutional Investment Performance

     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A DCF
is defined as a set of procedures in which the quantity, variability, timing,
and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified yield
rate. Understandably, market thinking has evolved after a few hard years of
reality where optimistic cash flow projections did not materialize. The DCF is
still, in our opinion, a valid valuation technique that when properly supported,
can present a realistic forecast of a property's performance and its current
value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their Emerging
Trends in Real Estate - 1996 that their respondents give retail investments
generally poor performance forecasts in their latest survey due to the
protracted merchant shakeout which will continue into 1996. While dominant,
Class A malls are still considered to be one of the best real estate investments
anywhere, only 13.0 percent of the respondents recommended buying malls. Rents
and values are expected to remain flat (in real terms) and no one disputes their
contention that 15 to 20 percent of the existing malls nationwide will be out of
business by the end of the decade. For those centers that will continue to
reposition themselves, entertainment will be an increasingly important part of
their mix.

     Investors do cite that, after having been written off, department stores
have emerged from the shake-out period as powerful as ever. The larger chains
such as Federated, May and Dillard's, continue to acquire the troubled regional
chains who find it increasingly difficult to compete against the category
killers. Many of the nations largest chains are reporting impressive profit
levels, part of which has come about from their ability to halt the double digit
sales growth of the national discount chains. Mall department stores are
aggressively reacting to power and outlet centers to protect their market share.
Department stores are frequently meeting discounters on price.

     While power centers are considered one retail property type currently in a
growth mode, most respondents feel that the country is over-stored and value
gains with these types of centers will lag other property types, including
malls, over five and ten year time frames.


================================================================================

                                      -18-
<PAGE>
                                               National Retail Market Overview
================================================================================

     The following chart summarizes the results of their current survey.

================================================================================
                     Retail Property Rankings and Forecasts
================================================================================
                      Investment Potential             Predicted Value Gains
                      -------------------- 1996 Rent  ------------------------
Property Type         Rating(1) Ranking(2) Increase    1 Yr.    5 Yrs.   10 Yrs.
================================================================================
Regional Malls           4.9      8th        2.0%       2%      20%      40%
- --------------------------------------------------------------------------------
Power Centers            5.3      6th        2.3%       1%      17%      32%
- --------------------------------------------------------------------------------
Community Centers        5.4      5th        2.4%       2%      17%      33%
================================================================================
(1) Scale of 1 to 10
(2) Based on 9 property types
================================================================================

     The NCREIF Property Index represents data collected from the Voting Members
of the National Council of Real Estate Investment Fiduciaries. As shown in the
following table, data through the third quarter of 1995 shows that the retail
index posted a positive 1.23 percent increase in total return. Increased
competition in the retail sector from new and expanding formats and changing
locational references has caused the retail index to trail all other property
types. As such, the -2.01 percent decline in value reported by the retail
subindex for the year were in line with investors' expectations.

     ======================================================================
                             Retail Property Returns
                                  NCREIF Index
                               Third Quarter 1995
     ======================================================================
        Period         Income       Appreciation    Total     Change in CPI
     ======================================================================
     3rd Qtr. 1995      1.95           -.72         1.23            .46
     ----------------------------------------------------------------------
       One Year         8.05          -2.01         5.92           2.55
     ----------------------------------------------------------------------
     Three Years        7.54          -3.02         4.35           2.73
     ----------------------------------------------------------------------
      Five Years        7.09          -4.61         2.23           2.92
     ----------------------------------------------------------------------
       Ten Years        6.95            .54         7.52           3.53
     ======================================================================
     Source: Real Estate Performance Report
             National Council of Real Estate Investment Fiduciaries
     ======================================================================

     It is noted that the positive total return continues to be affected by the
capital return component which has been negative for the last five years.
However, as compared to the CPI, the total index has performed relatively well.

Real Estate Investment Trust Market (REITs)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter the
market until the latter part of 1993 and early 1994. It is noted that REITs have
dominated the investment market for apartment properties and have evolved into a
major role for retail properties as well.

================================================================================

                                      -19-
<PAGE>

                                               National Retail Market Overview
================================================================================

     As of November 30, 1995, there were 297 REITs in the United States, about
79.0 percent (236) which are publicly traded. The advantages provided by REITs,
in comparison to more traditional real estate investment opportunities, include
the diversification of property types and location, increased liquidity due to
shares being traded on major exchanges, and the exemption from corporate taxes
when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REITs which can either be
"open-ended", or Finite-life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o    Equity REITs center around the ownership of properties where ownership
          interests (shareholders) receive the benefit of returns from the
          operating income as well as the anticipated appreciation of property
          value. Equity REITs typically provide lower yields than other types of
          REITs, although this lower yield is theoretically offset by property
          appreciation.

     o    Mortgage REITs invest in real estate through loans. The return to
          shareholders is related to the interest rate for mortgages placed by
          the REIT.

     o    Hybrid REITs combine the investment strategies of both the equity and
          mortgage REITs in order to diversify risk.

     The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. A number of "non-traditional"
REIT buyers, such as utility funds and equity/income funds, established a major
presence in the market during 1993/94.

     1995 was not viewed as a great year for REITs relative to the advances seen
in the broader market. Through the end of November, equity REITs posted a 9.3
percent total return according to the National Association of Real Estate
Investment Trusts (NAREIT). The best performer among equity REITs was the office
sector with a 29.4 percent total return. This was followed by self-storage
(27.3% ), hotels (26.7% ), triple-net lease (20.6% ), and health care (18.8%).
Two equity REIT sectors were in the red - outlet centers and regional malls.

Retail REITs

     As of November 30, 1995, there were a total of 47 REITs specializing in
retail, making up approximately 16 percent of the securities in the REIT market.
Depending upon the property type in which they specialize, retail REITs are
divided into three categories: shopping centers, regional malls, and outlet
centers. The REIT performance indices chart shown as Table A on the following
page, shows a two-year summary of the total retail REIT market as well as the
performance of the three composite categories.



================================================================================

                                      -20-
<PAGE>
                                               National Retail Market Overview
================================================================================



================================================================================
                       Table A - REIT Performance Indicies
================================================================================
                       Y-T-D Total     Dividend    No. of REIT       Market
                          Return         Yield      Securities   Capitalization*
================================================================================
                            As of November 30, 1995
================================================================================
TOTAL RETAIL               0.49%         8.36%           47        $14,389.1

    Strip Centers          2.87%         8.14%           29         $8,083.3
    Regional Malls        -2.47%         9.06%           11         $4,886.1
    Outlet Centers        -2.53%         9.24%            6         $1,108.7

================================================================================
                             As of November 30,1994
================================================================================
TOTAL RETAIL              -3.29%         8.35%           46        $12,913.1

    Strip Centers         -4.36%         7.98%           28         $7,402.7
    Regional Malls         2.84%         8.86%           11         $4,459.1
    Outlet Centers       -16.58%         8.74%            7         $1,051.4
================================================================================
*   Number reported in thousands.
    Source: Realty Stock Review
================================================================================



     As can be seen, the 47 REIT securities have a market capitalization of
approximately $14.4 billion, up 11.5 percent from the previous year. Total
returns were positive through November 1995, reversing the negative return for
the comparable period 12 months earlier. It is noted that the positive return
was the result of the strength of the shopping center REITs which constitute
nearly 60 percent of the market capitalization. Total retail REITs dividend
yields have remained constant over the last year at approximately 8.36 percent.
Regional mall and shopping center REITs dominate the total market, making up
approximately 85 percent of the 47 retail REITs.

     While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized marketplace
has provided sellers with an attractive alternative to the more traditional
market for large retail properties.

Regional Mall REITs

     The accompanying exhibit Table B summarizes the basic characteristics of
eight REITs and one publicly traded real estate operating company (Rouse
Company) comprised exclusively or predominantly of regional mall properties.
Excluding the Rouse Company (ROUS), the IPO's have all been completed since
November 1992. The nine public offerings with available information have a total
of 281 regional or super regional malls with a combined leasable area of
approximately 229 million square feet. This figure represents more than 14.0
percent of the total national supply of this product type.



================================================================================

                                      -21-
<PAGE>
                                               National Retail Market Overview
================================================================================

     The nine companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid than more traditional
real estate related investments. Excluding the Rouse Company, however, these
companies have been publicly traded for only a short period, and there is not an
established track record. General Growth was the star performer in 1995 with a
15 percent increase in its stock price following the acquisition of the Homart
retail portfolio from Sears for $1.85 billion - the biggest real estate
acquisition of the decade.



<TABLE>
====================================================================================================================================
Table 8 REGIONAL MALL REIT ANALYSIS
Cushman Wakefield,. Inc.
====================================================================================================================================
<CAPTION>
REIT Portfolio                          CBL        CWN        EJD        GGP        MAC       ROUS        SPG        TC0        URB
                                      CBL &      Crown     Edward    General   Macerich      Rouse      Simon    Taubman      Urban
                                     Assoc.  Arnercian  Debartolo     Growth    Company    Company   Property    Centers   Shopping
====================================================================================================================================
<S>                              <C>         <C>       <C>        <C>        <C>        <C>        <C>         <C>       <C>
- -----------------------------
Company Overview
- -----------------------------

Total Retail Centers                     95         23         51         40         16         67         56         19         12
     - Super Regional Center*             5          1         28         14          4         27         21         16          7
     - Regional Centers                  11         22         23         25         10         27         35          3          2
     - Community Centers                 79         --         11          1          2         13         55         --          3
     - Other                             --         --         --         --         --         --          3         --         --
Total Mall GLA**                     17,129     12,686     44,460     28,881     10,620     44,922     39,329     22,031      8,895
Total Mall Shop GLA**                 6,500      4,895     15,300     12,111         --     19,829     15,731      9,088      2,356
Avg. Total GLA/Center**                 180        552        872        722        664        670        702      1,160        741
Avg. Mall Shop GLA/Center**              68        213        300        303         --        296        281        478        196

====================================================================================================================================
- -----------------------------
Mall Operations
- -----------------------------

Reporting Year                         1994       1994       1994       1994       1994       1994       1994       1994       1994
Avg. Sales PSF of Mall GLA             $226       $204       $260       $245       $262       $285       $259       $335       $348
Minimum Rent/Sales Ratio                8.6%       7.1%       8.3%        --         --         --        6.8%      10.2%       8.1%
Total Occupancy Cost/Sales Ratio       12.2%      10.0%      12.4%                 11.2%        - -      10.2%      14.8%      11.7%
Mall Shop Occupancy Level              88.7%      84.0%      85.0%      87.0%      92.9%        --       86.2%      86.6%      93.3%

====================================================================================================================================
- -----------------------------
Share Prices
- -----------------------------

IPO Date                           10/27/93     8/9/93    6/30/94     4/8/93     3/9/94       1966   12/26/93   11/18/92    10/6/93
IPO Price                            $19.50     $17.25     $14.75     $22.00     $19.00         --     $22.25     $11.00     $23.50
Current Price (12/15/95)             $21.63      $7.38     $13.00     $19.13     $19.75     $19.63     $25.13      $9.75     $21.75
52 - Week High                       $22.00     $14.13     $15.13     $22.63     $21.88     $22.63     $26.00     $10.38     $22.50
52 - Week Low                        $17.38      $6.50     $12.00     $18.13     $19.25     $17.50     $22.50      $8.88     $18.75

====================================================================================================================================
- -----------------------------
Capitalization & Yields
- -----------------------------

Outstanding Shares***                 30.20      36.85      89.60      43.37      31.45      47.87      95.64     125.85      21.19
Market Capitalization***               $653       $272     $1,165       $830       $621       $940     $2,403     $1,227       $461
Annual Dividend                       $1.59      $0.80      $1.26      $1.72      $1.68      $0.80      $1.97      $0.88      $1.94
Dividend Yield (12/15/95)              7.35%     10.84%      9.69%      8.99%      8.51%      4.08%      7.84%      9.03%      8.92%
FFO 1995****                          $1.85      $1.50      $1.53      $1.96      $1.92      $1.92      $2.28      $0.91      $2.17
FFO Yield (12/15/95)                   8.55%     20.33%     11.77%     10.25%      9.72%      9.78%      9.07%      9.33%      9.98%
====================================================================================================================================
Source: Salomon Bothers and Realty Stock Review; Annual Reports
*    Super Regional Center (>= 800,000 Sq. Ft.).
**   Numbers in thousands (000) includes malls only.
***  Numbers in millions.
**** Funds From Operations is defined as net income (loss) before depreciation, amortization, other non-cash items, extraordinary
     items, gains or losses on sales of assists and before minority interests in the Operating Partnership.
====================================================================================================================================
</TABLE>

================================================================================

                                      -22-
<PAGE>
                                               National Retail Market Overview
================================================================================

Shopping Center REITs

     Shopping center REITs comprise the largest sector of the retail REIT market
accounting for 29 out of the total 47 securities. General characteristics of
eight of the largest shopping center REITs are summarized on Table C. The public
equity market capitalization of the eight companies totaled $6.1 billion as of
December 15, 1995. The two largest, Kimco Realty Corp. and New Plan Realty Trust
have a market capitalization equal to approximately 34.5 percent of the group
total.

     While the regional mail and outlet center REIT markets struggled through
1995, shopping center REITs showed a positive November 30, 1995 year-to-date
return of 2.87%. Through 1995, transaction activity in the national shopping
center market has been moderate. Most of the action in this market is in the
power center segment. As an investment, power centers appeal to investors and
REITs because of the high current cash returns and long-term leases. However,
with their popularity, the potential for overbuilding is high. Also creating
skepticism within this market is the stability of several large discount
retailers such as Kmart, and other discount department stores which typically
anchor power centers. Shopping center REITs which hold numerous properties where
struggling retailers are located are currently keeping close watch over these
centers in the event of these anchor tenants vacating their space.

     Similar to the regional mall REITs, shopping center REITs have been
publicly traded for only a short period and do not have a defined track record.
While the REITs have been in existence for a relatively short period, the growth
requirements of the companies should place upward pressure on values due to
continued demand for new product.







================================================================================

                                      -23-
<PAGE>
                                               National Retail Market Overview
================================================================================


<TABLE>
====================================================================================================================================
Table C - SHOPPING CENTER REIT ANALYSIS
Cushman & Wakefield, Inc.
<CAPTION>
====================================================================================================================================
REIT PORTFOLIO                      DDR          FRT          ORT          JPR          KIM           WR          VNO          WRI
                                 Devel.      Federal     Glimcher           JP        Kimco     New Plan       Vomado   Weingarten
                            Diversified   Realty Inv       Realty   Realty Inc  Realty Corp       Realty       Realty       Realty
====================================================================================================================================
<S>                              <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
- -----------------------------
Company Overview
- -----------------------------

Total Properties                    111           53           84           46          193          123           65          161
Total Retail Centers                104           53           84           40          193          102           56          141
Total Retail GLA*                23,600       11,200       12,300        6,895       26,001       14,500        9,501       13,293
Avg. Total GLA Center*              227          211          146          172          135          142          170           94

====================================================================================================================================
- -----------------------------
Mall Operations
- -----------------------------

Reporting Year                       --           --         1994           --         1994           --           --         1994
Total Rental Income                  --           --      $71,101           --     $125,272           --           --     $112,233
Average Rent/Square Foot          $6.04           --        $5.78           --        $4.82           --           --        $8.44
Total Operating Expenses             --           --      $45,746           --      $80,563           --           --      $76,771
Operating Expenses/Square Foot       --           --        $3.72           --        $3.10           --           --        $5.78
Operating Expense Ratio              --           --         64.3%          --         64.3%          --           --         68.4%
Total Occupancy Level              96.6%        95.1%        96.3%        94.0%        94.7%        95.4%        94.0%        92.0%

====================================================================================================================================
- -----------------------------
Share Prices
- -----------------------------

IPO Date                           1992         1993         1994         1994         1991         1973         1993         1985
IPO Price                        $19.50       $17.25       $14.75       $22.00       $19.00       $22.25                        --
Current Price (12/15/95)         $29.88       $23.38       $17.75       $20.63       $42.25       $21.63       $36.13       $36.13
52 - Week High                   $32.00       $23.75       $22.38       $21.38       $42.25       $23.00       $38.13       $38.13
52 - Week Low                    $26.13       $19.75       $16.63       $17.38       $35.00       $18.75       $32.75       $32.75


====================================================================================================================================
- -----------------------------
Capitalization & Yields
- -----------------------------

Outstanding Shares**              18.96        32.22        24.48        19.72        22.43        53.26        24.20        26.53
Market Capitalization**            $567         $753         $435         $407         $948       $1,152         $874         $959
Annual Dividend                   $2.40        $1.64        $1.92        $1.68        $2.16        $1.39        $2.24        $2.40
Dividend Yield (12/15/95)          8.03%        7.01%       10.82%        8.14%        5.11%        6.43%        6.20%        6.64%
FFO 1995***                       $2.65        $1.78        $2.25        $1.83        $3.15        $1.44        $2.67        $2.80
FFO Yield (12/15/95)               8.87%        7.61%       12.68%        8.87%        7.46%        6.66%        7.39%        7.75%

====================================================================================================================================
Source: Salomon Bothers and Realty Stock Review, Annual Reports
*    Numbers in thousands (000) includes retail properties only.
**   Numbers in millions.
***  Funds From Operations is defined as net income (loss) before depreciation, amortization, other non-cash items, extraordinary
     items, gains or losses on sales of assets and before minority interests in the Operating Partnership.
====================================================================================================================================
</TABLE>





================================================================================

                                      -24-
<PAGE>
                                               National Retail Market Overview
================================================================================

Outlook

     A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

     With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

     o    The gradual obsolescence of some existing retail locations and retail
          facilities;

     o    The evolution of the locational needs and format preferences of
          various anchor tenants; and

     o    Rising retail sales generated by increasing population and household
          levels.

     By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion, shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1694 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

     On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer. There will
continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet the
needs of the consumer. Quite obviously, many of the nations' existing retail
developments will find it difficult if not impossible to compete. Tantamount to
the success of these older centers must be a proper merchandising or
repositioning strategy that adequately considers the feasibility of the capital
intensive needs of such an undertaking. Coincident with all of the change which
will continue to influence the industry is a general softening of investor
bullishness. This will lead to a realization that the collective interaction of
the fundamentals of risk and reward now require higher capitalization rates and
long term yield expectations in order to attract investment capital.





================================================================================

                                      -25-

<PAGE>


<TABLE>

                                                      URBAN RETAIL PROPERTIES CO.
Property: DOVER MALL                               1996 COMMERCIAL OPERATING BUDGET
Company #: 9135
GLA - Small Shop: 232,361                             YR-TO-YR BUDGET COMPARISON
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                           1995    1995 Budget 1995 Proj   1995 Proj   1996   1996 Budget   Variance     % Variance 
                                          Budget   /sq. Feet     Actual    Act/Sq Ft  Budget    Sq Ft    96 Bud/95 Act 96 Bud/95 Act
====================================================================================================================================
<S>                                      <C>          <C>       <C>         <C>     <C>         <C>           <C>         <C>       
INCOME:                                                                                                                             
Rental Income                            4,464,850    $15.22    4,551,242   $19.60  4,594,881   $19.78        43,639      0.96%     
Percentage Rent                            476,987      2.05      456,987     1.97    484,454     2.09        27,467      6.01%     
Common Area Income                       1,654,757      7.12    1,596,200     6.87  1,607,477     6.92        11,277      0.71%     
Food Court Income                           74,029      0.32       66,100     0.28     49,932     0.21       (16,168)   -24.46%     
Real Estate Tax Income                     326,941      0.98      342,011     1.04    294,756     1.27        52,745     21.79%     
??Liability Income                         176,824      0.76      175,616     0.76    180,975     0.78         5,359      3.05%     
Other Tenant Charges                         3,405      0.01        1,713     0.01      1,512     0.01          (201)   -11.73%     
Miscellaneous Income                         3,600      0.02       13,300     0.19      7,325     0.03       (35,975)   -83.08%     
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME                             7,080,393     30.48    7,133,169    30.71  7,221,312   $31.09        88,143      1.24%     
- ------------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Advertising/Promotion                            0     $0.00        5,400    $0.02          0    $0.00        (5,400)  -100.00%     
Administrative                              43,830      0.19       40,460     0.17     39,940     0.17        (1,520)    -3.76%     
Janitorial/Cleaning                        201,600      0.87      200,400     0.86    212,400     0.91        12,000      5.99%     
Building Decorating                          8,100      0.03       11,370     0.05      3,000     0.01        (8,370)   -73.61%     
Lawn Maintenance                           104,700      0.45      113,328     0.49    105,176     0.45        (8,152)    -7.19%     
Security                                   214,850      0.93      214,850     0.93    258,755     1.11        43,905     20.44%     
Rubbish Removal                             81,000      0.35       45,000     0.19          0     0.00       (45,000)   100.00%     
Snow Removal                                29,700      0.07       10,510     0.07    15,???0     0.07         4,670     44.15%     
Parking Lot Repairs & Maintenance           45,670      0.20       17,500     0.16     29,000     0.12       (8,5000)    22.67%     
Building Maintenance & Repair              170,209      0.73      139,102     0.60    233,185     1.00        94,083     67.64%     
Payroll - Salary/Bonus                     234,019      1.01      238,019     1.02    247,634     1.07         9,615      4.04%     
Payroll - Taxes/Insurance                   48,852      0.21       47,603     0.20     49,528     0.21         1,925      4.04%     
Other Operating Expenses                    69,994      0.30       64,999     0.28     60,553     0.26        (4,446)     6.84%     
Management Fees                            194,443      0.84      200,329     0.86    205,102     0.88         4,773      2.38%     
General Insurance                           70,822      0.30       71,174     0.31     74,773     0.32         3,599      5.06%     
Professional Services                      112,900      0.49       95,200     0.41    100,700     0.43         5,500      5.78%     
Utility - Electricity                      420,376      1.81      419,519     1.81    420,882     1.81         1,363      0.32%     
         - Gas/Fuel                              0      0.00            0     0.00          0     0.00             0      0.00%     
         - Water/Sewer                      13,081      0.06       15,485     0.07     15,919     0.07           434      2.80%     
Real Estate Taxes (Inc.Consultant Fees)    426,028      1.83      391,292     1.68    411,959     1.77        20,667      5.28%     
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                           2,481,174    $10.68    2,361,560   $10.17  2,482,706   $10.69       121,146      5.13%
- ------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                     4,599,219    $19.80    4,771,609   $20.54  4,738,606   $20.40       (33,003)    -0.69%     
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Interest                        3,204,204    $13.80    3,204,204   $13.80  3,204,204   $13.80             0      0.00%     
Mortgage Principal                               0      0.00            0     0.00          0     0.00             0      0.00%     
Additional Mortgage Interest                     0      0.00            0     0.00          0     0.00             0      0.00%     
Land Rent                                    4,750      0.02        4,750     0.02      4,750     0.02             0      0.00%     
Additional Land Rent                             0      0.00            0     0.00          0     0.00             0      0.00%     
Owner Interest Expense                           0      0.00            0     0.00          0     0.00             0      0.00%     
- ------------------------------------------------------------------------------------------------------------------------------------
   SUB-TOTAL OPERATING CASH FLOW         1,390,265     $5.99    1,562,655    $6.73  1,529,652     6.59       (33,003)    -2.11%     
- ------------------------------------------------------------------------------------------------------------------------------------
NET MARKETING/MEDIA FUNDS (Rec/Disb)             0     $0.00            0    $0.00          0    $0.00             0      0.00%     
- ------------------------------------------------------------------------------------------------------------------------------------
   OPERATING CASH FLOW                   1,390,265     $5.99    1,562,655    $6.73  1,529,652    $6.59       (33,003)    -2.11%     
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Improvements                        610,000     $2.63      550,000    $2.37    240,000    $1.03      (310,000)   -56.36%     
Rental Improvements                        360,000      1.55      400,000     1.72    389,000     1.67       (11,000)    -2.75%     
Case Commissions                                 0      0.00            0     0.00          0     0.00             0      0.00%     
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOW                                  420,265     $1.81      612,655    $2.64    900,652    $3.88       287,997     47.01%
====================================================================================================================================
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                       Reference   
                                         Pg No   GENERAL INFORMATION
=====================================================================
<S>                                      <C>     <C>
INCOME:                                          GLA with all Department Stores =       671,7?
Rental Income                            30
Percentage Rent                          30      GLA with Owned Department Stores =     418,2?
Common Area Income                       30
Food Court Income                        30          DEPARTMENT STORES                  SQUARE
Real Estate Tax Income                   30          -----------------                  ------
??Liability Income                       61          1.  LEGGETT                         74,6?
Other Tenant Charges                     61          2.  SEARS                          111,3?
Miscellaneous Income                     61          3.  BOSCOV'S                       137,0?
- -------------------------------------------          4.  JC PENNEY                      116,4?
TOTAL INCOME                                         5.
- -------------------------------------------          6.
EXPENSES:                                              -----------------------          ------ 
Advertising/Promotion                    62              DEPT. STORE TOTAL              439,4? 
Administrative                           62            
Janitorial/Cleaning                      63
Building Decorating                      63        Date of Purchase:         01-Dec-86
Lawn Maintenance                         64          Purchase Price:
Security                                 64               Ownership: CADILLAC FAIRVIEW
Rubbish Removal                          64           Cash Invested:
Snow Removal                             64                                            
Parking Lot Repairs & Maintenance        64        Sales PSF (Rolling 12 Months)          5271
Building Maintenance & Repair            67        -------------------------------------------
Payroll - Salary/Bonus                   66
Payroll - Taxes/Insurance                66      PAYROLL NOTES
Other Operating Expenses                 69      =============
Management Fees                          70                                       1995 Budgets
General Insurance                        70
Professional Services                    70
Utility - Electricity                    71                              1995 Projected Actual
         - Gas/Fuel                      71
         - Water/Sewer                   72
Real Estate Taxes (Inc.Consultant Fees)  72                                       1996 Budgets
- -------------------------------------------
TOTAL EXPENSES                        
- -------------------------------------------
    NET OPERATING INCOME                                         Variance - 1996 Budget vs 199?
- ----------------------------------------------------------------------------------------------
Mortgage Interest                        72      MARKETING FUND NOTES
Mortgage Principal                       72      ====================
Additional Mortgage Interest             72                              Marketing Fund Income
Land Rent                                72                  Owner's Contribution & Subsidiary
Additional Land Rent                     72                                  Media Fund Income
Owner Interest Expense                   72
- -------------------------------------------                        ---------------------------
   SUB-TOTAL OPERATING CASH FLOW                                                  TOTAL INCOME
- -------------------------------------------                        ---------------------------
NET MARKETING/MEDIA FUNDS (Rec/Disb)                                Marketing & Media Expenses
- -------------------------------------------                        ---------------------------
   OPERATING CASH FLOW                                             Net Marketing & Media Funds
- -------------------------------------------                        ===========================
Tenant Improvements                      73
Rental Improvements                      73
Base Commissions                         73
- -------------------------------------------
CASH FLOW                             
==============================================================================================
</TABLE>


<PAGE>


<TABLE>
                                                      URBAN RETAIL PROPERTIES CO.
Property: DOVER COMMONS                           1996 COMMERCIAL OPERATING BUDGET
Company #: 9134
GLA - Small Shop: 23,005                             YR-TO-YR BUDGET COMPARISON
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                            1995  1995 Budget   1995 Proj 1995 Proj    1996   1996 Budget   Variance      Variance  
                                           Budget  /Sq. Feet     Actual   Act/Sq Ft   Budget    /Sq Ft     96Bud/95Act 96Bud/95Act 
====================================================================================================================================
<S>                                      <C>          <C>       <C>         <C>     <C>         <C>           <C>         <C>       
INCOME:                                                                                                                             
Total Income                               458,291    $19.92      516,088   $22.43    553,975   $24.08        37,887        7.34%   
Percentage Rent                                  0      0.00        2,000     0.09          0     0.00        (2,000)    -100.00%   
Common Area Income                          44,527      1.92       53,711     2.33     59,545     2.59         5,834       10.86%   
Food Court Income                                0      0.00            0     0.00          0     0.00             0        0.00%   
Real Estate Tax Income                      17,587      0.76       20,956     0.91     29,305     1.27         8,349       39.84%   
??Liability Income                               0      0.00            5     0.00          0     0.00            (5)    -100.00%   
Other Tenant Charges                             0      0.00            0     0.00          0     0.00             0        0.00%   
Miscellaneous Income                             0      0.00       19,436     0.84          0     0.00       (19,436)    -100.00%   
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME                               520,005    $22.60      612,196   $26.61    642,825   $27.94        30,629        5.00%   
- ------------------------------------------------------------------------------------------------------------------------------------
EXPENSES:                                                                                                                           
Advertising/Promotion                            0     $0.00            0    $0.00          0    $0.00             0        0.00%   
Administrative                               2,024      0.09        1,499     0.07      2,799     0.12         1,300       86.72%   
Janitorial/Cleaning                             60      0.00           60     0.00         60     0.00             0        0.00%   
Building Decorating                              0      0.00            0     0.00          0     0.00             0        0.00%   
Lawn Maintenance                             6,400      0.28        7,200     0.31      8,300     0.36         1,100       15.28%   
Security                                         0      0.00            0     0.00          0     0.00             0        0.00%   
Rubbish Removal                              4,560      0.20        4,560     0.20      4,560     0.20             0        0.00%   
Snow Removal                                 2,200      0.10          960     0.04      2,200     0.10         1,240      129,17%   
Parking Lot Repairs & Maintenance           14,800      0.64        8,100     0.35      6,100     0.27        (2,000)     -24.69%   
Building Maintenance & Repair                4,250      0.18        4,960     0.22      6,160     0.27         1,200       24.19%   
Payroll - Salary/Bonus                      10,241      0.45       10,241     0.45     10,381     0.45           140        1.37%   
Payroll - Taxes/Insurance                        0      0.00            0     0.00          0     0.00             0        0.00%   
Other Operating Expenses                       968      0.04          632     0.04        832     0.04             0        0.00%   
Management Fees                             18,331      0.80       20,643     0.90     22,139     0.96         1,496        7.25%   
General Insurance                            8,700      0.38        8,155     0.35      8,563     0.37           408        5.00%   
Professional Services                        5,400      0.23       11,208     0.49      3,000     0.13        (8,208)     -73.23%   
Utility - Electricity                        5,069      0.22        7,728     0.34      6,779     0.29          (949)     -12.28%   
         - Gas/Fuel                              0      0.00            0     0.00          0     0.00             0        0.00%   
         - Water/Sewer                       1,230      0.05        2,413     0.10        905     0.04        (1,508)     -62.49%   
Real Estate Taxes (Inc. Consultant Fees)    28,776      1.25       30,773     1.34     32,236     1.40         1,463        4.75%   
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                             113,009     $4.91      119,332    $5.19    115,014    $5.00        (4,318)      -3.62%   
- ------------------------------------------------------------------------------------------------------------------------------------
   NET OPERATING INCOME                    406,996    $17.69      492,864   $21.42    527,811   $22.94        34,947        7.09%   
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Interest                                0      0.00            0     0.00          0     0.00             0        0.00%   
Mortgage Principal                               0      0.00            0     0.00          0     0.00             0        0.00%   
Additional Mortgage Interest                     0      0.00            0     0.00          0     0.00             0        0.00%   
Land Rent                                        0      0.00            0     0.00          0     0.00             0        0.00%   
Additional Land Rent                             0      0.00            0     0.00          0     0.00             0        0.00%   
Owner Interest Expense                           0      0.00            0     0.00          0     0.00             0        0.00%   
- ------------------------------------------------------------------------------------------------------------------------------------
   SUB-TOTAL OPERATING CASH FLOW           406,996    $17.69      492,884   $21.42    527,811   $22.94        34,947        7.09%   
- ------------------------------------------------------------------------------------------------------------------------------------
NET MARKETING/MEDIA FUNDS (Rec/Disb)             0     $0.00            0    $0.00          0    $0.00             0        0.00%   
- ------------------------------------------------------------------------------------------------------------------------------------
   OPERATING CASH FLOW                     406,996    $17.69      492,864   $21.42    527,811   $22.94        34,947        7.09%   
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Improvements                              0     $0.00            0    $0.00          0    $0.00             0        0.00%   
Rental Improvements                         35,000      1.52       38,000     1.65          0     0.00       (38,000)    -100.00%   
Case Commissions                                 0      0.00       14,000     0.61          0     0.00       (14,000)    -100.00%   
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOW                                  371,996    $16.17      440,864   $19.16    527,811   $22.94        86,947       19.72%   
====================================================================================================================================
<CAPTION>                                                                                                               
- -------------------------------------------------------------------------------------------------                       
                                         Reference                                                                      
                                           Pg No    GENERAL INFORMATION                                                 
========================================================================                                               
<S>                                         <C>     <C>                                          
INCOME:                                             GLA With All Department Stores =          51.
Total Income                                24                                                   
Percentage Rent                             24      GLA With Owned Department Stores =        51.
Common Area Income                          24                                                   
Food Court Income                           24          DEPARTMENT STORES                  SQUARE
Real Estate Tax Income                      24          -----------------                  ------
??Liability Income                          35          1.  SILO                              11.
Other Tenant Charges                        35          2.  PIER 1                             8.
Miscellaneous Income                        35          3.  RAINBOW RECORDS                    8.
- ----------------------------------------------------    4.
TOTAL INCOME                                            5. 
- ----------------------------------------------------    6.
EXPENSES:                                                       -----------------          ------
Advertising/Promotion                       36                  DEPT. STORE TOTAL             28.
Administrative                              36                 
Janitorial/Cleaning                         37                                                   
Building Decorating                         37        Date of Purchase:         01-JAN-88        
Lawn Maintenance                            38          Purchase Price:                          
Security                                    38               Ownership:      CADILLAC FAIRVIEW   
Rubbish Removal                             38           Cash Invested:                          
Snow Removal                                38                                                   
Parking Lot Repairs & Maintenance           38        Sales PSF (Rolling 12 Months)          $17?
Building Maintenance & Repair               39        -------------------------------------------
Payroll - Salary/Bonus                      40                                                   
Payroll - Taxes/Insurance                   40      PAYROLL NOTES                                
Other Operating Expenses                    42      =============                                
Management Fees                             43                                       1995 Budgets
General Insurance                           43                                                   
Professional Services                       43                                                   
Utility - Electricity                       44                              1995 Projected Actual
         - Gas/Fuel                         44                                                   
         - Water/Sewer                      45                                                   
Real Estate Taxes (Inc. Consultant Fees)    45                                       1996 Budgets
                                                                                                 
- ----------------------------------------------------                                             
TOTAL EXPENSES                                                                                   
- ----------------------------------------------------               Variance - 1996 Budget vs 199?
   NET OPERATING INCOME                             ---------------------------------------------
- ----------------------------------------------------MARKETING FUND NOTES                         
Mortgage Interest                           45      ====================                         
Mortgage Principal                          45                              Marketing Fund Income
Additional Mortgage Interest                45                  Owner's Contribution & Subsidiary
Land Rent                                   45                                  Media Fund Income
Additional Land Rent                        45                                                   
Owner Interest Expense                      45                        ---------------------------
- ----------------------------------------------------
   SUB-TOTAL OPERATING CASH FLOW                                                     TOTAL INCOME
- ----------------------------------------------------
NET MARKETING/MEDIA FUNDS (Rec/Disb)                                  ---------------------------
- ----------------------------------------------------
   OPERATING CASH FLOW                                                 Marketing & Media Expenses
- ----------------------------------------------------
Tenant Improvements                         46                        ---------------------------
Rental Improvements                         46                        Net Marketing & Media Funds
Base Commissions                            46                        ===========================
- ----------------------------------------------------
CASH FLOW                                                                                        
================================================================================================
</TABLE>

<PAGE>

FEB 1,1996 03:20

<TABLE>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC., 95
                                                          9135: DOVER MALL
<CAPTION>
                                          ------------DECEMBER----------------------  ------------YEAR TO DATE--------------------- 
                                            AREA      1995         1994       +/-%       AREA        1995         1994        +/-%  
                                          -------- ----------- ------------ -------- ------------ ----------- ------------- --------
*** ALL COMPARABLE TENANTS EXCLUDING ANCHORS ***
<S>                                        <C>      <C>          <C>          <C>         <C>      <C>           <C>           <C>  
                                           174,088   9,025,239    9,690,466     -6.9      169,159  43,746,717    44,394,003     -1.5
- ------------------------------------------------------------------------------------------------------------------------------------
*** ALL COMPARABLE TENANTS INCLUDING ANCHORS ***
                                           192,298   9,202,526    9,868,856     -6.8      187,369  45,325,890    46,079,366     -1.6
- ------------------------------------------------------------------------------------------------------------------------------------
*** NON COMPARABLE TENANTS ***

ACTIVE MALL SHOPS                           21,645     908,358       39,231 ********       26,574   3,401,051       878,379    287.2
INACTIVE MALL SHOPS                          3,848           0      260,163   -100.0        3,848     182,143     2,289,163    -92.0
ACTIVE MAJORS                              185,980           0            0      0.0      185,980  31,292,550    28,089,106     11.4
INACTIVE MAJORS                                  0           0            0      0.0            0           0             0     0.0 

ACTIVE NONCOMPARABLE TENANTS are tenants which DO NOT have sales reported for each month of the reporting period (month,
year-to-date, rolling-12) but which are still operating in the center. INACTIVE NONCOMPARABLE TENANTS are tenants which have CLOSED
in the last twenty four months.
- ------------------------------------------------------------------------------------------------------------------------------------
**** TOTAL MALL SHOP SALES ***

LEASED SALES AREA                          195,733   9,933,597    9,989,860     -0.6      195,733  47,329,910    47,561,546     -0.5

LEASED SALES AREA uses area of open sales reporting tenants as the sales per square foot divisor, and sales from all stores.
- ------------------------------------------------------------------------------------------------------------------------------------
*** TOTAL SALES ***

SALES REPORTING AREA                       399,923  10,110,884   10,168,250     -0.6      399,923  80,201,633    77,336,014      3.7

SALES REPORTING AREA uses area of open sales reporting tenants INCLUDING MAJORS as the sales per square foot divisor.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
TOTAL SALES IN 1994:                                77,336,013
NONREPORTING SQUARE FOOTAGE:                            16,256                                                                      
GROSS LEASABLE AREA OF MALL:                           215,837                                                                      
PERCENTAGE OF MALL AREA WITH 12-MONTH COMPARABLE SHOPS:               78.37                                                         
PERCENTAGE OF SALES REPORTING TENANTS THAT ARE 12-MONTH COMPARABLE:   86.30                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                           -----------------ROLLING 12 MONTHS THROUGH--------------------------------
                                              AREA        12/95         PSF         12/94         PSF         +/-%
                                           ---------- ------------- ----------- -------------- ------------ ---------
*** ALL COMPARABLE TENANTS EXCLUDING ANCHORS ***
<S>                                            <C>        <C>             <C>        <C>              <C>          <C>
                                               169,159    43,746,717      258.61     44,394,003       262.44       -1.5
- -----------------------------------------------------------------------------------------------------------------------
*** ALL COMPARABLE TENANTS INCLUDING ANCHORS ***
                                               187,369    45,325,890      241.91     46,079,366       245.93       -1.6
- -----------------------------------------------------------------------------------------------------------------------
*** NON COMPARABLE TENANTS ***

ACTIVE MALL SHOPS                               26,574     3,401,051      127.98        878,379        33.05      287.2
INACTIVE MALL SHOPS                              3,848       182,143       47.33      2,289,163       594.90      -92.0
ACTIVE MAJORS                                  185,980    31,292,550      168.26     28,089,106       151.03       11.4
INACTIVE MAJORS                                      0             0        0.00              0         0.00        0.0


ACTIVE NONCOMPARABLE TENANTS are tenants which DO NOT have sales reported for each month of the reporting period (month,
year-to-date, rolling-12) but which are still operating in the center. INACTIVE NONCOMPARABLE TENANTS are tenants which have CLOSED
in the last twenty four months.
- -----------------------------------------------------------------------------------------------------------------------------------
**** TOTAL MALL SHOP SALES ***

LEASED SALES AREA                              195,733    47,329,910      241.81     47,561,546       242.99       -0.5

LEASED SALES AREA uses area of open sales reporting tenants as the sales per square foot divisor, and sales from all stores.
- -----------------------------------------------------------------------------------------------------------------------------------
*** TOTAL SALES ***

SALES REPORTING AREA                           399,923    80,201,633      200.54     77,336,014       193.38        3.7

SALES REPORTING AREA uses area of open sales reporting tenants INCLUDING MAJORS as the sales per square foot divisor.
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                    COMPARABLE MALL SHOP SALES PER SQUARE FOOT

                                                                                                    CURRENT YEAR    PREVIOUS YEAR
                                                                                     MONTHLY:            51.84          55.66
                                                                                YEAR TO DATE:           258.61         262.43
                                                                                ROLLING YEAR:           258.61         262.43
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
FEB 1, 1996 03:20
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                         COMPARABLE SUMMARY
                                                          9135: DOVER MALL

                                                                                                                                  
                                     -----------------DECEMBER-------------------     ------------------YEAR TO DATE--------------
                                       AREA         1995        1994         +/-%       AREA        1995          1994        +/-%  
                                     -------     ---------    ---------     -----     -------     ---------     ---------    -----
<S>                                  <C>         <C>          <C>             <C>     <C>        <C>           <C>             <C>  
GENERAL MERCHANDISE                    2,500       142,372      130,373       9.2       2,500       805,773       726,124     11.0  
FOOD SPECIALTY                         3,723       214,101      272,159     -21.3       3,723     1,462,084     1,446,870      1.1  
RESTAURANTS                           10,930       385,948      394,677      -2.2      10,938     2,855,940     2,905,882     -1.7  
FOOD COURT                             6,051       322,611      322,713      -0.0       6,051     2,220,163     2,245,525     -1.1  
WOMEN'S SPECIALTY                     10,505       620,993      620,998       0.0      10,505     2,529,236     2,437,513      3.8  
WOMEN'S READY-TO-WEAR                 28,843       616,551      764,185     -19.3      28,843     3,494,968     3,885,631    -10.1  
MEN'S READY-TO-WEAR                    2,524        99,311      108,591      -8.5       2,524       468,556       494,728     -5.3  
UNISEX APPAREL                        25,546     1,016,538    1,174,269     -13.4      25,546     4,844,528     5,255,972     -7.8  
OTHER APPAREL                          2,480       212,654      240,697     -11.7       2,480       600,944       652,276     -7.9  
FAMILY SHOES                           7,397       181,045      186,041      -2.7       7,397     1,474,006     1,510,860     -2.4  
MEN'S & BOYS' SHOES                    4,056       141,665      147,001      -3.6       4,056       826,181       865,331     -4.5  
ATHLETIC SHOES                         5,140       408,680      429,177      -4.8       5,140     2,994,693     2,834,144      5.7  
HOME FURNISHINGS                       4,489       167,610      192,044     -12.7         685       203,743       257,381    -20.8  
MUSIC & ELECTRONICS                   11,996     1,098,030    1,179,260      -6.9      11,996     4,779,953     4,879,182     -2.0  
HOBBY & SPECIAL INTEREST               5,302       450,115      482,753      -6.8       5,302     1,617,867     1,605,021      0.8  
GIFTS & SPECIALTY                     12,342       803,044      832,296      -3.5      12,182     2,948,485     3,073,231     -4.1  
COSTUME JEWELRY                          910       165,143      177,768      -7.1         910       699,618       666,985      4.9  
JEWELRY                                8,518     1,293,737    1,345,599      -3.9       8,518     4,707,215     4,506,090      4.5  
HEALTH & BEAUTY AIDS                   6,067       184,551      104,792       0.1       6,067       963,123       975,113     -1.2  
OTHER RETAIL                           3,511       272,054      203,520       1.0       9,911     1,479,061     1,490,810      1.1  
PERSONAL SERVICES                      6,153       170,143      159,951       6.4       5,188     1,242,360     1,144,581      8.5  
RECREATION & COMMUNITY                 5,097        57,543       61,602      -6.6       5,097       528,216       526,735      0.3  
                                     -------     ---------    ---------       ---     -------    ----------    ----------      ---  
TOTAL                                174,088     9,025,239    9,690,466      -6.9     169,159    43,746,717    44,394,003     -1.5  
ANCHORS                               18,210       177,287      178,391      -0.6      18,210     1,579,173     1,685,362     -6.3  
                                     -------     ---------    ---------       ---     -------    ----------    ----------      ---  
TOTAL                                192,298     9,202,526    9,868,856      -6.8     187,369    45,325,890    46,079,366     -1.6  


<CAPTION>
                                  --------------------ROLLING 12 MONTHS THROUGH------------------------
                                    AREA         12/95        PSF         12/94          PSF       +/-% 
                                  -------     ----------     ------    ----------       -----      ----       
<S>                               <C>         <C>            <C>       <C>              <C>         <C> 
GENERAL MERCHANDISE                 2,500        805,773     322.31       726,124       290.45     11.0 
FOOD SPECIALTY                      3,723      1,462,084     392.72     1,446,870       388.63      1.1 
RESTAURANTS                        10,938      2,855,940     261.10     2,905,882       265.67     -1.7 
FOOD COURT                          6,051      2,220,163     366.91     2,245,525       371.10     -1.3 
WOMEN'S SPECIALTY                  10,505      2,529,236     240.76     2,437,513       232.03      3.8 
WOMEN'S READY-TO-WEAR              28,843      3,494,968     121.17     3,885,631       134.72    -10.1 
MEN'S READY-TO-WEAR                 2,524        468,556     185.64       494,728       196.01     -5.3 
UNISEX APPAREL                     25,546      4,844,528     189.64     5,255,972       205.75     -7.8 
OTHER APPAREL                       2,480        600,944     242.32       652,276       263.01     -7.5 
FAMILY SHOES                        7,397      1,474,006     199.27     1,510,860       204.25     -2.4 
MEN'S & BOYS' SHOES                 4,056        826,181     203.69       865,331       213.35     -4.5 
ATHLETIC SHOES                      5,140      2,994,693     582.63     2,834,144       551.39      5.7 
HOME FURNISHINGS                      685        203,743     297.43       257,381       375.74    -20.8 
MUSIC & ELECTRONICS                11,996      4,779,953     398.46     4,879,182       406.73     -2.0 
HOBBY & SPECIAL INTEREST            5,302      1,617,867     305.14     1,605,021       302.72      0.8 
GIFTS & SPECIALTY                  12,182      2,948,485     242.04     3,073,231       252.28     -4.1 
COSTUME JEWELRY                       910        699,618     768.81       666,985       732.95      4.9 
JEWELRY                             8,518      4,707,215     552.62     4,506,090       529.01      4.5 
HEALTH & BEAUTY AIDS                6,067        963,123     158.75       975,113       160.72     -1.2 
OTHER RETAIL                        9,011      1,479,063     421.27     1,498,810       424.90     -1.1 
PERSONAL SERVICES                   5,188      1,242,360     239.47     1,144,581       220.62      8.5 
RECREATION & COMMUNITY              5,097        528,216     103.63       526,735       103.34      0.3 
                                  -------     ----------     ------    ----------       ------      --- 
TOTAL                             169,159     43,746,717     258.61    44,394,003       262.44     -1.5 
ANCHORS                            18,210      1,579,173      86.72     1,685,362        92.55     -6.3 
                                  -------     ----------     ------    ----------       ------      --- 
TOTAL                             187,369     45,325,890     241.91    46,079,366       245.93     -1.6 
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                         COMPARABLE SUMMARY
                                                          9135: DOVER MALL

                                         -------------------DECEMBER---------------     ---------------YEAR TO DATE---------------- 
                                           AREA         1995       1994        +/-%        AREA          1995          1994    +/-% 
<S>                                     <C>        <C>           <C>            <C>     <C>        <C>           <C>            <C> 
GENERAL MERCHANDISE                       2,500       142,372      130,373      9.2       2,500       805,773       726,124    11.0 
FOOD SPECIALTY                            3,723       214,101      272,159    -21.3       3,723     1,462,084     1,446,870     1.1 
RESTAURANTS                              13,346       385,948      415,334     -7.1      13,346     2,979,485     3,017,414    -1.3 
FOOD COURT                                7,003       322,611      341,286     -5.5       7,003     2,295,820     2,390,305    -4.0 
WOMEN'S SPECIALTY                        10,505       620,993      620,998      0.0      10,505     2,529,236     2,437,513     3.8 
WOMEN'S READY-TO-WEAR                    28,843       616,551      764,185    -19.3      28,843     3,494,968     3,885,631   -10.1 
MEN'S READY-TO-WEAR                       2,524        99,311      108,591     -8.5       2,524       468,556       494,728    -5.3 
UNISEX APPAREL                           33,996     1,355,982    1,174,269     15.5      33,996     5,657,246     5,255,972     7.6 
OTHER APPAREL                             2,480       212,654      240,697    -11.7       2,480       600,944       652,276    -7.9 
FAMILY SHOES                              7,397       181,045      186,041     -2.7       7,397     1,474,006     1,510,860    -2.4 
MEN'S & BOYS' SHOES                       4,056       141,665      147,001     -3.6       4,056       826,181       865,331    -4.5 
ATHLETIC SHOES                            5,140       408,680      429,177     -4.8       5,140     2,994,693     2,834,144     5.7 
HOME FURNISHINGS                          4,489       167,610      192,044    -12.7       4,489       793,046       717,939    10.5 
MUSIC & ELECTRONICS                      11,996     1,098,030    1,179,260     -6.9      11,996     4,779,953     4,879,182    -2.0 
HOBBY & SPECIAL INTEREST                  8,402       583,516      482,753     20.9       8,402     1,769,410     1,605,021    10.2 
GIFTS & SPECIALTY                        19,077     1,238,557      832,296     48.8      19,077     4,379,040     3,181,290    37.6 
COSTUME JEWELRY                             910       165,143      177,768     -7.1         910       699,618       666,985     4.9 
JEWELRY                                   8,518     1,293,737    1,345,599     -3.9       8,518     4,707,215     4,506,090     4.5 
HEALTH & BEAUTY AIDS                      6,067       184,551      184,792     -0.1       6,067       963,123       975,113    -1.2 
OTHER RETAIL                              3,511       272,854      203,520      3.8       1,511     1,479,063     1,498,830     1.1 
PERSONAL SERVICES                         6,153       170,143      159,951      6.4       6,153     1,460,090     1,198,031    21.9 
RECREATION & COMMUNITY                    5,097        57,543       61,602     -6.6       5,097       528,216       526,735     0.3 
                                        -------    ----------    ---------    -----     -------    ----------    ----------   ----- 
TOTAL                                   195,733     9,933,597    9,729,696      2.1     195,733    47,147,767    45,272,382     4.1 
ANCHORS                                 204,190       177,287      178,391     -0.6     204,190    32,871,723    29,774,468    10.4 
                                        -------    ----------    ---------    -----     -------    ----------    ----------   ----- 
TOTAL                                   399,923    10,110,884    9,908,087      2.0     399,923    80,019,490    75,046,851     6.6 


<CAPTION>
                                     -------------------------ROLLING 12 MONTHS THROUGH-------------------  
                                       AREA         12/95        PSF        12/94           PSF       +/-%      
                                     -------     ----------     ------    ----------       ------    -----
<S>                                  <C>         <C>            <C>       <C>              <C>         <C>  
GENERAL MERCHANDISE                    2,500        805,773     322.31       726,124       290.45     11.0  
FOOD SPECIALTY                         3,723      1,462,084     392.72     1,446,870       388.63      1.1  
RESTAURANTS                           13,346      2,979,485     223.25     3,017,414       226.09     -1.3  
FOOD COURT                             7,003      2,295,820     327.83     2,390,305       341.33     -4.0  
WOMEN'S SPECIALTY                     10,505      2,529,236     240.76     2,437,513       232.03      3.8  
WOMEN'S READY-TO-WEAR                 28,843      3,494,968     121.17     3,885,631       134.72    -10.1  
MEN'S READY-TO-WEAR                    2,524        468,556     185.64       494,728       196.01     -5.3  
UNISEX APPAREL                        33,996      5,657,246     166.41     5,255,972       154.61      7.6  
OTHER APPAREL                          2,480        600,944     242.32       652,276       263.01     -7.9  
FAMILY SHOES                           7,397      1,474,006     199.27     1,510,860       204.25     -2.4  
MEN'S & BOYS' SHOES                    4,056        826,181     203.69       865,331       213.35     -4.5  
ATHLETIC SHOES                         5,140      2,994,693     582.63     2,834,144       551.39      5.7  
HOME FURNISHINGS                       4,489        793,046     176.66       717,939       159.93     10.5  
MUSIC & ELECTRONICS                   11,996      4,779,953     398.46     4,879,182       406.73     -2.0  
HOBBY & SPECIAL INTEREST               8,402      1,769,410     210.59     1,605,021       191.03     10.2  
GIFTS & SPECIALTY                     19,077      4,379,040     229.55     3,181,290       166.76     37.6  
COSTUME JEWELRY                          910        699,618     768.81       666,985       732.95      4.9  
JEWELRY                                8,518      4,707,215     552.62     4,506,090       529.01      4.5  
HEALTH & BEAUTY AIDS                   6,067        963,123     158.75       975,113       160.72     -1.2  
OTHER RETAIL                           1,511      1,479,063     421.27     1,498,830       426.90     -1.1  
PERSONAL SERVICES                      6,153      1,460,090     237.30     1,198,031       194.71     21.9  
RECREATION & COMMUNITY                 5,097        528,216     103.63       526,735       103.34      0.3  
                                     -------     ----------     ------    ----------       ------    -----  
TOTAL                                195,733     47,147,767     240.88    45,272,382       231.30      4.1  
ANCHORS                              204,190     32,871,723     160.99    29,774,468       145.82     10.4  
                                     -------     ----------     ------    ----------       ------    -----  
TOTAL                                399,923     80,019,490     200.09    75,046,851       187.65      6.6  
</TABLE>


<PAGE>


FEB 1, 1996 03:20


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                         COMPARABLE SUMMARY
                                                          9135: DOVER MALL

                                      --------------------DECEMBER-----------------     ----------------YEAR TO DATE--------------- 
                                       AREA          1995          1994        +/-%       AREA        1995          1994       +/-% 
                                      -------     ---------      ---------    -----     -------     ---------    ----------   ----- 
<S>                                   <C>        <C>            <C>           <C>       <C>        <C>           <C>          <C> 
GENERAL MERCHANDISE                     2,500       142,372        130,373      9.2       2,500       805,773       726,124    11.0 
FOOD SPECIALTY                          3,723       214,101        272,159    -21.3       3,723     1,462,084     1,446,870     1.1 
RESTAURANTS                            13,346       385,948        415,334     -7.1      13,346     2,979,485     3,017,414    -1.3 
FOOD COURT                              7,003       322,611        363,581    -11.3       7,003     2,324,681     2,558,309    -9.1 
WOMEN'S SPECIALTY                      10,505       620,993        620,998      0.0      10,505     2,529,236     2,437,513     3.8 
WOMEN'S READY-TO-WEAR                  28,843       616,551        941,315    -34.5      28,843     3,615,843     5,280,603   -31.5 
MEN'S READY-TO-WEAR                     2,524        99,311        108,591     -8.5       2,524       468,556       605,791   -22.7 
UNISEX APPAREL                         33,996     1,355,982      1,174,269     15.5      33,996     5,657,246     5,255,972     7.6 
OTHER APPAREL                           2,480       212,654        240,697    -11.7       2,480       600,944       652,276    -7.9 
FAMILY SHOES                            7,397       181,045        186,041     -2.7       7,397     1,474,006     1,516,894    -2.8 
MEN'S & BOYS' SHOES                     4,056       141,665        166,478    -14.9       4,056       826,181     1,101,212   -25.0 
ATHLETIC SHOES                          5,140       408,680        429,177     -4.8       5,140     2,994,693     2,834,144     5.7 
HOME FURNISHINGS                        4,489       167,610        192,044    -12.7       4,489       793,046       717,939    10.5 
MUSIC & ELECTRONICS                    11,996     1,098,030      1,179,260     -6.9      11,996     4,779,953     4,879,182    -2.0 
HOBBY & SPECIAL INTEREST                8,402       583,516        515,155     13.3       8,402     1,801,818     1,729,328     4.2 
GIFTS & SPECIALTY                      19,077     1,238,557        832,296     48.8      19,077     4,379,040     3,181,290    37.6 
COSTUME JEWELRY                           910       165,143        177,768     -7.1         910       699,618       666,985     4.9 
JEWELRY                                 8,518     1,293,737      1,345,599     -3.9       8,518     4,707,215     4,506,090     4.5 
HEALTH & BEAUTY AIDS                    6,067       184,551        184,792     -0.1       6,067       963,123       975,113    -1.2 
OTHER RETAIL                            3,511       272,854        203,520      3.8       1,511     1,479,063     1,498,830     1.1 
PERSONAL SERVICES                       6,153       170,143        168,811      0.8       6,153     1,460,090     1,446,933     0.9 
RECREATION & COMMUNITY                  5,097        57,543         61,602     -6.6       5,097       528,216       526,735     0.3 
                                      -------    ----------     ----------    -----     -------    ----------    ----------   ----- 
TOTAL                                 195,733     9,933,597      9,989,860     -0.6     195,733    47,329,910    47,561,546    -0.5 
ANCHORS                               204,190       177,287        178,391     -0.6     204,190    32,871,723    29,774,468    10.4 
                                      -------    ----------     ----------    -----     -------    ----------    ----------   ----- 
TOTAL                                 399,923    10,110,884     10,168,250     -0.6     399,923    80,201,633    77,336,014     3.7 


<CAPTION>
                                        ----------------------ROLLING 12 MONTHS THROUGH----------------------   
                                          AREA         12/95         PSF         12/94         PSF       +/-%   
                                        -------     ----------      ------    ----------      ------   ------   
<S>                                     <C>         <C>             <C>       <C>             <C>      <C>    
GENERAL MERCHANDISE                       2,500        805,773      322.31       726,124      290.45    11.0    
FOOD SPECIALTY                            3,723      1,462,084      392.72     1,446,870      388.63     1.1    
RESTAURANTS                              13,346      2,979,485      223.25     3,017,414      226.09    -1.3    
FOOD COURT                                7,003      2,324,681      331.95     2,558,309      365.32    -9.1    
WOMEN'S SPECIALTY                        10,505      2,529,236      240.76     2,437,513      232.03     3.8    
WOMEN'S READY-TO-WEAR                    28,843      3,615,843      125.36     5,280,603      183.08   -31.5    
MEN'S READY-TO-WEAR                       2,524        468,556      185.64       605,791      240.01   -22.7    
UNISEX APPAREL                           33,996      5,657,246      166.41     5,255,972      154.61     7.6    
OTHER APPAREL                             2,480        600,944      242.32       652,276      263.01    -7.9    
FAMILY SHOES                              7,397      1,474,006      199.27     1,516,894      205.07    -2.8    
MEN'S & BOYS' SHOES                       4,056        826,181      203.69     1,101,212      271.50   -25.0    
ATHLETIC SHOES                            5,140      2,994,693      582.63     2,834,144      551.39     5.7    
HOME FURNISHINGS                          4,489        793,046      176.66       717,939      159.93    10.5    
MUSIC & ELECTRONICS                      11,996      4,779,953      398.46     4,879,182      406.73    -2.0    
HOBBY & SPECIAL INTEREST                  8,402      1,801,818      214.45     1,729,328      205.82     4.2    
GIFTS & SPECIALTY                        19,077      4,379,040      229.55     3,181,290      166.76    37.6    
COSTUME JEWELRY                             910        699,618      768.81       666,985      732.95     4.9    
JEWELRY                                   8,518      4,707,215      552.62     4,506,090      529.01     4.5    
HEALTH & BEAUTY AIDS                      6,067        963,123      158.75       975,113      160.72    -1.2    
OTHER RETAIL                              1,511      1,479,063      421.27     1,498,830      426.90    -1.1    
PERSONAL SERVICES                         6,153      1,460,090      237.30     1,446,933      235.16     0.9    
RECREATION & COMMUNITY                    5,097        528,216      103.63       526,735      103.34     0.3    
                                        -------     ----------      ------    ----------      ------   -----    
TOTAL                                   195,733     47,329,910      241.81    47,561,546      242.99    -0.5    
ANCHORS                                 204,190     32,871,723      160.99    29,774,468      145.82    10.4    
                                        -------     ----------      ------    ----------      ------   -----    
TOTAL                                   399,923     80,201,633      200.54    77,336,014      193.38     3.7    
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
FEB 1, 1996 03:20                                                                                                             PAGE 5


                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                          9135: DOVER MALL
                                                                                                                          
                                       OPEN        SQ FT/    1994         ---------DECEMBER--------    --------YEAR TO DATE---------
TENANT                                 DATE        CLOSE     SALES         1995       1994    +/-%        1995        1994      +/-%
- ----------------------------------    -----        ------  ---------      -------   -------   -----    ---------   ---------    ----
<S>                                   <C>          <C>       <C>          <C>       <C>       <C>      <C>         <C>        <C> 
*** GENERAL MERCHANDISE ***                       SIC CLASS: GENL
DOLLAR TREE                           11/88        2,500     726,124      142,372   130,373     9.2      805,773     726,124    11.0
- ----------------------------------                                        -------   -------   -----    ---------   ---------  ------
COMPARABLE SUBTOTALS                                                      142,372   130,373     9.2      805,773     726,124    11.0
                                                                             AREA:     2,500                AREA:       2,500       
- ------------------------------------------------------------------------------------------------------------------------------------
*** FOOD SPECIALTY ***                            SIC CLASS: FOOD

AUNTIE ANNE'S PRETZEL                 05/92        1,015     444,379       63,755    63,249     0.8      443,427     444,379    -0.2
GENERAL NUTRITION CEN                 08/93        1,194     519,414       38,242    99,809   -61.7      519,864     519,414     0.1
SWEET FACTORY                         07/93          651     189,628       26,304    26,733    -1.6      174,035     189,628    -8.2
THE COFFEE BEANERY, L                 04/92          863     293,449       85,800    82,368     4.2      324,757     293,449    10.7
- ----------------------------------                         ---------      -------   -------   -----    ---------   ---------  ------
COMPARABLE SUBTOTALS                                                      214,101   272,159   -21.3    1,462,084   1,446,870     1.1
                                                                            AREA:     3,723                 AREA       3,723        
- ------------------------------------------------------------------------------------------------------------------------------------
*** RESTAURANTS ***                               SIC CLASS: REST

BULL ON THE BEACH                     01/89        2,203     551,508       96,576    87,239    10.7      558,043     551,508     1.2
LA ROUTA PIZZA                        12/88        2,408     111,532            0    20,657   NOCMP      123,545     111,532   NOCMP
MCDONALDS                             11/82        3,951     891,737      122,175   126,963    -3.8      862,633     891,737    -3.3
RUBY TUESDAY                          04/93        4,784   1,462,637      167,196   180,475    -7.4    1,435,264   1,462,637    -1.9
- ----------------------------------                         ---------      -------   -------   -----    ---------   ---------  ------
COMPARABLE SUBTOTALS                                                      385,948   394,677    -2.2    2,855,940   2,905,882    -1.7
                                                                            AREA:    10,938                AREA:      10,938        
- ------------------------------------------------------------------------------------------------------------------------------------
*** FOOD COURT ***                                SIC CLASS: FCRT

1 POTATO 2                            08/82        03/95     168,004       Closed    22,294   NOCMP       28,860     168,004   NOCMP
A&W HOT DOGS AND MORE                 01/93          828     183,531       33,035    28,891    14.3      188,931     183,531     2.9
BAIN'S DELI                           12/90          952     144,780            0    18,574   NOCMP       75,658     144,780   NOCMP


<CAPTION>

                                          ----------ROLLING 12 MONTHS SALES THROUGH-----------   ------BREAK POINT-------
TENANT                                       12/95       PSF       12/94       PSF       +/-%     AMOUNT         &     #  
- ----------------------------------        ---------    ------   ---------     ------    -----    ---------     ----   ---
<S>                                       <C>          <C>      <C>           <C>       <C>      <C>          <C>     <C>
*** GENERAL MERCHANDISE ***                                                                                           
DOLLAR TREE                                 805,773    322.30     726.124     290.44     11.0      500,000     6.00    1  
- ----------------------------------        ---------    ------   ---------     ------    -----     
COMPARABLE SUBTOTALS                        805,773    322.30     726,124     290.44     11.0                            
                                                        AREA:       2,500                                                
- -------------------------------------------------------------------------------------------------------------------------
*** FOOD SPECIALTY ***                                                                                               
                                                                                                                         
AUNTIE ANNE'S PRETZEL                       443,427    436.87     444,379     437.81     -0.2      342,562     8.00    1  
GENERAL NUTRITION CEN                       519,864    435.39     519,414     435.02      0.1      511,714     7.00    1  
SWEET FACTORY                               174,035    267.33     189,628     291.28     -8.2      375,000     8.00    1  
THE COFFEE BEANERY, L                       324,757    376.31     293,449     340.03     10.7      514,285     7.00    1  
- ----------------------------------        ---------    ------   ---------     ------    -----     
COMPARABLE SUBTOTALS                      1,462,084    392.71   1,446,870     388.63      1.1                            
                                                        AREA:       3,723                                                
- -------------------------------------------------------------------------------------------------------------------------
*** RESTAURANTS ***                                                                                        
                                                                                                                         
BULL ON THE BEACH                           558,043    253.31     551,508     250.34      1.2      629,482     7.00    1  
LA ROUTA PIZZA                              123,545     51.30     111,532      46.31    NOCMP      597,000     6.00    1  
MCDONALDS                                   862,633    218.33     891,737     225.69     -3.3    1,086,525     5.00    1  
RUBY TUESDAY                              1,435,264    300.01   1,462,637     305.73     -1.9    1,530,880     6.00    1  
- ----------------------------------        ---------    ------   ---------     ------    -----   
COMPARABLE SUBTOTALS                      2,855,940    261.10   2,905,882     265.66     -1.7                            
                                                        AREA:      10,938                                                
- -------------------------------------------------------------------------------------------------------------------------
*** FOOD COURT ***                                                                                                       
                                                                                                                         
1 POTATO 2                                   28,860     39.42     168,004     229.51    NOCMP                            
A&W HOT DOGS AND MORE                       188,931    228.17     183,531     221.65      2.9      270,000    10.00    1  
BAIN'S DELI                                  75,658     79.47     144,780     152.08    NOCMP      375,000     8.00    1  
Notes:  NOCMP denotes any TENANT which does NOT have sales reported for all months in the period.
        SALES figures are for the PERIOD ending in DECEMBER 1995
        SUBTOTALS are for COMPARABLE tenants only.  Total sales are summarized at the beginning of the report.
</TABLE>


<PAGE>

FEB 1,1996 03:20


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                          9135: DOVER MALL

                                            OPEN     SQ FT/     1994    ----------DECEMBER----------  ---------YEAR TO DATE---------
TENANT                                      DATE     CLOSE      SALES     1995        1994      +/-%      1995        1994      +/-%
- --------------------                        ----     -----      -----   --------     -------   -----  ---------   ---------    -----
<S>                                         <C>        <C>     <C>      <C>         <C>        <C>    <C>         <C>        <C> 
BROADWALK FRIES                             01/93      834     273,575    32,945      39,231   -16.0    230,410     273,575    -15.8
CHICK-FIL-A                                 11/93    1,044     477,281    75,273      65,901    14.2    534,683     477,281     12.0
CHINA COURT                                 02/86      490     212,261    28,041      27,501     2.0    210,415     212,261     -0.9
EL SOMBRERO EXPRESS                         07/92      304     115,880    17,317      16,865     2.7    115,289     115,880     -0.5
HARDEE'S                                    08/86    1,046     181,331    30,284      29,592     2.3    185,310     181,331      2.2
ORIGINAL COOKIE CO.                         01/93      720     272,758    34,497      39,687   -13.1    241,564     272,758    -11.4
SBARRO                                      08/82      785     528,908    71,219      75,043    -5.1    513,561     528,908     -2.9
- --------------------                                                     -------     -------   -----  ---------   ---------    -----
COMPARABLE SUBTOTALS                                                     322,611     322,713     0.0  2,220,163   2,245,525     -1.1
                                                                           AREA:       6,051              AREA:       6,051         
                                                                                                                                    
====================================================================================================================================
*** WOMEN'S SPECIALTY *** SIC CLASS: WSPC                                                                                           
                                                                                                                                    
LANE BRYANT                                 05/95    4,337   1,126,819   228,098     226,732     0.6  1,146,900   1,126,819      1.8
VICTORIA'S SECRET                           04/93    6,168   1,310,694   392,895     394,266    -0.3  1,382,336   1,310,694      5.5
- --------------------                                                     -------     -------   -----  ---------   ---------    -----
COMPARABLE SUBTOTALS                                                     620,993     620,998     0.0  2,529,236   2,437,513      3.8
                                                                           AREA:      10,505              AREA:      10,505         
                                                                                                                                    
====================================================================================================================================
*** WOMEN'S READY-TO-WEAR *** SIC CLASS: WRTW                                                                                       
                                                                                                                                    
CASUAL CORNER                               08/82   03/95      723,235    Closed     177,130   NOCMP    120,875     723,235    NOCMP
DEB SHOP                                    08/82    6,192     711,230   141,101     145,669    -3.1    769,558     711,230      8.2
FASHION BUG                                 08/82    8,120   1,243,401   114,252     213,174   -46.4    954,339   1,243,401    -23.2
LERNER NEW YORK, INC.                       04/93    7,311   1,042,512   224,071     224,972    -0.4  1,031,313   1,042,512     -1.1
LIMITED                                     09/93    7,220      88,487   137,127     180,371   -24.0    739,758     888,487    -16.7
ORMOND                                      08/85   12/94      671,736    Closed           0   NOCMP          0     671,736    NOCMP
- --------------------                                                     -------     -------   -----  ---------   ---------    -----
COMPARABLE SUBTOTALS                                                     616,551     764,185   -19.3  3,494,968   3,885,631    -10.1
                                                                           AREA:      28,843              AREA:      28,843         
                                                                                                                                    


                                                   ----------ROLLING 12 MONTHS SALES THROUGH---------     --------BREAK POINT-------
TENANT                                                12/95       PSF       12/94      PSF       +/-%     AMOUNT      %            #
- --------------------                               ---------     ------  ---------    ------    -----
BROADWALK FRIES                                      230,410     276.27    273,575    328.02    -15.8     350,000    10.00         1
CHICK-FIL-A                                          534,683     512.14    477,281    457.16     12.0     511,734     6.00         1
CHINA COURT                                          210,415     429.41    212,261    433.18     -0.9     200,000    10.00         1
EL SOMBRERO EXPRESS                                  115,289     379.23    115,880    381.18     -0.5     243,750     8.00         1
HARDEE'S                                             185,310     177.16    181,331    173.35      2.2     480,000     5.00         1
ORIGINAL COOKIE CO.                                  241,564     335.50    272,758    378.83    -11.4     370,000    10.00         1
SBARRO                                               513,561     654.21    528,908    673.76     -2.9     450,000    10.00         1
- --------------------                               ---------     ------  ---------    ------    -----
COMPARABLE SUBTOTALS                               2,220,163     366.90  2,245,525    371.09     -1.1                               
                                                                 AREA        6,051                                                  

====================================================================================================================================
*** WOMEN'S SPECIALTY *** SIC CLASS: WSPC                                                                                           
                                                                                                                                    
LANE BRYANT                                        1,146,900     264.44  1,126,819    259.81      1.8   1,561,320     5.00         1
VICTORIA'S SECRET                                  1,382,336     224.11  1,310,694    212.49      5.5   2,220,480     5.00         1
- --------------------                               ---------     ------  ---------    ------    -----
COMPARABLE SUBTOTALS                               2,529,236     240.76  2,437,513    232.03      3.8                               
                                                                 AREA:      10,505                                                  
                                                                                                                                    
====================================================================================================================================
*** WOMEN'S READY-TO-WEAR *** SIC CLASS: WRTW                                                                                       
                                                                                                                                    
CASUAL CORNER                                        120,875      38.79    723,235    232.10    NOCMP                               
DEB SHOP                                             769,558     124.28    711,230    114.86      8.2   1,114,560     5.00         1
FASHION BUG                                          954,339     117.52  1,243,401    153.12    -23.2   1,786,400     5.00         1
LERNER NEW YORK, INC.                              1,031,313     141.06  1,042,512    142.59     -1.1   2,631,960     5.00         1
LIMITED                                              739,758     102.45    888,487    123.05    -16.7   2,599,200     5.00         1
ORMOND                                                     0       0.00    671,736    129.45    NOCMP   1,364,171     5.04         1
- --------------------                               ---------     ------  ---------    ------    -----
COMPARABLE SUBTOTALS                               3,494,968     121.17  3,885,631    134.71    -10.1                               
                                                                 AREA:      28,843                                                  
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes: NOCMP denotes any TENANT which does NOT have sales reported for all 
       months in the period. 
       SALES figures are for the PERIOD ending in DECEMBER 1995                
       SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized at 
       the beginning of the report.




<PAGE>



<TABLE>
<CAPTION>
FEB 1, 1996 03:20                                                                                                             PAGE 7

                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                          9135: DOVER MALL

                                            OPEN    SQ FT/     1994    ------------DECEMBER---------   ---------YEAR TO DATE--------
TENANT                                      DATE    CLOSE      SALES        1995        1994    +/-%      1995        1994     +/-% 
- ------------------                          ----   -------    -------  ---------   ---------    ----   ---------   ---------  ------
<S>                                         <C>      <C>   <C>        <C>          <C>          <C>    <C>         <C>         <C>
*** MEN'S READY-TO-WEAR *** SIC CLASS: MRTW

CHESS KING                                  08/82  08/94      111,063     Closed           0    NOCMP          0     111,063   NOCMP
J. RIGGINGS                                 03/91    2,524    494,728     99,311     108,591     -8.5    468,556     494,728    -5.3
- --------------------                                                   ---------   ---------    -----  ---------     -------   -----
COMPARABLE SUBTOTALS                                                      99,311     108,591     -8.5    468,556     494,728    -5.3
                                                                           AREA:       2,524               AREA:       2,524        
                                                                                                                                    
====================================================================================================================================
*** UNISEX APPAREL *** SIC CLASS: USEX                                                                                              
                                                                                                                                    
AEROPOSTALE                                 11/95    4,274          0    151,333           0    NOCMP    191,772           0   NOCMP
AMERICAN EAGLE OUTFIT                       03/95    4,176          0    188,111           0    NOCMP    620,946           0   NOCMP
COUNTY SEAT                                 03/91    3,213    828,643    167,573     198,140    -15.4    791,009     828,643    -4.5
EXPRESS/STRUCTURE                           06/92   14,182  2,418,003    453,539     598,031    -24.2  2,134,338   2,418,003   -11.7
JEANS WEST                                  03/91    2,139    365,423     67,555      66,384      1.8    358,278     365,423    -2.0
MERRY-GO-ROUND                              08/85    2,365    584,665    105,276      99,055      6.3    498,539     584,665   -14.7
THE GAP                                     07/85    3,647  1,059,239    222,595     212,659      4.7  1,062,364   1,059,239     0.3
- --------------------                                                   ---------   ---------    -----  ---------     -------   -----
COMPARABLE SUBTOTALS                                                   1,016,538   1,174,269    -13.4  4,844,528   5,255,972    -7.8
                                                                           AREA:      25,546               AREA:      25,546        
                                                                                                                                    
====================================================================================================================================
*** OTHER APPAREL *** SIC CLASS: OAPL                                                                                               
                                                                                                                                    
WILSON'S LEATHER                            08/86    2,480    652,276    212,654     240,697    -11.7    600,944     652,276    -7.9
- --------------------                                                   ---------   ---------    -----  ---------     -------   -----
COMPARABLE SUBTOTALS                                                     212,654     240,697    -11.7    600,944     652,276    -7.9
                                                                           AREA:       2,480               AREA:       2,480        
                                                                                                                                    
====================================================================================================================================
*** FAMILY SHOES *** SIC CLASS: FSHO                                                                                                
                                                                                                                                    
BURLINGTON SHOES                            10/86    4,457    901,793    114,543     112,109      2.2    884,844     901,793    -1.9
KINNEY SHOES                                08/92  12/94        6,034     Closed           0    NOCMP          0       6,034   NOCMP
                                                                                                                                    


                                                  ----------ROLLING 12 MONTHS SALES THROUGH----------     ------BREAK POINT-----   
TENANT                                                12/95       PSF        12/94      PSF     +/-%         AMOUNT     %      #   
- ------------------                                ---------    -------   ---------    ------    ----      ---------   ------  ---
<S>                                                 <C>        <C>         <C>        <C>         <C>       <C>        <C>     <C> 
*** MEN'S READY-TO-WEAR *** SIC CLASS: MRTW                                                                                        
                                                                                                                                   
CHESS KING                                                0      0.00      111,063     54.98    NOCMP       454,500    6.00    1   
J. RIGGINGS                                         468,556    185.64      494,728    196.00     -5.3       967,533    6.00    1   
- --------------------                              ---------    ------    ---------    ------    -----                              
COMPARABLE SUBTOTALS                                468,556    185.64      494,728    196.00     -5.3                              
                                                               AREA:        2,524                                                  
                                                                                                                                   
====================================================================================================================================
*** UNISEX APPAREL *** SIC CLASS: USEX                                                                                             
                                                                                                                                   
AEROPOSTALE                                         191,772     44.86            0      0.00    NOCMP     1,795,080    5.00    1   
AMERICAN EAGLE OUTFIT                               620,946    148.69            0      0.00    NOCMP     1,252,800    6.00    1   
COUNTY SEAT                                         791,009    246.19      828,643    257.90     -4.5     1,338,750    6.00    1   
EXPRESS/STRUCTURE                                 2,134,448    150.49    2,418,003    170.49    -11.7     5,389,160    5.00    1   
JEANS WEST                                          358,278    167.49      365,423    170.83     -2.0     1,033,850    6.00    1   
MERRY-GO-ROUND                                      498,539    210.79      584,665    247.21    -14.7       709,500    5.00    1   
THE GAP                                           1,062,364    291.29    1,059,239    290.44      0.3     1,167,040    6.00    1   
- --------------------                                -------    ------      -------    ------     ----                              
COMPARABLE SUBTOTALS                              4,844,528    189.63    5,255,972    205.74     -7.8                              
                                                               AREA:        25,546                                                 
                                                                                                                                   
====================================================================================================================================
*** OTHER APPAREL *** SIC CLASS: OAPL                                                                                              
                                                                                                                                   
WILSON'S LEATHER                                    600,944    242.31      652,276    263.01     -7.9       694,400    5.00    1   
- --------------------                                -------    ------      -------    ------     ----                              
COMPARABLE SUBTOTALS                                600,944    242.31      652,276    263.01     -7.9                               
                                                               AREA:         2,480                                                 
                                                                                                                                   
====================================================================================================================================
*** FAMILY SHOES *** SIC CLASS: FSHO                                                                                               
                                                                                                                                   
BURLINGTON SHOES                                    884,844    198.52      901,793    202.33     -1.9       510,683    6.00    1   
KINNEY SHOES                                              0      0.00        6,034      1.82    NOCMP       882,400    6.00    1   
                                                                                                                               


Notes: NOCMP denotes any TENANT which does NOT have sales reported for all months in the period. 
       SALES figures are for the PERIOD ending in DECEMBER 1995 
       SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized at the beginning of the report.  
</TABLE>


<PAGE>


FEB 1, 1996 03:20                                                         PAGE 8
                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                    SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                9135: DOVER MALL

<TABLE>
<CAPTION>
TENANT                              OPEN      SQ FT/     1994    -----------DECEMBER------ ----  ----------YEAR TO DATE----------
                                    DATE      CLOSE     SALES         1995       1994      +/-%      1995         1994      +/-% 
- --------------------------------  ------  ---------  ----------  ----------  ---------  -------  -----------  -----------  ------
<S>                                <C>        <C>     <C>           <C>        <C>        <C>      <C>          <C>         <C>  
PAYLESS SHOE SOURCE                12/87      2,940     609,066      66,503     73,932    -10.0      589,162      609,066    -3.3
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                181,045    186,041     -2.7    1,474,006    1,510,860    -2.4
                                                                      AREA:      7,397                 AREA:        7,397        
- ---------------------------------------------------------------------------------------------------------------------------------
*** MEN'S & BOYS' SHOES *** SIC CLASS: MSHO

FATHER &  SON SHOES                08/82      12/94     235,881      Closed     19,477    NOCMP            0      235,881   NOCMP
HANOVER SHOES                      01/95        898     429,530      63,171     73,334    -13.9      374,974      429,530   -12.7
THOM MCAN                          08/82      3,158     435,801      78,495     73,667      6.6      451,207      435,801     3.5
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                141,665    147,001     -3.6      826,181      865,331    -4.5
                                                                      AREA:      4,056                 AREA:        4,056        
- ---------------------------------------------------------------------------------------------------------------------------------
*** ATHLETIC SHOES *** SIC CLASS: ASHO

FOOTACTION U.S.A                   01/95      3,010   1,072,611     201,368    182,145     10.6    1,350,217    1,072,611    25.9
FOOTLOCKER                         08/92      2,130   1,761,533     207,312    247,032    -16.1    1,644,476    1,761,533    -6.6
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                408,680    429,177     -4.8    2,994,693    2,834,144     5.7
                                                                      AREA:      5,140                 AREA:        5,140        
- ---------------------------------------------------------------------------------------------------------------------------------
*** HOME FURNISHINGS *** SIC CLASS: FURN
CARGO FURNITURE                    07/87        685     257,381      11,296     23,263    -51.4      203,743      257,381   -20.8
THE BOMBAY COMPANY                 05/94      3,804     460,558     156,314    168,781     -7.4      589,303      460,558   NOCMP
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                167,610    192,044    -12.7      203,743      257,381   -20.8
                                                                      AREA:      4,489                  AREA:         685        
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
TENANT                            -------------ROLLING 12 MONTHS SALES THROUGH------------  ----------BREAK POINT---------
                                      12/95        PSF         12/94        PSF      +/-%        AMOUNT         %        #
- --------------------------------  -----------  ---------  ------------  ---------  -------  ------------  --------  ------
<S>                                 <C>          <C>         <C>          <C>        <C>       <C>            <C>       <C>
PAYLESS SHOE SOURCE                   589,162     200.39       609,066     207.16     -3.3       833,000      6.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                1,474,006     199.27     1,510,860     204.25     -2.4
                                                   AREA:         7,387
- ---------------------------------------------------------------------------------------------------------------------------
*** MEN'S & BOYS' SHOES *** SIC CLASS: MSHO

FATHER &  SON SHOES                         0          0       235,881     244.68    NOCMP
HANOVER SHOES                         374,974     417.56       429,530     478.31    -12.7       600,000      7.00       1
THOM MCAN                             451,207     142.87       435,801     137.99      3.5
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                  826,181     203.69       865,331     213.34     -4.5
                                                   AREA:         4,056
- ---------------------------------------------------------------------------------------------------------------------------
*** ATHLETIC SHOES *** SIC CLASS: ASHO

FOOTACTION U.S.A                    1,350,217     448.57     1,072,611     356.34     25.9     1,254,166      6.00       1
FOOTLOCKER                          1,644,476     772.05     1,761,533     827.01     -6.6       568,000      6.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                2,994,693     582.62     2,834,144     551.38      5.7
                                                   AREA:         5,140
- ---------------------------------------------------------------------------------------------------------------------------
*** HOME FURNISHINGS *** SIC CLASS: FURN
CARGO FURNITURE                       203,743     297.43       257,381     375.73    -20.8       366,666      6.00       1
THE BOMBAY COMPANY                    589,303     154.91       460,558     121.07    NOCMP     1,394,800      6.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                  203,743     297.43       257,381     375.73    -20.8
                                                   AREA:           685
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:    NOCMP denotes any TENANT which does NOT have sales reported for all
          months in the period.
          SALES figures are for the PERIOD ending in DECEMBER 1995
          SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized
          at the beginning of the report.

<PAGE>

FEB 1, 1996 03:20                                                         PAGE 9
                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                    SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                9135: DOVER MALL
<TABLE>
<CAPTION>
TENANT                              OPEN     SQ FT/     1994     -----------DECEMBER-----------  ----------YEAR TO DATE----------
                                    DATE      CLOSE     SALES         1995       1994      +/-%      1995         1994      +/-% 
- --------------------------------  ------  ---------  ----------  ----------  ---------  -------  -----------  -----------  ------
<S>                                <C>        <C>     <C>           <C>        <C>        <C>      <C>          <C>         <C>  
*** MUSIC & ELECTRONICS *** SIC CLASS: ELEC

ELECTRONICS BOUTIQUE               03/93      1,412     912,362     263,787    232,632     13.4    1,017,169      912,362    11.5
RADIO SHACK                        01/93      2,449   1,015,459     246,278    243,445      1.2      990,836    1,015,459    -2.4
RECORD TOWN                        05/93      3,975     979,801     215,557    245,286    -12.1      939,757      979,801    -4.1
SAM GOODY                          11/86      4,160   1,971,560     372,408    457,897    -18.7    1,832,191    1,971,560    -7.1
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                              1,098,030  1,179,260     -6.9    4,779,953    4,879,182    -2.0
                                                                      AREA:     11,996                 AREA:       11,996        
- ---------------------------------------------------------------------------------------------------------------------------------
*** HOBBY & SPECIAL INTERESTS *** SIC CLASS: HOBY

CUTLER CAMERA                      11/90      1,474     585,089     101,794    111,965     -9.1      648,569      585,089    10.8
KAY BEE TOYS                       07/94      3,828   1,019,932     348,321    370,788     -6.1      969,298    1,019,932    -5.0
                                thru 06/30/94 in 3,100 square feet.
LEGENDS SPORTING GOOD              11/95      3,100           0     133,401          0    NOCMP      151,543            0   NOCMP
SPORTS FANS                        08/88      08/95     124,307      Closed     32,402    NOCMP       32,407      124,307   NOCMP
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                450,115    482,753     -6.8    1,617,867    1,605,021     0.8
                                                                      AREA:      5,302                 AREA:        5,302        
- ---------------------------------------------------------------------------------------------------------------------------------
***  GIFTS & SPECIALTY *** SIC CLASS: GIFT

B. DALTON BOOKS                    02/93      2,676     663,000     148,747    157,429     -5.5      606,891      663,000    -8.5
GIFT DESIGN GALLERIES              11/95      2,463     560,243     209,936    186,133     12.8      562,243      560,243     0.4
                                thru 10/31/95 in 1,498 square feet.
MATTHEW'S HALLMARK                 03/93      3,726     949,248     214,743    238,214     -9.9      941,961      949,248    -0.8
SPENCER GIFTS                      05/95      2,015           0     181,140          0    NOCMP      492,816            0   NOCMP
THE DISNEY STORE                   07/95      4,720           0     254,373          0    NOCMP      777,849            0   NOCMP
THINGS REMEMBERED ENG              05/94        160     108,059      34,688     36,295     -4.4      159,890      108,059   NOCMP
WALDENBOOKS                        02/94      3,317     900,740     194,929    214,224     -9.0      836,906      900,740    -7.1
</TABLE>


<TABLE>
<CAPTION>
TENANT                            -------------ROLLING 12 MONTHS SALES THROUGH------------  ----------BREAK POINT---------
                                      12/95        PSF         12/94        PSF      +/-%        AMOUNT         %        #
- --------------------------------  -----------  ---------  ------------  ---------  -------  ------------  --------  ------
<S>                                 <C>          <C>         <C>          <C>        <C>       <C>            <C>       <C>
*** MUSIC & ELECTRONICS *** SIC CLASS: ELEC

ELECTRONICS BOUTIQUE                1,017,169     720.37       912,362     646.14     11.5       600,000      6.00       1
RADIO SHACK                           990,836     404.58     1,015,459     414.64     -2.4     1,346,950      3.00       1
RECORD TOWN                           939,757     236.41       979,801     246.49     -4.1     1,523,750      6.00       1
SAM GOODY                           1,832,191     440.43     1,971,560     473.93     -7.1     1,414,400      6.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                4,779,953     398.46     4,879,182     406.73     -2.0
                                                   AREA:        11,996
- ---------------------------------------------------------------------------------------------------------------------------
*** HOBBY & SPECIAL INTERESTS *** SIC CLASS: HOBY

CUTLER CAMERA                         648,569     440.00       585,089     396.93     10.8       442,200      6.00       1
KAY BEE TOYS                          969,298     253.21     1,019,932     266.43     -5.0     1,531,200      6.00       1
                                
LEGENDS SPORTING GOOD                 151,543      48.88             0          0    NOCMP     1,033,333      6.00       1
SPORTS FANS                            32,407      38.44       124,307      147.45   NOCMP
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                1,617,867     305.14     1,605,021     302.71      0.8
                                                  AREA:          5,302
- ---------------------------------------------------------------------------------------------------------------------------
***  GIFTS & SPECIALTY *** SIC CLASS: GIFT

B. DALTON BOOKS                       606,891     226.79       663,000     247.75     -8.5
GIFT DESIGN GALLERIES                 562,728     228.47       560,243     227.46      0.4     1,067,300      6.00       1
                                
MATTHEW'S HALLMARK                    941,961     252.80       949,248     254.76     -0.8       931,500      8.00       1
SPENCER GIFTS                         492,816     244.57             0          0    NOCMP       772,416      6.00       1
THE DISNEY STORE                      777,849     164.79             0          0    NOCMP     2,478,000      4.00       1
THINGS REMEMBERED ENG                 159,890     999.31       108,059     675.36    NOCMP       210,000     10.00       1
WALDENBOOKS                           836,906     252.30       900,740     271.55     -7.1     1,400,978      6.00       1
</TABLE>

Notes:    NOCMP denotes any TENANT which does NOT have sales reported for all
          months in the period.
          SALES figures are for the PERIOD ending in DECEMBER 1995
          SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized
          at the beginning of the report.

<PAGE>

FEB 1, 1996 03:20                                                        PAGE 10
                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                    SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                9135: DOVER MALL
<TABLE>
<CAPTION>
TENANT                              OPEN      SQ FT/     1994    -----------DECEMBER-----------  ----------YEAR TO DATE----------
                                    DATE      CLOSE     SALES         1995       1994      +/-%      1995         1994      +/-% 
- --------------------------------  ------  ---------  ----------  ----------  ---------  -------  -----------  -----------  ------
<S>                                <C>        <C>     <C>           <C>        <C>        <C>      <C>          <C>         <C>  
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                803,044    832,296     -3.5    2,948,485    3,073,231    -4.1
                                                                      AREA:     12,342                 AREA:       12,182        
- ---------------------------------------------------------------------------------------------------------------------------------
*** COSTUME JEWELRY *** SIC CLASS: CJWL

CLAIRE'S BOUTIQUES                 07/94        750     350,548      76,840     81,686     -5.9      368,520      350,548     5.1
PIERCING PAGODA                    01/94        160     316,437      88,304     96,082     -8.1      331,099      316,437     4.6
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                165,143    177,768     -7.1      699,618      666,985     4.9
                                                                      AREA:        910                 AREA:          910        
- ---------------------------------------------------------------------------------------------------------------------------------
*** JEWELRY *** SIC CLASS: JWLY

BEST JEWELERS                      11/87      2,316     653,251     336,237    220,326    -38.2      627,232      653,251    -4.0
FOLEY JEWELERS                     10/87        947     880,380     205,058    278,511    -26.4      848,698      880,380    -3.6
GORDON'S JEWELERS                  08/82      1,143     593,424     169,911    163,597      3.9      645,852      593,424     8.8
LITTMAN JEWELERS                   11/86      1,230   1,263,141     415,000    391,521      6.0    1,295,070    1,263,141     2.5
ZALES JEWELERS                     12/94      2,882   1,115,894     367,532    291,644     26.0    1,290,363    1,115,894    15.6
                               Thru 11/16/94 in 1,103 square feet.
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                              1,293,737  1,345,599     -3.9    4,707,215    4,506,090     4.5
                                                                      AREA:      8,518                  AREA:       8,518        
- ---------------------------------------------------------------------------------------------------------------------------------
*** HEALTH & BEAUTY AIDS *** SIC CLASS: H&BA

C.V.S.                             08/82      6,067     975,113     184,551    184,792     -0.1      963,123      975,113    -1.2
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                184,551    184,792     -0.1      963,123      975,113    -1.2
                                                                      AREA:      6,067                  AREA:       6,067        
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
TENANT                            -------------ROLLING 12 MONTHS SALES THROUGH------------  ----------BREAK POINT---------
                                      12/95        PSF         12/94        PSF      +/-%        AMOUNT         %        #
- --------------------------------  -----------  ---------  ------------  ---------  -------  ------------  --------  ------
<S>                                 <C>          <C>         <C>          <C>        <C>       <C>            <C>       <C>
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                2,948,485     242.03     3,073,231     252.27     -4.1
                                                   AREA:        12,182
- ---------------------------------------------------------------------------------------------------------------------------
*** COSTUME JEWELRY *** SIC CLASS: CJWL

CLAIRE'S BOUTIQUES                    368,520     491.35       350,548     467.39      5.1       344,314      8.00       1
PIERCING PAGODA                       331,099   2,069.36       316,437   1,977.72      4.6       260,000     10.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                  699,618     768.81       666,985     732.95      4.9
                                                   AREA:           910
- ---------------------------------------------------------------------------------------------------------------------------
*** JEWELRY *** SIC CLASS: JWLY

BEST JEWELERS                         627,232     270.82       653,251     282.06     -4.0       926,400      6.00       1
FOLEY JEWELERS                        848,698     896.19       880,380     929.65     -3.6       741,816      6.00       1
GORDON'S JEWELERS                     645,852     565.05       593,424     519.18      8.8       750,000      6.00       1
LITTMAN JEWELERS                    1,295,070   1,052.90     1,263,141   1,026.94      2.5       717,500      6.00       1
ZALES JEWELERS                      1,290,363     447.73     1,115,894     387.19     15.6     1,250,000      6.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                4,707,215     552.61     4,506,090     529.00      4.5
                                                   AREA:         8,518
- ---------------------------------------------------------------------------------------------------------------------------
*** HEALTH & BEAUTY AIDS *** SIC CLASS: H&BA

C.V.S.                                963,123     158.74       975,113     160.72     -1.2     2,022,333      3.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                  963,123     158.74       975,113     160.72     -1.2
                                                   AREA:         6,067
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:    NOCMP denotes any TENANT which does NOT have sales reported for all
          months in the period.
          SALES figures are for the PERIOD ending in DECEMBER 1995
          SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized
          at the beginning of the report.

<PAGE>

FEB 1, 1996 03:20                                                        PAGE 11
                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                    SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                9135: DOVER MALL
<TABLE>
<CAPTION>
TENANT                              OPEN      SQ FT/     1994    -----------DECEMBER-----------  ----------YEAR TO DATE----------
                                    DATE      CLOSE     SALES         1995       1994      +/-%      1995         1994      +/-% 
- --------------------------------  ------  ---------  ----------  ----------  ---------  -------  -----------  -----------  ------
<S>                                <C>        <C>     <C>           <C>        <C>        <C>      <C>          <C>         <C>  
*** OTHER RETAIL *** SIC CLASS: OTHR

PEARLE VISION CENTER               10/93        903     376,959      25,811     29,577    -12.7      336,955      376,959   -10.6
SUNCOAST MOTION PICTURES           03/90      2,350     892,181     220,566    225,430     -2.2      925,939      892,181     3.8
SUNGLASS HUT                       12/90        258     229,690      26,477     28,513     -7.1      216,169      229,690    -5.9
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                272,854    283,520     -3.8    1,479,063    1,498,830    -1.3
                                                                      AREA:      3,511                 AREA:        3,511        
- ---------------------------------------------------------------------------------------------------------------------------------
*** PERSONAL SERVICES *** SIC CLASS: PSVC                                                                                        
                                                                                                                                 
ELEGANT IMAGES                     07/93      12/94     165,903      Closed      8,860    NOCMP            0      165,903   NOCMP
EXPRESSLY PORTRAITS                01/93      1,442     263,807      76,367     61,090     25.0      322,314      263,807    22.2
FAST FEET                          07/92        420     124,937      14,889     14,135      5.3      134,022      124,937     7.3
MASTER CUTS FAMILY HA              10/94        965      53,450      22,168     21,460      3.3      217,729       53,450   NOCMP
SMALL'S                            11/86      1,033     250,984      15,469     11,439     35.2      274,842      250,984     9.5
UNISEX HAIR PALACE                 01/93      1,873     388,707      31,375     40,828    -23.2      401,296      388,707     3.2
UNISEX PALACE II                   05/89        420     116,146       9,875     11,000    -10.2      109,886      116,146    -5.4
YOUR FATHER'S MUSTACHE             08/82      09/94      82,999      Closed          0    NOCMP            0       82,999   NOCMP
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                170,143    159,951      6.4    1,242,360    1,144,581     8.5
                                                                      AREA:      6,153                 AREA:        5,188        
- ---------------------------------------------------------------------------------------------------------------------------------
*** RECREATION & COMMUNITY *** SIC CLASS: COMM                                                                                   
                                                                                                                                 
JOLLY TIME                         04/84      5,097     526,735      57,543     61,602     -6.6      528,216      526,735     0.3
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                 57,543     61,602     -6.6      528,216      526,735     0.3
                                                                      AREA:      5,097                 AREA:        5,097        
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
TENANT                            -------------ROLLING 12 MONTHS SALES THROUGH------------  ----------BREAK POINT---------
                                      12/95        PSF         12/94        PSF      +/-%        AMOUNT         %        #
- --------------------------------  -----------  ---------  ------------  ---------  -------  ------------  --------  ------
<S>                                 <C>          <C>         <C>          <C>        <C>       <C>            <C>       <C>
*** OTHER RETAIL *** SIC CLASS: OTHR

PEARLE VISION CENTER                  336,955     373.15       376,959     417.45    -10.6       391,300      6.00       1
SUNCOAST MOTION PICTURES              925,939     394.01       892,181     379.65      3.8     1,128,000      5.00       1
SUNGLASS HUT                          216,169     837.86       229,690     890.27     -5.9       338,541      8.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                1,479,063     421.26     1,498,830     426.89     -1.3
                                                   AREA:         3,511    
- ---------------------------------------------------------------------------------------------------------------------------
*** PERSONAL SERVICES *** SIC CLASS: PSVC

ELEGANT IMAGES                              0       0.00       165,903     171.92    NOCMP       500,000      7.00       1
EXPRESSLY PORTRAITS                   322,314     223.51       263,807     182.94     22.2       500,000      8.00       1
FAST FEET                             134,022     319.10       124,937     297.46      7.3       293,666      6.00       1
MASTER CUTS FAMILY HA                 217,729     225.62        53,450      55.38    NOCMP       418,166      6.00       1
SMALL'S                               274,842     266.06       260,984     242.96      9.5       249,426      6.00       1
UNISEX HAIR PALACE                    401,296     214.25       388,707     207.53      3.2       412,060     10.00       1
UNISEX PALACE II                      109,886     261.63       116,146     276.53     -5.4       125,000      6.00
YOUR FATHER'S MUSTACHE                      0          0        82,999      67.15    NOCMP
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                1,242,360     239.46     1,144,581     220.62      8.5
                                                   AREA:         5,188    
- ---------------------------------------------------------------------------------------------------------------------------
*** RECREATION & COMMUNITY *** SIC CLASS: COMM

JOLLY TIME                            528,216     103.63       526,735     103.34      0.3       500,000     15.00       1
- --------------------------------  -----------  ---------  ------------  ---------  -------
COMPARABLE SUBTOTALS                  528,216     103.63       526,735     103.34      0.3
                                                   AREA:         5,097   
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:    NOCMP denotes any TENANT which does NOT have sales reported for all
          months in the period.
          SALES figures are for the PERIOD ending in DECEMBER 1995
          SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized
          at the beginning of the report.

<PAGE>

FEB 1, 1996 03:20                                                        PAGE 12
                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                    SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                9135: DOVER MALL
<TABLE>
<CAPTION>
TENANT                              OPEN      SQ FT/     1994    -----------DECEMBER-----------  ----------YEAR TO DATE----------
                                    DATE      CLOSE     SALES         1995       1994      +/-%      1995         1994      +/-% 
- --------------------------------  ------  ---------  ----------  ----------  ---------  -------  -----------  -----------  ------
<S>                                <C>        <C>     <C>           <C>        <C>        <C>      <C>          <C>         <C>  
*** ANCHORS *** SIC CLASS: ANCHOR

FOX THEATER                        07/83     18,210   1,685,362     177,287    178,391     -0.6    1,579,173    1,685,362    -6.3
LEGGETT                            08/82     74,671   6,226,280  Reports in January.               6,264,414    6,226,280   NOCMP
SEARS                              08/82    111,309  21,862,826  Reports in August.               25,028,136   21,862,826   NOCMP
- --------------------------------                                 ----------  ---------  -------  -----------  -----------  ------
COMPARABLE SUBTOTALS                                                177,287    178,391     -0.6    1,579,173    1,685,362    -6.3
                                                                      AREA:     18,210                 AREA:       18,210        
- ---------------------------------------------------------------------------------------------------------------------------------
*** NON REPORTING TENANTS *** SIC CLASS: NONREP

BANK OF DELAWARE                   11/91         15                 Does not report sales.
BOARDWALK FRIES                    08/82      12/92           0      Closed
BOSCOV'S                           11/95      12/95           0      Closed
COUNTRY CLUBS GOLF                 10/93      2,385                 Does not report sales.
CREATIVE * IMPRESSION              11/95      3,309                 Does not report sales.
DELAWARE ARMY NATIONAL             12/93      1,463                 Does not report sales.
NUBIAN EXPRESSIONS                 04/94      1,360                 Does not report sales.
SATURN OF NEWARK                   09/95        965                 Does not report sales.
SHEILA'S WORLD                     09/95      1,033                 Does not report sales.
SPORTS FANS                        08/95        843                 Does not report sales.
U.S. BLUES                         09/94      1,779                 Does not report sales.
VACANT UNIT  4068                  00/00        609                 Does not report sales.
VACANT UNIT  5004                  00/00      1,192                 Does not report sales.
</TABLE>


<TABLE>
<CAPTION>
TENANT                            -------------ROLLING 12 MONTHS SALES THROUGH------------  ----------BREAK POINT---------
                                      12/95        PSF         12/94        PSF      +/-%        AMOUNT         %        #
- --------------------------------  -----------  ---------  ------------  ---------  -------  ------------  --------  ------
<S>                                 <C>          <C>         <C>          <C>        <C>       <C>            <C>       <C>
*** ANCHORS *** SIC CLASS: ANCHOR

FOX THEATER                         1,579,173      86.72     1,685,362      92.55     -6.3     1,255,800     10.00       1
LEGGETT                             6,264,414      83.89     6,226,280      83.38    NOCMP     8,960,520      2.50       1
SEARS                              25,028,136     224.85    21,862,826     196.41    NOCMP
- --------------------               ----------     ------    ----------     ------    -----
COMPARABLE SUBTOTALS                1,579,173      86.72     1,685,362      92.55     -6.3
                                                   AREA:        18,210
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

FEB 1, 1996 03:20                                                        PAGE 12
                     PROPERTY MANAGEMENT INFORMATION SYSTEM
                    SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                           SALES REPORTS NOT RECEIVED
                                9135: DOVER MALL

<TABLE>
<CAPTION>
                           ---------------------------------1994--------------------------------   
TENANTS NAME      SLSCAT   Jan   Feb   Mar   Apr   May   Jun   Jul   Aug   Sep   Oct   Nov   Dec   
- ------------      ------   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   ---   
<S>                <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
BAIN'S DELI        CFC                                                                             
LA ROUTA PIZZA     CO2                  X                       X     X                            
</TABLE>


<TABLE>
<CAPTION>
                           ---------------------------------1995---------------------------------
TENANTS NAME      SLSCAT   Jan   Feb    Mar   Apr   May   Jun   Jul   Aug   Sep   Oct   Nov   Dec
- ------------      ------   ---   ---    ---   ---   ---   ---   ---   ---   ---   ---   ---   ---
<S>                <C>     <C>   <C>    <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
BAIN'S DELI        CFC                                                       X     X     X     X
LA ROUTA PIZZA     CO2                                           X                 X     X     X
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                             DOVER MALL
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS
                                                           6/24/96 @ 9:00

                       PRIMARY/                                             ANNUAL    
                      SECONDARY SQUARE LEASE   LEASE  OPTION     MINIMUM    MINIMUM  OVERAGE CEILING   BREAKPOINT      
     TENANT             CODES    FEET  BEGIN    END   #/MOS     RENT/ SF     RENT       %     (000's)  (000'S)      RECOVERIES  
- -------------------   --------- ------ -----   -----   -----  ------------  -------  ------- -------   ---------  ----------------
<S>                      <C>    <C>    <C>     <C>       <C>  <C>  <C>      <C>        <C>  <C>          <C>      <C>            
#1-SUITE 0015             3        15  12/91   11/96     --        560.00    8,400                       NATURAL  UTILITY RECOVERY
BANK OF DELAWARE          9

#2-SUITE 1004             1     2,940  12/87    6/97     --         17.00   49,980     6.00 UNLIMITED        833  UTILITY RECOVERY
PAYLESS SHOES             4                                                                                       CAM RECOVERY
  
#3-SUITE 1008             1     2,350   3/90    3/02     --         24.00   56,400     5.00 UNLIMITED      1,128  UTILITY RECOVERY
SUNCOAST MOTION           4                                   4/00  28.00   65,800                                C

#4-SUITE 1016             1     2,408   1/98   12/07     --         23.06   55,535     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    4                                   1/03  24.75   59,598                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

#5-SUITE 1020             1     4,784   4/93    4/08     --         16.00   76,544     6.00 UNLIMITED      1,531  CAM
RUBY TUESDAY             11                                   5/98  17.00   81,328                                T
                                                              5/03  18.00   86,112    

#6-SUITE 1028             1     1,143   1/88   12/97     --         39.37   45,000     6.00 UNLIMITED        750  UTILITY RECOVERY
GORDONS JEWELERS          2                                                                                       CAM
                                              
#7-SUITE 1036             1     3,975   5/93    5/03     --         23.00   91,425     6.00 UNLIMITED      1,601  UTILITY RECOVERY
RECORD TOWN               5                                   6/96  25.00   99,375                                CAM
                                                              6/00  27.00  107,325                                T

#8-SUITE 1040             1     2,130   8/82   12/97     --         16.00   34,080     6.00 UNLIMITED        568  UTILITY RECOVERY
FOOTLOCKER                4                                                                                       C
                                                                                                                  T

#9-SUITE 1044             1     1,360   1/98   12/07     --         25.00   34,000     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    3                                   1/03  27.50   37,400                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

#10-SUITE 1056            1    14,182   5/92    5/04     --         19.00  269,458     5.00 UNLIMITED      5,389  C
EXPRESS/STRUCTURE         7                                   6/98  22.00  312,004                                T
                                              
#11-SUITE 1060            1     7,311   4/93    4/03     --         18.00  131,598     5.00 UNLIMITED      2,632  C
LERNER NY                 6                                   5/98  20.00  146,220                                T
                                              
#12-SUITE 1068            1     3,309  11/96   10/06     --         18.00   59,562     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
CHILDRENS PLACE           4                                  11/99  20.00   66,180                                TAX1-RECOVERY TAX1
                                                             11/03  22.00   72,798                                UTILITY RECOVERY

#13-SUITE 1072            1     3,647   7/85    7/97     --         16.00   58,532     6.00 UNLIMITED      1,167  UTILITY RECOVERY
THE GAP                   5                                                                                       C
                                                                                                                  T

#14-SUITE 1076            1     3,726   5/93    6/03     --         20.00   74,520     8.00 UNLIMITED        932  UTILITY RECOVERY
MATHEW'S HALLMARK         5                                   1/98  25.00   93,150                                C
                                                                                                                  T

#15-SUITE 1080            1     4,160  11/86   12/98     --         17.00   70,720     6.00 UNLIMITED      1,414  UTILITY RECOVERY
SAM GOODY                 5                                                                                       C
                                                                                                                  T

#16-SUITE 1084            1     2,449   1/93   12/02     --         22.00   53,878     3.00 UNLIMITED      1,347  UTILITY RECOVERY
RADIO SHACK               4                                                                                       C
                                                                                                                  T
</TABLE>
                                             


<PAGE>

<TABLE>
<CAPTION>
                                                             



                       PRIMARY/                                             ANNUAL    
                      SECONDARY SQUARE LEASE   LEASE  OPTION     MINIMUM    MINIMUM  OVERAGE CEILING   BREAKPOINT      
     TENANT             CODES    FEET  BEGIN    END   #/MOS     RENT/ SF     RENT       %     (000's)  (000'S)      RECOVERIES  
- -------------------   --------- ------ -----   -----   -----  ------------  -------  ------- -------   ---------  ----------------
<S>                      <C>  <C>      <C>      <C>   <C>      <C>  <C>     <C>        <C>  <C>          <C>      <C>            
# 17-SUITE 1088           1     3,951   1/98   12/07     --         19.48   79,946     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    5                                   1/03  20.00   82,576                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

# 18-SUITE 1092           1     2,139   3/91     3/01    --         29.00   62,031     6.00 UNLIMITED      1,034  UTILITY RECOVERY
JEANS WEST                4                                   1/98  31.00   33,309                                C

# 19-SUITE 1096           1     3,804   5/94    4/04     --         22.00   83,688     6.00 UNLIMITED      1,395  UTILITY RECOVERY
BOMBAY COMPANY            5                                   5/99  24.00   91,296                                C
                                                                                                                  T

# 20-SUITE 1110           4     4,176   3/95    1/06     --         18.00   75,168     6.00 UNLIMITED      1,253  UTILITY RECOVERY
AMERICAN EAGLE           10                                                                                       C
                                                                                                                  T

# 21-SUITE 2000           1     74,671  8/82    8/02     --          3.00  224,013     2.50 UNLIMITED      8,961  C
LEGGETT                   4                                                                                       T

                                                      1-120          3.00  224,013     2.50 UNLIMITED      8,961  C
                                                                                                                  T

# 22-SUITE 2008           1     2,882  11/94   12/04     --         26.02   74,990     6.00 UNLIMITED      1,250  UTILITY RECOVERY
ZALES JEWELERS            4                                  12/97  29.46   84,904                                C
                                                             12/01  32.96   94,991                                T

# 23-SUITE 2016           1     2,016   1/97   12/06     --         22.50   45,360     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    4                                   1/02  24.75   49,896                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
# 24-SUITE 2024           1     6,168   4/93    1/04     --         18.00  111,024     6.00 UNLIMITED      2,220  C
VICTORIA'S SECRET         4                                   5/98  20.00  123,360                                T

# 25-SUITE 2032           1     3,010   1/95   12/04     --         25.00   75,250     6.00 UNLIMITED      1,254  UTILITY RECOVERY
FOOT ACTION               4                                   1/98  27.00   81,270                                C
                                                              1/02  29.00   87,290                                T

# 26-SUITE 2036           1     2,015   5/95    1/06     --   4/98  23.00   46,345     6.00 UNLIMITED        772  UTILITY RECOVERY
SPENCER GIFTS             4                                   4/02  25.00   50,375                                C
                                                                    27.00   54,405                                T

# 27-SUITE 2040           1     3,828   7/94    7/04     --         24.00   91,872     6.00 UNLIMITED      1,531  UTILITY RECOVERY
KAY BEE TOYS              5                                   8/97  26.00   99,528                                C
                                                              8/01  28.00  107,184                                T

# 28-SUITE 2044           1     3,213   3/91    3/01     --         25.00   80,325     6.00 UNLIMITED      1,339  UTILITY RECOVERY
COUNTY SEAT               4                                                                                       C

# 29-SUITE 2046           1     1,870   9/96    8/06     --         22.00   41,140     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
JUST SPORTS               3                                   9/99  24.00   44,880                                TAX1-RECOVERY TAX1
                                                              9/03  26.00   48,620                                UTILITY RECOVERY

# 30-SUITE 2050           1     1,033  11/86   12/97     --         14.50   14,979     6.00 UNLIMITED        250  UTILITY RECOVERY
SMALL'S                   2                                                                                       C
                                                                                                                  T

# 31-SUITE 2052           1     1,474  11/90   11/02     --         18.00   26,532     6.00 UNLIMITED        442  UTILITY RECOVERY
CUTLER CAMERA             3                                  11/98  20.00   29,480                                C

# 32-SUITE 3000           4   111,309   8/82    8/02     --          2.38  264,915     2.50    12,574     10,574  C
SEARS                    10                                                            1.75    16,574             T
                                                                                       1.25    20,574
                                                                                       1.00 UNLIMITED
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                             Dover Mall
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS
                                                           6/24/96 @ 9:00

                       PRIMARY/                                             ANNUAL    
                      SECONDARY SQUARE LEASE   LEASE  OPTION     MINIMUM    MINIMUM  OVERAGE CEILING   BREAKPOINT      
     TENANT             CODES    FEET  BEGIN    END   #/MOS     RENT/ SF     RENT       %     (000's)  (000'S)      RECOVERIES  
- -------------------   --------- ------ -----   -----   -----  ------------  -------  ------- -------   ---------  ----------------
<S>                      <C>    <C>    <C>     <C>    <C>    <C>    <C>    <C>        <C>   <C>           <C>     <C>            
                                                      1-120          2.38  264,915     2.50    12,574     10,574  C
                                                                                       1.75    16,574             T
                                                                                       1.25    20,574
                                                                                       1.00 UNLIMITED

                           

 #33-SUITE 3004           1     1,015   5/92    3/98     --         27.00   27,405     8.00 UNLIMITED        371  UTILITY RECOVERY
AUNTIE ANNE'S PRET        2                                   4/96  30.00   30,450                                C
                                                                                                                  T

#34-SUITE 3012            1     2,463  11/95    1/06     --         26.00   64,038     6.00 UNLIMITED      1,067  UTILITY RECOVERY
GIFT DESIGN GALLER        4                                   1/98  28.00   68,964                                C
                                                              1/00  30.00   73,890                                T
                                                              1/03  32.00   78,816

#35-SUITE 3020            5    18,210   7/83   12/98     --          7.88  143,495    10.00 UNLIMITED      1,435  C
FOX THEATER              11                                                                                       T

#36-SUITE 3024            1     4,274  11/95    1/06     --         21.00   89,754     5.00 UNLIMITED      1,795  UTILITY RECOVERY
AEROPASTALE               5                                  11/00  27.00  115,398                                C
                                                                                                                  T

#37-SUITE 3028            1     1,194   8/93    7/03     --         30.00   35,820     7.00 UNLIMITED        529  UTILITY RECOVERY
GENERAL NUTRITION         2                                   8/96  32.50   38,805                                C
                                                              8/00  35.00   41,790                                T

#38-SUITE 3032            1     2,676   2/93    3/03     --         25.00   66,900     6.00 UNLIMITED      1,197  UTILITY RECOVERY
B. DALTON BOOKS           4                                   4/96  27.00   72,252                                C
                                                              4/00  29.00   77,604                                T

#39-SUITE 3036            1       720   1/93   12/99     --         51.39   37,001    10.00 UNLIMITED        370  UTILITY RECOVERY
ORIGINAL COOKIE           1                                   1/98  55.56   40,003                                C
                                                                                                                  T

#40-SUITE 3040            2     1,046   7/96    6/06     --         40.00   41,840     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT FOOD COURT         8                                   7/01  44.00   46,024                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                                                                  FOOD COURT CHARGE

#41-SUITE  3042           2       490   2/86    6/96     --         36.73   17,998    10.00 UNLIMITED        100  UTILITY RECOVERY
CHINA COURT               8                                                                                       C
                                                                                                                  T
                                                                                                                  FOOD COURT CHARGE

#42-SUITE 3044            2       304   2/86    6/06     --         40.00   12,160     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT FOOD COURT         8                                   7/01  49.50   15,048                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                                                                  FOOD COURT CHARGE

#43-SUITE 3048            2       732   7/96    9/07     --         40.00   29,280     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT FOOD COURT         8                                  10/02  44.00   32,208                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                                                                  FOOD COURT CHARGE

#44-SUITE 3052            2       828   1/93   12/99     --         32.61   27,001    10.00 UNLIMITED        270  UTILITY RECOVERY
A & W                     8                                  12/97  35.02   28,997                                C
                                                                                                                  T
                                                                                                                  FOOD COURT

#45-SUITE 3056            2       952   5/96    4/06     --         42.02   40,003    10.00 UNLIMITED    NATURAL  FOOD COURT CHARGE
                                                                                                                  CAM1-RECOVERY CAM1
MCDONALD'S                8                                                                                       TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                             




                       PRIMARY/                                             ANNUAL    
                      SECONDARY SQUARE LEASE   LEASE  OPTION     MINIMUM    MINIMUM  OVERAGE CEILING   BREAKPOINT      
     TENANT             CODES    FEET  BEGIN    END   #/MOS     RENT/ SF     RENT       %     (000's)  (000'S)      RECOVERIES  
- -------------------   --------- ------ -----   -----   -----  ------------  -------  ------- -------   ---------  ----------------
<S>                      <C>    <C>    <C>     <C>    <C>    <C>    <C>    <C>        <C>   <C>           <C>     <C>            
# 46-SUITE 3060           2       785   1/89   12/98     --         57.32   44,996    10.00 UNLIMITED        450  UTILITY RECOVERY
SBARRO                    8                                                                                       C
                                                                                                                  FOOD COURT

# 47-SUITE 3064           2       834   1/93    2/03     --         41.97   35,003    10.00 UNLIMITED        350  UTILITY RECOVERY
BOARDWALK FRIES           8                                                                                       FOOD COURT CHARGE
                                                                                                                  C
                                                                                                                  T
                                                                                                                  FOOD COURT

# 48-SUITE 3068           2     1,044  11/93   10/03     --         29.41   30,704     6.00 UNLIMITED        512  UTILITY RECOVERY
CHICK-FIL-A               8                                  11/96  31.67   33,063                                C
                                                             11/00  33.94   35,433                                T
                                                                                                                  FOOD COURT

# 49-SUITE 3072           2     2,203   1/89   12/96     --         24.00   52,872    10.00 UNLIMITED    NATURAL  UTILITY RECOVERY
BULL ON THE BEACH         8                                                                                       C
                                                                                                                  T
                                                                                                                  FOOD COURT

# 50-SUITE 3076           1       567   7/97    6/07     --         62.50   35,438     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    1                                   7/02  68.75   38,981                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

# 51-SUITE 3080           1       685   6/87    6/97     --         32.12   22,002     6.00 UNLIMITED        367  UTILITY RECOVERY
CARGO FURNITURE           1                                                                                       C
                                                                                                                  T

# 52-SUITE 3084           1     1,412   3/93    3/03     --         25.50   36,006     6.00 UNLIMITED        625  UTILITY RECOVERY
ELECTRONICS BOUTIQ        3                                   4/96  26.91   37,997                                C
                                                              4/00  28.33   40,002                                T

# 53-SUITE 3088           1       863   3/92    2/02     --         45.89   39,603     7.00 UNLIMITED        514  UTILITY RECOVERY
THE COFFEE BEANERY        2                                   3/97  48.44   41,804                                C
                                                                                                                  T

# 54-SUITE 3092           1       258  12/90   11/97     --        108.53   28,001     8.00 UNLIMITED        350  UTILITY RECOVERY
SUNGLASS HUT              1                                                                                       C

# 55-SUITE 3088           1       651   8/93    6/03     --         46.08   29,998     8.00 UNLIMITED        375  UTILITY RECOVERY
SWEET FACTORY             1                                   6/98  53.76   34,998                                C
                                                                                                                  T

# 56-SUITE 3098           1       843   7/96    6/06     --         33.00   27,819     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    2                                   7/01  36.30   30,601                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

# 57-SUITE 4004           1     5,097   1/87   12/96     --         14.71   74,977    15.00 UNLIMITED        500  UTILITY RECOVERY
JOLLY TIME                6                                                                                       C
                                                                                                                  T

# 58-SUITE 4008           1     4,457  10/86    6/96     --          6.87   30,620     6.00 UNLIMITED        255  UTILITY RECOVERY
BURLINGTON SHOE           5                                                                                       C
                                                                                                                  T

# 59-SUITE 4012           1     1,873   1/93   12/98     --         25.00   46,825                       NATURAL  UTILITY RECOVERY
UNISEX                    3                                                                                       C
                                                                                                                  T

# 60-SUITE 4016           1       420   6/92    6/97     --         42.86   18,001     6.00 UNLIMITED        300  UTILITY RECOVERY
FAST FEET                 1                                                                                       C
                                                                                                                  T
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                             




                       PRIMARY/                                             ANNUAL    
                      SECONDARY SQUARE LEASE   LEASE  OPTION     MINIMUM    MINIMUM  OVERAGE CEILING   BREAKPOINT      
     TENANT             CODES    FEET  BEGIN    END   #/MOS     RENT/ SF     RENT       %     (000's)  (000'S)      RECOVERIES  
- -------------------   --------- ------ -----   -----   -----  ------------  -------  ------- -------   ---------  ----------------
<S>                      <C>    <C>    <C>     <C>    <C>    <C>    <C>    <C>         <C>  <C>          <C>      <C>            

# 61-SUITE 4018           1       420   3/89    2/97     --         42.86   18,001     6.00 UNLIMITED        125  UTILITY RECOVERY
UNISEX II                 1                                                                                       C

# 62-SUITE 4020           1       947  10/87    3/98     --         47.00   44,509     6.00 UNLIMITED        742  UTILITY RECOVERY
FOLEY JEWELERS            2                                  11/97  50.00   47,350                                C
                                                                                                                  T

# 63-SUITE 4024           1     7,220   9/93    1/06     --         18.00  129,960     5.00 UNLIMITED      2,599  C
LIMITED                   6                                  10/99  20.00  144,400                                T

# 64-SUITE 4036           1     4,337   5/95     4/05    --         18.00   78,066     5.00 UNLIMITED      1,561  UTILITY RECOVERY
LANE BRYANT               5                                         18.00                                         C
                                                                                                                  T

# 65-SUITE 4040           1     6,192   8/82    1/98     --          9.00   55,728     5.00 UNLIMITED      1,115  UTILITY RECOVERY
DEB SHOP                  6                                                                                       C
                                                                                                                  T

# 66-SUITE 4044           1     2,989  10/96    9/06     --         22.50   67,253     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    4                                  10/01  24.75   73,978                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

# 67-SUITE 4056           1     4,720   7/95    6/05     --         15.26   72,027     4.00 UNLIMITED      2,478  UTILITY RECOVERY
THE DISNEY STORE          5                                   8/96  21.00   99,120                                C
                                                                                                                  T

# 68-SUITE 4060           1       898   1/95   12/04     --         46.77   41,999     7.00 UNLIMITED        600  UTILITY RECOVERY
HANOVER SHOES             2                                   1/98  50.11   44,999                                C
                                                              1/02  53.45   47,998                                T

# 69-SUITE 4062           1     1,442  12/93    2/04     --         27.74   40,001     8.00 UNLIMITED        500  UTILITY RECOVERY
EXPRESSLY PORTRAIT        3                                                                                       C
                                                                                                                  T

# 70-SUITE 4068           1       609  10/97    9/07     --         46.50   28,319          UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    1                                  10/02  68.75   41,869                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

# 71-SUITE 5000           4   116,480   8/93    8/48     --          0.00        0          UNLIMITED    NATURAL  C
JC PENNEY                10

                                                      1-120          0.00        0          UNLIMITED    NATURAL  C

# 72-SUITE 5004           1     1,192  10/97    9/07     --         33.00   39,336     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                    2                                  10/02  36.30   43,270                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY

# 73-SUITE 5008           1       903  10/93    9/03     --         26.00   23,478     6.00 UNLIMITED        391  UTILITY RECOVERY
PEARLE VISION             2                                   9/96  28.00   25,284                                C
                                                              9/00  30.00   27,090                                T

# 74-SUITE 5012           1     1,230   9/86    8/98     --         35.00   43,050     6.00 UNLIMITED        752  UTILITY RECOVERY
LITTMAN JEWELERS          3                                   9/96  40.00   49,200                                C
                                                                                                                  T

# 75-SUITE 5014           1       750   7/94   12/04     --         44.00   33,000     8.00 UNLIMITED        413  UTILITY RECOVERY
CLAIRE'S BOUTIQUE         1                                   7/97  48.00   36,000                                C
                                                              7/00  50.67   38,003                                T
                                                              7/02  52.00   39,000

# 76-SUITE 5016           1     2,524   3/91    3/01     --         23.00   58,052     6.00 UNLIMITED        968  UTILITY RECOVERY
J. RIGGINGS               4                                   1/98  28.00   70,672                                C
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                       PRIMARY/                                              ANNUAL
                      SECONDARY SQUARE LEASE   LEASE  OPTION     MINIMUM    MINIMUM  OVERAGE CEILING   BREAKPOINT
     TENANT             CODES    FEET  BEGIN    END   #/MOS     RENT/ SF      RENT    %    (000's)     (000'S)      RECOVERIES
- -------------------   --------- ------ -----   -----   -----  ------------  -------  ------- -------   ---------  ----------------
<S>                     <C>    <C>    <C>     <C>       <C> <C>   <C>      <C>         <C>  <C>          <C>      <C>
# 77-SUITE 5020          1     2,480   8/86    1/97     --          14.00   34,720     5.00 UNLIMITED        694  UTILITY RECOVERY
WILSON'S LEATHER         4                                                                                        C
                                                                                                                  T
                                                                  
# 78-SUITE 5024          1     3,100  11/95     1/06    --          16.13   50,003     6.00 UNLIMITED      1,033  UTILITY RECOVERY
LEGENDS SPORTING         4                                  11/97   23.00   71,300                                C
                                                            11/02   26.00   80,600                                T
                                                                  
# 79-SUITE 5028          1     6,067   8/82    1/98     --          10.00   60,670     3.00 UNLIMITED      2,022  UTILITY RECOVERY
CVS                      6                                                                                        C
                                                                                                                  T
                                                                  
# 80-SUITE 5032          1     3,158  10/96    9/06     --          22.50   71,055     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                   4                                  10/01   24.75   78,161                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                  
# 81-SUITE 5036          1     3,317   2/94    1/04     --          26.00   86,242     6.00 UNLIMITED      1,437  UTILITY RECOVERY
WALDENBOOKS              4                                   2/98   28.00   92,876                                C
                                                             2/01   30.00   99,510                                T
                                                                  
# 82-SUITE 5040          1     8,120   1/97   12/06     --          18.00  146,160     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                   6                                   1/02   19.80  160,776                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                  
# 83-SUITE 5048          1       965  10/94    9/04     --          26.00   25,090     6.00 UNLIMITED      418    UTILITY RECOVERY
MASTER CUTS              2                                  10/97   28.00   27,020                                C
                                                            10/01   30.00   28,950                                T
                                                                  
# 84-SUITE 5052          1       965   7/97    6/07     --          33.00   31,845     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                   2                                   7/02   36.30   35,030                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                  
                                                                  
# 85-SUITE 5056          1     2,500  11/88   12/98     --          12.00   30,000     6.00 UNLIMITED        500  UTILITY RECOVERY
DOLLAR TREE              4                                                                                        C
                                                                 
                                                                                                                                   
# 86-SUITE 5061          1     2,385   4/97    3/07     --          22.50   53,663     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                   4                                   4/02   27.50   59,029                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                  
# 87-SUITE 5062          1     1,483   4/97    3/07     --          25.00   37,075     6.00 UNLIMITED    NATURAL  CAM1-RECOVERY CAM1
VACANT                   4                                   4/02   27.50   40,783                                TAX1-RECOVERY TAX1
                                                                                                                  UTILITY RECOVERY
                                                                  
# 88-SUITE 5066          3     2,316  11/87    6/97     --          24.00   55,584     6.00 UNLIMITED        926  UTILITY RECOVERY
BEST JEWELERS            9                                                                                        C
                                                                                                                  T
                                                                  
# 89-SUITE A002          3         1   4/95    3/15     --        2000.00    2,000                       NATURAL   NONE
AT&T TRIDOM             11                                   4/97 3600.00    3,600
                                                                  
                                                                  
# 90-SUITE K002          3       160   1/94   12/99     --         162.50   26,000    10.00 UNLIMITED        260  UTILITY RECOVERY
PIERCING PAGODA         11                                                                                        C
                                                                                                                  T
                                                                  
# 91-SUITE K003          3       160   5/94    4/99     --         131.25   21,000    10.00 UNLIMITED        224  UTILITY RECOVERY
THINGS REMEMBERED       11                                   5/96  143.75   23,000                                C
                                                             5/97  156.25   25,000                                T
                                                                  
# 92-SUITE K005          3       120   2/93    1/98     --         125.00   15,000                       NATURAL  UTILITY RECOVERY
CRYSTAL GARDEN          11                                                                                        C
                              -------                                                                             T
                                                                                                                  
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                       PRIMARY/                                             ANNUAL
                      SECONDARY SQUARE LEASE   LEASE  OPTION     MINIMUM    MINIMUM  OVERAGE CEILING   BREAKPOINT
     TENANT             CODES    FEET  BEGIN    END   #/MOS     RENT/ SF     RENT      %    (000's)     (000'S)      RECOVERIES
- -------------------   --------- ------ -----   -----   -----  ------------  -------  ------- -------   ---------  ----------------
<S>                     <C>   <C>    <C>     <C>       <C> <C>   <C>      <C>         <C>  <C>          <C>      <C>

                             534,494                                                                              C
                             =======                                                                              
                                
</TABLE>


<PAGE>



                                 DOVER COMMONS
                             LEASE ABSTRACT REPORT
                                FOR ALL TENANTS
                                 6/24/96 @ 8:57

<TABLE>
<CAPTION>
                             PRIMARY/                                                                 ANNUAL    
                             SECONDARY    SQUARE      LEASE    LEASE    OPTION      MINIMUM          MINIMUM    
         TENANT                CODES       FEET       BEGIN     END     #/MOS       RENT/SF           RENT      
- ----------------------  ---------------  --------  ---------  -------  --------  ----------------  -----------  
<S>                             <C>       <C>         <C>      <C>        <C>     <C>     <C>        <C>        
#1-SUITE 100                     4        11,020       1/97    12/01      --               8.00       88,160    
VACANT                          10                                                 1/98    8.24       90,805    
                                                                                   1/99    8.49       93,529
                                                                                   1/00    8.74       96,335
                                                                                   1/01    9.00       99,225
                                                                                         
#2-SUITE 101                     1         1,640       7/96     6/01      --              12.00       19,680    
VACANT                           1                                                 7/97   12.36       20,270    
                                                                                   7/98   12.73       20,879
                                                                                   7/99   13.11       21,505
                                                                                   7/00   13.51       22,150
                                                                                         
#3-SUITE 103                     1         1,600      10/96     9/01      --              12.00       19,200    
VACANT                           1                                                10/97   12.36       19,776    
                                                                                  10/98   12.73       20,369
                                                                                  10/99   13.11       20,980
                                                                                  10/00   13.51       21,610

#4-SUITE 105                     1         2,987      12/93    11/98      --              10.00       29,870    
PLAY IT AGAIN SPO                1                                                                              

#5-SUITE 109                     1         1,297       3/95    11/98      --              12.00       15,564    
PROGRESSIVE CASUAL               1                                                                              

#6-SUITE 111                     1         1,260       4/97     3/02      --              12.00       15,120    
VACANT                           1                                                 4/98   12.36       15,574    
                                                                                   4/99   12.73       16,041
                                                                                   4/00   13.11       16,522
                                                                                   4/01   14.00       17,018

#7-SUITE 113                     1         1,400       3/95    12/99      --              12.50       17,500    
AL'S TV SERVICE                  1                                                 2/97   13.00       18,200    
                                                                                   2/98   13.50       18,900
                                                                                   3/99   14.00       19,600

#8-SUITE 115                     1         1,400       7/89     5/96      --              13.00       18,200    
NORTH AMERICAN                   1                                                                              

#9-SUITE 117                     1         2,400       4/94     3/99      --              10.40       24,960    
HOUSEHOLD FINANCE                1                                                 4/96   10.82       25,968    
                                                                                   4/97   11.25       27,000
                                                                                   4/98   11.70       28,080

#10-SUITE 121                    1         2,404       9/92     8/97      --              12.50       30,050    
WEIGHT WATCHERS                  1                                                 9/96   13.00       31,252    

#11-SUITE 125                    1         3,226       5/92     4/97      --               9.50       30,647    
CATHERINE'S                      1                                                                              

#12-SUITE 129                    1           800       5/95     4/98      --              12.00        9,600    
AIRWAVE TECHNOLOGY               1                                                 5/96   12.50       10,000    
                                                                                   5/97   13.00       10,400

#13-SUITE 131                    1         2,591       9/90    12/96      --              14.00       36,274    
UNITED STATES ARMY               1

#14-SUITE 143                    4         8,995       6/95     6/98      --               9.00       80,955    
RAINBOW RECORDS                 10                                                                              
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                
                                OVERAGE    CEILING      BREAKPOINT                   
         TENANT                    %       (000's)       (000'S)           RECOVERIES
- ----------------------  -----  ---------  ----------  -------------  ---------------------------
<S>                               <C>        <C>       <C>            <C> 
#1-SUITE 100                                                          NATURAL  CAM1-RECOVERY CAM1
VACANT                                                                         REAL ESTATE TAXES
                             
                             
                             
                             
#2-SUITE 101                                                          NATURAL  CAM1-RECOVERY CAM1
VACANT                                                                         REAL ESTATE TAXES
                             
                             
                             
                             
#3-SUITE 103                                                          NATURAL  CAM1-RECOVERY CAM1
VACANT                                                                         REAL ESTATE TAXES
                             
                             
                             

#4-SUITE 105                                                          NATURAL  CAM1-RECOVERY CAM1
PLAY IT AGAIN SPO                                                              REAL ESTATE TAXES

#5-SUITE 109                                                          NATURAL  CAM1-RECOVERY CAM1
PROGRESSIVE CASUAL                                                             REAL ESTATE TAXES

#6-SUITE 111                                                          NATURAL  CAM1-RECOVERY CAM1
VACANT                                                                         REAL ESTATE TAXES
                             
                             
                             

#7-SUITE 113                                                          NATURAL  CAM1-RECOVERY CAM1
AL'S TV SERVICE                                                                REAL ESTATE TAXES
                             
                             

#8-SUITE 115                                                          NATURAL  CAM1-RECOVERY CAM1
NORTH AMERICAN                                                                 REAL ESTATE TAXES

#9-SUITE 117                                                          NATURAL  CAM1-RECOVERY CAM1
HOUSEHOLD FINANCE                                                              REAL ESTATE TAXES
                             
                             

#10-SUITE 121                                                         NATURAL  CAM1-RECOVERY CAM1
WEIGHT WATCHERS                                                                REAL ESTATE TAXES

#11-SUITE 125                                                         NATURAL  CAM1-RECOVERY CAM1
CATHERINE'S                                                                    REAL ESTATE TAXES

#12-SUITE 129                                                         NATURAL  CAM1RECOVERY CAM1
AIRWAVE TECHNOLOGY                                                             REAL ESTATE TAXES
                             

#13-SUITE 131                                                         NATURAL  NONE
UNITED STATES ARMY           

#14-SUITE 143                                                         NATURAL  CAM1-RECOVERY CAM1
RAINBOW RECORDS                                                                REAL ESTATE TAXES
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                             PRIMARY/                                                                 ANNUAL    
                             SECONDARY    SQUARE      LEASE    LEASE    OPTION      MINIMUM          MINIMUM    
         TENANT                CODES       FEET       BEGIN     END     #/MOS       RENT/SF           RENT      
- ----------------------  ---------------  --------  ---------  -------  --------  ----------------  -----------  
<S>                             <C>       <C>         <C>      <C>        <C>     <C>     <C>        <C>        
#15-SUITE 150                    4         8,956       2/89     2/99      --              14.75      132,101   
PIER ONE IMPORTS                10                                                                             
                                          ------
                                          51,976
                                          ======
</TABLE>


<TABLE>
<CAPTION>
                                
                                OVERAGE    CEILING      BREAKPOINT                   
         TENANT                    %       (000's)       (000'S)           RECOVERIES
- ----------------------  -----  ---------  ----------  -------------  ---------------------------
<S>                               <C>        <C>       <C>            <C> 
#15-SUITE 150                                                         NATURAL  CAM1-RECOVERY CAM1
PIER ONE IMPORTS                                                               TAX1-RECOVERY TAX1
                                
                                
                                
</TABLE>

<PAGE>



                                   DOVER MALL
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS
                                 6/24/96 @ 8:59



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF DOVER MALL BEGINNING 6/1995
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

FGLA
DESCRIBED AS GROSS LEASABLE AREA; FOOD COURT TENANTS
1995 VALUE -         9,218
THEREAFTER - CONSTANT

AGLA
DESCRIBED AS GROSS LEASABLE AREA; ANCHOR TENANTS
1995 VALUE -       439,460
THEREAFTER - CONSTANT

OGLA
DESCRIBED AS GROSS LEASABLE AREA; TOTAL OWNED GLA
1995 VALUE -       418,014
THEREAFTER - CONSTANT

SGLA
DESCRIBED AS MALL SHOP AREA; EXCLUDES ANCHORS AND THEATRE
1995 VALUE -       213,822
THEREAFTER - CONSTANT

CAM1
DESCRIBED AS GROSS OCCUPIED AREA: USED FOR CAM RECOVERY TYPE 1 (EXCLUDES 
PRIMARY CODE 4/ANCHOR TENANTS)
1995  VALUE  -     178,404
1996  VALUE  -     196,033
1997  VALUE  -     218,500
1998  VALUE  -     228,700
1999  VALUE  -     227,419
2000  VALUE  -     231,749
2001  VALUE  -     230,721
2002  VALUE  -     231,376
2003  VALUE  -     227,549
2004  VALUE  -     226,416
2005  VALUE  -     229,268
2006  VALUE  -     224,747
2007  VALUE  -     225,601
2008  VALUE  -     226,821
2009  VALUE  -     227,419
THEREAFTER   - CONSTANT

MGLA
DESCRIBED AS OCCUPIED AREA; MALL SHOP TENANTS (EXCLUDES PRIMARY CODES 4
(ANCHORS) AND 5 (THEATRE)
1995  VALUE  -     160,194
1996  VALUE  -     177,182
1997  VALUE  -     197,243
1998  VALUE  -     210,490
1999  VALUE  -     212,244
2000  VALUE  -     213,539
2001  VALUE  -     210,957
2002  VALUE  -     213,166
2003  VALUE  -     209,339
2004  VALUE  -     206,938
2005  VALUE  -     211,058
2006  VALUE  -     206,713


<PAGE>


                                                                          PAGE 2



2007 VALUE -       207,442
2008 VALUE -       208,384
2009 VALUE -       212,244
THEREAFTER -  CONSTANT

EXCR
DESCRIBED AS AREA MEASURE; INCLUDES RUBY TUESDAY, FOX THEATRE, AND KIOSKS; 
THIS AREA MEASURE IS DEDUCTED FROM CAM1 FOR TAX1 RECOVERY
1995 VALUE -        23,434
THEREAFTER - CONSTANT

TAX1
DESCRIBED AS GROSS OCCUPIED AREA; USED FOR TAX RECOVERY TYPE 1
(EXCLUDES PRIMARY CODE #_/___, #_/____)
+100.0% OF CAM1-100.0% OF EXCR

TAX2
DESCRIBED AS GROSS OCCUPIED AREA; USED FOR TAX RECOVERY TYPE 2
(EXCLUDES PRIMARY CODE #_/___, #_/____)
ZERO

GROWTH RATES
- -------------

SALG
DESCRIBED AS GROWTH RATE FACTOR; SALES GROWTH
1995 VALUE -          0.00
1996 VALUE -          2.00
1997 VALUE -          3.00
THEREAFTER - CONSTANT

RENG
DESCRIBED AS GROWTH RATE FACTOR; MARKET RENT GROWTH
1995 VALUE -          0.00
1996 VALUE -          0.00
1997 VALUE -          2.50
1998 VALUE -          3.00
THEREAFTER - CONSTANT

EXPG
DESCRIBED AS GROWTH RATE FACTOR; GENERAL EXPENSE GROWTH
1995 VALUE -          3.50
1996 VALUE -          3.50
THEREAFTER - CONSTANT

TAXG
DESCRIBED AS GROWTH RATE FACOTR; TAX EXPENSE GROWTH
1995 VALUE -          3.50
1996 VALUE -          3.50
THEREAFTER - CONSTANT

UTLG
DESCRIBED AS GROWTH RATE FACTOR; MISCELLANEOUS INCOME GROWTH
1995 VALUE -          3.00
1996 VALUE -          3.00
THEREAFTER - CONSTANT

MISG
1995 VALUE -          3.00
1996 VALUE -          3.00
THEREAFTER - CONSTANT

MARKET RATES
- ------------

MKT1


<PAGE>


                                                                        PAGE 3


DESCRIBED AS MARKET RENTAL RATE; TENANTS < 750 SQ/FT
1995 VALUE -        46.50
1996 VALUE -        46.50
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 751-1200 SQ/FT
1995 VALUE -        33.00
1996 VALUE -        33.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT3
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 1201-2000 SQ/FT
1995 VALUE -        25.00
1996 VALUE -        25.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT4
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 2001-3500 SQ/FT
1995 VALUE -        22.50
1996 VALUE -        22.50
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT5
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 3501-5000 SQ/FT
1995 VALUE -        19.00
1996 VALUE -        19.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT6
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 5001-10000 SQ/FT
1995 VALUE          18.00
1996 VALUE          18.00
THEREAFTER    GROWING AT  GROWTH RATE RENG

MKT7
DESCRIBED AS  MARKET RENTAL RATE; TENANTS > 10000 SQ/FT
1995 VALUE -        15.00
1996 VALUE -        15.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT8
DESCRIBED AS  MARKET RENTAL RATE; FOOD COURT TENANTS
1995 VALUE -        40.00
1996 VALUE -        40.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT9
DESCRIBED AS  MARKET RENTAL RATE; KIOSK TENANTS
1995 VALUE -           150
1996 VALUE -           150
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKTO
DESCRIBED AS  MARKET RENTAL RATE; OTHER
1995 VALUE -          0.00
1996 VALUE -          0.00
THEREAFTER -  GROWING AT  GROWTH RATE RENG

ALTN
DESCRIBED AS  ALTERATION  RATE; NEW TENANTS
1995 VALUE -        10.00
1996 VALUE -        10.00
THEREAFTER -  GROWING AT  GROWTH RATE EXPG

ALTR
DESCRIBED AS  ALTERATION  RATE; RENEWAL TENANTS
1995 VALUE -         2.00


<PAGE>


                                                                          PAGE 4


1996 VALUE -        2.00
THEREAFTER -  GROWING AT GROWTH RATE EXPG

ALTB
DESCRIBED AS  ALTERATION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30.0% OF ALTN +70.0% OF ALTR

COMN
DESCRIBED AS  COMMISSION RATE; NEW TENANTS
1995 VALUE  -       3.50
1996 VALUE  -       3.50
1997 VALUE  -       3.50
1998 VALUE  -       3.50
1999 VALUE  -       3.50
2000 VALUE  -       3.50
2001 VALUE  -       4.00
2002 VALUE  -       4.00
2003 VALUE  -       4.00
2004 VALUE  -       4.00
2005 VALUE  -       4.00
2006 VALUE  -       4.50
THEREAFTER  - CONSTANT

COMR
DESCRIBED AS  COMMISSION RATE; RENEWAL TENANTS
1995 VALUE  -       1.50
1996 VALUE  -       1.50
1997 VALUE  -       1.50
1998 VALUE  -       1.50
1999 VALUE  -       1.50
2000 VALUE  -       1.50
2001 VALUE  -       1.75
2002 VALUE  -       1.75
2003 VALUE  -       1.75
2004 VALUE  -       1.75
2005 VALUE  -       1.75
2006 VALUE  -       2.00
THEREAFTER  - CONSTANT

COMB
DESCRIBED AS  COMMISSION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30.0% OF CONN +70.0% OF COMR

RESX
DESCRIBED AS EXPENSE RATE; RESERVES FOR REPLACEMENT
1995 VALUE -        0.20
1996 VALUE -        0.20
THEREAFTER -  GROWING AT GROWTH RATE EXPG

UTLR
DESCRIBED AS  EXPENSE RATE; MALL SHOP UTILITIES
1995 VALUE -        1.20
1996 VALUE -        1.20
1997 VALUE -        1.20
THEREAFTER -  GROWING AT GROWTH RATE UTLG

W/SR
DESCRIBED AS  EXPENSE RATE; MALL SHOP WATER/SEWER
1995 VALUE -        0.00
1996 VALUE -        0.00
THEREAFTER -  GROWING AT GROWTH RATE UTLG

FDCT
1995 VALUE  -       7.86
1996 VALUE  -       7.86
THEREAFTER  - GROWING AT GROWTH RATE EXPG

SALM


<PAGE>


                                                                          PAGE 5



1995 VALUE -          260
1996 VALUE -          260
THEREAFTER -  GROWING AT  GROWTH RATE SALG

SALF
1995 VALUE -          343
1996 VALUE -          350
THEREAFTER -  GROWING AT  GROWTH RATE SALG

MISCELLANEOUS INCOMES
- ---------------------

TEMPORARY INCOME
1995 VALUE -      100,000
1996 VALUE -      100,000
THEREAFTER -   GROWING AT  GROWTH RATE MISG

MISCELLANEOUS
1995 VALUE -       25,000
1996 VALUE -       25,000
THEREAFTER -   GROWING AT GROWTH RATE MISG

EXPENSES

COMMON AREA MAINT., REFERRED TO AS CAMX
DESCRIBED AS COMMON AREA MAINTENANCE; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -         0.00
1996 VALUE -    1,285,000
THEREAFTER -   GROWING AT GROWTH RATE EMPG

CDEP-DEPRECIATION , REFERRED TO AS CDEP
DESCRIBED AS COMMON AREA MAINTENANCE EXPENSE; MANAGEMENT FEE PASS-THROUGH
AN INFORMATIONAL EXPENSE
1995 VALUE -      228,833
THEREAFTER - CONSTANT

CANC-ANCHOR CONT. , REFERRED TO AS CANC
DESCRIBED AS COMMON AREA MAINTENANCE; ANCHOR CONTRIBUTION POOL
AN INFORMATIONAL   EXPENSE
1995 VALUE   -     97,949
1996 VALUE   -     97,949
1997 VALUE   -     97,949
1998 VALUE   -     97,949
1999 VALUE   -     97,949
2000 VALUE   -     97,949
2001 VALUE   -     97,949
2002 VALUE   -     97,949
2003 VALUE   -     97,949
2004 VALUE   -     97,949
2005 VALUE   -     97,949
2006 VALUE   -     97,949
2007 VALUE   -     97,949
2008 VALUE   -     97,949
2009 VALUE   -     97,949
THEREAFTER   - CONSTANT

CAMl-RECOVERY CAMI, REFERRED TO AS CAM1
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX+115.0% OF CDEP

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE


<PAGE>


                                                                          PAGE 6

ZERO

CAM3-RECOVERY CAM, REFERRED TO AS CAM3
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 3
AN INFORMATIONAL EXPENSE
ZERO

CAM4-RECOVERY CAM4, REFERRED TO AS CAM
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 4
AN INFORMATIONAL EXPENSE
ZERO

REAL ESTATE TAXES , REFERRED TO AS TAXX
DESCRIBED AS REAL ESTATE TAXES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -         0.0
1996 VALUE -     412,000
THEREAFTER - GROWING AT GROWTH RATE TAXG

TANC-ANCHOR CONT. , REFERRED TO AS TANC
DESCRIBED AS REAL ESTATE TAXES; ANCHOR TAX CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
1995 VALUE -        0.00
1996 VALUE -        0.00
THEREAFTER - GROWING AT GROWTH RATE TAXG

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE
1995 VALUE -     317,983
THEREAFTER - GROWING AT GROWTH RATE TAXG

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE
ZERO

UTILITY EXPENSE    , REFERRED TO AS UTLX
DESCRIBED AS UTILITIES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -        0.00
1996 VALUE -     435,000
THEREAFTER - GROWING AT GROWTH RATE UTLG

UTL-UTILITIES      , REFERRED TO AS UTLR
DESCRIBED AS UTILITIES; MALL SHOP PASS-THROUGH
AN INFORMATIONAL EXPENSE
+130.0% OF UTLX

WATER & SEWER EXP., REFERRED TO AS W/SX
DESCRIBED AS WATER & SEWER; GENERAL EXPENSE
AN INFORMATIONAL EXPENSE
1995 VALUE -        0.00
1996 VALUE -        0.00
THEREAFTER - GROWING AT GROWTH RATE UTLG

W/S-WATER & SEWER , REFERRED TO AS W/SR
DESCRIBED AS WATER & SEWER; MALL SHOP PASS-THROUGH
AM INFORMATIONAL EXPENSE
+100.0% OF W/SX

FOOD COURT EXPENSE, REFERRED TO AS FCTX
DESCRIBED AS FOOD COURT; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE         45,000
1996 VALUE         45,000
THEREAFTER   GROWING AT GROWTH RATE EXPG


<PAGE>


                                                                          PAGE 7


FCT-FOOD COURT   ,    REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT; FOOD COURT PASS-THROUGH
AN INFORMATIONAL EXPENSE
+115.0% OF FCTX

GENERAL & ADMIN. , REFERRED TO AS G&AX
DESCRIBED AS NON-RECOVERABLE EXPENSE; GENERAL & ADMINISTRATIVE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -         0.00
1996 VALUE -       40,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG

MARKETING EXPENSE , REFERRED TO AS MKTX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MARKETING
CHARGED AGAINST MET OPERATING INCOME
1995 VALUE -         0.00
1996 VALUE -       35,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG

MISCELLANEOUS      , REFERRED TO AS MISX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MISCELLANEOUS
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -         0.00
1996 VALUE -       50,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL  GROSS INCOME
FOR ALL TENANTS SUBJECT  TO VACANCY
1995 VALUE -         2.00
1996 VALUE -         2.00
1997 VALUE -         2.50
1998 VALUE -         4.00
THEREAFTER - CONSTANT

MANAGEMENT  FEE
- --------------

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1995 VALUE -         3.00
1996 VALUE -         3.00
THEREAFTER -  CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 5.000% OF TOTAL RENT

STANDARD METHOD #2 - 2.500% OF TOTAL RENT

STANDARD METHOD #3 - 3.250% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1     CASHED OUT


<PAGE>


                                                                          PAGE 8



STANDARD METHOD #2 - CASHED OUT


STANDARD METHOD #3 - CASHED OUT


STANDARD METHOD #4 - CASHED OUT


STANDARD METHOD #5 - CASHED OUT



ALTERATION CALCULATION
- ----------------------


NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT


STANDARD METHOD #2 - CASHED OUT


STANDARD METHOD #3 - CASHED OUT


STANDARD METHOD #4 - CASHED OUT


STANDARD METHOD #5 - CASHED OUT



COMMON AREA MAINTENANCE POOL
- ----------------------------


CONTRIBUTIONS CONTAINED IN EXPENSE CANC

BASED ON RECOVERIES ASSIGNED TO COST CENTER     2 - CAM-ANCHOR TENANTS

FOR THOSE TENANTS WITH THE FOLLOWING PRIMARY CLASSIFICATION CODE(S):

     4 - ANCHOR TENANTS



CAPITAL EXPENDITURES
- --------------------


REPL'MENT RESERVE
MARKET RATE RESX MULTIPLIED BY AREA MEASURE OGLA


CAPITAL REPAIRS

1995 VALUE -       0.00
1996 VALUE -    400,000
1997 VALUE -    200,000
THEREAFTER -  CONSTANT



PRIMARY CLASSIFICATION CODES
- ----------------------------

     1 - MALL SHOP TENANTS
     2 - FOOD COURT TENANTS
     3 - KIOSK TENANTS
     4 - ANCHOR TENANTS
     5 - THEATRE



SECONDARY CLASSIFICATION CODES
- ------------------------------

     1 - TENANTS < 750
     2 - TENANTS  751-1200
     3 - TENANTS 1201-2000
     4 - TENANTS 2001-3500


<PAGE>


                                                                          PAGE 9


     5 - TENANTS 3501-5000
     6 - TENANTS 5001-10000
     7 - TENANTS > 10000
     8 - FOOD COURT TENANTS
     9 - KIOSK TENANTS
    10 - ANCHOR TENANTS
    11 - EXC FROM RECOVERY

COST CENTERS
- ------------

     1 - CAM-MALL SHOPS
     2 - CAM-ANCHOR TENANTS
     3 - TAX-MALL SHOPS
     4 - TAX-ANCHOR TENANTS
     5 - UTL-UTILITY INCOME
     6 - W/S-WATER & SEWER
     7 - HVC-HVAC INCOME 
     8 - FCT-FOOD COURT

SALES VOLUME PROFILE
- --------------------

          PERCENT OF       RELATIVE
MONTH    ANNUAL SALES      VOLUME
- -----    ------------      --------
 JAN           8.33%           1.00
 FEB           8.33%           1.00
 MAR           8.33%           1.00
 APR           8.33%           1.00
 MAY           8.33%           1.00
 JUN           8-33%           1.00
 JUL           8.33%           1.00
 AUG           8.33%           1.00
 SEP           8.33%           1.00
 OCT           8.33%           1.00
 Nov           8.33%           1.00
 DEC           8.33%           1.00
              -------        -------
TOTALS        100.00%         12.00

GLOBAL  RECOVERIES
- ------------------

CAMl-RECOVERY CAM1, REFERRED TO AS CAMI
DESCRIBED AS CAM RECOVERY; TYPE 1
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE CAM1
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2
DESCRIBED AS CAM RECOVERY; TYPE 2
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE MGLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A C0MPLETE PASSTHROUGH

CAM3-RECOVERY CAM3, REFERRED TO AS CAM3
DESCRIBED AS CAM RECOVERY; TYPE 3
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS


<PAGE>


                                                                         PAGE 10



PRO RATA SHARE RECOVERY OF EXPENSE CAM3 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE /3 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM4-RECOVERY CAM4, REFERRED TO AS CAM4
DESCRIBED AS CAM RECOVERY; TYPE 4
ASSIGNED TO COST CENTER     1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM4
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE EXCR
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS TAX RECOVERY; TYPE 1
ASSIGNED TO COST CENTER     3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE TAX1
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS TAX RECOVERY; TYPE 2
ASSIGNED TO COST CENTER     3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE TAX2
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

UTILITY RECOVERY , REFERRED TO AS UTLR 
DESCRIBED AS UTILITY RECOVERY; MALL SHOPS 
ASSIGNED TO COST CENTER       5 - UTL-UTILITY INCOME 
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE 
YEAR 1 VALUE -  MARKET RATE UTLR 
THEREAFTER   -  GROWING AT GROWTH RATE UTLG 
CAP          -  NONE 

W/S-WATER & SEWER , REFERRED TO AS W/SR 
DESCRIBED AS WATER/SEWER RECOVERY; MALL SHOPS 
ASSIGNED TO COST CENTER 6 - W/S-WATER & SEWER 
PRO RATA SHARE RECOVERY OF EXPENSE W/SR 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE SGLA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE WITH 
NO CAP AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

FOOD COURT CHARGE , REFERRED TO AS FDCT 
DESCRIBED AS HVAC RECOVERY; MALL TENANT CHARGE 
ASSIGNED TO COST CENTER       8 - FCT-FOOD COURT 
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE 
YEAR 1 VALUE - MARKET RATE FDCT
THEREAFTER   - GROWING AT GROWTH RATE EXPG 
CAP          - NONE

FCTR-FOOO COURT    , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT RECOVERY;
ASSIGNED TO COST CENTER      8 - FCT-FOOD COURT
  3.00% OF SALES

FCT-FOOO COURT     , REFERRED TO AS FOOD 
ASSIGNED TO COST CENTER       8 - FCT-FOOD COURT
PRO RATA SHARE RECOVERY OF EXPENSE FCTR 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE FGLA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE


<PAGE>


                                                                         PAGE 11



WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

GLB1
GLOBAL GROUPING
GLOBAL RECOVERY  CAM1
GLOBAL RECOVERY  TAX1
GLOBAL RECOVERY  UTLR

GLB2
GLOBAL GROUPING
GLOBAL RECOVERY  CAM2
GLOBAL RECOVERY  TAX2
GLOBAL RECOVERY  UTLR
GLOBAL RECOVERY  W/SR

CAM RECOVERY        , REFERRED TO AS CAM*
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE -      20,000
THEREAFTER   - GROWING AT GROWTH RATE EXPG
CAP          - NONE


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SOUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

# 1 - MKTI
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER    - GROWING AT  0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE


<PAGE>


                                                                         PAGE 12


SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS INCREASE     FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MKT2
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER     - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE    FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE


<PAGE>


                                                                         PAGE 13

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 3 - MKT3
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              3 - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER    - GROWING AT  0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE    FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT


<PAGE>


                                                                         PAGE 14


- --------------------------------------------------------------------------------

* 4 - MKT4
BASE LEASE DATES:      1/1996 TO 12/2005
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:             1
PRIMARY CODE:               1 - HALL SHOP TENANTS
SECONDARY CODE:             4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER     - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE    FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 5 - MKT5
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR


<PAGE>


                                                                         PAGE 15



PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT     MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE   FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------   ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 6 - MKT6
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER    - GROWING AT     0.00%
WITH A NATURAL BREAKPOINT PLUS MINIM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


<PAGE>


                                                                         PAGE 16


         LENGTH     VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE    FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 7 - MKT7
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE Of TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               7 - TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT       0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER      - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE    FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:


<PAGE>


                                                                         PAGE 17


SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- -------------------------------------------------------------------------------

# 8 - MKT8-FOOD COURT
BASE LEASE DATES:       1/1996 To 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                2 - FOOD COURT TENANTS
SECONDARY CODE:              8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER      - GROWING AT  0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE    FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL C0MMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB


<PAGE>


                                                                         PAGE 18


RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 9 - MKT9-KIOSKS
BASE LEASE DATES:       1/1996 TO 12/2000
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                3 - KIOSK TENANTS
SECONDARY CODE:              9 - KIOSK TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER     - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH      VACANT   SQ FT      MONTHS OF
TERM YEARS.MONTHS   MONTHS  INCREASE    FREE RENT    COMMISSIONS   ALTERATIONS
- ---- ------------   ------  --------    ----------   -----------   -----------
1        10.00         2      NONE        NONE           YES           YES
2        10.00         2      NONE        NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT9
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT    0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 30
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLBI

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: NONE


<PAGE>


                                  DOVER COMMONS
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS
                                 6/24/96 @ 8:57


BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF DOVER COMMONS BEGINNING 6/1995
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

SGLA
DESCRIBED AS GROSS LEASABLE AREA; MALL SHOP TENANTS
1995 VALUE -      23,005
1996 VALUE -      23,005
THEREAFTER -  CONSTANT

AGLA
DESCRIBED AS  GROSS LEASABLE AREA; ANCHOR TENANTS
1995 VALUE -      28,971
1996 VALUE -      28,971
THEREAFTER -  CONSTANT

OGLA
DESCRIBED AS  GROSS LEASABLE AREA; TOTAL OWNED GLA
1995 VALUE -      51,976
1996 VALUE -      51,976
THEREAFTER -  CONSTANT

CAM1
DESCRIBED AS  GROSS OCCUPIED AREA; USED FOR CAM AND TAX RECOVERY
1995 VALUE -      30,592
1996 VALUE -      36,276
1997 VALUE -      49,591
1998 VALUE -      49,987
1999 VALUE -      49,726
2000 VALUE -      51,743
2001 VALUE -      51,436
2002 VALUE -      48,326
2003 VALUE -      50,344
2004 VALUE -      49,369
2005 VALUE -      51,743
2006 VALUE -      51,569
2007 VALUE -      48,803
2008 VALUE -      49,943
2009 VALUE -      49,369
THEREAFTER - CONSTANT


GROWTH RATES
- ------------

RENG
DESCRIBED AS  GROWTH RATE FACTOR; MARKET RENT GROWTH
1995 VALUE -         0.00
1996 VALUE -         0.00
1997 VALUE -         3.00
THEREAFTER -  CONSTANT

EXPG
DESCRIBED AS  GROWTH RATE FACTOR; GENERAL EXPENSE GROWTH
1995 VALUE -         3.50
1996 VALUE -         3.50
THEREAFTER -  CONSTANT

TAXG


<PAGE>


                                                                          PAGE 2



DESCRIBED AS GROWTH RATE FACOTR; TAX EXPENSE GROWTH
1995 VALUE -       3.50
1996 VALUE -       3.50
THEREAFTER - CONSTANT

MISG
1995 VALUE -       3.00
1996 VALUE -       3.00
THEREAFTER - CONSTANT

MARKET RATES
- ------------

MKT1
DESCRIBED AS  MARKET RENTAL RATE; TENANTS < 750 SQ/FT
1995 VALUE -      12.00
1996 VALUE -      12.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 751-1200 SQ/FT
1995 VALUE -       8.00
1996 VALUE -       8.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

ALTS
DESCRIBED AS  ALTERATION RATE; FORMER SILO SPACE (SUITE 100)
1995 VALUE -      10.00
THEREAFTER -  CONSTANT

ALTN
DESCRIBED AS  ALTERATION RATE; NEW TENANTS
1995 VALUE -       5.00
1996 VALUE -       5.00
THEREAFTER -  GROWING AT   GROWTH RATE EXPG

ALTR
DESCRIBED AS  ALTERATION   RATE; RENEWAL TENANTS
1995 VALUE -       1.00
1996 VALUE -       1.00
THEREAFTER -  GROWING AT   GROWTH RATE EXPG

ALTB
DESCRIBED AS  ALTERATION   RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
 +30.0% OF ALTN +70.0% OF ALTR

COMN
DESCRIBED AS  COMMISSION   RATE; NEW TENANTS
1995 VALUE -       3.50
1996 VALUE -       3.50
1997 VALUE -       3.50
1998 VALUE -       3.50
1999 VALUE -       3.50
2000 VALUE -       3.50
2001 VALUE -       4.00
2002 VALUE -       4.00
2003 VALUE -       4.00
2004 VALUE -       4.00
2005 VALUE -       4.00
2006 VALUE -       4.50
THEREAFTER - CONSTANT

COMR
DESCRIBED AS  COMMISSION RATE; RENEWAL TENANTS
1995 VALUE -       1.50
1996 VALUE -       1.50
1997 VALUE -       1.50


<PAGE>


                                                                          PAGE 3



1998 VALUE -       1.50
1999 VALUE -       1.50
2000 VALUE -       1.50
2001 VALUE -       1.75
2002 VALUE -       1.75
2003 VALUE -       1.75
2004 VALUE -       1.75
2005 VALUE -       1.75
2006 VALUE -       2.00
THEREAFTER - CONSTANT

COMB
DESCRIBED AS COMMISSION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30.0% OF CONN +70.0% OF COMR

RESX
DESCRIBED AS EXPENSE RATE; RESERVES FOR REPLACEMENT
1995 VALUE -       0.20
1996 VALUE -       0.20
THEREAFTER - GROWING AT GROWTH RATE EXPG

FREE
1995 VALUE -       5.00
THEREAFTER - CONSTANT

MISCELLANEOUS INCOMES
- ---------------------

/1
1995 VALUE -       0.00
1996 VALUE -       0.00
THEREAFTER - GROWING AT GROWTH RATE MISG

/2
1995 VALUE -       0.00
1996 VALUE -       0.00
THEREAFTER - GROWING AT GROWTH RATE MISG

EXPENSES
- --------

COMMON AREA MAINT., REFERRED TO AS CAMX
DESCRIBED AS COMMON AREA MAINTENANCE; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -     50,000
1996 VALUE -     50,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

CMGT-MGMT.FEE       , REFERRED TO AS CMGT
DESCRIBED AS C0MMON AREA MAINTENANCE EXPENSE; MANAGEMENT FEE PASS-THROUGH
AN INFORMATIONAL EXPENSE
ZERO

CANC-ANCHOR CONT., REFERRED TO AS CANC
DESCRIBED AS COMMON AREA MAINTENANCE; ANCHOR CONTRIBUTION POOL
AN INFORMATIONAL EXPENSE
1995  VALUE -      0.00
1996  VALUE -      0.00
1997  VALUE -      0.00
1998  VALUE -      0.00
1999  VALUE -      0.00
2000  VALUE -      0.00
2001  VALUE -      0.00
2002  VALUE -      0.00
2003  VALUE -      0.00
2004  VALUE -      0.00


<PAGE>


                                                                          PAGE 4


2005 VALUE -       0.00
2006 VALUE -       0.00
2007 VALUE -       0.00
2008 VALUE -       0.00
2009 VALUE -       0.00
THEREAFTER - CONSTANT

CAMl-RECOVERY CAM1, REFERRED TO AS CAM1
DESCRIBED AS COMMON AREA MAINTENANCE; FOR  RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE
ZERO

CAM3-RECOVERY CAM3,  REFEWD TO AS CAM3
DESCRIBED AS C0MMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 3
AN INFORMATIONAL EXPENSE
ZERO

CAM4-RECOVERY CAM4, REFERRED TO AS CAM4
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 4
AN INFORMATIONAL EXPENSE
ZERO

REAL ESTATE TAXES, REFERRED TO AS TAXX
DESCRIBED AS REAL ESTATE TAXES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -     32,500
1996 VALUE -     32.500
THEREAFTER - GROWING AT GROWTH RATE TAXG

TANC-ANCHOR CONT., REFERRED TO AS TANC
DESCRIBED AS REAL ESTATE TAXES; ANCHOR TAX CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
1995 VALUE -       0.00
1996 VALUE -       0.00
THEREAFTER - GROWING AT  GROWTH RATE TAXG

TAXl-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE
ZERO

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE
ZERO

UTILITY EXPENSE    , REFERRED TO AS UTLX
DESCRIBED AS UTILITIES; GENERAL EXPENSE
CHARGED AGAINST MET OPERATING INCOME
1995 VALUE -      7,000
1996 VALUE -      7,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

UTL-UTILITIES      , REFERRED TO AS UTLR
DESCRIBED AS UTILITIES; MALL SHOP PASS-THROUGH
AN INFORMATIONAL EXPENSE
+130.0% OF UTLX

WATER & SEWER EXP., REFERRED TO AS W/SX
DESCRIBED AS WATER & SEWER; GENERAL EXPENSE
CHARGED AGAINST MET OPERATING INCOME
1995 VALUE -       1,000
1996 VALUE -       1,000


<PAGE>


                                                                          PAGE 5


THEREAFTER - GROWING AT GROWTH RATE EXPG

W/S-WATER & SEWER  , REFERRED TO AS W/SR
DESCRIBED AS WATER & SEWER; MALL SHOP PASS-THROUGH
AN INFORMATIONAL EXPENSE
+100.0% OF W/SX

FOOD COURT EXPENSE, REFERRED TO AS FCTX
DESCRIBED AS FOOD COURT; GENERAL EXPENSE
AN INFORMATIONAL EXPENSE
1995 VALUE -        0.00
1996 VALUE -        0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

FCT-FOOD COURT    , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT; FOOD COURT PASS-THROUGH
AN INFORMATIONAL EXPENSE
+115.0% OF FCTX

GENERAL & ADMIN. , REFERRED TO AS G&AX
DESCRIBED AS NON-RECOVERABLE EXPENSE; GENERAL & ADMINISTRATIVE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       2,800
1996 VALUE -       2,800
THEREAFTER - GROWING AT GROWTH RATE EXPG

MARKETING EXPENSE , REFERRED TO AS MKTX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MARKETING
AN INFORMATIONAL EXPENSE
1995 VALUE -        0.00
1996 VALUE -        0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

MISCELLANEOUS     , REFERRED TO AS MISX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MISCELLANEOUS
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       1,000
1996 VALUE -       1,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

AN INFORMATIONAL EXPENSE
ZERO

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL  GROSS INCOME
FOR ALL TENANTS SUBJECT  TO VACANCY
1995 VALUE -        2.50
1996 VALUE -        2.50
1997 VALUE -        3.50
1998 VALUE -        5.00
THEREAFTER - CONSTANT

MANAGEMENT  FEE
- --------------

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1995 VALUE -        5.00
1996 VALUE -        5.00
THEREAFTER - CONSTANT


<PAGE>


                                                                          PAGE 6



COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - PERCENT OF EACH YEAR'S RENT WITH EXTENSION:
YEAR 1 - 6.000%
YEAR 2 - 4.000%
YEAR 3 - 4.000%
YEAR 4 - 4.000%
YEAR 5 - 3.000%

STANDARD METHOD #2 - PERCENT OF EACH YEAR'S RENT WITH EXTENSION:

YEAR 1 - 1.800%
YEAR 2 - 1.200%
YEAR 3 - 1.200%
YEAR 4 - 1.200%
YEAR 5 - 0.900%

STANDARD METHOD #3 -  3.250% OF TOTAL RENT

STANDARD METHOD #2 -  0.000% OF TOTAL RENT

STANDARD METHOD #5 -  0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

CONTRIBUTIONS CONTAINED IN EXPENSE CANC
BASED ON RECOVERIES ASSIGNED TO COST CENTER 2 -  CAM-ANCHOR TENANTS 
FOR THOSE TENANTS WITH THE FOLLOWING PRIMARY CLASSIFICATION CODE(S):
     4 - ANCHOR TENANTS


<PAGE>


                                                                          PAGE 7



CAPITAL EXPENDITURES
- --------------------


REPL'MENT RESERVE

MARKET RATE RESX MULTIPLIED BY AREA MEASURE OGLA


/1
1995 VALUE -         0.00
1996 VALUE -         0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG


PRIMARY CLASSIFICATION CODES
- ----------------------------

     1 - MALL SHOP TENANTS
     2 - FOOD COURT TENANTS
     3 - KIOSK TENANTS
     4 - ANCHOR TENANTS


SECONDARY CLASSIFICATION CODES
- ------------------------------

     1 - TENANTS  < 750
     2 - TENANTS  751-1200
     3 - TENANTS  1201-2000
     4 - TENANTS  2001-3500
     5 - TENANTS  3501-5000
     6 - TENANTS  5001-10000
     7 - TENANTS  > 10000
     8 - FOOD COURT TENANTS
     9 - KIOSK TENANTS
    10 - ANCHOR TENANTS


COST CENTERS
- ------------

     1 - CAM-MALL SHOPS
     2 - CAM-ANCHOR TENANTS
     3 - TAX-MALL SHOPS
     4 - TAX-ANCHOR TENANTS
     5 - UTL-UTILITY INCOME
     6 - W/S-WATER & SEWER
     7 - HVC-HVAC INCOME
     8 - FCT-FOOD COURT


SALES  VOLUME PROFILE
- --------------------

           PERCENT OF       RELATIVE
MONTH     ANNUAL SALES       VOLUME
- -----      ------------      --------

 JAN            8.33%           1.00
 FEB            8.33%           1.00
 MAR            8.33%           1.00
 APR            8.33%           1.00
 MAY            8.33%           1.00
 JUN            8.33%           1.00
 JUL            8.33%           1.00
 AUG            8.33%           1.00
 SEP            8.33%           1.00
 OCT            8.33%           1.00
 NOV            8.33%           1.00
 DEC            8.33%           1.00
              -------         -------


<PAGE>


                                                                          PAGE 8



TOTALS    100.00%         12.00


GLOBAL RECOVERIES
- -----------------

CAMl-RECOVERY CAM1, REFERRED TO AS CAM1
DESCRIBED AS CAM RECOVERY; TYPE 1
ASSIGNED TO COST CENTER    1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE CAM1
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A C0MPLETE PASSTHROUGH

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2 
DESCRIBED AS CAN RECOVERY; TYPE 2 
ASSIGNED TO COST CENTER 1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE /2
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM3-RECOVERY CAM3, REFERRED TO AS CAM3 
DESCRIBED AS CAM RECOVERY; TYPE 3
ASSIGNED TO COST CENTER 1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM3
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE /3
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM4-RECOVERY CAM4, REFERRED TO AS CAM4 
DESCRIBED AS CAM RECOVERY; TYPE 4
ASSIGNED TO COST CENTER 1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM4
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE /4
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

REAL ESTATE TAXES , REFERRED TO AS TAX1 
DESCRIBED AS TAX RECOVERY; TYPE 1
ASSIGNED TO COST CENTER 3 - TAX-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE TAXX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE CAM1
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A C0MPLETE PASSTHROUGH

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS TAX RECOVERY; TYPE 2
ASSIGNED TO COST CENTER     3 - TAX-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAX2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE /6
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A C0MPLETE PASSTHROUGH

UTL-UTILITIES    , REFERRED TO AS UTLR
DESCRIBED AS UTILITY RECOVERY; MALL SHOPS
ASSIGNED TO COST CENTER     5 - UTL-UTILITY INCOME
PRO RATA SHARE RECOVERY OF EXPENSE UTLR
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE /1
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH


<PAGE>


                                                                          PAGE 9



W/S-WATER & SEWER , REFERRED TO AS W/SR 
DESCRIBED AS WATER/SEWER RECOVERY; MALL SHOPS 
ASSIGNED TO COST CENTER 6 - W/S-WATER & SEWER 
PRO RATA SHARE RECOVERY OF EXPENSE W/SR 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE /1 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A RASE OF ZERO FOR A COMPLETE PASSTHROUGH

HVCR-HVAC CHARGE , REFERRED TO AS HVCR 
DESCRIBED AS HVAC RECOVERY; MALL TENANT CHARGE 
ASSIGNED TO COST CENTER       7 - HVC-HVAC INCOME 
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE 
YEAR 1 VALUE -    0.00/SF 
THEREAFTER   -    GROWING AT 0.00% 
CAP          -    NONE

FCTR-FOOD COURT    , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT RECOVERY;
ASSIGNED TO COST CENTER        8  FCT-FOOD COURT
 3.00% OF SALES

GLB1
GLOBAL GROUPING
GLOBAL RECOVERY  CAM1
GLOBAL RECOVERY  TAX1

GLB2
GLOBAL GROUPING
GLOBAL RECOVERY  CAM2
GLOBAL RECOVERY  TAX2
GLOBAL RECOVERY  UTLR
GLOBAL RECOVERY  W/SR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

# 1 - MKT1
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SOUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               1 - TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -       0.00/SF/YR


<PAGE>


                                                                         PAGE 10

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER    - GROWING AT     0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       10.00         2        NONE      NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MKT2
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1   MALL SHOP TENANTS
SECONDARY CODE:               2   TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER     - GROWING AT     0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------


<PAGE>

                                                                         PAGE 11


 1       10.00         2        NONE      NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 3 - MKT3
BASE LEASE BATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                1  - MALL SHOP TENANTS
SECONDARY CODE:              3  - TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER    -  GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       10.00         2        NONE      NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT



<PAGE>


                                                                         PAGE 12



RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 4 - MKT4
BASE LEASE DATES:      1/1996 TO 12/2005
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:             1
PRIMARY CODE:               1 - MALL SHOP TENANTS
SECONDARY CODE:             4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS; NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       10.00         2        NONE      NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 5 - MKT5
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1 - MALL SHOP TENANTS
SECONDARY CODE:               5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:


<PAGE>


                                                                         PAGE 13



INITIAL SALES -          0/YEAR
THEREAFTER    -   GROWING AT  0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       10.00         2        NONE      NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 6 - MKT6
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER    -   GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       10.00         2        NONE      NONE          YES           YES


<PAGE>

                                                                         PAGE 14

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 7 - MKT7
BASE LEASE DATES:       1/1996 TO 12/2005
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:              1
PRIMARY CODE:                1 - MALL SHOP TENANTS
SECONDARY CODE:              7 - TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER    - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       10.00         2        NONE      NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /9
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB


<PAGE>


                                                                         PAGE 15


RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 8 - MKT8-FOOD COURT
BASE LEASE DATES:      1/1996 TO 12/2005
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:             1
PRIMARY CODE:               2 - FOOD COURT TENANTS
SECONDARY CODE:             8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -           0/YEAR
THEREAFTER    -    GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       10.00         2        NONE      NONE          YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /10
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- -------------------------------------------------------------------------------

# 9 - MKT9-KIOSKS
BASE LEASE DATES:        1/1996 TO 12/2000
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 3 - KIOSK TENANTS
SECONDARY CODE:               9 - KIOSK TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR


<PAGE>


                                                                         PAGE 16




THEREAFTER     GROWING AT   0.00%
WITH A NATURAL BREA0OINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH       VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS    ALTERATIONS
- ----  ------------   ------   --------  ---------   -----------    -----------
 1       5.00          2        NONE      NONE          YES           YES
 2       5.00          2        NONE      NONE          YES           YES
 
RENEWAL MINIMUM RENT:
100.00% OF HIGHER Of 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE /11
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 36
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   NONE


<PAGE>


                                   DOVER MALL
                                 TENANT REGISTER
                                 6/24/96 @ 9:00


<TABLE>
<CAPTION>
                  TENANT                      SQUARE FEET    BEGIN DATE     END DATE
- ----------------------------------------      ------------   -----------    --------
       1 - MALL SHOP  TENANTS
<S>                   <C>                           <C>         <C>           <C>   
# 2  - SUITE 1004     PAYLESS SHOES                  2,940      12/1987        6/1997
# 3  - SUITE 1008     SUNCOAST MOTION PI             2,350       3/1990        3/2002
# 4  - SUITE 1016     VACANT                         2,408       1/1998       12/2007
# 5  - SUITE 1020     RUBY TUESDAY                   4,784       4/1993        4/2008
# 6  - SUITE 1028     GORDONS JEWELERS               1,143       1/1988       12/1997
# 7  - SUITE 1036     RECORD TOWN                    3,975       5/1993        5/2003
# 8  - SUITE 1040     FOOTLOCKER                     2,130       8/1982       12/1997
# 9  - SUITE 1044     VACANT                         1,360       1/1998       12/2007
# 10 - SUITE 1056     EXPRESS/STRUCTURE             14,182       5/1992        5/2004
# 11 - SUITE 1060     LERNER NY                      7,311       4/1993        4/2003
# 12 - SUITE 1068     CHILDRENS PLACE                3,309      11/1996       10/2006
# 13 - SUITE 1072     THE GAP                        3,647       7/1985        7/1997
# 14 - SUITE 1076     MATTHEW'S HALLMARK             3,726       5/1993        6/2003
# 15 - SUITE 1080     SAM GOODY                      4,160      11/1986       12/1998
# 16 - SUITE 1084     RADIO SHACK                    2,449       1/1993       12/2002
# 17 - SUITE 1088     VACANT                         3,951       1/1998       12/2007
# 18 - SUITE 1092     JEANS WEST                     2,139       3/1991        3/2001
# 19 - SUITE 1096     BOMBAY COMPANY                 3,804       5/1994        4/2004
# 20 - SUITE 1110     AMERICAN EAGLE                 4,176       3/1995        1/2006
# 22 - SUITE 2008     ZALES JEWELERS                 2,882      11/1994       12/2004
# 23 - SUITE 2016     VACANT                         2,016       1/1997       12/2006
# 24 - SUITE 2024     VICTORIA'S SECRET              6,168       4/1993        1/2004
# 25 - SUITE 2032     FOOTACTION                     3,010       1/1995       12/2004
# 26 - SUITE 2036     SPENCER GIFTS                  2,015       5/1995        1/2006
# 27 - SUITE 2040     KAY BEE TOYS                   3,828       7/1994        7/2004
# 28 - SUITE 2044     COUNTY SEAT                    3,213       3/1991        3/2001
# 29 - SUITE 2046     JUST SPORTS                    1,870       9/1996        8/2006
# 30 - SUITE 2050     SMALL'S                        1,033      11/1986       12/1997
# 31 - SUITE 2052     CUTLER CAMERA                  1,474      11/1990       11/2002
# 33 - SUITE 3004     AUNTIE ANNE'S  PRET            1,015       5/1992        3/1998
# 34 - SUITE 3012     GIFT DESIGN GALLER             2,463      11/1995        1/2006
# 36 - SUITE 3024     AEROPASTALE                    4,274      11/1995        1/2006
# 37 - SUITE 3028     GENERAL NUTRITION              1,194       8/1993        7/2003
# 38 - SUITE 3032     B. DALTON BOOKS                2,676       2/1993        3/2003
# 39 - SUITE 3036     ORIGINAL COOKIE                  720       1/1993       12/1999
# 50 - SUITE 3076     VACANT                           567       7/1997        6/2007
# 51 - SUITE 3080     CARGO FURNITURE                  685       6/1987        6/1997
# 52 - SUITE 3084     ELECTRONICS BOUTIQ             1,412       3/1993        3/2003
# 53 - SUITE 3088     THE COFFEE BEANERY               863       3/1992        2/2002
# 54 - SUITE 3092     SUNGLASS HUT                     258      12/1990       11/1997
# 55 - SUITE 3096     SWEET FACTORY                    651       8/1993        6/2003
# 56 - SUITE 3098     VACANT                           843       7/1996        6/2006
# 57 - SUITE 4004     JOLLY TIME                     5,097       1/1987       12/1996
# 58 - SUITE 4008     BURLINGTON  SHOE               4,457      10/1986        6/1996
# 59 - SUITE 4012     UNISEX                         1,873       1/1993       12/1998
# 60 - SUITE 4016     FAST FEET                        420       6/1992        6/1997
# 61 - SUITE 4018     UNISEX 11                        420       3/1989        2/1997
# 62 - SUITE 4020     FOLEY JEWELERS                   947      10/1987        3/1998
# 63 - SUITE 4024     LIMITED                        7,220       9/1993        1/2006
# 64 - SUITE 4036     LANE BRYANT                    4,337       5/1995        4/2005
# 65 - SUITE 4040     DEB SHOP                       6,192       8/1982        1/1998
# 66 - SUITE 4044     VACANT                         2,989      10/1996        9/2006
# 67 - SUITE 4056     THE DISNEY STORE               4,720       7/1995        6/2005
# 68 - SUITE 4060     HANOVER SHOES                    898       1/1995       12/2004
# 69 - SUITE 4062     EXPRESSLY PORTRAIT             1,442      12/1993        2/2004
# 70 - SUITE 4068     VACANT                           609      10/1997        9/2007
# 72 - SUITE 5004     VACANT                         1,192      10/1997        9/2007
# 73 - SUITE 5008     PEARLE VISION                    903      10/1993        9/2003
# 74 - SUITE 5012     LITTMAN JEWELERS               1,230       9/1986        8/1998
# 75 - SUITE 5014     CLAIRE'S BOUTIQUE                750       7/1994       12/2004
# 76 - SUITE 5016     J. RIGGINGS                    2,524       3/1991        3/2001
# 77 - SUITE 5020     WILSON'S LEATHER               2,480       8/1986        1/1997
</TABLE>
               

<PAGE>


DOVER HALL                                                                PAGE 2



<TABLE>
<CAPTION>
                  TENANT                      SQUARE FEET    BEGIN DATE     END DATE
- ----------------------------------------      ------------   -----------    --------
<S>                   <C>                            <C>        <C>           <C>   
# 78 - SUITE 5024     LEGENDS SPORTING               3,100      11/1995        1/2006
# 79 - SUITE 5028     CVS                            6,067       8/1982        1/1998
# 80 - SUITE 5032     VACANT                         3,158      10/1996       9/2006
# 81 - SUITE 5036     WALDENBOOKS                    3,317       2/1994        1/2004
# 82 - SUITE 5040     VACANT                         8,120       1/1997       12/2006
# 83 - SUITE 5048     MASTER CUTS                      965      10/1994        9/2004
# 84 - SUITE 5052     VACANT                           965       7/1997        6/2007
# 85 - SUITE 5056     DOLLAR TREE                    2,500      11/1988       12/1998
# 86 - SUITE 5061     VACANT                         2,385       4/1997        3/2007
# 87 - SUITE 5062     VACANT                         1,483       4/1997        3/2007
# 88 - SUITE 5066     BEST JEWELERS                  2,316      11/1987        6/1997
                                               -----------
         73 TENANTS                                204,150

<CAPTION>
       2 - FOOD COURT TENANTS

<S>                   <C>                            <C>        <C>           <C>   
# 40 - SUITE 3040     VACANT FOOD COURT              1,046       7/1996        6/2006
# 41 - SUITE 3042     CHINA COURT                      490       2/1986        6/1996
# 42 - SUITE 3044     VACANT FOOD COURT                304       7/1996        6/2006
# 43 - SUITE 3048     VACANT FOOD COURT                732      10/1997        9/2007
# 44 - SUITE 3052     A & W                            828       1/1993       12/1999
# 45 - SUITE 3056     MCDONALD'S                       952       5/1996        4/2006
# 46 - SUITE 3060     SBARRO                           785       1/1989       12/1998
# 47 - SUITE 3064     BOARDWALK FRIES                  834       1/1993        2/2003
# 48 - SUITE 3068     CHICK-FIL-A                    1,044      11/1993       10/2003
# 49 - SUITE 3072     BULL ON THE BEACH              2,203       1/1989       12/1996
                                               -----------
         10 TENANTS                                  9,218

<CAPTION>
       3 - KIOSK TENANTS

<S>                   <C>                            <C>        <C>           <C>   
#  1 - SUITE 0015     BANK OF DELAWARE                  15      12/1991       11/1996
# 89 - SUITE A002     AT&T TRIDOM                        1       4/1995        3/2015
# 90 - SUITE K002     PIERCING PAGODA                  160       1/1994       12/1999
# 91 - SUITE K003     THINGS REMEMBERED                160       5/1994        4/1999
# 92 - SUITE K005     CRYSTAL GARDEN                   120       2/1993        1/1998
                                               -----------
         5 TENANTS                                     456

<CAPTION>
       4 - ANCHOR TENANTS

<S>                   <C>                            <C>        <C>           <C>   
# 21 - SUITE 2000     LEGGETT                       74,671       8/1982        8/2002
# 32 - SUITE 3000     SEARS                        111,309       8/1982        8/2002
# 71 - SUITE 5000     JC PENNEY                    116,480       8/1993        8/2048
                                               -----------
         3 TENANTS                                 302,460

       5 - THEATRE

# 35 - SUITE 3020     FOX THEATER                   18,210       7/1983       12/1998
                                               -----------
         1 TENANTS                                  18,210
                                               -----------
        92 TENANTS                                 534,494
                                               ===========
</TABLE>


<PAGE>


                                  DOVER COMMONS
                                 TENANT REGISTER
                                 6/24/96 @ 8:58


<TABLE>
<CAPTION>
                  TENANT                      SQUARE FEET    BEGIN DATE     END DATE
- ----------------------------------------      ------------   -----------    --------
<S>                   <C>                            <C>        <C>           <C>   
         1- MALL SHOP   TENANTS

#  2 - SUITE  101     VACANT                         1,640       7/1996        6/2001
#  3 - SUITE  103     VACANT                         1,600      10/1996        9/2001
#  4 - SUITE  105     PLAY IT AGAIN SPID             2,987      12/1993       11/1998
#  5 - SUITE  109     PROGRESSIVE CASUAL             1,297       3/1995       11/1998
#  6 - SUITE  111     VACANT                         1,260       4/1997        3/2002
#  7 - SUITE  113     AL'S TV SERVICE                1,400       3/1995       12/1999
#  8 - SUITE  115     NORTH AMERICAN                 1,400       7/1989        5/1996
#  9 - SUITE  117     HOUSEHOLD FINANCE              2,400       4/1994        3/1999
# 10 - SUITE  121     WEIGHT WATCHERS                2,404       9/1992        8/1997
# 11 - SUITE  125     CATHERINE'S                    3,226       5/1992        4/1997
# 12 - SUITE  129     AIRWAVE TECHNOLOGY               800       5/1995        4/1998
# 13 - SUITE  131     UNITED STATES ARMY             2,591       9/1990       12/1996
                                               -----------
         12 TENANTS                                 23,005

<CAPTION>
       4 - ANCHOR TENANTS

<S>                   <C>                            <C>        <C>           <C>   
#  1 - SUITE 100      VACANT                        11,020       1/1997       12/2001
# 14 - SUITE 143      RAINBOW RECORDS                8,995       6/1995        6/1998
# 15 - SUITE 150      PIER ONE IMPORTS               8,956       2/1989        2/1999
                                               -----------
         3 TENANTS                                  28,971
                                               -----------
        15 TENANTS                                  51,976
                                               ===========      
</TABLE>

<PAGE>


                                   DOVER MALL
                                EXPIRATION REPORT
                        YEARS 1997 To 2006, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 6/24/96 @ 9:03

                                    TERM/     BASE                TOTAL  MARKET
    TENANT            SQUAER FT  END DATE    RENT/SF   RECV/SF   RENT/SF RENT/SF
- -------------------   ---------  --------    -------   -------   ---------------

# 41-SUITE 3042                   INITIAL
CHINA COURT                 490    6/1996     59.66     24.59     84.24    40.00

# 58-SUITE 4008                   INITIAL
BURLINGTON SHOE           4,457    6/1996     15.35     10.51     25.85    19.00

# 1-SUITE 0015                    INITIAL
BANK OF DELAWARE             15   11/1996    560.00      1.60    561.60   150.00

# 57-SUITE 4004                   INITIAL
JOLLY TIME                5,097   12/1996     15.54     10.51     26.05    18.00

# 49-SUITE 3072                   INITIAL
BULL ON THE BEACH         2,203   12/1996     25.33     14.33     39.66    40.00

# 77-SUITE 5020                   INITIAL
WILSON'S LEATHER          2,480    1/1997    14.00      10.89     24.89    22.50

# 61-SUITE 4018                   INITIAL
UNISEX II                   420    2/1997     42.86     11.37     54.23    46.50
                        -------             -------   -------   -------   ------
 7 FY 97 EXPIRATIONS     15,162               19.37     11.59     30.97    23.86



# 60-SUITE 4016                   INITIAL
FAST FEET                   420    6/1997     42.86     11.17     54.03    46.50

# 2-SUITE 1004                    INITIAL
PAYLESS SHOES             2,940    6/1997     17.00     11.36     28.36    22.50

# 51-SUITE 3080                   INITIAL
CARGO FURNITURE             685    6/1997     32.13     10.90     43.02    46.50

# 88-SUITE 5066                   INITIAL
BEST JEWELERS             2,316    6/1997     24.00     10.81     34.81    22.50

# 13-SUITE 1072                   INITIAL
THE GAP                   3,647    7/1997     16.00     11.06     27.06    19.00

# 54-SUITE 3092                   INITIAL
SUNGLASS HUT                258   11/1997    108.51     11.35    119.86    46.50

# 6-SUITE 1028                    INITIAL
GORDONS JEWELERS          1,143   12/1997     39.37     11.36     50.73    33.83

# 30-SUITE 2050                   INITIAL
SMALL'S                   1,033   12/1997     14.87     10.90     25.77    33.83

# B-SUITE 1040                    INITIAL
FOOTLOCKER                2,130   12/1997     47.25     10.36     57.61    23.06

# 79-SUITE 5028                   INITIAL
CVS                       6,067    1/1998     10.00      9.30     19.30    18.45

# 65-SUITE 4040                   INITIAL
DEB SHOP                  6,192    1/1998      9.00      6.86     15.86    18.45


<PAGE>


                                                                          PAGE 2

<TABLE>
<CAPTION>
                                    TERM/     BASE                TOTAL  MARKET
    TENANT            SQUAER FT  END DATE    RENT/SF   RECV/SF   RENT/SF RENT/SF
- -------------------   ---------  --------    -------   -------   ------- --------
<S>                     <C>      <C>         <C>       <C>        <C>     <C>   
# 92-SUITE K005                  INITIAL
CRYSTAL GARDEN             120    1/1998     125.00    18.50      143.50  153.75

# 62-SUITE 4020                  INITIAL
FOLEY JEWELERS             947    3/1998      59.49    11.23      70.72    33.83

# 33-SUITE 3004                  INITIAL
AUNTIE ANNE'S PRET       1,015    3/1998      37.48    11.55      49.03    33.83
                       -------               ------    -----     ------   ------
14 FY 98 EXPIRATIONS    28,913                21.40     9.81      31.21    23.68

                       -------               ------    -----     ------   ------
21 CUMULATIVE EXPS      44,075                20.70    10.43      31.13    23.74


# 74-SUITE 5012                  INITIAL
LITTMAN JEWELERS         1,230    8/1998      69.71    11.27      80.98    25.63

# 35-SUITE 3020                  INITIAL
FOX THEATER             18,210   12/1998       9.11     5.48      14.59    15.84

# 15-SUITE 1080                  INITIAL
SAM GOODY                4,160   12/1998      26.48    11.27      37.74    20.06

# 85-SUITE 5056                  INITIAL
DOLLAR TREE              2,500   12/1998      12.00    11.7 5     23.75    23.73

# 59-SUITE 4012                  INITIAL
UNISEX                   1,873   12/1998      25.00    11.55      36.54    26.39

# 46-SUITE 3060                  INITIAL
SBARRO                   7857    12/1998      68.73    34.09     102.82    42.23

# 91-SUITE K003                  INITIAL
THINGS REMEMBERED          160    4/1999     156.23    11.25     167.48   158.36
                        -------              ------    -----     ------   ------
7 FY 99 EXPIRATIONS     28,918                17.90     8.30      26.20    19.73
                        -------              ------    -----     ------   ------
28 CUMULATIVE EXPS      72,993                19.59     9.58      29.17    22.15


# 90-SUITE K002                  INITIAL
PIERCING PAGODA            160   12/1999     223.95    11.25     235.20   163.11

# 39-SUITE 3036                  INITIAL
ORIGINAL COOKIE            720   12/1999      55.57    11.95      67.52    50.57

# 44-SUITE 3052                  INITIAL
A & W                      828   12/1999      35.01    20.96      55.97    43.50
                       -------               ------    -----     ------   ------
3 FY100 EXPIRATIONS      1,708                61.38    16.25      77.63    57.68
                       -------               ------    -----     ------   ------
31 CUMULATIVE EXPS      74,701                20.55     9.74      30.28    22.97


# 28-SUITE 2044                  INITIAL
COUNTY SEAT              3,213    3/2001      25.00    13.01      38.01    25.20

# 76-SUITE 5016                  INITIAL
J. RIGGINGS              2,524    3/2001      28.00    12.97      40.96    25.20
</TABLE>


<PAGE>


                                                                          PAGE 3

<TABLE>
<CAPTION>
                                   TERM/     BASE                TOTAL   MARKET
    TENANT           SQUAER FT  END DATE    RENT/SF   RECV/SF   RENT/SF  RENT/SF
- -------------------  ---------  --------    -------   -------   ------- --------
<S>                    <C>      <C>         <C>       <C>        <C>     <C>   
# 18-SUITE 1092                 INITIAL
JEANS WEST              2,139    3/2001      31.00    12.96      43.97     25.20
                       ------               ------    -----     ------    ------
3 FY101 EXPIRATIONS     7,876                27.59    12.98      40.57     25.20
                       ------               ------    -----     ------    ------
34 CUMULATIVE EXPS     82,577                21.22    10.05      31.26     23.18


# 53-SUITE 3088                 INITIAL
THE COFFEE BEANERY        863    2/2002      48.44    13.22      61.67     38.07

# 3-SUITE 1008                  INITIAL
SUNCOAST M0TION PI      2,350    3/2002      28.00    13.46      41.45     25.96
                       ------               ------    -----     ------    ------
2 FY102 EXPIRATIONS     3,213                33.49    13.39      46.88     29.21
                       ------               ------    -----     ------    ------
36 CUMULATIVE EXPS     85,790                21.68    10.17      31.85     23.40

# 31-SUITE 2052                 INITIAL
CUTLER CAMERA           1,474   11/2002      33.22    13.46      46.68     28.84

# 16-SUITE 1084                 INITIAL
RADIO SNACK             2,449   12/2002      22.00    13.22      35.22     26.74

# 47-SUITE 3064                 INITIAL
BOARDWALK FRIES           834    2/2003      41.97    34.37      76.35     47.53

# 38-SUITE 3032                 INITIAL
B. DALTON BOOKS         2,676    3/2003      29.00    13.68      42.68     26.74

# 52-SUITE 3084                 INITIAL
ELECTRONICS BOUTIQ      1,412    3/2003      54.41    13.67      68.08     29.71

# 11-SUITE 1060                 INITIAL
LERNER NY               7,311    4/2003      20.00     9.22      29.22     21.39

# 7-SUITE 1036                  INITIAL
RECORD TOWN             3,975    5/2003      27.00    13.57      40.57     22.58
                       ------                -----    -----      -----     -----    
 7 FY103 EXPIRATIONS   20,131                27.11    12.82      39.93     25.20
                       ------                -----    -----     ------    ------

43 CUMULATIVE EXPS    105,921                22.71    10.67      33.39     23.75


# 14-SUITE 1076                 INITIAL
MATTHEW'S HALLMARK      3,726    6/2003      29.63    13.67      43.31     22.58

# 55-SUITE 3096                 INITIAL
SWEET FACTORY             651    6/2003      53.75    13.57      67.32     55.25

# 37-SUITE 3028                 INITIAL
GENERAL NUTRITION       1,194    7/2003      41.09    13.67      54.75     39.21

# 73-SUITE 5008                 INITIAL
PEARLE VISION             903    9/2003      31.27    13.67      44.94     39.21

# 48-SUITE 3068                 INITIAL
CHICK-FIL-A             1,044   10/2003      41.95    24.01      65.97     47.53
</TABLE>


<PAGE>


                                                                          PAGE 4


<TABLE>
<CAPTION>
                                    TERM/   BASE                TOTAL  MARKET
    TENANT            SQUAER FT  END DATE  RENT/SF   RECV/SF   RENT/SF RENT/SF
- -------------------   ---------  --------  -------   -------   ---------------
<S>                     <C>      <C>       <C>       <C>        <C>     <C>   

# 81-SUITE 5036                  INITIAL
WALDENBOOKS              3,317    1/2004    30.00    14.15      44.15     27.54

# 24-SUITE 2024                  INITIAL
VICTORIA'S SECRET        6,168    1/2004    20.00     8.15      28.15     22.03

# 69-SUITE 4062                  INITIAL
EXPRESSLY PORTRAIT       1,442    2/2004    27.74    14.15      41.88     30.60

# 19-SUITE 1096                  INITIAL
BOMBAY COMPANY           3,804    4/2004    24.00    14.15      38.15     23.25

# 10-SUITE 1056                  INITIAL
EXPRESS/STRUCTURE       14,182    5/2004    22.00     9.04      31.04     18.36
                        ------              -----    -----     ------    ------
10 FY104 EXPIRATIONS    36,431              25.60    11.34      36.94     23.94

                        ------              -----    -----     ------    ------

53 CUMULATIVE EXPS      142,352             23.45    10.84      34.30     23.79



# 27-SUITE 2040                  INITIAL
KAY SEE TOYS             3,828    7/2004    28.00    14.15      42.15     23.25

# 83-SUITE 5048                  INITIAL
MASTER CUTS                965    9/2004    30.01    14.15      44.16     40.39

# 68-SUITE 4060                  INITIAL
HANOVER SHOES              898   12/2004    53.45    14.15      67.60     41.60

# 75-SUITE 5014                  INITIAL
CLAIRE'S BOUTIQUE          750   12/2004    57.31    14.14      71.46     58.62

# 22-SUITE 2008                  INITIAL
ZALES JEWELERS           2,882   12/2004    40.64    14.15      54.79     28.36

# 25-SUITE 2032                  INITIAL
FOOTACTION               3,010   12/2004    37.76    16.62      54.38     28.36

# 64-SUITE 4036                  INITIAL
LANE BRYANT              4,337    4/2005    18.00    10.66      28.66     23.95
                        ------              -----    -----     ------    ------
 7 FY105 EXPIRATIONS    16,670              32.15    13.69      45.84     28.81
                        ------              -----    -----     ------    ------

60 CUMULATIVE EXPS      159,022             24.36    11.14      35.51     24.32



# 67-SUITE 4056                  INITIAL
THE DISNEY STORE         4,720    6/2005    21.00    14.38      35.38     23.95

# 20-SUITE 1110                  INITIAL
AMERICAN EAGLE           4,176    1/2006    18.00    15.14      33.14     24.67

# 36-SUITE 3024                  INITIAL
AEROPASTALE              4,274    1/2006    27.00    15.14      42.14     24.67

# 63-SUITE 4024                  INITIAL
LIMITED                  7,220    1/2006    20.00     8.31      28.31     23.37

# 78-SUITE 5024                  INITIAL
LEGENDS SPORTING         3,100    1/2006    26.00    15.14      41.14     29.21
</TABLE>


<PAGE>


                                                                          PAGE 5

<TABLE>
<CAPTION>
                                    TERM/   BASE               TOTAL     MARKET
    TENANT            SQUAER FT  END DATE  RENT/SF   RECV/SF  RENT/SF    RENT/SF
- -------------------   ---------  --------  -------   -------  --------   -------
<S>                     <C>      <C>       <C>       <C>       <C>        <C>   
# 26-SUITE 2036                  INITIAL
SPENCER GIFTS            2,015    1/2006      27.00    15.14     42.14     29.21

# 34-SUITE 3012                  INITIAL
GIFT DESIGN GALLER       2,463    1/2006      32.00    15.14     47.14     29.21

# 45-SUITE 3056                  INITIAL
MCDONALDIS                 952    4/2006      42.03    25.46     67.49     51.94
                        ------                -----    -----    ------    ------
 8 FY106 EXPIRATIONS    28,920                23.79    13.65     37.44     26.32
                        ------                -----    -----    ------    ------
68 CLNJLATIVE EXPS      187,942               24.27    11.53     35.80     24.63
</TABLE>


<PAGE>


                                  DOVER COMMONS
                                EXPIRATION REPORT
                        YEARS 1997 TO 2006, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 6/24/96 @ 8:59

<TABLE>
<CAPTION>
                                    TERM/   BASE               TOTAL     MARKET
    TENANT            SQUAER FT  END DATE  RENT/SF   RECV/SF  RENT/SF    RENT/SF
- -------------------   ---------  --------  -------   -------  --------   -------
<S>                     <C>      <C>       <C>       <C>       <C>        <C>   
# 13-SUITE 131                   INITIAL
UNITED STATES ARMY       2,591   12/1996      14.00     0.00      14.00     12.00

# 11-SUITE 125                   INITIAL
CATHERINE'S              3,226    4/1997       9.50     1.88      11.38     12.00
                        ------                -----    -----     ------    ------
 2 FY 97 EXPIRATIONS     5,817                11.50     1.04      12.55     12.00

 10-SUITE 121                    INITIAL
WEIGHT WATCHERS          2,404    8/1997      13.00     1.14      14.14     12.00

# 12-SUITE 129                   INITIAL
AIRWAVE TECHNOLOGY         800    4/1998      13.01     1.92      14.93     12.36
                        ------                -----    -----     ------    ------
 2 FY 98 EXPIRATIONS     3,204                13.00     1.34      14.34     12.09
                        ------                -----    -----     ------    ------
 4 CUMULATIVE EXPS       9,021                12.04     1.15      13.18     12.03

  14-SUITE 143                   INITIAL
RAINBOW RECORDS          8,995    6/1998       9.00     1.93      10.93      8.24

#  4-SUITE 105                   INITIAL
PLAY IT AGAIN SPO        2,987   11/1998      10.00     1.93      11.93     12.36

# 5-SUITE 109                    INITIAL
PROGRESSIVE CASUAL       1,297   11/1998      12.00     1.92      13.92     12.36

# 15-SUITE 150                   INITIAL
PIER ONE IMPORTS         8,956    2/1999      14.75     1.23      15.98      8.49

# 9-SUITE 117                    INITIAL
HOUSEHOLD FINANCE        2,400    3/1999      11.70     2.01      13.70     12.73
                        ------                -----    -----    ------    ------
 5 FY 99 EXPIRATIONS              24,635      11.63     1.68      13.31      9.48
                        ------                -----    -----    ------    ------
 9 CUMULATIVE EXPS      33,656                11.74     1.54      13.28     10.17


   7-SUITE 113                   INITIAL
AL'S TV SERVICE          1,400   12/1999      14.00     2.01      16.01     13.11
                        ------                -----    -----    ------    ------
 1 FY100 EXPIRATIONS     1,400                14.00     2.01      16.01     13.11
                        ------                -----    -----    ------    ------

10 CUMULATIVE EXPS      35,056                11.83     1.56      13.39     10.28


# 2-SUITE 101                    INITIAL
VACANT                   1,640    6/2001      13.51     2.08      15.59     13.51

# 8-SUITE 115                    RENEWAL 1
NORTH AMERICAN           1,400    7/2001      14.63     2.08      16.71     13.51
</TABLE>


<PAGE>


                                                                          PAGE 2


<TABLE>
<CAPTION>
                                    TERM/   BASE               TOTAL     MARKET
    TENANT            SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF    RENT/SF
- -------------------   ---------  --------  -------   -------  --------   -------
<S>                     <C>      <C>       <C>       <C>       <C>        <C>   

# 3-SUITE 103                    INITIAL
VACANT                   1,600    9/2001      13.51     2.08      15.59     13.51

# 1-SUITE 100                    INITIAL
VACANT                  11,020   12/2001       9.00     2.08      11.08      9.27

# 13-SUITE 131                   RENEWAL 1
UNITED STATES ARMY       2,591    2/2002      15.76     2.29      18.04     13.91

# 6-SUITE 111                    INITIAL
VACANT                   1,260    3/2002      13.50     2.30      15.80     13.91
                        ------                -----    -----     ------    ------
 6 FY102 EXPIRATIONS    19,511                11.34     2.12      13.46     11.20
                        ------                -----    -----     ------    ------
16 CUMULATIVE EXPS      54,567                11.66     1.76      13.41     10.61


# 11-SUITE 125                   RENEWAL I
CATHERINE'S              3,226    6/2002      13.51     2.29      15.79     13.91

# 10-SUITE 121                   RENEWAL 1
WEIGHT WATCHERS          2,404   10/2002      14.63     2.29      16.92     13.91

                        ------                -----    -----     ------    ------
 2 FY103 EXPIRATIONS     5,630                13.99     2.29      16.28     13.91
                        ------                -----    -----     ------    ------
18 CUMULATIVE EXPS      60,197                11.87     1.81      13.68     10.92

# 12-SUITE 129                   RENEWAL 1
AIRWAVE TECHNOLOGY         800    6/2003      14.63     2.28      16.91     14.33

# 14-SUITE 143                   RENEWAL 1
RAINBOW RECORDS          8,995    8/2003      10.13     2.27      12.40      9.55

# 4-SUITE 105                    RENEWAL 1
PLAY IT AGAIN SPO        2,987    1/2004      14.33     2.40      16.73     14.76

# 5-SUITE 109                    RENEWAL 1
PROGRESSIVE CASUAL       1,297    1/2004      14.33     2.41      16.74     14.76

# 15-SUITE 150                   RENEWAL 1
PIER ONE IMPORTS         8,956    4/2004      16.60     2.40      19.00      9.84

# 9-SUITE 117                    RENEWAL 1
HOUSEHOLD FINANCE        2,400    5/2004      14.33     2.40      16.73     14.76
                        ------                -----    -----     ------    ------
 6 FY104 EXPIRATIONS    25,435                13.65     2.35      16.01     11.17

                        ------                -----    -----     ------    ------
24 CUMULATIVE EXPS     85,632                12.40     1.97      14.37     10.99


 # 7-SUITE 113                   RENEWAL 1
AL'S TV SERVICE          1,400    2/2005      15.75     2.37      18.13     15.20
                        ------                -----    -----    ------    ------
  1 FY105 EXPIRATIONS    1,400                15.75     2.37      18.13     15.20

                        ------                -----    -----    ------    ------
25 CUMULATIVE EXPS      87,032                12.46     1.98      14.43     11.06
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  RETAIL, COMMUNITY AND NEIGHBOHOOD CENTERS

                                                                                                                         Projection
                  Going In Cap Rate     Terminal Cap Rate            IRR               Income Growth      Expense Growth   Period
====================================================================================================================================
                   Low        High         Low       High       Low        High       Low        High     Low        High   Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>         <C>        <C>        <C>        <C>         <C>        <C>      <C>        <C>     <C>
                  9.50%      11.00%       9.00%     10.50%     14.00%     14.00%      3.25%      3.25%    4.00%      4.00%    5
                  9.00%      10.00%       9.00%     10.00%     11.50%     12.50%      3.50%      3.50%    3.50%      3.50%   10
                  9.50%       9.75%       9.75%     10.00%     11.50%     11.75%      3.50%      4.00%    3.50%      3.50%   10
                  9.50%       9.50%      10.00%     10.00%     12.50%     12.50%      0.00%      4.00%    4.00%      4.00%   10
                  9.00%      10.50%       9.75%     11.50%     10.00%     14.00%      2.00%      4.00%    4.00%      4.00%   10
                 10.00%      10.00%      10.00%     10.00%     12.00%     12.00%      4.00%      4.00%    4.00%      4.00%   10
                  8.50%       9.50%       9.50%     10.50%     11.50%     12.50%      4.00%      4.00%    4.00%      4.00%   10
                  9.50%       9.75%       9.75%     10.00%     11.25%     11.50%      3.00%      4.00%    3.50%      4.50%   10
                  8.50%       9.00%       9.00%      9.50%     11.00%     12.00%      3.00%      3.00%    3.00%      3.00%   10
                  9.50%      10.00%      10.00%     10.50%     11.50%     12.50%      3.00%      3.00%    3.00%      3.00%   10
                                          9.00%     10.00%                                                                       
                  9.50%       9.50%      10.00%     10.00%     12.00%     12.00%      3.00%      3.00%    3.00%      3.00%   10
                  8.50%       9.50%      10.00%     11.00%     11.25%     12.50%      3.00%      3.00%    3.00%      3.00%   10
                  9.00%       9.25%      10.00%     10.25%     12.00%     12.00%      4.00%      4.00%    4.00%      4.00%   10
                                                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------
No. of Responses    13          13          14         14         13         13         13         13       13         13   
Average           9.19%       9.79%       9.63%     10.27%     11.69%     12.44%      3.02%      3.60%    3.58%      3.65%  
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                            
<PAGE>


<TABLE>
<CAPTION>
                  RETAIL, POWER CENTERS AND "BIG BOX"

                                                                                                                          Projection
                  Going in Cap Rate      Terminal Cap Rate          IRR                Income Growth        Expense Growth    Period
====================================================================================================================================
                    Low       High        Low       High       Low        High        Low        High       Low        High    Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>        <C>        <C>        <C>         <C>         <C>        <C>        <C>        <C>       <C>
                   9.25%      9.50%      9.50%     10.00%     11.50%      11.50       3.00%      3.50%      4.00%      4.00%     10
                   9.50%      9.75%      9.75%     10.00%     10.50%      11.50%      3.50%      4.00%      3.50%      3.50%     10
                  10.00%     10.00%     10.00%     10.00%     12.00%      12.00%      0.00%      4.00%      4.00%      4.00%     10
                   9.00%      9.50%      9.50%     10.00%     11.00%      12.00%      2.00%      3.50%      3.50%      3.50%     10
                   8.00%      9.00%      9.00%     10.00%     11.00%      12.00%      4.00%      4.00%      4.00%      4.00%     10
                   9.75%     10.00%      9.75%     10.00%     11.20%      11.50%      3.00%      3.50%      3.50%      4.00%     10
                   9.00%      9.50%     10.00%     10.00%     10.50%      11.00%      2.50%      2.50%      2.50%      2.50%     10
                   9.50%     10.00%     10.00%     10.50%     11.50%      12.50%      3.00%      3.00%      3.00%      3.00%     10
                                         8.50%      9.50%
                   9.00%      9.00%      9.50%      9.50%     11.50%      11.50%      3.00%      3.00%      3.00%      3.00%     10
                   9.50%      9.50%      9.75%      9.75%     11.25%      11.25%      4.00%      4.00%      4.00%      4.00%     10
                   9.00%      9.25%     10.00%     10.25%     12.00%      12.00%      4.00%      4.00%      4.00%      4.00%     10

- ---------------------------------------------------------------------------------------------------------------------------- 
No. of Responses     11         11         12         12         11          11         11         11         11         11
Average            9.23%      9.55%      9.60%      9.96%     11.27%      11.70%      2.91%      3.55%      3.55%      3.59%
- ---------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                  REGIONAL MALLS

                                                                                                                          Projection
                     Going In Cap Rate   Terminal Cap Rate          IRR               lncome Growth       Expense Growth    Period
====================================================================================================================================
                       Low       High      Low        High      Low        High        Low       High       Low       High     Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>        <C>       <C>        <C>         <C>       <C>        <C>        <C>       <C>
                       8.00%     8.50%     8.50%      9.00%     10.50%     10.50%      3.00%     3.50%      4.00%      4.00%     10
                       7.75%     8.25%     8.50%      8.75%     11.00%     11.50%      3.50%     4.00%      3.50%      3.50%     10
                       7.50%     7.50%     8.00%      8.00%     11.50%     11.50%      0.00%     4.00%      4.00%      4.00%     10
                       7.50%     9.00%     8.00%      9.75%     10.00%     12.00%      2.00%     4.00%      4.00%      4.00%     10
                       7.00%     8.00%     7.00%      8.00%     11.00%     11.00%      4.00%     4.00%      4.00%      4.00%     10
                       7.60%     8.00%     7.50%      9.00%     10.50%     11.50%      2.00%     3.50%      3.50%      3.50%     10
                       7.00%     8.00%     9.00%     10.00%     10.50%     11.50%      4.00%     4.00%      4.00%      4.00%     10
                       7.50%     8.00%     8.50%      8.50%     10.00%     11.00%      3.00%     3.00%      3.00%      3.00%     10
                       7.50%     9.00%     8.50%      8.50%     11.50%     11.50%      4.00%     5.00%                           10

- -----------------------------------------------------------------------------------------------------------------------------
No. of Responses          9         9         9          9          9          9          9         9          8          8
Average                7.47%     8.25%     8.17%      8.83%     10.72%     11.33%      2.83%     3.89%      3.75%      3.75%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
SURVEY OF RECENT CLOSED TRANSACTIONS

                          Net Rentable Area   Sales Price Per Sq. Ft.         Going-in Cap Rate           Internal Rate of Return
                         ------------------  ------------------------  -------------------------------   -------------------------
   Property                  No. Sales             No. Sales                       No. Sales                     No. Sales
     Type                Reported  Average   Median Reported Average    Median Reported  Average Median  Reported  Average  Median
                         -------- --------  ------- -------- ------    ------- --------  ------- ------- --------- -------  -----
<S>                           <C>  <C>       <C>        <C>  <C>       <C>         <C>   <C>      <C>        <C> <C>       <C>   
Offices, Urban                16   498,859   440,929    16   $130.66   $116.76     12    9.68%    9.13%      9     12.42%  12.75%
Offices, Suburban             66   230,760   191,893    66    $83.39    $78.78     57    9.97%   10.00%     11     13.20%  12.25%
Industrial                    57   150,787   118,400    57    $37.75    $37.87     28   10.80%   10.61%     (Sample Not Large 
                                                                                                             Enough to Report)
Retail (Other Than Malls)     29   136,429   121,552    29    $95.99    $91.67     27   10.05%   10.00%      8     11.59%  11.33%
Malls                          9   615,102   649,130     9   $124.68    $96.00      9    9.29%    9.53%       (Sample Not Large 
                                                                                                              Enough to Report)
</TABLE>

<TABLE>
<CAPTION>
                               Number of Units        Sales Price Per Unit        Going-in Cap Rate
                        ---------------------------  ------------------------   ------------------------
                        No. Sales                    No. Sales                  No. Sales                
                        Reported   Average  Median   Reported Average   Median  Reported  Average Median
                        --------- --------  -------  -------- --------  -----   --------- ------- -------
                                                                               
<S>                          <C>       <C>     <C>      <C>   <C>       <C>         <C>   <C>      <C>  
Apartments                   50        201     190      50    $47,975   $46,458     41    9.19%    9.30%
</TABLE>
                                                                               
                                                                              
<PAGE>


                                       QUALIFICATIONS OF RICHARD W. LATELLA
================================================================================


Professional Affiliations
Member, American Institute of Real Estate Appraisers
(MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892 
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R 
State of Maryland Certified General Real Estate Appraiser #01462 
Minnesota Certified General Real Estate Appraiser #20026517 
Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348 
State of Michigan Certified General Real Estate Appraiser #1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

Real Estate Experience

Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience
has been in appraising a full array of property types, his principal focus is in
the appraisal and counseling for major retail properties and specialty centers
on a national basis. As Senior Director of Cushman & Wakefield's Retail Group
his responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 200 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W. Orpen & Associates, Trenton, New Jersey, assisting in the
preparation of appraisals of residential property and condemnation analyses
from July 1975 to April 1977.
      

Formal Education

Trenton State College, Trenton, New Jersey 
Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.


<PAGE>


                                            QUALIFICATIONS OF BRIAN J. BOOTH
================================================================================

General Experience

     Brain J. Booth joined Cushman & Wakefield Valuation Advisory Services in
1995. Cushman & Wakefield is a national full service real estate organization.

     Mr. Booth previously worked for two years at C. Spencer Powell & Associates
in Portland, Oregon, where he was an associate appraiser. He worked on the
analysis and valuation of numerous properties including, office buildings,
apartments, industrials, retail centers, vacant land, and special purpose
properties. 

Academic Education

Bachelor of Science (BS)                          Willamette University (1993)

Major: Business-Economics                         Salem, Oregon
    
Study Overseas (Spring 1992)                      London University
                                                  London, England


<TABLE>
<CAPTION>
Appraisal Education
<S>       <C>                                     <C>                         <C> 
110       Appraisal Principles                    Appraisal Institute         1993
120       Appraisal Procedures                    Appraisal Institute         1994
310       Income Capitalization                   Appraisal Institute         1994
320       General Applications                    Appraisal Institute         1994
410       Standards of Professional Practice A    Appraisal Institute         1993
420       Standards of Professional Practice B    Appraisal Institute         1993
Professional Affiliation
Candidate MAI, Appraisal Institute
</TABLE>


<PAGE>


                                         QUALIFICATIONS OF PATRICK T. CRAIG
================================================================================

Background
          

     Patrick T. Craig is an Associate Director of Cushman & Wakefield's New York
Valuation Advisory Services. Mr. Craig joined Cushman & Wakefield in October
1991 as a senior appraiser in the Los Angeles, California office. After working
in Cushman & Wakefield's Long Island office from July 1993 to January 1995, Mr.
Craig transferred to the New York office where he is currently employed. In
October 1993, Mr. Craig was promoted to the position of Associate Director.

     Prior to his employment with Cushman & Wakefield, Mr. Craig was employed
from September 1990 to October 1991 as a Senior Appraiser with European American
Bank in Uniondale, New York. Preceding that, Mr. Craig was employed from June
1986 to September 1990 as a Staff Appraiser with Dorman & Wilson, Inc. in
Jericho, New York.

Appraisal Experience

     Appraisal and consulting assignments have included proposed and existing
regional malls and shopping centers, multi-tenanted office buildings, industrial
buildings, research and development facilities, cooperative, condominium and
rental apartment properties, feasibility and market studies, vacant land,
residential subdivisions, adult homes, day care centers, hotels, motels and
proposed development. Mr. Craig has also consulted institutional clients on the
sale, acquisition or performance of nationwide portfolios of investment
property, and has performed as a financial analyst for the brokerage of several
office buildings in the New York area. 

Memberships, licenses and Professional Affiliations 

   Member, Appraisal Institute (MAI #9847) 
   Certified New York State - General Appraiser #46000009039 
   Certified California State - General Appraiser #AG004848

Education

   University of Massachusetts at Amherst
   Bachelor of Arts, Economics - May, 1986

Appraisal Education

   Successfully completed all courses and experience requirements to qualify for
   the MAI designation. Mr. Craig was awarded the designation in March 1993. As
   of the date of this report, Patrick T. Craig, MAI, has completed the
   requirements under the continuing education program of the Appraisal
   Institute.





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                          ============================= 
                          COMPLETE APPRAISAL OF
                          REAL PROPERTY

                          Downtown Plaza
                          211 East Ocean Boulevard
                          Long Beach, California 90802
                          =============================      




                                   CUSHMAN &
                                  WAKEFIELD(R)
                          ---------------------------
                          VALUATION ADVISORY SERVICES
                          ---------------------------





<PAGE>


Cushman & Wakefield of California, Inc.                                CUSHMAN &
555 South Flower Street, Suite 4200                                 WAKEFIELD(R)
Los Angeles, CA 90071-2418                           A ROCKEFELLER GROUP COMPANY
Tel: (213) 955-5100
Fax: (213) 627-4044


     August 12, 1996


     Mr. Dan Kesich
     GMAC COMMERCIAL MORTGAGE CORPORATION
     650 Dresher Road
     Horsham, PA 19044-8015

     RE:   Appraisal of Real Property
           Downtown Plaza
           211 East Ocean Boulevard
           Long Beach, California 90802

     Dear Mr. Kesich:

        Enclosed are two final copies of the appraisal referenced above.

        If you have any comments, please do not hesitate to call me at
        (213) 955-6493.

     Sincerely,

     CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.




     James W. Myers, MAI
     Senior Director
     Valuation Advisory Services

     Enclosure(s)

     JWM/jkm
     COVRLTR.DOC


<PAGE>


                      ==========================================================

                      COMPLETE APPRAISAL OF
                      REAL PROPERTY

                      Downtown Plaza
                      211 East Ocean Boulevard
                      Long Beach, California 90802

                      ==========================================================

                      IN A SUMMARY REPORT
                      As of August 1, 1996


                      Prepared For:

                      GMAC Commercial Mortgage Corporation
                      650 Dresher Road
                      Horsham, PA 19044~-8015


                      Prepared By:

                      Cushman & Wakefield of California, Inc.
                      Valuation Advisory Services
                      555 South Flower Street, 42nd Floor
                      Los Angeles, California 90071

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


Cushman & Wakefield of Caffornia, Inc.                                 CUSHMAN &
555 South Flower Street, Suite 4200                                 WAKEFIELD(R)
Los Angeles, CA 90071-2418                           A ROCKEFELLER GROUP COMPANY
Tel: (213) 955~-5100
Fax: (213) 627~-4044





August 5, 1996

Ms. Avis Tsuya
Senior Underwriter
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

RE: Appraisal of Real Property
    Downtown Plaza
    211 East Ocean Boulevard
    Long Beach, California 90802

Dear Ms. Tsuya:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of California, Inc. is pleased to transmit our summary
report estimating the market value of the leased fee estate in the referenced
property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice (USPAP) of The Appraisal Institute.
The results of the appraisal are being conveyed in a Summary report according to
our agreement. Because this is a summary report, the level of detail of
presentation is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it
is intended only for the specified use of said Client. It may not be distributed
to or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by and the report was prepared by Miles Loo, Jr.
and James W. Myers, MAI.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of August
1, 1996 was:

                              EIGHT MILLION DOLLARS
                                   $8,000,000


<PAGE>


Ms. Avis Tsuya
Page 2
August 5, 1996


     The preceding estimate of market value are based upon a forecasted
marketing period of approximately 12 months, which we believe (through a review
of recent office building sale activity, as well as with conversations with
local office/investment brokers) is reasonably representative for this product
type.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.


Respectfully submitted,

CUSHMAN & WAKEFIELD OF CALIFORNIA, INC.




/s/Miles Loo, Jr.                                      /s/James W. Myers
Miles Loo, Jr.                                               James W. Myers, MAI
Appraiser                                                        Senior Director
Valuation Advisory Services                          Valuation Advisory Services
Provisional Real Estate Appraiser        Certified General Real Estate Appraiser
License No.: AP023313                                      License No.: AG002662

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================
Property Name:                         Downtown Plaza
                                      
Location:                             
                                      
     Office Parcel:                    Northeast corner of East Ocean Boulevard
                                       and The Promenade North. The street
                                       address is 211 East Ocean Boulevard,
                                       Long Beach, Los Angeles County,
                                       California.
                                      
     Parking Parcel:                   North side of Seaside Way extending
                                       from Locust Avenue to Collins Way.
                                      
Assessor's Parcel Number:             
                                      
     Office Parcel:                    7280-029-024
     Parking Parcel:                   7278-007-041, 042, 043, and 044
                                      
Interest Appraised:                    Leased fee estate
                                      
Date of Value:                         August 5, 1996
                                      
Date of Inspections:                   August 5, 1996
                                      
Ownership:                             WMP Real Estate Limited, a Delaware
                                       limited partnership
                                      
Land Area:                            
                                      
     Office Parcel:                    42,160 square feet (0.97 acres) per
                                       Assessor's Maps
     Parking Parcel:                   29,110 square feet (0.67 acres) per
                                       Assessor's Maps
                                      
1995-96 Property Assessment           
                                       Office ParcelParking Parcel
                                       ---------------------------
     Land:                               $1,714,600               $1,135,400
     Building:                            6,461,000                   29,000
                                         ----------               ----------
      Total:                             $8,175,600               $1,164,400
                                      
1995-96 Estimated Ad Valorem Taxes:         $89,757                  $11,780
                                      
Zoning:                               
     Office:                           CB, Commercial Business
     Parking Parcel:                   PD-6 (subarea 7), Downtown Shoreline &
                                       Planned
                                      
Highest and Best Use                  

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                   Summary Of Salient Facts And Conclusions
================================================================================

     If Vacant:                          Commercial development, such as a
                                         single tenant or multi-tenant office
                                         building; however, current market
                                         conditions are not conducive to
                                         speculative, multi-tenant office
                                         development at the present time,
                                         thus a holding period would be
                                         required before development of this
                                         type would likely occur.

     As Improved:                        As developed, with a multi-tenant,
                                         office building.

Improvements
     Type:                               Six-story class "B" office building
                                         over two levels of subterranean
                                         parking.

     Year Built:                         1982

     Area                                100,146+/- RSF

     Condition:                          Average

Operating Data and Forecasts
     Current Occupancy:                  92.8%

     Forecasted First Year Occupancy
       (Fiscal Year 1997):               93%

     Forecasted Average Occupancy:       8.4%

     Average Annual Rental Rate          $14.86 annually per square foot
         Forecasted:                     $16.20 annually per square foot

     Operating Expenses
         Last Full Year (1995):          $8.82 per net rentable square foot
         Budget (1996):                  $8.02 per net rentable square foot
         Forecasted (1997 FY):           $8.37 per net rentable square foot

 Value Indicators
     Sales Comparison Approach:          $9,000,000 ($89.87 per square foot of
                                         net rentable area)

     Income Approach:                    $7,600,000 ($75.89) per square foot of
                                         net rentable area)

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Summary Of Salient Facts And Conclusions
- --------------------------------------------------------------------------------

Discounted Cash Flow Assumptions
     Market Rental Growth Rate
          1996:                          3.5% percent
          Thereafter:                    3.5% percent

     Expense Growth Rates
          Utilities:                     3.5% percent
          All others:                    3.5% percent
     Credit Loss Allowance:              5.0% percent
     Projected Term of Future Leases:    5 years
     Vacancy Between Tenants             2 months (after weighting)
     Renewal Probability:                65%
     Tenant Improvements
          New Tenants:                   $12.50 per square foot
          Renewal Tenants:               $5.00 per square foot
     Terminal Capitalization Rate:       10.5%
     Cost of Sale at Reversion:          2.0%
     Discount Rate:                      12.0%

Value Conclusion
      As Is Value Estimate:              $8,000,000

Resulting Indicators
      Going-in Capitalization Rate
        (Overall Capitalization Rate):   10.8%

      Price Per Square Foot
        (Net Rentable Area):             $79.88

Estimated Marketing Time:                12 months

Special Assumption:                      Please refer to the complete list of
                                         assumptions and limiting conditions
                                         included at the end of this report.

                                         1) We have not deducted costs for
                                         capital work currently in progress or
                                         required in the future for ADA
                                         compliance.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY ...........................................1

INTRODUCTION ..................................................................8
  Identification of Property ..................................................8
  Property Ownership and Recent History .......................................8
  Purpose and Function of the Appraisal .......................................8
  Extent of the Appraisal Process .............................................8
  Date of Value and Property Inspection .......................................9
  Property Rights Appraised ...................................................9
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .........9
  Legal Description ..........................................................11

NEIGHBORHOOD ANALYSIS ........................................................12
  Location and Boundaries ....................................................12
  Immediate Surroundings .....................................................12
  Access and Transportation ..................................................13
  Employment .................................................................13
  Naval Property Reuse .......................................................14
  Aviation / Aerospace Industry ..............................................14
  Queensway Bay Plan .........................................................14
  Port of Long Beach .........................................................14
  Conclusion .................................................................15

LOS ANGELES OFFICE MARKET ANALYSIS ...........................................16
  Office Market Analysis .....................................................16
  Los Angeles County Office Market Overview ..................................16
  Employment .................................................................21
  Services ...................................................................22

LOS ANGELES SOUTH OFFICE MARKET ANALYSIS .....................................26
  Los Angeles South Office Market ............................................26
  Long Beach Market ..........................................................26
  Direct Competition .........................................................28
  Conclusions ................................................................28

PROPERTY DESCRIPTION .........................................................29
  Site Description ...........................................................29
  Improvements Description ...................................................29

REAL PROPERTY TAXES AND ASSESSMENTS ..........................................30

ZONING .......................................................................31

HIGHEST AND BEST USE .........................................................32

SALES COMPARISON APPROACH ....................................................34
  Methodology ................................................................34

INCOME APPROACH ..............................................................37
  Methodology ................................................................37
  Potential Gross Income .....................................................37
  Operating Expenses .........................................................41

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Table Of Contents
================================================================================

  Capitalization .............................................................42
  Derivation of Discount Rate ................................................43
RECONCILIATION AND FINAL ESTIMATE OF VALUE ...................................46
ASSUMPTIONS AND LIMITING CONDITIONS ..........................................47
CERTIFICATION OF APPRAISAL ...................................................49
ADDENDA ......................................................................50

    Legal Description
    Copy of Floor Plans
    Project Assumptions and Analysis
    Cushman & Wakefield Investor Survey
    Qualifications of Miles Loo, Jr.
    Qualifications of James W. Myers, MAI

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property consists of two non-contiguous parcels improved with
an office building and related parking and site improvements ("The Office
Parcel") and a surface parking lot ("The Parking Parcel"). The Office Parcel
contains 42,160 square feet of land area, and is improved with a 1982-built
Class "B" six-story office building containing 100,146 square feet of rentable
area. These improvements, known as Downtown Plaza, are located at the northeast
corner of East Ocean Boulevard and The Promenade North in the downtown portion
of the City of Long Beach. The street address is 211 East Ocean Boulevard. Based
on the rent roll provided for our review the property is currently 92.8 percent
leased overall, including a second floor lease for a tenant signed but not yet
in occupancy.

     The subject property also includes a non-contiguous "Parking Parcel"
located about two blocks southeasterly of the Office Parcel, on the north side
of Seaside Way extending from Locust Avenue to Collins Way. This parcel contains
29,110 square feet according to Assessors maps. The parcel is improved with a
surface parking lot containing 79 marked spaces. The parking lot is leased to
the adjacent hotel (Breakers Hotel) for a term through September 30, 2000
(subject to termination option for "up to" 29 spaces).

     The Los Angeles County Assessor's office identifies the subject as parcel
numbers 7280-029-024 (The Office Parcel) and 7278-007-041,042,043, and 044
(The Parking Parcel).

Property Ownership and Recent History

     According to a grant deed dated June 27, 1996 the ownership in the subject
property was transferred from WHC-ONE Investors, L.P. to WMP Real Estate
Limited Partnership. This ownership transfer appears to have involved related
parties, and to have been based on an allocated value of approximately
$9,200,000 in conjunction with an allocation based on a "....certain
Distribution and Contribution Agreement" which included other properties.
According to Assessor's information the grantor in the June 27, 1996 transfer
acquired the property in a trustee sale involving multiple properties in August,
1994. No allocation or sales price was available, and we are not aware of any
other sales or marketing efforts involving the property during the past three
years.

Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property for loan
underwriting purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o   Inspected the property with the property manager and building engineer;

     o   Reviewed leases and rent rolls relating to the current subject
         tenancies.

================================================================================

                                      -8-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Introduction
================================================================================

     o   Reviewed a detailed history of the income and expenses and a budget
         forecast for 1996, including the budget for planned capital
         expenditures and repairs;

     o   Conducted market research into occupancies, asking rents, and operation
         expenses at competing buildings including interviews with on-site
         managers and a review of our own data base;

     o   Conducted market inquiries into recent sales of similar building to
         ascertain the sales prices per-square foot and capitalization rates.
         This process involved telephone interviews with sellers, buyers and/or
         participating brokers; and

     o   Prepared Sales Comparison and Income Approaches to vale.  The Cost
         Approach was not used.

Date of Value and Property Inspection

     The date of value is August 1, 1996, with our date of our last inspection
being the same.

Property Rights Appraised

     We valued the leased fee estate, which in a legal conveyance through sale
represent the fee simple title, subject to the existing encumbrances, i.e., the
tenant leases, etc., in the improvements and corresponding land area.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1) Buyer and seller are typically motivated;

     (2) Both parties are well informed or well advised, and acting in what
         they consider their own best interests;

     (3) A reasonable time is allowed for exposure in the open market;

     (4) Payment is made in terms of cash in U.S. dollars or in terms of
         financial arrangements comparable thereto; and

     (5) The price represents the normal consideration for the property sold
         unaffected by special or creative financing or sales concessions
         granted by anyone associated with the sale.


================================================================================

                                      -9-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Introduction
================================================================================

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that A reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions six to nine months would appear to have been reasonably
     appropriate for the subject property as the date of valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
     Appraisal, Third Edition (1993), published by The Appraisal Institute, are
     as follows:

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.


================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Introduction
================================================================================

Legal Description
     A complete legal description of the property is included in the Addenda.
A general legal description is included below.

     Office Parcel
     -------------

     "Parcel A" - Lots 4, 6, 8, 10, 12, 13, 14 and portion of lot 2 in block 112
of Long Beach Townsite, in the city of Long Beach, as shown in Map Book 19,
Pages 91, et seq.; "Parcel B" - Lots 15, 16, 17 and 18 in block 112 of Long
Beach Townsite, in the city of Long Beach, as shown in Map Book 19, Pages 91, et
seq.; and "Parcel C" - Lots 7, 8, 9, 10, 11, 12, 13 and 14 in block B of Ocean
Pier Tract, in the city of Long Beach as shown in Map Book 5, Page 135, as filed
in the Office of County Recorder of Los Angeles County.

     Parking Parcel
     --------------

     Lots 7, 8, 9, 10, 11, 12, 13 and 14 in block "L" of Ocean Pier Tract, in
the city of Long Beach, in the county of Los Angeles, State of California, as
per map recorded in Book 5, Page 135 of maps, in the office of the county
recorder of said county together with those portions of Marine Way 20 feet wide
vacated and Seaside Way a portion of which is vacated.

================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                               [GRAPHIC OMMITTED]


                                    Area Map


<PAGE>


                                                      NEIGHBORHOOD ANALYSIS
================================================================================


Location and Boundaries

     The subject property is located in the southwestem portion of Los Angeles
County in the state's fifth largest city, City of Long Beach. The City of Long
Beach is part of a larger region known as the South Bay, an area which
encompasses approximately 300 square miles of generally densely populated cities
and/or communities. The South Bay region is generally bordered to the west and
south by the Pacific Ocean, to the north by the Century Freeway (I-105), and to
the east by the San Gabriel River Freeway (I-605). The South Bay region
encompasses all of southern Los Angeles County and a portion of northwestern
Orange County. Major cities within the South Bay area based on residential
population include Carson, Hawthorne, Lakewood, Long Beach, Redondo Beach, and
Torrance.

     Centrally located in the southerly portion is the City of Long Beach, which
is situated in the southern portion of the larger South Bay area, it is bordered
to the west by the Communities of San Pedro and Wilmington, to the north by the
cites of Carson, Cerritos, and Lakewood, to the east by the City of Seal Beach,
and to the south by the Pacific Ocean. The surrounding land uses in the
subject's immediate vicinity include commercial service, retail, hotel and
residential development, and the local area is generally fully developed.

Immediate Surroundings

     Ocean Boulevard is an important commercial and traffic corridor in the Long
Beach area. It includes high-rise commercial development and provides access in
an east/west direction from the Long Beach Freeway (I-710). Across the street
from the "office parcel", on the south side of Ocean Boulevard and west of
Locust Avenue, is the 180 Building, a 12-story 1982-built Class "B" office
building containing approximately 200,028 square feet. Just east of The 180
Building is the 13-story Breakers Hotel. To the west of the 180 Building is the
former Jergen's Trust site which is currently offered for sale or lease as a
residential development site. Farther west, at 110 East Ocean Boulevard, is a
14-story, 1950-built commercial building. North of Ocean Boulevard and next to
the subject on the east side is Home Savings Tower, a 10-story 103,000 square
foot office building. Further east is the Shoreline Square, consisting of
417,000 square feet with 21 stories and built in 1989. This complex also
includes a 462-room high-rise Sheraton Hotel.

     Slightly north of the subject property is First Street, which contains
central bus stops for the city of Long Beach and Metro Rail Blue Line, a light
rail system extending approximately 22 miles from downtown Long Beach and
downtown Los Angeles. The subject property faces the bus and train stations,
which results in significant transient activity. This street provides no access
for vehicular traffic, except to buses, trains and pedestrian traffic. As a
result, this is viewed as somewhat of a detriment to the subject's ground floor
bank space facing First Street.

     Bordering the subject property to the west is The Promenade North, a
pedestrian walkway, which extends from the Long Beach Convention Center
facilities and the Hyatt Regency Hotel to the south of Long Beach Plaza, a
regional shopping center to the north of the subject. The Promenade North is
dedicated to widths varying from 68 to 80 feet and is well-landscaped with
several park benches. It provides the subject with the visibility of a corner
parcel from eastbound traffic on Ocean Boulevard, but does not benefit from full
street corner exposure. Immediately west of the Promenade North is the high-rise
Renaissance Hotel which faces Ocean Boulevard.


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                                      -12-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                      Neighborhood Analysis
================================================================================

Access and Transportation

     The City of Long Beach has very good access to outlying areas by way of the
regional freeway network, the Metro Rail Blue Line, and local surface streets.
The San Diego Freeway traverses the northern portion of the city in an east/west
direction and provides access to several freeways in the South Bay region. Long
Beach is bordered to the west by the Long Beach Freeway, which provides access
in a northerly direction to the central portion of the South Bay and further
north to Pasadena. The San Gabriel River Freeway provides access in a northerly
direction from the southeastern portion of Long Beach to central Los Angeles
County.

     The Metro Rail Blue Line is a light rail system which extends for
approximately 22 miles between downtown Long Beach and downtown Los Angeles. The
Blue Line opened in mid 1990 and presently operates 22 stations, with a future
extension of the line from downtown Los Angeles to Pasadena presently being
planned. Ridership on the Blue Line has increased from an average of 19,000
riders per day in the line's first year of operation to an estimated 33,000
riders per day / 12,000,000 annually in calendar year 1996. The Blue Line
originates near the intersection of Long Beach Boulevard and Ocean Boulevard in
the Long Beach Civic Center area, approximately one block west of the subject
property, and extends in a northerly direction along Long Beach Boulevard to
Pacific Coast Highway.

     Major surface streets in the City of Long Beach in a north/south direction
include Atlantic Avenue, Long Beach Boulevard, and Cherry Avenue. Important
surface streets in an east/west direction through the city include Ocean
Boulevard, Anaheim Street, and Pacific Coast Highway, which changes direction
from east/west to north/south with Lakewood Boulevard at Traffic Circle
approximately four miles northeast of the subject property.

Employment

     Information provided by the City of Long Beach Economic Development
Department indicates that the major employers within the city are as follows:

     Employer                                          # of Employees
     --------                                          --------------
     McDonnell Douglas                                     18,700
     Long Beach Unified School District                     6,500
     City of Long Beach                                     5,750
     Long Beach Memorial Medical Center                     4,000
     California State Univ., Long Beach                     4,000
     U.S. Postal Service                                    2,200
     St. Mary Medical Center                                2,200
     Southern California Edison                             1,700


     Recent growth in the communications, entertainment, transportation,
aerospace and environmental services sectors is the result of the state and
local tax incentive and improvement programs, such as the State Enterprise Zone,
Los Angeles Revitalization Zone, and city= sponsored business loan programs to
help attract and retain businesses. Continuing efforts should result in job
growth and business opportunities in years to come.


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                                      -13-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                      Neighborhood Analysis
================================================================================


Naval Property Reuse

     Following the 1991 announcement of the U.S. Navy base closure, Long Beach
created a plan that called for the development of more than 400-acres of former
Navy property. The reuse plan presents unique opportunities that emphasizes job
creation and economic revitalization. The table below summarizes how the four
parcels being returned will be restored and sustain economic growth.

<TABLE>
<CAPTION>
===================================================================================================================================
Existing Property                 Available                New Property Usage                                      Projected Job
                                  Acreage                                                                          Opportunities
<S>                               <C>                      <C>                                                     <C>
Naval Station                     197                      Port Of Long Beach                                      2,735
- -----------------------------------------------------------------------------------------------------------------------------------
                                  3                        Multi-service center for the homeless                   10
- -----------------------------------------------------------------------------------------------------------------------------------
Naval Hospital                    70                       1,000,000 SF Super volume retail center,                3,000
                                                           "Long Beach Towne Center"                               
- -----------------------------------------------------------------------------------------------------------------------------------
Naval Housing                     62                       Long Beach Unified School District high                 200
                                                           school and middle school                                
- -----------------------------------------------------------------------------------------------------------------------------------
                                  17                       Job Corps Training Center                               300
- -----------------------------------------------------------------------------------------------------------------------------------
                                  32                       CSULB Research & Training Center and                    3,000
                                                           Long Beach Business Incubator                           
- -----------------------------------------------------------------------------------------------------------------------------------
                                  18                       Transitional housing for homeless persons               30
- -----------------------------------------------------------------------------------------------------------------------------------
                                  5                        Educational, training facilities for homeless           To be determined
                                                           persons                                                 
- -----------------------------------------------------------------------------------------------------------------------------------
                                  1                        Child care for homeless persons                         To be determined
===================================================================================================================================
</TABLE>

Aviation / Aerospace Industry

     As the local aviation and aerospace industry is expected to make a comeback
over the next several years, one of the more important employers in the Long
Beach area is McDonnell Douglas/Douglas Aircraft, which is a commercial aircraft
and defense related facility in Long Beach. The Douglas Aircraft division is
involved in the development and manufacture of commercial aircraft and announced
in the third quarter of 1995 that it would begin on the MD-11 fuselage and
MD-95 production programs at the company's facilities in Long Beach. The City of
Long Beach and State of California led "Red Team" worked side-by-side with
Douglas executives, labor leaders and other business development partners in
bringing to Long Beach 1,500 to 2,000 new jobs.

Queensway Bay Plan

     After the fallout of the proposal submitted by The Walt Disney Company in
1991 to develop a theme park on much of the land along the downtown Long Beach
waterfront, Long Beach planned an aggressive strategy to rejuvenate its downtown
core and convention center, called the Queensway Bay Plan. Long Beach has
already invested more than $200 million since 1992 to build a $750 million
310-acre waterfront development that will include a world class aquarium,
stores, restaurants, entertainment and marina facilities. As Phase I of four is
already under way, which includes several of the infrastructure improvements and
construction of the Long Beach Aquarium of the Pacific to be completed by
1997-98, Long Beach is expecting to generate about 3,500 additional jobs and
inject more than $275 million a year into the Long Beach economy.

Port of Long Beach

     The strong growth in international trade has kept the Port of Long Beach as
the nation's number one container port for the past two years. Recognized as the
Gateway to the Pacific Rim,

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                                      -14-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                      Neighborhood Analysis
================================================================================

both imports and exports generate an estimated $3 billion in wages and $430
million in local and state taxes last year. As this year's volume and value of
exports are highly expected to rise, and to accommodate for future growth, the
Port is in the midst of a five-year, $1.3 billion improvement plan. This plan
will include the construction of new terminal facilities, roads and railways on
200-acres soon to be acquired from the U.S. Navy as a result of the closure of
the more than 400-acre Long Beach Naval Station. On-site improvements at the
Port of Long Beach are expected to generate 5,500 new direct and indirect jobs
over the next several years, and the construction of the Alameda Corridor should
generate more than 10,000 construction related jobs over the next six years,
with a nationwide minimum of 70,000 permanent new jobs created within a decade
of building the Corridor.

Conclusion

     As the city of Long Beach aggressively restructures its economy to achieve
greater diversity, it is quickly becoming a major Southern California shopping,
dining and entertainment destination. Hotel occupancy increased 17% last year in
Long Beach's hospitality market and expected growth in 1996 is 3%, with that
level building over the next few years. And with the help of several new large
developments, including the planned 1,000,000 square foot retail center and
revitalization of three existing shopping centers, the city will provide
thousands of jobs as well as new and exciting shopping opportunities over the
next couple of years. As a result, the Downtown Plaza will most likely benefit
from these economic stimuli.


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                                    -15-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                               Los Angeles County
                          MARKET & SUBMARKET STATISTICS
                         End Of the 1st Quarter of 1996
<TABLE>
<CAPTION>
 

                                                                   Direct               Overall      Net
                                              Number    Direct     Vacancy  Overall      Vacancy  Absorption             Wtd. Avg.
Market/Submarket                 Inventory  of Bldgs Availabilities Rate   Availability   Rate     1st Qtr    Ytd 1996   Rental Rate
====================================================================================================================================
<S>                             <C>            <C>    <C>           <C>     <C>           <C>     <C>         <C>          <C>   
CENTRAL LOS ANGELES             56,716,565     274   13,154,140     23.2%  14,234,656     25.1%   (308,448)   (308,448)    $18.60
- ------------------------------------------------------------------------------------------------------------------------------------
1  Downtown Los Angeles         36,568,896     110    7,507,819     20.5%   8,353,162     22.8%   (183,462)   (183,462)    $19.46
2  Mid-Wilshire Corridor        13,363,443      77    4,006,947     30.0%   4,210,795     31.5%    (38,939)    (38,939)    $17.07
3  San Gabriel Valley            6,785,226      87    1,639,374     24.2%   1,670,699     24.6%    (86,047)    (86,047)    $18.40
====================================================================================================================================
WEST LOS ANGELES                40,278,865     316    6,893,279     17.1%   7,838,972     19.5%   (229,422)   (229,422)    $23.08
- ------------------------------------------------------------------------------------------------------------------------------------
4  Hollywood/West Hollywood      3,874,934      45      819,328     21.1%     824,000     21.3%    (99,518)    (99,518)    $18.34
5  Beverly Hills/ Century City  14,351,740      89    2,390,018     16.7%   2,571,444     17.9%    (49,875)    (49,875)    $24.48
6  Westwood/West Los Angeles    17,304,111     139    2,951,755     17.1%   3,626,577     21.0%    (27,667)    (27,667)    $24.60
7  Marina Area/Culver City       4,748,080      43      732,178     15.4%     816,951     17.2%    (52,362)    (52,362)    $17.64
====================================================================================================================================
SOUTH LOS ANGELES               30,505,628     251    5,995,240     19.0%   6,878,096     22.5%   (392,838)   (392,838)    $16.92
- ------------------------------------------------------------------------------------------------------------------------------------
8  LAX/EI Segundo               13,515,551      86    2,805,167     20.8%   3,607,250     26.7%   (325,166)   (325,166)    $15.48
9  Torrance                      7,144,480      79    1,430,572     20.0%   1,483,151     20.8%     47,241      47,241     $17.88
10 Long Beach                    9,845,597      86    1,759,501     17.9%   1,787,695     18.2%   (114,913)   (114,913)    $18.60
====================================================================================================================================
NORTH LOS ANGELES               39,608,321     474    5,367,245     13.6%   6,594,785     16.6%    163,131     163,131     $19.82
- ------------------------------------------------------------------------------------------------------------------------------------
11 Simi/Conejo Valley            4,568,138      89      523,217     11.5%     852,257     18.7%     (8,680)     (8,680)    $17.76
12 West Valley                   8,680,098      99    1,595,634     18.4%   1,921,043     22.1%   (138,093)   (138,093)    $19.32
13 Central Valley                8,555,670     113    1,443,787     16.9%   1,612,712     18.8%     81,177      81,177     $19.32
14 East Valley (including       17,804,415     173    1,804,607     10.1%   2,208,773     12.4%    228,727     228,727     $21.25
   Pasadena)
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL                          167,109,379   1,315   31,409,904     18.8%  35,546,509     21.3%   (767,577)   (767,577)    $19.47
====================================================================================================================================
</TABLE>

MARKET SIZE COMPARISON CHART

                               [GRAPHIC OMITTED]

    [The table below was presented as a pie chart in the printed material.]

Area           %
- ----          ---
North         24%
Central       34%
West          24%
South         18%


                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]

                            AVAILIBILITIES BAR CHART


                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]

              MARKET WEIGHTED AVERAGE RENTAL RATE COMPARISON CHART



<PAGE>


                                              LOS ANGELES OFFICE MARKET ANALYSIS
================================================================================
 
Office Market Analysis
Los Angeles County Office Market Overview

     Supply and Tenant Demand

     According to Cushman & Wakefield's first-quarter, 1996 surveys the combined
Los Angeles County office market contained a total inventory of 167,109,379
square feet. This figure excludes owner user, medical, and government office
buildings.

     The accompanying exhibit provides a statistical overview of the office
inventory for Los Angeles County, including a breakdown by markets. The markets
included in the sectors used in this report are summarized below.

Sector                             Markets
Los Angeles Central/Downtown:      Downtown Los Angeles

                                   Mid-Wilshire Corridor
                                   San Gabriel Valley

Los Angeles West:                  Hollywood/West Hollywood
                                   Beverly Hills/Century City

                                   Westwood/West L.A./Santa Monica

                                   Marina Area/Culver City

Los Angeles South Bay:             El Segundo/LAX

                                   Long Beach

                                   Torrance

Los Angeles North:                 Simi/Conejo Valleys
                                   West San Fernando Valley

                                   Central San Fernando Valley
                                   East San Fernando Valley/Tri-Cities

     Each market within the larger markets is comprised of a series of
submarkets. Although the markets and individual office markets compete to
varying degrees on a larger scale for the Los Angeles County tenant base, each
market is characterized independently in general terms by a typical targeted
tenant or industry type. The table below presents a general overview of the
tenant base for the markets.

================================================================================


                                      -16-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                              Los Angeles Office Market Analysis
================================================================================
 
Sector                                    Tenant Base
Los Angeles Central/Downtown              Financial
                                          Legal
                                          Telecommunications
                                          Energy
                                          Accounting
                                          Real Estate
                                          Govemment/Quasi-Govemment

Los Angeles West:                         Legal
                                          Accounting
                                          Entertainment
                                          Insurance
                                          Real Estate
                                          Financial Services
                                          Advertising

Los Angeles South:                        Aerospace
                                          High-Tech
                                          Research & Development

Los Angeles North:                        Entertainment
                                          Insurance
                                          Legal    
                                          Accounting
                                          Engineering

     Considerable duplication exists within the office tenant base for the Los
Angeles County office markets. However, the office markets maintain separate
identities in terms of the primary tenancies and relative prestige and
corresponding relative rental rate structures for comparable buildings within
the separate markets. Legal and accounting firms provide considerable tenant
demand within each of the markets, for example, but the type and focus of these
professional firms is directed toward the business base within the sector.
Downtown Los Angeles law and accounting firms consist primarily of larger
national or regional firms oriented toward corporations and government for
example, while westside Los Angeles firms typically are smaller and specialize
in a particular field, such as entertainment law.

     Historical Office Development

     Fundamental shifts occurred in the greater Los Angeles office market during
the past decade. The most significant changes include the exodus of major
insurance companies and corporations from the Mid-Wilshire District to more
suburban locations such as Warner Center and Glendale during the 1980s, and the
movement of some entertainment firms from Hollywood and Beverly Hills to areas
such as Burbank (North Los Angeles), Woodland Hills/Warner Center (North Los
Angeles), or Culver City and Santa Monica (West Los

================================================================================

                                      -17-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>
                               LOS ANGELES COUNTY
              Construction History Chart of Class A and B Buildings

================================================================================
Year            Central*       West**       North***       South        Total
- --------------------------------------------------------------------------------
 82            4,882,683     1,541,242       838,212     3,999,186    11,261,323
 83            2,920,192     3,652,672     1,872,082     2,606,238    11,051,184
 84            1,810,809     1,333,243       967,610     3,635,363     7,747,025
 85            4,412,902     2,402,687     1,278,203     1,922,112    10,015,194
 86            2,913,129     2,964,782     2,334,294     2,789,202    11,001,407
 87            3,771,021     3,070,016       874,928     3,169,020    10,884,985
 88            1,903,160       702,166     1,835,374     2,490,781     6,931,481
 89            2,185,292     2,266,345     1,203,053     1,485,792     7,140,482
 90            2,451,346     1,638,153     1,150,463     1,450,521     6,690,483
 91            4,824,238     1,485,847       865,615       802,029     7,977,729
 92            1,703,355       164,450        30,000             0     1,897,805
 93                    0             0             0             0             0
 94                    0             0             0             0             0
 95                    0       135,000        45,700             0       180,700
- --------------------------------------------------------------------------------
Total         33,778,127    21,356,603    13,295,534    24,350,244    92,780,508
================================================================================
Annual Avg     2,412,723    1,525,4722       949,681     1,739,303

- ----------
*    - Including Miracle Mile, Pasadena and Pasadena East

**   - excluding Miracle Mile

***  - Without Tri-Cities


                 ANNUAL OFFICE BUILDING CONSTRUCTION TREND LINE
                               LOS ANGELES COUNTY


                                [GRAPHIC OMITTED]


                          [DATA POINTS TO BE SUPPLIED]
<PAGE>


                                              Los Angeles Office Market Analysis
================================================================================
 

Angeles). These shifts have involved relocations within the Los Angeles County
marketplace, and most of the current markets have emerged as separate, viable
office locations during the past decade. The established Los Angeles County
office markets as of 1980 consisted of downtown Los Angeles, the Mid-Wilshire
sector, Pasadena, Beverly Hills, Century City, and the Ventura Boulevard
corridor in the San Fernando Valley. Approximately 55% of the total existing
office development in Los Angeles County has been completed during the period
since 1982.

     A number of the current major office markets or submarkets were effectively
created during roughly the past decade. Most of the development in the following
markets (total current supply in parenthesis) has been completed since 1980:
Warner Center (5,325,021 square feet) Burbank/Universal City (5,517,729 square
feet), Glendale (5,052,071 square feet), Brentwood (3,254,337 square feet),
Culver City/Westchester (3,643,649 square feet), and Long Beach (7,419,205
square feet). Much of the development in the Glendale, Burbank, Culver City, and
downtown Long Beach office markets was assisted to varying degrees by government
agencies, including redevelopment agencies. Significant assistance (political
and/or financial) by government agencies has also increased the office
development in previously established markets such as downtown Los Angeles and
Pasadena. Prior to about 1980 several of these alternative office locations
either did not exist or the available supply in the market was not sufficient to
represent serious competition for the established office markets. The existence
of a number of alternative office market locations within the Los Angeles basin
is a significant consideration in analyzing historical vacancy and rental trends
in the individual markets prior to 1982 for the purpose of projecting future
performance.

     Future Competitive Supply

     Future competitive office development in the Los Angeles County markets is
restricted by two primary factors: 1) economic conditions - the current
financial infallibility of most new development and the absence of available
financing for office development of new office properties; and 2) political
conditions - the governmental restrictions limiting new development. Although
the economic factors limiting development, which are based on lending
restrictions and economic infallibility under current leasing conditions and
effective rental rates, represent the primary reason for limited new development
in the recent, past and near future, the political constraints on new
development as the most significant factor limiting new competitive office
supply in a number of the markets and market for the long term.

     1) Economic Constraints

     Market rental rates in Los Angeles County submarkets are currently below
(to varying degrees) the levels required to justify new Class A office
development. The current (1st Quarter 1996) weighted average asking rental rate
for all direct office space availabilities in Los Angeles County is $19.48
per-square-foot annually, full service gross. The individual markets have
weighted average rental rates (asking) from $15.48 to $24.60 per-square-foot.

     New construction costs for mid to high-rise office buildings vary by market
location and underlying land cost. The relative strength of the markets in terms
of tenant demand and the

================================================================================

                                      -18-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                 SUMMARY OF DEVELOPMENT CONSTRAINTS (POLITICAL)
                         LOS ANGELES AREA OFFICE MARKETS

Location                       Development Control

Suburban North
    Burbank                    Specific Plan
    San Fernando Valley        Specific Plan
                               Ventura Boulevard Specific Plan/Proposition U
                               Warner Center Specific Plan

Westside
    Park Mile                  Specific Plan
    Miracle Mile               Interim Control Ordinance
    Beverly Hills              Restrictive Zoning
    Westwood                   Specific Plan
    Brentwood                  Proposition U/Specific Plan
    West Los Angeles           Proposition U
    Santa Monica               Restrictive Zoning/Specific Plan
    Century City               Specific Plan

<PAGE>



                                              Los Angeles Office Market Analysis
================================================================================
 
"spread" between the rents required support new development and the current
market rental levels in the various markets fluctuates considerably, but
virtually no new speculative office construction has occurred in Los Angeles
County markets since 1992. Refer to accompanying exhibit for historical
construction activity since 1980.

     2) Political Constraints

     Other than the downtown market and the South Los Angeles market area,
nearly every sector of the City of Los Angeles and adjacent suburban cities with
a meaningful office market has implemented restrictions on new development, tied
to political factors, traffic mitigation and other infrastructure issues. These
restrictions will negatively impact the political feasibility of significant
amounts of new office construction under any future economic office market
scenario. The accompanying exhibit summarizes Los Angeles area markets with
meaningful political constraints on development currently in place or pending.
The specific plans are based on automobile "trips" (costs associated with
traffic mitigation costs) or other criteria (typically tied to infrastructure).
The political influence of the homeowners groups, which typically have active
slow- or no-growth philosophies toward new development, is strong and has
increased considerably during the past decade.

     In addition to typical zoning and planning issues, new development of
significant size and scope within specific plan areas will require substantial
additional entitlement fees to be paid prior to approval for new development.
The fees are usually based on the anticipated new traffic generated by a
proposed project, and the costs are assessed based on square footage and use.
The "prime' westside markets, including Westwood, Century City, Brentwood, and
Santa Monica have substantial fees for new development, as does the Miracle Mile
District, and the Ventura Boulevard corridor of the San Fernando Valley
(including Encino and Woodland Hills).

     The most significant political constraint on new competitive office supply
in the City of Los Angeles markets has been Proposition "U", which was passed in
1986 and down-zoned all Height District I properties in the City of Los Angeles.
Known also as Ordinance No. 161684, Proposition "U" amended the zoning code for
all areas of the City of Los Angeles to include height district designations
ranging from 1 to 4, with much of the city downzoned to height district No. 1.
Properties within this designation are limited to a maximum of 3 stories or 45
feet in height. The 'wave" in new high-rise construction during the latter
portion of the last decade (the 1980's) was in part accelerated by developers
and lenders who hurried high-rise office developments through the planning and
development stages before the sites were downzoned. Properties in the downtown
Los Angeles market area are not within this height classification, but most
other areas of the City have been impacted, including West Los Angeles and the
Ventura Boulevard corridor of the San Fernando Valley. The portions of the City
most directly effected by Proposition U and the specific plans summarized on the
chart are generally the most affluent, prestigious residential areas, and office
buildings in these locations have typically commanded some of the highest rental
rates in the County. These areas also experienced some of the greatest levels of
new development during the previous decade (1980's). The concerns of the
surrounding residential communities over the

================================================================================

                                      -19-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                              Los Angeles Office Market Analysis
================================================================================

increasing traffic and the decline in the overall quality of life has led to the
formation of a number of politically influential homeowners groups that can be
described as actively anti-development. Although there are some political and
governmental controls on future development in the downtown market area, the
number of projects currently entitled for development or win the pipeline" for
approval is substantial, and the surrounding residential base is not as
organized, active, or apparently as influential as the more affluent communities
situated in the west and north Los Angeles County markets.

     Probable Future Development Activity

     As discussed above the economic and political constraints on new office
development have resulted in virtually no new office construction in Los Angeles
County markets since 1992. The "spread' between current market rental rates and
the rents required to justify new development varies from submarket to
submarket. The highest rental rates in the county are currently achieved in the
"Tri-Cities" markets and the 'prime' westside Los Angeles markets. While there
are several potential speculative office development parcels in these markets,
new multi-tenant development appears to be two or more years in the future.
Owner-user projects such as the proposed Dreamworks animation facility in
Glendale or "redevelopment' projects such as the former Lockheed "Skunkworks"
facility in Burbank for a major entertainment industry tenant are expected to
commence during the second half of 1996. Build-to-suit activity for Dreamworks
studios and related businesses in the Playa Vista area of west Los Angeles and
Glendale may occur during 1997-1998. In terms of speculative office development
potential, however, several potential office sites in prime locations have
remained vacant for a number of years due to market conditions, and market
rental 'spikes" will be required before new speculative office development can
occur.

     Vacancy

     The landlord-direct vacancy rate for Los Angeles County office markets was
18.8 percent, based on 31,409,904 square feet available for lease at the end of
1st quarter, 1996. Our review of the data on a submarket by submarket basis
indicates there are isolated submarkets that experienced considerably lower
direct vacancy levels than the countywide figure, such as Universal City and the
Burbank Media District. Most markets within Los Angeles County, with the
exception of the Tri-Cities area, have direct vacancy rates above 15 percent,
and several have current direct vacancy levels in the range of 20 percent. The
previous Los Angeles County Office Market Statistics chart illustrates the
vacancy breakdown by sector.

     Including sublease availabilities the overall Los Angeles County office
market vacancy level was 21.3 percent as of 1st quarter, 1996, which compares
with 21.0 percent as of year-end, 1995. The overall vacancy level is down from
unchanged from the 21.8 percent overall vacancy level at the end of 1994. The
sublease marketplace became a more important component of the overall office
leasing market during the first few years of this decade, particularly within
the downtown Los Angeles market, as the national economic recession and other
factors led to business consolidation and mergers. Many types of businesses were
affected, including major law and accounting firms, aerospace firms, high-tech
firms, energy firms, telecommunications companies, financial services firms,
insurance companies, and

================================================================================

                                      -20-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


                          OFFICE MARKET VACANCY TRENDS
                               Los Angeles County

================================================================================
               Including L.A. Central/Downtown   Excluding L.A. Central/Downtown
                        Vacancy Rates                       Vacancy Rates
Year  Quarter    Direct  Sublease  Overall         Direct  Sublease  Overall
================================================================================
1991  4th Qtr    19.0%     3.6%      22.6%          19.2%      3.3%     22.5%
- -------------  -------------------------------  --------------------------------
1992  4th Qtr    19.4%     3.5%      22.9%         18.9%      2.7%     21.6%
- -------------  -------------------------------  --------------------------------
1993  4th Qtr    18.8%     3.8%      22.5%         18.4%      3.0%     21.4%
- -------------  -------------------------------  --------------------------------
1994  4th Qtr    18.7%     3.1%      21.8%         17.3%      2.3%     19.5%
- -------------  -------------------------------  --------------------------------
1995  4th Qtr    18.7%     2.3%      21.0%         17.0%      2.4%     19.4%
================================================================================



- --------------------------------------------------------------------------------
                            Vacancy Ratio Bar Graph
           Excluding Los Angeles Central/Downtown Overall Vacancy Rate


                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]

<PAGE>


                                              Los Angeles Office Market Analysis
================================================================================
 
banks and savings and loans. The oversupply of office space during the first
portion of this decade led to additional sublease availabilities as developers
assumed existing tenant obligations for space in other buildings prior to the
termination of the tenant's previous lease. Although sublease space was
previously a secondary competitive marketplace for short-term lease requirements
or tenants with questionable credit ratings, a few office markets in Los Angeles
County have sublease markets that compete effectively with landlord direct
space, which in turn applies additional downward pressure on rents for direct
office space. As shown the exhibit, "Office Market Vacancy Trends", the overall
Los Angeles County market has experienced a slow, gradual improvement in direct
and sublease vacancy levels during the period from fourth quarter, 1992 through
year-end, 1995.

     Near-Term Vacancy Trends

     The Los Angeles Central office sector, which includes the "distressed"
downtown and Mid-Wilshire areas, experienced negative net absorption of 711,752
square feet during 1995. The total Los Angeles County net absorption during 1995
was positive 272,154 square feet including the impact of the negative absorption
in the Central Los Angeles sector. Excluding Los Angeles Central, the remainder
of the county (the West, South, and North markets) experienced positive
absorption of 983,906 square feet for an inventory of 116,707,590 square feet.

     The chart shows the potential for a continued, gradual decrease in vacancy
levels for the three markets of the county (excluding the Central sector). As
vacancy levels decline overall and within the most desirable submarkets, rental
rates for office space in these markets should logically increase.

     The Los Angeles Central Sector, which includes downtown Los Angeles and the
Mid-Wilshire corridor, have experienced generally higher vacancy levels and
lower absorption during the past several years than the remainder of the county.
The historical vacancy trends exhibit includes a column which adjusts the
inventory and availabilities as of year-end 1991 through 1995 to exclude the Los
Angeles Central sector.

     Employment

     The chart on an accompanying page summarizes the employment base for the
six major counties in the Southern California area. Los Angeles County had an
average total employment of 4,979,800 positions in 1995, which accounted for 53
percent of the total employment within the six-county area. The most significant
employment markets in the county include services (36.2 percent),
wholesale/retail trade (20.0 percent), and manufacturing (14.6 percent). Los
Angeles County has a notably higher percentage of employment within the services
and manufacturing markets as compared to the other major counties in Southern
California, which reflects the important concentration of film, television, and
musical production/distribution companies in the region as well as the ongoing
work by major aerospace/defense companies in the Los Angeles area.

================================================================================

                                      -21-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

- --------------------------------------------------------------------------------
                           SOUTHERN CALIFORNIA REGION
                            EMPLOYMENT DATA ('000's)

<TABLE>
<CAPTION>
                                                              Finance
                                                             Insurance                                                     Compound
                                        Trans. &                 Real                                        Total           Annual
                    Const.     Mfg.    Utilities     Trade     Estate    Services     Gov't      Total    Employment        Change
- ------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>        <C>          <C>       <C>      <C>          <C>       <C>         <C>                  
Los Angeles
 Year     1980      153.0     938.6      214.1        934.3     382.6    1,134.3      508.0     4,264.9     4,319.0            --
          1985      163.0     921.3      225.9      1,024.2     409.6    1,420.4      517.0     4,681.4     4,733.8          1.85%
          1990      214.1     894.0      248.5      1,128.8     484.3    1,784.0      572.4     5,326.1     5,378.6          2.59%
          1995      169.0     725.5      231.9        999.7     447.3    1,802.5      558.8     4,934.7     4,979.8         -1.53%
          2000      169.7     724.1      227.5        999.0     465.2    1,905.6      566.1     5,048.4     5,092.5          0.45%
          2010      165.1     717.1      221.4        985.2     499.2    2,100.5      590.6     5,279.1     5,322.7          0.44%
- ------------------------------------------------------------------------------------------------------------------------------------
Orange
 Year     1980       61.4     226.1       31.0        235.7     115.2      247.4      121.4     1,038.2     1,058.4           --
          1985       66.4     249.6       39.0        294.6     135.4      354.2      126.1     1,265.3     1,288.2          4.01%  
          1990       92.6     261.3       45.1        361.4     173.6      486.5      142.7     1,563.2     1,590.9          4.31%  
          1995       74.0     231.2       45.8        348.9     177.4      538.0      133.5     1,548.8     1,575.5         -0.19% 
          2000       76.0     245.8       48.8        373.2     198.4      612.5      135.9     1,690.6     1,718.0          1.75%  
          2010       77.4     265.5       54.6        424.5     240.7      764.2      146.2     1,973.1     2,002.1          1.54%  
- ------------------------------------------------------------------------------------------------------------------------------------
Riverside
 Year     1980       16.3      27.0        9.4         53.4      24.7       59.8       50.0       240.6       262.8            --  
          1985       25.4      30.2       10.9         68.5      25.6       81.3       54.5       296.4       322.3          4.17% 
          1990       47.1      38.7       15.3         96.7      34.3      125.1       70.3       427.5       456.2           7.2% 
          1995       40.3      40.2       15.1        106.6      35.0      146.8       71.8       455.8       484.5          1.21% 
          2000       45.3      44.6       15.7        116.9      37.8      162.6       75.1       498.0       528.0          1.73% 
          2010       48.5      51.2       17.0        138.3      43.1      193.4       84.4       575.9       607.8          1.42% 
- ------------------------------------------------------------------------------------------------------------------------------------
San Bernardino
 Year     1980       19.5      39.9       20.0         73.1      26.9       73.8       80.5       333.7       343.4            --
          1985       29.4      42.3       24.4         91.4      25.1      104.5       91.9       409.0       420.4          4.13%
          1990       44.2      55.3       29.0        127.6      33.0      150.7      106.7       546.5       558.8          5.86%
          1995       37.6      58.5       32.1        142.1      35.8      177.1      110.1       593.9       606.0          1.63%
          2000       40.2      65.0       33.7        156.5      38.7      197.3      114.5       645.9       658.0          1.66%
          2010       39.0      74.6       36.2        184.2      43.4      232.4      123.3       733.1       745.7          1.26%
- ------------------------------------------------------------------------------------------------------------------------------------
San Diego
 Year     1980       46.5     112.2       31.8        174.6      84.1      217.8      282.7       949.7       979.5            --
          1985       63.6     127.6       36.3        220.7     98.58      304.5      286.6     1,137.8     1,166.9          3.56%
          1990       83.9     142.3       44.2        282.1     120.2      414.9      315.6     1,403.2     1,435.5          4.23%
          1995       73.7     137.1       43.8        281.1     118.5      473.8      301.0     1,429.0     1,460.3          0.34%
          2000       83.6     153.1       47.8        314.4     129.4      541.1      303.0     1,572.4     1,604.6          1.90%
          2010       98.0     177.5       55.8        387.8     152.7      688.7      318.7     1,879.2     1,913.2          1.77%
- ------------------------------------------------------------------------------------------------------------------------------------
Ventura
 Year     1980       11.0      24.9        7.4         43.3      18.7       46.5       45.7       197.5       219.8            --
          1985       14.0      29.7        9.2         56.4      20.3       64.8       46.5       240.9       261.9          3.57%
          1990       23.0      35.6       13.4         68.1      25.0       91.7       51.0       307.8       331.2          4.81%
          1995       19.2      36.0       12.6         70.7      27.1      112.4       51.5       329.5       353.8          1.33%
          2000       20.2      40.0       13.4         75.7      29.3      129.6       52.9       361.1       386.2          1.77%
          2010       19.1      45.9       14.9         84.7      32.9      162.8       55.4       415.7       441.9          1.36%
====================================================================================================================================
Source: Woods & Poole
====================================================================================================================================
</TABLE>

<PAGE>


                                              Los Angeles Office Market Analysis
================================================================================
 
     From 1990 to 1995, Los Angeles County endured a 7.5 percent decline in
total employment, due in large part to the decrease of 18.8 percent in the
manufacturing sector which reflected the consolidation within the
aerospace/defense industry. Of the six major counties in Southern California,
only Los Angeles and Orange Counties suffered a decline in total employment over
this five-year period. The U.S. Labor Department reported the January 1996
national unemployment rate at 5.5 percent, which was essentially unchanged from
the year prior level of 5.4 percent. On a statewide basis, the unemployment rate
of 8.3 percent for California was generally unchanged from the January 1995
level of 8.2 percent. The unemployment rate in Los Angeles County was 8.2
percent in January 1996, which is notably decreased from the year prior level
and which continues the downward trend in the unemployment rate for the county
over the past 12 to 18 months. Regional economists project that the unemployment
rate on a countywide basis will continue to decline over the next few years. The
anticipated decline in the unemployment rate is based on the fact that the
downsizing by major aerospace/defense companies has been largely completed and
the growth in the services sector is expected to continue over the next several
years.

     Total employment in Los Angeles County is projected by Woods & Poole to
increase at a compound rate of 0.45 percent per year from 1995 to 2000, which is
notably improved from the past few years but lags the projected employment
growth for the other major counties in Southern California. However, the
forecasted employment growth by Woods & Poole for Los Angeles County is fairly
conservative in comparison to recent projections by the California Employment
Development Department and the Los Angeles County Economic Development
Corporation. Each of these organizations has forecast job growth for Los Angeles
County in the range of 2.0 to 2.5 percent during 1996, with growth during the
period from 1995 to 2000 expected to outpace the national average employment
growth rate.

     Services

     The services sector has shown the only significant growth in terms of total
employment from 1990 to 1995 in Los Angeles County and Southern California as a
whole. The services sector includes entertainment, healthcare, business
services, lodging, and personal services. Within the services sector, the
entertainment industry has experienced significant growth over the past few
years, both in terms of the worldwide demand for television/film product and the
level of employment. The entertainment industry has emerged as a growing source
of relatively high wage employment within the Los Angeles area and has surpassed
the defense industry in terms of countywide employment. A November 1995 report
by the California Employment Development Department indicated that the total
countywide employment in the entertainment industry is estimated at 147,500
jobs, which is increased by nearly 12.5 percent from the July 1994 level of
employment. A similar report by the California Department of Finance estimated
the entertainment industry employment figure at 172,000 positions. The disparity
in the reported entertainment employment figures provided by these two agencies
reflects the different methodologies used in collecting the employment data.
However, both sources of data support the very significant growth within this
industry and its increasing role as a catalyst for economic growth in the Los
Angeles area.
================================================================================

                                      -22-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                   Net Office Absorption vs Leasing Activity
                               LOS ANGELES COUNTY
<TABLE>
<CAPTION>
======================================================================================================================
                Net Office Absorption              Leasing Activity (SF)              Net Absorption/Leasing Activity
======================================================================================================================
<S>                         <C>                               <C>                                               <C>
          1990              8,258,928                         18,950,547                                        43.6%
          1991              2,261,311                         18,648,618                                        12.1%
          1992                 (5,207)                        16,905,261                                         0.0%
          1993               (248,158)                        17,561,649                                        -1.4%
          1994               (997,235)                        17,459,183                                        -5.7%
          1995                272,154                         18,535,438                                         1.5%
               -------------------------------------------------------------------------------------------------------
Annual Average              1,590,299                         18,010,116                                         8.8%
               -------------------------------------------------------------------------------------------------------
</TABLE>


                Net Office Absorption vs Leasing Activity Chart

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<PAGE>


                                              Los Angeles Office Market Analysis
================================================================================
 
     The local entertainment industry has recently been investing in new
production facilities in the Hollywood area, West Los Angeles, and the Cities of
Glendale and Burbank in an effort to meet the growing demand for multi-media
products and services. Such leading companies as Walt Disney Company and NBC
Studios in Burbank, MCA in Universal City, Sony Pictures in Culver City, and the
recently formed Dreamworks headed by Steven Spielberg, Jeffrey Katzenberg, and
David Geffen are creating multi-media divisions which will increase the demand
for computer/high technology-oriented positions in the Los Angeles area. The
level of entertainment employment is expected to increase due to the strong
international demand for film product and the ongoing evolution of the cable
television industry.

     The second largest category of employment within the services sector is the
health services segment. The field of healthcare has been one of the more stable
industry segments in terms of employment changes over the past few years. The
Los Angeles area is home to some of the most advanced medical and medical
teaching facilities in the country, including Cedars-Sinai Medical Center, the
City of Hope, and the University of Southern California and the University of
California at Los Angeles schools of medicine. Reports by industry experts
suggest that the Los Angeles area has an overcapacity of local hospital
facilities, which will result in more consolidation within the industry and/or
the closure of underperforming hospitals over the next few years. However, the
impact on total employment within the county stemming from the anticipated
consolidations is uncertain at the present time.

     Employment growth within the services sector is forecast by the Southern
California Association of Governments (SCAG) to be relatively strong from 1995
to 2000. SCAG forecasts the services segment of the employment base to increase
at a compound rate of 3.8 percent per year from 1995 to 2000 for Los Angeles
County, which compares favorably to the projected growth for the total
countywide employment base of 1.6 percent per year from 1995 to 2000. Within the
services sector, the motion picture industry is projected to grow at a compound
rate of 7.7 percent per year from 1995 to 2000, and the business services
segment is projected to grow at a compound rate of 5.2 percent per year from
1995 to 2000. However, the finance, insurance and real estate sector (FIRE),
which is a separate employment category from the services sector, is projected
to grow at a more modest pace of 0.8 percent per year (compounded) from 1995 to
2000.

     Gross Leasing Activity

     Cushman & Wakefield defines gross leasing activity as the sum of all
completed leasing transactions including subleasing but excluding renewals. The
accompanying graph illustrates the pattern in net absorption and gross leasing
activity for the combined Los Angeles County office marketplace on a annual
basis since 1990. Over the past six years (1990 through 1995), gross leasing
activity has been relatively stable on an annual basis, averaging approximately
18 million square feet. The leasing activity includes assumed leases and other
factors, and does not represent fLeA absorption, which is one indication of new
demand.

================================================================================

                                      -23-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>
- --------------------------------------------------------------------------------
                            HISTORICAL NET ABSORPTION
                         Los Angeles County Office Space
- --------------------------------------------------------------------------------
                                  1989 to 1995
- --------------------------------------------------------------------------------

   Year                              NOA (sqft)                      % Decrease
   ----                              ----------                      ----------

   1990                             8,258,928
   1991                             2,261,311                           -72.6%
   1992                                (5,207)                         -100.2%
   1993                              (248,158)                         4665.9%
   1994                              (997,235)                          301.9%
   1995                               272,154                          -127.3%
================================================================================
   Total                            9,541,793
================================================================================
  Annual Average                    1,590,299



                        Historical Net Office Absorption

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<PAGE>


                                              Los Angeles Office Market Analysis
================================================================================
 
                                  OFFICE MARKET

                              Net Absorption Trends
                               Los Angeles County

================================================================================
                Including Los Angeles         Excluding Los Angeles
                 Central / Downtown             Central / Downtown

                  Net Absorption (SF)           Net Absorption (SF)
  Year                  YTD                            YTD
=========         ==================            ===================
  1991               2,261,311                        882,518
- ---------         ------------------            -------------------
  1992                  (5,207)                       251,057
- ---------         ------------------            -------------------
  1993                (248,158)                        55,268
- ---------         ------------------            -------------------
  1994                (997,235)                       234,566
- ---------         ------------------            -------------------

  1995                 272,154                        983,906
=========         ==================            ===================


                            Net Absorption Bar Chart
                     Excluding Los Angeles Central/Downtown

                               [GRAPHIC OMMITTED}

                         [DATA POINTS TO BE SUPPLIED]


================================================================================

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>



                                              Los Angeles Office Market Analysis
================================================================================
 
     Net Absorption

     Cushman & Wakefield calculates net absorption based on net change in
directly occupied office space. The chart on the accompanying page summarizes
the annual trends in net office absorption for Los Angeles County during the
period 1991 through 1995. A graph compares net office absorption with the gross
leasing activity summarized previously. Net absorption declined sharply from
1990 to 1992, from positive absorption of 2.3 million square feet in 1991 to
negative absorption in 1992. Following negative absorption in 1993 and 1994
county-wide net absorption increased to 272,154 square feet during 1995. The Los
Angeles Central office markets posted substantial negative net absorption from
1992 to 1995. Excluding Los Angeles Central, the three remaining areas (West,
North and South County), experienced positive net absorption of 983,906 square
feet during 1995.

     The net absorption figures discussed above are based on the net change in
direct occupied office space. This calculation does not include changes in the
sublease availabilities. The current (1st quarter 1996) sublease availabilities
in Los Angeles County total 4,136,605 square feet, or 11.6 percent of the Los
Angeles County available (for lease) office supply. Although several submarkets
have substantial sublease availabilities, the downtown Los Angeles Central
Business District represents the greatest single component of this supply, with
approximately 845,000 square feet or 20 percent of the countywide sublease
space. The LAX/El Segundo market also has significant sublease availabilities.
As noted previously, however, the sublease supply has decreased gradually from
3.6 percent at the end of fourth quarter, 1991 to 2.3 percent at the end of
1995.

     The chart below shows the cumulative oversupply of office space added to
the Los Angeles County office market since 1990.

                                                                           
================================================================================
                      SF                    SF                       SF
   Year        New Construction         Net Absorption           Oversupply
- --------------------------------------------------------------------------------
1990                6,690,483             8,258,928             (1,568,445)

- --------------------------------------------------------------------------------
1991                7,977,729             2,261,311              5,716,418

- --------------------------------------------------------------------------------
1992                1,897,805                (5,207)             1,903,012

- --------------------------------------------------------------------------------
1993                        0              (248,158)               248,158

- --------------------------------------------------------------------------------
1994                        0              (997,235)               997,235

- --------------------------------------------------------------------------------
1995                  180,700               272,154                (91,454)

- --------------------------------------------------------------------------------
Totals             16,746,717             9,541,793              7,204,924

================================================================================


================================================================================

                                      -24-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>



                                              Los Angeles Office Market Analysis
================================================================================
 
     Conclusions - Los Angeles County Office Market

     The commercial office real estate market in Los Angeles has experienced a
significant transformation during roughly the past 20-year period. Los Angeles
has grown from a regional (southern California) business center to a financial
center for the western United States and the international focus for trade and
financial relations with the Pacific Rim countries. The factors influencing this
transformation include global, national, and regional trends and events.

     The national and regional economic recession during the period from roughly
the third quarter, 1990 through 1993 exacerbated the oversupply conditions
established during the past decade. The historically strong net new demand for
office space declined significantly, with most office markets experiencing flat
or negative office space absorption during the past few years. Financing for new
speculative developments was virtually unavailable, but new development
continued to 1992 based upon previous construction lending commitments. About 1
0 million square feet of new office supply was completed during 1991 and 1992.

     Several submarkets in Los Angeles County office market provided signs of
recovery during 1993 and 1994, and have continued to tighten during 1995,
particularly the Tri-Cities and prime westside markets. The level of office
building investment activity increased substantially during the past 24 months
in Los Angeles County. Many submarkets experienced declining direct and overall
vacancy rates during 1994 and 1995. Gross leasing activity remained stable on a
countywide basis, and all markets excluding the Los Angeles Central Sector
experienced positive absorption during 1995. On a submarket by submarket basis
several individual markets appear to be steadily improving and may experience
relatively strong absorption, occupancy and value increases in the near future.

     As shown in previous charts, the Los Angeles County office market,
particularly when the poorly-performing Central sector is isolated from the
remainder of the county, has exhibited positive absorption during 1995 and
appears positioned for a continued, stable improvement in occupancy levels. The
employment growth in several markets, particularly the entertainment industry
including the film and recording industries), has enabled several submarkets to
outperform the county as a whole during the past several years. The submarkets
which have most directly benefited from the growth of the entertainment industry
include Burbank and Glendale in the North Los Angeles sector, and the westside
markets of Beverly Hills, the Miracle Mile, Century City, Santa Monica, West Los
Angeles, and Culver City. The office locations adjacent to these submarkets and
Class "B" buildings in these submarkets have benefited from "overflow" demand
from entertainment industry tenants, and have also attracted tenants from other
businesses who have been driven from Class A buildings in the prime submarkets
by higher rental rates.

================================================================================

                                      -25-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>
                                                         Los Angeles South
                                                   MARKET & SUBMARKET STATISTICS
                                                   End of the 2nd Quarter of 1996
<CAPTION>
                                                                    Direct               Overall
                                            Number         Direct  Vacancy     Overall   Vacancy      Net  Absorption    Wtd. Avg.
         Market/Submarket      Inventory  of Bldgs Availabilities   Rate  Availability    Rate    2nd Qtr    YTD 1996  Rental Rate
====================================================================================================================================
<S>                           <C>              <C>   <C>           <C>     <C>           <C>     <C>         <C>           <C>
LAX / EL SEGUNDO              13,669,986        88    3,076,644     22.5%   3,726,440     27.3%   (203,256)   (502,797)     $15.72
- ------------------------------------------------------------------------------------------------------------------------------------
1  Los Angeles Airport         4,206,225        20    1,254,826     29.8%   1,270,077     30.2%     (6,552)    (62,751)     $13.32
2  El Segundo                  9,463,761        68    1,821,818     19.3%   2,456,363     26.0%   (196,704)   (440,046)     $17.52

====================================================================================================================================
TORRANCE                       7,144,480        79    1,472,752     20.8%   1,532,089     21.4%    (53,165)     (5,628)     $17.28
- ------------------------------------------------------------------------------------------------------------------------------------
3  190th Street Corridor       3,222,161        31      790,293     24.5%     827,622     25.7%     10,081      37,028      $16.56
4  Central Torrance            3,572,017        45      663,108     18.6%     685,116     19.2%    (62,287)    (46,086)     $18.00
5  San Pedro                     350,302         3       19,351      5.5%      19,351      5.5%       (959)      3,430      $19.68

====================================================================================================================================
LONG BEACH                     9,845,597        86    1,671,040     17.0%   1,720,190     17.5%     79,330     (33,074)     $18.60
- ------------------------------------------------------------------------------------------------------------------------------------
6  Long Beach Freeway          2,053,676        18      262,986     12.8%     275,084     13.4%      1,421     (34,333)     $16.92
7  North Long Beach            1,020,608        13      239,948     23.5%     239,948     23.5%    (12,669)    (18,959)     $14.88
8  Downtown Long Beach         3,820,393        20      946,073     24.8%     978,476     25.6%     72,686      44,546      $20.16
9  Long Beach Marina             457,018         6       69,381     15.2%      69,381     15.2%      1,442     (14,732)     $19.56
10 Cerritos                    2,493,902        29      152,652      6.1%     157,301      6.3%     16,450      (9,596)     $16.80

- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL                         30,660,063       253    6,220,436     20.3%   6,978,719     22.8%   (177,091)   (541,499)     $16.92
====================================================================================================================================




==========================================================                ==========================================================


              Market Size Comparison Chart                                                     Availibilities Bar Graph


             [GRAPHIC OMITTED -- PIE CHART]                                                  [GRAPHIC OMITTED -- BAR CHART]


                                                    [DATA POINTS TO BE SUPPLIED]


==========================================================                ==========================================================


====================================================================================================================================

                                       Submarket Weighted Average Rental Rate Comparison Chart


                                                   [GRAPHIC OMITTED -- BAR CHART]

                                                    [DATA POINTS TO BE SUPPLIED]




====================================================================================================================================
</TABLE>

<PAGE>

                                   LOS ANGELES SOUTH OFFICE MARKET ANALYSIS
================================================================================
 
     Los Angeles South Office Market

     The Los Angeles South office market encompasses three market areas located
primarily in the South Bay area of Los Angeles County. The Los Angeles South
office sector is the smallest of the four office markets in Los Angeles County,
behind the Central Los Angeles, West Los Angeles, and Los Angeles North markets,
respectively. The Los Angeles South sector is comprised of three markets: El
Segundo, Torrance, and Long Beach. The individual submarkets that comprise the
overall Los Angeles South market exhibit a wide range in construction quality,
location, tenant based, and corresponding rental rates. The chart on the
accompanying page summarizes the Los Angeles South office sector and the
submarkets in this area.

     The Los Angeles South office market contained 30,660,063 square feet of
Class A and B space, excluding owner/user, medical and government buildings. The
office development in the Los Angeles South market is concentrated in three
major areas or Sectors: LAX/El Segundo, Torrance, and Long Beach. The individual
submarkets that comprise the overall competitive office market are
differentiated according to access, market perception, tenant appeal and
improvement quality, and rental rates.

     As of the second quarter 1996, the Los Angeles South office market
exhibited a direct vacancy rate of 20.3 percent. The direct vacancy rate, which
does not include sublease availabilities, is generally higher with the direct
vacancy rate for the larger Los Angeles County office market of 18.8 percent as
of end of first quarter, 1996. The overall vacancy rate for the Los Angeles
South market, which includes both direct and sublease availabilities, was 22.8
percent as of second quarter, 1996. The overall vacancy rate for the Los Angeles
South market is above the corresponding figure of 21.3 percent for the Los
Angeles County office market.

     The more significant office markets in the Los Angeles South area, in terms
of the quality and amount of office product, include El Segundo, LAX (Los
Angeles International Airport), Central Torrance, the 190th Street Corridor, and
Downtown Long Beach. The El Segundo submarket, which is situated immediately
south of and adjacent to the LAX submarket, contains a significant concentration
of high technology, aerospace/defense, and business service companies. The
office product in this submarket ranges from multi-building business parks to
high-rise space. The Downtown Long Beach submarket contains an important
concentration of accounting, legal, and investment firms, which have been
attracted to this submarket by the high quality product in the downtown area as
well as the growing volume of international trade and related business generated
by the Port of Los Angeles and the Port of Long Beach.

     Long Beach Market

     The Long Beach office market contains a total of 9,845,597 square feet of
office space or 32 percent of the office product in the Los Angeles South
sector. As indicated on a preceding chart, Downtown Long Beach, with 3,820,393
square feet of rentable office area, is the largest

 ===============================================================================

                                      -26-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                        
                                   Long Beach

                          MARKET & SUBMARKET STATISTICS
                         End Of the 2nd Quarter of 1996

<TABLE>
<CAPTION>
                                                                Direct                   Overall                           Wtd. Avg.
                                        Number      Direct      Vacancy      Overall     Vacancy     Net Absorption         Rental
Market/Submarket           Inventory   of Bldgs  Availabilities   Rate    Availabilities   Rate     2nd Qtr    YTD 1996       Rate
====================================================================================================================================
<S>                        <C>            <C>      <C>           <C>        <C>           <C>     <C>         <C>          <C>   
LONG BEACH                 9,845,597      86       1,671,040     17.0%      1,720,190     17.5%     79,330    (33,074)      $18.60
- ------------------------------------------------------------------------------------------------------------------------------------
Long Beach Freeway         2,053,676      18         262,986     12.8%        275,084     13.4%      1,421    (34,333)      $16.92
North Long Beach           1,020,608      13         239,948     23.5%        239,948     23.5%   (12,669)    (18,959)      $14.88
Downtown Long Beach        3,820,393      20         946,073     24.8%        978,476     25.6%     72,686     44,546       $20.16
Long Beach Marina            457,018       6          69,381     15.2%         69,381     15.2%      1,442    (14,732)      $19.56
Cerritos                   2,493,902      29         152,652      6.1%        157,301      6.3%     16,450     (9,596)      $16.80
</TABLE>


 Submarket Comparison Chart                         Availabilities Bar Graph  
                                                                              
      [GRAPHIC OMITTED]                                [GRAPHIC OMITTED]      
                                                                              
                          [DATA POINTS TO BE SUPPLIED]

Long Beach Freeway      21%                    
North Long Beach        10%  
Downtown Long Beach     39%
Long Beach Marina        5%
Cerritos                25%

<PAGE>



                                        Los Angeles South Office Market
================================================================================
 
submarket within the Long Beach area as it accounts for approximately 39 percent
of the office space in the Long Beach area.

     As of the second quarter 1996, direct and sublease availabilities in the
Long Beach market totaled 1,720,190 square feet for an overall vacancy rate of
17.5 percent. The overall vacancy rate for the Long Beach area was notably lower
than the overall vacancy rate for the Los Angeles South market (22.8 percent).
Within the Los Angeles South market, overall vacancy levels ranged from a low of
17.5 percent in the Long Beach market to a high of 30.2 percent in the El
Segundo market. The recent vacancy rate for the Long Beach market is
significantly influenced by the supply of space which is available on a direct
or sublease basis in the Downtown Long Beach submarket. Downtown Long Beach has
an overall vacancy rate Of 25.6 percent and the total space available within
this submarket accounts for 57 percent Of the total direct and sublease
availabilities in the Long Beach market and 14 percent of the available space in
the Los Angeles South office market.

     Within the Long Beach market, weighted average asking rental rates range
from a low of $14.88 per square foot per year (FSG) in North Long Beach to a
high of $20.16 per square foot per year (FSG) in Downtown Long Beach. The
overall weighted average rental rate for the Long Beach market is $18.60
per-square-foot-per year (FSG), which is the highest weighted average asking
rental rate of the three markets within the Los Angeles South sector.

     The table below summarizes the trend in weighted average asking rental
rates on a per square foot basis for both Class A and B office space within the
Long Beach sector.

                                Long Beach Market

                          Weighted Average Rental Rates
                                   Annual PSF

                                 1993*        1995*        1996*       % Change
                                 -----        -----        -----       --------

Long Beach Market               $20.16       $18.72       $18.60         -7.1%
- -----------------               ------       ------       ------         -----
  -  Long Beach Freeway         $20.52       $18.48       $16.92         -9.9%
  -  North Long Beach           $18.00       $15.00       $14.88        -16.7%
  -  Downtown Long Beach        $21.84       $19.92       $20.16         -8.8%
  -  Long Beach Marina          $17.16       $18.96       $18.56        +10.5%
  -  Cerritos*                  $15.84       $16.80       $16.80         +6.1%

*    Data is as of the second quarter 1993 and the fourth quarter 1995, and
     second quarter 1996.

     The chart above illustrates the change in asking rental rates in the Long
Beach market over the course of the ten quarters through year-end 1995, as well
as the three-year period through second quarter, 1996. The overall decrease of
7.1 percent through 1995 is largely attributable to the decline in asking rents
in the Downtown Long Beach area, since this

================================================================================

                                      -27-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


                                   Long Beach
                               NET ABSORPTION (SF)
                                  Annual Trend

- --------------------------------------------------------------------------------
LONG BEACH              1992        1993       1994       1995     2nd Qtr '96
- --------------------------------------------------------------------------------
Long Beach Freeway      44,446     (94,444)   100,909    419,823     (34,333)
North Long Beach        51,022      18,635     21,350        (46)    (18,959)
Downtown Long Beach    (81,613)    113,056     35,744   (129,899)     44,546
Long Beach Marina      (47,410)      9,351     36,923     19,419     (14,732)
Cerritos                32,679     156,446     52,098     40,366      (9,596)
================================================================================
Submarket Totals          (876)    203,044    247,834    349,663     (33,074)
- --------------------------------------------------------------------------------


                              Net Office Absorption
                                   Line Chart


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<PAGE>

                                   Long Beach
                                  VACANCY RATES
                                  Annual Trend

Direct Vacancy Rates
- --------------------------------------------------------------------------------
LONG BEACH                    1992      1993      1994      1995    2nd Qtr '96
- --------------------------------------------------------------------------------
Long Beach Freeway            18.8%     21.9%     19.5%     15.0%      12.8%
North Long Beach              25.3%     23.0%     17.2%     21.8%      23.5%
Downtown Long Beach           26.2%     23.0%     22.1%     26.2%      24.8%
Long Beach Marina             21.2%     19.8%     12.9%     12.1%      15.2%
Cerritos                      20.8%      9.8%      7.7%      6.7%       6.1%
================================================================================
Submarket Totals              22.6%     19.4%     17.3%     17.8%      17.0%
- --------------------------------------------------------------------------------



                              Direct Vacancy Rates
                                   Line Chart


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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                   Long Beach
                                  VACANCY RATES
                                  Annual Trend

Overall Vacancy Rates
- --------------------------------------------------------------------------------
LONG BEACH                   1992      1993      1994      1995    2nd Qtr `96
- --------------------------------------------------------------------------------
Long Beach Freeway           21.8%     22.6%     21.0%     15.8%      13.4%
North Long Beach             25.3%     23.4%     17.6%     21.8%      23.5%
Downtown Long Beach          28.9%     26.8%     25.6%     27.3%      25.6%
Long Beach Marina            21.2%     20.2%     13.5%     12.1%      15.2%
Cerritos                     20.8%      9.8%      7.7%      6.7%       6.3%
================================================================================
Submarket Totals             23.6%     21.1%     19.1%     18.4%      17.5%
- --------------------------------------------------------------------------------


                              Overall Vacancy Rates
                                   Line Chart


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                          [DATA POINTS TO BE SUPPLIED]

<PAGE>

RENTAL AND OCCUPANCY SURVEY                                     2nd Quarter 1996
Long Beach Downtown
Competitive Office Buildings
<TABLE>
<CAPTION>
===========================================================================================================================
                                                   Building Information             Available Space (SF)         Overall   
Item    Building Name                     No. of     Area     Avg. Flr.  Year                                  Availibity 
No.     / Location                 Class  Stores     (SF)     Area (SF)  Built  Floor(s)   Direct    Sublease    (SF)     
===========================================================================================================================
<S>     <C>                         <C>     <C>    <C>           <C>     <C>     <C>        <C>      <C>           <C> 
L-1     100 Broadway Building        B       6       193,390     32,232  1987      Ground     2,490     0                 
        100 Broadway                                                                  2-6    34,681     0          Total  
                                                                                     ----    ------     -                 
                                                                                             37,171     0         37,171
- ---------------------------------------------------------------------------------------------------------------------------
L-2     Harbor Bank Building         B       6       109,000     18,167  1982      Ground         0     0                 
        11 Golden Shore Avenue                                                        2-5    38,517     0          Total  
                                                                                     ----    ------     -                 
                                                                                             38,517     0         38,517
- ---------------------------------------------------------------------------------------------------------------------------
L-3     Catalina Landing             B       4       275,000     68,750  1985      Ground    32,672     0                 
        310-340 Golden Shore                                                          2-4    57,407     0          Total  
        Avenue                                                                       ----    ------     -                 
                                                                                             90,079     0         90,079
- ---------------------------------------------------------------------------------------------------------------------------
L-4     World Trade Center           A      27       436,692     16,174  1988      Ground    11,495     0                 
        One World Trade Center                                                       2-26    64,395   5,122        Total  
                                                                                     ----    ------   -----               
                                                                                             75,890   5,122       81,012
- ---------------------------------------------------------------------------------------------------------------------------
L-5     Landmark Square              A      24       413,000     17,208  1991      Ground     8,754   1,177               
        111 West Ocean Boulevard                                                     3-24    69,919   4,982        Total  
                                                                                     ----    ------   -----               
                                                                                             78,673   6,159       84,832
- ---------------------------------------------------------------------------------------------------------------------------
L-6     The 180 Building             B      12       200,028     16,669  1982      Ground    19,681     0                 
        180 East Ocean Boulevard                                                     2-12   163,760     0          Total  
                                                                          ----    -------     -                 
                                                                                            183,441     0        183,441
- ---------------------------------------------------------------------------------------------------------------------------
L-7     Home Savings Building        B      10       103,000     10,300  1982      Ground    18,464     0                 
        249 East Ocean Boulevard                                                      2-9    21,875     0          Total  
                                                                                     ----    ------     -                 
                                                                                             40,339     0         40,339
- ---------------------------------------------------------------------------------------------------------------------------
L-8     Shoreline Square             A      21       417,000     19,857  1988      Ground         0     0                 
        301 East Ocean Boulevard                                                     2-10    62,025     0          Total  
                                                                                     ----    ------     -                 
                                                                                             62,025     0         62,025
- ---------------------------------------------------------------------------------------------------------------------------
L-9     American Savings Building    B      10       127,991     12,799  1984        Mezz     7,960     0                 
        401 East Ocean Boulevard                                                     3-10    69,838     0          Total  
                                                                                     ----    ------     -                 
                                                                                             77,796     0         77,798
- ---------------------------------------------------------------------------------------------------------------------------
L-10    Sumitomo Tower Building      B      18       163,264      9,070  1968      Ground         0     0                 
        444 West ocean Boulevard                                                     5-17    60,910     0          Total  
                                                                                     ----    ------     -                 
                                                                                             60,910     0         60,901
- ---------------------------------------------------------------------------------------------------------------------------
L-11    Oceangate Tower              B      12       202,000     16,833  1971   Plaza/Lob    18,784     0                 
        100 oceangate Avenue                                                         4-11    21,451     0          Total  
                                                                                     ----    ------     -                 
                                                                                             40,235     0         40,235
- ---------------------------------------------------------------------------------------------------------------------------
L-12    Arco Center                  A      14       220,625     15,759  1983      Ground         0   4,630               
        200 Oceangate Avenue                                                         2-15    44,091     0          Total  
                                                                                     ----    ------   ------              
                                                                                             44,091   4,630       48,721
- ---------------------------------------------------------------------------------------------------------------------------
L-13    Arco Center                  A      14       218,296     15,593  1968      Ground       898     0                 
        300 Oceangate Avenue                                                         5-17    28,038     0          Total  
                                                                                     ----    ------     -                 
                                                                                             28,038     0         28,936
- ---------------------------------------------------------------------------------------------------------------------------
L-14    Union Bank Building          B      14       157,683     11,263  1975      Ground         0     0                 
        400 Oceangate Avenue                                                         2-11     9,765   7,661        Total  
                                                                                     ----    ------   ------               
                                                                                              9,765   7,661       17,426
- ---------------------------------------------------------------------------------------------------------------------------
L-15    One Golden Shore             B       2        32,246     16,123  1977      Ground         0     0                 
        One Golden Shore                                                                0         0     0          Total
                                                                                     ----    ------     -                 
                                                                                                  0     0              0
===========================================================================================================================
        MARKET SUB-TOTALS                   194    3,269,217     16,852                     867,861   23,572     891,433  
===========================================================================================================================

Subj.   Downtown Plaza               B       6       100,146     16,691  1982      Ground         0     0                 
        211 East Ocean Boulevard                                                      3-4     7,185     0          Total  
                                                                                     ----    ------     -                 
                                                                                              7,185     0          7,185
===========================================================================================================================
        MARKET TOTALS                       200    3,369,363     16,847                     875,046   23,572     898,618   
===========================================================================================================================

<CAPTION>
================================================================================
                                       Quoted              Occupancy   Parking
Item    Building Name                Annual Rent    Lease   Ratio       Ratio/
No.     / Location                  PSF       PSF    Type  (Incl.SL)   1,000 SF
================================================================================
<S>     <C>                         <C>       <C>     <C>    <C>        <C> 
L-1     100 Broadway Building       $20.40 -  $20.40  FSG     80.8%      2.50
        100 Broadway                $20.40 -  $20.40  FSG
                                                     
- --------------------------------------------------------------------------------
L-2     Harbor Bank Building                                  64.7%      3.70
        11 Golden Shore Avenue      $18.60 -  $18.60  FSG
                                                     
- --------------------------------------------------------------------------------
L-3     Catalina Landing            $16.80 -  $16.80  FSG     67.2%      3.50
        310-340 Golden Shore        $16.80 -  $16.80  FSG
        Avenue                                       
- --------------------------------------------------------------------------------
L-4     World Trade Center          $21.00 -  $21.00  FSG     81.4%      2.80
        One World Trade Center      $18.60 -  $24.00  FSG
                                                     
- --------------------------------------------------------------------------------
L-5     Landmark Square             $19.20 -  $22.20  FSG     79.5%      3.30
        111 West Ocean Boulevard    $19.20 -  $22.20  FSG
                                                     
- --------------------------------------------------------------------------------
L-6     The 180 Building            $21.00 -  $23.40  FSG      8.3%      4.00
        180 East Ocean Boulevard    $21.00 -  $23.40  FSG
                                            
- --------------------------------------------------------------------------------
L-7     Home Savings Building       $22.20 -  $22.20  FSG     60.8%      3.00
        249 East Ocean Boulevard    $16.20 -  $18.00  FSG
                                                     
- --------------------------------------------------------------------------------
L-8     Shoreline Square                                      85.1%      2.50
        301 East Ocean Boulevard    $25.20 -  $30.00  FSG
                                                     
- --------------------------------------------------------------------------------
L-9     American Savings Building   $15.00 -  $18.60  FSG     39.2%      2.70
        401 East Ocean Boulevard    $15.00 -  $18.60  FSG
                                                     
- --------------------------------------------------------------------------------
L-10    Sumitomo Tower Building                               62.7%      3.50
        444 West ocean Boulevard    $16.20 -  $17.40  FSG
                                                     
- --------------------------------------------------------------------------------
L-11    Oceangate Tower             $16.80 -- $18.60  FSG     80.1%      3.00
        100 oceangate Avenue        $16.80    $18.60  FSG
                                                     
- --------------------------------------------------------------------------------
L-12    Arco Center                 $16.80 -- $16.80  FSG     77.9%      3.00
        200 Oceangate Avenue        $21.96    $22.92  FSG
                                                     
- --------------------------------------------------------------------------------
L-13    Arco Center                 $21.96 -- $24.00  FSG     86.7%      3.00
        300 Oceangate Avenue        $21.96    $24.00  FSG
                                                     
- --------------------------------------------------------------------------------
L-14    Union Bank Building                                   85.9%      2.20
        400 Oceangate Avenue        $16.20 -  $18.60  FSG
                                                     
- --------------------------------------------------------------------------------
L-15    One Golden Shore                                      100.0%     4.40
        One Golden Shore                             
                                                     
================================================================================
        MARKET SUB-TOTALS                                     72.7%     
================================================================================

Subj.   Downtown Plaza                                        92.8%      3.20
        211 East Ocean Boulevard    $16.20 -  $16.20  FSG
                                                     
================================================================================
        MARKET TOTALS                                         73.3%
================================================================================

</TABLE>


                         OFFICE BUILDING ACTIVITY CHART
                               DOWNTOWN LONG BEACH

                                [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]







<PAGE>




                                        Los Angeles South Office Market
================================================================================
 
submarket comprises approximately 57 percent of the total available space
(direct and sublease) in the Long Beach area. Three of the five submarkets;
within the Long Beach office market experienced declines in the weighted average
asking rental rate from second quarter 1993 to fourth quarter 1995, with the
most significant decrease on a percentage basis occurring in the North Long
Beach submarket. The Long Beach Marina and Cerritos submarkets posted increases
in the range of six to ten percent in the weighted average asking rental rate
from 1993 to 1995.

     Absorption and Vacancy Trends

     The accompanying exhibits summarize the direct and overall (including
sublease availabilities) vacancy trends for the submarkets comprising the Long
Beach office market from year-end 1992 through second quarter, 1996, as well as
the historical net absorption for the same period. Although performance by
submarket varies, the data shows a steady trend in declining overall and direct
availabilities since 1992. The combination of modest but stable net absorption
and the absence of new construction has resulted in a decline in vacancy levels
in the Long Beach market from 22.6 percent to 17.0 percent from year-end 1992 to
second quarter, 1996 (direct vacancy) and from 23.6 percent to 17.5 percent
(overall vacancy).

     Direct Competition

     The subject is located along the Ocean Boulevard corridor, which is the
prime office location in the downtown Long Beach submarket. The accompanying
exhibit summarizes the current occupancy and rental profile for the 15
competitive Class A and B office buildings in this neighborhood. The buildings
range in height from two to 27 stories and in size from approximately 32,000
square feet to 436,000 square feet. Excluding the subject the combined overall
(including sublease space) occupancy level is 72.7 percent for a total inventory
of about 3,270,000 square feet. Excluding mezzanine space the quoted asking
rental rates for available space ranges from $16.20 to $30.00 per-square-foot
annually full service gross, with the predominate range from $16.20 to $22.20.

     Conclusions

     The subject's downtown Long Beach market has lagged the general Los Angeles
County office market recovery which has begun during the past two years. The
subject's market and other submarkets in the Long Beach area have experienced a
slow, stable improvement in occupancy levels, however, due to continued positive
net absorption and no new construction. The current significant "spread" between
market rental rates and the rental rates required to justify new development
continue to delay any new development, particularly in the downtown Long Beach
submarket for the foreseeable future. The level of investment activity in this
market and other Los Angeles County office markets has accelerated significantly
during the past 12 months, driven by both the availability of capital and by the
trends in vacancy rates.
================================================================================

                                      -28-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


================================================================================
 





                                   [PLAT MAP]

                                [GRAPHIC OMITTED]
                 

                               LONG BEACH CITY, CA




================================================================================

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


================================================================================
 
                                   [PLAT MAP]

                                [GRAPHIC OMITTED]
                 

                               LONG BEACH CITY, CA








================================================================================

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject includes two non-contiguous parcels: the "Office Parcel" and
the "Parking Parcel". The Office Parcel contains 42,160 square feet of land
area, and is located at the northeast corner of East Ocean Boulevard and The
Promenade North in the downtown portion of the City of Long Beach. The site is
generally rectangular in shape, and the topography is also generally level

     The property also includes a non-contiguous "Parking Parcel" located about
two blocks southeasterly of the Office Parcel, on the north side of Seaside Way
extending from Locust Avenue to Collins Way. This parcel contains 29,110 square
feet according to Assessors maps. The parcel is improved with a surface parking
lot containing 79 marked spaces. The parking lot is leased to the adjacent hotel
(Breakers Hotel) for a term through September 30, 2000 (subject to termination
option for "up to" 29 spaces). This parcel is generally level, but slopes
slightly downward to the south.

     We have assumed that the soil's load-bearing capacity is sufficient to
support the existing structures. All essential utilities including electricity,
water, sewer, and telephone are currently serving the site.

     According to The Los Angeles County Flood Atlas, Community Panel No. 060136
0020 B, effective September 15, 1993, the subject property is situated in Zone C
and does not require flood insurance.

Improvements Description

     The subject "Office Parcel" is improved with a 1982-built Class "B"
six-story office building containing 100,146 square feet of rentable area, based
on the "remeasured" area shown on the rent roll provided for our review. The "as
leased" area is 98,362 rentable square feet. The improvements, known as Downtown
Plaza, are of Class "B" construction, with reinforced concrete frame and glass
curtain walls. The building is constructed over a two-level subterranean garage
containing approximately 295 marked spaces (including approximately 205 tandem
spaces and 90 single spaces). The floorplates are somewhat triangular in shape,
and are "terraced", with upper floor balconies providing southerly-facing views
for many suites. There are three elevators serving the parking levels and six
office floors.

Capital Issues

     The subject does not comply with current ADA code requirements, and
upgrades were in progress as of the date of our property inspection. It is our
understanding based on verbal information provided by the property manager and a
review of limited budget data that approximately $420,000 has been budgeted for
capital work for ADA compliance, common area upgrades including painting and
lobby renovation, exterior and interior painting, roof repair, and mechanical
system upgrades. We have not reviewed detailed budgets and it is our
understanding these improvements are projected to be completed by year-end 1996.
We have not deducted for remaining capital costs, and recommend an inspection of
the property be made by qualified experts to determine the level of code
compliance and the cost of any remaining improvements.



================================================================================

                                      -29-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The current method of taxation of real property in California is mandated
by Proposition 13, under which real estate taxes were reduced to one percent of
the property's full market value as of the 1975/76 fiscal year, plus any voter
approved bond indebtedness. The assessor's assessment of market value is limited
to a maximum two percent annual increase, unless the property is transferred or
there is substantial new construction. In either of these two events, the
property is reappraised to current market value, usually as evidenced by the
sales price and/or the construction cost.

     Assessed value is not an accurate reflection of market value, and it is not
particularly sensitive to economic fluctuations in market value. Assessed value
is the figure which is put on the Assessor's roll and is the basis upon which
the property tax is charged to property owners. The Proposition 13 Property Tax
initiative received very strong support from the general public as resistance to
property increases continue. It is unlikely that the basic premises of this law
will be changed in the near future.

Tax Rates

     The 1995/96 tax rate for the land and improvements in Tax Rate Area 05542
is 1.011677% percent and is based upon $100 of assessed values.

Tax Assessment

     Following is the subject's total current assessment:

================================================================================
                       1995/96 Property Assessment Summary
================================================================================
                     Office Parcel          Parking Parcel           Totals
- --------------------------------------------------------------------------------
Land                   $1,714,600             $1,135,400            $2,500,000
Building               $6,461,000                $29,000            $6,490,000
- --------------------------------------------------------------------------------
Total                  $8,175,600             $1,164,400            $8,990,000
================================================================================

Direct Assessments

     Following is an itemized list of current direct assessments for the subject
property:

           ========================================================
                               Direct Assessments
           ========================================================
                                                          1995/96
           --------------------------------------------------------
           Long Beach LDSCP                             $  438.25
           L.A. County Flood Control                    $  379.03
           MWD Water Stand-by Chart No. 8               $   12.16
           County Sanitation District No. 3             $5,735.28
           L.A. County Park Districts                   $  481.34
           --------------------------------------------------------
           Total                                        $7,046.06
           ========================================================

                          The tax rate and the direct assessments appear to be
                    in line with the rates and assessments in the competitive
                    market area. Current annual taxes are estimated at
                    approximately $102,000.

================================================================================

                                      -30-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

================================================================================





                                  [ZONING MAP]

                                [GRAPHIC OMITTED]


                               DOWNTOWN SHORELINE
                                    SUBAREAS
                       Planned Development Ordinance: PD-6
                               LONG BEACH CITY, CA






================================================================================
<PAGE>


                                                                     ZONING
================================================================================


Office Parcel

     The office parcel is zoned city of Long Beach CB, Commercial Business. This
zone was created for the Central Business district to preserve and enhance the
downtown area's role as the center of commerce, culture and civic life for the
city and surrounding communities. The city recognizes this district as being
unique in its intensity and diversity of use, its contribution to the history,
culture and image of the city, and its aesthetic and architectural significance.

     Under the current municipal code, parking requirements for general office
use are four parking spaces per 1,000 square feet of gross usable floor area up
to 20,000 square feet plus two spaces per 1,000 square feet of gross building
area thereafter. Requirements for retail banking is six stalls per 1,000 square
feet of gross retail banking area plus four spaces per 1,000 square feet of
gross office area.

     This zoning classification requires the minimum lot size to be no less than
10,000 SF and establishes no maximum building height.

     The first story uses, in addition to the requirements and standards of this
zoning regulation, is restricted to retail, personal service, restaurant, tavern
or theater entrances, as well as other building entrances, lobbies, plazas or
driveways. The permitted uses shall occupy the entire street frontage of ground
floors. No other uses shall occupy this area.

Parking Parcel

     The parking parcel is zoned city of Long Beach PD-6 (subarea 7), Downtown
Shoreline Planned Development District. The area within the Plan boundary
contains both public and private property, with some existing major land uses,
but with significant undeveloped and underdeveloped property. This Plan is
intended to coordinate future public and private improvements in a mixed
land-use concept.

     The subarea wherein the parking parcel lies contains an office building and
the Breakers Hotel (designated by the City as a cultural landmark). Permitted
uses within this subarea are restricted to residential, hotel, or an office with
hotel or residential uses occupying not less than one-third land area of this
subarea. Special design features are required for any new developments between
the Jergins Trust Site and the Breakers Hotel. These features must include a
coordinated theme for the entire entrance area for the full length of the
Promenade South, create visual and physical linkage between the Ocean Boulevard
downtown area and the shoreline, and the Ocean Boulevard park strip between
Locust and Pine shall be designed to emphasize the Promenade entrance.

     Subarea 7 parking requirements for new construction shall provide parking
spaces as required for new development, but must be enclosed and located below
Ocean Boulevard level. Office building parking shall be available for public use
on evenings and weekends. Office uses may lease Convention Center parking for
usual business requirements. The reuse of existing buildings shall maintain its
current parking requirements.

================================================================================

                                      -31-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1). legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing office zoning and the
surrounding development (which consists of a relatively equal mixture of office,
retail, hotel, industrial, and vacant land), some type of commercial use would
be most compatible with surrounding development. Further, as discussed in the
Office Market Analysis section of this report, the downtown Long Beach office
submarket has continued its recovery with a year-end 1995 overall occupancy
level of approximately 72.7 percent. Direct weighted average rental rates for
this type of space represent the highest rates in the Long Beach market area at
$19.92 per square foot (including all classes of space). Therefore, it is our
opinion the highest and best use of the site is for some type of office
development as of a future date when new construction becomes economically
justified.

Highest and Best Use, As Improved

     As noted in the Property Description section of this report, the subject
site is improved with a six-story, 100,146 square foot (NRA) office building and
related site improvements. Constructed in 1982, the project is in average
condition. Further, the design and layout are considered to be adequate for its
current use.

     The office submarket in which the subject competes is stable with
increasing occupancy levels and rental rates. It is our opinion that the highest
and best use of this site, as improved, is for continued use as a Class "B"
office building.

================================================================================

                                      -32-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


                                                          VALUATION PROCESS
================================================================================


     Appraisers typically use three approaches in valuing real property: the
Cost Approach, the Income Approach, and the Sales Comparison Approach. The type
and age of the property and the quantity and quality of data affect the
applicability of each approach in a specific appraisal situation.

     The principle of substitution that forms the basis for the Cost Approach
holds that "no prudent person will pay more for a property than the amount with
which he can obtain, by purchase of a site and construction of a building, a
property of equal desirability and utility."

     The Cost Approach has historically been a reasonably reliable indicator of
value for new, legally conforming office buildings in the Los Angeles market
area. It is not particularly relevant in the traditional sense for this
appraisal, however. External, or economic conditions have rendered the
indication from this approach essentially meaningless. This situation has
delayed the timeframe for new construction to such a degree that the principle
of substitution, which is based on the price an investor would pay to acquire a
site and construct a building of similar utility without undue delay, is no
longer a possible scenario. The investors in this type of property report that a
basic criterion for evaluating a potential purchase is that the price paid must
be below the estimated replacement cost of the property. The basis for this
criterion is the perception that new development is economically infeasible at
current rental rates and vacancy levels. The profit component, which is the
incentive for new development, at the minimum has been removed from the market.
We have accordingly not used a Cost Approach in this appraisal.

     The Sales Comparison Approach involved a search for recent sales of
comparable improved properties and an analysis of the data as it relates to the
subject property.

     In the Income Approach we estimated the subject's capacity to produce
income through an analysis of the defined office market. An estimated value for
the subject property was derived through a computerized Discounted Cash Flow
Analysis and Direct Capitalization.

     We concluded the appraisal process by reviewing each of the applicable
approaches to value. We considered the type and reliability of data and the
applicability of each approach. Finally, we reconciled the two approaches and
estimated the final value.

================================================================================

                                      -33-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

      SUMMARY OF COMPARABLE OFFICE BUILDINGS SALES AND MARKETING ACTIVITY

<TABLE>
<CAPTION>
====================================================================================================================================
                                                              Improvements                                    Sales Price
  Item    Property Name/Location    Date of Sale      Year        No. of       Rentable  Occupancy    Total        PSF       OAR
   No                                                 Built      Stories         Area     at Sale
====================================================================================================================================
<S>     <C>                          <C>             <C>         <C>           <C>        <C>      <C>           <C>      <C>
  I-1a  100 West Broadway               7/96           1986          6          194,087    84%     $20,200,000   $104.08       14.1%
        Long Beach, CA                                                                                                        (above
                                                                                                                              market
                                                                                                                              rents)
                                                                                                                          @ 84% occ.
- ------------------------------------------------------------------------------------------------------------------------------------
  I-1b  100 West Broadway               7/95           1986          6          194,087    78%     $14,000,000                 12.0%
        Long Beach, CA                 (note                                                                      $72.13
                                     purchase)
- ------------------------------------------------------------------------------------------------------------------------------------
  I-2   Sumitomo Bank Building          6/96           1968      15 (tower)     178,886    68%      $9,200,000    $48.55       13.6%
        444 West Ocean Blvd.                                      1 (annex)      10,600                                   @ 68% occ.
        Long Beach, CA                                                         --------
                                                                                189,486
- ------------------------------------------------------------------------------------------------------------------------------------
  I-3a  Park Tower                      3/96           1981          7          112,777    75%      $7,200,000    $63.84        8.0%
        5150 East Pacific Coast Hwy.                                                                                      @ 75% occ.
        Long Beach, CA
- ------------------------------------------------------------------------------------------------------------------------------------
  I-3b  Park Tower                      4/94           1981          7          112,777    50%      $5,600,000    $49.65        6.3%
        5150 East Pacific Coast Hwy.                                                                                      @ 50% occ.
        Long Beach, CA
- ------------------------------------------------------------------------------------------------------------------------------------
  I-4   Allstate Building            Current           1982          12         199,366     9%     $14,000,000    $70.22         N/A
        180 East Ocean Blvd.          Escrow                                                            asking           (9% leased)
        Long Beach, CA
                                                                                                   $12,000,000    $60.19   Pro-forma
                                                                                                      reported               95% OAR
                                                                                                        escrow                 19.6%
                                                                                                         price
- ------------------------------------------------------------------------------------------------------------------------------------
  I-5a  L'Opera Building             Current           1910          6           65,538    100%     $5,350,000    $81.63       10.0%
        101-115 Pine Ave.             Escrow                                                            asking           @ 100% occ.
        Long Beach, CA                              1988/1996
                                                    remodeled
- ------------------------------------------------------------------------------------------------------------------------------------
  I-5b  L'Opera Building                6/95           1910          6           65,538    60%      $3,500,000    $53.40         N/A
        101-15 Pine Ave.             
        Long Beach, CA                              1988/1996
                                                    remodeled
- ------------------------------------------------------------------------------------------------------------------------------------
  I-6   New Wilshire                   11/95           1986          16         203,934    78%     $21,450,000   $105.18       10.3%
        6100 Wilshire Blvd.                                                                                               @ 78% occ.
        Los Angeles, CA              
- ------------------------------------------------------------------------------------------------------------------------------------
Subject Downtown Plaza                    --           1982          6          100,146    93%             --        --           --
        211 East Ocean Blvd.             
        Long Beach, CA               
====================================================================================================================================
                                    
</TABLE>
<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

                                                            
Methodology

     In the Sales Comparison Approach, we estimated the value of the subject by
comparing it with similar, recently sold properties in the surrounding or
competing area. Inherent in this approach is the principle of substitution,
which holds that when a property is replaceable in the market, its value tends
to be set at the cost of acquiring an equally desirable substitute property,
assuming that no costly delay is encountered in making the substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, we can identify value and price trends.
The sold properties must be comparable to the subject in physical, locational,
and economic characteristics. The basic steps of this approach are:

     1.   Research recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   Select and analyze those properties considered most similar to the
          subject, giving consideration to the time of sale, any change in
          economic conditions which may have occurred since the date of sale,
          and other physical, functional or locational factors;

     3.   Reducing the sales price to common units of comparison, such as price
          per-square-foot of building area;

     4.   Make appropriate adjustments between the comparable properties and the
                               property appraised;

     5.   Identify sales which include favorable financing and calculate the
          cash equivalent price;

     6.   Interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used and market-oriented units of comparison for office
properties is the sales price per-square-foot of building area. All comparable
sales have been analyzed on this basis.

     Cushman & Wakefield tracks office building transactions in Los Angeles
County involving sales or arm's length "creative" acquisitions of properties in
excess of 50,000 square feet. The table below summarizes the activity in this
category during the past three years.

                 Los Angeles County Office Building Transactions
                             Greater Than 50,000 SF

             No. Of              Aggregate               Average
Year      Transactions         Sales Price             Price/Sale.
- ----      ------------         ------------            -------------
1993           35              $480 million            $13.7 million
1994           38              $305 million             $8.0 million
1995           44              $840 million            $19.1 million


     The sales activity during each year included a wide cross section of
buildings in terms of quality, size, tenancy, and market location. The pace and
average pricing for transactions during

================================================================================

                                      -34-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

     
1995 demonstrated a substantial increase above the two prior years, which
accurately reflects the growth in the number of well-capitalized investors
interested in Los Angeles County office product.

     The subject is a well-leased, average quality mid-rise office building in
an average Los Angeles County office market location. The level of market
activity involving office properties has increased significantly during the past
year, and several office buildings in the subject's downtown Long Beach market
have recently transferred ownership or are currently in escrow. The comparable
office building sales and marketing activity we considered for comparison with
the subject are summarized on the accompanying exhibit. The data includes four
closed sales and two current escrows, as well as the two more dated "re-sales"
of two of the current items. The data includes four properties located in the
subject's directly competitive downtown Long Beach office market (items I-1,
I-2, I-4, and I-5), a property in a more peripheral Long Beach office location
(I-5) and an office building located in the Miracle Mile district of the City of
Los Angeles (I- 6). The data was selected based on comparability in one or more
of the following criteria: 1) location; 2) leasing status; 3) improvement
quality and age; 4) size of the asset and total magnitude (in terms of dollars)
of the transaction; 5) investor profile; and 5) occupancy at sale.

     As shown on the chart two of the data items (I-1 and I-5) represent recent
or pending re-sales of assets acquired by the current sellers during the past 12
months. The current investment market for office properties in Los Angeles
County has increased in terms of the number of transactions due to the
increasing influx of capital, and the well-capitalized local investors who
acquired properties earlier in the recovery period are now selling the assets
(typically following additional lease up or capital upgrades) at a premium to
buyers higher up in the "investment food chain'. We have accordingly focused the
sales analysis on the most recent activity.

     The price per-square-foot of rentable area represents the most reliable
method for estimating a value for the subject based on the Sales Comparison
Approach. The analysis and adjustments we considered is briefly described below.

Property Rights Conveyed

     Each of the data items involved similar leased fee ownership positions as
the subject. Item I-1 also includes an additional "parking parcel" which
generates additional revenue through a lease to third party ownership.

Seller Financing/Cash Equivalency

     Each of the data items involves "cash-to-the-seller' acquisitions, and no
adjustment for seller financing is warranted.

Conditions of Sale

     No unusual seller motivations were uncovered which would suggest the
purchase prices were impacted by non-market conditions.

Location

     As noted above five of the size data items are located in the subjects Long
Beach market, and four of these items are located within a few blocks of the
subject. Items I-1 and I-5 are

================================================================================

                                      -35-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

     
located directly north of the subject property. Item I-6 is situated in a
submarket with a comparable vacancy level and slightly higher market rental
rates than downtown Long Beach.

Improvement Quality

     The subject is superior to I-2,I-4, and I-5, generally similar to I-3, and
inferior to I-1 and I-6 in terms of quality.

Occupancy at Sale

     The subject is generally similar or superior to most of the comparable data
items in terms of leasing profile at the time of sale.

Conclusions

     The subject is most similar overall to I-1, which sold during July, 1996.
This property is nearly identical in terms of location, although the subject has
superior views, and is slightly superior in terms of quality. We concluded below
the rounded $104 per-square-foot price for this sale for the subject, at $90
per-square-foot of rentable area.

     100,146 SF x $90 PSF =                                      $9,013,140

     Rounded value by Sales Comparison Approach: $9,000,000

================================================================================


                                      -36-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>
                                                                                                                           RENT ROLL
Downtown Plaza
211 East Ocean  Long Beach, CA
<CAPTION>
====================================================================================================================================
                                     Square Feet        Remeasured            Lease Date          Minimum      Adjust       Annual
Suite  Tenant                   Vacant    Occupied        Occupied         Begin        End      Rent/PSF        Date         Rent
- ------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                    <C>         <C>              <C>           <C>        <C>        <C>        <C>           <C>
101    Coast Federal                         6,154           7,729        Apr-83     Mar-03         33.85                  208,340
                                                                                                    40.21      Apr-98      247,442
- ------------------------------------------------------------------------------------------------------------------------------------
102    The Designory                         3,492           3,492        May-96     Jan-00         15.60                   54,475
                                                                                                    17.40      Jun-98       60,761
- ------------------------------------------------------------------------------------------------------------------------------------
200    Corporate Offices                    16,797          17,717        Sep-96     Aug-01          7.80                  131,017
          (Espirit Jones)                                                                           12.00      Apr-97
                                                                                                    13.80      Oct-97
                                                                                                    15.00      Oct-98
                                                                                                    15.60      Oct-99
                                                                                                    18.00      Oct-00
- ------------------------------------------------------------------------------------------------------------------------------------
300    Vacant                    2,075
- ------------------------------------------------------------------------------------------------------------------------------------
310    Eagle Pacific Insurance               7,730           7,560        Apr-89     Nov-96         22.20                  171,606
- ------------------------------------------------------------------------------------------------------------------------------------
340    Vacant                      784
- ------------------------------------------------------------------------------------------------------------------------------------
345    Vacant                      907
- ------------------------------------------------------------------------------------------------------------------------------------
350    Vacant                      521
- ------------------------------------------------------------------------------------------------------------------------------------
360    Compass Productions                   2,919           2,873        Jul-91     Jul-98         15.60                   45,536
- ------------------------------------------------------------------------------------------------------------------------------------
370    Vacant                    1,529
- ------------------------------------------------------------------------------------------------------------------------------------
400    La Torracca & Goettsch               11,698          11,182        Feb-95     Jan-01         16.20                  189,508
                                                                                                    18.00      Mar-97      210,564
                                                                                                    20.16      Mar-99      235,832
- ------------------------------------------------------------------------------------------------------------------------------------
405    Pacific Crane Maint.                  2,444           2,453        Jun-95     May-98         15.00                   36,660
                                                                                                    16.20      Jan-97       39,593
- ------------------------------------------------------------------------------------------------------------------------------------
410    Vacant                    1,369
- ------------------------------------------------------------------------------------------------------------------------------------
500    City of Long Beach                   15,369          14,992        Jan-95     Dec-99         15.00                  230,535
                                                                                                    16.20      Jan-97      248,978
                                                                                                    17.40      Jan-98      267,421
- ------------------------------------------------------------------------------------------------------------------------------------
600    The Designory                        24,574          24,963        Feb-95     Jan-00         11.68                  287,070
                                                                                                    15.00      Sep-96      368,610
                                                                                                    17.40      Feb-98      427,588
====================================================================================================================================
                    Totals (SF): 7,185      91,177          92,961
====================================================================================================================================

</TABLE>


<TABLE>
                                       Occupancy Chart
                                       ------------------------------------------------------
                                                                Actual     Remeas      Ratio
                                       ------------------------------------------------------
                                       <S>                    <C>        <C>          <C>
                                               Occupancy        91,177     92,961       92.8%
                                                 Vacancy         7,185      7,185        7.2%
                                       ------------------------------------------------------
                                               Total NRA        98,362    100,146      100.0%
                                       ======================================================


                                    [GRAPHIC OMITTED -- PIE CHART REPRESENTING THE ABOVE TABLE]



</TABLE>

<PAGE>

                                                                  TENANT PROFILE

Downtown Plaza
211 East Ocean Long Beach, CA
================================================================================
                                                                 Minimum
Suite          Tenant                             Occupied       Rent/SF
- --------------------------------------------------------------------------------
101        Coast Federal Savings                    6,154         33.85
- --------------------------------------------------------------------------------
102        The Designory                            3,492         15.60
- --------------------------------------------------------------------------------
200        Corporate Offices                       16,797          7.80
- --------------------------------------------------------------------------------
310        Eagle Pacific Insurance                  7,730         22.20
- --------------------------------------------------------------------------------
360        Compass Productions                      2,919         15.60
- --------------------------------------------------------------------------------
400        La Torracca & Goettsch                  11,698         16.20
- --------------------------------------------------------------------------------
405        Pacific Crane Maint.                     2,444         15.00
- --------------------------------------------------------------------------------
500        City of Long Beach                      15,369         15.00
- --------------------------------------------------------------------------------
600        The Designory                           24,574         11.68
================================================================================

          =================================================
                              TENANT SUMMARY
          -------------------------------------------------
              High rent (psf)                       $33.85
              Low rent (psf)                         $7.80
          -------------------------------------------------
           Weighted average (psf)                   $14.86
          -------------------------------------------------
              Largest area (sf)                     24,574
              Smallest area (sf)                     2,444
          -------------------------------------------------
           Average area (sf)                        10,131
          -------------------------------------------------

          -------------------------------------------------
           Total Occupied Area (sf)                  91,177
          =================================================

                              Tenant Overview Chart

                               [GRAPHIC OMMITTED]

                          [DATA POINTS TO BE SUPPLIED]


================================================================================



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------



<PAGE>

<TABLE>
                                                                                                                   ROLLOVER EXPOSURE
Downtown Plaza
211 East Ocean  Long Beach, CA
====================================================================================================================================
<CAPTION>
Rollover                                    Occupied       Percentage             Expiry       Cumulative             Rollover
Year     Suite    Tenant                    Area (SF)*    of Building               Date             SQFT              Percent 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>                        <C>                <C>               <C>            <C>                  <C>
1996     310      Eagle Pacific Insurance      7,560              7.5%            Nov-96                                     
- ------------------------------------------------------------------------------------------------------------------------------------
                                               7,560              7.5%                              7,560                  7.5%  
- ------------------------------------------------------------------------------------------------------------------------------------

1997                                               0              0.0%                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   0              0.0%                                  0                  0.0%  
- ------------------------------------------------------------------------------------------------------------------------------------

1998     405      Pacific Crane Maint.         2,453              2.4%            May-98
         360      Compass Productions          2,873              2.9%            Jul-98                                     
- ------------------------------------------------------------------------------------------------------------------------------------
                                               5,326              5.3%                             12,886                 12.9%   
- ------------------------------------------------------------------------------------------------------------------------------------

1999     500      City of Long Beach          14,992             15.0%            Dec-99                                     
- ------------------------------------------------------------------------------------------------------------------------------------
                                              14,992             15.0%                             27,878                 27.8%   
- ------------------------------------------------------------------------------------------------------------------------------------

2000     102      The Designory                3,492              3.5%            Jan-00
         600      The Designory               24,963             24.9%            Jan-00                                     
- ------------------------------------------------------------------------------------------------------------------------------------
                                              28,455             28.4%                             56,333                 56.3%   
- ------------------------------------------------------------------------------------------------------------------------------------

2001     400      La Torracca & Goettsch      11,182             11.2%            Jan-01
         200      Corporate Offices           17,717             17.7%            Aug-01                                     
- ------------------------------------------------------------------------------------------------------------------------------------
                                              28,899             28.9%                             85,232                 85.1%   
- ------------------------------------------------------------------------------------------------------------------------------------

2003     101      Coast Federal Savings        7,729              7.7%            Mar-03                                     
- ------------------------------------------------------------------------------------------------------------------------------------
                                               7,729              7.7%                             92,961                 92.8%   
- ------------------------------------------------------------------------------------------------------------------------------------
 
                  Combined vacant space        7,185                                                                        

- ------------------------------------------------------------------------------------------------------------------------------------
                  Total Building NRA (SF):   101,146                                              Cumulative Rollover:   100.0%  
====================================================================================================================================






                              [GRAPHIC OMITTED -- BAR CHART SHOWING ABOVE ROLLOVER PERCENTAGES BY YEAR]











                                                                                                   ---------------------------
                                                                                                    * Based on remeasured area


</TABLE>

<PAGE>



                                                                 INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of 'anticipation" underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash-flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash-flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

     In our opinion both the direct capitalization and the discounted cash flow
are appropriate methods for estimating the value of subject property. We
accordingly have utilized both methods within the Income Approach.

Potential Gross Income

     Subject Occupancy Profile 

     The exhibits on the accompanying pages include rent roll data, a stacking
plan, and a lease expiration summary (Rollover) for the subject property. The
exhibits were prepared by Cushman & Wakefield based on leases and data provided
by the property management.

     The subject is currently 92.8 percent leased based on the "remeasured"
rentable building area. There are currently eight tenants, including one tenant
with multiple suites (The Designory) and a tenant with a signed lease but not
yet in occupancy. The tenants range in size from 2,444 square feet to 28,066
square feet. Current rental rates range from $7.80 to $33.85 per-square-foot
annually, full service gross, with a weighted average rent of $14.86. The low
end of this range corresponds to the initial rent for the executive suite tenant
currently improving its space, while the upper end of the rental rate range
corresponds to Coast Federal, which has a ground floor retail bank branch and
prominent building signage. The predominant rental range for current tenants is
from about $15 to $16 per-square-foot.

================================================================================

                                      -37-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                                                   STACKING PLAN
Dowtown Plaza
211 East Ocean  Long Beach, CA
<TABLE>
<CAPTION>
==========================================================================================================
                                                Square Feet             Remeasured      Total*   Occupancy
Floor  Suite    Tenant                    Vacant        Occupied          Occupied   Floor (SF)  Ratio(%)
==========================================================================================================
<S>             <C>                       <C>              <C>              <C>         <C>         <C>
1st    100      The Designory                              10,872           10,872
- ----------------------------------------------------------------------------------------------------------
       101      Coast Federal Savings                       6,154            7,729
- ----------------------------------------------------------------------------------------------------------
       102      The Designory                               3,492            3,492
==========================================================================================================
       Sub-Total (SF):                         0           20,518           22,093      22,093      100.0%
==========================================================================================================

2nd    200      Corporate Offices                          16,797           17,717
==========================================================================================================
       Sub-Total (SF):                         0           16,797           17,717      17,717      100.0%
===========================================================================================================

3rd    300      Vacant                     2,075
- ----------------------------------------------------------------------------------------------------------
       310      Eagle Pacific Insurance                     7,730            7,560
- ----------------------------------------------------------------------------------------------------------
       340      Vacant                       784
- ----------------------------------------------------------------------------------------------------------
       345      Vacant                       907
- ----------------------------------------------------------------------------------------------------------
       350      Vacant                       521
- ----------------------------------------------------------------------------------------------------------
       360      Compass Productions                         2,919            2,873
- ----------------------------------------------------------------------------------------------------------
       370      Vacant                     1,529
==========================================================================================================
       Sub-Total (SF):                     5,816           10,649           10,433      16,249       64.2%
==========================================================================================================
4th    400      La Torracca & Goettsch                     11,698           11,182
- ----------------------------------------------------------------------------------------------------------
       405      Pacific Crane Maint.                        2,444            2,453
- ----------------------------------------------------------------------------------------------------------
       410      Vacant                     1,369
==========================================================================================================
       Sub-Total (SF):                     1,369           14,142           13,635      15,004       90.9%
==========================================================================================================

5th    500      City of Long Beach                         15,369           14,992
==========================================================================================================
       Sub-Total (SF):                         0           15,369           14,992      14,992      100.0%
==========================================================================================================

6th    600      The Designory                              13,702           14,091
==========================================================================================================
       Sub-Total (SF):                         0           13,702           14,091      14,091      100.0%
==========================================================================================================
                       Totals (SF):        7,185           91,177           92,961     100,146       92.8%
==========================================================================================================
</TABLE>


                              Stacking Plan Chart*

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]


                                                --------------------------------
                                                    * - Based on remeasured area

<PAGE>



                                                            Income Approach
================================================================================


     Four major tenants have premises greater than 1 0,000 square feet, as
summarized below.

                        Remeasure              Lease            % of Total
Tenant                  Area Leased (SF)       Expiration       NRA
- ------                  ----------------       ----------       ---
The Designory           28,455                 1/2000           28.4%
Esprit Jones            17,717                 8/2001           17.7%
City of Long Beach      14,992                 12/1999          15.0%
La Torrance             11,182                 1/2001           11.2%

     The "Esprit Jones" tenant in suite 200 is an executive suite business which
has succeeded the previous executive suite operation previously controlled
(subject to a management agreement) by the landlord. The tenant is currently
improving its premises, and the lease commencement is projected as August 24,
1996. The tenant also operates approximately six other executive suite
businesses in the south bay area.

     Rollover Profile

     The accompanying exhibit summarizes the re-leasing exposure from current
leases. The lease expirations during the first three years of the holding period
totals 20,446 square feet, or 20.4 percent of the total rentable area. The major
tenant expires in January, 2000. The subjects rollover profile is relatively
favorable in comparison with other properties in this market.

     Assumptions Regarding the Existing Leases

     With the exception of the previously noted changes, our analysis
specifically assumes the existing tenants will remain in the property and
continue paying rent under the terms of their leases. Information provided by
management indicates that no tenants are currently in default and the tenant
base generally appears to be stable.

     Estimate of Current Market Rent

     According to our research the current quoted rental rate for the available
subject space on the third and fourth floors is $16.20 per-square-foot annually,
full service gross. The tenant improvement allowance is "negotiable" but
typically new tenants receive up to $15 per-square-foot in build-out allowance.

     We based market rent estimates for the subject property on our
investigations of competitive buildings in the market, including a comparison of
quoted rental rates and concessions for available space, discussions with
leasing brokers active in this market, and a review of recently signed leases
for space in the subject and competitive properties. The exhibit on the
accompanying page summarizes a rental and occupancy survey of 16 competitive
downtown Long Beach office properties with a combined rentable area of
approximately 3.27 million square feet. The Class A buildings have a current
quoted rental rate range from $16.80 to $30.00 per-square-foot annually, full
service gross, with a predominant range from about $21.00 to $24.00
per-square-foot. Buildings in the subject's class B category exhibit a range in
rental rates from $15.00 to $23.40 per-square-foot, with most rents in the range
from $16.20 to $20.40 per-square-foot. Some leases include relatively minimal
free rent concessions, but most are structured on an "effective" basis,
typically flat for three to five-year terms. The tenant improvement allowances
vary, depending upon the condition of the existing premises and the requirements
of the tenant.

================================================================================

                                      -38-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>

RENTAL AND OCCUPANCY SURVEY                                                                                    2nd Quarter 1996
Long Beach Downtown
Competitive Office Buildings
==================================================================================================================================
<CAPTION>
                                                        Building Information
                                                                Avg.Flr.                                                Overall
Item   Building Name/                           No. of    Area    Area      Year          Available Space (SF)        Availability
No.    Location                        Class   Stories     (SF)   (SF)     Built    Floor(s)   Direct      Sublease       (SF)
==================================================================================================================================
<S>    <C>                              <C>       <C>  <C>      <C>      <C>        <C>       <C>              <C>      <C>
L-1    100 Broadway Building               B        6    193,390  32,232   1967      Ground     2,490            0
       100 Broadway                                                                     2-6    34,681            0        Total
                                                                                       ----   -------       ------
                                                                                               37,171            0       37,171
- ----------------------------------------------------------------------------------------------------------------------------------
L-2    Harbor Bank Building                B        6    109,000  18,167   1982      Ground         0            0
       11 Golden Shore Avenue                                                           2-5    38,517            0        Total
                                                                                       ----   -------       ------
                                                                                               38,517            0       38,517
- ----------------------------------------------------------------------------------------------------------------------------------
L-3    Catalina Landing                    B        4    275,000  68,750   1985      Ground    32,672            0
       310-340 Golden Shore Avenue                                                      2-4    57,407            0        Total
                                                                                       ----   -------       ------
                                                                                               90,079            0       90,079
- ----------------------------------------------------------------------------------------------------------------------------------
L-4    World Trade Center                  A       27    436,692  16,174   1988      Ground    11,495            0
       One World Trade Center                                                          2-26    64,395        5,122        Total
                                                                                       ----   -------       ------
                                                                                               75,890        5,122       81,012
- ----------------------------------------------------------------------------------------------------------------------------------
L-5    Landmark Square                     A       24    413,000  17,208   1991      Ground     8,754        1,177
       111 West Ocean Boulevard                                                        3-24    69,919        4,962        Total
                                                                                       ----   -------       ------
                                                                                               78,673        6,159       84,832
- ----------------------------------------------------------------------------------------------------------------------------------
L-6    The 180 Building
       180 East Ocean Boulevard            B       12    200,028  16,669   1982      Ground    19,681            0
                                                                                       2-12   163,760            0        Total
                                                                                       ----   -------       ------
                                                                                              183,441            0      183,441
- ----------------------------------------------------------------------------------------------------------------------------------
L-7    Home Savings Building               B       10    103,000  10,300   1982      Ground    18,464            0
       249 East Ocean Boulevard                                                         2-9    21,875            0        Total
                                                                                       ----   -------       ------
                                                                                               40,339            0       40,339
- ----------------------------------------------------------------------------------------------------------------------------------
L-8    Shoreline Square                    A       21    417,000  19,857   1988      Ground         0            0
       301 East Ocean Boulevard                                                        2-10    62,025            0        Total
                                                                                       ----   -------       ------
                                                                                               62,025            0       62,025
- ----------------------------------------------------------------------------------------------------------------------------------
L-9    American Savings Building           B       10    127,991  12,799   1964        Mezz     7,960            0
       401 East Ocean Boulevard                                                        3-10    69,838            0        Total
                                                                                       ----   -------       ------
                                                                                               77,798            0       77,798
- ----------------------------------------------------------------------------------------------------------------------------------
L-10   Sumitomo Tower Building             B       18    163,264   9,070   1968      Ground         0            0
       444 West Ocean Boulevard                                                        5-17    60,901            0        Total
                                                                                       ----   -------       ------
                                                                                               60,901            0       60,901
- ----------------------------------------------------------------------------------------------------------------------------------
L-11   Oceangate Tower                     B       12    202,000  16,833   1971   Plaza/Lob    18,784            0
       100 Oceangate Avenue                                                            4-11    21,451            0        Total
                                                                                       ----   -------       ------
                                                                                               40,235            0       40,235
- ----------------------------------------------------------------------------------------------------------------------------------
L-12   Arco Center                         A       14    220,625  15,759   1983      Ground         0        4,630
       200 Oceangate Avenue                                                            2-15    44,091            0        Total
                                                                                       ----   -------       ------
                                                                                               44,091        4,630       48,721
- ----------------------------------------------------------------------------------------------------------------------------------
L-13   Arco Center                         A       14    218,298  15,593   1968      Ground       898            0
       300 Oceangate Avenue                                                            5-17    28,038            0        Total
                                                                                       ----   -------       ------
                                                                                               28,936            0       28,936
- ----------------------------------------------------------------------------------------------------------------------------------
L-14   Union Bank Building                 B       14    157,683  11,263   1975      Ground         0            0
       400 Oceangate Avenue                                                            2-11     9,765        7,661        Total
                                                                                       ----   -------       ------
                                                                                                9,765        7,661       17,426
- ----------------------------------------------------------------------------------------------------------------------------------
L-15   One Golden Shore                    B        2     32,246  16,123   1977      Ground         0            0
       One Golden Shore                                                                   0         0            0        Total
                                                                                       ----   -------       ------
                                                                                                    0            0            0
- ----------------------------------------------------------------------------------------------------------------------------------
MARKET SUB-TOTALS                                 194  3,269,217  16,852                      867,861       23,572      891,433
==================================================================================================================================

Subj.  Downtown Plaza                      B        6    100,146  16,691   1982      Ground         0            0
       211 East Ocean Boulevard                                                         3-4     7,185            0        Total
                                                                                       ----   -------       ------
                                                                                                7,185            0        7,185
- ----------------------------------------------------------------------------------------------------------------------------------
       MARKET TOTALS                              200  3,369,363  16,847                      875,046       23,572      898,618
==================================================================================================================================


<CAPTION>
========================================================================================================

                                                   Quoted                         Occupancy     Parking
Item   Building Name/                            Annual Rent       Lease            Ratio        Ratio/
No.    Location                                PSF         PSF      Type          (Incl. SL)    1,000 SF
========================================================================================================
<S>    <C>                                   <C>         <C>         <C>           <C>          <C>
L-1    100 Broadway Building                 $20.40   -  $20.40      FSG             80.8%        2.50
       100 Broadway                          $20.40   -  $20.40      FSG


- --------------------------------------------------------------------------------------------------------
L-2    Harbor Bank Building                                                          64.7%        3.70
       11 Golden Shore Avenue                $18.60   -  $18.60      FSG


- --------------------------------------------------------------------------------------------------------
L-3    Catalina Landing                      $16.80   -  $16.80      FSG             67.2%        3.50
       310-340 Golden Shore Avenue           $16.80   -  $16.80      FSG


- --------------------------------------------------------------------------------------------------------
L-4    World Trade Center                    $21.00   -  $21.00      FSG             81.4%        2.80
       One World Trade Center                $18.60   -  $24.00      FSG


- --------------------------------------------------------------------------------------------------------
L-5    Landmark Square                       $19.20   -  $22.20      FSG             79.5%        3.30
       111 West Ocean Boulevard              $19.20   -  $22.20      FSG


- --------------------------------------------------------------------------------------------------------
L-6    The 180 Building
       180 East Ocean Boulevard              $21.00   -  $23.40      FSG              8.3%        4.00
                                             $21.00   -  $23.40


- --------------------------------------------------------------------------------------------------------
L-7    Home Savings Building                 $22.20   -  $22.20      FSG             60.8         3.00
       249 East Ocean Boulevard              $16.20   -  $18.00      FSG


- --------------------------------------------------------------------------------------------------------
L-8    Shoreline Square                                              FSG             85.1%        2.50
       301 East Ocean Boulevard              $25.20   -  $30.00      FSG


- --------------------------------------------------------------------------------------------------------
L-9    American Savings Building             $15.00   -  $18.60      FSG             39.2%        2.70
       401 East Ocean Boulevard              $15.00   -  $18.60


- --------------------------------------------------------------------------------------------------------
L-10   Sumitomo Tower Building                                                       62.7%        3.50
       444 West Ocean Boulevard              $16.20   -  $17.40      FSG


- --------------------------------------------------------------------------------------------------------
L-11   Oceangate Tower                       $16.80   -  $18.60      FSG             80.1%        3.00
       100 Oceangate Avenue                  $16.80   -  $18.60      FSG


- --------------------------------------------------------------------------------------------------------
L-12   Arco Center                           $16.80   -  $16.80      FSG             77.9%        3.00
       200 Oceangate Avenue                  $21.96   -  $22.92      FSG


- --------------------------------------------------------------------------------------------------------
L-13   Arco Center                           $21.96   -  $24.00      FSG             86.7%        3.00
       300 Oceangate Avenue                  $21.96   -  $24.00      FSG


- --------------------------------------------------------------------------------------------------------
L-14   Union Bank Building                                                           88.9%        2.20
       400 Oceangate Avenue                  $16.20   -  $18.60      FSG


- --------------------------------------------------------------------------------------------------------
L-15   One Golden Shore                                                             100.0%        4.40
       One Golden Shore


- --------------------------------------------------------------------------------------------------------
MARKET SUB-TOTALS                                                                    72.7%
========================================================================================================

Subj.  Downtown Plaza                                                                92.8%        3.20
       211 East Ocean Boulevard              $16.20   -  $16.20      FSG


- --------------------------------------------------------------------------------------------------------
       MARKET TOTALS                                                                 73.3%
========================================================================================================






                                                   Office Building Activity Chart
                                     [GRAPHIC OMITTED -- COMBINATION LINE AND BAR GRAPH SHOWING
                                     OCCUPANCY RATION IN COMPARISON WITH THE NUMBER OF STORIES]





</TABLE>



<PAGE>


                                                                 Income Approach
================================================================================

Most second generation leases include tenant allowances from about $5 to $20
per-square-foot. An example of a recent lease in a directly competitive building
is summarized below.

   Property:                            401 E. Ocean Blvd.
   Floor:                               7
   Date of Lease:                       6/96
   Size of Premises:                    5,000 SF
   Tenant:                              Barwill Agencies
   Term:                                5 Years
   Annual PSF Rent:                     $14.40 Full Service, Flat for Term
   Free Rent:                           2 months
   Tenant Allowance:                    $8 PSF
   Effective Rent:                      $13.92 PSF

   Recent subject leasing activity is summarized below.

Tenant:                                 Esprit Jones (new tenant)
   Floor:                               2
   Date of Lease:                       6/96
   Size of Premises:                    16,797 SF
   Term:                                5 Years
   Annual PSF Rent:                     $7.80 Full Service
    Adjustments
      Mos   7-12:                       $12.00
      Mos. 13-24:                       $13.80
      Mos. 25-36:                       $15.00
      Mos. 37-48:                       $15.60
      Mos. 49-60:                       $18.00

   Free Rent:                           2 months
   Tenant Allowance:                    $15 PSF
   Effective Rent:                      $14.07 PSF (5 years)


================================================================================

                                      -39-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

PARKING CONCEPTS, INC.                                            DOWNTOWN PLAZA
                                                        211 East Ocean Boulevard
                                                    Long Beach, California 90802

                Historical Parking Income and Expense Statements

================================================================================
                                             Actual*    Y-T-D 1996    Annualized
                                                1995      Jan-June          1996
================================================================================
GROSS REVENUES
Transient                                   $  7,175      $  3,791      $  7,582
Monthly Parking                             $ 85,427      $ 55,545      $111,089
Validations                                 $ 16,077      $  8,700      $ 17,400
Other Sales (Grand Prix)                    $  6,640      $  6,920      $ 13,840
- --------------------------------------------------------------------------------
Total Revenue                               $115,319      $ 74,956      $149,911
================================================================================
EXPENSES
- --------------------------------------------------------------------------------
Total Expenses                              $ 34,556      $ 21,139      $ 42,278
================================================================================
Net Operating Income                        $ 80,763      $ 53,817      $107,633
================================================================================



                         Parking Income & Expense Chart

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]

<PAGE>


                                                                 Income Approach
================================================================================

Tenant:                                La Torrance et al (renewal)
    Floor:                             4
    Date of Lease:                     5/95
    Size of Premises:                  11,698 SF
    Term:                              6 Years
    Annual PSF Rent:                   $16.80 Full Service
     Adjustments
       Mos 25-48:                      $18.00
       Mos. 49-72:                     $20.16

    Free Rent:                         None
    Tenant Allowance:                  $5 PSF
    Effective Rent:                    $18.32 PSF (6 years)

Tenant:                                Pacific Crane (renewal)
    Floor                              4
    Date of Lease-                     5/95
    Size of Premises:                  2,444 SF
    Term:                              3 Years
    Annual PSF Rent:                   $15.00 Full Service
     Adjustments
       Mos 19-36:                      $16.20

    Free Rent:                         None
    Tenant Allowance:                  $2.64 PSF
    Effective Rent:                    $15.60 PSF (3 years)

     Achievable market rental rates for the subject will vary based on the
length of the lease term. the floor level and views, the size and credit rating
of the tenant, and the required concessions from the landlord. Based on our
analysis of the data we concluded the following "typical" market rent and
concession package for the subject property.

                   FSG                          Mos.       Per Rentable SF
               Annual Rent                      Free       Tenant Improvements
Lease Term     Initial PSF     Adjustments      Rent       New             Renew
- ----------     -----------     -----------      ----       ---             -----
5 Years        $16.20          Flat             None       $12.50          $5

Parking Revenue

     The subject parking revenues for 1995 and year-to-date 1996 are summarized
on the accompanying exhibit. As noted on the exhibit the available data suggests
the 1995 figures may not represent full-year information. We projected parking
revenue based on the most recent actual data (year-to-date 1996) and estimated
$1.70 per-square-foot annually based on occupied area. We estimated parking
expenses at $40,000 annually (in 1996 dollars).

================================================================================

                                      -40-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


- --------------------------------------------------------------------------------
                                 Downtown Plaza
          1993-1996 Historical & Budgeted Operating Expense Statements

                                      Total Net Rentable Area (sf):    100,146
================================================================================
                               Year End 1995               1996 Budget
STATEMENTS                         Total         PSF           Total        PSF
================================================================================
REVENUE                                                    
  Base Rent                      $1,263,177     $12.61      $1,284,662    $12.83
  Expense Reimbursements             90,969       0.91          50,805      0.51
  Parking Income                     90,085       0.90         183,916      1.84
  Miscellaneous Income                1,510       0.02          41,712      0.42
- --------------------------------------------------------------------------------
Total Revenue                     1,445,741      14.44       1,561,095     15.59
- --------------------------------------------------------------------------------

OPERATING EXPENSES
Reimbursable                                               
  Utilities                        $244,056       2.44        $261,500     $2.61
  Cleaning                           64,913       0.65          73,800      0.74
  Repair & Maintenance              105,044       1.05          97,220      0.97
  Administration                     88,723       0.89         122,724      1.23
  General Building                   16,961       0.17          34,350      0.34
  Security                           38,348       0.38          25,381      0.25
  Management Fees                    28,645       0.29          31,222      0.31
  Insurance                          38,673       0.39          53,691      0.54
- --------------------------------------------------------------------------------
Sub-Total (reimbursable)           $625,363      $6.24        $699,888     $6.99
- --------------------------------------------------------------------------------
  Non-Reimbursable                   $9,429      $0.09          $2,020     $0.02
- --------------------------------------------------------------------------------
Sub-Total (non-reimbursable)        634,793      $6.34        $701,908     $7.01
- --------------------------------------------------------------------------------
  Real Property Taxes              $248,964      $2.49        $100,852     $1.01
- --------------------------------------------------------------------------------
Total Expenses                     $888,757      $8.82        $802,760     $8.02
================================================================================

================================================================================
NET OPERATING INCOME (NOI)         $561,984      $5.61        $758,335     $7.57
================================================================================


                                                Net Operating Income
         Expense Chart                              Trends Chart

        [GRAPHIC OMITTED]                         [GRAPHIC OMITTED]

   [DATA POINTS TO BE SUPPLIED]             [DATA POINTS TO BE SUPPLIED]



EXPENSE CATEGORIES

  Utilities                 Electricity, gas, water/sewage
  Cleaning                  Janitorial
  Repair & Maintenance      Grounds maintenance and repairs & maintenance
  Administration            On-site office, general admin., payroll & burden,
                            advertising & marketing, and property tax service
                            fee
  General Building          Supplies, equipment, trash removal, window cleaning
                            & exterminating
  Security                  Building security
  Management Fees           Management fees
  Insurance                 Property insurance
  Non-Reimbursable          Non-Reimbursable
  Real Property Taxes       Real estate taxes

- --------------------------------------------------------------------------------

<PAGE>


                                                                 Income Approach
================================================================================

Other Income

     The subject Parking Parcel is leased to the adjacent Breakers Hotel for a
term through September, 2000. The lease rate is $44 per space per month (79
spaces) for the first year of the term (through 1996), with an increase to $50
per space beginning the second year of the lease. We modeled this lease based on
the current terms, or a rounded $40,000 annually during 1996, and assumed a 3.5%
annual increase throughout the holding period.

     Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period of time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent.

     The subject is currently 92.8 percent leased, and the current tenant
profile has a relatively favorable lease expiration schedule. As discussed in
the Market Analysis, the subject's Long Beach office submarkets; have shown a
stable pattern of declining vacancy levels over the past several years, and no
new competitive buildings are expected to be completed in the near future. Based
on the current subject occupancy level and the improving market conditions, we
projected global vacancy and collection loss (against all revenues) of 5.0% and
an additional lag vacancy between leases of 6 months for 5-year lease terms.
Based on the 65% renewal probability assumption the indicated (rounded) weighted
vacancy between leases is 2 months.

Operating Expenses

     The historical and budgeted expenses for the subject for the period 1995
(actual) and 1996 (budgeted) are summarized on an accompanying exhibit. The
summary was prepared by Cushman & Wakefield based on statements provided by the
property management.

     We analyzed the historical and budgeted data as well as comparable expense
data for other downtown Long Beach office buildings. Our expense conclusions for
the property, expressed in 1996 dollars, are summarized below.

     Summary of Expense Conclusions

     Category                                 PSF
     --------                                 ---
     Utilities (fixed)                       $1.60
     Utilities (variable)                    $1.00
     Cleaning (fixed)                        $0.50
     Cleaning (variable)                     $0.30
     Repairs & Maintenance                   $1.00
     Administration                          $1.20
     General Building                        $0.50
     Management                              $0.30
     Insurance                               $0.55
     R.E. Taxes                              $1.00
     Parking                                 $0.40
                                             -----
     Total                                   $8.35
     Reserves:                               $0.15


================================================================================

                                      -41-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

                                                                 Income Approach
================================================================================

Capitalization

     We converted the net operating income into a value indication by means of
discounted cash-flow analysis and direct capitalization.

     Discounted Cash Flow Analysis

     By forecasting the anticipated income stream and discounting future value
at reversion to current value, the capitalization process can be applied to
derive a value that the investor would pay to receive that particular income
stream.

     Investors in office buildings typically make a forecast of net operating
income and cash flow over a period of time ranging from five to 15 years. This
projection is used to determine a purchase price justified by the degree of risk
inherent in the proposed investment.

     We modeled the following specific assumptions within the cash flow model.

     1)   Holding Period - We modeled an 11-year holding period on a fiscal
          year basis beginning August 1, 1996. We extended the typical 10-year
          period by one year based on the future rollover pattern, which results
          in "non-stabilized" releasing during the 11th year.

     2)   Income Projections - Existing tenants were modeled according to the
          terms of the leases. Absorption tenants and future speculative
          rollover tenants were modeled according to the market rent and
          concession conclusions presented previously. These conclusions are
          restated below.

                   FSG                          Mos.       Per Rentable SF
               Annual Rent                      Free       Tenant Improvements
Lease Term     Initial PSF     Adjustments      Rent       New             Renew
- ----------     -----------     -----------      ----       ---             -----
5 Years        $16.20          Flat             None       $12.50          $5

     3)   Vacancy and Collection - We modeled a combination of "global" vacancy
          and collection, and lag vacancy between leases. The assumptions are
          summarized below.

               Global Vacancy and Collection - We modeled an overall 5%
               deduction against revenues throughout the projection period.

               Lag Vacancy - We modeled lag vacancy between leases based on an
               assumed 6 months vacancy between 5-year terms. These projections
               were weighted by the 65% renewal probability assumption, which
               results in a weighted deduction of 2 months between 5-year terms.

================================================================================

                                      -42-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>


                Comparative Analysis of U.S. Treasuries & REITs
                           June 1995 through May 1996
<TABLE>
<CAPTION>
========================================================================================================
                 United States Treasury Yields                   Real Estate Investment Trust Yields
========================================================================================================
      Period       Long-Term     Intermediate   Short-Term    Equity     Mortgage     Hybrid        All
========================================================================================================
<S>                  <C>            <C>            <C>          <C>         <C>         <C>         <C>
      May-96         7.08           6.51           6.01         7.4         9.0         7.8         7.5
      Apr-96         6.98           6.39           5.93         7.5        10.2         7.7         7.7
      Mar-96         6.75           6.11           5.67         7.4         9.9         7.8         7.5
      Feb-96         6.32           5.54           5.07         7.2         8.8         7.8         7.4
      Jan-96         6.12           5.47           5.16         7.2         8.4         7.5         7.3
      Dec-95         6.16           5.58           5.36         7.4         9.0         7.7         7.5
      Nov-95         6.37           5.79           5.54         7.8         8.9         8.1         7.8
      Oct-95         6.49           5.95           5.74         7.7         8.9         7.9         7.8
      Sep-95         6.69           6.11           5.85         7.5         8.9         7.9         7.6
      Aug-95         6.96           6.37           6.05         7.7         8.3         8.2         7.7
      Jul-95         6.81           6.19           5.89         7.7         8.8         8.0         7.8
      Jun-95         6.65           6.04           5.77         7.7         8.7         8.0         7.8
========================================================================================================
Average              6.62           6.00           5.67        7.52        8.98        7.87        7.62
========================================================================================================
</TABLE>


                        Comparitive Analysis Trend Chart
                           June 1995 through May 1996

                               [GRAPHIC OMITTED]

                          [DATA POINTS TO BE SUPPLIED]
<PAGE>


                                                            Income Approach
================================================================================

     4)   Growth Rates - We modeled the following growth rates for expenses and
          revenues:

          Operating Expenses:            3.5% annually
          Real Estate Taxes:             2.0% annually
          Tenant Improvement Costs:      3.5% annually
          Assumed CPI:                   3.5% annually

          Market Rent and Parking:       3.5% annually

     5)   Renewal Probability - We assumed a 65% renewal probability for all
          tenants.

     6)   Leasing Commissions - This expense was modeled at 6% for 5-year
          leases. Renewing tenants were modeled with one-half commission.

     7)   Reversion - The reversion price was calculated by applying a 10.5%
          overall capitalization rate to the 11th year's net operating income.
          Following a deduction for a 2.0% cost of sale, the reversion price was
          added to the previous year's net cash flow prior to discounting.

     We used the ProJect and Excel cash flow programs to simulate the projected
operating characteristics for the subject property under the preceding
assumptions. The cash flow and value table are on an accompanying page, and
additional detail is included in the Addenda.

Derivation of Discount Rate

     The accompanying exhibit entitled "Comparative Analysis of U.S. Treasuries
and REITs" provides an overview of the alternative marketplaces for capital
investment during the period from June, 1995 through May, 1996. The graph and
accompanying data show that equity REIT yields are not necessarily sensitive to
changes in interest rates. Although yields for intermediate Treasuries increased
by nearly 50 basis points during the 12-month period, yields for equity REITs
(on average) decreased by 30 basis points during the same period. Investor
concerns of higher inflation can increase Treasury yield requirements, but the
real estate market can represent a "hedge" against inflation due to pricing
increases. The yields for REITs are below levels required for single asset real
estate investments, however, due (in part) to liquidity issues and the diversity
and management levels of multi-property portfolios.

     The most recently published Cushman & Wakefield survey of investors' return
requirements was published in Winter, 1995, and a copy is included in the
Addenda. The Summer, 1996 survey has been completed but is not yet published. A
copy of the return requirements reported by investors for the 1996 survey is
also included in the Addenda. We reviewed current reported return requirements
for a cross section of retail and office investors. The data is summarized in
the following chart.

                                                   Weighted Average Ranges
Property Type         Category(l)              Going-in Cap Rates   IRRs
CBD Office            Class A-Leased           9.3%-9.8%            11.8%-12.3%
Suburban Office       Class A-Leased           8.8%-9.6%            11.2%-11.7%


================================================================================

                                      -43-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



<TABLE>
<CAPTION>
                                                   DISCOUNTED CASH FLOW ANALYSIS
                                              Downtown Plaza - 11 year holding period
====================================================================================================================================
11 year holding period beginning 8/1/96     1               2               3               4               5               6   
                                          FY1997          FY1998          FY1999          FY2000          FY2001          FY2002
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>             <C>             <C>             <C>      
INCOME
  GROSS RENTS                           1,484,129       1,697,228       1,802,359       1,840,385       1,876,360       1,903,196
  LESS LAG VACANCY                        (20,450)         (6,806)         (8,130)       (276,228)        (36,124)        (96,472)
  EXPNSE RECOVERIES                        21,110          41,145          57,583          85,310          77,276          68,874
  PARKING INCOME                          154,601         174,191         182,104         180,942         183,972         195,743
  OTHER INCOME                             40,817          42,245          43,724          45,254          46,838          48,477
- ------------------------------------------------------------------------------------------------------------------------------------
Potential Gross Income                  1,680,207       1,948,003       2,077,640       1,855,655       2,148,322       2,119,818
- ------------------------------------------------------------------------------------------------------------------------------------
  VACANCY / CREDIT LOSS                   (74,239)        (86,578)        (92,590)        (81,473)        (95,876)        (93,780)
  Average 13-yr Vacancy (%) is 7.5%           5.6%            4.8%            4.8%           19.3%            6.1%            9.0%
- ------------------------------------------------------------------------------------------------------------------------------------
Effective Gross Income                  1,605,968       1,861,425       1,985,050       1,774,192       2,052,446       2,026,038
====================================================================================================================================

EXPENSES
  FIXED UTILITIES                         163,505         169,228         175,151         181,281         187,626         194,193
  VARIABLE UTILITIES                       90,942         102,465         107,120         106,437         108,219         115,143
  FIXED CLEANING                           51,095          52,884          54,735          56,650          58,633          60,685
  VARIABLE CLEANING                        27,283          30,740          32,136          31,931          32,466          34,543
  REPAIRS & MAINTNCE                      102,191         105,767         109,469         113,301         117,266         121,370
  ADMINISTRATION                          122,629         126,921         131,363         135,961         140,719         145,645
  GENERAL BUILDING                         51,095          52,884          54,735          56,650          58,633          60,685
  MANAGEMENT FEE                           30,657          31,730          32,841          33,990          35,180          36,411
  INSURANCE                                56,205          58,172          60,208          62,315          64,496          66,754
  REAL ESTATE TAXES                       102,191         105,767         109,469         113,301         117,266         121,370
  PARKING EXPENSES                         40,817          42,245          43,724          45,254          46,838          48,477
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses                        838,610         878,803         910,951         937,071         967,342       1,005,276
- ------------------------------------------------------------------------------------------------------------------------------------
    Operating Expense Ratio                  52.2%           47.2%           45.9%           52.8%           47.1%           49.6%

- ------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                      767,358         982,622       1,074,099         837,121       1,085,104       1,020,762
====================================================================================================================================

DEDUCTIONS
  ALTERATIONS                             349,826               0          43,806         165,032         440,804         274,502
  COMMISSIONS                              59,781               0          18,148          68,372         141,880         113,724
  RESERVES ALLOWANCE                       15,022          15,548          16,092          16,655          17,238          17,841
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deducations                         424,629          15,548          78,046         250,059         599,922         406,067
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
NET CASH FLOW                             342,729         967,074         996,053         587,062         485,182         614,695
====================================================================================================================================

- ------------------------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                  4.6%           12.9%           13.3%            7.9%            6.5%            8.2%
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
====================================================================================================================================
11 year holding period beginning 8/1/96     7               8               9               10              11              12    
                                          FY2003          FY2004          FY2005          FY2006          FY2008          FY2009  
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>             <C>             <C>             <C>      
INCOME
  GROSS RENTS                           1,885,645       1,817,406       1,844,358       1,983,845       2,080,334       2,136,618
  LESS LAG VACANCY                        (43,584)        (38,096)        (66,834)        (42,904)       (111,284)         (6,822)
  EXPNSE RECOVERIES                        83,608         104,080         125,114         129,985         119,388         134,038
  PARKING INCOME                          202,834         213,510         214,902         218,709         232,413         245,722
  OTHER INCOME                             50,174          51,930          53,748          55,629          57,576          59,591
- ------------------------------------------------------------------------------------------------------------------------------------
Potential Gross Income                  2,178,677       2,148,830       2,171,288       2,345,264       2,378,397       2,569,147
- ------------------------------------------------------------------------------------------------------------------------------------
  VACANCY / CREDIT LOSS                   (96,283)        (94,170)        (95,132)       (103,546)       (104,420)       (113,192)
  Average 13-yr Vacancy (%) is 7.5%           6.4%            6.2%            7.5%            6.2%            9.1%            4.7%
- ------------------------------------------------------------------------------------------------------------------------------------
Effective Gross Income                  2,082,394       2,054,660       2,076,156       2,241,718       2,273,977       2,455,955
====================================================================================================================================

EXPENSES
  FIXED UTILITIES                         200,989         208,024         215,305         222,841         230,640         238,712
  VARIABLE UTILITIES                      119,314         125,594         126,413         128,652         136,713         144,543
  FIXED CLEANING                           62,809          65,008          67,283          69,638          72,075          74,598
  VARIABLE CLEANING                        35,794          37,678          37,924          38,596          41,014          43,363
  REPAIRS & MAINTNCE                      125,618         130,015         134,566         139,275         144,150         149,195
  ADMINISTRATION                          150,742         156,018         161,479         167,130         172,980         179,034
  GENERAL BUILDING                         62,809          65,008          67,283          69,638          72,075          74,598
  MANAGEMENT FEE                           37,686          39,005          40,370          41,783          43,245          44,759
  INSURANCE                                69,090          71,508          74,011          76,601          79,282          82,057
  REAL ESTATE TAXES                       125,618         130,015         134,566         139,275         144,150         149,195
  PARKING EXPENSES                         50,174          51,930          53,748          55,629          57,576          59,591
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses                      1,040,643       1,079,803       1,112,948       1,149,058       1,193,900       1,239,645
- ------------------------------------------------------------------------------------------------------------------------------------
    Operating Expense Ratio                  50.0%           52.6%           53.6%           51.3%           52.5%           50.5%

- ------------------------------------------------------------------------------------------------------------------------------------
NET OPERATING INCOME                    1,041,751         974,857         963,208       1,092,660       1,080,077       1,216,310
====================================================================================================================================

DEDUCTIONS
  ALTERATIONS                              16,843         145,005         196,005         125,822         313,029          39,999
  COMMISSIONS                               6,978          48,762          81,204          52,127         129,685          16,571
  RESERVES ALLOWANCE                       18,466          19,112          19,781          20,473          21,190          21,932
- ------------------------------------------------------------------------------------------------------------------------------------
Total Deducations                          42,287         212,879         296,990         198,422         463,904          78,502
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
NET CASH FLOW                             999,464         761,978         666,218         894,238      11,968,400
====================================================================================================================================

- ------------------------------------------------------------------------------------------------------------------------------------
CASH ON CASH                                 13.4%           10.2%            8.9%           12.0%          160.1%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



AVG. CASH ON CASH                                                      23.5%
FIVE YEAR AVERAGE                                                       9.0%
INITIAL CAP. RATE                                                      10.3%
- --------------------------------------------------------------------------------
TERMINAL CAP. RATE                                                     10.5%
TRANSACTION COST                                                        2.0%
DISCOUNT RATE                                                          12.0%
- --------------------------------------------------------------------------------
REVISIONARY VALUE                                               $11,352,227
- --------------------------------------------------------------------------------
NET PRESENT VALUE (NPV)                                          $7,474,393
- --------------------------------------------------------------------------------
NPT - Per Square Foot                                                $74.63



================================================================================
                                    VALUE MATRIX
                                    Low-Range        Mid-Range         Hi-Range
- --------------------------------------------------------------------------------
         Discount Rate                   11.5%            12.0%            12.5%
     Net Present Value             $7,735,935       $7,474,393       $7,224,762
             NPV (PSF)                 $77.25           $74.63           $72.14
================================================================================
                              Total Bldg (SF):   100,146


               Net Operating Income (NOI) vs Net Cash Flow (NCF)

                               [GRAPHIC OMITTED]
                          [DATA POINTS TO BE SUPPLED]

================================================================================


<PAGE>
                                                            Income Approach
================================================================================

CBD Office            Class B-Leased           10.1%-10.6%          12.9%-13.3%
Suburban Office       Class B-Leased           9.0%-9.7%            12.1%-12.6%

CBD Office            Class A-Value Added      9.3%-10.0%           12.8%-13.6%
Suburban Office       Class A-Value Added      9.0%-9.7%            13.6%-14.6%

CBD Office            Class B-Value Added      9.3%-10.0%           12.8%-13.6%
Suburban Office       Class B-Value Added      9.5%-9.8%            14.6%-15.3%

CBD Office            All Categories           9.8%-10.3%           13.0%-13.6%
Suburban Office       All Categories           9.2%-9.8%            12.9%-13.5%

(1)  "Leased Asset" refers to predominately "passive" investments involving
     substantially leased assets

     "Value Added" denotes properties which require more active management due
     to leasing issues and/or additional capital investment for physical issues.

     We concluded within the range bracketed by the respondents for the Class B
asset categories, with most emphasis to the low end of the range for the
suburban "leased asset" category, which considers the subject's percent
occupancy level, and estimated a 12.0 percent discount rate is appropriate for
the subject cash flow projections. This conclusion results in the following
value indication for the property:

     Discounted Cash Flow Conclusion:          $7,500,000

     Direct Capitalization

     In the direct capitalization method we estimated a value by dividing the
subject's net operating income by an overall capitalization rate. This overall
rate (OAR) is selected based on our analysis of market sales and reported
requirements from the category of investor most representative of the buyers for
this asset. The overall rate is calculated by dividing the net operating income
from the sales by their respective sales prices.

     The chart below summarizes the overall rates for the comparable sales data
presented in the Sales Comparison Approach.


                     ======================================
                         Summary of Capitalization Rates
                     ======================================
                        Sale           Capitalization Rate
                         No.
                     ======================================
                          1                   14.1%
                          2                   13.6%
                          3                    8.0%
                          4                    N/A
                          5                   10.0%
                          6                   10.3%
                     ======================================



================================================================================

                                      -44-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                               CONTRACT PROFORMA
                                Fiscal Year 1997

INCOME                                                                     PSF
  GROSS RENTS                                     $1,484,129             $14.82
  LESS LAG VACANCY                                  ($20,450)            ($0.20)
  EXPNSE RECOVERIES                                  $21,110              $0.21
  PARKING INCOME                                    $154,601              $1.54
  OTHER INCOME                                       $40,817              $0.41
  ------------------------------------------------------------------------------
Potential Gross Income                            $1,680,207             $16.78
  VACANCY / CREDIT LOSS                             ($74,239)            ($0.74)


Effective Gross Income                            $1,605,968             $16.04


EXPENSES
  FIXED UTILITIES                                   $163,505              $1.63
  VARIABLE UTILITIES                                 $90,942              $0.91
  FIXED CLEANING                                     $51,095              $0.51
  VARIABLE CLEANING                                  $27,283              $0.27
  REPAIRS & MAINTNCE                                $102,191              $1.02
  ADMINISTRATION                                    $122,629              $1.22
  GENERAL BUILDING                                   $51,095              $0.51
  MANAGEMENT FEE                                     $30,657              $0.31
  INSURANCE                                          $56,205              $0.56
  REAL ESTATE TAXES                                 $102,191              $1.02
  PARKING EXPENSES                                   $40,817              $0.41
  ------------------------------------------------------------------------------
Operating Expenses                                  $838,610              $8.37

- --------------------------------------------------------------------------------
NET OPERATING INCOME                                $767,358              $7.66
- --------------------------------------------------------------------------------


                                 Downtown Plaza
                    211 East Ocean - Long Beach, California

            Capitalization
                 Rate                  PSF          Indicated Value
                  9.0%               $85.14           $8,526,200
                  9.5%               $80.66           $8,077,453
                 10.0%               $76.62           $7,673,580
                 10.5%               $72.98           $7,308,171
                 11.0%               $69.66           $6,975,982
                 11.5%               $66.63           $6,672,678
                 12.0%               $63.85           $6,394,650
                 12.5%               $61.30           $6,138,864
                 13.0%               $58.94           $5,902,754


<PAGE>
                                                            Income Approach
================================================================================

     A significant portion of the variation in overall rates can be attributed
to the differences in occupancy levels and the proformas used as the basis for
capitalization, as well as the relationship between market and contract rental
rates.

     We concluded a 10.0 percent overall capitalization rate is appropriate for
the subject. As shown on the accompanying exhibit the resulting rounded value
indication by direct capitalization is $7,700,000.

Income Approach Conclusion

     The $7,700,000 indication by direct capitalization compares with the
discounted cash flow conclusion of $7,500,000. Each method is relevant for a
property of this type, and we concluded at $7,600,000 for the property by the
Income Approach.




















================================================================================


                                      -45-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                 RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

        Cost Approach                                     Not Used
        Sales Comparison Approach                        $9,000,000
        Income Approach                                  $7,600,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     The Sales Comparison Approach is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than it would cost to buy a comparable substitute property. In this approach,
the subject property was compared with six office building sales or escrows. We
analyzed the sales using the sales price per square foot. Although various
dissimilarities between the sales and the subject were noted, the general
analysis is believed to provide reasonable support for our value conclusion. As
such, the Sales Comparison Approach is afforded appropriate weight in the final
conclusion.

     The Income Approach is based upon investor expectations for the income
stream generated by an income producing property. After estimating gross income,
deductions were made for vacancy and collection losses, and variable, fixed and
other expenses. The resulting net operating income was then converted into an
indication of value by means of discounted cash flow model, and direct
capitalization.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, but recognizing the validity of the Sales Comparison Approach and the
comparability of the data, we have formed an opinion that the market value of
the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of August 5, 1996, was:

                              EIGHT MILLION DOLLARS
                                   $8,000,000







================================================================================

                                      -46-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C&W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the Appraisal.

The Appraisal has been made subject to the following assumptions and limiting
conditions:

1)   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2)   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3)   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4)   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5)   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

6)   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental


================================================================================

                                      -47-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                        Assumptions and Limiting Conditions
================================================================================

     consents have been or can be obtained and renewed for any use on which the
     value estimate contained in the Appraisal is based.

7)   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8)   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9)   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10)  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11)  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the Property. C&W
     recommends that an expert in this field be employed.



================================================================================

                                      -48-



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                 CERTIFICATION OF APPRAISAL
================================================================================

     We certify that, to the best of our knowledge and belief:

     1)   James W. Myers and Miles Loo have inspected the property, James W.
          Myers, MAI, have reviewed the report and concur with the findings
          contained herein.

     2)   The statements of fact contained in this report are true and correct.

     3)   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4)   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8)   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9)   As of the date of this report, James W. Myers, MAI, has completed the
          requirements of the continuing education program of the Appraisal
          Institute.





     /s/ Miles Loo, Jr.
     Miles Loo, Jr.
     Los Angeles Valuation Advisory Services





     /s/ James W. Myers
     James W. Myers, MAI
     Senior Director
     Los Angeles Valuation Advisory Services
     Certification No. AG002662










================================================================================

                                      -49-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                    ADDENDA
================================================================================



















































================================================================================

                                      -50-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                    DOWNTOWN PLAZA
                                   TENANT REGISTER



                 TENANT                    SQUARE FEET   BEGIN DATE     END DATE
- ---------------------------------------    -----------   ----------     --------
   1 - SUITE 101      COAST FED SAVINGS          6,154       4/1983       3/2003
   2 - SUITE 102      THE DESIGNORY              3,492       5/1996       1/2000
   3 - SUITE 200      ESPIRIT JONES             16,797       9/1996       8/2001
   4 - SUITE 310      EAGLE PACIFIC INS          7,730       4/1989      11/1996
   5 - SUITE 360      COMPASS PRODUCT.           2,919       7/1991       7/1998
   6 - SUITE 400      LA TORRACA & GOE..        11,698       2/1995       1/2001
   7 - SUITE 405      PACIFIC CRANE              2,444       6/1995       5/1998
   8 - SUITE 500      CITY OF LONG BCH          15,369       1/1995      12/1999
   9 - SUITE 600      THE DESIGNORY             24,574       2/1995       1/2000
  10 - SUITE varies   LEASE-UP (5-yr)            1,796      10/1996       9/2001
  11 - SUITE varies   REP 01 OF TEN #10          1,796       1/1997      12/2001
  12 - SUITE varies   REP 02 OF TEN #10          1,796       4/1997       3/2002
  13 - SUITE varies   REP 03 OF TEN #10          1,797       7/1997       6/2002
                                           -----------
       13 TENANTS                               98,362
                                           ===========











                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                    DOWNTOWN PLAZA
                                   TENANT REGISTER



                 TENANT                    SQUARE FEET   BEGIN DATE     END DATE
- ---------------------------------------    -----------   ----------     --------
          1 - 5-Yr Tenant

   2 - SUITE 102      THE DESIGNORY              3,492       5/1996       1/2000
   3 - SUITE 200      ESPIRIT JONES             16,797       9/1996       8/2001
   4 - SUITE 310      EAGLE PACIFIC  INS         7,730       4/1989      11/1996
   5 - SUITE 360      COMPASS PRODUCT.           2,919       7/1991       7/1998
   6 - SUITE 400      LA TORRACA & GOE..        11,698       2/1995       1/2001
   7 - SUITE 405      PACIFIC CRANE              2,444       6/1995       5/1998
   8 - SUITE 500      CITY OF LONG BCH          15,369       1/1995      12/1999
   9 - SUITE 600      THE DESIGNORY             24,574       2/1995       1/2000
  10 - SUITE varies   LEASE-UP (5-yr)            1,796      10/1996       9/2001
  11 - SUITE varies   REP 01 OF TEN #10          1,796       1/1997      12/2001
  12 - SUITE varies   REP 02 OF TEN #10          1,796       4/1997       3/2002
  13 - SUITE varies   REP 03 OF TEN #10          1,797       7/1997       6/2002
                                           -----------
           12 TENANTS                           92,208

          2 - 10-Yr Tenant

   1 - SUITE 101      COAST FED SAVINGS          6,154       4/1983       3/2003
                                           -----------
            1 TENANTS                            6,154
                                           -----------
           13 TENANTS                           98,362
                                           ===========


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                           DOWNTOWN PLAZA
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS


<CAPTION>
                                                                                                                               % OF
              PRIMARY/                                          ANNUAL                                                         RENT
              SECONDARY SQUARE LEASE LEASE OPTION     MINIMUM  MINIMUM OVERAGE CEILING BREAKPOINT                  PRO RATA    SUBJ
 TENANT         CODES     FEET BEGIN   END  #/MOS     RENT/SF    RENT     %    (000'S)  (000'S)   RECOVERIES      SHARE BASE  TO CPI
- ------------- --------- ------ ----- ----- ------ ------------ ------- ------- ------- ---------  --------------- ----------  ------
<S>      <C>        <C>  <C>    <C>   <C>     <C> <C>   <C>    <C>      <C>      <C>     <C>      <C>               <C>      <C>
 1-SUITE 101        2    6,154  4/83  3/03      -        33.85  208,340    -       -       -      EXPNSE RECOVERIES  808,177
COAST FED SAVINGS   4                              4/98  40.21  247,442

 2-SUITE 102        1    3,492  5/96  1/00      -        15.60   54,475    -       -       -      EXPNSE RECOVERIES  774,779
THE DESIGNORY       4                              6/98  17.40   60,761

 3-SUITE 200        1   16,797  9/96  8/01      -         7.80  131,017    -       -       -      EXPNSE RECOVERIES  808,177
ESPIRIT JONES       4                              4/97  12.00  201,564
                                                  10/97  13.80  231,799
                                                  10/98  15.00  251,955
                                                  10/99  15.60  262,033
                                                  10/00  16.00  302,346

 4-SUITE 310        1    7,730  4/89 11/96      -        22.20  171,606    -       -       -      EXPNSE RECOVERIES  804,788
EAGLE PACIFIC INS   4

 5-SUITE 360        1    2,919  7/91  7/98      -        15.60   45,536    -       -       -      EXPNSE RECOVERIES  760,975
COMPASS PRODUCT.    4

 6-SUITE 400        1   11,698  2/95  1/01      -        16.20  189,508    -       -       -      EXPNSE RECOVERIES  774,779
LA TORRACA & GOE..  4                              3/97  18.00  210,564
                                                   3/99  20.16  235,832

 7-SUITE 405        1    2,444  6/95  5/98      -        15.00   36,660    -       -       -      EXPNSE RECOVERIES  774,779
PACIFIC CRANE       4                              1/97  16.20   39,593

 8-SUITE 500        1   15,369  1/95 12/99      -        15.00  230,535    -       -       -      EXPNSE RECOVERIES  907,789
CITY OF LONG BCH    4                              1/97  16.20  248,978
                                                   1/98  17.40  267,421

 9-SUITE 600        1   24,574  2/95  1/00      -        11.68  287,070    -       -       -      EXPNSE RECOVERIES  907,789
THE DESIGNORY       4                              9/96  15.00  368,610
                                                   2/98  17.40  427,568

 10-SUITE varies    1    1,796 10/96  9/01      -        16.20   29,095    -       -       -      EXPNSE RECOVERIES  808,177
LEASE-lUP (5-yr)    4

 11-SUITE varies    1    1,796  1/97 12/01      -        16.77   30,114    -       -       -      EXPNSE RECOVERIES  860,346
REP 01 OF TEN #10   4



</TABLE>






                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 2


<CAPTION>
                                                                                                                              % OF
              PRIMARY/                                          ANNUAL                                                         RENT
              SECONDARY SQUARE LEASE LEASE OPTION     MINIMUM  MINIMUM OVERAGE CEILING BREAKPOINT                  PRO RATA    SUBJ
 TENANT         CODES     FEET BEGIN   END  #/MOS     RENT/SP    RENT     %    (000'S)  (000'S)   RECOVERIES      SHARE BASE  TO CPI
- ------------- --------- ------ ----- ----- ------ ------------ ------- ------- ------- ---------  --------------- ----------  ------
<S>      <C>        <C>  <C>    <C>   <C>     <C> <C>   <C>    <C>      <C>      <C>     <C>      <C>               <C>      <C>
12-SUITE varies     1    1,796  4/97  3/02      -        16.77   30,114    -       -       -      EXPNSE RECOVERIES  860,346
REP 02 OF TEN #10   4

13-SUITE varies     1    1,797  7/97  6/02      -        16.77   30,130    -       -       -      EXPNSE RECOVERIES  860,346
REP 03 OF TEN #10   4

                        ------
                        98,362
                        ======

</TABLE>








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>





                                     [blank]






                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                                                           DOWNTOWN PLAZA
                                                      AVERAGE OCCUPANCY REPORT
                                                           FOR ALL TENANTS



<CAPTION>
                  1996     1997     1998     1999     2000     2001     2002     2003     2004     2005     2006     2007     2008
                -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
JANUARY          70,888   87,039   98,362   98,362   82,993   98,362   96,566   98,362   98,362   98,362   98,362   96,566   98,362
FEBRUARY         70,888   94,769   98,362   98,362   54,927   86,664   88,836   98,362   98,362   98,362   98,362   98,362   98,362
MARCH            70,888   94,769   98,362   98,362   70,296   86,664   90,632   98,362   98,362   82,993   98,362   96,566   98.362
APRIL            70,888   96,565   98,362   98,362   98,362   98,362   96,566   92,208   98,362   54,927   86,664   88,836   98,362
MAY              74,380   96,565   98,362   98,362   98,362   98,362   96,566   92,208   98,362   70,296   86,664   90,632   98,362
JUNE             74,380   96,565   95,918   98,362   98,362   98,362   98,362   92,208   98,362   98,362   98,362   96,566   98,362
JULY             74,380   98,362   95,918   98,362   98,362   98,362   96,565   92,208   98,362   98,362   98,362   96,566   98,362
AUGUST           74,380   98,362   95,443   98,362   98,362   98,362   96,565   89,764   98,362   98,362   98,362   98,362   98,362
SEPTEMBER        91,177   98,362   95,443   98,362   98,362   81,565   98,362   89,764   98,362   98,362   98,362   96,565   98,362
OCTOBER          92,973   98,362   98,362   98,362   98,362   79,769   98,362   95,443   98,362   98,362   96,362   96,565   95,918
NOVEMBER         92,973   98,362   98,362   98,362   98,362   96,566   98,362   95,443   98,362   98,362   81,565   98,362   95,918
DECEMBER         85,243   98,362   98,362   98,362   98,362   98,362   96,362   98,362   98,362   98,362   79,769   98,362   95,443
                -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
AVERAGE SF
OCCUPIED-OCCA    78,620   96,370   97,468   98,362   91,123   93,314   96,176   94,391   98,362   91,123   93,463   96,026   97,711

TOTAL  SF-KRA   100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146  100,146
                -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
OCCUPANCY         78.51    96.23    97.33    98.22    90.99    93.18    96.04    94.25    96.22    90.99    93.33    95.89    97.57
                =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======  =======



                  2009     2010
                -------  -------
JANUARY          95,443   98,362
FEBRUARY         98,362   98,362
MARCH            98,362   98,362
APRIL            98,362   98,362
MAY              98,362   62,993
JUNE             98,362   54,927
JULY             98,362   70,296
AUGUST           98,362   98,362
SEPTEMBER        98,362   98,362
OCTOBER          98,362   98,362
NOVEMBER         98,362   98,362
DECEMBER         98,362   98,362
                -------  -------
AVERAGE SF
OCCUPIED-OCCA    98,119   91,123

TOTAL SF-NRA    100,146  100,146
                -------  -------
                  97.98    90.99
                =======  =======
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                                                           DOWNTOWN PLAZA
                                                       ANNUAL CASH FLOW REPORT
                                                    BEGINNING 8/1/96 FOR 13 YEARS



<CAPTION>
                      FY1997       FY1998       FY1999       FY2000       FY2001       FY2002       FY2003       FY2004
<S>                  <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
INCOME
- ------
MINIMUM RENT:
LOSS RENTS           1,484,129    1,697,228    1,802,359    1,840,385    1,876,360    1,903,196    1,885,645    1,817,406
LOSS LAG VACANCY       (20,450)      (6,806)      (8,130)    (276,226)     (36,124)     (96,472)     (43,584)     (39,096)
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL MINIMUM RENT   1,463,679    1,690,422    1,794,229    1,564,159    1,840,236    1,806,724    1,642,061    1,779,310

RECOVERIES:
EXPNSE RECOVERIES       21,110       41,145       57,583       65,310       77,276       68,674       83,608      104,080
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL RECOVERIES        21,110       41,145       57,563       65,310       77,276       68,874       83,608      104,080


                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
LOSS RENTAL
INCOME               1,484,789    1,731,567    1,851,812    1,629,469    1,917,512    1,875,598    1,925,669    1,883,390
VACANCY ALLOWANCE      (74,239)     (86,578)     (92,590)     (81,473)     (95,876)     (93,780)     (96,283)     (94,170)
PARKING INCOME         154,601      174,191      182,104      180,942      183,972      195,743      202,834      213,510
OTHER INCOME            40,817       42,245       43,724       45,254       46,838       48,477       50,174       51,930
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL INCOME         1,605,968    1,861,425    1,985,050    1,774,192    2,052,446    2,026,038    2,082,394    2,054,660

EXPENSES
- --------
FIXED UTILITIES        163,505      169,228      175,151      181,281      187,626      194,193      200,989      208,024
VARIABLE UTILITIES      90,942      102,465      107,120      106,437      108,219      115,143      119,314      125,594
FIXED CLEANING          51,095       52,884       54,735       56,650       58,633       60,685       62,609       65,008
VARIABLE CLEANING       27,283       30,740       32,136       31,931       32,466       34,543       35,794       37,678
REPAIRS & MAINTNCE     102,191      105,767      109,469      113,301      117,266      121,370      125,618      130,015
ADMINISTRATION         122,629      126,921      131,363      135,961      140,719      145,645      150,742      156,018
GENERAL BUILDING        51,095       52,884       54,735       56,650       58,633       60,685       62,809       65,008
MANAGEMENT FEE          30,657       31,730       32,841       33,990       35,180       36,411       37,686       39,005
INSURANCE               56,205       58,172       60,208       62,315       64,496       66,754       69,090       71,508
TOTAL ESTATE TAXES     102,191      105,767      109,469      113,301      117,266      121,370      125,618      130,015
PARING EXPENSES         40,817       42,245       43,724       45,254       46,838       48,477       50,174       51,930
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
TOTAL EXPENSES         838,610      878,803      910,951      937,071      967,342    1,005,276    1,040,643    1,079,803
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
OPERATING
INCOME                 767,358      982,622    1,074,099      837,121    1,085,104    1,020,762    1,041,751      974,857

ALTERATIONS            349,826            0       43,806      165,032      440,804      274,502       16,843      145,005
?????                   59,781            0       18,148       68,372      141,880      113,724        6,978       48,762
????? ALLOWANCE         15,022       15,548       16,092       16,655       17,238       17,841       18,466       19,112



<CAPTION>
                      FY2005       FY2006       FY2007       FY2008       FY2009
<S>                  <C>          <C>          <C>          <C>          <C>
INCOME
- ------
MINIMUM RENT:
LOSS RENTS           1,844,358    1,983,845    2,080,334    2,136,616    2,173,755
LOSS LAG VACANCY       (66,834)     (42,904)    (111,284)      (6,622)     (21,271)
                    ----------   ----------   ----------   ----------   ----------
TOTAL MINIMUM RENT   1,777,524    1,940,941    1,969,050    2,129,796    2,152,484

RECOVERIES:
EXPNSE RECOVERIES      125,114      129,985      119,358      134,038      169,302
                    ----------   ----------   ----------   ----------   ----------
TOTAL RECOVERIES       125,114      129,985      119,358      134,038      169,302


                    ----------   ----------   ----------   ----------   ----------
LOSS RENTAL
INCOME               1,902,638    2,070,926    2,088,408    2,263,834    2,321,786
VACANCY ALLOWANCE      (95,132)    (103,546)    (104,420)    (113,192)    (116,089)
PARKING INCOME         214,902      218,709      232,413      245,722      256,759
OTHER INCOME            53,748       55,629       57,576       59,591       61,677
                    ----------   ----------   ----------   ----------   ----------
TOTAL INCOME         2,076,256    2,241,718    2,273,977    2,455,955    2,524,133

EXPENSES
- --------
FIXED UTILITIES        215,305      222,841      230,640      238,712      247,067
VARIABLE UTILITIES     126,413      128,652      136,713      144,543      151,035
FIXED CLEANING          67,283       69,638       72,075       74,598       77,209
VARIABLE CLEANING       37,924       38,596       41,014       43,363       45,310
REPAIRS & MAINTNCE     134,566      139,275      144,150      149,195      154,417
ADMINISTRATION         161,479      167,130      172,980      179,034      185,300
GENERAL BUILDING        67,283       69,638       72,075       74,598       77,209
MANAGEMENT FEE          40,370       41,783       43,245       44,759       46,325
INSURANCE               74,011       76,601       79,282       82,057       84,929
TOTAL ESTATE TAXES     134,566      139,275      144,150      149,195      154,417
PARING EXPENSES         53,748       55,629       57,576       59,591       61,677
                    ----------   ----------   ----------   ----------   ----------
TOTAL EXPENSES       1,112,948    1,149,058    1,193,900    1,239,645    1,284,895
                    ----------   ----------   ----------   ----------   ----------
OPERATING
INCOME                 963,208    1,092,660    1,080,077    1,216,310    1,239,238

ALTERATIONS            196,005      125,822      313,029       39,999       62,970
[illegible] ?????       81,204       52,127      129,685       16,571       26,087
[illegible] ALLOWANCE   19,781       20,473       21,190       21,932       22,699


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                                                                              PAGE 2


<CAPTION>
                      FY1997       FY1998       FY1999       FY2000       FY2001       FY2002       FY2003       FY2004
<S>                  <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>

                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
CASH FLOW              342,729      967,074      996,053      587,062      485,182      614,695      999,464      761,978



<CAPTION>
                      FY2005       FY2006       FY2007       FY2008       FY2009
<S>                  <C>          <C>          <C>          <C>          <C>

                    ----------   ----------   ----------   ----------   ----------
CASH FLOW              666,218      894,238      616,173    1,137,808    1,127,482




</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                 DOWNTOWN PLAZA
                            MNEMONIC REFERENCE TABLE



AREA MEASURES
- -------------

NRA - Net rentable area
OCCA - Occupied area


GROWTH RATES
- ------------

MKTG - Market growth rate
CPIG - Consumer price index growth rate
TAXG - Real estate tax growth rate
CM5N - Commission rate (new) for 5-yr tenants
CM5R - Commission rate (renew) for 5-yr tenants
CM5W - Commission rate (blended) for 5-yr tenants
CM1N - Commission rate (new) for 10-yr tenants
CM1R - Commission rate (renew) for 10-yr tenants
CM1W - Commission rate (blended) for 10-yr tenants
EXPG - Expense growth rate


MARKET RATES
- ------------

MKTR - Market rate
TI5N - Tenant improvements (new) for 5-yr tenants
TI5R - Tenant improvements (renew) for 5-yr tenants
TI5W - Tenant improvements (blended) for 5-yr tenants
TI1N - Tenant improvements (new) for 10-yr tenants
TI1R - Tenant improvements (renew) for 10-yr tenants
TI1W - Tenant improvements (blended) for 10-yr tenants
FR5N - Free rent (new) for 5-yr tenants
FR5R - Free rent (renew) for 5-yr tenants
FR5W - Free rent (blended) for 5-yr tenants
FR1N - Free rent (new) for 10-yr tenants
FR1R - Free rent (renew) for 10-yr tenants
FR1W - Free rent (blended) for 10-yr tenants
FUTR - Fixed utility rate
VUTR - Variable utility rate
FCLR - Fixed cleaning rate
VCLR - Variable cleaning rate
R&MR - Repairs & maintenance rate
ADMR - Administration rate
GBLR - General building rate
MGTR - Management fee rate
INSR - Property insurance rate





                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>
                                                                          PAGE 2



RTXR - Real estate tax rate
PKIR - Parking income rate
RSVR - Reserve allowance rate
PKXR - Parking expense rate

EXPENSES
- --------

FUTX - Fixed utility expenses
VUTX - Variable utility expenses
FCLX - Fixed cleaning expenses
VCLX - Variable cleaning expenses
R&MX - Repairs & maintenance expenses
ADMX - Administration expenses
GBLX - General building expenses
MFEX - Management fee expenses
INSX - Property insurance expenses
RTXX - Real estate tax expenses
REC  - Total operating expense recoveries
PKXX - Parking expenses

GLOBAL RECOVERIES
- -----------------

BSYR - Base year recoveries
1995 - 1995 recoveries
1994 - 1994 recoveries
1993 - 1993 recoveries
1992 - 1992 recoveries
1991 - 1991 recoveries
1990 - 1990 recoveries









                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                 DOWNTOWN PLAZA
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS



BUILDING PROLOGUE
- ---------------

LEASEHOLD ANALYSIS OF DOWNTOWN PLAZA BEGINNING 8/1996
??R 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -----------


DESCRIBED AS Net rentable area
1996 VALUE -     100,146
THEREAFTER - CONSTANT

OCCA
DESCRIBED AS Occupied area
1996 VALUE -      78,620
1997 VALUE -      96,370
1998 VALUE -      97,468
1999 VALUE -      96,362
2000 VALUE -      91,123
2001 VALUE -      93,314
2002 VALUE -      96,176
2003 VALUE -      94,391
2004 VALUE -      98,362
2005 VALUE -      91,123
2006 VALUE -      93,463
2007 VALUE -      96,026
2008 VALUE -      97,711
2009 VALUE -      98,119
2010 VALUE -      91,123
THEREAFTER - CONSTANT


GROWTH RATES
- ------------

RNTG
DESCRIBED AS Market growth rate
1996 VALUE -        3.50
THEREAFTER - CONSTANT


CPIG
DESCRIBED AS Consumer price index growth rate
1996 VALUE -        3.50

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>
                                                                          PAGE 2



THEREAFTER - CONSTANT

TAXG
DESCRIBED AS Real estate tax growth rate
1996 VALUE -        2.00
THEREAFTER - CONSTANT

CM5N
DESCRIBED AS Commission rate (new) for 5-yr tenants
1996 VALUE -        6.00
THEREAFTER - CONSTANT

CM5R
DESCRIBED AS Commission rate (renew) for 5-yr tenants
1996 VALUE -        3.00
THEREAFTER - CONSTANT

CM5W
DESCRIBED AS Commission rate (blended) for 5-yr tenants
   +35.0% OF CM5N +65.0% OF CM5R

CM1N
DESCRIBED AS Commission rate (new) for 10-yr tenants
1996 VALUE -        3.00
THEREAFTER - CONSTANT

CM1R
DESCRIBED AS Commission rate (renew) for 10-yr tenants
1996 VALUE -        1.50
THEREAFTER - CONSTANT

CM1W
DESCRIBED AS   Commission rate (blended) for 10-yr tenants
  +35.0% OF CM1N +65.0% OF CM1R

EXPG - Expense growth rate
DESCRIBED AS Expense growth rate
1996 VALUE -        3.50
THEREAFTER - CONSTANT

MARKET RATES
- ------------

MKTR
DESCRIBED AS  Market rate
1996 VALUE -       16.20
THEREAFTER - GROWING AT GROWTH RATE MKTG

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 3


TI5N
DESCRIBED AS Tenant improvements (new) for 5-yr tenants
1996 VALUE -       12.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

TI5R
DESCRIBED AS Tenant improvements (renew) for 5-yr tenants
1996 VALUE -        5.00
THEREAFTER - GROWING AT GROWTH RATE EXPO

TI5W
DESCRIBED AS Tenant improvements (blended) for 5-yr tenants
  +35.0% OF TI5N +65.0% OF TI5R.

TI1N
DESCRIBED AS Tenant improvements (new) for 10-yr tenants
1996 VALUE -       20.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

TI1R
DESCRIBED AS Tenant improvements (renew) for 10-yr tenants
1996 VALUE -         7.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

TI1W
DESCRIBED AS Tenant improvements (blended) for 10-yr tenants
  +35.0% OF TI1N +65.0% OF TIM

FR5N
DESCRIBED AS Free rent (new) for 5-yr tenants
ZERO

FR5R
DESCRIBED AS Free rent (renew) for 5-yr tenants
ZERO

FR5W
DESCRIBED AS Free rent (blended) for 5-yr tenants
   +35.0% OF FRSN +65.0% OF FR5R

FR1N
DESCRIBED AS Free rent (new) for 10-yr tenants
ZERO

FR1R - Free rent (renew) for 10-yr tenants
DESCRIBED AS Free rent (renew) for 10-yr tenants
ZERO


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 4

FR1W
DESCRIBED AS Free rent (blended) for 10-yr tenants
   +35.0% OF FRIN +65.0% OF FR1R.

FUTR
DESCRIBED AS Fixed utility rate
1996 VALUE -        1.60
THEREAFTER - GROWING AT GROWTH RATE EXPG

VUTR
DESCRIBED AS Variable utility rate
1996 VALUE -        1.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

FCLR
DESCRIBED AS Fixed cleaning rate
1996 VALUE -        0.50
THEREAFTER - GROWING AT GROWTH RATE EXPO

VCLR
DESCRIBED AS Variable cleaning rate
1996 VALUE -        0.30
THEREAFTER - GROWING AT GROWTH RATE EXPG

R&MR
DESCRIBED AS Repairs & maintenance rate
1996 VALUE -        1.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ADMR
DESCRIBED AS Administration rate
1996 VALUE -        1.20
THEREAFTER - GROWING AT GROWTH RATE EXPG

GBLR
DESCRIBED AS General building rate
1996 VALUE -        0.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

MGTR
DESCRIBED AS Management fee rate
1996 VALUE -        0.30
THEREAFTER - GROWING AT GROWTH RATE EXPG

INSR
DESCRIBED AS   Property insurance rate
1996 VALUE -        0.55
THEREAFTER - GROWING AT GROWTH RATE EXPG

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 5


RTXR
DESCRIBED AS Real estate tax rate
1996 VALUE -        1.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

PKIR
DESCRIBED AS Parking income rate
1996 VALUE -        1.70
THEREAFTER - GROWING AT GROWTH RATE MKTG

RSVR
DESCRIBED AS Reserve allowance rate
1996 VALUE          0.15
THEREAFTER - GROWING AT GROWTH RATE CPIG

PKXR
DESCRIBED AS Parking expense rate
1996 VALUE -        0.40
THEREAFTER - GROWING AT GROWTH RATE EXPG

MISCELLANEOUS INCOMES
- ---------------------

PARKING INCOME
MARKET RATE PKIR MULTIPLIED BY AREA MEASURE OCCA

OTHER INCOME
1996 VALUE -      40,000
THEREAFTER - GROWING AT GROWTH RATE MKTG

EXPENSES
- --------


FIXED UTILITIES    , REFERRED TO AS FUTX
DESCRIBED AS Fixed utility expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE FUTR MULTIPLIED BY AREA MEASURE NRA

VARIABLE UTILITIES, REFERRED TO AS VUTX
DESCRIBED AS Variable utility expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE VUTR MULTIPLIED BY AREA MEASURE OCCA

FIXED CLEANING     , REFERRED TO AS FCLX
DESCRIBED AS Fixed cleaning expenses
CHARGED AGAINST NET OPERATING INCOME

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>
                                                                          PAGE 6
MARKET RATE FCLR MULTIPLIED BY AREA MEASURE NRA

VARIABLE CLEANING, REFERRED TO AS VCLX
DESCRIBED AS Variable cleaning expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE VCLR MULTIPLIED BY AREA MEASURE OCCA

REPAIRS & MAINTNCE, REFERRED TO AS R&M
DESCRIBED AS Repairs & maintenance expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE R&MR MULTIPLIED BY AREA MEASURE NRA

ADMINISTRATION      , REFERRED TO AS ADMX
DESCRIBED AS Administration expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE ADMR MULTIPLIED BY AREA MEASURE NRA

GENERAL BUILDING , REFERRED TO AS GBLX
DESCRIBED  AS General building expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE GBLR MULTIPLIED BY AREA MEASURE NRA

MANAGEMENT FEE     , REFERRED TO AS MFEX
DESCRIBED AS Management fee expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE MGTR MULTIPLIED BY AREA MEASURE NRA

INSURANCE          , REFERRED TO AS INSX
DESCRIBED AS Property insurance expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE INSR MULTIPLIED BY AREA MEASURE NRA

REAL ESTATE TAXES , REFERRED TO AS RTXX
DESCRIBED AS Real estate tax expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE RTXR MULTIPLIED BY AREA MEASURE NRA

EXPNSE RECOVERIES , REFERRED TO AS REC
DESCRIBED AS Total operating expense recoveries
??? INFORMATIONAL EXPENSE
   + 100.0% OF  FUTX+100.0% OF VUTX
   + 100.0% OF  FCLX+100.0% OF VCLX
   + 100.0% OF  R&MX+100.0% OF ADHX
   + 100.0% OF  GBLX+100.0% OF MFEX
   + 100.0% OF  INSX+100.0% OF RTXX
   + 100.0% OF  PKXX

PARKING EXPENSES , REFERRED TO AS PKXX

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 7



DESCRIBED AS Parking expenses
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE PKXR MULTIPLIED BY AREA MEASURE NRA

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -        5.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------

NONE

COMMISSION CALCULATIONS
- ----------------------

STANDARD METHOD #1 - 0.000% OF TOTAL RENT

STANDARD METHOD #2 - 0.000% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- -----------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 8




ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- -----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

RESERVES ALLOWANCE
MARKET RATE RSVR MULTIPLIED BY AREA MEASURE NRA


PRIMARY CLASSIFICATION CODES
- ----------------------------

   1 - 5-Yr Tenant
   2 - 10-Yr Tenant


SECONDARY CLASSIFICATION CODES
- ------------------------------

   3 - Retail
   4 - Office










                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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<PAGE>
                                                                          PAGE 9



COST CENTERS
- ------------

NONE


SALES VOLUME PROFILE
- --------------------


        PERCENT OF        RELATIVE
MONTH  ANNUAL SALES        VOLUME
- -----  ------------       --------
 JAN         8.33%            1.00
 FEB         8.33%            1.00
 MAR         8.33%            1.00
 APR         8.33%            1.00
 MAY         8.33%            1.00
 JUN         6.33%            1.00
 JUL         8.33%            1.00
 AUG         8.33%            1.00
 SEP         8.33%            1.00
 OCT         6.33%            1.00
 NOV         6.33%            1.00
 DEC         8.33%            1.00
           -------          -------
RENTALS    100.00%           12.00


GLOBAL RECOVERIES
- -----------------

 EXPNSE RECOVERIES , REFERRED TO AS BSYR
DESCRIBED AS Base year recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

 EXPNSE RECOVERIES , REFERRED TO AS 1995
DESCRIBED AS 1995 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF    774,779

 EXPNSE RECOVERIES , REFERRED TO AS 1994









                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 10



DESCRIBED AS 1994 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF      907,789

 EXPNSE RECOVERIES , REFERRED TO AS 1993
DESCRIBED AS 1993 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASS AMOUNT OF    810,882

 EXPNSE RECOVERIES , REFERRED TO AS 1992
DESCRIBED AS 1992 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF    804,788

 EXPNSE RECOVERIES , REFERRED TO AS 1991
DESCRIBED AS 1991 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF     760,975

 EXPNSE RECOVERIES , REFERRED TO AS 1990
DESCRIBED AS 1990 recoveries
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF     774,920

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

ALL VOLUMES AND BREAKPOINTS:

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 11



SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR.

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 4 REFERENCE TENANT(S):

- --------------------------------------------------------------------------------

# 1 - SUITE varies , 5-YR RETAIL
BASE LEASE DATES:      10/1996 TO 9/2001
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          1,000
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              3 - Retail
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

PERCENTAGE RENT:
INITIAL SALES -            O/YEAR
THEREAFTER    - GROWING AT     0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000









                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 12



RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 2 - SUITE varies ,   10-YR RETAIL
LEASE DATES:           10/1996 TO 9/2006
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:          1,000
PRIMARY CODE:                2 - 10-Yr Tenant
SECONDARY CODE:              3 - Retail
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

PERCENTAGE RENT:
INITIAL SALES -                O/YEAR
THEREAFTER   - GROWING AT    0.00%
A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------







                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 13



 1         10.00       6       NONE        FRlW          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CMlW
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI1N
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 3 - SUITE varies , 5-YR OFFICE
LEASE DATES:           10/1996 TO 9/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         1,000
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES: NONE

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:






                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 14


         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH  NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 4 - SUITE Varies , 10-YR OFFICE
BASE LEASE DATES:      10/1996 TO 9/2006
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          1,000
PRIMARY CODE:                2 - 10-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES: NONE

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 15



  1        10.00       6       NONE        FRlW          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM1W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TIlW
RENEWAL PAYOUT:        CASHED OUT

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>





                                    [blank]








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                 DOWNTOWN PLAZA
                           PROJECT ASSUMPTIONS REPORT
                                FOR TENANTS ONLY
                              INCLUDING ALL TENANTS



TENANTS
- -------

THERE ARE A TOTAL OF 13 LEASEHOLD TENANT(S):

- --------------------------------------------------------------------------------
# 1 - SUITE 101       , COAST FED SAVINGS
BASE LEASE DATES:      4/1983 TO 3/2003
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:           6,154
ALTERNATE MEASURE:        7,729
PRIMARY CODE:                2 - 10-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    24.00/SF/YR
CHANGING TO   -   28.50/SF/YR ON 4/1988 ( 60 MONTHS)
CHANGING TO   -   33.85/SF/YR ON 4/1993 (120 MONTHS)
CHANGING TO   -   40.21/SF/YR ON 4/1998 (180 MONTHS)

RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        10.00       6       NONE        FRlW          YES            YES

RENEWAL MINIMUM RENT:
MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 2



10.00 AFTER MONTH 60

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CMlW
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI1W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 2 - SUITE 102        , THE DESIGNORY
BASE LEASE DATES:      5/1996 TO 1/2000
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          3,492
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    15.60/SF/YR
CHANGING TO  -    17.40/SF/YR ON 6/1998    (
  25 MONTHS)
WITH 3 MONTHS   OF FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1995

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES






                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 3



  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 3 - SUITE 200       , ESPIRIT JONES
BASE LEASE DATES:      9/1996  TO 8/2001
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        16,797
ALTERNATE MEASURE:     17,717
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office
SUBJECT TO VACANCY  ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     7.80/SF/YR
CHANGING TO  -    12.00/SF/YR ON   4/1997 (   7 MONTHS)
CHANGING TO  -    13.80/SF/YR ON  10/1997 (   13 MONTHS)
CHANGING TO  -    15.00/SF/YR ON  10/1998 (   25 MONTHS)
CHANGING TO  -    15.60/SF/YR ON  10/1999 (   37 MONTHS)
CHANGING TO  -    18.00/SF/YR ON  10/2000 (   49 MONTHS)
WITH 3 MONTHS OF FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS:  NONE

ALTERNATIONS: 15.00/SF





                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 4



RENEWAL PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 4 - SUITE 310        , EAGLE PACIFIC INS
BASE LEASE DATES:      4/1989 TO 11/1996
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:         7,730
ALTERNATE MEASURE:      7,560
PRIMARY CODE:                 1  - 5-Yr Tenant
SECONDARY CODE:               4  - Office
SUBJECT TO VACANCY   ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    19.80/SF/YR
CHANGING TO -     21.00/SF/YR ON 5/1991 ( 25 MONTHS)
CHANGING TO -     22.20/SF/YR ON 5/1992 ( 37 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1992


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 5


COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 5 - SUITE 360        , COMPASS PRODUCT
BASE LEASE DATES:      7/1991  TO 7/1998
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          2,919
ALTERNATE MEASURE:       2,873
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     15.00/SF/YR
CHANGING TO -      15.60/SF/YR ON 7/1994  ( 36 MONTHS)

RECOVERIES:


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 6


GLOBAL GROUPING
GLOBAL RECOVERY 1991

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA,
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 6 - SUITE 400        , LA TORRACA & GOE..
BASE LEASE DATES:      2/1995  TO 1/2001
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        11,698
ALTERNATE MEASURE:     11,182
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -         16.20/SF/YR
CHANGING TO  -         18.00/SF/YR ON 3/1997 ( 25 MONTHS)



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 7
CHANGING TO  -         20.16/SF/YR ON 3/1999 ( 49 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1995

COMMISSIONS: NONE

ALTERATIONS.- NONE

SPECULATIVE RENEWALS-

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 7 - SUITE 405          , PACIFIC CRANE
BASE LEASE DATES:        6/1995 TO 5/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           2,444
ALTERNATE MEASURE:        2,453
PRIMARY CODE:                  1 - 5-Yr Tenant
SECONDARY CODE:                4 - Office
SUBJECT TO VACANCY  ALLOWANCE


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 8


MINIMUM RENT:
INITIAL RENT -   15.00/SF/YR
CHANGING TO  -   16.20/SF/YR ON 1/1997   (  19 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1995

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY     1.000

RENEWAL RECOVERIES:

EXPENSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 8 - SUITE 500        , CITY OF LONG BCH
BASE LEASE DATES:      1/1995 TO 12/1999
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          15,369
ALTERNATE MEASURE:       14,992
RENEWAL CODE:                1- 5-Yr Tenant

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 9



SECONDARY CODE:              4 - office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -         15.00/SF/YR
CHANGING TO  -         16.20/SF/YR  ON 1/1997    (  24 MONTHS)
CHANGING TO  -         17.40/SF/YR  ON 1/1996    (  36 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1994

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

#9 SUITE 600           , THE DESIGNORY
BASE LEASE DATES:      2/1995 TO 1/2000

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 10

TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          24,574
ALTERNATE MEASURE:       24,963
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     11.68/SF/YR
CHANGING TO        15.00/SF/YR ON 9/1996   (  19 MONTHS)
CHANGING TO  -     17.40/SF/YR ON 2/1998   (  36 MONTHS)

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY 1994

COMMISSIONS:  NONE

ALTERATIONS:  NONE

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES
  3        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000
WITH /SF/YR STEPS OF

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT





                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 11

- --------------------------------------------------------------------------------

# 10 - SUITE varies ,  LEASE-UP (5-yr)
BASE LEASE DATES:      10/1996 TO 9/2001
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:          1,796
PRIMARY CODE:                 1 - 5-Yr Tenant
SECONDARY CODE:               4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS:   GROWTH RATE CM5N
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE TI5N
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 12



RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 11 - SUITE varies ,  REP 01 OF TEN #10
BASE LEASE DATES:      1/1997  TO 12/2001
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           1,796
PRIMARY CODE:                  1 - 5-Yr Tenant
SECONDARY CODE:                4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS: GROWTH RATE CM5N
PAYOUT:        CASHED OUT

ALTERATIONS:   MARKET RATE TI5N
PAYOUT:        CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPENSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W









                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PACE 13



RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 12 - SUITE varies ,  REP 02 OF TEN #10
BASE LEASE DATES:      4/1997 TO 3/2002
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          1,796
PRIMARY CODE:                1 - 5-Yr Tenant
SECONDARY CODE:              4 - Office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR

COMMISSIONS:  GROWTH RATE CM5N
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE TI5N
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000

RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 14



RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 13 - SUITE varies ,  REP 03 OF TEN #10
BASE LEASE DATES:      7/1997  TO 6/2002
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:          1,797
PRIMARY CODE:               1 - 5-Yr Tenant
SECONDARY CODE:             4 - office
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MKTR

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY BSYR.

COMMISSIONS:  GROWTH RATE CM5N
PAYOUT:       CASHED OUT

ALTERATIONS:  MARKET RATE TI5N
PAYOUT:       CASHED OUT

SPECULATIVE RENEWALS:

         LENGTH     VACANT      SQ FT   MONTHS OF
TERM  YEARS.MONTHS  MONTHS    INCREASE  FREE RENT    COMMISSIONS    ALTERATIONS
- ----  ------------  ------    --------  ---------    -----------    -----------
  1        5.00        2       NONE        FR5W          YES            YES
  2        5.00        2       NONE        FR5W          YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTR MULTIPLIED BY 1.000


RENEWAL RECOVERIES:

EXPNSE RECOVERIES
PRO RATA SHARE RECOVERY OF EXPENSE REC
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                         PAGE 15



AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:   GROWTH RATE CM5W
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE TI5W
RENEWAL PAYOUT:        CASHED OUT










                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                           DOWNTOWN PLAZA
                                                    ANNUAL TENANT REVENUE REPORT
                                                           FOR ALL TENANTS




1. SUITE 101   COAST FED SAVINGS OCCUPIES 6,154 SF   ( 6.15% OF NRA)
   BASE LEASE FROM APR 1983 TO MAR 2003
<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                 208,340 221,374 247,442 247,442 247,442 247,442 164,962 101,785 122,142 122,142 122,142 122,142 142,499
MINIMUM RENT/SF                33.85   35.97   40.21   40.21   40.21   40.21   26.81   16.54   19.85   19.85   19.85   19.85   23.16
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              1,870   4,340   6,315   7,483   9,468  12,112   9,244       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0       0   1,566   3,863   6,008   8,578  11,399  14,169
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               1,870   4,340   6,315   7,483   9,468  12,112   9,244   1,566   3,863   6,008   8,578  11,389  14,169
TOT RECOVERIES/SP               0.30    0.71    1.03    1.22    1.54    1.97    1.50    0.25    0.63    0.98    1.39    1.85    2.30
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                210,210 225,714 253,757 254,925 256,910 259,554 174,206 103,351 126,005 128,150 130,720 133,531 156,668
TOTAL REVENUE/SF               34.16   36.68   41.23   41.42   41.75   42.18   28.31   16.79   20.48   20.62   21.24   21.70   25.46

ALTERATIONS                        0       0       0       0       0       0       0  92,977       0       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    0.00    0.00    0.00    0.00   15.11    0.00    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0       0       0       0       0  27,207       0       0       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    0.00    0.00    0.00    4.42    0.00    0.00    0.00    0.00    0.00

</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>

                                                                                                                              PAGE 2

2. SUITE 102   THE DESIGNORY OCCUPIES 3,492 SF ( 3.49% OF KRA )
   BASE LEASE FROM MAY 1996 TO JAN 2000
<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                  54,475  55,523  60,761  51,218  62,512  62,512  62,512  62,512  54,048  74,244  74,244  74,244  74,244
FREE RENT                          0       0       0       0       0       0       0       0       0       0       0       0       0
MINIMUM RENT/SF                15.60   15.90   17.40   14.67   17.90   17.90   17.90   17.90   15.48   21.26   21.26   21.26   21.26
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.46   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              2,226   3,627   4,748   2,637       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0     991   2,491   3,724   5,090   4,103     740   2,198   3,793   5,371
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               2,226   3,627   4,748   2,637     991   2,491   3,724   5,090   4,103     740   2,198   3,793   5,371
TOT RECOVERIES/SP               0.64    1.04    1.36    0.76    0.28    0.71    1.07    1.46    1.17    0.21    0.63    1.09    1.54
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 56,701  59,150  65,509  53,855  63,503  65,003  66,236  67,602  58,151  74,984  76,442  78,037  79,615
TOTAL REVENUE/SF               16.24   16.94   18.76   15.42   18.19   18.61   18.97   19.36   16.65   21.47   21.89   22.35   22.80

ALTERATIONS                        0       0       0  30,555       0       0       0       0  36,289       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    8.75    0.00    0.00    0.00    0.00   10.39    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0  12,659       0       0       0       0  15,034       0               0       0
COMMISSIONS/SF                  0.00    0.00    0.00    3.63    0.00    0.00    0.00    0.00    4.31    0.00    0.00    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 3

3. SUITE 200        ESPIRIT JONES         OCCUPIES    16,797 SF ( 16.77% OF KRA )
   BASE LEASE FROM SEP 1996 TO AUG 2001
<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                 143,614 226,759 248,596 260,353 295,627 258,605 311,213 311,213 311,213 311,213 300,964 382,560 362,560
MINIMUM RENT/SF                 8.55   13.50   14.80   15.50   17.60   15.40   18.53   18.53   18.53   18.53   17.92   22.78   22.78
MARKET RENT/SF                 14.62   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              5,104  11,846  17,238  20,423  25,842   2,437       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0   3,812   9,744  16,312  22,581  28,435   7,744   4,477  12,067
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               5,104  11,846  17,238  20,423  25,842   6,249   9,744  16,312  22,581  28,435   7,744   4,477  12,067
TOT RECOVERIES/SP               0.30    0.71    1.03    1.22    1.54    0.37    0.58    0.97    1.34    1.69    0.46    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                148,718 238,605 265,834 280,776 321,469 264,854 320,957 327,525 333,794 339,648 308,708 387,037 394,627
TOTAL REVENUE/SF                8.85   14.21   15.83   16.72   19.14   15.77   19.11   19.50   19.87   20.22   18.38   23.04   23.49

ALTERATIONS                  251,955       0       0       0       0 152,115       0       0       0       0 186,989       0       0
ALTERATIONS/SF                 15.00    0.00    0.00    0.00    0.00    9.06    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                        0       0       0       0       0  63,021       0       0       0       0  77,468       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    0.00    3.75    0.00    0.00    0.00    0.00    4.61    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 4

4. SUITE 310       EAGLE PACIFIC INS OCCUPIES          7,730 SF ( 7.72% OF NRA )
   BASE LEASE FROM APR 1989 TO NOV 1996
<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                 119,606 124,809 124,809 124,809 124,809 111,815 148,233 148,233 148,233 148,233 128,165 176,055 176,055
MINIMUM RENT/SF                15.47   16.15   16.15   16.15   16.15   14.47   19.18   19.18   19.18   19.18   16.58   22.78   22.78
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                 87       0       0       0       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0   1,425   3,906   5,372   7,866   4,967   1,477   4,499   7,384  10,078   8,381   2,061   5,553
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                  87   1,425   3,906   5,372   7,866   4,967   1,477   4,499   7,384  10,078   8,381   2,061   5,553
TOT RECOVERIES/SP               0.01    0.18    0.51    0.69    1.02    0.64    0.19    0.58    0.96    1.30    1.08    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                119,693 126,234 128,715 130,181 132,675 116,782 149,710 152,732 155,617 158,311 136,546 178,116 181,608
TOTAL REVENUE/SF               15.48   16.33   16.65   16.84   17.16   15.11   19.37   19.76   20.13   20.46   17.66   23.04   23.49

ALTERATIONS                   61,004       0       0       0       0  72,454       0       0       0       0  86,052       0       0
ALTERATIONS/SF                  7.89    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                   25,274       0       0       0       0  30,017       0       0       0       0  35,651       0
COMMISSIONS/SF                  3.27    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    4.61    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 5

5. SUITE 360        COMPASS PRODUCT.        OCCUPIES     2,919 SF ( 2.91% OF NRA )
   BASE LEASE FROM JUL 1991 TO JUL 1998

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                  45,536  45,536  40,650  48,780  48,780  48,780  48,780  46,753  57,935  57,935  57,935  57,935  54,920
MINIMUM RENT/SF                15.60   15.60   13.93   16.71   16.71   16.71   16.71   16.02   19.85   19.85   19.85   19.85   18.81
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              2,263   3,434       0       0       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0     553   1,106   2,048   3,302   4,333   1,532   1,832   2,850   4,069   5,402   1,986
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               2,263   3,434     553   1,106   2,048   3,302   4,333   1,532   1,832   2,850   4,069   5,402   1,986
TOT RECOVERIES/SP               0.78    1.18    0.19    0.38    0.70    1.13    1.48    0.52    0.63    0.98    1.39    1.85    0.68
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 47,799  48,970  41,203  49,886  50,828  52,082  53,113  48,285  59,767  60,785  62,004  63,337  56,906
TOTAL REVENUE/SF               16.38   16.78   14.12   17.09   17.41   17.84   18.20   16.54   20.48   20.82   21.24   21.70   19.50

ALTERATIONS                        0       0  23,843       0       0       0       0  28,318       0       0       0       0  34,810
ALTERATIONS/SF                  0.00    0.00    8.17    0.00    0.00    0.00    0.00    9.70    0.00    0.00    0.00    0.00   11.93
COMMISSIONS                        0       0   9,878       0       0       0       0  11,732       0       0       0       0  14,421
COMMISSIONS/SF                  0.00    0.00    3.38    0.00    0.00    0.00    0.00    4.02    0.00    0.00    0.00    0.00    4.94

</TABLE>
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 6

6. SUITE 400        LA TORRACA & GOE.. OCCUPIES       11,698 SF ( 11.68% OF NRA )
   BASE LEASE FROM FEB 1995 TO JAN 2001

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                 198,281 210,564 221,092 235,832 190,162 216,739 216,739 216,739 216,739 187,396 257,418 257,418 257,418
MINIMUM RENT/SF                16.95   18.00   18.90   20.16   16.26   18.53   18.53   18.53   18.53   16.02   22.01   22.01   22.01
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              7,456  12,151  15,906  18,125   9,764       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0   2,655   6,786  11,360  15,726  12,612   3,115   8,458  13,744
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               7,456  12,151  15,906  28,125   9,764   2,655   6,786  11,360  15,726  12,612   3,115   8,458  13,744
TOT RECOVERIES/SP               0.64    1.04    1.36    1.55    0.83    0.23    0.58    0.97    1.34    1.08    0.27    0.72    1.17
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                205,737 222,715 236,998 253,957 199,926 219,394 223,525 228,099 232,465 200,008 260,533 265,876 271,162
TOTAL REVENUE/SF               17.59   19.04   20.26   21.71   17.09   18.75   19.11   19.50   19.87   17.10   22.27   22.73   23.18

ALTERATIONS                        0       0       0       0 105,938       0       0       0       0 125,822       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    0.00    9.06    0.00    0.00    0.00    0.00   10.76    0.00    0.00    0.00
COMMISSIONS                        0       0       0       0  43,890       0       0       0       0  52,127       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    3.75    0.00    0.00    0.00    0.00    4.46    0.00    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 7

7. SUITE 405       PACIFIC CRANE         OCCUPIES    2,444 SF ( 2.44% OF NRA )
   BASE LEASE FROM JUN 1995 TO MAY 1998

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                  38,371  32,994  40,842  40,842  40,842  40,842  40,842  40,423  48,507  48,507  48,507  48,507  46,492
MINIMUM RENT/SF                15.70   13.50   16.71   16.71   16.71   16.71   16.71   16.54   19.85   19.85   19.85   19.85   19.02
MARKET RENT/SF                 15.92   16.47   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.46   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES              1,558   2,062       0       0       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0     463     926   1,715   2,765   3,628     622   1,534   2,386   3,407   4,523   1,470
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES               1,558   2,062     463     926   1,715   2,765   3,628     622   1,534   2,386   3,407   4,523   1,470
TOT RECOVERIES/SP               0.64    0.84    0.19    0.38    0.70    1.13    1.48    0.25    0.63    0.98    1.39    1.85    0.60
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 39,929  35,056  41,305  41,768  42,557  43,607  44,470  41,045  50,041  50,893  51,914  53,030  47,962
TOTAL REVENUE/SF               16.34   14.34   16.90   17.09   17.41   17.84   18.20   16.79   20.48   20.82   21.24   21.70   19.62

ALTERATIONS                        0       0  19,963       0       0       0       0  23,710       0       0       0       0  28,160
ALTERATIONS/SF                  0.00    0.00    8.17    0.00    0.00    0.00    0.00    9.70    0.00    0.00    0.00    0.00   11.52
COMMISSIONS                        0       0   8,270       0       0       0       0   9,823       0       0       0       0  11,666
COMMISSIONS/SF                  0.00    0.00    3.38    0.00    0.00    0.00    0.00    4.02    0.00    0.00    0.00    0.00    4.77

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 8

8. SUITE 500        CITY OF LONG BCH      OCCUPIES    15,369 SF ( 15.35% OF NRA )
   BASE LEASE FROM JAN 1995 TO DEC 1999

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                 241,293 259,736 267,421 226,061 275,126 275,126 275,126 275,126 242,181 326,763 326,763 326,763 326,763
MINIMUM RENT/SF                15.70   16.90   17.40   14.71   17.90   17.90   17.90   17.90   15.76   21.26   21.26   21.26   21.26
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0       0   1,496   1,068       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0   4,361  10,964  16,392  22,401  15,538   3,255   9,673  16,693  23,637
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0       0   1,496   1,068   4,361  10,964  16,392  22,401  15,538   3,255   9,673  16,693  23,637
TOT RECOVERIES/SP               0.00    0.00    0.10    0.07    0.28    0.71    1.07    1.46    1.01    0.21    0.63    1.09    1.54
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                241,293 259,736 268,917 227,129 279,487 286,090 291,518 297,527 257,719 330,018 336,436 343,456 350,400
TOTAL REVENUE/SF               15.70   16.90   17.50   14.78   18.19   18.61   18.97   19.36   16.77   21.47   21.89   22.35   22.80

ALTERATIONS                        0       0       0 134,477       0       0       0       0 159,716       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    8.75    0.00    0.00    0.00    0.00   10.39    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0  55,713       0       0       0       0  66,170       0       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    3.63    0.00    0.00    0.00    0.00    4.31    0.00    0.00    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                              PAGE 9

9. SUITE 600        THE DESIGNORY        OCCUPIES     24,574 SF ( 24.54% OF NRA )
   BASE LEASE FROM FEB 1995 TO JAN 2000

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                 361,815 398,099 427,588 213,794 439,908 439,908 439,908 439,908 439,908 527,890 527,890 527,890 527,890
MINIMUM RENT/SF                14.72   16.20   17.40    8.70   17.90   17.90   17.90   17.90   17.90   21.48   21.48   21.48   21.48
MARKET RENT/SF                 15.92   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.70   22.45   23.24   24.05
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0       0   2,391   2,241       0       0       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0   6,973  17,531  26,209  35,818  44,990  53,554  63,816  75,040  86,144
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0       0   2,391   2,241   6,973  17,531  26,209  35,818  44,990  53,554  63,816  75,040  86,144
TOT RECOVERIES/SP               0.00    0.00    0.10    0.09    0.28    0.71    1.07    1.46    1.83    2.18    2.60    3.05    3.51
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                361,815 398,099 429,979 216,035 446,881 457,439 466,117 475,726 484,898 581,444 591,706 602,930 614,034
TOTAL REVENUE/SF               14.72   16.20   17.50    8.79   18.19   18.61   18.97   19.36   19.73   23.66   24.08   24.54   24.99

ALTERATIONS                        0       0       0       0 334,866       0       0       0       0       0       0       0       0
ALTERATIONS/SF                  0.00    0.00    0.00    0.00   13.63    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00
COMMISSIONS                        0       0       0       0  97,990       0       0       0       0       0       0       0       0
COMMISSIONS/SF                  0.00    0.00    0.00    0.00    3.99    0.00    0.00    0.00    0.00    0.00    0.00    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                             PACE 10

10. SUITE varies    LEASE-UP (5-yr)        OCCUPIES    1,796 SF ( 1.79% OF NRA )
    BASE LEASE FROM OCT 1996 TO SEP 2001

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                  23,348  28,018  28,018  28,018  28,018  26,854  33,276  33,276  33,276  33,276  31,544  40,905  40,905
MINIMUM RENT/SF                13.00   15.60   15.60   15.60   15.60   14.95   18.53   18.53   18.53   18.53   17.56   22.78   22.78
MARKET RENT/SF                 13.32   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                546   1,267   1,843   2,184   2,763     521       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0     408   1,042   1,744   2,414   3,040   1,104     479   1,290
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                 546   1,267   1,843   2,184   2,763     929   1,042   1,744   2,414   3,040   1,104     479   1,290
TOT RECOVERIES/SP               0.30    0.71    1.03    1.22    1.54    0.52    0.58    0.97    1.34    1.69    0.61    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 23,894  29,285  29,861  30,202  30,781  27,783  34,318  35,020  35,690  36,316  32,648  41,384  42,195
TOTAL REVENUE/SF               13.30   16.31   16.63   16.82   17.14   15.47   19.11   19.50   19.97   20.22   18.18   23.04   23.49

ALTERATIONS                    8,980       0       0       0       0  16,265       0       0       0       0  19,994       0       0
ALTERATIONS/SF                  5.00    0.00    0.00    0.00    0.00    9.06    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                    8,405       0       0       0       0   6,738       0       0       0       0   8,283       0       0
COMMISSIONS/SF                  4.68    0.00    0.00    0.00    0.00    3.75    0.00    0.00    0.00    0.00    4.61    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                             PAGE 11


11. SUITE varies    REP 01 OF TEN #10 OCCUPIES          1,796 SF ( 1.79% OF NRA )
    BASE LEASE FROM JAN 1997 TO DEC 2001

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                  16,916  29,998  28,998  28,998  28,998  26,433  34,441  34,441  34,441  34,441  30,317  40,905  40,905
MINIMUM RENT/SF                 9.42   16.15   16.15   16.15   16.15   14.72   19.18   19.18   19.18   19.18   16.88   22.78   22.78
MARKET RENT/SF                  9.42   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0     331     908   1,248   1,828     913       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0     343   1,045   1,716   2,342   1,661     479   1,290
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0     331     908   1,248   1,828     913     343   1,045   1,716   2,342   1,661     479   1,290
TOT RECOVERIES/SP               0.00    0.18    0.51    0.69    1.02    0.51    0.19    0.58    0.96    1.30    0.92    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                 16,916  29,329  29,906  30,246  30,826  27,346  34,784  35,486  36,157  36,783  31,978  41,384  42,195
TOTAL REVENUE/SF                9.42   16.33   16.65   16.84   17.16   15.23   19.37   19.76   20.13   20.48   17.81   23.04   23.49

ALTERATIONS                    9,294       0       0       0       0  16,834       0       0       0       0  19,994       0       0
ALTERATIONS/SF                  5.17    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00   11.13    0.00    0.00
COMMISSIONS                    8,699       0       0       0       0   6,974       0       0       0       0   8,283       0       0
COMMISSIONS/SF                  4.84    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    4.61    0.00    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                             PAGE 12

12. SUITE varies     REP 02 OF TEN #10 OCCUPIES        1,796 SF ( 1.79% OF NRA )
    BASE LEASE FROM APR 1997 TO MAR 2002

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                   9,666  28,998  28,998  28,998  29,998  25,072  34,441  34,441  34,441  34,441  28,701  40,905  40,905
MINIMUM RENT/SF                 5.38   16.15   16.15   16.15   16.15   13.96   19.18   19.18   19.18   19.18   15.98   22.78   22.78
MARKET RENT/SF                  5.38   16.48   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.45   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0     331     908   1,248   1,828   1,636       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0     343   1,045   1,716   2,342   2,519     479   1,290
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0     331     908   1,248   1,828   1,636     343   1,045   1,716   2,342   2,519     479   1,290
TOT RECOVERIES/SP               0.00    0.18    0.51    0.69    1.02    0.91    0.19    0.58    0.96    1.30    1.40    0.27    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                  9,666  29,329  29,906  30,246  30,826  26,708  34,784  35,486  36,157  36,783  31,220  41,384  42,195
TOTAL REVENUE/SF                5.38   16.33   16.65   16.84   17.16   14.87   19.37   19.76   20.13   20.48   17.38   23.04   23.49

ALTERATIONS                    9,294       0       0       0       0  16,834       0       0       0       0       0  19,994       0
ALTERATIONS/SF                  5.17    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00    0.00   11.13    0.00
COMMISSIONS                    8,699       0       0       0       0   6,974       0       0       0       0       0   8,283       0
COMMISSIONS/SF                  4.84    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    0.00    4.61    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                             PAGE 13


13. SUITE varies    REP 03 OF TEN #10 OCCUPIES        1,797 SF ( 1.79% OF NRA )
    BASE LEASE FROM JUL 1997 TO JUN 2002

<CAPTION>
                               FY97    F798    FY99    FY 0    FY 1    FY 2    FY 3    FY 4    FY 5    FY 6    FY 7    FY 8    FY 9
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
MINIMUM RENT                   2,418  29,014  29,014  29,014  29,014  26,596  31,588  34,460  34,460  34,460  34,460  33,567  40,928
MINIMUM RENT/SF                 1.35   16.15   16.15   16.15   16.15   14.80   17.58   19.18   19.18   19.18   19.18   18.68   22.78
MARKET RENT/SF                  1.35   16.47   17.05   17.65   18.27   18.91   19.57   20.25   20.96   21.69   22.46   23.24   24.06
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

EXPNSE RECOVERIES                  0     331     908   1,249   1,829   2,360       0       0       0       0       0       0       0
EXPNSE RECOVERIES                  0       0       0       0       0       0     343   1,046   1,717   2,343   3,093     765   1,291
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL RECOVERIES                   0     331     908   1,249   1,829   2,360     343   1,046   1,717   2,343   3,093     765   1,291
TOT RECOVERIES/SP               0.00    0.19    0.51    0.70    1.02    1.31    0.19    0.58    0.96    1.30    1.72    0.43    0.72
                             ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
TOTAL REVENUE                  2,418  29,345  29,922  30,263  30,843  28,956  31,931  35,506  36,177  36,803  37,553  34,332  42,219
TOTAL REVENUE/SF                1.35   16.33   16.65   16.84   17.16   16.11   17.77   19.76   20.13   20.48   20.90   19.11   23.49

ALTERATIONS                    9,299       0       0       0       0       0  16,843       0       0       0       0  20,005       0
ALTERATIONS/SF                  5.17    0.00    0.00    0.00    0.00    0.00    9.37    0.00    0.00    0.00    0.00   11.13    0.00
COMMISSIONS                    8,704       0       0       0       0       0   6,978       0       0       0       0   8,288       0
COMMISSIONS/SF                  4.84    0.00    0.00    0.00    0.00    0.00    3.88    0.00    0.00    0.00    0.00    4.61    0.00

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
<TABLE>
                                                                                                                             PAGE 14
REPORT TOTAL FOR DOWNTOWN PLAZA (NRA = 100,146 SF)

<CAPTION>
                       FY97        F798        FY99        FY 0        FY 1        FY 2        FY 3
<S>                 <C>         <C>         <C>         <C>         <C>         <C>         <C>
MINIMUM RENT        1,463,679   1,690,422   1,794,229   1,564,159   1,840,236   1,806,724   1,842,061
FREE RENT                   0           0           0           0           0           0           0
MINIMUM RENT/SF         14.62       16.88       17.92       15.62       18.38       18.04       18.39
MARKET RENT/SF          14.80       16.18       16.75       17.33       17.94       18.57       19.22
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------

EXPNSE RECOVERIES      21,110      41,145      57,583      65,310      77,276      68,874      83,608
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL RECOVERIES       21,110      41,145      57,583      65,310      77,276      68,874      83,608
TOT RECOVERIES/SP        0.21        0.41        0.57        0.65        0.77        0.69        0.83
                    ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL REVENUE       1,484,789   1,731,567   1,851,812   1,629,469   1,917,512   1,875,598   1,925,669
TOTAL REVENUE/SF        14.83       17.29       18.49       16.27       19.15       18.73       19.23

ALTERATIONS           349,826           0      43,806     165,032     440,804     274,502      16,843
ALTERATIONS/SF           3.49        0.00        0.44        1.65        4.40        2.74        0.17
COMMISSIONS            59,781           0      18,148      68,372     141,880     113,724       6,978
COMMISSIONS/SF           0.60        0.00        0.18        0.68        1.42        1.14        0.07

<CAPTION>

                       FY 4        FY 5        FY 6        FY 7        FY 8        FY 9
<S>                 <C>         <C>         <C>         <C>         <C>         <C>
MINIMUM RENT        1,779,310   1,777,524   1,940,941   1,969,050   2,129,796   2,152,484
FREE RENT                   0           0           0           0           0           0
MINIMUM RENT/SF         17.77       17.75       19.38       19.66       21.27       21.49
MARKET RENT/SF          19.89       20.59       21.31       22.05       22.83       23.63
                    ---------   ---------   ---------   ---------   ---------   ---------

EXPNSE RECOVERIES     104,080     125,114     129,985     119,358     134,038     169,302
                    ---------   ---------   ---------   ---------   ---------   ---------
TOTAL RECOVERIES      104,080     125,114     129,985     119,358     134,038     169,302
TOT RECOVERIES/SP        1.04        1.25        1.30        1.19        1.34        1.69
                    ---------   ---------   ---------   ---------   ---------   ---------
TOTAL REVENUE       1,883,390   1,902,638   2,070,926   2,088,408   2,263,834   2,321,786
TOTAL REVENUE/SF        18.81       19.00       20.68       20.85       22.61       23.18


ALTERATIONS           145,005     196,005     125,822     313,029      39,999      62,970
ALTERATIONS/SF           1.45        1.96        1.26        3.13        0.40        0.63
COMMISSIONS            48,762      81,204      52,127     129,685      16,571      26,087
COMMISSIONS/SF           0.49        0.81        0.52        1.29        0.17        0.26

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                  PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA
             Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2005)

                         Sale Price(000's)/Terminal Cap
                          11,855   11,262   10,726   10,239    9,793    9,385
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
- --------------------------------------------------------------------------------
           10.50           9,062    8,820    8,602    8,403    8,222    8,056
                           8.92     9.16     9.40     9.62     9.83    10.03
           11.00           8,785    8,553    8,343    8,153    7,979    7,819
                           9.20     9.45     9.69     9.91    10.13    10.34
           11.50           8,519    8,296    8,095    7,912    7,745    7,591
                           9.49     9.74     9.98    10.21    10.44    10.65
           12.00           8,263    8,050    7,856    7,680    7,520    7,373
                           9.78    10.04    10.29    10.52    10.75    10.96
           12.50           8,018    7,813    7,627    7,458    7,304    7,162
                          10.08    10.34    10.60    10.84    11.07    11.28
           13.00           7,782    7,585    7,406    7,244    7,096    6,960
                          10.38    10.65    10.91    11.16    11.39    11.61

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                  PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA
             Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2006)

                         Sale Price(000's)/Terminal Cap
                          11,736   11,149   10,618   10,135    9,695    9,291
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
- --------------------------------------------------------------------------------
           10.50           8,909    8,693    8,497    8,320    8,157    8,008
                           9.07     9.30     9.51     9.171   9.91     10.09
           11.00           8,618    8,412    8,225    8,055    7,899    7,757
                           9.38     9.61     9.83    10.03    10.23    10.42
           11.50           8,340    8,142    7,963    7,801    7,652    7,516
                           9.69     9.93    10.15    10.36    10.56    10.75
           12.00           8,073    7,884    7,713    7,558    7,416    7,286
                          10.01    10.25    10.48    10.69    10.90    11.09
           12.50           7,818    7,637    7,473    7,325    7,189    7,065
                          10.34    10.58    10.81    11.03    11.24    11.44
           13.00           7,573    7,400    7,244    7,102    6,972    6,853
                          10.67    10.92    11.16    11.38    11.59    11.79

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                  PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA
             Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2007)

                         Sale Price(000's)/Terminal Cap
                          13,162   12,504   11,908   11,367   10,873   10,420
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
- --------------------------------------------------------------------------------
           10.50           9,199    8,979    8,781    8,600    8,435    8,284
                           8.79     9.00     9.20     9.40     9.58     9.76
           11.00           8,875    8,666    8,477    8,305    8,149    8,005
                           9.11     9.33     9.53     9.73     9.92    10.10
           11.50           8,566    8,367    8,188    8,024    7,875    7,738
                           9.43     9.66     9.87    10.07    10.26    10.44
           12.00           8,272    8,083    7,911    7,756    7,614    7,484
                           9.77    10.00    10.22    10.42    10.61    10.80
           12.50           7,991    7,811    7,648    7,500    7,364    7,240
                          10.11    10.35    10.57    10.78    10.97    11.16
           13.00           7,723    7,551    7,396    7,255    7,126    7,008
                          10.46    10.70    10.93    11.14    11.34    11.53

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                  PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA
             Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2008)

                         Sale Price(000's)/Terminal Cap
                          13,420   12,749   12,142   11,590   11,086   10,624
            IRR            9.50    10.00    10.50    11.00    11.50    12.00
- --------------------------------------------------------------------------------
           10.50           9,221    9,018    8,835    8,669    8,516    8,377
                           8.76     8.96     9.15     9.32     9.49     9.65
           11.00           8,877    8,685    8,512    8,354    8,210    8,078
                           9.10     9.31     9.49     9.67     9.84    10.00
           11.50           8,550    8,369    8,204    8,055    7,918    7,793
                           9.45     9.66     9.85    10.03    10.21    10.37
           12.00           8,240    8,068    7,912    7,770    7,641    7,522
                           9.81    10.02    10.21    10.40    10.58    10.74
           12.50           7,945    7,781    7,634    7,499    7,377    7,264
                          10.17    10.39    10.59    10.78    10.96    11.12
           13.00           7,664    7,509    7,369    7,242    7,125    7,019
                          10.55    10.76    10.97    11.16    11.34    11.51

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                  PURCHASE/SALE YIELD TABLE FOR DOWNTOWN PLAZA
             Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2009)

                         Sale Price(000's)/Terminal Cap
                          12,912   12,267   11,683   11,152   10,667   10,222
           IRR             9.50    10.00    10.50    11.00    11.50    12.00
- --------------------------------------------------------------------------------
           10.50           9,022    8,846    8,686    8,541    8,409    8,287
                           8.96     9.14     9.30     9.46     9.61     9.75
           11.00           8,672    8,506    8,356    8,219    8,094    7,980
                           9.32     9.50     9.67     9.83     9.98    10.13
           11.50           8,341    8,184    8,042    7,913    7,796    7,688
                           9.69     9.87    10.05    10.21    10.37    10.51
           12.00           8,027    7,879    7,745    7,624    7,512    7,411
                          10.07    10.26    10.43    10.60    10.76    10.91
           12.50           7,729    7,590    7,463    7,349    7,244    7,148
                          10.46    10.65    10.83    11.00    11.16    11.31
           13.00           7,447    7,315    7,196    7,087    6,988    6,898
                          10.85    11.05    11.23    11.40    11.56    11.72

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                QUALIFICATIONS OF APPRAISER
================================================================================

                                                              James W Myers, MAI

Cushman & Wakefield - Senior Director
March 1994 to Present

Professional Affiliations

     Member of the Appraisal Institute (MAI Designation No. 09296)
     Certified Real Estate Appraiser - (ID# AG002662)

Real Estate Experience

     Cushman & Wakefield - Director
     May 1992 - April 1994

     Cushman & Wakefield - Associate Director
     January 1989 - May 1992

     Cushman & Wakefield - Appraiser October 1986 to January 1989. Property
     types appraised include office, retail, and industrial developments,
     hotels, residential income, and special purpose properties.

     Donahue and Company, Inc. - Newport Beach - Appraiser January, 1985 - 1986.
     Appraiser emphasis on eminent domain litigation, special purpose and
     problem properties, easement valuation, and full and partial property
     damages.

     Experience includes appraisal of the following types of property:

     Office Buildings                   Medical Buildings
     Apartment Buildings                Residential Subdivisions
     Shopping Centers                   Vacant Land
     Hotels                             Industrial Warehouses
     Department Stores                  Industrial Parks
     Auto Sales Facilities              Condominium Complexes
     Multi-Use Buildings

     Primary area of specialization has been major office buildings throughout
     southern California, with particular emphasis on appraising office
     buildings located along the Wilshire Boulevard corridor, extending from
     downtown Los Angeles to West Los Angeles.

Education

     Bachelor of Arts (English Literature), 1975
     Kenyon College, Gambier, Ohio

     American Institute of Real Estate Appraisers Courses:
          Real Estate Appraisal Principles
          Basic Valuation Procedures
          Capitalization Theory and Techniques, Parts A & B
          Standards of Professional Practice
          Valuation Analysis and Report Writing
          Case Studies in Real Estate Valuation


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                QUALIFICATIONS OF APPRAISER
================================================================================

                                                                   Miles Loo, Jr

Professional Affiliations

     State of California Provisional Real Estate Appraiser (ID #AP 023313)
     Associate Member of the Appraisal Institute (ID# M950226)
     State of California Real Estate Broker License (ID #01115873)


Real Estate Experience

     Associate Real Estate Appraiser - Cushman & Wakefield of California, Inc.,
     Los Angeles Valuation Advisory Services
     May 1995 to Present

     Real Estate Broker - Good Land Realty Corporation, Los Angeles
     August 1991 to Present

     Experience includes appraisal of the following types of property:

     Office Buildings                            Medical Buildings
     Regional Shopping Centers                   Commercial Land
     Neighborhood Shopping Centers               Subdivision Lots
     Specialty Retail Centers                    Special Purpose


Education

     California State University of Los Angeles, Los Angeles, CA
     Bachelor of Science, Business Administration 1995
     Emphasis in Business Arts / Pre-Legal

     University Programs, Inc., Oxnard, CA
     Certificate for Real Estate Broker License 1994
     Certificate for Real Estate Appraisal License 1993

     Glendale Community College, Glendale, CA
     Associate Arts Degree 1991
     Graduated with a Business Curriculum

     Real Estate Courses:
          Real Estate Appraisal I                Real Estate Finance
          Real Estate Appraisal II               Real Estate Law
          Real Estate Escrow                     Real Estate Principles

     Appraisal Institute Courses:
          I-310 - Basic Income Capitalization
          I-410 - Standards of Professional Practice, Part A
          I-510 - Advanced Income Capitalization


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                                   =============================================

                                   COMPLETE APPRAISAL OF REAL PROPERTY

                                   The Esplanade Shopping Mail
                                   West Esplanade Avenue
                                   Kenner, Jefferson Parish, Louisiana


                                   SELF-CONTAINED FORMAT OF REPORT
                                   =============================================

                                   As of April 25, 1996



                                   Prepared For:

                                   Cadillac Fairview
                                   20 Queen Street West, 4th Floor
                                   Toronto, Ontario, M5H3R4

                                   Prepared By:

                                   Cushman & Wakefield of Connecticut, Inc.
                                   Valuation Advisory Services
                                   Four Stamford Plaza, 8th Floor
                                   107 Elm Street
                                   Stamford, Connecticut 06902


<PAGE>

                                                                   
Cushman & Wakefield of Connecticut, Inc.                            CUSHMAN &
Valuation Advisory Services                                         WAKEFIELD(R)
Four Stamford Plaza, 8th Floor
107 Elm Street
Stamford, CT 06902
Tel: (203) 326-5845
Fax: (203) 348-6203

May 24, 1996



Mr. John MacDonald
Cadillac Fairview U.S., Inc.
20 Queen Street West, 4th Floor
Toronto, Ontario M5H3R4

Re:  Complete Appraisal Of Real Property
     Self-Contained Format
     The Esplanade Shopping Mail
     Town of Kenner
     Jefferson Parrish, Louisiana

Dear Mr. MacDonald:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Connecticut, Inc. is pleased to transmit our
self-contained appraisal report estimating the market value of the leased fee
estate in the Esplanade Mall.

     The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report This report was prepared for Cadillac Fairview and is intended only for
its specified use. It may not be distributed to or relied upon by other persons
or entities without written permission of Cushman & Wakefield of Connecticut,
Inc.

     This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision.

     The property was inspected by and the report was prepared by Vincent S.
Maniscalco under the supervision of Richard W. Latella, MAI.


<PAGE>


Mr. John MacDonald
Cadillac Fairview U.S., Inc.
June 24,1996
Page 2

     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of April 25, 1996, was:

                             EIGHTY MILLION DOLLARS

                                  ($80,000,000)

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF CONNECTICUT, INC.



/s/ Vincent S. Maniscalco                         /s/ Richard W. Latella, MAI
- -------------------------                         ---------------------------
Vincent S. Maniscalco                             Richard W. Latella, MAI
Associate Director                                Senior Director
Valuation Advisory Services                       Valuation Advisory Services
                                                  Reviewed and Approved
                                                  Without Inspection



VSM/RWL/mlr
CT96-063


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Mr. John MacDonald
Cadilac Fairview U.S., Inc.
June 24, 1996
Page 2

     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of April 25, 1996, was:

                             EIGHTY MILLION DOLLARS

                                  ($80,000,000)

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF CONNECTICUT, INC.




Vincent S. Maniscalco                             Richard W. Latella, MAI
Associate Director                                Senior Director
Valuation Advisory Services                       Valuation Advisory Services
                                                  Reviewed and Approved
                                                  Without Inspection



VSM/RWL/mlr
CT96-063


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                 The Esplanade

Location:                      West Esplanade Avenue
                               Town of Kenner
                               Jefferson Parish, Louisiana

Assessor's Parcel Number:      B-1-Al-lA-D       Mail & Underlying land
                               B-1-A1-1A         Vacant Land
                               B-1-Al-1A         Vacant Land
                               B-1-A1-1A-5D      Vacant Pad Site
                               B-1-Al-lA-6D      Vacant Pad Site
                               B-1-Al-2          Dillard's
                               B-1-Al-3          Mervin's
                               B-1-Al-4          Macy's

Interest Appraised:            Leased fee estate

Date of Value:                 April 25, 1996

Date of Inspection:            April 25, 1996

Ownership:                     CF Kenner Associates

Land Area:                     The subject property is located on a    
                               80.23+/- acre site, of which 54.2+/-    
                               acres is owned by the CK Kenner         
                               Associates. The remainder of the site is
                               owned by the three anchor tenant stores.

Zoning:                        PUD, Planned Urban Development

Highest and Best Use:
      If Vacant:               Build-to-suit retail development

      As Improved:             Continued retail use

Improvements
       Type:                   Two-story regional shopping mall with three
                               anchor tenant stores.

       Date of Construction:   1985-1986

Building Area:
Anchor Tenants
      Dillard's(1):             177,940+/- sf
      Mervin's:                 235,518+/- sf
      Macy's:                    84,082+/- sf
      Dillard's Men's Shop       46,000+/- sf
                                ----------
      Total Anchor GLA:         544,140+/- sf


- ----------
(1)  The Dillard's, Mervin's and Macy's stores are all owned by the respective
     retailer and are not part of subject of this appraisal. Dillard's Men's
     Shop is owned by the developer and is part of the subject.


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

Mall Stores:                             366,415+/-sf

Total Esplanade Mall:                    910,555+/-sf

Total Appraised GLA:                     413,015+/-sf

Mall Shop Ratio:                         40.24%

Operating Data and Forecast
     Vacancy:                            67,149+/- square feet
     Current Occupancy:                  81.67% (based on Mall Shop GLA)
     Forecasted Stabilized Occupancy:    90.0% (based on Mall Shop GLA inclusive
                                         of downtime between leases)
     Date of Stabilized Occupancy:       July 1999

Operating Expenses                       Annual Amount             Unit Rate
     C&W Forecast:                       $4,444,190                   $12.13
     Budget 1996:                        $4,434,329                   $12.10
     Actual 1995:                        $4,296,440                   $11.73
     Actual 1994:                        $4,485,397                   $12.24

Value Indicators
     Cost Approach:                      N/A

     Sales Comparison Approach:          $78,500,000 - $82,600,000

     Income Approach
          Discounted Cash Flow:          $78,100,000
          Direct Capitalization:         $77,000,000

Investment Assumptions
     Holding Period
          Calendar Year Basis:           10 years
     Rent Growth Rate:                   2% in year 1, 3.0% thereafter
     Expense Growth Rate:                3.0%
     Tax Growth Rate:                    3.0%
     Miscellaneous Income:               3.0%
     Sales Growth Rate:                  3.0%

     Tenant Improvements
          Turnover Space:                $10.00/SF
          Rollover Space:                $ 2.00/SF

     Commissions
          Turnover:                      $ 3.50/SF
          Rollover:                      $ 1.50/SF


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

     Vacancy between Leases:                       8 months
     Renewal Probability:                          70%
     Terminal Capitalization Rate:                 9.25%
     Cost of Sale at Reversion:                    2.0%
     Discount Rate:                                11.75%
     Indicated Value:                              $80,200,000

Value Conclusion:                                  $80,000,000

Resulting Indicators
     Calendar Year 1996 Net Income:                $7,250,461
     Implicit Overall Rate:                        9.06%
     Price Per Square Foot of Mail GLA:            $218.33
     Price Per Square Foot of Owned GLA:           $193.70

Exposure Time Implicit In
     Market Value Conclusion:                      Not more than 12 months

Special Risk Factors:                              None

     Special Assumptions:

1.   Throughout this analysis, we have relied upon information provided by
     ownership and management which we assume to be accurate. All tenant
     specific assumptions are identified within the body of this report.

2.   We have been provided with a rent roll and lease abstracts for all leases
     in the mall. We have reviewed a sampling of actual lease documents and
     found no meaningful discrepancies. We have reviewed all anchor lease
     documents, as well as the abstracts provided by ownership which we assume
     are accurate. Furthermore, we assume that any existing REAs and operating
     covenants as portrayed herein are in full force and effect.

3.   The existing operating covenants with Dillard's and Macy's will expire in
     October 2005 and September 2001, respectively. It is an assumption of this
     report that the operating covenants are renewed at terms similar to the
     existing agreements. The anchor tenants are not obligated to report sales
     and as such the performance of these tenants is not known, however the
     overall performance of the center would suggest that continued operation of
     the anchors is economically feasible. The existing operating covenants
     require the anchors to make contributions to common area maintenance of
     $0.30 to $0.51 per square foot, which is supported by market parameters.
     Therefore renewal of the existing covenants appears reasonable.

4.   The forecasts of income, expenses, and absorption of vacant space included
     herein are not predictions of the future. Rather, they are our best
     estimates of current market thinking on future income, expenses, and
     demand. We make no warranty or representation that these forecasts will
     materialize.


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

5.   During 1990, the Americans With Disabilities Act (ADA) was passed by
     Congress. This is Civil Rights legislation which, among other things,
     provides for equal access to public places for disabled persons. It applied
     to existing structures as of January 1992 and new construction as of
     January 1993. Virtually all landlords of commercial facilities and tenants
     engaged in businesses that serve the public have compliance obligations
     under this law. While we are not experts in this field, our understanding
     of the law is that it is broad-based, and most existing commercial
     facilities are not in full compliance because they were designed and built
     prior to enactment of the law. We noticed no additional, "readily
     achievable barrier removal" problems but we recommend a compliance study be
     performed by qualified personnel to determine the extent of non-compliance
     and cost to cure.

     We understand that, for an existing structure like the subject, compliance
     can be accomplished in stages as all or portions of the building are
     periodically renovated. The maximum required cost associated with
     compliance-related changes is 20% of total renovation cost. A prudent owner
     would likely include compliance-related charges in periodic future common
     area and tenant area retrofit. We consider this in our future projections
     of capital expenditures and retrofit allowance costs to the landlord.

     At this time, most buyers do not appear to be reflecting future ADA
     compliance costs for existing structures in their overall rate or price per
     square foot decisions. This is recent legislation and many market
     participants are not yet fully aware of its consequences. We believe that
     over the next one to two years, it will become more of a value
     consideration. It is important to realize that ADA is a Civil Rights Law,
     not a building code. Its intent is to allow disabled persons to participate
     fully in society and not intended to cause undue hardship for tenants or
     building owners.

6.   We are not aware of any current environmental hazards or conditions on or
     about the property that would detract from its market value. Our physical
     inspection gave us no reason to suspect that such conditions might exist.
     However, we are not experts in the detection of environmental contaminants,
     or the cost to cure them if they do exist. We recommend that appropriate
     experts be consulted regarding these issues. Our analysis assumes that
     there are no environmental hazards or conditions affecting the property.

7.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report. We believe, based on the assumptions
     employed in our cash flow analysis and based on our section of investment
     parameters, for the subject, the value conclusion represents a market price
     achievable within one year's exposure time on the open market.



                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF THE SUBJECT PROPERTY                                            1

INTRODUCTION.
     Identification of the Subject Property                                    3
     Property Ownership and Recent History                                     3
     Operating Covenants                                                       3
     Purpose, Function, and Scope of the Appraisal                             3
     Extent of the Appraisal Process                                           3
     Date of Value and Property Inspection                                     5
     Property Rights Appraised                                                 6
     Definitions of Value, Interest Appraised, and Other Pertinent Terms       6
     Legal Description                                                         7

REGIONAL ANALYSIS                                                              8

NEIGHBORHOOD ANALYSIS                                                         17

RETAIL MARKET ANALYSIS                                                        19

PROPERTY DESCRIPTION
     Site Description                                                         47
     Improvements Description                                                 48

REAL PROPERTY TAXES AND ASSESSMENTS                                           52

ZONING                                                                        53

HIGHEST AND BEST USE                                                          54

VALUATION PROCESS                                                             56

VALUATION PROCESS
     Sales Comparison Approach
     Income Approach

RECONCILIATION AND FINAL VALUE ESTIMATE

ASSUMPTIONS AND LIMITING CONDITIONS

CERTIFICATION OF APPRAISAL

ADDENDA


                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================



                                     [PHOTO]

                               [GRAPHICS OMITTED]



               Exterior View of Western Exposure Looking Northeast




                                     [PHOTO]

                               [GRAPHICS OMITTED]



               Exterior View of Eastern Exposure Looking Northwest



================================================================================

                                       -1-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Photographs of the Subject Property
================================================================================



                                     [PHOTO]

                               [GRAPHICS OMITTED]



                         Exterior View of Mervyn's Store




                                     [PHOTO]

                               [GRAPHICS OMITTED]



                          Exterior View of Macy's Store

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                                       -2-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Photographs of the Subject Property
================================================================================



                                     [PHOTO]

                               [GRAPHICS OMITTED]



                        Exterior View of Dillard's Store




                                     [PHOTO]

                               [GRAPHICS OMITTED]



                           Interior View of Main Court

================================================================================

                                       -3-


                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    INTRODUCTION
================================================================================

Identification of the Subject Property

     The subject property is the Esplanade Shopping Mall, an enclosed regional
shopping center located along West Esplanade Avenue in the City of Kenner,
Jefferson Parish, Louisiana. Developed in 1985 by Cadillac Fairview, the subject
contains a total gross leasable area (GLA) of 910,555+/- square feet and is
situated on a 80.23+/- acre site. Anchor stores occupy 544,140+/- square feet or
59.8 percent of the center's total area. The Dillard's, Mervin's and Macy's
stores are individually owned and excluded from this appraisal. The only anchor
tenant store included in this appraisal is the Dillard's Men's Store (46,600 SF)
which is owned by Cadillac Fairview. Mall stores, inclusive of kiosks, amount to
366,415+/- square feet or 40.24 percent of the center's total area. The total
GLA appraised is therefore 413,015+/- square feet.

     The Esplanade Mall is the focal point of regional retail activity for a
trade area extending for approximately 25 miles around the subject. Occupancy
levels have fluctuated but tend to fall in the 85 to 90 percent range. As of the
date of inspection, the mail was 81.67 percent occupied based upon 67,149+/-
square feet of vacant space and a mall GLA of 366,415+/- square feet.

Property Ownership and Recent History

     The subject property was developed by Cadillac Fairview of Kennesaw,
Georgia from 1985 to 1986. The Cadillac Fairview has owned the center since that
time. We are not aware of any ownership transfers over the last three years.
According to representatives of the owners, the subject property is not
presently under contract or listed for sale.

Operating Covenants

     According to information provided by Cadillac Fairview, each of the anchor
tenants is encumbered by an operating covenant which requires them to
continuously operate as a department store. The expiration of each operating
covenant is provided in the following table:


                  =======================================
                  Store                Expiration
                  =======================================
                  Dillard's            October 31, 2005
                  Mervin's             October 31, 2010
                  Macy's               September 30, 2001
                  =======================================
        

Purpose, Function, and Scope of the Appraisal

     The purpose of this appraisal is to estimate the market value of the leased
fee interest in the subject property, as of April 25, 1996, our date of
inspection. The appraisal is to be used to establish asset value for mortgage
collateralization.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we performed the following
tasks:

o    Inspected the exterior of all buildings and site improvements and a
     representative sample of shops.

o    Interviewed a representative of the Cadillac Fairview and Urban Retail
     Properties (Leasing Agent)

o    Reviewed leasing policy, concessions, tenant build-out allowances, and
     history of recent occupancy with the leasing manager.

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                                       -4-


                                                                          
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                                    Introduction
================================================================================

o    Reviewed a detailed history of income and expense (1994-1995 as well as
     Budget 1996) including the budget for planned capital expenditures.

o    Conducted market research of occupancies, asking rents, concessions and
     operating expenses at similar complexes which involved interviews with
     on-site managers and a review of our own data base from previous appraisal
     files.

o    Prepared a ten-year projected cash flow (for the purpose of discounting net
     income to a present value).

o    Reviewed trade area specific data for the property as prepared by Equifax
     National Decision Systems.

o    Conducted market inquiries into recent sales of similar regional malls to
     ascertain sales price per square foot, net income multipliers and
     capitalization rates.

o    Reviewed lease documents, and a representative sample of actual tenant
     leases. We are also provided with lease abstracts, a current rent roll and
     forecasted sales for the tenants.

o    Estimated market rental rates, absorption, and stabilized income and
     expenses for the subject based on available market data and the current
     market thinking relative to growth in market rents and market absorption.

o    Developed a value estimate of the mall through direct sales comparison.

o    Prepared a detailed discount cash flow (DCF) analysis using Pro-Ject + Plus
     software for the purpose of discounting the forecasted net income stream to
     a present value of the leased fee estate for the mall in its "as is"
     condition.

o    Prepared a forecast of income and expenses in connection with preparing an
     estimate of stabilized net income for direct capitalization purposes.

o    Reconciled the value indications and concluded a final value estimate for
     the subject in its "as is" condition.

o    For this assignment, a complete appraisal of the subject property was
     performed with the results conveyed in this self-contained report. A
     complete appraisal involves an estimate of market value without any
     departure from the Uniform Standards of Professional Appraisal Practice
     maintained by the Appraisal Foundation. A self-contained report makes a
     comprehensive presentation of the data and analyses which serve as the
     basis of our conclusion of value for the subject property.

Date of Value and Property Inspection
 
     The subject property was personally inspected by Vincent S. Maniscalco on
April 25, 1996. This date will form the effective date of appraisal. Richard W.
Latella, MAI did not inspect the property but has reviewed and approved the
report.

================================================================================

                                       -5-


                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    Introduction
================================================================================

Property Rights Appraised

     We have appraised a leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

Market Value

     The definition of market value utilized in this report is taken from the
Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation
as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

          1.   Buyer and seller are typically motivated;
                               
          2.   Both parties are well informed or well advised, and acting in
               what they consider their own best interests;

          3.   A reasonable time is allowed for exposure in the open market;

          4.   Payment is made in terms of cash in U.S. dollars or in terms of
               financial arrangements comparable thereto; and
                               
          5.   The price represents the normal consideration for the property
               sold unaffected by special or creative financing or sales
               concessions granted by anyone associated with the sale.

     The definition of the interest appraised which is utilized in this report
is taken from The Dictionary of Real Estate Appraisal, Third Edition (1993),
published by the Appraisal Institute (formerly the American Institute of Real
Estate Appraisers), as follows:

     Leased Fee Estate
     
     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent
     
     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     Cash Equivalent
     
     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Finally, the definition of other pertinent terms taken from another source
for this report is as follows:

================================================================================

                                       -6-


                                                                          
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                                    Introduction
================================================================================

     Market Value As Is
     
     Estimate of the market value of a specified interest in the property in the
     condition observed upon inspection and as it physically and legally exists
     without hypothetical conditions, assumptions, or qualifications as of the
     date of inspection.

Legal Description
     
     A legal description of the subject property is included for reference
purposes among the Addenda to this report.

================================================================================

                                       -7-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               REGIONAL ANALYSIS
================================================================================

     The New Orleans metropolitan area encompasses 4,190+/- square miles and is
situated in the southeastern part of the United States. New Orleans is located
on the Mississippi River, 90 miles upstream from the Gulf of Mexico; about 350
miles east of Houston, Texas; 400 miles south of Memphis, Tennessee; and 150
miles west of Mobile, Alabama. New Orleans has a topography of coastal plains
with large areas of the city below sea level and protected by levees. The City
of New Orleans serves as the region's primary metropolitan center, and is the
largest city in the State of Louisiana.

     The New Orleans metropolitan statistical area (MSA) is the 41st largest MSA
in the country based a total population according to Sales & Marketing
Management 1995 Survey of Buying Power and includes the eight parishes of
Orleans, Jefferson, St. Bernard, St. Charles, St. John, St. James, St. Tammany
and Plaquemines.

Population

     The New Orleans Metropolitan Statistical Area (MSA) has experienced some
erratic population changes over the past few decades.

<TABLE>
<CAPTION>

===============================================================================================================
                                               Population Trends
===============================================================================================================
                                                                                        Percent       Percent
       Area              1980            1990            1996              2001*         Change        Change
                                                                                        1980-1996     1990-1996
===============================================================================================================
<S>                      <C>             <C>             <C>               <C>            <C>           <C>  
City of Kenner           66,372          72,033          74,262            75,556         8.53%         3.09%
- ---------------------------------------------------------------------------------------------------------------
New Orleans MSA       1,308,800       1,285,270       1,310,241         1,324,271        -1.42%         1.94%
- ---------------------------------------------------------------------------------------------------------------
Louisiana             4,205,901       4,219,973       4,334,057         4,398,029         0.33%         2.70%
- ---------------------------------------------------------------------------------------------------------------
 * Projected Sources: Equifax Marketing Decision Systems, U.S Bureau of the Census                
===============================================================================================================
</TABLE>
                                                                               
     As presented in the preceding chart, the New Orleans MSA as a whole
experienced a declining population base during the 1980s. This trend has
reversed itself during the first part of the 1990s with modest gains in
population. In contrast, the City of Kenner has experienced a steadily
increasing population base. During the 1980s the population of Kenner increased
by 5,661 or 8.53% followed by a 3.09% increase during the first half of the
1990s. These rates of growth exceed that of the state as a whole which increased
by 0.33% during the 1980s and 2.70% during the 1990s. Projections by Equifax
Marketing Decision Systems suggest a continuation of this trend with a 2001
population projection of 75,556 for the City of Kenner.

     The preceding table also illustrates the fact that the New Orleans MSA is
the most populous portion of the state representing 30% of the state's total
population.

Income

     Both the City of Kenner's and the New Orleans MSA's residents are slightly
more affluent than those of the State of Louisiana. The New Orleans MSA's 1995
median household Effective Buying Income (EBI) of $34,152 ranks 174th among the
nation's largest 315 metropolitan statistical areas, according to Sales and
Marketing Management's 1995 Survey of Buying Power.


================================================================================

                                       -8-


                                                                          
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                                                     ---------------------------
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<PAGE>


                                                               Regional Analysis
================================================================================


================================================================================
                        Distribution of Household Income
- --------------------------------------------------------------------------------
                                                         New
                                              City of   Orleans     Sate of
                                              Kenner      MSA      Louisiana
- --------------------------------------------------------------------------------
$150,000 or more                               4.76%      3.71%       2.80%
$100,000 to $149,999                           3.60%      4.06%       3.06%
$ 75,000 to $ 99,999                           6.96%      5.87%       4.55%
$ 50,000 to $ 74,999                          19.78%     16.75%      14.81%
$ 35,000 to $ 49,999                          19.15%     15.47%      15.23%
$ 25,000 to $ 34,999                          13.28%     13.01%      13.09%
$ 15,000 to $ 24,999                          13.15%     14.91%      15.96%
$  5,000 to $ 15,000                          13.93%     16.98%      20.31%
Under $5,000                                   5.40%      9.24%      10.18%
- --------------------------------------------------------------------------------
1996 Est. Average HH Income                  $49,933    $44,419     $39,259
1996 Est. Median HH Income                   $38,324    $31,819     $27,716
1996 Est. Per Capita Income                  $18,455    $16,990     $14,653
================================================================================


     As can be seen from the chart above, the income levels in the City of
Kenner and the New Orleans MSA are clustered in the $35,000 to $75,000 brackets
with 38.93% and 32.22% of the area's population in these categories,
respectively.

     Despite fluctuations, New Orleans' residents are generally more affluent
today than they were three years ago. Income levels shifted upward significantly
(14.61 percent) between 1993 and 1995, which is reflective of the diversified
economic base of the New Orleans MSA. As the national economy slowly improves
from its stagnant position, the prospects for continued growth in income levels
within the MSA remains positive.

Retail Sales

     Inconsistent with the decline in population, retail sales within the New
Orleans MSA have increased. According to Sales & Marketing Management retail
sales have increased by 4.19% per annum between 1991 and 1995 and are now
reported at $11.529 billion.

Economic Base and Employment

     Rich natural resources, excellent transportation access, and a skilled
labor force contribute to a strong economic base in the New Orleans Region.
Variety in business, industry and support systems continues to keep the regional
financially stable even in times of high national unemployment or a depressed
economy.

     Four distinct areas of economic strength include:

     o    Maritime/Port-Related Industries
     o    Oil/Gas and Related Industries
     o    Tourism
     o    Ship/Boat-Building & Aerospace Manufacturing

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                                       -9-


                                                                          
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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                               Regional Analysis
================================================================================

     The strong presence of education service industries and
nationally-recognized universities; health services and administration;
professional services; federal government offices and military operations also
strengthen the economic base.

     Oil, Gas and Related Industries, such as oil refining and chemical
production, and maritime-related industries are the largest economic sectors
when measured in terms of basic employment. Each accounts for approximately 19
percent of the area's job base.

     Tourism accounts for about 16 percent followed by 11 percent in
shipbuilding and aerospace (transportation equipment manufacturing). Educational
services accounts for slightly less than 11 percent of employment; business and
professional services represent about 9 percent; the utilities industry
(electricity and natural gas) accounts for 6 percent; Federal and State
Government generate about 4 percent. The balance of the area's job base, about 5
percent, is supported by various other industries (health services, wholesale
trade, etc.).

     Based on the 1991-1994 employment growth rate, the New Orleans Region ranks
25th among all metropolitan areas in the United States with 1 million or more
population. Employment opportunities increased during this three-year period by
4.24 percent (average of 1.4 percent per year). Total employment in the U.S.
during this same period increased by 4.78 percent. From 1993 to 1994, the area's
job growth rate rose to 2.6 percent, ranking 22nd among all metropolitan areas
of 1 or more million and exceeding the growth rates of other southern
metropolitan areas such as Houston, Miami, and Memphis.

     Preliminary reports for 1995 (the most recent information available)
indicate that the Metropolitan Area will have experienced an approximate 1.4 to
1.6 percent employment growth over 1994. A breakdown of the 1990-1995 employment
growth patterns by major industry group is presented in the following table.

================================================================================

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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                               Regional Analysis
================================================================================

<TABLE>
<CAPTION>

============================================================================================================
                                      NEW ORLEANS MSA EMPLOYMENT TRENDS
                                                                                         Change, 1990-1995:
      Total Nonagricultural             1990             1994           1995*           Number       Percent
      ---------------------            -------          -------        -------          ------       -------
<S>                                    <C>              <C>            <C>              <C>            <C>  
    Employment                         556,300          584,500        592,300          36,000         6.47%
  Mining                                17,700           13,500         13,200          -4,500       -25.42%
    Oil/Gas                             17,200           12,800         12,500          -4,700       -27.33%
  Construction                          25,300           27,000         27,200           1,900         7.51%
  Manufacturing                         49,100           48,600         48,100          -1,000        -2.04%
   Durable Goods Mfg.                   24,600           22,600         22,300          -2,300        -9.35%
    Transport. Equip. Mft.              14,300           11,900         11,500          -2,800       -19.58%
     Ship/Boat Bldng & Repair           10,800            9,400          8,900          -1,900       -17.59%
  Nondurable Goods Mfg.                 24,500           26,000         25,800           1,300         5.31%
    Food & Kindred Prds.                 6,300            5,600          5,500            -800       -12.70%
    Oil Ref. & Chem. Mfg.               11,400           12,400         12,300             900         7.89%
  Transport/Comm/Utilities              46,700           43,300         42,200          -4,500        -9.64%
   Railroads                             1,300            1,200          1,200            -100        -7.69%
   Trucking/Warehousing                  8,400            8,000          8,000            -400        -4.76%
   Water Transportation                 15,500           12,500         12,100          -3,400       -21.94%
  Wholesale Trade                       32,200           33,600         33,800           1,600        -4.97%
  Retail Trade                         104,100          111,000        113,400           9,300         8.93%
   Eating & Drinking                    36,200           42,100         44,300           8,100        22.38%
  Finance/Ins./Real Estate              32,200           29,900         29,800          -2,400        -7.45%
  Services                             154,500          175,800        183,300          28,800        18.64%
   Hotel Services                       14,200           14,000         48,500            -200        -1.41%
   Health Services                      41,200           48,000         19,700           7,300        17.72%
   Educational Services                 17,400           19,100         19,700           2,300        13.22%
   Other Services                       81,700           94,700        115,100          33,400        40.88%
  Government                            94,600          101,900        101,300           6,700         7.08%
   Federal                              17,200           16,900         16,900            -300        -1.74%
   State & Local                        77,400           85,000         84,400           7,000         9.04%
    
  *    Figures for 1995 are based on employment through September.
  **   "Other Services" includes Personal Services, Business & Professional Services, Amusement & Recreation
       Services (include. Gaming), and Misc. Services.
  Source: LA. Dept. of Labor
==============================================================================================================
</TABLE>
                           

     Over the past four years, the New Orleans Metropolitan Area has experienced
almost $10 billion in capital investments and $3.3 billion in new contracts
awarded to area companies. For the nine-parish region, this is the highest level
of investment activity recorded in its history (based on dollar values alone).
The total direct employment impact created or anticipated as a result of the
capital investment exceeds 25,300 new permanent jobs. While much of the
employment impact will be realized over an extended period, the recent
accelerated growth rate in the Region's total job base reflects the first impact
stages of the $10 billion in business investment and $3.3 billion in contract
awards.

================================================================================

                                      -11-


                                                                          
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                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
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<PAGE>


                                                               Regional Analysis
================================================================================


================================================================================
               CAPITAL INVESTMENTS & CONTRACTS AWARDED* 1991-1994
                              New Orleans Region
- --------------------------------------------------------------------------------
                                                  Capital          New Permanent
                                            Investment ($000's)     Direct Jobs
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tourism/Entertainment/Gaming                  $  3,372,089.3          13,502
Gaming/Entertainment                          $  1,374,606.5          10,200
          Tourism                             $  1,997,482.8           3,300
Transportation Infrastructure**               $  1,566,572.0             566
Petroleum/Petrochem Mfg.                      $  1,323,902.0             515
Research & Development                        $    995,220.0           3,329
Environmental-Related Projects                $    877,877.5              32
Communications                                $    429,832.3             356
Health Services                               $    404,765.5           1,676
Other Manufacturing                           $    259,244.8           4,296
Warehousing & Distribution                    $     97,637.3             610
Museums/Cultural Facilities                   $     77,100.0              47
All Other Sectors                             $    280,955.5             374
Totals, All Sectors                           $  9,685,196.2          25,303
Contracts Awarded to Region Firms             $  3,330,500.0           4,950
Totals, Cap. Investment & Contract Awards     $ 13,015,696.2          30,253
===============================================================================
Source: Complied by Metro Vision Research Department
*    Investment and jobs data are for projects completed, under way, and planned
     in the 9-Parish Region of Orleans, Jefferson, St. Bernard, St. Charles, St.
     John, St. James, Plaquemines, St. Tammany, and Tangipahoa Parishes.
***  Includes port, airport and highway/roadway improvements.


Labor Force

     The labor force of the nine-parish region is estimated at some 654,400, up
by 5 percent over 1990 (see facing page). For the eight-parish metropolitan
area, the labor force is estimated at approximately 613,000, up by 4.1 percent
from 1990. Unemployment rates have declined since 1994, and are closely in line
with the national average. The unemployed labor force, estimated at 40,000 to
45,000 for the metropolitan area and at 45,000 to 50,000 for the nine-parish
region represents a large pool of available workers for new and expanding
business operations.

     A breakdown of the area labor force by major occupational groups is
presented in the following table which also compares its relative distribution
to the national labor force distribution by occupation.


================================================================================

                                      -12-


                                                                          
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                                                                    WAKEFIELD(R)
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<PAGE>


                                                               Regional Analysis
================================================================================



================================================================================
                            EMPLOYMENT BY OCCUPATION
                              NEW ORLEANS MSA* 1994
                                                          MSA            U.S.
                                          Number      % of Total     % Of Total
                                          ------      ----------     ----------
Managerial/Prof. Specialty                154,033        26.1%         25.2%
Exective/Admin./Managerial                 66,863        11.3%         11.8%
Professional Specialty                     87,170        14.8%         13.4%
Technical/Sales/Admin. Support            201,612        34.2%         31.1%
Technicians & Related Support              21,828         3.7%          3.5%
Sales Occupations                          77,732        13.2%         11.6%
Admin. Support include. Clerical          102,053        17.3%         15.9%
Service Occupations                        90,153        15.3%         13.4%
Farming/Fishing/Forestry                    8,062         1.4%          2.5%
Precision Production/Crafts/Repair         63,069        10.7%         11.3%
Operatives/Fabricators/Laborers            72,806        12.3%         16.6%
Total, All Occupations                    589,735       100.0%        100.0%
- --------------------------------------------------------------------------------
Source: LA.  Dept. of Labor: U.S. Dept. of Commerce
- --------------------------------------------------------------------------------
*    Figures are  estimates by LA Dept. of Labor for 1994; %  distribution  for
     U.S. is from 1990 census.
================================================================================

     The above average concentration of workers in professional specialties,
technicians, administrative support, and service occupations reflects the
structure and industrial characteristics of the economy. These patterns also
represent many of the strengths of the labor force in attracting and supporting
business investment and expansion.

Transportation

     The New Orleans metropolitan area is well served by the Interstate Highway
System. Interstate 10, which traverses the southern portion of the United States
and the State of Louisiana, travels west/east through the New Orleans area. Both
Interstate 55 and 59 lead into Interstate 10 within the greater New Orleans
area. Interstate 55 travels south from Nashville, Tennessee through Jackson,
Mississippi to Interstate 10. Interstate 59 travels south from Birmingham,
Alabama to Interstate 10.

     The metropolitan area is also well served by a number of U.S. Highways,
State and Local Routes. U.S. Highway 90 - Westbank Expressway travels east/west
through the New Orleans metropolitan area. Another major U.S. route that
services the City is U.S. Highway 60 - Airline Highway which travels east/west.
Major local state highways that serve the metropolitan area include State
Highway 428 - General DeGaulle Drive; State Highway 23 - Belle Chasse Highway,
and State Highway 48 - Jefferson Highway. The various Interstate Highways, U.S.
Highways and the state and local routes combine to provide an efficient highway
network service in the metropolitan area.

     The New Orleans International Airport offers passengers direct air service
to 37 major U.S. cities and 29 foreign countries. Approximately seven million
domestic and international passengers arrive and depart annually on an average
of 428 daily flights. New concourse construction now underway will increase the
number of airline boarding gates from 40 to 45. Domestic and international air
freight services are provided by 22 airlines. A $500 million capital expansion
program is underway at New Orleans International, including new and extended
runways, taxiway, temperature-controlled air cargo facilities, access roads, and
other major improvements.

================================================================================

                                      -13-


                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

     In addition, the New Orleans Lakefront Airport, serves general aviation,
corporate, and private aircraft, while other general aviation facilities serve
outlying communities in the Region. Alvin Callender Naval Air Station serves as
a joint use training facility for the reserve units of the various military
services.

     The Port of New Orleans has deep water access and is located at the
confluence of two inland waterway systems, the Mississippi River and the Gulf
Intracoastal Waterway. The combined tonnage of public and private port terminals
in the area exceeds that of all other United States ports. Additionally, the
Port of New Orleans operates a Foreign Trade Zone, and a similar facility is
planned by the South Louisiana Port Commission (St. Charles, St. John the
Baptist and St. James Parishes). These zones enable foreign goods to be brought
into the area without formal customs entry and the payment of duty and taxes
until and unless they leave the zone for a United States destination. No duties
are paid on merchandise exported from the zone. While in the zone, the goods may
be consolidated, processed, reassembled, repackaged, and commingled with
domestic goods, used in manufacturing, repaired or simply stored until such time
as they are needed.

     The region's port is among world leaders in terms of cargo tonnage handled
both in foreign trade and domestic shipping. More than 4,000 ships call at
deep-water ports in the region each year. Access to the Mississippi River
waterway system and to the Gulf Intracoastal Waterway provides low-cost per
ton-mile barge transportation. As the principal seaport of the vast U.S.
mid-continent manufacturing and agricultural heartland, the region's port
terminals link major U.S. industries and markets to Europe, Asia, Africa and
Latin America.

     A five-year $200 million capital improvement program is underway at the
Port of New Orleans, creating new super terminals, heavy-duty docks, and
wharves. The adjoining Port of South Louisiana is developing a new intermodal
cargo terminal on the Mississippi River known as "Globalplex." These capital
expansions will ensure the status of the New Orleans region as a leader among
world ports.

     Six major truckline railroads serve the region's industries and ports,
providing single carrier access to virtually all of America's major markets. The
Southern Pacific and Union Pacific link the region to the western United States.
The Illinois Central and Kansas City Southern serve the central United States.
CSX Transportation and Norfolk Southern serve the eastern United States. These
railroads receive and deliver cargo from port terminals and industrial plants,
and interchange both domestic and international cargo for distribution
throughout the U.S. The New Orleans Public Belt Railroad links all six truckline
railroads With maritime terminals and industrial facilities. More than 400
trains arrive and depart weekly over these six trucklines railroads; the number
of railcars moving through the New Orleans gateway averages about 8,800 per day.

     In addition to the extensive rail freight services, each week 34 Amtrak
trains carry passengers to and from the metropolitan area.

     Railroads, cars, trucks, ships, and planes provide an effective
transportation system that links the people and businesses of metropolitan New
Orleans within a 500 miles radius of 10.5 percent of the U.S. metropolitan
population.

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                                      -14-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

Educational Facilities

     The region has private and state run colleges and universities in addition
to many vocational technical and career-oriented schools. New Orleans has 146
schools serving 84,609 students. Colleges include Tulane University (11,241),
Loyola University (4,952) and the University of New Orleans (16,076).

Culture & Recreation

     New Orleans is a historically rich city and is world renown for its Cajun
and Creole cuisine, Dixieland jazz, the French Quarter and Mardi Gras. The most
famous is probably the French Quarter. The French Quarter was founded in 1718,
and the 10 by 15-block area comprises the original city of New Orleans. Today,
it is a popular tourist destination, as well as being an important residential
area and commercial area. It abounds with historic structures such as St. Louis
Cathedral and the Pontalba Apartments (dating from 1850 and said to be the
oldest apartment in North America).

     The "Jax" brewery festival marketplace is located in the French Quarter and
represents a $70 million restoration of the former Jax (beer) Brewery. It
contains in excess of 245,000 square feet and now houses specialty shops and
restaurants.

     The newest addition to the French Quarter is the $40 million, 16-acre
Aquarium of the Americas. This consists of a 117,000+/- square foot, three story
building containing 82 tanks. Other attractions in the French Quarter include
Jackson Square, the French Market, Cafe Du Monde, numerous antique shops, and of
course Bourbon Street. In addition, many festivals are staged throughout the
year in the French Quarter.

     Mardi Gras is a pre-Lenten celebration held annually in New Orleans. It is
characterized by parades, balls and, in general, unrestrained merry-making. It
draws people from all over the world and may be aptly described as "the greatest
free show on earth."

     Future projects for the city include the construction of a 20,000-seat
enclosed stadium to be located near the New Orleans Superdome. Government and
business leaders hope that the proposed arena would attract a National
Basketball Association or National Hockey League franchise. This facility would
also be well suited for concerts and annual events such as the circus.
Construction is estimated to cost $85 million and would be paid for by
refinancing the Superdome bonds. It is hoped that a 20,000-seat arena would fill
a gap in entertainment facilities and be better suited for events too small for
the Superdome or the Convention Center. This new facility is projected to
generate approximately $200 million in spending after construction. However,
opponents believe that much of the projected revenues would be taken away from
the Superdome or other local arenas. The new arena has political support and
construction funds could be available. This project, however, may be
overshadowed by the extremely profitable casino and riverboat gambling which has
recently been approved for New Orleans by both the state and city. No
construction schedule has been established for the proposed arena.

Gambling

     The City of New Orleans is on the brink of the most dynamic economic and
social change in its recent history. The State Legislature legalized casino
gambling during the summer of 1992 and New Orleans, with the French Quarter and
a major portion of its economy oriented toward tourism, has the potential to be
the most prominent gambling city in the South. Louisiana has had

================================================================================

                                      -15-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

legal horse-racing for years; however, the potential of monumental economic gain
from casino gambling for the state, city and casino developers has attracted the
attention of most major casino operators from Las Vegas and Atlantic City. New
Orleans business and government leaders see the proposed casino as an
alternative to the struggling oil production and exploration business, which has
been an important part of the New Orleans economy for years. Most New Orleans
officials are optimistic about the economic influence of gambling; however,
there are factions opposed because of the possible negative effects of the
monumental economic and social influences of a New Orleans casino.

Conclusions

     New Orleans is showing continuing signs of emerging from a recessionary
period which began in the latter part of the 1980s. The overall real estate
market has improved slightly over the last few years with improving occupancy
levels and higher rental rates. The oil-related business, which has been New
Orleans' mainstay, is still depressed and it is not likely that it will recover
to the healthy economic levels of a decade ago. Tourism, hospitality, convention
and sporting events are now more important parts of the local economy.

     The New Orleans economy is being re-ordered around casino and riverboat
gambling. The State of Louisiana and City of New Orleans have legalized and
permitted a 200,000 square foot casino and approximately four gaming riverboats.
Government and business leaders hope that gambling revenue will revitalize the
city and create new jobs for city residents. Construction is to begin during
1994, and the casino is scheduled to open in 1995. Major business and economic
changes will undoubtedly occur as the city shifts from a more traditional
economy centered around oil and gas to a gambling-oriented economy.

     As we foresee a slow economic growth condition, it is our opinion that the
long-term prospect for net appreciation in commercial and residential real
estate values remain good. The long-term prospects for the New Orleans regional
area is promising as its economic base continues to diversify and expand. The
New Orleans metropolitan area should be able to sustain growth in the future by
attracting major industries and retailers and maintaining a strong labor force.

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                                      -16-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                           NEIGHBORHOOD ANALYSIS
================================================================================

General

     A neighborhood is defined in terms of characteristics, trends and groupings
of similar or complimentary land uses. As a regional center, the subject serves
a much larger market than its immediate neighborhood. Essentially, the subject
can be defined as one of the principal retail destination centers for an area
that encompasses the western portion of the New Orleans MSA. It has excellent
regional accessibility by virtue of its location near Interstate 10 and is
located approximately fifteen miles west of the New Orleans Central Business
District in the City of Kenner. Nonetheless, a discussion of the local environs
is an important element in a total analysis of the subject property.

Neighborhood Characteristics

     The subject enjoys extensive frontage along West Esplanade Avenue and is
also accessible from Williams Boulevard via 32nd Street. Both West Esplanade
Avenue and Williams Boulevard are commercial arterials that are primarily
developed with retail, professional office and other service type uses. The New
Orleans International Airport is located approximately 1/4 mile south of the
subject and is considered the dominant land use in the neighborhood. Due to the
presence of the airport, several hotels and restaurants are located in the area.

     The secondary arteries are primarily residential in nature. Development
along these arteries ranges from high density multi-family complexes to
single-family homes. The area south of the subject, between Veterans Memorial
Highway and the airport is currently being purchased on a home by home basis by
the airport as a concession to the residents for the increased noise levels
generated by the greater airport traffic. This will reduce the population base
in the immediate area, however, these residents will mostly likely be displaced
to other locations in the subject's trade area. As such the overall impact on
the subject property will be minimal.

     The subject's neighborhood is generally an older established area which has
been densely developed for numerous years. As such land is not readily available
for new development. In exception to this, our discussions with City officials
indicated two new developments in the City. A 266 unit, luxury apartment complex
is planned for the intersection of West Esplanade Avenue and Loyola Drive. While
a 147 lot single-family subdivision is under construction near Lake
Pontchartrain.

Neighborhood Access

     The neighborhood is afforded good local and regional access. West Esplanade
Avenue is a four-lane primary roadway which facilitates east/west traffic
through the City of Kenner and neighboring Metaire. The subject property has
extensive frontage along this artery, the majority of which has been developed
with outparcels. However, during the development of the center, care was taken
not to obstruct the visibility of the center and in particular the Macy's store.
As such visibility of the center from West Esplanade Avenue is rated good.

     Williams Boulevard is a major traffic bearer, which traverses the City of
Kenner in a north/south direction. The subject property has no direct frontage
along Williams Boulevard, but is accessible via 32nd Street. As such the
subject's exposure along Williams Boulevard is limited to a sign pylon located
at the intersection of 32nd Street and William's Boulevard. Williams Boulevard
intersects with I-10 approximately three blocks south of the subject and as such
all areas of metropolitan New Orleans become readily accessible.

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                                      -17-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                           Neighborhood Analysis
================================================================================

Conclusion

     The subject neighborhood is an older established area which has seen little
new development due to the scarcity of available land. The main arteries are
developed with a variety of commercial uses which appear well tenanted and
adequately maintained. The surrounding secondary roads provide a solid
population base to support the commercial development and the area's
accessibility lends itself to use as a regional hub.

================================================================================

                                      -18-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          RETAIL MARKET ANALYSIS
================================================================================

Trade Area Overview

     A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment.

     The subject can be described as a regional shopping center.

     A regional shopping center (1) provides for extensive variety of goods,
     including a wide selection of general merchandise, apparel, and home
     furnishings, as well as a variety of services and recreational facilities.
     The major occupants of a regional center include a least one, but no more
     than two, full line department stores. Each full-line department store
     generally has an area of not less than 75,000+/- square feet. In many
     instances, the department stores are physically a part of the center but
     are independently owned. In theory, its typical size for definitive
     purposes is 450,000 square feet of gross leasable area; it practice it may
     range from 300,000 to 850,000 square feet. The regional center is the
     second largest type of shopping center. As such, it provides services
     typical of a business district yet not as extensive of those of the super
     regional center.

     In order to define and analyze the market potential for The Esplanade, it
is important to first establish the boundaries of the trade area from which the
subject will draw its customers. In some cases, defining the trade area may be
complicated by the existence of other retail facilities on main thoroughfares
within trade areas that are not clearly defined or whose trade areas overlap
with that of the subject.

     Within both its primary and effective trade areas, the subject competes
directly with the Lakeside Shopping Center, a 1+/- million square foot regional
mall located approximately six miles from the subject. Lakeside Shopping Center
is considered a formidable competitor within the subject's trade area,
benefiting from a more diverse mall shop tenant base in larger store formats and
superior proximity to the affluent communities located within Metairie and the
western quadrant of New Orleans. To a far lesser degree, competition with the
trade area includes the Clearview Mall, a 500,000+/- square foot enclosed
regional center. While this mall presents a limited, highly local mall shop
tenant base, neither of its anchors, Maison Blanche or Sears, are duplicated at
the subject or at Lakeside Shopping Center, and reportedly exhibit a strong draw
within the trade area.

     Competition in the immediate area is limited to traditional strip centers.
These centers are anchored by discount department stores, supermarkets and
specialty/category killer stores. While some cross-shopping does occur, these
stores act more as a draw to the area, creating an image for the area as an
established shopping district and generating more retail traffic to the area
than would exist in their absence. We recognize and mention these stores and
centers to the extent that they provide a complete understanding of the area's
retail structure.

- ----------
(1) Urban Land Institute Dollars and Cents of Shopping Centers - 1996

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                                      -19-


                                                                         
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

     We note that big box and category killer type tenants appear to be less of
a market force within the New Orleans MSA relative to other markets throughout
the country which exhibit similar demographic profiles. It is the consensus of
several market participants that this is the result of a true scarcity of
development sites within the more populated areas of the MSA, including the City
of Kenner.

Scope of Trade Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a center's sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mail reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subjects position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores which anchor the subject is presented in order to fully
acquaint the reader with its overall market position therein.

Retail Structure

     In order to examine the subject property in its proper context, we must
first examine the nature of the competition. With respect to regional mall
competition, the subject appears to be well positioned, although the Lakeside
Shopping Center, which benefits from a more central location within the trade
area, provides formidable competition to The Esplanade. The subject is clearly
superior to the Clearview Mall, a 500,000+/- square foot regional mall located
approximately 5 miles from the subject. These competitive properties are cited
on the following pages.

Competition

     The following table identifies the larger alternative retail properties in
the area. While there are additional regional malls within the New Orleans MSA,
only those highlighted below are considered to be competitive to The Esplanade.

================================================================================

                                      -20-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================


<TABLE>
<CAPTION>

================================================================================================================
                                       Competitive Retail Shopping Centers
================================================================================================================
                                                Year
Map                                            Opened/                                             Distance from
Key                                           Renovated         Total       Anchor Stores           Subject
                                                                 GLA
================================================================================================================
<S>        <C>                                   <C>           <C>             <C>                 <C>         
  S                The Esplanade                 1985          910,555         Dillard's
                 1401 West Esplanade                                            Macy's
                  Kenner, Louisiana                                             Mervyn's
- ----------------------------------------------------------------------------------------------------------------
  1          Lakeside Shopping Center            1960          990,000         JC Penney            6+/- miles
           3301 Veterans Memorial Blvd.                                        Dillard's
                Metairie, Louisiana
- ----------------------------------------------------------------------------------------------------------------
  2              Clearview Mall                1969/1989       484,907         Maison Blanche       5+/- miles
           4436 Veterans Memorial Blvd.                                            Sears
               Metairie, Louisiana
================================================================================================================
                      Total                                  2,385,462
================================================================================================================
   Source: Shopping Center Directory - 1995
================================================================================================================
</TABLE>


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                                      -21-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Subject Retail Center

Name:                                     The Esplanade

Location:                                 1401 West Esplanade Avenue
                                          Kenner, Louisiana

Owner:                                    The Cadillac Fairview Corporation

Distance and Time from Subject:           NA

Year Opened:                              1985

Year(s) Expanded/Renovated:               1986

Total GLA:                                910,555+/- SF

Mall GLA:                                 366,415+/- SF

Mall Shop Ratio:                          40%

Anchor Tenants:                           Dillard's I                 177,940 SF
                                          Dillard's II                 46,600 SF
                                          Macy's                      235,518 SF
                                          Mervyn's                     84,082 SF
                                                                      -------
                                          Total Anchor GLA            544,140 SF

Number of Mall Shops:                     140+/-

Occupancy (Mall GLA):                     82+/-%

Average Market Rent (Mall GLA):           $15-$40/SF

Land Area:                                80+/- AC

Parking/Ratio                             6,705; 7.3 spaces per 1,000 SF of GLA

Demographics:
       Effective Trade Area Population:   341,258
       Average Household Income:          $50,509

Retail Sales (Mall GLA):                  All Reporting Tenants       $257/SF
                                          Comparable Tenants          $263/SF

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                                      -22-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

While subject offers competitive anchor alignment and mall shop tenant base, its
strongest competitor, Lakeside Shopping Center, is considered to benefit from a
more diverse mall shop tenant base and superior proximity to the affluent
communities located within Metairie and the western quadrant of New Orleans.
Conversely, The Esplanade is better-positioned to service those shoppers
residing in the outlying areas of the MSA to the west and northwest
Additionally, the diverse merchandise mix of Macy's is considered a formidable
draw for the subject.

Overall, the mall shop tenant base has exhibited a trend of increasing sales per
square foot over the last five years. For 1995, comparable mall shop tenants
posted per square foot sales of $263 per square foot, while all reporting mall
shop tenants posted sales of $257 per square foot.

Majority of vacancy concentrated near secondary entrances with poor proximity to
anchors.

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                                      -23-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                        Lakeside Shopping Center

Location:                                    3301 Veterans Memorial
                                             Metairie, Louisiana

Owner:                                       The Feil Organization

Distance and Time from Subject:              6+/- miles northeast
                                             (10+/- minute drive time)

Year Opened:                                 1960

Year(s) Expanded/Renovated:                  1990

Total GLA:                                   990,000+/- SF

Mall GLA:                                    490,000+/- SF

Mall Shop Ratio:                             49%

Anchor Tenants:                              JC Penney               200,000 SF
                                             Dillard's               300,000 SF
                                                                     -------
                                             Total Anchor GLA:       500,000 SF

Number of Mall Shops:                        120+/-

Occupancy (Mall GLA):                        89%

Average Rent (Mall GLA):                     $20-50+/-/SF
                                             (per Shopping Center Directory)

Land Area:                                   60+/- AC

Parking/Ratio:                               5,500 +/- cars; 5.5 per 1,000+/- SF

Demographics:                                Primary Market Population:  525,000
                                             Average Household Income:   $39,000
                                             (per Shopping Center Directory)

Retail Sales (Mall GLA):                     $375/SF
                                             (per Directory of Major Malls)

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                                      -24-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

Lakeside Shopping Cener is considered the subject's primary competitor within
its trade area. Relative to subject, Lakeside Shopping Center offers more
diverse mail shop tenant base in larger store formats, and enjoys better
proximity to the affluent communities located within Metairie and the western
quadrant of New Orleans. The center's leasing agent verified a mall shop
occupancy of 89 percent, stronger than that of The Esplanade, while mall
management has reported to shopping center industry publications sales of
$350-$375 per square foot.

================================================================================

                                      -25-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 3

Name:                                   Clearview Mall

Location:                               4436 Veteran's Memorial Boulevard
                                        Metairie, Louisiana

Owner:                                  Richards Clearview Partnership

Distance and Time from Subject:         5+/- miles
                                        (10+/- minute drive time)

Year Opened:                            1969

Year(s) Expanded/Renovated:             1989

Total GLA:                              484,907+/- SF

Mall GLA:                               112,907+/- SF

Mall Shop Ratio:                        23%

Anchor Tenants:                         Maison Blanche               230,000 SF
                                        Sears                        142,000 SF
                                                                     -------
                                        Total Anchor GLA:            342,000 SF

Number of Mall Shops                    27+/-

Occupancy (Mall GLA):                   75%

Average Rent (Mall GLA):                $15/SF

Land Area:                              60+/- AC

Parking/Ratio:                          3,000+/- cars; 6+/- per 1,000+/- SF

Demographics:                           Primary Market Population:           NA
                                        Average Household Income:            NA

Retail Sales (Mall GLA):                $200/SF (estimated)

================================================================================

                                      -26-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

Clearview Mall has the only Maison Blanche north of the Mississippi, and is
considered a strong draw for this center. Additionally, Sears is not duplicated
at either The Esplanade or Lakeside Shopping Center. The center's leasing agent
reports that for 1995, Maison Blanche posted sales of $46 million, or $200 per
square foot, while Sears posted $42 million in sales, or $296 per square foot,
making this unit one of Sears most productive in the country. Alternatively, the
small shop space is currently 25+/- percent vacant, with a high percentage of
local tenants. According to the leasing agent, current mall shop vacancy was of
the mall management's own doing, having chosen not to renew several local
tenants. The balance of local tenants have been given the mandate to renovate
their stores or not be renewed. The new mall management is aggressively pursuing
strong national and regional tenants for the center. Overall, given the center's
size, lack of anchor depth and highly local mall shop tenant base, this center
is considered secondary competition to the subject.

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                                      -27-


                                                                          
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<PAGE>


                                                          Retail Market Analysis
================================================================================

     The mall properties cited above (inclusive of the subject) comprise
approximately 2.4+/- million square feet of mall space. The subject is
considered to compete directly with Lakeside Shopping Center, while the smaller
Clearview Mall is considered secondary competition, with its draw limited to its
anchor stores. We note that the New Orleans Centre, The Plaza and Oakwood Center
are all located within a twenty mile radius southeast of the subject, either
within or beyond the New Orleans city limits. Due to psychological and physical
barriers, such as the city itself and the Mississippi River, these centers are
considered to serve well defined markets which do not overlap with that of the
subject. The North Shore Square regional mall, while considered part of the New
Orleans MSA, is located 40+/- miles from the Esplanade across Lake
Pontchartrain, and is clearly not competitive to the subject.

Other Competition

     In addition to the facilities described, the balance of the retail
inventory consists of certain neighborhood and community centers as well as
free-standing retail facilities. Overall, ancillary retail development is
extremely limited. Newer development has been inhibited by a scarcity of
development sites. It was the consensus of the market participants with whom we
spoke that the lack of development sites results from Kenner being "boxed in" by
Lake Ponchartrain to the north, the Mississippi River to the south, the City of
New Orleans to the east and a significant amount of undevelopable swamp land to
the west. The majority of surrounding development is therefore older, and
consists mainly of smaller scale and/or free-standing commercial properties. A
brief description of the retail centers in the immediate area will serve to
portray the balance of the neighborhood retail alignment.

     o    The Pavilion, located along West Esplanade proximate to The Esplanade,
          is a 262,000+/- square foot community center anchored by Wal-mart and
          Sav-A-Center. This center was constructed in 1989 and expanded during
          1992. Other tenants include the Sound Warehouse, United Artists,
          Walgreens and Cloth World. The center is 100 percent occupied, with
          the center's leasing agent reporting an average lease rate of $15 per
          square foot, triple net, for small shop tenants. 

     o    Kenner Plaza, located along Williams Boulevard at West Esplanade
          Avenue, is a 226,000+/- square foot community center anchored by
          Burlington Coat Factory in 94,000+/- square feet and a Fifty Off store
          in 30,000+/- square feet. Other major tenants include K&B Drugs and
          Old American. This center was constructed in 1973 and last renovated
          during 1993. The center is 100 percent leased, with small shop tenants
          paying between $8.50 and $10.00 per square foot, triple net.
          Burlington Coat Factory, which occupies a former Kmart store,
          reportedly pays $4.00 per square foot, triple net.

Future Regional Competition
 
     Jim Wilson & Associates, a Birmingham-based retail development company, has
recently commenced construction of The Mall of Louisiana, a 1.2+/- million
square foot super regional mall located in the southern quadrant of the Baton
Rogue MSA. along Interstate 10. The center will be anchored by McRae's, Maison
Blanche, Dillard's, Sears and JC Penney, and will include 352,000+/- square feet
of mall shop space. It is anticipated that the mall will open during the fourth
quarter of 1997.

================================================================================

                                      -28-


                                                                          
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<PAGE>


                                                          Retail Market Analysis
================================================================================

GLA per Capita

     The data presented summarizes the extent of existing regional mall
development inside the trade area. According to the National Research Bureau,
the GLA per capita for the United States and State of Louisiana were 5.5+/- and
6.1+/- square feet, respectively, in 1995. This statistic pertains to centers in
of 400,000 or greater square feet.

     Inclusive of the subject, the New Orleans MSA contains seven enclosed
regional malls, as well as one power center, in excess of 400,000+/- square
feet. This results in a total of 6.3+/- million square feet of gross leasable
area contained in centers of 400,000+/- or greater square feet. With an
estimated 1996 population of 1,310,241 for the New Orleans MSA (see following
Trade Area population analysis), this results in approximately 4.8+/- square
feet of GLA per capita. This is below the composite state and national averages,
indicating that the market is not saturated and could potentially absorb some
additional regional mall space and still be within the average parameters for
the state and nation.

Anchor Alignment

     The anchor alignment of the subject also helps to define the potential
boundaries of the subject's trade area. The subject property is anchored by
Dillard's, Macy's and Mervyn's. The following is a profile of each of these
anchor tenants.

     Dillard's is one of the largest department store chains with divisions
     based out of Arkansas, Texas, Florida and Arizona. In March 1996, Dillard's
     announced an extensive realignment of its operating divisions along
     geographic and climatic lines. Through this realignment, two operating
     divisions were merged into the remaining five divisions. Dillard's has been
     one of the most aggressive participants within the retail industry,
     expanding from 158 stores in 1989 to 238 stores in 23 states at the end of
     1995. In 1995, Dillard's opened 11 new stores, two of which were
     replacement stores, and remodeled and expanded 8 stores, adding a total of
     2,000,000 square feet to the company's selling space. Dillard's continues
     to aggressively expand, with a 1996 expansion plan of 16 new stores, one of
     which will be a replacement store. These new stores, along with the
     remodeled and expanded stores, will add 3,000,000 square feet to the
     company's store base. Total sales for 1995 were $5.9 billion, a 7 percent
     increase over 1994, with comparable sales up 2 percent over 1994. Overall,
     since 1985 sales have increased at nearly a 15 percent compound annual
     rate. Increases for the past five years were as follows:

    ============================================================================
                                   1995       1994    1993      1992     1991
    ============================================================================
        Total Sales Increase         7%        8%       9%       17%     12%
    ----------------------------------------------------------------------------
    Comparable Sales Increase        2%        5%       3%        8%      6%
    ============================================================================

     The stores feature brand name goods in the middle to upper-middle price
     range. Over 87 percent of sales came from apparel, cosmetics, accessories
     and shoes. Sales per square foot significantly increased from $147 in 1993
     to $157 in 1994. Sales increased at a far more modest rate for 1995, to
     $159 per square foot.

================================================================================

                                      -29-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

<TABLE>
<CAPTION>

==========================================================================================
                               1995         1994         1993         1992         1991
==========================================================================================
<S>                        <C>          <C>          <C>          <C>          <C>       
     Total Sales (000)       5,918,038   $5,545,803   $5,130,648   $4,713,987   $4,036,392
- ------------------------------------------------------------------------------------------
Gross Square Footage(OOO)       37,300       35,300       34,900       33,200       29,100
- ------------------------------------------------------------------------------------------
    Sales/Square Foot       $      159   $      157   $      147   $      142   $      138
==========================================================================================
</TABLE>

     Dillard's strategy is to enter or further penetrate markets where it can
     become the dominant conventional department store operator. Over the past
     few years, much of their growth has been through acquisitions. Value Line
     projects sales to climb 9 percent over the next fiscal year and rates its
     financial strength A. Dillard's Private Label sales have increased to 20
     percent of total sales. This strategy has allowed Dillard's to maintain a
     highly desirable image position with national brands while offering Private
     Brand pricing at savings of 25 percent or more. Standard & Poor's ranks the
     company "A+".

     Federated Department Stores, Inc. is one of the leading full-line
     department store companies in the United States. The year 1994 was a major
     acquisition year for the company. On December 19, 1994 the company
     completed a $4.1 billion purchase of Macy's and it has recently
     consolidated the A&S/Jordan Marsh division into Macy's East. On May 26,
     1994 the company purchased Joseph Horne Co., a department store retailer
     operating ten units in Pittsburgh and Erie, Pennsylvania for $116.0
     million, including the assumption of $40.0 million in debt and acquisition
     costs. Upon completion of this merger with Macy's, Federated operates 355
     department stores in 35 states at urban or suburban sites, principally in
     densely populated areas operating under the names of Bloomingdale's, The
     Bon Marche, Bullocks, Burdines, Goldsmith's, Jordan Marsh, Lazarus, Rich's,
     Sterns and Macy's. The company also operates more than 135 specialty and
     clearance stores under the names of "Aeropostale," "Charter Club" and "MCO"
     and a mail order catalog business under the name of "Bloomingdale by Mail."
     The company recently announced the closure of the MCO stores.

     The properties consist primarily of stores and related retail facilities
     including warehouse and distribution centers. Of the 355 stores, 181 stores
     were entirely or mostly owned and 174 stores were entirely or mostly
     leased. The company owns or leases other properties including office space
     in New York and Cincinnati. During 1994, the company added 142 department
     stores and 135 specialty and clearance stores. Of the 142 department store
     additions, 121 were a result of the acquisition of Macy's and 10 as a
     result of the acquisition of Horne's. All 135 specialty and clearance
     stores were added through the Macy's acquisition. Federated's net sales for
     1994 increased by 15 percent to $8,315.9 million, compared to $7,229.4
     million reported in 1993. On a comparable store basis net sales increased
     by 3.1 percent. The company's retail operating division sales as of January
     28, 1995 were as follows:

================================================================================

                                      -30-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================


<TABLE>
<CAPTION>

============================================================================================================
                                     Federated Department Stores Company
============================================================================================================
                                       Number                           Gross                 Average Sales
                                     of Stores      1994 Sales        Square Feet            Per Square Foot
============================================================================================================
<S>                                       <C>         <C>                 <C>                        <C> 
 Abraham & Straus/Jordan Marsh            34          $1.441.1            8,999                      $160
- ------------------------------------------------------------------------------------------------------------
        Bloomingdale's                    16        $1,297.5 *            4,439            $292 ($268.57)
- ------------------------------------------------------------------------------------------------------------
        The Bon Marche                    40           $ 873.0            4,892                      $178
- ------------------------------------------------------------------------------------------------------------
           Burdines                       46          $1,248.5            7,648                      $163
- ------------------------------------------------------------------------------------------------------------
           Lazarus                        51          $1,130.3           10,212                      $111
- ------------------------------------------------------------------------------------------------------------
      Rich's/Goldsmith's                  25           $ 999.7            4,991                      $200
- ------------------------------------------------------------------------------------------------------------
            Sterns                        22           $ 707.4            3,946                      $179
- ------------------------------------------------------------------------------------------------------------
         Macy's East                      64        $3,447.7**           17,162                      $201
- ------------------------------------------------------------------------------------------------------------
    Macy's West/Bullocks                  57        $2,334.8**           11,845                      $197
- ------------------------------------------------------------------------------------------------------------
      Macy's Specialty                   122        $  128.4**              420                      $395
- ------------------------------------------------------------------------------------------------------------
            MCO                           14        $   83.1**              704                      $118
- ------------------------------------------------------------------------------------------------------------
           Total                         491          $8,315.9          75,228
============================================================================================================
*    Includes $105.3 million in sales of the company's Bloomingdale's By Mail subsidiary. Net of this
     allocation, sales were equal to $269 per square foot.
**   Represents sales of divisions acquired pursuant to merger.
============================================================================================================
</TABLE>

     Federated has a C++ rating from Value Line. By fiscal 1996, savings from
     the closure of Macy's corporate office (second half of 1995) and other
     consolidation benefits may help boost Federated's share net to $2.00 to
     $2.10. Value Line's earning projections to 1998-2000 is that excess cash
     flow will enable Federated to reduce its long term debt by about $1 billion
     between fiscal 1996 and the end of the decade, and the operating margin
     will gradually widen following a market improvement in fiscal 1996.


     Federated's historical and projected sales are as follows:


                    ===================================
                    1996 *                     $15,100
                    -----------------------------------
                    1995 *                     $14,200
                    -----------------------------------
                    1994                       $ 8,316
                    -----------------------------------
                    1993                       $ 7,229
                    -----------------------------------
                    1992                       $ 7,080
                    ===================================
                    *Value Line estimated sales dollars
                    ===================================


     Federated's management believes the department store business will continue
     to consolidate and accordingly, intends to consider the possible
     acquisition of department store assets and companies from time-to-time.
     Future acquisitions, if any, are expected to be financed through a
     combination of cash on hand and from operations and possible long term debt
     or other securities issuance. The company's budgeted capital expenditures
     are approximately $2,800 million for 1995 to 1998, with approximately 68
     percent budgeted for existing stores, 21 percent budgeted for new stores
     and 11 percent for technology.

================================================================================

                                      -31-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

     Dayton Hudson is one of the country's largest general merchandise retailers
     with 1993 revenues of $19.2 billion. This represented an increase of 7
     percent over 1992. The company's 893 stores span the entire retail spectrum
     from discount (Target and Mervyn's) to mid-level and high end (Dayton's,
     Hudson's and Marshall Fields). The company reports that more than 80
     percent of its revenue are derived from its discount and moderate priced
     divisions. Overall, over the last ten years revenues have grown by an
     impressive rate of 10.2 percent per annum. Standard & Poors has forecasted
     a continued rise in comparable store sales. They rate the company as "A". A
     brief profile of each follows:

     Target - Target is an upscale discounter which provides quality merchandise
     at attractive prices. In 1993, the 554 stores accounted for revenues of
     $11.743 billion or 61 percent of the company's total revenues. The units
     are found in 35 states. Target's total revenues were up 13 percent over
     1992, while comparable sales were up 5 percent. The average sales per
     square foot were approximately $202. During 1993 Target added 50 new stores
     including a successful entry in the Chicago market. Their superstore
     concept "Target Greatland" has been very successful. Dayton Hudson expects
     to open 70 new discount stores, expanding Targets selling space by 11
     percent. This will include the long awaited move into the northeast.

     Mervyn's - Mervyn's is a moderate priced family department store chain
     specializing in soft goods. The division operates 276 stores in 15 states
     in the northwest, west, southwest, southeast and Michigan. During the first
     quarter of 1995, they will be moving into the Minneapolis market with the
     purchase of eight Carson Pirie Scott stores. In 1993 Mervyn's sales were
     disappointing, decreasing by 1.6 percent, while comparable sales were off
     by 6 percent. Comparable sales were reported to be fiat in 1994. Average
     sales per square foot were approximately $200. The division is aggressively
     pursuing cost cutting measures to make it more profitable.

     Department Store Division - The Department Store Division consists of
     Daytons, Hudson's and Marshall Fields. The division operates 63 full
     service units predominantly in nine midwestern states including 19 Daytons,
     21 Hudson's and 23 Marshall Fields stores. Sales in 1993 increased slightly
     to $3.054 billion (up 1 percent) however, operating profit was up 18
     percent. The average sales per square foot were reported to be $221 per
     square foot, inclusive of the flagship units for the respective chains.
     Additions include new Daytons stores in Northbrook Court (Chicago - 1995)
     and Somerset North (suburban Detroit - 1996).

================================================================================

                                      -32-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Trade Area Definition
 
     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade are analysis are as follows: Equifax National Decision Systems (ENDS),
Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars and Cents of Shopping Centers (1995),-CACI, The Sourcebook
of County Demographics, and The Census of Retail Trade - 1992. The subject's
primary and effective trade areas, profiled by Equifax Decision Systems, were
defined based on the results of a customer survey conducted by Urban Retail
Properties, Co., which included polling the mall's customers to determine the
zip code of the primary residence.

     The Esplanade is well-located near Interstate-10, east of the City of New
Orleans. This location makes it one of the more accessible retail locations
within the area. The advantage of interstate proximity has the effect of
expanding the mall's trade area by virtue of reducing travel time for residents
in more distant locations. As such, the percentage of in-flow sales tends to be
greater for more dominant properties. Specifically, Interstate 10 is a major
route of travel for residents of outlying areas traveling to New Orleans, with
The Esplanade benefiting from being the nearest regional center for those
shoppers. The Esplanade also benefits from its proximity to the New Orleans
Airport, given that international travelers can shop tax-free in the State of
Louisiana. As the regional mail closest to the airport, The Esplanade is able to
attract a significant portion of the international shopping dollar.

     As discussed in the previous section, the location and accessibility of
competing centers also has direct bearing on the formation and make-up of a
mall's trade area. Lakeside Shopping Center is located only 6+/- miles to the
northeast from the Esplanade. The GLA devoted to mall shop space is
significantly greater than that of the subject, and has resulted in a greater
depth of mall shop tenants in larger store formats. Geographically, Lakeside
out-positions the subject in serving the affluent community of Metairie, as
well as the more affluent enclaves of the western quadrant of the City of New
Orleans. Additionally, we note that inclusive of Lakeside Shopping Center and
the Clearview Mall, five of the regional malls within the New Orleans MSA are
located east of the subject, which has proven to effectively inhibit its
penetration to the east. Conversely, the subject is clearly the most convenient
regional mall for those shoppers who reside to the west in the outlying areas of
the MSA.

     We believe that it is also important to note ancillary retail development
such as large community centers and free-standing "category killers" represent a
limited force in the market's competitive environment. As noted earlier in this
report, there has existed a dearth available development sites proximate to the
mall. Of those limited developments located near the subject, their primary
stores (groceries, discount department stores, and drugs) are generally
different from those which comprise the Esplanade. Certainly there is a place
for both in most retail environments, including the 1-10 corridor. This
phenomena of limited new retail development is not limited to the subject's
immediate trade area. We note that many of the big box retailers which have
expanded in similar markets throughout the country have not yet established a
strong presence in the New Orleans MSA. For those which have (Wal-mart and
Burlington Coat Factory proximate to the Esplanade; Toys 'R Us and Barnes &
Noble near Lakeside), they help balance out the retail infill and act as a
traffic generator that increases an area's status as a destination retail hub.

================================================================================

                                      -33-


                                                                          
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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

     To summarize, the foundation of our analysis for delineation of the
subject's trade area may be summarized as follows:

1.   The western quadrant of the City of New Orleans effectively defines the
     subject trade area's western border. This is significantly influenced by
     competition becoming much more intense east of the subject. Conversely,
     both the subject's primary and effective trade areas are far more expansive
     to the north and west given the relative scarcity of retail alternatives in
     these areas.

2.   The subject benefits from being the most conveniently located mail for
     those shoppers residing in the northern and western quadrants of the MSA.
     The Esplanade also benefits from its proximity to the New Orleans airport,
     as international travelers can shop tax-free in the State of Louisiana. As
     the regional mail closest to the airport, The Esplanade is able to attract
     a significant portion of the international shopping dollar.

3.   Highway accessibility including area traffic patterns, geographical
     constraints and nodes of residential development.

4.   The position and nature of the area retail structure including the location
     of destination retail centers and the strength and composition of the
     retail infill as discussed above.

5.   The size, anchor tenancy and merchandising composition of the mall tenants
     enhances its total market penetration.

6.   Ancillary retail development has a limited impact on the subject. Adequate
     cross shopping occurs with the nearby strip centers, whose tenants
     compliment, rather than compete with the mall.

     Urban Retail Properties, Co. conducted a survey of mall shoppers, which
included determining the zip code of their primary residence. This survey shows
that the effective trade area of the mall extends approximately 10+/- miles east
of the subject property, while to the northwest, the subject's trade area
boundaries extend to points 20+/- to 25+/- miles from the subject.

     After reviewing this report in conjunction with our independent analysis of
the trade area, we are in concurrence with its findings. Specifically, we have
observed that within the northwestern quadrant of the MSA there are few retail
alternatives to the subject, while to the east and southeast, there are five
regional shopping centers, which serve to inhibit the subject's market
penetration into these areas. Of these centers, only Lakeside Shopping Center
and Clearview Mall are considered competitive to the subject. As such, we have
elected to rely the trade area definitions as identified by the Urban Retail
Properties survey. An analysis of key demographic indicators can then be
performed based upon this defined trade area.

================================================================================

                                      -34-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. Equifax National Decision Systems [ENDS]
provides historical, current and forecasted population estimates for the total
trade area. Patterns of development density and migration are reflected in the
current levels of population estimates.

     Comparisons have been made between the New Orleans MSA and Kenner county
and the trade area components lend some perspective to the dynamics of the trade
area. The chart on the Facing Page compares these statistics.

     Between 1990 and 1996, ENDS reports that the population within the primary
trade area increased by 3,021 to 171,682. This 1.79 percent increase (0.30
percent per annum) has lagged that of the effective trade area's growth rate of
2.01 percent (0.33 percent per annum). Expanding to the effective trade area,
the current population increases to 341,528. The current projection is for
marginal growth over the next five years within all segments of the trade area,
specifically 0.13 and 0.12 percent per annum for the primary and effective trade
areas, respectively. On balance, we note that population growth throughout the
trade area has trailed that of the state and country.

     Provided on the Following Pages are graphic representations of the current
population distribution and projected population growth. The first graphic
depicts that the more densely developed areas are found proximate to the mall to
the north, east and southeast. The second graphic shows that while areas east of
the subject and closer to New Orleans are not projected to experience noticeable
growth, areas west of the subject are expecting to grow at the highest rate of
the effective trade area.

================================================================================

                                      -35-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


   THE ESPLANADE
EFFECTIVE TRADE AREA



                                      [MAP]

                                [GRAPHIC OMITTED]
                          [DATA POINTS TO BE SUPPLIED]




<PAGE>


                                  THE ESPLANADE
                              EFFECTIEVE TRADE AREA



                                      [MAP]

                                [GRAPHIC OMITTED]
                          [DATA POINTS TO BE SUPPLIED]



<PAGE>


                                                          Retail Market Analysis
================================================================================

Households

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

     o    The population in general is living longer on average. This results in
          an increase of single and two person households.

     o    The divorce rate increased dramatically during the last decade, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, thus also resulting in more
          single person households.

     Between 1990 and 1996, the primary trade area added 4,165 households,
increasing by 6.8 percent to 65,702 units. This growth is equivalent to a
compound annual increase of 1.10 percent. Alternatively, the secondary trade
area added 3,978 households to 72,975 indicating slightly slower 0.94 percent
annual rate of growth. Combined, the effective trade area is currently estimated
to contain 138,677 households.

     Between 1996 and 2001, the primary trade area is expected to grow by 2.9
percent (0.56 percent per annum) to 67,578 households. This rate of growth is
slightly greater than that for the secondary area which is expected to grow by
2.28 percent. Overall, the total trade area is expected to grow by 2.55 percent
to 142,218 households.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of a broad-based middle income market. According to Equifax
National Decision Systems, average household income within the primary trade
area is currently $50,035.

     Available data shows an identifiable pattern of income levels throughout
the total trade area as shown below along with comparisons to the state and
United States.

================================================================================

                                      -38-


                                                                          
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<PAGE>


                                                          Retail Market Analysis
================================================================================


              ==================================================
                            Average Household Income
              --------------------------------------------------
                        Area                  Average HH-Income
              ==================================================
              Primary Trade Area                         $50,035
              Secondary Trade Area                       $50,936
              Effective Trade Area                       $50,509
              New Orleans MSA                            $44,419
              State of Louisiana                         $39,259
              United States                              $49,031
              ==================================================


     These statistics show that the primary trade area has an average household
income of $50,035 which increases slightly to $50,509 with the inclusion of the
higher income areas in the secondary market. The total trade area's average
household income is above that of the New Orleans MSA, state and country.

     Provided on the Following Page is a graphic presentation of the household
income distribution throughout the total trade area. As can be seen, the subject
is relatively proximate to all income levels exhibited within its trade area.
Generally, the highest concentrations of wealth (average incomes of $60,000 and
higher) are found directly east and west of the center, but quite proximate to
the mall. We also note that average household income throughout the total trade
area is forecasted to increase at compound annual rate of 5.15 percent over the
next five years.

================================================================================

                                      -39-


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


   THE ESPLANADE
EFFECTIVE TRADE AREA



                                      [MAP]

                               [GRAPHICS OMITTED]
                          [DATA POINTS TO BE SUPPLIED]



<PAGE>


                                                          Retail Market Analysis
================================================================================

Effective Buying Income

     Another measure of the ability of a trade area to support retail business
is the area's effective buying income (EBI). This data is not measured by
specific trade area, but rather by both the metropolitan statistical area (MSA),
as well as on a county basis as reported in Sales and Marketing Management's
Survey of Buying Power. At the end of 1995, Jefferson County had an aggregate
EBI of $5.5 billion.

     A comparison can be made to Kenner, Jefferson County and the New Orleans
metropolitan area.


<TABLE>
<CAPTION>

====================================================================================================================================
                                                           Effective Buying Income
====================================================================================================================================
                                            1990                                     1995                    Compound Annual Change
- ------------------------------------------------------------------------------------------------------------------------------------
                         Total EBI (billions)     Med HHEBI       Total EBI (billions)     Med HHEBI         Total EBI     Med HHEBI
====================================================================================================================================
<S>                             <C>                <C>                  <C>                <C>               <C>              <C>  
        Kenner                  $0.8               $27,436              $1.3               $41,889           8.74%            8.83%
- ------------------------------------------------------------------------------------------------------------------------------------
  Jefferson County              $5.5               $26,273              $7.9               $38,835           7.24%            8.13%
- ------------------------------------------------------------------------------------------------------------------------------------
  New Orleans MSA              $14.5               $22,425             $20.9               $34,152           7.67%            8.78%
- ------------------------------------------------------------------------------------------------------------------------------------
Source: Sales and Marketing Management, Survey of Buying Power
====================================================================================================================================
</TABLE>

     The data above shows that at $41,889, the median household effective buying
income for the Kenner area exceeds that of Jefferson County and the New Orleans
metropolitan area. Between 1990 and 1995, the total EBI for the Kenner area grew
at a compound annual rate of 8.74 percent, while the median household EBI grew
at an annual compound rate of 8.83 percent. In comparison, the total EBI for
Jefferson County grew at a compound annual rate of 7.2 percent while the median
household EBI has grew at a compound annual rate of 8.1 percent. These measures
have exceeded inflation over this year period. 

Retail Sales 

     Retail sales growth for Kenner were compared to Jefferson County and the
New Orleans metropolitan area. The Kenner area has noticeably exceeded the
county's composite growth, as shown below.

<TABLE>
<CAPTION>

====================================================================================================================================
                                                                 Retail Sales
====================================================================================================================================
                                             1990                                        1995               Compound Annual Change
- ------------------------------------------------------------------------------------------------------------------------------------
                         Total Retail Sales        Med HH         Total Retail Sales       Med HH         Total           Med HH
                              (billions)            Sales            (billions)            Sales          Sales            Sales
====================================================================================================================================
<S>                             <C>                <C>                  <C>               <C>             <C>              <C>  
      Kenner                    $611.3             $23,787              $863.8            $33,480         7.16%            7.08%
- ------------------------------------------------------------------------------------------------------------------------------------
Jefferson County              $4,193.8             $24,020            $5,537.1            $32,533         5.71%            6.26%
- ------------------------------------------------------------------------------------------------------------------------------------
 New Orleans MSA              $9,055.6             $18,522           $11,529.3            $24,085         4.95%            5.39%
- ------------------------------------------------------------------------------------------------------------------------------------
 Source: Sales and Marketing Management, Survey of Buying Power
====================================================================================================================================
</TABLE>


     With average annual growth rate of 7.16 percent since 1990, retail sales in
Kenner area grew dramatically by 41.3 percent by 1995 to $863.8 million.
Similarly, retail sales per household posted an annual growth rate of 7.08
percent, or 40.7 percent, to $33,480 per household. Expenditures by households
jumped in Jefferson County at a rate of 6.26 per annum over between 1990 and
1995. Households spent $8,513 more in 1995 than they did in 1990; resulting in a
significant 35.4 percent increase.

================================================================================

                                      -41-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                          Retail Market Analysis
================================================================================
Mall Shop Sales

     While retail sales trends within the MSA and region lend insight into the
underlying economic aspects of the market, it is the subject's sales history
that is germane to our analysis.

     We have been provided with a summary of comparable mall shop sales for the
years 1991 to 1995. Per square foot sales figures represent the weighted average
sales for the calendar year for small shop tenants in continuous occupancy of
the same suite for the previous twenty four months. These results are summarized
below.

       -------------------------------------------------------
                             SUMMARY OF
                          COMPARABLE SALES
       -------------------------------------------------------
                            Comparable         Percentage
             Year            PSF Sales           Change
       -------------------------------------------------------
             1991              $239                N/A
             1992              $251               5.02%
             1993              $242              -3.59%
             1994              $248               2.48%
             1995              $263               6.05%
       -------------------------------------------------------

     As illustrated above, comparable per square foot sales increased in excess
of 6 percent between 1994 and 1995 to $263 per square foot. Overall, comparable
per square foot sales increased approximately 10 percent over the last five
years.

     Total reporting mall shop sales for 1995 were $82.4 million. Based on a
reporting GLA of 321,728 square feet, this results in mall shop sales of $257
per square foot. This measure shows reporting tenant performance only, since
some tenants do not report sales by lease agreement or fail to report sales for
a particular sales period. While the aggregate sales amount is reflective of the
total sales generated by the mall shops, it is important to recognize that this
includes all sales including sales from partial year tenants. Furthermore, since
the unit rate is based upon a full reporting year, it has the effect of
understating the mall shop sales performance on a unit rate basis.

     By comparison, the Urban Land Institutes Dollars and Cents of Shopping
Centers (1995) reports national and regional sales averages for regional and
super-regional shopping malls. Nationally, average sales at super-regional
centers is reported at $203.09 per square foot, down 1.4 percent from 1993. For
regional malls, average sales are reported to be $176.16, virtually even from
1993. A comparison of national and regional figures is shown on the following
chart.


================================================================================

                                      -42-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Retail Market Analysis
================================================================================
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------
                                  Regional/Super-Regional Centers
- ----------------------------------------------------------------------------------------------------
       Area               Average              Median            Lower Decile        Upper Decile
- ----------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                  <C>                  <C>
   United States     $176.16/            $163.54/             $125.88/             $285.40/
                     $203.09             $198.93              $140.46              $305.23
- ----------------------------------------------------------------------------------------------------
       East          $204.96/            $183.05/             $126.07/             $323.74/
                     $220.64             $183.81              $130.46              $379.81
- ----------------------------------------------------------------------------------------------------
       West          $188.63/            $167.46/             $124.00/             $264.89/
                     $190.51             $187.64              $143.01              $258.68
- ----------------------------------------------------------------------------------------------------
       South         $156.27/            $154.18/             $129.63/             $195.24/
                     $210.30             $207.99              $145.75              $293.70
- ----------------------------------------------------------------------------------------------------
      Midwest        $178.99/            $179.24/             $125.50/             $290.57/
                     $195.03             $192.42              $148.18              $261.09
- ----------------------------------------------------------------------------------------------------
Source: Urban Land Institute Dollars and Cents of Shopping Centers (1995)
- ----------------------------------------------------------------------------------------------------
</TABLE>


     As a regional mall in the southern part of the country, the subject's 1995
sales performance of $263 per square foot can be compared to its peers as shown
below.


    ----------------------------------------------------------------------
                            Average           Subject         Variance
    ----------------------------------------------------------------------
      United States          $176               $263            149%
    ----------------------------------------------------------------------
          South              $156               $263            169%
    ----------------------------------------------------------------------


     On a relative basis, the subject is substantially outperforming its peer
group on average in terms of sales productivity, particularly when compared to
regional sales.

Anchor Store Sales

     With the exception the Dillard's men's store, which in 47,000+/- square
feet is considered a junior anchor, the anchor stores are owned by their
occupants, and therefore are not required to report sales to mall management.
Our efforts to obtain specific sales included interviewing the mall manager and
individual store managers. Anecdotally, all of the anchor stores report
satisfactory performance. As noted earlier in this report, Dillard's, Federated
Department Stores and Dayton Hudson represent some of the nation's leading
department store companies.

     While the specific individual anchor store sales of the subject are not
known, we provide the following department store sales information as provided
by Urban Land Institute, which tracks sales of owned and non-owned department
stores by selected affiliation and region. This information is summarized in the
following chart.


================================================================================

                                      -43-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                          Retail Market Analysis
================================================================================


<TABLE>
<CAPTION>



- ------------------------------------------------------------------------------------------------------------
                                        Department Store Sales Data
- ------------------------------------------------------------------------------------------------------------
                 Category/Region                      Average Sales PSF       Top 10% PSF      Top 2% PSF
- ------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                  <C>             <C>
               Super-Regional U.S.
               Owned Dept. Stores                          $144.99              $247.99         $505.13
                 National Chain                            $146.89              $271.91         $532.63
             Non-Owned Dept. Stores                        $154.34              $243.28         $367.33
                 National Chain                            $154.34              $243.28         $367.33
                 Eastern Region                            $152.35                ---             ---
                 Western Region                            $147.26                ---             ---
                Midwestern Region                          $131.12                ---             ---
                 Southern Region                           $159.23                ---             ---
- ------------------------------------------------------------------------------------------------------------
       Average - All Super-Regional Centers                $148.82               251.62          443.11
- ------------------------------------------------------------------------------------------------------------
               Regional Malls U.S.
               Owned Dept. Stores                          $149.26              $245.53         $352.79
                 National Chain                            $149.03              $237.27         $343.94
             Non-Owned Dept. Stores                        $162.14              $215.20         $266.01
                 National Chain                            $163.08              $215.32         $266.09
                 Eastern Region                            $174.78                ---             ---
                 Western Region                            $165.36                ---             ---
                Midwestern Region                          $151.49                ---             ---
                 Southern Region                           $150.39                ---             ---

- ------------------------------------------------------------------------------------------------------------
          Average - All Regional Centers                   $158.19              $228.33         $307.21
- ------------------------------------------------------------------------------------------------------------
Source: Urban Land Institute Dollars & Cents of Shopping Centers (1995)
- ------------------------------------------------------------------------------------------------------------
</TABLE>



     Data from ULI shows that the mean sales level for department stores in
super-regional malls varies from $131.12 to $159.23 per square foot with an
overall average of $148.82 per square foot. Stores in the top 10 percent of
their peers average (unweighted) approximately $252 while the top 2 percent
average approximately $443 per square foot.

     Data for department stores in regional malls shows that the mean ranges
from $149.03 to $174.78 per square foot with an overall average of $158.19 per
square foot. The unweighted average for the top 10 percent and 2 percent is
approximately $228 and $307 per square foot, respectively.

Summary

     Within the shopping center industry, a trend toward specialization has
evolved so as to maximize sales per square foot by deliberately meeting customer
preferences rather than being all things to all people. This market segmentation
is implemented through the merchandising of the anchor stores and the tenant mix
of the mall stores. With anchor tenants of Macy's, Dillard's and Mervyn's, the
subject property is clearly positioned toward the broad center of the retail
market, with the more diverse merchandising of Macy's exhibiting a strong draw
for the center. While traditional merchandise is well-represented among mall
shop tenants, more unique mall shop tenants are not. A more diverse mix would
bring a balance of retail uses to the center which would include both familiar
and first time tenants to the trade area.

Conclusion

     We have analyzed the retail trade history and profile of the New Orleans
MSA, the City of Kenner and Jefferson County in order to make reasonable
assumptions as to the continued performance of the subjects trade area.


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                                      -44-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                          Retail Market Analysis
================================================================================

     A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area was presented. We included a brief discussion of some of the
competitive retail centers in the market area as well as a profile of the anchor
tenants at the mall. The trade area profile discussed encompassed an MSA and zip
code based survey for the subject. Marketing information relating to these
sectors was presented and analyzed in order to determine patterns of change and
growth as it impacts the subject. Given that most of the anchors of The
Esplanade are not required to report sales, we were unable to provide extensive
mall sales analysis. Anecdotally, the subject's anchors perform at levels
considered average to above average when compared to department store sales on a
national and regional basis. The data is useful in giving quantitative
dimensions of the total trade area, while our comments serve to provide
qualitative insight into this area. The following summarizes our key
conclusions:

     o    The subject enjoys a visible and accessible location within the New
          Orleans MSA. The subject is also well-positioned to benefit from the
          stronger population growth projected for the western and northwest
          quadrants of the MSA, as compared to its competitors which are
          positioned farther to the east, where minimal growth is projected over
          the next five years. Given the scarcity of retail alternatives west
          and northwest of the subject, The Esplanade should benefit from the
          growth projected for these quadrants.

     o    Its status as the regional mall farthest west of the City of New
          Orleans both maximizes its position in servicing the northwestern
          quadrant of the MSA, as well as inhibits its ability to draw customers
          from the east. The Esplanade is well positioned geographically to
          benefit from the continued growth of this quadrant of the MSA and its
          environs, as it is clearly the most convenient mall for current and
          future residents in these communities. Conversely, Lakeside Shopping
          Center, together with several secondary competitors, have served to
          limit the subject's market penetration to the east.

     o    The region's affluence as measured by average household income and
          market expenditure potential has expanded substantially over the last
          decade paralleling the population growth.

     o    Within its effective trade area, the subject competes directly with
          the more upscale Lakeside Shopping Center. It is important for
          ownership to focus on aggressively leasing the vacant space to
          national and regional retailers that are considered unique to the
          market. The high percentage of national and regional tenants is
          important to the extent that these merchants have the benefit of
          stronger name recognition and are more familiar to shoppers which
          typically results in high sales levels.

     o    Peripheral retail development around the mall is minimal, with a
          noticeable absence of many big box and category killer type retailers
          which have expanded aggressively in similar markets.

     On balance, it is our opinion that with competent management and aggressive
marketing, The Esplanade can fortify its position as a competitive regional mall
targeted to serve the growing northwestern quadrant of the New Orleans MSA. Our
outlook for the area continues to be positive with moderate to good prospects
for appreciating real estate values.


================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                          Retail Market Analysis
================================================================================

Marketability and Marketing Period

     In this subsection, we consider the potential market appeal, marketability
and demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed, regional mall containing 366,415+/- square feet of mall shop GLA
anchored by four anchor stores for a combined mall GLA of 910,555+/- square
feet.

     We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price, have sold within twelve months exposure to the
open market or less. Properties for which seller expectations of value exceed
the market's perception have required more extended marketing periods and have
generally sold at below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

     The subject is characterized as a well-maintained and accessible mall which
is positioned to benefit from growth within the northwestern quadrant of its
effective trade area. The subject's effective trade area has a current
population of approximately 342,000+/- people, which is projected to experience
marginal population and household growth in the foreseeable future. We believe
that if the subject were offered for sale, it would represent an important
investment opportunity for a well positioned center with some upside through
lease rollover and continued efforts to upgrade the tenant mix. Based on the
above, it is our estimate that a market sale of the subject property should be
realized within twelve months exposure on the market.


================================================================================

                                      -46-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            PROPERTY DESCRIPTION
================================================================================

Site Description

Location:                S/S of West Esplanade Avenue
                         City of Kenner
                         Jefferson Parish, Louisiana

Shape:                   The site is slightly irregular in shape.


Area:                    The subject property is located on a 80.23+/- acre
                         site, of which 54.2+/- acres is owned by the developer.
                         The remainder of the site is owned by the three anchor
                         tenant stores.

Topography:              The mall site is relatively level. Portions of the site
                         have been graded to form a gradual mound, whereby the
                         second floor of the center is accessible.

Access:                  Principal access is from south side of West Esplanade
                         Avenue, were two entrances provide access to the ring
                         road. Secondary access is provided from William's
                         Boulevard via 32nd Street.

Utilities:               The site is served by all utilities including municipal
                         water and sewer, electric, gas and telephone.

Soil Conditions:         The subject property is located between Lake
                         Pontchartrain and the Mississippi River. This area
                         primarily consisted of low lying marsh land which was
                         infilled for development. As such the soil conditions
                         in the surrounding area are not ideal and many
                         properties including the subject are constructed on
                         pilings. No soil report of the subject parcel has been
                         filed or reviewed. However, it is assumed that the soil
                         is of sufficient load-bearing capacity to support the
                         existing structure. No evidence to the contrary was
                         observed upon our physical inspection of the property.
                         The parking lot has reportedly settled 18 - 24" since
                         construction. However the settling is consistent
                         throughout the property and has not required
                         remediation. Drainage of the tract appears to be
                         adequate.

Flood Hazard:            According to Community Panel # 225199 035E, National
                         Flood Insurance Rate Map, effective March 23, 1995, the
                         subject site is in Flood Hazard Zone AE, areas
                         inundated by 100-year flood zone, and therefore
                         requires flood hazard insurance.


================================================================================

                                      -47-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Property Description
================================================================================

Land Use Restrictions:   Although an authoritative report of title was not
                         provided or reviewed, there do not appear to be any
                         easements, encroachments or restrictions that would
                         adversely affect the utilization of any portion of the
                         site. However, a survey is recommended for final
                         determination of any such adverse conditions.

Wetlands:                We were not given a Wetlands survey. If subsequent
                         engineering data reveal the presence of regulated
                         wetlands, it could materially affect property value. We
                         recommended a wetlands survey by a competent
                         engineering firm.

Hazardous Substances:    We observed no evidence of toxic or hazardous
                         substances during our inspection of the site. However,
                         we are not trained to perform technical environmental
                         inspections and recommend the services of a
                         professional engineer for this purpose.

Comments:                Overall, the subject site is typical of other sites
                         developed to such a use. Access is good and it appears
                         to be functionally suitable for such a retail use.

                         Provided on the facing page is a plot plan which
                         depicts the location of the improvements on the subject
                         tract. Also, the plot plan identifies various potential
                         areas of expansion including two additional anchor
                         tenant pads and two remaining outparcels (5 and 6)
                         located at the 32nd Street access road.

Improvements Description

     The subject site is improved with a two-level "cross-shaped" regional mall
containing 910,555+/- square feet of gross leasable area. Reference is made to
the plot plan on the facing page for the location of the improvements on the
subject tract. A complete description of these improvements follows:

General Description
        Year Built:     The property was constructed in two consecutive phases
                         between 1985 and 1986.

    Building Area
        Dillard's:                  177,940+/- sf
        Macy's                      235,518+/- sf
        Mervyn's:                    84,082+/- sf
        Dilliard's Men's Shop:       46.600+/- sf
    Total Anchor Tenants(1):        544,140+/- sf

- ----------

(1)      With the exception of the Dillard's Men's Shop, all of the anchor
         stores are owned by the respective retailer


================================================================================

                                      -48-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Property Description
================================================================================

         Mall Stores:          366,415+/- sf

         Total GLA:            910,555+/- sf

         Total GLA Appraised:  413,015+/- sf

Construction Detail
  Foundations:           Poured reinforced concrete.

  Framing:               Structural steel columns and beams.

  Floors:                Poured reinforced concrete over compacted fill on the
                         first level and poured concrete over corrugated steel
                         pan on the second level.

  Exterior Walls:        Generally masonry with a mixture of brick and
                         decorative masonry block.

  Roof Structure:        Corrugated steel deck over steel bar joists

  Roof Cover:            Built-up composition roofing

  Fenestration:          Plate glass in aluminum frame. Skylights are provided
                         over center court, the food court, and side courts.

  Doors:                 Plate glass in aluminum frame entrance doors with metal
                         rear access doors.

  Loading:               Most loading is via grade level metal pedestrian doors.
                         Some large tenants have depressed truck wells.

Mechanical Detail
  Heating, Ventilating
   and Air Conditioning: The property is heated and cooled by 20, roof-top,
                         electric fired package units. Each tenant space has its
                         own VAV box for climate control. In exception to this,
                         each of the anchor tenants have their own mechanical
                         systems.

  Electrical:            Standard quality service for this commercial occupancy.
                         Tenant electrical usage is separately metered.

  Plumbing:              Adequate commercial grade fixtures. Supply and waste
                         lines assumed to be of code conforming materials.

  Vertical
   Transportation:       The property contains two sets of 36" wide escalators
                         and one 5,000 lb capacity passenger elevator. In
                         addition, the property contains five, 4000 lb capacity
                         freight elevators.

================================================================================

                                      -49-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Property Description
================================================================================


  Life Safety:           All tenant areas are sprinklered.

  Layout:                The subject is designed as a two-level, "cross-shaped"
                         mall. Mervyn's is located in the central portion of the
                         mall with its exterior entrance opening to the east
                         parking lot. Macy's and Dillard's are located at the
                         north and south ends of the mall, respectively.
                         Dillard's also has a second location within the center,
                         opposite the Mervyn's store and opens to the west
                         parking lot. This store (46,600 square feet) was
                         formerly Godchaux, but is currently utilized by
                         Dillard's for their men's department. A food court is
                         located slightly off-center along the west side of the
                         second level of the property. Two secondary courts
                         provide access to the east and west parking lots and
                         were designed to accommodate additional anchor tenant
                         stores.

                         The majority of the mall shops front along the main
                         corridor which varies in width from approximately 30 to
                         40 feet. Shops have varying frontages with depths of
                         100 to 110 feet being typical. Side court suites are
                         not as deep. Stores are finished in accordance with
                         individual tenant specifications.

Interior Detail
  Flooring:              Generally terrazzo tile in common areas. Restrooms are
                         tiled.

  Ceilings:              Generally acoustical tile with some plaster ceilings
                         above the center and side courts.

  Walls:                 Painted sheetrock and painted concrete block.

  Storefronts and
    Signage:             Finished in accordance with individual tenant
                         specifications.

Site Improvements
  Parking:               Asphalt paved and stripped parking for 4,477 cars is
                         provided. This equates to a parking ratio of 4.92
                         spaces per 1,000 square feet of GLA which is typical of
                         a center of this nature.

  Landscaping:           The parking lot and walkways have trees and low
                         maintenance plantings throughout.

  Other:                 Other site improvements consist of concrete and asphalt
                         paving, curbing, yard lighting all underground and
                         overhead utilities, and signage.

================================================================================

                                      -50-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                            Property Description
================================================================================


Americans With
  Disabilities Act:      The Americans With Disabilities Act (ADA) became
                         effective January 26, 1992. We have not made, nor are
                         we qualified by training to make, a specific compliance
                         survey and analysis of this property to determine
                         whether or not it is in conformity with the various
                         detailed requirements of the ADA. It is possible that a
                         compliance survey and a detailed analysis of the
                         requirements of the ADA could reveal that the property
                         is not in compliance with one or more of the
                         requirements of the Act. If so, this fact could have a
                         negative effect upon the value of the property. Since
                         we have not been provided with the results of a survey,
                         we did not consider possible non-compliance with the
                         requirements of ADA in estimating the value of the
                         property.

Hazardous Substances:    We are not aware of any potentially hazardous materials
                         (such as formaldehyde foam insulation, asbestos
                         insulation, radon gas emitting materials, or other
                         potentially hazardous materials) which may have been
                         used in the construction of the improvements. However,
                         we are not qualified to detect such materials and urge
                         the client to employ an expert in the field to
                         determine if such hazardous materials are thought to
                         exist

Design Features
  and Functionality:     The subject property is a modern, two-story
                         "cross-shaped" enclosed shopping center. The property
                         is functional and generally conforms to market
                         standards. In exception to this, the two side courts,
                         which were designed to accommodate future expansion, do
                         not benefit from a substantial draw and as a result
                         have had difficulty leasing.

Physical Condition:      The subject property was constructed in two stages
                         between 1985 and 1986. The property appears to be
                         adequately maintained and our discussions with the
                         property management did not indicate otherwise. The
                         overall appearance of the center is consistent with
                         current market standards and allows the property to
                         successfully compete with the other properties in the
                         local market.

                         We did not inspect the roof of the center or make a
                         detailed inspection of the mechanical systems. The
                         appraisers, however, are not qualified to render an
                         opinion as to the adequacy or condition of these
                         components. The client is urged to retain an expert in
                         this field if detailed information is needed about the
                         adequacy and condition of mechanical systems.

================================================================================

                                      -51-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Real Property Taxes and Assessments
================================================================================

     The subject property is currently assessed for the purpose of taxation by
Jefferson Parish for the 1995/1996 tax year, the most recent available. The
following information summarizes the current assessments for the subject
property.

     ----------------------------------------------------------------------
                                Current Assessments
     ----------------------------------------------------------------------
     Parcel ID                Land            Improvement          Total
     ----------------------------------------------------------------------
     B-1-A1-1A-D            $1,282,380        $3,598,750        $4,881,130
     B-1-A1-1A              $   14,210              --          $   14,210
     B-1-A1-1A              $      630              --          $      630
     B-1-A1-1A-5D           $   31,500              --          $   31,500
     B-1-A1-1A-6D           $   58,660              --          $   58,550
     ----------------------------------------------------------------------
     Total                  $1,387,380        $3,598,750        $4,986,020
     ======================================================================

          1.   No parcel number assigned to this property, represents a small
               strip of land along the subject's eastern boundary.

          2.   No parcel number assigned to this property, represents a small
               strip of land between Duncan Street & Duncan Canal.

     The preceding assessments are applicable to the mall, underlying land and
two remaining outparcels. The anchor tenant stores as well as the five existing
out parcels are owned by the respective retailers and as such are separately
assessed. Jefferson Parish last underwent a reassessment in 1993. As such the
preceding land assessments represent 10% of 1993 fair market value, while the
building assessments represent 15% of 1993 fair market value. Properties in
Jefferson Parish are reassessed every three years, with a reassessment due for
1996.

     The subject property is subject to the taxing jurisdiction of the City of
Kenner and Jefferson Parish. The combined tax rate for the two jurisdictions is
$97.66 per $1,000 of assessed value as presented in the following table:

                  ----------------------------------------------
                                 1995 Tax Rates
                  ----------------------------------------------
                  City of Kenner:                 $23.36
                  Jefferson Parish:               $74.30
                  ----------------------------------------------
                  Combined Rate:                  $97.66
                  ----------------------------------------------

     Application of this rate to the assessment shown above results in a total
tax liability of approximately $486,934. In our analysis we have included a
fiscal 1997 tax liability of $500,000 and have projected real estate taxes to
increase at an average rate of 3.5 percent per year.

================================================================================

                                      -52-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                          Zoning
================================================================================

     The subject property is designated as Planned Urban Development parcel 2-82
by the City of Kenner. This designation was granted to the subject property on
June 17, 1982 per City Ordinance 3239. The designation was granted to allow
development of the existing improvements and was based upon specific site plans.
The original proposals allowed for expansion of the center including two
additional anchor tenant stores and the development of the two remaining
outparcels. Our discussions with Zoning officials indicated that any future
expansion of the property would be subject to site plan review.

     Our review of the zoning files on the subject property did not reveal any
mention of specific permitted or prohibited uses, however our discussions with
zoning officials indicated that permitted uses for the subject property included
most uses traditionally found in a regional shopping center including retail
shops, restaurants, theatres, game rooms, and limited office uses.

     We are not experts in the interpretation of complex zoning ordinances but
the property appears to be a conforming use based on our review of public
information. The determination of compliance is beyond the scope of a real
estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions exist.

================================================================================

                                      -53-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Highest and Best Use
================================================================================

     According to The Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute (formerly the American Institute of
Real Estate Appraisers), the highest and best use of real property is defined
as:

          1.   The reasonable and probable use that supports the highest present
               value of vacant land or improved property, as defined, as of the
               date of the appraisal.

          2.   The reasonably probable and legal use of land or sites as though
               vacant, found to be physically possible, appropriately supported,
               financially feasible, and that results in the highest present
               land value.

          3.   The most profitable use.

     We evaluated the site's highest and best use both as currently improved and
as if vacant. The highest and best use of this land must meet four criteria. The
use must be (1) physically possible, (2) legally permissible, (3) financially
feasible, and (4) maximally productive.

As Vacant

     The first test is what is physically possible. As discussed in the
"Property Description", the site's size, soil, and topography do not physically
limit its use. A 80+/- acre site is large enough to accommodate almost all uses,
including office, retail, hotel, residential, or manufacturing. Development of
the site does not appear to be negatively impacted by soil conditions, nor by
topographical features. The site has fair-to-good visibility and accessibility,
by virtue of the infrastructure system serving it. Its physical location in
proximity to an interstate interchange strongly supports its regional
accessibility.

     The second test concerns permitted uses. The subject property is designated
as PUD 2-82, which was granted specifically for the development of the existing
improvements. Prior to the PUD overlay, the subject property was located in the
R-1, single-family residential district. Our discussions with the City of Kenner
Zoning officials indicated that if the site were vacant today, a commercial
designation for the site would be likely. Under this premise, the most obvious
use would be for retail.

     The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. As indicted in the Regional, Neighborhood,
and Trade Area Analyses within this report, the subject property is located in a
good suburban location in a major metropolitan area. The area is characterized
by macro economic conditions that, while having suffered during the most recent
recession, have begun a modest recovery. The retail market has not been as
negatively impacted by the over-building and concessions which have plagued
other commercial markets. In addition, we see no significant changes in the
local demographics which might threaten the economic viability of the subject
site. The subject property, along with Lakeside Plaza and to a lesser extent
Clearview Plaza service a trade area which encompasses over 170,000 persons with
an effective buying income of over $20.9 billion. The development of the new
center in Baton Rouge will limit the subject's penetration to the west, however
a sufficient market share will still exist to support large scale retail
development on the subject site.

     It is therefore our opinion that the highest and best use of the subject
site as if vacant, is for large scale retail development.

================================================================================

                                      -54-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                            Highest and Best Use
================================================================================

As Improved

     The first constraint imposed on the possible use of the site is dictated by
the physical aspects of the parcel itself. As noted in our Property Description
section of the report, the mall site is of sufficient size to accommodate not
only the existing improvements, but also an expansion with a fourth and fifth
department store. It is generally level, paved and has all necessary utilities
available. Furthermore, the soil and topography do not physically limit its use.
The site has good visibility and excellent accessibility by virtue of the
extensive infrastructure system serving it. Its physical location proximate to a
good highway system as well as an interstate interchange strongly supports its
regional accessibility and concurrently, its use as a destination center. The
existing improvements display a two-level, regional mall whose design and layout
is considered to be quite conducive to a retail utilization.

     Finally, compatibility with existing neighboring uses is also an important
consideration. In the case of the subject, the mall has acted as a catalyst for
growth that has transformed the area into a retail hub. With all of this in
mind, we are of the opinion that the current use of the site is physically
possible.

     Legal restrictions, as they apply to the subject property, are private
restrictions and the public restrictions of zoning. As noted, there are no
private restrictions which are known to adversely affect the utilization of the
site, and the property complies with all of the zoning requirements as
established by the City of Kenner. Furthermore, we are not aware of any
environmental controls which may impact the property. Finally, it is recognized
that the property has received all permits and has been in operation as a retail
use for a number of years. As such, the existing leases which are in place
dictate a retail use for the property. Thus, retail utilization of the property
is a permissible use.

     After analyzing the physically possible and legally permissible aspects of
the property, the highest and best use must be considered in light of financial
feasibility and maximum productivity. For a potential use to be seriously
considered, it must have the potential to provide a sufficient return to attract
investment capital over alternative forms of investment. A positive net income
or acceptable rate of return would indicate that a use is financially feasible.

     As discussed in the various "Locational" and "Retail Market" sections of
this report, The Esplanade is considered to be one of the principal shopping
destinations for a substantial trade area. In the Income Approach to the
valuation of the subject property, we have provided a detailed analysis of the
subject's anticipated revenue producing ability as a shopping center. These
projections have relied upon certain market based assumptions that, in our
opinion, closely mirror the subject's position in the marketplace. Accordingly,
we find that the property, under the concept of continued use, will produce a
sufficient income stream to an investor. A conversion to an alternative use
would not be economically justifiable and, as a result, fail the test of
financial feasibility and maximum productivity. In our opinion, no other use of
the site would provide as great a return. Therefore, we have concluded that the
highest and best use of the site as improved is its continued retail use.

================================================================================

                                      -55-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                               Valuation Process
================================================================================

     Appraisers typically use three approaches in valuing real property: The
Cost Approach, the Income Approach and the Sales Comparison Approach. The type
and age of the property and the quantity and quality of data affect the
applicability of each approach in a specific appraisal situation.

     The Cost Approach renders an estimate of value based upon the price of
obtaining a site and constructing improvements, both with equal desirability and
utility as the subject property. Historically, investors have not emphasized
cost analysis in purchasing investment grade properties. The estimation of
obsolescence for functional and economic conditions as well as depreciation on
improvements makes this approach difficult at best. Furthermore, the Cost
Approach fails to consider the value of department store commitments to regional
shopping centers and the difficulty of site assemblage for such properties. As
such, the Cost Approach will not be employed in this analysis due to the fact
that the marketplace does not rigidly trade leased shopping centers on a
cost/value basis.

     The Sales Comparison Approach is based on an estimate of value derived from
the comparison of similar type properties which have recently been sold. Through
an analysis of these sales, efforts are made to discern the actions of buyers
and sellers active in the marketplace, as well as establish relative unit values
upon which to base comparisons with regard to the mall. This approach has a
direct application to the subject property. Furthermore, this approach has been
used to develop investment indices and parameters from which to judge the
reasonableness of our principal approach, the Income Approach.

     By definition, the subject property is considered an income/investment
property. Properties of this type are historically bought and sold on the
ability to produce economic benefits, typically in the form of a yield to the
purchaser on investment capital. Therefore, the analysis of income capabilities
are particularly germane to this property since a prudent and knowledgeable
investor would follow this procedure in analyzing its investment qualities.
Therefore, the Income Approach has been emphasized as our primary methodology
for this valuation. This valuation concludes with a final estimate of the
subject's market value based upon the total analysis as presented herein.

================================================================================

                                      -56-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================
Methodology

     The Sales Comparison Approach provides an estimate of market value by
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution, which holds that, when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, market value and price trends can be
identified. Comparability in physical, locational, and economic characteristics
is an important criterion when comparing sales to the subject property. The
basic steps involved in the application of this approach are as follows:

          1.   Research recent, relevant property sales and current offerings
               throughout the competitive marketplace;

          2.   Select and analyze properties considered most similar to the
               subject, giving consideration to the time of sale, change in
               economic conditions which may have occurred since date of sale,
               and other physical, functional, or locational factors;

          3.   Reduce the sale prices to a common unit of comparison, such as
               price per square foot of gross leasable area sold;


          4.   Make appropriate adjustments between the comparable properties
               and the property appraised;

          5.   Identify sales which include favorable financing and calculate
               the cash equivalent price; and

          6.   Interpret the adjusted sales data and draw a logical value
               conclusion.

     The most widely-used, market-oriented units of comparison for properties
such as the subject are the sale price per square foot of gross leasable area
(GLA) purchased, and the overall capitalization rate extracted from the sale.
This latter measure will be addressed in the Income Approach which follows this
methodology. An analysis of the inherent sales multiple also lends additional
support to this methodology.

Market Overview

     The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REIT's). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

================================================================================

                                      -57-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

     Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which offer
good upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

     Over the past 18 months we have seen real estate investment return to favor
as an important part of many of the institutional investors' diversified
portfolios. Banks are aggressively competing for business trying to regain
market share they lost to Wall Street and the more secure life insurance
companies have reentered the market. The re-emergence of real estate investment
trusts (REITs) has helped to provide liquidity within the real estate market,
pushing demand for well-tenanted, quality property, particularly regional malls.
Currently, REITs are one of the most active segments of the industry and are
particularly attractive to institutional investors due to their liquidity.

     The market for dominant Class A institutional quality malls is tight, as
characterized by the limited amount of good quality product available. It is the
consensus that Class A property would trade in the 7.0 to 8.0 percent
capitalization rate range. Conversely, there are many second tier and lower
quality malls offered on the market at this time. With limited demand from a
much thinner market, cap rates for this class of malls are felt to be in the
much broader 8.5 to 15.0 percent range. Reportedly, there are 50+/- malls on the
market currently. Pessimism about the long term viability of many of these lower
quality malls has been fueled by the recent turmoil in the retail industry. It
is felt that the subject fits into this latter category.

     o    When analyzing an investment opportunity, some of the more important"
          "hot buttons" as measured by the recurrence of the responses include:

          1.   Occupancy Costs - This "health ratio" measure is of fundamental
               concern today. Investors like to see ratios under 13.0 percent
               and become quite concerned when they exceed 15.0 percent. This
               appears to be by far the most important issue to an investor
               today. Investors are looking for long term growth in the cash
               flow and want to realize this growth through real rent increases.
               High occupancy costs limit the amount of upside through lease
               rollovers.

          2.   Market Dominance - The mall should truly be the dominant mall in
               the market, affording it a strong barrier to entry. Some
               respondents feel this is more important than the size of the
               trade area itself.

          3.   Strong Anchor Alignment - Having at least three department
               stores, two of which are dominant in that market. The importance
               of the traditional department store as an anchor tenant has
               returned to favor after several years of weak performance and
               confusion as to the direction of the industry. As a general rule,
               most institutional investors would not be attracted to a
               two-anchor mall.

================================================================================

                                      -58-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

          4.   Dense Marketplace - Several of the institutional investors favor
               markets of 300,000 to 500,000 people (at least 150,000
               households) or greater within a 5 to 7 mile radius. Population
               growth in the trade area is also very important. One advisor
               likes to see growth 50.0 percent better than the U.S. average.
               Another investor cited that they will look at trade areas of
               200,000+/- but that if there is no population growth forecasted
               in the market, a 50+/- basis point adjustment to the cap rate at
               the minimum is warranted.

          5.   Income Levels - Household incomes of $50,000+ which tends to be
               limited in many cases to top 50 MSA locations.

          6.   Good Access - Interstate access with good visibility and a
               location within or proximate to the growth path of the community.

          7.   Tenant Mix - A complimentary tenant mix is important. Mall shop
               ratios of 35+/- percent of total GLA are considered average with
               75 to 80 percent allocated to national tenants. Mall shop sales
               of at least $250 per square foot with a demonstrated positive
               trend in sales is also considered to be important.

          8.   Physical Condition - Malls that have good sight lines, an updated
               interior appearance and a physical plant in good shape are looked
               upon more favorably. While several developers are interested in
               turn-around situations, the risk associated with large capital
               infusions can add at least 200 to 300 basis points onto a cap
               rate.

          9.   Environmental Issues - The impact of environmental problems
               cannot be understated. There are several investors who won't even
               look at a deal if there are any potential environmental issues no
               matter how seemingly insignificant.

          10.  Operating Covenants - Some buyers indicated that they would not
               be interested in buying a mall if the operating covenants were to
               expire over the initial holding period. Others weigh each
               situation on its own merit. If it is a dominant center with
               little likelihood of someone coming into the market with a new
               mall, they are not as concerned about the prospects of loosing a
               department store. If there is a chance of loosing an anchor, the
               cost of keeping them must be weighed against the benefit. In many
               of their malls they are finding that traditional department
               stores are not always the optimum tenant but that a category
               killer or other big box use would be a more logical choice.

     In the following section we will discuss trends which have become apparent
over the past several years involving sales of regional malls.

================================================================================

                                      -59-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

Regional Mall Property Sales

     Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have affected
investor perceptions. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues affecting department store
anchors. Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if they
were performing satisfactorily.

     During the 1980s a number of acquisitions, hostile takeovers and
restructurings occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into 1991-1992 with filings by such
major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early
1994, Woodward & Lothrop announced their bankruptcy involving two department
store divisions that dominate the Philadelphia and Washington D.C. markets.
Recently, most of the stores were acquired by the May Department Stores Company
effectively ending the existence of the 134 year old Wanamaker name, the
nation's oldest department store company. More recently, however, department
stores have been reporting a return to profitability resulting from increased
operating economies and higher sales volumes. Sears, once marked by many for
extinction, has more recently won the praise of analysts. Federated Department
Stores has also been acclaimed as a text book example on how to successfully
emerge from bankruptcy. They have merged with Macy's and more recently acquired
the Broadway chain to form one of the nation's largest department store
companies.

     With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

     However, more recent data suggests that investors are becoming more
troubled by the credit worthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

     Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. In this analysis we will show sales trends since
1991. Summary charts for the older sales (1991-1993) are provided in the
Addenda. The more recent sales (1994/1995) are provided herein. These sales are
inclusive of good quality Class A or B+/- properties that are dominant in their
market. Also included are weaker properties in second tier cities that have a
narrower investment appeal. As such, the mall sales (1991-95) presented in this
analysis show a wide variety of prices on a per unit basis, ranging from $59 per
square foot up to $556 per square foot of total GLA purchased. When expressed on
the basis of mall shop GLA acquired, the range is more broadly seen to be $93 to
$647 per square foot.

================================================================================

                                      -60-
<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                             1994
1994 Transaction Chart
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Sale                               Sale       Year                       Total         Sold          Shop           Shop      Occu- 
No.    Property/Location           Date      Built     Sale Price         GLA           GLA           GLA          Ratio      pancy 
====================================================================================================================================
<S>    <C>                        <C>        <C>      <C>              <C>            <C>           <C>            <C>        <C>   
94- 1  Independence Center        Dec-94     1974/     $53,400,000      863,986       392,524       392,524        45.4%      84.0% 
(1)    Independence, MO                        88
- ------------------------------------------------------------------------------------------------------------------------------------
94- 2  Biltmore Fashion Park      Dec-94     1963/    $110,000,000      554,503       372,000       219,000        39.5%      97.0% 
(2)    Phoenix, Arizona                        92
- ------------------------------------------------------------------------------------------------------------------------------------
94- 3  Confidential               Dec-94     1981/    $108,000,000     1,123,580      333,468       333,468        29.7%      95.0% 
       Major Southwest MSA                     93
- ------------------------------------------------------------------------------------------------------------------------------------
94- 4  CPI Portfolio              Dec-94              $151,500,000     2,110,051    1,142,386       750,436        35.6%      90.0% 
(3)    1) Orange Park Mall                   1975
          Orange Park, Florida                91
       2) University Mall                    1974/
          Pensacola, Florida                  90
       3) Broadway Square Mall               1975/
          Tyler, Texas                        89
- ------------------------------------------------------------------------------------------------------------------------------------
94- 5  Fashion Valley Center      Nov-94     1969/    $128,500,000     1,370,262      518,900       373,725        27.3%      91.0%
       San Diego, California                 81/84
- ------------------------------------------------------------------------------------------------------------------------------------
94- 6  Mall of the Americas       Oct-94     1970/     $76,200,000       678,000      678,000       225,000        33.2%      98.5% 
       Miami, Florida                         93+                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
94- 7  Corte Madera T.C.          Sep-94     1958/     $70,500,000       425,572      425,572       237,453        55.8%      93.5% 
(4)    Marin County, California                85                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
94- 8  Layton Hills Mall          Sep-94     1980/     $51,375,000       710,030      620,030       399,001        56.2%      94.0% 
       Layton, Utah                            91                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
94- 9  North Shore Square         Jul-94     1985      $34,150,000       624,000      358,709       178,326        28.6%      94.0% 
       Slidell, Louisiana                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
94- 10 Chesterfield T.C.          Jun-94     1986/     $93,600,000       605,161      605,161       291,744        48.2%      95.0% 
(5)    Richmond, Virgina                     87/89                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
94- 11 Waterside Shops            Jun-94     1992      $65,500,000       250,000      250,000       173,930        69.6%      99.0% 
       Naples, Florida                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
94- 12 Crossroads Mall            Apr-94     1974      $51,500,000     1,114,720      378,704       378,704        34.0%      95.0% 
       Oklahoma City, Oklahoma                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
94- 13 Riverchase Galleria        Feb-94     1986     $175,000,000     1,251,142      462,612       350,504        28.0%      95.0% 
       Hoover, Alabama                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
94- 14 Stratford Square Mall      Jan-94     1981/    $119,000,000     1,294,682      493,404       493,404        38.1%      98.5% 
       Bloomingdale, Illinois                88/91
====================================================================================================================================
       Survey Low                                      $34,150,000       250,000       250,000     $173,930        27.3%      84.0% 
       Survey High                                    $175,000,000     2,110,051     1,142,386     $750,436        69.6%      99.0% 
- ------------------------------------------------------------------------------------------------------------------------------------
       Survey Mean:                                    $92,016,071       926,835       502,248      342,659        40.6%      94.3% 
====================================================================================================================================


<CAPTION>
====================================================================================================================================
                                                                      Capitalization Rates           Unit Price Comparison
                                                                      --------------------           ---------------------
Sale                                   Shop                           Going-In    Terminal           Price/GLA  Price/Mall    Sales 
No.    Property/Location             Sales/sf       NOI      NOI/sf      OAR       OAR      IRR    Purchased   Shop GLA   Multiple
====================================================================================================================================
<S>    <C>                             <C>      <C>          <C>        <C>         <C>      <C>       <C>         <C>        <C>   
94- 1  Independence Center             $200     $4,592,000   $11.70     8.60%          --        --    $136        $136       0.68  
(1)    Independence, MO                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
94- 2  Biltmore Fashion Park           $380     $8,600,000   $23.12     7.82%          --        --    $296        $502       1.32  
(2)    Phoenix, Arizona                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
94- 3  Confidential                    $300     $7,538,400   $22.61     6.98%       7.25%    10.70%    $324        $324       1.08  
       Major Southwest MSA                                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
94- 4  CPI Portfolio                   $250     $13,350,000  $11.69     8.81%          --        --    $133        $202       0.81  
(3)    1) Orange Park Mall                                                                                                          
          Orange Park, Florida                                                                                                      
       2) University Mall                                                                                                           
          Pensacola, Florida                                                                                                        
       3) Broadway Square Mall                                                                                                      
          Tyler, Texas                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
94- 5  Fashion Valley Center           $325     $9,637,500   $18.57     7.50%       8.00%    11.00%    $248        $344       1.06  
       San Diego, California                                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
94- 6  Mall of the Americas            $325     $6,706,000    $9.89     8.80%          --    11.80%    $112        $339       1.04  
       Miami, Florida                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
94- 7  Corte Madera T.C.               $325     $5,900,000   $13.86     8.37%       9.00%    11.00%    $166        $297       0.91  
(4)    Marin County, California                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
94- 8  Layton Hills Mall               $226     $4,730,000    $7.63     9.21%          --        --     $83        $129       0.57  
       Layton, Utah                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
94- 9  North Shore Square              $218     $3,073,000    $8.57     9.00%          --        --     $95        $192       0.88  
       Slidell, Louisiana                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
94- 10 Chesterfield T.C.               $290     $8,424,000   $13.92     9.00%          --        --    $155        $321       1.11  
(5)    Richmond, Virgina                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
94- 11 Waterside Shops                 $400     $5,043,500   $20.17     7.70%          --        --    $262        $377       0.94  
       Naples, Florida                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
94- 12 Crossroads Mall                 $189     $5,300,000   $14.00    10.29%          --        --    $136        $136       0.72  
       Oklahoma City, Oklahoma                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
94- 13 Riverchase Galleria             $350    $13,295,000   $28.74     7.60%          --    11.50%    $378        $499       1.43  
       Hoover, Alabama                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
94- 14 Stratford Square Mall           $260     $8,962,500   $18.16     7.53%       8.25%    11.00%    $241        $241       0.93  
       Bloomingdale, Illinois                                                                                                       
====================================================================================================================================
       Survey Low                      $189     $3,073,000    $7.63     6.98%       7.25%    10.70%     $83        $129       0.57  
                                                                                                                                    
       Survey High                     $400    $13,350,000   $28.74    10.29%       9.00%    11.80%    $378        $502       1.43  
- ------------------------------------------------------------------------------------------------------------------------------------
       Survey Mean:                    $288     $7,510,850   $15.90     8.37%       8.13%    11.17%    $197        $288       0.96  
====================================================================================================================================

- ----------------
(1) Inclusive of $2.4 million held back for deferred maintenance
(2) Inclusive of partnership units.
(3) Net of allocation to excess land.
(4) Sale includes 75.712 square foot professional building.
(5) Adjusted to reflect 100% interest.
====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

     Alternatively, the overall capitalization rates that can be extracted from
each transaction range from 5.60 percent to rates in excess of 11.0 percent. One
obvious explanation for the wide unit variation is the inclusion or exclusion of
anchor store square footage which has the tendency to distort unit prices for
some comparables. Other sales include only mall shop area where small space
tenants have higher rents and higher retail sales per square foot. A shopping
center sale without anchors, therefore, gains all the benefits of anchor/small
space synergy without the purchase of the anchor square footage. This drives up
unit prices to over $250 per square foot, with most sales over $300 per square
foot of salable area. A brief discussion of historical trends in mall
transactions follows.

          o    The fourteen sales included for 1991 show an average price per
               square foot sold of $282. On the basis of mall shop GLA sold,
               these sales present a mean of $357. Sales multiples range from
               .74 to 1.53 with a mean of 1.17. Capitalization rates range from
               5.60 to 7.82 percent with an overall mean of 6.44 percent. The
               mean terminal capitalization rate is approximately 100 basis
               points higher, or 7.33 percent. Yield rates range between 10.75
               and 13.00 percent, with a mean of 11.52 percent for those sales
               reporting IRR expectancies.
       
          o    In 1992, the eleven transactions display prices ranging from $136
               to $511 per square foot of GLA sold, with a mean of $259 per
               square foot. For mall shop area sold, the 1992 sales suggest a
               mean price of $320 per square foot. Sales multiples range from
               .87 to 1.60 with a mean of 1.07. Capitalization rates range
               between 6.00 and 7.97 percent with the mean cap rate calculated
               at 7.31 percent for 1992. For sales reporting a going-out cap
               rate, the mean is shown to be 7.75 percent. Yield rates again
               range from 10.75 to around 12.00 percent with a mean of 11.56
               percent.
       
          o    For 1993, a total of sixteen transactions have been tracked.
               These sales show an overall average sale price of $242 per square
               foot based upon total GLA sold and $363 per square foot based
               solely upon mall GLA sold. Sales multiples range from .65 to 1.82
               and average 1.15. Capitalization rates continued to rise in 1993,
               showing a range between 7.00 and 10.10 percent. The overall mean
               has been calculated to be 7.92 percent. For sales reporting
               estimated terminal cap rates, the mean is also equal to 7.92
               percent. Yield rates for 1993 sales range from 10.75 to 12.50
               percent with a mean of 11.53 percent for those sales reporting
               IRR expectancies. On balance, the year was notable for the number
               of dominant Class A malls which transferred.
       
          o    Sales data for 1994 shows fourteen confirmed transactions with an
               average unit price per square foot of $197 per square foot of
               total GLA sold and $288 per square foot of mall shop GLA. Sales
               multiples range from .57 to 1.43 and average .96. The mean
               going-in capitalization rate is shown to be 8.37 percent. The
               residual capitalization rates average 8.13 percent. Yield rates
               range from 10.70 to 11.50 percent and average 11.17 percent.
               During 1994 many of the closed transactions involved second and
               third tier malls. This accounted for the significant drop in unit
               rates and corresponding increase in cap rates. Probably the most
               significant sale involved the Riverchase Galleria, a 1.2 million
               square foot center in Hoover, Alabama. LaSalle Partners purchased
               the mall on behalf of the Pennsylvania Public School Employment
               Retirement System for $175.0 million. The reported cap rate was
               approximately 7.4 percent.

================================================================================

                                      -61-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
=================================================================================================================================
REGIONAL MALL SALES                                                                                                         1995
1995 Transaction Chart 
Cushman & Wakefield, Inc.

- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
 Sale                         Sale       Year                         Total           Sold           Shop     Shop    Occu-      
  No  Property/Location       Date       Built      Sale Price         GLA            GLA             GLA     Ratio   pancy      
=================================================================================================================================
<S>                          <C>        <C>       <C>               <C>              <C>            <C>       <C>     <C>        
95-1  Natick Mall            Dec-95      1994     $265,000,000      1,160,733        646,733        436,733   37.6%   99.0%      
      Natick, MA                       (redevel.)   
- ---------------------------------------------------------------------------------------------------------------------------------
95-2  Smith Haven Mall       Dec-95      1969/    $221,000,000      1,351,913        813,786        505,626   37.4%   93.0%      
      Lake Grove, NY                      86     
- ---------------------------------------------------------------------------------------------------------------------------------
95-3  Capitola Mall          Dec-95      1977/     $52,500,000        577,396        577,396        197,396   34.2%   92.0%      
(1)   Capitola, CA                         88    
- ---------------------------------------------------------------------------------------------------------------------------------
95-4  Centre at Salisbury    Aug-95      1990      $78,000,000        884,825        744,825        278,915   31.5%   89.0%      
      Salisbury, MD                              
- ---------------------------------------------------------------------------------------------------------------------------------
95-5  Piedmont Mall          Jul-95      1983/     $39,000,000        534,135        409,135        188,049   35.2%     --       
      Danville, VA                        84     
- ---------------------------------------------------------------------------------------------------------------------------------
95-6  River Oaks Center      Jul-95      1978      $26,200,000        574,657        493,791        219,099   38.1%     --       
      Decatur, AL                                
- ---------------------------------------------------------------------------------------------------------------------------------
95-7  Columbia Mall          Jul-95      1998      $27,650,000        351,364        351,364        128,024   36.4%   96.0%      
      Bloomsberg, PA                             
- ---------------------------------------------------------------------------------------------------------------------------------
95-8  Hot Springs Mall       Jun-95      1982      $22,775,000        389,914        318,033        156,000   40.0%   83.0%      
      Hot Springs, AR                            
- ---------------------------------------------------------------------------------------------------------------------------------
95-9  Westgate Mall          May-95      1960/     $43,000,000        649,185        448,268        253,993   39.1%   77.9%      
      San Jose, CA                        89     
- ---------------------------------------------------------------------------------------------------------------------------------
95-10 Silver City Galleria   Apr-95      1992     $159,106,000      1,005,595        749,595        349,107   34.7%   96.0%      
      East Taunton, MA                           
- ---------------------------------------------------------------------------------------------------------------------------------
95-11 Westgate Mall          Apr-95      1975      $25,300,000        768,000        449,974        272,630   35.5%   85.0%      
      Spartanburg, SC                            
- ---------------------------------------------------------------------------------------------------------------------------------
95-12 Hanover Mall           Jan-95     1971/      $38,000,000        649,130        649,130        298,531   46.0%   90.0%      
      Hanover, MA                        93      
- ---------------------------------------------------------------------------------------------------------------------------------
95-13 Greenbrier Mall        Jan-95     1981       $84,700,000        774,201        594,201        318,595   41.2%   96.0%      
      Chesapeake, VA                             
- ---------------------------------------------------------------------------------------------------------------------------------
95-14 Galleria at Tyler      Jan-95     1970/     $123,750,000      1,044,536        431,640        411,640   39.4%   86.0%      
(2)   Riverside, CA                       91                       
=================================================================================================================================

        Survey Low:                                $22,775,000        351,364        318,033        128,024   31.5%   77.9%      
        Survey High:                              $265,000,000      1,351,913        813,786        505,626   46.0%   99.0%      
- ---------------------------------------------------------------------------------------------------------------------------------
        Survey Mean:                               $86,141,500        765,399        548,419        286,738   37.6%   90.2%      
=================================================================================================================================

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------   
                                                               Capitalization Rates            Unit Rate     Comparison          
 Sale                            Shop                          Going-in  Terminal              Price/GLA     Price/Mall  Sales    
  No  Property/Location         Sales/sf     NOI        NOI/sf    OAR      OAR    IRR          Purchased      Shop GLA  Multiple   
=================================================================================================================================  
<S>                              <C>    <C>            <C>      <C>      <C>     <C>              <C>            <C>     <C>       
95-1  Natick Mall                $416    $21,311,000   $32.95    8.04%   8.00%   10.75%           $410           $607    1.46      
      Natick, MA                                                                                                                   
- --------------------------------------------------------------------------------------------------------------------------------
95-2  Smith Haven Mall           $420   $165,000,000   $20.28    7.47%     --       --            $272           $437    1.04      
      Lake Grove, NY                                                                                                               
- --------------------------------------------------------------------------------------------------------------------------------
95-3  Capitola Mall              $262     $4,987,500    $8.64    9.50%     --       --             $91           $266    1.02      
(1)   Capitola, CA                                                                                                                 
- --------------------------------------------------------------------------------------------------------------------------------
95-4  Centre at Salisbury        $257     $7,020,000    $9.43    9.00%     --       --            $105           $280    1.09      
      Salisbury, MD                                                                                                                
- --------------------------------------------------------------------------------------------------------------------------------
95-5  Piedmont Mall              $250     $3,600,000    $8.80    9.23%     --       --             $95           $207    0.83      
      Danville, VA                                                                                                                 
- --------------------------------------------------------------------------------------------------------------------------------
95-6  River Oaks Center          $200     $2,908,200    $5.89   11.10%     --       --             $53           $120    0.60      
      Decatur, AL                                                                                                                  
- --------------------------------------------------------------------------------------------------------------------------------
95-7  Columbia Mall              $165     $2,958,500    $8.42   10.70%     --       --             $79           $216    1.31      
      Bloomsberg, PA                                                                                                               
- --------------------------------------------------------------------------------------------------------------------------------
95-8  Hot Springs Mall           $240     $2,277,500    $7.16   10.00%     --       --             $72           $146    0.61      
      Hot Springs, AR                                                                                                              
- --------------------------------------------------------------------------------------------------------------------------------
95-9  Westgate Mall              $191     $4,096,457    $9.14    9.53%     --       --             $96           $169    0.89      
      San Jose, CA                                                                                                                 
- --------------------------------------------------------------------------------------------------------------------------------
95-10 Silver City Galleria       $290    $13,219,000   $17.63    8.31%   8.00%   11.00%           $212           $456    1.57      
      East Taunton, MA                                                                                                             
- --------------------------------------------------------------------------------------------------------------------------------
95-11 Westgate Mall              $240     $2,403,500    $5.34    9.50%     --       --             $56            $93    0.39      
      Spartanburg, SC                                                                                                              
- --------------------------------------------------------------------------------------------------------------------------------
95-12 Hanover Mall               $204     $3,811,400    $5.87   10.03%     --       --             $59           $127    0.62      
      Hanover, MA                                                                                                                  
- --------------------------------------------------------------------------------------------------------------------------------
95-13 Greenbrier Mall            $250     $6,600,000   $11.11    7.79%   8.00%   11.50%           $143           $266    1.06      
      Chesapeake, VA                                                                                                               
- --------------------------------------------------------------------------------------------------------------------------------
95-14 Galleria at Tyler          $244     $9,600,000   $22.24    7.76%   8.00%   10.50%           $287           $301    1.23      
(2)   Riverside, CA                                                                                                                
=================================================================================================================================  
                                                                                                                                   
        Survey Low:              $165     $2,277,500    $5.34    7.47%   8.00%   10.50%            $53            $93    0.39      
        Survey High:             $420    $21,311,000   $32.95   11.10%   8.00%   11.50%           $410           $607    1.57      
- --------------------------------------------------------------------------------------------------------------------------------
        Survey Mean:             $259     $7,235,218   $12.35    9.14%   8.00%   10.94%           $145           $264    0.98      
=================================================================================================================================  
</TABLE>                                                         
- ----------

(1)  Cash equivalent price
(2)  Net of allocation for excess land Sale includes cinema.
================================================================================
                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                                       Sales Comparison Approach
================================================================================

          o    Cushman & Wakefield has researched 14 mall transactions which
               have occurred during 1995. With the exception of Sale No. 95-1
               (Natick Mall) and 95-2 (Smith Haven Mall), by and large the
               quality of malls which have sold are lower than what has been
               shown for prior years. For example, the average transaction price
               has been slipping. In 1993, the peak year, the average deal was
               nearly $133.8 million. Currently, it is shown to be $90.7 million
               which is even skewed upward by Sale Nos. 95-1 and 95-2. The
               average price per square foot of total GLA is calculated to be
               $152 per square foot. The range in values of mall GLA sold are
               $93 to $607 with an average of $275 per square foot.
               Characteristic of these lesser quality malls would be higher
               initial capitalization rates. The range for these transactions is
               7.47 to 11.1 percent with a mean of 9.14 percent, the highest
               average over the past five years. Most market participants feel
               that continued turmoil in the retail industry will force cap
               rates to move higher over the ensuing year.

     While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. The following chart summarizes the range and mean
for this unit of comparison by year of sale.

   
  --------------------------------------------------------------------
  Transaction Year   Unit Rate Range*        Mean       Sales Multiple
  --------------------------------------------------------------------
      1991            $203 - $556            $357            1.17
  --------------------------------------------------------------------
      1992            $226 - $511            $320            1.07
  --------------------------------------------------------------------
      1993            $173 - $647            $363            1.15
  --------------------------------------------------------------------
      1994            $129 - $502            $288             .96
  --------------------------------------------------------------------
      1995            $ 93 - $607            $264             .98
  --------------------------------------------------------------------
          *Includes all sales by each respective year.
  --------------------------------------------------------------------



     As discussed, one of the factors which may influence the unit rate is
whether or not anchor stores are included in the total GLA which is transferred.
Thus, a further refinement can be made between those malls which have
transferred with anchor space and those which have included only mall GLA. Chart
A, shown below makes this distinction.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                      CHART A
                                                Regional Mall Sales
                                           Involving Mall Shop Space Only
- --------------------------------------------------------------------------------------------------------------------
          1991                         1992                           1993                          1994
- ---------------------------  ---------------------------   ---------------------------  ----------------------------
Sale      Unit      NOI       Sale      Unit      NOI       Sale      Unit      NOI       Sale      Unit      NOI
No.       Rate     Per SF     No.       Rate     Per SF     No.       Rate     Per SF     No.       Rate     Per SF
- --------------------------------------------------------------------------------------------------------------------
<S>       <C>      <C>        <C>       <C>      <C>        <C>       <C>      <C>        <C>       <C>      <C>   
91- 1     $257     $15.93     92- 2     $348     $25.27     93- 1*    $355     $23.42     94- 1     $136     $11.70
- --------------------------------------------------------------------------------------------------------------------
91- 2     $232     $17.65     92- 9     $511     $33.96     93- 4     $471     $32.95     94- 3     $324     $22.61
- --------------------------------------------------------------------------------------------------------------------
91- 5     $203     $15.89     92-11     $283     $19.79     93- 5     $396     $28.88     94-12     $136     $14.00
- --------------------------------------------------------------------------------------------------------------------
91- 6     $399     $24.23                                   93- 7     $265     $20.55     94-14     $241     $18.16
- --------------------------------------------------------------------------------------------------------------------
91- 7     $395     $24.28                                   93-14     $268     $19.18
- --------------------------------------------------------------------------------------------------------------------
91- 8     $320     $19.51                                        
- --------------------------------------------------------------------------------------------------------------------
91-10     $556     $32.22                                        
====================================================================================================================
Mean      $337     $21.39     Mean     $381      $26.34     Mean      $351     $25.00     Mean      $209     $16.62
====================================================================================================================
* Sale included peripheral GLA
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================

                                      -62-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

     From the above we see that the mean unit rate for sales involving mall shop
GLA only has ranged from approximately $209 to $381 per square foot. We
recognized that these averages may be skewed somewhat by the size of the sample.
It is noted that in 1995 there were no transactions involving only mall shop
GLA.

     Alternately, where anchor store GLA has been included in the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $227 per square foot in 1991, $213 per square foot in 1992,
$196 per square foot in 1993, $193 per square foot in 1994 and $145 per square
foot in 1995. Chart B following depicts this data.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                CHART B
                                          Regional Mall Sales
                                  Involving Mall Shops and Anchor GLA
- -----------------------------------------------------------------------------------------------------
          1991                              1992                                 1993                  
- ---------------------------       ---------------------------      ----------------------------------
Sale       Unit       NOI         Sale      Unit       NOI          Sale        Unit         NOI  
No.        Rate      Per SF       No.       Rate      Per SF        No.         Rae         Per SF
<S>        <C>       <C>          <C>       <C>       <C>           <C>         <C>          <C>       
- -----------------------------------------------------------------------------------------------------
91- 3      $156      $11.30       92- 1     $258      $20.24        93- 2       $225         $17.15    
                                                                                                       
- -----------------------------------------------------------------------------------------------------
91- 4      $228      $16.50       92- 3     $197      $14.17        93- 3       $135         $11.14    
                                                                                                       
- -----------------------------------------------------------------------------------------------------
91- 9      $193      $12.33       92- 4     $385      $29.43        93- 6       $224         $16.39    
                                                                                                       
- -----------------------------------------------------------------------------------------------------
91-11      $234      $13.36       92- 5     $182      $14.22        93- 7       $ 73         $ 7.32   
                                                                                                       
- -----------------------------------------------------------------------------------------------------
91-12      $287      $17.83       92- 6     $203      $16.19        93- 9       $279         $20.66    
                                                                                                       
- -----------------------------------------------------------------------------------------------------
91-13      $242      $13.56       92- 7     $181      $13.60        93-10       $ 97         $ 9.13    
                                                                                                       
- -----------------------------------------------------------------------------------------------------
91-14      $248      $14.87       92- 8     $136      $ 8.18        93-11       $289         $24.64    
                                                                                                       
- -----------------------------------------------------------------------------------------------------
                                  92-10     $161      $12.07        93-12       $194         $13.77    
- -----------------------------------------------------------------------------------------------------
                                                                                                       
                                                                    93-13       $108         $ 9.75    
- -----------------------------------------------------------------------------------------------------
                                                                                                       
                                                                    93-14       $322         $24.10    
- -----------------------------------------------------------------------------------------------------
                                                                                                       
                                                                    93-15       $214         $16.57    
======================================================================================================
Mean      $227      $14.25       Mean        $213     $16.01        Mean        $196         $15.51
======================================================================================================
</TABLE>

================================================================================

                                      -63-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

- --------------------------------------------------------------------------------
                                     CHART B
                               Regional Mall Sales
                       Involving Mall Shops and Anchor GLA
- --------------------------------------------------------------------------------
                 1994                                      1995              
- ------------------------------------       -------------------------------------
  Sale          Unit         NOI           Sale           Unit          NOI    
  No.           Rate        Per SF          No.           Rate         Per SF  
- --------------------------------------------------------------------------------
  94- 2         $296        $23.12         95- 1          $410         $32.95
- --------------------------------------------------------------------------------
  94- 4         $133        $11.69         95- 2          $272         $20.28
- -------------------------------------------------------------------------------
  94- 5         $248        $18.57         95- 3          $ 91         $ 8.64
- --------------------------------------------------------------------------------
  94- 6         $112        $ 9.89         95- 4          $105         $ 9.43
- --------------------------------------------------------------------------------
  94- 7         $166        $13.86         95- 5          $ 95         $ 8.80
- --------------------------------------------------------------------------------
  94- 8         $ 83        $ 7.63         95- 6          $ 53         $ 5.89
- --------------------------------------------------------------------------------
  94- 9         $ 95        $ 8.57         95- 7          $ 79         $ 8.42
- --------------------------------------------------------------------------------
  94-10         $155        $13.92         95- 8          $ 72         $ 7.16
- --------------------------------------------------------------------------------
  94-11         $262        $20.17         95- 9          $ 96         $ 9.14
- --------------------------------------------------------------------------------
  94-13         $378        $28.74         95-10          $212         $17.63
- --------------------------------------------------------------------------------
                                           95-11          $ 56         $ 5.34
- --------------------------------------------------------------------------------
                                           95-12          $ 59         $ 5.87
- --------------------------------------------------------------------------------
                                           95-13          $143         $11.11
- --------------------------------------------------------------------------------
                                           95-14          $287         $22.24
================================================================================
  Mean          $193       $15.62          Mean           $145         $12.35
================================================================================
* Sale included peripheral GLA.
- --------------------------------------------------------------------------------


Analysis of Sales

     Within Chart B, we have presented a summary of recent transactions
(1991-1995) involving regional and super-regional-sized retail shopping malls
from which price trends may be identified for the extraction of value
parameters. These transactions have been segregated by year of acquisition so as
to lend additional perspective on our analysis. Comparability in both physical
and economic characteristics are the most important criteria for analyzing sales
in relation to the subject property. However, it is also important to recognize
the fact that regional shopping malls are distinct entities by virtue of age and
design, visibility and accessibility, the market segmentation created by anchor
stores and tenant mix, the size and purchasing power of the particular trade
area, and competency of management. Thus, the "Sales Comparison Approach", when
applied to a property such as the subject can, at best, only outline the
parameters in which the typical investor operates. The majority of these sales
transferred either on an all cash (100 percent equity) basis or its equivalent
utilizing market-based financing. Where necessary, we have adjusted the purchase
price to its cash equivalent basis for the purpose of comparison.

     As suggested, sales which include anchors typically have lower square foot
unit prices. In our discussions with major shopping center owners and investors,
we learned that capitalization rates and underwriting criteria have become more
sensitive to the contemporary issues dealing with the department store anchors.
As such, investors are looking more closely than ever at the strength of the
anchors when evaluating an acquisition.

     As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

================================================================================

                                      -64-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

     Because the subject is theoretically selling both only mall shop GLA and
owned department stores (Dillard's Mens Shop), we will look at the recent sales
involving both types in Chart B more closely. As a basis for comparison, we will
analyze the subject based upon projected NOI. The NOI has been projected to be
$17.55 per square foot in the first full year of stabilized occupancy (FY 1997),
based upon 413,015+/- square feet of owned GLA. Derivation of the subject's
projected net operating income is presented in the "Income Approach" section of
this report as calculated by the Pro-Ject model. With projected NOI of $17.55
per square foot, the subject is slightly higher than the average established by
14 regional malls which sold in 1995.

     Since the income that an asset will produce has direct bearing on the price
that a purchaser is willing to pay, it is obvious that a unit price which falls
toward the middle of the range indicated by the comparables would be applicable
to the subject. The subject's anticipated net income can be initially compared
to the composite mean of the annual transactions in order to place the subject
in a frame of reference. This is shown on the following chart.

      ------------------------------------------------------------------
      Sales Year      Mean NOI        Subject Forecast     Subject Ratio
      ------------------------------------------------------------------
          1991         $14.25             $17.55              123.16%
      ------------------------------------------------------------------
          1992         $16.01             $17.55              109.62%
      ------------------------------------------------------------------
          1993         $15.51             $17.55              113.15%
      ------------------------------------------------------------------
          1994         $15.62             $17.55              112.36%
      ------------------------------------------------------------------
          1995         $12.35             $17.55              142.11%    
      ------------------------------------------------------------------

     With first year NOI forecasted at approximately 110 to 142 percent of the
mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

Net Income Multiplier Method

     Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment behavior
regarding regional malls. In order to quantify the appropriate adjustments to
the indicated per square foot unit values, we have compared the subject's first
year pro forma net operating income to the pro forma income of the individual
sale properties. In our opinion, a buyer's criteria for the purchase of a retail
property is predicated primarily on the property's income characteristics. Thus,
we have identified a relationship between the net operating income and the sales
price of the property. Typically, a higher net operating income per square foot
corresponds to a higher sales price per square foot. Therefore, this adjustment
incorporates factors such as location, tenant mix, rent levels, operating
characteristics, and building quality.

     Provided below, we have extracted the net income multiplier from each of
the improved sales. We have included only the recent sales data (1995). The
equation for the net income multiplier (NIM), which is the inverse of the
equation for the capitalization rate (OAR), is calculated as follows:

   NIM =      Sales Price
           --------------------
           Net Operating Income

================================================================================

                                      -65-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

              ---------------------------------------------------------
                        Net Income Multiplier Calculation
              ---------------------------------------------------------
                                                            Net Income
               Sale No.      NOI/SF        Price/SF         Multiplier
              ---------------------------------------------------------
                95- 1        $32.95         $410             12.44
              ---------------------------------------------------------
                95- 2        $20.28         $272             13.41
              ---------------------------------------------------------
                95- 3        $ 8.64         $ 91             10.53
              ---------------------------------------------------------
                95- 4        $ 9.43         $105             11.13
              ---------------------------------------------------------
                95- 5        $ 8.80         $ 95             10.80
              ---------------------------------------------------------
                95- 6        $ 5.89         $ 53              9.00
              ---------------------------------------------------------
                95- 7        $ 8.42         $ 79              9.38
              ---------------------------------------------------------
                95- 8        $ 7.16         $ 72             10.06
              ---------------------------------------------------------
                95- 9        $ 9.14         $ 96             10.50
              ---------------------------------------------------------
                95-10        $17.63         $212             12.02
              ---------------------------------------------------------
                95-11        $ 5.34         $ 56             10.49
              ---------------------------------------------------------
                95-12        $ 5.87         $ 59             10.05
              ---------------------------------------------------------
                95-13        $11.11         $143             12.87
              ---------------------------------------------------------
                95-14        $22.24         $287             12.90
              =========================================================
                Mean         $12.35         $145             11.11
              =========================================================

     Valuation of the subject property utilizing the net income multipliers
(NIM) from the comparable properties accounts for the disparity of the net
operating incomes ($NOI's) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIM's are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated for the first year of stabilized occupancy, as detailed
in the "Income Approach" section of this report.


              ---------------------------------------------------------
                           Adjusted Unit Rate Summary
              ---------------------------------------------------------
                            Subject       Net Income    Indicated Price
              Sale No.       NOI/SF       Multiplier         $/SF
              ---------------------------------------------------------
                95- 1        $17.55         12.44            $218
              ---------------------------------------------------------
                95- 2        $17.55         13.41            $235
              ---------------------------------------------------------
                95- 3        $17.55         10.53            $185
              ---------------------------------------------------------
                95- 4        $17.55         11.13            $195
              ---------------------------------------------------------
                95- 5        $17.55         10.80            $190
              ---------------------------------------------------------
                95- 6        $17.55          9.00            $158
              ---------------------------------------------------------
                95- 7        $17.55          9.38            $165
              ---------------------------------------------------------
                95- 8        $17.55         10.06            $177
              ---------------------------------------------------------
                95- 9        $17.55         10.50            $184
              ---------------------------------------------------------
                95-10        $17.55         12.02            $211
              ---------------------------------------------------------
                95-11        $17.55         10.49            $184
              ---------------------------------------------------------
                95-12        $17.55         10.05            $176
              ---------------------------------------------------------
                95-13        $17.55         12.87            $226
              ---------------------------------------------------------
                95-14        $17.55         12.90            $226
              =========================================================
                Mean         $17.55         11.11            $195
              =========================================================

     From the process above, we see that the indicated net income multipliers
range from 9.00 to 13.41 with a mean of 11.11. The adjusted unit rates range
from $158 to $235 per square foot of owned GLA with a mean of $195 per square
foot.

================================================================================

                                      -66-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                       Sales Comparison Approach
================================================================================

     We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center. Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

     The subject property is well positioned within a major metropolitan area.
The property competes directly with Lakeside Shopping Center within its primary
trade area but faces limited secondary competition. Future addition to the
existing inventory will be limited by the lack of available land for
development. However the proposed center in Baton Rouge will impact the subject,
limiting its draw from the west. The subject property contains a total G~LA of
910,555 square feet including three anchor tenant stores, which are owned by
their respective retailers. The property was constructed in 1985 and has been
maintained in good condition. Since its construction the property has maintained
strong occupancy levels (80 - 90%) and achieved sales in excess of $260 per
square foot.

     Considering the preceding factors, we believe that a unit rate range of
$190 to $200 per square foot is appropriate. Applying this unit rate range to
413,015+/- square feet of owned GLA results in a value of approximately $78.5
million to $82.6 million for the subject as presented below:

                 413,015 SF                    413,015 SF
                x      $190                   x      $200
                -----------                   -----------
                $78,472,850                   $82,603,000

           Rounded Value Estimate - Market Sales Unit Rate Comparison
                           $78,500,000 to $82,600,000

================================================================================

                                      -67-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================
 
Introduction

     The Income Approach is based upon the economic principle that the value of
a property capable of producing income is the present worth of anticipated
future net benefits. The net income projected is translated into a present value
indication using the capitalization process. There are various methods of
capitalization that are based on inherent assumptions concerning the quality,
durability and pattern of the income projection.

     Where the pattern of income is irregular due to existing leases that will
terminate at staggered, future dates, or to an absorption or stabilization
requirement on a newer development, the discounted cash flow analysis is the
most accurate.

     Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion of the estimated property value at the end of the
projection period. The estimated value of the reversion at the end of the
projection period is based on the capitalization of the next year's projected
net income. This is the more appropriate method to use in this assignment, given
the step-up in lease rates and the long term tenure of retail tenants.

     A second method of valuation, using the Income Approach, is to directly
capitalize a stabilized net income based on rates extracted from the market or
built up through mortgage equity analysis. This is a valid method of estimating
the market value of a property which is operating at a stabilized level. In the
case of the subject, operations are considered to be reasonable close to
stabilization. Thus, the direct capitalization method will provide additional
support in the valuation process.

Discounted Cash Flow Analysis

     The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted to a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current rent
roll, as well as the rental market for similar properties. Second, the projected
expenses incurred in generating these gross revenues are deducted. Finally, the
residual net income is discounted into a capital sum at an appropriate rate
which is then indicative of the subject property's current value in the
marketplace.

     In this Income Approach to the valuation of the subject, we have utilized a
10-year holding period for the investment with the cash flow analysis commencing
on June 1, 1996. Although an asset such as the subject has a much longer useful
life, an investment analysis becomes more meaningful if limited to a time period
considerably less than the real estate's economic life, but of sufficient length
for an investor. A 10-year holding period for this investment is long enough to
model the assets performance and benefit from its continued lease-up, but short
enough to reasonably estimate the expected income and expenses of the real
estate.

================================================================================

                                      -68-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in the market for this type of real estate establish
certain parameters in the computation of these cash flows and criteria for
decision making which this valuation analysis must include if it is to be truly
market-oriented. These current computational parameters are dependent upon
market conditions in the area of the subject property as well as the market
parameters for this type of real estate which we view as being national in
scale.

     By forecasting the anticipated income stream and discounting future value
at reversion to current value, the capitalization process may be applied to
derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject. In this regard we see the
subject as a long term investment opportunity for a competent owner/developer.

     An analytical real estate computer model that simulates the behavioral
aspects of the property and examines the results mathematically is employed for
the discounted cash flow analysis. In this instance, it is the PRO-JECT Plus+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand. On the facing page is a summary of the
expected annual cash flows from the operation of the subject over the stated
investment holding period.

     A general outline summary of the major steps involved may be listed as
follows:

     1.   Analysis of the income stream: establishment of an economic (market)
          rent for the tenant space; projection of future revenues annually
          based upon the existing and pending leases, probable renewals at
          market rentals, and expected vacancy experience;

     2.   An estimate of a reasonable period of time to achieve stabilized
          occupancy of the existing property and make all necessary improvements
          for marketability (if necessary);

     3.   Analysis of projected escalation recovery income based upon an
          analysis of the property's history as well as the experiences of
          reasonably similar properties;

     4.   A derivation of the most probable net operating income and pre-tax
          cash flow (net operating income) less reserves, tenant improvements,
          leasing commissions and any extraordinary expenses to be generated by
          the property by subtracting all property expenses from the effective
          gross income;

     5.   Estimation of a reversionary sales price based upon a capitalization
          of the net operating income (before reserves, tenant improvements and
          leasing commissions or other capital items).

     Following is a detailed discussion of the components which form the basis
of this analysis.

================================================================================

                                      -69-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

Potential Gross Revenues

     The total potential gross revenues generated by the subject property are
composed of a number of distinct elements; a minimum rent determined by lease
agreement, an additional overage rent based upon a percentage of retail sales, a
reimbursement of certain expenses incurred in the ownership and operation of the
real estate, and other miscellaneous revenues.

     The minimum base rent represents a legal contract establishing a return to
the investors in the real estate, while the passing of certain expenses onto the
tenants serves to maintain this return in an era of continually rising costs of
operation. The additional rent based upon a percentage of retail sales
experienced at the subject property serves to preserve the purchasing power of
the residual income to an equity investor over time. In the initial year of the
investment, FY1997, it is projected that the subject property will generate
approximately $11,794,604 in potential gross revenues, equivalent to $28.56 per
square foot of total appraised GLA of 413,015 square feet. These forecasted
revenues may be allocated to the following components:

          ----------------------------------------------------------- 
                                  The Esplanade
                                 Revenue Summary
                    Initial Year of Investment - Fiscal 1997
          ----------------------------------------------------------- 
          Revenue Component            Amount       Unit       Income 
                                                    Rate        Ratio 
          ----------------------------------------------------------- 
          Minimum Rent              $7,053,887     $17.08      59.81%
          Overage Rent              $  244,662     $ 0.59       2.07%
          Expense Recoveries        $4,470,742     $10.82      37.90%
          Miscellaneous                $25.313      $0.06       0.21%
          ----------------------------------------------------------- 
          Total                    $11,794,604     $28.56     100.00%
         ----------------------------------------------------------- 
          *Reflects total owned GLA of 413,015 SF, figure may not add 
           due to rounding.

Minimum Rental Income

     The minimum rent produced by the subject property is derived from that paid
by the various tenant types. The projection utilized in this analysis is based
upon the actual rent roll and our projected leasing schedule in place as of the
date of appraisal, together with our assumptions as to the absorption of the
vacant space, market rent growth rates and renewal/turnover probability.

     The rental income which an asset such as the subject property will generate
for an investor is analyzed as to its quality, quantity and durability. The
quality and probable duration of income will affect the amount of risk which an
informed investor may expect over the property's useful life. The segregation of
the income stream along these lines allows us to control the variables related
to the centers forecasted performance with greater accuracy. Each tenant type
lends itself to a specific weighting of these variables as the risk associated
with each varies.

     The minimum rents forecasted at the subject property are essentially
derived from various tenant categories: major tenant revenue consisting of base
rent obligations of the one leased anchor store and mall tenant revenues
consisting of all in-line mall shops (As a sub-category of in-line shop rents,
we have segregated food court revenues).

================================================================================

                                      -70-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     In our investigation and analysis of the marketplace, we have surveyed, and
ascertained where possible, rent levels being commanded by competing centers.
However, it should be recognized that large retail shopping malls are generally
considered to be separate entities by virtue of age and design, accessibility,
visibility, tenant mix and the size and purchasing power their trade area.
Consequently, the best measure of minimum rental income is its actual rent roll
leasing schedule.

     As such, our analysis of recently negotiated leases for new and relocation
tenants at the subject provides important insight into perceived market rent
levels for the mall. Inasmuch as a tenant's ability to pay rent is based upon
expected sales achievement, the level of negotiated rents is directly related to
the individual tenant's perception of their expected performance at the mall.

Mall Shops

     Rent from all mall tenants comprises the majority of minimum rent.
Aggregate rent from these tenants is forecasted to be $6,876,237, or $18.77 per
square foot. Minimum rent may be allocated to the following components:

 ------------------------------------------------------------------------------
                                  The Esplanade
                             Minimum Rent Allocation
                               Interior Mall Shops
 ------------------------------------------------------------------------------
                      FY97 Revenue          Applicable GLA*     Unit Rate (SF)
 ------------------------------------------------------------------------------
   Mall Shops          $6,496,140              357,829 SF         $ 18.15
 ------------------------------------------------------------------------------
   Food Court          $  382,997                8,586 SF         $ 44.61
 ------------------------------------------------------------------------------
   Total               $6,876,237              366,415 SF         $ 18.77
 ==============================================================================
   * Represents leasable area as opposed to actual leased or occupied area
     exclusive of non-owned space.
 ==============================================================================

     Our analysis of market rent levels for the in-line shops has resolved
itself to a variety of influencing factors. Although it is typical that larger
tenant spaces are leased at lower per square foot rates and lower percentages,
the type of tenant as well as the variable of location within the mall can often
distort this size/rate relationship. In the initial step of our analysis, we
will look at the actual achieved rents involving leased space only.

     The following table presents an analysis of minimum rent levels achieved
within the subject property for in-line space as of the date of the appraisal.
The revenues reflect leased in-line mall shop spaces including major tenants
(over 10,000 square feet) and exclude kiosks, food court and department stores
(these tenant types are treated separately in a subsequent section of this
report). Note that these are achieved rents for all leases in place as of this
analysis.

================================================================================

                                      -71-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

       ------------------------------------------------------------------
                            Current Rent Achievements
       ------------------------------------------------------------------
                 Tenant                 Achieved     Applicable     Rent
              Classification              Rent          GLA         PSF
       ------------------------------------------------------------------
        0 - 750 SF                      $221,255         4,299    $51.47
        751 -1,200 SF                   $597,252        17,445    $34.24
        1,201 - 2,000 SF                $904,864        32,666    $27.70
        2,001 - 3,500 SF              $1,420,320        71,868    $19.76
        3,501 - 5,000 SF                $806,907        41,670    $19.36
        5,000 - 1 0,000 SF            $1,506,052        79,020    $19.06
        10,001 & above                  $674,584        36,167    $18.65
       ------------------------------------------------------------------
        Average Center                $6,131,234        283,135   $21.65
       ==================================================================

     From the chart, we would expect to see a general pattern of an inverse
relationship between suite size and rent per square foot. That is, as the suite
size increases, the average unit base rent achieved declines. Overall, for the
283,135 square feet of in-line shop tenants surveyed, the average attained base
rent for the mall is shown to be $21.65 per square foot. The objective here is
to demonstrate a reasonably quantifiable pattern between suite size and rent per
square foot. As such, a declining rent per square foot trend relative to suite
size is generally evidenced. Category 1 (less than 750 square feet) shows an
average of $51.47 per square foot, while Category 7 (greater than 10,000 square
feet) shows an average of $18.65 per square foot.

     These leases transactions support the assumption that, typically, there is
an inverse correlation between unit rates and the amount of space being leased,
and they reflect average rates. We recognize that, in practice, there are unit
rate graduations within the tenant categories based on such attributes as
location within the center/building, unit frontage and depth, tenant type and
credit worthiness, concessions, tenant allowances, etc. However, as the tenant
mix and configuration may not be fixed over time, it is more appropriate to
estimate what the average base rental levels paid at the property would be for
the different tenant categories.

     From reviewing the rent schedule, we found that lease terms typically range
from five to twenty years, with ten year leases being most typical. We also
found that most leases carry one or more steps in rent over the lease term.

Market Comparisons - Occupancy Cost Ratios

     In further support of developing a forecast for market rent levels, we have
undertaken a comparison of minimum rent to projected sales and total occupancy
costs to sales ratios. Generally, our research and experience with other
regional malls shows that the ratio of minimum rent to sales falls within the 8
to 12 percent range in the initial year of the lease with 8 percent to 10
percent being most typical. By adding additional costs to the tenant, such as
real estate tax and common area maintenance recoveries, a total occupancy cost
may be derived. Expense recoveries and other tenant charges can add up to 100
percent of minimum rent and comprise the balance of total tenant costs.

================================================================================

                                      -72-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     The typical range for total occupancy cost-to-sales ratios falls between 12
and 15 percent. As a general rule, where sales exceed $250 to $275 per square
foot, 15 percent would be a reasonable cost of occupancy. Experience and
research show that most tenants will resist total occupancy costs that exceed 16
to 18 percent of sales. However, ratios of upwards to 20 percent are not
uncommon. Obviously, this comparison will vary from tenant to tenant and
property to property.

     In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically be
more inclined to pay higher initial base rents. Obviously, the opposite would be
true for poorer performing centers in that tenants would be squeezed by the thin
margins related to below average sales. With fixed expenses accounting for a
significant portion of the tenants' contractual obligation, there would be
little room left for base rent.

     In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past year. This
information is provided on the following page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

================================================================================

                                      -73-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



<TABLE>
<CAPTION>
====================================================================================================================================
OCCUPANCY COST ANALYSIS/COMPARISON
Cushman & Wakefield, Inc.
====================================================================================================================================
                                    Budget     Year    No.    Total     Shop      Avg.    Rec-        Avg.  Rent-   Total
No.       Area Location        State Year     Built  Stories   GLA       GLA      Rent   overies      Sales Sales    Cost   Location
====================================================================================================================================
<S>                             <C>  <C>   <C>          <C> <C>         <C>      <C>       <C>      <C>      <C>    <C>     <C>     
** ULI - Super-Regional Malls   US   1995      --      --     999,544   342,260  $16.30    $8.72    $203.09  8.0%   12.3%
- ------------------------------------------------------------------------------------------------------------------------------------
** ULI - Regional Malls         US   1995      --      --     582,893   261,553  $12.05    $5.82    $176.16  6.8%   10.1%
- ------------------------------------------------------------------------------------------------------------------------------------
** ICSC-All Enclosed Malls      US   1995      --      --     582,893   261,553  $12.05    $5.82    $176.16  6.8%   10.1%
- ------------------------------------------------------------------------------------------------------------------------------------
** ISCS-Malls > 1,000,000sf     US   1995      --      --   1,206,874   407,060  $20.01   $12.57    $271.64  7.4%   12.0%
====================================================================================================================================
 1 Saratoga County MSA          NY   1995  1990/91/93   1     656,501   256,668  $15.79   $15.54    $194.00  8.1%   16.1%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 2 Syracuse MSA                 NY   1995    1954/96    2   1,035,525   410,818  $17.00   $12.90    $208.00  8.2%   14.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 3 Syracuse MSA                 NY   1995    1988/94    1     776,571   311,557  $17.00   $12.12    $198.00  8.6%   14.7%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 4 Rochester MSA                NY   1995    1967/93    2   1,533,574   495,040  $18.00   $13.03    $247.00  7.3%   12.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 5 Jefferson County MSA         NY   1995    1986/93    1     635,765   209,873  $21.96   $15.89    $231.00  9.5%   16.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 6 Buffalo MSA                  NY   1996    1985/89    1     753,105   285,771  $19.67   $14.83    $250.00  7.9%   13.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 7 White Plains MSA             NY   1995    1980/93    4     882,689   326,774  $34.00   $25.31    $380.00  8.9%   15.6%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 8 Fairfield County MSA         CT   1995    1986/91    2   1,270,146   499,868  $32.00   $17.20    $425.00  7.5%   11.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 9 Meriden MSA                  CT   1994    1971/94    2     711,626   292,877  $27.00  $142.00    $333.00  8.1%   12.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
10 Worcester County MSA         MA   1996    1971/87    1     445,875   182,372  $22.36   $14.93    $288.00  7.8%   12.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
11 Boston MSA                   MA   1995    1980/93    1     322,120   155,080  $18.50   $17.40    $208.00  8.9%   17.3%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
12 Bristol County MSA           MA   1995     1992      2   1,005,595   349,107  $21.50   $22.09    $280.00  7.7%   15.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
13 Bristol County MSA           MA   1995    1987/89    2     967,363   374,630  $31.00   $21.71    $404.00  7.7%   13.0%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
14 Essex County MSA             MA   1995    1993/94    2     863,344   329,065  $36.95   $11.27    $350.00 10.6%   13.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
15 Kingston MSA                 MA   1994    1989/92    1     771,007   295,562  $18.44   $14.32    $211.00  8.7%   15.5%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
16 Burlington MSA               VT   1995  1979/89/92   1     490,424   185,398  $23.00    $9.51    $294.00  7.8%   11.1%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
17 Bucks County MSA             PA   1995    1968/75    1     348,309   305,212  $19.35   $10.00    $239.00  8.1%   12.3%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
18 Monmouth County MSA          NJ   1994  1990/91/94   2   1,153,396   525,741  $31.00   $15.70    $338.00  9.2%   13.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
19 Westminster MSA              MD   1995    1987/94    1     524,964   193,557  $16.74   $17.93    $228.00  7.3%   15.2%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
20 Washington-Baltimore         MD   1995    1979/93    2     661,639   245,217  $22.10   $19.86    $285.00  7.8%   14.7%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
21 Baltimore MSA                MD   1995    1956/91    1     863,376   242,376  $19.87   $14.93    $214.00  9.3%   16.3%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
22 Prince William Cty, MSA      VA   1995    1972/96    1     716,796   278,494  $21.50   $15.11    $236.00  9.1%   15.5%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
23 Arlington MSA                VA   1994     1986      4     491,057   222,800  $28.00   $12.98    $300.00  9.3%   13.7%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
24 Bloomingdale MSA             IL   1995  1981/88/91   2   1,292,186   427,609  $21.84   $10.37    $250.00  8.7%   12.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
25 Minneapolis MSA              MN   1995    1962/94    1     982,228   201,561  $21.00   $22.51    $262.00  8.0%   16.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
26 Genesee County MSA           MI   1995    1980/93    1     451,036   230,625  $16.00    $9.01    $219.00  7.3%   11.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
27 Indianapolis MSA             IN   1995    1968/87    1   1,239,059   260,359  $22.43    $9.00    $235.00  9.5%   13.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
28 Tampa MSA                    FL   1995     1995      1     977,047   359,579  $27.00   $12.77    $300.00  9.0%   13.3%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
29 Plantation MSA               FL   1995    1979/93    1   1,004,061   282,952  $28.22   $12.40    $314.00  9.0%    9.0%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
30 Miami MSA                    FL   1995     1982      1   1,120,827   290,385  $29.36    16.55    $355.00  8.3%   12.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
31 Coral Springs MSA            FL   1995    1984/96    1   1,171,127   293,183  $25.90   $11.55    $284.00  9.1%   13.2%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
32 North/Central Kansas         KS   1995    1987/90    1     400,307   185,324  $14.97   $10.31    $212.00  7.1%   11.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
33 Amarillo MSA                 TX   1995    1982/86    1     889,508   316,190  $18.00    $7.53    $200.00  9.0%   12.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
34 Las Vegas MSA                NV   1995     1992      1     241,580   241,580  $91.50   $22.04  $1,183.00  7.7%    9.6%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
35 Las Vegas MSA                NV   1994    1981/93    2     819,374   286,936  $35.00   $13.21    $405.00  8.6%   11.9%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
36 Knoxville MSA                TN   1995    1972/94    1     133,018   382,150  $23.80   $14.00    $333.00  7.1%   11.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
37 Nashville MSA                TN   1995     1990      2     716,462   373,662  $15.25   $13.30    $180.00  8.5%   15.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
38 Riverside County MSA         CA   1995    1970/91    1   1,044,536   411,640  $22.59   $17.00    $250.00  9.0%   15.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
39 Orange County MSA            CA   1994    1975/94    1     810,470   273,970  $21.00   $10.28    $270.00  7.8%   11.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
40 Bellingham MSA               WA   1994     1988      1     769,187   337,557  $20.85   $12.54    $283.00  7.4%   11.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
41 Seattle MSA                  WA   1995    1979/95    1   1,012,754   311,019  $27.35    $7.86    $325.00  8.4%   10.8%   Suburban

====================================================================================================================================
   Survey Mean:                                               833,950   304,724  $23.89   $13.86    $289.51  8.3%   13.4%
====================================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     From this analysis we see that the ratio of base rent to sales ranges from
6.8 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to 17.3
percent when all recoverable expenses are included. The surveyed mean for the
forty-one malls analyzed is 8.3 percent and 13.4 percent, respectively. Some of
the higher ratios are found in older malls situated in urban areas that have
higher operating structures due to less efficient layout and designs, older
physical plants, and higher security costs, which in some malls can add upwards
of $2.00 per square foot to common area maintenance.

     These relative measures can be compared with two well known publications,
The Score by the International Council of Shopping Centers and Dollars & Cents
of Shopping Centers (1995) by the Urban Land Institute. The most recent
publications indicate base rent to sales ratios of 6.8 to 8.0 percent and total
occupancy cost ratios of 10.1 and 12.3 percent, respectively.

     In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

     Based upon the existing tenant profile we have conclude market rents for
the various in-line shop categories of $18.00 to $38.00 per square foot gross.
As presented in the following table:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
         Tenant            Existing    Market      Applicable    Pro Rata    Weighted
      Classification        Rent        Rent          GLA         Share       Average
- -------------------------------------------------------------------------------------
<S>                        <C>         <C>           <C>           <C>         <C>  
0 - 750 SF                 $51.47      $38.00        7,019         1.96%       $0.74
751 -1,200 SF              $34.24      $30.00       23,685         6.62%       $1.99
1,201 - 2,000 SF           $27.70      $27.00       47,789        13.36%       $3.61
2,001 - 3,500 SF           $19.76      $20.00       95,216        26.63%       $5.33
3,501 - 5,000 SF           $19.36      $20.00       62,843        17.57%       $3.51
5,000 - 10,000 SF          $19.06      $19.00       84,888        23.74%       $4.51
10,001 & above             $18.65      $18.00       36,167        10.11%       $1.82
- -------------------------------------------------------------------------------------
Average Total              $21.65                   357,607       100.00%     $21.51
=====================================================================================
</TABLE>


     As presented in the preceding table, our concluded market rents are
generally in-line with the existing rent schedule of the subject property. In
exception to this we have lowered the rental applicable to stores of 750 square
feet or less. This was done as the average for this category is skewed upwards
by the inclusion of one tenant (Great American Company) which pays in excess of
$100 per square foot. The overall average rent is slightly lower than the
existing profile. This is a function of the weighted average for the existing
rent schedule which includes older leases. Given recent trends in the retail
market, we feel a market rent level slightly lower than the existing profiles is
warranted.

================================================================================

                                      -75-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                 Income Approach
================================================================================

Occupancy Cost - Test of Reasonableness

     As a further test of the reasonableness of our concluded rentals, we have
compared the total occupancy costs for the in-line tenants with the 1995 average
sales levels.



- --------------------------------------------------------------------------------
                                     Total                 Base    Total
Market                             Occupancy      1995     Rent   Occ. Cost
Rent      CAM   Taxes     HVAC        Cost        Sales    Ratio    Ratio
- --------------------------------------------------------------------------------
$21.51   $7.76  $1.48     $4.83      $35.58     $263.00    8.18%   13.53%
================================================================================

     The base rent to sales ratio is shown to be 8.18 percent for the subject
property. This percentage is slightly below our survey which is shown to be 8.3
percent. Total occupancy cost as a percentage of sales ranges are shown to be
13.53 percent for the subject. This average is slightly higher but generally
consistent with the average for the centers surveyed of 13.4 percent. Based on
these parameters our conclusions of market rent appear well supported.

     In addition to size, we have also considered the effect of retail product
type on market rent. Industry statistics reveal that certain product types, such
as jewelry stores are able to achieve sales levels far in excess of the mall
average. Correspondingly these tenants are able to afford rentals significantly
higher than comparable space occupied by other types of retails. However, the
success of a mall is dependent upon the synergy of various product types and as
such we have based our projections on a typical tenant mix.

Food Court

     It is considered appropriate to ascribe an individual unit rate to the food
court tenants. the leasing plan provides for a 8,586+/- square foot food court
with 8 units, indicating an average size of 1,073+/- square feet.

     As of the date of inspection, 7 of the 8 food court spaces were occupied.
In aggregate the seven tenants pay $382,997 per annum and occupy 8,097 square
feet, indicating an average rental for the food court tenants of $47.30 per
square foot. In 1995, tenant sales approximated $529 per square foot,
indicating an occupancy cost ratio of 13.47%.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                           Food Court Occupancy Ratio
- -------------------------------------------------------------------------------------------------------
Market             Food                 Other        Total        1995     Base Rent    Total Occ. Cost
 Rent      CAM     Court     Tax       Charges     Occ. Cost      Sales   Sales Ratio     Sales Ratio
- -------------------------------------------------------------------------------------------------------
<S>       <C>     <C>       <C>        <C>          <C>           <C>       <C>             <C>   
$40.00    $7.76   $10.79    $1.48      $11.20       $71.23        $529      7.56%           13.47%
=======================================================================================================
</TABLE>

     Given the relative high cost of occupancy for this space, we believe a
market rental towards the lower end of that currently being achieved is
appropriate and we have therefore concluded a market rent of $40.00 per square
foot.

================================================================================

                                      -76-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

Anchor Tenant Rent
               
     The final category of minimum rent at the subject property involves anchor
tenant stores. As previously noted, the only anchor tenant store included as
part of this appraisal is the Dillard's Men Shop. This store is encumbered by a
long term agreement which, including options, extends beyond our projection
period. The tenant is obligated to pay a nominal base rent amount ($3.75 per
square foot), percentage rent and a contribution towards both common area
maintenance (CAM) and real estate taxes. The reader is referred to the addenda
for complete summary of this tenant's obligations.

Concessions

     Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitor's. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants that
are having trouble leasing, as well as older centers that are losing tenants to
new malls in their trade area. Management reports that free rent has been a
relative non-issue with new retail tenants. A review of the most recent leasing
confirms this observation. It has generally been limited to one or two months to
prepare a suite for occupancy when it has been given.

     Accordingly, we do not believe that it will be necessary to offer free rent
to retail tenants at the subject. It is noted that while we have not ascribed
any free rent to the retail tenants, we have, however, made rather liberal
allowances for tenant workletters which acts as a form of inducement to convince
a tenant to locate at the subject. These allowances are liberal to the extent
that ownership has been relatively successful in leasing space "as is" to
tenants. As will be explained in a subsequent section of this appraisal, we have
made allowances of $10.00 per square foot to new (currently vacant) space and
turnover space. We have also ascribed a rate of $2.00 per square foot to
rollover space. This assumption offers further support for the attainment of the
rent levels previously cited.

Absorption

     Finally, our analysis concludes that the current vacant retail space will
be absorbed over a three year period through July 1999. We have identified
67,149 square feet of vacant space, net of newly executed leases. This is
equivalent to 18.33 percent of mall GLA and 7.37 percent overall. The majority
of the vacant space is located along the side courts which do not benefit from a
strong anchor draw and are thus considered less desirable. The chart on the
facing page details our projected absorption schedule.

     The absorption of the in-line space over a three year period is equal to
5,596+/- square feet per quarter. Based on this lease-up assumption, the
following chart tracks occupancy through 2000, the first full year of stabilized
occupancy.

                              ------------------------
                                  Annual Average
                                Occupancy (Mall GLA)
                              ------------------------
                              1996               80.19
                              1997               84.98
                              1998               92.33
                              1999               97.71
                             -------------------------
 
================================================================================

                                      -77-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

Rent Growth Rates

     Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income growth shows that projections generally range between 3.00 and
4.00 percent for retail centers. Cushman & Wakefield's Winter 1995 survey of
pension funds, REITs, bank and insurance companies, and institutional advisors
reveals that current income forecasts are utilizing average annual growth rates
between zero and 5.0 percent. The low and high mean is shown to be 2.8 and 3.9
percent, respectively. (see Addenda for survey results). The Peter F. Korpacz
Investor Survey (Fourth Quarter 1995) shows slightly more conservative results
with average annual rent growth of 3.16 percent.

     It is not unusual in the current environment to see investors structuring
no growth or even negative growth in the short term. Our review of tenant sales
figures for The Esplanade indicates modest growth over the past three years.
However, the subject property contains a substantial amount of vacant space. In
addition future growth in sales could be impacted by the construction of a new
centers to the west of the subject. The tenants' ability to pay rent is closely
tied to its increases in sales. However, rent growth can be more impacted by
competition and management's desire to attract and keep certain tenants that
increase the mall's synergy and appeal. As such, we have been conservative in
our rent growth forecast.

                        --------------------------------
                        Market Rent Growth Rate Forecast
                        --------------------------------
                        Period       Annual Growth Rate*
                        --------------------------------
                         1996               Flat
                         1997               +2.0%
                        --------------------------------
                         Thereafter         +3.0%
                        --------------------------------
                        * Indicated growth rate over the 
                          previous year's rent
                        --------------------------------

Releasing Assumption

     The typical lease term for new in-line retail leases in centers such as the
subject generally ranges from five to twenty years. Market practice dictates
that in longer lease terms, it is not uncommon to get rent bumps throughout the
lease terms either in the form of fixed dollar amounts or a percentage increase
based upon changes in some index, usually the Consumer Price Index (CPI). Often
the CPI clause will carry a minimum annual increase and be capped at a higher
maximum amount.

     For new tenants in regional malls, ten year terms are most typical.
Essentially, the developer will deliver a "vanilla" suite with mechanical
services roughed-in and minimal interior finish. This allows the retailer to
finish the suite in accordance with their individual interior finish. Because of
the up-front costs incurred by the tenants, a ten-year lease term is usually
required to adequately amortize these costs. A review of the leasing structure
at the subject property suggests lease terms of approximately ten years. We have
incorporated this assumption into our analysis.

     Upon lease expiration, it is our best estimate that there is a 70 percent
probability that existing tenants will renew their lease while the remaining 30
percent will vacate their space at this time.

================================================================================

                                      -78-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     As stated above, it is not uncommon to get increases in base rent over the
life of a lease. The subject's recent leasing activity attests to this
observation as presented in the addenda of this report. In our analysis we have
assumed that new tenants will sign ten-year lease terms at market rents. The
rent for each tenant is projected to remain flat for the first five years of the
lease and include a step of 10% for the second five years.

     Upon lease rollover/turnover, the space is forecasted to be released at the
higher of the last effective rent (defined as minimum rent plus overage rent if
any) and the ascribed market rent as detailed previously increasing by our
market rent growth rate assumption.

Conclusion - Minimum Rent

     In the initial full year of the investment (FY 1997), it is projected that
the subject property will produce approximately $7,053,887 in minimum rental
income. This estimate of base rental income is equivalent to $17.08 per square
foot of total owned GLA. Alternatively, minimum rental income accounts for 59.81
percent of all potential gross revenues. Further analysis shows that over the
holding period (FY 1997-2006), minimum rent advances at an average compound
annual rate of 3.59 percent. This increase is a synthesis of the mall's
lease-up, fixed rental increases as well as market rents from rollover or
turnover of space.

Overage Rent

     In addition to the minimum base rent, many of the tenants of the subject
property have contracted to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Many leases have a natural
breakpoint although an equal number do have stipulated breakpoints. The average
overage percentage for small space retail tenants is in a range of 5 to 6
percent.

     Traditionally, it takes a number of years for a retail center to mature and
gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting the equity investor against
inflation.

     In the "Retail Market Analysis" section of this report, we discussed the
historic and forecasted sales levels for the mall tenants.

     Because of the dynamics of the economy and marketplace, it is difficult to
predict with accuracy what sales will be on an individual tenant level. As such,
we have employed the following methodology.

     o    For existing tenants who report sales, we have forecasted that sales
          will continue at our projected sales growth rate as discussed herein.

     o    For tenants who do not report sales or who do not have percentage
          clauses, we have assumed that a non-reporting tenant will always
          occupy that particular space.

     o    For new tenants, we have projected sales at the forecasted average for
          the center at the start of the lease. In 1996 this would be
          approximately $265 per square foot.

================================================================================

                                      -79-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     Thus, in the initial full year of the investment holding period, overage
revenues are estimated to amount to $244,662 (net of recaptures) equivalent to
$0.59 per square foot of owned GLA and 2.07 percent of potential gross revenues.
A large portion of this percentage rent ($61,780) is attributable to Banana
Republic, who pays 5% of gross sales in lieu of base rent. Beginning in August
1997, this tenant reverts to a more typical lease structure and as a result
percentage rent declines.

     On balance, our forecasts are deemed to be conservative. In addition, over
the ten year projection period income from this source is not anticipated to
appreciate significantly.

Sales Growth Rates

     In the "Retail Market Analysis" section of this report, we discussed that
retail sales in the New Orleans MSA have been increasing at a compound annual
rate of 4.2 percent per annum since 1991, according to Sales and Marketing
Management. According to both the Cushman & Wakefield and Korpacz surveys, major
investors are looking at a range of growth rates of 0 percent initially to a
high of 5 percent in their computational parameters. Most typically, growth
rates of 3 percent to 4 percent are seen in these surveys.

     Nationally, total retail sales have been increasing at a compound annual
rate of 6.2 percent since 1980 and 4.9 percent per annum since 1990. Between
1990 and 1994, GAFO sales have grown at a compound annual rate of 5.83 percent
per year. Through 2000, total retail sales are forecasted to increase by 4.12
percent per year nationally, while GAFO sales are projected to grow by 5.04
percent annually.

     After considering all of the above, we have forecasted tenant sales to
remain flat through 1997 and increase at an annual rate of 3.0% beginning in
1998.

     In all, we believe we have been conservative in our sales forecast for new
and turnover tenants upon the expiration of an initial lease. At lease
expiration, we have forecasted a 30 percent probability that a tenant will
vacate. For new tenants, sales are established based on the mall's average sales
level. Generally, for existing tenants we have assumed that sales continue
subsequent to lease expiration at their previous level unless they were
under-performers that prompted a 100 percent turnover probability then sales are
reset to the corresponding mall overage. In most instances, no overage rent is
generated from new tenants.

Expense Reimbursement Structure

     By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real estate
taxes, common area maintenance (CAM) and certain miscellaneous charges including
mall electric. Common area maintenance and real estate tax recoveries are
generally based upon the tenants pro-rata share of the expense item. Because it
is an older center, there exists numerous variations to the calculation
procedure of each. We have relied upon ownership's calculation for the various
recovery formula's for taxes and CAM. At rollover, all of the tenants are
assumed to be subject to the standard lease form described below. The standard
lease provides for the recovery of these expenses plus a 15 percent
administrative fee.

================================================================================

                                      -80-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

Department Store and Major Tenant Obligations

     Department stores have specified expense obligations. Summaries of the
various operating covenants are provided in the addenda for each department
store. Below is a summary of some of the pertinent terms of each of the anchor
stores:
 
          ---------------------------------------------------------------
                         Major Tenant CAM Reimbursement
          ---------------------------------------------------------------
                                                   1996 CAM          CAM
          Tenant                      Area        Contribution       PSF
          ---------------------------------------------------------------
          Mervyn's                   84,082         $25,225         $0.30
          Dillard's                 177,940        $163,705         $0.92
          Macy's                    235,518        $120,114         $0.51
          ---------------------------------------------------------------

Mall Shop Common Area Maintenance

     Under the standard lease, the mall tenants will pay their pro-rata share of
the balance of the CAM expense plus an administrative charge of 15 percent after
the anchor contribution.

     Provided below is a summary of the standard clause that exists for a new
tenant at the mall.

- --------------------------------------------------------------------------------
                  Common Area Maintenance Recovery Calculation
- --------------------------------------------------------------------------------
CAM Expense     Actual hard cost for year exclusive of interest and depreciation
- --------------------------------------------------------------------------------
Add             Amortization of Capital Items 
- --------------------------------------------------------------------------------
Add             15% Administration fee
- --------------------------------------------------------------------------------
Less            Contributions from department stores, restaurant & temporary
                    tenants
- --------------------------------------------------------------------------------
Equals:         Net pro-ratable CAM billable to mall tenants
- --------------------------------------------------------------------------------

     Amongst the existing tenancy, pro rata share is determined both on the
basis of gross leasable area (GLA) and leased occupied area (LOA) without an
apparent preference for either formula. Discussions with management indicated
that the standard lease for the center is based on a leased occupied area and
that most new tenants are based on this formula. We have this formula into our
projections for all new tenants.

Real Estate Taxes

     Each of the anchor tenants s separately assessed and as such pays real
estate taxes directly to the City and parish. In exception to this Dillard's Men
Shop is assessed as part of the shopping center and contributes their full pro
rata share of taxes.

     Other tenants have various contribution methods. In general, the mall
standard will be for the mall tenants to pay their pro-rata share based upon
average occupied area during the year after major tenant, restaurant and
temporary tenant contributions.

================================================================================

                                      -81-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

Other Reimbursable Expenses

     Other reimbursable expenses include HVAC, water, sewer and trash removal.
The standard lease form at the subject property calls for the tenant to conduct
an energy audit to determine the cost of heating and cooling their particular
unit. An allocation for common area HVAC as well as water, sewer and trash
removal are added to this figure to determine the tenants total contribution.
Until the energy audit is conducted the mall tenants are charged $5.00 per
square foot and the food court tenants are charged $12.00 per square foot.
Discussions with the mall manager indicated that many tenants elect not to
conduct an audit and continue to pay the base amounts. Our review of the 1996
budget indicated that tenant contributions ranged from $0.06 to $13.84 per
square foot for mall tenants and $2.86 to $22.15 for food court tenants. The
average contribution was $4.83 and $11.20 by mall tenants and food court
tenants, respectively. In our analysis we have included existing tenants based
upon actual 1995 contributions and have included new tenants at the mall
averages.

Miscellaneous Income

     The final revenue category consists of a number of sources including:
temporary leasing of in-line space, kiosks and push carts and other
miscellaneous income. We have assumed these revenues are net of our credit loss
provision and will increase by 3% per annum.

Specialty Leasing

     Specialty leasing is typically related to tenants that temporarily occupy
vacant in-line space as well as seasonal kiosks. In the subject property the
permanent kiosks are all leased on a short term basis (generally 12 months) and
as such are also treated as specialty leasing. Management has been relatively
successful with this procedure. Tenants are given either straight fixed rent
deals or are put on a percentage deal until management can better gauge their
potential. Typically, the leases are written on a gross basis and tenants are
not assessed any mall charges. Bump backs which consists of shallow temporary
demising walls are generally written as percentage only leases. Seasonal kiosks
are the push carts or displays that are typically brought in around Christmas
time. Our experience has shown that the typical rate for push carts ranges from
approximately $6,000 to $10,000 for the two month Christmas period and $1,200 to
$1,500 per month thereafter.

     In the initial year of the investment we have forecasted specialty leasing
revenues of $250,000. We project that temporary leasing will grow by 3.0 percent
per year throughout the remainder of the analysis.

Allowance for Vacancy and Credit Loss

     The investor of an income producing property is primarily interested in the
cash revenues that an income-producing property is likely to produce annually
over a specified period of time rather than what it could produce if it were
always 100 percent occupied and all the tenants were actually paying rent in
full and on time. It is normally a prudent practice to expect some income loss,
either in the form of actual vacancy or in the form of turnover, non-payment or
slow payment by tenants. Over the past five years, the subject property has been
operating between 80% and 90% occupancy. We have reflected a 10 percent
stabilized contingency for both stabilized and unforeseen vacancy and credit
loss. Please note that this vacancy and credit loss provision is applied to all
mall tenants equally.

================================================================================

                                      -82-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     In this analysis, we have also forecasted that there is a 70 percent
probability that an existing tenant will renew their lease. Upon turnover, we
have forecasted that rent loss equivalent to eight months would be incurred to
account for the time and/or costs associated with bringing the space back on
line. Thus, minimum rent as well as overage rent and certain other income has
been reduced by this forecasted probability.

     We have calculated the effect of the total provision of vacancy and credit
loss on the in-line shops. Through the 10-years of this cash flow analysis, the
total allowance for vacancy and credit loss, including provisions for downtime,
ranges from a low of 10.77 percent of total potential gross revenues to a high
of 22.81 percent. On average, the total allowance for vacancy and credit loss
over the 10-year projection period averages 14.05 percent of these revenues.
     
         -----------------------------------------------------
                      Total Rent Loss Forecast
         -----------------------------------------------------
            Year        Global         Down-      Total Loss
                       Vacancy         time       Provision
         -----------------------------------------------------
            1997         3.0%         19.81%        22.81%
            1998         5.0%         15.02%        20.02%
            1999        10.0%          7.67%        17.67%
            2000        10.0%          2.29%        12.29%
            2001        10.0%          1.34%        11.34%
            2002        10.0%          1.14%        11.14%
            2003        10.0%          0.87%        10.87%
            2004        10.0%          0.77%        10.77%
            2005        10.0%          1.21%        11.21%
            2006        10.0%          2.37%        12.37%
         -----------------------------------------------------
            Avg.         8.8%          5.25%        14.05%
         =====================================================

     On balance, the aggregate deductions of all gross revenues reflected in
this analysis are based upon overall long-term market occupancy levels and are
considered what a prudent investor would conservatively allow for credit loss.
The remaining sum is effective gross income which an informed investor may
anticipate the subject property to produce. We believe this is reasonable in
light of overall vacancy in this subject's market area as well as the current
leasing structure at the subject.

Effective Gross Income

     In the initial full year of the investment, FY 1997, effective gross
revenues are forecasted to amount to approximately $11,694,651, equivalent to
$28.32 per square foot of total owned GLA.

- --------------------------------------------------------------------------------
                           Effective Gross Revenue Summary
                           Initial Year of Investment - FY1997
- --------------------------------------------------------------------------------
                                   Aggregate Sum      Unit Rate     Income Ratio
- --------------------------------------------------------------------------------
    Potential Gross Income           $12,0470729     $29.17            100.00%
    Less: Vacancy and Credit Loss    $   353,078     $ 0.85              2.93%
- --------------------------------------------------------------------------------
    Effective Gross Income           $11,694,651     $28.32             97.07%
================================================================================


================================================================================

                                      -83-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

Expenses

     The total expenses incurred in the production of income from the subject
property are divided into two categories: reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes,
common area maintenance and electric. The non-reimbursable expenses associated
with the subject property include certain general and administrative expenses,
ownership's contribution to the merchant's association/marketing fund,
management charges and miscellaneous expenses. Other expenses include a reserve
for the replacement of short-lived capital components, alteration costs
associated with bringing the space up to occupancy standards, leasing
commissions and a provision for capital expenditures.

     The various expenses incurred in the operation of the subject property have
been estimated from information provided by a number of sources. We have
reviewed the subject's component operating history for prior years as well as
the owner's 1996 budget for these expense items. This information is provided in
the Addenda. We have compared this information to published data which are
available, as well as comparable expense information. Finally, this information
has been tempered by our experience with other regional shopping centers.

Expense Growth Rates

     Expense growth rates are generally forecasted to be more consistent with
inflationary trends than competitive market forces. The Winter 1995 Cushman &
Wakefield survey of regional malls found the low and high mean from each
respondent to be 3.75 percent. The Fourth Quarter 1995 Korpacz survey reports
that the range in expense growth rates was from 3.0 percent to 5.0 percent with
an average of 3.98 percent, down 13 basis points from one year ago. Unless
otherwise cited, expenses are forecasted to grow by 3.0 percent per annum over
the holding period.

Reimbursable Operating Expenses

     We have analyzed each item of expense individually and attempted to project
what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial year of the
investment holding period. It is noted that the following discussion of expense
is on a calendar year basis. In our cash flow projection all expenses have been
converted to a fiscal year based upon our projected growth rate.

     Common Area Maintenance - This expense category includes the annual cost of
     miscellaneous building maintenance contracts, recoverable labor and
     benefits, security, insurance, landscaping, snow removal, cleaning and
     janitorial, exterminating, supplies, trash removal, exterior lighting,
     common area energy, gas and fuel, equipment rental, interest and
     depreciation, and other miscellaneous charges. In malls where the CAM
     budget is high, discretion must be exercised in not trying to pass along
     every charge as the tenants will resist. As discussed, the standard lease
     agreement allows management to pass along the CAM expense to tenants on the
     basis of occupied gross leasable area. Tenants are subject to a 15 percent
     administrative surcharge. Anchor tenant contributions are then deducted for
     billing purposes.

================================================================================

                                      -84-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================


     Provided on the facing page are actual CAM expense comparables for mall
     which we have recent information. This data shows CAM budgets which
     typically range from $5.00 to $8.00 per square foot. This is also
     consistent with data provided in many of the recent publications of
     industry operating statistics. After considering all of the above, we have
     estimated common area maintenance to be approximately $2,220,000 on an
     annualized basis in calendar year 1996. This is equal to $5.38 per square
     foot of owned GLA (413,015 square feet). This figure is in-line with
     management's forecast and national averages.

     Real Estate Taxes - The projected taxes to be incurred in calendar year
     1996 are equal to $500,000 or $1.21 per square foot of owned GLA. As
     discussed, the standard recovery for the mall is charged on the basis of
     average occupied area of non-major mall tenant GLA. Taxes are charged to
     the mall tenants after first deducting major tenant, restaurant and
     temporary tenant contributions which are estimated at $68,508 (net of
     direct payments) in 1996.

     Utilities - This expense covers the cost of heating and cooling the center.
     As discussed in the Property Description section of this report, the
     subject property is heated and cooled by 20 roof-top package units and is
     distributed to each tenant space via VAV boxes. The tenants are assessed a
     charge for utilities which is based upon an energy of their individual
     space. We have estimated a calendar year 1996 utility expense of $990,000
     or $2.40 per square foot of owned GLA.

     Contract Services - This expense category covers the cost of trash removal,
     water and sewer. This expense are pass through to the tenants along with
     HVAC charges as other reimbursements. In 1996 management has estimated the
     cost of this expense at $89,830 which we have rounded to $90,000 for our
     analysis.

     Food Court Expense - The food court expense is broken out separately from
     CAM and recovered from food court tenants by separate billing. Included in
     this expense are the additional expenses associated with maintaining the
     common seating area, including janitorial, security and utilities. For
     1996, an expense of $54,676 has been projected, which we have rounded to
     $55,000.

Non-Reimbursable Expenses

     The total annual non-reimbursable expenses of the subject property are
projected from accepted practices and industry standards. Again, we have
analyzed each item of expenditure in an attempt to project what the typical
investor in a property similar to the subject would consider reasonable, based
upon actual operations, informed opinion and experience. The following is a
detailed summary and discussion of non-reimbursable expenses incurred in the
operation of the subject property for the initial year. Unless otherwise stated,
it is our assumption that these expenses will increase by 3.0 percent per annum
thereafter.

     General and Administrative - Expenses related to the administrative aspects
     of the mall include salaries, travel and entertainment, and dues and
     subscriptions. A provision is also made for professional services including
     legal and accounting fees and other professional consulting services. In
     1996, we reflect general and administrative expenses of $183,000.

================================================================================

                                      -85-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     Merchant's Association - Merchant's Association charges represent the
     landlord's contribution to the cost of the association for the property. In
     the initial year, the cost is forecasted to amount to $90,000.

     Miscellaneous - This catch-all category is provided for various
     miscellaneous and sundry expenses that ownership will typically incur. Such
     items as unrecovered repair costs, preparation of suites for temporary
     tenants, certain nonrecurring expenses, expenses associated with
     maintaining the vacant space and bad debts in excess of our credit loss
     provision would be included here. In the initial year, these miscellaneous
     items are forecasted to amount to approximately $36,500.

     Management - The annual cost of managing the subject property is projected
     to be 3.5 percent of minimum and percentage rent. In the initial year of
     our analysis, this amount is shown to be $218,956. Alternatively, this
     amount is equivalent to approximately 1.87 percent of effective gross
     income. Our estimate is reflective of a typical management agreement with a
     firm in the business of providing professional management services. This
     amount is considered typical for a retail complex of this size. Our
     investigation into the market for this property type indicates an overall
     range of fees of 3 to 5 percent. Since we have reflected a structure where
     ownership separately charges leasing commissions, we have used the lower
     end of the range as providing for compensation for these services.

     Alterations - The principal component of this expense is ownership's
     estimated cost to prepare a vacant suite for tenant use. At the expiration
     of a lease, we have made a provision for the likely expenditure of some
     monies on ownership's part for tenant improvement allowances. In this
     regard, we have forecasted a cost of $10.00 per square foot for turnover
     space (initial cost growing at expense growth rate) weighted by our
     turnover probability of 30 percent. We have forecasted a rate of $2.00 per
     square foot for renewal (rollover) tenants, based on a renewal probability
     of 70 percent. The blended rate based on our 70/30 turnover probability is
     therefore $4.40 per square foot. The provision made here for tenant work
     lends additional conservatism our analysis. These costs are forecasted to
     increase at our implied expense growth rate.

     Leasing Commissions - Many owners now charge leasing commissions
     internally. A typical structure is either a flat amount per square foot or
     a percentage of the rent payment. We have chosen a rate of $3.50 per square
     foot for new tenants and $1.50 per square foot for renewal tenants. This
     structure implies a layout up front at the start of a lease. We have
     elected to model this formula as it is within the range of charges we have
     seen for these services. The cost is weighted by our 70/30 percent
     renewal/turnover probability. Thus, upon lease expiration, a leasing
     commissions charge of $2.10 per square foot would be incurred.

     Replacement Reserves - It is customary and prudent to set aside an amount
     annually for the replacement of short-lived capital items such as the roof,
     parking lot and certain mechanical items. We feel that over a holding
     period, some repairs or replacements will be needed that will not be passed
     on to the tenants. For purposes of this report, we have estimated an
     expense of $0.20 per square foot of owned GLA during the first year,
     thereafter increasing by our expense growth rate throughout our cash flow
     analysis.

================================================================================

                                      -86-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

Net Income/Net Cash Flow

     The total expenses of the subject property including alterations,
commissions, capital expenditures, and reserves are annually deducted from total
income, thereby leaving a residual net operating income or net cash flow to the
investors in each year of the holding period before debt service. In the initial
year of investment, the net income is forecasted to be equal to approximately
$7.25 million which is equivalent to 62 percent of effective gross income.
Deducting other expenses including capital items results in a net cash flow
before debt service of approximately $6.85 million.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                 The Esplanade
                               Operating Summary
                      Initial Year of Investment - FY1997
- ------------------------------------------------------------------------------------------
                                         Aggregate Sum        Unit Rate*   Operating Ratio
- ------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>            <C>   
   Effective Gross Income                 $11,694,651           $28.32         100.0%
   Operating Expenses                      $4,444.190           $10.76          38.0%
   Net Income                              $7,250,461           $17.55          62.0%
   Other Expenses                            $397,273            $0.96           3.4%
   Cash Flow                               $6,853,188           $16.59          58.6%
- ------------------------------------------------------------------------------------------
 * Based on total owned GLA of 413,015 square feet
- ------------------------------------------------------------------------------------------
</TABLE>

     Our cash flow model has forecasted the following compound annual growth
rates over the thirteen year holding period 1997-2006.

               Net Income:                      2.57%
               Cash Flow:                       2.43%

     Growth rates are shown to be 2.57 and 2.43 percent, respectively, which is
a reasonable forecast for a real estate investment of the subject's caliber.

Investment Parameters

     After projecting the income and expense components of the subject property,
investment parameters must be set in order to forecast property performance over
the holding period. These parameters include the selection of capitalization
rates (both initial and terminal) and application of the appropriate discount or
yield rate, also referred to as the internal rate of return (IRR).

Selection of Capitalization Rates

     Overall Rate

     The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are also affected by the existing leasing schedule of the
property, the strength or weakness of the local rental market, the property's
position relative to competing properties, and the risk/return characteristics
associated with competitive investments.

================================================================================

                                      -87-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     The trend has been for rising capitalization rates. We feel that much of
this has to do with the quality of the product that has been selling. Sellers of
the better performing dominant Class A malls have been unwilling to waver on
their pricing. Many of the malls which have sold over the past 18 to 24 months
are found in less desirable second or third tier locations or represent
turnaround situations with properties that are poised for expansion or
remerchandising. With fewer buyers for the top performing assets, sales have
been somewhat limited.

         --------------------------------------------------------------
                          Overall Capitalization Rates
                              Regional Mall Sales
         --------------------------------------------------------------
          Year             Range           Mean     Basis Point Change
         --------------------------------------------------------------
          1988         5.00% -  8.00%      6.16%            --
          1989         4.58% -  7.26%      6.05%           -11
          1990         5.06% -  9.11%      6.33%           +28
          1991         5.60% -  7.82%      6.44%           +11
          1992         6.00% -  7.97%      7.31%           +87
          1993         7.00% - 10.10%      7.92%           +61
          1994         6.98% - 10.29%      8.37%           +45
          1995         7.47% - 11.10%      9.14%           +77
         --------------------------------------------------------------

     The data above shows that, with the exception of 1989, the average cap rate
has shown a rising trend each year. Between 1988 and 1989, the average rate
declined by 11 basis points. This was partly a result of dramatically fewer
transactions in 1989 as well as the sale of Woodfield Mall at a reported cap
rate of 4.58 percent. In 1990, the average cap rate jumped 28 basis points to
6.33 percent. Among the 16 transactions we surveyed that year, there was a
marked shift of investment criteria upward with additional basis point risk
added due to the deteriorating economic climate for commercial real estate.
Furthermore, the problems with department store anchors added to the perceived
investment risk.

     1992 saw owners become more realistic in their pricing as some looked to
move product because of other financial pressures. The 87 basis point rise to
7.31 percent reflected the reality that, in many markets, malls were not
performing as strongly as expected. A continuation of this trend was seen in
1993 as the average rate increased by 61 basis points. The trend in deals over
the past two year period shows a respective rise in average cap rates of 45 and
77 basis points. For the year, 1994 transactions were a mix of quality ranging
from premier, institutional grade centers (Biltmore Fashion Park, Riverchase
Galleria) to B-centers such as Corte Madera Town Center and Crossroads Mall. The
continuation of this trend into 1995 is in evidence as owners of the better
quality malls are either aggressively pricing them or keeping them off of the
market until it improves further. Also, the beating that REIT stocks took has
forced up their yields thereby putting pressure on the pricing levels they can
justify.

     Much of the buying over the past 18 to 24 months has been opportunistic
acquisitions involving properties selling near or below replacement cost. Many
of these properties have languished due to lack of management focus or expertise
as well as a limited ability to make the necessary capital commitments for
growth. As these opportunities become harder to find, we believe that investors
will again begin to focus on the stable returns of the dominant Class A product.

================================================================================

                                      -88-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     The Cushman & Wakefield's Winter 1995 survey reveals that going-in cap
rates for regional shopping centers range between 7.0 and 9.0 percent with a low
average of 7.47 and high average of 8.25 percent, respectively; a spread of 78
basis points. Generally, the change in average capitalization rates over the
Spring 1995 survey shows that the low average decreased by 3 basis points, while
the upper average increased by 15 points. Terminal, or going-out rates are now
averaging 8.17 and 8.83 percent, representing an increase of 22 basis points and
23 basis points, from Spring 1995 averages.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                          Cushman & Wakefield Valuation Advisory Services
                                           National Investor Survey - Regional Malls (%)
- ------------------------------------------------------------------------------------------------------------------------------------
                               Winter 1994                             Spring 1995                             Winter 1995
Investment             ---------------------------------       -------------------------------     ---------------------------------
Parameters               Low                 High                 Low                High                Low                 High
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                <C>                <C>               <C>                 <C>         
  OAR/Going-In         6.50 -  9.50         7.50 -  9.50       7.00 -  8.50       7.50 -  8.50      7.00 -  8.00        7.50 -  9.00
                           7.6                  8.4                7.50               8.1               7.47                8.25
- ------------------------------------------------------------------------------------------------------------------------------------
  OAR/Terminal         7.00 -  9.50         7.50 - 10.50       7.50 -  8.75       8.00 -  9.25      7.00 -  9.00        8.00 - 10.00
                           8.0                  8.8                7.95               8.6               8.17                8.83
- ------------------------------------------------------------------------------------------------------------------------------------
    IRR               10.00 - 11.50        10.00 - 13.00      10.00 - 11.50      11.00 - 12.00     10.00 - 11.50       10.50 - 12.00
                          10.5                 11.5               10.70              11.4              10.72               11.33
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The Fourth Quarter 1995 Peter F. Korpacz survey finds that cap rates have
remained relatively stable. They recognize that there is extreme competition for
the few premier malls that are offered for sale which should exert downward
pressure on rates. However, most of the available product is B or C quality
which are not attractive to most institutional investors. The survey did,
however, note a dramatic change for the top tier investment category of 20 to 30
true "trophy" assets in that investors think it is unrealistic to assume that
cap rates could fall below 7.0 percent.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                National Regional Mall Market
                                     Fourth Quarter 1995
- ----------------------------------------------------------------------------------------------
Key Indicators                Current Quarter          Last Quarter             Year Ago
- ----------------------------------------------------------------------------------------------
Free & Clear Equity IRR
- ----------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                      <C>          
RANGE                          10.00%-14.00%           10.00%-14.00%            10.00%-14.00%
AVERAGE                            11.55%                  11.55%                   11.60%
- ----------------------------------------------------------------------------------------------
CHANGE (Basis  Points)              --                       0                       -5
- ----------------------------------------------------------------------------------------------
Free & Clear Going-In Cap Rate
- ----------------------------------------------------------------------------------------------
RANGE                           6.25%-11.00%            6.25%-11.00%             6.25%-11.00%
AVERAGE                             7.86%                   7.84%                    7.73%
- ----------------------------------------------------------------------------------------------
CHANGE (Basis Points)               --                       +2                      +13
- ----------------------------------------------------------------------------------------------
Residual Cap Rate
- ----------------------------------------------------------------------------------------------
RANGE                           7.00%-11.00%            7.00%-11.00%             7.00%-11.00%
AVERAGE                             8.45%                   8.45%                    8.30%
- ----------------------------------------------------------------------------------------------
CHANGE (Basis Points)               --                       0                       +15
- ----------------------------------------------------------------------------------------------
Source: Peter Korpacz Associates, Inc. - Real Estate Investor Survey Fourth
  Quarter - 1995
- ----------------------------------------------------------------------------------------------
</TABLE>

     As can be seen from the above, the average IRR has decreased by 5 basis
points to 11.55 percent from one year ago. However, it is noted that this
measure has been relatively stable over the past three months. The quarter's
average initial free and clear equity cap rate rose 13 basis points to 7.86
percent from a year earlier, while the residual cap rate increased 15 basis
points to 8.45 percent.

================================================================================

                                      -89-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and
re-merchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities are now serious impediments
to new retail development.

     Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters 1996
in view of the wave of retail chains whose troublesome earnings are forcing
major restructures or even liquidation's. (The reader is referred to the
National Retail Overview in the Addenda of this report). Trends toward more
casual dress at work and consumers growing pre-occupation with their leisure and
home lives have created the need for refocused leasing efforts to bring those
tenants to the mall that help differentiate them from the competition. As such,
entertainment, a loosely defined concept, is one of the most common directions
malls have taken. A trend toward bringing in larger specialty and category
tenants to the mall is also in evidence. The risk from an owner's standpoint is
finding that mix which works the best.

     Nonetheless, the cumulative effect of these changes has been a rise in
rates as investors find it necessary to adjust their risk premiums in their
underwriting.

     Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

     Cap Rate Range        Category

     7.0% to 7.5%           Top 20 to 25+/- malls in the country.

     7.5% to 8.5%           Dominant Class A investment grade property, high
                            sales levels, relatively good health ratios,
                            excellent demographics (top 50 markets), and
                            considered to present a significant barrier to entry
                            within its trade area.

     8.5% to 10.5%          Somewhat broad characterization of investment
                            quality properties ranging from primary MSAs to
                            second tier cities. Properties at the higher end of
                            the scale are probably somewhat vulnerable to new
                            competition in their market.

     10.5% to 12.0%         Remaining product which has limited appeal or
                            significant risk which will attract only a smaller,
                            select group of investors.

================================================================================

                                      -90-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Conclusion - Initial Capitalization Rate

     The Esplanade Mall is located in Kenner, Louisiana, a suburb of the New
Orleans MSA. The overall demographics of this area are favorable to retail
development and would attract investors and developers to the area. The subject
property competes directly with Lakeside Mall which is located approximately 6
miles from the subject. Despite the presence of this competition, the subject
has achieved healthy tenant sales figures, in excess of $260 per square foot.
However the subject property will face additional competition form a new
regional mall which is being constructed in Baton Rouge, approximately 30 miles
west of the subject. The subject property was constructed in 1985 and has been
adequately maintained. The property's design and appeal should allow it to
effectively compete with the added supply.

     On balance, we believe that a property with the sought after
characteristics of the subject would potentially trade at an overall rate
between 8.75 and 9.25 percent based on first year income if it were operating on
a stabilized basis.

     Terminal Capitalization Rate

     The residual cash flows annually generated by the subject property comprise
only the first part of the return which an investor will receive. The second
component of this investment return is the pre-tax cash proceeds from the resale
of the property at the end of a projected investment holding period. Typically,
investors will structure a provision in their analyses in the form of a rate
differential over a going-in capitalization rate in projecting a future
disposition price. The view is that the improvement is then older and the future
is harder to visualize hence a slightly higher rate is warranted for added risks
in forecasting. On average, our rate survey shows a 38 basis point differential.

     Therefore, to the range of stabilized overall capitalization rates, we have
added 25 basis points to arrive at a projected terminal capitalization rate
ranging from 9.00 to 9.50 percent. This provision is made for the risk of
lease-up and maintaining a certain level of occupancy in the center, its level
of revenue collection, the prospects of future competition, as well as the
uncertainty of maintaining the forecasted growth rates over such a holding
period. In our opinion, this range of terminal rates would be appropriate for
the subject. Thus, this range of rates is applied to the following year's net
operating income before reserves, capital expenditures, leasing commissions and
alterations as it would be the first received by a new purchaser of the subject
property. Applying a rate of 9.25 percent for disposition, a current investor
would dispose of the subject property at the end of the investment holding
period for an amount of approximately $103.4 million based on 2007 net income of
approximately $9.6 million.

     From the projected reversionary value to an investor in the subject
property, we have made a deduction to account for the various transaction costs
associated with the sale of an asset of this type. These costs consist of 2.0
percent of the total disposition price of the subject property as an allowance
for transfer taxes, professional fees, and other miscellaneous expenses
including an allowance for alteration costs that the seller pays at final
closing. Deducting these transaction costs from the computed reversion renders
the pre-tax net proceeds of sale to be received by an investor in the subject
property at the end of the holding period.




================================================================================

                                      -91-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                 Income Approach
================================================================================

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                              Net Proceeds at Reversion
=======================================================================================
Net Income 2007       Gross Sale Price     Less Costs of Sale and
                                         Miscellaneous Expenses @ 2.0%     Net Proceeds
- ---------------------------------------------------------------------------------------
<S>                   <C>                       <C>                        <C>         
$9,561,833            $103,371,168              $2,067,423                 $101,303,744
- ---------------------------------------------------------------------------------------
</TABLE>


Selection of Discount Rate

     The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

     A yield or discount rate differs from an income rate, such as cash-on-cash
(equity dividend rate), in that it takes into consideration all equity benefits,
including the equity reversion at the time of resale and annual cash flow from
the property. The internal rate of return is the single-yield rate that is used
to discount all future equity benefits (cash flow and reversion) into the
initial equity investment. Thus, a current estimate of the subject's present
value may be derived by discounting the projected income stream and reversion
year sale at the property's yield rate.

     Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Winter 1995 survey, investors
in regional malls are currently looking at broad rates of return between 10.0
and 12.0 percent, down slightly from our last two surveys. The indicated low and
high means are 10.72 and 11.33 percent, respectively. Peter F. Korpacz reports
an average internal rate of return of 11.55 percent for the Fourth Quarter 1995,
down 5 basis points from the year ago level.

     The yield rate on a long term real estate investment can also be compared
with yield rates offered by alternative financial investments since real estate
must compete in the open market for capital. In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities. The following is a list of rates offered by other
types of securities.

                =======================================================
                   Market Rates and Bond Yields (%)            May 1996
                =======================================================
                      Reserve Bank Discount Rate                  5.63
                -------------------------------------------------------
                      Prime Rate (Monthly Average)                8.25
                -------------------------------------------------------
                          U.S. Treasury (1-10 yr)                 6.42
                -------------------------------------------------------
                          U.S. Treasury (10 yr +)                 7.29
                -------------------------------------------------------
                      Corporate Bonds (1 - 10 yr) AAA-AA          7.07
                =======================================================
                 Source: Wall Street Journal
                =======================================================

     This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless level
of investment might be seen in the reserve bank discount rate at 5.63 percent. A
more risky investment, such as corporate bonds, would currently yield a much
higher rate of 7.07 percent. The prime rate is currently 8.25 percent. One to
ten year treasury notes are currently yielding around 6.42 percent, while bonds
of ten-year or more are at 7.29 percent.


================================================================================

                                       -92-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                 Income Approach
================================================================================

     Real estate investment typically requires a higher rate of return (yield)
and is greatly influenced by the relative health of financial markets. A retail
center investment tends to incorporate a blend of risk and credit based on the
tenant mix, the anchors that are included (or excluded) in the transaction, and
the assumptions of growth incorporated within the cash flow analysis. An
appropriate discount rate selected for a retail center thus attempts to consider
the underlying credit and security of the income stream, and includes an
appropriate premium for liquidity issues relating to the asset.

     There has historically been a consistent relationship between the spread in
rates of return for real estate and the "safe" rate available through long-term
treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

     Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers to entry for future competitive supply. These and other
"dominant" malls will have average mall shop sales above $300 per square foot
and be attractive investment vehicles in the current market. It is our opinion
that the subject would attract high interest from institutional investors if
offered for sale in the current marketplace. There is not an abundance of
regional mall assets of comparable quality currently available, and many
regional malls have been included within REITs, rather than offered on an
individual property basis. However, we must further temper our analysis due to
the fact that there remains some risk that the inherent assumptions employed in
our model come to full fruition.

     Finally, application of these rate parameters to the subject should entail
some sensitivity to the rate at which leases will be expiring over the
projection period. Provided below is a summary of the forecasted lease
expiration schedule for the subject. A complete expiration report is included in
the Addenda.

        ----------------------------------------------------------
                           Lease Expiration Schedule*
        ----------------------------------------------------------
           Calendar Year     No. of Leases    GLA(SF)  Cumulative
        ----------------------------------------------------------
             1997                  19         32,578       8
             1998                  15         32,465       16
             1999                  11         32,694       24
             2000                  11         15,518       27
             2001                  7          20,428       32
             2002                  5          16,021       36
             2003                  4          21,394       41
             2004                  6          20,548       46
             2005                  9          33,386       54
             2006                  20         57,387       68
             2008                  10         19,962       73
         ==========================================================
         *    Includes mall shops, kiosks, food court and satellite
              tenants.
         ==========================================================

================================================================================

                                      -93-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                 Income Approach
================================================================================

     From the above, we see that a relatively small percentage (27 percent) of
the GLA will expire by 2000. The largest expiration year is 2006 when leases
totaling 57,387+/- square feet of the center will expire. Over the total
projection period, 73% at the mall (excluding anchors) will turnover. Overall,
consideration is given to this in our selection of an appropriate risk rate. We
would also note that much of the risk factored into such an analysis is
reflected in the assumptions employed within the cash flow model, including rent
and sales growth, turnover, reserves, and vacancy provisions.

     We have briefly discussed the investment risks associated with the subject.
On balance, it is our opinion that an investor in the subject property would
require an internal rate of return between 11.50 and 12.00 percent.

Present Value Analysis

     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 10 to 20 years and are sufficient for
the majority of institutional grade real estate such as the subject to meet the
criteria noted above. In the instance of the subject, we have analyzed the cash
flows anticipated over a ten-year period commencing on June 1, 1996.

     A sale or reversion is deemed to occur at the end of the 10th year (May
2006), based upon capitalization of the following year's net operating income.
This is based upon the premise that a purchaser in the 11th year is buying the
following year's net income. Therefore, our analysis reflects this situation by
capitalizing the first year of the next holding period.

     The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash flow
and eventual property reversion has been based on an analysis of anticipated
yield rates of investors dealing in similar investments. The rates
reflect-acceptable expectations of yield to be achieved by investors currently
in the marketplace shown in their current investment criteria and as extracted
from comparable property sales.

     ---------------------
     Cash Flow Assumptions
     ---------------------

     Our cash flows forecasted for the mall have been presented. To reiterate,
the formulation of these cash flows incorporated into our computer model the
following general assumptions.

     1.   The pro forma is presented on a fiscal year basis commencing on June
          1, 1996. The present value analysis is based on a 10 year holding
          period commencing from June 1, 1996. In this regard, we have projected
          that the investment will be sold at the year ending May 2006.

     2.   Existing lease terms and conditions remain unmodified until their
          expiration. At expiration, it has been assumed that there is an 70
          percent probability that the existing retail tenants will renew their
          lease. Executed and high probability pending leases have been assumed
          to be signed in accordance with negotiated terms as of the date of
          valuation.


================================================================================

                                      -94-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach
================================================================================

     3.   1996 base date market rental rates for existing tenants have been
          established according to tenant size with consideration given to
          location within the mall, the specific merchandise category, as well
          as the tenants sales history. Lease terms throughout the total complex
          vary but for new in-line mall tenants' are generally 5 to 12 years.
          While some have been flat, others have one or two step-ups over the
          course of the term. Upon renewal, it is assumed that new and renewal
          leases are written for 10 years with a 10% step in the sixth year of
          the lease term.

     4.   Market rents have been established for 1996 based upon an overall
          average of about $21.55 per square foot for in-line mall shop space.
          Subsequently, it is our assumption that market rental rates for mall
          tenants will increase by 2 percent in 1997 and 3 percent per year
          thereafter.

     5.   Most tenants have percentage rental clauses providing for the payment
          of overage rent. We have relied upon average sales data as provided by
          management. In our analysis, we have forecasted that sales will
          increase by 3 percent throughout the balance of the holding period.

     6.   Expense recoveries are based upon terms specified in the various lease
          contracts. The standard lease contract for real estate taxes and
          common area maintenance billings for interior mall tenants is based
          upon a tenants' pro rata share with the latter carrying an
          administrative surcharge of 15 percent. Pro-rata share is generally
          calculated on leased occupied area (LOA) as opposed to gross leasable
          area (GLA). Department store contributions are deducted before pass
          through to the mall shops.

     7.   Income lost due to vacancy and non-payment of obligations has been
          based upon our turnover probability assumption as well as a global
          provision for credit loss. Upon the expiration of a lease, there is 30
          percent probability that the retail tenant will vacate the suite. At
          this time we have forecasted that rent loss equivalent to 8 months
          rent would be incurred to account for the time associated with
          bringing the space back on-line. In addition, we have forecasted an
          annual global vacancy and credit loss of gross rental income of 10
          percent. This global provision is applied to all tenants excluding
          anchor department stores.

     8.   Operating expenses have been developed from the historical experience
          of the subject and management's budget from which we have recast
          certain expense items. Expenses have also been compared to industry
          standards as well as our general experience in appraising regional
          malls throughout the northeast. Operating expenses are generally
          forecasted to increase by 3 percent per year except for management
          which is based upon 3.5 percent of minimum and percentage rent
          annually. Taxes are also forecasted to grow at 3 percent per year.
          Alteration costs are assumed to escalate at our forecasted expense
          inflation rate.

     9.   A provision for initial capital reserves of approximately $82,000
          equal to approximately $0.10 per square foot of owned GLA has been
          reflected. An alteration charge of $15.00 per square foot has been
          utilized for new mall tenants. Renewal tenants have been given an
          allowance of $5.00 per square foot. Leasing commissions reflect a rate
          structure of $3.00 per square foot for new leases and $1.50 per square
          foot for renewal leases.

================================================================================

                                      -95-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                                                 Income Approach

================================================================================

     For a property such as the subject, it is our opinion that an investor
would require an overall discount rate in the range of 11.50 to 12.5 percent.
Accordingly, we have discounted the projected future pre-tax cash flows to be
received by an equity investor in the subject property to a present value so as
to yield 11.50 to 12.50 percent at 25 basis point intervals on equity capital
over the holding period. This range of rates reflects the risks associated with
the investment. Discounting these cash flows over the range of yield and
terminal rates now being required by participants in the market for this type of
real estate places additional perspective upon our analysis. A valuation matrix
for the subject appears on the facing page.

     Through such a sensitivity analysis, it can be seen that the present value
of the subject property varies from approximately $78.1 to $82.4 million. Giving
consideration to all of the characteristics of the subject previously discussed,
we feel that a prudent investor would require a yield which falls near the
middle of the range outlined above for this property. Accordingly, we believe
that, based upon all of the assumptions inherent in our cash flow analysis, an
investor would look toward an IRR around 11.75 percent and a terminal rate
around 9.25 percent as being most representative of the subject's value in the
market.

     In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a market value of $80.2 million for the
subject property as of April 25, 1996. The indices of investment generated
through this indicated value conclusion are shown on the following facing page.

     We note that the computed equity yield is not necessarily the true rate of
return on equity capital. This analysis has been performed on a pre-tax basis.
The tax benefits created by real estate investment will serve to attract
investors to a pre-tax yield which is not the full measure of the return on
capital.

Direct Capitalization

     To further support our value conclusion derived via the discounted cash
flow analysis, we have also utilized the direct capitalization method. In direct
capitalization an overall rate is applied to the net operating income of the
subject property. In this case, we will again consider the indicated overall
rates from the comparable sales in the Sales Comparison Approach as well as
those rates established in our Investor Survey. The sales displayed in our
summary charts developed overall rates ranging from 5.60 to 9.0 percent. More
recently, the mean was 7.64 percent for 1993 transactions, 8.37 percent for 1994
transactions and 8.96 percent for 1995. These rates are summarized in the
following chart.

       ================================================================
                          Overall Capitalization Rates
       ================================================================
                  Source                             Average Rate (%)
        Cushman & Wakefield Survey               Low              7.5
       ----------------------------------------------------------------
        Korpacz Survey                           High             8.1
       ----------------------------------------------------------------
        Recent Transactions (1994-1995)                   8.37 - 8.96
       ================================================================

================================================================================

                                      -96-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                 Income Approach
================================================================================

     Generally, new construction and centers leased at economic rates tend to
sell for relatively high overall capitalization rates. Conversely, centers that
are older, contain below market leases, and reflect leasing profiles with good
upside potential tend to sell with lower overall capitalization rates. The
subject property is located in a major metropolitan area, but faces direct
competition from the Lakeside's shopping center. Despite this competition the
subject has maintained strong sales levels, however, additional competition in
the form of a new regional center in Baton Rouge looms on the horizon.
Furthermore, investors of late have shown a conservative posture in their
forecasts for retail properties in view of some of the uncertainty which exists
in the retail industry particularly with some of the national and regional
apparel chains.

     In view of all of this analysis, we would anticipate that at the subject
would trade at an overall rate of approximately 9.00% to 9.50% applied to the
first year income. As described earlier, first year (FY 1997) net income is
calculated by PRO-JECT to be $7,250,461. The sensitivity of the subject's net
income is demonstrated as follows:

                 -----------------------------------------------
                          Direct Capitalization Method
                 ===============================================
                                                1996 Net Income
                   Capitalization Rates            $7,250,461
                 -----------------------------------------------
                          9.00%                    $80,560,677
                 -----------------------------------------------
                          9.25%                    $78,383,362
                 -----------------------------------------------
                          9.50%                    $76,320,642
                 -----------------------------------------------

     From the above, we see a range of values of approximately $76.3 million to
$80.6 million. Giving consideration to all of the above, we would be inclined to
conclude at a value of approximately $79 million by direct capitalization, as of
April 25, 1996. This would indicate an overall rate of 9.18 percent and confirms
the results of the discounted cash flow methodology. While falling towards the
middle of the range, we are giving recognition to the property's potential
including its near term outlook.



================================================================================

                                      -97-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     Application of the Sales Comparison and Income Approaches used in the
valuation of the subject property has produced results which fall within a
reasonably acceptable range. Restated, these are:

              =============================================================
               Methodology                    Market Value Conclusion
              =============================================================
               Sales Comparison Approach         $78,500,000 - $82,600,000
              -------------------------------------------------------------
               Income Approach
                 Discounted Cash Flow            $80,200,000
                 Direct Capitalization           $79,000,000
              =============================================================

     This is considered a narrow range in possible value given the magnitude of
the value estimates. Both approaches are well supported by data extracted from
the market. There are, however, strengths and weaknesses in each of these two
approaches which require reconciliation before a final conclusion of value can
be rendered.

Sales Comparison Approach

     The Sales Comparison Approach arrived at a value indicted for the property
by analyzing historical arms-length transactions, reducing the gathered
information to common units of comparison, adjusting the sale data for
differences with the subject and interpreting the results to yield a meaningful
value conclusion. The basis of these conclusions was the cash-on-cash return
based on net income and the adjusted price per square foot of gross leasable
area sold. An analysis of the subject on the basis of its implicit sales
multiple was also utilized.

     The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative process.
The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property. In
light of the above, the writers are of the opinion that this methodology is best
suited as support for the conclusions of the Income Approach. It does provide
useful market extracted rates of return such as overall rates to simulate
investor behavior in the Income Approach.

================================================================================

                                      -98-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                         Reconciliation and Final Value Estimate
================================================================================

Income Approach

     Discounted Cash Flow Analysis

     The subject property is highly suited to analysis by the discounted cash
flow method as it will be bought and sold in investment circles. The focus on
property value in relation to anticipated income is well founded since the basis
for investment is profit in the form of return or yield on invested capital. The
subject property, as an investment vehicle, is sensitive to all changes in the
economic climate and the economic expectations of investors. The discounted cash
flow analysis may easily reflect changes in the economic climate of investor
expectations by adjusting the variables used to qualify the model. In the case
of the subject property, the Income Approach can analyze existing leases, the
probabilities of future rollovers and turnovers and reflect the expectations of
overage rents. Essentially, the Income Approach can model many of the dynamics
of a complex shopping center. The writers have considered the results of the
discounted cash flow analysis because of the applicability of this method in
accounting for the particular characteristics of the property, as well as being
the tool used by many purchasers.

     Direct Capitalization

     Direct capitalization has its basis in capitalization theory and uses the
premise that the relationship between income and sales price may be expressed as
a rate or its reciprocal, a multiplier. This process selects rates derived from
the marketplace, in much the same fashion as the Sales Comparison Approach, and
applies this to a projected net operating income to derive a sale price. The
weakness here is the idea of using one year of cash flow as the basis for
calculating a sale price. This is simplistic in its view of expectations and may
sometimes be misleading. If the year chosen for the analysis of the sale price
contains an income steam that is over or understated, this error is compounded
by the capitalization process. Nonetheless, real estate of the subject's caliber
is commonly purchased on a direct capitalization basis. Overall, this
methodology was given important consideration in our total analysis of the
subject, with principal credence given to the discounted cash flow.

     Conclusions

     We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales Comparison
Approach, it has been used as supporting evidence and as a final check on the
value conclusion indicated by the Income Approach methodology. The value
exhibited by the Income Approach is consistent with the leasing profile of the
mall. Overall, it indicates complimentary results with the Sales Comparison
Approach, the conclusions being supportive of each method employed, and neither
range being extremely high nor low in terms of the other.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the referenced property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of April
25, 1996, was:

                          EIGHTY EIGHT MILLION DOLLARS
                                   $80,000,000

================================================================================

                                      -99-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   This is a Summary Appraisal Report which is intended to comply with the
     reporting requirements set forth under Standards Rule 2-2(b) of the Uniform
     Standards of Professional Appraisal Practice for a Summary Appraisal
     Report. As such, it presents only summary discussions of the data,
     reasoning, and analyses that were used in the appraisal process to develop
     the appraiser's opinion of value. Supporting documentation concerning the
     data, reasoning, and analyses is retained in the appraiser's file. The
     depth of discussion contained in this report is specific to the needs of
     the client and for the intended use stated below. The appraiser is not
     responsible for unauthorized use of this report. We are providing this
     report as an update to our last analysis which was prepared as of January
     1, 1995. As such, we have primarily reported only changes to the property
     and its environs over the past year.

2.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

3.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

4.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

5.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

================================================================================

                                      -100-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Assumptions and Limiting Conditions
================================================================================

6.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

7.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser assumes no responsibility for the authenticity or completeness of
     lease information provided by others. C&W recommends that legal advice be
     obtained regarding the interpretation of lease provisions and the
     contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.


================================================================================

                                      -101-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                      CERTIFICATION OF APPRAISAL
================================================================================
              
     We certify that, to the best of our knowledge and belief:

1.   Vincent S. Maniscalco inspected the property. Richard W. Latella, MAI did
     not inspect the property but has reviewed and approved the report.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Richard W. Latella, MAI has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

      /s/Richard W. Latella                          /s/Vincent S. Maniscalco
      ----------------------------                   ---------------------------
      Richard W. Latella, MAI                        Vincent S. Maniscalco
      Senior Director                                Associate Director
      Retail Valuation Group                         Valuation Advisory Services


================================================================================

                                      -102-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                         ADDENDA
================================================================================


                               TENANT SALES REPORT

                      RENT ROLL (AS PROVIDED BY MANAGEMENT)

                            ENDS DEMOGRAPHICS REPORT

                         PRO-JECT LEASE ABSTRACT REPORT

                      PRO-JECT PROLOGUE ASSUMPTIONS REPORT

                         PRO-JECT TENANT REGISTER REPORT

                        PRO-JECT LEASE EXPIRATION REPORT

                       CUSHMAN & WAKEFIELD INVESTOR SURVEY

                         NATIONAL RETAIL MARKET OVERVIEW

                           APPRAISERS' QUALIFICATIONS

                        LOUISIANA TEMPORARY CERTIFICATION



================================================================================

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
<TABLE>
<CAPTION>
=================================================================================================================================

REGIONAL MALL SALES                                                                                                         1993
1993 Transaction Chart
Cushman & Wakefield, Inc.
=================================================================================================================================
                                                                                                                                 
                                                                                                                                 
Sale                                    Sale        Year                             Total        Sold        Shop       Shop    
No.            Property/Location        Date        Built           Sale Price        GLA         GLA         GLA        Ratio   
=================================================================================================================================
<S>     <C>                            <C>          <C>             <C>            <C>          <C>         <C>          <C>     
93-1    The Galleria @                 Dec-93       1964/           $125,800,000   1,088,317     401,362     354,396     32.6%   
(1)     Ft. Lauderdale, Florida                     80/83
- ---------------------------------------------------------------------------------------------------------------------------------
93-2    Kenwood Town Ctr.              Dec-93       158/            $194,000,000   1,076,337     862,936     424,045     39.4%   
        Cincinnati, Ohio                             88
- ---------------------------------------------------------------------------------------------------------------------------------
93-3    Westgate Mall                  Dec-93       1982             $71,000,000     895,000     526,000     321,000     35.9%   
        Amarillo, Texas
- ---------------------------------------------------------------------------------------------------------------------------------
93-4    Arden Fair Mail                Dec-93      1957/81          $192,400,000   1,065,000     408,700     408,700     38.4%   
(2)     Sacramento, California                      90/93
- ---------------------------------------------------------------------------------------------------------------------------------
93-5    Fiesta Mall                    Dec-93       1979/           $124,000,000   1,036,743     313,187     313,187     30.2%   
        Mesa, Arizona                               89/90
- ---------------------------------------------------------------------------------------------------------------------------------
93-6    Coronado Center                Sep-93       1964/           $115,000,000   1,140,570     512,284     394,012     34.5%   
        Albuquerque, New Mexico                      84
- ---------------------------------------------------------------------------------------------------------------------------------
93-7    Montgomery Mall                Sep-93       1970/            $44,500,000     726,703     613,703     256,783     35.3%   
        Montgomery, Alabama                          88
- ---------------------------------------------------------------------------------------------------------------------------------
93-8    Clackamas Town Ctr.            Jul-93       1979/           $114,827,000   1,206,824     433,000     433,000     35.9%   
(2)     Portland, Oregon                            81/93
- ---------------------------------------------------------------------------------------------------------------------------------
93-9    Garden State Plaza             Jul-93      1957/82          $380,000,000   1,361,000   1,361,000     587,400     43.2%   
        Paramus, New Jersey                         84/92
- ---------------------------------------------------------------------------------------------------------------------------------
93-10   Stroud Mall                    Jul-93      1979/80           $43,500,000     449,167     449,167     160,178     35.7%   
(3)     Stroudsburg, Pennsylvania                   88/94
- ---------------------------------------------------------------------------------------------------------------------------------
93-11   Lakewood Center                Jun-93       1975            $172,000,000   1,875,953     596,021     348,645     18.6%   
(4)     Lakewood, California
- ---------------------------------------------------------------------------------------------------------------------------------
93-12   Carolina Place                 Jun-93       1991            $116,000,000   1,097,826     598,920     318,528     29.0%   
(2)     Charlotte, North Carolina
- ---------------------------------------------------------------------------------------------------------------------------------
93-13   Rivercenter                    May-93       1988            $100,000,000   1,060,271     922,656     225,000     21.2%   
        San Antonio, Texas
- ---------------------------------------------------------------------------------------------------------------------------------
93-14   The Florida Mall               Mar-93       1986            $163,000,000   1,107,864     506,232     368,018     33.2%   
        Orlando, Florida
- ---------------------------------------------------------------------------------------------------------------------------------
93-15   North Riverside Park           Jan-93      1975/89          $100,000,000   1,097,974     467,813     397,085     36.2%   
(2)     Riverside, Illinois
- ---------------------------------------------------------------------------------------------------------------------------------
93-16   Sarasota Square Mall           Jan-93      1977/89           $84,000,000     894,061     313,511     313,511     35.1%   
        Sarasota,Florida
=================================================================================================================================


        Survey Low                                                   $43,500,000     449,167     313,187     160,178     18.6%   

        Survey High                                                 $380,000,000   1,875,953   1,361,000     587,400     43.2%   
- ---------------------------------------------------------------------------------------------------------------------------------

        Survey Mean:                                                $133,751,688   1,073,726     580,406     351,468     33.4%   
=================================================================================================================================

<CAPTION>

====================================================================================================================================
                                                                           Capitalization Rates    Unit Rate Comparison             
                                                                           -----------------      ----------------------            
Sale                                Occu-    Shop                          Going-In Terminal      Price/GL    Price/Mall   Sales    
No.            Property/Location    pancy    Sales/sf   NOI       NOI/sf   OAR      OAR    IRR    Purchased    Shop GLA  Multiples  
====================================================================================================================================
<S>     <C>                         <C>      <C>   <C>            <C>       <C>       <C>    <C>     <C>           <C>          <C> 
93-1    The Galleria @              90.0%    $384   $9,400,000    $23.42    7.47%      --    11.50%  $313          $355         0.92
(1)     Ft. Lauderdale, Florida                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
93-2    Kenwood Town Ctr.           97.0%    $413  $14,800,000    $17.15    7.63%     7.50%  11.00%  $225          $457         1.11
        Cincinnati, Ohio                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
93-3    Westgate Mall               89.0%    $230   $5,857,500    $11.14    8.25%     8.50%  12.00%  $135          $221         0.96
        Amarillo, Texas                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
93-4    Arden Fair Mail             90.0%    $405  $13,468,000    $32.95    7.00%      --      --    $471          $471         1.16
(2)     Sacramento, California                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
93-5    Fiesta Mall                 98.4%    $341   $9,045,200    $28.88    7.29%     7.50%  11.50%  $396          $396         1.16
        Mesa, Arizona                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
93-6    Coronado Center             99.7%    $250   $8,395,000    $16.39    7.30%     7.25%  10.75%  $224          $292         1.17
        Albuquerque, New Mexico                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
93-7    Montgomery Mall             86.5%    $265   $4,493,350     $7.32   10.10%      --      --     $73          $173         0.65
        Montgomery, Alabama                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
93-8    Clackamas Town Ctr.         95.0%    $302   $8,899,100    $20.55    7.75%     8.00%  11.50%  $265          $265         0.88
(2)     Portland, Oregon                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
93-9    Garden State Plaza          98.0%    $434  $28,120,000    $20.66    7.40%     8.25%  11.50%  $279          $647         1.49
        Paramus, New Jersey                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
93-10   Stroud Mall                 90.0%    $260   $4,100,000     $9.13    9.43%     9.00%  12.00%   $97          $272         1.04
(3)     Stroudsburg, Pennsylvania                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
93-11   Lakewood Center             96.4%    $300  $14,687,800    $24.64    8.54%      --      --    $289          $493         1.64
(4)     Lakewood, California                                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
93-12   Carolina Place              75.0%    $200   $8,248,000    $13.77    7.11%     7.00%  12.00%  $194          $364         1.82
(2)     Charlotte, North Carolina                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
93-13   Rivercenter                 92.0%    $350   $9,000,000     $9.75    9.00%      --    12.50%  $108          $444         1.27
        San Antonio, Texas                                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
93-14   The Florida Mall            98.0%    $447  $12,200,000    $24.10    7.48%      --    11.00%  $322          $443         0.99
        Orlando, Florida                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
93-15   North Riverside Park        92.4%    $240   $7,750.000    $16.57    7.75%      --    11.10%  $214          $252         1.05
(2)     Riverside, Illinois                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
93-16   Sarasota Square Mall        95.0%    $245   $6,012,000    $19.18    7.16%      --      --    $268          $268         1.09
        Sarasota,Florida                                                                                                            
====================================================================================================================================
                                                                                                                                    
                                                                                                                                    
        Survey Low                  75.0%    $200   $4,100,000     $7.32    7.00%     7.00%  10.75%   $73          $173         0.65
                                                                                                                                    
        Survey High                 99.7%    $447  $28,120,000    $32.95   10.10%     9.00%  12.50%  $471          $647         1.82
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
        Survey Mean:                92.7%    $317  $10,279,747    $18.48    7.92%     7.88%  11.53%  $242          $363         1.16
====================================================================================================================================
</TABLE>
- ----------
(1)  Includes 47,000 square feet of outparcel GLA.
(2)  Adjusted to reflect 100% interest.
(3)  Price includes $13 million for expansion.
(4)  Adjusted to reflect 100% interest, price includes strip center and
     outparcels.
===============================================================================


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                             PAGE 1
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                            <----------------  DECEMBER ------------->   <-------------- YEAR TO DATE ------------>  
                               AREA      1995        1994        +/-%      AREA       1995         1994       +/-%   
                             -------   ----------  ---------    -----    -------    ----------  ----------   -----   
<S>                          <C>       <C>         <C>        <C>        <C>       <C>          <C>         <C>      
*** ALL COMPARABLE TENANTS EXCLUDING ANCHORS ***
                             285,907   15,040,871  13,941,195     7.9    246,039    64,767,713  60,649,258     6.8   

- ----------------------------------------------------------------------------------------------------------------------
*** ALL COMPARABLE TENANTS INCLUDING ANCHORS ***
                             285,907   15,040,871  13,941,195     7.9    246,039    64,767,713  60,649,258     6.8   
- ----------------------------------------------------------------------------------------------------------------------
*** NON COMPARABLE TENANTS ***
ACTIVE MALL SHOPS             35,821    1,183,668           0     0.0     75,689    14,650,397   6,152,513   138.1   
INACTIVE MALL SHOPS           11,621      218,169   1,367,210   -84.0     11,621     2,940,653   8,566,715   -65.7   
ACTIVE MAJORS                      0            0           0     0.0          0       336,537     353,949    -4.9   
INACTIVE MAJORS                    0            0           0     0.0          0             0           0     0.0   
- ----------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                   <----------------------- ROLLING 12 MONTHS THROUGH -------------->   
                                                   AREA       12/95        PSF          12/94     PSF         +/-%      
                                                  -------   ---------     ------    ----------    ------      ------    
<S>                                               <C>       <C>           <C>        <C>           <C>        <C>       
*** ALL COMPARABLE TENANTS EXCLUDING ANCHORS ***                                                                        
                                                  246,039   64,767,713    263.24    60,649,258    246.50        6.8     
- ----------------------------------------------------------------------------------------------------------------------
*** ALL COMPARABLE TENANTS INCLUDING ANCHORS ***                                                                        
                                                                                                                        
                                                  246,039   64,767,713    263.24    60,649,258    246.50        6.8     
- ----------------------------------------------------------------------------------------------------------------------
NON COMPARABLE TENANTS                                                                                                  
ACTIVE MALL SHOPS                                                                                                       
INACTIVE MALL SHOPS                                75,689   14,650,397    193.56     6,152,513     81.29      138.1     
ACTIVE MAJORS                                      11,621    2,940,653    253.05     8,566,715    737.18      -65.7     
INACTIVE MAJORS                                         0      336,537      0.00       353,949      0.00       -4.9     
                                                        0            0      0.00             0      0.00        0.0     
                                                  
ACTIVE NONCOMPARABLE TENANTS are tenants which DO NOT have sales reported for each month of th reporting period (month,
year-to-date, rolling-12) but which are still operating in the center. INACTIVE NONCOMPARABLE TENANTS are tenants which have CLOSED
in the last twenty four months.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
*** TOTAL MALL SHOP SALES ***
<S>                          <C>       <C>         <C>            <C>    <C>        <C>         <C>            <C>     
LEASED SALES AREA            321,728   16,442,709  15,308,404     7.4    321,728    82,358,763  75,368,487     9.3     

<CAPTION>
<S>                                               <C>       <C>           <C>       <C>           <C>           <C>     
LEASED SALES AREA                                 321,728   82,358,763    255.99    75,368,487    235.60        9.3     

LEASED SALES AREA uses area of open sales reporting tenants as the sales per square foot divisor, and sales from all stores.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
TOTAL SALES
<S>                          <C>       <C>         <C>            <C>    <C>        <C>         <C>            <C>     
SALES REPORTING AREA         321,728   16,442,709  15,308,404     7.4    321,728    82,695,300  75,798,666     9.1     

<CAPTION>
<S>                                               <C>       <C>           <C>       <C>            <C>          <C>
SALES REPORTING AREA                              321,728   82,695,300    257.03    75,798,666     235.60       9.1

SALES REPORTING AREA uses area of open sales reporting tenants INCLUDING MAJORS as the sales per square foot divisor.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
<S>                                   <C>                                                          <C>                  <C>   
TOTAL SALES IN 1994:                   75,787,392                                      COMPARABLE MALL SHOP SALES PER SQUARE FOOT
NONREPORTING SQUARE FOOTAGE:               32,196                                               CURRENT YEAR        PREVIOUS YEAR
GROSS LEASABLE AREA OF MALL:              365,545                                      MONTHLY:     52.60                48.76
PERCENTAGE OF MALL AREA WITH 12-MONTH COMPARABLE SHOPS: 67.30                     YEAR TO DATE:    263.24               246.50
PERCENTAGE OF SALES REPORTING TENANTS THAT ARE 12-MONTH COMPARABLE:  78.63        ROLLING YEAR:    263.24               246.50

</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
                                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                 PAGE 2
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         COMPARABLE SUMMARY
                                                        9114: ESPLANADE, THE

             --------------     <-------------- DECEMBER ------------>       <------------ YEAR TO DATE ----------->
                                 AREA         1995         1994   +/-%         AREA         1995        1994    +/-%
                                -----     --------    ---------   ----       ------   ----------   ----------    ---
<S>                           <C>       <C>          <C>           <C>      <C>       <C>          <C>           <C>
FOOD SPECIALTY                  5,348      259,589      238,380    8.9        5,348    1,693,910    1,459,960   16.0
RESTAURANTS                     7,987      363,881      356,561    2.1        7,987    2,482,683    2,373,549    4.6
FOOD COURT                      3,159      245,635      236,328    3.9        3,159    1,672,477    1,599,474    4.6
WOMEN'S SPECIALTY              10,890      674,641      638,265    5.7       10,090    2,697,301    2,708,065   -0.4
WOMEN'S READY-TO-WEAR          73,316    2,261,811    2,463,543   -8.2       60,312   11,161,992   11,108,590   -0.2
MEN'S READY-TO-WEAR            12,211      621,261      659,358   -7.3       12,211    2,782,349    2,630,663    5.8
UNISEX APPAREL                 26,788    1,787,308    1,472,706   21.4       26,788    7,901,160    6,790,948   16.3
OTHER APPAREL                   4,260      339,351      303,033   12.0        2,900    1,142,109      963,970   18.5
FAMILY SHOES                    9,841      334,287      310,691    7.6        4,071    1,047,973    1,053,479   -0.5
WOMEN'S SHOES                   7,914      367,804      374,625   -1.8        7,914    2,532,573    2,413,349    4.9
MEN'S & BOYS' SHOES             1,732       45,988       61,806  -25.6        1,732      310,928      307,073    1.3
CHILDREN'S SHOES                1,087       38,084       32,117   18.6        1,087      402,654      375,614    7.2
ATHLETIC SHOES                 14,184      721,258      600,670   20.1        3,233    2,418,535    2,265,466    6.8
HOME FURNISHINGS                9,098      534,311      486,561    9.8        9,098    2,607,541    2,487,981    4.8
MUSIC & ELECTRONICS            18,910    1,349,407    1,224,037   10.2       17,900    4,434,445    4,288,077    3.4
HOBBY & SPECIAL INTEREST        9,604      628,434      594,466    5.7        9,604    2,291,652    2,180,976    5.1
GIFTS & SPECIALTY              26,005    1,384,654    1,228,670   12.7       26,005    5,546,582    5,273,013    5.2
COSTUME JEWELRY                 1,485      122,640      143,853  -14.7        1,485      622,289      632,450   -1.6
JEWELRY                         6,774    1,260,613    1,040,604   21.1        5,486    3,170,667    2,578,393   23.0
HEALTH & BEAUTY  AIDS           9,546      632,987      520,869   21.5        7,522      507,578      524,100   -3.2
OTHER RETAIL                   20,217      897,902      782,270   14.8       15,756    5,688,270    5,008,804   13.6
PERSONAL SERVICES               4,265      148,383      144,895    2.4        4,265    1,413,333    1,335,305    5.8
RECREATION & COMMUNITY          1,286       30,643       26,884   14.0        1,286      238,713      216,958   10.0
                              -------   ----------   ----------    ---      -------   ----------   ----------    ---

TOTAL                         285,907   15,040,871   13,941,195    7.9      246,039   64,767,713   60,649,258    6.8
                              =======   ==========   ==========    ===      =======   ==========   ==========    ===

<CAPTION>
                             <---------------- ROLLING 12 MONTHS THROUGH ------------->
                               AREA      12/95       PSF       12/94       PSP     +/-%
                              -----   ----------   ------   ----------    -----    ---
<S>                         <C>       <C>          <C>      <C>           <C>      <C>
FOOD SPECIALTY                5,348    1,693,910   316.74    1,459,960   272.99   16.0
RESTAURANTS                   7,987    2,482,683   310.84    2,373,549   297.18    4.6
FOOD COURT                    3,159    1,672,477   529.43    1,599,474   506.32    4.6
WOMEN'S SPECIALTY            10,890    2,697,301   247.69    2,708,065   248.67   -0.4
WOMEN'S READY-TO-WEAR        60,312   11,161,992   185.07   11,181,590   185.40   -0.2
MEN'S READY-TO-WEAR          12,211    2,782,349   227.86    2,630,663   215.43    5.8
UNISEX APPAREL               26,788    7,901,160   294.95    6,790,948   253.51   16.3
OTHER APPAREL                 2,900    1,142,109   393.83      963,970   332.40   18.5
FAMILY SHOES                  4,071    1,047,973   257.42    1,053,479   258.78   -0.5
WOMEN'S SHOES                 7,914    2,532,573   320.01    2,413,349   304.95    4.9
MEN'S & BOYS' SHOES           1,732      310,928   179.52      307,073   177.29    1.3
CHILDREN'S SHOES              1,087      402,654   370.43      375,614   345.55    7.2
ATHLETIC SHOES                3,233    2,418,535   748.08    2,265,466   700.73    6.8
HOME FURNISHINGS              9,098    2,607,541   286.61    2,487,981   273.46    4.8
MUSIC & ELECTRONICS          17,900    4,434,445   247.73    4,288,077   239.56    3.4
HOBBY & SPECIAL INTEREST      9,604    2,291,652   238.61    2,180,976   227.09    5.1
GIFTS & SPECIALTY            26,005    5,546,582   213.29    5,273,013   202.77    5.2
COSTUME JEWELRY               1,485      622,289   419.05      632,450   425.89   -1.6
JEWELRY                       5,486    3,170,667   577.96    2,578,393   470.00   23.0
HEALTH & BEAUTY  AIDS         7,522      507,578    67.48      524,100    69.68   -3.2
OTHER RETAIL                 15,756    5,688,270   361.01    5,008,804    317.9   13.6
PERSONAL SERVICES             4,265    1,413,333   331.38    1,335,305   313.08    5.8
RECREATION & COMMUNITY        1,286      238,713   185.62      216,958   168.71   10.0
                            -------   ----------   ------   ----------   ------    ---

TOTAL                       246,039   64,767,713   263.24   60,649,258   246.50    6.8
                            =======   ==========   ======   ==========   ======    ===
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
                                            PROPERTY MANAGEMENT INFORMATION SYSTEM                          PAGE 3
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         OPEN STORE SUMMARY
                                                        9114: ESPLANADE, THE

                                <--------------- DECEMBER ------------->     <----------- YEAR TO DATE ------------>
                                AREA          1995         1994      +/-%      AREA         1995         1994   +/-%
                                -----      -------      -------     ----      -----    ---------    ---------   ----
<S>                            <C>       <C>          <C>            <C>     <C>      <C>          <C>           <C>
FOOD SPECIALTY                  5,934      325,310      238,380     36.5      5,934    1,804,459    1,459,960   23.6
RESTAURANTS                     7,987      363,881      356,561      2.1      7,987    2,482,683    2,373,549    4.6
FOOD COURT                      4,469      363,841      236,328     54.0      4,469    1,944,099    1,599,474   21.5
WOMEN'S SPECIALTY              10,890      674,641      638,265      5.7     10,890    2,697,301    2,708,065   -0.4
WOMEN'S READY-TO-WEAR          76,502    2,326,536    2,463,543     -5.6     76,502   13,830,579   13,291,496    4.1
MEN'S READY-TO-WEAR            12,211      611,261      659,358     -7.3     12,211    2,782,349    2,630,663    5.8
UNISEX APPAREL                 26,788    1,787,308    1,472,706     21.4     26,788    7,901,160    6,790,948   16.3
OTHER APPAREL                   4,260      339,351      303,033     12.0      4,260    1,836,808    1,442,642   27.3
FAMILY SHOES                    9,841      334,287      310,691      7.6      9,841    2,465,431    1,799,123   37.0
WOMEN'S SHOES                   9,014      410,804      374,625      9.7      9,014    2,833,970    2,413,349   17.4
MEN'S & BOYS' SHOES             1,732       45,988       61,806    -25.6      1,732      310,928      307,073    1.3
CHILDREN'S SHOES                1,087       38,084       32,117     18.6      1,087      402,654      375,614    7.2
ATHLETIC SHOES                 14,184      721,258      600,670     20.1     14,184    4,750,478    2,677,505   77.4
HOME FURNISHINGS                9,098      534,311      486,561      9.8      9,098    2,607,541    2,487,981    4.8
MUSIC & ELECTRONICS            18,910    1,349,407    1,224,037     10.2     18,910    5,257,742    4,723,963   11.3
HOBBY & SPECIAL INTEREST        9,604      628,434      594,466      5.7      9,604    2,291,652    2,180,976    5.1
GIFTS & SPECIALTY              27,202    1,470,361    1,228,670     19.7     27,202    5,866,728    5,273,013   11.3
COSTUME JEWELRY                 1,485      122,640      143,853    -14.7      1,485      622,289      632,450   -1.6
JEWELRY                         8,241    1,481,893    1,040,604     42.4      8,241    4,590,793    3,123,312   47.0
HEALTH & BEAUTY  AIDS           9,546      632,987      520,869     21.5      9,546    2,116,200    1,352,914   56.4
OTHER RETAIL                   47,192    1,482,933      782,270     89.6     47,192    8,370,221    5,605,439   49.3
PERSONAL SERVICES               4,265      148,383      144,895      2.4      4,265    1,413,333    1,335,305    5.8
RECREATION & COMMUNITY          1,286       30,643       26,884     14.0      1,286      238,713      216,958   10.0
                              -------   ----------   ----------     ----    -------   ----------   ----------   ----
TOTAL                         321,728   16,224,539   13,941,195     16.4    321,728   79,418,110   66,801,772   18.9
ANCHORS                             0            0            0      0.0          0      336,537      353,949   -4.9
                                                                 
TOTAL                         321,728   16,224,539   13,941,195     16.4    321,728   79,754,647   67,155,721   18.8
                              =======   ==========   ==========     ====    =======   ==========   ==========   ====
                                                               
<CAPTION>
                             <-------------- ROLLING 12 MONTHS THROUGH -------------->
                              AREA        12/95      PSF        12/94      PSP   +/-%
                             -----    ---------   ------    ---------   ------   ----
<S>                         <C>      <C>          <C>      <C>          <C>       <C>
FOOD SPECIALTY               5,934    1,804,459   304.09    1,459,960   246.03   23.6
RESTAURANTS                  7,987    2,482,683   310.84    2,373,549   297.18    4.6
FOOD COURT                   4,469    1,944,099   435.02    1,599,474   357.90   21.5
WOMEN'S SPECIALTY           10,890    2,697,301   247.69    2,708,065   248.67   -0.4
WOMEN'S READY-TO-WEAR       76,502   13,830,579   180.79   13,291,496   173.74    4.1
MEN'S READY-TO-WEAR         12,211    2,782,349   227.86    2,630,663   215.43    5.8
UNISEX APPAREL              26,788    7,901,160   294.95    6,790,948   253.51   16.3
OTHER APPAREL                4,260    1,836,808   431.18    1,442,642   338.65   27.3
FAMILY SHOES                 9,841    2,465,431   250.53    1,799,123   182.82   37.0
WOMEN'S SHOES                9,014    2,833,970   314.40    2,413,349   267.73   17.4
MEN'S & BOYS' SHOES          1,732      310,928   179.52      307,073   177.29    1.3
CHILDREN'S SHOES             1,087      402,654   370.43      375,614   345.55    7.2
ATHLETIC SHOES              14,184    4,750,478   334.92    2,677,505   188.77   77.4
HOME FURNISHINGS             9,098    2,607,541   286.61    2,487,981   273.46    4.8
MUSIC & ELECTRONICS         18,910    5,257,742   278.04    4,723,963   249.81   11.3
HOBBY & SPECIAL INTEREST     9,604    2,291,652   238.61    2,180,976   227.09    5.1
GIFTS & SPECIALTY           27,202    5,866,728   215.67    5,273,013   193.85   11.3
COSTUME JEWELRY              1,485      622,289   419.05      632,450   425.89   -1.6
JEWELRY                      8,241    4,590,793   557.07    3,123,312   379.00   47.0
HEALTH & BEAUTY  AIDS        9,546    2,116,200   221.68    1,352,914   141.73   56.4
OTHER RETAIL                47,192    8,370,221   177.37    5,605,439   118.78   49.3
PERSONAL SERVICES            4,265    1,413,333   331.38    1,335,305   313.08    5.8
RECREATION & COMMUNITY       1,286      238,713   185.62      216,958   168.71   10.0
                           -------   ----------   ------   ----------   ------   ----
TOTAL                      321,728   79,418,110   246.85   66,801,772   207.63   18.9
ANCHORS                          0      336,537     0.00      353,949     0.00   -4.9

TOTAL                      321,728   79,754,647   247.89   67,155,721   208.73   18.8
                           =======   ==========   ======   ==========   ======   ====
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
                                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                   PAGE 4
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         TOTAL SALES SUMMARY
                                                        9114: ESPLANADE, THE


                                <---------- DECEMBER ---------------->       <------------- YEAR TO DATE ---------->     
                                 AREA         1995         1994     +/-%         AREA         1995         1994       +/-% 
                                -----     --------   ----------      ---      -------   ----------   ----------        --- 
<S>                            <C>       <C>          <C>          <C>         <C>      <C>          <C>              <C> 
FOOD SPECIALTY                  5,934      325,310      303,627      7.1        5,934    2,163,363    1,930,259       12.1 
RESTAURANTS                     7,987      363,881      356,561      2.1        7,987    2,482,683    2,373,549        4.6 
FOOD COURT                      4,469      363,841      347,085      4.8        4,469    2,371,955    2,431,263       -2.4 
WOMEN'S SPECIALTY              10,890      674,641      638,265      5.7       10,890    2,697,301    2,708,065       -0.4 
WOMEN'S READY-TO-WEAR          76,502    2,412,976    2,710,247    -11.0       76,502   14,603,534   15,212,293       -4.0 
MEN'S READY-TO-WEAR            12,211      611,261      659,358     -7.3       12,211    2,782,349    2,793,895       -0.4 
UNISEX APPAREL                 26,788    1,787,308    1,472,706     21.4       26,788    7,901,160    7,285,253        8.5 
OTHER APPAREL                   4,260      339,351      303,033     12.0        4,260    1,836,808    1,442,642       27.3 
FAMILY SHOES                    9,841      334,287      449,522    -25.6        9,841    2,551,278    2,289,608       11.4 
WOMEN'S SHOES                   9,014      410,804      417,189     -1.5        9,014    2,959,558    2,790,160        6.1 
MEN'S & BOYS' SHOES             1,732       45,988       61,806    -25.6        1,732      310,928      307,073        1.3 
CHILDREN'S SHOES                1,087       38,084       32,117     18.6        1,087      402,654      375,614        7.2 
ATHLETIC SHOES                 14,184      721,258      600,670     20.1       14,184    4,788,437    3,155,792       51.7 
HOME FURNISHINGS                9,098      534,311      526,346      1.5        9,098    2,607,541    2,837,512       -8.1 
MUSIC & ELECTRONICS            18,910    1,349,407    1,224,037     10.2       18,910    5,257,742    5,019,484        4.7 
HOBBY & SPECIAL INTEREST        9,604      749,195      823,442     -9.0        9,604    2,780,182    2,744,170        1.3 
GIFTS & SPECIALTY              27,202    1,470,361    1,310,510     12.2       27,202    5,919,156    5,615,212        5.4 
COSTUME JEWELRY                 1,485      122,640      196,242    -37.5        1,485      651,472      904,758      -28.0 
JEWELRY                         8,241    1,481,893    1,040,604     42.4        8,241    4,619,085    3,543,111       30.4 
HEALTH & BEAUTY  AIDS           9,546      632,987      520,869     21.5        9,546    2,116,200    1,352,914       56.4 
OTHER RETAIL                   47,192    1,482,933    1,097,199     35.2       47,192    8,702,747    6,295,534       38.2 
PERSONAL SERVICES               4,265      159,351      164,966     -3.4        4,265    1,613,919    1,545,326        4.4 
RECREATION & COMMUNITY          1,286       30,643       26,884     14.0        1,286      238,713      216,958       10.0 
KIOSKS                              0            0       25,120   -100.0          0            0      198,042       -100.0 
                              -------   ----------   ----------   ------      -------   ----------   ----------     ------ 
TOTAL                         321,728   16,442,709   15,308,404      7.4      321,728   82,358,763   75,368,487        9.3 
ANCHORS                             0            0            0      0.0            0      336,537      353,949       -4.9 
                              -------   ----------   ----------   ------      -------   ----------   ----------     ------ 
TOTAL                         321,728   16,442,709   15,308,404      7.4      321,728   82,695,300   75,722,436        9.2 
                                                                                                             
<CAPTION>
                            <-----------------ROLLING 12 MONTHS THROUGH ------------->    
                              AREA        12/95      PSF        12/94      PSP   +/-%     
                           -------   ----------   ------   ----------   ------    ---     
<S>                         <C>      <C>          <C>      <C>          <C>       <C>      
FOOD SPECIALTY               5,934    2,163,363   364.57    1,930,259   325.29    12.1     
RESTAURANTS                  7,987    2,482,683   310.84    2,373,549   297.18     4.6     
FOOD COURT                   4,469    2,371,955   530.76    2,431,263   544.03    -2.4     
WOMEN'S SPECIALTY           10,890    2,697,301   247.69    2,708,065   248.67    -0.4     
WOMEN'S READY-TO-WEAR       76,502   14,603,534   190.89   15,212,293   198.85    -4.0     
MEN'S READY-TO-WEAR         12,211    2,782,349   227.86    2,793,895   228.80    -0.4     
UNISEX APPAREL              26,788    7,901,160   294.95    7,285,253   271.96     8.5     
OTHER APPAREL                4,260    1,836,808   431.18    1,442,642   338.65    27.3     
FAMILY SHOES                 9,841    2,551,278   259.25    2,289,608   232.66    11.4     
WOMEN'S SHOES                9,014    2,959,558   328.33    2,790,160   309.54     6.1     
MEN'S & BOYS' SHOES          1,732      310,928   179.52      307,073   177.29     1.3     
CHILDREN'S SHOES             1,087      402,654   370.43      375,614   345.55     7.2     
ATHLETIC SHOES              14,184    4,788,437   337.59    3,155,792   222.49    51.7     
HOME FURNISHINGS             9,098    2,607,541   286.61    2,837,512   311.88    -8.1     
MUSIC & ELECTRONICS         18,910    5,257,742   278.04    5,019,484   265.44     4.7     
HOBBY & SPECIAL INTEREST     9,604    2,780,182   289.48    2,744,170   285.73     1.3     
GIFTS & SPECIALTY           27,202    5,919,156   217.60    5,615,212   206.43     5.4     
COSTUME JEWELRY              1,485      651,472   438.70      904,758   609.26   -28.0    
JEWELRY                      8,241    4,619,085   560.50    3,543,111   429.94    30.4     
HEALTH & BEAUTY  AIDS        9,546    2,116,200   221.68    1,352,914   141.73    56.4     
OTHER RETAIL                47,192    8,702,747   184.41    6,295,534   133.40    38.2     
PERSONAL SERVICES            4,265    1,613,919   378.41    1,545,326   362.33     4.4     
RECREATION & COMMUNITY       1,286      238,713   185.62      216,958   168.71    10.0     
KIOSKS                           0            0     0.00      198,042     0.00  -100.0   
                           -------   ----------   ------   ----------   ------  ------     
TOTAL                      321,728   82,358,763   255.99   75,368,487   234.26     9.3     
ANCHORS                          0      336,537     0.00      353,949     0.00    -4.9     
                           -------   ----------   ------   ----------   ------  ------     
TOTAL                      321,728   82,695,300   257.03   75,722,436   235.36     9.2     

</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 5
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQFT/      1994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 
                                                                                                                                    
<S>                                      <C>     <C>       <C>       <C>         <C>        <C>     <C>           <C>         <C>   
*** FOOD SPECIALTY ***  SIC CLASS: FOOD                                                                                             
                                                                                                                                    
BARNIE'S COFFEE AND TEA                  12/88      730    231,396    75,501      76,640     -1.5     250,830       231,396     8.4 
CAFE DUMONDE                             11/93    2,386    550,073    91,119      84,397      8.0     577,508       550,073     5.0 
GENERAL NUTRITION CENTER                 01/86    1,368    339,986    37,495      27,695     35.4     438,943       339,986    29.1 
GREAT AMERICAN CHOCOL                    10/85   10/95     470,299    Closed      65,247    NOCMP     358,904       470,299   NOCMP 
GREAT AMERICAN COOKIE                    11/95      586          0    65,720           0    NOCMP     110,549             0   NOCMP 
SWENSEN'S                                06/95      642    195,895    33,106      27,576     20.1     271,561       195,895    38.6 
        thru 5/31/95 in 704 square feet                                                                                             
TROPIK SUN FRUIT AND                     09/86      222    142,610    22,368      22,072      1.3     155,068       142,610     8.7 
                                                                     -------     -------     -----  ----------    ----------  ------
COMPARABLE SUBTOTALS                                                 259,589     238,380      8.9   1,693,910     1,459,960    16.0 
                                                                       AREA:       5,348                AREA:         5,348         
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
*** RESTAURANTS ***  SIC CLASS: REST                                                                                                
                                                                                                                                    
CHICK-FIL-A                              10/85    2,088    599,367    93,345      96,925     -3.7     652,934       599,367     8.9 
RUBY TUESDAY                             10/85    4,514  1,155,067   172,782     162,351      6.4   1,223,327     1,155,067     5.9 
SBARRO                                   11/93    1,385    619,115    97,754      97,285      0.5     606,422       619,115    -2.1 
                                                                     -------     -------     -----  ----------    ----------  ------
COMPARABLE SUBTOTALS                                                 363,881     356,561      2.1   2,482,683     2,373,549     4.6 
                                                                       AREA:       7,987                AREA:         7,987         
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
*** FOOD COURT ***  SIC CLASS: FCRT                                                                                                 
                                                                                                                                    
A&W HOT DOGS & MORE                      11/90      630    153,075    34,788      28,682     21.3     182,659       153,075    19.3 
ARBY'S                                   11/89      630    271,846    48,491      40,858     18.7     292,210       271,846     7.5 
FRULLATI CAFE                            09/95      680          0    60,060           0    NOCMP     174,876             0   NOCMP 
MANCHU WOK                               11/95      630          0    58,145           0    NOCMP      96,746             0   NOCMP 
MANCHU WOK                               10/85   10/95     414,335    Closed      59,036    NOCMP     302,439       414,335   NOCMP 
PHILLY'S                                 11/93   09/95     216,651    Closed      28,617    NOCMP     118,878       216,651   NOCMP 
TACO BELL #3258                          11/86      738    535,171    68,406      71,292     -4.0     516,426       535,171    -3.5 
WENDY'S OLD FASHIONED                    10/91    1,161    639,382    93,950      95,496     -1.6     681,182       639,382     6.5 
                                        
<CAPTION>
                                            <--------- ROLLING 12 MONTHS SALES THROUGH ------->    <----- BREAK POINT -->      
TENANT                                         12/95       PSF       12/94       PSF      +/-%       AMOUNT      %    #        
- ------                                         -----       ---       -----       ---      ----       ------      -    -        
                                                                                                                               
<S>                                        <C>           <C>      <C>          <C>        <C>        <C>        <C>    <C>     
*** FOOD SPECIALTY ***  SIC CLASS: FOOD                                                                                        
                                                                                                                               
BARNIE'S COFFEE AND TEA                      250,830     343.60     231,396    316.98       8.4      521,429     7.00  1       
CAFE DUMONDE                                 577,508     242.04     550,073    230.54       5.0      750,000     6.00  1       
GENERAL NUTRITION CENTER                     438,943     320.86     339,986    248.52      29.1      586,286     7.00  1       
GREAT AMERICAN CHOCOL                        358,904     612.46     470,299    802.55     NOCMP                                
GREAT AMERICAN COOKIE                        110,549     188.64           0      0.00     NOCMP      100,273    10.00  1       
SWENSEN'S                                    271,561     422.99     195,895    305.13      38.6      205,205    10.00  1       
        thru 5/31/95 in 704 square feet                                                                                        
TROPIK SUN FRUIT AND                         155,068     698.50     142,610    642.38       8.7      260,000    10.00  1       
                                                                                                                               
COMPARABLE SUBTOTALS                       1,693,910     316.73   1,459,960    272.99      16.0                                
                                                           AREA:      5,348                                                    
                                                                                                                               
                                                                                                                               
- -------------------------------------------------------------------------------------------------------------------------      
*** RESTAURANTS ***  SIC CLASS: REST                                                                                           
                                                                                                                               
CHICK-FIL-A                                  652,934     312.70     599,367    287.05       8.9      870,000     6.00  1       
RUBY TUESDAY                               1,223,327     271.00   1,155,067    255.88       5.9    1,669,995     5.00  1       
SBARRO                                       606,422     437.84     619,115    447.01      -2.1      900,250     8.00  1       
                                                                                                                               
COMPARABLE SUBTOTALS                       2,482,683     310.84   2,373,549    297.17       4.6                                
                                                       AREA:          7,987                                                    
                                                                                                                               
                                                                                                                               
- -------------------------------------------------------------------------------------------------------------------------      
*** FOOD COURT ***  SIC CLASS: FCRT                                                                                            
                                                                                                                               
A&W HOT DOGS & MORE                          182,659     289.93     153,075    242.97      19.3      250,000    10.00  1       
ARBY'S                                       292,210     463.82     271,846    431.50       7.5      357,144     7.00  1       
FRULLATI CAFE                                174,876     257.16           0      0.00     NOCMP      148,029     7.00  1       
MANCHU WOK                                    96,746     153.56           0      0.00     NOCMP    1,206,027     6.00  1       
MANCHU WOK                                   302,439     480.06     414,335    657.67     NOCMP                                
PHILLY'S                                     118,878     167.19     216,651    304.71     NOCMP      280,000    10.00  1       
TACO BELL #3258                              516,426     699.76     535,171    725.16      -3.5      666,667     6.00  1       
WENDY'S OLD FASHIONED                        681,182     586.71     639,382    550.71       6.5      400,000     6.00  1       
                                                                                                                               
</TABLE>

                                                                            
Notes:   NOCMP denotes any TENANT which does not have sales reported for all
         months in the period. SALES figures are for the PERIOD ending in
         DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
         are summarized at the beginning of this report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 6
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQ FT/     1,994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 
<S>                                      <C>     <C>       <C>        <C>         <C>        <C>         <C>      <C>         <C>   
ZACK'S                                   11/87   01/95     200,804    Closed      23,103     NOCMP       6,539       200,804   NOCMP
                                                                                                                                    
COMPARABLE SUBTOTALS                                                 245,635     236,328       3.9   1,672,477     1,559,474     4.6
                                                                       AREA:       3,159                                AREA:  3,159
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
WOMEN'S SPECIALTY  SIC CLASS: WSPC                                                                                                  
                                                                                                                                    
FREDERICK'S OF HOLLYW                    05/90   1,696     393,721    60,058      63,485      -5.4     371,731       393,721    -5.6
MOTHERTIME                               10/86   2,364     324,113    45,922      39,173      17.2     339,598       324,113     4.8
VICTORIA'S SECRET                        10/93   6,830   1,990,231   568,661     535,607       6.2   1,985,971     1,990,231    -0.2
                                                                                                                                    
COMPARABLE SUBTOTALS                                                 674,641     638,265       5.7   2,697,301     2,708,065    -0.4
                                                                       AREA:      10,890                 AREA:        10,890        
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
WOMEN'S READY-TO-WEAR SIC CLASS WRTW                                                                                                
                                                                                                                                    
AUGUST MAX WOMAN #377                    10/86   2,477     531,612    75,279      78,613      -4.2     535,292       531,612     0.7
AVENUE, THE                              07/95   3,186           0    64,725           0     NOCMP     207,187             0   NOCMP
CASUAL CORNER #850                       10/85   5,868     887,272   131,753     166,791     -21.0     871,498       887,272    -1.8
CONTEMPO CASUALS                         10/86   3,870     641,533    97,641      91,144       7.1     620,552       641,533    -3.3
EXPRESS AND/OR COMPAG                    11/94   11028   2,172,205   396,917     466,944     -15.0   2,092,434     2,172,205    -3.7
    thru 11/15/94 in 7,967 square feet                                                                                              
LANE BRYANT                              11/93   6,899   1,250,447   210,653     214,617      -1.8   1,181,126     1,250,447    -5.5
LERNER NEW YORK #930                     01/91  12,135   1,642,069   298,616     323,985      -7.8   1,663,891     1,642,069     1.3
LILLIE RUBIN                             11/95   2,991     576,644    60,560      69,390     -12.7     593,377       576,644     2.9
LIMITED & LIMITED TOO                    03/94  13,004   2,109,906   441,871     505,638     -12.6   2,461,400     2,109,906   NOCMP
LIMITED, THE #605                        10/85  03/94      311,275    Closed           0     NOCMP           0       311,275   NOCMP
MARGO'S                                  04/94  12/95      500,199    86,440     102,262     NOCMP     546,688       500,199   NOCMP
N.E.T. WORKS                             10/85  01/95      295,354    Closed      76,821     NOCMP       6,977       295,354   NOCMP
ORMONDS                                  10/86  04/94      177,938    Closed           0     NOCMP           0       177,938   NOCMP
PAUL HARRIS DIP #2304                    10/85   3,265     862,711   149,486     135,080      10.7     889,231       862,711     3.1
PETITE SOPHISTICATES                     10/85   1,586     595,424    93,083      84,565      10.1     578,770       595,424    -2.8
RAVE #205                                11/85   2,275     548,620    89,316      90,415      -1.2     609,039       548,620    11.0
SIZE 5-7-9 SHOP                          10/85   1,302     377,697    65,437      56,835      15.1     421,958       377,697    11.7


<CAPTION>

                                        
                                            <--------- ROLLING 12 MONTHS SALES THROUGH ------->       <----- BREAK POINT -->   
TENANT                                         12/95       PSF       12/94       PSF      +/-%          AMOUNT      %    #     
- ------                                         -----       ---       -----       ---      ----          ------      -    -     
<S>                                        <C>            <C>     <C>           <C>       <C>         <C>          <C>    <C>  
ZACK'S                                         6,539       16.43     200,804    504.53    NOCMP                                
                                                                                                                               
COMPARABLE SUBTOTALS                       1,672,477      529.43   1,599,474    506.32      4.6                                
                                                           AREA:       3,159                                                   
                                                                                                                               
- ----------------------------------------------------------------------------------------------------------------------------   
WOMEN'S SPECIALTY  SIC CLASS: WSPC                                                                                             
                                                                                                                               
FREDERICK'S OF HOLLYW                        371,731      219.18     393,721    232.14     -5.6         605,715    7.00   1    
MOTHERTIME                                   339,598      143.65     324,113    137.10      4.8         400,000    7.00   1    
VICTORIA'S SECRET                          1,985,971      290.77   1,990,231    291.39     -0.2       2,868,600    5.00   1    
                                                                                                                               
COMPARABLE SUBTOTALS                       2,697,301      247.68   2,708,065    248.67     -0.4                                
                                                           AREA:      10,890                                                   
                                                                                                                               
                                                                                                                               
- ----------------------------------------------------------------------------------------------------------------------------   
WOMEN'S READY-TO-WEAR SIC CLASS WRTW                                                                                           
                                                                                                                               
AUGUST MAX WOMAN #377                        535,292      216.10     531,612    214.61      0.7       1,188,960    5.00   1    
AVENUE, THE                                  207,187       65.03           0      0.00    NOCMP         373,155    6.00   1    
CASUAL CORNER #850                           871,498      148.51     887,272    151.20     -1.8       1,877,760    5.00   1    
CONTEMPO CASUALS                             620,552      160.34     641,533    165.77     -3.3       1,780,200    5.00   1    
EXPRESS AND/OR COMPAG                      2,092,434      189.73   2,172,205    196.97     -3.7       1,970,080    5.00   1    
    thru 11/15/94 in 7,967 square feet                                                                                         
LANE BRYANT                                1,181,126      171.20   1,250,447    181.25     -5.5       2,207,680    5.00   1    
LERNER NEW YORK #930                       1,663,891      137.11   1,642,069    135.31      1.3       3,158,120    5.00   1    
LILLIE RUBIN                                 593,377      198.38     576,644    192.79      2.9         150,376    6.00   1    
LIMITED & LIMITED TOO                      2,461,400      189.28   2,109,906    162.25    NOCMP       6,241,920    5.00   1    
LIMITED, THE #605                                  0        0.00     311,275     36.90    NOCMP       4,083,744    5.00   1    
MARGO'S                                      546,688      121.59     500,199    111.25    NOCMP       1,618,560    5.00   1    
N.E.T. WORKS                                   6,977        2.07     295,354     87.77    NOCMP       1,076,800    5.00   1    
ORMONDS                                            0        0.00     177,938     28.93    NOCMP       2,213,640    5.00   1    
PAUL HARRIS DIP #2304                        889,231      272.35     862,711    264.22      3.1       1,306,000    5.00   1    
PETITE SOPHISTICATES                         578,770      364.92     595,424    375.42     -2.8         570,960    5.00   1    
RAVE #205                                    609,039      267.70     548,620    241.15     11.0         910,000    5.00   1    
SIZE 5-7-9 SHOP                              421,958      324.08     377,697    290.09     11.7         477,400    6.00   1    
</TABLE>
                                        


Notes:   NOCMP denotes any TENANT which does not have sales reported for all
         months in the period. SALES figures are for the PERIOD ending in
         DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
         are summarized at the beginning of this report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                   PAGE 7 
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQ FT/     1,994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 

<S>                                      <C>    <C>      <C>       <C>         <C>          <C>     <C>           <C>          <C>  
UPS N DOWNS #552                         10/85   1,826     342,514    48,310      60,080     -19.6     367,705       342,514     7.4
WET SEAL                                 11/93   4,790     752,842   102,889     119,446     -13.9     737,119       752,842    -2.1
WOMAN'S WORLD SHOPS #                    10/85  06/95      421,630    Closed      67,621     NOCMP     219,290       421,630   NOCMP
YVONNE LA FLEUR                          05/88  06/94      214,401    Closed           0     NOCMP           0       214,401   NOCMP
- ----------------------                                             ---------   ---------     -----  ----------    ----------   -----
                                                                                                                                    
COMPARABLE SUBTOTALS                                               2,261,811   2,463,543      -8.2  11,161,992    11,181,590    -0.2
                                                                       AREA:      73,316                 AREA:        60,312        
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
MEN'S READY-TO-WEAR  SIC CLASS: MRTW                                                                                                
                                                                                                                                    
CHESS KING #9598                         10/85  09/94      163,232    Closed           0     NOCMP           0       163,232   NOCMP
D.J.'S FASHION CENTER                    10/86   2,616     383,202    87,255     101,147     -13.7     437,185       383,202    14.1
J.RIGGINGS                               10/85   2,312     630,479   138,450     145,448      -4.8     665,815       630,479     5.6
JEANS WEST #50408                        07/86   1,123     354,797    54,232      61,303     -11.5     380,993       354,797     7.4
OAKTREE #17004                           07/86   2,082     224,901    59,790      49,869      19.9     223,764       224,901    -0.5
STRUCTURE                                02/92   4,078   1,037,284   271,534     301,591     -10.0   1,074,592     1,037,284     3.6
- ----------------------                                             ---------   ---------     ----   ----------    ----------   -----
                                                                                                                                    
COMPARABLE SUBTOTALS                                                 611,261     659,358      -7.3   2,782,349     2,630,663     5.8
                                                                       AREA:      12,211                 AREA:        12,211        
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
UNISEX APPAREL SIC CLASS USEX                                                                                                       
                                                                                                                                    
BANANA REPUBLIC #819                     10/87   3,120   1,235,603   253,805     213,103      19.1   1,424,588     1,235,603    15.3
COUNTY SEAT #316                         09/86   3,678     673,217   127,633     143,755     -11.2     738,557       673,217     9.7
EDDIE BAUER                              10/90   5,931   1,318,200   406,521     345,623      17.6   1,399,511     1,318,200     6.2
GADZOOKS                                 11/93   2,187     581,762   164,912     139,689      18.1     717,817       581,762    23.4
GAP, THE                                 09/93   8,780   2,273,647   661,802     472,076      40.2   2,915,069     2,273,647    28.2
MERRY-GO-ROUND #0617                     06/86   2,442     471,753    92,624      82,101      12.8     456,507       471,753    -3.2
PASTILLE                                 10/85  07/94      494,304    Closed           0     NOCMP           0       494,304   NOCMP
PERLIS CRAWFISH SHOP                     05/95     650     236,767    80,011      76,359       4.8     249,111       236,767     5.2
- ----------------------                                             ---------   ---------     ----   ----------    ----------   -----
                                                                                                                                    
COMPARABLE SUBTOTALS                                               1,787,308   1,472,706      21.4   7,901,160     6,790,948    16.3
                                                                       AREA:      26,788                 AREA:        26,788        
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                          <--------- ROLLING 12 MONTHS SALES THROUGH ------->    <----- BREAK POINT -->     
TENANT                                       12/95       PSF       12/94       PSF      +/-%       AMOUNT      %    #       
- ------                                       -----       ---       -----       ---      ----       ------      -    -       
                                                                                                                            
<S>                                     <C>             <C>     <C>          <C>        <C>     <C>          <C>     <C>    
UPS N DOWNS #552                           367,705      201.37     342,514    187.57      7.4     584,320    5.00    1      
WET SEAL                                   737,119      153.88     752,842    157.16     -2.1   1,756,333    6.00    1      
WOMAN'S WORLD SHOPS #                      219,290       68.82     421,630    132.33    NOCMP                               
YVONNE LA FLEUR                                  0        0.00     214,401     30.40    NOCMP     589,246    0.00    1      
- ----------------------                  ----------      ------  ----------    ------    -----                               
                                                                                                                            
COMPARABLE SUBTOTALS                    11,161,992      185.07  11,181,590    185.39     -0.2                               
                                                         AREA:      60,312                                                  

- ------------------------------------------------------------------------------------------------------------------------    
MEN'S READY-TO-WEAR  SIC CLASS: MRTW                                                                                        
                                                                                                                            
CHESS KING #9598                                 0        0.00     163,232     85.01    NOCMP     768,000    6.00    1      
D.J.'S FASHION CENTER                      437,185      167.11     383,202    146.48     14.1     784,800    6.00    1      
J.RIGGINGS                                 665,815      287.98     630,479    272.69      5.6     693,600    5.00    1      
JEANS WEST #50408                          380,993      339.26     354,797    315.93      7.4     580,217    6.00    1      
OAKTREE #17004                             223,764      107.47     224,901    108.02     -0.5     832,800    6.00    1      
STRUCTURE                                1,074,592      263.50   1,037,284    254.36      3.6   1,631,200    5.00    1      
- ----------------------                  ----------      ------  ----------    ------    -----                               
                                                                                                                            
COMPARABLE SUBTOTALS                     2,782,349      227.85   2,630,663    215.43      5.8                               
                                                         AREA:      12,211                                                  
                                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------    
UNISEX APPAREL SIC CLASS USEX                                                                                               
                                                                                                                            
BANANA REPUBLIC #819                     1,424,588      456.59   1,235,603    396.02     15.3           0    0.00    1      
COUNTY SEAT #316                           738,557      200.80     673,217    183.03      9.7   1,287,300    6.00    1      
EDDIE BAUER                              1,399,511      235.96   1,318,200    222.25      6.2   2,846,880    5.00    1      
GADZOOKS                                   717,817      328.21     581,762    266.00     23.4     802,083    6.00    1      
GAP, THE                                 2,915,069      332.01   2,273,647    258.95     28.2   4,390,000    6.00    1      
MERRY-GO-ROUND #0617                       456,507      186.93     471,753    193.18     -3.2     927,960    5.00    1      
PASTILLE                                         0        0.00     494,304     84.23    NOCMP                               
PERLIS CRAWFISH SHOP                       249,111      383.24     236,767    364.25      5.2     239,726    7.00    1      
- ----------------------                  ----------      ------  ----------    ------    -----                               
                                                                                                                            
COMPARABLE SUBTOTALS                     7,901,160      294.95   6,790,948    253.50     16.3                               
                                                        AREA:       26,788                                         
- ------------------------------------------------------------------------------------------------------------------------    
</TABLE>

Notes:   NOCMP denotes any TENANT which does not have sales reported for all
         months in the period. SALES figures are for the PERIOD ending in
         DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
         are summarized at the beginning of this report.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 8
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQ FT/     1,994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 
<S>                                      <C>     <C>       <C>       <C>         <C>        <C>     <C>           <C>         <C>   
*** OTHER APPAREL *** SIC CLASS: OAPL 

GAP KIDS #9662                           08/87   2,900     963,970   229,351     198,013      15.8   1,142,109       963,970    18.5
GYMBOREE                                 04/94   1,360     478,672   110,000     105,020       4.7     694,699       478,672   NOCMP
- ----------------------                                             ---------   ---------     -----  ----------    ----------   -----
COMPARABLE SUBTOTALS                                                 339,351     303,033      12.0   1,142,109       963,970    18.5
                                                                       AREA:       4,260                  AREA:        2,900        
                                                                                                                                    
                                                                                                                                    
*** FAMILY SHOES ***  SIC CLASS: FSHO                                                                                              
                                                                                                                                    
G. H. BASS                               05/86   1,445     418,408    57,813      63,094      -8.4     388,155       418,408    -7.2
KINNEY SHOES #1323                       10/85  10/95      138,803    Closed      84,996     NOCMP       4,155       138,803   NOCMP
PAYLESS SHOE SOURCE #                    11/88   2,626     635,071    80,479      73,219       9.9     659,818       635,071     3.9
RACK ROOM SHOES                          06/94   5,770     745,644   195,995     174,378      12.4   1,417,458       745,644   NOCMP
THOM MCAN #7667                          10/85  01/95      351,682    Closed      53,835     NOCMP      81,691       351,682   NOCMP
- ----------------------                                             ---------   ---------     ----   ----------    ----------   -----
COMPARABLE SUBTOTALS                                                 334,691     310,691       7.6   1,047,973     1,053,479    -0.5
                                                                       AREA:       9,841                 AREA:         4,071        
                                                                                                                                    
                                                                                                                                    
*** WOMEN'S SHOES *** SIC CLASS WSHO                                                                                             
                                                                                                                                    
9 & CO.                                  12/93   1,869     475,803    86,735      78,350      10.7     551,102       475,803    15.8
9 WEST #2017                             10/85   1,440     770,962   130,033     140,898      -7.7     755,560       770,962    -2.0
BAKER'S #2247                            10/85   1,984     471,055    51,631      62,928     -18.0     462,237       471,055    -1.9
DOLCIS                                   10/85   1,750     390,873    66,524      58,170      14.4     460,008       390,873    17.7
EASY SPIRIT                              05/95   1,100           0    43,000           0     NOCMP     301,397             0   NOCMP
EASY SPIRIT                              10/85  05/95      376,811    Closed      42,564     NOCMP     125,588       376,811   NOCMP
NATURALIZER SHOES #34                    10/85     871     304,655    32,881      34,280      -4.1     303,666       304,655    -0.3
- ----------------------                                             ---------   ---------     ----   ----------    ----------   -----
COMPARABLE SUBTOTALS                                                 367,804     374,625      -1.8   2,532,573     2,413,349     4.9
                                                                       AREA:       7,914                 AREA:         7,914        
<CAPTION>
                                        
                                            <--------- ROLLING 12 MONTHS SALES THROUGH ------->    <----- BREAK POINT -->        
TENANT                                         12/95       PSF       12/94       PSF      +/-%       AMOUNT      %    #          
- ------                                         -----       ---       -----       ---      ----       ------      -    -          
                                                                                                                                 
<S>                                        <C>           <C>      <C>          <C>        <C>        <C>        <C>    <C>       
*** OTHER APPAREL *** SIC CLASS: OAPL                                                                                           
                                                                                                                                 
GAP KIDS #9662                             1,142,109      393.83     963,970    332.40     18.5   1,276,000    5.00    1         
GYMBOREE                                     694,699      510.80     478,672    351.96    NOCMP     780,000    5.00    1         
- ----------------------                    ----------      ------  ----------    ------    -----                               
COMPARABLE SUBTOTALS                       1,142,109      393.83     963,970    332.40     18.5                                  
                                                            AREA   :   2,900                                                     
                                                                                                                                 
                                                                                                                                 
*** FAMILY SHOES *** SIC CLASS: FSHO                                                                                             
                                                                                                                                 
G. H. BASS                                   388,155      268.61     418,408    289.55     -7.2   1,083,750    6.00    1         
KINNEY SHOES #1323                             4,155        1.37     138,803     46.05    NOCMP                                  
PAYLESS SHOE SOURCE #                        659,818      251.26     635,071    241.83      3.9   1,050,400    6.00    1         
RACK ROOM SHOES                            1,417,458      245.66     745,644    129.22    NOCMP   2,163,750    4.00    1         
THOM MCAN #7667                               81,691       26.77     351,682    115.26    NOCMP     254,110    6.00    1         
- ----------------------                    ----------      ------  ----------    ------    -----                               
COMPARABLE SUBTOTALS                       1,047,973      257.42   1,053,479    258.77     -0.5                                  
                                                            AREA:      4,071                                                     
                                                                                                                                 
                                                                                                                                 
*** WOMEN'S SHOES *** SIC CLASS WSHO                                                                         
                                                                                                                                 
9 & CO.                                      551,102      294.86     475,803    254.57     15.8     747,600    6.00    1         
9 WEST #2017                                 755,560      524.69     770,962    535.39     -2.0     320,000    6.00    1         
BAKER'S #2247                                462,237      232.98     471,055    237.42     -1.9     760,533    6.00    1         
DOLCIS                                       460,008      262.86     390,873    223.35     17.7                                  
EASY SPIRIT                                  301,397      273.99           0      0.00    NOCMP     392,032    6.00    1         
EASY SPIRIT                                  125,588      114.17     376,811    342.55    NOCMP     249,635    6.00    1         
NATURALIZER SHOES #34                        303,666      348.64     304,655    349.77     -0.3                                  
- ----------------------                    ----------      ------  ----------    ------    -----                               
                                                                                                                                 
COMPARABLE SUBTOTALS                       2,532,573      320.01   2,413,349    304.94      4.9                                  
                                                           AREA:       7,914                                                     
</TABLE>


Notes:      NOCMP denotes any TENANT which does not have sales reported for all
            months in the period. SALES figures are for the PERIOD ending in
            DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
            are summarized at the beginning of this report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                  PAGE 9 
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQ FT/     1,994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 

<S>                                      <C>     <C>       <C>       <C>         <C>        <C>     <C>           <C>         <C>   
***MEN'S & BOY'S SHOES ***SICCLASS:MSHO

FATHER & SON SHOES                       04/87   1,732     307,073    45,988      61,806     -25.6     310,928       307,073     1.3
- ----------------------                                             ---------     -------   -------     -------       -------    ----
COMPARABLE SUBTOTALS                                                  45,988      61,806     -25.6     310,928       307,073     1.3
                                                                       AREA:       1,732                 AREA:         1,732        
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
*** CHILDREN'S SHOES ***SIC CLASS: CSHO                                                                                             
                                                                                                                                    
STRIDE RITE #1535                        10/85   1,087     375,614    38,084      32,117      18.6     402,654       375,614     7.2
- ----------------------                                             ---------     -------   -------     -------       -------    ----
COMPARABLE SUBTOTALS                                                  38,084      32,117      18.6     402,654       375,614     7.2
                                                                       AREA:       1,087                 AREA:         1,087        
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
*** ATHLETIC SHOES *** SIC CLASS: ASHO                                                                                              
                                                                                                                                    
ATHLETE'S FOOT                           04/92  11/94      478,288    Closed           0     NOCMP      37,959       478,288   NOCMP
ATHLETE'S FOOT, THE                      11/94   1,920     103,586    96,632      84,008      15.0     713,868       103,586   NOCMP
FOOT ACTION USA                          11/94   9,031     308,452   281,692     220,389      27.8   1,618,076       308,452   NOCMP
FOOTLOCKER #7719                         10/85   2,133   1,540,369   218,930     206,042       6.3   1,609,841     1,540,369     4.5
LADY FOOTLOCKER                          03/90   1,100     725,097   124,005      90,231      37.4     808,693       725,097    11.5
- ----------------------                                             ---------     -------   -------     -------       -------    ----
COMPARABLE SUBTOTALS                                                 721,258     600,670      20.1   2,418,535     2,265,466     6.8
                                                                       AREA:      14,184                 AREA:         3,233        
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
*** HOME FURNISHINGS *** SIC CLASS FURN                                                                                             
                                                                                                                                    
BOMBAY COMPANY, THE                      03/93   4,047   1,145,531   241,146     216,771      11.2   1,178,842     1,145,531     2.9
BUTTERFIELDS ETC.                        04/87   1,080     286,012    92,252      82,859      11.3     282,402       286,012    -1.3
CUTLERY WORLD #235                       10/85  09/94       85,449    Closed           0     NOCMP           0        85,449   NOCMP
DECK THE WALLS                           10/85   1,420     462,536    71,977      71,731       1.2     467,881       462,536     1.2
HOME MART                                09/93  03/94       36,403    Closed           0     NOCMP           0        36,403   NOCMP

<CAPTION>
                                             <--------- ROLLING 12 MONTHS SALES THROUGH ------->    <----- BREAK POINT -->    
TENANT                                          12/95       PSF       12/94       PSF      +/-%       AMOUNT      %    #      
- ------                                          -----       ---       -----       ---      ----       ------      -    -      
                                                                                                                              
<S>                                         <C>           <C>      <C>          <C>        <C>        <C>        <C>    <C>   
***MEN'S & BOY'S SHOES ***  SIC CLASS: MSHO                                                                                   
                                                                                                                              
FATHER & SON SHOES                            310,928      179.51     307,073    177.29      1.3     866,000     6.00   1     
- ----------------------                        -------     -------    --------   -------     ----                              
COMPARABLE SUBTOTALS                          310,928      179.51     307,073    177.29      1.3                              
                                                            AREA:       1,732                                                 
                                                                                                                              
- ---------------------------------------------------------------------------------------------------------------------------   
*** CHILDREN'S SHOES ***  SIC CLASS: CSHO                                                                                     
                                                                                                                              
STRIDE RITE #1535                             402,654      370.42     375,614    345.55      7.2                              
- ----------------------                        -------     -------    --------   -------     ----                              
COMPARABLE SUBTOTALS                          402,654      370.42     375,614    345.55      7.2                              
                                                            AREA:       1,087                                                 
                                                                                                                              
- ---------------------------------------------------------------------------------------------------------------------------   
*** ATHLETIC SHOES *** SIC CLASS: ASHO                                                                                        
                                                                                                                              
ATHLETE'S FOOT                                 37,959       31.71     478,288    399.57    NOCMP     135,078     8.00   1     
ATHLETE'S FOOT, THE                           713,868      371.80     103,586     53.95    NOCMP     832,000     6.00   1     
FOOT ACTION USA                             1,618,076      179.16     308,452     34.15    NOCMP   3,612,400     5.00   1     
FOOTLOCKER #7719                            1,609,841      754.73   1,540,369    722.16      4.5                              
LADY FOOTLOCKER                               808,693      735.17     725,097    659.17     11.5     700,000     6.00   1     
- ----------------------                        -------     -------    --------   -------     ----                              
COMPARABLE SUBTOTALS                        2,418,535      748.07   2,265,466    700.73      6.8                              
                                                            AREA:      3,233                                                  
                                                                                                                              
- ---------------------------------------------------------------------------------------------------------------------------   
*** HOME FURNISHINGS *** SIC CLASS FURN                                                                                       
                                                                                                                              
BOMBAY COMPANY, THE                         1,178,842      291.28   1,145,531    283.05      2.9   1,349,000     6.00   1     
BUTTERFIELDS ETC.                             282,402      261.48     286,012    264.82     -1.3     462,857     7.00   1     
CUTLERY WORLD #235                                  0        0.00      85,449    133.09    NOCMP                              
DECK THE WALLS                                467,881      329.49     462,536    325.72      1.2                              
HOME MART                                           0        0.00      36,403     21.05    NOCMP     489,883     6.00   1     
                                                                                                                              
                                         
</TABLE>


Notes:   NOCMP denotes any TENANT which does not have sales reported for all
         months in the period. SALES figures are for the PERIOD ending in
         DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
         are summarized at the beginning of this report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 10
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQ FT/     1,994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 

<S>                                      <C>     <C>       <C>       <C>         <C>        <C>     <C>           <C>         <C>   
HOME MART                                03/94  12/94      199,655    Closed      39,785     NOCMP           0       199,655   NOCMP
PICTURE SHOW, THE #45                    10/85  06/94       28,023    Closed           0     NOCMP           0        28,023   NOCMP
PRINTS PLUS                              04/86   1,750     287,122    60,388      63,879      -5.5     301,943       287,122     5.2
THIS END UP                              10/86     801     306,781    68,547      51,322      33.6     376,474       306,781    22.7
- ----------------------                                             ---------     -------   -------     -------       -------    ----
COMPARABLE SUBTOTALS                                                 534,311     486,561       9.8   2,607,541     2,487,981     4.8
                                                                       AREA:       9,098                 AREA:         9,098        

- ------------------------------------------------------------------------------------------------------------------------------------

MUSIC & ELECTRONICSSIC CLASS: ELEC

BABBAGE'S #105                           11/88   1,380     785,860   198,154     204,450      -3.1     656,755       785,860   -16.4
BLOCKBUSTER MUSIC                        02/92   2,064     535,869   159,555     156,200       2.1     535,648       535,869       0
CAMELOT MUSIC                            11/93   8,643   1,894,347   460,725     397,731      15.8   2,071,438     1,894,347     9.3
ELECTRONICS BOUTIQUE                     10/85  07/94      295,522    Closed           0     NOCMP           0       295,522   NOCMP
ELECTRONICS BOUTIQUE                     07/94   1,010     435,886   244,633     208,389      17.4     823,297       435,886   NOCMP
RADIO SHACK #01-8373                     10/85   2,753     326,407    81,298      86,239      -5.7     307,504       326,407    -5.8
RADIO SHACK #01-8373                     10/85   2,753      32,307     5,610       4,544      23.5      21,608        32,307   -33.1
SUNCOAST MOTION PICTURE                  09/90   3,060     713,287   199,431     166,485      19.8     841,492       713,287    18.0
- ----------------------                                             ---------     -------   -------     -------       -------    ----
                                                                                                                                    
COMPARABLE SUBTOTALS                                               1,349,407   1,224,037      10.2   4,434,445     4,288,077     3.4
                                                                       AREA:      18,910                 AREA:        17,900        
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
HOBBY & SPECIAL INTERESTS SIC CLASS HOBY                                                                                            
                                                                                                                                    
CHAMPS #14139                            10/85   4,884   1,070,919   218,419     211,841       3.1   1,139,899     1,070,919     6.4
CIRCUS WORLD/PLAYLAND                    10/86  12/95      563,194   120,762     228,976     NOCMP     488,530       563,194   NOCMP
KAY BEE TOY & HOBBY                      10/85   3,270     691,493   324,853     278,565      16.6     777,871       691,493    12.5
WOLF CAMERA                              10/85   1,450     418,564    85,161     104,060     -18.2     373,882       418,564   -10.7
- ----------------------                                             ---------     -------   -------     -------       -------    ----
COMPARABLE SUBTOTALS                                                 628,434     594,466       5.7   2,291,652     2,180,976     5.1
                                                                       AREA:       9,604                 AREA:         9,604        
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                            <--------- ROLLING 12 MONTHS SALES THROUGH ------->    <----- BREAK POINT -->      
TENANT                                         12/95       PSF       12/94       PSF      +/-%       AMOUNT      %    #        
- ------                                         -----       ---       -----       ---      ----       ------      -    -        
                                                                                                                               
<S>                                        <C>           <C>      <C>          <C>        <C>        <C>        <C>    <C>     
HOME MART                                          0        0.00     199,655      0.00    NOCMP                                
PICTURE SHOW, THE #45                              0        0.00      28,023     29.90    NOCMP                                
PRINTS PLUS                                  301,943      172.53     287,122    164.06      5.2     729,167     6.00   1       
THIS END UP                                  376,474      470.00     306,781    382.99     22.7     608,760     5.00   1       
- ----------------------                       -------     -------    --------   -------     ----                                
COMPARABLE SUBTOTALS                       2,607,541      286.60   2,487,981    273.46      4.8                                
                                                           AREA:      9,098                                                    
                                                                                                                               
- --------------------------------------------------------------------------------------------------------------------------     
                                                                                                                               
*** MUSIC & ELECTRONICSSIC *** CLASS: ELEC                                                                                     
                                                                                                                               
BABBAGE'S #105                               656,755      475.90     785,860    569.46    -16.4     883,200    5.00    1       
BLOCKBUSTER MUSIC                            535,648      259.51     535,869    259.62        0     310,000    6.00    1       
CAMELOT MUSIC                              2,071,438      239.66   1,894,347    219.17      9.3   1,728,600    6.00    1       
ELECTRONICS BOUTIQUE                               0        0.00     295,522    317.08    NOCMP                                
ELECTRONICS BOUTIQUE                         823,297      815.14     435,886    431.56    NOCMP     583,275    6.00    1       
RADIO SHACK #01-8373                         307,504      111.69     326,407    118.56     -5.8   1,104,075    3.00    1       
RADIO SHACK #01-8373                          21,608        7.84      32,307     11.73    -33.1     682,500    1.00    1       
SUNCOAST MOTION PICTURE                      841,492      274.99     713,287    233.10     18.0   1,836,000    5.00    1       
- ----------------------                       -------     -------    --------   -------     ----                                
                                                                                                                               
COMPARABLE SUBTOTALS                       4,434,445      247.73   4,288,077    239.55      3.4                                
                                                           AREA:      17,900                                                   
                                                                                                                               
                                                                                                                               
- --------------------------------------------------------------------------------------------------------------------------     
*** HOBBY & SPECIAL INTERESTS *** SIC CLASS HOBY                                                                             
                                                                                                                               
CHAMPS #14139                              1,139,899      233.39   1,070,919    219.27      6.4                                
CIRCUS WORLD/PLAYLAND                        488,530      143.68     563,194    165.64    NOCMP   1,303,333    6.00    1       
KAY BEE TOY & HOBBY                          777,871      237.88     691,493    211.46     12.5   1,308,000    6.00    1       
WOLF CAMERA                                  373,882      257.84     418,564    288.66    -10.7                                
- ----------------------                       -------     -------    --------   -------     ----                                
COMPARABLE SUBTOTALS                       2,291,652      238.61   2,180,976    227.09      5.1                                
                                                           AREA:       9,604                                                   
                                                                                                                               
- --------------------------------------------------------------------------------------------------------------------------     
</TABLE>
Notes:   NOCMP denotes any TENANT which does not have sales reported for all
         months in the period. SALES figures are for the PERIOD ending in
         DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
         are summarized at the beginning of this report.



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>






<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 11
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQ FT/     1,994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 
                                                                                                                                    
<S>                                      <C>     <C>       <C>       <C>         <C>        <C>     <C>           <C>         <C>   

*** GIFTS & SPECIALTY *** SIC CLASS: GIFT

B. DALTON BOOKSELLER                     10/85   3,550     778,683   168,307     180,965      -7.0     771,399       778,683    -0.9
EVERYTHINGS A $1.00                      10/91   2,938     543,998    92,356      98,965      -6.7     432,916       543,998   -20.4
FAMILY BOOKSTORES                        10/94   2,288     862,447   192,913     155,965      23.7     866,010       862,447     0.4
LYNN'S HALLMARK SHOP                     09/93   3,236     668,429   194,289     176,412      10.1     706,967       668,429     5.8
RAPPS LUGGAGE & GIFTS                    11/87   2,173     387,400   106,792     104,538       2.2     376,713       387,400    -2.8
SANRIO SURPRISES                         10/90   1,000     277,864    73,000      66,388      10.0     306,584       277,864    10.3
SCRIBBLES & GIGGLES                      10/86   2,543     316,290    90,845      84,880       7.0     327,948       316,290     3.7
THINGS REMEMBERED                        03/95   1,197           0    85,707           0     NOCMP     320,146             0   NOCMP
THINGS REMEMBERED #52                    02/87   03/95     342,198    Closed      81,840     NOCMP      52,428       342,198   NOCMP
TURQOISE GALLERY                         11/92   01/94           0    Closed           0     NOCMP           0             0   NOCMP
WALDENBOOKS/WALDENKID                    06/95   7,349   1,147,911   357,331     258,222      38.4   1,438,279     1,147,911    25.3
                                thru 06/05/95 in 3,225 square feet    
WICKS 'N' STICKS                         11/95     928     289,991   108,821     102,334       6.3     319,765       289,991    10.3
- -------------------------                                          ---------   ---------    ------   ---------     ---------   -----
COMPARABLE SUBTOTALS                                               1,384,654   1,228,670      12.7   5,546,582     5,273,013     5.2
                                                                       AREA:      26,005                 AREA:        26,005        

- ------------------------------------------------------------------------------------------------------------------------------------
*** COSTUME JEWELRY *** SIC CLASS: CJWL                                                                                             
                                                                                                                                    
AFTERTHOUGHTS BOUTIQUE                   06/90     735     355,441    66,167      80,534     -17.8     341,410       355,441    -3.9
CLAIRE'S BOUTIQUE                        10/86     750     277,009    56,472      63,320     -10.8     280,879       277,009     1.4
IMAGES                                   08/92  03/95      196,476    Closed      37,688     NOCMP      29,182       196,476   NOCMP
PLUS                                     08/94  01/95       28,812    Closed      14,700     NOCMP           0        28,812   NOCMP
PLUS                                     12/85  06/94       47,019    Closed           0     NOCMP           0        47,019   NOCMP
- -------------------------                                          ---------   ---------    ------   ---------     ---------   -----
COMPARABLE SUBTOTALS                                                 122,640     143,853     -14.7     622,289       632,450    -1.6
                                                                       AREA:       1,485                 AREA:         1,485        

- ------------------------------------------------------------------------------------------------------------------------------------
*** JEWELRY *** SIC CLASS: JWLY

BAILEY, BANKS & BIDDL                    10/85   2,065   1,006,278   363,942     282,916      28.6   1,156,183     1,006,278    14.9

<CAPTION>
                                           <--------- ROLLING 12 MONTHS SALES THROUGH ------->    <----- BREAK POINT -->       
TENANT                                        12/95       PSF       12/94       PSF      +/-%       AMOUNT      %    #         
- ------                                        -----       ---       -----       ---      ----       ------      -    -         
                                                                                                                               
<S>                                       <C>           <C>      <C>          <C>        <C>        <C>        <C>    <C>      
                                                                                                                               
*** GIFTS & SPECIALTY ***  SIC CLASS: GIFT                                                                                     
                                                                                                                               
B. DALTON BOOKSELLER                        771,399      217.29     778,683    219.34     -0.9   1,538,333    6.00    1        
EVERYTHINGS A $1.00                         432,916      147.35     543,998    185.15     20.4     940,160    5.00    1        
FAMILY BOOKSTORES                           866,010      378.50     862,447    376.94      0.4     686,400    6.00    1        
LYNN'S HALLMARK SHOP                        706,967      218.46     668,429    206.56      5.8     922,857    7.00    1        
RAPPS LUGGAGE & GIFTS                       376,713      173.36     387,400    178.27     -2.8     651,900    6.00    1        
SANRIO SURPRISES                            306,584      306.58     277,864    277.86     10.3     485,714    7.00    1        
SCRIBBLES & GIGGLES                         327,948      128.96     316,290    124.37      3.7     699,325    8.00    1        
THINGS REMEMBERED                           320,146      267.45           0      0.00    NOCMP     462,246    8.00    1        
THINGS REMEMBERED #52                        52,428       43.69     342,198    285.16    NOCMP      15,616    8.00    1        
TURQOISE GALLERY                                  0        0.00           0      0.00    NOCMP     300,000    8.00    1        
WALDENBOOKS/WALDENKID                     1,438,279      195.71   1,147,911    156.19     25.3   1,795,303    6.00    1        
                                         thru 06/05/95 in 3,225 square feet                                                    
WICKS 'N' STICKS                            319,765      344.57     289,991    312.49     10.3      87,739    8.00    1        
- -------------------------                 ---------     -------   ---------   -------    -----                                 
COMPARABLE SUBTOTALS                      5,546,582      213.28   5,273,013    202.76      5.2                                 
                                                          AREA:      26,005                                                    
                                                                                                                               
- -------------------------------------------------------------------------------------------------------------------------      
*** COSTUME JEWELRY ***  SIC CLASS: CJWL                                                                                       
                                                                                                                               
AFTERTHOUGHTS BOUTIQUE                      341,410      464.50     355,441    483.59     -3.9     375,000    8.00    1        
CLAIRE'S BOUTIQUE                           280,879      374.50     277,009    369.34      1.4     328,125    8.00    1        
IMAGES                                       29,182       38.24     196,476    257.50    NOCMP     145,205    8.00    1        
PLUS                                              0        0.00      28,812     31.87    NOCMP     136,054    8.00    1        
PLUS                                              0        0.00      47,019     79.42    NOCMP                                 
- -------------------------                 ---------     -------   ---------   -------    -----                                 
COMPARABLE SUBTOTALS                        622,289      419.05     632,450    425.89     -1.6                                 
                                                           AREA:      1,485                                                    
                                                                                                                               
- -------------------------------------------------------------------------------------------------------------------------      
*** JEWELRY ***  SIC CLASS: JWLY                                                                                                
                                                                                                                               
BAILEY, BANKS & BIDDL                     1,156,183      559.89   1,006,278    487.30     14.9   1,376,667    6.00    1        
                                       
</TABLE>

Notes:      NOCMP denotes any TENANT which does not have sales reported for all
            months in the period. SALES figures are for the PERIOD ending in
            DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
            are summarized at the beginning of this report.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 12
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9114: ESPLANADE, THE

                                         OPEN     SQ FT/     1,994    <------- DECEMBER --------->   <-------- YEAR TO DATE ------->
TENANT                                   DATE     CLOSE      SALES     1995       1994       +/-%        1995          1994    +/-% 
- ------                                   ----     -----      -----     ----       ----       ----        ----          ----    ---- 
                                                                                                                                    
<S>                                      <C>     <C>       <C>       <C>         <C>        <C>     <C>           <C>         <C>   

FRIEDMAN'S JEWELRY                       07/95   1,467           0   221,280           0     NOCMP     562,340             0   NOCMP
GORDON'S JEWELERS                        10/86   1,369     659,925   215,164     205,258       4.8     631,378       659,925   -4.3 
H.B. ROBINSON                            10/85   04/94     138,379    Closed           0     NOCMP      28,292       138,379   NOCMP
KAY JEWELERS                             07/94   1,288     544,919   260,601     268,572      -3.0     857,786       544,919   NOCMP
KAY JEWELERS #1587                       11/85   07/94     281,421    Closed           0     NOCMP           0       281,421   NOCMP
SHAAN'S                                  05/92   1,030     303,117   144,770      78,138      85.3     628,708       303,117   107.4
ZALES JEWELERS #1412                     10/85   1,022     609,073   276,135     205,719      34.2     754,399       609,073    23.9
- -----------------------------                                      ---------   ---------    ------   ---------     ---------   -----
COMPARABLE SUBTOTALS                                               1,260,613   1,040,604      21.1   3,170,667     2,578,393    23.0
                                                                       AREA:       6,774                 AREA:         5,486        
                                                                                                                 
                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
HEALTH & BEAUTY AIDS  SIC CLASS: H&BA                                                                            
                                                                                                                 
BATH & BODY WORKS                        06/94   2,024     828,814   543,768     420,630      29.3   1,608,622       828,814   NOCMP
ECKERD DRUGS                             11/85   7,522     524,100    89,219     100,239     -11.0     507,578       524,100    -3.2
- -----------------------------                                      ---------   ---------    ------   ---------     ---------   -----
COMPARABLE SUBTOTALS                                                 632,987     520,869      21.5     507,578       524,100    -3.2
                                                                       AREA:       9,546                 AREA:         7,522        
                                                                                                                 
                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER RETAIL SIC CLASS: FCRT                                                                                     
                                                                                                                 
AMERICA'S BEST CONTAC                    07/92   4,112   1,580,567   198,154     119,835      65.4   1,726,256     1,580,567     9.2
AUTOGRAPH SHOP, THE                      11/95     590           0    12,678           0     NOCMP      15,066             0   NOCMP
B&L CUES & ETC                           11/95   1,399           0    21,331           0     NOCMP      30,934             0   NOCMP
B&L CUES & ETC                           05/95   10/95           0    Closed           0     NOCMP      42,707             0   NOCMP
BOOT COUNTRY                             00/00   3,225           0    54,425           0     NOCMP      95,614             0   NOCMP
CHANGING SEASONS                         10/94   02/95     118,478    Closed      68,941     NOCMP      55,628       118,478   NOCMP
CHANGING SEASONS                         10/94   12/94     118,478    Closed      68,941     NOCMP           0       118,478   NOCMP
DISNEY STORE, THE                        10/94   4,461     596,635   312,343     318,779      -2.0   1,419,673       596,635   NOCMP
HICKORY FARMS                            11/94   12/94      43,077    Closed      38,074     NOCMP      37,140        43,077   NOCMP
HOME MART                                01/95   3,599           0    39,319           0     NOCMP     188,856             0   NOCMP
LENS CRAFTER #141                        04/87   6,397   1,939,846   185,224     149,683      23.7   2,259,261     1,939,846    16.5
LINDZ'S-A PLACE OF CH                    10/95   5,868           0   182,181           0     NOCMP     289,016             0   NOCMP
MONOGRAM EXPRESS                         11/91     390     255,536    42,636      44,627      -4.5     260,369       255,536     1.9
                                                                                                                                    
                                                                                                                 
<CAPTION>
                                             <--------- ROLLING 12 MONTHS SALES THROUGH ------->    <----- BREAK POINT -->     
TENANT                                          12/95       PSF       12/94       PSF      +/-%       AMOUNT      %    #       
- ------                                          -----       ---       -----       ---      ----       ------      -    -       
                                                                                                                               
<S>                                         <C>           <C>      <C>          <C>        <C>        <C>        <C>    <C>    
                                                                                                                               
FRIEDMAN'S JEWELRY                            562,340      383.32           0      0.00    NOCMP     507,534    6.00    1      
GORDON'S JEWELERS                             631,378      461.19     659,925    482.04     -4.3     833,333    6.00    1      
H.B. ROBINSON                                  28,292       28.63     138,379    140.05    NOCMP                               
KAY JEWELERS                                  857,786      665.95     544,919    423.07    NOCMP   1,083,208    6.00    1      
KAY JEWELERS #1587                                  0        0.00     281,421    339.46    NOCMP                               
SHAAN'S                                       628,708      610.39     303,117    294.28    107.4     360,500   10.00    1      
ZALES JEWELERS #1412                          754,399      738.15     609,073    595.96     23.9     885,733    6.00    1      
- -----------------------------               ---------     -------   ---------   -------   ------                               
COMPARABLE SUBTOTALS                        3,170,667      577.95   2,578,393    469.99     23.0                               
AREA:                                                       AREA:       5,486                                                  
                                                                                                                               
                                                                                                                               
- -------------------------------------------------------------------------------------------------------------------------      
HEALTH & BEAUTY AIDS  SIC CLASS: H&BA                                                                                          
                                                                                                                               
BATH & BODY WORKS                           1,608,622      794.77     828,814    409.49    NOCMP     728,640    5.00    1      
ECKERD DRUGS                                  507,578       67.47     524,100     69.67     -3.2   4,011,733    2.00    1      
- -----------------------------               ---------     -------   ---------   -------   ------                               
COMPARABLE SUBTOTALS                          507,578       67.47     524,100     69.67     -3.2                               
                                                            AREA:       7,522                                                  
                                                                                                                               
                                                                                                                               
- -------------------------------------------------------------------------------------------------------------------------      
OTHER RETAIL SIC CLASS: FCRT                                                                                                   
                                                                                                                               
AMERICA'S BEST CONTAC                       1,726,256      419.80   1,580,567    384.37      9.2     822,400    6.00    1      
AUTOGRAPH SHOP, THE                            15,066       25.53           0      0.00    NOCMP     249,000   10.00    1      
B&L CUES & ETC                                 30,934       22.11           0      0.00    NOCMP     144,000   10.00    1      
B&L CUES & ETC                                 42,707       30.52           0      0.00    NOCMP     144,000   10.00    1      
BOOT COUNTRY                                   95,614       29.64           0      0.00    NOCMP     137,250    8.00    1      
CHANGING SEASONS                               55,628        9.47     118,478     20.19    NOCMP     240,000    7.00    1      
CHANGING SEASONS                                    0        0.00     118,478      0.00    NOCMP                               
DISNEY STORE, THE                           1,419,673      318.24     596,635    133.74    NOCMP   2,342,025    4.00    1      
HICKORY FARMS                                  37,140        0.00      43,077      0.00    NOCMP                               
HOME MART                                     188,856       52.47           0      0.00    NOCMP     489,883    6.00    1      
LENS CRAFTER #141                           2,259,261      353.17   1,939,846    303.24     16.5   3,038,575    4.00    1      
LINDZ'S-A PLACE OF CH                         289,016       49.25           0      0.00    NOCMP     162,000   10.00    1      
MONOGRAM EXPRESS                              260,369      667.61     255,536    655.22      1.9     300,000    8.00    1      
                                                                                                                               
</TABLE>
                                         
Notes:      NOCMP denotes any TENANT which does not have sales reported for all
            months in the period. SALES figures are for the PERIOD ending in
            DECEMBER 1995 SUBTOTALS are for COMPARABLE tenants only. Total sales
            are summarized at the beginning of this report.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>
<CAPTION>
FEB 1, 1996 03:43                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 13
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                        9114: ESPLANADE, THE

                                   OPEN       SQ FT/   1994     ------------DECEMBER-----------  ----------YEAR TO DATE---------    
TENANT                             DATE        CLOSE   SALES      1995       1994       +/-%       1995       1994          +/-%    
- ---------------------------        -----      ------   -----    --------    -------     -------  ---------  ---------      -----    
<S>                                <C>         <C>     <C>      <C>         <C>         <C>      <C>        <C>            <C>    
MONTOA                             05/95       3,365         0    29,661          0     NOCMP      133,508          0      NOCMP    
MONTOA                             03/95      04/95          0    Closed          0     NOCMP       18,937          0      NOCMP    
MONTOA                             01/95      03/95          0    Closed          0     NOCMP       31,075          0      NOCMP    
MONTOA                             11/94      12/94     56,587    Closed     39,703     NOCMP            0     56,587      NOCMP    
OLAN MILLS                         07/92       1,100   195,916    22,344     26,156     -14.6      178,389    195,916       -8.9    
SEQUINS ORIGINALS                  09/95       4,149         0     5,460          0     NOCMP       22,628          0      NOCMP    
SEQUINS ORIGINALS                  1/95       08/95          0    Closed          0     NOCMP       61,213          0      NOCMP    
SPORTS AVENUE                      05/95       1,729         0   138,622          0     NOCMP      347,424          0      NOCMP    
SPORTS AVENUE                      09/92      04/95    353,477    Closed     99,269     NOCMP       85,825    353,477      NOCMP    
THE SUNGLASS CO. #D06              11/86         491   426,819    83,721     67,917      23.3      539,888    426,819       26.5    
VISION PLAZA                       03/90       3,266   610,120    53,480     55,272      -3.2      724,107    610,120       18.7    
WILSONS THE LEATHER E              10/95       3,051         0   101,346          0     NOCMP      139,233          0      NOCMP    
- ---------------------                                  -------   -------    -------     -----    ---------  ---------      -----    
COMPARABLE SUBTOTALS                                             897,902    782,270      14.8    5,688,270  5,008,804       13.6    
                                                                   AREA:     20,217                  AREA:     15,756               
====================================================================================================================================
                                                                                                                                    
*** PERSONAL SERVICES *** SIC CLASS: PSVC                                                                                           
JOHN JAY                           12/95       1,200   603,813    68,182     66,423       2.6      627,706    603,813        4.0    
MITCHELL'S FORMAL WEA              10/85         800   223,929    17,626     20,421     -13.7      247,940    223,929       10.7    
REGIS HAIRSTYLEST                  02/87       1,016   292,313    40,558     32,630      24.3      333,005    292,313      13.91    
SUPERCUTS ID# LA523                10/85      09/95    210,021    10,968     20,070     NOCMP      200,585    210,021      NOCMP    
TOP LINE NAILS                     12/91       1,249    99,256    10,021     10,275      -2.5       89,480     99,256       -9.8    
WOLF CAMERA                        10/85       1,450   115,994    11,996     15,146     -20.8      115,202    115,994       -0.7    
- -----------                        -----       -----   -------    ------     ------     -----      -------    -------       ----    
COMPARABLE SUBTOTALS                                             148,383    144,895       2.4    1,413,333  1,335,305        5.8    
                                                                   AREA:      4,265                  AREA:      4,265               
                                                                                                                                   
====================================================================================================================================
                                                                                                                                    
*** RECREATION & COMMUNITY *** SIC CLASS: COMM                                                                                      
                                                                                                                                    
CHALLENGES                         11/88       1,286   216,958    30,543     26,884      14.0      238,713    216,958       10.0  


<CAPTION>                 
                              -----------ROLLING 12 MONTHS SALES THROUGH--------      ----BREAK POINT----    
TENANT                          12/95       PSF      12/94        PSF       +/-%          AMOUNT    %     #  
- ---------------------------------------  --------  ---------    ------     -----                             
<S>                           <C>        <C>       <C>          <C>        <C>         <C>         <C>    <C>
MONTOA                          133,508     39.67          0      0.00     NOCMP       180,000     10.00  1  
MONTOA                           18,937      3.07          0      0.00     NOCMP        20,028     10.00  1  
MONTOA                           31,075      5.05          0      0.00     NOCMP        37,553     10.00  1  
MONTOA                                0      0.00     56,587      0.00     NOCMP                             
OLAN MILLS                      178,389    162.17    195,916    178.10      -8.9       482,945      7.00  1  
SEQUINS ORIGINALS                22,628      5.45          0      0.00     NOCMP       240,000     10.00  1  
SEQUINS ORIGINALS                61,213     14.75          0      0.00     NOCMP       240,000     10.00  1  
SPORTS AVENUE                   347,424    200.93          0      0.00     NOCMP       300,000      6.00  1  
SPORTS AVENUE                    85,825     49.63    353,477    204.43     NOCMP       300,000      6.00  1  
THE SUNGLASS CO. #D06           539,888  1,099.56    426,819    869.28      26.5       312,500      8.00  1  
VISION PLAZA                    724,107    221.71    610,120    186.80      18.7     1,088,668      6.00  1  
WILSONS THE LEATHER E           139,233     45.63          0      0.00     NOCMP       108,000     10.00  1  
- ---------------------         ---------  --------  ---------    ------     -----      
COMPARABLE SUBTOTALS          5,688,270    361.02  5,008,804    317.89      13.6                             
                                           AREA:      15,756                                                   
=============================================================================================================
                                                                                                             
*** PERSONAL SERVICES ***                                                                                    
JOHN JAY                        627,706    523.08    603,813    503.17       4.0        61,643      6.00  1  
MITCHELL'S FORMAL WEA           247,940    309.92    223,929    279.91      10.7                            
REGIS HAIRSTYLEST               333,005    327.76    292,313    287.70      13.9       575,733      6.00  1  
SUPERCUTS ID# LA523             200,585    151.95    210,021    159.10     NOCMP                             
TOP LINE NAILS                   89,480     71.64     99,256     79.46      -9.8                            
WOLF CAMERA                     115,202     79.44    115,994     79.99      -0.7                            
- --------------------          ---------    ------  ---------    ------     -----                            
COMPARABLE SUBTOTALS          1,413,333    331.37  1,335,305    313.08       5.8                            
                                         AREA:         4,265                                          
                                                                                                             
============================================================================================================ 
                                                                                                             
*** RECREATION & COMMUNITY ***                                                                               
                                                                                                             
                               238,713    185.62    216,958    168.70      10.0       342,933     15.00  1   
</TABLE>
                              

Note: NOCMP denotes any TENANT which does NOT have sales reported for all months
      in the period. 
      SALES figures are for the PERIOD ending in DECEMBER 1995.
      SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized at
      the beginning of the report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
FEB 1, 1996 03:43                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 14
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                        9114: ESPLANADE, THE

                                   OPEN       SQ FT/   1994     ------------DECEMBER-----------  ----------YEAR TO DATE---------    
TENANT                             DATE        CLOSE   SALES      1995       1994       +/-%       1995       1994          +/-%    
- ---------------------------        -----      ------   -----    --------    -------     -------  ---------  ---------      -----    
<S>                                <C>         <C>     <C>      <C>         <C>         <C>      <C>        <C>            <C>    
- ---------------------------                                     --------    -------     -------  ---------  ---------      -----
COMPARABLE SUBTOTALS                                            30,643      26,884       14.0      238,713   216,958        10.0
                                                                 AREA:       1,286                   AREA:     1,286
- ------------------------------------------------------------------------------------------------------------------------------------

*** KIOSKS *** SIC CLASS: KIOS
MARDI GRAS MADNESS                 01/94       02/94    40,989  Closed           0      NOCMP            0    40,989        NOCMP   
SEASONS BY DESIGNER S              09/93       01/94     7,649  Closed           0      NOCMP            0     7,649        NOCMP   
SEQUINS ORIGINALS                  09/94       12/94    59,545  Closed      25,120      NOCMP            0    59,545        NOCMP   
UNIQUE FASHIONS                    02/94       08/94    89,859  Closed           0      NOCMP            0    89,859        NOCMP   
- ---------------                                                 ------      ------      -----            -    ------        -----   
COMPARABLE SUBTOTALS                                                 0           0       0.00            0         0          0.0   
                                                                 AREA:           0                   AREA:         0                
- ------------------------------------------------------------------------------------------------------------------------------------
*** ANCHORS *** SIC CLASS: ANCHORS

DILLARD'S II                       07/92           0   353,949  Reports in January                 336,537   353,949        NOCMP   
- --------------------                                            ---------- -------     ------      -------   -------        -----   
COMPARABLE SUBTOTALS                                                 0           0       0.00            0         0          0.0   
                                                                 AREA:           0                   AREA:         0                
- ------------------------------------------------------------------------------------------------------------------------------------
*** NONB REPORTING TENANTS *** SIC CLASS: NONREP
3M COMPANY                         01/93           0             Does not report sales.
AIR BRUSH SHOP, THE                05/93      12/93      7,201      Closed
ART & CRAFT SHOWPLACE              11/95      12/95          0      Closed
AT&T PHONE CENTER                  08/94       2,428             Does not report sales.
CALIFORNIA CLOSETS                 05/95       2,581             Does not report sales.
CHILDREN'S PLACE                   03/93      01/94          0      Closed
CLANCY DEVELOPMENTS                06/87           0             Does not report sales.
ESPLANADE DENTAL CENT              08/88       2,258             Does not report sales.
FIRST NATIONAL BANK O              07/94          60             Does not report sales.
FLORSHEIM                          08/92           0             Does not report sales.


<CAPTION>                 
                              -----------ROLLING 12 MONTHS SALES THROUGH--------      -----BREAK POINT-----    
TENANT                          12/95       PSF      12/94        PSF       +/-%          AMOUNT    %     #  
- ---------------------------   ---------  --------  ---------    ------     -----      ---------------------                    
<S>                           <C>        <C>       <C>          <C>        <C>         <C>         <C>    <C>
- ---------------------------   ---------  --------  ---------    ------     -----
COMPARABLE SUBTOTALS            238,713    185.62   216,958     168.70      10.0
                                            AREA:     1,286
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
*** KIOSKS ***                                                                                  
MARDI GRAS MADNESS                    0      0.00    40,989      11.38     NOCMP                             
SEASONS BY DESIGNER S                 0      0.00     7,649       1.84     NOCMP                             
SEQUINS ORIGINALS                     0      0.00    59,545       0.00     NOCMP       240,000     10.00  1 
UNIQUE FASHIONS                       0      0.00    89,859       0.00     NOCMP                               
- ---------------                       -      ----    ------       ----      -----                               
COMPARABLE SUBTOTALS                  0      0.00         0       0.00       0.0                           
                                             AREA:        0                                                
- ------------------------------------------------------------------------------------------------------------------------------------
*** ANCHORS ***                                                                                 
                                                                                                               
DILLARD'S II                    336,537      0.00   353,949       0.00     NOCMP      6,990,000     2.50   1             
- --------------------                                                                                           
COMPARABLE SUBTOTALS                   0     0.00         0       0.00       0.0                          
                                             AREA:        0                                               
- ------------------------------------------------------------------------------------------------------------------------------------
*** NON REPORTING TENANTS *** 
3M COMPANY                       
AIR BRUSH SHOP, THE              
ART & CRAFT SHOWPLACE            
AT&T PHONE CENTER                
CALIFORNIA CLOSETS               
CHILDREN'S PLACE                 
CLANCY DEVELOPMENTS              
ESPLANADE DENTAL CENT            
FIRST NATIONAL BANK O            
FLORSHEIM                        
</TABLE>
                                 
                                 
Note: NOCMP denotes any TENANT which does NOT have sales reported for all months
      in the period.
      SALES figures are for the PERIOD ending in DECEMBER 1995.
      SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized at
      the beginning of the report.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>
<CAPTION>
FEB 1, 1996 03:43                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 15
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                        9114: ESPLANADE, THE


                                   OPEN       SQ FT/   1994     ------------DECEMBER-----------  ----------YEAR TO DATE---------    
TENANT                             DATE        CLOSE   SALES      1995       1994       +/-%       1995       1994          +/-%    
- ---------------------------        -----      ------   -----    --------    -------     -------  ---------  ---------      -----    
<S>                      <C>       <C>        <C>               <C>                     <C>      <C>        <C>            <C>
H & R BLOCK                        01/86      1,091             Does not report sales.
HEAKIN RESEARCH                    11/89      1,344             Does not report sales.
PAY TELEPHONE AMERICA              11/92          0             Does not report sales.
U.S. POSTAL SERVICE                11/95      1,320             Does not report sales.
VACANT UNIT              0116      00/00        851             Does not report sales.
VACANT UNIT              0301      00/00        464             Does not report sales.
VACANT UNIT              0304      00/00        976             Does not report sales.
VACANT UNIT              0616      00/00        414             Does not report sales.
VACANT UNIT              0617      00/00        803             Does not report sales.
VACANT UNIT              0618      00/00        362             Does not report sales.
VACANT UNIT              0802      00/00      1,454             Does not report sales.
VACANT UNIT              0804      00/00        889             Does not report sales.
VACANT UNIT              0806      00/00        285             Does not report sales.
VACANT UNIT              1106      00/00        133             Does not report sales.
VACANT UNIT              1204      00/00        442             Does not report sales.
VACANT UNIT              1422      00/00      1,841             Does not report sales.
VACANT UNIT              1620      00/00        769             Does not report sales.
VACANT UNIT              1718      00/00      1,228             Does not report sales.
VACANT UNIT              2114      00/00        933             Does not report sales.
VACANT UNIT              2116      00/00      1,340             Does not report sales.
VACANT UNIT              2216      00/00      1,917             Does not report sales.
WELLNESS CENTER OF KE              00/00        904             Does not report sales.
                                            


<CAPTION>                 
                              -----------ROLLING 12 MONTHS SALES THROUGH--------      -----BREAK POINT-----    
TENANT                          12/95       PSF      12/94        PSF       +/-%          AMOUNT    %     #  
- ---------------------------   ---------  --------  ---------    ------     -----      ---------------------                    
<S>                           <C>        <C>       <C>          <C>        <C>        <C>
H & R BLOCK          
HEAKIN RESEARCH      
PAY TELEPHONE AMERICA
U.S. POSTAL SERVICE  
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
VACANT UNIT          
WELLNESS CENTER OF KE
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
FEB 1, 1996 03:43                              PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 16
                                              SALES ANALYSIS FOR PERIOD ENDING DEC, 95
                                                        9114: ESPLANADE, THE

                                  ------- -----------------------------1994-------------------------------------    
TENANT NAME         SLSCAT        Jan    Feb   Mar    Apr    May    Jun    Jul    Aug    Sep   Oct    Nov    Dec    
- -----------------   ------        ---    ---   ---    ---    ---    ---    ---    ---    ---   ---    ---    ---    
<S>                 <C>           <C>    <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    
BOOT COUNTRY        S06            X      X     X      X      X      X      X      X      X     X      X      X     


<CAPTION>
                                  -------------------------------------1995------------------------------------- 
TENANT NAME         SLSCAT        Jan    Feb    Mar    Apr    May   Jun    Jul    Aug    Sep    Oct   Nov    Dec 
- -----------------   ------        ---    ---    ---    ---    ---   ---    ---    ---    ---    ---   ---    --- 
<S>                 <C>           <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C> 
BOOT COUNTRY        S06            X      X      X      X     X      X      X      X      X      
</TABLE>

                                  
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
<TABLE>
<CAPTION>
MAR 11, 1996 10:34                                                                                                            PAGE 1
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96
                                                                                           CPI
                                                                                 % RENT   Base   Operating    Pro-
Unit                       Square     Lease           Annual Base Rent         Brkpnt-$   Year   Expense      Rata    Base    
Ten #    Tenant             Feet      Term      Amount     Start      PSF       %(&Cat)     &%   Type         Share   Amount Options
====================================================================================================================================
<S>      <C>                <C>      <C>         <C>      <C>        <C>       <C>               <C>          <C>         <C>
0102-01  ECKERD DRUGS #260  7,522    OCT 09,85   120,351  NOV 01,95  16.00     4,011,733         CAM 90015    2.32920
                                     OCT 31,00                                      2.00         RET 90009    2.02650

0104-01  RAVE #205          2,275    NOV 21,85    45,500  NOV 01,85  20.00       910,000         CAM 90000    .704500
                                     JAN 31,97                                      5.00         RET 90009    .615600

0106-01  PRINTS PLUS        1,750    APR 05,86    43,749  MAY 01,86  25.00       729,167         CAM 90015    .541900
                                     APR 30,98                                      6.00         RET 90009    .471500

0108-02  LANE BRYANT        6,899    NOV 22,93   110,384  DEC 01,95  16.00     2,207,680         CAM 90000    2.09540
                                     JAN 31,06   124,182  DEC 01,99  18.00          5.00         RET 90009    1.85860
                                                                               (STEP-UP)

0111-02  EASY SPIRIT        1,100    OCT 09,85    38,499  JUN 01,95  35.00       641,667         CAM 90003        80%    INC DILL
                                     OCT 31,02    42,350  NOV 01,97  38.50           6.0         RET 01           80%
                                                                               (STEP-UP)

0112-04  CAFE DUMONDE       2,386    NOV 08,93    43,186  JUN 01,95  18.10       750,000         CAM 90002       100% 
                                     DEC 31,03                                      6.00         RET 90009       100%
0116     VACANT UNIT          851

0118-01  HEAKIN RESEARCH    1,344    AUG 15,89    29,191  SEP 01,92  21.72                       CAM 90015    .410900
                                     AUG 31,99                                                   RET 90009    .359100

0202-01  CAMELOT MUSIC      8,643    NOV 20,93   103,716  NOV 01,93  12.00     1,728,600         CAM 90005    2.42490
                                     JAN 31,04   129,645  NOV 01,98  15.00          6.00         RET 90008    2.42490
                                                                               (STEP-UP)

0208-01  VISION PLAZA       3,266    MAR 01,90    65,320  MAR 01,93  20.00     1,088,668         CAM 90015    .892800
                                     FEB 28,00    71,852  MAR 01,97  22.00          6.00         RET 90009    .791900
                                                                               (STEP-UP)

0210     VACANT UNIT        4,489

0212-01  J. RIGGINGS        2,312    OCT 09,85    34,680  NOV 01,85  15.00       693,600         CAM 90015    .702200
                                     OCT 31,97                                      5.00         RET 90009    .622900

0214-01  PAUL HARRIS DIP #  3,265    OCT 09,85   365,300  NOV 01,93  20.00     1,306,000         CAM 90015    1.01100
                                     OCT 31,97                                      5.00         RET 90009    .883500

0215-02  GNC                1,368    FEB 01,96    41,040  FEB 01,96  30.00       536,491
                                     JAN 31,06    42,408  FEB 01,99  31.00          7.00
                                                  43,776  FEB 01,03  32.00     (STEP-UP)

0216-02  UPS N DOWNS #552   1,826    OCT 09,95    29,216  NOV 01,85  16.00       584,320         CAM 90015    .554600
                                     OCT 31,97                                      5.00         RET 90009     491900
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
<TABLE>
<CAPTION>
MAR 11, 1996 10:34                                                                                                            PAGE 2
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                           CPI
                                                                                 % RENT   Base   Operating    Pro-
Unit                       Square     Lease           Annual Base Rent         Brkpnt-$   Year   Expense      Rata    Base    
Ten #    Tenant             Feet      Term      Amount     Start      PSF       %(&Cat)     &%   Type         Share   Amount Options
====================================================================================================================================
<S>      <C>                <C>     <C>          <C>      <C>        <C>       <C>               <C>          <C>         <C>
0218-02  ATHLETE'S FOOT, T  1,920   NOV 14, 94    49,920  DEC 01,94  26.00       832,000         CAM 90013    .544500
                                    DEC 31, 04    53,760  JAN 01,00  28.00          6.00         RET 90012    .544500
                                                                               (STEP-UP)

0220-04  MONTOA             3,365    JAN 01,96                                   162,000         CAM N/A
                                     JUN 30,09                                     10.00

0228-02  LIMITED & LIMITED 13,004    MAR 24,94   195,970  APR 01,94  15.07     6,241,920         CAM 90004    3.94960
                                     MAR 31,09   312,096  APR 01,96  24.00          5.00         RET 90010    3.55460
                                                                               (STEP-UP)

0234-02  STRUCTURE          4,078    OCT 24,91    81,560  NOV 01,93  20.00     1,631,200         CAM 90000    1.23860
                                     JAN 31,04    97,872  NOV 01,97  24.00          5.00         RET 90010    1.11470
                                                                               (STEP-UP)

0236-02  KAY JEWELERS       1,288    JUL 15,94    64,992  AUG 01,94  50.46     1,083,208         CAM 90005    .420900
                                     DEC 31,04                                      6.00         RET 90008    .420900

0241-05  WELLNESS CENTER  O   904    AUG 01,95                                                   CAM N/A
                                     JUL 31,96

0301     VACANT UNIT          464

0302-01  H & R BLOCK        1,091    JAN 01,96    32,730  JAN 01,91  30.00                       CAM 90015    .337800
                                     APR 30,96                                                   RET 90009    .295200

0303-03  VICTORIA'S SECRET  6,830    OCT 23,93   143,430  OCT 01,93  21.00     2,868,600         CAM 90000    2.07440
                                     JAN 31,06                                      5.00         RET 90010    1.86700
                                                                               (STEP-UP)
0304     VACANT UNIT          976

0306-02  AUTOGRAPH SHOP, T    590    NOV 01,95                                                   CAM N/A
                                     DEC 31,95

0308-02  SHAAN'S            1,030    MAY 01,87    36,050  MAY 01,87  35.00       360,500         CAM 90015    .318900
                                     APR 30,97                                     10.00         RET 90009    .278700

0310-02  JOHN JAY           1,200    DEC 02,95    45,000  JAN 01,96  37.50       750,000
                                     DEC 31,06    48,000  JAN 01,01  40.00          6.00
                                                                              (STEP-UP)

03518-01 BANANA REPUBLIC #  3,120    OCT 22,87    93,600  NOV 01,93  30.00             0         CAM 90015    .966100
                                     FEB 28,00                                      0.00         RET 900009   .796300
                                                                               (STEP-UP)

03520-02 SUNCOAST MOTION P  3,060    SEP 07,90    91,800  OCT 01,92  30.00     1,836,000         CAM 90015    .947500
                                     JAN 31,01    97,920  OCT 01,98  32.00          5.00         RET 90009    .828100
                                                                               (STEP-UP)
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
MAR 11, 1996 10:34                                                                                                            PAGE 3
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                           CPI
                                                                                 % RENT   Base   Operating    Pro-
Unit                       Square     Lease           Annual Base Rent         Brkpnt-$   Year   Expense      Rata    Base    
Ten #    Tenant             Feet      Term      Amount     Start      PSF       %(&Cat)     &%   Type         Share   Amount Options
====================================================================================================================================
<S>      <C>                <C>      <C>         <C>      <C>        <C>       <C>               <C>          <C>         <C>
0322-03  BOMBAY COMPANY, T  4,047    MAR 19,93    80,940  MAR 01,93  20.00     1,439,548         CAM 90005    1.32240
                                     APR 30,03    89,034  MAY 01,96  22.00          6.00         RET 90008    1.32240
                                                  97,128  MAY 01,00  24.00     (STEP-UP)

0324-05  HOME MART          5,868    MAR 01,96                                   450,000         CAM N/A
                                     FEB 28,97                                      6.00

0330-01  CASUAL CORNER      5,868    OCT 09,85    93,888  NOV 01,85  16.00     1,877,760         CAM 90015    1.78220
                                     OCT 31,97                                      5.00         RET 90009    1.58090

0332-01  GAP KIDS #9662     2,900    AUG 04,87    63,800  SEP 01,93  22.00     1,276,000         CAM 90015    .898000
                                     AUG 31,99                                      5.00         RET 90009    .740200

0402-04  DISNEY STORE, THE  4,461    OCT 11,94    93,681  NOV 01,94  21.00     2,342,025         CAM 90018
                                     DEC 31,04   102,603  MAY 01,00  23.00          4.00         RET 90012
                                                                               (STEP-UP)

0414-01  BAKER'S #2247      1,984    OCT 09,85    45,632  NOV 01,85  23.00       760,533         CAM 90015    .602600
                                     OCT 31,97                                      6.00         RET 90009    .534500
0416     VACANT UNIT        2,082

0418     VACANT UNIT        3,014

0420     VACANT UNIT        3,225

0502-02  GYMBOREE           1,360    APR 12,94    39,000  MAY 01,94  28.68       780,000         CAM 90006    .385700
                                     JAN 31,05    40,999  FEB 01,00  30.15          5.00         RET 90012    .385700
                                                                               (STEP-UP)

0503-02  PERLIS CRAWISH S     650    MAY 01,95    24,999  MAY 01,95  38.46       357,142                          75%
                                     APR 30,00                                      7.00                          75%
                                                                               (STEP-UP)

0504-01  JEANS WEST #50408  1,123   JULY 31,86   34,812   AUG 01,92  31.00       580,217         CAM 90015    .341100
                                     JUL 31,98                                      6.00         RET 90009    .302500

0506-01  REGIS HAIRSTYLEST  1,016    FEB 13,87    35,559  MAR 01,96  35.00       592,666         CAM 90015    .314600
                                     FEB 28,97                                      6.00         RET 90009    .274900

0508-01  FOOTLOCKER #7719   2,133    OCT 09,85                                 1,066,500         CAM 90015    .660500
                                     OCT 31,95                                      6.00         RET 90009    .574600

060_-__  AMERICA'S BEST CO  4,112    JUL 13,92    49,344  JUL 01,92  12.00       822,400         CAM 90002    1.27330
                                     JUN 30,02                                      6.00         RET 90010    1.32410
                                                                               (STEP-UP)

060_-__  VACANT UNIT        3,550
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
<TABLE>
<CAPTION>
MAR 11, 1996 10:34                                                                                                            PAGE 4
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                           CPI
                                                                                 % RENT   Base   Operating    Pro-
Unit                       Square     Lease           Annual Base Rent         Brkpnt-$   Year   Expense      Rata    Base    
Ten #    Tenant             Feet      Term      Amount     Start      PSF       %(&Cat)     &%   Type         Share   Amount Options
====================================================================================================================================
<S>      <C>                <C>      <C>         <C>      <C>        <C>       <C>               <C>          <C>         <C>
0606-01  RADIO SHACK #01    2,753    OCT 09,85    57,813  NOV 01,93  21.00     1,104,075         CAM 90015    .852500
                                     OCT 31,97                                      3.00         RET 90009    .745000
                                                                                     G02
                                                                               (STEP-UP)
                                                                                 682,500
                                                                                    1.00
                                                                                     G)7
                                                                               (STEP-UP)


0608-02  AVENUE, THE        3,186    JUL 14,95                                   796,500
                                     DEC 31,49                                      6.00
                                                                               (STEP-UP)

0610-01  CHAMPS #14139      4,884    OCT 09,85   107,448  NOV 01,92  22.00     2,148,960         CAM 90015    1.51230
                                     OCT 31,96                                      5.00         RET 90009    .862100

0612-01  9 WEST #2017       1,440    OCT 02,85                                   320,000         CAM 90015    .445900
                                     FEB 28,96                                      6.00         RET 90009    .389700

0613-03  ELECTRONICS BOUTI  1,010    JUL 25,94    34,996  AUG 01,94  34.65       583,275         CAM 90005    .330000
                                     JUL 31,04                                      6.00         RET 90008    .330000
                                                                               (STEP-UP)
0614-03  ORECK FLOOR CARE     620    MAR 01,90                                                   CAM 02          100%
                                     APR 30,93                                                   RET 01          100%

0615-01  WOLF CAMERA        1,450    OCT 09,85                                                   CAM 90015    .449000
                                     OCT 31,95                                                   RET 90009    .392400

0616     VACANT UNIT          414

0617     VACANT UNIT          803

0618     BACANT UNIT          362

0702-01  KAY BEE TOY & HOB  3,270    OCT 09,85    78,480  NOV 01,94  24.00     1,308,000         CAM 90015    1.01260
                                     OCT 31,97                                      6.00         RET 90009    .881000

0704-02  EVERYTHINGS A $1   2,938    OCT 30,91    47,008  NOV 01,94  16.00       940,160         CAM 90002    .946100
                                     DEC 31,01    55,821  NOV 01,98  19.00          5.00         RET 90010    .946100
                                                                               (STEP-UP)

070_-__  FAMILY BOOKSTORES  2,288    OCT 31,94    41,184  SEP 01,95  18.00       686,400         CAM 90015    .708500
                                     AUG 31,00                                      6.00         RET 90009    .619100

070_-__  VACANT UNIT        3,051

0710-01  COUNTY SEAT #316   3,678    SEP 05,86    77,238  OCT 01,93  21.00     1,287,300         CAM 90015    1.13890
                                     SEP 30,96                                      6.00         RET 90009    .995300

</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 5
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit                                      Square     Lease     -------Annual Base Rent------      Brkpnt-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF      % (&Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>         <C>       <C>           <C>       <C>           <C>     <C>
0711-02     FRIEDMAN'S JEWELE              1,467   JUL 14, 95  65,000    AUG 01, 95    44.31     1,083,333             CAM 90017
                                                   JUN 30, 05                                         6.00             RET 90008
                                                                                                 (STEP-UP)

0714-01     NATURALIZER SHOES                871   OCT 09, 85                                                          CAM 90015   
                                                   OCT 31, 00                                                          RET 90009

0716-03     SWENSEN'S                        642   JUN 01, 95  35,000    JUN 01, 95    54.52       350,000             CAM 90005
                                                   DEC 31, 05                                        10.00             RET 90008

0718-01     RUBY TUESDAY                   4,514   OCT 09, 84  83,499    NOV 01, 95    18.50     1,609,995             CAM 90015
                                                   OCT 31, 00                                         5.00             RET 90009

0802        VACANT UNIT                    1,454


0804        VACANT UNIT                      889 


0806        VACANT UNIT                      285


0808-02     MITCHELL'S FORMAL                800   NOV 01, 95  26,000    NOV 01, 95    32.50       325,000
                                                   OCT 31, 05  27,999    NOV 01, 00    35.00          8.00
                                                                                                 (STEP-UP)

0810-02     BARNIE'S COFFEE A                730   DEC 01, 88  36,500    JAN 01, 94    50.00       521,429             CAM 90015    
                                                   DEC 31, 96                                         7.00             RET 90009    

0811-01     THE SUNGLASS CO.                 491   OCT 15, 86  24,999    NOV 01, 86    50.92       312,500             CAM 90015    
                                                   OCT 31, 96                                         8.00             RET 90009    

0812-02     AFTERTHOUGHTS BOU                735   MAY 01, 90  30,000    MAY 01, 93    40.82       375,000     1985    CAM 90015    
                                                   APR 30, 00  32,500    MAY 01, 97    44.22          8.00             RET 90009    
                                                                                                 (STEP-UP)

0814-02     9 & CO.                        1,869   DEC 21, 93  44,856    JAN 01, 94    24.00       747,600             CAM 90005    
                                                   DEC 31, 03  48,594    JAN 01, 97    26.00          6.00             RET 90008    
                                                               52,332    JAN 01, 00    28.00     (STEP-UP)

0815-02     TOP LINE NAILS                 1,249   DEC 01, 91  15,000    DEC 01, 91    12.01       150,000             CAM 90015    
                                                   NOV 30, 97                                        10.00             RET 90009    

0816-01     ESPLANADE DENTAL               2,258   AUG 01, 88  45,160    AUG 01, 94    20.00                           CAM 90015    

0818-01     CHALLENGES                     1,286   NOV 25, 88  51,440    DEC 01, 95    40.00       342,933             CAM 90015    
                                                   NOV 30, 98                                        15.00             RET 90009    

0819        TROPIK SUN FRUIT                 222   SEP 23, 86  26,000    OCT 01, 95     117.12     260,000             CAM 90015    
                                                   DEC 31, 99                                        10.00             RET 90009    
                                                                                                 (STEP-UP)


<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
0711-02     FRIEDMAN'S JEWELE                                      


0714-01     NATURALIZER SHOES  .269700                             
                               .235700

0716-03     SWENSEN'S                                              

0718-01     RUBY TUESDAY       1.29880
                               1.15210

0802        VACANT UNIT                                            


0804        VACANT UNIT                                            


0806        VACANT UNIT                                            


0808-02     MITCHELL'S FORMAL                                      
                                                                   
                                                                   

0810-02     BARNIE'S COFFEE A  .226000                             
                               .197500                             

0811-01     THE SUNGLASS CO.   .152000                             
                               .132900                             

0812-02     AFTERTHOUGHTS BOU  .227600                             
                               .198900                             

0814-02     9 & CO.            .610700                             
                               .610700                             
                                                                   

0815-02     TOP LINE NAILS     .232200                             
                               .203000                             

0816        ESPLANADE DENTAL   .699200                             
                               .611000                             

0818        CHALLENGES         .398200                             
                               .348000                             

0819        TROPIK SUN FRUIT   .068700                             
                               .068100                             
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 6
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit -                                    Square     Lease     -------Annual Base Rent------      Brkpnt-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF      % (&Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>         <C>       <C>           <C>       <C>           <C>     <C>          
0822-02     MANCHU WOK                        630   NOV 01, 95  62,000    NOV 01, 95    98.41    1,206,027
                                                    JAN 31, 06  65,000    NOV 01, 98    103.17        6.00
                                                                68,000    NOV 01, 02    107.94   (STEP-UP)

0824        VACANT UNIT                       711

0826-03     WENDY'S OLD FASHI               1,161   OCT 01, 91  25,000    OCT 01, 91    21.53      400,000              CAM 90002   
                                                    JUL 31, 99                                        6.00              RET 90009   
                                                                                                  (STEP-UP)

0828-01     TACO BELL #3258                   738   OCT 09, 85  39,999    NOV 01, 94    54.20      666,667              CAM 90015   
                                                    OCT 31, 96                                                          RET 90009   

0830-01     SBARRO                          1,385   NOV 16, 93  72,020    DEC 01, 93    52.00      900,250              CAM 90005   
                                                    NOV 30, 03                                        8.00              RET 90011   

0834-01     A&W HOT DOGS & MO                 630   NOV 01, 90  25,000    NOV 01, 90    39.68      250,000              CAM 90004   
                                                    OCT 31, 00                                       10.00              RET 90009   

0836-02     ARBY'S                            630   NOV 21, 89  25,000    DEC 01, 92    39.68      357,144              CAM 90015   
                                                    NOV 30, 99  29,000    DEC 01, 96    46.03         7.00              RET 90009

0838-01     FRULLATI CAFE                     680   SEP 01, 95  31,001    SEP 01, 95    45.59      442,874
                                                    DEC 31, 05  33,000    SEP 01, 98    48.53         7.00
                                                                35,000    SEP 01, 02    51.47    (STEP-UP)

1001-01     ZALES JEWELERS #1               1,022   OCT 09, 85  53,144    NOV 01, 93    52.00      885,733              CAM 90015   
                                                    OCT 31, 97                                        6.00              RET 90009   

1002-01     FIRST NATIONAL BA                  60   JUL 01, 94  3,000     JUL 01, 94    50.00                           CAM 03      
                                                    DEC 31, 97                                                          RET 03      

1003        VACANT UNIT                     1,320


1004-04     CALIFORNIA CLOSET               2,581   MAY 01, 95                                                          CAM N/A
                                                    APR 30, 96

1006-01     CHICK-FIL-A                     2,088   OCT 09, 85  52,200    NOV 01, 95    25.00      870,000              CAM 90015   
                                                    OCT 31, 00                                        6.00              RET 90009   

100         DECK THE WALLS                  1,420   OCT 09, 85                                     710,000              CAM 90015   
                                                    OCT 31, 95                                        6.00              RET 90009   

101         WICKS' N' STICKS                  928   NOV 01, 95  42,000    NOV 01, 95    45.26      525,000
                                                    DEC 31, 05                                        8.00

101         PETITE SOPHISTICA               1,586   OCT 09, 85  28,548    NOV 01, 85    18.00      570,960              CAM 90015   
                                                    OCT 31, 97                                        5.00              RET 90009   


<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
0822-02     MANCHU WOK         
                               
                               
0824        VACANT UNIT        

0826-03     WENDY'S OLD FASHI   .373900  
                                .325100  
                                         
0828-01     TACO BELL #3258     .228500  
                                .199700  

0830-01     SBARRO              .452600  
                                .452600  

0834-01     A&W HOT DOGS & MO   .195100  
                                .170500  

0836-02     ARBY'S              .195100  
                                .170500  

0838-01     FRULLATI CAFE                
                                         
                                         

1001-01     ZALES JEWELERS #1   .316500  
                                .275300  

1002-01     FIRST NATIONAL BA   0        
                                0        

1003        VACANT UNIT                  


1004-04     CALIFORNIA CLOSET            
                                         

1006-01     CHICK-FIL-A         .600800  
                                .532900  

100         DECK THE WALLS      .431300  
                                .382600  

101         WICKS' N' STICKS             
                                         

101         PETITE SOPHISTICA   .481700  
                                .427300  
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 7
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit                                      Square     Lease     -------Annual Base Rent------      Brkpnt-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF      % (&Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>         <C>       <C>           <C>       <C>           <C>     <C>          
1014        VACANT UNIT                     2,442

1016-02     LILLIE RUBIN                    2,991   NOV 01, 95  53,987    NOV 01, 95    18.05      899,792
                                                    OCT 31, 05                                        6.00
                                                                                                  (STEP-UP)

1018-02     LYNN'S HALLMARK S               3,236   SEP 01, 93  61,474    SEP 01, 93    19.00       922,857            CAM 90013   
                                                    AUG 31, 05  69,573    SEP 01, 97    21.50          7.00            RET 90012   
                                                                77,664    SEP 01, 01    24.00     (STEP-UP)

1020-04     GADZOOKS                        2,187   NOV 19, 93  48,125    NOV 01, 93    22.01       802,083            CAM 90006   
                                                    DEC 31, 03  52,500    NOV 01, 98    24.01          6.00            RET 90012   
                                                                                                  (STEP-UP)

1104-02     LERNER NEW YORK #              12,135   JAN 30, 91  157,905   FEB 01, 91    13.01     3,158,120            CAM 90015   
                                                    JAN 31, 03  176,184   FEB 01, 97    14.52          5.00            RET 90009   
                                                                                                  (STEP-UP)

1106        VACANT UNIT                       133

1202-01     PAYLESS SHOE SOUR               2,626   NOV 22, 88  63,024    DEC 01, 88    24.00     1,050,400            CAM 90015   
                                                    NOV 30, 98                                         6.00            RET 90009   

1204        VACANT UNIT                       442

1206-02     GREAT AMERICAN CO                 586   NOV 01, 95  60,000    NOV 01, 95    102.39      600,000
                                                    OCT 31, 05  65,000    NOV 01, 00    110.92        10.00
                                                                                                  (STEP-UP)

1208-01     DOLCIS                          1,750   OCT 09, 85                                      875,000            CAM 90015   
                                                    OCT 31, 95                                        10.00            RET 90009   

1210-02     LADY FOOTLOCKER                 1,100   MAR 13, 90  42,000    APR 01, 90    38.18       700,000            CAM 90015   
                                                    MAR 31, 00                                         7.00            RET 90009   

1212-01     BUTTERFIELDS, ETC.              1,080   APR 01, 87  32,400    APR 01, 94    30.00       462,857            CAM 90015   
                                                    MAR 31, 97                                         7.00            RET 90009   

1214-02     RACK ROOM SHOES                 5,770   JUN 30, 94  86,500    AUG 01, 94    15.00     2,163,750            CAM 03      
                                                    JUL 30, 04                                         4.00            RET 03      
                                                                                                  (STEP-UP)

121?-??     VACANT UNIT                     2,064

13??-??     BAILEY, BANKS & B               2,065   OCT 09, 85  68,259    NOV 01, 93    33.06     1,376,667             CAM 90015   
                                                    OCT 31, 97                                         6.00             RET 90009   
                                                                                                  (STEP-UP)


<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
1014        VACANT UNIT        

1016-02     LILLIE RUBIN       
                               
                               
1018-02     LYNN'S HALLMARK S   .917700 
                                .917700 
                                        
1020-04     GADZOOKS            .620200 
                                .620200 

1104-02     LERNER NEW YORK #   3.68560 
                                3.26920 
                                        
1106        VACANT UNIT                 


1202-01     PAYLESS SHOE SOUR   .813100 
                                .710600 

1204        VACANT UNIT                 


1206-02     GREAT AMERICAN CO           
                                        
                                        
1208-01     DOLCIS              .541900 
                                .471500 

1210-02     LADY FOOTLOCKER     .340600 
                                .291000 

1212-01     BUTTERFIELDS, ETC.  .328000 
                                .291000 

1214-02     RACK ROOM SHOES           0       
                                      0       

121?-??     VACANT UNIT                 

13??-??     BAILEY, BANKS & B   .639400 
                                .556300 
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 8
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit                                      Square     Lease     -------Annual Base Rent------      Brkpnt-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF      % (&Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>         <C>       <C>           <C>       <C>           <C>     <C>          
1304-01     MONOGRAM EXPRESS                 390   NOV 01, 91  24,000    NOV 01, 92    61.54       300,000             CAM 90002    
                                                   OCT 31, 99  26,000    NOV 01, 98    66.67          8.00             RET 90010    
                                                                                                 (STEP-UP)             

1306-01     STRIDE RITE #1535              1,087   OCT 09, 85                                                          CAM 90015    
                                                   OCT 31, 95                                                          RET 90009    

1308-01     SIZE 5-7-9 SHOP                1,302   OCT 09, 85  28,644    NOV 01, 85    22.00       477,400             CAM 90015    
                                                   OCT 31, 97                                         6.00             RET 90009    

1309-01     G. H. BASS                     1,445   APR 01, 86  65,025    APR 01, 93    45.00     1,083,750             CAM 90015    
                                                   MAR 31, 96                                         6.00             RET 90009    

1402-01     AUGUST MAX WOMAN               2,477   OCT 01, 86  59,448    OCT 01, 94    24.00     1,188,960             CAM 90015    
                                                   SEP 30, 98                                         5.00             RET 90009    

1406-03     BATH & BODY WORKS              2,024   JUN 21, 94  36,432    JUL 01, 94    18.00       728,640             CAM 90004    
                                                   JUN 30, 06  40,479    AUG 01, 98    20.00          5.00             RET 90010    
                                                               44,528    AUG 01, 02    22.00     (STEP-UP)             

1408-02     GAP, THE                       8,780   SEP 15, 93  219,500   AUG 01, 93    25.00     4,390,000             CAM 90016    
                                                   DEC 31, 98                                         6.00             RET 90009    

1422        VACANT UNIT                    1,841                                                                       
                                                                                                                       

1602-01     SCRIBBLES & GIGGLE             2,543   OCT 01, 86  55,946    OCT 01, 86    22.00       699.325             CAM 90015    
                                                   SEP 30, 96                                         8.00             RET 90009    

1604-06     THE NEW ORLEANS C              4,489   MAR 01, 96                                            0             CAM N/A      
                                                   DEC 31, 96                                        10.00                 

1606-01     CONTEMPO CASUALS               3,870   OCT 01, 86  89,010    OCT 01, 94    23.00     1,780,200             CAM 90015    
                                                   SEP 30, 98                                         5.00             RET 90009    

1610-02     WET SEAL                       4,790   NOV 12, 93  105,380   DEC 01, 93    22.00     1,756,333             CAM 90007    
                                                   NOV 30, 05  114,960   DEC 01, 99    24.00          6.00             RET 90012    
                                                                                                 (STEP-UP)

1620        VACANT UNIT                      769                                                                       
                                                                                                                       

1702-01     RAPPS LUGGAGE & G              2,173   NOV 07, 87  39,114    DEC 01, 95    18.00       651,900             CAM 90015    
                                                   NOV 30, 97                                         6.00             RET 90009    

1704-02     SANRIO SUPRISES                1,000   SEP 01, 90  34,000    SEP 01, 95    34.00       485,714             CAM 90015    
                                                   DEC 31, 01  36,000    SEP 01, 98    36.00          7.00             RET 90009    
                                                                                                 (STEP-UP)             

1708        VACANT UNIT                    4,496                                                                         
                                                                                                                         
                                                                                                                         
<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
1304-01     MONOGRAM EXPRESS   .125600    
                               .125600    
                                          
1306-01     STRIDE RITE #1535  .336600    
                               .294100    

1308-01     SIZE 5-7-9 SHOP    .395400   
                               .350800   

1309-01     G. H. BASS         .447400   
                               .391000   

1402-01     AUGUST MAX WOMAN   .752300   
                               .667300   

1406-03     BATH & BODY WORKS  .614700   
                               .614700   
                                         
1408-02     GAP, THE           2.36540   
                               2.45840   
1422        VACANT UNIT                  
                                         
1602-01     SCRIBBLES & GIGGLE .787400   
                               .688100   

1604-06     THE NEW ORLEANS C  .787400   
                                         
1606-01     CONTEMPO CASUALS   1.19840   
                               1.04720   

1610-02     WET SEAL           1.35840   
                               1.35840   

1620        VACANT UNIT                  
                                         
1702-01     RAPPS LUGGAGE & G  .672900   
                               .588000   

1704-02     SANRIO SUPRISES    .309700   
                               .270600   
                                         
1708        VACANT UNIT       
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMAION SYSTEM                                         PAGE 9
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit                                      Square     Lease     -------Annual Base Rent------      Brkpnt-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF      % (&Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>         <C>       <C>           <C>       <C>           <C>     <C>          
1710-02     B&L CUES & ETC.                1,399   NOV 01, 95                                                          CAM N/A
                                                   DEC 31, 95

1712-01     CIRCUS WORLD/PLAY              3,400   OCT 01, 86  78,200    OCT 01, 86     23.00    1,303,333             CAM 90015   
                                                   JAN 31, 97                                         6.00             RET 90009   

1718        VACANT UNIT                    1,228                                                                        
                                                                                                                        

1812-02     EXPRESS AND/OR CO             11,028   NOV 16, 94  198,504   DEC 01, 94     18.00    3,970,080             CAM 90004   
                                                   JAN 31, 06                                         5.00             RET 90010   
                                                                                                 (STEP-UP)

2002-01     MOTHERTIME                     2,364   OCT 01, 86  27,999    OCT 01, 91     11.84      400,000             CAM 90015   
                                                   JAN 31, 97                                         7.00             RET 90009   
                                                                                                 (STEP-UP)             

2004        VACANT UNIT                    2,616                                                                        
                                                                                                                        

2006-01     THIS END UP                      801   OCT 01, 86  30,438    OCT 01, 94     38.00      608.760             CAM 90015   
                                                   SEP 30, 98                                         5.00             RET 90009   

2008-01     FATHER & SON SHOE              1,732   APR 01, 87  51,960    APR 01, 94     30.00      866,000             CAM 90015   
                                                   MAR 31, 97                                         6.00             RET 90009   

2010-06     SPORTS AVENUE                  1,729   MAY 01, 95                                      300,000             CAM N/A
                                                   APR 30, 96                                         6.00                

2012-01     BABBAGE'S # 105                1,380   NOV 14, 88  44,160    DEC 01, 93     32.00      883,200             CAM 90015   
                                                   NOV 30, 98                                         5.00             RET 90009   

2016-03     WALDENBOOKS/WALDE              7,349   JUN 01, 95  183,725   JUN 01, 95     25.00    3,062,083             CAM 90006
                                                                                                      6.00             RET 90012
                                                                                                 (STEP-UP)             

2020-01     LENS CRAFTER #141              6,397   FEB 01, 87  121,542   FEB 01, 95     19.00    3,038,575             CAM 90015   
                                                   JAN 31, 99                                         4.00             RET 90009   

2022-01     CLAIRE'S BOUTIQUE                750   OCT 01, 86  26,250    OCT 01, 86     35.00      328,125             CAM 90015   
                                                   SEP 30, 96                                         8.00             RET 90009   

2024-01     AT&T PHONE CENTER              2,428   AUG 30, 94  43,558    SEP 01, 94     17.94                          CAM 90005   
                                                   DEC 31, 01                                                          RET 90008   

210         SEQUINS ORIGINALS              4,149   SEP 01, 96                                      240,000             CAM N/A
                                                   FEB 29, 96                                        10.00                 

210-05      EDDIE BAUER                    5,931   OCT 12, 90  142,344   NOV 01, 95     24.00    2,846,880             CAM 90015   
                                                   NOV 30, 00                                         5.00             RET 90009   
                                                                                                 (STEP-UP)           
                   
                                                                                                                     
<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
1710-02     B&l CUES & ETC.    
                               
1712-01     CIRCUS WORLD/PLAY  1.05280 
                               .916000 

1718        VACANT UNIT                
                                       
1812-02     EXPRESS AND/OR CO      90% 
                                  3001 

2002-01     MOTHERTIME         .732000 
                               .639700 
                                       

2004        VACANT UNIT                
                                       

2006-01     THIS END UP        .248000 
                               .215800 

2008-01     FATHER & SON SHOE  .526000 
                               .446600 

2010-06     SPORTS AVENUE              
                                       

2012-01     BABBAGE'S # 105    .427300 
                               .373400 

2016-03     WALDENBOOKS/WALDE          
                                       
                                       
2020-01     LENS CRAFTER #141  1.98090 
                               1.73110 

2022-01     CLAIRE'S BOUTIQUE  .232200 
                               .203000 

2024-01     AT&T PHONE CENTER  .793400 
                               .793400 

210         SEQUINS ORIGINALS          
                                       

210-05      EDDIE BAUER        1.83660 
                               1.60500 
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 10
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit                                      Square     Lease     -------Annual Base Rent------      Brkpnt-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF      % (&Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>         <C>       <C>           <C>       <C>           <C>     <C>          
2108-01     GORDON'S JEWELERS             1,369    OCT 01, 96  50,000    MAR 01, 93    36.52       833,333             CAM 90015    
                                                   SEP 30, 96                                         6.00             RET 90009    

2110-02     FREDERICK'S OF HO             1,696    MAY 26, 90  42,399    MAY 01, 90    25.00       605,715             CAM 90015    
                                                   JAN 31, 99                                         7.00             RET 90009    
                                                                                                 (STEP-UP)
2114        VACANT UNIT                     933                                                  

2116        VACANT UNIT                   1,340                                                  

2202-02     OLAN MILLS                    1,100    MAY 01, 92  29,700    MAY 01, 95    27.00       495,000             CAM 90002    
                                                   APR 30, 97                                         7.00             RET 90009    
                                                                                                 (STEP-UP)

2204-03     THINGS REMEMBERED             1,197    MAR 11, 95  45,600    APR 01, 95    38.10       570,000             CAM 90006
                                                   MAR 31, 05                                         8.00             RET 90012
                                                                                                 (STEP-UP)

2206-02     FOOT ACTION USA               9,011    NOV 17, 94  180,620   DEC 01, 94    20.00     3,612,400             CAM 90016    
                                                   DEC 31, 04                                         5.00             RET 90009    
2216        VACANT UNIT                   1,917                                                  

9020-01     MERVYN'S                          0    OCT 09, 85                                                          CAM 03       
                                                   OCT 31, 10                                                          RET 03       

9030-01     DILLARD'S                         0    OCT 09, 85                                                          CAM 03       
                                                   OCT 31, 05                                                          RET 03       

9040-01     MACY'S                            0    OCT 01, 86                                                          CAM 03       
                                                   SEP 30, 01                                                          RET 03       

9050-01     DILLARD'S II                      0    JUL 20, 92  174,750   JUL 01, 92    0.00      6,990,000             CAM 03       
                                                   SEP 30, 11                                         2.50             RET 90009    
                                                                                                 (STEP-UP)
K010        VACANT UNIT                       0                                                  

K100        VACANT UNIT                       0                                                  

K20         NORDIC TRACK                      0    AUG 01, 95                                      100,000             CAM N/A
                                                   JUN 30, 96                                        10.00
K30         VACANT UNIT                       0                                                  

K40         JEFFERSON GUARANT                 0    JUN 01, 95                                                          CAM N/A
                                                   MAY 31, 97

<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
2108-01     GORDON'S JEWELERS  .423900    
                               .370500    

2110-02     FREDERICK'S OF HO  .525200    
                               .458900    
                                          
2114        VACANT UNIT                   

2116        VACANT UNIT                   

2202-02     OLAN MILLS         .340600    
                               .308000    
                                          
2204-03     THINGS REMEMBERED             
                                          
                                          
2206-02     FOOT ACTION USA    2.43300    
                               2.43300    

2216        VACANT UNIT                   

9020-01     MERVYN'S                 0    
                                     0    
                                     
9030-01     DILLARD'S                0    
                                     0    
                                     
9040-01     MACY'S                   0    
                                     0    
                                     
9050-01     DILLARD'S II            0%         
                               11.2988    
                                          
K010        VACANT UNIT                   

K100        VACANT UNIT        

k20         NORDIC TRACK       
                               
K30         VACANT UNIT        

K40         JEFFERSON GUARANT  
</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 11
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit                                      Square     Lease     -------Annual Base Rent------      BRKPNT-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF     % (& Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                           <C>      <C>         <C>       <C>           <C>       <C>           <C>     <C>          
K500-01     KIDDIE KONCEPTS,                  0    NOV 15, 95                                           0              CAM N/A
                                                   NOV 14, 98                                       30.00              
                                             
K600-02     CENTURY 21 HOME I                 0    JAN 15, 96                                                          CAM N/A
                                                   JUN 30, 96                                                          
                                             
K700-01     THE CALENDAR COMP                 0    NOV 01, 95                                                          CAM N/A
                                                   DEC 31, 95                                                          
                                             
K800-01     HICKORY FARMS                     0    NOV 14, 95                                                          CAM N/A
                                                   DEC 31, 95                                                          
                                             
K900-01     AUTO PHOTO SYSTEM                 0    SEP 12, 95                                      14,400              CAM N/A
                                                   MAR 31, 96                                       25.00              
                                             
P001        VACANT UNIT                       0                                                                        
                                                                                                                       
                                             
P002-02     RIBBONS & BOWS                    0    SEP 15 95                                                           CAM N/A
                                                   DEC 31, 95                                                          
                                             
P003-02     LA STYLES, INC.                   0    AUG 01, 95                                                          CAM N/A
                                                   DEC 31, 95                                                          
                                             
P004        VACANT UNIT                       0                                                                        
                                                                                                                       
                                             
P005-03     KAJUN KREATIONS                   0    AUG 21, 95                                                          CAM N/A
                                                   DEC 31, 95                                                          
                                             
P006-02     MUG SHOTS                         0    JAN 01, 96                                      48,600              CAM N/A
                                                   DEC 31, 96                                       15.00              
                                             
P007-04     SILVER NIGHTS                     0    JAN 01, 96                                                          CAM N/A
                                                   DEC 31, 96                                                          
                                             
P008-03     WHAT'S IN A NAME                  0    SEP 01, 95                                                          CAM N/A
                                                   DEC 31, 96                                                          
                                             
P009-04     J.C. POGS                         0    OCT 01, 95                                                          CAM N/A
                                                   DEC 31, 95                                                          
                                             
P010-03     CUTE STUFF                        0    SEP 01, 95                                                          CAM N/A
                                                   DEC 31, 95

P010-03     FLORSHEIM                         0    AUG 03, 92                                                          CAM 03       
                                                   JUN 01, 97                                                          RET 03       
                                             
PN02        CHILDREN'S PLACE                  0    MAR 30, 93                                                          CAM 03       
                                                   DEC 30, 93                                                          RET 03       


<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
K500-01     KIDDIE KONCEPTS, 
                             

K600-02     CENTURY 21 HOME I
                             

K700-01     THE CALENDAR COMP
                             

K800-01     HICKORY FARMS    
                             

K900-01     AUTO PHOTO SYSTEM
                             

P001        VACANT UNIT      
                             

P002-02     RIBBONS & BOWS   
                             

P003-02     LA STYLES, INC.  
                             

P004        VACANT UNIT      
                             

P005-03     KAJUN KREATIONS  
                             

P006-02     MUG SHOTS        
                             

P007-04     SILVER NIGHTS    
                             

P008-03     WHAT'S IN A NAME 
                             

P009-04     J.C. POGS        
                             

P010-03     FLORSHEIM               0
                                    0

PN02        CHILDREN'S PLACE        0
                                    0 
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
MAR 11, 1996  10:34                            PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 12
                                               RENT ROLL FOR 9114 ESPLANADE, THE - 00
                                                          AS OF MAR 11, 96

                                                                                                               CPI
                                                                                                    % RENT     Base    Operating    
Unit                                      Square     Lease     -------Annual Base Rent------      BRKPNT-$     Year    Expense      
Ten #       Tenant                          Feet     Term      Amount      Start         PSF     % (& Cat)     &  %    Type         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                         <C>        <C>         <C>       <C>           <C>       <C>           <C>     <C>          
T001-01     CLANCY DEVELOPMEN                 0    JUN 22, 87                                                          CAM 03      
                                                   DEC 31, 49                                                          RET 03      
                                              
T002-01     PAY TELEPHONE AME                 0    OCT 01, 92                                                          CAM 03      
                                                   SEP 30, 97                                                          RET 03      
                                              
T003-01     3M COMPANY                        0    JAN 01, 93                                                          CAM 03      
                                                   DEC 31, 98                                                          RET 03      
                                              
T418        VACANT UNIT                       0                                                                     
                                              
                                              
T708        VACANT UNIT                       0                                                               
                                              
              TOTAL SQUARE FEET         366,435


<CAPTION>
                                Pro-                               
Unit                            Rata          Base                 
Ten #       Tenant              Share         Amount     Options   
- ----------------------------------------------------------------   
<S>         <C>                <C>                                           
T001-01     CLANCY DEVELOPMEN       0
                                    0      

T002-01     PAY TELEPHONE AME       0      
                                    0      

T003-01     3M COMPANY              0      
                                    0      

T418        VACANT UNIT             0      
                                          
T708        VACANT UNIT             0      
                                          
</TABLE>
** EXPENSE TYPE LEGEND **

01 PRORATA NET OF MAJORS
02 PRORATA +15% NET OF MAJORS
03 FIXED BILLING



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                       Page 1

                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                  COORD:  00:00.00   00:00.00
- -------------------------------------------------------------------------------

DESCRIPTION                                                              TOTALS
- -------------------------------------------------------------------------------

POPULATION
      2001 PROJECTION                                                   172,767
      1996 ESTIMATE                                                     171,682
      1990 CENSUS                                                       168,661
      1980 CENSUS                                                       171,351
      GROWTH 1980 - 1990                                                  -1.57%

HOUSEHOLDS
      2001 PROJECTION                                                    67,578
      1996 ESTIMATE                                                      65,702
      1990 CENSUS                                                        61,S37
      1980 CENSUS                                                        55,855
      GROWTH 1980 - 1990                                                  10.17%

1996 ESTIMATED POPULATION BY RACE                                       171,682
      WHITE                                                               82.25%
      BLACK                                                               14.40%
      ASIAN & PACIFIC ISLANDER                                             1.46%
      OTHER RACES                                                          1.88%

1996 ESTIMATED POPULATION                                               171,682
      HISPANIC ORIGIN                                                      7.59%

OCCUPIED UNITS                                                           61,537
      OWNER OCCUPIED                                                      66.28%
      RENTER OCCUPIED                                                     33.72%
      1990 AVERAGE PERSONS PER HH                                          2.73

1996 EST. HOUSEHOLDS BY INCOME                                           65,702
      $ 150,000  OR MORE                                                   4.03%
      $ 100,000   TO  $  149,999                                           4.25%
      $  75,000   TO  $   99,999                                           7.19%
      $  50,000   TO  $   74,999                                          20.91%
      $  35,000   TO  $   49,999                                          18.81%
      $  25,000   TO  $   34,999                                          14.09%
      $  15,000   TO  $   24,999                                          13.54%
      $   5,000   TO  $   15,000                                          12.51%
        UNDER $    5,000                                                   4.68%

1996 EST. AVERAGE HOUSEHOLD INCOME                                      $50,035
1996  EST. MEDIAN HOUSEHOLD INCOME                                      $39,137
1996  EST. PER CAPITA INCOME                                            $19,291

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                       Page 2

                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                  COORD:  00:00.00   00:00.00
- -------------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -------------------------------------------------------------------------------

1996 ESTIMATED POPULATION BY SEX                                       171,682
    MALE                                                                 47.74%
    FEMALE                                                               52.26%

MARITAL STATUS                                                         131,149
    SINGLE MALE                                                          13.31%
    SINGLE FEMALE                                                        11.89%
    MARRIED                                                              56.43%
    PREVIOUSLY MARRIED MALE                                               5.69%
    PREVIOUSLY MARRIED FEMALE                                            12.69%

HOUSEHOLDS WITH CHILDREN                                                24,661
    MARRIED COUPLE FAMILY                                                74.68%
    OTHER FAMILY-MALE HEAD                                                4.31%
    OTHER FAMILY-FEMALE HEAD                                             20.24%
    NON FAMILY                                                            0.77%

1996 ESTIMATED POPULATION BY AGE                                       171,682
     UNDER 5 YEARS                                                        6.75%
     5 TO 9 YEARS                                                         6.92%
     10 TO 14 YEARS                                                       6.88%
     15 TO 17 YEARS                                                       4.77%
     18 TO 20 YEARS                                                       3.77%
     21 TO 24 YEARS                                                       5.22%
     25 TO 29 YEARS                                                       7.08%
     30 TO 34 YEARS                                                       8.08%
     35 TO 39 YEARS                                                       9.33%
     40 TO 49 YEARS                                                      16.34%
     50 TO 59 YEARS                                                       9.76%
     60 TO 64 YEARS                                                       4.36%
     65 TO 69 YEARS                                                       3.99%
     70 TO 74 YEARS                                                       2.97%
     75 +  YEARS                                                          3.79%

     MEDIAN AGE                                                          35.28
     AVERAGE AGE                                                         35.71

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                       Page 3

                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                  COORD:  00:00.00   00:00.00
- -------------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -------------------------------------------------------------------------------

1996 ESTIMATED FEMALE POP. BY AGE                                      89,728
    UNDER 5 YEARS                                                        6.46%
    5 TO 9 YEARS                                                         6.41%
    10 TO 14 YEARS                                                       6.63%
    15 TO 17 YEARS                                                       4.38%
    18 TO 20 YEARS                                                       3.67%
    21 TO 24 YEARS                                                       5.18%
    25 TO 29 YEARS                                                       7.20%
    30 TO 34 YEARS                                                       8.00%
    35 TO 39 YEARS                                                       9.19%
    40 TO 49 YEARS                                                       6.58%
    50 TO 59 YEARS                                                       9.94%
    60 TO 64 YEARS                                                       4.50%
    65 TO 69 YEARS                                                       4.14%
    70 TO 74 YEARS                                                       3.06%
    75  + YEARS                                                          4.65%
    FEMALE MEDIAN AGE                                                   36.12
    FEMALE AVERAGE AGE                                                  36.69

POPULATION BY HOUSEHOLD TYPE                                          168,661
    FAMILY HOUSEHOLDS                                                   88.27%
    NON-FAMILY HOUSEHOLDS                                               11.19%
    GROUP QUARTERS                                                       0.53%

HOUSEHOLDS BY TYPE                                                     61,537
    SINGLE MALE                                                          9.69%
    SINGLE FEMALE                                                       12.59%
    MARRIED COUPLE                                                      57.81%
    OTHER FAMILY-MALE HEAD                                               3.47%
    OTHER FAMILY-FEMALE HEAD                                            12.62%
    NON FAMILY-MALE HEAD                                                 2.23%
    NON FAMILY-FEMALE HEAD                                               1.58%

POPULATION BY URBAN VS. RURAL                                         168,349
    URBAN                                                               99.98%
    RURAL                                                                0.02%

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                       Page 4

                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                  COORD:  00:00.00   00:00.00
- -------------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -------------------------------------------------------------------------------

FEMALES 16+ WITH CHILDREN 0 17: BASE                                   67,933
    WORKING WITH CHILD 0 - 5                                             5.81%
    NOT WORKING WITH CHILD 0 - 5                                         0.44%
    NOT IN LABOR FORCE WITH CHILD 0 - 5                                  3.07%
    WORKING WITH CHILD 6 - 17                                           12.98%
    NOT WORKING WITH CHILD 6 - 17                                        0.75%
    NOT IN LAD. FORCE WITH CHILD 6 - 17                                  4.65%
    WORKING WITH CHILD 0 - 5 & 6 - 18                                    3.48%
    NOT WORKING WITH CHILD 0-5& 6-18                                     0.35%
    NOT IN LAB. FORCE W/CHILD 0-5 &6-18                                  3.11%
    WORKING WITH NO CHILDREN                                            34.12%
    NOT WORKING WITH NO CHILDREN                                         2.29%
    NOT IN LAB. FORCE WITH NO CHILD.                                    28.95%

HH BY AGE BY POVERTY STATUS                                            61,413
    ABOVE POVERTY UNDER AGE 65                                          75.61%
    ABOVE POVERTY AGE 65 +                                              13.56%
    BELOW POVERTY UNDER AGE 65                                           8.73%
    BELOW POVERTY AGE 65 +                                               2.09%

POPULATION 16+ BY EMPLOYMENT STATUS                                   128,481
    EMPLOYED IN ARMED FORCES                                             0.20%
    EMPLOYED CIVILIANS                                                  64.34%
    UNEMPLOYED CIVILIANS                                                 4.14%
    NOT IN LABOR FORCE                                                  31.31%

POPULATION 16+ BY OCCUPATION                                           82,667
    EXECUTIVE AND MANAGERIAL                                            13.71%
    PROFESSIONAL SPECIALTY                                              14.76%
    TECHNICAL SUPPORT                                                    3.95%
    SALES                                                               16.52%
    ADMINISTRATIVE SUPPORT                                              19.41%
    SERVICE: PRIVATE HOUSEHOLD                                           0.33%
    SERVICE: PROTECTIVE                                                  2.03%
    SERVICE: OTHER                                                       8.94%
    FARMING FORESTRY & FISHING                                           0.80%
    PRECISION PRODUCTION & CRAFT                                        10.28%
    MACHINE OPERATOR                                                     2.61%
    TRANS. AND MATERIAL MOVING                                           3.74%
    LABORERS                                                             2.93%

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                       Page 5

                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                  COORD:  00:00.00   00:00.00
- -------------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -------------------------------------------------------------------------------

FAMILIES BY NUMBER OF WORKERS                                          46,001
    NO WORKERS                                                          10.46%
    ONE WORKER                                                          28.70%
    TWO WORKERS                                                         47.06%
    THREE + WORKERS                                                     13.78%

HISPANIC POPULATION BY TYPE                                           168,661
    NOT HISPANIC                                                        92.80%
    MEXICAN                                                              0.81%
    PUERTO RICAN                                                         0.33%
    CUBAN                                                                0.89%
    OTHER HISPANIC                                                       5.16%

1996 HISPANIC RACE BASE                                                13,030
    WHITE                                                               72.25%
    BLACK                                                                2.15%
    ASIAN                                                                0.78%
    OTHER                                                               24.82%

POPULATION BY TRANSPORTATION TO WORK                                   81,688
    DRIVE ALONE                                                         80.65%
    CAR POOL                                                            12.90%
    PUBLIC TRANSPORTATION                                                1.84%
    DRIVE MOTORCYCLE                                                     0.13%
    WALKED ONLY                                                          1.62%
    OTHER MEANS                                                          0.94%
    WORKED AT HOME                                                       1.92%

POPULATION BY TRAVEL TIME TO WORK                                      81,688
    UNDER 10 MINUTES/ WORK AT HOME                                      11.54%
    10 TO 29 MINUTES                                                    52.46%
    30 TO 59 MINUTES                                                    31.58%
    60 TO 89 MINUTES                                                     2.73%
    90+ MINUTES                                                          1.69%
    AVERAGE TRAVEL TIME IN MINUTES                                      23.55

HOUSEHOLDS BY NO. OF VEHICLES                                          61,447
    NO VEHICLES                                                          6.46%
    1 VEHICLE                                                           34.74%
    2 VEHICLES                                                          43.39%
    3+ VEHICLES                                                         15.41%
    ESTIMATED TOTAL VEHICLES                                          104,976


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                       Page 6

                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                  COORD:  00:00.00   00:00.00
- -------------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -------------------------------------------------------------------------------

POPULATION 25+ BY EDUCATION LEVEL                                     107,074
    ELEMENTARY (0-8)                                                     7.79%
    SOME HIGH SCHOOL (9-11)                                             12.08%
    HIGH SCHOOL GRADUATE (12)                                           31.04%
    SOME COLLEGE (13-15)                                                22.00%
    ASSOCIATES DEGREE ONLY                                               4.71%
    BACHELORS DEGREE ONLY                                               15.35%
    GRADUATE DEGREE                                                      7.02%

POPULATION ENROLLED IN SCHOOL                                          45,257
    PUBLIC PRE- PRIMARY                                                  2.86%
    PRIVATE PRE- PRIMARY                                                 6.68%
    PUBLIC ELEM/HIGH                                                    39.15%
    PRIVATE ELEM/HIGH                                                  27.18%
    ENROLLED IN COLLEGE  24.12%

HOUSING UNITS BY OCCUPANCY STATUS                                      66,596
    OCCUPIED                                                            92.40%
    VACANT                                                               7.60%

VACANT UNITS                                                            5,058
    FOR RENT                                                            52.92%
    FOR SALE                                                            14.39%
    SEASONAL-                                                            3.19%
    OTHER                                                               29.50%

OWNER OCCUPIED PROPERTY VALUES                                         36,652
    UNDER $25,000                                                        1.11%
    $25,000 TO $49,999                                                   8.81%
    $50,000 TO $74,999                                                  35.48%
    $75,000 TO $99,999                                                  29.69%
    $100,000 TO $149,999                                                15.94%
    $150,000 TO $199,999                                                 5.00%
    $200,000 TO $299,999                                                 2.86%
    $300,000 TO $399,999                                                 .67%
    $400,000 TO $499,999                                                 0.19%
    $500,000 +                                                           0.23%
MEDIAN PROPERTY VALUE                                                 $85,536
TOTAL RENTAL UNITS                                                     19,968

MEDIAN RENT                                                              $358

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                       Page 7

                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                  COORD:  00:00.00   00:00.00
- -------------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -------------------------------------------------------------------------------

PERSONS IN UNIT                                                       61,537
    1 PERSON UNITS                                                     22.28%
    2 PERSON UNITS                                                     29.52%
    3 PERSON UNITS                                                     19.32%
    4 PERSON UNITS                                                     17.35%
    5 PERSON UNITS                                                      7.59%
    6 PERSON UNITS                                                      2.50%
    7 + UNITS                                                           1.44%

YEAR ROUND UNITS IN STRUCTURE                                         66,596
    SINGLE UNITS DETACHED                                              65.21%
    SINGLE UNITS ATTACHED                                               3.62%
    DOUBLE UNITS                                                        2.94%
    3 TO 9 UNITS                                                       11.50%
    10 TO 19 UNITS                                                      3.79%
    20 TO 49 UNITS                                                      6.12%
    50 + UNITS                                                          4.20%
    MOBILE HOME OR TRAILER                                              1.80%
    ALL OTHER                                                           0.82%

SINGLE/MULTIPLE UNIT RATIO                                              2.41

HOUSING UNITS BY YEAR BUILT                                           61,447
    BUILT 1989 TO MARCH 1990                                            0.62%
    BUILT 1985 TO 1988                                                  4.51%
    BUILT 1980 TO 1984                                                 12.50%
    BUILT 1970 TO 1979                                                 34.19%
    BUILT 1960 TO 1969                                                 27.03%
    BUILT 1950 TO 1959                                                 17.12%
    BUILT 1940 TO 1949                                                  2.88%
    BUILT 1939 OR EARLIER                                               1.16%

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 1
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                 COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POPULATION
         2001 PROJECTION                                         343,228
         1996 ESTIMATE                                           341,258
         1990 CENSUS                                             334,534
         1980 CENSUS                                             330,654
         GROWTH 1980 - 1990                                         1.17%

HOUSEHOLDS
         2001 PROJECTION                                         142,218
         1996 ESTIMATE                                           138,677
         1990 CENSUS                                             130,534
         1980 CENSUS                                             118,852
         GROWTH 1980 - 1990                                         9.83%

1996 ESTIMATED POPULATION BY RACE                                341,258
         WHITE                                                     84.89%
         BLACK                                                     12.15%
         ASIAN & PACIFIC ISLANDER                                   1.33%
         OTHER RACES                                                1.63%

1996 ESTIMATED POPULATION                                        341,258
         HISPANIC ORIGIN                                            6.60%

OCCUPIED UNITS                                                   130,534
         OWNER OCCUPIED                                            63.90%
         RENTER OCCUPIED                                           36.10%
         1990 AVERAGE PERSONS PER HH                                2.55

1996 EST. HOUSEHOLDS BY INCOME                                   138,677
         $150,000 OR MORE                                           4.38%
         $100,000 TO $149,999                                       4.72%
         $ 75,000 TO $ 99,999                                       7.07%
         $ 50,000 TO $ 74,999                                      20.06%
         $ 35,000 TO $ 49,999                                      18.18%
         $ 25,000 TO $ 34,999                                      13.53%
         $ 15,000 TO $ 24,999                                      14.01%
         $  5,000 TO $ 15,000                                      13.31%
         UNDER $ 5,000                                              4.74%

1996 EST. AVERAGE HOUSEHOLD INCOME                               $50,509
1996  EST. MEDIAN HOUSEHOLD INCOME                               $38,636
1996  EST. PER CAPITA INCOME                                     $20,642


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 2
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                 COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

1996 ESTIMATED POPULATION BY SEX                                 341,258
         MALE                                                      47.54%
         FEMALE                                                    52.46%

MARITAL STATUS                                                   264,535
         SINGLE MALE                                               13.21%
         SINGLE FEMALE                                             11.97%
         MARRIED                                                   55.28%
         PREVIOUSLY MARRIED MALE                                    5.95%
         PREVIOUSLY MARRIED FEMALE                                 13.59%

HOUSEHOLDS WITH CHILDREN                                          45,812
         MARRIED COUPLE FAMILY                                     74.95%
         OTHER FAMILY-MALE HEAD                                     4.33%
         OTHER FAMILY-FEMALE HEAD                                  19.88%
         NON FAMILY                                                 0.84%

1996 ESTIMATED POPULATION BY AGE                                 341,258
         UNDER 5 YEARS                                              6.73%
         5 TO 9 YEARS                                               6.75%
         10 TO  14   YEARS                                          6.40%
         15 TO  17   YEARS                                          4.21%
         18 TO  20   YEARS                                          3.35%
         21 TO  24   YEARS                                          4.95%
         25 TO  29   YEARS                                          7.48%
         30 TO  34   YEARS                                          8.54%
         35 TO  39   YEARS                                          9.31%
         40 TO  49   YEARS                                         15.52%
         50 TO  59   YEARS                                          9.09%
         60 TO  64   YEARS                                          4.30%
         65 TO  69   YEARS                                          4.37%
         70 TO  74   YEARS                                          3.62%
         75 + YEARS                                                 5.38%

         MEDIAN AGE                                                35.86
         AVERAGE AGE                                               36.93


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 3
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                 COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

1996 ESTIMATED FEMALE POP. BY AGE                                179,025
         UNDER 5 YEARS                                              6.37%
         5 TO 9 YEARS                                               6.25%
         10 TO 14 YEARS                                             6.12%
         15   TO  17  YEARS                                         3.84%
         18   TO  20  YEARS                                         3.26%
         21   TO  24  YEARS                                         4.99%
         25   TO  29  YEARS                                         7.54%
         30   TO  34  YEARS                                         8.32%
         35   TO  39  YEARS                                         9.00%
         40   TO  49  YEARS                                        15.51%
         50   TO  59  YEARS                                         9.22%
         60   TO  64  YEARS                                         4.48%
         65   TO  69  YEARS                                         4.63%
         70   TO  74  YEARS                                         3.89%
         75   + YEARS                                               6.60%
         FEMALE MEDIAN AGE                                         36.85
         FEMALE AVERAGE AGE                                        38.18

POPULATION BY HOUSEHOLD TYPE                                     334,534
         FAMILY HOUSEHOLDS                                         85.39%
         NON-FAMILY HOUSEHOLD                                      14.11%
         GROUP QUARTERS                                             0.50%

HOUSEHOLDS BY TYPE                                               130,534
         SINGLE MALE                                               11.30%
         SINGLE FEMALE                                             15.79%
         MARRIED COUPLE                                            53.89%
         OTHER FAMILY-MALE HEAD                                     3.20%
         OTHER FAMILY-FEMALE HEAD                                  11.68%
         NON FAMILY-MALE HEAD                                       2.37%
         NON FAMILY-FEMALE HEAD                                     1.77%

POPULATION BY URBAN VS. RURAL                                    334,577
         URBAN                                                     99.66%
         RURAL                                                      0.34%


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 4
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                 COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

FEMALES 16+ WITH CHILDREN 0 - 17: BASE                          138,803
         WORKING WITH CHILD 0 - 5                                  5.50%
         NOT WORKING WITH CHILD 0  - 5                             0.39%
         NOT IN LABOR FORCE WITH CHILD 0 - 5                       3.08%
         WORKING WITH CHILD 6 - 17                                11.15%
         NOT WORKING WITH CHILD 6 - 17                             0.63%
         NOT IN LAB. FORCE WITH CHILD 6 - 17                       4.37%
         WORKING WITH CHILD 0 - 5 & 6 - 18                         3.33%
         NOT WORKING WITH CHILD 0-5 & 6-18                         0.31%
         NOT IN LAB. FORCE W/CHILD 0-5 &6-18                       2.83%
         WORKING WITH NO CHILDREN                                 33.80%
         NOT WORKING WITH NO CHILDREN                              2.02%
         NOT IN LAB. FORCE WITH NO CHILD.                         32.60%

HH BY AGE BY POVERTY STATUS                                     130,550
         ABOVE POVERTY UNDER AGE 65                               71.68%
         ABOVE POVERTY AGE 65 +                                   17.46%
         BELOW POVERTY UNDER AGE 65                                8.17%
         BELOW POVERTY AGE 65 +                                    2.69%

POPULATION 16+ BY EMPLOYMENT STATUS                             259,894
         EMPLOYED IN ARMED FORCES                                  0.16%
         EMPLOYED CIVILIANS                                       62.45%
         UNEMPLOYED CIVILIANS                                      3.74%
         NOT IN LABOR FORCE                                       33.65%

POPULATION 16+ BY OCCUPATION                                    162,312
         EXECUTIVE AND MANAGERIAL                                 14.32%
         PROFESSIONAL SPECIALTY                                   16.30%
         TECHNICAL SUPPORT                                         4.00%
         SALES                                                    15.99%
         ADMINISTRATIVE SUPPORT                                   18.98%
         SERVICE: PRIVATE HOUSEHOLD                                0.30%
         SERVICE: PROTECTIVE                                       1.93%
         SERVICE: OTHER                                            8.53%
         FARMING FORESTRY & FISHING                                0.75%
         PRECISION PRODUCTION & CRAFT                              9.85%
         MACHINE OPERATOR                                          2.68%
         TRANS. AND MATERIAL MOVING                                3.61%
         LABORERS                                                  2.76%


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 5
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                 COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

FAMILIES BY NUMBER OF WORKERS                                    90,589
         NO WORKERS                                               11.96%
         ONE WORKER                                               30.08%
         TWO WORKERS                                              45.62%
         THREE + WORKERS                                          12.34%

HISPANIC POPULATION BY TYPE                                     334,534
         NOT HISPANIC                                             93.94%
         MEXICAN                                                   0.71%
         PUERTO RICAN                                              0.30%
         CUBAN                                                     0.74%
         OTHER HISPANIC                                            4.31%

1996 HISPANIC RACE BASE                                          22,512
         WHITE                                                    72.65%
         BLACK                                                     1.86%
         ASIAN                                                     0.79%
         OTHER                                                    24.71%

POPULATION BY TRANSPORTATION TO WORK                            160,459
         DRIVE ALONE                                              80.23%
         CAR POOL                                                 12.72%
         PUBLIC TRANSPORTATION                                     2.08%
DRIVE MOTORCYCLE                                                   0.16%
         WALKED ONLY                                               1.81%
         OTHER MEANS                                               1.11%
         WORKED AT HOME                                            1.88%

POPULATION BY TRAVEL TIME TO WORK                               160,459
         UNDER 10 MINUTES / WORK AT HOME                          12.90%
         10 TO 29 MINUTES                                         55.82%
         30 TO 59 MINUTES                                         27.20%
         60 TO 89 MINUTES                                          2.69%
         90 + MINUTES                                              1.39%
         AVERAGE TRAVEL TIME IN MINUTES                           22.22

HOUSEHOLDS BY NO. OF VEHICLES                                   130,397
         NO VEHICLES                                               7.99%
         1 VEHICLE                                                37.81%
         2 VEHICLES                                               40.70%
         3+ VEHICLES                                              13.50%
         ESTIMATED TOTAL VEHICLES                               211,764


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 6
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                 COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POPULATION 25+ BY EDUCATION LEVEL                                220,466
         ELEMENTARY (0-8)                                           7.95%
         SOME HIGH SCHOOL (9-11)                                   11.33%
         HIGH SCHOOL GRADUATE (12)                                 30.71%
         SOME COLLEGE (13-15)                                      21.69%
         ASSOCIATES DEGREE ONLY                                     4.54%
         BACHELORS DEGREE ONLY                                     15.70%
         GRADUATE DEGREE                                            8.08%

POPULATION ENROLLED IN SCHOOL                                     85,320
         PUBLIC PRE- PRIMARY                                        2.69%
         PRIVATE PRE- PRIMARY                                       6.55%
         PUBLIC ELEM/HIGH                                          36.67%
         PRIVATE ELEM/HIGH                                         27.68%
         ENROLLED IN COLLEGE                                       26.41%

HOUSING UNITS BY OCCUPANCY STATUS                                141,960
         OCCUPIED                                                  91.95%
         VACANT                                                     8.05%

VACANT UNITS                                                      11,426
         FOR RENT                                                  51.58%
         FOR SALE ONLY                                             15.45%
         SEASONAL                                                   4.23%
         OTHER                                                     28.74%

OWNER OCCUPIED PROPERTY VALUES                                    73,216
         UNDER $25,000                                              1.24%
         $25,000 TO $49,999                                         8.40%
         $50,000 TO $74,999                                        32.41%
         $75,000 TO $99,999                                        28.70%
         $100,000    TO  $149,999                                  17.40%
         $150,000    TO  $199,999                                   5.99%
         $200,000    TO  $299,999                                   3.75%
         $300,000    TO  $399,999                                   1.23%
         $400,000    TO  $499,999                                   0.41%
         $500,000    +                                              0.47%
MEDIAN PROPERTY VALUE                                            $91,825
TOTAL RENTAL UNITS                                                45,055

MEDIAN RENT                                                         $358


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 7
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                 COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

PERSONS IN UNIT                                                  130,534
         1  PERSON  UNITS                                          27.09%
         2  PERSON  UNITS                                          30.59%
         3  PERSON  UNITS                                          17.51%
         4  PERSON  UNITS                                          15.03%
         5  PERSON  UNITS                                           6.51%
         6  PERSON  UNITS                                           2.11%
         7  + UNITS                                                 1.16%

YEAR ROUND UNITS IN STRUCTURE                                    141,960
         SINGLE UNITS DETACHED                                     61.26%
         SINGLE UNITS ATTACHED                                      4.82%
         DOUBLE UNITS                                               5.33%
         3 TO 9 UNITS                                               9.74%
         10 TO 19 UNITS                                             4.14%
         20 TO 49 UNITS                                             6.06%
         50 + UNITS                                                 5.56%
         MOBILE HOME OR TRAILER                                     2.02%
         ALL OTHER                                                  1.08%

SINGLE/MULTIPLE UNIT RATIO                                          2.14

HOUSING UNITS BY YEAR BUILT                                      130,397
         BUILT  1989   TO   MARCH 1990                              0.57%
         BUILT  1985   TO   1988                                    5.11%
         BUILT  1980   TO   1984                                   12.06%
         BUILT  1970   TO   1979                                   28.45%
         BUILT  1960   TO   1969                                   24.16%
         BUILT  1950   TO   1959                                   17.83%
         BUILT  1940   TO   1949                                    7.66%
         BUILT  1939   OR   EARLIER                                 4.16%


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 23, 1996              CUSTOM SUMMARY REPORT                      Page 1
                        (POP 80-01, HH 80-01, INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
PRIMARY TRADE AREA                                   COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POP_80: TOTAL                                                    171,351
POP_90: TOTAL                                                    168,661
POP_96: TOTAL (EST.)                                             171,682
POP_01: TOTAL (PROJ.)                                            172,767
HH_80: TOTAL                                                      55,855
HH_90: TOTAL                                                      61,537
HH_96: TOTAL  (EST.)                                              65,702
HH_01: TOTAL  (PROJ.)                                             67,578
INC_80: PER CAPITA (EST.)                                         $8,130
INC_90: PER CAPITA                                               $13,984
INC_96: PER CAPITA (EST.)                                        $19,291
INC_01: PER CAPITA (PROJ.)                                       $25,368
HH_80_BY  INCOME_79: MEDIAN                                      $21,660
HH_90_BY  INCOME_89: MEDIAN                                      $31,649
HH_96_BY  INCOME: MEDIAN (EST.)                                  $39,137
HH_00_BY  INCOME: MEDIAN                                         $47,627
HH_80_BY  INCOME _79: AVERAGE                                    $24,941
HH_90_BY  INCOME _89: AVERAGE                                    $38,188
HH_96_BY  INCOME  AVERAGE (EST.)                                 $50,035
HH_01_BY  INCOME: AVERAGE                                        $64,307


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Wed May 23, 1996              CUSTOM SUMMARY REPORT                      Page 1
                        (POP 80-01, HH 80-01, INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
SECONDARY TRADE AREA                                  COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POP_80: TOTAL                                                    159,303
POP_90: TOTAL                                                    165,873
POP_96: TOTAL (EST.)                                             169,576
POP_01: TOTAL (PROJ.)                                            170,461
HH_80: TOTAL                                                      62,997
HH_90: TOTAL                                                      68,997
HH_96: TOTAL (EST.)                                               72,975
HH_01: TOTAL  (PROJ.)                                             74,639
INC_80: PER CAPITA (EST.)                                         $9,370
INC_90: PER CAPITA                                               $16,200
INC_96: PER CAPITA (EST.)                                        $22,010
INC_01: PER CAPITA (PROJ.)                                       $28,861
HH_80_BY  INCOME_79: MEDIAN                                      $19,559
HH_90_BY  INCOME_89: MEDIAN                                      $30,246
HH_96_BY  INCOME. MEDIAN (EST.)                                  $38,154
HH_00_BY  INCOME: MEDIAN                                         $47,181
HH_80_BY  INCOME_79: AVERAGE                                     $23,694
HH_90_BY  INCOME_89: AVERAGE                                     $38,912
HH_96_BY  INCOME: AVERAGE (EST.)                                 $50,936
HA_01_BY  INCOME: AVERAGE                                        $65,632


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 23, 1996              CUSTOM SUMMARY REPORT                      Page 1
                        (POP 80-01, HH 80-01, INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
THE ESPLANADE
EFFECTIVE TRADE AREA                                  COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POP_ 80: TOTAL                                                   330,654
POP_90: TOTAL                                                    334,534
POP_96: TOTAL  (EST.)                                            341,258
POP_01: TOTAL  (PROJ.)                                           343,228
HH_80: TOTAL                                                     118,852
HH_90: TOTAL                                                     130,534
HH_96: TOTAL   (EST.)                                            138,677
HH_01: TOTAL   (PROJ.)                                           142,218
INC_80: PER CAPITA  (EST.)                                        $8,727
INC_90: PER CAPITA                                               $15,083
INC_96: PER CAPITA  (EST.)                                       $20,642
INC_01: PER CAPITA  (PROJ.)                                      $27,103
HH_80_BY  INCOME_79: MEDIAN                                      $20,597
HH_90_BY  INCOME_89: MEDIAN                                      $30,945
HH_96_BY  INCOME. MEDIAN (EST.)                                  $38,636
HH_00_BY  INCOME: MEDIAN                                         $47,400
HH_80_BY  INCOME_79: AVERAGE                                     $24,280
HH_90_BY  INCOME_89: AVERAGE                                     $38,572
HH_96_BY  INCOME AVERAGE (EST.)                                  $50,509
HH_01_BY  INCOME: AVERAGE                                        $65,002


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 30, 1996              CUSTOM SUMMARY REPORT                      Page 1
                        (POP 80-01, HH 80-01, INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD, INC.
NEW ORLEANS METROPOLITAN AREA                         COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POP_80: TOTAL                                                    1,303,800
POP_90: TOTAL                                                    1,285,270
POP_96: TOTAL (EST.)                                             1,310,241
POP_01: TOTAL (PROJ.)                                            1,324,271
HH_80: TOTAL                                                       452,994
HH_90: TOTAL                                                       469,823
HH_96: TOTAL (EST.)                                                491,037
HH_01: TOTAL (PROJ.)                                               499,325
INC_80: PER CAPITA (EST.)                                           $6,963
INC_90: PER CAPITA                                                 $12,005
INC_96: PER CAPITA (EST.)                                          $16,990
INC_01: PER CAPITA (PROJ.)                                         $22,401
HH_80_BY INCOME_79: MEDIAN                                         $16,295
HH_90_BY INCOME_89: MEDIAN                                         $24,495
HH_96_BY INCOME MEDIAN (EST.)                                      $31,819
HH_00_BY INCOME: MEDIAN                                            $40,477
HH_80_BY INCOME_79: AVERAGE                                        $19,829
HH_90_BY INCOME_89: AVERAGE                                        $32,455
HH_96_BY INCOME AVERAGE (EST.)                                     $44,419
HH_01_BY INCOME: AVERAGE                                           $58,403


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 23, 1996              CUSTOM SUMMARY REPORT                      Page 1
                        (POP 80-01, HH 80-01, INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POP_80: TOTAL                                                    4,205,901
POP_90: TOTAL                                                    4,219,973
POP_96: TOTAL (EST.)                                             4,334,057
POP_01: TOTAL (PROJ.)                                            4,398,029
HH_80: TOTAL                                                     1,411,788
HH_90: TOTAL                                                     1,499,269
HH_96: TOTAL (EST.)                                              1,578,212
HH_0l: TOTAL (PROJ.)                                             1,604,285
INC_80: PER CAPITA (EST.)                                           $6,430
INC_90: PER CAPITA                                                 $10,635
INC_96: PER CAPITA (EST.)                                          $14,653
INC_0l: PER CAPITA (PROJ.)                                         $18,898
HH_80_BY  INCOME_79: MEDIAN                                        $15,275
HH_90_BY  INCOME_89: MEDIAN                                        $22,287
HH_96_BY  INCOME: MEDIAN (EST.)                                    $27,716
HH_00_BY  INCOME: MEDIAN                                           $33,874
HH_80_BY  INCOME_79: AVERAGE                                       $18,925
HH_90_BY  INCOME_89: AVERAGE                                       $29,512
HH_96_BY  INCOME: AVERAGE (EST.)                                   $39,259
HH_01_BY  INCOME: AVERAGE                                          $50,591


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 1
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POPULATION
         2001 PROJECTION                                         4,398,029
         1996 ESTIMATE                                           4,334,057
         1990 CENSUS                                             4,219,973
         1980 CENSUS                                             4,205,901
         GROWTH 1980 - 1990                                           0.33%

HOUSEHOLDS
         2001 PROJECTION                                         1,604,285
         1996 ESTIMATE                                           1,578,212
         1990 CENSUS                                             1,499,269
         1980 CENSUS                                             1,411,788
         GROWTH 1980  - 1990                                          6.20%

1996 ESTIMATED POPULATION BY RACE                                4,334,057
         WHITE                                                       66.91%
         BLACK                                                       31.31%
         ASIAN & PACIFIC ISLANDER                                     0.92%
         OTHER RACES                                                  0.86%

1996 ESTIMATED POPULATION                                        4,334,057
         HISPANIC ORIGIN                                              2.30%

OCCUPIED UNITS                                                   1,499,269
         OWNER OCCUPIED                                              65.89%
         RENTER OCCUPIED                                             34.11%
         1990 AVERAGE PERSONS PER HH                                  2.74

1996 EST. HOUSEHOLDS BY INCOME                                   1,578,212
         $150,000  OR MORE                                            2.80%
         $100,000  TO   $149,999                                      3.06%
         $ 75,000  TO   $ 99,999                                      4.55%
         $ 50,000  TO   $ 74,999                                     14.81%
         $ 35,000  TO   $ 49,999                                     15.23%
         $ 25,000  TO   $ 34,999                                     13.09%
         $ 15,000  TO   $ 24,999                                     15.96%
         $  5,000  TO   $ 15,000                                     20.31%
           UNDER $5,000                                              10.18%

1996   EST. AVERAGE HOUSEHOLD INCOME                               $39,259
1996   EST. MEDIAN HOUSEHOLD INCOME                                $27,716
1996   EST. PER CAPITA INCOME                                      $14,653


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 2
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

1996 ESTIMATED POPULATION BY SEX                                 4,334,057
         MALE                                                        48.17%
         FEMALE                                                      51.83%

MARITAL STATUS                                                   3,184,503
         SINGLE MALE                                                 14.58%
         SINGLE FEMALE                                               12.85%
         MARRIED                                                     52.95%
         PREVIOUSLY MARRIED MALE                                      6.06%
         PREVIOUSLY MARRIED FEMALE                                   13.56%

HOUSEHOLDS WITH CHILDREN                                           630,021
         MARRIED COUPLE FAMILY                                       68.09%
         OTHER FAMILY-MALE HEAD                                       4.65%
         OTHER FAMILY-FEMALE HEAD                                    26.41%
         NON FAMILY                                                   0.85%

1996 ESTIMATED POPULATION BY AGE                                 4,334,057
         UNDER 5 YEARS                                                7.68%
         5 TO 9 YEARS                                                 8.03%
         10 TO  14  YEARS                                             8.13%
         15 TO  17  YEARS                                             5.10%
         18 TO  20  YEARS                                             4.46%
         21 TO  24  YEARS                                             5.435
         25 TO  29  YEARS                                             7.03%
         30 TO  34  YEARS                                             8.12%
         35 TO  39  YEARS                                             8.70%
         40 TO  49  YEARS                                            13.48%
         50 TO  59  YEARS                                             9.05%
         60 TO  64  YEARS                                             3.51%
         65 TO  69  YEARS                                             3.36%
         70 TO  74  YEARS                                             3.04%
         75 + YEARS                                                   4.88%

         MEDIAN AGE                                                  32.55
         AVERAGE AGE                                                 34.31


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 3
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

1996 ESTIMATED FEMALE POP. BY AGE                                2,246,378
         UNDER 5 YEARS                                                7.41%
         5 TO 9 YEARS                                                 7.63%
         10   TO  14   YEARS                                          7.80%
         15   TO  17   YEARS                                          4.69%
         18   TO  20   YEARS                                          4.38%
         21   TO  24   YEARS                                          5.40%
         25   TO  29   YEARS                                          7.01%
         30   TO  34   YEARS                                          8.04%
         35   TO  39   YEARS                                          8.53%
         40   TO  49   YEARS                                         13.47%
         50   TO  59   YEARS                                          9.12%
         60   TO  64   YEARS                                          3.69%
         65   TO  69   YEARS                                          3.59%
         70   TO  74   YEARS                                          3.29%
         75   + YEARS                                                 5.95%
         FEMALE MEDIAN AGE                                           33.54
         FEMALE AVERAGE AGE                                          35.45

POPULATION BY HOUSEHOLD TYPE                                     4,219,973
         FAMILY HOUSEHOLDS                                           86.01%
         NON-FAMILY HOUSEHOLDS                                       11.33%
         GROUP QUARTERS                                               2.67%

HOUSEHOLDS BY TYPE                                               1,499,269
         SINGLE MALE                                                 10.01%
         SINGLE FEMALE                                               13.73%
         MARRIED COUPLE                                              53.58%
         OTHER FAMILY-MALE HEAD                                       3.50%
         OTHER FAMILY-FEMALE HEAD                                    15.62%
         NON FAMILY-MALE HEAD                                         2.20%
         NON FAMILY-FEMALE HEAD                                       1.35%

POPULATION BY URBAN VS. RURAL                                    4,219,973
         URBAN                                                       68.06%
         RURAL                                                       31.94%


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 4
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

FEMALES 16+ WITH CHILDREN 0 - 17: BASE                           1,650,399
         WORKING WITH CHILD 0 - 5                                     4.41%
         NOT WORKING WITH CHILD 0 - 5                                 0.76%
         NOT IN LABOR FORCE WITH CHILD 0 - 5                          3.79%
         WORKING WITH CHILD 6 - 17                                   11.51%
         NOT WORKING WITH CHILD 6 - 17                                1.17%
         NOT IN LAB. FORCE WITH CHILD 6 - 17                          6.26%
         WORKING WITH CHILD 0 - 5 & 6 - 18                            3.89%
         NOT WORKING WITH CHILD 0-5 & 6-18                            0.66%
         NOT IN LAB.  FORCE W/CHILD 0-5 &6-18                         3.72%
         WORKING WITH NO CHILDREN                                    25.19%
         NOT WORKING WITH NO CHILDREN                                 2.59%
         NOT IN LAB. FORCE WITH NO CHILD.                            36.03%

HH BY AGE BY POVERTY STATUS                                      1,498,371
         ABOVE POVERTY UNDER AGE 65                                  62.26%
         ABOVE POVERTY AGE 65 +                                      14.97%
         BELOW POVERTY UNDER AGE 65                                  16.98%
         BELOW POVERTY AGE 65 +                                       5.80%

POPULATION 16+ BY EMPLOYMENT STATUS                              3,119,293
         EMPLOYED IN ARMED FORCES                                     1.05%
         EMPLOYED CIVILIANS                                          52.63%
         UNEMPLOYED CIVILIANS                                         5.62%
         NOT IN LABOR FORCE                                          40.70%

POPULATION 16+ BY OCCUPATION                                     1,641,614
         EXECUTIVE AND MANAGERIAL                                    10.38%
         PROFESSIONAL SPECIALTY                                      14.05%
         TECHNICAL SUPPORT                                            3.65%
         SALES                                                       12.35%
         ADMINISTRATIVE SUPPORT                                      15.48%
         SERVICE: PRIVATE HOUSEHOLD                                   0.76%
         SERVICE: PROTECTIVE                                          2.08%
         SERVICE: OTHER                                              11.40%
         FARMING FORESTRY & FISHING                                   2.45%
         PRECISION PRODUCTION & CRAFT                                12.54%
         MACHINE OPERATOR                                             5.28%
         TRANS. AND MATERIAL MOVING                                   5.52%
         LABORERS                                                     4.04%


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 5
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

FAMILIES BY NUMBER OF WORKERS                                     1,098,374
         NO WORKERS                                                   16.25%
         ONE WORKER                                                   33.96%
         TWO WORKERS                                                  40.12%
         THREE + WORKERS                                               9.67%

HISPANIC POPULATION BY TYPE                                       4,219,973
         NOT HISPANIC                                                 97.80%
         MEXICAN                                                       0.56%
         PUERTO RICAN                                                  0.15%
         CUBAN                                                         0.20%
         OTHER HISPANIC                                                1.30%

1996 HISPANIC RACE BASE                                              99,734
         WHITE                                                        64.87%
         BLACK                                                         8.65%
         ASIAN                                                         2.03%
         OTHER                                                        24.45%

POPULATION BY TRANSPORTATION TO WORK                              1,645,690
         DRIVE ALONE                                                  75.31%
         CAR POOL                                                     15.03%
         PUBLIC TRANSPORTATION                                         2.99%
         DRIVE MOTORCYCLE                                              0.16%
         WALKED ONLY                                                   2.93%
         OTHER MEANS                                                   1.68%
         WORKED AT HOME                                                1.90%

POPULATION BY TRAVEL  TIME TO WORK                                1,645,690
         UNDER 10 MINUTES / WORK AT HOME                              17.88%
         10 TO 29 MINUTES                                             53.53%
         30 TO 59 MINUTES                                             22.38%
         60 TO 89 MINUTES                                              3.66%
         90+ MINUTES                                                   2.55%
         AVERAGE TRAVEL TIME IN MINUTES                               21.86

HOUSEHOLDS BY NO. OF VEHICLES                                     1,499,269
         NO VEHICLES                                                  13.91%
         1 VEHICLE                                                    36.15%
         2 VEHICLES                                                   36.94%
         3+ VEHICLES                                                  13.00%
         ESTIMATED TOTAL VEHICLES                                 2,273,396


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 6
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

POPULATION 25+ BY EDUCATION LEVEL                                2,536,994
         ELEMENTARY (0-8)                                            14.70%
         SOME HIGH SCHOOL (9-11)                                     16.99%
         HIGH SCHOOL GRADUATE (12)                                   31.66%
         SOME COLLEGE (13-15)                                        17.25%
         ASSOCIATES DEGREE ONLY                                       3.27%
         BACHELORS DEGREE ONLY                                       10.53%
         GRADUATE DEGREE                                              5.60%

POPULATION ENROLLED IN SCHOOL                                    1,185,759
         PUBLIC PRE- PRIMARY                                          3.83%
         PRIVATE PRE- PRIMARY                                         2.92%
         PUBLIC ELEM/HIGH                                            60.69%
         PRIVATE ELEM/HIGH                                           10.36%
         ENROLLED IN COLLEGE                                         22.20%

HOUSING UNITS BY OCCUPANCY STATUS                                1,716,241
         OCCUPIED                                                    87.36%
         VACANT                                                      12.64%

VACANT UNITS                                                       216,972
         FOR RENT                                                    33.53%
         FOR SALE  ONLY                                              12.49%
         SEASONAL                                                    13.98%
         OTHER                                                       40.01%

OWNER OCCUPIED PROPERTY VALUES                                     733,914
         UNDER $25,000                                               12.29%
         $25,000 TO $49,999                                          27.11%
         $50,000 TO $74,999                                          30.29%
         $75,000 TO $99,999                                          16.64%
         $100,000 TO $149,999                                         8.58%
         $150,000 TO $199,999                                         2.70%
         $200,000 TO $299,999                                         1.56%
         $300,000 TO $399,999                                         0.47%
         $400,000 TO $499,999                                         0.16%
         $500,000 +                                                   0.21%
MEDIAN PROPERTY VALUE                                              $58,500
TOTAL RENTAL UNITS                                                 452,077

MEDIAN RENT                                                           $260


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                      Page 7
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
LOUISIANA                                             COORD:   00:00.00 00:00.00
- -------------------------------------------------------------------------------
DESCRIPTION                                                      TOTALS
- -------------------------------------------------------------------------------

PERSONS IN UNIT                                                  1,499,269
         1  PERSON  UNITS                                            23.75%
         2  PERSON  UNITS                                            28.88%
         3  PERSON  UNITS                                            18.42%
         4  PERSON  UNITS                                            16.19%
         5  PERSON  UNITS                                             7.79%
         6  PERSON  UNITS                                             2.93%
         7  +  UNITS                                                  2.04%

YEAR ROUND UNITS IN STRUCTURE                                    1,716,241
         SINGLE UNITS DETACHED                                       63.16%
         SINGLE UNITS ATTACHED                                        4.60%
         DOUBLE UNITS                                                 4.14%
         3 TO 9 UNITS                                                 8.15%
         10 TO 19 UNITS                                               2.93%
         20 TO 49 UNITS                                               2.00%
         50 + UNITS                                                   2.35%
         MOBILE HOME OR TRAILER                                      11.43%
         ALL OTHER                                                    1.24%

SINGLE/MULTIPLE UNIT RATIO                                            3.46

HOUSING UNITS BY YEAR BUILT                                      1,499,269
         BUILT   1989  TO  MARCH 1990                                 0.95%
         BUILT   1985  TO  1988                                       6.78%
         BUILT   1980  TO  1984                                      14.34%
         BUILT   1970  TO  1979                                      25.43%
         BUILT   1960  TO  1969                                      18.48%
         BUILT   1950  TO  1959                                      15.31%
         BUILT   1940  TO  1949                                       8.70%
         BUILT   1939  OR  EARLIER                                   10.02%


                                                                          
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                            THE ESPLANDE (KENNER, LA)
                            PROJECT DESIGNATOR: 6063
                            REVISION: 6/3/96 @ 13:47
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                 6/3/96 @ 16:22

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>         <C>  <C>   <C>         <C>           <C>        <C>       
#1 - SUITE 102-01           1           7,522      10/85      10/00        --        16.00       120,352       2.00       UNLIMITED 
ECKERD DRUGS                6                                                                                                       
                                                                                                                                    

                                                                           1-10      21.81       164,073       5.00       UNLIMITED 
                                                                                                                                    
                                                                                                                                    

#2 - SUITE 104-01           1           2,275      11/85       1/97        --        20.00        45,500       5.00       UNLIMITED 
RAVE                        4                                                                                                       
                                                                                                                                    

#3 - SUITE 106-01           1           1,750       4/86       4/98        --        25.00        43,750       6.00       UNLIMITED 
PRINTS PLUS                 3                                                                                                       
                                                                                                                                    

#4 - SUITE 108-02           1           6,899      11/93       1/06        --        16.00       110,384       5.00       UNLIMITED 
LANE BRYANT                 6                                                  12/99 18.00       124,182                            
                                                                                                                                    

#5 - SUITE 111-02           1           1,100      10/85      10/02        --        35.00        38,500       6.00       UNLIMITED 
                            2                                                  11/97 38.50        42,350                            
                                                                                                                                    

#6 - SUITE 112-04           1           2,386      11/93      12/03        --        18.10        43,187       6.00       UNLIMITED 
CAFE DUMONDE                4                                                                                                       
                                                                                                                                    

#7 - SUITE 116              1             851      10/96       9/06        --        38.00        32,338       5.00       UNLIMITED 
VACANT                      2                                                  10/01 41.80        35,572                            
                                                                                                                                    

#8 - SUITE  118-01          1           1,344       8/89       8/99        --        21.72        29,192        --          --      
HEAKIN RESEARCH             3                                                                                                       
                                                                                                                                    

<CAPTION>
                            BREAKPOINT                                   PRO RATA            % OF RENT  
      TENANT                 (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI
      ------                 -------           ----------               ----------           -----------
<S>                         <C>              <C>                           <C>               <C>        
#1 - SUITE 102-01             4,012          CAM2-RECOVERY CAM2            ZERO                         
ECKERD DRUGS                                 TAX2-RECOVERY TAX2            ZERO                         
                                             ESC RECOVERY                                               
                                                                                                        
                            NATURAL          CAM1-RECOVERY CAM1            ZERO                         
                                             TAX1-RECOVERY TAX1            ZERO                              
                                             HVAC & CONTRACT                                            
                                                                                                        
#2 - SUITE 104-01               910          CAM-CODE 9000                                              
RAVE                                         TAX1-RECOVERY TAX1            ZERO                         
                                             ESC RECOVERY                                               
                                                                                                        
#3 - SUITE 106-01               729          CAM2-RECOVERY CAM2            ZERO                         
PRINTS PLUS                                  TAX1-RECOVERY TAX1            ZERO                         
                                             ESC RECOVERY                                               
                                                                                                        
#4 - SUITE 108-02             2,208          CAM-CODE 90000                                             
LANE BRYANT                                  TAX1-RECOVERY TAX1            ZERO                         
                                             ESC  RECOVERY                                              
                                                                                                        
#5 - SUITE 111-02               642          CAM - CODE 90003                                            
                                             TAX2-RECOVERY TAX2            ZERO                         
                                             ESC RECOVERY                                               
                                                                                                        
#6 - SUITE 112-04               750          CAM2-RECOVERY CAM2            ZERO                         
CAFE DUMONDE                                 TAX1-RECOVERY TAX1            ZERO                         
                                             ESP RECOVERY                                               
                                                                                                        
#7 - SUITE 116              NATURAL          CAM1-RECOVERY CAM1            ZERO                         
VACANT                                       TAX1-RECOVERY TAX1            ZERO                         
                                             HVAC & CONTRACT                                            
                                                                                                        
#8 - SUITE  118-01             --            CAM2-RECOVERY CAM2            ZERO                         
HEAKIN RESEARCH                              TAX1-RECOVERY TAX1            ZERO                         
                                             ESP RECOVERY                                               

</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 2

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>         <C>  <C>    <C>        <C>           <C>        <C>       
#9 - SUITE 202-01           1           8,634      11/93       1/04       --          12.00      103,716       6.00       UNLIMITED 
CAMELOT MUSIC               6                                                  11/98  15.00      129,645                            
                                                                                                                                    
                                                                                      
#10 - SUITE 208-01          1           3,266       3/90       2/00       --          20.00       65,320       6.00       UNLIMITED 
VISION PLAZA                4                                                   3/97  22.00       71,852                            
                                                                                                                                    
                                                                                      
#11 - SUITE 0210            1           4,489      10/96       9/06       --          20.00       89,780       5.00       UNLIMITED 
VACANT                      5                                                  10/01  22.00       98,758                            
                                                                                                                                    
                                                                                      
#12 - SUITE 212-01          1           2,312      10/85      10/97       --          15.00       34,680       5.00       UNLIMITED 
J RIGGINS                   4                                                                                                       
                                                                                                                                    
                                                                                      
#13 - SUITE 214-01          1           3,265      10/85      10/97       --          20.00       65,300       5.00       UNLIMITED 
PAUL HARRIS                 4                                                                                                       
                                                                                                                                    
                                                                                      
#14 - SUITE 215-02          1           1,368       2/96       1/06       --          30.00       41,040       7.00       UNLIMITED 
GNC                                                                             2/99  31.00       42,408                            
                                                                                2/03  32.00       43,776                            
                                                                                      
#15 - SUITE 216-01          1           1,826      10/85      10/97       --          16.00       29,216       5.00       UNLIMITED 
UPS N DOWNS                 3                                                                                                       
                                                                                                                                    
                                                                                      
#16 - SUITE 220-02          1           1,920      11/94      12/04       --          26.00       49,920       6.00       UNLIMITED 
ATHLETES FOOT               3                                                   1/00  28.00       53,760                            
                                                                                                                                    
                                                                                      
#17 - SUITE 220-04          1           3,365       6/96       5/06       --          23.00       77,395       --            --     
LECTHERS                    4                                                   6/99  25.00       84,125                            
                                                                                6/03  27.00       90,855                            
                                                                                      
#18 - SUITE 228-02          1          13,004       3/94       3/09       --          15.07      195,970       5.00       UNLIMITED 
LIMITED & LIMITED           7                                                   4/96  24.00      312,096                            
                                                                                                                                    
                                                                                      
#19-SUITE 234-02            1           4,078      10/91       1/04       --          20.00       81,560       5.00       UNLIMITED 
STRUCTURE                   5                                                  11/97  24.00       97,872                            

<CAPTION>
                       
                           BREAKPOINT                                   PRO RATA            % OF RENT      
      TENANT                (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI    
      ------                -------           ----------               ----------           -----------    
<S>                        <C>              <C>                           <C>               <C>                
#9 - SUITE 202-01            1,729          CAM1-RECOVERY CAM1            ZERO                             
CAMELOT MUSIC                               TAX1-RECOVERY TAX1            ZERO                             
                                            HVAC & CONTRACT                                                
                                                                                                           
#10 - SUITE 208-01           1,089          CAM2-RECOVERY CAM2            ZERO                             
VISION PLAZA                                TAX1-RECOVERY TAX1            ZERO                             
                                            ESP RECOVERY                                                   
                                                                                                           
#11 - SUITE 0210           NATURAL          CAM1-RECOVERY CAM1            ZERO                             
VACANT                                      TAX1-RECOVERY TAX1            ZERO                             
                                            HVAC & CONTRACT                                                
                                                                                                           
#12 - SUITE 212-01             694          CAM2-RECOVERY CAM2            ZERO                             
J RIGGINS                                   TAX1-RECOVERY TAX1            ZERO                             
                                            ESP RECOVERY                                                   
                                                                                                           
#13 - SUITE 214-01           1,306          CAM2-RECOVERY CAM2            ZERO                             
PAUL HARRIS                                 TAX1-RECOVERY TAX1            ZERO                             
                                            ESP RECOVERY                                                   
                                                                                                           
#14 - SUITE 215-02             536          CAM2-RECOVERY CAM2            ZERO                             
GNC                                         TAX1-RECOVERY TAX1            ZERO                             
                                            ESP RECOVERY                                                   
                                                                                                           
#15 - SUITE 216-01             584          CAM2-RECOVERY CAM2            ZERO                             
UPS N DOWNS                                 TAX1-RECOVERY TAX1            ZERO                             
                                            ESC RECOVERY                                                   
                                                                                                           
#16 - SUITE 220-02         NATURAL          CAM - CODE 90013                                               
ATHLETES FOOT                               TAX - CODE 90012                                               
                                            ESC RECOVERY                                                   
                                                                                                           
#17 - SUITE 220-04             --           CAM1-RECOVERY CAM1            ZERO                             
LECTHERS                                    TAX1-RECOVERY TAX1            ZERO                             
                                            HVAC & CONTRACT                                                
                                                                                                           
#18 - SUITE 228-02         NATURAL          CAM - CODE 90004                                               
LIMITED & LIMITED                           TAX - CODE 90010                                               
                                            ESC RECOVERY                                                   
                                                                                                           
#19-SUITE 234-02           NATURAL          CAM - CODE 90000                                               
STRUCTURE                                   TAX - CODE 90010                                               
                                            ESC RECOVERY                                                   
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 3

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>         <C>  <C>   <C>         <C>           <C>        <C>       
20 - SUITE 236-02           1           1,288       7/94      12/04       --         50.46        64,992       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                                               
21 - SUITE 241-05           1             904       1/97      12/06       --         30.60        27,662       5.00       UNLIMITED 
VACANT                      2                                                  1/02  33.00        29,832                            
                                                                                                                                    
                                                                               
22 - SUITE 301              1             464       1/97      12/06       --         38.76        17,985       5.00       UNLIMITED 
VACANT                      1                                                  1/02  41.80        19,395                            
                                                                                                                                    
                                                                               
23 - SUITE 302-01           1           1,091       1/86       4/96       --         30.00        32,730        --             --   
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                                               
24 - SUITE 303-03           1           6,830      10/93       1/06       --         21.00       143,430       5.00       UNLIMITED 
VICTORIAS SECRET            6                                                                                                       
                                                                                                                                    
                                                                               
25 - SUITE 306-02           1           1,566      11/95      10/05       --         30.00        46,980       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                                               
26 - SUITE 308-02           1           1,030       5/87       4/97       --         35.00        36,050      10.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                                               
27 - SUITE 310-02           1           1,200      12/95      12/06       --         37.50        45,000       6.00       UNLIMITED 
[ILLEGIBLE]                 2                                                  1/01  40.00        48,000                            
                                                                                                                                    
                                                                               
28 - SUITE 318-01           1           3,120      10/87       2/00       --          0.00             0       5.00       UNLIMITED 
BANANA REPUBLIC             4                                                  8/97  30.00        93,600                            
                                                                                                                                    
                                                                               
29 - SUITE 320-01           1           3,060       9/90       1/01       --         30.00        91,800       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                  1/01  32.00        97,920                            
                                                                                                                                    
                                                                               
30 - SUITE 322-03           1           4,047       3/93       4/03       --         20.00        80,940       6.00       UNLIMITED 
[ILLEGIBLE]                 5                                                  5/96  22.00        89,034                            
                                                                               5/00  24.00        97,128                            

<CAPTION>
                       
                            BREAKPOINT                                   PRO RATA            % OF RENT        
      TENANT                 (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI      
      ------                 -------           ----------               ----------           -----------      
<S>                         <C>              <C>                           <C>               <C>                 
20 - SUITE 236-02             1,083          CAM1-RECOVERY CAM1            ZERO                               
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                               
                                             ESC RECOVERY                                                     
                                                                                                              
21 - SUITE 241-05           NATURAL          CAM1-RECOVERY CAM1            ZERO                               
VACANT                                       TAX1-RECOVERY TAX1            ZERO                               
                                             HVAC & CONTRACT                                                  
                                                                                                              
22 - SUITE 301              NATURAL          CAM1-RECOVERY CAM1            ZERO                               
VACANT                                       TAX1-RECOVERY TAX1            ZERO                               
                                             HVAC & CONTRACT                                                  
                                                                                                              
23 - SUITE 302-01             --             CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                               
                                             ESC RECOVERY                                                     
                                                                                                              
24 - SUITE 303-03           NATURAL          CAM - CODE 90000                                                 
VICTORIAS SECRET                             TAX - CODE 90010                                                  
                                             ESC RECOVERY                                                     
                                                                                                              
25 - SUITE 306-02               783          CAM1-RECOVERY CAM1            ZERO                               
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                               
                                             HVAC & CONTRACT                                                  
                                                                                                              
26 - SUITE 308-02               361          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                               
                                             ESC RECOVERY                                                     
                                                                                                              
27 - SUITE 310-02               750          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                               
                                             ESC RECOVERY                                                     
                                                                                                              
28 - SUITE 318-01           NATURAL          CAM2-RECOVERY CAM2            ZERO                               
BANANA REPUBLIC                              TAX2-RECOVERY TAX2            ZERO                               
                                             ESC RECOVERY                                                     
                                                                                                              
29 - SUITE 320-01           NATURAL          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                               
                                             ESC RECOVERY                                                     
                                                                                                              
30 - SUITE 322-03           NATURAL          CAM1-RECOVERY CAM1            ZERO                               
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                               
                                             ESC RECOVERY                                                     
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>                 

                                                                          PAGE 4

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>         <C>  <C>   <C>         <C>           <C>        <C>       
31 - SUITE 324-05           1           5,868       4/97       3/97       --         19.38       113,722       5.00       UNLIMITED 
VACANT                      6                                                  4/02  19.80       116,186                            
                                                                                                                                    
                                                                            
32 - SUITE 330-01           1           5,868      10/85      10/97       --         16.00        93,888       5.00       UNLIMITED 
[ILLEGIBLE]                 6                                                                                                       
                                                                                                                                    
                                                                            
33 - SUITE 332-01           1           2,900       8/87       8/99       --         22.00        63,800       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                            
                                                                                                                                    
                                                                            
34 - SUITE 402-04           1           4,461      10/94      12/04       --         21.00        93,681       4.00       UNLIMITED 
[ILLEGIBLE]                 5                                                  5/00  23.00       102,603                            
                                                                                                                                    
                                                                            
35 - SUITE 414-01           1           1,984      10/85      10/97       --         23.00        45,632       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                                           
36 - SUITE 416              1           2,082       1/97      12/06       --         20.40        42,473       5.00       UNLIMITED 
VACANT                      4                                                  1/02  22.00        45,804                            
                                                                                                                                    
                                                                            
37 - SUITE 418              1           3,014       7/97       6/07       --         20.40        61,486       5.00       UNLIMITED 
VACANT                      4                                                  7/02  22.00        66,308                            
                                                                                                                                    
                                                                           
38 - SUITE 420              1           3,225       4/96       3/06       --         30.00        96,750       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                                            
39 - SUITE 502-02           1           1,360       4/94       1/05       --         28.68        39,005       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                  2/00  30.15        41,004                            
                                                                                                                                    
                                                                            
40- SUITE 503-02            1             650       5/95       4/00       --         38.46        24,999       7.00       UNLIMITED 
LIS CRAWFISH                1                                                                                                       
                                                                                                                                    
                                                                            
41- SUITE 504-01            1           1,123       7/86       7/98       --         31.00        34,813       6.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    

<CAPTION>
                         BREAKPOINT                                   PRO RATA            % OF RENT     
      TENANT              (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI   
      ------              -------           ----------               ----------           -----------   
<S>                      <C>              <C>                           <C>               <C>              
                         NATURAL          CAM1-RECOVERY CAM1            ZERO                            
31 - SUITE 324-05                         TAX1-RECOVERY TAX1            ZERO                            
VACANT                                    HVAC & CONTRACT                                               
                                                                                                        
                           1,878          CAM2-RECOVERY CAM2            ZERO                            
32 - SUITE 330-01                         TAX2-RECOVERY TAX2            ZERO                            
[ILLEGIBLE]                               ESC RECOVERY                                                  
                                                                                                        
                           1,276          CAM2-RECOVERY CAM2            ZERO                            
33 - SUITE 332-01                         TAX2-RECOVERY TAX2            ZERO                            
[ILLEGIBLE]                               ESC RECOVERY                                                  
                                                                                                        
                         NATURAL          CAM - CODE 90018                                              
34 - SUITE 402-04                         TAX - CODE 90012                                           
[ILLEGIBLE]                               ESC RECOVERY                                                  
                                                                                                        
                             761          CAM2-RECOVERY CAM2            ZERO                            
35 - SUITE 414-01                         TAX2-RECOVERY TAX2            ZERO                            
[ILLEGIBLE]                               ESC RECOVERY                                                  
                                                                                                        
                         NATURAL          CAM1-RECOVERY CAM1            ZERO                            
36 - SUITE 416                            TAX1-RECOVERY TAX1            ZERO                            
VACANT                                    HVAC & CONTRACT                                               
                                                                                                        
                         NATURAL          CAM1-RECOVERY CAM1            ZERO                            
37 - SUITE 418                            TAX1-RECOVERY TAX1            ZERO                            
VACANT                                    HVAC & CONTRACT                                               
                                                                                                        
                         NATURAL          CAM1-RECOVERY CAM1            ZERO                            
38 - SUITE 420                            TAX1-RECOVERY TAX1            ZERO                            
[ILLEGIBLE]                               HVAC & CONTRACT                                               
                                                                                                        
                         NATURAL          CAM - CODE 90006                                              
39 - SUITE 502-02                         TAX - CODE 90012                                           
[ILLEGIBLE]                               ESC RECOVERY                                                  
                                                                                                        
                         NATURAL          CAM1-RECOVERY CAM1            ZERO                              
40- SUITE 503-02                          TAX -CODE  90008                                           
LIS CRAWFISH                              ESC RECOVERY                                                  
                                                                                                        
                             580          CAM2-RECOVERY CAM2            ZERO                            
41- SUITE 504-01                          TAX2-RECOVERY TAX2            ZERO                            
[ILLEGIBLE]                               ESC RECOVERY                                                  
                    

</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 5

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>         <C> <C>    <C>          <C>          <C>        <C>       
42 - SUITE 506-01           1           1,016       2/87       2/97       --         35.00        35,560       6.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                  
43 - SUITE 508-01           1           2,133      10/85       3/96       --         30.00        63,990       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                  
                                                                        1- 60        20.00        42,660       5.00       UNLIMITED 
                                                                                                                                    
                                                                                                                                    
                                                  
44 - SUITE 602-01           1           4,112       7/92       6/02       --         12.00        49,344       6.00       UNLIMITED 
[ILLEGIBLE]                 5                                                                                                       
                                                                                                                                    
                                                  
45 - SUITE 604              1           3,550      10/97       9/07       --         20.40        72,420       5.00       UNLIMITED 
[ILLEGIBLE]                 5                                                 10/02  22.00        78,100                            
                                                                                                                                    
                                                  
46 - SUITE 606-01           1           2,753      10/85      10/97       --         21.00        57,813       3.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                  
47 - SUITE 608-02           1           3,186       7/95      10/05       --         15.00        47,790       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                  
48 - SUITE 610-01           1           4,884      10/85      10/96       --         22.00       107,448       5.00       UNLIMITED 
[ILLEGIBLE]                 5                                                                                                       
                                                                                                                                    
                                                  
49 - SUITE 612-01           1           1,440      10/85      10/96       --         40.00        57,600       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                  
50 - SUITE 613-03           1           1,010       7/94       7/04       --         34.65        34,997       6.00       UNLIMITED 
ELECTRONICS BOUTIQ          2                                                                                                       
                                                                                                                                    
                                                  
51 - SUITE 614-03           1             620       1/97      12/06       --         38.76        24,031       5.00       UNLIMITED 
[ILLEGIBLE]                 1                                                  1/02  41.80        25,916                            
                                                                                                                                    
<CAPTION>
                    
                           BREAKPOINT                                   PRO RATA            % OF RENT        
      TENANT                (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI      
      ------                -------           ----------               ----------           -----------      
<S>                        <C>              <C>                           <C>                <C>                
42 - SUITE 506-01              593          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                 TAX2-RECOVERY TAX2            ZERO                               
                                            ESC RECOVERY                                                     
                                                                                                             
43 - SUITE 508-01            1,067          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                 TAX2-RECOVERY TAX2            ZERO                               
                                            ESC RECOVERY                                                     
                                                                                                             
                             1,067          CAM1-RECOVERY CAM1            ZERO                               
                                            TAX1-RECOVERY TAX1            ZERO                               
                                            HVAC & CONTRACT                                                  
                                                                                                             
44 - SUITE 602-01          NATURAL          CAM - CODE 90002                                                 
[ILLEGIBLE]                                 TAX - CODE  90010                                              
                                            ESC RECOVERY                                                     
                                                                                                             
45 - SUITE 604             NATURAL          CAM1-RECOVERY CAM1            ZERO                               
[ILLEGIBLE]                                 TAX1-RECOVERY TAX1            ZERO                               
                                            HVAC & CONTRACT                                                  
                                                                                                             
46 - SUITE 606-01            1,104          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                 TAX2-RECOVERY TAX2            ZERO                               
                                            ESC RECOVERY                                                     
                                                                                                             
47 - SUITE 608-02              797          CAM1-RECOVERY CAM1            ZERO                               
[ILLEGIBLE]                                 TAX1-RECOVERY TAX1            ZERO                               
                                            HVAC & CONTRACT                                                  
                                                                                                             
48 - SUITE 610-01            2,149          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                 TAX2-RECOVERY TAX2            ZERO                               
                                            ESC RECOVERY                                                     
                                                                                                             
49 - SUITE 612-01              960          CAM2-RECOVERY CAM2            ZERO                               
[ILLEGIBLE]                                 TAX2-RECOVERY TAX2            ZERO                               
                                            ESC RECOVERY                                                     
                                                                                                             
50 - SUITE 613-03          NATURAL          CAM1-RECOVERY CAM1            ZERO                               
ELECTRONICS BOUTIQ                          TAX1-RECOVERY TAX1            ZERO                               
                                            HVAC & CONTRACT                                                  
                                                                                                             
51 - SUITE 614-03          NATURAL          CAM1-RECOVERY CAM1            ZERO                               
[ILLEGIBLE]                                 TAX1-RECOVERY TAX1            ZERO                               
                                            HVAC & CONTRACT                                                  
                    

</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                          PAGE 6

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>         <C> <C>    <C>          <C>          <C>        <C>       
52 - SUITE 615-01           1           1,450       1/97      12/06       --         27.54        39,933       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                  1/02  29.70        43,065                            
                                                                                                                                    
                                                                                    
53 - SUITE 616              1             414      10/97       9/07       --         38.76        16,047       5.00       UNLIMITED 
[ILLEGIBLE]                 1                                                 10/02  41.80        17,305                            
                                                                                                                                    
                                                                                    
54 - SUITE 617              1             803       7/97       6/07       --         30.60        24,572       5.00       UNLIMITED 
[ILLEGIBLE]                 2                                                  7/02  33.00        26,499                            
                                                                                                                                    
                                                                                    
55 - SUITE 618              1             362      10/97       9/07       --         38.76        14,031       5.00       UNLIMITED 
[ILLEGIBLE]                 1                                                 10/02  41.80        15,132                            
                                                                                                                                    
                                                                                    
56 - SUITE 702-01           1           3,270      10/85      10/97       --         24.00        78,480       6.00       UNLIMITED 
[ILLEGIBLE] TOYS            4                                                                                                       
                                                                                                                                    
                                                                                    
57 - SUITE 704-02           1           2,938      10/91      12/01       --         16.00        47,008       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                 12/01  19.00        55,822                            
                                                                                                                                    
                                                                                    
58 - SUITE 706-03           1           2,288      10/94       8/00       --         18.00        41,184       6.00       UNLIMITED 
[ILLEGIBLE] BOOKSTORE       4                                                                                                       
                                                                                                                                    
                                                                                    
59 - SUITE 708              1           3,051       1/98      12/07       --         21.01        64,108       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                  1/03  22.00        67,122                            
                                                                                                                                    
                                                                                    
60- SUITE 710-01            1           3,678       9/86       9/96       --         21.00        77,238       6.00       UNLIMITED 
[ILLEGIBLE]                 5                                                                                                       
                                                                                                                                    
                                                                                    
61 - SUITE 711-02           1           1,467       7/95       6/05       --         44.31        65,003       6.00       UNLIMITED 
[ILLEGIBLE] JEWELER         3                                                                                                       
                                                                                                                                    
                                                                                    
62 - SUITE 714-01           1             871      10/85      10/96       --         34.44        29,997       6.00       UNLIMITED 
[ILLEGIBLE] SHOE            2                                                                                                       

<CAPTION>
                               BREAKPOINT                                   PRO RATA            % OF RENT     
      TENANT                    (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI   
      ------                    -------           ----------               ----------           -----------   
<S>                            <C>              <C>                           <C>               <C>           
52 - SUITE 615-01              NATURAL          CAM1-RECOVERY CAM1            ZERO                            
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                            
                                                HVAC & CONTRACT                                                  
                                                                                                              
53 - SUITE 616                 NATURAL          CAM1-RECOVERY CAM1            ZERO                            
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                            
                                                HVAC & CONTRACT                                                  
                                                                                                              
54 - SUITE 617                 NATURAL          CAM1-RECOVERY CAM1            ZERO                            
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                            
                                                HVAC & CONTRACT                                               
                                                                                                              
55 - SUITE 618                 NATURAL          CAM1-RECOVERY CAM1            ZERO                            
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                            
                                                HVAC & CONTRACT                                               
                                                                                                              
56 - SUITE 702-01                1,308          CAM2-RECOVERY CAM2            ZERO                            
[ILLEGIBLE] TOYS                                TAX2-RECOVERY TAX2            ZERO                            
                                                ESC RECOVERY                                                  
                                                                                                              
57 - SUITE 704-02              NATURAL          CAM - CODE 90002                                              
[ILLEGIBLE]                                     TAX - CODE 90010                                            
                                                ESC RECOVERY                                                  
                                                                                                              
58 - SUITE 706-03                  686          CAM2-RECOVERY CAM2            ZERO                            
[ILLEGIBLE] BOOKSTORE                           TAX2-RECOVERY TAX2            ZERO                            
                                                ESC RECOVERY                                                  
                                                                                                              
59 - SUITE 708                 NATURAL          CAM1-RECOVERY CAM1            ZERO                            
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                            
                                                HVAC & CONTRACT                                               
                                                                                                              
60- SUITE 710-01                 1,287          CAM2-RECOVERY CAM2            ZERO                            
[ILLEGIBLE]                                     TAX2-RECOVERY TAX2            ZERO                            
                                                ESC RECOVERY                                                  
                                                                                                              
61 - SUITE 711-02              NATURAL          CAM - CODE 90017                                          
[ILLEGIBLE] JEWELER                             TAX1-RECOVERY TAX1            ZERO                            
                                                ESC RECOVERY                                                  
                                                                                                              
62 - SUITE 714-01              NATURAL          CAM2-RECOVERY CAM2            ZERO                            
[ILLEGIBLE] SHOE                                TAX2-RECOVERY TAX2            ZERO                            
                                                ESC RECOVERY                                                  
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                          PAGE 7

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>   <C>   <C>          <C>          <C>        <C>       
63 - SUITE 716-03           1             642       6/95      12/05      --          54.52        35,002      10.00       UNLIMITED 
[ILLEGIBLE]                 1                                                                                                       
                                                                                                                                    
                                                  
64 - SUITE 718-01           1           4,514      10/85      10/00      --          18.50        83,509       5.00       UNLIMITED 
[ILLEGIBLE]                 5                                                                                                       
                                                                                                                                    
                                                  
65 - SUITE 802              1           1,454       7/98       6/08      --          28.37        41,244       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                   7/03 29.70        43,184                            
                                                                                                                                    
                                                  
66 - SUITE 804              1             889      10/97       9/07      --          30.60        27,203       5.00       UNLIMITED 
[ILLEGIBLE]                 2                                                  10/02 33.00        29,337                            
                                                                                                                                    
                                                  
67 - SUITE 806              1             285      10/97       9/07      --          38.76        11,047       5.00       UNLIMITED 
[ILLEGIBLE]                 1                                                  10/02 41.80        11,913                            
                                                                                                                                    
                                                  
68 - SUITE 808-02           1             800      11/95      10/05      --          32.50        26,000       8.00       UNLIMITED 
[ILLEGIBLE]                 2                                                  11/00 35.00        28,000                            
                                                                                                                                    
                                                  
69 - SUITE 810-02           1             730      12/88      12/96      --          50.00        36,500       7.00       UNLIMITED 
[ILLEGIBLE] COFFEE          1                                                                                                       
                                                  
70- SUITE 811-01            1             491      10/86      10/96      --          50.92        25,002       8.00       UNLIMITED 
[ILLEGIBLE] SUNGLASS CO.    1                                                                                                       
                                                                                                                                    
                                                  
71 - SUITE 812-02           1             735       5/90       4/00      --          40.82        30,003       8.00       UNLIMITED 
[ILLEGIBLE]                 8                                                   5/97 44.22        32,502                            
                                                                                                                                    
                                                                                                                                    
                                                  
72 - SUITE 814-02           1           1,869      12/93      12/03      --          24.00        44,856       7.00       UNLIMITED 
[ILLEGIBLE]                 3                                                   1/97 26.00        48,594                            
                                                                                1/00 28.00        52,332                            
                                                  
73 - SUITE 815-02           1           1,249      12/91      11/97      --          12.01        15,000      10.00       UNLIMITED 
[ILLEGIBLE]                 3
<CAPTION>
                        
                               BREAKPOINT                                   PRO RATA            % OF RENT       
      TENANT                    (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI     
      ------                    -------           ----------               ----------           -----------     
<S>                            <C>              <C>                           <C>               <C>                
63 - SUITE 716-03                  350          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                              
                                                ESC RECOVERY                                                    
                                                                                                                
64 - SUITE 718-01                1,670          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                     TAX2-RECOVERY TAX2            ZERO                              
                                                ESC RECOVERY                                                    
                                                                                                                
65 - SUITE 802                 NATURAL          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                              
                                                HVAC & CONTRACT                                                 
                                                                                                                
66 - SUITE 804                 NATURAL          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                              
                                                HVAC & CONTRACT                                                 
                                                                                                                
67 - SUITE 806                 NATURAL          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                              
                                                HVAC & CONTRACT                                                 
                                                                                                                
68 - SUITE 808-02                  325          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                              
                                                HVAC & CONTRACT                                                 
                                                                                                                 
69 - SUITE 810-02                  521          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE] COFFEE                              TAX2-RECOVERY TAX2            ZERO                              
                                                                                                                
70- SUITE 811-01                   313          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE] SUNGLASS CO.                        TAX2-RECOVERY TAX2            ZERO                              
                                                ESC RECOVERY                                                    
                                                                                                                
71 - SUITE 812-02                  375          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                     TAX2-RECOVERY TAX2            ZERO                              
                                                ESC RECOVERY                                                    
                                                FCT-FOOD COURT                ZERO                              
                                                                                                                
72 - SUITE 814-02              NATURAL          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                     TAX1-RECOVERY TAX1            ZERO                              
                                                HVAC & CONTRACT                                                 
                                                                                                                
73 - SUITE 815-02                  150          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                     TAX2-RECOVERY TAX2            ZERO                              
                                                ESC RECOVERY                                                    
                                                                                                                
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


                        
<PAGE>



                                                                          PAGE 8

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>  <C>   <C>           <C>         <C>         <C>       
74 - SUITE 816-01           1           2,258       8/88       7/98      --          20.00        45,160       --            --     
LANDE DENTAL                4                                                                                                       
                                                                                                                                    
                                                  
75 - SUITE 818-01           1           1,286      11/88      11/98      --          40.00        51,440      15.00       UNLIMITED 
[ILLEGIBLE]                 8                                                                                                       
                                                                                                                                    
                                                                                                                                    
                                                  
76 - SUITE 819-01           1             222      9/86       12/99      --         117.12        26,001      10.00       UNLIMITED 
[ILLEGIBLE]  SUN FRUIT      8                                                                                                       
                                                                                                                                    
                                                  
77 - SUITE 822-02           1             630      11/95       1/06      --          98.41        61,998       6.00       UNLIMITED 
[ILLEGIBLE]                 8                                                 11/98 103.17        64,997                            
                                                                              11/02 107.94        68,002                            
                                                                                                                                    
                                                  
78 - SUITE 824              1             711       4/98       3/08      --          39.92        28,385       5.00       UNLIMITED 
[ILLEGIBLE]                 8                                                  4/03  41.80        29,720                            
                                                                                                                                    
                                                  
79 - SUITE 826-03           1           1,161      10/91       7/99      --          21.53        24,996       6.00       UNLIMITED 
[ILLEGIBLE]                 8                                                                                                       
                                                                                                                                    
                                                                                                                                    
                                                  
80- SUITE 828-03            1             738      10/85      10/96      --          54.20        40,000       6.00       UNLIMITED 
[ILLEGIBLE]                 8                                                                                                       
                                                                                                                                    
                                                                                                                                    
                                                  
81 - SUITE 830-01           1           1,385      11/93      11/03      --          52.00        72,020       8.00       UNLIMITED 
[ILLEGIBLE]                 8                                                                                                       
                                                                                                                                    
                                                                                                                                    
                                                  
82 - SUITE 834-01           1             630      11/90      10/00      --          39.68        24,998      10.00       UNLIMITED 
[ILLEGIBLE]                 8                                                                                                       
<CAPTION>

                                BREAKPOINT                                   PRO RATA            % OF RENT    
      TENANT                     (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI  
      ------                     -------           ----------               ----------           -----------  
<S>                             <C>              <C>                          <C>                <C>            
74 - SUITE 816-01                  --            CAM2-RECOVERY CAM2           ZERO                            
LANDE DENTAL                                     TAX2-RECOVERY TAX2           ZERO                            
                                                 ESC RECOVERY                                                 
                                                                                                              
75 - SUITE 818-01                   343          CAM2-RECOVERY CAM2           ZERO                            
[ILLEGIBLE]                                      TAX2-RECOVERY TAX2           ZERO                            
                                                 ESC RECOVERY                                                 
                                                 FCT - FOOD COURT             ZERO                            
                                                                                                              
76 - SUITE 819-01               NATURAL          CAM2-RECOVERY CAM2           ZERO                            
[ILLEGIBLE]  SUN FRUIT                           TAX2-RECOVERY TAX2           ZERO                            
                                                 ESC RECOVERY                                                 
                                                                                                              
77 - SUITE 822-02                 1,206          CAM2-RECOVERY CAM2           ZERO                            
[ILLEGIBLE]                                      TAX2-RECOVERY TAX2           ZERO                            
                                                 ESC RECOVERY                                                 
                                                 FCT - FOOD COURT             ZERO                            
                                                                                                              
78 - SUITE 824                  NATURAL          CAM1-RECOVERY CAM1           ZERO                                
[ILLEGIBLE]                                      TAX1-RECOVERY TAX1           ZERO                                
                                                 HVAC & CONTRACT                                              
                                                                                                              
79 - SUITE 826-03                   400          CAM2-RECOVERY CAM2           ZERO                            
[ILLEGIBLE]                                      TAX2-RECOVERY TAX2           ZERO                            
                                                 ESC RECOVERY                                                 
                                                 FCT - FOOD COURT             ZERO                            
                                                                                                              
80- SUITE 828-03                    667          CAM2-RECOVERY CAM2           ZERO                            
[ILLEGIBLE]                                      TAX2-RECOVERY TAX2           ZERO                            
                                                 ESC RECOVERY                                                 
                                                 FCT - FOOD COURT             ZERO                            
                                                                                                              
81 - SUITE 830-01                   900          CAM1-RECOVERY CAM1           ZERO                            
[ILLEGIBLE]                                      TAX - CODE 90011                                        
                                                 ESC RECOVERY                                                 
                                                 FCT - FOOD COURT             ZERO                            
                                                                                                              
82 - SUITE 834-01                   250          CAM2-90004                                               
[ILLEGIBLE]                                      TAX2-RECOVERY TAX2           ZERO                            
                                                 ESC RECOVERY                                                 
                                                 FCT - FOOD COURT             ZERO                            

</TABLE>



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                          PAGE 9

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>  <C>   <C>           <C>         <C>         <C>       
83 - SUITE 836-02           1             630      11/89      11/99      --          39.68        24,998       7.00       UNLIMITED 
[ILLEGIBLE]                 8                                                 12/96  46.03        28,999                            
                                                                                                                                    
                                                                                                                                    
                                                  
84 - SUITE 838-01           1             680       9/95      12/05      --          45.59        31,001       7.00       UNLIMITED 
[ILLEGIBLE]                 8                                                  9/98  48.53        33,000                            
                                                                               9/02  51.47        35,000                            
                                                                                                                                    
                                                  
85 - SUITE 1001-01          1           1,002      10/85      10/97      --          52.00        52,104       6.00       UNLIMITED 
[ILLEGIBLE] JEWELERS        2                                                                                                       
                                                                                                                                    
                                                  
86 - SUITE 1002-01          1              60       7/94      12/97      --          50.00         3,000        --           --     
[ILLEGIBLE]                 1                     
                                                  
87 - SUITE 1003             1           1,320       4/98       3/08      --          28.37        37,443       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                  4/03  29.70        39,204                            
                                                                                                                                    
                                                  
88 - SUITE 1004-04          1           2,581       1/98      12/07      --          21.01        54,232       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                  1/03  22.00        56,782                            
                                                                                                                                    
                                                  
89 - SUITE 1006-01          1           2,088      10/85      10/00      --          25.00        52,200       6.00       UNLIMITED 
[ILLEGIBLE] JEWELERS        4                                                                                                       
                                                                                                                                    
                                                  
90 - SUITE 1008-01          1           1,420      10/85      10/05      --          39.44        56,005       7.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                  
91 - SUITE 1010-02          1             928      11/95      12/05      --          45.26        42,001       8.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                  
92 - SUITE 1012-01          1           1,586      10/85      10/97      --          18.00        28,548       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       

<CAPTION>
                            BREAKPOINT                                   PRO RATA            % OF RENT       
      TENANT                 (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI     
      ------                 -------           ----------               ----------           -----------     
<S>                         <C>              <C>                          <C>                <C>                
83 - SUITE 836-02               357          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                              
                                             ESC RECOVERY                                                    
                                             FCT - FOOD COURT              ZERO                              
                                                                                                             
84 - SUITE 838-01               443          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                              
                                             HVAC - FOOD COURT                                               
                                             FCT - FOOD COURT              ZERO                              
                                                                                                             
85 - SUITE 1001-01              886          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE] JEWELERS                         TAX2-RECOVERY TAX2            ZERO                              
                                             ESC RECOVERY                                                    
                                                                                                             
86 - SUITE 1002-01               --          NONE                                                            
[ILLEGIBLE]                                                                                                  
                                                                                                             
87 - SUITE 1003             NATURAL          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                              
                                             HVAC & CONTRACT                                                 
                                                                                                             
88 - SUITE 1004-04          NATURAL          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                              
                                             HVAC & CONTRACT                                                 
                                                                                                             
89 - SUITE 1006-01              870          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE] JEWELERS                         TAX2-RECOVERY TAX2            ZERO                              
                                             ESC RECOVERY                                                    
                                                                                                             
90 - SUITE 1008-01          NATURAL          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                              
                                             ESC RECOVERY                                                    
                                                                                                             
91 - SUITE 1010-02              525          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                              
                                             HVAC & CONTRACT                                                 
                                                                                                             
92 - SUITE 1012-01              571          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                              
                                             ESC RECOVERY                                                    
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                         PAGE 10


<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>  <C>   <C>           <C>         <C>         <C>       
93 - SUITE 1014             1           2,442       4/98       3/08      --          21.01        51,311       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                  4/03  22.00        53,724                            
                                                                                                                                    
                                                  
94 - SUITE 1016-02          1           2,991      11/95      10/05                  18.05        53,988       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                            --                                                         
                                                                                                                                    
                                                  
95 - SUITE 1018-02          1           3,236       9/93       8/05      --          19.00        61,484       7.00       UNLIMITED 
[ILLEGIBLE]                 5                                                  9/97  21.50        69,574                            
                                                                               9/01  24.00        77,664                            
                                                  
96 - SUITE 1020-04          1           2,187      11/93      12/03      --          22.01        48,136       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                                 11/98  24.01        52,510                            
                                                                                                                                    
                                                  
97 - SUITE 1104-02          1          12,135       1/91       1/03      --          13.01       157,876       5.00       UNLIMITED 
[ILLEGIBLE]                 7                                                  2/97  14.52       176,200                            
                                                                                                                                    
                                                  
98 - SUITE 1106             1             133       4/98       3/08      --          39.92         5,310       5.00       UNLIMITED 
[ILLEGIBLE]                 1                                                  4/03  41.80         5,559                           
                                                                                                                                    
                                                  
99 - SUITE 1202-01          1           2,626      11/88      11/98      --          24.00        63,024       6.00       UNLIMITED 
PAYLESS SHOES               4                                                                                                       
                                                                                                                                    
                                                  
100 - SUITE 1204            1             442       7/98       6/08      --          39.92        17,646       5.00       UNLIMITED 
[ILLEGIBLE]                 1                                                  7/03  41.80        18,476                            
                                                                                                                                    
                                                  
101 - SUITE 1206-02         1             586      11/95      10/05      --         102.39        60,001      10.00       UNLIMITED 
[ILLEGIBLE]                 1                                                 11/00 110.92        64,999                            
                                                                                                                                    
                                                  
102 - SUITE 1208-01         1           1,750      10/85      10/05      --          32.00        56,000       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                  
103 - SUITE 1210-02         1           1,100       3/90       3/00      --          38.18        41,998       6.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       

<CAPTION>
                             BREAKPOINT                                   PRO RATA            % OF RENT         
      TENANT                  (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI       
      ------                  -------           ----------               ----------           -----------       
<S>                          <C>              <C>                           <C>                <C>                 
93 - SUITE 1014              NATURAL          CAM1-RECOVERY CAM1            ZERO                                
[ILLEGIBLE]                                   TAX1-RECOVERY TAX1            ZERO                                
                                              HVAC & CONTRACT                                                   
                                                                                                                
94 - SUITE 1016-02               900          CAM1-RECOVERY CAM1            ZERO                                
[ILLEGIBLE]                                   TAX1-RECOVERY TAX1            ZERO                                
                                              HVAC & CONTRACT                                                   
                                                                                                                
95 - SUITE 1018-02           NATURAL          CAM - CODE 90013                                                  
[ILLEGIBLE]                                   TAX - CODE 90012                                                  
                                              HVAC & CONTRACT                                                   
                                                                                                                
96 - SUITE 1020-04           NATURAL          CAM - CODE 90006                                                  
[ILLEGIBLE]                                   TAX - CODE 90012                                                  
                                              ESC RECOVERY                                                      
                                                                                                                
97 - SUITE 1104-02           NATURAL          CAM2-RECOVERY CAM2            ZERO                                
[ILLEGIBLE]                                   TAX2-RECOVERY TAX2            ZERO                                
                                              ESC RECOVERY                                                      
                                                                                                                
98 - SUITE 1106              NATURAL          CAM1-RECOVERY CAM1            ZERO                                
[ILLEGIBLE]                                   TAX1-RECOVERY TAX1            ZERO                                
                                              HVAC & CONTRACT                                                   
                                                                                                                
99 - SUITE 1202-01             1,050          CAM2-RECOVERY CAM2            ZERO                                
PAYLESS SHOES                                 TAX2-RECOVERY TAX2            ZERO                                
                                              ESC RECOVERY                                                      
                                                                                                                
100 - SUITE 1204             NATURAL          CAM1-RECOVERY CAM1            ZERO                                
[ILLEGIBLE]                                   TAX1-RECOVERY TAX1            ZERO                                
                                              HVAC & CONTRACT                                                   
                                                                                                                
101 - SUITE 1206-02          NATURAL          CAM1-RECOVERY CAM1            ZERO                                
[ILLEGIBLE]                                   TAX1-RECOVERY TAX1            ZERO                                
                                              HVAC & CONTRACT                                                   
                                                                                                                
102 - SUITE 1208-01              875          CAM2-RECOVERY CAM2            ZERO                                
[ILLEGIBLE]                                   TAX2-RECOVERY TAX2            ZERO                                
                                              ESC RECOVERY                                                      
                                                                                                                
103 - SUITE 1210-02              700          CAM2-RECOVERY CAM2            ZERO                                
[ILLEGIBLE]                                   TAX2-RECOVERY TAX2            ZERO                                
                                              ESC RECOVERY 
                                               
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>
      
                                                                         PAGE 11


<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>  <C>   <C>           <C>          <C>        <C>       
104 - SUITE 1212-01         1           1,080       4/87       3/97      --          30.00        32,400       7.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                  
105 - SUITE 1214-02         1           5,770       6/94       7/04      --          15.00        86,550       4.00       UNLIMITED 
[ILLEGIBLE]                 6                                                                                                       
                                                                                                                                    
                                                  
106 - SUITE 1216            1           2,064       7/98       6/08      --          21.01        43,369       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                  7/03  22.00        45,408                            
                                                                                                                                    
                                                  
107 - SUITE 1302-01         1           2,065      10/85      10/97      --          33.06        68,269       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                  
108 - SUITE 1304-01         1             390      11/91      10/99      --          61.54        24,001       8.00       UNLIMITED 
[ILLEGIBLE]                 1                                                 11/98  66.67        26,001                            
                                                                                                                                    
                                                  
109 - SUITE 1306-01         1           1,087      10/85      10/96      --          33.00        35,871       6.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                  
110 - SUITE 1308-01         1           1,302      10/85      10/97      --          22.00        28,644       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                  
111 - SUITE 1309-01         1           1,445       4/86       3/96      --          45.00        65,025       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                  
112 - SUITE 1402-01         1           2,477      10/86       9/98      --          24.00        59,448       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                  
113 - SUITE 1406-03         1           2,024       6/94       6/06      --          18.00        36,432       5.00       UNLIMITED 
[ILLEGIBLE]                 4                                                  8/98  20.00        40,480                            
                                                                               8/02  22.00        44,528                            
                                                  
114 - SUITE 1408-03         1           8,780      9/93       12/98      --          25.00       219,500       6.00       UNLIMITED 
[ILLEGIBLE]                 6                                                                                                       


<CAPTION>
                              BREAKPOINT                                   PRO RATA            % OF RENT       
      TENANT                   (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI     
      ------                   -------           ----------               ----------           -----------     
<S>                           <C>              <C>                           <C>               <C>                
104 - SUITE 1212-01               463          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                              
                                               ESC RECOVERY                                                    
                                                                                                               
105 - SUITE 1214-02             2,164          CAM - CODE 90014                                                
[ILLEGIBLE]                                    TAX - CODE 90008                                                
                                               ESC RECOVERY                                                    
                                                                                                               
106 - SUITE 1216              NATURAL          CAM1-RECOVERY CAM1            ZERO                              
[ILLEGIBLE]                                    TAX1-RECOVERY TAX1            ZERO                              
                                               HVAC & CONTRACT                                                 
                                                                                                               
107 - SUITE 1302-01             1,377          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                              
                                               ESC RECOVERY                                                    
                                                                                                               
108 - SUITE 1304-01           NATURAL          CAM - CODE 90002                                                
[ILLEGIBLE]                                    TAX - CODE 90010                                                
                                               ESC RECOVERY                                                    
                                                                                                               
109 - SUITE 1306-01           NATURAL          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                              
                                               ESC RECOVERY                                                    
                                                                                                               
110 - SUITE 1308-01               477          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                              
                                               ESC RECOVERY                                                    
                                                                                                               
111 - SUITE 1309-01             1,084          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                              
                                               ESC RECOVERY                                                    
                                                                                                               
112 - SUITE 1402-01             1,189          CAM2-RECOVERY CAM2            ZERO                              
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                              
                                               ESC RECOVERY                                                    
                                                                                                               
113 - SUITE 1406-03           NATURAL          CAM - CODE 90004                                                
[ILLEGIBLE]                                    TAX - CODE 90010                                                
                                               ESC RECOVERY                                                    
                                                                                                               
114 - SUITE 1408-03             4,390          CAM1-CODE 90016                                              
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                              
                                               ESC RECOVERY                                                    
                                                                                                               
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                         PAGE 12


<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>  <C>    <C>          <C>          <C>        <C>       
115 - SUITE 1422            1           1,841       7/98       6/08      --          28.37        52,222       5.00       UNLIMITED 
VACANT                      3                                                  7/03  29.70        54,678                            
                                                                                                                                    
                                                  
116 - SUITE 1602-01         1           2,543      10/86       9/96      --          22.00        55,946       8.00       UNLIMITED 
CRIBBLES & GIGGLE           4                                                                                                       
                                                                                                                                    
                                                  
117 - SUITE 1604-06         1           4,489      10/98       9/08      --          21.01        94,323       5.00       UNLIMITED 
VACANT                      5                                                 10/03  22.00        98,758                            
                                                                                                                                    
                                                  
118 - SUITE 1606-01         1           3,870      10/86       9/98      --          23.00        89,010       5.00       UNLIMITED 
CONTEMPO CASUALS            5                                                                                                       
                                                                                                                                    
                                                  
119 - SUITE 1610-02         1           4,790      11/93      11/05      --          22.00       105,380       6.00       UNLIMITED 
[ILLEGIBLE]                 5                                                 12/99  24.00       114,960                            
                                                                                                                                    
                                                  
120 - SUITE 1620            1             769       4/98       3/08      --          31.52        24,237       5.00       UNLIMITED 
VACANT                      2                                                  4/03  33.00        25,377                            
                                                                                                                                    
                                                  
121 - SUITE 1702-01         1           2,173      11/87      11/97      --          18.00        39,114       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                  
122 - SUITE 1704-02         1           1,000       9/90      12/01      --          34.00        34,000       7.00       UNLIMITED 
[ILLEGIBLE]                 2                                                  9/98  36.00        36,000                            
                                                                                                                                    
                                                  
123 - SUITE 1708            1           4,496       1/99      12/08      --          21.64        97,304       5.00       UNLIMITED 
[ILLEGIBLE]                 5                                                  1/04  22.00        98,192                            
                                                                                                                                    
                                                  
124 - SUITE 1710-02         1           1,399      10/98       9/08      --          28.37        39,684       5.00       UNLIMITED 
VACANT                      3                                                 10/03  29.70        41,550                            
                                                                                                                                    
                                                  
125 - SUITE 1712-02         1           3,400      10/86       1/97      --          23.00        78,200       6.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       

<CAPTION>
                            BREAKPOINT                                   PRO RATA            % OF RENT     
      TENANT                 (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI   
      ------                 -------           ----------               ----------           -----------   
<S>                         <C>              <C>                           <C>               <C>             
115 - SUITE 1422            NATURAL          CAM1-RECOVERY CAM1            ZERO                            
VACANT                                       TAX1-RECOVERY TAX1            ZERO                            
                                             HVAC & CONTRACT                                               
                                                                                                           
116 - SUITE 1602-01             699          CAM2-RECOVERY CAM2            ZERO                            
CRIBBLES & GIGGLE                            TAX2-RECOVERY TAX2            ZERO                            
                                             ESC RECOVERY                                                  
                                                                                                           
117 - SUITE 1604-06         NATURAL          CAM1-RECOVERY CAM1            ZERO                            
VACANT                                       TAX1-RECOVERY TAX1            ZERO                            
                                             HVAC & CONTRACT                                               
                                                                                                           
118 - SUITE 1606-01           1,780          CAM2-RECOVERY CAM2            ZERO                            
CONTEMPO CASUALS                             TAX2-RECOVERY TAX2            ZERO                            
                                             ESC RECOVERY                                                  
                                                                                                           
119 - SUITE 1610-02         NATURAL          CAM - CODE 90007                                              
[ILLEGIBLE]                                  TAX - CODE 90008                                              
                                             ESC RECOVERY                                                  
                                                                                                           
120 - SUITE 1620            NATURAL          CAM1-RECOVERY CAM1            ZERO                            
VACANT                                       TAX1-RECOVERY TAX1            ZERO                            
                                             HVAC & CONTRACT                                               
                                                                                                           
121 - SUITE 1702-01             652          CAM2-RECOVERY CAM2            ZERO                            
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                            
                                             ESC RECOVERY                                                  
                                                                                                           
122 - SUITE 1704-02         NATURAL          CAM2-RECOVERY CAM2            ZERO                            
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                            
                                             ESC RECOVERY                                                  
                                                                                                           
123 - SUITE 1708            NATURAL          CAM1-RECOVERY CAM1            ZERO                            
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                            
                                             HVAC & CONTRACT                                               
                                                                                                           
124 - SUITE 1710-02         NATURAL          CAM1-RECOVERY CAM1            ZERO                            
VACANT                                       TAX1-RECOVERY TAX1            ZERO                            
                                             HVAC & CONTRACT                                               
                                                                                                           
125 - SUITE 1712-02           1,303          CAM2-RECOVERY CAM2            ZERO                            
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                            
                                             ESC RECOVERY                                                  
                     
</TABLE>


<PAGE>

                                                                         PAGE 13

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>  <C>    <C>          <C>          <C>        <C>       
126 - SUITE 1718            1           1,228       1/99      12/08      --          29.22        35,879       5.00       UNLIMITED 
VACANT                      3                                                  1/04  29.70        36,472                            
                                                                                                                                    
                                                                                                                          
127 - SUITE 1812-02         1          11,028      11/94       1/06      --          18.00       198,504       5.00       UNLIMITED 
[ILLEGIBLE]                 7                                                                                                       
                                                                                                                                    
                                                                                                                          
128 - SUITE 2002-01         1           2,364      10/86       1/97      --          11.84        27,990       7.00       UNLIMITED 
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                                                                                          
129 - SUITE 2004            1           2,616       4/99       3/09      --          21.64        56,616       5.00       UNLIMITED 
VACANT                      4                                                  4/04  22.00        57,552                            
                                                                                                                                    
                                                                                                                          
130 - SUITE 2006-01         1             801      10/86       9/98      --          38.00        30,438       5.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                                                                                          
131 - SUITE 2008-01         1           1,732       4/87       3/97      --          30.00        51,960       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                                                                                          
132 - SUITE 2010-06         1           1,729       7/97       6/07      --          27.54        47,617       5.00       UNLIMITED 
VACANT                      3                                                  7/02  29.70        51,351                            
                                                                                                                                    
                                                                                                                          
133 - SUITE 2012-01         1           1,380      11/88      11/98      --          32.00        44,160       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                                                                                          
134 - SUITE 2016-03         1           7,349       6/95       5/05      --          25.00       183,725       6.00       UNLIMITED 
[ILLEGIBLE]                 6                                                                                                       
                                                                                                                                    
                                                                                                                          
135 - SUITE 2020-01         1           6,397       2/87       1/99      --          19.00       121,543       4.00       UNLIMITED 
[ILLEGIBLE]                 6                                                                                                       
                                                                                                                                    
                                                                                                                          
136 - SUITE 2022-01         1             750      10/86       9/96      --          35.00        26,250       8.00       UNLIMITED 
[ILLEGIBLE]                 1                                                                                                       

<CAPTION>
                              BREAKPOINT                                   PRO RATA            % OF RENT      
      TENANT                   (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI    
      ------                   -------           ----------               ----------           -----------    
<S>                           <C>              <C>                           <C>                              
126 - SUITE 1718              NATURAL          CAM1-RECOVERY CAM1            ZERO                             
VACANT                                         TAX1-RECOVERY TAX1            ZERO                             
                                               HVAC & CONTRACT                                                
                                                                                                              
127 - SUITE 1812-02             3,970          CAM - CODE 90004                                               
[ILLEGIBLE]                                    TAX - CODE 90010                                               
                                               ESC RECOVERY                                                   
                                                                                                              
128 - SUITE 2002-01               400          CAM2-RECOVERY CAM2            ZERO                             
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                             
                                               ESC RECOVERY                                                   
                                                                                                              
129 - SUITE 2004              NATURAL          CAM1-RECOVERY CAM1            ZERO                             
VACANT                                         TAX1-RECOVERY TAX1            ZERO                             
                                               HVAC & CONTRACT                                                
                                                                                                              
130 - SUITE 2006-01               609          CAM2-RECOVERY CAM2            ZERO                             
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                             
                                               ESC RECOVERY                                                   
                                                                                                              
131 - SUITE 2008-01               866          CAM2-RECOVERY CAM2            ZERO                             
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                             
                                               ESC RECOVERY                                                   
                                                                                                              
132 - SUITE 2010-06           NATURAL          CAM1-RECOVERY CAM1            ZERO                             
VACANT                                         TAX1-RECOVERY TAX1            ZERO                             
                                               HVAC & CONTRACT                                                
                                                                                                              
133 - SUITE 2012-01               883          CAM2-RECOVERY CAM2            ZERO                             
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                             
                                               ESC RECOVERY                                                   
                                                                                                              
134 - SUITE 2016-03             3,062          CAM - CODE 90006                                               
[ILLEGIBLE]                                    TAX - CODE 90012                                                
                                               ESC RECOVERY                                                   
                                                                                                              
135 - SUITE 2020-01             3,039          CAM2-RECOVERY CAM2            ZERO                             
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                             
                                               ESC RECOVERY                                                   
                                                                                                              
136 - SUITE 2022-01               328          CAM2-RECOVERY CAM2            ZERO                             
[ILLEGIBLE]                                    TAX2-RECOVERY TAX2            ZERO                             
                                               ESC RECOVERY                                                   
                       
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                         PAGE 14

<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                         <C>         <C>        <C>        <C>        <C>  <C>    <C>         <C>          <C>        <C>        
137 - SUITE 2024-01         1           2,428       8/94      12/01      --          17.94        43,558        --           --     
[ILLEGIBLE]                 4                                                                                                       
                                                                                                                                    
                                                  
138 - SUITE 2102-05         1           4,149       7/99       6/09      --          21.64        89,794       5.00      UNLIMITED  
[ILLEGIBLE]                 5                                                  7/04  22.00        91,278                            
                                                                                                                                    
                                                                                                                          
139 - SUITE 2104-01         1           5,931      10/90      11/00      --          24.00       142,344       5.00       UNLIMITED 
[ILLEGIBLE]                 6                                                                                                       
                                                                                                                                    
                                                                                                                          
140 - SUITE 2108-01         1           1,369      10/86       9/96      --          36.52        49,996       6.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                                                                                          
141 - SUITE 2110-02         1           1,696       5/90       1/99      --          25.00        42,400       7.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       
                                                                                                                                    
                                                                                                                          
142 - SUITE 2114            1             933       4/99       3/09      --          32.46        30,288       5.00       UNLIMITED 
[ILLEGIBLE]                 2                                                  4/04  33.00        30,789                            
                                                                                                                                    
                                                                                                                          
143 - SUITE 2116            1           1,340       7/99       6/09      --          29.22        39,151       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                  7/04  29.70        39,798                            
                                                                                                                                    
                                                                                                                          
144 - SUITE 2202-02         1           1,100       5/92       4/97      --          27.00        29,700       7.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                          
145 - SUITE 2204-03         1           1,197       3/95       3/05      --          38.10        45,606       8.00       UNLIMITED 
[ILLEGIBLE]                 2                                                                                                       
                                                                                                                                    
                                                                                                                          
146 - SUITE 2206-02         1           9,031      11/94      12/04      --          20.00       180,620       5.00       UNLIMITED 
[ILLEGIBLE]                 6                                                                                                       
                                                                                                                                    
                                                                                                                          
147 - SUITE 2216            1           1,917       4/99      12/00      --          29.22        56,009       5.00       UNLIMITED 
[ILLEGIBLE]                 3                                                                                                       

<CAPTION>
                            BREAKPOINT                                   PRO RATA            % OF RENT           
      TENANT                 (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI         
      ------                 -------           ----------               ----------           -----------         
<S>                        <C>               <C>                           <C>               <C>                 
137 - SUITE 2024-01            --            CAM1-RECOVERY CAM1            ZERO                                  
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                                  
                                             HVAC & CONTRACT                                                     
                                                                                                                 
138 - SUITE 2102-05        NATURAL           CAM1-RECOVERY CAM1            ZERO                                  
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                                  
                                             HVAC & CONTRACT                                                     
                                                                                                                 
139 - SUITE 2104-01           2,847          CAM2-RECOVERY CAM2            ZERO                                  
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                                  
                                             ESC RECOVERY                                                        
                                                                                                                 
140 - SUITE 2108-01             833          CAM2-RECOVERY CAM2            ZERO                                  
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                                  
                                             ESC RECOVERY                                                        
                                                                                                                 
141 - SUITE 2110-02             606          CAM2-RECOVERY CAM2            ZERO                                  
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                                  
                                             ESC RECOVERY                                                        
                                                                                                                 
142 - SUITE 2114            NATURAL          CAM1-RECOVERY CAM1            ZERO                                  
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                                  
                                             HVAC & CONTRACT                                                     
                                                                                                                 
143 - SUITE 2116            NATURAL          CAM1-RECOVERY CAM1            ZERO                                  
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                                  
                                             HVAC & CONTRACT                                                     
                                                                                                                 
144 - SUITE 2202-02             495          CAM1- CODE 90002              ZERO                                  
[ILLEGIBLE]                                  TAX2- RECOVERY TAX2           ZERO                                  
                                                                                                                 
145 - SUITE 2204-03             570          CAM - CODE 90006                                                    
[ILLEGIBLE]                                  TAX - CODE 90012                                                    
                                             ESC RECOVERY                                                        
                                                                                                                 
146 - SUITE 2206-02           3,612          CAM - CODE 90016                                                    
[ILLEGIBLE]                                  TAX2-RECOVERY TAX2            ZERO                                  
                                             ESC RECOVERY                                                        
                                                                                                                 
147 - SUITE 2216            NATURAL          CAM1-RECOVERY CAM1            ZERO                                      
[ILLEGIBLE]                                  TAX1-RECOVERY TAX1            ZERO                                  
                                             HVAC & CONTRACT                                                     
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 15
<TABLE>
<CAPTION>
                         PRIMARY/                                                               ANNUAL
                         SECONDARY      SQUARE     LEASE      LEASE    OPTION      MINIMUM      MINIMUM      OVERAGE      CEILING   
      TENANT              CODES          FEET      BEGIN       END      #/MOS      RENT/SF       RENT           %         (000'S)   
      ------              -----          ----      -----       ---      -----      -------       ----        -------      -------   
<S>                        <C>        <C>          <C>        <C>       <C>    <C>    <C>        <C>           <C>        <C>       


148 - SUITE 9020-01         4          84,082      10/85      10/10      --           0.00             0        --          --      
[ILLEGIBLE]                10                                                                                                       
                                                                                                                                    
149 - SUITE 9020-01         4         117,940      10/85      10/05      --           0.00             0        --          --      
[ILLEGIBLE]                10                                                                                                       
                                                                        1-120         0.00             0        --          --      
                                                                                                                                    
150- SUITE 9040-01          4         235,518      10/86       9/01      --           0.00             0        --          --      
[ILLEGIBLE]                10                                                                                                       
                                                                                                                                    
                                                                        1-120         0.00             0        --          --      
                                                                                                                                    
                                                   
151- SUITE 9050-01          4          46,600      7/92        9/11      --           3.75       174,750       2.50       UNLIMITED 
[ILLEGIBLE]                10                                                                                                       

                                      -------
                                      910,555
                                      =======







                      
                             BREAKPOINT                                   PRO RATA            % OF RENT          
      TENANT                  (000'S)           RECOVERIES               SHARE BASE           SUBJ TO CPI        
      ------                  -------           ----------               ----------           -----------        
<S>                            <C>               <C>                           <C>            <C>                   
                                                                                                                 
                                                                                                                 
148 - SUITE 9020-01              --           CAM CONTRIBUTION                                                   
[ILLEGIBLE]                                   ESC RECOVERY                                                       
                                                                                                                 
149 - SUITE 9020-01              --           CAM CONTRIBUTION                                                   
[ILLEGIBLE]                                                                                                      
                                 --           CAM CONTRIBUTION                                                   
                                                                                                                 
150- SUITE 9040-01               --           CAM CONTRIBUTION                                                   
[ILLEGIBLE]                                   ESC RECOVERY                                                       
                                                                                                                 
                                 --           CAM CONTRIBUTION                                                   
                                              ESC RECOVERY                                                       
                                                                                                                 
151- SUITE 9050-01             6,990          CAM CONTRIBUTION                                                   
[ILLEGIBLE]                                   TAX2 - RECOVERY TAX2          ZERO                                 
                                                                                                                 
                      

</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                            THE ESPLANDE (KENNER, LA)
                            PROJECT DESIGNATOR: 6063
                            REVISION: 6/ 3/96 @ 13:47
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS
                                 6/ 3/96 @ 16:22




BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF THE ESPLANDE (KENNER, LA) BEGINNING 6/1995
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

SGLA
DESCRIBED AS GROSS LEASABLE AREA; MALL SHOP TENANTS
1995 VALUE - 366,415
1996 VALUE - 366,415 
THEREAFTER - CONSTANT

AGLA
DESCRIBED AS GROSS LEASABLE AREA; ANCHOR TENANTS
1995 VALUE - 544,140
1996 VALUE - 544,140 
THEREAFTER - CONSTANT

OGLA
DESCRIBED AS GROSS LEASABLE AREA; TOTAL OWNED GLA
1995 VALUE - 413,015
1996 VALUE - 413,015 
THEREAFTER - CONSTANT

FDCT
DESCRIBED AS GROSS LEASED AREA OF FOOD COURT; USED FOR RECOVERY OF FOOD COURT 
MAINTENANCE
1995 VALUE - 8,586
THEREAFTER - CONSTANT

REST
DESCRIBED AS GROSS LEASABLE AREA OF RESTAURANT (RUBY TUESDAYS); EXCLUDED FROM
GLA FOR CAM & RET RECOVERIES
1995 VALUE - 4,514
THEREAFTER - CONSTANT

OCCA
DESCRIBED AS GROSS OCCUPIED AREA OF MALL; USED AS BASIS FOR CAM & RET RECOVERIES
(EXCLUDES ANCHORS)
1995 VALUE - 277,432 
1996 VALUE - 293,814 
1997 VALUE - 311,397 
1998 VALUE - 338,293 
1999 VALUE - 358,033 
2000 VALUE - 361,512 
2001 VALUE - 362,228 
2002 VALUE - 363,232 
2003 VALUE - 363,603 
2004 VALUE - 361,976
2005 VALUE - 358,748 
2006 VALUE - 357,738 
2007 VALUE - 357,741 
2008 VALUE - 356,062 
2009 VALUE - 356,597 
THEREAFTER - CONSTANT

STD
DESCRIBED AS GROSS OCCUPIED AREA; USED FOR CAM & RET RECOVERIES (STANDARD 
LEASE FORM)
+100.0% OF OCCA-100.0% OF REST


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 2


TAX1
DESCRIBED AS DESCRIBED AS OWNED OCCUPIED AREA (EOY), USED FOR TAX RECOVERY
1995 VALUE - 362,683
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

SALG
DESCRIBED AS GROWTH RATE FACTOR; SALES GROWTH
1995 VALUE - 3.00
1996 VALUE - 3.00 
THEREAFTER - CONSTANT

RENG
DESCRIBED AS GROWTH RATE FACTOR; MARKET RENT GROWTH
1995 VALUE - 0.00
1996 VALUE - 2.00 
1997 VALUE - 3.00 
THEREAFTER - CONSTANT

EXPG
DESCRIBED AS GROWTH RATE FACTOR; GENERAL EXPENSE GROWTH
1995 VALUE - 3.50
1996 VALUE - 3.50 
THEREAFTER - CONSTANT

TAXG
DESCRIBED AS GROWTH RATE FACTOR; TAX EXPENSE GROWTH
1995 VALUE - 3.50
1996 VALUE - 3.50 
THEREAFTER - CONSTANT

UTLG
DESCRIBED AS GROWTH RATE FACTOR; MISCELLANEOUS INCOME GROWTH
1995 VALUE - 2.00
1996 VALUE - 2.00 
THEREAFTER - CONSTANT

MISG
1995 VALUE - 3.00
1996 VALUE - 3.00 
THEREAFTER - CONSTANT


MARKET RATES
- ------------

MKT1
DESCRIBED AS MARKET RENTAL RATE; TENANTS < 750 SQ/FT
1995 VALUE - 38.00
1996 VALUE - 38.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS MARKET RENTAL RATE; TENANTS 751-1200 SQ/FT
1995 VALUE - 30.00
1996 VALUE - 30.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT3
DESCRIBED AS MARKET RENTAL RATE; TENANTS 1201-2000 SO/FT
1995 VALUE - 27.00
1996 VALUE - 27.00
THEREAFTER - GROWING AT GROWTH RATE RENG


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 3


MKT4
DESCRIBED AS MARKET RENTAL RATE; TENANTS 2001-3500 SQ/FT
1995 VALUE - 20.00
1996 VALUE - 20.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT5
DESCRIBED AS MARKET RENTAL RATE; TENANTS 3501-5000 SO/FT
1995 VALUE - 20.00
1996 VALUE - 20.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT6
DESCRIBED AS MARKET RENTAL RATE; TENANTS 5001-10000 SQ/FT
1995 VALUE - 19.00
1996 VALUE - 19.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT7
DESCRIBED AS MARKET RENTAL RATE; TENANTS > 10000 SQ/FT
1995 VALUE - 18.00
1996 VALUE - 18.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT8
DESCRIBED AS MARKET RENTAL RATE; FOOD COURT TENANTS
1995 VALUE - 40.00
1996 VALUE - 40.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT9
DESCRIBED AS MARKET RENTAL RATE; KIOSK TENANTS
1995 VALUE -  100
1996 VALUE -  100
THEREAFTER - GROWING AT GROWTH RATE RENG

MKTO
DESCRIBED AS  MARKET RENTAL RATE; OTHER
1995 VALUE - 4.00
1996 VALUE - 4.00
THEREAFTER - GROWING AT GROWTH RATE RENG

ALTN
DESCRIBED AS ALTERATION  RATE; NEW TENANTS
1995 VALUE - 10.00
1996 VALUE - 10.00
THEREAFTER - GROWING AT  GROWTH RATE EXPG

ALTR
DESCRIBED AS ALTERATION RATE; RENEWAL TENANTS
1995 VALUE - 2.00
1996 VALUE - 2.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ALTB
DESCRIBED AS  ALTERATION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30.0% OF ALTN +70.0% OF ALTR

COMN
DESCRIBED AS COMMISSION  RATE; NEW TENANTS
1995 VALUE - 3.50 
1996 VALUE - 3.50 
1997 VALUE - 3.50 
1998 VALUE - 3.50
1999 VALUE - 3.50 
2000 VALUE - 3.50 
2001 VALUE - 4.00 
2002 VALUE - 4.00


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 4

2003 VALUE - 4.00 
2004 VALUE - 4.00
2005 VALUE - 4.00 
2006 VALUE - 4.50
THEREAFTER - CONSTANT

COMR
DESCRIBED AS  COMMISSION RATE; RENEWAL TENANTS
1995 VALUE - 1.50 
1996 VALUE - 1.50 
1997 VALUE - 1.50 
1998 VALUE - 1.50
1999 VALUE - 1.50 
2000 VALUE - 1.50 
2001 VALUE - 1.75 
2002 VALUE - 1.75
2003 VALUE - 1.75 
2004 VALUE - 1.75 
2005 VALUE - 1.75 
2006 VALUE - 2.00
THEREAFTER - CONSTANT

COMB
DESCRIBED AS COMMISSION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30.0% OF COMN +70.0% OF COMR

RESX
DESCRIBED AS EXPENSE RATE; RESERVES FOR REPLACEMENT
1995 VALUE - 0.20
1996 VALUE - 0.20
THEREAFTER - GROWING AT GROWTH RATE EXPG

UTLR
DESCRIBED AS EXPENSE RATE; MALL SHOP UTILITIES
1995 VALUE - 0.00
1996 VALUE - 0.00
THEREAFTER - GROWING AT GROWTH RATE UTLG

W/SR
DESCRIBED AS EXPENSE RATE; MALL SHOP WATER/SEWER
1995 VALUE - 0.00
1996 VALUE - 0.00
THEREAFTER - GROWING AT GROWTH RATE UTLG

TSLE
1995 VALUE - 265
1996 VALUE - 265
THEREAFTER - GROWING AT GROWTH RATE SALG


MISCELLANEOUS INCOMES
- ---------------------

TEMPORARY INCOME
1995 VALUE - 250,000
1996 VALUE - 250,000
THEREAFTER - GROWING AT  GROWTH RATE MISG

MISCELLANEOUS
1995 VALUE - 25,000
1996 VALUE - 25,000
THEREAFTER - GROWING AT GROWTH RATE MISG


EXPENSES
- --------

COMMON AREA MAINT., REFERRED TO AS CAMX


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 5


DESCRIBED AS COMMON AREA MAINTENANCE; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 2,220,000
1996 VALUE - 2,220,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

CMGT-MGMT.FEE       , REFERRED TO AS CMGT
DESCRIBED AS NON-RECOVERABLE EXPENSE; MANAGEMENT
AN INFORMATIONAL EXPENSE
ZERO

CANC-ANCHOR CONT.     , REFERRED TO AS CANC
DESCRIBED AS COMMON AREA MAINTENANCE; ANCHOR CONTRIBUTION POOL
AN INFORMATIONAL EXPENSE
1995 VALUE   -   309,044
1996 VALUE   -   309,044
1997 VALUE   -   309,044
1998 VALUE   -   309,044
1999 VALUE   -   309,044
2000 VALUE   -   309,044
2001 VALUE   -   309,044
2002 VALUE   -   309,044
2003 VALUE   -   309,044
2004 VALUE   -   309,044
2005 VALUE   -   309,044
2006 VALUE   -   309,044
2007 VALUE   -   309,044
2008 VALUE   -   309,044
2009 VALUE   -   309,044
THEREAFTER  -  CONSTANT

CAM AMORTIZATION         , REFERRED TO AS CAMT
DESCRIBED AS COMMON AREA MAINTENANCE; CAPITAL EXPENSE AMORTIZATION
ADDED TO CAM FOR TENANT RECOVERY
AN INFORMATIONAL EXPENSE
1995 VALUE - 50,717
THEREAFTER - CONSTANT

CAM - RESTAURANT         , REFERRED TO AS CRST
DESCRIBED AS COMMON AREA MAINTENANCE; RESTAURANT CONTRIBUTION POOL
AN INFORMATIONAL EXPENSE
1995 VALUE   -    29,824
1996 VALUE   -    29,824
1997 VALUE   -    30,982
1998 VALUE   -    32,180
1999 VALUE   -    33,420
2000 VALUE   -    28,920
2001 VALUE   -    36,107
2002 VALUE   -    37,367
2003 VALUE   -    38,692
2004 VALUE   -    40,287
2005 VALUE   -    42,483
2006 VALUE   -    45,771
2007 VALUE   -    46,979
2008 VALUE   -    48,833
2009 VALUE   -    50,640
THEREAFTER  -  CONSTANT

CAM - TEMPORARY          , REFERRED TO AS CTMP
DESCRIBED AS COMMON AREA MAINTENANCE; TEMPORARY TENANT POOL
AN INFORMATIONAL EXPENSE
1995 VALUE - 7,294
1996 VALUE - 7,294
THEREAFTER - GROWING AT GROWTH RATE EXPG

CAMl-RECOVERY CAM1, REFERRED TO AS CAM1
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 6


+115.0% OF CAMX+115.0% OF CAMT
- -100.0% OF CANC-100.0% OF CRST
- -100.0% OF CTMP

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX+115.0% OF CAMT
- -100.0% OF CANC-100.0% OF CTMP

REAL ESTATE TAXES        , REFERRED TO AS TAXX
DESCRIBED AS REAL ESTATE TAXES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 500,000
1996 VALUE - 500,000
THEREAFTER - GROWING AT GROWTH RATE TAXG

TANC-ANCHOR CONT.        , REFERRED TO AS TANC
DESCRIBED AS REAL ESTATE TAXES; ANCHOR TAX CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
1995 VALUE - 55,559
1996 VALUE - 55,559
THEREAFTER - GROWING AT GROWTH RATE TAXG

TAX-RESTAURANT      , REFERRED TO AS TRST
DESCRIBED AS REAL ESTATE TAXES; RESTAURANT CONTRIBUTION
AN INFORMATIONAL EXPENSE 
1995 VALUE - 5,655 
1996 VALUE - 5,655 
1997 VALUE - 5,853 
1998 VALUE - 6,058 
1999 VALUE - 6,270 
2000 VALUE - 5,408
2001 VALUE - 6,658 
2002 VALUE - 6,663 
2003 VALUE - 6,889 
2004 VALUE - 7,163 
2005 VALUE - 7,481 
2006 VALUE - 7,746 
2007 VALUE - 7,953 
2008 VALUE - 8,269 
2009 VALUE - 8,577 
THEREAFTER - CONSTANT

TAX-TEMPORARY       , REFERRED TO AS TTMP
DESCRIBED AS REAL ESTATE TAXES; TEMPORARY TENANT CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
1995 VALUE - 7,294
1996 VALUE - 7,294
THEREAFTER - GROWING AT GROWTH RATE EXPG

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 1
AN INFORMATIONAL EXPENSE
+100.0% OF TAXX-100.0% OF TANC
- -100.0% OF TRST-100.0% OF TTMP

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY PASS-THRU TYPE 2
AN INFORMATIONAL EXPENSE
+100.0% OF TAXX-100.0% OF TTMP

UTILITIES      , REFERRED TO AS UTLX
ESCRIBED AS UTILITIES (HVAC); GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 990,000
1996 VALUE - 990,000
HEREAFTER - GROWING AT GROWTH RATE EXPG


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 7


CONTRACT SERVICES, REFERRED TO AS CTSV
DESCRIBED AS CONTRACT SERVICES (TRASH, WATER/SEWER, MISC); GENERAL EXPENSE 
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 90,000
1996 VALUE - 90,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

FOOD COURT EXPENSE, REFERRED TO AS FCTX
DESCRIBED AS FOOD COURT; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 55,000
1996 VALUE - 55,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

FOOD COURT AMORT., REFERRED TO AS FAMT
DESCRIBED AS FOOD COURT; AMORTIZATION OF CAPITAL EXPENSES
AN INFORMATIONAL EXPENSE
1995 VALUE - 20,972
1996 VALUE - 20,972
THEREAFTER - GROWING AT GROWTH RATE EXPG

FCT-FOOD COURT      , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT; PASS-THROUGH
AN INFORMATIONAL EXPENSE
+115.0% OF FCTX+115.0% OF FAMT

GENERAL & ADMIN.         , REFERRED TO AS G&AX
DESCRIBED AS NON-RECOVERABLE EXPENSE; GENERAL & ADMINISTRATIVE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 183,000
1996 VALUE - 183,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

MARKETING EXPENSE , REFERRED TO AS MKTX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MARKETING
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 90,000
1996 VALUE - 90,000
THEREAFTER - GROWING AT  GROWTH RATE EXPG

MISCELLANEOUS       , REFERRED TO AS MlSX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MISCELLANEOUS
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 36,500
1996 VALUE - 36,500
THEREAFTER - GROWING AT GROWTH RATE EXPG


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1995 VALUE - 3.00 
1996 VALUE - 3.00 
1997 VALUE - 3.00 
1998 VALUE - 5.00
1999 VALUE - 10.00 
THEREAFTER - CONSTANT


MANAGEMENT  FEE
- ---------------

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1995 VALUE - 3.00


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 8


1996 VALUE - 3.00 
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - PERCENT OF EACH YEAR'S RENT WITH EXTENSION:

STANDARD METHOD #2 - 0.000% OF TOTAL RENT

STANDARD METHOD #3 - 0.000% OF TOTAL RENT

STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 -  CASHED OUT

STANDARD METHOD #2 -  CASHED OUT

STANDARD METHOD #3 -  CASHED OUT

STANDARD METHOD #4 -  CASHED OUT

STANDARD METHOD #5 -  CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

CONTRIBUTIONS CONTAINED IN EXPENSE CANC
BASED ON RECOVERIES ASSIGNED TO COST CENTER  2-CAM-ANCHOR TENANTS FOR
THOSE TENANTS WITH THE FOLLOWING PRIMARY CLASSIFICATION CODE(S):
     4 - ANCHOR TENANTS


CAPITAL EXPENDITURES
- --------------------

REPL'MENT RESERVE
MARKET RATE RESX MULTIPLIED BY AREA MEASURE OGLA

CAPITAL REPAIRS


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 9


1995 VALUE  - 0.00
1996 VALUE  - 0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG


PRIMARY CLASSIFICATION CODES
- ----------------------------

     1 - MALL SHOP TENANTS 
     2 - FOOD COURT TENANTS 
     3 - KIOSK TENANTS 
     4 - ANCHOR TENANTS 
     5 - 
     6 -


SECONDARY CLASSIFICATION CODES
- ------------------------------

     1 - TENANTS < 750 
     2 - TENANTS 751-1200 
     3 - TENANTS 1201-2000 
     4 - TENANTS 2001-3500 
     5 - TENANTS 3501-5000 
     6 - TENANTS 5001-10000 
     7 - TENANTS > 10000 
     8 - FOOD COURT TENANTS 
     9 - KIOSK TENANTS 
    10 - ANCHOR TENANTS


COST CENTERS
- -------------

     1 - CAM-MALL SHOPS 
     2 - CAM-ANCHOR TENANTS 
     3 - TAX-MALL SHOPS 
     4 - TAX-ANCHOR TENANTS 
     5 - UTL-UTILITY INCOME 
     6 - W/S-WATER & SEWER 
     7 - HVC-HVAC INCOME 
     8 - FCT-FOOD COURT


SALES VOLUME PROFILE
- --------------------

                PERCENT OF      RELATIVE
 MONTH         ANNUAL SALES      VOLUME
 -----         ------------      ------
  JAN             8.33%            1.00
  FEB             8.33%            1.00
  MAR             8.33%            1.00
  APR             8.33%            1.00
  MAY             8.33%            1.00
  JUN             8.33%            1.00
  JUL             8.33%            1.00
  AUG             8.33%            1.00
  SEP             8.33%            1.00
  OCT             8.33%            1.00
  NOV             8.33%            1.00
  DEC             8.33%            1.00
                -------           -----
  TOTALS        100.00%           12.00
                -------           -----


GLOBAL  RECOVERIES
- ------------------


<PAGE>


CAMl-RECOVERY CAM1, REFERRED TO AS CAM1 
DESCRIBED AS CAM RECOVERY; TYPE 1 
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE STD
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2
DESCRIBED AS CAM RECOVERY; TYPE 2 
ASSIGNED TO COST CENTER  1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE STD
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1 
DESCRIBED AS TAX RECOVERY; TYPE 1 
ASSIGNED TO COST CENTER  3 - TAX-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE STD
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX2
DESCRIBED AS TAX RECOVERY; TYPE 2 
ASSIGNED TO COST CENTER   3 - TAX-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE TAX1
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

HVAC & CONTRACT REFERRED TO AS ULTR 
DESCRIBED AS UTILITY RECOVERY; MALL SHOPS 
ASSIGNED TO COST CENTER 7 - HVC-HVAC INCOME 
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE 
YEAR 1 VALUE   - 4.83/SF 
THEREAFTER     - GROWING AT GROWTH RATE EXPG 
CAP            - NONE

HVAC - FOOD COURT    , REFERRED TO AS ULTF
DESCRIBED AS WATER/SEWER RECOVERY; MALL SHOPS
ASSIGNED TO COST CENTER     7 - HVC-HVAC INCOME
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE 
YEAR 1 VALUE   - 11.20/SF
THEREAFTER     - GROWING AT GROWTH RATE EXPG 
CAP            - NONE

FCT-FOOD COURT     , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT RECOVERY;
ASSIGNED TO COST CENTER     8 - FCT-FOOD COURT
PRO RATA SHARE RECOVERY OF EXPENSE FCTR
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE FDCT
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

GLB1
GLOBAL GROUPING
GLOBAL RECOVERY CAM1
GLOBAL RECOVERY TAX1
GLOBAL RECOVERY ULTR

GLB2


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 11


GLOBAL GROUPING
GLOBAL RECOVERY  CAM1
GLOBAL RECOVERY  TAX1
GLOBAL RECOVERY  ULTF
GLOBAL RECOVERY  FCTR


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO
MARKET


REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

# 1 - MKT1
BASE LEASE DATES:   1/1996 TO 12/2005
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1  MALL SHOP TENANTS
SECONDARY CODE:          1  TENANTS < 750
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>

         LENGTH            VACANT         SQ. FT.       MONTHS OF    
TERM   YEARS. MONTHS       MONTHS        INCREASE       FREE RENT    COMMISSIONS         ALTERATIONS
- ----   -------------       ------        --------       ---------    -----------         -----------
<S>        <C>               <C>           <C>            <C>            <C>                 <C>            
 1         10.00             2             NONE           NONE           YES                  YES

</TABLE>


RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 12


FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MKT2
BASE LEASE DATES:   1/1996 TO 12/2005
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 -  MALL SHOP TENANTS
SECONDARY CODE:          2 -  TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>

         LENGTH            VACANT         SQ. FT.       MONTHS OF    
TERM   YEARS. MONTHS       MONTHS        INCREASE       FREE RENT    COMMISSIONS         ALTERATIONS
- ----   -------------       ------        --------       ---------    -----------         -----------
<S>        <C>               <C>           <C>            <C>            <C>                 <C>            
 1         10.00             2             NONE           NONE           YES                  YES

</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 13


RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

3 - MKT3
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 1  MALL SHOP TENANTS
SECONDARY CODE:               3  TENANTS 1201-2000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>

         LENGTH            VACANT         SQ. FT.       MONTHS OF    
TERM   YEARS. MONTHS       MONTHS        INCREASE       FREE RENT    COMMISSIONS         ALTERATIONS
- ----   -------------       ------        --------       ---------    -----------         -----------
<S>        <C>               <C>           <C>            <C>            <C>                 <C>            
 1         10.00             2             NONE           NONE           YES                  YES

</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% 
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 4 - MKT4
BASE LEASE DATES:  1/1996 TO 12/2005
TYPE OF TENANT:  RETAIL
SQUARE FOOTAGE:  1


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 14


PRIMARY CODE:            1  MALL SHOP TENANTS
SECONDARY CODE:          4  TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>

         LENGTH            VACANT         SQ. FT.       MONTHS OF    
TERM   YEARS. MONTHS       MONTHS        INCREASE       FREE RENT    COMMISSIONS         ALTERATIONS
- ----   -------------       ------        --------       ---------    -----------         -----------
<S>        <C>               <C>           <C>            <C>            <C>                 <C>            
 1         10.00             2             NONE           NONE           YES                  YES

</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% 
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 5 - MKT5
BASE LEASE DATES:   1/1996 TO 12/2005
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 - MALL SHOP TENANTS
SECONDARY CODE:          5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 15


RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>

         LENGTH            VACANT         SQ. FT.       MONTHS OF    
TERM   YEARS. MONTHS       MONTHS        INCREASE       FREE RENT    COMMISSIONS         ALTERATIONS
- ----   -------------       ------        --------       ---------    -----------         -----------
<S>        <C>               <C>           <C>            <C>            <C>                 <C>            
 1         10.00             2             NONE           NONE           YES                  YES

</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% 
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 6 - MKT6
BASE LEASE DATES:   1/1996 TO 12/2005
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1 MALL SHOP TENANTS
SECONDARY CODE:          6 TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

COMMISSIONS: NONE

ALTERATIONS: NONE


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                         PAGE 16


SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>

         LENGTH            VACANT         SQ. FT.       MONTHS OF    
TERM   YEARS. MONTHS       MONTHS        INCREASE       FREE RENT    COMMISSIONS         ALTERATIONS
- ----   -------------       ------        --------       ---------    -----------         -----------
<S>        <C>               <C>           <C>            <C>            <C>                 <C>            
 1         10.00             2             NONE           NONE           YES                  YES

</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00% 
FROM DATE OF ESTABLISHMENT 
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:     MARKET RATE COMB
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE ALTB
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 7 - MKT7
BASE LEASE DATES:   1/1996 TO 12/2005
TYPE OF TENANT:     RETAIL
SQUARE FOOTAGE:          1
PRIMARY CODE:            1   MALL SHOP TENANTS
SECONDARY CODE:          7   TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

<TABLE>
<CAPTION>

         LENGTH            VACANT         SQ. FT.       MONTHS OF    
TERM   YEARS. MONTHS       MONTHS        INCREASE       FREE RENT    COMMISSIONS         ALTERATIONS
- ----   -------------       ------        --------       ---------    -----------         -----------
<S>        <C>               <C>           <C>            <C>            <C>                 <C>            
 1         10.00             2             NONE           NONE           YES                  YES

</TABLE>

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT  0.00%,
FROM DATE OF ESTABLISHMENT




                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                                         PAGE 17



WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB1

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALT8
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 8 - MKT8-FOOD COURT
BASE LEASE DATES:        1/1996 TO 12/2005
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 2 11-11  FOOD COURT TENANTS
SECONDARY CODE:               8 11-11  FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER      - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB2

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH        VACANT    SQ FT    MONTHS OF
TERM  YEARS.MONTHS     MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----  ------------     ------  --------   ---------   -----------   -----------
  1      10.00           2      NONE        NONE         YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT        0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB2



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                         PACE 18



RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 9 - MKT9-KIOSKS
BASE LEASE DATES:        1/1996 TO 12/2000
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
PRIMARY CODE:                 3 - KIOSK TENANTS
SECONDARY CODE:               9 - KIOSK TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -            0/YEAR
THEREAFTER    - GROWING AT   0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

        LENGTH         VACANT   SQ FT    MONTHS OF
TERM  YEARS.MONTHS     MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ---- ------------     ------  --------   ---------   -----------   -----------
  1      5.00           2       NONE         NONE        YES            NO
  2      5.00           2       NONE         NONE        YES            NO

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT9
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT        0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 36
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES: NONE

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   NONE








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                            THE ESPLANDE (KENNER, LA)
                            PROJECT DESIGNATOR: 6063
                            REVISION: 6/ 3/96 @ 13:47
                                 TENANT REGISTER
                                 6/ 3/96 @ 16:24




              TENANT                          SQUARE FEET  BEGIN DATE   END DATE
- ----------------------------------------      -----------  ----------   --------

#  1 - SUITE 102-01     ECKERD DRUGS                7,522     10/1985    10/2000
#  2 - SUITE 104-01     RAVE                        2,275     11/1985     1/1997
#  3 - SUITE 106-01     PRINTS PLUS                 1,750      4/1986     4/1998
#  4 - SUITE 108-02     LANE BRYANT                 6,899     11/1993     1/2006
#  5 - SUITE 111-02     EASY SPIRIT                 1,100     10/1985    10/2002
#  6 - SUITE 112-04     CAFE DUMONDE                2,386     11/1993    12/2003
#  7 - SUITE 116        VACANT                        851     10/1996     9/2006
#  8 - SUITE 118-01     HEAKIN RESEARCH             1,344      8/1989     8/1999
#  9 - SUITE 202-01     CAMELOT MUSIC               8,643     11/1993     1/2004
# 10 - SUITE 208-01     VISION PLAZA                3,266      3/1990     2/2000
# 11 - SUITE 0210       VACANT                      4,489     10/1996     9/2006
# 12 - SUITE 212-01     J RIGGINS                   2,312     10/1985    10/1997
# 13 - SUITE 214-01     PAUL HARRIS                 3,265     10/1985    10/1997
# 14 - SUITE 215-02     GNC                         1,368      2/1996     1/2006
# 15 - SUITE 216-01     UPS N DOWNS                 1,826     10/1985    10/1997
# 16 - SUITE 220-02     ATHLETES FOOT               1,920     11/1994    12/2004
# 17 - SUITE 220-04     LECTHERS                    3,365      6/1996     5/2006
# 18 - SUITE 228-02     LIMITED & LIMITED          13,004      3/1994     3/2009
# 19 - SUITE 234-02     STRUCTURE                   4,078     10/1991     1/2004
# 20 - SUITE 236-02     KAY JEWELERS                1,288      7/1994    12/2004
# 21 - SUITE 241-05     VACANT                        904      1/1997    12/2006
# 22 - SUITE 301        VACANT                        464      1/1997    12/2006
# 23 - SUITE 302-01     H & R BLOCK                 1,091      1/1986     4/1996
# 24 - SUITE 303-03     VICTORIAS SECRET            6,830     10/1993     1/2006
# 25 - SUITE 306-02     WOLF CAMERA                 1,566     11/1995    10/2005
# 26 - SUITE 308-02     SHAAN'S                     1,030      5/1987     4/1997
# 27 - SUITE 310-02     JOHN BAY                    1,200     12/1995    12/2006
# 28 - SUITE 318-01     BANANA REPUBLIC             3,120     10/1987     2/2000
# 29 - SUITE 320-01     SUNCOAST                    3,060      9/1990     1/2001
# 30 - SUITE 322-03     BOMBAY COMPANY              4,047      3/1993     4/2003
# 31 - SUITE 324-05     VACANT                      5,868      4/1997     3/2007
# 32 - SUITE 330-01     CASUAL CORNER               5,868     10/1985    10/1997
# 33 - SUITE 332-01     GAP KIDS                    2,900      8/1987     8/1999
# 34 - SUITE 402-04     DISNEY STORE                4,461     10/1994    12/2004
# 35 - SUITE 414-01     BAKER'S                     1,984     10/1985    10/1997
# 36 - SUITE 416        VACANT                      2,082      1/1997    12/2006
# 37 - SUITE 418        VACANT                      3,014      7/1997     6/2007
# 38 - SUITE 420        FOOTLOCKER                  3,225      4/1996     3/2006
# 39 - SUITE 502-02     GYMBORE                     1,360      4/1994     1/2005
# 40 - SUITE 503-02     PERLIS CRAWFISH               650      5/1995     4/2000
# 41 - SUITE 504-01     JEANS WEST                  1,123      7/1986     7/1998
# 42 - SUITE 506-01     REGIS HAIRSTYLES            1,016      2/1987     2/1997
# 43 - SUITE 508-01     FOOTLOCKER                  2,133     10/1985     3/1996
# 44 - SUITE 602-01     AMERICA'S BEST CO.          4,112      7/1992     6/2002
# 45 - SUITE 604        VACANT                      3,550     10/1997     9/2007
# 46 - SUITE 606-01     RADIO SHACK                 2,753     10/1985    10/1997
# 47 - SUITE 608-02     THE AVENUE                  3,186      7/1995    10/2005
# 48 - SUITE 610-01     CHAMPS                      4,884     10/1985    10/1996
# 49 - SUITE 612-01     9 WEST                      1,440     10/1985    10/1996
# 50 - SUITE 613-03     ELECTRONICS BOUTIQ          1,010      7/1994     7/2004
# 51 - SUITE 614-03     VACANT                        620      1/1997    12/2006
# 52 - SUITE 615-01     VACANT                      1,450      1/1997    12/2006
# 53 - SUITE 616        VACANT                        414     10/1997     9/2007
# 54 - SUITE 617        VACANT                        803      7/1997     6/2007
# 55 - SUITE 618        VACANT                        362     10/1997     9/2007
# 56 - SUITE 702-01     KAY BEE TOYS                3,270     10/1985    10/1997
# 57 - SUITE 704-02     EVERYTING A $1              2,938     10/1991    12/2001
# 58 - SUITE 706-03     FAMILY BOOKSTORE            2,288     10/1994     8/2000
# 59 - SUITE 708        VACANT                      3,051      1/1998    12/2007
# 60 - SUITE 710-01     COUNTY SEAT                 3,678      9/1986     9/1996
# 61 - SUITE 711-02     FRIEDMAN'S JEWELER          1,467      7/1995     6/2005
# 62 - SUITE 714-01     NATURALIZER SHOE              871     10/1985    10/1996





                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

THE ESPLANDE (KENNER, LA)                                                 PAGE 2



              TENANT                          SQUARE FEET  BEGIN DATE   END DATE
- ----------------------------------------      -----------  ----------   --------

# 63 - SUITE 716-03     SWENSEN'S                     642      6/1995    12/2005
# 64 - SUITE 718-01     RUBY'S TUESDAY              4,514     10/1985    10/2000
# 65 - SUITE 802        VACANT                      1,454      7/1998     6/2008
# 66 - SUITE 804        VACANT                        889     10/1997     9/2007
# 67 - SUITE 806        VACANT                        285     10/1997     9/2007
# 68 - SUITE 808-02     MITCHELL'S FORMAL             800     11/1995    10/2005
# 69 - SUITE 810-02     BARNIE'S COFFEE               730     12/1988    12/1996
# 70 - SUITE 811-01     THE SUNGLASS CO.              491     10/1986    10/1996
# 71 - SUITE 812-02     AFTERTHOUGHTS                 735      5/1990     4/2000
# 72 - SUITE 814-02     9 & Co.                     1,869     12/1993    12/2003
# 73 - SUITE 815-02     TOP LINE NAILS              1,249     12/1991    11/1997
# 74 - SUITE 816-01     ESPLANDE DENTAL             2,258      8/1988     7/1998
# 75 - SUITE 818-01     CHALLENGES                  1,286     11/1988    11/1998
# 76 - SUITE 819-01     TROPIK SUN FRUIT              222      9/1986    12/1999
# 77 - SUITE 822-02     MANCHU WOK                    630     11/1995     1/2006
# 78 - SUITE 824        VACANT                        711      4/1998     3/2008
# 79 - SUITE 826-03     WENDY'S                     1,161     10/1991     7/1999
# 80 - SUITE 828-01     TACO BELL                     738     10/1985    10/1996
# 81 - SUITE 830-01     SBARRO                      1,385     11/1993    11/2003
# 82 - SUITE 834-01     A & W                         630     11/1990    10/2000
# 83 - SUITE 836-02     ARBY'S                        630     11/1989    11/1999
# 84 - SUITE 838-01     FRULLATI                      680      9/1995    12/2005
# 85 - SUITE 1001-01    ZALES JEWELERS              1,002     10/1985    10/1997
# 86 - SUITE 1002-01    FIRST NATIONAL                 60      7/1994    12/1997
# 87 - SUITE 1003       VACANT                      1,320      4/1998     3/2008
# 88 - SUITE 1004-04    VACANT                      2,581      1/1998    12/2007
# 89 - SUITE 1006-01    CHICK-FIL-A                 2,088     10/1985    10/2000
# 90 - SUITE 1008-01    DECK THE HALLS              1,420     10/1985    10/2005
# 91 - SUITE 1010-02    WICK'S & STICKS               928     11/1995    12/2005
# 92 - SUITE 1012-01    PETITE SOPHISTICAT          1,586     10/1985    10/1997
# 93 - SUITE 1014       VACANT                      2,442      4/1998     3/2008
# 94 - SUITE 1016-02    LILLIE RUBIN                2,991     11/1995    10/2005
# 95 - SUITE 1018-02    LYNN'S HALLMARK             3,236      9/1993     8/2005
# 96 - SUITE 1020-04    GADZOOKS                    2,187     11/1993    12/2003
# 97 - SUITE 1104-02    LERNER NY                  12,135      1/1991     1/2003
# 98 - SUITE 1106       VACANT                        133      4/1998     3/2008
# 99 - SUITE 1202-01    PAYLESS SHOES               2,626     11/1988    11/1998
#100 - SUITE 1204       VACANT                        442      7/1998     6/2008
#101 - SUITE 1206-02    GREAT AMERICAN CO.            586     11/1995    10/2005
#102 - SUITE 1208-01    DOLCIS                      1,750     10/1985    10/2005
#103 - SUITE 1210-02    LADY FOOTLOCKER             1,100      3/1990     3/2000
#104 - SUITE 1212-01    BUTTERFIELDS                1,080      4/1987     3/1997
#105 - SUITE 1214-02    RACK ROOM                   5,770      6/1994     7/2004
#106 - SUITE 1216       VACANT                      2,064      7/1998     6/2008
#107 - SUITE 1302-01    BAILEY, BANKS & B           2,065     10/1985    10/1997
#108 - SUITE 1304-01    MONOGRAM EXPRESS              390     11/1991    10/1999
#109 - SUITE 1306-01    STRIDE RITE                 1,087     10/1985    10/1996
#110 - SUITE 1308-01    SIZE 5-7-9                  1,302     10/1985    10/1997
#111 - SUITE 1309-01    GH BASS                     1,445      4/1986     3/1996
#112 - SUITE 1402-01    AUGUST MAX WOMAN            2,477     10/1986     9/1998
#113 - SUITE 1406-03    BATH & BODY WORKS           2,024      6/1994     6/2006
#114 - SUITE 1408-02    THE GAP                     8,780      9/1993    12/1998
#115 - SUITE 1422       VACANT                      1,841      7/1998     6/2008
#116 - SUITE 1602-01    SCRIBBLES & GIGGLE          2,543     10/1986     9/1996
#117 - SUITE 1604-06    VACANT                      4,489     10/1998     9/2008
#118 - SUITE 1606-01    CONTEMPO CASUALS            3,870     10/1986     9/1998
#119 - SUITE 1610-02    WET SEAL                    4,790     11/1993    11/2005
#120 - SUITE 1620       VACANT                        769      4/1998     3/2008
#121 - SUITE 1702-01    RAPPS LUGAGE                2,173     11/1987    11/1997
#122 - SUITE 1704-02    SANRIO SURPRISE             1,000      9/1990    12/2001
#123 - SUITE 1708       VACANT                      4,496      1/1999    12/2008
#124 - SUITE 1710-02    VACANT                      1,399     10/1998     9/2008
#125 - SUITE 1712-01    CIRCUS WORLD                3,400     10/1986     1/1997
#126 - SUITE 1718       VACANT                      1,228      1/1999    12/2008
#127 - SUITE 1812-02    EXPRESS AND/OR             11,028     11/1994     1/2006
#128 - SUITE 2002-01    MOTHERTIME                  2,364     10/1986     1/1997








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

THE ESPLANDE (KENNER, LA)                                                 PAGE 3




              TENANT                          SQUARE FEET  BEGIN DATE   END DATE
- ----------------------------------------      -----------  ----------   --------

#129 - SUITE 2004       VACANT                      2,616      4/1999     3/2009
#130 - SUITE 2006-01    THIS END UP                   801     10/1986     9/1998
#131 - SUITE 2008-01    FATHER & SONS               1,732      4/1987     3/1997
#132 - SUITE 2010-06    VACANT                      1,729      7/1997     6/2007
#133 - SUITE 2012-01    BABBAGE'S                   1,380     11/1988    11/1998
#134 - SUITE 2016-03    WALDEN BOOKS                7,349      6/1995     5/2005
#135 - SUITE 2020-01    LENS CRAFTER                6,397      2/1987     1/1999
#136 - SUITE 2022-01    CLAIRES BOUTIQUE              750     10/1986     9/1996
#137 - SUITE 2024-01    AT&T PHONE CENTER           2,428      8/1994    12/2001
#138 - SUITE 2102-05    VACANT                      4,149      7/1999     6/2009
#139 - SUITE 2104-01    EDDIE BAUER                 5,931     10/1990    11/2000
#140 - SUITE 2108-01    GORDON'S JEWELERS           1,369     10/1986     9/1996
#141 - SUITE 2110-02    FREDERICK'S OF HOL          1,696      5/1990     1/1999
#142 - SUITE 2114       VACANT                        933      4/1999     3/2009
#143 - SUITE 2116       VACANT                      1,340      7/1999     6/2009
#144 - SUITE 2202-02    OILAN MILLS                 1,100      5/1992     4/1997
#145 - SUITE 2204-03    THINGS REMBERED             1,197      3/1995     3/2005
#146 - SUITE 2206-02    FOOT ACTION                 9,031     11/1994    12/2004
#147 - SUITE 2216       VACANT                      1,917      4/1999    12/2000
#148 - SUITE 9020-01    MERVYN'S                   84,082     10/1985    10/2010
#149 - SUITE 9030-01    DILLARD'S                 177,940     10/1985    10/2005
#150 - SUITE 9040-01    MACY'S                    235,518     10/1986     9/2001
#151 - SUITE 9050-01    DILLARD'S II               46,600      7/1992     9/2011
                                                 --------
       151 TENANTS                                910,555
                                                 ========















                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                            THE ESPLANDE (KENNER, LA)
                            PROJECT DESIGNATOR: 6063
                            REVISION: 6/ 3/96 @ 13:47
                                EXPIRATION REPORT
                        YEARS 1996 To 2010, ALL TENANTS,
                     INCLUDING OPTIONS, EXCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 6/ 3/96 @ 16:25


                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

#111-SUITE 1309-01             INITIAL
GH BASS                 1,445   3/1996     45.00     13.67    58.67     27.00

# 23-SUITE 302-01              INITIAL
H & R BLOCK             1,091   4/1996     30.01     13.09    43.09     30.00
                    ---------             ------    ------   ------    ------
 2 FY 96 EXPIRATIONS    2,536              38.55     13.42    51.97     28.29


# 60-SUITE 710-01              INITIAL
COUNTY SEAT             3,678   9/1996     21.00     11.41    32.41     20.00

#116-SUITE 1602-01             INITIAL
SCRIBBLES & GIGGLE      2,543   9/1996     22.00     12.71    34.71     20.00

#136-SUITE 2022-01             INITIAL
CLAIRES BOUTIQUE          750   9/1996     35.01     13.66    48.67     38.00

#140-SUITE 2108-01             INITIAL
GORDON'S JEWELERS       1,369   9/1996     36.52     14.87    51.38     27.00

# 80-SUITE 828-01              INITIAL
TACO BELL                 738  10/1996     54.20     41.54    95.74     40.00

#109-SUITE 1306-01             INITIAL
STRIDE RITE             1,087  10/1996     33.00     12.84    45.84     30.00

# 49-SUITE 612-01              INITIAL
9 WEST                  1,440  10/1996     40.00     13.02    53.02     27.00

# 48-SUITE 610-01              INITIAL
CHAMPS                  4,884  10/1996     22.00     11.50    33.50     20.00

# 62-SUITE 714-01              INITIAL
NATURALIZER SHOE          871  10/1996     34.44     13.21    47.66     30.00

# 70-SUITE 811-01              INITIAL
THE SUNGLASS CO.          491  10/1996     50.91     15.35    66.26     38.00

# 69-SUITE 810-02              INITIAL
BARNIE'S COFFEE           730  12/1996     50.01      8.43    58.44     38.76

#128-SUITE 2002-01             INITIAL
MOTHERTIME              2,364   1/1997     11.84     16.66    28.50     20.40

#  2-SUITE 104-01              INITIAL
RAVE                    2,275   1/1997     20.00     12.46    32.47     20.40

#125-SUITE 1712-01             INITIAL
CIRCUS WORLD            3,400   1/1997     23.00     14.17    37.17     20.40

# 42-SUITE 506-01              INITIAL
REGIS HAIRSTYLES        1,016   2/1997     35.00     16.63    51.63     30.60




                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                                                          PAGE 2



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

#104-SUITE 1212-01             INITIAL
BUTTERFIELDS            1,080   3/1997     30.00     17.61    47.61     30.60

#131-SUITE 2008-01             INITIAL
FATHER & SONS           1,732   3/1997     30.00     13.01    43.01     27.54

# 26-SUITE 308-02              INITIAL
SHAAN'S                 1,030   4/1997     35.00     14.94    49.93     30.60

#144-SUITE 2202-02             INITIAL
OLAN MILLS              1,100   4/1997     27.00     8.37     35.37     30.60
                    ---------             ------    ------   ------    ------
19 FY 97 EXPIRATIONS   32,578              26.99     13.77    40.76     24.64
                    ---------             ------    ------   ------    ------
21 CUMULATIVE EXPS     35,114              27.82     13.74    41.57     24.90


#107-SUITE 1302-01             INITIAL
BAILEY, BANKS & B       2,065  10/1997     33.06     16.53    49.59     20.40

# 56-SUITE 702-01              INITIAL
KAY BEE TOYS            3,270  10/1997     24.00     11.71    35.71     20.40

#110-SUITE 1308-01             INITIAL
SIZE 5-7-9              1,302  10/1997     22.00     13.84    35.84     27.54

# 35-SUITE 414-01              INITIAL
BAKER'S                 1,984  10/1997     23.00     12.07    35.07     27.54

# 15-SUITE 216-01              INITIAL
UPS N DOWNS             1,826  10/1997     16.00     12.35    28.35     27.54

# 12-SUITE 212-01              INITIAL
J RIGGINS               2,312  10/1997     15.00     12.61    27.61     20.40

# 46-SUITE 606-01              INITIAL
RADIO SHACK             2,753  10/1997     21.00     12.28    33.28     20.40

# 13-SUITE 214-01              INITIAL
PAUL HARRIS             3,265  10/1997     20.00     11.84    31.84     20.40

# 85-SUITE 1001-01             INITIAL
ZALES JEWELERS          1,002  10/1997     52.00     16.80    68.80     30.60

# 92-SUITE 1012-01             INITIAL
PETITE SOPHISTICAT      1,586  10/1997     19.91     12.25    32.16     27.54

# 32-SUITE 330-01              INITIAL
CASUAL CORNER           5,868  10/1997     16.00     11.21    27.21     19.38

# 73-SUITE 815-02              INITIAL
TOP LINE NAILS          1,249  11/1997     12.01      8.82    20.83     27.54

#121-SUITE 1702-01             INITIAL
RAPPS LUGAGE            2,173  11/1997     18.00     11.97    29.97     20.40

# 86-SUITE 1002-01             INITIAL
FIRST NATIONAL             60  12/1997     50.00      0.00    50.00     39.92

# 3-SUITE 106-01               INITIAL
PRINTS PLUS             1,750   4/1998     25.00     12.91    37.91     28.37
                    ---------             ------    ------   ------    ------


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 3



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

15 FY 98 EXPIRATIONS   32,465              21.15     12.33    33.47     22.74
                    ---------             ------    ------   ------    ------
36 CUMULATIVE EXPS     67,579              24.62     13.06    37.68     23.87


# 74-SUITE 816-01              INITIAL
ESPLANDE DENTAL         2,258   7/1998     20.00     13.18    33.18     21.01

# 41-SUITE 504-01              INITIAL
JEANS WEST              1,123   7/1998     31.00     15.83    46.82     31.52

#112-SUITE 1402-01             INITIAL
AUGUST MAX WOMAN        2,477   9/1998     24.00     12.77    36.77     21.01

#130-SUITE 2006-01             INITIAL
THIS END UP               801   9/1998     38.01     14.07    52.07     31.52

#118-SUITE 1606-01             INITIAL
CONTEMPO CASUALS        3,870   9/1998     23.00     11.58    34.58     21.01

# 99-SUITE 1202-01             INITIAL
PAYLESS SHOES           2,626  11/1998     24.00     15.63    39.63     21.01

# 75-SUITE 818-01              INITIAL
CHALLENGES              1,286  11/1998     40.00     27.26    67.26     42.02

#133-SUITE 2012-01             INITIAL
BABBAGE'S               1,380  11/1998     32.00     15.63    47.63     28.37

#114-SUITE 1408-02             INITIAL
THE GAP                 8,780  12/1998     25.00     12.43    37.43     20.56

#141-SUITE 2110-02             INITIAL
FREDERICK'S OF HOL      1,696   1/1999     25.00     14.17    39.17     29.22

#135-SUITE 2020-01             INITIAL
LENS CRAFTER            6,397   1/1999     19.00     15.75    34.75     20.56

                    ---------             ------    ------   ------    ------
11 FY 99 EXPIRATIONS   32,694              24.50     14.28    38.78     22.98
                    ---------             ------    ------   ------    ------
47 CUMULATIVE EXPS    100,273              24.58     13.46    38.04     23.58



# 79-SUITE 826-03              INITIAL
WENDY'S                 1,161   7/1999     38.05     26.48    64.53     43.28

# 33-SUITE 332-01              INITIAL
GAP KIDS                2,900   8/1999     22.00     13.07    35.07     21.64

# 8-SUITE 118-01               INITIAL
HEAKIN RESEARCH         1,344   8/1999     21.72     14.71    36.44     29.22

#108-SUITE 1304-01             INITIAL
MONOGRAM EXPRESS          390  10/1999     66.68     15.91    82.58     41.12

# 83-SUITE 836-02              INITIAL
ARBY'S                    630  11/1999     46.04     34.50    80.53     43.28

# 76-SUITE 819-01              INITIAL
TROPIK SUN FRUIT          222  12/1999    117.14     12.70   129.84     44.58

# 10-SUITE 208-01              INITIAL
VISION PLAZA            3,266   2/2000     22.00     14.93    36.93     22.29



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 4



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

# 28-SUITE 318-01              INITIAL
BANANA REPUBLIC         3,120   2/2000     30.00     14.22    44.22     22.29

#103-SUITE 1210-02             INITIAL
LADY FOOTLOCKER         1,100   3/2000     97.41     18.55   115.95     33.44

# 71-SUITE 812-02              INITIAL
AFTERTHOUGHTS             735   4/2000     48.24     31.02    79.27     44.58

# 40-SUITE 503-02              INITIAL
PERLIS CRAWFISH           650   4/2000     38.46     16.67    55.13     42.35

                    ---------             ------    ------   ------    ------
11 FY100 EXPIRATIONS   15,518              35.52     17.16    52.69     28.67
                    ---------             ------    ------   ------    ------
58 CUMULATIVE EXPS    115,791              26.04     13.96    40.00     24.26


# 58-SUITE 706-03              INITIAL
FAMILY BOOKSTORE        2,288   8/2000     26.20     15.61    41.81     22.29

# 64-SUITE 718-01              INITIAL
RUBY'S TUESDAY          4,514  10/2000     18.50     16.32    34.82     22.29

# 82-SUITE 834-01              INITIAL
A & W                     630  10/2000     39.68     34.91    74.59     44.58

# 89-SUITE 1006-01             INITIAL
CHICK-FIL-A             2,088  10/2000     25.00     18.95    43.95     22.29

#139-SUITE 2104-01             INITIAL
EDDIE BAUER             5,931  11/2000     24.00     15.29    39.29     21.18

#147-SUITE 2216                INITIAL
VACANT                  1,917  12/2000     29.21     13.79    43.00     31.00

# 29-SUITE 320-01              INITIAL
SUNCOAST                3,060   1/2001     32.00     17.09    49.09     22.96

                    ---------             ------    ------   ------    ------
7 FY101 EXPIRATIONS    20,428              25.30     16.66    41.97     23.57

                    ---------             ------    ------   ------    ------
65 CUMULATIVE EXPS    136,219              25.93     14.36    40.29     24.16


# 43-SUITE 508-01              OPTION 1
100% VACATE             2,133   9/2001     38.12     14.82    52.94     22.96

#122-SUITE 1704-02             INITIAL
SANRIO SURPRISE         1,000  12/2001     36.00     16.50    52.50     35.47

# 57-SUITE 704-02              INITIAL
EVERYTING A $1          2,938  12/2001     19.00     16.31    35.31     23.65

#137-SUITE 2024-01             INITIAL
AT&T PHONE CENTER       2,428  12/2001     17.94     15.02    32.96     23.65

# 1-SUITE 102-01               OPTION 1
100% VACATE             7,522   2/2002     21.81     14.40    36.21     22.47

                    ---------             ------    ------   ------    ------
5 FY102 EXPIRATIONS    16,021              23.77     15.03    38.80     23.74
                    ---------             ------    ------   ------    ------
70 CUMULATIVE EXPS    152,240              25.71     14.43    40.14     24.11




                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 5



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

# 44-SUITE 602-01              INITIAL
AMERICA'S BEST CO.      4,112   6/2002     28.36     14.85    43.21     23.65

# 5-SUITE 111-02               INITIAL
EASY SPIRIT             1,100  10/2002     38.50     16.11    54.61     35.47

# 97-SUITE 1104-02             INITIAL
LERNER NY              12,135   1/2003     14.52     18.18    32.70     21.92

# 30-SUITE 322-03              INITIAL
BOMBAY COMPANY          4,047   4/2003     24.00     18.67    42.67     24.36

                    ---------             ------    ------   ------    ------
4 FY103 EXPIRATIONS    21,394              20.21     17.53    37.73     23.41
                    ---------             ------    ------   ------    ------
74 CUMULATIVE EXPS    173,634              25.03     14.81    39.84     24.03



# 81-SUITE 830-01              INITIAL
SBARRO                  1,385  11/2003     52.00     38.66    90.66     48.72

# 96-SUITE 1020-04             INITIAL
GADZOOKS                2,187  12/2003     24.01     17.74    41.75     25.09

# 72-SUITE 814-02              INITIAL
9 & Co.                 1,869  12/2003     28.00     16.10    44.10     33.87

# 6-SUITE 112-04               INITIAL
CAFE DUMONDE            2,386  12/2003     18.10     17.09    35.20     25.09

# 9-SUITE 202-01               INITIAL
CAMELOT MUSIC           8,643   1/2004     20.16     16.74    36.89     23.83

# 19-SUITE 234-02              INITIAL
STRUCTURE               4,078   1/2004     24.00     17.31    41.31     25.09
                    ---------             ------    ------   ------    ------
6 FY104 EXPIRATIONS    20,548              23.95     18.42    42.37     26.95

                    ---------             ------    ------   ------    ------
80 CUMULATIVE EXPS    194,182              24.91     15.19    40.11     24.34



#105-SUITE 1214-02             INITIAL
RACK ROOM               5,770   7/2004     15.00     17.74    32.75     23.83

# 50-SUITE 613-03              INITIAL
ELECTRONICS BOUTIQ      1,010   7/2004     34.65     19.35    54.00     37.63

# 34-SUITE 402-04              INITIAL
DISNEY STORE            4,461  12/2004     23.00     16.71    39.71     25.84

#146-SUITE 2206-02             INITIAL
FOOT ACTION             9,031  12/2004     20.00     10.27    30.27     24.55

# 20-SUITE 236-02              INITIAL
KAY JEWELERS            1,288  12/2004     50.46     18.58    69.04     34.89

# 16-SUITE 220-02              INITIAL
ATHLETES FOOT           1,920  12/2004     28.00     16.59    44.59     34.89

# 39-SUITE 502-02              INITIAL
GYMBORE                 1,360   1/2005     30.15     17.42    47.57     34.89


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 6



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

#145-SUITE 2204-03             INITIAL
THINGS REMBERED         1,197   3/2005     38.10     16.86    54.96     38.76

#134-SUITE 2016-03             INITIAL
WALDEN BOOKS            7,349   5/2005     25.00     14.32    39.32     24.55

                    ---------             ------    ------   ------    ------
9 FY105 EXPIRATIONS    33,386              23.78     14.80    38.58     26.92
                    ---------             ------    ------   ------    ------
89 CUMULATIVE EXPS    227,568              24.75     15.14    39.88     24.72



# 61-SUITE 711-02              INITIAL
FRIEDMAN'S JEWELER      1,467   6/2005     44.31     18.28    62.59     34.89

# 95-SUITE 1018-02             INITIAL
LYNN'S HALLMARK         3,236   8/2005     24.00     13.25    37.25     25.84

# 90-SUITE 1008-01             INITIAL
DECK THE HALLS          1,420  10/2005     39.44     17.43    56.86     34.89

# 47-SUITE 608-02              INITIAL
THE AVENUE              3,186  10/2005     21.37     17.44    38.81     25.84

#101-SUITE 1206-02             INITIAL
GREAT AMERICAN CO.        586  10/2005    110.93     17.45    128.38    49.10

#102-SUITE 1208-01             INITIAL
DOLCIS                  1,750  10/2005     32.00     17.77    49.78     34.89

# 94-SUITE 1016-02             INITIAL
LILLIE RUBIN            2,991  10/2005     18.05     17.44    35.49     25.84

# 68-SUITE 808-02              INITIAL
MITCHELL'S FORMAL         800  10/2005     34.99     17.44    52.44     38.76

# 25-SUITE 306-02              INITIAL
WOLF CAMERA             1,566  10/2005     30.00     17.44    47.44     34.89

#119-SUITE 1610-02             INITIAL
WET SEAL                4,790  11/2005     24.00     16.74    40.74     25.84

# 91-SUITE 1010-02             INITIAL
WICK'S & STICKS           928  12/2005     45.26     17.43    62.69     39.93

# 63-SUITE 716-03              INITIAL
SWENSEN'S                 642  12/2005     54.52     18.39    72.92     50.57

# 84-SUITE 838-01              INITIAL
FRULLATI                  680  12/2005     51.48     40.29    91.76     53.23

# 14-SUITE 215-02              INITIAL
GNC                     1,368   1/2006     32.00     18.99    50.99     35.93

# 4-SUITE 108-02               INITIAL
LANE BRYANT             6,899   1/2006     18.00     15.21    33.21     25.29

#127-SUITE 1812-02             INITIAL
EXPRESS AND/OR         11,028   1/2006     18.00     17.88    35.88     23.96

# 77-SUITE 822-02              INITIAL
MANCHU WOK                630   1/2006    107.94     41.77   149.71     53.23




                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 7



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

# 24-SUITE 303-03              INITIAL
VICTORIAS SECRET        6,830   1/2006     21.00     15.87    36.87     25.29

# 38-SUITE 420                 INITIAL
FOOTLOCKER              3,225   3/2006     30.00     17.86    47.87     26.62

# 17-SUITE 220-04              INITIAL
LECTHERS                3,365   5/2006     27.00     17.86    44.86     26.62

                    ---------             ------    ------   ------    ------
20 FY106 EXPIRATIONS   57,387              26.30     17.44    43.74     28.20
                    ---------             ------    ------   ------    ------
109 CUMULATIVE EXPS   284,955              25.06     15.60    40.66     25.42



#113-SUITE 1406-03             INITIAL
BATH & BODY WORKS       2,024   6/2006     28.35     16.02    44.37     26.62

#  7-SUITE 116                 INITIAL
VACANT                    851   9/2006     41.80     17.85    59.65     39.93

# 11-SUITE 0210                INITIAL
VACANT                  4,489   9/2006     22.00     17.87    39.87     26.62

# 21-SUITE 241-05              INITIAL
VACANT                    904  12/2006     33.00     17.64    50.64     41.12

# 51-SUITE 614-03              INITIAL
VACANT                    620  12/2006     41.81     17.63    59.44     52.09

# 52-SUITE 615-01              INITIAL
VACANT                  1,450  12/2006     29.70     17.63    47.33     37.01

# 27-SUITE 310-02              INITIAL
JOHN BAY                1,200  12/2006     44.29     25.36    69.65     41.12

# 22-SUITE 301                 INITIAL
VACANT                    464  12/2006     41.79     17.66    59.46     52.09

# 36-SUITE 416                 INITIAL
VACANT                  2,082  12/2006     22.00     17.63    39.63     27.42

# 31-SUITE 324-05              INITIAL
VACANT                  5,868   3/2007     19.80     18.28    38.08     26.05

                    ---------             ------    ------   ------    ------
10 FY107 EXPIRATIONS   19,952              26.32     18.19    44.50     30.77

                    ---------             ------    ------   ------    ------
119 CUMULATIVE EXPS   304,907              25.14     15.77    40.91     25.77



#132-SUITE 2010-06             INITIAL
VACANT                  1,729   6/2007     29.70     18.28    47.98     37.01

# 37-SUITE 418                 INITIAL
VACANT                  3,014   6/2007     22.00     18.27    40.28     27.42

# 54-SUITE 617                 INITIAL
VACANT                    803   6/2007     33.00     18.28    51.27     41.12

# 66-SUITE 804                 INITIAL
VACANT                    889   9/2007     33.00     18.28    51.28     41.12








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 8



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

# 67-SUITE 806                 INITIAL
VACANT                    285   9/2007     41.81     18.27    60.08     52.09

# 45-SUITE 604                 INITIAL
VACANT                  3,550   9/2007     22.00     18.28    40.28     27.42

# 55-SUITE 618                 INITIAL
VACANT                    362   9/2007     41.80     18.30    60.10     52.09

# 53-SUITE 616                 INITIAL
VACANT                    414   9/2007     41.80     18.29    60.09     52.09

# 88-SUITE 1004-04             INITIAL
VACANT                  2,581  12/2007     22.00     18.05    40.05     28.24

# 59-SUITE 708                 INITIAL
VACANT                  3,051  12/2007     22.00     18.05    40.05     28.24

#l2O-SUITE 1620                INITIAL
VACANT                    769   3/2008     33.00     18.77    51.78     42.36

# 98-SUITE 1106                INITIAL
VACANT                    133   3/2008     41.77     18.86    60.63     53.65

# 87-SUITE 1003                INITIAL
VACANT                  1,320   3/2008     29.70     18.75    48.45     38.12

# 93-SUITE 1014                INITIAL
VACANT                  2,442   3/2008     22.00     18.76    40.76     28.24

# 78-SUITE 824                 INITIAL
VACANT                    711   3/2008     41.81     18.77    60.57     56.48
                    ---------             ------    ------   ------    ------
15 FY108 EXPIRATIONS   22,053              26.00     18.34    44.34     32.97

                    ---------             ------    ------   ------    ------
134 CUMULATIVE EXPS   326,960              25.20     15.94    41.14     26.25


#115-SUITE 1422                INITIAL
VACANT                  1,841   6/2008     29.70     18.76    48.46     38.12

# 65-SUITE 802                 INITIAL
VACANT                  1,454   6/2008     29.70     18.77    48.47     38.12

#100-SUITE 1204                INITIAL
VACANT                    442   6/2008     41.81     18.76    60.57     53.65

#106-SUITE 1216                INITIAL
VACANT                  2,064   6/2008     22.00     18.76    40.76     28.24

#117-SUITE 1604-06             INITIAL
VACANT                  4,489   9/2008     22.00     18.76    40.76     28.24

#124-SUITE 1710-02             INITIAL
VACANT                  1,399   9/2008     29.70     18.75    48.45     38.12

#126-SUITE 1718                INITIAL
VACANT                  1,228  12/2008     29.70     18.54    48.23     39.27

#123-SUITE 1708                INITIAL
VACANT                  4,496  12/2008     22.00     18.53    40.53     29.09





                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                                          PAGE 9



                                TERM/      BASE              TOTAL     MARKET
    TENANT          SQUARE FT  END DATE  RENT/SF   RECV/SF  RENT/SF   RENT/SF
- ------------------- ---------  --------  -------   -------  -------   -------

#129-SUITE 2004                INITIAL
VACANT                  2,616   3/2009     22.00     19.18    41.18     29.09

#142-SUITE 2114                INITIAL
VACANT                    933   3/2009     33.00     19.19    52.19     43.63

# 18-SUITE 228-02              INITIAL
LIMITED & LIMITED      13,004   3/2009     24.00     17.74    41.74     26.18
                    ---------             ------    ------   ------    ------
11 FY109 EXPIRATIONS   33,966              24.67     18.38    43.04     30.14

                    ---------             ------    ------   ------    ------
145 CUMULATIVE EXPS   360,926              25.15     16.17    41.32     26.62



#143-SUITE 2116                INITIAL
VACANT                  1,340   6/2009     29.70     19.18    48.89     39.27

#138-SUITE 2102-05             INITIAL
VACANT                  4,149   6/2009     22.00     19.18    41.19     29.09

                    ---------             ------    ------   ------    ------
2 FY110 EXPIRATIONS     5,489              23.88     19.18    43.07     31.57
                    ---------             ------    ------   ------    ------
147 CUMULATIVE EXPS   366,415              25.13     16.22    41.35     26.69








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                    OFFICES-URBAN, CLASS A

<CAPTION>
                                                                                                                         Projection
                      Going In Cap Rate   Terminal Cap Rate          IRR            Income Growth       Expense Growth     Period
====================================================================================================================================
                        Low       High      Low       High      Low       High      Low       High      Low       High      Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
                       10.00%    10.50%    10.00%    10.00%    12.00%    13.00%     3.00%     3.00%     4.00%     4.00%       10
                        9.50%     9.75%     9.75%    10.00%    11.75%    12.25%     3.00%     3.50%     3.50%     3.50%       10
                        9.00%     9.00%     9.00%     9.00%    12.00%    12.00%     0.00%    10.00%     4.00%     4.00%       10
                        8.00%    10.00%     9.00%    11.00%    10.00%    13.00%     0.00%     4.00%     4.00%     4.00%       10
                        8.00%    10.00%     9.00%     9.00%    11.00%    13.00%     4.00%     5.00%     4.00%     4.00%       10
                        7.50%     9.00%     8.00%     9.50%    10.50%    11.50%     2.00%     3.50%     3.50%     3.50%       10
                        9.00%    10.00%    10.00%    11.00%    11.00%    13.00%     4.00%     4.00%     4.00%     4.00%       10
                        9.50%    10.00%    10.00%    10.50%    11.40%    11.70%     3.00%     4.00%     3.50%     4.50%       10
                       12.00%    12.00%    10.00%    10.00%    15.00%    15.00%     3.00%     4.00%     2.00%     4.00%        5
                       12.00%    12.00%    12.00%    12.00%    14.00%    14.00%     3.00%     3.00%     3.00%     3.00%       10
                        8.50%     9.00%     9.00%     9.50%    12.00%    12.50%     2.00%     3.00%     2.00%     3.00%       10
                        9.50%    10.00%    10.00%    11.00%    12.00%    13.00%     3.00%     3.00%     3.00%     3.00%       10
                                            8.00%     9.00%
                       10.00%    10.00%    10.00%    10.00%    12.50%    12.50%     2.00%     3.00%     3.00%     3.00%       10
                        7.00%     8.00%     9.00%     9.00%    11.00%    11.00%     6.00%     6.00%     4.00%     4.00%       10
                        8.00%     9.00%     9.00%    10.00%    11.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                        9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses          16        16        17        17        16        16        16        16        16        16
Average                 9.16%     9.84%     9.51%     10.04%    11.82%    12.59%    2.81%     4.13%     3.41%     3.66%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                    OFFICES-SUBURBAN

<CAPTION>
                                                                                                                         Projection
                      Going In Cap Rate   Terminal Cap Rate          IRR            Income Growth       Expense Growth     Period
====================================================================================================================================
                        Low       High      Low       High      Low       High      Low       High      Low       High      Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
                        9.50%     11.00%    9.00%    10.50%    14.00%    14.00%     3.25%     3.25%     4.00%     4.00%        5
                        9.00%      9.00%    9.00%     9.50%    11.00%    11.00%     5.00%     5.00%     4.00%     4.00%       10
                        9.00%     10.00%    9.50%    10.00%    11.50%    12.50%                         3.50%     3.50%       10
                        9.50%      9.75%    9.75%    10.00%    11.75%    12.25%     3.50%     4.00%     3.50%     3.50%       10
                        9.00%      9.00%    9.00%     9.00%    12.00%    12.00%     4.00%    15.00%     4.00%     4.00%       10
                        9.00%     11.00%    9.75%    12.00%    11.00%    14.00%     0.00%     4.00%     4.00%     4.00%       10
                        9.00%     10.50%    9.50%    11.00%    11.50%    12.00%     2.00%     3.50%     3.50%     3.50%       10
                        8.00%      9.50%    9.00%    10.50%    11.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10
                        9.50%      9.75%    9.75%    10.50%    11.40%    11.70%     3.00%     4.00%     3.50%     4.50%       10
                       12.00%     12.00%   10.00%    10.00%    15.00%    15.00%     3.00%     4.00%     2.00%     4.00%        5
                       10.00%     10.00%   10.00%    10.00%    12.00%    12.00%     4.00%     4.00%     3.00%     3.00%       10
                        8.50%      9.00%    9.00%     9.50%    12.00%    12.50%     3.00%     5.00%     3.00%     4.00%       10
                        9.00%     10.00%    9.50%    10.50%    12.00%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                                            9.00%     9.00%
                       10.50%     10.50%   10.50%    10.50%    12.50%    12.50%     2.00%     3.00%     3.00%     3.00%       10
                        9.00%     10.00%    9.00%     9.00%    15.00%    15.50%     5.00%     5.00%     3.00%     3.00%      5-7
                        9.00%      9.00%    9.00%     9.00%    11.25%    11.25%     5.00%     5.00%     4.00%     4.00%       10
                        8.00%      9.00%    9.00%    10.00%    11.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                        9.00%      9.25%   10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses          18        18        19        19        18        18        17        17        18        18
Average                 9.25%     9.90%     9.43%    10.04%    12.11%    12.59%     3.34%     4.63%     3.44%     3.67%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                    INDUSTRIAL

<CAPTION>
                                                                                                                         Projection
                      Going In Cap Rate   Terminal Cap Rate          IRR            Income Growth       Expense Growth     Period
====================================================================================================================================
                        Low       High      Low       High      Low       High      Low       High      Low       High      Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
                        9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     4.00%     4.00%     4.00%     4.00%       10
                        8.50%    10.00%     9.50%    10.00%    11.50%    12.50%                         3.50%     3.50%       10
                        9.00%     9.25%     9.50%     9.75%    11.50%    11.75%     3.50%     4.00%     3.50%     3.50%       10
                        9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     2.00%     8.00%     4.00%     4.00%       10
                        9.00%    10.00%     9.75%    12.00%    10.00%    13.00%     2.00%     4.00%     4.00%     4.00%       10
                        9.00%    10.00%    10.00%    11.00%    11.50%    12.50%     4.00%     4.00%     4.00%     4.00%       10
                        9.00%     9.50%     9.50%     9.75%    11.20%    11.50%     3.00%     3.50%     3.50%     4.00%       10
                       12.00%    12.00%    10.00%    10.00%    14.00%    14.00%     2.00%     3.00%                            3
                        8.50%     8.50%     9.00%     9.50%    11.00%    11.50%     4.00%     4.00%     4.00%     4.00%       10
                        9.00%     9.50%     9.50%    10.00%    11.25%    11.75%     3.00%     3.00%     3.00%     3.00%       10
                                            9.00%    10.00%
                        9.00%     9.00%     9.50%     9.50%    11.25%    11.25%     4.00%     4.50%     4.00%     4.00%       10
                        9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses          12        12        13        13        12        12        11        11        11        11
Average                 9.17%     9.58%     9.56%    10.06%    11.52%    12.06%     3.23%     4.18%     3.77%     3.82%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                    RETAIL, COMMUNITY AND NEIGHBORHOOD CENTERS

<CAPTION>
                                                                                                                         Projection
                      Going In Cap Rate   Terminal Cap Rate          IRR            Income Growth       Expense Growth     Period
====================================================================================================================================
                        Low       High      Low       High      Low       High      Low       High      Low       High      Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
                        9.50%    11.00%     9.00%    10.50%    14.00%    14.00%     3.25%     3.25%     4.00%     4.00%        5
                        9.00%    10.00%     9.00%    10.00%    11.50%    12.50%     3.50%     3.50%     3.50%     3.50%       10
                        9.50%     9.75%     9.75%    10.00%    11.50%    11.75%     3.50%     4.00%     3.50%     3.50%       10
                        9.50%     9.50%    10.00%    10.00%    12.50%    12.50%     0.00%     4.00%     4.00%     4.00%       10
                        9.00%    10.50%     9.75%    11.50%    10.00%    14.00%     2.00%     4.00%     4.00%     4.00%       10
                       10.00%    10.00%    10.00%    10.00%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10
                        8.50%     9.50%     9.50%    10.50%    11.50%    12.50%     4.00%     4.00%     4.00%     4.00%       10
                        9.50%     9.75%     9.75%    10.00%    11.25%    11.50%     3.00%     4.00%     3.50%     4.50%       10
                        8.50%     9.00%     9.00%     9.50%    11.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                        9.50%    10.00%    10.00%    10.50%    11.50%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                                            9.00%    10.00%
                        9.50%     9.50%    10.00%    10.00%    12.00%    12.00%     3.00%     3.00%     3.00%     3.00%       10
                        8.50%     9.50%    10.00%    11.00%    11.25%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                        9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses          13        13        14        14        13        13        13        13        13        13
Average                 9.19%     9.79%     9.63%    10.27%    11.69%    12.44%     3.02%     3.60%     3.58%     3.65%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                    RETAIL, POWER CENTERS AND "BIG BOX"

<CAPTION>
                                                                                                                         Projection
                      Going In Cap Rate   Terminal Cap Rate          IRR            Income Growth       Expense Growth     Period
====================================================================================================================================
                        Low       High      Low       High      Low       High      Low       High      Low       High      Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
                        9.25%     9.50%     9.50%    10.00%    11.50%    11.50%     3.00%     3.50%     4.00%     4.00%       10
                        9.50%     9.75%     9.75%    10.00%    10.50%    11.50%     3.50%     4.00%     3.50%     3.50%       10
                       10.00%    10.00%    10.00%    10.00%    12.00%    12.00%     0.00%     4.00%     4.00%     4.00%       10
                        9.00%     9.50%     9.50%    10.00%    11.00%    12.00%     2.00%     3.50%     3.50%     3.50%       10
                        8.00%     9.00%     9.00%    10.00%    11.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10
                        9.75%    10.00%     9.75%    10.00%    11.20%    11.50%     3.00%     3.50%     3.50%     4.00%       10
                        9.00%     9.50%    10.00%    10.00%    10.50%    11.00%     2.50%     2.50%     2.50%     2.50%       10
                        9.50%    10.00%    10.00%    10.50%    11.50%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                                            8.50%     9.50%
                        9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     3.00%     3.00%     3.00%     3.00%       10
                        9.50%     9.50%     9.75%     9.75%    11.25%    11.25%     4.00%     4.00%     4.00%     4.00%       10
                        9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses          11        11        12        12        11        11        11        11        11        11
Average                 9.23%     9.55%     9.60%     9.96%    11.27%    11.70%     2.91%     3.55%     3.55%     3.59%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                    REGIONAL MALLS

<CAPTION>
                                                                                                                         Projection
                      Going In Cap Rate   Terminal Cap Rate          IRR            Income Growth       Expense Growth     Period
====================================================================================================================================
                        Low       High      Low       High      Low       High      Low       High      Low       High      Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
                        8.00%     8.50%     8.50%     9.00%    10.50%    10.50%     3.00%     3.50%     4.00%     4.00%       10
                        7.75%     8.25%     8.50%     8.75%    11.00%    11.50%     3.50%     4.00%     3.50%     3.50%       10
                        7.50%     7.50%     8.00%     8.00%    11.50%    11.50%     0.00%     4.00%     4.00%     4.00%       10
                        7.50%     9.00%     8.00%     9.75%    10.00%    12.00%     2.00%     4.00%     4.00%     4.00%       10
                        7.00%     8.00%     7.00%     8.00%    11.00%    11.00%     4.00%     4.00%     4.00%     4.00%       10
                        7.50%     8.00%     7.50%     9.00%    10.50%    11.50%     2.00%     3.50%     3.50%     3.50%       10
                        7.00%     8.00%     9.00%    10.00%    10.50%    11.50%     4.00%     4.00%     4.00%     4.00%       10
                        7.50%     8.00%     8.50%     8.50%    10.00%    11.00%     3.00%     3.00%     3.00%     3.00%       10
                        7.50%     9.00%     8.50%     8.50%    11.50%    11.50%     4.00%     5.00%                           10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses          9          9         9         9         9         9         9         9         8         8
Average                 7.47%     8.25%     8.17%     8.83%    10.72%    11.33%     2.83%     3.89%     3.75%     3.75%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                LODGING, FULL SERVICE


<CAPTION>
                      Going-In       Terminal     Blended       Equity                       Expense Projection Management
                      Cap Rate       Cap Rate       IRR           IRR       Income Growth     Growth   Period      Fees    Reserves
====================================================================================================================================
                     Low    High   Low    High   Low    High   Low    High   Low    High   Low    High  Years    %Revenue  %Revenue
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>       <C>    <C>       <C>
Luxury
- ----------------    8.00%  9.00% 10.00% 10.00% 15.00% 20.00% 20.00% 25.00%  6.00%  6.00%  4.00%  4.00%     7      2.50%     4.00%
                    5.00%  7.00% 10.50% 11.00% 12.50% 13.00%                4.00%  5.00%  3.00%  4.00%    10      3.50%     4.00%
                   11.00% 13.00% 11.00% 13.00% 15.00% 15.00% 20.00% 25.00%  4.00%  8.00%  4.00%  4.00%     5      4.00%     5.00%
                   10.50% 10.50% 10.00% 10.00%                                            3.50%  5.00%    10      4.50%     5.00%
                   11.00% 11.00% 13.00% 13.00%                              5.00%  6.00%  3.00%  4.00%     5      3.00%     4.00%
                    9.00%  9.00% 10.00% 10.00% 13.00% 13.00% 16.00% 16.00%  4.00%  4.50%  3.00%  3.00%    10      2.50%     3.00%
                   11.00% 12.00% 10.00% 11.00% 12.00% 16.00% 19.00% 23.00%  3.00%  4.00%  4.00%  4.00%     5      3.00%     3.50%
                    8.00%  8.00% 10.00% 10.00% 12.00% 14.00% 15.00% 20.00%  8.00%  8.00%  6.00%  6.00%    10      4.50%     5.50%
                    6.00%  8.00%  8.00%  9.00%               20.00% 25.00%  5.00%  5.00%  3.00%  4.00%     5      4.00%     4.00%
                    8.50%  8.50%  9.00%  9.00%                              5.00%  5.00%  4.00%  4.00%     5      3.00%     3.00%
                                  8.00% 10.00% 15.00% 18.00% 18.00% 22.00%                4.00%  4.00%     5      3.50%     4.00%

- ------------------------------------------------------------------------------------------------------------------------------------
No.of Responses       10     10     11     11      7      7      7      7      9      9     11     11     11        11        11
Average             8.80%  9.60%  9.95% 10.55% 13.50% 15.57% 18.29% 22.29%  4.89%  5.72%  3.77%  4.18%     7      3.45%     4.09%
- ------------------------------------------------------------------------------------------------------------------------------------

First Class
- ----------------   11.00% 11.00% 11.00% 11.00% 15.00% 20.00% 20.00% 20.00%  4.00%  4.00%  4.00%  4.00%     7      2.50%     3.00%
                   11.00% 11.00% 13.00% 13.00%                              5.00%  6.00%  3.00%  4.00%     5      3.00%     4.00%
                   10.00% 10.00% 11.00% 11.00% 15.00% 15.00% 18.00% 18.00%  4.00%  4.50%  3.00%  3.00%    10      2.50%     3.00%
                   10.00% 10.00% 11.00% 11.00% 15.00% 18.00% 15.00% 20.00% 10.00% 10.00%  5.00%  5.00%    10      3.50%     4.50%
                   10.00% 10.00% 10.50% 10.50% 16.00% 16.00% 25.00% 25.00%  4.00%  4.00%  3.00%  3.00%     7      2.50%     4.00%
                    8.00%  9.00% 10.00% 10.00%               20.00% 25.00%  5.00%  5.00%  3.00%  4.00%     5      3.00%     4.00%
                   10.00% 10.00% 10.50% 10.50%               22.00% 22.00%  4.00%  4.00%  4.00%  4.00%     5      3.00%     4.00%
                                  8.00% 10.00% 15.00% 18.00% 18.00% 22.00%                4.00%  4.00%     5      3.50%     4.00%
                    5.00%  5.00% 10.00% 11.00% 15.00% 15.00%                4.00%  4.00%  3.00%  3.00%     5      3.00%     4.50%
                    8.00%  8.00% 10.00% 10.00% 14.50% 14.50% 20.00% 20.00%  3.50%  3.50%  3.50%  3.50%    10      2.00%     4.00%
                   10.50% 10.50% 11.00% 11.00% 13.00% 13.00% 20.00% 23.00%  4.50%  4.50%  3.50%  3.50%    10      3.50%     4.00%

- ------------------------------------------------------------------------------------------------------------------------------------
No.of Responses       10     10     11     11      8      8      9      9     10     10     11     11     11        11        11
Average             9.35%  9.45% 10.55% 10.82% 14.81% 16.19% 19.78% 21.67%  4.80%  4.95%  3.55%  3.73%     7      2.91%     3.91%
- ------------------------------------------------------------------------------------------------------------------------------------



The blended IRR is the composite return on debt and equity and the rate to be applied to net operating income.

The equity return is rate of return on the equity component of the investment only.

</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                LODGING, LIMITED SERVICE



<CAPTION>
                      Going-In       Terminal     Blended       Equity                       Expense Projection Management
                      Cap Rate       Cap Rate       IRR           IRR       Income Growth     Growth   Period      Fees    Reserves
====================================================================================================================================
                     Low    High   Low    High   Low    High   Low    High   Low    High   Low    High  Years    %Revenue  %Revenue
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>       <C>    <C>       <C>
Mid-Rate
- ----------------   10.00% 10.00% 12.00% 12.00%               20.00% 20.00%  4.00%  4.00%  4.00%  4.00%     7      2.50%     3.00%
                   10.00% 12.00% 10.00% 12.00% 15.00% 15.00% 20.00% 25.00%  4.00%  8.00%  4.00%  4.00%     5      4.00%     4.50%
                   11.00% 11.00% 10.00% 10.00%                                            3.50%  5.00%    10      4.00%     5.00%
                   10.00% 13.00% 12.00% 14.00% 10.00% 12.00% 12.00% 14.00%  4.00%  4.00%  3.50%  3.50%     5      4.00%     4.50%
                   12.00% 12.00% 14.00% 14.00%                              2.00%  3.00%  3.00%  4.00%     5      3.00%     6.00%
                   12.00% 12.00% 13.00% 13.00% 19.00% 19.00% 22.00% 22.00%  3.50%  4.00%  3.00%  3.00%     5      3.00%     3.00%
                   10.50% 10.50% 12.00% 12.00% 15.00% 20.00% 18.00% 20.00%  5.00%  5.00%  4.00%  4.00%    10      2.50%     4.00%
                                 10.00% 11.00%               22.00% 22.00%  6.00%  6.00%  4.00%  4.00%     5      5.00%     4.00%

- ------------------------------------------------------------------------------------------------------------------------------------
No.of Responses        7      7      8      8      4      4      6      6      7      7      8      8      8         8         8
Average            10.79% 11.50% 11.63% 12.25% 14.75% 16.50% 19.00% 20.50%  4.07%  4.86%  3.63%  3.94%     7      3.50%     4.25%
- ------------------------------------------------------------------------------------------------------------------------------------

Economy
- ----------------   10.00% 12.00% 12.00% 12.00%               18.00% 25.00%  4.00%  4.00%  4.00%  4.00%     7      2.50%     3.00%
                   10.00% 13.00% 12.00% 14.00% 10.00% 12.00% 12.00% 14.00%  4.00%  4.00%  3.50%  3.50%     5      4.00%     4.50%
                   12.50% 12.50% 14.00% 14.00%                              2.00%  3.00%  3.00%  4.00%     5      3.00%     6.00%
                   13.00% 13.00% 14.00% 14.00% 21.00% 21.00% 24.00% 24.00%  2.50%  4.00%  3.00%  3.00%     5      4.00%     3.00%
                   11.50% 11.50% 12.00% 12.00% 15.00% 20.00% 18.00% 20.00%  5.00%  5.00%  4.00%  4.00%    10      2.50%     4.00%

- ------------------------------------------------------------------------------------------------------------------------------------
No.of Responses        5      5      5      5      3      3      4      4      5      5      5      5      5         5         5
Average            11.40% 12.40% 12.80% 13.20% 15.33% 17.67% 18.00% 20.75%  3.50%  4.00%  3.50%  3.70%     6      3.20%     4.10%
- ------------------------------------------------------------------------------------------------------------------------------------

The blended IRR is the composite return on debt and equity and the rate to be applied to net operating income.

The equity return is rate of return on the equity component of the investment only.

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
                  APARTMENTS

<CAPTION>
                                                                                                                         Projection
                      Going In Cap Rate   Terminal Cap Rate          IRR            Income Growth       Expense Growth     Period
====================================================================================================================================
                        Low       High      Low       High      Low       High      Low       High      Low       High      Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>
                        8.50%     9.00%     9.50%     9.50%    11.00%    11.00%     4.00%     4.00%     4.00%     4.00%       10
                        8.50%     9.00%     9.25%     9.50%    11.50%    12.00%     3.50%     4.00%     3.50%     3.50%       10
                        8.50%     9.25%     9.00%    10.00%    10.50%    12.00%     2.00%     6.00%     4.00%     4.00%       10
                        8.00%     9.00%     8.50%     9.50%                         3.50%     3.50%     3.50%     3.50%       10
                        8.50%     8.50%     9.25%     9.25%    11.25%    11.25%     4.00%     4.00%     4.00%     4.00%       10
                        9.00%     9.25%     9.25%     9.50%    11.20%    11.50%     3.75%     4.25%     4.00%     4.50%       10
                        8.50%     9.50%     9.00%    10.00%    11.00%    12.00%     3.00%     4.00%     3.00%     4.00%       10
                        8.75%     9.25%     9.25%     9.75%                         3.00%     3.00%     3.00%     3.00%
                                            9.00%     9.00%
                        9.00%     9.00%     9.50%     9.50%    11.50%    11.50%     3.00%     4.00%     3.00%     3.00%       10
                        8.00%     9.00%     9.00%    10.00%    11.00%    12.50%     3.00%     3.00%     3.00%     3.00%       10
                        9.00%     9.25%    10.00%    10.25%    12.00%    12.00%     4.00%     4.00%     4.00%     4.00%       10

- -----------------------------------------------------------------------------------------------------------------------
No. of Responses          11        11        12        12         9         9        11        11        11        11
Average                 8.57%     9.09%     9.21%      9.65%   11.22%    11.75%     3.34%     3.98%     3.55%     3.68%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

<TABLE>
SURVEY OF RECENT CLOSED TRANSACTIONS

<CAPTION>
                                 Net Rentable Area        Sales Price Per Sq. Ft.      Going-in Cap Rate    Internal Rate of Return
                             -------------------------- -------------------------- ------------------------ ------------------------
          Property           No. Sales                  No. Sales                  No. Sales                No. Sales
            Type             Reported Average    Median Reported Average    Median Reported Average  Median Reported Average Median
- ---------------------------- -------------------------- -------------------------- ------------------------ ------------------------
<S>                              <C>  <C>       <C>         <C>  <C>       <C>         <C>   <C>     <C>        <C>  <C>      <C>
Offices, Urban                   16   498,859   440,929     16   $130.66   $116.76     12    9.68%    9.13%      9   12.42%   12.75%
Offices, Suburban                66   230,760   191,893     66   $ 83.39   $ 78.78     57    9.97%   10.00%     11   13.20%   12.25%
Industrial                       57   150,787   118,400     57   $ 37.75   $ 37.87     28   10.80%   10.61%    (Sample Not Large
                                                                                                                Enough to Report)
Retail (Other Than Malls)        29   136,429   121,552     29   $ 95.99   $ 91.67     27   10.05%   10.00%      8   11.59%   11.33%
Malls                             9   615,102   649,130      9   $124.68   $ 96.00      9    9.29%    9.53%    (Sample Not Large
                                                                                                                Enough to Report)

                                   Number of Units         Sales Price Per Unit        Going-in Cap Rate
                             -------------------------- -------------------------- ------------------------
                             No. Sales                  No. Sales                  No. Sales
                             Reported Average    Median Reported Average    Median Reported Average  Median
                             -------------------------- -------------------------- ------------------------
<S>                              <C>      <C>       <C>     <C>  <C>       <C>         <C>   <C>      <C>
Apartments                       50       201       190     50   $47,975   $46,458     41    9.19%    9.30%

</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                         ==============================

                            CUSHMAN & WAKEFIELD, INC.
                            NATIONAL RETAIL OVERVIEW

                         ==============================























                                            Prepared by: Richard W. Latella, MAI


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               NATIONAL RETAIL MARKET OVERVIEW
================================================================================

Introduction

     Shopping centers constitute the major form of retail activity in the United
States today. Approximately 55 percent of all non-automotive retail sales occur
in shopping centers. It is estimated that consumer spending accounts for about
two-thirds of all economic activity in the United States. As such, retail sales
patterns have become an important indicator of the country's economic health.

     During the period 1980 through 1995, total retail sales in the United
States increased at a compound annual rate of 6.16 percent. Data for the period
1990 through 1995 shows that sales growth has slowed to an annual average of
4.93 percent. This information is summarized on the following chart. The
Commerce Department reports that total retail sales fell three-tenths of a
percent in January 1996.

     =====================================================================
                           Total U.S. Retail Sales(1)
     =====================================================================
               Year            Amount (Billions)           Annual Change
     =====================================================================
               1980                $  957,400                   N/A
     ---------------------------------------------------------------------
               1985                $1,375,027                   N/A
     ---------------------------------------------------------------------
               1990                $1,844,611                   N/A
     ---------------------------------------------------------------------
               1991                $1,855,937                   .61%
     ---------------------------------------------------------------------
               1992                $1,951,589                  5.15%
     ---------------------------------------------------------------------
               1993                $2,074,499                  6.30%
     ---------------------------------------------------------------------
               1994                $2,236,966                  7.83%
     ---------------------------------------------------------------------
               1995                $2,346,577                  4.90%
     ---------------------------------------------------------------------
     Compound Annual Growth Rate
               1980-1995                                      +6 16%
     ---------------------------------------------------------------------
           CAGR: 1990-1995                                    +4.93%
     =====================================================================
     (1)  1985 - 1995 data reflects recent revisions by the U.S.
          Department of Commerce: Combined Annual and Revised Monthly
          Retail Trade.
     =====================================================================
     Source: Monthly Retail Trade Reports Business Division,
             Current Business Reports, Bureau of the Census,
             U.S. Department of Commerce.
     =====================================================================


     The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped recent
consumer spending patterns.

Personal Income and Consumer Spending

     Americans' personal income advanced by six-tenths of a percent in December,
which helped raise income for all of 1995 by 6.1 percent, the highest gain since
6.7 percent in 1990. This growth far outpaced the 2.5 percent in 1994 and 4.7
percent in 1993. Preliminary reports for January 1996 however, reported an
anemic rate of only one-tenth of a percent.



================================================================================

                                      -1-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

     Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 4.8 percent
in 1995, slightly off of the 5.5 percent rise in 1994 and 5.8 percent in 1993.
These increases followed a significant lowering on unemployment and bolstered
consumer confidence. The Commerce Department reported that Americans spent at an
annual rate of $5.01 trillion in January 1996, a drop of five-tenths of a
percent. It was the third drop in five month.

Unemployment Trends

     The Clinton Administration touts that its economic policy has dramatically
increased the number of citizens who have jobs. Correspondingly, the nation's
unemployment rate continues to decrease from its recent peak in 1992. Selected
statistics released by the Bureau of Labor Statistics are summarized as follows:

================================================================================
                         Selected Employment Statistics
================================================================================
           Civilian Labor Force                 Employed
    ----------------------------------   -----------------------
               Total Workers             Total Workers              Unemployment
    Year (1)     (000)       % Change       (000)      % Change        Rate
================================================================================
    1990         124,787          .7        117,914         .5           5.5
- --------------------------------------------------------------------------------
    1991         125,303          .4        116,877        -.9           6.7
- --------------------------------------------------------------------------------
    1992         126,982         1.3        117,598         .6           7.4
- --------------------------------------------------------------------------------
    1993         128,040          .8        119,306        1.5           6.8
- --------------------------------------------------------------------------------
    1994         131,056         2.4        123,060        3.1           6.1
- --------------------------------------------------------------------------------
    1995         132,337         .98        124,926        1.5           5.6
- --------------------------------------------------------------------------------
   CAGR                         1.18                      1.16
 1990-1995
================================================================================
(1) Year ending December 31
================================================================================
Source: Bureau of Labor Statistics U.S. Department of Labor
================================================================================

     During 1995, the labor force increased by 1,281,000 or approximately 1.0
percent. Correspondingly, the level of employment increased by 1,866,000 or 1.5
percent. As such, the year end unemployment rate dropped by five-tenths of a
percent to 5.6 percent. Further strengthening in the economy has continued to
reduce the rate of unemployment. On balance, over 8.0 million jobs have been
created since the recovery began.

Housing Trends

     The housing industry enjoyed a good year in 1994 with a total of 1.53
million starts; this up 13.0 percent from 1.45 million in 1993. Multi-family was
up 60.0 percent in 1994 with 257,000 starts. However, the National Association
of Homebuilders foresees a downshift in activity throughout 1995 resulting from
the laggard effect of the Federal Reserve's policy of raising interest rates.
The .50 percent increase in the federal funds rate on February 1, 1995 was the
seventh increase over the past thirteen months, bringing it to its highest level
since 1991. Sensing a retreat in the threat of inflation, the Fed reduced the
Federal Funds rate by 25 basis points in July 1995 to 5.75 percent.




================================================================================

                                       -2-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

     Total housing starts rose by 6.0 percent to a seasonally adjusted annual
rate of 1.42 million units. Single family housing starts in November 1995 were
at 1,102,000 units while multi-family jumped by 77,000 at an annual rate.
Applications for building permits rose by 3.2 percent to a rate of 1.28 million.
The median new home price of new homes sold in the first nine months of 1995 was
$132,000. The median was $130,000 for all of 1994. The Commerce Department
reported that construction spending rose 2.9 percent in October to an annual
rate of $207.7 billion, compared to $217.9 billion in all of 1994.

     The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For the third quarter of 1995, the share of households that own
their homes was 65.0 percent, compared to 64.1 percent for a year earlier. Lower
mortgage rates are cited as a factor.

Gross Domestic Product

     The report on the gross domestic product (GDP) showed that output for goods
and services expanded at an annual rate of just .9 percent in the fourth quarter
of 1995. Overall, the economy gained 2.1 percent in 1995, the weakest showing in
four years since the 1991 recession. The .9 percent rise in the fourth quarter
was much slower than the 1.7 percent expected by most analysts. The Fed sees the
U.S. economy expanding at a 2.0 to 2.25 percent pace during 1996 which is
in-line with White House forecasts.

     The following chart cites the annual change in real GDP since 1990.

           ======================================================
                                    Real GDP
           ======================================================
                    Year                           % Change
           ======================================================
                    1990                             1.2
           ------------------------------------------------------
                    1991                             -.6
           ------------------------------------------------------
                    1992                             2.3
           ------------------------------------------------------
                    1993                             3.1
           ------------------------------------------------------
                    1994                             4.1
           ------------------------------------------------------
                    1995                             2.1
           ======================================================
           * Reflects new chain weighted system of measurement.
             Comparable 1994 measure would be 3.5 %
           ======================================================
           Source: Bureau of Economic Analysis
           ======================================================

Consumer Prices

     The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the overall
rate was 1.1 percent in 1986. All sectors were down substantially in 1995
including the volatile health care segment which recorded inflation of only 3.9
percent, the lowest rate in 23 years.





================================================================================

                                       -3-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               National Retail Market Overview
================================================================================

     The following chart tracks the annual change in the CPI since 1990.

             ==================================================
                            Consumer Price Index (1)
             ==================================================
                Year                CPI           % Change
             ==================================================
                1990               133.8             6.1
             --------------------------------------------------
                1991               137.9             3.0
             --------------------------------------------------
                1992               141.9             2.9
             --------------------------------------------------
                1993               145.8             2.7
             --------------------------------------------------
                1994               149.7             2.7
             --------------------------------------------------
                1995               153.5             2.5
             ==================================================
              (1) All Urban Workers
             ==================================================
             Source: Dept. of Labor, Bureau of Labor Statistics
             ==================================================


Other Indicators

     The government's main economic forecasting gauge, the Index of Leading
Economic Indicators, shows that the vibrant 1994 economy continues to cool off.
The index is intended to project economic growth over the next six months. The
Conference Board, an independent business group, reported that the index rose
two-tenths of a percent in December, 1995, breaking a string of three straight
declines. It has become apparent that the Federal Reserve's conservative
monetary policy has had an effect on the economy and some economists are calling
for a further reduction in short term interest rates.

     The Conference Board also reported that consumer confidence rebounded in
February 1996, following reports suggesting lower inflation. The board's index
of consumer confidence rose 9 points to 97 over January when consumers worried
about the government shutdown, the stalemate over the Federal budget and the
recent flurry of layoff announcements by big corporations.

     In another sign of increasingly pinched household budgets, consumers
sharply curtailed new installment debt in September 1995, when installment
credit rose $5.4 billion, barely half as much as August. Credit card balances
increased by $2.8 billion, the slimmest rise of the year. For the twelve months
through September 1995, outstanding credit debt rose 13.9 percent, down from a
peak of 15.3 percent in May. Still, installment debt edged to a record 18.8
percent of disposable income, indicating that consumers may be reaching a point
of discomfort with new debt.

     The employment cost index is a measure of overall compensation including
wages, salaries and benefits. In 1995 the index rose by only 2.9 percent, the
smallest increase since 1980. This was barely ahead of inflation and is a sign
of tighter consumer spending over the coming year.


================================================================================

                                       -4-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

Economic Outlook

     The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward the
Fed's 2.5 percent target, accompanied by stable if not falling inflation. They
project that inflation will remain in the 2.5 to 3.0 percent range into the
foreseeable future. This will have a direct influence on consumption (consumer
expenditures) and overall inflation rates (CPI).

     Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate between 2.0 and 2.5 percent over the next year and at 2.3 percent through
2003 as the output gap is reduced between real GDP and potential GDP. After
2003, annual real GDP growth will moderate, tapering to 2.2 percent per annum.

     Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby
boomers were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the 1970s
and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow to 2.0 percent per year by 2006 as a
result of slower population growth and aging. It is also projected that the
share of personal consumption expenditures relative to GDP will decline over the
next decade. Consumer spending as a share of GDP peaked in 1986 at 67.4 percent
after averaging about 63.0 percent over much of the post-war period. WEFA
estimates that consumption's share of aggregate output will decline to 64.5
percent by 2003 and 62.7 percent by 2018.

Retail Sales

     In their publication, NRB/Shopping Centers Today 1994 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
continued to improve for the third consecutive year in 1994. Total shopping
center sales increased 5.5 percent to $851.3 billion in 1994, up from $806.6
billion in 1993. The comparable 1993 increase was 5.0 percent. Retail sales in
shopping centers (excluding automotive and gasoline service station sales) now
account for about 55.0 percent of total retail sales in the United States.

     Total retail sales per square foot have shown positive increases over the
past three years, rising by 8.7 percent from approximately $161 per square foot
in 1990, to $175 per square foot in 1994. It is noted that the increase in
productivity has exceeded the increase in inventory which bodes well for the
industry in general. This data is summarized on the following table.





================================================================================

                                       -5-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================


================================================================================
                       Selected Shopping Center Statistics
                                    1990-1994
================================================================================
                                                                  %     Compound
                                                               Change    Annual
                        1990    1991    1992    1993    1994   1990-93   Growth
================================================================================
Retail Sales in
  Shopping Centers*    $706.40 $716.90 $768.20 $806.60 $851.30  20.5%     4.8%
- --------------------------------------------------------------------------------
Total Leasable Area**      4.4     4.6    4.7      4.8    4.9   11.4%     2.7%
- --------------------------------------------------------------------------------
Unit Rate              $160.89 $157.09 $164.20 $169.08 $175.13   8.7%     2.1%
================================================================================
* Billions of Dollars
** Billions of Square Feet
================================================================================
Source: National Research Bureau
================================================================================


     To put retail sales patterns into perspective, the following discussion
highlights key trends over the past few years.

     o    As a whole, 1993 was a good year for most of the nation's major
          retailers. Sales for the month of December were up for most, however,
          the increase ranged dramatically from 1.1 percent at Kmart to 13.3
          percent at Sears for stores open at least a year. It is noted that the
          Sears turnaround after years of slippage was unpredicted by most
          forecasters.

     o    With the reporting of December 1994 results, most retailers posted
          same store gains between 2.0 and 6.0 percent. The Goldman Sachs Retail
          Composite Comparable Store Sales Index, a weighted average of monthly
          same store sales of 52 national retail companies rose 4.5 percent in
          December. The weakest sales were seen in women's apparel, with the
          strongest sales reported for items such as jewelry and hard goods.
          Most department store companies reported moderate increases in same
          store sales, though largely as a result of aggressive markdowns. Thus,
          profits were negatively impacted for many companies.

     o    For 1994, specialty apparel sales were lackluster at best, with only
          .4 percent comparable sales growth. This is of concern to investors
          since approximately 30.0 percent of a mall's small shop space is
          typically devoted to apparel tenants. Traditional department stores
          experienced 3.4 percent same store growth in 1994, led by Dillard's
          5.0 percent increase. Mass merchants' year-to-year sales increased by
          6.7 percent in 1994, driven by Sears' 7.9 percent increase. Mass
          merchants account for 35.0 to 55.0 percent of the anchors of regional
          malls and their resurgence bodes well for increased traffic at these
          centers.



================================================================================

                                      -6-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

     o    Sales at the nation's largest retailer chains rose tepidity in
          January, following the worst December sales figures since the 1990-91
          recession in 1995. Same store sales were generally weak in almost all
          sectors, with apparel retailers being particularly hard hit. Some
          chains were able to report increases in sales but this generally came
          about through substantial discounting. As such, profits are going to
          suffer and with many retailers being squeezed for cash, 1996 is
          expected to be a period of continued consolidations and bankruptcy.
          The Goldman Sachs composite index of same store sales grew by 1.1
          percent in January 1996, compared to 4.7 percent for January 1995.

     Provided on the following chart is a summary of overall and same store
sales growth for selected national merchants for the most recent period.

================================================================================
                 Same Store Sales for the Month of January 1996
================================================================================
                                                % Change From Previous Year
            Name of Retailer           Overall       Same Store Basis
================================================================================
                Wal-Mart               +16.0%             + 2.6%
- --------------------------------------------------------------------------------
                 Kmart                 + 4.0%             + 7.7%
- --------------------------------------------------------------------------------
      Sears, Roebuck & Company         + 4.0%             +  .6%
- --------------------------------------------------------------------------------
               J.C. Penney             - 3.0%             - 4.3%
- --------------------------------------------------------------------------------
       Dayton Hudson Corporation       + 8.0%             + 2.0%
- --------------------------------------------------------------------------------
         May Department Stores         + 7.0%             +  .7%
- --------------------------------------------------------------------------------
      Federated Department Stores      + 3.0%             + 5.1%
- --------------------------------------------------------------------------------
             The Limited Inc.          + 6.0%             - 2.0%
- --------------------------------------------------------------------------------
                 Gap Inc.              +48.0%             + 6.0%
- --------------------------------------------------------------------------------
               Ann Taylor               -1.0%             -17.0%
================================================================================
Source: New York Times
================================================================================

     According to the Goldman Sachs index, department store sales fell by 1.1
percent during January, discount stores rose by 4.5 percent, and specialty hard
goods retailers fell by 4.7 percent.

     The outlook for retail sales growth is one of cautious optimism. Some
analysts point to the fact that consumer confidence has resulted in increases in
personal debt which may be troublesome in the long run. Consumer loans by banks
rose 13.9 percent in the twelve months that ended on September 30, 1995. But
data gathered by the Federal Reserve on monthly payments suggest that debt
payments are not taking as big a bite out of income as in the late 1980s,
largely because of the record refinancings at lower interest rates in recent
years and the efforts by many Americans to repay debts.

GAIFO and Shopping Center Inclined Sales

     In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. These types of goods comprise the overwhelming bulk of goods and products
carried in shopping centers and department stores and consist of the following
categories:


================================================================================

                                      -7-
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                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>

                                               National Retail Market Overview
================================================================================

     o    General merchandise stores including department and other stores;

     o    Apparel and accessory stores;

     o    Furniture and home furnishing stores; and

     o    Other miscellaneous shoppers goods stores.

     Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores.

     Total retail sales grew by 7.8 percent in the United States in 1994 to
$2.237 trillion, an increase of $162 billion over 1993. This followed an
increase of $125 billion over 1992. Automobile dealers captured $69+/- billion
of total retail sales growth last year, while Shopping Center Inclined Sales
accounted for nearly 40.0 percent of the increase ($64 billion). GAFO sales
increased by $38.6 billion. This group was led by department stores which posted
an $18.0 billion increase in sales. The following chart summarizes the
performance for this most recent comparison period.

================================================================================
                        Retail Sales by Major Store Type
                                1993-1994 ($MIL.)
================================================================================
                                                                       1993-1994
            Store Type                    1994              1993        % Change
================================================================================
GAFO:
General Merchandise                    $  282,541       $  264,617        6.8%
Apparel & Accessories                     109,603          107,184        2.3%
Furniture Furnishings                     119,626          105,728       13.1%
Other GAFO                                 80,533           76,118        5.8%
- --------------------------------------------------------------------------------
GAFO Subtotal                          $  592,303       $  553,647        7.0%
- --------------------------------------------------------------------------------
Convenience stores:
Grocery                                $  376,330       $  365,725        2.9%
Other Food                                 21,470           19,661        9.2%
- --------------------------------------------------------------------------------
Subtotal                               $  397,800       $  385,386        3.2%
Drug                                       81,538           79,645        2.4%
- --------------------------------------------------------------------------------
Convenience Subtotal                   $  479,338       $  465,031        3.1%
- --------------------------------------------------------------------------------
Other:
Home Improvement &
  Building Supplies Stores             $  122,533       $  109,604       11.8%
Shopping Center-Inclined               $1,194,174       $1,128,282        5.8%
Subtotal                                  526,319          456,890       15.2%
Automobile Dealers                        142,193          138,299        2.8%
Gas Stations                              228,351          213,663        6.9%
Eating and Drinking Places                145,929*         137,365*       6.2%
- --------------------------------------------------------------------------------
All Other
- --------------------------------------------------------------------------------
Total Retail Sales                     $2,236,966       $2,074,499        7.8%
================================================================================
* Estimated sales
================================================================================
Source: U.S. Department of Commerce and Dougal M. Casey: Retail Sales and
Shopping Center
         Development Through The Year 2000 (ICSC White Paper)
================================================================================





================================================================================

                                      -8-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

     GAFO sales grew by 7.0 percent in 1994 to $592.3 billion, led by furniture
and furnishings which grew by 13.1 percent. From the above it can be calculated
that GAFO sales accounted for 26.5 percent of total retail sales and nearly 50.0
percent of all shopping center-inclined sales.

The International Council of Shopping Centers (ICSC) publishes a Monthly Mall
Merchandise Index which tracks sales by store type for more than 400 regional
shopping centers. The index shows that sales per square foot rose by 1.8 percent
to $256 per square foot in 1994. The following chart identified the most recent
year-end results.













================================================================================

                                      -9-
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                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>
                                               National Retail Market Overview
================================================================================

================================================================================
                           Index Sales per Square Foot
                            1993-1994 Percent Change
================================================================================
             Store Type                          1994        1993     ICSC Index
================================================================================
GAFO:
Apparel & Accessories:
Women's Ready-To-Wear                            $189        $196        - 3.8%
Women's Accessories and Specialties               295         283        + 4.2%
Men's and Boy's Apparel                           231         239        - 3.3%
Children's Apparel                                348         310        +12.2%
Family Apparel                                    294         292        + 0.4%
Women's Shoes                                     284         275        + 3.3%
Men's Shoes                                       330         318        + 3.8%
Family Shoes                                      257         252        + 1.9%
Shoes (Misc.)                                     340         348        - 2.2%
SUBTOTAL                                         $238        $238        - 0.2%
- --------------------------------------------------------------------------------
Furniture & Furnishings:
Furniture & Furnishings                          $267        $255        + 4.5%
Home Entertainment & Electronics                  330         337        - 2.0%
Miscellaneous                                     291         282        + 3.3%
SUBTOTAL                                         $309        $310        - 0.3%
- --------------------------------------------------------------------------------
Other GAFO:
Jewelry                                          $581        $541        + 7.4%
Other                                             258         246        + 4.9%
SUBTOTAL                                         $317        $301        + 5.3%
TOTAL GAFO                                       $265        $261        + 1.6%
NON-GAFO
- --------------------------------------------------------------------------------
FOOD:
Fast Food                                        $365        $358        + 2.0%
Restaurants                                       250         245        + 2.2%
Other                                             300         301        - 0.4%
SUBTOTAL                                         $304        $298        + 1.9%
- --------------------------------------------------------------------------------
OTHER NON-GAFO:
Supermarkets                                     $236        $291        -18.9%
Drug/HBA                                          254         230        +10.3%
Personal Services                                 264         253        + 4.1%
Automotive                                        149         133        +12.2%
Home Improvement                                  133         127        + 4.8%
Mall Entertainment                                 79          77        + 3.2%
Other Non-GAFO Miscellaneous                      296         280        + 5.7%
SUBTOTAL                                         $192        $188        + 2.4%
TOTAL NON-GAFO                                   $233        $228        + 2.5%
TOTAL                                            $256        $252        + 1.8%
================================================================================
Note: Sales per square foot numbers are rounded to whole dollars. Three
      categories illustrated here have limited representation in the ICSC 
      sample. Automotive, +12.2%; Home Improvement, +4.8%; and 
      Supermarkets, -18.9%.
================================================================================
Source:  U.S. Department of Commerce and Dougal M. Casey.
================================================================================


     GAFO sales have risen relative to household income. In 1990 these sales
represented 13.9 percent of average household income. By 1994 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.




================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================



================================================================================
   Determinants of Retail Sales Growth and U.S. Retail Sales by Key Store Type
================================================================================
                                        1990            1994           2000(P)
================================================================================
Determinants
Population                          248,700,000     260,000,000     276,200,000
Households                           91,900,000      95,700,000     103,700,000
Average Household Income                $37,400         $42,600         $51,600
Total Census Money Income            $3.4 Tril.      $4.1 Tril.      $5.4 Tril.
- --------------------------------------------------------------------------------
% Allocations of Income to Sales
GAFO Stores                                13.9%           14.4%           14.7%
Convenience Stores                         12.9%           11.7%           10.7%
Home Improvement Stores                     2.8%            3.0%            3.3%
Total Shopping Center-
Inclined Stores                            29.6%           29.1%           28.8%
Total Retail Stores                        54.3%           54.6%           52.8%
- --------------------------------------------------------------------------------
Sales ($Billion)
GAFO Stores                                $472            $592            $795
Convenience Stores                          439             479             580
Home Improvement Stores                      95             123             180
Total Shopping Center-
Inclined Stores                          $1,005          $1,194          $1,555
TOTAL RETAIL SALES                       $1,845          $2,237          $2,850
================================================================================
Note:P= Sales and income figures are for the full year: population and household
        figures are as of April 1 in each respective year. P = Projected.
================================================================================
Source: U.S. Census of Population, 1990; U.S. Bureau of the Census Current
        Population Reports: Consumer Income P6-168, 174, 180, 184 and 188; Berna
        Miller with Linda Jacobsen, "Household Futures", American Demographics,
        March 1995: Retail Trade sources already cited: and Dougal M. Casey:
        ICSC White Paper
================================================================================

     GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

                    ================================
                    1990/91                     2.9%
                    --------------------------------
                    1991/92                     7.0%
                    --------------------------------
                    1992/93                     6.6%
                    --------------------------------
                    1993/94                     7.0%
                    ================================


     According to a recent study by the ICSC, GAFO sales are expected to grow by
5.0 percent per annum through the year 2000, which is well above the 4.1
percent growth for all retail sales. This information is presented in the
following chart.




================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               National Retail Market Overview
================================================================================

================================================================================
             Retail Sales in the United States, by Major Store Type
================================================================================
                                       1994       2000(P)      Percent Change
                                                                       Compound
        Store Type                ($ Billions) ($ Billions)   Total     Annual
================================================================================
GAFO:
General Merchandise                   $  283      $  370      30.7%      4.6%
Apparel & Accessories                    110         135      22.7%      3.5%
Furniture/Home Furnishings               120         180      50.0%      7.0%
Other Shoppers Goods                      81         110      35.8%      5.2%
- --------------------------------------------------------------------------------
GAFO Subtotal                         $  592      $  795      34.3%      5.0%
- --------------------------------------------------------------------------------
CONVENIENCE GOODS:
Food Stores                           $  398      $  480      20.6%      3.2%
Drugstores                                82         100      22.0%      3.4%
- --------------------------------------------------------------------------------
Convenience Subtotal                  $  479      $  580      21.1%      3.2%
- --------------------------------------------------------------------------------
Home Improvement                         123         180      46.3%      6.6%
- --------------------------------------------------------------------------------
Shopping Center-inclined Subtotal     $1,194      $1,555      30.2%      4.5%
- --------------------------------------------------------------------------------
All Other                              1,043       1,295      24.2%      3.7%
- --------------------------------------------------------------------------------
Total                                 $2,237      $2,850      27.4%      4.1%
================================================================================
Note:   P = Projected. Some figures rounded.
================================================================================
Source: U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.
================================================================================

     In considering the six-year period January 1995 through December 2000, it
may help to look at the six-year period extending from January 1989 through
December 1994 and then compare the two time spans.

     Between January 1989 and December 1994, shopping center-inclined sales in
the United States increased by $297 billion, a compound growth rate of 4.9
percent. These shopping center-inclined sales are projected to increase by $361
billion between January 1995 and December 2000, a compound annual growth rate of
4.5 percent. GAFO sales, however, are forecasted to increase by 34.3 percent or
5.0 percent per annum.

Industry Trends

     According to the National Research Bureau, there were a total of 40,368
shopping centers in the United States at the end of 1994. During this year, 735
new centers opened, a 10.0 percent increase over the 667 that opened in 1993.
The upturn marked the first time since 1989 that the number of openings
increased. The greatest growth came in the small center category (less than
100,000 square feet) where 457 centers were constructed. In terms of GLA added,
new construction in 1994 resulted in an addition of 90.16 million square feet of
GLA from approximately 4.77 billion to 4.86 billion square feet. The following
chart highlights trends over the period 1987 through 1994.




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                                      -12-

                                                                       CUSHMAN &
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<PAGE>

                                               National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
====================================================================================================================================
                                                     Census Data: 8-Year Trends
====================================================================================================================================
                                                  Total         Average       Average       % Change                     % Increase
                No. of          Total             Sales         GLA per      Sales per       in Sales        New           in Total
   Year.        Centers         GLA             (Billions)       Center       Sq. Ft.        per Sq. Ft.    Centers        Centers
====================================================================================================================================
<S>              <C>       <C>                <C>                <C>          <C>              <C>          <C>            <C>
   1987          30,641    3,722,957,095      $602,294,426       121,502      $161.78           2,41%        2,145          7.53%
- ------------------------------------------------------------------------------------------------------------------------------------
   1988          32,563    3,947,025,194      $641,096,793       121,212      $162.43           0.40%        1,922          6.27%
- ------------------------------------------------------------------------------------------------------------------------------------
   1989          34,683    4,213,931,734      $682,752,628       121,498      $162.02          -0.25%        2,120          6.51%
- ------------------------------------------------------------------------------------------------------------------------------------
   1990          36,515    4,390,371,537      $706,380,618       120,235      $160.89          -0.70%        1,832          5.28%
- ------------------------------------------------------------------------------------------------------------------------------------
   1991          37,975    4,563,791,215      $716,913,157       120,179      $157.09          -2.37%        1,460          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
   1992          38,966    4,678,527,428      $768,220,248       120,067      $164.20           4.53%          991          2.61%
- ------------------------------------------------------------------------------------------------------------------------------------
   1993          39,633    4,770,760,559      $806,645,004       120,373      $169.08           2.97%          667          1.71%
- ------------------------------------------------------------------------------------------------------------------------------------
   1994          40,368    4,860,920,056      $851,282,088       120,415      $175.13           3.58%          735          1.85%
- ------------------------------------------------------------------------------------------------------------------------------------
Compound
  Annual
  Growth         +4.01%            +3.88%            +5.07%         -.13%       +1.14%           N/A           N/A           N/A
====================================================================================================================================
Source: National Research Bureau Shopping Center Database and Statistical Model
====================================================================================================================================

</TABLE>



     From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 4.0 percent since 1987. New
construction was up 1.85 percent in 1994, a slight increase over 1993 but still
well below the peak year 1987 when new construction increased by 7.5 percent.
Industry analysts point toward increased liquidity among shopping center owners,
due in part to the influx of capital from securitized debt financing and the
return of lending by banks and insurance companies. REITs have also been a
source of capital and their appetite for new product has provided a convenient
take out vehicle.

     Among the 40,368 centers in 1994, the following breakdown by size can be
shown.

================================================================================
              U.S. Shopping Center Inventory, January 1995
================================================================================
                           Number of Centers           Square Feet (Millions)
                         -------------------------------------------------------
 Size Range (SF)           Amount       Percent       Amount            Percent
================================================================================
Under     100,000           25,450          63%          1,240             25%
- --------------------------------------------------------------------------------
100,000 - 400,000           13,035          32%          2,200             45%
- --------------------------------------------------------------------------------
400,000 - 800,000            1,210           3%            675             15%
- --------------------------------------------------------------------------------
Over      800,000              673           2%            750             15%
- --------------------------------------------------------------------------------
       Total                40,368         100%          4,865            100%
================================================================================
Source: National Research Bureau (some numbers slightly rounded).
================================================================================


     According to the National Research Bureau, total sales in shopping centers
have grown at a compound rate of 5.07 percent since 1987. With sales growth
outpacing new construction, average sales per square foot have been showing
positive increases since the last recession. Aggregate sales were up 5.5 percent
nationwide from $806.6 billion (1993) to $851.3 billion (1994). In 1994, average
sales were $175.13 per square foot, up nearly 3.6 percent over 1993 and 1.14
percent on average over the past seven years. The biggest gain came in the
super-regional category (more than 1 million square feet) where sales were up
5.05 percent to $193.13 per square foot.


================================================================================

                                      -13-

                                                                       CUSHMAN &
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                                               National Retail Market Overview
================================================================================

     The following chart tracks the change in average sales per square foot by
size category between 1993 and 1994.

================================================================================
                          Sales Trends by Size Category
                                   1993-1994
================================================================================
                               Average Sales Per Square Foot
                           -----------------------------------------------------
       Category                    1993               1994           % Change
================================================================================
Lessthan     100,000 SF          $193.10            $199.70            +3.4%
- --------------------------------------------------------------------------------
100,001 to   200,000 SF          $156.18            $161.52            +3.4%
- --------------------------------------------------------------------------------
200,001 to   400,000 SF          $147.57            $151.27            +2.5%
- --------------------------------------------------------------------------------
400,001 to   800,000 SF          $157.04            $163.43            +4.1%
- --------------------------------------------------------------------------------
800,001 to 1,000,000 SF          $194.06            $203.20            +4.7%
- --------------------------------------------------------------------------------
More than  1,000,000 SF          $183.90            $193.13            +5.0%
- --------------------------------------------------------------------------------
          Total                  $169.08            $175.13            +3.6%
================================================================================
Source: National Research Bureau
================================================================================


     Empirical data shows that the average GLA per capita is increasing. In
1994, the average for the nation was 18.7. This was up from 16.1 in 1988 and
more recently, 18.5 square feet per capita in 1993. Among states, Florida has
the highest GLA per capita with 28.89 square feet and South Dakota has the
lowest at 9.40 square feet. The estimate for 1995 is for an increase to 19.1 per
square foot per capita. Per capita GLA for regional malls (defined as all
centers in excess of 400,000 square feet) has also been rising. This information
is presented on the following chart.

        ===============================================================
                                 GLA per Capita
        ===============================================================
        Year                       All Centers           Regional Malls
        ===============================================================
        1988                          16.1                    5.0
        ---------------------------------------------------------------
        1989                          17.0                    5.2
        ---------------------------------------------------------------
        1990                          17.7                    5.3
        ---------------------------------------------------------------
        1991                          18.1                    5.3
        ---------------------------------------------------------------
        1992                          18.3                    5.5
        ---------------------------------------------------------------
        1993                          18.5                    5.5
        ---------------------------------------------------------------
        1994                          18.7                    5.4
        ===============================================================
        Source: International Council of Shopping Center: The Scope
                of The Shopping Center Industry.
        ===============================================================


     The Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.

     The retail industry's importance to the national economy can also be seen
in the level of direct employment. According to F.W. Dodge, the construction
information division of McGraw-Hill, new projects in 1994 generated $2.6
billion in construction contract awards and supported 41,600 jobs in
construction trade and related industries. This is nearly half of the
construction employment level of 95,360 for new shopping center development in
1990. It is estimated that 10.18 million people are now employed in shopping
centers, equal to about one of every nine non-farm workers in the country. This
is up 2.9 percent over 1991.

================================================================================

                                      -14-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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<PAGE>

                                               National Retail Market Overview
================================================================================

Market Shifts - Contemporary Trends in the Retail Industry

     During the 1980s, the department store and specialty apparel store
industries competed in a tug of war for consumer dollars. Specialty stores
emerged largely victorious as department store sales steadily declined as a
percentage of total GAFO sales during the decade, slipping from 47.0 percent in
1979 to 44.0 percent in 1989. During this period, many anchor tenants teetered
from high debt levels incurred during speculative takeovers and leveraged
buyouts of the 1980s. Bankruptcies and restructuring, however, have forced major
chains to refocus on their customer and shed unproductive stores and product
lines. At year end 1994, department store sales, as a percentage of GAFO sales,
were approximately 37.5 percent.

     The continued strengthening of some of the major department store chains,
including Sears, Federated/Macy's, May and Dayton Hudson, is in direct contrast
to the dire predictions made by analysts about the demise of the traditional
department store industry. This has undoubtedly been brought about by the
heightened level of merger and acquisition activity in the 1980s which produced
a burdensome debt structure among many of these entities. When coupled with
reduced sales and cash flow brought on by the recession, department stores were
unable to meet their debt service requirements.

     Following a round of bankruptcies and restructurings, the industry has
responded with aggressive cost-cutting measures and a focused merchandising
program that is decidedly more responsive to consumer buying patterns. The
importance of department stores to mall properties is tantamount to a successful
project since the department store is still the principal attraction that brings
patrons to the center.

     On balance, 1994/95 was a continued period of transition for the retail
industry. Major retailers achieved varying degrees of success in meeting the
demands of increasingly value conscious shoppers. Since the onset of the
national economic recession in mid-1990, the retail market has been
characterized by intense price competition and continued pressure on profit
margins. Many national and regional retail chains have consolidated operations,
closed underperforming stores, and/or scaled back on expansion plans due to the
uncertain spending patterns of consumers. Consolidations and mergers have
produced a more limited number of retail operators, which have responded to
changing spending patterns by aggressively repositioning themselves within this
evolving market. Much of the recent retail construction activity has involved
the conversion of existing older retail centers into power center formats,
either by retenanting or through expansion. An additional area of growth in the
retail sector is in the "supercenter" category, which consists of the combined
grocery and department stores being developed by such companies as Wal-Mart and
Kmart. These formats require approximately 150,000 to 180,000 square feet in
order to carry the depth of merchandise necessary for such economies of scale
and market penetration.

     Some of the important developments in the industry over the past year can
be summarized as follows:




================================================================================

                                      -15-

                                                                       CUSHMAN &
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<PAGE>
                                               National Retail Market Overview
================================================================================

     o    The discount department store industry emerged as arguably the most
          volatile retail sector, lead by regional chains in the northeast.
          Jamesway, Caldor and Bradlees each filed for Chapter 11 within six
          months and Hills Stores is on the block. Jamesway is now in the
          process of liquidating all of its stores. Filene's Basement was
          granted relief from some covenant restrictions and its stock price
          plummeted. Ames, based in Rocky Hill, Connecticut, will close 17 of
          its 307 stores. Kmart continues to be of serious concern. Its debt has
          been downgraded to junk bond status. Even Wal-Mart, accustomed to
          double digit sales growth, has seen some meager comparable sales
          increases. These trends are particularly troubling for strips since
          these tenants are typical anchors.

     o    The attraction of regional malls as an investment has diminished in
          view of the wave of consolidations and bankruptcies affecting in-line
          tenants. Some of the larger restructurings include Melville with plans
          to close up to 330 stores, sell Marshalls to TJX-Companies, split
          into three publicly traded companies, and sell Wilsons and This End
          Up; Petrie Retail, which operates such chains as M.J. Carroll, G&G,
          Jean Nicole, Marianne and Stuarts, has filed for bankruptcy
          protection; Edison Brothers (Jeans West, J. Riggins, Oak Tree, 5-7-9
          Shops, etc.) announced plans to close up to 500 stores while in
          Chapter 11; J. Baker intends to liquidate Fayva Shoe division (357
          low-price family footwear stores); The Limited announced a major
          restructuring, including the sale of partial interests in certain
          divisions; Charming Shoppes will close 290 Fashion Bug and Fashion Bug
          Plus stores; Trans World Entertainment (Record Town) has closed 115 of
          its 600 mall shop locations. Other chains having trouble include
          Rickel Home Centers which filed Chapter 11; Today's Man, a 35 store
          Philadelphia based discount menswear chain has filed; nine
          subsidiaries of Fretta, including Dixon's, U.S. Holdings and Silo,
          filed Chapter 11; and Clothestime, also in bankruptcy will close up to
          140 of its 540 stores. Merry-Go-Round, a chain that operates 560
          stores under the names Merry-Go-Round, Dejaiz and Cignal is giving up
          since having filed in January 1994 and will liquidate its assets. Toys
          "R" Us has announced a global reorganization that will close 25 stores
          and cut the number of items it carries to 11,000 from 15,000. Handy
          Andy, a 50 year old chain of 74 home improvement centers which had
          been in Chapter 11, has decided to liquidate, laying off 2,500 people.

     o    Overall, analysts estimate that 4,000 stores closed in 1995 and as
          many as 7,000 more will close in 1996. Mom-and-Pop stores, where 75
          percent of U.S. retailers employ fewer than 10 people have been
          declining for the past decade. Dun and Bradstreet reports that retail
          failures are up 1.4 percent over Last year - most of them small stores
          who don't have the financial flexibility to renegotiate payment
          schedule.

     o    With sales down, occupancy costs continue to be a major issue facing
          many tenants. As such, expansion oriented retailers like The Limited,
          Ann Taylor and The Gap, are increasingly shunning mall locations for
          strip centers. This has put further pressure on mall operators to be
          aggressive with their rent forecasts or in finding replacement
          tenants.

================================================================================

                                      -16-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

     o    While the full service department store industry led by Sears has seen
          a profound turnaround, further consolidation and restructuring
          continues. Woodward & Lothrop was acquired by The May Department
          Stores Company and JC Penney; Broadway Stores was acquired by
          Federated Department Stores; Elder Beerman has filed Chapter 11 and
          will close 102 stores; Steinbach Stores will be acquired by Crowley,
          Milner & Co.; Younkers will merge with Proffitts; and Strawbridge and
          Clothier has hired a financial advisor to explore strategic
          alternatives for this Philadelphia based chain.

     o    Aside from the changes in the department store arena, the most notable
          transaction in 1995 involved General Growth Properties' acquisition of
          the Homart Development Company in a $1.85 billion year-end deal.
          Included were 25 regional malls, two current projects and several
          development sites. In November, General Growth arranged for the sale
          of the community center division to Developers Diversified for
          approximately $505 million. Another notable deal involved Rite Aid
          Corporation's announcement that it will acquire Revco Drug Stores in a
          $1.8 billion merger to form the nation's largest drug store company
          with sales of $11 billion and 4,500 +/- stores.

     o    As of January 1, 1995 there were 311 outlet centers with 44.4 million
          square feet of space. Outlet GLA has grown at a compound annual rate
          of 18.1 percent since 1989. Concerns of over-building, tenant
          bankruptcies, and consolidations have now negatively impacted this
          industry as evidenced by the hit the outlet REIT stocks have taken.
          Outlet tenants have not been immune to the global troubles impacting
          retail sales as comparable store sales were down 3.1 percent through
          November 1995.

     o    Category Killers and discount retailers have continued to drive the
          demand for additional space. In 1995, new contracts were awarded for
          the construction or renovation of 260 million square feet of stores
          and shopping centers, up from 173 million square feet in 1991
          according to F.W. Dodge, matching the highest levels over the past two
          decades. It is estimated that between 1992 and 1994, approximately
          55.0 percent of new retail square footage was built by big box
          retailers. In 1994, it is estimated that they accounted for 80.0
          percent of all new stores. Most experts agree that the country is
          over-stored. Ultimately, it will lead to higher vacancy rates and
          place severe pressure on aging, capital intensive centers. Many
          analysts predict that consolidation will occur soon in the office
          products superstores category where three companies are battling for
          market share - OfficeMax, Office Depot and Staples.

     o    Entertainment is clearly the new operational requisite for property
          owners and developers who are incorporating some form of entertainment
          into their designs. With a myriad of concepts available, ranging from
          mini-amusement parks to multiplex theater and restaurant themes, to
          interactive high-tech applications, choosing the right formula is a
          difficult task.



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                                      -17-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

Investment Criteria and Institutional Investment Performance

     Investment criteria for mail properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A DCF
is defined as a set of procedures in which the quantity, variability, timing,
and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified yield
rate. Understandably, market thinking has evolved after a few hard years of
reality where optimistic cash flow projections did not materialize. The DCF is
still, in our opinion, a valid valuation technique that when properly supported,
can present a realistic forecast of a property's performance and its current
value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their Emerging
Trends in Real Estate - 1996 that their respondents give retail investments
generally poor performance forecasts in their latest survey due to the
protracted merchant shakeout which will continue into 1996. While dominant,
Class A malls are still considered to be one of the best real estate investments
anywhere, only 13.0 percent of the respondents recommended buying malls. Rents
and values are expected to remain flat (in real terms) and no one disputes their
contention that 15 to 20 percent of the existing malls nationwide will be out of
business by the end of the decade. For those centers that will continue to
reposition themselves, entertainment will be an increasingly important part of
their mix.

     Investors do cite that, after having been written off, department stores
have emerged from the shake-out period as powerful as ever. The larger chains
such as Federated, May and Dillard's, continue to acquire the troubled regional
chains who find it increasingly difficult to compete against the category
killers. Many of the nations largest chains are reporting impressive profit
levels, part of which has come about from their ability to halt the double digit
sales growth of the national discount chains. Mall department stores are
aggressively reacting to power and outlet centers to protect their market share.
Department stores are frequently meeting discounters on price.

     While power centers are considered one retail property type currently in a
growth mode, most respondents feel that the country is over-stored and value
gains with these types of centers will lag other property types, including
malls, over five and ten year time frames.

     The following chart summarizes the results of their current survey.


================================================================================

                                      -18-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================


================================================================================
                     Retail Property Rankings and Forecasts
================================================================================
                  Investment Potential                   Predicted Value Gains
Property Type     --------------------      1996        ------------------------
                  Rating(1)  Ranking(2) Rent Increase   1 Yr.    5 Yrs.  10 Yrs.
================================================================================
Regional Malls        4.9       8th         2.0%         2%       20%      40%
- --------------------------------------------------------------------------------
Power Centers         5.3       6th         2.3%         1%       17%      32%
- --------------------------------------------------------------------------------
Community Centers     5.4       5th         2.4%         2%       17%      33%
================================================================================
1  Scale of 1 to 10
2  Based on 9 property types
================================================================================

     The NCREIF Property Index represents data collected from the Voting Members
of the National Council of Real Estate Investment Fiduciaries. As shown in the
following table, data through the third quarter of 1995 shows that the retail
index posted a positive 1.23 percent increase in total return. Increased
competition in the retail sector from new and expanding formats and changing
locational references has caused the retail index to trail all other property
types. As such, the -2.01 percent decline in value reported by the retail
subindex for the year were in line with investors' expectations.

================================================================================
                             Retail Property Returns
                                  NCREIF Index
                             Third Quarter 1995 (%)
================================================================================
   Period          Income        Appreciation    Total        Change in CPI
================================================================================
3rd Qtr. 1995       1.95              -.72        1.23             .46
- --------------------------------------------------------------------------------
  One Year          8.05             -2.01        5.92            2.55
- --------------------------------------------------------------------------------
Three Years         7.54             -3.02        4.35            2.73
- --------------------------------------------------------------------------------
 Five Years         7.09             -4.61        2.23            2.92
- --------------------------------------------------------------------------------
 Ten Years          6.95               .54        7.52            3.53
================================================================================
Source: Real Estate Performance Report
        National Council of Real Estate Investment Fiduciaries
================================================================================

     It is noted that the positive total return continues to be affected by the
capital return component which has been negative for the last five years.
However, as compared to the CPI, the total index has performed relatively well.

Real Estate Investment Trust Market (REITs)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter the
market until the latter part of 1993 and early 1994. It is noted that REITs
have dominated the investment market for apartment properties and have evolved
into a major role for retail properties as well.


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                                      -19-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               National Retail Market Overview
================================================================================

     As of November 30, 1995, there were 297 REITs in the United States, about
79.0 percent (236) which are publicly traded. The advantages provided by REITs,
in comparison to more traditional real estate investment opportunities, include
the diversification of property types and location, increased liquidity due to
shares being traded on major exchanges, and the exemption from corporate taxes
when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REITs which can either be
"open-ended", or Finite-life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o    Equity REITs center around the ownership of properties where ownership
          interests (shareholders) receive the benefit of returns from the
          operating income as well as the anticipated appreciation of property
          value. Equity REITs typically provide lower yields than other types of
          REITs, although this lower yield is theoretically offset by property
          appreciation.

     o    Mortgage REITs invest in real estate through loans. The return to
          shareholders is related to the interest rate for mortgages placed by
          the REIT.

     o    Hybrid REITs combine the investment strategies of both the equity and
          mortgage REITs in order to diversify risk.

     The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. A number of "non-traditional"
REIT buyers, such as utility funds and equity/income funds, established a major
presence in the market during 1993/94.

     1995 was not viewed as a great year for REITs relative to the advances seen
in the broader market. Through the end of November, equity REITs posted a 9.3
percent total return according to the National Association of Real Estate
Investment Trusts (NAREIT). The best performer among equity REITs was the office
sector with a 29.4 percent total return. This was followed by self-storage
(27.3%), hotels (26.7%), triple-net lease (20.6%), and health care (18.8%). Two
equity REIT sectors were in the red-outlet centers and regional malls.

Retail REITs

     As of November 30, 1995, there were a total of 47 REITs specializing in
retail, making up approximately 16 percent of the securities in the REIT market.
Depending upon the property type in which they specialize, retail REITs are
divided into three categories: shopping centers, regional malls, and outlet
centers. The REIT performance indices chart shown as Table A on the following
page, shows a two-year summary of the total retail REIT market as well as the
performance of the three composite categories.



================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================



================================================================================
                       Table A - REIT Performance Indicies
- --------------------------------------------------------------------------------
                        Y-T-D Total   Dividend    No. of REIT     Market
                           Return      Yield      Securities  Capitalization*
================================================================================
                            As of November 30, 1995
================================================================================
TOTAL RETAIL               0.49%        8.36%         47         $14,389.1

    Strip Centers          2.87%        8.14%         29          $8,083.3
    Regional Malls        -2.47%        9.06%         11          $4,886.1
    Outlet Centers        -2.53%        9.24%          6          $1,108.7
- --------------------------------------------------------------------------------
                             As of November 30,1994
================================================================================
TOTAL RETAIL              -3.29%        8.35%         46         $12,913.1

    Strip Centers         -4.36%        7.98%         28          $7,402.7
    Regional Malls         2.84%        8.86%         11          $4,459.1
    Outlet Centers       -16.58%        8.74%          7          $1,051.4
- --------------------------------------------------------------------------------
  * Number reported in thousands.
    Source, Realty Stock Review
================================================================================


     As can be seen, the 47 REIT securities have a market capitalization of
approximately $14.4 billion, up 11.5 percent from the previous year. Total
returns were positive through November 1995, reversing the negative return for
the comparable period 12 months earlier. It is noted that the positive return
was the result of the strength of the shopping center REITs which constitute
nearly 60 percent of the market capitalization. Total retail REITs dividend
yields have remained constant over the last year at approximately 8.36 percent.
Regional mall and shopping center REITs dominate the total market, making up
approximately 85 percent of the 47 retail REITs.

     While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized marketplace
has provided sellers with an attractive alternative to the more traditional
market for large retail properties.

Regional Mall REITs

     The accompanying exhibit Table B summarizes the basic characteristics of
eight REITs and one publicly traded real estate operating company (Rouse
Company) comprised exclusively or predominantly of regional mall properties.
Excluding the Rouse Company (ROUS), the IPOs have all been completed since
November 1992. The nine public offerings with available information have a total
of 281 regional or super regional malls with a combined leasable area of
approximately 229 million square feet. This figure represents more than 14.0
percent of the total national supply of this product type.



================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

     The nine companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid than more traditional
real estate related investments. Excluding the Rouse Company, however, these
companies have been publicly traded for only a short period, and there is not an
established track record. General Growth was the star performer in 1995 with a
15 percent increase in its stock price following the acquisition of the Homart
retail portfolio from Sears for $1.85 billion - the biggest real estate
acquisition of the decade.



<TABLE>
====================================================================================================================================
Table B - REGIONAL MALL REIT ANALYSIS
Cushman & Wakefield, Inc.
====================================================================================================================================
REIT PORTFOLIO                         CBL       CWN        EJD        GGP        MAC       ROUS        SPG        TCO        URB
                                     CBL &      Crown     Edward    General   Macerich      Rouse      Simon    Taubman      Urban
                                    Assoc.   Amercian  Debartolo     Growth    Company    Company   Property    Centers   Shopping
====================================================================================================================================
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>
Company Overview

Total Retail Centers                    95         23         51         40         16         67         56         19         12
    - Super Regional Centers*            5          1         28         14          4         27         21         16          7
    - Regional Centers                  11         22         23         25         10         27         35          3          2
    - Community Centers                 79                    11         11          1         13         55                     3
    - Other                             --         --         --         --         --         --          3         --         --
Total Mall GLA**                    17,129     12,686     44,460     28,881     10,620     44,922     39,329     22,031      8,895
Total Mall Shop GLA**                6,500      4,895     15,300     12,111         --     19,829     15,731      9,088      2,356
Avg. Total GLA/Center**                180        552        872        722        664        670        702      1,160        741
Avg. Mall Shop GLA/Center**             68        213        300        303         --        296        281        478        196

====================================================================================================================================
Mall Operations

Reporting Year                        1994       1994       1994       1994       1994       1994       1994       1994       1994
Avg. Sales PSF of Mall GLA            $226       $204       $260       $245       $262       $285       $259       $335       $348
Minimum Rent/Sales Ratio               8.6%       7.1%       8.3%        --         --         --        6.8%      10.2%       8.1%
Total Occupancy Cost/Sales Ratio      12.2%      10.0%      12.4%        --       11 2%        --       10.2%      14.8%      11.7%
Mall Shop Occupancy Level             88.7%      84.0%      85.0%      87.0%      92.9%        --       86.2%      86.6%      93.3%

====================================================================================================================================
Share Prices

IPO Date                          10/27/93     8/9/93    6/30/94     4/8/93     3/9/94       1966   12/26/93   11/18/92    10/6/93
IPO Price                           $19.50     $17.25     $14.75     $22.00     $19.00         --     $22.25     $11.00     $23.50
Current Price (12/15/95)            $21.63      $7.38     $13.00     $19.13     $19.75     $19.63     $25.13      $9.75     $21.75
52 - Week High                      $22.00     $14,13     $15.13     $22.63     $21,88     $22 63     $26.00     $10.38     $22.50
52 - Week Low                       $17.38      $6.50     $12.00     $18.13     $19.25     $17.50     $22.50      $8.88     $18.75


====================================================================================================================================
Capitalization & Yields

Outstanding Shares***                30.20      36.85      89.60      43.37      31,45      47.87      95.64     125.85      21.19
Market Capitalization***              $653       $272     $1,165       $830       $621       $940     $2,403     $1.227       $461
Annual Dividend                      $1.59      $0.80      $1.26      $1.72      $1.68      $0.80      $1.97      $0.88      $1.94
Dividend Yield (12/15/95)             7.35%     10.84%      9.69%      8.99%      8.51%      4.08%      7.84%      9.03%      8.92%
FFO 1995****                         $1.85      $1.50      $1.53      $1.96      $1.92      $1.92      $2.28      $0.91      $2.17
FFO Yield (12/15/95)                  8.55%     20.33%     11.77%     10.25%      9.72%      9.78%      9.07%      9.33%      9.98%

====================================================================================================================================
Source:  Salomon Bothers and Realty Stock Review; Annual Reports

*    Super Regional Center (>= 800,000 Sq. Ft.).
**   Numbers in thousands (000) includes malls only.
***  Numbers in millions.
**** Funds From Operations is defined as net income (loss) before depreciation,
     amortization, other non-cash items, extraordinary items, gains or losses on
     sales of assets and before minority interests in the Operating
     Partnership.
====================================================================================================================================




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                                      -22-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
                                               National Retail Market Overview
================================================================================

Shopping Center REITs

     Shopping center REITs comprise the largest sector of the retail REIT market
accounting for 29 out of the total 47 securities. General characteristics of
eight of the largest shopping center REITs are summarized on Table C. The public
equity market capitalization of the eight companies totaled $6.1 billion as of
December 15, 1995. The two largest, Kimco Realty Corp. and New Plan Realty Trust
have a market capitalization equal to approximately 34.5 percent of the group
total.

     While the regional mall and outlet center REIT markets struggled through
1995, shopping center REITs showed a positive November 30, 1995 year-to-date
return of 2.87%. Through 1995, transaction activity in the national shopping
center market has been moderate. Most of the action in this market is in the
power center segment. As an investment, power centers appeal to investors and
REITs because of the high current cash returns and long-term leases. However,
with their popularity, the potential for overbuilding is high. Also creating
skepticism within this market is the stability of several large discount
retailers such as Kmart, and other discount department stores which typically
anchor power centers. Shopping center REITs which hold numerous properties where
struggling retailers are located are currently keeping close watch over these
centers in the event of these anchor tenants vacating their space.

     Similar to the regional mall REITs, shopping center REITs have been
publicly traded for only a short period and do not have a defined track record.
While the REITs have been in existence for a relatively short period, the growth
requirements of the companies should place upward pressure on values due to
continued demand for new product.



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                                      -23-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               National Retail Market Overview
================================================================================



====================================================================================================================================
Table C - SHOPPING CENTER REIT ANALYSIS
Cushman & Wakefield, Inc.
====================================================================================================================================
REIT PORTFOLIO                                     DOR        FRT        GRT        JPR        KIM        NPR        VNO        WRI
                                                Devel.    Federal   Glimcher         JP      Kimco   New Plan    Vornado Weingarten
                                           Diversified Realty Inv     Realty Realty Inc Realty Corp    Realty     Realty     Realty
====================================================================================================================================
<S>                                         <C>        <C>        <C>         <C>       <C>        <C>         <C>       <C>
Company Overview

Total Properties                                   111         53         84         46        193        123         65        161
Total Retail Centers                               104         53         84         40        193        102         56        141
Total Retail GLA*                               23,600     11,200     12,300      6,895     26,001     14,500      9,501     13,293
Avg. Total GLA/Center*                             227        211        146        172        135        142        170         94

- ------------------------------------------------------------------------------------------------------------------------------------

Mall Operations

Reporting Year                                               --         1994       --         1994       --         --         1994
Total Rental Income                               --         --      $71,101       --     $125,272       --         --     $112,233
Average Rent/Square Foot                         $6.04                  --         --        $4.82       --         --        $8.44
Total Operating Expenses                          --         --      $45,746       --      $80,563       --         --      $76,771
Operating Expenses/Square Foot                    --         --        $3.72       --        $3.10       --         --        $5.78
Operating Expense Ratio                           --         --         64.3%      --         64.3%      --         --         68.4%
Total Occupancy Level                             96.6%      95.1%      96.3%      94.0%      94.3%      95.4%      94.0%      92.0%

- ------------------------------------------------------------------------------------------------------------------------------------

Share Prices

IPO Date                                          1992       1993       1994       1994       1991       1973       1993       1985
IPO Price                                       $19.50     $17.25     $14.75     $22.00     $19.00       --       $22.25       --
Current Price (12/15/95)                        $29.88     $23.38     $17,75     $20.63     $42.25     $21.63     $36.13     $36.13
52 - Week High                                  $32.00     $23.75     $22.38     $21.38     $42.25     $23.00     $38.13     $38.13
52 - Week Low                                   $26.13     $19.75     $16.63     $17.38     $35.00     $18.75     $32.75     $32.75

- ------------------------------------------------------------------------------------------------------------------------------------

Capitalization & Yields

Outstanding Shares**                             18.96      32.22      24.48      19.72      22.43      53.26      24.20      26.53
Market Capitalization**                           $567       $753       $435       $407       $948     $1,152       $874       $959
Annual Dividend                                  $2.40      $1.64      $1.92      $1.68      $2.16      $1.39      $2.24      $2.40
Dividend Yield (12/15/95)                         8.03%      7.01%     10.82%      8.14%      5.11%      6.43%      6.20%      6.64%
FFO 1995****                                     $2.65      $1.78      $2.25      $1.83      $3.15      $1.44      $2.67      $2.80
FFO Yield (12/15/95)                              8.87%      7.61%     12.68%      8.87%      7.46%      6.66%      7.39%      7.75%

- ------------------------------------------------------------------------------------------------------------------------------------
Source: Salomon Brothers and Realty Stock Review. Annual Reports

     *    Numbers in thousands (000) includes retail properties only.
     **   Numbers in millions.
     ***  Funds From Operations is defined as net income (loss) before
          depreciation, amortization, other non-cash items, extraordinary items,
          gains or losses on sales of assets and before minority interests in
          the Operating Partnership.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>







================================================================================

                                      -24-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                               National Retail Market Overview
================================================================================

Outlook

     A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

     With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

     o    The gradual obsolescence of some existing retail locations and retail
          facilities;

     o    The evolution of the locational needs and format preferences of
          various anchor tenants; and

     o    Rising retail sales generated by increasing population and household
          levels.

     By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

     On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer. There will
continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet the
needs of the consumer. Quite obviously, many of the nations' existing retail
developments will find it difficult if not impossible to compete. Tantamount to
the success of these older centers must be a proper merchandising or
repositioning strategy that adequately considers the feasibility of the capital
intensive needs of such an undertaking. Coincident with all of the change which
will continue to influence the industry is a general softening of investor
bullishness. This will lead to a realization that the collective interaction of
the fundamentals of risk and reward now require higher capitalization rates and
long term yield expectations in order to attract investment capital.




================================================================================

                                      -25-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                          QUALIFICATIONS OF RICHARD W. LATELLA
================================================================================

Professional Affiliations

Member, American Institute of Real Estate Appraisers
  (MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R
State of Maryland Certified General Real Estate Appraiser #01462
Minnesota Certified General Real Estate Appraiser #20026517
Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348
State of Michigan Certified General Real Estate Appraiser #1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

Real Estate Experience

Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience has
been in appraising a full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and specialty centers on a
national basis. As Senior Director of Cushman & Wakefield's Retail Group his
responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 200 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W, Orpen & Associates, Trenton, New Jersey, assisting in the
preparation of appraisals of residential property and condemnation analyses from
July 1975 to April 1977. 

Formal Education Trenton State College, Trenton, New
Jersey Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.





                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

================================================================================



                        Louisiana Real Estate Appraisers
                          State Board of Certification

                      TEMPORARY REGISTRATION CERTIFICATION

    Having complied with R. S. 1950, Title 37, Chapter 51, Subsection 3401.C.
      of the Louisiana Real Estate Appraisers Certification Law, temporary
     registration to operate as a non-resident real estate appraiser in the
                    state of Louisiana is hereby granted to:
                              Vincent S. Maniscalco

            This certification shall remain in effect until such time
    as the appraisal assignment on the following real property is complete:

                     The Esplanade Regional Shopping Center
                              West Esplanade Avenue
                                Kenner, Louisiana
[SEAL]


Date Issued: June 18, 1996                              /s/ Jack E. Evans Jr.
                                                    ----------------------------
                                                    Jack E. Evans, Jr., Chairman




================================================================================



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                       QUALIFICATIONS OF VINCENT S. MANISCALCO
================================================================================

EDUCATION

UNIVERSITY OF CONNECTICUT

     Bachelor of Science, Real Estate and Urban Economics
     May, 1986

     The Appraisal Institute

     Course 1A-1 - Real Estate Appraisal Principles
     Course 1A-2 - Basic Valuation Procedures
     Course 1B-A - Capitalization Theory & Techniques Part A
     Course 1B-B - Capitalization Theory & Techniques Part B
     Course 2-1 -  Case Studies in Real Estate Valuation
     Course SPP - Standards of Professional Practice

     The Society of Real Estate Appraisers

     Course 202 - Applied Income Property Valuation

PROFESSIONAL AFFILIATIONS

     Candidate of The Appraisal Institute

     Certified General Appraiser - State of Connecticut 0000390

     Temporary Licensed Real Estate Appraiser - State of Rhode Island TA0005OG

EXPERIENCE

     Actively engaged in commercial real estate analysis since 1986 as follows:

     Cushman & Wakefield of CT, Inc, Stamford, CT
                                     April, 1988 - Present

     Senior Associate involved with the preparation of appraisals of a wide
     range of income producing properties, feasibility studies, market surveys,
     and investment analysis.

     L. W. Ellwood and Company,      Ridgewood, NJ
                                     June, 1986 - April, 1988

     Associate involved with the preparation of appraisals of a wide range of
     investment quality income producing properties throughout the continental
     United States.




                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                              =================================================

                              COMPLETE APPRAISAL OF
                              REAL PROPERTY

                              The Galleria at White Plains
                              100 Main Street
                              City of White Plains,
                              Westchester County, New York



                              =================================================
                              IN A SELF-CONTAINED REPORT




                              As Is Market Value
                              As of May 14, 1996





                              Prepared For:

                              Cadillac Fairview U.S., Inc.
                              20 Queen Street West, Fourth Floor
                              Toronto, Ontario M5H 3R4


                              Prepared By:

                              Cushman & Wakefield, Inc.
                              Valuation Advisory Services
                              51 West 52nd Street, 9th Floor
                              New York, NY 10019


<PAGE>


Cushman & Wakefield, Inc.                                  CUSHMAN &  
51 West 52nd Street                                        WAKEFIELD(R)         
New York, NY 10019-6178                                                         
(212) 841-7500                                             Improving your place 
                                                               in the world.    
                                                           
                                                                              
                                                          






June 18, 1996




Mr. John Macdonald
Cadillac Fairview U.S., Inc.
20 Queen Street West, Fourth Floor
Toronto, Ontario M5H 3R4

Re:  Complete Appraisal of Real Property
     The Galleria at White Plains
     100 Main Street
     City of White Plains, Westchester County, New York

Dear Mr. Macdonald:

In fulfillment of our agreement as outlined in the Letter of Engagement, Cushman
& Wakefield, Inc. is pleased to transmit our Self-Contained Complete Appraisal
Report estimating the Market Value of the leased fee estate in the above
referenced property. Specifically, we are providing an "As Is" Market Value
estimate as of the date of inspection.

The subject property is The Galleria at White Plains, an enclosed urban regional
mall containing a total of 882,728+/- square feet. Owned GLA is composed of mall
shops, food court, and kiosks totaling 326,813+/- square feet. We would note
that our projected net operating income is substantially below the 1996 budgeted
figure. This is primarily due to the fact that the budget was prepared before
Filene's Basement vacated the property. This tenant was scheduled to produce
$313,200 in base rent obligations, $60,344 in CAM contributions, and $256,546 in
tax obligations ($630,090 total). Management's budget also includes $105,834 in
percentage rent from Family Pet Center which we have modeled as a non-reporting
temporary tenant paying $37,773 in base rent only.

The value opinion reported herein is qualified by certain assumptions, limiting
conditions, certifications, and definitions, which are set forth in the report.
This report has been prepared for Cadillac Fairview U.S., Inc. ("Client") and
its affiliates and is intended only for its specified use. It may not be
distributed to or relied upon by other persons or entities without written
permission of Cushman & Wakefield, Inc.

The property was inspected by and the report was prepared by Jay F. Booth.
Richard W. Latella, MAI has reviewed and approved the report but did not inspect
the property for this assignment.


<PAGE>


Cushman & Wakefield, Inc.

Client Name
Company                               -2-                                 Date


Based upon our Complete Appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the "As Is"
Market Value of the leased fee estate in the referenced property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of May 14,
1996, was:

                           ONE HUNDRED MILLION DOLLARS
                                  $100,000,000

This report has been prepared in accordance with our interpretation of your
institution's guidelines, and in compliance with FIRREA and the Uniform
Standards of Professional Appraisal Practice, including the Competency
Provision.

This letter is invalid as an opinion of value if detached from the report, which
contains the text, exhibits, and an Addenda.

Respectfully submitted,
Cushman & Wakefield, Inc.



/s/ Jay F. Booth
- ----------------
Jay F. Booth
Retail Valuation Group
State of New York Certified General
Real Estate Appraiser No. 46000026796



/s/ Richard W. Latella
- ----------------------
Richard W. Latella, MAI
Senior Director
Retail Valuation Group

JFB:RWL:emf
C&W File No. 96-9216


<PAGE>


                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                          The Galleria at White Plains

Property Type:                          Enclosed Urban Regional Shopping Mall

Location-                               The subject property is located in
                                        downtown White Plains, New York between
                                        Main Street (north), Martine (south),
                                        Court (east), and Lexington Avenue
                                        (west). The property address is 100 Main
                                        Street.

Tax Map/Parcel Nos.:                    125.75-4-2; 125.75-4-3

Interest Appraised:                     Leased Fee

Date of Value:                          May 14,1996

Date of Inspection:                     May 14,1996

Ownership:                              Cadillac Fairview W.P. Associates

Land Area
    Mall Site:                          5.44+/- acres
    JCPenney Parcel (Ground Lease):     1.46+/- acres
    -------------------------------     -------------
    Total Appraised Portion of Site:    6.90+/- acres
    Stern's Parcel (Not Owned):         2.25+/- acres
    -------------------------------     -------------
    Total Site:                         9.15+/- acres

Zoning:                                 B-6 (UR-3), Enclosed Mall District

Highest and Best Use
    As If Vacant:                       Retail use built to its maximum feasible
                                        F.A.R. and conforming to surrounding
                                        land use patterns.

    As Improved:                        Continued use as a multi-level urban
                                        shopping mall.

Improvements
    Description:                        Four-level enclosed urban regional mall
                                        anchored by JCPenney and Stern's.
                                        Constructed in 1980, the mall contains
                                        882,728+/- square feet of which mall
                                        shops, food court, and kiosks comprise
                                        326,813+/- feet.

    Year Built/Renovated:               1980/1993

Building Area
    JCPenney*:                          227,316+/- square feet
    Stern's*:                           328,599+/- square feet
    Mall Shop GLA:                      326,813+/- square feet
    --------------                      ----------------------
    Total GLA:                          882,728+/- square feet

                                        *Stores separately owned; JCPenney
                                        subject to ground lease; Stern's will
                                        become Macy's as of mid-July 1996.


<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

Summary of Income and Expense Information:

================================================================================
                                Operating Summary
================================================================================
                        1994 Actual       1995 Actual              1996 Budget
================================================================================
Operating Income        $17,434,454       $18,376,676              $17,759,198
- --------------------------------------------------------------------------------
Operating Expenses      $ 8,097,816       $ 8,292,469              $ 8,265,686
- --------------------------------------------------------------------------------
Net Income              $ 9,336,638       $10,084,207              $ 9,493,512
================================================================================

============================
Income Approach Assumptions 
============================

Current Occupancy:                      81.4% (Inclusive of pending leases,
                                        lease renewals, and month-to-month
                                        tenants)

Stabilized Occupancy:                   95.5%

Forecasted Date of Stabilization:       July 1,1999

Sales Growth:                           Flat  - 1996
                                        2.0%  - 1997
                                        3.0%  - 1998
                                        3.5%  - Thereafter

Rent Growth:                            Flat  - 1996-1997
                                        2.0%  - 1998
                                        3.0%  - 1999
                                        3.5%  - Thereafter

Expense Growth:                         3.5%  - 1996-2006

Tax Growth:                             6.0%  - 1996-1997
                                        5.0%  - 1998
                                        4.0%  - Thereafter
Tenant Alterations
     New:                               $8.00/SF
     Renewal:                           $1.00/SF

Leasing Commissions
     New:                               $3.50/SF
     Renewal:                           $1.50/SF

Renewal Probability:                    70.0%

Going-In Capitalization Rate:           8.75 - 9.25%

Terminal Capitalization Rate:           9.00 - 9.50%

Discount Rate:                         11.00 - 11.50%


<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

====================
"As Is" Market Value
====================

Value Indicators
    Sales Comparison Approach:                 $101,000,000 to $103,000,000
         Value Per Sq/Ft Owned GLA:            $     309.05 to $    315.16

    Income Approach
         Discounted Cash Flow:                 $99,000,000
         Direct Capitalization:                N/A

Value Conclusion:                              $100,000,000
    Value Per Square Foot:                     $    305.99 (Owned GLA - 
                                               326,813 Sq/Ft)


    Implicit Capitalization Rate (FY 1997):           8.65% (NOI - $8,565,847)

Exposure Time Implicit
    In Market Value Estimate:                  12+/- months

Special Risk Factors:

     The following special risk factors for the subject property have been
considered during the appraisal assignment at hand:

     o    The Westchester Mall opened in March 1995 and is located one-half mile
          south of the subject. Anchors include Nordstrom and Neiman-Marcus.
          With the opening of this property, combined with a generally poor year
          for retailers in 1995, the subject property experienced a 10.0-15.0
          percent decline in sales. Although we have taken a no growth" stance
          on sales projections for 1996, the complete impact of The Westchester
          remains difficult to measure at this time. We believe that The
          Westchester is likely to draw away sales from the subject for another
          9-12+/- months due to continued curiosity shopping. However, we
          believe that, in the long-run, these two properties can co-exist in
          the White Plains market. A more complete discussion of The Westchester
          can be found in the Retail Market Analysis section of this report.

     o    We would also note the potential for tenants at the subject property
          opening stores at The Westchester in addition to, or instead of,
          operating at The Galleria. To date, very few tenants have defected the
          subject entirely for The Westchester. Several stores, including
          Athlete's Foot, The Limited Group, and The Gap, have opened second
          units at The Westchester, retaining their existing stores at The
          Galleria. This issue remains a potential risk for the subject in the
          near-term.

     o    Finally, Stern's has been an underperforming store at the subject
          since it replaced Abraham & Straus in May 1995. The conversion was
          part of the Federated Department Store/R.H. Macy & Company merger. The
          company is currently in the process of converting Stern's to a Macy's
          unit, closing their existing Macy's store two blocks from the subject.
          We assume that this conversion will be performed in a timely,
          workmanlike manner and that no serious disruption will impact the
          mall. Federated has stated that Stern's will likely close the first
          week of July 1996, opening one- to two-weeks later as Macy's following
          store renovations.


<PAGE>


                                        Summary of Salient Facts and Conclusions
================================================================================

Special Assumptions Affecting Valuation:

     1.   Throughout this analysis we have relied on information provided by
          ownership and management which we assume to be accurate. In this
          regard, we have reviewed actual lease documents for several in-line
          stores and all anchor tenants, a current rent roll of all tenants,
          operating statements, and a 1996 budget for income and expenses at the
          subject property, including any capital improvement projects.

     2.   Our cash flow analysis and valuation has recognized that all signed
          leases and any pending leases with a high probability of being
          consummated are implemented according to the terms presented to us by
          management. Such leases are identified within the body of this report.

     3.   The forecasts of income, expenses, and absorption of vacant space
          included herein are not predictions of the future. Rather, they are
          our best estimates of current market thinking on future income,
          expenses, and demand. We make no warranty or representation that these
          forecasts will materialize.

     4.   The Americans With Disabilities Act (ADA) was enacted in 1990,
          requiring equal access to public places for disabled persons.
          Virtually all landlords of commercial facilities and tenants engaged
          in business that serve the public have compliance obligations under
          the law. While we are not experts in this field, our understanding of
          the law is that it is broad-based and that most existing commercial
          facilities are not in full compliance because of construction prior to
          enactment. We recommend a compliance study be performed by qualified
          personnel to determine the extent of potential non-compliance at the
          subject and any costs to cure.

     5.   Please refer to the complete list of assumptions and limiting
          conditions included at the end of this report.


<PAGE>


                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================




                                     [PHOTO]
                                [GRAPHIC OMITTED]



               View of Stern's store facing north on Court Street.




                                     [PHOTO]
                                [GRAPHIC OMITTED]



                  Stern's entrance along Main Street at Court.



<PAGE>


                                                 Photographs of Subject Property
================================================================================




                                     [PHOTO]
                                [GRAPHIC OMITTED]



            View of JCPenney store from corner of Main and Lexington.




                                     [PHOTO]
                                [GRAPHIC OMITTED]



          Midsection of mall exterior along south side of Main Street.



<PAGE>


                                                 Photographs of Subject Property
================================================================================




                                     [PHOTO]
                                [GRAPHIC OMITTED]



             Center court area looking down upon food court seating.




                                     [PHOTO]
                                [GRAPHIC OMITTED]



                                Food court area.



<PAGE>


                                                 Photographs of Subject Property
================================================================================




                                     [PHOTO]
                                [GRAPHIC OMITTED]



                                 Mall concourse.




                                     [PHOTO]
                                [GRAPHIC OMITTED]



                                JCPenney throat.



<PAGE>


                                                               TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF SUBJECT PROPERTY................................................9

INTRODUCTION...................................................................1
      Identification of Property...............................................1
      Property Ownership and Recent History....................................1
      Purpose and Intended Use of the Appraisal................................1
      Extent of the Appraisal Process..........................................2
      Date of Value and Property Inspection....................................2
      Property Rights Appraised................................................2
      Definitions of Value, Interest Appraised, and Other Pertinent Terms......2
      Legal Description........................................................4

REGIONAL ANALYSIS..............................................................5

NEIGHBORHOOD ANALYSIS ........................................................14

RETAIL MARKET ANALYSIS .......................................................17

PROPERTY DESCRIPTION..........................................................54
      Site Description........................................................54
      Improvements Description................................................56

REAL PROPERTY TAXES AND ASSESSMENTS...........................................62

ZONING .......................................................................64

HIGHEST AND BEST USE..........................................................65
      A. Highest and Best Use of Site As Though Vacant........................65
      B. Highest and Best Use of Property As Improved.........................67

VALUATION PROCESS.............................................................69

SALES COMPARISON APPROACH.....................................................70

INCOME APPROACH...............................................................85

RECONCILIATION AND FINAL VALUE ESTIMATE......................................115

ASSUMPTIONS AND LIMITING CONDITIONS..........................................117

CERTIFICATION OF APPRAISAL...................................................119

ADDENDA......................................................................120



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                    INTRODUCTION
================================================================================

Identification of Property

     The subject of this appraisal is The Galleria at White Plains, a four-level
enclosed urban regional mail containing 882,728+/- square feet. The mail is
anchored by JCPenney (227,316+/-sf) and Stern's (328,599+/-sf). Both anchors own
their own stores, although JCPenney is on a long-term ground lease. Stern's is
currently in the process of being converted to Macy's, another store division of
Federated Department Stores, Inc. Mall shops, food court, and kiosks comprise
326,813+/- square feet of the property (owned GLA), with a current occupancy of
about 81.4 percent, including pending leases.

     The Galleria is sited on 9.15+/- total acres bounded by Main Street to the
north, Martine Avenue to the south, Court Street to the east, and Lexington
Avenue to the west in downtown White Plains, New York. The site itself is
bisected by Grove Street which provides ingress/egress into a municipally-owned
parking garage.

     Historically, The Galleria has been the area's dominant destination center
for traditional merchandise. With a substantial trade area and high levels of
income, The O'Connor Group recently opened The Westchester, an 830,000+/- square
foot regional mall located about one-half mile south of the subject. Although
the two malls compete to a certain degree, the potential exists to draw
additional customers to the area by means of the expanded merchandise offered
between the two malls. In the near-term, the subject is likely to feel the
impact of this project in terms of lost sales growth and the potential for
increased vacancy.

Property Ownership and Recent History

     Title to the appraised portion of the subject property is held by Cadillac
Fairview W.P. Associates. The mall was originally developed by Cadillac Fairview
Company (now a subsidiary of JMB Realty) and opened in August 1980. JMB to
continues to operate the center since acquiring an interest in Cadillac
Fairview.

     Over the past three years, the subject has undergone significant changes.
Most notably, a major renovation and remerchandising strategy has been
completed. Approximately $15.5 million was spent between 1992 and 1993 on the
renovation which was completed in November 1993. This is equal to roughly $47.43
per square foot of owned GLA. In May 1995, A&S was converted to Stern's as part
of the Federated/Macy's merger. Stern's has been an underperformer and will be
replaced by Macy's in July 1996. Details of other property changes can be found
in the Property Description section of this report.

     The property is currently encumbered by a number of leases with tenants who
are open and operating. Abstract summaries of the JCPenney ground lease and
Abraham & Straus (Stern's) Operating and Reciprocal Easement Agreement (OREA)
have been reviewed and are contained in our files.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the 'As Is" Market Value of a
Leased Fee Estate in the subject property. The appraisal is to be used by the
Client and its affiliates to determine the asset's value in its underwriting
efforts.

===============================================================================

                                       -1-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    Introduction
================================================================================

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of all buildings and site improvements and a
          representative sample of shops with Winnette Peltz, the property
          manager;

     o    Interviewed representatives of the property management company;
          Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent occupancy with the leasing manager;

     o    Reviewed a detailed history of income and expenses as well as a budget
          forecast for 1996;

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing shopping centers which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files;

     o    Prepared an estimate of stabilized income and expenses (for
          capitalization purposes);

     o    Prepared a detailed discounted cash flow (DCF) analysis using Pro-Ject
          +plus software for the purpose of discounting a forecasted net income
          stream into a present value of the leased fee estate for the center;

     o    Conducted market inquiries into recent sales of similar retail
          properties to ascertain sale prices per square foot, effective gross
          income multipliers, and capitalization rates. This process involved
          telephone interviews with buyers, sellers, and/or participating
          brokers;

     o    Prepared Sales Comparison and Income Approaches to value; 

     o    Reconciled the value indications and concluded a final value estimate
          for the subject in its "As Is" condition; and

     o    Prepared a Complete Appraisal of real property, with the results
          conveyed in this Self-Contained Report.

Date of Value and Property Inspection

     The date of value is May 14, 1996. On that date, Jay F. Booth inspected the
property and its environs. Richard W. Latella, MAI has reviewed and approved the
report and has inspected the subject property on other occasions.

Property Rights Appraised

     Leased Fee Estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

================================================================================

                                       -2-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    Introduction
================================================================================

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;
                       
     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and
                      
     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Fee Simple Estate
     
     Absolute ownership unencumbered by any other interest or estate, subject to
     the limitations imposed by the governmental powers of taxation, eminent
     domain, police power, and escheat.

     Leased Fee Estate
     
     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent
     
     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

================================================================================

                                       -3-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    Introduction
================================================================================

     Cash Equivalent
     
     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Market Value As Is on Appraisal Date
     
     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; related to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

     Legal Description
     
     We have not been provided with a complete metes and bounds legal
description of the subject property. The property can generally be described as
Tax Map Parcel Nos. 125.75-4-2 (Account No. 30010002106) and 125.75-4-3 (Account
No. 3003002005), City of White Plains Assessor's Office.

================================================================================

                                       -4-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               REGIONAL ANALYSIS
================================================================================

Introduction
 
     The short- and long-term value of real estate is influenced by a variety of
factors and forces which interact within a given region. Regional analysis
serves to identify those forces which affect property value and the role they
play within the region. The four primary forces which influence real property
value include environmental characteristics, governmental forces, social
factors, and economic trends. These forces determine the supply and demand for
real property which, in turn, affect market value.


================================
A. Environmental Characteristics
================================

     The primary environmental forces which influence the region include
physical location, geography, and infrastructure. These characteristics provide
a basis for the region's stability and describe the area's overall locational
bearing. Both natural and man-made environmental forces influence real property
values and are best understood in relation to the subject property's location.

General Overview

     The subject property is located in the City of White Plains, Westchester
County, New York. White Plains is the county seat and second largest city in
Westchester County behind Yonkers. Westchester County covers nearly 450 square
miles of wooded suburban settings and established cities, containing 6 cities,
34 towns, and 23 villages. Westchester is bordered to the north by Putnam
County, New York; to the south by New York City; to the east by Long Island
Sound and Fairfield County, Connecticut; and to the west by the Hudson River.
Westchester County has benefited from its proximity to New York City, as well as
an excellent transportation network.

Transportation

     Westchester County's transportation network includes four interstate
highways, seven parkways, three commuter rail lines, and a national airport.
Following is a brief overview of the transportation network serving the county.

     Highways & Interstates
     
     A primary mode of transportation in Westchester County is the automobile.
County residents benefit from four interstate highways (I-287, I-87, I-95,
I-684), and seven parkways (Saw Mill River, Hutchinson River, Bronx River,
Sprain Brook, Cross County, Taconic State, Playland, and Central Westchester).
Interstate 95 is the East Coast's primary north-south thoroughfare, passing
through southern Westchester en route to Connecticut and other points north.
Interstate 87 (New York State Thruway) parallels the Hudson River, linking
Westchester with New York City to the south and Upstate New York. I-287 (Cross
Westchester Expressway) is the major east-west conduit, connecting the Tappan
Zee Bridge with I-95, and passing through White Plains. The addition of
Interstate 684, which runs north from White Plains through the central portion
of the county and into Putnam, has spawned growth in Northern Westchester
County. These and other local roadways lay the foundation for all major economic
and employment centers within the county.

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                                       -5-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

     Air Service
     
     The Westchester County Airport is centrally located in Harrison off of
Interstate 684, offering airline and charter passenger services, corporate and
general aviation, and aircraft maintenance and storage facilities. The facility
opened a new terminal in 1995 after undergoing a $95 million modernization. New
York City's four international airports, Newark, JFK, LaGuardia, and Stewart,
are all within an hour's drive from most parts of Westchester.

     Public & Commuter Services
     
     Public transportation in Westchester County is good, particularly in terms
of commuter rail service into Midtown Manhattan, New York City. Commuter rail
lines are controlled by Metro North, with three main branch lines: the Hudson
Line, Harlem Line, and New Haven Line. In addition, there is an inter-county bus
network, called the Bee-Line, which has routes along most major roadways and
into Putnam County and New York City.

     Other Services
     
     Westchester County is also serviced by freight carriers, cargo and shipping
companies, and rail. Conrail and a number of smaller rail lines provide
rail-freight service within the region. The Hudson River accommodates domestic
and international shipping of bulk products, primarily by tugboat carriers from
docking facilities along the Hudson River.


===============================
B. Governmental Characteristics
===============================

     Governmental influences on the region impact property values via political
and legal actions at all levels. The legal climate at a particular time or in a
particular place may overshadow the natural market forces of supply and demand.
Government provides many necessary facilities and services that affect land use
patterns, including public utilities, refuse collection, transportation
networks, zoning codes, and fiscal policies.

Government Structure

     Westchester County government is organized among the three traditional
branches, executive, legislative, and judicial. The county executive is chosen
by general election. The county legislature is composed of a 17-member board
representing various districts in the county. The county is the largest single
employer, public or private, in Westchester, providing an array of services,
including police protection, sewage treatment, bus service, road construction
and repair, and a number of social, health, and human services.

     Below the county, Westchester's 43 separate cities, towns, and villages
have their own individual government structures with a wide range of services.
These municipal governments generally have an elected mayor or supervisor, and a
municipal council or board that serves as the legislative arm. Municipal
services include water, sewer, and street maintenance, as well as fire and
police protection. All local governments have the power to assess and levy taxes
on real property, and all have planning and zoning boards that determine
municipal zoning codes and master plans for their communities.

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                                       -6-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

Tax Structure

     The State of New York carries a general sales tax, gas tax, tobacco and
alcohol tax, public utilities tax, motor vehicle tax, and individual income tax,
among others. Locally, property taxes are levied based upon a millage rate per
$100 of assessed value. Property taxes include a county rate, municipal rate,
and school rate.

Services & Utilities

     The City of White Plains and Westchester County provide a range of
municipal and county services, including police and fire protection, emergency
medical services, street construction and maintenance, traffic signalization,
planning and zoning, community and economic development, and parks and
recreation. Consolidated Edison provides electric service to most areas of
Westchester, except for the northeastern part which is served by New York State
Electric and Gas. Con Edison also supplies natural gas to the region, except for
North Salem, Lewisboro, Pound Ridge, and portions of Bedford and Yorktown.

Bond Rating

     Moody's Bond Record places the State of New York's bond rating as 'A'
relative to investment qualities. Westchester County carries a bond rating of
'Aaa', while the City of White Plains carries a bond rating of 'Aa1'. 'Aa' bonds
are judged to be of high quality by all standards but include elements that may
present long-term risks which appear somewhat higher than 'Aaa'. 'Aaa' bonds are
judged to be the best quality and carry the smallest degree of investment risk.
The '1' designation suggests that the bond group possesses the strongest
investment attributes.


================
C. Social Forces
================

     Real estate values can be influenced to a large degree by social issues
impacting the region, including population trends, income levels, the profile of
workers in the area, and other quality of life issues. The demographic
composition of the population reveals the potential, basic demand for real
estate services.

Population
                
     The population and its geographic distribution are basic determinants of
the need for real estate. Aggregate population growth is distributed among
regions in response to changing economic opportunities, while the demand for
real estate is created by a population's demand for the goods and services to be
produced or distributed within the region. Thus, population and demographic
trends can influence the demand for services provided by property, thereby
affecting property value.

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                                       -7-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

     After peaking in the early 1970s, population in Westchester County has
remained relatively stable, exhibiting only moderate increases over the past 10
years. Between 1980 and 1990, population in Westchester increased at a compound
annual rate of only 0.1 percent per year. From 1990 to 1995, population has
grown at an annual rate of about 0.3 percent per annum to 888,980.

     Through 2000, population growth is forecasted to be flat according to Woods
& Poole Economics, lower than the rate of growth projected for the state as a
whole. The Westchester County Planning Department projects population growth of
0.1 percent per year through 2000, while Demographics USA and CACI Marketing
Systems forecast growth of 0.2 and 0.4 percent per annum, respectively. The
consensus forecast is for 0.2 percent annual population growth through 2000.

     A color graphic depicting projected population growth over the next five
years is included in the Retail Market Analysis section of this report. As can
be seen, the largest areas of growth are forecasted to be in areas of central
and northern Westchester County. Purchase is projected to see growth of 6.0-7.6
percent per annum, while most areas surrounding White Plains will have increases
between 0.1-3.0 percent per year.

Households

     Household formation is an important component of demographic analysis which
helps to identify changing patterns or shifts within the population. A household
consists of all people occupying a single housing unit, thus providing
significant sociological information about the region. Household formation also
has a significant influence on demand for real estate. Households, combined with
effective purchasing power, provide the basic demand for housing units and
household needs, thereby transforming needs into effective demand for real
estate improvements.

     Like the nation as a whole, household formation has occurred at a rate in
excess of population growth within the subject region. This acceleration has
been the result of several trends, namely the fact that the population is
generally living longer, divorce rates have been on the rise, and many younger
professionals are postponing marriage and/or leaving home at an earlier age, all
resulting in increases of one- and two-person households. The total number of
households in Westchester County has increased from 309,450+/- in 1980 to
323,900+/- in 1995, a compound annual increase of about 0.3 percent per year.
Accordingly, the number of persons per household within the MSA has decreased
from 2.80 in 1980 to 2.74 in 1995.

     Projections through 2000 show household growth at 0.0-0.1 percent per year,
slightly higher than population growth forecasts. Westchester County Planning is
projecting annual household formation at a rate of 0.4 percent per year, while
Demographics USA and CACI forecast annual growth of 0.3 and 0.4 percent,
respectively. Combined, the consensus forecast shows annual household growth of
0.3 percent per year through 2000.

================================================================================

                                       -8-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

Income

     Income levels, either on a per capita, per family, or per household basis,
indicate the economic level of residents within the region and form an important
component of economic analysis. Average income has a direct impact on the
ability of residents to satisfy material desires for goods and services,
directly affecting the demand and price levels of real estate.

     Average income levels within the subject region are above state and
national figures. On a per capita basis, Westchester County has an average
income of $37,850 for 1995, about 44.5 percent higher than the state level of
$26,189 and 68.3 percent higher than national statistics. Income growth has
generally outpaced state and national trends, experiencing annual growth of
roughly 7.8 percent per year (1980-90); 3.2 percent per year from 1990 to 1995
(not adjusted for inflation). Income projections show per capita income growth
of 4.4 percent per year for Westchester County.

     A large part of the differential between Westchester's income levels and
that of the state or region is accounted for by residents who commute into
Manhattan to predominantly professional, technical, and managerial employment.
Although income levels are above average for the state, higher taxes and housing
costs can often erode the purchasing power of area residents. As such, the
effective disposable income of residents-adjusted for tax payments,
contributions to pension funds, and the cost of new housing-do not rank as well
against other regions of the state. This is not the case for Westchester County.
Sales & Marketing Management places median household effective buying income at
$59,654 for Westchester County as of 1994, 43.7 percent higher than the state
median of $41,500 and 60.9 percent above the U.S. median of $37,070. The City of
White Plains shows a median household EBI of $55,207.

     A color graphic displaying average household income by area is presented in
the Retail Market Analysis section of this report. As shown, areas of central
and southern Westchester are generally more affluent than other sectors. The
highest levels of income are located in Scarsdale, Purchase, Armonk, and
Bedford, as well as Briarcliff Manor and Chappaqua.


==================
D. Economic Trends
==================

     Economic forces are significant to real property value. The fundamental
relationships between current and anticipated supply and demand and the economic
ability of the population to satisfy its wants, needs, and demands through
purchasing power are tantamount to such an analysis. Some of the specific market
characteristics considered in economic analysis include employment trends, the
economic base of the region, expansion and new development, and the overall
economic health of the region.

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                                       -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

Overview
 
     Westchester County is noted for the number of large corporations that
maintain headquarters or branch operations within the county. Over one-third of
the county's non-agricultural wage and salary employment is provided by the 450
largest firms that each employ over 50 or more people. At least 35 companies, 8
of which are Fortune 500 firms, maintain their corporate U.S. or international
headquarters within the county. The presence of so many companies with national
or international operations serves as a buffer against some of the short-term
swings seen in state and local economies.

Employment Distribution

     The largest sectors of non-agricultural employment in Westchester include
Services, Wholesale/Retail Trade, Government, and Finance, Insurance and Real
Estate (F.I.R.E.). Services currently accounts for about 39.1 percent of
non-farm employment, growing at an annual rate of 0.6 percent per year over the
last five years. Wholesale/Retail Trade accounts for 19.4 percent of
non-agricultural employment, declining by nearly 1.6 percent per annum since
1990. Government and F.I.R.E. round out the top sectors of employment,
accounting for approximately 12.1 and 10.2 percent of non-farm employment,
respectively. Government jobs have been cut-back in recent years, while F.I.R.E.
employment has declined by 1.9 percent per year since 1990.

Major Employers

     One of the primary employers in Westchester County is International
Business Machines (IBM). The firm's corporate headquarters are located in
Armonk; the U.S. headquarters are in Purchase. IBM accounts for roughly 2.0
percent of all jobs in Westchester County. Other major employers in the region
include Kraft General Foods, Philip Morris, Nestle, Readers Digest, AT&T, Union
Carbide, Texaco, NYNEX, and Pepsico.

     Corporate migration over the years has transformed Westchester from a
strictly bedroom suburb of New York City, to a major employment center in its
own right. Since 1960, the number of non-residents who commute into the county
for work each day has steadily increased as new jobs have been created. The
labor force contains a larger percentage of professional, technical, and
clerical workers, and smaller percentages of blue collar categories than that of
New York State as a whole. This is a reflection of the trend to locate corporate
headquarters in Westchester.

     Although a number of firms have been drawn to Westchester over the past
decade, the largest, IBM, has undergone a corporate-wide restructuring. As part
of the restructuring program, IBM has vacated significant amounts of office and
industrial space throughout the county, as well as eliminating a number of jobs.
The number of IBM employees has fallen from approximately 15,000 in 1985, to
about 8,000 today.

     The following chart details some of the largest employers presently located
within Westchester County.

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                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================


    ========================================================================
                      Majors Employers -Westchester County
    ========================================================================
                       Employers                               No. Employees
    ========================================================================
    Westchester County                                               9,640     
    ------------------------------------------------------------------------
    International Business Machines                                  8,000
    ------------------------------------------------------------------------
    NYNEX                                                            5,160
    ------------------------------------------------------------------------
    U.S. Postal Service                                              3,900
    ------------------------------------------------------------------------
    Yonkers Public Schools                                           2,861
    ------------------------------------------------------------------------
    Pepsico, Inc.                                                    2,550
    ------------------------------------------------------------------------
    Consolidated Edison of New York                                  2,100
    ------------------------------------------------------------------------
    General Motors                                                   2,000
    ------------------------------------------------------------------------
    City of Yonkers                                                  1,965
    ------------------------------------------------------------------------
    General Foods U.S.A.                                             1,960
    ------------------------------------------------------------------------
    Bank of New York                                                 1,944
    ------------------------------------------------------------------------
    AT&T                                                             1,822
    ========================================================================
    Source: The Westchester County Association
    ========================================================================

Unemployment Rates

     Unemployment rates in Westchester County have historically been below state
and national figures. As of 1994, the unemployment rate for Westchester was 5.5
percent, 140 points below the state unemployment rate of 6.9 percent. Mirroring
national trends, unemployment peaked in 1992 at 6.2 percent, followed by a
generally declining trend through 1994 (5.5%).


    ====================================================================
                           Historic Unemployment Rates
    ====================================================================
                       Westchester                                United
    Year                 County             New York              States
    ====================================================================
    Feb-96                 n/a                 6.6%                5.5%
    --------------------------------------------------------------------
    Feb-95                 n/a                 6.9%                5.5%
    --------------------------------------------------------------------
    1994                   5.5%*               6.9%                6.1%
    --------------------------------------------------------------------
    1993                   5.4%                7.7%                6.9%
    --------------------------------------------------------------------
    1992                   6.2%                8.5%                7.5%
    --------------------------------------------------------------------
    1991                   5.4%                7.2%                6.8%
    --------------------------------------------------------------------
    1990                   3.4%                5.2%                5.6%
    ====================================================================
    Source: Employment & Earnings: Bureau of Labor Statistics. 
    Westchester County
    *   As of June 1994.
    ====================================================================

     Although it is too soon to know what the 1995 annual adjusted rates will
be, it appears that unemployment declines have moderated within the region and
the state as a whole.

Employment Growth

     Over the past five years, it is clear that employment growth in Westchester
has moderated over the growth experienced between 1980 and 1990. Total non-farm
employment grew at a compound annual rate of 1.3 percent per year from 1980 to
1990, declining by a rate of -1.1 percent from 1990 to 1995. Services and
Finance, Insurance and Real Estate have historically led employment growth,
followed by Transportation, Communication and Public Utilities and Government.
Farm and Agricultural Service employment has remained relatively stable, while
losses in the Manufacturing base have continued, but at a more moderate pace.
Woods & Poole Economics projects little or no non-farm employment growth over
the next five years, with an annual rate of decline forecasted at -0.2 percent
per year.

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                                      -11-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

Retail Sales

     Another measure of the economic health of a region is retail sales
patterns. Consumers drive the economy by creating demand for goods and services
and, in turn, generate the need for housing, office space, retail centers, and
warehouse/distribution facilities. It is estimated that consumer spending
accounts for two-thirds of all economic activity in the United Sates today. As
such, retail sales patterns have become an important indicator of the economic
health of a region.

     Retail sales growth has been relatively strong in Westchester County over
the past nine years. Since 1985, total retail sales have grown at a compound
annual rate of 3.0 percent per, lower than statewide growth of 3.8 percent and
national growth of 5.4 percent per annum. During this same period, White Plains
experienced a decline in retail sales of -0.1 percent per year. From 1990-94,
sales growth has tracked at 1.3 percent per annum for Westchester, with New York
showing annual growth of 1.9 percent per year. The City of White Plains
exhibited an annual sales decline of -3.3 percent per annum between 1990-94.
Woods & Poole forecasts Westchester County to see annual retail sales growth of
only 0.05 percent per year above inflation through 2000 (adjusted to 1987
dollars).


========================
E. Critical Observations
========================

     The following bullet points summarize some of our general observations
relating to the subject's region:

     o    The region's economy is relatively diverse. No single sector of
          employment truly dominates the economic base. Economic volatility is
          mitigated to a certain extent by the high concentration of government
          employment.

     o    Employment growth is projected to be flat in Westchester County
          through 2000, although F.I.R.E. and Services should see moderate
          increases.

     o    Population growth is forecasted to be 0.2 percent per year, while
          household formation will occur at an annual rate of 0.3 percent.

     o    Income levels are projected to increase at an annual rate of about 4.4
          percent per year for the region through 2000. Retail sales projections
          are forecasted to grow by only 0.05 percent per year above inflation
          over the next five years. Demographics USA forecasts that average
          household Effective Buying Income will increase at an annual rate of
          3.4 percent per year.

     o    Westchester has become an important suburb region to New York City.
          Nearly one-third of the county's labor force commute to New York City;
          approximately two-thirds of this number into Manhattan.

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                                      -12-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Regional Analysis
================================================================================

Conclusion

     The short- and long-term outlook for Westchester County and its surrounding
region is for stability, with moderate long-term growth in employment and
population, and better growth projected for income levels and buying power. The
economy is relatively well diversified, with a strong labor force and good
transportation system. On balance, we are relatively optimistic about the
short-term outlook of the subject region. Long-term, the region should see
stability and moderate growth. As we foresee a slow economic growth condition
for the region, it is our opinion that the long-term prospect for net
appreciation in commercial real estate values remains positive. Westchester
County should sustain and continue moderate growth into the future, while
remaining desirable to the major industries, maintaining a strong labor force
with good government support.

================================================================================

                                      -13-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                           NEIGHBORHOOD ANALYSIS
================================================================================

Introduction

     A neighborhood is defined as a grouping of complimentary land uses affected
by similar operations of the social, economic, governmental, and environmental
forces that influence property value. The area most closely surrounding the
subject, whether it contains residential property, commercial property, or a
mixture of commercial and residential properties, is called a neighborhood.

General Overview

     The subject property is located in the City of White Plains which is
situated in lower-central Westchester County. White Plains comprises a total of
9.6 square miles and is the fourth largest city, by population, within the
county. It is bordered to the west by the Town of Greenburgh, to the north by
the towns of North Castle and Harrison, to the east by the Town of Harrison, and
to the south by the Village of Scarsdale. Neighboring communities include
affluent residential areas such as Purchase, Hartsdale, Rye, and Ardsley.

     The City of White Plains has evolved into a dynamic community over the past
20 years. In the process, it has transformed into a desirable retail, office,
and residential location. The downtown area has developed into a significant
suburban office market with major retail activity centered around the Galleria
at White Plains and the newly constructed Westchester. Additionally, White
Plains is the county seat for Westchester, spawning a strong governmental
presence due to the location of city, county, and state and federal agencies and
courts.

Access

     White Plains is a convenient location for areas both inside Westchester
County and out. The Bronx River and Hutchinson River Parkways provide direct
access into the city from as far south as The Bronx. The New England Thruway
(I-95) also services the city along Westchester County's eastern border. I-95
provides access between New York City and Connecticut. The Cross Westchester
Expressway (I-287) is the major east-west limited access roadway connecting I-95
with White Plains and west to the Tappan Zee Bridge and Rockland County. The
Taconic and Saw Mill Parkways link with communities north of White Plains and
provide access with northern Westchester County and Putnam County. Major local
arterials include Mamaroneck Road (Route 125), North Broadway (Route 22), and
North Street (Route 127).

     White Plains also benefits from a good network of public transportation.
Metro North's White Plains station runs express and local trains into New York
City's Grand Central Station. Peak travel time is approximately 30 minutes. The
city also has an efficient local bus system. Westchester County airport is
located about 5 miles northeast of the downtown area.

Land Use Patterns

     The subject property is located along the south side of Main Street between
Court Street and Lexington Avenue. Areas surrounding and directly influencing
the subject are decidedly commercial in nature. There are numerous shops and
office facilities fronting the heavily trafficked streets that service the
neighborhood. The Westchester County Courthouse and County Office Building are
one block south, while the City Municipal Building is two blocks to

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                                      -14-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                           Neighborhood Analysis
================================================================================

the east. The White Plains rail station is located two blocks to the west. The
convenience of rail service via Metro North and the number of commuters who work
in downtown White Plains have the effect of increasing the subject's market
potential and provide an important component of customers for the mall.

Business and Employment

     White Plains and surrounding areas are home to national and international
corporate headquarters, including such Fortune 500 companies as Pepsico, Texaco,
and Kraft General Foods. IBM is headquartered in nearby Armonk and maintains
facilities throughout portions of Westchester County. Other notable facilities
include New York Hospital-Cornell Medical Center, Manhattanville College, and
SUNY Purchase.

     White Plains is a major retail area in which many of the region's largest
department stores have located. The area attracts shoppers from all parts of
Westchester County, Yonkers, The Bronx, and parts of Connecticut and Putnam
County, New York, principally due to the retail presence of such department
stores as Bloomingdale's, Lord & Taylor, JCPenney, Saks Fifth Avenue,
Neiman-Marcus, Nordstrom, Macy's, and Sears. The most recent addition to this
mix of retail entities has been development of The Westchester, an enclosed
regional mall which has incorporated the existing Neiman-Marcus store, as well
as construction of the region's first Nordstrom department store.

     While White Plains has been impacted by the past national recession, its
economic diversity, as well as the quality of area improvements and office and
retail space users, has helped to cushion the effect on employment and income
for residents in the area. The downturn in retail sales for the City of White
Plains, however, accentuates the overall affect the national recession has had.

White Plains Office Market

     The subject property benefits from its location within the Central Business
District and the "daytime" population that works in White Plains. The White
Plains CBD posted relatively healthy results in 1995, primarily as a result of
Oxford Health Plans' commitment to 265,000+/- square feet at Westchester One.
This transaction was the largest lease in Westchester County since 1992 and had
a tremendous impact on the overall vacancy rate.


================================================================================
                    White Plains CBD Office Market Overview (1995)
================================================================================
         Market Statistics             Class A Inventory       Total Inventory
================================================================================
No. Buildings:                                        22                    49
- --------------------------------------------------------------------------------
Inventory:                                     4,982,291             6,433,809
- --------------------------------------------------------------------------------
  - 1995 Vacancy Rate:                             23.7%                 26.4%
- --------------------------------------------------------------------------------
  - 1994 Vacancy Rate:                             30.2%                 30.4%
- --------------------------------------------------------------------------------
Asking Rent:                                      $24.86                $22.96
- --------------------------------------------------------------------------------
Leasing Activity:                                332,571               354,397
- --------------------------------------------------------------------------------
Net Absorption:                                  303,026               253,690
================================================================================
Source: Cushman & Wakefield, Inc.
================================================================================


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                                      -15-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                           Neighborhood Analysis
================================================================================

     The overall vacancy rate in White Plains at year-end 1995 was 26.4 percent,
slightly higher than third quarter results, but 4.0 percent lower than year-ago
levels. Class A faired considerably better than Class B space, with the Class A
vacancy rate declining from 30.2 percent in fourth quarter 1994 to 23.7 percent
at year-end 1995. Class B space experienced an increase in vacancy from 31.2
percent to 35.5 percent during the same period.

Recent Development Activity

     As discussed in the Retail Market Analysis, The Westchester Mall opened in
1995. This project is the most recent development within the City of White
Plains. The Westchester provides additional draw to the downtown vicinity,
particularly on the weekends.

Conclusion

     Overall, we believe that the neighborhood surrounding and influencing the
subject is conducive for the continued operation of the mall. On balance, the
long-term prospects for appreciation in real estate values appears good.

================================================================================

                                      -16-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          RETAIL MARKET ANALYSIS
================================================================================

Trade Area Overview

     A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment.

     The subject can be described as a regional shopping center.

     A regional shopping center (1) provides for extensive variety of goods,
     including a wide selection of general merchandise, apparel, and home
     furnishings, as well as a variety of services and recreational facilities
     The major occupants of a regional center include a least one, but no more
     than two, full line department stores. Each full-line department store
     generally has an area of not less than 75,000+/- square feet. In many
     instances, the department stores are physically a part of the center but
     are independently owned. In theory, its typical size for definitive
     purposes is 450,000 square feet of gross leasable area; it practice it may
     range from 300,000 to 850,000 square feet The regional center is the second
     largest type of shopping center. As such, it provides services typical of a
     business district yet not as extensive of those of the super regional
     center.

     In order to define and analyze the market potential for The Galleria at
White Plains, it is important to first establish the boundaries of the trade
area from which the subject will draw its customers. In some cases, defining the
trade area may be complicated by the existence of other retail facilities on
main thoroughfares within trade areas that are not clearly defined or whose
trade areas overlap with that of the subject. The Galleria's potential trade
area clearly overlaps with its newest competitor, The Westchester in White
Plains. The subject's capture rate of area expenditure potential is also
influenced to a lesser extent by other regional centers such as the Stamford
Town Center and the Cross County Shopping Center in Yonkers. In addition,
peripheral competition is seen in such centers as Jefferson Valley Mall in
Yorktown Heights, Danbury Fair Mall in Danbury, Connecticut, Vernon Hills Mall
in Eastchester, and the Poughkeepsie Galleria in Poughkeepsie, New York.
Although located outside of the subject's effective trade area, it is
anticipated that Palisades Center, a 3.3+/- million square foot mega-mall
currently under construction in eastern Rockland County approximately 15+/-
miles from the subject, will certainly impact regional shopping dynamics.

     Finally, there are several free-standing department stores in White Plains
within a mile and a half radius of The Galleria including Sears, Macy's, Saks
Fifth Avenue and Bloomingdale's. While some cross-shopping does occur, these
department stores act more as a draw to the White Plains community, creating an
image for the area as a prime shopping district and generating more retail
traffic to White Plains than would exist in their absence. We recognize and
mention these stores and centers to the extent that they provide a complete
understanding of the area's retail structure.

- ----------
(1)  Urban Land Institute Dollars and Cents of Shopping Centers - 1996

===============================================================================

                                      -17-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade area analysis are as follows: Equifax National Decision Systems
(ENDS), Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars and Cents of Shopping Centers (1995), CACI, The Sourcebook
of County Demographics, and The Census of Retail Trade - 1992. The subject's
Effective Trade Area, profiled by Equifaix National Decision Systems, has been
defined based on the results of a customer survey conducted by Urban Retail
Properties, Co., which included polling the mall's customer's to determine the
zip code of their primary residence.

Scope of Trade Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a center's sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mall reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subject's position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores which anchor the subject is presented in order to fully
acquaint the reader with its overall market position therein.

Retail Structure

     With respect to regional mall competition, the subject appears to be well
positioned. In order to examine the subject property in its proper context, we
must first examine the nature of the competition. According to customer surveys,
the subject's principal competitor has been considered to be the Cross County
Shopping Center in Yonkers. However, J.W. O'Connor and Company opened The
Westchester, an 830,000+/- square foot upscale mall located along Westchester
Avenue approximately one mile south of the subject, in March of 1995. Due to its
relative newness in the marketplace, its impact cannot be properly gauged at
this time. Nonetheless, we view it as having a definitive impact on the subject,
at least for the short run. In addition, peripheral competition does exist
within its secondary and tertiary area with respect to certain other centers
mentioned above.

================================================================================

                                      -18-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competition
 
     The following table identifies the larger alternative retail properties in
the area as well as the malls located outside the region within the secondary
trade areas that could overlap with that of the subject.

<TABLE>
<CAPTION>

===================================================================================================================
                                         Competitive Retail Shopping Centers
===================================================================================================================
                                             Year
Map                                         Opened/                                                   Distance from
Key         Center/Location                Renovated        Total GLA        Anchor Stores              Subject
===================================================================================================================
<S>      <C>                                 <C>             <C>        <C>                            <C>          
  S       Galleria at White Plains           1980/           882,728              Stern's*                 N/A
                 100 Main St.                1993                              JC Penney
               White Plains, NY
- -------------------------------------------------------------------------------------------------------------------
  1            The Westchester               1995            830,000         Neiman Marcus               1+/- mile
            125 Westchester Ave.                                               Nordstrom
               Westchester, NY
- -------------------------------------------------------------------------------------------------------------------
  2        Stamford Town Center              1982          1,200,000             Macy's                30+/- miles
               100 Greyrock Place                                                Filene's
                 Stamford, CT                                              Saks Fifth Avenue
- -------------------------------------------------------------------------------------------------------------------
  3            Cross County S.C.             1954          1,190,000             Stern's                8+/- miles
                 6K Mall Walk                                                    Sears
                 Yonkers, NY
- -------------------------------------------------------------------------------------------------------------------
  4            Danbury Fair Mall             1986          1,450,000      Filene's, JCPenney           25+/- miles
         I-84 Fairground Site & Rt. 7                                        Lord & Taylor
                 Danbury, CT                                                 Macy's, Sears
- -------------------------------------------------------------------------------------------------------------------
  5         Jefferson Valley Mall            1983            580,371              Macy's               40+/- miles
          Route 6 and Taconic State                                              Sears
            Yorktown Heights, NY                                         Service Merchandise
- -------------------------------------------------------------------------------------------------------------------
  6        Poughkeepsie Galleria           1987/1992       1,000,000      Filene's, JCPenney           45+/- miles
            Interstate 84 & Route 9                                        Montgomery Ward
           Poughkeepsie, New York                                       Sears, Dicks, Lechmere
===================================================================================================================
         Total                                             7,134,153
===================================================================================================================
*        Will be converted to Macy's during July 1996
===================================================================================================================
Source:  Shopping Center Directory -1995
===================================================================================================================
</TABLE>


================================================================================

                                      -19-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Subject Retail Center

Name:                                   The Galleria at White Plains

Location:                               100 Main St.
                                        White Plains, New York

Owner                                   The Cadillac Fairview Corporation

Distance and Time from Subject:         N/A

Year Opened:                            1980

Year(s) Expanded/Renovated:             1993

Total GLA:                              882,728+/- SF

Mall GLA:                               326,813+/- SF

Mall Shop Ratio:                        37%

Anchor Tenants:                         Stern's/Macy's                328,599 SF
                                        JCPenney                      227,316 SF
                                        --------                      ----------
                                        Total Anchor GLA              555,915 SF

Number of Mall Shops:                   150+/-

Occupancy (Mall GLA):                   81.4+/-%

Average Market Rent (Mall GLA):         $32-$38/SF

Land Area:                              9.15+/- AC

Parking/Ratio
        Existing:                       2,416; 2.7 spaces per 1,000 SF of GLA

Demographics:                           Effective Market Population:     698,222
                                        Average Household Income:        $85,799

Retail Sales:                           $344/SF -1995

================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

     The Galleria at White Plains is a four-level, urban regional mall in
downtown White Plains. It is anchored by Stern's and JCPenney with about 326,813
square feet of in-line mall shop space. Federated Department Stores has recently
announced that Stern's will be converted to a Macy's during July 1996. This
follows the 1995 conversion of A&S to Stern's. Macy's presently occupies a
free-standing location a block to the south in White Plains, which reportedly
posted sales in excess of $65-$70 million during 1995. The more diverse
merchandising of Macy's, which includes a wide array of moderate and upscale
soft goods and housewares, is anticipated to provide greater appeal to the
relatively affluent Westchester County shopper.

     Originally developed in 1980, the center underwent extensive renovation and
reconfiguration between 1992 and 1993. Both interior and exterior renovation was
performed in conjunction with a remerchandising of the mall.

     Vacancy at the Galleria is currently about 7.3 percent. During 1995,
average mall shop sales were $344 per square foot for comparable stores,
compared to $380 per square foot in 1994. This decrease in mall shop sales is
considered to have resulted form the confluence of several factors, including
increased competition via the entry of The Westchester into the White Plains
marketplace; the conversion of A&S to Stern's; and a downward sales trend
experienced by most apparel retailers during 1995. Average leasing rates for
stores less than 1,000 square feet are running between $50.00 and $70.00 per
square foot, while stores over 1,000 square feet range from $32.00 to $50.00 per
square foot. The mall average is approximately $35.00 per square foot.
Reportedly, JCPenney did $48.0+/- million in sales in 1994, equivalent to $211
per square foot. In 1995 JCPenney reportedly experienced a decline in sales to
$45.0+/- million. Estimated sales for Stern's were $30+/- million, or $91.30 per
square foot.

     The Galleria serves a wide spectrum of shoppers and a substantial downtown
employment base. The existence of this center, coupled with The Westchester,
provides a formidable draw to the White Plains district.

     Finally, it is noted that the Galleria has the potential to lose some
existing tenants to The Westchester over the next several years as leases
expire. To date, this has been a non-issue for the Galleria as many tenants have
renewed leases and remodeled stores at the subject. Several stores have actually
elected to open second units at The Westchester, including Athlete's Foot, The
Limited Group, and The Gap, indicating their belief that this market is strong
enough to support multiple stores. Although this additional risk of losing
tenants to The Westchester is noted, the two properties have a minimal overlap
of tenants, namely The Limited Group Stores, The Gap, and Athlete's Foot.

================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                      The Westchester

Location:                                  125 Westchester Ave.
                                           Westchester, New York

Owner:                                     The O'Connor Group

Distance and Time from Subject:            1+/- miles south
                                           (5+/- minute drive time)

Year Opened:                               1995

Year(s) Expanded/Renovated:                N/A

Total GLA:                                 830,000+/- SF

Mall GLA:                                  483,800+/- SF

Mall Shop Ratio:                           58%

Anchor Tenants:                            Neiman-Marcus              143,200 SF
                                           Nordstrom                  203,000 SF
                                           ---------                  ----------
                                           Total Anchor GLA:          346,200 SF

Number of Mall Shops:                      120+/-

Occupancy (Mall GLA):                      93.0%

Average Rent (Mall GLA):                   $60-$65+/-/SF

Land Area:                                 12+/- AC

Parking/Ratio:                             3,200+/- cars; 3.86 per 1,000+/- SF

Demographics:                              Primary Market Population:   700,000
                                           Average Household Income:   $100,000
                                           (Source: Directory of Major Malls)

Retail Sales:                              $400+/SF

================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

     The Westchester Fashion Mall opened in March 1995 with over 830,000 square
feet and two anchor stores. This is the site of the former B. Altman and
existing Neiman-Marcus store in White Plains. The completed center consists of
an expanded and renovated Neiman-Marcus department store, a new Nordstrom
store, a five-story parking garage, and three levels of fashion-oriented mall
shop space. The total project cost was reported to be $275 million, including
the $16 million renovation of Neiman Marcus. In addition, The Limited Group
reportedly occupies nearly 140,000 square feet in the center.

     The Westchester Fashion Mall competes for customers with the Galleria at
White Plains and Stamford Town Center. The Westchester's upscale orientation
has, and will likely continue to have some effect on certain fashion oriented
tenants at the Galleria as well as Stamford Town Center. In fact, The
Westchester will likely have a greater impact on Stamford Town Center due to the
similar merchandising mixes which overlap by approximately 50.0 percent. It has
been reported that The Westchester pulls much more from surrounding suburbs,
including western Connecticut and northern Westchester County. Their target
market is geared toward shoppers who have typically traveled to Stamford or into
Manhattan for shopping needs.

     Tenancy at The Westchester includes (or will include) Tiffany's, Crate &
Barrel, Coach, Banana Republic, The Gap, Brooks Brothers, The Limited--Cacique,
Victoria's Secret, Structure, and The Limited, Sharper Image, The Museum
Company, Abercrombie & Fitch, and other fashion-oriented tenants.

     It has been suggested that The Westchester has not performed to projected
sale levels and that some tenants have found occupancy costs too high. In fact,
occupancy costs are reported to be higher than the subject. CAM charges are
currently being quoted at $23.00 per square foot. Management has noted that the
high-end fashion tenants are performing well, but that other more local and
regional tenants are struggling with the costs of business. For this reason, a
near-term shake-out among underperforming tenants is likely at The Westchester,
not uncommon for newly opened malls. Nonetheless, many of the upscale,
fashion-oriented tenants have done well here.

     First year sales have been reported at $390.00 per square foot, with sales
through the first four months of 1996 tracking between $430.00 and $440.00 per
foot on an annualized basis.

================================================================================

                                      -23-

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                                                                    WAKEFIELD(R)
                                                     ---------------------------
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                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 2

Name:                                        Stamford Town Center

Location:                                    100 Greyrock Place
                                             Stamford, Connecticut

Owner:                                       Rich - Taubman Associates

Distance and Time from Subject:              30+/- miles
                                             (45+/- minute drive time)

Year Opened:                                 1982

Year(s) Expanded/Renovated:                  1995

Total GLA:                                   1,200,000+/- SF

Mail GLA:                                    705,000+/- SF

Mail Shop Ratio:                             59%

Anchor Tenants:                              Macy's                  250,000 SF
                                             Filene's                170,000 SF
                                             Saks Fifth Avenue        75,000 SF
                                             -----------------       ----------
                                             Total Anchor GLA:       495,000 SF

Number of Mail Shops                         145+/-

Occupancy (Mail GLA):                        90%

Average Rent (Mail GLA):                     NA

Land Area:                                   11+/-AC

Parking/Ratio:                               3,800+/- cars; 3.17 per 1,000+/- SF

Demographics:                                Primary Market Population: 350,000
                                             Average Household Income:  $45,000
                                             (Source: Directory of Major Malls)

Retail Sales:                                $350-$400/SF (estimated)

================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

     The Stamford Town Center is located off Interstate 95 in downtown Stamford,
Connecticut. This urban regional mall is an integral part of the downtown
Stamford market and includes four levels of shopping, a multi-level parking
garage, and three anchor stores. The interior of the mall is illuminated by a
matrix of artificial skylights that cast fluorescent lighting onto the mall
concourse. In-line shops are decidedly upscale/fashion-oriented with very few
vacancies observed. Several suites are currently being remodeled or prepared for
opening.

     JCPenney closed its 173,247 square foot store here in July 1994, citing
unrealized sales projections at the location. Since the mall's inception, the
upper-end stores have emerged as the dominant market at Stamford, cutting
support for JCPenney and some of the low to middle-end shops. The May Company
purchased the JCPenney store for a reported price of $18,950,000 ($109.38 per
square foot) and opened a Filene's department store during late 1995.

     The owners of Stamford Town Center also control a 4.5 acre parcel across
from the mall. Plans had been in the works to expand the mall by 400,000 square
foot possibly with Nordstrom as an anchor. The owners have more recently decided
to develop the property as a two-level specialty center with discount and off
price oriented tenants. The idea is to bring in category killers that enhance
the overall draw of the mall by tapping that segment of the market it does not
now address.

     Saks had sales of $16.6 million in 1994, equivalent to approximately $214
per square foot. Reportedly, Macy's did $61.0 million in 1993, equivalent to
$230 per square foot. The mall's management declined to release information
regarding 1995 results.

     Stamford competes for the upscale customer which is located between the
wealthy suburbs of Greenwich and the towns of central Fairfield County,
including Norwalk and Darien. The center's more affluent clientele are generally
coming from the south and west in Westchester and even Manhattan. Occupancy is
estimated to be over 95.0 percent with sales in excess of $350 per square foot.

================================================================================

                                      -25-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 3

Name:                                   Cross County Shopping Center

Location:                               6K Mall Walk
                                        Yonkers, New York

Owner.                                  Brooks Shopping Centers, Inc.

Distance and Time from Subject:         8+/- miles southwest
                                        (20+/- minute drive time)

Year Opened:                            1954

Year(s) Expanded/Renovated:             NA

Total GLA:                              1,190,000+/- SF

Mall GLA:                               718,971 +/- SF

Mall Shop Ratio:                        60%

Anchor Tenants:                         Stern's                      260,000 SF
                                        Sears                        211,029 SF
                                        -----                        ----------
                                        Total Anchor GLA:            471,029 SF

Number of Mall Shops:                   108+/-

Occupancy (Mall GLA):                   99%

Average Rent (Mall GLA)                 $20-$40 (estimated)

Land Area:                              74+/- AC

Parking/Ratio:                          5,400+/- cars; 4.5 per 1,000+/- SF

Demographics:                           Primary Market Population:    2,000,000
                                        Average Household Income:       $45,000
                                        (Source: Directory of Major Malls)

Retail Sales:                           $250/SF (estimated)

================================================================================

                                      -26-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

     Cross County is a two-level open-air mail located in Yonkers, one of the
southernmost towns in Westchester County and approximately 8 miles from The
Galleria. Cross County opened in 1954 and consists of 2 anchors (Stern's and
Sears) and 102 mall stores. While the Sears store (formerly Wanamaker's) is in
good condition, the majority of the center, including Stern's, is in poor to
average condition. In conjunction with the closing of Stern's at the Galleria at
White Plains, Federated Department Stores has announced it will substantially
renovate its Cross County store.

     Cross County appeals to a client base similar to that of the more
moderate-income level Galleria shopper. Its tenant mix lacks consistency as
there are a large amount of lower end retailers that are local non-credit
tenants. The mall's management would not release any information about the
center. The Galleria and Cross County have significant overlap in their trade
areas, but the more affluent northern, eastern and western Westchester residents
are drawn to The Galleria in greater numbers. Cross County is not a competitor
for the daytime Downtown White Plains base. Although most competitive for the
lower to moderate end shopper, Cross County reports a sizable primary target
market of some 2,000,000 people with an average household income of over
$40,000.

================================================================================

                                      -27-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 4

Name:                                   Danbury Fair Mall

Location:                               I-84 Fairground Site & Rt. 7
                                        Danbury, Connecticut

Owner:                                  Wilmorite, Inc.

Distance and Time from Subject:         25+/- miles northeast
                                        (40+/- minute drive time)

Year Opened:                            1986

Year(s) Expanded/Renovated:             1987/1988/1991/1992

Total GLA:                              1,270,146+/- SF

Mall GLA:                               462,146+/- SF

Mall Shop Ratio:                        36%

Anchor Tenants:                         Filene's                     173,000 SF
                                        JCPenney                     137,000 SF
                                        Lord & Taylor                 80,000 SF
                                        Macy's                       240,000 SF
                                        Sears                        178,000 SF
                                        -----                        ----------
                                        Total Anchor GLA:            808,000 SF

Number of Mall Shops:                   210+/-

Occupancy (Mall GLA):                   97%

Average Rent (Mall GLA)                 $30-$50 estimated

Land Area:                              120+/- AC

Parking/Ratio:                          6,500+/- cars; 4.5 per 1,000+/- SF

Demographics:                           Primary Market Population:      360,000
                                        Average Household Income:       $47,000
                                        (Source: Directory of Major Malls)

Retail Sales:                           $420/SF

===============================================================================

                                      -28-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

     Danbury Fair Mall is a two-level, super-regional shopping center in
Danbury, Connecticut. Built in 1986, the mail is located at Interstate 84 and
Route 7 on the former Connecticut state fairgrounds. Danbury Fair is anchored by
Sears, Macy's, Lord & Taylor, Filene's, and JCPenney, and contains approximately
500,000+/-square feet of mall shop area. The total project includes 1,270,146+/-
square feet.

     Danbury Fair serves an extensive trade area which encompasses areas of
Central Connecticut and Southeast New York State. The mall's primary trade area,
which encircles a 15-mile radius around the site, includes a population of over
360,000 with 128,281 households. Average household income is estimated to be
$81,669. The mall was reported to be 96 to 97 percent occupied and sales were
estimated at $420 per square foot.

================================================================================

                                      -29-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 5

Name:                                   Jefferson Valley Mail

Location:                               Route 6 and Taconic State Parkway
                                        Westchester County
                                        Yorktown Heights, New York

Owner                                   Melvin Simon & Associates

Distance and Time from Subject:         40+/- miles northwest; 60+/- minute 
                                        drive time

Year Opened:                            1983

Year(s) Expanded/Renovated:             N/A

Total GLA:                              580,371+/- SF

Anchor Tenants:                         Jordan Marsh              119,900+/- SF
                                        Sears                     155,400+/- SF
                                        Service Merchandise        32,815+/- SF
                                        -------------------       -------------
                                        Total                     308,115+/- SF

Number of Mall Shops:                   108+/- stores

Land Area:                              50+/- AC

Parking/Ratio:                          2,950+/- cars/5.1+/- per 1,000+/- SF

Demographics:                           Primary Population:             152,821
                                        Average Household Income:       $63,500
                                        (Source: Directory of Major Malls)

================================================================================

                                      -30-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments:

     Jefferson Valley Mail is a two-level regional mall anchored by Jordan Marsh
and Sears in Yorktown Heights, New York. The mall contains approximately 580,371
square feet and was constructed in 1983.

     Jefferson Valley Mall captures most of its sales from upper Westchester
County and neighboring Putnam County. Sears is clearly not a fashion leader and
Jordan Marsh is not a regional force in this market. The merchandising mix of
this center is not positioned to capture the market' more upscale potential.

     Average mall shop sales in 1993 were $310 per square foot for comparable
stores. Leases range from $20.00 to $43.00 per square foot with average rent by
size category as follows: less than 1,000 feet, $43.00; 1,000 to 3,999 feet,
$30.00; 4,000 to 5,999, $25.00; and 6,000 to 30,000, $20.00. Food court rents
average approximately $70.00 per square foot, while kiosks average $190.00.

================================================================================

                                      -31-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 6

Name:                                   Poughkeepsie Galleria

Location:                               I-84 and Route 9
                                        Poughkeepsie, New York

Owner                                   Pyramid Companies

Distance and Time from Subject:         45+/- miles northeast
                                        (60+/ minute drive time)

Year Opened:                            1987

Year(s) Expanded/Renovated:             1992

Total GLA:                              1,000,000+/- SF

Mail GLA:                               235,549+/- SF

Mall Shop Ratio:                        24%

Anchor Tenants:                         Filene's                     119,873 SF
                                        JCPenney                     179,953 SF
                                        Montgomery Ward              150,000 SF
                                        Sears                        112,000 SF
                                        Dick's Sporting Goods        125,000 SF
                                        Lechmere                      77,337 SF
                                        --------                     ----------
                                        Total Anchor GLA:            764,000 SF

Number of Mall Shops:                   145+/-

Occupancy (Mall GLA):                   96%

Average Rent (Mall GLA)                 $20-$30/SF

Land Area:                              120+/- AC

Parking/Ratio:                          7,000+/- cars; 6.5 per 1,000+/- SF

Demographics:                           Primary Market Population:      450,000
                                        Average Household Income:       $45,000
                                        (Source: Directory of Major Malls)

Retail Sales:                           $308/SF

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                                      -32-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

     <PAGE>

                                                          Retail Market Analysis
================================================================================

Comments:

     The Poughkeepsie Galleria was constructed in 1987 and contains
approximately 1.0 million square feet. The center is located off Interstate 84
and Route 9 in Dutchess County and is anchored by six major tenants. This is a
two level enclosed mall with a traditional mix of tenants that cater to a broad
middle income market.

     Current occupancy in this center is pegged at 96.0 percent. Average mall
shop sales are reported to be $308 per square foot with rents ranging from $20
to $30 on average. By virtue of its distance form the subject, it is only
indirectly competitive with The Galleria.

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                                      -33-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

     The mall properties cited above (inclusive of the subject) comprise
approximately 7.1+/- million square feet of mall space. Along with The
Westchester, the subject is one of two regional malls located within the White
Plains MSA, and together with the more remote Cross County Center and The
Jefferson Mall, one of four regional malls located within Westchester County.

Other Competition

     As discussed, direct mall competition for the subject in its immediate
trade area is limited to The Westchester. In addition to the facilities
described, the balance of the retail inventory proximate to the Galleria at
White Plains consists of several free-standing department stores, as well as two
notable shopping centers located within the subject's primary trade area. A
brief description of these department stores and retail centers will serve to
portray the balance of the neighborhood retail alignment.

     The eastern section of White Plains has long been a magnet for top
retailers. The nearby Saks and Bloomingdale's locations, along with Sears and
Macy's department stores in downtown White Plains, are free-standing units and
are not deemed to be directly competitive to The Galleria's full array of shops.
It is expected that they will continue to attract shoppers to the area, and
while they carry much of the same quality of merchandise, shoppers will prefer
the convenience of enclosed attached parking with a variety of specialty stores
in one location.

     Bloomingdale's occupies a free-standing, three-story department store
     constructed in 1975. The store is situated in the middle of an ample site
     surrounded by open parking (this would permit additional development or
     expansion if the parking were decked). The 240,000+/- square foot store
     includes almost all of the departments found in its New York City store
     including a gourmet food shop on a below grade level.

     Saks was one of the first upscale Manhattan-based department stores to come
     to Westchester when it opened its White Plains store in 1954. The
     160,000+/- square foot store sits across Maple Avenue from The Westchester.
     Parking is provided on two levels of open pavement, each of which serves
     the stores two retail levels. A two-story enclosed deck was later added to
     the property, however, it is not attached to the store.

     Westchester Place has been a proposed 820,000 square foot mall in White
     Plains to be developed around the existing Saks Fifth Avenue site at
     Bloomingdale Road and Maple Avenue. The developer, Alex Conroy of
     Greenwich, has reportedly purchased the former NYNEX property and has a
     partnership agreement with Saks. The project was originally proposed to be
     an 800,000+/- square foot regional mall with Saks and other anchors (to be
     named). This project is not expected to go forward along the scale as
     proposed but will likely be something much smaller. At this time, there is
     no firm development plan. Saks' real estate personnel have advised us that
     they are considering a number of options for the store at this time.

     Macy's is a cornerstone of downtown White Plains retail. The 350,000+/-
     square foot three-level store was opened in 1949. The building sits at the
     corner of Main Street and Mamaroneck Avenue. Parking is provided by an
     adjacent municipally-owned, decked structure which is attached to the top
     level of the store by a covered walkway. Because of

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                                      -34-

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                                                                    WAKEFIELD(R)
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<PAGE>


                                                          Retail Market Analysis
================================================================================

     the difficult vehicular access of its downtown location, Macy's relies more
     on pedestrian traffic than do the other area department stores. Federated
     Department Stores, owner of Stern's, Bloomingdale's and Macy's, has
     announced that they will convert the Stern's located at the Galleria at
     White Plains to a Macy's, and vacate the free-standing location. No firm
     alternative use plans for the free-standing store have been announced. It
     is believed that Federated will sell the property, which might be picked up
     by a big box user or discount department store.

     Sears has a free-standing unit near the White Plains Municipal Building.
     Shoppers are inconvenienced with the fact that they have to pay to park to
     shop at a Sears store when other suburban locations are free.

     There are other retail projects which also compete to some degree with the
     subject.

     The Pavilion at White Plains
     
     This four-level, 180,000+/- square foot enclosed power center is a re-use
     of the former Alexander's department store a few blocks from The
     Westchester Fashion Mall. Leases in the center range from $16 to $20 per
     square foot for major tenants, and $20 to $25 per square foot for smaller
     space users. The site was purchased for $16.0 million and the project
     developed by The Fischer Group of New York and locally based Hamilton
     Development. It was originally planned as a high-end anchorless center, but
     its developers could not secure tenants or financing in the face of The
     Westchester. They decided to reposition it as a power center. The center
     reportedly leased relatively quickly under its repositioned merchandising
     format. Nonetheless, the developers had encountered severe cost overruns
     with estimates of $50.0 to $55.0 million in total development costs. As
     such, they were forced to look for a buyer.

     This project opened over the course of a six month time period between
     December 1993 and June 1994. The buyer reportedly acquired the property
     with a strong emphasis on in-place income. The project has covered parking
     and development rights to expand by 70,000 square feet. The buyer has no
     immediate plans to expand, but will want to gauge the impact of The
     Westchester.

Vernon Hills Mall

     Vernon Hills is a 350,000 square foot specialty center located in
     Eastchester, approximately 5 miles south of The Galleria. It was built in
     1958. Vernon Hills, owned by Salvatore Pepe, is an unenclosed combination
     of small strip centers and free standing stores. It includes a limited
     array of upscale merchants, including Lord & Taylor in an owned, 110,000+/-
     square foot store, Brooks Brothers, Ann Taylor, Laura Ashley, and Talbot's.
     A subsidiary of the May Company, Lord & Taylor crries a moderate to better
     mix of merchandise. This two level store has a good assortment of moderate,
     bridge, and between sportswear and dresses. Bonwit Teller, which occupied
     one of the free-standing units in the center, closed in early 1990 due to
     the chain's bankruptcy. This store has since been subdivided and leased to
     The Gap, Gap Kids and Gap Shoes, Banana Republic and Brooks Brothers. This
     center is 100 percent occupied; rents for small shop spaced are reported to
     be between $35 to $50 per square foot, triple net.

================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

Future Regional Competition

     The Pyramid Companies is currently constructing Palisades Center. Upon
completion in November 1996, this center will contain approximately 3.3 million
square feet of gross leasable area and will integrate tenants representing every
category of retail offering. Being developed on a 120 acre site off of
Interstate 87 in West Nyack, New York, Palisades will be a four level, 3.3
million square foot super-regional shopping center. Palisades will be comprised
of eight towers to be tenanted by big-box anchors, category retailers and/or
traditional department stores which will aggregate approximately 2.4 million
square feet and a mail shop area of up to 850,000 square feet.

     Major stores include a 118,000 square foot BJ's Wholesale Club, The Home
Depot at 135,000 square feet, a 132,000 square foot Wal-Mart, Filene's at
200,000 square feet, Lord & Taylor at 118,000 square feet, and a 156,000 square
foot JC Penney.

     Big-box tenants include a 100,000 square foot Toys R Us Superstore, a
55,000 square foot Dick's Clothing and Sporting Goods, a proposed 55,000 square
foot Nordstrom's Rack, a proposed 33,000 square foot Borders Books & Music, and
Bed, Bath and Beyond and Nobody Beats the Wiz, both of 48,000 square feet. The
mall will also include large space user tenants Gap Old Navy at 24,000 square
feet, a 23,000 Just for Fun, and a 30,000 square foot Crate & Barrel. The
project will comprise 752,000 square feet of mall shop space located on four
levels along with approximately 70,000 square feet of Disney concepts.

     This center will also include a "thEATery" concept which was created to
maximize the impact of the entertainment facility that will be developed by
situating restaurants adjacent to a 20-screen cinema complex. Sony Theaters will
be locating on the fourth level of the mall. Up to 22 casual dining restaurants
may be incorporated within the 215,000 square foot "thEATery" and provide a
varied cross-section of dining choices for the consumer. Restaurants will
include several of the Brinker International concepts including Chili's and
Macaroni Grill, and such other notable eating establishments as Legal Seafood,
Champps Americana, Bice and The Palm.

     Palisades Center is located approximately 15 miles northeast of the subject
and will likely have some impact on area shopping patterns. Management at the
subject noted that the Galleria only draws about 5.0 percent of its customers
from across the river in Nyack. They do not expect the Palisades to have a
material impact on sales at the subject.

GLA per Capita

     The data presented summarizes the extent of existing regional mall
development inside the trade area. According to the National Research Bureau,
the average GLA per capita for the United States and State of New York were
5.5+/- and 4.2+/- square feet, respectively, for 1995. This statistic pertains
to centers in excess of 400,000 square feet

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                                      -36-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

     As noted previously, inclusive of the subject, Westchester County is the
location of four regional malls with a combined GLA of 3.5+/- million square
feet. With an estimated Westchester County population of 898,586, this results
in approximately 3.9+/- square feet of regional mall GLA per person. This is
below the composite state and national averages indicating that the market is
not saturated and could potentially absorb some additional regional mall space
and still be within the average parameters for the state.


Anchor Alignment

     The anchor alignment of the subject also helps to define the potential
boundaries of the subject's trade area. The subject property is anchored by JC
Penney and Stern's. Stern's will be converted to a Macy's during 1996. The
following is a profile of each of these anchor tenants.

     JC Penney, the fourth largest retailer in the United States (after
     Wal-Mart, K-Mart and Sears), operates 1,233 JC Penney department stores and
     526 drug stores (Thrift Drug and Treasury Drug) throughout all 50 states
     and Puerto Rico. The $21 billion company has changed its historical image
     as a discount dime store and has targeted upper-middle-class consumers by
     adding brand-name soft goods and dropping hard goods from the in-store
     product mix. Today the company's product mix centers on apparel, shoes,
     jewelry, and home furnishings. In 1994, retail sales rose 7.4 percent to
     $20.4 billion, surpassing the $20 billion mark for the first time. Net
     income also exceeded $1 billion for the first time ever. Total revenues
     were up 7.7 percent to $21.1 billion. The company has experienced a ten
     year compound annual growth rate in retail sales (1984-1994) of about 4.2
     percent. Overall, productivity among stores increased by 8.9 percent to
     $159 per square foot from $146 per square foot in 1993, and $137 per square
     foot in 1992. Catalog sales totaled $3.8 billion in 1994-95, accounting for
     19 percent of total retail sales. Drug stores, under the Thrift Drug name,
     totaled 526 units in 1994-95 and accounted for 7.6 percent of total sales
     which achieved $243 per square foot. The company currently has
     approximately 113 million square feet of store space. In February 1995, the
     company acquired the 97 unit Kerr Drug Store chain. The company will
     continue to expand its private brand lines. In addition, the catalog
     operation is posed to continue to do well, coming off of its highest sales
     in its 31 year history. The company did not fare as well in fiscal 1995
     (year ending January 1995) with earnings falling by 20 percent and same
     store sales declining by 2.5 percent in the fourth quarter and 1.4 percent
     for the fiscal year. The company is planning a $700 capital expenditure
     program over the next three years to help bolster store performance. Value
     Line reports that the company's financial strength warrants an "B++"
     rating. Standard & Poors has forecasted a continued modest rise in
     comparable store sales. They rate the company "A-".

     Federated Department Stores, Inc. is one of the leading full-line
     department store companies in the United States. The year 1994 was a major
     acquisition year for the company. On December 19, 1994 the company
     completed a $4.1 billion purchase of Macy's and it has recently
     consolidated the A&S/Jordan Marsh division into Macy's East. On May 26,
     1994 the company purchased Joseph Home Co., a department store retailer
     operating ten units in Pittsburgh and Erie, Pennsylvania

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                                      -37-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                          Retail Market Analysis
================================================================================

     for $116.0 million, including the assumption of $40.0 million in debt and
     acquisition costs. Upon completion of this merger with Macy's, Federated
     operates 355 department stores in 35 states at urban or suburban sites,
     principally in densely populated areas operating under the names of
     Bloomingdale's, The Bon Marche, Bullocks, Burdines, Goldsmith's, Jordan
     Marsh, Lazarus, Rich's, Stern's and Macy's. The company also operates more
     than 135 specialty and clearance stores under the names of "Aeropostale,"
     'Charter Club" and MCO" and a mail order catalog business under the name of
     "Bloomingdale by Mail." The company recently announced the closure of the
     MCO stores.

     The properties consist primarily of stores and related retail facilities
     including warehouse and distribution centers. Of the 355 stores, 181 stores
     were entirely or mostly owned and 174 stores were entirely or mostly
     leased. The company owns or leases other properties including office space
     in New York and Cincinnati. During 1994, the company added 142 department
     stores and 135 specialty and clearance stores. Of the 142 department store
     additions, 121 were a result of the acquisition of Macy's and 10 as a
     result of the acquisition of Horne's. All 135 specialty and clearance
     stores were added through the Macy's acquisition. Federated's net sales for
     1994 increased by 15 percent to $8,315.9 million, compared to $7,229.4
     million reported in 1993. On a comparable store basis net sales increased
     by 3.1 percent. The company's retail operating division sales as of January
     28, 1995 were as follows:

<TABLE>
<CAPTION>

========================================================================================================
                                   Federated Department Stores Company
========================================================================================================
                                         Number                           Gross           Average Sales
                                       of Stores      1994 Sales       Square Feet       Per Square Foot
========================================================================================================
<S>                                           <C>        <C>                 <C>                   <C> 
Abraham & Straus/Jordan Marsh                 34         $1,441.1            8,999                 $160
- --------------------------------------------------------------------------------------------------------
         Bloomingdale's                       16       $1,297.5 *            4,439        $292 ($268.57)
- --------------------------------------------------------------------------------------------------------
        The Bon Marche                        40          $ 873.0            4,892                 $178
- --------------------------------------------------------------------------------------------------------
             Burdines                         46         $1,248.5            7,648                 $163
- --------------------------------------------------------------------------------------------------------
             Lazarus                          51         $1,130.3           10,212                 $111
- --------------------------------------------------------------------------------------------------------
        Rich's/Goldsmith's                    25          $ 999.7            4,991                 $200
- --------------------------------------------------------------------------------------------------------
              Stern's                         22          $ 707.4            3,946                 $179
- --------------------------------------------------------------------------------------------------------
           Macy's East                        64      $3,447.7 **           17,162                 $201
- --------------------------------------------------------------------------------------------------------
      Macy's West/Bullocks                    57      $2,334.8 **           11,845                 $197
- --------------------------------------------------------------------------------------------------------
         Macy's Specialty                    122      $  128.4 **              420                 $395
- --------------------------------------------------------------------------------------------------------
               MCO                            14      $   83.1 **              704                 $118
- --------------------------------------------------------------------------------------------------------
               Total                         491         $8.315.9           75,228
========================================================================================================
*    Includes $105.3 million in sales of the company's Bloomingdale's By Mail subsidiary. Net of this
     allocation, sales were equal to $269 per square foot.

**   Represents sales of divisions acquired pursuant to merger.
========================================================================================================
</TABLE>


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                                      -38-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                       Retail Market Analysis
===============================================================================

     Federated has a C++ rating from Value Line. By fiscal 1995, savings from
     the closure of Macy's corporate office (second half of 1995) and other
     consolidation benefits may help boost Federated's share net to $2.00 to
     $2.10. Value Line's earning projections to 1998-2000 is that excess cash
     flow will enable Federated to reduce its long term debt by about $1 billion
     between fiscal 1995 and the end of the decade, and the operating margin
     will gradually widen following a market improvement in fiscal 1996.

     Federated's historical and projected sales are as follows:

                         ===========================
                          1996*             $15,100
                         ---------------------------
                          1995*             $14,200
                         ---------------------------
                          1994              $ 8,316
                         ---------------------------
                          1993              $ 7,229
                         ---------------------------
                          1992              $ 7,080
                         ===========================
                         *Value Line estimated sales
                          dollars
                         ===========================

     Federated's management believes the department store business will continue
     to consolidate and, accordingly, intends to consider the possible
     acquisition of department store assets and companies from time-to-time.
     Future acquisitions, if any, are expected to be financed through a
     combination of cash on hand and from operations and possible long term debt
     or other securities issuance. The company's budgeted capital expenditures
     are approximately $2,800 million for 1995 to 1998, with approximately 68
     percent budgeted for existing stores, 21 percent budgeted for new stores
     and 11 percent for technology.

Trade Area Definition

     The Galleria at White Plains is located in downtown White Plains in the
heart of the Central Business District. The Central Business District is
afforded three interchanges with I-287, the Cross Westchester Expressway. It is
also immediately proximate to the downtown office buildings and employment
centers. Market research indicates that approximately 20 percent of the mall's
customers walk to the mall. The property is also located within two blocks of
the White Plains train and bus terminals, both of which are major hubs. This
strategic location makes it one of the most accessible retail locations within
the New York MSA. The advantage of interstate access has the effect of expanding
the mall's trade area by virtue of reducing travel time for residents in more
distant locations.

     As discussed in the previous section, the location and accessibility of
competing centers also has direct bearing on the formation and make-up of a
mall's trade area. To the south of the mall is the Cross County Shopping Center.
The center is most frequently cited and cross shopped by patrons of the
Galleria. As an open air center it lacks the ambiance and convenience of the
subject and its anchors are not as strong.

     Also found to the south is the Vernon Hills Mall, an upscale open air
center that does well but is considered to be secondary competition. To the
north and northeast are both the Jefferson Valley and Danbury Fair Malls, which
combined, do a very good job at limiting the subject's northern penetration.
However, their sheer distance from the subject marks them as secondary
competition.

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                                      -39-

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                                                     ---------------------------

<PAGE>


                                                       Retail Market Analysis
===============================================================================

     The Stamford Town Center to the east has positioned itself formidably as a
fashion center catering to the wealthier communities of southeastern Connecticut
and Westchester County. In view of the subject's more broad-based traditional
merchandising, it co-exists quite readily with Stamford Town Center. The recent
completion of The Westchester shows that it is merchandised to be upscale and as
such, should compete most directly with Stamford Town Center. Quite obviously,
there will be some effect on the Galleria through curiosity and cross shopping,
and some tenants will likely leave for the O'Connor project, but we feel
comfortable that both malls can co-exist in the White Plains market. We further
believe that the decision by Federated to convert the Stern's to a Macy's will
bode well for the subject's long term merchandising and direction. Effectively,
the Galleria is more clearly defining its traditional, broad based mass market
appeal, leaving the higher end market for its competitors. The balance of the
Central Business District retail structure is made up of the various department
and specialty stores that comprise the retail infill. In our opinion, they
collectively act as a traffic generator which in turn benefits the area in
general.

     Although located outside of the subject's effective trade area, it is
anticipated that Palisades Center, a 3.3+/- million square foot mega-mall
currently under construction in eastern Rockland County approximately 15+/-
miles from the subject, will certainly impact regional shopping dynamics.
Relative to the Galleria at White Plains, this center's strongest draw for
Westchester County shoppers will most likely be the depth of big box and
category killer tenants whose expansions have been inhibited in Westchester
County due to a scarcity of development sites. These retailers include Wal-mart,
BJ's Wholesale Club and Home Depot.

     To summarize, the foundation of our analysis in the delineation of The
Galleria at White Plains trade area may be summarized as follows:

     1.   The Hudson River effectively defines the subject trade area's western
          border. With the planned 1996 completion of Palisades Center,
          competition will become much more intense in this area, with the
          subject benefiting from the physical and psychological barriers posed
          by the river.

     2.   Highway accessibility including area traffic patterns, geographical
          constraints and nodes of residential development.

     3.   The position and nature of the area retail structure including the
          location of destination retail centers and the strength and
          composition of the retail infill as discussed above.

     4.   The size, anchor tenancy and merchandising composition of the mall
          tenants enhances its total market penetration.

     5.   Adequate cross shopping occurs with various free-standing department
          stores within the White Plains Central Business District, whose
          overall presence compliments rather than competes with the mall.

     Ownership has provided us with the results of their most recent customer
survey which has identified shopping patterns based upon origin by zip codes.
After reviewing this report in conjunction with our independent analysis of the
trade area, we are in concurrence with its findings. As such, we have elected to
rely on some of the demographic results it has

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                                      -40-

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<PAGE>


                                                       Retail Market Analysis
===============================================================================

produced. An analysis of key demographic indicators can then be performed based
upon this defined trade area.

Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. Equifax National Decision Systems
provides historical, current and forecasted population estimates for the total
trade area. Patterns of development density and migration are reflected in the
current levels of population estimates. The chart on the Facing Page compares
these statistics.

     Between 1990 and 1996, ENDS reports that the population within the primary
trade area increased by 7,929 to 383,211. This 2.11 percent increase (0.35
percent per annum) is consistent with of the effective trade area. Expanding to
the effective trade area, the current population increases to 698,228. The
current projection is for a continuation of this trend with additional growth of
0.37 percent per annum for the primary and effective trade areas. On balance, we
note that population growth throughout the trade area has outpaced that of the
New York MSA and New York State, although trails the national growth rate.

     Provided on the Following Pages are graphic representations of the current
population distribution and projected population growth.

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                                      -41-


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                                [GRAPHIC OMITTED]

                            GALLERIA AT WHITE PLAINS
                              EFFECTIVE TRADE AREA


                                      [MAP]


                              Pop 96: TOTAL (EST.)



                        

<PAGE>



                                [GRAPHIC OMITTED]

                            GALLERIA AT WHITE PLAINS
                              EFFECTIVE TRADE AREA


                                      [MAP]


                         Population % Growth 1996-2001




<PAGE>


                                                       Retail Market Analysis
===============================================================================

Households

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

     o    The population in general is living longer on average. This results in
          an increase of single and two person households.

     o    The divorce rate increased dramatically during the last decade, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, thus also resulting in more
          single person households.

     Between 1990 and 1996, the primary trade area added 6,856 households,
increasing by 4.9 percent to 145,604 units. This growth is equivalent to a
compound annual increase of .81 percent. Alternatively, the secondary trade area
added 6,161 households to 121,318, indicating a slightly higher .87 percent
annual rate of growth. Combined, the total trade area is currently estimated to
contain 266,922 households.

     Between 1996 and 2001, the primary trade area is expected to grow by 3.52
percent (.69 percent per annum) to 150,725 households. This rate of growth is
slightly less than that for the secondary area which is expected to grow by 3.79
percent. Overall, the total trade area is expected to grow by 3.64 percent to
nearly 277,000 households.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of an affluent, upper-middle income market. According to
ENDS, average household income within the primary trade area is currently
$90,118.

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                                      -44-


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<PAGE>


                                                       Retail Market Analysis
===============================================================================

     Available data shows an identifiable pattern of income levels throughout
the total trade area as shown below along with comparisons to the state and
United States.

               =================================================
                            Average Household Income
               =================================================
               Survey Area                         Avg HH Income
               =================================================
               Primary Trade Area                      $90,118
               -------------------------------------------------
               Secondary Trade Area                    $80,457
               -------------------------------------------------
               Effective Trade Area                    $85,779
               -------------------------------------------------
               Westchester County                      $88,846
               -------------------------------------------------
               New York MSA                            $59,659
               -------------------------------------------------
               State of New York                       $57,348
               -------------------------------------------------
               United States                           $49,031
               =================================================
               Sources: Equifax National Decision Systems
               =================================================

     These statistics show that the primary trade area has an average household
income of $90,118 which decreases to $85,779 with the inclusion of the lower
income, but still relatively affluent, areas in the secondary market. The
effective trade area's average household income is well above that of the MSA,
state and country.

     Provided on the Following Page is a graphic presentation of the household
income distribution throughout the total trade area. As can be seen, the subject
lies near the middle of the upper income communities. Generally, the highest
concentrations of wealth (average incomes of $120,000 and higher) are found to
the south and east of the center, but quite proximate to the mall. We also note
that average household income throughout the total trade area is forecasted to
increase at compound annual rate of 4.49 percent.

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                                      -45-


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<PAGE>



                                [GRAPHIC OMITTED]

                            GALLERIA AT WHITE PLAINS
                              EFFECTIVE TRADE AREA


                                      [MAP]


                         HH96 By Income: Average (EST.)


                        
<PAGE>


                                                       Retail Market Analysis
===============================================================================

     Effective Buying Income 

     Another measure of the ability of a trade area to support retail business
is the area's effective buying income (EBI). This data is not measured by
specific trade area, but rather by both the metropolitan statistical area (MSA),
as well as on a county basis as reported in Sales and Marketing Management's
Survey of Buying Power. At the onset of 1995, Westchester County had an
aggregate EBI of $25.6 billion. A comparison can be made to the total New York
consolidated area and New York State.


<TABLE>
<CAPTION>
======================================================================================================================
                                                   Effective Buying Income
======================================================================================================================
                               1990                               1995                        Compound Annual Chg.
                 -----------------------------------------------------------------------------------------------------
                  Total EBI           Median HH        Total EBI         Median HH        Total EBI         Med HH EBI
Area              ($Bil)                 EBI            ($Bil)              EBI            ('90-95)          ('90-95)
======================================================================================================================
<S>              <C>                    <C>           <C>                  <C>                <C>               <C>  
Westchester           $19.1             $42,287            $25.6           $59,654            6.08%              7.12%
County
- ----------------------------------------------------------------------------------------------------------------------
New York             $132.1             $25,129           $172.7           $40,569            5.51%             10.05%
MSA
- ----------------------------------------------------------------------------------------------------------------------
New York         $269,608.7             $27,632       $347,315.8           $42,460            5.20%              8.97%
State
======================================================================================================================
Source, Sales & Marketing Management "Survey of Buying Power"
======================================================================================================================
</TABLE>



     The data above shows that the median household effective buying income for
Westchester County significantly exceeds that of the New York consolidated area
and New York State. Since 1990, the total EBI has grown at a compound annual
rate of 6.09 percent while the median household EBI has grown by 7.12 percent.
Both of these measures have exceeded inflation over this period.

Retail Sales

     Retail sales growth for the Westchester County was compared to that of the
New York consolidated area and New York State. This Comparison is shown below.

<TABLE>
<CAPTION>
=========================================================================================================================
                                                       Retail Sales
=========================================================================================================================
                               1990                               1995                        Compound Annual Chg.
                 --------------------------------------------------------------------------------------------------------
                  Total Sales           Median HH        Total Sales         Median HH        Total Sales       Med HH 
Area                ($Mil)                Sales            ($Bil)              Sales           ('90-95)     Sales('90-95)
=========================================================================================================================
<S>                <C>                    <C>             <C>                   <C>               <C>               <C>  
Westchester          $7,927.8             $24,431           $8,457.4            $26,144           1.30%             1.36%
County
- -------------------------------------------------------------------------------------------------------------------------
New York            $48,121.1             $13,810          $50,734.8            $15,080           1.06%             1.78%
MSA
- -------------------------------------------------------------------------------------------------------------------------
New York           $122,452.8             $17,871         $134,422.0            $20,523           1.88%             2.81%
State
=========================================================================================================================
Source: Sales & Marketing Management "Survey of Buying Power"
=========================================================================================================================
</TABLE>



     Total retail sales for Westchester County have increased at a compound
annual rate of 1.30 percent, while retail sales per household have increased at
an annual compound rate of 1.36 percent. While overall these growth rates trail
those of the state, we note that annual compound growth of total retail sales
has exceeded that of the New York Metro Area. Further, Westchester County's
retail sales per household of $26,144 exceeds that of the New York metro area by
over 70.0 percent and that of New York State by 27.0 percent. 

===============================================================================

                                      -47-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Retail Market Analysis
===============================================================================

Mall Shop Sales

     While retail sales trends within the MSA and region lend insight into the
underlying economic aspects of the market, it is the subject's sales history
that is most germane to our analysis.

     We have been provided with a summary of comparable mall shop sales for the
years 1991 to 1995. Per square foot sales figures represent the weighted average
sales for the calendar year for small shop tenants in continuous occupancy of
the same suite for the previous twenty four months. These results are summarized
below.


               ===================================================
                           Comparable Mall Shops Sales
               ===================================================
               Year              Sales Per Sq/Ft   Percentage Chg.
               ===================================================
               1991                   $405                 -
               ---------------------------------------------------
               1992                   $366              -9.63%
               ---------------------------------------------------
               1993                   $368               0.55%
               ---------------------------------------------------
               1994                   $380               3.26%
               ---------------------------------------------------
               1995                   $344              -9.47%
               ===================================================


     As illustrated above, comparable sales posted a noticeable decrease between
1994 and 1995 to $344 per square foot. This decrease in mall shop sales is
considered to have resulted from the confluence of several factors, including
increased competition via the entry of The Westchester into the White Plains
marketplace; the conversion of A&S to Stern's; and a downward sales trend
experienced by most apparel retailers during 1995.

     Total reporting mall shop sales for 1995 were $88.6 million. Based on a
reporting GLA of 267,105 square feet, this results in mall shop sales of $331.61
per square foot. This measure shows reporting tenant performance only, since
some tenants do not report sales by lease agreement or fail to report sales for
a particular sales period. While the aggregate sales amount is reflective of the
total sales generated by the mall shops, it is important to recognize that this
includes all sales including sales from partial year tenants. Furthermore, since
the unit rate is based upon a full reporting year, it has the effect of
understating the mall shop sales performance on a unit rate basis.

     By comparison, the Urban Land Institute's Dollars and Cents of Shopping
Centers (1995) reports national and regional sales averages for regional and
super-regional shopping malls. Nationally, average sales at super-regional
centers is reported at $203.09 per square foot, down 1.4 percent from 1993. For
regional malls, average sales are reported to be $176.16, virtually even from
1993. A comparison of national and regional figures is shown on the following
chart.

===============================================================================

                                      -48-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Retail Market Analysis
===============================================================================


================================================================================
                         Regional/Super-Regional Centers
================================================================================
Area                 Average         Median        Lower Decile     Upper Decile
================================================================================
United States        $176.16/        $163.54/      $125.88/         $285.40/
                     $203.09         $198.93       $140.46          $305.23
- --------------------------------------------------------------------------------
East                 $204.96/        $183.05/      $126.07/         $323.74/
                     $220.64         $183.81       $130.46          $379.81
- --------------------------------------------------------------------------------
West                 $188.63/        $167.46/      $124.00/         $264.89/
                     $190.51         $187.64       $143.01          $258.68
- --------------------------------------------------------------------------------
South                $156.27/        $154.18/      $129.63/         $195.24/
                     $210.30         $207.99       $145.75          $293.70
- --------------------------------------------------------------------------------
Midwest              $178.99/        $179.24/      $125.50/         $290.57/
                     $195.03         $192.42       $148.18          $261.09
================================================================================
Source: Urban Land Institute Dollars and Cents of Shopping Centers (1995)
================================================================================


     As a regional mall in the eastern part of the country, the subject's 1995
sales performance of $332 per square foot can be compared to its peers as shown
below.

     ===============================================================
                            Average         Subject         Variance
     ===============================================================
     United States           $176             $332             187%
     ---------------------------------------------------------------
     East                    $205             $332             162%
     ===============================================================

     On a relative basis, the subject is substantially outperforming its peer
group on average in terms of sales productivity, and ranks in the upper decile
on both a national and regional basis.

Anchor Store Sales

     Neither JCPenney or Federated Department Stores (A&S/Stern's) is required
to report sales to mall management. Anecdotally, Stern's posted satisfactory
results during 1995, although both A&S and Macy's have historically reported
significantly higher sales volumes in the White Plains marketplace than their
more mid-market counterpart. The JCPenney store is considered to perform
well-above the company's national average. As noted earlier in this report,
JCPenney and Federated Department Stores (Macy's, A&S, Stern's) represent two of
the nation's leading department store companies.

     It has been reported that JCPenney had sales of about $45.0 million in
1995, down from about $48.0 million in 1994. Stern's had sales of roughly $30.0
million in 1995, down from A&S sales of $45.0 million in 1994.

     A comparison of the subject's department store performance can be made to
their peers. The Urban Land Institute also tracks sales of owned and non-owned
department stores by selected affiliation and region. This information is
summarized in the following chart.

===============================================================================

                                      -49-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Retail Market Analysis
===============================================================================

<TABLE>
<CAPTION>

========================================================================================
                              Department Store Sales Data
========================================================================================
Category/Region                       Average Sales PSF     Top 10% PSF       Top 2% PSF
========================================================================================
<S>                                         <C>                <C>              <C>    
Super-Regional U.S.
Owned Dept. Stores                          $144.99            $247.99          $505.13
National Chain                              $146.89            $271.91          $532.63
Non-Owned Dept. Stores                      $154.34            $243.28          $367.33
National Chain                              $154.34            $243.28          $367.33
Eastern Region                              $152.35              ---               ---
Western Region                              $147.26              ---               ---
Midwestern Region                           $131.12              ---               ---
Southern Region                             $159.23              ---               ---
========================================================================================
Average - All Super-Regional Centers        $148.82            $251.62          $443.11
========================================================================================
Regional Malls U.S.
Owned Dept. Stores                          $149.26            $245.53          $352.79
National Chain                              $149.03            $237.27          $343.94
Non-Owned Dept. Stores                      $162.14            $215.20          $266.01
National Chain                              $163.08            $215.32          $266.09
Eastern Region                              $174.78              ---               ---
Western Region                              $165.36              ---               ---
Midwestern Region                           $151.49              ---               ---
Southern Region                             $150.39              ---               ---
========================================================================================
Average - All Regional Centers              $158.19            $228.33          $307.21
========================================================================================
Source: Urban Land Institute Dollars & Centers of Shopping Centers (1995)
========================================================================================
</TABLE>


     Data from ULI shows that the mean sales level for department stores in
super-regional malls varies from $131.12 to $159.23 per square foot with an
overall average of $148.82 per square foot. Stores in the top 10 percent of
their peers average (unweighted) approximately $252 while the top 2 percent
average approximately $443 per square foot.

     Data for department stores in regional malls shows that the mean ranges
from $149.03 to $174.78 per square foot with an overall average of $158.19 per
square foot. The unweighted average for the top 10 percent and 2 percent is
approximately $228 and $307 per square foot, respectively.

Summary

     Within the shopping center industry, a trend toward specialization has
evolved so as to maximize sales per square foot by deliberately meeting customer
preferences rather than being all things to all people. This market segmentation
is implemented through the merchandising of the anchor stores and the tenant mix
of the mall stores. While remaining clearly positioned to appeal to the broad
middle of the market, the subject property reflects this trend toward market
segmentation, as evidenced by the recent remerchandising of mall shop tenants
and the planned conversion of Stern's to Macy's. We believe that the conversion
of Stern's to Macy's later this year will bode well for the mall. Macy's is a
highly recognized name in the New York region, and a formidable presence in the
White Plains retail market. Macy's

===============================================================================

                                      -50-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Retail Market Analysis
===============================================================================

broad merchandising mix provides for a wide array of soft goods and housewares
ranging from mid-market to more upscale price points. Macy's delivery of a
strong traditional merchandise base together with more upscale offerings is well
matched to the Galleria's position within the Westchester County marketplace - a
dominant mall for traditional merchandise that is also located in one of the
nation's most affluent markets.

     JMB recently completed a fairly significant renovation of the mall, and its
re-tenanting program continues as of this writing. This plan is partly in
response to changing (advancing) demographics and follows a typical cycle for
the rejuvenation of the center which is now 15+/- years old. Equally as
important, however, is the fact that ownership has and continues to fortify the
subject's competitive position against The Westchester, which provides shoppers
a wide array of unique retailers together in a distinctly upscale and appealing
shopping environment.

Conclusion

     We have analyzed the profile of the New York MSA and Westchester County in
order to make reasonable assumptions as to the continued performance of the
subjects trade area.

     A metropolitan and locational overview was presented which highlighted
     important points about the study area and demographic and economic data
     specific to the trade area were presented. The trade area profile discussed
     encompassed a zip code based analysis separating the primary and secondary
     components that was established based upon a thorough study of the
     competitive retail structure. Marketing information relating to these
     sectors was presented and analyzed in order to determine patterns of change
     and growth as it impacts The Galleria at White Plains. Next we discussed
     the subject's retail sales history. This data is useful in giving
     quantitative dimensions of the total trade area, while our comments serve
     to provide qualitative insight into this market. A compilation of this data
     provides the basis for our projections and forecasts particular to the
     subject property. The following summarizes our key conclusions:

     o    The subject is benefited by its location in the nation's largest
          metropolitan area. Within this component of the MSA, the subject is
          the dominant destination retail center for a primary trade area of
          nearly 380,000 people. It is also well positioned to serve a
          substantial Central Business District population that dramatically
          increases during business hours. These individuals have additional
          purchasing power not measured in the trade area demographic
          statistics.

     o    The MSA has excellent inter and intra-regional accessibility. The
          subject is benefited by excellent regional accessibility being located
          proximate to I-287 and the regional road network.

     o    The subject offers a cohesive merchandising mix with a strong
          allocation of regional and national tenants. Therefore, merchants have
          the benefit of stronger advertising budgets and are more familiar to
          shoppers which typically results in higher sales levels.

===============================================================================

                                      -51-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Retail Market Analysis
===============================================================================

     o    From a competitive standpoint, the mall dominates the market for
          traditional merchandise. The decision by Federated Department Stores
          to convert the subject Stern's to a Macy's format, is, in our opinion,
          an important development that will serve to broaden the subject's
          market appeal.

     o    Coincidental to the opening of The Westchester, an 830,000+/- square
          foot regional mall anchored by Neiman Marcus and Nordstrom's tenanted
          by an upscale mall shop tenant base, and the conversion of A&S to
          Stem's, comparable mall shop sales posted a noticeable decrease during
          1995. It is our opinion that with the conversion of Stern's to Macy's,
          together with the declining novelty of The Westchester, sales should
          mark an increase during 1996. We note that despite the recent decline
          in mall shop sales, the mall shop's per square foot sales volumes
          remain in the top decile on both a regional and national basis.

     Our analysis concludes that the existing and planned merchandising mix of
the mall shops, its excellent Central Business District location, and the
popularity of the anchor department stores all combine to establish The Galleria
at White Plains as a major retail center in its trade area. We believe that with
competent management, aggressive marketing and a responsive maintenance program,
it should maintain and likely enhance its position throughout the foreseeable
future.

Marketability and Marketing Period

     In this subsection, we consider the potential market appeal, marketability
and demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed, two-level, regional mall containing 301,767 square feet of mall
shop GLA anchored by two anchor stores for a combined mall GLA of 883,782 square
feet.

     We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price, have sold within twelve months exposure to the
open market or less. Properties for which seller expectations of value exceed
the market's perception have required more extended marketing periods and have
generally sold below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

===============================================================================

                                      -52-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Retail Market Analysis
===============================================================================

     The subject is characterized as a well-located, established regional mall
which dominates the traditional merchandising format within its primary market.
The subject's primary trade area has a current population of approximately
383,221 people and is projected to experience moderate but steady population and
household growth in the foreseeable future. We believe that if the subject were
offered for sale, it would represent an important investment opportunity for a
well positioned center with some upside through lease rollover and continued
efforts to upgrade the tenant mix. Based on the above, it is our estimate that a
market sale of the subject property should be realized within twelve months
exposure on the market.

===============================================================================

                                      -53-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       PROPERTY DESCRIPTION
===============================================================================

Site Description

Location:                               100 Main Street, City of White Plains,
                                        Westchester County, New York. The site
                                        is bounded by Main Street to the north,
                                        Martine Avenue to the south, Court
                                        Street to the east, and Lexington Avenue
                                        to the west.

Land Area
    Mail Site:                          5.44+/- acres
    JCPenney Parcel (Ground Lease):     1.46+/- acres
    -------------------------------     -------------
    Total Appraised Portion of Site:    6.90+/- acres
    Stern's Parcel (Not Owned):         2.25+/- acres
    ---------------------------         -------------
    Total Site:                         9.15+/- acres

Shape/Topography:                       Generally rectangular. There are mild
                                        topographic changes throughout the
                                        property. For the most part, the
                                        majority of the mall site is level,
                                        occupied by existing improvements, and
                                        functional for its use.

Frontage:                               The mall parcel has accessible frontage
                                        along all fronting streets, including
                                        Grove Street which bisects the subject
                                        site and provides ingress/egress into
                                        the adjacent parking structure.

Access:                                 Access to the subject site is good by
                                        virtue of its centralized Central
                                        Business District location. The downtown
                                        is served by two primary interstate
                                        highways, I-287 and I-684. Other major
                                        roadways include The Bronx River
                                        Parkway, New York Post Road, and
                                        Mamaroneck Road. The site is also served
                                        by excellent rail and bus service.

Street Improvements:                    Paving, curbing, sidewalks, and
                                        lighting.

Soil Conditions:                        We did not receive nor review a soil
                                        report. However, we assume that the
                                        soil's load-bearing capacity is
                                        sufficient to support existing
                                        structures. We did not observe any
                                        evidence to the contrary during our
                                        physical inspection of the property. The
                                        tract's drainage appears to be adequate.

Utilities:                              All municipal utilities including water,
                                        sewer, electric, gas, and telephone are
                                        connected and in use.
     Water:                             City of White Plains
     Sewer:                             Con Edison
     Gas:                               Con Edison
     Telephone:                         NYNEX

===============================================================================

                                      -54-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
===============================================================================

Land Use Restrictions:                  We were not given a title report to
                                        review. We do not know of any easements,
                                        encroachments, or restrictions that
                                        would adversely affect the site's use.
                                        However, we recommend a title search to
                                        determine whether any adverse conditions
                                        exist.

                                        The current leases in-place for anchor
                                        and mall tenants dictate a retail use
                                        for the property. Furthermore, the
                                        operating covenants and OREA between
                                        ownership and the respective anchor
                                        stores are assumed to be in full force
                                        and affect.

Flood Hazard:                           According to the City of White Plains
                                        Planning Department, the subject site is
                                        not located in a flood hazard zone.
                                        Therefore, the property does not require
                                        flood hazard insurance.

Wetlands:                               We were not given a wetlands survey. If
                                        subsequent engineering data reveal the
                                        presence of regulated wetlands, it could
                                        materially affect property value. We
                                        recommend a wetlands survey by a
                                        competent engineering firm.

Seismic Hazard:                         To the best of our knowledge, the site
                                        is not located in a Special Study Zone.

Hazardous Substances:                   We observed no evidence of toxic or
                                        hazardous substances during our
                                        inspection of the site. However, we are
                                        not trained to perform technical
                                        environmental inspections and recommend
                                        the services of a professional engineer
                                        for this purpose.

Site Improvements:                      Parking is provided in an adjacent
                                        municipal-owned garage. Other site
                                        improvements include minimal
                                        landscaping, concrete sidewalks,
                                        concrete curbing, yard lighting,
                                        signage, and underground and overhead
                                        utilities.

Comments:                               Overall, the subject site is of
                                        sufficient size to accommodate existing
                                        improvements. It offers a utilitarian
                                        shape, relatively level topography, and
                                        has good access.

===============================================================================

                                      -55-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
===============================================================================

Improvements Description

     Subject improvements consist of a four-level enclosed urban regional mall
containing 882,728+/- square feet. A leasing plan for each level is provided in
the Addenda. Provided below is a detailed description of existing construction
at the subject property.

Building Area
         Stern's*:                      328,599+/- square feet
         JCPenney*:                     227.316+/- square feet
         ----------                     ----------------------
         Total Anchor Stores:           555,915+/- square feet
         Mall Shop GLA:                 326,813+/- square feet
         --------------                 ----------------------
         Total GLA:                     882,728+/- square feet

                                        *Stores separately owned; JCPenney
                                        subject to ground lease; Stern's will
                                        become Macy's in mid-July 1996.

Year Built/Renovated:                   1980/1993

Building Height:                        Approximately 75' to top of roof

Construction Detail
     Foundations:                       Reinforced concrete footings on
                                        engineered fill.

     Framing:                           Reinforced concrete column and beam.

     Ceiling Height:                    Approximately 16-18 feet along mall
                                        concourse.

     Floor System:                      Reinforced concrete slab on grade lower
                                        level and reinforced concrete and
                                        concrete beam on upper levels.

     Exterior Walls:                    Pre-cast concrete panels with aggregate
                                        finish.

     Roof Structure/Cover:              Single-ply roofing over concrete deck.
                                        The roof was replaced in 1993-94 at a
                                        cost of approximately $1.6 million. The
                                        roof has a 10-year guarantee.

     Skylights:                         Series of decorative skylights
                                        throughout.

Doors          
          Exterior:                     Customer entrances are anodized aluminum
                                        and glass. Receiving and service doors
                                        are metal and steel roll-up.

          Interior:                     Hollow metal and fire-rated metal.

          Loading:                      Both anchor tenants have loading dock
                                        areas.

===============================================================================

                                      -56-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
===============================================================================

Mechanical Detail
     Heating and Air Conditioning:      Mall stores and corridors are served by
                                        three (3) York Centrifugal chillers; two
                                        (2) 550 ton and one (1) 275 ton unit.
                                        There is also a supplemental 300 ton
                                        McQuay unit. Heat is supplied by an
                                        oil-fired boiler to individually
                                        controlled units for tenant usage.
                                        Anchor stores have individual units for
                                        which they are separately metered. The
                                        central plant was upgraded in 1995-96,
                                        replacing the chillers with absorbers
                                        under an energy savings program
                                        sponsored by Con Edison. The cost of the
                                        upgrade was about $1.2 million. Con
                                        Edison provided a rebate of $500,000,
                                        indicating a net cost of $700,000. The
                                        new system is projected to save about
                                        $250,000 per year to the cost of energy.

     Plumbing:                          A complete sanitary sewer system and
                                        domestic water system serves all
                                        required fixtures of each tenant and is
                                        tapped into the municipal water and
                                        sewer distribution lines. All roof areas
                                        are drained to rain water conductors
                                        which are connected to the site storm
                                        water system. Sewers under buildings are
                                        cast iron per code; water lines are
                                        copper and PVC per code requirements.

     Electric:                          Service to all tenants is from a primary
                                        distribution system through secondary
                                        pad-mounted transformers; 277/480 volt,
                                        3-phase, 4-wire. The local supplier is
                                        Con Edison. Lighting is generally a mix
                                        of fluorescent, incandescent, mercury
                                        vapor, and sodium vapor fixtures.
                                        Electric work is assumed to be in
                                        accordance with National Electric Code.

     Vertical Transportation:           Vertical transportation consists of one
                                        (1) bank of escalators at the JCPenney
                                        throat near the food court, serving all
                                        four levels (Main Street to Fashion
                                        Level 2). There is a second set at
                                        Stern's end which serves Fashion Levels 
                                        1 and 2. 

                                        A feature elevator in the food court 
                                        serves all four levels. Departments 
                                        stores each have escalators and 
                                        elevators. In addition, there are three
                                        (3) elevator banks that serve the
                                        attached municipal parking garage which
                                        connects to the mall.

===============================================================================

                                      -57-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
===============================================================================

     Life Safety/Security:              A complete and fully automatic sprinkler
                                        system is installed throughout 
                                        the property. Fire alarms and pull 
                                        stations are located throughout, along
                                        with an electronically wired smoke 
                                        detector system which is centralized and
                                        tied into the local municipal 
                                        authorities.

                                        There is also 24-hour on-premise
                                        security. Closed circuit T.V. monitors
                                        the mall (interior and exterior) and all
                                        perimeter doors. There is an emergency
                                        power generator with sufficient capacity
                                        to maintain the lighting and ventilation
                                        system in the event of power loss.

Interior Detail
     Layout/Renovations:                The subject's open, four-level interior
                                        makes a dramatic presentation, with a
                                        large open center court featuring
                                        abundant natural light, decorative
                                        trees, and seating areas. Diverse mall
                                        shop store fronts provide a "street
                                        scape" shopping experience. JCPenney
                                        occupies a four-level store, while
                                        Stern's operates on three levels.

                                        The interior renovation which occurred
                                        between 1992-93 generally involved
                                        replacing flooring and mirrored
                                        ceilings, re-glazing of the skylights,
                                        and improved lighting. The effect has
                                        been a much improved, contemporary look
                                        to the mall which enhances its appeal.

     Street Level:                      The Street Level was reconfigured in
                                        1992-93 to accommodate Filene's Basement
                                        in the former General Cinema space.
                                        Herman's and Emigrant Savings already
                                        occupied space on this level. Both
                                        Filene's Basement and Herman's have
                                        vacated because of parent company
                                        financial troubles. Bunny's children's
                                        store will be taking the former Filene's
                                        space. Emigrant has suggested that they
                                        would like to take space inside the
                                        mall. Negotiation has been underway to
                                        bring in a restaurant user for their
                                        space, including TGI Fridays. Overall,
                                        the street level has more appeal to
                                        incoming pedestrian traffic since
                                        renovation. Escalators facilitate
                                        customer movement into the center and
                                        provide an open view to the levels
                                        above. We are advised that Bunny's will
                                        add exterior display windows which
                                        should further compliment this entrance
                                        to the property.

===============================================================================

                                      -58-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
===============================================================================

     Garden Level:                      The Garden Level is the second level of
                                        the mall. It primarily houses the food
                                        court which is one of the subject's
                                        strong features. The food court has been
                                        refurbished, including a retrofit and
                                        redesign of the seating area. Seating
                                        has been reconfigured and the Grove
                                        Street entrance re-worked with a pop-out
                                        atrium. The net effect has increased
                                        seating from 600 to 700 seats, with a
                                        slight decrease in GLA. The Main Street
                                        access point has also been improved with
                                        an atrium pop-out that affords a
                                        friendlier appearance.

     Fashion Level 1:                   Fashion Level 1 is a full mall floor
                                        that runs the full distance between
                                        JCPenney and Stern's. In addition to the
                                        interior cosmetic renovation, the most
                                        significant move on this level included
                                        Victoria's Secret's relocation and
                                        expansion to Space 314 which added new
                                        GLA from former cutouts in the floor
                                        outside of the current demising wall.
                                        Lerner also had a significant expansion.

     Fashion Level 2:                   Fashion Level 2 is the upper-most level.
                                        It is also a full selling floor running
                                        the length of the mall. The most
                                        significant changes to this level during
                                        renovation involved relocation and
                                        expansion of Limited Express. The Gap
                                        also expanded from 3,868 square feet to
                                        7,511 square feet.

     Floor Coverings:                   Mall corridors are generally a mix a
                                        travertine marble, quarry file, and
                                        glazed ceramic tile. Stores are a
                                        mixture of carpet, vinyl tile, and
                                        marble.

     Ceilings:                          A mixture of painted sheetrock, mylar,
                                        or alkane mirrored ceilings.

     Lighting:                          The mall concourse is lighted primarily
                                        with incandescent fixtures. Exterior
                                        lighting is mounted, high pressure
                                        sodium.

     Partitions:                        Generally gypsum wallboard on metal
                                        studs, fire code sheetrock from floor to
                                        roof deck on all party walls separating
                                        each tenant.

===============================================================================

                                      -59-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
===============================================================================

     Tenant Areas:                      Tenant suites are improved in accordance
                                        with individual tenant specifications.
                                        Generally, vacant suites are in
                                        semi-finished condition having been
                                        previously occupied. Mall management has
                                        been offering early renewal leases to
                                        older tenants in exchange for
                                        tenant-paid upgrades. These offerings
                                        continue as of this writing.

     Restrooms:                         Department stores have public and
                                        employee toilet facilities with
                                        provisions for handicapped. Generally,
                                        each tenant has facilities that do not
                                        have to be made available for public use
                                        by code. Large shops and eating
                                        establishments have additional
                                        facilities as necessary to meet code
                                        requirements. In addition, a bank of
                                        public toilet facilities for both men
                                        and women are provided at the food
                                        court. Both men's and women's facilities
                                        were improved during the renovation.

Site Improvements
     On-Site Parking:                   On-site parking is provided by a
                                        city-owned parking garage which can
                                        accommodate 2,416 cars. The resulting
                                        parking ratio is 2.7 spaces per 1,000
                                        square feet of GLA.

     Landscaping:                       There is minimal landscaping surrounding
                                        the property.

     Other Improvements:                Other site improvements consist of
                                        concrete curbing and asphalt paving,
                                        yard lighting, all underground and
                                        overhead utilities, and signage. Other
                                        mall features include a customer service
                                        area for coat and package check, gift
                                        wrapping, stroller rental, and community
                                        information. A community room is also
                                        available for public use.

Comments:                               The subject features a modem design. Our
                                        inspection revealed high quality
                                        materials and workmanship. Analysis of
                                        the structural integrity of the building
                                        is beyond the scope of our expertise and
                                        best made by a professional engineer.
                                        Our analysis of improvements concludes
                                        that the layout and design are
                                        functional and conducive for retail
                                        utilization.

================================================================================

                                      -60-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
===============================================================================

                                        At the time of inspection, some tenant
                                        areas were in the process of being
                                        prepared for tenant occupancy. It is our
                                        assumption that future and proposed
                                        construction and fit-out will be done in
                                        conformance with ownership's commitment
                                        to state-of-the-art retailing concepts.


                                        As noted, Stern's will be converted to
                                        Macy's in July 1996. Federated
                                        Departments Stores will reportedly do
                                        some renovation of the store and close
                                        it for approximately one week. This
                                        conversion to Macy's is considered to by
                                        positive for the property.

                                        Our review of the local environs reveals
                                        that there are no external influences
                                        which negatively impact the value of the
                                        subject property.

================================================================================

                                      -61-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
===============================================================================

Overview

     The subject property is currently assessed for taxation purposes by the
City of White Plains. Properties in White Plains are assessed as of January 1 of
each year, with taxes levied on a fiscal basis from July 1 to June 30. The
following chart presents an overview of the subject's current assessment and tax
liability.


<TABLE>
<CAPTION>
==============================================================================================
                                       Subject Assessment
Tax Map Parcel No/                                     Land A.V./        Millage     1995/96
   Account No.           Description                   Total A.V.        Rate*        Taxes
==============================================================================================
<S>                  <C>                               <C>               <C>        <C>       
   125.75-4-2/       Main St. Reg. Shop. Ctr.          $  564,200/       0.36282    $2,221,311
   30010002106             2.39 acres                  $6,122,350
- ----------------------------------------------------------------------------------------------
   125.75-4-3/       Main St. Reg. Shop. Ctr.          $   46,800/       0.36282    $  372,852
   30030002005             3.05 acres                  $1,027,650
==============================================================================================
Total                                                  $7,150,000        0.36282    $2,594,163
==============================================================================================
*Bronx Valley District
==============================================================================================
</TABLE>


     As can be seen, a total assessment of $7,150,000 yields a tax liability of
$2,594,163 for 1995/96 at the subject. This assessment does not include JCPenney
or Stern's which are separately assessed and pay their own taxes.

Mill Rate History

     The subject's assessment of $7,150,000 has not changed since 1984/85, the
last assessment available from the city tax roll. However, tax rates in White
Plains have increased over this same period as shown on the following chart.

               ===============================================
                               Millage Rate History
               ===============================================
                    Tax Year          Rate/$100       % Change
               ===============================================
                    1986/87           $187.29            ---
               -----------------------------------------------
                    1987/88           $196.93           5.15%
               -----------------------------------------------
                    1988/89           $210.45           6.87%
               -----------------------------------------------
                    1989/90           $224.16           6.51%
               -----------------------------------------------
                    1990/91           $241.09           7.55%
               -----------------------------------------------
                    1991/92           $265.51          10.13%
               -----------------------------------------------
                    1992/93           $291.85           9.92%
               -----------------------------------------------
                    1993/94           $315.60           8.14%
               -----------------------------------------------
                    1994/95           $339.38           7.53%
               -----------------------------------------------
                    1995/96           $362.82           6.91%
               ===============================================
               Compound Annual
                   Growth Rate                          7.62%
               ===============================================

     As shown, tax rates in the Bronx Valley District of White Plains have grown
at a compound annual rate of 7.62 percent. This historical growth helps to
project a tax growth rate for our cash flow analysis following.

===============================================================================

                                      -62-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Real Property Taxes and Assessments
===============================================================================

Management Budget

     For 1996, management has budgeted a tax expense of $2,631,484, up from
$2,504,654 in 1995 and $2,367,435 in 1994. Based upon the 1995/96 billing and a
mid-year increase for the 1996/97 billing, this projection appears to be
reasonable.

Conclusion

     For our analysis, we have utilized a real estate tax expense of $2,672,000
for calendar year 1996. This accounts for six months of the fiscal 1995/96
billing ($2,594,163), and six months of our projected 1996/97 billing of
$2,749,813 (6.0% growth over 1995/96).

===============================================================================

                                      -63-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                      ZONING
===============================================================================

     The subject site is zoned B-6 (UR-3) Enclosed Mall District by the City of
White Plains. According to the ordinance, this district is designed for
super-regional enclosed shopping malls, with accompanying parking and other
facilities commonly found accessory to such uses.

     For projects of the subject's magnitude and caliber, specific site plan
review is required for a number of factors that come to bear within the approval
process. Accordingly, while certain bulk area requirements may come into
consideration, it is the full plan review that considers all influencing factors
that has primary weight. The district permits a maximum floor area ratio (FAR)
of 6.0. Parking is required at a ratio of 3.0 cars per 1,000 square feet. We
note that the current parking ratio of 2.7 spaces is below the required amount
by zoning. A representative of the city zoning office indicated that the project
either received a variance when it was built, or the parking requirement has
been changed since its construction.

     We are not experts in the interpretation of such mixed use zoning
ordinances. However, the subject improvements appear to be a conforming use
based on our review of public information and conversations with the planning
department. The city has allowed construction of the subject property to its
current configuration. Furthermore, renovation of the mall between 1992/93,
including exterior work, has received approval by the City of White Plains.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

===============================================================================

                                      -64-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       HIGHEST AND BEST USE
===============================================================================

Highest and Best Use Analysis

     Highest and best use analysis evaluates existing land use for the subject
property and seeks to determine if alternative uses would prove more profitable.
The definition and analysis apply specifically to the land. The analysis further
examines whether the land value at its highest and best use exceeds the total
value of the property under its existing use or as improved. Highest and best
use identifies the most profitable, competitive use to which the property can be
put. Therefore, highest and best use is a market-driven concept.

Definition

     Highest and best use is defined as follows:

     The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are legal permissibility,
     physical possibility, financial feasibility, and maximum profitability
     (Dictionary of Real Estate Appraisal, Third Edition, 1993).

     The definition indicates that there are two types of highest and best use
analysis required; the site as though vacant, and the site as currently
improved. In each case, the highest and best use must generally meet four
criteria. The use must be (1) physically possible, (2) legally permissible, (3)
financially feasible, and (4) maximally productive.

A. Highest and Best Use of Site As Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

Physical Constraints

     The first constraint imposed on the possible use of the site is dictated by
the physical aspects of the parcel itself. Physical factors influencing the use
of the site include location, size, shape, topography, soils, abutting uses, the
availability of utilities, and other characteristics.

     The subject site contains a total of 9.15+/- acres (2.25+/- not owned) in
the heart of downtown White Plains, New York. The parcel is bounded by Main
Street to the north, Martine to the south, Court Street to the east, and
Lexington Avenue to the west. Topography is generally level, with good
accessibility via local streets. The downtown central business district has good
regional access by virtue of the infrastructure and public transportation
serving it. Surrounding development is predominantly office in nature, with a
heavy concentration of retail product along Mamaroneck, including Macy's
department store and Sears further up Main Street.

===============================================================================

                                      -65-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Highest and Best Use
===============================================================================

     All necessary utilities are available to the site, including public water,
gas, electricity, and telephone services. Physical characteristics--i.e. size,
shape, subsoil conditions, and location--support various types of development,
including commercial, retail, and office uses. Abutting uses reflect a mix of
commercial development.

     Physically, the site could accommodate a number of potential uses.
Surrounding land use patterns suggest an office or retail development of the
property. Finally, there appear to be no physical constraints limiting
development of the subject property as though vacant. The site's size, location,
and configuration support a retail or office use for the subject as though
vacant.

Legal Considerations

     Legal factors influencing the highest and best use of the subject property
involve local land use guidelines, including comprehensive plans, zoning, and
building codes. The intensity of development may also be affected by surrounding
land uses, neighborhood concerns, and the local planning process.

     The subject site is zoned B-6 (UR-3), an enclosed mall district designation
by the City of White Plains. This zoning district allows for a variety of retail
uses, but is specifically designed for enclosed shopping mall development, with
accompanying parking and other facilities commonly found accessory to such uses.
As discussed in the Zoning section of this report, various bulk area
requirements are set forth under the zone. However, specific site plan review is
required for the approval process.

     Considering surrounding uses, it is clear that a retail or office use of
the site would be most appropriate. Under the current zoning, however, only
retail uses are allowed.

     There are no other known land use regulations, easements, or encumbrances
which might impact development on the subject. Further, the site does not appear
to possess any significant natural, cultural, recreational, or scientific
attributes which may influence its use. Based upon this analysis, the legally
permissible development of the subject site as though vacant would be an
enclosed regional mall, assuming proper parking requirements are met.

Financial Feasibility/Economic Considerations

     After determining those uses which are physically possible and legally
permissible, the uses considered must be analyzed in light of their financial
feasibility. Based on the foregoing discussion, potential uses for the subject
site include retail and office development. For a potential use to be seriously
considered, it must have the potential to provide a sufficient return to attract
investment capital over alternative forms of investment. A positive net income
or acceptable rate of return would indicate that a use is financially feasible.

     As discussed in the Neighborhood Analysis, the current office market in
downtown White Plains has an overall vacancy rate of 26.4 percent, with Class A
buildings showing a vacancy rate of 23.7 percent. This level of vacancy,
although lower than year-ago levels, is prohibitive to new speculative office
development. For this reason, office development is not believed to be feasible
in the central business district at this time.

===============================================================================

                                      -66-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Highest and Best Use
===============================================================================

     As will be discussed in the Income Approach section of this report, a
retail use of the subject site provides a sufficient return to the land and is
thus believed to be the most highly productive, feasible use of the site.

Maximum Productivity

     Finally, of the financially feasible, physically possible, and legally
permissible uses considered, the use that produces the highest price or value
consistent with the rate of return warranted by the market for that use is the
highest and best use. While this test of maximum productivity implies a
quantitative analysis, it is often most qualitative and sensitive to community,
social, political, and governmental concerns.

     In the case of the subject, the site is located in a downtown area that has
a variety of uses, primarily retail and office in nature, with supporting
residential development. Existing neighborhood uses support both an office and
retail use of the site. The subject's size, accessibility, and location lead us
to the conclusion that the highest and best use of the subject property, as
though vacant, is for retail development. Convenient access and parking are also
overriding issues for potential development of the site.

     A developer mindful of the prospective lot coverage, yet savvy as to the
market's potential for absorbing new product, would consider the site's feasible
potential. Parking is an overriding constraint that dictates the ultimate size
of a potential development. Accordingly, our retail use premise assumes that
parking would be provided to a level sufficient for the total project.

Conclusion As Though Vacant

     Based on the preceding analysis, the highest and best use of the subject
property, as though vacant, is for regional mall development built to the site's
maximum feasible F.A.R.

B. Highest and Best Use of Property As Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained as is so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

Physical Constraints

     In considering the physical characteristics of the subject as improved, the
existing use must also meet criteria in order to maintain the property's highest
and best use. Existing improvements can be analyzed three ways: 1) they can be
retained as is; 2) they can be modified, altered, or rehabilitated; and 3) they
can be demolished in favor of an alternative use.

===============================================================================

                                      -67-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Highest and Best Use
===============================================================================

     The subject site is currently improved with an enclosed regional shopping
center. Built in 1980 and renovated in 1993, subject improvements are considered
to be in good condition. The layout and design are conducive for its existing
use, with good linkage and access within the downtown. Regional access to the
property is also good.

     There do not appear to be any other physical factors such as soil or
drainage conditions or other physical characteristics that adversely affect the
continued utility and/or existence of subject improvements. Thus, the subject
site, as currently improved, is a physically possible use. Although the property
could altered for alternative property types, such uses would be costly and
prove infeasible.

Legal Considerations

     The subject site as currently improved represents a legal, conforming use.
There do not appear to be any public or private use restrictions or covenants
which adversely affect the current use of the property. Although the subject
building could legally be modified or possibly demolished for an alternative
use, this would not be a logical progression since the subject does not suffer
from prohibitive functional or physical problems which inhibit its current use.
Furthermore, the leases and operating agreements in-place dictate a retail use
for the property. Therefore, the subject site, as improved, is legally
permissible.

Financial Feasibility/Economic Considerations

     As will be discussed in the Income Approach section of this report, the
subject property, as improved, is capable of producing a sufficient return to
the land. Moreover, analysis of the subject property as if vacant indicates that
the highest and best use of the site is for retail development. This
determination has been made by comparing alternative uses for the property and
establishing which use provides the greatest return to the land. Demolishing
existing improvements would not be financially feasible due to the cost involved
and the potential return an alternative use would bring. Thus, current
improvements to the subject provide the most financially feasible use of the
site.

Maximum Productivity

     Based upon the foregoing analysis, the subject parcel, as currently
improved, represents the maximally productive use of the site. Although the site
could be developed with an alternative configuration by demolishing existing
improvements, this scenario would not be economically justifiable and, as a
result, fail the test of financial feasibility and maximum productivity. In our
opinion, no other use of the site would provide as great a return.

Conclusion As Improved

     The highest and best use of the subject property is therefore as currently
improved. The existing use is physically possible, legally permissible,
financially feasible, and maximally productive. Market conditions in White
Plains indicate demand for properties of the subject's stature, with vacancy and
rental rates which justify the financial feasibility of existing improvements.

===============================================================================

                                      -68-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       VALUATION PROCESS
===============================================================================

     Appraisers typically use three approaches in valuing real property: The
Cost Approach, the Income Approach and the Sales Comparison Approach. The type
and age of the property and the quantity and quality of data effect the
applicability in a specific appraisal situation.

     The Cost Approach renders an estimate of value based upon the price of
obtaining a site and constructing improvements, both with equal desirability and
utility as the subject property. Historically, investors have not emphasized
cost analysis in purchasing investment grade properties such as regional malls.
The estimation of obsolescence for functional and economic conditions as well as
depreciation on improvements makes this approach difficult at best. Furthermore,
the Cost Approach fails to consider the value of department store commitments to
regional shopping centers and the difficulty of site assemblage for such
properties. As such, the Cost Approach will not be employed in this analysis due
to the fact that the marketplace does not rigidly trade leased shopping centers
on a cost/value basis.

     The Sales Comparison Approach is based on an estimate of value derived from
the comparison of similar type properties which have recently been sold. Through
an analysis of these sales, efforts are made to discern the actions of buyers
and sellers active in the marketplace, as well as establish relative unit values
upon which to base comparisons with regard to the mall. This approach has a
direct application to the subject property. Furthermore, this approach has been
used to develop investment indices and parameters from which to judge the
reasonableness of our principal approach, the Income Approach.

     By definition, the subject property is considered an income/ investment
property. Properties of this type are historically bought and sold on the
ability to produce economic benefits, typically in the form of a yield to the
purchaser on investment capital. Therefore, the analysis of income capabilities
are particularly germane to this property since a prudent and knowledgeable
investor would follow this procedure in analyzing its investment qualities.
Therefore, the Income Approach has been emphasized as our primary methodology
for this valuation.

     This valuation concludes with a final estimate of the subject's market
value based upon the total analysis as presented herein.

===============================================================================

                                      -69-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  SALES COMPARISON APPROACH
===============================================================================

Methodology

     The Sales Comparison Approach provides an estimate of market value by
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution, which holds that, when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, market value and price trends can be
identified. Comparability in physical, locational, and economic characteristics
is an important criterion when comparing sales to the subject property. The
basic steps involved in the application of this approach are as follows:

     1.   Research recent, relevant property sales and current offerings
          throughout the competitive marketplace;

     2.   Select and analyze properties considered most similar to the subject,
          giving consideration to the time of sale, change in economic
          conditions which may have occurred since date of sale, and other
          physical, functional, or locational factors;

     3.   Identify sales which include favorable financing and calculate the
          cash equivalent price; and

     4.   Reduce the sale prices to a common unit of comparison, such as price
          per square foot of gross leasable area sold;

     5.   Make appropriate adjustments between the comparable properties and the
          property appraised;

     6.   Interpret the adjusted sales data and draw a logical value conclusion.
          

     The most widely-used, market-oriented units of comparison for retail
properties such as the subject are the sale price per square foot of gross
leasable area (GLA) purchased, and the overall capitalization rate extracted
from the sale. This latter measure will be addressed in the Income Approach
which follows this methodology. An analysis of the inherent sales multiple also
lends additional support to the Sales Comparison Approach.

Market Overview

     The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REIT's). The large capital
requirements necessary to participate in this market and the expertise demanded
to successfully operate an investment of this type, both limit the number of
active participants and, at the same time, expand the geographic boundaries of
the marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

===============================================================================

                                      -70-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

     Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which offer
good upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

     Over the past 18+/- months, we have seen real estate investment return to
favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance companies
are also reentering the market. The re-emergence of real estate investment
trusts (REITs) has helped to provide liquidity within the real estate market,
pushing demand for well-tenanted, quality property, particularly regional malls.
Currently, REITs are one of the most active segments of the industry and are
particularly attractive to institutional investors due to their liquidity.

     The market for dominant Class A institutional quality malls is tight, as
characterized by the limited amount of good quality product available. It is the
consensus that Class A property would trade in the 7.0 to 8.0 percent
capitalization rate range. Conversely, there are many second tier and lower
quality malls offered on the market at this time. With limited demand from a
much thinner market, cap rates for this class of malls are felt to be in the
much broader 8.5 to 15.0 percent range. Reportedly, there are 50+/- malls on the
market currently. Pessimism about the long term viability of many of these lower
quality malls has been fueled by the recent turmoil in the retail industry. It
is felt that the subject resides on the better quality end of this latter
category.

     To better understand where investors stand in today's marketplace, we have
surveyed active participants in the retail investment market. Based upon our
survey, the following points summarize some of the more important "hot buttons"
concerning investors:

     1.   Occupancy Costs - This "health ratio" measure is of fundamental
          concern today. Investors like to see ratios under 13.0 percent and
          become quite concerned when they exceed 15.0 percent. This appears to
          be by far the most important issue to an investor today. Investors are
          looking for long term growth in cash flow and want to realize this
          growth through real rent increases. High occupancy costs limit the
          amount of upside through lease rollovers.

     2.   Market Dominance - The mall should truly be the dominant mall in the
          market, affording it a strong barrier to entry. Some respondents feel
          this is more important than the size of the trade area itself.

===============================================================================

                                      -71-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

     3.   Strong Anchor Alignment - Having at least three department stores, two
          of which are dominant in that market. The importance of the
          traditional department store as an anchor tenant has returned to favor
          after several years of weak performance and confusion as to the
          direction of the industry. As a general rule, most institutional
          investors would not be attracted to a two-anchor mall.

     4.   Dense Marketplace - Several of the institutional investors favor
          markets of 300,000 to 500,000 people (at least 150,000 households) or
          greater within a 5 to 7 mile radius. Population growth in the trade
          area is also very important. One advisor likes to see growth 50.0
          percent better than the U.S. average. Another investor cited that they
          will look at trade areas of 200,000+/- but that if there is no
          population growth forecasted in the market, a 50+/- basis point
          adjustment to the cap rate at the minimum is warranted.

     5.   Income Levels - Household incomes of $50,000+ which tends to be
          limited in many cases to top 50 MSA locations.

     6.   Good Access - Interstate access with good visibility and a location
          within or proximate to the growth path of the community.

     7.   Tenant Mix - A complimentary tenant mix is important. Mall shop ratios
          of 35+/- percent of total GLA are considered average with 75.0 to 80.0
          percent allocated to national tenants. Mall shop sales of at least
          $250 per square foot with a demonstrated positive trend in sales is
          also considered to be important.

     8.   Physical Condition - Malls that have good sight lines, an updated
          interior appearance, and a physical plant in good shape are looked
          upon more favorably. While several developers are interested in
          turnaround situations, the risk associated with large capital
          infusions can add at least 200 to 300 basis points onto a cap rate.

     9.   Environmental Issues - The impact of environmental problems cannot be
          understated. There are several investors who won't even look at a deal
          if there are any potential environmental issues no matter how
          seemingly insignificant.

     10.  Operating Covenants - Some buyers indicated that they would not be
          interested in buying a mall if the anchor store operating covenants
          were to expire over the initial holding period. Others weigh each
          situation on its own merit. If it is a dominant center with little
          likelihood of someone coming into the market with a new mall, they are
          not as concerned about the prospects of loosing a department store. If
          there is a chance of loosing an anchor, the cost of keeping them must
          be weighed against the benefit. In many of their malls they are
          finding that traditional department stores are not always the optimum
          tenant but that a category killer or other big box use would be a more
          logical choice.

     In the following section we will discuss trends which have become apparent
over the past several years involving sales of regional malls.

===============================================================================

                                      -72-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

Regional Mall Property Sales

     Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have affected
investor perceptions. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues affecting department store
anchors. Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if they
were performing satisfactorily. 

     During the 1980's a number of acquisitions, hostile takeovers and
restructurings occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into 1991-1992 with filings by such
major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early
1994, Woodward & Lothrop announced their bankruptcy involving two department
store divisions that dominate the Philadelphia and Washington D.C. markets.
Recently, most of the stores were acquired by the May Department Stores Company,
effectively ending the existence of the 134 year old Wanamaker name, the
nation's oldest department store company. More recently, however, department
stores have been reporting a return to profitability resulting from increased
operating economies and higher sales volumes. Sears, once marked by many for
extinction, has more recently won the praise of analysts. Federated Department
Stores has also been acclaimed as a text book example on how to successfully
emerge from bankruptcy. They have merged with Macy's and more recently acquired
the Broadway chain to form one of the nation's largest department store
companies.

     With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

     However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates. 

     Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. In this analysis we will show sales trends since
1991. Summary charts for the older sales (1991-1993) are provided in the
Addenda. The more recent sales (1994/1995) are provided herein. These sales are
inclusive of good quality Class A or B+/- properties that are dominant in their
market. Also included are weaker properties in second tier cities that have a
narrower investment appeal. As such, the mall sales presented in this analysis
show a wide

===============================================================================

                                      -73-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
===================================================================================================================================
REGIONAL MALL SALES                                                                                                          1995
1995 Transaction Chart
Cushman & Wakefield, Inc.                                                                                     

===================================================================================================================================
                                                                                                                                   
                                                                                                                                   
   Sales                             Sale       Year                      Total        Sold        Shop        Shop        Occu-   
    No.      Property/Location       Date      Built     Sale Price        GLA         GLA         GLA         Ratio       pancy   
===================================================================================================================================
                                                                                                                                   
<S>          <C>                    <C>       <C>        <C>            <C>           <C>         <C>           <C>         <C>    
    95-1     Natick Mall            Dec-95      1994     $265,000,000   1,160,733     646,733     436,733       37.6%       99.0%  
             Natick, MA                      (redevel.)                                                                            
- -----------------------------------------------------------------------------------------------------------------------------------
    95-2     Smith Haven Mall       Dec-95     1969/     $221,000,000   1,351,913     813,786     505,626       37.4%       93.0%  
             Lake Grove, NY                      86                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
    95-3     Capitola Mall          Dec-95     1977/      $52,500,000     577,396     577,396     197,396       34.2%       92.0%  
    (1)      Capitola, CA                        88                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
    95-4     Centre at Sallsbury    Aug-95      1990      $78,000,000     884,825     744,825     278,915       31.5%       89.0%  
             Sallsbury, MD                                                                                                         
- -----------------------------------------------------------------------------------------------------------------------------------
    95-5     Piedmont Mall          Jul-95     1983/      $39,000,000     534,135     409,153     188,049       35.2%         --   
             Danville, VA                        84                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
    95-6     River Oaks Center      Jul-95      1978      $26,200,000     574,657     493,791     219,099       38.1%         --   
             Decatur, AL                                                                                                           
- -----------------------------------------------------------------------------------------------------------------------------------
    95-7     Columbia Mall          Jul-95      1998      $27,650,000     351,364     351,364     128,024       36.4%       96.0%  
             Bloomsberg, PA                                                                                                        
- -----------------------------------------------------------------------------------------------------------------------------------
    95-8     Hot Springs Mall       Jun-95      1982      $22,775,000     389,914     318,033     156,000       40.0%       83.0%  
             Hot Springs, AR                                                                                                       
- -----------------------------------------------------------------------------------------------------------------------------------
    95-9     Westgate Mall          May-95     1960/      $43,000,000     649,185     448,268     253,993       39.1%       77.9%  
             San Jose, CA                        89                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
   95-10     Silver City Galleria   Apr-95      1992     $159,106,000   1,005,595     749,595     349,107       34.7%       96.0%  
             East Taunton, MA                                                                                                      
- -----------------------------------------------------------------------------------------------------------------------------------
   95-11     Westgate Mall          Apr-95      1975      $25,300,000     768,000     449,974     272,630       35.5%       85.0%  
             Spartanburg, SC                                                                                                       
- -----------------------------------------------------------------------------------------------------------------------------------
   95-12     Hanover Mall           Jan-95     1971/      $38,000,000     649,130     649,130     298,531       46.0%       90.0%  
             Hanover, MA                         93                                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
  95-13      Greenbrier Mall        Jan-95      1981      $84,700,000     774,201     594,201     318,595       41.2%       96.0%  
             Chesapeake, VA                                                                                                        
- -----------------------------------------------------------------------------------------------------------------------------------
  95-14      Galleria at Tyler      Jan-95     1970/     $123,750,000   1,044,536     431,640     411,640       39.4%       86.0%  
  (2)        Riverside, CA                       91                                                                                
===================================================================================================================================
                                                                                                                                   
             Survey Low:                                  $22,775,000     351,364     318,033     128,024       31.5%       77.9%  
             Survey High:                                $265,000,000   1,351,913     813,786     505,626       46.0%       99.0%  
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
             Survey Mean:                                 $86,141,500     765,399     548,419     286,738       37.6%       90.2%  
===================================================================================================================================
<CAPTION>
====================================================================================================================================
                                                                  Capitalization Rates                Unit Rate Comparison          
                                                                  --------------------                --------------------          
 Sales                         Shop                               Going-in    Terminal                Price/GLA   Price/Mall  Sales 
  No.   Property/Location    Sales/sf      NOI          NOI/sf      OAR         OAR        IRR      Purchased    Shop GLA   Multiple
====================================================================================================================================
                                                                                                                                    
<S>     <C>                    <C>      <C>            <C>          <C>         <C>        <C>         <C>         <C>        <C>   
  95-1  Natick Mall            $416     $21,311,000    $32.95       8.04%       8.00%      10.75%      $410        $607       1.46  
        Natick, MA                                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
  95-2  Smith Haven Mall       $420     $16,500,000    $20.28       7.74%         --          --       $272        $437       1.04  
        Lake Grove, NY                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
  95-3  Capitola Mall          $262      $4,987,500     $8.64       9.50%         --          --        $91        $266       1.02  
  (1)   Capitola, CA                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
  95-4  Centre at Sallsbury    $257      $7,020,000     $9.43       9.00%         --          --       $105        $280       1.09  
        Sallsbury, MD                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
  95-5  Piedmont Mall          $250      $3,600,000     $8.80       9.23%         --          --        $95        $207       0.83  
        Danville, VA                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
  95-6  River Oaks Center      $200      $2,908,200     $5.89      11.10%         --          --        $53        $120       0.60  
        Decatur, AL                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
  95-7  Columbia Mall          $165      $2,958,500     $8.42      10.70%         --          --        $79        $216       1.31  
        Bloomsberg, PA                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
  95-8  Hot Springs Mall       $240      $2,277,500     $7.16      10.00%         --          --        $72        $146       0.61  
        Hot Springs, AR                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
  95-9  Westgate Mall          $191      $4,096,457     $9.14       9.53%         --          --        $96        $169       0.89  
        San Jose, CA                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
 95-10  Silver City Galleria   $290     $13,219,000    $17.63       8.31%       8.00%      11.00%      $212        $456       1.57  
        East Taunton, MA                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
 95-11  Westgate Mall          $240      $2,403,500     $5.34       9.50%         --          --        $56         $93       0.39  
        Spartanburg, SC                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
 95-12  Hanover Mall           $204      $3,811,400     $5.87      10.03%         --          --        $59         $127      0.62  
        Hanover, MA                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
95-13   Greenbrier Mall        $250      $6,600,000    $11.11       7.79%       8.00%      11.50%      $143        $266       1.06  
        Chesapeake, VA                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
95-14   Galleria at Tyler      $244      $9,600,000    $22.24       7.76%       8.00%      10.50%      $287        $301       1.23  
(2)     Riverside, CA                                                                                                               
====================================================================================================================================
                                                                                                                                    
        Survey Low:            $165      $2,277,500     $5.34       7.47%       8.00%      10.50%       $53         $93       0.39  
        Survey High:           $420     $21,311,000    $32.95      11.10%       8.00%      11.50%      $410        $607       1.57  
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
        Survey Mean:           $259      $7,235,218    $12.35       9.14%       8.00%      10.94%      $145        $264       0.98  
====================================================================================================================================
</TABLE>
- ----------------

(1)    Cash equivalent price.
(2)    Net of allocation for excess land. Sale includes cinema.

REGIONAL MALL SALES                                                     1995
1995 Transaction Chart
Cushman & Wakefield, Inc.
============================================================================


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
===================================================================================================================================
REGIONAL MALL SALES                                                                                                          1994
1994 Transaction Chart
Cushman & Wakefield, Inc.                                                                                     

====================================================================================================================================
                                                                                                                                    
                                                                                                                                    
Sales                              Sale         Year                          Total        Sold           Shop     Shop     Occu-   
 No.    Property/Location          Date         Built     Sale Price           GLA         GLA            GLA      Ratio    pancy   
====================================================================================================================================
<S>     <C>                        <C>          <C>       <C>              <C>         <C>              <C>        <C>      <C>     
 94-1   Independence Center        Dec-94       1974/     $53,400,000        863,986     392,524        392,524    45.4%    84.0%   
 (1)    Independence, MO                          88
- ------------------------------------------------------------------------------------------------------------------------------------
 94-2   Biltmore Fashion Park      Dec-94       1963/    $110,000,000        554,503     372,000        219,000    39.5%    97.0%   
 (2)    Phoenix, AZ                               92
- ------------------------------------------------------------------------------------------------------------------------------------
 94-3   Confidential               Dec-94       1981/    $108,000,000      1,123,580     333,468        333,648    29.7%    95.0%   
        Major Southwest USA                       93
- ------------------------------------------------------------------------------------------------------------------------------------
 94-4   CPI Portfolio              Dec-94
 (3)    1) Orange Park Mall                     1975/    $151,500,000      2,110,051   1,142,386        750,436    35.6%    90.0%   
        Orange Park, Florida                      91
        2) University Mall                      1974/
        Pensacola, Florida                        90
        3) Broadway Square Mall                 1975/
        Tyler, Texas                              89
- ------------------------------------------------------------------------------------------------------------------------------------
 94-5   Fashion Valley Center      Nov-94       1969/    $128,500,000      1,370,262     518,900        373,725    27.3%    91.0%   
        San Diego, CA                           81/84
- ------------------------------------------------------------------------------------------------------------------------------------
 94-6   Mall of the Americas       Oct-94       1970/     $76,200,000        678,000     678,000        225,000    33.2%    98.5%   
        Miami, Florida                           93+
- ------------------------------------------------------------------------------------------------------------------------------------
 94-7   Corte Madera T.C.          Sep-94       1958/     $70,500,000        425,572     425,572        237,453    55.8%    93.5%   
 (4)    Marin County,California                   85
- ------------------------------------------------------------------------------------------------------------------------------------
 94-8   Layton Hills Mall          Sep-94       1980/     $51,375,000        710,030     620,030        399,001    56.2%    94.0%   
        Layton, Utah                              91
- ------------------------------------------------------------------------------------------------------------------------------------
 94-9   North Shore Square         Jul-94        1985     $34,150,000        624,000     358,709        178,326    28.6%    94.0%   
        Sidell, Louisiana
- ------------------------------------------------------------------------------------------------------------------------------------
94-10   Chesterfield T.C.          Jun-94       1986/     $93,600,000        605,161     605,161        291,744    48.2%    95.0%   
 (5)    Richmond, Virginia                      87/89
- ------------------------------------------------------------------------------------------------------------------------------------
94-11   Waterside Shops            Jun-94        1992     $65,500,000        250,000     250,000        173,930    69.6%    99.0%   
        Naples, Florida
- ------------------------------------------------------------------------------------------------------------------------------------
94-12   Crossroads Mall            Apr-94        1974     $51,500,000      1,114,720     378,704        378,704    34.0%    95.0%   
        Oklahoma City, Oklahoma
- ------------------------------------------------------------------------------------------------------------------------------------
94-13   Riverchase Galleria        Feb-94        1986    $175,000,000      1,251,142     462,612        350,504    28.0%    95.0%   
        Hoover, Alabama
- ------------------------------------------------------------------------------------------------------------------------------------
94-14   Stratford Square Mall      Jan-94       1981/    $119,000,000      1,294,682     493,404        493,404    38.1%    98.5%   
        Bloomingdale, Illinois                  88/91
====================================================================================================================================

        Survey Low:                                       $34,150,000        250,000     250,000        173,930    27.3%    84.0%   

        Survey High:                                     $175,000,000      2,110,051   1,142,386        750,436    69.6%    99.0%   

- ------------------------------------------------------------------------------------------------------------------------------------

        Survey Mean:                                      $92,016,071        926,835     502,248        342,659    40.6%    94.3%   
====================================================================================================================================
<CAPTION>
====================================================================================================================================
                                                                    Capitalization Rates            Unit Rate Comparison            
                                                                    --------------------            ---------------------           
Sales                               Shop                            Going-in    Terminal            Price/GLA   Price/Mall  Sales   
 No.    Property/Location          Sales/sf      NOI       NOI/sf   OAR         OAR        IRR      Purchased    Shop GLA   Multiple
====================================================================================================================================
<S>     <C>                         <C>       <C>          <C>      <C>                              <C>            <C>     <C>     
 94-1   Independence Center         $200      $4,592,000   $11.70   8.60%         --          --     $136           $136    0.68    
 (1)    Independence, MO                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
 94-2   Biltmore Fashion Park       $380      $8,600,000   $23.12   7.82%         --          --     $296           $502    1.32    
 (2)    Phoenix, AZ                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
 94-3   Confidential                $300      $7,538,400   $22.61   6.98%       7.25%      10.70%    $324           $324    1.08    
        Major Southwest USA                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
 94-4   CPI Portfolio                                                                                                               
 (3)    1) Orange Park Mall         $250     $13,350,000   $11.69   8.81%         --          --     $133           $202    0.81    
        Orange Park, Florida                                                                                                        
        2) University Mall                                                                                                          
        Pensacola, Florida                                                                                                          
        3) Broadway Square Mall                                                                                                     
        Tyler, Texas                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
 94-5   Fashion Valley Center       $325      $9,637,500   $18.57   7.50%       8.00%      11.00%    $248           $344    1.06    
        San Diego, CA                                                                                                               
- ------------------------------------------------------------------------------------------------------------------------------------
 94-6   Mall of the Americas        $325      $6,706,000    $9.89   8.80%                  11.80%    $112           $339    1.04    
        Miami, Florida                                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
 94-7   Corte Madera T.C.           $325      $5,900,000   $13.86   8.37%       9.00%      11.00%    $166           $297    0.91    
 (4)    Marin County,California                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
 94-8   Layton Hills Mall           $226      $4,730,000    $7.63   9.21%         --          --      $83           $129    0.57    
        Layton, Utah                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
 94-9   North Shore Square          $218      $3,073,000    $8.57   9.00%         --          --      $95           $192    0.88    
        Sidell, Louisiana                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
94-10   Chesterfield T.C.           $290      $8,424,000   $13.92   9.00%         --          --     $155           $321    1.11    
 (5)    Richmond, Virginia                                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
94-11   Waterside Shops             $400      $5,043,500   $20.17   7.70%         --          --     $262           $377    0.94    
        Naples, Florida                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
94-12   Crossroads Mall             $189      $5,300,000   $14.00  10.29%         --          --     $136           $136    0.72    
        Oklahoma City, Oklahoma                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
94-13   Riverchase Galleria         $350     $13,295,000   $28.74   7.60%         --       11.50%    $378           $499    1.43    
        Hoover, Alabama                                                                                                             
- ------------------------------------------------------------------------------------------------------------------------------------
94-14   Stratford Square Mall       $260      $8,962,500   $18.16   7.53%       8.25%      11.00%    $241           $241    0.93    
        Bloomingdale, Illinois                                                                                                      
====================================================================================================================================
                                                                                                                                    
        Survey Low:                 $189      $3,073,000    $7.63   6.98%       7.25%      10.70%     $83           $129    0.57    
                                                                                                                                    
        Survey High:                $400     $13,350,000   $28.74  10.29%       9.00%      11.80%    $378           $502    1.43    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
        Survey Mean:                 288      $7,510,850   $15.90   8.37%       8.13%      11.17%    $197           $288    0.96    
====================================================================================================================================
</TABLE>
- ----------
(1)  Inclusive of $2.4 million held back for deferred maintenance.
(2)  Inclusive of partnership units.
(3)  Net of allocation to excess land.
(4)  Sale includes 75,712 square foot  professional  building.  
(5)  Adjusted to reflect 100% interest.
================================================================================


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
===============================================================================

variety of prices on a per unit basis, ranging from $59 per square foot up to
$556 per square foot of total GLA purchased. When expressed on the basis of mall
shop GLA acquired, the range is more broadly seen to be $93 to $647 per square
foot. Alternatively, the overall capitalization rates that can be extracted from
each transaction range from 5.60 percent to rates in excess of 11.0 percent.

     One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort unit
prices for some comparables. Other sales include only mall shop area where small
space tenants have higher rents and higher retail sales per square foot. A
shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area. A brief discussion of historical trends in
mall transactions follows.

     o    The fourteen sales included for 1991 show a mean average price per
          square foot sold of $282. On the basis of mall shop GLA sold, these
          sales present a mean of $357. Sales multiples range from .74 to 1.53
          with a mean of 1.17. Capitalization rates range from 5.60 to 7.82
          percent with an overall mean of 6.44 percent. The mean terminal
          capitalization rate is approximately 100 basis points higher, or 7.33
          percent. Yield rates range between 10.75 and 13.00 percent, with a
          mean of 11.52 percent for those sales reporting IRR expectancies.

     o    In 1992, the eleven transactions display prices ranging from $136 to
          $511 per square foot of GLA sold, with a mean of $259 per square foot.
          For mall shop area sold, the 1992 sales suggest a mean price of $320
          per square foot. Sales multiples range from .87 to 1.60 with a mean of
          1.07. Capitalization rates range between 6.00 and 7.97 percent with
          the mean cap rate calculated at 7.31 percent for 1992. For sales
          reporting a going-out cap rate, the mean is shown to be 7.75 percent.
          Yield rates range from 10.75 to around 12.00 percent with a mean of 
          11.56 percent.

     o    For 1993, a total of sixteen transactions have been tracked. These
          sales show an overall average sale price of $242 per square foot based
          upon total GLA sold and $363 per square foot based solely upon mall
          GLA sold. Sales multiples range from .65 to 1.82 and average 1.15.
          Capitalization rates continued to rise in 1993, showing a range
          between 7.00 and 10.10 percent. The overall mean has been calculated
          to be 7.92 percent. For sales reporting estimated terminal cap rates,
          the mean is also equal to 7.92 percent. Yield rates for 1993 sales
          range from 10.75 to 12.50 percent with a mean of 11.53 percent for
          those sales reporting IRR expectancies. On balance, the year was
          notable for the number of dominant Class A malls which transferred.

===============================================================================

                                      -74-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

     o    Sales data for 1994 shows fourteen confirmed transactions with an
          average unit price per square foot of $197 per square foot of total
          GLA sold and $288 per square foot of mail shop GLA. Sales multiples
          range from .57 to 1.43 and average .96. The mean going-in
          capitalization rate is shown to be 8.37 percent. The residual
          capitalization rates average 8.13 percent. Yield rates range from
          10.70 to 11.50 percent and average 11.17 percent. During 1994, many of
          the closed transactions involved second and third tier malls. This
          accounted for the significant drop in unit rates and corresponding
          increase in cap rates. Probably the most significant sale involved the
          Riverchase Galleria, a 1.2 million square foot center in Hoover,
          Alabama. LaSalle Partners purchased the mall of behalf of the
          Pennsylvania Public School Employment Retirement System for $175.0
          million. The reported cap rate was approximately 7.4 percent.

     o    Cushman & Wakefield has researched 14 mall transactions for 1995. With
          the exception of Sale No. 95-1 (Natick Mall) and 95-2 (Smith Haven
          Mall), by and large the quality of malls sold are lower than what has
          been shown for prior years. For example, the average transaction price
          has been slipping. In 1993, the peak year, the average deal was nearly
          $133.8 million. Currently, it is shown to be $90.7 million which is
          even skewed upward by Sale Nos. 95-1 and 95-2. The average price per
          square foot of total GLA is calculated to be $152 per square foot. The
          range in values of mall GLA sold are $93 to $607 with an average of
          $275 per square foot. Characteristic of these lesser quality malls
          would be higher initial capitalization rates. The range for these
          transactions is 7.47 to 11.1 percent with a mean of 9.14 percent, the
          highest average over the past five years. market participants feel
          that continued turmoil in the retail industry will force cap rates to
          move higher over the ensuing year.

     While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. The following chart summarizes the range and mean
for this unit of comparison by year of sale.


     ======================================================================
     Transaction             Price/SF             Price/SF          Sales
        Year             Unit Rate Range*           Mean           Multiple
     ======================================================================
        1991                $203 - $556             $357            1.17
     ----------------------------------------------------------------------
        1992                $226 - $511             $320            1.07
     ----------------------------------------------------------------------
        1993                $173 - $647             $363            1.15
     ----------------------------------------------------------------------
        1994                $129 - $502             $288             .96
     ----------------------------------------------------------------------
        1995                $ 93 - $607             $264             .98
     ======================================================================
     *Includes all sales by each respective year.        
     ======================================================================

===============================================================================

                                      -75-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

     As discussed, one of the factors which may influence the unit rate is
whether or not anchor stores are included in the total GLA which is transferred.
Thus, a further refinement can be made between those malls which have
transferred with anchor space and those which have included only mall GLA. Chart
A, shown below makes this distinction.


<TABLE>
<CAPTION>
===============================================================================================================
                                                    CHART A
                                              Regional Mall Sales
                                         Involving Mall Shop Space Only
===============================================================================================================
         1991                       1992                         1993                         1994
===============================================================================================================
Sale     Unit      NOI     Sale     Unit     NOI       Sale      Unit       NOI      Sale     Unit        NOI
No.      Rate     Per SF   No.      Rate    Per SF     No.       Rate      Per SF    No.      Rate       Per SF
===============================================================================================================
<S>      <C>      <C>      <C>      <C>     <C>        <C>       <C>       <C>       <C>      <C>        <C>   
91-1     $257     $15.93   92-2     $348    $25.27     93-1*     $355      $23.42    94-1     $136       $11.70
- ---------------------------------------------------------------------------------------------------------------
91-2     $232     $17.65   92-9     $511    $33.96     94-4      $471      $32.95    94-3     $324       $22.61
- ---------------------------------------------------------------------------------------------------------------
91-5     $203     $15.89   92-11    $283    $19.79     93-5      $396      $28.88    94-12    $136       $14.00
- ---------------------------------------------------------------------------------------------------------------
91-6     $399     $24.23                               93-8      $265      $20.55    94-14    $241       $18.16  
- ---------------------------------------------------------------------------------------------------------------
91-7     $395     $24.28                               93-16     $268      $19.18
- ---------------------------------------------------------------------------------------------------------------
91-8     $320     $19.51
- ---------------------------------------------------------------------------------------------------------------
91-10    $556     $32.22
===============================================================================================================
Mean     $337     $21.39   Mean     $381    $26.34     Mean      $351      $25.00    Mean     $209       $16.62
===============================================================================================================
*Sale included peripheral GLA.
===============================================================================================================
</TABLE>


     From the above we see that the mean unit rate for sales involving mall shop
GLA only has ranged from approximately $209 to $381 per square foot. We
recognized that these averages may be skewed somewhat by the size of the sample.
To date, there have been no 1995 transactions involving only mall shop GLA.

     Alternately, where anchor store GLA has been included in the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $227 per square foot in 1991, $213 per square foot in 1992,
$196 per square foot in 1993, $193 per square foot in 1994 and $145 per square
foot in 1995. Chart B following depicts this data.

===============================================================================

                                      -76-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

<TABLE>
<CAPTION>

=========================================================================================
                                          CHART B
                                    Regional Mall Sales
                            Involving Mall Shops and Anchor GLA
=========================================================================================
           1991                          1992                           1993
=========================================================================================
Sale       Unit      NOI        Sale     Unit      NOI        Sale       Unit      NOI
No.        Rate     Per SF      No.      Rate     Per SF      No.        Rate     Per SF
=========================================================================================
<S>        <C>      <C>         <C>      <C>      <C>         <C>         <C>      <C>   
91-3       $156     $11.30      92-1     $258     $20.24      93-2        $225     $17.15
- -----------------------------------------------------------------------------------------
91-4       $228     $16.50      92-3     $197     $14.17      93-3        $135     $11.14
- -----------------------------------------------------------------------------------------
91-9       $193     $12.33      92-4     $385     $29-43      93-6        $224     $16.39
- -----------------------------------------------------------------------------------------
91-11      $234     $13.36      92-5     $182     $14.22      93-7        $ 73     $ 7.32
- -----------------------------------------------------------------------------------------
91-12      $287     $17.83      92-6     $203     $16.19      93-9        $279     $20.66
- -----------------------------------------------------------------------------------------
91-13      $242     $13.56      92-7     $181     $13.60      93-10       $ 97     $ 9.13
- -----------------------------------------------------------------------------------------
91-14      $248     $14.87      92-8     $136     $ 8.18      93-11       $289     $24.64
- -----------------------------------------------------------------------------------------
                                92-10    $161     $12.07      93-12       $194     $13.77
- -----------------------------------------------------------------------------------------
                                                              93-13       $108     $ 9.75
- -----------------------------------------------------------------------------------------
                                                              93-14       $322     $24.10
- -----------------------------------------------------------------------------------------
                                                              93-15       $214     $16.57
- -----------------------------------------------------------------------------------------
Mean       $227     $14.25      Mean     $213     $16.01      Mean       $196      $15.51
=========================================================================================
</TABLE>



===============================================================================
                                     CHART B
                               Regional Mall Sales
                       Involving Mall Shops and Anchor GLA
===============================================================================
             1994                                         1995
===============================================================================
Sale         Unit             NOI            Sale          Unit           NOI
No.          Rate            Per SF          No.           Rate          Per SF
===============================================================================
94-2         $296            $23.12          95-1          $410          $32.95
- -------------------------------------------------------------------------------
94-4         $133            $11.69          95-2          $272          $20.2B
- -------------------------------------------------------------------------------
94-5         $248            $18.57          95-3          $ 91          $ 8.64
- -------------------------------------------------------------------------------
94-6         $112            $ 9.89          95-4          $105          $ 9.43
- -------------------------------------------------------------------------------
94-7         $166            $13.86          95-5          $ 95          $ 8.80
- -------------------------------------------------------------------------------
94-8         $ 83            $ 7.63          95-6          $ 53          $ 5.89
- -------------------------------------------------------------------------------
94-9         $ 95            $ 8.57          95-7          $ 79          $ 8.42
- -------------------------------------------------------------------------------
94-10        $155            $13.92          95-8          $ 72          $ 7.16
- -------------------------------------------------------------------------------
94-11        $262            $20.17          95-9          $ 96          $ 9.14
- -------------------------------------------------------------------------------
94-13        $378            $28.74          95-10         $212          $17.63
- -------------------------------------------------------------------------------
                                             95-11         $ 56          $ 5.34
- -------------------------------------------------------------------------------
                                             95-12         $ 59          $ 5.87
- -------------------------------------------------------------------------------
                                             95-13         $143          $11.11
- -------------------------------------------------------------------------------
                                             95-14         $287          $22.24
===============================================================================
Mean         $193            $15.62          Mean          $145          $12.35
===============================================================================
*Sale included peripheral GLA.            
===============================================================================


===============================================================================

                                      -77-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

Analysis of Sales

     Within Charts A and B, we have presented a summary of recent transactions
(1991-1995) involving regional and super-regional-sized retail shopping malls
from which price trends may be identified for the extraction of value
parameters. These transactions have been segregated by year of acquisition so as
to lend additional perspective on our analysis. Comparability in both physical
and economic characteristics are the most important criteria for analyzing sales
in relation to the subject property. However, it is also important to recognize
the fact that regional shopping malls are distinct entities by virtue of age and
design, visibility and accessibility, the market segmentation created by anchor
stores and tenant mix, the size and purchasing power of the particular trade
area, and competency of management. Thus, the "Sales Comparison Approach", when
applied to a property such as the subject can, at best, only outline the
parameters in which the typical investor operates. The majority of these sales
transferred either on an all cash (100 percent equity) basis or its equivalent
utilizing market-based financing. Where necessary, we have adjusted the purchase
price to its cash equivalent basis for the purpose of comparison.

     As suggested, sales which include anchors typically have lower square foot
unit prices. In our discussions with major shopping center owners and investors,
we learned that capitalization rates and underwriting criteria have become more
sensitive to the contemporary issues dealing with the department store anchors.
As such, investors are looking more closely than ever at the strength of the
anchors when evaluating an acquisition.

     As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

     =================
     "As Is" Valuation
     =================

     Because the subject is theoretically selling mall shop GLA only, we will
look at the recent sales in Chart A more closely. As a basis for comparison, we
will analyze the subject based upon projected NOI. First year NOI has been
projected to be $26.21 per square foot (FY 1997), based upon 326,813+/- square
feet of owned GLA. Derivation of the subject's projected net operating income is
presented in the "Income Approach" section of this report as calculated by the
Pro-Ject model. With projected NOI of $26.21 per square foot, the subject falls
toward the low end of the range exhibited by the comparable sales. 

     Since the income that an asset will produce has direct bearing on the price
that a purchaser is willing to pay, it is obvious that a unit price which falls
toward the middle of the range indicated by the comparables would be applicable
to the subject. The subject's anticipated net income can be initially compared
to the composite mean of the annual transactions in order to place the subject
in a frame of reference. This is shown on the following chart.

===============================================================================

                                      -78-


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================


     ===============================================================
     Sales Year        Mean NOI    Subject Forecast    Subject Ratio
     ===============================================================
        1991              $12.39        $26.21             211.5%
     ---------------------------------------------------------------
        1992              $26.34        $26.21              99.5%
     ---------------------------------------------------------------
        1993              $25.00        $26.21             104.8%
     ---------------------------------------------------------------
        1994              $16.62        $26.21             157.7%
     ---------------------------------------------------------------
        1995              $12.35        $26.21              ---
     ===============================================================
     *All 1995 sales include anchor space.
     ===============================================================

     With first year NOI forecasted at approximately 99.5 to 211.5 percent of
the mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

Net Income Multiplier Method

     Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment behavior
regarding regional malls. In order to quantify the appropriate adjustments to
the indicated per square foot unit values, we have compared the subject's first
year pro forma net operating income to the pro forma income of the individual
sale properties. In our opinion, a buyers criteria for the purchase of a retail
property is predicated primarily on the property's income characteristics. Thus,
we have identified a relationship between the net operating income and the sales
price of the property. Typically, a higher net operating income per square foot
corresponds to a higher sales price per square foot. Therefore, this adjustment
incorporates factors such as location, tenant mix, rent levels, operating
characteristics, and building quality.

     Provided below, we have extracted the net income multiplier from each of
the improved sales. We have included only the recent sales data (1993-94). The
equation for the net income multiplier (NIM), which is the inverse of the
equation for the capitalization rate (OAR), is calculated as follows:

                    NIM  =              Sales Price
                                        --------------------
                                        Net Operating Income

===============================================================================

                                      -79-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================


                   =================================================
                           Net Income Multiplier Calculation
                   =================================================
                                                          Net Income
                   Sale No.      NOI/SF      Price/SF     Multiplier
                   =================================================
                    93-1         $23.42        $355          15.16
                   -------------------------------------------------
                    93-4         $32.95        $471          14.29
                   -------------------------------------------------
                    93-5         $28.88        $396          13.71
                   -------------------------------------------------
                    93-8         $20.55        $265          12.90
                   -------------------------------------------------
                    93-16        $19.18        $268          13.97
                   -------------------------------------------------
                    94-1         $11.70        $136          11.62
                   -------------------------------------------------
                    94-3         $22.61        $324          14.33
                   -------------------------------------------------
                    94-12        $14.00        $136           9.71
                   -------------------------------------------------
                    94-14        $18.16        $241          13.27
                   =================================================
                    Mean         $21.27        $288          13.22
                   =================================================
                        
     Valuation of the subject property utilizing the net income multipliers
(NIMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOI's) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIM's are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated as the first year of the holding period, as detailed in
the Income Approach section of this report.

===============================================================================

                                      -80-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================


         =================================================================
                           Adjusted Unit Rate Summary
         =================================================================
                             Subject      Net Income       Indicated Price
         Sale No.            NOI/SF       Multiplier            $/SF
         =================================================================
           93-1              $26.21         15.16               $397
         -----------------------------------------------------------------
           93-4              $26.21         14.29               $375
         -----------------------------------------------------------------
           93-5              $26.21         13.71               $359
         -----------------------------------------------------------------
           93-8              $26.21         12.90               $338
         -----------------------------------------------------------------
           93-16             $26.21         13.97               $366
         -----------------------------------------------------------------
           94-1              $26.21         11.62               $306
         -----------------------------------------------------------------
           94-3              $26.21         14.33               $376
         -----------------------------------------------------------------
           94-12             $26.21          9.71               $254
         -----------------------------------------------------------------
           94-14             $26.21         13.27               $348
         =================================================================
           Mean              $26.21         13.22               $346
         =================================================================
                                                            
     From the process above, we see that the indicated net income multipliers
range from 9.71 to 15.16 with a mean of 13.22. The adjusted unit rates range
from $254 to $397 per square foot of owned GLA with a mean of $346 per square
foot. The comparables with $NOIs/SF comparable to the subject show multipliers
between 13.71 and 15.16, resulting in adjusted unit rates for the subject from
$359 to $397 per square foot.

     We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center. Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

     Considering the above average characteristics of the subject relative to
the above, we believe that a unit rate range of $310 to $320 per square foot is
appropriate. Applying this unit rate range to 326,813+/- square feet of owned
GLA results in a value of approximately $98.0 million to $101.3 million for the
subject as shown:

                      326,813 SF               326,813 SF
                    x       $310             x       $320
                    ------------             ------------
                    $101,300,000             $104,600,000

           Rounded Value Estimate - Market Sales Unit Rate Comparison
                          $101,300,000 to $104,600,000

===============================================================================

                                      -81-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

Sales Multiple Method

     Arguably, it is the mall shop GLA sold and its intrinsic economic profile
that is of principal concern in the investment decision process. A myriad of
factors influence this rate, perhaps none of which is more important than the
sales performance of the mall shop tenants. Accordingly, the abstraction of a
sales multiple from each transaction lends additional perspective to this
analysis.

     The sales multiple measure is often used as a relative indicator of the
reasonableness of the acquisition price. As a rule of thumb, investors will look
at a sales multiple of 1.0 as a benchmark, and will look to keep it within a
range of .75 to 1.25 times mall shop sales performance unless there are
compelling reasons why a particular property should deviate.

     The sales multiple is defined as the sales price per square foot of mall
GLA divided by average mall shop sales per square foot. As this reasonableness
test is predicated upon the economics of the mall shops, technically, any income
(and hence value) attributed to anchors that are acquired with the mall as
tenants should be segregated from the transaction. As an income (or sales)
multiple has an inverse relationship with a capitalization rate, it is
consistent that, if a relatively low capitalization rate is selected for a
property, it follows that a correspondingly above-average sales (or income)
multiple be applied. In most instances, we are not privy to the anchor's
contributions to net income. As such, the sales multiples reported may be
slightly distorted to the extent that the imputed value of the anchor's
contribution to the purchase price has not been segregated.

                   ==============================================
                             Sales Multiple Summary
                   ==============================================
                   Sale              Going-In             Sales
                    No.                OAR               Multiple
                   ==============================================
                   93-1               7.47%                0.92
                   ----------------------------------------------
                   93-4               7.00%                1.16
                   ----------------------------------------------
                   93-5               7.29%                1.16
                   ----------------------------------------------
                   93-8               7.75%                0.88
                   ----------------------------------------------
                   93-16              7.16%                1.09
                   ----------------------------------------------
                   94-1               8.60%                0.68
                   ----------------------------------------------
                   94-3               6.98%                1.08
                   ----------------------------------------------
                   94-12             10.29%                0.72
                   ----------------------------------------------
                   94-14              7.53%                0.93
                   ==============================================
                   Mean               7.79%                0.96
                   ==============================================
                                                
===============================================================================

                                      -82-
                          

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
===============================================================================

     The sales that are being compared to the subject show sales multiples that
range from 0.68 to 1.16 with a mean of about 0.96. As is evidenced, the more
productive malls with higher sales volumes on a per square foot basis tend to
have higher sales multiples. Furthermore, the higher multiples tend to be in
evidence where an anchor(s) is included in the sale.

     Based upon forecasted 1995 performance, as well as anticipated changes to
the market area, the subject is projected to produce comparable sales of $344
per square foot for all reporting tenants.

     In the case of the subject, the overall capitalization rate being utilized
for this analysis is considered to be in the mid- to high-range of those rates
exhibited by the comparable sales. As such, we would be inclined to utilize a
multiple below the mean indicated by the sales. As such, we will utilize a lower
sales multiple to apply to just the mall shop space. Applying a ratio of say,
0.90 to 0.95 percent to the forecasted sales of about $344 per square foot in
fiscal year 1997, the following range in value is indicated.

     Unit Sales Volume (Mall Shops)                   $344              $344
     Sales Multiple                             x     0.90        x     0.95
                                              ------------      ------------
     Adjusted Unit Rate                            $309.00           $327.00

     Mall Shop GLA                              x  326,813        x  326,813
                                              ------------      ------------
     Value Indication                         $101,000,000      $106,900,000
                                              ------------      ------------

     The analysis shows an adjusted value range of approximately $101.0 to
$106.9 million. Inherent in this exercise are mall shop sales which are
projections based on our investigation into the market which might not fully
measure investors expectations. It is clearly difficult to project with any
certainty what the mall shops might achieve in the future, particularly as the
lease-up is achieved and the property brought to stabilization. While we may
minimize the weight we place on this analysis, it does, nonetheless, offer a
reasonableness check against the other methodologies.

     Giving consideration to all of the above, the following value range is
warranted for the subject property based upon the sales multiple analysis.

                     Estimated Value - Sales Multiple Method
                     Rounded to $101,000,000 to $106,900,000

===============================================================================

                                      -83-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

     ========================
     Value Conclusion "As Is"
     ========================

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. The subject has above average sales levels compared to its
peers, with a typical anchor alignment and good representation of national
tenants.

     We also recognize that an investor may view the subject's position as being
vulnerable to near-term competition and investment risk from The Westchester.

     After considering all of the available market data in conjunction with the
characteristics of the subject property, the indices of investment that
generated our value ranges are as follows:

Unit Price Per Square Foot

Salable SF:                         326,813+/-

Price Per SF of Salable Area:       $310 to $320

Indicated Value Range:              $101,300,000 to $104,600,000



Sales Multiple Analysis

Indicated Value Range               $101,000,000 to $106,900,000


     The parameters above show a value range of approximately $101.0 to $106.9
million for the subject on an "As Is" basis. Based on our total analysis,
relative to the strengths and weaknesses of each methodology, it would appear
that the Sales Comparison Approach indicates a prospective market value within
the more defined range of $101.0 to $103.0 million for the subject as of May 14,
1996.

===============================================================================

                                      -84-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            INCOME APPROACH
===============================================================================

Introduction

     The Income Approach is based upon the economic principle that the value of
a property capable of producing income is the present worth of anticipated
future net benefits. The net income projected is translated into a present value
indication using the capitalization process. There are various methods of
capitalization that are based on inherent assumptions concerning the quality,
durability and pattern of the income projection. Where the pattern of income is
irregular due to existing leases that will terminate at staggered, future dates,
or to an absorption or stabilization requirement on a newer development,
discounted cash flow analysis is the most accurate.

     Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion (the estimated property value at the end of the
projection period). The estimated value of the reversion at the end of the
projection period is based upon capitalization of the next years projected net
operating income. This is the more appropriate method to use in this assignment,
given the step up in lease rates and the long term tenure of retail tenants.

     A second method of valuation, using the Income Approach, is to directly
capitalize a stabilized net income based on rates extracted from the market or
built up through mortgage equity analysis. This is a valid method of estimating
the market value of the property as of the achievement of stabilized operations.
This becomes difficult for a property such as the subject since it is not
operating at a stabilized level of operation. As such, this methodology will not
be utilized for this analysis.

Discounted Cash Flow Analysis

     The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted into a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current rent
roll, as well as the rental market for similar properties. Second, the projected
expenses incurred in generating these gross revenues are deducted. Finally, the
residual net income is discounted into a capital sum at an appropriate rate
which is then indicative of the subject property's current value in the
marketplace.

     In this Income Approach to the valuation of the subject, we have utilized a
10 year holding period for the "As Is" investment with the cash flow analysis
commencing on June 1, 1996. Although an asset such as the subject has a much
longer useful life, investment analysis becomes more meaningful if limited to a
time period considerably less than the real estate's economic life, but of
sufficient length for an investor. A 10-year holding period for this investment
is long enough to model the asset's performance and benefit from its continued
lease-up and performance, but short enough to reasonably estimate the expected
income and expenses of the real estate. It is noted that we will discuss income
and expenses based upon calendar year 1996 for consistency with the budget.

===============================================================================

                                      -85-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
===============================================================================

     The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in the market for this type of real estate establish
certain parameters in the computation of these cash flows and criteria for
decision making which this valuation analysis must include if it is to be truly
market-oriented. These current computational parameters are dependent upon
market conditions in the area of the subject property as well as the market
parameters for this type of real estate which we view as being national in
scale.

     By forecasting the anticipated income stream and discounting future value
at reversion into a current value, the capitalization process may be applied to
derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject. In this regard, we see the
subject as a long term investment opportunity for a competent owner/developer.

     An analytical real estate computer model that simulates the behavioral
aspects of property and examines the results mathematically is employed for the
discounted cash flow analysis. In this instance, it is the PRO-JECT Plus+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand. On the Facing Page is a summary of the
expected annual cash flows from the operation of the subject over the stated
investment holding period.

     A general outline summary of the major steps involved may be listed as
follows:

     1.   Analysis of the income stream: establishment of an economic (market)
          rent for tenant space; projection of future revenues annually based
          upon existing and pending leases; probable renewals at market rentals;
          and expected vacancy experience;

     2.   Estimation of a reasonable period of time to achieve stabilized
          occupancy of the existing property and make all necessary improvements
          for marketability;

     3.   Analysis of projected escalation recovery income based upon an
          analysis of the property's history as well as the experiences of
          reasonably similar properties;

     4.   Derivation of the most probable net operating income and pre-tax cash
          flow (net income less reserves, tenant improvements, leasing
          commissions and any extraordinary expenses to be generated by the
          property) by subtracting all property expenses from the effective
          gross income; and

     5.   Estimation of a reversionary sale price based upon capitalization of
          the net operating income (before reserves, tenant improvements and
          leasing commissions or other capital items) at the end of the
          projection period.

     Following is a detailed discussion of the components which form the basis
of this analysis.

===============================================================================

                                      -86-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                            Income Approach
================================================================================

Potential Gross Revenues

       The total potential gross revenues generated by the subject property are
composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon a percentage of retail sales;
reimbursement of certain expenses incurred in the ownership and operation of the
real estate; and other miscellaneous revenues.

       The minimum base rent represents a legal contract establishing a return
to investors in the real estate, while the passing of certain expenses onto
tenants serves to maintain this return in an era of continually rising costs of
operation. Additional rent based upon a percentage of retail sales experienced
at the subject property serves to preserve the purchasing power of the residual
income to an equity investor over time. Finally, miscellaneous income adds an
additional source of revenue in the complete operation of the subject property.
First year forecasted revenues may be allocated to the following components:

================================================================================
                                 Revenue Summary
                  Initial Year of Investment - Fiscal Year 1997
================================================================================
  Revenue Component                Amount          Unit Rate*       Income Ratio
- --------------------------------------------------------------------------------
   Minimum Rent                 $ 9,125,386        $   27.92           53.4%
- --------------------------------------------------------------------------------
    Overage Rent                $   113,699        $    0.35            0.7%
- --------------------------------------------------------------------------------
 Expense Recoveries             $ 7,541,690        $   23.08           44.1%
- --------------------------------------------------------------------------------
Miscellaneous Income            $   303,750        $    0.93            1.8%
- --------------------------------------------------------------------------------
       Total                    $17,084,525        $   52.28          100.0%
================================================================================
* Reflects total owned GLA of 326,813 SF
================================================================================

Minimum Rental Income

       Minimum rent produced by the subject property is derived from that paid
by the various tenant types. The projection utilized in this analysis is based
upon the actual rent roll and our projected leasing schedule in place as of the
date of appraisal, together with our assumptions as to the absorption of the
vacant space, market rent growth, and renewal/turnover probability. We have also
made specific assumptions regarding deals that are in progress and have a strong
likelihood of coming to fruition. In this regard, we have worked with management
and leasing personnel to analyze each pending deal on a case by case basis. We
have incorporated all executed leases in our analysis. For those pending leases
that are substantially along in the negotiating process and are believed to have
a reasonable likelihood of being completed, we have reflected those terms in our
cash flow. These transactions represent a reasonable and prudent assumption from
an investor's standpoint.

       The rental income which an asset such as the subject property will
generate for an investor is analyzed as to its quality, quantity and durability.
The quality and probable duration of income will affect the amount of risk which
an informed investor may expect over the property's useful life. Segregation of
the income stream along these lines allows us to control the variables related
to the center's forecasted performance with greater accuracy. Each tenant type
lends itself to a specific weighting of these variables as the risk associated
with each varies.

================================================================================

                                      -87-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

       The minimum rents forecasted at the subject property are essentially
derived from various tenant categories, namely mall tenant revenues consisting
of all in-line mall shops and food court tenants. In our investigation and
analysis of the marketplace, we have surveyed, and ascertained where possible,
rent levels being commanded by competing centers. However, it should be
recognized that large retail shopping centers are generally considered to be
separate entities by virtue of age and design, accessibility, visibility, tenant
mix, and the size and purchasing power of its trade area. Consequently, the best
measure of minimum rental income is its actual rent roll leasing schedule.

       As such, our a analysis of recently negotiated leases for new and
relocation tenants at the subject provides important insight into perceived
market rent levels for the mall. Insomuch as a tenant's ability to pay rent is
based upon expected sales achievement, the level of negotiated rents is directly
related to the individual tenant's perception of their expected performance at
the mall. This is particularly true for the subject where sales levels have
fallen over the past year.

Mall Shop Tenants

       Rent from all interior mall tenants comprise the majority of minimum
rent. Aggregate rent from these tenants is forecasted to be $9,055,386, or
$27.71 per square foot. Minimum rent may be allocated to the following
components:

================================================================================
                             Minimum Rent Allocation
                               Interior Mall Shops
================================================================================
                  FY 1997 Revenue     Applicable GLA*         Unit Rate (SF)
================================================================================
Mall Shops          $8,002,308         315,688 SF              $ 25.35
- --------------------------------------------------------------------------------
Food Court          $  705,807           9,693 SF              $ 72.82
- --------------------------------------------------------------------------------
  Kiosks            $  347,271           1,432 SF              $242.51
- --------------------------------------------------------------------------------
   Total            $9,005,386         326,813 SF              $ 27.71
================================================================================
*      Represents leasable area as opposed to actual leased or occupied area;
       exclusive of anchor space.
================================================================================

In-Line Shops

       Our analysis of market rent levels for in-line shops has resolved itself
to a variety of influencing factors. Although it is typical that larger tenant
spaces are leased at lower per square foot rates and lower percentages, the type
of tenant as well as the variable of location within the mall can often distort
this size/rate relationship.

       The following chart presents an analysis of in-line shop rents based upon
existing leases on an annualized basis for 1996:

================================================================================

                                      -88-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

================================================================================
                              1996 Leases In-Place*
================================================================================
 Size Category             Annualized Rent         Applicable GLA        Rent/SF
================================================================================
  <         750              $   424,988              6,981 SF           $60.88
- --------------------------------------------------------------------------------
  751  -  1,200              $   745,680             15,705 SF           $47.48
- --------------------------------------------------------------------------------
1,201  -  2,000              $ 1,212,153             32,273 SF           $37.56
- --------------------------------------------------------------------------------
2,001  -  3,500              $ 1,828,887             57,673 SF           $31.71
- --------------------------------------------------------------------------------
3,501  -  5,000              $ 1,542,446             54,395 SF           $28.36
- --------------------------------------------------------------------------------
5,001  -  15,000             $ 1,605,324             50,569 SF           $31.75
- --------------------------------------------------------------------------------
   <      15,000             $   261,000             26,100 SF           $10.00
- --------------------------------------------------------------------------------
Total                        $ 7,620,478            243,696 SF           $31.27
- --------------------------------------------------------------------------------
Total (Excl. > 15,000)       $ 7,359,478            217,596 SF           $33.82
================================================================================
*      Includes existing leases for calendar year 1996. Partial year tenants
       have been annualized to reflect the full 12 months
================================================================================

       As can be seen, lease rates generally have an inverse relationship with
suite size and show an overall average rent of $31.27 per square foot. Excluding
Tenants Over 15,000 square feet (new Bunnie's lease), the average attained rent
is calculated to be $33.82.

Recent Leasing Activity (By Size Category)

       Since existing rents can be skewed by older leases within the mall, an
analysis of recent leasing activity can provide a better understanding of
current rental rates. The chart on the Facing Page presents an overview of
recent in-line shop leasing for the subject property. As shown, 32 leases
(excluding Tenants > 15,000 SF) reflect an overall average rent of $35.35 per
square foot. The highest rent is attained from Group 1 (Tenants < 750 SF) with
an average of $64.30 per square foot. The averages generally decline by size
category to $33.31 per square foot for Group 6 (Tenants 5,001 - 10,000 SF).

       Group 1 (Tenants < 750 SF) - This size category includes four leases
       which show an average rental rate of $64.30 per square foot. The leases
       range from $60.00 to $70.47, with Auntie Anne's having the highest
       attained initial rent.

       Group 2 (Tenants 751-1,200 SF) - Six leases have been included for this
       grouping, ranging from $30.21 to $70.00 per square foot. The overall
       weighted average is $48.67 per foot. The highest rent has been obtained
       from Major Jewelers who has, or is expected to have, above average sales.
       Nails & More has the lowest rental rate, but leased a difficult space
       adjacent to the parking garage entrance with limited visibility.

       Group 3 (Tenants 1,201-2,000 SF) - This group has a total of five leases
       which range between $30.00 and $82.70 per square foot with an average
       rent of $43.99. Candie's is the most recent lease in this category. Their
       rent starts at $30.00 per square foot, increasing to $48.00 by the end of
       the lease term, with no Tls given.

       Group 4 (Tenants 2,001-3,500 SF) - Seven leases in the category range
       from $20.00 (Radio Shack) to $56.87 (Hair Design). The weighted average
       for Group 4 is calculated to be $37.46 per square foot. Two of the most
       recent leases show rates between $32.00 to $38.00 per square foot.

================================================================================

                                      -89-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

       Group 5 (Tenants 3,501-5,000 SF) - This category includes six leases
       which reflect an overall average rent of $26.81 per square foot. The
       highest rents ($32.00) have been attained from Limited Too and American
       Eagle, each of whom signed leases at the subject in the face of The
       Westchester opening. Child Place is the most recent lease at $25.00 per
       square foot.

       Group 6 (Tenants 5,001-15,000 SF) - A total of four leases have been
       included in this grouping, including two older leases to Express & Bath
       and Victoria's Secret. Leases range from $32.00 to $35.00 per square
       foot, with a weighted average of $33.31 for the category.

       Group 7 (Tenants > 15,000 SF) - This category is represented by only one
       lease. Bunnie's, a children's store, will be leasing the former Filene's
       Basement space beginning August 1996 on a gross basis of $10.00 per foot.
       Filene's previously occupied the space at $12.00 per square foot, net, on
       a lease which began in November 1992. Herman's formerly paid $7.75 per
       square foot for a 15,451 square foot space in this category. The lease,
       however, dated back to 1980.

Market Comparisons - Occupancy Cost Ratios

       In further support of developing a forecast for market rent levels, we
have undertaken a comparison of minimum rent to projected sales and total
occupancy costs to sales ratios. Generally, our research and experience with
other regional malls shows that the ratio of minimum rent to sales falls within
the 7.0 to 10.0 percent range in the initial year of the lease, with 7.5 percent
to 8.5 percent being most typical. By adding additional costs to the tenant,
such as real estate tax and common area maintenance recoveries, a total
occupancy cost may be derived. Expense recoveries and other tenant charges can
add up to 100 percent of minimum rent and comprise the balance of total tenant
costs.

       The typical range for total occupancy cost-to-sales ratios falls between
11.0 and 15.0 percent. As a general rule, where sales exceed $250 to $275 per
square foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy.
Experience and research show that most tenants will resist total occupancy costs
that exceed 15.0 to 18.0 percent of sales. However, ratios of upwards to 20.0
percent are not uncommon. Obviously, this comparison will vary from tenant to
tenant and property to property.

       In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically be
more inclined to pay higher initial base rents. Obviously, the opposite would be
true for poorer performing centers in that tenants would be squeezed by the thin
margins related to below average sales. With fixed expenses accounting for a
significant portion of the tenants contractual obligation, there would be little
room left for base rent.

       In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past year. This
information is provided on the Following Page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.

================================================================================

                                      -90-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
====================================================================================================================================

OCCUPANCY COST ANALYSIS/COMPARISON 
Cushman & Wakefield, Inc.
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                     Budget    Year       No.     Total     Shop     Avg.     Rec-     Avg.   Rent-  Total
No.     Area Location          State  Year     Built    Stories    GLA       GLA     Rent   coveries  Sales   Sales   Cost Location
====================================================================================================================================
<S>  <C>                        <C>  <C>    <C>            <C> <C>         <C>      <C>      <C>      <C>     <C>     <C>           
**   ULI-Super-Regional Malls   US   1995      --          --     999,544  342,260  $16.30    $8.72   $203.09  8.0%   12.3%
- ------------------------------------------------------------------------------------------------------------------------------------
**   ULI-Regional Malls         US   1995      --          --     582,893  261,553  $12.05    $5.82   $176.16  6.8%   10.1%
- ------------------------------------------------------------------------------------------------------------------------------------
**   ICSC-All Enclosed Malls    US   1995      --          --     582,893  261,553  $12.05    $5.82   $176.16  6.8%   10.1%
- ------------------------------------------------------------------------------------------------------------------------------------
**   ICSC-Mall > 1,000,000sf    US   1995      --          --   1,206,874  407,060  $20.01   $12.57   $271.64  7.4%   12.0%
====================================================================================================================================
 1   Saratoga County MSA        NY   1995   l990/91/93      1     656,501  256,668  $15.79   $15.54   $194.00  8.1%   16.1% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 2   Syracuse MSA               NY   1995   1954/96         2   1,035,525  410,818  $17.00   $12.90   $208.00  8.2%   14.4% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 3   Syracuse MSA               NY   1995   1988/94         1     776,571  311,557  $17.00   $12.12   $198.00  8.6%   14.7% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 4   Rochester MSA              NY   1995   1967/93         2   1,533,574  495,040  $18.00   $13.03   $247.00  7.3%   12.6% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 5   Jefferson County MSA       NY   1995   1986/93         1     635,765  209,873  $21.96   $15.89   $231.00  9.5%   16.4% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 6   Buffalo MSA                NY   1996   1985/89         1     753,105  285,771  $19.67   $14.83   $250.00  7.9%   13.8% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 7   White Plains MSA           NY   1995   1980/93         4     882,689  326,774  $34.00   $25.31   $380.00  8.9%   15.6% Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 8   Fairfield County MSA       CT   1995   1986/91         2   1,270,146  499,868  $32.00   $17.20   $425.00  7.5%   11.6% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 9   Meriden MSA                CT   1994   1971/94         2     711,626  292,877  $27.00   $14.20   $333.00  8.1%   12.4% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
10   Worcester County MSA       MA   1996   1971/87         1     445,875  182,372  $22.36   $14.93   $288.00  7.8%   12.9% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
11   Boston MSA                 MA   1995   1980/93         1     322,120  155,080  $18.50   $17.40   $208.00  8.9%   17.3% Urban
- ------------------------------------------------------------------------------------------------------------------------------------
12   Bristol County MSA         MA   1995     1992          2   1,005,595  349,107  $21.50   $22.09   $280.00  7.7%   15.6% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
13   Bristol County MSA         MA   1995   1987/89         2     967,363  374,630  $31.00   $21.71   $404.00  7.7%   13.0% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
14   Essex County MSA           MA   1995   1993/94         2     863,344  329,065  $36.95   $11.27   $350.00 10.6%   13.8% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
15   Kingston MSA               MA   1994   1989/92         1     771,007  295,562  $18.44   $14.32   $211.00  8.7%   15.5% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
16   Burlington MSA             VT   1995   1979/89/92      1     490,424  185,398  $23.00    $9.51   $294.00  7.8%   11.1% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
17   Bucks County MSA           PA   1995   1968/75         1     348,309  305,212  $19.35   $10.00   $239.00  8.1%   12.3% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
18   Monmouth County MSA        NJ   1994   1990/91/94      2   1,153,396  525,741  $31.00   $15.70   $338.00  9.2%   13.8% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
19   Westminster MSA            MD   1995   1987/94         1     524,964  193,557  $16.74   $17.93   $228.00  7.3%   15.2% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
20   Washington-Battimore       MD   1995   1979/93         2     661,639  245,217  $22.10   $19.86   $285.00  7.8%   14.7% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
21   Baltimore MSA              MD   1995   1956/91         1     863,376  242,376  $19.87   $14.93   $214.00  9.3%   16.3% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
22   Prince William City MSA    VA   1995   1972/96         1     716,796  278,494  $21.50   $15.11   $236.00  9.1%   15.5% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
23   Arlington MSA              VA   1994     1986          4     491,057  222,800  $28.00   $12.98   $300.00  9.3%   13.7% Urban
- ------------------------------------------------------------------------------------------------------------------------------------
24   Bloomingdale MSA           IL   1995   1981/88/91      2   1,292,186  427,609  $21.84   $10.37   $250.00  8.7%   12.9% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
25   Minneapolis MSA            MN   1995   1962/94         1     982,228  201,561  $21.00   $22.51   $262.00  8.0%   16.6% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
26   Genesee County MSA         MI   1995   1980/93         1     451,036  230,625  $16.00    $9.01   $219.00  7.3%   11.4% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
27   Indianapolis MSA           IN   1995   1968/87         1   1,239,059  260,359  $22.43    $9.00   $235.00  9.5%   13.4% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
28   Tampa MSA                  FL   1995     1995          1     977,047  359,579  $27.00   $12.77   $300.00  9.0%   13.3% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
29   Plantation MSA             FL   1995   1979/93         1   1,004.061  282,952  $28.22   $12.40   $314.00  9.0%   12.9% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
30   Miami MSA                  FL   1995     1982          1   1,120.827  290,385  $29.36   $16.55   $355.00  8.3%   12.9% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
31   Coral Springs MSA          FL   1995   1984/96         1   1,171,127  293,183  $25.90   $11.55   $284.00  9.1%   13.2% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
32   North Central Kansas       KS   1995   1987/90         1     400,307  185,324  $14.97   $10.31   $212.00  7.1%   11.9% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
33   Amarillo MSA               TX   1995   1982/86         1     889,508  316,190  $18.00    $7.53   $200.00  9.0%   12.8% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
34   Las Vegas MSA              NV   1995    1992           1     241,580  241,580  $91.50   $22.04 $1,183.00  7.7%    9.6% Urban
- ------------------------------------------------------------------------------------------------------------------------------------
35   Las Vegas MSA              NV   1994   1981/93         2     819,374  286,936  $35.00   $13.21   $405.00  8.6%   11.9% Urban
- ------------------------------------------------------------------------------------------------------------------------------------
36   Knoxville MSA              TN   1995   1972/94         1   1,333.018  382,150  $23.80   $14.00   $333.00  7.1%   11.4% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
37   Nashville MSA              TN   1995     1990          2     716,462  373,662  $15.25   $13.30   $180.00  8.5%   15.9% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
38   Riverside County MSA       CA   1995   1970/91         1   1,044,536  411,640  $22.59   $17.00   $250.00  9.0%   15.8% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
39   Orange County MSA          CA   1994   1975/94         1     810,470  273,970  $21.00   $10.28   $270.00  7.8%   11.6% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
40   Bellingham MSA             WA   1994     1988          1     769.187  337,557  $20.85   $12.54   $283.00  7.4%   11.8% Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
41   Seattle MSA                WA   1995   1979/95         1   1,012,754  311,019  $27.35    $7.56   $325.00  8.4%   10.8% Suburban
====================================================================================================================================
     Survey Mean:                                                 833,950  304,724  $23.89   $13.86   $289.51  8.3%   13.4%
====================================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

       From this analysis we see that the ratio of base rent to sales ranges
from 7.1 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to
17.3 percent when all recoverable expenses are included. The surveyed mean for
the malls and industry standards analyzed is 8.3 percent and 13.4 percent,
respectively. Some of the higher ratios are found in older malls situated in
urban areas that have higher operating structures due to less efficient layout
and designs, older physical plants, and higher security costs, which in some
malls can add upwards of $2.00 per square foot to common area maintenance.

       These relative measures can be compared with two well known publications,
The Score (1996) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1995) by the Urban Land Institute. The most recent
publications indicate base rent-to-sales ratios of approximately 7.0 to 8.0
percent and total occupancy cost ratios of 10.1 and 12.3 percent, respectively.

       In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

       Previously, in the Retail Market Analysis section of the appraisal, we
discussed the subject's sales potential. Comparable mall sales in calendar year
1995 reportedly dropped to $344 per square foot. In light of the mall's
performance and recent stabilizing of sales through the first three months of
1996, we are forecasting sales to be $344 per square foot in 1996. Based upon a
ratio of, say, 8.5 to 9.0 percent, an average rent for the subject between
$29.25 and $31.00 is indicated. We also recognize that the subject has the
potential to recoup sales as the general retail environment improves.

       The following chart presents a comparison of existing leases with recent
leasing and our projected market rental rate for each property.


================================================================================
           In-Line Rent Comparisons and Conclusions - Retail Component
================================================================================
   Size Category       Leases In-Place       Recent Leasing    C&W Conclusion
================================================================================
 <        750               $60.88               $64.30             $60.00
- --------------------------------------------------------------------------------
  751 - 1,200               $47.48               $48.67             $48.00
- --------------------------------------------------------------------------------
1,201 - 2,000               $37.56               $43.99             $38.00
- --------------------------------------------------------------------------------
2,001 - 3,500               $31.71               $37.46             $32.00
- --------------------------------------------------------------------------------
3,501 - 5,000               $28.36               $26.81             $28.00
- --------------------------------------------------------------------------------
5,001 - 15,000              $31.75               $33.31             $26.00
- --------------------------------------------------------------------------------
Avg. (Excl. > 15,000)       $33.82               $35.35             $32.64
================================================================================


================================================================================

                                      -92-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

       After considering all of the above, we have developed a weighted average
rental rate of approximately $32.64 per square foot based upon a relative
weighting of tenant space by size (excluding Tenants > 10,000 SF). The average
rent is a weighted average rent for all in-line mall tenants only. This average
market rent has been allocated to space as shown on the Facing Page.

Occupancy Cost - Test of Reasonableness

       Our weighted average rent can next be tested against total occupancy
costs in the mall based upon the standard recoveries for new mall tenants. Our
total occupancy cost analyses can be found on the following chart.

================================================================================
                       Total Occupancy Cost Analysis-1996
================================================================================
                 Tenant Cost                          Estimated Expenses/SF
================================================================================
Economic Base Rent                                           $ 32.64
                                                       (Weighted Average)
- --------------------------------------------------------------------------------
Occupancy Costs (A)
        Common Area Maintenance     (1)                      $  14.30
- --------------------------------------------------------------------------------
        Real Estate Taxes           (2)                      $  9.78
- --------------------------------------------------------------------------------
        Other Costs                 (3)                      $  1.76
- --------------------------------------------------------------------------------
Total Tenant Costs                                           $ 58.48
- --------------------------------------------------------------------------------
Projected Average Sales (1996)                               $344.00
- --------------------------------------------------------------------------------
Rent to Sales Ratio                                            9.49%
- --------------------------------------------------------------------------------
Cost of Occupancy Ratio                                       17.00%
================================================================================
(A)    Costs that are occupancy sensitive will decrease for new tenants on a
       unit rate basis as lease-up occurs and the property stabilizes. Average
       occupied area for mall tenant reimbursement varies relative to each major
       recovery type.

(1)    CAM expense is based on gross leasable occupied area (GLOA). Generally,
       the standard lease clause provides for an administrative fee to be passed
       through with CAM less certain exclusions, including anchor contributions.
       The standard denominator is based on leased or occupied area. A complete
       discussion of the standard recovery formula is presented later in this
       report.

(2)    Tax estimate is based upon gross leasable occupied area (GLOA) which is
       the recovery basis for taxes.

(3)    Other recoverable costs include tenant contributions for utilities: HVAC
       ($1.66/SF); Water/Sewer ($.10/SF).
================================================================================

       Total costs, on average, are shown to be 17.0 percent of projected
average 1996 retail sales which we feel is high but relatively typical of urban
located properties. It is noted that recoverable expenses are occupancy
sensative and, as occupancy increases, the pass-through obligation to tenants
will ultimately decline, reducing the overall occupancy cost burden to tenants.
Nonetheless, the high occupancy costs tend to limit the potential for rent
growth in the near-term until both occupancy increases and sales begin to edge
back to previously experienced levels within the property.

================================================================================

                                      -93-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

Food Court

       The food court contains thirteen spaces totaling 9,693 square feet (an
average of 746 square feet per unit). Acropolis and JB's Texas Grill are the two
most recent leases in the food court with rents of $82.85 and $91.10 per square
foot, respectively, or $43,000 per unit. The overall average rent is calculated
to be $74.58 per square foot for the food court. We are advised that Sbarro has
reached an agreement to buy out Bizzarre Pizza's lease and operate a Sbarro's
and Umberto's in the food court area. Sbarro was forced to close at lease
expiration earlier this year because of a non-competing clause in Bizzarre
Pizza's lease. We have ascribed a market rental rate of about $80.00 per square
foot for food court tenants. Food court tenants pay additional costs for food
court expenses based upon a pro-rata share of the expense.

Kiosk Tenants

       We have also segregated permanent kiosk rental rates within our analysis
since they typically pay higher rents than in-line and food court tenants. The
leasing plan provides for nine permanent kiosks at the subject, including Dime
Savings ATM. Combined, these units total 1,432 square feet (179 square feet per
kiosk). The overall average rent attained from existing kiosks is $217.00 per
square foot ($38,900 annually), excluding the ATM. Vitamin Works is the most
recent kiosk lease, occupying 163 square feet at an initial rent of $40,000 per
year, or $245.40 per square foot. Quintex has renewed their lease for one year
at their current rent of $37,000 ($226.99/SF). Another recent lease is Jewel Hut
who leases 156 square feet at a rent of $40,000 per year, or $256.41 per square
foot. We have ascribed a market rental rate of $40,000 for kiosks in our
analysis.

Concessions

       Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitors. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants that
are having trouble leasing, as well as older centers that are losing tenants to
new malls in their trade area. Management reports that free rent has been a
relative non-issue with new retail tenants. A review of the most recent leasing
confirms this observation. It has generally been limited to one or two months to
prepare a suite for occupancy when it has been given.

       Accordingly, we do not believe that it will be necessary to offer free
rent to retail tenants at the subject. It is noted that, while we have not
ascribed any free rent to the retail tenants, we have, however, made rather
liberal allowances for tenant workletters which acts as a form of inducement to
convince a tenant to locate at the subject. These allowances are liberal to the
extent that ownership has been relatively successful in leasing space "as is" to
tenants. In addition, it is ownership's policy upon lease renewal to require
tenants to remodel space at their own cost. We have made allowances of $8.00 per
square foot to new tenants (currently vacant) and for future turnover space. We
have also ascribed a rate of $1.00 per square foot to rollover space. This
assumption offers further support for the attainment of the rent levels
previously cited.

================================================================================

                                      -94-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

Absorption

       Finally, our analysis concludes that the current vacant retail space will
be absorbed over a three year period through July 1999. We have identified
60,892+/- square feet of vacant space, net of newly executed leases and pending
deals which have good likelihood of coming to fruition. This is equivalent to
18.6 percent of mall shop GLA. The chart on the Facing Page details our
projected absorption schedule. The absorption of the in-line space over a three
year period is equal to 5,074+/- square feet per quarter. We have assumed that
the space will all lease at 1996 base date market rent estimates as previously
referenced. Effectively, this assumes no rent inflation for absorption space.

       Based on this lease-up assumption, the following chart tracks retail
occupancy through July 1, 1999, the first full year of fully stabilized
occupancy.

        ======================================================
        Annual Average Occupancy               (Mall GLA)
        ======================================================
                 1996                             76.2%
        ------------------------------------------------------
                 1997                             84.9%
        ------------------------------------------------------
                 1998                             91.97%
        ------------------------------------------------------
                 1999                             98.36%
        ======================================================

Anchor Tenants      

       The final category of minimum rent involves anchor department stores. As
noted, Stern's is not owned and required only to pay contributions for common
area maintenance. JCPenney is on ground lease terms based upon an annual payment
of $70,000 per year. JCPenney also pays a contribution for CAM.

Rent Growth Rates

       Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income growth shows that projections generally range between 3.0 and
4.0 percent for retail centers. Cushman & Wakefield's Winter 1995 survey of
pension funds, REITs, bank and insurance companies, and institutional advisors
reveals that current income forecasts are utilizing average annual growth rates
between zero and 5.0 percent. The low and high mean is shown to be 2.8 and 3.9
percent, respectively. The Peter F. Korpacz Investor Survey (First Quarter 1996)
shows slightly more conservative results with average annual rent growth of 2.96
percent.

       It is not unusual in the current environment to see investors structuring
no growth or even negative growth in the short term. The White Plains area in
general has been negatively impacted by the last recession and difficult retail
environment. Sales at many retail establishments have been down this past year.
The subject has also been impacted by the global problems of many of its
retailers. The tenants' ability to pay rent is closely tied to its increases in
sales. However, rent growth can be more impacted by competition and management's
desire to attract and keep certain tenants that increase the mall's synergy and
appeal. As such, we have been conservative in our rent growth forecast.

================================================================================

                                      -95-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

================================================================================
                        Market Rent Growth Rate Forecast
================================================================================
                  Period                           Annual Growth Rate*
================================================================================
         1996                                                    Flat
- --------------------------------------------------------------------------------
         1998                                                    +2.0%
- --------------------------------------------------------------------------------
         1999                                                    +3.0%
- --------------------------------------------------------------------------------
         Thereafter                                              +3.5%
================================================================================
         * Indicated growth rate over the previous year's rent
================================================================================

Releasing Assumption

       The typical lease term for new in-line retail leases in centers such as
the subject generally ranges from five to twelve years. Market practice dictates
that it is not uncommon to get rent bumps throughout the lease terms either in
the form of fixed dollar amounts or a percentage increase based upon changes in
some index, usually the Consumer Price Index (CPI). Often the CPI clause will
carry a minimum annual increase and be capped at a higher maximum amount.

       For new leases in the regional malls, ten year terms are most typical.
Essentially, the developer will deliver a "vanilla" suite with mechanical
services roughed in and minimal interior finish. This allows the retailer to
finish the suite in accordance with their individual specifications. Because of
the up-front costs incurred by the tenants, they require a ten year lease term
to adequately amortize these costs. In certain instances, the developer will
offer some contribution to the cost of finishing out a space over and above a
standard allowance.

       Upon lease expiration, it is our best estimate that there is a 70.0
percent probability that an existing tenant will renew their lease while the
remaining 30.0 percent will vacate their space at this time. While the 30.0
percent may be slightly high by some historic measures, we think that it is a
prudent assumption in light of what has happened over the past year. An
exception to this assumption exists with respect to existing tenants who, at the
expiration of their lease, have sales that are substantially below the mail
average and have no chance to ever achieve percentage rent. In these instances,
it is our assumption that there is a 100.0 percent probability that the tenant
will vacate the property. This is consistent with ownership's philosophy of
carefully and selectively weeding out under-performers.

       As stated above, it is not uncommon to get increases in base rent over
the life of a lease. Our global market assumptions for non-anchor tenants may be
summarized as shown on the following page.

================================================================================
                               Renewal Assumptions
================================================================================
                Lease                         Free      Tenant          Lease
Tenant Type     Term         Rent Steps       Rent    Alterations    Commissions
================================================================================
Mail Shops     10 yrs.    10% in 6th year      No         Yes            Yes
- --------------------------------------------------------------------------------
Food Court     10 yrs.    10% in 6th year      No         Yes            Yes
- --------------------------------------------------------------------------------
  Kiosks        5 yrs.    10% in 3rd year      No         No             Yes
================================================================================

       Upon lease rollover/turnover, space is forecasted to be released at the
higher of the last effective rent (defined as minimum rent plus overage rent if
any) and the ascribed market rent as detailed previously increasing by our
market rent growth rate assumption.

================================================================================

                                      -96-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

Conclusion - Minimum Rent

       In the initial full year of the investment (FY 1997), it is projected
that the subject property will produce approximately $9,125,386 in minimum
rental income. This estimate of base rental income is equivalent to $27.92 per
square foot of total owned GLA. Alternatively, minimum rental income accounts
for 53.4 percent of all potential gross revenues. Further analysis shows that
over the holding period (FY 1997-2006), minimum rent advances at an average
compound annual rate of 3.4 percent. This increase is a synthesis of the mall's
lease-up, fixed rental increases, as well as market rents from rollover or
turnover of space. On a more stabilized basis (1999-2006), minimum rent
increases at an annual rent of 1.7 percent per year.

Overage Rent

       In addition to minimum base rent, many tenants at the subject property
have contracted to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Many leases have a natural
breakpoint although a number have stipulated breakpoints. The average overage
percentage for small space retail tenants is in a range of 5.0 to 6.0 percent,
with food court and kiosk tenants generally at 8.0 to 10.0 percent. Anchor
tenants typically have the lowest percentage clauses with ranges of 1.5 to 3.0
percent being common.

       Traditionally, it takes a number of years for a retail center to mature
and gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting the equity investor against
inflation.

       In the Retail Market Analysis section of this report, we discussed the
historic and forecasted sales levels for the mall tenants. Because the mall has
seen some decline in sales over the past year, it is difficult to predict with
accuracy what sales will be on an individual tenant level. As such, we have
employed the following methodology:

       o      For existing tenants who report sales, we have forecasted that
              sales will continue at our projected sales growth rate as
              discussed herein.

       o      For tenants who do not report sales or who do not have percentage
              clauses, we have assumed that a non-reporting tenant will always
              occupy that particular space.

       o      For new tenants, we have projected sales at the forecasted average
              for the center at the start of the lease. In 1996 this would be
              approximately $344 per square foot.

       Thus, in the initial full year of the investment holding period, overage
revenues are estimated to amount to $113,699 (net of any recaptures) equivalent
to $0.35 per square foot of owned GLA and 0.67 percent of potential gross
revenues. On balance, our forecasts for overage rent are deemed to be reasonable
and never exceed 0.67 percent of gross revenues during the holding period.

================================================================================

                                      -97-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Sales Growth Rates

       In the Retail Market Analysis section of this report, we discussed that
retail specialty store sales at the subject property have declined over the past
year.

       Retail sales in White Plains have been flat-declining in recent years,
while sales in Westchester County have been increasing at a compound annual rate
of 3.0 percent per annum since 1985, according to Sales and Marketing
Management. According to both the Cushman & Wakefield and Korpacz surveys, major
investors are looking at a range of growth rates of 0 percent initially to a
high of 5 percent in their computational parameters. Most typically, growth
rates of 3 percent to 4 percent are seen in these surveys.

       Nationally, total retail sales have been increasing at a compound annual
rate of 6.2 percent since 1980 and 4.9 percent per annum since 1990. Between
1990 and 1994, GAFO sales have grown at a compound annual rate of 5.83 percent
per year. Through 2000, total retail sales are forecasted to increase by 4.12
percent per year nationally, while GAFO sales are projected to grow by 5.04
percent annually.

       After considering all of the above, combined with the potential for
increased competition with The Westchester, we have forecasted sales growth
based upon the following schedule.

                       =================================
                           Sales Growth Rate Forecast
                       =================================
                          Period      Annual Growth Rate
                       =================================
                       1996                         Flat
                       ---------------------------------
                       1997                         2.0%
                       ---------------------------------
                       1998                         3.0%
                       ---------------------------------
                       Thereafter                   3.5%
                       =================================

       In all, we believe our sales growth forecast is reasonable. For new
tenants, sales are established based upon the mall's average sales level.
Generally, for existing tenants, we have assumed that sales continue subsequent
to lease expiration at their previous level unless they are under-performers
that prompt a 100.0 percent turnover probability; then sales are reset to the
corresponding mall overage.

       In most instances, no overage rent is generated from new tenants due to
our forecasted rent steps which serve to change the breakpoint.

Expense Reimbursement/Miscellaneous Income

       By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real estate
taxes, common area maintenance (CAM), utilities (HVAC/Water & Sewer), and a
common seating charge for food court tenants. Miscellaneous income is
essentially derived from specialty leasing for temporary tenants, Christmas
kiosks and other charges. In the first full year of the investment, it is
projected that the subject property will generate approximately $7,541,690 in
reimbursements for these operating expenses, $232,875 for temporary leasing, and
$70,875 in other miscellaneous income.

================================================================================

                                      -98-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

Common Area Maintenance

       Mail Shop Tenants

       Under the standard lease, mall tenants pay their pro-rata share of the
balance of the CAM expense after anchor contributions are deducted and
management fees are added. Provided below is a summary of the standard clause
that exists for a new tenant at the mall.

================================================================================
                  Common Area Maintenance Recovery Calculation
================================================================================
CAM Expense                 Actual hard cost for year, inclusive of
                                  interest and depreciation
- --------------------------------------------------------------------------------
    Add                               Administrative
                                          Fee
- --------------------------------------------------------------------------------
    Less                    Contributions from Department Stores
                                   & Majors > 15,000 SF
- --------------------------------------------------------------------------------
   Equals:         Net pro-ratable CAM billable to mall tenants on the basis of
                            gross leasable occupied area (GLO).
================================================================================

       Department Store/Major Tenant Obligations

       Department stores at the subject property are obligated to pay
contributions for common area maintenance expenses. JCPenney pays $0.15 per
square foot (1980-90), $0.25 per square foot (1991-2000), and $0.35 per square
foot for the remainder of the lease term. Stern's pays a flat contribution of
$15,000 per year towards CAM. Both Herman's and Filene's Basement formerly paid
CAM contributions which were typically deducted before mall shop pass-throughs.
Bunnie's (former Filene's space) will not pay any CAM contribution.

Real Estate Taxes

       Mall tenants pay real estate tax recoveries based upon a pro-rata share
of the expense. The pass-through is based upon pro-rata share of gross leasable
occupied area (GLOA). The tax recovery has a similar structure wherein major
tenant contributions are deducted before mall shop tenants are billed.

Other Recoveries/Income

       Other recoveries and income consist of common seating charges for food
court tenants, HVAC and water/sewer charges, temporary leasing, and
miscellaneous income. Common seating charges are assessed to food court tenants
for operation of the food court area. This charge is in addition to the regular
mall common area maintenance and is billed based upon occupied area of the food
court.

       Individual tenant electric usage is billed directly by Con Edison.
However, other utilities are recoverable from tenants. Included here are HVAC
charges, electricity for operation of the central plant, gas/fuel charges, and
water/sewer expenses. Individual usage for HVAC is assessed by usage surveys.
The current charge for operation of the central plant is budgeted at $1.66 per
square foot. Usage varies by tenant but averages about $5.01 per square foot.
Water and sewer is also billed to tenants and currently averages about $0.10 per
square foot.

================================================================================

                                      -99-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

       The final revenue categories consist of temporary leasing of in-line
space, revenue from temporary kiosks at Christmas time, and miscellaneous
income. Temporary leasing is related to temporary tenants that occupy vacant
in-line space. Other sources of miscellaneous revenues include temporary
seasonal kiosk rentals, forfeited security deposits, phone revenues, and
interest income. Our forecast for these additional revenues is net of a
provision for vacancy and credit loss. Overall, it is our assumption that these
other revenues will increase by 3.0 percent per annum over the holding period.

Allowance for Vacancy and Credit Loss

       The investor of an income producing property is primarily interested in
the cash revenues that an income-producing property is likely to produce
annually over a specified period of time rather than what it could produce if it
were always 100.0 percent occupied with all tenants paying rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment or slow
payment by tenants. We have reflected a 4.5 percent stabilized contingency for
both stabilized and unforeseen vacancy and credit loss. Please note that this
vacancy and credit loss provision is applied to all mall tenants equally. We
have phased in the 4.5 percent factor as the mall leases up.

       In this analysis we have also forecasted that there is a 70.0 percent
probability that an existing tenant will renew their lease. Upon turnover, we
have forecasted that rent loss equivalent to six months would be incurred to
account for the time and/or costs associated with bringing space back on line.
Thus, minimum rent as well as overage rent and certain other income has been
reduced by this forecasted probability.

       We have calculated the effect of the total provision of vacancy and
credit loss on the in-line shops. Through the 10 years of this cash flow
analysis, the total allowance for vacancy and credit loss, including provisions
for downtime, ranges from a low of 5.11 percent (2000) of total potential gross
revenues to a high of 24.76 percent (1996). On average, the total allowance for
vacancy and credit loss over the 10 year projection period averages 9.30
percent of these revenues.

================================================================================
                            Total Rent Loss Forecast
================================================================================
  CY Year       Physical Vacancy        Global Vacancy        Total Vacancy*
================================================================================
    1996                    23.76%                   1.00%              24.76%
- --------------------------------------------------------------------------------
    1997                    15.02%                   1.50%              16.52%
- --------------------------------------------------------------------------------
    1998                     8.03%                   2.50%              10.53%
- --------------------------------------------------------------------------------
    1999                     1.64%                   3.50%               5.14%
- --------------------------------------------------------------------------------
    2000                     0.61%                   4.50%               5.11%
- --------------------------------------------------------------------------------
    2001                     2.27%                   4.50%               6.77%
- --------------------------------------------------------------------------------
    2002                     0.85%                   4.50%               5.35%
- --------------------------------------------------------------------------------
    2003                     2.37%                   4.50%               6.87%
- --------------------------------------------------------------------------------
    2004                     0.92%                   4.50%               5.42%
- --------------------------------------------------------------------------------
    2005                     2.03%                   4.50%               6.53%
- --------------------------------------------------------------------------------
    Avg.                     5.75%                   3.55%               9.30%
================================================================================
*      Includes phased global vacancy provision for unseen vacancy and credit
       loss as well as weighted downtime provision of lease turnover.
================================================================================

================================================================================

                                      -100-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

       While 9.30 percent average vacancy over the projection period might be
considered high by investment surveys, we believe it to be a prudent assumption
in light of the risks associated with the subject property and its new
competition from The Westchester.

       As discussed, if an existing mall tenant is a consistent under-performer
with sales substantially below the mail average, then the turnover probability
applied is 100.0 percent. This assumption, while adding a degree of conservatism
to our analysis, reflects the reality that management will continually strive to
replace under performers. On balance, the aggregate deductions of all gross
revenues reflected in this analysis are based upon overall long-term market
occupancy levels and are considered what a prudent investor would allow for
credit loss. The remaining sum is effective gross income which an informed
investor may anticipate the subject property to produce. We believe this is
reasonable in light of overall vacancy in this subject's market area as well as
the current leasing structure at the subject.

Effective Gross Income

       In the initial full year of the investment, FY 1997, effective gross
revenues ("Total Income" line on cash flow) are forecasted to amount to
approximately $16,883,665, equivalent to $51.66 per square foot of total owned
GLA.

================================================================================
               Effective Gross Revenue Summary - Retail Component
                 Initial Year of Investment - Fiscal Year 1997
================================================================================
                              Aggregate Sum     Unit Rate     Income Ratio
================================================================================
   Potential Gross Income      $17,084,525        $52.28             100.0%
- --------------------------------------------------------------------------------
Less: Vacancy and Credit Loss ($   200,860)      ($ 0.61)              1.2%
- --------------------------------------------------------------------------------
   Effective Gross Income      $16,883,665        $51.66              98.8%
================================================================================

Expenses

       Total expenses incurred in the production of income from the subject
property are divided into two categories: reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes,
common area maintenance, water and sewer, central plant costs, HVAC, and common
seating charges. The non-reimbursable expenses associated with the subject
property include certain general and administrative expenses, ownership's
contribution to the merchants association/marketing fund, management charges,
and miscellaneous expenses. Other expenses include a reserve for the replacement
of short-lived capital components, alteration costs associated with bringing
space up to occupancy standards, leasing commissions, and a provision for
capital expenditures.

       The various expenses incurred in the operation of the subject property
have been estimated from information provided by a number of sources. We have
reviewed the subject's component operating history for prior years as well as
the 1996 Budget. This information is provided in the Addenda. We have compared
this information to published data which are available, as well as comparable
expense information. Finally, this information has been tempered by our
experience with other regional shopping centers.

================================================================================

                                      -101-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




<PAGE>


                                                            Income Approach
================================================================================

Reimbursable Operating Expenses

       We have analyzed each item of expense individually and attempted to
project what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial year of the
investment holding period. These expense estimates are forecasted to grow by our
expense growth rate of 3.5 percent per year.

       Common Area Maintenance - This expense category includes the annual cost
       of miscellaneous building maintenance contracts, recoverable labor and
       benefits, security, insurance, landscaping, snow removal, cleaning and
       janitorial, exterminating, supplies, trash removal, exterior lighting,
       common area energy, gas and fuel, equipment rental, interest and
       depreciation, and other miscellaneous charges. In addition, ownership can
       pass-through and administrative fee along with the billable expense. As
       discussed, the standard lease agreement allows management to pass along
       the CAM expense to tenants on the basis of gross leasable occupied area.

       The following chart presents an itemized budget for CAM expenses in 1996
       as well as the 1995 actual expense:

================================================================================
                                 1996 CAM Budget
================================================================================
    Expense Item                       1995 Actual                  1996 Budget
================================================================================
Advertising/Promotion                           $468                     $1,040
- --------------------------------------------------------------------------------
Administrative/Office                        $30,539                    $24,172
- --------------------------------------------------------------------------------
Janitorial/Cleaning                         $869,177                   $862,500
- --------------------------------------------------------------------------------
Building Renovation                           $2,581                    $13,680
- --------------------------------------------------------------------------------
Lawn Maintenance                             $63,040                    $60,800
- --------------------------------------------------------------------------------
Security                                    $777,290                   $805,800
- --------------------------------------------------------------------------------
Rubbish Removal                              $15,958                    $24,000
- --------------------------------------------------------------------------------
Snow Removal                                    $984                     $2,000
- --------------------------------------------------------------------------------
Parking Lot                                 $100,000                     $2,000
- --------------------------------------------------------------------------------
Bldg Maint/Repair                           $789,400                   $712,223
- --------------------------------------------------------------------------------
Payroll Salary/Bonus                        $140,970                   $133.621
- --------------------------------------------------------------------------------
Payroll Tax/Insurance                        $26,547                    $26,724
- --------------------------------------------------------------------------------
Other Expenses                               $22,269                     $8,400
- --------------------------------------------------------------------------------
General Insurance                           $184,151                   $184,761
- --------------------------------------------------------------------------------
Electricity                                 $212,786                   $162,639
================================================================================
Total CAM Expense                         $3,236,160                 $3,024,360
================================================================================
Amortization                                $140,278                    $86,103
- --------------------------------------------------------------------------------
Administrative Fee                          $506,466                   $466,569
- --------------------------------------------------------------------------------
Less: Majors/Anchors*                       ($62,003)                  ($71,829)
================================================================================
Net Billable to Tenants                   $3,820,901                  3,505,203
================================================================================
* Excludes exterior tenants and tenants > 15,000 SF
================================================================================

       As can be seen, a total CAM cost of $3,024,360 is budgeted for 1996. This
       reflects a CAM expense of about $9.25 per square foot of mall shop area.
       Overall, we believe that CAM expenses at the subject are reasonable. Our
       CAM expense advances to $3,069,115 in FY 1997.

================================================================================

                                      -102-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

       Real Estate Taxes - The projected taxes to be incurred in 1996 are equal
       to $2,672,000. As discussed, the standard recovery for this expense is
       charged on the basis of gross leasable occupied area of non-anchor mall
       tenant GLA. The tax expense increases to $2,738,800 for fiscal year 1997.

       Food Court CAM (Common Seating) - The cost of maintaining the food court
       is estimated at $344,958 in the initial year of the holding period.
       Included here are such items as payroll for administration, maintenance
       and security, supplies, and other miscellaneous expenses. As articulated,
       food court tenants are assessed a separate charge for this expense.

       Central Plant/Water and Sewer - This expense includes the repair and
       maintenance of central plant facilities, electricity, and water/sewer
       expenses at the subject. In 1995, these expenses totaled $1,592,561. For
       1996, a budgeted expense of $1,519,146 is indicated. Our FY 1997 expense
       amounts to $1,532,667.

Non-Reimbursable Expenses

       Total non-reimbursable expenses at the subject property are projected
from accepted practices and industry standards. Again, we have analyzed each
item of expenditure in an attempt to project what the typical investor in a
property similar to the subject would consider reasonable, based upon actual
operations, informed opinion, and experience. The following is a detailed
summary and discussion of non-reimbursable expenses incurred in the operation of
the subject property for the initial year. Expenses are forecasted to increase
3.5 percent per annum through the remainder of the holding period.

       General and Administrative - Expenses related to the administrative
       aspects of the mall include costs particular to operation of the mall,
       including salaries, travel and entertainment, and dues and subscriptions.
       A provision is also made for professional services (legal and accounting
       fees and other professional consulting services). In FY 1997, we reflect
       general and administrative expenses of $263,792, or $0.81 per square
       foot.

       Marketing - These costs include expenses related to the temporary tenant
       program, including payroll for the promotional and leasing staff. It also
       contains ownership's contribution to the merchant association which is
       net of tenant contributions. In order to assist in the lease-up of vacant
       suites, in the initial year marketing cost is forecasted to amount to
       $81,167, or $0.25 per square foot of mall shop GLA.

       Miscellaneous - This catch-all category is provided for various
       miscellaneous and sundry expenses that ownership will typically incur.
       Such items as unrecovered repair costs, preparation of suites for
       temporary tenants, certain non-recurring expenses, expenses associated
       with maintaining vacant space, and bad debts in excess of our credit loss
       provision would be included here. In the initial year, these
       miscellaneous items are forecasted to amount to approximately $10,000,
       which increases to $10,146 in FY 1997.

================================================================================

                                      -103-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

       Management - The annual cost of managing the subject property is
       projected to be 3.0 percent of minimum and percentage rent. In the
       initial year of our analysis, this amount is shown to be $277,173.
       Alternatively, this amount is equivalent to approximately 1.6 percent of
       effective gross income. Our estimate is reflective of a typical
       management agreement with a firm in the business of providing
       professional management services. This amount is considered typical for a
       retail complex of this size. Our investigation into the market for this
       property type indicates an overall range of fees of 3.0 to 5.0 percent.
       Since we have reflected a structure where ownership separately charges
       leasing commissions, we have used the mid-point of the range as providing
       for compensation for these services.

       Alterations - The principal component of this expense is ownership's
       estimated cost to prepare a vacant suite for tenant use. At the
       expiration of a lease, we have made a provision for the likely
       expenditure of some monies on ownership's part for tenant improvement
       allowances. In this regard, we have forecasted a cost of $8.00 per square
       foot for turnover space (initial cost growing at expense growth rate)
       weighted by our turnover probability of 30.0 percent. We have forecasted
       a rate of $1.00 per square foot for renewal (rollover) tenants, based on
       a renewal probability of 70.0 percent. The blended rate based on our
       70/30 turnover probability is therefore $3.10 per square foot. These
       costs are forecasted to increase at our implied expense growth rate.

       Leasing Commissions - Ownership has recently been charging leasing
       commissions internally. A typical structure is $3.50 per square foot for
       new tenants and $1.50 per square foot for renewal tenants. These rates
       are increased by $0.50 and $0.25 per square foot, respectively, every
       five years. This structure implies a payout up front at the start of a
       lease. The cost is weighted by our 70/30 percent renewal/turnover
       probability. Thus, upon lease expiration a leasing commission charge of
       $2.10 per square foot would be incurred.

       Capital Repairs - Regional malls are typically remodeled every five to
       ten years. The last renovation of the subject was completed in 1993. In
       view of the subject's condition, we have not made an additional allowance
       for capital repairs/cosmetic remodeling. However, ownership has made
       provisions for certain capital items over the next two years which we
       have included in our analysis. In 1996, a cost of $256,000 has been
       budgeted for service corridor, food court, lighting/electrical, and
       escalator improvements. For 1997, a figure of $200,000 has been budgeted
       for painting and plumbing work.

================================================================================

                                      -104-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

       Replacement Reserves - It is customary and prudent to set aside an amount
       annually for the replacement of short-lived capital items such as the
       roof, parking lot and certain mechanical items. The repairs and
       maintenance expense category has historically included some capital items
       which have been passed through to the tenants. This appears to be a
       fairly common practice among most malls. However, we feel that over a
       holding period some repairs or replacements will be needed that will not
       be passed on to the tenants. For purposes of this report, we have
       estimated an expense of approximately $0.15 per square foot of owned GLA
       during the first year ($50,000), thereafter increasing by our expense
       growth rate.

Expense Growth Rates

       Expense growth rates are generally forecasted to be more consistent with
inflationary trends than with competitive market forces. The Winter 1995 Cushman
& Wakefield survey of regional malls found the low and high mean from each
respondent to be 3.75 percent. The First Quarter 1996 Korpacz survey reports
that the range in expense growth rates runs from 3.0 percent to 4.5 percent with
an average of 3.92 percent, down 13 basis points from one year ago. Expenses are
forecasted to grow by 3.5 percent per annum over the remainder of the holding
period, except for taxes which are projected to grow by 6.0 percent in 1997, 5.0
percent in 1998, and 4.0 percent thereafter.

Net Income/Net Cash Flow

       The total expenses of the subject property, including alterations,
commissions, capital expenditures, and reserves, are annually deducted from
total income, thereby leaving a residual net operating income or net cash flow
to the investors in each year of the holding period before debt service. The
following chart presents an overview of projected net operating income and net
income at the subject property for the first full year of investment.

================================================================================
                                Operating Summary
                  Initial Year of Investment - Fiscal Year 1997
================================================================================
                              Aggregate Sum     Unit Rate*     Operating Ratio
================================================================================
Effective Gross Income         $16,883,665        $51.66           100.0%
Operating Expenses              $8,317,818        $25.45            49.3%
Net Operating Income            $8,565,847        $26.21            50.7%
Other Expenses                    $778,830         $2.38             4.6%
Cash Flow                       $7,787,017        $23.83            46.1%
================================================================================
*      Based on total owned GLA of 326,813 square feet.
================================================================================

================================================================================

                                      -105-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------





<PAGE>


                                                            Income Approach
================================================================================

=====================
Investment Parameters
=====================

       After projecting the income and expense components of the subject
property, investment parameters must be set in order to forecast property
performance over the holding period. These parameters include the selection of
capitalization rates (both initial and terminal) and application of the
appropriate discount or yield rate, also referred to as the internal rate of
return (IRR).

Selection of Capitalization Rates

       Overall Capitalization Rate

       The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are also affected by the existing leasing schedule of the
property, the strength or weakness of the local rental market, the property's
position relative to competing properties, and the risk/return characteristics
associated with competitive investments. Our selection of rates utilizes rates
selected for each property component. These rates are then weighted for each
component's contribution to net operating income.

       For retail properties, the trend has been for rising capitalization
rates. We feel that much of this has to do with the quality of the product that
has been selling. Sellers of the better performing dominant Class A malls have
been unwilling to waver on their pricing. Many of the malls which have sold over
the past 18 to 24 months are found in less desirable second or third tier
locations or represent turnaround situations with properties that are posed for
expansion or remerchandising. With fewer buyers for the top performing assets,
sales have been somewhat limited.

================================================================================
                          Overall Capitalization Rates
                               Regional Mall Sales
================================================================================
          Year            Range           Mean      Basis Point Change
================================================================================
          1988        5.00% -  8.00%      6.16%                     -
- --------------------------------------------------------------------------------
          1989        4.58% -  7.26%      6.05%                   -11
- --------------------------------------------------------------------------------
          1990        5.06% -  9.11%      6.33%                   +28
- --------------------------------------------------------------------------------
          1991        5.60% -  7.82%      6.44%                   +11
- --------------------------------------------------------------------------------
          1992        6.00% -  7.97%      7.31%                   +87
- --------------------------------------------------------------------------------
          1993        7.00% - 10.10%      7.92%                   +61
- --------------------------------------------------------------------------------
          1994        6.98% - 10.29%      8.37%                   +45
- --------------------------------------------------------------------------------
          1995        7.47% - 11.10%      9.14%                   +79
================================================================================

       The data above shows that, with the exception of 1989, the average cap
rate has shown a rising trend each year. Between 1988 and 1989, the average rate
declined by 11 basis points. This was partly a result of dramatically fewer
transactions in 1989 as well as the sale of Woodfield Mall at a reported cap
rate of 4.58 percent. In 1990, the average cap rate jumped 28 basis points to
6.33 percent. Among the 16 transactions we surveyed that year, there was a
marked shift of investment criteria upward, with additional basis point risk
added due to the deteriorating economic climate for commercial real estate.
Furthermore, the problems with department store anchors added to the perceived
investment risk.

================================================================================

                                      -106-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

       Much of the buying over the past 18 to 24 months has been opportunistic
acquisitions involving properties selling near or below replacement cost. Many
of these properties have languished due to lack of management focus or
expertise, as well as a limited ability to make the necessary capital
commitments for growth. As these opportunities become harder to find, we believe
that investors will again begin to focus on the stable returns of the dominant
Class A product.

       The Cushman & Wakefield's Winter 1995 survey reveals that going-in cap
rates for regional shopping centers range between 7.0 and 9.0 percent with a low
average of 7.47 and high average of 8.25 percent, respectively; a spread of 78
basis points. Generally, the change in average capitalization rates over the
Spring 1995 survey shows that the low average decreased by 3 basis points, while
the upper average increased by 15 points. Terminal, or going-out rates are now
averaging 8.17 and 8.83 percent, representing a decrease of 22 basis points and
23 basis points, from Spring 1995 averages.

<TABLE>
<CAPTION>
======================================================================================================================
                                           Cushman & Wakefield Valuation Advisory Services
                                              National Investor Survey - Regional Malls
======================================================================================================================
Investment                Winter 1994                      Spring 1995                        Winter 1995
Parameters            Low             High             Low             High               Low               High
======================================================================================================================
<S>              <C>             <C>              <C>              <C>               <C>               <C>        
OAR/Going-In      6.50 - 9.50     7.50 - 9.50      7.00 - 8.50      7.50 - 8.50       7.00 - 8.00       7.50 - 9.00
                      7.6             8.4              7.50             8.1               7.47              8.25
- ----------------------------------------------------------------------------------------------------------------------
OAR/Terminal      7.00 - 9.50     7.50 - 10.50     7.50 - 8.75      8.00 - 9.25       7.00 - 9.00       8.00 - 10.00
                      8.0             8.8              7.95             8.6               8.17              8.83
- ----------------------------------------------------------------------------------------------------------------------
    IRR          10.00 - 11.50   10.00 - 13.00    10.00 - 11.50    11.00 - 12.00     10.00 - 11.50     10.50 - 12.00
                     10.5            11.5             10.70            11.4              10.72             11.33
======================================================================================================================
</TABLE>

       The First Quarter 1996 Peter F. Korpacz survey finds that cap rates have
remained relatively stable. They recognize that there is extreme competition for
the few premier malls that are offered for sale which should exert downward
pressure on rates. However, most of the available product is B or C quality
which are not attractive to most institutional investors. The survey did,
however, note a dramatic change for the top tier investment category of 20 to 30
true "trophy" assets in that investors think it is unrealistic to assume that
cap rates could fall below 7.0 percent.

<TABLE>
<CAPTION>
=============================================================================================
                             NATIONAL REGIONAL MALL MARKET
                                     FIRST QUARTER 1996
=============================================================================================
       KEY INDICATORS                 CURRENT                  LAST
    Free & Clear Equity IRR           QUARTER                 QUARTER              YEAR AGO
=============================================================================================
<S>                                 <C>                    <C>                  <C>   
RANGE                               10.00%-14.00%          10.00%-14.00%        10.00%-14.00%
AVERAGE                                 11.50%                 11.55%               11.59%
- ---------------------------------------------------------------------------------------------
CHANGE (Basis Points)                     -                     - 5                  - 9
- ---------------------------------------------------------------------------------------------
Free & Clear Going-In Cap Rate
- ---------------------------------------------------------------------------------------------
RANGE                                6.25%-11.00%           6.25%-11.00%          6.25%-11.00%
AVERAGE                                  8.11%                  7.86%                 7.78%
- ---------------------------------------------------------------------------------------------
CHANGE (Basis Points)                     -                    + 25                  + 33
- ---------------------------------------------------------------------------------------------
Residual Cap Rate
- ---------------------------------------------------------------------------------------------
RANGE                                7.00%-11.00%           7.00%-11.00%          7.00%-11.00%
AVERAGE                                  8.56%                  8.45%                 8.38%
- ---------------------------------------------------------------------------------------------
CHANGE (Basis Points)                     -                     + 11                  + 18
=============================================================================================
Source: Peter Korpacz Associates, Inc. - Real Estate Investor Survey First Quarter - 1996
</TABLE>


================================================================================

                                      -107-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

       As can be seen from the above, the average IRR has decreased by 5 basis
points to 11.50 percent from one year ago. However, it is noted that this
measure has been relatively stable over the past three months. The quarter's
average initial free and clear equity cap rate rose 33 basis points to 8.11
percent from a year earlier, while the residual cap rate increased 18 basis
points to 8.56 percent.

       Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and
re-merchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities are now serious impediments
to new retail development.

       Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters 1996
in view of the wave of retail chains whose troublesome earnings are forcing
major restructures or even liquidations. (The reader is referred to the National
Retail Overview in the Addenda of this report). Trends toward more casual dress
at work and consumers growing pre-occupation with their leisure and home lives
have created the need for refocused leasing efforts to bring those tenants to
the mall that help differentiate them from the competition. As such,
entertainment, a loosely defined concept is one of the most common directions
malls have taken. A trend toward bringing in larger specialty and category
tenants to the mall is also in evidence. The risk from an owners standpoint is
finding that mix which works the best.

       Nonetheless, the cumulative effect of these changes has been a rise in
rates as investors find it necessary to adjust their risk premiums in their
underwriting.

       Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

Cap Rate Range                      Category

7.0% to 7.5%            Top 20 to 25+/- malls in the country.

7.5% to 8.5%            Dominant Class A investment grade property, high sales
                        levels, relatively good health ratios, excellent
                        demographics (top 50 markets), and considered to present
                        a significant barrier to entry within its trade area.

8.5% to 10.5%           Somewhat broad characterization of investment quality
                        properties ranging from primary MSAs to second tier
                        cities. Properties at the higher end of the scale are
                        probably somewhat vulnerable to new competition in their
                        market.

10.5% to 12.0%          Remaining product which has limited appeal or
                        significant risk which will attract only a smaller,
                        select group of investors.

================================================================================

                                      -108-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

Conclusion - Initial Capitalization Rate

       Based upon this analysis, we can develop a going-in capitalization rate
for the subject based upon its tenancy, investment appeal, quality, and inherent
risks. As discussed, the subject performs above regional norms for sales
productivity, but has been impacted by The Westchester opening and generally
poor retail environment. Although there remains uncertainty with respect to the
full impact of The Westchester, we believe that the two properties have the
capability to co-exist within the market. However, an investor in the subject
property would be cognizant of this risk and factor additional basis points into
the going-in rate to account for this risk. On balance, we have looked toward a
going-in capitalization rate between 8.75 and 9.25 percent for the subject based
upon a stabilized operating basis.

       Terminal Capitalization Rate

       The residual cash flows generated annually by the subject property
comprise only the first part of the return which an investor will receive. The
second component of this investment return is the pre-tax cash proceeds from the
resale of the property at the end of a projected investment holding period.
Typically, investors will structure a provision in their analyses in the form of
a rate differential over a going-in capitalization rate in projecting a future
disposition price. The view is that the improvement is then older and the future
is harder to visualize; hence a slightly higher rate is warranted for added
risks in forecasting. On average, our rate survey shows a 38 basis point
differential.

       Therefore, to the range of stabilized overall capitalization rates, we
have added 25 basis points to arrive at a projected terminal capitalization rate
ranging from 9.00 to 9.50 percent. This provision is made for the risk of
lease-up and maintaining a certain level of occupancy in the center, its level
of revenue collection, the prospects of future competition, as well as the
uncertainty of maintaining the forecasted growth rates over such a holding
period. In our opinion, this range of terminal rates would be appropriate for
the subject. Thus, this range of rates is applied to the following years net
operating income before reserves, capital expenditures, leasing commissions and
alterations as it would be the first received by a new purchaser of the subject
property. Applying a rate of say 9.25 percent for disposition, a current
investor would dispose of the subject property at the end of the investment
holding period for an amount of approximately $126.6 million based on fiscal
year 2007 net income of approximately $11.71 million.

       From the projected reversionary value to an investor in the subject
property, we have made a deduction to account for the various transaction costs
associated with the sale of an asset of this type. These costs consist of 5.0
percent of the total disposition price of the subject property as an allowance
for transfer taxes, professional fees, the Cuomo tax, and other miscellaneous
expenses including an allowance for alteration costs that the seller pays at
final closing. Deducting these transaction costs from the computed reversion
renders pre-tax the net proceeds of sale to be received by an investor in the
subject property at the end of the holding period.

<TABLE>
<CAPTION>
==================================================================================
                            Net Proceeds at Reversion
==================================================================================
                                        Less Costs of Sale and
Net Income FY 2007  Gross Sale Price  Miscellaneous Expenses @ 5.0%   Net Proceeds
==================================================================================
<S>                   <C>                     <C>                    <C>         
    $11,713,920       $126,636,973            ($6,331,849)           $120,305,124
==================================================================================
</TABLE>

================================================================================
 
                                    -109-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

Selection of Discount Rate

       The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

       A yield or discount rate differs from an income rate, such as
cash-on-cash (equity dividend rate), in that it takes into consideration all
equity benefits, including the equity reversion at the time of resale and annual
cash flow from the property. The internal rate of return is the single-yield
rate that is used to discount all future equity benefits (cash flow and
reversion) into the initial equity investment. Thus, a current estimate of the
subject's present value may be derived by discounting the projected income
stream and reversion year sale at the property's yield rate.

       Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Winter 1995 survey, investors
in regional malls are currently looking at broad rates of return between 10.0
and 12.00 percent, down slightly from our last two surveys. The indicated low
and high means are 10.72 and 11.33 percent, respectively. Peter F. Korpacz
reports an average internal rate of return of 11.50 percent for the First
Quarter 1996, down 9 basis points from the year ago level.

       The yield rate on a long term real estate investment can also be compared
with yield rates offered by alternative financial investments since real estate
must compete in the open market for capital. In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities. The following is a list of rates offered by other
types of securities.

             ===================================================
             Market Rates and Bond Yields(%)        June 6, 1996
             ===================================================
                Reserve Bank Discount Rate              5.00
             ---------------------------------------------------
                Prime Rate (Monthly Average)            8.25
             ---------------------------------------------------
                   3-Month Treasury Bills               5.07
             ---------------------------------------------------
                    U.S. 1O-Year Notes                  6.80
             ---------------------------------------------------
                    U.S. 30-Year Bonds                  6.95
             ---------------------------------------------------
                     Telephone Bonds                    8.08
             ---------------------------------------------------
                      Municipal Bonds                   6.12
             ===================================================
             Source: New York Times
             ===================================================

       This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless level
of investment might be seen in a three month treasury bill at 5.07 percent. A
more risky investment, such as telephone bonds, would currently yield a much
higher rate of 8.08 percent. The prime rate is currently 8.25 percent, while the
discount rate is 5.00 percent. Ten year treasury notes are currently yielding
around 6.80 percent, while 30-year bonds are at 6.95 percent.

================================================================================

                                     -110-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

       Real estate investment typically requires a higher rate of return (yield)
and is much influenced by the relative health of financial markets. A retail
center investment tends to incorporate a blend of risk and credit based on the
tenant mix, the anchors that are included (or excluded) in the transaction, and
the assumptions of growth incorporated within the cash flow analysis. An
appropriate discount rate selected for a retail center thus attempts to consider
the underlying credit and security of the income stream, and includes an
appropriate premium for liquidity issues relating to the asset.

       There has historically been a consistent relationship between the spread
in rates of return for real estate and the 'safe' rate available through
long-term treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

       Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $300 per square foot
and be attractive investment vehicles in the current market. It is our opinion
that the subject would attract high interest from institutional investors if
offered for sale in the current marketplace. There is not an abundance of
regional mall assets of comparable quality currently available, and many
regional malls have been included within REITs, rather than offered on an
individual property basis. However, we must further temper our analysis due to
the fact that there remains some risk that the inherent assumptions employed in
our model come to full fruition.

       Finally, application of these rate parameters to the subject should
entail some sensitivity to the rate at which leases will be expiring over the
projection period. Provided below is a summary of the forecasted lease
expiration schedule for the subject. A complete expiration report is included in
the Addenda.

                  ====================================================
                            Lease Expiration Schedule
                  ====================================================
                  Fiscal Year          GLA (SF)           Cumulative %
                  ====================================================
                   FY 1997               39,123                12.0%
                  ----------------------------------------------------
                   FY 1998               11,671                15.6%
                  ----------------------------------------------------
                   FY 1999                8,752                18.2%
                  ----------------------------------------------------
                   FY 20OO                9,596                21.2%
                  ----------------------------------------------------
                   FY 2001               28,158                29.8%
                  ----------------------------------------------------
                   FY 2002               13,593                33.9%
                  ----------------------------------------------------
                   FY 2003               38,519                45.7%
                  ----------------------------------------------------
                   FY 2004               20,450                52.0%
                  ----------------------------------------------------
                   FY 2005               33,115                62.1%
                  ----------------------------------------------------
                   FY 2006               32,684                72.1%
                  ====================================================

================================================================================

                                     -111-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

       From the above, we see that a low percentage (21.2 percent) of retail GLA
will expire by 2000. Over the total projection period, the mall will turnover
about 72.1 percent of mall shop space. Overall, consideration is given to this
in our selection of an appropriate risk rate. We would also note that much of
the risk factored into such an analysis is reflected in the assumptions employed
within the cash flow model, including rent and sales growth, turnover, reserves,
and vacancy provisions.

       We have briefly discussed the investment risks associated with the
subject. On balance, it is our opinion that an investor in the subject property
would require an internal rate of return between 11.00 and 11.50 percent for
the mall.

Present Value Analysis

       Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 10 to 20 years and are sufficient for
the majority of institutional grade real estate such as the subject to meet the
criteria noted above. In the instance of the subject, we have analyzed the cash
flows anticipated over a ten year period commencing on June 1, 1996 for the "As
Is" analysis.

       A sale or reversion is deemed to occur at the end of the 10th year (May
31, 2006), based upon capitalization of the following year's net operating
income. This is based upon the premise that a purchaser in the 10th year is
buying the following year's net income. Therefore, our analysis reflects this
situation by capitalizing the first year of the next holding period.

       The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash flow
and eventual property reversion has been based on an analysis of anticipated
yield rates of investors dealing in similar investments. The rates reflect
acceptable expectations of yield to be achieved by investors currently in the
marketplace shown in their current investment criteria and as extracted from
comparable property sales.

       =====================
       Cash Flow Assumptions 
       =====================

       Our cash flows forecasted for the property have been presented. To
reiterate, the formulation of these cash flows incorporate the following general
assumptions in our computer model:

       1.     The pro forma is presented on a fiscal year basis commencing on
              June 1, 1996. The present value analysis is based on a 10 year
              holding period. This period reflects 10 years of operations and
              follows an adequate time for the property to proceed through an
              orderly lease-up and continue to benefit from any remerchandising.
              In this regard, we have projected that the investment will be sold
              at the year ending May 31, 2006.

================================================================================

                                      -112-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Income Approach
================================================================================

       2.     Existing lease terms and conditions remain unmodified until their
              expiration. At expiration, it has been assumed that there is a
              70.0 percent probability that existing retail tenants will renew
              their lease. Executed and high probability pending leases have
              been assumed to be signed in accordance with negotiated terms as
              of the date of valuation.

       3.     1996 base date market rental rates for existing tenants have been
              established according to tenant size with consideration given to
              location, the specific merchandise category, as well as the
              tenants sales history. Lease terms throughout the total complex
              vary but for new in-line mall tenants are generally 5 to 12 years.
              While some have been flat, others have one or two step-ups over
              the course of the term. Upon renewal, it is assumed that new
              retail leases are written for an average of 10 years with a rent
              step of 10.0 percent in year 6.

       4.     Market rents have been established for 1996. Subsequently, it is
              our assumption that market rental rates for mall tenants will
              increase by 2.0 percent in 1998, 3.0 percent in 1999, and 3.5
              percent per year thereafter.

       5.     Most retail tenants have percentage rent clauses providing for the
              payment of overage rent. We have relied upon average sales data as
              provided by management. In our analysis, we have forecasted that
              sales will grow by 2.0 percent in 1997, 3.0 percent in 1998, and
              3.5 percent per year throughout the balance of the holding period.

       6.     Expense recoveries are based upon terms specified in the various
              lease contracts. The standard lease contract for real estate taxes
              and common area maintenance billings for interior mall tenants is
              based upon a tenants pro rata share of leased or occupied area.
              Tenants also pay for utilities, water/sewer, and HVAC charges.

       7.     Income lost due to vacancy and non-payment of obligations has been
              based upon our turnover probability assumption as well as a global
              provision for credit loss. Our stabilized global vacancy provision
              is 4.5 percent.

       8.     Specialty leasing and miscellaneous income consists of several
              categories. Specialty leasing is generated by the mall's temporary
              in-line tenant program which fill in during periods of downtime
              between permanent in-line tenants. Miscellaneous income is
              generated by chargebacks for tenant work, forfeited security
              deposits, telephones, etc. We have grown all miscellaneous
              revenues by 3.0 percent per annum.

       9.     Operating expenses have been developed with management's budget
              from which we have recast certain expense items. Expenses have
              also been compared to industry standards as well as our general
              experience. Operating expenses are forecasted to increase by 3.5
              per year except for management which is based upon a percentage of
              income. Taxes are forecasted to grow by 6.0 percent in 1997, 5.0
              percent in 1998, and 4.0 percent per year thereafter. Alteration
              costs are assumed to escalate at our forecasted expense inflation
              rate.

================================================================================

                                      -113-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                           Income Approach
================================================================================

       10.    A provision for initial capital reserves has been reflected based
              upon a rate of about $0.15 per square foot of owned GLA. An
              alteration charge of $8.00 per square foot has been utilized for
              new mall tenants. Renewal tenants have been given an allowance of
              $1.00 per square foot. Leasing commissions reflect a rate
              structure of $3.50 per square foot for new leases and $1.50 per
              square foot for renewal leases. A contingency provision for other
              capital expenditures has been made for the mall component.


       For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 11.00 to 11.50 percent.
Accordingly, we have discounted the projected future pre-tax cash flows to be
received by an equity investor in the subject property to a present value so as
to yield 11.00 to 11.50 percent at 25 basis point intervals on equity capital
over the holding period. This range of rates reflects the risks associated with
the investment. Discounting these cash flows over the range of yield and
terminal rates now being required by participants in the market for this type of
real estate places additional perspective upon our analysis. A valuation matrix
for the subject appears on the Facing Page.

       Through such a sensitivity analysis, it can be seen that the present
value of the subject property varies from approximately $95.0 to $103.1 million.
Giving consideration to all of the characteristics of the subject previously
discussed, we feel that a prudent investor would require a yield which falls
near the middle of the range outlined above for this property. Accordingly, we
believe that based upon all of the assumptions inherent in our cash flow
analysis, an investor would look toward as IRR around 11.25 percent and a
terminal rate around 9.25 percent as being most representative of the subject's
value in the market.

       In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a market value of $99,000,000 for the
subject property as of May 14, 1996.

       We note that the computed equity yield is not necessarily the true rate
of return on equity capital. This analysis has been performed on a pre-tax
basis. The tax benefits created by real estate investment will serve to attract
investors to a pre-tax yield which is not the full measure of the return on
capital.

================================================================================

                                      -114-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                    RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

       Application of the Sales Comparison and Income Approaches used in the
valuation of the subject property has produced results which fall within a
reasonably acceptable range. Restated, these are:

       ===============================================================
                                "As Is" Valuation
       ===============================================================
                Methodology                Market Value Conclusion
       ===============================================================
       Sales Comparison Approach          $101,000,000 to $103,000,000
       ---------------------------------------------------------------
       Income Approach
             Discounted Cash Flow                          $99,000,000
             Direct Capitalization                                 N/A
       ===============================================================

       These value indications are considered to be a narrow range given the
magnitude of the value estimates. Both approaches are well supported by data
extracted from the market. There are, however, strengths and weaknesses in each
of these two approaches which require reconciliation before a final conclusion
of value can be rendered.

Sales Comparison Approach

       The Sales Comparison Approach arrived at a value indicted for the
property by analyzing historical arms-length transaction, reducing the gathered
information to common units of comparison, adjusting the sale data for
differences with the subject and interpreting the results to yield a meaningful
value conclusion. The basis of these conclusions was the cash-on-cash return
based on net income and the adjusted price per square foot of gross leasable and
net rentable area sold. An analysis of the subject on the basis of its implicit
sales multiple was also utilized.

       The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative process.
The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property. In
light of the above, the writers are of the opinion that this methodology is best
suited as support for the conclusions of the Income Approach. It does provide
useful market extracted rates of return such as overall rates to simulate
investor behavior in the Income Approach.

Income Approach

       Discounted Cash Flow Analysis

       The subject property is highly suited to analysis by the discounted cash
flow method as it will be bought and sold in investment circles. The focus on
property value in relation to anticipated income is well founded since the basis
for investment is profit in the form of return or yield on invested capital. The
subject property, as an investment vehicle, is sensitive to all changes in the
economic climate and the economic expectations of investors. The discounted cash
flow analysis may easily reflect changes in the economic climate of investor
expectations

================================================================================

                                     -115-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                    Reconciliation and Final Value Estimate
================================================================================

by adjusting the variables used to qualify the model. In the case of the subject
property, the Income Approach can analyze existing leases, the probabilities of
future rollovers and turnovers and reflect the expectations of overage rents.
Essentially, the Income Approach can model many of the dynamics of a complex
property. The writers have considered the results of the discounted cash flow
analysis because of the applicability of this method in accounting for the
particular characteristics of the property, as well as being the tool used by
many purchasers.

Capitalization

       Direct capitalization has its basis in capitalization theory and uses the
premise that the relationship between income and sales price may be expressed as
a rate or its reciprocal, a multiplier. This process selects rates derived from
the marketplace, in much the same fashion as the Sales Comparison Approach, and
applies this to a projected net operating income to derive a sale price. The
weakness here is the idea of using one year of cash flow as the basis for
calculating a sale price. This is simplistic in its view of expectations and may
sometimes be misleading. If the year chosen for the analysis of the sale price
contains an income stream that is over or understated, this error is compounded
by the capitalization process. For this reason, Direct Capitalization has not
been used in the "As Is" analysis because the subject property is operating
below stabilized performance.

Conclusion

       We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales Comparison
Approach, it has been used as supporting evidence and as a final check on the
value conclusion indicated by the Income Approach methodology. The value
exhibited by the Income Approach is consistent with the leasing profile of the
property. Overall, it indicates complimentary results with the Sales Comparison
Approach, the conclusions being supportive of each method employed, and neither
range being extremely high or low in terms of the other.

       As a result of our analysis, we have formed an opinion that the market
value of the leased fee and leasehold estate in the referenced property, subject
to the assumptions, limiting conditions, certifications, and definitions, as of
May 14, 1996, was:

                           ONE HUNDRED MILLION DOLLARS
                                  $100,000,000

================================================================================

                                      -116-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.     This is a Complete Appraisal Report which is intended to comply with the
       reporting requirements set forth under Standards Rule 2-2(b) of the
       Uniform Standards of Professional Appraisal Practice for a Complete
       Appraisal Report.

2.     No opinion is intended to be expressed and no responsibility is assumed
       for the legal description or for any matters which are legal in nature or
       require legal expertise or specialized knowledge beyond that of a real
       estate appraiser. Title to the Property is assumed to be good and
       marketable and the Property is assumed to be free and clear of all liens
       unless otherwise stated. No survey of the Property was undertaken.

3.     The information contained in the Appraisal or upon which the Appraisal is
       based has been gathered from sources the Appraiser assumes to be reliable
       and accurate. Some of such information may have been provided by the
       owner of the Property. Neither the Appraiser nor C&W shall be responsible
       for the accuracy or completeness of such information, including the
       correctness of estimates, opinions, dimensions, sketches, exhibits and
       factual matters.

4.     The opinion of value is only as of the date stated in the Appraisal.
       Changes since that date in external and market factors or in the Property
       itself can significantly affect property value.

5.     The Appraisal is to be used in whole and not in part. No part of the
       Appraisal shall be used in conjunction with any other appraisal.
       Publication of the Appraisal or any portion thereof without the prior
       written consent of C&W is prohibited. Except as may be otherwise stated
       in the letter of engagement, the Appraisal may not be used by any person
       other than the party to whom it is addressed or for purposes other than
       that for which it was prepared. No part of the Appraisal shall be
       conveyed to the public through advertising, or used in any sales or
       promotional material without C&Ws prior written consent. Reference to the
       Appraisal Institute or to the MAI designation is prohibited.

6.     Except as may be otherwise stated in the letter of engagement, the
       Appraiser shall not be required to give testimony in any court or
       administrative proceeding relating to the Property or the Appraisal.

================================================================================

                                      -117-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

7.     The Appraisal assumes (a) responsible ownership and competent management
       of the Property; (b) there are no hidden or unapparent conditions of the
       Property, subsoil or structures that render the Property more or less
       valuable (no responsibility is assumed for such conditions or for
       arranging for engineering studies that may be required to discover them);
       (c) full compliance with all applicable federal, state and local zoning
       and environmental regulations and laws, unless noncompliance is stated,
       defined and considered in the Appraisal; and (d) all required licenses,
       certificates of occupancy and other governmental consents have been or
       can be obtained and renewed for any use on which the value estimate
       contained in the Appraisal is based.

8.     The forecasted potential gross income referred to in the Appraisal may be
       based on lease summaries provided by the owner or third parties. The
       Appraiser assumes no responsibility for the authenticity or completeness
       of lease information provided by others. C&W recommends that legal advice
       be obtained regarding the interpretation of lease provisions and the
       contractual rights of parties.

9.     The forecasts of income and expenses are not predictions of the future.
       Rather, they are the Appraiser's best estimates of current market
       thinking on future income and expenses. The Appraiser and C&W make no
       warranty or representation that these forecasts will materialize. The
       real estate market is constantly fluctuating and changing. It is not the
       Appraiser's task to predict or in any way warrant the conditions of a
       future real estate market; the Appraiser can only reflect what the
       investment community, as of the date of the Appraisal, envisages for the
       future in terms of rental rates, expenses, supply and demand.

10.    Unless otherwise stated in the Appraisal, the existence of potentially
       hazardous or toxic materials which may have been used in the construction
       or maintenance of the improvements or may be located at or about the
       Property was not considered in arriving at the opinion of value. These
       materials (such as formaldehyde foam insulation, asbestos insulation and
       other potentially hazardous materials) may adversely affect the value of
       the Property. The Appraisers are not qualified to detect such substances.
       C&W recommends that an environmental expert be employed to determine the
       impact of these matters on the opinion of value.

11.    Unless otherwise stated in the Appraisal, compliance with the
       requirements of the Americans With Disabilities Act of 1990 (ADA) has not
       been considered in arriving at the opinion of value. Failure to comply
       with the requirements of the ADA may adversely affect the value of the
       property. C&W recommends that an expert in this field be employed.

================================================================================

                                     -118-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

       We certify that, to the best of our Knowledge and belief:

1.     Jay F. Booth inspected the property. Richard W. Latella, MAI did not
       inspect the property for this assignment but has reviewed and approved
       the report.

2.     The statements of fact contained in this report are true and correct.

3.     The reported analyses, opinions, and conclusions are limited only by the
       reported assumptions and limiting conditions, and are our personal,
       unbiased professional analyses, opinions, and conclusions.

4.     We have no present or prospective interest in the property that is the
       subject of this report, and we have no personal interest or bias with
       respect to the parties involved.

5.     Our compensation is not contingent upon the reporting of a predetermined
       value or direction in value that favors the cause of the client, the
       amount of the value estimate, the attainment of a stipulated result, or
       the occurrence of a subsequent event. The appraisal assignment was not
       based on a requested minimum valuation, a specific valuation or the
       approval of a loan.

6.     No one provided significant professional assistance to the persons
       signing this report.

7.     Our analyses, opinions, and conclusions were developed, and this report
       has been prepared, in conformity with the Uniform Standards of
       Professional Appraisal Practice of the Appraisal Foundation and the Code
       of Professional Ethics and the Standards of Professional Appraisal
       Practice of the Appraisal Institute.

8.     The use of this report is subject to the requirements of the Appraisal
       Institute relating to review by its duly authorized representatives.

9.     As of the date of this report, Richard W. Latella has completed the
       requirements of the continuing education program of the Appraisal
       Institute.



/s/ Jay F. Booth

Jay F. Booth
Retail Valuation Group



/s/ Richard W. Latella, MAI

Richard W. Latella, MAI
Senior Director
Retail Valuation Group

================================================================================

                                      -119-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------





<PAGE>


                                                                    ADDENDA
================================================================================




                         NATIONAL RETAIL MARKET OVERVIEW
                                 BUILDING PLANS
                  OPERATING EXPENSE BUDGET AND RENT ROLL (1996)
                           TENANT SALES REPORT (1995)
                         PRO-JECT LEASE ABSTRACT REPORT
                      PRO-JECT PROLOGUE ASSUMPTIONS REPORT
                         PRO-JECT TENANT REGISTER REPORT
                        PRO-JECT LEASE EXPIRATION REPORT
             ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA
                         REGIONAL MALL SALES (1991-1993)
                       CUSHMAN & WAKEFIELD INVESTOR SURVEY
                           APPRAISERS' QUALIFICATIONS






================================================================================

                                      -120-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                        =================================
                            CUSHMAN & WAKEFIELD, INC.
                            NATIONAL RETAIL OVERVIEW
                        =================================








                             Retail Valuation Group
                             Richard W. Latella, MAI
                                 Senior Director


<PAGE>


                                            NATIONAL RETAIL MARKET OVERVIEW
================================================================================

Introduction

       Shopping centers constitute the major form of retail activity in the
United States today. Approximately 55 percent of all non-automotive retail sales
occur in shopping centers. It is estimated that consumer spending accounts for
about two-thirds of all economic activity in the United States. As such, retail
sales patterns have become an important indicator of the country's economic
health.

       During the period 1980 through 1995, total retail sales in the United
States increased at a compound annual rate of 6.16 percent. Data for the period
1990 through 1995 shows that sales growth has slowed to an annual average of
4.93 percent. This information is summarized on the following chart. The
Commerce Department reports that total retail sales fell three-tenths of a
percent in January 1996.

================================================================================
                           Total U.S. Retail Sales(1)
================================================================================
            Year              Amount (Billions)            Annual Change
================================================================================
            1980                 $  957,400                      N/A
- --------------------------------------------------------------------------------
            1985                 $1,375,027                      N/A
- --------------------------------------------------------------------------------
            1990                 $1,844.611                      N/A
- --------------------------------------------------------------------------------
            1991                 $1,855,937                     .61%
- --------------------------------------------------------------------------------
            1992                 $1,951,589                    5.15%
- --------------------------------------------------------------------------------
            1993                 $2,074,499                    6.30%
- --------------------------------------------------------------------------------
            1994                 $2,236,966                    7.83%
- --------------------------------------------------------------------------------
            1995                 $2,346,577                    4.90%
- --------------------------------------------------------------------------------
Compound Annual Growth Rate
          1980-1995                                           +6.16%
- --------------------------------------------------------------------------------
     CAGR: 1990 - 1995                                        +4.93%
================================================================================
(1)1985 - 1995 data reflects recent revisions by the U.S. Department of 
          Commerce: Combined Annual and Revised Monthly Retail Trade.
================================================================================
Source: Monthly Retail Trade Reports Business Division, Current Business 
        Reports, Bureau of the Census, U.S. Department of Commerce
================================================================================
                 
       The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped recent
consumer spending patterns.

Personal Income and Consumer Spending

       Americans' personal income advanced by six-tenths of a percent in
December, which helped raise income for all of 1995 by 6.1 percent, the highest
gain since 6.7 percent in 1990. This growth far outpaced the 2.5 percent in 1994
and 4.7 percent in 1993. Reports for February 1996 however, reported that income
grew at an annual rate of eight-tenths of a percent, the biggest gain in
thirteen months, and substantially above January's anemic growth rate of
one-tenth of a percent.

================================================================================

                                      -1-


<PAGE>


                                            National Retail Market Overview
================================================================================

       Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 4.8 percent
in 1995, slightly off of the 5.5 percent rise in 1994 and 5.8 percent in 1993.
These increases followed a significant lowering on unemployment and bolstered
consumer confidence. The Commerce Department reported that spending rose at a
1.1 percent annual pace, the largest gain in two years, in February 1996, led by
a sharp increase in automobile sales.

Unemployment Trends

       The Clinton Administration touts that its economic policy has
dramatically increased the number of citizens who have jobs. Correspondingly,
the nation's unemployment rate continues to decrease from its recent peak in
1992. Selected statistics released by the Bureau of Labor Statistics are
summarized as follows:

================================================================================
                         Selected Employment Statistics
================================================================================
         Civilian Labor Force                   Employed
===============================================================
            Total Workers               Total Worker                Unemployment
   Year(1)      (000)       % Change       (000)        %Change          Rate
================================================================================
   1990        124,787         .7         117,914          .5            5.5
- --------------------------------------------------------------------------------
   1991        125,303         .4         116,877         -.9            6.7
- --------------------------------------------------------------------------------
   1992        126,982        1.3         117,598          .6            7.4
- --------------------------------------------------------------------------------
   1993        128,040         .8         119,306         1.5            6.8
- --------------------------------------------------------------------------------
   1994        131,056        2.4         123,060         3.1            6.1
- --------------------------------------------------------------------------------
   1995        132,337        .98         124,926         1.5            5.6
================================================================================
   CAGR                      1.18                        1.16
1990-1995
================================================================================
(1) Year ending December 31
Source: Bureau of Labor Statistics U.S. Department of Labor
================================================================================

       During 1995, the labor force increased by 1,281,000 or approximately 1.0
percent. Correspondingly, the level of employment increased by 1,866,000 or 1.5
percent. As such, the year end unemployment rate dropped by five-tenths of a
percent to 5.6 percent. For 1995, monthly job growth averaged 144,000. On
balance, over 8.0 million jobs have been created since the recovery began.
Evidence of continued strengthening continues into 1996 with first quarter job
growth averaging 206,000. At the end of March 1996 the nation's unemployment
rate stood at 5.6 percent.

Housing Trends

       Housing starts were down in 1995 by 7 percent from 1994 with 1.35 million
units started. This compared with 1.46 million units in 1994 and 1.29 million in
1993. Single-family starts totaled 1.07 million units in 1995, down 10 percent
from 1994. Multi-family starts, however, reversed this trend with their second
consecutive yearly increase to 277,000 units.

================================================================================

                                       -2-


<PAGE>


                                            National Retail Market Overview
================================================================================

       For 1995, sales of new homes slipped nine-tenths of a percent to 664,000
from 670,000 in 1994. This was the lowest level since 610,000 new homes were
sold in 1992. In a surprise to most analysts, new home sales rose by 4.2 percent
in January 1996 to a seasonally adjusted annual rate of 693,000. The 381,000
homes for sale represented a supply of six to seven months, the highest since
1980. The median new home price of new homes sold in the first nine months of
1995 was $132,000. The median was $130,000 for all of 1994. The Commerce
Department reported that construction spending rose 2.9 percent in October to an
annual rate of $207.7 billion, compared to $217.9 billion in all of 1994.

       The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1995, the share of households that own their homes was 64.8
percent, compared to 64.0 percent for a year earlier. Lower mortgage rates are
cited as a factor.

Gross Domestic Product

       The report on the gross domestic product (GDP) showed that output for
goods and services expanded at an annual rate of just .9 percent in the fourth
quarter of 1995. Overall, the economy gained 2.0 percent in 1995. the weakest
showing in four years since the 1991 recession. The .5 percent rise in the
fourth quarter was much slower than the 1.7 percent expected by most analysts.
Revised first quarter 1996 data shows that the economy grew at an annual rate of
2.3 percent which was in line with most forecasts by private economists. The Fed
sees the U.S. economy expanding at a 2.0 to 2.25 percent pace during 1996 which
is in-line with White House forecasts.

       The following chart cites the annual change in real GDP since 1990.

================================================================================
                                    Real GDP
================================================================================
                    Year                           % Change
================================================================================
                    1990                               1.2
- --------------------------------------------------------------------------------
                    1991                               -.6
- --------------------------------------------------------------------------------
                    1992                               2.3
- --------------------------------------------------------------------------------
                    1993                               3.1
- --------------------------------------------------------------------------------
                    1994                               4.1
- --------------------------------------------------------------------------------
                    1995*                              2.0
================================================================================
*      Reflects new chain weighted system of measurement. Comparable 1994
       measure would be 3.5 %
Source: Bureau of Economic Analysis

Consumer Prices

       The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the overall
rate was 1.1 percent in 1986. All sectors were down substantially in 1995
including the volatile health care segment which recorded inflation of only 3.9
percent, the lowest rate in 23 years.

================================================================================

                                       -3-


<PAGE>


                                            National Retail Market Overview
================================================================================

       The following chart tracks the annual change in the CPl since 1990.

================================================================================
                              Consumer Price Index(1)
================================================================================
                    Year              CPI             % Change
================================================================================
                    1990              133.8              6.1
- --------------------------------------------------------------------------------
                    1991              137.9              3.0
- --------------------------------------------------------------------------------
                    1992              141.9              2.9
- --------------------------------------------------------------------------------
                    1993              145.8              2.7
- --------------------------------------------------------------------------------
                    1994              149.7              2.7
- --------------------------------------------------------------------------------
                    1995              153.5              2.5
================================================================================
(1) All Urban Workers
Source: Dept. of Labor, Bureau of Labor Statistics
================================================================================

       Data through April 1996 shows the consumer prices are increasing in-line
with expectations. The index was up four-tenths of a percent in April due to
changes in energy prices. Excluding food and energy, the underlying inflation
rate was only one-tenth of a percent.

Other Indicators

       The government's main economic forecasting gauge, the Index of Leading
Economic Indicators is intended to project economic growth over the next six
months. The Conference Board, an independent business group, reported that the
index increased two-tenths of a percent in March following the increase of 1.3
percent in February 1996, the biggest jump in 20 years. It has become apparent
that the Federal Reserve's conservative monetary policy has had an effect on the
economy and some economists are calling for a further reduction in short term
interest rates. In recent months, evidence has been mounting that the economy is
in the midst of a pick-up.

       The Conference Board also reported that consumer confidence rebounded in
February 1996, following reports suggesting lower inflation. The board's index
of consumer confidence rose 9 points to 97 over January when consumers worried
about the government shutdown, the stalemate over the Federal budget and the
recent flurry of layoff announcements by big corporations.

       In another sign of increasingly pinched household budgets, consumers
sharply curtailed new installment debt in September 1995, when installment
credit rose $5.4 billion, barely half as much as August. Credit card balances
increased by $2.8 billion, the slimmest rise of the year. For the twelve months
through September 1995, outstanding credit debt rose 13.9 percent, down from a
peak of 15.3 percent in May. Still, installment debt edged to a record 18.8
percent of disposable income, indicating that consumers may be reaching a point
of discomfort with new debt.

================================================================================

                                       -4-


<PAGE>


                                            National Retail Market Overview
================================================================================

       The employment cost index is a measure of overall compensation including
wages, salaries and benefits. In 1995 the index rose by only 2.9 percent, the
smallest increase since 1980. This was barely ahead of inflation and is a sign
of tighter consumer spending over the coming year. However, the productivity of
American workers grew 1.1 percent in 1995, the largest gain since a 3.2 percent
advance in 1992. Productivity is a key element in measuring the standard of
living since increased efficiency allows businesses to increase workers
compensation without having to raise prices.

Economic Outlook

       The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward the
Fed's 2.5 percent target, accompanied by stable if not falling inflation. They
project that inflation will remain in the 2.5 to 3.0 percent range into the
foreseeable future. This will have a direct influence on consumption (consumer
expenditures) and overall inflation rates (CPI).

       Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate between 2.0 and 2.5 percent over the next year and at 2.3 percent through
2003 as the output gap is reduced between real GDP and potential GDP. After
2003, annual real GDP growth will moderate, tapering to 2.2 percent per annum.

       Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby boomers
were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the 1970s
and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow to 2.0 percent per year by 2006 as a
result of slower population growth and aging. It is also projected that the
share of personal consumption expenditures relative to GDP will decline over the
next decade. Consumer spending as a share of GDP peaked in 1986 at 67.4 percent
after averaging about 63.0 percent over much of the post-war period. WEFA
estimates that consumption's share of aggregate output will decline to 64.5
percent by 2003 and 62.7 percent by 2018.

Retail Sales

       In their publication, NRB/Shopping Centers Today 1995 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
continued to improve in 1995. Total shopping center sales increased 5.0 percent
to $893.8 billion in 1995, up from $851.3 billion in 1994. Retail sales in
shopping centers (excluding automotive and gasoline service station sales) now
account for about 55.0 percent of total retail sales in the United States.

================================================================================

                                       -5-


<PAGE>


                                            National Retail Market Overview
================================================================================

       Total retail sales per square foot have shown positive increases over the
past several years, rising by 26.5 percent from approximately $161 per square
foot in 1990, to $180 per square foot in 1995. It is noted that the increase in
productivity has exceeded the increase in inventory which bodes well for the
industry in general. This data is summarized on the following table.

<TABLE>
<CAPTION>
=============================================================================================================================
                                              Selected Shopping Center Statistics
                                                           1990-1995
=============================================================================================================================
                                                                                                               %     Compound
                                                                                                            Change    Annual
                                          1990       1991       1992       1993      1994       1995        1990-95   Growth
=============================================================================================================================
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>           <C>       <C> 
Retail Sales in Shopping Centers        $706.40    $716.90    $768.20    $806.60    $851.30    $893.81       36.5%     4.8%
- -----------------------------------------------------------------------------------------------------------------------------
Total Leasable Area**                      4.39       4.56       4.68       4.77       4.86       4.97       13.2%     2.5%
- -----------------------------------------------------------------------------------------------------------------------------
Unit Rate                               $160.89    $157.09    $164.20    $169.08    $175.13    $179.94       11.8%     2.3%
=============================================================================================================================
 *     Billions of Dollars
**     Billions of Square Feet 
=============================================================================================================================
Source: National Research Bureau
=============================================================================================================================
</TABLE>

       To put retail sales patterns into perspective, the following discussion
highlights key trends over the past few years.

       o      As a whole, 1993 was a good year for most of the nation's major
              retailers. Sales for the month of December were up for most,
              however, the increase ranged dramatically from 1.1 percent at
              Kmart to 13.3 percent at Sears for stores open at least a year. It
              is noted that the Sears turnaround after years of slippage was
              unpredicted by most forecasters.

       o      With the reporting of December 1994 results, most retailers posted
              same store gains between 2.0 and 6.0 percent. The Goldman Sachs
              Retail Composite Comparable Store Sales Index, a weighted average
              of monthly same store sales of 52 national retail companies rose
              4.5 percent in December. The weakest sales were seen in women's
              apparel, with the strongest sales reported for items such as
              jewelry and hard goods. Most department store companies reported
              moderate increases in same store sales, though largely as a result
              of aggressive markdowns. Thus, profits were negatively impacted
              for many companies.

       o      For 1995, specialty apparel sales were lackluster at best, with
              only .4 percent comparable sales growth. This is of concern to
              investors since approximately 30.0 percent of a mall's small shop
              space is typically devoted to apparel tenants. Traditional
              department stores experienced 3.4 percent same store growth in
              1995, led by Dillard's 5.0 percent increase. Mass merchants' year-
              to-year sales increased by 6.7 percent in 1994, driven by Sears'
              7.9 percent increase. Mass merchants account for 35.0 to 55.0
              percent of the anchors of regional malls and their resurgence
              bodes well for increased traffic at these centers.

================================================================================

                                       -6-


<PAGE>


                                                 National Retail Market Overview
================================================================================

       o      Sales at the nation's largest retailer chains saw reasonably good
              increases in May 1996, evidencing a pent up demand for soft goods.
              Discounters such as Target, Wal-Mart and Kmart did particularly
              well among department stores. Sears and May had a strong
              performance while Federated and JC Penney were off. Appliance
              sales were very good as evidenced by Best Buy with a 7 percent
              increase in comparable store sales. The Goldman Sachs retail
              composite index of same store sales rose 4.6 percent, well above
              the 3.5 percent rise in May 1995.

       Provided on the following chart is a summary of overall and same store
sales growth for selected national merchants for the most recent period.

================================================================================
                   Same Store Sales for the Month of May 1996
================================================================================
                                                   % Change: From Previous Year
     Name of Retailer                             Overall       Same Store Basis
================================================================================
          Wal-Mart                                 +12.0%            + 5.0%
- --------------------------------------------------------------------------------
           Kmart                                   + 3.0%            + 5.4%
- --------------------------------------------------------------------------------
Sears, Roebuck & Company                           +14.0%            +10.2%
- --------------------------------------------------------------------------------
        J.C. Penney                                   .0%            - 0.8%
- --------------------------------------------------------------------------------
Dayton Hudson Corporation                          +10.0%            + 3.3%
- --------------------------------------------------------------------------------
   May Department Stores                           +14.0%            + 7.2%
- --------------------------------------------------------------------------------
Federated Department Stores                        +10.0%            + 2.1%
- --------------------------------------------------------------------------------
      The Limited Inc.                             +14.0%            + 4.0%
- --------------------------------------------------------------------------------
          Gap Inc.                                 +27.0%            + 8.0%
- --------------------------------------------------------------------------------
         Ann Taylor                                + 1.0%            -11.2%
- --------------------------------------------------------------------------------
        Woolworths                                 - 3.0%            - 1.8%
- --------------------------------------------------------------------------------
          Best Buy                                 +34.0%            + 7.0%
================================================================================
Source: New York Times
================================================================================

       The outlook for retail sales growth is one of cautious optimism. It
appears as if the low price department stores and off price apparel segment is
poised to continue to do well, as they tend to be representative of those
industry segments which have gone through mergers and are benefiting from fewer
competitors. Some analysts point to the fact that consumer confidence has
resulted in increases in personal debt which may be troublesome in the long run.
Consumer loans by banks continue to rise. But data gathered by the Federal
Reserve on monthly payments suggest that debt payments are not taking as big a
bite out of income as in the late 1980s, largely because of the record
refinancings at lower interest rates in recent years and the efforts by many
Americans to repay debts.

GAFO and Shopping Center Inclined Sales

       In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. These types of goods comprise the overwhelming bulk of goods and products
carried in shopping centers and department stores and consist of the following
categories:

================================================================================

                                       -7-


<PAGE>


                                            National Retail Market Overview
================================================================================

       o      General merchandise stores including department and other stores;

       o      Apparel and accessory stores; 

       o      Furniture and home furnishing stores; and

       o      Other miscellaneous shoppers goods stores.

       Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores.

       Total retail sales grew by 7.8 percent in the United States in 1994 to
$2.237 trillion, an increase of $162 billion over 1993. This followed an
increase of $125 billion over 1992. Automobile dealers captured $69+/- billion
of total retail sales growth last year, while Shopping Center Inclined Sales
accounted for nearly 40.0 percent of the increase ($64 billion). GAFO sales
increased by $38.6 billion. This group was led by department stores which posted
an $18.0 billion increase in sales. The following chart summarizes the
performance for this most recent comparison period.

================================================================================
                        Retail Sales by Major Store Type
                                1993-1994 ($MIL.)
================================================================================
                                                                       1993-1994
     Store Type                           1994             1993        % Change
================================================================================
GAFO:
General Merchandise                     $282,541         $264,617        6.8%
Apparel & Accessories                    109,603          107,184        2.3%
Furniture & Furnishings                  119,626          105,728       13.1%
Other GAFO                                80,533           76,118        5.8%
- --------------------------------------------------------------------------------
GAFO Subtotal                           $592,303         $553,647        7.0%
- --------------------------------------------------------------------------------
Convenience Stores:
Grocery                                 $376,330         $365,725        2.9%
Other Food                                21,470           19,661        9.2%
- --------------------------------------------------------------------------------
Subtotal                                $397,800         $385,386        3.2%
Drug                                      81,538           79,645        2.4%
- --------------------------------------------------------------------------------
Convenience Subtotal                    $479,338         $465,031        3.1%
- --------------------------------------------------------------------------------
Other:
Home Improvement &
Building Supplies Stores                $122,533         $109,604       11.8%
Shopping Center-Inclined              $1,194,174       $1,128,282        5.8%
Subtotal                                 526,319          456,890       15.2%
Automobile Dealers                       142,193          138,299        2.8%
Gas Stations                             228,351          213,663        6.9%
Eating and Drinking Places               145,929*         137,365*       6.2%
All Other
- --------------------------------------------------------------------------------
Total Retail Sales                    $2,236,966       $2,074,499        7.8%
================================================================================
* Estimated sales
================================================================================
Source: U.S. Department of Commerce and Dougal M. Casey: Retail Sales and 
        Shopping Center Development Through The Year 2000 (ICSC White Paper)
================================================================================

================================================================================

                                       -8-


<PAGE>


                                            National Retail Market Overview
================================================================================

       GAFO sales grew by 7.0 percent in 1994 to $592.3 billion, led by
furniture and furnishings which grew by 13.1 percent. From the above it can be
calculated that GAFO sales accounted for 26.5 percent of total retail sales and
nearly 50.0 percent of all shopping center-inclined sales.

       The International Council of Shopping Centers (ICSC) publishes a Monthly
Mall Merchandise Index which tracks sales by store type for more than 400
regional shopping centers. The index shows that sales per square foot rose by
1.8 percent to $256 per square foot in 1994. The following chart identified the
most recent year-end results.

================================================================================

                                      -9-


<PAGE>


                                            National Retail Market Overview
================================================================================

================================================================================
                           Index Sales per Square Foot
                            1993-1994 Percent Change
================================================================================
            Store Type                       1994          1993       ICSC Index
================================================================================
GAFO:
Apparel & Accessories:
Women's Ready-To-Wear                        $189          $196         - 3.8%
Women's Accessories and Specialties           295           283         + 4.2%
Men's and Boy's Apparel                       231           239         - 3.3%
Children's Apparel                            348           310         +12.2%
Family Apparel                                294           292         + 0.4%
Women's Shoes                                 284           275         + 3.3%
Men's Shoes                                   330           318         + 3.8%
Family Shoes                                  257           252         + 1.9%
Shoes (Misc.)                                 340           348         - 2.2%
SUBTOTAL                                     $238          $238         - 0.2%
- --------------------------------------------------------------------------------
Furniture & Furnishings:
Furniture & Furnishings                      $267          $255         + 4.5%
Home Entertainment & Electronics              330           337         - 2.0%
Miscellaneous                                 291           282         + 3.3%
SUBTOTAL                                     $309          $310         - 0.3%
- --------------------------------------------------------------------------------
Other GAFO:
Jewelry                                      $581          $541         + 7.4%
Other                                         258           246         + 4.9%
SUBTOTAL                                     $317          $301         + 5.3%
TOTAL GAFO                                   $265          $261         + 1.6%
NON-GAFO
- --------------------------------------------------------------------------------
FOOD:
Fast Food                                    $365          $358         + 2.0%
Restaurants                                   250           245         + 2.2%
Other                                         300           301         - 0.4%
SUBTOTAL                                     $304          $298         + 1.9%
- --------------------------------------------------------------------------------
OTHER NON-GAFO:
Supermarkets                                 $236          $291         -18.9%
Drug/HBA                                      254           230         +10.3%
Personal Services                             264           253         + 4.1%
Automotive                                    149           133         +12.2%
Home Improvement                              133           127         + 4.8%
Mall Entertainment                             79            77         + 3.2%
Other Non-GAFO Miscellaneous                  296           280         + 5.7%
SUBTOTAL                                     $192          $188         + 2.4%
TOTAL NON-GAFO                               $233          $228         + 2.5%
TOTAL                                        $256          $252         + 1.8%
================================================================================
Note:  Sales per square foot numbers are rounded to whole dollars. Three
       categories illustrated here have limited representation in the ICSC
       sample: Automotive, +12.2%; Home Improvement, +4.8%; and Supermarkets,
       -18.9%.
================================================================================
Source: U.S. Department of Commerce and Dougal M. Casey.
================================================================================

       GAFO sales have risen relative to household income. In 1990 these sales
represented 13.9 percent of average household income. By 1994 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.

================================================================================

                                      -10-


<PAGE>


                                            National Retail Market Overview
================================================================================


<TABLE>
<CAPTION>
====================================================================================
   Determinants of Retail Sales Growth and U.S. Retail Sales by Key Store Type
====================================================================================
                                            1990             1994            2000(P)
====================================================================================
<S>                                      <C>             <C>             <C>        
Determinants
Population                               248,700,000     260,000,000     276,200,000
Households                                91,900,000      95,700,000     103,700,000
Average Household Income                     $37,400         $42,600         $51,600
Total Census Money Income                 $3.4 Tril.      $4.1 Tril.      $5.4 Tril.
- ------------------------------------------------------------------------------------
% Allocations of Income to Sales
GAFO Stores                                     13.9%           14.4%           14.7%
Convenience Stores                              12.9%           11.7%           10.7%
Home Improvement Stores                          2.8%            3.0%            3.3%
Total Shopping Center-Inclined Stores           29.6%           29.1%           28.8%
Total Retail Stores                             54.3%           54.6%           52.8%
- ------------------------------------------------------------------------------------
Sales ($Billion)
GAF0 Stores                                     $472            $592            $795
Convenience Stores                               439             479             580
Home Improvement Stores                           95             123             180
Total Shopping Center-Inclined Stores         $1,005          $1,194          $1,555
TOTAL RETAIL SALES                            $1,845          $2,237          $2,850
====================================================================================
Note:   Sales and income figures are for the full year, population and household
        figures are as of April 1 in each respective year. P = Projected.
====================================================================================
Source: U.S. Census of Population, 1990; U.S. Bureau of the Census Current
        Population Reports: Consumer Income P6-168, 174, 180, 184 and 188, 
        Berna Miller with Linda Jacobsen, "Household Futures", American 
        Demographics, March 1995; Retail Trade sources already cited; and 
        Dougal M. Casey: ICSC White Paper
====================================================================================
</TABLE>

       GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

                           =============================
                           1990/91                  2.9%
                           -----------------------------
                           1991/92                  7.0%
                           -----------------------------
                           1992/93                  6.6%
                           -----------------------------
                           1993/94                  7.0%
                           =============================

       According to a recent study by the ICSC, GAFO sales are expected to grow
by 5.0 percent per annum through the year 2000, which is well above the 4.1
percent growth for all retail sales. This information is presented in the
following chart.

================================================================================

                                      -11-


<PAGE>


                                            National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
=============================================================================================
             Retail Sales in the United States, by Major Store Type
=============================================================================================
                                            1994          2000(P)           Percent Change
                                                                                     Compound
          Store Type                    ($ Billions)  ($ Billions)       Total        Annual
=============================================================================================
<S>                                           <C>           <C>           <C>           <C> 
GAFO:
General Merchandise                             $283          $370        30.7%         4.6%
Apparel & Accessories                            110           135        22.7%         3.5%
Furniture/Home Furnishings                       120           180        50.0%         7.0%
Other Shoppers Goods                              81           110        35.8%         5.2%
- ---------------------------------------------------------------------------------------------
GAFO Subtotal                                   $592          $795        34.3%         5.0%
- ---------------------------------------------------------------------------------------------
CONVENIENCE GOODS:                                                                    
Food Stores                                     $398          $480        20.6%         3.2%
Drugstores                                        82           100        22.0%         3.4%
- ---------------------------------------------------------------------------------------------
Convenience Subtotal                            $479          $580        21.1%         3.2%
- ---------------------------------------------------------------------------------------------
Home Improvement                                 123           180        46.3%         6.6%
- ---------------------------------------------------------------------------------------------
Shopping Center-Inclined Subtotal             $1,194        $1,555        30.2%         4.5%
- ---------------------------------------------------------------------------------------------
All Other                                      1,043         1,295        24.2%         3.7%
- ---------------------------------------------------------------------------------------------
Total                                         $2,237        $2,850        27.4%         4.1%
=============================================================================================
Note:    P = Projected.  Some figures rounded.                                    
=============================================================================================
Source:  U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.
=============================================================================================
</TABLE>


       In considering the six-year period January 1995 through December 2000, it
may help to look at the six-year period extending from January 1989 through
December 1994 and then compare the two time spans.

       Between January 1989 and December 1994, shopping center-inclined sales in
the United States increased by $297 billion, a compound growth rate of 4.9
percent. These shopping center-inclined sales are projected to increase by $361
billion between January 1995 and December 2000, a compound annual growth rate of
4.5 percent. GAFO sales, however, are forecasted to increase by 34.3 percent or
5.0 percent per annum.

Industry Trends

       According to the National Research Bureau, there were a total of 41,235
shopping centers in the United States at the end of 1995. During this year, 867
new centers opened, an 18.0 percent increase over the 735 that opened in 1994.
This followed a 10 percent increase in 1994. The greatest growth came in the
small center category (less than 100,000 square feet) where 551 centers were
constructed. In terms of GLA added, new construction in 1995 was up 2.2 percent
resulting in an addition of 106.2 million square feet of GLA from approximately
4.86 billion to 4.97 billion square feet. In other important trends, the
development of regional and super-regional malls hit a three year high in 1995
with the opening of eight centers, twice as many as in 1994. This boosted the
nation's total of regionals to 301 and super-regionals to 380. Power and
community center development in 1995 was up 17.9 percent in terms of the number
of centers opening. The following chart highlights trends over the period 1987
through 1995.

================================================================================

                                      -12-


<PAGE>


                                            National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
====================================================================================================================================
                                                     Census Data: 9-Year Trends
====================================================================================================================================
                                                 Total          Average        Average        % Change                    % Increase
                No.of           Total            Sales          GLA per       Sales per        in Sales        New          in Total
   Year        Centers           GLA           (Billions)       Center         Sq. Ft.       per Sq. Ft.    Centers         Centers
====================================================================================================================================
<S>             <C>        <C>               <C>                <C>            <C>              <C>           <C>            <C>  
   1987         30,641     3,722,957,095     $602,294,426       121,502        $161.78          2.41%         2,145          7.53%
   1988         32,563     3,947,025,194     $641,096,793       121,212        $162.43          0.40%         1,922          6.27%
   1989         34,683     4,213,931,734     $682,752,628       121,498        $162.02         -0.25%         2,120          6.51%
   1990         36,515     4,390,371,537     $706,380,618       120,235        $160.89         -0.70%         1,832          5.28%
   1991         37,975     4,563,791.215     $716,913,157       120,179        $157.09         -2.37%         1,460          4.00%
   1992         38,966     4,678,527,428     $768,220,248       120,067        $164.20          4.53%           991          2.61%
   1993         39,633     4,770,760,559     $806,645,004       120,373        $169.08          2.97%           667          1.71%
   1994         40,368     4,860,920,056     $851,282,088       120,415        $175.13          3.58%           735          1.85%
   1995         41,235     4,967,160,331     $893,814,776       120,460        $179.94          2.75%           867          2.15%
Compound
 Annual
 Growth         +3.78%            +3.67%           +5.06%         -.11%         +1.34%            N/A           N/A            N/A
====================================================================================================================================
Source: National Research Bureau Shopping Center Database and Statistical Model
====================================================================================================================================
</TABLE>

       From the chart we see that both total GLA and total number of centers
have increased at a compound annual rate of approximately 3.7 percent since
1987. New construction was up 2.2 percent in 1995, a slight increase over 1994
but still well below the peak year 1987 when new construction increased by 7.5
percent. California was by far the most active state with 139 new centers
opening, followed by North Carolina (64) and Florida (53).

       Among the 41,235 centers in 1995, the following breakdown by size can be
shown.

================================================================================
                U.S. Shopping Center Inventory, YE December 1995
================================================================================
                                 Number of Centers        Square Feet (Millions)
                                ------------------------------------------------
  Size Range (SF)               Amount     Percent       Amount         Percent
================================================================================
Under      100,000              26,001      63.1%       1,266.9          25.5%
- --------------------------------------------------------------------------------
100,001-   200,000               9,974      24.2%       1,367.9          27.5%
- --------------------------------------------------------------------------------
200,001-   400,000               3,345       8.1%         886.2          17.8%
- --------------------------------------------------------------------------------
400,001-   800,000               1,234       3.0%         668.7          13.5%
- --------------------------------------------------------------------------------
800,001- 1,000,000                 301        .7%         271.0           5.5%
- --------------------------------------------------------------------------------
Over     1,000,000                 380        .9%         486.4           9.8%
- --------------------------------------------------------------------------------
      Total                     41,235     100.0%       4,967.2         100.0%
================================================================================
Source: National Research Bureau (some numbers slightly rounded).
================================================================================

       According to the National Research Bureau, total sales in shopping
centers have grown at a compound rate of 5.06 percent since 1987. With sales
growth outpacing new construction, average sales per square foot have been
showing positive increases since the last recession. Aggregate sales were up 5.5
percent nationwide from $851.3 billion (1994) to $893.8 billion (1995). In 1995,
average sales were $179.94 per square foot, up nearly 2.7 percent over 1994 and
1.34 percent (compound growth) over the past several years. The biggest gain
came in the super-regional category (more than 1.0 million square feet) where
sales were up 4.10 percent to $201.05 per square foot.

================================================================================

                                      -13-


<PAGE>


                                            National Retail Market Overview

       The following chart tracks the change in average sales per square foot by
size category between 1993 and 1995.

<TABLE>
<CAPTION>
=========================================================================================================================
                                             Sales Trends by Size Category
                                                       1993-1995
=========================================================================================================================
                                              Average Sales Per Square Foot                          % Change
                                      ===================================================================================
        Category                        1993              1994               1995               1994-95          1993-95*
=========================================================================================================================
<S>                                   <C>                <C>                <C>                   <C>               <C> 
Less than    100,000 SF               $193.10            $199.70            $204.94              +2.6%             +3.0%
- -------------------------------------------------------------------------------------------------------------------------
100,001 to   200,000 SF               $156.18            $161.52            $166.00              +2.8%             +3.1%
- -------------------------------------------------------------------------------------------------------------------------
200,001 to   400,000 SF               $147.57            $151.27            $153.96              +1.8%             +2.1%
- -------------------------------------------------------------------------------------------------------------------------
400,001 to   800,000 SF               $157.04            $163.43            $168.21              +2.9%             +3.5%
- -------------------------------------------------------------------------------------------------------------------------
800,001 to 1,000,000 SF               $194.06            $203.20            $210.40              +3.5%             +4.1
- -------------------------------------------------------------------------------------------------------------------------
More than  1,000,000 SF               $183.90            $193.13            $201.05              +4.1%             +4.6
- -------------------------------------------------------------------------------------------------------------------------
          Total                       $169.08            $175.13            $179.94              +2.75%            +3.2%
=========================================================================================================================
*  Compound Annual Change
Source:  National Research Bureau
=========================================================================================================================
</TABLE>

       Empirical data shows that the average GLA per capita is increasing. In
1995, the average for the nation was 18.9. This was up 17 percent from 16.1 in
1988 and more recently, 18.7 square feet per capita in 1994. Among states,
Arizona surpassed Florida and now has the highest GLA per capita with 28.1
square feet. South Dakota has the lowest at 9.08 square feet. Per capita GLA for
regional malls (defined as all centers in excess of 400,000 square feet) has
also been rising from 5.0 in 1988 to 5.5 in 1995. This information is presented
on the following chart.

================================================================================
                                 GLA per Capita
================================================================================
         Year                        All Centers           Regional Malls
- --------------------------------------------------------------------------------
         1988                            16.1                    5.0
- --------------------------------------------------------------------------------
         1989                            17.0                    5.2
- --------------------------------------------------------------------------------
         1990                            17.7                    5.3
- --------------------------------------------------------------------------------
         1991                            18.1                    5.3
- --------------------------------------------------------------------------------
         1992                            18.3                    5.5
- --------------------------------------------------------------------------------
         1993                            18.5                    5.5
- --------------------------------------------------------------------------------
         1994                            18.7                    5.4
- --------------------------------------------------------------------------------
         1995                            18.9                    5.5
================================================================================
Source: International Council of Shopping Center: The Scope of The Shopping 
        Center Industry and NationalResearch Bureau
================================================================================

       The Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.

================================================================================

                                      -14-


<PAGE>


                                            National Retail Market Overview
================================================================================

       The retail industry's importance to the national economy can also be seen
in the level of direct employment. According to F.W. Dodge, the construction
information division of McGraw-Hill, new projects in 1994 generated $2.6 billion
in construction contract awards and supported 41,600 jobs in construction trade
and related industries. This is nearly half of the construction employment level
of 95,360 for new shopping center development in 1990. It is estimated that
10.18 million people are now employed in shopping centers, equal to about one of
every nine non-farm workers in the country. This is up 2.9 percent over 1991.

Market Shifts - Contemporary Trends in the Retail Industry

       During the 1980s, the department store and specialty apparel store
industries competed in a tug of war for consumer dollars. Specialty stores
emerged largely victorious as department store sales steadily declined as a
percentage of total GAFO sales during the decade, slipping from 47.0 percent in
1979 to 44.0 percent in 1989. During this period, many anchor tenants teetered
from high debt levels incurred during speculative takeovers and leveraged
buyouts of the 1980s. Bankruptcies and restructuring, however, have forced major
chains to refocus on their customer and shed unproductive stores and product
lines. At year end 1994, department store sales, as a percentage of GAFO sales,
were approximately 37.5 percent.

       The continued strengthening of some of the major department store chains,
including Sears, Federated/Macy's, May and Dayton Hudson, is in direct contrast
to the dire predictions made by analysts about the demise of the traditional
department store industry. This has undoubtedly been brought about by the
heightened level of merger and acquisition activity in the 1980s which produced
a burdensome debt structure among many of these entities. When coupled with
reduced sales and cash flow brought on by the recession, department stores were
unable to meet their debt service requirements.

       Following a round of bankruptcies and restructurings, the industry has
responded with aggressive cost-cutting measures and a focused merchandising
program that is decidedly more responsive to consumer buying patterns. The
importance of department stores to mall properties is tantamount to a successful
project since the department store is still the principal attraction that brings
patrons to the center.

       On balance, 1994/95 was a continued period of transition for the retail
industry. Major retailers achieved varying degrees of success in meeting the
demands of increasingly value conscious shoppers. Since the onset of the
national economic recession in mid-1990, the retail market has been
characterized by intense price competition and continued pressure on profit
margins. Many national and regional retail chains have consolidated operations,
closed underperforming stores, and/or scaled back on expansion plans due to the
uncertain spending patterns of consumers. Consolidations and mergers have
produced a more limited number of retail operators, which have responded to
changing spending patterns by aggressively repositioning themselves within this
evolving market. Much of the recent retail construction activity has involved
the conversion of existing older retail centers into power center formats,
either by retenanting or through expansion. An additional area of growth in the
retail sector is in the "supercenter" category, which consists of the combined
grocery and department stores being developed by such companies as Wal-Mart and
Kmart. These formats require approximately 150,000 to 180,000 square feet in
order to carry the depth of merchandise necessary for such economies of scale
and market penetration.

================================================================================

                                      -15-

<PAGE>

                                            National Retail Market Overview
================================================================================


     Some of the important developments in the industry over the past year can
be summarized as follows:

     o    The discount department store industry emerged as arguably the most
          volatile retail sector, lead by regional chains in the northeast.
          Jamesway, Caldor and Bradlees each filed for Chapter 11 within six
          months and Hills Stores is on the block. Jamesway is now in the
          process of liquidating all of its stores. Filene's Basement was
          granted relief from some covenant restrictions and its stock price
          plummeted. Ames, based in Rocky Hill, Connecticut, will close 17 of
          its 307 stores. Kmart continues to be of serious concern. Its debt has
          been downgraded to junk bond status. Even Wal- Mart, accustomed to
          double digit sales growth, has seen some meager comparable sales
          increases. These trends are particularly troubling for strips since
          these tenants are typical anchors.

     o    The attraction of regional malls as an investment has diminished in
          view of the wave of consolidations and bankruptcies affecting in-line
          tenants. Some of the larger restructurings include Melville with plans
          to close up to 330 stores, sell Marshalls to TJX Companies, split into
          three publicly traded companies, and sell Wilsons and This End Up;
          Petrie Retail, which operates such chains as M.J. Carroll, G&G, Jean
          Nicole, Marianne and Stuarts, has filed for bankruptcy protection;
          Edison Brothers (Jeans West, J. Riggins, Oak Tree, 5-7-9 Shops, etc.)
          announced plans to close up to 500 stores while in Chapter 11, J.
          Baker intends to liquidate Fayva Shoe division (357 low-price family
          footwear stores); The Limited announced a major restructuring,
          including the sale of partial interests in certain divisions; Charming
          Shoppes will close 290 Fashion Bug and Fashion Bug Plus stores; Trans
          World Entertainment (Record Town) has closed 115 of its 600 mall shop
          locations. Other chains having trouble include Rickel Home Centers
          which filed Chapter 11; Today's Man, a 35 store Philadelphia based
          discount menswear chain has filed; nine subsidiaries of Fretta,
          including Dixon's, U.S. Holdings and Silo, filed Chapter 11; and
          Clothestime, also in bankruptcy will close up to 140 of its 540
          stores. Merry-Go-Round, a chain that operates 560 stores under the
          names Merry-Go-Round, Dejaiz and Cignal is giving up since having
          filed in January 1994 and will liquidate its assets. Toys "R" Us has
          announced a global reorganization that will close 25 stores and cut
          the number of items it carries to 11,000 from 15,000. Handy Andy, a 50
          year old chain of 74 home improvement centers which had been in
          Chapter 11, has decided to liquidate, laying off 2,500 people.

     o    Overall, analysts estimate that 4,000 stores closed in 1995 and as
          many as 7,000 more will close in 1996. Mom-and-Pop stores, where 75
          percent of U.S. retailers employ fewer than 10 people have been
          declining for the past decade. Dun and Bradstreet reports that retail
          failures are up 1.4 percent over Last year - most of them small stores
          who don't have the financial flexibility to renegotiate payment
          schedule.

================================================================================

                                      -16-


<PAGE>


                                            National Retail Market Overview
================================================================================

     o    With sales down, occupancy costs continue to be a major issue facing
          many tenants. As such, expansion oriented retailers like The Limited,
          Ann Taylor and The Gap, are increasingly shunning mall locations for
          strip centers. This has put further pressure on mall operators to be
          aggressive with their rent forecasts or in finding replacement
          tenants.

     o    While the full service department store industry led by Sears has seen
          a profound turnaround, further consolidation and restructuring
          continues. Woodward & Lothrop was acquired by The May Department
          Stores Company and JC Penney; Broadway Stores was acquired by
          Federated Department Stores; Elder Beerman has filed Chapter 11 and
          will close 102 stores; Steinbach Stores will be acquired by Crowley,
          Milner & Co.; Younkers will merge with Proffitts; and Strawbridge and
          Clothier has hired a financial advisor to explore strategic
          alternatives for this Philadelphia based chain.

     o    Aside from the changes in the department store arena, the most notable
          transaction in 1995 involved General Growth Properties' acquisition of
          the Homart Development Company in a $1.85 billion year-end deal.
          Included were 25 regional malls, two current projects and several
          development sites. In November, General Growth arranged for the sale
          of the community center division to Developers Diversified for
          approximately $505 million. Another notable deal involved Rite Aid
          Corporation's announcement that it will acquire Revco Drug Stores in a
          $1.8 billion merger to form the nation's largest drug store company
          with sales of $11 billion and 4,500+/- stores.

     o    As of January 1, 1995 there were 311 outlet centers with 44.4 million
          square feet of space. Outlet GLA has grown at a compound annual rate
          of 18.1 percent since 1989. Concerns of over-building, tenant
          bankruptcies, and consolidations have now negatively impacted this
          industry as evidenced by the hit the outlet REIT stocks have taken.
          Outlet tenants have not been immune to the global troubles impacting
          retail sales as comparable store sales were down 3.1 percent through
          November 1995.

     o    Category Killers and discount retailers have continued to drive the
          demand for additional space. In 1995, new contracts were awarded for
          the construction or renovation of 260 million square feet of stores
          and shopping centers, up from 173 million square feet in 1991
          according to F.W. Dodge, matching the highest levels over the past two
          decades. It is estimated that between 1992 and 1994, approximately
          55.0 percent of new retail square footage was built by big box
          retailers. In 1994, it is estimated that they accounted for 80.0
          percent of all new stores. Most experts agree that the country is
          over-stored. Ultimately, it will lead to higher vacancy rates and
          place severe pressure on aging, capital intensive centers. Many
          analysts predict that consolidation will occur soon in the office
          products superstores category where three companies are battling for
          market share - OfficeMax, Office Depot and Staples.

================================================================================

                                      -17-


<PAGE>


                                            National Retail Market Overview
================================================================================

     o    Entertainment is clearly the new operational requisite for property
          owners and developers who are incorporating some form of entertainment
          into their designs. With a myriad of concepts available, ranging from
          mini-amusement parks to multiplex theater and restaurant themes, to
          interactive high-tech applications, choosing the right formula is a
          difficult task.

Investment Criteria and Institutional Investment Performance

     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A DCF
is defined as a set of procedures in which the quantity, variability, timing,
and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified yield
rate. Understandably, market thinking has evolved after a few hard years of
reality where optimistic cash flow projections did not materialize. The DCF is
still, in our opinion, a valid valuation technique that when properly supported,
can present a realistic forecast of a property's performance and its current
value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their Emerging
Trends in Real Estate - 1996 that their respondents give retail investments
generally poor performance forecasts in their latest survey due to the
protracted merchant shakeout which will continue into 1996. While dominant,
Class A malls are still considered to be one of the best real estate investments
anywhere, only 13.0 percent of the respondents recommended buying malls. Rents
and values are expected to remain flat (in real terms) and no one disputes their
contention that 15 to 20 percent of the existing malls nationwide will be out of
business by the end of the decade. For those centers that will continue to
reposition themselves, entertainment will be an increasingly important part of
their mix.

     Investors do cite that, after having been written off, department stores
have emerged from the shake-out period as powerful as ever. The larger chains
such as Federated, May and Dillard's, continue to acquire the troubled regional
chains who find it increasingly difficult to compete against the category
killers. Many of the nations largest chains are reporting impressive profit
levels, part of which has come about from their ability to halt the double digit
sales growth of the national discount chains. Mall department stores are
aggressively reacting to power and outlet centers to protect their market share.
Department stores are frequently meeting discounters on price.

     While power centers are considered one retail property type currently in a
growth mode, most respondents feel that the country is over-stored and value
gains with these types of centers will lag other property types, including
malls, over five and ten year time frames.

================================================================================
 
                                     -18-


<PAGE>


                                            National Retail Market Overview
================================================================================

     The following chart summarizes the results of their current survey.

<TABLE>
<CAPTION>
=========================================================================================
                     Retail Property Rankings and Forecasts
=========================================================================================
                      Investment Potential                    Predicted Value Gains
                      --------------------                    ---------------------
  Property Type                                1996
                     Rating(1)   Ranking(2) Rent increase   1 Yr.      5 Yrs.     10 Yrs.
=========================================================================================
<S>                     <C>         <C>         <C>          <C>        <C>        <C>
  Regional Malls        4.9         8th         2.0%         2%         20%        40%
- -----------------------------------------------------------------------------------------
  Power Centers         5.3         6th         2.3%         1%         17%        32%
- -----------------------------------------------------------------------------------------
Community Centers       5.4         5th         2.4%         2%         17%        33%
=========================================================================================
(1)  Scale of 1 to 10

(2)  Based on 9 property types
1=========================================================================================
</TABLE>

     The NCREIF Property Index represents data collected from the Voting Members
of the National Council of Real Estate Investment Fiduciaries. As shown in the
following table, data through the third quarter of 1995 shows that the retail
index posted a positive 1.23 percent increase in total return. Increased
competition in the retail sector from new and expanding formats and changing
locational references has caused the retail index to trail all other property
types. As such, the -2.01 percent decline in value reported by the retail
subindex for the year were in line with investors' expectations.

================================================================================
                             Retail Property Returns
                                  NCREIF Index
                              Third Quarter 1995(%)
================================================================================
 Period               Income     Appreciation        Total    Change in CPI
================================================================================
3rd Qtr 1995          1.95          -.72             1.23         .46
- --------------------------------------------------------------------------------
  One Year            8.05          -2.01            5.92        2.55
- --------------------------------------------------------------------------------
Three Years           7.54          -3.02            4.35        2.73
- --------------------------------------------------------------------------------
 Five Years           7.09          -4.61            2.23        2.92
- --------------------------------------------------------------------------------
 Ten Years            6.95            .54            7.52        3.53
================================================================================
Source: Real Estate Performance Report
    National Council of Real Estate Investment Fiduciaries
================================================================================

     It is noted that the positive total return continues to be affected by the
capital return component which has been negative for the last five years.
However, as compared to the CPI, the total index has performed relatively well.

Real Estate Investment Trust Market (REITs)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter the
market until the latter part of 1993 and early 1994. It is noted that REITs have
dominated the investment market for apartment properties and have evolved into a
major role for retail properties as well.

================================================================================

                                      -19-


<PAGE>


                                            National Retail Market Overview
================================================================================

     As of November 30, 1995, there were 297 REITs in the United States, about
79.0 percent (236) which are publicly traded. The advantages provided by REITs,
in comparison to more traditional real estate investment opportunities, include
the diversification of property types and location, increased liquidity due to
shares being traded on major exchanges, and the exemption from corporate taxes
when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REITs which can either be
"open-ended", or Finite-life (REITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o    Equity REITs center around the ownership of properties where ownership
          interests (shareholders) receive the benefit of returns from the
          operating income as well as the anticipated appreciation of property
          value. Equity REITs typically provide lower yields than other types of
          REITs, although this lower yield is theoretically offset by property
          appreciation.

     o    Mortgage REITs invest in real estate through loans. The return to
          shareholders is related to the interest rate for mortgages placed by
          the REIT.

     o    Hybrid REITs combine the investment strategies of both the equity and
          mortgage REITs in order to diversify risk.

     The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. A number of "non-traditional"
REIT buyers, such as utility funds and equity/income funds, established a major
presence in the market during 1993/94.

     1995 was not viewed as a great year for REITs relative to the advances seen
in the broader market. Through the end of November, equity REITs posted a 9.3
percent total return according to the National Association of Real Estate
Investment Trusts (NAREIT). The best performer among equity REITs was the office
sector with a 29.4 percent total return. This was followed by self-storage
(27.3%), hotels (26.7%), triple-net lease (20.6%), and health care (18.8%). Two
equity REIT sectors were in the red - outlet centers and regional malls.

Retail REITs

     As of November 30, 1995, there were a total of 47 REITs specializing in
retail, making up approximately 16 percent of the securities in the REIT market.
Depending upon the property type in which they specialize, retail REITs are
divided into three categories: shopping centers, regional malls, and outlet
centers. The REIT performance indices chart shown as Table A on the following
page, shows a two-year summary of the total retail REIT market as well as the
performance of the three composite categories.

================================================================================

                                      -20-


<PAGE>


                                             National Retail Market Overview
================================================================================


================================================================================
                       Table A - REIT Performance Indicies
- --------------------------------------------------------------------------------
                              Y-T-D Total  Dividend  No. of REIT    Market
                                Return       Yield   Securities  Capitalization*
================================================================================
                          As of November 30,1995
- --------------------------------------------------------------------------------
TOTAL RETAIL                    0.49%       8.36%       47        $14,389.1
                                                             
    Strip Centers               2.87%       8.14%       29        $ 8,083.3
    Regional Malls             -2.47%       9.06%       11        $ 4,886.1
    Outlet Centers             -2.53%       9.24%        6        $ 1,108.7
- --------------------------------------------------------------------------------
                         As of November 30, 19 94            
- --------------------------------------------------------------------------------
TOTAL RETAIL                   -3.29%       8.35%       46        $12,913.1
                                                             
    Strip Centers              -4.36%       7.98%       28        $ 7,402.7
    Regional Malls              2.84%       8.86%       11        $ 4,459.1
    Outlet Centers            -16.58%       8.74%        7        $ 1,051.4
- --------------------------------------------------------------------------------
*    Number reported in thousands.
     Source: Realty Stock Review
================================================================================

     As can be seen, the 47 REIT securities have a market capitalization of
approximately $14.4 billion, up 11.5 percent from the previous year. Total
returns were positive through November 1995, reversing the negative return for
the comparable period 12 months earlier. It is noted that the positive return
was the result of the strength of the shopping center REITS which constitute
nearly 60 percent of the market capitalization. Total retail REITS dividend
yields have remained constant over the last year at approximately 8.36 percent.
Regional mail and shopping center REITS dominate the total market, making up
approximately 85 percent of the 47 retail REITs.

     While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized marketplace
has provided sellers with an attractive alternative to the more traditional
market for large retail properties.

Regional Mall REITs

     The accompanying exhibit Table B summarizes the basic characteristics of
eight REITS and one publicly traded real estate operating company (Rouse
Company) comprised exclusively or predominantly of regional mail properties.
Excluding the Rouse Company (ROUS), the 1POs have all been completed since
November 1992. The nine public offerings with available information have a total
of 281 regional or super regional malls with a combined leasable area of
approximately 229 million square feet. This figure represents more than 14.0
percent of the total national supply of this product type.

================================================================================

                                      -21-


<PAGE>


                                            National Retail Market Overview
================================================================================

     The nine companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid than more traditional
real estate related investments. Excluding the Rouse Company, however, these
companies have been publicly traded for only a short period, and there is not an
established track record. General Growth was the star performer in 1995 with a
15 percent increase in its stock price following the acquisition of the Homart
retail portfolio from Sears for $1.85 billion - the biggest real estate
acquisition of the decade.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Table 8 - REGIONAL MALL REIT ANALYSIS Cushman &
Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
  REIT PORTFOLIO                             CBL       CWN       EJD       GGP       MAC       ROUS     SPG        TCO        URB
                                            CBL &     Crown     Edward    General  Macerich    Rouse    Simon     Taubman     Urban
                                            Assoc.   Amercian  Debartolo  Growth   Company    Company  Property   Centers   Shopping
====================================================================================================================================
<S>                                         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>  
Company overview

Total Retail Centers                            95        23        51        40        16        67        56        19       12
    -Super Regional Centers*                     5         1        28        14         4        27        21        16        7
    -Regional Centers                           11        22        23        25        10        27        35         3        2
    -Community Centers                          79      --          11         1         2        13        55      --          3
    -Other                                    --        --        --        --        --        --           3      --       --
Total Mal1 GLA**                            17,129    12,686    44,460    28,881    10,620    44,922    39,329    22,031    8,895
Total Mall Shop GLA**                        6,500     4,895    15,300    12,111      --      19,829    15,731     9,088    2,356
Avg. Total GLA/Center**                        180       552       872       722       664       670       702     1,160      741
Avg. Mall Shop GLA/Center**                     68       213       300       303      --         296       281       478      196
- ------------------------------------------------------------------------------------------------------------------------------------
Mall Operations

Reporting Year                                1994      1994      1994      1994      1994      1994      1994      1994     1994
Avg. Sales PSF of Mall GLA                    $226      $204      $260      $245      $262      $285      $259      $335     $348
Minimum Rent/Sales Ratio                       8.6%      7.1%      8.3%     --        --        --         6.8%     10.2%     8.1%
Total Occupancy Cost/Sales Ratio              12.2%     10 0      12.4%     --        11.2%     --        10.2%     14.8%    11.7%
Mall Shop Occupancy Level                     88.7%     84.0%     85.0%     87.0%     92.9%     --        86.2%     86.6%    93.3%
- ------------------------------------------------------------------------------------------------------------------------------------
Share Prices

IPO Date                                  10/27/93    8/9/93   6/30/94    4/8/93    3/9/94      1966  12/26/93   10/6/93  11/18/92
IPO Price                                   $19.50    $17.25    $14.75    $22.00    $19.00      --      $22.25    $11.00    $23.50
Current Price (12/15/95)                    $21.63     $7.38    $13.00    $19 13    $19.75    $19.63    $25,13     $9.75    $21.75
52 - Week High                              $22.00    $14.13    $15.13    $22.63    $21.88    $22.63    $26,00    $10.38    $22.50
52 - Week Low                               $17.38     $6.50    $12.00    $18.13    $19.25    $17.50    $22.50     $8.88    $18.75
- ------------------------------------------------------------------------------------------------------------------------------------
Capitalization & Yields

Outstanding Shares***                        30.20     36.85     89.60     43.37     31.45     47.87     95.64    125.85    21.19
Market Capitalization***                      $653      $272    $1,165      $830      $621      $940    $2,403    $1,227     $461
Annual Dividend                              $1.59     $0.80     $1.26     $1.72     $1.68     $0.80     $1.97     $0.88    $1.94
Dividend Yield (12/15/95)                     7.35%    10.84%     9.69%     8.99%     8.51%     4.08%     7.84%     9.03%    8.92%
FFO 1995****                                 $1.85     $1.50     $1.53     $1.96     $1.92     $1.92     $2.28     $0.91    $2.17
FFO Yield (12/15/95)                          8.55%    20.33%    11.77%    10.25%     9.72%     9.78%     9.07%     9.33%    9.98%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Salomon Bothers and Realty Stock Review, Annual Reports

     *     Super Regional Center(> = 800,000 Sq. Ft)
     **    Numbers in thousands (000) includes malls only
     ***   Numbers in millions
     **** Funds From Operations is defined as net income (loss) before
          depreciation, amortization, other non-cash items, extraordinary items,
          gains or losses on sales of assests and before minority interests in
          the Operating Partnership.
- --------------------------------------------------------------------------------

================================================================================
                                      -22-


<PAGE>


                                            National Retail Market Overview
================================================================================

Shopping Center REITs

     Shopping center REITs comprise the largest sector of the retail REIT market
accounting for 29 out of the total 47 securities. General characteristics of
eight of the largest shopping center REITs are summarized on Table C. The public
equity market capitalization of the eight companies totaled $6.1 billion as of
December 15, 1995. The two largest, Kimco Realty Corp. and New Plan Realty Trust
have a market capitalization equal to approximately 34.5 percent of the group
total.

     While the regional mail and outlet center REIT markets struggled through
1995, shopping center REITs showed a positive November 30, 1995 year-to-date
return of 2.87%. Through 1995, transaction activity in the national shopping
center market has been moderate. Most of the action in this market is in the
power center segment. As an investment, power centers appeal to investors and
REITs because of the high current cash returns and long-term leases. However,
with their popularity, the potential for overbuilding is high. Also creating
skepticism within this market is the stability of several large discount
retailers such as Kmart, and other discount department stores which typically
anchor power centers. Shopping center REITs which hold numerous properties where
struggling retailers are located are currently keeping close watch over these
centers in the event of these anchor tenants vacating their space.

     Similar to the regional mall REITs, shopping center REITs have been
publicly traded for only a short period and do not have a defined track record.
While the REITs have been in existence for a relatively short period, the growth
requirements of the companies should place upward pressure on values due to
continued demand for new product.

================================================================================

                                      -23-


<PAGE>


                                            National Retail Market Overview
================================================================================


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Table C - SHOPPING CENTER REIT ANALYSIS
Cushman &  Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
  REIT PORTFOLIO                             DDR         FRT        GRT        JPR         KIM         NPR        VNO         WRI
                                            Devel.     Federal    Glimcher      JP         Kimco     New Plan   Vornado   Weingarten
                                         Diversified  Realty Inv   Realty    Realty Inc  Realty Corp  Realty     Realty      Realty
====================================================================================================================================
<S>                                       <C>         <C>         <C>         <C>        <C>         <C>         <C>        <C>   
Company 0verview

Total Properties                             111          53          84         46         193         123         65         161
Total Retail Centers                         104          53          84         40         193         102         56         141
Total Retail GLA*                         23,600      11,200      12,300      6,895      26,001      14,500      9,501      13,293
Avg. Total GLA/Center*                       227         211         146        172         135         142        170          94
- ------------------------------------------------------------------------------------------------------------------------------------
Mall Operations

Reporting Year                              --          --          1994       --          1994        --         --          1994
Total Rental income                         --          --        $71,101      --        $125,272      --         --        $112,233
Average Rent/Square Foot                   $6.04        --         $5.78       --         $4.82        --         --         $8.44
Total Operating Expenses                    --          --        $45,746      --        $80,563       --         --        $76,771
Operating Expenses/Square Foot              --          --         $3.72       --         $3.10        --         --         $5.78
Operating Expense Ratio                     --          --          64.3%      --          64.3%       --         --          68.4%
Total Occupancy Level                       96.6%       95.1%       96.3%      94.0%       94.7%       95.4%      94.0%       92.0%
- ------------------------------------------------------------------------------------------------------------------------------------
     Share Prices

IPO Date                                    1992        1993        1994       1994        1991        1973       1993        1985
IPO Price                                 $19.50      $17.25      $14.75      $22.00     $19.00        --        $22.25       --
Current Price (12/15/97)                  $29.88      $23.38      $17.75      $20.63     $42.25      $21.63      $36.13     $36.13
52 -Week High                             $32.00      $23.75      $22.38      $21.38     $42.25      $23.00      $38.13     $38.13
52 - Week Low                             $26.13      $19.75      $16 63      $17 38     $35.00      $18.75      $32.75     $32.75
- ------------------------------------------------------------------------------------------------------------------------------------
     Capitalization & Yields

Outstanding Shares**                       18.96       32.22       24.48      19.72       22.43       53.26      24.20       26.53
Market Capitalization**                     $567        $753        $435       $407        $948      $1,152       $874        $959
Annual Dividend                            $2.40       $1.64       $1.92      $1.68       $2.16       $1.39      $2.24       $2.40
Dividend Yield (12/15/95)                   8.03%       7.01%      10.82%      8.14%       5.11%       6.43%      6.20%       6.64%
FF0 1995***                                $2.65       $1.78       $2.25      $1.83       $3.15       $1.44      $2.67       $2.80
FFO Yield (12/15/95)                        8.87%       7.61%      12.68%      8.87%       7.46%       6.66%      7.39%       7.75%
- ------------------------------------------------------------------------------------------------------------------------------------
Source Salomon Bothers and Realty Stock Review, Annual Reports

     *    Numbers in thousands (000) includes retail properties only.
     **   Numbers in millions.
     ***  Funds From Operations is defined as net income (loss) before
          depreciation, amortization, other non-cash items, extraordinary items,
          gains or losses on sales of assests and before minority interests in
          the Operating Partnership

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================

                                      -24-


<PAGE>


                                            National Retail Market Overview
================================================================================

Outlook

     A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

     With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

     o    The gradual obsolescence of some existing retail locations and retail
          facilities;

     o    The evolution of the locational needs and format preferences of
          various anchor tenants; and

     o    Rising retail sales generated by increasing population and household
          levels.

     By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

     On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer There will continue
to be an increasing focus on choosing the right format and merchandising mix to
differentiate the product from the competition and meet the needs of the
consumer. Quite obviously, many of the nations' existing retail developments
will find it difficult if not impossible to compete. Tantamount to the success
of these older centers must be a proper merchandising or repositioning strategy
that adequately considers the feasibility of the capital intensive needs of such
an undertaking. Coincident with all of the change which will continue to
influence the industry is a general softening of investor bullishness. This will
lead to a realization that the collective interaction of the fundamentals of
risk and reward now require higher capitalization rates and long term yield
expectations in order to attract investment capital.

================================================================================

                                      -25-


<PAGE>




                               [GRAPHIC OMITTED]
                           FLOOR PLAN OF THE GALLERIA
                               MAIN STREET LEVEL




================================================================================


<PAGE>




                               [GRAPHIC OMITTED]   
                           FLOOR PLAN OF THE GALLERIA
                                  GARDEN LEVEL
                                                   




<PAGE>


                                                      
                                                      
                                                      
                                                      
                               [GRAPHIC OMITTED]      
                           FLOOR PLAN OF THE GALLERIA 
                              FASHION LEVEL LEVEL 1




<PAGE>




                               [GRAPHIC OMITTED]       
                           FLOOR PLAN OF THE GALLERIA  
                              FASHION LEVEL LEVEL 2    





<PAGE>




                          THE GALLERIA AT WHITE PLAINS

                                PROPERTY NO. 9130

                                1/1/96 - 12/31/96

                                OPERATING BUDGET




                                                 REVISION DATE: SEPTEMBER 1,1995

<PAGE>


                              RETAIL BUDGET - 1996

                                   INDEX PAGE
 SECTION                                                                   PAGE

    1      GENERAL INFORMATION
           ---------------------------------------------------------------------
                    SUMMARY NARRATIVE                                       3
                    FACT SHEET                                              6


    2      BUDGET SUMMARY
           ---------------------------------------------------------------------
                    YEAR-TO-YEAR BUDGET COMPARISON (Budget page B1)          8
                    VARIANCE ANALYSIS                                        9
                    TWELVE MONTH SPREADSHEET (Budget page B2)               22
                    SUMMARY BY MINOR CODE                                    3

    3      RECOVERABLE EXPENSE DETAIL                                       24
           ---------------------------------------------------------------------
    4      INCOME DETAIL                                                    31
           ---------------------------------------------------------------------
    5      EXPENSE DETAIL                                                   92
           ---------------------------------------------------------------------
    6      MARKETING FUND (If Applicable)                                   N/A
           ---------------------------------------------------------------------
           SUMMARY OF CONTRACT EXPENSES                                     107


<PAGE>


                          THE GALLERIA AT WHITE PLAINS
                        1996 COMMERCIAL OPERATING BUDGET
                                SUMMARY NARRATIVE

The Galleria at White Plains has a GLA of 326,449 square feet and two department
store anchors totaling 555,915 square feet, for a combined total for the center
of 882,363 square feet. The two department stores are Stern's formally Abraham &
Straus) and JCPenney, both middle-market stores. Filene's Basement, the
Massachusettes based discounter, opened a 26,100 square foot store on the Main
Street level of the mail in November 1992. In addition, there are 144 small
stores including a 13 unit food court. The four-level enclosed mall has an
attached 2,416 space parking garage which is owned and operated by the City of
White Plains.

The mall was built in 1990 as the centerpiece of an ambitious downtown urban
renewal project. Since that time the entire downtown White Plains area has
developed into a vital commercial and retail center for Westchester County. The
daytime population of the City of White Plains is 250,000 with a resident
population of approximately 47,000. White Plains is the county seat of
Westchester County, with a relatively strong economy and low unemployment. The
Galleria benefits from a dual urban/suburban customer base. Located within
walking distance of almost 6 million square feet of office space, The Galleria's
food court is an excellent noontime attraction for the local office worker
trade. This additional benefit of excellent highway access and close proximity
to public transportation also contributed to The Galleria's high sales volume of
$390 per square foot for the rolling twelve month period ended December 1994.

The trade area for The Galleria covers an extensive geographic area with a
population of approximately 1.5 million. Over 50% of The Galleria's shoppers
originate in White Plains and Southern Westchester. The estimated 1994 average
household income in the primary trade area was $55,479. The median household
income in Westchester County ranks within the top 1% of the nation.

For the past ten years, The Galleria has enjoyed tremendous success due
primarily to the lack of direct competition in the immediate market area
However, in March 1995, "The Westchester", an upscale regional mall developed by
the O'Connor Group of New York City, opened within one mile from The Galleria.
The 850,000 square foot mall is anchored by Nordstrom and Neiman Marcus with
tenants including Tiffany, Gucci, Brooks Brothers and William Sonoma.

Although The Galleria is anticipated to experience a negative sales impact
initially due to the opening of "The Westchester", this is expected to dissipate
over the long term. The two malls are positioned very differently with respect
to tenant mix and customer base, with each property focusing on a distinct
portion of the retail market.

To further establish and secure its place in the market, The Galleria completed
a major $12 million renovation in 1993. The renovation included new mall street
entrances and signage, new interior floor finishes, lighting, skylight
reglazing, landscaping, interior graphics, and additional food court seating.
The dramatic improvements to the appearance of The Galleria have reinforced
retailer confidence and customer perceptions, and will help ensure that The
Galleria maintains its market niche and continues to be as successful throughout
the 90s as it was in the previous decade.


<PAGE>


                      THE GALLERIA AT WHITE PLAINS (#9130)

                        1996 COMMERCIAL OPERATING BUDGET

                                 BUDGET OVERVIEW


Total income for the 1996 budget period is projected at $17,534,098.

Occupancy  in  January  1996 is  anticipated  to be 92.4%  and is  projected  to
decrease to 83.5% by the end of the year with the average  occupancy at 82.0%
for the budget period.  The lower  occupancy  results in a decrease in base rent
for 1996, and similarly  impacts  percentage rent, common area, real estate tax,
and utility income for the period.

The total expenses for 1996 am projected at $8,265,686 representing a decrease
of 0.5% from the 1995 projected actual expenses. 1995 was the final year that
the $100,000 payment towards the parking garage deficit was required under the
terms of the Reciprocal Operating Agreement with the City, which favorably
impacts expenses for 1996.

Capital improvements budgeted for 1996 include tiling of the five garage
elevator vestibules and food court neutral piers at a cost of $85,000;
replacement of badly deteriorated exterior service doors at a cost of $50,000;
installation of additional closed circuit security cameras for the exterior
entrances and roof areas at a cost of $36,000 and a lighting retrofit of the
common areas at the 3 West entrance and public restroom hallway at a cost of
S45,000. In addition, a complete retrofit and upgrade of the mall's central
plant HVAC system has been budgeted at a cost of $750,000, along with the
installation of a new natural gas line and gas conversion of the boilers at a
cost of $140,000 and the in-place closure of the two underground oil tanks at a
cost of $30,000.


                             (CONTINUED) ..........


<PAGE>

Page 2
Budget Overview
Continued


1996 BILLING RATES ARE AS FOLLOWS:
- ----------------------------------
<TABLE>
<CAPTION>
                                                 1996                           1995
                                                 ----                           ----
                                         CHARGE PER SQUARE FOOT         CHARGE PER SQUARE FOOT
                                         ----------------------         ----------------------
                                      Mall Tenants     Food Court    Mall Tenants     Food Court
                                      ------------     ----------    ------------     ----------
<S>                                   <C>             <C>             <C>             <C>      
Common Area Maintenance               $   14.30       $   14.30       $   13.48       $   13.48
Real Estate Taxes                          9.78            9.78            8.12            8.12
Mall HVAC                                  1.66            1.66            1.66            1.66
Marketing Fund                             1.75            1.75            1.75            1.75
Water/Serer*                               0.10            0.10            0.10            0.10
Food Court                                                34.81                           34.81 
                                        ---------       ---------       ---------      ---------
 TOTAL EXTRA CHARGES-                 $   27.59       $   62.40       $   25.11       $   59.92
</TABLE>

                                                               
*NOTE: Food court tenants are billed at $4.87 psf for water. 

Cash flow for the 1996 budget period is projected to be $3,038,956.


<PAGE>
CENTER: The Galleria at White Plains                                  CO. #:9130
OWNERSHIP: C.F. White Plains Associates

                                                                      % INTEREST
PARTNERSHIP: CFSCP (New York)                                           99.66%
C.F. Properties (Shannon)                                                5.34%

MAILING ADDRESS: 100 Main Street
                 White Plains, NY 10601

MANAGEMENT COMPANY: Cadillac Fairview Shopping Centers (US) Limited

LOCATION: Downtown White Plains, New York

MAJOR ACCESS HIGHWAYS: Cross Westchester Expressway (Rte. 287)
                       Interstate 684

OPENING DATE: August 1, 1980

RENOVATION DATE(S): June 1992-October 1993

DEVELOPER: Cadillac Fairview Shopping Centers (US) Limited

DATE PURCHASED: January 1,1988

ACQUISITION PURCHASE PRICE: N/A

MORTGAGE AMOUNT OUTSTANDING: 37,599,392  AS OF: 8/1/95

WHEN IS LOAN DUE: July 1, 2016

LENDER: Teachers Insurance and Annuity Association

DESCRIPTION: Urban, four-level enclosed mall

SITE ACRES: 9.9

MAJOR STORES:   NAME            SQUARE FOOTAGE    NON-OWNED/OWNED
                ----            --------------    ---------------
                Stern's             328,599       Non-Owned
                JC Penney           227,316       Ground Lease
                                   --------       Owned
                                                  (Owned-Owned by shopping ctr.)
                       Total       555,915
                                   -------
                                                  (Non-Owned=Owned by major)
SMALL SHOP GLA: 326,448

PAD TENANTS: N/A

GROSS LEASABLE AREA: 882,363
WITH MAJOR STORES

GROSS LEASABLE AREA: 326,448
OWNED BY SHOPPING CENTER

NUMBER OF SMALL SHOPS: 144


<PAGE>
                                                                           
SMALL SHOP OCCUPANCY AS OF 8/1/95: 91.60%
PARKING SPACES: 2,416 (Municipal Garage)

PARKING RATIO: 2.7 per 1,000 sq. ft. 99.66%

SALES HISTORY:                    YEAR                   $SF
                                  ----                   ---
                                  1993                  $388
                                  1994                  $390
                    Projected     1995                  $351

PRIMARY TRADE AREA: North  twelve  miles  to town  of  Ossining  in  Westchester
                    County;  East five miles  bounded by NY/CT state line;  West
                    seven miles to the Hudson  River;  and south  Fifteen  miles
                    into the Bronx. 

PRIMARY TRADE AREA
POPULATION: 1.5%

% OF EXPECTED INCREASE 
NEXT 5 YEARS: 1.5%

PRIMARY TRADE AREA 
AVERAGE HOUSEHOLD INCOME: $55,478.00

COMPETITION:
                       CENTER    Stamford Town Center
                    LOCATION    Downtown Stamford, CT
          DISTANCE FROM MALL    15 miles
                         GLA    900,000 SF
        NUMBER OF MALL SHOPS    170
           NUMBER OF ANCHORS    3
                     ANCHORS    Macy's, Filene's, Saks
                OPENING DATE    1982

                      CENTER    The Westchester
                    LOCATION    White Plains, NY
          DISTANCE FROM MALL    1/2 mile
                         GLA    850,000 SF
        NUMBER OF MALL SHOPS    150
           NUMBER OF ANCHORS    2
                     ANCHORS    Nordstrom, Neiman Marcus
                OPENING DATE    1995

                      CENTER    Danbury Fair Mall
                    LOCATION    Danbury, CT
          DISTANCE FROM MALL    25 miles
                         GLA    1,200,000 SF
        NUMBER OF MALL SHOPS    215
           NUMBER OF ANCHORS    5
                     ANCHORS    Macy's Sears, JC Penney, Lord & Taylor, Filene's
                OPENING DATE    1986

DATE PREPARED: August 10,1995

<PAGE>

                           URBAN RETAIL PROPERTIES CO.

PAGE B-1
                         1996 COMMERCIAL OPERATIG BUDGET
Property:  THE GALLERIA AT WHITE PLAINS                           DATE: 09/01/95
Company #:  9130                                                  TIME: 05:06PM
GLA -  Small Shop: 326,448
<TABLE>
<CAPTION>

                           YR-TO-YR BUDGET COMPARISON

- ------------------------------------------------------------------------------------------------------------------------------------
                            1995     1995 Budget 1995 Proj   1995 Proj    1996      1996 Budget   Variance    %Variance    Reference
                            Budget     /Sq. Ft.   Actual    Act/Sq. Ft   Budget       /Sq.FT     96Bud95Act   96Bud/95Act   Pg No.
====================================================================================================================================
<S>                       <C>           <C>     <C>           <C>      <C>            <C>          <C>          <C>            <C>
INCOME:
Rental Income             9,538,362    $29.22   9,425,940     $28.87   9,510,665      $29.13       84,725       0.90%          31 
Percentage Rent             304,811      0.93     394,100       1.21     276,392        0.85     (117,708)    -29.87%          50 
Common Area Income        3,814,714     11.69   3,800,891      11.64   3,453,865       10.58     (347,026)     -9.13%          54 
Food Court Income           292,522      0.90     280,594       0.86     308,847        0.95       28,253      10.07%          54 
Real Estate Tax Income    2,682,644      8.22   2,631,151       8.06   2,562,054        7.85      (69,097)     -2.63%          54 
Utility Income            1,561,289      4.78   1,515,295       4.64   1,359,755        4.17     (155,540)    -10.26%          91 
Other Tenant Charges              0      0.00           0       0.00           0        0.00            0       0.00%          91 
Miscellaneous Income         46,752      0.14      66,005       0.20      62,520        0.19       (3,485)     -5.28%          91 
- ------------------------------------------------------------------------------------------------------------------------------------
  TOTAL INCOME           18,241,094    $55.88  18,113,976     $55.49  17,534,098      $53.71     (579,878)     -3.20%             
- ------------------------------------------------------------------------------------------------------------------------------------
EXPENSES:                                                                                                                         
Advertising/Promotion         1,040     $0.00       1,040      $0.00       1,040       $0.00            0       0.00%          92 
Administrative               77,708      0.24      75,635       0.23      69,800        0.21       (5,835)     -7.71%          92 
Janitorial/Cleaning       1,115,148      3.42   1,127,000       3.45   1,128,000        3.46        1,000       0.09%          93 
Building Decorating          13,680      0.04      13,680       0.04      13,680        0.04            0       0.00%          93 
Lawn Maintenance             60,800      0.19      60,800       0.19      60,800        0.19            0       0.00%          94 
Security                    796,800      2.44     806,344       2.47     805,800        2.47         (544)     -0.07%          94 
Rubbish Removal              45,252      0.14      30,252       0.09      34,200        0.10        3,948      13.05%          94 
Snow Removal                  2,000      0.01       2,000       0.01       2,000        0.01            0       0.00%          94 
Parking Lot Repairs and     
 Maint                      102,000      0.31     100,000       0.31       2,000        0.01      (98,000)     98.00%          94 
Building Maint. & Repair  1,350,612      4.14   1,280,147       3.92   1,246,389        3.82      (33,758)     -2.64%          95 
Payroll - Salary/Bonus      265,602      0.81     228,380       0.70     233,672        0.72        7,292       3.19%          96 
Payroll - Taxes/Insurance    53,124      0.16      45,676       0.14      47,137        0.14        1,461       3.20%          96 
Other Operating Expenses    127,712      0.39     133,908       0.41     108,236        0.33      (25,672)    -19.17%          99 
Management Fees             395,839      1.21     395,834       1.21     381,295        1.17      (14,539)     -3.67%         100 
General Insurance           184,279      0.56     184,761       0.57     184,761        0.57            0       0.00%         100 
Professional Services       126,172      0.39      87,400       0.27      96,514        0.30        9,114      10.43%         100 
Utility - Electricity     1,084,256      3.32   1,039,256       3.18   1,039,256        3.18         0.0%       0.00%         101 
        - Gas/Fuel           80,902      0.25      80,902       0.25      80,902        0.25            0       0.00%         101 
        - Water/Sewer        78,138      0.24      94,800       0.29      96,720        0.30        1,920       2.03%         102 
Real Estate Taxes (incl.                                                                                                          
 Consultant Fees)         2,420,517      7.41   2,504,654       7.67   2,631,484        8.06      126,830       5.06%         102 
                                                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
  TOTAL EXPENSES          8,381,581    $25.68   8,292,469     $25.40   8,265,686      $25.32     (26,783)      -0.32%             
- ------------------------------------------------------------------------------------------------------------------------------------
    NET OPERATING INCOME  9,859,513    $30.20   9,821,507     $30.09   9,268,412      $28.39    (553,095)      -5.63%             
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Interest         3,837,562    $11.76   3,837,562     $11.76   3,762,961      $11.59     (54,581)      -1.42%         102 
Mortgage Principal          511,639      1.57     511,639       1.57     566,205        1.73       54,566      10.66%         102 
Additional Mortgage                                                                                                               
 Interest                   270,700      0.83     298,483       0.91     277,270        0.85     (21,213)      -7.11%         102 
Land Rent                         0      0.00           0       0.00           0        0.00            0       0.00%        
Additional Land Rent              0      0.00           0       0.00           0        0.00            0       0.00%
Other Interest Expenses           0      0.00           0       0.00           0        0.00            0       0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
  SUB TOTAL OPERATING
   CASH FLOW               5,239,612    $16.05   5,173,623     $15.85   4,641,956      $14.22     (531,867)   -10.28%
- ------------------------------------------------------------------------------------------------------------------------------------
NET MARKETING/MEDIA
 FUNDS (Rec/Disb)                 0     $0.00           0      $0.00           0       $0.00            0       0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
OPERATING  CASH FLOW      5,239,612    $16.05   5,173,823     $15.85   4,641,956      $14.22     (531,867)    -10.28%
- ------------------------------------------------------------------------------------------------------------------------------------
Tenant Improvements          25,000     $0.08      80,000      $0.25     467,000       $1.43      387,000     483.75%         103
Capital Improvements        718,000       2.2     158,000       0.48   1,136,000        3.48      978,000     618.99%         103
Lease Commissions                 0      0.00           0       0.00           0        0.00            0       0.00%         103
- ------------------------------------------------------------------------------------------------------------------------------------
  CASH FLOW               4,496,412    $15.77   4,935,823     $15.12   3,038,956       $9.31  (1,896,867)     -38.43%
====================================================================================================================================

</TABLE>




- --------------------------------------------------------------------------------

GENERAL INFORMATION 1996 STANDARD
==================================
                                          
GLA With All Department Stores     =      882,363
                                                                            
GLA With Owned Dept. Stores        =      326,448                         
                                                                            
         DEPARTMENT STORES                SQUARE FT/                      
         -----------------                ----------                      
                                                                            
         1. J.C. PENNY                      277,316 (NONALLOWED)            
         2. STERN'S                         328,599 (NONALLOWED)              
         3.                                         (          )    
         4.                                         (          )
         5.                                         (          )    
         6.                                         (          )
         ----------------------------     ---------
                  DEPT. STORE TOTAL        555,915
                                                                            
             Date of Purchase:          01-Jan-80
               Purchase Price:          N/A                                
                    Ownership:          CF WHITE PLAINS ASSOC.
                Cash Invested:          N/A
Sales PSF (Rolling 12 Months):          $382.55 /psf


1996 STANDARD
PRO RATA TENANT CHARGES             
========================
            
                     $/PSF           
                    ------           
CAM                 $14.30             
NW                    0.00           
Escalations           0.00          
RET                   9.78          
Utilities             1.66 
Marketing             1.75        
Other                 0.10          
- --------------------------
Sub Total           $27.59            
- --------------------------
Food Court           34.81              
- --------------------------
1996 Total          $62.40             
==========================

1995 Total          $59.92








- --------------------------------------------------------------------------------
PAYROLL NOTES
==============

                      1995 Budgeted Payroll :                 265,602
                                   /Sq. Ft. :                   $0.81

              1995 Projected Actual Payroll :                 228,380
                                   /Sq. Ft. :                   $0.70

                        1996 Budget Payroll :                 235,672
                                   /Sq. Ft. :                   $0.72

    Variance - 1996 Budget vs 1995 Proj Act :                   7,292
                               % Difference :                   3.19%

- --------------------------------------------------------------------------------

MARKETING FUND NOTES

                     Marketing Fund Income :                  341,055
          Owner's Contribution & Subsidies :                   85,264
                         Media Fund Income :                  457,800
     ----------------------------------------------------------------
                              TOTAL INCOME :                  884,119
     ----------------------------------------------------------------
                 Marketing & Media Express :                  884,119
     ----------------------------------------------------------------
               Net Marketing & Media Funds :                        0
     ================================================================


================================================================================

                                                                          PAGE 8

<PAGE>

<TABLE>
<CAPTION>



PAGE B-2   CO. # : 9130     DATE: 01-Sep-95    1996 COMMERCIAL OPERATING BUDGET

  Property : THE GALLERIA AT WHITE PL       Sq. Ft. 326,448            05:06 PM


- ------------------------------------------------------------------------------------------------------------
                                               Jan-96        Feb-96       Mar-96         Apr-96       May-96
============================================================================================================
<S>                                          <C>           <C>          <C>           <C>          <C>      
INCOME:
Rental Income                                  784,014     1,000,313      749,047       755,346      764,654
Percentage Rent                                 15,717        20,188       46,567        81,132       13,339
Common Area Income                             318,371       281,496      281,496       283,513      275,272
Food Court Income                               29,110        25,337       25,337        25,337        7,942
Real Estate Tax Income                         231,745       201,474      201,474       202,853      239,079
Utility Income                                 126,985       109,881      109,881       110,590      110,567
Other Tenant Charges                                 0             0            0             0            0
Miscellaneous Income                             5,210         5,210        5,210         5,210        5,210
- ------------------------------------------------------------------------------------------------------------
TOTAL INCOME                                 1,511,152     1,643,939    1,419,142     1,464,021    1,416,063
- ------------------------------------------------------------------------------------------------------------
EXPENSES:
Advertising/Promotion                              520             0            0             0            0
Administrative                                   5,780         6,084        5,084         5,780        7,085
Janitorial/Cleaning                             94,000        94,000       94,000        94,000       94,000
Building Decorating                                540         2,340          540           540        2,340
Lawn Maintenance                                12,400         4,400        4,400         4,400        4,400
Security                                        67,150        67,150       67,150        67,150       67,150
Rubbish Removal                                  2,850         2,850        2,850         2,850        2,850
Snow Removal                                     2,000             0            0             0            0
Parking Lot Repairs & Maint                          0             0            0             0            0
Building Repairs & Maint                       139,998        97,506      124,281       125,401      116,006
Payroll - Salary/Bonus                          16,432        16,432       21,088        17,088       25,634
Payroll - Taxes/Insurance                        3,286         3,286        4,218         3,418        5,127
Other Operating Expenses                         8,761         9,411        8,711         9,511       13,011
Management Fees                                 31,775        31,775       31,775        31,775       31,775
General Insurance                                    0             0            0             0            0
Professional Services                            9,545        24,792        4,792         9,545        4,792
Utility - Electricity                           58,025        56,317       55,999        44,478       67,323
         - Gas/Fuel                             10,868        16,963       16,432             0            0
         - Water/Sewer                           1,160        40,348        1,160         1,160        1,160
Real Estate Taxes (Incl. Consultant Fees)    1,008,445             0      566,272             0            0
- ------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                               1,473,535       473,654    1,008,752       417,096      442,653
- ------------------------------------------------------------------------------------------------------------
     NET OPERATING INCOME                       37,617     1,170,285      410,390     1,046,925      973,410
- ------------------------------------------------------------------------------------------------------------
Mortgage Interest                              317,409       317,027      316,642       316,254      315,862
Mortgage Principal                              45,023        45,405       45,790        46,178       46,570
Additional Mortgage Interest                         0             0      277,270             0            0
Land Rent                                            0             0            0             0            0
Additional Land Rent                                 0             0            0             0            0
Other Interest Expenses                              0             0            0             0            0
- ------------------------------------------------------------------------------------------------------------
     SUB TOTAL OPERATING CASH FLOW            (324,815)      807,853     (229,312)      684,493      610,978
- ------------------------------------------------------------------------------------------------------------
NET MARKETING FUND (Rec/Disb)                        0             0            0             0            0
NET MEDIA FUND (Rec/Disb)                           
- ------------------------------------------------------------------------------------------------------------
      OPERATING CASH FLOW                     (324,815)      807,853     (229,312)      684,493      610,978
- ------------------------------------------------------------------------------------------------------------
Tenant Improvements                            120,000       137,000            0             0            0
Capital Improvements                           300,000       340,000      280,000        36,000       45,000
Lease Commissions                                    0             0            0             0            0
- ------------------------------------------------------------------------------------------------------------
     CASH FLOW                                (744,815)      330,853     (509,312)      648,493      565,978
============================================================================================================


<CAPTION>

- ------------------------------------------------------------------------------------------------------------
                                                Jun-96      Jul-96        Aug-96       Sep-96        Oct-96
============================================================================================================
<S>                                          <C>          <C>           <C>          <C>          <C>      
INCOME:
Rental Income                                  764,654      758,409       761,307      767,582      769,419
Percentage Rent                                 13,339       16,604        22,536       11,610       11,740
Common Area Income                             274,886      283,167       282,612      285,954      295,698    
Food Court Income                                7,942       31,287        31,287       31,287       31,287
Real Estate Tax Income                         239,078      202,855       202,873      205,158      211,822
Utility Income                                 110,567      110,791       110,251      111,426      113,546
Other Tenant Charges                                 0            0             0            0            0
Miscellaneous Income                             5,210        5,210         5,210        5,210        5,210
- ------------------------------------------------------------------------------------------------------------
TOTAL INCOME                                 1,415,676    1,408,323     1,416,076    1,418,227    1,438,722
- ------------------------------------------------------------------------------------------------------------
EXPENSES:
Advertising/Promotion                              520            0             0            0            0
Administrative                                   6,085        6,781         6,085        5,085        5,585
Janitorial/Cleaning                             94,000       94,000        94,000       94,000       94,000
Building Decorating                                540          540         2,340          540          540
Lawn Maintenance                                 4,400        4,400         4,400        4,400        4,400
Security                                        67,150       67,150        67,150       67,150       67,150
Rubbish Removal                                  2,850        2,850         2,850        2,850        2,850
Snow Removal                                         0            0             0            0            0
Parking Lot Repairs & Maint                      2,000            0             0            0            0
Building Repairs & Maint                        96,061       96,881        93,706       91,381       90,381
Payroll - Salary/Bonus                          17,086       17,086        17,086       17,086       17,086
Payroll - Taxes/Insurance                        3,418        3,418         3,418        3,418        3,418
Other Operating Expenses                         8,211        9,511         8,011        8,012        8,712
Management Fees                                 31,755       31,755        31,774       31,774       31,774
General Insurance                              184,761            0             0            0            0
Professional Services                            4,792        9,544         4,792        4,792        9,544
Utility - Electricity                          139,782      141,998       138,292      135,499       73,301
         - Gas/Fuel                              6,227            0             0            0        7,146
         - Water/Sewer                           1,160        1,160        40,772        1,160        5,160
Real Estate Taxes (Incl. Consultant Fees)            0    1,056,767             0            0            0
- ------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                 670,820    1,537,863       514,678      467,149      421,049
- ------------------------------------------------------------------------------------------------------------
     NET OPERATING INCOME                      744,856     (129,540)      901,398      951,078    1,017,673
- ------------------------------------------------------------------------------------------------------------
Mortgage Interest                              315,467      315,069       314,667      314,262      313,854
Mortgage Principal                              46,965       47,363        47,765       48,170       48,579
Additional Mortgage Interest                         0            0             0            0            0
Land Rent                                            0            0             0            0            0
Additional Land Rent                                 0            0             0            0            0
Other Interest Expenses                              0            0             0            0            0
- ------------------------------------------------------------------------------------------------------------
     SUB TOTAL OPERATING CASH FLOW             382,424     (491,972)      588,966      588,646      655,240
- ------------------------------------------------------------------------------------------------------------
NET MARKETING FUND (Rec/Disb)                        0            0             0            0            0
NET MEDIA FUND (Rec/Disb)                
- ------------------------------------------------------------------------------------------------------------
      OPERATING CASH FLOW                      382,424     (491,972)      530,966      588,646      655,240
- ------------------------------------------------------------------------------------------------------------
Tenant Improvements                                  0            0             0      100,000       60,000
Capital Improvements                            50,000       85,000             0            0            0
Lease Commissions                                    0            0             0            0            0
- ------------------------------------------------------------------------------------------------------------
     CASH FLOW                                 332,424     (576,972)      538,966      488,646      595,240
============================================================================================================

<CAPTION>


- ------------------------------------------------------------------------------------------------------------
                                                Nov-96     Dec-96       TOTAL      1995 PROJ    1996 RECOV
============================================================================================================
<S>                                          <C>          <C>           <C>          <C>          <C>      
INCOME:
Rental Income                                  817,603      818,317    9,510,665     9,425,940    
Percentage Rent                                 11,740       11,790      276,392      394,100
Common Area Income                             295,700      295,700    3,453,865    3,800,891
Food Court Income                               31,287       31,287      308,847      280,594
Real Estate Tax Income                         211,821      211,822    2,562,054    2,631,151
Utility                                        114,965      120,305    1,359,755    1,515,295
Income
Other Tenant Charges                                 0            0            0            0
Miscellaneous Income                             5,210        5,210       62,520       66,005
- ------------------------------------------------------------------------------------------------------------
TOTAL INCOME                                 1,488,326    1,494,431   17,534,098   18,113,976
- ------------------------------------------------------------------------------------------------------------
EXPENSES:
Advertising/Promotion                                0            0        1,040        1,040        1,040
Administrative                                   5,281        5,005       69,800       75,635       24,172
Janitorial/Cleaning                             94,000       94,000    1,128,000    1,127,000    1,128,000
Building Decorating                              2,340          540       13,680       13,680       13,680
Lawn Maintenance                                 4,400        4,400       60,800       60,800       60,800
Security                                        67,150       67,150      805,800      806,344      805,800
Rubbish Removal                                  2,850        2,850       34,200       30,252       34,200
Snow Removal                                         0            0        2,000        2,000        2,000
Parking Lot Repairs & Maint                          0            0        2,000      100,000        2,000
Building Repairs & Maint                        93,406       87,381    1,246,389    1,280,147    1,238,389
Payroll - Salary/Bonus                          25,634       27,924      235,672      228,380      133,621
Payroll - Taxes/Insurance                        5,127        5,585       47,137       45,676       26,724
Other Operating Expenses                         8,262        8,112      108,236      133,908        8,400
Management Fees                                 31,776       31,774      381,295      395,834            0
General Insurance                                    0            0      184,761      184,761      184,761
Professional Services                            4,792        4,792       96,514       87,400            0
Utility - Electricity                           69,123       59,119    1,039,256    1,039,256    1,027,256
         - Gas/Fuel                             11,633       11,633       80,902       80,902       80,902
         - Water/Sewer                           1,160        1,160       96,720       94,800       96,720
Real Estate Taxes (Incl. Consultant Fees)            0            0    2,631,484    2,504,654    2,631,484
- ------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                 426,932      411,505    8,265,686    8,292,469    7,499,949
- ------------------------------------------------------------------------------------------------------------
     NET OPERATING INCOME                    1,061,394    1,082,926    9,268,412    9,821,507
- ------------------------------------------------------------------------------------------------------------
Mortgage Interest                              313,442      313,026    3,782,981    3,837,562            0
Mortgage Principal                              48,991       49,406      566,205      511,639            0
Additional Mortgage Interest                         0            0      277,270      298,483            0
Land Rent                                            0            0            0            0            0
Additional Land Rent                                 0            0            0            0            0
Other Interest Expenses                              0            0            0            0            0
- ------------------------------------------------------------------------------------------------------------
     SUB TOTAL OPERATING CASH FLOW             698,961      720,494    4,641,956    5,173,823
- ------------------------------------------------------------------------------------------------------------
NET MARKETING FUND (Rec/Disb)                        0            0            0
NET MEDIA FUND (Rec/Disb)                                                      0
- ------------------------------------------------------------------------------------------------------------
      OPERATING CASH FLOW                      698,961      720,494    4,641,956    5,173,823
- ------------------------------------------------------------------------------------------------------------
Tenant Improvements                             50,000            0      467,000       80,000            0
Capital Improvements                                 0            0    1,136,000      158,000       29,333
Lease Commissions                                    0            0            0            0            0
- ------------------------------------------------------------------------------------------------------------
     CASH FLOW                                 648,961      720,494    3,038,956    4,935,823
============================================================================================================

</TABLE>

                                                                         PAGE 22

<PAGE>

<TABLE>
Property  :  THE GALLERIA AT WHITE PLAINS        URBAN RETAIL PROPERTIES CO.
COMPANY # :  9130                             1996 COMMERCIAL OPERATING BUDGET       DATE : 01-SEP-95
Square Feet  :  326,448                           *SUMMARY*  BY MINOR CODE           TIME : 05:03 PM       
- -----------------------------------------------------------------------------------------------------
<CAPTION>
                                   Jan-96       Feb-96      Mar-96     Apr-96      May-96     Jun-96
=====================================================================================================
<S>                              <C>         <C>         <C>         <C>        <C>        <C>
  INCOME  :
RENTAL INCOME                     784,014    1,000,313     749,047    755,346     754,654    764,654      
PERCENTAGE RENT                    15,717       20,188      46,657     81,132      13,339     13,339      
COMMON AREA                       318,371      281,496     281,496    283,513     275,272    274,886      
FOOD COURT                         29,110       25,377      25,377     25,377       7,942      7,942      
REAL ESTATE TAXES                 231,745      201,474     201,474    202,853     239,079    239,078      
UTILITY                           126,985      109,881     109,881    110,590     110,567    110,567      
OTHER TENANT                            0            0           0          0           0          0      
MISCELLANEOUS                       5,210        5,210       5,210      5,210       5,210      5,210      
- -----------------------------------------------------------------------------------------------------
   TOTAL INCOME                 1,511,152    1,643,939   1,419,142  1,464,021   1,416,063  1,415,676      
=====================================================================================================

   EXPENSES  (BY MINOR CODE)  :

0 - ADMINISTRATIVE                 68,836       85,537      66,837     74,186      78,549     64,937      
180 CAM(OUTSIDE)                  231,923      221,830     227,369    228,391     226,861    423,198      
19 - MAM(INSIDE)                        0            0           0          0           0          0      
31 - CENTRAL PLANT                139,397      100,165      93,339     89,584     110,308    157,750      
32 - CAM SPECIAL                        0            0           0          0           0          0      
33 - OPERATING TENANT                   0       39,188           0          0           0          0      
34 - OPERATING(MALL)                    0            0           0          0           0          0      
35 - FOOD COURT                    24,935       26,935      54,935     24,935      26,935     24,935      
REAL ESTATE TAXES               1,008,445            0     566,272          0           0          0      
- -----------------------------------------------------------------------------------------------------
   TOTAL EXPENSES               1,473,535       473,654  1,008,752    417,096     442,653    670,820      
- -----------------------------------------------------------------------------------------------------
      NET OPERATING INCOME         37,617    1,170,285     410,390  1,046,925     973,410    744,856  
- -----------------------------------------------------------------------------------------------------    
MORTGAGE INTEREST                 317,409      317,027     316,642    316,254     315,862    315,467      
MORTGAGE PRINCIPAL                 45,023       45,405      45,790     46,178      46,570     46,965      
ADDT'L MORTGAGE INTEREST                0            0     277,270          0           0          0      
LAND RENT                               0            0           0          0           0          0      
ADD'L LAND RENT                         0            0           0          0           0          0      
OTHER INT EXPENSE                       0            0           0          0           0          0      
- -----------------------------------------------------------------------------------------------------
   SUB-TOTAL OPERATING C.F.       324,815      807,853     299,312    684,493     610,978    382,424      
- -----------------------------------------------------------------------------------------------------
55 - NET MKT'G FUND                     0            0           0          0           0          0      
NET MEDIA FUND                          0            0           0          0           0          0
   OPERATING CASH FLOW           (324,815)     807,853    (229,312)   684,493     610,978    382,424      
TENANT IMPROVEMENTS               120,000       137000           0          0           0          0      
CAPITAL IMPROVEMENTS              300,000      340,000     280,000     36,000      45,000     50,000      
LEASE COMMISSIONS                       0            0           0          0           0          0      
CASH FLOW                        (744,815)     330,853    (509,312)   648,493     565,978    332,424      
=====================================================================================================                



- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                   Jul-96       Aug-96      Sep-96     Oct-96      Nov-96     Dec-96        TOTAL
==================================================================================================================        
<S>                              <C>         <C>         <C>         <C>        <C>        <C>         <C>
   INCOME
RENTAL INCOME                     758,409      761,307     767,582    769,419     817,603    818,317    9,510,665
PERCENTAGE RENT                    16,604       22,536      11,610     11,740      11,740     11,790      276,392
COMMON AREA                       283,167      282,612     285,954    295,698     295,700    295,700    3,453,865
FOOD COURT                         31,287       31,287      31,287     31,287      31,287     31,287      308,847
REAL ESTATE TAXES                 202,855      202,873     205,158    211,822     211,821    211,822    2,562,054
UTILITY                           110,791      110,251     111,426    113,546     114,965    120,303    1,359,755
OTHER TENANT                            0            0           0          0           0          0            0
MISCELLANEOUS                       5,210        5,210       5,210      5,210       5,210      5,210       62,520
- ------------------------------------------------------------------------------------------------------------------    
   TOTAL INCOME                 1,408,323    1,416,076   1,418,227  1,438,722   1,488,326  1,494,431   17,534,098
==================================================================================================================               

   EXPENSES  (BY MINOR CODE)  :

0 - ADMINISTRATIVE                 71,185       64,736      67,737     69,189      71,995     74,397      858,116
18 - CAM(OUTSIDE)                 234,920      235,664     231,795    223,565     226,381    220,081    2,931,978
19 - MAM(INSIDE)                        0            0           0          0           0          0            0
31 - CENTRAL PLANT                150,056      147,731     142,682     99,360     101,621     92,092    1,424,085
32 - CAM SPECIAL                        0            0           0          0           0          0            0
33 - OPERATING TENANT                   0       39,612           0          0           0          0       78,800
34 - OPERATING(MALL)                    0            0           0          0           0          0            0
35 - FOOD COURT                    24,935       26,935      24,935     28,935      26,935     24,935      341,220
REAL ESTATE TAXES               1,056,767            0           0          0           0          0    2,631,464
- ------------------------------------------------------------------------------------------------------------------    
   TOTAL EXPENSES               1,537,863      514,678     367,149    421,049     426,932    411,505    8,265,683
- ------------------------------------------------------------------------------------------------------------------
      NET OPERATING INCOME       (129,540)     901,398     951,078  1,017,673   1,061,394  1,082,926    9,268,415
- ------------------------------------------------------------------------------------------------------------------
MORTGAGE INTEREST                 315,069      314,667     314,262    313,854     313,442    313,026    3,782,981
MORTGAGE PRINCIPAL                 47,363       47,765      48,170     48,579      48,991     49,406      566,205
ADDT'L MORTGAGE INTEREST                0            0           0          0           0          0      227,270
LAND RENT                               0            0           0          0           0          0            0
ADD'L LAND RENT                         0            0           0          0           0          0            0
OTHER INT EXPENSE                       0            0           0          0           0          0            0
- ------------------------------------------------------------------------------------------------------------------
   SUB-TOTAL OPERATING C.F.      (491,972)     538,966     588,646    655,240     698,961    720,494    4,641,959
- ------------------------------------------------------------------------------------------------------------------
55 - NET MKT'G FUND                     0            0           0          0           0          0            0
NET MEDIA FUND                          0            0           0          0           0          0            0
- ------------------------------------------------------------------------------------------------------------------
   OPERATING CASH FLOW           (491,972)     538,966     588,646    655,240     698,961    720,494    4,641,959
- ------------------------------------------------------------------------------------------------------------------
TENANT IMPROVEMENTS                     0            0     100,000     60,000      50,000          0      467,000
CAPITAL IMPROVEMENTS               85,000            0           0          0           0          0    1,136,000
LEASE COMMISSIONS                       0            0           0          0           0          0            0
- ------------------------------------------------------------------------------------------------------------------
   CASH FLOW                     (576,972)     538,966     488,646    595,240     648,961    720,494    3,038,959
==================================================================================================================
                                                                                                          PAGE 23
</TABLE>

<PAGE>

<TABLE>
PAGE R-1         
Property  :  THE GALLERIA AT WHITE PLAINS        URBAN RETAIL PROPERTIES CO.             
COMPANY # :  9130                                1996 COMMERCIAL OPERATING BUDGET            DATE : 01-Sep-93
Square Feet  :  326,448                          SUMMARY OF RECOVERABLE EXPENSES             TIME : 05:04  PM
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                            TOTAL 1996           0         18          19         31           32                 
                                          BUDGETED EXP     ADMIN OUTSIDE  CAM INSIDE CAM CENT.  PLANT  CAM SPECIAL             
==================================================================================================================
<S>                                       <C>              <C>         <C>           <C>    <C>        <C>         
   EXPENSES:
Advertisement/Promotion                          1,040           0      1,040           0          0            0                 
Administration                                  69,800      45,628     24,172           0          0            0                 
Cleaning/Janitorial                          1,128,000           0    862,500           0          0            0                 
Building Decorating                             13,680           0     13,680           0          0            0                 
Lawn Maintenance                                60,800           0     60,800           0          0            0                 
Security                                       805,800           0    805,800           0          0            0                 
Rubbish Removal                                 34,200           0     24,000           0          0            0                 
Snow Removal                                     2,000           0      2,000           0          0            0                 
Parking Lot Repairs & Maint                      2,000           0      2,000           0          0            0                 
Building Repairs & Maint                     1,246,389       8,000    712,223           0    478,566            0                 
Payroll - Overhead                             179,034     102,051     76,983           0          0            0                 
        - Common Area Maintenance               56,636           0     56,636           0          0            0                 
        - Mall Area Maintenance                      0           0          0           0          0            0                 
        - Central Plant/HVAC                         0           0          0           0          0            0                 
        - Merchants Association                      0           0          0           0          0            0                 
        - Food Court                                 0           0          0           0          0            0                 
        - Met Labor Alloctn.                         0           0          0           0          0            0                 
Payroll Taxes & Benefits                        47,134      20,410     26,724           0          0            0                 
Other Operating Expenses                       108,236      99,836      8,400           0          0            0                 
                                                                                                         
Management Fees                                381,295     381,295          0           0          0            0                 
General Insurance                              184,761           0    184,761                      0            0                 
Professional Services                           96,514      96,514          0           0          0            0                 
Electricity                                  1,039,254      12,000    162,639           0    864,617            0                 
Gas/Fuel                                        80,902           0          0           0     80,902            0                 
Water/Sewer                                     96,720           0          0           0          0            0                 
Real Estate Taxes (Incl. Consultant Fees)    2,631,484           0          0           0          0            0                 
- ------------------------------------------------------------------------------------------------------------------
   TOTAL EXPENSES                            8,263,683     765,734  3,024,361           0  1,424,085            0                 
- ------------------------------------------------------------------------------------------------------------------
AMORTIZATION/DEPRECIATION                       56,770                 56,770           0                
TENANT IMPROVEMENTS                            467,000     467,000          0           0          0            0                 
Capital Improvements                         1,136,000   1,136,000     29,333           0          0            0                 
Lease Commissions                                    0           0          0           0          0            0                 
- ------------------------------------------------------------------------------------------------------------------
   TOTAL RECOVERABLE & ADMINIST. EXPENSES    9,925,453   2,368,734  3,110,464           0  1,424,085            0                 
==================================================================================================================
   PLUS ADMIN FEE (%)                                            -      15.00%                                                    
==================================================================================================================
   TOTAL BILLABLE EXPENSES                           0           0  3,377,034           0  1,424,085            0                 
==================================================================================================================                  
                                                         NOTES:
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                   33          34         35                                              TOTAL
                                                                     FOOD COURT       RET                              RECOV EXP
================================================================================================================================
<S>                                                 <C>         <C>  <C>               <C>         <C>          <C>    <C>
   EXPENSES:
Advertisement/Promotion                              0           0          0           0          0            0          1,040 
Administration                                       0           0          0           0          0            0         24,172 
Cleaning/Janitorial                                  0           0    265,500           0          0            0      1,128,000    
Building Decorating                                  0           0          0           0          0            0         13,680 
Lawn Maintenance                                     0           0          0           0          0            0         60,800 
Security                                             0           0          0           0          0            0        805,800    
Rubbish Removal                                      0           0     10,200           0          0            0         34,200 
Snow Removal                                         0           0          0           0          0            0          2,000 
Parking Lot Repairs & Maint                          0           0          0           0          0            0          2,000 
Building Repairs & Maint                             0           0     47,600           0          0            0      1,238,389    
Payroll - Overhead                                   0           0          0           0          0            0         76,985 
        - Common Area Maintenance                    0           0          0           0          0            0         56,636 
        - Mall Area Maintenance                      0           0          0           0          0            0              0 
        - Central Plant/HVAC                         0           0          0           0          0            0              0 
        - Merchants Association                      0           0          0           0          0            0              0 
        - Food Court                                 0           0          0           0          0            0              0 
        - Met Labor Alloctn.                         0           0          0           0          0            0              0 
Payroll Taxes & Benefits                             0           0          0           0          0            0         26,724 
Other Operating Expenses                             0           0          0           0          0            0          8,400 
                                                                                                                                 
Management Fees                                      0           0          0           0          0            0              0 
General Insurance                                    0           0          0           0          0            0        184,761    
Professional Services                                0           0          0           0          0            0              0 
Electricity                                          0           0          0           0          0            0      1,027,256    
Gas/Fuel                                             0           0          0           0          0            0         80,902 
Water/Sewer                                     78,800           0     17,920           0          0            0         96,720 
Real Estate Taxes (Incl. Consultant Fees)            0           0          0   2,631,484          0            0      2,631,484    
- --------------------------------------------------------------------------------------------------------------------------------    
                                                                                                                        
   TOTAL EXPENSES                               78,800           0    341,220   2,631,484          0            0      7,499,950    
- --------------------------------------------------------------------------------------------------------------------------------    
AMORTIZATION/DEPRECIATION                            0           0          0           0          0            0         56,770    
TENANT IMPROVEMENTS                                  0           0          0           0          0            0              0
Capital Improvements                                 0           0          0           0          0            0         29,333
Lease Commissions                                    0           0          0           0          0            0              0
- --------------------------------------------------------------------------------------------------------------------------------    
   TOTAL RECOVERABLE & ADMINIST. EXPENSES       78,800           0    341,220   2,631,484          0            0      7,586,053    
================================================================================================================================    
   PLUS ADMIN FEE (%)                                                   15.00%             
================================================================================================================================   
   TOTAL BILLABLE EXPENSES                      78,800           0    392,403   2,631,484          0            0      8,103,806    
================================================================================================================================    


TOTAL EXPENSES - RECOVERABLE AND ADMINISTRATIVE
- -----------------------------------------------
WITHOUT CAPITAL ACCOUNTS:        8265684

  WITH CAPITAL ACCOUNTS:         9954707

(The total expense amounts above should tie to the "TOTAL BUDGETED EXP" Column.)                                         
================================================================================================================================
                                                                                                                        PAGE 24
</TABLE>

<PAGE>

<TABLE>
Property  :  THE GALLERIA AT WHITE PLAINS        URBAN RETAIL PROPERTIES CO.         
COMPANY # :  9130                              1996 COMMERCIAL OPERATING BUDGET                               DATE : 01-SEP-95
Square Feet  :  326,448                          SUMMARY OF RECOVERABLE EXPENSES                                TIME : 05:04  PM

- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                            TOTAL 1996               0                 18                  19               31  
                                           BUDGETED EXP         ADMIN OUTSIDE      CAM INSIDE           CAM  CENT.        PLANT
=================================================================================================================================
<S>                                           <C>                    <C>              <C>                   <C>              <C> 
Newspaper Advertising          (6051)             0                  0                    0                 0                0   
Yellow Pages                   (6056)             0                  0                    0                 0                0   
Advertising - Brochures        (6059)             0                  0                    0                 0                0   
Other Advertising              (6058)             0                  0                    0                 0                0   
Advertising/Promo - Printing   (5650)             0                  0                    0                 0                0   
Advertising - Leasing          (6072)             0                  0                    0                 0                0   
Christmal Decor                (6075)             0                  0                    0                 0                0   
Marketing Survey & Research    (6077)             0                  0                    0                 0                0   
ASCAP                          (6080)         1,040                  0                1,040                 0                0   
Sign Rental                    (5479)             0                  0                    0                 0                0   
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ADVERTISING\PROMOTION                   1,040                  0                1,040                 0                0   
=================================================================================================================================
                                                                                                                                 
                                                                                                                                 
=================================================================================================================================
Office Equipment Purchase      (5394)           784                784                    0                 0                0   
Office Equipment R & M         (5270)         2,160              1,296                  864                 0                0   
Office Furniture/Equip.Rental  (5390)         6,840              4,104                2,736                 0                0   
Office Supplies - General      (5391)         8,160              4,896                3,264                 0                0   
Postage                        (5392)         4,800              2,880                1,920                 0                0   
Copier/Fax Rental              (5395)             0                  0                    0                 0                0   
Printing/Stationery            (5393)         3,900              2,340                1,560                 0                0   
Photocopy/Duplicating Exp      (5398)         3,000              3,000                    0                 0                0   
Telephone Equipment            (5450)         1,920              1,152                  768                 0                0   
Telephone Service              (5451)        16,656              9,996                6,660                 0                0   
Telephone Long Distance        (5452)         6,500              3,900                2,600                 0                0   
Answering Service              (5455)             0                  0                    0                 0                0   
Answering Service/Papers       (5456)         1,800                  0                1,800                 0                0   
Messenger Service/Overnight    (5460)         4,800              4,800                    0                 0                0   
Temporary Help                 (5542)         2,000                  0                2,000                 0                0   
Employment Agency Fees         (5685)             0                  0                    0                 0                0   
Tenant Audits                  (6200)         3,000              3,000                    0                 0                0   
Office Rent                    (5120)             0                  0                    0                 0                0   
Bank Charges/Lock Box Cost     (5640)             0                  0                    0                 0                0   
Sales Tax Prepayment Svc Fee   (5689)             0                  0                    0                 0                0   
Outside Services - SDT         (5478)           600                600                    0                 0                0   
Interviewing & Recruiting      (5544)             0                  0                    0                 0                0   
Bad Debts                      (5645)             0                  0                    0                 0                0   
Employee Transfers/Expenses    (5653)             0                  0                    0                 0                0   
                                                                                                                                 
- ---------------------------------------------------------------------------------------------------------------------------------
Subtotal Administrative                      66,920             42,748               24,172                 0                0   
- ---------------------------------------------------------------------------------------------------------------------------------
Area Admin Exp Alloc           (5396)             0                  0                    0                 0                0   
Regional Admin Exp Alloc       (5397)             0                  0                    0                 0                0   
- ---------------------------------------------------------------------------------------------------------------------------------
Subtotal Admin Allocations                        0                  0                    0                 0                0   
=================================================================================================================================
                                                                                                                            

- -------------------------------------------------------------------------------------------------------------------------------- 
<CAPTION>
                                                                                                                      
                                          32        33        34            35        RET                                TOTAL   
                                     CAM. SPECIAL                      FOOD COURT                                       RECOV EXP
=================================================================================================================================
<S>                                       <C>       <C>       <C>           <C>        <C>   <C>    <C>                <C>    
Newspaper Advertising                      0         0         0             0                                              0
Yellow Pages                               0         0         0             0                                              0
Advertising - Brochures                    0         0         0             0                                              0
Other Advertising                          0         0         0             0                                              0
Advertising/Promo - Printing               0         0         0             0                                              0
Advertising - Leasing                      0         0         0             0                                              0
Christmal Decor                            0         0         0             0                                              0
Marketing Survey & Research                0         0         0             0                                              0
ASCAP                                      0         0         0             0                                          1,040
Sign Rental                                0         0         0             0                                              0
                                      
TOTAL ADVERTISING\PROMOTION                0         0         0             0          0     0      0                  1,040
=================================================================================================================================


=================================================================================================================================
Office Equipment Purchase                  0         0         0             0                                              0
Office Equipment R & M                     0         0         0             0                                            864
Office Furniture/Equip.Rental              0         0         0             0                                          2,736
Office Supplies - General                  0         0         0             0                                          3,264
Postage                                    0         0         0             0                                          1,920
Copier/Fax Rental                          0         0         0             0                                              0
Printing/Stationery                        0         0         0             0                                          1,560
Photocopy/Duplicating Exp                  0         0         0             0                                              0
Telephone Equipment                        0         0         0             0                                            768
Telephone Service                          0         0         0             0                                          6,660     
Telephone Long Distance                    0         0         0             0                                          2,600
Answering Service                          0         0         0             0                                              0
Answering Service/Papers                   0         0         0             0                                          1,800
Messenger Service/Overnight                0         0         0             0                                              0
Temporary Help                             0         0         0             0                                          2,000
Employment Agency Fees                     0         0         0             0                                              0
Tenant Audits                              0         0         0             0                                              0
Office Rent                                0         0         0             0                                              0
Bank Charges/Lock Box Cost                 0         0         0             0                                              0
Sales Tax Prepayment Svc Fee               0         0         0             0                                              0
Outside Services - SDT                     0         0         0             0                                              0
Interviewing & Recruiting                  0         0         0             0                                              0
Bad Debts                                  0         0         0             0                                              0
Employee Transfers/Expenses                0         0         0             0                                              0
- --------------------------------------------------------------------------------------------------------------------------------    
Subtotal Administrative                    0         0         0             0          0     0      0                 24,172
- --------------------------------------------------------------------------------------------------------------------------------
Area Admin Exp Alloc                       0         0         0             0                                              0
Regional Admin Exp Alloc                   0         0         0             0                                              0
- --------------------------------------------------------------------------------------------------------------------------------
Subtotal Admin Allocations                 0         0         0             0          0     0      0                      0
=================================================================================================================================   
                                                                                                                          PAGE 25
</TABLE>

<PAGE>

PAGE R-3                                     

<TABLE>
Property :THE GALLERIA AT WHITE PLAINS             URBAN RETAIL PROPERTIES CO.                                DATE :  01-SEP-95
COMPANY #  :9130                                   1996 COMMERCIAL OPERATING BUDGET                            TIME : 05:04  PM
Square Feet : 326,448                              SUMMARY OF RECOVERABLE EXPENSES
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                               TOTAL 1996                0                18                  19          31
                                              BUDGETED EXP            ADMIN        OUTSIDE CAM          INSIDE CAM    CENT.PLANT
================================================================================================================================
<S>                             <C>                  <C>              <C>                  <C>              <C>           <C>
DP EQUIPMENT RENTAL             (5470)               1,200            1,200                0                0             0
DP PROGRAMMING EXPENSE          (5472)                   0                0                0                0             0
DP SUPPLIES                     (5476)                   0                0                0                0             0
DP MAINTENANCE                  (5476)                   0                0                0                0             0
DP TELECOMMUNICATION COSTS      (5453)               1,200            1,200                0                0             0
PC SOFTWARE & SUPPLIES          (5468)                 480              480                0                0             0
PC MAINTENANCE                  (5469)                   0                0                0                0             0
- ---------------------------------------------------------------------------------------------------------------------------------
Subtotal Computer Costs                              2,880            2,880                0                0             0
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL ADMINISTRATIVE                                69,800           45,628           24,172                0             0
=================================================================================================================================
Cleaning/Janitorial Services    (5200)           1,062,000                0          796,500                0             0
Cleaning Supplies               (5315)              66,000                0           66,000                0             0
                                                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL CLEANING/JANITORIAL                        1,128,000                0          862,500                0             0
=================================================================================================================================
Painting - Interior             (5215)               6,480                0            6,480                0             0
Painting - Exterior             (5208)                   0                0                0                0             0
Furniture Replcmnt  - Comm Area (5255)               7,200                0            7,200                0             0
Basic Renovation - Move-Ins     (5213)                   0                0                0                0             0
- ---------------------------------------------------------------------------------------------------------------------------------
BUILDING DECORATING                                 13,680                0           13,680                0             0
=================================================================================================================================
Landscaping/Grounds             (5250)                   0                0                0                0             0
Landscaping/Interior            (5251)                   0                0                0                0             0
Landscaping/Supplies            (5375)                   0                0                0                0             0
Landscaping-Contracted          (5252)              60,800                0           60,800                0             0
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL LAWN MAINTENANCE                              60,800                0           60,000                0             0
=================================================================================================================================
Security Service - Contract     (5480)             777,600                0          777,600                0             0
Security SUpplies               (5486)              28,200                0           28,200                0             0
Security Vehicle - Lease        (5487)                   0                0                0                0             0
Security Vehicle - Maint.       (5484)                   0                0                0                0             0
Uniform                         (5489)                   0                0                0                0             0
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL SECURITY                                     805,800                0          805,800                0             0
=================================================================================================================================
RUBBISH REMOVAL                 (5400)              34,200                0           24,000                0             0
=================================================================================================================================
SNOW REMOVAL/SALTING            (5420)               2,000                0            2,000                0             0
=================================================================================================================================
Parking Lot Repairs             (5240)                   0                0                0                0             0
Parking Lot Striping            (5241)               2,000                0            2,000                0             0
Parking Lot Light Maint         (5242)                   0                0                0                0             0
Parking Lot Sweeping            (5244)                   0                0                0                0             0
Offsite Parking                 (5243)                   0                0                0                0             0
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL PARKING LOT REP & MAINT                        2,000                0            2,000                0             0
=================================================================================================================================
                                                                                                                          
<CAPTION>
                                        32       33           34           35                                      TOTAL           
                                CAM SPECIAL                                        RET                           RECOV EXP         
=================================================================================================================================
<S>                                    <C>       <C>          <C>      <C>            <C>      <C>      <C>         <C>         
DP EQUIPMENT RENTAL                     0         0             0            0                                       0        
DP PROGRAMMING EXPENSE                  0         0             0            0                                       0        
DP SUPPLIES                             0         0             0            0                                       0        
DP MAINTENANCE                          0         0             0            0                                       0        
DP TELECOMMUNICATION COSTS              0         0             0            0                                       0        
PC SOFTWARE & SUPPLIES                  0         0             0            0                                       0        
PC MAINTENANCE                          0         0             0            0                                       0        
- --------------------------------------------------------------------------------------------------------------------------------
Subtotal Computer Costs                 0         0             0            0         0        0        0           0        
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL ADMINISTRATIVE                    0         0             0            0         0        0        0      24,172        
================================================================================================================================
Cleaning/Janitorial Services            0         0             0      265,500                               1,062,000        
Cleaning Supplies                       0         0             0            0                                  66,000        
                                                                                                                     0        
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL CLEANING/JANITORIAL               0         0             0      265,500         0        0        0       6,480        
================================================================================================================================
Painting - Interior                                                                                                           
Painting - Exterior                     0         0             0            0                                       0        
Furniture Replcmnt  - Comm Area         0         0             0            0                                   7,200        
Basic Renovation - Move-Ins             0         0             0            0        0        0        0            0        
- --------------------------------------------------------------------------------------------------------------------------------
BUILDING DECORATING                     0         0             0            0        0        0        0       13,800             
================================================================================================================================
Landscaping/Grounds                     0         0             0            0                                       0             
Landscaping/Interior                    0         0             0            0                                       0             
Landscaping/Supplies                    0         0             0            0                                       0             
Landscaping-Contracted                  0         0             0            0                                  60,800             
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL LAWN MAINTENANCE                  0         0             0            0                                  60,800             
================================================================================================================================
Security Service - Contract             0         0             0            0                                 777,600
Security SUpplies                       0         0             0            0                                  28,200             
Security Vehicle - Lease                0         0             0            0                                       0             
Security Vehicle - Maint.               0         0             0            0                                       0             
Uniform                                 0         0             0            0                                       0             
                                                                                              
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL SECURITY                          0         0             0            0        0        0        0      805,800             
================================================================================================================================
RUBBISH REMOVAL                         0         0             0       10,200                                  34,200
================================================================================================================================
SNOW REMOVAL/SALTING                    0         0             0            0                                   2,000
================================================================================================================================
Parking Lot Repairs                     0         0             0            0                                       0             
Parking Lot Striping                    0         0             0            0                                       0        
Parking Lot Light Maint                 0         0             0            0                                   2,000        
Parking Lot Sweeping                    0         0             0            0                                       0        
Offsite Parking                         0         0             0            0                                       0        
- --------------------------------------  0         0             0            0                                       0 
TOTAL PARKING LOT REP & MAINT           0         0             0            0                                   2,000             
================================================================================================================================
                                                                                                                          PAGE 26   
</TABLE>

<PAGE>




<TABLE>
<CAPTION>
PAGE #-4
           Property  :THE GALLERIA AT WHITE PLAINS           URBAN RETAIL PROPERTIES CO.                            DATE: 01-Sept-95
          Company #  :9130                                1996 COMMERCIAL OPERATING BUDGET                           TIME:  05:04 PM
       Square Feet   :326,448                             SUMMARY OF RECOVERAGLE EXPENSES
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    TOTAL 1996               0              18          19              31     
                                                    BUDGETED EXP           ADMIN       OUTSIDE CAM  INSIDE CAM     CENT. PLANT 
====================================================================================================================================
<S>                                  <C>             <C>                   <C>             <C>               <C>       <C>     
  Carpentry Repairs & Maint          (5245)             56,213                 0            56,213           0               0 
  HVAC Maintenance - Contract        (5222)              4,100                 0                 0           0           4,100 
  HVAC Repairs & Maint               (5220)            110,170                 0                 0           0         110,170 
  HVAC Filters                       (5227)             14,496                 0                 0           0          14,496 
  HVAC Supplies                      (5221)             24,000                 0                 0           0          24,000 
  Water Conditioner/Unit Rental      (5360)                  0                 0                 0           0               0 
  Electrical Repairs & Maint         (5225)             72,600                 0            72,600           0               0 
  General Repairs & Maint            (5210)             74,400                 0            44,400           0               0 
  General Supplies                   (5310)             20,400                 0            20,400           0               0 
  Maint Vehicle Lease Cost           (5211)                  0                 0                 0           0               0 
  Maint Vehicle Maintenance          (5212)                  0                 0                 0           0               0 
  Equipment Rental                   (5300)                  0                 0                 0           0               0 
  Equipment Repair & Maint           (5301)                  0                 0                 0           0               0 
  Exterminating                      (5410)             19,200                 0             9,600           0               0 
  Plumbing Repairs & Maint           (5235)             32,280                 0            32,280           0               0 
  Hardware, Keys & Locks             (5340)             10,500                 0            10,500           0               0 
  Maintenance Service Contract       (5483)            632,400                 0           322,200           0         310,200 
  Roof Repairs & Maintenance         (5246)              8,000             8,000                 0           0               0 
  Fire Protection & Sprinkler        (5281)             14,400                 0            14,400           0               0 
  Fountain Repairs & Maint           (5217)                  0                 0                 0           0               0 
  PA System Maintenance              (5303)                  0                 0                 0           0               0 
  Alarm System Maintenance           (5248)                  0                 0                 0           0               0 
  Uniforms                           (5316)                  0                 0                 0           0               0 
  Restrooms                          (5234)                  0                 0                 0           0               0 
  Energy Management                  (5304)             15,600                 0                 0           0          15,600 
  Seating and Table Repair           (5247)              8,000                 0                 0           0               0 
  Sign Repairs & Maintenance         (5260)              9,600                 0             9,600           0               0 
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal Building Repairs & Maint                    1,126,359             8,000           592,193           0         478,566 
- ------------------------------------------------------------------------------------------------------------------------------------
  Elevator/Escalator--Contract       (5230)            100,680                 0           100,680           0               0 
  Elevator/Escalator--Non-cont       (5231)             19,350                 0            19,350           0               0 
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal Elev/Esc Repairs & Maint                      120,030                 0           120,030           0               0 
====================================================================================================================================
TOTAL BUILDING REPAIRS & MAINTENANCE                 1,246,389             8,000           712,223           0         478,566 
====================================================================================================================================
Payroll, Salaries & Resources                                                                                                  
  Overhead                           (5001-56392)      179,036           102,051            76,985                             
  Common Area Maintenance            (5001-56390)       56,636                              56,636                             
  Mall Area Maintenance              (5001-56391)            0                                               0                 
  Central Plant/HVAC                 (5001-56394)            0                                                               0 
  Merchants Association              (5001-56397)            0                 0                                               
  Food Court                         (5001-56393)            0                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
  Sub-Total Payroll                                    235,672           102,051           133,621           0               0 
- ------------------------------------------------------------------------------------------------------------------------------------
Net Labor Allocation                                         0                 0                 0           0               0 
- ------------------------------------------------------------------------------------------------------------------------------------
NET PAYROLL                                            235,672           102,051           133,621           0               0 
====================================================================================================================================
                                                                                                                                


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                          32        33      34          35                                 TOTAL    
                                                      CAM SPECIAL                  FOOD COURT     RET                    RECOV EXP  
====================================================================================================================================
<S>                                  <C>                  <C>      <C>     <C>         <C>         <C>   <C>   <C>          <C>    
  Carpentry Repairs & Maint          (5245)                0        0       0            0                                56,213   
  HVAC Maintenance - Contract        (5222)                0        0       0            0                                 4,100   
  HVAC Repairs & Maint               (5220)                0        0       0            0                               110,170   
  HVAC Filters                       (5227)                0        0       0            0                                14,496   
  HVAC Supplies                      (5221)                0        0       0            0                                24,000   
  Water Conditioner/Unit Rental      (5360)                0        0       0            0                                     0   
  Electrical Repairs & Maint         (5225)                0        0       0            0                                72,600   
  General Repairs & Maint            (5210)                0        0       0       30,000                                74,400   
  General Supplies                   (5310)                0        0       0            0                                20,400   
  Maint Vehicle Lease Cost           (5211)                0        0       0            0                                     0   
  Maint Vehicle Maintenance          (5212)                0        0       0            0                                     0   
  Equipment Rental                   (5300)                0        0       0            0                                     0   
  Equipment Repair & Maint           (5301)                0        0       0            0                                     0   
  Exterminating                      (5410)                0        0       0        9,600                                19,200   
  Plumbing Repairs & Maint           (5235)                0        0       0            0                                32,280   
  Hardware, Keys & Locks             (5340)                0        0       0            0                                10,500   
  Maintenance Service Contract       (5483)                0        0       0            0                               632,400   
  Roof Repairs & Maintenance         (5246)                0        0       0            0                                     0   
  Fire Protection & Sprinkler        (5281)                0        0       0            0                                14,400   
  Fountain Repairs & Maint           (5217)                0        0       0            0                                     0   
  PA System Maintenance              (5303)                0        0       0            0                                     0   
  Alarm System Maintenance           (5248)                0        0       0            0                                     0   
  Uniforms                           (5316)                0        0       0            0                                     0   
  Restrooms                          (5234)                0        0       0            0                                     0   
  Energy Management                  (5304)                0        0       0            0                                15,600   
  Seating and Table Repair           (5247)                0        0       0        8,000                                 8,000   
  Sign Repairs & Maintenance         (5260)                0        0       0            0                                 9,600   
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal Building Repairs & Maint                               0       0      0       47,600         0   0     0        120,030    
- ------------------------------------------------------------------------------------------------------------------------------------
  Elevator/Escalator--Contract       (5230)                     0       0      0            0                             100,680   
  Elevator/Escalator-Non-cont        (5231)                     0       0      0            0                              19,350   
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal Elev/Esc Repairs & Maint                               0       0      0            0         0         0         120,030   
====================================================================================================================================
TOTAL BUILDING REPAIRS & MAINTENANCE                            0       0      0       47,600         0   0     0       1,238,389   
====================================================================================================================================
Payroll, Salaries & Resources                                                                                                       
  Overhead                           (5001-56392)                                                                          76,985   
  Common Area Maintenance            (5001-56390)                                                                          56,636   
  Mall Area Maintenance              (5001-56391)                                                                               0   
  Central Plant/HVAC                 (5001-56394)                                                                               0   
  Merchants Association              (5001-56397)                                                                               0   
  Food Court                         (5001-56393)                                           0                                   0   
- ------------------------------------------------------------------------------------------------------------------------------------
  Sub-Total Payroll                                             0       0      0            0         0   0     0         133,621   
- ------------------------------------------------------------------------------------------------------------------------------------
Net Labor Allocation                                            0       0      0            0         0   0     0               0   
- ------------------------------------------------------------------------------------------------------------------------------------
NET PAYROLL                                                     0       0      0            0         0   0     0         133,621   
====================================================================================================================================

                                                                                                                             Page 27

</TABLE>

<PAGE>

PAGE R-5
<TABLE>
<CAPTION>
             Property : THE GALLERIA AT WHITE PLAINS               URBAN RETAIL PROPERTIES CO.                      DATE: 01-Sept-95
             Company #: 9130                                   1996 COMMERCIAL OPERATING BUDGET                     TIME:   05:04 PM
           Square Feet: 326,448                                 SUMMARY OF RECOVERABLE EXPENSES                 
- ------------------------------------------------------------------------------------------------------------------------------------
                                             TOTAL 1996           0           18             19          31           32     33     
                                           BUDGETED EXP         ADMIN   OUTSIDE CAM    INSIDE CAM CENT. PLANT CAM SPECIAL           
====================================================================================================================================
<S>                                   <C>         <C>           <C>           <C>              <C>           <C>       <C>       <C>
  Labor Allocations-[CREDIT]          (4360)           0             0                                                              
  Labor Allocations-DEBIT             (5012)           0             0                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
Total Net Labor Allocation                             0             0             0           0             0         0         0  
====================================================================================================================================
PAYROLL TAXES & BENEFITS              (5040)      47,134        20,410        26,724           0             0         0         0  
====================================================================================================================================
  Coffee Room Expense                 (5070)       1,392         1,392             0           0             0         0         0  
  Office Supplies-Photographic        (5386)         240             0           240           0             0         0         0  
  Music Service                       (5440)       1,200             0         1,200           0             0         0         0  
  Carpet Rental/Entry Mets            (5465)           0             0             0           0             0         0         0  
  Sundry Outside Services             (5490)           0             0             0           0             0         0         0  
  Misc. Operating Expenses            (5590)       2,400             0         2,400           0             0         0         0  
  Landlord Rent Tax Expense           (5688)           0             0             0           0             0         0         0  
  Membership Dues                     (5620)       7,700         7,700             0           0             0         0         0  
  Merchants Association Dues          (5621)      85,264        85,264                                                              
  Subscriptions                       (5625)       1,080         1,080             0           0             0         0         0  
  Tuition Reimbursement               (5626)           0             0             0           0             0         0         0  
  Seminars/Meetings                   (5628)       1,600         1,600             0           0             0         0         0  
  PMC Awards Banquet                  (5619)           0             0             0           0             0         0         0  
  ICSC                                (5629)           0             0             0           0             0         0         0  
  Travel Expense - General            (5655)       1,200         1,200             0           0             0         0         0  
  Travel Expense - Airline            (5628)       1,600         1,600             0           0             0         0         0  
  T/E -- Entertainment                (5660)           0             0             0           0             0         0         0  
  Licenses/Permits/Insp. Fees         (5510)       4,560             0         4,560           0             0         0         0  
  Auto Use Fees                       (5546)           0             0             0           0             0         0         0  
  Auto Lease Fees                     (5665)           0             0             0           0             0         0         0  
  Vehicle Expense/Mgmt & Lsing        (5668)           0             0             0           0             0         0         0  
  Directory Expense                   (5580)           0             0             0           0             0         0         0  
  Gifts/Contributions                 (5616)           0             0             0           0             0         0         0  
  Energy Program Audits               (6201)           0             0             0           0             0         0         0  
  Valet Parking                       (5182)           0             0             0           0             0         0         0  
  Personal Property Taxes             (5505)           0             0             0           0             0         0         0  
  Carousel Expense                    (5681)           0             0             0           0             0         0         0  
  Information Booth Expense           (5638)           0             0             0           0             0         0         0  
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal Other Oper Exp                          108,236        99,836         8,400           0             0         0         0  
- ------------------------------------------------------------------------------------------------------------------------------------
  Vehicle Allocation                  (5669)           0             0             0           0             0         0         0  
  Vehicle R & M/Area & Regnl.         (5666)           0             0             0           0             0         0         0  
  Area Other Op Exp Alloc             (5597)           0             0             0           0             0         0         0  
  Regional Other Op Exp Alloc         (5598)           0             0             0           0             0         0         0  
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal Other Op Exp Alloc                            0             0             0           0             0         0         0  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER OPERATING EXPENSE                    108,236        99,836         8,400           0             0         0         0  
====================================================================================================================================


<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                 34       35                                    TOTAL    
                                                     FOOD COURT     RET                       RECOV EXP  
======================================================================================================= 
<S>                                 <C>             <C>       <C>       <C>       <C>       <C>  <C>    
  Labor Allocations-[CREDIT]        (4360)                                                            0 
  Labor Allocations-DEBIT           (5012)                                                            0 
- ------------------------------------------------------------------------------------------------------- 
Total Net Labor Allocation                          0         0         0         0         0         0 
======================================================================================================= 
PAYROLL TAXES & BENEFITS            (5040)          0         0         0         0         0    26,724 
======================================================================================================= 
  Coffee Room Expense               (5070)          0         0                                       0 
  Office Supplies-Photographic      (5386)          0         0                                     240 
  Music Service                     (5440)          0         0                                   1,200 
  Carpet Rental/Entry Mets          (5465)          0         0                                       0 
  Sundry Outside Services           (5490)          0         0                                       0 
  Misc. Operating Expenses          (5590)          0         0                                   2,400 
  Landlord Rent Tax Expense         (5688)          0         0                                       0 
  Membership Dues                   (5620)          0         0                                       0 
  Merchants Association Dues        (5621)                                                            0 
  Subscriptions                     (5625)          0         0                                       0 
  Tuition Reimbursement             (5626)          0         0                                       0 
  Seminars/Meetings                 (5628)          0         0                                       0 
  PMC Awards Banquet                (5619)          0         0                                       0 
  ICSC                              (5629)          0         0                                       0 
  Travel Expense - General          (5655)          0         0                                       0 
  Travel Expense - Airline          (5628)          0         0                                       0 
  T/E -- Entertainment              (5660)          0         0                                       0 
  Licenses/Permits/Insp. Fees       (5510)          0         0                                   4,560 
  Auto Use Fees                     (5546)          0         0                                       0 
  Auto Lease Fees                   (5665)          0         0                                       0 
  Vehicle Expense/Mgmt & Lsing      (5668)          0         0                                       0 
  Directory Expense                 (5580)          0         0                                       0 
  Gifts/Contributions               (5616)          0         0                                       0 
  Energy Program Audits             (5201)          0         0                                       0 
  Valet Parking                     (5182)          0         0                                       0 
  Personal Property Taxes           (5505)          0         0                                       0 
  Carousel Expense                  (5681)          0         0                                       0 
  Information Booth Expense         (5638)          0         0                                       0 
- ------------------------------------------------------------------------------------------------------- 
Subtotal Other Oper Exp                             0         0         0         0         0     8,400 
- ------------------------------------------------------------------------------------------------------- 
  Vehicle Allocation                (5669)          0         0                                       0 
  Vehicle R & M/Area & Regnl.       (5666)          0         0                                       0 
  Area Other Op Exp Alloc           (5597)          0         0                                       0 
  Regional Other Op Exp Alloc       (5598)          0         0                                       0 
- ------------------------------------------------------------------------------------------------------- 
Subtotal Other Op Exp Alloc                         0         0         0         0         0         0 
- ------------------------------------------------------------------------------------------------------- 
TOTAL OTHER OPERATING EXPENSE                       0         0         0         0         0     8,400 
======================================================================================================= 
                                                                                                PAGE 28
======================================================================================================= 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PAGE R-6
                                                                    URBAN RETAIL PROPERTIES CO.                     DATE: 01-Sept-95
                 Property :THE GALLERIA AT WHITE PLAINS          1996 COMMERCIAL OPERATING BUDGET                   TIME:   05:04 PM
                Company # :9130                                   SUMMARY OF RECOVERABLE EXPENSES
              Square Feet :326,448


- ------------------------------------------------------------------------------------------------------------------------------------
                                         TOTAL 1996              0        18           19            31          32      33      34
                                         BUDGETED EXP        ADMIN  OUTSIDE CAM   INSIDE CAM   CENT. PLANT  CAM SPECIAL             
====================================================================================================================================
<S>                               <C>         <C>          <C>          <C>            <C>         <C>         <C>       <C>  <C>   
  Incentive Manageemnt Fees       (5531)            0                                                                               
  Management Fes                  (5530)      381,295      381,295                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL MANAGEMNT FEES                          381,295      381,295            0             0            0                 0       0
====================================================================================================================================
  Property Coverage               (6000)       28,081            0       28,081             0            0                 0       0
  Earthquake Coverage             (6001)            0            0            0             0            0                 0       0
  Worker's Compensation           (6002)        9,103            0        9,103             0            0                 0       0
  Employee Fidelity Bond          (6003)            0            0            0             0            0                 0       0
  Umbrella Liability Coverage     (6004)        6,558            0        6,558             0            0                 0       0
  Misc. Insurance Coverage        (6005)            0            0            0             0            0                 0       0
  General Liability Coverage      (6006)      141,019            0      141,019             0            0                 0       0
  Automobile Insurance            (6007)            0            0            0             0            0                 0       0
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL GENERAL INSURANCE                       184,761            0      184,761             0            0                 0       0
====================================================================================================================================
  Prof - Svcs. - audit            (5602)       20,000       20,000            0             0            0                 0       0
  Prof - Svcs. - Consultant       (5604)            0            0            0             0            0                 0       0
  Prof. Svcs. - Other             (5606)       19,010       19,010            0             0            0                 0       0
  Prof. Svcs. - Tenant Co-or      (5607)       19,500       19,500            0             0            0                 0       0
  Prof. Svcs. - Legal             (5610)       38,004       38,004            0             0            0                 0       0
  Collection Fees                 (5611)            0            0            0             0            0                 0       0
  Accounting Fees                 (5540)            0            0            0             0            0                 0       0
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL PROFESSIONAL SERVICES                    96,514       96,514            0             0            0                 0       0
====================================================================================================================================
  HVAC Utility                    (5165)            0            0            0             0            0                 0       0
  Electricity                     (5160)    1,027,256            0      162,639             0      864,617                 0       0
  Electricity - Vacant Units      (5162)       12,000       12,000            0             0            0                 0       0
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL ELECTRICITY                           1,039,256       12,000      162,639             0      864,617                 0       0
====================================================================================================================================
  GAS/FUEL                        (5150)       80,902            0            0             0       80,902                 0       0
  Gas - Vacant Units              (5151)            0            0            0             0            0                 0       0
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL GAS/FUEL                                 80,902            0            0             0       80,902                 0       0
====================================================================================================================================
  Water                           (5170)       78,800            0            0             0            0                 0  78,800
  Water System Repairs & Maint    (5280)            0            0            0             0            0                 0       0
  Sewer                           (5175)            0            0            0             0            0                 0       0
  Sewer System Repairs & Maint    (5285)       17,920            0            0             0            0                 0       0
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL WATER/SEWER                              96,720            0            0             0            0                 0  78,800
====================================================================================================================================
  Real Estate Taxes               (5500)    2,629,484                                                                               
  Real Estate Consultant Fees     (5502)        2,000                                                                               
TOTAL REAL ESTATE TAX EXPENSE               2,631,484            0            0             0            0                 0       0
====================================================================================================================================
MORTGAGE INTEREST                 (5700)    3,782,981    3,782,981                                                                  
MORTGAGE PRINCIPAL                (2600)      566,205      566,205                                                                  
ADDITIONAL MORTGAGE INTEREST      (5702)      277,270      277,270                                                                  
OTHER INTEREST EXPENSE            (5710)            0            0                                                                  
LAND RENT                         (5100)            0            0                                                                  
ADDITIONAL LAND RENT              (5102)            0            0                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL DEBT SERVICE                          4,626,456    4,626,456            0             0            0                0        0
====================================================================================================================================

====================================================================================================================================


<CAPTION>
- --------------------------------------------------------------------------------------------------------------     
                                                      35                                               TOTAL      
                                                 FOOD COURT     RET                                  RECOV EXP    
==============================================================================================================     
<S>                                               <C>            <C>             <C>         <C>      <C>           
  Incentive Manageemnt Fees                                                                                0     
  Management Fes                                                                                           0     
- --------------------------------------------------------------------------------------------------------------     
TOTAL MANAGEMNT FEES                                   0            0            0            0            0     
==============================================================================================================     
  Property Coverage                                    0                                              28,081     
  Earthquake Coverage                                                                                      0     
  Worker's Compensation                                0                                               9,103     
  Employee Fidelity Bond                                                                                   0     
  Umbrella Liability Coverage                          0                                               6,558     
  Misc. Insurance Coverage                                                                                 0     
  General Liability Coverage                           0                                             141,019     
  Automobile Insurance                                                                                     0     
- --------------------------------------------------------------------------------------------------------------     
TOTAL GENERAL INSURANCE                                0            0            0            0      184,761     
==============================================================================================================     
  Prof - Svcs. - audit                                 0                                                   0     
  Prof - Svcs. - Consultant                            0                                                   0     
  Prof. Svcs. - Other                                  0                                                   0     
  Prof. Svcs. - Tenant Co-or                           0                                                   0     
  Prof. Svcs. - Legal                                  0                                                   0     
  Collection Fees                                      0                                                   0     
  Accounting Fees                                      0                                                   0     
- --------------------------------------------------------------------------------------------------------------     
TOTAL PROFESSIONAL SERVICES                            0            0            0            0            0     
==============================================================================================================     
  HVAC Utility                                         0                                                   0     
  Electricity                                          0                                           1,027,256     
  Electricity - Vacant Units                           0                                                   0     
- --------------------------------------------------------------------------------------------------------------     
TOTAL ELECTRICITY                                      0            0            0            0    1,027,256     
==============================================================================================================     
  GAS/FUEL                                             0                                              80,902     
  Gas - Vacant Units                                   0                                                   0     
- --------------------------------------------------------------------------------------------------------------     
TOTAL GAS/FUEL                                         0            0            0            0       80,902     
==============================================================================================================     
  Water                                                0                                              78,800     
  Water System Repairs & Maint                         0                                                   0     
  Sewer                                                0                                                   0     
  Sewer System Repairs & Maint                    17,920                                              17,920     
- --------------------------------------------------------------------------------------------------------------     
TOTAL WATER/SEWER                                 17,920            0            0            0       96,720     
==============================================================================================================     
  Real Estate Taxes                                         2,629,484                              2,629,484     
  Real Estate Consultant Fees                                   2,000                                  2,000     
TOTAL REAL ESTATE TAX EXPENSE                          0    2,631,484            0            0    2,631,484     
==============================================================================================================     
MORTGAGE INTEREST                                                                                          0     
MORTGAGE PRINCIPAL                                                                                         0     
ADDITIONAL MORTGAGE INTEREST                                                                               0     
OTHER INTEREST EXPENSE                                                                                     0     
LAND RENT                                                                                                  0     
ADDITIONAL LAND RENT                                                                                       0     
- --------------------------------------------------------------------------------------------------------------     
TOTAL DEBT SERVICE                                     0            0            0            0            0     
==============================================================================================================     
                                                                                                       PAGE 29              
==============================================================================================================     
</TABLE>


<PAGE>

PAGE R-7
<TABLE>
<CAPTION>
               Property: THE GALLERIA AT WHITE PLAINS              URBAN RETAIL PROPERTIES CO.                      DATE: 01-Sept-95
              Company #: 9130                                    1996 COMMERCIAL OPERATING BUDGET                   TIME:   05:04 PM
            Square Feet: 326,448                                 SUMMARY OF RECOVERABLE EXPENSES
                               
                             


                                             TOTAL 1996       0        18           19          31           32          33         
                                            BUDGETED EXP     ADMIN OUTSIDE CAM  INSIDE CAM  CENT. PLANT  CAM SPECIAL                
<S>                                          <C>         <C>                 <C>         <C>         <C>         <C>         <C>    
Tenant Improvements                 (1485)     467,000     467,000                                                                  
Asbestos Removal Costs              (5216)           0           0                                                                  
Lease Buyout Expense                (5552)           0           0                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL TENANT IMPROVEMENTS                      467,000     467,000           0           0           0           0           0      
====================================================================================================================================
Buildings & Improvements            (1430)   1,136,000   1,136,000                                                                  
PC's & Equipment                    (1440)           0           0           0           0           0           0           0      
Operating Equipment                 (1450)           0           0           0           0           0           0           0      
Autos & Trucks                      (1460)           0           0           0           0           0           0           0      
Telephone Equipment                 (1465)           0           0           0           0           0           0           0      
Office Furnishings                  (1470)           0           0           0           0           0           0           0      
Environmntal Costs                  (1439)           0           0                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITAL IMPROVEMENTS                   1,136,000   1,136,000           0           0           0           0           0      
====================================================================================================================================
Lease Comm Pay Outside Broker       (5555)           0                                                                              
Lease Comm Pay to Mgmt Co           (5550)           0                                                                              
Lease Expense - Other               (5551)           0           0           0           0           0           0           0      
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL LEASE COMMISSIONS                              0           0           0           0           0           0           0      
====================================================================================================================================


<CAPTION>
                                            34         35                                               TOTAL   
                                                   FOOD COURT       RET                               RECOV EXP 
<S>                                             <C>         <C>         <C>         <C>         <C>         <C> 
Tenant Improvements                 (1485)                                                                  0   
Asbestos Removal Costs              (5216)                                                                  0   
Lease Buyout Expense                (5552)                                                                  0   
- -------------------------------------------------------------------------------------------------------------   
TOTAL TENANT IMPROVEMENTS                       0           0           0           0           0           0   
=============================================================================================================   
Buildings & Improvements            (1430)                                                                  0   
PC's & Equipment                    (1440)      0           0                                               0   
Operating Equipment                 (1450)      0           0                                               0   
Autos & Trucks                      (1460)      0           0                                               0   
Telephone Equipment                 (1465)      0           0                                               0   
Office Furnishings                  (1470)      0           0                                               0   
Environmntal Costs                  (1439)                                                                  0   
- -------------------------------------------------------------------------------------------------------------   
TOTAL CAPITAL IMPROVEMENTS                      0           0           0           0           0           0   
=============================================================================================================   
Lease Comm Pay Outside Broker       (5555)                                                                  0   
Lease Comm Pay to Mgmt Co           (5550)                                                                  0   
Lease Expense - Other               (5551)      0           0                                               0   
- -------------------------------------------------------------------------------------------------------------   
TOTAL LEASE COMMISSIONS                         0           0           0           0           0           0   
=============================================================================================================   




                                                                                                      PAGE 30
=============================================================================================================   
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
PAGE  B-3                   Co#:  9130        DATE:      01-Sep-95     1996 COMMERCIAL OPERATING BUDGET  
- -----------------------------------------------------------------------------------------------------------------------------
                                              Jan-96        Feb-96      Mar-96     Apr-96      May-96     Jun-96     Jul-96         
=============================================================================================================================
<S>                                          <C>         <C>           <C>        <C>         <C>         <C>        <C>            
        OCCUPANCY
% Occupancy                                    92,36%        79.96%      79.96%     80.48%      81.08%      81.08%     80.32%       
Sq. Ft. GLA Occupied                         301,498       261,033     261,033    262,725     264,688     264,688    262,190        
Sq. Ft. GLA Vacant                            24,950        65,415      65,415     63,723      61,760      61,760     64,258        
=============================================================================================================================
INCOME:                                     
Base Rent                        (4001)      769,414       734,847     734,847    741,146     750,454     750,454    744,209        
CPI Income                       (4021)            0             0           0          0           0           0          0        
Temporary Kiosk Income           (4006)       13,950        13,950      13,950     13,950      13,950      13,950     13,950        
Lease Termination Charges        (4078)            0       251,266           0          0           0           0          0        
Storage Charges                  (4008)          650           250         250        250         250         250        250        
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RENT                                   784,014     1,000,313     749,047    755,346     764,654     764,654    758,409        
=============================================================================================================================


<CAPTION>
                            Property:  THE GALLERIA AT WHITE PL            Sq. Ft.:          326,448                05:06 PM 
- -----------------------------------------------------------------------------------------------------------------------------
                                              Aug-96       Sep-96      Oct-96     Nov-96      Dec-96     TOTAL     1995 PROJ      
=============================================================================================================================
<S>                                          <C>           <C>         <C>        <C>         <C>       <C>        <C>              
        OCCUPANCY                                
% Occupancy                                    80.08%        80.94%      80.94%     83.45%      83.45%      82.01%     91.98%       
Sq. Ft. GLA Occupied                         261,432       264,237     264,237    272,414     272,414                300,488        
Sq. Ft. GLA Vacant                            65,016        62,211      62,211     54,034      54,034                               
=============================================================================================================================
INCOME:                                                                                                                             
Base Rent                        (4001)      747,107       753,382     755,219    774,553     775,267   9,030,899  9,155,440        
CPI Income                       (4021)            0             0           0          0           0           0          0        
Temporary Kiosk Income           (4006)       13,950        13,950      13,950     42,800       42,80     225,100    262,700        
Lease Termination Charges        (4078)            0             0           0          0           0     251,266          0        
Storage Charges                  (4008)          250           250         250        250         250       3,400      7,800        
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RENT                                   761,307       767,582     769,419    817,603     818,317   9,510,665  9,425,940        
=============================================================================================================================
                         NOTES:  (4001)   BASED UPON LEASING PROJECTIONS.
                                 (4006)   SEVEN TEMPORARY PUSHCARTS AT $1,000/MONTH EACH FOR JAN THRU OCT AND $10,000-$12,000 
                                          EACH DURING HOLIDAY SEASON. ALSO, INCLUDES TWO TEMPORARY TENANTS $6950 PER 
                                          MONTH/$15,600 DURING HOLIDAY SEASON.
                                 (4008)   TENANT STORAGE INCOME FROM SBARRO (JAN) AND THINGS REMMBERED.
                                 (4078)   TERMINATION FEE TO BE PAID BY MELVILLE FOR "GARAGE" SPACE $251,266/FEBRUARY.
</TABLE>


<TABLE>
<CAPTION>
                                              Jan-96        Feb-96      Mar-96     Apr-96      May-96     Jun-96     Jul-96         
=============================================================================================================================
<S>                                          <C>         <C>           <C>        <C>         <C>         <C>        <C>            
=============================================================================================================================
Percentage Rental Income         (4002)       15,717        20,188      46,657     81,132      13,339      13,339     16,604  
=============================================================================================================================


<CAPTION>
                                              Aug-96       Sep-96      Oct-96     Nov-96      Dec-96     TOTAL     1995 PROJ      
=============================================================================================================================
<S>                                          <C>           <C>         <C>        <C>         <C>       <C>        <C>              
Percentage Rental Income         (4002)       22,536        11,610      11,740     11,740      11,790     276,392    394,100
=============================================================================================================================
                         NOTES:  (4002)   LEASE YEAR ENDED JANUARY 1996 COLLECTED IN APRIL 1996.
</TABLE>


<TABLE>
<CAPTION>
                                              Jan-96        Feb-96      Mar-96     Apr-96      May-96     Jun-96     Jul-96         
=============================================================================================================================
<S>                                          <C>         <C>           <C>        <C>         <C>         <C>        <C>            
=============================================================================================================================
Common Area Maintenance          (4022)      318,371       281,496     281,496    283,513     275,272     274,886    283,167
Mall Area Maintenance            (4023)            0             0           0          0           0           0          0
Escalation Charges               (4020)            0             0           0          0           0           0          0
Food Court Charges               (4024)       29,110        25,377      25,377     25,377       7,942       7,942     31,287
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON AREA INCOME                     347,481       306,873     306,873    308,890     283,214     282,828    314,454
=============================================================================================================================


<CAPTION>
                                              Aug-96       Sep-96      Oct-96     Nov-96      Dec-96     TOTAL     1995 PROJ      
=============================================================================================================================
<S>                                          <C>           <C>         <C>        <C>         <C>       <C>        <C>              
Common Area Maintenance          (4022)      282,612       285,954     295,698    295,700   295,700   3,453,865  3,800,891  
Mall Area Maintenance            (4023)            0             0           0          0           0           0             
Escalation Charges               (4020)            0             0                      0           0           0             
Food Court Charges               (4024)       31,287        31,287      31.287     31,287      31,287     308,847    280,594  
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL COMMON AREA INCOME                     313,899       317,241     326,985    326,987     326,987   3,762,712  4,081,485  
=============================================================================================================================
                         NOTES:  (4022)   1995 LUMP SUM CREDIT ADJUSTMENT OF $(21,421) BUDGETED 50% IN MAY AND 50% IN JUNE.
                                          NEW MONTHLY CHARGES BUDGETED AS OF 1/1/96 BASED UPON 1996 BUDGETED EXPENSES.
                                 (4024)   1995 LUMP SUM CREDIT ADJUSTMENT $(37,978) BUDGETED 50% IN MAY AND 50% IN JUNE.
                                          NEW MONTHLY CHARGES BUDGETED AS OF 1/1/96 BASED UPON 1996 BUDGETED EXPENSES.
</TABLE>


<TABLE>
<CAPTION>
                                              Jan-96        Feb-96      Mar-96     Apr-96      May-96     Jun-96     Jul-96         
=============================================================================================================================
<S>                                          <C>         <C>           <C>        <C>         <C>         <C>        <C>            
=============================================================================================================================
REAL ESTATE TAX INCOME           (4040)      231,745       201,474     201,474    202,853     239,079     239,078    202,855 
=============================================================================================================================


<CAPTION>
                                              Aug-96       Sep-96      Oct-96     Nov-96      Dec-96     TOTAL     1995 PROJ      
=============================================================================================================================
<S>                                          <C>           <C>         <C>        <C>         <C>       <C>        <C>              
REAL ESTATE TAX INCOME           (4040)      202,873       205,158     211,822    211,821     211,822   2,562,054  2,631,151
=============================================================================================================================
                         NOTES:  (4040)   1995 LUMP SUM ADJUSTMENT BILLING OF $68,721 BUDGETED 50% IN MAY AND 50% IN JUNE.
                                          NEW MONTHLY CHARGES BUDGETED AS OF 1/1/96 BASED UPON 1996 BUDGETED EXPENSES.



                                                                                                                      PAGE 31
=============================================================================================================================

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 1
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                         CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>               <C>         <C>     <C>
KOI-02 SILVER AND GOLD C     156   NOV 01, 94   39,999   NOV 01, 95  256.41    400,000         CAM 01      .0636
                                   DEC 31, 97   42,000   NOV 01, 96  269.23      10.00         RET 02      .0524
                                                                             (STEP-UP)

K02-02 SUNGLASS HUT          156   DEC 01, 94   39,999   DEC 01, 94  256.41    500,000         CAM 01      .0636
                                   JAN 31, 00   42,999   DEC 01, 96  275.64       8.00         RET 02      .0524
                                                                              STEP-UP)

K03-01 JEWEL HUT             156   MAY 01, 95   39,999   MAY 01, 95  256.41    400,000         CAM 84000   .0636
                                   APR 30, 00   42,000   MAY 01, 98  269.23      10.00         RET 02      .0524
                                                                             (STEP-UP)

K04-01 VALENTI FRAGRANCE     156   NOV 14, 90   42,000   DEC 01, 95  269.23    420,000         CAM 03      .0636
                                   JUL 31, 96                                    10.00         RET 02      .0524

K05-01 QUINTEX MOBILE CO     163   NOV 01, 93                                                  CAM 03      .0664
                                   DEC 31, 95                                                  RET 02      .0547

K06-01 ROSE JEWELRY          166   NOV 01, 89   39,999   NOV 01, 94  240.96    500,000         CAM 03      .0676
                                   OCT 31, 99   42,999   NOV 01, 96  259.04       8.00         RET 02      .0558
                                                                             (STEP-UP)

K07-04 THE VITAMIN WORKS     163   DEC 01, 95   39,999   DEC 01, 95  245.40
                                   DEC 31, 00   42,000   DEC 01, 98  257.67

KO8-04 SUNGLASS SOURCE       166   JUL 01, 94   32,000   JUL 01, 94  192.77    320,000         CAM 04      .0558
                                   DEC 31, 99   35,000   JAN 01, 97  210.84      10.00         RET 02      .0558
                                                38,000   JAN 01, 98  228.92  (STEP-UP)
0101  VACANT UNIT         26,100

0106-02 LIBERTY TRAVEL     1,100   SEP 12, 80                                                  CAM 04      .2603
                                   JAN 31, 96                                                  RET 02      .2603

0110  VACANT UNIT         15,451

0113-01 EMIGRANT SAVINGS  10,000   AUG 06, 80  279,999   AUG 01, 80   28.00          0         CAM 04     3.3587   3/5YR
                                   JAN 31, 06                                     0.00         RET 02     3.3587

0201-01 SOFTWARE ETC.      1,808   JAN 27, 87   59,664   FEB 01, 92   33.00  1,193,280         CAM 03      .7367
                                   JAN 31, 97                                     5.00         RET 02      .6073

0202-02 SAM GOODY          4,807   FEB 01, 91  177,858   FEB 01, 94   37.00  2,540,842         CAM 03     1.9588
                                   JAN 31, 98                                     7.00         RET 05     1.6145

0205-02 RADIO SHACK        3,157   FEB 01, 93   78,924   FEB 01, 96   25.00  1,984,086         CAM 03     1.2791
                                   JAN 31, 03                                     3.00         RET 02     1.0604
                                                                             (STEP-UP)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 2
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>               <C>         <C>     <C>

0206-02 GENERAL NUTRITION  1,944   FEB 01, 91   69,999   FEB 01, 96   36.01  1,000,000         CAM 03      .7922
                                   JAN 31, 00                                     7.00         RET 02      .6529

0209-04 MY FAVORITE MUFFI    750   DEC 01, 95   45,999   DEC 01, 95   61.33
                                   NOV 30, 03   50,000   DEC 01, 97   66.67
                                                54,000   DEC 01, 99   72.00
                                                57,999   DEC 01, 01   77.33

0210-02 WALDENBOOKS #1340  4,833   FEB 01, 91  159,489   FEB 01, 96   33.00  2,658,150         CAM 03     1.9582
                                   JAN 31, 01                                     6.00         RET 02     1.6233

0213-05 CLAIRE'S BOUTIQUE    717   NOV 01, 92   50,190   NOV 01, 95   70.00    627,375         CAM 03      .2196
                                   DEC 31, 02   53,775   NOV 01, 99   75.00       8.00         RET 02      .2408
                                                                             (STEP-UP)

0214-02 JEAN'S HALLMARK    2,829   AUG 22, 80  113,160   SEP 01, 95   40.00  1,414,500         CAM 03     1.1462
                                   JAN 31, 99                                     8.00         RET 02      .9502

0218  VACANT UNIT            603

0221-02 CINNABON             925   NOV 15, 90   46,999   DEC 01, 95   50.81    587,500         CAM 03      .3769
                                   NOV 30, 98                                     8.00         RET 02      .3107

0222  VACANT UNIT          2,036

0225-02 GREAT AMERICAN CO    675   SEP 01, 92   54,999   FEB 01, 96   81.48    550,000         CAM 04      .2267
                                   JUN 30, 02   60,000   FEB 01, 99   88.89      10.00         RET 02      .2267
                                                                             (STEP-UP)

0226-01 QUICK -N- NATURAL    331   OCT 01, 82   32,000   FEB 01, 90   96.68    260,000         CAM 03      .1349
                                   JAN 31, 00                                    10.00         RET 02      .1112

0229-01 MR GREEN JEANS     6,500   OCT 07, 80   97,500   OCT 01, 80   15.00                    CAM 03     2.3702    1/5YR
                                   JAN 31, 01                                                  RET 02     1.9904

0230-02 MANCHU WOK           845   DEC 01, 91   57,999   DEC 01, 94   68.64    828,571         CAM 06      .3111
                                   JAN 31, 02   60,999   DEC 01, 98   72.19       7.00         RET 02      .2838
                                                                             (STEP-UP)
0233  VACANT UNIT          1,747

0234-02 ARTHUR TREACHERS     561   FEB 28, 93   54,999   FEB 01, 93   98.04    750,000         CAM 03      .2286
                                   MAR 31, 03   60,000   APR 01, 96  106.95      10.00         RET 02      .1884
                                                65,000   APR 01, 00  115.86  (STEP-UP)

0237-01 GENROKU            1,323   MAY 23, 80                                                  CAM 03      .5391
                                   JAN 31, 96                                                  RET 02      .4444

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 3
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>               <C>         <C>     <C>

0238-03 BIZZARRE PIZZERIA    607   OCT 01, 89   54,630   FEB 01, 96   90.00    546,300         CAM 03      .2473
                                   SEP 30, 05   62,824   OCT 01, 98  103.50      10.00         RET 02      .2039
                                                80,730   OCT 01, 00  133.00  (STEP-UP)
                                                87,408   OCT 01, 02  144.00

0241-02 ACROPOLIS            519   FEB 01, 96   42,999   FEB 01, 96   82.85    430,000
                                   JAN 31, 06   45,000   FEB 01, 99   86.71      10.00
                                                47,000   FEB 01, 03   90.56  (STEP-UP)

0242-02 ROY ROGERS         1,200   OCT 01, 89  111,600   OCT 01, 95   93.00  1,860,000         CAM 03       .489
                                   SEP 30, 05  123,600   OCT 01, 98  103.00       6.00         RET 02       .403
                                               143,199   OCT 01, 00  119.33  (STEP-UP)
                                               156,300   OCT 01, 02  130.25

0245-02 J.B.'S TEXAS GRIL    472   FEB 01, 96   42,999   FEB 01, 96   91.10    430,000
                                   JAN 31, 06   45,000   FEB 01, 99   95.34      10.00
                                                47,000   FEB 01, 03   95.58  (STEP-UP)

0249-03 BIG EASY CAJUN       414   NOV 21, 95   48,000   NOV 01, 95  115.94    600,000
                                   JAN 31, 06   51,000   NOV 01, 98  123.19       8.00
                                                54,000   NOV 01, 02  130.43  (STEP-UP)

0250-03 EVERYTHING YOGURT    455   OCT 01, 89   40,950   OCT 01, 95   90.00    409,500         CAM 03      .1854
                                   SEP 30, 05   47,092   OCT 01, 98  103.50      10.00         RET 02      .1528
                                                66,429   OCT 01, 00  146.00  (STEP-UP)
                                                75,075   OCT 01, 02  165.00

0253-01 CHOWDER'S SEAFOOD    405   OCT 01, 86   38,000   OCT 01, 92   93.83    380,000         CAM 03       .165
                                   SEP 30, 96                                    10.00         RET 02      .1360

0254-02 THE COMPLETE ATHL  1,100   SEP 15, 90   49,999   FEB 01, 96   45.45    714,285         CAM 03      .4482
                                   JAN 31, 99                                     7.00         RET 02      .3695

0257-03 NATHAN'S             968   APR 01, 89   85,008   OCT 01, 93   87.82    944,444         CAM 03      .3945
                                   MAR 31, 99   95,004   APR 01, 97   98.14      10.00         RET 02      .3251
                                                                             (STEP-UP)

0265-01 MCDONALD'S #31-10  1,593   NOV 07, 85   63,720   NOV 01, 85   40.00  1,062,000         CAM 03      .6454
                                   JAN 31, 01                                     6.00         RET 02       .535

0269-02 FRIENDLY RESTAURA  4,065   NOV 01, 88   75,202   NOV 01, 93   18.50  1,504,050         CAM 03     1.3831
                                   OCT 31, 03   83,332   NOV 01, 98   20.50       5.00         RET 02     1.3653
                                                                             (STEP-UP)

0300-01 SENA HANDBAGS        546   NOV 01, 80   15,287   NOV 01, 80   28.00          0         CAM 03      .2212
                                   JAN 31, 06                                     0.00         RET 02      .1834

0301-02 CPI PHOTO FINISH     974   FEB 01, 91                                                  CAM 03      .3969
                                   JAN 31, 96                                                  RET 02      .3271
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 3
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>               <C>        <C>     <C>
0302-01 LANE BRYANT        4,274   APR 25, 05                                                  CAM 03     1.7317
                                   JAN 31, 96                                                  RET 02     1.4355

0305-01 LERNER STORES #75  9,955   AUG 06, 80  298,650   FEB 01, 96   30.00  5,973,000         CAM 06     3.6649  7.5%CAP
                                   JAN 31, 03                                     5.00         RET 02     3.3436

0306-03 ART EXPO           1,820   MAY 01, 92
                                   DEC 31, 49

0310-01 CHARADE FASHION    3,873   AUG 22, 80                                                  CAM 03     1.5692
                                   JAN 31, 96                                                  RET 02     1.300

0313-02 THE DISNEY STORE   3,765   MAY 25, 93   94,125   JUN 01, 93   25.00  2,353,125         CAM 03     1.4452
                                   MAY 30, 03  101,655   JUN 01, 98   27.00       4.00         RET 02     1.2646
                                                                             (STEP-UP)

0314-02 VICTORIA'S SECRET  5,282   NOV 01, 92  184,869   NOV 01, 92   35.00  3,697,400         CAM 06     1.9445  7.5%CAP
                                   JAN 31, 03  195,434   NOV 01, 97   37.00       5.00         RET 02     1.774
                                                                             (STEP-UP)

0318-02 HARWYN             1,958   JAN 20, 89   44,055   JAN 01, 89   22.50    734,250         CAM 03      .7933
                                   JAN 31, 01                                     6.00         RET 02      .6576

0319-01 PACIFIC SUNWEAR 0  2,215   MAY 01, 94   88,599   MAY 01, 94   40.00  1,495,333         CAM 84600   .7440
                                   APR 30, 04   94,137   MAY 01, 97   42.50       6.00         RET 02      .7440
                                                99,675   MAY 01, 01   45.00   (STEP-UP)

0320-02 GAME STOP            537   APR 15, 93   36,000   APR 01, 93   67.04    720,000         CAM 03      .2188
                                   MAR 31, 03   40,999   APR 01, 96   76.35       5.00         RET 02      .1804
                                                45,999   APR 01, 00   85.66   (STEP-UP)

0322-01 WILD PAIR          1,969   AUG 06, 80                                                  CAM 03      .7978
                                   JAN 31, 96                                                  RET 02      .6613

0325-04 GATSBY AT GALLERI  3,116   OCT 25, 80   93,480   OCT 01, 94   30.00  1,558,000         CAM 03     1.2625
                                   JAN 31, 01  109,059   OCT 01, 98   35.00       6.00         RET 02     1.0466
                                                                             (STEP-UP)

0326-01 WILSON SUEDE & LE  1,810   OCT 15, 87   65,160   FEB 01, 96   36.00  1,086,000         CAM 03      .7334
                                   JAN 31, 97                                     6.00         RET 02      .6079

0329-03 MAJOR JEWELERS     1,000   SEP 01, 94   69,999   SEP 01, 94   70.00  1,166,666         CAM 84000   .3681
                                   AUG 31, 04   75,000   SEP 01, 99   75.00       6.00         RET 02      .3359
                                                                             (STEP-UP)

0330-02 OVER THE COUNTER   1,196   OCT 16, 80                                                  CAM 03      .4846
                                   JAN 31, 96                                                  RET 02      .4017

0333-03 PRECIS             2,121   NOV 27, 92   74,235   DEC 01, 92   35.00  1,237,250         CAM 04      .07124  7.5%CAP
                                   NOV 30, 02                                     6.00         RET 02      .7124

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 5
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>           <C>            <C>     <C>
0334-02 THOM MCAN          3,011   FEB 01, 96   96,351   FEB 01, 96   32.00  1,605,866
                                   JAN 31, 06  108,396   FEB 01, 01   36.00       6.00
                                                                             (STEP-UP)

0337-02 COBBIE SHOP        1,247   AUG 01, 89   35,864   JAN 01, 96   28.76  1,143,083         CAM 03      .5081
                                   JUL 31, 98   68,580   JUL 01, 96   55.00       6.00         RET 02      .4188

0338-01 PANTS PLACE PLUS   3,399   AUG 06, 80  108,768   JAN 01, 93   32.00  1,812,800         CAM 03     1.3772
                                   JAN 31, 98                                     5.00         RET 02     1.1416

0341-02 PRINTS PLUS        1,392   NOV 24, 89   58,464   DEC 01, 92   42.00    974,400         CAM 03      .5672
                                   NOV 30, 99   64,032   DEC 01, 96   46.00       6.00         RET 02      .4675
                                                                             (STEP-UP)

0342-03 NATURE'S ELEMENTS    904   NOV 28, 92   45,200   DEC 01, 92   50.00    753,333     CAM PR-INS/AM   .3036
                                   JAN 31, 03   49,719   DEC 01, 97   55.00       6.00         RET 02      .3036
                                                                             (STEP-UP)

0345-03 ATHLETE'S FOOT     1,451   JAN 01, 94  120,000   FEB 01, 94   82.70  1,714,285        CAM 84600    .4874
                                   JAN 31, 02  125,000   FEB 01, 97   86.15       7.00         RET 02      .4874
                                                                             (STEP-UP)

0346 VACANT UNIT           3,348

0349-01 JUST SHIRTS          886   DEC 11, 82   38,984   FEB 01, 95   44.00    649,733         CAM 03      .3590
                                   JAN 31, 98                                     6.00         RET 02      .2976

0350-02 THIS END UP        2,242   FEB 01, 96   85,196   FEB 01, 96   38.00  1,703,920
                                   JAN 31, 06   89,679   FEB 01, 99   40.00       5.00
                                                94,164   FEB 01, 03   42.00  (STEP-UP)

0354  VACANT UNIT          1,794

0357-02  THE LIMITED       6,353   JUL 01, 93  222,354   JUL 01, 93   35.00  4,447,100         CAM 06     2.3388  7.5%CAP
                                   JAN 31, 06  235,061   JUL 01, 99   37.00       5.00         RET 02     2.1338
                                                                             (STEP-UP)

0358-02 THE CHILDREN'S PL  4,577   FEB 01, 95  114,425   FEB 01, 96   25.00  1,907,083
                                   JAN 31, 05  128,156   FEB 01, 00   28.00       6.00
                                                                             (STEP-UP)

0361-02 THE COFFEE BEANER    742   OCT 15, 91   42,999   NOV 01, 93   57.95    614,285         CAM 03      .3024
                                   JAN 31, 02   45,000   NOV 01, 96   60.65       7.00         RET 02      .2492
                                                48,000   NOV 01, 01   64.69  (STEP-UP)

0364-02 JEAN COUNTRY       2,664   NOV 15, 89  109,224   FEB 01, 96   41.00  1,820,400         CAM 03     1.0856
                                   JAN 31, 00  114,552   FEB 01, 98   43.00       6.00         RET 02      .8948
                                                                             (STEP-UP)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 6
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>               <C>        <C>     <C>
0365-01 THINGS REMEMBERED    682   SEP 02, 86   37,509   SEP 01, 86   55.00    468,875         CAM 03      .2779
                                   AUG 31, 96                                     8.00         RET 02      .2291

0368-04 MERRY G0 ROUND     3,316   MAR 01, 91  109,428   MAR 01, 94   33.00  1,823,800         CAM 03     1.3435
                                   FEB 28, 01  112,743   MAR 01, 98   34.00       6.00         RET 02     1.1138
                                                                             (STEP-UP)

0369-03 SPENCER GIFTS      1,757   SEP 15, 94   66,765   SEP 01, 94   38.00  1,112,766         CAM 85000   .5901
                                   JAN 31, O5   70,280   SEP 01, 97   40.00       6.00         RET 02      .5901
                                                73,794   SEP 01, 01   42.00  (STEP-UP)

0370-02 TRU STRIDE         1,449   FEB 01, 96   52,164   FEB 01, 96   36.00    869,400
                                   JAN 31, 06   55,062   FEB 01, 00   38.00       6.00
                                                57,960   FEB 01, 02   40.00  (STEP-UP)

0373-03 LADY FOOT LOCKER   1,683   JAN 01, 90   82,467   JAN 01, 96   49.00  1,374,450         CAM 03      .6858
                                   DEC 31, 98                                     6.00         RET 02      .5653

0374-02 NATURALIZER        1,227   FEB 01, 91   45,000   FEB 01, 91   36.67                    CAM 03      .4971
                                   JAN 31, 97                                                  RET 02      .4121

0375-02 G & G              1,985   JUN 15, 92   59,550   JUN 01, 92   30.00    992,500         CAM 04      .6667
                                   JAN 31, 03   79,400   FEB 01, 97   40.00       6.00         RET 02      .6667
                                                                             1,323,333
                                                                                  6.00

0377-01 OAK TREE           2,642   AUG 06, 80                                                  CAM 03     1.0705
                                   JAN 31, 96                                                  RET 02      .8874

0378-03 EXPRESSLY PORTRAI  1,261   OCT 01, 93   5O,439   OCT 01, 93   40.00    650,203         CAM 04      .4235
                                   SEP 30, 03   56,745   OCT 01, 96   45.00       8.00         RET 02      .4235
                                                63,O5O   OCT 01, 00   5O.00  (STEP-UP)

0381-02 STRUCTURE          5,709   AUG 19, 94  182,688   AUG 01, 94   32.00  3,653,760         CAM 04     1.9175
                                   JAN 31, 05  194,106   SEP 01, 97   34.00       5.00         RET 02     1.9175
                                               205,524   SEP 01, 01   36.00  (STEP-UP)

0382-02 RALPH JOBEN        1,635   FEB 01, 92   65,400   FEB 01, 92   40.00  1,090,000         CAM 04      .5492
                                   JAN 31, 97                                     6.00         RET 02      .5492

0387-01 OVERLAND TRADING   1,592   NOV 08, 80   44,576   FEB 01, 92   28.00                    CAM 03      .6450
                                   JAN 31, 98                                                  RET 02      .5347

0389    VACANT UNIT        2,040

0391-03 HAIR STYLISTS      1,401   OCT 01, 91   42,030   OCT 01, 91   30.00    600,428         CAM 03      .5709
                                   SEP 30, 01   47,634   OCT 01, 96   34.00       7.00         RET 02      .4706
                                                                             (STEP-UP)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 7
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>               <C>        <C>     <C>
0393-04 TAILOR'S TOUCH     1,167   APR 01, 93   42,012   JAN 01, 96   36.00    583,500         CAM 04      .3920
                                   MAR 31, 00   46,680   APR 01, 96   40.00       8.00         RET 02      .3920

0395-02 COHEN FASHION OPT  1,692   FEB 01, 93   71,064   FEB 01, 96   42.00  1,184,400         CAM 04      .5683
                                   JAN 31, 03   74,448   FEB 01, 98   44.00       6.00         RET 02      .5683
                                                77,832   FEB 01, 00   46.00  (STEP-UP)
                                                81,216   FEB 01, 02   48.00

0401-02 IDEAL JEWELERS       760   JAN 01, 89   46,800   NOV 01, 95   60.00    780,000         CAM 03      .3178
                                   DEC 31, 01                                     6.00         RET 02      .2620

0402    VACANT UNIT        1,654

0403-01 DIME BANK-ATM        150   OCT 01, 95
                                   MAR 31, 96

0405    VACANT UNIT        3,412

0406-03 FAMILY PET CENTER  2,798   OCT 01, 94
                                   DEC 31, 96

0409-01 HALLMARK PARTY BA  3,164   AUG 06, 80   63,279   AUG 01, 80   20.00  1,054,666         CAM 03     1.2819
                                   JAN 31, 01                                     6.00         RET 02     1.0627

0410-03 MUSICLAND          3,159   FEB 01, 91  135,360   FEB 01, 94   42.85  1,933,714         CAM 03     1.2799
                                   JAN 31, 01  142,086   FEB 01, 98   44.98       7.00         RET 02     1.0610
                                                                             (STEP-UP)

0413    VACANT UNIT        6,624

0414-01 PETITE SOPHISTICA  2,182   AUG 29, 80                                                  CAM 03      .8884
                                   JAN 31, 96                                                  RET 02      .7329

0417-01 CASUAL CORNER #47  4,898   AUG 06, 80                                                  CAM 03     1.9845
                                   JAN 31, 96                                                  RET 02     1.6451

0418-01 LOTS TO LOVE       2,896   JUL 23, 84   72,399   JUL 01, 84   25.00  1,206,667         CAM 03     1.1734
                                   JAN 31, 97                                     6.00         RET 02      .9727

0421-05 NORTHERN LIGHTS C    794   AUG 01, 95
                                   APR 15, 96

0422    VACANT UNIT        1,342

0424-03 NAILS & MORE BY D    993   FEB 01, 96   30,000   FEB 01, 96   30.21    375,000
                                   JAN 31, 06   35,000   FEB 01, 98   35.25       8.00
                                                38,000   FEB 01, 02   38.27  (STEP-UP)

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 8
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>               <C>        <C>     <C>
0425-02 FOOTLOCKER #7635   2,441   NOV 22, 94  120,000   NOV 01, 94   49.16  2,000,000         CAM 84700   .8199
                                   AUG 31, 04  125,000   SEP 01, 97   51.21       6.00         RET 02      .8199
                                               129,999   SEP 01, 01   53.26  (STEP-UP)

0426-02 ACCESSORY PLACE    1,086   NOV 20, 87   54,300   NOV 01, 92   50,00    678,750         CAM 03      .4400
                                   NOV 30, 97                                     8.00         RET 02      .3648

0430-02 JOHN DAVID TOBACC    400   OCT 01, 91   33,999   OCT 01, 95   85.00    425,000         CAM 04      .1343
                                   JAN 31, 00   36,000   OCT 01, 97   90.00       8.00         RET 02      .1343
                                                                             (STEP-UP)

0433-04 AMERICAN EAGLE OU  3,935   NOV 25, 94  125,919   FEB 01, 95   32.00  2,098,666         CAM 84000  1.4487
                                   AUG 31, 04  133,790   SEP 01, 97   34.00       6.00         RET 02     1.3217
                                               141,660   SEP 01, 01   36.00  (STEP-UP)

0434-02 AUNTIE ANNE'S        596   MAY 01, 94   42,000   MAY 01, 94   70.47    525,000         CAM 84000   .2194
                                   APR 30, 04   45,000   MAY 01, 97   75.50       8.00         RET 02       .200
                                                48,000   MAY 01, 01   80.54  (STEP-UP)

0436-02 SUNCOAST PICTURES  2,692   JUN 01, 91   94,220   FEB 01, 94   35.00  1,884,400         CAM 03     1.0907
                                   JAN 31, 02   99,604   FEB 01, 00   37.00       5.00         RET 02      .9042
                                                                             (STEP-UP)

0440    VACANT UNIT        1,265

0441    VACANT UNIT        1,556

0446-03 LIMITED TOO        3,949   MAY 30, 95  126,368   JUN 01, 95   32.00  2,527,360         CAM 04
                                   MAY 31, 05  134,265   JUN 01, 98   34.00       5.00         RET 02
                                               142,165   JUN 01, 02   36.00  (STEP-UP)

0449-02 THE BOMBAY COMPAN  4,052   OCT 01, 93  101,300   OCT 01, 95   25.00  1,730,541         CAM 03     1.6511
                                   SEP 30, 03  111,429   OCT 01, 96   27.50       6.00         RET 02     1.361
                                               121,560   OCT 01, 00   30.00  (STEP-UP)

0450-01 AUGUST MAX WOMAN   3,226   OCT 07, 80                                                  CAM 03      1.307
                                   JAN 31, 96                                                  RET 02     1.0835

0453-01 CIGNAL             2,632   JUL 31, 86   78,960   JUL 01, 86   30.00  1,579,200         CAM 03      .8955
                                   JUL 31, 96                                     5.00         RET 02      .8840

0454    VACANT UNIT         960

0457-02 KAY BEE TOYS       3,322   JUN 01, 93  119,592   JUN 01, 93   36.00  1,993,200         CAM 03      1.346
                                   MAY 30, 03  126,236   MAY 01, 96   38.00       6.00         RET 02     1.1158
                                               132,878   MAY 01, 00   40.00  (STEP-UP)

0458-02 CONTEMPO CAUSALS   3,677   APR 01, 92  139,725   APR 01, 92   38.00  2,794,520         CAM 04      1.235
                                   MAR 31, 02  147,080   APR 01, 97   40.00       5.00         RET 02      1.235
                                                                             (STEP-UP)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                        PAGE 9
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>           <C>        <C>     <C>
0461-05 AFTERTHOUGHTS BOU    586   APR 19, 92   39,999   AUG 01, 94  68.26     500,000     CAM PR-INS/AM   .2157
                                   APR 30, 02   42,000   AUG 01, 98  71.67        8.00         RET 02      .1968
                                                                             (STEP-UP)

0462-01 ASPASIA              750   AUG 06, 80                                                  CAM 03      .3039   2/5YR.
                                   JAN 31, 96                                                  RET 02      .2519

0464-01 MOTHERTIME         2,805   AUG 06, 80                                                  CAM 03     1.1365   
                                   JAN 31, 96                                                  RET 02      .9421

0465-01 D.J.'S FASHION CE  2,498   JUN 20, 86    74,940  JUN 01, 86  30.00   1,249,000         CAM 03      .8499
                                   JUN 30, 96                                     6.00         RET 02      .8390

0468-02 LECHTER'S          3,234   AUG 06, 80                                                  CAM 03     1.3103
                                   JAN 31, 96                                                  RET 02     1.0862

0472-01 KAPPA SPORT          781   JUL 01, 84                                               CAM 15100-STL  .2989
                                   JAN 31, 91                                                  RET 02      .2551

0473-04 EXPRESS AND BATH   9,259   OCT 15, 92  296,288   NOV 01, 92  32.00   5,925,760         CAM 06     3.4087  7.5%CAP
                                   JAN 31, 05  314,805   NOV 01, 96  34.00        5.00         RET 02     3.1099
                                               333,324   NOV 01, 00  36.00   (STEP-UP)

0474-02 THE GAP #751       7,511   NOV 01, 91  322,973   JUN 01, 94  43.00   5,382,883         CAM 06     2.7651   6%CAP
                                   MAY 31, 04  337,995   JUN 01, 97  45.00        6.00         RET 02     2.5227
                                               360,528   JUN 01, 00  48.00   (STEP-UP)

0480-03 GYMBOREE             979   JAN 01, 95   51,000   JAN 01, 95  52.09     850,000         CAM 04      .3989
                                   JUN 30, 00                                     6.00         RET 02      .3288
                                                                             (STEP-UP)

0483-02 KINNEY SHOES #03   2,543   FEB 01, 92   64,638   FEB 01, 92  25.42   1,077,300     CAM PR-INS/AM   .9362
                                   JAN 31, 01                                     6.00         RET 02      .8541

0484-02 HEROES WORLD       1,054   SEP 01, 91   47,499   SEP 01, 93  45.07     593,750         CAM 03      .4295
                                   AUG 31, 99   47,499   AUG 01, 96  45.07        8.00         RET 02       .354
                                                52,500   SEP 01, 96  49.81   (STEP-UP)

0486-08 CELTIC IMPORTS     1,635   MAR 01, 93   
                                   DEC 31, 49   

0489-03 AEROPOSTAL         3,690   MAY 01, 93  121,770   MAY 01, 95  33.00   2,435,400         CAM 04     1.2394   
                                   APR 30, 03  132,840   MAY 01, 98  36.00        5.00         RET 02     1.2394
                                               140,220   MAY 01, 00  38.01   (STEP-UP)

0491    VACANT UNIY        2,042

0495-01 HAIR DESIGNERS SA  2,110   APR 04, 85                                                  CAM 03      .8598
                                   JAN 31, 96                                                  RET 02      .7087
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 10
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>           <C>        <C>     <C>
0497-02 PILDES OPTICAL       884   FEB 01, 96   54,999   FEB 01, 96   62.22
                                   JAN 31, 06

9001-01 JC PENNEY        227,316   MAR 22, 81                                                  CAM 07          0    47003
                                   JAN 31, 11                                                  RET 07          0        0

9002-01 STERN'S          328,599   AUG 10, 81                                                  CAM 07          0    15000
                                   APR 21, 30                                                  RET 07          0        0

K021-11 TREND SETTERS          0   FEB 01, 96
                                   APR 30, 96

K022    VACANT UNIT            0

K023    VACANT UNIT            0

K024    VACANT UNIT            0

K025    VACANT UNIT            0

K026-09 ELEGANCE               0   APR 01, 95
                                   MAR 31, 96
                                  
K027-06 MAGIC PENS             0   JAN 01, 96
                                   MAR 31, 96
                                  
K026-05 MUGS & KISSES          0   JAN 17, 94
                                   MAR 31, 96
                                  
K029-07 CAPTIONS.INC.          0   JUL 01, 95
                                   MAR 31, 96
                                  
K030-08 CONNECT A BEEP         0   JUL 01, 95
                                   MAR 31, 96
                                  
K031-01 DOLCE VITA CAFE        0   JUL 01, 95
                                   FEB 29, 96
                                
K032    VACANT UNIT            0

K033-04 T.TIME                 0   MAY 01, 94
                                   MAR 31, 96

                         -------
 TOTAL SQUARE FEET       882,692


** EXPENSE TYPE LEGEND **

01 PRORATA +15%

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

MAR 11,1996 10:34                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                       PAGE 11
                                                RENT ROLL FOR 9130 GALLERIA, THE - 00
                                                          AS OF MAR 11, 96

                                                                                          CPI
                                                                                % RENT   Base  Operating   Pro-   
Unit -                    Square     Lease     ------Annual Base Rent------   Brkpnt-$   Year  Expense     Rata    Base 
Ten    #    Tenant         Feet      Term      Amount     Start      PSF      % (&Cat)   &  %  Type        Share   Amount   Options
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>         <C>       <C>         <C>     <C>           <C>        <C>     <C>
02 PRORATA
03 PRORATA +15* NET OF MAJORS, THEATERS & STORES NOT FRONTING MALL 
04 PRORATA +15% NET OF MAJORS 
05 PRORATA NET OF MAJORS
06 PRORATA +15% NET OF MAJORS AND STORES OVER 20,000 SF 
07 FIXED BILLING

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 1
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         9130: GALLERIA, THE

                            --------------- DECEMBER ----------------       --------------- YEAR TO DATE ---------------        
                              AREA       1995        1994        +/-%        AREA       1995         1994            +/-%        
                            -------   --------     --------   -------       -------    -------      --------       ------       
<S>                        <C>       <C>          <C>           <C>         <C>       <C>          <C>               <C>        
ALL COMPARABLE TENANTS EXCLUDING ANCHORS ***
                           229,727   14,411,974    16,837.14     -14.4      215,349   74,134,501   85,571,109        -13.4      

- --------------------------------------------------------------------------------------------------------------------------------
ALL COMPARABLE TENANTS INCLUDING ANCHORS ***

                           229,727   14,411,974   16,837,143     -14.4      215,349    74,134.50   85,571,109        -13.4      

- --------------------------------------------------------------------------------------------------------------------------------

NON COMPARABLE TENANTS***

ACTIVE MALL SHOPS           37,378       77,477     1,874.64     -95.9       51,756   12,590,207   13,677,360         -7.9      
ACTIVE MALL SHOPS            4,046      348,949      639,556     -45.4        4,046    1,850,310    4,547,594        -59.3      
ACTIVE  MAJORS              26,100            0    1,016,317    -130.0       26,100    4,420,988    5,865,289        -24.6      
ACTIVE  MAJORS                   0            0            0       0.0            0            0            0          0.0      

<CAPTION>
                                                  ----------------  ROLLING 12 MONTHS THROUGH -----------------     
                                                  AREA        12/95      PSF       12/94          PSF       +/-%     
                                                  ------     -------   -------    -------       -------  -------    
<S>                                               <C>       <C>          <C>       <C>           <C>      <C>    
ALL COMPARABLE TENANTS EXCLUDING ANCHORS ***                                                                        
                                                  215,349   74,134,501   344.25   85,571,109     397.36   -13.4     
                                                                                                                    
- ---------------------------------------------------------------------------------------------------------------     
ALL COMPARABLE TENANTS INCLUDING ANCHORS ***                                                                        
                                                                                                                    
                                                  215,349   74,134,501   344.25   85,571,109     397.36   -13.4     
NON COMPARABLE TENANTS                                                                                              
- ---------------------------------------------------------------------------------------------------------------     
                                                                                                                    
ACTIVE MALL SHOPS                                  51,756   12,590,207   243.26   13,677,360     264.27    -7.9     
ACTIVE MALL SHOPS                                   4,046    1,850,310   457.32    4,547,594   1,123.97   -59.3     
ACTIVE  MAJORS                                     26,100    4,420,988   169.39    5,865,289     224.72   -24.6     
ACTIVE  MAJORS                                          0            0     0.00            0       0.00     0.0     
                                 
</TABLE>

FIVE NONCOMPARABLE TENANTS are tenants which DO NOT have sales reported for each
month of the reporting period (month, year-to-date, rolling-12) but which are
still operating the center. INACTIVE NONCOMPARABLE TENANTS are tenants which
have CLOSED in the last twenty four months.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TOTAL MALL SHOP SALES ***

<S>                        <C>       <C>          <C>             <C>       <C>       <C>         <C>                 <C>       
LEASED SALES AREA          267,105   14,838,400   19,351,343     -23.3      267,105   88,575,097  103,796,062        -14.7      

- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                   
LEASED SALES AREA uses area of open sales reporting tenants as the sales per
square foot divisor, and sales from all stores.

<TABLE>
<CAPTION>
TOTAL SALES***
<S>                          <C>       <C>          <C>             <C>       <C>       <C>          <C>                <C>       
SALES REPORTING AREA         293,205   14,838,400   20,367,660     -27.1      293,205   92,996,085   109,661,351       -15.2      
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

SALES REPORTING AREA uses area of open sales reporting tenants INCLUDING MAJORS
as the sales per square foot division.

<TABLE>
<CAPTION>
<S>                                 <C>                   <C>        <C>                                        <C>      <C>   
TOTAL SALES IN 1994:                109,661,351                                    COMPARABLE MALL SHOP SALES PER SQUARE  FOOT
REPORTING SQUARE FOOTAGE:                31,900                                                            CURENT YEAR PREVIOUS YEAR
LOSS LEASABLE ARES OF MALL:             303,051                                                     MONTHLY:     62.73    73.29
PERCENTAGE OF MALL AREA WITH 12-MONTH COMPARABLE SHOPS     71.06                               YEAR TO DATE:    344.25   397.36
PERCENTAGE OF SALES REPORTING TENANTS THAT ARE 12-MONTH COMPARABLE:  76.10                     ROLLING YEAR:    344.25   397.36
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 2
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         COMPARABLE SUMMARY
                                                         9130: GALLERIA, THE

                            --------------- DECEMBER ----------------       --------------- YEAR TO DATE ---------------        
                              AREA       1995        1994        +/-%        AREA       1995         1994            +/-%        
                            -------   --------     --------   -------       -------    -------      --------       ------       
<S>                        <C>       <C>          <C>           <C>         <C>       <C>          <C>               <C>        
[ILLEGIBLE] SPECIALITY       4,890      275,750      311,865     -11.6        4,294    2,209,629    2,312,396         -4.4     
RESTAURANTS                  4,065      132,475      149,048     -11.1        4,065    1,096,296    1,202,407         -8.7     
[ILLEGIBLE] COURT            7,820      737,777      816,361      -9.6        7,820    6,150,199    6,645,720         -7,5     
MEN'S SPECIALITY            10,476      922,394    1,097,286     -15.9       10,476    4,625,279    5,454,012        -15.2     
MEN'S READY TO WEAR         59,325    2,551,066    3,133,947     -18.6       59,325   15,297,058   17,423,766        -12.2     
[ILLEGIBLE]READY TO WEAR    13,950      851,873    1,060,447     -19.7        6,026    1,752,343    2,066,940        -15.2     
UNISEX APPAREL              27,352    2,048,379    2,478,050     -17.3       23,417    8,490,318   10,265,671        -17.3     
[ILLEGIBLE] APPAREL            979       67,805      126,801     -46.5          979      900,433      830,926          8.4     
[ILLEGIBLE] SHOES            1,592      305,583      357,409     -14.5        1,592    1,841,668    2,520,876        -26.9     
MEN'S SHOES                  6,564      318,721      377,806     -15.6        6,564    2,401,416    2,722,965         -8.9     
MEN'S & BOYS' SHOES          1,958       92,087      100,385      -8.3        1,958      547,155      656,999        -16.7     
CHILDREN'S  SHOES            1,449       60,829       78,297      22.3        1,449      529,121      642,906        -17.7     
ATHLETIC SHOES               3,892      396,252      100,952       1.9        1,892    2,799,100    3,425,250        -18.3     
HOME FURNISHINGS             9,638      512,954      675,992     -24.1        9,638    3,100,618    3,793,300        -18.3     
ELECTRIC & ELECTRONICS      16,160    1,510,595    1,763,187     -14.3       16,160    6,198,168    7,435,932        -16.6     
[ILLEGIBLE] & SPECIAL       19,827      962,770      967,752      -0.5       19,827    3,977,553    4,940,374        -19.5     
INTEREST & SPECIALITY       17,030    1,465,559    1,567,983      -6.5       15,273    5,762,151    6,333,740         -9.0     
COSTUME JEWELRY                750       44,183       52,482     -15.0          750      140,905      167,571        -15.9     
JEWELRY                      2,820      629,978      678,330      -7.1        2,820    2,396,653    2,450,272         -2.2     
[ILLEGIBLE] RETAIL           5,554      404,586      516,301     -21.6        5,388    2,826,861    3,252,401        -13.1     
PERSONAL SERVICES            3,636      120,357      138,462     -13.1        3,636    1,011,656    1,027,485         -1.5     
FINANCIAL AND OTHER NON-RE  10,000            0            0       0.0       10,000            0            0          0.0     
                           -------   ----------   ----------      ----      -------   ----------   ----------         ----     


              TOTAL        229,727   14,411,974   16,837,143     -14.4      215,149   74,134,581   85,571,109        -13.4     

<CAPTION>
                              ----------------  ROLLING 12 MONTHS THROUGH -----------------     
                              AREA        12/95      PSF       12/94          PSF       +/-%      
                              ------     -------   -------    -------       -------  -------    
<S>                           <C>      <C>         <C>       <C>          <C>        <C> 
[ILLEGIBLE] SPECIALITY         4,294    2,209,629   514.59    2,312,396     538.52    -4.4 
RESTAURANTS                    4,068    1,096,296   269.69    1,201,407     295.55    -8.7 
[ILLEGIBLE] COURT              7,820    6,150,199   786.47    6,645,720     849.84    -7.5 
MEN'S SPECIALITY              10,476    4,625,279   441.51    5,454,012     520.62   -15.2 
MEN'S READY TO WEAR           59,325   15,297,058   257.85   17,423,766     293.70   -12.2 
[ILLEGIBLE]READY TO WEAR       6,026    1,752,343   290.80    2,066,940     343.00   -15.2 
UNISEX APPAREL                23,417    8,490,318   362.57   10,265,671     438.39   -17.3 
[ILLEGIBLE] APPAREL              979      900,433   919.75      830,926     848.75     8.4 
[ILLEGIBLE] SHOES              1,592    1,841,668 1,156.83    2,520,576   1,583.46   -26.9 
MEN'S SHOES                    6,564    2,401,416   378.03    2,722,965     414.83    -8.9 
MEN'S & BOYS' SHOES            1,958      547,155   279.45      656,999     335.55   -16.7 
CHILDREN'S  SHOES              1,449      529,121   365.16      642,906     443.69   -17.7 
ATHLETIC SHOES                 3,892    2,799,100   719.19    3,425,250     880.07   -18.3 
HOME FURNISHINGS               9,630    3,100,618   321.71    3,793,300     393.50   -18.3 
ELECTRIC & ELECTRONICS        16,160    6,198,168   383.55    7,435,932     460.14   -16.6 
[ILLEGIBLE] & SPECIAL         19,827    3,977,553   200.61    4,940,374     249.17   -19.5 
INTEREST & SPECIALITY         15,273    5,762,151   377.28    6,333,740     414.70    -9.0 
COSTUME JEWELRY                  750      140,905   187.87      167,571     223.43   -15.9 
JEWELRY                        2,820    2,396,653   849.88    2,450,272     868.09    -2.2 
[ILLEGIBLE] RETAIL             5,388    2,826,861   524.66    3,252,601     603.68   -13.1 
PERSONAL SERVICES              3,636    1,011,656   278.23    1,027,485     282.59    -1.5 
FINANCIAL AND OTHER NON-RE    10,000            0     0.00            0       0.00     0.0 
                             -------   ----------   ------   ----------     ------    ---- 
                                                                                           
              TOTAL          215,349   74,134,501   344.25   85,571,109     397.36   -13.4 
                            
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                            PROPERTY MANAGEMENT INFORMATION SYSTEM SALES                                      PAGE 3
                                                 ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         OPEN STORE SUMMARY
                                                         9130: GALLERIA, THE

                            --------------- DECEMBER ----------------       --------------- YEAR TO DATE ---------------        
                              AREA       1995        1994        +/-%        AREA       1995         1994            +/-%        
                            -------   --------     --------   -------       -------    -------      --------       ------       
<S>                        <C>        <C>          <C>           <C>         <C>      <C>          <C>               <C>        
[ILLEGIBLE] SPECIALITY       5,632      275,750      403,074     -31.6        5,632    2,837,213    2,956,005         -4.0      
RESTARUANTS                 10,565      132,475      489,008     -72.9       10,565    2,434,692    3,116,363        -21.9      
FOOD COURT                  11,440      737,777    1,019,237     -27.6       11,440    7,620,452    8,459,341         -9.9      
MEN'S SPECIALITY            11,022      922,394    1,127,809     -18.2       11,022    4,717,296    5,584,435        -15.5      
WOMEN'S                     60,960    2,551,066    3,184,412     -19.9       60,960   15,706,099   17,071,772        -12.1      
READY-TO-WEAR
MEN'S READY TO WEAR         17,066      851,073    1,226,809     -30.6       17,066    4,242,272    4,094,947          3.6      
UNISEX APPAREL              35,076    2,048,379    3,008,874     -31.9       35,076   11,073,071   13,182,016        -16.0      
[ILLEGIBLE]HER APPAREL       4,928      145,282      126,801      14.6        4,928    1,119,440      830,926         34.7      
EMILY SHOES                  4,135      305,583      478,143     -36.1        4,135    2,426,101    3,324,330        -27.0      
MEN'S SHOES                  6,564      318,721      377,806     -15.6        6,564    2,481,416    2,722,965         -8.9      
MEN'S AND BOYS'              1,958       92,087      100,385      -8.3        1,958      547,155      656,999        -16.7      
SHOES
CHILDREN'S SHOES             1,449       60,829       78,297     -22.3        1,449      529,121      642,906        -17.7      
ATHLETIC SHOES               5,575      396,252      576,807     -31.3        5,575    3,728,788    4,772,144        -21.9      
HOME FURNISHNGS              9,638      512,954      675,992     -24.1        9,638    3,100,618    3,793,300        -18.3      
[ILLEGIBLE] & ELECTRONICS   16,160    1,510,595    1,763,187     -14.3       16,160    6,198,168    7,435,932        -16.6      

HOBBY & SPECIAL             19,827      962,770      967,752      -0.5       19,827    3,977,553    4,940,374        -19.5      
INTEREST
[ILLEGIBLE]FTS 
    & SPECIALITY            17,030    1,465,559     1,57,983      -6.5       17,030    6,418,001    6,620,114         -3.1      
COSTUME JEWELR                 750       44,183       52,482     -15.8          750      140,905      167,571        -15.9      
JEWELRY                      3,600      629,978      730,780     -13.8        3,600    2,541,209    2,658,349         -4.4      
[ILLEGIBLE]HER RETAIL        5,717      404,586      537,252     -24.7        5,717    3,029,565    3,456,393        -12.3      
PERSONAL SERVICES            8,013      120,357      218,897     -45.0        8,013    1,955,653    1,961,277         -5.4      
FINANCIAL & OTHER           10,000            0            0       0.0       10,000            0            0          0.0      
                            ------    ---------    ---------     -----       ------   ----------   ----------        -----      
NON-RE

TOTAL                      267,105   14,489,451   18,711,786     -22.6      267,105   86,724,787   99,248,469        -12.6      
[ILLEGIBLE]CHORS            26,100            0    1,016,317    -100.0       26,100    4,420,988    5,865,289        -24.6      
                            ------    ---------    ---------     -----       ------   ----------   ----------        -----      
TOTAL                      293,205   14,489,451   19,728,103     -26.6      293,205   91,145,775   105,113,758       -13.3      

<CAPTION>
                              ----------------  ROLLING 12 MONTHS THROUGH -----------------     
                              AREA        12/95      PSF       12/94          PSF      +/-%      
                              ------     -------   -------    -------       -------  -------    
<S>                         <C>        <C>          <C>      <C>             <C>       <C>     
[ILLEGIBLE] SPECIALITY       5,632      2,837,213   503.77    2,956,005      524.86     -4.0   
RESTARUANTS                 10,565      2,434,692   230.45    3,116,363      294.97    -21.9   
FOOD COURT                  11,440      7,620,452   666.12    8,459,341      739.45     -9.9   
MEN'S SPECIALITY            11,022      4,717,296   427.99    5,584,435      506.66    -15.5   
WOMEN'S                     60,960     15,706,099   257.65   17,871,772      293.17    -12.1   
READY-TO-WEAR                                                                                  
MEN'S READY TO WEAR         17,066      4,242,272   248.58    4,094,947      239.95      3.6   
UNISEX APPAREL              35,076     11,073,071   315.69   13,182,016      375.01    -16.0   
[ILLEGIBLE]HER APPAREL       4,928      1,119,440   227.16      830,926      168.61     34.7   
EMILY SHOES                  4,135      2,426,101   586.72    3,324,338      803.95    -27.0   
MEN'S SHOES                  6,564      2,481,416   378.03    2,722,965      414.83     -8.9   
MEN'S AND BOYS'              1,958        547,155   279.45      656,999      335.55    -16.7   
SHOES                                                                                          
CHILDREN'S SHOES             1,449        529,121   365.16      642,906      443.69    -17.7   
ATHLETIC SHOES               5,575      3,728,788   668.84    4,772,144      855.99    -21.9   
HOME FURNISHNGS              9,638      3,100,618   321.71    3,793,300      393.58    -18.3   
[ILLEGIBLE] & ELECTRONICS   16,160      6,198,168   383.55    7,435,932      460.14    -16.6   
                                                                                               
HOBBY & SPECIAL             19,827      3,977,553   200.61    4,940,374      249.17    -19.5   
INTEREST                                                                                       
[ILLEGIBLE]FTS                                                                                 
    & SPECIALITY            17,030      6,418,001   376.86    6,620,114      388.73     -3.1   
COSTUME JEWELR                 750        140,905   187.87      167,571      223.43    -15.9   
JEWELRY                      3,600      2,541,209   705.89    2,658,349      738.43     -4.4   
[ILLEGIBLE]HER RETAIL        5,717      3,029,565   529.92    3,456,393      604.58    -12.3   
PERSONAL SERVICES            8,013      1,855,653   231.58    1,961,277      244.76     -5.4   
FINANCIAL & OTHER           10,000              0     0.00            0        0.00      0.0   
                            ------      ---------   ------    ---------      ------     ----   
NON-RE                                                                                         
                                                                                               
TOTAL                      267,105     86,724,787   324.68   99,248,469      371.57    -12.6   
[ILLEGIBLE]CHORS            26,100      4,420,988   169.39    5,865,289      224.72    -24.6   
                           -------     ----------   ------  -----------      ------     ----   
TOTAL                      293,205     91,145,775   310.86  105,113,758      358.50    -13.3   
</TABLE>




<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 3
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        TOTAL SALES SU MMARY
                                                         9130: GALLERIA, THE

                            --------------- DECEMBER ----------------       --------------- YEAR TO DATE ---------------        
                              AREA       1995        1994        +/-%        AREA       1995         1994            +/-%        
                            -------   --------     --------   -------       -------    -------      --------       ------       
<S>                        <C>        <C>          <C>           <C>         <C>      <C>          <C>               <C>        
[ILLEGIBLE] SPECIALITY       5,632      275,750      403,074     -31.6        5,632    2,837,213    3,140,086         -9.6     
RESTAURANTS                 10,565      132,475      489,008     -72.9       10,565   2,4234,692    3,116,363        -21.9     
FOOD COURT                  11,440      737,777    1,019,237     -27.6       11,440    7,620,452    8,459,341         -9.9     
MEN'S SPECIALITY            11,022      922,394    1,127,809     -18.2       11,022    4,717,296    5,629,962        -16.2     
WOMEN'S READY TO            60,960    2,551,066    3,184,412     -19.9       60,960   15,706,099   17,871,772        -12.1     
WEAR
MEN'S READY TO WEAR         17,066      851,873    1,328,953     -35.9       17,066    4,293,872    4,995,638        -14.0     
UNISEX APPAREL              35,076    2,048,379    3,091,674     -33.7       35,076   11,256,331   13,654,276        -17.6     
[ILLEGIBLE] OTHER APPAREL    4,928      494,231      467,509       5.7        4,928    2,626,788    2,439,093          7.7     
[ILLEGIBLE] SHOES            4,135      305,583      478,143     -36.1        4,135    2,426,101    3,324,338        -27.0     
WOMEN'S SHOES                6,564      318,721      488,160     -34.7        6,564    2,522,299    3,519,245        -28.3     
MEN'S & BOYS' SHOES          1,958       92,087      100,385      -8.3        1,958      547,155      656,999        -16.7     
CHILDREN'S SHOES             1,449       60,829       78,297     -22.3        1,449      529,121      642,906        -17.7     

ATHLETIC SHOES               5,575      396,252      576,807     -31.3        5,575    3,728,788    4,772,144        -21.9     
HOME FURNISHINGS             9,638      512,954      675,992     -24.1        9,638    3,100,618    3,793,300        -18.3     
[ILLEGIBLE] & ELECTRONICS   16,160    1,510,595    1,763,187     -14.3       16,160    6,198,168    7,435,932        -16.6     
HOBBY & SPECIAL             19,827      962,770      967,752      -0.5       19,827    3,977,553    5,012,296        -20.6     
INTEREST
GIFTS & SPECIALITY          17,030    1,465,559    1,567,983      -6.5       17,030    6,418,001    6,974,670         -8.0     
COSTUME JEWELRY                750       44,183       52,482     -15.8          750      140,905      167,571        -15.9     
JEWELRY                      3,600      629,978      730,780     -13.8        3,600    2,541,209    2,758,843         -7.9     
[ILLEGIBLE] RETAIL           5,717      404,586      540,802     -25.2        5,717    3,096,785    3,459,943        -10.5     
PERSONAL SERVICES            8,013      120,357      218,897     -45.0        8,013    1,855,653    1,961,277         -5.4     
KIOSKS                           0            0            0       0.0            0            0       10,067       -100.0    
FINANCIAL & OTHER           10,000            0            0       0.0       10,000            0            0          0.0     
                           -------   ----------   ----------      ----      -------   ----------   -----------       -----     
NON RE

TOTAL                      267,105   14,838,400   19,351,343     -23.3      267,105   88,575,097   103,796,062       -14.7     
[ILLEGIBLE]                 26,100            0    1,016,317    -100.0       26,100    4,420,988     5,865,289       -24.6     
                           -------   ----------   ----------      ----      -------   ----------   -----------       -----     
TOTAL                      293,205   14,838,400   20,367,660     -27.1      293,205   92,996,085   109,661,351       -15.2     

<CAPTION>
                              ----------------  ROLLING 12 MONTHS THROUGH -----------------     
                              AREA        12/95      PSF       12/94          PSF      +/-%      
                              ------     -------   -------    -------       -------  -------    
<S>                         <C>        <C>          <C>      <C>               <C>       <C>     
[ILLEGIBLE] SPECIALITY        5,632    2,837,213   503.77    3,140,086       557.54    -9.6
RESTAURANTS                  10,565    2,434,692   230.45    3,116,363       264.97   -21.9
FOOD COURT                   11,440    7,620,452   666.12    8,459,341       739.45    -9.9
MEN'S SPECIALITY             11,022    4,717,296   427.99    5,629,962       510.79   -16.2
WOMEN'S READY TO             60,960   15,706,099   257.65   17,871,772       293.17   -12.1
WEAR                                                                                       
MEN'S READY TO WEAR          17,066    4,293,872   251.60    4,995,638       292.72   -14.0
UNISEX APPAREL               35,076   11,256,331   320.91   13,654,276       389.28   -17.6
[ILLEGIBLE] OTHER APPAREL     4,928    2,626,788   533.03    2,439,093       494.95     7.7
[ILLEGIBLE] SHOES             4,138    2,426,101   586.72    3,324,338       803.95   -27.0
WOMEN'S SHOES                 6,564    2,522,299   384.26    3,519,245       536.14   -28.3
MEN'S & BOYS' SHOES           1,958      547,155   279.45      656,999       335.55   -16.7
CHILDREN'S SHOES              1,449      529,121   365.16      642,906       443.69   -17.7
                                                                                           
ATHLETIC SHOES                5,575    3,728,788   668.84    4,772,144       855.99   -21.9
HOME FURNISHINGS              9,638    3,100,610   321.71    3,793,300       393.58   -18.3
[ILLEGIBLE] & ELECTRONICS    16,160    6,198,168   383.55    7,435,932       460.14   -16.6
HOBBY & SPECIAL              19,827    3,977,553   200.61    5,012,296       252.80   -20.6
INTEREST                                                                                   
GIFTS & SPECIALITY           17,030    6,418,001   376.86    6,974,670       409.55    -8.0
COSTUME JEWELRY                 750      140,905   187.07      167,571       223.43   -15.9
JEWELRY                       3,600    2,541,209   705.89    2,750,843       766.35    -7.9
[ILLEGIBLE] RETAIL            5,717    3,096,785   541.68    3,459,943       605.20   -10.5
PERSONAL SERVICES             8,013    1,855,653   231.58    1,961,277       244.76    -5.4
KIOSKS                            0            0     0.00       10,067         0.00   -100.
FINANCIAL & OTHER            10,000            0     0.00            0         0.00     0.0
                            -------   ----------   ------   -----------      ------    ----
NON RE                                                                                     
                                                                                           
TOTAL                       267,105   88,575,097   331.61   103,796,062      388.60   -14.7
[ILLEGIBLE]                  26,100    4,420,988   169.39     5,865,289      224.72   -24.6
                            -------   ----------   ------   -----------      ------    ----
TOTAL                       293,205   92,996,085   317.17   109,661,351      374.01   -15.2
</TABLE>
                                                                         


<PAGE>


<TABLE>
<CAPTION>
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM                                         PAGE 5
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE

                              OPEN      SQ.FT/        1994     ----------- DECEMBER ----------  ----------- YEAR TO DATE   
MERCHANT                      DATE      CLOSE        SALES        1995        1994        +/-%        1995        1994     
- ---------------------------  ------    -------     -------     -------    --------     -------  ----------  ----------     
FOOD SPECIALITY *** SIC CLASS: FOOD
<S>                           <C>       <C>        <C>         <C>         <C>           <C>      <C>         <C>          
AUNTIE ANNE'S                 05/94        596     185,735      44,990      58,889       -23.6     356,656     185,735     
CINNABON                      10/90        925     744,676     109,748      91,427        20.0     772,438     744,676     
GENERAL NUTRITION CENTER      08/80      1,944     909,207      61,733      88,470       -30.2     885,757     909,207     
GREAT AMERICAN COOKIE         09/92        675     298,809      30,580      36,754       -16.8     256,235     298,809     
FAVORITE MUFFIN               09/91        750     359,705      27,700      36,325       -21.0     295,199     359,750     
COLA                          07/89      09/94     184,081      Closed           0       NOCMP           0     184,081     
COFFE  BEANERY, L             09/91        742     457,874           0      91,209       NOCMP     270,928     457,874     
                                                               -------     -------        ----   ---------   ---------     
COMPARABLE SUBTOTALS                                           275,750     311,865       -11.6   2,209,629   2,312,396     
                                                                 AREA:       4,890                   AREA:       4,294     
                                                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------

***RESTAURANTS***   SIC CLASS: REST                                                                                        
FRIENDLY RESTAURANTS          11/88      4,065   1,201,407     132,475     149,048       -11.1   1,096,296   1,201,407     
GREEN JEANS                   10/80      6,500   1,914,956           0     339,960       NOCMP   1,338,396   1,914,956     
                                                               -------     -------        ----   ---------   ---------     
COMPARABLE SUBTOTALS                                           132,475     149,048       -11.1   1,096,296   1,201,407     
                                                                 AREA:       4,065                   AREA:       4,065     
                                                                                                                           
- ---------------------------------------------------------------------------------------------------------------------------

***FOOD COURT***    SIC CLASS: FCRT                                                                                        
                                                                                                                           
CROPOLIS                      09/80        519     321,881           0      35,770       NOCMP     281,920     321,881     
RI'S BARBEQUE                 09/80        472     292,933           0      33,598       NOCMP     258,828     292,933     
ARTHUR TREACHERS FISH         01/93        561     545,925           0      64,262       NOCMP     425,241     545,925     
BIG EASY CAJUN                11/95        414           0           0           0       NOCMP           0           0     
IZZARRE PIZZERIA              10/89        607     336,449      37,107      42,493       -12.7     283,996     336,449     
HOWDER'S SEAFOOD              10/86        405     271,633      37,196      30,232        23.0     309,256     271,633     
EVERYTHING YOGURT             01/89        455     312,500      18,491      26,246       -29.5     265,015     312,500     
ENROKU                        05/80      1,323     382,720           0      39,863       NOCMP     289,759     382,720     
ANCHU WOK                     12/91        845     665,200      74,680      82,791        -9.8     676,083     665,200     
MCDONALD'S                    11/85      1,593   2,283,594     264,883     289,463        -8.5   2,160,710   2,283,594     
                                                                                                                           




                              OPEN    -------  ------------ ROLLING 12 MONTHS SALES THROUGH ---------   -------- BREAK POINT ------ 
MERCHANT                      DATE       +/-%      12/95         PSF        12/94         PSF    +/-%       AMOUNT         %     #  
- ---------------------------  ------   -------  ---------    --------   ----------     -------   -----    ---------     ------  ---- 
FOOD SPECIALITY *** SIC CLASS: FOOD                                                                                                 
<S>                           <C>               <C>          <C>         <C>          <C>                 <C>           <C>     <C> 
AUNTIE ANNE'S                 05/94     NOCMP    356,656      596.41      185,735      311,63   NOCMP      525,000       0.00    1  
CINNABON                      10/90       3.7    772,438      835.06      744,676      805.05     3.7      587,500       0.00    1  
GENERAL NUTRITION CENTER      08/80      -2.6    885,757      455.63      909,207      467.69    -2.6      928,571       7.00    1  
GREAT AMERICAN COOKIE         09/92     -14.2    256,235      379.60      298,809      442.67   -14.2      400,000      10.00    1  
FAVORITE MUFFIN               09/91     -17.9    259,199      393.59      359,705      479.60   -17.9      511,111      10.00    1  
COLA                          07/89     NOCMP          0        0.00      184,081      231.04   NOCMP      642,857       7.00    1  
COFFEE BEANERY, L             09/91     NOCMP    270,928      365.13      457,874      617.08   NOCMP      614,285       7.00    1  
                                        -----  ---------      ------    ---------      ------   -----                               
COMPARABLE SUBTOTALS                     -4.4  2,209,629      114.58    2,312,396      538.51    -4.4                               
                                                               AREA;        4,294                                                   
                                                                                                                                    
- ----------------------------------------------------------------------------------------------------------------------------------  
                                                                                                                                    
***RESTAURANTS***   SIC CLASS: REST                                                                                                 
FRIENDLY RESTAURANTS          11/88      -8.7  1,096,296      269.69    1,201,407      295.54    -8.7    1,504,050       5.00    1  
GREEN JEANS                   10/80     NOCMP  1,338,396      205.90    1,914,956      294.60   NOCMP    1,625,000       6.00    1  
                                        -----  ---------      ------    ---------      ------   -----                              
COMPARABLE SUBTOTALS                     -8.7  1,096,296      269.69    1,201,407      295.54    -8.7                               
                                                               AREA:        4,065                                                   
                                                                                                                                    
- ----------------------------------------------------------------------------------------------------------------------------------  
                                                                                                                                    
***FOOD COURT***    SIC CLASS: FCRT                                                                                                 
                                                                                                                                    
CROPOLIS                      09/80     NOCMP    281,920      543.19      321,881      620.19   NOCMP      319,264      10.00    1  
RI'S BARBEQUE                 09/80     NOCMP    258,828      548.36      292,933      620.62   NOCMP      300,000      10.00    1  
ARTHUR TREACHERS FISH         01/93     NOCMP    425,241      758.00      545,925      973.12   NOCMP      687,500      10.00    1  
BIG EASY CAJUN                11/95     NOCMP          0        0.00            0        0.00   NOCMP      600,000       8.00    1  
IZZARRE PIZZERIA              10/89     -15.6    283,996     467.862      336,449      554.28   -15.6      546,300      10.00    1  
HOWDER'S SEAFOOD              10/86      13.9    309,256      763.59      271,633      670.69    13.9      380,000      10.00    1  
EVERYTHING YOGURT             01/89     -15.2    265,015      582.45      312,500      686.81   -15.2      409,500      10.00    1  
ENROKU                        05/80     NOCMP    289,759      219.01      382,720      289.28   NOCMP      562,275       8.00    1  
ANCHU WOK                     12/91       1.6    676,083      800.09      665,200      787.21     1.6      828,571       7.00    1  
MCDONALD'S                    11/85      -5.4  2,160,710    1,356.37    2,283,594    1,433.51    -5.4    1,062,000       6.00    1  
</TABLE>
                               
                                      
NOTES: NOCMP  denotes  any TENANT  which does NOT have  sales  reported  for all
       months in the period. SALES figures are for the PERIOD ending in DECEMBER
       1995  SUBTOTALS  are  for  COMPARABLE   tenants  only.  Total  sales  are
       summarized at the beginning of the report.

<PAGE>


<TABLE>
FEB 1, 1996 03:20                                                                                                             Page 6

                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         9130: GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>       <C>     <C>        <C>        <C>          <C>      <C>          <C>         <C>      <C>      
NATHAN'S                   04/89     968     857,054    94,662     110,230     -14.1     722,911      857,054    -15.7     722,911  
QUICK -N- NATURAL          10/82     331     270,162         0      29,383     NOCMP     214,505      270,162    NOCMP     214,505  
ROY ROGERS                 10/89   1,200     917,996    96,667     113,268     -14.7     773,156      917,996    -15.8     773,156  
SBARRO                     08/80   1,747   1,001,293   114,092     121,637      -6.2     959,072    1,001,293     -4.2     959,072  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   737,777     816,361      -9.6   6,150,199    6,645,720     -7.5   6,150,199  
                                                         AREA:       7,820                 AREA:        7,820                       
====================================================================================================================================

*** WOMEN'S SPECIALTY *** SIC CLASS:  WSPC

ACCESSORY PLACE, INC       06/89   1,086     510,003    58,620      92,954     -36.9     360,036      518,003    -30.5     360,036  
AFTERTHOUGHTS BOUTIQU      12/86     586     277,948    54,738      58,051      -5.7     260,567      277,948     -6.3     260,567  
CLAIRE'S BOUTIQUE          11/92     717     386,123    76,048      69,942       8.7     386,119      386,123      0.0     386,119  
COTTON SUCCESS             01/93  03/94       45,528    Closed           0     NOCMP           0       45,520    NOCMP           0  
MOTHERTIME                 08/80   2,805     563,643    73,938      70,824       4.4     551,195      563,643     -2.2     551,195  
SENA HANDBAGS              11/80     546     130,423         0      30,523     NOCMP      92,017      130,423    NOCMP      92,017  
VICTORIA'S SECRET          05/85   5,282   3,708,295   659,051     805,515     -18.2   3,067,362    3,708,295    -17.3   3,067,362  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   922,394   1,097,286     -15.9   4,625,279    5,454,012    -15.2   4,625,279  
                                                         AREA:      10,476                 AREA:       10,476                       
====================================================================================================================================

*** WOMEN'S READY -TO-WEAR *** SIC CLASS:  WRTN

AUGUST MAX WOMAN #375      10/80   3,226     703,909    82,088      95,044     -13.6     626,475      703,909    -11.0     626,475  
CAREN CHARLES #747         10/80   3,348     565,048   135,872      96,563      40.7     717,307      565,048     26.9     717,307  
CASUAL CORNER #476         08/80   4,898   1,182,681   158,502     206,909     -23.4   1,066,903    1,182,681     -9.8   1,066,903  
CHARADE FASHION            08/80   3,873   1,362,085   148,813     218,000     -31.7   1,182,635   13,620,085    -13.2   1,182,635  
CONTEMPO CASUALS           02/92   3,677     897,111   148,744     169,882     -12.4     876,108      897,111     -2.3     876,108  
EXPRESS AND BATH & BO      07/92   9,259   4,170,480   632,353     908,043     -30.4   3,415,456    4,170,480    -18.1   3,415,456  
G&G                        08/80   1,985     727,241    97,832     105,341      -7.1     727,016      727,241     -0.0     727,016  
LANE BRYANT                04/85   4,274   1,138,243   180,191     191,205      -5.8   1,050,316    1,138,243     -7.7   1,050,316  
LERNER STORES #753         08/80   9,955   2,234,054   446,924     439,088       1.8   2,077,880    2,234,054     -7.0   2,077,880  
LOTS TO LOVE               08/84   2,896     796,659    84,723     110,000     -23.0     802,389      796,659      0.7     802,389  
PANTS PLACE PLUS           08/80   3,399   1,005,274   134,515     151,800     -11.4     885,920    1,005,274    -11.9     885,920  
<CAPTION>
                           ----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------
TENANT                         PSF          12/94       PSF           +/- %      AMOUNT         %       #
- ------------------------  -------------  ---------  -------------  ----------  ----------  ---------- ------
<S>                               <C>       <C>             <C>           <C>      <C>           <C>       <C>
NATHAN'S                          746.80    857,054         885.38       -15.7     944,444       10.00     1
QUICK -N- NATURAL                 648.05    270,162         816.19       NOCMP     260,000       10.00     1
ROY ROGERS                        644.29    917,996         764.99       -15.8   1,860,000        6.00     1
SBARRO                            648.98  1,001,293         573.15        -4.2     582,333        6.00     1
- ------------------------   -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS              786.47  6,645,720         849.83        -7.5
                                AREA:         7,820
============================================================================================================

*** WOMEN'S SPECIALTY *** SIC CLASS:  WSPC

ACCESSORY PLACE, INC              331.52    518,003         476.98       -30.5     678,750        8.00     1
AFTERTHOUGHTS BOUTIQU             444.65    277,948         474.31        -6.3     500,000        8.00     1
CLAIRE'S BOUTIQUE                 538.52    386,123         538.52        -0.0     627,375        0.00     1
COTTON SUCCESS                      0.00     45,528          25.91       NOCMP
MOTHERTIME                        196.50    563,643         200.94        -2.2   1,122,000        5.00     1
SENA HANDBAGS                     168.52    130,423         238.86       NOCMP           0        0.00     1
VICTORIA'S SECRET                 580.71  3,708,295         702.06       -17.3   3,697,400        5.00     1
- ------------------------   -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS              441.51  5,454,012         520.61       -15.2
                                   AREA:     10,476
============================================================================================================

*** WOMEN'S READY -TO-WEAR *** SIC CLASS:  WRTN

AUGUST MAX WOMAN #375             194.19    703,909         218.19       -11.0     967,800        5.00     1
CAREN CHARLES #747                214.24    565,048         168.77        26.9   1,205,280        5.00     1
CASUAL CORNER #476                217.82  1,182,681         241.46        -9.8   1,469,400        5.00     1
CHARADE FASHION                   305.35  1,362,085         351.68       -13.2   2,091,420        5.00     1
CONTEMPO CASUALS                  238.26    897,111         243.00        -2.3   2,794,520        5.00     1
EXPRESS AND BATH & BO             368.87  4,170,480         450.42       -18.1   5,925,760        5.00     1
G&G                               366.25    727,241         366.36        -0.0     992,500        5.00     1
LANE BRYANT                       245.74  1,138,243         266.31        -7.7   1,538,640        5.00     1
LERNER STORES #753                208.72  2,234,054         224.41        -7.0   5,375,700        5.00     1
LOTS TO LOVE                      277.06    796,659         275.08         0.7   1,206,667        6.00     1
PANTS PLACE PLUS                  260.64  1,005,274         295.75       -11.9   1,812,800        5.00     1
</TABLE>


Notes: NOCMP  denotes any TENANT which does NOT have sales  reported for all 
       months in the period.  
       SALES figures are for the PERIOD ending in DECEMBER 1995 
       SUBTOTALS are for COMPARABLE tenants only. Total sales are summarized
       at the beginning of the report.

<PAGE>

<TABLE>
FEB 1, 1996 03:20                                                                                                             PAGE 7

                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>     <C>     <C>        <C>        <C>           <C>     <C>          <C>          <C>     <C>        
PETITE SOPHITICATE #       08/80   2,182     702,817    99,797     115,633     -13.7     596,114      702,817    -15.2     596,114  
RALPH JOBEN                11/80   1,635     448,006         0      50,465     NOCMP     409,041      448,006    NOCMP     409,041  
THE LIMITED                07/93   6,353   1,938,163   200,711     326,438     -38.5   1,272,539    1,938,163    -34.3   1,272,539  
- ------------------------                            ----------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                 2,551,066   3,133,947     -18.6  18,297,058   17,423,766    -12.2  15,297,058
                                                         AREA:      59,325                 AREA:       59,325
====================================================================================================================================
***MEN'S READY-TO-WEAR *** SIC CLASS: MRTW

CHESS KING                 09/87   03/94      38,421    Closed           0     NOCMP           0       38,421    NOCMP           0  
D.J.'S FASHION CENTER      06/86   2,498     733,609   139,221     155,034     -10.2     492,198      733,609    -32.9     492,198  
GARAGE                     08/80   02/95     439,171    Closed     102,144     N0CM0      51,600      439,171    NOCMP      51,600  
GATSBY AT GALLERIA, I      10/80   3,116     807,240         0     166,363     NOCMP     530,916      807,240    NOCMP     530,916  
JUST SHIRTS                12/82     886     611,468   133,869     153,778     -12.9     565,139      611,468     -7.6     565,139  
OAK TREE                   08/80   2,642     721,862   145,554     157,992      -7.9     695,006      721,862     -3.7     695,006  
PACIFIC SUNWEAR OF CA      05/94   2,215     421,129    96,510      93,884       2.8     580,326      421,129    NOCMP     580,326  
RAPHAEL CLOTHES            10/81   11/94     423,098    CLOSED           0     NOCMP           0      423,098    NOCMP           0  
STRUCTURE                  09/94   5,709     799,639   336,719     499,759     -32.6   1,378,687      799,639    NOCMP   1,378,687  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   851,873   1,060,447     -19.7   1,752,343    2,066,940    -15.2   1,752,343  
                                                         AREA:      13,950                 AREA:        6,026              
====================================================================================================================================
*** UNISEX APPAREL *** SIC CLASS:  USEX

AEROPOSTAL                 02/93   3,690   1,322,626   283,441     277,355       2.2   1,243,270    1,322,626     -6.0   1,243,270  
AMERICAN EAGLE OUTFIT      11/94   3,935     249,650   218,104     233,667      -6.7     816,956      249,650    NOCMP     816,956  
CIGNAL                     07/86   2,632     778,605   128,386     151,186     -15.1     685,456      778,605    -12.0     685,456  
DESIGN'S BY LEVI STRA      08/80   6,624   2,026,632         0     383,939     NOCMP   1,418,102    2,026,632    NOCMP   1,413,102  
EZ CASUALS                 02/95  05/95            0    Closed           0     NOCMP           0            0    NOCMP           0  
JEAN COUNTRY               11/89   2,664   1,289,555   212,524     274,936     -22.7   1,114,421    1,289,555    -13.6   1,114,421  
KAPPA SPORT                07/84  08/95      460,580    Closed      82,000     NOCMP     183,260      460,580    NOCMP     183,260  
LEATHER BOUND              08/97   1,794     622,000    78,378     158,099     -50.4     402,225      622,000    -35.3     402,225  
MERRY GO ROUND             12/90   3,316     958,179   128,328     172,498     -25.6     768,630      958,179    -19.8     768,630  
STEFANEL                   11/80  04/94       11,680    Closed           0     NOCMP           0       11,680    NOCMP           0  
<CAPTION>
                            -----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------
TENANT                           PSF          12/94       PSF           +/- %      AMOUNT         %       #
- ------------------------    -------------  ---------  -------------  ----------  ----------  ---------- ------
<S>                                <C>     <C>               <C>          <C>     <C>              <C>     <C>
PETITE SOPHITICATE #               273.19    702,817         322.09       -15.2   1,190,181        6.50     1
RALPH JOBEN                        250.17    448,006         274.00       NOCMP   1,090,000        6.00     1
THE LIMITED                        200.30  1,938,163         305.07       -34.3   4,447,100        6.00     1
- ------------------------    -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS               257.85 17,423,766         293.70       -12.2
                                    AREA:     59,328
==============================================================================================================
***MEN'S READY-TO-WEAR *** SIC CLASS: MRTW

CHESS KING                            0.00     38,421          10.71       NOCMP   1,673,466        6.00     1
D.J.'S FASHION CENTER               197.03    733,609         293.67       -32.9   1,249,000        6.00     1
GARAGE                               23.01    439,171         195.88       NOCMP     822,067        6.00     1
GATSBY AT GALLERIA, I               170.38    807,240         259.06       NOCMP   1,558,000        6.00     1
JUST SHIRTS                         637.85    611,468         690.14        -7.6     649,733        6.00     1
OAK TREE                            263.06    721,862         273.22        -3.7     968,733        6.00     1
PACIFIC SUNWEAR OF CA               261.99    421,129         190.12       NOCMP   1,495,333        6.00     1
RAPHAEL CLOTHES                       0.00    423,098         209.87       NOCMP
STRUCTURE                           241.49    799,639         140.06       NOCMP   3,653,760        5.00     1
- ------------------------     -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS                290.79  2,066,940         343.00       -15.2
                                     AREA:     6,026
==============================================================================================================
*** UNISEX APPAREL *** SIC CLASS:  USEX

AEROPOSTAL                          336.92  1,322,626         358.43        -6.0   2,386,200        5.00     1
AMERICAN EAGLE OUTFIT               207.61    249,650          63.44       NOCMP   2,098,666        6.00     1
CIGNAL                              260.43    778,605         295.82       -12.0   1,579,200        5.00     1
DESIGN'S BY LEVI STRA               213.33  2,026,632         305.95       NOCMP   2,384,640        5.00     1
EZ CASUALS                            0.00          0           0.00       NOCMP
JEAN COUNTRY                        418.32  1,289,555         484.06       -13.6   1,820,400        6.00     1
KAPPA SPORT                         224.30    460,580         563.74       NOCMP     500,000        8.00
LEATHER BOUND                       224.20    622,000         346.71       -35.3     807,300        6.00     1
MERRY GO ROUND                      231.79    958,179         288.95       -19.8   1,823,800        6.00     1
STEFANEL                              0.00     11,680           7.92       NOCMP     786,134        6.00     1
</TABLE>

Notes:   NOCMP denotes any TENANT which does NOT have sales reported for all 
         months in the period.
         SALES figures are for the PERIOD ending in DECEMBER 1995
         SUBTOTALS are for COMPARABLE tenants only.  Total sales are summarized 
         at the beginning of the report.


<PAGE>

<TABLE>
FEB 1, 1996 03:20                                                                                                             PAGE 8

                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>    <C>     <C>         <C>          <C>           <C>     <C>          <C>          <C>     <C>      
THE COMPLETE ATHLETE       09/90   1,110     640,063         O     146,885     NOCMP     352,695      640,063    NOCMP      352,695 
THE GAP #751               08/80   7,511   4,159,412   668,730     859,299     -22.2   3,311,425    4,159,412    -20.4    3,311,425 
WILSON SUEDE & LEATHER     10/87   1,810   1,135,294   330,488     351,010      -5.8     964,891    1,135,294    -15.0      964,891 
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                 2,048,379   2,478,050     -17.3   8,490,318  10,265,671     -17.3    8,490,318 
                                                         AREA:      27,352                 AREA:       23,417                       
====================================================================================================================================
*** OTHER APPAREL *** SIC CLASS: OAPL

CHILDREN'S PLACE           08/80   1/95    1,608,167   348,949     340,708     NOCMP   1,507,347    1,608,167    NOCMP   1,507,347  
JAMBOREE                   07/88     979     830,926    67,805     126,801     -46.5     900,433      830,926      8.4     900,433  
XXMITED TOO                05/95   3,949           0    77,477           0     NOCMP     219,007            0    NCOMP     219,007  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                    67,805     126,801     -46.5     900,433      830,926      8.4     900,433
                                                         AREA:         979                 AREA:          979                       

====================================================================================================================================
*** FAMILY SHOES *** SIC CLASS:  FSHO

KINNEY SHOES #03960        08/90   2,543     803,462         0     120,733     NOCMP     584,433      803,462    NOCMP     584,433  
XXVERLAND TRADING          11/80   1,592   1,437,751   165,697     213,964     -22.6     866,722    1,437,751    -39.7     866,722  
THOM MCAN                  08/80   3,011   1,083,126   139,886     143,445      -2.5     974,945    1,083,126    -10.0     974,945  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   305,583     357,409     -14.5   1,841,668    2,520876     -26.9   1,841,668
                                                         AREA:       1,592                 AREA:    1,592              

====================================================================================================================================
*** WOMEN'S SHOES *** SIC CLASS:  WSHO

WEST                       06/84  01/95      796,280    Closed     110,354     NOCMP      40,883      796,280    NOCMP      40,883  
NATURALIZER                08/80   1,227     448,464    57,644      57,980      -0.6     414,906      468,464     -7.5     414,906  
XRECIS                     11/92   2,121     680,377    68,124      84,666     -19.5     581,849      680,377    -14.5     581,849  
RED CROSS SHOES            08/89   1,247     661,523    46,924      64,975     -27.8     535,467      661,523    -19.1     535,467  
WILD PAIR                  08/80   1,969     932,601   146,028     170,185     -14.2     949,194      932,601      1.8     949,194  
<CAPTION>
                           -----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------
TENANT                          PSF          12/94       PSF           +/- %      AMOUNT         %       #
- ------------------------   -------------  ---------  -------------  ----------  ----------  ---------- ------
<S>                                <C>       <C>             <C>          <C>     <C>              <C>     <C>
THE COMPLETE ATHLETE               320.63    640,063         581.87       NOCMP     642,857        7.00     1
THE GAP #751                       440.87  4,159,412         553.77       -20.4   5,382,883        6.00     1
WILSON SUEDE & LEATHER             533.08  1,135,294         627.23       -15.0     774,533        5.00     1
- ------------------------   ------------- ----------  -------------  ----------
COMPARABLE SUBTOTALS               362.57 10,265,671         438.38       -17.3
                                    AREA:     23,417
=============================================================================================================
*** OTHER APPAREL *** SIC CLASS:  OAPL           

CHILDREN'S PLACE                   329.33  1,608,167         351.35       NOCMP   1,556,180        6.00     1
JAMBOREE                           919.74    830,926         848.74         8.4     850,000        6.00     1
XXMITED TOO                         58.45          0           0.00       NOCMP   2,527,360        5.00     1
- ------------------------    -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS               919.74    830,926         848,74         8.4
                                    AREA:        979

=============================================================================================================
*** FAMILY SHOES *** SIC CLASS:   FSHO

KINNEY SHOES #03960                229.82    803,462         315.95       NOCMP   1,077,300        6.00     1
XXVERLAND TRADING                  544.42  1,437,751         903.10       -39.7     742,933        6.00     1
THOM MCAN                          323.79  1,083,126         359.72       -10.0   1,023,740        6.00     1
- ------------------------    -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS             1,156.82  2,520,876       1,583.46       -26.9
                                    AREA:      1,592

=============================================================================================================
*** WOMEN'S SHOES *** SIC CLASS:  WSHO

WEST                                30.53    796,280         594.68     NOCMP
NATURALIZER                        338.14    448,464         365.49        -7.5     750,000        6.00     1
XRECIS                             274.32    680,377         320.78       -14.5   1,237,250        6.00     1
RED CROSS SHOES                    429.40    661,523         530.49       -19.1   1,143,083        6.00     1
WILD PAIR                          482.06    932,601         473.64         1.8     721,966        6.00     1
</TABLE>

Notes:  NOCMP denotes any TENANT which does NOT have sales reported for all 
        months in the period.
        SALES figures are for the PERIOD ending in DECEMBER 1995
        SUBTOTALS are for COMPARABLE tenants only.  Total sales are summarized 
        at the beginning of the report.


<PAGE>


<TABLE>
FEB 1, 1996 03:20                                                                                                             PAGE 9
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>     <C>     <C>        <C>        <C>           <C>     <C>          <C>          <C>     <C>        
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   318,721     377,806     -15.6   2,481,416    2,722,965     -8.9   2,481,416
                                                         AREA:       6,564                 AREA:        6,564

====================================================================================================================================

*** MEN'S & BOYS SHOES *** SIC CLASS:  MSHO
ARWYN                      01/89   1,958    656,999     92,087     100,385      -8.3     547,155      656,999    -16.7     547,155  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                    92,087     100,385      -8.3     547,155      656,999    -16.7     547,155  
                                                         AREA:       1,958                 AREA:        1,958                       
====================================================================================================================================

*** CHILDREN'S SHOES *** SIC CLASS:  CSHO

TRU-STRIDE                 09/80   1,449     642,906    60,829      78,297     -22.1     529,121      642,906    -17.7     529,121  

- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                    60,829      78,297     -22.1     529,121      642,906    -17.7     529,121  
                                                         AREA:       1,449                 AREA:        1,489                       

====================================================================================================================================

*** ATHLETIC SHOES ***  SIC CLASS:  ASHO

ATHLETE'S FOOT             08/80   1,451   1,558,302   186,077     164,175      13.3   1,178,741    1,558,302    -24.4   1,178,741  
FOOTLOCKER #7635           11/94   2,441   1,866,948   210,175     224,777      -6.5   1,620,359    1,866,948    -13.2   1,620,359  
             thru 11/22/94 IN 2,284 square foot.
LADY FOOTLOCKER #615       01/90   1,683   1,346,894         0     187,855     NOCMP     929,600    1,346,894    NOCMP     929,688  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   396,252     388,952       1.9   2,799,100    3,425,250    -18.3   2,799,100  
                                                         AREA:       3,892                 AREA:        3,892                       

====================================================================================================================================

*** HOME FURNISHINGS *** SIC CLASS:  FURN           

LECHTER'S                  08/80   3,234   1,030,658   185,533     195,528      -5.1     918,131    1,030,658    -10.9     918,131  
PRINTS PLUS                11/89   1,392     465,736    83,883      87,105      -3.7     453,911      465,736     -2.5     453,911  
<CAPTION>
                          -----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------
TENANT                         PSF          12/94       PSF           +/- %      AMOUNT         %       #
- ------------------------  -------------  ---------  -------------  ----------  ----------  ---------- ------
<S>                             <C>       <C>             <C>          <C>     <C>              <C>     <C>
- ------------------------   -------------  ---------  -------------  ----------  ----------  ---------- -----
COMPARABLE SUBTOTALS              378.03  2,722,965         414.83        -8.9
                                   AREA:      6,564
============================================================================================================
*** MEN'S & BOYS SHOES *** SIC CLASS:  MSHO

ARWYN                             279.44    656,999         335.54       -16.7     734,250        6.00     1
- ------------------------   -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS              279.44    656,999         335.54       -16.7
                                   AREA:      1,958
===========================================================================================================
*** CHILDREN'S SHOES *** SIC CLASS:  CSHO

TRU-STRIDE                        365.16    642,906         443.68       -17.7     579,600        6.00     1

- ------------------------   -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS              365.16    642,906         443.68       -17.7
                                   AREA:      1,449

============================================================================================================
*** ATHLETIC SHOES ***  SIC CLASS:  ASHO

ATHLETE'S FOOT                    812.36  1,558,302       1,073.95       -24.4   1,714,285        7.00     1
FOOTLOCKER #7635                  663.80  1,866,948         764.82       -13.2   2,000,000        6.00     1
LADY FOOTLOCKER #615              552.39  1,346,894         800.29       NOCMP   1,234,200        6.00     1
- ------------------------   -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS              719.19  3,425,250         880.07       -18.3
                                   AREA:      3,892

============================================================================================================
*** HOME FURNISHINGS *** SIC CLASS:  FURN  

LECHTER'S                         283.89  1,030,658         318.69       -10.9     808,500        6.00     1
PRINTS PLUS                       326.08    465,736         334.58        -2.5     974,400        6.00     1
</TABLE>

Notes:  NOCMP denotes any TENANT which does NOT have sales reported for all 
        months in the period.
        SALES figures are for the PERIOD ending in DECEMBER 1995
        SUBTOTALS are for COMPARABLE tenants only.  Total sales are summarized 
        at the beginning of the report.



<PAGE>

<TABLE>
FEB 1, 1996 03:20                                                                                                            PAGE 10

                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>     <C>     <C>        <C>        <C>           <C>     <C>          <C>          <C>     <C>        
THE BOMBAY COMPANY         11/86   4,052   1,418,074   162,203     284,833     -43.1     946,375    1,418,074    -33.3     946,375
THIS END UP                02/82     960     878,831    81,335     108,526     -25.1     782,201      878,831    -11.0     782,201
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   512,954     675,992     -24.1   3,100,618    3,793,300    -18.3   3,100,618
                                                         AREA:       9,638                 AREA:        9,630                       

====================================================================================================================================
*** MUSIC & ELECTRONICS *** SIC CLASS:  ELEC

GAME STOP                  02/93     537     621,044   177,655     196,328      -9.5     512,249      621,044    -17.5     512,249  
MUSICLAND                  08/80   3,159   1,386,912   247,076     338,003     -26.9   1,118,012    1,386,912    -19.4   1,118,012  
RADIO SHACK                08/80   3,157   1,134,874   270,193     267,536       1.0   1,025,349    1,134,874     -9.7   1,025,349  
SAM GOODY                  08/80   4,807   2,186,621   392,794     503,208     -21.9   1,851,218    2,186,621    -15.3   1,851,218  
SOFTWARE ETC.              01/87   1,808   1,224,504   217,115     257,661     -15.7     881,886    1,224,504    -28.0     881,886  
SUNCOAST PICTURES          04/91   2,692     881,977   205,762     200,451       2.6     809,455      881,977     -8.2     809,455  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                 1,510,595   1,763,187     -14.3   6,198,168    7,435,932    -16.6   6,198,168  
                                                         AREA:      16,160                 AREA:       16,160                       

====================================================================================================================================
*** HOBBY & SPECIAL INTERESTS *** SIC CLASS:  HOBY

BONSAI DESIGNS             02/93  06/94       46,272    Closed           0     NOCMP           0       46,272    NOCMP           0  
HERMAN'S WORLD OF SPO      08/80  15,451   2,972,146   415,703     400,184       3.9   2,330,621    2,972,146    -21.6   2,330,621  
HEROES WORLD               08/80   1,054     349,084    40,517      55,470     -27.0     190,958      349,084    -45.3     190,958  
KAY BEE TOYS               04/93   3,322   1,619,144   506,551     512,099      -1.1   1,455,973    1,619,144    -10.1   1,455,973  
THE NATURE PRESERVE        01/93   03/94      25,650    Closed           0     NOCMP           0       25,650    NOCMP           0  
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   962,770     967,752      -0.5   3,977,553    4,940,374    -19.5   3,977,553  
                                                         AREA:      19,827                 AREA:       19,827                       

====================================================================================================================================
*** GIFTS & SPECIALTY *** SIC CLASS:  GIFT

BARNES & NOBLE BOOKST      08/80  09/94      354,556    Closed           0     NOCMP           0      354,556    NOCMP           0  
HALLMARK PART BASKET       08/80   3,164     725,915   204,207     191,870       6.4     717,082      725,915     -1.2     717,082  
<CAPTION>
                           -----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------
TENANT                          PSF          12/94       PSF           +/- %      AMOUNT         %       #
- ------------------------  --------------  ---------  -------------  ----------  ----------  ---------- ------
<S>                              <C>       <C>             <C>          <C>     <C>              <C>     <C>
THE BOMBAY COMPANY                 233.55  1,418,074         349.96       -33.3   1,688,333        6.00     1
THIS END UP                        814.79    878,831         915.44       -11.0     960,000        5.00     1
- ------------------------    -------------  ---------  -------------  ---------- 
COMPARABLE SUBTOTALS               321.70  3,793,300         393.57       -18.3
                                    AREA:      9,630
=============================================================================================================
*** MUSIC & ELECTRONICS *** SIC CLASS:  ELEC

GAME STOP                          953.90    621,044       1,156.50       -17.5     720,000        5.00     1
MUSICLAND                          383.91  1,386,912         439.03       -19.4   1,933,714        7.00     1
RADIO SHACK                        324.78  1,134,874         359.47        -9.7   2,104,666        3.00     1
SAM GOODY                          385.10  2,186,621         454.88       -15.3   2,540,842        7.00     1
SOFTWARE ETC.                      487.76  1,224,504         677.26       -28.0   1,193,280        5.00     1
SUNCOAST PICTURES                  300.68    881,977         327.62        -8.2   1,884,400        5.00     1
- ------------------------    -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS               383.55  7,435,932         460.14       -16.6
                                    AREA:     16,160
=============================================================================================================
*** HOBBY & SPECIAL INTERESTS *** SIC CLASS:  HOBY

BONSAI DESIGNS                       0.00     46,272          46.27     NOCMP
HERMAN'S WORLD OF SPO              150.83  2,972,146         192.35       -21.6   3,200,000        3.50     1
HEROES WORLD                       181.17    349,084         331.19       -45.3     593,750        8.00     1
KAY BEE TOYS                       438.28  1,619,144         487.40       -10.1   1,993,200        6.00     1
THE NATURE PRESERVE                  0.00     25,650          30.60     NOCMP
- ------------------------    -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS               200.61  4,940,374         249.17       -19.5
                                    AREA:     19,827
=============================================================================================================
*** GIFTS & SPECIALTY *** SIC CLASS:  GIFT

BARNES & NOBLE BOOKST                0.00    354,556         157.44     NOCMP     1,313,666        6.00     1
HALLMARK PART BASKET               226.63    725,915         229.42        -1.2   1,054,666        6.00     1
</TABLE>

Notes:  NOCMP denotes any TENANT which does NOT have sales reported for all 
        months in the period.
        SALES figures are for the PERIOD ending in DECEMBER 1995
        SUBTOTALS are for COMPARABLE tenants only.  Total sales are 
        summarized at the beginning of the report.

<PAGE>

<TABLE>
FEB 1, 1996 03:20                                                                                                            PAGE 11
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>     <C>     <C>       <C>         <C>           <C>     <C>          <C>          <C>     <C>        
XCAN'S HALLMARK            08/80   2,829   1,147,948   234,489     304,401     -23.0   1,027,942    1,147,948    -10.5   1,027,942
SPENSER GIFTS              09/94   1,757     286,374   198,865     171,761      15.8     655,849      286,374    NOCMP     655,849
THE DISNEY STORE           05/93   3,765   2,490,661   463,973     485,513      -4.4   2,218,663    2,490,661    -10.9   2,218,663
THINGS REMEMBERED          09/86     682     487,595    95,888      95,939      -0.1     467,699      487,595     -4.1     467,699
WALDENBOOKS #134023        08/80   4,833   1,481,621   268,137     318,418     -15.8   1,330,766    1,481,621    -10.2   1,330,766
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ------------
COMPARABLE SUBTOTALS                                 1,465,559   1,567,983     -6.5    5,762,151    6,333,740     -9.0   5,762,151
                                                         AREA:      17,030                 AREA:       15,273                       

====================================================================================================================================

*** COSTUME JEWELRY *** SIC CLASS: CJWL

SPASIA                     08/80     750     167,571    44,183      52,482     -15.8     140,905      167,571    -15.9     140,905
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                    44,183      52,482     -15.8     140,905      167,571    -15.9     140,905
                                                         AREA:         750                 AREA:          750                       

====================================================================================================================================

***  JEWELRY *** SIC CLASS: JWLY
X.L. GROSS                 10/80  02/94      100,494    Closed           0     NOCMP           0      100,494    NOCMP           0  
IDEAL JEWELERS             04/89     780     208,077         0      52,450     NOCMP     144,556      208,077    NOCMP     144,556  
JEWEL HUT                  04/90     156     299,565    83,996      82,782       1.5     292,106      299,565     -2.5     292,106  
KAY JEWELERS               08/80   1,342     835,527   187,503     181,692       3.2     697,388      835,527    -16.5     697,388  
MAJOR JEWELERS             09/94   1,000     653,022   205,413     239,779     -14.3     813,376      653,022     24.6     813,376  
              thru 08/31/94 in 873 square feet
ROSE JEWELRY               11/89     166     379,838    81,915      97,341     -15.8     319,361      379,838    -15.9     319,361  
SILVER AND GOLD CONNE      11/89     156     282,319    71,151      76,736      -7.3     274,423      282,319     -2.8     274,423  
                                                                                                                                    
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   629,978     678,330      -7.1   2,396,653    2,450,272     -2.2   2,396,653  
                                                         AREA:       2,820                 AREA:        2,820                       

====================================================================================================================================

*** OTHER RETAIL *** SIC CLASS:  OTHR

COHEN FASHION OPTICAL      08/80   1,692     977,529    68,118      99,081     -31.3     830,956      977,529    -15.0     830,956  
<CAPTION>
                           -----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------
TENANT                          PSF          12/94       PSF           +/- %      AMOUNT         %       #
- ------------------------  --------------  ---------  -------------  ----------  ----------  ---------- ------
<S>                              <C>       <C>             <C>            <C>     <C>             <C>     <C>
XCAN'S HALLMARK                   363.35   1,147,948         405.77       -10.5   1,414,500        8.00     1
SPENSER GIFTS                     373.27     286,374         162.99       NOCMP   1,112,766        6.00     1
THE DISNEY STORE                  589.28   2,490,661         661.53       -10.9   2,353,125        4.00     1
THINGS REMEMBERED                 685.77     487,595         714.94        -4.1     468,875        8.00     1
WALDENBOOKS #134023               275.34   1,481,621         306.56       -10.2   2,347,014        6.00     1
- ------------------------    ------------- ----------  -------------  ----------  
COMPARABLE SUBTOTALS              377.27   6,333,740         414.70        -9.0
                                   AREA:      15,273

=============================================================================================================

*** COSTUME JEWELRY *** SIC CLASS: CJWL

SPASIA                            187.87    167,571         223.42       -15.9     700,000        7.00     1
- ------------------------    -------------  ---------  -------------  ----------  
COMPARABLE SUBTOTALS              187.87    167,571         223.42       -15.9
                                   AREA:        750

=============================================================================================================

***  JEWELRY *** SIC CLASS: JWLY
X.L. GROSS                          0.00     100,494         168.61       NOCMP     422,166        6.00     1
IDEAL JEWELERS                    185.32     208,077         266.76       NCOMP     780,000        6.00     1
JEWEL HUT                       1,872.47     299,565       1,920.28        -2.5     400,000       10.00     1
KAY JEWELERS                      519.66     835,527         622.59       -16.5   1,118,333        6.00     1
MAJOR JEWELERS                    813.37     653,022         653.02        24.6   1,166,666        6.00     1
              thru 08/31/94
ROSE JEWELRY                    1,923.86     379,838       2,288.10       -15.9     500,000        8.00     1
SILVER AND GOLD CONNE           1,759.11     282,319       1,809.73        -2.8     400,000       10.00     1
                                                                                                            1
- ------------------------    -------------  ---------  -------------  ---------- 
COMPARABLE SUBTOTALS              849.87   2,450,272         868.89        -2.2
                                   AREA:       2,820

*** OTHER RETAIL *** SIC CLASS:  OTHR

COHEN FASHION OPTICAL              491.10    977,529         577.73       -15.0   1,128,000        6.00     1
</TABLE>

Notes:  NOCMP denotes any TENANT which does NOT have sales reported for all 
        months in the period.
        SALES figures are for the PERIOD ending in DECEMBER 1995
        SUBTOTALS are for COMPARABLE tenants only.  Total sales are summarized 
        at the beginning of the report.


<PAGE>

<TABLE>
FEB 1, 1996 03:20                                                                                                            PAGE 12

                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>     <C>     <C>        <C>        <C>           <C>     <C>          <C>          <C>     <C>        
JOHN DAVID TOBACCONIS      08/80     400     134,714    35,704      37,119      -3.8     132,732      134,714     -1.5     132,732  
NATURE'S ELEMENTS          11/92     904     399,258    83,191     118,463     -29.8     329,692      399,258    -17.4     329,692  
OVER THE COUNTER           10/80   1,196     579,552    63,788      72,184     -11.6     521,252      579,552    -10.1     521,252  
PILDES OPTICAL             11/80     884     490,620    34,434      57,690     -40.3     429,229      490,620    -12.5     429,229  
[ILLEGIBLE] MOBILE COMMON  11/93     163     170,506         0      20,951     NOCMP      63,844      170,506    NOCMP      63,844  
REVLON INSPIRATIONS        09/94  08/95        3,550    Closed       3,550     NOCMP      67,219        3,550    NOCMP      67,219  
SUNGLASS HUT               11/89     156     378,294    35,875      46,732     -23.2     300,437      378,294    -20.6     100,437  
SUNGLASS SOURCE            07/94     166      33,286    16,821      14,202      18.4     138,860       33,286    NOCMP     138,860  
VALENTI FRANGRANCE         11/90     156     292,634    66,655      70,830      -5.9     282,564      292,634     -3.4     282,564  
- ------------------------                              --------  ----------  --------  ----------  ----------- --------  ------------
COMPARABLE SUBTOTALS                                   404,586     516,301     -21.6   2,826,861    3,252,601    -13.1   2,826,861  
                                                         AREA:       5,554                 AREA:        5,388                       

====================================================================================================================================

*** PERSONAL SERVICES *** SIC CLASS:  PSVC

XPI PHOTO FINISH           01/86     974     344,407    34,822      42,228     -17.5     289,877      344,407    -15.8     289,877  
EXPRESSLY PORTRAITS        10/93   1,261     337,752    57,396      63,050      -9.0     367,185      337,752      8.7     367,185  
FAIT ACCOMPLI              09/91   1,401     345,326    28,139      33,184     -15.2     354,594      345,326      2.7     354,594  
FAIR DESIGNERS SALON       04/85   2,110     356,315         0      34,882     NOCMP     329,529      356,315    NOCMP     329,529  
LIBERTY TRAVEL 9/80        09/80   1,100     458,327         0      37,054     NOCMP     430,679      458,327    NOCMP     430,679  
SAILOR'S TOUCH             03/93   1,167     119,150         0       8,499     NOCMP      83,789      119,150    NOCMP      83,789  

- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                   120,357     138,462     -13.1   1,011,656    1,027,485     -1.5   1,011,656  
                                                         AREA:       3,636                 AREA:        3,636                       

====================================================================================================================================

*** KIOSKS *** SIC CLASS:  KIOS

NORTHERN LIGHTS CANDLE     09/93  02/94       10,067    Closed           0     NOCMP           0       10,067    NOCMP           0  
COMPARABLE SUBTOTALS                                         0           0       0.0           0            0      0.0           0  
                                                         AREA:           0                 AREA:            0                       

====================================================================================================================================

<CAPTION>
                                            -----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------    
                                                 PSF          12/94       PSF           +/- %      AMOUNT         %       #       
                                            -------------  ---------  -------------  ----------  ----------  ---------- ------    
<S>                                               <C>       <C>             <C>          <C>     <C>              <C>     <C>     
JOHN DAVID TOBACCONIS                               331.83    134,714         336.78        -1.5     425,000        8.00     1    
NATURE'S ELEMENTS                                   364.70    399,258         441.65       -17.4     753,333        6.00     1    
OVER THE COUNTER                                    435.82    579,552         484.57       -10.1     751,771        7.00     1    
PILDES OPTICAL                                      485.55    490,620         555.00       -12.5     728,571        7.00     1    
[ILLEGIBLE] MOBILE COMMON                           391.68    170,506       1,046.05       NOCMP      61,666       10.00     1    
REVLON INSPIRATIONS                                 412.38      3,550          21.77       NOCMP     350,000       10.00     1    
SUNGLASS HUT                                      1,925.88    378,294       2,424.96       -20.6     500,000        8.00     1    
SUNGLASS SOURCE                                     836.50     33,286         200.51       NOCMP     320,000       10.00     1    
VALENTI FRANGRANCE                                1,811.30    292,634       1,875.85        -3.4     420,000       10.00     1    
- ------------------------                         ---------  ---------       --------      ------     
COMPARABLE SUBTOTALS                                824.65  3,252,601         603.67       -13.1                                  
                                                     AREA:      5,388                                                             
                                                                                                                                  
                                            

====================================================================================================================================
                                                                                                                                
*** PERSONAL SERVICES *** SIC CLASS:  PSVC                                                                                      
                                                                                                                                
XPI PHOTO FINISH                                    297.61    344,407         353.60       -15.8     562,500        8.00     1  
EXPRESSLY PORTRAITS                                 291.18    337,752         267.84         8.7     630,500        8.00     1  
FAIT ACCOMPLI                                       253.10    345,326         246.48         2.7     600,428        7.00     1  
FAIR DESIGNERS SALON                                156.17    356,315         168.86       NOCMP   1,545,702        7.00     1  
LIBERTY TRAVEL 9/80                                 391.52    458,327         416.66       NOCMP           0        0.00     1  
SAILOR'S TOUCH                                       71.79    119,150         102.09       NOCMP     525,150        8.00     1  
                                                                                                                                
- ------------------------                     -------------  ---------  -------------  ----------                                
COMPARABLE SUBTOTALS                                278.23  1,027,485         282.58        -1.5                                
                                                     AREA:      3,636                                                           
                                                                                                                                
====================================================================================================================================

*** KIOSKS *** SIC CLASS:  KIOS

NORTHERN LIGHTS CANDLE                                0.00     10,067         100.66     NOCMP  
- ------------------------                              ----     ------         ------     -----
                                                      0.00          0           0.00       0.0
COMPARABLE SUBTOTALS                                 AREA:          0                           
                                            

====================================================================================================================================
</TABLE>


Notes:  NOCMP denotes any TENANT which does NOT have sales reported for all 
        months in the period.
        SALES figures are for the PERIOD ending in DECEMBER 1995
        SUBTOTALS are for COMPARABLE tenants only.  Total sales are summarized 
        at the beginning of the report.

<PAGE>

<TABLE>
FEB 1, 1996 03:20                                                                                                            PAGE 13

                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130: GALLERIA, THE

<CAPTION>
                           OPEN   SQ FT/       1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  ---------
TENANT                     DATE   CLOSE        SALES         1995       1994   +/- %        1995      1994        +/- %       12/95
- ------------------------  -----  ------       ------   ----------  ---------  --------  --------  --------      -------   ---------
<S>                        <C>    <C>      <C>              <C>    <C>          <C>    <C>       <C>               <C>     <C>     

***FINANCIAL AND OTHER NON-REPORTING *** SIC CLASS: FINL

ANCHOR SAVINGS BANK        10/85   09/95           0            0          0    NOCMP          0         0         NOCMP          0 
EMIGRANT SAVINGS BANK      08/80  10,000           0            0          0      0.0          0         0           0.0          0 
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                            0          0      0.0          0         0           0.0          0 
                                                            AREA:     10,000               AREA:    10,000                          
*** ANCHORS *** SIC CLASS:  ANCHOR

FILENE'S BASEMENT          09/92  26,100   5,865,289            0  1,016,317    NOCMP  4,420,988 5,865,289         NOCMP  4,420,988 
- ------------------------                              --------  ----------  --------  ----------  -----------  -------  ----------- 
COMPARABLE SUBTOTALS                                            0          0      0.0          0         0           0.0          0 
                                                            AREA:          0               AREA:         0         AREA:          0

*** NON REPORTING TENANTS *** SIC CLASS:  NONREP

ART EXPO                   05/92   1,820              Does not report sales.
BONSAI DESIGNS             07/94   10/94           0  Closed
CELTIC IMPORTS             03/93   1,635              Does not report sales.
DIME BANK-ATM              10/95     150              Does not report sales.
XZ CASUALS                 06/94   01/95           0  Closed
FAMILY PET CENTER          10/94   2,798              Does not report sales.
HICKORY FARMS              11/95   10/95           0  Closed
HICKORY FARMS              11/95   2,042              Does not report sales.
JEAN'S VILLAGE             10/95     603              Does not report sales.
JOHNNY ROCKETS             11/94   02/95           0  Closed
XABRIOLA FLORIST           11/95     817              Does not report sales.
NAILS & MORE BY DAWN       02/95     993              Does not report sales.
NORTHER LIGHTS CANDL       08/95     794              Does not report sales.
SAN FRANCISCO MUSIC B      10/93   01/94           0  Closed
THE CHILDREN'S PLACE       08/80   4,577              Does not report sales.
THE CHRISTMAS SHOPPE       10/95   3,412              Does not report sales.


<CAPTION>
                                    ----ROLLING 12 MONTHS SALES THROUGH----  ----BREAK POINT----
                                       PSF       12/94    PSF   +/- %          AMOUNT    %   #   
                                    -------------  ---------  -------------  ----------  -------  ---------- ------
                                     <C>     <C>        <C>     <C>      <C>          <C>    <C> 
                                                                                                                      
***FINANCIAL AND OTHER NON-REPORTING *** SIC CLASS: FINL
                                                                                                                      
ANCHOR SAVINGS BANK                    0.00          0    0.00  NOCMP             0    0.00   1                       
EMIGRANT SAVINGS BANK                  0.00          0    0.00    0.0             0    0.00   1                       
- ------------------------             -------------  ---------  -------------  ----------  ----------  ---------- -----
COMPARABLE SUBTOTALS                   0.00          0    0.00    0.0                                                 
                                      AREA:     10,000                                                                

*** ANCHORS *** SIC CLASS:  ANCHOR
                                                                                                                      
FILENE'S BASEMENT                    169.38  5,865,289  224.72  NOCMP    15,660,000    2.50   1                       
- ------------------------             -------------  ---------  -------------  ----------  ----------  ---------- -----
COMPARABLE SUBTOTALS                   0.00          0    0.00    0.0                                                 
                                      AREA:          0
                                    

</TABLE>

Notes:  NOCMP denotes any TENANT which does NOT have sales reported for all 
        months in the period.
        SALES figures are for the PERIOD ending in DECEMBER 1995
        SUBTOTALS are for COMPARABLE tenants only.  Total sales are summarized 
        at the beginning of the report.


<PAGE>

<TABLE>
FEB 1, 1996 03:20                                                                                                            PAGE 14
                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                        9130, GALLERIA, THE
<CAPTION>
                           OPEN   SQ FT/    1994    -----------DECEMBER------------  ----------YEAR TO DATE----------  -----------  
TENANT                     DATE   CLOSE     SALES      1995       1994       +/- %      1995        1994       +/- %      12/95     
- ------------------------  -----  ------  ---------- ---------  ----------  --------  ----------  -----------  -------  -----------  
<S>                        <C>     <C>     <C>        <C>        <C>           <C>     <C>          <C>          <C>     <C>        
THE VITAMIN WORKS          12/95     163            Does not report sales.
THOM MCAN                  02/95   3,011            Does not report sales.
<CAPTION>
                           -----------ROLLING 12 MONTHS SALES THROUGH---------  ---------BREAK POINT---------
TENANT                          PSF          12/94       PSF           +/- %      AMOUNT         %       #
- ------------------------   -------------  ---------  -------------  ----------  ----------  ---------- ------
<S>                              <C>       <C>             <C>          <C>     <C>              <C>     <C>
THE VITAMIN WORKS         
THOM MCAN                 
</TABLE>


<PAGE>


<TABLE>

FEB 1, 1996 03:20                                                                                                            PAGE 15


                                               PROPERTY MANAGEMENT INFORMATION SYSTEM
                                              SALES ANALYSIS FOR PERIOD ENDING DEC. 95
                                                         9130: GALLERIA, THE

                         ---------------------------------1994----------------------------- 
TENANT NAME              SLSCAT Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec  
- -----------              ------ ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  
                         
<S>                      <C>                                                                
XXROPOLIS                CFC                                                                
XXI'S BARBEQUE           CFC                                                                
ARTHUR TREACHERS FISH &  CFC                                                                
BIG EASY CAJUN           CFC                                                                
DESIGN'S BY LEVI STRAUS  D11                                                                
FILENE'S BASEMENT        AO1                                                                
GATSBY AT GALLERIA, INC. D08
XXNROKU                  CFC                                                                
HAIR DESIGNER'S SALON    T01                                                                
REAL JEWELERS            P03                                                                
KENNEY SHOES # 03960     E01                                                                
LADY FOOT LOCKER # 6153  E05                                                                
LIBERTY TRAVEL           T10                                                                
XX GREEN JEANS           C02                                                                
XXICK -N- NATURAL        CFC                                                                
XXINTEX MOBILE COMMUNICA S07                                                                
RALPH JOBEN              D02                                                                
XX HANDBAGS              D01                                                                
XXILOR'S TOUCH           T17                                                                
THE COFFEE BEANERY, LTD  B06                                                                
THE COMPLETE ATHLETE     D11                                                                
<CAPTION>
                         --------------------------1995----------------------------
TENANT NAME              Jan  Feb  Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec
- -----------              ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
<S>                      <C>                                               <C>  <C>
XXROPOLIS                                                                        X
XXI'S BARBEQUE                                                                   X
ARTHUR TREACHERS FISH &                                                          X
BIG EASY CAJUN                                                               X   X
DESIGN'S BY LEVI STRAUS                                                          X
FILENE'S BASEMENT                                                                X
GATSBY AT GALLERIA, INC.                                                         X
XXNROKU                                                                          X
HAIR DESIGNER'S SALON                                                        X   X
REAL JEWELERS                                                                    X
KENNEY SHOES # 03960                                                             X
LADY FOOT LOCKER # 6153                                                          X
LIBERTY TRAVEL                                                                   X
XX GREEN JEANS                                                                   X
XXICK -N- NATURAL                                                                X
XXINTEX MOBILE COMMUNICA                                                         X
RALPH JOBEN                                                                  X   X
XX HANDBAGS                                                                      X
XXILOR'S TOUCH                                                                   X
THE COFFEE BEANERY, LTD                                                          X
THE COMPLETE ATHLETE                                                             X
</TABLE>

<PAGE>


                       GALLERIA AT WHITE PLAINS (NEW YORK)
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                6/18/96 & 16:38
<TABLE>
<CAPTION>


                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>       <C>       <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                
# 1-SUITE 0101      1      26,100    8/96   7/06    -           10.00    261,000   4.00  UNLIMITED     NATURAL   GROSS LEASE*
BUNNIE'S            7

# 2-SUITE 0106      1       1,100    1/92  12/96    -           24.92     27,412     -       -          -        CAM4-RECOVERY CAM4
LIBERTY>>RENEW      2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-60          27.27     29,997     -       -          -        CAM4-RECOVERY CAM4
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 3-SUITE 0110      1      15,451   10/98   9/13    -            18.00   278,118    4.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
VACANT IN-LINE***   7                                    10/03   20.00   309,020                                 TAX2-RECOVERY TAX2
                                                         10/08   22.00   339,922                                 HVAR-HVAC CHARGE

# 4-SUITE 0113      1      10,000    8/80   1/06    -            28.00   280,000    -       -           -        CAM4-RECOVERY CAM4
EMIGRANT SAVINGS    2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 5-SUITE 0201      1       1,808    2/87   1/97    -            33.00    59,664    5.00 UNLIMITED       1,193   CAM3-RECOVERY CAM3
SOFTWARE>>RENNEW*   3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-120          28.00    50,624    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 6-SUITE 0202      1       4,807    2/91   1/98   -             37.00   177,859    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
SAM GOODY           5                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 7-SUITE 0205      1       3,157    2/93   1/03   -             20.00    63,140    3.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
RADIO SHACK         4                                     1/96   25.00    78,925                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 8-SUITE 0206      1       1,944    2/91   1/00   -             33.44    65,000    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
GENERAL NUTRITION   3                                     2/96   36.01    70,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 9-SUITE 0209      1         750   12/95  11/03   -             61.33    46,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
MY FAVORITE MUFFIN  1                                    12/97   66.67    50,000                                 TAX2-RECOVERY TAX2
                                                         12/99   72.00    54,000                                 UTLR-UTILITIES
                                                         12/01   77.33    58,000                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                


# 10-SUITE 0210     1       4,833    2/91   1/01    -            29.14   140,834    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
WALDEN BOOKS        5                                    2/96    33.00   159,489                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 11-SUITE 0213     1         717   11/92  12/02    -            65.00    46,605    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
CLAIRE'S BOUTIQUE   1                                    11/95   70.00    50,190                                 TAX2-RECOVERY TAX2
                                                         11/99   75.00    53,775                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 12-SUITE 0214     1       2,829    8/80   1/99    -            36.00   101,844    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
HALLMARK/JEANS      4                                     9/95   40.00   113,160                                TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#  13-SUITE 0218    1         603   10/97   9/07   -             60.00    36,180    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   1                                    10/02   66.00    39,798                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#  14-SUITE 0221    1         925   11/90  11/98                 48.65    45,000    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
CINNABON            2                                    12/95   50.81    47,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#  15-SUITE 0222    1       2,036   10/96   9/06                 32.00    65,152    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE      4                                    10/01   36.00    73,296                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#  16-SUITE 0225    1         675    6/92   6/02                 59.26    40,000   10.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
AMERICAN COOKIES    1                                     1/96   81.48    55,000                                 TAX2-RECOVERY TAX2
                                                          1/99   88.89    60,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#  17-SUITE 0226    2         331   10/82   1/00                 96.68    32,000   10.00 UNLIMITED         260   CAM3-RECOVERY CAM3
QUIK IN NATURAL     8                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

#  18-SUITE 0229    1       6,500   10/80   1/01                 15.00    97,500    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
MR.GREEN JEANS      6                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#  19-SUITE 0230    2         845   12/91   1/02                 68.64    58,000    7.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
MANCHU WOK          8                                    12/98   72.19    61,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 20-SUITE 0233     1       1,747    9/96   8/06    -            34.63    60,500    6.00 UNLIMITED       1,008   CAM3-RECOVERY CAM3
SBARRO ITALIAN      3                                    9/99    37.21    65,000                  9/03   1,158   TAX2-RECOVERY TAX2
                                                         9/03    39.78    69,500                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 21-SUITE 0234     2         561    3/93   3/03   -             98.04    55,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
ARTHUR TREACHERS    8                                    4/96   106.95    60,000                                 TAX2-RECOVERY TAX2
                                                         4/00   115.86    65,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

# 22-SUITE 0237     2       1,323    5/80  12/96   -             34.00    44,982    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
GENROKU (M-T-M)*    8                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-GENRUKU

# 23-SUITE 0238     2         607   10/89   9/05   -             85.00    51,595   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
BIZZARRE PIZZA      8                                    10/95   90.00    54,630                                 TAX2-RECOVERY TAX2
                                                         10/98  103.50    62,825                                 UTLR-UTILITIES
                                                         10/00  133.00    80,731                                 W/SR-WATER & SEWER
                                                         10/02  144.00    87,408                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

# 24-SUITE 0241     2         519    2/96   1/06   -             82.85    43,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
ACROPOLIS           8                                    2/99    86.71    45,000                                 TAX2-RECOVERY TAX2
                                                         2/03    90.56    47,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

# 25-SUITE 0242     2       1,200   10/89   9/05   -             83.00    99,600    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
ROY ROGERS          8                                    10/95   93.00   111,600                                 TAX2-RECOVERY TAX2
                                                         10/98  103.00   123,600                                 UTLR-UTILITIES
                                                         10/00  119.33   143,196                                 W/SR-WATER & SEWER
                                                         10/02  130.25   156,300                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-ROY ROGERS

# 26-SUITE 0245     2         472    2/96   1/06   -             91.10    43,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
JB'S TEXAS GRILL    8                                    2/99    95.34    45,000                                 TAX2-RECOVERY TAX2
                                                         2/03    99.58    47,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

# 27-SUITE 0249     2         414   11/95   1/06   -            115.94    48,000    8.00 UNLIMITED     NATURAL   CAM6-RECOVERY
BIG EASY CAJUN      8                                    11/98  123.19    51,000                                 TAX2-RECOVERY TAX2
                                                         11/02  130.43    54,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

# 28-SUITE 0250     2         455   10/89   9/05   -             85.00    38,675   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY
EVERYTHING YOGURT   8                                    10/95   90.00    40,950                                 TAX2-RECOVERY TAX2
                                                         10/98  103.50    47,093                                 UTLR-UTILITIES
                                                         10/00  146.00    66,430                                 W/SR-WATER & SEWER
                                                         10/02  165.00    75,075                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 29-SUITE 0253     2         405   10/86   9/96   -             93.83    38,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
CHOWDERS-RENEWAL*   8                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

# 30-SUITE 0254     1       1,100    9/90   1/99   -             40.91    45,000    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
COMPLETE ATHLETE    2                                    2/96    45.45    50,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 31-SUITE 0257     2         968    4/89   3/99   -             87.81    85,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
NATHAN'S FAMOUS     8                                    4/97    98.14    95,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-FOOD COURT

# 32-SUITE 0265     2       1,593   11/85   1/01   -            40.00     63,720    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
MCDONALD'S          8                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                                                                                                                 FCTR-MCDONALDS

# 33-SUITE 0269     1       4,065   11/88  10/03   -             18.50    75,203    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
FRIENDLY'S REST.    5                                   11/98    20.50    83,333                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 34-SUITE 0300     1         546   11/80   1/06   -             28.00    15,288                       NATURAL   CAM3-RECOVERY CAM3
SENA HANDBAGS       1                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 35-SUITE 0301     1         974    2/91   1/96   -             46.20    45,000    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
CPIPHOTO>>RENEW*    2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-12           25.67    25,000    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 36-SUITE 0302     1       4,274    4/85   1/96   -             18.00    76,932    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
LANE BRYANT-RENEW*  5                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-12           30.00   128,220    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 37-SUITE 0303     1       9,955    8/80   3/03   -             27.00   268,785    5.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
LERNER              6                                    2/96    30.00   298,650                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 38-SUITE 0306     1       1,820    4/97   3/07   -             38.00    69,160    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   3                                    4/02    42.00    76,440                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 39-SUITE 0310     1       3,873    8/80  12/96   -             27.00   104,571    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
CHARADE (N-T-M)*    5                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 40-SUITE 0313     1        3,765   6/93   5/03   -             25.00    94,125    4.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
DISNEY STORE        5                                    6/98    27.00   101,655                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 41-SUITE 0314     1       5,282   11/92   1/03   -             35.00   184,870    5.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
VICTORIA'S SECRET   6                                    11/97   37.00   195,434                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 42-SUITE 0318     1       1,958    1/89   1/01   -             22.50    44,055    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
HARWYN FLORSHEIM    3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 43-SUITE 0319     1       2,215    5/94   4/04   -             40.00    88,600    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
PACIFIC SUNWEAR     4                                    4/97    42.50    94,138                                 TAX2-RECOVERY TAX2
                                                         4/01    45.00    99,675                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 44-SUITE 0320     1         537    4/93   3/03   -             67.04    36,000    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
GAME STOP           1                                    4/96    76.35    41,000                                 TAX2-RECOVERY TAX2
                                                         4/00    85.66    46,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 45-SUITE 0322     1       1,969    8/80  12/96   -             22.00    43,318    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
WILD PAIR (M-T-M)*  3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 46-SUITE 0325     1       3,116    8/92   1/01   -             30.00    93,480    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
GATSBY GALLERIA     4                                    10/98   35.00   109,060                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 47-SUITE 0326     1       1,810   10/87   1/96   -             25.68    46,481    5.00 UNLIMITED         775   CAM3-RECOVERY CAM3
WILSON>>RENEWAL*    3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-12           36.00    65,160    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 48-SUITE 0329     1       1,000    9/94   8/04   -             70.00    70,000    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
MAJOR JEWELERS      2                                     9/99   75.00    75,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 49-SUITE 0330     1       1,196    2/91   1/96   -             44.00    52,624    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
OVERTHE-RENEWAL*    2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-12           46.00    55,016    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 5O-SUITE 0333     1      2,121    12/92  11/02   -             35.00    74,235    6.00 UNLIMITED         594   CAM4-RECOVERY CAM4
PRECIS              4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 51-SUITE 0334     1       3,011    2/96   1/06   -             32.00    96,352    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
THOM MCAN           4                                     2/01   36.00   108,396                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 52-SUITE 0337     1       1,247    8/89   7/98   -             55.00    68,585    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
RED CROSS SHOES     3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 53-SUITE 0338     1       3,399    4/97   3/07   -             32.00   108,768    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                     4/02   36.00   122,364                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 54-SUITE 0341     1       1,392   11/89  11/99   -             42.00    58,464    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
PRINTS PLUS         3                                    12/96   46.00    64,032                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 55-SUITE 0342     1         904   12/92   1/03   -             50.00    45,200    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
NATURE'S ELEMENTS   2                                   12/97    55.00    49,720                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 56-SUITE 0345     1       1,451    2/94   1/02   -             82.70   120,000    7.00 UNLIMITED      NATURAL  CAM4-RECOVERY CAM4
ATHLETE'S FOOT      3                                    2/96    86.15   125,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 57-SUITE 0346     1       3,348    4/99   3/09   -             32.00   107,136    5.00 UNLIMITED      NATURAL  CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                    4/04    36.00   120,528                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 58-SUITE 0349     1         886    2/92   1/98   -             44.00    38,984    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
JUST SHIRTS         2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 59-SUITE 0350     1       2,242    2/96   1/06   -             38.00    85,196    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
THIS END UP         4                                    2/99    40.00    89,680                                 TAX2-RECOVERY TAX2
                                                         2/03    42.00    94,164                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 60-SUITE 0354     1       1,794    4/98   3/08   -             38.00    68,172    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   3                                   4/03     42.00    75,348                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER &  SEWER
                                                                                                                 HVAR-HVAC CHARGE.
                                                                                                                 
                                                                                                                  
                                                                                                                  

# 61-SUITE 0357     1       6,353    7/93   1/06   -             35.00   222,355    5.00 UNLIMITED       1,761   CAM6-RECOVERY CAM6
THE LIMITED         6                                    7/99    37.00   235,061                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 62-SUITE 0358     1       4,577    2/96   1/05   -             25.00   114,425    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
CHILD PLACE         5                                    1/00    28.00   128,156                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 63-SUITE 0361     1         742   10/91   1/02   -             57.95    43,000    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
COFFEE BEANERY      1                                    11/96   60.65    45,000                                 TAX2-RECOVERY TAX2
                                                         11/01   64.69    48,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 64-SUITE 0364     1       2,664   12/89   1/00   -             39.00   103,896    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
JEAN COUNTRY        4                                    12/95   41.00   109,224                                 TAX2-RECOVERY TAX
                                                         12/97   43.00   114,552                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 65-SUITE 0365     1         682    9/86   8/96   -             55.00    37,510    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
THINGS>>RENEWAL*                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-120          60.00     0,920    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 66-SUITE 0368     1       3,316   10/96   9/06   -             32.00   106,112    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                    10/01   35.00   116,060                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 67-SUITE 0369     1         757    9/94   1/05   -             38.00    66,766    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
SPENCER GIFTS       3                                    9/97    40.00    70,280                                 TAX2-RECOVERY TAX2
                                                         9/01    42.00    73,794                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 69-SUITE 0370     1       1,449    2/96   1/06   -             36.00    52,164    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
TRU STRIDE          3                                    2/00    38.00    55,062                                 TAX2-RECOVERY TAX2
                                                         2/02    40.00    57,960                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER L SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 69-SUITE 0373     1       1,683    1/90  12/98   -             44.00    74,052    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
LADY FOOTLOCKER     3                                    1/96    49.00    82,467                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 70-SUITE 0374     1       1,227    2/91   1/97   -             36.67    45,000    6.00 UNLIMITED         750   CAM3-RECOVERY CAM3
NATURALIZER         3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 71-SUITE 0375     1       1,985    6/92   1/03   -             30.00    59,550    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
G&G Shops           3                                    2/97    40.00    79,400                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 72-SUITE 0377     1       2,642    8/80  12/96   -             22.00     58,124   6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
OAK TREE (M-T-M)*   4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 73-SUITE 0378     1       1,261   10/93   9/03   -             40.00    50,440    8.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
EXPRESSLY PORTRAIT  3                                    10/96   45.00    56,745                                 TAX2-RECOVERY TAX2
                                                         10/00   50.00    63,050                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 74-SUITE 0381     1       5,709    9/94   1/05   -             32.00   182,688    5.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
STRUCTURE           6                                    4/97    34.00   194,106                                 TAX2-RECOVERY TAX2
                                                         4/01    36.00   205,524                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 75-SUITE 0382     1       1,635    2/92   1/97   -             40.00    65,400    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
RALPH JOBEN         3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 76-SUITE 0387     1       1,592   11/80   1/98   -             28.00    44,576    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
OVERLAND TRADING    3                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 77-SUITE 0389     1       2,040    4/99   3/09   -             32.00    65,280    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                    4/04    36.00    73,440                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 78-SUITE 0391     1       1,401   10/91   9/01   -             30.00    42,030    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
HAIR STYLISTS       3                                    10/96   34.00    47,634                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 79-SUITE 0393     1       1,167    4/93   3/00   -             36.00    42,012    8.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
TAILOR'S TOUCH      2                                    4/96    40.00    46,680                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 80-SUITE   0395   1       1,692    2/93   1/03   -             40.00    67,680    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
COHEN'S OPTICAL     3                                    2/96    42.00    71,064                                 TAX2-RECOVERY TAX2
                                                         2/98    44.00    74,448                                 UTLR-UTILITIES
                                                         2/00    46.00    77,832                                 W/SR-WATER & SEWER
                                                         2/02    48.00    81,216                                 HVAR-HVAC CHARGE

# 81-SUITE 0401     1         780    1/89  12/01   -             52.50    40,950    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
IDEAL JEWELERS      2                                    11/95   60.00    46,800                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 82-SUITE 0402     1       1,654    7/98   6/08   -             38.00    62,852    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   3                                   7/03     42.00    69,468                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 83-SUITE 403-ATM  3         150   10/95   3/96   -              0.00         0     -       -           -       CAM3-RECOVERY CAM3
DINE SAVINGS BANK   9                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 84-SUITE 0405     1      3,412     7/97   6/07   -             32.00   109,184    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                    7/02    36.00   122,832                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 85-SUITE 0406     1      2,798    10/94  12/96   -             13.50    37,773     -     -             -       CAM3-RECOVERY CAM3
FAMILY PET (TEMP)*  4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 86-SUITE 0409     1      3.164     8/80   1/01   -             20.00    63,280    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
HALLMARK PARTY      4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 87-SUITE 0410     1      3,159     2/91   1/01   -             42.85   135,363    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
MUSICLAND           4                                    2/98    44.98   142,092                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 88-SUITE 0413     1       6,624   1/97   12/06   -             26.00   172,224    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   6                                     1/02   28.00   185,472                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 89-SUITE 0414     1       2,182    8/80  12/96   -             30.00    65,460    5.50 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
PETITE (M-T-M)*     4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 90-SUITE 0417     1       4,898    8/80  12/96   -             15.00    73,470    5.00 UNLIMITED       1,469   CAM3-RECOVERY CAM3
CASUAL (M-T-M)*     5                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 91-SUITE 0418     1       2,896   10/96   9/06   -             32.00    92,672    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                    10/01   36.00   104,256                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 92-SUITE 0421     1         794    7/99   6/09   -             48.00    38,112    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   2                                    7/04    54.00    42,876                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 93-SUITE 0422     1       1,342    4/99   3/09   -             38.00    50,996    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   3                                    4/04    42.00    56,364                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

# 94-SUITE 0424     1         993    2/96   1/06   -             30.21    30,000    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
NAILS & MORE        2                                    2/98    35.25    35,000                                 TAX2-RECOVERY TAX2
                                                         2/02    38.27    38,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 95-SUITE 0425     1       2,441   12/94   8/04   -             49.16   120,000    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
FOOTLOCKER          4                                    9/97    51.21   125,000                                 TAX2-RECOVERY TAX2
                                                         9/01    53.26   130,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 96-SUITE 0426     1       1,086   11/87  11/97   -             50.00    54,300    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
ACCESSORY PLACE     2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 97-SUITE 0430     1         400   10/91   1/00   -             80.00    32,000    8.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
JOHN TOBACCONIST    1                                   10/95    85.00    34,000                                 TAX2-RECOVERY TAX2
                                                        10/97    90.00    36,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 98-SUITE 0433     1       3,935   12/94   8/04   -             32.00   125,920    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
AMERICAN EAGLE      5                                    9/97    34.00   133,790                                 TAX2-RECOVERY TAX2
                                                         9/01    36.00   141,660                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

# 99-SUITE 0434     1         596    5/94   4/04   -             70.47    42,000    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
AUNTIE ANNE'S       1                                    5/97    75.50    45,000                                 TAX2-RECOVERY TAX2
                                                         5/01    80.54    48,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#100-SUITE 0436     1       2,692    6/91   1/02   -             35.00    94,220    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
SUNCOAST PICTURES   4                                    2/00    37.00    99,604                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#101-SUITE 0440     1       1,265    9/96   8/06   -             30.00    37,950    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
CANDIE'S            3                                    9/98    44.00    55,660                                 TAX2-RECOVERY TAX2
                                                         9/99    46.00    58,190                                 UTLR-UTILITIES
                                                         9/03    48.00    60,720                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#102-SUITE 0441     1       1,556    4/98   3/08   -             38.00    59,128    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LIKE      3                                    4/03    42.00    65,352                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#103-SUITE 0446     1       3,949    6/95   5/05   -             32.00   126,368    5.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
LIMITED TOO         5                                    6/98    34.00   134,266                                 TAX2-RECOVERY TAX2
                                                         6/02    36.00   142,164                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

#104-SUITE 0449     1       4,052   10/93   9/03   -             16.62    67,344    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
 BOMBAY COMPANY     5                                   10/95    25.00   101,300                                 TAX2-RECOVERY TAX2
                                                        10/96    27.50   111,430                                 UTLR-UTILITIES
                                                        10/00    30.00   121,560                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#105-SUITE 0450     1       3,226   10/80   1/96   -             15.00    48,390    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
AUGUST-RENEWAL*     4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-12           31.00   100,006    5.00 UNLIMITED     NATURAL   GROSS LEASE*

#106-SUITE 0453     1       2,632    1/97  12/06   -             32.00    84,224    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                    1/02    36.00    94,752                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#107-SUITE 0454     1         960    6/96   5/06    -            45.00    43,200    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
SWEET FACTORY       2                                    6/99    50.00    48,000                                 TAX2-RECOVERY TAX2
                                                         6/03    55.00    52,800                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#108-SUITE 0457     1       3,322    6/93   5/03   -             36.00   119,592    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
KAY BEE TOYS        4                                    5/96    38.00   126,236                                 TAX2-RECOVERY TAX2
                                                         5/00    40.00   132,880                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#109-SUITE 0458     1       3,677    4/92   3/02   -             38.00   139,726    5.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
CONTEMPO CASUALS    5                                    4/97    40.00   147,080                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

*110-SUITE 0461     1         586    5/92   4/02   -             68.26    40,000    8.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
AFTERTHOUGHTS       1                                    8/98    71.67    42,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#111-SUITE 0462     1         750    8/80  12/96   -             28.00    21,000    7.00 UNLIMITED         700   CAM3-RECOVERY CAM3
ASPASIA (M-T-M)*    1                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#112-SUITE 0464     1       2,805    8/80  12/96   -             20.00    56,100    5.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
M0THER. (M-T-M)*    4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#113-SUITE 0465     1       2,498    7/99   6/09   -             32.00    79,936    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                    7/04    36.00    89,928                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES    
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE  
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                
#114-SUITE 0468     1       3,234    8/80  12/96   -             15.00    48,510    6.00 UNLIMITED    NATURAL    CAM3-RECOVERY CAM3 
                                                                                                                 TAX2-RECOVERY TAX2 
                                                                                                                 UTLR-UTILITIES     
                                                                                                                 W/SR-WATER & SEWER 
                                                                                                                 HVAR-HVAC CHARGE  

                                                  1-12           30.00    97,020    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#115-SUITE 0472     1         817    2/91  12/96   -             48.96    40,000    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
KAPPA (M-T-M)*      2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#116-SUITE 0473     1       9,259   11/92   1/05   -             32.00   296,288    5.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
EXPRESS & BATH      6                                   11/96    34.00   314,806                                 TAX2-RECOVERY TAX2
                                                        11/00    36.00   333,324                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#117-SUITE 0474     1       7,511   11/91   5/04   -             43.00   322,973    6.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
THE GAP             6                                    6/97    45.00   337,995                                 TAX2-RECOVERY TAX2
                                                         6/00    48.00   360,528                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#118-SUITE 0480     1         979    5/95   6/00   -             52.09    51,000    6.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
GYMBOREE            2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE,

#119-SUITE 0483     1       2,543    2/92   1/01   -             25.42    64,643    6.00 UNLIMITED     NATURAL   CAM6-RECOVERY CAM6
KINNEY SHOES        4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#120-SUITE 0484     1       1,054    9/91   8/99   -             45.07    47,500    8.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
HEROES WORLD        2                                    9/96    49.81    52,500                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#121-SUITE 486      1       1,635    7/98   6/08   -             38.00    62,130    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE      3                                    7/03    42.00    68,670                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#122-SUITE 0489     1       3,690    5/93   4/03   -             33.00   121,770    5.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
AEROPOSTAL          5                                    5/98    36.00   132,840                                 TAX2-RECOVERY TAX2
                                                         5/01    38.00   140,220                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

#123-SUITE 0491     1       2,042   10/97   9/07   -             32.00    65,344    6.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VACANT IN-LINE***   4                                   10/02    36.00    73,512                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#124-SUITE 0495     1       2,110    4/85   1/96   -             51.28   108,201    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
HAIR DES.-RENEW*    4                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

                                                  1-120          56.87   120,000    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#125-SUITE 0497     1         884    2/96   1/06   -             62.22    55,000    7.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
PILDES OPTICAL      2                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#126-SUITE 9001     6     227,316    4/81   3/11   -              0.31    70,000     -      -           -        CANC-JCPENNEY*
JC PENNEY          10

#127-SUITE 9002     4     328,599    4/80   4/30   -              0.00         0     -      -           -        CANC-STERN'S*
STERN'S            10

#129-SUITE KI-01    3         156   11/94  12/97   -            256.41    40,000   10.00 UNLIMITED     NATURAL   CAMl-RECOVERY CAM1
SILVER &  GOLD      9                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#129-SUITE K2-01    3         156   11/94   1/00   -            256.41    40,000    8.00 UNLIMITED     NATURAL   CAMl-RECOVERY CAM1
SUN GLASS HUT       9                                   12/96   269.23    42,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#130-SUITE K3-01    3         156    5/95   4/00   -            256.41    40,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
JEWEL HUT           9                                    5/98   269.23    42,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#131-SUITE K4-01    3         156   11/90    7/96  -            262.82    41,000   10.00 UNLIMITED     NATURAL   CAM3-RECOVERY CAM3
VALENTI FRAGRANCE   9                                   12/95   269.23    42,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER &L SEWER
                                                                                                                 HVAR-HVAC CHARGE

#132-SUITE K5-01    3         163   11/93   12/95  -             226.99    37,000   10.00 UNLIMITED     NATURAL  CAM4-RECOVERY CAM4
QUINTEX>>RENEWAL*   9                                                                                            TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                  PRIMARY/                                              ANNUAL
                 SECONDARY SQUARE   LEASE  LEASE  OPTION     MINIMUM     MINIMUM  OVERAGE CEILING   BREAKPOINT
    TENANT        CODES     FEET    BEGIN   END   #/MOS     RENT/SF       RENT      %    (000's)      (000's)       RECOVERIES
- -------------     -----    ------   -----  ----- ------  ------------- --------- ------- --------- -----------  --------------------
<S>                 <C>     <C>      <C>    <C>   <C>           <C>      <C>       <C>   <C>         <C>        <C>                

                                                  1-12          226.99    37,000   10.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
                                                                                                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#133-SUITE K6-01    3         166   11/89  10/99   -            240.96    40,000    8.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
ROSE JEWELRY        9                                   11/96   259.04    43,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#134-SUITE K7-03    3         163   12/95  12/00   -            245.40    40,000   10.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
VITAMIN WORKS       9                                   12/98   257.67    42,000                                 TAX2-RECOVERY TAX2
                                                                                                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE

#135-SUITE K8-04    3         166    7/94  12/99   -            192.77    32,000   10.00 UNLIMITED     NATURAL   CAM4-RECOVERY CAM4
SUNGLASS SOURCE     9                                     1/97  210.84    35,000                                 TAX2-RECOVERY TAX2
                                                          1/98  228.92    38,000                                 UTLR-UTILITIES
                                                                                                                 W/SR-WATER & SEWER
                                                                                                                 HVAR-HVAC CHARGE
                         --------
                          882,728
                         ========

</TABLE>


<PAGE>


                       GALLERIA AT WHITE PLAINS (NEW YORK)
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS
                                 6/18/96 @ 16:39





BUILDING PROLOGUE
- -----------------


LEASEHOLD ANALYSIS OF GALLERIA AT WHITE PLAINS (NEW YORK) BEGINNING 6/1995

FOR 25 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------


SGLA
DESCRIBED AS GROSS LEASABLE AREA; MALL SHOP TENANTS
1995 VALUE -       326,813
1996 VALUE -       326,813
THEREAFTER -  CONSTANT

AGLA
DESCRIBED AS  GROSS LEASABLE AREA; ANCHOR TENANTS
1995 VALUE -       555,915
1996 VALUE -       555,915
THEREAFTER -  CONSTANT

CAM1
DESCRIBED AS  GROSS OCCUPIED AREA; USED FOR CAM1 RECOVERY TYPE 1
(EXCLUDES SECONDARY CODE #7/MAJORS, #10/ANCHORS, #12/STREET)
1995  VALUE   -    227,196
1996  VALUE   -    227,196
1997  VALUE   -    240,523
1998  VALUE   -    259,503
1999  VALUE   -    268,798
2000  VALUE   -    272,154
2001  VALUE   -    266,748
2002  VALUE   -    271,565
2003  VALUE   -    266,406
2004  VALUE   -    271,150
2005  VALUE   -    267,516
2006  VALUE   -    266,274
2007  VALUE   -    264,012
2008  VALUE   -    270,888
2009  VALUE   -    271,241
2010  VALUE   -    272,400
2011  VALUE   -    269,527
2012  VALUE   -    272,210
2013  VALUE   -    267,299
2014  VALUE   -    269,967
2015  VALUE   -    269,708
2016  VALUE   -    269,234
2017  VALUE   -    263,485
2018  VALUE   -    270,771
2019  VALUE   -    271,137
THEREAFTER    - CONSTANT

CAM2
DESCRIBED AS   GROSS OCCUPIED AREA; USED FOR CAM RECOVERY TYPE 2
(EXCLUDES SECONDARY CODE #7/MAJORS, #10/ANCHORS)
1995  VALUE   -    238,296
1996  VALUE   -    238,296
1997  VALUE   -    251,623
1998  VALUE   -    270,603
1999  VALUE   -    279,898
2000  VALUE   -    283,254
2001  VALUE   -    277,848
2002  VALUE   -    282,482
2003  VALUE   -    277,506
2004  VALUE   -    282,250


<PAGE>


                                                                       PAGE   2

2005 VALUE   -   278,616
2006 VALUE   -   275,707
2007 VALUE   -   275,112
2008 VALUE   -   281,988
2009 VALUE   -   282,341
2010 VALUE   -   283,500
2011 VALUE   -   280,627
2012 VALUE   -   283,126
2013 VALUE   -   278,399
2014 VALUE   -   281,067
2015 VALUE   -   280,808
2016 VALUE   -   278,667
2017 VALUE   -   274,585
2018 VALUE   -   281,871
2019 VALUE   -   282,237
THEREAFTER   - CONSTANT

CAM3
DESCRIBED AS  GROSS OCCUPIED AREA,- USED FOR CAM RECOVERY TYPE 3
(EXCLUDES SECONDARY CODE #7/MAJORS, #10/ANCHORS, #12/STREET)
+100.0% OF CAM1

CAM4
DESCRIBED AS GROSS OCCUPIED AREA; USED FOR CAM RECOVERY TYPE 4
(EXCLUDES SECONDARY CODE #10/ANCHORS)
+100.0% OF CAM2

TAX1
DESCRIBED AS GROSS LEASABLE AREA; USED FOR TAX RECOVERY TYPE 1
(INCLUDES TOTAL MALL GLA)
1995 VALUE -     326,813
1996 VALUE -     326,813
THEREAFTER -  CONSTANT

TAX2
DESCRIBED AS  GROSS OCCUPIED AREA; USED FOR TAX RECOVERY TYPE 2
(EXCLUDES SECONDARY CODE #7/MAJORS, #10/ANCHORS)
+100.0% OF CAM2

UTLA
DESCRIBED AS GROSS OCCUPIED AREA; FOR UTILITY & WATER/SEWER RECOVERY
(EXCLUDES SECONDARY CODE #7/MAJORS, #10/ANCHORS)
+100.0% OF CAM2

FLOA
DESCRIBED AS GROSS OCCUPIED AREA; USED FOR FOOD COURT RECOVERY
(INCLUDES PRIMARY CODE #2/FOOD COURT)
1995 VALUE   -      9,610
1996 VALUE   -      9,610
1997 VALUE   -      9,032
1998 VALUE   -      9,693
1999 VALUE   -      9,532
2000 VALUE   -      9,638
2001 VALUE   -      9,428
2002 VALUE   -      9,552
2003 VALUE   -      9,600
2004 VALUE   -      9,693
2005 VALUE   -      9,265
2006 VALUE   -      9,240
2007 VALUE   -      9,473
2008 VALUE   -      9,693
2009 VALUE   -      9,532
2010 VALUE   -      9,638
2011 VALUE   -      9,428
2012 VALUE   -      9,552
2013 VALUE   -      9,600
2014 VALUE   -      9,693
2015 VALUE   -      9,555


<PAGE>


                                                                       PAGE    3



2016 VALUE -      9,186
2017 VALUE -      9,439
2018 VALUE -      9,693
2019 VALUE -      9,532
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

RENG
DESCRIBED AS GROWTH RATE FACTOR; MARKET RENTS
1995 VALUE -       0.00
1996 VALUE -       0.00
1997 VALUE -       2.00
1998 VALUE -       3.00
1999 VALUE -       3.50
THEREAFTER - CONSTANT

EXPG
DESCRIBED AS GROWTH RATE FACTOR; GENERAL EXPENSES
1995 VALUE -       3.50
1996 VALUE -       3.50
THEREAFTER - CONSTANT

SALM
DESCRIBED AS GROWTH RATE FACTOR; SALES
1995 VALUE -       0.00
1996 VALUE -       2.00
1997 VALUE -       3.00
1998 VALUE -       3.50
THEREAFTER - CONSTANT

MISG
DESCRIBED AS GROWTH RATE FACTOR; MISCELLANEOUS INCOME
1995 VALUE -       3.00
1996 VALUE -       3.00
THEREAFTER - CONSTANT

TAXG
DESCRIBED AS GROWTH RATE FACTOR; REAL ESTATE TAXES
1995 VALUE -       6.00
1996 VALUE -       6.00
1997 VALUE -       5.00
1998 VALUE -       4.00
THEREAFTER - CONSTANT

UTLG
DESCRIBED AS GROWTH RATE FACTOR; UTILITIES
1995 VALUE         2.00
1996 VALUE         2.00
THEREAFTER   CONSTANT

MARKET RATES
- ------------

MKT1
DESCRIBED AS MARKET RENTAL RATE; TENANTS < 750 SQ/FT
1995 VALUE -      60.00
1996 VALUE -      60.00
THEREAFTER - GROWING AT GROWTH RATE RENG

MKT2
DESCRIBED AS MARKET RENTAL RATE; TENANTS 751-1200 SQ/FT
1995 VALUE -      48.00
1996 VALUE -      48.00
THEREAFTER - GROWING AT GROWTH RATE RENG


<PAGE>

                                                                       PAGE    4


MKT3
DESCRIBED AS MARKET RENTAL RATE; TENANTS 1201-2000 SQ/FT
1995 VALUE -      38.00
1996 VALUE -      38.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT4
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 2001-3500 SQ/FT
1995 VALUE -      32.00
1996 VALUE -      32.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT5
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 3501-5000 SQ/FT
1995 VALUE -      30.00
1996 VALUE -      30.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT6
DESCRIBED AS  MARKET RENTAL RATE; TENANTS 5001-15000 SQ/FT
1995 VALUE -      26.00
1996 VALUE -      26.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKT7
DESCRIBED AS  MARKET RENTAL RATE; TENANTS > 15000 SQ/FT
1995 VALUE -      20.00
1996 VALUE -      20.00
THEREAFTER -  GROWING AT GROWTH RATE RENG

MKTF
DESCRIBED AS  MARKET RENTAL RATE; FOOD COURT TENANTS
1995 VALUE -      70.00
1996 VALUE -      70.00
THEREAFTER -   GROWING AT GROWTH RATE RENG

MKTK
DESCRIBED AS  MARKET RENTAL RATE; KIOSK TENANTS
1995 VALUE -          250
1996 VALUE -          250
THEREAFTER -  GROWING AT GROWTH RATE RENG

RESR
DESCRIBED AS  EXPENSE RATE; RESERVES FOR REPLACEMENT
1995 VALUE -        0.15
1996 VALUE -        0.15
THEREAFTER -  GROWING AT GROWTH RATE EXPG

ATLN
DESCRIBED AS  ALTERATION RATE; NEW TENANTS
1995 VALUE -        8.00
1996 VALUE -        8.00
THEREAFTER -  GROWING AT GROWTH RATE EXPG

ALTR
DESCRIBED AS  ALTERATION RATE; RENEWAL TENANTS
1995 VALUE -        1.00
1996 VALUE -        1.00
THEREAFTER -  GROWING AT GROWTH RATE EXPG

ALTB
DESCRIBED AS  ALTERATION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
 +30.0% OF ATLN +70.0% OF ALTR

SALR
DESCRIBED AS SALES RATE; AVERAGE FOR MALL SHOP TENANTS
1995 VALUE -          344
1996 VALUE -          344


<PAGE>


                                                                      PAGE    5


THEREAFTER - GROWING AT GROWTH RATE SALM

SALF
DESCRIBED AS  SALES RATE; AVERAGE FOR FOOD COURT TENANTS
1995 VALUE -         718
1996 VALUE -         718
THEREAFTER -  GROWING AT GROWTH RATE SALM

HVAR
DESCRIBED AS  EXPENSE RECOVERY RATE; HVAC CHARGE
1995 VALUE -         1.66
1996 VALUE -         1.66
THEREAFTER -  CONSTANT

UTLR
DESCRIBED AS  EXPENSE RATE; UTILITIES
1995 VALUE -         5.01
1996 VALUE -         5.01
THEREAFTER -  GROWING AT GROWTH RATE UTLG

COMN
DESCRIBED AS  COMMISSION RATE; NEW TENANTS
1995 VALUE    -      3.50
1996 VALUE    -      3.50
1997 VALUE    -      3.50
1998 VALUE    -      3.50
1999 VALUE    -      3.50
2000 VALUE    -      3.50
2001 VALUE    -      4.00
2002 VALUE    -      4.00
2003 VALUE    -      4.00
2004 VALUE    -      4.00
2005 VALUE    -      4.00
2006 VALUE    -      4.50
THEREAFTER    -CONSTANT

COMR
DESCRIBED AS  COMMISSION  RATE; RENEWAL TENANTS
1995 VALUE    -      1.50
1996 VALUE    -      1.50
1997 VALUE    -      1.50
1998 VALUE    -      1.50
1999 VALUE    -      1.50
2000 VALUE    -      1.50
2001 VALUE    -      1.75
2002 VALUE    -      1.75
2003 VALUE    -      1.75
2004 VALUE    -      1.75
2005 VALUE    -      1.75
2006 VALUE    -      2.00
THEREAFTER    -CONSTANT

COMB
DESCRIBED AS  COMMISSION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30.0% OF COMN +70.0% OF COMR

FCT*
DESCRIBED AS FOOD COURT RECOVERY RATE; CALCULATION (INFORMATIONAL)
EXPENSE FCTR  DIVIDED BY AREA MEASURE FLOA

CAM*
DESCRIBED AS  CAM RECOVERY RATE; CALCULATION OF PASS-THROUGH (INFORMATIONAL)
EXPENSE CAM3  DIVIDED BY AREA MEASURE CAM3

TAX*
DESCRIBED AS  TAX RECOVERY RATE; CALCULATION OF PASS-THROUGH (INFORMATIONAL)
EXPENSE TAX2  DIVIDED BY AREA MEASURE TAX2


<PAGE>


                                                                      PAGE    6



UTL*
DESCRIBED AS UTILITY/ENERGY RECOVERY RATE; CALCULATION (INFORMATIONAL)
EXPENSE UTLR DIVIDED BY AREA MEASURE UTLA

W/S*
DESCRIBED AS WATER RECOVERY RATE; CALCULATION OF PASS-THROUGH (INFORMATIONAL)
EXPENSE W/SR DIVIDED BY AREA MEASURE UTLA


MISCELLANEOUS INCOMES
- ---------------------

TEMPORARY LEASING
1995 VALUE -       230,000
1996 VALUE -       230,000
THEREAFTER -   GROWING AT   GROWTH RATE MISG

MISCELLANEOUS
1995 VALUE -        70,000
1996 VALUE -        70,000
THEREAFTER -   GROWING AT GROWTH RATE MISG


EXPENSES
- --------

COMMON AREA MAINT., REFERRED TO AS CAMX
DESCRIBED AS COMMON AREA MAINTENANCE; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 3,025,000
1996 VALUE - 3,025,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

CDEP-DEPRECIATION , REFERRED TO AS CDEP
DESCRIBED AS COMMON AREA MAINTENANCE; DEPRECIATION & INTEREST
AN INFORMATIONAL EXPENSE
1995 VALUE -       140,278
1996 VALUE -       140,278
THEREAFTER -   CONSTANT

CANC-ANCHOR CONT. , REFERRED TO AS CANC
DESCRIBED AS COMMON AREA MAINTENANCE; ANCHOR/MAJOR CONTRIBUTION POOL
AN INFORMATIONAL EXPENSE
1995  VALUE  -     230,643
1996  VALUE  -     230,643
1997  VALUE  -     227,553
1998  VALUE  -     271,733
1999  VALUE  -     413,752
2000  VALUE  -     421,617
2001  VALUE  -     455,578
2002  VALUE  -     465,340
2003  VALUE  -     486,874
2004  VALUE  -     494,166
2005  VALUE  -     512,874
2006  VALUE  -     506,321
2007  VALUE  -     547,521
2008  VALUE  -     552,598
2009  VALUE  -     567,950
2010  VALUE  -     582,487
2011  VALUE  -     549,573
2012  VALUE  -     541,375
2013  VALUE  -     521,638
2014  VALUE  -     585,352
2015  VALUE  -     605,369
2016  VALUE  -     594,440
2017  VALUE  -     659,733
2018  VALUE  -     665,771
2019  VALUE  -     687,471


<PAGE>


                                                                        PAGE   7



THEREAFTER - CONSTANT

CAMl-RECOVERY CAM1, REFERRED TO AS CAM1
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY TYPE 1
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX+115.0% OF CDEP
- -100.0% OF CANC

CAM2-RECOVERY CAM2, REFERRED TO AS CAM2
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY TYPE 2
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX+115.0% OF CDEP
- -100.0% OF CANC

CAM3-RECOVERY CAM3, REFERRED TO AS CAM3
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY TYPE 3
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX+115.0% OF CDEP
- -100.0~% OF CANC

CAM4-RECOVERY CAM4, REFERRED TO AS CAM4
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY TYPE 4
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX+115.0% OF CDEP
- -100.0% OF CANC

CAM6-RECOVERY CAM6, REFERRED TO AS CAM6
DESCRIBED AS COMMON AREA MAINTENANCE; FOR RECOVERY TYPE 6
AN INFORMATIONAL EXPENSE
+115.0% OF CAMX+115.0% OF CDEP
- -100.0% OF CANC

REAL ESTATE TAXES , REFERRED TO AS TAXX
DESCRIBED AS REAL ESTATE TAXES; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -   2,672,000
1996 VALUE -   2,672,000
THEREAFTER   GROWING AT GROWTH RATE TAXG

TANC-ANCHOR CONT. , REFERRED TO AS TANC
DESCRIBED AS REAL ESTATE TAXES; ANCHOR/MAJOR CONTRIBUTION POOL
AN INFORMATIONAL EXPENSE
1995 VALUE -    330,187
1996 VALUE -    330,187
THEREAFTER - GROWING AT GROWTH RATE TAXG

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY TYPE 1
AN INFORMATIONAL EXPENSE
+100.0% OF TAXX

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS REAL ESTATE TAXES; FOR RECOVERY TYPE 2
AN INFORMATIONAL EXPENSE
+100.0% OF TAXX-100.0% OF TANC

UTILITY EXPENSE   , REFERRED TO AS UTLX
DESCRIBED AS UTILITY/ENERGY; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE - 1,440,000
1996 VALUE - 1,440,000
THEREAFTER - GROWING AT GROWTH RATE UTLG

UTLC-REPAIR/MAINT., REFERRED TO AS UTLC
DESCRIBED AS UTILITY/ENERGY; CENTRAL PLANT CAPITAL IMPROVEMENT EXPENSE
AN INFORMATIONAL EXPENSE
1995 VALUE -  580,000
1996 VALUE -  580,000


<PAGE>


                                                                      PAGE    8



THEREAFTER - GROWING AT GROWTH RATE EXPG

UTLR-UTILITIES     , REFERRED TO AS UTLR
DESCRIBED AS UTILITY/ENERGY; RECOVERY BASIS FOR PASS-THROUGH TO MALL TENANTS
AN INFORMATIONAL EXPENSE
+100.0% OF UTLX-100.0% OF UTLC

WATER & SEWER      , REFERRED TO AS W/SX
DESCRIBED AS WATER & SEWER; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -      80,000
1996 VALUE -      80,000
THEREAFTER -  GROWING AT GROWTH RATE UTLG

W/SR-WATER &  SEWER, REFERRED TO AS W/SR
DESCRIBED AS  WATER & SEWER: MALL SHOP PASS-THROUGH
AN INFORMATIONAL EXPENSE
+100.0% OF W/SX

FOOD COURT EXPENSE, REFERRED TO AS FCTX
DESCRIBED AS FOOD COURT; GENERAL EXPENSE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -     340,000
1996 VALUE -     340,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG

FCTR-FOOD COURT    , REFERRED TO AS FCTR
DESCRIBED AS FOOD COURT; FOOD COURT PASS-THROUGH
AN INFORMATIONAL EXPENSE
+115.0% OF FCTX

GENERAL & ADMIN. , REFERRED TO AS G&AX
DESCRIBED AS NON-RECOVERABLE EXPENSE; GENERAL & ADMINISTRATIVE
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -     260,000
1996 VALUE -     260,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG

MARKETING EXPENSE , REFERRED TO AS MKTX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MARKETING
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       80,000
1996 VALUE -       80,000
THEREAFTER -  GROWING AT GROWTH RATE EXPG

MISCELLANEOUS      , REFERRED TO AS MISX
DESCRIBED AS NON-RECOVERABLE EXPENSE; MISCELLANEOUS
CHARGED AGAINST NET OPERATING INCOME
1995 VALUE -       10,000
1996 VALUE -       10,000
THEREAFTER -  GROWING AT  GROWTH RATE EXPG


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL   GROSS INCOME
FOR ALL TENANTS SUBJECT   TO VACANCY
1995 VALUE    -      1.00
1996 VALUE    -      1.00
1997 VALUE    -      1.50
1998 VALUE    -      2.50
1999 VALUE    -      3.50
2000 VALUE    -      4.50
THEREAFTER    - CONSTANT


<PAGE>


                                                                        PAGE   9




MANAGEMENT FEE
- --------------

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1995 VALUE -        3.00
1996 VALUE -        3.00
THEREAFTER -  CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 0.000% OF TOTAL RENT

STANDARD METHOD #2 -  0.000% OF TOTAL RENT

STANDARD METHOD #3  -  0.000~% OF TOTAL RENT

STANDARD METHOD #4  -  0.000~% OF TOTAL RENT

STANDARD METHOD #5  -  0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1  - AMORTIZED OVER LIFE OF LEASE

STANDARD METHOD #2  - CASHED OUT

STANDARD METHOD #3  - CASHED OUT

STANDARD METHOD #4  - CASHED OUT

STANDARD METHOD #5  - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - SPECIFIED BY MONTH:
ON MONTH   6 - 100.00%

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

CONTRIBUTIONS CONTAINED IN EXPENSE CANC
BASED ON RECOVERIES ASSIGNED TO COST CENTER        2 - CAM-ANCHOR TENANTS
FOR THOSE TENANTS WITH THE FOLLOWING SECONDARY CLASSIFICATION CODE(S):
    7 - MAJORS > 15000
   10 - ANCHOR STORES


<PAGE>

                                                                        PAGE 10



   12 - STREET LEVEL


CAPITAL EXPENDITURES
- --------------------

CAPITAL ITEMS
1995 VALUE  -       0.00
1996 VALUE  -    256,000
1997 VALUE  -    200,000
1998 VALUE  -        0.00
THEREAFTER  -  CONSTANT

STRUCTURAL  RESERVE
MARKET RATE RESR MULTIPLIED BY AREA MEASURE SGLA


PRIMARY CLASSIFICATION CODES
- ----------------------------

     1 - HALL SHOPS TENANTS 
     2 - FOOD COURT TENANTS
     3 - KIOSK TENANTS 
     4 - ANCHOR TENANTS 
     5 - MAJOR TENANTS 
     6 - GROUND RENT


SECONDARY CLASSIFICATION CODES
- ------------------------------

     1 - TENANTS < 750
     2 - TENANTS 751-1200 
     3 - TENANTS 1201-2000
     4 - TENANTS 2001-3500 
     5 - TENANTS 3501-5000 
     6 - TENANTS 5001-15000 
     7 - MAJORS > 15000 
     8 - FOOD COURT TENANTS 
     9 - KI0SK TENANTS
    10 - ANCHOR STORES
    11 - N/A
    12 - STREET LEVEL
    13 - OTHER RETAIL


COST CENTERS
- ------------

     1 - CAM-MALL SHOPS 
     2 - CAM-ANCHOR TENANTS 
     3 - TAX-MALL SHOPS 
     4 - TAX-ANCHOR TENANTS 
     5 - UTL-UTILITY INCOME 
     6 - W/S-WATER & SEWER 
     7 - HVC-HVAC INCOME 
     8 - FCT-FOOD COURT


SALES  VOLUME PROFILE
- --------------------

           PERCENT OF       RELATIVE
MONTH     ANNUAL SALES       VOLUME
- -----      ------------     --------
 JAN          8.33%           1.00
 FEB          8.33%           1.00
 MAR          8.33%           1.00


<PAGE>


                                                                        PAGE 11


APR           8.33%           1.00
MAY           8.33%           1.00
JUN           8.33%           1.00
JUL           8.33%           1.00
AUG           8.33%           1.00
SEP           8.33%           1.00
OCT           8.33%           1.00
NOV           9.33%           1.00
DEC           8.33%           1.00
             -------         -------
TOTALS       100.00%          12.00

GLOBAL RECOVERIES
- -----------------

TAX2-RECOVERY TAX2, REFERRED TO AS TAX2
DESCRIBED AS TAX RECOVERY; MALL SHOPS TYPE 2 
ASSIGNED TO COST CENTER        3 - TAX-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE TAX2 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE TAX2 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

W/SR-WATER & SEWER, REFERRED TO AS W/SG 
DESCRIBED AS WATER/SEWER RECOVERY; MALL SHOPS 
ASSIGNED TO COST CENTER       5 - UTL-UTILITY INCOME 
PRO RATA SHARE RECOVERY OF EXPENSE W/SR 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE UTLA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF ZERO FOR A C0MPLETE PASSTHROUGH

FCTR-FOOD COURT    , REFERRED TO AS FCTG
DESCRIBED AS FOOD COURT RECOVERY;
ASSIGNED TO COST CENTER       8 - FCT-FOOD COURT
PRO RATA SHARE RECOVERY  OF EXPENSE FCTR
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE FLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

UTLR-UTILITIES     , REFERRED TO AS UTLG
DESCRIBED AS UTILITIES/ENERGY; MALL SHOPS
ASSIGNED TO COST CENTER       5 - UTL-UTILITY INCOME
PRO RATA SHARE RECOVERY OF EXPENSE UTLR
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE UTLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM3-RECOVERY CAM3, REFERRED TO AS CAM3 
DESCRIBED AS CAN RECOVERY; MALL SHOPS TYPE 3 
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM3 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE CAM3 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAMl-RECOVERY CAM1, REFERRED TO AS CAM1 
DESCRIBED AS CAN RECOVERY; MALL SHOPS TYPE 1 
ASSIGNED TO COST CENTER       1 - CAM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAM1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE CAM2 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP


<PAGE>


                                                                         PAGE 12




AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH


GLBG
DESCRIBED AS GLOBAL GROUPING; STANDARD RECOVERY PACKAGE FOR MALL SHOP TENANTS
GLOBAL GROUPING
GLOBAL RECOVERY CAM3
GLOBAL RECOVERY TAX2
GLOBAL RECOVERY UTLG
GLOBAL RECOVERY W/SG
GLOBAL RECOVERY HVAC

CAM4-RECOVERY CAM4, REFERRED TO AS CAM4
DESCRIBED AS CAM RECOVERY; MALL SHOPS TYPE 4
ASSIGNED TO COST CENTER      1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM4
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE CAM4
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

CAM6-RECOVERY CAM6, REFERRED TO AS CAM6
DESCRIBED AS CAM RECOVERY; HALL SHOPS TYPE 6
ASSIGNED TO COST CENTER      1 - CAM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE CAM6
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE CAM3
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

FCTR-FOOD COURT   , REFERRED TO AS FCT2
DESCRIBED AS FOOD COURT RECOVERY;
ASSIGNED TO COST CENTER      8 - FCT-FOOD COURT
PRO RATA SHARE RECOVERY  OF EXPENSE FCTR
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE FLOA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX1-RECOVERY TAX1, REFERRED TO AS TAX1
DESCRIBED AS TAX RECOVERY; MALL SHOPS TYPE 1
ASSIGNED TO COST CENTER      4 - TAX-ANCHOR TENANTS
PRO RATA SHARE RECOVERY OF EXPENSE TAX1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE TAX1
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

HVAR-HVAC CHARGE    , REFERRED TO AS HVAC
DESCRIBED AS HVAC CHARGE; MALL SHOPS
ASSIGNED TO COST CENTER      5 - UTL-UTILITY INCOME
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR I VALUE - MARKET RATE HVAR
YEAR 2 VALUE - MARKET RATE HVAR
THEREAFTER   - GROWING AT    0.00%
CAP          - NONE

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR


<PAGE>


                       GALLERIA AT WHITE PLAINS (NEW YORK)
                                 TENANT REGISTER
                                 6/18/96 @ 16:39



                   TENANT              SQUARE FEET  BEGIN DATE   END DATE
 -----------------------------------   -----------  ----------   ---------
       1 - MALL SHOPS TENANTS

 #  1  -SUITE  0101    BUNNIES             26,100    8/1996       7/2006
 #  2  -SUITE  0106    LlBERTY>>RENEW*       1,100    1/1992      12/1996
 #  3  -SUITE  0110    VACANT IN-LINE***   15,451   10/1998       9/2013
 #  4  -SUITE  0113    EMIGRANT SAVINGS    10,000    8/1980       1/2006
 #  5  -SUITE  0201    SOFTWARE>>RENEWAL*   1,808    2/1987       1/1997
 #  6  -SUITE  0202    SAM GOODY            4,807    2/1991       1/1998
 #  7  -SUITE  0205    RADIO SNACK          3,157    2/1993       1/2003
 #  8  -SUITE  0206    GENERAL NUTRITION    1,944    2/1991       1/2000
 #  9  -SUITE  0209    MY FAVORITE MUFFIN     750   12/1995      11/2003
 # 10  -SUITE  0210    WALDEN BOOKS         4,833    2/1991       1/2001
 # 11  -SUITE  0213    CLAIRE'S BOUTIQUE      717   11/1992      12/2002
 # 12  -SUITE  0214    HALLNARK/JEANS       2,829    8/1980       1/1999
 # 13  -SUITE  0218    VACANT IN-LINE***      603   10/1997       9/2007
 # 14  -SUITE  0221    CINNABON               925   11/1990      11/1998
 # 15  -SUITE  0222    VACANT IN-LINE***    2,036   10/1996       9/2006
 # 16  -SUITE  0225    AMERICAN COOKIES       675    6/1992       6/2002
 # 18  -SUITE  0229    MR. GREENJEANS       6,500   10/1980       1/2001
 # 20  -SUITE  0233    SBARRO ITALIAN       1,747    9/1996       8/2006
 # 30  -SUITE  0254    COWLETE ATHLETE      1,100    9/1990       1/1999
 # 33  -SUITE  0269    FRIENDLY'S REST.     4,065   11/1988      10/2003
 # 34  -SUITE  0300    SENA HANDBAGS          546   11/1980       1/2006
 # 35  -SUITE  0301    CPIPHOTO>>RENEWAL*     974    2/1991       1/1996
 # 36  -SUITE  0302    LANEBRYANT>>RENEW*   4,274    4/1985       1/1996
 # 37  -SUITE  0303    LERNER               9,955    8/1980       3/2003
 # 38  -SUITE  0306    VACANT IN-LINE***    1,820    4/1997       3/2007
 # 39  -SUITE  0310    CHARADE (M-T-M)*     3,873    8/1980      12/1996
 # 40  -SUITE  0313    DISNEY STORE         3,765    6/1993       5/2003
 # 41  -SUITE  0314    VICTORIA'S SECRET    5,282   11/1992       1/2003
 # 42  -SUITE  0318    HARWYN FLORSHEIM     1,958    1/1989       1/2001
 # 43  -SUITE  0319    PACIFIC SUNWEAR      2,215    5/1994       4/2004
 # 44  -SUITE  0320    GAME STOP              537    4/1993       3/2003
 # 45  -SUITE  0322    WILD PAIR (M-T-M)*   1,969    8/1980      12/1996
 # 46  -SUITE  0325    GATSBY GALLERIA      3,116    8/1992       1/2001
 # 47  -SUITE  0326    WILSON>>RENEWAL*      1,810   10/1987       1/1996
 # 48  -SUITE  0329    MAJOR JEWELERS       1,000    9/1994       8/2004
 # 49  -SUITE  0330    OVERTHE>>RENEWAL*    1,196    2/1991       1/1996
 # 50  -SUITE  0333    PRECIS               2,121   12/1992      11/2002
 # 51  -SUITE  0334    THOM MCAN            3,011    2/1996       1/2006
 # 52  -SUITE  0337    RED CROSS SHOES      1,247    8/1989       7/1998
 # 53  -SUITE  0338    VACANT IN-LINE***    3,399    4/1997       3/2007
 # 54  -SUITE  0341    PRINTS PLUS          1,392   11/1989      11/1999
 # 55  -SUITE  0342    NATURE'S ELEMENTS      904   12/1992       1/2003
 # 56  -SUITE  0345    ATHLETE'S FOOT       1,451    2/1994       1/2002
 # 57  -SUITE  0346    VACANT IN-LINE***    3,348    4/1999       3/2009
 # 58  -SUITE  0349    JUST SHIRTS            886    2/1992       1/1998
 # 59  -SUITE  0350    THIS END UP          2,242    2/1996       1/2006
 # 60  -SUITE  0354    VACANT IN-LINE***    1,794    4/1998       3/2008
 # 61  -SUITE  0357    THE LIMITED          6,353    7/1993       1/2006
 # 62  -SUITE  0358    CHILD PLACE          4,577    2/1996       1/2005
 # 63  -SUITE  0361    COFFEE BEANERY         742   10/1991       1/2002
 # 64  -SUITE  0364    JEAN COUNTRY         2,664   12/1989       1/2000
 # 65  -SUITE  0365    THINGS>>RENEWAL*       682    9/1986       8/1996
 # 66  -SUITE  0368    VACANT IN-LINE***    3,316   10/1996       9/2006
 # 67  -SUITE  0369    SPENCER GIFTS        1,757    9/1994       1/2005
 # 68  -SUITE  0370    TRU STRIDE           1,449    2/1996       1/2006
 # 69  -SUITE  0373    LADY FOOTLOCKER      1,683    1/1990      12/1998
 # 70  -SUITE  0374    NATURALIZER          1,227    2/1991       1/1997
 # 71  -SUITE  0375    G&G Shops            1,985    6/1992       1/2003
 # 72  -SUITE  0377    OAK TREE (M-T-N)*    2,642    8/1980      12/1996
 # 73  -SUITE  0378    EXPRESSLY PORTRAIT   1,261   10/1993       9/2003
 # 74  -SUITE  0381    STRUCTURE            5,709    9/1994       1/2005
 # 75  -SUITE  0382    RALPH JOBEN          1,635    2/1992       1/1997


<PAGE>


GALLERIA AT WHITE PLAINS (NEW YORK)                                   PAGE 2





                  TENANT                  SQUARE FEET  BEGIN DATE   END DATE
 ---------------------------------------- -----------  ----------   ---------
 #76 - SUITE  0387    OVERLAND TRADING      1,592      11/1980        1/1998
 #77 - SUITE  0389    VACANT IN-LINE***     2,040       4/1999        3/2009
 #78 - SUITE  0391    HAIR STYLISTS         1,401      10/1991        9/2001
 #79 - SUITE  0393    TAILOR'S TOUCH        1,167       4/1993        3/2000
 #80 - SUITE  0395    COHEN'S OPTICAL       1,692       2/1993        1/2003
 #81 - SUITE  0401    IDEAL JEWELERS          780       1/1989       12/2001
 #82 - SUITE  0402    VACANT IN-LINE        1,654       7/1998        6/2008
 #84 - SUITE  0405    VACANT IN-LINE        3,412       7/1997        6/2007
 #85 - SUITE  0406    FAMILY PET (TEMP)*    2,798      10/1994       12/1996
 #86 - SUITE  0409    HALLMARK PARTY        3,164       8/1980        1/2001
 #87 - SUITE  0410    MUSICLAND             3,159       2/1991        1/2001
 #88 - SUITE  0413    VACANT  IN-LINE***    6,624       1/1997       12/2006
 #89 - SUITE  0414    PETITE  (M-T-M)       2,182       8/1980       12/1996
 #90 - SUITE  0417    CASUAL  (M-T-M)*      4,898       8/1980       12/1996
 #91 - SUITE  0418    VACANT  IN-LINE       2,896      10/1996        9/2006
 #92 - SUITE  0421    VACANT  IN-LINE***      794       7/1999        6/2009
 #93 - SUITE  0422    VACANT  IN-LINE***    1,342       4/1999        3/2009
 #94 - SUITE  0424    NAILS & MORE            993       2/1996        1/2006
 #95 - SUITE  0425    FOOTLOCKER            2,441      12/1994        8/2004
 #96 - SUITE  0426    ACCESSORY PLACE       1,086      11/1987       11/1997
 #97 - SUITE  0430    JOHN TOBACCONIST        400      10/1991        1/2000
 #98 - SUITE  0433    AMERICAN EAGLE        3,935      12/1994        8/2004
 #99 - SUITE  0434    AUNTIE ANNE'S           596       5/1994        4/2004
 #100- SUITE  0436    SUNCOAST PICTURES     2,692       6/1991        1/2002
 #101- SUITE  0440    CANDIE'S              1,265       9/1996        8/2006
 #102- SUITE  0441    VACANT IN-LINE*       1,556       4/1998        3/2008
 #103- SUITE  0446    LIMITED TOO           3,949       6/1995        5/2005
 #104- SUITE  0449    BOMBAY COMPANY        4,052      10/1993        9/2003
 #105- SUITE  0450    AUJUST>>RENEWAL*      3,226      10/1980        1/1996
 #106- SUITE  0453    VACANT IN-LINE***     2,632       1/1997       12/2006
 #107- SUITE  0454    SWEET FACTORY           960       6/1996        5/2006
 #108- SUITE  0457    KAY BEE TOYS          3,322       6/1993        5/2003
 #109- SUITE  0458    CONTEMPO CASUALS      3,677       4/1992        3/2002
 #110- SUITE  0461    AFTERTHOUGHTS           586       5/1992        4/2002
 #111- SUITE  0462    ASPASIA (M-T-M)*        750       8/1980       12/1996
 #112- SUITE  0464    MOTHER (M-T-M)*       2,805       8/1980       12/1996
 #113- SUITE  0465    VACANT IN-LINE***     2,498       7/1999        6/2009
 #114- SUITE  0468    LECHTER'S>>RENEW*     3,234       8/1980       12/1996
 #115- SUITE  0472    KAPPA (M-T-M)*          817       2/1991       12/1996
 #116- SUITE  0473    EXPRESS & BATH        9,259      11/1992        1/2005
 #117- SUITE  0474    THE GAP               7,511      11/1991        5/2004
 #118- SUITE  0480    GYMBOREE                979       5/1995        6/2000
 #119- SUITE  0483    KINNEY SHOES          2,543       2/1992        1/2001
 #120- SUITE  0484    HEROES WORLD          1,054       9/1991        8/1999
 #121- SUITE  0486    VACANT IN-LINE***     1,635       7/1998        6/2008
 #122- SUITE  0489    AEROPOSTAL            3,690       5/1993        4/2003
 #123- SUITE  0491    VACANT IN-LINE***     2,042      10/1997        9/2007
 #124- SUITE  0495    HAIR DES.>>RENEW*     2,110       4/1985        1/1996
 #125 -SUITE  0497    PILDES OPTICAL          884       2/1996        1/2006
                                          -------
       111 TENANTS                        315,688

       2 - FOOD COURT TENANTS

 #17 - SUITE  0226    QUIK 'N NATURAL         331      10/1982        1/2000
 #19 - SUITE  0230    MANCHU WOK              845      12/1991        1/2002
 #21 - SUITE  0234    ARTHUR TEACHERS         561       3/1993        3/2003
 #22 - SUITE  0237    GENROKU (M-T-M)*      1,323       5/1980       12/1996
 #23 - SUITE  0238    BIZZARRE PIZZA          607      10/1989        9/2005
 #24 - SUITE  0241    ACROPOLIS               519       2/1996        1/2006
 #25 - SUITE  0242    ROY ROGERS            1,200      10/1989        9/2005
 #26 - SUITE  0245    JB'S TEXAS GRILL        472       2/1996        1/2006
 #27 - SUITE  0249    BIG EASY CAJUN          414      11/1995        1/2006
 #28 - SUITE  0250    EVERYTHING YOGURT       455      10/1989        9/2005
 #29 - SUITE  0253    CHOWDERS>>RENEWAL*      405      10/1986        9/1996
 #31 - SUITE  0257    NATHAN'S FAMOUS         968       4/1989        3/1999

<PAGE>


GALLERIA AT WHITE PLAINS (NEW YORK)                                    PAGE 3



                   TENANT                   SQUARE FEET     BEGIN DATE  END DATE
 ----------------------------------------   -----------     ----------  --------
 #32 - SUITE 0265     MCDONALD'S                  1,593        11/1985   1/2001
                                            -----------
         13 TENANTS                               9,693

         3 - KIOSK TENANTS

 # 83 -  SUITE 403-THE DIME SAVINGS BANK            150      10/1995     3/1996
 #128 -  SUITE K1-01   SILVER & GOLD                156      11/1994    12/1997
 #129 -  SUITE K2-01   SUNGLASS HUT                 156      11/1994     1/2000
 #130 -  SUITE K3-01   JEWEL HUT                    156       5/1995     4/2000
 #131 -  SUITE K4-01   VALENTI FRAGRANCE            156      11/1990     7/1996
 #132 -  SUITE K5-01   QUINTEX>>RENEWAL*            163      11/1993    12/1995
 #133 -  SUITE K6-01   ROSE JEWELRY                 166      11/1989    10/1999
 #134 -  SUITE K7-03   VITAMIN WORKS                163      12/1995    12/2000
 #135 -  SUITE K8-04   SUNGLASS SOURCE              166       7/1994    12/1999
                                            -----------
          9 TENANTS                               1,432

         4 - ANCHOR TENANTS

 #127 - SUITE 9002     STERN'S                  328,599       4/1980     4/2030
                                            -----------
          1 TENANTS                             328,599

         6 - GROUND RENT

 #126 - SUITE 9001     JC PENNEY                227,316       4/1981     3/2011
                                            -----------

           1 TENANTS                            227,316
                                            -----------
         135 TENANTS                            882,728



<PAGE>


                       GALLERIA AT WHITE PLAINS (NEW YORK)
                                EXPIRATION REPORT
                        YEARS 1997 To 2006, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 6/18/96 @ 16:39
                                                                                

                                    TERM/    BASE            TOTAL    MARKET
           TENANT      SQUARE FT  END DATE RENT/SF  RECV/SF RENT/SF   RENT/SF
     ----------------- ---------  -------- -------  ------- -------   -------
     #131-SUITE K4-01             INITIAL
     VALENTI FRAGRANCE     156    7/1996  269.23     30.46   299.69    250.00

     # 29-SUITE 0253              INITIAL
     CHOWDERS>>RENEWAL*    405    9/1996    93.84    71.11   164.95     70.00

     # 45-SUITE 0322              INITIAL
     WILD PAIR (M-T-M)*  1,969    12/1996   28.92    30.44    59.35     38.00

     # 85-SUITE 0406              INITIAL
     FAMILY PET (TEMP)*  2,798    12/1996   13.50    30.43    43.93     32.00

     # 89-SUITE 0414              INITIAL
     PETITE (M-T-M)*     2,182    12/1996   30.00    30.44    60.44     32.00

     # 90-SUITE 0417              INITIAL
     CASUAL (M-T-M)*     4,898    12/1996   15.00    30.44    45.44     20.00

     # 22-SUITE 0237              INITIAL
     GENROKU (M-T-M)*    1,323    12/1996   34.00    47.39    81.40     70.00

     #111-SUITE 0462              INITIAL
     ASPASIA (M-T-M)*      750    12/1996   28.00    30.45    58.45     60.00

     #112-SUITE 0464              INITIAL
     MOTHER. (M-T-M)*    2,805    12/1996   20.00    30.44    50.44     32.00

     #115-SUITE 0472              INITIAL
     KAPPA (M-T-M)*        817    12/1996   48.95    30.45    79.40     48.00

     # 39-SUITE 0310              INITIAL
     CHARADE (M-T-M)*    3,873    12/1996   27.00    30.44    57.44     30.00

     # 72-SUITE 0377              INITIAL
     OAK TREE (M-T-M)*   2,642    12/1996   22.00    30.44    52.44     26.00

     #132-SUITE K5-01            OPTION 1
     QUINTEX>>RENEWAL*     163    12/1996  226.97    29.74   256.71    250.00

     # 36-SUITE 0302             OPTION 1
     LANE BRYANT>>RENEW* 4,274     1/1997   30.00    30.00    60.00     20.00

     # 75-SUITE 0382              INITIAL
     RALPH JOBEN         1,635     1/1997   40.00    29.34    69.34     38.00

     # 47-SUITE 0326             OPTION 1
     WILSON>>RENEWAL*    1,810     1/1997   36.00    29.99    65.99     38.00

     # 35-SUITE 0301             OPTION 1
     CPIPHOTO>>RENEWAL*    974     1/1997   25.66    30.00    55.66     38.00

     # 49-SUITE 0330             OPTION 1
     OVERTHE>>RENEWAL*   1,196     1/1997   46.00    29.99    75.99     48.00

     # 70-SUITE 0374              INITIAL
     NATURALIZER         1,227     1/1997   36.67    30.00    66.67     38.00


<PAGE>


                                                                          PAGE 2


                                    TERM/     BASE               TOTAL   MARKET
        TENANT        SQUARE FT   END DATE    RENT SF  RECV/SF  RENT/SF  RENT/SF
 -------------------  ---------   -------    -------  -------   -------  -------

 #105-SUITE 0450                 OPTION 1
 AUGUST>>RENEWAL*       3,226     1/1997      31.00      0.00    31.00     32.00
                      -------               -------  -------   -------   -------
 20 FY 97 EXPIRATIONS  39.123                 29.63     28.77    58.40     34.57


 # 96-SUITE 0426                 INITIAL
 ACCESSORY PLACE        1,086    11/1997      50.00     29.99    79.99     48.00

 #128-SUITE K1-01                INITIAL
 SILVER & GOLD            156    12/1997      256.38    29.38   285.77    255.00

 #114-SUITE 0468                 OPTION 1
 LECHTER'S>>RENEW*      3,234    12/1997      30.00     29.99    59.99     20.40

 # 76-SUITE 0387                 INITIAL
 OVERLAND TRADING       1,592     1/1998      34.30     28.78    63.08     38.76

 #  6-SUITE 0202                 INITIAL
 SAM GOODY              4,807     1/1998      37.00     28.77    65.77     30.60

 # 58-SUITE 0349                 INITIAL
 JUST SHIRTS              886     1/1998      44.00      28.78    72.79    48.96
                      -------               -------  -------   -------   -------
  6 FY 98 EXPIRATIONS  11,761                 39.35     29.23    68.58     34.87
                      -------               -------  -------   -------   -------
 26 CUMULATIVE EXPS    50,884                 31.88     28.87    60.75     34.64

 # 52-SUITE 0337                 INITIAL
 RED CROSS SHOES        1,247     7/1998      55.00     28.78    83.78     38.76

 # 14-SUITE 0221                 INITIAL
 CINNABON                 925    11/1998      70.18     28.77    98.96     61.20

 # 69-SUITE 0373                 INITIAL
 LADY FOOTLOCKER        1,683    12/1998      49.00     28.77    77.77     39.92

 # 30-SUITE 0254                 INITIAL
 COMPLETE ATHLETE       1,100     1/1999      45.46     28.22    73.68     50.43

 # 12-SUITE 0214                 INITIAL
 HALLMARK/JEANS         2,829     1/1999      40.00     28.22    68.22     33.62

 # 31-SUITE 0257                 INITIAL
 NATHAN'S FAMOUS          968     3/1999      98.14     73.70   171.84     73.54
                      -------               -------  -------   -------   -------
  6 FY 99 EXPIRATIONS   8,752                 54.17     33.49    87.67     45.01
                      -------               -------  -------   -------   -------
 32 CUMULATIVE EXPS    59,636                 35.15     29.55    64.70     36.16

 #120-SUITE 0484                 INITIAL
 HEROES WORLD           1,054     8/1999      49.81     28.24    78.05     50.43

 #133-SUITE K6-01                INITIAL
 ROSE JEWELRY             166    10/1999      259.01    27.69   286.70    262.65

 # 54-SUITE 0341                 INITIAL
 PRINTS PLUS            1,392    11/1999      46.00     28.22    74.22     39.92


<PAGE>


                                                                          PAGE 3


                                    TERM/       BASE             TOTAL   MARKET
         TENANT       SQUARE FT   END DATE    RENT/SF  RECV/SF   ENT/SF  RENT/SF
  ------------------  ---------  ---------    -------  -------  -------  -------

  #135-SUITE K8-04                INITIAL
  SUNGLASS SOURCE         166     12/1999     228.94    27.69     256.63  271.84

  # 8-SUITE 0206                  INITIAL
  GENERAL NUTRITION     1,944      1/2000      39.39     28.78     68.17   41.32

  # 97-SUITE 0430                 INITIAL
  JOHN TOBACCONIST        400     1/2000      90.00     28.23     118.23  387.15

  # 64-SUITE 0364                 INITIAL
  JEAN COUNTRY          2,664     1/2000      43.00     28.78      71.78   34.80

  # 17-SUITE 0226                 INITIAL
  QUIK 'N NATURAL         331     1/2000      96.69     75.34     172.02   76.12

  #129-SUITE K2-01                INITIAL
  SUNGLASS HUT            156     1/2000     269.23     28.23     297.46  271.84

  # 79-SUITE 0393                 INITIAL
  TAILOR'S TOUCH        1,167     3/2000      40.00     28.25     68.25    41.32

  #130-SUITE K3-01                INITIAL
  JEWEL HUT               156     4/2000     269.23     28.77     298.00  271.84

                      --------                -------  -------  -------  -------
  11 FY100 EXPIRATIONS  9,596                 61.21     30.11      91.32   71.23
                      --------                -------  -------  -------  -------
  43 CUMULATIVE EXPS    69,232                38.76     29.63      68.39   41.02


  #118-SUITE 0480                 INITIAL
  GYMBOREE                979     6/2000      66.18     28.24     94.42    52.19

  #134-SUITE K7-03                INITIAL
  VITAMIN WORKS           163     12/2000     257.67    28.27     285.94  281.36

  # 32-SUITE 0265                 INITIAL
  MCDONALD'S            1,593     1/2001      94.77     58.00     152.77   78.78

  # 46-SUITE   0325               INITIAL
  GATSBY GALLERIA       3,116     1/2001      35.00     30.16     65.16    36.01

  # 10-SUITE 0210                 INITIAL
  WALDEN BOOKS          4,833     1/2001      33.00     30.16     63.16    33.76

  # 18-SUITE 0229                 INITIAL
  MR. GREENJEANS        6,500     1/2001      15.37     30.16     45.53    29.26

  #119-SUITE 0483                 INITIAL
  KINNEY SHOES          2,543     1/2001      25.42     30.16     55.58    29.26

  # 86-SUITE 0409                 INITIAL
  HALLMARK PARTY       3,164      1/2001      20.00     30.16     50.16    29.26

  # 87-SUITE 0410                 INITIAL
  MUSICLAND            3,159      1/2001      44.98     30.16     75.14    36.01

  # 42-SUITE 0318                 INITIAL
  HARWYN FLORSHEIM      1,958     1/2001      22.50     30.16     52.66    33.76

  # 83-SUITE 403-ATM              RENEWAL 1
  DIME SAVINGS BANK       150     3/2001      275.04    30.24     305.28  281.36
                      -------                -------   ------    ------- -------


<PAGE>


                                                                          PAGE 4


                                    TERM/       BASE             TOTAL   MARKET
         TENANT       SQUARE FT   END DATE    RENT/SF  RECV/SF   ENT/SF  RENT/SF
  ------------------  ---------  ---------    -------  -------  -------  -------
 11 FY101 EXPIRATIONS  28,158                  34.86    31.66     66.52    38.25

                      ------                 -------  -------   -------  -------
 54 CUMULATIVE EXPS    97,390                  37.63    30.22     67.85    40.22
 

 #131-SUITE K4-01             RENEWAL 1
 VALENTI FRAGRANCE       156     7/2001       296.15    30.15    326.31   281.36

 # 78-SUITE 0391                INITIAL
 HAIR STYLISTS         1,401     9/2001        34.00    30.17    64.17     42.77

 # 2-SUITE 0106                 OPTION 1
 LIBERTY >> RENEW*     1,100    12/2001        27.27    29.57    56.85     23.30

 # 81-SUITE 0401               INITIAL
 IDEAL JEWELERS          780    12/2001        60.00    30.17    90.17     55.91

 # 63-SUITE 036i                INITIAL
 COFFEE BEANERY          742     1/2002        64.69    30.61    95.30     69.89

 # 56-SUITE 0345                INITIAL
 ATHLETE'S FOOT        1,451     1/2002        86.15    30.05   116.20     44.26

 #100-SUITE 0436                INITIAL
 SUNCOAST PICTURES     2,692     1/2002        37.00    30.62    67.61     37.27

 # 19-SUITE 0230               INITIAL
 MANCHU WOK              845     1/2002        72.18    80.93   153.12     81.54

 #132-SUITE  K5-01            RENEWAL 1
 QUINTEX>>RENEWAL*       163     2/2002       274.97    30.70   305.67    291.20

 #109-SUITE 0458                INITIAL
 CONTEMPO CASUALS      3,677     3/2002        40.00    30.06    70.06     34.94

 #110-SUITE 0461                INITIAL
 AFTERTHOUGHTS           586     4/2002        71.67    30.61   102.29     69.89

                      ------                 -------  -------   -------  -------
 11 FY102 EXPIRATIONS 13,593                   54.30    33.37    87.68     49.68
                      ------                 -------  -------   -------  -------
 65 CUMULATIVE EXPS  110,983                   39.67    30.60    70.28     41.38


 # 16-SUITE 0225                INITIAL
 AMERICAN COOKIES        675     6/2002       88.89     30.04   118.93     69.89

 # 50-SUITE 0333                INITIAL
 PRECIS                2,121    11/2002       38.02     30.05    68.07     34.94

 # 11-SUITE 0213                INITIAL
 CLAIRE'S BOUTIQUE       717    12/2002       75.00     30.61   105.61     72.34

 # 55-SUITE 0342                INITIAL
 NATUREI'S ELEMENTS      904     1/2003       55.00     31.50    86.50     57.87

 # 7-SUITE 0205                 INITIAL
 RADIO SHACK           3,157     1/2003       25.00     32.11    57.11     31.35

 # 71-SUITE 0375                INITIAL
 G&G Shops             1,985     1/2003       40.00     31.50    71.50     45.81

 # 41-SUITE 0314                INITIAL
 VICTORIA'S SECRET     5,282     1/2003       37.00     32.11    69.11     31.35


<PAGE>


                                                                          PAGE 5


                                   TERM/      BASE               TOTAL    MARKET
       TENANT        SQUARE FT   END DATE   RENT/SF   RECV/SF   RENT/SF  RENT/SF
 -------------------  --------- ---------   -------   -------   -------  -------
 # 80-SUITE 0395                 INITIAL
 COHEN'S OPTICAL       1,692     1/2003      48.00     31.50     79.50     45.81

 #128-SUITE K1-01               RENEWAL 1
 SILVER & GOLD           156     2/2003     282.08     32.15    314.23    301.40

 # 37-SUITE 0303                 INITIAL
 LERNER                9,955     3/2003      30.00     32.11     62.11     24.11

 # 21-SUITE 0234                 INITIAL
 ARTHUR TEACHERS         561     3/2003     115.87     83.94    199.81     84.39

 #44-SUITE 0320                  INITIAL
 GAME STOP               537     3/2003      85.65     32.11    117.77     72.34

 #122-SUITE 0489                 INITIAL
 AEROPOSTAL            3,690     4/2003      38.00     31.50     69.50     36.17

 # 40-SUITE   0313               INITIAL
 DISNEY STORE          3,765     5/2003      30.95     32.11     63.06     36.17

 #108-SUITE 0457                 INITIAL
 KAY BEE TOYS          3,322     5/2003      40.00     32.11     72.11     38.58
                     -------                -------  -------   -------   -------
 15 FY103 EXPIRATIONS 38,519                 39.52     32.56     72.08     37.11
                     -------                -------  -------   -------   -------
 50 CUMULATIVE EXPS  149,502                 39.64     31.11     70.74     40.28


 #104-SUITE O449                  INITIAL
 BOMBAY C0MPANY        4,052     9/2003      30.00     32.11     62.11     31.35

 # 73-SUITE 0378                 INITIAL
 EXPRESSLY PORTRAIT    1,261     9/2003      50.00     31.50     81.50     45.81

 # 33-SUITE 0269                 INITIAL
 FRIENDLY'S REST.      4,065     10/2003     20.50     32.11     52.61     31.35

 # 9-SUITE 0209                  INITIAL
 MY FAVORITE MUFFIN      750     11/2003     77.33     32.11    109.44     72.34

 # 99-SUITE 0434                 INITIAL
 AUNTIE ANNE'S           596     4/2004      80.54     32.58    113.11     74.87

 # 43-SUITE 0319                 INITIAL
 PACIFIC SUNWEAR       2,215     4/2004      45.00     32.00     77.00     39.93

 #117-SUITE 0474                 INITIAL
 THE GAP               7,511     5/2004      48.00     32.62     80.62     32.44
                     -------                -------  -------    -------  -------
  7 FY104 EXPIRATIONS 20,450                 40.79     32.26     73.05     36.34
                     -------                -------  -------    -------  -------
 87 CUMULATIVE EXPS  169,952                 39.77     31.25     71.02     39.81


 # 95-SUITE 0425                 INITIAL
 FOOTLOCKER            2,441     8/2004      53.26     32.01     85.26     39.93

 # 98-SUITE   0433               INITIAL
 AMERICAN EAGLE        3,935     8/2004      36.00     32.00     68.00     24.96


<PAGE>


                                                                        PAGE 6


                                  TERM/       BASE              TOTAL MARKET
       TENANT         SQUARE FT   END DATE  RENT/SF  RECV/SF  RENT/SF RENT/SF
 -------------------   ---------  --------- -------  -------  ------- -------

 # 48-SUITE 0329                 INITIAL
 MAJOR JEWELERS        1,000     8/2004      75.00    32.00     107.00    59.89

 #133-SUITE K6-01                RENEWAL 
 ROSE JEWELRY            166     12/2004    299.06    32.67     331.73   322.86

 #116-SUITE 0473                 INITIAL
 EXPRESS & BATH        9,259     1/2005      36.00    34.06     70.06     33.58

 # 67-SUITE 0369                 INITIAL
 SPENCER GIFTS         1,757     1/2005      42.00    33.40     75.41     49.08

 # 62-SUITE 0358                INITIAL
 CHILD PLACE           4,577     1/2005      32.08    34.06     66.14     38.74

 # 74-SUITE 0351                 INITIAL
 STRUCTURE             5,709     1/2005      36.00    34.06     70.06     33.58

 #135-SUITE KB-04                RENEWAL 1
 SUNGLASS SOURCE         166     2/2005     299.06    34.05     333.11   322.86

 #129-SUITE K2-01                RENEWAL I
 SUNGLASS HUT            156     3/2005     299.00    34.00     333.00   322.86

 #103-SUITE 0446                 INITIAL
 LIMITED TOO           3,949     5/2005      36.00    34.06     70.06     38.74
                     -------                -------  -------   -------  -------
 11 FY105 EXPIRATIONS 33,115                 42.10    33.56     75.66     40.23

                     -------                -------  -------   -------   -------
 98 CUMULATIVE EXPS  203,067                 40.15    31.62     71.78     39.87
 

 #130-SUITE K3-01                RENEWAL I
 JEWEL HUT               156     6/2005     299.00    34.00    333.00    322.86

 # 25-SUITE 0242                 INITIAL
 ROY ROGERS            1,200     9/2005     130.25   80.27    210.52     90.40

 # 28-SUITE 0250                 INITIAL
 EVERYTHING YOGURT       455     9/2005     164.99   91.60    256.59     90.40

 # 23-SUITE 0238                 INITIAL
 BIZZARRE PIZZA          607     9/2005     144.00   91.57    235.57     90.40

 # 94-SUITE 0424                 INITIAL
 NAILS & MORE            993     1/2006      38.27   35.48     73.75     64.16

 # 59-SUITE 0350                 INITIAL
 THIS END UP           2,242     1/2006      42.00   35.48     77.48     42.77

 # 61-SUITE 0357                 INITIAL
 THE LIMITED           6,353     1/2006      37.00   35.49     72.49     34.75

 # 51-SUITE 0334                 INITIAL
 THOM MCAN             3,011     1/2006      36.00   35.49     71.49     42.77

 # 34-SUITE 0300                 INITIAL
 SENA HANDBAGS           546     1/2006      28.00   35.52     63.52     80.20

 # 26-SUITE 0245                 INITIAL
 JB'S TEXAS GRILL        472     1/2006      99.58   95.19    194.77     93.57


<PAGE>


                                                                          PAGE 7


                                      TERM/    BASE             TOTAL    MARKET
         TENANT          UARE FT   END DATE   RENT/SF RECV/SF  RENT/SF   RENT/SF
   -------------------  ---------  --------   ------- -------  -------  -------
   #124-SUITE 0495                 OPTION 1
   HAIR DES.>>RENEW*      2,110    1/2006     56.87   35.49     92.36     42.77

   #125-SUITE 0497                 INITIAL
   PILDES OPTICAL           884    1/2006     62.21   35.47     97.68     64.16

   # 27-SUITE 0249                 INITIAL
   BIG EASY CAJUN           414    1/2006    130.43   95.13    225.57     93.57

   # 24-SUITE 0241                INITIAL
   ACROPOLIS                519    1/2006     90.57   95.19    185.76     93.57

   # 68-SUITE 0370                 INITIAL
   TRU STRIDE             1,449    1/2006     40.00   35.48     75.48     50.79

   # 4-SUITE   0113                INITIAL
   EMIGRANT SAVINGS      10,000    1/2006     28.00   34.90     62.90     26.73

   #134-SUITE K7-03              RENEWAL 1
   VITAMIN WORKS            163    2/2006    309.50   35.56    345.06    334.16

   # 83-SUITE 403-ATM            RENEWAL 2
   DIME SAVINGS BANK        150    3/2006    309.52   35.44    344.96    334.16

   #107-SUITE 0454                 INITIAL
   SWEET FACTORY            960    5/2006     55.00   35.49     90.49     64.16
                        ------               ------- -------   -------  -------
   19 FY106 EXPIRATIONS  32,684               51.00   41.33     92.33     48.75

                        ------               ------- -------   -------  -------
  117 CUMULATIVE EXPS   235,751               41.66   32.97     74.63     41.11


<PAGE>


  Tue Apr 23, 1996                                                    Page 1
                              CUSTOM SUMMARY REPORT
                         (POP 80-01, HH 80-01,INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
  GALLERIA AT WHITE PLAINS
  PRIMARY TRADE AREA                    COORD:      00:00.00       00:00.00
  -------------------------------------------------------------------------

  DESCRIPTION                                                        TOTALS
  -------------------------------------------------------------------------

  POP_80: TOTAL                                                     381,329
  POP_90: TOTAL                                                     375,292
  POP_96: TOTAL  (EST.)                                             383,221
  POP_01: TOTAL  (PROJ.)                                            390,295
  HH_80: TOTAL                                                      138,623
  HH_90: TOTAL                                                      138,748
  HH_96: TOTAL   (EST.)                                             145,604
  HH_01: TOTAL   (PROJ.)                                            150,725
  INC_80: PER CAPITA  (EST.)                                        $10,742
  INC_90: PER CAPITA                                                $26,885
  INC_96: PER CAPITA (EST.)                                         $35,057
  INC_01: PER CAPITA  (PROJ.)                                       $49,853
  HH_80_BY INCOME_79: MEDIAN                                        $22,525
  HH_90_BY INCOME_89: MEDIAN                                        $47,938
  HH_96_BY INCOME: MEDIAN (EST.)                                    $67,806
  HH_00_BY INCOME: MEDIAN                                           $93,309
  HH_80 BY INCOME_79: AVERAGE                                       $29,548
  HH 90 BY INCOME_ 89: AVERAGE                                      $72,322
  HH_96_BY INCOME AVERAGE (EST.)                                    $90,118
  HH_01_BY INCOME: AVERAGE                                         $126,136


<PAGE>


  Wed May 8, 1996                                                    Page 1
                                     CUSTOM SUMMARY REPORT
                                (POP 80-01, HH 80-01,INC 80-01)
              BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                    PREPARED FOR
                             CUSHMAN & WAKEFIELD, INC
  GALLERIA AT WHITE PLAINS
  SECONDARY TRADE AREA                    COORD:    00:00.00       00:00.00
  -------------------------------------------------------------------------

  DESCRIPTION                                                        TOTALS
  -------------------------------------------------------------------------

  POP_80: TOTAL                                                     307,712
  POP_90: TOTAL                                                     306,153
  POP_96: TOTAL  (EST.)                                             312,445
  POP_01: TOTAL  (PROJ.)                                            318,529
  HH_80: TOTAL                                                      111,895
  HH_90: TOTAL                                                      114,153
  HH_96: TOTAL  (EST.)                                              120,269
  HH_01: TOTAL   (PROJ.)                                            124,833
  INC_80: PER CAPITA (EST.)                                          $9,642
  INC_90: PER CAPITA                                                $22,101
  INC_96: PER CAPITA   (EST.)                                       $31,949
  INC_Ol: PER CAPITA   (PROJ.)                                      $46,590
  HH_80_BY  INCOME_79: MEDIAN                                       $21,462
  HH_90_BY  INCOME_89: MEDIAN                                       $43,490
  HH_96_BY  INCOME: MEDIAN (EST.)                                   $61,786
  HH_00_BY  INCOME: MEDIAN                                          $84,689
  HH_80_BY  INCOME_79: AVERAGE                                      $26,517
  HH_90_BY  INCOME_89: AVERAGE                                      $58,145
  HH_96_BY  INCOME._ AVERAGE (EST.)                                 $80,457
  HH_01_BY  INCOME: AVERAGE                                        $115,359


<PAGE>


  Tue Apr 23, 1996                                                    Page 1
                              CUSTOM SUMMARY REPORT
                         (POP 80-01, HH 80-01,INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 GALLERIA AT WHITE PLAINS
 EFFECTIVE TRADE AREA                    COORD:      00:00.00       00:00.00
 ---------------------------------------------------------------------------

 DESCRIPTION                                                          TOTALS
 ---------------------------------------------------------------------------

 POP_80: TOTAL                                                       691,774
 POP_90: TOTAL                                                       683,960
 POP_96: TOTAL    (EST.)                                             698,228
 POP_Ol: TOTAL    (PROJ.)                                            711,397
 HH_80: TOTAL                                                        251,545
 HH_90: TOTAL                                                        253,905
 HH_96: TOTAL (EST.)                                                 266,922
 HH_Ol: TOTAL     (PROJ.)                                            276,641
 INC_80: PER CAPITA    (EST.)                                        $10,258
 INC_90: PER CAPITA                                                  $24,742
 INC_96: PER CAPITA      (EST.)                                      $33,678
 INC_01: PER CAPITA      (PROJ.)                                     $48,409
 HH_80_BY  INCOME_79: MEDIAN                                         $22,046
 HH 90 BY  INCOME_89: MEDIAN                                         $45,871
 HH_96_BY  INCOME MEDIAN (EST.)                                      $65,061
 HH_00_BY  INCOME: MEDIAN                                            $89,337
 HH_80_BY  INCOME_79: AVERAGE                                        $28,210
 HH_90_BY  INCOME_89: AVERAGE                                        $65,917
 HH 96 BY  INCOME AVERAGE (EST.)                                     $85,779
 HH_01_BY  INCOME: AVERAGE                                          $121,286
   

<PAGE>


  Tue Apr 30, 1996                                                    Page 1
                              CUSTOM SUMMARY REPORT

                         (POP 80-01, HH 80-01,INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC
        WESTCHESTER COUNTY, NY
                                           COORD:     00:00.00      00:00.00
        --------------------------------------------------------------------


        DESCRIPTION                                                   TOTALS
        --------------------------------------------------------------------


        POP_80: TOTAL                                                866,599
        POP_90: TOTAL                                                874,866
        POP_96: TOTAL     (EST.)                                     898,586
        POP_O1: TOTAL     (PROJ.)                                    915,143
        HH_80: TOTAL                                                 307,450
        HH_90: TOTAL                                                 320,030
        HH_96: TOTAL     (EST.)                                      338,365
        HH_01: TOTAL     (PROJ.)                                     351,924
        INC 80: PER CAPITA (EST.)                                    $10,603
        INC_90: PER CAPITA                                           $25,584
        INC_96: PER CAPITA     (EST.)                                $34,413
        INC_O1: PER CAPITA     (PROJ.)                               $49,270
        HH_80_BY   INCOME_79: MEDIAN                                 $23,092
        HH_90_BY   INCOME_89: MEDIAN                                 $48,727
        HH_96_BY   INCOME: MEDIAN (EST.)                             $68,211
        HH_00 BY   INCOME: MEDIAN                                    $92,677
        HH_80_BY   INCOME_79: AVERAGE                                $29,619
        HH_90_BY   INCOME_89: AVERAGE                                $69,264
        HH_96_BY   INCOME: AVERAGE (EST.)                            $88,846
        HH_01_By   INCOME: AVERAGE                                  $124,652


<PAGE>


  Tue Apr 30, 1996                                                   Page 1
                              CUSTOM SUMMARY REPORT
                         (POP 80-01, HH 80-01,INC 80-01)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6510
                                  PREPARED FOR
                            CUSHMAN & WAKEFIELD, INC
  NEW YORK METROPOLITAN AREA
                                          COORD:      00:00.00      00:00.00
  --------------------------------------------------------------------------

  DESCRIPTION                                                        TOTALS
  --------------------------------------------------------------------------

  POP_80: TOTAL                                                   8,274,963
  POP_90: TOTAL                                                   8,546,846
  POP_96: TOTAL   (EST.)                                          8,651,668
  POP_01: TOTAL   (PROJ.)                                         8,764,405
  HH_80: TOTAL                                                    3,198,254
  HH_90: TOTAL                                                    3,252,399
  HH_96: TOTAL  (EST.)                                            3,353,426
  HH_01: TOTAL  (PROJ.)                                           3,438,141
  INC_80: PER CAPITA (EST.)                                          $7,672
  INC_90: PER CAPITA                                                $17,396
  INC_96: PER CAPITA    (EST.)                                      $23,634
  INC_01: PER CAPITA    (PROJ.)                                     $34,398
  HH_80_BY  INCOME_79: MEDIAN                                       $14,957
  HH_90_BY  INCOME_89: MEDIAN                                       $32,077
  HH_96_BY  INCOME: MEDIAN (EST.)                                   $42,582
  HH_00_BY  INCOME: MEDIAN                                          $58,357
  HH_80_BY  INCOME_79: AVERAGE                                      $19,624
  HH_90_BY  INCOME_89: AVERAGE                                      $45,159
  HH_96_BY  INCOME AVERAGE (EST.)                                   $59,659
  HH_01_BY  INCOME: AVERAGE                                         $85,608


<PAGE>


 Tue Apr 23, 1996                                                      Page
                             CUSTOM SUMMARY REPORT
                         (POP 80-01, HH 80-01,INC 80-01)
               BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866~-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 NEW YORK
                                          COORD:    00:00.00       00:00.00
 --------------------------------------------------------------------------

 DESCRIPTION                                                         TOTALS
 --------------------------------------------------------------------------

 POP_80: TOTAL                                                   17,558,076
 POP_90: TOTAL                                                   17,990,456
 POP_96: TOTAL     (EST.)                                        18,293,436
 POP_01: TOTAL    (PROJ.)                                        18,493,734
 HH_80: TOTAL                                                     6,340,431
 HH_90: TOTAL                                                     6,639,322
 HH_96: TOTAL  (EST.)                                             6,885,111
 HH_01: TOTAL    (PROJ.)                                          7,041,230
 INC_80: PER CAPITA     (EST.)                                       $7,498
 INC_90: PER CAPITA                                                 $16,501
 INC_96: PER CAPITA     (EST.)                                      $22,082
 INC_01: PER CAPITA     (PROJ.)                                     $31,036
 HH_80_BY  INCOME 79: MEDIAN                                        $16,899
 HH_90_BY  INCOME_89: MEDIAN                                        $33,328
 HH_96_BY  INCOME MEDIAN (EST.)                                     $42,735
 HH_00_BY  INCOME: MEDIAN                                           $55,067
 HH_80_BY  INCOME 79: AVERAGE                                       $20,527
 HH_90_BY  INCOME_89: AVERAGE                                       $44,121
 HH_96_BY  INCOME AVERAGE (EST.)                                    $57,348
 HH_01_BY  INCOME: AVERAGE                                          $79,593


<PAGE>


 Tue Apr 16, 1996                                                    Page 1
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 GALLERIA AT WHITE PLAINS
 PRIMARY TRADE AREA                      COORD:      00:00.00      00:00.00
 --------------------------------------------------------------------------

 DESCRIPTION                                                         TOTALS
 --------------------------------------------------------------------------

 POPULATION
      2001 PROJECTION                                              390,295
      1996 ESTIMATE                                                383,221
      1990 CENSUS                                                  375,292
      1980 CENSUS                                                  381,329
      GROWTH 1980    - 1990                                          -1.58%

 HOUSEHOLDS
      2001 PROJECTION                                              150,725
      1996 ESTIMATE                                                145,604
      1990 CENSUS                                                  138,748
      1980 CENSUS                                                  138 623
      GROWTH 1980    - 1990                                           0.09%

 1996 ESTIMATED POPULATION BY RACE                                 383,221
      WHITE                                                         69.05%
      BLACK                                                         22.81%
      ASIAN  & PACIFIC ISLANDER                                      4.81%
      OTHER  RACES                                                   3.33%

 1996 ESTIMATED POPULATION                                         383,221
      HISPANIC ORIGIN                                               11.23%

 OCCUPIED UNITS                                                    138,748
      OWNER OCCUPIED                                                56.29%
      RENTER OCCUPIED                                               43.71%
      1990 AVERAGE PERSONS PER HH                                     2.63

 1996 EST. HOUSEHOLDS BY INCOME                                    145,604
      $150,000   OR  MORE                                           18.25%
      $100,000   TO  $149,999                                       13.20%
      $ 75,000   TO  $ 99,999                                       13.16%
      $ 50,000   TO  $ 74,999                                       18.76%
      $ 35,000   TO  $ 49,999                                       10.98%
      $ 25,000   TO  $ 34,999                                        7.76%
      $ 15,000   TO  $ 24,999                                        7.20%
      $  5,000   TO  $ 15,000                                        8.35%
      UNDER $    5,000                                               2.35%

 1996 EST. AVERAGE HOUSEHOLD INCOME                                $90,118
 1996 EST. MEDIAN HOUSEHOLD INCOME                                 $67,806
 1996 EST. PER CAPITA INCOME                                       $35,057



<PAGE>


 Tue Apr 16, 1996              CUSTOM SUMMARY REPORT                 Page 2
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 GALLERIA AT WHITE PLAINS
 PRIMARY TRADE AREA                     COORD:     00:00.00        00:00.00
 --------------------------------------------------------------------------

 DESCRIPTION                                                          TOTALS
 --------------------------------------------------------------------------

 1996 ESTIMATED POPULATION BY SEX                                  383,221
     MALE                                                           47.02%
     FEMALE                                                         52.98%

 MARITAL STATUS                                                    308,913
       SINGLE MALE                                                  15.28%
       SINGLE FEMALE                                                15.45%
       MARRIED                                                      52.19%
       PREVIOUSLY MARRIED MALE                                       4.42%
       PREVIOUSLY MARRIED FEMALE                                    12.66%

 HOUSEHOLDS WITH CHILDREN                                           44,303
     MARRIED COUPLE FAMILY                                          75.71%
     OTHER FAMILY-MALE HEAD                                          3.90%
     OTHER FAMILY-FEMALE HEAD                                       19.85%
     NON FAMILY                                                      0.53%

 1996 ESTIMATED POPULATION BY AGE                                  383,221
     UNDER 5 YEARS                                                   6.96%
     5 TO 9 YEARS                                                    6.02%
     10  TO  14 YEARS                                                5.64%
     15  TO  17 YEARS                                                3.46%
     18  TO  20 YEARS                                                3.09%
     21  TO  24 YEARS                                                4.91%
     25  TO  29 YEARS                                                7.17%
     30  TO  34 YEARS                                                8.11%
     35  TO  39 YEARS                                                7.75%
     40  TO  49 YEARS                                               15.79%
     50  TO  59 YEARS                                               11.16%
     60  TO  64 YEARS                                                4.51%
     65  TO  69 YEARS                                                4.24%
     70  TO  74 YEARS                                                3.72%
     75  + YEARS                                                     7.47%

     MEDIAN AGE                                                      37.99
     AVERAGE AGE                                                     38.98


<PAGE>


                             Tue Apr 16, 1996 Page 3
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN ~& WAKEFIELD
 GALLERIA AT WHITE PLAINS
 PRIMARY TRADE AREA                     COORD:     00:00.00        00:00.00
 --------------------------------------------------------------------------

 DESCRIPTION                                                         TOTALS
 --------------------------------------------------------------------------

 1996 ESTIMATED FEMALE POP. BY AGE                                  203,018
      UNDER 5 YEARS                                                   6.41%
      5 TO 9 YEARS                                                    5.54%
      10  TO  14 YEARS                                                5.14%
      15  TO  17 YEARS                                                3.18%
      18  TO  20 YEARS                                                3.03%
      21  TO  24 YEARS                                                4.89%
      25  TO  29 YEARS                                                6.77%
      30  TO  34 YEARS                                                7.84%
      35  TO  39 YEARS                                                7.60%
      40  TO  49 YEARS                                               15.92%
      50  TO  59 YEARS                                               11.37%
      60  TO  64 YEARS                                                4.58%
      65  TO  69 YEARS                                                4.37%
      70  TO  74 YEARS                                                4.14%
      75  + YEARS                                                     9.21%
      FEMALE MEDIAN AGE                                              39.74
      FEMALE AVERAGE AGE                                             40.67

 POPULATION BY HOUSEHOLD TYPE                                       375,292
       FAMILY HOUSEHOLDS                                             83.76%
       NON-FAMILY HOUSEHOLDS                                         13.48%
       GROUP QUARTERS                                                 2.76%

 HOUSEHOLDS BY TYPE                                                 138,748
      SINGLE MALE                                                     9.09%
      SINGLE FEMALE                                                  17.02%
      MARRIED COUPLE                                                 53.76%
      OTHER FAMILY-MALE HEAD                                          3.52%
      OTHER FAMILY-FEMALE HEAD                                       12.31%
      NON FAMILY-MALE HEAD                                            2.29%
      NON FAMILY-FEMALE HEAD                                          2.00%

 POPULATION BY URBAN VS. RURAL                                      375,322
      URBAN                                                          100.0%
      RURAL                                                           0.00%


<PAGE>


Tue Apr 16, 1996                                                     Page 4
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 GALLERIA AT WHITE PLAINS
 PRIMARY TRADE AREA                     COORD:      00:00.00       00:00.00
 --------------------------------------------------------------------------

 DESCRIPTION                                                         TOTALS
 --------------------------------------------------------------------------

 FEMALES 16+ WITH CHILDREN 0 - 17: BASE                            165,642
      WORKING WITH CHILD 0 - 5                                        3.96%
      NOT WORKING WITH CHILD 0 -  5                                   0.21%
      NOT IN LABOR FORCE WITH CHILD 0 - 5                             3.44%
      WORKING WITH CHILD 6 - 17                                       9.29%
      NOT WORKING WITH CHILD 6 - 17                                   0.35%
      NOT IN LAB. FORCE WITH CHILD 6 - 17                             3.50%
      WORKING WITH CHILD 0 - 5 & 6 - 18                               2.24%
      NOT WORKING WITH CHILD 0 - 5 & 6 - 18                           0.16%
      NOT IN LAB. FORCE W/CHILD 0 - 5 & 6 - 18                        2.31%
      WORKING WITH NO CHILDREN                                       40.15%
      NOT WORKING WITH NO CHILDREN                                    1.84%
      NOT IN LAB. FORCE WITH NO CHILD.                               32.56%

 HH BY AGE BY POVERTY STATUS                                       138,339
       ABOVE POVERTY UNDER AGE 65                                    70.35%
       ABOVE POVERTY AGE 65 +                                        22.65%
       BELOW POVERTY UNDER AGE 65                                     4.27%
       BELOW POVERTY AGE 65 +                                         2.73%

 POPULATION 16+ BY EMPLOYMENT STATUS                               305,396
       EMPLOYED IN ARMED FORCES                                       0.04%
       EMPLOYED CIVILIANS                                            63.82%
       UNEMPLOYED CIVILIANS                                           3.31%
       NOT IN LABOR FORCE                                            32.83%

 POPULATION 16+ BY OCCUPATION                                      194,897
      EXECUTIVE AND MANAGERIAL                                       18.10%
      PROFESSIONAL SPECIALTY                                         20.43%
      TECHNICAL SUPPORT                                               3.07%
      SALES                                                          11.98%
      ADMINISTRATIVE SUPPORT                                         16.59%
      SERVICE: PRIVATE HOUSEHOLD                                      1.43%
      SERVICE: PROTECTIVE                                            1. 90%
      SERVICE: OTHER                                                 10.22%
      FARMING FORESTRY & FISHING                                      1.20%
      PRECISION PRODUCTION & CRAFT                                    7.38%
      MACHINE OPERATOR                                                2.74%
      TRANS. AND MATERIAL MOVING                                      2.66%
      LABORERS                                                        2.30%


<PAGE>


 Tue Apr 16, 1996                                                Page 5
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
 GALLERIA AT WHITE PLAINS
 PRIMARY TRADE AREA                 COORD:      00:00.00       00:00.00
 -----------------------------------------------------------------------

 DESCRIPTION                                                     TOTALS
 ----------------------------------------------------------------------

 FAMILIES BY NUMBER OF WORKERS                                  97,138
       NO WORKERS                                                 8.90%
       ONE WORKER                                                28.48%
       TWO WORKERS                                               44.70%
       THREE + WORKERS                                           17.93%

 HISPANIC POPULATION BY TYPE                                   375,292
      NOT HISPANIC                                               89.61%
      MEXICAN                                                     1.65%
      PUERTO RICAN                                                1.90%
      CUBAN                                                       0.69%
      OTHER HISPANIC                                              6.16%

 1996 HISPANIC RACE BASE                                        43,053
      WHITE                                                      60.57%
      BLACK                                                      10.84%
      ASIAN                                                       0.68%
      OTHER                                                      27.91%

 POPULATION BY TRANSPORTATION TO WORK                          191,271
      DRIVE ALONE                                                57.44%
      CAR POOL                                                   10.31%
      PUBLIC TRANSPORTATION                                      20.98%
      DRIVE MOTORCYCLE                                            0.03%
      WALKED ONLY                                                 7.02%
      OTHER MEANS                                                 0.90%
      WORKED AT HOME                                              3.32%

 POPULATION BY TRAVEL TIME TO WORK                             191,271
      UNDER 10 MINUTES / WORK AT HOME                            16.94%
      10 TO 29 MINUTES                                           45.20%
      30 TO 59 MINUTES                                           23.48%
      60 TO 89 MINUTES                                           12.15%
      90+ MINUTES                                                 2.22%
      AVERAGE TRAVEL TIME IN MINUTES                             26.42

 HOUSEHOLDS BY NO. OF VEHICLES                                 138,708
      NO VEHICLES                                                16.43%
      1 VEHICLE                                                  36.48%
      2 VEHICLES                                                 33.21%
      3+ VEHICLES                                                13.88%
      ESTIMATED TOTAL VEHICLES                                 204,339


<PAGE>


 Tue Apr 16, 1996                                                     Page 6
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
GALLERIA.  AT WHITE PLAINS
PRIMARY TRADE AREA                     COORD:      00:00.00        00:00.00
- ---------------------------------------------------------------------------

DESCRIPTION                                                          TOTALS
- ---------------------------------------------------------------------------

POPULATION 25+ BY EDUCATION LEVEL                                  260,000
      ELEMENTARY (0 - 8)                                              8.41%
      SOME HIGH SCHOOL (9-11)                                        11.44%
      HIGH SCHOOL GRADUATE (12)                                      24.05%
      SOME COLLEGE (13-15)                                           14.40%
      ASSOCIATES DEGREE ONLY                                          5.49%
      BACHELORS DEGREE ONLY                                          18.64%
      GRADUATE DEGREE                                                17.57%

POPULATION ENROLLED IN SCHOOL                                       91,621
      PUBLIC PRE- PRIMARY                                             3.81%
      PRIVATE PRE- PRIMARY                                            4.63%
      PUBLIC ELEM/HIGH                                               48.89%
      PRIVATE ELEM/HIGH                                               9.91%
      ENROLLED IN COLLEGE                                            32.74%

HOUSING UNITS BY OCCUPANCY STATUS                                  145,101
       OCCUPIED                                                      95.62%
       VACANT                                                         4.38%

VACANT UNITS                                                         6,353
       FOR RENT                                                      34.27%
       FOR SALE   ONLY                                               30.02%
       SEASONAL                                                       8.89%
       OTHER                                                         26.82%

OWNER OCCUPIED PROPERTY VALUES                                       52,005
      UNDER $25,000                                                   0.21%
      $25,000 TO $49,999                                              0.27%
      $50,000 TO $74,999                                              0.48%
      $75,000 TO $99,999                                              1.16%
      $100,000   TO  $149,999                                         3.39%
      $150,000   TO  $199,999                                         8.27%
      $200,000   TO  $299,999                                        29.07%
      $300,000   TO  $399,999                                        23.16%
      $400,000   TO  $499,999                                        12.81%
      $500,000   +                                                   21.17%
MEDIAN PROPERTY VALUE                                             $346,799
TOTAL RENTAL UNITS                                                  58,549

MEDIAN RENT                                                           $564
  

<PAGE>


Tue Apr 16, 1996                                                      Page 7
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
  GALLERIA AT WHITE PLAINS
  PRIMARY TRADE AREA                    COORD:     00:00.00        00:00.00
  -------------------------------------------------------------------------

  DESCRIPTION                                                        TOTALS
  -------------------------------------------------------------------------

  PERSONS IN UNIT                                                  138,748
       1 PERSON UNITS                                                26.11%
       2 PERSON UNITS                                                30.15%
       3 PERSON UNITS                                                17.38%
       4 PERSON UNITS                                                15.00%
       5 PERSON UNITS                                                 6.94%
       6 PERSON UNITS                                                 2.61%
       7 + UNITS                                                      1.81%

  YEAR ROUND UNITS IN STRUCTURE                                     145,101
       SINGLE UNITS DETACHED                                         40.70%
       SINGLE UNITS ATTACHED                                          3.05%
       DOUBLE UNITS                                                  10.34%
       3 TO 9 UNITS                                                  14.26%
       10 TO 19 UNITS                                                 5.24%
       20 TO 49 UNITS                                                 9.49%
       50 + UNITS                                                    15.37%
       MOBILE HOME OR TRAILER                                         0.03%
       ALL OTHER                                                      1.53%

  SINGLE/MULTIPLE UNIT RATIO                                          0.80

  HOUSING UNITS BY YEAR BUILT                                       138,708
        BUILT 1989  TO MARCH 1990                                      0.58%
        BUILT 1985  TO  1988                                           2.70%
        BUILT 1980  TO  1984                                           3.27%
        BUILT 1970  TO  1979                                           6.42%
        BUILT 1960  TO  1969                                          11.98%
        BUILT 1950  TO  1959                                          19.44%
        BUILT 1940  TO  1949                                          12.31%
        BUILT 1939  OR EARLIER                                        43.31%


<PAGE>


Tue Apr 16, 1996                                                       Page 1
                    CUSTOM SUMMARY REPORT
                (POP FACTS: FULL DATA REPORT)
      By EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                        PREPARED FOR
                     CUSHMAN & WAKEFIELD
GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA                         COORD:    00:00.00      00:00.00
- -----------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -----------------------------------------------------------------------------

POPULATION
     2001 PROJECTION                                                  711,397
     1996 ESTIMATE                                                    698,228
     1990 CENSUS                                                      683,960
     1980 CENSUS                                                      691,774
     GROWTH 1980 - 1990                                                 -1.13%

HOUSEHOLDS
     2001 PROJECTION                                                  276,641
     1996 ESTIMATE                                                    266,922
     1990 CENSUS                                                      253,905
     1980 CENSUS                                                      251,545
     GROWTH 1980 - 1990                                                  0.94%

1996 ESTIMATED POPULATION BY RACE                                     698,228
     WHITE                                                              71.82%
     BLACK                                                              19.12%
     ASIAN & PACIFIC ISLANDER                                            4.91%
     OTHER RACES                                                         4.15%
 
1996 ESTIMATED POPULATION                                             698,228
     HISPANIC ORIGIN                                                    12.20%

OCCUPIED UNITS                                                        253,905
     OWNER OCCUPIED                                                     54.96%
     RENTER OCCUPIED                                                    45.04%
     1990 AVERAGE PERSONS PER HH                                         2.61

1996 EST. HOUSEHOLDS BY INCOME                                        266,922
     $150,000 OR  MORE                                                  16.11%
     $100,000 TO  $149,999                                              12.96%
     $ 75,000 TO  $ 99,999                                              13.32%
     $ 50,000 TO  $ 74,999                                              19.13%
     $ 35,000 TO  $ 49,999                                              11.46%
     $ 25,000 TO  $ 34,999                                               7.86%
     $ 15,000 TO  $ 24,999                                               7.64%
     $  5,000 TO   $ 15,000                                              8.90%
      UNDER $   5,000                                                    2.62%

1996 EST. AVERAGE HOUSEHOLD INCOME                                    $85,779
1996  EST. MEDIAN HOUSEHOLD INCOME                                    $65,061
1996  EST. PER CAPITA INCOME                                          $33,678


<PAGE>


Tue Apr 16, 1996                                                       Page 2
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
GALLERIA.  AT WHITE PLAINS
EFFECTIVE TRADE AREA                       COORD:     00:00.00       00:00.00
- -----------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -----------------------------------------------------------------------------

1996 ESTIMATED POPULATION BY SEX                                      698,228
     MALE                                                               47.33%
     FEMALE                                                             52.67%

MARITAL STATUS                                                        562,461
      SINGLE MALE                                                       15.55%
      SINGLE FEMALE                                                     15.14%
      MARRIED                                                           52.15%
      PREVIOUSLY MARRIED MALE                                            4.52%
      PREVIOUSLY MARRIED FEMALE                                         12.65%
                                                                   
HOUSEHOLDS WITH CHILDREN                                               79,929
     MARRIED COUPLE FAMILY                                              74.57%
     OTHER FAMILY-MALE HEAD                                              3.83%
     OTHER FAMILY-FEMALE HEAD                                           21.07%
     NON FAMILY                                                          0.52%
                                                                   
1996 ESTIMATED POPULATION BY AGE                                        698,228
     UNDER 5 YEARS                                                       7.08%
     5 TO 9 YEARS                                                        6.03%
     10 TO  14  YEARS                                                    5.66%
     15 TO  17  YEARS                                                    3.41%
     18 TO  20  YEARS                                                    3.06%
     21 TO  24  YEARS                                                    4.79%
     25 TO  29  YEARS                                                    7.32%
     30 TO  34  YEARS                                                    8.35%
     35 TO  39  YEARS                                                    7.81%
     40 TO  49  YEARS                                                   15.28%
     50 TO  59  YEARS                                                   11.04%
     60 TO  64  YEARS                                                    4.52%
     65 TO  69  YEARS                                                    4.32%
     70 TO  74  YEARS                                                    3.83%
     75 + YEARS                                                          7.51%
                                                                   
     MEDIAN AGE                                                         37.75
     AVERAGE AGE                                                        38.96
                                                                   
                                                                 
<PAGE>


 Tue Apr 16, 1996                                                       Page 3
                               CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
             BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                     PREPARED FOR
                                CUSHMAN & WAKEFIELD
 GALLERIA AT WHITE PLAINS
 EFFECTIVE TRADE AREA                     COORD:      00:00.00       00:00.00
 ----------------------------------------------------------------------------

 DESCRIPTION                                                           TOTALS
 ----------------------------------------------------------------------------

1996 ESTIMATED FEMALE POP. BY AGE                                     367,785
    UNDER 5 YEARS                                                        6.58%
    5 TO 9 YEARS                                                         5.61%
    10  TO  14 YEARS                                                     5.11%
    15  TO  17 YEARS                                                     3.12%
    18  TO  20 YEARS                                                     2.98%
    21  TO  24 YEARS                                                     4.79%
    25  TO  29 YEARS                                                     6.92%
    30  TO  34 YEARS                                                     7.98%
    35  TO  39 YEARS                                                     7.55%
    40  TO  49 YEARS                                                    15.42%
    50  TO  59 YEARS                                                    11.29%
    60  TO  64 YEARS                                                     4.60%
    65  TO  69 YEARS                                                     4.46%
    70  TO  74 YEARS                                                     4.27%
    75  + YEARS                                                          9.31%
    FEMALE MEDIAN AGE                                                   39.57
    FEMALE AVERAGE AGE                                                  40.67

POPULATION   BY HOUSEHOLD TYPE                                        683,960
     FAMILY HOUSEHOLDS                                                  83.38%
     NON-FAMILY HOUSEHOLDS                                              13.33%
     GROUP QUARTERS                                                      3.29%

HOUSEHOLDS BY TYPE                                                    253,905
    SINGLE   MALE                                                        9.26%
    SINGLE   FEMALE                                                     17.07%
    MARRIED COUPLE                                                      53.57%
    OTHER FAMILY-MALE HEAD                                               3.47%
    OTHER FAMILY-FEMALE HEAD                                            12.58%
    NON FAMILY-MALE HEAD                                                 2.21%
    NON FAMILY-FEMALE HEAD                                               1.84%

POPULATION BY URBAN VS. RURAL                                         684,003
    URBAN                                                               99.80%
    RURAL                                                                0.20%


<PAGE>


Tue Apr 16, 1996                                                       Page 4
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA                    COORD:      00:00.00         00:00.00
- -----------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -----------------------------------------------------------------------------

FEMALES 16+ WITH CHILDREN 0 - 17: BASE                               299,291
     WORKING WITH CHILD 0 - 5                                           3.81%
     NOT WORKING WITH CHILD 0 - 5                                       0.25%
     NOT IN LABOR FORCE WITH CHILD 0 - 5                                3.65%
     WORKING WITH CHILD 6 - 17                                          9.02%
     NOT WORKING WITH CHILD 6 - 17                                      0.41%
     NOT IN LAB.  FORCE WITH CHILD 6 - 17                               3.58%
     WORKING WITH CHILD 0 - 5 & 6 - 18                                  2.24%
     NOT WORKING WITH CHILD 0 - 5 & 6 - 18                              0.15%
     NOT IN LAB.  FORCE W/CHILD 0 - 5 & 6 - 18                          2.55%
     WORKING WITH NO CHILDREN                                          39.51%
     NOT WORKING WITH NO CHILDREN                                       1.83%
     NOT IN LAB. FORCE WITH NO CHILD.                                  32.99%

HH BY AGE BY POVERTY STATUS                                          253,495
      ABOVE POVERTY UNDER AGE 65                                       69.41%
      ABOVE POVERTY AGE 65 +                                           22.94%
      BELOW POVERTY UNDER AGE 65                                        5.02%
      BELOW POVERTY AGE 65 +                                            2.62%

POPULATION 16+ BY EMPLOYMENT STATUS                                  555,794
      EMPLOYED IN ARMED FORCES                                          0.04%
      EMPLOYED CIVILIANS                                               62.27%
      UNEMPLOYED CIVILIANS                                              3.42%
      NOT IN LABOR FORCE                                               34.27%

POPULATION 16+ BY OCCUPATION                                         346,111
     EXECUTIVE AND MANAGERIAL                                          17.87%
     PROFESSIONAL SPECIALTY                                            19.68%
     TECHNICAL SUPPORT                                                  3.14%
     SALES                                                             11.87%
     ADMINISTRATIVE SUPPORT                                            17.11%
     SERVICE: PRIVATE HOUSEHOLD                                         1.09%
     SERVICE: PROTECTIVE                                                2.19%
     SERVICE: OTHER                                                     9.99%
     FARMING FORESTRY & FISHING                                         1.00%
     PRECISION PRODUCTION & CRAFT                                       7.94%
     MACHINE OPERATOR                                                   3.01%
     TRANS. AND MATERIAL MOVING                                         2.75%
     LABORERS                                                           2.36%


<PAGE>


Tue Apr 16, 1996                                                       Page 5
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                               CUSHMAN & WAKEFIELD
GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA                      COORD:      00:00.00       00:00.00
- -----------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -----------------------------------------------------------------------------

FAMILIES BY NUMBER OF WORKERS                                        178,054
      NO WORKERS                                                       10.47%
      ONE WORKER                                                       28.28%
      TWO WORKERS                                                      43.99%
      THREE + WORKERS                                                  17.26%

HISPANIC POPULATION BY TYPE                                          683,960
     NOT HISPANIC                                                      88.61%
     MEXICAN                                                            1.28%
     PUERTO RICAN                                                       3.54%
     CUBAN                                                              0.69%
     OTHER HISPANIC                                                     5.88%

1996 HISPANIC RACE BASE                                               85,199
     WHITE                                                             56.55%
     BLACK                                                             10.23%
     ASIAN                                                              0.66%
     OTHER                                                             32.56%

POPULATION    BY TRANSPORTATION TO WORK                              339,445
     DRIVE ALONE                                                       58.31%
     CAR POOL                                                          10.49%
     PUBLIC TRANSPORTATION                                             21.39%
     DRIVE MOTORCYCLE                                                   0.04%
     WALKED ONLY                                                        6.15%
     OTHER MEANS                                                        0.70%
     WORKED AT HOME                                                     2.92%

POPULATION BY TRAVEL TIME TO WORK                                    339,445
     UNDER 10 MINUTES / WORK AT HOME                                   14.88%
     10 TO 29 MINUTES                                                  44.69%
     30 TO 59 MINUTES                                                  25.75%
     60 TO 89 MINUTES                                                  12.17%
     90+ MINUTES                                                        2.52%
     AVERAGE TRAVEL TIME IN MINUTES                                    27.49

HOUSEHOLDS BY NO. OF VEHICLES                                        253,908
     NO VEHICLES                                                       17.82%
     1 VEHICLE                                                         37.20%
     2 VEHICLES                                                        31.75%
     3+ VEHICLES                                                       13.23%
     ESTIMATED TOTAL VEHICLES                                        363,165


<PAGE>


Tue Apr 16, 1996                                                       Page 6
                              CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
                BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                  PREPARED FOR
                              CUSHMAN &: WAKEFIELD
GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA                       COORD:     00:00.00       00:00.00
- -----------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -----------------------------------------------------------------------------

POPULATION 25+ BY EDUCATION LEVEL                                    474,959
     ELEMENTARY (0-8)                                                   8.75%
     SOME HIGH SCHOOL (9-11)                                           11.93%
     HIGH SCHOOL GRADUATE (12)                                         25.60%
     SOME COLLEGE (13-15)                                              14.54%
     ASSOCIATES DEGREE ONLY                                             5.55%
     BACHELORS DEGREE ONLY                                             17.79%
     GRADUATE DEGREE                                                   15.83%

POPULATION ENROLLED IN SCHOOL                                        165,046
     PUBLIC PRE- PRIMARY                                                3.52%
     PRIVATE PRE- PRIMARY                                               4.63%
     PUBLIC ELEM/HIGH                                                  47.12%
     PRIVATE ELEM/HIGH                                                 11.77%
     ENROLLED IN COLLEGE                                               32.96%

HOUSING UNITS BY OCCUPANCY STATUS                                    265,654
      OCCUPIED                                                         95.58%
      VACANT                                                            4.42%

VACANT UNITS                                                          11,750
      FOR RENT                                                         35.91%
      FOR SALE  ONLY                                                   30.39%
      SEASONAL                                                          8.22%
      OTHER                                                            25.49%

OWNER OCCUPIED PROPERTY VALUES                                        89,364
     UNDER $25,000                                                      0.24%
     $25,000 TO $49,999                                                 0.32%
     $50,000 TO $74,999                                                 0.58%
     $75,000 TO $99,999                                                 1.39%
     $100,000 TO  $149,999                                              4.19%
     $150,000 TO  $199,999                                             10.70%
     $200,000 TO  $299,999                                             34.60%
     $300,000 TO  $399,999                                             21.91%
     $400,000 TO  $499,999                                             10.32%
     $500,000 +                                                        15.74%
MEDIAN PROPERTY VALUE                                               $318,671
TOTAL RENTAL UNITS                                                   110,780

MEDIAN RENT                                                             $545


<PAGE>


Tue Apr 16, 1996                                                       Page 7
                               CUSTOM SUMMARY REPORT
                          (POP FACTS: FULL DATA REPORT)
             BY EQUIFAX NATIONAL DECISION SYSTEMS 800-866-6511
                                     PREPARED FOR
                                CUSHMAN & WAKEFIELD
GALLERIA AT WHITE PLAINS
EFFECTIVE TRADE AREA                      COORD:      00:00.00       00:00.00
- -----------------------------------------------------------------------------

DESCRIPTION                                                            TOTALS
- -----------------------------------------------------------------------------

PERSONS IN UNIT                                                      253,905
     1 PERSON UNITS                                                    26.33%
     2 PERSON UNITS                                                    30.57%
     3 PERSON UNITS                                                    17.44%
     4 PERSON UNITS                                                    14.76%
     5 PERSON UNITS                                                     6.68%
     6 PERSON UNITS                                                     2.54%
     7 + UNITS                                                          1.68%

YEAR ROUND UNITS IN STRUCTURE                                        265,654
     SINGLE UNITS DETACHED                                             37.20%
     SINGLE UNITS ATTACHED                                              3.23%
     DOUBLE UNITS                                                       9.93%
     3 TO 9 UNITS                                                      15.94%
     10 TO 19 UNITS                                                     5.52%
     20 TO 49 UNITS                                                     9.15%
     50 + UNITS                                                        17.55%
     MOBILE HOME OR TRAILER                                             0.03%
     ALL OTHER                                                          1.46%

SINGLE/MULTIPLE UNIT RATIO                                              0.70
 
HOUSING UNITS BY YEAR BUILT                                          253,908
      BUILT   1989  TO  MARCH 1990                                      0.52%
      BUILT   1985  TO  1988                                            2.74%
      BUILT   1980  TO  1984                                            3.11%
      BUILT   1970  TO  1979                                            8.48%
      BUILT   1960  TO  1969                                           14.23%
      BUILT   1950  TO  1959                                           20.69%
      BUILT   1940  TO  1949                                           11.56%
      BUILT   1939  OR  EARLIER                                        38.67%


<PAGE>

<TABLE>
<CAPTION>
REGIONAL MALL SALES                                                                                                           1993
1993 Transaction Chart 
Cushman & Wakefield, Inc.

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
 Sale                         Sale       Year                         Total           Sold           Shop     Shop    Occu-       
  No  Property/Location       Date       Built      Sale Price         GLA            GLA             GLA     Ratio   pancy       
==================================================================================================================================

<S>                           <C>       <C>       <C>              <C>              <C>             <C>         <C>     <C>       
93-1  The Galleria @          Dec-93    1964/     $125,800,000     1,088,317        401,362         354,396     32.6%   90.0%     
(1)   Ft. Lauderdale, Florida           80/83                     
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-2  Kenwood Towne Ctr.      Dec-93     158/     $194,000,000     1,076,337        862,936         424,045     39.4%   97.0%     
      Cincinnati, Ohio                    88     
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-3  Westgate Mall           Dec-93    1982       $71,000,000       895,000        526,000         321,000     35.9%   89.0%     
      Amarillo, Texas                           
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-4  Arden Fair Mall         Dec-93   1957/81    $192,400,000     1,065,000        408,700         408,700     38.4%   90.0%     
(2)   Sacramento, California            90/93   
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-5  Fiesta Mall             Dec-93    1979/     $124,000,000     1,036,743        313,187         313,187     30.2%   98.4%     
      Mesa, Arizona                     89/90    
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-6  Coronado Center         Sep-93    1964/     $115,000,000     1,140,570        512,284         394,012     34.5%   99.7%     
      Albuquerque, New Mexico            84
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-7  Montgomery Mall         Sep-93    1970/      $44,500,000       726,703        613,703         256,783     35.3%   86.5%     
      Montgomery, Alabama                88
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-8  Clackamas Town Ctr      Jul-93    1979/     $114,827,000     1,206,824        433,000         433,000     35.9%   95.0%     
(2)   Portland, Oregon                  81/93                     
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-9  Garden State Plaza      Jul-93   1957/82    $380,000,000     1,361,000      1,361,000         587,400     43.2%   98.0%     
      Paramus, New Jersey               84/92    
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-10 Stroud Mall             Jul-93   1979/80     $43,500,000       449,167        449,167         160,178     35.7%   90.0%     
(3)   Stroudburg, Pennsylvania          88/94    
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-11 Lakewood Center         Jun-93    1975      $172,000,000     1,875,953        596,021         348,645     18.6%   96.4%     
(4)   Lakewood, California                      
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-12 Carolina Place          Jun-93    1991      $116,000,000     1,097,826        598,920         318,528     29.0%   75.0%     
(2)   Charlotte, North Carolina                 
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-13 Rivercenter             May-93    1988      $100,000,000     1,060,271        922,656         225,000     21.2%   92.0%     
      San Antonio, Texas                        
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-14 The Florida Mall        Mar-93    1986      $163,000,000     1,107,864        506,232         368,018     33.2%   98.0%     
      Orlando, Florida                          
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-15 North Riverside Park    Jan-93    1975/     $100,000,000     1,097,974        467,813         397,085     36.2%   92.4%     
(2)   Riverside, Illinois                89     
                                                
- ----------------------------------------------------------------------------------------------------------------------------------
93-16 Sarasota Square Mall    Jan-93    1977/      $84,000,000       894,061        313,511         313,511     35.1%   95.0%     
      Sarasota, Florida                  89
==================================================================================================================================
                                               
         Survey Low:                               $43,500,000       449,167        313,187         160,178     18.6%    75.0%    

         Survey High:                             $380,000,000     1,875,953      1,361,000         587,400     43.2%    99.7%    
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
         Survey Mean:                             $133,751,688     1,073,726        580,406         351,468     33.4%    92.7%    
==================================================================================================================================

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------- 
                                                                Capitalization Rates            Unit Rate Comparison               
 Sale                             Shop                          Going-in  Terminal              Price/GLA   Price/Mall      Sales  
  No  Property/Location          Sales/sf     NOI        NOI/sf    OAR      OAR    IRR          Purchased       Shop GLA  Multiple 
================================================================================================================================== 
                                                                                                                                   
<S>                              <C>      <C>           <C>        <C>        <C>   <C>            <C>             <C>      <C>    
93-1  The Galleria @             $384     $9,400,000    $23.42     7.47%      --    11.50%         $313            $355     0.92   
(1)   Ft. Lauderdale, Florida                                                                                                      
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-2  Kenwood Towne Ctr.         $413    $14,800,000    $17.15     7.63%    7.50%   11.00%         $225            $457     1.11   
      Cincinnati, Ohio                                                                                                             
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-3  Westgate Mall              $230     $5,857,500    $11.14     8.25%    8.50%   12.00%         $135            $221     0.96   
      Amarillo, Texas                                                                                                              
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-4  Arden Fair Mall            $405    $13,488,000    $32.95     7.00%      --       --          $471            $471     1.16   
(2)   Sacramento, California                                                                                                       
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-5  Fiesta Mall                $341     $9,045,200    $28.88     7.29%    7.50%   11.50%         $396            $396     1.16   
      Mesa, Arizona                                                                                                                
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-6  Coronado Center            $250     $8,395,000    $16.39     7.30%    7.25%   10.75%         $224            $292     1.17   
      Albuquerque, New Mexico                                                                                                      
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-7  Montgomery Mall            $265     $4,493,350     $7.32    10.10%      --       --           $73            $173     0.65   
      Montgomery, Alabama                                                                                                          
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-8  Clackamas Town Ctr         $302     $8,899,100    $20.55     7.75%    8.00%   11.50%         $265            $265     0.88   
(2)   Portland, Oregon                                                                                                        
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-9  Garden State Plaza         $434    $28,120,000    $20.66     7.40%    8.25%   11.50%         $279            $647     1.49   
      Paramus, New Jersey                                                                                                          
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-10 Stroud Mall                $260     $4,100,000     $9.13     9.43%    9.00%   12.00%          $97            $272     1.04   
(3)   Stroudburg, Pennsylvania                                                                                                     
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-11 Lakewood Center            $300    $14,687,800    $24.64     8.54%      --       --          $289            $493     1.64   
(4)   Lakewood, California                                                                                                         
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-12 Carolina Place             $200     $8,248,000    $13.77     7.11%    7.00%   12.00%         $194            $364     1.82   
(2)   Charlotte, North Carolin                                                                                                     
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-13 Rivercenter                $350     $9,000,000     $9.75     9.00%      --    12.50%         $108            $444     0.99   
      San Antonio, Texas                                                                                                           
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-14 The Florida Mall           $447    $12,200,000    $24.10     7.48%      --    11.00%         $322            $443     0.99   
      Orlando, Florida                                                                                                             
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-15 North Riverside Park       $240     $7,750,000    $16.57     7.75%      --    11.10%         $214            $252     1.05   
(2)   Riverside, Illinois                                                                                                          
                                                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------- 
93-16 Sarasota Square Mall       $245     $6,012,000    $19.18     7.16%      --       --          $268            $268     1.09   
      Sarasota, Florida                                                                                                            
================================================================================================================================== 
                                                                                                                                   
         Survey Low:             $200     $4,100,000     $7.32     7.00%    7.00%   10.75%          $73            $173     0.65   
                                                                                                                                   
         Survey High:            $447    $28,120,000    $32.95    10.10%    9.00%   12.50%         $471            $647     1.82   
- ---------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                   
         Survey Mean:            $317    $10,279,747    $18.48     7.92%    7.88%   11.53%         $242            $363     1.15   
================================================================================================================================== 
</TABLE>

- ----------
(1)    Includes 47,000 square feet of outparcel GLA.
(2)    Adjusted to reflect 100% interest
(3)    Price includes $13 million for expansion.
(4)    Adjusted  to reflect  100%  interest;  price  includes  strip  center and
       outparcels.
================================================================================



<PAGE>


<TABLE>
<CAPTION>
===============================================================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                                                                     1992
1993 TRANSACTIONS CHART
Cushman & Wakefield, Inc.

===============================================================================================================================

Sales                                   Sale      Year                     Total GLA/   Mall Shop       Shop       Mall Shop
No.         Property Name               Date      Built      Price          GLA Sold       GLA          Ratio      Sales PSF
===============================================================================================================================
<S>       <C>                          <C>         <C>    <C>                 <C>        <C>            <C>             <C>
92-1      The Avenues                  12/92       1990   $124,000,000        987,500    359,645        36.4%           $215
          Jacksonville, Florida                                      *        480,853
- -------------------------------------------------------------------------------------------------------------------------------
92-2      Confidential                 12/92       1985   $115,000,000        898,000    330,000        36.7%           $310
          Southern California                                                 330,000
- -------------------------------------------------------------------------------------------------------------------------------
92-3      West Oaks Mall                9/92       1984/   $77,500,000      1,018,900    318,900        31.3%           $270
          Houston, Texas                            90               *        393,900
- -------------------------------------------------------------------------------------------------------------------------------
92-4      Confidential                  7/92       1990/  $140,000,000        951,985    328,423        34.5%           $352
          New England MSA                           92                        363,985
- -------------------------------------------------------------------------------------------------------------------------------
92-5      Oakview Mall                  6/92       1991    $73,000,000        732,116    252,900        34.5%           $275
          Omaha, Nebraska                                                     400,900                                    est.
- -------------------------------------------------------------------------------------------------------------------------------
92-6      Altamonte Mall                6/92       1973/  $112,345,000      1,072,600    392,221        36.6%           $300
          Altamonte Springs, Florida                74               *        552,708
- -------------------------------------------------------------------------------------------------------------------------------
92-7      Monroeville Mall              5/92       1969   $150,000,000      1,302,237    476,928        36.6%           $300
          Monroeville, Pennsylvania                                           827,173
- -------------------------------------------------------------------------------------------------------------------------------
92-8      Northshore S.C                5/92       1958   $102,875,000      1,240,000    455,000        36.7%           $270
          Peabody, Massachusetts                                              755,000
- -------------------------------------------------------------------------------------------------------------------------------
92-9      T.C. at Boca Raton            4/92      1980/   $202,500,000      1,326,400    396,000        29.9%           $400
          Boca Raton, Florida                       86                        396,000
- -------------------------------------------------------------------------------------------------------------------------------
92-10     University Square Mall        2/92       1974    $85,000,000      1,155,940    347,312        30.0%           $280
          Tampa, Florida                                                      528,312
- -------------------------------------------------------------------------------------------------------------------------------
92-11     Clackamas Town Ctr.           1/92      1979/   $122,400,000      1,206,824    433,000        35.9%           $302
          Portland, Oregon                          81               *        433,000
===============================================================================================================================
   11     Survey Average/Mean:                            $118,601,818      1,081,137    371,848        34.5%           $298
                                                                              496,530
===============================================================================================================================

<CAPTION>
===============================================================================================================================
                                                   Capitalization Rates                 Unit Rate Comparison
Sales                                     NOI/       Going-In   Terminal                 Price/GLA   Price/Mall    Sales
No.         Property/Location           NOI PSF         OAR     OAR          IRR         Purchased   Shop GLA     Multiple
===============================================================================================================================
<S>       <C>                           <C>              <C>        <C>          <C>           <C>          <C>      <C>
92-1      The Avenues                    $9,734,000      7.85%       n/a         11.50%        $258         $345     1.60
          Jacksonville, Florida              $20.24
- -------------------------------------------------------------------------------------------------------------------------------
92-2      Confidential                   $8,337,500      7.25%       n/a         11.50-        $348         $348     1.12
          Southern California                $25.27                              12.00%
- -------------------------------------------------------------------------------------------------------------------------------
92-3      West Oaks Mall                 $5,580,000      7.20%       n/a         12.00%        $197         $243     0.90
          Houston, Texas                     $14.17
- -------------------------------------------------------------------------------------------------------------------------------
92-4      Confidential                  $10,710,300      7.65%      8.00%        11.50-        $385         $426     1.21
          New England MSA                    $29.43                              12.00%
- -------------------------------------------------------------------------------------------------------------------------------
92-5      Oakview Mall                   $5,700,000      7.81%       n/a         11.25%        $182         $289     1.05
          Omaha, Nebraska                    $14.22
- -------------------------------------------------------------------------------------------------------------------------------
92-6      Altamonte Mall                 $8,950,000      7.97%      8.50%        12.00%        $203         $286     0.95
          Altamonte Springs, Florida         $16.19
- -------------------------------------------------------------------------------------------------------------------------------
92-7      Monroeville Mall              $11,250,000      7.50%       n/a         11.50%        $181         $315     1.05
          Monroeville, Pennsylvania          $13.60
- -------------------------------------------------------------------------------------------------------------------------------
92-8      Northshore S.C                 $6,173,000      6.00%       n/a           n/a         $136         $226     0.84
          Peabody, Massachusetts              $8.18
- -------------------------------------------------------------------------------------------------------------------------------
92-9      T.C. at Boca Raton            $13,450,000      6.64%      7.00%        10.75%        $511         $511     1.28
          Boca Raton, Florida                $33.96
- -------------------------------------------------------------------------------------------------------------------------------
92-10     University Square Mall         $6,375,000      7.50%      7.50%        11.50%        $161         $245     0.87
          Tampa, Florida                     $12.07
- -------------------------------------------------------------------------------------------------------------------------------
92-11     Clackamas Town Ctr.            $8,568,000      7.00%       n/a         11.60%        $283         $283     0.94
          Portland, Oregon                   $19.79
===============================================================================================================================
   11     Survey Average/Mean:           $8,620,709      7.31%      7.75%        11.56%        $259         $320     1.07
                                             $18.83
===============================================================================================================================
</TABLE>

*      Adjusted to reflect 100% interest.

<PAGE>

<TABLE>
<CAPTION>
================================================================================================================================
REGIONAL SHOPPING CENTER SALES SUMMARY                                                                                      1991
1991 TRANSACTIONS CHART
Cushman & Wakefield, Inc.

================================================================================================================================
                                                                                                                                
Sales                               Sale        Year                       Total GLA/    Mall Shop                   Mall Shop  
 No.    Property Name               Date        Built         Price         GLA Sold        GLA         Shop Ratio   Sales PSF  
================================================================================================================================
<S>     <C>                        <C>          <C>          <C>             <C>          <C>            <C>           <C>      
 91-1   Confidential               12/91        1988/        $92,500,000     928,000      360,000        38.8%         $275     
        South Central MSA                        90                          360,000                                            
- --------------------------------------------------------------------------------------------------------------------------------
 91-2   Sarasota Square Mall       12/91        1977/        $72,000,000     903,000      310,000        34.3%         $240     
        Sarasota, Florida                        89                          310,000                                            
- --------------------------------------------------------------------------------------------------------------------------------
 91-3   Confidential               12/91        1971/       $108,923,717     990,941      314,239        31.7%         $300     
        New England MSA                          83                    *     698,977                                            
- --------------------------------------------------------------------------------------------------------------------------------
 91-4   Confidential               12/91        1965        $102,559,402   1,024,084      360,000        35.2%         $320     
        Top 20 Eastern MSA                                                   450,000                                            
- --------------------------------------------------------------------------------------------------------------------------------
 91-5   Eastland Mall              12/91        1975         $75,115,000   1,024,425      369,575        36.1%         $275     
        Charlotte, North Carolina                                            369,575                                            
- --------------------------------------------------------------------------------------------------------------------------------
 91-6   Alderwood Mall             11/91        1979        $103,750,000     961,700      260,000        27.0%         $310     
        Lynwood, Washington                                                  260,000                                            
- --------------------------------------------------------------------------------------------------------------------------------
 91-7   Confidential               11/91        1957        $130,000,000     897,174      329,500        36.7%         $300     
        Western MSA                 esc.                               *     329,500                                    est.    
- --------------------------------------------------------------------------------------------------------------------------------
 91-8   The Oaks                   10/91        1978/       $115,000,000   1,084,575      359,000        33.1%         $295     
        Thousand Oaks, California                83                    *     359,000                                            
- --------------------------------------------------------------------------------------------------------------------------------
 91-9   Mayfair Mall               10/91        1958/       $125,000,000     859,000      330,000        38.4%         $287     
        Wauwatosa, Wisconsin                     86                   **     649,000                                            
- --------------------------------------------------------------------------------------------------------------------------------
91-10   Valley Fair S.C.            7/91        1986        $197,900,000   1,064,190      356,243        33.5%         $437     
        Santa Clara, California                                        *     356,243                                            
- --------------------------------------------------------------------------------------------------------------------------------
91-11   Montclair Plaza             3/91        1968/       $210,500,000   1,501,500      389,000        25.9%         $363     
        Montclair, California                    85                          897,900                                            
- --------------------------------------------------------------------------------------------------------------------------------
91-12   Paradise Valley Mall        2/91        1979/       $160,000,000   1,223,567      417,495        34.1%         $250     
        Phoenix, Arizona                         91                    *     557,347          ***                               
- --------------------------------------------------------------------------------------------------------------------------------
91-13   Mall of Victor Valley       1/91        1986        $102,857,143     579,076      296,501        51.2%         $290     
        Victorville, California                                        *     424,678                                            
- --------------------------------------------------------------------------------------------------------------------------------
91-14   Edison Mall                 1/91        1965        $115,000,000   1,013,030      327,833        32.4%         $310     
        Ft. Meyers, Florida                                                  463,883                                            
================================================================================================================================
   14   Survey Average/Mean:                               $122,221,804    1,003,876      341,385        34.9%         $304     
                                                                             463,293                                            
================================================================================================================================


<CAPTION>
========================================================================================================================     
                                                  Capitalization Rates                Unit Rate Comparison                       
                                                 ---------------------               ----------------------
Sales                                 NOI/       Going-In     Terminal               Price/GLA   Price/Mall   Sales          
 No.    Property Name               NOI PSF         OAR         OAR          IRR     Purchased   Shop GLA     Multiple       
========================================================================================================================     
<S>     <C>                        <C>              <C>        <C>         <C>           <C>        <C>         <C>          
 91-1   Confidential               $5,735,000       6.20%      7.50%       11.50%        $257       $257        0.93         
        South Central MSA              $15.93                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-2   Sarasota Square Mall       $5,472,000       7.60%      8.00%       12.00%        $232       $232        0.97         
        Sarasota, Florida              $17.65                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-3   Confidential               $7,900,000       7.25%      8.00%       11.80%        $156       $347        1.16         
        New England MSA                $11.30                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-4   Confidential               $7,425,000       7.24%      7.50%       11.10%        $228       $285        0.89         
        Top 20 Eastern MSA             $16.50                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-5   Eastland Mall              $5,874,000       7.82%      7.50%       11.73%        $203       $203        0.74         
        Charlotte, North Carolina      $15.89                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-6   Alderwood Mall             $6,300,000       6.07%      7.00%       11.80%        $399       $399        1.29         
        Lynwood, Washington            $24.23                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-7   Confidential               $8,000,000       6.15%       n/a          n/a         $395       $395        1.32         
        Western MSA                    $24.28                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-8   The Oaks                   $7,000,000       6.09%      7.50%       11.25%        $320       $320        1.09         
        Thousand Oaks, California      $19.50                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
 91-9   Mayfair Mall               $8,000,000       6.40%       n/a        13.00%        $193       $379        1.32         
        Wauwatosa, Wisconsin           $12.33                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
91-10   Valley Fair S.C.          $11,478,000       5.80%      6.50%       11.20%        $556       $556        1.27         
        Santa Clara, California        $32.22                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
91-11   Montclair Plaza           $12,000,000       5.70%       n/a        11.00%        $234       $541        1.49         
        Montclair,  California         $13.36                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
91-12   Paradise Valley Mall       $9,936,000       6.21%      6.25%       10.75%        $287       $383        1.53         
        Phoenix, Arizona               $17.83                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
91-13   Mall of Victor Valley      $5,760,000       5.60%       n/a          n/a         $242       $347        1.20         
        Victorville, California        $13.56                                                                                
- ------------------------------------------------------------------------------------------------------------------------     
91-14   Edison Mall                $6,900,000       6.00%      7.50%       11.10%        $248       $351        1.13         
        Ft. Meyers, Florida            $14.87                                                                                
========================================================================================================================     
   14   Survey Average/Mean:       $7,698,571       6.44%      7.33%       11.52%        $282       $357        1.17         
                                       $17.82                                                                                
========================================================================================================================     
*      Adjusted to reflect 100% Interest.
**     Allocated price.
***    As expanded.
========================================================================================================================     
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                              RETAIL, COMMUNITY AND NEIGHBOHOOD CENTERS

                                                                                                                 Projection
                  Going in Cap Rate   Terminal Cap Rate         IRR            Income Growth    Expense Growth     Period
===========================================================================================================================
                    Low     High        Low     High       Low      High       Low     High      Low    High       Year's
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>     <C>         <C>     <C>        <C>      <C>         <C>     <C>       <C>     <C>         <C>
                   9.50%   11.00%      9.00%   10.50%     14.00%   14.00%      3.25%   3.25%     4.00%   4.00%       5
                   9.00%   10.00%      9.00%   10.00%     11.50%   12.50%      3.50%   3.50%     3.50%   3.50%      10
                   9.50%    9.75%      9.75%   10.00%     11.50%   11.75%      3.50%   4.00%     3.50%   3.50%      10
                   9.50%    9.50%     10.00%   10.00%     12.50%   12.50%      0.00%   4.00%     4.00%   4.00%      10
                   9.00%   10.50%      9.75%   11.50%     10.00%   14.00%      2.00%   4.00%     4.00%   4.00%      10
                  10.00%   10.00%     10.00%   10.00%     12.00%   12.00%      4.00%   4.00%     4.00%   4.00%      10
                   8.50%    9.50%      9.50%   10.50%     11.50%   12.50%      4.00%   4.00%     4.00%   4.00%      10
                   9.50%    9.75%      9.75%   10.00%     11.25%   11.50%      3.00%   4.00%     3.50%   4.50%      10
                   8.50%    9.00%      9.00%    9.50%     11.00%   12.00%      3.00%   3.00%     3.00%   3.00%      10
                   9.50%   10.00%     10.00%   10.50%     11.50%   12.50%      3.00%   3.00%     3.00%   3.00%      10
                                       9.00%   10.00%                                                              
                   9.50%    9.50%     10.00%   10.00%     12.00%   12.00%      3.00%   3.00%     3.00%   3.00%      10
                   8.50%    9.50%     10.00%   11.00%     11.25%   12.50%      3.00%   3.00%     3.00%   3.00%      10
                   9.00%    9.25%     10.00%   10.25%     12.00%   12.00%      4.00%   4.00%     4.00%   4.00%      10
- --------------------------------------------------------------------------------------------------------------
 No. of Responses   13       13         14       14         13       13         13      13        13      13
       Average     9.19%    9.79%      9.63%   10.27%     11.69%   12.44%      3.02%   3.60%     3.58%   3.65%
- --------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                 RETAIL, POWER CENTERS AND "BIG BOX"

                                                                                                                 Projection
                  Going in Cap Rate   Terminal Cap Rate         IRR            Income Growth    Expense Growth     Period
===========================================================================================================================
                    Low     High        Low     High       Low      High       Low     High      Low    High       Year's
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>     <C>         <C>     <C>        <C>      <C>         <C>     <C>       <C>     <C>         <C>
                    9.25%   9.50%       9.50%  10.00%     11.50%    11.50%    3.00%   3.50%     4.00%   4.00%       10
                    9.50%   9.75%       9.75%  10.00%     10.50%    11.50%    3.50%   4.00%     3.50%   3.50%       10
                   10.00%  10.00%      10.00%  10.00%     12.00%    12.00%    0.00%   4.00%     4.00%   4.00%       10
                    9.00%   9.50%       9.50%  10.00%     11.00%    12.00%    2.00%   3.50%     3.50%   3.50%       10
                    8.00%   9.00%       9.00%  10.00%     11.00%    12.00%    4.00%   4.00%     4.00%   4.00%       10
                    9.75%  10.00%       9.75%  10.00%     11.20%    11.50%    3.00%   3.50%     3.50%   4.00%       10
                    9.00%   9.50%      10.00%  10.00%     10.50%    11.00%    2.50%   2.50%     2.50%   2.50%       10
                    9.50%  10.00%      10.00%  10.50%     11.50%    12.50%    3.00%   3.00%     3.00%   3.00%       10
                                        8.50%   9.50%                        
                    9.00%   9.00%       9.50%   9.50%     11.50%    11.50%    3.00%   3.00%     3.00%   3.00%       10
                    9.50%   9.50%       9.75%   9.75%     11.25%    11.25%    4.00%   4.00%     4.00%   4.00%       10
                    9.00%   9.25%      10.00%  10.25%     12.00%    12.00%    4.00%   4.00%     4.00%   4.00%       10
                                                                             
- --------------------------------------------------------------------------------------------------------------
No. of Responses     11      11          12      12         11        11       11      11        11      11
Average             9.23%   9.55%       9.60%   9.96%     11.27%    11.70%    2.91%   3.55%     3.55%   3.59%
- --------------------------------------------------------------------------------------------------------------
                                     
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                           REGIONAL MALLS

                                                                                                                 Projection
                  Going in Cap Rate   Terminal Cap Rate         IRR            Income Growth    Expense Growth     Period
===========================================================================================================================
                    Low     High        Low     High       Low      High       Low     High      Low    High       Year's
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>     <C>         <C>     <C>        <C>      <C>         <C>     <C>       <C>     <C>         <C>
                    8.00%   8.50%      8.50%     9.00%    10.50%   10.50%      3.00%   3.50%     4.00%   4.00%       10
                    7.75%   8.25%      8.50%     8.75%    11.00%   11.50%      3.50%   4.00%     3.50%   3.50%       10
                    7.50%   7.50%      8.00%     8.00%    11.50%   11.50%      0.00%   4.00%     4.00%   4.00%       10
                    7.50%   9.00%      8.00%     9.75%    10.00%   12.00%      2.00%   4.00%     4.00%   4.00%       10
                    7.00%   8.00%      7.00%     8.00%    11.00%   11.00%      4.00%   4.00%     4.00%   4.00%       10
                    7.50%   8.00%      7.50%     9.00%    10.50%   11.50%      2.00%   3.50%     3.50%   3.50%       10
                    7.00%   8.00%      9.00%    10.00%    10.50%   11.50%      4.00%   4.00%     4.00%   4.00%       10
                    7.50%   8.00%      8.50%     8.50%    10.00%   11.00%      3.00%   3.00%     3.00%   3.00%       10
                    7.50%   9.00%      8.50%     8.50%    11.50%   11.50%      4.00%   5.00%                         10
                                                                              
- --------------------------------------------------------------------------------------------------------------
No. of Responses      9       9          9         9        9        9          9       9         8       8
Average             7.47%   8.25%      8.17%     8.83%    10.72%   11.33%      2.83%   3.89%     3.75%   3.75%
- --------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                        SURVEY OF RECENT CLOSED TRANSACTIONS

                                 Net Rentable Area                 Sales Price Per Sq. Ft.             Going-in Cap Rate           
                           -----------------------------      -----------------------------     ------------------------------
        Property           No. Sales                          No. Sales                         No. Sales                         
          Type             Reported    Average    Median      Reported    Average    Median     Reported    Average     Median   
- -------------------------  ------------------------------     ------------------------------    ------------------------------
<S>                            <C>     <C>        <C>             <C>    <C>         <C>            <C>      <C>         <C>       
Offices, Urban                 16      498,859    440,929         16     $130.66     $116.76        12       9.68%       9.13%     
Offices, Suburban              66      230,760    191,893         66      $83.39      $78.78        57       9.97%      10.00%    
Industrial                     57      150,787    118,400         57      $37.75      $37.87        28      10.80%      10.61%    
Retail (Other Than Malls)      29      136,429    121,552         29      $95.99      $91.67        27      10.05%      10.00%    
Malls                          9       615,102    649,130          9     $124.68      $96.00         9       9.29%       9.53%     

<CAPTION>


                                  Internal Rate of Return         
                                ---------------------------------
        Property                No. Sales                         
          Type                  Reported    Average       Median     
                                --------------------------------- 
<S>                               <C>       <C>           <C>          
Offices, Urban                    9         12.42%        12.75%       
Offices, Suburban                11         13.20%        12.25%       
Industrial                     (Sample Not Large Enough to Report)
Retail (Other Than Malls)         8         11.59%        11.33%        
Malls                          (Sample Not Large Enough to Report)
                                                                  
                             

<CAPTION>


                                  Number of Units                 Sales Price Per Unit                Going-in Cap Rate
                           ----------------------------      --------------------------------     -----------------------------
                           No. Sales                         No. Sales                            No. Sales
                           Reported    Average   Median      Reported    Average       Median     Reported    Average    Median
                           ----------------------------      --------------------------------     -----------------------------
<S>                           <C>        <C>       <C>          <C>      <C>          <C>            <C>       <C>        <C>  
Apartments                    50         201       190          50       $47,975      $46,458        41        9.19%      9.30%
</TABLE>


<PAGE>


                                        QUALIFICATIONS OF RICHARD W. LATELLA
===============================================================================

Professional Affiliations
Member, American Institute of Real Estate Appraisers
(MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892 
Pennsylvania State Certified General Real Estate Appraiser #GA-001 053-R 
State of Maryland Certified General Real Estate Appraiser #01462 
Minnesota Certified General Real Estate Appraiser #20026517
Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348 
State of Michigan Certified General Real Estate Appraiser #1201005216
New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

Real Estate Experience

Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience has
been in appraising a full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and specialty centers on a
national basis. As Senior Director of Cushman & Wakefield's Retail Group his
responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 200 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W, Orpen & Associates, Trenton, New Jersey, assisting in the
preparation of appraisals of residential property and condemnation analyses
from July 1975 to April 1977.

Formal Education

Trenton State College, Trenton, New Jersey
 Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.


<PAGE>


                                             OUALIFICATIONS OF JAY F. BOOTH
===============================================================================

General Experience
    
     Jay F. Booth joined Cushman & Wakefield Valuation Advisory Services in
August 1993. As an associate appraiser, Mr. Booth is currently working with
Cushman & Wakefield's Retail Valuation Group, specializing in regional shopping
malls and all types of retail product. Cushman & Wakefield, Inc. is a national
full service real estate organization.

     Mr. Booth previously worked at Appraisal Group, Inc. in Portland, Oregon
where he was an associate appraiser. At AGI, he assisted in the valuation of
numerous property types, including office buildings, apartments, industrials,
retail centers, vacant land, and special purpose properties.

Academic Education
Master of Science in Real Estate (MSRE) -    New York University (1995)
Major: Real Estate Valuation & Analysis      New York, New York

Bachelor of Science (BS) -                   Willamette University (1991)
Majors: Business-Economics, Art              Salem, Oregon

Study Overseas (Fall 1988) -                 Xiamen University, Xiamen, China;
                                             Kookmin University, Seoul, South
                                             Korea;
                                             Tokyo International, Tokyo, Japan

Appraisal Education

     As of the date of this report, Jay F. Booth has successfully completed all
of the continuing education requirements of the Appraisal Institute.

Professional Affiliation

Certified General Appraiser, State of New York No. 46000026796

Associate Member, Candidate MAI, Appraisal Institute No. M930181

YAC, Young Advisory Council, Appraisal Institute







This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>



                    ============================================================

                    COMPLETE APPRAISAL
                    OF REAL PROPERTY

                    Greenwood Corporate Center
                    12015 Lee Jackson Memorial Highway
                    Fairfax, Fairfax County, VA

                    ============================================================

                    IN A SELF-CONTAINED REPORT

                    As of July 1, 1997



                    Prepared For:

                    Goldman Sachs Mortgage Company
                    85 Broad Street
                    New York, New York 10004



                    Prepared By:

                    Cushman & Wakefield of Washington, D.C., Inc.
                    Valuation Advisory Services
                    1875 Eye Street, N.W., Suite 700
                    Washington, D.C. 20006







<PAGE>




June 20, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:  Complete Appraisal of Real Property
     Greenwood Corporate Center
     12015 Lee Jackson Memorial Highway
     Fairfax, Fairfax County, Virginia


     Dear Mr. Schechner

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, of Washington, D.C. Inc. is pleased to transmit our
self-contained appraisal report estimating the prospective market value of the
leased fee estate in the subject property.

     The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention to the following special
assumption.

     1.   Pursuant to your request, the date of value is July 1, 1997. We
          specifically assumed that no value affecting changes occur between the
          date of inspection, which was June 13, 1997, and the prospective date
          of value.

     2.   At the time of our property inspection, some of the space currently
          being leased by Mantech under a June 1997 commencement date was still
          under construction. We have not received a cost estimate as to the
          tenant improvement allowances that would still be payable by the
          landlord as of July 1, 1997, the effective date of the appraisal. We
          have explicitly assumed that the costs will have been paid in full.
          Should this not be the case, the value conclusion would be lower.

     This report was prepared for Goldman Sachs Mortgage Company and is intended
only for its specified use. It may not be distributed to or relied upon by other
persons or entities without written permission of Cushman & Wakefield, Inc.

     This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

     The property was inspected by and the report was prepared by Steven A.
Studabaker, MAI, under the supervision of Donald R. Morris, MAI.

<PAGE>


Mr. Sheridan Schechner                                         [MARKED AS DRAFT]
Goldman Sachs Mortgage Company       Page 2                        June 20, 1997


     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the prospective
market value of the leased fee estate in the referenced property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July 1,
1997, was:

                 EIGHTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $18,800,000

     This letter is invalid as an opinion opaque if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield of Washington, D.C., Inc.




Steven A. Studabaker, MAI
Associate Director
Virginia Commercial General Real Property Appraiser No. 4001-001111


Donald R. Morris, MAI
Manager, Director
Valuation Advisory Services
Virginia Commercial General Real Property Appraiser No. 4001-002465




<PAGE>
                                            SUMMARY OF SALIENT AND CONCLUSIONS
================================================================================

Property Name:                          Greenwood Corporate Center
                                        (also known as Greenwood Plaza)

Location:                               12015 Lee Jackson Memorial Highway
                                        (also known sometimes as 12015
                                        Legato Road)

General Overview:                       This is modern eight-story office
                                        building built in 1985 on a 5.14 acre
                                        site. The building contains 150,961
                                        rentable square feet of office space,
                                        plus a first floor auditorium and lunch
                                        room containing another 3,471 square
                                        feet of net rentable area. Parking is
                                        provided on surface parking lots. The
                                        building, with structural steel frame
                                        and a facade of precast masonry and
                                        glass panels, is modern in appearance
                                        and functional in design.

                                        On the effective date of appraisal,
                                        leasing stood at 74 percent including
                                        one June lease for 43,848 square feet
                                        (Mantech) and two July 1997 leases
                                        totaling 28,905 square feet.
                                        Additionally, another signed lease is
                                        due to commence in August for 19,596
                                        square feet (Aerotek) that will bring
                                        occupancy to 87 percent. In total, these
                                        recent leases encompass 61 percent of
                                        the building's net rentable area.

Interest Appraised:                     Leased Fee

Date of Value:                          July 1,1997

Date of Inspection:                     June 13,1997

Ownership:                              RF&P Land No. II, Inc.

Highest and Best Use:
    If Vacant:                          For office development
    As Improved:                        Continued use as an office building

Value Indicators
  Sales Comparison Approach:            $18,900,000 to $19,600,000
    Value Per Square Foot:              $125.20 to $129.83
 Indicated Value:                       $18,900,000 to $19,600,000

  Income Capitalization Approach
    Estimated Market Rental Rate:       $21.0/SF
    Stabilized Vacancy Rate:            95%
    Effective Gross Income:             $16.93/SF (During first year of
                                          holding period)
    Operating Expenses                  $5.50/SF(During first year of
                                          holding period)


<PAGE>
                                            Summary of Salient and Conclusions
================================================================================

  Real Estate Taxes:                    $1.35/SF(During first year of
                                          holding period)
  Net Operating Income:                 $9.88
  Estimated Vacancy Between Tenants     9 months
  Free Rent:                            0 months
  Probability of Renewal:               60%
  Tenant Improvement Allowance
    New Tenants in Previously
      Occupied Space                    $8.00 per square foot
    Renewal Tenants in Same Space:      $4.00 per square foot
  Estimated Market Rental Growth Rate   3.5%
  Estimated Expense Growth Rate:        1.75% at the end of 1997,
                                        3.5% thereafter
  Estimated Real Estate Tax
    Growth Rate:                        3.5% after bump in 1998
  Reversion Year Capitalization Rate    9.25%
  Transaction Costs in Reversion Sale:  2.5%
  Discount Rate:                        11.50%
  Indicated Value:                      $18,800,000

Value Conclusion:                       $18,800,000
  Value Per Square Foot:                $124.54 (Net Rentable Area)
  Implicit Capitalization Rate:         7.9%

Marketing Time:                         Six to nine months

Special Assumptions Affecting Valuation:

1.   Pursuant to your request, the date of value is July 1, 1997. We
     specifically assumed that no value affecting changes occur between the date
     of inspection, which was June 13, 1997, and the prospective date of value.

2.   At the time of our inspection of the property, some of the space currently
     being leased by Mantech under a June 1997 commencement date was still under
     construction. We have not received a cost estimate as to the tenant
     improvement allowances that would be yet to be paid by the landlord as of
     July 1, 1997, the effective date of the appraisal. We have explicitly
     assumed that the costs will have been paid in full. Should this not be the
     case, the value conclusion would be lower.

3.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report.

<PAGE>
                                                             TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION ..............................................................    1
  Identification of Property ..............................................    1
  Property Ownership and Recent History ...................................    1
  Purpose and Intended Use of the Appraisal ...............................    1
  Extent of the Appraisal Process .........................................    1
  Prospective Date of Value and Property Inspection .......................    2
  Property Rights Appraised ...............................................    2
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .....    2
  Legal Description .......................................................    4

REGIONAL ANALYSIS .........................................................    5

OFFICE MARKET ANALYSIS ....................................................   21

PROPERTY DESCRIPTION ......................................................   35
  Site Description ........................................................   35
  Improvements Description ................................................   36

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   39

ZONING ....................................................................   41

HIGHEST AND BEST USE ......................................................   43

VALUATION PROCESS .........................................................   45

SALES COMPARISON APPROACH .................................................   47

INCOME CAPITALIZATION APPROACH ............................................   53

RECONCILIATION AND FINAL VALUE ESTIMATE ...................................   68

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   70

CERTIFICATION OF APPRAISAL ................................................   72

ADDENDA ...................................................................   73

<PAGE>
                                               PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================





                                 [PHOTO OMITTED]

               View of Greenwood Corporate center as seen looking
               south from the ring road that circles Fairoaks Mall.













                                [PHOTO OMITTED]

    View of the property as seen looking west from the adjacent parking area.







<PAGE>
                                               Photographs of Subject Property
================================================================================





                                [PHOTO OMITTED]

                          View of the main entry lobby.











                                [PHOTO OMITTED]

                  Sample view of an upper level elevator lobby.







<PAGE>
                                               Photographs of Subject Property
================================================================================



                                [PHOTO OMITTED]

             View of the ring road and adjacent improvements as seen
                 looking east from a point near the entrance to
                                  the property.









                                [PHOTO OMITTED]
                    View of the property as seen looking west
                         from the adjacent parking area











<PAGE>
                                                                  INTRODUCTION
================================================================================

Identification Property

     This is an eight-story office building called Greenwood Corporate Center
(sometimes also known as Greenwood Plaza) located in the neighborhood of
Fairfax, Fairfax County, Virginia. It is a competitive, Class B+ office building
located on the ring road surrounding Fairoaks Regional Mall, near the
interchange between U.S. Route 50 (Lee Jackson Memorial Highway) and Interstate
66. The street address is 12015 Lee Jackson Memorial Highway, Fairfax, Virginia.
It is shown on the county's assessment rolls with an address of 12015 Legato
Road.

     This is a modern eight-story building built in 1985 and located on a 5.14
acre site. The building contains 150,961 net rentable square feet. Parking is
provided on an asphalt surface parking lot. The building is modern in appearance
and functional in design. On the effective date of appraisal, occupancy stood at
74 percent, including one June lease for 43,848 square feet (Mantech) and two
July 1997 leases totaling 28,905 square feet. Additionally, another signed lease
is due to commence in August for 19,596 square feet (Aerotek) that will bring
occupancy to 87 percent. In total, these recent leases encompass 61 percent of
the building's net rentable area.

Property Ownership and Recent History

     The property was acquired by the present owner, RF&P Land No. II, Inc.,
from State of California Public Employees Retirement System in November 1995 for
a recorded price of $10,966,700. This was an all cash transaction after adequate
market exposure and one of two buildings acquired in a single acquisition,
therefore the recorded consideration is an allocation of the total price. Since
the acquisition, the market has improved significantly and more than was
projected at the time of sale. For example market rents were $15.00 to $16.50
per square foot at the time of sale and were projected to increase to $15.75 to
$17.33 per square foot by 1997, or several dollars less than is currently being
achieved. Therefore, the estimated market value as concluded in this report
reflects a sharper picture of the market than was projected in 1995.

     Additionally, we have reason to believe that the property may now be under
contract of sale. However, after discussing the matter with the owner, we have
been unable to obtain any details of the pending transaction. The present owner
considers this information to be confidential and was not willing to provide
details for our analysis.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the prospective market value
of a leased fee estate on July 1, 1997. The appraisal is to be used to monitor
the performance of a portfolio asset.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and the site improvements and a
          representative sample of tenant spaces with Bernard Grace, the
          manager.

================================================================================

                                       -1-

<PAGE>
                                                                  Introduction
================================================================================


     o    Interviewed Bernard Grace of the property management company, CB
          Commercial.

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent rental rates and occupancy with the building and
          leasing managers.

     o    Reviewed a detailed history of income and expense and a budget
          forecast for 1997.

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing buildings which involved
          interviews with on site managers and a review of our own data base
          from previous appraisal files.

     o    Prepared an estimate of stabilized income and expense (for
          capitalization purposes).

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain sales price per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers. (See
          detailed sales write-ups in Addenda for more complete information on
          the verification process.)

     o    Prepared Sales Comparison and Income Capitalization Approaches to
          value. 

     Prospective Date of Value and Property Inspection

     The prospective date of value is July 1, 1997. We inspected the property on
June 13, 1997.

Property Rights Appraised

     Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

================================================================================

                                       -2-
<PAGE>
                                                                  Introduction
================================================================================

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     Based on an analysis of recent sales transactions in the market, exposure
     time is estimated to have been between six and nine months.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Value As Is

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; relates to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can

================================================================================

                                       -3-
<PAGE>
                                                                  Introduction
================================================================================

     be applied with any yield capitalization technique and may be performed on
     either a lease-by-lease or aggregate basis.

Legal Description

     The property is legally described by metes and bounds measures as recorded
among the land records of Fairfax County, Virginia. A copy of the legal
description is included in the Addenda to the report.
































================================================================================

                                      -4-
<PAGE>
                                                             REGIONAL ANALYSIS
================================================================================

Introduction

     The real estate market is affected by a range of supply and demand factors.
As examples, the growth trends in population and the number of households affect
the general demand for housing, offices, shopping centers, warehouses; the
employment opportunities and unemployment levels influence the ability or desire
to buy or rent and the quality/cost of the facilities sought; demographics
influence the types of units demanded; and general economic conditions affect
the attitudes of the populace towards the future.

     The following analysis will review each of the major factors affecting the
supply and demand for real estate in the metropolitan area. The discussion is
organized to provide the reader with an overview of the area's geographic scope
and facilities infrastructure, followed by discussions of the key economic
factors affecting supply and demand under the following headings:

          o    Background

          o    Area Definition

          o    Infrastructure

          o    Population

          o    Employment and The Economy

          o    Household Demographics

          o    Recent Trends

Background

     Washington, D.C. is unique among American cities. As our nation's capital,
it serves as a focal point for our country both politically and economically. In
the role as host city for a major world power, it attracts people from all over
the world. Washington has been dubbed a "recession proof" city in that it is
insulated, as some have argued, from the full effects of economic ups and downs
by the stabilizing influence of the federal government as the area's biggest
employer. From the 1950s through the 1980s, the size of government continually
increased, which brought about an increase in government employment and
population in the Washington area.

Area Definition

     The metropolitan Washington area is all of the Washington Metropolitan
Statistical Area (MSA) as defined by the U.S. Department of Commerce, Bureau of
the Census, as of June 1983. The Washington MSA includes: District of Columbia;
the Maryland Counties of Calvert, Charles, Frederick, Montgomery and Prince
George's; the Virginia Counties of Arlington, Fairfax, Loudoun, Prince William
and Stafford; and the Virginia independent Cities of Alexandria, Fairfax, Falls
Church, Manassas, and Manassas Park. Prior to the 1983 redefinition of the
Washington MSA, the Maryland counties of Calvert and Frederick and the Virginia
county of Stafford were excluded. The addition of these counties enlarged the
metropolitan area from approximately 2,800 square miles to 3,956 square miles.
Please refer to the Washington MSA map on the following page.

================================================================================

                                       -5-
<PAGE>




                    WASHINGTON METROPOLITAN STATISTICAL AREA

                    [GRAPHIC OMITTED -- MAP SHOWING COUNTIES
                       SURROUNDING WASHINGTON D.C. AREA]















<PAGE>
                                                             Regional Analysis
================================================================================

     Effective December 31, 1992, the Department of Commerce created a new
Washington Baltimore-D.C.-MD-VA-WVa CMSA (consolidated metropolitan statistical
area) that includes the primary Washington, D.C. and Baltimore MSAs, plus a new
Hagerstown MSA and nine additional counties in Virginia and West Virginia. The
expanded market was created to reflect the area's household and employment
patterns and is highly touted by economic development agencies. The current
Washington, D.C. metropolitan area is the appropriate focus for this analysis,
however, since the pertinent market is more localized.

     The population, housing and employment characteristics of the region are
best defined by starting at the area's central jurisdictions: the District of
Columbia, Arlington County, and the City of Alexandria; then moving outward to
the first suburban tier of counties: Fairfax County, City of Fairfax, City of
Falls Church, Prince George's County, and Montgomery County; and thence to the
outer tier of suburbs: Loudoun County, Prince William County, Manassas and
Manassas Park, Frederick County, Calvert County, Charles County, and Stafford
County.

Infrastructure

Transportation

     The Capital Beltway (I-495) is one of the most important factors driving
development in the Washington area. It has tied the Maryland and Virginia
suburbs together and significantly influenced real estate investment patterns.
One of the primary results has been a steady rise in land prices in the vicinity
of the Beltway. Apartments, light industrial facilities, distribution
warehouses, and shopping centers have gone up wherever the Beltway crosses other
major highways. Interestingly, closer-in sites have often been by-passed in
favor of locations adjacent to the Beltway.

     In addition to the Beltway, Washington is connected to I-95, the major
north-south interstate highway that extends most of the length of the Atlantic
coast, and I-66, an east-west highway that begins in Washington, D.C. and
connects westward to other interstate highways in Virginia and West Virginia.

     The Washington Metropolitan Area Transit Authority (WMATA) provides transit
service in Maryland, the District of Columbia, and Virginia, including both
rapid rail and bus transportation. The rapid rail network, referred to as
Metrorail, will cover 103 miles with 86 stations in D.C., suburban Maryland and
Virginia when completed in the late 1990s. The construction of Metrorail has had
a major impact on land values around the stations and has spurred dramatic new
development, both in downtown Washington and in suburban areas. Major new office
and mixed use projects have been built around the Metro stops. In particular,
portions of downtown Washington and Arlington County have experienced an
economic revitalization due to the opening of Metrorail. Apartment projects
often market themselves as being close to Metrorail stations and typically
command rents at the high end of the market and achieve higher occupancies as a
result. The same could be said for various primary employment centers and major
retail facilities.

     In terms of air transportation, the Washington area is served by three
major airports: Washington National, Baltimore/Washington International and
Washington Dulles International. Washington National, located in Arlington
County, is located four and one-half miles from the U.S. Capitol, and transports
over 16 million passengers per year. The airport was built in the

================================================================================

                                       -7-
<PAGE>
                                                             Regional Analysis
 c=============================================================================

1940s and is currently undergoing major renovations and expansion, which
primarily includes a new terminal building and improved parking.

     Washington Dulles International Airport is bisected by the Loudoun County,
Fairfax County line and lies in the western part of the MSA. The Dulles Access
Road provides quick access to the airport, along with the Capital Beltway
(I-495) which connects Fairfax County to the Washington metropolitan area. The
Dulles Toll Road is a commuter road bordering the Dulles Access Road that is
being studied for expansion and extension to Leesburg (Route 15) and past Dulles
Airport.

     Opened in 1962, Dulles Airport has been an important factor in the growth
of the regional economy of Northem Virginia. In 1985, it became the fastest
growing airport in the United States. Currently 19 airlines service the airport
with 500 daily departures serving 30,000 passengers. Three major airlines have
established regional hubs here including United Airlines, Continental, and Delta
Airlines. Further, international carriers including Air France, British Airways,
All Nippon Airways, TWA, Lufthansa and Swiss Air.

     The Baltimore/Washington International Airport (BWI) is located in the
southern portion of the Baltimore MSA in Anne Arundel County, ten miles from
downtown Baltimore, and 30 miles from Washington, D.C. This airport hosts 18
passenger airlines that provide direct air service to 135 cities in the United
States and Canada. BWI also provides service to air-freight carriers with its
110,000 square foot air cargo complex. When compared with Dulles and Washington
National Airport, BWI services 28 percent of commercial passengers, 38 percent
of commercial operations and 57 percent of freight customers. BWI has spawned
the development of 15 new business parks and several hotels, has created nearly
10,000 jobs, and has generated a statewide economic impact of $1.7 billion in
the form of business sales made, goods and services purchased, and wages and
taxes paid.

Government Services and Structures

     The Washington, D.C. metropolitan area contains fourteen different
municipal jurisdictions, including the District of Columbia, ten counties and
three cities in two states. Local governments provide typical municipal services
found in a major metropolitan area, including welfare and social services,
refuse collection, emergency services, public education, and a variety of
regulatory functions. Each municipality has its own zoning ordinance and
governmental structure.

     In addition to the local governments, the District of Columbia is the
headquarters for the federal government. Major federal agencies are located
throughout the District of Columbia and many of the surrounding suburbs. The
support functions for many agencies have been relocated to the less expensive
suburbs.

     The area is also served by several cross-jurisdictional agencies. These
include the Maryland National-Capital Park and Planning Commission (MNCPPC)
which provides planning and zoning coordination to the Maryland suburbs. The
Washington Metropolitan Area Transit Authority (WMATA), which was referred to
earlier, is the regional public transit authority. The Metropolitan Washington
Council of Governments performs studies on metropolitan economic and business
issues and promotes the region to outsiders.

================================================================================

                                      -8-
<PAGE>
                                                             Regional Analysis
================================================================================

Public and Private Amenities

     As the nation's capital, the District of Columbia houses many national
museums, monuments, and institutions that attract visitors to the area from
around the world. Washington, D.C. is one of the leading tourist destinations
for domestic travelers and foreign visitors to the United States.

     In addition, the metropolitan area is a strong supporter of the performing
arts. The Kennedy Center is the area's main stage for plays, opera, and symphony
presentations, but there are indoor and outdoor stages and theaters in all of
the adjacent jurisdictions. Professional athletics are played at RFK Stadium
(football) in southeast Washington, D.C. and the U.S. Air Arena (basketball and
hockey) in Landover, Maryland. Baseball is played at Oriole Park at Camden Yard
in Baltimore.

     The region also offers numerous private and public golf courses, municipal
parks, and bicycle and jogging trails. One unique feature of the region's
outdoor attractions is the C&O Canal. The canal is maintained as a national park
and follows the Maryland side of the Potomac River between Georgetown in
northwest Washington, D.C. and Cumberland, Maryland. The Potomac River is an
active recreational area for fishing and various kinds of boating.

     The public and private primary schools in the region include many with
national standing. The school districts face the typical challenges encountered
in urban centers with mixes of high and low income neighborhoods and growing
immigrant populations without English language skills. On average, the suburban
school districts tend to be better funded than those in the District of
Columbia.

     With respect to higher education, the region has a network of nationally
recognized universities and regional and community colleges, including George
Washington University, Georgetown University, American University, the
University of Maryland, Howard University, Catholic University, The University
of the District of Columbia, Catholic University, George Mason University, and
Trinity College.

     In review, the metropolitan area has a well established infrastructure of
roadways, light rail and bus systems, airports, attractive business and
residential neighborhoods, and many quality of life features that continue to
make Washington, D.C. a desirable place to work and live. There are continuing
efforts by municipal agencies to improve public transportation, especially the
commuter rail system, so as to ease road congestion and lessen air pollution.
The District of Columbia and nearby suburban office concentrations remain the
area's primary business destinations. Thus, improvement of the public
transportation system to facilitate wider access to the District and, more
importantly, connecting the suburban business centers is essential for long-term
growth.

Population

     This section will examine the population size and age trends for the
metropolitan area. Employment, income, and household related demographics will
be reviewed separately.

================================================================================

                                       -9-
<PAGE>
                                                             Regional Analysis
================================================================================

     According to Market Statistics' 1995 Demographics USA, the Washington, D.C.
MSA ranks fifth in the nation in terms of total population. The Washington area
increased in population by 20.7 percent between 1980 and 1990, or an average
annual rate of 2.1 percent. The rate of growth has slowed somewhat with the
population change between 1990 and 1994 having decreased to 1.4 percent.
Nonetheless, population growth in the region during the 1980s far exceeded the
growth during the 1970s, when the region grew by an average of only 21,000
persons per year. During the 1980s, the region had an average growth of roughly
67,000 persons per year.

     Interestingly, however, while there was an overall increase in population,
this increase was by no means uniform within the component jurisdictions of the
Washington MSA. The 1980s saw a shift in population from the inner-city and
close-in suburbs to the more remote suburban areas. The District of Columbia was
the big loser during this period with an average annual decline of 0.5 percent.
The annual rate of decline grew to 1.5 percent by 1994.

     In contrast, the inner suburbs had an annual average growth rate of 2.5
percent during the 1980s, with both Fairfax County, Virginia, and Montgomery
County, Maryland having growth rates of 3.7 percent and 3.1 percent,
respectively. Both counties were the main suburban benefactors of commercial
office and retail development for this period and population increases were
primarily concentrated in the outer portions of the counties. The growth in
these areas has decreased in the 1990s to an annual growth rate of 1.8 percent.

     The largest population increases occurred in the outer suburbs, the areas
beyond the first tier communities surrounding the District. The average annual
rate of increase in these areas was 4.4 percent. However, the rate of increase
has fallen off since 1990 to 3.2 percent, a phenomena concurrent with the slow
down in the economy. The chart on the next page presents population data and the
average growth rates for the various jurisdictions in the MSA:

================================================================================

                                      -10-

<PAGE>
                                                             Regional Analysis
================================================================================


<TABLE>
<CAPTION>
====================================================================================================================================
                                                         Population Changes
                                              1990 Census Estimates Versus 1980 Census
====================================================================================================================================
                                                                                                             Annual Average
          Jurisdiction                                   Population (thousands)                              Growth Rate (%)
                                       =============================================================================================
                                               1980                1990              1994 Est          1980-1990       1990-1994 Est
====================================================================================================================================
<S>                                         <C>                 <C>                 <C>                 <C>              <C>
District of Columbia                           638.3               606.9               570.2             -0.4919          -2.0157
- ------------------------------------------------------------------------------------------------------------------------------------
Arlington County                               152.6              170.91               171.4              1.1992           0.0975
- ------------------------------------------------------------------------------------------------------------------------------------
City of Alexandria                             103.2               111.2               114.3              0.7752           0.9293
====================================================================================================================================
Central Jurisdictions                          894.1                 889               855.9             -0.0570          -1.2411
====================================================================================================================================
Fairfax County                                 596.9               818.6               910.1              3.7142           3.7259
- ------------------------------------------------------------------------------------------------------------------------------------
City of Fairfax                                 19.4                19.6                19.6              0.1031           0.0000
- ------------------------------------------------------------------------------------------------------------------------------------
City of Falls Church                             9.5                 9.6                 9.6              0.1053           0.0000
- ------------------------------------------------------------------------------------------------------------------------------------
Montgomery County                              579.1                 757               797.4              3.0720           1.7790
- ------------------------------------------------------------------------------------------------------------------------------------
Prince George's County                         665.1               729.3               764.7              0.9653           1.6180
====================================================================================================================================
Inner Suburban Area                             1870              2334.1              2501.4              2.4818           2.3892
====================================================================================================================================
Loudoun County                                  57.4                86.1                96.1              5.0000           3.8715
- ------------------------------------------------------------------------------------------------------------------------------------
Prince William County                          144.7               215.7               246.3              4.9067           4.7288
- ------------------------------------------------------------------------------------------------------------------------------------
Cities of Manassas                              22                  34.7                40.6              5.7727           5.6676
  Manassas Park
- ------------------------------------------------------------------------------------------------------------------------------------
Fredenck County                                114.8               150.2               164.2              3.0836           3.1070
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert County                                  34.6                51.4                  60              4.8555           5.5772
- ------------------------------------------------------------------------------------------------------------------------------------
Charles County                                  72.7               101.2               109.7              3.9202           2.7997
- ------------------------------------------------------------------------------------------------------------------------------------
Stafford County                                 40.5                61.2                74.2              5.1111           7.0806
====================================================================================================================================
Outer Suburban Area                            486.7               700.5               791.1              4.3929           4.3112
====================================================================================================================================
METRO AREA TOTAL                              3250.8              3923.6              4148.4              2.0696           1.9098
====================================================================================================================================

Source: U.S. Census Data and 1994 Estimate Provided By Equifax National Decision Systems, Inc.

Note:   The list of municipalities corresponds to the DC-VA-MD MSA prior to the December 31, 1992 expansion.
</TABLE>

     We noted earlier that the District of Columbia actually lost population
over the past ten years while the suburban areas actually grew. It is important
to note, however, that this phenomenon is being seen in most major metropolitan
areas in the United States. Nevertheless, in relative terms, the population
decreases in Washington, D.C. versus population increases in suburban areas are
significantly less than that seen in other parts of the country, thus attesting
to the continuing strength and viability, albeit somewhat lessened given the
more recent recessionary trends, of the metropolitan area's inner city.

Age Distribution

     As can be seen in the following chart, the percentage of the region's
infant and elderly populations increased between 1980 and 1990. Interestingly,
however, the number of working aged residents increased the most in absolute
numbers. The number of youths and teenagers shrank. The table on the following
page displays the data.

================================================================================

                                      -11-
<PAGE>
                                                             Regional Analysis
================================================================================



     ====================================================================
                            Population Trends By Age
                        (Council of Governments Members)
     ====================================================================
                                  1980           1990          % Change
     ====================================================================
     0 to 4 Years                192,372        262,578          +36.5%
     -------------------------------------------------------------------
     5 to 17 Years               636,733        585,949           -7.2%
     -------------------------------------------------------------------
     18 to 64 Years            2,020,989      2,509,056          +24.1%
     -------------------------------------------------------------------
     Over 65 Years               235,875        317,538          +34.6%
     ====================================================================

     Source:   1980 and 1990 Census Data; Metropolitan Washington Council of
               Governments: Where We Live; Housing and Household Characteristics
               in the Washington Metropolitan Region. April, 1993.

     The District of Columbia was the only major jurisdiction to lose working
age adults (down 1.9 percent). The largest gains among working age adults were
in the inner suburbs of Montgomery and Prince George's County in Maryland and
Arlington, Fairfax, and Loudoun Counties in Virginia. The increases in the
elderly population were spread across all municipalities.

     As of the 1990 Census, the population was distributed with 21 percent under
30 years, 39 percent between the ages of 30 and 49 years, and 12 percent between
50 and 64 years of age. These are the key working age groupings.

Employment and The Economy

     The employment picture has a very significant effect on the demand for real
estate. High unemployment rates and business downsizing, for example, reduce the
number of households able to buy homes. Similarly, a growth economy creates
increasing demand for goods and services. This section will review the recent
trends and the outlook for employment in the Washington, D.C. region.

Employment Characteristics

     The table on the next page shows the area's total employment as a percent
of total employment for each industry group for the past eight years, and the
year-to-year growth rates in total employment.

================================================================================

                                      -12-
<PAGE>
                                                             Regional Analysis
================================================================================




<TABLE>
<CAPTION>
====================================================================================================================================
                                                     Non-Agricultural Employment
                                                Percent Share of Total Employment (%)
====================================================================================================================================
      Industry                     1988       1989       1990       1991      1992        1993       1994       1995       Annual
                                                                                                                (Dec)     Growth %
====================================================================================================================================
<S>                                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Manufacturing                        4.1        4.0        3.9        3.8        3.6        4.0        3.9        4.9        2.4
- ------------------------------------------------------------------------------------------------------------------------------------
Construction                         6.6        6.6        6.0        4.8        4.4        4.4        4.8        4.0       -4.9
- ------------------------------------------------------------------------------------------------------------------------------------
T.C.U. (1)                           4.9        4.9        4.8        4.8        4.7        4.5        4.6        4.5       -1.0
- ------------------------------------------------------------------------------------------------------------------------------------
Wholesale Trade                      3.6        3.5        3.5        3.4        3.3        3.3        3.3        3.2       -1.4
- ------------------------------------------------------------------------------------------------------------------------------------
Retail Trade                        16.2       16.1       15.9       15.6       15.4       15.6       15.7       16.6        0.3
- ------------------------------------------------------------------------------------------------------------------------------------
F.l.R.E (2)                          5.9        5.8        5.9        5.9        5.8        5.7        5.9        5.5       -0.8
- ------------------------------------------------------------------------------------------------------------------------------------
Services                            32.4       33.0       33.7       34.3       34.9       35.1       35.4       36.3        1.5
- ------------------------------------------------------------------------------------------------------------------------------------
State Government                     3.7        3.6        3.6        3.6        3.6        3.7        3.6        3.4       -1.0
- ------------------------------------------------------------------------------------------------------------------------------------
Local Government                     6.0        6.1        6.4        6.7        6.7        6.9        6.9        7.3        2.7
- ------------------------------------------------------------------------------------------------------------------------------------
Federal Government                  16.6       16.4       16.3       17.1       17.5       16.8       15.9       14.4       -1.7
====================================================================================================================================
Total Employment                   2,167      2,226      2,242      2,190      2,186      2,317      2,373      2,425        1.5
(Thousands)
====================================================================================================================================
Yr-to-Yr Growth (%)                  N/A       +2.7       +0.7       -2.3       -0.2       +5.6       +2.4       +2.2        N/A
====================================================================================================================================

(1) Transportation, Communications, Utilities

(2) Finance, Insurance, Real Estate

Source:   U.S. Department of Labor, Bureau of Labor Statistics, Wage and Salary Employment, 1988 1993; Obtained From the
          District of Columbia Department of Employment Services
</TABLE>

     The region enjoyed a period of unusual growth during the 1980s. The peak
year for job growth in the region was 1984, when growth reached 107,000 jobs.
The growth fell to 100,000 in 1985, and to 82,000 jobs in 1986. From 1986 to
1988, job growth settled at around 80,000 to 90,000 jobs per year, or in the
four percent range. Job growth dropped to 59,500 jobs (2.9 percent) in 1989, and
declined by another two percent to only 15,900 jobs in 1990. By this time, the
economy was being affected by the national recession with the area's total
employment declining by 52,100 jobs (minus 2.3 percent) in 1991 and remaining
relatively flat in 1992. From 1992 to 1993, however, the area experienced 5.6
percent growth. This growth was found in the suburban areas as opposed to the
District of Columbia and was evenly distributed through all industry types. The
average growth rate for the 1988 to 1995 period reflects a 1.5 percent per year
average.

     During 1994, employment in Northern Virginia grew by a strong 3.5 percent
but in the Maryland suburbs, the figure was only 2.1 percent while for the
District of Columbia it was less than 1 percent. Job growth in the region fell
below the average for the nation of 2.5 percent.

     Although the federal government has historically been the major employer in
the region, its share of employment has remained around 15 to 17 percent. The
aggregate federal employment grew at an average annual rate of 1.7 percent
between 1988 and 1995 and was 14.4 percent of total civilian employment in 1995.

     The most dramatic change in employment in the Washington area has been in
the private sector, particularly the emergence of the service industry as the
fastest growing and now largest employment opportunity. In 1960, the services
industry employed 18 percent of all non-agricultural workers and has grown to
36.3 percent by 1995. Retail and wholesale trades have

================================================================================

                                      -13-

<PAGE>
                                                             Regional Analysis
================================================================================

maintained a steady portion of total employment, thus indicating that employment
in these sectors expands and contracts with the economy.

     Construction employment fell dramatically in 1991. The construction boom of
the late 1980s came to an abrupt halt by late 1990, and the percent share of
employment held by the construction sector fell from 6.6 percent in 1988 and
1989 to 4.0 percent in 1995. The average annual rate of decline over the period
was 4.9 percent.

     We noted earlier a growing diversification of the area's employment base.
The following list of major employers in the Washington area reflects the
growing diversity of the local economy, the continuing influence of educational
institutions, and the emergence of service oriented firms.

     ======================================================================
                            Largest Private Employers
                    Ranked by Total Employees in Metro Area
     ======================================================================

                                                              Metro Area
      Rank      Company Name                                   Employees
     ======================================================================
       1 Inova Health Systems                                    9,500
     ----------------------------------------------------------------------
       2 Hechts                                                  8,000
     ----------------------------------------------------------------------
       3 Medlantic Healthcare Group                              6 000
     ----------------------------------------------------------------------
       4 Long & Foster Real Estate                               5 300
     ----------------------------------------------------------------------
       5 Shoppers Food Warehouse                                 3,800
     ----------------------------------------------------------------------
       6 Booz Allen & Hamilton                                   3,100
     ----------------------------------------------------------------------
       7 Dyncorp                                                 3,000
     ----------------------------------------------------------------------
       8 Holy Cross Hospital                                     2,300
     ----------------------------------------------------------------------
       9 Providence Hospital                                     2,000
     ----------------------------------------------------------------------
      10 Alexandria Hospital                                     1,742
     ======================================================================
            Source: Washington Business Journal, November 17-23, 1995


     If the federal government were included in the above list, the Department
of Defense would be the largest local employer, with over 86,000 employees. The
next closest is the Department of Health and Human Services with over 30,000
employees. The Treasury, Justice, Postal Service, and Commerce Departments all
have over 20,000 employees, and are larger individual employers than any other
local private firm.

     The local governments are also major employers in the region. For example,
the City of Alexandria had over 5,100 employees between the city government,
Alexandria Hospital, and the public school system. Arlington, Fairfax, and
Loudoun Counties have, respectively, over 6,800, 25,500, and 3,900 employees for
the same functions. Montgomery County and Prince George's Counties are similarly
large local employers.

Unemployment Rates

     According to the Census reports, the Washington region has one of the
highest labor force participation rates in the country, with more than 75
percent of the population between the ages of 16 and 65 being part of the labor
pool. This is ten percent higher than the national average.

================================================================================

                                      -14-
<PAGE>
                                                             Regional Analysis
================================================================================

     For most of the 1980s, the demand for workers was increasing at a faster
rate than the number of workers in the area, causing a labor shortage. The 1991
through 1993 recession, however, halted job growth in the area and drove up
unemployment rates. The related statistics are summarized below.

================================================================================
                               Unemployment Rates
================================================================================
Year               1988    1989    1990    1991    1992    1993    1994    1995
                                                                           (Nov)
================================================================================
Washington MSA      2.9%    2.7%    3.4%    4.5%    5.0%    4.5%    4.1%    3.9%
- --------------------------------------------------------------------------------
United States       5.5%    5.3%    5.5%    6.7%    7.4%    6.8%    6.1%    5.3%
================================================================================

Source:   Metropolitan Council of Governments: Economic Trends in Metropolitan
          Washington. 1988-1991 (The unemployment rates are not seasonally
          adjusted.) Updated figures including 1992 through year-to-date 1995
          obtained from the District of Columbia Department of Employment
          Services.

     The outlook for employment in the region continues to be strong despite the
recent recession. Obviously, federal and local government employment is a major
contributor to the region's stability. Most of the swings in employment have
been experienced in the construction trades and retail employment. These last
two sectors are expected to remain soft for the next few years with slow gains
made as the economy stabilizes and demand for new housing and commercial
construction increases.

Employment Outlook

     The Greater Washington Research Center reported that growth in the
Washington area economy finally resumed during the latter part of 1993 after
staggering through the previous six years.  In early 1994, most of the nine
indicators that the research group uses to track the health of the economy and
to predict its direction were up, the only exception being the employment index
which showed the number of jobs increasing at a pace somewhat slower than the
seasonal norm. On the positive side, however, the number of jobs increased by
the largest margin since mid-1993. Job gains in the private sector seem to be
leading those in the government.

     The indicators utilized by the Research Center seem to suggest that the
economy is continuing to gain strength. However, the level of improvement still
falls short of generating the number of jobs the Washington area produced during
the boom of the 1980s. The number of jobs in the area increased by 18,900 in
March but the total number of jobs so far this year is still short of
pre-recession peak employment.

     Job gains have been concentrated in the government and service sector, with
employment in retailing and construction still relatively depressed. The new
jobs numbers may be understated because they don't include self-employment. In
addition to employment, other guideposts to the state of the region's economic
health - airport boardings, classified advertising lineage and the national
consumer confidence index - all improved in 1994.

     Even though the recovery in the Washington area may be slow, the region is
strong economically. The office vacancy rate in the Washington area is below
that in most

================================================================================

                                      -15-
<PAGE>
                                                             Regional Analysis
================================================================================

metropolitan areas and unemployment is lower than the national average. The
indicators that the Greater Washington Research Center uses to forecast economic
growth six to nine months from now were up as well, albeit less strongly.

     Increases in the sales of durable goods, in the number of business
telephone lines installed, in housing sales, in the Johnston, Lemon Index of
local stocks and in the national leading index, produced a modest gain of 0.09
percent in March.

     Overall, the region's 1993 performance was described as a year of recovery
as evidenced by the net increase in wage and salary jobs, with the services and
government sectors adding the most positions. For 1994 through 1996, we
witnessed further employment gains for the region and a strengthening economy,
as the recovery broadened and deepened.

Household Demographics

     One of the more important demographic factors influencing the demand for
goods and services is the household. The household is the basic consuming unit
in the housing market. It is defined by the U.S. Census as a person or group of
people who jointly occupy a dwelling unit and who constitute a single economic
unit for the purposes of meeting housing expenses. The household unit can be a
family, two or more individuals living together, or a single person.

     The historical household growth patterns help define the region and are
shown in the following table. The forecasts were published by Equifax National
Decision Systems and were tabulated for them by an econometric modeling service
associated with a major university.

     The figures show that the number of households in the region grew at an
average annual rate of 2.4 percent during the 1980s. The rate has slowed to
about 2.1 percent per year for 1990 through 1994, and is projected to slow to
about 1.5 percent for the next five years. As with the population figures
presented earlier, household formation has become negative in the District of
Columbia. However, the inner suburbs have showed continued growth with the
strongest counties being Fairfax and Prince George's. The outer suburbs had the
strongest 1980s and early 1990s growth rates, but are projected to slow to an
average annual rate of 2.6 percent.

                                      -16-





<PAGE>
                                                               Regional Analysis
================================================================================



<TABLE>
====================================================================================================================================
                                                          Household Changes
                                              1990 Census Estimates Versus 1980 Census
====================================================================================================================================
<CAPTION>
                                                            Households                                      Annual Average
       Jurisdiction                                        (Thousands)                                       Growth Rate(%)
                                        ============================================================================================
                                                                                                               1990-      1993-1999
                                         1980          1990          1994          1999          1980-         1994 Est      Fcst
                                                                      Est.         Fcst          1990
====================================================================================================================================
<S>                                     <C>           <C>           <C>           <C>           <C>           <C>           <C>
District of Columbia                     253.1         249.6         240.8         231.1          -0.1          -0.9          -0.8
- ------------------------------------------------------------------------------------------------------------------------------------
Arlington County                          71.6          78.5          79.2          80.0           1.0           0.2           0.2
- ------------------------------------------------------------------------------------------------------------------------------------
City of Alexandria                        49.0          53.3          56.1          58.2           0.9           1.3           0.7
====================================================================================================================================
Central Jurisdictions                    373.7         381.4         376.1         369.3           0.2          -0.3          -0.4
====================================================================================================================================
Fairfax County                           205.2         292.3         331.3         373.7           4.3           3.3           2.6
- ------------------------------------------------------------------------------------------------------------------------------------
City of Fairfax                            6.9           7.4           7.8           8.1           0.7           1.4           0.8
- ------------------------------------------------------------------------------------------------------------------------------------
City of Falls Church                       4.3           4.2           4.3           4.4          -0.2           0.6           0.5
- ------------------------------------------------------------------------------------------------------------------------------------
Montgomery County                        207.2         282.2         304.6         326.5           3.6           2.0           1.4
- ------------------------------------------------------------------------------------------------------------------------------------
Prince George's Cnty                     224.8         258.0         281.7         308.1           1.5           2.3           1.9
====================================================================================================================================
Inner Suburban Area                      648.4         844.1         929.7       1,020.8           3.0           2.5           2.0
====================================================================================================================================
Loudoun County                            18.7          30.5          35.3          39.1           6.3           3.9           2.2
- ------------------------------------------------------------------------------------------------------------------------------------
Prince William Cnty                       43.8          69.7          81.7          93.8           5.9           4.3           2.9
- ------------------------------------------------------------------------------------------------------------------------------------
Cities of Manassas/                        6.9          11.7          14.3          17.0           7.0           5.6           3.8
Manassas Park
- ------------------------------------------------------------------------------------------------------------------------------------
Frederick County                          37.5          52.6          59.8          66.0           4.0           3.4           2.1
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert County                            10.7          17.0          20.6          23.4           5.9           5.3           2.7
- ------------------------------------------------------------------------------------------------------------------------------------
Charles County                            21.4          32.9          37.6          42.0           5.4           3.6           2.3
- ------------------------------------------------------------------------------------------------------------------------------------
Stafford County                           12.2          19.4          24.3          27.9           5.9           6.3           2.0
====================================================================================================================================
Outer Suburban Area                      151.2         233.8         273.6         309.2           5.5           4.3           2.6
====================================================================================================================================
REGION TOTAL                            1173.3        1459.3        1579.4        1699.3           2.4           2.1           1.5
====================================================================================================================================

Source:   U.S. Census Data Provided By National Decision Systems, Inc.

Note:     The list of municipalities corresponds to the DGVAMD MSA prior to the December 31, 1992 expansion.



</TABLE>




================================================================================

                                      -17-
<PAGE>
                                                             Regional Analysis
================================================================================

     The key items relating to Household (HH) Income and Statistics relating to
persons per dwelling unit (DU) are summarized below.

<TABLE>
==============================================================================================================================
                                      Selected Household Demographics for the Metropolitan Area
==============================================================================================================================
<CAPTION>
Category                    1990                1995                2000              % Change            % Change
                                              Estimate            Forecast            1990-1995           1995-2000
==============================================================================================================================
<S>                    <C>                 <C>                 <C>                  <C>                 <C>
Average HH Income          $55,693             $67,747             $89,806              21.6%               32.6%
- ------------------------------------------------------------------------------------------------------------------------------
Median HH income           $46,196             $55,684             $68,889              20.5%               23.7%
==============================================================================================================================
Population by HH         % Family HH       81.1% (degree)          % Non-               16.4%
Type (1990)                                                       Family HH
==============================================================================================================================
  No. Of Persons             One                Two                 Three               Four            Five or More
==============================================================================================================================
Persons Per DU              24.9%               30.8%               18.5%               15.3%               10.5%
(% of Total)
==============================================================================================================================
Characteristics:         Single Male           Single              Married          Other Family         Non-Family
                                               Female              Couple               Head                Head
==============================================================================================================================
HH Type (% of
Total)                      10.5%               14.4%               51.7%               15.4%               8.0%
==============================================================================================================================

Source: U.S. Census Data and Projections Provided by Equifax National Decision Systems, Inc.
</TABLE>

     Since 1980 there has been a drop in household size and, correspondingly, a
growth in the number of non-family households. Married couples continue to
represent over 50 percent of the total households. Single person households grew
at an annual rate of 2.5 percent and non-family households grew at an annual
rate of 6.1 percent during the last decade while single parent households grew
at an annual rate of 3.0 percent during the 1980s. The growth in the single
person and non-family household categories of households contributes to housing
demand, which generates demand across the economy.

     Another important issue affecting the demand for real estate is household
income. The following table shows the percent distribution of income within the
different jurisdictions.

================================================================================

                                      -18-

<PAGE>
                                                             Regional Analysis
================================================================================



<TABLE>
===========================================================================================================================
                                              1994 Percent Distribution of Household Income
===========================================================================================================================
<CAPTION>
           Jurisdiction                Less Than       $25-          $35-          $50-          Over            No. Of
                                         $25K          34.9K         49.9K        74.9K          $75K           Household
===========================================================================================================================
<S>                                        <C>           <C>           <C>           <C>           <C>           <C>
District of Columbia                       33.4          13.3          15.6          16.5          21.2          240,777
- ---------------------------------------------------------------------------------------------------------------------------
Arlington County                           17.0          11.2          17.2          22.3          32.3           79,254
- ---------------------------------------------------------------------------------------------------------------------------
City of Alexandria                         17.4          13.4          21.0          22.0          26.3           56,113
===========================================================================================================================
Central Jurisdictions                      27.9          12.8          16.7          18.4          24.2          378,144
===========================================================================================================================
Fairfax County                              8.5           6.6          12.5          26.2          46.1          331,334
- ---------------------------------------------------------------------------------------------------------------------------
City of Fairfax                            13.4          10.2          15.3          30.7          30.4            7,775
- ---------------------------------------------------------------------------------------------------------------------------
City of Falls Church                       15.5           8.7          15.0          23.8          37.0            4,284
- ---------------------------------------------------------------------------------------------------------------------------
Montgomery                                 13.0           8.7          14.6          22.8          40.9          304,627
- ---------------------------------------------------------------------------------------------------------------------------
Prince George's                            18.2          13.2          20.0          26.4          22.6          281,732
===========================================================================================================================
Inner Suburban Area                        12.9           9.3          15.5          25.2          37.1          929,752
===========================================================================================================================
Loudoun County                             10.8           8.0          17.0          32.6          31.5           35,267
- ---------------------------------------------------------------------------------------------------------------------------
Prince William County                      10.4           9.2          19.8          33.6          27.1           81,669
- ---------------------------------------------------------------------------------------------------------------------------
Cities of Manassas/                        27.5          28.4          53.3          57.4          33.5           14,340
Manassas Park
- ---------------------------------------------------------------------------------------------------------------------------
Frederick County                           20.4          13.0          22.6          26.6          17.4           59,763
- ---------------------------------------------------------------------------------------------------------------------------
Calvert County                             15.7          10.5          18.4          29.3          26.2           20,596
- ---------------------------------------------------------------------------------------------------------------------------
Charles County                             17.0           9.9          20.1          28.5          24.4           37,600
- ---------------------------------------------------------------------------------------------------------------------------
Stafford County                            15.1          11.4          22.3          29.7          21.5           24,312
===========================================================================================================================
Outer Suburban Area                        15.3          11.0          20.0          30.8          22.9          273,547
===========================================================================================================================
Totals                                     16.8          10.5          16.1          24.7          31.9        1,581,443
===========================================================================================================================

Source: Equifax National Decision Systems, Inc.
</TABLE>


     The metropolitan area as a whole shows a heavy distribution of households
with incomes on the high end of the range. Over 55 percent of the households
have an annual income over $50,000 per year and the highest grouping is those at
$75,000 per year or higher (31.9 percent).

     This relationship is not true of the central jurisdictions and the outer
suburban areas where the highest concentration of households is in the $50,000
to $75,000 per year range. The inner suburban areas, however have an
overwhelming percentage of households - 37.1 percent in the over $75,000 per
year range.

Summary

     The long-term outlook for the metropolitan Washington area continues to be
good. The expanding population of the area indicates an increase in demand for
goods and services. The trend toward smaller household sizes provides additional
demand pressures for new housing. The major factors affecting real property
values are sound, and future trends appear to point toward continued economic
vitality for the region.

     In the short term, the region has experienced the effects of the recent
recession. Total employment in the region declined during the recent recession.
However, unemployment levels were moderated by the influence of federal and
local government employment and contracts for


================================================================================

                                      -19-
<PAGE>
                                                             Regional Analysis
================================================================================

services. The Washington region continues to have one of the lowest unemployment
levels in the United States.

     Overall, we believe that 1997 will be a period of continued moderate growth
and steady improvement in the underlying factors affecting the real estate
markets. More importantly, we do not anticipate any further downturn in the
local economy on the scale of what has occurred in other regions of the country.
Many local economists and developers are signaling their belief that the real
estate market is strengthening.

     Real estate values are volatile in this climate, with some property values
on the increase while other areas remain stable. For the short-term, we expect
that real estate values will show improvement in value in certain sectors. For
the long-term, the market appears to be sound, with strong demographics and
reasonable prospects for increasing values in the future.
























================================================================================

                                      -20-
<PAGE>
                                                        OFFICE MARKET ANALYSIS
================================================================================

Investment Market

     The investment market in the metropolitan Washington area has been active
as 21 office buildings sold for more than $10 million in 1996 following 25
buildings during 1995. Within Washington, D.C. itself, seven buildings sold for
over $10 million at an average price of $202 per square foot. The composition of
investors in the metropolitan Washington area is largely institutional,
consisting mainly of insurance companies, pension funds and fund advisors. In
addition, the market has seen increased investment activity from offshore
capital sources and individual syndicates.

     With a higher concentration of available capital, the metropolitan market
has experienced rising prices on average. For example, most recently, a true
trophy property developed by Copley and Prentiss Properties (1301 K Street) sold
for $306 per square foot. Another similar quality building built by Manulife
(1350 Eye Street) was purchased for almost $350 per square foot. In 1994, the
Government of Singapore Investment Corporation purchased the 242,000 square foot
office building at 901 E Street, NW, for $66 million, or $272 per square foot.
These sales provide evidence that the metropolitan Washington office market
continues to be among the more desirable markets in the nation for institutional
investment.

Metropolitan Office Market

     Supply and Demand Factors

     In order to report on the state of the office market and to project future
trends, we have collected information on the metropolitan Washington Office
Market, the relevant submarket and the ounce projects that compete directly with
the subject. Cushman & Wakefield of Washington, D.C., maintains a database
comprised of multi-tenant office buildings of at least 20,000 square feet. The
following categories of buildings are specifically not included in our survey:
medical and professional buildings, government buildings, owner-occupied
projects and office/ showroom/ warehouse complexes. Cushman & Wakefield also
produces a quarterly Office Market Survey entitled Metropolitan Washington, D.C.
Office Market Report. Additional information was obtained through conversations
with knowledgeable market participants.

     The metropolitan Washington, D.C. office market includes the following
jurisdictions: the District of Columbia, Arlington and Fairfax Counties and the
City of Alexandria in Northern Virginia and Montgomery and Prince George's
Counties in Suburban Maryland. The market contains over 200 million square feet
of privately owned office space distributed among 31 submarkets within the seven
jurisdictions. The District of Columbia contains 39 percent of the metro area's
total square footage. The following table presents the geographic distribution
of the office inventory in the metropolitan area, along with other statistical
data:

================================================================================

                                      -21-

<PAGE>
                                                       Office Market Analysis
================================================================================



================================================================================
                      Geographic Distribution of Inventory
                     Metropolitan Washington Office Market
                               First Quarter 1997
================================================================================
 Jurisdiction          Inventory  Overall     SF Under   Weighed Avg.  Y-T-D Net
                       SF (000)   Vacancy  Construction    Class A    Absorption
                                                         Rental Rate
================================================================================
Washington, D.C.         80,523    12.7%     1,983,260     $35.09        55,852
Arlington County         24,995     6.3%       153,000     $26.34       239,351
Alexandria               12,120     5.4%             0     $22.49         1,791
Fairfax County           48,090     6.4%       510,000     $23.15       512.052
Loudoun County            2,355     4.9%        73,500     $17.75        (3,120)
Montgomery County        32,140    10.2%             0     $19.80       512,059
Prince George's County   10,128    18.2%             0     $18.85        73,603
- --------------------------------------------------------------------------------
Total                   204,350    10.0%     1,983,260     $27.69     1,391,588
================================================================================

     As of the end of 1996, the overall vacancy rate stood at 10.8 percent,
reflecting both direct vacancies and sublet space, continuing a slow recovery
from the end of year 1992 vacancy of 14.7 percent. Although the Washington
region is now and has over the past experienced generally higher overall
occupancies levels than most major metropolitan areas in the United States, the
current statistics, as presented in this section, reflect recent trends which in
general, support only limited optimism for an overall improving market as a
whole. Specifically, the Class A market appears sound, but there are unsettling
currents affecting older buildings throughout the city.

     Furthermore, build-to-suit activity on the part of the World Bank and the
International Monetary Fund (IMP) will likely prove problematic over the next
couple of years, particularly in the Class B and C properties in the city's
Central Business District office submarket (submarket boundaries will be defined
later in this section). Also, the issue of government downsizing, both locally
and nationally, cannot be dismissed lightly. The 1994 Congressional election
brought the first change in the control of both Houses of Congress in 40 years.
Thus, it is difficult to reliably predict the upshot. Accordingly, at the very
least, caution is in order as we are traveling uncharted territory. These issues
are discussed in greater detail later in this section.

     As noted above, there are positives in the market. We do expect Class A
properties to fair well over the near term. As will be repeatedly indicated in
the following discussion, there appears to be a continuing shortage of Class A
office space and a plethora of Class B and C space.

     The following table presents the historical vacancy, rental rate and
absorption data, showing a steadily declining vacancy rate and a possible
increase in rents:

================================================================================

                                      -22-

<PAGE>
                                                       Office Market Analysis
================================================================================



================================================================================
                                 Historical Data
                      Metropolitan Washington Office Market
                                   1992 - 1996
================================================================================
Year  Inventor SF (000)  Vacancy      SF Under     Rental Rate Net Absorption SF
                                    Construction
================================================================================
1992     204,427          14.7%       2,301,986       $22.80       2,833,422
1993     205,629          13.5%         874,631       $21.38       3,763,144
1994     206,337          12.7%       2,124,631       $21.44       2,319,175
1995     206,794          12.3%       1,004,272       $21.75       2,642,126
1996     212,389          10.8%       1,878,016       Class A      2,921,573
                                                      $27.35
================================================================================
    Annual Averages                   1,636,707                    2,895,888
================================================================================


     The above table presents several important changes: the inventory increased
by the inclusion of Loudoun County in the first quarter 1996; the square footage
under construction jumped dramatically as new build to suits commenced. As the
economy continues to improve, we anticipate a slow return to development.

Demand for Office Space

     As shown above, the overall vacancy has been gradually declining. The
office market is demonstrating improvement, although it varies from market to
market. Northern Virginia and Fairfax County specifically continue to be the
strongest submarkets with low vacancies and strong absorption. In contrast,
Washington, D.C. has demonstrated weak absorption and stable vacancy rates.

     Traditionally, the office market's vigorous leasing activity has been
supported by the growth of the white collar employment base. Additionally, one
of the major players in the local market is the federal government (largely the
General Services Administration or GSA) which leases just over 20 percent of the
office space in the metropolitan area. Government leasing has historically
accounted for about 40 percent of gross leasing activity, but dropped to the 25
percent range in 1993 before falling to less than ten percent in 1994 and 1995
and then rising above ten percent in 1996. Furthermore, due to the new political
climate in Washington and continuing efforts to cut the size of the federal
government, future absorption projections are uncertain.

     In July 1996, GSA announced that government agencies will be allowed to
control their own leasing using outside third party vendors, if they prefer. It
is too early to tell what effect this will have on overall government leasing,
but the change in the status quo is worth noting.

     Government activity notwithstanding, the primary influence on net office
absorption is job formation, in particular, white collar employment. An
historical summary of office type employment is shown in the following table,
encompassing the categories of Government, Finance, Insurance, Real Estate
(FIRE), Transportation, Communications, Utilities (TCU) and Services. The
compound annual growth rate from 1984 to 1994 was 3.0 percent. However, real
growth occurred only in the 1984 to 1989 time frame with 5.0 percent compound
growth rate while there was very modest compounded job growth of 1.6 percent
from 1989 to 1994. In

================================================================================

                                      -23-
<PAGE>
                                                        Office Market Analysis
================================================================================

contrast, the future job growth over the next ten years is expected to be 6.6
percent for the Service sector, 1.3 percent for the Finance, Insurance & Real
Estate sector and 1.4 percent for the Government sector. Obviously, the
projection for growth in the Government sector merits caution as previously
addressed.

================================================================================
                             Metropolitan Washington
                           Office Related Employment*
                                    1987-2004
================================================================================
 Year            Total           New Jobs Created Office
              Employment             Previous Period             Absorption
                (000s)                   (000s)              (000s Square Feet)
================================================================================
 1987           1,500.6                    N/A                       N/A
 1988           1,545.5                   44.9                       N/A
 1989           1,604.3                   58.8                       N/A
 1990           1,639.1                   34.8                       N/A
 1991           1,641.0                    1.9                      3,317
 1992           1,661.0                   20.0                      2,733
 1993           1,686.5                   25.5                      3,753
 1994           1,739.8                   53.5                      2,319
 1995           1,812.6                   72.8                      2,642
 1999           2,155.3              342.7 or 68.5/yr
 2004           2,688.6             533.3 or 106.7/yr
================================================================================
Source:   The WEFA Group - Regional Economic Service, Spring 1994; Net
          Absorption data from C&W
* Service, FIRE, TCU and Government sectors
================================================================================

     For the years for which data is available, the table also shows the
historical relationship between job formation and office absorption in the
metropolitan area. Coinciding with the depths of the recession, the 1991 job
growth of only 1,900 jobs corresponded with a healthy absorption of 3.3 million
square feet. We would typically expect lower absorption in years with little job
growth. Possibly the low absorption was due in part to the high level of job
growth in the immediate preceding years. In the following years, net absorption
fluctuated between 2,319,000 to 3,753,000 square feet against a steadily growing
job formation trend.

     Perhaps having some effect on the data is the national and local pattern of
corporate down-sizing and consolidation, leaving less office space per employee.
As one observer recently put it, "historically, 250 square feet per office
employee was the standard rule-of-thumb ratio. Today, this ratio is working
itself down to 160 feet per employee." A recent market example of this trend is
AT&T's current target of 180 square feet of net rentable area per employee, down
from 200 square feet a few years ago. Also, the federal government is now
targeting less than 150 feet per employee.

     Although the above statistics produce unclear trends, the relationship
between white collar job formation and net office space absorption, while not
always obvious, is a key component of the demand side of the office space
equation. With regular job growth, net absorption will occur and gradually draw
down the supply of vacant office space, albeit probably at a slower pace than
history would suggest.

================================================================================

                                      -24-
<PAGE>
                                                        Office Market Analysis
================================================================================

     The number of years' supply of available space is one method of evaluating
the relative health of a market. If one defines market equilibrium to be
occupancy in the 95 percent range, then about 5.0 percent of the total inventory
needs to be absorbed in order to achieve equilibrium (or about 10.2 million
square feet). This is calculated by subtracting from the overall vacancy rate
the defined 5.0 percent stabilized vacancy. Assuming a future absorption rate
equal to the past five year average annual net absorption of 2.9 million square
feet, an approximate 3.5 year supply of vacant office space (all classes) is
indicated. This issue is discussed in greater detail once we look at the more
distinct Washington, D.C., market versus the metropolitan area as a whole.

     Until recently, an exodus of businesses from the District to the suburbs
compounded the recent downward absorption cycle. The exodus was attributable to
the continuing cost cutting in large regional and national firms which fled the
higher rates of the downtown market. Even so, the overall strength of the
Washington area, based primarily on the influence of the federal government,
should not be ignored. In addition, as occupancies increase and asking rental
rates in the preferred close-in suburbs rose dramatically, the cost spread
between downtown and the suburbs narrowed and seemingly stanched the outflow of
major tenants.

     Nevertheless, within the Central Business District Submarket (CBD) of the
downtown office district in Washington, D.C., an ominous cloud threatens
prospective leasing for the next several years. This is particularly true for
Class B and C buildings. As previously alluded to, the World Bank and IMP will
have new headquarters buildings operational by 1997 and 1998. As these and other
related tenants leave their CBD space, most of which is Class B, an additional
1.5 million square feet will become available, just within the next 12 months.
While this is not expected to severely impact Class A buildings, it will
definitely prove problematic for the Class B sector and likely disastrous for
Class C and D buildings, over the short term at least.

     In the final analysis, we anticipate a return to equilibrium in the
metropolitan Washington office market only after the turn of the century. We
have defined this equilibrium in terms of occupancy and market rents with
stabilized occupancy in the 95 percent range, and market rents at sufficient
levels to support new construction. We expect the phenomena of free rent and
above standard concessions to generally disappear over the next several years
with market rents and the overall level of economic growth again achieving some
sort of parity prior to the term of the century. The exception may be the older
Class C and D product, assuming it will rent at all.

Rental Rates

     Based on Cushman & Wakefield's survey of market rents, the weighted average
asking rental rate drifted downward from 1991 to 1993 when it appears to have
reversed directions. The following chart demonstrates the trend in overall
rental rates since 1991. Note that Class A rates have been steadily rising as a
result of the shrinking inventory of available space.

================================================================================

                                      -25-
<PAGE>
                                                        Office Market Analysis
================================================================================

              ===================================================
                      Overall Weighted Average Rental Rates
                   Washington Metropolitan Area Office Market
              ===================================================
                             1991 - 1st Qtr 1997
                Year           Class A Rental      Overall Rental
                                Rates per SF        Rates Per SF
              ===================================================
                1991                N/A               $23.34
                1992                N/A               $22.80
                1993              $21.88              $21.38
                1994              $23.25              $21.44
                1995              $25.07              $21.75
                1996              $27.35              $23.07
                1997              $27.69                N/A
              ===================================================

     Recent rental trends show signs of improvement in many submarkets,
particularly in Northem Virginia. Further, an increasing portion of the
remaining available Class A and B space is commonly referred to as back space,
including inferior back office space with poor or no window lines, encumbered
space, and less desirable configurations. The encumbered space includes Class A
premises that are encumbered by existing tenants through expansion options.
Overall, this back space is less desirable, has lower asking rates, and tends to
be the last areas leased, all of which tends to skew the average asking rents
downward. The reality is that the better Class A space is likely achieving
higher rates than the statistics indicate.

     The lack of significant new construction, coupled with positive, albeit
slower absorption, has led to a shortage of large blocks of Class A office space
in the preferred submarkets. The emergence of back space is one indicator of
this trend as is the recently completed speculative building at 1900 K Street in
the CBD and other build to suits in the downtown area. Given the lack of overall
speculative development, coupled with overall positive absorption, we do not
anticipate any further decline in rental rates.

     Regarding the issue of rent spikes, we have recently observed above average
rent jumps in some Northern Virginia submarkets and may be seeing the start of a
similar occurrence in portions of Montgomery County, Maryland. Therefore, we
believe real increases in market rental rates are likely over the next two to
three years in selective markets as existing office inventory is absorbed and
before funds for new speculative development become available and new
construction begins. Again, due to the tight supply in some submarkets, there
may be rent spikes for newer space within the next twelve month period. However,
in only some instances has it been clear that investors were willing to pay for
prospective rent spikes.

Summary of Metropolitan Office Market

     Although some submarkets remain soft, the overall vacancy rate continues to
decline, and the remaining available space tends to be less desirable. Northern
Virginia, in particular, is leading the region in net absorption, and has shown
above average increases in rental rates. We believe that over the next several
years, the metropolitan office market should reach a more stabilized position
both from an occupancy and lease rate standpoint. Until equilibrium is reached,
however, overall rental rates for all classes of space will probably not grow at
a compound rate that exceeds the rate of inflation.

================================================================================
                                      -26-
<PAGE>
                                                        Office Market Analysis
================================================================================

     In contrast, Class A space has demonstrated strength in the overall market,
absorbing clearly more than its fair share of the total market absorption. While
some Class B product may mirror the growth rates for Class A space, the majority
will most likely only experience marginal growth given the excessive supply of
Class B space compared to the demand for it. Finally, most Class C and D
buildings will have difficulty renting at any rate.

Northern Virginia

     The subject property is located in the Fairfax/Oakton/Vienna submarket of
Fairfax County in Northern Virginia. According to the First Quarter 1997
Metropolitan Washington, D.C. Office Market Report, published by Cushman and
Wakefield, Northern Virginia has about 87.5 million square feet of privately
owned office space distributed in four large submarkets, stretching from
Arlington to Dulles International Airport in Fairfax and Loudoun counties. The
following table presents the historical vacancy, rental rate and absorption data
for the Northern Virginia segment of the region. It illustrates steadily
declining vacancy rates and a gradual increase decrease in asking rents over the
past three years despite a reduction in concessions.

   =========================================================================
                                 Historical Data
                        Northern Virginia Office Market
                            1992 to 1st Quarter 1997
   =========================================================================
    Year    Inventory     Overall      Class A       Average          Net
            SF (000)      Vacancy      Asking        Asking       Absorption
                                     Rental Rate   Rental Rate        SF
   =========================================================================
    1992     82,082        15.6%       $18.09        $17.48          480,448
    1993     81,863        13.8%       $17.81        $17.05        1,140,425
    1994     81,944        11.0%       $20.04        $17.27        1,877,617
    1995     82,409         9.2%       $21.32        $17.65        1,730,313
    1996     87,251         7.5%       $23.97        $20.68        1,882,407
   1Q 1997   87,560         6.2%       $24.64        $21.19          750,074
   =========================================================================

     It should be noted that the significant increase in inventory in 1996 is
attributed to the inclusion of Loudoun County to the survey. Taken as a whole,
the Northern Virginia office market exhibited an overall vacancy rate of 6.2
percent as of the first quarter 1997. This is down 1.3 percentage points from
year end 1996 when the vacancy rate was 7.5 percent and represents a continued
decrease in vacancy as the amount of available and desirable office space
dwindles.

     Within the various jurisdictions, Fairfax County has the highest vacancy
rate at 6.4 percent, a more 20 basis points difference from Northern Virginia.
Loudoun County reports a 4.9 percent vacancy here, however, it should be noted
that they also have the lowest amount of inventory. Overall, each jurisdiction
is performing well and contributing to the area's strong performance.

     Since 1994, average asking rental rates have been climbing and reached
$21.19 per square foot in the first quarter 1997, with Class A rents at $24.12
per square foot. Between 1994 and 1996, rents increased between $0.25 and $3.00
per square foot for the market as a whole, with the most significant rent spike
occurring between 1995 and 1996. Since year-end 1996, rents have increased an
additional $0.50 per square foot. Class A rents have spiked at a slightly higher
overall pace, with increases of $1.30 to $2.65 per square foot between 1994 and
1996. Again, the most significant increase occurred between 1995 and 1996. Since
year-end

================================================================================

                                      -27-

<PAGE>
                                                        Office Market Analysis
================================================================================

1996, Class A rents have increased an additional $0.70 per square foot. The
following table reiterates historical asking rents for the Northern Virginia
submarket.

                 ===============================================
                                 Historical Data
                         Northern Virginia Office Market
                            1992 - First Quarter 1997
                 ===============================================
                    Year            Class A            Average
                                    Asking             Asking
                                  Rental Rate        Rental Rate
                 ===============================================
                    1992            $18.09             $17.48
                    1993            $17.81             $17.05
                    1994            $20.04             $17.27
                    1995            $21.32             $17.65
                    1996            $23.97             $20.68
                   *1997            $24.64             $21.19
                 ===============================================

     The Fairfax/Oakton/Vienna office submarket is part of Fairfax County. The
county is the largest of the major market segments in Northern Virginia, with
48.1 million square feet of office space. Fairfax County represents 54.9 percent
of the Northern Virginia market.

     Fairfax County has six submarkets: Springfield/Seven-Comers/Baileys, City
of Fairfax/Route 50, Fairtax/Oakton/Vienna, Tyson's Comer/McLean,
Reston/Herndon, and Route 28 Corridor/Dulles. Each of these submarkets competes
predominantly within its own boundaries. The following table presents the
geographic distribution of the office inventory in Fairfax County, along with
other statistical data.

<TABLE>
================================================================================================================
                                      Geographic Distribution of Inventory
                                          Fairfax County Office Market
                                               First Quarter 1997
<CAPTION>
================================================================================================================
       Submarket                         Inventory         Direct        Overall          Under      Y-T-D Net
                                                          Vacancy        Vacancy  Construction      Absorption
================================================================================================================
<S>                                     <C>                 <C>            <C>         <C>            <C>
Springfield/7 Corners/Baileys            3,446,524           14.8%          15.4%             0         42,568
Merrifield/Route 50                      4,163,635            4.4%           4.8%       150,000         37,290
Fairfax/Oakton/Vienna                    8,705,680            6.2%           6.3%             0        195,130
Tyson's Corner/McLean                   17,964,618            4.3%           5.2%        20,140        -71,478
Reston/Herndon                           9,999,213            6.1%           6.7%       102,874         70,381
Route 28 Corridor/Dulles                 3,810,532            4.1%           5.5%       300,000        238,161
- ----------------------------------------------------------------------------------------------------------------
Total                                   48,090,202            5.8%           6.4%       573,014        512,052
================================================================================================================
</TABLE>

     The Route 28/Dulles and Fairfax/Oakton/Vienna submarkets experienced the
largest gain in net absorption due to the signing of several large lease deals.
MCI Communications leased 154,000 square feet on Meadow Wood Lane in the Route
28/Dulles submarket, while Columbia Gas and Mantech leased 45,000 and 40,000
square feet, respectively, in the Fairfax/Oakton/Vienna submarket. There are
currently four office buildings which can accommodate a tenant looking for
100,000 square feet or greater in Fairfax County. These buildings are located in
Fairfax, Herndon, Falls Church, and Tysons Corner. Reportedly, many tenants are
already vying for these blocks of space and several large leases are out for
signature.

================================================================================

                                      -28-

<PAGE>
                                                        Office Market Analysis
================================================================================

     The Fairfax/Oakton/Vienna submarket, with 8.7 million square feet of space,
has a 6.2 percent vacancy rate as of the first quarter 1997. This is
significantly below the level posted one year prior when the vacancy factor was
13.9 percent (first quarter 1996). Overall, the vacancy rate has been steadily
declining since the beginning of the decade. The submarket is typical of the
county as a whole and should remain competitive into the future.

     The following chart presents historical vacancy, rental rates and
absorption data for the Fairfax/Oakton/Vienna submarket.

     =====================================================================
                                 Historical Dam
                     Fairfax/Oakton/Vienna Office Submarket
                            1990 - First Quarter 1997
     =====================================================================
        Year     Vacancy     Overall Asking Rental Rate  Net Absorption SF
     =====================================================================
        1990       25.1%             $22.66                   239,663
        1991       29.3%             $19.28                  (387,584)
        1992       27.9%             $15.66                  (61,4532)
        1993       20.3%             $14.27                   438,043
        1994       19.0%             $13.44                   113,272
        1995       13.8%             $13.02                   409,131
        1996        9.1%             $18.32                   525,276
      1Q-1997       6.3%             $19.48                   195,130
     =====================================================================

     As noted, the Fairfax/Oakton/Vienna submarket is one of the medium-sized
submarkets in Northern Virginia. It has been stable compared to the larger
markets and its access to the County offices makes it very attractive.

     As can be seen, there have been significant rent spikes over the last two
years that are directly the result of strong absorption and diminishing
availabilities. Rental rates have risen to the point in other parts of Fairfax
County (Tysons Corner and Reston) that speculative office construction has
begun. The lack of availabilities in this area is likely to be accompanied by
similar construction efforts. As a result, we do not expect to see a
continuation of material rent spikes above normal inflationary trends.

Current Construction Activity

     With continued tenant demand for quality office space and the desire of
many tenants to locate to northern Virginia, this area has already experienced
some speculative development. Fore example, in the Dulles Corridor submarket,
there is currently one project slated for speculative development which is a six
story, 135,000 square foot building scheduled to break ground in September of
this year. This project is adjacent to BDM's build-to-suit located at Reston
Parkway and Sunset Hills Road which is also scheduled to start construction
during September.

Micro Market Analysis

     The subject consists of a 15-year old, seven-story office building located
near the interchange of I-66 and U.S. Route 50 in central Fairfax County. It has
good accessibility to the rest of the county and is rated as a Class B property.

     On the following page, we have listed eight buildings, exclusive of the
subject, containing a total of 1.5 million square feet that are deemed to
compete for tenants within the same

                                      -29-
<PAGE>
                                                        Office Market Analysis
================================================================================

submarket. The buildings were selected based on age and non-owner occupied
status. The available space represents only 6.1 percent of this sample. Asking
rents range from $11.00 to $21.00 per square foot, full service.











































================================================================================

                                      -30-
<PAGE>


<TABLE>
                                             Competing Office Buildings
                                                 Micro Market Survey
===============================================================================================================
<CAPTION>
                                                                            Average                                  
  Rental                                   Size       Year                   Floor      Quoted Rental Rates
    No.      Name/Address                  (SF)       Built       Occupancy  Plate      ($/SF, Full Service)
===============================================================================================================
<S>                                    <C>          <C>            <C>     <C>         <C>         <C>
    1.    Fair Oaks Plaza                177,789      1986           95%     22,224      $18.00  -   $18.00
          11350 Random Hills Road    
          Fairfax, Virginia          
                                     
    2.    Headquarters Building           81,000      1986          100%     16,200      $19.75  -   $19.75
          11351 Random Hills Road    
          Fairfax, Virginia          
                                     
    3     Fair Oaks Commerce Center      135,961      1988          100%     22,660      $20.00  -   $20.00
          11320 Random Hills Road    
          Fairfax, Virginia          
                                     
    4     One Monument Place             202,608      1990           91%     25,326      $10.00  -   $21.00
          12150 E. Monument Drive                                                         (LL)
          Fairfax, Virginia          
                                     
    5     Crown Ridge Plaza              188,600      1989          100%     23,575        N/A   -      N/A
          4305 Ridgetop Road         
          Fairfax, Virginia          
                                     
    6     Center Pointe I & II           201,505      1988          100%     18,319      $21.50  -   $21.50
          4000 & 4050 Legato Road        204,000      1990          100%     18,545      $21.50  -   $21.50
          Fairfax, Virginia          
                                     
    7     One Fair Oaks                  205,000      1987          100%     16,000      $21.00  -   $22.00
          4114 Legato Road           
          Fairfax, Virginia          
                                     
    8     Fifty West Corporate Center I  203,440      1990          100%     40,688      $22.50  -   $22.50
          3975 Fair Ridge Drive      
          Fairfax, Virginia          
                                     
   10.    Fair Lakes Court South         117,500      1988          100%     22,800      $17.50  -   $17.50
          4300 Fair Lakes Court      
          Fairfax, Virginia          
                                     
    9     Oakwood Centre                 128,353      1982          100%     18,336      $20.00  -   $20.00
          11781 Lee Jackson Hey      
          Fairfax, Virginia          
                                     
 Subject  Greenwood Plaza                150,961      1985           87%     18,870      $20.00  -   $25.00
          12150 Lee Jackson Hwy      
          Fairfax, Virginia          
                                     
                                     -----------                   ----
          Totals:                      1,996,717                     98%
                                     
</TABLE>                           


<PAGE>
                                                        Office Market Analysis
================================================================================

Neighborhood Analysis

     The subject property is situated at the western quadrant of I-66 and Route
50 (Lee Jackson Memorial Parkway) in an area of Fairfax County generally
referred to as Fair Oaks / Fair Lakes, after the Fair Oaks Regional Mall and the
Fair Lakes planned community. The office building is a part of the complex of
retail, office, hotel, and residential properties surrounding the Fair Oaks
Regional Mall. Greenwood Corporate Center is located on the southwest side of
the mall on the drive that circulates traffic around the mall. The subject's
neighborhood can be defined as an east/west corridor along U.S. Route 50,
extending from I-495 to the east and Centreville Road (Route 28) to the west and
extends several miles on each side of the corridor.

Access/Linkage

     The subject neighborhood is part of a rapidly growing area near Fair Oaks
Regional Mall. Access to the area is most easily achieved from U.S. Route 50
(east/west) and Legato Road (north/south). Regional access is available via
Interstate 66, which has its interchange with U.S. Route 50 a short distance
east of the subject. The subject is visible from Route 50.

     The primary traffic carriers in the area include Lee Jackson Memorial
Highway (Route 50), West Ox Road, Fairfax County Parkway (north/south), Lee
Highway (Route 29, east/west), and Waples Mill Road. Waples Mill Road is a four
lane road in the vicinity of the subject, linking the neighborhood with Braddock
Road to the south and the Reston/Hemdon area to the north. U.S. Route 50 is a
four to six lane major arterial in the vicinity of the subject, running
east/west. It is one of the most heavily trafficked arterials in the Northern
Virginia area. West Ox Road is a six-lane divided arterial in the vicinity of
the subject.

     Ingress and egress to the neighborhood is primarily via Route 50 and Waples
Mill Road, along with Routes 29 and the Fairfax County Parkway. All of the major
arteries are being or have been developed with major commercial projects. The
major collector artery in the subject neighborhood is I-66.

Surrounding Land Use Patterns

     Predominant land uses in the subject neighborhood consist of a mixture of
commercial developments, including retail centers, office buildings, a regional
mall, single-family detached, single-family attached and multi-family
residential developments, the Fairfax County government center, and a wide
variety of highway commercial uses along the major roadways.

     The Fair Oaks Regional Mall, until the reopening of Tyson's Corner Center
after its expansion and renovation in 1990, was the largest (1.4 million square
feet) regional mall in the Washington Metropolitan area. It is a two level mall
that opened in 1981 and has anchor tenants Hecht's, Lord & Taylor, J.C. Penney
and Sears. There are an additional 179 specialty stores and 14 restaurants in
the mall. This project has been one of the primary stimuli for the development
in the Fair Oaks area.

     The Mall has several outparcels which are occupied with office buildings.
Two office buildings were built in 1982 and were leased on a multi-tenanted
basis. These buildings include The Fair Oaks Building located along Route 50 and
Greenwood Corporate Center located at the intersection of Route 50 and I-66. In
addition, the Fair Oaks Holiday Inn, also adjacent to

================================================================================

                                      -32-
<PAGE>
                                                        Office Market Analysis
================================================================================

the mall was enlarged to contain 301 rooms in 1986. The third office building
constructed as an outparcel was Oakwood Center.

     Across Legato Road and to the west of Fair Oaks Mall, the Evans Company
constructed One Fair Oaks in 1987, a twelve-story, 214,000 square foot ounce
building leased in its entirety to Mobil Oil. Just north of One Fair Oaks, at
the intersection of West Ox Road and Legato Road, is the Center Pointe project
by Richmarr Construction Company. The phased development is improved with twin
ounce buildings (Centerpointe I and II) totaling 424,143 square feet of GBA. In
addition, a 180,176 square foot, 12-story, 240 unit residential building is
planned for the site.

     Fair Lakes is a mixed-use development about two miles west of the Fair Oaks
development and is the largest along the I-66 corridor with a total potential
office development of 4.5 million square feet of space. Buildings already
completed include the 126,000 square foot Fair Lakes I which was delivered in
July 1986; the 44,000 square foot AFCEA Building which was delivered during the
summer of 1986 and is 100 percent leased; the 230,000 square foot TRW Building
which is 100 percent owner-occupied; the 65,000 square foot NVBIA Building; the
186,000 square foot Fair Lakes II Building; the 63,000 square foot Mohasco
Building which is 100 percent owner-occupied; the approximately 65,000 square
foot AAA building and the 75,000 square foot Datatel Building. A new ounce
project was recently delivered as a build-to-suit for AMS.

     Additional projects within Fair Lakes include The Pentlands, mirror image
six-story 115,000 square foot office buildings, a Hyatt Hotel and the adjacent
11-story, 275,000 square foot Hyatt Plaza Office Building which is leased to
Aetna. The residential component of Fair Lakes includes three apartment projects
and several townhouse / condominium projects. A small strip retail plaza
(tenants such as Mobil Oil, a dry cleaner, beauty salon, restaurant, branch
bank) is located within the park. The Galleria At Fair Lakes, an upscale,
three-level mall in Fair Lakes was proposed on the site. However, due to changes
in the local market and the economy, the site was developed with a major retail
project that includes BJ's Wholesale Club, Walmart, and Hechingers as anchors.
Several restaurants have also been constructed on pad sites at the center.

     The Centennial Gateway Center, slated to total 1.8 million square feet of
space upon completion, is a mixed-use development including residential,
commercial and office space. The Gateway project is located at the intersection
of Route 50 and West Ox Road. The first office building within Gateway, One
Monument Place, a 9-story office building containing 194,000 square feet, was
completed in 1989.

     FairField, a $90 million proposed project by NVCommercial, is located at
the intersection of West Ox Road and I-66, just west of Fair Oaks Mall. The
project will include four office buildings with a total of 437,000 square feet
of space. The buildings will range in size from two- to seven-stories in height
and will be built over the next three to four years. Kaiser Permanante has
purchased one of the sites and completed a build-to-suit office building. The
road construction of FairField now extends Fair Lakes Parkway from West Ox Road
to Monument Drive, thereby connecting Fair Oaks Mall to the Fairfax County
Parkway (formerly known as the Springfield Bypass).

================================================================================

                                      -33-

<PAGE>
                                                        Office Market Analysis
================================================================================

     Located diagonally across the intersection of Route 50 and I-66 from the
Fair Oaks Mall is the Fairfax Executive Park, the oldest of the office parks in
the area. Some brokers refer to it as the "brickyard", due to the abundance of
low-rise red brick buildings erected there in the early 1980s. This park is
located at Waples Mill Road north of Route 50, and is the least controlled
environment of the parks in the area. E Systems is the largest tenant, with
around 200,000 square feet (E Systems plans on vacating this building in the
near future). The park has a total of around 1.45 million square feet. Because
these buildings are older and stabilized, the occupancy is relatively high.
There are about two or three first-class structures in this park.

     Directly across Route 50 from Waples Mill Road are a few ounce buildings
along Random Hills Road. This area is not really connected to any particular
ounce park, although the completion of Random Hills Road to the new Government
Center Parkway ties the above Fairfax Executive Park with these area. Due to the
very large wooded tract separating the government center and those buildings on
Random Hills Road at Route 50, most persons do not consider them one park, and
indeed Random Hills Road was somewhat of an orphan subdivision until the
government center was built there this year. Prominent buildings in this area
are Fair Oaks Commerce Center, Fair Oaks Plaza, and Crown Ridge Plaza.

     The primary retail facility in the area is Fair Oaks Regional Mall, and
development extends along all sides of the intersection of Routes 50 and 29.
Strip shopping centers are common in this area, and include centers such as
Price Club Plaza, Fairfax Court, Greenbriar Towne Center, Fair Lakes Center,
Fairfax Center, Jermantown Square, K-Mart Plaza, Kamp Washington Shopping
Center, and Sully Place.

Summary

     The subject property benefits from its location at an easily accessible
intersection in central Fairfax County. Based on the improvements in ounce
occupancy and anticipated increases in rental rates, along with the area's good
accessibility, it is clearly capable of capturing a fair share of the demand of
ounce space as the Fairfax County economy grows. The neighborhood has good
regional drawing power by virtue of the roadway network serving it. The
anticipated trend for the subject neighborhood is for continued growth and
stabilization into the foreseeable future.

                                      -34-

<PAGE>
                                                          PROPERTY DESCRIPTION
================================================================================
Site Description

Location:                          12015 Lee Jackson Memorial Highway
                                   (U.S. Route 50)
                                   Fairfax, Fairfax County, Virginia
                                   (The building is referred to on the county
                                   tax rolls as 12015 Legato Road)
                                   Southwest side of the ring road surrounding
                                   Fairoaks Regional Mall

Shape:                             Irregular (See facing page)

Land Area:                         5.1436 acres, 224,055 square feet

Frontage:                          780 feet along ring road
                                   506 feet along I-66
                                   629 feet along Legato Road

Topography:                        Generally level and on-grade with the
                                   ring road

Street Improvements:               Curb and gutter, paved parking lot,
                                   landscaping

Access:                            Access to the subject is direct via Legato
                                   Road to the ring road, with West Ox Road,
                                   U.S. Route 50 and I-66 being primary
                                   collector arteries. Access to the site is
                                   considered good.

Site Disclaimers

Soil Conditions:                   We did not receive nor review a soil report.
                                   However, we assume that the soil's
                                   load-bearing capacity is sufficient to
                                   support the existing structures. We did not
                                   observe any evidence to the contrary during
                                   our physical inspection of the property. The
                                   tract's drainage appears to be adequate.

Land Use  Restrictions:            We were not given a title report to review.
                                   We do not know of any easements,
                                   encroachments, or restrictions that would
                                   adversely affect the site's use. However, we
                                   recommend a title search to determine whether
                                   any adverse conditions exist.

Flood Hazard:                      Drainage of the tract appears to be adequate
                                   and ties into the overall Fair Oaks Mall
                                   drainage system. According to the Fairfax
                                   County Mapping Service, Base Property Mapping
                                   Branch, Division of Communications, the
                                   subject parcel does not lie in floodplain,
                                   based on studies done of the County by the
                                   U.S. Geological Survey.

================================================================================

                                      -35-
<PAGE>
                                                          Property Description
================================================================================

Wetlands:                          We were not given a Wetlands survey. If
                                   subsequent engineering data reveal the
                                   presence of regulated wetlands, it could
                                   materially affect property value. We
                                   recommend a wetlands survey by a competent
                                   engineering firm.

Hazardous Substances:              We observed no evidence of toxic or hazardous
                                   substances during our inspection of the site.
                                   However, we are not trained to perform
                                   technical environmental inspections and
                                   recommend the services of a professional
                                   engineer for this purpose.

Improvements Description

     The following description of improvements is based upon our physical
inspection of the improvements along with our discussions with the building
manager.

General Description

     Year Built:                   1985

     Number of Floors:             8

     Gross Building Area:          157,637 square feet

     Net Rentable Area:            150,961 square feet (Excluding auditorium and
                                   lunch room)

     Typical Floor Plate:          19,872 square feet

Construction Detail:

     Foundation:                   Reinforced concrete slab on grade over washed
                                   gravel and polyethylene vapor barrier.

     Framing:                      Structural steel

     Floors:                       Reinforced concrete on metal decking

     Exterior Walls:               Pre-cast concrete panels and grey insulated
                                   glass

     Roof Cover:                   Membrane covered with gravel ballast on
                                   insulated concrete slab.

     Windows:                      Exterior windows have anodized black metal
                                   frames with grey insulated glass.

     Pedestrian Doors:             Glass in metal frame

================================================================================

                                      -36-
<PAGE>
                                                          Property Description
================================================================================

     Loading Doors                 Metal doors.

Mechanical Detail

     Heating and Cooling:          Water cooled, self contained VAV air
                                   conditioning system; electric heat.

     Elevator Service:             4 elevators, including one for freight use

     Fire Protection:              Fully sprinklered, fire alarm system and
                                   smoke control system

     Security:                     Electronic control cards for after hours
                                   access

Interior Detail

     Layout:                       The core area includes four elevators, one
                                   men's and women's restroom, one telephone
                                   closet, two staircases and two mechanical
                                   closets.

     Floor Covering:               Commercial grade carpet and/or vinyl tiles.
                                   The lobby area has marble based floors.

     Walls:                        Drywall finished with paint or vinyl wall
                                   coverings.

     Ceilings                      Acoustic ceiling tiles in suspended metal
                                   grid

     Lighting:                     Recessed florescent and incandescent lighting

     Restrooms:                    Ceramic tiled floors and vinyl covered walls
                                   with Mylar counters around sinks. Ceramic
                                   wall covering around the stalls.

Special Features:                  Security equipped offices in some SCIF
                                   finishes. A 175 seat security rated
                                   auditorium, and mid-sized sit down lunch
                                   room.

Site Improvements

     Parking:                      An asphalt paved and striped lot marked for
                                   523 vehicles

     On-Site Landscaping:          Perimeter heavily landscaped with trees,
                                   shrubs and grass.

Improvements Disclaimers

Americans With Disabilities Act:   The Americans With Disabilities Act (ADA)
                                   became effective January 26, 1992. We have
                                   not made, nor are we qualified by training to
                                   make, a specific compliance survey and
                                   analysis of this property to determine
                                   whether or not it is in conformity with the
                                   various detailed requirements of the ADA. It
                                   is possible that a compliance

================================================================================

                                      -37-
<PAGE>
                                                          Property Description
================================================================================

                                   survey and a detailed analysis of the
                                   requirements of the ADA could reveal that the
                                   property is not in compliance with one or
                                   more of the requirements of the Act. If so,
                                   this fact could have a negative effect upon
                                   the value of the property. Since we have not
                                   been provided with the results of a survey,
                                   we did not consider possible noncompliance
                                   with the requirements of ADA in estimating
                                   the value of the property.

Hazardous Substances:              We are not aware of any potentially hazardous
                                   materials (such as formaldehyde foam
                                   insulation, asbestos insulation, radon gas
                                   emitting materials, or other potentially
                                   hazardous materials) which may have been used
                                   in the construction of the improvements.
                                   However, we are not qualified to detect such
                                   materials and urge the client to employ an
                                   expert in the field to determine if such
                                   hazardous materials are thought to exist.

Design Features and Functionality: The building has a very functional floor
                                   plate size and arrangement that accommodates
                                   both single and multi tenant layouts.

Physical Condition:                The premises appear to be in good condition
                                   overall. The main lobby area is attractively
                                   finished, though the upper level elevator
                                   lobbies are small compared to Class A
                                   buildings in the neighborhood.

                                   We did not inspect the roof of the building
                                   or make a detailed inspection of the
                                   mechanical systems. The appraisers, however,
                                   are not qualified to render an opinion as to
                                   the adequacy or condition of these
                                   components. The client is urged to retain an
                                   expert in this field if detailed information
                                   is needed about the adequacy and condition of
                                   mechanical systems.

Personal Property Included         None
 In Value Estimate

================================================================================

                                      -38-
<PAGE>
                                           REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is in the taxable jurisdiction of Fairfax County,
which assesses real property at a ratio of 100 percent of ad valorem value on a
calendar year basis. The 1997 calendar year is the most recent year for which
assessed valuation and property tax information is available. The 1998
assessments and tax rates will be available in March or April of that year. For
tax assessment purposes, the subject property is identified as Tax Parcels
056-1-12-19 and 046-3-8-12.

Tax Rates

     The 1997 tax rate for Fairfax County, along with a five year prior history,
is presented in the following table.

   =========================================================================
                       Tax Rate Per $100 of Assessed Value
   =========================================================================
   Taxing Authority       1993       1994       1995       1996       1997
                        Tax Rate   Tax Rate   Tax Rate   Tax Rate   Tax Rate
   =========================================================================
   Fairfax County        $1.1828    $1.1614    $1.1614    $1.2310    $1.2300
   =========================================================================

     As can be seen, the tax rates were relatively flat through 1995. In 1996,
however, the rate increased by six percent over the 1995 rate, with little
change going into 1997.

     It is difficult, at best to judge the likelihood of future tax rate
increases when viewing only a short history. Tax rates tend to increase or
decrease based upon the combined influences of changes in property values and
increasing governmental budgetary needs as the jurisdiction tries to maintain a
pace with inflationary pressures. Nonetheless, over the long term the county tax
rates show an upward trend and we would expect tax rates to increase in
incremental bumps.

Tax Assessment

     The subject's current assessment is presented in the following table.

     =====================================================================
                  Greenwood Corporate Center: 1997 Assessments
     ---------------------------------------------------------------------
          Assessment         056-1-12-19     046-3-8-12          Total
     ---------------------------------------------------------------------
          Land               $ 1,833,695        548,030    $ 2,381,725

          Improvements       $12,732,175    $      --       12,732,175
                             -----------------------------------------
          Total              $14,565,870    $   548,030    $15,113,900

          Tax Rate                                        x     0.0123
                                                           -----------
          Tax Liability                                    $   185,901

          S/SF NRA                                         $      1.23
     =====================================================================

     The current assessment of $15,113,900 is 19.6 percent less than the value
conclusion reached in the report. The 1997 assessment reflects a significant
increase over the 1995 assessment of $9.8 million and is following the upward
trend in Fairfax County property values. With rental rates and selling prices
increasing in Fairfax County, it is likely that the Assessor's Office will
continue to seek increases in assessments. Accordingly, we have assumed a step

================================================================================

                                      -39-
<PAGE>
                                           Real Property Taxes And Assessments
================================================================================

increase to the value conclusion reached in the report, or about $18.8 million,
in the first year of the analysis, followed by a general inflationary trend.

Ad Valorem Tax Conclusions

     As discussed above, the current tax associated with the property is
$185,901 for the tax year ending December 31, 1997. The taxes are current.
Taking into consideration future tax rate increases as well as the potential
increases in the subject's assessed value, we have projected that taxes will
increase to $231,240 in 1998, and then increase at a rate consistent with
inflation, or 3.5 percent annually. We have assumed that most of the increase in
the tax liability can be "contractually" passed through to the tenants. There is
risk in this assumption, however, as some tenants may strenuously object, thus
ownership is required to make a "business decision", if you will, regarding the
pass through. In other words, the landlord may waive part or all of the pass
through in some cases to strengthen the chance of retaining particular tenants.
In our analysis, we have attempted to account for the increased risk in the
selection of rates. Overall, the increase is in keeping with historical trends
in Fairfax County, in general and the subject property, in particular.




















================================================================================

                                      -40-
<PAGE>
                                                                        ZONING
================================================================================

     The governing for zoning is the Fairfax County Planning and Zoning
Commission. The zoning designation of the subject property is C-7, Regional
Retail Commercial District. The C-7 zoning category has been established to
provide locations for a full range of retail commercial and service uses which
are oriented to serve a regional market area containing 100,000 or more persons.
The district should be located adjacent to major transportation facilities and
development within the district should be encouraged in centers that are planned
as a unit. (Source: Fairfax County Zoning Ordinance Chapter 112, as of August,
1988, Article 4 Part 7 Section 4-701, Page 4-29.)

     Uses permitted under the C-7 zoning include amusement arcades, churches,
drive-in banks, eating establishments, funeral homes, health clubs, hotels,
motels, offices, retail sales establishments, theatres, veterinary hospitals,
etc.

     Uses permitted by a special permit include child care centers and nursery
schools with less than 100 students daily, commercial recreation uses limited to
billiard and pool halls, bowling alleys, commercial recreation parks, commercial
swimming pools, tennis courts, miniature golf courses, outdoor recreational uses
limited to baseball hitting and archery ranges and golf courses, etc. In
addition, there are also special exception uses which are permitted which are
further detailed in the zoning regulations.

     Under the original C-7, Regional Retail zoning, the following restrictions
apply:

     Minimum Lot Area:           40,000 s.f.
     Minimum Lot Width:          200 feet
     Building Height:            90 feet(1)
     Front Setback:              45 degree angle
                                 of bulk plane, not
                                 less than 40'
     Side Setbacks:              None
     Rear Setback:               20 feet
     Maximum FAR:                0.802
     Green Area:                 15% of site
     Parking:                    4.5 spaces / 1000 SF NRA, or 577
                                 spaces

     -----------------------------------------------------------------------
     1.   The maximum building height restriction is often waived during the
          site plan approval process.

     2.   An increase to 1.00 FAR may be permitted by the Board

     We are not experts in the interpretation of complex zoning ordinances.
Based on a gross building area of approximately 157,637 square feet, the
property is improved to about a 0.68 FAR density. As the building went through
the approval process at the time of construction, we assume that its height
variance was approved and that it is a legal, non-conforming structure. The
formal determination of compliance is beyond the scope of a real estate
appraisal.

     To the best of our knowledge, there are no known deed restrictions (private
or public) which would further limit the use of the subject property. This
statement should not be taken as a guarantee or warranty that no such
restrictions exist. Deed restrictions are a legal matter and

================================================================================

                                      -41-
<PAGE>

                                                                Zoning         
==============================================================================
only a title examination by an attorney would normally uncover such
restrictive covenants. Thus, an examination by a title attorney is recommended
on the subject property if any questions regarding such restrictions arise.












==============================================================================

                                     -42-
<PAGE>




                                                                Zoning
==============================================================================

Highest and Best Use of Site as Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition
(1993), a publication of the Appraisal Institute, the highest and best use of
the site as though vacant is defined as:

     Among all reasonable, alternative use that yields the highest present
     land value, after payments are made for labor, capital, and coordination.
     The use of a property based on the assumption that the parcel of land is
     vacant or can be made vacant by demolishing any improvements.

Legally Permissible

     The subject's zoning classification permits development of office,
retail, and service related uses. Office uses with a ground level retail or
service components are consistent with the overall development of the area.

Physically Possible

     The subject site contains approximately 5.14 acres of land, with frontage
along the ring road surrounding Fairoaks Regional Mall and visibility above
the tree lines to 1~66 and Legato Road. The size and configuration of the site
is felt to provide a suitable land use and/or development potential for a wide
variety of possible and ordinary suburban land uses. Municipal utilities would
adequately provide for nearly all uses. Street improvements are also adequate.

Financially Feasible

     Several features of the subject property indicate that office or hotel
use is the highest and best use of the subject property. First, while a retail
use is an obvious use given the proximity to the mall, retail uses are
typically low density, and would not, therefore, generate the greatest overall
site value. Second, a motel already exists adjacent to the subject and there
is only moderate demand for hotel space in the locale, suggesting that another
hotel at this site might be in advance of demand. Finally, the office markets
have returned to the point where rents are supporting new development,
occupancies are very high and new development is occurring or being discussed
in many locations in Fairfax County. Office uses are usually at a high density
and would create incremental value over lower density uses.

     Based on the above, we have concluded that the highest and best use of
the subject, as vacant, is as an office building with surface and/or decked
parking.

Highest and Best Use of Property as Improved

     According to the Dictionary of Real Estate Appraisal, highest and best
use of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

==============================================================================

                                     -43-
<PAGE>




                                                     Highest and Best Use
==============================================================================


     Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

Legal Considerations

     The subject site, as presently improved, represents a legal, conforming
use. 

Physical Considerations

     The subject site has been improved with the existing structure and, based
upon our observation, there are no apparent physical factors such as soils,
drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

Financially Feasible

     The use of the subject improvements is considered to contribute in an
economic manner to the subject site. Occupancy levels at the subject property
are slightly consistent with competing buildings in the market.

     Land sales for speculative office development have begun to occur in the
western portions of Fairfax County where land is most plentiful. Unit prices
have generally been between $18 and $25 per FAR foot. However, a brief test of
reasonableness tells us that redevelopment of the site is not likely. Given
the range of value indicators developed in this report, or generally in the
$18.0 to $20.0 million range, and assuming an office project could be built on
the site to the legally permissible density of 0.80 FAR, the land's value
would have to be in excess of $100 to $112 per FAR foot to justify buying the
property, demolishing the improvements, and beginning anew. Hence, given our
final value conclusion there is obviously sufficient value in the property, as
improved, to negate any possible redevelopment of the tract for the
foreseeable future.

     As a result, the subject is forecast to provide an adequate return to the
land, both on an intermediate and long-term basis. This conclusion is
supported by the data and analysis presented in the balance of this report.
Our conclusion is contingent upon property management maintaining a course of
action which will be conducive to maximizing value.



==============================================================================

                                     -44-
<PAGE>




                                                        Valuation Process
==============================================================================






     In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

The Cost Approach has been omitted from this analysis for the following
reasons:

     First and foremost, the value being sought is the leased fee estate,
     whereas the Cost Approach normally depicts the fee simple estate.
     Therefore, the interest being appraised cannot be reflected by the Cost
     Approach in its traditional form. The current average rent at the subject
     property is $14.50 per square foot, where new construction is being
     justified at full service rents at or above the mid-$20s per square foot.
     Thus, the leased fee impact on the subject's value is significant.

     Lastly, one of the most persuasive reasons for not using the Cost
     Approach is the fact that market participants do not typically use this
     approach as a determinant of value but rather as a reasonableness test
     that they are paying less than replacement cost. While not justification
     in itself to omit the approach, it does underscore its overall lack of
     relevance in the market place. Accordingly, while we have omitted a full
     Cost Approach analysis, we have included a replacement cost estimate in
     the Addenda to the report.

In the Sales Comparison Approach, we performed the following steps:

o    Searched the market for recent office sales within the Northern Virginia
     market which contain similar physical and economic characteristics to the
     subject property.

o    Analyzed differences between those sales and the subject on the basis of
     the sales price per square foot and extracted overall capitalization rates.

o    Correlated the various value indications into a point value estimate from
     within the range.

In developing the Income Capitalization Approach, we:

o    Studied rents in effect in the immediate and competing areas to estimate
     potential rental income at market levels for office, and industrial uses.

o    Studied the recent history of operating expenses at the subject property
     and competing properties to estimate an appropriate level of stabilized
     expenses and reserves for replacement.

o    Estimated net operating income by subtracting stabilized expenses from
     potential gross income after deduction for vacancy and collection loss.

o    Prepared a discounted cash flow analysis in which the estimated income and
     expenses over a projected holding period, and the estimated property value
     at the time of reversion, are discounted at an appropriate rate to estimate
     present market value.

==============================================================================

                                     -45-
<PAGE>




                                                        Valuation Process
==============================================================================

In estimating the final value, we performed the following:

o    Reviewed and re-examined each of the approaches to value which were
     employed.

o    Considered the type and reliability of the data used and applicability of
     each approach.

o    Reconciled the approaches to a final value conclusion.


==============================================================================

                                     -46-
<PAGE>




                                                Sales Comparison Approach
==============================================================================




Methodology

     In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or
competing area. Inherent in this approach is the principle of substitution,
which holds that when a property is replaceable in the market, its value tends
to be set at the cost of acquiring an equally desirable substitute property,
assuming that no costly delay is encountered in making the substitution.

     By analyzing sales that qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps of this approach are:

1.   research recent, relevant property sales and current offerings throughout
     the competitive area;

2.   select and analyze properties that are similar to the property appraised,
     considering changes in economic conditions that may have occurred between
     the sale date and the date of value, and other physical, functional, or
     locational factors;

3.   identify sales that include favorable financing and calculate the cash
     equivalent price;

4.   reduce the sale prices to a common unit of comparison such as price per
     square foot of net rentable area, effective gross income multiplier, and
     overall capitalization rate;

5.   make appropriate comparative adjustments to the prices of the comparable
     properties to relate them to the property being appraised; and

6.   interpret the adjusted sales data and draw a logical value conclusion.

     In this instance, the sale prices inherent in the comparables were
reduced to those common units of comparison used to analyze improved
properties that are similar to the subject. Of the available units of
comparison, the sales price per square foot of net rentable area (used by
buyers, sellers, and brokers), as well as the effective gross income
multiplier (EGIM), employed predominately by appraisers, are the most commonly
used measurements to value office buildings in the marketplace.

     From an appraiser's perspective, the EGIM is probably a more discernible
indicator of value because it considers the income characteristics which in
turn dictate the price per square foot paid. Also, the selection of an EGIM is
generally less subjective than trying to correlate the sales price per square
foot methodology. However, given the limited number of recent data points,
this latter approach will not be applied and we will rely on the per square
foot analysis.

     The comparable sales included herein were selected for their high
occupancy levels, ranging from 95 to 100 percent at the time of sale. On the
following page is a summary of recent market data considered to be most
indicative of the subject's current market value. Detail sheets describing
these sales can be found in the Addenda of this report.

==============================================================================

                                     -47-
<PAGE>


<TABLE>
<CAPTION>
                                                           Oakwood Center
                                                      Fairfax County, Virginia
                                              Comparable Office Building Sales Summary
====================================================================================================================================
                                                                                                                            Overall
Comp.                                    Year               Net     Land                 Cash     Sale Price       Expense  Capital-
Sale                             Sale    Built/    No.   Rentable   Area     Percent   Equivalent   Per SF          Ratio    ization
 No.  Name/Location:             Date  Renovated Stories  Area(SF) (Acres)   Occupied  Sale Price    NRA     EGIM   (EGI)     Rate
====================================================================================================================================
<S>                             <C>        <C>      <C>   <C>       <C>       <C>     <C>           <C>      <C>    <C>     <C>
I-1 Centrepolnte I & II         May-97     1988     11    408,111   17.00     100.0%  $55,000,000   $134.77  N/A     N/A      N/A
    4000 and 4050 Legato Road              1990   
    Fairfax, VA

I-2 8280 Greensboro Drive       Apr-97     1985      9    205,341    2.64      97.0%  $30,000,000   $146.10  N/A     N/A     8.75%
    McLean, VA                                                              (Estimate)

I-3 Tysons Office Center        Apr-97     1981      9    142,000    2.58     100.0%  $16,000,000   $112.68  N/A     N/A      N/A
    8133 Leesburg Pike
    Vienna, VA

I-4 Cameron Office Park I       Oct-96     1991      6    143,707    4.28      95.0%  $15,400,000   $107.16  6.97   40.6%    8.52%
    3601 Eisenhower Avenue
    Alexandria, VA

I-5 Nortel Building             Aug-96     1989     10    252,315    6.61     100.0%  $35,000,000   $138.72  N/A     N/A     9.00%
    2010 Corporate Ridge Road
    McLean, VA

I-6 Reston Plaza I and II       Jul-96     1985      3    126,557    4.72     100.0%  $13,650,000   $107.86  6.86   49.2%    7.40%
    12020 and 12030 
    Sunrise Valley Drive
    Reston, VA

I-7 Executive Park III          May-96     1985      6    104,620    5.31     100.0%  $12,200,000   $116.61  6.89   40.2%    8.70%
    1850 Centennial Park Drive
    Reston, VA
====================================================================================================================================
Subject Greenwood Corporate Center                   
 12015 Lee Jackson Memorial       N/A      1985      8    150,961    5.14      87.0%                                41.7%
 Fairfax, Fairfax County, VA
====================================================================================================================================
                                Low:       1981           104,620    2.58     95.00%  $12,200,000   $107.16  6.86   40.2%     7.4%
 Data Range:                   High:       1991           408,111   17.00    100.00%  $55,000,000   $146.10  6.97   49.2%     9.0%
                               Mean:       1987           197,522    6.16     98.86%  $2S,321,429   $123.41  6.91   43.3%     8.5%
====================================================================================================================================


 *   Projected from first year of DCF Analysis
NRA  Net Rentable Area
EGI  Effective Gross Income
====================================================================================================================================
</TABLE>

<PAGE>




                                                Sales Comparison Approach
==============================================================================


Sales Price Per Square Foot Analysis

     The seven comparables indicate sales prices ranging from $107.16 to
$146.10 per square foot of net rentable area on a cash equivalent basis. These
prices per square foot have been influenced by differences in construction
quality, condition of the premises, character of the tenancy, and location.
Nevertheless, it is important to address each property in terms of the
conventional sequence of adjustments. Following are those considerations which
are relevant to the subject. The first three elements must be considered in
advance of applying any other compensating factors to derive value conclusions
via the sales price per square foot methodology. These same three factors must
also be addressed before the selection of an effective gross income
multiplier.

Property Rights Conveyed

      As shown in the summary table, all of the comparables are encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case. As
such, no adjustments are warranted for differences in property rights conveyed.

Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller.
Thus, we have made no adjustments to the comparables for seller financing.

Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

Date of Sale

     As shown in the summary table, the transactions occurred between May 1996
and May 1997, a period of one year. As mentioned in the preceding Office
Market Analysis, the overall office market in the Washington, D.C.
metropolitan area has strengthened over the past 12 to 24 months, with the
Northern Virginia markets being the most active and rapidly improving section
of the metropolitan area.

     All of the comparables sold during a period of continuing improvement and
active investment. Sales prices appear to be showing an increasing trend,
though the short time period in which the transactions occurred as well as the
various physical and economic differences between them make a definitive
analysis difficult. Thus, while interviews with investors and our own analysis
of the data suggests values may have increased over this period, we have not
specifically made a market conditions adjustment. Rather we will conclude to
the upper end of the adjusted value indications.

Other

     Most of the additional considerations for the comparables involve
locational issues, design and quality elements, and economic factors. Location
and economics are interrelated and the following chart provides pertinent
information about the various submarkets in which the subject and the
comparables are located. The data, which is as of First Quarter 1997, relates
to the overall markets. It is noted that the subject's average rental rate is
currently $19.34 per square foot, with its most recent leases being between
$19.00 and $21.75 per square foot.


==============================================================================

                                     -49-
                              
<PAGE>




                                                Sales Comparison Approach
==============================================================================





==============================================================================
                    Occupancy and Rental Data by Submarket
==============================================================================
                                         Average Class A       Average Overall
   Submarket          Occupancy Rate       Rental Rates          Rental Rates
                                              Per SF                Per SF
==============        ================   =================      ===============
Fairfax/Oakton/Vienna      93.7%              521.96                 S19.48
Merrifield/Route 50        95.2%              $23.54                 $17.65
Tysons Comer/McLean        94.8%              $24.12                 $22.46
Reston/Hemdon              93.3%              $23.17                 $20.02
Huntington/Eisenhower      96.3%              $19.50                 $21.16
                                                                    
Analysis of Specific Comparables                              

     Comparable I-1, Centrepointe I and II, are located a mile or two west of
the subject. The project consists of two, eleven story, Class A office
buildings that were 100 percent occupied, primarily by AMS. The tenant was
expanding in the second building. Rental rates were reported to be below
market. They are superior quality buildings with a better location, and are
superior in that respect. The buildings are very superior to the subject in
terms of quality, and somewhat superior in terms of location and rent roll.
Overall, a downward adjustment is necessary to equate the comparable to the
subject.

     Comparable I-2, 8280 Greensboro Drive, is a Class A-, nine-story office
building in the Tysons Corner market. It was close to 100 percent occupied
according to the buyer, who would disclose only that their going in
capitalization rate was near 8.75 percent. The building is in a superior
location to the subject and is a superior quality. As perspective on the
differential, recent lease comparables for this quality building in Tysons
Corner have been in the mid-$20s per square foot. From an economic standpoint,
existing net operating income at the comparable was $2.91 per square foot
higher than the subject. Overall, a downward adjustment is necessary to equate
the comparable to the subject.

     Comparable I-3, Tysons Office Center, is a Class A-/B+, nine-story office
building located on Route 7 in the Tysons Corner submarket. While in a
superior market to the subject, it is of a similar vintage, though with a more
appealing exterior facade. The asking rents at the time of sale were $20 per
square foot and are generally consistent with the subject's. While superior in
some respects, it is significantly inferior to the subject in that it has a
many leases at below market rents which the purchaser expects to roll to
market over the next three years. Given the locational superiority being
offset by the economic inferiority, the building is rated as being inferior to
the subject. Overall, an upward adjustment is necessary to equate the
comparable to the subject.

     Comparable I - , Cameron Office Park, Building I, is a six story, Class A
office building constructed in 1991 and 95 percent occupied at the time of
sale. It has good access and visibility to the interstate highways. The
tenancy was very stable until 1999 and 2000 when 80 percent of the building
rolls over. The buyer did not perceive this as a problem, but as an

==============================================================================

                                     -50-
                              
<PAGE>




                                                Sales Comparison Approach
==============================================================================



opportunity to increase the rents. Nonetheless, the comparable has a lower
existing net operating income than the subject for several years and is
inferior to the subject in this regard. Overall, an upward adjustment is
deemed necessary to equate the comparable to the subject.

     Comparable I-5, the Nortel Building on Corporate Ridge Road in McLean, is
a good quality, ten-story, office building constructed in 1989 that was 100
percent occupied at the time of sale. The seller occupied 57 percent of the
building and had signed itself to a market level lease prior to sale. There is
limited tenant turnover until 2001. From an economic standpoint, existing net
operating income at the comparable was $2.61 per square foot higher than the
subject. Downward adjustments are necessary, therefore, to equate the
comparable's superior rent levels and tenant stability to the subject.

     Comparable I-6, Reston Plaza I and 11, are two, three-story brick office
buildings on Sunrise Valley Drive in Reston, Virginia. They are physically
similar to the subject. They sold 100 percent occupied with average rents
several dollars below market, but with a net operating income about $1.90 per
square foot less than the subject. Thus, the purchaser acquired the property
recognizing that there was significant room for increasing income. Overall,
the project was inferior to the subject in terms of existing income. Overall,
an upward adjustment is deemed necessary to equate the comparable to the
subject.

     Comparable I-7, Executive Office Park III, also in Reston, was the sale
of a 100 percent occupied, six-story, brick office building constructed in
1985. This building was leased at below market rents, estimated by the seller
to be about $3.40 per square foot. Net operating income was roughly $0.27 per
square foot more than the subject. Their estimate of market rent for the
building was less than the subject's, however, suggesting various physical
and/or locational differences. Tenancy was stable for three years then
followed by 59 percent turnover in 1999 and 2000. Thus, the comparable's
turnover risk makes it inferior to the subject. Overall, an upward adjustment
is necessary to equate the comparable to the subject.

     The following chart summarizes how each sale compares to the subject
property from a physical, locational and economic (occupancy and rental rate)
standpoint.

==============================================================================

                                     -51-
                              
<PAGE>




                                                Sales Comparison Approach
==============================================================================


==============================================================================
                          Improved Sales Comparison
==============================================================================
                                             Sales           Overall Rating
Comp.          Property                      Price             Relative to
No.                                          Per SF            the Subject(1)
=====    =============================    =============     ==================
 I-1      Centrepointe I & II              $134.77                 Somewhat
          Fairfax, VA                                              Superior
 I-2      8280 Greensboro Drive            $146.10                 Superior
          McLean, VA
 I-3      Tysons Office Center             $112.68                 Inferior
          Vienna, VA
 I-4      Cameroon Office Park I           $107.16                   Very
          Alexandria, VA                                           Inferior
 I-5      Nortel Building                  $138.72                 Somewhat
          McLean, VA                                               Superior
 I-6      Reston Plaza I and 11            $107.66                     Very
          Reston, VA                                               Inferior
 I-7      Executive Park III               $116.61                 Inferior
          Reston, VA
==============================================================================
Note 7: Considers the effect of all adjustments.
==============================================================================


      Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best. The two comparables rated somewhat
superior to the subject are I-1 and I-5, with unit prices of $134.77 and $138.72
per square foot respectively. They set the upper limit of likely values.
Comparables I-3 and I-7 are rated inferior to the subject, but less so than some
of the other sales. Their unit prices are $112.68 and $116.61 per square foot,
respectively, and they set the lower limit of likely unit values. Thus, the
range of unit values is between say $115 and $130 per square foot. Further
review suggests that the subject, with many new leases at market rents is more
likely to be at the upper end of this range, or say $125 to $130 per square
foot. Accordingly, we have concluded to this range. When applied to the net
rentable area, our estimated value range by the Sales Price Per Square Foot
method is $18,900,000 to $19,600,000, rounded.



==============================================================================
                  Sales Price Per Square Foot Unit Analysis
==============================================================================
         SF NRA          x        Unit Price {S/SF) =      Value Estimate
==================    ========   ======================   ================    
         150,961         x           $125.00 =              $18,870,125
         150,961         x           $130.00 =              $19,624,930
- ------------------------------------------------------------------------------
                      Rounded: $18,900,000 to $19,600,000
                           or $125.20 to $129.83/SF
==============================================================================

==============================================================================

                                     -52-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================



Methodology

     The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in
that investors recognize the relationship between an asset's income and its
value. In order to value the anticipated economic benefits of a particular
property, potential income and expenses must be estimated, and the most
appropriate capitalization method must be selected.

     The two most common methods of converting net income into value are
direct capitalization and discounted cash flow analysis. In direct
capitalization, net operating income is divided by an overall rate extracted
from market sales to indicate a value. In the discounted cash flow method,
anticipated future net income streams and a reversionary value are discounted
to an estimate of net present value at a chosen yield rate (internal rate of
return).

     In our opinion the discounted cash flow method is appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect perceived
investor expectations.

Potential Gross Income

     Generally, office tenants pay fixed gross rent on a rentable area basis
which is consistent with space measurement standards for buildings of similar
vintage, plus any increases in operating expenses and real estate taxes above
stipulated base year amounts.

Existing Leases

     As of July 1997, and including several signed renewals and new leases for
tenants due to take occupancy in July, the property is 74 percent leased by
about seven different tenants. One additional lease has been executed for an
August 1997 commencement that will bring the property to an 87 percent
occupancy. The property contains 150,961 rentable square feet in total with
all of the fourth floor unleased as of the effective date of the appraisal.
The auditorium and lunch room on the first floor are considered as permanent
amenities. The average rent in the first full year of the analysis is $19.34
per square foot.

     The major tenants in the property include Mantech, Logicon, and as of
August Aerotek. Mantech formerly occupied most of the building and has
downsized and renewed for space on all of the 6th, 8th and part of the first
floors. Their total area is 43,848 square feet at an average rent of $19.80
per square foot, full service. Logicon has leased all of the 7th floor
commencing July 1997 with a base rent of $20.00 per square foot. The new
Aerotek lease on the 7th floor is for $21.75 per square foot. We have been
provided with either leases or lease abstracts for most of these tenants.

     The building has one other full floor tenant on the 5th floor that signed
in 1994 and has a current rent of 12.58 per square foot. The balance is either
vacant or occupied by smaller tenants. The credit quality for the tenants is
not specifically known. In conversations with the property manager, we were
informed that none of the tenants were currently at risk of default.


==============================================================================

                                     -53-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================


     Based upon the subject's current lease expiration schedule 24 percent of
the property's rentable area is due to expire within the next three fiscal
years. Within years four through six, 23 percent of current leases are due to
expire, all in fiscal year 2004. Within our projected 11 year holding period
all of the leases currently in place or projected to be signed will expire. An
expiration summary is shown in the following table.

==============================================================================
                           Lease Expiration Schedule
==============================================================================
                        Number of          Tool             Percent of
          Fiscal        Tenants        Expirations          Total Net
 Period    Year         Expiring      (Square Feet)        Rentable Area
========  =========   ============   ================    =====================
    1      1998             2                10,420            6.90%
    2      1999             1                 6,330            4.19%
    3      2000             1                19,872           13.16%
    4      2001             0                     0            0 00%
    5      2002             0                     0            0.00%
    6      2003             0                     0            0.00%
    7      2004             3                34,522           22.87%
    8      2005             1                 9,033            5.98%
    9      2006             2                30,872           20.45%
   10      2007             5                74,140           49.11%
   11      2008             0                     0            0.00%
   12      2009             2                28 192           18 68%
                           ---              --------        ---------   

  Tools                    17               213,381           141.35%

 Annual/ Average           1.4              17,782             11.78%
==============================================================================

     Based upon the lease expiration schedule, we have forecasted an eleven
year investment holding period. Fiscal year 2008 has no vacancy and would
represent an overstatement of the reversionary value. Fiscal year 2009, by
contrast, has a more normalized turnover percentage compared to a market with
average lease terms of six years (16.7 percent annually) and, for analysis
purposes, is considered a stabilized reversionary year (please refer to the
fiscal year cash flow).

Market Rental Rate

     Market rent for the property has been estimated by analyzing comparable
leases exhibited on the summary chart on the facing page.

     Prior to adjustment, the comparables (excluding leases at Greenwood
Corporate Center) reflect a range in base rent of $16.00 to $21.00 per square
foot, full service. After adjustment for rent concessions, the range was
unchanged. There are few concessions being granted in today's market. Only
three of the comparable leases included any free rent and none included above
standard tenant improvement allowances.


==============================================================================

                                     -54-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================



     As shown in the Micro Market summary table presented in the Market
Analysis section of the report, asking rents at competing properties are in
the range of $17.50 to $25.00 per square foot. Actual lease rates are only
slightly below asking levels.

     The subject's contract rents average $19.34 per square foot, full
service, in the first 12 months of the holding period. Most leases within the
property were signed in the 1997 and only four leases totaling 36,622 square
feet have commencement dates in 1996 or earlier, a period when average rents
were well below the current market rents. All of the recent leases at the
property are shown at the top of the Comparable Office Rentals chart on the
preceding facing page. The most recent leases at the property have been in the
$19.00 to $21.75 per square foot range. Two lease proposals currently being
negotiated were initially offered at $21.00 and $21.50 per square foot. On
average, we believe the contract rents within the building are only a little
below market.

     Additional rental income from these leases include operating expense
reimbursements for increases over base year amount. Expense stops for most
tenants are between $5.95 and $6.24 per square foot, or near the 1996 actual
operating expenses of $6.09 per square foot.

     Recent leases within the market include few concessions, either in the
form of free rent or above standard tenant improvement allowances. Most
brokers interviewed were of the opinion that rental concessions were not being
granted.

     Several brokers indicated that the market has continued to improve over
the last six months, with rents increasing and concessions remaining almost
non-existent. In the view of many, the leasing market has generally reached
stabilization and the delivery of new office buildings to the market will be
the primary influence on rental rate and occupancy trends. In keeping with
these observations, we have assumed that market rent will increase at an
average rate of 3.5 percent per annum through the projection period. The
recent rent spikes are not anticipated to continue in the minds of market
participants we spoke with due primarily to the onset of new speculative
construction. Investors are reportedly taking a wait and see approach over the
short term at least. It is not too inconceivable that additional rent spikes
will occur. However, we believe the prudent approach at this stage is level
rent growth. Finally, free rent and tenant workletter concessions should
remain consistent with current levels.

     The property's asking rental rate of $20.00 to $25.00 per square foot is
somewhat less than the minimum rents for new leases at the subject property of
$19.00 to $21.75 per square foot. In our opinion, market rents for space
within the subject property are solidly at $21.00 per square foot, recognizing
that some leasing will be done above and below this rate.

     The above estimated market rents assume the following concession package.


==============================================================================
                          Free Rent                Tenant Improvements
===============  =======================  ====================================
New Leases        1997         0 months    1997                         $8.00
                  Thereafter   O months    Growing Thereafter at 3.5%
Renewing Leases   1997         0 months    1997                         $4.00
                  Thereafter   O months    Growing Thereafter at 3.5%
==============================================================================





==============================================================================

                                     -55-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================



Assumptions Regarding Existing and Proposed Leases

     Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their
leases. Information provided by management indicates that none of the tenants
are currently in default. The tenant base appears to be stable and management
has indicated that defaults are not anticipated.

     With regard to lease expirations, we have projected that 60 percent of
tenants will rollover (sign a new lease) and approximately 40 percent will
turnover (allow their lease to expire and vacate the property) upon expiration
of their primary lease term. This assumption is based in large part on
management's projection of a near term retention rate which is based on their
knowledge and expertise in the market. Furthermore, we believe that this level
of retention can be achieved over a long term holding period.

     Typical leases are three to ten years in duration. An examination of the
comparable leases shows an average term of about six years given a typical mix
of lease terms. Accordingly, we have assumed six year terms for speculative
tenants.

     Vacancy between leases includes the period of actual downtime and the
construction period to build-out tenant spaces. Consistent with our
experience, we have assumed a stabilized vacancy and construction period of
nine months. We acknowledge that current time between tenants may be shorter,
though a long term trend may reflect fluctuations. Vacancy between leases is
weighted for the 40 renewal probability, resulting in an effective downtime of
four months (rounded) upon each lease expiration. On a six year average lease
term, this equates to 5.3 percent average physical vacancy (downtime of four
months divided by the downtime plus the 72 month average lease term)

Miscellaneous Income

     Sources of miscellaneous income for the property include additional
charges for overtime HVAC, interest on security deposits, and other income
from additional services to the tenants. In 1996 there were $6,024 in
miscellaneous revenues, but none were projected in the owner's 1997 budget.
Typically, office buildings have some receipts in this category, and we have
included a stabilized $2,000 per year in our analysis. It is projected to grow
in the future at 2.0 percent annually.

Reimbursable Expenses (Escalations)

     Tenants are responsible for their pro-rata share of real estate taxes
when taxes exceed those incurred during the first full year of their
occupancy. This type of escalation is typically also applied to operating
expenses in the majority of office buildings. The majority of current leases
in the subject property include an operating expense escalation, which
calculation may be summarized as follows:

     Billing Year Operating Expenses
     Less: Base Year Operating Expenses
     Equals: Increase in Operating Expenses
     Multiplied by: Tenant's Pro Rata Share

==============================================================================

                                     -56-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================


     We have assumed that future leases in the subject property will be on a
full service basis. Tenants will be responsible for the increase in operating
expenses and real estate taxes over the base calendar year amount.

Vacancy and Collection Loss

     Our cash flow projection assumes a tenant vacancy of nine months upon
each lease expiration set against our probability of renewal estimated at 60
percent, in addition to a global credit loss provision applied to the gross
rental income. The global credit loss provision is applied to the gross rental
income from all tenants and is estimated at 2.0 percent throughout the holding
period.

     All of the fourth floor is currently vacant, and it consists of two
demised suites totaling 19,872 square feet. We have absorbed the space in
October and December 1997 given that negotiations are currently underway for
both spaces.

     Based on the subject's weighted average downtime between leases, as well
as the preceding absorption schedule for the subject property, the overall
average occupancy rate of the subject property over the 11 year holding period
is 95.5 percent. Including our overall credit loss allowance estimated at 2.0
percent, the implied overall vacancy and credit loss factor for the subject
property is 93.5 percent.

Operating Expenses

     We have analyzed the reported operating expenses for 1996 and budgeted
expenses for 1997. The total expenses for 1995 were not available due to the
transfer of the property between owners in that year. We forecasted the
property's operating expenses after reviewing operating expenses of similar
buildings and after consulting local building managers and agents, including
Cushman & Wakefield property management personnel, etc. We also examined
industry norms as reported by the BOMA Experience Exchange Report published by
the Building Owners and Managers Association International, a nationally
recognized publication.

     On the facing page is the income and expense analysis for the property.
The following analysis attempts to utilize the subject's historical operating
expense data supported by the comparable expense data. The age and unique
physical features of the subject warrant consideration of the subject's
historical expenses in estimating market operating expenses.

     Following are the projected operating, recoverable and non-recoverable
expenses we have used in our cash flow analysis. We have analyzed each item of
expense individually and attempted to project what the typical informed
investor would consider reasonable. Although every expense category is
addressed herein, only those requiring explanation of variations will be
discussed in great detail.

     The forecast of projected growth rates in all categories of expense
reflect typical investor expectations as noted in the Cushman & Wakefield
Investor Survey, which has been placed in the Addenda of this report. Except
where noted, our projected growth rates for the various types of expense
categories generally do not attempt to reflect growth rates for any individual


==============================================================================

                                     -57-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================




year, but rather the long term trend over the period of analysis. Based on the
historical CPI trends, we concluded that our selected growth rate of 3.5
percent would fairly reflect an overall inflationary rate over the long term.

Recoverable Expenses
     Real Estate Taxes

     We discussed real estate taxes in a prior section. We used the current
     tax amount and tax rate for 1997, stepped the total tax liability in 1998
     for potential increases in assessments, and have it growing at 3.5
     percent annually thereafter to keep pace with overall property value
     increases in the market.

     Operating Expenses

     Operating expenses consist of property insurance, utilities, janitorial
     services, repairs and maintenance, contract services for items such as
     trash removal, landscaping, snow removal, elevator and HVAC maintenance,
     etc. The total operating expenses were $4.10 per square foot in 1996 and
     were projected in the 1997 budget at $4.24 per square foot, or a 3.4
     percent increase. Comparables show operating expenses in the $3.50 to
     $3.80 per square foot range for similar quality facilities, and the BOMA
     experience report shows average costs of $4.12 per square foot and a low
     mid range point of $3.72 per square foot. We have stabilized operating
     expenses at a level consistent with the subject's recent history and the
     trend at the comparables, or $4.15 per square foot. The estimate is
     considered reasonable for stabilized operations.

     Administrative and Other Operating Expenses

     This fee includes recoverable administrative costs for administrative and
     on-site maintenance personnel, rent collection, property supervision, and
     budget preparation, as well as miscellaneous items such as accounting and
     general office expenses (less the management fee). The expense has been
     stable at $0.70 to $0.75 per square foot. Based on data from comparable
     properties, we stabilized the 1997 cost at $0.75 per square foot.

     Management Fees

     This fee includes rent collection, property supervision, and budget
     preparation. The current management agreement includes a fee of 2.5
     percent of effective gross income. In conversations with local real
     estate professionals, we have determined the management fees for
     multi-tenant buildings are most commonly at the 2.5 to 3.5 percent level.
     We have modeled the management fee at 3.0 percent of effective gross
     income.

Non-Recoverable Expenses
     Non-Recoverable Administrative Expenses
     This expense category typically covers miscellaneous non-recoverable
     expense items such as legal and advertising expenses. No non-recoverable,
     non-capital expenses were identified for 1996 or in the 1997 budget. The
     BOMA experience reports for this locale show an average of $0.25 per
     square foot. Based on our experience with other such properties, we
     stabilized the 1997 cost at $0.20 per square foot.


==============================================================================

                                     -58-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================


     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for fiscal year 1997/98 equates to $1,068,738 ($7.08 per square foot
of net rentable area), excluding capital replacements, tenant alterations and
leasing commissions. This projection is up $0.25 per square foot from the 1996
actual expenses, or 3.7 percent.

Other Expenses

o    Other operating expenses include Tenant Improvements, Leasing Commissions
     and Reserves for Replacements. The probability of incurring future leasing
     commissions and tenant improvements/finish is based on the following:

          40 percent probability of turnover existing tenant vacates a space
          and the space is released to a new tenant) and 60 percent
          probability of rollover (an existing tenant relets his space).

     Tenant Improvements/Finish - As previously noted, we have forecasted a
     tenant finish allowance of $8.00 per square foot for new tenants in
     second generation space, and $4.00 per square foot for renewals.
     Therefore, upon the expiration of all leases, a weighted tenant
     improvements allowances is applied to tenants upon expiration.
     Application of the renewal probabilities results in a weighted average
     tenant improvement allowance of $5.60 per square foot. Tenant
     improvements/finish costs are projected to increase at the rate of 3.5
     percent per year through the projection period.

     Leasing Commissions - For the period under analysis, average leasing
     commissions for all new leases are estimated to be 5.0 percent and 2.0
     percent for renewals. The new lease commission rate reflects the fact
     that a landlord will typically be charged a commission of 3.0 to 4.0
     percent by the tenant's agent and 2.0 to 3.0 percent by the landlord's
     agent. Upon renewal, landlords resist paying leasing commissions but
     typically pay a portion of the full commission rate or a partial fee to
     the management company for its assistance in working with the tenant.
     Application of the renewal probabilities results in a weighted average
     commission rate of 3.20 percent. The weighted average commissions are
     applied to all expiring space and are not passed through to tenants.

     Capital Replacements/Reserves - Reserves for replacements should be
     (though as a practical matter, they may not be) set aside to accumulate
     an amount sufficient to replace and/or repair certain major building
     components, i.e., roof, HVAC system, etc. during the period under
     analysis. Based on our inspection and conversations with the property
     manager, the subject property appears to be in good condition overall. We
     have estimated capital reserves of $0.15 per net rentable square foot for
     1997, increasing by 3.5 percent per year throughout our analysis.

     The expense growth rates incorporated in our projections result in a 3.4
percent annual compound growth rate over the holding period. This reflects a
partial year increase for the remainder of 1997, but a significant increase in
real estate taxes due to a projected bump in 1998.

==============================================================================

                                     -59-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================


Discounted Cash Flow Analysis

     In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to
reflect the most likely investment assumptions of typical buyers and sellers
in this particular market segment.

Discounted Cash Flow Assumptions

     We used the following figures and assumptions in the computer model.

 Years in Forecast:                     12

 Holding Period:                        11

 Starting Date:                         July 1, 1997

 Market Rental Rate (Year 1)            $21.00/sf

 Annual Escalations:                    3.0%

 Miscellaneous Income:                  $2,000

 Growth in Market Rental Rate:          3.5% per annum

 Expense and Tax Pass-Throughs:         Gross leases - tenants pay pro-rata   
                                        share of real estate tax and operating
                                        cost increases over a base year       
                                        amount.                               

 Expense Growth Rate:                   1.75% at the end of 1997, 3.5% 
                                        thereafter
 
 Consumer Price Index:                  3.5% per annum

 Free Rent (All leases)                 None

 Lease Term (Typical):                  6 years

 Renewal Probability:                   60%

 Tenant Improvements - New Leases       $8.00/SF

 Tenant Improvements - Renewing Leases  $4.00/SF

 Leasing Commissions:
     New Leases                         5.0%
     Renewal Leases                     2.0%
     Weighted Average                   3.2%


==============================================================================

                                     -60-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================



 Vacancy Between Leases:          9 months (prior to renewal probability of
                                  60%; effective vacancy is 4 months

 Credit Loss:                     2.0% (average; applies to all tenants).
 
 Reversion Year:                  2009 (12th fiscal year).
 
 Reversion Cap Rate:              9.25% (applied to net operating income).
 
 Reversion Selling Expenses:      2.5% (includes brokerage, legal fees and
                                  estimated transfer taxes).

 Discount Rate (IRR):             11.5% (see Discount Rate Analysis).

Cash Flow Projection

     On the following page is our 12 year cash flow projections which include
our 11 year holding period and 12th year reversion. The cash flow reflects the
results of the PRO-JECT+ plus projection.

 
==============================================================================

                                     -61-
                              
<PAGE>

<TABLE>
<CAPTION>
                                                     Greenwood Corporate Center
                                                      Fairfax County, Virginia
                                                    Discounted Cash Flow Analysis

=========================================================================================================================
   Begin July 1, 1997:              1998            1999            2000            2001            2002            2003
=========================================================================================================================
<S>                           <C>             <C>             <C>             <C>             <C>             <C>       
Income
  Base Rental Income          $2,540,677      $2,860,753      $3,000,247      $3,190,411      $3,395,453      $3,504,671
  Expense Recoveries             $69,264        $128,921        $160,270        $168,135        $212,716        $252,705
                             -----------     -----------     -----------     -----------     -----------     -----------
Gross Rental Income           $2,609,941      $2,989,674      $3,160,517      $3,358,549      $3,608,169      $3,757,376

  Other Income                    $2,020          $2,060          $2,102          $2,144          $2,187          $2,230

  Less: Vacancy & Credit Lo      (52,199)        (59,793)        (63,210)        (67,171)        (72,163)        (75,147)
                             -----------     -----------     -----------     -----------     -----------     -----------
Exective Gross Income         $2,559,762      $2,931,941      $3,099,409      $3,293,522      $3,538,193      $3,684,459

Expenses
  Real Estate Taxes             $208,571        $235,287        $243,522        $252,045        $260,867        $269,997
  Operating Expenses            $637,464        $659,775        $682,867        $706,767        $731,504        $757,107
  General & Administrative      $115,181        $119,212        $123,385        $127,703        $132,173        $136,799
  Management Fee                 $76,793         $87,958         $92,982          98,806        $106,146        $110,534
                             -----------     -----------     -----------     -----------     -----------     -----------
    Total Recoverable         $1,038,009      $1,102,232      $1,142,756      $1,185,321      $1,230,690      $1,274,437

Non-Recoverable Expense          $30,729         $31,804         $32,917         $34,069         $35,262         $36,496

TOTAL EXPENSES                $1,068,738      $1,134,036      $1,175,673      $1,219,390      $1,265,952      $1,310,933
                             -----------     -----------     -----------     -----------     -----------     -----------

Net Operating Income          $1,491,024      $1,797,905      $1,923,736      $2,074,132      $2,272,241      $2,373,526

  Capital Reserves                22,644          23,437          24,257          25,106          25,985          26,894
  Tenant Improvements            627,932          37,973               0         123,382               0               0
  Leasing Commissions            519,911          23,783               0          77,277               0               0


<CAPTION>

=========================================================================================================================
   Begin July 1, 1997:              2004            2005            2006            2007            2008            2009
=========================================================================================================================
<S>                           <C>             <C>             <C>             <C>             <C>             <C>       
Cash Flow                       $320,537      $1,712,712      $1,899,479      $1,848,367      $2,246,256      $2,346,632

  Base Rental Income          $3,338,466      $3,615,883      $3,624,784      $3,924,617      $3,801,508      $4,178,781
  Expense Recoveries            $246,408        $259,282        $246,850        $227,832         $82,079        $113,036
                             -----------     -----------     -----------     -----------     -----------     -----------
Gross Rental Income           $3,584,874      $3,875,165      $3,871,634      $4,152,449      $3,883,587      $4,291,817

  Other Income                    $2,275          $2,320          $2,367          $2,414          $2,462          $2,512

  Less: Vacancy & Credit Lo      (71,697)        (77,503)        (77,433)        (83,049)        (77,672)        (85,836)
                             -----------     -----------     -----------     -----------     -----------     -----------
Exective Gross Income         $3,515,452      $3,799,982      $3,796,568      $4,071,814      $3,808,377      $4,208,493

Expenses
  Real Estate Taxes             $279,447        $289,227        $299,350        $309,828        $320,672        $331,895
  Operating Expenses            $783,606        $811,032        $839,418        $868,797        $899,205        $930,677
  General & Administrative      $141,587        $146,542        $151,671        $156,980        $162,474        $168,161
  Management Fee                $105,464        $114,000        $113,897        $122,154        $114,251        $126,255
                             -----------     -----------     -----------     -----------     -----------     -----------
    Total Recoverable         $1,310,104      $1,360,801      $1,404,336      $1,457,759      $1,496,602      $1,556,988

Non-Recoverable Expense          $37,773         $39,095         $40,464         $41,880         $43,346         $44,863

TOTAL EXPENSES                $1,347,877      $1,399,896      $1,444,800      $1,499,639      $1,539,948      $1,601,851
                             -----------     -----------     -----------     -----------     -----------     -----------

Net Operating /ncome          $2,167,575      $2,400,086      $2,351,768      $2,572,175      $2,268,429      $2,606,642

  Capital Reserves                27,835          28,810          29,818          30,862          31,942          33,060
  Tenant Improvements            196,140         111,711         235,622          82,311         503,347         165,821
  Leasing Commissions            122,847          69,967         147,576          51,554         315,259         103,858


Cash Flow                     $1,820,753      $2,189,598      $1,938,752      $2,407,448      $1,417,881      $2,303,903
- -------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>



                                           Income Capitalization Approach
==============================================================================

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of
the property at the end of the assumed investment holding period. We estimated
an appropriate terminal rate based on indicated rates in today's market.


==============================================================================
                       Summary of Capitalization Rates
==============================================================================
                 Sale                     Capitalization
                  No.                          Rate
              ==========                ================                  
                  1                            N/A
                  2                           8.75%
                  3                            N/A
                  4                           8.52%
                  5                           9.00%
                  6                           7.40%
                  7                           8.70%
==============================================================================


     The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 7.4 to 9.0 percent, with a median of 8.7
percent. Sales 2 and 4 had little projected turnover over the holding period
and are most typical of multi-tenant buildings in the market, like the subject
would be at the end of the holding period.

     Cushman and Wakefield has surveyed national real estate investors for
their investment objectives as of the Winter of 1996. This information
includes parameters relative to going-in cap rates, terminal capitalization
rates, and IRRs for specific property types. A copy of this survey can be
found in the Addenda.



<TABLE>
==================================================================================================
                      Cushman 8 Wakefield Investor Survey
                                  Autumn 1996
                Offices-Suburban/Non-CBD, Class-B--Leased Asset
==================================================================================================
<CAPTION>
                      Going-in          Terminal                           Income         Expense
                      Cap Rate          Cap Rate              IRR          Growth         Growth
                  ================   ================   ===============  ============   ==========
<S>                   <C>               <C>              <C>              <C>            <C>   
 Overall Range        8.0-12.0 %        9.0-11.0 %       10.5 - 18.0 %    0.0-8.0 %      2.0-5.0 %
 Average Low/
 Average High         9.5 /10.0 %       9.8 / 10.2 %     12.0 / 12.5 %   3.4 / 4.5 %    3.4 / 3.7 %
==================================================================================================
</TABLE>




     The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring investment-grade suburban,
non-CBD office properties in the United States. Generally speaking, our survey
reveals terminal capitalization rates of 8.0 to 12.0 percent with the average
low and high responses of 9.5 and 10.0 percent for investment grade Class B -
Leased offices in non-CBD suburban locations.

     We also considered the Korpacz Real Estate Investor Survey for the First
Quarter 1997 for the National Suburban Office Market. It showed terminal cap
rates ranging from 8.25 to 11.0 with an average of 9.6 percent. The average
was down eight basis points compared to a year ago.

==============================================================================

                                     -63-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================



     A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income
during the holding period, including a possible deterioration in market
conditions for the property. Investors typically add 50 to 100 basis points to
the "going-in", rate to arrive at a terminal capitalization rate, according to
Cushman 8 Wakefield's periodic investor surveys. Based on the subject's age,
condition, and competitiveness at the end of the holding period, as well as
the high demand for office product in the Northern Virginia market, we would
conclude to a 9.0 to 9.5 percent reversionary capitalization rate, or say 9.25
percent.

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion,
and discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (Internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

==============================================================================
                          Autumn 1996 Investor Survey
==============================================================================
              Going-ln               Terminal            IRR 
            Low     High           Low    High       Low      High     
          =======  ========     =======  =======   =======  =======          =
Mean        8.80%     9.50%       9.30%   9.90%     11.2%     11.6% 
Range       8.00%    11.0%        8.00%   11.0%     10.0%     13.0%
==============================================================================

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality suburban office
properties in the United States. The entire survey is included in the Addenda
to this report, with a further breakdown of yield rates shown earlier.

     The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant roll-overs; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property
type within the market; and the effective age of the property.
==============================================================================

                                     -63-
                              
<PAGE>




                                           Income Capitalization Approach
==============================================================================

     The investors' internal of return cited above range from 10.0 to 13.0
percent. In our analysis of this office building, we discounted the cash flows
at 11.5 percent.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We
realize that this type of survey reflects target rather than transactional
rates. Transactional rates are usually difficult to obtain in the verification
process and are actually only target rates of the buyer at the time of sale.
The property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We
have found that, in improving markets or with above average properties, demand
will be high and transactional rates may be lower than target rates that are
quoted in surveys. We have tried to recognize this factor in our choice of
these two rates for our cash flow model.

     Eleven-Year Cash Flow Analysis

     Based on the discount rate selected above, we estimate property value at
$18,800,000, rounded. The valuation table is presented on the following page.

==============================================================================

                                     -65-
                              
<PAGE>


                                       Greenwood Corporate Center
                                            Fairfax, Virginia
                                      Discounted Cash Flow Analysis

<TABLE>
<CAPTION>
========================================================================================================
               NET                     DISCOUNT                 PRESENT                         CASH ON
FISCAL        CASH                     FACTOR @                 VALUE OF      COMPOSITION         CASH
 YEAR         FLOW                      11.50%                 CASH FLOWS      OF YIELD          RETURN
========================================================================================================
<S>       <C>                          <C>                     <C>                <C>            <C>
 1998     $    320,537     X           0.896861     =             $287,477          1.53%         1.71%
 1999     $  1,712,712     X           0.804360     =           $1,377,636          7.33%         9.12%
 2000     $  1,899,479     X           0.721399     =           $1,370,282          7.29%        10.11%
 2001     $  1,848,367     X           0.646994     =           $1,195,883          6.37%         9.84%
 2002     $  2,246,256     X           0.580264     =           $1,303,422          6.94%        11.96%
 2003     $  2,346,632     X           0.520416     =           $1,221,225          6.50%        12.49%
 2004     $  1,820,753     X           0.466741     =             $849,820          4.52%         9.69%
 2005     $  2,189,598     X           0.418602     =             $916,570          4.88%        11.66%
 2006     $  1,938,752     X           0.375428     =             $727,861          3.87%        10.32%
 2007     $  2,407,448     X           0.336706     =             $810,603          4.31%        12.82%
 2008     $  1,417,881     X           0.301979     =             $428,170          2.28%         7.55%

Total Present Value of Cash Flows                              $10,488,949         55.83%         9.75%
                                                                                                 Average
Reversion:
 2009 *  $2,606,642 /                     9.25%     =          $28,179,914
         Less: Cost of Sale @             2.50%     =            ($704.498)
                                                             -------------
         Net Reversion                              =          $27,475,416
         X Discounted Factor                        =             0.301979
                                                             -------------

         * Net Operating Income

 Total Present Value-of Reversion                               $8,296,993         44.17%
                                                                                 -------

 Total Present Value                                           $18,785,942        100.00%

            ROUNDED:                                           $18,800,000
                                                             -------------

           ================================================================
           Net Leasable Area (S.F.):                               150,961
           Per Square Foot of Net Rentable Area                    $124.54
           Implicit Going-in Capitalization Rate:
           Year One NOI ( 12 Months )                           $1,491,024
           NOI Annualized                                       $1,491,024
           Going-In Cap Rate                                          7.93%
           ================================================================


========================================================================================================
</TABLE>

<PAGE>



                                           Income Capitalization Approach
==============================================================================

Reconciliation Within Income Capitalization Approach

     Using the above indicated rates of return, our cash flow model indicated
a value of $18,800,000, rounded, or $124.54 per square foot, as shown on the
preceding page. This value estimate produces a very high implied going-in
capitalization rate of 7.9 percent, which falls at the low end of the range
generally required by investors as noted in the Cushman & Wakefield Investor
Survey. As discussed earlier, going-in rates derived from the comparable sales
were mostly between 8.5 and 9.0 percent. The primary factors impacting the low
going-in rate are that the property's current tenancy includes a few tenants
paying rent that is $4 to $8 per square foot less than market, as well as
there being near term tenant improvement costs and commissions to be paid for
the new tenants leasing up the remaining vacant space. Given these items, an
implied going-in rate below those of the sales is logical, as it reflects the
property's near term upside potential.

     Regarding the composition of the yield, as analyzed in the Discounted
Cash Flow Analysis chart, 56 percent of the subject's ultimate yield is
derived from the cash flow of the property with the balance attributable to
the reversion or resale of the property at the conclusion of the holding
period. Typical investor requirements dictate that a substantial amount of the
value be derived from the cash flow. Greater risk would be evident when the
reversion provides a larger percentage of the overall return than the cash
flows. In this instance, the relationship is consistent with investor
expectations.

     Thus, it is our opinion that the prospective market value of the
property, as of July 1, 1997, by the Income Capitalization Approach,
$18,800,000 which equates to $124.54 per square foot of net rentable building

Value Indicated by Discounted Cash Flow Analysis:        $18,800.000


==============================================================================

                                     -67-
                              
<PAGE>



                                  Reconciliation and Final Value Estimate
==============================================================================



     We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.


Sales Comparison Approach                  $18,900,000 to $19,600,000
Income Capitalization-Approach                            $18,800,000


     The three traditional methods of estimating the market value of
commercial real estate are not mutually exclusive approaches to deriving an
estimate of most probable selling price, but are inter-dependent
methodologies, each relying on components from at least one of the other
approaches. Hence, the Cost Approach requires extensive market data to derive
estimates of depreciation and to determine the value of land as if vacant.
This approach may also require income data in order to make adjustments for
functional and economic obsolescence. The Sales Comparison Approach requires
application of methods from the Income Capitalization Approach in order to
make adjustments for differences in income that have influenced the sale
price. Consideration of market data is also required for the Income
Capitalization Approach in the selection and application of equity,
capitalization and discount rates, and estimation of income and expenses.
Consequently, it is our opinion that purchasers and sellers, at least
intuitively, consider components of all three approaches in the process of
negotiating an acceptable price for a particular property.

     It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most
direct and accurate simulation of market behavior, it is the method explicitly
employed by buyers and sellers in acquisition and disposition decisions.
Therefore, following the implied dictum of the market, we have used an
approach based primarily on projected income as the foundation for our
valuation of the subject property.

     There are several additional reasons why the Sales Comparison Approach
does not form the primary basis of our value estimate for the subject
property. The quantity and quality of market information inhibits the use of
the Sales Comparison Approach. Inadequacy of information regarding gross and
net income, lease details and expenses of comparable sales often deters
accurate and relevant adjustments of unit price indicators. Comparison at a
dollar per square foot level precludes the analysis of those key factors which
form the basis for projections on which the purchase decision was made.

     In light of the above, we are of the opinion that the prospective market
value of the leased fee estate in the property, as of July 1, 1997, is:

                THIRTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                 $18,800,000


==============================================================================

                                     -68-
                              
<PAGE>



                                  Reconciliation and Final Value Estimate
==============================================================================


Marketing Time

     Marketing time is an estimate of the time that might be required to sell
a real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. (Marketing time is subsequent to
the effective date of the appraisal and exposure time is presumed to precede
the effective date of the appraisal.) The estimate of marketing time uses some
of the same data analyzed in the process of estimating reasonable exposure
time and it is not intended to be a prediction of a date of sale.

     We believe, based on the assumptions employed in our analysis, as well as
our selection of investment parameters for the subject, that our value
conclusions represent a price achievable within one year's marketing time on
the open market.

==============================================================================

                                     -69-
                              
<PAGE>



                                      Assumptions and Limiting Conditions
==============================================================================



"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting
Conditions are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed
     for the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the
     owner of the Property. Neither the Appraiser nor COW shall be responsible
     for the accuracy or completeness of such information, including the
     correctness of estimates, opinions, dimensions, sketches, exhibits and
     factual matters.

3.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated
     in the letter of engagement, the Appraisal may not be used by any person
     other than the party to whom it is addressed or for purposes other than
     that for which it was prepared. No part of the Appraisal shall be
     conveyed to the public through advertising, or used in any sales or
     promotional material without C&W's prior written consent. Reference to
     the Appraisal Institute or to the MAI designation is prohibited.

5.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

==============================================================================

                                     -70-
                              
<PAGE>



                                      Assumptions and Limiting Conditions
==============================================================================


6.   The Appraisal assumes (a) responsible ownership and competent management
     of the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for
     arranging for engineering studies that may be required to discover them);
     (c) full compliance with all applicable federal, state and local zoning
     and environmental regulations and laws, unless noncompliance is stated,
     defined and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or
     can be obtained and renewed for any use on which the value estimate
     contained in the Appraisal is based.

7.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment,
     plumbing or electrical components.

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser has not reviewed lease documents and assumes no responsibility
     for the authenticity or completeness of lease information provided by
     others. C&W recommends that legal advice be obtained regarding the
     interpretation of lease provisions and the contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market
     thinking on future income and expenses. The Appraiser and C&W make no
     warranty or representation that these forecasts will materialize. The
     real estate market is constantly fluctuating and changing. It is not the
     Appraiser's task to predict or in any way warrant the conditions of a
     future real estate market; the Appraiser can only reflect what the
     investment community, as of the date of the Appraisal, envisages for the
     future in terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11.  Unless otherwise stated in the Appraisal, compliance with the
     requirements of the Americans With Disabilities Act of 1990 (ADA) has not
     been considered in arriving at the opinion of value. Failure to comply
     with the requirements of the ADA may adversely affect the value of the
     property. C&W recommends that an expert in this field be employed.


==============================================================================

                                     -71-
                              
<PAGE>



                                               Certification of Appraisal
==============================================================================




We certify that, to the best of our knowledge and belief:

1.   Steven A. Studabaker, MAI, inspected the property and wrote the report.
     Donald R. Morris, MAI, Manager, Cushman & Wakefield of Washington D.C.,
     Valuation Advisory Services, also inspected the property and has reviewed
     and approved the report.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the
     amount of the value estimate, the attainment of a stipulated result, or
     the occurrence of a subsequent event. The appraisal assignment was not
     based on a requested minimum valuation, a specific valuation or the
     approval of a loan.

6.   No one provided significant professional assistance to the persons
     signing this report.

7.   Our analyses, opinions and conclusions were developed, and this report
     has been prepared, in conformity with the Uniform Standards of
     Professional Appraisal Practice of the Appraisal Foundation and the Code
     of Professional Ethics and the Standards of Professional Appraisal
     Practice of the Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Steven A. Studabaker, MAI, and Donald R.
     Morris, MAI, have completed the requirements of the continuing education
     program of the Appraisal Institute.

10.  It is our opinion that the estimated prospective market value of the
     subject property, in as-is condition, as of the effective date of the
     appraisal, July 1, 1997, was $18,800,000.


DRAFT
- ----------------------------------------------------
Steven A. Studabaker, MAI
Virginia Certified General Appraiser No. 4001-001111




DRAFT
- ----------------------------------------------------
Donald R. Morris, MAI
Virginia Certified General Appraiser No. 4001-002465


==============================================================================

                                     -72-
                              
<PAGE>



                                                                  Addenda
==============================================================================









==============================================================================

                                    
                              
<PAGE>




                                                                  Addenda
==============================================================================








                              Legal Description






                                                               
==============================================================================

                              
<PAGE>




                                Legal Description


                                      [MAP]

                                [GRAPHIC OMITTED]


                           LEGATO ROAD     STATE ROUTE 658




<PAGE>


===============================================================================


LEGAL DESCRIPTION - PARCEL 1


BEGINNING AT A POINT in the intersection of Legato Road (State Route 656) and
Interstate Route 66: THENCE with the east line of Legato Road N 40 degrees 48'
00" W, 122.40 feet to a point; THENCE 07 degrees 36' 34" E, 370.29 feet to a
point; WITH the arc of a curve to the right whose radius is 4940.00 feet, chord
is 128.95 feet, chord bearing is N 08 degrees 21' 26" E, for a distance of
128.95 feet to a point; THENCE N 09 degrees 06' 18" E, 298.57 feet to a point;
THENCE departing said road and running with the land of Sears, Roebuck Company
and the land of Fairfax Associates the following courses and distances:

WITH the arc of a curve to the right whose radius is 39.00 feet, chord is 29.10
feet, chord bearing is N 77 degrees 11'55" E, for a distance of 29.82 feet to a
point; THENCE S 80 degrees 53' 42" E, 23.21 feet to a point; WITH the arc ofa
curve to the left whose radius is 191.00 feet, chord is 94.63 feet, chord
bearing in N 84 degrees 45' 42" E, for a distance of 95.63 feet to a point;
THENCE N 70 degrees 25' 05" E, 4.54 feet to a point; WITH the arc of a curve to
the right whose radius is 39.00 feet, chord is 52.90 feet, chord bearing is S 66
degrees 52' 48" E, for a distance of 58.13 feet to a point; WITH the arc of a
curve to the left whose radius is 897.00 feet, chord is 52.40 feet, chord
bearing is S 25 degrees 51' 05" E, for a distance of 52.40 feet to a point;
THENCE 39 degrees 34' 03" W, 241.06 feet to a point; WITH the arc of a curve to
the left whose radius is 451.00 feet, chord is 630.78 feet, chord bearing is S
42 degrees 31' 09" E, for a distance of 698.55 feet to a point; THENCE S 13
degrees 40' 41" E, 50.22 feet to a point in the north line of Interstate Route
66;

THENCE with said Route 66, S 76 degrees 19' 19" W, 506.00 feet to a point,
and S 80 degrees 53' 05" W, 50.06 feet to the point of beginning and containing
5.1436 acres, more or less.


PREPARED BY:  Harold A. Logan Associates, P.C.
              October 17, 1995


===============================================================================

                                -----------------
                                Legal Description
                                -----------------



<PAGE>




                                                                 Addenda
==============================================================================







                          Improved Sales Comparables










==============================================================================
<PAGE>




                                                 Office Building Offering
==============================================================================


 I-1                                    Sale

 Building Name:                         Centerpointe I and 11
 
 Location:                              4000 and 4050 Legato Road
                                        Fairfax, Fairfax County, VA
 
 Grantor:                               Joshua Realty Corporation
                                        (GE Investments)
 
 Grantee:                               Beacon Properties
 
 Date of Offering:                      June 1996
 
 Recording Data:                        Deed Book 9986, Page 825
 
 Recording Date:                        05/O1/97

Physical Description:

 Land Area:                              17.00 Acres
 Net Rentable Area:                      408,111 Square Feet
 Year Built:                             Circa 1988
 Occupancy at Sale:                      100 %
 Parking:                                Structured; 3.6/1000
 Quality:                                Excellent
 Construction:                           Masonry and Glass
 Stories:                                11
 
 Sale Price:                             $55,000,000
 
 Terms of Sale:                          All Cash to Seller
                                         Purchaser is a REIT
 
 Sale Price/Square Foot (RSF):           $134.77
 
 Centerpointe I:                         203,630 SF NRA, Yr Built: 1988
 
 Centerpointe II:                        204,481 SF NRA, Yr Built: 1990

COMMENTS: 
  This is the sale of two, Class A suburban office buildings located at
  the intersection of West Ox Road and Legato Road, just south of US Route 50.
  The buildings are 100 percent occupied by American Management Systems (203,630
  and 69,585 SF), QSI (28,359 SF), Fujitsu (20,336 SF) and others. Lease
  rollover exposure occurs in 1997, 1999 and 2007. The price is based on IRRs in
  the 11.0 to 11.5


==============================================================================
<PAGE>




                                                 Office Building Offering
==============================================================================



I-1 Continued 
     percent range. Asking rents in the market are between $18.00 and $20.00 per
     square foot. The contract price is $8,000,000 below the initial asking, or
     a 13% discount.

DCA4-2581






==============================================================================
<PAGE>




                                                     Office Building Sale
==============================================================================

 I-2                               Sale

 Building Name:                    8280 Greensboro Drive

 Location:                         8280 Greensboro Drive
                                   McLean, Fairfax County, VA

 Parcel Number:                    029-3-15-0010-A

 Grantor:                          Tysons Corner Limited Partner-
                                   ship (Balcor)

 Grantee:                          Gateway Costal Properties, Inc
                                   (RREEF)

 Date of Sale:                     04/23/97

 Recording Data:                   Deed Book 9978, Page 446

 Recording Date:                   04/23/97

Physical Description:

 Land Area:                        115,140 Square Feet
                                   2.64 Acres
 Net Rentable Area:                205,341 Square Feet
 Year Built:                       1985
 Parking:                          547 spaces
 Construction:                     Steel frame; reflective glass
 Zoning:                           C4, Fairfax county
 Stories:                          9

Sale Price:                       $30,000,000

Terms of Sale:                    Cash to Seller

Appraisal Indicators:
 Overall Rate (OAR):               8.75%

Sale Price/Square Foot (RSF):     $146.10

Number of Tenants:                24; largest = Deltek Systems (25%)

Legal Description:                Lot 10A, Section 4, Leasco Office Park

COMMENTS:
 This is the sale of a 9-story, Class A-, reflective glass 
 office building built in 1985 and located in one of the

==============================================================================
<PAGE>




                                                 Office Building Offering
==============================================================================




I-2 Continued
     prime office neighborhoods in Tysons Corner, Virginia. The buyer would not
     divulge any detailed financial information on the property outside of the
     following data:
     The price equated to a going-in capitalization rate of about 8.75 percent.
     The purchaser's target yields (IRRs) for this market are between 10.75% for
     Class A, top of the market buildings with long term, stable income, and
     12.0% for Class A-/B + buildings with below market existing rents.
     They are no longer assuming any major spikes in rent growth due to the
     anticipated new construction that will be delivered in the next 9 to 12
     months.
     They do examine replacement costs as a test of reasonableness regarding the
     spread between their acquisition relative to new product delivered at
     market rent levels.

DCA4-4284



==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================

 I-3                               Sale

 Building Name:                    Tysons Office Center

 Location:                         8133 Leesburg Pike
                                   Vienna, Fairfax County, VA

 Parcel Number:                    039-2-02-0041,0042

 Grantor:                          Tysons Office Center Limited
                                   Partnership (VIB Management

 Grantee:                          Tysons Office Center, Inc.
                                   (Invesco)

 Date of Sale:                     04/16/97

 Recording Data:                   Deed Book 9973, Page 1212

 Recording Date:                   04/16/97

Physical Description:

 Land Area:                        112,398 Square Feet
                                   2.58 Acres

 Net Rentable Area:                142,000 Square Feet
 Year Built:                       1981
 Occupancy at Sale:                100 %
 Parking:                          358 spaces
 Construction:                     Steel frame, reflective glass
 Zoning:                           C3, Fairfax County
 Stories:                          9

 Sale Price:                       $ 16,000,000

 Terms of Sale:                    Cash to Seller

 Appraisal Indicators:
   Overall Rate (OAR):             8.4%
   Discount Rate (IRR):            12.0%

 Sale Price/Square Foot (RSF):     $112.68

 Parking Ratio:                    2.5 per 1,000 SF

 Tenant Turnover:                  60-65% in 3 Years

 Average Rents:                    $3.00 to $3.50/SF Below Market

 Rent Growth:                      5%, 5%, 3.5% thereafter

  
==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================


I-3 (Continued)

COMMENTS: This is the sale of a Class B office building built in 1981 and
located in the popular Tysons Corner submarket. The property was in good
condition at the time of sale. The sellers recently spent about $3.0M on
renovating the lobbies, restrooms, and on a new roof and mechanical upgrades.

The buyers indicated that the building was 100 percent occupied at the time of
sale but was subject to 60 to 65% tenant turnover in the first three years of
ownership. These tenants had rents averaging around $16.50/SF compared to
$20/SF for market rents. Hence, the buyer saw this as an opportunity to roll
up a lot of below market leases, move them to market rents, and sell the
property in four to seven years at a price that would still be attractive to
the next owner. Because there is risk associated with this type of effort, and
particularly because there is new construction being planned for competing
markets, the buyer used a slightly higher IRR of 12.0 percent, compared to
IRRs closer to 11.0% for their acquisition of Class A properties. The buyer
also reported expenses of approx $7.00/SF.

DCA4-4286

==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================

 I-4                                Sale

 Building Name:                     Camron Office Park-Building I

 Location:                          3601 Eisenhower Avenue
                                    Alexandria, VA

 Parcel Number:                     070.00-01-07

 Grantor:                           #1 Radnor Camron Run L.P.
                                    Robert Buchanan-Buchanan Assoc

 Grantee:                           Camron Run L.L.C.
                                    Robert E. Dewitt

 Date of Sale:                      10/14/96

 Recording Data:                    Deed Book 1584, Page 726

 Recording Date:                    10/14/96

Physical Description:

 Land Area:                         186,437 Square Feet
                                    4.28 Acres
 Gross Building Area:               151,442 Square Feet
 Net Rentable Area:                 143,707 Square Feet
 Year Built:                        1991
 Occupancy at Sale:                 95 %
 Parking:                           2.4 per 1000 SF
 Quality:                           Good
 Construction:                      Concrete and steel frame
 Zoning:                            OCM100, Alexandria
 Stories:                           6

 Sale Price:                        $ 15,400,000

 Terms of Sale:                     Financing provided by MetLife
                                    for $10,500,000 at market
                                    terms
 Economic Indicators:
      Effective Gross Income:       $2,210,171          Buyer's Proforma
      Less: Operating Expenses:     $898,168            Buyer's Proforma
      Net Operating Income:         $ 1,312,003         Buyer's Proforma
 
Appraisal Indicators:
     Effective Gross Inc. Mult.:    6.97

==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================

14 Continued

 Overall Rate (OAR):                                 8.52%
   Sale Price/Square Foot (GSF):                     $101.69
   Sale Price/Square Foot (RSF):                     $ 107.16
   Operating Expense Ratio                           40.6%

COMMENTS: This is the sale of an office building situated in the
Hungtington/Eisenhower submarket in Alexandria. The property fronts the north
side of Eisenhower Avenue and has good access and some visibility to
Interstate 95/395 (Beltway).

The building was 95 percent leased to 12 tenants. There was one tenant who
occupied 10 percent of the building which is scheduled to rollover in the
first year of the holding period, however, this tenant has recently renewed.
There is signifcant rollover risk in 1999 and 2000 when 35 and 48 percent of
the leases expire. According to the buyer, this was not viewed as
substantially troublesome because of the current and anticipated strength of
the submarket.

The property was listed for $15,500,000 and was on the market for less than
six months.

DCA4-4022


==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================

 I-5                                    Sale

 Building Name:                         The Nortel Building

 Location:                              2010 Corporate Ridge
                                        McLean, Fairfax County, VA

 Parcel Number:                         39-2-1-62A

 Grantor:                               Northern Telecom, Inc.

 Grantee:                               Acquiport Corporate Ridge, Inc
                                        (Equitable Real Estate)

 Date of Sale:                          08/01/96

 Recording Data:                        Book 9776 Page 126

 Recording Date:                        08/07/96


Physical Description:

 Land Area:                             288,090 Square Feet
                                        6.61 Acres
 Net Rentable Area:                     252,315 Square Feet
 Year Built:                            1989
 Occupancy at Sale:                     100 %
 Parking:                               4.0 per 1,000
 Quality:                               Good
 Construction:                          Limestone and glass
 Zoning:                                PDC, Planned Dev. Commercial
 Stories:                               10

 Sale Price:                            $35,000,000

 Terms of Sale:                         All Cash to Seller
                                        Cash Equivalent
 Economic Indicators:
     Effective Gross Income:            $5,261,200           Buyer's Proforma
     Less: Operating Expenses:          $1,766,200           Buyer's Proforma
     Net Operating Income:              $3,495,000           Buyer's Proforma

 Appraisal Indicators:
     Effective Gross Inc. Mult.:        6.65
     Overall Rate (OAR):                10.01%
     Discount Rate (IRR):               11.75%

 Sale Price/Square Foot (RSF):          S138.72

==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================

I-5 Continued

 Lease Expirations:                   7% 1996, 11% 1998, 14% 1999, 11% 2001

 Rent Growth:                         6 % 1996, 1997, 1998

 Major Tenant:                        Nortel: 144,879 SF, $19.65/SF, $3/SF Yr6

 Estimated Market Rent At Sale:       $20.00/SF



COMMENTS: This is the sale of a Class A building in the Tysons Corner
submarket. The seller occupies 144,879 square feet (57 percent) of the
building at a lease rate of $19.65 per square foot, full service, with an a
rent step of $3.00 per square foot in year 6. There are no commissions or
tenant improvements paid on the new lease. The balance of the building is
leased to five credit-worthy tenants. The building features a cafeteria and
fitness center. The income durability is good, with limited rollover through
the year 2001. The stabilized capitalization rate of 10.01 percent is derived
from the buyer's proforma. Their indicated cash-on-cash return was 9.1
percent. The buyer indicated that they were not the highest bidder on this
sale-leaseback transaction, but were finally selected based on their ability
to manage the building. Thus the transaction price per square foot is
considered somewhat low, and the return and yield rates high. The listing
broker reported an exposure time of less than three months.

The purchaser reported rent growth of 6% in years 1996 through 1998, and 4%
thereafter, and basing the acquisition on an 11.75% IRR.

DCA4-4023

==============================================================================
<PAGE>




                                                 Office Building Offering
==============================================================================



 I-6                                     Sale

 Building Name:                          Reston Plaza I & 11

 Location:                               12020 and 12030 Sunrise Valley
                                         Drive

                                         Reston, Fairfax County, VA

 Parcel Number:                          017-3-08-0003-B1 and B2

 Grantor:                                Aetna Life Insurance Company

 Grantee:                                Reston Plaza Office LLC
                                         (LaSalle Advisors)

 Date of Sale:                           07/25/96

 Recording Data:                         Deed Book 9762, Page 1986

 Recording Date:                         07/25/96

 Physical Description:

 Land Area:                              205,795 Square Feet
                                         4.72 Acres
 Net Rentable Area:                      126,557 Square Feet
 Year Built:                             1985
 Occupancy at Sale:                      100 %
 Parking:                                2.9/1,000 SF, Surface
 Quality:                                Average
 Construction:                           Concrete and Steel
 Zoning:                                 14, Fairfax County
 Stories:                                3
 
Sale Price:                              $13,650,000

Terms of Sale:                           All Cash to Seller
                                         Considered Cash Equivalent
Economic Indicators:

Effective Gross Income:                  $1,990,000               Actual
 Less: Operating Expenses:               $980,000                 Estimate
 Net Operating Income:                   $1,010,000               Estimate

Appraisal Indicators:
 Effective Gross Inc. Mult.:             6.86
 Overall Rate (OAR):                     7.4%

 Sale Price/Square Foot (RSF):           $107.86


==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================


I-6 Continued

Operating Expense Ratio:                                         49.2%

COMMENTS: 
     This is the sale of two, 100 percent occupied, good quality, office
     buildings situated at the northeast quadrant of Sunrise Valley Drive and
     Edmund Halley Drive in Reston. At the time of sale, there was about 1,700
     square feet of space available. The average lease rate was reported at
     $15.20/SF in Building I and $16.00/SF in Building II, full service.
     Contract rents were well below market at the time of sale. There was some
     other income from parking and expense recoveries were projected by the
     seller at $80,000 in 1996, dropping to $20,000 in 1997 due to non-recurring
     circumstances. Thus, we have estimated the net operating income at mid-year
     1996 to be about $1,010,000.

     The seller reported included proforma rent escalations of 6%, 5%, 4% and 3%
     thereafter for 1996 on. Their internal valuations applied a 12.0% IRR, but
     this was acknowledged to be conservative compared to today's market.

DCA4-4030


==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================



 I-7                                    Sale

 Building Name:                         Executive Park III

 Location:                              1850 Centennial Park Drive
                                        Reston, Fairfax County, VA

 Parcel Number:                         Tax Map 017-4-12-0011 -D4

 Grantor:                               AETNA Life Insurance Company

 Grantee:                               Massachusetts Mutual Life
                                        Insurance Company

 Date of Sale:                          05/31/96

 Recording Data:                        Deed Book 9716 Page 484

 Recording Date:                        05/31/96

 Physical Description:

 Land Area:                             231,270 Square Feet
                                        5.31 Acres
 Gross Building Area:                   104,620 Square Feet
 Net Rentable Area:                     104,620 Square Feet
 Year Built:                            1985
 Occupancy at Sale:                     100 %
 Parking:                               322 spaces or 3.1 per 1,000 SF
 Quality:                               Excellent
 Construction:                          Brick
 Zoning:                                13, Fairfax County
 Stories:                               6

Sale Price:                             $ 12,200,000

Terms of Sale:                          Cash to Seller; no major
                                        capital repairs needed.
Economic Indicators:
 Effective Gross Income:                $1,771,400          Actual
 Less: Operating Expenses:              $711,400            Actual
 Net Operating Income:                  $1,060,000          Actual

Appraisal Indicators:
 Effective Gross Inc. Mult.:            6.89
 Overall Rate (OAR):                    8.7%

Sale Price/Square Foot (GSF):           $116.61


==============================================================================
<PAGE>




                                                 Office Building Sale
==============================================================================



I-7 Continued


 Sale Price/Square Foot (RSF):                 $116.61

 Average Rents at Sale:                        $15.10/SF

 Seller's Market Rent Estimate:                $18.50/SF

 Tenant Turnover {1996-2000):                  2%, 9%, 6%, 26%, 33%

 Rent Spikes 1996-1999 (Seller)                6%, 5%, 4%, 3% Thereafter

COMMENTS: 
     This is the sale of an attractive, six-story, Class A office building,
     known as Executive Park III, in Reston, Fairfax County, Virginia. The
     building was 100 percent occupied in March of 1996. The largest tenant is
     PHP. Average rent in the building is $15.10 per square foot; this is below
     the seller's estimate of market rent of $ 18.50 per square foot. Operating
     expenses are estimated to be $6.80 per square foot.

     There is an underground storage tank that was tested and did not leak. No
     impact on value.

 DCA4-4045                                                                  

<PAGE>

                                                                         Addenda
================================================================================







                        Rent Roll Supplied by Management






================================================================================


<PAGE>


 [LOGO]   CB 
  COMMERCIAL

<TABLE>
<CAPTION>
====================================================================================================================================
   GREENWOOD CENTER
      RENT ROLL
       MAY 1997
====================================================================================================================================
                                                                       BASE       CHANGE     EXPENSE        RENT          CONTACT   
        TENANT               SUITE      NRSF    COMMENCE   EXPIRES     RENT        DATE        STOP     ESCALATION         NUMBER   
====================================================================================================================================
<S>                        <C>         <C>      <C>        <C>        <C>        <C>           <C>      <C>               <C>
  MANTECH (1ST FLOOR)         100       524     06/01/92   05/31/97   $12.17        N/A        $5.62    3% per annum       Ernie    
                                                                                                                          Crenshaw  
                                                                                                                          218-6000 
- ------------------------------------------------------------------------------------------------------------------------------------
    INTELISYS INC.            110      3,283    01/06/95   12/31/98   $14.68     01/01/98      $6.24    3% per annum      Jeff Gee  
                                       3,047    06/01/95   12/21/98   $14.68     01/01/98      $6.24    3% per annum      385-0347  
                                       -----                                                                                        
                             Total     6,330                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
    CB COMMERCIAL                                                                                                                   
  MANAGEMENT OFFICE                                                                                                        Bernie   
                              130      1,640       N/A        N/A       N/A         N/A         N/A         N/A            Grace    
                                                                                                                          273-3060 
- ------------------------------------------------------------------------------------------------------------------------------------
        VACANT                140      1,532       N/A        N/A       N/A         N/A         N/A         N/A             N/A     
- ------------------------------------------------------------------------------------------------------------------------------------
FAIRFAX FAMILY PRACTICE       200      7,968    09/01/96   08/31/06   $15.50     09/01/97      $5.95    3% per annum       Vicky    
                                                                                                                         Jubanowsky 
                                                                                                                          218-3500  
- ------------------------------------------------------------------------------------------------------------------------------------
                              210      9,033    05/27/94   05/26/00   $12.58     06/01/97      $5.77    3% per annum       Sharon   
                              500      19,872                                                                              Synan    
                                       ------                                                                                       
 WALCOFF & ASSOCIATES        Total     28,905                                                                             934-9848  
- ------------------------------------------------------------------------------------------------------------------------------------
   EASTERN TELECOM                                                                                                          Matt    
                                                                                                                          Eveland   
                              220      2,452    10/01/96   09/30/97   $15.09        N/A        $6.24        N/A           934-2720  
- ------------------------------------------------------------------------------------------------------------------------------------
  MANTECH - EXPANSION      6th floor   2,514    09/01/93   05/31/97   $14.68        N/A         N/A     3% per annum     see suite  
                                                                                                                            100     
- ------------------------------------------------------------------------------------------------------------------------------------
        MANTECH             various    97,190   06/01/92   05/31/97   $12.54        N/A        $5.62    3% per annum     see suite  
                                                                                                                            100     
- ------------------------------------------------------------------------------------------------------------------------------------
 TOTAL NET REHAB. AREA                148,955  (PER LEASE)      
==============================================================                                                                   
  STORAGE AND OTHERS      
- ------------------------
ENGINEER/JANITORIAL OFF       150      1,060                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
       BREAKROOM                        946                                      OCCUPIED     149,429      95.99%                   
- ------------------------------------------------------------------------------------------------------------------------------------
  TOTAL STORAGE AREA                   2,006                                      VACANT       1,532       1.01%                    
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                   TOTAL      160,961       100%     
- ------------------------------------------------------------------------------------------------------------------------------------
 GROSS LEASEABLE AREA                 150,951                                                                                       
====================================================================================================================================

<CAPTION>

================================================================================
                              SUBSIDIARY       PUB. TRADED
        TENANT                PARENT CO.       MARK SYMBOL
================================================================================
<S>                          <C>                <C>
  MANTECH (1ST FLOOR)                              NO
                                  NO               N/A
                                  N/A              N/A
- --------------------------------------------------------------------------------
    INTELISYS INC.                NO                NO
                                  N/A              N/A
                                                   N/A
- --------------------------------------------------------------------------------
    CB COMMERCIAL                             
  MANAGEMENT OFFICE                           
                                  N/A              N/A
- --------------------------------------------------------------------------------
                                              
        VACANT                    N/A              N/A
- --------------------------------------------------------------------------------
FAIRFAX FAMILY PRACTICE                             NO
                                  NO               N/A
                                  N/A              N/A
- --------------------------------------------------------------------------------
                                  NO                NO
                                  N/A              N/A
 WALCOFF & ASSOCIATES                              N/A
- --------------------------------------------------------------------------------
   EASTRER TELECOM                                  NO
                                  NO               N/A
                                  N/A              N/A
- --------------------------------------------------------------------------------
  MANTECH - EXPANSION        see suite 100      see suite
                                                   100
- --------------------------------------------------------------------------------
        MANTECH              see suite 100      see suite
                                                   100
- --------------------------------------------------------------------------------

</TABLE>
<PAGE>
            



                                                                         Addenda
================================================================================







                        Pro-Ject +plus Assumption Reports




================================================================================



<PAGE>



                                GREENWOOD CENTER
                            PROJECT DESIGNATOR: 7112
                           REVISION: 6/21/97 @ 18:18
                                 TENANT REGISTER

                TENANT                       SQUARE FEET   BEGIN DATE   END DATE
- ----------------------------------------     -----------   ----------   --------
#  1 - SUITE 100      MANTECH                      4,104       6/1997     5/2007
#  2 - SUITE 110      INTELISYS                    6,330       6/1995    12/1998
#  3 - SUITE 150      BREAK ROOM / STORG           2,394       1/1997    12/2016
#  4 - SUITE 200      FAIRFAX FAMILY               7,968       9/1996     8/1997
#  5 - SUITE 220      EASTERN TELECOM              2,452       6/1993     9/1997
#  6 - SUITE 250      VERSATILITY                  9.033       7/1997    12/2004
#  7 - SUITE 300      AEROTEK                     19,596       8/1997     7/2003
#  8 - SUITE 400      VACANT                       8,596      12/1997    11/2003
#  9 - SUITE 450      VACANT                      11,000      10/1997     9/2005
# 10 - SUITE 500      WALCOFF & ASSOCIAT          19,872       5/1994     5/2000
# 11 - SUITE 600      MANTEC                      19,872       6/1997     5/2007
# 12 - SUITE 700      LOGICON                     19,872       7/1997     6/2007
# 13 - SUITE 800      MANTEC                      19,872       6/1997     5/2007
                                               ---------
                                                           
         13     TENANTS                          150,961
                                               =========



<PAGE>




                                GREENWOOD CENTER
                            PROJECT DESIGNATOR: 7112
                            REVISION: 6/21/97 @ 18:18
                            MNEMONIC REFERENCE TABLE

AREA MEASURES
- -------------

NRA
OCCA

GROWTH RATES
- ------------

MKTG 
EXP1 
INC3 
INC4 
INC5 
CP25 
C275 
CPI2

MARKET RATES
- ------------

MKT1 
TIRN 
TINW
TIWA
RESR 
IND3

EXPENSES
- --------

TAX
OPEX
ADME 
MGTI 
OPE1 
BASE 
NONE

GLOBAL RECOVERIES
- -----------------

BYES


<PAGE>


<TABLE>
<CAPTION>
                                                          GREENWOOD CENTER
                                                      PROJECT DESIGNATOR: 7112
                                                     REVISION: 6/21/97 2 18:17
                                                      AVERAGE OCCUPANCY REPORT
                                                           FOR ALL TENANTS

                         1997        1998       1999        2000        2001       2002        2003        2004        2005
                        -------     -------    -------     -------     -------    -------     -------     -------     -------
<S>                      <C>        <C>        <C>         <C>         <C>        <C>         <C>         <C>         <C>    
JANUARY                  39,016     150,961    144,631     150,961     150,961    150,961     150,961     142,365     141,928
FEBRUARY                 39,016     150,961    144,631     150,961     150,961    150,961     150,961     142,365     141,928
MARCH                    39,016     150,961    144,631     150,961     150,961    150,961     150,961     142,365     141,928
APRIL                    39,016     150,961    144,631     150,961     150,961    150,961     150,961     150,961     141,928
MAY                      39,016     150,961    150,961     150,961     150,961    150,961     150,961     144,631     150,961
JUNE                     82,864     150,961    150,961     131,089     150,961    150,961     150,961     144,631     150,961
JULY                    111,769     150,961    150,961     131,089     150,961    150,961     150,961     144,631     150,961
AUGUST                  131,365     150,961    150,961     131,089     150,961    150,961     131,365     144,631     150,961
SEPTEMBER               133,817     150,961    150,961     131,089     150,961    150,961     131,365     150,961     150,961
OCTOBER                 142,365     150,961    150,961     150,961     150,961    150,961     131,365     150,961     120,085
NOVEMBER                142,365     150,961    150,961     150,961     150,961    150,961     131,365     150,961     120,089
DECEMBER                150,961     150,961    150,961     150,961     150,961    150,961     142,365     150,961     120,089
                        -------     -------    -------     -------     -------    -------     -------     -------     -------
AVERAGE SF
OCCUPIED-OCCA            90,882     150,961    148,851     144,337     150,961    150,961     143,713     146,702     140,232

TOTAL SF-NRA            150,961     150,961    150,961     150,961     150,961    150,961     150,961     150,961     150,961
                        -------     -------    -------     -------     -------    -------     -------     -------     -------
OCCUPANCY %               60.20      100.00      98.60       95.61      100.00     100.00       95.20       97.18       92.89
                        =======     =======    =======     =======     =======    =======     =======     =======     =======

<CAPTION>
                      2006        2007        2008       2009        2010        2011
                    -------     -------     -------    -------     -------     -------
JANUARY             120,089     150,961     150,961    131,365     150,961     150,961
FEBRUARY            150,961     150,961     150,961    131,365     150,961     120,089
MARCH               150,961     150,961     150,961    131,365     150,961     120,089
APRIL               150,961     150,961     150,961    142,365     150,961     120,089
MAY                 150,961     150,961     150,961    142,365     141,928     120,089
JUNE                150,961     107,113     150,961    142,365     141,928     150,961
JULY                150,961      87,241     150,961    142,365     141,928     150,961
AUGUST              150,961      87,241     150,961    150,961     141,928     150,961
SEPTEMBER           140,541      87,241     150,961    144,631     150,961     150,961
OCTOBER             140,541     131,089     150,961    144,631     150,961     150,961
NOVEMBER            140,541     150,961     150,961    144,631     150,961     150,961
DECEMBER            140,541     150,961     131,365    144,631     150,961     150,961
                    -------     -------     -------    -------     -------     -------
AVERAGE SF
OCCUPIED-OCCA       144,915     129,721     149,328    141,087     147,950     140,670

TOTAL SF-NRA        150,961     150,961     150,961    150,961     150,961     150,961
                    -------     -------     -------    -------     -------     -------
OCCUPANCY %           95.99       85.93       98.92      93.46       98.01       93.18
                    =======     =======     =======    =======     =======     =======
</TABLE>


<PAGE>




                                GREENWOOD CENTER
                            PROJECT DESIGNATOR: 7112
                            REVISION: 6/24/97 @ 16:09
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF GREENWOOD CENTER BEGINNING 7/1957
FOR 15 YEARS ON A FISCAL YEAR BASIS

AREA MEASURES
- -------------

NRA
1997 VALUE - 150,961 
THEREAFTER - CONSTANT

 1997:    150,961  l998:     150,961   l999:     150,961  2000:     150,961
 2001:    150,961  2002:     150,961   2003:     150,961  2004:     150,961
 2005:    150,961  2006:     150,961   2007:     150,961  2008:     150,961
 2009:    150,961  2010:     150,961   2011:     150,961

 OCCA
 1997 VALUE -      90,882
 1998 VALUE -     150,961
 1999 VALUE -     148,851
 2000 VALUE -     144,337
 2001 VALUE -     150,961
 2002 VALUE -     150,961
 2003 VALUE -     143,713
 2004 VALUE -     146,702
 2005 VALUE -     140,232
 2006 VALUE -     144,915
 2007 VALUE -     129,721
 2008 VALUE -     149,328
 2009 VALUE -     141,087
 2010 VALUE -     147,950
 2011 VALUE -     140,670
 THEREAFTER - CONSTANT

 l997:     90,882    l998:    150,961   l999:    148,851   2000:    144,337
 2001:    150,961    2002:    150,961   2003:    143,713   2004:    146,702
 2005:    140,232    2006:    144,915   2007:    129,721   2008:    149,328
 2009:    141,087    2010:    147,950   2011:    140,670            
                                                                         
 GROWTH RATES                                                        
 ------------

 MKTG
 1997 VALUE -          1.75
 1998 VALUE -          3.50

THEREAFTER - CONSTANT

 l997:     1.7500  l998:       3.5000  l999:      3.5000     2000:   3.5000
 2001:     3.5000  2002:       3.5000  2003:      3.5000     2004:   3.5000
 2005:     3.5000  2006:       3.5000  2007:      3.5000     2008:   3.5000
 2009:     3.5000  2010:       3.5000  2011:      3.5000 

 EXPl
 l997 VALUE -      3.50
 THEREAFTER - CONSTANT

 1997:     3.5000  1998:       3.5000  1999:      3.5000     2000:   3.5000




<PAGE>


                                                                          PAGE 2

 2001:     3.5000    2002:    3.5000   2003:      3.5000  2004:      3.5000
 2005:     3.5000    2006:    3.5000   2007:      3.5000  2008:      3.5000
 2009:     3.5000    2010:    3.5000   2011:      3.5000

 INC3
 l997 VALUE -         3.00
 1998 VALUE -         3.00
 THEREAFTER - CONSTANT

 l997:     3.0000    l998:     3.0000  l999:      3.0000  2000:      3.0000
 2001:     3.0000    2002:     3.0000  2003:      3.0000  2004:      3.0000
 2005:     3.0000    2006:     3.0000  2007:      3.0000  2008:      3.0000
 2009:     3.0000    2010:     3.0000  2011:      3.0000

 INC4
 1997 VALUE -         4.00
 1998 VALUE -         4.00
 THEREAFTER - CONSTANT

 l997:     4.0000    1998:     4.0000  l999:      4.0000  2000:      4.0000
 2001:     4.0000    2002:     4.0000  2003:      4.0000  2004:      4.0000
 2005:     4.0000    2006:     4.0000  2007:      4.0000  2008:      4.0000
 2009:     4.0000    2010:     4.0000  2011:      4.0000

 INC5
 1997 VALUE -         5.00
 1998 VALUE -         5.00
 THEREAFTER - CONSTANT

 1997:     5.0000    l998:     5.0000  l999:      5.0000  2000:      5.0000
 2001:     5.0000    2002:     5.0000  2003:      5.0000  2004:      5.0000
 2005:     5.0000    2006:     5.0000  2007:      5.0000  2008:      5.0000
 2009:     5.0000    2010:     5.0000  2011:      5.0000

 CP25
 1997 VALUE -         2.50
 1998 VALUE -         2.50
 THEREAFTER - CONSTANT

 1997:     2.5000     l999:    2.5000  1999:      2.5000   2000:      2.5000
                     
 2001:     2.5000     2002:    2.5000  2003:      2.5000   2004:     2.5000
 2005:     2.5000     2006:    2.5000  2007:      2.5000   2008:     2.5000
 2009:     2.5000     2010:    2.5000  2011:      2.5000
                  
 C275
 1997 VALUE -        2.75
 1998 VALUE -        2.75

THEREAFTER - CONSTANT

 l997:     2.7500  l998:       2.7500  l999:      2.7500   2000:     2.7500
 2001:     2.7500  2002:       2.7500  2003:      2.7500   2004:     2.7500
 2005:     2.7500  2006:       2.7500  2007:      2.7500   2008:     2.7500
 2009:     2.7500  2010:       2.7500  2011:      2.7500

 CPI2
 1997 VALUE -         2.00
 THEREAFTER - CONSTANT

 1997:     2.0000  l998:       2.0000  l999:      2.0000   2000:     2.0000
 2001:     2.0000  2002:       2.0000  2003:      2.0000   2004:     2.0000
 2005:     2.0000  2006:       2.0000  2007:      2.0000   2008:     2.0000
 2009:     2.0000  2010:       2.0000  2011:      2.0000




<PAGE>


                                                                          PAGE 3

MARKET RATES
- ------------

MRT1
1997 VALUE - 21.00
THEREAFTER - GROWING AT GROWTH RATE MXTG

 1997:   21.0000   1998:    21.3675    1999:     22.1154     2000:  22.8894
 2001:   23.6905   2002:    24.5197    2003:     25.3779     2004:  26.2661
 2005:   27.1854   2006:    28.1369    2007:     29.1217     2008:  30.1410
 2009:   31.1959   2010:    32.2878    2011:     33.4178  
                                    
 TIRE
 1997 VALUE -        4.00

THEREAFTER - GROWING AT GROWTH RATE EXP1

 1997:     4.0000  1998:    4.1400     1999:      4.2849  2000:     4.4349
 2001:     4.5901  2002:    4.7507     2003:      4.9170  2004:     5.0891
 2005:     5.2672  2006:    5.4516     2007:      5.6424  2008:     5.8399
 2009:     6.0443  2010:    6.2558     2011:      6.4748
                                   
 TINW
 1997 VALUE -        8.00

THEREAFTER - GROWING AT GROWTH RATE EXP1

 1997:    8.0000  1998:     8.2800     1999:      8.5698  2000:     8.8697
 2001:    9.1802  2002:     9.5015     2003:      9.8340  2004:     10.1782

 2005:   10.5345  2006:    10.9032     2007:     11.2848  2008:     11.6798
 2009:   12.0885  2010:    12.5116     2011:     12.9496

TIWA
  +60.0% OF TIRN +40.0` OF TINW

 1997:    5.6000    1998:     5.7960   1999:     5.9989   2000:     6.2088
 2001:    6.4261    2002:     6.6510   2003:     6.8838   2004:     7.1248
 2005:    7.3741    2006:     7.6322   2007:     7.8994   2008:     8.1758
 2009:    8.4620    2010:     8.7582   2011:     9.0647

 RESR
 1997 VALUE -        0.15
 THEREAFTER - GROWING AT GROWTH RATE EXP1

     1997: 0.1500 1998: 0.1552 1999: 0.1607 2000: 0.1663 2001: 0.1721 2002:
0.1782 2003: 0.1844 2004: 0.1908 2005: 0.1975 2006: 0.2044 2007: 0.2116 2008:
0.2190 2009: 0.2267 2010: 0.2346 2011: 0.2428

 IND3
 1997 VALUE -        100
 THEREAFTER - GROWING AT GROWTH RATE INC3

 1997: 100.0000        1998:    103.0000  1999:    106.0900     2000:   109.2727
 2001: 112.5509        2002:    115.9274  2003:    119 4052     2004:   122.9874
 2005: 126.6770        2006:    130.4773  2007:    134.3916     2008:   138.4234
 2009: 142.5761        2010:    146.8533  2011:    151.2589
                
MISCELLANEOUS INCOMES
- ---------------------




<PAGE>


                                                                          PAGE 4

OTHER INCOME
1997 VALUE - 2,000
THEREAFTER - GROWING AT GROWTH RATE CPI2

 1997:      2,000   1998:       2,040  1999:       2,081  2000:     2,122
 2001:      2,165   2002:       2,208  2003:       2,252  2004:     2,297
 2005:      2,343   2006:       2,390  2007:       2,438  2008:     2,487
 2009:      2,536   2010:       2,587  2011:       2,639

EXPENSES

PROPERTY TAXES , REFERRED TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE - 185,901
1998 VALUE - 231,240
THEREAFTER - GROWING AT GROWTH AATE EXP1

 1997: 185,901         1998: 231,240       1999: 239,333       2000:    247,710
 2001: 256,380         2002: 265,353       2003: 274,641       2004:    284,253
 2005: 294,202         2006: 304,499       2007: 315,156       2008:    326,187
 2009: 337,603         2010: 349,419       2011: 361,649      
                                                        
OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE - 626,500.
THEREAFTER - GROWING AT GROWTH AATE EXP1

 1997: 626,500        1998: 648,428      1999:     671,122     2000:    694,612
 2001: 718,923        2002: 744,085      2003:     770,128     2004:    797,083
 2005: 824,981        2006: 853,855      2007:     883,740     2008:    914,671
 2009: 946,684        2010: 979,818      2011:  1,014,112
               
 ADMINISTRATIVE , REFERRED TO AS ADME
 CHARGED AGAINST NET OPERATING INCOME
 1997 VALUE - 113,200
 THEREAFTER - GROWING AT GROWTH RATE EXP1

 1997: 113,200        1998: 117,162   1999:  121,263          2000:    125,507
 2001: 129,900        2002: 134,446   2003:  139,152          2004:    144,022
 2005: 149,063        2006: 154,280   2007:  159,680          2008:    165,269
 2009: 171,053        2010: 177,040   2011:  183,236
              
MANAGEMENT FEES , REFERRED TO AS MGTI
AN INFORMATIONAL EXPENSE

 1997 VALUE -      67,716
 1998 VALUE -      86,911
 1999 VALUE -      90,413
 2000 VALUE -      93,786
 2001 VALUE -     104,169
 2002 VALUE -     108,324
 2003 VALUE -     106,716
 2004 VALUE -     111,767
 2005 VALUE -     110,839
 2006 VALUE -     120,362
 2007 VALUE -     110,306
 2008 VALUE -     130,233
 2009 VALUE -     127,506
 2010 VALUE -     139,025
 2011 VALUE -     136,393
 THEREAFTER - CONSTANT

 1997: 67,716     1998:  86,911                 1999: 90,413     2000:  93,786
                                                            
4539tiO



<PAGE>




PAGE 5

 2001:     104,169     2002:     108,324    2003:   106,716     2004:  111,767
 2005:     110,839     2006:     120,362    2007:   110,306     2008:  130,233
 2009:     127,506     2010:     139,025    2011:   136,393    
                                                            
OPERATING EXPENSES, REFERRED TO AS OPE1
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0` OF OPEX
+100.0% OF AOME+100.0% OF MGTI

1997:    993,317     1998:     1,083,741      1999:  1,122,131  2000:  1,161,615
2001:  1,209,372     2002:     1,252,209      2003:  1,290,636  2004:  1,337,125
2005:  1,379,084     2006:     1,432,996      2007:  1,468,881  2008:  1,536,359
2009:  1,582,846     2010:     1,645,302      2011:  1,695,390
                                          
Base Year Expense , REFERRED TO AS BASE
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEN
+100.0% OF ADME+100.0% OF MGTI

1997:   993,317     1998:   1,083,741   1999:   1,122,131    2000:  1,161,615 
2001: 1,209,372     2002:   1,252,209   2003:   1,290,636    2004:  1,337,125 
2005: 1,379,084     2006:   1,432,996   2007:   1,468,881    2008:  1,536,359 
2009: 1,582,846     2010:   1,645,302   2011:   1,695,390    
                                                           
NON-RECOYEAM3LE , REFERRED TO AS NONE
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE - 30,200
THEREAFTER - GROWING AT GROWTH RATE EXP1

 1997:    30,200       1998:   31,257     1999:      32,351     2000:   33,483
 2001:    34,655       2002:   35,868     2003:      37,124     2004:   38,423
 2005:    39,768       2006:   41,159     2007:      42,600     2008:   44,091
 2009:    45,634       2010:   47,231     2011:      48,885  
                                      
VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME 
FOR ALL TENANTS SUBJECT TO VACANCY 
1997 VALUE -       2.00 
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------


PERCENTAGE OF EFFECTIVE GROSS INCOME 
FOR ALL TENANTS 
PASSED THROUGH TO TENANTS USING EXPENSE MGTI 
1997 VALUE -       3.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD  METHOD #1 - 5.000% OF TOTAL RENT 
STANDARD  METHOD #2 - 2.000% OF TOTAL RENT 
STANDARD  METHOD #3 - 3.200% OF TOTAL RENT
STANDARD  METHOD #4 - 0.000% OF TOTAL RENT


<PAGE>


                                                                          PAGE 6

STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT 
STANDARD METHOD #2 - CASHED OUT 
STANDARD METHOD #3 - CASHED OUT 
STANDARD METHOD #4 - CASHED OUT 
STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------
        
1997 VALUE -    0.00
1998 VALUE -    0-00
1999 VALUE -    0.0C
2000 VALUE -    0.00
2001 VALUE -    0-00
2002 VALUE -    0.00
2003 VALUE -    0.00
2004 VALUE -    0.00
2005 VALUE -    0.00
2006 VALUE -    0.00
2007 VALUE -    0-00
2008 VALUE -    0.00
2009 VALUE -    0.00
2010 VALUE -    0.00
2011 VALUE -    0.00
THEREAFTER - CONSTANT

ALTERATION PAYOUTS
- ------------------
STANDARD METHOD #1 - CASHED OUT 
STANDARD METHOD #2 - CASHED OUT 
STANDARD METHOD #3 - CASHED OUT 
STANDARD METHOD #4 - CASHED OUT 
STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE

CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

 1997:     22,644      1998:     23,437     1999:    24,257    2000:      25,106
 2001:     25,985      2002:     26,894     2003:    27,835    2004:      28,810
 2005:     29,818      2006:     30,862     2007:    31,942    2008:      33,060
 2009:     34,217      2010:     35,414     2011:    36,654               
                                                                    


<PAGE>




                                                                        PAGE   7

PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE

SECONDMY CLASSIFICATION CODES
- -----------------------------

NONE

COST CENTERS
- ------------

NONE

SALES VOLUME PROFILE
- --------------------

            PERCENT OF      RELATIVE
  MONTH    ANNUAL SALES      VOLUME
  -----    ------------      ------
   JAN         8.33%          1.00
   FEB         8.33%          1.00
   MM          8.33%          1.00
   APR         8.33'          1.00
   MAY         8.33%          1.00
   JUN         8.33%          1.00
   JUL         8.33%          1.00
   AUG         8.33%          1.00
   SEP         8.33%          1.00
   OCT         8.33%          1.00
   NOV         8.33%          1.00
   DEC         8.33%          1.00
             ------          -----
 TOTALS      100.00%         12.00

GLOBAL RECOVERIES
- -----------------

Base Year Expense, REFERRED TO AS BYES
PRO RATA SHARE RECOVERY OF EXPENSE BASE PRO RATED ON TENANT SQUARE FOOTAGE OVER
AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOTAGE
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPAETED AS AMOUNTS/SQUME FOOT/YEAR

RENEWAL RENTS ME COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ME NOT CONDITIONAL ON GOING TO MARKET



<PAGE>


                                                                          PAGE 8



REFERENCE TENANTS
- -----------------

NONE



<PAGE>


                                GREENWOOD CENTER
                            PROJECT DESIGNATOR: 7112
                            REVISION: 6/21/97 @ 18:18
                           PROJECT ASSUMPTIONS REPORT
                                FOR TENANTS ONLY
                              INCLUDING ALL TENANTS

TENANTS
- -------

THERE ARE A TOTAL OF 13 LEASEHOLD TENANT(S):

- --------------------------------------------------------------------------------

# 1 - SUITE 100     , MANTECH
BASE LEASE DATS:      6/1997 TO 5/2007
TYPE OF TENANT:       OFFICE
SQUARE FOOTAGE:       4,104
MARKET RATE: MKTl
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - 19.80/SF/YR
THEREAFTER - GROWING AT 4.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: 373,000
PAYOUT: CASHED OUT

ALTERATIONS: 12.00/SF
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 2 - SUITE 110 , INTELISYS
BASE LEASE DATES: 6/1995 TO 12/1998


<PAGE>


                                                                          PAGE 2

TYPE OF TENANT:    OFFICE
SQUARE FOOTAGE:     6,330
MARKET RATE: MKTl
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 14.25/SF/YR
CHANGING TO - 14.57/SF/YR ON 1/1997
CHANGING TO - 15.12/SF/YR ON 1/1998

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
BASED ON AN ABSOLUTE PERCENTAGE OF 4.20%
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF 6.24/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES
 2          5.00         4     NONE      NONE        YES        YES
 3          5.00         4     NONE      NONE        YES        YES



RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 3 - SUITE 150        , BREAK ROOM / STORG
BASE LEASE DATES:        1/1997 TO 12/2016
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          2,394
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -          0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE




<PAGE>




                                                                         PAGE  3

SPECULATIVE RENEWALS: NONE

- --------------------------------------------------------------------------------

# 4 - SUITE 200      , FAIRFAX FAMILY

BASE LEASE DATES:      9/1996 TO B/1997
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        7,968
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
l998 VALUE - 16.50/SF/YR
THEREAFTER - GROWING AT 3.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF     5.95/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

OPTION 1 DATES:             9/1997 TO 8/2006
SQUARE FOOTAGE:             10,420

MINIMUM RENT:
INITIAL RENT - 17.00/SF/YR
CHANGING TO  - 17.50/SF/YR ON 9/2001
WITH 2 MONTHS OF FREE RENT

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE  RECOVERY OF EXPENSE OPEl PRO RATED ON TENANT SQUARE FOOTAGE OVER
AREA MEASURE NRA  CALCULATED  ON AN ACCRUAL  BASIS WITH A CALENDAR  YEAR EXPENSE
WITH NO CAP 
AND A BASE OF 5.95/SF  MULTIPLIED BY AREA MEASURE NRA 

CPI ADJ INDEX: IND3 
CPI RENTAL  ADJUSTMENT BASED ON AN INDEX OF MARKET RATE IND3 
WITH A BASE OF THE INDEX VALUE IN THE OCCUPANCY YEAR 
ACTING ON 100.00% OF THE OCCUPANCY YEAR BASE RENT 
WITH A COMPOUNDED CAP OF 3.00% 
AND CONTINUOUS ANNUAL GROWTH 
MONTHLY PAYMENT ON A CASH BASIS  USING A LEASE YEAR  COMPUTATION  
NOT CHARGED IN LIEU OF OVERAGE RENT FOR RETAIL LEASES 

COMMISSIONS: NONE 

ALTERATIONS: 45,000 
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES
 2          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:


<PAGE>


                                                                          PAGE 4

MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 5 - SUITE 220     , EASTERN TELECOM
BASE LEASE DATES:     6/1993 TO 9/1997
TYPE OF TENANT:       OFFICE
SQUARE FOOTAGE:       2,452
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - 15.09/SF/YR
THEREAFTER - GROWING AT GROWTH RATE INC3

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF 6.24/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

- --------------------------------------------------------------------------------

# 6 - SUITE 250   , VERSATILITY
BASE LEASE DATES:   7/1997 TO 12/2004
TYPE OF TENANT:     OFFICE
SQUARE FOOTAGE:     9,033
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 19.00/SF/YR
CHANGING TO  - 20.50/SF/YR ON 7/2003

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE  RECOVERY OF EXPENSE OPE1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA  
CALCULATED  ON AN ACCRUAL BASIS WITH A CALENDAR  YEAR EXPENSE
WITH NO CAP 
AND A BASE OF THE EXPENSE VALUE IN THE OCCPANCY YEAR 

CPI AWE INDEX: IND3 
CPI RENTAL ADJUSTMENT BASED ON AN INDEX OF MARKET RATE IND3


<PAGE>


                                                                          PAGE 5

WITH A BASE OF THE INDEX VALUE IN THE OCCUPANCY YEAR
ACTING ON 100.00% OF THE OCCUPANCY YEAR RENT (NO GRACE)
WITH A COMPOUNDED CAP OF 3.00%
AND CONTINUOUS ANNUAL GROWTH
MONTHLY PAYMENT ON A CASH BASIS USING A LEASE YEAR COMPUTATION
NOT CHARGED IN LIEU OF OVERAGE RENT FOR RETAIL LEASES

COMMISSIONS: STANDARD METHOD #l
PAYOUT: CASHED OUT

ALTERATIONS: 5.00/SF
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES
 2          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 7 - SUITE 300          , AEROTEK
BASE LEASE DATES:          8/1997 TO 7/2003
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            19,596
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 14.09/SF/YR
CHANGING TO  - 21.75/SF/YR ON 1/1998

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

CPI AWE INDEX: IND3 
CPI RENTAL ADJUSTMENT BASED ON AN INDEX OF MARKET RATE IND3
WITH A BASE OF THE INDEX VALUE IN THE OCCUPANCY YEAR
ACTING ON 100.00% OF THE OCCUPANCY YEAR RENT (NO GRACE)
WITH A COMPOUNDED CAP OF 3.00%
AND CONTINUOUS ANNUAL GROWTH
MONTHLY PAYMENT ON A CASH BASIS USING A LEASE YEAR COMPUTATION

<PAGE>


                                                                          PAGE 6

NOT CHARGED IN LIEU OF OVERAGE RENT FOR RETAIL LEASES
COMMISSIONS: 3.00%
PAYOUT:      CASHED OUT

ALTERATIONS: 11.33/SF
PAYOUT:      CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES
 2          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------
# 8 - SUITE 400     , VACANT
BASE LEASE DATES:     12/1997 TO 11/2003
TYPE OF TENANT:       OFFICE
SQUARE FOOTAGE:       8,596
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARRET RATE MRT1
THEREAFTER - GROWING AT GROWTH RATE INC3

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR } EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: STANDARD METHOD #1
PAYOUT: CASHED OUT

ALTERATIONS: 8.00/SF
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES




<PAGE>


                                                                          PAGE 7
 2          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------
# 9 - SUITE 450       , VACANT
BASE LEASE DATES:       10/1997 TO    9/2005
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         11,000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 21.00/SF/YR
CHANGING TO  - 22.00/SF/YR ON 10/2003

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

CPI RENTAL ADJUSTMENT BASED ON AN INDEX OF MARKET RATE IND3
WITH A BASE OF THE INDEX VALUE IN THE OCCUPANCY YEAR
ACTING ON 100.00% OF THE OCCUPANCY YEAR RENT (NO GRACE)
WITH A COMPOUNDED CAP OF 3.00%
AND CONTINUOUS ANNUAL GROWTH
MONTHLY PAYMENT ON A CASH BASIS USING A LEASE YEAR COMPUTATION
NOT CHARGED IN LIEU OF OVERAGE RENT FOR RETAIL LEASES

COMMISSIONS: STANDARD METHOD #1
PAYOUT: CASHED OUT

ALTERATIONS: 8.00/SF
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES
 2          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM


<PAGE>


                                                                          PAGE 8

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 10 - SUITE 500      , WALCOFF & ASSOCIATE
BASE LEASE DATES:       5/1994 TO 5/2000
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         19,872
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - 12.58/SF/YR
THEREAFTER - GROWING AT GROWTH RATE INC3

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPEl
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF   5.77/SF MULTIPLIED BY AREA MEASURE NRA


COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES
 2          5.00         4     NONE      NONE        YES        YES
 3          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT




<PAGE>


- --------------------------------------------------------------------------------

                                                                          PAGE 9

# 11 - SUITE 600      , MANTECH
BASE LEASE DATES:       6/1997 TO 5/2007
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:         19,872
MARKET RATE: MKT1
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - 19.80/SF/YR
THEREAFTER - GROWING AT 4.00%

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: 12.00/SF
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 12 - SUITE 700           , LOGICON
BASE LEASE DATES:            7/1997 TO 6/2007
TYPE OF TENANT:              OFFICE
SQUARE FOOTAGE:              19,872
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - 20.00/SF/YR
THEREAFTER - GROWING AT 3.00%

RECOVERIES:


<PAGE>


                                                                         PAGE 10

OPERATING EXPENSES
PRO RATA SHARE = RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: STANDARD METHOD #1
PAYOUT: CASHED OUT

ALTERATIONS: 8.00/SF
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 13 - SUITE 800       , MANTECH
BASE LEASE DATES:      6/1997 TO    5/2007
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:        19,872
MARKET RATE: MRT1
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - 19.80/SF/YR
THEREAFTER - GROWING AT 4.00t

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMISSIONS: NONE

ALTERATIONS: 12.00/SF
PAYOUT: CASHED OUT

SPECULATIVE RENEWALS:


<PAGE>


                                                                         PAGE 11

            LENGTH    VACANT   SO FT  MONTHS OF
TERM     YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ----     ------------ ------ -------- --------- ----------- -----------
 l          5.00         4     NONE      NONE        YES        YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPE1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT



<PAGE>

                                                                         Addenda

================================================================================






                                Investor Survey






================================================================================



<PAGE>




<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                                  OFFICE MARKET - URBAN/CBD
====================================================================================================================================
                                9.5%   10.0%   10.0%    10.0%    11.5%    11.5%    3.0%    3.0%    3.0%   4.0%   10.0   10.0
                                9.5%   10.0%   10.0%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               13.0%   13.0%    -        -       14.0%    14.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.3%    9.3%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    9.0%    8.5%     9.0%    10.5%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      11      11      10       11       11       11      11      11      11     11      11     11
Average (%)                     9.2%    9.6%    9.2%     9.7%    11.7%    12.0%    3.3%    4.2%    3.4%   3.9%    8.5    9.5

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%   10.0%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               15.0%   15.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%   10.0%    9.0%    10.0%    12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
Responses                        8      8       6        6        7        7       7       7       7      7       7      7
Average (%)                     10.0%  10.4%    9.7%    10.3%    12.8%    13.1%    3.3%    4.7%    3.5%   4.0%    8.3    9.7

====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                                8.0%    9.0%    9.5%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               12.0%   12.0%    -        -       13.0%    13.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                -       -       -        -       12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
Responses                        8      8       7        7        9        9       9       9       9      9       9      9
Average (%)                      9.4%  10.0%    9.6%    10.2%    12.8%    13.5%    3.5%    4.6%    3.5%   3.9%    7.6    8.9

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   12.0%    12.0%    15.0%    15.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.8%    9.8%   10.8%    10.8%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                               14.0%   14.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       6       6       5        5        6        6       6       6       6      6       6      6
Average (%)                    10.7%   11.0%   10.5%    11.2%    14.6%    15.3%    3.2%    4.8%    3.3%   3.9%    8.0    8.8

                           =========================================================================================================
Total Responses                33      33      28       28       33       33      33      33      33     33     33      33
Weighted Average (%)            9.8%   10.3%    9.7%    10.3%    13.0%    13.5%    3.3%    4.6%    3.4%   3.9%   8.1%    9.2
                           =========================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially lease Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues



8 REAL ESTATE OUTLOOK


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON-CBD
====================================================================================================================================
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               11.0%   11.0%    -        -       12.0%    12.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.5%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                               10.0%   11.0%   10.5%    11.0%    12.0%    12.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.1%    9.1%   10.1%    10.1%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.5%    11.5%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    12.0%    13.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      - 
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      16      16      14       14       15       15      15      15      15     15      15     15
Average %                       8.8%    9.5%    9.3%     9.9%    11.2%    11.6%    3.5%    4.4%    3.6%   3.8%    8.9    9.7
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.8%    11.8%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                               12.0%   12.0%    -        -       18.0%    18.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.0%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    14.0%    15.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               10.0%   11.0%    -        -        -        -       -       -       -      -       -      -
                               10.0%   11.0%   10.0%    11.0%    12.0%    13.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      13      13      11       11       12       12      12      12      12     12      12     12
Average %                       9.5%   10.0%    9.8%    10.2%    12.0%    12.5%    3.4%    4.5%    3.4%   3.7%    8.6    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%    -        -       13.0%    13.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%    9.0%     9.0%    17.0%    20.0%    4.0%    7.00%   4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    10.6%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.1%    9.7%    9.5%    10.0%    13.4%    14.3%    3.1%    4.6%    3.4%   3.8%    7.2    8.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%    -        -       18.0%    18.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                               11.0%   11.0%   11.0%    11.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.6%    9.6%   10.6%    10.6%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%   10.0%    11.0%    20.0%    20.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.7%   10.0%   10.0%    10.5%    14.5%    15.2%    2.9%    4.3%    3.2%   3.6%    7.2    8.0
                       =============================================================================================================
Total responses                49      49      41       41       45       45      45      45      45     45      45     45
Weighted Average (%)            9.3%    9.8%    9.7%    10.1%    12.8%    13.4%    3.2%    4.4%    3.4%   3.7%    8.0    8.8
                       =============================================================================================================
</TABLE>



                                                                     AUTUMN 1996


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                     INDUSTRIAL MARKET-WAREHOUSE/DISTRIBUTION
====================================================================================================================================
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%   10.0%    9.5%    10.0%    11.0%    12.0%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10       10       10      10      10      10     10      10     10
Average (%)                     8.8%    9.2%    9.4%     9.8%    10.9%    11.0%    2.9%    4.0%    3.3%   3.8%    9.8   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.3%    11.3%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       7       7       7        7        7        7       7       7       7      7       7      7
Average(%)                      9.3%    9.5%   10.0%    10.2%    11.2%    11.2%    2.8%    4.3%    3.2%   3.9%    9.7   10.1
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4      4       4
Average (%)                     9.7%    9.9%   10.4%    10.8%    11.9%    11.9%    2.4%    4.8%    3.3%   4.1%   9.5    10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   13.0%    13.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                    10.1%   10.4%   10.9%    11.3%    12.4%    12.4%    2.4%    4.8%    3.3%   4.1%    9.5   10.3
                       =============================================================================================================
Total Responses                25      25      25       25       25       25      25      25      25     25      25     25
Weighted Average (%)            9.5%    9.7%   10.2%    10.5%    11.6%    11.6%    2.6%    4.5%    3.2%   4.0%    9.6   10.2
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties.

"Value Added" denotes properties which require more active management due to
leasing issued and/or additional capital investment for physical issues




10 REAL ESTATE OUTLOOK


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                       INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
====================================================================================================================================
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                                9.0%    9.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.7%    10.7%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS B-LEASED ASSET                                                                                                                
====================================================================================================================================
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     9.3%    9.8%    9.8%    10.8%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.5%   10.0%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.4%   10.0%    9.9%    10.9%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%   11.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.6%   10.2%   10.0%    11.0%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
                             
                       =============================================================================================================
Total Responses                18      18      14       14       18       18      18      18      18     18      18     18
Weighted Average (%)            9.3%    9.8%    9.8%    10.8%    12.0%    12.4%    3.3%    4.0%    3.2%   3.9%    8.5    9.8
                       =============================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require mor active management due to
leasing issues and/or additional capital investment for physical issues.


                                                                     AUTUMN 1996



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                RETAIL MARKET-NEIGHBORHOOD & COMMUNITY CENTERS
====================================================================================================================================
                                9.0%   10.5%    9.5%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                               10.3%   10.3%   10.8%    10.8%    13.0%    13.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%    9.0%   10.0%    10.0%    10.0%    10.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.5%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       9       9       8        8        8        8       9       9       9      9       9      9
Average (%)                     9.3%    9.8%   10.0%    10.4%    11.9%    12.1%    2.9%    3.7%    3.4%   3.9%    8.9    9.4
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   11.3%    11.3%    14.0%    14.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.5%   10.5%    -        -        -        -       -       -       -      -       -      -

Responses                       6       6       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.5%   10.0%   10.4%    11.1%    12.3%    12.3%    2.3%    3.8%    3.3%   4.2%    9.0    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               11.0%   11.0%    9.5%     9.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       7       7       5        5        5        5       6       6       6      6       6      6
Average (%)                     9.7%   10.3%   10.1%    10.7%    13.8%    14.6%    2.8%    4.0%    3.1%   3.8%    8.5%   9.0%
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               13.0%   13.0%   14.0%    14.0%    14.0%    14.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               11.0%   11.0%   10.5%    10.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       6       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.3%   10.8%   10.8%    11.5%    14.2%    15.0%    2.8%    4.0%    3.1%   3.8%    8.5    9.0

                       =============================================================================================================
Total Responses                28      28      22       22       22       22      26      26      26     26      26     26
Weighted Average (%)            9.7%   10.2%   10.3%    10.9%    13.0%    13.5%    2.7%    3.9%    3.2%   4.0%    8.7    9.3
                       =============================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                      RETAIL MARKET-POWER CENTERS & "BIG BOX"
====================================================================================================================================
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%    9.5%     9.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
                               10.5%   10.5%   10.5%    10.5%    11.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.4%    11.4%    3.8%    3.8%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.3%    9.3%    9.5%    10.0%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%    9.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%    9.5%    9.5%    10.0%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0

Responses                       9       9       8        8        8        8       8       8       8      8       8      8
Average (%)                     9.4%    9.5%    9.7%    10.1%    11.5%    11.7%    3.3%    3.5%    3.4%   3.7%    9.1   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    11.0%    12.0%    2.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.1%   10.1%    10.6%    11.0%    11.3%    2.8%    3.7%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.6%   10.1%   10.6%    10.6%    12.0%    12.0%    2.8%    3.3%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                -       -       -        -       15.0%    15.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
Responses                       2       2       2        2        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.3%   10.1%    10.9%    12.7%    12.7%    2.8%    3.3%    3.2%   3.7%    9.3   10.3

                       =============================================================================================================
Total Responses                17      17      16       16       17       17      17      17      17     17      17     17
Weighted Average (%)            9.6%    9.9%   10.0%    10.5%    11.8%    11.9%    2.9%    3.5%    3.2%   3.7%    9.3   10.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


                                                                     AUTUMN 1996



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                 RETAIL MARKET-REGIONAL MALLS
====================================================================================================================================
                                7.5%    7.5%    8.0%     8.0%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                7.5%    7.5%    7.8%     7.8%    12.0%    12.0%    1.5%    2.0%    3.0%   3.0%   10.0   10.0
                                7.0%    8.0%    8.0%     8.0%    10.5%    11.5%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    8.0%     9.0%    10.5%    11.0%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                7.8%    8.0%    8.3%     8.5%    11.0%    12.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                                7.0%    8.0%    7.0%     8.0%    10.0%    11.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      10       9       9        9        9        9      10      10      10     10      10     10
Average (%)                     7.9%    8.2%    8.2%     8.6%    11.4%    11.8%    3.0%    3.6%    3.5%   3.8%    9.1    9.6
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    17.0%    17.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                9.0%    9.0%    9.0%     9.0%    13.5%    13.5%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%   10.0%   10.0%    10.0%    12.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.6%    9.6%    10.0%    13.4%    13.9%    2.5%    3.4%    3.7%   4.0%    8.6    8.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    18.0%    18.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               11.0%   11.0%   11.0%    11.0%    13.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.5%    8.5%     9.0%    11.5%    12.5%    2.5%    3.0%    2.5%   3.0%   10.0   10.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.8%    9.8%    10.3%    13.4%    13.9%    2.6%    3.6%    3.4%   3.8%    9.2    9.2
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   11.0%    11.0%    20.0%    20.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               12.5%   12.5%   12.0%    12.0%    14.0%    15.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.3%     9.8%    12.0%    13.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                               13.0%   13.0%   11.0%    11.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       5       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.6%   11.0%   10.6%    11.0%    14.6%    15.0%    2.7%    3.5%    3.3%   3.7%    8.2    8.2

                       =============================================================================================================
TOTAL RESPONSES                26      22      22       22       22       22      26      26      26     26      26     26
WEIGHTED AVERAGE (%)            9.3%    9.6%    9.5%    10.0%    13.2%    13.6%    2.7%    3.5%    3.5%   3.8%    8.8    8.9
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK


 
<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
====================================================================================================================================
                                8.5%   10.0%    9.0%    10.5%     -        -       -       -       3.5%   3.5%    1.0    1.0
                                8.5%    9.0%    9.0%     9.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.8%    9.8%   10.0%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.3%    9.0%    9.0%     9.5%    10.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                7.5%    8.5%    8.0%     9.0%    10.0%    11.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.8%    8.8%    9.0%     9.0%    11.3%    11.3%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.0%     9.5%    11.5%    11.5%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.0%    8.5%     9.0%     -        -       3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.8%    9.0%    9.0%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10        8        8       9       9      10     10      10     10
Average (%)                     8.6%    9.2%    9.0%     9.6%    11.2%    11.7%    2.9%    3.9%    3.3%   3.8%    8.4    8.9
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.0%    9.5%    9.5%    10.0%    11.0%    12.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%   10.0%   10.0%    10.0%    11.0%    12.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.0%   10.0%   10.0%    10.5%    10.5%    12.0%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.5%    9.5%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       5        5        5        5       5       5       5      5       5      5
Average (%)                     8.9%    9.7%    9.7%    10.3%    11.0%    11.8%    2.5%    4.2%    3.1%   4.0%    9.6   10.2
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   11.0%    11.0%    12.5%    13.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    9.0%     9.0%    11.0%    12.0%    4.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.0%    9.0%    9.5%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.8%    10.3%    11.6%    12.1%    2.6%    4.8%    3.1%   4.0%    7.8    9.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   13.0%   13.0%    13.0%    13.0%    15.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    4.0%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%   10.0%    10.0%    11.0%    13.0%    6.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.5%   10.0%   10.0%    11.0%    13.0%    13.0%    4.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     9.5%   10.1%   10.6%    11.3%    12.0%    13.0%    2.6%    4.8%    3.1%   4.0%    7.8    9.0

                       =============================================================================================================
TOTAL RESPONSES                23      23      23       23       21       21      22      22      23     23      23     23
WEIGHTED AVERAGE (%)            9.0%    9.6%    9.8%    10.4%    11.5%    12.1%    2.7%    4.4%    3.2%   4.0%    8.4    9.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


                                  AUTUMN 1996



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                          CAPITALIZATION RATES         INTERNAL                GROWTH RATES      TYPICAL PROJECTION
                                       GOING-IN        TERMINAL     RATE OF RETURN        INCOME        EXPENSES    PERIOD (YEARS)
                                      LOW    HIGH     LOW    HIGH     LOW    HIGH      LOW    HIGH     LOW    HIGH    LOW   HIGH
===================================================================================================================================
OFFICE                                                                                               SUMMARY OF WEIGHTED AVERAGES
===================================================================================================================================
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>       <C>    <C>      <C>    <C>     <C>   <C>
Urban/CBD                             9.8%   10.3%    9.7%   10.3%   13.0%   13.5%     3.3%   4.6%     3.4%   3.9%    8.1    9.2
      Class A-Leased Asset            9.2%    9.6%    9.2%    9.7%   11.7%   12.0%     3.3%   4.2%     3.4%   3.9%    8.5    9.5
      Class B-Leased Asset           10.0%   10.4%    9.7%   10.3%   12.8%   13.1%     3.3%   4.7%     3.5%   4.0%    8.3    9.7
      Class A-Value Added             9.4%   10.0%    9.6%   10.2%   12.8%   13.5%     3.5%   4.6%     3.5%   3.9%    7.6    8.9
      Class B-Value Added            10.7%   11.0%   10.5%   11.2%   14.6%   15.3%     3.2%   4.8%     3.3%   3.9%    8.0    8.8
Suburban                              9.3%    9.8%    9.7%   10.1%   12.8%   13.4%     3.2%   4.4%     3.4%   3.7%    8.0    8.8
      Class A-Leased Asset            8.8%    9.5%    9.3%    9.9%   11.2%   11.6%     3.5%   4.4%     3.6%   3.8%    8.9    9.7
      Class B-Leased Asset            9.5%   10.0%    9.8%   10.2%   12.0%   12.5%     3.4%   4.5%     3.4%   3.7%    8.6    9.6
      Class A-Value Added             9.1%    9.7%    9.5%   10.0%   13.4%   14.3%     3.1%   4.6%     3.4%   3.8%    7.2    8.0
      Class B-Value Added             9.7%   10.0%   10.0%   10.5%   14.5%   15.2%     2.9%   4.3%     3.2%   3.6%    7.2    8.0
===================================================================================================================================
INDUSTRIAL
===================================================================================================================================
Warehouse/Distribution                9.5%    9.7%   10.2%   10.5%   11.6%   11.6%     2.6%   4.5%     3.2%   4.0%    9.6   10.2
      Class A-Leased Asset            8.8%    9.2%    9.4%    9.8%   10.9%   11.0%     2.9%   4.0%     3.3%   3.8%    9.8   10.1
      Class B-Leased Asset            9.3%    9.5%   10.0%   10.2%   11.2%   11.2%     2.8%   4.3%     3.2%   3.9%    9.7   10.1
      Class A-Value Added             9.7%    9.9%   10.4%   10.8%   11.9%   11.9%     2.4%   4.8%     3.3%   4.1%    9.5   10.3
      Class B-Value Added            10.1%   10.4%   10.9%   11.3%   12.4%   12.4%     2.4%   4.8%     3.3%   4.1%    9.5   10.3
Business Parks                        9.4%    9.9%   10.0%   10.8%   12.3%   12.9%     3.4%   4.0%     3.2%   3.8%    8.3    9.6
      Class A-Leased Asset            9.0%    9.5%    9.8%   10.5%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Leased Asset            9.3%    9.8%   10.0%   10.8%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class A-Value Added             9.5%   10.2%   10.0%   10.8%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7
      Class B-Value Added             9.7%   10.3%   10.2%   11.0%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7
Other Industrial/Manufacturing        9.2%    9.7%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.8   10.3
      Class A-Leased Asset            8.8%    9.3%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0
      Class B-Leased Asset            9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0
      Class A-Value Added             9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Value Added             9.5%   10.0%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
===================================================================================================================================
RETAIL
===================================================================================================================================
Neighborhood & Community Centers      9.7%   10.2%   10.3%   10.9%   13.0%   13.5%     2.7%   3.9%     3.2%   4.0%    8.7    9.3
      Class A-Leased Asset            9.3%    9.8%   10.0%   10.4%   11.9%   12.1%     2.9%   3.7%     3.4%   3.9%    8.9    9.4
      Class B-Leased Asset            9.5%   10.0%   10.4%   11.1%   12.3%   12.3%     2.3%   3.8%     3.3%   4.2%    9.0    9.6
      Class A-Value Added             9.7%   10.3%   10.1%   10.7%   13.8%   14.6%     2.8%   4.0%     3.1%   3.8%    8.5    9.0
      Class B-Value Added            10.3%   10.8%   10.8%   11.5%   14.2%   15.0%     2.8%   4.0%     3.1%   3.8%    8.5    9.0
Power Center & "Big Box"              9.6%    9.9%   10.0%   10.5%   11.8%   11.9%     2.9%   3.5%     3.2%   3.7%    9.3   10.3
      Class A-Leased Asset            9.4%    9.5%    9.7%   10.1%   11.5%   11.7%     3.3%   3.5%     3.4%   3.7%    9.1   10.1
      Class B-Leased Asset            9.8%   10.1%   10.1%   10.6%   11.0%   11.3%     2.8%   3.7%     3.2%   3.7%    9.3   10.3
      Class A-Value Added             9.6%    9.9%   10.1%   10.6%   12.0%   12.0%     2.8%   3.3%     3.2%   3.7%    9.3   10.3
      Class B-Value Added             9.8%   10.3%   10.1%   10.9%   12.7%   12.7%     2.8%   3.3%     3.2%   3.7%    9.3   10.3
Regional Malls                        9.3%    9.6%    9.5%   10.0%   13.2%   13.6%     2.7%   3.5%     3.5%   3.8%    8.8    8.9
      Class A-Leased Asset            7.9%    8.2%    8.2%    8.6%   11.4%   11.8%     3.0%   3.6%     3.5%   3.8%    9.1    9.6
      Class B-Leased Asset            9.3%    9.6%    9.6%   10.0%   13.4%   13.9%     2.5%   3.4%     3.7%   4.0%    8.6    8.6
      Class A-Value Added             9.3%    9.8%    9.8%   10.3%   13.4%   13.9%     2.6%   3.6%     3.4%   3.8%    9.2    9.2
      Class B-Value Added            10.6%   11.0%   10.6%   11.0%   14.6%   15.0%     2.7%   3.5%     3.3%   3.7%    8.2    8.2
Specialty Retail                      9.5%   10.5%   10.8%   11.5%   12.0%   12.6%     1.9%   4.0%     3.3%   4.0%   10.0   10.5
      Class A-Leased Asset            8.2%    9.0%    8.8%    9.7%   10.7%   11.3%     2.5%   4.0%     3.5%   4.0%    8.7   10.3
      Class B-Leased Asset            9.3%   10.3%   10.8%   11.5%   11.5%   12.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class A-Value Added            10.0%   11.0%   11.3%   12.0%   12.5%   13.0%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class B-Value Added            10.8%   11.8%   12.3%   13.0%   13.5%   13.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
===================================================================================================================================
RESIDENTIAL
===================================================================================================================================
Apartments                            9.0%    9.6%    9.8%   10.4%   11.5%   12.1%     2.7%   4.4%     3.2%   4.0%    8.4    9.3
      Class A-Leased Asset            8.6%    9.2%    9.0%    9.6%   11.2%   11.7%     2.9%   3.9%     3.3%   3.8%    8.4    8.9
      Class B-Leased Asset            8.9%    9.7%    9.7%   10.3%   11.0%   11.8%     2.5%   4.2%     3.1%   4.0%    9.6   10.2
      Class A-Value Added             8.9%    9.4%    9.8%   10.3%   11.6%   12.1%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
      Class B-Value Added             9.5%   10.1%   10.6%   11.3%   12.0%   13.0%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
</TABLE>


16  REAL ESTATE OUTLOOK


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                      Single-Tenant NNN Leased Properties
                                          (Excludes "Bondable" Leases)
                             Minimum No. Going-in  Cap Rate  Internal Rate of Return
                              of Years     Low       High       Low        High
<S>                              <C>       <C>       <C>        <C>        <C>
Investment Grade Tenant  
- ------------------------------------------------------------------------------------
                                  4.0       9.0%      9.0%      10.0%      12.0%
                      --------------------------------------------------------------
                                 10.0       8.0       9.0       10.5       11.5
                      --------------------------------------------------------------
                                  5.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.5       13.0       15.0
                      --------------------------------------------------------------
                                 10.0       8.5       9.0       10.5       12.0
                      --------------------------------------------------------------
                                 10.0       9.5      10.0       10.5       11.5
                      --------------------------------------------------------------
                                 10.0       8.5      11.0       10.8       12.0
                      --------------------------------------------------------------
                                 10.0       9.5       9.5       11.0       11.0
                      --------------------------------------------------------------
                                 20.0       9.0       9.0        N/A        N/A
                      --------------------------------------------------------------
                                 10.0       8.0      10.0        N/A        N/A
- ------------------------------------------------------------------------------------
Responses                        10.0      10.0      10.0        8.0        8.0
Average                           9.9       9.0%      9.8%      11.2%      12.3%
                                
                                
Non-Investment Grade Tenant
- ------------------------------------------------------------------------------------
                                  4.0       9.5       9.5       10.5       13.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.5       12.5
                      --------------------------------------------------------------
                                  5.0      13.0      13.0       15.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.0      12.0       17.0       20.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.0       13.0
                      --------------------------------------------------------------
                                 10.0      11.0      12.0       13.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 20.0      11.0      11.0       N/A        N/A
                      --------------------------------------------------------------
                                 10.0      10.0      12.5       N/A        N/A
                      --------------------------------------------------------------
Responses                         9.0       9.0       9.0        7.0        7.0
Average                           9.9      10.3%     11.2%      13.0%      14.5%
</TABLE>


                                                                     AUTUMN 1996


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
LUXURY                                                                                                          HOTEL - FULL SERVICE
====================================================================================================================================
               8.0%     8.0%     10.0%    10.0%   18.0%    18.0%   25.0%   25.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
               7.0%     7.0%     10.0%    10.0%   15.0%    15.0%   20.0%   20.0%    7.0%    7.0%     4.0%    5.0%     5.0     5.0   
               6.0%     9.5%     10.0%    10.0%   12.0%    15.0%   15.0%   18.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
               8.0%    11.0%      8.5%    12.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               -        -        11.0%    13.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
               6.0%     8.0%     10.0%    12.0%   13.0%    14.0%   20.0%   22.0%    3.0%    4.0%     3.0%    4.0%     5.0     5.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   
Responses      7        7         8        8       8        8       8       8       8       8        8       8        8.0     8.0   
Average (%)    7.5%     9.3%      9.8%    10.9%   14.5%    15.3%   19.5%   20.1%    4.1%    4.3%     3.8%    3.9%     6.5     6.9   
====================================================================================================================================
FIRST CLASS  
====================================================================================================================================
               9.0%     9.0%     11.0%    11.0%   12.0%    12.0%   20.0%   20.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              10.0%    10.0%     10.0%    10.0%    -        -      13.0%   13.0%    3.0%    3.0%     3.0%    3.0%    10.0    10.0   
               9.0%     9.0%     11.0%    11.0%   14.0%    14.0%   18.0%   18.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    20.0%   18.0%   22.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               7.0%     9.0%     10.0%    11.0%   11.5%    12.0%   14.0%   16.0%    4.0%    5.0%     3.0%    4.0%     5.0     5.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               9.0%     9.0%     10.5%    10.5%   21.0%    21.0%   14.0%   14.0%    4.0%    4.0%     3.0%    3.0%     7.0     7.0   
              10.0%    12.0%     11.0%    11.0%    -        -       -       -       3.5%    3.5%     3.5%    3.5%     5.0    10.0   
              10.0%    10.0%      9.0%     9.5%   19.0%    19.0%   15.0%   15.0%    8.0%    8.0%     6.0%    6.0%     -       -     
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   
              10.5%    10.5%     10.5%    10.5%   13.5%    13.5%    -       -       3.5%    3.5%     3.5%    3.5%    10.0    10.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   
Responses     13       13        13       13      11       11      11      11      13      13       13      12       12      12     
Average%       9.3%    10.5%     10.4%    10.9%   15.8%    16.5%   17.3%   17.8%    4.2%    4.3%     3.7%    3.8%     6.6     7.3   
====================================================================================================================================
MID-RATE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              11.0%    11.0%     11.0%    11.0%   13.0%    13.0%   17.0%   17.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    18.0%   17.0%   20.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
Responses      5        5         5        5       5        5       5       5       5       5        5       5        5       5     
Average(%)    10.0%    10.7%     11.0%    11.5%   14.2%    15.2%   18.0%   18.6%    4.2%    4.2%     3.7%    3.7%     6.4     7.0   

           =========================================================================================================================
Total
Responses     25       25        26       26      24       24      24      24      26      26       26      26       25      25     
Weighted
Average (%)    8.9%    10.1%     10.4%    11.1%   14.8%    15.7%   18.3%   18.8%    4.2%    4.3%     3.7%    3.8%     6.5     7.0   
           =========================================================================================================================


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
LUXURY                            HOTEL - FULL SERVICE
======================================================
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    4.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  
Responses             8       8        8        8     
Average (%)           2.8%    3.3%     4.1%     4.4%  
======================================================
FIRST CLASS         
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     5.0%     5.0%  
                      3.5%    3.5%     4.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  
Responses            13      13       13       13     
Average%              2.8%    3.1%     4.2%     4.3%  
======================================================
MID-RATE                                              
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
Responses             5       5        5        5     
Average(%)            2.9%    3.1%     4.0%     4.0%  
                                                      
           ===========================================
Total                                                 
Responses            26      26       26       26     
Weighted                                              
Average (%)           2.9%    3.2%     4.1%     4.2%  
           ===========================================
</TABLE>
*as percent of total revenues


13 REAL ESTATE OUTLOOK



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
MID-RATE                                                                                                     HOTEL - LIMITED SERVICE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              12.0%    12.0%     12.0%    12.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               8.0%    10.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   
Responses      6        6         6        6       6        6       6       6       6       6        6       6        6       6     
Average(%)    10.3%    11.5%     11.5%    12.1%   15.7%    16.5%   17.5%   17.8%    3.5%    3.6%     3.7%    3.8%     6.2     6.7   
====================================================================================================================================
ECONOMY
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              13.0%    13.0%     13.0%    13.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               9.0%    11.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
               5        5         5        5       5        5       5       5       5       5        5       5        5       5     
              10.8%    11.6%     11.7%    12.2%   13.8%    14.8%   17.0%   17.4%    3.5%    3.5%     3.9%    3.9%     6.4     7.0   
           =========================================================================================================================
Total
Responses     11       11        11       11      11       11      11      11      11      11       11      11       11      11     
Weighted
Average (%)   10.6%    11.6%     11.6%    12.1%   14.7%    15.7%   17.3%   17.6%    3.5%    3.5%     3.8%    3.8%     6.3     6.8   
           =========================================================================================================================


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
MID-RATE                       HOTEL - LIMITED SERVICE
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    4.0%     4.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    3.0%     4.5%     4.5%   
                       4.0%    4.0%     5.0%     5.0%   
Responses              6       6        6        6      
Average(%)             3.3%    3.5%     4.3%     4.4%   
======================================================
ECONOMY                                                 
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    5.0%     5.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   
                       5       5        5        5      
                       3.4%    3.6%     4.3%     4.3%   

           ===========================================
Total                                                   
Responses             11      11       11       11      
                                                        
Weighted                                                
Average (%)            3.4%    3.6%     4.3%     4.4%   
           ===========================================
</TABLE>

*as percent of total revenues



                                                                     AUTUMN 1996


<PAGE>


                                                                         Addenda
================================================================================










                          Qualofications of Appraisers











================================================================================


<PAGE>



                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI


Professional Affiliations:

     Member of the Appraisal Institute (MAI Designations #9812)
     District of Columbia Certified General Real Estate Appraiser (#GA00010267)
     Commonwealth of Virginia Certified General Real Estate Appraiser
     (#4001002465)
     State of Maryland Certified General Real Estate Appraiser (#7220)
     State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

     Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
     Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
     Advisory Services, a full service real estate organization specializing in
     appraisal and consultation. April 1990 to present.

     Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977 to
     April 1990.

     Other real estate experience includes work as a residential listing and
     selling agent preparing market analyses and origination contracts.

     Experience includes appraisal of the following types of property:

     Office Buildings                 Medical Office Buildings
     Regional Malls                   Power Centers
     Outlet Centers                   Community & Neighborhood Shopping Centers
     Department Stores                Industrial Buildings
     Residential Subdivisions         Single Family Residences
     Multi-Family Properties          Condominiums/Duplexes
     Subdivision Analysis             Farm/Ranch
     Mixed Use Properties             Golf Courses
     Grape Vineyards                  Special Purpose Facilities
     Commercial Land                  Hotel/Motel
     Ad Valorem Tax Appeals
    
     Appraisal and consulting services used for mortgage loans, relocations,
     gift and estate tax, condemnation and litigation purposes.

     Qualified as an expert witness in state and federal real estate court
     cases.

Education:

     Bachelor of Arts (Political Science),
    
     1981 University of Texas at Arlington, Arlington, Texas.



<PAGE>


                                                                  QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Appraisal Institute Courses:

     #1A1 - Real Estate Appraisal Principles
     #1A2 - Basic Valuation Procedures
     #1B1 - Capitalization Theory & Techniques, Part A
     #1B2 - Capitalization Theory & Techniques, Part B
     #410 - Standards of Professional Appraisal Practice, Part A (USPAP)
     #420 - Standards of Professional Appraisal Practice, Part B (Al)
     #21 - Case Studies in Real Estate Valuation
     #22 - Report Writing and Valuation Analysis
     #82 - Residential Valuation Procedures

Additional Accredited Real Estate Courses:

     Real Estate Appraisal
     Principles of Real Estate
     Real Estate Marketing
     Real Estate Finance
     Property Management

     Federal National Mortgage Corporation (Fannie Mae) - Appraisal Training

Certified in the Appraisal's Institute's voluntary program of continuing
education for its designated members.



<PAGE>




                                                                  QUALIFICATIONS
================================================================================

                                                        STEVEN A. STUDABAKER,MAI

Professional Affiliations:

     Member of the Appraisal Institute (MAI Designations #10241)
     Certified General Real Estate Appraiser District of Columbia -
     (#GA00010046)
     Certified General Real Estate Appraiser Commonwealth of Virginia - (#4001
     001 111)
     Certified General Real Estate Appraiser State of Maryland - (#10057)

     Board of Directors, Washington, D.C. Chapter of the Appraisal Institute,
     1995 & 1996

Appraisal/Real Estate Experience:

     Associate Director, Cushman & Wakefield of Washington, D.C., Valuation
     Advisory Services, a full service real estate organization specializing in
     appraisal and consultation. Member of National Retail Valuation Group.
     January, 1987 to present.

     Office Buildings                  Medical Office Buildings
     Biomedical Buildings              Industrial Buildings
     Regional Malls                    Power Centers
     Outlet Centers                    Community 8 Neighborhood Shopping Centers
     Department Stores                 Subdivision Development Analysis
     Residential Subdivisions          Bulk Single Family Lots
     Multi-Family Properties           Mixed Use Properties
     Commercial Land                   Hotel
     Fractional Interest Valuations    Leasehold/Leased Fee Valuations
     Ad Valorem Tax Appeals

Education:

     Bachelor of Arts (International Affairs & Economics), 1975 
     University of Colorado, Boulder, Colorado

     Masters in Business Administration (Finance), 1980 
     University of Southem California, Los Angeles, California

     Additional Accredited Real Estate Courses:

     Real Estate Investment Analysis
     Subdivision Analysis
     Comprehensive Appraisal Workshop
     Appraisal Reporting of Complex Residential Properties

Continuing education for state licensing



      

This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>
                     

                           ==============================================

                           COMPLETE APPRAISAL
                           OF REAL PROPERTY

                           Lakebrooke Pointe
                           4805 Lake Brook Drive
                           Innsbrook, Henrico County, Virginia

                           ==============================================

                           IN A SELF-CONTAINED REPORT

                           As of July 1, 1997

                           Prepared For:

                           Goldman Sachs Mortgage Company
                           85 Broad Street
                           New York, New York 10004


                           Prepared By:

                           Cushman & Wakefield of Washington, D.C., Inc.
                           Valuation Advisory Services
                           1875 Eye Street, NW
                           Suite 700
                           Washington, D.C. 20006



<PAGE>

Cushman & Wakefield of Washington, D.C., Inc.
1875 Eye Street, N.W, Suite 700
Washington, D.C. 20006                                                 CUSHMAN &
(202) 467-0600                                                     WAKEFIELD (R)
                                                     A ROCKEFELLER GROUP COMPANY

June 18, 1997

Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

RE: Complete Appraisal of Real Property
    Lakebrooke Pointe
    4805 Lake Brook Drive
    Innsbrook, Henrico County, Virginia

Dear Mr. Schechner:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Washington, D.C., Inc. is pleased to transmit our
appraisal report estimating the market value of the leased fee estate in the
referenced real property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report. We particularly call to your
attention to the following special assumption.

     1.   Pursuant to your request, the date of value is July 1, 1997. We
          specifically assumed that no value affecting changes occur between the
          date of inspection, which was June 15, 1997, and the prospective date
          of value.

     This report was prepared for Goldman Sachs Mortgage Company and is
intended, only for the specified use of the Client. It may not be distributed to
or relied upon by other persons or entities without the written permission of
the Cushman & Wakefield of Washington, D.C., Inc.

     This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

     The property was inspected and the report prepared by Kelly J. Small under
the supervision of Donald R. Morris, MAI.

     As a result of our analysis, we estimate the prospective market value of
the leased fee estate in the referenced property and subject to the assumptions,
limiting conditions, certifications and definitions set forth herein, as of July
1, 1997, to be:

                   SIX MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $6,800,000



<PAGE>



Mr. Sheridan Schechner
June 18, 1997                                                             Page 2

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD OF WASHINGTON, D.C. INC.


/s/Kelly J. Small

Kelly J. Small
Appraiser
Valuation Advisory Services


/s/Donald R. Morris
                                                   [SEAL}
Donald R. Morris, MAI                          Donald R. Morris
Manager, Director                              No. 4001-002465
Valuation Advisory Services
State of Virginia Certified General Appraiser No. 4001-002465


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                               Lakebrooke Pointe


Location:                                    4805 Lake Brook Drive

General Overview:                            The project comprises a two-story
                                             office building containing a total
                                             of 61,632 square feet of net
                                             rentable area. The improvements
                                             were constructed in 1996 and are
                                             situated on an 8.0 acre site. On
                                             the effective date of appraisal,
                                             the building was 100 percent
                                             occupied by four tenants ranging in
                                             size from 2,709 to 31,500 square
                                             feet.

Interest Appraised:                          Leased fee estate

Date of Value:                               July 1, 1997

Date of Inspection:                          June 15, 1997

Ownership:                                   R, F & P Land II, Inc.

Highest and Best Use:                        Office development, as market
                                             conditions permit

Value Indicators
  Sales Comparison Approach:                 $6,800,000 to $6,900,000 (rounded)

    Value Per Square Foot:                   $110 to $112

  Indicated Value:                           $6,800,000

  Income Capitalization Approach
    Estimated Market Rental Rate:            $17.00 SF, Full Service
    Stabilized Vacancy Rate:                 7.0%
    Effective Gross Income:                  $978,629
    Operating Expenses                       $323,483
    Real Estate Taxes:                       $47,399
    Net Operating Income:                    $655,146
    Estimated Vacancy Between Tenants        9 months
    Free Rent:                               None
    Probability of Renewal:                  70%
    Tenant Improvement Allowance
      Shell Space:                           N/A
      New Tenants in Previously
        Occupied Space                       $13.00 per square foot
      Renewal Tenants in Same Space:         $6.50 per square foot
    Estimated Market Rental Growth Rate      3.5%
    Estimated Expense Growth Rate:           3.5%
    Estimated Real Estate Tax Growth Rate:   3.5%

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        Summary Of Salient Facts And Conclusions
================================================================================


     Reversion Year Capitalization Rate      10.5%
     Transaction Costs in Reversion Sale:    3.0%
     Discount Rate:                          12.0%
   Indicated Value:                          $6,800,000

Value Conclusion:                            $6,800,000
   Value Per Square Foot:                    $110.33 (Net Rentable Area)
   Implicit Capitalization Rate:             9.6%

Special Assumptions Affecting Valuation:

1.   Pursuant to your request, the date of value is July 1, 1997. We
     specifically assumed that no value affecting changes occur between the date
     of inspection, which was June 15, 1997, and the prospective date of value.

2.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report.


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================






                                [GRAPHIC OMITTED]
                        
                            Front View of The Subject






                                [GRAPHIC OMITTED]
                        
                              Front View of Subject


                 


<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================






                                [GRAPHIC OMITTED]
                      
                                  Interior View




                                [GRAPHIC OMITTED]
                      
                                  Interior View






                 



<PAGE>

                                                 PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================






                                [GRAPHIC OMITTED]
                       
                         Looking East Along Nuckols Road






                                [GRAPHIC OMITTED]
                       
                         Looking West Along Nuckols Road


<PAGE>



                                                               TABLE OF CONTENTS
================================================================================

                                                                           Page

INTRODUCTION .............................................................  1
    Identification of Property ...........................................  1
    Property Ownership and Recent History ................................  1
    Purpose and Function of Appraisal ....................................  1
    Extent of the Appraisal Process ......................................  1
    Date of Value and Property Inspection ................................  1
    Property Rights Appraised ............................................  1
    Definitions of Value, Interest Appraised, and Other Pertinent Terms ..  2
    Legal Description ....................................................  3

REGIONAL ANALYSIS ........................................................  4

NEIGHBORHOOD ANALYSIS .................................................... 19

OFFICE MARKET ANALYSIS ................................................... 24

PROPERTY DESCRIPTION ..................................................... 35
    Site Description ..................................................... 35
    Improvements Description ............................................. 36

REAL ESTATE TAXES AND ASSESSMENTS ........................................ 39

ZONING ................................................................... 41

HIGHEST AND BEST USE ANALYSIS ............................................ 43

VALUATION PROCESS ........................................................ 45

SALES COMPARISON APPROACH ................................................ 46

INCOME APPROACH .......................................................... 51

RECONCILIATION AND FINAL VALUE ESTIMATE .................................. 64

ASSUMPTIONS AND LIMITING CONDITIONS ...................................... 66

CERTIFICATION OF APPRAISAL ............................................... 68

ADDENDA .................................................................. 69



<PAGE>


                                                                    INTRODUCTION
================================================================================

Identification of Property

The subject property comprises a two-story office building known as the
Lakebrooke Pointe, which is located at 4805 Lake Brook Drive in Innsbrook,
Henrico County, Virginia. The improvements contains 61,632 net rentable square
feet and are situated on an 8.0 acre parcel. The building is modern in
appearance and functional in design. As of the date of inspection, the property
was 100 percent leased to four tenants ranging in size from 2,709 to 31,500
square feet.

Property Ownership and Recent History

     The property is owned by RF&P Land Corporation, who acquired the site in
November 1994 for $808,500 from Financial Institute III. At the time of sale,
the property comprised unimproved land.

     We have reason to believe that the property may now be under contract of
sale; however, after discussing the matter with the owner, we have been unable
to obtain any details of the pending transaction. The present owner considers
this information to be confidential and was not willing to provide details for
our analysis.

Purpose and Function of Appraisal

     The purpose of the appraisal is to estimate the market value of the leased
fee estate. The appraisal is to be used to monitor the performance of a
portfolio asset.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and the site improvements and a
          representative sample of tenant spaces with property management.

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent rental rates and occupancy with the building
          manager.

     o    Reviewed a detailed history of income and expense and a budget
          forecast for 1997.

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing buildings which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files.

     o    Prepared an estimate of stabilized income and expense (for
          capitalization purposes).

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain sales price per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers. (See
          detailed sales write-ups in Addenda for more complete information on
          the verification process.)

     o    prepared the Sales Comparison and Income Approaches to value.


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                                    Introduction
================================================================================


Date of Value and Property Inspection

     The date of value is July 1, 1997. We inspected the property on June 18,
1997.

Property Rights Appraised

     The rights being valued are the leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

          (1)  Buyer and seller are typically motivated;
          (2)  Both parties are well informed or well advised, and acting in
               what they consider their own best interests;
          (3)  A reasonable time is allowed for exposure in the open market;
          (4)  Payment is made in terms of cash in U.S. dollars or in terms of
               financial arrangements comparable thereto; and
          (5)  The price represents the normal consideration for the property
               sold unaffected by special or creative financing or sales
               concessions granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market. Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     Based on the improved sales data presented in this document, coupled with
     our conversations with local property owners, brokers and management firms,
     we have estimated the appropriate exposure time would have been 12 months
     for the property.

     Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
     real property interest at the appraised value. Marketing time is presumed
     to start on the effective date of the appraisal. Marketing time is
     subsequent to the effective date of the appraisal and exposure time is
     presumed to precede the effective date of the appraisal. The estimate of
     marketing time uses some of the same data analyzed in the process of
     estimating reasonable exposure time and it is not intended to be a
     prediction of a date of sale. We estimated marketing time to be
     approximately 12 months.


================================================================================

                                       -2-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                                    Introduction
================================================================================

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

     Leased Fee Estate

     An ownership interest held by a landlord with the right of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Leasehold Estate

     The right to use and occupy real estate for a stated term and under certain
     conditions; conveyed by a lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     values at a specified yield rate. DCF analysis can be applied with any
     yield capitalization rate and may be performed on either a lease-by-lease
     or aggregate basis.

     Legal Description

     The subject is identified as parcel 28-A-20E among the land records of
Henrico County, Virginia. We were not provided with a metes and bounds
description of the site.



================================================================================

                                       -3-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                               REGIONAL ANALYSIS
================================================================================

     The dynamic nature of economic relationships within a market area have a
direct bearing on real estate values and the long-term quality of a real estate
investment. In the market, the value of a property is not based on the price
paid for it in the past or the cost of its creation, but on what buyers and
sellers perceive it will provide in the future. Consequently, the attitude of
the market toward a property within a specific neighborhood or market area
reflects the probable future trend of that area.

     Since real estate is an immobile asset, economic trends affecting its
locational quality in relation to other competing properties within its market
area will also have a direct effect on its value as an investment. To
accurately reflect such influences, it is necessary to examine the past and
probable future trends which may affect the economic structure of the market and
evaluate their impact on the market potential of the subject. This section of
the report is designed to isolate and examine the discernible economic trends in
the region and neighborhood which influence and create value for the subject
property. A regional map indicating the location of the subject is presented on
the following page.

Location

     The subject property is located in Henrico County, within the
Richmond-Petersburg Metropolitan Statistical Area (MSA). For statistical
purposes, this area includes Chesterfield, Dinwiddie, Goochland, Hanover,
Henrico, New Kent, Powhatan and Prince George Counties. In addition, this MSA
also includes Charles, Colonial Heights, Hopewell, Petersburg and Richmond
Cities.

     Richmond is located approximately 100 miles south of Washington, D.C. and
is midway between Atlanta and Boston. The City of Richmond is situated at the
end of the navigable portion of the James River, which bisects the city. Founded
in 1737 as a central marketplace of inland Virginia, it linked the piedmont and
mountain areas of Virginia with the seaports at Hampton Roads. In 1779, Richmond
became the state capital which has had a profound effect upon the growth of the
region. Richmond is the home of the Virginia General Assembly, state and federal
courts, and Virginia's capital. The success of the Richmond area is evidenced by
the influx and growth of local businesses, immigration to and population growth
in the area, as well as expansion of the employment base.




================================================================================

                                       -4-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                               Regional Analysis
================================================================================

Demographics

     Demographic statistics for the Richmond MSA are summarized in the following
table.

          ============================================================
                           SELECTED AREA DEMOGRAPHICS
                                  RICHMOND MSA
          ============================================================
                Population                              
                       2001 Projection                    1,000,848
                       1996 Estimate                        942,346
                       1990 Census                          865,640
                       1980 Census                          761,304
                       1980-1990 % Change                     13.70%
                       1990-1996 % Change                      8.86%
                       1996-2001 % Change                      6.21%
                Households
                       2001 Projection                      386,777
                       1996 Estimate                        362,848
                       1990 Census                          331,824
                       1980 Census                          269,289
                       1980-1990 % Change                     23.22%
                       1990-1996 % Change                      9.35%
                       1996-2001 % Change                      6.59%
                Median Household Income
                       2001 Projection                      $46,784
                       1996 Estimate                        $40,118
                       1990 Census                          $33,489
                       1980 Census                          $18,293
                       1980-1990 % Change                     86.07%
                       1990-1996 % Change                     19.79%
                       1996-2001 % Change                     16.62%
                1990 Average Home Value                     $78,111
                1990 % College Graduates                       18.3%
          ============================================================
          Source: Strategic Mapping, Inc.
          ============================================================

Population

     According to Strategic Mapping, Inc., the population in the Richmond MSA
has increased dramatically slightly since 1980. In 1980 the population for the
entire MSA was 761,304 which then increased to 865,640 or 13.70 percent in 1990.
The population estimate for 1996 shows a slight slowing trend in the population
as the estimate increased from the 1990 figure to 942,346 or 8.86 percent.
Projections for the year 2001 show an increase expected over the next five year
period of 6.21 percent. This trend shows strong growth across the region.

Households

     The total number of households in the MSA has increased approximately 23.22
percent from 1980 to 1990. The 1990 household figure of 331,824 households has
increased to an estimated figure of 362,848 in 1996 which indicates an increase
of 9.35 percent over the six year period since 1990. Similar to the overall
population growth, the average annual increase

================================================================================

                                       -6-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Regional Analysis
================================================================================

has decelerated from the previous ten year period to a more normalized basis,
which is still above the national averages. The number of households has been
increasing since 1980, even during periods when the population was shrinking.
This has been possible due to the declining household size which has dropped
from 2.72 persons in 1980 to 2.52 persons in 1996. The number of households is
expected to increase to 386,777 in the year 2001, an increase of 6.59 percent
from the 1996 estimate. The steadily increasing number of households should have
a positive impact on the local economic condition.

Income

     The median income per household in the MSA has increased considerably since
1980. In 1980 the median household income was $18,293, which increased by 86.07
percent or 8.61 percent per annum to $33,489 in 1990. Based on estimates from
Strategic Mapping, Inc., the 1996 median household income was $40,118. The 1996
estimate indicates that overall growth in the median household income slowed to
19.79 percent from 1990 to 1996 or a still strong 3.30 percent per annum. The
area is expected to continue in this income growth trend through 2001. A
breakdown of the household income characteristics for the MSA is shown as
follows:

================================================================================
                 HOUSEHOLD INCOME CHARACTERISTICS - RICHMOND MSA
================================================================================
                            1980         1990          1996 Est.      2001 Proj.
================================================================================
   $0 - $9,999              25.6%        12.0%            9.6%           8.1%
   $10,000 - $14,999        15.0%         7.5%            6.1%           4.8%
   $15,000 - $24,999        28.3%        16.5%           13.3%          10.9%
   $25,000 - $34,999        17.5%        16.1%           13.9%          12.1%
   $35,000 - $49,999         9.4%        20.0%           19.5%          17.5%
   $50,000 - $74,999         2.8%        18.1%           20.9%          22.1%
   $75,000 - $99,999         1.4%         5.7%            8.9%          11.5%
   $100,000 - $149,999        --          2.7%            5.6%           9.3%
   $150,000+                  --          1.5%            2.2%           3.7%
   TOTAL                   100.0%       100.0%          100.0%         100.0%
================================================================================
  Source: Strategic Mapping, Inc.                      
================================================================================

Unemployment Rate

     Over the past year, the overall unemployment rate in the Richmond MSA
remained flat. Henrico County had a lower unemployment rate of 3.0 percent as of
year end 1996. The most recent unemployment figure as of March 1997 for Henrico
County was 2.6 percent, which is slightly below the 2.7 percent figure twelve
months earlier. The March 1997 rate for the metro area of 3.3 percent was the
same for the previous period. The metropolitan area has been experiencing an
improvement in the economy. The Richmond MSA has outperformed the nation and the
state in terms of employment over the past few years; and it is anticipated that
it will continue to do so in the future.

     The following tables compare the unemployment rate for the area to that of
the state and national average for the year end averages and the current month
figures.

================================================================================

                                       -7-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




                                                               Regional Analysis
================================================================================
         
    =======================================================================
                                UNEMPLOYMENT RATE                 
                   COMPARISON BY COUNTY, MSA, STATE, AND U.S.
    =======================================================================
     Year         Henrico               Richmond   Virginia         U.S.
                  County                MSA
    =======================================================================
     1996          3.0%                 3.7%        4.4%            5.4%
     1995          2.9%                 3.7%        4.5%            5.6% 
     1994          3.3%                 4.4%        4.9%            6.1%
     1993          3.9%                 4.9%        5.1%            6.9%
     1992          5.4%                 6.7%        6.4%            7.5%
    =======================================================================
     Source: U.S. Department of Labor and Employment Security, Bureau of 
     Labor Market Information.
    =======================================================================

        =================================================================
                        CURRENT MONTH - UNEMPLOYMENT RATE
        =================================================================
            Geographic Area             March 1996        March 1997
        =================================================================
            Henrico County                2.7%              2.6%
            Richmond MSA                  3.3%              3.3%
            Virginia                      4.6%              4.4%
            U.S.                          6.0%              5.9%
        =================================================================
         Source: U.S. Department of Labor and Employment Security
        =================================================================

     As population in the Richmond area has increased, employment has grown as
existing businesses expanded and new companies located in the area. Local
businesses are attracted to the convenient location between Atlanta and Boston,
competitive tax policies, and excellent transportation systems. In Richmond,
there is no sales tax on raw materials, and no state or local inventory tax on
manufacturing. Furthermore, sales and use tax, corporate income tax, and
unemployment insurance tax rates are low compared to national averages of other
cities. In fact, Richmond has the lowest unemployment insurance tax rate in the
nation, while the worker's compensation rate is seventh in the U.S. The labor
force has an education level as high or higher than other metro areas of
Richmond's size, or larger. Furthermore, Richmond area workers are reportedly 43
percent more productive per worker hour than U.S. workers as a whole, according
to the Metropolitan Economic Development Council. In addition, less than 11
percent of Richmond area workers are unionized, compared to the national average
of 20 percent. These factors have contributed to the influx of employers into
the Richmond area. Richmond's business climate has attracted and retained some
of the most prestigious businesses in the U.S., helping to boost the local
employment base.

     As shown in the following table, with the exception of manufacturing all
industry segments witnessed steady growth. The largest increases came from
services at 3.24 percent followed by T.C.P.U. at 2.87 percent, and construction
at 2.67 percent. The following table illustrates the five year trend for
employment by sector for the Richmond MSA.



================================================================================

                                       -8-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                               Regional Analysis
================================================================================
         
<TABLE>
<CAPTION>
====================================================================================================================
                At-place Employment in the Richmond, Virginia MSA
                                   1992 -1996
====================================================================================================================
Category                      1992            1993            1994            1995            1996         Percent
====================================================================================================================
<S>                         <C>             <C>             <C>             <C>             <C>             <C> 
Manufacturing                62,900          61,400          61,100          60,600          59,700        (1.04)

Mining                        7,000           7,000           7,000           8,000           8,000         2.71

Construction                 27,000          27,500          27,900          29,300          30,800         2.67

T.C.P.U                      23,000          24,100          25,000          26,000          26,500         2.87

Wholesale & Retail Trade    106,300         108,700         115,000         119,700         120,400         2.52

F.I.R.E                      38,700          39,700          42,000          42,400          42,900         2.08

Services                    109,200         113,100         118,700         125,,000        128,100         3.24

Federal, State & Local       96,300          99,100         100,900          98,300          96,800         0.10
Government

====================================================================================================================
Total                       464,100         474,300         491,200         502,100         506,000         1.74
====================================================================================================================

Unemployment Rate -             6.7             4.9             4.4             3.7             3.7           --
Richmond MSA
Unemployment Rate -             7.5             6.9             6.1             5.6             5.4              --
USA
====================================================================================================================
Source: Bureau of Labor Static's
====================================================================================================================
</TABLE>

     Total employment increased by 0.78 percent over the past year and 1.74
percent over the past five years, in combination with a declining unemployment
rate (as of March 1997), indicates economic stability in the area. We anticipate
slow growth in employment during the next few years and possibly accelerated
growth towards the end of the decade. The largest increases are anticipated in
the services and construction categories with the strengthening economy, with
growth expected from all areas with the exception of government which is
expected to decline. Shown below is the most recent employment by industry in
the subject's area.

================================================================================

                                      -9-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                              Regional  Analysis
================================================================================


<TABLE>
<CAPTION>
==========================================================================================================
                NON-AGRICULTURAL INSURED EMPLOYMENT BY MAJOR INDUSTRY DIVISION
                      April 1996 to 1997 Comparison - Not Seasonally Adjusted
                                     RICHMOND AREA MSA

==========================================================================================================
INDUSTRY           Average Employment       SHARE     Average Employment        SHARE            CHANGE

                   April: 1996 (000's)                 April 1997(000's)
==========================================================================================================

<S>                      <C>                <C>               <C>                <C>               <C>  
Manufacturing             59.3              11.7%              59.8              11.7%             0.84%
                                                                                              
Construction              30.2               6.0%              31.6               6.2%             4.64%
                                                                                              
Mining                     0.8               0.2%               0.7               0.1%           (12.50%)
                                                                                              
T.C.P.U.*                 26.2               5.2%              26.5               5.2%             1.15%
                                                                                              
Trade                    118.4              23.4%             120.1              23.5%             1.44%
                                                                                              
F.I.R.E                   42.6               8.4%              43.1               8.4%             1.17%
                                                                                              
Services                 130.1              25.7%             130.6              25.5%             0.38%
                                                                                              
Government                98.5              19.5%              98.9              19.3%             0.41%
                                                                                              
==========================================================================================================
TOTALS                   506.1             100.0%             511.3             100.0%             1.03%
==========================================================================================================

*    Transportation, & Public Utilities
**   Finance/Insurance/Real Estate
==========================================================================================================
</TABLE>

     Over the past year, total employment witnessed a small increase of 1.03
percent. Construction and Retail Trade were the leading industries with an
overall increase of 4.64 percent and 1.44 percent respectively. This offset the
small losses in the mining industry.

     The appraisers have outlined both the major employers in the local market
of Henrico County and the macro market of metropolitan Richmond, Virginia. It
should be noted that in both the metropolitan rankings and the county rankings
the top employment lists include private industry only. As can be seen, the
majority of the employment is trade and service oriented in nature for both
areas. The following charts summarize the major employers within the county and
the MSA.


================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               Regional Analysis
================================================================================


     =======================================================================
                              MAJOR AREA EMPLOYERS
                             HENRICO COUNTY (1997)
     =======================================================================

     =======================================================================
      Employer                                         Number of Employees
     =======================================================================
      Circuit City                                            5,000-6,000
      Reynolds Metal                                          4,000-5,000
      Crestar Financial                                       3,000-4,000
      Secours                                                 3,000-4,000
      Tri-Son Health Care                                     2,000-3,000
      Via Systems Technology                                  2,000-3,000
      American Home Products                                  1,000-2,000
      United Parcel Service                                   1,000-2,000
      Tysons Ford                                              900-1,000
      Stone Container                                           800-900
     =======================================================================
      Source: Henrico County Office of Economic Development
     =======================================================================
                       

     =======================================================================
                              MAJOR AREA EMPLOYERS
                      RICHMOND, VIRGINIA METRO AREA (1997)
     =======================================================================
      Employer                                          Number of Employees
     =======================================================================
      Philip Morris USA                                           8,000
      Columbia/HCA Healthcare Corp.                               6,340
      Circuit City Stores                                         5,194
      Reynolds Metals Co.                                         4,300
      Capital One Financial Corp.                                 4,064
      Dominion Resources Inc.                                     3,803
      Ukrops Super Markets Inc.                                   3,585
      Allied Signal Corp.                                         3,400
      Crestar Financial Corp.                                     3,252
      Bon Secours Richmond Health                                 3,051
      NationsBank Corp.                                           2,726
      Trigon Blue Cross/Blue Shield                               2,705
      Signet Banking Corp.                                        2,501
      DuPont Co.                                                  2,500
      Bell Atlantic-Virginia                                      2,445
      Viasystems Technologies Corp.                               2,100
      Food Lion Inc.                                              1,621
      Central Fidelity Banks, Inc.                                1,595
      Richfood Holdings Inc.                                      1,583
      Wal-Mart Stores Inc.                                        1,512
     =======================================================================
     Source: Richmond Times Dispatch
     =======================================================================

Transportation

     The Richmond area is served by four interstate highways creating an
excellent network for entering and exiting the vicinity. Interstate routes 95,
64, 195 and 295 are within the City and serve the metropolitan area. Interstate
95 is the most important north-south highway on the

================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                               Regional Analysis
================================================================================

eastern seaboard. To the north, it connects Richmond with Washington, D.C. and
other cities in the northeast corridor; to the south, it reaches to Miami,
Florida. Route 95 also traverses downtown Richmond and serves as an expressway
in the local vicinity. Interstate 64, which runs principally east to west, lends
access to Hampton Roads and the Tidewater area of Virginia. To the west, it
intersects with Interstate 81 in the Shenandoah Valley before continuing to West
Virginia and Kentucky. Locally, I-295 forms a semicircle around the metropolitan
area, with an eventual extension south to Prince George County and a southern
connector to Interstate 95 is proposed. Interstate Route 195 gives access to the
portion of Richmond located along the James River. Yet another local expressway
is the Powhite Parkway which links the two halves of the city of Richmond (the
north and south banks of the James River). The Powhite has been extended to the
emerging suburban areas of central Chesterfield County. Several U.S. highways
converge in Richmond, namely, Routes 1, 33, 60, 250, 301 and 360.

     Richmond International Airport has recently undergone a $38 million
expansion, making it a modern state-of-the-art airport. The expansion includes
all-weather second level boarding courses and a new entrance roadway connecting
with Interstate 64. The airport is located 12 miles east of Richmond in Henrico
County. There are over 200 flights daily by American, Delta, Eastern, United and
U.S. Air, plus six regional carriers. Air time to New York is only 60 minutes.

     The Richmond area is a major East Coast rail center. Passenger railways are
utilized by AMTRAK while the major freight railway companies are CSX
Transportation; Richmond, Fredericksburg and Potomac; and Norfolk-Southern.

     The port of Richmond provides an excellent water transportation system for
cargo to Europe, Africa, South America, Canada and the Caribbean. The deep water
port is the westernmost on the north Atlantic and handles over 413,000 tons of
bulk and container cargo annually.

     The Greater Richmond Transit Company (GRTC) provides transportation
services to commuters. The system offers several transit routes in Henrico
County as well as downtown service connecting the financial and retail
districts. Trailways, Greyhound and Groome Transportation charter buses to other
cities.

Education/Recreation

     The Richmond area boasts of numerous colleges and universities in the
vicinity. Among these educational institutions are Randolf-Macon College,
University of Richmond, Virginia Commonwealth University, Medical College of
Virginia, Virginia Union College, etc. Many of the area's public secondary
school systems allocate higher per student expenditures than the national
average. Area school systems have also adopted progressive measures over the
past decade to improve and enhance the normal school criteria. In addition,
there are many prestigious private secondary schools including St.
Christopher's, St. Catherine's, Collegiate, and Benedictine.

     The city of Richmond serves as the cultural and recreational heart of
Central Virginia. There are many museums including the Virginia Museum of Fine
Arts, The Valentine Museum, Museum of the Confederacy, and the Science Museum of
Virginia.

================================================================================

                                      -12-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                               Regional Analysis
================================================================================

     In addition, Richmond serves as a center for the performing arts at
locations including the Carpenter Center and the Theater Virginia. Local area
residents can also enjoy numerous parklands including James River Park, Bryan
Park and Pocohontas State Park.

Conclusion

     Richmond is centrally located along the East Coast at the northern end of
the Sun Belt. This location contributed to its growth as a business and
industrial area over the last decade. While population and employment growth in
the region have recently diminished, both are expected to continue growing at
moderate rates during the 1990s. The moderate cost of living, low taxes and
strong economics appeal to Richmond businesses. Transportation networks and
waterways that make Richmond attractive to corporations also make it attractive
to individuals. Overall, the Richmond area is expected to prosper moderately in
the future.


================================================================================

                                      -13-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                          OFFICE MARKET ANALYSIS
================================================================================

Richmond Metropolitan Office Market

     Richmond is the capitol of Virginia and is headquarters to 14 Fortune 500
Companies. The office market is segmented by location within the metropolitan
area, with the Central Business District (CBD) of Richmond being the oldest
segment. As the office market expanded around the CBD, new development was
categorized into four quadrants: northwest, northeast, southwest and southeast.
Most of the growth in past decade occurred in the northwest and southwest
quadrants. Although many firms prefer to be located in downtown Richmond,
Henrico County has become a new growth area for office park development. The
campus style office development became increasingly popular in the 1980s.
Development has generally expanded away from the urban core into northwest
Henrico County (just south of Interstate 295). The amount of office space in the
eastern quadrants is so insignificant that reliable statistics for these areas
were not available.

     According to Harrison & Bates, Inc. 1997 Office Market Report, total
inventory of office space in the Richmond metropolitan area in 1996 was
approximately 18.1 million square feet, with approximately 6.1 million square
feet in the Richmond CBD and 11.9 million square feet in the suburban markets.
The following table presents the geographic distribution of the office inventory
in the metropolitan area, along with other statistical data:

 ===============================================================================
                      Geographic Distribution of Inventory
                       Metropolitan Richmond Office Market
                                  Year-End 1996
 ===============================================================================
 Jurisdiction             Inventory SF    Overall     SF Under       Y-T-D Net
                             (000)        Vacancy     Construction   Absorption
 ===============================================================================
 Central Business District   6,131,500       16.36%             0        200,407
 Northwest Quadrant          8,048,248        6.23%        80,000        316,002
 Southwest Quadrant          3,890,710        9.46%       157,788         68,171
 ===============================================================================
  Total                      18,070,458      10.36%       237,788        584,580
 ===============================================================================

     As of year-end 1996, the overall vacancy rate stood at 10.36 percent,
continuing a slow recovery from the year-end 1994 vacancy of 12.43 percent. The
continued decline in vacancy is a result of minimal pure speculative office
space brought on the market in recent years. Vacancy was higher in the CBD at
16.4 percent than in the suburbs at 7.3 percent. The Northwest submarket
demonstrated the lowest vacancy rate of 6.2 percent, where it has generally
remained for the past three years. The Southwest Quadrant demonstrated the most
improvement, with vacancy decreasing from 14.44 percent in 1994 to the current
level of 9.46 percent. This is the first decline below ten percent since the
early 1980s. The following table presents the historical vacancy, rental rate
and absorption data, showing a steadily declining vacancy rate and increased
absorption:


================================================================================

                                      -14-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                          Office Market Analysis
================================================================================

   =============================================================================
                                 Historical Data
                       Metropolitan Richmond Office Market
                                   1994 -1996
   =============================================================================
   Year        Inventory SF     Vacancy          SF Under         Net Absorption
                   (000)                      Construction             (SF)     
   =============================================================================
                                                         
   1994       17,430,591       12.43%              62,000             407,215
   1995       17,655,281       11.56%             352,000             344,077
   1996       18,070,458       10.36%             237,788             584,580
   =============================================================================
         Annual Averages       11.44%             217,263             445,291  
   =============================================================================

     Lenders' strict underwriting criteria, limited market demand, and the
increase in sublet market space as a result of corporate consolidations and
downsizing all contributed to the lack of office construction in 1994. In 1995
and 1996, construction of office space increased, with a total of 352,000 and
237,788 square feet of space completed, respectively. Most of the new
construction in 1996 occurred in the Southwest Quadrant, accounting for 157,788
square feet or 66 percent of total new construction. The remaining 80,000 square
feet of new space was delivered in the Northwest Quadrant and included five
build-to-suits within the Innsbrook Office Park, some of which included
speculative office space (minimal). No new construction was delivered in the
CBD, as it continues it slow recovery with a glut of Class C space.

     The market absorbed 584,580 square feet in 1996, an increase of 70 percent
over the 1995 figure. This level approximates the average annual absorption
between 1992 and 1996 of 541,159 square feet. The Northwest Quadrant absorbed
the largest amount of space in 1996 totaling 316,002, or 54 percent of total
absorption.

Current Construction Activity

     Only build-to-suit construction is expected through 1997 and 1998, as
developers are still having difficulty financing purely speculative projects.
According to numerous sources throughout the market, one of the most important
and far reaching commercial real estate developments over the past two years was
the announcement by Motorola's plans to build a major semi-conductor plant in
Goochland County. The company exercised an option to purchase 230 acres in the
West Creek Corporate Center. Long term plans call for construction of several
million square feet of buildings and the creation of an initial 5,000 jobs. This
location is only minutes from the Innsbrook area and will likely increase demand
from semi-conductor clients and associated firms.

     Discussions with local market participants indicated that Northwest
Richmond is a developers market, given the lack of available space. A number of
major corporations, such as Wheat First, Circuit City, Virginia Mutual Insurance
Company and Heilig Meyers, have built or are starting construction of their own
buildings. Innsbrook appears to be the most attractive site for office
development, with several deliveries expected by year-end 1997. A summary of
buildings currently under construction is highlighted below.


================================================================================

                                      -15-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Office Market Analysis
================================================================================

  ==============================================================================
                          Buildings Under Construction
                               Northwest Quadrant
  ==============================================================================
     Building                Size (SF)           SF  % Available   Asking Rental
                                          Available                   Rate (SF)
  ==============================================================================
   Glen Forest Medical       40,000             0            0%          N/A
   Virginia Mutual           64,000        35,000        54.7%       $17.25
   Wheat First              100,000        70,000        70.0%       $17.00
  ==============================================================================
                                         
Investment Market

The investment market in the metropolitan Richmond area has been active. Since
1995, there has been a marked turnaround in property sales in the office market,
with buyers motivated by the turnaround in the market and the potential
appreciation of property values. Sellers are no longer lenders, as many of the
distressed situations have been resolved. Buyers returning to the market include
REITS, pension funds, insurance companies and local or regional investors. With
a higher concentration of available capital, the metropolitan market has
experienced rising prices on average. The table on the following page depicts
historical and recent office building sales that have occurred in the suburban
Richmond market.

     The sales indicate a wide range in unit values from a low of $30.58 to a
high of $114.94 per square foot of rentable area. As depicted, real estate
values have stabilized throughout suburban Richmond over the past two years.
Class A and B properties located in highly desirable office parks with high
occupancy sold in the range of $85.00 to $11 0.00 per square foot. The Southwest
Quadrant office sales were generally lower than those in the Northwest Quadrant,
selling in the $80.00 to $90.00 per square foot range. Property values in the
downtown market continue to be depressed, with few sales occurring.

     Apartment communities joined by suburban office properties as currently the
most desirable investment property type. In the office market, the few downtown
building sales were dwarfed by activities within the suburbs, with the strongest
action in the Northwest Quadrant. Highwoods REIT was the most active buyer,
purchasing a number of buildings in Innsbrook. In the Southwest Quadrant,
Brookdale Investors purchased two buildings in Moorefield, while two other
buildings were purchased by Commonwealth Atlantic Properties (formerly RF&P) in
The Arboretum.

================================================================================

                                     -16- 

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
==============================================================================================
                                    Office Building Sales Summary
                                       Suburban Richmond
==============================================================================================
    Bldg. Address            Size(SF)      Yr Built        Occup.    Sale Date     Price (SF)
==============================================================================================
<S>                           <C>            <C>             <C>         <C>         <C>   
Vistas at Brookfield           70,582          1985            95%       05/97        $82.74
                                                                                   
Pioneer Building               49,019          1987           100%       05/97        $76.50
                                                                                   
Moorefield V                   42,000          1986            96%       04/97        $86.67
                                                                                   
4101 Cox Road                  58,184          1990            95%       12/96       $103.12
                                                                                   
804 Moorefield Park Dr.        51,307          1985          97.5%       12/96        $83.81
                                                                                   
808 Moorefield Park Dr.        47,230          1987           100%       11/96        $69.87
                                                                                   
4701 Cox Road                 100,178          1990            99%       06/96       $106.90
                                                                                   
Arboretum VI and VII          103,986          1990            95%       06/96        $85.54
                                                                                   
4881 Cox Road                 108,000          1996           100%       02/96       $101.16
                                                                                   
Vantage Place                  55,374        1986-88           96%       09/95        $79.28
                                                                                   
Vantage Pointe                 63,867          1990            95%       09/95        $84.71
                                                                                   
Owens & Minor                  63,000          1989           100%       09/95       $114.94
                                                                                   
Markel & Mercer Buildings     197,260        1987/90          100%       07/95        $98.35
                                                                                   
Proctor-Silex                  97,253          1988            99%       07/95        $85.53
                                                                                   
Colonnade at Innsbrook         65,757          1986            98%       12/94        $88.36
                                                                                   
Aetna Office Building         101,293          1990            98%       12/94        $83.91
                                                                                   
Markel Building                71,745          1988            95%       09/94       $100.36
                                                                                   
Koger Southside               131,000          1986            84%       09/94        $55.00
                                                                                   
Progressive Building           70,260          1987            90%       06/94        $83.09
                                                                                   
Allstate Building              39,281          1985           100%       03/94        $77.65
                                                                                   
10710 Midlothian Tnpk.         152,000          1989            64%       07/93        $38.98
                                                                                   
2820 Waterford Lake Dr.        42,718          1989            69%       05/93        $40.97
                                                                                   
9321-27 Midlothian Tnpk        63,770          1984            64%       03/93        $30.58
==============================================================================================
</TABLE>
                                                                      
Land Values                                                           

     Over the past year, there has been an increased level of sales activity for
vacant office sites. However, tightened credit, a drop in new construction and
poor performance among improved properties has limited the pool of potential
buyers of office land. In addition to poor demand for office sites, there is a
glut of land available for development and for sale. Some of these projects
include Gateway, Boulders, Bellgrade, Stony Point, Westerre, Innsbrook,
Moorefield, West Creek, etc. At present, there are over 1,000 acres of office
land available for development in established office parks throughout the
region. In addition to these sites available in park developments, there are
many single office tracts dispersed throughout the Richmond suburbs available
for sale.


================================================================================

                                      -17-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                          Office Market Analysis
================================================================================

     As with the improved sales, the land sale price trend is upward. The
primary hub of activity is the subject's Innsbrook Office Park, where property
values have increased as demand for office space in this park continues to
strengthen. Prior to 1994, land tracts were sold from former lenders or
institutions regulated by the Resolution Trust Corporation (RTC), and buyers
would only purchase land at cut-rate prices. As noted in the following table,
recent activity includes a clear increase in the demand for and price of office
land.


<TABLE>
<CAPTION>
=====================================================================================
                                Office Land Sales Summary
                           Metropolitan Richmond Office Market
=====================================================================================
      Location                     Net Area   Sale Date    Sale Price     Price/Acre
                                    (Acres)
=====================================================================================
<S>                                    <C>       <C>       <C>              <C>     
Innsake Drive                           2.90     02/97     $  555,500       $191,552
Innsbrook, VA

Lake Brook Drive                        8.00     11/95     $1,200,000       $150,000
Innsbrook, VA

North Park Drive                        7.97     07/95     $  995,625       $125,000
Innsbrook, VA

North Park Drive                       12.84     07/95     $1,605,000       $125,000
Innsbrook, VA

Cox Road and Nuckols Road               5.00     01/95     $  750,000       $150,000
Innsbrook, VA

Innsbrook Drive @ The Overlook         52.00     12/94     $5,096,000       $ 98,000
Innsbrook, VA

Lakebrook Drive                         5.50     11/94     $  808,500       $147,000
Innsbrook, VA

Westerre Office Park @ Gaskin Road     10.67     05/94     $  880,400       $ 82,511
Innsbrook, VA

Polo Parkway/Bellgrade                  4.14     10/93     $  372,877       $ 90,165
Chesterfield County, VA

Cherokee Road/Stony Point              40.28     07/93     $2,202,483        $54,723
City of Richmond, VA

Waterfront Dr/Innsbrook                 6.60     03/93     $  485,000        $73,484
Henrico County, VA
=====================================================================================
</TABLE>

     The appropriate unit of comparison in suburban Richmond is the price per
usable acre. The preceding sales represent both speculative investors and
build-to-suit/owner-occupant sales. The most recent sale, however, involved the
purchase of a site within Innsbrook for development of a Homewood Suites hotel.
These sales represent a trading range from $54,723 per usable acre to $191,500
per usable acre. Market participants indicated that, due to the limited
availability of space, the market is shifting to a development market. This is
expected to continue to place upward pressure on land prices within the market.


Summary of Metropolitan Office Market

     Although some submarkets remain soft, the overall vacancy rate continues to
decline, and the remaining available space tends to be less desirable. The
Northwest Quadrant, in


================================================================================

                                      -18-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                          Office Market Analysis
================================================================================

particular, is leading the region in net absorption and vacancy. We believe that
over the next several years, the metropolitan office market should reach a more
stabilized position both from an occupancy and lease rate standpoint.

Northwest Quadrant Office Market

     The subject property is located in Henrico County within the Northwest
Quadrant. This quadrant is the largest submarket in terms of total rentable
area, with 8.0 million square feet of office space, or 45 percent of total
inventory. The Southwest Quadrant and CBD have 3.8 million square feet and 6.1
million square feet, respectively. Within Northwest Quadrant, the subject is
located within the Innsbrook Office Park, the prime office location within the
greater Richmond area. The Innsbrook Office Park includes a total of 3.5 million
square feet of space, or approximately 44 percent of the entire Northwest
Quadrant. The following table presents the historical vacancy and absorption
data for the Northwest Quadrant.

================================================================================
                                 Historical Data
                               Northwest Quadrant
                                   1994 - 1996
================================================================================
 Year              Inventory SF    Vacancy         SF Under       Net Absorption
                         (000)                   Construction              (SF)
================================================================================
 1994              7,535,932       6.20%            52,000            241,525
 1995              7,744,618       6.64%           332,000            161,764
 1996              8,048,248       6.23%            80,000            316,002
================================================================================
      Annual Averages              6.35%           154,667            239,764  
================================================================================


     Taken as a whole, the Northwest Quadrant office market exhibited an overall
vacancy rate of 6.23 percent as of year-end 1996. As depicted, vacancy has
remained relatively stable over the past three years despite new deliveries and
increased absorption. However, the vacancy rate has improved significantly in
this submarket over the past six to seven years, with the current vacancy rate
representing an 11.0+/- percent decline from year-end 1990, when it was 17.20
percent.

     Although vacancy for the submarket as a whole has remained relatively
stable, a breakdown by Class indicates that vacancy for Class A space has
continued to decline, with minimal Class A space availability. The lack of
significant new construction, coupled with positive absorption, has led to a
shortage of large blocks of Class A office space. According to Morton G.
Thalhimer, Inc.'s April 1997 Office Market Survey, Class A vacancy was 1.70
percent, compared to 9.20 and 24.66 percent for Class B and C space,
respectively. The most significant vacancy remains within the Class C market,
which increased its vacancy from 19.00 percent at year-end 1995 to the current
level of 24.66 percent. The following table illustrates the historical vacancy
for Class A space within the Northwest Quadrant.



================================================================================

                                      -19-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                          Office Market Analysis
================================================================================

        ================================================================
                                 Historical Data
                        Class A Space Northwest Quadrant
                                   1992 - 1996
        ================================================================
                    Year            Inventory SF                 Vacancy
                                           (000)
        ================================================================
                    4/92               4.609,013                 16.45%
                    4/93               4,609,013                  7.83%
                    4/94               5,086,263                  5.61%
                    4/95               5.341.839                  4.58%
                    4/96               5,545,839                  3.88%
                    4/97               6,698,886                  1.70%
        ================================================================
        Source: Morton G. Thalhimer, Inc. (April 1997)
        ================================================================

     Despite tight market conditions within the Northwest Quadrant for the past
three years, rental rates for Class A space have edged up only slightly, while
rates for Class B and C remained flat, keeping those properties competitive with
Class A product. Due to the lack of space availability within the Class A
market, brokers anticipate continued upward pressure on rental rates. Free rent
and tenant improvement allowances are currently limited in the Northwest
Quadrant, as tenants generally prefer the lowest possible base rental rate.

     The general consensus is that tenants will have to sign concession free
leases at a rate of $16.50 to $17.00 per square foot for multi-tenant Class-A
buildings in the Northwest Quadrant by year-end 1997. These figures do not
reflect that, while face rents have increased somewhat, concession packages have
diminished significantly. Many landlords in the market depicted limited tenant
improvement packages and no free rent allowances in recent deals. Furthermore,
landlords have been able to obtain an expense reimbursement from some tenants,
which has been absent from Richmond office leases for some time.

     Brokers and investors were surveyed as to their opinions of rent spikes,
given the lack of available Class A space within the market. Several brokers
indicated that there would be a potential for rent spikes; however, this notion
has not come to fruition over the past two years and is not likely to occur
because of the large amounts of vacant land available for development. Moreover,
with continued construction of space (even build-to-suits), the potential for
rent spikes lessens. Over the past year, rental rates edged up only slightly
from an average of $15.75 per square foot to $16.25 per square foot, an increase
of about 3.0 percent. Investors surveyed indicated that rent spikes were highly
speculative and generally not incorporated into their purchase decisions.
Although many investors felt that rental rates may in fact grow at a rate
greater than inflation over the short term, they are typically unwilling to make
this assumption in their investment projections.

     As can be seen, the forces of supply and demand have pushed the Northwest
Quadrant Class A office market toward a landlord's market, with a shortage of
supply as evidenced by the declining vacancy factor, increased rental rates, and
declining concessions. Market participants expect rents to continue to increase
and reach a level which will justify speculative development in the near term.


================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Office Market Analysis
================================================================================
Micro Market Survey (Innsbrook)

     The subject property is located on Lake Brook Drive, just north of its
intersection with Nuckols Road, within the Innsbrook Office Park. Neighborhood
boundaries are considered to be I-295 to the north and west, Springfield Road to
the east, and I-64 to the south. Nuckols Road provides access to I-295
immediately west of the property, while Cox Road provides access to I-64 less
than one mile south. These interstates provide accessibility and convenience
throughout the metropolitan area and provides direct access to Interstate 95,
which is the main north/south artery on the east coast.

     Predominant land uses in the area consist of a mixture of commercial
development, including retail centers and office buildings, single-family
detached, single-family attached and multi-family residential developments, as
well as a wide variety of highway commercial uses along the major roadways.

     As noted, the subject is located within the Innsbrook Office Park.
Innsbrook is the prime suburban office location for corporations seeking space
in the Richmond area due to the campus setting and vast amount of amenities
offered. A brief description of Innsbrook, including amenities offered, is
summarized in the following table.

================================================================================
                           Innsbrook Corporate Center
================================================================================

              o Size                          800 acres
              o Number of Buildings           65
              o SF Developed                  2.4+ million
              o Number of Companies           325
              o Number of Employees           11,000+
              o Site Amenities                3 miles jogging trails
                                              Volleyball Courts
                                              126-room AmeriSuites Hotel
                                              136-room Hampton Inn
                                              Innsbrook Shoppes (Retail Center)
                                              Corporate Picnic Area
                                              Outdoor Activity Pavilion
                                              U.S. Post Office
                                              Henrico County Public Library
                                              Five Residential Communities
                                              532 single family homes
                                              88 condominiums
================================================================================
     In addition to the amenities presented above, there are a total of three
lakes: Lake Innsbrook (6 acres); Waterfront Lake (11 acres); and Lake Rooty (18
acres).

     Innsbrook Office Park is located northwest of the CBD of Richmond, on both
sides of the intersection of Nuckols Road and Cox Road, and includes a total of
3,554,168 square feet of space among 70 office buildings. The following table
presents the historical vacancy for the office park over the past five years,
showing a continuing declining vacancy rate.

================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                          Office Market Analysis
================================================================================

         =============================================================
                               Historical Vacancy
                              Innsbrook Office Park
                             April 1992 - April 1997
         =============================================================
          Year          Inventory SF       Vacancy          Vacancy
                               (000)           (SF)               %
         =============================================================
          1992             2,346,651       316,415         13.48%
          1993             2,400,991       136,275          5.68%
          1994             2,419,324       51,460           2.13%
          1995             2,452,800       61,375           2.50%
          1996             2,572,800       40,474           1.57%
          1997             3,554,168       18,219           0.05%
         =============================================================
         Source: Morton G. Thalhimer, Inc. (April 1997)
         =============================================================

     Vacancy in Innsbrook reached its peak in September 1991 at 19.57 percent.
Since this time, there has been a consistent downward trend in vacancy rates,
with a current vacancy rate of under 1.0 percent as of April 1997. As indicated,
demand has outpaced supply since 1994, when vacancy declined to 2.13 percent.
Significant construction activity occurred in 1996, as 981,368 square feet was
added to the Innsbrook office market. This space was confined primarily to two
owner-occupied developments: Capitol One completed construction of 454,000
square feet in three buildings in 1996 and Signet Bank completed a 330,000
square foot building. All of the space was 100% owner occupied at the time
construction was complete.

     We conducted a micro-market analysis, concentrating on competing office
buildings, containing a total of 545,000+/- square feet. These projects,
presented on the table on the following page, are more indicative of the
subject's competition than the entire suburban market as previously examined.
The competition for the subject comes from other Class A and good quality Class
B office buildings in the Innsbrook Office Park. These buildings are generally
mid -rise suburban office buildings, built in the late 1980s/early 1990s, with
surface or structured parking in similar settings.

     The buildings in the micro-market range in size from 43,300 to 101,293
square feet. Asking rental rates range from $15.50 to $17.00 per square foot,
full service, for conventional office space, with an average of $16.06 per
square foot. The overall vacancy among the surveyed buildings is less than one
percent, with eight of the competitive projects fully occupied. Within the
entire Innsbrook Office Park, only three other buildings are not 100 percent
occupied, all of which have less than 3,000 square feet of space available.

     Relative to its competition, the subject represents the newest building in
the market. It is typical in terms of quality and finishes for most of the
competitive buildings and is considered to be Class A building in this market.

================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                          Office Market Analysis
================================================================================

<TABLE>
<CAPTION>
================================================================================================
                                     Innsbrook Office Park
                                     Competitive Properties
                                           April 1997
================================================================================================
      Name/Location        Year Built     Total SF     Vacant SF        Vacancy    Quoted
                                                                                    Rents
================================================================================================
<S>                           <C>         <C>            <C>             <C>        <C>   
The Colonnade                 1986        65,757         4,559           6.9%       $16.50
4050 Innslake Dr. 

AETNA Building                1990       101,293             0             0%       $16.00
4701 Cox Rd

Allstate Building             1986        43,300             0             0%       $16.00
4191 Innslake Dr

Liberty Mutual Building       1990        58,325             0             0%       $16.00
41 01 Cox Rd

Rowe Plaza                    1990        77,442             0             0%       $17.00
4510 Cox Rd

Progressive Building          1987        70,260             0             0%       $15.50
4461 Cox Rd.

Cigna Building                1984        46,914             0             0%       $15.50
4198 Cox Rd

Markel Building               1987        72,260             0             0%       $16.00
4551 Cox Rd

================================================================================================
TOTAL                          N/A       535,551         4,559          0.01%       $16.06 (Avg)
================================================================================================
</TABLE>

Summary

     The Northwest Quadrant and Innsbrook office markets are continuing their
strong absorption and rental rate growth trends. Investment activity in the
office market has also continued to be active. With healthy absorption in the
Northwest Quadrant, the vacancy rate has remained near 6.0 percent over the past
three years. Similarly, the Innsbrook Office Park experienced positive
absorption and declining vacancy, with a current vacancy rate of less than 1.0
percent. Recent trends in the Innsbrook market include increasing rental rates,
lower vacancy rates, and the potential for new speculative or build-to-suit
construction.

     The subject property benefits from its location at an easily accessible
intersection in western Henrico County. The neighborhood bodes well for the
subject property in terms of demand generated for office space due to the
excellent access and transportation arteries accessible from Innsbrook. In
addition, corporations are attracted to the area due to the excellent amenities
offered including retail, hotel and residential development. Innsbrook Corporate
Center is considered the prime location for suburban office users within the
Richmond metropolitan area.


================================================================================

                                      -23-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                          Office Market Analysis
================================================================================

     Based on the characteristics of the neighborhood, we believe continued
investment in stabilized properties is warranted. The area appears stable and
improving. We project that growth will continue to be positive.






================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                            PROPERTY DESCRIPTION
================================================================================

Site Description

Location:                     East side of Lake Brook Drive, north of Nuckols
                              Road. The street address is 4805 Lake Brook Drive,
                              Innsbrook, Henrico County, Virginia

Shape:                        Basically rectangular

Area:                         8.0 acres (348,480 square feet)

Frontage:                     The site has frontage along the east side of Lake
                              Brook Drive.

Topography/Terrain:           Slightly below street grade.

Street Improvements
 Lake Brook Drive:            Two lane in each direction, asphalt paved,
                              concrete curbs and sidewalks, street lighting and
                              storm drains

Soil Conditions:              We not receive or review a soil report. However,
                              we assume that the soil's load-bearing capacity is
                              sufficient to support the existing structures. We
                              did not observe any evidence to the contrary
                              during our physical inspection of the property.
                              The tract's drainage appears to be adequate.

Utilities
     Water & Sewer:           Henrico County
     Electricity:             Virginia Power Company
     Telephone:               Bell Atlantic Telephone

Access:                       Primary access is from Lake Brook Drive

Land Use Restrictions:        We were not given a current
                              title report to review. We do not know of any
                              easements, encroachments, or restrictions that
                              would adversely affect the site's use. However, we
                              recommend a title search to determine whether any
                              adverse conditions exist.

Flood Hazard:                 According to FEMA Community Panel No. 510077-0050
                              B National Flood Insurance Rate Map, dated
                              February 4, 1981, the subject property appears to
                              be in Zone C, an area outside the 500 year flood
                              plain where flood insurance is not required.

Wetlands:                     We were not given a Wetlands survey. If a
                              subsequent engineering survey reveals the presence
                              of regulated Wetlands areas, we reserve the right
                              to amend this valuation.


================================================================================
              
                                      -25-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Property Description
================================================================================

Site Improvements:            Concrete curbs and sidewalks and surface parking
                              for 275 vehicles.

Hazardous Substances:         We were not given a Wetlands survey. If subsequent
                              engineering data reveal the presence of regulated
                              wetlands, it could materially affect property
                              value. We recommend a wetlands survey by a
                              competent engineering firm

Comments:                     Good site for office development due to location
                              and size.

Improvements Description

     The site is improved with a two-story office building known as Lakebrooke
Pointe, which is located at 4805 Lake Brook Drive in Innsbrook, Henrico County,
Virginia. The improvements comprise a precast steel frame Class A office
building that was constructed in 1996 and contain 61,632 square feet of net
rentable area. As of the date of appraisal, the building was 100 percent
occupied by four tenants ranging in size from 2,709 to 31,500 square feet.

     We were not provided with any plans or construction specifications for this
property. The following description is based on our visual inspection and
discussions with the building manager. We inspected several, but not all areas
of the building. We noted the finish to be good quality and in good condition,
in those areas. Following are the construction details for the subject
improvements based on our inspection of the property.

General Data

     Year Built:               1996

     Building Area
      Net Rentable Area (NRA): 61,632 square feet

     Number of Stories:        2

Construction Detail
     Foundations:              Concrete slab

     Framing:                  Steel

     Floors:                   Concrete slab

     Exterior Walls:           Precast concrete panels

     Roof Structure:           Flat built-up tar and gravel

     Roof Cover:               Insulated membrane roofing

     Windows:                  Metal frame, insulated double glaze


================================================================================
                               
                                      -26-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                            Property Description
================================================================================


     Pedestrian Doors:        Double set of double glass in metal frame doors

Mechanical Detail
     Heating and Cooling:     Electric variable air volume (VAV) system.

     Electrical Service:      Assumed to meet code

     Elevator Service:        Each building is served by two hydraulic cabs.

Fire Protection:              Sprinklered

Interior Detail
     Layout:                  The building is served by a central elevator lobby
                              with offices along the perimeter.

     Floor Covering:          Primarily carpet in the office areas and ceramic
                              tile in the restrooms.

     Walls:                   Painted gypsum wall board on metal studs.

     Ceilings:                Ceilings in office and hall areas are suspended
                              acoustical tile.

     Lighting:                Recessed fluorescent

     Rest Rooms:              Each floor has a set of men's and women's
                              restrooms.

Americans with
     Disabilities Act (ADA):  The Americans With Disabilities Act (ADA) became
                              effective January 26, 1992. We have not made, nor
                              are we qualified by training to make, a specific
                              compliance survey and analysis of this property to
                              determine whether or not it is in conformity with
                              the various detailed requirements of the ADA. It
                              is possible that a compliance survey and a
                              detailed analysis of the requirements of the ADA
                              could reveal that the property is not in
                              compliance with one or more of the requirements of
                              the Act. If so, this fact could have a negative
                              effect upon the value of the property.

Hazardous Substances:         We are not aware of any potentially hazardous
                              materials (such as formaldehyde foam insulation,
                              asbestos insulation, radon gas emitting materials,
                              or other potentially hazardous materials) which
                              may be used in the construction of the
                              improvements. If concerns exist in this area, we
                              recommend that a professional engineer be engaged.


================================================================================
                            
                                      -27-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Property Description
================================================================================

Other Site Improvements
     On-Site Parking:         275 surface parking spaces, or 4.5 spaces per
                              1,000 square feet of building area

     Landscaping:             Good, mature trees, shrubbery around the building
                              and parking lot perimeter

Comments:                     The quality of the subject improvements is rated
                              good. The layout and functional plan are
                              considered good. No deferred maintenance was
                              encountered. The normal life expectancy of a
                              building of this type is 45 years. We consider the
                              effective age to be equal to one year, leaving an
                              estimated remaining economic life of 44 years.

                              We did not inspect the roof of the building or
                              make a detailed inspection of the mechanical
                              systems. The appraisers, however, are not
                              qualified to render an opinion as to the adequacy
                              or condition of these components. The client is
                              urged to retain an expert in this field if
                              detailed information is needed about the adequacy
                              and condition of mechanical systems


================================================================================

                                      -28-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                               REAL ESTATE TAXES AND ASSESSMENTS
================================================================================

     The subject property is identified for real estate assessment and taxation
purposes by Henrico County, Virginia as parcel 28-A-20E. Henrico County
assesses commercial property annually through a computer analysis of comparable
sales. The assessed values reflect full market value. Every two to five years,
the County will physically inspect each property. Present rules do not call for
automatic reassessment upon sale or transfer of ownership. The assessments and
tax bills are based on a calendar year basis. The subject property was recently
assessed in January 1997.

Tax Rates

     The 1997 tax rate for Henrico County is $0.94 per $100 of assessed value.
The following chart depicts a four-year prior history:

<TABLE>
<CAPTION>
===============================================================================================
                         Tax Rate Per $100 of Assessed Value
===============================================================================================
  Taxing Authority           1993          1994           1995           1996           1997
                          Tax Rate       Tax Rate       Tax Rate       Tax Rate       Tax Rate
===============================================================================================
<S>                          <C>          <C>            <C>            <C>            <C>  
    Henrico County           $0.98        $0.98          $0.98          $0.96          $0.94
===============================================================================================
</TABLE>

     Between 1980 and 1995, the tax rate for Henrico County remained unchanged
at $0.98 per $100 of assessed value. As depicted, the 1996 and 1997 rates
decreased slightly to $0.96 and $0.94 per $100 of assessed value, respectively.
Tax rates tend to increase or decrease based upon the combined influences of
changes in property values and increasing governmental budgetary needs as the
jurisdiction tries to maintain a pace with inflationary pressures. Over the long
term the county tax rates show an upward trend and we would expect tax rates to
increase in incremental bumps. Given the relative flatness of tax rates over the
past decade, we anticipate future increases in the tax rate to be minimal.

Tax Assessment

     The subject's 1997 full cash value and subsequent assessment is outlined in
the following table.

          =============================================================
                                Lakebrooke Pointe
                         Full Cash Value and Assessment
          =============================================================
             Land Value                             $  960,800
             Improvement Value                      $4,009,200
             Total Value                            $4,970,000
             Taxable Assessment                     $4,970,000
             Tax Rate                                x    .094
                                                    ----------
             Taxes Due                              $46,718.00
          =============================================================

Ad Valorem Tax Conclusions

     As developed above, the net tax associated with the subject property is
$46,718, or $0.76 per square foot. To measure whether the property's taxes are
market oriented, we analyzed the tax liabilities of comparable properties within
the Innsbrook Office Park, as summarized on the following table.


================================================================================
      
                                      -29-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                               Real Estate Taxes and Assessments
================================================================================

================================================================================
                           Real Estate Tax Comparables
                              Innsbrook Office Park
================================================================================
        Building            Size (SF)     Yr Built      R.E.     R.E. Taxes (SF)
                                                       Taxes
================================================================================
The Colonade                 65,758         1986      $53,035         $0.81
4050 Innslake Drive
AETNA Building               101,293        1990      $76,982         $0.76
4701 Cox Road
Liberty Mutual Building      58,325         1990      $50,112         $0.86
4101 Cox Road
Allstate Building            43,300         1986      $34,158         $0.79
4191 Innslake Drive
================================================================================

     The real estate taxes of comparable office buildings within the Innsbrook
Office Park range from $0.76 to $0.86 per square foot. The subject property's
1997 actual taxes of $0.76 per square foot falls within the range indicated by
the comparable properties, albeit at the low end of the range.

     The full cash value for the subject property is 37 percent lower than our
value conclusion. Because present assessment rules do not call for automatic
reassessment upon sale or transfer of ownership, the tax rate has remained
relatively flat over the past decade, and the subject's current assessment falls
within the range of the tax comparables, we have not forecast a substantial
increase in real estate taxes in our analysis of the property. Overall, we are
projecting growth in real estate taxes consistent with inflationary
expectations, or about 3.5 percent per year.


================================================================================

                                      -30-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                                          ZONING
================================================================================

     The subject property is zoned M-1C, a light industrial zoning district of
Henrico County, Virginia. The purpose of this zoning classifications is to
provide areas for industrial and manufacturing uses. A wide range of uses are
permitted including manufacturing, fabricating, processing, wholesale
distribution and warehousing facilities, as well as office and retail. The
Henrico Zoning Ordinance is pyramidal with respect to business, industrial and
office zones and essentially, most use allowed in the business and office zone
is permitted in the M-1 district. The following restrictions apply:

     Minimum Lot Area:                None Specified

     Minimum Lot Width:               None Specified

     Maximum Height:                  45 Feet

     Minimum Setbacks:
        Front:                        25 Feet

        Side:                         None, Unless adjacent to a residential
                                      district then 25 feet

        Rear:                         30 Feet
Off-Street Parking                    One space for every 250 square feet of
                                      floor area.  Given the gross building area
                                      of square feet, a total of 247 parking
                                      spaces are required. Currently, the
                                      subject site has 275 surface parking 
                                      spaces, which is above the minimum 
                                      required.  The indicated ratio is 4.4
                                      spaces per 1,000 square feet of NRA.

     We are not experts in the interpretation of complex zoning ordinances, but
the building appears to conform to current zoning requirements, including
parking. However, the formal determination of compliance is beyond the scope of
a real estate appraisal.

     To the best of our knowledge, there are no known deed restrictions (private
or public) which would further limit the use of the subject property. This
statement should not be taken as a guarantee or warranty that no such
restrictions exist. Deed restrictions are a legal matter and only a title
examination by an attorney would normally uncover such restrictive covenants.
Thus, an examination by a title attorney is recommended on the subject property
if any questions regarding such restrictions arise.


================================================================================

                                      -31-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            HIGHEST AND BEST USE
================================================================================

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute , the highest and best use of real
property is defined as:

     The reasonably probable and legal use of vacant land or an improved
     property, which is physically possible, appropriately supported,
     financially feasible, and that results in the highest value. The four
     criteria the highest and best use must meet are legal permissibility,
     physical possibility, financial feasibility, and maximum profitability.

     We evaluated the sites' highest and best use as if vacant. In this case,
the highest and best use must meet the aforementioned criteria. The use must be
(1) legally permissible, (2) physically possible, (3) financially feasible, and
(4) maximally productive.

Highest and Best Use, As If Vacant

     The first test concerns permitted uses. According to our understanding of
the zoning ordinance noted earlier in this report, the site could be developed
with general office and financial institutions uses. Residential, retail and
industrial uses are not permitted.

     The second test is what is physically possible. As discussed in the
Property Description section, the site's shape, soil, available utilities,
topography, etc. do not physically limit its use given its suburban location.
Additionally, we know of no easements which adversely impact the property. Thus,
the site has no physical limiting conditions, other than size, to restrict its
development.

     The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. After determining those uses which are
physically possible and legally permissible, the remaining uses must be analyzed
in light of their financial feasibility. That is, for a potential use to be
seriously considered, it must have the potential to provide a sufficient return
to attract investment capital from alternative forms of investments.

     The subject lies in the midst of office development. Additional office use
would be logical and consistent with surrounding uses. Other successful office
developments have been developed in the area, leading to the conclusion that
another similar use may also succeed. With the site's good access and excellent
location within the Northwest Quadrant office market, prospective tenants would
likely be interested in this location. Accordingly, we conclude that the highest
and best use of the subject would be to develop an office building.

     Although the office market in which the subject competes is showing
improvement in vacancy and rental rates, the rent level is still insufficient to
support the cost of new speculative construction. Currently, with the exception
of the pre-leased office space, there are no speculative buildings underway in
the subject neighborhood. Furthermore, this has been the case for the past five
years. This attests to the limited feasibility of new construction in the
subject market; however, as rental rates continue to increase, new construction
is anticipated to be feasible in the near future. A recent survey by the Morton
G. Thalhimer brokerage firm indicated that new speculative construction may be
seen in the market within one to two years.

     Based on the foregoing, development of the site, as if vacant, with a
speculative office building appears unlikely at the present time. Nevertheless,
there are a number of larger

================================================================================

                                      -32-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                            Highest and Best Use
================================================================================

tenants in the marketplace and a distinct lack of large availabilities.
Therefore, development of the site on a build-to-suit basis could begin soon.

As Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained as is so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

     The highest and best use "as vacant" and "as improved" must be compatible.
If the site value as though vacant is greater than the property as improved
(less demolition cost), then existing improvements have no value. Sometimes,
however, existing improvements have interim use value. If the highest and best
use of the site as though vacant is holding for future development, then the
improvements might make a short term contribution to property value.

     As noted in the Property Description section of this report, the subject
site is improved with a two-story buildings totaling 61,632 net rentable square
feet. Completed in 1996, the improvements are functional in design and are of
good quality when compared to suburban office developments in Henrico County.
The building is currently 100 percent occupied by four tenants.

     The data within the Office Market Analysis section revealed that the
submarket in which the subject competes has a vacancy rate of less than one
percent and steadily increasing rents. As improved, the subject is capable of
providing an adequate return to the land both on an intermediate and long-term
basis. This conclusion is supported by the data and analysis presented in the
balance of this report. This premise is obviously contingent upon property
management utilizing a course of action which will be conducive to maximizing
occupancy and rent levels. For these reasons, it is our opinion that the highest
and best use of this site, as improved, is for continued use as a multi-tenant
office project.


================================================================================

                                      -33-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                               VALUATION PROCESS
================================================================================

     Appraisers typically use three approaches in valuing improved property.
These include the Cost Approach, the Sales Comparison Approach and the Income
Approach. The type and age of the property and the quantity and quality of data
affect the applicability of each approach in a specific appraisal situation. The
strengths and weaknesses of each approach utilized are weighed in the final
analysis with the approach or approaches offering the greatest quantity and
quality of supporting data given most consideration in the final analysis. In
this appraisal, we have used the Sales Comparison Approach and the Income
Capitalization Approach to develop a market value estimate. In addition, we have
provided a replacement cost estimate in the Addenda.

     The Cost Approach was not performed for the following reasons:

     o    As discussed in the Highest and Best Use section, new construction is
          not feasible in the subject market at the present time. Consequently,
          some external/economic obsolescence is inherent in the
          reproduction/replacement cost new of the subject improvements.
          Quantifying this form of obsolescence is highly subjective and very
          theoretical. As a result, the reliability of this approach becomes
          very suspect under these circumstances.

     o    The investment marketplace does not typically trade buildings such as
          the subject on a cost/value basis.

     o    The value being sought is the leased fee estate, whereas the Cost
          Approach normally depicts the fee simple estate. Therefore, the
          interest being appraised cannot be reflected by the Cost Approach in
          its traditional form.

     o    Market participants do not typically use this approach as a
          determinant of value but rather as a reasonableness test that they are
          paying less than replacement cost. While not justification in itself
          to omit the approach, it does underscore its overall lack of relevance
          in the market place.

     In the Sales Comparison Approach, we performed the following steps:

     o    Searched the market for recent office building sales; 

     o    Analyzed those sales on the basis of the sales price per square foot
          (net rentable area); and

     o    Correlated the various value indications into a point value estimate
          from within the range.

     In developing the Income Capitalization Approach, we:

     o    Studied rents in effect in the immediate and competing areas to
          estimate potential rental income at market levels for office, and
          industrial uses.

     o    Studied the recent history of operating expenses at the subject
          property and competing properties to estimate an appropriate level of
          stabilized expenses and reserves for replacement.

================================================================================

                                      -34-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                               Valuation Process
================================================================================

     o    Estimated net operating income by subtracting stabilized expenses from
          potential gross income after deduction for vacancy and collection
          loss.

     o    Prepared a discounted cash flow analysis in which the estimated income
          and expenses over a projected holding period, and the estimated
          property value at the time of reversion, are discounted at an
          appropriate rate to estimate present market value.

     In estimating the final value, we performed the following:

     o    Reviewed and re-examined each of the approaches to value which were
          employed.

     o    Considered the type and reliability of the data used and applicability
          of each approach.

     o    Reconciled the approaches to a final value conclusion.


================================================================================

                                    -35- 

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                       SALES COMPARISON APPROACH
================================================================================

Methodology

     Inherent in the Sales Comparison Approach is the principle of substitution,
which holds that when a property is replaceable in the market, its value tends
to be set at the cost of acquiring an equally desirable substitute property,
assuming that no costly delay is encountered in making the substitution. We have
compared the subject property to several relevant property sales.

     By analyzing sales which qualify as arms-length transactions between
willing and knowledgeable buyers and sellers, we can identify value and price
trends. Comparability in physical, locational and economic characteristics are
important criteria when selecting the sales for comparison with the subject
property. The basic steps involved in the application of this approach are as
follows:

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area'

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the s ale date and the date of value, and other
          physical, functional or locational factors;

     (3)  identifying the sales which include favorable financing and calculate
          the cash equivalent price;

     (4)  reducing the sale prices to common units of comparison, such as price
          per square foot of building area (in this net rentable area);

     (5)  making appropriate adjustment between the comparable properties and
          the property appraised; and

     (6)  interpreting the adjusted results and drawing a logical value
          conclusion.

     In this instance, the sale prices inherent in the comparables were reduced
to those common units of comparison that can be used to analyze improved
properties that are similar to the subject. Considering the available units of
comparison, one of the most important benchmarks used by buyers and sellers of
office building is price per square foot of net rentable area (NRA).

     The following summary chart includes recent transactions of suburban office
buildings from which price trends can be identified for the extraction of value
parameters. The complete survey results on each property appear in detain in the
Addenda of the report.


================================================================================

                                      -36-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
                                                                                                           Sales Comparison Approach
- ------------------------------------------------------------------------------------------------------------------------------------
                                                          Lakebrooke Pointe
                                                        4805 Lake Brook Drive
                                                         Innsbrook, Virginia

                                                      Summary of Building Sales
====================================================================================================================================
                                                                      Net                          Cash       Sale Price    Overall
Sale                                                Year Built     Rentable      Percent        Equivalent      Per SF       Rate
No.        Name/Location               Sale Date     Renovated     Area (SF)     Occupied       Sale Price      (NRA)
====================================================================================================================================
<S>                                     <C>            <C>          <C>            <C>         <C>              <C>          <C>
1     Vistas at Brookfield              May 1997       1985          70,582         95%         $5,840,000       $82.74      10.66%
      5516 and 5540 Falmouth Street
      Richmond, Virginia
- ------------------------------------------------------------------------------------------------------------------------------------
2     Liberty Mutual Building           Dec 1996       1990          58,184         95%         $6,000,000      $103.12      10.83%
      4101 Cox Road
      Innsbrook, Virginia
- ------------------------------------------------------------------------------------------------------------------------------------
3     Aetna Building                    Jun 1996       1990         100,178         99%        $10,750,000      $107.31      10.20%
      4701 Cox Road
      Innsbrook, Virginia
- ------------------------------------------------------------------------------------------------------------------------------------
4     Capitol One                       Feb 1996       1996         108,000        100%        $10,914,000      $101.06      10.26%
      4881 Cox Road
      Innsbrook, Virginia
- ------------------------------------------------------------------------------------------------------------------------------------
5     Owens & Minor                     Sep 1995       1989          63,000        100%         $7,241,000      $114.94       8.71%
      4800 Cox Road
      Innsbrook, Virginia
- ------------------------------------------------------------------------------------------------------------------------------------
Subj  Lakebrooke Pointe                 Date of        1996          61,632        100%             --             --           --
      Innsbrook, Virginia                Value
====================================================================================================================================
</TABLE>



================================================================================

                                      -37-



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                                       Sales Comparison Approach
================================================================================

     Sales Price Per Square Foot Analysis

     The five comparables indicate sales prices ranging from $82.74 to $114.94
per square foot of net rentable area. The prices per square foot have been
influenced by differences in construction quality, condition of the premises,
character of the tenancy, and location. Nevertheless, it is important to address
each property in terms of the conventional sequence of adjustments. Following
are those considerations which are relevant to the subject. The first three
elements must be considered in advance of applying any other compensating
factors to derive value conclusions via the sales price per square foot
methodology. These same three factors must also be addressed before the
selection of an effective gross income multiplier.

     Property Rights Conveyed

     As shown in the summary table, all of the comparables are encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case.
Consequently, no adjustments are warranted for differences in property rights
conveyed.

Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller or cash
equivalent financing. Thus, we have made no adjustments to the comparables for
seller financing.

Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

     Date of Sale

     As shown in the summary table, the transactions occurred between September
1995 and May 1997. As indicated in the Office Market Analysis section, the
suburban Richmond office market, as well as the Innsbrook submarket, has
strengthened over the past year, with declining vacancy and increasing rents.
With the exception of Sale I-1, which occurred in May 1997, all of the sales
require upward adjustments for the date of sale to reflect the improved market
conditions.

     Other

     Most of the additional considerations for the comparables involve
locational issues, design and quality elements, and economic factors. It is
noted that the subject property is 100 percent leased to four tenants at rental
rates ranging from $15.25 to $16.96 per square foot, full service, with a
weighted average rental rate of $16.70 per square foot. The property has limited
rollover until the year 2003, when approximately 49 percent of the existing
leases will have expired. The remaining 51 percent of the building is leased
through the year 2010 to a single tenant. In the following discussion, we
compare each of the improved sales to the subject property and conclude if the
comparable is similar, inferior or superior.

     Comparable I-1, Vistas at Brookfield, is located several miles southeast of
the subject in the Brookfield Office Park, just south of the intersection of
Interstate 64 and West Broad Street. As previously noted, Innsbrook is
considered the premier office location in Henrico County due to the vast amount
of amenities offered, as well as the excellent transportation network. Thus,
this property is considered inferior to the subject from a locational
standpoint. The buildings were constructed in 1985 and are significantly older
than the subject. A broker familiar with the sale indicated that this building
has high expenses caused by an inefficient

================================================================================

                                    -38- 

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Sales Comparison Approach
================================================================================

floorplate. At the time of sale, the building was 95 percent leased to various
tenants, with limited rollover over the next two years. Existing leases range
from $15.50 to $16.50 per square foot. This property is considered inferior to
the subject from a locational standpoint, physical standpoint (age/condition and
floorplates), and economic (occupancy) standpoint. Thus, have labeled the sale
of this building as overall inferior to the subject.

     Comparable I-2, the Liberty Mutual Building, is located in close proximity
to the subject within the Innsbrook Office Park at 4101 Cox Road. No adjustment
is deemed necessary to this comparable for location. Constructed in 1990, the
building is slightly inferior to the subject in terms of age/condition. At the
time of sale, the property was 100 percent occupied by five tenants. This sale
is considered similar to the subject from a locational and economic (occupancy)
standpoint, and slightly inferior from a physical standpoint. Overall, we
consider this sale slightly inferior to the subject due to its slightly older
age and improved market conditions since the date of sale (as previously
discussed).

     Comparable I-3, the Aetna Building, is also located in close proximity to
the subject within the Innsbrook Office Park at 4701 Cox Road. Again, no
adjustment is deemed necessary for location. Constructed in 1990, the building
is slightly inferior to the subject from a physical standpoint. At the time of
sale, the property was 99 percent leased, with the most recent rents at $16.00
to $16.50 per square foot. Aetna, the lead tenant, downsized and vacated 56,000
square feet or 56 percent of the building. The purchaser considered the loss of
Aetna as a lead tenant a minimal risk given the low vacancy in Innsbrook. This
sale is considered similar to the subject from a locational and economic
(occupancy) standpoint, and slightly inferior from a physical standpoint.
Overall, we consider this sale slightly inferior to the subject due to its
slightly older age and improved market conditions since the date of sale.

     Comparable I-4, Capitol One Customer Service Center, is located within the
Innsbrook Office Park at 4881 Cox Road. The building was constructed in 1996 and
considered similar to the subject in terms of age/condition. The property was a
build-to-suit for which a purchase option was exercised upon completion of
construction. At the time of sale, the building was 100 percent leased to the
lead tenant at $10.91 per square foot, triple net. This property is considered
similar to the subject from a locational, physical and economic (occupancy)
standpoint. As previously indicated, this sale requires an upward adjustment for
improving market conditions since the date of sale. Thus, this sale is
considered slightly inferior to the subject.

     Comparable I-5, the Owens & Minor Headquarters Building, is located within
the Innsbrook Office Park at 4800 Cox Road. Constructed in 1989, the building is
considered inferior to the subject from a physical standpoint. At the time of
sale, the property was 100 percent leased to a single tenant for an eleven year
term at $12.35 per square foot, triple net. This sale is considered similar to
the subject from a locational standpoint, inferior from a physical standpoint
and date of sale, and superior from an economic (rollover) standpoint. Overall,
we consider this sale slightly superior to the subject due to its higher
occupancy/limited rollover over the holding period.

     The following chart summarizes how each sale compares to the subject
property from a physical, locational and economic standpoint.

================================================================================

                                      -39-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                       Sales Comparison Approach
================================================================================

        ================================================================
                            Improved Sales Comparison
        ================================================================
                                                 Overall Rating
                          Sale Price              Relative to
             No.            Per SF                the Subject
        ================================================================
             I-1              $82.74               Inferior
             I-2             $103.12            Slightly Inferior
             I-3             $107.31            Slightly Inferior
             I-4             $101.06                Inferior
                             $114.94           Slightly Superior
        ================================================================

     Because of the multiple differences inherent in office properties with
respect to quality and design, location, and economics, not to mention the
quality of the tenant base, mathematical adjustments for the reasoning noted
above would be extremely difficult, at best.

     Comparables I-1 through I-4, with sale prices of $82.74 to $107.31 per
square foot, are considered inferior to the subject, while Comparable I-5, with
a sale price of $114.94 per square foot, is considered superior. Thus, the
subject's value should most likely fall within the range of $107.31 and $114.94
per square foot, and probably nearer the mid-point range because it is
considered only slightly superior to Sale I-3 at $107.31 per square foot and
slightly inferior to Sale I-5 at $114.94 per square foot.

     Based on the information presented, we have concluded at a value range for
the subject of $110 to $112 per net rentable square foot. When applied to the
net rentable area, our estimated value range by the sales price per square foot
method is presented as follows:

================================================================================
                    Sales Price Per Square Foot Unit Analysis
================================================================================
    61,632 SF             X               $11/SF     =       $6,779,520
    61,632 SF             X               $112/SF    =       $6,902,784
================================================================================
                                        Concluded to:        $6,800,000


================================================================================

                                      -40-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                 INCOME APPROACH
================================================================================

Methodology

     The income approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property; however, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a difficult technique to
administer.

     As previously discussed, the subject is located in a strengthening market,
with increasing rents and declining vacancy. It is our opinion that the
discounted cash flow method affords the most realistic method of reflecting
investor expectations of the current period, as well as the projected continued
office market recovery. For this reason, it is our opinion that the discounted
cash flow method is also appropriate method in the valuation of the subject
property. As such, the direct capitalization method will not be used in this
analysis but at the conclusion of the income approach, we will analyze the
resulting overall capitalization rate derived from the discounted cash flow
analysis as a check for reasonableness.

     Following is an analysis of the current market rental rates, existing
leases in place, other revenue, vacancy and collection loss projections, and
historical/future operating and fixed expenses for the subject property.

Potential Gross Income

     Summary of Existing Leases
                  
     The object of this appraisal is to estimate the value of the leased fee
estate in the subject property. Accordingly, consideration must be given to the
leases in place at the time of appraised valuation. The actual leases for the
subject's tenants are incorporated in the following discounted cash flow
analysis. We utilize Pro-Ject +plus, a software program designed to analysis
multi-tenant properties, in this analysis and several of the computer generated
reports are included in the Addenda.

     The subject is 100 percent leased to four tenants at rental rates of $15.25
to $16.96 per square foot, full service. A copy of the rent roll, which was
provided by management, can be found in the Addenda.

     The major tenant in the property is Kemper Insurance, who occupies 31,500
square feet, or 51 percent of the building. Target is the second largest tenant,
occupying 20,835 square


================================================================================

                                      -41-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                 Income Approach
================================================================================

feet, or 34 percent of the entire building. The remaining two tenants (Lowes and
J. Sargeant Reynolds) occupy 2,709 and 6,588 square feet, respectively.

Assumptions Regarding the Existing Leases

     Information provided by management indicates that the tenant is not in
default of their lease. We assume that the existing tenant will continue to pay
rent under the terms of their lease obligations. We address renewal probability
in the Vacancy and Collection Loss section.

Lease Expirations

     In our analysis, consideration is also given to lease expiration schedule.
The timing of lease expiration is an important element and a prospective buyer
would attempt to assess the risk relative to upcoming turnover. For example, a
large lease expiring in the near future would indicate the possibility of a
significant drop in income and consequently a higher risk factor might be
appropriate. The following chart summarizes the property's annual lease
expirations.

              ====================================================
                                Expiration Report
              ====================================================
                         Year                   % of NRA
              ====================================================
                         1998                         0%
              ----------------------------------------------------
                         1999                         0%
              ----------------------------------------------------
                         2000                         0%
              ----------------------------------------------------
                         2001                         0%
              ----------------------------------------------------
                         2002                      15.1%
              ----------------------------------------------------
                         2003                      33.8%
              ----------------------------------------------------
                         2004                         0%
              ----------------------------------------------------
                         2005                         0%
              ----------------------------------------------------
                         2006                         0%
              ----------------------------------------------------
                         2007                      15.1%
              ====================================================

     The risk associated with lease expirations in the subject property does not
appear high until fiscal year 2003, when Target's lease expires. At that time,
approximately 49 percent of existing leases will have expired. Kemper Insurance,
who occupies the remaining 51 percent of the project, has a lease expiration
beyond the holding period in the year 2010. Based on the foregoing, expirations
are not considered to be a significant factor in the analysis of the subject.

Market Rental Rate

     Market rent for the property has been estimated by analyzing comparable
leases exhibited on the summary chart on the following page.

     Prior to adjustment, the comparables reflect a rental range of $16.00 to
$17.00 per square foot, full service. After adjustment for rent concessions, the
range was unchanged. New buildings within Innsbrook, including the Wheat First
Building and a building planned for development by Liberty Property Trust, are
achieving rental rates averaging $17.00 to $18.00

================================================================================

                                      -42-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                                 Income Approach
================================================================================

per square foot, with $10.00 to $14.00 per square foot workletters. With the
exception of Rental One (Wheat First Building), the subject property represents
newer construction than the comparables and thus, should achieve a rent at the
higher end of the range.

     There are few concessions being granted in today's market. None of the
rentals included above standard tenant improvement allowances. Allowances ranged
from $5.00 to $13.00 per square foot for new and second generation space. Annual
rent escalations were generally 2.5 to 3.0 percent per year. Lease terms ranged
from three to five years, with most at five years.

     As shown in the Micro Market summary table presented in the Market Analysis
section of the report, asking rents at competing properties are in the range of
$15.50 to $17.00 per square foot. Thus, it appears that actual lease rates are
within the range of asking levels.

     The two most recent 1996 leases signed at the subject property were at
rental rates of $15.95 and $16.96 per square foot full service for spaces
ranging in size from 2,709 to 6,588 square feet. Annual escalators were 2.75 to
3.0 percent. Tenant improvements provided for Lowes (2,709 square feet) was
$14.50 per square foot. We were not provided with J. Sargeant Reynolds' (6,588
square feet) tenant improvement allowance. Additional rent for these leases
include operating expense escalation over the base year of occupancy.

     Recent leases within the market include few concessions, either in the form
of free rent or above standard tenant improvement allowances. Most brokers
interviewed were of the opinion that rental concessions were not being granted.

     Several brokers indicated that the market has continued to improve over the
last 12 to 24 months, with rents increasing and concessions remaining almost
non-existent. In the view of many, the leasing market has generally reached
stabilization and delivery of new office buildings to the market will be the
primary influence on rental rate and occupancy trends. In keeping with these
observations, we have assumed that market rent will increase at an average rate
of 3.5 percent per annum through the projection period. As discussed in the
Office Market Analysis section, rent spikes are not anticipated to occur in the
minds of market participants due primarily to the large amounts of vacant land
available for development. Investors surveyed indicated that rent spikes were
highly speculative and generally not incorporated into their purchase decisions.
Although many investors felt that rental rates may in fact grow at a rate
greater than inflation over the short term, they are unwilling to make this
assumption in their investment projections. Although it is not inconceivable
that rent spikes could occur, we believe the prudent approach at this stage is
level rent growth. Finally, free rent and tenant workletter concessions will
remain consistent with current levels.



================================================================================
                                                                      
                                      -43-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
<PAGE>

                                                   COMPARABLE OFFICE RENTALS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                            Minimum     Effective                           
Comp.                               Lease                   Lease Size        Rent        Rent         Term   Expense Stop  
 No.       Building Name/Address    Date      Yr. Built        (SF)          ($/SF)      ($/SF)       (Yrs)      ($/SF)     
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>         <C>              <C>          <C>            <C>    <C>
  1  Wheat First Securities        May-97       1997         5,638           $ 17.00      $ 17.00        3      Base Year   
     10700 North Park Drive                                                
     Innsbrook, Henrico County                                             
                                                                           
  2  Rowe Plaza                    Feb-97       1990         4,422           $ 16.50      $ 16.50        5      Base Year   
     4510 Cox Road                                                         
     Innsbrook, Henrico County                                             
                                                                           
  3  Liberty Mutual Building       Feb-97       1990         4,000           $ 16.00      $ 16.00        5      Base Year   
     4101 Cox Road                                                         
     Innsbrook, Henrico County                                             
                                                                           
  4  The Allstate Building         Jan-97       1986         1,300           $ 16.00      $ 16.00        5      Base Year   
     4191 Cox Road                                                         
     Innsbrook, Henrico County                                             
                                                                           
     -----------------------------------------------------------------------------------------------------------------------
                   Totals                                   15,360           $ 16.38                     5      Base Year   
     -----------------------------------------------------------------------------------------------------------------------

============================================================================================================================
<CAPTION>

- -------------------------------------------------------------------------------------------
                                                                             Tenant
Comp.                                  Annual                              Improvement
 No.       Building Name/Address    Escalations       Concesssions       Allowance (SF)
- -------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>             <C>
  1  Wheat First Securities              2.50%             None               $13.00
     10700 North Park Drive        
     Innsbrook, Henrico County     
                                   
  2  Rowe Plaza                          3.0%              None               $10.00
     4510 Cox Road                 
     Innsbrook, Henrico County     
                                   
  3  Liberty Mutual Building             3.0%              None                $6.00
     4101 Cox Road                 
     Innsbrook, Henrico County     
                                   
  4  The Allstate Building               3.0%              None                $5.00
     4191 Cox Road                 
     Innsbrook, Henrico County     
                                   
     --------------------------------------------------------------------------------------
                   Totals            2.5% = 3.0%           None            $5.00 = $13.00
     --------------------------------------------------------------------------------------
 
===========================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                 Income Approach
================================================================================

     The most recent lease deals at the subject property of $15.95 to $16.96 per
square foot in 1996 are basically in-line with the rents for new leases in the
market of $16.00 to $17.00 per square foot. In our opinion, market rents for
space within the subject property will be $17.00 per square foot, recognizing
that some leasing will be done above and below this rate.

     The above estimated market rents assume the following concession package.

================================================================================
                         Free Rent                 Tenant Improvements
================================================================================
New Leases       1997             0 months   1997                        $13.00
                 Thereafter       0 months   Growing Thereafter at 3.5%
- --------------------------------------------------------------------------------
Renewing Leases  1997             0 months   1997                        $6.50
                 Thereafter       0 months   Growing Thereafter at 3.5%
================================================================================

Assumptions Regarding Existing and Proposed Leases

     Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their leases.
Information provided by management indicates that none of the tenants are
currently in default. The tenant base appears to be stable and management has
indicated that defaults are not anticipated.

     Given the low vacancy for Class A space within the Innsbrook Office Park of
under 1.0 percent, and the lack of new speculative construction, we have
projected that 70 percent of tenants will rollover (sign a new lease) and
approximately 30 percent will turnover (allow their lease to expire and vacate
the property) upon expiration of their primary lease term.

     An examination of the comparable leases shows typical lease terms of three
to five years, with most at five years. Accordingly, we have assumed five year
terms for speculative tenants.

     Vacancy between leases includes the period of actual downtime and the
construction period to build-out tenant spaces. Consistent with our experience,
we have assumed a stabilized vacancy and construction period of nine months. We
acknowledge that current time between tenants may be shorter, though a long term
trend may reflect fluctuations. Vacancy between leases is weighted for the 30
renewal probability, resulting in an effective downtime of three months
(rounded) upon each lease expiration. On a five year average lease term, this
equates to 4.8 percent average physical vacancy (downtime of 3 months divided by
the downtime plus the 60 month average lease term)

Reimbursable Expenses (Escalations)

     Tenants are responsible for their pro-rata share of operating expenses
(including real estate taxes) when they exceed those incurred during the first
full year of their occupancy. The majority of current leases in the subject
property include an operating expense escalation, which calculation may be
summarized as follows:

     Billing Year Operating Expenses
     Less: Base Year Operating Expenses
     Equals: Increase in Operating Expenses
     Multiplied by: Tenant's Pro Rata Share

================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>
                                                                 Income Approach
================================================================================

     Prior market performance has indicated that landlords were unable to
receive any reimbursement from tenants. However, as the market has strengthened
in recent months, expense recovery by the landlord have been market oriented,
with tenants responsible for the increase in all operating expenses over the
base year of occupancy. We have assumed that future leases in the subject
property will be on a full service basis with tenants responsible for the
increase in all operating expenses over the base calendar year amount.

Vacancy and Collection Loss

     Our cash flow projection assumes a tenant vacancy of nine months upon each
lease expiration set against our probability of renewal estimated at 70 percent,
in addition to a global credit loss provision is applied to the gross rental
income. The global credit loss provision is applied to the gross rental income
from all tenants and is estimated at 2.0 percent throughout the holding period.
Our renewal probability is based on the lack of space available within the
Innsbrook Office Park (less than one percent) and lack of new speculative
construction.

     There are no vacant spaces at the property and the first lease expiration
occurs in the year 2001. Based on the subject's weighted average downtime
between leases, the overall average occupancy rate of the subject property over
the 10 year holding period is 98.7 percent. Including our overall credit loss
allowance estimated at 2.0 percent, the implied overall vacancy and credit loss
factor for the subject property is 3.3 percent. This rate is substantially lower
than our estimated vacancy and collection loss of 6.8 percent because the
property is 100 percent leased through the year 2001 and 51 percent of the
building is leased to a single tenant through the year 2010.

Operating Expenses

     We based our estimate of operating expenses for the subject on a review of
the actual 1994 through 1996 expenses, as well as the 1997 budget. This data was
compared with expense comparables at similar suburban office buildings as well
as industry studies. In addition, we have consulted Cushman & Wakefield's
Management Services staff for further support. The Historical and Budget
Operating Statements for the subject property provided by property management
can be found in the Addenda.

     We have analyzed each item of expense individually and attempted to project
what the typical investor would consider reasonable. Increases in the expenses
during subsequent years are projected at 3.5 percent per annum. Based on
historical CPI trends, we conclude that our selected growth rate reflects an
overall inflationary rate over the long term. The forecast of growth rates in
all categories of expenses reflect typical investor expectations as noted in the
Cushman & Wakefield Investor Survey, a copy of which is in the Addenda. Except
where noted, our forecasted growth rate for the various expense categories
generally does not attempt to reflect growth rates for any individual year, but
rather the long term trend over the projected holding period.

     Real Estate Taxes

     Real estate taxes are based on the actual assessment and tax rate reported
     in the Real Estate Taxes and Assessment section. The Year One real estate
     taxes are equal to $46,718, or $0.76 per square foot of net rentable area.


================================================================================

                                      -46-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
                                                                 Income Approach
================================================================================

     Operating Expenses

     Operating expenses include utilities, repairs and maintenance, janitorial
     and service contracts, insurance, etc. The building's actual cost was $3.28
     per square foot n 1996. The 1997 budgeted expense is slightly lower at
     $3.20 per square foot. We have estimated this expense at $3.50 per square
     foot in year one, which is slightly higher than the budget, but consistent
     with the expense comparables at $3.36 to $3.86 per square foot.

     General & Administrative

     These expenses are directly connected to the administration of the
     building, including office payroll, general office expense, advertising and
     other miscellaneous expenses. The building's actual cost was $0.62 in 1996.
     The 1997 budgeted expense is lower at $0.45 per square foot, but slightly
     higher than the expense comparables at $0.21 to $0.34 per square foot. We
     have estimated this expense consistent with the budget, or $0.45 per square
     foot.

     Management Fees

     This expense represents the fee for management responsibilities, whether
     provided by an outside company or ownership. This includes rent collection,
     property supervision and budget preparation. Cushman & Wakefield Property
     Management personnel reported that typical management agreements range from
     2.5 to 3.0 percent of effective gross income. The current management fee
     charged at the subject is 3.0 percent of effective gross income. It is our
     opinion that this rate is reflective of market parameters and as such, a
     management fee equal to 3.0 percent of effective gross income is estimated
     for the subject.








================================================================================

                                      -47-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
                                                          Lakebrooke Point
                                                        4805 Lake Brook Drive
                                                 Innsbrook, Henrico County, Virginia

                                                    Operating Expense Comparables

====================================================================================================================================
<S>                                 <C>                    <C>               <C>               <C>                    <C>
Comparable:                                  1                   2                  3                   4                   5
Location:                           Chesterfield County    Henrico County    Henrico County    Chesterfield County    Henrico County
No. Stories:                                 4                   4                  4                   3                   5
Year Built/Renovated:                      1985                 1985              1987                1985                 1986
Size (SF):                                42,500              56,663             60,000                 61,000            65,700
Occupancy:                                  95%                 95%                95%                 95%                 93%
                                    ------------------------------------------------------------------------------------------------
                                          Actual               Actual            Actual              Actual               Actual
                                           $/SF                 $/SF              $/SF                $/SF                 $/SF
====================================================================================================================================

EXPENSES
Real Estate  Taxes                         $0.89               $0.83              $0.78               $0.79               $0.85

Operating Expenses
    Insurance                              $0.07               $0.11              $0.13               $0.10               $0.03
    Janitorial/Contract Services           $0.75               $0.80              $0.68               $0.71               $1.01
    Repairs & Maintenance                  $1.02               $1.20              $1.15               $1.10               $0.93
    Utilities                              $1.63               $1.75              $1.79               $1.45               $1.57
                                           -----               -----              -----               -----               -----
Total Operating Expenses                   $3.47               $3.86              $3.75               $3.36               $3.54

General & Administrative                   $0.28               $0.25              $0.34               $0.21               $0.20
Management                                 $0.48               $0.54              $0.41               $0.39               $0.59

TOTAL EXPENSES                             $5.12               $5.48              $5.28               $4.75               $5.18

Total Expenses Excluding R.E. Taxes        $4.23               $4.65              $4.50               $3.96               $4.33
====================================================================================================================================

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                 Income Approach
================================================================================

     Leasing Commissions

     New leases will require a leasing commission equivalent to 4.0 percent of
     total rental income and 2.0 percent on renewal leases. The new lease
     commission rate reflects the fact that a landlord will typically be charged
     a commission of 3.0 to 4.0 percent by the tenant's agent and 2.0 to 3.0
     percent by the landlord's agent. Upon renewal, landlords resist paying
     leasing commissions, but typically pay a portion of the full commission
     rate or a partial fee to the management company for its assistance in
     working with the tenant. This expense item is not passed through to the
     tenant. The probability factor is used for speculative renewals.

     Tenant Improvements/Finish

     The tenant improvement allowance was previously discussed and is projected
     to be $13.00 per square foot for new tenants and $6.50 per square foot for
     renewals. This expense is also not passed through to the tenants. The
     probability factor applies to speculative renewals. Tenant
     improvements/finish costs are projected to increase at the rate of 3.5
     percent per year through the projection period.

     Capital Replacements/Reserves

     Reserves for replacements should be (though as a practical matter, they may
     not be) set aside to accumulate an amount sufficient to replace and/or
     repair certain major building components, i.e., roof, HVAC system, etc.
     during the period under analysis. Taking into consideration the subject's
     age, we have estimated capital reserves of $0.25 per net rentable square
     foot for Year One, increasing by 3.5 percent per year throughout our
     analysis.

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for fiscal year 1998 equates to $323,483 or $5.25 per square foot of
gross leasable area, excluding capital replacements, tenant alterations and
leasing commissions. These expenses are in-line with the expense comparables at
$4.75 to $5.48 per square foot and are considered reasonable. The growth rates
incorporated in our projections result in a 3.54 percent annual compound growth
rate over the holding period.

Discounted Cash Flow Analysis

     In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to reflect
the most likely investment assumptions of typical buyers and sellers in this
particular market segment. We used the following figures and assumptions in the
computer model.

     Years in Forecast:                      11

     Holding Period:                         10

     Starting Date:                          July 1, 1997

     Market Rental Rate (Year 1)             $17.00 per SF, Full Service



================================================================================

                                                                      
                                      -49-                  

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
                                                                 Income Approach
================================================================================


     Miscellaneous Income:                   N/A

     Growth in Market Rental Rate:           3.5% percent

     Expense and Tax Pass-Throughs:          Tenants pay increases over base
                                             year of occupancy.

     Expense Growth Rate:                    3.5% per annum

     Consumer Price Index:                   3.5% per annum

     Free Rent:                              None

     Lease Term (Typical):                   5 years

     Renewal Probability:                    70%

     Tenant Improvements - New Leases        $13.00 per SF

     Tenant Improvements - Renewing Leases   $6.50 per SF

     Leasing Commissions:                    4% new leases; 2% for renewals. All
                                             payable in year 1 of the lease.

     Vacancy Between Leases:                 9 months (prior to renewal
                                             probability of 70%; effective
                                             vacancy is 3 months

     Credit Loss:                            2.0%

     Reversion Cap Rate:                     10.5% (applied to net operating
                                             income).

     Reversion Selling Expenses:             3% (includes brokerage, legal fees
                                             and estimated transfer taxes).

     Discount Rate (IRR):                    12.0% (see Discount Rate Analysis).

Cash Flow Projection

     On the following page is our 11 year cash flow projections which include
our 10 year holding period and 11th year reversion. The cash flow reflects the
results of the PRO-JECT+ plus projection.




================================================================================

                                      -50-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>
<CAPTION>
                                                 Lakebrooke Point
                                               4805 Lake Brook Drive
                                        Innsbrook, Henrico County, Virginia

                                                Cash Flow Analysis
==================================================================================================
                            Fiscal Year   Fiscal Year    Fiscal Year    Fiscal Year    Fiscal Year
                                   1998          1999           2000           2001           2002
==================================================================================================
<S>                           <C>          <C>            <C>            <C>            <C>       
REVENUE FROM OPERATIONS
  Rental Income               $987,668     $1,004,918     $1,022,615     $1,040,768     $1,020,675
  Total Recoveries             $10,933        $22,018        $33,533        $44,879        $51,831
  Less:  Credit Loss          ($19,972)      ($20,539)      ($21,123)      ($21,713)      ($21,450)
                          ------------------------------------------------------------------------
Effective Gross Income        $978,629     $1,006,397     $1,035,025     $1,063,934     $1,051,056

EXPENSES
  Real Estate Taxes            $47,399        $49,058        $50,775        $52,552        $54,392
  Operating Expenses          $218,846       $226,505       $234,433       $242,638       $251,130
  General & Administrative     $27,879        $28,854        $29,864        $30,910        $31,991
  Management                   $29,359        $30,192        $31,051        $31,918        $31,532
                          ------------------------------------------------------------------------
TOTAL EXPENSES                $323,483       $334,609       $346,123       $358,018       $369,045

                          ========================================================================
Net Operating Income          $655,146       $671,788       $688,902       $705,916       $682,011
                          ========================================================================

  Commissions                       $0             $0             $0             $0        $25,290
  Capital Reserves             $15,408        $15,947        $16,505        $17,083        $17,681
  Alterations                       $0             $0             $0             $0        $70,052
                          ------------------------------------------------------------------------
                              $639,738       $655,841       $672,397       $688,833       $568,988

<CAPTION>

==================================================================================================================
                           Fiscal Year    Fiscal Year    Fiscal Year    Fiscal Year    Fiscal Year    Fiscal Year
                                  2003           2004           2005           2006           2007           2008
==================================================================================================================
<S>                         <C>            <C>            <C>            <C>            <C>             <C>      
REVENUE FROM OPERATIONS
  Rental Income             $1,007,734     $1,224,995     $1,258,754     $1,293,451     $1,278,520      1,374,794
  Total Recoveries             $56,612        $53,187        $69,353        $83,733        $92,312        $99,492
  Less:  Credit Loss          ($21,291)      ($25,564)      ($26,562)      ($27,544)      ($27,417)      ($29,486)
                          ---------------------------------------------------------------------------------------
Effective Gross Income      $1,043,255     $1,252,618     $1,301,545     $1,349,640     $1,343,415     $1,444,800

EXPENSES
  Real Estate Taxes            $56,296        $58,266        $60,305        $62,416        $64,600        $66,861
  Operating Expenses          $259,920       $269,017       $278,433       $288,178       $298,264       $308,703
  General & Administrative     $33,111        $34,270        $35,470        $36,711        $37,996        $39,326
  Management                   $31,298        $37,579        $39,046        $40,489        $40,302        $43,344
                          ---------------------------------------------------------------------------------------
TOTAL EXPENSES                $380,625       $399,132       $413,254       $427,794       $441,162       $458,234

                          =======================================================================================
Net Operating Income          $662,630       $853,486       $888,291       $921,846       $902,253       $986,566
                          =======================================================================================

  Commissions                       $0        $60,101             $0             $0        $30,774             $0
  Capital Reserves             $18,300        $18,940        $19,603        $20,289        $21,000        $21,735
  Alterations                       $0       $166,475             $0             $0        $85,244             $0
                          ---------------------------------------------------------------------------------------
                              $644,330       $607,970       $868,688       $901,557       $765,235       $964,831

</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

                                          
<PAGE>
                                                                 Income Approach
================================================================================

Derivation of Terminal Value

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. We estimated an
appropriate terminal rate based on indicated rates in today's market.

             ======================================================
                         Summary of Capitalization Rates
             ======================================================
                    Sale                     Capitalization
                    No.                          Rate
             ======================================================
                      1                         10.66%
                      2                         10.83%
                      3                         10.20%
                      4                         10.26%
                      5                          8.71%
             ======================================================

     The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 8.71 to 10.83 percent. A premium was added to
today's rate to allow for the risk of unforeseen events or trends which might
affect our estimate of net operating income during the holding period, including
a possible deterioration in market conditions for the property. Investors
typically add 50 to 100 basis points to the "going-in" rate to arrive at a
terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys.

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

      ====================================================================
                           Autumn 1996 Investor Survey
                            Suburban-Office Buildings
     =====================================================================
                    Going-In           Terminal             IRR
      --------------------------------------------------------------------
                   Low     High     Low       High      Low     High
      ====================================================================
        Mean      8.80%   9.50%     9.30%    9.90%     11.2%    11.6%
      --------------------------------------------------------------------
       Range      8.00%   11.0%     8.00%    11.0%     10.0%    13.0%
      ====================================================================


     The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring high-grade investment properties in
the United States. Generally speaking, our survey reveals terminal
capitalization rates of 8.0 to 11.0 percent with the average low and high
responses of 9.3 and 9.9 percent for investment grade offices in non-CBD
suburban locations.

                                                            
================================================================================

                                                                      


                                      -52-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
                                                                 Income Approach
================================================================================

     The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant rollovers; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the credit worthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

     Discussions with local investors and brokers including Morton G. Thalhimer,
Harrison and Bates, Innsbrook Development Company and the Joyner Company, to
name a few, indicated a yield rate range of 12.0 to 13.0 percent for suburban
Richmond office properties and a terminal capitalization rate of 10.0 to 10.5
percent. One investor familiar with the Richmond market noted that, given the
second-tier orientation of the Richmond market (on a national scale), the
subject's discount rate would be above the mean indicated in our national
survey. Another broker indicated that an investor purchasing a building recently
within Innsbrook utilized as discount rate of 12.5 percent and a terminal rate
of 10.0 percent.

     In our DCF model, we selected a terminal capitalization rate that accounted
for the anticipated holding period and reflected the subject's tenancy, quality
and location. This rate also reflected the risk involved in our DCF analysis
based on the income and expense projections that were modeled, as well as the
approximate age of the property at the end of the holding period. The rate we
selected reflects the rollover risk over the holding period, as well as the
strength of the Innsbrook office market.

Conclusion

     Using a 10.5 percent terminal rate and a 12.0 percent discount rate, our
cash flow model indicated a value of $6,800,000 or $110.33 per square foot, as
shown on the following page. This value estimate produces an implied going-in
capitalization rate of 9.6 percent, which is basically in-line with the range
generally required by investors as noted in the Cushman & Wakefield Investor
Survey.

     Regarding the composition of the yield, as analyzed in the Discounted Cash
Flow Analysis chart, 57 percent of the subject's ultimate yield is derived from
the cash flow of the property with the balance attributable to the reversion or
resale of the property at the conclusion of the holding period. Typical investor
requirements dictate that a substantial amount of the value be


================================================================================

                                      -53-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>
                                                                 Income Approach
================================================================================

derived from the cash flow. Greater risk is evident when the reversion provides
a larger percentage of the overall return than the cash flows. The average cash
on cash return is 10.3 percent, based on this value conclusion. This rate would
generate investor interest because the yields are appropriate relative to the
risks involved.

     Thus, it is our opinion that the market value of the property by the Income
Approach, is $6,800,000.




























================================================================================


                                      -54-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
<TABLE>
                                                          Lakebrooke Point

                                                        4805 Lake Brook Drive
                                                 Innsbrook, Henrico County, Virginia

                                                    Discounted Cash Flow Analysis

<CAPTION>
====================================================================================================================================
                          NET                         DISCOUNT                     PRESENT                             ANNUAL
 CALENDAR                 CASH                        FACTOR @                     VALUE OF        COMPOSITION      CASH ON CASH
   YEAR                   FLOW                          12.00%                    CASH FLOWS         OF YIELD          RETURN
====================================================================================================================================
<S>                    <C>                            <C>                        <C>                <C>               <C>
    1998                $639,738         X             0.89286          =           $571,195           8.41%             9.41%
    1999                $655,841         X             0.79719          =           $522,832           7.70%             9.64%
    2000                $672,397         X             0.71178          =           $478,599           7.05%             9.89%
    2001                $688,833         X             0.63552          =           $437,766           6.45%            10.13%
    2002                $568,988         X             0.56743          =           $322,859           4.75%             8.37%
    2003                $644,330         X             0.50663          =           $326,438           4.81%             9.48%
    2004                $607,970         X             0.45235          =           $275,015           4.05%             8.94%
    2005                $868,688         X             0.40388          =           $350,849           5.17%            12.77%
    2006                $901,557         X             0.36061          =           $325,110           4.79%            13.26%
    2007                $765,235         X             0.32197          =           $246,385           3.63%            11.25%
                                                                                  ----------           ----             

Total Present Value of Cash Flows                                                 $3,857,047          56.79%            10.31%
                                                                                                                       Average
Reversion:
    2008                $986,566 (1)                     10.50%         =         $9,395,867
                   Less: Cost of Sale@                    3.00%                     $281,876
                                                                                  ----------
                   Net Reversion                                                  $9,113,991
                   X Discount Factor                                                 0.32197
                                                                                  ----------

Total Present Value of Reversion                                                  $2,934,461           43.21%

Total Present Value of Cash Flow                                                  $6,791,509          100.00%

                                         ROUNDED:                                 $6,800,009
                                                                                  ==========

                                         -----------------------------------------------------------------------
                                          Gross Leasable Area (S.F.):                                  61,632
                                          Per Square Foot of Gross Leasable Area:                     $110.33
                                          Implicit Going-in Capitalization Rate:
                                            Year One NOI                                             $655,146
                                            Going-In Capitalization Rate:                                9.6%
                                         -----------------------------------------------------------------------

Note: (1) Net Operating Income
====================================================================================================================================
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>
                                         RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     We employed two of the three approaches to value in our analysis. The
indicated values are shown below:

     Sales Comparison Approach                         $6,800,000
     Income Approach                                   $6,800,000

     The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

     It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

     There are several additional reasons why the Sales Comparison Approach does
not form the basis of our value estimate for the subject property. The quantity
and quality of market information inhibits the use of the Sales Comparison
Approach. Inadequacy of information regarding gross and net income, lease
details and expenses of comparable sales often deters accurate and relevant
adjustments of unit price indicators. Comparison at a dollar per square foot
level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

     Based on the above discussion, we have formed an opinion that the
prospective market value of the leased fee estate in the subject property,
subject to the assumptions, limiting conditions, certifications and definitions
as of July 1, 1997, was:

                   SIX MILLION EIGHT HUNDRED THOUSAND DOLLARS
                                   $6,800,000

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal, whereas exposure time is presumed
to precede the effective date of appraisal. The estimate of marketing time uses
some of the same data analyzed in the process of estimating the reasonable
exposure time and is not intended to be a prediction of a date of sale.

================================================================================

                                      -56-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
                                     Reconciliation and Final Value Conclusion
================================================================================

     Our estimate of an appropriate marketing time for the subject relates to a
sale of the property in its As Is condition. Based on our discussions with local
brokers and buyer/sellers of office projects like the subject, as well as our
assessment of the local real estate market And economic forces in general, we
have concluded that the probable marketing period for the subject property in
today's environment would be about 12 months.





















================================================================================

                                      -57-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------
 
<PAGE>
                                           ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

5.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.




================================================================================

                                      -58-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
                                             Assumptions and Limiting Conditions
================================================================================

6.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

7.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8.   In preparing this appraisal, we have relied on the rent roll and the
     history of income and expenses furnished by the owner or the management
     company representing the owner. We have not reviewed actual tenant leases.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.



================================================================================

                                      -59-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------


<PAGE>
                                                      CERTIFICATION OF APPRAISAL
================================================================================

     We certify that, to the best of our knowledge and belief:

1.   Kelly J. Small inspected the property and prepared the report, and Donald
     R. Morris, MAI, Manager, Cushman & Wakefield of Washington D.C., Valuation
     Advisory Services, reviewed and approved the report.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Donald R. Morris, MAI, has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

10.  We estimate that the prospective market value of the leased fee estate in
     the existing office building, subject to the assumptions, limiting
     conditions, certifications and definitions as of July 1, 1997, is
     $6,800,000.



/s/ Kelly J. Small                /s/ Donald R. Morris, 
Kelly J. Small                    Donald R. Morris, MAI
Appraiser                         Manager, Director

Valuation Advisory Services       Washington, D.C. Valuation Advisory Services
                                  Virginia Certified General
                                             Appraiser 4001-002465
                                                   [Seal]                     .


================================================================================

                                      -60-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
                                                                         ADDENDA
================================================================================


































================================================================================

                                      -61-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     ADVISORY VALUATION SERVICES
                                                     ---------------------------

<PAGE>
                                                                       Addenda
================================================================================




















                                    Site Plan



























<PAGE>
                                                                     EXHIBIT A-2













                             [GRAPHIC/PLAN OMITTED]




                        [SITE PLAN -- LAKEBROOKE POINTE]




<PAGE>
                                                                         Addenda
================================================================================






















                             Improved Sales Comparables















<PAGE>








                     [PHOTO OMITTED -- VISTAS AT BROOKFIELD]




Building Name:                          Vistas at Brookfield

Location:                               Vistas I - 5540 Falmouth Street
                                        Vistas II - 5516 Falmouth Street
                                        Brookfield Office Park
                                        Richmond, Virginia
Grantor:                                Continental Properties, Inc.

Grantee:                                Brookfiled Holdings, L.P.

Date of Sale:                           May, 1997

Deed Book/Page:                         Not Available

Consideration:                          $5,840,000

Financing:                              All cash

<PAGE>

Building Size (NRA):                    70,582 square feet total 
                                        (Both Buildings)

Unit Price:                             $82.74/SF of net rentable area

Financial Estimates (Seller's 1997 Budget)
Effective Gross Income:                 $1,149,812 ($16.29/SF)
Operating Expenses:                     $527,000 ($7.47/SF)
Net Operating Income:                   $622,812 ($8.82/SF)
Ro:                                     10.66%
EGIM:                                   5.08
Expense Ratio:                          45.8%

Comments:

These four-story, Class B office buildings are located within the Brookfield
Office Park, just south of the intersection of Interstate 64 and West Broad
Street. The buildings are adjoining, and were completed in 1985. The buildings
were 95% leased at the time of sale to numerous medium sized tenants including
AEC Engineering, Brian Brothers and Kelsurn and Lee. A broker of the sale noted
that there was limited tenant rollover over the next two years. Rental rates
within the building typically range from $15.50/SF to $16.50/SF.

A broker familiar with the sale indicated that the expenses are above typical
suburban office buildings due to a high utilities expense. This increased
expense is caused by an "inefficient floorplate". It should also be noted that
one broker reported a sale price of $5,890,000.   owever, this price was reduced
slightly by commissions ($40,000) and a $10,000 credit to the buyer for physical
items.

<PAGE>



                   [PHOTO OMITTED -- LIBERTY MUTUAL BUILDING]





Building Name:                          Liberty Mutual Building

Location:                               4101 Cox Road
                                        Innsbrook Corporate Park
                                        Richmond, Virginia
Grantor:                                Home Beneficial Life Insurance Company

Grantee:                                Highwoods - Forsythe L.P.

Date of Sale:                           December, 1996

Deed Book/Page:                         2691/2034

Consideration:                          $6,000,000

Financing:                              All cash

Building Size (NRA):                    58,184 SF


<PAGE>

Unit Price:                             $103.12

Financial Data:
Effective Gross Income:                 $940,000 ($16.16/SF)
Operating Expenses:                     $290,000 ($4.98/SF)
Net Operating Income:                   $650,000 ($11.17/SF)
Ro:                                     10.83%
EGIM:                                   6.38
Expense Ratio:                          30.9%

Comments:

This Class A office building was completed in 1990 and delivered to the market
during the beginning of the recession, with subsequent poor absorption history.
The lender ultimately foreclosed on the owner. The property was then purchased
by Home Beneficial Life Insurance Company in December of 1993 for $5,050,000 and
was 95% leased at the time of sale. The sale generated a 10.96% cap rate and an
EGIM of 6.01. The 1993 sale included 2.9 acres of residual land which had a POD
for another 42,000 SF office building. The residual land was allocated a value
of $252,000. The most recent sale did not include the 2.9 acres of
residual/undeveloped land. The parcel has been subdivided and is under separate
contract for sale to a hotel developer for $550,000.

As of the most recent sale date, the building was 100% occupied to five
tenants. Capitol One had 35,000 SF and Liberty Mutual leased 18,000 SF. The
property had been marketed for six months prior to the sale. It should be noted
that the seller's proforma included a lower EGI and slightly higher expense
estimate, which resulted in a cap rate of 10.0%.

This acquisition by Highwoods is part of Highwoods Property's massive move into
the suburban Richmond office market. Highwoods is a Raleigh, N.C. based real
estate investment trust (REIT) which has purchased over $45 million of assets in
the Richmond area during the past year (1995).

<PAGE>



                        [PHOTO OMITTED -- AETNA BUILDING]




Building Name:                          Aetna Building

Location:                               4701 Cox Road
                                        Innsbrook Corporate Park
                                        Richmond, Virginia

Grantor:                                4701 Cox Road, L.P.

Grantee:                                Highwoods - Forsythe L.P.

Date of Sale:                           June, 1996

Deed Book/Page:                         2656/1793

Consideration:                          $10,750,000

Financing:                              All cash

<PAGE>

Building Size (NRA):                    100,178 SF

Unit Price:                             $107.31/SF of net rentable area

Financial Data:
Effective Gross Income:                 $1,546,763 ($15.44/SF)
Operating Expenses:                     $451,338 ($4.50/SF)
Net Operating Income:                   $1,095,425 ($10.93/SF)
Ro:                                     10.2%
EGIM:                                   6.95
Expense Ratio:                          29.2%

Comments:

This is a high quality four-story building that was built in 1990 with Aetna as
the lead tenant. Aetna subsequently downsized, thus reducing their office space
needs and vacating 56,000 SF in this building. The space has since been
released.

The property was acquired in July of 1993 by several local investors for
speculative investment. The initial owner, Rowe Development, experienced
company-wide financial problems and lost most of its extensive office holdings.
The previous purchaser was a Dutch group who viewed the property as a long term
investment with good upside potential. They considered the loss of Aetna as a
lead tenant as minimal risk, given the low vacancy in Innsbrook.

The building was 99% leased at the time of sale, and was completed in 1990.
Recent rental rates at the property ranged from $16.00/SF to $16.50 per square
foot. The building is leased on a multi-tenant basis. Expenses noted above do
not include reserves, leasing or tenant improvement costs. All income data is
estimated by the buyer based upon the existing leases and expenses.

<PAGE>



             [PHOTO OMITTED -- CAPITOL ONE CUSTOMER SERVICE CENTER]






Building Name:                          Capitol One Customer Service Center

Location:                               4881 Cox Road
                                        Innsbrook Corporate Park
                                        Richmond, Virginia

Grantor:                                Liberty Property, L.P.

Grantee:                                First Security Bank of Utah

Date of Sale:                           February, 1996

Deed Book/Page:                         2633/402

Consideration:                          $10,914,000

Financing:                              Cash to seller, funded by $15.5 million
                                        Deed of Trust note with
                                        NationsBank of Texas.

<PAGE>

Building Size (NRA):                    108,000 SF

Unit Price:                             $101.06/SF of net rentable area

Financial Data:
Effective Gross Income:                 $1,178,500 ($10.91/SF) (Triple net
                                          lease in place)
Operating Expenses:                     $58,925 ($0.55/SF)
Net Operating Income:                   $1,119,575 ($10.37/SF)
Ro:                                     10.26%
EGIM:                                   9.26
Expense Ratio:                          5.0%

Comments:

This is a high quality four-story building that was completed in 1996. The
property is located on the east side of Cox Road, north of Nuckols Road within
Innsbrook. It represents a build-to-suit project for which a purchase option was
exercised immediately upon completion of construction. Projected operating data
is based upon the terms of the triple net lease in place at the time of sale.

The ground floor contains a small lobby, substantial computer and mechanical
areas, a loading dock and receiving area, and multi-purpose/training areas. The
upper floors are largely open work space with private perimeter offices.

<PAGE>






             [PHOTO OMITTED -- OWENS & MINOR HEADQUARTERS BUILDING]



Building Name:                         Owens & Minor Headquarters Building


Location:                               4800 Cox Road
                                        Innsbrook Corporate Park
                                        Richmond, Virgina

Grantor:                                Owens & Minor Joint Venture

Grantee:                                O & M investors L.P. (Delaware)

Date of Sale:                           September, 1995

Deed Book/Page:                         2604/1487


Consideration:                          $7,241,000

Financing:                              All cash

<PAGE>

Building Size (NRA):                    63,000 SF

Unit Price:                             $114.94/SF

Financial Data:
Effective Gross Income:                 $778,000 ($12.35/sf)
Operating Expenses:                     $147,261 ($2.34/sf)
Net Operating Income:                   $630,739 ($10.00/sf)
Ro:                                     8.71%


Comments:


This is a sale/leaseback of the Owens & Minor headquarters office building
located within Innsbrook. It was acquired by a Dutch syndicate whose investment
return criteria is lower than has been experienced within comparables sales in
the Richmond market. The building was leased for eleven years beginning in 1995.
The lease schedule is as follows:


                         Year 1:          $778,000
                         Year 2:          $828,000
                         Year 3:          $878,000
                         Year 4-10        $867,500
                         Year 11:         $927,500

The building, which was completed in 1989, is 100% leased to a single tenant for
eleven years. The building was in good condition at the time of sale, with the
site having lake frontage. According to the broker, the building was constructed
as a two-story, single tenant headquarters building and possesses some physical
characteristics which would make it difficult to convert to a multi-tenant
building.

<PAGE>
                                                                       Addenda
================================================================================
























                                    Rent Roll













<PAGE>

Lakebrooke Pointe
4805 Lake Brook Drive
Richmond, Virginia 23058
Rent Roll

<TABLE>
<CAPTION>

                                         Lease       Rent       Lease         Security     4/1/97     
Flr  Tenant                            Commence    Commences   Expires         Deposit       RSF      
- -------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>              <C>        <C>   
     Kemper Insurance                  23-Oct-95   23-Oct-95   22-Oct-10         0.00      31,500
     Target(1)                         01-Nov-95   01-Feb-96   28-Feb-03         0.00      20,835
     J. Sargeant Reynolds              03-Sep-96   03-Sep-96   02-Sep-01         0.00       6,588
     Lowes                             20-Sep-96   20-Sep-96   30-Sep-01         0.00       2,709
                                                                                          
     Total Occupied                                                             $0.00      61,632
     Total Leased                                                                          61,632
     Total Available                                                                            0
     Total Building                                                                        61,632
     % Occupied                                                                            100.00%
     % Leased                                                                              100.00%
                                                                                          
<CAPTION>

                           Apr-97                      Current
                           Rental    Esc                Rent                                        
Flr  Tenant                 Rate     Rate     Term      4/97       Specific Use of Space      
- ----------------------------------------------------------------------------------------------
<S>                         <C>     <C>       <C>     <C>          <C>                 
     Kemper Insurance       16.14   1.025     180     42,377.34    Insurance Company
     Target(1)              15.25    1.00      84     26,477.81    Regional HQ of Retailer
     J. Sargeant Reynolds   15.95   1.0275     60      8,756.55    Executive Development Prog.
     Lowes                  16.96    1.03      60      3,828.72    Regional HQ of Retailer
                                                                  
     Total Occupied                                  $81,440.42   
     Total Leased                                                 
     Total Available                                              
     Total Building                                               
     % Occupied                                                   
     % Leased                                                     
                                                                  
</TABLE>
                                                                


<PAGE>
                                LAKEBROOKE POINTE
                              Constructed Rent Roll

- --------------------------------------------------------------------------------
                             SF       Lease       Lease    Rental  Lease   Lease
Tenant Name               Occupied Start Date   End Date    Rate   Term    Type
- --------------------------------------------------------------------------------

1 Kemper Insurance           31,500  10/23/95    10/22/10   $16.14    15     FSG
2 Target                     20,835   11/l/95     2/28/03   $15.25     7     FSG
3 J. Sargeant Reynolds        6,588    9/3/96      9/2/01   $15.95     5     FSG
4 Lowes                       2,709   9/20/96     9/30/01   $16.96     5     FSG








Total Occupied Square Feet             61,632
Total Available Square Feet            61,632

- ---------------------------------------------
Occupancy                      100%
Average Rent per Square Foot           $15.85
=============================================








                                       16

<PAGE>
                                                                       Addenda
================================================================================

















                           Income and Expense Statements



<PAGE>


                         Historical Operating Statements

                                Lakebrooke Pointe


Building NRA                        61,632 SF

<TABLE>
<CAPTION>
                                     1995 Actual             1996 Actual                1997 Actual
                                --------------------   -----------------------     ----------------------
Item                             Amount       Per SF      Amount       Per SF       Amount         Per SF
- -----------------------------------------------------  -----------------------     ----------------------
<S>                             <C>           <C>        <C>           <C>         <C>             <C>   
INCOME
  Gross Income                  $101,877      $ 1.65     $844,285      $13.70      $  980,824      $15.91
  Reimbursements                       0        0.00       24,400        0.40          26,964        0.44
                                --------------------   -----------------------     ----------------------
  Total Income                  $101,877      $ 1.65     $868,685      $14.09      $1,007,788      $16.35
                                --------------------   -----------------------     ----------------------

EXPENSES
  Real Estate Taxes             $  4,615      $ 0.07     $ 44,323      $ 0.72      $   44,324      $ 0.72
  Operating Expenses              14,906        0.24      202,277        3.28         197,122        3.20
  General & Administrative        14,616        0.24       38,322        0.62          27,478        0.45
  Management Fee                   4,643        0.08       21,555        0.35          30,234        0.49
                                --------------------   -----------------------     ----------------------
  Total Expenses                $ 38,780      $ 0.63     $306,477      $ 4.97      $  299,158      $ 4.85
                                --------------------   -----------------------     ----------------------

NET OPERATING INCOME            $ 63,098      $ 1.02     $562,208      $ 9.12      $  708,630      $11.50
                                ====================   =======================     ======================
</TABLE>

- --------------------------------------------------------------------------------
Note:  Building completed and leased up in 1995.


                                       12

<PAGE>


                                                                       Addenda
================================================================================
















                                Pro-ject Reports











<PAGE>



                                LAKEBROOKE POINTE
                            PROJECT DESIGNATOR: LAKE
                            REVISION: 6/30/97 @ 23:07
                                 TENANT REGISTER
                                 6/30/97 @ 23:08



                  TENANT              SQUARE FEET    BEGIN DATE    END DATE
- ----------------------------------   -------------   ----------    --------
# 1 - KEMPER INSURANCE                    31,500      10/1995      10/2010
# 2 - TARGET                              20,835       2/1996       2/2003
# 3 - J. SARGEANT REYNOL                   6,588       9/1996       8/2001
# 4 - LOWES                                2,709       9/1996       9/2001
                                       -----------
         4 TENANTS                        61,632





<PAGE>
<TABLE>
                                                         LA KEBROOKE POINTE
                                                      PROJECT DESIGNATOR: LAKE
                                                      REVISION: 6/30/97 @ 17:44
                                                      AVERAGE OCCUPANCY REPORT
                                                           FOR ALL TENANTS
                                                           6/30/97 @ 23:07



<CAPTION>
                                       1997       1998       1999       2000       2001       2002       2003       2004       2005
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
JANUARY                               61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
FEBRUARY                              61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
MARCH                                 61,632     61,632     61,632     61,632     61,632     61,632     40,797     61,632     61,632
APRIL                                 61,632     61,632     61,632     61,632     61,632     61,632     40,797     61,632     61,632
MAY                                   61,632     61,632     61,632     61,632     61,632     61,632     40,797     61,632     61,632
JUNE                                  61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
JULY                                  61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
AUGUST                                61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
SEPTEMBER                             61,632     61,632     61,632     61,632     55,044     61,632     61,632     61,632     61,632
OCTOBER                               61,632     61,632     61,632     61,632     52,335     61,632     61,632     61,632     61,632
NOVEMBER                              61,632     61,632     61,632     61,632     52,335     61,632     61,632     61,632     61,632
DECEMBER                              61,632     61,632     61,632     61,632     58,923     61,632     61,632     61,632     61,632
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
AVERAGE SF
 OCCUPIED-OCCA                        61,632     61,632     61,632     61,632     59,308     61,632     56,423     61,632     61,632

TOTAL SF-NRA                          61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
OCCUPANCY %                           100.00     100.00     100.00     100.00      96.23     100.00      91.55     100.00     100.00
                                     =======    =======    =======    =======    =======    =======    =======    =======    =======



                                        2006       2007       2008       2009       2010       2011       2012       2013       2014
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
JANUARY                               61,632     52,335     61,632     61,632     61,632     30,132     61,632     61,632     61,632
FEBRUARY                              61,632     52,335     61,632     61,632     61,632     61,632     61,632     61,632     61,632
MARCH                                 61,632     58,923     61,632     61,632     61,632     61,632     55,044     61,632     61,632
APRIL                                 61,632     61,632     61,632     61,632     61,632     61,632     52,335     61,632     61,632
MAY                                   61,632     61,632     61,632     61,632     61,632     61,632     52,335     61,632     61,632
JUNE                                  61,632     61,632     40,797     61,632     61,632     61,632     58,923     61,632     61,632
JULY                                  61,632     61,632     40,797     61,632     61,632     61,632     61,632     61,632     61,632
AUGUST                                61,632     61,632     40,797     61,632     61,632     61,632     61,632     61,632     61,632
SEPTEMBER                             61,632     61,632     61,632     61,632     61,632     61,632     61,632     40,797     61,632
OCTOBER                               61,632     61,632     61,632     61,632     61,632     61,632     61,632     40,797     61,632
NOVEMBER                              61,632     61,632     61,632     61,632     30,132     61,632     61,632     40,797     61,632
DECEMBER                              55,044     61,632     61,632     61,632     30,132     61,632     61,632     61,632     61,632
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
AVERAGE SF
 OCCUPIED-OCCA                        61,083     59,857     56,423     61,632     56,382     59,007     59,308     56,423     61,632

TOTAL SF-NRA                          61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
OCCUPANCY %                            99.11      97.12      91.55     100.00      91.48      95.74      96.23      91.55     100.00
                                     =======    =======    =======    =======    =======    =======    =======    =======    =======




                                        2015       2016       2017       2018       2019       2020       2021       2022       2023
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
JANUARY                               61,632     61,632     61,632     61,632     40,797     61,632     61,632     61,632     61,632
FEBRUARY                              61,632     30,132     61,632     61,632     40,797     61,632     61,632     61,632     61,632
MARCH                                 61,632     30,132     61,632     61,632     61,632     61,632     61,632     61,632     61,632
APRIL                                 61,632     30,132     61,632     61,632     61,632     61,632     61,632     61,632     61,632
MAY                                   61,632     61,632     61,632     61,632     61,632     61,632     30,132     61,632     61,632
JUNE                                  61,632     61,632     55,044     61,632     61,632     61,632     30,132     61,632     61,632
JULY                                  61,632     61,632     52,335     61,632     61,632     61,632     30,132     61,632     61,632
AUGUST                                61,632     61,632     52,335     61,632     61,632     61,632     61,632     61,632     61,632
SEPTEMBER                             61,632     61,632     58,923     61,632     61,632     61,632     61,632     55,044     61,632
OCTOBER                               61,632     61,632     61,632     61,632     61,632     61,632     61,632     52,335     61,632
NOVEMBER                              61,632     61,632     61,632     61,632     61,632     61,632     61,632     52,335     61,632
DECEMBER                              61,632     61,632     61,632     40,797     61,632     61,632     61,632     58,923     61,632
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
</TABLE>

<PAGE>
                                                                          PAGE 2



<TABLE>
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
AVERAGE SF
OCCUPIED-OCCA                         61,632     53,757     59,308     59,896     58,160     61,632     53,757     59,308     61,632

TOTAL SF-NRA                          61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632     61,632
                                     -------    -------    -------    -------    -------    -------    -------    -------    -------
OCCUPANCY %                           100.00      87.22      96.23      97.18      94.37     100.00      87.22      96.23     100.00
                                     =======    =======    =======    =======    =======    =======    =======    =======    =======




                                       2024       2025       2026       2027
                                     -------    -------    -------    -------
JANUARY                               61,632     61,632     61,632     61,632
FEBRUARY                              61,632     61,632     61,632     61,632
MARCH                                 40,797     61,632     61,632     61,632
APRIL                                 40,797     61,632     61,632     61,632
MAY                                   40,797     61,632     61,632     61,632
JUNE                                  61,632     61,632     61,632     61,632
JULY                                  61,632     61,632     61,632     61,632
AUGUST                                61,632     61,632     30,132     61,632
SEPTEMBER                             61,632     61,632     30,132     61,632
OCTOBER                               61,632     61,632     30,132     61,632
NOVEMBER                              61,632     61,632     61,632     61,632
DECEMBER                              61,632     61,632     61,632     55,044
                                     -------    -------    -------    -------
AVERAGE SF
OCCUPIED-OCCA                         56,423     61,632     53,757     61,083

TOTAL SF-NRA                          61,632     61,632     61,632     61,632
                                     -------    -------    -------    -------
OCCUPANCY %                            91.55     100.00      87.22      99.11
                                     =======    =======    =======    =======

</TABLE>

<PAGE>
                                LAKEBROOKE POINTE
                            PROJECT DESIGNATOR: LAKE
                            REVISION: 6/30/97 @ 23:07
                             RENT ROLL AS OF 7/1997
                               (FISCAL YEAR BASIS)
                                 6/30/97 @ 23:08



         TENANT/
LEASE TYPE AND DATES/  BASE RENT/    OVERAGE/ SALES(000)/ RECOVERIES/   REVENUE/
SQUARE FEET              PER SF       PER SF    PER SF      PER SF      PER SF
- ---------------------- ----------  ----------  ----------  ---------- ----------

# 1
KEMPER INSURANCE
BASE LEASE 10/95-10/10    515,824           0           0       8,713    524,537
             31,500 SF      16.38        0.00        0.00        0.28      16.65

# 2
TARGET
BASE LEASE 2/96- 2/03     317,734           0           0       1,535    319,269
            20,835 SF       15.25        0.00        0.00        0.07      15.32

# 3
J. SARGEANT REYNOL
BASE LEASE   9/96- 8/01   107,246           0           0         485    107,731
               6,588 SF     16.28        0.00        0.00        0.07      16.35

# 4
LOWES
BASE LEASE 9/96- 9/01      46,864           0           0         200     47,064
             2,709 SF       17.30        0.00        0.00        0.07      17.37
                       ----------  ----------  ----------  ---------- ----------
               TOTALS     987,668           0           0      10,933    998,601
            61,632 SF       16.03        0.00        0.00        0.18      16.20
                            =====        ====        ====        ====      =====
                         
<PAGE>
                                LAKEBROOKE POINTE
                            PROJECT DESIGNATOR: LAKE
                            REVISION: 6/30/97 @ 23:07
                           PROJECT ASSUMPTIONS REPORT
                              INCLUDING ALL TENANTS
                                 6/30/97 @ 23:07



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF LAKEBROOKE POINTE BEGINNING 6/1997
FOR 31 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

NRA
1997 VALUE -        61,632
THEREAFTER - CONSTANT

OCCA
1997 VALUE -        61,632
1998 VALUE -        61,632
1999 VALUE -        61,632
2000 VALUE -        61,632
2001 VALUE -        59,308
2002 VALUE -        61,632
2003 VALUE -        56,423
2004 VALUE -        61,632
2005 VALUE -        61,632
2006 VALUE -        61,083
2007 VALUE -        59,857
2008 VALUE -        56,423
2009 VALUE -        61,632
2010 VALUE -        56,382
2011 VALUE -        59,007
2012 VALUE -        59,308
2013 VALUE -        56,423
2014 VALUE -        61,632
2015 VALUE -        61,632
2016 VALUE -        53,757
2017 VALUE -        59,308
2018 VALUE -        59,896
2619 VALUE -        58,160
2020 VALUE -        61,632
2021 VALUE -        53,757
2022 VALUE -        59,308
2023 VALUE -        61,632
2024 VALUE -        56,423
2025 VALUE -        61,632
2026 VALUE -        53,757
2027 VALUE -        61,083
THEREAFTER - CONSTANT


GROWTH RATES
- ------------
INC1
1997 VALUE -          3.50
THEREAFTER - CONSTANT

EXP1
1997 VALUE -          3.50
THEREAFTER - CONSTANT

INC3
1997 VALUE -          3.00
THEREAFTER - CONSTANT
<PAGE>
                                                                          PAGE 2


INC4
1997 VALUE -          4.00
1998 VALUE -          4.00
THEREAFTER - CONSTANT

INC2
1997 VALUE -          2.00
1998 VALUE -          2.00
THEREAFTER - CONSTANT

CPI3
1997 VALUE -          2.50
1998 VALUE -          2.50
THEREAFTER - CONSTANT

CPI4
1997 VALUE -          2.75
1998 VALUE -          2.75
THEREAFTER - CONSTANT

MARKET RATES
- ------------

MKT1
1997 VALUE -         17.00
THEREAFTER - GROWING AT GROWTH RATE INC1

T1RN
+50.0% TINW

TINW
1997 VALUE -         13.00
THEREAFTER - GROWING AT GROWTH RATE EXP1

TIWA
+70.0% OF TIRN +30.0% OF TIRN

RESR
1997 VALUE -          0.25
THEREAFTER - GROWING AT GROWTH RATE EXP1

MISCELLANEOUS INCOMES
- ---------------------

NONE

EXPENSES
- --------

PROPERTY TAXES       , REFERRED TO AS TAX

CHARGED  AGAINST NET OPERATING INCOME
1997 VALUE -        46,718
THEREAFTER - GROWING AT GROWTH RATE EXP1

OPERATING EXPENSES, REFERRED TO AS OPEX
CHARGED  AGAINST NET OPERATING INCOME
1997 VALUE -       215,700
THEREAFTER - GROWING AT GROWTH RATE EXP1

G&A EXPENSES         , REFERRED TO AS G&A
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        27,478
THEREAFTER - GROWING AT GROWTH RATE EXP1

MANAGEMENT FEES     ,  REFERRED TO AS MGMT

<PAGE>
                                                                          PAGE 3



AN INFORMATIONAL EXPENSE
1997 VALUE -        29,089
1998 VALUE -        29,840
1999 VALUE -        30,688
2000 VALUE -        31,561
2001 VALUE -        31,103
2002 VALUE -        33,417
2003 VALUE -        33,455
2004 VALUE -        38,454
2005 VALUE -        39,884
2006 VALUE -        40,961
2007 VALUE -        41,515
2008 VALUE -        40,199
2009 VALUE -        45,463
2010 VALUE -        43,019
2011 VALUE -        47,816
2012 VALUE -        49,789
2013 VALUE -        48,974
2014 VALUE -        55,330
2015 VALUE -        57,551
2016 VALUE -        51,429
2017 VALUE -        58,808
2018 VALUE -        61,585
2019 VALUE -        62,129
2020 VALUE -        68,477
2021 VALUE -        61,356
2022 VALUE -        69,961
2023 VALUE -        75,516
2024 VALUE -        71,222
2025 VALUE -        80,836
2026 VALUE -        72,632
2027 VALUE -        85,218
THEREAFTER - CONSTANT

Base Year Expenses, REFERRED TO AS Base
AN INFORMATIONAL EXPENSE
+100.0% OF TAX +100.0% OF OPEX
+100.0% OF G&A +100.0% OF MGMT

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -          2.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- -------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1997 VALUE -          3.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 4.000% OF TOTAL RENT

STANDARD METHOD #2 - 2.000% OF TOTAL RENT

STANDARD METHOD #3 - 2.600% OF TOTAL RENT

<PAGE>
                                                                          PAGE 4



STANDARD METHOD #4 - 0.000% OF TOTAL RENT

STANDARD METHOD #5 - 0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ---------------------

1997 VALUE -          0.00
1998 VALUE -          0.00
1999 VALUE -          0.00
2000 VALUE -          0.00
2001 VALUE -          0.00
2002 VALUE -          0.00
2003 VALUE -          0.00
2004 VALUE -          0.00
2005 VALUE -          0.00
2006 VALUE -          0.00
2007 VALUE -          0.00
2008 VALUE -          0.00
2009 VALUE -          0.00
2010 VALUE -          0.00
2011 VALUE -          0.00
THEREAFTER - CONSTANT


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- -----------------

RESERVES
MARKET RATE RESR MULTIPLIED BY AREA MEASURE NRA

<PAGE>
                                                                          PAGE 5




PRIMARY CLASSIFICATION CODES
- ----------------------------

NONE


SECONDARY CLASSIFICATION CODES
- ------------------------------

NONE


COST CENTERS
- -----------

NONE


SALES VOLUME PROFILE
- -------------------

          PERCENT OF         RELATIVE
MONTH    ANNUAL SALES         VOLUME
- -----    ------------        --------
JAN          8.33%              1.00
FEB          8.33%              1.00
MAR          8.33%              1.00
APR          8.33%              1.00
MAY          8.33%              1.00
JUN          8.33%              1.00
JUL          8.33%              1.00
AUG          8.33%              1.00
SEP          8.33%              1.00
OCT          8.33%              1.00
NOV          8.33%              1.00
DEC          8.33%              1.00
           -------            -------
TOTALS     100.00%             12.00


GLOBAL RECOVERIES
- -----------------

Base Year Expenses, REFERRED TO AS BYES
PRO RATA SHAPE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

<PAGE>
                                                                          PAGE 6



REFERENCE TENANTS
- -----------------

NONE


TENANTS
- -------

THERE ARE A TOTAL OF      4 LEASEHOLD TENANT(S):

- --------------------------------------------------------------------------------

#1 - KEMPER INSURANCE
BASE: LEASE DATES:       10/1995 TO 10/2010
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           31,500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    16.14/SF/YR
THEREAFTER - GROWING AT      2.50%

RECOVERIES:

Base Year Expenses
PRO RATA SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE AMOUNT OF    306,477

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH      VACANT     SQ FT    MONTHS OF
TERM   YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ----   ------------   ------   --------   ---------   -----------    -----------
  1        5.00           3      NONE        NONE         YES            YES
  2        5.00           3      NONE        NONE         YES            YES
  3        5.00           3      NONE        NONE         YES            YES
  4        5.00           3      NONE        NONE         YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY    1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

Base Year Expenses
PRO RATED SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE TIWA
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 2 - TARGET

<PAGE>
                                                                          PAGE 7



BASE LEASE DATES:         2/1996 TO 2/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           20,835
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    15.25/SF/YR
THEREAFTER - GROWING AT     0.00%

RECOVERIES:

BYES
GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH      VACANT     SQ FT    MONTHS OF
TERM   YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ----   ------------   ------   --------   ---------   -----------    -----------
 1         5.00          3       NONE        NONE        YES             YES
 2         5.00          3       NONE        NONE        YES             YES
 3         5.00          3       NONE        NONE        YES             YES
 4         5.00          3       NONE        NONE        YES             YES
 5         5.00          3       NONE        NONE        YES             YES

RENEWAL MINIMUM RENT:
MARKET RATE MKT1 MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

Base Year Expenses
PRO RATA SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      STANDARD METHOD #3
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

- --------------------------------------------------------------------------------

#3 - J. SARGEANT REYNOL
BASE LEASE DATES:         9/1996 TO 8/2001
TYPE OF TENANT:          OFFICE

SQUARE FOOTAGE:           6,588
SUBJECT TO VACANCY ALLOWANCE

MININIMUM RENT:
1998 VALUE -      15.95/SF/YR
THEREAFTER - GROWING AT     2.75%

RECOVERIES:

BYES
GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS: NONE

<PAGE>
                                                                          PAGE 8



ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH      VACANT     SQ FT    MONTHS OF
TERM   YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ----   ------------   ------   --------   ---------   -----------    -----------
  1        5.00         3        NONE       NONE           YES            YES
  2        5.00         3        NONE       NONE           YES            YES
  3        5.00         3        NONE       NONE           YES            YES
  4        5.00         3        NONE       NONE           YES            YES
  5        5.00         3        NONE       NONE           YES            YES
  6        5.00         3        NONE       NONE           YES            YES

RENEWAL MINIMUM RENT:
MARKET RATE MKTI MULTIPLIED BY  1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

Base Year Expenses

PRO RATA SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:     STANDARD METHOD #3
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

- --------------------------------------------------------------------------------

# 4 - LOWES
BASE LEASE DATES:         9/1996 TO 9/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:            2,709
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -     16.96/SF/YR
THEREAFTER - GROWING AT    3.00%

RECOVERIES:

BYES
GLOBAL GROUPING
GLOBAL RECOVERY BYES

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH      VACANT     SQ FT    MONTHS OF
TERM   YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS    ALTERATIONS
- ----   ------------   ------   --------   ---------   -----------    -----------
  1        5.00          3        NONE       NONE          YES            YES
  2        5.00          3        NONE       NONE          YES            YES
  3        5.00          3        NONE       NONE          YES            YES
  4        5.00          3        NONE       NONE          YES            YES
  5        5.00          3        NONE       NONE          YES            YES
  6        5.00          3        NONE       NONE          YES            YES


RENEWAL MINIMUM RENT:
<PAGE>
                                                                          PAGE 9




MARKET RATE MKTI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE INC3 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

Base Year Expenses
PRO RATA SHARE RECOVERY OF EXPENSE Base
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:      STANDARD METHOD #3
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE TIWA
RENEWAL PAYOUT:           CASHED OUT

<PAGE>
                                LAKEBROOKE POINTE
                            PROJECT DESIGNATOR: LAKE
                            REVISION: 6/30/97 @ 23:07
                                EXPIRATION REPORT
                        YEARS 1998 TO 2028, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS
                                 6/30/97 @ 23:08



                                 TERM/     BASE              TOTAL    MARKET
      TENANT         SQUARE FT END DATE  RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------------------   --------- --------  -------   ------   -------   -------

# 3                            INITIAL
SARGEANT REYNOL         6,588   8/2001     17.78     0.73     18.50     19.51

# 4                            INITIAL
LOWES                   2,709   9/2001     19.09     0.73     19.81     19.51
                      -------             ------   ------    ------    ------
FY102 EXPIRATIONS       9,297              18.16     0.73     18.89     19.51


# 2                            INITIAL
TARGET                 20,835   2/2003     15.25     1.15     16.40     20.90
                      -------             ------   ------    ------    ------
1 FY103 EXPIRATIONS    20,835              15.25     1.15     16.40     20.90
                      -------             ------   ------    ------    ------
3 CUMULATIVE EXPS      30,132              16.15     1.02     17.17     20.47



# 3                            RENEWAL I
SARGEANT REYNOL         6,588   11/2006    21.96     1.17     23.13     23.17

# 4                            RENEWAL 1
LOWES                   2,709  12/2006     22.72     0.95     23.67     23.98

                      -------             ------   ------    ------    ------
2 FY107 EXPIRATIONS     9,297              22.18     1.11     23.29     23.41
                      -------             ------   ------    ------    ------
5 CUMULATIVE EXPS      39,429              17.57     1.04     18.61     21.16



# 2                            RENEWAL 1
TARGET                 20,835   5/2008     23.52     1.19     24.71     24.82
                      -------             ------   ------    ------    ------
1 FY108 EXPIRATIONS    20,835              23.52     1.19     24.71     24.82
                      -------             ------   ------    ------    ------
6 CUMULATIVE EXPS      60,264              19.63     1.09     20.72     22.43


# 1                            INITIAL
KEMPER INSURANCE       31,500  10/2010     22.25     3.08     25.33     26.59
                      -------             ------   ------    ------    ------
1 FY111 EXPIRATIONS    31,500              22.25     3.08     25.33     26.59
                      -------             ------   ------    ------    ------
7 CUMULATIVE EXPS      91,764              20.53     1.78     22.30     23.85


# 3                            RENEWAL 2
SARGEANT REYNOL         6,588   2/2012     26.99     1.38     28.37     28.48

# 4                            RENEWAL 2
LOWES                   2,709   3/2012     26.99     1.38     28.37     28.48
                      -------             ------   ------    ------    ------
<PAGE>
                                                                          PAGE 2



                                 TERM/     BASE              TOTAL    MARKET
      TENANT         SQUARE FT END DATE  RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------------------   --------- --------  -------   ------   -------   -------
2 FY112 EXPIRATIONS     9,297              26.99     1.38     28.37     28.48
                      -------             ------   ------    ------    ------
9 CUMULATIVE EXPS     101,061              21.12     1.74     22.86     24.28



# 2                            RENEWAL 2
TARGET                 20,835   8/2013     27.93     1.43     29.37     29.48
                      -------             ------   ------    ------    ------
1 FY114 EXPIRATIONS    20,835              27.93     1.43     29.37     29.48
                      -------             ------   ------    ------    ------
10 CUMULATIVE EXPS    121,896              22.29     1.69     23.97     25.17



# 1                            RENEWAL I
KEMPER INSURANCE       31,500   1/2016     30.97     1.49     32.46     32.68
                      -------             ------   ------    ------    ------
1 FY116 EXPIRATIONS    31,500              30.97     1.49     32.46     32.68
                      -------             ------   ------    ------    ------
11 CUMULATIVE EXPS    153,396              24.07     1.65     25.72     26.71



# 3                            RENEWAL 3
J. SARGEANT REYNOL      6,588   5/2017     32.05     1.62     33.68     33.83
                      -------             ------   ------    ------    ------
1 FY117 EXPIRATIONS     6,588              32.05     1.62     33.68     33.83
                      -------             ------   ------    ------    ------
12 CUMULATIVE EXPS    159,984              24.40     1.64     26.04     27.00



# 4                            RENEWAL 3
LOWES                   2,709   6/2017     32.06     1.63     33.68     33.83
                      -------             ------   ------    ------    ------
1 FY118 EXPIRATIONS     2,709              32.06     1.63     33.68     33.83
                      -------             ------   ------    ------    ------
13 CUMULATIVE EXPS    162,693              24.53     1.64     26.17     27.12



# 2                            RENEWAL 3
TARGET                 20,835   11/2018    33.18     1.74     34.91     35.01
                      -------             ------   ------    ------    ------
1 FY119 EXPIRATIONS    20,835              33.18     1.74     34.91     35.01
                      -------             ------   ------    ------    ------
14 CUMULATIVE EXPS    183,528              25.51     1.65     27.16     28.01



# 1                            RENEWAL 2
KEMPER INSURANCE       31,500   4/2021     36.78     1.86     38.64     38.82
                      -------             ------   ------    ------    ------
1 FY121 EXPIRATIONS    31,500              36.78     1.86     38.64     38.82
                      -------             ------   ------    ------    ------
15 CUMULATIVE EXPS    215,028              27.16     1.68     28.84     29.60



# 3                            RENEWAL 4
J. SARGEANT REYNOL      6,588   8/2022     38.07     1.94     40.01     40.18

# 4                            RENEWAL 4
LOWES                   2,709   9/2022     38.07     1.94     40.01     40.18
                      -------             ------   ------    ------    ------
<PAGE>
                                                                          PAGE 3



                                 TERM/     BASE              TOTAL    MARKET
      TENANT         SQUARE FT END DATE  RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------------------   --------- --------  -------   ------   -------   -------
2 FY123 EXPIRATIONS     9,297              38.07     1.94     40.01     40.18
                      -------             ------   ------    ------    ------
17 CUMULATIVE EXPS    224,325              27.61     1.70     29.31     30.03


# 2                            RENEWAL 4
TARGET                 20,835   2/2024     40.78     2.03     42.81     43.04

                      -------             ------   ------    ------    ------
1 FY124 EXPIRATIONS    20,835              40.78     2.03     42.81     43.04
                      -------             ------   ------    ------    ------
18 CUMULATIVE EXPS    245,160              28.73     1.72     30.46     31.14



# 1                            RENEWAL 3
KEMPER INSURANCE       31,500   7/2026     43.69     2.20     45.89     46.10

                      -------             ------   ------    ------    ------
1 FY127 EXPIRATIONS    31,500              43.69     2.20     45.89     46.10
                      -------             ------   ------    ------    ------
19 CUMULATIVE EXPS    276,660              30.43     1.78     32.21     32.84



# 3                            RENEWAL 5
J. SARGEANT REYNOL      6,588   11/2027    45.22     2.33     47.55     47.72

# 4                            RENEWAL 5
LOWES                   2,709   12/2027    46.80     1.86     48.66     47.72

                      -------             ------   ------    ------    ------
2 FY128 EXPIRATIONS     9,297              45.68     2.19     47.87     47.72
                      -------             ------   ------    ------    ------
21 CUMULATIVE EXPS    285,957              30.93     1.79     32.72     33.33

<PAGE>
                                                                       Addenda
================================================================================


















                            Appraiser Qualifications




















<PAGE>
                                                                QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Professional Affiliations:

     Member of the Appraisal Institute (MAI Designations #9812)
     District of Columbia Certified General Real Estate Appraiser (#GA00010267)
     Commonwealth of Virginia Certified General Real Estate
       Appraiser (#4001002465)
     State of Maryland Certified General Real Estate Appraiser (#7220)
     State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

     Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
     Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
     Advisory Services, a full service real estate organization specializing in
     appraisal and consultation. April 1990 to present.

     Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977 to
     April 1990.

     Other real estate experience includes work as a residential listing and
     selling agent preparing market analyses and origination contracts.

     Experience includes appraisal of the following types of property:

     Office Buildings               Medical Office Buildings
     Regional Malls                 Power Centers
     Outlet Centers                 Community & Neighborhood Shopping Centers
     Department Stores              Industrial Buildings
     Residential Subdivisions       Single Family Residences
     Multi-Family Properties        Condominiums/Duplexes
     Subdivision Analysis           Farm/Ranch
     Mixed Use Properties           Golf Courses
     Grape Vineyards                Special Purpose Facilities
     Commercial Land                Hotel/Motel
     Ad Valorem Tax Appeals

     Appraisal and consulting services used for mortgage loans, relocations,
     gift and estate tax, condemnation and litigation purposes.

     Qualified as an expert witness in state and federal real estate court
     cases.


Education:

     Bachelor of Arts (Political Science), 1981
     University of Texas at Arlington, Arlington, Texas.

<PAGE>
                                                                QUALIFICATIONS
================================================================================

                                                           Donald R. Morris, MAI

Appraisal Institute Courses:

     #1Al - Real Estate Appraisal Principles
     #1A2 - Basic Valuation Procedures
     #1Bl - Capitalization Theory & Techniques, Part A
     #1B2 - Capitalization Theory & Techniques, Part B
     #410 - Standards of Professional Appraisal Practice, Part A (USPAP)
     #420 - Standards of Professional Appraisal Practice, Part B (AI)
     #21 - Case Studies in Real Estate Valuation
     #22 - Report Writing and Valuation Analysis
     #82 - Residential Valuation Procedures

Additional Accredited Real Estate Courses:

     Real Estate Appraisal
     Principles of Real Estate
     Real Estate Marketing
     Real Estate Finance
     Property Management

     Federal National Mortgage Corporation (Fannie Mae) - Appraisal Training

Certified in the Appraisal's Institute's voluntary program of continuing
education for its designated members,

<PAGE>
                                                                QUALIFICATIONS
================================================================================

                                                                  Kelly J. Small

Professional Affiliations:

     Candidate Member of the Appraisal Institute (#M921847)
     State of Maryland Certified General Real Estate Appraiser (#20143)
     Maryland Salesperson License (#313081)

Appraisal/Real Estate Experience:

     Appraiser, Cushman & Wakefield of Washington, D.C., Inc., Valuation
     Advisory Services, a full service real estate organization specializing in
     appraisal and consultation. Member of National Affordable Housing Group.
     October, 1995 to present.

     Staff Appraiser, Legg Mason Realty Group, Inc., Baltimore, Maryland.
     February, 1990, through October, 1995.

     Other work experience includes financial analyst, market research analyst
     and real estate settlement work.

     Experience includes appraisal of the following types of property:

     Office Buildings                         Shopping Centers
     Subdivision Development Analysis         Industrial Facilities
     Commercial Land                          Multi-Family Properties
     Single Family Residences                 Leasehold/Leased Fee Interests
     Hotel                                    Special Purpose Facilities
     Manufacturing Facilities                 Warehouse Facilities

Education:

     Bachelor of Science (Finance), 1990
     University of Baltimore, Baltimore, Maryland

     Masters of Science (Real Estate Development), 1996
     The Johns Hopkins University, Baltimore, Maryland

     Appraisal Institute Courses:

               #1A1 - Real Estate Appraisal Principles
               #1A2 - Basic Valuation Procedures
               #1B1 - Capitalization Theory & Techniques, Part A
               #1B2 - Capitalization Theory & Techniques, Part B
               #410 - Standards of Professional Appraisal Practice,
                      Part A (USPAP)

<PAGE>
                                                                QUALIFICATIONS
================================================================================

                                                                  Kelly J. Small

               #420 - Standards of Professional Appraisal Practice, Part B (AI)
               #540 - Report Writing and Valuation Analysis
               #550 - Advanced Applications

     Specific course work and seminars:

               The new URAR Appraisal Reports, Emerging Trends
               Affordable Housing Tax Credit Coalition seminars

<PAGE>
                                                                       Addenda
================================================================================


















                                 Investor Survey

















<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                      OFFICE MARKET - URBAN/CBD
====================================================================================================================================

                             9.5%    10.0%    10.0%    10.0%    11.5%    11.5%     3.0%     3.0%     3.0%     4.0%    10.0     10.0
                             9.5%    10.0%    10.0%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0      7.0
                             8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                            13.0%    13.0%       -        -     14.0%    14.0%     5.0%     5.0%     3.0%     3.0%     5.0      7.0
                             8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                             9.3%     9.3%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.0%     9.0%     8.5%     9.0%    10.5%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0     10.0
                            10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     4.0%     4.0%     4.0%     4.0%     5.0     10.0

  Responses                 11       11       10       10       11       11       11       11       11       11       11       11
  Average (%)                9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5      9.5
====================================================================================================================================
CLASS B- LEASED ASSET
====================================================================================================================================
                            10.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                             9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                             9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%    10.0%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                            15.0%    15.0%       -        -     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0      7.0
                             9.0%    10.0%       -        -        -        -        -        -        -         -       -        -
                             9.0%    10.0%     9.0%    10.0%    12.0%    13.0%     4.0%     4.0%     4.0%     4.0%     5.0     10.0

  Responses                  8        8        6        6        7        7        7        7        7        7        7        7
  Average (%)               10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3      9.7
====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                             8.0%     9.0%     9.5%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0      7.0
                             8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0     10.0     10.0
                            10.0%    10.0%    10.0%    10.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0      5.0
                             9.5%     9.5%    10.5%    10.5%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            12.0%    12.0%       -        -     13.0%    13.0%     5.0%     5.0%     3.0%     3.0%     5.0      7.0
                             9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                               -        -        -        -     12.0%    13.0%     4.0%     4.0%     4.0%     4.0      5.0     10.0

  Responses                  8        8        7        7        9        9        9        9        9        9        9        9
  Average (%)                9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9%     7.6      8.9
====================================================================================================================================
CLASS B- VALUE ADDED
====================================================================================================================================
                            12.0%    12.0%    12.0%    12.0%    15.0%    15.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0      5.0
                             9.8%     9.8%    10.8%    10.8%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                            14.0%    14.0%       -        -     20.0%    20.0%     5.0%     5.0%     3.0%     3.0%     5.0      7.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
  Responses                  6        6        5        5        6        6        6        6        6        6        6        6
  Average (%)               10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0      8.8

Total Responses             33       33       28       28       33       33       33       33       33       33       33       33
Weighted Average             9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1      9.2



                    "Leased Asset" refers to predominantly "passive" investments involving substantially leased Properties

                    "Value Added" denotes properties which require more active management due to leasing issues and/or additional
                    capital investment for physical issues


</TABLE>

8 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON - CBD
====================================================================================================================================
                             9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             8.5%     8.5%     9.3%     9.3%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                            11.0%    11.0%       -        -     12.0%    12.0%     5.0%     3.0%     3.0%     3.0%     5.0      7.0
                             8.5%    10.0%     9.0%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0     10.0
                             8.0%    10.0%     9.5%    10.0%    11.5%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0     10.0
                            10.0%    11.0%    10.5%    11.0%    12.0%    12.0%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             8.0%     9.0%     8.5%     8.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                             8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                             9.1%     9.1%    10.1%    10.1%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0     10.0
                             9.0%     9.0%    10.0%    10.0%    11.5%    11.5%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                             9.0%     9.0%     9.0%     9.0%    12.0%    13.0%     4.0%     7.0%     4.0%     4.0%     5.0      7.0
                             9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.0%    10.0%       -        -        -        -        -        -        -        -        -        -
                             8.0%     9.0%     8.0%     9.0%    10.0%    12.0%     5.0%     5.0%     4.0%     4.0%     5.0     10.0

  Responses                 16       16       14       14       15       15       15       15       15       15       15       15
  Average (%)                8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9      9.7

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                             9.5%     9.5%    10.5%    10.5%    10.5%    10.5%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             8.8%     8.8%     9.5%     9.5%    11.8%    11.8%     3.5%     3.5%     3.5%     3.5%    10.0     10.0
                            12.0%    12.0%       -        -     18.0%    18.0%     5.0%     3.0%     3.0%     3.0%     5.0      7.0
                            10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0     10.0
                             8.0%    10.0%     9.5%    10.0%    11.0%    12.0%     4.0%     6.0%     4.0%     4.0%    10.0     10.0
                             9.0%    10.0%     9.0%     9.5%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                             9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                             9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%    10.0%    10.0%    14.0%    15.0%     4.0%     7.0%     4.0%     4.0%     5.0      7.0
                             9.0%     9.0%     9.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                            10.0%    11.0%                -        -        -        -        -        -        -        -        -
                            10.0%    11.0%    10.0%    11.0%    12.0%    13.0%     5.0%     5.0%     4.0%     4.0%     5.0     10.0

  Responses                 13       13       11       11       12       12       12       12       12       12       12       12
  Average (%)                9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6      9.6

====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                            10.0%    10.0%       -        -     13.0%    13.0%     3.0%     3.0%     3.0%     3.0%     5.0      7.0
                             8.0%    10.0%     8.5%     9.0%    11.0%    12.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                            10.0%    10.0%    10.0%    10.0%    12.5%    12.5%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0      5.0
                             9.4%     9.4%    10.4%    10.4%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             6.0%     6.0%     9.0%     9.0%    17.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0      7.0
                             9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.0%    10.0%       -        -        -        -        -        -        -        -        -        -
                            12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0      2.0

  Responses                 10       10        8        8        9        9        9        9        9        9        9        9
  Average (%)                9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2      8.0

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                            11.0%    11.0%       -        -     18.0%    18.0%     3.0%     3.0%     3.0%     3.0%     5.0      7.0
                            10.5%    10.5%    10.0%    10.0%    11.0%    13.0%     2.0%     2.0%     2.0%     2.0%    10.0     10.0
                            11.0%    11.0%    11.0%    11.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0      5.0
                             9.6%     9.6%    10.6%    10.6%    11.5%    11.5%     3.8%     4.0%     4.3%     4.3%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             6.0%     6.0%    10.0%    10.0%    20.0%    20.0%     4.0%     7.0%     4.0%     4.0%     5.0      7.0
                             9.0%     9.0%     9.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             9.0%    10.0%       -        -        -        -        -        -        -        -        -        -
                            12.0%    12.0%    10.0%    10.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     2.0      2.0

  Responses                 10       10        8        8        9        9        9        9        9        9        9        9
  Average (%)                9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2      8.0


Total responses             49       49       41       41       45       45       45       45       45       45       45       45
Weighted Average(%)          9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0      8.8

</TABLE>
                                                                   AUTUMN 1996 9

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                   INDUSTRIAL MARKET - WAREHOUSE/DISTRIBUTION
====================================================================================================================================
                             9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             8.5%     8.5%     9.3%     9.3%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                             8.5%    10.0%     9.5%    10.0%    11.0%    12.0%     3.5%     3.5%     3.5%     3.5%    10.0     10.0
                             9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%    10.0     10.0
                             8.0%     8.0%     8.5%     8.5%    10.5%    10.5%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                             9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.5%    10.0%     9.0%    10.5%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0     10.0
                             9.0%     9.0%    10.0%    10.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             9.0%     9.0%     9.5%     9.5%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                 10       10       10       10       10       10       10       10       10       10       10       10
  Average (%)                8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8     10.1

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                             9.2%     9.2%     9.5%     9.5%    10.0%    10.0%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             8.8%     8.8%     9.5%     9.5%    11.3%    11.3%     3.5%     3.5%     3.5%     3.5%    10.0     10.0
                             9.5%     9.5%    10.0%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0     10.0
                            10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                             9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%     9.5%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  7        7        7        7        7        7        7        7        7        7        7        7
  Average (%)                9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7     10.1

====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                            11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                             9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  4        4        4        4        4        4        4        4        4        4        4        4
  Average (%)                9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5     10.3


====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                            12.0%    12.0%    13.0%    13.0%    14.0%    14.0%     0.0%     8.0%     3.0%     5.0%    10.0     10.0
                            10.0%    10.0%    10.5%    10.5%    11.5%    11.5%     3.3%     3.3%     3.5%     3.5%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%    10.5%    10.5%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  4        4        4        4        4        4        4        4        4        4        4        4
  Average (%)               10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5     10.3


Total Responses             25       25       25       25       25       25       25       25       25       25       25       25
Weighted Average(%)          9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6     10.2



                    "Leased Asset" refers to predominantly "passive" investments involving substantially leased Properties

                    "Value Added" denotes properties which require more active management due to leasing issues and/or additional
                    capital investment for physical issues


</TABLE>

10 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                           INDUSTRIAL MARKET-BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
====================================================================================================================================
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%     9.5%    10.0%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0     10.0
                             9.0%     9.0%       -        -     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  4        4        3        3        4        4        4        4        4        4        4        4
  Average (%)                8.9%     9.4%     9.7%    10.7%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8     10.3

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    10.0     10.0
                            10.0%    10.0%       -        -     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  4        4        3        3        4        4        4        4        4        4        4        4
  Average (%)                9.3%     9.8%     9.8%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8     10.3

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0      5.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%    10.5%    10.5%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%       -        -     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  5        5        4        4        5        5        5        5        5        5        5        5
  Average (%)                9.4%    10.0%     9.9%    10.9%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2      9.4

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%     5.0      5.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.5%    10.5%    11.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.5      9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.5%    10.5%       -        -     12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  5        5        4        4        5        5        5        5        5        5        5        5
  Average (%)                9.6%    10.2%    10.0%    11.0%    12.4%    13.2%     3.4%     4.0%     3.2%     3.8%     8.2      9.4


Total Responses             18       18       14       14       18       18       18       18       18       18       18       18
Weighted Average (%)         9.3%     9.8%     9.8%    10.8%    12.0%    12.4%     3.3%     4.0%     3.2%     3.9%     8.5      9.8


                    "Leased Asset" refers to predominantly "passive" investments involving substantially leased Properties

                    "Value Added" denotes properties which require more active management due to leasing issues and/or additional
                    capital investment for physical issues

</TABLE>

                                                                  AUTUMN 1996 11

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                             RETAIL MARKET - NEIGHBORHOOD & COMMUNITY CENTERS
====================================================================================================================================
                             9.0%    10.5%     9.5%    10.5%    11.0%    12.5%     3.5%     3.5%     3.5%     3.5%    10.0     10.0
                             9.5%    10.0%    10.0%    10.0%    12.5%    12.5%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                            10.0%    10.0%    10.5%    10.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0      7.0
                            10.3%    10.3%    10.8%    10.8%    13.0%    13.0%     2.0%     2.0%     4.0%     4.0%     7.0      7.0
                             9.0%     9.0%    10.0%    10.0%    10.0%    10.0%     0.0%     6.0%     2.0%     5.0%    10.0     10.0
                             9.8%     9.8%    10.3%    10.3%    11.5%    11.5%     3.8%     4.0%     4.0%     4.0%    10.0     10.0
                             9.0%    10.0%       -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             9.0%     9.0%     9.5%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0

  Responses                  9        9        8        8        8        8        9        9        9        9        9        9
  Average (%)                9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9      9.4

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                            10.8%    10.8%    11.3%    11.3%    14.0%    14.0%     2.0%     2.0%     4.0%     4.0%     7.0      7.0
                            10.0%    10.0%    11.0%    11.0%    12.0%    12.0%     0.0%     6.0%     2.0%     5.0%    10.0     10.0
                             9.0%    10.0%       -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%     9.5%    10.0%    11.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             9.5%    10.5%       -        -        -        -        -        -        -        -        -        -

  Responses                  6        6        4        4        4        4        5        5        5        5        5        5
  Average (%)                9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0      9.6


====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                            11.0%    11.0%    12.0%    12.0%    13.0%    13.0%     0.0%     6.0%     2.0%     5.0%    10.0     10.0
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0     10.0
                             9.0%    10.0%       -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%     9.5%     9.5%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             9.0%    10.0%       -        -        -        -        -        -        -        -        -        -
                            11.0%    11.0%     9.5%     9.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0      3.0

  Responses                  7        7        5        5        5        5        6        6        6        6        6        6
  Average (%)                9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5      9.0

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                            13.0%    13.0%    14.0%    14.0%    14.0%    14.0%     0.0%     6.0%     2.0%     5.0%    10.0     10.0
                            10.0%    11.0%    10.0%    11.0%    16.0%    20.0%     4.0%     4.0%     3.0%     3.0%    10.0     10.0
                             9.0%    10.0%       -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%    10.0%    11.0%    14.0%    14.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                            11.0%    11.0%    10.5%    10.5%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0      3.0

  Responses                  6        6        5        5        5        5        6        6        6        6        6        6
  Average (%)               10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5      9.0


Total Responses             28       28       22       22       22       22       26       26       26       26       26       26
Weighted Average (%)         9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7      9.3


                    "Leased Asset" refers to predominantly "passive" investments involving substantially leased Properties

                    "Value Added" denotes properties which require more active management due to leasing issues and/or additional
                    capital investment for physical issues


</TABLE>

12 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A- LEASED ASSET                                                                     RETAIL MARKET - POWER CENTERS & "BIG BOX"
====================================================================================================================================
                             9.0%     9.0%     9.5%     9.5%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                            10.0%    10.0%     9.5%     9.5%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0     10.0
                            10.5%    10.5%    10.5%    10.5%    11.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0     10.0
                             9.5%     9.5%    10.0%    10.0%    11.4%    11.4%     3.8%     3.8%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%     9.5%     9.5%    10.0%    11.0%    11.5%     3.0%     3.5%     3.0%     3.5%    10.0     10.0
                             9.3%     9.3%     9.5%    10.0%    10.5%    10.5%     3.0%     4.0%     3.0%     4.0%     7.0     10.0
                             9.0%     9.0%                -        -        -        -        -        -        -        -        -
                             9.0%     9.5%     9.5%    10.0%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0

  Responses                  9        9        8        8        8        8        8        8        8        8        8        8
  Average (%)                9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1     10.1

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                            10.8%    10.8%    10.8%    10.8%    11.0%    12.0%     2.0%     3.0%     3.0%     3.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                            10.0%    10.0%    10.0%    10.0%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  3        3        3        3        3        3        3        3        3        3        3        3
  Average (%)                9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3     10.3

====================================================================================================================================
CLASS A VALUE ADDED
====================================================================================================================================
                            10.8%    10.8%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.5%     9.5%    10.0%    10.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  3        3        3        3        3        3        3        3        3        3        3        3
  Average (%)                9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3     10.3


====================================================================================================================================
CLASS B VALUE ADDED
====================================================================================================================================
                            11.0%    11.0%    10.8%    10.8%    12.0%    12.0%     2.0%     2.0%     3.0%     3.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                               -        -        -        -     15.0%    15.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  2        2        2        2        3        3        3        3        3        3        3        3
  Average (%)                9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3%     3.2%     3.7%     9.3     10.3

Total Responses             17       17       16       16       17       17       17       17       17       17       17       17
Weighted Average (%)         9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3     10.3


                    "Leased Asset" refers to predominantly "passive" investments involving substantially leased Properties

                    "Value Added" denotes properties which require more active management due to leasing. issues and/or additional
                    capital investment for physical issues

</TABLE>

                                                                  AUTUMN 1996 13

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A- LEASED ASSET                                                                                RETAIL MARKET - REGIONAL MALLS
====================================================================================================================================
                             7.5%     7.5%     8.0%     8.0%    11.3%    11.3%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                             9.0%     9.0%     9.0%     9.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0      5.0
                             7.5%     7.5%     7.8%     7.8%    12.0%    12.0%     1.5%     2.0%     3.0%     3.0%    10.0     10.0
                             7.0%     8.0%     8.0%     8.0%    10.5%    11.5%     0.0%     4.0%     3.0%     4.0%    10.0     10.0
                             9.0%                -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.0%     8.0%     8.0%     9.0%    10.5%    11.0%     3.0%     3.5%     3.0%     3.5%    10.0     10.0
                             8.0%     8.0%     8.5%     8.5%    11.0%    11.0%     4.0%     4.0%     4.0%     4.0%    10.0     10.0
                             7.8%     8.0%     8.3%     8.5%    11.0%    12.0%     2.5%     3.0%     2.5%     3.0%    10.0     10.0
                             7.0%     8.0%     7.0%     8.0%    10.0%    11.0%     4.0%     4.0%     4.0%     4.0%     5.0     10.0

Responses                   10        9        9        9        9        9       10       10       10       10       10       10
Average                      7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1      9.6

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================

                            10.0%    10.0%    10.0%    10.0%    17.0%    17.0%     4.0%     4.0%     4.0%     4.0%     5.0      5.0
                             9.0%     9.0%     9.0%     9.0%    13.5%    13.5%     2.0%     2.0%     4.0%     4.0%     7.0      7.0
                             9.0%    10.0%    10.0%    10.0%    12.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0     10.0
                            10.0%       -        -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0


  Responses                  5        4        4        4        4        4        5        5        5        5        5        5
  Average                    9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6      8.6

====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                            10.0%    10.0%    10.0%    10.0%    18.0%    18.0%     4.0%     4.0%     4.0%     4.0%     5.0      5.0
                            11.0%    11.0%    11.0%    11.0%    13.0%    14.0%     0.0%     4.0%     3.0%     4.0%    10.0     10.0
                             9.0%       -        -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.0%     8.5%     8.5%     9.0%    11.5%    12.5%     2.5%     3.0%     2.5%     3.0%    10.0     10.0

  Responses                  5        4        4        4        4        4        5        5        5        5        5        5
  Average                    9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2      9.2

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                            11.0%    11.0%    11.0%    11.0%    20.0%    20.0%     4.0%     4.0%     4.0%     4.0%     5.0      5.0
                            12.5%    12.5%    12.0%    12.0%    14.0%    15.0%     0.0%     4.0%     3.0%     4.0%    10.0     10.0
                            10.0%       -        -        -        -        -      3.0%     3.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.5%     9.0%     9.3%     9.8%    12.0%    13.0%     2.5%     3.0%     2.5%     3.0%    10.0     10.0
                            13.0%    13.0%    11.0%    11.0%    16.0%    16.0%     3.0%     3.0%     3.0%     3.0%     3.0      3.0

  Responses                  6        5        5        5        5        5        6        6        6        6        6        6
  Average (%)               10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2      8.2


Total Responses             26       22       22       22       22       22       26       26       26       26       26       26
Weighted Average (%)         9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8      8.9


                    "Leased Asset" refers to predominantly "passive" investments involving substantially leased Properties

                    "Value Added" denotes properties which require more active management due to leasing issues and/or additional
                    capital investment for physical issues


</TABLE>

14 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
====================================================================================================================================
CLASS A- LEASED ASSET                                                                                      RESIDENTIAL - APARTMENTS
====================================================================================================================================
                             8.5%    10.0%     9.0%    10.5%       -        -        -        -      3.5%     3.5%     1.0      1.0
                             8.5%     9.0%     9.0%     9.0%    11.0%    11.0%     3.0%     3.0%     3.0%     3.0%    10.0     10.0
                             9.8%     9.8%    10.0%    10.0%    15.0%    15.0%     4.0%     4.0%     4.0%     4.0%     5.0      7.0
                             8.3%     9.0%     9.0%     9.5%    10.5%    11.5%     3.0%     4.0%     3.0%     4.0%    10.0     10.0
                             7.5%     8.5%     8.0%     9.0%    10.0%    11.0%     0.0%     5.0%     3.0%     5.0%    10.0     10.0
                             8.8%     8.8%     9.0%     9.0%    11.3%    11.3%     3.8%     4.0%     4.0%     4.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.5%     9.0%     9.0%     9.5%    10.0%    11.5%     3.0%     4.0%     3.0%     3.0%    10.0     10.0
                             8.5%     9.0%     8.5%     9.0%       -        -      3.0%     3.5%     3.0%     3.5%    10.0     10.0
                             8.8%     9.0%     9.0%     9.5%    11.0%    11.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                 10       10       10       10        8        8        9        9       10       10       10       10
  Average (%)                8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4      8.9

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                             9.0%     9.5%     9.5%    10.0%    11.0%    12.0%     3.0%     4.0%     3.0%     4.0%    10.0     10.0
                             9.0%    10.0%    10.0%    10.0%    11.0%    12.5%     0.0%     5.0%     3.0%     5.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             9.0%    10.0%    10.0%    10.5%    10.5%    12.0%     3.0%     4.0%     3.0%     3.0%    10.0     10.0
                             9.0%     9.5%     9.5%    10.0%    11.5%    11.5%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  5        5        5        5        5        5        5        5        5        5        5        5
  Average (%)                8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6     10.2


====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                            10.0%    11.0%    11.0%    11.0%    12.5%    13.5%     0.0%     5.0%     3.0%     5.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.0%     8.0%     9.0%     9.0%    11.0%    12.0%     4.0%     6.0%     3.0%     3.0%     3.0      5.0
                             9.0%     9.0%     9.5%    10.0%    12.0%    12.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  4        4        4        4        4        4        4        4        4        4        4        4
  Average (%)                8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8      9.0

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                            12.0%    13.0%    13.0%    13.0%    13.0%    15.0%     0.0%     5.0%     3.0%     5.0%    10.0     10.0
                             8.5%     9.5%     9.5%    11.0%    11.0%    11.0%     3.5%     4.0%     3.5%     4.0%    11.0     11.0
                             8.0%     8.0%    10.0%    10.0%    11.0%    13.0%     4.0%     6.0%     3.0%     3.0%     3.0      5.0
                             9.5%    10.0%    10.0%    11.0%    13.0%    13.0%     3.0%     4.0%     3.0%     4.0%     7.0     10.0

  Responses                  4        4        4        4        4        4        4        4        4        4        4        4
  Average (%)                9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8      9.0


Responses                   23       23       23       23       21       21       22       22       23       23       23       23
Weight Average (%)           9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4      9.3


                    "Leased Asset" refers to predominantly "passive" investments involving substantially leased Properties

                    "Value Added" denotes properties which require more active management due to leasing issues and/or additional
                    capital investment for physical issues



</TABLE>
                                                                  AUTUMN 1996 15

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================
<CAPTION>
                                   CAPITALIZATION RATES            INTERNAL                GROWTH RATES           TYPICAL PROJECTION
                               GOING-IN          TERMINAL       RATE OF RETURN        INCOME           EXPENSES       PERIOD (YEARS)
                             --------------------------------  -----------------   --------------------------------  ---------------
                             LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH      LOW     HIGH
====================================================================================================================================
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>

====================================================================================================================================
OFFICE                                                                                                 SUMMARY OF WEIGHTED AVERAGES
====================================================================================================================================
Urban/CBD                    9.8%    10.3%     9.7%    10.3%    13.0%    13.5%     3.3%     4.6%     3.4%     3.9%     8.1      9.2

  Class A - Leased Asset     9.2%     9.6%     9.2%     9.7%    11.7%    12.0%     3.3%     4.2%     3.4%     3.9%     8.5      9.5
  Class B - Leased Asset    10.0%    10.4%     9.7%    10.3%    12.8%    13.1%     3.3%     4.7%     3.5%     4.0%     8.3      9.7
  Class A - Value Added      9.4%    10.0%     9.6%    10.2%    12.8%    13.5%     3.5%     4.6%     3.5%     3.9      7.6      8.9
  Class B - Value Added     10.7%    11.0%    10.5%    11.2%    14.6%    15.3%     3.2%     4.8%     3.3%     3.9%     8.0      8.8

Suburban                     9.3%     9.8%     9.7%    10.1%    12.8%    13.4%     3.2%     4.4%     3.4%     3.7%     8.0      8.8

  Class A - Leased Asset     8.8%     9.5%     9.3%     9.9%    11.2%    11.6%     3.5%     4.4%     3.6%     3.8%     8.9      9.7
  Class B - Leased Asset     9.5%    10.0%     9.8%    10.2%    12.0%    12.5%     3.4%     4.5%     3.4%     3.7%     8.6      9.6
  Class A - Value Added      9.1%     9.7%     9.5%    10.0%    13.4%    14.3%     3.1%     4.6%     3.4%     3.8%     7.2      8.0
  Class B - Value Added      9.7%    10.0%    10.0%    10.5%    14.5%    15.2%     2.9%     4.3%     3.2%     3.6%     7.2      8.0

====================================================================================================================================
INDUSTRIAL
====================================================================================================================================
Warehouse/Distribution       9.5%     9.7%    10.2%    10.5%    11.6%    11.6%     2.6%     4.5%     3.2%     4.0%     9.6     10.2

  Class A - Leased Asset     8.8%     9.2%     9.4%     9.8%    10.9%    11.0%     2.9%     4.0%     3.3%     3.8%     9.8     10.1
  Class B - Leased Asset     9.3%     9.5%    10.0%    10.2%    11.2%    11.2%     2.8%     4.3%     3.2%     3.9%     9.7     10.1
  Class A - Value Added      9.7%     9.9%    10.4%    10.8%    11.9%    11.9%     2.4%     4.8%     3.3%     4.1%     9.5     10.3
  Class B - Value Added     10.1%    10.4%    10.9%    11.3%    12.4%    12.4%     2.4%     4.8%     3.3%     4.1%     9.5     10.3

Business Parks               9.4%     9.9%    10.0%    10.8%    12.3%    12.9%     3.4%     4.0%     3.2%     3.8%     8.3      9.6

  Class A - Leased Asset     9.0%     9.5%     9.8%    10.5%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0     10.5
  Class B - Leased Asset     9.3%     9.8%    10.0%    10.8%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0     10.5
  Class A - Value Added      9.5%    10.2%    10.0%    10.8%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7      8.7
  Class B - Value Added      9.7%    10.3%    10.2%    11.0%    13.0%    14.3%     3.5%     4.0%     3.2%     3.7%     7.7      8.7

Other Industrial/
  Manufacturing              9.2%     9.7%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.8     10.3

  Class A - Leased Asset     8.8%     9.3%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5     10.0
  Class B - Leased Asset     9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     8.5     10.0
  Class A - Value Added      9.3%     9.8%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0     10.5
  Class B - Value Added      9.5%    10.0%     9.5%    11.0%    11.5%    11.5%     3.3%     4.0%     3.3%     4.0%     9.0     10.5

====================================================================================================================================
RETAIL
====================================================================================================================================
Neighborhood &
  Community Centers          9.7%    10.2%    10.3%    10.9%    13.0%    13.5%     2.7%     3.9%     3.2%     4.0%     8.7      9.3

  Class A- Leased Asset      9.3%     9.8%    10.0%    10.4%    11.9%    12.1%     2.9%     3.7%     3.4%     3.9%     8.9      9.4
  Class B - Leased Asset     9.5%    10.0%    10.4%    11.1%    12.3%    12.3%     2.3%     3.8%     3.3%     4.2%     9.0      9.6
  Class A - Value Added      9.7%    10.3%    10.1%    10.7%    13.8%    14.6%     2.8%     4.0%     3.1%     3.8%     8.5      9.0
  Class B - Value Added     10.3%    10.8%    10.8%    11.5%    14.2%    15.0%     2.8%     4.0%     3.1%     3.8%     8.5      9.0

Power Center & "Big Box"     9.6%     9.9%    10.0%    10.5%    11.8%    11.9%     2.9%     3.5%     3.2%     3.7%     9.3     10.3

  Class A - Leased Asset     9.4%     9.5%     9.7%    10.1%    11.5%    11.7%     3.3%     3.5%     3.4%     3.7%     9.1     10.1
  Class B - Leased Asset     9.8%    10.1%    10.1%    10.6%    11.0%    11.3%     2.8%     3.7%     3.2%     3.7%     9.3     10.3
  Class A - Value Added      9.6%     9.9%    10.1%    10.6%    12.0%    12.0%     2.8%     3.3%     3.2%     3.7%     9.3     10.3
  Class B - Value Added      9.8%    10.3%    10.1%    10.9%    12.7%    12.7%     2.8%     3.3      3.2%     3.7%     9.3     10.3

Regional Malls               9.3%     9.6%     9.5%    10.0%    13.2%    13.6%     2.7%     3.5%     3.5%     3.8%     8.8      8.9

  Class A - Leased Asset     7.9%     8.2%     8.2%     8.6%    11.4%    11.8%     3.0%     3.6%     3.5%     3.8%     9.1      9.6
  Class B - Leased Asset     9.3%     9.6%     9.6%    10.0%    13.4%    13.9%     2.5%     3.4%     3.7%     4.0%     8.6      8.6
  Class A - Value Added      9.3%     9.8%     9.8%    10.3%    13.4%    13.9%     2.6%     3.6%     3.4%     3.8%     9.2      9.2
  Class B - Value Added     10.6%    11.0%    10.6%    11.0%    14.6%    15.0%     2.7%     3.5%     3.3%     3.7%     8.2      8.2

Specialty Retail             9.5%    10.5%    10.8%    11.5%    12.0%    12.6      1.9%     4.0%     3.3%     4.0%    10.0     10.5

  Class A - Leased Asset     8.2%     9.0%     8.8%     9.7%    10.7%    11.3%     2.5%     4.0%     3.5%     4.0%     8.7     10.3
  Class B - Leased Asset     9.3%    10.3%    10.8%    11.5%    11.5%    12.5%     1.8%     4.0%     3.3%     4.0%    10.5     10.5
  Class A - Value Added     10.0%    11.0%    11.3%    12.0%    12.5%    13.0%     1.8%     4.0%     3.3%     4.0%    10.5     10.5
  Class B - Value Added     10.8%    11.8%    12.3%    13.0%    13.5%    13.5%     1.8%     4.0%     3.3%     4.0%    10.5     10.5

====================================================================================================================================
RESIDENTIAL
====================================================================================================================================
Apartments                   9.0%     9.6%     9.8%    10.4%    11.5%    12.1%     2.7%     4.4%     3.2%     4.0%     8.4      9.3

  Class A - Leased Asset     8.6%     9.2%     9.0%     9.6%    11.2%    11.7%     2.9%     3.9%     3.3%     3.8%     8.4      8.9
  Class B - Leased Asset     8.9%     9.7%     9.7%    10.3%    11.0%    11.8%     2.5%     4.2%     3.1%     4.0%     9.6     10.2
  Class A - Value Added      8.9%     9.4%     9.8%    10.3%    11.6%    12.1%     2.6%     4.8%     3.1%     4.0%     7.8      9.0
  Class B - Value Added      9.5%    10.1%    10.6%    11.3%    12.0%    13.0%     2.6%     4.8%     3.1%     4.0%     7.8      9.0


</TABLE>

16 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
====================================================================================================================================
                        CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY-AUTUMN 1996
====================================================================================================================================

                                                 Single-Tenant NNN Leased Properties
                                                    (Excludes "Bondable' Leases)

<CAPTION>
                                         Minimum No.                Going-In Cap Rate                     Internal Rate of Return
                                          of Years              Low                  High                Low                  High

<S>                                     <C>                  <C>                  <C>                 <C>                  <C>
Investment Grade Tenant
- ------------------------------------------------------------------------------------------------------------------------------------
                                           4.0                  9.0%                 9.0%               10.0%                12.0%
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  8.0                  9.0                10.5                 11.5
                                      ----------------------------------------------------------------------------------------------
                                           5.0                 10.5                 10.5                13.0                 13.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  9.0                 10.5                13.0                 15.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  8.5                  9.0                10.5                 12.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  9.5                 10.0                10.5                 11.5
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  8.5                 11.0                10.8                 12.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  9.5                  9.5                11.0                 11.0
                                      ----------------------------------------------------------------------------------------------
                                          20.0                  9.0                  9.0                 N/A                  N/A
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  8.0                 10.0                 N/A                  N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                                 10.0                 10.0                 10.0                 8.0                  8.0
Average                                    9.9                  9.0%                 9.8%               11.2%                12.3%


Non-Investment Grade Tenant
- ------------------------------------------------------------------------------------------------------------------------------------
                                           4.0                  9.5%                 9.5%               10.5%                13.0%
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  9.0                 10.0                11.5                 12.5
                                      ----------------------------------------------------------------------------------------------
                                           5.0                 13.0                 13.0                15.0                 15.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                 10.0                 12.0                17.0                 20.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                  9.0                 10.0                11.0                 13.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                 11.0                 12.0                13.0                 15.0
                                      ----------------------------------------------------------------------------------------------
                                          10.0                 10.5                 10.5                13.0                 13.0
                                      ----------------------------------------------------------------------------------------------
                                          20.0                 11.0                 11.0                N/A                  N/A
                                      ----------------------------------------------------------------------------------------------
                                          10.0                 10.0                 12.5                N/A                  N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Responses                                  9.0                  9.0                  9.0                 7.0                  7.0
Average                                    9.9                 10.3%                11.2%               13.0%                14.5%




</TABLE>




                                                                  AUTUMN 1996 17
<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
LUXURY                                                                                                          HOTEL - FULL SERVICE
====================================================================================================================================
               8.0%     8.0%     10.0%    10.0%   18.0%    18.0%   25.0%   25.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
               7.0%     7.0%     10.0%    10.0%   15.0%    15.0%   20.0%   20.0%    7.0%    7.0%     4.0%    4.0%     5.0     5.0   
               6.0%     9.5%     10.0%    10.0%   12.0%    15.0%   15.0%   18.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
               8.0%    11.0%      8.5%    12.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               -        -        11.0%    13.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
               6.0%     8.0%     10.0%    12.0%   13.0%    14.0%   20.0%   22.0%    3.0%    4.0%     3.0%    4.0%     5.0     5.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   

Responses      7        7         8        8       8        8       8       8       8       8        8       8        8       8     
Average (%)    7.5%     9.3%      9.8%    10.9%   14.5%    15.3%   19.5%   20.1%    4.1%    4.3%     3.8%    3.9%     6.5     6.9   
====================================================================================================================================
FIRST CLASS  
====================================================================================================================================
               9.0%     9.0%     11.0%    11.0%   12.0%    12.0%   20.0%   20.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              10.0%    10.0%     10.0%    10.0%    -        -      13.0%   13.0%    3.0%    3.0%     3.0%    3.0%    10.0    10.0   
               9.0%     9.0%     11.0%    11.0%   14.0%    14.0%    8.0%   18.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    20.0%   18.0%   22.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               7.0%     9.0%     10.0%    11.0%   11.5%    12.0%   14.0%   16.0%    4.0%    5.0%     3.0%    4.0%     5.0     5.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               9.0%     9.0%     10.5%    10.5%   21.0%    21.0%   14.0%   14.0%    4.0%    4.0%     3.0%    3.0%     7.0     7.0   
              10.0%    12.0%     11.0%    11.0%    -        -       -       -       3.5%    3.5%     3.5%    3.5%     5.0    10.0   
              10.0%    10.0%      9.0%     9.5%   19.0%    19.0%   15.0%   15.0%    8.0%    8.0%     6.0%    6.0%     -       -     
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   
              10.5%    10.5%     10.5%    10.5%   13.5%    13.5%    -       -       3.5%    3.5%     3.5%    3.5%    10.0    10.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   

Responses     13       13        13       13      11       11      11      11      13      13       13      13       12      12     
Average (%)    9.3%    10.5%     10.4%    10.9%   15.8%    16.5%   17.3%   17.8%    4.2%    4.3%     3.7%    3.8%     6.6     7.3   
====================================================================================================================================
MID-RATE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              11.0%    11.0%     11.0%    11.0%   13.0%    13.0%   17.0%   17.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    18.0%   17.0%   20.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   

Responses      5        5         5        5       5        5       5       5       5       5        5       5        5       5     
Average(%)    10.0%    10.7%     11.0%    11.5%   14.2%    15.2%   18.0%   18.6%    4.2%    4.2%     3.7%    3.7%     6.4     7.0   

Total
Responses     25       25        26       26      24       24      24      24      26      26       26      26       25      25     
Weighted
Average (%)    8.9%    10.1%     10.4%    11.1%   14.8%    15.7%   18.3%   18.8%    4.2%    4.3%     3.7%    3.8%     6.5     7.0   


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
LUXURY                            HOTEL - FULL SERVICE
======================================================
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    4.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  

Responses             8       8        8        8     
Average (%)           2.8%    3.3%     4.1%     4.4%  
======================================================
FIRST CLASS         
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     5.0%     5.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  

Responses            13      13       13       13     
Average (%)           2.8%    3.1%     4.2%     4.3%  
======================================================
MID-RATE                                              
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  

Responses             5       5        5        5     
Average(%)            2.9%    3.1%     4.0%     4.0%  
                                                      
Total                                                 
Responses            26      26       26       26     
Weighted                                              
Average (%)           2.9%    3.2%     4.1%     4.2%  
</TABLE>
     * as percent of total revenues

18 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
MID-RATE                                                                                                     HOTEL - LIMITED SERVICE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              12.0%    12.0%     12.0%    12.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               8.0%    10.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   

Responses      6        6         6        6       6        6       6       6       6       6        6       6        6       6     
Average(%)    10.3%    11.5%     11.5%    12.1%   15.7%    16.5%   17.5%   17.8%    3.5%    3.6%     3.7%    3.8%     6.2     6.7   
====================================================================================================================================
ECONOMY
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              13.0%    13.0%     13.0%    13.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               9.0%    11.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   

               5        5         5        5       5        5       5       5       5       5        5       5        5       5     
              10.8%    11.6%     11.7%    12.2%   13.8%    14.8%   17.0%   17.4%    3.5%    3.5%     3.9%    3.9%     6.4     7.0   
Total
Responses     11       11        11       11      11       11      11      11      11      11       11      11       11      11     
Weighted
Average (%)   10.6%    11.6%     11.6%    12.1%   14.7%    15.7%   17.3%   17.6%    3.5%    3.5%     3.8%    3.8%     6.3     6.8   


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
MID-RATE                       HOTEL - LIMITED SERVICE
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    4.0%     4.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   
                       4.0%    4.0%     5.0%     5.0%   

Responses              6       6        6        6      
Average(%)             3.3%    3.5%     4.3%     4.4%   
======================================================
ECONOMY                                                 
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    5.0%     5.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   

                       5       5        5        5      
                       3.4%    3.6%     4.3%     4.3%   

Total                                                   
Responses             11      11       11       11      
                                                        
Weighted                                                
Average (%)            3.4%    3.6%     4.3%     4.4%   
</TABLE>

     *as percent of total revenues

                                                                  AUTUMN 1996 19




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                              =============================================

                              COMPLETE APPRAISAL
                              OF REAL PROPERTY


                              An Office Building Known As
                              Main Street Centre
                              600 East Main Street
                              City of Richmond, Virginia

                              =============================================


                              IN A SELF-CONTAINED REPORT

                              As of July 1, 1997


                              Prepared For

                              Goldman Sachs Mortgage Company
                              85 Broad Street
                              New York, New York 10004


                              Prepared By:

                              Cushman & Wakefield of Washington, D.C., Inc.
                              Valuation Advisory Services
                              1875 Eye Street, NW
                              Suite 700
                              Washington, D.C. 20006


<PAGE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     A ROCKEFELLER GROUP COMPANY


Cushman & Wakefield of Washington, D.C.,Inc.
1875 Eye Street, N.W, Suite 700
Washington, D.C. 20006 C CK
(202) 467-0600 WA


July 2, 1997



Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:  Complete Appraisal of Real Property
     An Office Building Known As Main Street Centre
     600 East Main Street
     City of Richmond, VA

Dear Mr. Schechner:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, of Washington, D.C. Inc. is pleased to transmit our
self-contained appraisal report estimating the prospective market value of the
leased fee estate in the subject property.

     The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention to the following special
assumption:

     1.   Pursuant to your request, the date of value is July 1, 1997. We
          specifically assumed that no value affecting changes occur between the
          date of inspection, which was June 9, 1997, and the prospective date
          of value. 

     This report was prepared for Goldman Sachs Mortgage Company and is intended
only for its specified use. It may not be distributed to or relied upon by other
persons or entities without written permission of Cushman & Wakefield, Inc.

     This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

     The property was inspected by and the report was prepared by Steven A.
Studabaker, MAI, under the supervision of Donald R. Morris, MAI.



<PAGE>



Mr. Sheridan Schechner
Goldman Sachs Mortgage Company          Page 2                     July 2, 1997

     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the prospective
market value of the leased fee estate in the referenced property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July 1,
1997, was:

                THIRTY TWO MILLION FOUR HUNDRED THOUSAND DOLLARS
                                   $32,400,000

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.


Respectfully submitted,

Cushman & Wakefield of Washington, D.C.,Inc.

                                                            [SEAL]          
                                                   COMMONWEALTH OF VIRGINIA 
                                                     STEVEN A. STUDABEKER   
                                                        No. 4001-001111     
/s/ Steven A. Studabaker                               Certified General    
- -------------------------                                 Real Estate       
Steven A. Studabaker, MAI                                  Appraiser        
Associate Director                                                          
Virginia Commercial General Real Property Appraiser No. 4001-001111


                                                            [SEAL]          
                                                   COMMONWEALTH OF VIRGINIA 
                                                       DONALD R. MORRIS   
                                                        No. 4001-002465     
/s/ Donald R. Morris                                   Certified General    
- --------------------                                      Real Estate       
Donald R. Morris, MAI                                      Appraiser        
Manager, Director                                                           
Valuation Advisory Services                       
Virginia Commercial General Real Property Appraiser NO. 4001-0002465


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
===============================================================================

Property Name:                          Main Street Centre

Location:                               600 East Main Street, Richmond, Virginia

General Overview:                       The property is located at the corner
                                        7th and Main Streets in the heart of the
                                        Richmond CBD. It is a few blocks from
                                        the state Capitol building and the many
                                        state and local government offices. The
                                        neighborhood includes many Class A, B
                                        and C office buildings, hotels, historic
                                        buildings, storefront retail, many
                                        parking facilities, and high-rise and
                                        low-rise multi-family developments.

                                        The building is a 23-story,
                                        multi-tenant, Class A- /B+ office
                                        building with some first floor retail,
                                        and four-levels of below grade parking.

Interest Appraised:                     Leased Fee

Date of Value:                          July 1, 1997

Date of Inspection:                     June 9, 1997

Ownership:                              Bell Atlantic Properties, Inc.

Highest and Best Use:
      If Vacant:                        For office development, however, a
                                        holding period would be required before
                                        speculative construction could occur
                                        because the average office rental rates
                                        have not yet recovered to a point where
                                        new construction can be justified except
                                        with substantial pre-leasing.

      As Improved:                      Continued use as an office building

Value Indicators
  Sales Comparison Approach:            $28,900,000 to $31,500,000
    Value Per Square Foot:              $68.43 to 74.59
  Indicated Value:                      $28,900,000 to $31,500,000

  Income Capitalization Approach
    Estimated Market Rental Rate:       $15.00 to $16.00/SF
    Stabilized Vacancy Rate:            90.0% to 95.0%
    Effective Gross Income:             $21.14/SF(Fiscal Year 1998)
    Operating Expenses                  $5.94/SF(Fiscal Year 1998)
    Real Estate Taxes:                  $1.57/SF(Fiscal Year 1998)
    Net Operating Income:               $5,754,672 (Fiscal Year 1998)
    Estimated Vacancy Between Tenants   12 months, declining as occupancy in the
                                        market


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                   Summary of Salient Facts and Conclusions
===============================================================================

                                        improves
     Free Rent:                         6 months (one month per lease year)
     Probability of Renewal:            60%
     Tenant Improvement Allowance
       New Tenants in Previously
         Occupied Space                 $12.50 per square foot
       Renewal Tenants in Same Space:   $6.00 per square foot
     Estimated Market Rental Growth
       Rate                             0% through year end 1998, 3.5%
                                        thereafter
     Estimated Expense Growth Rate:     3.5%
     Estimated Real Estate Tax Growth
       Rate:                            3.5%
     Reversion Year Capitalization 
       Rate                             10.0%
     Transaction Costs in Reversion 
       Sale:                            3.0%
     Discount Rate:                     12.0%
  Indicated Value:                      $32,400,000

Value Conclusion:                       $32,400,0000
  Value Per Square Foot:                $76.72(Net Rentable Area)
  Implicit Capitalization Rate:         17.8%

Marketing Time:                         12 to 24 months

Special Assumptions Affecting Valuation:

1.   Pursuant to your request, the date of value is July 1, 1997. We
     specifically assumed that no value affecting changes occur between the date
     of inspection, which was June 9, 1997, and the prospective date of value.

2.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report.


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                        PHOTOGRAPHS OF SUBJECT PROPERTY
===============================================================================


                                     [PHOTO]

                                [GRAPHIC OMITTED]



  View of Main Street Centre as seen looking northwest from the intersection of
                        North 6th and East Main Streets.


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Photographs of Subject Property
================================================================================



                                    [PHOTO]

                                [GRAPHIC OMITTED]



    View of Main Street Centre as seen looking south from the intersection of
                        North 7th and East Grace Streets.




                                     [PHOTO]

                                [GRAPHIC OMITTED]


                                                                               
              View of the Main Street elevator lobby as seen from a
                            point near the entrance.




                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Photographs of Subject Property
=============================================================================== 



                                     [PHOTO]

                                [GRAPHIC OMITTED]


             Sample interior view of an upper level elevator lobby.




                                     [PHOTO]

                                [GRAPHIC OMITTED]



           Sample view of an office interior with an open floor plan.



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Photographs of Subject Property
================================================================================



                                     [PHOTO]

                                [GRAPHIC OMITTED]



        Sample interior view of an upper level floor that has been gutted
                      and readied for tenant improvements.




                                     [PHOTO]

                                [GRAPHIC OMITTED]



              Sample view of the roof deck and penthouse enclosure.



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Photographs of Subject Property
===============================================================================



                                     [PHOTO]

                                [GRAPHIC OMITTED]



           A View of Main Street as seen looking east from 7th Street.





                                     [PHOTO]

                                [GRAPHIC OMITTED]



           View of Main Street as seen looking west from 7th Street.


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION .................................................................1
     Identification of Property ..............................................1
     Property Ownership and Recent History ...................................1
     Purpose and Intended Use of the Appraisal ...............................1
     Extent of the Appraisal Process .........................................1
     Prospective Date of Value and Property Inspection .......................2
     Property Rights Appraised ...............................................2
     Definitions of Value, Interest Appraised, and Other Pertinent Terms .....2
     Legal Description .......................................................3

REGIONAL ANALYSIS ............................................................4

OFFICE MARKET ANALYSIS ......................................................14

PROPERTY DESCRIPTION ........................................................22
     Site Description .......................................................22
     Improvements Description ...............................................23

REAL PROPERTY TAXES AND ASSESSMENTS .........................................26

ZONING ......................................................................28

HIGHEST AND BEST USE ........................................................29

VALUATION PROCESS ...........................................................32

SALES COMPARISON APPROACH ...................................................34

INCOME CAPITALIZATION APPROACH ..............................................40

RECONCILIATION AND FINAL VALUE ESTIMATE .....................................61

ASSUMPTIONS AND LIMITING CONDITIONS .........................................63

CERTIFICATION OF APPRAISAL ..................................................65

ADDENDA .....................................................................66



<PAGE>


                                                                 INTRODUCTION
===============================================================================

Identification of Property

     The subject property is a 23-story office building, known as Main Street
Centre. This downtown Richmond office building has triangular floor plates, with
each floor containing approximately 19,886 square feet of net rentable area. It
is a Class A-/B+ building that encompasses 422,309 net rentable square feet, and
is modem in appearance and functional in design. The structure is concrete frame
with an exterior made of reflective glass and concrete panels and was completed
in 1987. There is a four level underground parking garage in the building with
striped parking for 299 vehicles. The building address is 600 East Main Street,
City of Richmond, Virginia.

     As of the date of our inspection (June 9, 1997), the property was 92.5
percent leased. However, Bell Atlantic has recently signed a lease amendment
that will reduce its occupancy by 118,217 square feet as of November 1998, and
in the absence of other leasing activity, would reduce the occupancy to 64.5
percent.

Property Ownership and Recent History

     The property was built in 1987 and was vacant for three years prior to
foreclosure. The title is currently vested in Bell Atlantic Properties, Inc. and
there have been no transfers in the last three years.

     It is our understanding that this property, along with a much larger
portfolio, is being transferred for securitization purposes. We were not
provided with any details on this pending transaction.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of a leased
fee estate as of July 1, 1997. The appraisal is to be used to monitor the
performance of a portfolio asset.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and the site improvements and a
          representative sample of tenant spaces with Mr. James Milby, the
          property manager.
                   
     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent rental rates and occupancy with the building
          manager.

     o    Reviewed a detailed history of income and expense and a budget
          forecast for 1997 including the budget for planned capital
          expenditures and repairs.

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing buildings which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files.

     o    Prepared an estimate of stabilized income and expense (for
          capitalization purposes).

===============================================================================

                                       -1-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                 Introduction
===============================================================================

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain sales price per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers. (See
          detailed sales write-ups in Addenda for more complete information on
          the verification process.)
                    
     o    Prepared Sales Comparison and Income Capitalization Approaches to
          value.
              
Prospective Date of Value and Property Inspection
                    
     The prospective date of value is July 1, 1997. We inspected the property on
June 9, 1997.

Property Rights Appraised
                    
     Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms
                   
     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;
                   
     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and
                  
     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.
                    
     Exposure Time
     
     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions with area brokers familiar with this property type, an exposure
     time of 12 to 24

===============================================================================

                                       -2-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                 Introduction
===============================================================================

     months would appear to have been reasonably appropriate for the subject
     property as of the date of valuation.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Leased Fee Estate
 
     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and .the leased fee are specified by contract terms contained
     within the lease.

     Value As Is
     
     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; relates to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease-by-lease or
     aggregate basis.

Legal Description

The property is legally identified by the City of Richmond Assessor's Office, as
Card WOOO- 007/025. A copy of the metes and bounds legal description has been
included in the Addenda to the report.

===============================================================================

                                       -3-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

               
                                                            REGIONAL ANALYSIS
===============================================================================

     The dynamic nature of economic relationships within a market area have a
direct bearing on real estate values and the long-term quality of a real estate
investment. In the market, the value of a property is not based on the price
paid for it in the past or the cost of its creation, but on what buyers and
sellers perceive it will provide in the future. Consequently, the attitude of
the market toward a property within a specific neighborhood or market area
reflects the probable future trend of that area.

     Since real estate is an immobile asset, economic trends affecting its
locational quality in relation to other competing properties within its market
area will also have a direct effect on its value as an investment. To accurately
reflect such influences, it is necessary to examine the past and probable future
trends which may affect the economic structure of the market and evaluate their
impact on the market potential of the subject. This section of the report is
designed to isolate and examine the discernible economic trends in the region
and neighborhood which influence and create value for the subject property.

     A regional map indicating the location of the subject is presented on the
following page.

Location
                 
     The subject property is located in the City of Richmond, Virginia within
the Richmond- Petersburg Metropolitan Statistical Area (MSA). For statistical
purposes, this area includes Chesterfield, Dinwiddie, Goochland, Hanover,
Henrico, New Kent, Powhatan and Prince George Counties. In addition, this MSA
also includes Charles, Colonial Heights, Hopewell, Petersburg and Richmond
Cities.

     Richmond is located approximately 100 miles south of Washington, D.C. and
is midway between Atlanta and Boston. The City of Richmond is situated at the
end of the navigable portion of the James River, which bisects the city. Founded
in 1737 as a central marketplace of inland Virginia, it linked the piedmont and
mountain areas of Virginia with the seaports at Hampton Roads. In 1779, Richmond
became the state capital which has had a profound effect upon the growth of the
region. Richmond is the home of the Virginia General Assembly, state and federal
courts, and Virginia's capital. The success of the Richmond area is evidenced by
the influx and growth of local businesses, immigration to and population growth
in the area, as well as expansion of the employment base.

===============================================================================

                                       -4-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


===============================================================================



                                 [REGIONAL MAP]

                                [GRAPHIC OMITTED]

                         RICHMOND-PETERSBURG & VICINITY



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Regional Analysis
===============================================================================

Demographics
                       
     Demographic statistics for the Richmond MSA are summarized in the following
table.


           =======================================================
                           SELECTED AREA DEMOGRAPHICS
                                  RICHMOND MSA
           -------------------------------------------------------
           Population
                  2001 Projection                       1,000,848
                  1996 Estimate                           942,346
                  1990 Census                             865,640
                  1980 Census                             761,304
                  1980-1990 % Change                      13.70%
                  1990-1996 % Change                       8.86%
                  1996-2001 % Change                       6.21%
           Households                                  
                  2001 Projection                         386,777
                  1996 Estimate                           362,848
                  1990 Census                             331,824
                  1980 Census                             269,289
                  1980-1990 % Change                      23.22%
                  1990-1996 % Change                       9.35%
                  1996-2001 % Change                       6.59%
           Median Household Income                     
                  2001 Projection                         $46,784
                  1996 Estimate                           $40,118
                  1990 Census                             $33,489
                  1980 Census                             $18,293
                  1980-1990 % Change                      86.07%
                  1990-1996 % Change                      19.79%
                  1996-2001 % Change                      16.62%
           1990 Average Home Value                        $78,111
           1990 % College Graduates                        18.3%
           -------------------------------------------------------
           Source: Strategic Mapping, Inc.              
           =======================================================
                                                 
Population
   
     According to Strategic Mapping, Inc., the population in the Richmond MSA
has increased dramatically slightly since 1980. In 1980 the population for the
entire MSA was 761,304 which then increased to 865,640 or 13.70 percent in 1990.
The population estimate for 1996 shows a slight slowing trend in the population
as the estimate increased from the 1990 figure to 942,346 or 8.86 percent.
Projections for the year 2001 show an increase expected over the next five year
period of 6.21 percent. This trend shows strong growth across the region.

Households

     The total number of households in the MSA has increased approximately 23.22
percent from 1980 to 1990. The 1990 household figure of 331,824 households has
increased to an estimated figure of 362,848 in 1996 which indicates an increase
of 9.35 percent over the six year period since 1990. Similar to the overall
population growth, the average annual increase has decelerated

===============================================================================

                                       -6-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Regional Analysis
===============================================================================

from the previous ten year period to a more normalized basis, which is still
above the national averages. The number of households has been increasing since
1980, even during periods when the population was shrinking. This has been
possible due to the declining household size which has dropped from 2.72 persons
in 1980 to 2.52 persons in 1996. The number of households is expected to
increase to 386,777 in the year 2001, an increase of 6.59 percent from the 1996
estimate. The steadily increasing number of households should have a positive
impact on the local economic condition.

Income

     The median income per household in the MSA has increased considerably since
1980. In 1980 the median household income was $18,293, which increased by 86.07
percent or 8.61 percent per annum to $33,489 in 1990. Based on estimates from
Strategic Mapping, Inc., the 1996 median household income was $40,118. The 1996
estimate indicates that overall growth in the median household income slowed to
19.79 percent from 1990 to 1996 or a still strong 3.30 percent per annum. The
area is expected to continue in this income growth trend through 2001.

     A breakdown of the household income characteristics for the MSA is shown as
follows:

<TABLE>
<CAPTION>

==========================================================================================
                 HOUSEHOLD INCOME CHARACTERISTICS - RICHMOND MSA
- ------------------------------------------------------------------------------------------
                                  1980            1990          1996 Est.       2001 Proj.
- ------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>              <C> 
$0 - $9,999                       25.6%           12.0%           9.6%             8.1%
$10,000 - $14,999                 15.0%           7.5%            6.1%             4.8%
$15,000 - $24,999                 28.3%           16.5%           13.3%            10.9%
$25,000 - $34,999                 17.5%           16.1%           13.9%            12.1%
$35,000 - $49,999                 9.4%            20.0%           19.5%            17.5%
$50,000 - $74,999                 2.8%            18.1%           20.9%            22.1%
$75,000 - $99,999                 1.4%            5.7%            8.9%             11.5%
$100,000 - $149,999                --             2.7%            5.6%             9.3%
$150,000+                          --             1.5%            2.2%             3.7%
TOTAL                            100.0%          100.0%          100.0%           100.0%
==========================================================================================
Source: Strategic Mapping, Inc..
==========================================================================================
</TABLE>


Unemployment Rate

     Over the past year, the overall unemployment rate in the Richmond MSA
remained flat. Henrico County had a lower unemployment rate of 3.0 percent as of
year end 1996. The most recent unemployment figure as of March 1997 for Henrico
County was 2.6 percent, which is slightly below the 2.7 percent figure twelve
months earlier. The March 1997 rate for the metro area of 3.3 percent was the
same for the previous period. The metropolitan area has been experiencing an
improvement in the economy. The Richmond MSA has outperformed the nation and the
state in terms of employment over the past few years; and it is anticipated that
it will continue to do so in the future.

     The following tables compare the unemployment rate for the area to that of
the state and national average for the year end averages and the current month
figures.

===============================================================================

                                       -7-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Regional Analysis
===============================================================================


  ============================================================================
                                UNEMPLOYMENT RATE
                   COMPARISON BY COUNTY, MSA, STATE, AND U.S.
  ============================================================================
  Year          Henrico            Richmond            Virginia           U.S.
                County             MSA
  ============================================================================
  1996           3.0%              3.7%                4.4%               5.4%
  1995           2.9%              3.7%                4.5%               5.6%
  1994           3.3%              4.4%                4.9%               6.1%
  1993           3.9%              4.9%                5.1%               6.9%
  1992           5.4%              6.7%                6.4%               7.5%
  ----------------------------------------------------------------------------
  Source: U.S. Department of Labor and Employment Security, Bureau of Labor
  Market Information.
  ============================================================================


     ================================================================
                        CURRENT MONTH - UNEMPLOYMENT RATE
     ================================================================
     Geographic Area            March 1996                March 1997
     ================================================================
     Henrico County                 2.7%                      2.6%
     Richmond MSA                   3.3%                      3.3%
     Virginia                       4.6%                      4.4
     U.S.                           6.0%                      5.9%
     ----------------------------------------------------------------
     Source: U.S. Department of Labor and Employment Security
     ================================================================

     As population in the Richmond area has increased, employment has grown as
existing businesses expanded and new companies located in the area. Local
businesses are attracted to the convenient location between Atlanta and Boston,
competitive tax policies, and excellent transportation systems. In Richmond,
there is no sales tax on raw materials, and no state or local inventory tax on
manufacturing. Furthermore, sales and use tax, corporate income tax, and
unemployment insurance tax rates are low compared to national averages of other
cities. In fact, Richmond has the lowest unemployment insurance tax rate in the
nation, while the workers compensation rate is seventh in the U.S. The labor
force has an education level as high or higher than other metro areas of
Richmond's size, or larger. Furthermore, Richmond area workers are reportedly 43
percent more productive per worker hour than U.S. workers as a whole, according
to the Metropolitan Economic Development Council. In addition, less than 11
percent of Richmond area workers are unionized, compared to the national average
of 20 percent. These factors have contributed to the influx of employers into
the Richmond area. Richmond's business climate has attracted and retained some
of the most prestigious businesses in the U.S., helping to boost the local
employment base.

     As shown in the following table, with the exception of manufacturing all
industry segments witnessed steady growth. The largest increases came from
services at 3.24 percent followed by T.C.P.U. at 2.87 percent, and construction
at 2.67 percent. The following table illustrates the five year trend for
employment by sector for the Richmond MSA.

===============================================================================

                                       -8-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Regional Analysis
===============================================================================


===============================================================================
         At-place Employment in the RICHMOND, VIRGINIA MSA, 1992 - 1996
===============================================================================
      Category          1992      1993      1994      1995      1996   Percent
===============================================================================
Manufacturing         62,900    61,400    61,100    60,600    59,700     -1.04
Mining                 7,000     7,000     7,000     8,000     8,000      2.71
Construction          27,000    27,500    27,900    29,300    30,800      2.67
T.C.P.U               23,000    24,100    25,000    26,000    26,500      2.87
Wholesale & Retail
Trade                106,300   108,700   115,000   119,700   120,400      2.52
F.I.R.E               38,700    39,700    42,000    42,400    42,900      2.08
Services             109,200   113,100   118,700   125,000   128,100      3.24
Federal, State &      96,300    99,100   100,900    98,300    96,800      0.10
Local
Government
- -------------------------------------------------------------------------------
Total                464,100   474,300   491,200   502,100   506,000      1.74
- -------------------------------------------------------------------------------
Unemployment Rate        6.7       4.9       4.4       3.7       3.7        --
- - Richmond MSA
Unemployment Rate        7.5       6.9       6.1       5.6       5.4        --
- - USA
- -------------------------------------------------------------------------------
Source: Bureau of Labor Studies
===============================================================================

     Total employment increased by 0.78 percent over the past year and 1.74
percent over the past five years, in combination with a declining unemployment
rate (as of March 1997), indicates economic stability in the area. We anticipate
slow growth in employment during the next few years and possibly accelerated
growth towards the end of the decade. The largest increases are anticipated in
the services and construction categories with the strengthening economy, with
growth expected from all areas with the exception of government which is
expected to decline.

     Shown below is the most recent employment by industry in the subject's
area.

===============================================================================

                                       -9-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Regional Analysis
===============================================================================


================================================================================
          NON-AGRICULTURALINSURED EMPLOYMENT BY MAJOR INDUSTRY DIVISION
             April 1996 to 1997 Comparison - Not Seasonally Adjusted
                                RICHMOND AREA MSA
===============================================================================

<TABLE>
<CAPTION>
==================================================================================================================
    INDUSTRY            Average Employment       SHARE        Average Employment        SHARE              CHANGE

                        April 1996 (000's)                     April 1997 (000's)

==================================================================================================================
<S>                           <C>                <C>                 <C>                <C>                  <C>   
Manufacturing                 59.3               11.7%               59.8               11.7%               O.84%  
Construction                  30.2                6.0%               31.6                6.2%               4.64%
Mining                         0.8                0.2%                0.7                0.1%             -12.50%
T.C.P.U.*                     26.2                5.2%               26.5                5.2%               1.15%
Trade                        118.4               23.4%              120.1               23.5%               1.44%
F.I.R.E.**                    42.6                8.4%               43.1                8.4%               1.17%
Services                     130.1               25.7%              130.6               25.5%               0.38%
Government                    98.5               19.5%               98.9               19.3%               0.41%
==================================================================================================================
TOTALS                       506.1              100.0%              511.3              100.0%               1.03%
==================================================================================================================
* Transportation, & Public Utilities
** Finance/Insurance/Real Estate
==================================================================================================================
</TABLE>


     Over the past year, total employment witnessed a small increase of 1.03
percent. Construction and Retail Trade were the leading industries with an
overall increase of 4.64 percent and 1.44 percent respectively. This offset the
small losses in the mining industry.

     The appraisers have outlined both the major employers in the local market
of Henrico County and the macro market of metropolitan Richmond, Virginia. It
should be noted that in both the metropolitan rankings and the county rankings
the top employment lists include private industry only. As can be seen, the
majority of the employment is trade and service oriented in nature for both
areas. The following charts summarize the major employers within the county and
the MSA.

===============================================================================

                                      -10-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Regional Analysis
===============================================================================


      ====================================================================
                              MAJOR AREA EMPLOYERS
                              HENRICO COUNTY (1997)
      ====================================================================
      Employer                                         Number of Employees    
      ====================================================================
      Circuit City                                            5,000-6,000
      Reynolds Metal                                          4,000-5,000
      Crestar Financial                                       3,000-4,000
      Secours                                                 3,000-4,000
      Tri-Son Health Care                                     2,000-3,000
      Via Systems Technology                                  2,000-3,000
      American Home Products                                  1,000-2,000
      United Parcel Service                                   1,000-2,000
      Tysons Ford                                              900-1,000
      Stone Container                                           800-900
      --------------------------------------------------------------------
      Source: Henrico County Office of Economic Development
      ====================================================================
      
      

      ====================================================================
                              MAJOR AREA EMPLOYERS
                      RICHMOND, VIRGINIA METRO AREA (1997)
      ====================================================================
      Employer                                      Number of Employees
      ====================================================================
      Philip Morris USA                                           8,000
      Columbia/HCA Healthcare Corp.                               6,340
      Circuit City Stores                                         5,194
      Reynolds Metals Co.                                         4,300
      Capital One Financial Corp.                                 4,064
      Dominion Resources Inc.                                     3,803
      Ukrops Super Markets Inc.                                   3,585
      Allied Signal Corp.                                         3,400
      Crestar Financial Corp.                                     3,252
      Bon Secours Richmond Health                                 3,051
      NationsBank Corp.                                           2,726
      Trigon Blue Cross/Blue Shield                               2,705
      Signet Banking Corp.                                        2,501
      DuPont Co.                                                  2,500
      Bell Atlantic-Virginia                                      2,445
      Viasystems Technologies Corp.                               2,100
      Food Lion Inc.                                              1,621
      Central Fidelity Banks, Inc.                                1,595
      Richmfood Holdings Inc.                                     1,583
      Wal-Mart Stores Inc.                                        1,512
      --------------------------------------------------------------------
      Source: Richmond Times Dispatch
      ====================================================================

Transportation

     The Richmond area is served by four interstate highways creating an
excellent network for entering and exiting the vicinity. Interstate routes 95,
64, 195 and 295 are within the City and serve the metropolitan area. Interstate
95 is the most important north-south highway on the eastern seaboard. To the
north, it connects Richmond with Washington, D.C. and other cities in

===============================================================================

                                     -11-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Regional Analysis
===============================================================================

the northeast corridor; to the south, it reaches to Miami, Florida. Route 95
also traverses downtown Richmond and serves as an expressway in the local
vicinity. Interstate 64, which runs principally east to west, lends access to
Hampton Roads and the Tidewater area of Virginia. To the west, it intersects
with Interstate 81 in the Shenandoah Valley before continuing to West Virginia
and Kentucky. Locally, 1-295 forms a semicircle around the metropolitan area,
with an eventual extension south to Prince George County and a southern
connector to Interstate 95 is proposed. Interstate Route 195 gives access to the
portion of Richmond located along the James River. Yet another local expressway
is the Powhite Parkway which links the two halves of the city of Richmond (the
north and south banks of the James River). The Powhite has been extended to the
emerging suburban areas of central Chesterfield County. Several U.S. highways
converge in Richmond, namely, Routes 1, 33, 60, 250, 301 and 360.

     Richmond International Airport has recently undergone a $38 million
expansion, making it a modern state-of-the-art airport. The expansion includes
all-weather second level boarding courses and a new entrance roadway connecting
with Interstate 64. The airport is located 12 miles east of Richmond in Henrico
County. There are over 200 flights daily by American, Delta, Eastern, United and
U.S. Air, plus six regional carriers. Air time to New York is only 60 minutes.

     The Richmond area is a major East Coast rail center. Passenger railways are
utilized by AMTRAK while the major freight railway companies are CSX
Transportation; Richmond, Fredericksburg and Potomac; and Norfolk-Southem.

     The port of Richmond provides an excellent water transportation system for
cargo to Europe, Africa, South America, Canada and the Caribbean. The deep water
port is the westernmost on the north Atlantic and handles over 413,000 tons of
bulk and container cargo annually.

     The Greater Richmond Transit Company (GRTC) provides transportation
services to commuters. The system offers several transit routes in Henrico
County as well as downtown service connecting the financial and retail
districts. Trailways, Greyhound and Groome Transportation charter buses to other
cities.

Education/Recreation
     
     The Richmond area boasts of numerous colleges and universities in the
vicinity. Among these educational institutions are Randolf-Macon College,
University of Richmond, Virginia Commonwealth University, Medical College of
Virginia, Virginia Union College, etc. Many of the area's public secondary
school systems allocate higher per student expenditures than the national
average. Area school systems have also adopted progressive measures over the
past decade to improve and enhance the normal school criteria. In addition,
there are many prestigious private secondary schools including St.
Christopher's, St. Catherine's, Collegiate, and Benedictine.

     The city of Richmond serves as the cultural and recreational heart of
Central Virginia. There are many museums including the Virginia Museum of Fine
Arts, The Valentine Museum, Museum of the Confederacy, and the Science Museum of
Virginia.

     In addition, Richmond serves as a center for the performing arts at
locations including the Carpenter Center and the Theater Virginia. Local area
residents can also enjoy numerous parklands including James River Park, Bryan
Park and Pocohontas State Park.

===============================================================================

                                      -12-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Regional Analysis
===============================================================================

Conclusion and Relevance to the Subject Property

     Richmond is centrally located along the East Coast at the northern end of
the Sun Belt. This location contributed to its growth as a business and
industrial area over the last decade. While population and employment growth in
the region have recently diminished, both are expected to continue growing at
moderate rates during the 1990's. The moderate cost of living, low taxes and
strong economics appeal to Richmond businesses. Transportation networks and
waterways that make Richmond attractive to corporations also make it attractive
to individuals. Overall, the Richmond area is expected to prosper moderately in
the future.

===============================================================================

                                      -13-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       OFFICE MARKET ANALYSIS
===============================================================================

Metropolitan Office Market

     The office market in Richmond is generally described in terms of Downtown
Richmond and the suburban markets. The Downtown market has generally lagged
behind the suburban markets in attracting new tenants. The total market has
hovered around 20 million square feet for several years, with new construction
being found in many suburban markets, predominantly in the form of
build-to-suits, however. The following table summarizes some key statistics for
the overall market.


          =====================================================
                            Richmond Market Overview
          =====================================================
                      Suburban        Downtown       Total
          =====================================================
          Inventory (SF)
            1996      12,314,754      8,037,117      20,353,867
            1995      12,141,332      8,037,117      20,180,444
            1994      11,923,340      8,037,117      19,962,451
            1993      12,100,825      7,977,117      20,079,935
            1992      12,054,900      7,941,166      19,998,058

          Vacancy %
            1996            6.4%         14.9%           9.7%
            1995            8.8%         16.6%          11.9%
            1994            9.1%         17.5%          12.5%
            1993           11.4%         17.8%          14.0%
            1992           15.8%         20.8%          17.8%

          Net Absorption Trends (SF)
            1996        592,560          141,582       736,138
            1995          63,010         73,227        138,232
            1994        389,254            9,606       400,854
            1993        536,054          291,843       829,890
            1992        212,921          36,549        251,462
          ----------------------------------------------------
          Source: The 1997 Thalhimer Report
          Morton G. Thalhimer, Inc. - Oncor International
          ====================================================


     In both the downtown and suburban markets, there is upward pressure on
rental rates due to limited availabilities, most particularly among the Class A
and good Class B properties. While the picture is improving throughout the
region, the suburban markets remain the favored market for most businesses.

     Nonetheless, the overall favorable trend is a welcome relief after the many
years of soft conditions, although there remains some element of caution in the
market. Corporate downsizing is still in the picture for the Richmond area, with
several major changes expected in the downtown market. The remainder of this
section will focus on the downtown Richmond submarket where the subject property
is located.

===============================================================================

                                      -14-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Office Market Analysis
===============================================================================

Richmond CBD Office Market

     The central business district (CBD) of Richmond is also referred to as
Downtown Richmond. It is located between the James River on the south, I-95 and
I-64 on the east and north, and Belvedere Street to the west. The recent trends
in the market's size, vacancy and rental rates, and pace of absorption have been
extracted from several sources including The 1997 Thalhirner Report, published
by Morton G. Thalhimer, and the 1995 through 1997 Richmond Commercial Real
Estate Market Reviews published by Harrison & Bates, Inc. It should be noted
that there are inconsistencies between the two sources in terms of the size of
the market and vacancy rates. Even so, the overall trend indications are
generally consistent. The following table summarizes the trend in inventory,
vacancies and net absorption for the last five years.


    ==========================================================================
                                 Historical Data
                         Downtown Richmond Office Market
                                  1992 to 1996
    ==========================================================================
    Year         Inventory       Vacant         % vacancy              Net
                    SF             SF                            Absorption SF
    ==========================================================================
    1992         7,941,166      1,650,937         20.79%                36,549
    1993         7,977,117      1,422,854         17.51%               291,843
    1994         8,037,117      1,404,216         17.47%                 9,606
    1995         8,037,117      1,337,214         16.64%                73,227
    1996         8,037,117      1,195,632         14.88%               141,582
    --------------------------------------------------------------------------
    Source: 1997 Thalhimer Report,
    ==========================================================================
     
     The downtown market currently includes over 8.0 million square feet with a
vacancy rate of 14.9 percent. The vacancy has been trending downward steadily
over the last five years, to the point where Class A vacancies are under five
percent. In contrast to the steady improvement in the vacancy rate, net
absorption has been highly irregular, varying between 9,606 square feet in 1994
and 291,843 square feet in 1993. Most recently, the absorption pattern has been
improving. Each of these matters will be explored further in the following
pages. A detailed list of buildings, vacancies, and asking rents is included in
the Addenda, with the inventory grouped by building quality.

Current Construction Activity

     The Harrison & Bates report indicates there was one new building delivered
in 1996, the 117,000 square foot One Shockoe Plaza. The Thalhimer report does
not refer to this completion nor is a change in inventory reflected in their
figures. No other new construction was identified through either reports. Some
potential does exist for future development, including: a new Media General
headquarters in downtown Richmond; the first phase of a multi-modal
transportation project at Main Street Station; construction of a canal project
along the river front; and expansion of the Biotechnology Park in downtown's
north core.

Absorption and Leasing Trends

     The preceding table displayed historic absorption trends for the downtown
market. Over the last four years, net absorption hit its low point of 9,606
square feet in 1994 following the period's high absorption in 1993 of 291,843
square feet. Since 1994, the downtown market has shown steady improvements in
absorption, with 1996 experiencing twice the volume as 1995.

==============================================================================

                                      -15-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Office Market Analysis
===============================================================================

     As shown in the following table, the significant beneficiary of this
improvement has been the Class A segment of the market. By year end 1996 it
improved to a 4.6 percent overall vacancy rate as compared to the Class B
segment with a 22.8 percent vacancy level.


<TABLE>
<CAPTION>
=================================================================================================
                                 Absorption and Vacancy By Class
                                 Downtown Richmond Office Market
                                          Year End 1996
=================================================================================================
 Class          Inventory          Vacant           %         Net Absorption           Years
                    SF               SF          Vacancy              SF           Inventory (1)
=================================================================================================
<S>             <C>                <C>            <C>                 <C>                    <C>
Class A         4,626,302          212,312        4.59%               84,441                 2.4
Class B         2,613,385          596,146        22.81%              53,046                 9.4
Class C          797,430           387,174        48.55%               4,095                 N/A
- -------------------------------------------------------------------------------------------------
Source: 1997 Thalhimer Report
Note 1: See the analysis below for derivation of the estimates
=================================================================================================
</TABLE>

     The last column of the table estimates the number of years it will take to
absorb the remaining vacancy to stabilized occupancy levels. For Class A space,
the market is at 95 percent occupancy. For Class A buildings, this is considered
stabilized occupancy. However, near term corporate downsizing is expected to
return significant blocks of Class A space to the market. Brokers at Morton G.
Thalhimer's estimate potential returns of Class A/B quality space to be in the
range of 300,000 to 400,000 square feet. Some of the major potential changes are
summarized below.


<TABLE>
<CAPTION>
====================================================================================================
                                     Tenant Downsizing Projections
                                             1997/1998
====================================================================================================
      Tenant                          Building                   Building        Estimated Reduction
                                                                   Class                  (SF)
====================================================================================================
<S>                          <C>                                   <C>          <C>    
Bell Atlantic                Main Street Centre                      A                       100,000
IBM                          James Center                            A             60,000 to 80,000
Signet Bank                  8th & Main, Others                    A-/B+                    Unknown
EDS                          8th & Main Building                   A-/B+                      20,000
                                      Sub-Total Class A Buildings                       Over 200,000

NationsBank                  NationsBank Center                      B                      Unknown
Dalkon Shield Trust          Dalkon Shield Building                  B                        90,000
                                    Estimated Returns to Market.                300,000 to 400,000
====================================================================================================
</TABLE>

     Under such conditions, the Class A vacancy is likely to increase by at
least 200,000 square feet. This equates to another 4.3 percent vacancy for the
Class A market, and at the 1996 pace of net absorption (84,441 square feet),
implies 2.4 years to return to stabilized levels (95 percent). Details on the
1995 net absorption by class was not available, though based on the overall low
level of net absorption for the downtown market, we would assume that most of
the 73,227 square feet was attributable to Class A and B buildings.

     In the Class B segment, there is currently 596,146 square feet vacant with
at least another 90,000 square feet being returned to the market in 1998 from
Dalkon Shield. Assuming another 50,000 to 100,000 square feet of NationsBank
reductions, that increases the Class B vacancy to roughly 760,000 square feet,
or 29 percent.

===============================================================================

                                      -16-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Office Market Analysis
===============================================================================

     The Class B market segment has historically performed at lower occupancy
levels than Class A space. Assuming a 90 percent stabilized occupancy level, the
quantity of space to be absorbed after considering near term downsizings, is
about 500,000 square feet. At the 1996 absorption pace of 53,046 square feet, it
will take 9.4 years to return to 90 percent occupancy. Again, facts on the 1995
absorption trend were not available, but is likely to have been lower based on
the total market's performance.

     The Main Street Centre building is a Class A- building and competes at the
low end of the Class A market and the upper end of the Class B market by virtue
of its condition and location in downtown Richmond. It has captured almost no
leasing during the last two years. Thus, the property's net absorption has been
weak relative to the total market, though vacancies have been few. Even so, with
its return of several full floors to the market in late 1998 due to Bell
Atlantic's departure, the building will have several very attractive leasing
opportunities, including some of the upper most floors in the building. These
are very marketable spaces and are likely to be among the top contenders among
large tenants looking for space in Class A and B buildings. Additionally, the
building will have almost half of the vacant Class A space, suggesting that it
will again capture a material share of the gross leasing activity.

     Overall, we conclude that the Main Street Centre building is well
positioned to capture its fair share of new leasing. Given that the subject will
have more than its fair share of availabilities and will be a major player in
the overall market, it is likely to have an absorption period reflective of the
overall market for the Class A classification, which was roughly 2.4 years.
Accordingly, we conclude to 2.5 years for the subject, assuming a continuation
of the market's 1996 absorption pace. The 2.5 years explicitly includes
releasing of the Bell Atlantic space.

Rental Rate Trends
     Rental rates in the downtown market have been relatively stable over the
last three years. We have assembled data from the Harrison & Bates, Inc.
Richmond Commercial Real Estate Reviews for the last three years and
consolidated their finding in the next table. Class A asking rates have climbed
about $1.00 per square foot over the last three years, an increase of about five
percent, and now show a range between $16.50 and $21.00 per square foot. It has
been suggested by some local real estate professionals that the increase in
Class A rents in 1996 was the recognition by landlords that there is an
increasingly limited amount of quality space available.

===============================================================================

                                      -17-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Office Market Analysis
===============================================================================


<TABLE>
<CAPTION>
=============================================================================================================
                                   Rental Rate Trends By Class (Full Service)
                                        Downtown Richmond Office Market
                                                 1994 to 1996
=============================================================================================================
                          1996                               1995                              1994
                ---------------------------------------------------------------------------------------------
 Class           Rental          Vacancy             Rental        Vacancy           Rental           Vacancy
                  Rate              %                 Rate             %              Rate              %
                 Range                               Range                           Range
                 ($/SF)                              ($/SF)                          ($/SF)
=============================================================================================================
<S>             <C>               <C>              <C>               <C>             <C>               <C> 
   A            $16.50 -          3.35%            $15.50 -          6.11%           $15.50 -          7.5%
                 $21.00                              $22.00                          $20.00
   B            $10.00 -          23.13%           $10.00 -         24.41%           $12.00 -         24.3%
                 $15.00                              $16.00                          $15.00
   C             $8.50 -          57.50%            $9.00 -         53.14%             N/A            52.2%
                 $11.00                              $12.50                                    
- -------------------------------------------------------------------------------------------------------------
 Source: The 1995-1997 Richmond Commercial Real Estate Market Reviews, Harrison & Bates Inc.
=============================================================================================================
</TABLE>

     Class B asking rents, by contrast have evidenced some decline, with the low
end of the range decreasing from $12.00 to $10.00 per square foot, and the high
end of the range fluctuating between $15.00 and $16.00 per square foot. Lastly,
Class C rents declined from 1995 to 1996. The 1994 data for Class C rents was
unavailable

     The subject property is a Class A- building. As will be shown later, it has
asking rents of $15.50 to $17.00 per square foot. Thus, it is positioned at the
upper end of the Class B rents as shown above and at the low end of the asking
rents for Class A buildings.

     While asking rental rates for Class A buildings increased during 1996, the
increased availabilities projected during 1997 and 1998, along with the
competition for replacement tenants, will likely prevent landlords from
achieving further increases in Class A rents until the space is absorbed.
Similarly, Class B buildings will be caught in this competitive environment and
no gains in rental rates are projected for the next one to two years. After
that, most investors are likely to expect some improvements in rental rates.

Micro Market Survey
     We conducted a micro-market analysis, concentrating on competing Class A
and B office buildings in the CBD. They contain a total of 4.9 million square
feet and have an overall occupancy level of 90.4 percent. The competing
projects, presented on the following table, are more indicative of the subject's
competitive environment than the entire downtown market as previously examined.

===============================================================================

                                      -18-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                       Office Market Survey
===============================================================================

<TABLE>
<CAPTION>
===================================================================================================================================
                                              Micro Market Survey
                                             Downtown Richmond
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   Year       Bldg.       Size             %        Availiable        Asking
No.       Building              Address          BH/Renv      Class       Sq.Ft.       Occupanc        Sq.Ft        Rate/Sq.Ft.
===================================================================================================================================
   Class A Buildings:
<S>                        <C>                     <C>           <C>      <C>              <C>          <C>      <C>   
1  Crestar Building        919 E. Main St.         1984          A        450,000          100.0%              0      $19.00

2  Federal Reserve Bldg    701 E. Byrd St.         1978          A        700,000          100.0%              0      $17.00

3  Main Street Centre      600 E. Main St          1987          A-       422,309          92.5%         31,597  $17.00 - $18.00

4  One James Center        901 E. Cary St.         1985          A        424,514          96.8%         13,425       $21.00

5  Riverfront Plaza        901 & 951 E. Byrd       1990          A        899,727          96.8%         28,525       $21.50

6  Two James Center        1021 E. Cary St.        1987          A        334,000          100.0%              0      $21.00

7  Three James Center      1051 E. Cary St.        1988          A        233,000          67.8%         75,000       $19.00

8  Eighth & Main Building 707 E. Main St.          1975          A-       323,937          71.9%         91,052  $15.50 - $17.00

9  Nations Bank Center    1111 E. Main St.         1974          B+       545,316          93.0%         38,000       $15.00

10 600 East Broad Street 600 E. Broad St.          1982          B        213,266          100.0%              0      $15.00

11 One Capital Square      830 E. Main St.       1967/89         B        207,699            8.0%      191,083        $13.00

12 One Franklin Square 411 E. Franklin St.         1988          B        133,910          95.3%         6,309        $15.50
   ------------------------------------------------------------------------------------------------------------------------------
   Totals:                                                              4,887,678          90.3%       474,991        Range:
                                                                        Vacancy:                         9.7%    $13.00 - $21.501
   ------------------------------------------------------------------------------------------------------------------------------

===================================================================================================================================
</TABLE>

     Asking rents for these buildings are between $13.00 and $21.50 per square
foot, though predominantly rates are in the $15.00 to $19.00 per square foot
range. By contrast, we have also examined in the Income Capitalization Approach
section actual lease comparables from some of these buildings. They show a lower
actual rental rate level, with rates between $10.75 and $17.50 per square foot.

     Landlords in the greater Richmond market have for many years not passed
through operating expense increases to the tenants. Instead they have included
annual increases in minimum rents at a rate of 3.0 to 4.0 percent. Recently,
however, more Class A buildings are including base year expense stops, as well
as including annual increases in the minimum rent. Additionally, the comparable
leases are frequently including free rent at a rate of about one month free per
lease year, and tenant improvement allowances are often in the $12.00 to $25.00
per square foot range in good quality buildings.

Conclusion

     The central business district of Richmond showed improvement during 1996.
The overall vacancy rate declined to 14.9 percent from 1995's 16.6 percent. The
bulk of the vacancy

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                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Office Market Analysis
===============================================================================

remained with the Class C properties which had an overall vacancy of 48 percent
at year end as contrasted against a 4.6 percent vacancy rate among Class A
buildings.

     Asking rental rates also showed some improvement for Class A buildings, but
not among Class B and C properties. Actual lease comparables showed that leasing
concessions, mostly in the form of free rent, remain a feature of the downtown
market. Finally, net absorption continued to improve downtown, almost doubling
from the 1995 pace, though still far behind the experience of 1993. Nonetheless,
the overall trend appears to be for continued improvement in spite of some near
term corporate downsizings in the range of 300,000 to 400,000 square feet.
Overall, we are optimistic that the gross leasing activity will absorb these new
vacancies within two years and that the subject will be able to achieve
stabilization within about 3.5 years. This absorption period explicitly includes
absorption of the Bell Atlantic space that is being returned at the end of 1998.

Neighborhood Overview

Area Definition

     The Main Street Centre Building is located on the northeast corner of East
Main and 7th Streets in the downtown section of the City of Richmond, Virginia.
The street address is 600 East Main Street, Richmond, Virginia 23219. The
downtown Richmond submarket, which delineates the subject neighborhood, is
generally bound by the James River to the south, I-95 to the east and north, and
Belvedere Street to the west. The major arteries in this submarket are I-95, the
Downtown Expressway (Rte 195), and Main, Franklin, and Broad Streets. A downtown
Richmond map is shown on the facing page.

Access/Linkage

     The subject neighborhood is located in the downtown central business
district of the City of Richmond. Access to the area is easily achieved from a
variety of routes that make it accessible to all portions of the metropolitan
area. Regional access- is available via Interstates 95 and 64, with connections
from the I-295 northern bypass, as well as the Downtown Expressway (Tollroad,
Rte 195) which connects west of downtown to the Interstate 195 spur, which leads
traffic northward to I-95 and I-64. The Downtown Expressway also connects to the
Powhite Parkway, which provides access to central Chesterfield County.

     The primary east/west arterials through downtown include Cary Street, Main
Street, Franklin Street, Broad Street, and Leigh Street. The north/south streets
are all equally used, with 5th, 7th and 14th Streets providing freeway access
and 2nd, 9th and 14th Streets leading to James River bridge crossings. Public
transportation through the downtown area is provided by municipal buses that
criss-cross the area.

Surrounding Land Use Patterns

     Predominant land uses in the subject neighborhood consist of a mixture of
high-rise office buildings, high-rise hotels, mid-rise and low-rise office and
commercial buildings, many with historic designations, the state Capitol
building, the Governor's mansion, City of Richmond and state municipal
buildings, museums, the east and west campuses of Virginia Commonwealth
University, the Richmond Coliseum, and a few urban retail projects. Also
interspersed throughout the area are private residences and parking decks.

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                                      -20-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Office Market Analysis
=============================================================================== 

     As will be detailed in the following section, the Richmond CBD office
submarket contains about eight million square feet of office space. The CBD has
not been the most successful downtown office submarket in the metropolitan area,
ceding importance to the suburban markets in most cases, particularly in Henrico
County. Given its history of high vacancy rates and depressed rents, no new
future projects are planned and none are expected for several years. Rents were
low during the early 1990s, but have risen over the last three years from their
lows during the recession. Occupancy levels have also improved from that time
period.

     The combination of the above factors provides for the potential for
positive influences on the subject neighborhood, though the outlook is clouded
by several large tenants either downsizing in the CBD or leaving altogether.
While rental rates are increasing, near term tenant turnover and tenant
departures will put pressure on landlords to maintain occupancies, perhaps at
the expense of rental rates.

Special Hazards or Adverse Influences

     As noted, the area contains many office buildings, hotels, residences,
state and local government buildings, museums, and commercial uses. These uses
typically produce only minimal pollution. There are no flood zones in the
vicinity of the property. We observed no other detrimental influences in the
neighborhood, such as land fills, noisy or air polluting industrial plants, or
chemical factories.

Conclusion

     The subject property benefits from its location at an easily accessible
section of downtown Richmond. Based on the buildings quality and improvements in
office occupancy levels and rental rates, along with the area's good
accessibility, it is clearly capable of capturing a fair share of the demand of
office space as the CBD recovers and grows. The neighborhood has regional
drawing power by virtue of the roadway network serving it. The anticipated trend
for the subject neighborhood is for continued growth and stabilization into the
foreseeable future, with some potential for softening due to corporate
downsizing over the next few years.

     Based on the characteristics of the neighborhood, we believe continued
investment in stabilized properties is warranted. We project that growth will be
moderate, given the uncertainty surrounding occupancy levels over the near term,
which will hold down the rental rates.

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                                      -21-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       PROPERTY DESCRIPTION
===============================================================================

Site Description
Location:                               The southern half of the block bordered
                                        by East Main Street to the south, East
                                        6th Street to the east and East 7th
                                        Street to the west.

Shape:                                  Mostly rectangular (see the plat shown
                                        on the facing page.)

Land Area:                              1.038 acres

Frontage:                               159 feet on North 7th Street
                                        261 feet on East Main Street
                                        190 feet on North 6th Street

Topography:                             Sloping downward toward East Main Street

Street Improvements:                    Curb and gutter

Access:                                 Easy access from all surface streets in
                                        downtown Richmond

Site Disclaimers
Soil Conditions:                        We did not receive nor review a soil
                                        report. However, we assume that the
                                        soil's load-bearing capacity is
                                        sufficient to support the existing
                                        structure. We did not observe any
                                        evidence to the contrary during our
                                        physical inspection of the property. The
                                        tract's drainage appears to be adequate.

Land Use Restrictions:                  We were not given a title report to
                                        review. We do not know of any easements,
                                        encroachments, or restrictions that
                                        would adversely affect the site's use.
                                        However, we recommend a title search to
                                        determine whether any adverse conditions
                                        exist.

 Flood Hazard:                          According to the FEMA, June 15, 1979,
                                        Flood Insurance Rate Map, 510129-0010B,
                                        the property is located in Zone C,
                                        outside of the 100 year flood plain and
                                        does not require flood insurance.
                                       
 Wetlands:                              We were not given a Wetlands survey. If
                                        subsequent engineering data reveal the
                                        presence of regulated wetlands, it could
                                        materially affect property value. We
                                        recommend a wetlands survey by a
                                        competent engineering firm.

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                                      -22-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Property Description
===============================================================================

Hazardous Substances:                   We observed no evidence of toxic or
                                        hazardous substances during our
                                        inspection of the site. However, we are
                                        not trained to perform technical
                                        environmental inspections and recommend
                                        the services of a professional engineer
                                        for this purpose.

Improvements Description
      
     The following description of improvements is based upon our physical
inspection of the improvements along with our discussions with the building
manager.

General Description
    Year Built:                         1987

    Number of Floors:                   23, plus penthouses

    Gross Building Area:                Approx. 436,000 square feet above grade
                                        514,251 gross square feet including four
                                        parking levels and two penthouses

    Net Rentable Area:                  422,309 square feet

    Typical Floor Plate:                19,886 square feet

Construction Detail:
    Foundation:                         Reinforced concrete

    Framing:                            Reinforced concrete

    Floors:                             23 tenant floors

    Exterior Walls:                     Masonry and glass panels

    Roof Cover:                         Single ply membrane with gravel ballast

    Windows:                            Double pane, solar bronze tint

    Pedestrian Doors:                   Glass

    Loading Doors                       Steel security doors

Mechanical Detail
    Heating and Cooling:                Perimeter heat pumps plus two self
                                        contained air conditioning, units for
                                        the internal zones. There are two zones
                                        per floor.

    Elevator Service:                   10 elevators in total providing split
                                        service, four serving the low rise
                                        floors, five the high rise floors, and
                                        one

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                                      -23-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Property Description
===============================================================================

                                        freight only.

    Fire Protection:                    Wet sprinkler system in all above grade
                                        spaces and a dry system in the parking
                                        garage.

    Security:                           Perimeter security cameras, originally
                                        installed by GSA, revert to building at
                                        the expiration of the lease; after hour
                                        card key access.

Interior Detail
    Layout:                             Triangular floor plates with the upper
                                        levels including smaller floor sizes and
                                        skylights along some perimeter offices.
                                        See sample floor plan on the facing
                                        page.

    Floor Covering:                     Marble in first and second floor
                                        lobbies; predominantly wall-to-wall
                                        carpet in tenant and common areas.

    Walls:                              Marble walls on the first and second
                                        floor lobbies; predominantly drywall
                                        covered by paint or wall coverings in
                                        tenant spaces and common areas.

    Ceilings:                           Some finished drywall; mostly suspended
                                        acoustic ceiling tiles in 2' x 2' grid

    Lighting:                           Recessed florescent lighting

    Restrooms:                          Men's and women's restrooms on all
                                        floors; appear to be ADA compatible

Site Improvements
    Parking:                            Four levels of below grade parking with
                                        299 striped spaces

    On-Site Landscaping:                Fountain and landscaped courtyard with
                                        tenant seating located at the corner of
                                        6th and Main Streets.

Improvements Disclaimers
Americans With Disabilities Act:        The Americans With Disabilities Act
                                        (ADA) became effective January 26, 1992.
                                        We have not made, nor are we qualified
                                        by training to make, a specific
                                        compliance survey and analysis of this
                                        property to determine whether or not it
                                        is in conformity with the various
                                        detailed requirements of the ADA. It is
                                        possible that a compliance survey and a
                                        detailed analysis of the requirements of
                                        the ADA could reveal that the property
                                        is not in compliance with one or more of
                                        the requirements of the Act. If so, this
                                        fact could have a negative effect upon
                                        the value of

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                                      -24-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Property Description
===============================================================================

                                        the property. Since we have not been
                                        provided with the results of a survey,
                                        we did not consider possible
                                        non-compliance with the requirements of
                                        ADA in estimating the value of the
                                        property.

Hazardous Substances:                   We are not aware of any potentially
                                        hazardous materials (such as
                                        formaldehyde foam insulation, asbestos
                                        insulation, radon gas emitting
                                        materials, or other potentially
                                        hazardous materials) which may have been
                                        used in the construction of the
                                        improvements. However, we are not
                                        qualified to detect such materials and
                                        urge the client to employ an expert in
                                        the field to determine if such hazardous
                                        materials are thought to exist.

Design Features and Functionality:      The building appears to be fully
                                        functional within the current demands by
                                        office tenants for large floorplates.
                                        The triangular shape does not appear to
                                        present an significant drawbacks given
                                        the size of the floor plates.

                                        It is noted, however, that the freight
                                        elevator does not go to the penthouse
                                        suites. As such, mechanical equipment
                                        must be maneuvered up the stairs from
                                        the 24th floor and into the mechanical
                                        rooms. This creates some hardship for
                                        major repairs and may impact their costs
                                        over the long term. The effects were
                                        considered in our selection of repairs
                                        and maintenance expenses and capital
                                        reserves.

Physical Condition:                     Overall, the building appears to be in
                                        good condition. We did not observe any
                                        material forms of deferred maintenance
                                        during our inspection that would impact
                                        property value.

                                        We did not make a detailed inspection of
                                        the mechanical systems. The appraisers,
                                        however, are not qualified to render an
                                        opinion as to the adequacy or condition
                                        of these components. The client is urged
                                        to retain an expert in this field if
                                        detailed information is needed about the
                                        adequacy and condition of mechanical
                                        systems.

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                                      -25-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
===============================================================================

     The subject property is in the taxable jurisdiction of the City of
Richmond, which assesses real property at a ratio of 100 percent of ad valorem
value on a calendar year basis. The 1997 calendar year is the most recent year
for which assessed valuation and property tax information is available. For tax
assessment purposes, the subject property is identified as Tax Parcel WOOO-
0007/025.

Tax Rates

     The 1997 tax rate for the City of Richmond, along with the two prior years,
is presented in the following table.


     ===================================================================
                       Tax Rate Per $100 of Assessed Value
     ===================================================================
     Taxing Authority            1995             1996            1997
                               Tax Rate         Tax Rate        Tax Rate
     ===================================================================
     City of Richmond           $1.445           $1.445          $1.430
     Supplemental               $0.030           $0.030          $0.030
                            --------------------------------------------
     Total Rate                 $1.475           $1.475          $1.460
     ===================================================================

     As can be seen, the tax rates were flat in 1995 and 1996. In 1997, however,
the rate decreased to $1.430 per $100, or a drop of $0.015 per $100. In addition
to the base tax rate, the subject is located in a special downtown taxing
district that assesses each property at $0.03 per $100 assessed for incremental
trash cleanup along the streets. Thus, the total tax rate is also shown in the
preceding table.

     It is difficult, at best to judge the likelihood of future tax rate
increases when viewing only a short history. Tax rates tend to increase or
decrease based upon the combined influences of changes in property values and
increasing governmental budgetary needs as the jurisdiction tries to maintain a
pace with inflationary pressures. Nonetheless, over the long term we would
expect tax rates to increase.

Tax Assessment

     The subject's assessment for the last three years is presented in the
following table.


<TABLE>
<CAPTION>

========================================================================================
                       Main Street Centre, Assessment and Tax History
- ----------------------------------------------------------------------------------------
                                        1995                  1996                  1997
- ----------------------------------------------------------------------------------------
<S>                              <C>                   <C>                   <C>        
Total                            $46,600,000           $45,500,000           $45,500,000

                $/SF                 $110.35               $107.74               $107.74
Tax Rate (Per $100)                  $1.4750               $1.4750               $1.4600
                                 -------------------------------------------------------
Tax Liability                       $664,730              $671,125              $664,730
$/SF NRA                               $1.57                 $1.59                 $1.57
========================================================================================
</TABLE>


     The current assessment of $45.5 million is substantially greater than the
value conclusion reached in the report. While we recommend that an assessment
appeal be undertaken, an examination of assessment comparables suggests that the
success of an appeal, based on equalization issues, might not be successful. The
following table shows that three other Class A downtown buildings are assessed
at $101 to $123 per square foot of net rentable area, which is

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                                      -26-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Real Property Taxes And Assessments
===============================================================================

                                                                                
consistent with the subject's assessment of $107 per square foot. Thus, the
outcome of an appeal may not necessarily be favorable, and it is our opinion
that a prospective investor would not give material credit to reduced tax
expenses in estimating market value for the property. Nonetheless, we still
recommend an appeal be pursued given the near term dip in occupancy that will be
occurring at the property.


===============================================================================
                  1997 Assessment Comparables - Class A Office
===============================================================================
                      919 E. Main St      One James Ctr     Riverfront Plaza
===============================================================================
Total Assessment        $45,525,000         $50,000,000          $111,000,000
SF NRA                      450,000             424,514               899,727
Assessment $/SF             $101.17             $117.78               $123.37
===============================================================================


Ad Valorem Tax Conclusions
     As discussed above, the current tax associated with the property is
$664,730 for the tax year ending December 31, 1997. The taxes are current.
Additionally, we have projected that taxes will increase at a rate consistent
with inflation, or 3.5 percent annually.

===============================================================================

                                      -27-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                      ZONING
===============================================================================

     The subject is zoned B-4, Central Business District, in the City of
Richmond and as described in Section 32-440 of city's zoning ordinance.

     The permitted uses include, but are not limited to: any uses allowed by
right in the B-3 District (including office), except auto sales, building
material storage yards, drive-in theatres, drive-up businesses, greenhouses,
etc., multi-family dwelling units and apartment hotels, parking areas, and
government offices and related services. Any new improvements over 50,000 gross
square feet requires that a plan of development be approved.

     The following restrictions apply:

                              Permitted
     Maximum FAR:             6.0 FAR, increases permitted with Board approval
     Building Height:         None, provided no portion of building shall
                              penetrate an inclined plane originating at the
                              centerline of the street and extending over the
                              lot at an inclination of one foot horizontal for
                              each three feet of vertical when front yard is
                              required, plus other stipulations and options
     Open Space:              Usable open space ratio of 0.08 FAR required for
                              development of new dwelling uses
     Front Yard:              None
     Side Yard:               None except when adjacent to a dwelling use;
                              screening may be required in such cases
     Rear Yard:               None except when adjacent to a dwelling use;
                              screening may be required in such cases
     Off-Street Parking
     Office:                  None

                    We are not experts in the interpretation of complex zoning
               ordinances. Based on the gross floor area of approximately
               436,000 square feet, the property is improved to a 9.7 FAR
               density. As the building went through the approval process at the
               time of construction, however, we assume that is a legal,
               non-conforming structure. The formal determination of compliance
               is beyond the scope of a real estate appraisal.

                    To the best of our knowledge, there are no known deed
               restrictions (private or public) which would further limit the
               use of the subject property. This statement should not be taken
               as a guarantee or warranty that no such restrictions exist. Deed
               restrictions are a legal matter and only a title examination by
               an attorney would normally uncover such restrictive covenants.
               Thus, an examination by a title attorney is recommended on the
               subject property if any questions regarding such restrictions
               arise.

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                                      -28-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       HIGHEST AND BEST USE
===============================================================================

Highest and Best Use of Site as Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1
993), a publication of the Appraisal Institute, the highest and best use of the
site as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

Legally Permissible

     Regardless of how favorable the physical attributes of a property are or
how feasible and productive a use might be for a given site, the permissibility
of uses has to be the initial consideration. According to our understanding of
the zoning ordinance noted earlier in this report, the site may be improved with
structures that accommodate a variety of uses, though office use is the only
high-density use that would maximize the site's development potential. The other
uses could be included in such a structure, however, and would likely be
included, particularly first floor service and retail related tenancies.

Physically Possible

     The second test is what is physically possible. As discussed in the
Property Description section, the site's shape, soil, available utilities, etc.
do not physically limit its use given its urban location. Its size would
obviously preclude development of those uses which typically require larger
footprints, such as shopping centers. Furthermore, the site's topography, would
not limit its utility. Additionally, we know of no easements which adversely
impact the property. Thus, the site's only physical limiting condition is size,
the site is more than sufficient for today's modem office building. No others
restrict its development.

Financially Feasible
 
     The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. After determining those uses which are
physically possible and legally permissible, the remaining uses must be analyzed
in light of their financial feasibility. That is, for a potential use to be
seriously considered, it must have the potential to provide a sufficient return
to attract investment capital from alternative forms of investments.

     The subject is situated in Richmond's central business district surrounded
by many other high-rise and mid-rise office projects. It is a short distance
from the interstate highways that cross the region. The downtown office market
has experienced mediocre occupancies for many years with many corporate
expansions favoring the suburbs.

     Although the indications are evident that the market is continuing its
improvement, as detailed in the Office Market Analysis section, particularly for
newer Class A space, rent levels for office space have not yet achieved the
level necessary to- support speculative office development at the present time.
As such, rental rates for new office buildings will need to continue their
upward trend before development of the site would be justified. In addition,
there continues to be little financial or debt support for speculative office
development. Thus, speculative development of

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                                      -29-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Highest and Best Use
===============================================================================

this site, if it were vacant, appears unlikely at this time. Nevertheless, there
is a limited inventory of large, Class A office space availabilities that may be
absorbed within the next two years. Therefore, development of the site on an
office build-to-suit basis could begin relatively soon.

     Given all factors, we conclude that the highest and best use of the subject
site as if vacant would be to hold as an investment for future development when
market conditions improve. It is our opinion that ultimate development of the
site with an office building would be the most logical and productive use of the
site.

Highest and Best Use of Property as Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

     Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

Legal Considerations

     The subject site, as presently improved, represents a legal, conforming
use.

Physical Considerations

     The subject site has been improved with the existing structure and, based
upon our observation, there are no apparent physical factors such as soils,
drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

Financially Feasible

     Land sales for speculative office development have been sparse at best.
However, a brief test of reasonableness tells us that redevelopment of the site
is not likely. Given the range of value indicators developed in this report, or
generally in the $25 to $30 million range, and assuming a similar density office
project could be built on the site, the land's value would have to be in excess
of $93 to $111 per FAR foot to justify buying the property, demolishing the
improvements, and beginning anew at a 6.0 FAR. Hence, given our final value
conclusion there is obviously sufficient value in the property, as improved, to
negate any possible redevelopment of the tract for the foreseeable future.

     As a result, the subject is forecast to provide an adequate return to the
land, both on an intermediate and long-term basis. This conclusion is supported
by the data and analysis

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                                      -30-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Highest and Best Use
============================================================================-==

presented in the balance of this report. Our conclusion is contingent upon
property management maintaining a course of action which will be conducive to
maximizing value.

===============================================================================

                                      -31-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            VALUATION PROCESS
===============================================================================

     In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

     The Cost Approach was not performed for the following reasons:

     o    First and foremost, the value being sought is the leased fee estate,
          whereas the Cost Approach normally depicts the fee simple estate.
          Therefore, the interest being appraised cannot be reflected by the
          Cost Approach in its traditional form;
                    
     o    Secondly, while the office market has been moving toward stabilized
          levels, it is expected to have an increase in vacancies over the next
          two years and it is not at a point where investors are able to finance
          speculative office construction. Consequently, some external/economic
          obsolescence is inherent in the reproduction/replacement cost new of
          the subject improvements. Classically, extemal/economic obsolescence
          is viewed as incurable and is so from the perspective of the property
          owner. However, it will eventually be cured because it is purely a
          function of current market conditions. Quantifying this form of
          obsolescence within the context of the Cost Approach is highly
          subjective and very theoretical. As a result, the reliability of this
          approach becomes very suspect under these circumstances; and
                   
     o    Lastly, one of the most persuasive reasons for not using the Cost
          Approach is the fact that market participants do not typically use
          this approach as a determinant of value especially when market
          conditions are below an optimal level as they are currently. While not
          justification in itself to omit the approach, it does underscore its
          overall lack of relevance in the market place.
                   
     o    The investment marketplace does not typically trade buildings such as
          the subject on a cost/value basis, particularly in markets where it is
          generally perceived that cost exceeds value.

     In the Sales Comparison Approach, we performed the following steps:

     o    Searched the market for recent office building sales;
                          
     o    Analyzed those sales on the basis of the sales price per square foot
          (net rentable area) and the net income multiplier; and,
                   
     o    Correlated the various value indications into a point value estimate
          from within the range.

     In developing the Income Capitalization Approach, we:

     o    Studied the rents in effect in this and competing complexes to
          estimate the potential rental income at market levels;

     o    Estimated the income from sources other than office rentals;

===============================================================================

                                      -32-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Valuation Process
===============================================================================

     o    Studied the recent history of operating and fixed expenses at this and
          competing properties to estimate an appropriate level of operating and
          fixed expenses and reserves for replacement;
                   
     o    Estimated the cash flow by subtracting the operating and fixed
          expenses from the effective gross income; and

     o    Prepared a discounted cash flow analysis in which the cash flow and
          the property value at reversion are discounted at an estimate of
          current market value at a market-derived discount rate. Potential
          gross revenues are estimated based on modeling the actual rents and
          expense reimbursement provisions in effect through the term of
          existing leases. As existing leases expire, the space is estimated for
          downtime. Spaces now vacant (if applicable) will be rented at the
          market rates and at the time intervals discussed in the Income
          Capitalization Approach section of this report. From potential gross
          revenues, we subtract vacancy and expenses (operating, fixed, and
          other) to arrive at an estimate of cash flow over a 12 year forecast.

     In estimating the final value, we performed the following:

     o    Reviewed and re-examined each of the approaches to value which were
          employed.

     o    Considered the type and reliability of the data used and applicability
          of each approach.

     o    Reconciled the approaches to a final value conclusion.

===============================================================================

                                      -33-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  SALES COMPARISON APPROACH
===============================================================================+

Methodology

     In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, we can identify value and price trends.
The basic steps of this approach are:

     1.   research recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   select and analyze properties that are similar to the property
          appraised, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     3.   identify sales that include favorable financing and calculate the cash
          equivalent price;

     4.   reduce the sale prices to a common unit of comparison such as price
          per square foot of net rentable area, effective gross income
          multiplier, and overall capitalization rate;

     5.   make appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property being appraised;
          and

     6.   interpret the adjusted sales data and draw a logical value conclusion.

     In this instance, the sale prices inherent in the comparables were reduced
to those common units of comparison used to analyze improved properties that are
similar to the subject. Of the available units of comparison, the sales price
per square foot of net rentable area (used by buyers, sellers, and brokers), as
well as the effective gross income multiplier (EGIM), employed predominately by
appraisers, are the most commonly used measurements to value office buildings in
the marketplace.

     From an appraisers perspective, the EGIM can be a more discernible
indicator of value because it considers the income characteristics which in turn
dictate the price per square foot paid. Depending on the quality and consistency
of the data, the selection of an EGIM can also be less subjective than trying to
correlate the sales price per square foot methodology. However, in this
instance, the comparables are suburban office buildings with high levels of
occupancy and there were no sales of similarly occupied or similar quality
high-rise downtown buildings. Thus, the technique has very limited
applicability. For similar reasons a conventional sales price per square foot
analysis is also difficult.

     Given the many factors and difficulties (high level of capital improvements
in the near term, extensive lease-up and tenant turnover, lack of truly
comparable sales), we have arrived at an estimate of the property's as-is value
through the application of a net income multiplier analysis.

===============================================================================

                                      -34-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
===============================================================================

We will apply a multiplier to the property's net operating income at
stabilization (fiscal year 2002 in the cash flow analysis) and then deduct the
costs to achieve stabilization. This technique provides a reasonable
approximation of investor decision making, wherein they estimate the building's
basic market value and what it will cost them to reach that situation. The Main
Street Centre Building is a typical value added situation for investors.

     Our research into office building sales in the Richmond area revealed no
sales of similarly occupied high rise buildings in downtown. While Riverfront
Plaza will be put on the market soon, an asking price has not yet been
published. The other sales of downtown buildings are older, unoccupied
facilities that set the absolute bottom limit of the market but are not
otherwise useful in this analysis. The suburban office building sales do provide
useful indicators for the analysis, though all are substantially 100 percent
occupied and are superior to the subject in that respect. Nonetheless, they
provide helpful indicators of investor yield requirements for the Richmond
markets. We further extended our search to the Hampton Roads market (Norfolk,
Newport New, Hampton, Virginia Beach, Chesapeake) in an effort to identify other
high-rise sales. None were found over the last three years. The mid-rise sales
from this region basically confirmed the investor yield requirements and
expectations already shown by the Richmond market transactions, so they were not
pursued further.

     On the following page is a summary of recent market data considered to be
most indicative of the subject's current market value. Detail sheets describing
these sales can be found in the Addenda of this report.

===============================================================================

                                      -35-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                               Main Street Centre
                               Richmond, Virginia
                    Comparable Office Building Sales Summary

<TABLE>
<CAPTION>
Comp.                                                     Year                    Net         Land                 
Sale                                          Sale       Built/       No.       Rentable      Area     Percent     
 No.     Name/Location                        Date     Renovated    Stories    Area (SF)    (Acres)    Occupied    
===================================================================================================================
<S>      <C>                                 <C>          <C>         <C>       <C>           <C>       <C>        
 I-1     Liberty Mutual Office Building      Dec-96       1990         3         58,184       4.49      100.0%     
         4101 Cox Road (Innsbrook)
         Henrico County, VA

 I-2     Aetna Building                      Jun-96       1990         4        100,178       8.7        99.0%     
         4101 Cox Road (Innsbrook)
         Henrico County, VA

 I-3     Markel Building (Sale/Leaseback)    Jul-95       1987         4         71,745       6.33      100.0%     
         4551 Cox road (Innsbrook)
         Henrico County, VA

 I-4     Mercer Plaza (Sale/Leaseback)       Jul-95       1991         4        124,734       8.55      100.0%     
         4600 Cox Road (Innsbrook)
         Henrico County, VA

         Downtown Office Building Sales (for Perspective Only)
 I-5     Old Farm Bureau Building            Oct-96       1963         5        110,532       1.63        0.0%     
         200 West Grace Street                                                                                     
         Richmond, VA

 I-6     Intermart Building                  Aug-96       1965        25        208,573       0.34        0.0%     
         830 East Main Street                                                                                      
         Richmond, VA

===================================================================================================================
Subject  Main Street Centre Building
         600 East Main Street                   N/A       1987        23        422,309       1.03       92.6%     
         Richmond, VA                                                                        Soon Declining to:    
                                                                                                         64.5%          
===================================================================================================================
         Data Range:                           Low:       1963                   58,184       0.34       0.00%     
                                              High:       1991                  208,573       8.70     100.00%     
                                              Mean:       1981                  112,324       5.01      66.50%     
===================================================================================================================
</TABLE>



<TABLE>
<CAPTION>
Comp.                                                  Cash        Sale Price                      Expense        Overall
Sale                                                 Equivalent      Per SF        NOI              Ratio     Capitalization
 No.     Name/Location                               Sale Price        NRA       Per SF    EGIM     (EGI)          Rate
<S>      <C>                                        <C>              <C>         <C>       <C>      <C>           <C>   
 I-1     Liberty Mutual Office Building              $6,000,000      $103.12     $11.17    6.38     30.9%         10.83%
         4101 Cox Road (Innsbrook)                
         Henrico County, VA                       
                                                  
 I-2     Aetna Building                             $10,750,000      $107.31     $10.93    6.72     31.6%         10.19%
         4101 Cox Road (Innsbrook)                
         Henrico County, VA                       
                                                  
 I-3     Markel Building (Sale/Leaseback)            $7,100,000       $98.96      $9.30     N/A       N/A          9.40%
         4551 Cox road (Innsbrook)                
         Henrico County, VA                       
                                                  
 I-4     Mercer Plaza (Sale/Leaseback)              $12,300,000       $98.61      $9.27     N/A       N/A          9.40%
         4600 Cox Road (Innsbrook)                
         Henrico County, VA                       
                                                  
         Downtown Office Building Sales (for Perspective Only)
 I-5     Old Farm Bureau Building                    $3,400,000       $30.76        N/A     N/A       N/A            N/A
         200 West Grace Street                       (Intended for renovation for City offices at cost of $7.0M; Includes vacant 
         Richmond, VA                                site)
                                                  
 I-6     Intermart Building                          $3,000,000       $14.38        N/A     N/A       N/A            N/A
         830 East Main Street                        (Now known as One Capitol Square; narrow floor plates; no parking)
         Richmond, VA                             
                                                  
====================================================================================================================================
Subject  Main Street Centre Building              
         600 East Main Street                               As-is:    $13.63                        35.6%
         Richmond, VA                                  Stabilized:    $10.27             As of FY 2002
                                                  
====================================================================================================================================
         Data Range:                                 $3,000,000       $14.38      $9.27    6.38     30.9%           9.4%
                                                    $12,300,000      $107.31     $11.17    6.72     31.6%          10.8%
                                                     $7,091,667       $75.52     $10.17    6.55     31.2%          10.0%
====================================================================================================================================
</TABLE>

*    Projected from first year of DCF Analysis
NRA  Net Rentable Area
EGI  Effective Gross Income
===============================================================================


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
===============================================================================

     The comparables indicate. sales prices ranging from $98.61 to $107.31 per
square foot of net rentable area on a cash equivalent basis. These prices per
square foot have been influenced by differences in construction quality,
condition of the premises, and character of the tenancy. Nevertheless, it is
important to address each property in terms of the conventional sequence of
adjustments. Following are those considerations which are relevant to the
subject. The first three elements must be considered in advance of applying any
other compensating factors to derive value conclusions.

Property Rights Conveyed

     As shown in the summary table, all of the comparables are encumbered by
existing leases; therefore, the leased fee estate was conveyed in each case. As
such, no adjustments are warranted for differences in property rights conveyed.

Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller or were
considered to be cash equivalent by the seller. Thus, we have made no
adjustments to the comparables for seller financing.

Conditions of Sale

     We identified no special motivational conditions concerning most of the
comparables; therefore, no adjustments for conditions of sale were made.

Date of Sale

     As shown in the summary table, the transactions occurred between July 1995
and December 1996. During that time period, the Henrico County office market has
continued its strengthening trend, though the sold office buildings were already
fully occupied. The markets have continued to be strong into 1997. Thus, no date
of sale adjustment is necessary.

     The other typical adjustments made for location, size of premises, age,
quality and condition of the facility, and the economics of the rent roll, all
have a bearing on the analysis. As discussed at the beginning of the analysis,
the subject property is a 23 story, downtown office building that will be
experiencing a significant loss of tenancy. While It is currently 92.5 percent
occupied, that will be declining to 64 percent by November 1998 as Bell Atlantic
completes its downsizing. Such a situation is normally difficult but is
occurring in a market that has a history of slow absorption at a time when
several other major corporate downsizings are also expected to occur within the
next two years. Thus, the comparables are very superior to the for many reasons
and quantification of each factor separately is extremely difficult.

     It is our opinion that the overall impacts of these many factors can be
best quantified through the following analysis. First, the relationship of the
net operating income per square foot for the comparables relative to the subject
as if stabilized will be compared and the dollar per square foot sales prices of
the comparables adjusted to equate them to the subject. Second, the subject's
total costs of achieving stabilized occupancy, and other unique income or
expense features, will be deducted from the as if stabilized market value
estimate to arrive at the subject's market value in as is condition.

     The subject's absorption trends and analysis are developed in both the
Market Analysis and Income Capitalization Approach sections of the report. The
property is projected to be stabilized

===============================================================================

                                      -37-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Sales Comparison Approach
================================================================================

in Fiscal Year 2002 of the analysis, and thus this year's net operating income
is the starting point for the following table. As shown below, the subject's
stabilized net operating income per square foot of net rentable area is compared
to the comparables. The percent ratio is multiplied by the comparable's unit
price to arrive at an indication of the subject's unit price at stabilization.


  ===========================================================================
                    Price Per Square Foot - At Stabilization

                         Net Income Multiplier Analysis
  ===========================================================================
  No.      Subject    Comparable    Adjustment     Unadjusted       Adjusted

            NOI          NOI              Factor     Unit Price      Price/SF
  ===========================================================================
   1        $10.27          $11.17        0.920        $103.12         $94.82

   2        $10.27          $10.93        0.940        $107.31        $100.84

   3        $10.27           $9.30        1.104         $98.96        $109.30

   4        $10.27           $9.27        1.108         $98.61        $114.73

                                    Median:            $101.04        $105.07

                                     Mean:             $102.00        $108.29

  ===========================================================================


     The two most recent sales, Nos. 1 and 2, were conventional sales of
multi-tenant office buildings. Comparable Nos. 3 and 4, by contrast, occurred in
mid-1995 and were sale/leasebacks, i.e. single tenant buildings. Thus, Sale Nos.
1 and 2 provide better indications for the subject, and we would expect the
subject, at stabilization, to have a unit price within the same range, or say
$95 to $101 per square foot.

     From this indication of stabilized market value, we have deducted all the
costs necessary to achieve stabilize occupancy. These include the rents lost
during lease-up, free rent concessions, tenant improvement costs, and leasing
commissions. The time period for which we have aggregated these costs is for the
fiscal year beginning July 1, 1997 through fiscal year 2001, though free rent
rolls into fiscal year 2002.

===============================================================================

                                      -38-


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                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

  
<PAGE>
  
  
                                                  Sales Comparison Approach
===============================================================================
  

  ============================================================================
                   Adjustments - Stabilized to As-is Condition
  ============================================================================
                                                   Low          High          
  ============================================================================
  Per SF, As If Stabilized                           $95.00         $101.00

  Total                                         $40,119,355     $42,653,209
  LESS:
  TIs during Lease-Up (thru 2001)                $2,878,595
  Commissions (thru 2001)                        $1,224,728
  Lost Rents During Lease-Up (thru 2001)         $4,200,000
  Rent Abatements (thru 2002)                    $2,890,961
                                                 --------------------------
  
  Total Costs to Achieve Stabilization          $11,194,284     $11,194,284
  Implied Market Value, As Is Condition         $28,925,071     $31,458,925
                 Rounded To:                    $28,900,000     $31,500,000
                 Per SF:                             $68.43          $74.59
  
  ============================================================================
  

     As shown, the resulting as-is condition market value estimates are between
$28,900,000 and $31,500,000, or $68.43 and $74.59 per rentable square foot. The
effective date of the estimate is July 1, 1997. As the comparable data is less
than ideal for this analysis, we recognize that there are limitations inherent
in these results. Nonetheless, the range of values are believed to be
representative of the market's expectations relative to the subject.

===============================================================================

                                      -39-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                  Income Capitalization Approach
================================================================================
 
Methodology

     The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

     In our opinion the discounted cash flow method is appropriate. The
discounted cash flow analysis is generally thought to be the best method for
evaluating income producing properties purchased for investment. Forecasted
future patterns of income and expenses are modeled to reflect perceived investor
expectations.

Potential Gross Income

     Generally, Richmond office tenants pay fixed gross rent on a rentable area
basis which is consistent with space measurement standards for buildings. of
similar vintage. Some buildings also require the tenant to pay for any increases
in operating expenses and real estate taxes above stipulated base year amounts,
while others do not pass through all of the increases. The Main Street Centre
building is one of those.

Existing Leases

     Main Street Centre is currently 92.5 percent occupied by 17 tenants. The
property contains 422,309 rentable square feet in total and 37,070 square feet
which is vacant and available for lease. The building is predominantly office
space, with some quasi retail uses on the first and second floors. There is
direct street level access to the second floor because the building is
constructed on grade. However, the demand for retail space in office buildings
is very meager in the downtown Richmond market and first floor leases often
mirror office terms and conditions. The average contract rent is $21.60 per
square foot of occupied area.

     All of the leases have annual escalations, most around 2.5 to 3.0 percent.
Expense stops are all quoted as base year amounts. Many of the spaces have
renewal options, with the renewal rate being at market rents. None of the
renewal terms are sufficiently low to entice a tenant to stay, so normal renewal
probabilities have been applied to all tenants at the end of their terms.

     While the occupancy is currently high, Bell Atlantic has signed a lease
amendment that takes effect at the end of its lease term in November 1998. The
agreement downsizes Bell Atlantic to 80,456 square feet on the third through
seventh floors for seven years at a rent of $20.56 per square foot, compared to
a current contract rent of $20.37 per square foot. This renewal in effect
reduces Bell Atlantic's occupancy by 118,217 square feet. The lease includes

================================================================================

                                      -40-

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                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
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<PAGE>



                                                  Income Capitalization Approach
================================================================================
 
three months of free rent but no tenant improvement allowance. Bell Atlantic is
still considered to be a good quality credit within the context of its rated
status and guaranteed rents.

     Nations Bank is the building's other major tenant. They currently lease
82,394 square feet, or 19.5 percent of the total net rentable area. Their
current lease rate is $26.03 per square foot, a rate that is substantially above
the building's current asking rent of $17.00 to 18.00 per square foot.
NationsBank is subleasing some of its space and the likelihood of renewal is
unknown.

     The balance of the building is occupied by a mixture of law firms, GSA
tenants, financial services and private firms. The credit quality for the minor
tenants ranges from average to good within the context of their mostly unrated
status.

Lease Expirations

     We also considered the current tenant expiration dates in our analysis. The
timing of lease expirations is an important element and a prospective buyer of
the property would attempt to assess the risk relative to upcoming turnover. For
example, a large lease expiring in the near future would indicate the
possibility of a significant drop in income and consequently a higher risk
factor might be appropriate.

     The following chart summarizes the property's annual lease expirations,
including the space that Bell Atlantic is giving up. If all of their space was
included, the fiscal year 1999 would be 80,000 square feet higher. Nonetheless,
the risk associated with lease expirations in the subject property is high
during the early years of the holding period, due primarily to the expirations
associated with Bell Atlantic and NationsBank (FY 2000).

======================================================================
                       Lease Expiration Schedule - Revised
======================================================================
                   Number of           Total            Percent of
      Fiscal         Tenants        Expirations          Total Net
      Year          Expiring      (Square Feet)       Rentable Area
======================================================================
      1998                1               1,957                0.46%
      1999               12             145,319               34.41%
      2000               10             112,920               26.74%
      2001                1              16,425                3.89%
      2002                0                   0                0.00%
      2003                9              41,342                9.79%
      2004               12             104,859               24.83%
      2005                8              68,613               16.25%
      2006                8             103,551               24.52%
      2007                6              82,394               19.51%
      2008                1              16,425                3.89%
      2009                5              20,555                4.87%
      2010               14             120,957               28.64%
      2011                6              24,521                5,81%
                          -              ------                ---- 
 Annual Average           7              61,417               14.54%
======================================================================


================================================================================

                                      -41-


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                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                  Income Capitalization Approach
================================================================================
 
     Thus, within the first three years of the valuation date, almost 63 percent
of the total net rentable area is at risk, and 26 percent (Bell Atlantic) will
definitely be returned to the owners as vacant space. Based on a typical lease
term in the market of five years, 20 percent annual turnover is considered
within the range of normalcy, however. Additionally, the mix of lease terms at
the property is reflective of current market conditions and presents no other
unusual rollover risk.

     Based upon the lease expiration schedule, we have forecasted a ten year
investment holding period. The 11th year is estimated to be the reversionary
year. As can be seen from the fiscal year schedule, the 11th calendar year will
experience a moderate number of lease expirations as a percentage of total
building area and, for analysis purposes, is considered a stabilized
reversionary year (please refer to the fiscal year cash flows).

Market Rental Rate

     Market rent for the office space within the property has been estimated by
analyzing comparable leases at similar buildings in the downtown office market
as well as recent leases at the subject.

Recent Leases At Main Street Centre

     There has been very little leasing at the property over the last few years.
There were no leases executed in 1995, only one in 1996, and none to date in
1997. The 1996 lease was with the federal government and is structured to
reflect constant rent over the term. Accordingly, it is not considered an
adequate indication of the market potential for the subject. The Bell Atlantic
renewal that becomes effective in late 1998 is not considered a market
transaction because Bell Atlantic is selling the building and the terms of the
lease may have been influenced as part of the overall negotiations. Thus, no
data as to the property's market potential is available from its leasing
activity.

Comparable Building Leases

     The table in the Market Analysis section that shows the micro-market
overview of asking rents at the better buildings in the competing markets is
repeated in the following table. The data demonstrates the wide range of asking
rentals rates in the subject's submarket. As will be shown through an
examination of actual leases, terms often are very different from the askings.

================================================================================

                                      -42-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                  Income Capitalization Approach
================================================================================

<TABLE>
<CAPTION>

=============================================================================================================================
                               Micro Market Survey
                                Downtown Richmond
=============================================================================================================================
                                                 .      Year     Bldg.       Size            %     Availiable   Asking
 NO.        Building               Address             Blt/Renv  Class       Sq.Ft       Occupanc    Sq.Ft     Rate/Sq.Ft.
=============================================================================================================================
     Class A Buildings:
<S>                              <C>                      <C>   <C>         <C>          <C>            <C> <C>      
 1   Crestar Building            919 E. Main St.          1984   A           450,000      100.0%         0   $   19.00
 2   Federal Reserve Bldg        701 E. Byrd St.          1978   A           700,000      100.0%         0   $   17.00
 3   Main Street Centre          600 E. Main St.          1987   A-          422,309       92.5%    31,597   $17.00 - $18.00
 4   One James Center            901 E. Cary St.          1985   A           424,514       96.8%    13,425   $   21.00
 5   Riverfront Plaza            901 & 951 E. Byrd        1990   A           899,727       96.8%    28,525   $   21.50
 6   Two James Center            1021 E. Cary St.         1987   A           334,000      100.0%         0   $   21.00
 7   Three James Center          1051 E. Cary St.         1988   A           233,000       67.8%    75,000   $   19.00
 8   Eighth & Main Building      707 E. Main St.          1975   A-          323,937       71.9%    91,052   $15.50 - $17.00
 9   Nations Bank Center         1111 E. Main St.         1974   B+          545,316       93.0%    38,000   $   15.00
10   600 East Broad Street       600 E. Broad St.         1982   B           213,266      100.0%         0   $   15.00
11   One Capital Square          830 E. Main St.       1967/89   B           207,699        8.0%   191,083   $   13.00
12   One Franklin Square         411 E. Franklin St.      1988   B           133,910       95.3%     6,309   $   15.50
- -----------------------------------------------------------------------------------------------------------------------------
     Totals:                                                               4,887,678       90.3%   474,991    Range:
                                                                             Vacancy:       9.7%             $13.00 -$21.501
- -----------------------------------------------------------------------------------------------------------------------------

=============================================================================================================================
 
</TABLE>


     Interviews with brokers active in the area indicated that a review of
actual leases is necessary to establish a better picture of the market. The
building indicated as being somewhat inferior to the Class A buildings such as
Riverfront Plaza and James Center, though somewhat superior to the 8th and Main
Building. Thus, it is expected to achieve rents within the range identified for
these other properties.

     Accordingly, the comparable rental table on the facing page presents actual
leases at buildings in close proximity to the subject. They show a wide range of
rental rates.

     Actual lease rates in the comparables reflect a range between $10.75 and
$17.50 per square foot, full service. The highest rate was found at Riverfront
Plaza, one of downtown's premiere buildings. The deal included annual
escalations, base year expense stops, and $23.00 per square foot in tenant
improvements. By contrast, the low $10.75 rate was at One Capital Square,
formerly the Intermart Building, a renovated but long time vacant building that
is still 90 percent vacant. Brokers in the market indicate the lease was low due
to the owner's need to gain tenancy. The lease will be considered further in the
analysis.

================================================================================

                                      -43-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>





                                             Income Capitalization Approach
================================================================================

     Among the Class A buildings, the comparables show lease rates between
$16.00 and $17.50 per square foot, all on five year terms with annual
escalations of 3.0 to 4.0 percent. Two included passthroughs of operating
expenses over a base year. The tenant improvements for the two higher rents were
at $22.00 and $23.00 per square foot, while the $16.50 per square foot range
included only a $7.50 per square foot improvement allowance. This analysis
suggests a direct correlation between allowances and rental rates. Other leasing
concessions were not available.

     Among the Class A-/B+ and Class B buildings, the rates varied widely
between $11.00 and $16.50 per square foot, with average trend being at the
$14.00 to $15.00 per square foot level.- The one $17.00 per square foot rate
shown in this sample is still under negotiation and is presented only for the
purpose of showing the range of terms available in the market. Most of the
leases included annual escalators of 3.0 percent, with lease terms between three
and ten years. It is notable that only one of the leases in the Class B
buildings included full passthroughs of operating expenses. The majority had no
passthroughs at all. Tenant improvement allowances were split between the $6.00
to $8.00 per square foot range and another group over $20.00 per square foot.
The average lease term, excluding the two year term and the One Capital Square
lease, was five years. Several leases included free rent concessions that
generally corresponded to one month per lease year.

     The Class C lease comparables were included as additional perspective on
the market and reinforce the range of rents typical for downtown buildings. They
will not be considered further.

     As indicated earlier, the Riverfront Plaza and James Center buildings are
somewhat superior to the subject. Their lease rates are in the $16.00 to $17.50
per square foot range, include base year expense stops and annual escalators.
Regarding concessions, the improvement allowances were high and free rent
information was not available. These leases provide the upper range of possible
rents for the Main Street Centre building.

     The comparables from the A-/B+ building, which is considered only slightly
inferior to the subject, are between $14.25 and $17.00 per square foot, with
base year stops, annual escalations of two percent, $18.00 to $27.00 per square
foot in tenant improvement allowances on shell condition space, and about one
month of free rent per year of lease term.

     Based on the foregoing review of the comparable rental data, and explicitly
recognizing that some leasing is done at less than the 'best" rates, it is our
opinion that the following parameters would be representative of a market lease
for the subject property, as of the effective date of appraisal:

================================================================================

                                      -44-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>





                                             Income Capitalization Approach
================================================================================


============================================================================
                      Office, Market Rental Rate Parameters
============================================================================
    Base Rent, Effective
      Low End (Lower Floors)        $15.00/SF, Full Service
      Upper End (Higher Floors)     $16.00/SF, Full Service
    Free Rent                       One Month per Lease Year, or 6 months,
                                    declining to 3 months in second term and
                                    zero after market stabilization
    Months vacant                   12 months for 3 years, declining to 9 months
                                    for 2 years, and stabilizing at 6 months.
                                    After renewal probabilities, this equates to
                                    5 months, 4, months, and 2 months,
                                    respectively.
   Expense Recoveries               Over Base Year Stop
   Annual Escalations               2.5% fixed
   Term                             Mix of 3 to 10 years; average 6 years
   Office Tls per SF
      New Tenants                   $12.50 (2nd Generation Space)
      Renewal Tenants               $6.00
============================================================================


Assumptions Regarding Existing and Proposed Leases

     Our analysis specifically assumes that all of the existing tenants will
remain in the property and continue to pay rent under the terms of their
leases. Information provided by management indicates that none of the
tenants are currently in default. The tenant base appears to be stable and
management has indicated that defaults are not anticipated.

     The most notable change in tenancy relates to Bell Atlantic. It has
signed a lease amendment that takes effect at the end of its lease term in
November 1998. The agreement downsizes Bell Atlantic to 80,456 square feet
on the third through seventh floors for seven years at a rent of $20.56 per
square foot, compared to a current contract rent of $20.37 per square foot.
This renewal in effect reduces Bell Atlantic's occupancy by 118,217 square
feet. The lease includes three months of free rent but no tenant improvement
allowance. Bell Atlantic is still considered to be a good quality credit
within the context of its rated status and guaranteed rents.

     NationsBank is the building's other major tenant. They currently lease
82,394 square feet, or 19.5 percent of the total net rentable area. Their
current lease rate is $26.03 per square foot, a rate that is substantially
above the building's current asking rent of $17.00 to 18.00 per square foot.
NationsBank is subleasing some of its space and the likelihood of renewal is
unknown.

     With regard to lease expirations, we have projected that 60 percent of
tenants will rollover (sign a new lease) and approximately 40 percent will
turnover (allow their lease to expire and vacate the property) upon
expiration of their primary lease term. This assumption is based in large
part on management's knowledge and expertise in the Richmond market. This
assumption appears to be supported by the market and can be achieved over a
long term holding period.

================================================================================

                                    -45-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>





                                             Income Capitalization Approach
================================================================================
   
     Typical office leases are three to ten years in duration. We have
assumed six year average terms. Vacancy between leases includes the period
of actual downtime and the construction period to build-out tenant spaces.
The estimates are shown in the preceding table.

Office Market Rent Forecast

     As shown in the Market Analysis section, asking rental rates in the
downtown submarket have been relatively static over the last four years. As
for growth in rental rates over time (beyond the Year One starting rental
rates), it is our opinion that the downtown market will continue to be
relatively static while the projected increase in vacancies due to
downsizings is absorbed. Based on our analysis of absorption trends, rates
are projected to be level through 1998, then increase with the general
inflation rate, or 3.5 percent annually.

     Obviously, the timing and the amount of rent growth is somewhat
speculative and subjective on our part; however, we have attempted to
measure the effects of future occupancy changes in the market. Again, while
not verifiable directly from the market, our projected future market rent
schedule attempts to recognize knowledgeable investors' long-term growth
expectations and is further supported by the Cushman & Wakefield Investor
Survey included in the Addenda. Our growth assumptions produce a 2.85
percent annual compound growth factor for the years in the analysis.

Parking Income

     The property includes four levels of below grade parking in the
building (299 spaces, predominantly monthly). The garage is under an
annually renewing management contract with Virginia Parking Systems. The
management agreement includes base fees to the ownership of $240,000
annually plus percentage rents based on net receipts over certain minimums.
The average total parking income over the last three years, including the
minimum rental payment, is $270,143. The 1997 budget estimate for parking
receipts reflects only the minimum rent of $240,000. For the first four
months of the year, the parking receipts are tracking an annual pace of
about $264,000.

     Given the tightness of parking availability downtown, and the lack of
current new construction for parking garages, all balanced against the ease
of entry for new parking operators, we do not expect parking rates to change
as much as inflation over an extended period of time. Nonetheless, as
occupancies improve in the downtown office buildings, the need for
additional parking will increase, and it is likely that either new space
will be created putting downward pressure on rates based on supply, or
monthly rates will go up. Thus, making projections about parking revenues is
difficult. Based on the available data, we stabilized the average annual
receipts at $260,000 and escalated them at 2.5 percent annually.

Miscellaneous Income

     Sources of miscellaneous income for the property include late charges,
interest on security deposits and other income from additional services to
the tenants. Data on these sources was not separately identified in the cash
flow statement provided. As some such income is typical for an office
building of this size, we projected a nominal $4,000 in year one, or about
$0.01 per square foot. It is projected to grow at a nominal two percent
annually.

================================================================================

                                    -46-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                             Income Capitalization Approach
================================================================================


     The subject also has two tenants repaying loans, Bell Atlantic and
Durrette, Irvin, Lemons & Fenderson, P.C. The Bell Atlantic loan is for
above standard tenant improvements and is coterminous with the lease terms.
It has monthly payments of $23,303.41. The tenant is expected to pay to loan
in full. Due to the strong creditworthiness of the tenant, no incremental
risk is associated with this loan, and the payments are included in the cash
flows as a source of other income.

     By contrast, the loan to Durrette, Irvin was granted as part of a lease
restructuring and an effort by the tenant to reduce its monthly rental
payments. The loan included an original principal balance of $204,682,
quarterly payments of $6,228.09, a 15 year amortization schedule, and a
revised interest rate of 9.0 percent. The tenant has the right to pay off
the loan in full prior to lease expiration at March 31, 1999, but that the
loan is due at that time. Management has indicated that the principal
balance is projected to be $153,000 at maturity. However, due to the history
of negotiations with the tenant, management is expressed concern over the
level of risk associated with this loan. Accordingly, we have concluded that
a prospective investor would either not attribute value to this loan or
would discount it heavily. We have excluded its repayment in our analysis.

Reimbursable Expenses (Escalations)

     Tenants are responsible for their pro-rata share of real estate taxes
and operating expenses when they exceed the level incurred during the first
full year of their occupancy. The majority of current leases in the subject
property include an operating expense escalation, which calculation may be
summarized as follows:

      Billing Year Operating Expenses
      Less: Base Year Operating Expenses
      Equals: Increase in Operating Expenses
      Multiplied by: Tenant's Pro Rata Share

     We have assumed that future leases in the subject property will be on a
full service basis. Tenants will be responsible for a) real estate tax
increase over the base calendar year amount; and b) operating expense
escalation.

Vacancy and Collection Loss

     Our cash flow projection assumes a tenant vacancy of 12 upon each lease
expiration set against our probability of renewal estimated at 60 percent,
in addition to a global credit loss provision applied to the gross rental
income. The global credit loss provision is applied to all tenants. Our
estimated global credit loss provision applied to the gross rental income is
estimated at 2.0 percent throughout the holding period.

     As of the date of appraisal, the subject property is 92.5 percent
occupied, which equates to a 7.5 percent vacancy factor. Near term
expirations are high relative to markets with five to ten year lease terms
due to the expiration and downsizing of Bell Atlantic and the expiration of
NationsBank. As previously discussed, the average vacancy level in the
subject's submarket is 17 percent, with Class A buildings being six percent
vacant and Class B buildings 21 percent

================================================================================

                                    -47-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                             Income Capitalization Approach
================================================================================

vacant. From a micro-market perspective, we surveyed 4.9 million square feet
of Class A and B office buildings that compete with the subject. The
reported occupancy levels of these buildings ranged from eight to 100
percent, with the weighted average occupancy being 90 percent. These
statistics indicate that the buildings contained in our micro-market survey
are performing at a level generally superior to the submarket as a whole.
Overall, we concluded stabilization for a building like the subject, in this
market, should be in the mid to low 90 percentile.

     Absorption projections for the downtown Richmond market were developed
and discussed in the Market Analysis section of the report. As concluded
there, we are projecting moderate net absorption for the next 12 to 24
months due to the return of 300,000 to 400,000 square feet of space from
competing Class A and B buildings, including Bell Atlantic's return of
118,000 square feet at the subject. The recent trends suggest a 2.4 year
absorption period, including the upcoming vacancies, and we have applied a
2.5 year absorption to the property. A detailed schedule of the lease up by
suite at the property is shown on the facing page.

     Our projections for tenant retention and re-leasing once existing and
future leases expire are explained as follows. For the typical tenants we
projected an approximate 12 month vacancy period at the expiration of every
lease and used an average lease term of six years. After application of a 60
percent renewal probability, this vacancy period equates to a 6.5 percent
vacancy factor and a 93.5 percent occupancy level (five months divided by 77
months including the months vacant).

     The average physical (rollover/turnover) occupancy level for the
property over the projection period is 92.9 percent. This equates to an
average vacancy factor of 7.1 percent and is consistent with our estimates
as discussed above. Due to the Bell Atlantic departure in November 1998 and
the NationsBank expiration in May 2000, stabilized and paying occupancy at
the property is not reached until about May 2001, making the first full year
of stabilized occupancy Fiscal Year 2002.

Operating Expenses

     We have analyzed the reported operating expenses for 1994, 1995, 1996
and budgeted expenses for 1997. We forecasted the property's operating
expenses after reviewing operating expenses of similar buildings and after
consulting local building managers and agents, including Cushman & Wakefield
property management personnel, etc. We also examined industry norms as
reported by the BOMA Experience Exchange Report published by the Building
Owners and Managers Association International, a nationally recognized
publication. Based on our research, one would expect operating expenses for
a building similar to the subject to be at or near $6.00 to $6.50 per square
foot.

     On the next facing page is the income and expense analysis for the
property. The following analysis attempts to utilize the subject's
historical operating expense data supported by the comparable expense data.

     Following are the projected operating, recoverable and non-recoverable
expenses we have used in our cash flow analysis. We have analyzed each item
of expense individually and attempted to project what the typical informed
investor would consider reasonable. Although

================================================================================

                                    -48-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                             Income Capitalization Approach
================================================================================

every expense category is addressed herein, only those requiring explanation
of variations will be discussed in great detail.

     The forecast of projected growth rates in all categories of expense reflect
typical investor expectations as noted in the Cushman & Wakefield Investor
Survey, which has been placed in the Addenda of this report. Except where noted,
our projected growth rates for the various types of expense categories generally
do not attempt to reflect growth rates for any individual year, but rather the
long term trend over the period of analysis. Based on the historical CPI trends,
we concluded that our selected growth rate of 3.5 percent would fairly reflect
an overall inflationary rate over the long term.

Variable Operating Expenses 

     Utilities

     Utility expenses consist of electricity and water and sewer charges.
     The total utilities cost has fluctuated from a low of $1.45 in 1996 to
     a high of $1.66 in the 1997 budget. The 1995 actual was $1.64 per
     square foot. The BOMA experience report shows utility costs in the
     Richmond market in the $1.88 to $1.97 per square foot level, and $1.59
     to $1.61 per square foot for similarly aged buildings. We have
     stabilized utility costs at a level consistent with the 1997 budget.

     Janitorial Services

     Janitorial services include the costs for outside vendors who provide
     janitorial services to the tenant suites and common areas. The market
     for such services is currently $0.70 to $0.85 per square foot in
     downtown Richmond. We stabilized the 1997 janitorial services expenses
     at $0.85 per square foot of occupied area. This is consistent with the
     BOMA experience data for Richmond and equates to $0.81 per square foot
     at the current occupancy level.

     Repairs and Maintenance

     Repairs and maintenance expenses include everyday supply items as well
     as HVAC, electric, plumbing and roof repairs, touch-up areas, etc. The
     expense has fluctuated between a 1995 low of $0.65 per square foot to a
     high of $0.90 in the 1997 budget. The average over the last three years
     (including the 1997 budget) is $0.77 per square foot. We stabilized the
     1997 maintenance expenses at $0.80 per square foot. This is below the
     owner's 1997 budget estimate but is consistent with the trend in
     similarly aged and operated properties.

     Contract Services

     Contract services include the costs for outside vendors who service the
     elevators and HVAC system, provide security, trash removal and related
     items. This expense has grown slightly over the last three years, from
     $1.14 in 1995 to $1.18 in 1996 and $1.29 in the 1997 budget. The BOMA
     experience data shows contract services at $0.89 to $1.02 per square
     foot. As this expense category will reflect fluctuations over time, we
     stabilized the 1997 contract services expense at a level consistent
     with the property's more recent experience, or $1.30 per square foot.

================================================================================

                                    -49-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                             Income Capitalization Approach
================================================================================
 
     Administrative and Other Operating Expenses

     This fee includes recoverable administrative costs for rent collection,
     property supervision, and budget preparation, as well as miscellaneous
     items such as accounting and general office expenses (less the
     management fee). The expense has been stable at $0.13 to $0.18 per
     square foot. Based on data from comparable properties, we stabilized
     the 1997 cost at $0.19 per square foot.

     Non-Recoverable Administrative Expenses

     This expense category typically covers miscellaneous non-recoverable
     expense items such as legal and advertising expenses at levels of $0.09
     to $0.20 per square foot. In the Richmond market, considerable
     promotional activities are necessary to maintain occupancy and these
     expenditures are not reimbursed. This expense at comparable properties
     has been as high as $0.28 per square foot in 1996. Based on our
     experience with other such properties, we stabilized the 1997 cost at
     $0.25 per square foot.

     Management Fees

     This fee includes rent collection, property supervision, and budget
     preparation. The current management agreement includes a fee of 1.5
     percent of effective gross income. The BOMA experience report for
     Richmond shows management fees at 3.5 percent for the three
     contributing buildings. In conversations with local real estate
     professionals, we have determined the management fees for multi-tenant
     buildings are most commonly at the 3.0 to 4.0 percent level. We have
     modeled the management fee at 3.5 percent of effective gross income.

Fixed Operating Expenses

     Real Estate Taxes

     We discussed real estate taxes in a prior section. We used the current
     tax amount and tax rate for 1997, and have it growing at 3.5 percent
     annually thereafter in the future to keep pace with overall property
     value increases in the market.

     Insurance

     This expense increased from $0.16 per square foot in 1995/96 to $0.17
     per square foot in the 1997 budget. BOMA experience data shows
     insurance at $0.13 per square foot in the Richmond downtown market. We
     stabilized the 1997 cost consistent with the 1997 budget.

Other Expenses

     Other operating expenses include Tenant Improvements, Leasing
     Commissions and Reserves for Replacements. The probability of incurring
     future leasing commissions and tenant improvements/finish is based on
     the following:

     o    40 percent probability of turnover (an existing tenant vacates a space
          and the space is released to a new tenant) and 60 percent probability
          of rollover (an existing tenant relets his space).

     Tenant Improvements/Finish - As previously noted, we have forecasted a
     tenant finish allowance of $12.50 per square foot for new tenants in
     second generation space, and

================================================================================

                                    -50-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                             Income Capitalization Approach
================================================================================

     $6.00 per square foot for renewals. Therefore, upon the expiration of all
     leases, a weighted tenant improvements allowances is applied to tenants
     upon expiration. The following table shows an example of the calculation
     for second generation space.

<TABLE>
<CAPTION>

==============================================================================================
                                                  Tenant                   Proportionate
                        Probability          Improvements                     Share of
                                                  (SF)               Improvements/Finish (SF)
==============================================================================================
      2nd Generation Tenants

<S>                        <C>                     <C>                          <C>  
        Rollover           60%         x           $6.00                        $3.60

        Turnover           40%         x          $12.50                        $5.00

        Weighted Average Tls Upon Lease Expiration                              $8.60
==============================================================================================

</TABLE>

     Tenant improvements/finish costs are projected to increase at the rate of
     3.5 percent per year through the projection period.

     Leasing Commissions - For the period under analysis, average leasing
     commissions for all new leases are estimated to be 6.00 percent and 2.0
     percent for renewals. The new lease commission rate reflects the fact that
     a landlord will typically be charged a commission of 3.0 to 4.0 percent by
     the tenant's agent and 2.0 to 3.0 percent by the landlord's agent. Upon
     renewal, landlords resist paying leasing commissions but typically pay a
     portion of the full commission rate or a partial fee to the management
     company for its assistance in working with the tenant. Application of the
     renewal probabilities results in the following weighted average commission
     rate:


<TABLE>
<CAPTION>
==============================================================================================
                 Leasing Commission Projections for Expirations
==============================================================================================
                                                      Leasing                   Proportionate
                           Probability             Commissions                     Share of
                                                                                Commissions
==============================================================================================
        Small Tenants

<S>                           <C>                      <C>                          <C>  
        Turnover              40%          x           6.00%                        2.40%

        Rollover              60%          x           2.00%                        1.20%
        Weighted Average Commissions                                                3.60%
           Upon Lease Expiration
==============================================================================================

</TABLE>


     These weighted average commissions are applied to all expiring space and
     are not passed through to tenants.

     Capital Replacements/Reserves - Reserves for replacements should be (though
     as a practical matter, they may not be) set aside to accumulate an amount
     sufficient to replace and/or repair certain major building components,
     i.e., roof, HVAC system, etc. during the period under analysis. Based on
     our inspection and conversations with the property manager, the subject
     property appears to be in good condition overall. We have estimated capital
     reserves of $0.15 per net rentable square foot for 1997, increasing by 3.5
     percent per year throughout our analysis.

================================================================================

                                      -51-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                             Income Capitalization Approach
================================================================================

     Our projected expenses are predicated on the assumption that the property
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for fiscal year 1997/98 equates to $3,174,992 ($7.52 per square foot of
net rentable area), excluding capital replacements, tenant alterations and
leasing commissions. This projection is up about $0.62 per square foot from the
1997 budget estimate due primarily to the increase in management fees (1.5
percent up to 3.5 percent), and increased janitorial services.

     The expense growth rates incorporated in our projections result in a 2.9
percent annual compound growth rate over the holding period. The only expenses
that grow at a rate less than 3.5 percent annually are janitorial and management
fees. Janitorial and utility expenses are tied to occupancy, which is projected
to decline from its current level and then improve over the holding period.
Management fees are tied to revenues, which are projected to decline over the
near term. 

Discounted Cash Flow Analysis

     In the discounted cash flow analysis, we employed the PRO-JECT+ plus
software which allowed us to simulate the operating characteristics of the
property and to make a variety of operating assumptions. We attempted to reflect
the most likely investment assumptions of typical buyers and sellers in this
particular market segment.

Discounted Cash Flow Assumptions

     We used the following figures and assumptions in the computer model.

     Years in Forecast:                    15

     Holding Period:                       10

     Starting Date:                        July 1, 1997

     Market Rental Rate (Year 1)
             Floors 1-12:                  $15.00/SF
             Floors 14-24:                 $16.00/SF

     Annual Escalations:                   2.5%

     Miscellaneous Income:                 $4,000 per annum

     Parking Income                        $260,000 per annum, growing at 2.5%
                                           annually

     Growth in Market Rental Rate:         0% per annum for two years, 3.5% 
                                           thereafter

     Expense and Tax Pass-Throughs:        Gross leases - tenants pay pro-rata 
                                           share of real estate tax and 
                                           operating cost increases over a lease
                                           year base

================================================================================

                                      -52-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                             Income Capitalization Approach
================================================================================

     Expense Growth Rate:                  1.75% at the end of 1997, 3.5%
                                           thereafter

     Consumer Price Index:                 3.5% per annum

     Free Rent (All leases)                6 months for four years, 3 months for
                                           three years, none thereafter

     Lease Term (Typical)                  6 years

     Renewal Probability:                  60%

     Tenant Improvements - New Leases      $12.50/SF

     Tenant Improvements - 
       Renewing Leases                     $6.00/SF


     Leasing Commissions:
           New Leases                      6.0%
           Renewal Leases                  3.0%
           Weighted Avera                  4.2%

     Vacancy Between Leases:               12 months (prior to renewal
                                           probability of 60%; effective vacancy
                                           is 5 months for the first renewal, 4
                                           months thereafter

     Credit Loss:                          2.0% (average; applies to all
                                           tenants).

     Reversion Year:                       2008 (11th fiscal year).

     Reversion Cap Rate:                   10.5% (applied to net operating
                                           income).

     Reversion Selling Expenses:           3.0% (includes brokerage, legal fees
                                           and estimated transfer taxes).

     Discount Rate (IRR):                  12.0% (see Discount Rate Analysis).

Cash Flow Projection

     On the following page is our eleven year cash flow projection which
includes our ten year holding period and 11th year reversion. The cash flow
reflects the results of the PRO-JECT+ plus projection. Assumptions from the
model are included in the Addenda.

================================================================================

                                      -53-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                      Main Street Centre
                                                 Discounted Cash Flow Analysis
<TABLE>
<CAPTION>
==============================================================================================================
Fiscal Year End June 30:               1998           1999            2000            2001            2002 
==============================================================================================================
<S>                                 <C>             <C>             <C>             <C>             <C>       
Income
 Base Rental Income                 $8,463,040      $6,934,439      $6,431,983      $6,023,944      $7,502,732
 Expense Recoveries                    $96,476         $79,588         $79,127        $140,181        $246,195
                                       -------         -------         -------        --------        --------
Gross Rental Income                 $8,559,516      $7,014,027      $6,511,110      $6,164,125      $7,748,927

 Parking Income                       $263,250        $269,831        $276,577        $283,491        $290,579
 Antenna & Other Income               $283,681        $120,638          $4,203          $4,287          $4,373
 Less:  Credit & Collection Loss      (176,783)       (142,611)       (130,222)       (123,282)       (154,978)
Effective Gross Income              $8,929,664      $7,261,885      $6,661,668      $6,328,621      $7,888,901
                                    ----------      ----------      ----------      ----------      ----------
Expenses
 Utilities                            $706,125        $724,714        $750,079        $776,332        $803,504
 Janitorial                           $342,297        $326,639        $324,449        $373,390        $407,399
 Repairs & Maintenance                $340,958        $349,934        $362,181        $374,858        $387,978
 Contract Services                    $553,804        $568,383        $588,277        $608,866        $630,177
 Administrative                        $80,902         $83,032         $85,938         $88,945         $92,059
 Non-Recoverable Admin                $106,524        $109,328        $113,155        $117,115        $121,214
 Management Fee                       $312,538        $254,166        $233,159        $221,502        $276,112
                                      --------        --------        --------        --------        --------
             Variable Expenses      $2,443,148      $2,416,196      $2,457,238      $2,561,008      $2,718,443

 Real Estate Taxes                    $661,534        $678,950        $702,713        $727,308        $752,764
 Insurance                             $70,310         $72,161         $74,686         $77,300         $80,006
                                       -------         -------         -------         -------         -------
             Fixed Expenses           $731,844        $751,111        $777,399        $804,608        $832,770

TOTAL EXPENSES                      $3,174,992     $31,167,307      $3,234,637      $3,365,616      $3,551,213
                                    ----------     -----------      ----------      ----------      ----------

Net Operating Income                $5,754,672      $4,094,578      $3,427,031      $2,963,005      $4,337,688

 Capital Reserves                       63,346          64,455          66,711          69,046          71,462
 Tenant Improvements                   373,991         550,872       1,181,392         772,340         159,353
 Leasing Commissions                   138,283         235,334         507,164         343,947          75,111
                                    --------------------------------------------------------------------------

Cash Flow                           $5,179,052      $3,243,917      $1,671,764      $1,777,672      $4,031,762

<CAPTION>
===============================================================================================================================
Fiscal Year End June 30:                  2003            2004            2005            2006            2007            2008
===============================================================================================================================
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>       
Income
 Base Rental Income                 $7,510,154      $6,949,449      $7,568,998      $7,316,475      $7,824,187      $8,654,620
 Expense Recoveries                   $316,204        $345,707        $396,014        $325,351        $256,005        $341,850
                                      --------        --------        --------        --------        --------        --------

Gross Rental Income                 $7,826,358      $7,295,156      $7,965,012      $7,641,826      $8,080,192      $8,996,470

 Parking Income                       $297,843        $305,289        $312,922        $320,745        $328,763        $336,982
 Antenna & Other Income                 $4,460          $4,550          $4,641          $4,734          $4,828          $4,925
 Less:  Credit & Collection Loss      (156,527)       (145,903)       (159,300)       (152,836)       (161,604)       (179,929)
                                      --------        --------        --------        --------        --------        -------- 
Effective Gross Income              $7,972,134      $7,459,092      $8,123,275      $7,814,469      $8,252,179      $9,158,448

Expenses
 Utilities                            $831,626        $860,733        $890,859        $922,039        $954,310        $987,711
 Janitorial                           $412,801        $414,655        $424,665        $433,429        $456,444        $495,696
 Repairs & Maintenance                $401,557        $415,611        $430,158        $445,213        $460,795        $476,923
 Contract Services                    $652,233        $675,061        $698,688        $723,142        $748,452        $774,648
 Administrative                        $95,281         $98,615        $102,067        $105,639        $109,337        $113,163
 Non-Recoverable Admin                $125,457        $129,848        $134,392        $139,096        $143,965        $149,003
 Management Fee                       $279,025        $261,068        $284,314        $273,506        $288,826        $320,546
                                      --------        --------        --------        --------        --------        --------
             Variable Expenses      $2,797,980      $2,855,591      $2,965,143      $3,042,064      $3,162,129      $3,317,690

 Real Estate Taxes                    $779,110        $806,379        $834,602        $863,813        $894,047        $925,338
 Insurance                             $82,806         $85,704         $88,704         $91,809         $95,022         $98,348
                                       -------         -------         -------         -------         -------         -------
             Fixed Expenses           $861,916        $892,083        $923,306        $955,622        $989,069      $1,023,686

TOTAL EXPENSES                      $3,659,896      $3,747,674      $3,888,449      $3,997,686      $4,151,198      $4,341,376
                                    ----------      ----------      ----------      ----------      ----------      ----------

Net Operating Income                $4,312,238      $3,711,418      $4,234,826      $3,816,783      $4,100,981      $4,817,072

 Capital Reserves                       73,963          76,552          79,232          82,005          84,875          87,845
 Tenant Improvements                   213,626       1,266,128         321,418       1,174,181       1,563,517         202,741
 Leasing Commissions                   100,692         585,870         155,990         554,494         747,890          99,455
                                    ------------------------------------------------------------------------------------------

Cash Flow                           $3,923,957      $1,782,868      $3,678,186      $2,006,103      $1,704,699      $4,427,031


</TABLE>

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Income Capitalization Approach
================================================================================

Terminal Capitalization Rate Selection

     We derived the terminal capitalization rate from an analysis of the actual
market sales in the Sales Comparison Approach and information noted in the real
estate investment market. The capitalization rate or cap rate is computed by
dividing net operating income by the sales price. The market derived overall
capitalization rates from the comparable sales are as follows:

                    =================================================
                            Summary of Capitalization Rates
                    =================================================
                     Sale            Capitalization        Occupancy
                      No.                Rate                %
                    =================================================
                      1                   10.8%            100.0%
                      2                   10.2%             99.0%
                      3                    9.4%            100.0%
                      4                    9.4%            100.0%
                   ==================================================
  
     The OARs for the comparable sales from which we were able to derive
capitalization rates ranged from 9.4 to 10.8 percent, with a mean of 9.95
percent. Sales 1 and 2 are typical multi-tenant buildings with high occupancies,
like the subject would be at the end of the holding period.

     With regards the terminal capitalization rate, however, the property would
be older, so terminal capitalization rates would be 50 to 100 basis points
higher than the going in rates, or say in the 10.0 to 11.5 percent range based
on the comparable sales data. Indicators of terminal capitalization rates were
not available from any of the sales. Based on the subject's age, condition, and
competitiveness at the end of the holding period, we would conclude to 10.5 to
11.0 percent reversionary capitalization rate, explicitly recognizing that the
subject's occupancy is high in that year and that investors typically use higher
rates for properties that are above stabilization.

     We consulted local brokerage sources who indicated that competition is
adequate among buyers for investment-grade office buildings in downtown Richmond
and that the subject property would be viewed favorably by the investment
community.

     Cushman and Wakefield has surveyed national real estate investors for their
investment objectives as of the Winter of 1996. This information includes
parameters relative to going-in cap rates, terminal capitalization rates, and
IRRs for specific property types. A copy of this survey can be found in the
Addenda.


================================================================================

                                -55-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                             Income Capitalization Approach
================================================================================


<TABLE>
<CAPTION>
===============================================================================================
                 Cushman & Wakefield Investor Survey
                             Autumn 1996

           Offices-Urban/CBD, Class-A - Value Added Asset
===============================================================================================
                      Going-in         Terminal                        Income         Expense
                      Cap Rate         Cap Rate            IRR         Growth         Growth
===============================================================================================
<S>                   <C>              <C>             <C>             <C>            <C>     
Overall Range         8.0-12.0%        8.5-11.0%       11.0-20.0%      0.0-8.0%       3.0-5.0%
Average Low/
Average High        9.4 /10.0%       9.6 /10.2%       12.8 /13.5%    3.5 /4.6%      3.5 / 3.9%
===============================================================================================

</TABLE>

     The preceding table summarizes the investment parameters of some of the
most prominent investors currently acquiring investment-grade urban CBD office
properties in the United States. Generally speaking, our survey reveals terminal
capitalization rates of 8.5 to 11.0 percent with the average low and high
responses of 9.6 and 10.2 percent for investment grade Class A - Value Added
offices in CBD urban locations.

     We also considered the Korpacz Real Estate Investor Survey for the First
Quarter 1997 for the National CBD Office Market. It showed terminal cap rates
ranging from 8.25 to 12.0 with an average of 9.6 percent. The average has up one
basis point in the last 12 months.

     The downtown Richmond area has been consistently identified as a secondary
market for investment for many years. This perception may be turning around as
the suburban markets continue to be aggressively leased and as occupancies in
the downtown market improve. Consequently, we concluded that rates at the middle
of the surveyed responses would be appropriate for office property like the
subject.

     In our DCF model, we selected a terminal capitalization rate that accounted
for the anticipated holding period and reflected the subject's tenancy, quality
and location. This rate also reflected the risk involved in our DCF analysis
based on the income and expense projections that were modeled, as well as the
approximate age of the property at the end of the holding period. The rate we
selected reflects the stable tenancy and its good position in the market. Thus,
we are of the opinion that a 10.0 percent terminal capitalization rate would be
appropriate to apply to the subject's projected net operating income at
reversion.

     From this projected sales price, the estimated costs of sale for such items
as real estate commissions, closing costs, legal fees, and so on, must be
deducted. Sales commissions, usually paid by the seller, are in the range of 1.5
to 3.0 percent. Thus, we estimate the seller's portion of closing costs,
commissions, legal fees, etc. to be 3.0 percent of the sales price.

     Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal

================================================================================

                                      -56-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Income Capitalization Approach
================================================================================

     rates of return, overall rates, and income and expense growth rates
considered acceptable by respondents.

    ==============================================================
                           Autumn 1996 Investor Survey
                       For Urban Class A Office Buildings
    ==============================================================
                 GOING-IN         TERMINAL               IRR
    --------------------------------------------------------------
               Low      High     LOW      High     LOW     High
    ==============================================================
      Mean    9.20%    9.60%    9.20%    9.70%   11.70%    12.0
    --------------------------------------------------------------
     Range    8.00%    13.0%    8.00%    11.0%    10.0%    15.0
    ==============================================================


     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality urban office properties in
the United States. The entire survey is included in the Addenda to this report.

     The wide range of investment parameters indicates that property risk and
yield are assessed to a particular investment property based on a variety of
variables. Risk is the primary determinant, and the risk variables include
whether current contract rents are significantly above or below current market
rents; the amount and timing of tenant roll-overs; the risk to lease-up the
property and the strength of the market during the lease-up period; the
durability of the cash flow, and its ability to increase with inflation along
with the creditworthiness of the existing tenancy; investor demand for the
property type; the diversification of the metropolitan area; the property's
location within the local market and the supply and demand for the property type
within the market; and the effective age of the property.

     Institutional investors in Class A, CBD office buildings settings are
currently requiring discount rates (before tax yield rates) ranging from 10.0 to
15.0 percent, with low and high averages of 11.7 and 12.0 percent. These rates
relate to well-located, investment grade properties with the potential to add
value through leasing or improvements (note the Investor Survey located in the
Addenda of this report). By comparison, the Korpacz Real Estate Investor Survey
for the National CBD Office Market showed equity IRRs between 10.0 and 15.0
percent, with an average of 11.7 percent. Value added assets typically reflect
higher averages, as shown earlier.

     In selecting an appropriate rate, consideration must be given not only to
available yields on alternative investments, but also to the property's
location, age and condition, as well as our degree of confidence in the
assumptions made in our DCF model. Based on current yields cited in the investor
survey and those for alternative competitive investments, and in particular
given the assumptions about rent growth and absorption, investors would be
likely to apply discount rates consistent with the lower-middle of the survey
data, or 12.0 percent. Accordingly, we chose to discount the subject's income
stream at a 12.00 percent rate (annual before tax yield).

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the

================================================================================

                                      -57-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Income Capitalization Approach
================================================================================

verification process and are actually only target rates of the buyer at the time
of sale. The property's performance will ultimately determine the actual yield
and capitalization rate at the time of sale after a specific holding period. We
have found that, in improving markets or with above average properties, demand
will be high and transactional rates may be lower than target rates that are
quoted in surveys. We have tried to recognize this factor in our choice of these
two rates for our cash flow model.

     Ten-Year Cash Flow Analysis

     Based on the discount rate selected above, we estimate property value at
$32,400,000 rounded. The 11-year valuation table is presented on the following
page.

================================================================================

                                      -58-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>

                                                         Main Street Centre

                                                         Richmond, Virginia

                                                    Discounted Cash Flow Analysis

====================================================================================================================================
                            Net                           Discount         Present                                         Cash on
       Fiscal              Cash                           Factor@         Value of                     Composition            Cash
        Year               Flow                              12.00%      Cash Flows                    of Yield             Return
====================================================================================================================================

<S>     <C>           <C>                                <C>             <C>                             <C>                <C>  
        1998          $   5,179,052           x          0.892857        $4,624,154                      14.3%              16.0%
        1999          $   3,243,917           x          0.797194        $2,586,031                       8.0%              10.0%
        2000          $   1,671,764           x          0.711780        $1,189,929                       3.7%               5.2%
        2001          $   1,777,672           x          0.635518        $1,129,743                       3.5%               5.5%
        2002          $   4,031,762           x          0.567427        $2,287,730                       7.1%              12.4%
        2003          $   3,923,957           x          0.506631        $1,987,999                       6.1%              12.1%
        2004          $   1,782,868           x          0.452349          $806,479                       2.5%               5.5%
        2005          $   3,678,186           x          0.403883        $1,485,558                       4.6%              11.3%
        2006          $   2,006,103           x          0.360610          $723,421                       2.2%               6.2%
        2007          $   1,704,699           x          0.321973          $548,867                       1.7%               5.3%

Total Present Value of Cash Flows                                       $17,369,909                     53.6%               8.9%
                                                                                                                         Average
Reversion:

        2008              $4,817,072                        10.00%      $48,170,720
                      Less: Cost of Sale@                    3.00%      ($1,445,122)
                                                                        -----------
                      Net Reversion                                     $46,725,598
                      X Discount Factor                                    0.321973
                                                                        -----------

                      * Net Operating Income

Total Present Value of Reversion                                        $15,044,392                     46.4%

Total Present Value                                                     $32,414,301                    100.0%
                                                                         
                 ROUNDED:                                               $32,400,000
                                                                        ===========

     ------------------------------------------------------------------------------
     Net Leasable Area (S.F.):                                              422,309
     Per Square Foot of Net Rentable Area                                    $76.72

     Implicit Going-in Capitalization Rate:

     Year One NOI                     (12 Months)                        $5,754,672
     NOI Annualized                                                      $5,754,672
     Going-In Cap Rate                                                        17.8%
     ------------------------------------------------------------------------------


====================================================================================================================================



</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                             Income Capitalization Approach
================================================================================

Reconciliation Within Income Capitalization Approach

     Using the above indicated rates of return, our cash flow model indicated a
value of $32,400,000, rounded, or $76.72 per square foot, as shown on the
preceding page. This value estimate produces a very high implied going-in
capitalization rate of 17.8 percent, which falls well above the upper end of the
range generally required by investors as noted in the Cushman & Wakefield
Investor Survey. As discussed earlier, going-in rates derived from the
comparable sales were mostly between 9.4 and 10.8 percent. The primary factor
impacting the high going-in rate is that the property's current tenancy includes
a number of tenants paying rent that is $5 to $10 per square foot more than
market with an average rent for the occupied space of $21.60 per square foot.
This compares with a market rent estimate closer to $16.00 per square foot. Upon
rollover, we are assuming that new leases will be executed at market levels.
Given these items, an implied going-in rate well above those of the sales is
logical.

     Regarding the composition of the yield, as analyzed in the Discounted Cash
Flow Analysis chart, 54 percent of the subject's ultimate yield is derived from
the cash flow of the property with the balance attributable to the reversion or
resale of the property at the conclusion of the holding period. Typical investor
requirements dictate that a substantial amount of the value be derived from the
cash flow. Greater risk would be evident when the reversion provides a larger
percentage of the overall return than the cash flows. In this instance, the
relationship is consistent with investor expectations.

     Thus, it is our opinion that the prospective market value of the property,
as of July 1, 1997, by the Income Capitalization Approach, is $32,400,000 which
equates to $76.72 per square foot of net rentable building area.

     Value Indicated by Discounted Cash Flow Analysis:            $32,400,000


================================================================================

                                      -60-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                    Reconciliation And Final Value Estimate
================================================================================

     We have considered all of the traditional approaches to estimating market
value of commercial real estate in our analysis. Two of the three traditional
approaches were utilized, indicating the following values for the subject
property.

     Sales Comparison Approach                  $28,900,000 to $31,500,000

     Income Capitalization Approach                            $32,400,000

     The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. Hence, the Cost
Approach requires extensive market data to derive estimates of depreciation and
to determine the value of land as if vacant. This approach may also require
income data in order to make adjustments for functional and economic
obsolescence. The Sales Comparison Approach requires application of methods from
the Income Capitalization Approach in order to make adjustments for differences
in income that have influenced the sale price. Consideration of market data is
also required for the Income Capitalization Approach in the selection and
application of equity, capitalization and discount rates, and estimation of
income and expenses. Consequently, it is our opinion that purchasers and
sellers, at least intuitively, consider components of all three approaches in
the process of negotiating an acceptable price for a particular property.

     It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

     There are several additional reasons why the Sales Comparison Approach does
not form the basis of our value estimate for the subject property. The quantity
and quality of market information inhibits the use of the Sales Comparison
Approach. Inadequacy of information regarding gross and net income, lease
details and expenses of comparable sales often deters accurate and relevant
adjustments of unit price indicators. Comparison at a dollar per square foot
level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

     In light of the above, we are of the opinion that the market value of the
leased fee estate in the property, as of July 1, 1997, was:

                THIRTY TWO MILLION FOUR HUNDRED THOUSAND DOLLARS
                                   $32,400,000

================================================================================

                                      -61-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                    Reconciliation And Final Value Estimate
================================================================================

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. (Marketing time is subsequent to
the effective date of the appraisal and exposure time is presumed to precede the
effective date of the appraisal.) The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

     We believe, based on the assumptions employed in our analysis, as well as
our selection of investment parameters for the subject, that our value
conclusions represent a price achievable within a 12 to 24 month marketing time
on the open market.

================================================================================

                                      -62-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

                                                   

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W' means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

4.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&Ws prior written consent. Reference to the Appraisal Institute or
     to the MAI designation is prohibited.

5.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

================================================================================

                                      -63-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Assumptions And Limiting Conditions
================================================================================


6.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

7.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser has not reviewed lease documents and assumes no responsibility
     for the authenticity or completeness of lease information provided by
     others. C&W recommends that legal advice be obtained regarding the
     interpretation of lease provisions and the contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     lask to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.


================================================================================

                                      -64-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                      CERTIFICATION OF APPRAISAL
================================================================================

                                                            

We certify that, to the best of our knowledge and belief:

1.   Steven A. Studabaker, MAI, inspected the property and wrote the report.
     Donald R. Morris, MAI, Manager, Cushman & Wakefield of Washington D.C.,
     Valuation Advisory Services, also inspected the property and has reviewed
     and approved the report.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Steven A. Studabaker, MAI, and Donald R.
     Morris, MAI, have completed the requirements of the continuing education
     program of the Appraisal Institute.

10.  It is our opinion that the estimated prospective market value of the
     subject property, in as-is condition, as of the effective date of the
     appraisal, July 1, 1997, was $32,400,000.

              

/s/ Steven A/Studabaker, MAI
- -------------------------------------------------------
Steven A/Studabaker, MAI
Virginia (Certified General Appraiser No. 4001-001111

[SEAL] COMMONWEALTH OF VIRGINIA




/s/ Donald R. Morris, MAI
- -------------------------------------------------------
Donald R. Morris, MAI
Virginia Certified General Appraiser, No. 4001-02465 


[SEAL] COMMONWEALTH OF VIRGINIA


================================================================================

                                      -65-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



                                                                         Addenda
================================================================================

                      














================================================================================

                                      -66-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>







                                Legal Description






 
<PAGE>




================================================================================

PROPERTY: MAIN STREET CENTRE BUILDING

ADDRESS: 600 EAST MAIN STREET
         RICHMOND, VIRGINIA

LEGAL DESCRIPTION:

          Beginning at a point on the south line of a now or former public
          alley, said point being 168.48 Feet south of the southwest
          intersection of East Franklin Street and North 7th Street; thence
          along the west line of North 7th street, 158.75 feet to a point at the
          northwest intersection of East Main Street and North 7th Street, said
          point being marked by an iron pin; thence at an angle to the left
          90(degrees) 11'12", 261.25 Feet along the north line of East Main
          Street to a point at the northeast intersection of East Main Street
          and North 6th Street, said point being marked by a copper pin; thence
          at an angle to the left 89(degrees)40'55", 190.06 feet along the east
          line of North 6th Street to a point; thence at an angle to the left
          90(degrees)13'20", 120.20 feet to a point on the west line of a public
          alley; thence at an angle to the left 89(degrees)46'38", 31.11 feet
          along the west line of a public alley to a point; thence at an angle
          to the left 270(degrees)19'07", 140.69 feet along the south line of a
          public alley to the point of beginning and containing 1.038 acres.

================================================================================
                                                     

                               LEGAL DESCRIPTION

<PAGE>




                       Downtown Richmond Office Inventory


<PAGE>

================================================================================
                              Office Market Survey
                                Downtown Richmond
- --------------------------------------------------------------------------------
                             Bldg.        Size         Available      Asking
No.     Building             Class        Sq.Ft.         Sq.Ft.     Rate/Sq.Ft.
================================================================================
Class A Buildings:

1   Crestar Building           A         450,000         -O-         $19.00

2   Federal Reserve Building   A         700,000         -O-         $17.00

3   Main Street Centre         A         422,309      31,597     $17.00 - $18.00

4   One James Center           A         424,514      13,425         $21.00

5   Riverfront Plaza           A         899,727      28,525         $21.50

6   Two James Center           A         334,000         -O-         $21.00

7   Three James Center         A         233,000      75,000         $19.00

8   Eighth & Main Building     A-        323,937      91,052     $15.50 - $17,00
    ----------------------               -------      ------     ---------------
    Class A Subtotals                  3,787,487     239,599     $15.50 - $21.50

                                        Vacancy:        6.3%

    Class B Buildings

9   Nations Bank Center        B+        545,316      38,000         $15.00

10  10 South 6th Street        B          35,418       6,400         $12.00

11  107 South 5th Street       B          89,000        -O-          $12.00

12  1204 East Main Street      B          59,355        -O-          $15.00

13  201 West Broad Street      B          50,000       5,256         $11.00

14  600 East Broad Street      B         213,266         -O-         $15.00

15  629 East Main Street       B         113,500         -O-         $12.00

16  700 Building               B         174,500      16,000         $13.00

17  7th and Franklin Building  B         168,000      25,275         $12.00

18  Chesterman Place           B          35,523      12,345         $12.00

19  Commercial Block           B          45,000       4,500         $13.00

20  Dalkon Shield Building     B          90,000      90,000         $14.00

21  Davenport Building         B          27,250        -O-          $15.00

22  Exchange Place             B          82,000       3,050         $13.00

23  First National
     Bank Building             B         158,904      16,332         $14.00

24  One Capital Square         B         207,699     191,083         $13.00

25  Mutual Building            B         111,812        -O-          $14.50

26  Old City Hall              B          82,680       8,904         $17.00

27  One Franklin Square        B         133,910       6,309         $15.50

28  Ross building              B         246,000     149,572         $13.00

29  Shockoe Center Building    B          53,000       4,100         $13.00
    -----------------------               ------       -----         ------

    Class B Subtotals:                 2,722,133     577,126    $11.00 - $17.00
                                       Vacancy:         21.2%


================================================================================
                                   Page 1 of 2


<PAGE>
================================================================================
                              Office Market Survey
                                Downtown Richmond
- --------------------------------------------------------------------------------
                             Bldg.        Size         Available      Asking
No.     Building             Class        Sq.Ft.         Sq.Ft.     Rate/Sq.Ft.
================================================================================
    Class C Buildings
30  401 East Main Street       C          36,000      36,000         $11.00

31  501 East Franklin Street   C          45,000      35,000         $12.50

32  Atlantic Life Building     C          89,000      89,000         $10.00

33  Central Fidelity Bank      C         200,000     200,000         $12.00

34  Heritage Building          C          78,726      17,611         $11.00

35  Ironfronts                 C          67,567       4,686         $12.00

36  Linden Tower               C          39,283       9,200         $10.00

37  Masonic Building           C          23,000         -0-         $10.00

38  Plantation House           C          67,000      11,983         $12.00

39  Professional Building      C          40,000      22,000         $10.00

40  Richmond Plaza             C         264,250      34,231         $13.50

41  Segal Building             C          40,000      14,500         $10.00
    --------------                        ------      ------         ------

    Class C Subtotals:                   989,826     474,211    $10.00 - $13.50

                                        Vacancy:        47.9%

- --------------------------------------------------------------------------------
    Totals:                            7,499,446    1,290,936        Range:
                                        Vacancy:        17.2%   $10.00 - $21.50
- --------------------------------------------------------------------------------


================================================================================

                                   Page 2 of 2


<PAGE>


                                  Stacking Plan
                                       and
                                   Floor Plans


<PAGE>



                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>



                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>



                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219



<PAGE>




                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>




                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219



<PAGE>




                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>



                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>




                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>




                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>




                                  [FLOOR PLAN]

                                [GRAPHIC OMITTED]

                                  Floor Detail

                               Main Street Centre

                 600 East Main Street - Richmond, Virginia 23219


<PAGE>


                             Improved Sales Comparables


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================


I-1                                               Sale

Building Name:                                    Liberty Mutual Office Building

Location:                                         4101 Cox Road
                                                  Richmond, Henrico, VA

Parcel Number:                                    78-A2-9A and 91 (old tax maps)

Grantor:                                          Home Beneficial Life Insurance
                                                  Company

Grantee:                                          Highwoods/Forsyth Limited
                                                  Partnership

Date of Sale:                                     12/23/96

Recording Data:                                   Deed Bood 2691, Page 2034

Recording Date:                                   12/23/96

Physical Description:

 Land Area:                                       4.49 Acres
 Gross Building Area:                             61,591 Square Feet
 Net Rentable Area:                               58,184 Square Feet
 Year Built:                                      1990
 Occupancy at Sale:                               100 %
 Parking:                                         Surface; ample
 Quality:                                         Good
 Construction:                                    Steel Frame; brick/glass
 Zoning:                                          0-3C, Conditional Office
 Stories:                                         3

Sale Price:                                       $6,000,000

Terms of Sale:                                    $3.5M DOT from seller; grantee
                                                  verified that terms of financg
                                                  were at market and cash equiv.

Economic Indicators:
 Effective Gross Income:                          $940,000                Actual
 Less: Operating Expenses:                        $290,000                Actual
 Net Operating Income:                            $650,000                Actual

Appraisal Indicators:
 Effective Gross Inc. Mult.:                      6.38
 Overall Rate (OAR):                              10.83%


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================

I-1 Continued

Sale Price/Square Foot (GSF):                 $97.42

Sale Price/Square Foot (RSF):                 $103.12

Prior Sale (Dec 1993):                        $5,050,000, incl. 2.905 Ac excess 
                                              land

Major Tenants:                                Capital One (35K SF), Liberty 
                                              Mutual

Average Rent:                                 $16.00/SF

Operating Expenses:                           $4.98/SF (actual)

COMMENTS:

This is the sale of a good quality, Class A suburban office building located
near the entrance to Innsbrook Corporate Park, one of the strongest suburban
office submarkets in the Richmond region.

At the time of sale, the building was 100 percent occupied. The income and
expense data was reported actual based on 100 percent occupancy. The property is
more likely over time to be stabilized at a lower level. Adjusting to a 97%
occupancy, the resulting implied going in capitalization rate is 10.0 percent.

The 2.905 acres of excess land formerly sold with the property has been
subdivided and sold to a hotel developer for $550,000, or $189,329 per acre and
$4.35/SF.

DCA4-4233


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================

 I-2                                              Sale

 Building Name:                                   Aetna Building

 Location:                                        4701 4600 Cox Road
                                                  Innsbrook
                                                  Richmond, Henrico County, VA

 Parcel Number:                                   28-1 -A-2A

 Grantor:                                         4701 Cox Road, L.P.

 Grantee:                                         Highwoods/Forsyth Limited
                                                  Partnership

 Date of Sale:                                    06/20/96

 Recording Data:                                  Deed Book 2656, Page 1793

 Recording Date:                                  06/20/96

 Physical Description:

  Land Area:                                      379,059 Square Feet
                                                  8.70 Acres

  Gross Building Area:                            101,293 Square Feet
  Net Rentable Area:                              100, 178 Square Feet
  Year Built:                                     1990
  Occupancy at Sale:                              99 %
  Parking:                                        Surface, Ample
  Quality:                                        Good
  Construction:                                   Steel Frame, Glass
  Zoning:                                         O-3C, Conditional Office
  Stories:                                        4

 Sale Price:                                      $10,750,000

 Terms of Sale:                                   Cash to seller and assumption
                                                  of a $5.OM DOT with a balance
                                                  of $4,910,911. Indicated to
                                                  be cash equivalent by seller.

 Economic Indicators:
  Effective Gross Income:                         $1,600,000            Estimate
  Less: Operating Expenses:                       $505,000              Estimate
  Net Operating Income:                           $1,095,000            Estimate

 Appraisal Indicators:
  Effective Gross Inc. Mult.:                     6.72


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================

I-2 Continued

     Overall Rate (OAR):                     10.2%

Sale Price/Square Foot (GSF):                $106.13

Sale Price/Square Foot (RSF):                $107.31

Estimated Rents:                             $16.00 to $16.50/SF, Full Service

Estimated Operating Expenses:                $4.50/SF

Prior Sales:                                 $5.OM (July 1993); $8.5M (Nov 1994)

COMMENTS:

     This is the sale of a Class A suburban office building in Richmond's best
     office park: Innsbrook Corporate Center. The building was 99 percent leased
     at the time of sale and in good condition. Income and expense estimates
     were provided by parties familiar with the transaction and the property.

     After building the property in 1990, Aetna reduced its workforce and
     vacated about 56,000 square feet. The premises were sold at a distressed
     sale in 1993 for $5.0 million. The investors new Aetna was going to be
     reducing its needs but viewed the vacancy as a long term opportunity to
     improve rents after a soft market.

DCA4-4234


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================

I-3                                               Sale

Building Name:                                    Markel Building

Location:                                         4551 Cox Road
                                                  Richmond, Henrico, VA

Parcel Number:                                    038-3-D-lB

Grantor:                                          Essex Insurance Company
                                                  (Markel Corporation)

Grantee:                                          The Prudential Insurance Com-
                                                  pany of America

Date of Sale:                                     07/19/95

Recording Data:                                   Deed Book 2594, Page 1039

Recording Date:                                   07/21/95

Physical Description:

 Land Area:                                       275,822 Square Feet
                                                  6.33 Acres
 Gross Building Area:                             72,260 Square Feet
 Net Rentable Area:                               71,745 Square Feet
 Year Built:                                      1987
 Parking:                                         Surface, Ample
 Quality:                                         Good
 Construction:                                    Steel Frame, Masonry/Refl Glas
 Zoning:                                          0-3C
 Stories:                                         4

Sale Price:                                       $7,100,000

Terms of Sale:                                    Sale/Leaseback between Markel
                                                  Corp and Prudential Realty.

Economic Indicators:

 Net Operating Income:                            $667,400      Buyer's Proforma

Appraisal Indicators:
 Overall Rate (OAR):                              9.4%
 Discount Rate (IRR):                             11.25%

Sale Price/Square Foot (GSF):                     $98.26

Sale Price/Square Foot (RSF):                     $98.96


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================

I-3 Continued

Legal Description:                                Part of Blk D, Sec K, 
                                                  Innsbrook

Prior Sale:                                       $7.2M, Sep-94 from Mark IV 
                                                  Realty Corp.

COMMENTS:

This is the sale/leasback of a four-story, Class-A office building is very good
condition located at the corner of Cox Road and Village Run. The building
continues to be occupied by the Markel Corporation (seller) under the terms of a
long term lease.

Based on conversations with Prudential Realty, the lease rates for the two
buildings are between $9.25 and $9.75 per square foot and may not be exactly the
same. The leases had fixed annual increases between 1 % and 2% and were full
triple net leases with the tenant responsible for all structural maintenance. In
doing the analysis, Prudential did not include a vacancy/collection factor but
did include a management fee of about 1 % of EGI and did include a reserve for
replacements of $0.05/SF. They estimated the implied going-in capitalization
rate on NOI after management fees and reserves to be 9.4%.

By contrast, the seller indicated that the net rental rate for the two buildings
was $1,805,000 in year one, or an implied going-in capitalization rate of 9.3%.
They showed the lease on the Markel Building being for a ten year term at
$9.50/SF with 2.0% per year escalators. The leases included two renewal options
with five year terms.

         DCA4-1900


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================

I-4                                               Sale

Building Name:                                    Mercer Plaza

Location:                                         4600 Cox Road
                                                  Richmond, Henrico, VA

Parcel Number:                                    028-05-01-1 B

Grantor:                                          Evanston Insurance Company
                                                  (Markel Corporation)

Grantee:                                          The Prudential Insurance Com-
                                                  pany of America

Date of Sale:                                     07/21/95

Recording Data:                                   Deed Book 2594, Page 1045

Recording Date:                                   07/21/95

Physical Description:

 Land Area:                                       372,482 Square Feet
                                                  8.55 Acres

 Gross Building Area:                             124,734 Square Feet
 Net Rentable Area:                               124,734 Square Feet
 Year Built:                                      1991
 Parking:                                         Surface, Ample
 Quality:                                         Good
 Construction:                                    Steel Frame, Reflective Glass
 Stories:                                         4

Sale Price:                                       $12,300,000

Terms of Sale:                                    Sale/Leaseback of two building
                                                  between Markel Corp and Pru-
                                                  dential Realty

Appraisal Indicators:
 Overall Rate (OAR):                              9.4%
 Discount Rate(IRR):                              11.25%

Sale Price/Square Foot (GSF):                     $98.61

Sale Price/Square Foot (RSF):                     $98.61

Legal Description:                                WL of Cox Road, Sec M, 
                                                  Innsbrook


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================

I-4 Continued

COMMENTS:

     This is the sale/leaseback of a four-story, Class-A, reflective glass
     office building located on one of the premiere lots on the lake in
     Innsbrook. It sits prominently on the water line on the west side of Cox
     Road.

     This is one of two buildings sold under a sale/leaseback by the Markel
     Corporation to Prudential Realty. The two buildings were master leased by
     the Markel Corp. under long term leases with two renewal options of five
     years each. The Markel Corporation indicated that the lease on Mercer Plaza
     had a 12 year term with an initial rent of $9.50/SF, NNN, with the tenant
     responsible for all operating expenses. The leases included annual
     escalations of 2.0%. The rental rate on the renewal options was 85% of
     market. Based on the seller's data, the aggregate rent for the two
     buildings was $1,805,000 per year, equating to a 9.3% going-in
     capitalization rate.

     By contrast, Prudential realty indicated that the lease rates were
     different for the two buildings, between $9.25 and $9.75/SF with fixed
     annual increases between one and two percent. They deducted a small
     management fee and reserves for capital replacements ($0.05/SF) from rents
     to arrive at an implied going-in capitalization rate of 9.4%. Their
     discounted cash flow analysis used an IRR of between 11.0 and 11.5%.

DCA4-1901


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================

I-5                                          Sale

Building Name:                               Old Farm Bureau Building

Location:                                    200 West Grace Street
                                             Richmond, VA

Parcel Number:                               WOOO-0148/022 and WOOO-0127/011-024

Grantor:                                     Virginia Farm Bureau Mutual
                                             Insurance Co.

Grantee:                                     City of Richmond

Date of Sale:                                09/13/96

Recording Data:                              Deed Book, Page N/A

Physical Description:

  Land Area:                                 70,919 Square Feet
                                             1.63 Acres

  Gross Building Area:                       110,532 Square Feet
  Year Built:                                1963
  Parking:                                   340 spaced attached parking dk
  Construction:                              Steel/concrete frame,Brick Ext
  Stories:                                   5

Sale Price:                                  $3,400,000

Terms of Sale:                               Cash to Seller

Sale Price/Square Foot(GSF):                 $30.76

COMMENTS:

Property includes a 340 space attached parking deck and two vacant,
non-contiguous sites in the block east of the main building. The City government
plans to renovate the existing office building, at a cost of $7,000,000 to house
the Police Department headquarters, and may build a $2,00,000 headquarters for
the Fire Department on the vacant site. The property had been on the market
since early 1993, originally asking $5,250,000.


DCA4-4249

<PAGE>


                                                        OFFICE BUILDING SALE
================================================================================

I-6                                          Sale

Building Name:                               Intermart Building

Location:                                    830 East Main Street
                                             Richmond, VA

Parcel Number:                               WOOO-0005/017

Grantor:                                     Suddeutsch Immobilien
                                             Vermogensverwaltungs, GMBH

Grantee:                                     Fox River Real Estate
                                             Holdings I, LLC

Date of Sale:                                07/31/96

Recording Data:                              Deed Book, 9600 Page 16115

Recording Date:                              08/05/96

Physical Description:

  Land Area:                                  14,878 Square Feet
                                              0.34 Acres
  Gross Building Area:                        243,579 Square Feet
  Net Rentable Area:                          208,573 Square Feet
  Year Built:                                 1965
  Parking:                                    no off-street parking
  Construction:                               Stl/Con. Frame & GIs/Stn Walls
  Stories:                                    25

Sale Price:                                  $3,000,000

Terms of Sale:                               Cash to seller

Sale Price/Square Foot (GSF):                $12.32

Sale Price/Square Foot (RSF):                $14.38

COMMENTS:

This building was extensively renovated in 1990,
with new mechanical systems, but never succeeded
in attracting tenants. It has remained almost
entirely vacant and in need of tenant fit-up. The
property has no off-street parking, and the small
floor plate is less efficient than typical CBD
high-rises. The property had listed for sale since
late 1994, asking $7,000,000. The buyer is an


<PAGE>




                                                       OFFICE BUILDING SALE
================================================================================


I-6 Continued

Illinois based investor in office buildings. The
building will be renamed One Capital Square.








DCA4-4250



<PAGE>



                            Pro-Ject +plus Assumptions Reports



<PAGE>



             MAIN STREET CENTRE (7102)
             PROJECT DESIGNATOR: 7102
             REVISION: 7/1/97 @ 19:30
                  TENANT REGISTER



TENANT                                 SQUARE FEET    BEGIN DATE     END DATE
- --------                               -----------    ----------     --------
#  1 - ARA SERVICES                          3,866        7/1992       6/1997
#  2 - MANAGEMENT OFFICE                     1,688        1/1995      12/2010
#  3 - SUITE  0101 JEFFERSON NATIONAL        2,732        5/1994       4/2004
#  4 - SUITE  0102 VACANT                    2,869        9/1998       8/2003
#  5 - SUITE  0103 VACANT                    1,584        9/1998       8/2003
#  6 - SUITE  0201 KELLEY  SERVICES          2,525       12/1994      11/1999
#  7 - SUITE  0202 CHARLES THALHIMER           496        8/1991       7/1998
#  8 - SUITE  0203 JENKINS, BLOCK            1,941        2/1994       1/1999
#  9 - SUITE  0301 DEAN WITTER              11,050       11/1989      10/1999
# 10 - SUITE  0302 VACANT                    1,792       12/1999      11/2004
# 11 - SUITE  0303 BELL ATLANTIC VA          5,929        7/1991      11/1998
# 12 - SUITE  0303 BELL ATLANTIC NEW           456       12/1998      11/2003
# 13 - SUITE  0303 VACANT (BELL ATL)         5,473        9/1998       8/2003
# 14 - SUITE  0401 BELL  ATLANTIC  VA       19,886       11/1988      11/1998
# 15 - SUITE  0501 BELL  ATLANTIC  VA       19,886       11/1988      11/1998
# 16 - SUITE  0601 BELL  ATLANTIC           19,886       11/1988      11/1998
# 17 - SUITE  0701 BELL ATLANTIC   VA       19,886       11/1988      11/1998
# 18 - SUITE  0801 BELL ATLANTIC   VA       19,886       11/1988      11/1998
# 19 - SUITE  0901 BELL  ATLANTIC  VA       19,886       11/1988      11/1998
# 20 - SUITE  1001 BELL  ATLANTIC  VA       19,886       11/1988      11/1998
# 21 - SUITE  1101 BELL ATLANTIC   VA       19,886       11/1989      11/1998
# 22 - SUITE  1201 NATIONSBANK              19,886       12/1989       5/2000
# 23 - SUITE  1401 NATIONSBANK              11,283       12/1989       S/2000
# 24 - SUITE  1402 VACANT                    4,737        3/1998       2/2003
# 25 - SUITE  1403 GSA HEARINGS/APPLS        3,265        8/1996      12/1998
# 26 - SUITE  1501 NATIONSBANK              19,886       12/1989       5/2000
# 27 - SUITE  1601 NATIONSBANK              20,248       12/1989       5/2000
# 28 - SUITE  1701 NATIONSBANK               9,212       12/1989       5/2000
# 29 - SUITE  1702 GSA HEARINGS/APPLS        8,033        1/1994      12/1998
# 30 - SUITE  1703 NATIONSBANK               1,879       11/1994       5/2000
# 31 - SUITE  1704 VACANT                      762        3/1998       2/2003
# 32 - SUITE  1801 GSA JUSTICE DEPT         16,425        4/1991       3/2001
# 33 - SUITE  1802 SENATOR J WARNER          1,957        8/1991       1/1998
# 34 - SUITE  1803 VACANT                    1,090        3/1998       2/2003
# 35 - SUITE  1901 SECRET SERVICE            6,413        2/1994       1/2004
# 36 - SUITE  1902 VACANT                    7,474       12/1997      11/2002
# 37 - SUITE  1903 VACANT                      289       12/1997      11/2002
# 38 - SUITE  1904 VACANT                    5,315       12/1997      11/2002
# 39 - SUITE  2001 DURRETTE, IRVIN          13,089        1/1992      10/1999
# 40 - SUITE  2002 DURRETTE, IRVIN           3,862        1/1992      10/1999
# 41 - SUITE  2003 VACANT                    2,720        9/1997       8/2002
# 42 - SUITE  2101 FIDELITY & DEPOSIT       13,367        4/1989       3/1999
# 43 - SUITE  2102 GSA PRETRIAL SERVC        3,375        1/1994      12/2003
# 44 - SUITE  2201 GSA COURT OF APPEA       14,198        3/1993       4/2003
# 45 - SUITE  2202 VACANT                    4,757        9/1997       8/2002
# 46 - SUITE  2301 BELL ATLANTIC VA         17,344       11/1988      11/1998
# 47 - SUITE  2401 BELL ATLANTIC VA         15,856       11/1988      11/1998
                                       -----------
                    47 TENANTS             428,211
                                       ===========


<PAGE>



             MAIN STREET CENTRE (7102)
             PROJECT DESIGNATOR: 7102
             REVISION: 6/17/97 @ 16:28
             MNEMONIC REFERENCE TABLE



AREA MEASURES
- -------------

NRA
OCCA


GROWTH RATES
- ------------

RNTG
EXPG
CPIG
NCOM
RCOM
BCOM
CP14
CPI2
CPI3
CP25


MARKET RATES
- ------------

MLOW
MHI
NTIR
RTIR
BTIR
RESV
FREE
VAC
JANR
STOR
GSA1
GSA2
GSA3


EXPENSES


UTIL
INSR
MGMT
TAX
JANE
MAIN
SVCE
ADME
NONE
OPEX
GSA1
GSA2
GSA3
BELL


GLOBAL RECOVERIES
- -----------------

GTAX
GOPX


<PAGE>



                      MAIN STREET CENTRE (7102)
                      PROJECT DESIGNATOR: 7102
                      REVISION: 7/ 1/97 @ 19:30
                  AVERAGE OCCUPIED AND PAYING REPORT
                            FOR ALL TENANTS


<TABLE>
<CAPTION>

                    1997        1998       1999        2000        2001        2002        2003        2004        2005
                  -------     -------     -------     -------     -------     -------     -------     -------     -------
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>    
JANUARY           388,893     385,027     210,479     317,395     340,344     422,738     402,183     325,115     404,594
FEBRUARY          388,893     383,070     208,538     317,395     340,344     422,738     402,183     326,628     404,594
MARCH             388,893     390,547     294,467     330,762     340,344     422,738     395,594     328,628     404,594
APRIL             388,893     390,547     281,100     350,648     323,919     422,738     395,594     412,494     387,250
MAY               388,893     390,547     281,100     350,648     406,313     422,738     388,873     410,218     405,394
JUNE              388,893     407,491     281,100     270,046     406,313     422,738     388,873     413,593     394,096
JULY              385,027     407,491     297,452     289,932     406,313     422,738     388,873     418,049     372,269
AUGUST            385,027     406,995     297,452     289,932     406,313     422,738     401,951     418,049     389,613
SEPTEMBER         385,027     418,037     297,452     289,932     406,313     415,261     392,025     418,049     376,246
OCTOBER           385,027     418,037     314,796     337,819     406,313     415,261     392,025     420,781     367,658
NOVEMBER          385,027     418,037     286,79S     340,344     406,313     415,261     398,614     422,738     389,485
DECEMBER          385,027     219,820     295,568     340,344     422,738     402,183     314,292     420,946     389,485
                  -------     -------     -------     -------     -------     -------     -------     -------     -------
AVERAGE SF
  OCCUPIED-OCCA   386,960     386,304     278,858     318,766     384,323     419,156     388,423     394,774     390,440

TOTAL SF-NPA      422,309     422,309     422,309     422,309     422,309     422,309     422,309     422,309     422,309
                  -------     -------     -------     -------     -------     -------     -------     -------     -------
OCCUPANCY           91.63       91.47       66.03       75.48       91.01       99.25       91.98       93.48       92.45
                  =======     =======     =======     =======     =======     =======     =======     =======     =======

<CAPTION>

                    2006       2007         2006       2009         2010       2011
                  -------     -------     -------     -------     -------     -------
<S>               <C>         <C>         <C>         <C>         <C>         <C>    
JANUARY           382,966     340,344     422,738     422,738     408,540     416,361
FEBRUARY          402,852     340,344     422,738     415,261     412,812     419,093
MARCH             402,852     422,738     422,738     415,261     412,812     421,050
APRIL             354,965     422,738     422,738     415,261     328,946     421,050
MAY               372,326     422,738     422,738     402,183     328,490     402,906
JUNE              372,326     422,738     422,738     409,660     335,041     404,594
JULY              372,326     422,738     422,738     409,660     328,628     404,594
AUGUST            420,213     422,738     422,736     403,071     412,494     387,250
SEPTEMBER         422,738     406,313     422,736     416,149     412,950     405,394
OCTOBER           422,738     406,313     422,738     401,951     413,593     394,096
NOVEMBER          340,344     406,313     422,738     401,951     418,049     372,269
DECEMBER          340,344     406,313     422,736     408,540     418,049     389,613
                  -------     -------     -------     -------     -------     -------
AVERAGE SF
  OCCUPIED-OCCA   383,916     403,531     422,738     410,141     385,867     403,189
TOTAL SF-NRA      422,309     422,309     422,309     422,309     422,309     422,309
                  -------     -------     -------     -------     -------     -------
OCCUPANCY           90.91       95.55      100.10       97.12       91.37       95.47
                  =======     =======     =======     =======     =======     =======
</TABLE>


<PAGE>



             MAIN STREET CENTRE (7102)
             PROJECT DESIGNATOR: 7102
             REVISION: 6/27/97 @ 10:31
             AVERAGE OCCUPANCY REPORT
                  FOR ALL TENANTS

<TABLE>
<CAPTION>

                    1997      1998      1999      2000      2001      2002     2003      2004      2005
                  -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>    
JANUARY           388,893   409,448   312,760   372,326   422,738   422,738   402,183   325,115   404,594
FEBRUARY          388,893   407,491   310,819   372,326   422,738   422,738   409,660   328,628   404,594
MARCH             388,893   414,080   310,819   372,326   422,738   422,738   403,071   328,628   404,S94
APRIL             388,893   414,080   314,796   420,213   406,313   422,738   403,071   412,494   387,250
MAY               388,B93   414,080   314,796   422,738   406,313   422,738   401,9S1   410,218   405,394
JUNE              388,893   414,080   326,094   340,344   406,313   422,738   401,951   413,S93   394,096
JULY              385,027   416,037   347,921   340,344   406,313   422,736   401,951   418,049   372,269
AUGUST            385,027   41S,541   347,921   340,344   406,313   422,738   408,540   418,049   389,613
SEPTEMBER         392,504   425,467   361,288   340,344   422,738   415,261   398,614   418,049   376,246
OCTOBER           392,SO4   425,467   381,174   340,344   422,738   415,261   412,812   420,781   367,658
NOVEMBER          392,S04   425,467   353,173   422,738   422,738   415,261   412,812   422,738   389,485
DECEMBER          409,448   307,706   352,440   422,738   422,738   402,183   328,490   420,946   389,485
                  -------   -------   -------   -------   -------   -------   -------   -------   -------
AVERAGE SF
  OCCUPIED-OCCA   390,864   407,412   336,167   375,S94   415,894   419,156   398,759   394,774   390,440

TOTAL SF-NRA      422,309   422,309   422,309   422,309   422,309   422,309   422,309   422,309   422,309
                  -------   -------   -------   -------   -------   -------   -------   -------   -------
OCCUPANCY           92.55     96.47     79.60     88.94     98.48     99.25     94.42     93.48     92.45
                  =======   =======   =======   =======   =======   =======   =======   =======   =======

<CAPTION>

                  2006      2007      2006      2009      2010      2011
                 -------   -------   -------   -------   -------   -------
<S>              <C>       <C>       <C>       <C>       <C>       <C>    
JANUARY          382,966   340,344   422,738   422,738   408,540   416,361
FEBRUARY         402,852   340,344   422,738   415,261   412,812   419,093
MARCH            402,852   422,738   422,738   415,261   412,812   421,050
APRIL            354,965   422,738   422,738   415,261   328,946   421,050
MAY              372,326   422,738   422,738   402,183   328,490   402,906
JUNE             372,326   422,738   422,738   409,660   335,041   404,594
JULY             372,326   422,738   422,738   409,660   328,628   404,594
AUGUST           420,213   422,738   422,736   403,071   412,494   387,250
SEPTEMBER        422,738   406,313   422,738   416,149   412,950   405,394
OCTOBER          422,738   406,313   422,738   401,951   413,593   394,096
NOVEMBER         340,344   406,313   422,738   401,951   418,049   372,269
DECEM13ER        340,344   406,313   422,738   408,540   418,049   389,613
                 -------   -------   -------   -------   -------   -------
AVERAGE SF
 OCCUPIED-OCCA   383,916   403,531   422,738   410,141   385,867   403,189

TOTAL SF-NRA     422,309   422,309   422,309   422,309   422,309   422,309
                 -------   -------   -------   -------   -------   -------
OCCUPANCY          90.91     95.55    100.10     97.12     91.37     95.47
                 =======   =======   =======   =======   =======   =======

</TABLE>

<PAGE>



                            MAIN STREET CENTRE (7102)
                            PROJECT DESIGNATOR: 7102
                            REVISION: 6/27/97 @ 10:31
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS



BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF MAIN STREET CENTRE (7102) BEGINNING 7/1997
FOR 15 YEARS ON A FISCAL YEAR BASIS


AREA MEASURES
- -------------

NRA
1997 VALUE   -     422,309
THEREAFTER   - CONSTANT

  1997:      422,309   1998:    422,309   1999:     422,309    2000:     422,309
  2001:      422,309   2002:    422,309   2003:     422,309    2004:     422,309
  2005:      422,309   2006:    422,309   2007:     422,309    2008:     422,309
  2009:      422,309   2010:    422,309   2011:     422,309   
                                                              

OCCA
1997 VALUE   -     390,864
1998 VALUE   -     407,412
1999 VALUE   -     336,167
2000 VALUE   -     375,594
2001 VALUE   -     415,894
2002 VALUE   -     419,156
2003 VALUE   -     398,759
2004 VALUE   -     394,774
2005 VALUE   -     390,440
2006 VALUE   -     383,916
2007 VALUE   -     403,531
2008 VALUE   -     422,738
2009 VALUE   -     410,141
2010 VALUE   -     385,867
2011 VALUE   -     403,189
THEREAFTER   -CONSTANT

  1997:      390,864   1998:    407,412   1999:     336,167    2000:     375,594
  2001:      415,894   2002:    419,156   2003:     398,759    2004:     394,774
  2005:      390,440   2006:    383,916   2007:     403,531    2008:     422,738
  2009:      410,141   2010:    385,867   2011:     403,189



GROWTH RATES
- ------------

RNTG
1997 VALUE  -        0.00
1998 VALUE  -        3.50
THEREAFTER  -  CONSTANT
            
  1997:       0.0000   1998:     3.5000   1999:      3.5000    2000:      3.5000
  2001:       3.5000   2002:     3.5000   2003:      3.5000    2004:      3.5000
  2005:       3.5000   2006:     3.5OOO   2007:      3.5000    2008:      3.5000
  2009:       3.5000   2010:     3.5000   2011:      3.5000


EXPG
1997 VALUE   -       1.75
1998 VALUE   -       3.50
THEREAFTER   -  CONSTANT


<PAGE>



                                                                          PAGE 2



  1997:       1.7500   1998:     3.5000   1999:      3.5000    2000:      3.5000
  2001:       3.5000   2002:     3.5000   2003:      3.5000    2004:      3.5000
  2005:       3.5000   2006:     3.5000   2007:      3.5000    2008:      3.5000
  2009:       3.5000   2010:     3.5000   2011:      3.5000


CPIG
1997 VALUE -           3.50
THEREAFTER -   CONSTANT

  1997:       3.5000   1998:     3.5000   1999:      3.5000    2000:      3.5000
  2001:       3.5000   2002:     3.5000   2003:      3.5000    2004:      3.5OOO
  2005:       3.5000   2006:     3.5000   2007:      3.5000    2008:      3.5000
  2009:       3.5000   2010:     3.5000   2011:      3.5000


NCOM
1997 VALUE -           6.00
THEREAFTER -   CONSTANT

  1997:       6.0000   1998:     6.0000   1999:      6.0000    2000:      6.0000
  2001:       6.0000   2002:     6.0000   2003:      6.0000    2004:      6.0000
  2005:       6.0000   2006:     6.0000   2007:      6.0000    2008:      6.0000
  2009:       6.0000   2010:     6.0000   2011:      6.0000


RCOM
1997 VALUE -           3.00
THEREAFTER -   CONSTANT

  1997:       3.0000   1998:     3.0000   1999:      3.0000    2000:      3.0000
  2001:       3.0000   2002:     3.0000   2003:      3.0000    2004:      3.0000
  2005:       3.0000   2006:     3.0000   2007:      3.0000    2008:      3.0000
  2009:       3.0000   2010:     3.0000   2011:      3.0000


BCOM
  +60.0% OF RCOM +40.0% OF      NCOM

  1997:       4.2000   1998:     4.2000   1999:      4.2000    2000:      4.2000
  2001:       4.2000   2002:     4.2000   2003:      4.2000    2004:      4.2000
  2005:       4.2000   2006:     4.2000   2007:      4.2000    2008:      4.2000
  2009:       4.2000   2010:     4.2000   2011:      4.2000


CPI4
1997 VALUE -           4.00
THEREAFTER -   CONSTANT

  1997:       4.0000   1998:     4.0000   1999:      4.0000    2000:      4.0000
  2001:       4.0000   2002:     4.0000   2003:      4.0000    2004:      4.0000
  2005:       4.0000   2006:     4.0000   2007:      4.0000    2008:      4.0000
  2009:       4.0000   2010:     4.0000   2011:      4.0000


CP12
1997 VALUE -           2.00
THEREAFTER -   CONSTANT

  1997:       2.0000   1998:     2,0000   1999:      2.0000    2000:      2.0000
  2001:       2.0000   2002:     2.0000   2003:      2.0000    2004:      2.0000
  20O5:       2.0000   2006:     2.0000   2007:      2.0000    2008:      2.0000
  2009:       2.0000   2010:     2.0000   2011:      2.0000


CPI3
1997 VALUE -           3.00
THEREAFTER -   CONSTANT


<PAGE>



                                                                          PAGE 3




   1997:      3.0000 1998:        3.0000 1999:        3.0000 2000:        3.0000
   2001:      3.0000 2002:        3.0000 2003:        3.0000 2004:        3.0000
   2005:      3.0000 2006:        3.0000 2007:        3.0000 2008:        3.0000
   2009:      3.0000 2010:        3.0000 2011:        3.0000

CP25
1997 VALUE -           2.50
THEREAFTER - CONSTANT

   1997:      2.5000   1998:     2.5000   1999:      2.5000    2000:      2.5000
   2001:      2.5000   2002:     2.5000   2003:      2.5000    2004:      2.5000
   2005:      2.5000   2006:     2.5000   2007:      2.5000    2008:      2.5000
   2009:      2.5000   2010:     2.5000   2011:      2.5000



MARKET RATES
- ------------

MLOW
1997 VALUE -          15.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

   1997:     15.0000   1998:    15.0000   1999:     15.5250    2000:     16.0684
   2001:     16.6308   2002:    17.2128   2003:     17.8153    2004:     18.4388
   20O5:     19.0842   2006:    19.7521   2007:     20.4435    2008:     21.1590
   2009:     21.8995   2010:    22.6660   2011:     23.4593


MHI
1997 VALUE -          16.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

   1997:     16.0000   1998:    16.0000   1999:     16.5600    2000:     17.1396
   2001:     17.7395   2002:    18.3604   2003:     19.0030    2004:     19.6681
   2005:     20.3565   2006:    21.0689   2007:     21.8064    2008:     22.5696
   2009:     23.3595   2010:    24.1771   2011:     25.0233


NTIR
1997 VALUE -          12.50
THEREAFTER - GROWING AT GROWTH RATE EXPG

   1997:     12.5000   1998:    12.7188   1999:     13.1639    2000:     13.6246
   2001:     14.1015   2002:    14.5951   2003:     15.1059    2004:     15.6346
   2005:     16.1818   2006:    16.7482   2007:     17.3343    2008:     17.9410
   2009:     18.5690   2010:    19.2189   2011:     19.8916


RTIR
1997 VALUE -          6.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

   1997:      6.0000   1998:     6.1050   1999:      6.3187    2000:      6.5398
   2001:      6.7687   2002:     7.0056   2003:      7.2508    2004:      7.5046
   2005:      7.7673   2006:     8.0391   2007:      8.3205    2008:      8.6117
   2009:      8.9131   2010:     9.2251   2011:      9.5479


BTIR
  +40.0% OF NTIR +60.0% OF    RTIR

   1997:      8.6000   1998:     8.7505   1999:      9.0568    2000:      9.3738
   2001:      9.7018   2002:    10.0414   2003:     10.3928    2004:     10.7566
   2005:     11.1331   2006:    11.5227   2007:     11.9260    2008:     12.3434
   2009:     12.7755   2010:    13.2226   2011:     13.6854


<PAGE>



                                                                          PAGE 4

RESV
1997 VALUE -          0.15
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:       0.1500   1998:     0.1526   1999:      0.1580    2000:      0.1635
  2001:       0.1692   2002:     0.1751   2003:      0.1813    2004:      0.1676
  2005:       0.1942   2006:     0.2010   2007:      0.2080    2008:      0.2153
  2009:       0.2228   2010:     0.2306   2011:      0.2387


FREE
1997  VALUE    -      6.00
1998  VALUE    -      6.00
1999  VALUE    -      6.00
2000  VALUE    -      6.00
2001  VALUE    -      3.00
2002  VALUE    -      3.00
2003  VALUE    -      3.00
THEREAFTER     - ZERO

  1997:       6.0000   1998:     6.0000   1999:      6.0000    2000:      6.0000
  2001:       3.0000   2002:     3.0000   2003:      3.0000    2004:      0.0000
  2005:       0.0000   2006:     0.0000   2007:      0.0000    2008:      0.0000
  2009:       0.0000   2010:     0.0000   2011:      0.0000


VAC
1997  VALUE    -     12.00
1998  VALUE    -     12.00
1999  VALUE    -     12.00
2000  VALUE    -      9.00
2001  VALUE    -      9.00
2002  VALUE    -      6.00
THEREAFTER     - CONSTANT      

  1997:      12.0000   1998:    12.0000   1999:     12.0000    2000:      9.0000
  2001:       9.0000   2002:     6.0000   2003:      6.0000    2004:      6.0000
  2005:       6.0000   2006:     6.0000   2007:      6.0000    2008:      6.0000
  2009:       6.0000   2010:     6.0000   2011:      6.0000


JANR
1997 VALUE -          0.85
THEREAFTER -   GROWING AT GROWTH RATE EXPG

  1997:       0.8500   1998:     0.8649   1999:      0.8951    2000:      0.9265
  2001:       0.9589   2002:     0.9925   2003:      1.0272    2004:      1.0632
  20O5:       1.1004   2006:     1.1389   2007:      1.1787    2006:      1.2200
  2009:       1.2627   2010:     1.3069   2011:      1.3526


STOR
1997 VALUE -          6.00
THEREAFTER -   GROWING AT GROWTH RATE RNTG

  1997:       6.0000   1998:     6.0000   1999:      6.2100    2000:      6.4274
  2001:       6.6523   2002:     6.8851   2003:      7.1261    2004:      7.3755
  2005:       7.6337   2006:     7.9009   2007:      8.1774    2008:      8.4636
  2009:       8.7598   2010:     9.0664   2011:      9.3837


GSA1
1997 VALUE -          4.92
THEREAFTER -   GROWING AT GROWTH RATE EXPG

  1997:       4.9200   1998:     5.0061   1999:      5.1813    2000:      5.3627



<PAGE>



                                                                          PAGE 5



  2001:       5.5504   2002:     5.7446   2003:      5.9457    2004:      6.1538
  2005:       6.3692   2006:     6.5921   2007:      6.8228    2008:      7.0616
  2009:       7.3088   2010:     7.5646   2011:      7.8293


GSA2
1997 VALUE -           5.40
THEREAFTER -   GROWING AT GROWTH RATE EXPG

  1997:       5.4000   1998:     5.4945   1999:      5.6B68    2000:      5.8858
  2001:       6.0919   2002:     6.3051   2003:      6.5257    2004:      6.7541
  2005:       6.9905   2006:     7.2352   2007:      7.4884    2008:      7.7505
  2009:       8.0218   2010:     8.3026   2011:      8.5932


GSA3
1997 VALUE -           5.38
THEREAFTER -   GROWING AT GROWTH RATE EXPG

  1997:       5.3800   1998:     5.4742   1999:      5.6657    2000:      5.8640
  2001:       6.0693   2002:     6.2817   2003:      6.5016    2004:      6.7291
  2005:       6.9646   2006:     7.2084   2007:      7.4607    2008:      7.7218
  2009;       7.9921   2010:     8.2716   2011:      8.5613



MISCELLANEOUS INCOMES
- ---------------------

PARKING GARAGE
1997 VALUE -        260,000
THEREAFTER -    GROWING AT GROWTH RATE CP25

  1997:      260,000   1998:    266,500   1999:     273,163    2000:     279,992
  2001:      286,991   2002:    294,166   2003:     301,520    2004:     309,058
  2005:      316,785   2006:    324,704   2007:     332,822    2008:     341,142
  2009:      349,671   2010:    358,413   2011:     367,373


OTHER INCOME
1997 VALUE -          4,000
THEREAFTER -   GROWING AT GROWTH RATE CPI2

  1997:        4,000   1998:      4,080   1999:       4,162    2000:       4,245
  2001:        4,330   2002:      4,416   2003:       4,505    2004:       4,595
  2005:        4,687   2006:      4,780   2007:       4,876    2008:       4,973
  2009:        5,073   2010:      5,174   2011:       5,278



EXPENSES
- --------

UTILITIES           ,  REFERRED TO AS UTIL
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -       700,000
THEREAFTER -   GROWING AT GROWTH RATE EXPG

  1997:      700,000   1998:    712,250   1999:     737,179    2000:     762,980
  2001:      789,684   2002:    817,323   2003:     845,930    2004:     875,537
  2005:      906,181   2006:    937,897   2007:     970,723    2008:   1,004,699
  2009:    1,039,863   2010:  1,076,258   2011:   1,113,927


INSURANCE           ,  REFERRED TO AS INSR
CHARGED AGAINST NET    OPERATING INCOME
1997 VALUE -        69,700
THEREAFTER -   GROWING AT GROWTH RATE EXPG


<PAGE>



                                                                          PAGE 6





  1997:       69,700   1998:     70,920   1999:      73,402    2000:      75,971
  2001:       78,630   2002:     81,382   2003:      84,230    2004:      87,178
  2005:       90,230   2006:     93,388   2007:      96,656    2008:     100,039
  2009:      103,541   2010:    107,165   2011:     110,915


MANAGEMENT FEE     ,  REFERRED  TO AS MGMT
AN INFORMATIONAL EXPENSE
1997 VALUE    -   307,799
1998 VALUE    -   311,863
1999 VALUE    -   215,084
2000 VALUE    -   221,603
2001 VALUE    -   252,848
2002 VALUE    -   283,210
2003 VALUE    -   271,932
2004 VALUE    -   270,969
2005 VALUE    -   275,601
2006 VALUE    -   279,091
2007 VALUE    -   303,757
2008 VALUE    -   331,610
2009 VALUE    -   333,192
2010 VALUE    -   323,804
2011 VALUE    -   350,786
THEREAFTER    - CONSTANT

  1997:      307,799   1998:    311,863   1999:     215,084    2000:     221,603
  2001:      252,848   2002:    283,210   2003:     271,932    2004:     270,969
  2005:      275,601   2006:    279,091   2007:     303,757    2008:     331,610
  2009:      333,192   2010:    323,804   2011:     350,786


REAL ESTATE TAXES      , REFERRED  TO AS TAX
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -      655,796
THEREAFTER -  GROWING AT GROWTH RATE EXPG

  1997:      655,796   1998:    667,272   1999:     690,627    2000:     714,799
  2001:      739,817   2002:    765,710   2003:     792,510    2004:     820,248
  2005:      848,957   2006:    878,670   2007:     909,424    2008:     941,253
  2009:      974,197   2010:  1,008,294   2011:   1,043,584


JANITORIAL           , REFERRED TO AS JANE
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE JANR MULTIPLIED BY AREA MEASURE OCCA

  1997:      332,234   1998:    352,361   1999:     300,918    2000:     347,979
  2001:      398,802   2002:    415,997   2003:     409,605    2004:     419,705
  2005;      429,625   2006:    437,232   2007:     475,656    2008:     S15,737
  2009:      517,881   2010:    504,284   2011:     545,364


MAINTENANCE          , REFERRED  TO AS MAIN
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        338,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:      338,000   1998:    343,915   1999:     355,952    2000:     368,410
  2001:      361,305   2002:    394,650   2003:     408,463    2004:     422,759
  20O5:      437,556   2006:    452,870   2007:     468,721    2008:     485,126
  2009:      502,105   2010:    519,679   2011:     537,868


CONTRACT SERVICES ,    REFERRED  TO AS SVCE
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -        549,000
THEREAFTER - GROWING AT GROWTH RATE EXPG



<PAGE>

                                                                          PAGE 7



  1997:      549,000   1998:    558,608   1999:     578,159    2000:     598,394
  2001:      619,338   2002:    641,015   2003:     663,450    2004:     686,671
  2005:      710,705   2006:    735,579   2007:     761,324    2008:     787,971
  2009:      815,550   2010:    844,094   2011:     873,637


ADMINISTRATIVE         , REFERRED   TO AS ADME
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -         80,200
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:       80,200   1998:     81,604   1999:      84,460    2000:      87,416
  2001:       90,475   2002:     93,642   2003:      96,919    2004:     100,312
  2005:      103,822   2006:    107,456   2007:     111,217    2008:     115,110
  2009:      119,139   2010:    123,308   2011:     127,624


NON-RECOVERABLE        , REFERRED   TO AS NONE
CHARGED AGAINST NET OPERATING INCOME
1997 VALUE -   105,600
THEREAFTER - GROWING AT GROWTH RATE EXPG

  1997:      105,600   1998:    107,448   1999:     111,209    2000:     115,101
  2001:      119,130   2002:    123,299   2003:     127,615    2004:     132,061
  2005:      136,704   2006:    141,486   2007:     146,441    2008:     151,566
  2009:      156,871   2010:    162,361   2011:     168,044


OPERATING EXPENSES      , REFERRED TO AS OPEX
AN INFORMATIONAL EXPENSE
+100.O%   OF UTIL+100.0% OF   INSR
+100.0%   OF MGMT+100.0% OF   TAX
+100.O%   OF JANE+100.0% OF   MAIN
+100.0%   OF SVCE+100.0% OF   ADME

  1997:    3,032,730   1998:  3,098,792   1999:   3,035,780    2000:   3,177,552
  2001:    3,350,899   2002:  3,492,930   2003:   3,573,040    2004:   3,683,379
  2005:    3,802,676   2006:  3,922,184   2007:   4,097,479    2008:   4,281,544
  2009:    4,405,468   2010:  4,506,886   2011:   4,703,706


GSA 4.52   BASE YEAR,    REFERRED TO AS GSA1
AN INFORMATIONAL EXPENSE
MARKET RATE GSA1 MULTIPLIED BY AREA MEASURE NRA

  1997:    2,077,760   1998:  2,114,121   1999:   2,188,115    2000:   2,264,699
  2001:    2,343,964   2002:  2,426,003   2003:   2,510,913    2004:   2,598,794
  2005:    2,689,752   2006:  2,783,893   2007:   2,881,330    2008:   2,982,176
  2009:    3,086,552   2010:  3,194,581   2011:   3,306,391


GSA 5.01   STOP      ,   REFERRED TO AS GSA2
AN INFORMATIONAL EXPENSE
MARKET RATE GSA2 MULTIPLIED BY AREA MEASURE NRA

  1997:    2,280,469   1998:  2,320,377   1999:   2,401,590    2000:   2,485,646
  2001:    2,572,643   2002:  2,662,686   2003:   2,755,880    2004:   2,852,335
  2005:    2,952,167   2006;  3,055,493   2007:   3,162,435    2008:   3,273,120
  2009:    3,387,679   2010:  3,506,247   2011:   3,628,966


GSA 4.75   EXP BASE     ,  REFERRED TO AS GSA3
AN INFORMATIONAL EXPENSE
MARKET RATE GSA3 MULTIPLIED BY AREA MEASURE NRA

  1997:    2,272,023   1998:  2,311,783   1999:   2,392,695    2000:   2,476,440
  2001:    2,563,115   2002:  2,652,824   2003:   2,745,672    2004:   2,841,771



<PAGE>



                                                                          PAGE 8



  2005:    2,941,233   2006:  3,044,176   2007:   3,150,722    2008:   3,260,997
  2009:    3,375,132   2010:  3,493,261   2011:   3,615,526


BELL TI LOAN        ,  REFERRED TO AS BELL
AN INFORMATIONAL EXPENSE
1997 VALUE -       279,641
1998 VALUE -       279,641
THEREAFTER -    ZERO

  1997:      279,641   1998:    279,641   1999:           0    2000:           0
  2001:            0   2002:          0   2003:           0    2004:           0
  2005:            0   2006:          0   2007:           0    2008:           0
  2009:            0   2010:          0   2011:           0



VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1997 VALUE -           2.00
THEREAFTER - CONSTANT


MANAGEMENT FEE
- --------------

PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
PASSED THROUGH TO TENANTS USING EXPENSE MGMT
1997 VALUE -           3.50
THEREAFTER - CONSTANT


COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 -  6.000% OF TOTAL RENT

STANDARD METHOD #2 -  3.000% OF TOTAL RENT

STANDARD METHOD #3 -  4.200% OF TOTAL RENT

STANDARD METHOD #4 -  0.000% OF TOTAL RENT

STANDARD METHOD #5 -  0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


ALTERATION CALCULATION
- ----------------------

NONE


<PAGE>



                                                                          PAGE 9



ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT

STANDARD METHOD #2 - CASHED OUT

STANDARD METHOD #3 - CASHED OUT

STANDARD METHOD #4 - CASHED OUT

STANDARD METHOD #5 - CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

RESERVES
MARKET RATE RESV MULTIPLIED BY AREA MEASURE NRA

  1997:       63,346   1998:     64,455   1999:      66,711    2000:      69,046
  2001:       71,462   2002:     73,963   2003:      76,552    2004:      79,232
  2005:       82,005   2006:     84,875   2007:      87,845    2008:      90,920
  2009:       94,102   2010:     97,396   2011:     100,805



PRIMARY  CLASSIFICATION CODES
- ----------------------------

     1 -  LEASE RENEWS
     2 -  LEASE EXPIRES
     3 -  LEASE-UP
     4 -  MANAGEMENT OFFICE


SECONDARY CLASSIFICATION CODES
- ------------------------------

     1 -  OFFICE
     2 -  RETAIL
     3 -  STORAGE


COST CENTERS
- ------------

NONE


SALES VOLUME PROFILE
- --------------------

            PERCENT OF        RELATIVE
MONTH      ANNUAL SALES        VOLUME
- -----      ------------       --------
JAN             8.33%             1.00
FEB             8.33%             1.00
MAR             8.33%             1.00
APR             8.33%             1.00
MAY             8.33%             1.00
JUN             8.33%             1.00



<PAGE>



                                                                         PAGE 10




 JUL            8.33%           1.00
 AUG            8.33%           1.00
 SEP            8.33%           1.00
 OCT            8.33%           1.00
 NOV            8.33%           1.00
 DEC            8.33%           1.00
             -------         -------
TOTALS        100.00%          12.00


GLOBAL   RECOVERIES
- -------------------

REAL ESTATE TAXES , REFERRED TO AS GTAX
PRO RATA SHARE RECOVERY OF EXPENSE TAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

OPERATING EXPENSES, REFERRED TO AS GOPX
PRO RATA SHARE RECOVERY OF EXPENSE OPEX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 2 REFERENCE TENANT(S):

- -------------------------------------------------------------------------------

# 1 - LOW RATE OFFICE
BASE LEASE DATES:        1/1996 TO 12/1996
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:                 1
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MLOW

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:



<PAGE>



                                                                         PAGE 11



          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:      STANDARD METHOD #3
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE BTIR
RENEWAL PAYOUT:           CASHED OUT

- -------------------------------------------------------------------------------

# 2 - HIGH RENT OFFICE
BASE LEASE DATES:         1/1996 TO 12/1996
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:                1
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES


RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:      STANDARD METHOD #3
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE BTIR
RENEWAL PAYOUT:           CASHED OUT



<PAGE>



                            MAIN STREET CENTRE (7102)
                            PROJECT DESIGNATOR: 7102
                            REVISION: 6/27/97 @ 10:31
                           PROJECT ASSUMPTIONS REPORT
                                FOR TENANTS ONLY
                              INCLUDING ALL TENANTS



TENANTS
- -------

THERE ARE A TOTAL OF 47 T-LEASEHOLD TENANT(S):

- -------------------------------------------------------------------------------

#  1 - ARA SERVICES
BASE LEASE DATES:         7/1992 TO 6/1997
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           3,866
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -       0.00/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES


RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 2 - MANAGEMENT OFFICE
BASE LEASE DATES:         1/1995 TO 12/2010
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,688
PRIMARY CODE:                   4 - MANAGEMENT  OFFICE
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -       O.0O/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE


<PAGE>



                                                                          PAGE 2



SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT;        CASHED OUT

- -------------------------------------------------------------------------------

# 3 - SUITE 0101         , JEFFERSON NATIONAL
BASE LEASE DATES:        5/1994 TO 4/2004
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          2,732
SECONDARY CODE:              2 - RETAIL
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE      23.28/SF/YR
THEREAFTER   GROWING AT     3.50%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.63/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES


RENEWAL MINIMUM RENT:
MARKET PATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT



<PAGE>



                                                                          PAGE 3




RENEWAL ALTERATIONS: MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

#  4 - SUITE 0102      ,  VACANT
BASE LEASE DATES:         9/1998 TO 8/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,869
PRIMARY CODE:                 1- LEASE RENEWS
SECONDARY CODE:               2- RETAIL
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MLOW

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS: STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 5 - SUITE 0103          , VACANT
BASE LEASE DATES:         9/1998 TO 8/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           1,584
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE;               2 - RETAIL
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - MARKET RATE MLOW

RECOVERIES:

GLOBAL GROUPING



<PAGE>



                                                                          PAGE 4




GLOBAL RECOVERY GOPX

COMMISSIONS: STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 6 - SUITE 0201       ,  KELLEY SERVICES
BASE LEASE DATES:       12/1994 TO 11/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           2,525
SECONDARY CODE:               2 - RETAIL
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    19.47/SF/YR
THEREAFTER -  GROWING AT 4.00%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX
BASED ON AN ABSOLUTE PERCENTAGE OF       0.60%
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF      1.63/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:



<PAGE>



                                                                          PAGE 5



MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

#  7 - SUITE 0202        , CHARLES THALHIMER
BASE LEASE DATES:        8/1991 TO 7/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             496
SECONDARY CODE:               2 - RETAIL
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     16.50/SF/YR

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.57/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES


RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 8 - SUITE 0203         , JENKINS, BLOCK
BASE LEASE DATES:        2/1994 TO 1/1999



<PAGE>



                                                                          PAGE 6



TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:            1,941
SECONDARY CODE:                2 - RETAIL
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     18.56/SF/YR
CHANGING TO -      19.30/SF/YR ON 2/1998

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF     691,176

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 9 - SUITE 0301         , DEAN WITTER
BASE LEASE DATES:       11/1989 TO 10/1999
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          11,050
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      22.50/SF/YR
CHANGING TO  -      23.00/SF/YR ON 11/1997
CHANGING TO  -      23.50/SF/YR ON 11/1998

RECOVERIES:

OPERATING EXPENSES
PRO RATA SHARE RECOVERY OF EXPENSE OPEX
BASED ON AN ABSOLUTE PERCENTAGE OF       2.66%
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE



<PAGE>



                                                                          PAGE 7




WITH NO CAP
AND A BASE OF       6.05/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:      STANDARD METHOD #3
RENEWAL PAYOUT:           CASHED OUT

RENEWAL ALTERATIONS:      MARKET RATE BTIR
RENEWAL PAYOUT:           CASHED OUT

- -------------------------------------------------------------------------------

# 10 - SUITE 0302        , VACANT
BASE LEASE DATES:         12/1999  TO 11/2004
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:             1,792
PRIMARY CODE:                    1- LEASE RENEWS
SECONDARY CODE:                  1- OFFICE
MARKET RATE: MHI
SUBJECT T0 VACANCY ALLOWANCE

MINIMUM RENT:
2000 VALUE - MARKET RATE MHI
THEREAFTER - GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS:     STANDARD METHOD #1
PAYOUT:          CASHED OUT

ALTERATIONS:     MARKET RATE NTIR
PAYOUT:          CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000



<PAGE>



                                                                          PAGE 8




INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 11 - SUITE 0303      , BELL ATLANTIC VA
BASE LEASE DATES:       7/1991 TO 11/1998
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           5,929
PRIMARY CODE:                 2 - LEASE EXPIRES
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    22.03/SF/YR
CHANGING TO  -    23.03/SF/YR ON 11/1997
CHANGING TO  -    24.07/SF/YR ON 11/1998

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 695,836

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS: NONE

- -------------------------------------------------------------------------------

# 12 - SUITE 0303A    , BELL ATLANTIC NEW
BASE LEASE DATES:      12/1998 TO 11/2003
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:             456
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE;               1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT  -  20.56/SF/YR
CHANGING TO   -  21.22/SF/YR ON 12/1999
CHANGING TO   -  21.91/SF/YR ON 12/2000
CHANGING TO   -  22.63/SF/YR ON 12/2001
CHANGING TO   -  23.37/SF/YR ON 12/2002
WITH 3 MONTHS  OF FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GTAX



<PAGE>



                                                                          PAGE 9




COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 13 - SUITE 0303B       , VACANT (BELL ATL)
BASE LEASE DATES:         9/1998 TO 8/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           5,473
PRIMARY CODE:                 1- LEASE RENEWS
SECONDARY CODE:               1- OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1999 VALUE  -   MARKET RATE MLOW
THEREAFTER  -   GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS: STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:



<PAGE>



                                                                         PAGE 10



GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 14 - SUITE 0401       , BELL ATLANTIC VA
BASE LEASE DATES:       11/1988 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,886
PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     19.49/SF/YR
CHANGING TO -      20.37/SF/YR ON 11/1996
CHANGING TO -      21.28/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

BELL TI LOAN
PRO RATA SHARE RECOVERY OF-EXPENSE BELL
BASED ON AN ABSOLUTE PERCENTAGE OF 100.00%
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

COMMISSIONS: NONE

ALTERATIONS: NONE

OPTION 1 DATES:         12/1998 TO 11/2003
SQUARE FOOTAGE:          20,000

MINIMUM RENT:
INITIAL RENT -     21.10/SF/YR
CHANGING TO  -     21.79/SF/YR ON 12/2000
CHANGING TO  -     22.50/SF/YR ON 12/2001
CHANGING TO  -     23.24/SF/YR ON 12/2002
WITH 3 MONTHS OF FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GTAX

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:



<PAGE>



                                                                         PAGE 11



          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES


RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 15 - SUITE 0501      , BELL ATLANTIC VA
BASE LEASE DATES:      11/1988 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,886
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -  19.49/SF/YR
CHANGING TO  -  20.37/SF/YR ON 11/1996
CHANGING TO  -  21.28/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

OPTION 1 DATES:        12/1998 TO 11/2003
SQUARE FOOTAGE:          20,000

MINIMUM RENT:
INITIAL RENT -    21.10/SF/YR
CHANGING TO  -    21.79/SF/YR ON 12/2000
CHANGING TO  -    22.50/SF/YR ON 12/2001
CHANGING TO  -    23.24/SF/YR ON 12/2002
WITH 3 MONTHS  OF FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GTAX

COMMISSIONS: NONE



<PAGE>



                                                                         PAGE 12



ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 16 - SUITE 0601       , BELL ATLANTIC
BASE LEASE DATES:      11/1988 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,886
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     19.49/SF/YR
CHANGING TO  -     20.37/SF/YR ON 11/1996
CHANGING TO  -     21.28/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE  TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF      1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

OPTION 1 DATES:        12/1998 TO 11/2003
SQUARE FOOTAGE:          20,000

MINIMUM RENT:
INITIAL RENT -     21.10/SF/YR
CHANGING TO  -     21.79/SF/YR ON 12/2000
CHANGING TO  -     22.50/SF/YR ON 12/2001
CHANGING TO  -     23.24/SF/YR ON 12/2002
WITH 3 MONTHS   OF FREE RENT

RECOVERIES:

GLOBAL GROUPING



<PAGE>



                                                                         PAGE 13



GLOBAL RECOVERY GTAX

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH     VACANT     SQ FT    MONTHS OF
TERM YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ---- ------------     ------   --------   ---------  -----------   -----------
  1        6.00          4      NONE        FREE         YES           YES
  2        6.00          4      NONE        FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 17 - SUITE 0701       , BELL ATLANTIC VA
BASE LEASE DATES:       11/1988 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,886
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    19.49/SF/YR
CHANGING TO  -    20.37/SF/YR ON 11/1996
CHANGING TO  -    21.28/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

OPTION 1 DATES:         12/1998 TO 11/2003
SQUARE FOOTAGE:          20,000

MINIMUM RENT:
INITIAL RENT -    21.10/SF/YR
CHANGING TO  -    21.79/SF/YR ON 12/2000
CHANGING TO  -    22.50/SF/YR ON 12/2001
CHANGING TO  -    23.24/SF/YR ON 12/2002
WITH 3 MONTHS OF FREE RENT



<PAGE>



                                                                         PAGE 14




RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GTAX

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          4        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 18 - SUITE 0601       , BELL ATLANTIC VA
BASE LEASE DATES:       11/1988 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,886
PRIMARY CODE:                 2 - LEASE EXPIRES
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     19.49/SF/YR
CHANGING TO  -     20.37/SF/YR ON 11/1996
CHANGING TO  -     21.28/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00         10        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES



<PAGE>



                                                                         PAGE 15


   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 19 - SUITE 0901       , BELL ATLANTIC VA
BASE LEASE DATES:       11/1988 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,886
PRIMARY CODE:                  2 - LEASE EXPIRES
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      19.49/SF/YR
CHANGING TO  -      20.37/SF/YR ON 11/1996
CHANGING TO  -      21.28/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          7        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS: STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR



<PAGE>



                                                                         PAGE 16




RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 20 - SUITE 1001         , BELL ATLANTIC VA
BASE LEASE DATES:         11/1988 TO 11/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           19,886
PRIMARY CODE:                   2 - LEASE EXPIRES
SECONDARY CODE:                 1 - OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     19.49/SF/YR
CHANGING TO  -     20.37/SF/YR ON 11/1996
CHANGING TO  -     21.28/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00         16        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 21 - SUITE 1101       , BELL ATLANTIC VA
BASE LEASE DATES:       11/1989 TO 11/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           19,886
PRIMARY CODE:                   2  LEASE EXPIRES
SECONDARY CODE:                 1  OFFICE
MARKET RATE: MLOW
SUBJECT TO VACANCY ALLOWANCE

MINIMUM.  RENT:
INITIAL RENT -     22.38/SF/YR



<PAGE>



                                                                         PAGE 17




CHANGING TO -      23.66/SF/YR ON 11/1996
CHANGING TO -      25.02/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NPA

COMMISSIONS:    NONE

ALTERATIONS:    NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          13       NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:     STANDARD METHOD #3
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE BTIR
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 22 - SUITE 1201     ,  NATIONSBANK
BASE LEASE DATES:        12/1989 TO 5/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          19,886
PRIMARY CODE:                  1   LEASE RENEWS
SECONDARY CODE:                1   OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE      26.03/SF/YR
THEREAFTER    GROWING AT    5.00%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE



<PAGE>



                                                                         PAGE 18




SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MLOW MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 23 - SUITE 1401       , NATIONSBANK
BASE LEASE DATES:       12/1989 TO 5/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          11,283
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1996 VALUE      26.03/SF/YR
THEREAFTER    GROWING AT    5.00%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX



<PAGE>



                                                                         PAGE 19




RENEWAL COMMISSIONS:       STANDARD METHOD #3
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       MARKET RATE BTIR
RENEWAL PAYOUT:            CASHED OUT

- -------------------------------------------------------------------------------

# 24 - SUITE 1402         , VACANT
BASE LEASE DATES:          3/1998 TO 2/2003
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            4,737
PRIMARY CODE:                   1- LEASE RENEWS
SECONDARY CODE:                 1- OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1999 VALUE - MARKET RATE MHI
THEREAFTER - GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS:     STANDARD METHOD #1
PAYOUT:          CASHED OUT

ALTERATIONS:     MARKET RATE NTIR
PAYOUT:          CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:       STANDARD METHOD #3
RENEWAL PAYOUT:            CASHED OUT

RENEWAL ALTERATIONS:       MARKET RATE BTIR
RENEWAL PAYOUT:            CASHED OUT

- -------------------------------------------------------------------------------

# 25 - SUITE 1403          , GSA HEARINGS/APPLS
BASE LEASE DATES:          6/1996 TO 12/1998
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            3,265
PRIMARY CODE:                   1 - LEASE RENEWS
SECONDARY CODE:                 1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:



<PAGE>



                                                                         PAGE 20




INITIAL RENT -     16.50/SF/YR

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF     662,261

GSA 4.52 BASE YEAR
PRO RATA SHARE RECOVERY OF EXPENSE GSA1 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 4.52/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 26 - SUITE 1501       , NATIONSBANK
BASE LEASE DATES:       12/1989 TO 5/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE;           19,886
PRIMARY CODE:                  1 - LEASE RE-NEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE       26.03/SF/YR
THEREAFTER     GROWING AT    5.00%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP



<PAGE>



                                                                         PAGE 21




AND A BASE OF      1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 27 - SUITE 1601       , NATIONSBANK
BASE LEASE DATES:       12/1989 TO 5/2000
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          20,248
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE      26.03/SF/YR
THEREAFTER    GROWING AT    5.00%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED 
ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET PATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM



<PAGE>



                                                                         PAGE 22

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 28 - SUITE-1701        , NATIONSBANK
BASE LEASE DATES:       12/1989 TO 5/2000
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           9,212
PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    26.03/SF/YR
THEREAFTER - GROWING AT     5.00%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 29 - SUITE 1702         , GSA HEARINGS/APPLS
BASE LEASE DATES:         1/1994 TO 12/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           8,033



<PAGE>



                                                                         PAGE 23




PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     19.38/SF/YR

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED OR AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF 691,176

GSA 4.52 BASE YEAR
PRO RATA SHARE RECOVERY OF EXPENSE GSAI PRO RATED ON TENANT SQUARE
FOOTAGE OVER AREA MEASURE NRA CALCULATED ON AN ACCRUAL BASIS WITH A
CALENDAR YEAR EXPENSE WITH NO CAP AND A BASE OF 4.52/SF MULTIPLIED BY
AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:


RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 30 - SUITE 1703      , NATIONSBANK
BASE LEASE DATES:      11/1994 TO 5/2000
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           1,879
PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE      18.04/SF/YR
THEREAFTER   GROWING AT     3.00%

RECOVERIES:



<PAGE>



                                                                         PAGE 24



REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF     688,646

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

#  31 - SUITE 1704        , VACANT
BASE LEASE DATES:         3/1998 TO 2/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:             762
PRIMARY CODE:                  1   LEASE RENEWS
SECONDARY CODE:                1   OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM, RENT:
1999 VALUE - MARKET RATE MHI
THEREAFTER - GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

           LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES



<PAGE>



                                                                         PAGE 25



RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 32 - SUITE 1801         , GSA JUSTICE DEPT
BASE LEASE DATES:         4/1991 TO 3/2001
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           16,425
PRIMARY CODE:                   1 - LEASE RENEWS
SECONDARY CODE:                 1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -      18.67/SF/YR

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.96/SF MULTIPLIED BY AREA MEASURE NRA

GSA 4.75 EXP BASE
PRO RATA SHARE RECOVERY OF EXPENSE GSA3 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 4.75/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT;         CASHED OUT



<PAGE>



                                                                         PAGE 26



RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 33 - SUITE 1802     , SENATOR J WARNER
BASE LEASE DATES:       8/1991 TO 1/1998
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           1,957
PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    21.19/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES


RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 34 - SUITE 1803       , VACANT
BASE LEASE DATES:       3/1998  TO 2/2003
TYPE OF TENANT:         OFFICE
SQUARE FOOTAGE:           1,090
PRIMARY CODE:                  1- LEASE RENEWS
SECONDARY CODE:                1- OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1999 VALUE - MARKET RATE M14I
THEREAFTER - GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX



<PAGE>



                                                                         PAGE 27


COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 35 - SUITE 1901        , SECRET  SERVICE
BASE LEASE DATES:        2/1994  TO 1/2004
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           6,413
PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT;
INITIAL RENT -     19.67/SF/YR

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE AMOUNT OF     688,846

GSA 5.01 STOP
PRO RATA SHARE RECOVERY OF EXPENSE GSA2 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 5.01/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS; NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------



<PAGE>



                                                                         PAGE 28



  1        6.00           5     NONE        FREE         YES           YES
  2        6.00           4     NONE        FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 36 - SUITE 1902        , VACANT
BASE LEASE DATES:       12/1997 TO 11/2002
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           7,474
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE:               1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARKET RATE MHI
THEREAFTER - GROWING AT GROWTH PATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET PATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT



<PAGE>



                                                                         PAGE 29


- -------------------------------------------------------------------------------

#  37 - SUITE 1903       , VACANT
BASE LEASE DATES:       12/1997  TO 11/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:             289
PRIMARY CODE:                   1- LEASE RENEWS
SECONDARY CODE:                 1- OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARKET RATE MHI
THEREAFTER - GROWING AT GROWTH RATE CP23
WITH FREE MONTHS FREE RENT

RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 38 - SUITE 1904       , VACANT
BASE LEASE DATES:      12/1997  TO 11/2002
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:           5,315
PRIMARY CODE:                   1- LEASE RENEWS
SECONDARY CODE:                 1- OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -  MARKET RATE MHI
THEREAFTER -  GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES:



<PAGE>



                                                                         PAGE 30



GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS: STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH     VACANT     SQ FT    MONTHS OF
TERM YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- ---- ------------    ------   --------   ---------   -----------   -----------
  1        6.00          5      NONE        FREE         YES           YES
  2        6.00          4      NONE        FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:     STANDARD METHOD #3
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE BTIR
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 39 - SUITE 2001        , DURRETTE, IRVIN
BASE LEASE DATES:        1/1992 TO 10/1999
TYPE 07 TENANT:          OFFICE
SQUARE FOOTAGE:          13,089
PRIMARY CODE:                 1 - LEASE RENEWS
SECONDARY CODE:               1 - OFFICE
MARKET RATE: M141
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT
INITIAL RENT -    11.33/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

         LENGTH      VACANT     SQ FT    MONTHS OF
TERM YEARS.MONTHS MONTHS INCREASE FREE RENT COMMISSIONS ALTERATIONS
- --- ------------     ------   --------   ---------  -----------   -----------
  1       6.00           5      NONE        FREE         YES           YES
  2       6.00           4      NONE        FREE         YES           YES
  3       6.00           4      NONE        FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING



<PAGE>



                                                                         PAGE 31



GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:     STANDARD METHOD #3
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE BTIR
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 40 - SUITE 2002          , DURRETTE , IRVIN
BASE LEASE DATES:          1/1992 TO 10/1999
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            3,862
PRIMARY CODE:                    1 - LEASE RENEWS
SECONDARY CODE:                  1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT:      11.32/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:     STANDARD METHOD #3
RENEWAL PAYOUT:          CASHED OUT

RENEWAL ALTERATIONS:     MARKET RATE BTIR
RENEWAL PAYOUT:          CASHED OUT

- -------------------------------------------------------------------------------

# 41 - SUITE 2003         , VACANT
BASE LEASE DATES:          9/1997 TO 8/2002
TYPE OF TENANT:            OFFICE
SQUARE FOOTAGE:            2,720
PRIMARY CODE:                    1- LEASE RENEWS
SECONDARY CODE:                  1- OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1996 VALUE - MARKET RATE MHI
HEREAFTER - GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT



<PAGE>



                                                                         PAGE 32




RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS:    STANDARD METHOD #1
PAYOUT:         CASHED OUT

ALTERATIONS:    MARKET RATE NTIR
PAYOUT:         CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES


RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 42 - SUITE 2101         , FIDELITY & DEPOSIT
BASE LEASE DATES:         4/1989 TO 3/1999
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           13,367
PRIMARY CODE:                   1 - LEASE RENEWS
SECONDARY CODE:                 1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE -    28.07/SF/YR
THEREAFTER - GROWING AT     S.00%

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA CALCULATED 
ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA-MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES


<PAGE>



                                                                         PAGE 33




  2       6.00            4     NONE        FREE         YES           YES
  3       6.00            4     NONE        FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

- -RENEWAL ALTERATIONS:  MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 43 - SUITE 2102      ,  GSA PRETRIAL SERVC
BASE LEASE DATES:         1/1994 TO 12/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           3,375
PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     17.33/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 44 - SUITE 2201         , GSA COURT OF APPEA
BASE LEASE DATES:         3/1993 TO 4/2003
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           14,198
PRIMARY CODE:                  1 - LEASE RENEWS



<PAGE>



                                                                         PAGE 34




SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     16.40/SF/YR

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          5        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

# 45 - SUITE 2202        , VACANT
BASE LEASE DATES:         9/1997 TO 8/2002
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           4,757
PRIMARY CODE:                  1 - LEASE RENEWS
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
1998 VALUE - MARKET RATE MHI
THEREAFTER - GROWING AT GROWTH RATE CP25
WITH FREE MONTHS FREE RENT

RECOVERIES;

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

COMMISSIONS:     STANDARD METHOD #1
PAYOUT:          CASHED OUT

ALTERATIONS:     MARKET RATE NTIR
PAYOUT:          CASHED OUT

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------




<PAGE>



                                                                         PAGE 35




  1        6.00          5      NONE        FREE         YES           YES
  2        6.00          4      NONE        FREE         YES           YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE BTIR
RENEWAL PAYOUT:        CASHED OUT

- -------------------------------------------------------------------------------

# 46 - SUITE 2301      , BELL ATLANTIC VA
BASE LEASE DATES:      11/1988 TO 11/1998
TYPE OF TENANT:          OFFICE
SQUARE FOOTAGE:          17,344
PRIMARY CODE:                  2 - LEASE EXPIRES
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     20.84/SF/YR
CHANGING TO  -     21.78/SF/YR ON 11/1996
CHANGING TO  -     22.76/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          4        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY 1.000
INCREASING AT GROWTH RATE CP25 PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:   STANDARD METHOD #3
RENEWAL PAYOUT:        CASHED OUT



<PAGE>



                                                                         PAGE 36




RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT

- -------------------------------------------------------------------------------

#  47 - SUITE 2401       , BELL ATLANTIC VA
BASE LEASE DATES:       11/1988 TO 11/1998
TYPE OF TENANT:           OFFICE
SQUARE FOOTAGE:           15,856
PRIMARY CODE:                  2 - LEASE EXPIRES
SECONDARY CODE:                1 - OFFICE
MARKET RATE: MHI
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     22.80/SF/YR
CHANGING TO  -     23.82/SF/YR ON 11/1996
CHANGING TO  -     24.89/SF/YR ON 11/1997

RECOVERIES:

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAX 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA 
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF 1.35/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH        VACANT    SQ FT     MONTHS OF
TERM   YEARS.MONTHS     MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----   ------------     ------   --------   ---------   -----------  -----------
   1        6.00          1        NONE        FREE          YES         YES
   2        6.00          4        NONE        FREE          YES         YES
   3        6.00          4        NONE        FREE          YES         YES

RENEWAL MINIMUM RENT:
MARKET RATE MHI MULTIPLIED BY      1.000
INCREASING AT GROWTH RATE CP25    PER YEAR DURING EACH RENEWAL TERM

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GOPX

RENEWAL COMMISSIONS:    STANDARD METHOD #3
RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE BTIR
RENEWAL PAYOUT:         CASHED OUT



<PAGE>



                                 Investor Survey



<PAGE>



<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A - LEASED ASSET                                                                                  OFFICE MARKET - URBAN/CBD
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                9.5%   10.0%   10.0%    10.0%    11.5%    11.5%    3.0%    3.0%    3.0%   4.0%   10.0   10.0
                                9.5%   10.0%   10.0%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               13.0%   13.0%    -        -       14.0%    14.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.3%    9.3%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    9.0%    8.5%     9.0%    10.5%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      11      11      10       10       11       11      11      11      11     11      11     11
Average (%)                     9.2%    9.6%    9.2%     9.7%    11.7%    12.0%    3.3%    4.2%    3.4%   3.9%    8.5    9.5

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%   10.0%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               15.0%   15.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%   10.0%    9.0%    10.0%    12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
Responses                        8      8       6        6        7        7       7       7       7      7       7      7
Average (%)                     10.0%  10.4%    9.7%    10.3%    12.8%    13.1%    3.3%    4.7%    3.5%   4.0%    8.3    9.7

====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                                8.0%    9.0%    9.5%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               12.0%   12.0%    -        -       13.0%    13.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                -       -       -        -       12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
Responses                        8      8       7        7        9        9       9       9       9      9       9      9
Average (%)                      9.4%  10.0%    9.6%    10.2%    12.8%    13.5%    3.5%    4.6%    3.5%   3.9%    7.6    8.9

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   12.0%    12.0%    15.0%    15.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.8%    9.8%   10.8%    10.8%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                               14.0%   14.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       6       6       5        5        6        6       6       6       6      6       6      6
Average (%)                    10.7%   11.0%   10.5%    11.2%    14.6%    15.3%    3.2%    4.8%    3.3%   3.9%    8.0    8.8

                           =========================================================================================================
Total Responses                33      33      28       28       33       33      33      33      33     33     33      33
Weighted Average (%)            9.8%   10.3%    9.7%    10.3%    13.0%    13.5%    3.3%    4.6%    3.4%   3.9%   8.1     9.2
                           =========================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues



8 REAL ESTATE OUTLOOK


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON-CBD
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               11.0%   11.0%    -        -       12.0%    12.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.5%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                               10.0%   11.0%   10.5%    11.0%    12.0%    12.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.1%    9.1%   10.1%    10.1%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.5%    11.5%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    12.0%    13.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      - 
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      16      16      14       14       15       15      15      15      15     15      15     15
Average %                       8.8%    9.5%    9.3%     9.9%    11.2%    11.6%    3.5%    4.4%    3.6%   3.8%    8.9    9.7
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.8%    11.8%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                               12.0%   12.0%    -        -       18.0%    18.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.0%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    14.0%    15.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               10.0%   11.0%    -        -        -        -       -       -       -      -       -      -
                               10.0%   11.0%   10.0%    11.0%    12.0%    13.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      13      13      11       11       12       12      12      12      12     12      12     12
Average %                       9.5%   10.0%    9.8%    10.2%    12.0%    12.5%    3.4%    4.5%    3.4%   3.7%    8.6    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%    -        -       13.0%    13.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%    9.0%     9.0%    17.0%    20.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.1%    9.7%    9.5%    10.0%    13.4%    14.3%    3.1%    4.6%    3.4%   3.8%    7.2    8.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%    -        -       18.0%    18.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                               11.0%   11.0%   11.0%    11.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.6%    9.6%   10.6%    10.6%    11.5%     1.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%   10.0%    11.0%    20.0%    20.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.7%   10.0%   10.0%    10.5%    14.5%    15.2%    2.9%    4.3%    3.2%   3.6%    7.2    8.0
                       =============================================================================================================
Total responses                49      49      41       41       45       45      45      45      45     45      45     45
Weighted Average (%)            9.3%    9.8%    9.7%    10.1%    12.8%    13.4%    3.2%    4.4%    3.4%   3.7%    8.0    8.8
                       =============================================================================================================
</TABLE>



                                                                  AUTUMN 1996 9


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A-LEASED ASSET                                                                     INDUSTRIAL MARKET-WAREHOUSE/DISTRIBUTION
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%   10.0%    9.5%    10.0%    11.0%    12.0%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10       10       10      10      10      10     10      10     10
Average (%)                     8.8%    9.2%    9.4%     9.8%    10.9%    11.0%    2.9%    4.0%    3.3%   3.8%    9.8   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.3%    11.3%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       7       7       7        7        7        7       7       7       7      7       7      7
Average(%)                      9.3%    9.5%   10.0%    10.2%    11.2%    11.2%    2.8%    4.3%    3.2%   3.9%    9.7   10.1
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4      4       4
Average (%)                     9.7%    9.9%   10.4%    10.8%    11.9%    11.9%    2.4%    4.8%    3.3%   4.1%   9.5    10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   13.0%    13.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                    10.1%   10.4%   10.9%    11.3%    12.4%    12.4%    2.4%    4.8%    3.3%   4.1%    9.5   10.3
                       =============================================================================================================
Total Responses                25      25      25       25       25       25      25      25      25     25      25     25
Weighted Average (%)            9.5%    9.7%   10.2%    10.5%    11.6%    11.6%    2.6%    4.5%    3.2%   4.0%    9.6   10.2
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties.

"Value Added" denotes properties which require more active management due to
leasing issued and/or additional capital investment for physical issues




10 REAL ESTATE OUTLOOK



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A - LEASED ASSET                                       INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                                9.0%    9.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.7%    10.7%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS B-LEASED ASSET                                                                                                                
====================================================================================================================================
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     9.3%    9.8%    9.8%    10.8%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.4%   10.0%    9.9%    10.9%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%   11.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.6%   10.2%   10.0%    11.0%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
                             
                       =============================================================================================================
Total Responses                18      18      14       14       18       18      18      18      18     18      18     18
Weighted Average (%)            9.3%    9.8%    9.8%    10.8%    12.0%    12.4%    3.3%    4.0%    3.2%   3.9%    8.5    9.8
                       =============================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues.


                                                                 AUTUMN 1996 11



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A-LEASED ASSET                                                                RETAIL MARKET-NEIGHBORHOOD & COMMUNITY CENTERS
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                9.0%   10.5%    9.5%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                               10.3%   10.3%   10.8%    10.8%    13.0%    13.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%    9.0%   10.0%    10.0%    10.0%    10.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.5%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       9       9       8        8        8        8       9       9       9      9       9      9
Average (%)                     9.3%    9.8%   10.0%    10.4%    11.9%    12.1%    2.9%    3.7%    3.4%   3.9%    8.9    9.4
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   11.3%    11.3%    14.0%    14.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.5%   10.5%    -        -        -        -       -       -       -      -       -      -

Responses                       6       6       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.5%   10.0%   10.4%    11.1%    12.3%    12.3%    2.3%    3.8%    3.3%   4.2%    9.0    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               11.0%   11.0%    9.5%     9.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       7       7       5        5        5        5       6       6       6      6       6      6
Average (%)                     9.7%   10.3%   10.1%    10.7%    13.8%    14.6%    2.8%    4.0%    3.1%   3.8%    8.5    9.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               13.0%   13.0%   14.0%    14.0%    14.0%    14.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               11.0%   11.0%   10.5%    10.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       6       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.3%   10.8%   10.8%    11.5%    14.2%    15.0%    2.8%    4.0%    3.1%   3.8%    8.5    9.0

                       =============================================================================================================
Total Responses                28      28      22       22       22       22      26      26      26     26      26     26
Weighted Average (%)            9.7%   10.2%   10.3%    10.9%    13.0%    13.5%    2.7%    3.9%    3.2%   4.0%    8.7    9.3
                       =============================================================================================================
</TABLE>


"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


12 REAL ESTATE OUTLOOK



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A-LEASED ASSET                                                                      RETAIL MARKET-POWER CENTERS & "BIG BOX"
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%    9.5%     9.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
                               10.5%   10.5%   10.5%    10.5%    11.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.4%    11.4%    3.8%    3.8%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.3%    9.3%    9.5%    10.0%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%    9.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%    9.5%    9.5%    10.0%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0

Responses                       9       9       8        8        8        8       8       8       8      8       8      8
Average (%)                     9.4%    9.5%    9.7%    10.1%    11.5%    11.7%    3.3%    3.5%    3.4%   3.7%    9.1   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    11.0%    12.0%    2.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.1%   10.1%    10.6%    11.0%    11.3%    2.8%    3.7%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.6%    9.9%   10.1%    10.6%    12.0%    12.0%    2.8%    3.3%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                -       -       -        -       15.0%    15.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       2       2       2        2        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.3%   10.1%    10.9%    12.7%    12.7%    2.8%    3.3%    3.2%   3.7%    9.3   10.3

                       =============================================================================================================
Total Responses                17      17      16       16       17       17      17      17      17     17      17     17
Weighted Average (%)            9.6%    9.9%   10.0%    10.5%    11.8%    11.9%    2.9%    3.5%    3.2%   3.7%    9.3   10.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


                                                                 AUTUMN 1996 13



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                 RETAIL MARKET-REGIONAL MALLS
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                7.5%    7.5%    8.0%     8.0%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                7.5%    7.5%    7.8%     7.8%    12.0%    12.0%    1.5%    2.0%    3.0%   3.0%   10.0   10.0
                                7.0%    8.0%    8.0%     8.0%    10.5%    11.5%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    8.0%     9.0%    10.5%    11.0%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                7.8%    8.0%    8.3%     8.5%    11.0%    12.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                                7.0%    8.0%    7.0%     8.0%    10.0%    11.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      10       9       9        9        9        9      10      10      10     10      10     10
Average (%)                     7.9%    8.2%    8.2%     8.6%    11.4%    11.8%    3.0%    3.6%    3.5%   3.8%    9.1    9.6
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    17.0%    17.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                9.0%    9.0%    9.0%     9.0%    13.5%    13.5%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%   10.0%   10.0%    10.0%    12.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.6%    9.6%    10.0%    13.4%    13.9%    2.5%    3.4%    3.7%   4.0%    8.6    8.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    18.0%    18.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               11.0%   11.0%   11.0%    11.0%    13.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.5%    8.5%     9.0%    11.5%    12.5%    2.5%    3.0%    2.5%   3.0%   10.0   10.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.8%    9.8%    10.3%    13.4%    13.9%    2.6%    3.6%    3.4%   3.8%    9.2    9.2
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   11.0%    11.0%    20.0%    20.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               12.5%   12.5%   12.0%    12.0%    14.0%    15.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.3%     9.8%    12.0%    13.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                               13.0%   13.0%   11.0%    11.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       5       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.6%   11.0%   10.6%    11.0%    14.6%    15.0%    2.7%    3.5%    3.3%   3.7%    8.2    8.2

                       =============================================================================================================
TOTAL RESPONSES                26      22      22       22       22       22      26      26      26     26      26     26
WEIGHTED AVERAGE (%)            9.3%    9.6%    9.5%    10.0%    13.2%    13.6%    2.7%    3.5%    3.5%   3.8%    8.8    8.9
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


14 REAL ESTATE OUTLOOK




<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                     CAPITALIZATION RATES            INTERNAL               GROWTH RATES       TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                -------------------------------------------------------------------------------------------------
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
                                =================================================================================================
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
====================================================================================================================================
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
                                8.5%   10.0%    9.0%    10.5%     -        -       -       -       3.5%   3.5%    1.0    1.0
                                8.5%    9.0%    9.0%     9.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.8%    9.8%   10.0%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.3%    9.0%    9.0%     9.5%    10.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                7.5%    8.5%    8.0%     9.0%    10.0%    11.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.8%    8.8%    9.0%     9.0%    11.3%    11.3%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.0%     9.5%    10.0%    11.5%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.0%    8.5%     9.0%     -        -       3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.8%    9.0%    9.0%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10        8        8       9       9      10     10      10     10
Average (%)                     8.6%    9.2%    9.0%     9.6%    11.2%    11.7%    2.9%    3.9%    3.3%   3.8%    8.4    8.9
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.0%    9.5%    9.5%    10.0%    11.0%    12.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%   10.0%   10.0%    10.0%    11.0%    12.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.0%   10.0%   10.0%    10.5%    10.5%    12.0%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.5%    9.5%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       5        5        5        5       5       5       5      5       5      5
Average (%)                     8.9%    9.7%    9.7%    10.3%    11.0%    11.8%    2.5%    4.2%    3.1%   4.0%    9.6   10.2
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   11.0%    11.0%    12.5%    13.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    9.0%     9.0%    11.0%    12.0%    4.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.0%    9.0%    9.5%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.8%    10.3%    11.6%    12.1%    2.6%    4.8%    3.1%   4.0%    7.8    9.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   13.0%   13.0%    13.0%    13.0%    15.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%   10.0%    10.0%    11.0%    13.0%    4.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.5%   10.0%   10.0%    11.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     9.5%   10.1%   10.6%    11.3%    12.0%    13.0%    2.6%    4.8%    3.1%   4.0%    7.8    9.0

                       =============================================================================================================
TOTAL RESPONSES                23      23      23       23       21       21      22      22      23     23      23     23
WEIGHTED AVERAGE (%)            9.0%    9.6%    9.8%    10.4%    11.5%    12.1%    2.7%    4.4%    3.2%   4.0%    8.4    9.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


                                                                 AUTUMN 1996 15




<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                          CAPITALIZATION RATES         INTERNAL                GROWTH RATES      TYPICAL PROJECTION
                                       GOING-IN        TERMINAL     RATE OF RETURN        INCOME        EXPENSES    PERIOD (YEARS)
                                      ---------------------------------------------------------------------------------------------
                                      LOW    HIGH     LOW    HIGH     LOW    HIGH      LOW    HIGH     LOW    HIGH    LOW   HIGH
                                      =============================================================================================
===================================================================================================================================
OFFICE                                                                                               SUMMARY OF WEIGHTED AVERAGES
===================================================================================================================================
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>       <C>    <C>      <C>    <C>     <C>   <C>
Urban/CBD                             9.8%   10.3%    9.7%   10.3%   13.0%   13.5%     3.3%   4.6%     3.4%   3.9%    8.1    9.2

      Class A-Leased Asset            9.2%    9.6%    9.2%    9.7%   11.7%   12.0%     3.3%   4.2%     3.4%   3.9%    8.5    9.5
      Class B-Leased Asset           10.0%   10.4%    9.7%   10.3%   12.8%   13.1%     3.3%   4.7%     3.5%   4.0%    8.3    9.7
      Class A-Value Added             9.4%   10.0%    9.6%   10.2%   12.8%   13.5%     3.5%   4.6%     3.5%   3.9%    7.6    8.9
      Class B-Value Added            10.7%   11.0%   10.5%   11.2%   14.6%   15.3%     3.2%   4.8%     3.3%   3.9%    8.0    8.8

Suburban                              9.3%    9.8%    9.7%   10.1%   12.8%   13.4%     3.2%   4.4%     3.4%   3.7%    8.0    8.8

      Class A-Leased Asset            8.8%    9.5%    9.3%    9.9%   11.2%   11.6%     3.5%   4.4%     3.6%   3.8%    8.9    9.7
      Class B-Leased Asset            9.5%   10.0%    9.8%   10.2%   12.0%   12.5%     3.4%   4.5%     3.4%   3.7%    8.6    9.6
      Class A-Value Added             9.1%    9.7%    9.5%   10.0%   13.4%   14.3%     3.1%   4.6%     3.4%   3.8%    7.2    8.0
      Class B-Value Added             9.7%   10.0%   10.0%   10.5%   14.5%   15.2%     2.9%   4.3%     3.2%   3.6%    7.2    8.0
===================================================================================================================================
INDUSTRIAL
===================================================================================================================================
Warehouse/Distribution                9.5%    9.7%   10.2%   10.5%   11.6%   11.6%     2.6%   4.5%     3.2%   4.0%    9.6   10.2

      Class A-Leased Asset            8.8%    9.2%    9.4%    9.8%   10.9%   11.0%     2.9%   4.0%     3.3%   3.8%    9.8   10.1
      Class B-Leased Asset            9.3%    9.5%   10.0%   10.2%   11.2%   11.2%     2.8%   4.3%     3.2%   3.9%    9.7   10.1
      Class A-Value Added             9.7%    9.9%   10.4%   10.8%   11.9%   11.9%     2.4%   4.8%     3.3%   4.1%    9.5   10.3
      Class B-Value Added            10.1%   10.4%   10.9%   11.3%   12.4%   12.4%     2.4%   4.8%     3.3%   4.1%    9.5   10.3

Business Parks                        9.4%    9.9%   10.0%   10.8%   12.3%   12.9%     3.4%   4.0%     3.2%   3.8%    8.3    9.6

      Class A-Leased Asset            9.0%    9.5%    9.8%   10.5%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Leased Asset            9.3%    9.8%   10.0%   10.8%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class A-Value Added             9.5%   10.2%   10.0%   10.8%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7
      Class B-Value Added             9.7%   10.3%   10.2%   11.0%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7

Other Industrial/Manufacturing        9.2%    9.7%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.8   10.3

      Class A-Leased Asset            8.8%    9.3%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0
      Class B-Leased Asset            9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0 
      Class A-Value Added             9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Value Added             9.5%   10.0%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
===================================================================================================================================
RETAIL
===================================================================================================================================
Neighborhood & Community Centers      9.7%   10.2%   10.3%   10.9%   13.0%   13.5%     2.7%   3.9%     3.2%   4.0%    8.7    9.3

      Class A-Leased Asset            9.3%    9.8%   10.0%   10.4%   11.9%   11.9%     2.9%   3.7%     3.4%   3.9%    8.9    9.4
      Class B-Leased Asset            9.5%   10.0%   10.4%   11.1%   12.3%   12.3%     2.3%   3.8%     3.3%   4.2%    9.0    9.6
      Class A-Value Added             9.7%   10.3%   10.1%   10.7%   13.8%   14.6%     2.8%   4.0%     3.1%   3.8%    8.5    9.0
      Class B-Value Added            10.3%   10.8%   10.8%   11.5%   14.2%   15.0%     2.8%   4.0%     3.1%   3.8%    8.5    9.0

Power Center & "Big Box"              9.6%    9.9%   10.0%   10.5%   11.8%   11.9%     2.9%   3.5%     3.2%   3.7%    9.1   10.3

      Class A-Leased Asset            9.4%    9.5%    9.7%   10.1%   11.5%   11.7%     3.3%   3.5%     3.4%   3.7%    9.3   10.1
      Class B-Leased Asset            9.8%   10.1%   10.1%   10.6%   11.0%   11.3%     2.8%   3.7%     3.2%   3.7%    9.3   10.3
      Class A-Value Added             9.6%    9.9%   10.1%   10.6%   12.0%   12.0%     2.8%   3.3%     3.2%   3.7%    9.3   10.3
      Class B-Value Added             9.8%   10.3%   10.1%   10.9%   12.7%   12.7%     2.8%   3.3%     3.2%   3.7%    9.3   10.3

Regional Malls                        9.3%    9.6%    9.5%   10.0%   13.2%   13.6%     2.7%   3.5%     3.5%   3.8%    8.8    8.9

      Class A-Leased Asset            7.9%    8.2%    8.2%    8.6%   11.4%   11.8%     3.0%   3.6%     3.5%   3.8%    9.1    9.6
      Class B-Leased Asset            9.3%    9.6%    9.6%   10.0%   13.4%   13.9%     2.5%   3.4%     3.7%   4.0%    8.6    8.6
      Class A-Value Added             9.3%    9.8%    9.8%   10.3%   13.4%   13.9%     2.6%   3.6%     3.4%   3.8%    9.2    9.2
      Class B-Value Added            10.6%   11.0%   10.6%   11.0%   14.6%   15.0%     2.7%   3.5%     3.3%   3.7%    8.2    8.2

Specialty Retail                      9.5%   10.5%   10.8%   11.5%   12.0%   12.6%     1.9%   4.0%     3.3%   4.0%   10.0   10.5

      Class A-Leased Asset            8.2%    9.0%    8.8%    9.7%   10.7%   11.3%     2.5%   4.0%     3.5%   4.0%    8.7   10.3
      Class B-Leased Asset            9.3%   10.3%   10.8%   11.5%   11.5%   12.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class A-Value Added            10.0%   11.0%   11.3%   12.0%   12.5%   13.0%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class B-Value Added            10.8%   11.8%   12.3%   13.0%   13.5%   13.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
===================================================================================================================================
RESIDENTIAL
===================================================================================================================================
Apartments                            9.0%    9.6%    9.8%   10.4%   11.5%   12.1%     2.7%   4.4%     3.2%   4.0%    8.4    9.3

      Class A-Leased Asset            8.6%    9.2%    9.0%    9.6%   11.2%   11.7%     2.9%   3.9%     3.3%   3.8%    8.4    8.9
      Class B-Leased Asset            8.9%    9.7%    9.7%   10.3%   11.0%   11.8%     2.5%   4.2%     3.1%   4.0%    9.6   10.2
      Class A-Value Added             8.9%    9.4%    9.8%   10.3%   11.6%   12.1%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
      Class B-Value Added             9.5%   10.1%   10.6%   11.3%   12.0%   13.0%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
</TABLE>


16  REAL ESTATE OUTLOOK



<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================

                                      Single-Tenant NNN Leased Properties
                                          (Excludes "Bondable" Leases)

                             Minimum No.  Going-in Cap Rate  Internal Rate of Return
                              of Years     Low       High       Low        High
<S>                              <C>       <C>       <C>        <C>        <C>
Investment Grade Tenant  
- ------------------------------------------------------------------------------------
                                  4.0       9.0%      9.0%      10.0%      12.0%
                      --------------------------------------------------------------
                                 10.0       8.0       9.0       10.5       11.5
                      --------------------------------------------------------------
                                  5.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.5       13.0       15.0
                      --------------------------------------------------------------
                                 10.0       8.5       9.0       10.5       12.0
                      --------------------------------------------------------------
                                 10.0       9.5      10.0       10.5       11.5
                      --------------------------------------------------------------
                                 10.0       8.5      11.0       10.8       12.0
                      --------------------------------------------------------------
                                 10.0       9.5       9.5       11.0       11.0
                      --------------------------------------------------------------
                                 20.0       9.0       9.0        N/A        N/A
                      --------------------------------------------------------------
                                 10.0       8.0      10.0        N/A        N/A
- ------------------------------------------------------------------------------------
Responses                        10.0      10.0      10.0        8.0        8.0
Average                           9.9       9.0%      9.8%      11.2%      12.3%
                                
                                
Non-Investment Grade Tenant
- ------------------------------------------------------------------------------------
                                  4.0       9.5%      9.5%      10.5%      13.0%
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.5       12.5
                      --------------------------------------------------------------
                                  5.0      13.0      13.0       15.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.0      12.0       17.0       20.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.0       13.0
                      --------------------------------------------------------------
                                 10.0      11.0      12.0       13.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 20.0      11.0      11.0       N/A        N/A
                      --------------------------------------------------------------
                                 10.0      10.0      12.5       N/A        N/A
                      --------------------------------------------------------------
Responses                         9.0       9.0       9.0        7.0        7.0
Average                           9.9      10.3%     11.2%      13.0%      14.5%
</TABLE>


                                                                 AUTUMN 1996 17




<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
LUXURY                                                                                                          HOTEL - FULL SERVICE
====================================================================================================================================
               8.0%     8.0%     10.0%    10.0%   18.0%    18.0%   25.0%   25.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
               7.0%     7.0%     10.0%    10.0%   15.0%    15.0%   20.0%   20.0%    7.0%    7.0%     4.0%    4.0%     5.0     5.0   
               6.0%     9.5%     10.0%    10.0%   12.0%    15.0%   15.0%   18.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
               8.0%    11.0%      8.5%    12.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               -        -        11.0%    13.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
               6.0%     8.0%     10.0%    12.0%   13.0%    14.0%   20.0%   22.0%    3.0%    4.0%     3.0%    4.0%     5.0     5.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   

Responses      7        7         8        8       8        8       8       8       8       8        8       8        8       8   
Average (%)    7.5%     9.3%      9.8%    10.9%   14.5%    15.3%   19.5%   20.1%    4.1%    4.3%     3.8%    3.9%     6.5     6.9   
====================================================================================================================================
FIRST CLASS  
====================================================================================================================================
               9.0%     9.0%     11.0%    11.0%   12.0%    12.0%   20.0%   20.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              10.0%    10.0%     10.0%    10.0%    -        -      13.0%   13.0%    3.0%    3.0%     3.0%    3.0%    10.0    10.0   
               9.0%     9.0%     11.0%    11.0%   14.0%    14.0%   13.0%   18.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    20.0%   18.0%   22.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               7.0%     9.0%     10.0%    11.0%   11.5%    12.0%   14.0%   16.0%    4.0%    5.0%     3.0%    4.0%     5.0     5.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               9.0%     9.0%     10.5%    10.5%   21.0%    21.0%   14.0%   14.0%    4.0%    4.0%     3.0%    3.0%     7.0     7.0   
              10.0%    12.0%     11.0%    11.0%    -        -       -       -       3.5%    3.5%     3.5%    3.5%     5.0    10.0   
              10.0%    10.0%      9.0%     9.5%   19.0%    19.0%   15.0%   15.0%    8.0%    8.0%     6.0%    6.0%     -       -     
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   
              10.5%    10.5%     10.5%    10.5%   13.5%    13.5%    -       -       3.5%    3.5%     3.5%    3.5%    10.0    10.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   

Responses     13       13        13       13      11       11      11      11      13      13       13      13       12      12     
Average%       9.3%    10.5%     10.4%    10.9%   15.8%    16.5%   17.3%   17.8%    4.2%    4.3%     3.7%    3.8%     6.6     7.3   
====================================================================================================================================
MID-RATE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              11.0%    11.0%     11.0%    11.0%   13.0%    13.0%   17.0%   17.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    18.0%   17.0%   20.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   

Responses      5        5         5        5       5        5       5       5       5       5        5       5        5       5     
Average(%)    10.0%    10.7%     11.0%    11.5%   14.2%    15.2%   18.0%   18.6%    4.2%    4.2%     3.7%    3.7%     6.4     7.0   


Total
Responses     25       25        26       26      24       24      24      24      26      26       26      26       25      25     
Weighted
Average (%)    8.9%    10.1%     10.4%    11.1%   14.8%    15.7%   18.3%   18.8%    4.2%    4.3%     3.7%    3.8%     6.5     7.0   
           =========================================================================================================================


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
LUXURY                            HOTEL - FULL SERVICE
======================================================
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    4.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  
Responses             8       8        8        8     
Average (%)           2.8%    3.3%     4.1%     4.4%  
======================================================
FIRST CLASS         
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     5.0%     5.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  
Responses            13      13       13       13     
Average%              2.8%    3.1%     4.2%     4.3%  
======================================================
MID-RATE                                              
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
Responses             5       5        5        5     
Average(%)            2.9%    3.1%     4.0%     4.0%  
                                                      

Total                                                 
Responses            26      26       26       26     
Weighted                                              
Average (%)           2.9%    3.2%     4.1%     4.2%  
           ===========================================
</TABLE>
*as percent of total revenues


18 REAL ESTATE OUTLOOK





<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
MID-RATE                                                                                                     HOTEL - LIMITED SERVICE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              12.0%    12.0%     12.0%    12.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               8.0%    10.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   16.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   

Responses      6        6         6        6       6        6       6       6       6       6        6       6        6       6     
Average(%)    10.3%    11.5%     11.5%    12.1%   15.7%    16.5%   17.5%   17.8%    3.5%    3.6%     3.7%    3.8%     6.2     6.7   
====================================================================================================================================
ECONOMY
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              13.0%    13.0%     13.0%    13.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               9.0%    11.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   

               5        5         5        5       5        5       5       5       5       5        5       5        5       5     
              10.8%    11.6%     11.7%    12.2%   13.8%    14.8%   17.0%   17.4%    3.5%    3.5%     3.9%    3.9%     6.4     7.0   

Total
Responses     11       11        11       11      11       11      11      11      11      11       11      11       11      11     
Weighted
Average (%)   10.6%    11.6%     11.6%    12.1%   14.7%    15.7%   17.3%   17.6%    3.5%    3.5%     3.8%    3.8%     6.3     6.8   


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
MID-RATE                       HOTEL - LIMITED SERVICE
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    4.0%     4.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   
                       4.0%    4.0%     5.0%     5.0%   

Responses              6       6        6        6      
Average(%)             3.3%    3.5%     4.3%     4.4%   
======================================================
ECONOMY                                                 
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    5.0%     5.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   

                       5       5        5        5      
                       3.4%    3.6%     4.3%     4.3%   


Total                                                   
Responses             11      11       11       11      
                                                        
Weighted                                                
Average (%)            3.4%    3.6%     4.3%     4.4%   

</TABLE>

*as percent of total revenues



                                                                 AUTUMN 1996 19




<PAGE>




                          Qualifications of Appraisers






<PAGE>



                                                                  QUALIFICATIONS
================================================================================
                                                           Donald R. Morris, MAI

Professional Affiliations:

     Member of the Appraisal Institute (MAI Designations #9812)
     District of Columbia Certified General Real Estate Appraiser (#GA00010267)
     Commonwealth of Virginia Certified General Real Estate 
       Appraiser (#4001002465) 
     State of Maryland Certified
     General Real Estate Appraiser (#7220)
     State of West Virginia Certified General Real Estate Appraiser (#237)

Appraisal/Real Estate Experience:

     Director/Manager, Cushman & Wakefield of Washington, D.C. and Assistant
     Manager, Cushman & Wakefield of Texas, Inc., Dallas, Texas, Valuation
     Advisory Services, a full service real estate organization specializing in
     appraisal and consultation. April 1990 to present.

     Associate Appraiser, Joseph A. Dengel & Company, Dallas, Texas, May 1977 to
     April 1990.

     Other real estate experience includes work as a residential listing and
     selling agent preparing market analyses and origination contracts.

     Experience includes appraisal of the following types of property:

     Office Buildings                Medical Office Buildings
     Regional Malls                  Power Centers
     Outlet Centers                  Community & Neighborhood Shopping Centers
     Department Stores               Industrial Buildings
     Residential Subdivisions        Single Family Residences
     Multi-Family Properties         Condominiums/Duplexes
     Subdivision Analysis            Farm/Ranch
     Mixed Use Properties            Golf Courses
     Grape Vineyards                 Special Purpose Facilities
     Commercial Land                 Hotel/Motel
     Ad Valorem Tax Appeals

     Appraisal and consulting services used for mortgage loans, relocations,
     gift and estate tax, condemnation and litigation purposes.

     Qualified as an expert witness in state and federal real estate court
     cases.

Education:

      Bachelor of Arts (Political Science), 1981
      University of Texas at Arlington, Arlington, Texas.



<PAGE>



                                                                  QUALIFICATIONS
================================================================================
                                                           Donald R. Morris, MAI

     Appraisal Institute Courses:

        #1A1 - Real Estate Appraisal Principles
        #1A2 - Basic Valuation Procedures
        #1B1 -Capitalization Theory & Techniques, Part A
        #1B2 - Capitalization Theory & Techniques, Part B
        #410 - Standards of Professional Appraisal Practice,Part A (USPAP) 
        #420 - Standards of Professional Appraisal Practice, Part B (Al) 
        #21 - Case Studies in Real Estate Valuation 
        #22 - Report Writing and Valuation Analysis 
        #82 - Residential Valuation Procedures

     Additional Accredited Real Estate Courses:

        Real Estate Appraisal
        Principles of Real Estate
        Real Estate Marketing
        Real Estate Finance
        Property Management

        Federal National Mortgage Corporation (Fannie Mae) - Appraisal Training

     Certified in the Appraisal's Institute's voluntary program of continuing
     education for its designated members.



<PAGE>



                                                                  QUALIFICATIONS
================================================================================
                                                       STEVEN A. STUDABAKER, MAI

Professional Affiliations:

     Member of the Appraisal Institute (MAI Designations #10241)
     Certified General Real Estate Appraiser District of Columbia- (#GA00010046)
     Certified General Real Estate Appraiser Commonwealth of 
       Virginia - (#4001001111)
     Certified General Real Estate Appraiser State of Maryland - (#10057)

     Board of Directors, Washington, D.C. Chapter of the Appraisal Institute,
     1995 & 1996

Appraisal/Real Estate Experience:

     Associate Director, Cushman & Wakefield of Washington, D.C., Valuation
     Advisory Services, a full service real estate organization specializing in
     appraisal and consultation. Member of National Retail Valuation Group.
     January, 1987 to present.

     Office Buildings                  Medical Office Buildings
     Biomedical Buildings              Industrial Buildings
     Regional Malls                    Power Centers
     Outlet Centers                    Community & Neighborhood Shopping Centers
     Department Stores                 Subdivision Development Analysis
     Residential Subdivisions          Bulk Single Family Lots
     Multi-Family Properties           Mixed Use Properties
     Commercial Land                   Hotel
     Fractional Interest Valuations    Leasehold/Leased Fee Valuations
     Ad Valorem Tax Appeals

Education:

     Bachelor of Arts (international Affairs & Economics), 1975
     University of Colorado, Boulder, Colorado

     Masters in Business Administration (Finance), 1980
     University of Southern California, Los Angeles, California

     Additional Accredited Real Estate Courses:

            Real Estate Investment Analysis
            Subdivision Analysis
            Comprehensive Appraisal Workshop
            Appraisal Reporting of Complex Residential Properties

Continuing education for state licensing




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

                    ===========================================

                    COMPLETE APPRAISAL
                    OF REAL PROPERTY

                    Maschellmac I, II, III, IV
                    1000, 1020, 1040, 1060 First Avenue
                    Upper Merion Township
                    Montgomery County, Pennsylvania

                    ===========================================


                    IN A SELF-CONTAINED REPORT

                    As of July 1, 1997


                    Prepared For:

                    Goldman Sachs Mortgage Company
                    85 Broad Street
                    New York, New York 10004


                    Prepared By:

                    Cushman & Wakefield of Pennsylvania, Inc.
                    Valuation Advisory Services
                    Two Logan Square - 20th Floor
                    Philadelphia, Pennsylvania 19103


<PAGE>


Cushman & Wakefield of Pennsylvania, Inc.                              CUSHMAN &
Two Logan Square                                                    WAKEFIELD(R)
Philadelphia, PA 19103                               A ROCKEFELLER GROUP COMPANY
(215) 963-4000




July 1, 1997




Mr. Sheridan Schechner
Managing Partner
Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Re:     Complete Appraisal of Real Property
        Maschellmac I, II, III, IV
        1000, 1020, 1040, 1060 First Avenue
        Upper Merion Township
        Montgomery County, Pennsylvania

Dear Mr. Schechner:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our self-contained appraisal
report estimating the market value of the leasehold estate in the subject
property. The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report.

     This report was prepared for Goldman Sachs Mortgage Company and is intended
only for its specified use. It may not be distributed to or relied upon by other
persons or entities without written permission of Cushman & Wakefield, Inc.

     This appraisal report has been prepared in accordance with our
interpretation of your institution's guidelines, the regulations of OCC and the
Uniform Standards of Professional Appraisal Practice, including the Competency
Provision and The Financial Institutions Reform, Recovery and Enforcement Act
(FIRREA) and the guidelines of federal regulatory agencies.

     The property was inspected by and the report was prepared by Paul R.
Sullivan, MAI under the supervision of John B. Rush, MAI.


<PAGE>


Mr. Sheridan Schechner
Goldman Sachs Mortgage Company          Page 2                      July 1, 1997



     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leasehold estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of July 1, 1997, was:

                 FORTY ONE MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($41,600,000)

     The Maschellmac Complex includes four separate parcels more fully described
within the body of this report. Individual cash flow projections have been
prepared on each building leading to a conclusion of value on a building by
building basis. The individual values are as follows:

     Building l - Maschellmac I, 1000 First Avenue           $8,900,000 
     Building 2 - Maschellmac II, 1020 First Avenue         $11,000,000 
     Building 3 - Maschellmac III, 1040 First Avenue        $11,300,000
     Building 4 - Maschellmac IV, 1060 First Avenue         $10,400,000

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,


Cushman & Wakefield of Pennsylvania, Inc.


/s/ Paul R. Sullivan

Paul R. Sullivan, MAI
State Certified Appraiser No. GA - 000351-L



/s/ John B. Rush

John B. Rush, MAI
State Certified Appraiser No. GA - 000331-L


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


<TABLE>
<CAPTION>

====================================================================================================================================

                                              SUMMARY OF SALIENT FACTS AND CONCLUSIONS

====================================================================================================================================
   Property     Location                      Property Type     Land Area        Building       Constructed        Zoning           
                                                                                   Area        
====================================================================================================================================
<S>              <C>                          <C>               <C>              <C>                 <C>          <C>               
                 1000 First Avenue
MaschellmacI     Upper Merion Township        4 story office    7.4 acres        74,872+/-s.f.       1982         SM,Suburban       
                 Montgomery County, PA          building                                                          Metropolitan      

                 1020 First Avenue 
MaschellmacII    Upper Merion Township        4 story offce     5.6 acres        74,556+/-s.f.       1984         SM,Suburban       
                 Montgomery County, PA          building                                                          Metropolitan      

                 1040 First Avenue
MaschellmacIII   Upper Merion Township        4 story offce     4.8 acres        75,488+/-s.f.       1985         SM,Suburban       
                 Montgomery County, PA          building                                                          Metropolitan      

                 1060 First Avenue
MaschellmacIV    Upper Merion Township        4 story offce     6.7 acres        77,718+/-s.f.       1986         SM,Suburban       
                 Montgomery County, PA          building                                                          Metropolitan      
====================================================================================================================================


<CAPTION>


================================================================================
                         Highest and Best Use
   Property           As Vacant            As Improved             Value        
                                                                 Conclusion     
================================================================================
<S>                   <C>                  <C>                  <C>             
MaschellmacI          Future offce         Continued             $8,900,000     
                      development          offce use                            
                                                                                
MaschellmacII         Future offce         Continued            $11,000,000     
                      development          offce use                            
                                                                                
MaschellmacIII        Future offce         Continued            $11,300,000    
                      development          offce use                            
                                                                                
MaschellmacIV         Future offce         Continued            $10,400,000 
                      development          offce use                            
                                                                                
================================================================================
</TABLE>




<PAGE>




                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================





                               [GRAPHIC OMITTED]





                              View of Maschellmac I
                                1000 First Avenue






                               [GRAPHIC OMITTED]




                             View of Maschellmac II
                                1020 First Avenue


<PAGE>


                                            Photographs of Subject Property
================================================================================




                                [GRAPHIC OMITTED]




                             View of Maschellmac III
                                1040 First Avenue





                                [GRAPHIC OMITTED]




                             View of Maschellmac IV
                                1060 First Avenue


<PAGE>


                                            Photographs of Subject Property
================================================================================




                                [GRAPHIC OMITTED]




                         Partial View Looking Northwest






                                [GRAPHIC OMITTED]



                             View Along First Avenue



<PAGE>


                                                          TABLE OF CONTENTS
================================================================================


                                                                            Page
PHOTOGRAPHS OF SUBJECT PROPERTY ...........................................    1

INTRODUCTION ..............................................................    1
     Identification of Property ...........................................    1
     Property Ownership and Recent History ................................    1
     Purpose, Function and Scope of the Appraisal .........................    1
     Extent of the Appraisal Process ......................................    1
     Date of Value and Property Inspection ................................    2
     Property Rights Appraised ............................................    2
     Definitions of Value, Interest Appraised, and Other Pertinent Terms ..    2
     Legal Description ....................................................    3

REGIONAL ANALYSIS .........................................................    4

MARKET ANALYSIS ...........................................................    9

PROPERTY DESCRIPTION ......................................................   16
     Site Description .....................................................   16
     Improvements Description .............................................   16

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   36

ZONING ....................................................................   39

HIGHEST AND BEST USE ......................................................   41

VALUATION PROCESS .........................................................   43

SALES COMPARISON APPROACH .................................................   45

INCOME CAPITALIZATION APPROACH ............................................   53

RECONCILIATION AND FINAL VALUE ESTIMATE ...................................   77

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   79

CERTIFICATION OF APPRAISAL ................................................   82

ADDENDA ...................................................................   83



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     This is a four building office complex called Maschellmac I, II, III, IV
and located in the King of Prussia area of Montgomery County, Pennsylvania. It
is an attractive and modern four story complex located at the corner of First
Avenue and Moore Road, about one-third of a mile from the intersection of the
Schuylkill Expressway and the Pennsylvania Turnpike. The street address is 1000,
1020, 1040, and 1060 First Avenue, King of Prussia, Montgomery County,
Pennsylvania.

     This is a modern four-story complex built between 1982 and 1986 on
individual ground leases ranging in size between 4.8 acres and 7.4 acres and
containing a total area of 24.50 acres. The buildings contain 302,634 net
rentable square feet. The buildings are modern in appearance and functional in
design. On the effective date of appraisal, occupancy stood at 100 percent.

Property Ownership and Recent History

     The improvements were built between 1982 and 1986 by its current owner,
Bell Atlantic Properties, Inc. on land leased from Northern Trust Company,
Trustee. There are four individual land leases covering the four phase
development of Maschellmac. On the facing page is a summary of the four land
leases. No transfers have occurred in the last three years.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of the
leasehold estate on July 1, 1997. The appraisal is to be used to monitor the
performance of a portfolio asset.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the building and the site improvements and a
          representative sample of tenant spaces with Mr. Christian L.
          Rodenhaver, the manager.

     o    Interviewed Mr. Christian L. Rodenhaver of the property management
          company, Atlantic American Properties.

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent rental rates and occupancy with the building
          manager.

     o    Reviewed a detailed history of income and expense and a budget
          forecast for 1997 including the budget for planned capital
          expenditures and repairs.

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing buildings which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files.

     o    Prepared an estimate of stabilized income and expense (for
          capitalization purposes).

================================================================================

                                      -1-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               Introduction
================================================================================

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain sales price per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers. (See
          detailed sales write-ups in Addenda for more complete information on
          the verification process.)

     o    Prepared Sales Comparison and Income Approaches to value.

Date of Value and Property Inspection

     The date of value is July 1, 1997. We inspected the property on May 30,
1997.

Property Rights Appraised

     Leasehold estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

================================================================================

                                       -2-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               Introduction
================================================================================

          Our analysis of comparable sales indicates that an Exposure Time of
     between 6 and 12 months was typical for facilities like the subject.
     Therefore, based upon our analysis of comparable sales in conjunction with
     the physical, locational and economic characteristics of the subject
     property, it is our opinion that an Exposure Time of approximately six
     months would be typical prior to our market value conclusion as of the date
     of valuation.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Leasehold Estate

     The right to use and occupy real property for a stated term and under
     certain conditions; conveyed by a lease.

     Value As Is

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; relates to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

Legal Description

     The property is legally identified by the Montgomery County Assessor's
Office, as Lots 2, 31, 32, and 33 contained within Block 27A in Upper Merion
Township, Pennsylvania. We have not been provided with the metes and bounds
legal description of this site, therefore, none is exhibited.

================================================================================

                                      -3- 

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               REGIONAL ANALYSIS
================================================================================

Philadelphia Metropolitan Area

     The subject property is located in the northwest quadrant of the
Philadelphia Metropolitan Area in Montgomery County, Pennsylvania. The
Philadelphia Metropolitan Area, itself, encompasses over 3,500 square miles
through the counties immediately surrounding the city in both Pennsylvania and
New Jersey. The greater metropolitan area is actually part of a larger economic
and geographic entity known as the Delaware Valley, which extends from Trenton,
New Jersey at the north to Wilmington, Delaware at the south. The Delaware
Valley is a closely integrated market which pervades the many political
subdivisions incorporated in it.

Population

     According to the most recent estimate of the Federal Census Bureau, the
Philadelphia Metropolitan Area has the fourth largest population in the nation
after Los Angeles, New York, and Chicago. The currently reported population of
about five million represents a .4 percent increase over that counted in 1990.
The statistics indicated population growth in the suburban counties surrounding
Philadelphia, with a decline in the city itself. The current population of
Montgomery County is reported to be about 707,000, an increase of approximately
4.3 percent since 1990. These statistics are significant in that demographers
believe population growth is directly tied to employment growth.

================================================================================
                              Population Statistics
                         Philadelphia Metropolitan Area
                                 (in Thousands)
================================================================================
                                                        %                   % 
       County                     1980      1990     Change    1996      Change
================================================================================
Bucks                             483.8     541.2    +11.9%    576.1     +6.4%
- --------------------------------------------------------------------------------
Chester                           320.1     376.4    +17.6%    403.8     +7.3%
- --------------------------------------------------------------------------------
Delaware                          552.2     547.7     -0.8%    547.2      -.1%
- --------------------------------------------------------------------------------
Montgomery                        644.6     678.1     +5.2%    707.0     +4.3%
- --------------------------------------------------------------------------------
Philadelphia                    1,668.2   1,585.6     -5.0%  1,503.0     -5.2%
- --------------------------------------------------------------------------------
Burlington                        366.0     395.1     +8.0%    402.4     +1.8%
- --------------------------------------------------------------------------------
Camden                            472.8     502.8     +6.4%    505.5      +.5%
- --------------------------------------------------------------------------------
Gloucester                        202.1     230.1    +13.9%    245.2     +6.6%
- --------------------------------------------------------------------------------
Salem                              65.0      65.3     +0.5%     64.1     -1.8%
================================================================================
Total Metropolitan Area         4,774.8   4,922.3     +3.1%  4,954.3     +0.7%
================================================================================
Source: U.S. Census Bureau
================================================================================

Employment

     The traditional economic base of the region was once heavy manufacturing.
Concurrent with national trends, the regional economy has now shifted toward a
skilled/service oriented base. Approximately 35 percent of the region's 2.2+/-
million in the wage and salary workforce is now employed in the service
industries, as contrasted with the approximate 14 percent employed in
manufacturing. Furthermore, another 23 percent of the region's workforce is
employed in the wholesale and retail trades, while only 14 percent is employed
by government.

================================================================================

                                       -4-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          Regional Analysis
================================================================================

<TABLE>
================================================================================================
                                 Philadelphia Metropolitan Area
                                  January Employment Statistics
                                         (In Thousands)
<CAPTION>
================================================================================================
      Industry Classification                 1990        1995     (DELTA)      1997     (DELTA)
================================================================================================
<S>                                         <C>        <C>           <C>      <C>          <C> 
Manufacturing                                 358.6      311.8      -2.6%       305.6     -2.0%
- ------------------------------------------------------------------------------------------------
Construction & Mining                          95.4       73.9      +6.0%        73.2     -1.0%
- ------------------------------------------------------------------------------------------------
Transportation, Communication & Utilities      99.0      104.5      +3.3%       104.7     +1.9%
- ------------------------------------------------------------------------------------------------
Wholesale & Retail Trades                     508.0      482.8      -2.3%       494.6     +2.4%
- ------------------------------------------------------------------------------------------------
Finance, Insurance & Real Estate              167.6      155.1      -1.3%       154.2     -0.6%
- ------------------------------------------------------------------------------------------------
Services                                      659.1      717.5      +4.3%       765.4     +6.7%
- ------------------------------------------------------------------------------------------------
Government                                    308.4      303.3      +0.6%       298.7     -1.5%
- ------------------------------------------------------------------------------------------------
Total Wage & Salary Employment              2,196.1    2,148.9      +0.8%     2,196.4     +2.2%
- ------------------------------------------------------------------------------------------------
Total Civilian Labor Force                  2,409.0    2,397.6      -0.9%     2,450.3     +2.2%
- ------------------------------------------------------------------------------------------------
Unemployment                                  114.1      143.5                  123.3
- ------------------------------------------------------------------------------------------------
Unemployment Rate                               4.7%       6.0%                   5.0%
================================================================================================
Source: Pennsylvania Department of Labor and Industry
================================================================================================
</TABLE>

     According to statistics prepared by the Pennsylvania Department of Industry
and Labor, wage and salary employment in the Philadelphia Metropolitan Area
increased by 47,500 jobs or 2.2 percent between 1995 and 1997. Additionally, the
total civilian labor force which includes wage and salary employment plus those
who are self-employed increased by 52,700 workers. As can be seen, a vast
majority of this growth in employment is in the service industries and the
wholesale and retail trades. The continued growth in the service industries as
well as the relative stability in the finance, insurance and real estate
classification is significant to real property like the subject as it is from
these groups that the occupants of office space come.

     The state Department of Industry and Labor reports that, within the service
industries, business services, particularly temporary help agencies and
accounting firms, led this employment classification with a growth of 27,900
jobs created since 1992. Second place goes to medical services with 12,600 new
jobs created in the Philadelphia Metropolitan Area over the past four years.
Private sector education was third growing by 19,900 jobs. A listing of the ten
largest employers in Montgomery County alone bears out these statistics.

================================================================================

                                       -5-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               Regional Analysis
================================================================================

================================================================================
                          Largest Non-Public Employers
                                Montgomery County
- --------------------------------------------------------------------------------
           Employer              Local Employees       Product or Service
================================================================================
Prudential Insurance Company          6,720        Insurance; Financial Services
- --------------------------------------------------------------------------------
Martin Marietta                       5,700        Defense & Space Equipment
- --------------------------------------------------------------------------------
Merck & Co.                           5,200        Pharmaceuticals
- --------------------------------------------------------------------------------
SmithKline Beecham                    3,650        Pharmaceuticals; R&D
- --------------------------------------------------------------------------------
Main Line Health System               3,480        Home Health Care
- --------------------------------------------------------------------------------
Rhone-Poulenc Rorer, Inc.             2,600        Pharmaceuticals
- --------------------------------------------------------------------------------
Unisys Corp.                          2,600        Computer Equipment/Software
- --------------------------------------------------------------------------------
U.S. HealthCare, Inc.                 2,388        Managed Health Care Plans
- --------------------------------------------------------------------------------
Ford Electronics                      2,300        Automotive Electronics
- --------------------------------------------------------------------------------
Abington Memorial Hospital            1,921        Teaching Hospital
================================================================================
Source: Philadelphia Business Journal
================================================================================

     According to the Pennsylvania Department of Labor and Industry, the March,
1997 unemployment rate in the nine county Philadelphia Metropolitan Area was 4.9
percent as compared to 5.1 percent for the Commonwealth of Pennsylvania and 5.2
percent for the U.S. as a whole. Montgomery County had a 3.7 percent
unemployment rate in March, 1997 which was one of the lowest unemployment rates
of any county in Pennsylvania.

Income

     The median effective household buying income or disposable income after
federal taxes in the Philadelphia Metropolitan Area is currently estimated to be
$44,815. Throughout the region, it is estimated that 11.4 percent of the 1.8
million households have an effective buying income under $20,000 annually. For
the entire metropolitan area, 43.9 percent of households have yearly EBI in
excess of $50,000. Montgomery County has the second highest current median
household income level in the Metropolitan Area at $54,711 per dwelling unit.

================================================================================

                                       -6-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                               Regional Analysis
================================================================================

                                Income Statistics
                         Philadelphia Metropolitan Area
================================================================================
                                            Effective
                                           Buying Income      Median Household
       County               Households     (in Thousands)           EBI
================================================================================
Bucks                         201,200       $12,262,322           $53,117
- --------------------------------------------------------------------------------
Chester                       141,500         9,721,125            56,581
- --------------------------------------------------------------------------------
Delaware                      202,700        11,060,641            45,752
- --------------------------------------------------------------------------------
Montgomery                    267,400        18,535,055            54,711
- --------------------------------------------------------------------------------
Philadelphia                  577,300        22,803,611            31,682
- --------------------------------------------------------------------------------
Burlington                    139,900         7,995,281            49,379
- --------------------------------------------------------------------------------
Camden                        179,200         9,980,971            47,387
- --------------------------------------------------------------------------------
Gloucester                     83,100         4,672,913            51,405
- --------------------------------------------------------------------------------
Salem                          23,700         1,195,590            45,095
================================================================================
Total                       1,816,000       $98,227,509           $44,815
================================================================================
Source: Sales & Marketing Management
================================================================================

Retail Sales

     Retail sales in the Philadelphia Metropolitan Area are currently estimated
to approach $44.3 billion annually. The Philadelphia area ranked fourth
nationally behind Chicago, Los Angeles, New York and Washington, DC in total
retail sales for 1995, the last year for which statistics are currently
available. Retail sales in this metropolitan area have increased at a compound
annual rate of 4.2 percent since 1990. Within Montgomery County, annual retail
sales for 1995 were estimated to be about $8.6 billion, which were 2.6 percent
higher than the previous year sales. Since 1989, retail sales in Montgomery
County have been erratic but have increased overall at a compound annual rate of
2.2 percent.

================================================================================
                                  Retail Sales
              Philadelphia Metropolitan Area and Montgomery County
                                 (in Thousands)
================================================================================
               Metropolitan                         Montgomery
Year           Philadelphia      % Change             County          % Change
================================================================================
1989           $35,816,878           --             $7,544,275             --
- --------------------------------------------------------------------------------
1990           $36,033,312         +0.6%             $7,357,913         -2.5%
- --------------------------------------------------------------------------------
1991           $35,120,446         -2.5%             $7,079,937         -3.8%
- --------------------------------------------------------------------------------
1992           $39,811,716        +12.2%             $8,016,495        +13.2%
- --------------------------------------------------------------------------------
1993           $40,858,286         +2.6%             $8,358,755         +4.3%
- --------------------------------------------------------------------------------
1994           $43,480,561         +6.4%             $8,366,567         +0.1%
- --------------------------------------------------------------------------------
1995           $44,309,612         +1.9%             $8,581,033         +2.6%
- --------------------------------------------------------------------------------
Compound Annual Change             +4.2%                                +2.2
================================================================================
Source: Sales & Marketing Management 1990-1996
================================================================================

================================================================================

                                       -7-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>
      
      
                                                               Regional Analysis
================================================================================
      
Linkages

     The Philadelphia Metropolitan Area benefits from an admirable
transportation system linking the region to the rest of the nation and points
throughout the world. The Port of Philadelphia is one of the largest fresh water
ports in the country. The Philadelphia International Airport provides service to
most major North American cities and many European destinations. From its
central location in the heart of the eastern megalopolis, excellent highway and
rail accessibility is also available.

Cultural, Educational and Recreational Resources

     Educational opportunities abound throughout the region, with twelve major
colleges and universities located here. There are also four teaching medical
college hospitals in the Philadelphia area. As the nation's fourth largest urban
center and first capital, cultural and recreational activities available to the
populace are widely diverse.

Conclusions

     The central core of this metropolitan area, the City of Philadelphia,
continues to experience a fiscal crisis precipitated by a diminishing tax base
and the increased need for new and costly municipal services. However, the
current administration and council are now cooperating to promote fiscal
responsibility which has created the city's first operating surplus in years. On
the other hand, the surrounding suburban counties have been the focus of the
region's population and job growth over the last decade. This trend is expected
to continue into the next century.

     Overall, the Philadelphia Metropolitan Area is an older, densely developed
region with a mature economy which can only be expected to grow less and at a
slower pace in the months and years to come. Taxes and labor costs throughout
the Northeastern United States are higher than elsewhere so that the
opportunities for low cost start-up companies are less. Fortunately, the
patchwork of existing small to mid-sized companies in the Philadelphia
Metropolitan Area should protect this region from the severe economic shocks
seen in many single industry towns.

     Thus, over the long term, the Philadelphia Metropolitan Area benefits from
a diversified economic base which should protect the region from the effects of
wide swings in the economy. The region's strategic location along the eastern
seaboard and its reputation as a major business center should further enhance
the area's long term outlook. The region's real estate market is advancing
steadily toward equilibrium in most sectors. It is our conclusion that the long
term trends of the region should eventually exert positive influences on the
values of well located and well designed real property.

================================================================================

                                      -8-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            MARKET ANALYSIS
================================================================================

General Overview

     Office buildings, as an asset class, are attracting renewed interest from
investors in the current market. Many believe suburban office buildings offer
the greatest upside potential among the various property types. In many markets
now, vacancy rates have declined among the best quality suburban office
buildings while rental rates have begun to appreciate for the first time this
decade in response to that shift in demand. Prices for Class A office complexes
have thus increased over the past twelve months as buyers seek to profit from
this shift in the market.

     The office employment which is occurring now comes from small and mid-sized
technologically sophisticated firms. These, more than most, seek suburban
locations which are close to their employees. By moving closer to their
employees, commuting time is less which, some say, creates a more productive
workforce. Frequently, occupancy costs are lower in the suburbs than in the
urban core which translates back into corporate profitability. The subject
property benefits from such trends, particularly due to its location in the
western suburbs of Philadelphia.

     The lack of new construction is also viewed as a positive in the office
market. Though firms are leasing less space per employee than ever before,
office building owners now have a stronger negotiating position as demand begins
to outpace supply. Still, in most communities, there is plenty of land available
for new competition.

     The subject property shares in these macro-market observations and trends.
More importantly, the subject competes in its own micro-market for tenants,
users and ultimately, investment returns. The following points highlight
conditions in the local marketplace.

Market Supply

     The subject property competes for tenants in the King of Prussia/Valley
Forge/Route 202 Corridor which extends from King of Prussia at the north to West
Chester at the south. At the end of the first quarter - 1997, there were
approximately 9.5 million square of commercial office space along the Route 202
Corridor competing for tenants. Of this total, about 7 million square feet are
Class A office space like the subject.

<TABLE>
<CAPTION>
=====================================================================================
                             Office Market Overview
                 King of Prussia/Valley Forge/Route 202 Corridor
                                  March 31,1997
=====================================================================================
Class of Space           Total Inventory       Total Area Available     Vacancy Rate
- -------------------------------------------------------------------------------------
<S>                      <C>                        <C>                     <C>
       A                 6,952,466 SF               216,850 SF               3.1%
       B                 2,521,471 SF               624,327 SF              24.8%
- -------------------------------------------------------------------------------------
Total Inventory          9,473,937 SF               841,177 SF               8.9%
=====================================================================================
</TABLE>

     As of March 31, 1997, total vacancy in this marketplace was reported to be
8.9 percent. This is down 110 basis points from December 31, 1996 and
considerably less than the peak 20.3 percent reported at year-end 1993. The
latest figures report vacancy in the Class A segment of the Route 202 Corridor
market to be only 6.2 percent.

================================================================================

                                       -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Market Analysis
================================================================================

<TABLE>
<CAPTION>
===========================================================================================================
                                           Historic Vacancy Rates
                              King of Prussia/Valley Forge/Route 202 Corridor
===========================================================================================================
  Period Ending                Total Availibilities             Vacancy Rate              New Construction
===========================================================================================================
<S>                                <C>                              <C>                    <C>      
   March, 1997                       841,177 SF                      8.9%                   44,000 SF
December, 1996                       927,942 SF                     10.0%                     - 0 -
December, 1995                     1,642,682 SF                     17.7%                     - 0 -
December, 1994                     1,892,331 SF                     20.3%                     - 0 -
December, 1993                     1,497,602 SF                     17.7%                     - 0 -
December, 1992                     1,460,417 SF                     17.4%                  134,672 SF
===========================================================================================================
</TABLE>

     Within the commercial office market, some space must be maintained at all
times to accommodate the constant shifting of tenants. A shortage in available
inventory is indicated in the market when there is a discernible lack of prime
contiguous office space for larger users. Under these conditions, new
construction is stimulated. At present, there are limited blocks of contiguous
space within this market place. However, Trammel Crow has proposed developing a
186,000+/- square foot office complex at the intersection of Routes 202 and 401.
Additionally, Liberty property Trust is now completely renovating a 65,000+/-
square foot building at 500 Swedesford Road in the Wayne section of Chester
County. Finally, the Terramics Property Company is now constructing a 44,000+/-
square foot build-to-suit office building for Unisource in the Berwyn area.
Thus, the market is stirring toward additional inventory now that the overall
vacancy rate has declined into single digits.

     The northern section of the King of Prussia/Valley Forge/Route 202 Corridor
is substantially developed, but the southern end of the corridor still offers
substantial land available for future development. However, financing
requirements continue to be stringent which will curtail rampant, speculative
development. Without a financially responsible lead tenant or user, construction
and permanent financing is difficult to obtain at this time.

Market Demand

     Market demand for office space is primarily measured by absorption
statistics. Demand for office space along the King of Prussia/Valley Forge/Route
202 Corridor marketplace has historically come from the movement of users
outward from the City of Philadelphia and from the formation of new high
tech/service oriented businesses. From an overall market perspective, absorption
statistics are highly indicative of long term growth or decline. Among the
various properties which compete for tenants, leasing activity serves as an
indication of movement around a specific marketplace.

     Where absorption is the net change in occupied space over a period of time,
leasing is the sum of all completed transactions in a given time period. Leasing
statistics are an important consideration in an office market analysis as they
can show the amount of continued interest in a specific marketplace and product
type. Typically, new construction benefits in a market with strong leasing
statistics as tenants "trade-up" to the latest buildings from older complexes.

================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Market Analysis
================================================================================

================================================================================
                   Historic Absorption and Leasing Statistics
                 King of Prussia/Valley Forge/Route 202 Corridor
================================================================================
     Period Ending                     Absorption                    Leasing
================================================================================
        March, 1997                    161,007 SF                   215,579 SF
     December, 1996                    559,475 SF                   981,408 SF
     December, 1995                    286,516 SF                 1,331,875 SF
     December, 1994                   -219,546 SF                   846,454 SF
     December, 1993                     53,668 SF                   926,116 SF
     December, 1992                     -2,684 SF                   993,714 SF
================================================================================

     During the first quarter of 1997, absorption in this marketplace was a
positive 161,000+/- square feet. This is on top of the 559,000 absorbed during
1996 and is indicative of the renewed demand for office space in this market.
Leasing statistics during the first quarter of 1997 were also favorable and have
been for many years.

     Office occupancies are now being affected by American business' need to
compete globally and an application of new technologies to the way white collar
employment is conducted. In order to compete, many corporations are downsizing
their operations, forcing fewer employees to do more in less space. Also,
technologies like portable phone systems and voice mail enable many to work for
extended periods outside their base of operations. Many of these new jobs are
frequently held by workers who can perform their services from home offices,
clients' offices or under "hoteling" arrangements.

     Given current market dynamics, it becomes apparent that new office space
will be needed in the near term. This, of course, bodes well for current
investors with the patience and wherewithal to wait for that expected turn of
events. With anticipated demand, it would appear that upside potential exists in
well located and functionally designed office properties. We note, however, that
discipline will need to continue among financiers of such projects or a return
to the economic bust of the late Eighties will result.

Rental Rates

     The average face rental rate for Class A office space in the King of
Prussia/Valley Forge/Route 202 Corridor marketplace at the end of 1996 was
$21.75 per square foot of rentable building area on a full service basis. This
represents almost a 7 percent increase over that reported at year-end 1995 and
can be traced part way to a 770 basis point decline in the overall market
vacancy rate. Class B space typically rents at a 15 to 20 percent discount from
that achieved in the Class A segment of the market.

================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                                           Market Analysis
================================================================================

<TABLE>
<CAPTION>
============================================================================================================
                                  Average Historic Face Office Rental Rates
                               King of Prussia/Valley Forge/Route 202 Corridor
                                             Full Service Basis
============================================================================================================
      Date              Class A Rent      (DELTA)        Class B Rent       (DELTA)        CPI       (DELTA)
============================================================================================================
<S>                      <C>               <C>            <C>               <C>           <C>        <C>  
   March, 1997           $21.82/SF         +0.32%         $17.50/SF          +0.86%       166.1      +1.10%
December, 1996           $21.75/SF         +6.98%         $17.35/SF         +10.44%       164.3      +3.39%
December, 1995           $20.33/SF         -3.05%         $15.71/SF         + 6.15%       159.1      +2.38%
December, 1994           $20.97/SF         +2.84%         $14.80/SF         - 8.02%       155.4      +2.71%
December, 1993           $20.39/SF         +5.43%         $16.09/SF         + 5.44%       151.3      +2.58%
December, 1992           $19.34/SF         -0.82%         $15.26/SF         - 4.33%       147.5      +2.15%
============================================================================================================
</TABLE>

     A tight Class A office market will precipitate new construction. In order
to economically justify construction, users must first be willing to pay higher
rents than are now being achieved in the competitive open market. Rents are
moving in a positive direction in response to demand outpacing supply which
bodes well for well designed and well maintained real property in both classes
of office space.

Concessions

     Rent abatement had been a standard inducement to tenants during the late
Eighties and very early Nineties, but are now not frequently being granted. In
order to win new tenants, landlords had been paying for tenant requested office
finishes well over the standard work letter. In some instances, landlords were
also paying the tenants' moving charges, assuming the rental payments on the
tenants' existing leases, and even making cash bonus payments to the tenants in
order to entice them to a new project. Most of these types of concessions have
ceased though as capital for such items has all but effectively been removed
from the current market. While there are still instances of free rent being
quoted, the current trend is definitely toward effective rents.

Tenant Improvements Costs

     In the leasing of brand new professional office space, a building standard
for interior finishes is established. Should a particular tenant desire interior
office finishes which exceed the established building standard, then that tenant
must reimburse the landlord for constructing them. The standard work letter for
brand new first generation office space in suburban Philadelphia is
approximately $20.00 per square foot of rentable area. The cost for tenant
requested interior office finishes which exceed these standards are generally
borne by the lessee. In relet, second generation space, however, the cost of
tenant alterations is considerably less as many materials can be recycled.

     The trend of the current marketplace, particularly in second generation
space, has been to work with what is in place. From ownership's perspective,
cash for tenant improvements is scarce so that avoiding demolition and
reconstruction costs is important. We are informed that tenants are also less
demanding in their space improvements needs in order to secure a more favorable
rental rate in these competitive times for American business.

================================================================================

                                      -12-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                            Market Analysis
================================================================================

     In general terms, a simple re-painting and re-carpeting and cleaning of
ceiling tiles can cost from $5.00 to $8.00 per square foot of rentable area.
When some demolition and reconstruction is necessary, tenant improvement costs
easily escalate to the $10.00 to $15.00 per square foot range. A complete
demolition and reconstruction of a major tenant area or full floor will cost
from $18.00 to $25.00 per square foot in the current market. The amortization of
these costs over the term of the lease is expensive and will lower ownership's
return.

Leasing Commissions

     The standard market practice for leasing commissions at office space in
suburban Philadelphia is six percent of the first year's negotiated rent, five
percent of the second, four percent of the third, three percent of each
subsequent year's gross rent - all payable at initial occupancy. On a weighted
average basis for a five year lease, commissions would amount to 4.2 percent of
the aggregate rent negotiated; that for a ten year lease becomes 3.6 percent.
For a renewal, half those amounts is customary but open to negotiation between
ownership and the brokerage community. In any event, the cost of leasing
commissions is an expense to ownership beyond the general operations of the real
estate.

Direct Competition

     On the opposing page is a listing of properties which we feel are direct
competition to the subject property. As can be seen from the foregoing summary,
there are approximately 1.5 million square feet of office space among these
direct competitors. This competition is exhibiting a vacancy rate of 6.9 percent
which is less than the overall market.

The Subject's Competitive Position

     The subject property lies at the northern end of the King of Prussia/Valley
Forge/Route 202 Corridor. The northern end is considered superior to the
southern end being closer to King of Prussia where a majority of development
evolved over the past three decades. As population expands outward, the
southern end is becoming more attractive to users of office space. It remains,
though, secondary in the overall market. The subject property is located within
the King of Prussia Industrial Park in the northwestern portion of Upper Merion
Township, Montgomery County, Pennsylvania.

     This area is regarded as one of the premier industrial and office locations
within the greater Philadelphia area. The Route 202 Corridor, which extends from
West Chester in the southwestern suburbs to Horsham Township in the northwest
suburbs, has experienced rapid industrial and office development. King of
Prussia is approximately at the midpoint of the corridor and has generally been
the focus of most of the development.

     The area's rapid growth is due in part to the highly accessible road
network serving the neighborhood. This includes the Pennsylvania Turnpike,
I-76/276, Schuylkill Expressway, I-76, US Route 202 (DeKalb Pike) and US Route
422, the Pottstown Expressway, all of which converge in King of Prussia.
Additionally, there is an extensive branch of secondary roads which facilitate
movement in the area.

================================================================================

                                      -13-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Market Analysis
================================================================================

     The area immediately surrounding and directly influencing the subject is
characterized by industrial and office uses. Office uses include Maschellmac
Complex, Metropolitan Business Center and a number of smaller single and
multi-tenant buildings. Major companies within the park include Martin Marietta,
Alo Chemical, United Refrigeration, Harris Fulfillment, General Electric,
Smith-Kline Beecham, Centennial Printing, Executone Information Systems, C. B.
Ives, Rorer Group, Inc., among others.

Conclusions

     The overall marketplace of the subject is exhibiting a vacancy rate of 8.9
percent. Absorption and leasing remain strong in this market leading rental
rates to increase at a pace which is greater than inflation in the general
economy. New construction is contemplated, but is held in check by stringent
financing policies. Still, with rental rates on the rise, the costs associated
with new development become more economic.

     The southern end of the King of Prussia/Valley Forge/Route 202 Corridor
will be the focus of much of this new development as that is where the most land
exists for construction. Suburban areas are expected to be the focus of job
creation well into the next century. However, while forecasts call for an
expansion in office type employment, the absolute amount of that will be less
than previously experienced in the boom years of the Eighties.

     The subject is positioned in a successful business campus which is
dominated by high-tech, owner users of real property. It affords a functional
design which is conducive primarily to multi-tenant occupancy. With competent
ownership, efficient management and aggressive promotion, we believe the subject
property will favorably compete in this market.

Exposure Time

     Exposure Time is defined as the estimated length of time the property
interest being appraised would have been offered on the market prior to the
hypothetical consummation of a sale at the estimated market value on the
effective date of the appraisal. It is a retrospective estimate based upon an
analysis of past events assuming a competitive and open market. Thus, Exposure
Time is presumed to precede the effective date of the appraisal.

     Our analysis of comparable sales indicates that an Exposure Time of between
6 and 9 months was typical for office facilities. Therefore, based upon our
analysis of comparable sales in conjunction with the physical, locational and
economic characteristics of the subject property, it is our opinion that an
Exposure Time of approximately 6 months would be typical prior to our market
value conclusion as of the date of valuation.

================================================================================

                                      -14-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                        PROPERTY DESCRIPTION
================================================================================

The Subject Property

     The subject property consists of 4 separate parcels of real estate. Each of
the sites is improved with a four story office building. As indicated on the Tax
Map on the facing page, the sites are designated at Block 27A, Lots 2, 31, 32
and 33. The following is more detailed description of the 4 parcels which
comprise the subject property:

Site Descriptions

     On the opposing page is a presentation of site specific characteristics for
the 4 parcels which comprise the subject property. In our appraisals of these
parcels, we did not receive nor review a soil report. However, we assume that
the soil's load-bearing capacity is sufficient to support all existing
structures. The sites' drainage appears to be adequate.

     We were not given a title report to review. We do not know of any other
easements, encroachments or restrictions, other than normal utility easements
that would adversely affect the sites' uses. However, we recommend a title
search to determine whether any adverse conditions exist.

     We were not given a Wetlands survey to review either. If subsequent
engineering data reveal the presence of regulated wetlands areas, it could
materially affect property value. We recommend a wetlands survey by a competent
engineering firm.

     According to Community Panel #420957-0001A, National Flood Insurance Rate
Map, effective November 16, 1977, the parcels are located in Flood Hazard Zone
A, an area outside the 100 year flood plain, except for a portion of Maschellmac
IV. A portion of this parcel is within the 100 year flood plain of the Trout
Creek.

     No evidence of toxic or hazardous substances were observed during our
inspection of the sites. However, we are not trained to perform technical
environmental inspections. A professional study is recommended for final
determination of any presence of toxic substances.

     Overall, the sites are typical of business campus development in the area,
functionally adequate and well suited for that use.

Descriptions of Improvements

     On the following opposing page is a presentation of general physical
characteristics for the 4 buildings which are part of the subject property. The
reader will note that we have not made, nor are we qualified by training to
make, a compliance survey of the properties with the American with Disabilities
Act (ADA). Since we have not been provided with the results of a professional
survey, we did not consider possible non-compliance with the requirements of ADA
in estimating the value of the real estate.

================================================================================

                                      -15-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                       Property Description
================================================================================

     Additionally, we are not aware of any potentially hazardous materials which
may have been used in the construction of the improvements to the subject site.
Again, we are not qualified to detect such materials and urge the client to
employ an expert in the field to determine if any exist. Finally, no personal
property is included in our analysis of the subject property The following
paragraphs describe specific important attributes for each building:

     Maschellmac I, is a multi-tenant office building with brick exterior walls,
solar bronze tinted glass windows, and built-up roof cover. The building has two
Dover 2,500 lb. capacity elevators, fully sprinklered and roof mounted package
heating and air conditioning units.

     Layout typically consists of front entrance lobby, elevator bank, men's and
women's washroom and office suites. Upper floors have similar layouts. Office
finishes include primarily carpeted floors, fabric covered walls and acoustical
tile ceilings with recessed fluorescent lighting fixtures. Washrooms have
ceramic tile floors, painted walls and acoustical tile ceilings. The
improvements are situated on a well landscaped lot with adequate on-site
parking.

     Maschellmac II, is a single-tenant office building with brick exterior
walls, solar bronze tinted glass windows, and built-up roof cover. The building
has two Dover 2,500 lb. capacity elevators, fully sprinklered and roof mounted
package heating and air conditioning units.

     Layout typically consists of front entrance lobby, elevator bank, men's and
women's washroom and office suites. Upper floors have similar layouts. Office
finishes include primarily carpeted floors, fabric covered walls and acoustical
tile ceilings with recessed fluorescent lighting fixtures. Washrooms have
ceramic tile floors, painted walls and acoustical tile ceilings. The
improvements are situated on a well landscaped lot with adequate on-site
parking.

     Maschellmac III, is a multi-tenant office building with brick exterior
walls, solar bronze tinted glass windows, and built-up roof cover. The building
has two Dover 2,500 lb. capacity elevators, fully sprinklered and roof mounted
package heating and air conditioning units.

     Layout typically consists of front entrance lobby, elevator bank, men's and
women's washroom and office suites. Upper floors have similar layouts. Office
finishes include primarily carpeted floors, fabric covered walls and acoustical
tile ceilings with recessed fluorescent lighting fixtures. Washrooms have
ceramic tile floors, painted walls and acoustical tile ceilings. The
improvements are situated on a well landscaped lot with adequate on-site
parking.

     Maschellmac IV, is a multi-tenant office building with brick exterior
walls, solar bronze tinted glass windows, and built-up roof cover. The building
has two Dover 2,500 lb. capacity elevators, fully sprinklered and roof mounted
package heating and air conditioning units.

     Layout typically consists of front entrance lobby, elevator bank, men's and
women's washroom and office suites. Upper floors have similar layouts. Office
finishes include primarily carpeted floors, fabric covered walls and acoustical
tile ceilings with recessed fluorescent lighting fixtures. Washrooms have
ceramic tile floors, painted walls and acoustical tile ceilings. The
improvements are situated on a well landscaped lot with adequate on-site
parking.

================================================================================

                                      -16-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is under the taxing jurisdiction of Montgomery County,
Pennsylvania. Taxes are levied against all real property in this locale for the
purpose of providing funding for the various municipalities. The amount of ad
valorem taxes is determined by the current assessed value for the real property,
in conjunction with the total combined tax rates of the taxing jurisdiction. In
an effort to project the future tax liability for the subject's real and
personal property, we have reviewed both the present and historical tax rates
combined with a forecast of the assessments.

Tax Rates

     The following is a chart displaying the seven year trend in tax rates
levied by the above noted taxing jurisdictions.


================================================================================
                      Tax Rates Per $100 of Assessed Value
================================================================================
             Taxing Authority        1991 Tax Rate         1997 Tax Rate
================================================================================
             Montgomery County         $19.325                $22.550
================================================================================

     As the preceding chart indicates, the tax rates affecting the subject
property have increased by approximately 16.7 percent per year over the past
seven years (since 1991). This represents an annual compound increase of 2.6
percent. Typically, over the long term, tax rates will mirror inflationary
trends, with average compound growth rates of 3.0 to 4.0 percent.

     Tax rates increase or decrease annually based upon changes in municipal
budgets and the total tax base. Again, over the longer term, tax rate increases
tend to mirror inflationary trends, except during periods of economic decline or
in fast growing areas where new services are required. With the likely
stabilization of real estate values and the tax base, we are of the opinion that
more normal increases in tax rates, of say 3.0 to 4.0 percent, will be the trend
over the intermediate term.

Tax Assessment

     Montgomery County establishes the assessed value on real property for all
of the municipalities within the county. The 1997 assessment, as well as the
historical assessments for 1995 and 1996 are as follows:

================================================================================
                            Historical Assessed Value
================================================================================
                            1995              1996                1997
================================================================================
   Maschellmac I         $516,800           $516,800            $516,800
- --------------------------------------------------------------------------------
   Maschellmac II        $371,000           $371,000            $371,000
- --------------------------------------------------------------------------------
   Maschellmac III       $371,000           $371,000            $371,000
- --------------------------------------------------------------------------------
   Maschellmac IV        $520,000           $520,000            $520,O00
================================================================================


================================================================================

                                      -17-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        Real Property Taxes And Assessments
================================================================================

     As can be seen from the above chart, the real estate assessments have been
the same since 1995. This is typical for suburban municipalities in the
Philadelphia Area. Generally, the tax rates increase annually while the
assessments remain the same. In an effort to evaluate the fairness of the
subject's current assessed value and future prospects for a change in the
assessment, we have (1) compared the assessment to the market value estimate
concluded in this report.

     The estimated value of the subject property in the Income Capitalization
Approach section of this report is summarized below. Based on our discussion
with the Montgomery County Assessors, the Income Capitalization Approach is the
typical methodology the Assessor's office uses in determining the value of a
facility such as the subject. Montgomery County is currently in the process of
the total revaluation which is expected to become effective 1998. The 1996
common level ratio for Montgomery County is 5.3%. We have estimated the current
market value for assessment purposes by applying the common level ratio to the
assessment and compared these estimates to our appraised values.

<TABLE>
<CAPTION>
========================================================================================
    Property          Assessment       Common Level        Assessor        Appraisers'
                                           Ratio         Market Value      Market Value
========================================================================================
<S>                    <C>                 <C>            <C>              <C>       
Maschellmac I          $516,800            5.30%          $9,750,900        $8,900,000
Maschellmac II         $371,000            5.30%          $7,000,000       $11,000,000
Maschellmac III        $371,000            5.30%          $7,000,000       $11,300,000
Maschellmac IV         $520,000            5.30%          $9,811,300       $10,400,000
========================================================================================
</TABLE>

     Based on the above, it appears that Maschellmac I is over-assessed while
the remaining properties are favorably assessed.

Real Property Tax Conclusions

     Applying the 1997 assessment for the subject to the total 1996/1997 tax
rate results in a combined tax burden as calculated in the following chart.

================================================================================
   Property            Assessment       1996/1997 Tax Rate             Taxes
================================================================================
Maschellmac I           $516,800          $225.50/$1,000           $116,538.40
Maschellmac II          $371,000          $225.50/$1,000            $83,660.50
Maschellmac III         $371,000          $225.50/$1,000            $83,660.50
Maschellmac IV          $520,000          $225.50/$1,000           $117,260.00
================================================================================

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                                      -18-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        Real Property Taxes And Assessments
================================================================================

Ad Valorem Tax Conclusions

     In projecting the subject's tax liability for 1997/1998, we have assumed a
3.5 percent increase in the combined 1996/1997 tax rates. The subject's tax
liability during 1997/1998 is unknown because of the revaluation currently in
process which will become effective in 1998. Our estimate of the 1997/1998 taxes
for the subject property is calculated as follows:

================================================================================
       Property        1996/1997 Taxes        Projected        1997/1998 Taxes
                                              Increase
================================================================================
 Maschellmac I           $116,538.40            3.50%            $120,617.24
 Maschellmac II           $83,660.50            3.50%             $86,588.62
 Maschellmac III          $83,660.50            3.50%             $86,588.62
 Maschellmac IV          $117,260.00            3.50%            $121,364.10
================================================================================

                                      -19-
                                                  

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                     ZONING
================================================================================

     The subject property is zoned SM, Suburban Metropolitan. The intent of this
zoning classification is to provide for light manufacturing, warehousing,
offices and laboratories. This classification permits administrative, executive,
professional and sales offices, research and development, wholesaling,
warehousing, distribution and light manufacturing plus restaurant, bank and
hotel.

     Some of the restrictions imposed by this classification include:

     Front Yard:                      Minimum of 50 Feet

     Side and Rear Yard:              Minimum side yard of 15' with an aggregate
                                      of 40' and 20' rear yard.

     Maximum Height:                  50 Feet, except that such height may be 
                                      increased to a maximum of 65' provided 
                                      that every foot of height in excess of 
                                      50' there shall be added to each yard 
                                      requirement two feet of width or depth.

     Lot Coverage:                    33 1/3%

     Lot Size:                        2 acres

     Minimum Lot Width:               200'

     Off-Street Parking
           Office:                    One space per 250 square feet of gross
                                      floor area

     The Maschellmac complex contains approximately 1,000 parking spaces. The
complex contains a total gross floor area of 302,634 square feet which requires
total parking of 1,211 spaces. It appears that the existing parking spaces are
below the number required by zoning. However, the existing use and development
has been accepted by local zoning officials.

     We know of no deed restrictions (private or public) which would further
limit the use of the subject property. However, this statement should not be
taken as a guarantee or warranty that no such restrictions exist. Deed
restrictions are a legal matter and only a title examination by an attorney
would normally uncover such restrictive covenants. Thus, an updated title search
of the subject property is recommended to determine the existence of such
restrictions.

================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                        HIGHEST AND BEST USE
================================================================================


     While we are appraising the leasehold improvements, comments on the land's
highest and best use are still appropriate.

Highest and Best Use of Site as Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

Physically Possible

     The subject site contains approximately 24.5 acres with frontage along
First Avenue and Moore Road. The size and configuration of the site is felt to
provide a suitable land use and/or development potential for a wide variety of
possible land uses. Municipal utilities would adequately provide for nearly all
uses. Street improvements are also adequate.

Legally Permissible

     The subject's zoning classification permits development of office, some
retail, and light industrial uses.

Financially Feasible

     Several features of the subject property indicate that office use is the
highest and best use of the subject property. The subject is located within the
King of Prussia Industrial Park with access to most transportation hubs.

     Based on the above, we have concluded that the highest and best use of the
subject, as vacant, is as an office development when market conditions warrant
new construction.

Highest and Best Use of Property as Improved

     According to the Dictionary of Real Estate Appraisal, highest and best use
of the property as improved is defined as:

     The use that should be made of a property as it exists. An existing
     property should be renovated or retained so long as it continues to
     contribute to the total market value of the property, or until the return
     from a new improvement would more than offset the cost of demolishing the
     existing building and constructing a new one.

     Unlike the previous analysis of the subject site as vacant, this analysis
considers the subject property as currently improved with an evaluation as to
the physical, legal, and financial appropriateness of the existing land use.

================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                       Highest and Best Use
================================================================================

Physical Considerations

     The subject site has been improved with the existing office complex and,
based upon our observation, there are no apparent physical factors such as
soils, drainage, or other site characteristics that would adversely affect the
continued utility and/or existence of the subject improvements.

Legal Considerations

     The subject site, as presently improved, represents a legal, non-conforming
use because of its parking but this use has been accepted by local zoning
officials.

Financially Feasible

     The use of the subject improvements is considered to contribute in an
economic manner to the subject site. Occupancy levels at the subject property
are slightly higher than competing office buildings in the King of
Prussia/Valley Forge/Route 202 Corridor. We believe the occupancy of the subject
property (100 percent), will continue to remain high with competent management
and aggressive promotions.

     Therefore, based on the subject's historical performance and the prospect
for continued growth, it is our opinion that the subject property, as presently
developed, represents the highest and best use of the site as improved.



================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Sales Comparison Approach and the
Income Capitalization Approach to develop a market value estimate.

     The Cost Approach was not performed for the following reasons:

     o    This approach is more relevant for new construction or where
          sufficient information is available to reasonably estimate the
          replacement cost new of the improvements and land.

     o    The investment marketplace does not typically trade buildings such as
          the subject on a cost/value basis, particularly in markets where it is
          generally perceived that cost exceeds value.

     o    The subjectivity of accurately estimating accrued depreciation of the
          existing improvements significantly limits the reliability of this
          approach.

     In the Sales Comparison Approach, we performed the following steps:

     o    Searched the market for recent office building sales within the
          Philadelphia suburban areas, which contain similar physical and
          economic characteristics to the subject property.

     o    Analyzed differences between those sales and the subject on the basis
          of the sales price per square foot and extracted overall
          capitalization rates.

     o    Correlated the various value indications into a point value estimate
          from within the range.

     In developing the Income Capitalization Approach, we:

     o    Studied rents in effect in the immediate and competing areas to
          estimate potential rental income at market levels for office use.

     o    Studied the recent history of operating expenses at the subject
          property and competing properties to estimate an appropriate level of
          stabilized expenses and reserves for replacement.

     o    Estimated net operating income by subtracting stabilized expenses from
          potential gross income after deduction for vacancy and collection
          loss.

     o    Prepared a discounted cash flow analysis in which the estimated income
          and expenses over a projected holding period, and the estimated
          property value at the time of reversion, are discounted at an
          appropriate rate to estimate present market value.

================================================================================

                                      -23-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                          Valuation Process
================================================================================

     In estimating the final value, we performed the following:

     o    Reviewed and re-examined each of the approaches to value which were
          employed.

     o    Considered the type and reliability of the data used and applicability
          of each approach.

     o    Reconciled the approaches to a final value conclusion.

================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, we can identify value and price trends.
The basic steps of this approach are:

     1.   research recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   select and analyze properties that are similar to the property
          appraised, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     3.   identify sales that include favorable financing and calculate the cash
          equivalent price;

     4.   reduce the sale prices to a common unit of comparison such as price
          per square foot of net rentable area, effective gross income
          multiplier, and overall capitalization rate;

     5.   make appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property being appraised;
          and

     6.   interpret the adjusted sales data and draw a logical value conclusion.

Analysis of Sales

     Over the past 24 months, the office market has shown signs of improvement.
Rents have increased and concession packages have virtually disappeared as
positive net absorption is taking place. In terms of the investment market,
demand is primarily being generated by institutional investors including several
large pension funds/European and Asian investors/opportunistic investors such as
Vulture Funds stimulated in an effort to capture "bottom of the market" sale
prices.

     The subject property consists of four separate but adjacent parcels. On the
opposing page is a presentation of the comparable property sales which were
analyzed for the valuation of Maschellmac I. The most widely-used and
market-oriented unit of comparison for properties such as the subject is the
sales price per square foot of building area. All comparable sales were analyzed
on this basis. Detail sheets describing these and all the sales employed in this
analysis can be found among the Addenda to this report.

================================================================================

                                      -25-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

Maschellmac I

     This property is a 74,872 square foot, four story office building on 7.4
acres of land which was constructed in 1982. It is now 100 percent occupied by
11 tenants. On the date of inspection, the building was in good condition having
benefited from an on-going maintenance program. The property possesses good
"curb appeal" and features good quality construction materials. With regard to
the market data assembled for this analysis, the following comparisons are made:

     Comparable Property Sale #1 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 100% occupied. The subject will have a high turnover
rate in fiscal year 1998. No non-realty items of property were reported to be
included in the price for this property. Overall, a negative adjustment is
warranted for Sale #1.

     Comparable Property Sale #2 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a
downward adjustment is appropriate. Market conditions have improved since the
date of this sale. Locationally, this property is equal to the subject's
location in King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 94% occupied. However, the subject will have a high
turnover rate in fiscal year 1998. No non-realty items of property were reported
to be included in the price for this property. Overall, a similar unit rate is
warranted for Sale #2.

     Comparable Property Sale #3 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is newer and in superior condition. Economically,
this sale was 75% occupied. No non-realty items of property were reported to be
included in the price for this property. Overall, a positive adjustment is
warranted for Sale #3.

     Comparable Property Sale #4 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

================================================================================

                                      -26-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Physically this property is similar in age and condition. Economically, the
subject will have a high turnover rate in fiscal year 1998. No non-realty items
of property were reported to be included in the price for this property.
Overall, a similar unit rate is warranted for Sale #4.

     Comparable Property Sale #5 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Locationally, this property is similar to the
subject's location in King of Prussia.

     Physically this property is newer and in better condition. Economically,
this sale was 97% occupied and the subject will have a high turnover rate in
fiscal year 1998. No non-realty items of property were reported to be included
in the price for this property. Overall, a negative adjustment is warranted for
Sale #5.

     Conclusion - The office building sales assembled for this analysis of
     Maschellmac I reflect a range in unit value from $111.36 to $163.29 per
     square foot of building area. The adjustments discussed above are presented
     to outline the logic of our thought processes with the ultimate result
     being a plausible market value conclusion for the subject property. Based
     on our analysis of these data on a price per square foot basis, we have
     concluded an appropriate adjusted range of $115.00 to $120.00 per square
     foot of building area. From within this adjusted range, we conclude the
     Sales Comparison Approach to indicate a current market value of $8,800,000
     for Maschellmac I. This indication of value is equal to $117.53 per square
     foot of building area.

               Maschellmac II

     This property is a 74,556 square foot, four story office building on 5.6
acres of land which was constructed in 1984. It is now 100 percent occupied by
one tenant. On the date of inspection, the building was in good condition having
benefited from an on-going maintenance program. The property possesses good
"curb appeal" and features good quality construction materials. The data
previously analyzed for Maschellmac I are applicable to this property as well.

     Comparable Property Sale #1 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 100% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #1.

================================================================================

                                      -27-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Comparable Property Sale #2 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is similar to the subject's location in
King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 94% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #2.

     Comparable Property Sale #3 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is newer. Economically, this sale was 75%
occupied. No non-realty items of property were reported to be included in the
price for this property. Overall, a positive adjustment is warranted for Sale
#3.

     Comparable Property Sale #4 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is similar in condition. No non-realty items of
property were reported to be included in the price for this property. Overall, a
positive adjustment is warranted for Sale #4.

     Comparable Property Sale #5 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Locationally, this property is similar to the
subject's location in King of Prussia.

     Physically this property is newer than the subject. Economically, this sale
was 97% occupied. No non-realty items of property were reported to be included
in the price for this property. Overall, a negative adjustment is warranted for
Sale #5.

================================================================================

                                      -28-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Conclusion - As before, the adjustments discussed above are presented to
     outline the logic of our thought processes with the ultimate result being a
     plausible market value conclusion for the subject property. Based on our
     analysis of these data on a price per square foot basis, we have concluded
     an appropriate adjusted range of $145.00 to $150.00 per square foot of
     building area. From within this adjusted range, we conclude the Sales
     Comparison Approach to indicate a current market value of $11,000,000 for
     Maschellmac II. This indication of value is equal to $147.54 per square
     foot of building area.

Maschellmac III

     This property is a 75,488 square foot, four story office building on 4.8
acres of land which was constructed in 1985. It is now 100 percent occupied by 2
tenants. On the date of inspection, the building was in good condition having
benefited from an on-going maintenance program. The property possesses good
"curb appeal" and features good quality construction materials. The market data
assembled for our analysis of Maschellmac I are applicable to this property.

     Comparable Property Sale #1 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 100% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #1.

     Comparable Property Sale #2 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is equal to the subject's location in
King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 94% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #2.

     Comparable Property Sale #3 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is newer than the subject. Economically, this sale
was 74% occupied. No non-realty items of property were reported to be included
in the price for this property. Overall, a positive adjustment is warranted for
Sale #3.

================================================================================

                                      -29-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Comparable Property Sale #4 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is inferior in condition. No non-realty items of
property were reported to be included in the price for this property. Overall, a
positive adjustment is warranted for Sale #4.

     Comparable Property Sale #5 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Locationally, this property is similar to the
subject's location in King of Prussia.

     Physically this property is equal to the subject. Economically, this sale
was 97% occupied. No non-realty items of property were reported to be included
in the price for this property. Overall, a negative adjustment is warranted for
Sale #5.

     Conclusion - The adjustments discussed above are presented to outline the
     logic of our thought processes with the ultimate result being a plausible
     market value conclusion for the subject property. Based on our analysis of
     these data on a price per square foot basis, we have concluded an
     appropriate adjusted range of $145.00 to $150.00 per square foot of
     building area. From within this adjusted range, we conclude the Sales
     Comparison Approach to indicate a current market value of $11,200,000 for
     Maschellmac III. This indication of value is equal to $148.37 per square
     foot of building area.

Maschellmac IV

     This property is a 77,718 square foot, four story office building on 6.7
acres of land which was constructed in 1986. It is now 100 percent occupied by 8
tenants. On the date of inspection, the building was in good condition having
benefited from an on-going maintenance program. The property possesses good
"curb appeal" and features good quality construction materials. The data
previously analyzed for Maschellmac I are applicable to this property as well.

     Comparable Property Sale #1 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 100% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #1.

================================================================================

                                      -30-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Comparable Property Sale #2 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is equal to the subject's location in
King of Prussia.

     Physically this property is older and in only average condition.
Economically, this sale was 94% occupied. No non-realty items of property were
reported to be included in the price for this property. Overall, a positive
adjustment is warranted for Sale #2.

     Comparable Property Sale #3 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is newer than the subject. Economically, this sale
was 74% occupied. No non-realty items of property were reported to be included
in the price for this property. Overall, a positive adjustment is warranted for
Sale #3.

     Comparable Property Sale #4 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Market conditions have improved since the date of
this sale. Locationally, this property is inferior to the subject's location in
King of Prussia.

     Physically this property is inferior in condition. No non-realty items of
property were reported to be included in the price for this property. Overall, a
positive adjustment is warranted for Sale #4.

     Comparable Property Sale #5 was an arm's length transaction accomplished
with market oriented financing. It is a recent transfer of the leased fee
estate. Our appraisal is of the leasehold interest in the subject and a downward
adjustment is appropriate. Locationally, this property is similar to the
subject's location in King of Prussia.

     Physically this property is equal to the subject. Economically, this sale
was 97% occupied. No non-realty items of property were reported to be included
in the price for this property. Overall, a negative adjustment is warranted for
Sale #5.

     Conclusion - As before, the adjustments discussed above are presented to
outline the logic of our thought processes with the ultimate result being a
plausible market value conclusion for the subject property. Based on our
analysis of these data on a price per square foot basis, we have concluded an
appropriate adjusted range of $130.00 to $135.00 per square foot of building
area. From within this adjusted range, we conclude the Sales Comparison Approach
to indicate a current market value of $10,400,000 for Maschellmac IV. This
indication of value is equal to $133.82 per square foot of building area.

================================================================================

                                      -31-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

Final Conclusions

     The subject property consists of four separate parcels. Based upon these
analyses, it is our conclusion that the Sales Comparison Approach indicates a
total market value of FORTY ONE MILLION FOUR HUNDRED THOUSAND DOLLARS
($41,400,000) for the entire subject property. This total value is comprised as
follows:

================================================================================
                                Final Conclusions
================================================================================
                   Property                             Indicated Market Value
================================================================================
               Maschellmac I                                   $8,800,000
               Maschellmac II                                 $11,000,000
               Maschellmac III                                $11,200,000
               Maschellmac IV                                 $10,400,000
                                                              -----------
               TOTAL                                          $41,400,000
================================================================================





================================================================================

                                      -32-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             INCOME CAPITALIZATION APPROACH
================================================================================

Methodology

     The Income Capitalization Approach is a method of converting the
anticipated economic benefits of owning property into a value estimate through
capitalization. The principle of "anticipation" underlies this approach in that
investors recognize the relationship between an asset's income and its value. In
order to value the anticipated economic benefits of a particular property,
potential income and expenses must be estimated, and the most appropriate
capitalization method must be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

     In our opinion, the discounted cash flow method is the more appropriate
capitalization technique as the subject property consists of four separate
parcels occupied by a number of tenants at differing rental rates for varying
lease durations. Direct capitalization does not adequately account for the
subtitles of all those variables. The following is a discussion of our
discounted cash flow analysis for each parcel which comprises the subject
property.

Maschellmac I

     This property is a 74,872 square foot, four story office building which is
now 100 percent occupied by 11 tenants. On the opposing page is a presentation
of the cash flows which an informed investor could reasonably expect Maschellmac
I to generate over an eleven year time horizon. This investment holding period
reflects the optimum sale year 2008 because of the cash flows. These cash flows
are based upon the following analysis:

     Base Rental Income - The base rental income which an asset such as the
     subject property will generate for an investor reflects a review of the
     existing rent roll in conjunction with the rent now being paid for
     comparable space and services in the competitive open market. A copy of the
     rent roll over the subject property is included among the Addenda to this
     report. As can be noted from the current rent roll, existing contracts
     provide for base rental income of $16.28 per square foot in the coming 12
     months.

     Based upon the subject's current lease expiration schedule, 47 percent of
     the property's rentable area is represented by leases which are due to
     expire within the next fiscal year. Within three fiscal years, 60 percent
     of current leases are due to expire. Within our projected 11 year holding
     period 100 percent of the leases currently in place will expire.

     At the subject property, three leases were negotiated in the past year at
     rental rates ranging from $9.50 per square foot to $18.55 per square foot
     on a full service basis plus electric. Tenant areas range from about
     1,197+/- square feet up to over 3,400+/- square feet. The following
     summarizes this recent leasing activity.

================================================================================

                                     -33- 

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                             Income Capitalization Approach
================================================================================

================================================================================
                                  Recent Leasing
                               The Subject Property
================================================================================
Tenant                            Rentable Area            Contract Rent
================================================================================
Canada Life Insurance              3,400 SF         $18.55/SF - gross + electric
Accounting Pros                    2,567 SF         $9.50/SF - gross + electric
Bell Atlantic Properties           1,197 SF         $17.00/SF - gross+ electric
================================================================================

     On the opposing page is a presentation of recent rental rates on office
     space in the market area of the subject property. As can be seen from this
     summary, rental rates on space comparable to the subject range from $19.00
     per square foot on a gross basis plus electricity up to $24.60 per square
     foot on a gross basis plus electricity. Comparable Rental #1, 151 South
     Warner Road, reflected a rental rate of $19.00 per square foot plus
     electric. This lease was made in April, 1996 and market conditions have
     improved since this date. The comparable is situated in a similar area. It
     is similar in age and condition. The overall appeal of this property is
     inferior to the subject property. Overall, a higher rental rate is
     indicated for the subject.

     Comparable Rental #2, Walnut Hill Plaza, reflected a rental rate of $20.50
     per square foot gross plus electric. This is a relatively large lease at
     43,000 square feet. Market conditions have improved since this lease was
     executed. The comparable is situated in a similar area. It is similar in
     age and condition. The overall appeal of this complex is inferior to the
     subject property. Overall, a higher rental rate is indicated for the
     subject.

     Comparable Rental #3, Glenhardie Corporate Center, reflected a rental rate
     of $19.00 per square foot gross plus electric. This lease was executed in
     November, 1996 and market conditions have improved since then. The
     comparable is situated in a similar area. It is older and inferior in age
     and condition. The overall appeal of this complex is similar to the subject
     property. Overall, a higher rental rate is indicated for the subject.

     Comparable Rental #4, Valley Forge South, reflected a rental rate of $21.40
     per square foot gross plus electric. Market conditions have improved since
     this lease occurred. The comparable is situated in a similar area. It is
     older and inferior in age and condition. The overall appeal of this complex
     is inferior to the subject property. Overall, a higher rental rate is
     indicated for the subject.

     Comparable Rental #5, Chesterbrook Corporate Center, reflected the highest
     rental rate of $24.60 per square foot gross plus electric. This is a very
     recent comparable. The tenant received a relatively high tenant allowance.
     The comparable is situated in a similar area. It is similar in age and
     condition. The overall appeal of this complex is similar to the subject
     property. Overall, a lower rental rate is indicated for the subject.

     Comparable Rental #6, 55 Valley Stream Parkway, reflected a rental rate of
     $22.50 per square foot gross plus electric. This is a very recent lease.
     This lease included a $20.00 per square foot tenant allowance. The
     comparable is situated in a similar area. It is similar in age and
     condition. The overall appeal of this complex is inferior to the subject
     property. Overall, a higher rental rate is indicated for the subject.

================================================================================

                                      -34-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     In addition to analyzing actual lease transactions inside and outside the
     property, leasing brokers were interviewed in an effort to ascertain
     competitive packages available in the marketplace today. Most brokers
     interviewed were of the opinion that free rent was no longer being given in
     the local marketplace. Tenant workletters, however, are a standard and felt
     to range from $10.00 to $20.00 per square foot depending on the size of the
     tenant and the duration of the lease.

     After considering the most recent leasing achieved at the subject property
     in conjunction with the rents now being paid for comparable space and
     services in the competitive open market, it is our conclusion that the
     current average economic rent for it is $23.00 per square foot on a full
     service basis plus electric. This rent would be fixed over an average five
     year term. Additionally, the tenants would also be responsible for
     increases in operating expenses over those incurred during the first year
     of occupancy.

     Market rent is forecasted to increase by 5 percent in the first year of the
     investment holding period, decreasing to 4 percent in the second and 3.5
     percent thereafter. This forecast of income growth rates reflects typical
     investor expectations as noted in the Cushman & Wakefield Investor Survey
     which is among the Addenda to this report. More importantly, we are of the
     opinion that these growth rates reflect the current under supply of space
     in the local market which, all other factors being equal, will move toward
     equilibrium over time.

     Expense Reimbursements - Consistent with market leasing practice for this
     type of real estate, the tenants in a property like the subject are
     responsible for a proportionate share of certain expenses incurred annually
     in the operation and ownership of the investment above an established base
     amount. These expenses include real estate taxes, insurance premiums,
     utilities, maintenance, cleaning, management fees and miscellaneous items
     occasionally incurred. Future leases in the subject property are projected
     to be structured in a similar fashion.

     Allowance for Vacancy and Credit Loss - A deduction must be made from the
     total gross revenues due an investor in the subject property to account for
     the possibility of vacancy and/or non-collection of rent. We have,
     therefore, deducted 3 percent from gross revenues as a global allowance for
     the non-payment of rent or expenses by a lessee. This rate has considered
     the creditworthiness of the tenant roster and long-term market conditions.

     Additionally, our analysis over time has incorporated a lag vacancy
     allowance which provides for "down time" between the expiration of an
     existing lease and the commencement of a new lease. Upon the expiration of
     a lease, it is our best estimate that there is a 65 percent probability
     that the tenant will renew and a 35 percent probability that the tenant
     will vacate. At renewal, no down time is recognized; should this tenant
     vacate, then it is our expectation that an average down time of
     approximately six months time would be reasonable to re-lease the space.
     Therefore, the weighted average lag vacancy utilized between lease
     expirations in this report is two months.

================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

================================================================================
                              Lag Vacancy Allowance
================================================================================
    Event     Probability         X            Down Time      =    Weighted Time
================================================================================
 Rollover        65%              X               -0-         =         -0-
 Turnover        35%              X             6 months      =      2 months
- --------------------------------------------------------------------------------
 Total          100%           Average Weighted Time          =      2 months
================================================================================

     Based on the subject's weighted average downtime between leases, the
     overall average occupancy rate of the subject property over the eleven year
     holding period is 7 percent. Including our overall vacancy/global credit
     loss allowance estimated at 3 percent, the implied overall occupancy rate
     of the subject property over the eleven year holding period is 93 percent.
     This is slightly more than the actual historical occupancy levels of the
     subject property over the last several years.

     Operating Expenses - We were provided with historic operating expense data
     for the subject property. We have also been provided with current
     ownership's operating pro forma. Finally, we have analyzed expense data
     from our files on similar office complexes in suburban Philadelphia. On the
     opposing page is a presentation of these data sets.

     As can be seen, historic operating expenses at the subject property were
     $8.27 per square foot in 1995 and $8.59 per square foot in 1996 before land
     rent. Current ownership budgets operating expenses at $7.10 per square foot
     for 1997 before land rent. At comparable office buildings, operating
     expenses range from $7.23 per square foot to $7.95 per square foot on a
     full service basis. In the initial year of the investment holding period,
     we project operating expenses to be $7.38 per square foot at the subject
     property. Additionally, $62,629 in land rent is payable. The following
     expenses have been projected for the first fiscal year:

          Real Estate Taxes - This item is sensitive to a specific local
          jurisdiction so that a direct comparison with those expense data
          available from the market is not possible. Based upon historical
          expenses we have projected taxes at $118,577 or $1.58 per square foot.

          Insurance - The history of the subject and the data available from our
          files indicate an extremely tight range for this expense item on a
          square foot basis. Therefore, we have stabilized the insurance expense
          at $0.22 per square foot for this analysis.

          Repairs & Maintenance - This expense category includes the annual cost
          to clean and maintain the facility with supplies. For this analysis,
          though, we have employed a figure which includes all cost of repairs
          and maintenance so that comparisons with rental data could be more
          easily made. In the initial year of investment, full repairs and
          maintenance expense is stabilized at $1.90 per square foot.

================================================================================

                                      -36-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

          Utilities - This expense category typically includes energy to operate
          the facility plus water and sewer charges. We project this expense at
          $2.52 per square foot which is consistent with historical expenses.

          Miscellaneous - Invariably, miscellaneous expenses occur in the
          operation of a property such as the subject. These include
          advertising and promotional expenses, space planning, brochures, and a
          contingency for the unknown. The data available from the market
          indicate allowances for miscellaneous expenses ranging from $0.01 to
          $0.08 per square foot of rentable area. For this analysis,
          miscellaneous operating expenses are stabilized at $0.05 per rentable
          square foot of building area.

          Management & Administration - This item of expense provides for
          professional management services like collections, supervision and the
          preparation of all budgets. Also included in this item are office
          expenses, security, licenses, seasonal decorations and the like.
          Recent experience at the subject and its current pro forma provide for
          a management fee and administration of $0.86 to $0.98 per square foot.
          We have stabilized management and administration expense at $1.10
          per square foot which reflects inflationary trends.

          Land Rent - As previously discussed, the subject site is encumbered
          with a long term land lease at a base rental of $47,788.80. Additional
          rent is due based upon $.15 per square foot of rented space and
          adjusted by the percentage increase in the total annual gross rent
          payable by new tenants over the total annual gross rent paid by
          previous tenants. Based upon historical land rent payments and
          ownership's 1997 estimate, additional rent was estimated to be $14,840
          for a total land lease expense of $62,628.80.

     Operating expenses are forecasted to increase at an average annual rate of
     3.5 percent over the investment holding period. The forecast of projected
     growth rates in all categories of expense reflect typical investor
     expectations as noted in the Cushman & Wakefield Investor Survey, which has
     been placed among the Addenda to this report. Except where noted, our
     projected growth rates for the various types of expense categories
     generally do not attempt to reflect growth rates for any individual year,
     but rather the long term trend over the period of analysis.

     Other Non-Operating Expenses - Other, non-operating expenses of the subject
     property are projected in this analysis from prevailing commission
     schedules, construction costs, and accepted practices. We have analyzed
     each item of capital expenditure in an attempt to project what the typical
     investor in a property like the subject would consider reasonable, based
     upon informed opinion and experience. The following is a discussion of the
     other, non-operating expenses incorporated into this analysis of the
     subject property.

================================================================================

                                      -37-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

          Tenant Alterations - Upon the expiration of a lease, it is our best
          estimate that there is a 65 percent probability of the existing tenant
          renewing their lease and a 35 percent probability that the existing
          tenant will vacate. The current cost to alter and re-decorate office
          space for a rollover tenant is estimated to be $9.00 per square foot
          while that to prepare space for a new turnover tenant is estimated to
          be $15.00 per square foot. On average, then, the weighted cost of
          tenant alterations is projected to be $11.10 per square foot in the
          initial year of the investment holding period. The following is a
          presentation of these computations.

================================================================================
                            Tenant Improvements Costs
================================================================================
    Event       Probability        X           Unit Cost    =     Weighted Cost
================================================================================
Rollover            65%            X           $ 9.00/SF    =       $ 5.85/SF
Turnover            35%            X           $15.00/SF    =       $ 5.25/SF
- --------------------------------------------------------------------------------
Total              100%            Average Weighted Cost    =       $ 11.10/SF
================================================================================

          Leasing Commissions - In estimating the appropriate stabilized leasing
          expense for the subject property, the same rollover/turnover
          probabilities as described above are utilized. The standard leasing
          commission for new tenants is 6 percent of the first year's rent, 5
          percent of the second, 4 percent of the third and 3 percent of each
          succeeding year's contract rent, payable at lease commencement. Based
          upon an average five year lease term, leasing commissions are equal to
          4.2 percent of total base rental income. The following is a summary of
          these computations.

================================================================================
                          Effective Leasing Commissions
                          Average Five Year Lease Term
                                 Turnover Tenant
================================================================================
   Lease Year         %           X       Commission      =     Weighted Rate
================================================================================
       1             20%          X           6%          =         1.20%
       2             20%          X           5%          =         1.00%
       3             20%          X           4%          =          .80%
       4             20%          X           3%          =          .60%
       5             20%          X           3%          =          .60%
- --------------------------------------------------------------------------------
     Total          100%       Effective Commission Rate  =         4.20%
================================================================================

          For a tenant who elects to renew a lease, half of a commission is
          payable. On a weighted average basis, then, leasing commissions are
          equal to 2.84 percent of total effective base rental income over the
          term. The following is a presentation of these computations.

================================================================================
                           Leasing Commission Expense
================================================================================
   Event          Probability     X      Commission       =     Weighted Rate
================================================================================
Rollover             65%          X         2.1%          =         1.37%
Turnover             35%          X         4.2%          =         1.47%
- --------------------------------------------------------------------------------
Total               100%          Average Weighted Rate   =         2.84%
================================================================================



================================================================================

                                      -38-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

          Reserves - It is customary and prudent to set aside an amount annually
          for the replacement of short lived capital items such as roofs,
          parking lots, or mechanical equipment. In this analysis, we have
          projected an allowance for reserves of $0.10 per square foot of
          rentable building area which is typical in the local market place for
          a property like the subject. Reserves for replacements are therefore
          stabilized at $7,500.

     Other non-operating expenses are also forecasted to increase at an average
     annual rate of 3.5 percent over the investment holding period. This too is
     consistent with the Cushman & Wakefield Investor Survey. Again, our
     projected growth rates for the various types of expense categories
     generally do not attempt to reflect growth rates for any individual year,
     but rather the long term trend over the period of analysis.

     Terminal Capitalization Rate - The residual cash flows annually generated
     by the subject property comprise only the first part of the return which an
     investor will receive. The second component of this investment return is
     the pre-tax cash proceeds from the resale of the property at the end of a
     projected investment holding period. A terminal capitalization rate was
     used to estimate the market value of the property at the end of the assumed
     investment holding period. We estimated an appropriate terminal rate based
     on indicated rates in today's market. A premium was added to today's rate
     to allow for the risk of unforeseen events or trends which might affect our
     estimate of net operating income during the holding period.

================================================================================
                         Summary of Capitalization Rates
================================================================================
   Sale #.                    Location                       Capitalization Rate
================================================================================
      2        150 Monument Road, Montgomery County, PA             10.97%
      3        Walnut Grove, Montgomery County, PA                  10.80%
      4        Airport Business Center                              10.00%
      5        Westlakes, Chester County, PA                         9.00%
================================================================================
Terminal Capitalization Rate Selected                               10.50%
================================================================================

     Investors typically add 50 to 100 basis points to the "going-in" rate to
     arrive at a terminal capitalization rate, according to Cushman &
     Wakefield's periodic investor surveys. For this analysis, it is our
     projection that the subject property would most likely be sold at the end
     of the 11th year of the holding period (optimum sale year) for an amount
     equal to what would be the next year's net operating income capitalized at
     an overall rate of 10.50 percent. The 12th year's computed net operating
     income is employed at this point as it would be the first received by a new
     purchaser of the subject property. It is projected, then, that a current
     investor would dispose of the subject property at the end of the projected
     holding period for an amount equal to $14,855,400 or $198.41 per square
     foot of building area.

================================================================================

                                      -39-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     Transaction Costs - From the projected $14,855,400 reversion to an investor
     in the subject property, we have deducted a total of $445,700 to account
     for the various transaction costs associated with the sale of an asset of
     this type. These costs consist of 3 percent of the total disposition price
     of the subject property as an allowance for transfer taxes, professional
     fees, and other miscellaneous expenses that the seller pays at final
     closing. Deducting these transaction costs from the computed reversion
     renders pre-tax net proceeds of sale equal to $14,409,700 to be received by
     an investor in the subject property at the end of the holding period.

     Discount Rate - In our valuation, we endeavored to reflect the most likely
     actions of typical buyers and sellers in this market. We forecasted cash
     flows and discounted them and the future property value at reversion to a
     present value at various rates of return (yield rates) currently required
     by investors for similar quality real property. The yield rate (internal
     rate of return or IRR) is the single rate that discounts all future
     benefits (cash flow and reversion) to an estimate of net present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
     national real estate investors to determine their investment objectives.
     Following is a brief review of internal rates of return, overall rates, and
     income and expense growth rates considered acceptable by respondents. The
     entire survey is included among the Addenda to this report.


================================================================================
                           AUTUMN 1996 INVESTOR SURVEY
                          FOR SUBURBAN OFFICE BUILDINGS
================================================================================
                  GOING-IN           TERMINAL               IRR
- --------------------------------------------------------------------------------
                Low      High      Low       High      Low      High
================================================================================
       Mean     8.80%    9.50%     9.30%     9.90%     11.2%    11.6%
- --------------------------------------------------------------------------------
       Range   18.00%    11.0%     8.00%     11.0%     10.0%    13.0%
================================================================================

     The wide range of investment parameters indicates that property risk and
     yield are assessed to a particular investment property based on a variety
     of variables. Risk is the primary determinant, and the risk variables
     include whether current contract rents are significantly above or below
     current market rents; the amount and timing of tenant roll-overs; the risk
     to lease-up the property and the strength of the market during the lease-up
     period; the durability of the cash flow, and its ability to increase with
     inflation along with the creditworthiness of the existing tenancy. Risk is
     also dependent on investor demand for the property type; the
     diversification of the metropolitan area; the property's location within
     the local market; the supply and demand for the property type within the
     market; and the effective age of the property.


================================================================================

                                      -40-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     The internal rate of return and terminal capitalization rate selected for
     this analysis were strongly influenced by our recent Investor Survey. We
     realize that this type of survey reflects target rather than transactional
     rates. Transactional rates are usually difficult to obtain in the
     verification process and are actually only target rates of the buyer at the
     time of sale. The property's performance will ultimately determine the
     actual yield and capitalization rate at the time of sale after a specific
     holding period. We have found that, in improving markets or with above
     average properties, demand will be high and transactional rates may be
     lower than target rates that are quoted in surveys. We have tried to
     recognize this factor in our choice of these two rates for our cash flow
     model.

     Considering the locational attributes, physical traits and economic
     characteristics of the subject property, we believe a discount rate ranging
     from 11.0 percent to 12.0 percent would be appropriate for the subject
     property in light of the investment criteria presented here. Thus, we have
     discounted the projected future pre-tax cash flows to be received by an
     investor in the subject property to a present value so as to yield 11.0
     percent to 12.0 percent on capital at 25 basis point intervals over the
     holding period. This discounting process is summarized as follows:

================================================================================
                               Investment Summary
================================================================================
Discount Rate         Present Worth             Unit Rate          Overall Rate
================================================================================
   11.00%               $9,218,000              $123.12/SF            6.49%
   11.25%               $9,046,000              $120.52/SF            6.62%
   11.50%               $8,879,000              $118.59/SF            6.74%
   11.75%               $8,715,000              $116.40/SF            6.87%
   12.00%               $8,555,000              $114.26/SF            7.00%
================================================================================

     Through such a sensitivity analysis, it can be seen that the present value
     of the subject property varies from approximately $8,550,000 to $9,225,000.
     We believe a discount rate which falls toward the middle of the range now
     required in the marketplace to be appropriate in this case. Using an 11.50
     percent internal rate of return, our discounted cash flow model computes to
     a present worth of $8,879,000 which we round to $8,900,000 as an indication
     of market value for Maschellmac I via the Income Capitalization Approach.

     This indication of value produces an implied "going-in" overall
     capitalization rate of 6.72 percent based upon the initial year's net
     operating income of $598,493. The low overall rate reflects the significant
     difference between the existing rents and the considerably higher economic
     rental rates for this type of Class A office project. Additionally, based
     upon a market value of $8,900,000 and a projected future gross reversionary
     value of approximately $14,855,400, a compound annual rate of appreciation
     of 4.77 percent is computed. Finally, with regard to the composition of the
     internal rate of return employed here, approximately 51 percent of the
     expected yield is from cash flows while the balance is attributable to
     property reversion. These percentages fall within the generally accepted
     relevant range of most current real estate investors.

================================================================================

                                      -41-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

Maschellmac II
                   
     This property is a 74,556 square foot, four story office building which is
now l00 percent occupied by 1 tenant. On the opposing page is a presentation of
the cash flows which an informed investor could reasonably expect Maschellmac II
to generate over an eleven year time horizon. These cash flows are based upon
the following analysis:

Base Rental Income - Existing lease contracts at the subject property provide an
average base rental income of $16.70 per square foot of occupied space in the
coming 12 months. A copy of the rent roll over the subject property is included
among the Addenda to this report.

     The rental data previously analyzed for Maschellmac II are applicable to
     this property as well. The same adjustments previously discussed for
     Maschellmac I are appropriate for this property because of the similar
     locational and physical characteristics. After considering rents now being
     paid for comparable space and services in the competitive open market, it
     is our conclusion that the current average economic rent for it is $23.00
     per square foot on a full service basis plus electric. Economic rent is
     forecasted to increase by 5 percent in the first year of the investment
     holding period, decreasing to 4 percent in the second and 3.5 percent per
     annum thereafter.

     Expense Reimbursements - The tenants in a property like the subject are
     responsible for a proportionate share of certain expenses incurred annually
     in the operation and ownership of the investment above an established base
     amount. These expenses include real estate taxes, insurance premiums,
     utilities, maintenance, cleaning, management fees and miscellaneous items
     occasionally incurred. Future leases in the subject property are projected
     to be structured in a similar fashion.

     Allowance for Vacancy and Credit Loss - We have deducted 2 percent from
     gross revenues as a global allowance for the non-payment of rent or
     expenses by a lessee. Additionally, our analysis over time has incorporated
     a lag vacancy allowance which provides for "down time" between the
     expiration of an existing lease and the commencement of a new lease. The
     weighted average lag vacancy utilized between lease expirations in this
     report is two months as previously described.

     Operating Expenses - On the following opposing page is a presentation of
     historic operating expense data for the subject property and current
     ownership's operating pro forma expense data. As can be seen, historic
     operating expenses excluding tenant electric at the subject property were
     $3.51 per square foot in 1995 and $5.21 per square foot in 1996, excluding
     land rent. Current ownership budgets operating expenses at $4.75 per square
     foot for 1997. At comparable office buildings, operating expenses range
     from $7.23 per square foot to $7.95 per square foot on a full service
     basis. In the initial year of the investment holding period, we project
     operating expenses to be $4.51 per square foot at the subject property plus
     tenant electric. Operating expenses are forecasted to increase at an
     average annual rate of 3.5 percent over the investment holding period.

================================================================================

                                      -42-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     Land Rent - Total land rent is projected at $71,422 in the first fiscal
     year of the investment holding period. This estimate is based upon
     historical experience and ownership's 1997 estimate of land rent expense.

     Other Non-Operating Expenses - As previously described herein, the weighted
     cost of tenant alterations is projected to be $11.10 per square foot in the
     initial year of the investment holding period. On a weighted average basis,
     leasing commissions are equal to 2.84 percent of total effective base
     rental income over the term as well. Reserves for replacements are
     stabilized at $0.10 per square foot of rentable building area. Other
     non-operating expenses are forecasted to increase at an average annual rate
     of 3.5 percent over the investment holding period.

     Terminal Capitalization Rate - At the end of the assumed investment holding
     period, it is our projection that the subject property would most likely be
     sold at the end of the 11th year of the holding period (optimum sale
     year) for an amount equal to what would be the next year's net operating
     income capitalized at an overall rate of 10.5 percent. A 10.5 percent
     terminal capitalization rate is utilized in this analysis as it reflects
     current local market levels for an asset of this type plus a premium for
     the risk of unforeseen events or trends over time. The 12th year's computed
     net operating income is employed at this point as it would be the first
     received by a new purchaser of the subject property. In this analysis,
     then, a current investor would dispose of the subject property at the end
     of the projected holding period for an amount equal to $18,703,500 or
     $250.83 per square foot of building area.

     Transaction Costs - From the projected $18,703,500 reversion to an investor
     in the subject property, we have deducted a total of $561,100 to account
     for the various transaction costs associated with the sale of an asset of
     this type. These costs consist of 3 percent of the total disposition price
     of the subject property as an allowance for transfer taxes, professional
     fees, and other miscellaneous expenses that the seller pays at final
     closing. Deducting these transaction costs from the computed reversion
     renders pre-tax net proceeds of sale equal to $18,142,400 to be received by
     an investor in the subject property at the end of the holding period.

     Discount Rate - Considering the locational attributes, physical traits and
     economic characteristics of the subject property, we believe a discount
     rate ranging from 11.0 percent to 12.0 percent would be appropriate for
     the subject property in light of the investment criteria previously
     presented herein. Through such a sensitivity analysis, it can be seen that
     the present value of the subject property varies from approximately
     $10,675,000 to $11,475,000. This discounting process is summarized as
     follows:

================================================================================
                               Investment Summary
================================================================================
Discount Rate         Present Worth             Unit Rate          Overall Rate
================================================================================
   11.00%                $11,473,000            $153.86/SF            7.09%
   11.25%                $11,263,000            $151.05/SF            7.22%
   11.50%                $11,059,000            $148.31/SF            7.35%
   11.75%                $10,859,000            $145.63/SF            7.49%
   12.00%                $10,664,000            $143.01/SF            7.63%
================================================================================


================================================================================

                                      -43-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     We believe a discount rate which falls toward the middle of the range now
     required in the marketplace to be appropriate in this case. Using an 11.50
     percent internal rate of return, our discounted cash flow model computes to
     a present worth of $11,059,000 which we round to $11,000,000 for an
     indication of market value for Maschellmac II via the Income Capitalization
     Approach. This indication of value produces an implied "going-in" overall
     capitalization rate of 7.39 percent based upon the initial year's net
     operating income of $813,278.

     Additionally, based upon a market value of $11,000,000 and a projected
     future gross reversionary value of approximately $18,703,500, a compound
     annual rate of appreciation of 4.94 percent is computed. Finally, with
     regard to the composition of the internal rate of return employed here,
     approximately 50.5 percent of the expected yield is from cash flows while
     the balance is attributable to property reversion. These percentages fall
     within the generally accepted relevant range of most current real estate
     investors.

Maschellmac III

     This property is a 75,488 square foot, four story office building which is
now 100 percent occupied by 2 tenants. On the opposing page is a presentation of
the cash flows which an informed investor could reasonably expect Maschellmac
III to reasonably generate over a ten year time horizon. These cash flows are
based upon the following analysis:

     Base Rental Income - Existing lease contracts at the subject property
     provide an average base rental income of $16.94 per square foot of occupied
     space in the coming 12 months. A copy of the rent roll over the subject
     property is included among the Addenda to this report. As can be noted from
     the current rent roll, one lease was negotiated in the past year at a
     rental rate of $17.95 gross plus electric on a full service basis.

     The rental data previously analyzed for Maschellmac I are also appropriate
     to this property. The same adjustments previously discussed for Maschellmac
     I are also appropriate for this property because of the similar locational
     and physical characteristics. After considering the most recent leasing
     achieved at the subject property in conjunction with the rents now being
     paid for comparable space and services in the competitive open market, it
     is our conclusion that the current average economic rent for it is $23.00
     per square foot on a full service basis plus electric. This rent would be
     fixed over an average five year term. Additionally, the tenants would also
     be responsible for increases in operating expenses over those incurred
     during the first year of occupancy. Economic rent is forecasted to increase
     by 5 percent in the first year of the investment holding period, decreasing
     to 4 percent in the second and 3.5 percent per annum thereafter.

     Expense Reimbursements - The tenants in a property like the subject are
     responsible for a proportionate share of certain expenses incurred annually
     in the operation and ownership of the investment above an established base
     amount. These expenses include real estate taxes, insurance premiums,
     utilities, maintenance, cleaning, management fees and miscellaneous items
     occasionally incurred. Future leases in the subject property are projected
     to be structured in a similar fashion.

================================================================================

                                      -44-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>



                                            Income Capitalization Approach
================================================================================

     Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
     gross revenues as a global allowance for the non-payment of rent or
     expenses by a lessee. Additionally, our analysis over time has incorporated
     a lag vacancy allowance which provides for "down time" between the
     expiration of an existing lease and the commencement of a new lease. The
     weighted average lag vacancy utilized between lease expirations in this
     report is three months as previously described.

     Operating Expenses - On the opposing page is a presentation of historic
     operating expense data for the subject property. and current ownership's
     operating pro forma expense data. As can be seen, historic operating
     expenses at the subject property were $4.64 per square foot in 1995 and
     $5.18 per square foot in 1996 before land rent. Current ownership budgets
     operating expenses at $4.87 per square foot for 1997 before land rent. At
     comparable office buildings, operating expenses range from $7.23 per square
     foot to $7.95 per square foot on a full service basis. In the initial year
     of the investment holding period, we project operating expenses to be $4.59
     per square foot at the subject property before land rent. Operating
     expenses are forecasted to increase at an average annual rate of 3.5
     percent over the investment holding period.

     Land Rent - The land rent during the first fiscal year was estimated at
     $63,671. This estimate is based upon historical experience and ownership's
     1997 estimate of land rent expense.

     Other Non-Operating Expenses - The current cost to re-decorate space for a
     rollover tenant at a property like Maschellmac III is $9.00 per square foot
     while that for a new turnover tenant is $15.00 per square foot. Based upon
     65/35 percent probabilities of these events occurring, the weighted average
     cost of tenant alterations is projected to be $11.10 per square foot in the
     initial year of the investment holding period. As previously described,
     leasing commissions are equal to 2.84 percent of total effective base
     rental income over the term on a weighted average basis. Reserves for
     replacements are stabilized at $0.10 per square foot of rentable building
     area. Other non-operating expenses are forecasted to increase at an average
     annual rate of 3.5 percent over the investment holding period.

     Terminal Capitalization Rate - At the end of the assumed investment holding
     period, it is our projection that the subject property would most likely be
     sold at the end of the 10th year of the holding period for an amount equal
     to what would be the next year's net operating income capitalized at an
     overall rate of 10.5 percent. A 10.5 percent terminal capitalization rate
     is utilized in this analysis as it reflects current local market levels for
     an asset of this type plus a premium for the risk of unforeseen events or
     trends over time. The 11th year's computed net operating income is
     employed at this point as it would be the first received by a new purchaser
     of the subject property. In this analysis, then, a current investor would
     dispose of the subject property at the end of the projected holding period
     for an amount equal to $17,299,700 or $229.17 per square foot of building
     area.

================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     Transaction Costs - From the projected $17,299,700 reversion to an investor
     in the subject property, we have deducted a total of $519,000 to account
     for the various transaction costs associated with the sale of an asset of
     this type. These costs consist of 3 percent of the total disposition price
     of the subject property as an allowance for transfer taxes, professional
     fees, and other miscellaneous expenses that the seller pays at final
     closing. Deducting these transaction costs from the computed reversion
     renders pre-tax net proceeds of sale equal to $16,780,700 to be received by
     an investor in the subject property at the end of the holding period.

     Discount Rate - Considering the locational attributes, physical traits and
     economic characteristics of the subject property, we believe a discount
     rate ranging from 11.0 percent to 12.0 percent would be appropriate for
     the subject property in light of the investment criteria previously
     presented herein. Through such a sensitivity analysis, it can be seen that
     the present value of the subject property varies from approximately
     $10,925,000 to $11,700,000. This discounting process is summarized as 
     follows:

================================================================================
                               Investment Summary
================================================================================
Discount Rate         Present Worth            Unit Rate           Overall Rate
================================================================================
  11.00%               $11,705,000             $155.06/SF             7.09%
  11.25%               $11,504,000             $152.40/SF             7.22%
  11.50%               $11,307,000             $149.79/SF             7.34%
  11.75%               $11,115,000             $147.24/SF             7.47%
  12.00%               $10,926,000             $144.74/SF             7.60%
================================================================================

     We believe a discount rate which falls toward the middle of the range now
     required in the marketplace to be appropriate in this case. Using an 11.50
     percent internal rate of return, our discounted cash flow model computes to
     a present worth of $11,307,000 which we round to $11,300,000 for an
     indication of market value for Maschellmac III via the Income
     Capitalization Approach. This indication of value produces an implied
     "going-in" overall capitalization rate of 7.35 percent based upon the
     initial year's net operating income of $830,267.

     Additionally, based upon a market value of $11,300,000 and a projected
     future gross reversionary value of approximately $17,300,000, a compound
     annual rate of appreciation of 4.35 percent is computed. Finally, with
     regard to the composition of the internal rate of return employed here,
     approximately 54.5 percent of the expected yield is from cash flows while
     the balance is attributable to property reversion. These percentages fall
     within the generally accepted relevant range of most current real estate
     investors.

Maschellmac IV

     This property is a 77,718 square foot, four story office building which is
now 100 percent occupied by 8 tenants. On the opposing page is a presentation
of the cash flows which an informed investor could reasonably expect Maschellmac
IV to reasonably generate over a ten year time horizon. These cash flows are
based upon the following analysis:

================================================================================

                                      -46-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
================================================================================

     Base Rental Income - Existing lease contracts at the subject property
     provide an average base rental income of $17.72 per square foot of occupied
     space in the coming 12 months. A copy of the rent roll over the subject
     property is included among the Addenda to this report. As can be noted from
     the current rent roll, three leases were negotiated in the past year at
     rental rates ranging from $15.82 per square foot to $17.73 per square foot
     on a full service basis plus electric. The following summarizes this recent
     leasing activity.

================================================================================
                                 Recent Leasing
                              The Subject Property
================================================================================
Tenant                            Rentable Area                  Contract Rent
================================================================================
Wilted Communications              4,371 SF         $15.82/SF - gross + electric
Computer Sciences                  8,234 SF         $17.73/SF - gross + electric
Centeon                           20,805 SF         $16.38/SF - gross + electric
================================================================================

     The rental data previously analyzed for Maschellmac I are applicable to
     this property as well. The same adjustments previously discussed for
     Maschellmac I are also appropriate for this property because of the similar
     locational and physical characteristics. After considering the most recent
     leasing achieved at the subject property in conjunction with the rents now
     being paid for comparable space and services in the competitive open
     market, it is our conclusion that the current average economic rent for it
     is $23.00 per square foot on a full service basis plus electric. Economic
     rent is forecasted to increase by 5 percent in the first year of the
     investment holding period, decreasing to 4 percent in the second and 3.5
     percent per annum thereafter.

     Expense Reimbursements - The tenants in a property like the subject are
     responsible for a proportionate share of certain expenses incurred annually
     in the operation and ownership of the investment above an established base
     amount. These expenses include real estate taxes, insurance premiums,
     utilities, maintenance, cleaning, management fees and miscellaneous items
     occasionally incurred. Future leases in the subject property are projected
     to be structured in a similar fashion.

     Allowance for Vacancy and Credit Loss - We have deducted 3 percent from
     gross revenues as a global allowance for the non-payment of rent or
     expenses by a lessee. Additionally, our analysis over time has incorporated
     a lag vacancy allowance which provides for "down time" between the
     expiration of an existing lease and the commencement of a new lease. The
     weighted average lag vacancy utilized between lease expirations in this
     report is three months as previously described.

     Operating Expenses - On the opposing page is a presentation of historic
     operating expense data for the subject property and current ownership's
     operating pro forma expense data. As can be seen, historic operating
     expenses at the subject property were $6.88 per square foot in 1995 and
     $6.83 per square foot in 1996 before land rent. Current ownership budgets
     operating expenses at $6.61 per square foot for 1997 before land rent. At
     comparable office buildings, operating expenses range from $7.23 per square
     foot to $7.95 per square foot on a full service basis. In the initial year
     of the investment holding period, we project operating expenses to be $6.44
     per square foot at the subject property. Operating expenses are forecasted
     to increase at an average annual rate of 3.5 percent over the investment
     holding period.

================================================================================

                                      -47-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     Other Non-Operating Expenses - Similar to Maschellmac I, II and III, the
     weighted cost of tenant alterations is projected to be $11.10 per square
     foot in the initial year of the investment holding period. On a weighted
     average basis, leasing commissions are equal to 2.84 percent of total
     effective base rental income over the term as well. Reserves for
     replacements are stabilized at $0.10 per square foot of rentable building
     area. Other non-operating expenses are forecasted to increase at an average
     annual rate of 3.5 percent over the investment holding period.

     Terminal Capitalization Rate - At the end of the assumed investment holding
     period, it is our projection that the subject property would most likely be
     sold at the end of the 10th year of the holding period for an amount equal
     to what would be the next year's net operating income capitalized at an
     overall rate of 10.5 percent. A 10.5 percent terminal capitalization rate
     is utilized in this analysis as it reflects current local market levels for
     an asset of this type plus a premium for the risk of unforeseen events or
     trends over time. The 11th year's computed net operating income is employed
     at this point as it would be the first received by a new purchaser of the
     subject property. In this analysis, then, a current investor would dispose
     of the subject property at the end of the projected holding period for an
     amount equal to $14,988,000 or $192.85 per square foot of building area.

     Transaction Costs - From the projected $14,988,000 reversion to an investor
     in the subject property, we have deducted a total of $449,600 to account
     for the various transaction costs associated with the sale of an asset of
     this type. These costs consist of 3 percent of the total disposition price
     of the subject property as an allowance for transfer taxes, professional
     fees, and other miscellaneous expenses that the seller pays at final
     closing. Deducting these transaction costs from the computed reversion
     renders pre-tax net proceeds of sale equal to $14,538,400 to be received by
     an investor in the subject property at the end of the holding period.

     Discount Rate - Considering the locational attributes, physical traits and
     economic characteristics of the subject property, we believe a discount
     rate ranging from 11.0 percent to 12.0 percent would be appropriate for
     the subject property in light of the investment criteria previously
     presented herein. Through such a sensitivity analysis, it can be seen that
     the present value of the subject property varies from approximately
     $10,075,000 to $10,775,000. This discounting process is summarized as
     follows:

================================================================================
                               Investment Summary
================================================================================
Discount Rate          Present Worth            Unit Rate           Overall Rate
================================================================================
   11.00%               $10,775,000             $138.64/SF              7.37%
   11.25%               $10,596,000             $136.34/SF              7.49%
   11.50%               $10,420,000             $134.07/SF              7.62%
   11.75%               $10,249,000             $131.87/SF              7.75%
   12.00%               $10,081,000             $129.71/SF              7.88%
================================================================================




================================================================================

                                      -48-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     Mindful of the relatively short remaining term of the existing lease in
     place at the subject, we believe a discount rate which falls toward the
     middle of the range now required in the marketplace to be appropriate in
     this case. Using an 11.50 percent internal rate of return, our discounted
     cash flow model computes to a present worth of $10,420,000 which we round
     to $10,400,000 for an indication of market value for Maschellmac IV via the
     Income Capitalization Approach. This indication of value produces an
     implied "going-in" overall capitalization rate of 7.63 percent based upon
     the initial year's net operating income of $793,919.

     Additionally, based upon a market value of $10,400,000 and a projected
     future gross reversionary value of approximately $15,000,000, a compound
     annual rate of appreciation of 3.73 percent is computed. Finally, with
     regard to the composition of the internal rate of return employed here,
     approximately 55 percent of the expected yield is from cash flows while the
     balance is attributable to property reversion. These percentages fall
     within the generally accepted relevant range of most current real estate
     investors.

Final Conclusions

     The subject property consists of four separate parcels. Based upon these
analyses, it is our conclusion that the Income Capitalization Approach indicates
a total market value of FORTY ONE MILLION SIX HUNDRED THOUSAND DOLLARS
($41,600,000) for the entire subject property. This total value is comprised as
follows:

================================================================================
                                Final Conclusions
================================================================================
              Property                         Indicated Market Value
================================================================================
         Maschellmac I                                    $8,900,000
         Maschellmac II                                  $11,000,000
         Maschellmac III                                 $11,300,000
         Maschellmac IV                                  $10,400,000
                                                         -----------
         TOTAL                                           $41,600,000
================================================================================


================================================================================

                                      -49-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                     RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     We have considered all of the traditional approaches to estimating market
value of the leasehold estate in the subject property. Two of the three
traditional approaches were utilized, indicating the following values for the
subject property:

================================================================================
      Property             Sales Comparison Approach       Income Capitalization
                                                                  Approach
================================================================================
Maschellmac I                      $ 8,800,000                 $ 8,900,000
Maschellmac II                     $11,000,000                 $11,000,000
Maschellmac III                    $11,200,000                 $11,300,000
Maschellmac IV                     $10,400,000                 $10,400,000
                                   -----------                 -----------
TOTAL                              $41,400,000                 $41,600,000
================================================================================

     The three traditional methods of estimating the market value of commercial
real estate are not mutually exclusive approaches to deriving an estimate of
most probable selling price, but are inter-dependent methodologies, each relying
on components from at least one of the other approaches. The Sales Comparison
Approach requires application of methods from the Income Capitalization Approach
in order to make adjustments for differences in income that have influenced the
sale price. Consideration of market data is also required for the Income
Capitalization Approach in the selection and application of equity,
capitalization and discount rates, and estimation of income and expenses.
Consequently, it is our opinion that purchasers and sellers, at least
intuitively, consider components of all approaches in the process of negotiating
an acceptable price for a particular property.

     It is the Income Capitalization Approach, however, that is logically
considered the most appropriate technique for estimating the value of
income-producing property. Not only does this approach represent the most direct
and accurate simulation of market behavior, it is the method explicitly employed
by buyers and sellers in acquisition and disposition decisions. Therefore,
following the implied dictum of the market, we have used an approach based
primarily on projected income as the foundation for our valuation of the subject
property.

     There are several additional reasons why the Sales Comparison Approach does
not form the basis of our value estimate for the subject property. The quantity
and quality of market information inhibits the use of the Sales Comparison
Approach. Inadequacy of information regarding gross and net income, lease
details and expenses of comparable sales often deters accurate and relevant
adjustments of unit price indicators. Comparison at a dollar per square foot
level precludes the analysis of those key factors which form the basis for
projections on which the purchase decision was made.

     In light of the above, we are of the opinion that the market value of the
leasehold estate in the property, as of July 1, 1997, was:

                 FORTY ONE MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($41,600,000)

================================================================================

                                      -50-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                     Reconciliation and Final Value Estimate
================================================================================

================================================================================
                        Final Conclusions of Market Value
================================================================================
        Property                                               Concluded Value
================================================================================
Maschellmac I                                                    $ 8,900,000
Maschellmac II                                                   $11,000,000
Maschellmac III                                                  $11,300,000
Maschellmac IV                                                   $10,400,000
- --------------------------------------------------------------------------------
TOTAL                                                            $41,600,000
================================================================================


================================================================================

                                      -51-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

     1.   No opinion is intended to be expressed and no responsibility is
          assumed for the legal description or for any matters which are legal
          in nature or require legal expertise or specialized knowledge beyond
          that of a real estate appraiser. Title to the Property is assumed to
          be good and marketable and the Property is assumed to be free and
          clear of all liens unless otherwise stated. No survey of the Property
          was undertaken.

     2.   The information contained in the Appraisal or upon which the Appraisal
          is based has been gathered from sources the Appraiser assumes to be
          reliable and accurate. Some of such information may have been provided
          by the owner of the Property. Neither the Appraiser nor C&W shall be
          responsible for the accuracy or completeness of such information,
          including the correctness of estimates, opinions, dimensions,
          sketches, exhibits and factual matters.

     3.   The opinion of value is only as of the date stated in the Appraisal.
          Changes since that date in external and market factors or in the
          Property itself can significantly affect property value.

     4.   The Appraisal is to be used in whole and not in part. No part of the
          Appraisal shall be used in conjunction with any other appraisal.
          Publication of the Appraisal or any portion thereof without the prior
          written consent of C&W is prohibited. Except as may be otherwise
          stated in the letter of engagement, the Appraisal may not be used by
          any person other than the party to whom it is addressed or for
          purposes other than that for which it was prepared. No part of the
          Appraisal shall be conveyed to the public through advertising, or used
          in any sales or promotional material without C&W's prior written
          consent. Reference to the Appraisal Institute or to the MAI
          designation is prohibited.

     5.   Except as may be otherwise stated in the letter of engagement, the
          Appraiser shall not be required to give testimony in any court or
          administrative proceeding relating to the Property or the Appraisal.

================================================================================

                                      -52-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                       Assumptions and Limiting Conditions
================================================================================

     6.   The Appraisal assumes (a) responsible ownership and competent
          management of the Property; (b) there are no hidden or unapparent
          conditions of the Property, subsoil or structures that render the
          Property more or less valuable (no responsibility is assumed for such
          conditions or for arranging for engineering studies that may be
          required to discover them); (c) full compliance with all applicable
          federal, state and local zoning and environmental regulations and
          laws, unless noncompliance is stated, defined and considered in the
          Appraisal; and (d) all required licenses, certificates of occupancy
          and other governmental consents have been or can be obtained and
          renewed for any use on which the value estimate contained in the
          Appraisal is based.

     7.   The physical condition of the improvements considered by the Appraisal
          is based on visual inspection by the Appraiser or other person
          identified in the Appraisal. C&W assumes no responsibility for the
          soundness of structural members nor for the condition of mechanical
          equipment, plumbing or electrical components.

     8.   The forecasted potential gross income referred to in the Appraisal may
          be based on lease summaries provided by the owner or third parties.
          The Appraiser assumes no responsibility for the authenticity or
          completeness of lease information provided by others. C&W recommends
          that legal advice be obtained regarding the interpretation of lease
          provisions and the contractual rights of parties.

     9.   The forecasts of income and expenses are not predictions of the
          future. Rather, they are the Appraisers best estimates of current
          market thinking on future income and expenses. The Appraiser and C&W
          make no warranty or representation that these forecasts will
          materialize. The real estate market is constantly fluctuating and
          changing. It is not the Appraiser's task to predict or in any way
          warrant the conditions of a future real estate market; the Appraiser
          can only reflect what the investment community, as of the date of the
          Appraisal, envisages for the future in terms of rental rates,
          expenses, supply and demand.

     10.  Unless otherwise stated in the Appraisal, the existence of potentially
          hazardous or toxic materials which may have been used in the
          construction or maintenance of the improvements or may be located at
          or about the Property was not considered in arriving at the opinion of
          value. These materials (such as formaldehyde foam insulation, asbestos
          insulation and other potentially hazardous materials) may adversely
          affect the value of the Property. The Appraisers are not qualified to
          detect such substances. C&W recommends that an environmental expert be
          employed to determine the impact of these matters on the opinion of
          value.

     11.  Unless otherwise stated in the Appraisal, compliance with the
          requirements of the Americans With Disabilities Act of 1990 (ADA) has
          not been considered in arriving at the opinion of value. Failure to
          comply with the requirements of the ADA may adversely affect the value
          of the property. C&W recommends that an expert in this field be
          employed.

================================================================================

                                      -53-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

     We certify that, to the best of our knowledge and belief:

1.   Paul R. Sullivan, MAI inspected the property, and John B. Rush, MAI,
     Manager, Valuation Advisory Services, has reviewed and approved the report
     and but did not inspect the property.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Paul R. Sullivan, MAI and John B. Rush, MAI
     have completed the requirements of the continuing education program of the
     Appraisal Institute.


/s/ Paul R. Sullivan
- -------------------------------------------
Paul R. Sullivan, MAI
State Certified Appraiser No. GA - 000351-L



/s/ John B. Rush
- -------------------------------------------
John B. Rush, MAI
State Certified Appraiser No. GA - 000331-L





================================================================================

                                      -54-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                                    ADDENDA
================================================================================

                                  LOCATION MAP

                                    PLOT PLAN

                                   RENT ROLLS

                                 INVESTOR SURVEY

                                 IMPROVED SALES

                           APPRAISERS' QUALIFICATIONS








================================================================================

                                      -55-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                               [GRAPHIC OMITTED]

                                  Location Map
                               


<PAGE>


                               [GRAPHIC OMITTED]

                                  Plot Plan
                               

<PAGE>


                              10500 - MASCHELLMAC1
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
 

<TABLE>
<CAPTION>
                     PRIMARY/                                                            ANNUAL   
                     SECONDARY     SQUARE    LEASE   LEASE  OPTION       MINIMUM        MINIMUM    OVERAGE    CEILING     BREAKPOINT
TENANT                CODES        FEET      BEGIN    END   #/MOS        RENT/SF          RENT        %       (000'S)       (000'S) 
- ---------------     ----------     ------    -----   -----  ------  ----------------    --------   --------   --------    ----------
<S>                     <C>       <C>        <C>      <C>     <C>    <C>       <C>      <C>           <C>        <C>          <C>   
# 1                      -         11,352    9/92     8/02    -                18.00     204,336      -           -           -     
NESTLE                   -                                           9/97      19.00     215,688                        
                                                                     9/99      20.00     227,040                
                                                                     9/01      21.00     238,392                
                                                                                                                
                                                                                                                
# 2                      -            471    8/94     7/98    -                19.25       9,067      -           -           -     
THERESA DESANTO          -                                                                                      
                                                                                                                

# 3                      -         16,016    4/96     3/06    -                16.79     268,909      -           -           -     
ELF ATOCHEM              -                                           4/98      17.31     277,237                
                                                                     4/99      17.79     284,925                
                                                                     4/00      18.31     293,253                
                                                                     4/01      18.79     300,941                
                                                                     4/02      19.31     309,269                
                                                                     4/03      19.79     316,957                
                                                                     4/04      20.31     325,285                
                                                                     4/05      20.79     332,973                
                                                                                                                
                                                                                                                
# 4                      -          3,400    6/96     5/99    -                18.55      63,070      -           -           -     
CANADA LIFE ASSURA       -                                           6/98      19.38      65,892                
                                                                                                                
                                                                                                                
# 5                      -         17,869    8/93     7/97    -                18.50     330,577      -           -           -     
MICRO FOCUS INC.         -                                                                                      
                                                                                                                

# 6                      -         17,869    1/98    12/02    -                24.15     431,536      -           -           -     
NEW TENANT-MICRO F       -                                                                                      
                                                                                                                

# 7                      -          1,615   10/93     7/97    -                18.50      29,878      -           -           -     
MICRO FOCUS INC          -                                                                                      
                                                                                                                

# 8                      -          1,615    1/98    12/02    -                24.15      39,002      -           -           -     
NEW TENANT-MICRO F       -                                                                                      
                                                                                                                

# 9                      -         11,400   10/92     9/97    -                18.00     205,200      -           -           -     
BELL ATLANTIC PA         -                                                                                      
                                                                                                                

# 10                     -         11,400    1/98    12/02    -                24.15     275,310      -           -           -     
NEW TENANT-BELL AT       -                                                                                      
                                                                                                                

# 11                     -          4,317    6/93    11/98    -                15.88      68,554      -           -           -     
BELL ATLANTIC MERI       -                                                                                      
                                                                                                                

# 12                     -          3,053    6/93     5/98    -                17.75      54,191      -           -           -     
422 DEVELOPMENT          -                                                                                      
                                                                                                                

# 13-SUITE 0404-01       -          1,615    7/96    12/97    -                12.81      20,688      -           -           -     
Smith Mack Birming       -                                                                      


<CAPTION>
                                                PRO RATA        % OF RENT       
TENANT                   RECOVERIES            SHARE BASE      SUBJ TO CPI      
- ---------------       ------------------       ----------      -----------      
<S>                   <C>                        <C>                            
# 1                   OPERATING EXPENSES         539,827                         
NESTLE                                                                          
                                                                                

# 2                   OPERATING EXPENSES         542,073                        
THERESA DESANTO                                                                 
                                                                                

# 3                   OPERATING EXPENSES         393,078                        
ELF ATOCHEM                                                                     
                                                                                
                                                                                
# 4                   OPERATING EXPENSES         379,601                        
CANADA LIFE ASSURA                                                              
                                                                                
                                                                                
# 5                   OPERATING EXPENSES         524,104                        
MICRO FOCUS INC.                                                                
                                                                                

# 6                   OPERATING EXPENSES         563,241                        
NEW TENANT-MICRO F                                                              
                                                                                

# 7                   OPERATING EXPENSES         524,104                        
MICRO FOCUS INC.                                                                
                                                                                

# 8                   OPERATING EXPENSES         563,241                        
NEW TENANT-MICRO F                                                              
                                                                                

# 9                   OPERATING EXPENSES         524,104                        
BELL ATLANTIC PA                                                                
                                                                                

# 10                  OPERATING EXPENSES         563,241                        
NEW TENANT-BELL AT                                                              
                                                                                

# 11                  OPERATING EXPENSES         545,068                        
BELL ATLANTIC MERI                                                              
                                                                                

# 12                  OPERATING EXPENSES         541,325                        
422 DEVELOPMENT                                                                 
                                                                                

# 13-SUITE 0404-01    OPERATING EXPENSES         534,442                        
Smith Mack Birming                                                            
</TABLE>


<PAGE>

                                                                         

<TABLE>
<CAPTION>
                     PRIMARY/                                                            ANNUAL                                     
                     SECONDARY     SQUARE    LEASE   LEASE  OPTION       MINIMUM        MINIMUM    OVERAGE    CEILING     BREAKPOINT
TENANT                CODES        FEET      BEGIN    END   #/MOS        RENT/SF         RENT         %       (000'S)       (000'S) 
- ---------------     ----------     ------    -----   -----  ------  ----------------    --------   --------   --------    ----------
<S>                     <C>       <C>        <C>      <C>     <C>    <C>       <C>      <C>           <C>        <C>          <C>   
# 14-SUITE 0104-02       -          2,567    1/97    12/01    -                 9.50      24,387      -           -           -
Accting Pros             -                                           1/98      16.00      41,072                                    
                                                                     1/99      20.42      52,418                                    
                                                                     1/00      21.37      54,857                                    
                                                                     1/01      22.34      57,347                                    
<CAPTION>
                                                PRO RATA        % OF RENT       
TENANT                   RECOVERIES            SHARE BASE      SUBJ TO CPI      
- ---------------       ------------------       ----------      -----------      
<S>                   <C>                        <C>                            
# 14-SUITE 0104-02    OPERATING EXPENSES         534,442                        
Accting Pros                                       
</TABLE>


<TABLE>
<CAPTION>
                                                                                                                             Page 2

                     PRIMARY/                                                            ANNUAL                                     
                     SECONDARY     SQUARE    LEASE   LEASE  OPTION       MINIMUM        MINIMUM    OVERAGE    CEILING     BREAKPOINT
TENANT                CODES        FEET      BEGIN    END   #/MOS        RENT/SF         RENT         %       (000'S)       (000'S) 
- ---------------     ----------     ------    -----   -----  ------  ----------------    --------   --------   --------    ----------
<S>                     <C>       <C>        <C>      <C>     <C>    <C>       <C>      <C>           <C>        <C>          <C>   

# 15                     -          1,197    1/97    12/99    -                17.00      20,349      -           -           -  
BELL ATLANTIC PROP       -                                           1/98      17.50      20,948                
                                                                     1/99      18.00      21,546                

                                =========
                                  105,756
                                =========
<CAPTION>                           
                                                                                                          
TENANT                   RECOVERIES            SHARE BASE      SUBJ TO CPI      
- ---------------       ------------------       ----------      -----------      
<S>                   <C>                        <C>                            
# 15                   OPERATING EXPENSES        551,807
BELL ATLANTIC PROP     
                                                                                                      
                                                                                                      
                                                                                                      
</TABLE>


<PAGE>


                                                     
                              10501 - MASCHELLMAC2
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                                     
<TABLE>
<CAPTION>
                                                     
                     PRIMARY/                                                            ANNUAL                                     
                     SECONDARY     SQUARE    LEASE   LEASE  OPTION       MINIMUM        MINIMUM    OVERAGE    CEILING     BREAKPOINT
TENANT                CODES        FEET      BEGIN    END   #/MOS        RENT/SF          RENT        %       (000'S)       (000'S) 
- ---------------     ----------     ------    -----   -----  ------  ----------------    --------   --------   --------    ----------
<S>                     <C>        <C>       <C>      <C>     <C>    <C>       <C>      <C>           <C>        <C>          <C>   
# 1                     -          74,556    11/95    10/00    -               16.38    1,221,227     -          -            -    
CENTEON MANAGEMENT      -                                            11/97     16.87    1,257,760  
                                                                     11/98     17.38    1,295,783  
                                                                     11/99     17.87    1,332,316  
                                                                                                   
                                                                                                   
                                                              1-24             18.38    1,370,339     -          -            -    
                                                                     11/01     18.87    1,406,872  
                                                                                                   
                                =========                                                          
                                   74,556                                                          
                                =========                                                          
                                                                                        

                                                PRO RATA        % OF RENT       
TENANT                   RECOVERIES            SHARE BASE      SUBJ TO CPI      
- ---------------       ------------------       ----------      -----------      
<S>                   <C>                        <C>                            
                         
# 1                     OPERATING EXPENSES       377,999       
CENTEON MANAGEMENT                                        


                        OPERATING EXPENSES       373,526  
</TABLE>


<PAGE>


                                                          
                              10502 - MASCHELLMAC3
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                                         
<TABLE>
<CAPTION>
                     PRIMARY/                                                            ANNUAL                                     
                     SECONDARY     SQUARE    LEASE   LEASE  OPTION       MINIMUM        MINIMUM    OVERAGE    CEILING     BREAKPOINT
TENANT                CODES        FEET      BEGIN    END   #/MOS        RENT/SF          RENT        %       (000'S)       (000'S) 
- ---------------     ----------     ------    -----   -----  ------  ----------------    --------   --------   --------    ----------
<S>                     <C>        <C>       <C>      <C>     <C>    <C>       <C>      <C>           <C>        <C>          <C>   
# 1                     -         50,783     3/94     2/99    -                 16.75    850,615      -          -            -     
AETNA                   -                                             3/98      17.00    863,311 
                                                                                                 
                                                                                                 
# 2                     -         4,540      3/95     2/99    -                 16.75     76,045      -          -            -     
AETNA                   -                                             3/98      17.00     77,180 
                                                                                                 
                                                                                                 
# 3                     -         13,151     4/96     10/01    -                16.50    216,992      -          -            -     
CORETECH CONSULTIN      -                                             4/98      17.00    223,567 
                                                                      4/99      17.50    230,143 
                                                                      4/00      18.00    236,718 
                                                                      4/01      18.50    243,294 
                                                                                                 
                                                                                                 
# 4                     -         7,014      9/96     9/01    -                 17.95    125,901      -          -            -     
CoreTech Expand         -                                             9/97      18.49    129,689 
                                                                      9/98      19.04    133,547 
                                                                      9/99      19.61    137,545 
                                                                      9/00      20.20    141,683  
                                                                                                 
                                =========                                               
                                  75,488
                                =========

<CAPTION>
                                                PRO RATA        % OF RENT       
TENANT                   RECOVERIES            SHARE BASE      SUBJ TO CPI      
- ---------------       ------------------       ----------      -----------      
<S>                   <C>                        <C>                            
# 1                   OPERATING EXPENSES         357,104          
AETNA                                                    
                                                         
                                                         
# 2                   OPERATING EXPENSES         357,104  
AETNA                                                    
                                                         

# 3                   OPERATING EXPENSES         357,104  
CORETECH CONSULTIN                                      
                                                         
                                                         
# 4                   OPERATING EXPENSES         357,104 
CoreTech Expand                                          
</TABLE>



<PAGE>


                                                          
                              10503 - MASCHELLMAC4
                              LEASE ABSTRACT REPORT
                                 FOR ALL TENANTS
                                                          
<TABLE>
<CAPTION>
                     PRIMARY/                                                            ANNUAL   
                     SECONDARY     SQUARE    LEASE   LEASE  OPTION       MINIMUM        MINIMUM    OVERAGE    CEILING     BREAKPOINT
TENANT                CODES        FEET      BEGIN    END   #/MOS        RENT/SF         RENT         %       (000'S)       (000'S) 
- ---------------     ----------     ------    -----   -----  ------  ----------------    --------   --------   --------    ----------
<S>                     <C>       <C>        <C>      <C>     <C>    <C>       <C>      <C>           <C>        <C>          <C>   
# 1                     -         16,395      1/96    12/00    -                18.75    307,406      -          -            -     
FINOVA CAPITAL          -                                             1/98      19.25    315,604   
                                                                      1/99      19.75    323,801   
                                                                      1/00      20.25    331,999   
                                                                                                  
                                                                                                  
# 2                     -          5,244      1/94    10/99    -                17.00    89,148       -          -            -     
WADE & GOLDSTEIN        -                                             8/97      17.50    91,770   
                                                                      8/98      18.00    94,392   
                                                                                                  
                                                                                                  
# 3                     -          1,732      1/93     1/98    -                19.00    32,908       -          -            -     
MANPOWER TEMPORARY      -                                                                          

                                                                                                  
# 4                     -          4,317      2/97    11/98    -                15.82     68,295      -          -            -     
WILTED COMMUNICATI      -                                                                          
                                                                                                  

# 5                     -          8,234      6/96     5/01    -                17.73    145,989      -          -            -     
COMPUTER SCIENCES       -                                             6/98      18.26    150,353  
                                                                      6/99      18.80    154,799  
                                                                      6/00      19.37    159,493  
                                                                                                  
                                                                                                  
# 6                     -         15,682      3/95     8/00    -                17.50    274,435                                    
APOGEE INC              -                                             3/98      18.50    290,117  
                                                                      3/99      19.00    297,958
  
                        -                                     1-60              24.70    387,272      -          -            -     
                        -                                             9/01      25.13    394,049  
                                                                      9/02      25.57    400,945  
                                                                      9/03      26.01    407,961  
                                                                      9/04      26.47    415,101  
                                                                                                  
                                                                                                  
# 7                                3,076      9/95     8/00    -                17.50     53,830                                    
APOGEE INC                                                            3/98      18.50     56,906  
                                                                      3/99      19.00     58,444  

                                                              1-60              24.70     75,963      -          -            -     
                                                                      9/01      25.13     77,292  
                                                                      9/02      25.57     78,645  
                                                                      9/03      26.01     80,021  
                                                                      9/04      26.47     81,421  
                                                                                                  
                                                                                                  
# 8                     -          2,233      1/95    12/99    -                18.00     40,194      -         -             -     
COMMERCIAL LIFE         -                                             1/98      18.50     41,311  
                                                                      1/99      19.00     42,427  
                                                                                                  
                                                                                                  
# 9                     -         20,805     11/96    10/02    -                16.38    340,786      -          -             -    
CENTEON                 -                                             11/97     16.87    350,980  
                                                                      11/98     17.38    361,591  
                                                                      11/99     17.87    371,785  
                                                                      11/00     18.38    382,396  
                                                                      11/01     18.87    392,590  

                                                              1-60              26.45    550,380      -           -            -    
                                                                      11/03     26.92    560,012  
                                                                      11/04     27.39    569,812  
                                                                      11/05     27.87    579,784  
                                                                      11/06     28.36    589,930  
                                =========                                               
                                  77,718
                                =========

<CAPTION>                                                                       
                                                PRO RATA        % OF RENT       
TENANT                   RECOVERIES            SHARE BASE      SUBJ TO CPI      
- ---------------       ------------------       ----------      -----------      
<S>                   <C>                        <C>                            
# 1                    OPERATING EXPENSES         589,880           
FINOVA CAPITAL                                              
                                                            
                                                            
# 2                    OPERATING EXPENSES         540,140   
WADE & GOLDSTEIN                                            
                                                            
                                                            
# 3                    OPERATING EXPENSES         544,026   
MANPOWER TEMPORARY                                          
                                                            

# 4                    OPERATING EXPENSES         539,363   
WILTED COMMUNICATI                                        
                                                            

# 5                    OPERATING EXPENSES         375,378   
COMPUTER SCIENCES                                           
                                                            
                                                            
# 6                    OPERATING EXPENSES         584,051   
APOGEE INC                                                  
                                                            
                                                            
                       OPERATING EXPENSES         584,051   
                                                            
                                                            
# 7                    OPERATING EXPENSES         584,051   
APOGEE INC                                                  
                                                            
                       OPERATING EXPENSES         584,051   
                                                            
                                                            
# 8                    OPERATING EXPENSES         584,051   
COMMERCIAL LIFE                                             
                                                            
                                                            
# 9                    OPERATING EXPENSES         371,492   
CENTEON                                             
                                                            
                                                            
                       OPERATING EXPENSES         371,492    
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                                  OFFICE MARKET - URBAN/CBD
====================================================================================================================================
                                9.5%   10.0%   10.0%    10.0%    11.5%    11.5%    3.0%    3.0%    3.0%   4.0%   10.0   10.0
                                9.5%   10.0%   10.0%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               13.0%   13.0%    -        -       14.0%    14.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.3%    9.3%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    9.0%    8.5%     9.0%    10.5%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      11      11      10       10       11       11      11      11      11     11      11     11
Average (%)                     9.2%    9.6%    9.2%     9.7%    11.7%    12.0%    3.3%    4.2%    3.4%   3.9%    8.5    9.5

====================================================================================================================================
CLASS B - LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%   10.0%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               15.0%   15.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%   10.0%    9.0%    10.0%    12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                        8      8       6        6        7        7       7       7       7      7       7      7
Average (%)                     10.0%  10.4%    9.7%    10.3%    12.8%    13.1%    3.3%    4.7%    3.5%   4.0%    8.3    9.7

====================================================================================================================================
CLASS A - VALUE ADDED
====================================================================================================================================
                                8.0%    9.0%    9.5%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.5%    9.5%   10.5%    10.5%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               12.0%   12.0%    -        -       13.0%    13.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                -       -       -        -       12.0%    13.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                        8      8       7        7        9        9       9       9       9      9       9      9
Average (%)                      9.4%  10.0%    9.6%    10.2%    12.8%    13.5%    3.5%    4.6%    3.5%   3.9%    7.6    8.9

====================================================================================================================================
CLASS B - VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   12.0%    12.0%    15.0%    15.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.8%    9.8%   10.8%    10.8%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                               14.0%   14.0%    -        -       20.0%    20.0%    5.0%    5.0%    3.0%   3.0%    5.0    7.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       6       6       5        5        6        6       6       6       6      6       6      6
Average (%)                    10.7%   11.0%   10.5%    11.2%    14.6%    15.3%    3.2%    4.8%    3.3%   3.9%    8.0    8.8

                           =========================================================================================================
Total Responses                33      33      28       33       33       33      33      33      33     33     33      33
Weighted Average (%)            9.8%   10.3%    9.7%    10.3%    13.0%    13.5%    3.3%    4.6%    3.4%   3.9%   8.1%    9.2
                           =========================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially lease Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues


8 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                                                           OFFICE MARKET - SUBURBAN/NON-CBD
====================================================================================================================================
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               11.0%   11.0%    -        -       12.0%    12.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.5%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                               10.0%   11.0%   10.5%    11.0%    12.0%    12.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.0%    9.0%    8.5%     8.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.1%    9.1%   10.1%    10.1%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.5%    11.5%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    12.0%    13.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      - 
                                8.0%    9.0%    8.0%     9.0%    10.0%    12.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      16      16      14       14       15       15      15      15      15     15      15     15
Average %                       8.8%    9.5%    9.3%     9.9%    11.2%    11.6%    3.5%    4.4%    3.6%   3.8%    8.9    9.7
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.5%    9.5%   10.5%    10.5%    10.5%    10.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.8%    11.8%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                               12.0%   12.0%    -        -       18.0%    18.0%    5.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                                8.0%   10.0%    9.5%    10.0%    11.0%    12.0%    4.0%    6.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    9.0%     9.5%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    14.0%    15.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               10.0%   11.0%    -        -        -        -       -       -       -      -       -      -
                               10.0%   11.0%   10.0%    11.0%    12.0%    13.0%    5.0%    5.0%    4.0%   4.0%    5.0   10.0

Responses                      13      13      11       11       12       12      12      12      12     12      12     12
Average %                       9.5%   10.0%    9.8%    10.2%    12.0%    12.5%    3.4%    4.5%    3.4%   3.7%    8.6    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%    -        -       13.0%    13.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                                8.0%   10.0%    8.5%     9.0%    11.0%    12.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                               10.0%   10.0%   10.0%    10.0%    12.5%    12.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.4%    9.4%   10.4%    10.4%    11.5%    11.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%    9.0%     9.0%    17.0%    20.0%    4.0%    7.00%   4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    10.0%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.1%    9.7%    9.5%    10.0%    13.4%    14.3%    3.1%    4.6%    3.4%   3.8%    7.2    8.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%    -        -       18.0%    18.0%    3.0%    3.0%    3.0%   3.0%    5.0    7.0
                               10.5%   10.5%   10.0%    10.0%    11.0%    13.0%    2.0%    2.0%    2.0%   2.0%   10.0   10.0
                               11.0%   11.0%   11.0%    11.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                9.6%    9.6%   10.6%    10.6%    11.5%     1.5%    3.8%    4.0%    4.3%   4.3%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                6.0%    6.0%   10.0%    10.0%    20.0%    20.0%    4.0%    7.0%    4.0%   4.0%    5.0    7.0
                                9.0%    9.0%    9.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               12.0%   12.0%   10.0%    10.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    2.0    2.0

Responses                      10      10       8        8        9        9       9       9       9      9       9      9
Average (%)                     9.7%   10.0%   10.0%    10.5%    14.5%    15.2%    2.9%    4.3%    3.2%   3.6%    7.2    8.0
                       =============================================================================================================
Total responses                49      49      41       41       45       45      45      45      45     45      45     45
Weighted Average (%)            9.3%    9.8%    9.7%    10.1%    12.8%    13.4%    3.2%    4.4%    3.4%   3.7%    8.0    8.8
                       =============================================================================================================
</TABLE>

                                                                   AUTUMN 1996 9

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                     INDUSTRIAL MARKET-WAREHOUSE/DISTRIBUTION
====================================================================================================================================
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    8.5%    9.3%     9.3%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%   10.0%    9.5%    10.0%    11.0%    12.0%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    10.5%    10.5%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%   10.0%    9.0%    10.5%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.0%    9.0%   10.0%    10.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.0%    9.5%     9.5%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10       10       10      10      10      10     10      10     10
Average (%)                     8.8%    9.2%    9.4%     9.8%    10.9%    11.0%    2.9%    4.0%    3.3%   3.8%    9.8   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.2%    9.2%    9.5%     9.5%    10.0%    10.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.8%    8.8%    9.5%     9.5%    11.3%    11.3%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       7       7       7        7        7        7       7       7       7      7       7      7
Average(%)                      9.3%    9.5%   10.0%    10.2%    11.2%    11.2%    2.8%    4.3%    3.2%   3.9%    9.7   10.1
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4      4       4
Average (%)                     9.7%    9.9%   10.4%    10.8%    11.9%    11.9%    2.4%    4.8%    3.3%   4.1%   9.5    10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   12.0%   13.0%    13.0%    14.0%    14.0%    0.0%    8.0%    3.0%   5.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    11.5%    11.5%    3.3%    3.3%    3.5%   3.5%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                    10.1%   10.4%   10.9%    11.3%    12.4%    12.4%    2.4%    4.8%    3.3%   4.1%    9.5   10.3
                       =============================================================================================================
Total Responses                25      25      25       25       25       25      25      25      25     25      25     25
Weighted Average (%)            9.5%    9.7%   10.2%    10.5%    11.6%    11.6%    2.6%    4.5%    3.2%   4.0%    9.6   10.2
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties.

"Value Added" denotes properties which require more active management due to
leasing issued and/or additional capital investment for physical issues

10 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A - LEASED ASSET                                       INDUSTRIAL MARKET - BUSINESS PARKS, OTHER INDUSTRIAL & MANUFACTURING
====================================================================================================================================
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                                9.0%    9.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.7%    10.7%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS B-LEASED ASSET                                                                                                                
====================================================================================================================================
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   10.0   10.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       3        3        4        4       4       4       4      4       4      4
Average (%)                     9.3%    9.8%    9.8%    10.8%    11.5%    11.5%    3.3%    4.0%    3.3%   4.0%    8.8   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.5%    10.5%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.4%   10.0%    9.9%    10.9%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%    5.0    5.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%   11.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.5%   10.5%    -        -       12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       4        4        5        5       5       5       5      5       5      5
Average (%)                     9.6%   10.2%   10.0%    11.0%    12.4%    13.2%    3.4%    4.0%    3.2%   3.8%    8.2    9.4
                             
                       =============================================================================================================
Total Responses                18      18      14       14       18       18      18      18      18     18      18     18
Weighted Average (%)            9.3%    9.8%    9.8%    10.8%    12.0%    12.4%    3.3%    4.0%    3.2%   3.9%    8.5    9.8
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues.

                                                                  AUTUMN 1996 11

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                RETAIL MARKET-NEIGHBORHOOD & COMMUNITY CENTERS
====================================================================================================================================
                                9.0%   10.5%    9.5%    10.5%    11.0%    12.5%    3.5%    3.5%    3.5%   3.5%   10.0   10.0
                                9.5%   10.0%   10.0%    10.0%    12.5%    12.5%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%   10.5%    10.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                               10.3%   10.3%   10.8%    10.8%    13.0%    13.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%    9.0%   10.0%    10.0%    10.0%    10.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.8%    9.8%   10.3%    10.3%    11.5%    11.5%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.5%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       9       9       8        8        8        8       9       9       9      9       9      9
Average (%)                     9.3%    9.8%   10.0%    10.4%    11.9%    12.1%    2.9%    3.7%    3.4%   3.9%    8.9    9.4
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   11.3%    11.3%    14.0%    14.0%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                               10.0%   10.0%   11.0%    11.0%    12.0%    12.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    11.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.5%   10.5%    -        -        -        -       -       -       -      -       -      -

Responses                       6       6       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.5%   10.0%   10.4%    11.1%    12.3%    12.3%    2.3%    3.8%    3.3%   4.2%    9.0    9.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   12.0%    12.0%    13.0%    13.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%   10.0%    -        -        -        -       -       -       -      -       -      -
                               11.0%   11.0%    9.5%     9.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       7       7       5        5        5        5       6       6       6      6       6      6
Average (%)                     9.7%   10.3%   10.1%    10.7%    13.8%    14.6%    2.8%    4.0%    3.1%   3.8%    8.5%   9.0%
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               13.0%   13.0%   14.0%    14.0%    14.0%    14.0%    0.0%    6.0%    2.0%   5.0%   10.0   10.0
                               10.0%   11.0%   10.0%    11.0%    16.0%    20.0%    4.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%   10.0%    -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    11.0%    14.0%    14.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                               11.0%   11.0%   10.5%    10.5%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       6       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.3%   10.8%   10.8%    11.5%    14.2%    15.0%    2.8%    4.0%    3.1%   3.8%    8.5    9.0

                       =============================================================================================================
Total Responses                28      28      22       22       22       22      26      26      26     26      26     26
Weighted Average (%)            9.7%   10.2%   10.3%    10.9%    13.0%    13.5%    2.7%    3.9%    3.2%   4.0%    8.7    9.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues

12 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                      RETAIL MARKET-POWER CENTERS & "BIG BOX"
====================================================================================================================================
                                9.0%    9.0%    9.5%     9.5%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                               10.0%   10.0%    9.5%     9.5%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0
                               10.5%   10.5%   10.5%    10.5%    11.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                9.5%    9.5%   10.0%    10.0%    11.4%    11.4%    3.8%    3.8%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%    9.5%    10.0%    11.0%    11.5%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                9.3%    9.3%    9.5%    10.0%    10.5%    10.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0
                                9.0%    9.0%    -        -        -        -       -       -       -      -       -      -
                                9.0%    9.5%    9.5%    10.0%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0

Responses                       9       9       8        8        8        8       8       8       8      8       8      8
Average (%)                     9.4%    9.5%    9.7%    10.1%    11.5%    11.7%    3.3%    3.5%    3.4%   3.7%    9.1   10.1
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    11.0%    12.0%    2.0%    3.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                               10.0%   10.0%   10.0%    10.0%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.1%   10.1%    10.6%    11.0%    11.3%    2.8%    3.7%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.8%   10.8%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.5%    9.5%   10.0%    10.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Response                        3       3       3        3        3        3       3       3       3      3       3      3
Average (%)                     9.6%    9.9%   10.1%    10.6%    12.0%    12.0%    2.8%    3.3%    3.2%   3.7%    9.3   10.3
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   10.8%    10.8%    12.0%    12.0%    2.0%    2.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                -       -       -        -       15.0%    15.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       2       2       2        2        3        3       3       3       3      3       3      3
Average (%)                     9.8%   10.3%   10.1%    10.9%    12.7%    12.7%    2.8%    3.3%    3.2%   3.7%    9.3   10.3

                       =============================================================================================================
Total Responses                17      17      16       16       17       17      17      17      17     17      17     17
Weighted Average (%)            9.6%    9.9%   10.0%    10.5%    11.8%    11.9%    2.9%    3.5%    3.2%   3.7%    9.3   10.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues

                                                                  AUTUMN 1996 13

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                 RETAIL MARKET-REGIONAL MALLS
====================================================================================================================================
                                7.5%    7.5%    8.0%     8.0%    11.3%    11.3%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                9.0%    9.0%    9.0%     9.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                7.5%    7.5%    7.8%     7.8%    12.0%    12.0%    1.5%    2.0%    3.0%   3.0%   10.0   10.0
                                7.0%    8.0%    8.0%     8.0%    10.5%    11.5%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    8.0%     9.0%    10.5%    11.0%    3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.0%    8.0%    8.5%     8.5%    11.0%    11.0%    4.0%    4.0%    4.0%   4.0%   10.0   10.0
                                7.8%    8.0%    8.3%     8.5%    11.0%    12.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                                7.0%    8.0%    7.0%     8.0%    10.0%    11.0%    4.0%    4.0%    4.0%   4.0%    5.0   10.0

Responses                      10       9       9        9        9        9      10      10      10     10      10     10
Average (%)                     7.9%    8.2%    8.2%     8.6%    11.4%    11.8%    3.0%    3.6%    3.5%   3.8%    9.1    9.6
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    17.0%    17.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                                9.0%    9.0%    9.0%     9.0%    13.5%    13.5%    2.0%    2.0%    4.0%   4.0%    7.0    7.0
                                9.0%   10.0%   10.0%    10.0%    12.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.6%    9.6%    10.0%    13.4%    13.9%    2.5%    3.4%    3.7%   4.0%    8.6    8.6
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   10.0%   10.0%    10.0%    18.0%    18.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               11.0%   11.0%   11.0%    11.0%    13.0%    14.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.5%    8.5%     9.0%    11.5%    12.5%    2.5%    3.0%    2.5%   3.0%   10.0   10.0

Responses                       5       4       4        4        4        4       5       5       5      5       5      5
Average (%)                     9.3%    9.8%    9.8%    10.3%    13.4%    13.9%    2.6%    3.6%    3.4%   3.8%    9.2    9.2
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               11.0%   11.0%   11.0%    11.0%    20.0%    20.0%    4.0%    4.0%    4.0%   4.0%    5.0    5.0
                               12.5%   12.5%   12.0%    12.0%    14.0%    15.0%    0.0%    4.0%    3.0%   4.0%   10.0   10.0
                               10.0%    -       -        -        -        -       3.0%    3.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.3%     9.8%    12.0%    13.0%    2.5%    3.0%    2.5%   3.0%   10.0   10.0
                               13.0%   13.0%   11.0%    11.0%    16.0%    16.0%    3.0%    3.0%    3.0%   3.0%    3.0    3.0

Responses                       6       5       5        5        5        5       6       6       6      6       6      6
Average (%)                    10.6%   11.0%   10.6%    11.0%    14.6%    15.0%    2.7%    3.5%    3.3%   3.7%    8.2    8.2

                       =============================================================================================================
TOTAL RESPONSES                26      22      22       22       22       22      26      26      26     26      26     26
WEIGHTED AVERAGE (%)            9.3%    9.6%    9.5%    10.0%    13.2%    13.6%    2.7%    3.5%    3.5%   3.8%    8.8    8.9
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues

14 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                    CAPITALIZATION RATES            INTERNAL               GROWTH RATES        TYPICAL PROJECTION
                                 GOING-IN         TERMINAL       RATE OF RETURN       INCOME        EXPENSES     PERIOD (YEARS)
                                LOW    HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW   HIGH     LOW   HIGH
<S>                            <C>     <C>     <C>      <C>      <C>      <C>     <C>     <C>     <C>    <C>     <C>    <C>
====================================================================================================================================
CLASS A-LEASED ASSET                                                                                     RESIDENTIAL - APARTMENTS
====================================================================================================================================
                                8.5%   10.0%    9.0%    10.5%     -        -       -       -       3.5%   3.5%    1.0    1.0
                                8.5%    9.0%    9.0%     9.0%    11.0%    11.0%    3.0%    3.0%    3.0%   3.0%   10.0   10.0
                                9.8%    9.8%   10.0%    10.0%    15.0%    15.0%    4.0%    4.0%    4.0%   4.0%    5.0    7.0
                                8.3%    9.0%    9.0%     9.5%    10.5%    11.5%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                7.5%    8.5%    8.0%     9.0%    10.0%    11.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.8%    8.8%    9.0%     9.0%    11.3%    11.3%    3.8%    4.0%    4.0%   4.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.5%    9.0%    9.0%     9.5%    10.0%    11.5%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                8.5%    9.0%    8.5%     9.0%     -        -       3.0%    3.5%    3.0%   3.5%   10.0   10.0
                                8.8%    9.0%    9.0%     9.5%    11.0%    11.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                      10      10      10       10        8        8       9       9      10     10      10     10
Average (%)                     8.6%    9.2%    9.0%     9.6%    11.2%    11.7%    2.9%    3.9%    3.3%   3.8%    8.4    8.9
====================================================================================================================================
CLASS B-LEASED ASSET
====================================================================================================================================
                                9.0%    9.5%    9.5%    10.0%    11.0%    12.0%    3.0%    4.0%    3.0%   4.0%   10.0   10.0
                                9.0%   10.0%   10.0%    10.0%    11.0%    12.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                9.0%   10.0%   10.0%    10.5%    10.5%    12.0%    3.0%    4.0%    3.0%   3.0%   10.0   10.0
                                9.0%    9.5%    9.5%    10.0%    11.5%    11.5%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       5       5       5        5        5        5       5       5       5      5       5      5
Average (%)                     8.9%    9.7%    9.7%    10.3%    11.0%    11.8%    2.5%    4.2%    3.1%   4.0%    9.6   10.2
====================================================================================================================================
CLASS A-VALUE ADDED
====================================================================================================================================
                               10.0%   11.0%   11.0%    11.0%    12.5%    13.5%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%    9.0%     9.0%    11.0%    12.0%    4.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.0%    9.0%    9.5%    10.0%    12.0%    12.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     8.9%    9.4%    9.8%    10.3%    11.6%    12.1%    2.6%    4.8%    3.1%   4.0%    7.8    9.0
====================================================================================================================================
CLASS B-VALUE ADDED
====================================================================================================================================
                               12.0%   13.0%   13.0%    13.0%    13.0%    15.0%    0.0%    5.0%    3.0%   5.0%   10.0   10.0
                                8.5%    9.5%    9.5%    11.0%    11.0%    11.0%    3.5%    4.0%    3.5%   4.0%   11.0   11.0
                                8.0%    8.0%   10.0%    10.0%    11.0%    13.0%    4.0%    6.0%    3.0%   3.0%    3.0    5.0
                                9.5%   10.0%   10.0%    11.0%    13.0%    13.0%    3.0%    4.0%    3.0%   4.0%    7.0   10.0

Responses                       4       4       4        4        4        4       4       4       4      4       4      4
Average (%)                     9.5%   10.1%   10.6%    11.3%    12.0%    13.0%    2.6%    4.8%    3.1%   4.0%    7.8    9.0

                       =============================================================================================================
TOTAL RESPONSES                23      23      23       23       21       21      22      22      23     23      23     23
WEIGHTED AVERAGE (%)            9.0%    9.6%    9.8%    10.4%    11.5%    12.1%    2.7%    4.4%    3.2%   4.0%    8.4    9.3
                       =============================================================================================================
</TABLE>

"Leased Asset" refers to predominantly "passive" investments involving
substantially leased Properties

"Value Added" denotes properties which require more active management due to
leasing issues and/or additional capital investment for physical issues

                                                                  AUTUMN 1996 15

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                          CAPITALIZATION RATES         INTERNAL                GROWTH RATES      TYPICAL PROJECTION
                                       GOING-IN        TERMINAL     RATE OF RETURN        INCOME        EXPENSES    PERIOD (YEARS)
                                      LOW    HIGH     LOW    HIGH     LOW    HIGH      LOW    HIGH     LOW    HIGH    LOW   HIGH
===================================================================================================================================
OFFICE                                                                                               SUMMARY OF WEIGHTED AVERAGES
===================================================================================================================================
<S>                                  <C>     <C>     <C>     <C>     <C>     <C>       <C>    <C>      <C>    <C>     <C>   <C>
Urban/CBD                             9.8%   10.3%    9.7%   10.3%   13.0%   13.5%     3.3%   4.6%     3.4%   3.9%    8.1    9.2

      Class A-Leased Asset            9.2%    9.6%    9.2%    9.7%   11.7%   12.0%     3.3%   4.2%     3.4%   3.9%    8.5    9.5
      Class B-Leased Asset           10.0%   10.4%    9.7%   10.3%   12.8%   13.1%     3.3%   4.7%     3.5%   4.0%    8.3    9.7
      Class A-Value Added             9.4%   10.0%    9.6%   10.2%   12.8%   13.5%     3.5%   4.6%     3.5%   3.9%    7.6    8.9
      Class B-Value Added            10.7%   11.0%   10.5%   11.2%   14.6%   15.3%     3.2%   4.8%     3.3%   3.9%    8.0    8.8

Suburban                              9.3%    9.8%    9.7%   10.1%   12.8%   13.4%     3.2%   4.4%     3.4%   3.7%    8.0    8.8

      Class A-Leased Asset            8.8%    9.5%    9.3%    9.9%   11.2%   11.6%     3.5%   4.4%     3.6%   3.8%    8.9    9.7
      Class B-Leased Asset            9.5%   10.0%    9.8%   10.2%   12.0%   12.5%     3.4%   4.5%     3.4%   3.7%    8.6    9.6
      Class A-Value Added             9.1%    9.7%    9.5%   10.0%   13.4%   14.3%     3.1%   4.6%     3.4%   3.8%    7.2    8.0
      Class B-Value Added             9.7%   10.0%   10.0%   10.5%   14.5%   15.2%     2.9%   4.3%     3.2%   3.6%    7.2    8.0
===================================================================================================================================
INDUSTRIAL
===================================================================================================================================
Warehouse/Distribution                9.5%    9.7%   10.2%   10.5%   11.6%   11.6%     2.6%   4.5%     3.2%   4.0%    9.6   10.2

      Class A-Leased Asset            8.8%    9.2%    9.4%    9.8%   10.9%   11.0%     2.9%   4.0%     3.3%   3.8%    9.8   10.1
      Class B-Leased Asset            9.3%    9.5%   10.0%   10.2%   11.2%   11.2%     2.8%   4.3%     3.2%   3.9%    9.7   10.1
      Class A-Value Added             9.7%    9.9%   10.4%   10.8%   11.9%   11.9%     2.4%   4.8%     3.3%   4.1%    9.5   10.3
      Class B-Value Added            10.1%   10.4%   10.9%   11.3%   12.4%   12.4%     2.4%   4.8%     3.3%   4.1%    9.5   10.3

Business Parks                        9.4%    9.9%   10.0%   10.8%   12.3%   12.9%     3.4%   4.0%     3.2%   3.8%    8.3    9.6

      Class A-Leased Asset            9.0%    9.5%    9.8%   10.5%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Leased Asset            9.3%    9.8%   10.0%   10.8%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class A-Value Added             9.5%   10.2%   10.0%   10.8%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7
      Class B-Value Added             9.7%   10.3%   10.2%   11.0%   13.0%   14.3%     3.5%   4.0%     3.2%   3.7%    7.7    8.7

Other Industrial/Manufacturing        9.2%    9.7%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.8   10.3

      Class A-Leased Asset            8.8%    9.3%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0
      Class B-Leased Asset            9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    8.5   10.0
      Class A-Value Added             9.3%    9.8%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
      Class B-Value Added             9.5%   10.0%    9.5%   11.0%   11.5%   11.5%     3.3%   4.0%     3.3%   4.0%    9.0   10.5
===================================================================================================================================
RETAIL
===================================================================================================================================
Neighborhood & Community Centers      9.7%   10.2%   10.3%   10.9%   13.0%   13.5%     2.7%   3.9%     3.2%   4.0%    8.7    9.3

      Class A-Leased Asset            9.3%    9.8%   10.0%   10.4%   11.9%   11.9%     2.9%   3.7%     3.4%   3.9%    8.9    9.4
      Class B-Leased Asset            9.5%   10.0%   10.4%   11.1%   12.3%   12.3%     2.3%   3.8%     3.3%   4.2%    9.0    9.6
      Class A-Value Added             9.7%   10.3%   10.1%   10.7%   13.8%   14.6%     2.8%   4.0%     3.1%   3.8%    8.5    9.0
      Class B-Value Added            10.3%   10.8%   10.8%   11.5%   14.2%   15.0%     2.8%   4.0%     3.1%   3.8%    8.5    9.0

Power Center & "Big Box"              9.6%    9.9%   10.0%   10.5%   11.8%   11.9%     2.9%   3.5%     3.2%   3.7%    9.1   10.3

      Class A-Leased Asset            9.4%    9.5%    9.7%   10.1%   11.5%   11.7%     3.3%   3.5%     3.4%   3.7%    9.1   10.1
      Class B-Leased Asset            9.8%   10.1%   10.1%   10.6%   11.0%   11.3%     2.8%   3.7%     3.2%   3.7%    9.3   10.3
      Class A-Value Added             9.6%    9.9%   10.1%   10.6%   12.0%   12.0%     2.8%   3.3%     3.2%   3.7%    9.3   10.3
      Class B-Value Added             9.8%   10.3%   10.1%   10.9%   12.7%   12.7%     2.8%   3.3%     3.2%   3.7%    9.3   10.3

Regional Malls                        9.3%    9.6%    9.5%   10.0%   13.2%   13.6%     2.7%   3.5%     3.5%   3.8%    8.8    8.9

      Class A-Leased Asset            7.9%    8.2%    8.2%    8.6%   11.4%   11.8%     3.0%   3.6%     3.5%   3.8%    9.1    9.6
      Class B-Leased Asset            9.3%    9.6%    9.6%   10.0%   13.4%   13.9%     2.5%   3.4%     3.7%   4.0%    8.6    8.6
      Class A-Value Added             9.3%    9.8%    9.8%   10.3%   13.4%   13.9%     2.6%   3.6%     3.4%   3.8%    9.2    9.2
      Class B-Value Added            10.6%   11.0%   10.6%   11.0%   14.6%   15.0%     2.7%   3.5%     3.3%   3.7%    8.2    8.2

Specialty Retail                      9.5%   10.5%   10.8%   11.5%   12.0%   12.6%     1.9%   4.0%     3.3%   4.0%   10.0   10.5

      Class A-Leased Asset            8.2%    9.0%    8.8%    9.7%   10.7%   11.3%     2.5%   4.0%     3.5%   4.0%    8.7   10.3
      Class B-Leased Asset            9.3%   10.3%   10.8%   11.5%   11.5%   12.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class A-Value Added             9.3%   11.0%   11.3%   12.0%   12.5%  112.0%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
      Class B-Value Added            10.6%   11.8%   12.3%   13.0%   13.5%   13.5%     1.8%   4.0%     3.3%   4.0%   10.5   10.5
===================================================================================================================================
RESIDENTIAL
===================================================================================================================================
Apartments                            9.0%    9.6%    9.8%   10.4%   11.5%   12.1%     2.7%   4.4%     3.2%   4.0%    8.4    9.3

      Class A-Leased Asset            8.6%    9.2%    9.0%    9.6%   11.2%   11.7%     2.9%   3.9%     3.3%   3.8%    8.4    8.9
      Class B-Leased Asset            8.9%    9.7%    9.7%   10.3%   11.0%   11.8%     2.5%   4.2%     3.1%   4.0%    9.6   10.2
      Class A-Value Added             8.9%    9.4%    9.8%   10.3%   11.6%   12.1%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
      Class B-Value Added             9.5%   10.1%   10.6%   11.3%   12.0%   13.0%     2.6%   4.8%     3.1%   4.0%    7.8    9.0
</TABLE>

16  REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                                      Single-Tenant NNN Leased Properties
                                          (Excludes "Bondable" Leases)

                             Minimum No.  Going-in Cap Rate  Internal Rate of Return
                              of Years     Low       High       Low        High
<S>                              <C>       <C>       <C>        <C>        <C>
Investment Grade Tenant  
- ------------------------------------------------------------------------------------
                                  4.0       9.0%      9.0%      10.0%      12.0%
                      --------------------------------------------------------------
                                 10.0       8.0       9.0       10.5       11.5
                      --------------------------------------------------------------
                                  5.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.5       13.0       15.0
                      --------------------------------------------------------------
                                 10.0       8.5       9.0       10.5       12.0
                      --------------------------------------------------------------
                                 10.0       9.5      10.0       10.5       11.5
                      --------------------------------------------------------------
                                 10.0       8.5      11.0       10.8       12.0
                      --------------------------------------------------------------
                                 10.0       9.5       9.5       11.0       11.0
                      --------------------------------------------------------------
                                 20.0       9.0       9.0        N/A        N/A
                      --------------------------------------------------------------
                                 10.0       8.0      10.0        N/A        N/A
- ------------------------------------------------------------------------------------
Responses                        10.0      10.0      10.0        8.0        8.0
Average                           9.9       9.0%      9.8%      11.2%      12.3%
                                
                                
Non-Investment Grade Tenant
- ------------------------------------------------------------------------------------
                                  4.0       9.5       9.5       10.5       13.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.5       12.5
                      --------------------------------------------------------------
                                  5.0      13.0      13.0       15.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.0      12.0       17.0       20.0
                      --------------------------------------------------------------
                                 10.0       9.0      10.0       11.0       13.0
                      --------------------------------------------------------------
                                 10.0      11.0      12.0       13.0       15.0
                      --------------------------------------------------------------
                                 10.0      10.5      10.5       13.0       13.0
                      --------------------------------------------------------------
                                 20.0      11.0      11.0       N/A        N/A
                      --------------------------------------------------------------
                                 10.0      10.0      12.5       N/A        N/A
                      --------------------------------------------------------------
Responses                         9.0       9.0       9.0        7.0        7.0
Average                           9.9      10.3%     11.2%      13.0%      14.5%
</TABLE>

                                                                  AUTUMN 1996 17

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
LUXURY                                                                                                          HOTEL - FULL SERVICE
====================================================================================================================================
               8.0%     8.0%     10.0%    10.0%   18.0%    18.0%   25.0%   25.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
               7.0%     7.0%     10.0%    10.0%   15.0%    15.0%   20.0%   20.0%    7.0%    7.0%     4.0%    4.0%     5.0     5.0   
               6.0%     9.5%     10.0%    10.0%   12.0%    15.0%   15.0%   18.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
               8.0%    11.0%      8.5%    12.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               -        -        11.0%    13.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
               6.0%     8.0%     10.0%    12.0%   13.0%    14.0%   20.0%   22.0%    3.0%    4.0%     3.0%    4.0%     5.0     5.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   15.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   

Responses      7        7         8        8       8        8       8       8       8       8        8       8        8       8     
Average (%)    7.5%     9.3%      9.8%    10.9%   14.5%    15.3%   19.5%   20.1%    4.1%    4.3%     3.8%    3.9%     6.5     6.9   
====================================================================================================================================
FIRST CLASS  
====================================================================================================================================
               9.0%     9.0%     11.0%    11.0%   12.0%    12.0%   20.0%   20.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              10.0%    10.0%     10.0%    10.0%    -        -      13.0%   13.0%    3.0%    3.0%     3.0%    3.0%    10.0    10.0   
               9.0%     9.0%     11.0%    11.0%   14.0%    14.0%   13.0%   18.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    20.0%   18.0%   22.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               7.0%     9.0%     10.0%    11.0%   11.5%    12.0%   14.0%   16.0%    4.0%    5.0%     3.0%    4.0%     5.0     5.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   
               9.0%     9.0%     10.5%    10.5%   21.0%    21.0%   14.0%   14.0%    4.0%    4.0%     3.0%    3.0%     7.0     7.0   
              10.0%    12.0%     11.0%    11.0%    -        -       -       -       3.5%    3.5%     3.5%    3.5%     5.0    10.0   
              10.0%    10.0%      9.0%     9.5%   19.0%    19.0%   15.0%   15.0%    8.0%    8.0%     6.0%    6.0%     -       -     
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   
              10.5%    10.5%     10.5%    10.5%   13.5%    13.5%    -       -       3.5%    3.5%     3.5%    3.5%    10.0    10.0   
               8.0%    12.0%      8.0%    10.0%   15.0%    15.0%   20.0%   20.0%    4.0%    4.0%     4.0%    4.0%     5.0     5.0   

Responses     13       13        13       13      11       11      11      11      13      13       13      13       12      12     
Average%       9.3%    10.5%     10.4%    10.9%   15.8%    16.5%   17.3%   17.8%    4.2%    4.3%     3.7%    3.8%     6.6     7.3   
====================================================================================================================================
MID-RATE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   18.0%   18.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              11.0%    11.0%     11.0%    11.0%   13.0%    13.0%   17.0%   17.0%    6.0%    6.0%     4.0%    4.0%     5.0     5.0   
               9.5%    11.0%     11.0%    11.0%   15.0%    18.0%   17.0%   20.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              10.0%    12.0%     10.5%    13.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
               9.5%     9.5%     10.5%    10.5%   15.0%    15.0%   18.0%   18.0%    4.5%    4.5%     4.0%    4.0%    10.0    10.0   

Responses      5        5         5        5       5        5       5       5       5       5        5       5        5       5     
Average(%)    10.0%    10.7%     11.0%    11.5%   14.2%    15.2%   18.0%   18.6%    4.2%    4.2%     3.7%    3.7%     6.4     7.0   

           =========================================================================================================================
Total
Responses     25       25        26       26      24       24      24      24      26      26       26      26       25      25     
Weighted
Average (%)    8.9%    10.1%     10.4%    11.1%   14.8%    15.7%   18.3%   18.8%    4.2%    4.3%     3.7%    3.8%     6.5     7.0   
           =========================================================================================================================


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
LUXURY                            HOTEL - FULL SERVICE
======================================================
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    4.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  

Responses             8       8        8        8     
Average (%)           2.8%    3.3%     4.1%     4.4%  
======================================================
FIRST CLASS         
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     5.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     5.0%     5.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      2.5%    2.5%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  
                      3.0%    3.0%     5.0%     5.0%  
                      3.0%    4.0%     4.0%     5.0%  

Responses            13      13       13       13     
Average%              2.8%    3.1%     4.2%     4.3%  
======================================================
MID-RATE                                              
======================================================
                      3.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      2.0%    3.0%     4.0%     4.0%  
                      3.0%    3.0%     4.0%     4.0%  
                      3.5%    3.5%     4.0%     4.0%  

Responses             5       5        5        5     
Average(%)            2.9%    3.1%     4.0%     4.0%  
                                                      
           ===========================================
Total                                                 
Responses            26      26       26       26     
Weighted                                              
Average (%)           2.9%    3.2%     4.1%     4.2%  
           ===========================================
</TABLE>
*as percent of total revenues

18 REAL ESTATE OUTLOOK

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                       CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - AUTUMN 1996
====================================================================================================================================
                      CAPITALIZATION RATES       BLENDED INTERNAL  EQUITY INTERNAL          GROWTH RATES          TYPICAL PROJECTION
                  GOING-IN          TERMINAL      RATE OF RETURN   RATE OF RETURN      INCOME          EXPENSES      PERIOD (YEARS) 
              ----------------------------------------------------------------------------------------------------------------------
               LOW      HIGH      LOW     HIGH     LOW     HIGH     LOW    HIGH     LOW     HIGH     LOW     HIGH     LOW    HIGH   
              ----------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>      <C>     <C>      <C>     <C>     <C>      <C>     <C>      <C>     <C>      <C>     <C>   
====================================================================================================================================
MID-RATE                                                                                                     HOTEL - LIMITED SERVICE
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              12.0%    12.0%     12.0%    12.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               8.0%    10.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     2.0%    2.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   
              10.0%    13.0%     12.0%    13.0%   25.0%    25.0%   20.0%   20.0%    3.5%    4.0%     3.5%    4.0%     5.0     5.0   

Responses      6        6         6        6       6        6       6       6       6       6        6       6        6       6     
Average(%)    10.3%    11.5%     11.5%    12.1%   15.7%    16.5%   17.5%   17.8%    3.5%    3.6%     3.7%    3.8%     6.2     6.7   
====================================================================================================================================
ECONOMY
====================================================================================================================================
              10.0%    10.0%     12.0%    12.0%   15.0%    15.0%   15.0%   15.0%    4.0%    4.0%     5.0%    5.0%     5.0     5.0   
              13.0%    13.0%     13.0%    13.0%   13.0%    13.0%   17.0%   17.0%    3.0%    3.0%     4.0%    4.0%     5.0     5.0   
               9.0%    11.0%     10.0%    10.0%   12.0%    15.0%   14.0%   16.0%    3.0%    3.0%     3.0%    3.0%     5.0     5.0   
              11.0%    13.0%     11.5%    14.0%   13.0%    15.0%   20.0%   20.0%    3.5%    3.5%     3.5%    3.5%     7.0    10.0   
              11.0%    11.0%     11.8%    11.8%   16.0%    16.0%   19.0%   19.0%    4.0%    4.0%     4.0%    4.0%    10.0    10.0   

               5        5         5        5       5        5       5       5       5       5        5       5        5       5     
              10.8%    11.6%     11.7%    12.2%   13.8%    14.8%   17.0%   17.4%    3.5%    3.5%     3.9%    3.9%     6.4     7.0   
           =========================================================================================================================
Total
Responses     11       11        11       11      11       11      11      11      11      11       11      11       11      11     
Weighted
Average (%)   10.6%    11.6%     11.6%    12.1%   14.7%    15.7%   17.3%   17.6%    3.5%    3.5%     3.8%    3.8%     6.3     6.8   
           =========================================================================================================================


<CAPTION>
                       MANAGEMENT       RESERVES FOR  
                          FEES*         REPLACEMENT   
                      --------------------------------
                      LOW     HIGH     LOW      HIGH  
                      --------------------------------
<S>                   <C>     <C>      <C>      <C>   
======================================================
MID-RATE                       HOTEL - LIMITED SERVICE
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    4.0%     4.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   
                       4.0%    4.0%     5.0%     5.0%   

Responses              6       6        6        6      
Average(%)             3.3%    3.5%     4.3%     4.4%   
======================================================
ECONOMY                                                 
======================================================
                       3.0%    3.0%     4.0%     4.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    5.0%     5.0%     5.0%   
                       3.0%    3.0%     4.0%     4.0%   
                       4.0%    4.0%     4.5%     4.5%   
                       5       5        5        5      
                       3.4%    3.6%     4.3%     4.3%   

           ===========================================
Total                                                   
Responses             11      11       11       11      
                                                        
Weighted                                                
Average (%)            3.4%    3.6%     4.3%     4.4%   
           ===========================================
</TABLE>

*as percent of total revenues

                                                                  AUTUMN 1996 19


<PAGE>

                                                       OFFICE BUILDING SALE
================================================================================


I-1                                               Sale

Building Name:                                    280 King of Prussia Road

Location:                                         280 King of Prussia Road
                                                  Radnor Twp., Delaware, PA

Parcel Number:                                    15-026-000

Grantor:                                          Radnor Blue Devils Assoc.

Grantee:                                          Wyeth Laboratories, Inc.

Date of Sale:                                     01/16/96

Recording Data:                                   Deed Book 1435 Page 320

Physical Description:

  Land Area:                                      6.70 Acres
  Gross Building Area:                            65,000 Square Feet
  Net Rentable Area:                              65,000 Square Feet
  Year Built:                                     1981
  Occupancy at Sale:                              100%
  Parking:                                        Surface parking for 262 cars
  Quality:                                        Average
  Construction:                                   Brick & steel
  Zoning:                                         Office
  Stories:                                        3

Sale Price:                                       $8,400,000

Terms of Sale:                                    Cash to seller

Sale Price/Square Foot (GSF):                     $129.23

Sale Price/Square Foot (RSF):                     $129.23

COMMENTS:

    280 King of Prussia Road is a three story, brick
  and steel frame office building situated on an
  approximate 6.7 acre site. Constructed in 1981,
  the building was considered in average condition at
  the time of sale.

    The buyer, Wyeth Laboratories, was a tenant in
  the building at the time of sale. Wyeth was
  considered motivated to acquire the building due to
  its extensive presence in the Radnor area and
  occupies two contiguous


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================

I-1 Continued
 buildings.

Confirmation Data:
 By:                                       BROKER








PHL4-1439


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================


I-2                                            Sale

Building Name:                                 150 Monument Road

Location:                                      150 Monument Road
                                               Bala Cynwyd
                                               Lower Merion Twp., Montgomery, PA

Parcel Number:                                 40-002H-112

Grantor:                                       Monument Development Assoc.

Grantee:                                       Monument Road, Inc. (RREEF)

Date of Sale:                                  08/08/96

Recording Data:                                Book 5157, Page 1860

Physical Description:

  Land Area:                                   7.74 Acres
  Gross Building Area:                         149,000 Square Feet
  Net Rentable Area:                           133,166 Square Feet
  Year Built:                                  1981
  Occupancy at Sale:                           94 %
  Parking:                                     Surface for 481 cars
  Quality:                                     Average
  Construction:                                Masonry and steel
  Zoning:                                      Residential w/ variance
  Stories:                                     6

Sale Price:                                    $15,000,000

Terms of Sale:                                 Cash to seller.

Economic Indicators:
  Net Operating Income:                        $1,645,000       Buyer's Proforma
  Net Cash Flow:                               $1,429,000       Buyer's Proforma

Appraisal Indicators:
  Overall Rate (OAR):                          10.97%

Sale Price/Square Foot (GSF):                  $100.67

Sale Price/Square Foot (RSF):                  $112.64

COMMENTS:
     150 Monument Road is a six story, multi-tenant office


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================



I-2 Continued

 building located in the Bala Cynwyd section of
 suburban Philadelphia, approximately five miles to
 Center City and in close proximity to I-76.

    The buyer projects strong rental growth in this
 market due to constrained supply. Additionally, about
 50% of the tenants within the building are subject to
 gross leases while the remainder are sub-metered for
 electric. The buyer expects to convert the gross
 leases to plus electric leases thereby increasing
 income levels further.

    It is noted that the net rentable area includes
 approximately 9,972 square feet of storage space.

Confirmation Data:
 By:                                         BROKER
 With:                                       Flynn Co.








PHL4-1365


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================


I-3                                               Sale

Building Name:                                    Walnut Grove Corporate Center

Location:                                         One Walnut Grove Drive
                                                  Horsham Township
                                                  Montgomery County, PA

Parcel Number:                                    36-060-077

Grantor:                                          LC/N Horsham Partnership II

Grantee:                                          Liberty Property Limited
                                                  Partnership

Date of Sale:                                     12/30/96

Physical Description:

  Land Area:                                      6.92 Acres
  Gross Building Area:                            84,350 Square Feet
  Net Rentable Area:                              81,846 Square Feet
  Year Built:                                     1989
  Occupancy at Sale:                              75 %
  Parking:                                        On-site
  Quality:                                        Good
  Construction:                                   Masonry & Steel
  Zoning:                                         I-2 Light Manufacturing
  Stories:                                        3

Sale Price:                                       $9,114,000

Terms of Sale:                                    Cash to Seller

Economic Indicators:
  Net Operating Income:                           $984,000      Buyer's Proforma

Appraisal Indicators:
  Overall Rate (OAR):                             10.80%

Sale Price/Square Foot (GSF):                     $108.05

Sale Price/Square Foot (RSF):                     $111.36

COMMENTS:

  Constructed in 1989, this three story, Class A
  office building is situated at the corner of Walnut
  Grove Drive and Dresher Road in Horsham Township.
  The agreed upon


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================


I-3 Continued

  purchase price is $9,000,000. In confirming the sale,
  the buyer's representative indicated that they were
  spending $114,000 in necessary repairs, increasing the
  economic investment to $9,114,000.

Confirmation Data:
  By:                                       BUYER
  With:                                     H. Buzzard (Liberty)








PHL4-1553


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================


I-4                                               Sale

Building Name:                                    Airport Business Center

Location:                                         Route 291 and I-95
                                                  Essington
                                                  Delaware County, PA

Grantor:                                          Henderson/Tinucum L.P.and
                                                  International Court I,II,III

Grantee:                                          Cali Airport Realty Associates

Date of Sale:                                     12/17/96

Recording Data:                                   Deed Book 1545 Page 1636

Physical Description:

  Land Area:                                      32.15 Acres
  Net Rentable Area:                              371,000 Square Feet
  Occupancy at Sale:                              90 %
  Parking:                                        Adequate
  Quality:                                        Good
  Construction:                                   Masonry
  Stories:                                        3

Sale Price:                                       $43,000,000

Terms of Sale:                                    Cash to seller

Economic Indicators:
  Net Operating Income:                           $4,300,000            Estimate

Appraisal Indicators:
  Overall Rate (OAR):                             10%

Sale Price/Square Foot (RSF):                     $115.90

COMMENTS:
  This property consist of a group of three and four
  story concrete office buildings built in the 
  1980's.The property is located near the Delaware
  Expressway and Philadelphia International Airport.

Confirmation Data:
  By:                                             BROKER


<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================

I-4 Continued
  With:                                   Steve Coyle-JC








PHL4-1684

<PAGE>


                                                       OFFICE BUILDING SALE
================================================================================


I-5                                              Sale

Building Name:                                   Westlake Corporate Center

Location:                                        Westlakes Drive
                                                 Tredyffrin Township
                                                 Chester County, PA

Grantor:                                         Beacon Properties Corp.

Grantee:                                         Cali Realty Corp.

Date of Sale:                                    05/01/97

Physical Description:

 Land Area:                                      52.96 Acres
 Net Rentable Area:                              444,293 Square Feet
 Occupancy at Sale:                              97 %
 Parking:                                        adequate
 Quality:                                        Good
 Construction:                                   Masonry
 Stories:                                        3

Sale Price:                                      $72,500,000

Terms of Sale:                                   Cash to seller

Economic Indicators:
 Net Operating Income:                           $6,525,000             Estimate

Appraisal Indicators:
 Overall Rate (OAR):                             9.0%

Sale Price/Square Foot (RSF):                    $163.18

COMMENTS:
 This property consist of four, three story modern
 office buildings in the Westlakes Corporate Center
 which is considered one of the premier office
 developments in suburan Philadelphia. The
 improvements were built between 1988 and 1990 and
 were in good condition.


Confirmation Data:
 By:                                             BROKER
 With:                                           Steve Coyle-JC



PHL4-1685


<PAGE>


                                              QUALIFICATIONS OF PAUL R. SULLIVAN
================================================================================

Professional Affiliations

     Member, Appraisal Institute (MAI Designation #5978)
     Delaware Certified General Appraiser (Certificate #Xl-0000066) 
     Maryland Certified General Appraiser (Certificate #10322) 
     New Jersey Certified General Appraiser (Certificate #RG 08080)
     Ohio Certified General Appraiser (Certificate #392817) 
     Pennsylvania Certified General Appraiser (Certificate #GA-000351-L)
     International Right-of-Way Association (Associated Member) 
     Pennsylvania Real Estate Broker (License #AB-023914-A)
    
Real Estate Experience

     Senior Appraiser, Cushman & Wakefield Valuation Advisory Services Group,
     specializing in commercial, industrial and special use real estate
     appraisal and investment counseling. Cushman & Wakefield is a international
     full service real estate organization and a Rockefeller Group Company.

     Senior Appraiser, Reaves C. Lukens Company of Philadelphia, Pennsylvania,
     specializing in the appraisal of a wide variety of real properties from
     January, 1974 to June, 1982.

     Proprietor, Paul R. Sullivan Company of Philadelphia, Pennsylvania,
     specializing in the appraisal of commercial and industrial real estate on a
     sub-contract basis from February, 1973 to December, 1973.

     Staff Appraiser, Bart F. Brigidi Company, Inc. of Glenside, Pennsylvania,
     specializing in eminent domain appraisal assignments from January, 1972 to
     January, 1973.

     Staff Appraiser, Jackson-Cross Company of Philadelphia, Pennsylvania,
     participating in the preparation of real estate appraisals from August,
     1967 to December, 1971.

Formal Education

      University of Pennsylvania, Philadelphia, Pennsylvania
       Wharton School of Commerce and Finance
        Bachelor of Business Administration - 1976

      Appraisal Institute, Chicago, Illinois
        Required Courses of Study Leading to the MAI Designation
        Various Lectures and Seminars for Continuing Education Credits

      Board of Realtors, Philadelphia, Pennsylvania
        Required Courses of Study for State Licensure

Court Testimony

     Qualified as expert witness in U.S. Bankruptcy Court, Philadelphia and
     Camden, New Jersey courts and before various tax appeal boards.


<PAGE>


                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. Box 2649, Harrisburg, PA 17105-2649

                                     [SEAL]

                                 Classification

                               GENERAL APPRAISER

Certificate Number         Certification Date        Issued            Expires
   GA-000351-L               SEP  20  1991       APR  22  1997      JUN  30 1999


                                                  Issued To:
/s/ Paul Robert Sullivan
- ------------------------------------
Signature                                         PAUL ROBERT SULLIVAN
                                                  45 DAYTONA AVENUE
                                                  SEWELL       NJ  08080

/s/ Dorothy Childress
- ------------------------------------
Commissioner of Professional and 
Occupational Affairs



<PAGE>


                                                  QUALIFICATIONS OF JOHN B. RUSH
================================================================================

Professional Affiliations

     Member, Appraisal Institute (MAI Designation #7261)
     Delaware Certified General Appraiser (Certificate #X1-0000051) 
     Maryland Certified General Appraiser (Certificate #10041) 
     New Jersey Certified General Appraiser (Certificate #RG 00808) 
     Pennsylvania Certified General Appraiser (Certificate #GA-000331-L) 
     Pennsylvania Real Estate Broker (License #AB043144A) 
     Affiliate, Tri-State Commercial & Industrial Association of Realtors
     Associate, Urban Land Institute (Associate #164089)

Real Estate Experience

     Director of Cushman & Wakefield of Pennsylvania, Inc. and Manager of its
     Valuation Advisory Services Department in Philadelphia. Cushman & Wakefield
     is a international full service real estate organization and a Rockefeller
     Group Company.

     Senior Appraiser, Cushman & Wakefield Appraisal Division, specializing in
     commercial and industrial real estate appraisal and investment counseling
     throughout the nation from January, 1980 to September, 1985.

     Staff Appraiser, Boyle/Helbig Realty, Inc. of Philadelphia, Pennsylvania,
     specializing in commercial and industrial real estate appraisal and
     investment counseling throughout a wide geographic area from December,
     1977 to December, 1979.

     Associate, Michael Singer Real Estate Company of Philadelphia,
     Pennsylvania, specializing in the investment, leasing and management of
     local commercial and residential real estate from June, 1975 to December,
     1977.

Formal Education

     Drexel University, Philadelphia, Pennsylvania
      Master of Business Administration - 1982

     Saint Joseph's College, Philadelphia, Pennsylvania
      Bachelor of Arts - 1975

     Appraisal Institute, Chicago, Illinois
      Required Courses of Study Leading to the MAI Designation
      Various Lectures and Seminars for Continuing Education Credits

     Board of Realtors, Philadelphia, Pennsylvania
      Required Courses of Study for State Licensure


<PAGE>


                                                  Qualifications of John B. Rush
================================================================================

Qualified Expert Witness

     United States Bankruptcy Court,
      Eastern District of Pennsylvania

     United States Bankruptcy Court,
      Middle District of Pennsylvania

     Court of Common Pleas
      Dauphin County, Pennsylvania

     Board of Assessment Appeals
      Bucks County, Pennsylvania

     Board of Revision of Taxes
      City of Philadelphia

     Board of Tax Review
      City of Philadelphia

     Board of Assessment Appeals
      Dauphin County, Pennsylvania


<PAGE>

                          Commonwealth of Pennsylvania
                              Department of State
                Bureau of Professional and Occupational Affairs
                    P.O. Box 2649, Harrisburg, PA 17105-2649

                                     [SEAL]

                                 Classification

                               GENERAL APPRAISER

Certificate Number         Certification Date       Issued            Expires
   GA-000331-L               SEP  10  1991       MAY  15  1995      JUN  30 1997


                                                  Issued To:
/s/ John B. Rush
- ------------------------------------
Signature                                         JOHN BENJAMIN RUSH
                                                  325 POWDER HORN ROAD
                                                  FORT WASHINGTON      PA  19034

/s/ Dorothy Childress
- ------------------------------------
Commissioner of Professional and 
Occupational Affairs




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

               =================================================================

               COMPLETE APPRAISAL OF
               REAL PROPERTY

               Montehiedra Town Center
               Montehiedra Avenue & State Road 52
               Rio Peidras Sector, San Juan, Puerto Rico

               =================================================================
               IN A SELF-CONTAINED REPORT

               As of March 7, 1997

               Prepared For:

               Goldman Sachs & Co.
               85 Broad Street
               New York, New York 10004

               Prepared By:

               Cushman & Wakefield, Inc.
               Valuation Advisory Services
               51 West 52nd Street, 9th Floor
               New York, New York 10019



<PAGE>


Cushman & Wakefield, Inc.                                         CUSHMAN &
51 West 52nd Street                                             WAKEFIELD (R)
New York, NY 10019-6178
(212) 841-7500                                              Improving your place
                                                                in the world.

April 16, 1997

Mr. P. Sheridan Schechner
Managing Director
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Re:  Appraisal of Real Property
     Montehiedra Town Center
     Montehiedra Avenue & State Road 52
     San Juan, Puerto Rico

Dear Mr. Schechner

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield, Inc. is pleased to transmit our report estimating the
market value of the leased fee estate in the above referenced property, which
represents the As Is Value Estimate of the real estate described herein.

     The subject consists of a one- and two-story, 525,452 square foot regional
shopping mall. In addition, there is the potential for four outparcel
developments which at the request of the Client are not included within this
appraisal.

     As specified in the Letter of Engagement, the value opinions reported
herein are qualified by certain assumptions, limiting conditions,
certifications, and definitions, which are set forth in the report. The
accompanying report includes pertinent data secured in our investigation,
exhibits, and details of the processes used to arrive at our conclusions of
value.

     This report was prepared for Goldman Sachs & Co. (Client) and it is
intended only for the specified use of the Client. The property was inspected by
Brian J. Booth and the report prepared by Brian J. Booth and Richard W. Latella,
MAI.

     As a result of our total analysis, we have formed an opinion that the
Market Value of the leased fee estate in the subject property, assuming it to be
free and clear of any ground lease, and subject to the assumptions, limiting
conditions, definitions, and certifications, as of March 7, 1997, based upon
cash flows commencing January 1, 1997, was:

                           NINETY TWO MILLION DOLLARS
                                  $92,000,000


<PAGE>


Cushman & Wakefield, Inc.

Mr. P. Sheridan Schechner
April 16, 1997
Page 2

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice (USPAP). The results of the
appraisal are being conveyed in a self-contained report according to our
agreement.

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD, INC.


/s/ Brian J. Booth
Brian J. Booth
Retail Valuation Group

/s/ Richard W Latella
Richard W Latella, MAI
Senior Director
Retail Valuation Group
Temporary Licensed Real Estate Appraiser
Commonwealth of Puerto Rico


BJB:RWL
C&W File No. 97-9136


<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                            Montehiedra Town Center

Location:                                 Montehiedra Avenue State & Road 52
                                          Rio Peidras Sector, San Juan, 
                                          Puerto Rico

Assessor's Parcel Nos.:                   143-009-008-04-000

Interest Appraised:                       Leased Fee

Date of Value:                            March 7, 1997

Date of Cash Flow Commencement:           January 1, 1997

Date of Inspection:                       March 7, 1997

Ownership:                                Big Beaver of Rio Piedras Development
                                          Corporation and Kmart Corporation

Land Area:                                56.26 Cuerdas

Zoning:                                   R-1 (Residential). Original 
                                          construction approved in accordance to
                                          the parameters of a C-4 (Commercial 
                                          Retail Center) zoning.

Improvements:                             One-, and two-level regional shopping 
                                          mall. There are four potential 
                                          outparcel lots which are not included 
                                          within this appraisal.

Year(s) Built:                            1993-94

Condition:                                Good

Gross Leasable Area:



================================================================================
  Tenancy                                      Sq. Footage       Allocation (%)
================================================================================
Anchor Stores
  Kmart                                          135,385
  Builders Square                                110,241
  Marshall's                                      29,776
  ----------                                      ------
Total Anchors                                    275,402               52.4
- --------------------------------------------------------------------------------
Specialty Shops                                  194,029               56.0
- --------------------------------------------------------------------------------
Food Court                                         4,491                0.9
- --------------------------------------------------------------------------------
Kiosks                                             1,530                0.3
- --------------------------------------------------------------------------------
Caribbean Theatres                                50,000                9.5
================================================================================
Total GLA                                        525,452              100.0
================================================================================
Total Owned GLA                                  525,452
================================================================================


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Highest and Best Use
  As If Vacant:                           Commercial/retail utilization built to
                                          its maximum feasible FAR.

  As Improved:                            Continued retail use as a regional 
                                          mall.

================================
Operating Data/Current Occupancy
================================

  Vacancy:                                5,600 SF

  Current Occupancy:                      98.9% (Based upon total GLA)

  Stabilized Occupancy:                   98.0% (Exclusive of downtime between 
                                                 leases)

================================================================================
                           Operating Income Expenses*
================================================================================
                                                    1996                 1997
                                                  Forecast              Budget
================================================================================
Minimum & Percentage Rent                        $ 7,823,153         $ 8,603,608
Recovery % 0ther Income                          $ 2,264,373         $ 2,914,565
Total Income                                     $10,087,526         $11,518,173
Operating Expenses                               $ 2,466,752         $ 2,678,906
Net Operating Income                             $ 7,620,773         $ 8,839,267
================================================================================
* Taken from Kmart budget & forecast report.
================================================================================

=======================================
Investment Assumptions - As-Is Analysis
=======================================

Holding Period:                           10 years (commencing January 1, 1997)

Annual Growth Rates

  Sales Growth:                           1997 - 1998 5.0% - thereafter 3.5%
  Rent Growth:                            1997-1999 - 4%; thereafter 3.5%
  Expense Growth:                         3.5%
  CPI:                                    3.5%
  Tax Growth:                             3.5
  Miscellaneous Income:                   3.0%

Leasing Commissions:                      Included in management fee

Renewal Probability:                      80.0%


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Investment Parameters
  Terminal Cap Rate:                      9.50%
  Cost of Sale at Reversion:              2.0%
  Discount Rate:                          11.25%

==================================
Value Conclusions - As-Is Analysis
==================================

Value Indicators
  Cost Approach:                          N/A
  Sales Comparison Approach:              $91,000,000 - 93,000,000
  Income Capitalization Approach
    Discounted Cash Flow Analysis:        $92,000,000
    Direct Capitalization:                $93,000,000
  Value Conclusion:                       $93,000,000
  Resulting Indicators
  Value Per Sq/Ft Owned GLA:              $175.09
  Net Operating Income (1997):            $8,735,794
  Implicit Overall Capitalization Rate:   9.50%

Special Assumptions:

1.   At the time of our inspection, several new leases had been finalized or
     were in advanced stages of negotiation or completion. Our cash flow
     analysis and valuation has recognized that all signed, as well as any
     pending leases with a high probability of being consummated are implemented
     according to the terms presented to us by management. To the extent such
     leases exist, they are identified within the body of this report.
     Furthermore, any proposed tenant construction is assumed to be completed in
     a timely and workmanlike manner per lease terms.

2.   Throughout the analysis we have relied on information provided by ownership
     and management which we assume to be accurate. This information was
     provided in the form of a rent roll, sales reports, certain other tenant
     specific documents, and historical and budgeted income/expenses. We were
     not provided with audited tenant expense billing statements. In addition,
     actual lease documents were not provided.

3.   We have made a visual inspection of building improvements and local
     environs in the process of this analysis. Our comments are limited to those
     items which were readily observable and apparent to such an inspection.
     Comments regarding the structural integrity of improvements are beyond the
     scope of our engagement and are best made by a professional engineer.

4.   The forecasts of income and expenses contained herein are not predictions
     of the future. Rather, these projections are our best estimates of current
     market thinking on future income, expenses, growth rates, and demand. No


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

     warranty or representation is made with regard to materialization of these
     forecasts.

5.   We have not been provided with any environment reports for the property. We
     are not aware of any environmental hazards or conditions on or about the
     property that would detract from its market value. Furthermore, our
     physical inspection gave us no reason to suspect that such conditions might
     exist. However, we are not experts in the detection of environmental
     contaminants, or the cost to cure them if they do exist. Our analysis
     assumes that there are no environmental hazards or conditions affecting the
     property.

6.   We have not been provided with an actual copy of the lease agreement
     between Robert Wetenhall and Real Investments S.E. We have relied upon
     information submitted by our client which summarizes the rights and
     obligations contained therein.

7.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report. We believe, based on the assumptions
     employed in our cash flow analysis and based on our selection of investment
     parameters for the subject, the value conclusion represents a market price
     achievable within one year's exposure time on the open market.


<PAGE>


                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================


                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]

          View of Kmart and mall looking north across the parking lot.



                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]

          View of the Marshall's entrance and mall looking northwest.


<PAGE>


                                            Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]

                Exterior view of the main entrance to the mall.




                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]


                     View of Marshall's and Discovery Zone.


<PAGE>


                                            Photographs of Subject Property
================================================================================


                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]




             View of the Theatre and Builders Square improvements.



                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]


                            View of Kmart entrance.


<PAGE>


                                            Photographs of Subject Property
================================================================================



                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]



                        Interior view of main concourse.




                               [GRAPHIC OMITTED]

                                  [PHOTOGRAPH]



                        View of typical in-line spaces.




<PAGE>


                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

INTRODUCTION .............................................................     1
Identification of Property ...............................................     1
Property Ownership and Recent History ....................................     1
Extent of the Appraisal Process ..........................................     1
Date of Value and Property Inspection ....................................     2
Property Rights Appraised ................................................     2
Definitions of Value, Interest Appraised, and Other Pertinent Terms ......     2
Legal Description ........................................................     4
AREA ANALYSIS - THE ISLAND OF PUERTO RICO ................................     5
REGION ANALYSIS - MUNICIPALITY OF SAN JUAN ...............................    14
NEIGHBORHOOD ANALYSIS ....................................................    18
RETAIL MARKET AND TRADE AREA ANALYSIS ....................................    19
PROPERTY DESCRIPTION .....................................................    33
Site Description .........................................................    33
Improvements Description .................................................    36
REAL PROPERTY TAXES AND ASSESSMENTS ......................................    40
ZONING ...................................................................    42
HIGHEST AND BEST USE .....................................................    43
Highest and Best Use of Site As Though Vacant ............................    43
Highest and Best Use of Property as Improved .............................    43
VALUATION PROCESS ........................................................    46
SALES COMPARISON APPROACH ................................................    47
INCOME CAPITALIZATION APPROACH ...........................................    64
RECONCILIATION AND FINAL VALUE ESTIMATE ..................................   101
ASSUMPTIONS AND LIMITING CONDITIONS ......................................   104
CERTIFICATION OF APPRAISAL ...............................................   106
ADDENDA ..................................................................   107


<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject of the appraisal is the Montehiedra Town Center, one of the
largest regional centers located in the Commonwealth of Puerto Rico. It is
situated at the intersection of Montehiedra Avenue and State Road 52, within the
Rio Piedras Sector within the San Juan metropolitan area. The mall was
constructed between 1993 and 1994 and opened in March, 1995. Montehiedra Town
Center is anchored by Kmart (135,385 square feet), Builders Square (110,241
square feet), and Marshalls (29,776 square feet). Other major tenants include
Caribbean Theatres (50,000 square feet), Giralda (14,615 square feet), and
Discovery Zone (10,000 square feet). The total gross leasable area (GLA) of the
center is 525,452 square feet. At the time of our inspection the mall was almost
99 percent occupied with only three noted vacancies. A more complete description
of the project, together with our forecasts and assumptions is contained within
the text of the report.

Property Ownership and Recent History

     The subject property is currently owned by Big Beaver of Rio Piedras
Development Corporation and Kmart Corporation. Kmart Corporation reportedly
acquired the site in December 1991 for approximately $10.5 million. The subject
improvements were constructed by Kmart between 1993 and 1994 with Kmart opening
in late 1994 and the mall opening in March 1995.

     We have been provided with a Purchase Agreement between Big Beaver of Rio
Piedras Development/Kmart Corporation and Manley Berenson Associates, Inc.
Manley Berenson was involved with the original construction and leasing of the
mall which the Kmart Corporation reportedly had always intended on selling upon
completion. The agreement to sell/purchase the subject is dated August 1996. The
agreed upon purchase price for the property is $74,400,000. We are advised that
the sales price was negotiated based upon the cost to construct the mall plus
some additional profit.

     Manley Berenson is reportedly attempting to divest themselves out of the
Puerto Rico market. They have agreed to sign over the agreement to purchase,
under the same terms, to Vornado Montehiedra Acquisition L.P. Under the
agreement, Manley Berenson will continue to manage the mall for Vornado. The
sales price includes the mall as well as the undeveloped outparcels. According
to a representative at Vornado, the outparcels account for approximately
$1,623,000 of the overall sales price.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the interior and exterior of the building, site
          improvements, and a representative sample of tenant spaces;

     o    Interviewed representatives of ownership and the property management
          company.

     o    Reviewed leasing policy, concessions, tenant build-out allowances and
          history of recent rental rates and occupancy;

================================================================================

                                       -1-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                               Introduction
================================================================================

     o    Reviewed a property operating history as well as a detailed budget of
          income and expense forecasts for 1996 and 1997;

     o    Conducted market research of occupancy rates, asking rents,
          concessions, and operating expenses at competing properties;

     o    Conducted market inquiries into recent sales of similar retail centers
          to ascertain sale prices per square foot, effective gross income
          multipliers, and capitalization rates;

     o    Analyzed the trading area for the mall and reviewed specific data for
          the property;

     o    Reviewed a current rent roll, sales reports, and other tenant specific
          data;

     o    Estimated market rental rates, absorption, and stabilized income and
          expenses for the subject based on available market data and current
          market thinking relative to growth in market rents and market
          absorption;

     o    Prepared a detailed discounted cash flow (DCF) analysis using Pro-Ject
          +plus software for the purpose of discounting the forecasted net
          income stream into a present value for the center;

     o    Reconciled the value indications and concluded a final value estimate
          for the subject as of our date of value; and

     o    Prepared a complete appraisal of the subject property with the results
          conveyed in this summary report. A complete appraisal involves an
          estimate of market value without any departure from the Uniform
          Standards of Professional Appraisal Practice maintained by the
          Appraisal Foundation. A self-contained report makes a comprehensive
          presentation of the data and analyses which serve as the basis of our
          conclusion of value for the subject property.

Date of Value and Property Inspection

     Our date of value is March 7, 1997. On that date, Brian J. Booth inspected
the property and its environs.

Property Rights Appraised

     Leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows: 

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue

================================================================================

                                      -2-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                               Introduction
================================================================================

     stimulus. Implicit in this definition is the consummation of a sale as of a
     specified date and the passing of title from seller to buyer under
     conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute as well as the Urban Land Institute, Dollars and Cents of Shopping
Centers - 1995.

     Gross Leasable Area (GLA)

     The total floor area designed for tenants' occupancy and exclusive use,
     including any basements, mezzanines, or upper floors, expressed in square
     feet and measured from the centerline of joint partitions and from outside
     wall faces.

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject to
     the limitations imposed by the governmental powers of taxation, eminent
     domain, police power, and escheat.

     Leasehold Estate

     The interest held by the lessee (the tenant or renter) through a lease
     conveying the rights of use and occupancy for a stated term under certain
     conditions.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

================================================================================

                                      -3-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




<PAGE>


                                                               Introduction
================================================================================

     Market Value As Is

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; relates to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

     Market Rent

     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     These definitions have been taken into account when arriving at the
estimate of market value reported in this appraisal assignment.

Competency Provision

     We are aware of the competency provision of the USPAP. The authors of this
report meet these standards. Brian J. Booth inspected the subject property,
researched and analyzed pertinent market information, and prepared the appraisal
report. Richard W. Latella, MAI also provided significant assistance in the
analyses and preparation and reviewing of the report. Richard W. Latella, MAI
and Brian J. Booth have extensive appraisal experience with complex retail
properties.

     It is our opinion that we are fully competent to perform this appraisal,
due to the fact that:

     1.   The appraisers have full knowledge and experience in the nature of
          this assignment.

     2.   All necessary and appropriate steps have been taken in order to
          complete the assignment competently.

     3.   There is no lack of knowledge or experience that would prohibit this
          assignment to be completed in a professional competent manner or where
          a biased or misleading opinion of value would be rendered.

Legal Description

     A legal description was provided within the Purchase Agreement and can be
found within the Addenda of this report.

================================================================================

                                      -4-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




<PAGE>


                                  AREA ANALYSIS - THE ISLAND OF PUERTO RICO
================================================================================

Introduction

     The short- and long-term value of real estate is influenced by a variety of
factors and forces which interact within a given region. Regional analysis
serves to identify those forces which affect property value and the role they
play within the region. The four primary forces which influence real property
value include environmental characteristics, governmental forces, social
factors, and economic trends. These forces determine the supply and demand for
real property which, in turn, affect market value.

================================
A. Environmental Characteristics
================================

     The primary environmental forces which influence the region include
physical location, geography, and infrastructure. These characteristics provide
a basis for the region's stability and describe the area's overall locational
bearing. Both natural and man-made environmental forces influence real property
values and are best understood in relation to the subject property's location.

General Overview

     The subject property is located within the San Juan metropolitan area on
the Island of Puerto Rico. Puerto Rico is the fourth largest of the Caribbean
Islands and is flanked to the west by Haiti and the Dominican Republic, to the
east by the Virgin Islands, to the north by the Atlantic Ocean, and to the south
by the Caribbean Sea. The topography of the island is mostly mountainous with
coastal plains, sandy beaches, and a tropical year-round climate (aprox. 80 F
/28 C).

     Puerto Rico shares a common defense, economic market and currency with the
United States. Puerto Rico's official language is Spanish, although English is
widely spoken. Puerto Ricans do not pay federal taxes, except for Social
Security taxes and income taxes by federal employees.

================================
B. Governmental Characteristics
================================

     Governmental influences on the region impact property values via political
and legal actions at all levels. The legal climate at a particular time or in a
particular place may overshadow the natural market forces of supply and demand.
Government provides many necessary facilities and services that affect land use
patterns, including public utilities, refuse collection, transportation
networks, zoning codes, and fiscal policies.

================================================================================

                                      -5-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

Government Structure - Section 936

     The Commonwealth of Puerto Rico relies on fiscal and monetary decisions
adopted by the U.S. Congress. Approximately 20 years ago, Congress adopted
Section 936 of the Internal Revenue Code. Puerto Rico has depended heavily on
this federal tax exemption as the primary incentive to attract stateside
manufacturers to the Island. Under this Section, U.S. companies meeting certain
requirements were able to obtain a 100 percent tax credit against U.S. federal
income taxes for earnings derived from a Puerto Rican operation. Due to local
tax incentives and restrictions, many of these 936 companies" deposit their
profits in local financial institutions. in fact, these deposits constituted 35
percent of private deposits and 29 percent of total bank deposits in 1990. These
deposits have provided a source of low-cost funding for economic development on
the Island. In addition, recent studies indicate that 936 companies directly and
indirectly account for over 300,000 jobs, or approximately 25 percent of the
labor force in Puerto Rico. The majority of the employment is generated within
the manufacturing sector, more specifically within the professional instruments,
electronic equipment, and pharmaceutical industries.

     In 1993, the U.S. Congress passed an amendment to Section 936 reducing the
income tax benefits of companies established within Puerto Rico. On August 2,
1996, Congress passed a bill eliminating Section 936 in 10 years. The bill
includes a 10-year phase-out period of the tax exemption as well as a provision
that no Section 936 exemptions will be granted to new subsidiaries of U.S. firms
on the Island. A provision of Section 936 known as the Qualified Possessions
Source Investment Income, which grants 100 percent federal tax exemption on
income earned by 936 companies on local investments and bank deposits, has also
been eliminated.

     A 40 percent federal tax credit can be applied to the net earnings derived
from a Puerto Rican operation during the 10-year phase-out period. However,
after the first two years of the phase-out period, and between January 1, 1998
and December 31, 2005, a corporation's possession business income, which is
income that is eligible for the federal tax credit, is subject to an income cap
that might have the effect of reducing the tax credit below the 40 percent
level. After January 1, 2006, the credit attributable to the possession of
business income is eliminated.

     It is difficult to determine what impact, and to what extent, the
elimination of Section 936 will have on the Puerto Rican economy. The current
local government administration is seeking alternatives to offset the potential
negative effect the elimination may have on the local economy. The government
administration plans to develop a permanent wage-credit incentive package under
federal law 30A. However, this program would ultimately have to be accepted by
the U.S. Congress and implemented in Puerto Rico.

     Although no specific details are available, the local Puerto Rican
government is working on a more aggressive Local Incentives Act, which is
planned to be presented to the Puerto Rican Legislature by next year. This new
Incentives Act, which is to cover the manufacturing, service, and export
sectors, is planned to bring existing incentives up to a level competitive with
global competition.

================================================================================

                                      -6-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

Services & Utilities

     Municipalities within Puerto Rico are responsible for providing a range of
services, including police and fire protection, emergency medical services,
street construction and maintenance, traffic signalization, planning and zoning,
economic development, and parks and recreation. A full range of utilities
including electricity, water & sewer, and telephone are provided.

================
C. Social Forces
================

     Real estate values can be influenced to a large degree by social issues
impacting the region, including population trends, income levels, the profile of
workers in the area, and other quality of life issues. The demographic
composition of the population reveals the potential, basic demand for real
estate services.

Population

     The population and its geographic distribution are basic determinants of
the need for real estate. Aggregate population growth is distributed among
regions in response to changing economic opportunities, while the demand for
real estate is created by a population's demand for the goods and services to be
produced or distributed within the region. Thus, population and demographic
trends can influence the demand for services provided by property, thereby
affecting property value.

     According to the Puerto Rico Planning Board, there are approximately 3.67
million people within Puerto Rio, with approximately one-third of the population
residing within the San Juan MSA. The following chart details the population of
the Island over the last four decades with estimates for 1995, 2000, and 2005.

================================================================================
                           Puerto Rico Population
================================================================================
Year                             Population               Compound Annual Change
================================================================================
1960                              2,349,544                           --
- --------------------------------------------------------------------------------
1970                              2,712,033                         1.45%
- --------------------------------------------------------------------------------
1980                              3,196,520                         1.66%       
- --------------------------------------------------------------------------------
1990                              3,522,037                         0.97%
- --------------------------------------------------------------------------------
1995                              3,671,373                         0.83%
- --------------------------------------------------------------------------------
2000                              3,792,023                         0.64%
- --------------------------------------------------------------------------------
2005                              3,892,916                         0.52%
================================================================================

     Between 1960 and 1990 the population within Puerto Rico increased by
1,172,493 to 3,522,037. Population in 1995 was estimated to be 3,671,373
reflecting an annual increase of 0.83 percent from 1990. The Planning Board
estimates that the population within Puerto Rico will continue to increase, at a
slightly lower rate, through the year 2005. The reduction in the growth rate is
reflective of a reduction in the birth rate, as well as a net emigration into
the United States.

================================================================================

                                      -7-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

Income

     Income levels, either on a per capita, per family, or per household basis,
indicate the economic level of residents within the region and form an important
component of economic analysis. Average income has a direct impact on the
ability of residents to satisfy material desires for goods and services,
directly affecting the demand and price levels of real estate. The following
table outlines per capita as well as average household income for Puerto Rico
for 1980 and 1990. Forecasts were not available. We have utilized the same
growth rate from indicated from 1980 to 1990 to determine income level estimates
for 1995 and forecasted 2000.

================================================================================
                    Income Statistics - Island of Puerto Rico
================================================================================
                     1980        1990     CAGR 1980-90    1995 est.    2000 est.
================================================================================
Avg. HH Income      $5,923      $9,988        5.36%       $12,968      $16,836
- --------------------------------------------------------------------------------
Per Capita          $2,126      $4,177        6.99%       $ 5,856      $ 8,209
================================================================================

     Average household within Puerto Rico Grew 5.36 percent per year between
1980 and 1990 while per capita income grew at a higher rate of 6.99 percent over
the same 10-year period. Utilizing the same growth rates, we have estimated 1995
average household income at $12,968 and forecasted 2000 at $16,836. On a per
capita basis, 1995 income is estimated at $5,856 and forecasted 2000 at $8,209.
It should be noted that growth rates of 5.36 percent and 6.99 percent are good
and are above levels of inflation.

==================
D. Economic Trends
==================

     Economic forces are significant to real property value. The fundamental
relationships between current and anticipated supply and demand and the economic
ability of the population to satisfy its wants, needs, and demands through
purchasing power are tantamount to such an analysis. Some of the specific market
characteristics considered in economic analysis include employment trends, the
economic base of the region, expansion and new development, and the overall
economic health of the region.

Overview

     Unlike other Caribbean Islands, Puerto Rico has a relatively diverse
economic base which centers around Manufacturing, Services as well as tourism.
As a key industry, tourism employs a large amount of people in the
non-manufacturing sector, particularly retail trade, food services and lodging.
Puerto Rico is located approximately 1,600 miles southeast of Miami, Florida.

================================================================================

                                      -8-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

Employment Distribution

     The following tables, based on statistics from the Labor Department, set
forth Puerto Rico's work force distribution since 1988. As can be seen, from
1988 to 1994, employment within Puerto Rico has increased from 824,715 to
902,594, an aggregate increase of 9.44 percent reflective of a compound annual
increase of 1.52 percent. Employment in the early 1990s diminished as a result
of the recession but has since been on the increase.

<TABLE>
<CAPTION>
                                                   EMPLOYMENT BY INDUSTRIAL SECTOR
====================================================================================================================================
Employment by Industrial Sector

Year   Agriculture  Manufacturing  Construction    Trade     FIRE      TCPU      Services   Government    Mining    Other   Total
====================================================================================================================================
<S>      <C>           <C>            <C>         <C>       <C>       <C>        <C>          <C>           <C>     <C>     <C>    
1988     17,854        165,974        42,415      147,651   37,386    52,671     189,363      167,231       830     3,340   824,715
1989     17,757        169,968        45,212      151,900   38,289    54,421     197,004      168,198       984     3,111   846,844
1990     19,470        168,089        44,769      158,309   38,406    55,708     203,262      169,255       978     3,113   861,359
1991     19,262        161,749        44,231      154,792   39.042    55.216     209,480      170,427       906     2,142   857,247
1992     18,356        162,522        47,850      159,761   39,422    55,105     219,039      165,007       928     1,736   869,725
1993     17,456        161,749        47,056      168,034   41,348    54,727     228,515      161,942       908     1,508   883.323
1994     16,190        162,375        46,270      176,078   42,532    55,150     234,081      167,345       981     1,592   902.594
====================================================================================================================================
                                                          
<CAPTION>
====================================================================================================================================
Employment by Industrial Sector - Percentage of Total Employment

Year   Agriculture  Manufacturing  Construction    Trade     FIRE      TCPU      Services   Government    Mining    Other   Total
====================================================================================================================================
<S>        <C>           <C>            <C>         <C>       <C>       <C>        <C>          <C>        <C>       <C>     <C>   
1988       2.2%          20.1%          5.1%        17.9%     4.5%      6.4%       23.0%        20.3%      0.1%      0.4%    100.0%
1989       2.1%          20.1%          5.3%        17.9%     4.5%      6.4%       23.3%        19.9%      0.1%      0.4%    100.0%
1990       2.3%          19.5%          5.2%        18.4%     4.5%      6.5%       23.6%        19.6%      0.1%      0.4%    100.0%
1991       2.2%          18.9%          5.2%        18.1%     4.6%      6.4%       24.4%        19.9%      0.1%      0.2%    100.0%
1992       2.1%          18.7%          5.5%        18.4%     4.5%      6.3%       25.2%        19.0%      0.1%      0.2%    100.0%
1993       2.0%          18.3%          5.3%        19.0%     4.7%      6.2%       25.9%        18.3%      0.1%      0.2%    100.0%
1994       1.8%          18.0%          5.1%        19.5%     4.7%      6.1%       25.9%        18.5%      0.1%      0.2%    100.0%
====================================================================================================================================
                                                                                                                   
<CAPTION>
====================================================================================================================================
Employment by Industrial Sector - Percentage Change from Previous Period

Year   Agriculture  Manufacturing  Construction    Trade     FIRE      TCPU      Services   Government    Mining    Other   Total
====================================================================================================================================
<S>        <C>            <C>           <C>          <C>      <C>       <C>         <C>          <C>      <C>        <C>       <C> 
1988        --            --            --           --       --        --          --           --        --        --        --
1989      -0.5%           2.4%          6.6%         2.9%     2.4%      3.3%        4.0%         0.6%     18.6%     -6.9%      2.7%
1990       9.6%          -1.1%         -1.0%         4.2%     0.3%      2.4%        3.2%         0.6%     -0.6%      0.1%     1.7%
1991      -1.1%          -3.8%         -1.2%        -2.2%     1.7%     -0.9%        3.1%         0.7%     -7.4%    -31.2%     -0.5%
1992      -4.7%           0.5%          8.2%         3.2%     1.0%     -0.2%        4.6%        -3.2%      2.4%    -19.0%      1.5%
1993      -4.9%          -0.5%         -1.7%         5.2%     4.9%     -0.7%        4.3%        -1.9%     -2.2%    -13.1%      1.6%
1994      -7.3%           0.4%         -1.7%         4.8%     2.9%      0.8%        2.4%         3.3%      8.0%      5.6%      2.2%
====================================================================================================================================
</TABLE>

================================================================================

                                      -9-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

     The largest sectors of employment in Puerto Rico include Services, Trade,
Government and Manufacturing. Services accounts for 25.9 percent of total
employment and Trade accounts for 19.5 percent. Government and Manufacturing
round out the top sectors of employment, accounting for approximately 18.5
percent and 18.0 percent of non-farm employment, respectively. Services and
Trade have been the fastest growing sectors. Also steadily growing has been the
FIRE sector.

     Overall, total employment has witnessed growth over recent years. According
to the Labor Department employment growth is expected to be between 2.0 and 3.0
percent annually. The charts display the overall diversification of the Puerto
Rican Economy.

     The unemployment rate for Calendar Year 1995 was 13.7 percent. The latest
unemployment figures for the Island of Puerto Rico, according to the Department
of Labor, estimate that unemployment for 1996 decreased to approximately 12.0
percent. When compared to the United States, these levels of unemployment are
high. For 1996, unemployment within the United States is by the Bureau of
Employment at 5.4 percent.

Inflation

     The table below illustrates the behavior of the Consumer Price Index for
all families in Puerto Rico during the past years, as published by the
Department of Labor and Human Resources.

================================================================================
                              Consumer Price Index
================================================================================
      Calendar Year                 Index                   Change (%)
================================================================================
          1984                      100.0                        -
- --------------------------------------------------------------------------------
          1985                      100.4                     +0.40%   
- --------------------------------------------------------------------------------
          1986                      100.2                     -0.20%   
- --------------------------------------------------------------------------------
          1987                      102.9                     +2.69%
- --------------------------------------------------------------------------------
          1988                      105.9                     +2.92%
- --------------------------------------------------------------------------------
          1989                      109.8                     +3.68%
- --------------------------------------------------------------------------------
          1990                      116.1                     +5.74%
- --------------------------------------------------------------------------------
          1991                      119.8                     +3.19%
- --------------------------------------------------------------------------------
          1992                      123.3                     +2.92%
- --------------------------------------------------------------------------------
          1993                      126.7                     +2.76%
- --------------------------------------------------------------------------------
          1994                      131.2                     +3.55%
- --------------------------------------------------------------------------------
          1995                      137.0                     +4.42%
               Average (Compounded)                            2.90%
================================================================================

     From the previous tabulation, it can be seen there was a sharp increase
from 1989 to 1990, which is attributable to the aftermath of Hurricane Hugo,
which hit Puerto Rico in late 1989. With that exception, the average yearly
increase in the index has been between 2.5 percent and 3.0 percent, except for
1994 and 1995 when there has been a sharp increase.

================================================================================

                                      -10-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

     Another indicator of an area's economic health is its gross national
product. The following table illustrates the gross product of the Island in
constant dollars, as reported by the Planning Board.

  Gross Product In Constant Dollars

         =========================================================
         Year       In Millions         % Change     % Change (US)
         =========================================================
         1990        $4,929.8             --             --
         ---------------------------------------------------------
         1991        $4,972.8            0.9%          -0.7%
         ---------------------------------------------------------
         1992        $5,011.5            0.8%           0.3%
         ---------------------------------------------------------
         1993        $5,162.8            3.0%           3.1%
         ---------------------------------------------------------
         1994        55,287.0            2.4%           3.4%
         ---------------------------------------------------------
         1995        $5,465.0            3.4%           3.8%
         =========================================================
  
     The table illustrates that between 1994 and 1995, Puerto Rico's economy
witnessed its largest growth since 1990. The most recent growth in the Gross
Product at constant prices was a healthy 3.4 percent. Several factors were
influential in achieving this increase. A 3.8 percent growth in the economic
system of the United States during fiscal year 1994-95 greatly stimulated local
exports towards that market. It must be pointed out that local growth has been
losing vitality in the last two decades, during which the average growth rate
was barely 2.4 percent.

     For the 1995-96 fiscal year, the Wharton Model reported a reduction in the
Gross Product of the United States to 2.5 percent. For 1997-98, the Wharton
Model forecasts a further decline to 2.3 percent. Considering the Island's
dependence in the United States market for most of its export and growth, a
similar reduction within Puerto Rico is expected. No more recent information on
the Island's Gross Product has been reported by the Planning Board.

     A positive aspect presented by the above data is that Puerto Rico's
economy, because of its association to that of the United States, is less
volatile than other economies in Latin America and the Caribbean.

Tourism

     The growing popularity of the Island as a vacation destination has greatly
increased the tourism sector. Growth in tourism has been steady over the last
ten years. Within the Caribbean, the volume of visitors has increased at an
annual compound rate of 7.4 percent over the last five years. Puerto Rico, the
Bahamas, Dominican Republic, and Jamaica have been the most popular
destinations. If this progress is sustained for the next ten years, it is
estimated that the number of visitors to the Caribbean could reach 38 million
per year and their expenditures surpass $24.0 billion.

     Recently, legislation was passed regarding tourism known as the Puerto Rico
Tourism Development Act, Law 78. The objective of this law is to foster the
economic growth of the Island by promoting tourism development by providing tax
credits to potential investors in tourism projects. The Puerto Rican government
has projected that tourism's contribution to the GDP will increase from 5
percent to 10 percent in a period of ten years.

================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

Retail Expenditures

     Another measure of the economic health of a region is retail sales
patterns. Consumers drive the economy by creating demand for goods and services
and, in turn, generate the need for housing, office space, retail centers, and
warehouse/distribution facilities. It is estimated that consumer spending
accounts for two-thirds of all economic activity in the United States today. As
such, retail sales patterns have become an important indicator of the economic
health of a region.

     According to the Puerto Rico Planning Board, total retail expenditures
(food, alcoholic beverages, and tobacco products, clothing and accessories,
personal care, recreation and miscellaneous purchases) for the period of
1991-1995, as a percentage of total personal consumption expenditures were as
follows:

             =========================================================
                              Retail Expenditures
             =========================================================
                   Year                  Retail/Total Expenditures
             =========================================================
                   1991                          45.44%
             ---------------------------------------------------------
                   1992                          44.49%
             ---------------------------------------------------------
                   1993                          43.36%
             ---------------------------------------------------------
                   1994                          42.87%
             ---------------------------------------------------------
                   1995                          42.00%
             =========================================================

     Over recent years, retail expenditures have ranged from 42.0 percent to
45.4 percent of total expenditures. The following chart illustrates the increase
in total retail sales within Puerto Rico between 1988 and 1995.

         ============================================================
                           Retail Sales In Puerto Rico
         ============================================================
                          Sales                                CAGR    
         Year          (In Millions)         Change          1988-95
         ============================================================
         1988             $8,257
         ------------------------------------------------------------
         1989             $9,058              9.7%
         ------------------------------------------------------------
         1990             $9,448              4.3%
         ------------------------------------------------------------
         1991             $9,486              0.4%
         ------------------------------------------------------------
         1992             $9,960              5.0%
         ------------------------------------------------------------
         1993             $10,667             7.1 %
         ------------------------------------------------------------
         1994             $11,267             5.6%
         ------------------------------------------------------------
         1995             $11,356             0.8%           + 4.7%
         ============================================================
         Source: Puerto Rico Department of Commerce
         ============================================================

     Overall retail sales growth has been good within Puerto Rico increasing an
average of 4.7 percent per year between 1988 and 1995.

================================================================================


                                      -12-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Area Analysis - The Island of Puerto Rico
================================================================================

========================
E. Critical Observations
========================

     The following bullet points summarize some of our general observations
relating to the subject's region:

     o    The region's economy is relatively diverse which provides a buffer
          during either recession or a period of structural changes in the
          workforce. However, the overall impact of the elimination of Section
          936 is yet to be realized within the Manufacturing Sector.

     o    Employment within Puerto Rico grew an average of 1.52 percent per year
          between 1988 an 1994. The largest sectors of employment include
          Services (25.9%), Trade (19.5%), Government (18.5%), and Manufacturing
          (18.0%). The fastest growing sectors have been Services and Trade.

     o    Population within Puerto Rico has increased each decade since 1960.
          The estimated 1995 population is approximately 3.67 million and is
          expected to grow 0.64 percent annually to 3.79 by 2000.

     o    Tourism within the Caribbean could reach 38 million people per year
          within 10 years with their expenses surpassing $24.0 billion.

Conclusion

     The short- and long-term outlook for the Island of Puerto Rico region is
for stability, with moderate-good growth in employment and population. The
economy is relatively well diversified. On balance, we are relatively optimistic
about the short-term outlook of the subject region. Long-term, the region should
see stability and moderate growth.

================================================================================

                                      -13-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                 REGION ANALYSIS - MUNICIPALITY OF SAN JUAN
================================================================================

     The subject is located within the municipality of San Juan which is
situated along the northern coastal plain on the Island of Puerto Rico and
covers an area of approximately 47 square miles. San Juan is bordered on the
north by the ocean, on the east by the municipalities of Carolina and Trujillo
Alto, on the west by the municipality of Guaynabo, and on the south by the
municipalities of Aguas Buenas and Caguas.

     The municipality of San Juan is within the San Juan Metropolitan Area which
is also comprised of the municipalities of Bayamon, Carolina, Catano, Guaynabo,
and Trujillo Alto. The San Juan MSA occupies an area of approximately 147 square
miles and is the center of Puerto Rico's economic activity. Each municipality is
politically independent of the other, having their own municipal government,
mayor, and tax system.

     The subject within the Rio Piedras Sector of San Juan. Before 1950, Rio
Piedras was a separate municipality from San Juan. Rio Piedras became part of
the municipality of San Juan between 1950 and 1960. There are eighteen wards
within the municipality of San Juan. The majority of the wards are within Rio
Piedras with the exception of the northern wards of San Juan.

Transportation

     The San Juan MSA is the center of regional transportation networks. The MSA
is linked to the rest of the Island by an extensive road network. The central
portion of the MSA contains a majority of the area's transportation links:
Baldorioty de Castro Avenue (loiza Expressway), the 65th Infantry Highway (State
Road 3), De Diego Expressway (State Road 22), Las Americas Expressway (State
Road 18), and the Luis A Ferre Expressway (State Road 52). These
Highways/Expressways are summarized below:

     Baldorioty de Castro Avenue serves the northern portion of San Juan and
     leads east providing access to the municipality of Carolina which then
     connects to the 65th Infantry Highway.

     65th Infantry Highway is a signaled arterial which tends to be congested.
     The thoroughfare leads from the Rio Peidras Sector towards Carolina and
     continues east. This arterial links the San Juan MSA with the northeastern
     portion of the Island.

     De Diego Expressway runs west from the municipality of San Juan providing
     access to the municipality of Bayamon and other points to the west. This
     expressway links San Juan with the northwestern portion of the Island.

     Las Americas Expressway serves the municipality of San Juan providing
     north/south access. As it runs south, it converts to the Luis A Ferre
     Expressway.

     Luis A Ferre Expressway (State Road 52) leads south from the Rio Piedras
     Sector of San Juan towards the municipality of Caguas, and continues south.
     This expressway links the San Juan MSA with the southern region of the
     Island.

================================================================================

                                      -14-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                 Region Analysis - Municipality Of San Juan
================================================================================

Population

     The population within each municipality within the San Juan MSA is
considered to be urban. The following chart details the urban population as a
percentage of the total within each municipality. 

                   ==========================================
                   Urban Population, as % of Total Population
                   ==========================================
                             San Juan           99.6%
                   ------------------------------------------
                             Bayamon            97.5%
                   ------------------------------------------
                             Carolina           97.0%
                   ------------------------------------------
                             Catano            100.0%
                   ------------------------------------------
                             Guaynabo           97.4%
                   ------------------------------------------
                             Trujillo Alto      95.2%
                   ==========================================

     The most recent available data for population within the San Juan MSA is
for 1992 based upon the 1990 census. The following chart details the population
of each municipality which makes up the San Juan MSA, as estimated by the
Planning Board.

================================================================================
                          Total Population San Juan MSA
================================================================================
Municipality              1990           1991           1992    % of Total ('92)
================================================================================
San Juan                438,461        444,882        444,882       42.7%
- --------------------------------------------------------------------------------
Bayamon                 220,662        223,823        223,823       21.5%
- --------------------------------------------------------------------------------
Carolina                178,097        180,681        180,681       17.3%
- --------------------------------------------------------------------------------
Catano                   34,644         35,146         35,146        3.4%
- --------------------------------------------------------------------------------
Guaynabo                 93,038         94,388         94,388        9.1%
- --------------------------------------------------------------------------------
Trujillo Alto            61,220         62,108         62,108        6.0%
================================================================================
Total MSA             1,026,122      1,040,978      1,040,978      100.0%
================================================================================

     As the chart details San Juan is the largest municipality within the San
Juan MSA accounting for over 42 percent of the total population. .As of 1992,
population within the San Juan MSA was estimated at 1,040,978, a 1.4 percent
increase from 1990.

     Among the 78 municipalities comprising the Island, San Juan has the highest
ratio of population per square mile, according to the 1990 Census. Catano has
the second highest ratio. Bayamon ranks third, Carolina ranks fifth, and
Guaynabo ranks sixth. Trujillo Alto ranks seventh.

     In addition to the 1990 census and 1992 estimate the Planning Board has
made population projections for the year 2000. According to the board,
population within the San Juan MSA is expected to increase to 1,262,086, a
projected annual increase of 2.44 percent from 1992. Population within the San
Juan municipality is expected to show an annual decline of approximately 0.37
percent 432,038. This is reflective of the urban nature of the area and families
moving to some of the less crowded areas. Nonetheless, it is noted that the
population within the MSA as a whole is expected to continue to increase.

================================================================================

                                      -15-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                 Region Analysis - Municipality Of San Juan
================================================================================

     According to 1990 Census Data, the SJMA region has the following median
ages and household/family distribution.

                ===============================================
                                 Median     Persons/   Persons/
                Municipality       Age     Household   Family
                ===============================================
                San Juan          32.1       2.85       3.38
                -----------------------------------------------
                Bayamon           29.6       3.29       3.58
                -----------------------------------------------
                Carolina          29.7       3.23       3.58
                -----------------------------------------------
                Catano            27.2       3.40       3.75
                -----------------------------------------------
                Guaynabo          30.5       3.20       3.54
                -----------------------------------------------
                Trujillo Alto     28.1       3.39       3.65
                -----------------------------------------------
                Averages          29.5       3.20       3.60
                ===============================================

     The San Juan municipality has the oldest median age and the least persons
per household and family.

Work Force Characteristics

     The following tables illustrate industrial composition by employment sector
both by totals and percentages, for the San Juan MSA for 1994 which is the most
recent available.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Employment by industrial Sector
Municipality    Agriculture Manufacturing Construction  Trade      FIRE     TCPU   Services  Government    Mining  Other    Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>           <C>      <C>         <C>      <C>      <C>        <C>           <C>  <C>     <C>    
San Juan            646          9,103       16,723    58,305     25,571   21,554    83,696     69,509        12    530   285,649
Bayamon             111          6,099        2,057    14,761      1,436    2.395    16,322      6,794         0     80    50,055
Carolina             86          6,012        1,943    13,152      1,406    6,446     8,536      4,668        54    122    42,425
Catano                2          2,345          282     3,529        114    1,042     1,800        965         0      8    10,087
Guaynabo            120          4,808        5,174     8,377      1,612    3,403     5,010      4,024        72     41    32,641
Trujillo Alto        49            675          992     1,587        446      193     1,970        905        45     17     6.879
                ------------------------------------------------------------------------------------------------------------------
Total             1,014         29,042       27,171    99,711     30,585   35,033   117,334     86,865       183    798   427,736
Island Total     16,190        162,375       46,270   176,078     42,532   55,150   234,081    167,345       981  1,592   902,594
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Employment by Industrial Sector - Percentage of Total
Municipality    Agriculture Manufacturing Construction  Trade      FIRE     TCPU   Services  Government   Mining   Other   Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>          <C>       <C>        <C>       <C>       <C>       <C>         <C>     <C>    <C>    
San Juan         0.22%         03.18%       5.85%     20.41%     8.95%     7.54%     29.30%    24.33%      .004%   0.18%  100.00%
Bayamon          0.22%         12.18%       4.11%     29.49%     2.87%     4.78%     32.61%    13.57%      0.00%   0.16%  100.00%
Carolina         0.20%         14.17%       4.58%     31.00%     3.31%    15.19%     20.12%    11.00%      0.13%   0.29%  100.00%
Catano           0.02%         23.24%       2.79%     34.98%     1.30%    10.33%     17.84%     9.56%         0%   0.08%  100.00%
Guaynabo         0.37%         14.72%      15.85%     25.66%     4.94%    10.42%     15.35%    12.33%      0.22%   0.12%  100.00%
Trujillo Alto    0.71%         09.81%      14.42%     23.07%     6.48%     2.80%     28.63%    13.15%      0.65%   0.25%  100.00%
                ------------------------------------------------------------------------------------------------------------------
Total            0.24%          6.79%       6.35%     23.31%     7.15%     8.19%     27.43%    20.31%       .04%    .19%  100 00%
Island Total     1.79%         17.99%       5.13%     19.51%     4.71%     6.11%     25.93%    18.54%      0.11%   0.18%  100.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================

                                      -16-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                  Region Analysis - Municipality Of San Juan
================================================================================

     As the chart details, employment within the municipality of San Juan, as
well as the San Juan MSA is led by Services, Government, and Trade. Total
employment within the San Juan municipality, accounts for approximately 66.8
percent of employment within the MSA. The San Juan MSA accounts for
approximately 47.4 percent of total employment for Puerto Rico.

Income

     According to a study prepared by "Estudios Tecnicos" dated March 1994,
approximately 23.5 percent of households within the San Juan MSA have incomes
above $25,000 per year. This is considerably higher than the Island average of
14.5%.

Urban Growth

     Historically, the financial and commercial centers of Puerto Rico have been
situated in the northern sector of the municipality of San Juan. The topography
of the MSA is level within the coastal plains area of San Juan, while the
southern portions of the MSA begin a transition into the central mountain
region, which has in the past limited urban expansion. However, as the
municipality of San Juan has become more congested, considerable growth has
begun towards the southern areas of the MSA.

     Recent trends have witnessed a scattered expansion of office and commercial
developments towards the outskirts of the municipality of San Juan and around
the accessible areas of Rio Piedras and Guaynabo. The most significant urban
developments have occurred along the Louis a Ferre Expressway (in Rio Piedras),
the Martinez Nadal Expressway (in Guaynabo), and the 65th Infantry Avenue (in
Carolina).

     The construction of the Martinez Nadal Expressway has resulted in new
middle income residential developments within areas of Guaynabo previously which
have historically been vacant land. In addition, there is a proposed 230,000
square foot regional shopping center anchored by Kmart to be constructed along
the expressway. This recent trend of urban expansion towards the southern
portion of the Island (inland) is expected to continue in the future as the
final sections of the Martinez Nadal Expressway are completed.

================================================================================

                                      -17-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                      NEIGHBORHOOD ANALYSIS
================================================================================

     The subject is located off the Montehiedra Avenue exit from the Luis A.
Ferre Expressway (State Road 52). State Road 52 is one of the main arteries of
the Island which originates in San Juan, and runs south providing access across
Puerto Rico. The neighborhood topography is mountainous making development
difficult. Vacant land surrounding the expressway have become the areas of
development within the subject neighborhood.

     The subject is within an area currently witnessing construction growth led
by the Montehiedra Planned Community. Existing developments within the
Montehiedra Planned Community consist of the subject Montehiedra Town Center
located west of the expressway and the existing Montehiedra Residential
Subdivision east of the expressway. The Montehiedra Subdivision is a 300 unit
single family development which was completed in 1993 with homes ranging in
price from $350,000 to $500,000.

     At present, a second 300 unit development, Los Arboles de Montehiedra
Subdivision, is proposed adjacent to the subject property. The first phase of
the project, currently under construction, consists of 86 single family units
ranging from $250,000 to $375,000. Phase II will consist of 34 units.
Construction has also commenced on Los Jardines de Montehiedra which will be
located to the south of the Builders Square store at the subject. The project is
a proposed residential walk-up development consisting of 156 units.

     Once completed, the Montehiedra Planned Community is proposed to comprise
approximately 1,300 residential units, a school, two parks, and preserve areas,
in addition to the subject regional shopping center.

     The largest existing development within the immediate area is Los Paseos
Residential Development. This development consists of 10 separate subdivisions,
comprising approximately 1,000 units with prices ranging from $200,000 to
$750,000. The first phase was constructed in 1988, and the eleventh subdivision
consisting of 10 units is currently under construction. Las Vistas Shopping
Village totals 70,000 square feet and was opened in 1992 at the entrance to Los
Paseos. In 1995, Galeria Paseos which totals 172,000 square feet was opened
adjacent to the Las Vistas Shopping Village. Los Paseos Residential Development
is located approximately one and a half miles north of the subject.

Summary

     The subject benefits from its location off State Road 52 within Rio
Peidras. Its proximity to surrounding existing and proposed residential
development, as well as the expressway system increases its accessibility from
all parts of the region. The neighborhood has good access and regional drawing
power by virtue of the roadway network serving it. The anticipated trend for the
subject neighborhood is for continued population growth as the new residential
developments are completed and into the foreseeable future.

================================================================================

                                      -18-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      RETAIL MARKET AND TRADE AREA ANALYSIS
================================================================================

Trade Area Overview

     A retail property's trade area contains people who are likely to patronize
that particular center. These customers are drawn by a given class of goods and
services and convenience. A center's fundamental drawing power comes from the
strength of the anchor tenants as well as the regional and local tenants which
complement and support the anchors. A successful combination of these elements
creates a destination for customers seeking a variety of goods and services
while enjoying the comfort and convenience of an integrated shopping
environment.

     The subject can be described as a regional shopping center.

     A regional center(1) provides for general merchandise, apparel, furniture,
     and home furnishings in depth and variety as well as a range of services
     and recreational facilities. It is built around one or two full-line
     department stores of generally not less than 100,000 square feet each. In
     theory, the typical size of a regional center is about 450,000 square feet
     of gross leasable area. In practice, the size ranges from about 300,000 to
     more than 1,000,000 square feet

     In order to define and analyze the market potential for the subject center,
it is important to first establish the boundaries of the trade area from which
the subject will draw its customers. In some cases, defining the trade area may
be complicated by the existence of other retail facilities on main thoroughfares
within trade areas that are not clearly defined or whose trade areas overlap
with that of the subject. In other cases, physical or geographic constraints may
clearly set a specific trade area apart. We believe that the subject's trade
area partially overlaps with other retail facilities found throughout certain
defined or established nodes of retail development within the San Juan MSA.

     In the instance of the subject, we note that its overall capture rate of
area retail expenditure potential is mostly influenced by both a large super
regional mall, Plaza Las Americas, and two regional shopping centers, El
Senorial Plaza and San Patricio Plaza, each proximate to the subject property.
Montehiedra Town Center is located within a portion of San Juan known as Rio
Peidras. Historically, this area has been vacant land due to the mountainous
terrain. However, within recent years several developments, including the
subject have been constructed along State Route 52. There are currently no
retail properties which present direct competition within approximately 10 miles
of the subject. There are numerous other retail centers that are found
throughout the San Juan MSA that impact the subject to a lesser degree. However,
for formulating the subject's potential trade area, the aforementioned
competition has a more direct influence and combine to provide a better
definition of the trade area.

- ----------
(1) Urban Land Institute Dollars and Cents of Shopping Centers - 1995.

================================================================================

                                      -19-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

     As suggested, there are also various nodes of retail concentration
throughout the MSA which compete to some degree with the subject. These consist
primarily of strip shopping centers as well certain free-standing discount
department stores, supermarkets, warehouse clubs and specialty stores in the
market. In our opinion, cross-shopping does occur, as these stores act more as a
draw to the area, creating an image for the San Juan area as a prime destination
shopping location within Puerto Rico and generating more retail traffic than
would exist in their absence. Nonetheless, we do recognize and mention these
centers to the extent that they provide a complete understanding of the area's
retail structure.

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The source of economic and demographic data for
the trade are analysis has been obtained from the Census and Planning Board,
based on the most recent 1990 census and projections for 1997.

Scope of Trade Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a center's sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mall reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     In areas that are benefited by an excellent interstate highway system or
are noted as prime tourist destination centers, the percentage of sales
generated by inflow patrons can often run upwards to 30 percent or higher.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subject's position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores found at the subject's mall is presented in order to view the
property's overall market position.

================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

Retail Structure

     In order to examine the subject property in its proper context, an
examination of the subject's most direct competition is necessary. Competition
comes from a variety of sources, including existing regional malls,
free-standing department stores, category killers, off-price retailers and large
strip centers. Consideration is also given to the potential for new competition
via proposed centers. Montehiedra Town Center was built by the Kmart Corporation
in 1993 and 1994 within a growth area of San Juan. The primary competitive malls
with Montehiedra Town Center are presented on the following table. A more
detailed profile of each center follows:

<TABLE>
<CAPTION>
==========================================================================================================
                                              Regional Competition
==========================================================================================================
                              Year         Total GLA                       Competition        Distance
Property                      Built          (SF)           Anchors          Status          from Subject
==========================================================================================================
<S>                         <C>            <C>        <C>                  <C>                 <C>             
Montehiedra Town Center     1993/94          525,452         Kmart            N/A              (Subject)
State Road 52                                           Builders Square
                                                           Marshalls

<CAPTION>
==========================================================================================================
                                Competitive Properties Within San Juan
==========================================================================================================
<S>                         <C>            <C>        <C>                  <C>                 <C>             
Plaza Las Americas             1968/       1,416,485        Home Shop        Primary           10+/- miles
Las Americas Expressway        1994                         JCPenney
                                                             Sears
                                                           Woolworth
                                                           .. en Plaza
- ----------------------------------------------------------------------------------------------------------
El Senorial Plaza              1978          207,012         Kmart          Secondary          3+/- miles
State Road 177                                         Pueblo Supermarket
                                                       El Amal Pharmacy
- ----------------------------------------------------------------------------------------------------------
Galeria Paseos                 1995          172,000   Amigo Supermarket    Secondary          3+/- miles
State Road 199                                          Sears Homelife
- ----------------------------------------------------------------------------------------------------------
Las Vistas Shopping Center    19922           72,000          None          Secondary          2+/- miles
State Road 199 

<CAPTION>
==========================================================================================================
                              Competitive Properties Within Guaynabo
==========================================================================================================
<S>                         <C>            <C>        <C>                  <C>                 <C>             
San Patricio Plaza            1965/          630,000         Kmart           Primary           10+/- miles
Ortegon Street                1995                     Pueblo Supermarket
                                                          Walgreens
- ----------------------------------------------------------------------------------------------------------
Plaza Caparra                 1964           164,752   Amigo Supermarket    Secondary          12+/- miles
Roosevelt Avenue                                           Marshalls
                                                       Farmicias El Amal
- ----------------------------------------------------------------------------------------------------------
Plaza Santa Maria             1965/          102,752     Western Auto       Secondary          10+/- miles
State Road 177                1994                        Walgreens
                                                           Pitusa
                                                           Pueblo

<CAPTION>
==========================================================================================================
                              Competitive Properties Within Caguas
==========================================================================================================
<S>                         <C>            <C>        <C>                  <C>                 <C>             
Plaza Centro I & II           1995           592,288      Sam's Food        Secondary          15+/- miles
State Road 30                                             Office Max
                                                        Builders Square
                                                           Pep Boys
==========================================================================================================
</TABLE>

================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

=======================
Analysis of Competition
=======================

San Juan Area

     Plaza Las Americas is the Caribbean's largest retail facility. This super
regional mall totals approximately 1.4 million square feet and is anchored by
Home Shop, JCPenney, Sears, Woolworth, and ...en Plaza. There are approximately
180+ in-line mall shops, a food court, and theatre complex. Mall shop sales for
1996 are estimated at $575+/- per square foot (excluding anchors). The mall was
constructed in 1968 with an expansion and renovation completed in 1994. A new
expansion is currently under construction and scheduled to be completed in
mid-1998. Included within this expansion is an office component. The mall is
located approximately 10 miles north of the subject and has excellent access and
exposure via Las Americas Expressway. Plaza Las Americas offers direct
competition to the subject. Due to the difference in anchors, this property does
not impact Kmart, Builders Square, and Marshalls at Montehiedra Town Center as
much as the in-line mall shops.

     Located approximately 3+/- miles north of the subject, El Senorial Plaza
totals 207,012 square feet and was constructed in 1978 and is currently under
renovation. The community shopping center is anchored by Kmart, Pueblo
Supermarket, and El Amal Pharmacy. In-line rents at this center reportedly range
from $14.00 to $24.00 per square foot. This is situated along State Road 177
east of the Luis A. Ferre Expressway. Although this provides the property good
access, the site has average to poor exposure from the expressway. Due its
proximity and the presence of Kmart, El Senorial Plaza competes with the
subject. However, due to the subject's superior exposure and quality, El
Senorial Plaza is viewed as secondary competition, mostly drawing only
neighborhood traffic and patronage.

     Galeria Paseos is a new 172,000 square foot community center which opened
in 1995. The property is located approximately 2+/- miles north of the subject
south of El Senorial Plaza. Anchored by Sears Homelife and Amigo Supermarket,
the improvements opened in November 1995 at 75% occupancy and appear to be
nearly completely leased-up. The center is two levels with approximately 40+/-
in-line shops with rents that average between $20.00 to $24.00 per square foot.
In-line tenants within the center are mostly regional and local stores which do
not compete directly with the subject.

     Las Vistas Shopping Center is a two level open-air community center which
has good access and frontage along State Road 199. It is located at the entrance
to Los Paseos Residential Development in Rio Piedras approximately 2+/- miles
north of the subject. The center is comprised of small specialty retail tenants
with no anchor. In-line rents reportedly average $20.00 per square foot.
Although it is a smaller, unanchored development, the in-line shops do offer
limited competition to the subject property.

================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

Guaynabo Area

     San Patricio Plaza is located within Guaynabo along Ortegon Street
approximately 10+/- miles west of the subject. The regional mall totals
630,000+/- square feet and is anchored by Kmart, Pueblo Supermarket, and
Walgreens. It was originally constructed in 1965 with renovations and a
200,000+/- square foot expansion occurring in 1995. In-line rents within the
center reportedly range from $20.00 to $30.00 per square foot. With the new
renovations and the anchor tenancy including Kmart, San Patricio Plaza offers
direct competition to the subject and acts as a trade area barrier to the west.

     Approximately 2 miles north of San Patricio Plaza is Plaza Caparra. This
strip community shopping center was constructed in 1980 and remodeled in 1994.
Anchors at the center include Marshall's, Amigo Supermarket, and Farmacias El
Amal. There are approximately 75,000+/- square feet of in-line space. The
property has good access and exposure from F.D. Roosevelt Avenue and Parkside
Street. The subject is overall superior in terms of quality, anchor tenancy, and
location. Due to the location of Marshall's Plaza Caparra offers secondary
competition to Montehiedra Town Center.

     Plaza Santa Maria is a small strip center with good frontage and exposure
from State Road 177 within Guaynabo just west of Rio Piedras. The center is
anchored by Walgreens, Pueblo, Pitusa, and Western Auto. It was constructed in
1965 and was just recently renovated. In-line strip spaces lease for between
$14.00 and $23.00 per square foot averaging approximately $19.00. Due to the
lack of a large anchor, Plaza Santa Maria is considered as secondary competition
to the subject.

Caguas Area

     Plaza Centro I and 11 is a two phase project constructed in 1987 and 1995.
The total project totals 582,288+/-. Phase I totals 311,922+/- and is anchored
by Kmart, Pueblo, Walgreens, and Regency Theatres. Phase II totals 280,366+
square feet and is anchored by Sam's Food, Office Max, Builders Square, and Pep
Boys. This power center development offers secondary competition to the subject
due to the presence of several discount big-box retailers. The subject is viewed
as an overall superior property due to the good quality in-line, enclosed mall
shop space which Plaza Centro lacks

Other Competition

     There are several other community centers throughout the San Juan MSA which
because of their location or merchandising, are not considered competitive to
Montehiedra Town Center. Provided below is a list of these centers.

================================================================================
  Property                     Location          GLA                  Type
================================================================================
Plaza San Francisco         San Juan           111,000+/- SF         Community
- --------------------------------------------------------------------------------
Plaza Del Carmen Mall       Caguas             174,289+/- SF         Community
- --------------------------------------------------------------------------------
Plaza Villa Blanca          Caguas             137,129+/- SF         Community
- --------------------------------------------------------------------------------
Trujillo Plaza              Trujillo Alto      187,616+/- SF         Community
================================================================================

================================================================================

                                      -23-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

     Although Plaza Villa Blanca does include Marshall's as one of its anchors,
it is located within the town core of Caguas, approximately 20+/- miles south of
the subject. With the exception to the competitive properties previously
mentioned, the next closest Kmart is located within Trujillo Plaza. However, the
store is inferior in condition and size to the subject and is located too far
from the subject to be considered competitive.

Future Competition

     Plaza Guaynabo is proposed 230,000+/- square foot strip center planned to
be constructed along the Martinez Nadal Expressway. The center is expected to
begin construction during 1997 and will be anchored by a free-standing Kmart and
an in-line supermarket. The in-line space is scheduled to total approximately
85,000+/- square feet and will include local and regional tenants. The Martinez
Nadal Expressway. This center is expected to draw mainly from the Guaynabo
community and should not greatly impact the subject.

     Caguas Centrum is a regional shopping center within a multi-phased
development located south of the subject off of State Road 52. The project has
been proposed since 1991 and is finally under construction. It is located
approximately 10+/- miles south of the subject. Phase I will include an enclosed
shopping center reportedly totaling 550,000+/- square feet and anchored by Kmart
and a second unannounced anchor. Phase II includes the development of a
supermarket on an outparcel as well as the construction of two industrial
tracts. Phase 111 comprises the development of two commercial lots, one office,
and one proposed theatre. The center will have good access and exposure from
State Road 52, and assuming a good quality second anchor is added Caguas Centrum
will be a primary competitor of the subject.

Montehiedra Town Center/Anchor Alignment

     The subject is anchored by Marshall's, owned by TJX Companies, and Kmart
and Builders Square, owned by the Kmart Corporation. The following is a profile
of each company.

     Kmart Corporation is one of the world's largest mass merchandise retailers.
     The dominant portion of Kmart's business consists of its domestic general
     merchandise group which operates a chain of 2,161 Kmart discount stores
     with locations in each of the 50 United States, Puerto Rico, the U.S.
     Virgin Islands and Guam, including 87 Super Kmart Centers, all in the
     United States, as of January 31, 1996. Internationally, the general
     merchandise group has operations in Canada and joint ventures in Mexico and
     Singapore. Kmart's remaining specialty retail operation consists of
     Builders Square, Inc. which operates 167 home improvement stores. Kmart
     also holds a 49.0 percent equity interest in substantially all of the
     Meldisco subsidiaries of Melville Corporation, which operate the footwear
     departments in domestic Kmart stores. In addition, Kmart holds an equity
     interest of approximately 18 percent in Thrifty PayLess Holdings, Inc.
     ("TPH"), an entity which resulted primarily from the combination of Kmart's
     former subsidiary PayLess Drug Stores Northwest, Inc. with Thrifty Drug
     Stores after PayLess was sold to TPH. Discontinued operations also include
     PACE Membership Warehouse, Inc., substantially all of which assets were
     sold in January 1994.

================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

     A number of noteworthy developments occurred in 1995 including the
     following:

     o    The company successfully concluded-the disposition of many non-core
          assets. The company has completed the sale of all of its investments
          in the Borders Group, OfficeMax, The Sports Authority, and Cole Myer.
          More recently, it also divested 860 automotive service centers in the
          U.S. to Penske Auto Center, Inc. and entered into a definitive
          agreement to sell 13 stores in the Czech and Slovak Republics to Tesco
          PLC.

     o    The company closed 214 underperforming stores in the U.S. during the
          year. Fiscal 1996 store closings are not expected to exceed 50.

     o    The company cleared out approximately $700 million (at retail value)
          in aged and discontinued inventory which was the major factor in its
          operational loss for the year. While the cost of removing this
          merchandise drove down gross margins in 1995, the end result suggests
          a better merchandise mix and more discipline throughout the buying
          process.

     o    In 1995, the company developed a high frequency prototype that
          provides an improved store layout. The prototype features better
          lighting and fixturing, improved signage, and a focused selection of
          consumables such as paper products, soaps, snacks, and sodas, as well
          as frequently purchased apparel and other merchandise. Kmart expects
          to roll this concept out to approximately 150 additional stores in
          1996.

     o    Kmart has been unsuccessful in its attempts to sell its Builders
          Square division. Efforts to continue its divestiture will continue
          during 1996.

     Kmart is taking many steps to try to stem the erosion in its marketshare
     caused by other discounters, such as Wal-Mart, Target and Caldor.
     Underperforming stores are being closed, corporate overhead cut, and
     non-strategic assets reduced. The company has implemented new inventory
     systems and is upgrading its distribution system.

     The table on the following page highlights store activity during 1995:

================================================================================

                                      -25-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

<TABLE>
<CAPTION>
=====================================================================================
                                 Kmart Store Inventory
=====================================================================================
                                                                 1995 Activity
                                                            -------------------------
                                            End     End
                                           1993     1994    Opened    Closed    End
=====================================================================================
<S>                                        <C>      <C>     <C>        <C>      <C>  
Kmart
     United States                         2,323    2,316       59     (214)    2,161
     Canada                                  127      128        2       (3)      127
- -------------------------------------------------------------------------------------
Czech and Slovak Republics                    13       13       --       --        13
- -------------------------------------------------------------------------------------
Mexico                                        --        2        2       --         4
- -------------------------------------------------------------------------------------
Singapore                                     --        2        1       --         3
- -------------------------------------------------------------------------------------
Other                                         23       20       --      (18)        2
- -------------------------------------------------------------------------------------
     Total General Merchandise             2,486    2,481       64     (235)    2,310
- -------------------------------------------------------------------------------------
Builders Square                              177      166       16      (15)      167
- -------------------------------------------------------------------------------------
Total Stores                               2,663    2,647       80     (250)    2,477
- -------------------------------------------------------------------------------------
General Merchandise Selling SF (Mil)         168      175                         169
- -------------------------------------------------------------------------------------
General Merchandise Store Sales/SF        $  179   $  179                      $  192
- -------------------------------------------------------------------------------------
General Merchandise Capital Expenditure   $  793   $1,021                      $  540
=====================================================================================
</TABLE>

1995-96 Sales Performance

Consolidated sales increased 5.8 percent during 1995 driven by comparable store
sales growth of 4.3 percent and the opening of 80 new stores during the past
year, partially offset by the closing of 250 stores primarily during the first
and third quarters of the year. Comparable store sales increases are attributed
to continued maturation of domestic and international stores opened during and
prior to 1994, increased levels of promotional activity and related customer
traffic, improved instock positions and a larger average transaction size. Total
sales and comparable store sales declines at Builders Square reflect increased
competition in its major markets, generally weak sales in its industry segment
and deflation in lumber prices. Comparable sales were up 5.6 percent in the U.S.
Kmart stores to $195 per square foot in 1995. The distribution of comparable
sales is provided on the chart on the following page.

================================================================================

                                      -26-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================


<TABLE>
<CAPTION>
==================================================================================================
                                        Kmart Sales Overview
==================================================================================================
                                              % Change                           % Change
                                                       Comp.                              Comp.
Sales (Millions)     1993        1994     All Stores   Stores      1995    All Stores    Stores(1)
==================================================================================================
<S>                <C>         <C>          <C>         <C>      <C>           <C>        <C>
United States      $26,948     $28,386       5.3        1.4      $30,429       7.2        5.6
- --------------------------------------------------------------------------------------------------
International        1,090       1,177       3.0        4.2(3)     1,284       9.1        3.0(2)
- --------------------------------------------------------------------------------------------------
Builders Square      2,719       2,951       8.5        5.9        2,676      (9.3)      (8.7)
- --------------------------------------------------------------------------------------------------
PayLess              2,538          --        --         --          --         --         --
- --------------------------------------------------------------------------------------------------
Total Sales        $33,295     $32,514      (2.3)       1.9      $34,389       5.8        4.3
==================================================================================================
1    Comparable store sales are based on the 52 week period ended January
     24,1996.

2    International comparable store sales is calculated on sales in the
     applicable local currency.

3    Operating income (loss) for 1995 excludes charges of $370 million and $162
     million related to the adoption of Financial Accounting Standard No. 121
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be Disposed Of" ("FAS 121") regarding the accounting for
     impairment of long-lived assets for Builders Square and certain
     international operations, respectively. Operating income for 1993 excludes
     store restructuring and other charges of $865 million, $39 million and $226
     million for United States operations, international operations and Builders
     Square, respectively.
==================================================================================================
</TABLE>

     Data for 1996 as provided by Value Line, shows that consolidated sales
     totaled $33.99 billion, down 1.16 percent from $34.39 billion in 1995.
     Comparable store sales reportedly fared better, rising 2.3 percent.

     Currently, Value Line rates the company's financial strength "C+" while
     Moody's rates it "Ba2"

     TJX Companies operates 590 T.J. Maxx and 484 Marshalls off-price stores
     across the county, selling apparel, domestics, and giftware. TJX also
     operates Winners Apparel Ltd., and off-price apparel chain of 57 stores in
     Canada, and HomeGoods, a 23-store chain which sells housewares. TJX also
     retails women's apparel through its Chadwick's Of Boston catalogs which it
     has reportedly been looking to sell-off and repay a large portion of its
     bank debt. TJX completed its disposition of Hit or Miss in October 1995.
     Marshalls was acquired from Melville Corporation in November 1995. TJX
     concluded fiscal 1996 (year ended 1/25/97) on a strong note. The retailer
     reported a 9.0% same store sales gain in January and a full-year
     improvement of 7.0%. This performance encompassed all divisions. TJX
     Companies has a Moody's rating of "Baaa", while Standard and Poor's rates
     corporate debt "B". Value Line rates the company's financial strength " B".

     Marshalls

     With 484 stores in 40 states and Puerto Rico, Marshalls is one of the
     nation's leading off-price retailer chains. It offers consumers brand-name
     merchandise for 20.0 to 60.0 percent discounts. In 1994 sales increased 6.4
     percent from 1993, while still under the umbrella of Melville Corporation.
     Same store sales rose 2.0 percent.

================================================================================

                                      -27-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

Trade Area Definition

     Montehiedra Town Center is located just off State Road 52 at the
Montehiedra Avenue exit within the San Piedras Section of San Juan. State Road
52 is a heavily traveled expressway which provides access to the southern
portion of Puerto Rico from San Juan.

     As discussed, the location and accessibility of competing centers has
direct bearing on the information and make-up of the subject's trade area.
Principal competition is seen in the Plaza Las Americas, El Senorial Plaza and
San Patricio Plaza. These centers are cited as primary competition by virtue of
location, tenant merchandising strategy and price points.

     We believe that it is also important to note that key community centers and
free-standing "category killers" represent a force in the market's competitive
environment. However, their primary stores (groceries, drugs and discount
in-line shops) are generally different from those which comprise the subject.
Certainly there is a place for both in most retail environments. Certain
category killer operations have entered the San Juan area in the office supply,
electronics, clothing and book segments. However, many of the big box retailers
have not yet established operations near the mail. Reportedly, an Office Max
will be constructed on one of the subject's outparcels, however, we have not
considered this within this appraisal report or for the purposes of defining a
trade area.

     To summarize, the foundation of our analysis for delineation of the
subject's trade area may be summarized as follows:

     1.   Highway accessibility including area traffic patterns, geographical
          constraints and nodes of new and proposed residential development.

     2.   The position and nature of the area retail structure including the
          location of destination retail centers and the strength and
          composition of the retail infill.

     3.   The size, anchor tenancy and merchandising composition of the mall
          tenants enhances its total market penetration.

     In determining the primary and total trade area for the subject, we have
analyzed the location and impact of surrounding competing retail centers. Plaza
Las Americas is a large super regional mall which offers a wide range of stores,
several which are exclusively located at the property. The center is extremely
successful and is typically very congested. It is superior to the subject and
offers a considerable barrier to the north of Montehiedra Town Center. The
subject along with San Patricio Plaza offer alternate shopping locations to
Plaza Las Americas.

     Within Guaynabo, San Patricio Plaza is the only primary competitor. The
subject offers more diverse anchors and overall more diverse in-line stores. The
Marshall's store within Guaynabo is located in the middle of town in an inferior
center, Plaza Caparra. In our opinion, the subject property is capable of
drawing shoppers from the Guaynabo area.

================================================================================

                                      -28-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

     Within the Municipality of Caguas, Plaza Centro I has a Kmart and Plaza
Centro II includes a Builders Square. The Marshall's store is located on the
outer portions of Caguas approximately 20 miles from the subject. The subject is
superior to these developments due to its enclosed mall design including all
anchors within the same complex and the addition of a movie theatre. The subject
can currently draw customers from Caguas. However, when the proposed Caguas
Centrum center, an enclosed mall proposed with a theatre, is completed, the
subject's trade area will be limited to the south.

     Based on the location and nature of the Montehiedra Town Center, we have
determined the primary trade area of the subject encompasses the majority of the
Rio Piedras Sector of southern San Juan. The subject, with it's excellent
location along State Road 52 is easily accessible to the majority of the San
Juan MSA. We have estimated the total trade area encompasses the Municipalities
of San Juan, Caguas, Guaynabo, and Trujillo Alto.

Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. The following chart summarizes the
population for the total trade area based upon information supplied by the
Census and Planning Board. The chart summarizes the actual 1990 population for
each Municipality, as well as the estimated 1995 population.

================================================================================
                           Total Trade Area Population
================================================================================
Municipality             1990 Actual       1995 Est.     Compound Annual Change
================================================================================
San Juan                   437,745         437,241            - 0.02%
- --------------------------------------------------------------------------------
Caguas                     133,447         140,988            + 1.11%
- --------------------------------------------------------------------------------
Guaynabo                    92,886          99,407            + 1.37%
- --------------------------------------------------------------------------------
Trujillo Alto               61,120          66,706            + 1.76%
================================================================================
Total                      725,198         744,342            + 0.52%
================================================================================
                                                      
     As can be seen, it is estimated that between 1990 and 1996, the population
within the total trade area increased by 19,144 to 744,342. This reflects a 2.6
percent increase (.52 percent per annum). The Municipality of Trujillo Alto
witnessed the greatest growth of 1.76% per annum. Population within San Juan,
the most populated Municipality on Puerto Rico was relatively stable decreasing
slightly from 437,745 to 437,241. If the trade area continues to grow at the
present pace, population in the year 2000 will be approximately 765,000+/-.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of an affluent market within Puerto Rico.

================================================================================

                                      -29-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis

     The following chart summarizes average household income within the trade
area. Data for only 1980 and 1990 was available. We have utilized the weighted
average of each Municipality based on population to determine average household
income for the trade area. In addition, to estimate a present day figure, we
have grown 1990 average household incomes by their annual growth rates indicated
from 1980 to 1990 to determine a 1997 estimate.

<TABLE>
<CAPTION>
==========================================================================================================
                                         Average Household Income
==========================================================================================================
                             1980                   1990                 Compound              1997 Ext.
      Area              Avg. HH Income         Avg. HH Income          Annual Growth        Avg. HH Income
==========================================================================================================
<S>                         <C>                    <C>                     <C>                  <C>    
    San Juan                $7,668                 $12,332                 4.87%                $17,149
- ----------------------------------------------------------------------------------------------------------
    Guaynabo                $9,615                 $17,066                 5.91%                $25,419
- ----------------------------------------------------------------------------------------------------------
     Caguas                 $6,825                 $11,432                 5.27%                $16,378
- ----------------------------------------------------------------------------------------------------------
 Trujillo Alto              $7 376                 $13,323                 6.09%                $20,152
==========================================================================================================
 Avg. Trade Area            $7,894                 $13,171                 5.25%                $18,844
==========================================================================================================
  Puerto Rico               $5,923                  $9,988                 5.36%                $14,395
==========================================================================================================
</TABLE>

     These statistics show that the all components of the trade area exceed the
household income of the broader based Island of Puerto Rico. Guaynabo is seen to
be the municipality with the highest average household income followed by
Trujillo Alto.

     A further analysis of the subject's trade area's income can be done based
upon per capita income. The following chart shows per capita income for the
subject's trade area as it compares to the Island as a whole. As with the
average household income, we have weighted the numbers to determine the Trade
area figure as well as projected an estimate for 1997.

<TABLE>
<CAPTION>
==========================================================================================================
                                         Per Capita Income Statistics                                         
==========================================================================================================
                             1980                   1990                 Compound              1997 Ext.
      Area              Avg. HH Income         Avg. HH Income          Annual Growth        Avg. HH Income
==========================================================================================================
<S>                         <C>                    <C>                     <C>                  <C>    
   San Juan                 $3,383                  $6,383                 6.55%                $ 9,952
- ----------------------------------------------------------------------------------------------------------
   Guaynabo                 $3,976                  $8,321                 5.40%                $12,024
- ----------------------------------------------------------------------------------------------------------
    Caguas                  $2,258                  $4,547                 7.25%                $ 7,422
- ----------------------------------------------------------------------------------------------------------
 Trujillo Alto              $2,577                  $4,868                 6.57%                $ 7,600
==========================================================================================================
Avg. Trade Area             $3,280                  $5,377                 6.87%                $10,153
==========================================================================================================
  Puerto Rico               $2,126                  $4,177                 6.99%                $ 6,703
==========================================================================================================
</TABLE>
                          
     Similar to average household income, per capita income within the
components of the trade area exceed levels for the entire Island. Assuming
annual growth of 6.87 percent for the next three years, per capita income within
the trade area in the year 2000 is estimated at $12,393

Subject Sales

     We have been provided with a sales report for the subject as of January,
1997. The report details all existing tenants and reports their monthly sales.
We were not provided with a comparable mall sales report. In order to estimate
mall shop, food court and anchor sales for 1996, we utilized all tenants who
occupied their spaces for the full year 1996 However, several tenants did not
report sales for one or two months and where possible we estimated from the same
month in the prior year.

================================================================================

                                      -30-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

     Mall Shop Sales

     The subject has been open approximately 2 years and therefore a historical
detail of sales at the mall is unavailable. 1996 mall sales at the center have
been estimated at $340 per square foot for, which is considered very good.
Within our cashflow analysis presented within the Income Approach of this
report, we have estimated a 5.0 percent increase in sales for 1997, resulting in
mall shop sales of approximately $357 per square foot.

     Food Court Sales

     On a sales per square foot level, the food court at Montehiedra Town Center
was very successful in 1996. Sales for the 8 tenant food court tenants averaged
$1,371 square foot. A complete discussion and presentation of the food court
productivity is presented within the income Approach.

     Projected Future Sales Growth

     In terms of sales levels, the subject has been successful over its first
full year of operations. In our opinion, the subject will continue to see good
sales growth over the next year due to the newness of the center and curiosity
bringing in additional customers. For 1997 and 1998, we are projecting a sales
increase of 5.0 percent. For 1998 and into the future, we are forecasting sales
growth to stabilize, increasing at 3.5 percent per year.

Conclusion

     We have analyzed the retail trade history and profile of the San Juan MSA
in order to make reasonable assumptions as to the continued performance of the
subject's trade area.

       A regional and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area was presented. We included a brief discussion of some of the
competitive retail centers in the market area as well as a profile of the anchor
tenants at the mall. The trade area profile discussed was based on our opinion
on what municipalities subject's trade area encompasses. We analyzed estimated
sales for the mall for 1996 and discussed our forecasted growth rate for sales
at the mall into the future. This data is useful in giving quantitative
dimensions of the total trade area, while our comments serve to provide
qualitative insight into this area. The following summarizes our key
conclusions:

     o    The subject enjoys an excellent location along State Route 52. Access
          is from the Montehiedra exit and is good.

     o    This portion of the San Juan MSA is witnessing construction growth led
          by othe Montehiedra Planned Community.

     o    The subject benefits as being the only regional mall within a ten mile
          radius. Sales levels at the subject are high which has led to a high
          occupancy level in less than two years of operation.

     o    The proposed Caguas Centrum which will be constructed south of the
          subject will be primary competitor of the subject upon completion.

================================================================================

                                      -31-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                      Retail Market and Trade Area Analysis
================================================================================

     On balance, it is our opinion with continued competent management and
aggressive marketing, Montehiedra Town Center should remain well patronized in
is market area. Our outlook for the area is with cautious optimism, with good
prospects for appreciating real estate values.

================================================================================

                                      -32-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description
Location:                          The subject is located at the southern end of
                                   the Rio Piedras Sector of San Juan, Puerto
                                   Rico. The subject is located at the
                                   intersection of the Luis A Ferre Expressway
                                   (State Road 52) and Montehiedra Avenue.

Shape:                             Irregular however generally rectangular

Site Area                          According to a property report, prepared by
                                   Zoe Lopez Freyre, P.E. and supplied to us by
                                   the Client, the total subject site is
                                   composed of three parcels of land and totals
                                   approximately 56.26 cuerdas. Each parcel is
                                   summarized as follows:

                                   Parcel 1 (K-2) has a total area of 51.76
                                   cuerdas and encompasses the mall development,
                                   parking areas and all entrances/exits.

                                   Parcel 2 (K-1) totals 3.00 cuerdas and is
                                   presently a vacant green area located at the
                                   northwestern portion of the property. There
                                   is reports that this parcel may be leased in
                                   the future to a gasoline service station
                                   chain.

                                   Parcel 3 (A-6) is the smallest parcel and has
                                   a total area of 1.50 cuerdas.

Topography/Terrain:                Slightly rolling to level. The site slopes
                                   gently downwards towards the northern and
                                   eastern boundaries. The site is slightly
                                   below grade from State Road 52.

Street Improvements:               Fronting streets are paved of hot bituminous
                                   plant mix asphalt pavement type S-1 with
                                   concrete curbing, sidewalks, and street
                                   lighting.

Parking:                           The site contains a total of 2,815 parking
                                   spaces, including 53 parking spaces for the
                                   handicapped. This results in a parking ratio
                                   of 5.36 spaces per 1,000 square feet of total
                                   GLA.

================================================================================

                                      -33-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Property Description
================================================================================

Soil Conditions:                   No study of soils was conducted as part of
                                   this appraisal and no opinion is rendered on
                                   sub-soil conditions. However, we assume that
                                   the soil's load-bearing capacity is
                                   sufficient to support the existing
                                   structures. We did not observe any evidence
                                   to the contrary during our physical
                                   inspection of the property. 

Utilities                          All utilities are connected and available to
                                   the subject property including:

     Sanitary Service:             Puerto Rico Aqueduct and Sewer Authority
     Water Service:                Puerto Rico Aqueduct and Sewer Authority 
     Telephone:                    Puerto Rico Telephone Company 
     Electrical Service:           Puerto Rico Electrical Power Authority 
                                   All utilities including water, sewer,
                                   electric, gas and telephone are connected and
                                   in use.

Access/Exposure:                   Access to the site is excellent. The subject
                                   is accessed directly from State Road 52 via a
                                   privately constructed diamond interchange
                                   with signage for Montehiedra Exit. The
                                   subject is located to the west of the
                                   expressway and enjoys high visibility. From
                                   Montehiedra Avenue, the subject is accessed
                                   via Los Romeros Road.

                                   State Road 52 is the most important
                                   north/south arterial on Puerto Rico. This
                                   expressway links the San Juan Metropolitan
                                   Area with the southern region of the Island.
                                   Land Use Restrictions: We have not been
                                   provided with a current title report. To the
                                   best of our knowledge, no ease ments,
                                   encroachments, or restrictions exist which
                                   might adversely affect the site's use. It is
                                   recommended that a current title report be
                                   obtained to determine the existence or
                                   absence of any of the above conditions.

Flood Hazard:                      We are advised the subject is not in a flood
                                   hazard area. According to the Federal Flood
                                   Insurance Map, Community Panel No.
                                   720000-0111-C, and 7220000-0112-C, for the
                                   Commonwealth of Puerto Rico, dated August 5,
                                   1986, the site is in Zone C, areas of minimal
                                   flooding.

================================================================================

                                      -34-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                            Property Description
================================================================================

Wetlands:                          We are not aware of any regulated wetlands on
                                   the site. Should the existence of wetlands be
                                   determined to have a negative impact on the
                                   property, we reserve the right to amend our
                                   value conclusion.

Site Improvements:                 The subject site has been graded, paved and
                                   improved with all necessary underground and
                                   overhead utilities.

Hazardous Substances:              We were provided with a Preliminary Phase 1
                                   Environmental Site Assessment Report prepared
                                   by Fernando L. Rodriguez, P.E. &  Associates 
                                   and dated December 31, 1996. According to the
                                   report, there is no indication of an adverse
                                   condition present or activity at the adjacent
                                   properties that may pose any potential
                                   environmental risks to the subject property.

                                   Please refer to our Assumptions and Limiting
                                   Conditions with an explanation as to our
                                   disclaimer regarding hazardous substances.

Comments:                          Overall, the size, topography and site
                                   configuration appear functionally adequate
                                   and conducive for retail utilization.

================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Property Description
================================================================================

Improvements Description

     The subject site has been improved with a one and two-level regional mall
with a total GLA of approximately 525,453 square feet. The mall is comprised of
a main building which houses Kmart, the in-line mall shops and food court, and
Marshall's. Adjacent to the mall is a free standing Builders Square, Caribbean
Theatres, and Discovery zone, with their access from outside the mall. A more
detailed improvement description follows.

Improvements:                      One- and two-level regional shopping mall
                                   anchored by Kmart, Builders Square,
                                   Marshall's and Caribbean Theatres.

Year(s) Built/Renovated/Expanded:  The mall was constructed between 1993 and 
                                   1994. The Kmart store opened in late 1994. 
                                   The grand opening for the remainder of mall 
                                   was in March 1995.

Gross Leasable Area:

                                   ============================================
                                                          Square      Allo-
                                      Tenancy            Footage     cation
                                   ============================================
                                   Anchor Stores
                                     Kmart               135,385
                                     Builders Square     110,241
                                     Marshall's           29,776
                                   ============================================
                                   Total Anchor Stores   275,402      52.4%
                                   ============================================
                                   Caribbean Theatre      50,000       9.5%
                                   ============================================
                                   In-Line Shops         200,051      38.1%
                                   ============================================
                                   Total Owned GLA       525,453     100.0%
                                   ============================================
                   
Construction Detail
     Foundations                   Each of the improvements consists of poured
                                   reinforced concrete.

     Framing:                      Reinforced concrete and steel.

     Floor System:                 Poured concrete slab on porous fill and vapor
                                   barrier. Upper floors are concrete over steel
                                   deck.

     Exterior Walls:               Exterior walls and finishes consist of
                                   painted precast wall panels with
                                   architectural treatment on the front
                                   elevation of the center. The exterior
                                   entrance to the main building includes
                                   decorative steel and tubular trusses for
                                   skylight purposes.

     Roof Structure/Cover:         Flat built-up roof with rigid roof 
                                   insulation.

================================================================================

                                      -36-
                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Property Description
================================================================================

     Roof Heights:                 Ceiling heights vary throughout the mall from
                                   approximately 20 to 27 feet with 25 feet most
                                   typical.

     Pedestrian Doors/
        Entranceways:              Safety glass in aluminum frame.

     Loading/Rear Service 
        Doors:                     Anchors have depressed drive-way loading
                                   docks with hollow metal overhead doors.

Mechanical Detail

     Heating and Cooling:          Heating, ventilation, and air-conditioning is
                                   supplied by roof-mounted HVAC units. Tenants
                                   are responsible for their individual
                                   air-handling and distribution systems. The
                                   common mall areas have six separate
                                   roof-mounted HVAC units.

     Plumbing:                     A complete sanitary sewer system and domestic
                                   water service serves all required fixtures of
                                   each tenant and is tapped into the municipal
                                   water and sewer distribution lines. All roof
                                   areas are drained to rain water conductors
                                   which are connected to the site storm water
                                   system. Supply and waste lines are assumed to
                                   be of code conforming materials.

     Electrical Service:           Adequate for commercial needs. Tenants are
                                   billed directly by the local provider.

     Life Safety/Security:         The building is fully sprinklered and there
                                   are smoke detectors and heat sensors
                                   throughout the entire property. The system is
                                   centrally monitored and tied into the local
                                   municipal police and fire stations via the
                                   building management system. Adequate mall
                                   security is provided throughout the mall and
                                   parking lot.

Interior Detail
     Layout and Design:            The mall is a one- and two-level regional
                                   center designed in an elongated shape with
                                   anchors at either end of the mall shops. The
                                   theatre and Builders Square buildings are
                                   located adjacent to the main building however
                                   have their own, exterior entrances.

     Walls:                        Painted sheetrock on metal stud with metal
                                   and wood accents.

================================================================================

                                      -37-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Property Description
================================================================================

     Floor Coverings:              Mall common area floors are primarily
                                   marble-style tile flooring with carpeted
                                   inlays. Within the anchor stores flooring is
                                   generally vinyl or tile.

     Ceilings:                     Mall concourse is generally painted sheetrock
                                   and skylights. Tenant spaces generally are a
                                   mix of sheetrock and acoustical tile.

     Lighting:                     Lighting is a mixture of recessed
                                   incandescent and indirect fluorescent
                                   fixtures. There is also selected accent
                                   decorative lighting throughout.

     Storefronts:                  Storefronts are generally a mixture of flush
                                   and pop-out type which, in many cases,
                                   reflect the most recent tenant designs for
                                   the respective chain.

Public Amenities

     Seating:                      Public seating is located throughout the mall
                                   concourse.

     Directories:                  Directories are conveniently located
                                   throughout the mall on both levels.

     Food Court:                   The enclosed mall includes an eight tenant
                                   food court.

     Caribbean Theatre:            The mall building provides three exterior
                                   entrances. In addition, the Kmart and
                                   Marshall's stores have entrances with direct
                                   parking lot access.

     Restrooms:                    All department stores have public and
                                   employees toilet facilities with provisions
                                   for handicapped. Generally, each tenant has
                                   toilet facilities that do not have to be made
                                   available for public use by code. Large shops
                                   and eating establishments have additional
                                   facilities as necessary to meet health code
                                   requirements. In addition to the above,
                                   public facilities for both men and women are
                                   provided within the mall's common areas.

     Tenant Suites:                New tenant suites are improved in accordance
                                   with individual tenant specifications.

     Hazardous Substances:         Please refer to our list of Assumptions and
                                   Limiting Conditions (Item #10) which
                                   identifies our position on this matter.

================================================================================

                                      -38-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Property Description
================================================================================
Site Improvements

On-Site Parking:                   2,815 spaces; 5.36 space/1,000 SF of GLA

Landscaping:                       Landscaping for the site consists mainly of
                                   trees and ground cover in the planting strips
                                   located on the parking area. More extensive
                                   landscaping is located at the main entrance
                                   to the property.

Other:                             Parking lot lighting is provided with
                                   anodized aluminum high intensity lighting.

Comments:                          The construction features high quality
                                   materials and workmanship. Furthermore, the
                                   layout and design of the mall is considered
                                   good from a visibility and shopper movement
                                   perspective. The department stores and major
                                   tenants are properly positioned and
                                   facilitate adequate cross shopping. Analysis
                                   of the structural integrity of the existing
                                   improvements is beyond our expertise and best
                                   made by a professional engineer. It is our
                                   assumption that the current and proposed
                                   tenant buildout (related to vacant spaces)
                                   are completed in accordance with quality
                                   workmanship prior to our valuation date.

                                   Our review of the local environs reveals that
                                   there are no extraordinary external
                                   influences which negatively impact the value
                                   of the subject property. We do note, however,
                                   that the final value of the subject is
                                   influenced by the existence of established
                                   leases. This effect will be reflected and
                                   quantified in the "Valuation" section of this
                                   report.

================================================================================

                                      -39-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     Assessment of all properties in Puerto Rico is based on the level of values
that were prevalent during the 1957-58 period, when a reassessment of all
properties on the island was carried out. Consequently, the values established
by the Government for taxation are considerably less than the real market values
of the properties. To increase income from property taxes, the government has
increased the tax rate rather than carrying out a reassessment of all properties
based on their true market value. Puerto Rico property tax rates are based on
two distinct factors: the rate fixed by the Legislature of Puerto Rico which is
standard for all areas of the Commonwealth (1.03 percent), and a rate set by the
Municipality wherein the property is located.

     As of January 1993, the Municipal Reform Law established the Centro de
Recaudaciones de Impuestos Municipales"(CRIM). CRIM is in charge of collecting
property taxes on behalf of each individual municipality. The assessment task in
carried out by CRIM, but each municipality has the power to regulate the amount
of property tax to be imposed.

     The current tax rate for the Municipality of San Juan is 6.26 percent. This
rate has been in effect since fiscal year 1988. The 78 municipalities in Puerto
Rico have property tax rates ranging from 5.07 percent to 8.33 percent. Only 31
municipalities have tax rates under 7.0 percent, and most have tax rates of 8.08
percent. However, the current rate for Bayamon is expected to remain relatively
stable for the next few years.

     Property taxes are paid on a semester basis and a 10 percent discount is
permitted if property taxes are paid within the next 30 days after the mailing
of the tax bill.

     For purposes of taxation, the subject has two property tax code numbers.
Tax code number (cadastral number) 143-009-008-04-000 reflects the invoice for
the entire land parcel and all existing improvements excluding the Builders
Square building. The other tax code number, 143-009-008-04-001, reflects the
invoice for the Builders Square structure only.

     The following two charts summarize the taxes levied on the subject
property.

                          Tax Number 143-009-008-04-000

                       ================================
                           Component           Taxes
                       ================================
                       Land                  $  744,620
                       --------------------------------
                       Improvements          $4,178,008
                       --------------------------------
                       Machinery             $  219,365
                       --------------------------------
                       Total Tax Base        $5,140,002
                       --------------------------------
                       Tax Rate                    6.26%
                       --------------------------------
                       Annual Property Tax   $  321,764
                       ================================

================================================================================

                                      -40-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                        Real Property Taxes and Assessments
================================================================================

                         Tax Number 143-009-008-04-001

                       ================================
                           Component           Taxes
                       ================================
                       Land                  $        0
                       --------------------------------
                       Improvements          $  841,138
                       --------------------------------
                       Machinery             $  179,141
                       --------------------------------
                       Total Tax Base        $1,020,279
                       --------------------------------
                       Tax Rate                    6.26%
                       --------------------------------
                       Annual Property Tax   $   63,869
                       ================================

     Total taxes levied on the subject total $385,633. Within Puerto Rico, a 10
percent discount on property taxes is awarded for prompt payment. Taking the 10
percent discount into consideration, taxes are reduced by $38,563 to $347,070.

     According to the budget, taxes for 1997 are estimated to be $350,262,
reflecting an increase of nearly one percent. For the purposes of this analysis,
we have utilized management's tax estimate.

     The subject has been completed and open for two years. It is assumed that
the estimated assessment, and resulting taxes are reflective of stabilized
levels.

================================================================================

                                      -41-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                                     ZONING
================================================================================

     The subject is within an area which is zoned R-1, Residential. However, it
has been reported that the subject property received approvals to construct
Montehiedra Town Center under the C-1, Commercial zoning. The use permit was not
supplied to us, however within the Property Report prepared by Zoe Lopez Freyre,
P.E., it is reported that the copy of the Use Permit issued by the Puerto Rico
Regulations and Permits Administration was reviewed for the following:

Project                                                            Date Issued
- -------                                                            -----------
Montehiedra Town Center Mall                                   February 8, 1995
Kmart Store                                                   November 18, 1994
Builders Square Store                                           August 26, 1994
Marshall's Store                                               October 11, 1994
Montehiedra Cinemas                                               June 21, 1996
Discovery Zone

     In addition, the report reviewed a copy of a latter dated December 24, 1996
from Lebron Associates, architects, certifying that the project was designed to
comply with all applicable codes and zoning regulations. It is assumed the
subject site is zoned C-1. The C-1 zone is the most inclusive commercial zone
within the municipality. The subject is a legal conforming use within the C-1
Commercial zone.

================================================================================

                                      -42-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

     We have evaluated the site's highest and best use improved and as if
vacant. In both cases the highest and best use must meet four criteria. The use
must be (1) physically possible, (2) legally permissible, (3) financially
feasible, and (4) maximally productive. Because the site is improved with
improvements that generate an important return, the focus of the highest and
best use is on the site as improved.

Highest and Best Use of Property as Improved

     Physical Factors

     The first constraint imposed on the possible use of the site is dictated by
the physical aspects of the parcel itself. As noted in our 'Property
Description" section of the report, the site is of sufficient size to
accommodate the existing improvements. It is relatively level and has all
necessary utilities connected and in use. The site has good visibility and
accessibility and its soil and topography do not physically limit its use. Its
location on State Road 52 within the San Juan MSA strongly supports its regional
accessibility. The improvements have been designed as a viable fully integrated
climate controlled shopping complex. The layout and design of the mall are
adequate for its use as a shopping center. Finally, compatibility with existing
neighboring uses is also an important consideration. In the case of the subject,
Montehiedra Town Center is uniquely positioned within a growing residential
portion of the San Piedras Section of San Juan. It is well positioned to service
both the resident and visitor population. With all of this in mind, we are of
the opinion that the current use of the site is physically possible.

     Legal Factors

     Legal restrictions, as they apply to the subject property, are the public
restrictions of zoning. To the best of our knowledge, the property complies with
all of the zoning requirements under the C-1 Commercial zoning classification.
As noted, we are not aware of any private restrictions which are known to
adversely affect the utilization of the site. Furthermore, we are not aware of
any environmental constraints which might impact the property. Finally, it is
recognized that the property has been successful in its first two years of
operations with mall-shop sales in excess of $300 in 1996. As such, the existing
leases and operating covenants which are in place dictate a retail use for the
property.

================================================================================

                                      -43-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Highest and Best Use
================================================================================

     Financial Feasibility/Maximum Productivity

     After analyzing the physically possible and legally permissible aspects of
the property, the highest and best use must be considered in light of financial
feasibility and maximum productivity. For a potential use to be seriously
considered, it must have the potential to provide a sufficient return to attract
investment capital over alternative forms of investment. A positive net income
or acceptable rate of return would indicate that a use is financially feasible.

     As discussed in the "Locational and Retail Market Analysis" sections of
this report, the subject is an important shopping destination for a total trade
area that includes in excess of 740,000 people. In the "Income Capitalization
Approach" to the valuation of the subject property, we have provided a detailed
analysis of the subject's revenue producing ability as a shopping center. These
projections have relied upon certain market based assumptions that, in our
opinion, closely mirror the subject's position in the marketplace. Consideration
has been given to competitive properties in the surrounding market and their
potential effects on the subject property. Accordingly, we find that the
property, under the concept of continued use, will produce a sufficient income
stream to an investor. An alternative use would not be economically justifiable
and, as a result, fail the test of financial feasibility and maximum
productivity. In our opinion, no other use of the site would provide as great a
return. Therefore, we have concluded that the highest and best use of the site
as improved is for retail utilization as a shopping center.

Highest and Best Use As Though Vacant

     Physical Factors

     The subject parcel is large enough to accommodate a variety of uses,
including office, retail, hotel and residential. The subject's highway access
greatly enhance its appeal for a use that relies upon the ability of patrons to
be afforded quick and easy access. This is particularly true for a destination
retail property which, by necessity, must attract consumers from points beyond
its immediate neighborhood. As articulated, State Road 52 is the principal
arterial that provides access from the San Juan MSA to the southern portion of
the Island. In addition, the subject is located within a growing residential
area. Accordingly, we would find that a retail use of the site would be the most
compatible with the environs. Overall, we view the site as being free of any
physical limiting conditions that may restrict its development and as such, a
large scale commercial project would be a potential use for the site as if
vacant.

     Legal Factors

     The second test concerns permitted uses. Legal restrictions, as they apply
to the subject are public restrictions of zoning. The C-1, Commercial,
designation is the primary commercial designation within the municipality. Based
on the site's size and layout, with consideration given to parking constraints,
a shopping center of similar size to the existing improvements may be a
permitted use. Due to the site's frontage and exposure to State Road 52, we
believe that retail uses would be a legally conforming use for the site.

================================================================================

                                      -44-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                       Highest and Best Use
================================================================================

     Financial Feasibility/Maximum Productivity

     After determining those uses which are physically possible and legally
permissible, the remaining uses must be analyzed in light of their financial
feasibility. As indicated in the "Regional", "Neighborhood" and "Retail Market
Analysis" sections of this report, the San Juan MSA has witnessed moderate to
good growth in population, income and employment. In addition, we see no
significant potential changes in the local demographics which might threaten the
economic viability of the subject site.

     The last test of highest and best use is that of maximum productivity.
While this implies a quantitative analysis, it is often most qualitative and
sensitive to community, social, political, and governmental standards. In this
case, the site is located in an area that is developing into an important
commercial/retail hub with substantial residential activity surrounding the
property. Existing neighborhood uses further compliment the site. The subject's
size, location and proximity to regional road networks and residential nodes,
lead us to the conclusion that the Highest and Best Use for the subject
property, as if vacant, would be for a new shopping center.

     A developer, mindful of the prospective lot coverage yet savvy as to the
market's potential for absorbing new product, would consider the site's feasible
potential. Parking is an overriding constraint that dictates the ultimate size
of a potential development. Accordingly, we believe that the subject's
development potential, as vacant, would be represented by a regional shopping
center of approximately 525,000+/- to 550,000+/- square feet. This premise
assumes that parking would be provided to a level sufficient for the total
project.

================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                          VALUATION PROCESS
================================================================================

     Appraisers typically use three approaches in valuing real property: The
Cost Approach, the income Capitalization Approach and the Sales Comparison
Approach. The type and age of the property and the quantity and quality of data
effect the applicability in a specific appraisal situation.

     The Cost Approach renders an estimate of value based upon the price of
obtaining a site and constructing improvements, both with equal desirability and
utility as the subject property. Regional mall properties are not typically
purchased based on the Cost Approach. The fundamental principle underlying this
approach is the principle of substitution, which holds that "no prudent person
will pay more for a property than the price of a site and the cost of
construction, without undue delay, an equally desirable and useful property".
The subject improvements consist of a regional mall, and the economic
feasibility of the development is based primarily on the department store anchor
tenants which serve as the primary draw for the other major tenants and in-line
space. Leases or other agreements with the anchor department stores are a
fundamental component of the property's value, and replacing these anchors is an
extremely speculative, costly, and time consuming process. The investment market
aggressively underwrites quality regional malls because of the unique nature of
the anchor tenant commitments and the difficulty in replacing the property both
in terms of size and anchor commitments. In a property such as the subject, the
proper estimation of accrued depreciation can be subjective and problematic. As
such, we have elected not to utilize a Cost Approach in this analysis.

     The Sales Comparison Approach is based on an estimate of value derived from
the comparison of similar type properties which have recently been sold. Through
an analysis of these sales, efforts are made to discern the actions of buyers
and sellers active in the marketplace, as well as establish relative unit values
upon which to base comparisons with regard to the mall. Although there have been
no sales of regional malls within Puerto Rico, we believe this approach has a
direct application to the subject property with the use of sales within the
United States. Furthermore, this approach has been used to develop investment
indices and parameters from which to judge the reasonableness of our principal
approach, the Income Capitalization Approach.

     By definition, the subject property is considered an income/ investment
property. Properties of this type are historically bought and sold on the
ability to produce economic benefits, typically in the form of a yield to the
purchaser on investment capital. Therefore, the analysis of income capabilities
are particularly germane to this property since a prudent and knowledgeable
investor would follow this procedure in analyzing its investment qualities.
Therefore, the Income Capitalization Approach has been emphasized as our primary
methodology for this valuation. This valuation concludes with a final estimate
of the subject's market value based upon the total analysis as presented herein.

================================================================================

                                      -46-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     The Sales Comparison Approach provides an estimate of market value by
comparing recent sales of similar properties in the surrounding or competing
area to the subject property. Inherent in this approach is the principle of
substitution, which holds that, when a property is replaceable in the market,
its value tends to be set at the cost of acquiring an equally desirable
substitute property, assuming that no costly delay is encountered in making the
substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, market value and price trends can be
identified. Comparability in physical, locational, and economic characteristics
is an important criterion when comparing sales to the subject property. The
basic steps involved in the application of this approach are as follows:

     1.   Research recent, relevant property sales and current offerings
          throughout the competitive marketplace;

     2.   Select and analyze properties considered most similar to the subject,
          giving consideration to the time of sale, change in economic
          conditions which may have occurred since date of sale, and other
          physical, functional, or locational factors;

     3.   Identify sales which include favorable financing and calculate the
          cash equivalent price; and

     4.   Reduce the sale prices to a common unit of comparison, such as price
          per square foot of gross leasable area sold;

     5.   Make appropriate adjustments between the comparable properties and the
          property appraised; and

     6.   Interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used, market-oriented units of comparison for properties
such as the subject are the sale price per square foot of gross leasable area
(GLA) purchased, and the overall capitalization rate extracted from the sale.
This latter measure will be addressed in the Income Capitalization Approach
which follows this methodology. An analysis of the inherent sales multiple also
lends additional support to the Sales Comparison Approach.

Market Overview

     The typical purchaser of properties of the subject's caliber includes both
foreign and domestic insurance companies, large retail developers, pension
funds, and real estate investment trusts (REITs). The large capital requirements
necessary to participate in this market and the expertise demanded to
successfully operate an investment of this type, both limit the number of active
participants and, at the same time, expand the geographic boundaries of the
marketplace to include the international arena. Due to the relatively small
number of market participants and the moderate amount of quality product
available in the current marketplace, strong demand exists for the nation's
quality retail developments.

================================================================================

                                      -47-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

     Most institutional grade retail properties are existing, seasoned centers
with good inflation protection. These centers offer stability in income and are
strongly positioned to the extent that they are formidable barriers to new
competition. They tend to be characterized as having three to five department
store anchors, most of which are dominant in the market. Mall shop sales are at
least $300 per square foot and the trade area offers good growth potential in
terms of population and income levels. Equally important are centers which offer
good upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated their renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

     Over the past 18+ months, we have seen real estate investment return to
favor as an important part of many institutional investors' diversified
portfolios. Banks are aggressively competing for business, trying to regain
market share lost to Wall Street, while the more secure life insurance companies
are also reentering the market. The re-emergence of real estate investment
trusts (REITs) has helped to provide liquidity within the real estate market,
pushing demand for well-tenanted, quality property, particularly regional malls.
Currently, REITs are one of the most active segments of the industry and are
particularly attractive to institutional investors due to their liquidity.
However, overbuilding in the retail industry has resulted in the highest GLA per
capita ever (19 square feet per person). As a consequence, institutional
investors are more selective than ever with their underwriting criteria. Many
investors are even shunning further retail investment at this time, content that
their portfolios have a sufficient weighting in this segment.

     The market for dominant Class A institutional quality malls is tight, as
characterized by the limited amount of good quality product available. It is the
overwhelming consensus that Class A property would trade in the 7.0 to 8.0
percent capitalization rate range, with rates below 7.5 percent likely limited
to the top 15 to 20 malls with sales at least $350 per square foot. Conversely,
there are many second tier and lower quality malls offered on the market at this
time. With limited demand from a much thinner market, cap rates for this class
of malls are felt to be in the much broader 9.5 to 14.0 percent range. Pessimism
about the long term viability of many of these lower quality malls has been
fueled by the recent turmoil in the retail industry.

     To better understand where investors stand in today's marketplace, we have
surveyed active participants in the retail investment market. Based upon our
survey, the following points summarize some of the more important hot buttons"
concerning investors:

================================================================================

                                      -48-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

     1.   Occupancy Costs - This health ratio" measure is of fundamental concern
          today. The typical range for total occupancy cost-to-sales ratios
          falls between 10.0 and 15.0 percent. With operating expenses growing
          faster than sales in many malls, this issue has become even more
          important. As a general rule of thumb, malls with sales under $250 per
          square foot generally support ratios of 10.0 to 12.0 percent; $250 to
          $300 per square foot support 12.0 to 13.5 percent; and over $300 per
          square foot support 13.5 to 15.0 percent Experience and research show
          that most tenants will resist total occupancy costs that exceed 15.0
          to 18.0 percent of sales. However, ratios of upwards to 20.0 percent
          are not uncommon for some higher margin tenants. This appears to be by
          far the most important issue to an investor today. Investors are
          looking for long term growth in cash flow and want to realize this
          growth through real rent increases. High occupancy costs limit the
          amount of upside through lease rollovers.

     2.   Market Dominance - The mall should truly be the dominant mall in the
          market, affording it a strong barrier to entry for new competition.
          Some respondents feel this is more important than the size of the
          trade area itself.

     3.   Strong Anchor Alignment - Having at least three department stores
          (four are ideal), two of which are dominant in that market. The
          importance of the traditional department store as an anchor tenant has
          returned to favor after several years of weak performance and
          confusion as to the direction of the industry. As a general rule, most
          institutional investors would not be attracted to a two-anchor mall.

     4.   Entertainment - Entertainment has become a critical element at larger
          centers as it is designed to increase customer traffic and extend
          customer staying time. This loosely defined term covers a myriad of
          concepts available ranging from mini-amusement parks, to multiplex
          theater and restaurant themes, to interactive virtual reality
          applications. The capacity of regional/ super-regional centers to
          provide a balanced entertainment experience well serve to distinguish
          these properties from less distinctive formats such as power and
          smaller outlet centers.

     5.   Dense Marketplace - Several of the institutional investors favor
          markets of 300,000 to 500,000 people or greater within a 5 to 7 mile
          radius. Population growth in the trade area is also very important.
          One advisor likes to see growth 50.0 percent better than the U.S.
          average. Another investor cited that they will look at trade areas of
          200,000+/- but that if there is no population growth forecasted in the
          market, a 50+/- basis point adjustment to the cap rate at the minimum
          is warranted.

     6.   Income Levels - Household incomes of $50,000+ which tends to be
          limited in many cases to top 50 MSA locations. Real growth with
          spreads of 200 to 300 basis points over inflation are ideal.

     7.   Good Access - Interstate access with good visibility and a location
          within or proximate to the growth path of the community.

     8.   Tenant Mix - A complimentary tenant mix is important. Mall shop ratios
          of 35+/- percent of total GLA are considered average with 75.0 to 80.0
          percent

================================================================================

                                      -49-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                  Sales Comparison Approach
================================================================================

          allocated to national tenants. Mall shop sales of at least $250 per
          square foot with a demonstrated positive trend in sales is also
          considered to be important.

     9.   Physical Condition - Malls that have good sight lines, an updated
          interior appearance and a physical plant in good shape are looked upon
          more favorably. While several developers are interested in turn-around
          situations, the risk associated with large capital infusions can add
          at least 200 to 300 basis points onto a cap rate.

     10.  Environmental Issues - The impact of environmental problems cannot be
          understated. There are several investors who won't even look at a deal
          if there are any potential environmental issues no matter how
          seemingly insignificant.

     11.  Operating Covenants - Some buyers indicated that they would not be
          interested in buying a mall if the anchor store operating covenants
          were to expire over the initial holding period. Others weigh each
          situation on its own merit. If it is a dominant center with little
          likelihood of someone coming into the market with a new mall, they are
          not as concerned about the prospects of loosing a department store. If
          there is a chance of loosing an anchor, the cost of keeping them must
          be weighed against the benefit. In many of their malls they are
          finding that traditional department stores are not always the optimum
          tenant but that a category killer or other big box use would be a more
          logical choice.

     In the following section we will discuss trends which have become apparent
over the past several years involving sales of regional malls.

Regional Mall Property Sales

     Evidence has shown that mall property sales which include anchor stores
have lowered the square foot unit prices for some comparables, and have affected
investor perceptions. In our discussions with major shopping center owners and
investors, we learned that capitalization rates and underwriting criteria have
become more sensitive to the contemporary issues affecting department store
anchors. Traditionally, department stores have been an integral component of a
successful shopping center and, therefore, of similar investment quality if they
were performing satisfactorily.

     During the 1980's a number of acquisitions, hostile take-overs and
restructurings occurred in the department store industry which changed the
playing field forever. Weighted down by intolerable debt, combined with a
slumping economy and a shift in shopping patterns, the end of the decade was
marked by a number of bankruptcy filings unsurpassed in the industry's history.
Evidence of further weakening continued into 1991-1992 with filings by such
major firms as Carter Hawley Hale, P.A. Bergner & Company, and Macy's. In early
1994,

================================================================================

                                      -50-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>

                                                  Sales Comparison Approach
================================================================================

Woodward & Lothrop announced their bankruptcy involving two department store
divisions that dominate the Philadelphia and Washington D.C. markets. Most of
the stores have since been acquired by the May Department Stores Company,
effectively ending the existence of the 134 year old Wanamaker name, the
nation's oldest department store company.

     More recently, however, department stores have been reporting a return to
profitability resulting from increased operating economies and higher sales
volumes. Sears, once marked by many for extinction, has more recently won the
praise of analysts. Federated Department Stores has also been acclaimed as a
text book example on how to successfully emerge from bankruptcy. They have
merged with Macy's and more recently acquired the Broadway chain to form one of
the nation's largest department store companies. The trend of continued
consolidation and vulnerability of the regional chains continues into 1996.

     With all this in mind, investors are looking more closely at the strength
of the anchors when evaluating an acquisition. Most of our survey respondents
were of the opinion that they were indifferent to acquiring a center that
included the anchors versus stores that were independently owned if they were
good performers. However, where an acquisition includes anchor stores, the
resulting cash flow is typically segregated with the income attributed to
anchors (base plus percentage rent) analyzed at a higher cap rate then that
produced by the mall shops.

     However, more recent data suggests that investors are becoming more
troubled by the creditworthiness of the mall shops. With an increase in
bankruptcies, store closures and consolidations, we see investors looking more
closely at the strength and vulnerabilities of the in-line shops. As a result,
there has been a marked trend of increasing capitalization rates.

     Cushman & Wakefield has extensively tracked regional mall transaction
activity for several years. In this analysis we discuss sale trends since 1991.
Summary data sheets for the more recent period (1995 to 1996) are displayed on
the Following Pages. Summary information for prior years (1991 to 1994) are
maintained in our files. These sales are inclusive of good quality Class A or
B+/- properties that are dominant in their market. Also included are weaker
properties in second tier cities that have a narrower investment appeal. As
such, the mall sales presented in this analysis show a wide variety of prices on
a per unit basis, ranging from $59 per square foot up to $686 per square foot of
total GLA purchased. When expressed on the basis of mall shop GLA acquired, the
range is more broadly seen to be $93 to $686 per square foot. Alternatively, the
overall capitalization rates that can be extracted from each transaction range
from 5.60 percent to rates in excess of 11.0 percent.

    One obvious explanation for the wide unit variation is the inclusion (or
exclusion) of anchor store square footage which has the tendency to distort unit
prices for some comparables. Other sales include only mall shop area where small
space tenants have higher rents and higher retail sales per square foot. A
shopping center sale without anchors, therefore, gains all the benefits of
anchor/small space synergy without the purchase of the anchor square footage.
This drives up unit prices to over $250 per square foot, with most sales over
$300 per square foot of salable area. A brief discussion of historical trends in
mall transactions follows

================================================================================

                                      -51-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
=================================================================================================================================
REGIONAL MALL SALES                                                                                                          1995
1995 Transaction Chart
Cushman & Wakefield, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                                Shop             
Sale                               Sale   Year                      Total     Sold      Shop    Shop    Occu-   Sales             
 No.    Property/Location          Date   Built      Sale Price      GLA       GLA       GLA    Ratio   pancy    /sf      NOI     
=================================================================================================================================
<S>     <C>                        <C>     <C>       <C>            <C>      <C>        <C>      <C>     <C>     <C>  <C>         
95- 1   Queens Center              Dec-95  1973/     $108,000,000   625,659  $157,516   157,516  25.2%   99.0%   $686 $10,487,000 
        Elmhurst, NY                       90/95
- ---------------------------------------------------------------------------------------------------------------------------------
95- 2   Natick Mall                Dec-95  1994      $265,000,000 1,160,733   646,733   436,733  37.6%   99.0%   $416 $21,311,000 
        Natick, MA                      (redevel)
- ---------------------------------------------------------------------------------------------------------------------------------
95- 3   Ridgedale Center           Dec-95  1974/     $114,500,000 1,040,285   334,937   334,937  32.2%   97.0%   $339  $8,936,100 
        Minnetonka, MN                     82/93
- ---------------------------------------------------------------------------------------------------------------------------------
95- 4   Southland Mall             Dec-95  1970/      $82,500,000   902,000   318,606   318,606  35.3%   93.0%   $261  $7,143,200 
        Taylor, MI                         88/92
- ---------------------------------------------------------------------------------------------------------------------------------
95- 5   Smith Haven Mall           Dec-95  1969/     $221,000,000 1,351,913   813,786   505,626  37.4%   93.0%   $425 $17,127,500 
        Lake Grove, NY                       86
- ---------------------------------------------------------------------------------------------------------------------------------
95- 6   Capitola Mall              Dec-95  1977/      $52,500,000   577,396   577,396   197,396  34.2%   92.0%   $262  $4,987,500 
(1)     Capitola, CA                         88
- ---------------------------------------------------------------------------------------------------------------------------------
95- 7   Eastview Mall              Oct-95  1971/     $126,850,000 1,309,488   534,458   534,458  40.8%   88.0%   $290  $9,200,000 
(2)     Victor, NY                           95
- ---------------------------------------------------------------------------------------------------------------------------------
95- 8   Centre at Salisbury        Aug-95  1990       $78,000,000   884,825   744,825   278,915  31.5%   89.0%   $257  $7,020,000 
        Salisbury, MD        
- ---------------------------------------------------------------------------------------------------------------------------------
95- 9   Colonial Park Mall         Jul-95  1960/      $46,500,000   736,177   380,944   242,766  33.0%   96.0%   $275  $4,417,500 
        Harrisburg, PA                       90
- ---------------------------------------------------------------------------------------------------------------------------------
95- 10  Piedmont Mall              Jul-95  1983/      $39,000,000   534,135   409,135   188,049  35.2%   --      $250  $3,600,000 
        Danville, VA                         84
- ---------------------------------------------------------------------------------------------------------------------------------
95- 11  River Oaks Center          Jul-95  1978/      $26,200,000   574,657   493,791   219,099  38.1%   --      $200  $2,908,200 
        Decatur, AL                          89
- ---------------------------------------------------------------------------------------------------------------------------------
95- 12  Columbia Mall              Jul-95  1988       $27,650,000   351,364   351,364   128,024  36.4%   96.0%   $165  $2,958,500 
        Bloomsberg, PA       
- ---------------------------------------------------------------------------------------------------------------------------------
95- 13  Hot Springs Mall           Jul-95  1982       $22,775,000   389,914   318,033   156,000  40.0%   83.0%   $240  $2,277,500 
        San Jose, CA         
- ---------------------------------------------------------------------------------------------------------------------------------
95- 14  Westgate Mall              May-95  1960/      $43,000,000   649,185   448,268   253,993  39.1%   77.9%   $191  $4,096,457 
        San Jose, CA                         89
- ---------------------------------------------------------------------------------------------------------------------------------
95- 15  Silver City Galleria       Apr-95  1992      $159,106,000 1,005,595   749,595   349,107  34.7%   96.0%   $290 $13,219,000 
        East Taunton, MA     
- ---------------------------------------------------------------------------------------------------------------------------------
95- 16  Westgate Mall              Apr-95  1975       $25,300,000   768,000   449,974   272,630  35.5%   85.0%   $240  $2,403,500 
        Spartanburg, SC      
- ---------------------------------------------------------------------------------------------------------------------------------
95- 17  Hanover Mall               Jan-95  1971/      $38,000,000   649,130   649,130   298,531  46.0%   90.0%   $204  $3,811,400 
        Hanover, MA                          93
- ---------------------------------------------------------------------------------------------------------------------------------
95- 18  Greenbrier Mall            Jan-95  1981       $84,700,000   774,201   594,201   318,595  41.2%   96.0%   $250  $6,600,000 
        Chesapeake, VA       
- ---------------------------------------------------------------------------------------------------------------------------------
95- 19  Galleria at Tyler          Jan-95  1970/     $123,750,000 1,044,536   431,640   411,640  39.4%   86.0%   $244  $9,600,000 
(3)     Riverside, CA                        91
=================================================================================================================================

        Survey Low                                    $22,775,000   351,364   157,516   128,024  25.2%   77.9%   $165  $2,277,500 
        Survey High                                  $265,000,000 1,351,913   813,786   534,458  46.0%   99.0%   $686 $21,311,000 

- ---------------------------------------------------------------------------------------------------------------------------------
        Survey Mean:                                  $88,649,000   806,800   494,965   294,875  36.5%   91.5%   $289  $7,479,177 
=================================================================================================================================
</TABLE>



<TABLE>
=================================================================================================================================
REGIONAL MALL SALES                                                                                                          1995
1995 Transaction Chart (continued)
Cushman & Wakefield, Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                     Capitalization  Rates               Unit Rate Comparison              
                                                     ---------------------               --------------------
Sale                                                   Going-In Terminal                Price/GLA     Price/Mall   Sales   
No.    Property/Location                 NOI/sf           OAR     OAR       IRR          Purchased     Shop GLA   Multiple 
=================================================================================================================================
<S>     <C>                              <C>             <C>      <C>       <C>            <C>           <C>       <C>
95- 1   Queens Center                    $66.58          9.71%    --        --             $686          $686      1.00    
        Elmhurst, NY                                                                                                       
- ---------------------------------------------------------------------------------------------------------------------------------
95- 2   Natick Mall                      $32.95          8.04%     8.00%    10.75%         $410          $607      1.46    
        Natick, MA                                                                                                         
- ---------------------------------------------------------------------------------------------------------------------------------
95- 3   Ridgedale Center                 $26.68          7.80%    --        11.00%         $342          $342      1.01    
        Minnetonka, MN                                                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
95- 4   Southland Mall                   $22.42          8.66%    --        11.75%         $259          $259      0.99    
        Taylor, MI                                                                                                         
- ---------------------------------------------------------------------------------------------------------------------------------
95- 5   Smith Haven Mall                 $21.05          7.75%     8.25%    11.10%         $272          $437      1.03    
        Lake Grove, NY                                                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
95- 6   Capitola Mall                     $8.64          9.50%    --        --              $91          $266      1.02    
(1)     Capitola, CA                                                                                                       
- ---------------------------------------------------------------------------------------------------------------------------------
95- 7   Eastview Mall                    $17.21          7.25%    --        12.00%         $237          $237      0.82    
(2)     Victor, NY                                                                                                         
- ---------------------------------------------------------------------------------------------------------------------------------
95- 8   Centre at Salisbury               $9.43          9.00%    --        --             $105          $280      1.09    
        Salisbury, MD                                                                                                      
- ---------------------------------------------------------------------------------------------------------------------------------
95- 9   Colonial Park Mall               $11.60          9.50%    --        --             $122          $192      0.70    
        Harrisburg, PA                                                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
95- 10  Piedmont Mall                     $8.80          9.23%    --        --              $95          $207      0.83    
        Danville, VA                                                                                                       
- ---------------------------------------------------------------------------------------------------------------------------------
95- 11  River Oaks Center                 $5.89         11.10%    --        --              $53          $120      0.60    
        Decatur, AL                                                                                                        
- ---------------------------------------------------------------------------------------------------------------------------------
95- 12  Columbia Mall                     $8.42         10.70%    --        --              $79          $216      1.31    
        Bloomsberg, PA                                                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
95- 13  Hot Springs Mall                  $7.16         10.00%    --        --              $72          $146      0.61    
        San Jose, CA                                                                                                       
- ---------------------------------------------------------------------------------------------------------------------------------
95- 14  Westgate Mall                     $9.14          9.53%    --        --              $96          $169      0.89    
         San Jose, CA                                                                                                      
- ---------------------------------------------------------------------------------------------------------------------------------
95- 15  Silver City Galleria             $17.63          8.31%     8.00%    11.00%         $212          $456      1.57    
        East Taunton, MA                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
95- 16  Westgate Mall                     $5.34          9.50%    --        --              $56           $93      0.39    
        Spartanburg, SC                                                                                                    
- ---------------------------------------------------------------------------------------------------------------------------------
95- 17  Hanover Mall                      $5.87         10.03%    --        --              $59          $127      0.62    
        Hanover, MA                                                                                                        
- ---------------------------------------------------------------------------------------------------------------------------------
95- 18  Greenbrier Mall                  $11.11          7.79%     8.00%    11.50%         $143          $266      1.06    
        Chesapeake, VA                                                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
95- 19  Galleria at Tyler                $22.24          7.76%     8.00%    10.50%         $287          $301      1.23    
(3)     Riverside, CA                                                                                                      
=================================================================================================================================

        Survey Low                        $5.34          7.25%     8.00%    10.50%          $53           $93      0.39    
        Survey High                      $66.58         11.10%     8.25%    12.00%         $686          $686      1.57    
- ---------------------------------------------------------------------------------------------------------------------------------
        Survey Mean:                     $16.74          9.13%     8.05%    11.20%         $193          $284      0.96    

=================================================================================================================================
</TABLE>

- ---------------------------------
(1) Cash equivalent price.
(2) Includes 62,770 square foot strip center.
(3) Net of allocation for excess land.  Sale includes cinema.


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



<TABLE>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                          1996
1996 Transaction Chart
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                                        Mall   Mall 
Sale                               Sale    Year        Grantor/                                      Total      Sold    Shop   Shop 
 No.    Property/Location          Date    Built       Grantee                        Sale Price      GLA       GLA     GLA    Ratio
====================================================================================================================================
<S>      <C>                       <C>     <C>     <C>                               <C>           <C>         <C>     <C>     <C>  
96- 1    Old Orchard 
         Shopping Center           Dec-96  1956/   Zell Merrill Lynch RE Opport:/    $266,000,000  1,800,000   955,752 550,000 30.6%
         Skokie, Ilinois                     95    Urban Shopping Centers, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
96- 2    Citicorp Package          Dec-96          Citicorp Real Estate/             $125,100,000  2,641,616   964,348 829,938 31.4%
         1) Buenaventura Mall              1964/   The Macerich Company
            Ventura, California              95
         2) Fresno Fashion Fair           1970
            Fresno, California
         3) Huntington Center Mall         1966/
            Huntington, California           93
- ------------------------------------------------------------------------------------------------------------------------------------
96- 3    Forbes/Cohen Package      Dec-96          Forbes/Cohen Properties/          $134,000,000  1,841,236 1,036,827 699,514 38.0%
         1) Westwood Mall                  1972    General Growth Properties
            Jackson, Michigan
         2) Lakeview Square                1983
            Battle Creek, Michigan
         3) Lansing Mall                   1969/
            Lansing, Michign                 88
- ------------------------------------------------------------------------------------------------------------------------------------
96- 4    Rimrock Mall              Dec-96  1975    Trizec Hahn Centers/               $43,900,000    583,112   406,140 267,840 45.9%
         Billings, MT                              The Macerich Company
- ------------------------------------------------------------------------------------------------------------------------------------
96- 5    Vintage Faire Mall        Dec-96  1977/   Trizec Hahn Centers/               $74,300,000  1,052,701   611,352 352,352 33.5%
         Modesto, CA                         97    The Macerich Company
- ------------------------------------------------------------------------------------------------------------------------------------
96- 6    La Cumbre Plaza           Dec-96  1967/   Trizec Hahn Centers/               $22,225,000    476,360   176,360 176,360 37.0%
(1)      Santa Barbara, California           89    Taubman Realty Group, LP
- ------------------------------------------------------------------------------------------------------------------------------------
96- 7    Valley Fair Mall          Dec-96  1970/   Safco/                             $35,000,000    608,000   608,000 265,298 43.6%
         West Valley City, Utah              86    Excel Realty Trust, Inc
- ------------------------------------------------------------------------------------------------------------------------------------
96- 8    Quail Springs Mall        Nov-96  1981    Equitable Life Assurance Society/  $47,345,700  1,016,909   329,056 329,056 32.4%
(2)      Oklahoma City, Oklahoma                   General Growth Properties, Inc
- ------------------------------------------------------------------------------------------------------------------------------------
96- 9    St. Clair Square          Nov-96  1974/   Prudential Property Companies/     $86,400,000  1,044,781   307,791 307,791 29.5%
(2)      Fairview Heights, IL                93    CBL & Associates
- ------------------------------------------------------------------------------------------------------------------------------------
96- 10   South Park Mall           Nov-96  1970    BAC, Inc (Belk Brothers Prop.)/   $153,000,000  1,142,345   353,003 353,003 30.9%
(2)      Charlotte, North Carolina                 HRE Charlotte, Inc
- ------------------------------------------------------------------------------------------------------------------------------------
96- 11   Sooner Mall               Nov-96  1976/   Equitable Life Assurance Society/  $26,775,000    503,891   367,482 198,939 39.5%
         Norman, Oklahoma                    89    General Growth Properties, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
96- 12   Park Mall                 Oct-96  1974    Kivel Realty Investments/          $49,950,000    909,000   489,000 390,687 43.0%
         Tucson, Arizona                           General Growth Properties, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
96- 13   Valley View Center        Oct-96  1973/   LaSalle Street Fund/               $85,500,000  1,567,000   729,481 496,481 31.7%
         Dallas, TX                        83/96   The Macerich Company
- ------------------------------------------------------------------------------------------------------------------------------------
96- 14   The Mall At Johnson City  Oct-96  1971/   Johnson City Malll Assoc./         $42,750,000    557,715   557,715 223,110 40.0%
(3)      Johnson City, Tennessee           1981    Glimcher Realty Trust
- ------------------------------------------------------------------------------------------------------------------------------------
96- 15   Briarcliffe Mall          Jul-96  1986/   Briarcliff Mall Ltd. Partnership/  $42,200,000    488,426   460,426 235,544 48.2%
         Myrtle Beach,                       94    Colonial Properties Trust
         South Carolina                      
- ------------------------------------------------------------------------------------------------------------------------------------
96- 16   Fairlane Town Center      Jul-96  1976    Pacific Telesis Pension Trust/     $91,500,000  1,519,000   629,000 629,000 41.4%
         Dearborn, Michigan                        Taubman Realty
- ------------------------------------------------------------------------------------------------------------------------------------
96- 17   Paseo Nuevo Center        Jun-96  1990    JMB Realty Corp./                  $37,000,000    434,837   136,841 136,841 31.5%
         Santa Barbara, California                 Taubman Realty
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                          1996
1996 Transaction Chart (continued)
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                 Mall                           Capitalization Rates    Unit Rate Comparison
                                                 Shop                          ---------------------    --------------------
                                        Occu-    Sales                          Going-In Terminal       Price/GLA Price/Mall Sales
                                        pancy     /sf      NOI         NOI/sf      OAR      OAR     IRR Purchased  Shop GLA Multiple
====================================================================================================================================
<S>      <C>                            <C>     <C>   <C>              <C>        <C>        <C>      <C>  <C>        <C>     <C> 
96- 1    Old Orchard
         Shopping Center                88.0%   $350   $21,546,000     $22.54      8.10%     --       --   $278       $484    1.38
         Skokie, Ilinois
- ------------------------------------------------------------------------------------------------------------------------------------
96- 2    Citicorp Package                 --    $260   $13,135,500     $13.62     10.50%     --       --   $130       $151    0.58
         1) Buenaventura Mall
            Ventura, California
         2) Fresno Fashion Fair
            Fresno, California
         3) Huntington Center Mall
            Huntington, California
- ------------------------------------------------------------------------------------------------------------------------------------
96- 3    Forbes/Cohen Package           85.0%   $233   $14,070,000     $13.57     10.50%      --       --   $129       $192   0.82
         1) Westwood Mall                                                                                                     
            Jackson, Michigan                                                                                                 
         2) Lakeview Square                                                                                                   
            Battle Creek, Michigan                                                                                            
         3) Lansing Mall                                                                                                      
            Lansing, Michign                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
96- 4    Rimrock Mall                     --    $231    $4,346,100     $10.70      9.90%     --       --   $108       $164    0.71
         Billings, MT
- ------------------------------------------------------------------------------------------------------------------------------------
96- 5    Vintage Faire Mall               --    $263    $6,761,300     $11.06      9.10%     --       --   $122       $211    0.80
         Modesto, CA
- ------------------------------------------------------------------------------------------------------------------------------------
96- 6    La Cumbre Plaza                90.0%   $387    $2,667,000     $15.12     12.00%     --       --   $126       $126    0.33
(1)      Santa barbara, California
- ------------------------------------------------------------------------------------------------------------------------------------
96- 7    Valley Fair Mall               85.0%   $250    $4,000,000      $6.58     11.43%     --       --    $58       $132    0.53
         West Valley City, Utah
- ------------------------------------------------------------------------------------------------------------------------------------
96- 8    Quail Springs Mall             77.1%   $215    $4,882,760     $14.84     10.31%     --       --   $144       $144    0.67
(2)      Oklahoma City, Oklahoma
- ------------------------------------------------------------------------------------------------------------------------------------
96- 9    St. Clair Square               93.7%   $330    $7,733,000     $25.12      8.95%     --       --   $281       $281    0.85
(2)      Fairview Heights, IL
- ------------------------------------------------------------------------------------------------------------------------------------
96- 10   South Park Mall                98.0%   $400   $10,710,000     $30.34      7.00%     --       --   $433       $433    1.08
(2)      Charlotte, North Carolina
- ------------------------------------------------------------------------------------------------------------------------------------
96- 11   Sooner Mall                    80.0%   $225    $2,948,969      $8.02     11.01%    11.00%    --    $73       $135    0.60
         Norman, Oklahoma
- ------------------------------------------------------------------------------------------------------------------------------------
96- 12   Park Mall                      85.0%   $225    $4,995,000     $10.21     10.00%     --       --   $102       $128    0.57
         Tucson, Arizona
- ------------------------------------------------------------------------------------------------------------------------------------
96- 13   Valley View Center               --    $228    $7,994,250     $10.96      9.35%     --       -- 
  $117       $172    0.76
         Dallas, TX
- ------------------------------------------------------------------------------------------------------------------------------------
96- 14   The Mall At Johnson City       81.0%   $236    $4,338,750      $7.78     10.15%    10.00%   11.50% $77       $192    0.81
(3)      Johnson City, Tennessee
- ------------------------------------------------------------------------------------------------------------------------------------
96- 15   Briarcliffe Mall               95.0%   $225    $4,384,580      $9.52     10.39%    10.50%   14.00% $92       $179    0.80
         Myrtle Beach,
         South Carolina
- ------------------------------------------------------------------------------------------------------------------------------------
96- 16   Fairlane Town Center           90.0%   $275    $7,091,250     $11.27      7.75%     --       --   $145       $145    0.53
         Dearborn, Michigan
- ------------------------------------------------------------------------------------------------------------------------------------
96- 17   Paseo Nuevo Center             90.0%   $380    $4,070,000     $29.74     11.00%     --       --   $270       $270    0.71
         Santa Barbara, California
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                          1996
1996 Transaction Chart
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                                        Mall   Mall 
Sale                               Sale    Year        Grantor/                                      Total      Sold    Shop   Shop 
 No.    Property/Location          Date    Built       Grantee                        Sale Price      GLA       GLA     GLA    Ratio
====================================================================================================================================
<S>      <C>                       <C>     <C>     <C>                              <C>             <C>       <C>      <C>     <C>  
96- 18   Fashion Show Mall         Jun-96  1981/   Howard Hughes Corporation/       $164,400,000    840,000   308,000  308,000 36.7%
         Skokie, Ilinois                     93    Rouse Company
- ------------------------------------------------------------------------------------------------------------------------------------
96- 19   Charlottesville 
         Fashion Sq.               May-96  1980    Leonard Farber, Inc/              $37,250,000    574,953   410,300  193,800 33.7%
         Charlottesville, Virginia                 Shopping Center Associates
- ------------------------------------------------------------------------------------------------------------------------------------
96- 20   Grand Teton Mall          Apr-96  1984/   Equitable/                        $34,375,000    521,048   521,048  198,958 38.2%
         Idaho Falls, Idaho                  90    J.P. Realty, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
96- 21   Danbury Fair Mall         Mar-96  1986/   Danbury Fair Mall Associates/    $254,000,000  1,270,146   499,868  499,868 39.4%
         Danbury, Connecticut                91    Fair Properties Inc.(Private REIT)
- ------------------------------------------------------------------------------------------------------------------------------------
96- 22   Charlestowne Mall         Mar-96  1991/   Charwil Associates/              $126,344,000    824,900   744,900  315,297 38.2%
         St. Charles, Illinois             93/95   Fox Properties (Private REIT)
- ------------------------------------------------------------------------------------------------------------------------------------
96- 23   Fashion Square 
         Sherman Oaks              Mar-96  1962/   Prudential Assurance Comp./      $125,000,000    837,147   365,000  365,000 43.6%
         Sherman Oaks, California            90    City Freeholds
- ------------------------------------------------------------------------------------------------------------------------------------
96- 24   Regency Square Mall       Feb-96  1967/   N American Property Unit Tr./    $119,200,000  1,341,631   530,000  530,000 39.5%
         Jacksonville, Florida               93    MEPC PLC
- ------------------------------------------------------------------------------------------------------------------------------------
96- 25   Valley Plaza Center       Feb-96  1967/   N American Property Unit Tr./     $91,000,000  1,073,587   381,000  381,000 35.5%
         Bakersfield, California             90    MEPC PLC
- ------------------------------------------------------------------------------------------------------------------------------------
96- 26   Clearview Mall            Feb-96   1981   Metropolitan Life Insurance/      $27,000,000    500,454   359,896  198,684 39.7%
         Butler, Pennsylvania                      Clearview Mall Associates
====================================================================================================================================

         Survey Low                                                                  $22,225,000   $434,837  $136,841 $136,841 29.5%
         Survey High                                                                $266,000,000  2,641,616 1,036,827  829,938 48.2%

- ------------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                                                                $90,058,258    998,877   509,176  362,783 37.4%
====================================================================================================================================
</TABLE>


<TABLE>
====================================================================================================================================
REGIONAL MALL SALES                                                                                                          1996
1996 Transaction Chart (continued)
Cushman & Wakefield, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                Mall                         Capitalization Rates      Unit Rate Comparison
                                                Shop                         ---------------------     --------------------
                                        Occu-   Sales                          Going-In Terminal       Price/GLA Price/Mall  Sales
                                        pancy    /sf      NOI         NOI/sf     OAR       OAR     IRR Purchased  Shop GLA Multiple
====================================================================================================================================
<S>      <C>                            <C>     <C>   <C>             <C>        <C>        <C>     <C>  <C>        <C>     <C> 
96- 18   Fashion Show Mall              93.0%   $455  $12,330,000     $40.03     7.50%        --     --    $534       $534    1.17  
         Skokie, Ilinois                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
96- 19   Charlottesville                                                                                                            
         Fashion Sq.                     95.0%   $275   $3,445,600      $8.40     9.25%        --      --    $91       $192    0.70
         Charlottesville, Virginia                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------
96- 20   Grand Teton Mall               95.7%   $234   $3,550,000      $6.81    10.33%        --      --    $66       $173    0.74
         Idaho Falls, Idaho                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
96- 21   Danbury Fair Mall              90.0%   $400  $17,780,000     $35.57     7.00%        --   12.00%  $508       $508    1.27  
         Danbury, Connecticut                                                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
96- 22   Charlestowne Mall             
 85.0%   $220   $9,500,000     $12.75     7.52%        --   12.00%  $170       $401    1.82  
         St. Charles, Illinois                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
96- 23   Fashion Square                                                                                                             
         Sherman Oaks                   90.0%   $300  $10,625,000     $29.11     8.50%        --   10.60%  $342       $342    1.14  
         Sherman Oaks, California                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
96- 24   Regency Square Mall            96.0%   $260   $9,178,400     $17.32     7.70%        --      --   $225       $225    0.87  
         Jacksonville, Florida                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
96- 25   Valley Plaza Center            98.0%   $250   $6,643,000     $17.44     7.30%        --      --   $239       $239    0.96  
         Bakersfield, California                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
96- 26   Clearview Mall                 94.0%   $206   $2,881,100      $8.01    10.67%        --      --    $75       $136    0.66  
         Butler, Pennsylvania                                                                                                       
====================================================================================================================================
                                                                                                                                    
         Survey Low                     77.1%   $206   $2,667,000      $6.58     7.00%     10.00%  10.60%   $58       $126    0.33  
                                                                                                                                    
         Survey High                    98.0%   $455  $21,546,000     $40.03    12.00%     11.00%  14.00%  $534       $534    1.82  

- ------------------------------------------------------------------------------------------------------------------------------------
         Survey Mean:                   89.8%   $281   $7,754,137     $16.40     9.35%     10.50%  12.02%  $190       $242    0.84  
====================================================================================================================================
</TABLE>
- ----------
(1) Reflects sale of leasehold estate with 32 years remaining on ground lease.
(2) Adjusted to reflect 100% interest.
(3) Actual sales price of $44.5 million adjusted to reflect free rent.
- --------------------------------------------------------------------------------


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

     o    The fourteen sales included for 1991 show a mean price per square foot
          sold of $282. On the basis of mall shop GLA sold, these sales present
          a mean of $357. Sales multiples range from .74 to 1.53 with a mean of
          1.17. Capitalization rates range from 5.60 to 7.82 percent with an
          overall mean of 6.44 percent. The mean terminal capitalization rate is
          approximately 100 basis points higher, or 7.33 percent. Yield rates
          range between 10.75 and 13.00 percent, with a mean of 11.52 percent
          for those sales reporting IRR expectancies.

     o    In 1992, the eleven transactions display prices ranging from $136 to
          $511 per square foot of GLA sold, with a mean of $259 per square foot.
          For mall shop area sold, the 1992 sales suggest a mean price of $320
          per square foot. Sales multiples range from .87 to 1.60 with a mean of
          1.07. Capitalization rates range between 6.00 and 7.97 percent with
          the mean cap rate calculated at 7.31 percent for 1992. For sales
          reporting a going-out cap rate, the mean is shown to be 7.75 percent.
          Yield rates range from 10.75 to around 12.00 percent with a mean of
          11.56 percent.

     o    For 1993, a total of sixteen transactions have been tracked. These
          sales show an overall average sale price of $242 per square foot based
          upon total GLA sold and $363 per square foot based solely upon mall
          GLA sold. Sales multiples range from .65 to 1.82 and average 1.15.
          Capitalization rates continued to rise in 1993, showing a range
          between 7.00 and 10.10 percent. The overall mean has been calculated
          to be 7.92 percent. For sales reporting estimated terminal cap rates,
          the mean is also equal to 7.92 percent. Yield rates for 1993 sales
          range from 10.75 to 12.50 percent with a mean of 11.53 percent for
          those sales reporting IRR expectancies. On balance, the year was
          notable for the number of dominant Class A malls which transferred.

     o    Sales data for 1994 shows fourteen confirmed transactions with an
          average unit price per square foot of $197 per square foot of total
          GLA sold and $288 per square foot of mall shop GLA. Sales multiples
          range from .57 to 1.43 and average .96. The mean going-in
          capitalization rate is shown to be 8.37 percent. The residual
          capitalization rates average 8.13 percent. Yield rates range from
          10.70 to 11.50 percent and average 11.17 percent. During 1994, many of
          the closed transactions involved second and third tier malls. This
          accounted for the significant drop in unit rates and corresponding
          increase in cap rates. Probably the most significant sale involved the
          Riverchase Galleria, a 1.2 million square foot center in Hoover,
          Alabama. LaSalle Partners purchased the mall of behalf of the
          Pennsylvania Public School Employment Retirement System for $175.0
          million. The reported cap rate was approximately 7.4 percent.

================================================================================

                                      -55-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

     o    Cushman & Wakefield has researched 19 mall transactions for 1995. With
          the exception of possibly Natick Mall and Smith Haven Mall, by and
          large the quality of malls sold are lower than what has been shown for
          prior years. For example, the average transaction price has been
          slipping. In 1993, the peak year, the average deal was nearly $133.8
          million. In 1995, it is shown to be $88.6 million which is even skewed
          upward by Natick and Smith Haven Malls which had a combined price of
          $486.0 million. The average price per square foot of total GLA sold is
          calculated to be $193 per square foot. The range in values of mall GLA
          sold are $93 to $686 with an average of $285 per square foot. The
          upper end of the range is formed by Queens Center with mall shop sales
          of nearly $700 per square foot. Characteristics of these lesser
          quality malls would be higher initial capitalization rates. The range
          for these transactions is 7.25 to 11.10 percent with a mean of 9.13
          percent. Most market participants indicated that continued turmoil in
          the retail industry will force cap rates to move higher.

     o    1996 has been the most active year in recent times in terms of
          transactions. REIT's have far and away been the most active buyers. We
          believe this increase in activity is a result of a combination of
          dynamics. The liquidity of REIT's as well as the availability of
          capital has made acquisitions much easier. In addition, sellers have
          become much more realistic in there pricing, recognizing that the long
          term viability of a regional mall requires large infusions of capital.
          The 26 transactions we have tracked range in size from approximately
          $22.2 million to $266.0 million. The malls sold also run the gamut of
          quality ranging from several secondary properties in small markets to
          such higher profile properties as Old Orchard Shopping Center in
          Chicago and South Park Mall in Charlotte. Sale prices per SF of mall
          shop GLA range from $126 to $534 with a mean of $242. REIT's primary
          focus on initial return with their underwriting centered on in place
          income. As such, capitalization rates ranged from 7.0 percent to 12.0
          percent with a mean of 9.35 percent.

     While these unit prices implicitly contain both the physical and economic
factors affecting the real estate, the statistics do not explicitly convey many
of the details surrounding a specific property. Thus, this single index to the
valuation of the subject property has limited direct application. The price per
square foot of mall shop GLA acquired yields one common form of comparison.
However, this can be distorted if anchor and/or other major tenants generate a
significant amount of income. Chart A, following, shows this relationship along
with other selected indices.

================================================================================

                                       -56- 

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

================================================================================
                                    CHART A*
                            Selected Average Indices
================================================================================
Transaction    Price/SF of Total     Price/SF of Mall Shops   Mean Sales  Mean  
   Year         GLA Range/Mean**       Range/Overall Mean      Multiple    OAR  
================================================================================
  1991             $156 - $556          $203 - $556              1.17     6.44%
                      $282                 $357                                 
- --------------------------------------------------------------------------------
  1992             $136 - $511          $226 - $511              1.07     7.31%
                      $259                 $320                                 
- --------------------------------------------------------------------------------
  1993             $ 73 - $471          $173- $647               1.15     7.92%
                      $242                 $363                                 
- --------------------------------------------------------------------------------
  1994             $ 83 - $378          $129 - $502              0.96     8.37%
                      $197                 $288                                 
- --------------------------------------------------------------------------------
  1995             $ 53 - $686          $ 93 - $686              0.96     9.13%
                      $193                 $284                                 
- --------------------------------------------------------------------------------
  1996             $ 58- $534          $126- $534                0.84     9.35%
                      $190                 $242                                 
================================================================================
 *    Includes all transactions for particular year                           

 **   Based on total GLA acquired
================================================================================

     The chart above shows that the annual average price per square foot of
total GLA acquired has ranged from $190 to $282 per square foot. A declining
trend has been in evidence as cap rates have risen. As discussed, one of the
factors which may influence the unit rate is whether or not anchor stores are
included in the total GLA which is transferred. Thus, a further refinement can
be made between those malls which have transferred with anchor space and those
which have included only mall GLA. The price per square foot of mall shop GLA
has declined from a high of $357 per square foot in 1991 to $242 per square foot
in 1 996.

    In order to gain a better perspective into this measure, we can isolate
only those sales which involved a transfer of the mall shop GLA. Chart B,
following, makes this distinction. We have displayed only the more recent
transactions (1995-1996).

================================================================================

                                      -57-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

================================================================================
                                    CHART B
                         Regional Mall Sales Involving
                              Mall Shop Space Only
================================================================================
                  1995                          1996
================================================================================
          Sale    Unit       NOI        Sale     Unit      NOI Per
           No.    Rate      Per SF       No.     Rate        SF
================================================================================
         95- 1    $686      $66.58      96- 6    $126       $15.12
- --------------------------------------------------------------------------------
         95- 3    $342      $26.68      96- 8    $144       $14.84
- --------------------------------------------------------------------------------
         95- 4    $259      $22.42      96- 9    $281       $25.12
- --------------------------------------------------------------------------------
         95- 7    $237      $17.21      96-10    $433       $30.34
- --------------------------------------------------------------------------------
                                        96-16    $145       $11.27
- --------------------------------------------------------------------------------
                                        96-17    $270       $29.74
- --------------------------------------------------------------------------------
                                        96-18    $534       $40.03
- --------------------------------------------------------------------------------
                                        96-21    $508       $35.57
- --------------------------------------------------------------------------------
                                        96-23    $342       $29.11
- --------------------------------------------------------------------------------
                                        96-24    $225       $17.32
- --------------------------------------------------------------------------------
                                        96-25    $239       $17.44
================================================================================
         Mean     $381     $33.22                $295       $24.17
================================================================================

     From the above we see that the mean unit rate for sales involving mall shop
GLA only has ranged from approximately $126 to $686 per square foot with yearly
averages of $295 and $381 per square foot for the most recent two year period.
We recognized that these averages may be skewed somewhat by the size of the
sample, particularly in 1995.

     Alternately, where anchor store GLA has been included in the sale, the unit
rate is shown to range widely from $53 to $410 per square foot of salable area,
indicating a mean of $143 per square foot in 1995, and only $113 per square foot
in 1996. Chart C, following, depicts this data.

================================================================================

                                      -58-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
================================================================================

================================================================================
                                    CHART C
                         Regional Mall Sales Involving
                           Mall Shops and Anchor GLA
================================================================================
              Sale    Unit     NOI      Sale      Unit      NOI
               No.    Rate    Per SF     No.      Rate     Per SF
================================================================================
             95- 2    $410    $32.95     96- 1    $278     $22.54
- --------------------------------------------------------------------------------
             95- 5    $272    $21.05     96- 2    $130     $13.62
- --------------------------------------------------------------------------------
             95- 6    $ 91    $ 8.64     96- 3    $129     $13.57
- --------------------------------------------------------------------------------
             95- 8    $105    $ 9.43     96- 4    $108     $10.70
- --------------------------------------------------------------------------------
             95- 9    $122    $11.60     96- 5    $122     $11.06
- --------------------------------------------------------------------------------
             95-10    $ 95    $ 8.80     96- 7    $ 58     $ 6.58
- --------------------------------------------------------------------------------
             95-11    $ 53    $ 5.89     96-11    $ 73     $ 8.02
- --------------------------------------------------------------------------------
             95-12    $ 79    $ 8.42     96-12    $102     $10.21
- --------------------------------------------------------------------------------
             95-13    $ 72    $ 7.16     96-13    $117     $10.96
- --------------------------------------------------------------------------------
             95-14    $ 96    $ 9.14     96-14    $ 77     $ 7.78
- --------------------------------------------------------------------------------
             95-15    $212    $17.63     96-15    $ 92     $ 9.52
- --------------------------------------------------------------------------------
             95-16    $ 56    $ 5.34     96-19    $ 91     $ 8.40
- --------------------------------------------------------------------------------
             95-17    $ 59    $ 5.87     96-20    $ 66     $ 6.81
- --------------------------------------------------------------------------------
             95-18    $143    $11.11     96-22    $170     $12.75
- --------------------------------------------------------------------------------
             95-19    $287    $22.24     96-26    $ 75     $ 8.01
================================================================================
             Mean     $143    $12.35      Mean    $113     $10.70
================================================================================
* Sale included peripheral GLA
================================================================================

Analysis of Sales

     Within Charts B and C, we have presented a summary of several transactions
involving regional and super-regional-sized retail shopping malls from which
price trends may be identified for the extraction of value parameters. These
transactions have been segregated by year of acquisition so as to lend
additional perspective on our analysis. Comparability in both physical and
economic characteristics are the most important criteria for analyzing sales in
relation to the subject property. However, it is also important to recognize the
fact that regional shopping malls are distinct entities by virtue of age and
design, visibility and accessibility, the market segmentation created by anchor
stores and tenant mix, the size and purchasing power of the particular trade
area, and competency of management. Thus, the Sales Comparison Approach, when
applied to a property such as the subject can, at best, only outline the
parameters in which the typical investor operates. The majority of these sales
transferred either on an all cash (100 percent equity) basis or its equivalent
utilizing market-based financing. Where necessary, we have adjusted the purchase
price to its cash equivalent basis for the purpose of comparison.

     As suggested, sales which include anchors typically have lower square foot
unit prices. In our discussions with major shopping center owners and investors,
we learned that capitalization rates and underwriting criteria have become more
sensitive to the contemporary issues dealing with the department store anchors.
As such, investors are looking more closely than ever at the strength of the
anchors when evaluating an acquisition.

================================================================================

                                      -59-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>




                                                  Sales Comparison Approach
================================================================================

     As the reader shall see, we have attempted to make comparisons of the
transactions to the subject primarily along economic lines. For the most part,
the transactions have involved dominant or strong Class A centers in top 50 MSA
locations which generally have solid, expanding trade areas and good income
profiles. Some of the other transactions are in decidedly inferior second tier
locations with limited growth potential and near term vacancy problems. These
sales tend to reflect lower unit rates and higher capitalization rates.

===============================
Application to Subject Property 
===============================

     Because the subject is theoretically selling both mall shop GLA and owned
department stores, we will look at the recent sales summarized in Chart C more
closely. As a basis for comparison, we will analyze the subject based upon
projected "stabilized" NOI. First year NOI has been projected to be $16.62 per
square foot (CY 1997), based upon 525,452+/- square feet of owned GLA.
Derivation of the subject's projected net operating income is presented in the
Income Capitalization Approach section of this report as calculated by the
Pro-Ject model. With projected NOI of $16.62 per square foot, the subject falls
toward the mid- to high-end of the range exhibited by most of the comparable
sales.

     Since the income that an asset will produce has direct bearing on the price
that a purchaser is willing to pay, it is obvious that a unit price which falls
at the mid- to high-end of the range indicated by the comparables would be
applicable to the subject. The subject's anticipated net income can be initially
compared to the composite mean of the annual transactions in order to place the
subject in a frame of reference. This is shown on the following chart.

================================================================================
         Sales Year     Mean NOI       Subject Forecast      Subject Ratio
================================================================================
           1991          $14.25              $16.62              116.6%
- --------------------------------------------------------------------------------
           1992          $16.01              $16.62              103.8%
- --------------------------------------------------------------------------------
           1993          $15.51              $16.62              107.2%
- --------------------------------------------------------------------------------
           1994          $15.62              $16.62              106.4%
- --------------------------------------------------------------------------------
           1995          $12.35              $16.62              134.6%
- --------------------------------------------------------------------------------
           1996          $10.70              $16.62              155.3%
================================================================================
*Data for years 1991-94 are retained in our files.                           
================================================================================

     With first year NOI forecasted at approximately 103.8 to 155.3 percent of
the mean of these sales in each year, the unit price which the subject property
would command should be expected to fall within a relative range.

================================================================================

                                      -60-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

Net Income Multiplier Method

     Many of the comparables were bought on expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment behavior
regarding regional malls. In order to quantify the appropriate adjustments to
the indicated per square foot unit values, we have compared the subject's first
year pro forma net operating income to the pro forma income of the individual
sale properties. In our opinion, a buyer's criteria for the purchase of a retail
property is predicated primarily on the property's income characteristics. Thus,
we have identified a relationship between the net operating income and the sales
price of the property. Typically, a higher net operating income per square foot
corresponds to a higher sales price per square foot. Therefore, this adjustment
incorporates factors such as location, tenant mix, rent levels, operating
characteristics, and building quality.

     Provided below, we have extracted the net income multiplier from those of
the improved sales, which have the most comparable economic characteristics to
the subject. The equation for the net income multiplier (NIM), which is the
inverse of the equation for the capitalization rate (OAR), is calculated as
follows:

   NIM =                 Sales Price
                         --------------------------
                         Net Operating Income


================================================================================
                        Net Income Multiplier Calculation
================================================================================
                                      Divided by    = Net Income
              Sale No.    Price/SF      NOI/SF       Multiplier
================================================================================
               95- 5       $272         $21.05         12.92
- --------------------------------------------------------------------------------
               95- 8       $105         $ 9.43         11.13
- --------------------------------------------------------------------------------
               95- 9       $122         $11.60         10.52
- --------------------------------------------------------------------------------
               95-15       $212         $17.63         12.02
- --------------------------------------------------------------------------------
               96- 5       $122         $11.06         11.03
- --------------------------------------------------------------------------------
               96-12       $102         $10.21          9.99
- --------------------------------------------------------------------------------
               96-13       $117         $10.96         10.68
- --------------------------------------------------------------------------------
               96-22       $170         $12.75         13.33
================================================================================
               Mean        $153         $13.09        $11.45
================================================================================

    Valuation of the subject property utilizing the net income multipliers
(NlMs) from the comparable properties accounts for the disparity of the net
operating incomes ($NOIs) per square foot between the comparables and the
subject. Within this technique, each of the adjusted NIMs are multiplied by the
$NOI per square foot of the subject, which produces an adjusted value indication
for the subject. The net operating income per square foot for the subject
property is calculated as the first year of the holding period, as detailed in
the Income Capitalization Approach section of this report.

================================================================================

                                      -61-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                                  Sales Comparison Approach
================================================================================


================================================================================
                           Adjusted Unit Rate Summary
================================================================================
                           Subject      Net Income       Indicated
                Sale No.   NOI/SF      X Multiplier     Price = $/SF
================================================================================
                 95- 5     $16.62         12.92             $215
- --------------------------------------------------------------------------------
                 95- 8     $16.62         11.13             $185
- --------------------------------------------------------------------------------
                 95- 9     $16.62         10.52             $175
- --------------------------------------------------------------------------------
                 95-15     $16.62         12.02             $200
- --------------------------------------------------------------------------------
                 96- 5     $16.62         11.03             $183
- --------------------------------------------------------------------------------
                 96-12     $16.62          9.99             $166
- --------------------------------------------------------------------------------
                 96-13     $16.62         10.68             $178
- --------------------------------------------------------------------------------
                 96-22     $16.62         13.33             $222
================================================================================
                 Mean      $16.62         11.45             $190
================================================================================

     From the process above, we see that the indicated net income multipliers
range from 9.99 to 12.92 with a mean of 11.45. The adjusted unit rates range
from $166 to $222 per square foot of owned GLA with a mean of $190 per square
foot.

     We recognize that the sale price per square foot of gross leasable area,
including land, implicitly contains both the physical and economic factors of
the value of a shopping center. Such statistics by themselves, however, do not
explicitly convey many of the details surrounding a specific income producing
property like the subject. Nonetheless, the process we have undertaken here is
an attempt to quantify the unit price based upon the subject's income producing
potential.

     In terms of the subject property, we see it as having good growth potential
in the near term, and good stability into the foreseeable future. In addition,
the subject will generally have a higher percentage of owned anchor space than
most of the comparables. While this adds stability to the cash flow, it also has
a limiting effect on the upside to the mall's income potential. On a stabilized
basis, base rent revenues are forecasted to increase by 2.6 percent per annum,
with net operating income growing by 2.0 percent.

     Considering the characteristics of the subject relative to the above, we
believe that a unit rate range slightly below the indicated mean of $170 to $180
per square foot is appropriate. Applying this unit rate range to 525,452+/-
square feet of owned GLA results in a value of approximately $89.3 million to
$94.6 million for the subject as shown below.

                        525,452 SF                  525,452 SF
                    x      $170                 x      $180
                    -----------                 -----------
                    $89,327,000                 $94,581,000


           Rounded Value Estimate - Market Sales Unit Rate Comparison
                           $89,300,000 to $94,600,000
                                 

================================================================================

                                      -62-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                                  Sales Comparison Approach
================================================================================

================
Value Conclusion
================

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. Since there is a dearth of transactions of comparable
properties in Puerto Rico, it was necessary to utilize sales of regional malls
in the United States. Since these properties have investment appeal that
pervades geographical political boundaries, this type of analysis has merit.

     After considering all of the available market data in conjunction with the
characteristics of the subject property, the indices of investment that
generated our value ranges are as follows:

Unit Price Per Square Foot

  Salable Square Feet:                   525,452+/- SF

  Price Per SF of Salable Area:          $170 to $180

  Indicated Value Range:                 $89,300,000 to $94,600,000

     The parameters above show a value range of approximately $89.3 to $94.6
million for the subject property. Based on our total analysis, relative to the
strengths and weaknesses of each methodology, it would appear that the Sales
Comparison Approach indicates a market value for the subject within the more
defined range of $91.0 to $93.0 million for the subject as of March 7, 1997.

                    Market Value - Sales Comparison Approach
                     Rounded to $91,000,000 to $93,000,000

================================================================================

                                      -63-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>




                                             INCOME CAPITALIZATION APPROACH
================================================================================

Introduction

     The Income Capitalization Approach is based upon the economic principle
that the value of a property capable of producing income is the present worth of
anticipated future net benefits. The net income projected is translated into a
present value indication using the capitalization process. There are various
methods of capitalization that are based on inherent assumptions concerning the
quality, durability and pattern of the income projection. Where the pattern of
income is irregular due to existing leases that will terminate at staggered,
future dates, or to an absorption or stabilization requirement on a newer
development, discounted cash flow analysis is the most accurate.

     Discounted Cash Flow Analysis (DCF) is a method of estimating the present
worth of future cash flow expectancies by individually discounting each
anticipated collection at an appropriate discount rate. The indicated market
value by this approach is the accumulation of the present worth of future
projected years' net income (before income taxes and depreciation) and the
present worth of the reversion (the estimated property value at the end of the
projection period). The estimated value of the reversion at the end of the
projection period is based upon capitalization of the next year's projected net
operating income. This is the more appropriate method to use in this assignment,
given the step up in lease rates and the long term tenure of retail tenants.

     A second method of valuation, using the Income Capitalization Approach, is
to directly capitalize a stabilized net income based on rates extracted from the
market or built up through mortgage equity analysis. This is a valid method of
estimating the market value of the property as of the achievement of stabilized
operations. The subject is operating at close to 100.0 percent occupancy.
Although, we have been unable to confirm any regional shopping center sales
within Puerto Rico, we have utilized this methodology in our analysis based on
sales within the United States, as a method of support.

Discounted Cash Flow Analysis

     The Discounted Cash Flow (DCF) produces an estimate of value through an
economic analysis of the subject property in which the net income generated by
the asset is converted into a capital sum at an appropriate rate. First, the
revenues which a fully informed investor can expect the subject to produce over
a specified time horizon are established through an analysis of the current rent
roll, as well as the rental market for similar properties. Second, the projected
expenses incurred in generating these gross revenues are deducted. Finally, the
residual net income is discounted into a capital sum at an appropriate rate
which is then indicative of the subject property's current value in the
marketplace.

     In this Income Capitalization Approach to the valuation of the subject, we
have utilized a ten year holding period for the investment with the cash flow
analysis commencing on January 1, 1997. Although an asset such as the subject
has a much longer useful life, investment analysis becomes more meaningful if
limited to a time period considerably less than the real estate's economic life,
but of sufficient length for an investor. A ten year holding period for this
investment is long enough to model the asset's performance and benefit from its
continued lease-up and performance, but short enough to reasonably estimate the
expected income and expenses of the real estate.

================================================================================

                                      -64-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
================================================================================

     The revenues and expenses which an informed investor may expect to incur
from the subject property will vary, without a doubt, over the holding period.
Major investors active in the market for this type of real estate establish
certain parameters in the computation of these cash flows and criteria for
decision making which this valuation analysis must include if it is to be truly
market-oriented. These current computational parameters are dependent upon
market conditions in the area of the subject property as well as the market
parameters for this type of real estate which we view as being national in
scale.

     By forecasting the anticipated income stream and discounting future value
at reversion into a current value, the capitalization process may be applied to
derive a value that an investor would pay to receive that particular income
stream. Typical investors price real estate on their expectations of the
magnitude of these benefits and their judgment of the risks involved. Our
valuation endeavors to reflect the most likely actions of typical buyers and
sellers of property interest similar to the subject.

     An analytical real estate computer model that simulates the behavioral
aspects of property and examines the results mathematically is employed for the
discounted cash flow analysis. In this instance, it is the PRO-JECT Plus+
computer model. Since investors are the basis of the marketplace in which the
subject property will be bought and sold, this type of analysis is particularly
germane to the appraisal problem at hand. On the Facing Page is a summary of the
expected annual cash flows from the operation of the subject over the stated
investment holding period.

     A general outline summary of the major steps involved may be listed as
follows:

     1.   Analysis of the income stream: establishment of an economic (market)
          rent for tenant space; projection of future revenues annually based
          upon existing and pending leases; probable renewals at market rentals;
          and expected vacancy experience;

     2.   Estimation of a reasonable period of time to achieve stabilized
          occupancy of the existing property and make all necessary improvements
          for marketability;

     3.   Analysis of projected escalation recovery income based upon an
          analysis of the property's history as well as the experiences of
          reasonably similar properties;

     4.   Derivation of the most probable net operating income and pre-tax cash
          flow (net income less reserves, tenant improvements, leasing
          commissions and any extraordinary expenses to be generated by the
          property) by subtracting all property expenses from the effective
          gross income; and

     5.   Estimation of a reversionary sale price based upon capitalization of
          the net operating income (before reserves, tenant improvements and
          leasing commissions or other capital items) at the end of the
          projection period.

     Following is a detailed discussion of the components which form the basis
of this analysis.

================================================================================

                                      -65-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

====================
Discounted Cash Flow
====================

Potential Gross Revenues

     The total potential gross revenues generated by the subject property are
composed of a number of distinct elements: minimum rent determined by lease
agreement; additional overage rent based upon a percentage of retail sales;
reimbursement of certain expenses incurred in the ownership and operation of the
real estate; and other miscellaneous revenues.

     The minimum base rent represents a legal contract establishing a return to
investors in the real estate, while the passing of certain expenses onto tenants
serves to maintain this return in an era of continually rising costs of
operation. Additional rent based upon a percentage of retail sales experienced
at the subject property serves to preserve the purchasing power of the residual
income to an equity investor over time. Finally, miscellaneous income adds an
additional source of revenue in the complete operation of the subject property.

     In the initial year of the investment, Calendar Year 1997, it is projected
that the subject property will generate approximately $11.15 million in
potential gross revenues, equivalent to $21.22 per square foot of total
appraised (owned) GLA of 525,452+/- square feet. These forecasted revenues may
be allocated to the following components:


================================================================================
                                Revenue Summary
                  Initial Year of Investment - Calendar Year 1997
================================================================================
 Revenue Component               Amount          Unit Rate*     Income Ratio 
================================================================================
     Minimum Rent             $ 8,003,710         $15.23           71.8%
- --------------------------------------------------------------------------------
     Overage Rent**             $ 765,887         $ 1.46            6.9% 
- --------------------------------------------------------------------------------
     Expense Recoveries       $ 2,329,177         $ 4.43           20.9% 
- --------------------------------------------------------------------------------
     Miscellaneous Income        $ 50,000         $ 0.10             .4%
- --------------------------------------------------------------------------------
     Total                    $11,148,774         $21.22          100.0% 
================================================================================
*    Reflects Total Owned GLA of 525,452+- SF
**   Net of Recaptures
================================================================================

Minimum Rental Income

     Minimum rent produced by the subject property is derived from that paid by
the various tenant types. The projection utilized in this analysis is based upon
the actual rent roll and our projected leasing schedule in place as of the date
of appraisal, together with our assumptions as to the absorption of the vacant
space, market rent growth, and renewal/turnover probability. We have also made
specific assumptions regarding deals that are in progress and have a strong
likelihood of coming to fruition. In this regard, we have worked with management
and leasing personnel to analyze each pending deal on a case by case basis. We
have incorporated all executed leases in our analysis. For those pending leases
that are substantially along in the negotiating process and are believed to have
a reasonable likelihood of being completed, we have reflected those terms in our
cash flow. These transactions represent a reasonable and prudent assumption from
an investor's standpoint.

================================================================================

                                      -66-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

     The rental income which an asset such as the subject property will generate
for an investor is analyzed as to its quality, quantity and durability. The
quality and probable duration of income will affect the amount of risk which an
informed investor may expect over the property's useful life. Segregation of the
income stream along these lines allows us to control the variables related to
the center's forecasted performance with greater accuracy. Each tenant type
lends itself to a specific weighting of these variables as the risk associated
with each varies.

     The minimum rents forecasted at the subject property are derived from a
number of sources with the largest group being the interior mall tenants. In the
case of Montehiedra Town Center, rent from interior mall shops can be allocated
to the various tenant types including the following:

     o    In-Line Specialty Tenants

     o    Food Court

     o    Permanent Kiosks

     Other income is generated by anchors (Kmart, Builders Square, and
Marshall's) as well as the Caribbean Theatres.

     In our investigation and analysis of the marketplace, we have surveyed, and
ascertained where possible, rent levels being commanded by competing centers.
However, it should be recognized that large retail shopping centers are
generally considered to be separate entities by virtue of age and design,
accessibility, visibility, tenant mix, and the size and purchasing power of its
trade area. Consequently, the best measure of minimum rental income is its
actual rent roll leasing schedule. As such, our a analysis of recently
negotiated leases for new and relocation tenants at the subject provides
important insight into perceived market rent levels for the mall. Insomuch as a
tenant's ability to pay rent is based upon expected sales achievement, the level
of negotiated rents is directly related to the individual tenant's perception of
their expected performance at the mall.

     We shall first analyze the rent from the smaller interior mall shops
separated by the four categories shown above. We will then discuss the revenue
components of the larger anchors and theatre.

================================================================================

                                      -67-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
================================================================================

Rental Analysis

     Aggregate rent from all tenants is forecasted to be $8.0 million, or $15.23
per square foot of total mall GLA. Rent from all interior mall tenants comprise
the majority of minimum rent. Minimum rent from all mall shops may be allocated
to the following components:

================================================================================
                             Minimum Rent Allocation
================================================================================
                            CY 1997          Applicable     Unit Rate
                            Revenue          GLA (SF)*       (SF)
================================================================================
 In-Line Specialty Shops   $4,085,121        194,029        $ 21.05
- --------------------------------------------------------------------------------
 Food Court                $  291,490          4,491        $ 64.91
- --------------------------------------------------------------------------------
 Kiosks                    $  218,129          1,530        $142.57
- --------------------------------------------------------------------------------
 Anchor Tenants            $3,058,970        275,402        $ 11.11
- --------------------------------------------------------------------------------
 Caribbean Theatre         $  350,000         50,000        $  7.00
================================================================================
 Total                     $8,003,710        525,452        $ 15.23
================================================================================
* Represents leasable area as opposed to actual leased or occupied
  area; exclusive of anchor space..
================================================================================

In-Line Shops

     Our analysis of market rent levels for in-line shops has resolved itself to
a variety of influencing factors. Although it is typical that larger tenant
spaces are leased at lower per square foot rates and lower percentages, the type
of tenant as well as the variable of location within the mall can often distort
this size/rate relationship.

     The following chart presents an analysis of in-line shop rents based upon
existing leases in-place on an annualized basis for 1997. Please note that this
includes all leases in place in the mall as of the date of analysis. We have
allocated by size categories which we see as being reasonable size breaks for
analysis purposes.

================================================================================
                              1997 Leases In-Place*
================================================================================
                                                   Applicable
             Size Category    Annualized Rent        GLA (SF)    Rent/SF
================================================================================
               Under 750 SF     $   76,795            2,467      $31.13
- --------------------------------------------------------------------------------
             751 - 1,200 SF     $  367,021           11,787      $31.14
- --------------------------------------------------------------------------------
           1,201 - 2,000 SF     $  747,425           28,328      $26.38
- --------------------------------------------------------------------------------
           2,001 - 3,500 SF     $1,199,005           53,843      $22.27
- --------------------------------------------------------------------------------
           3,501 - 5,000 SF     $  973,480           48,397      $20.11
- --------------------------------------------------------------------------------
          5,000 - 10,000 SF     $  294,965           16,331      $18.06
- --------------------------------------------------------------------------------
            Over  10,000 SF     $  373,705           25,096      $14.89
================================================================================
                      Total     $4,032,396          186,249      $21.65
================================================================================
*    Includes existing leases for calendar year 1997. Signed partial
     year tenants have been annualized to reflect the full 12 months.
================================================================================


================================================================================

                                     -68 -

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>

                                             Income Capitalization Approach
================================================================================

     As can be seen, lease rates generally have an inverse relationship with
suite size and rental rate achieved. The chart shows that the highest rents have
been attained from tenants in the smallest two categories (approximately $31.00
per square foot average), generally declining to $14.89 per square foot for
Category 7 (Tenants over 10,000 SF). The overall weighted average rent is
calculated to be $21.65 square foot.

     Typically, we would view the rent attainment levels in the existing mall as
being representative of the total property. However, the center is characterized
by several older leases that were negotiated over the past several years. The
following section details the more important tenant changes which have
influenced the mall over the past twelve to eighteen months.

Recent Leasing Activity

     The following bullet points summarize a sampling of the recent leasing
within Montehiedra Town Center.

     o    Crossway Beauty (Suite 612) This new lease, for a small 495 square
          foot unit, is for six years at an initial annual rent of $35.00 per
          square foot. The lease started August 1996 and steps to $40.00 per
          square foot in year three.

     o    The Horse Lovers' (Suite 30) This 800 square foot space was leased for
          seven years commencing in November 1996. The initial rent of $30.00
          per square foot steps to $33.00 in year three and $37.00 in year six.

     o    Postal Zone (Suite 610) Recent lease of 1,080 square feet which
          commenced in October 1996 for an eight year term. The initial rent of
          $23.00 per square foot steps to $25.00 in year two, $27.00 in year
          four, and $30.00 in year six.

     o    The Book Shop (Suite 250) This new leased commenced in May 1996 is for
          an eight year term. The space totals 1,716 square feet. The initial
          annual rental rate of $19.23 is flat throughout the lease term.

     o    Xplosif (Suite 31) Recent lease (December 1996) for ten years with
          initial rent of $15.00 per square foot for 3,419 square feet. The rent
          increases to $18.00 per square foot in January 2001.

     o    Athletic Express (Suite 50) This national sportswear company took
          3,294 square feet on a 10-year lease which began in December 1996. The
          initial annual rent of $82,350 ($25.00 per square foot) remains flat
          throughout the lease term.

     o    Click (Suite 595) Ten year lease for this 2,180 square foot space with
          an initial annual rent of $20.00 per square foot. The rent steps-up
          approximately ten percent to $22.00 in August 2001.

     o    Le Club (Suite 850) This in-line restaurant tenant recently leased
          (April 1996) 4,005 square feet for ten years. The initial annual rent
          of $23.00 per square foot steps to $25.00 per square foot in year
          five.

================================================================================

                                      -69-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>


                                             Income Capitalization Approach
================================================================================

Recent Leasing by Size

     We have also looked at the most recent leasing in the mall (again exclusive
of food court, kiosks, and office tenants), analyzing the beginning rent, ending
rent, and lease term. To further develop our market rent assumptions in the
mall, we have arrayed the subject's most recent leases by size on the facing
page chart. These leases include new deals, tenant renewals, and relocations
within the mall. As can be seen, 32 transactions have been included, totaling
101,679 square feet of space. The average achieved rent is equal to $20.16 per
square foot. The highest achieved rent has again been achieved by Group 2
(Tenants 751-1,200 square feet) at $28.57 per square foot. The average achieved
rent within group one (under 750 square feet) is equal to $27.77 per square
foot.

     The average then declines slightly in each category to $25.93 per square
foot in Category 3; $21.89 per square foot in Category 4; $20.81 in Category 5;
$18.06 in Category 6; and $14.89 per square foot in Category 7. We note that the
majority of the leases are written with initial rent of $20.00 to $25.00 per
square foot. This average excludes food court tenants and kiosks.

     These averages are consistent with our market comparable findings
previously discussed in the Retail Market and Trade Area Analysis section of
this report.

     As can also be seen, the lease terms average approximately ten years.
Although varying from tenant to tenant, most leases have achieved rent steps.
Over the lease term, the average rent is shown to increase by nearly 13 percent.

     These transactions implicitly support the assumptions that, typically,
there is an inverse correlation between unit rates and the amount of space being
leased, and they reflect average rates. We recognize that, in practice, there
are unit rate gradations with tenant categories based on such attributes as
location within the center/building, unit frontage and depth, tenant type and
credit worthiness, concessions/tenant allowances, etc. However, as the tenant
mix and configuration may not be fixed over time, it is more appropriate to
estimate what the average base rental levels paid at the property would be for
the different tenant categories.

Market Comparisons - Occupancy Cost Ratios

     In further support of developing a forecast for market rent levels, we have
undertaken a comparison of minimum rent to projected sales and total occupancy
costs to sales ratios. Generally, our research and experience with other
regional malls shows that the ratio of minimum rent to sales falls within the
7.0 to 10.0 percent range in the initial year of the lease, with 7.5 percent to
8.5 percent being most typical. By adding additional costs to the tenant, such
as real estate tax and common area maintenance recoveries, a total occupancy
cost may be derived. Expense recoveries and other tenant charges can add up to
100 percent of minimum rent and comprise the balance of total tenant costs.

================================================================================

                                      -70-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------
<PAGE>




                                             Income Capitalization Approach
================================================================================

     The typical range for total occupancy cost-to-sales ratios falls between
11.0 and 15.0 percent. As a general rule, where sales exceed $250 to $275 per
square foot, 14.0 to 15.0 percent would be a reasonable cost of occupancy.
Experience and research show that most tenants will resist total occupancy costs
that exceed 15.0 to 18.0 percent of sales. However, ratios of upwards to 20.0
percent are not uncommon. Obviously, this comparison will vary from tenant to
tenant and property to property.

     In higher end markets where tenants are able to generate sales above
industry averages, tenants can generally pay rents which fall toward the upper
end of the ratio range. Moreover, if tenants perceive that their sales will be
increasing at real rates that are in excess of inflation, they will typically be
more inclined to pay higher initial base rents. Obviously, the opposite would be
true for poorer performing centers in that tenants would be squeezed by the thin
margins related to below average sales. With fixed expenses accounting for a
significant portion of the tenants contractual obligation, there would be little
room left for base rent.

     In this context, we have provided an occupancy cost analysis for several
regional malls with which we have had direct insight over the past year. This
information is provided on the Following Page. On average, these ratio
comparisons provide a realistic check against projected market rental rate
assumptions.


================================================================================

                                      -71-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



<TABLE>
<CAPTION>
====================================================================================================================================
OCCUPANCY COST ANALYSIS/COMPARISON
Cushman & Wakefield, Inc.
====================================================================================================================================
                                    Budget     Year    No.    Total     Shop      Avg.    Rec-        Avg.  Rent-   Total
No.       Area Location        State Year     Built  Stories   GLA       GLA      Rent   overies      Sales Sales    Cost   Location
====================================================================================================================================
<S>                             <C>  <C>    <C>        <C>  <C>         <C>      <C>       <C>      <C>      <C>    <C>     <C>     
** ULI - Super-Regional Malls   US   1995       --     --     999,544   342,260  $16.30    $8.72    $203.09  8.0%   12.3%
- ------------------------------------------------------------------------------------------------------------------------------------
** ULI - Regional Malls         US   1995       --     --     582,893   261,553  $12.05    $5.82    $176.16  6.8%   10.1%
- ------------------------------------------------------------------------------------------------------------------------------------
** ICSC-All Enclosed Malls      US   1995       --     --     582,893   261,553  $12.05    $5.82    $176.16  6.8%   10.1%
- ------------------------------------------------------------------------------------------------------------------------------------
** ISCS-Malls > 1,000,000sf     US   1995       --     --   1,206,874   407,060  $20.01   $12.57    $271.64  7.4%   12.0%
====================================================================================================================================
 1 Saratoga County MSA          NY   1995   1990/91/93  1     656,501   256,668  $15.79   $15.54    $194.00  8.1%   16.1%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 2 Syracuse MSA                 NY   1995     1954/96   2   1,035,525   410,818  $17.00   $12.90    $208.00  8.2%   14.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 3 Syracuse MSA                 NY   1995     1988/94   1     776,571   311,557  $17.00   $12.12    $198.00  8.6%   14.7%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 4 Rochester MSA                NY   1995     1967/93   2   1,533,574   495,040  $18.00   $13.03    $247.00  7.3%   12.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 5 Jefferson County MSA         NY   1995     1986/93   1     635,765   209,873  $21.96   $15.89    $231.00  9.5%   16.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 6 Buffalo MSA                  NY   1996     1985/89   1     753,105   285,771  $19.67   $14.83    $250.00  7.9%   13.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 7 White Plains MSA             NY   1995     1980/93   4     882,689   326,774  $34.00   $25.31    $380.00  8.9%   15.6%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
 8 Fairfield County MSA         CT   1995     1986/91   2   1,270,146   499,868  $32.00   $17.20    $425.00  7.5%   11.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
 9 Meriden MSA                  CT   1994     1971/94   2     711,626   292,877  $27.00   $14.20    $333.00  8.1%   12.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
10 Worcester County MSA         MA   1996     1971/87   1     445,875   182,372  $22.36   $14.93    $288.00  7.8%   12.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
11 Boston MSA                   MA   1995     1980/93   1     322,120   155,080  $18.50   $17.40    $208.00  8.9%   17.3%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
12 Bristol County MSA           MA   1995      1992     2   1,005,595   349,107  $21.50   $22.09    $280.00  7.7%   15.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
13 Bristol County MSA           MA   1995     1987/89   2     967,363   374,630  $31.00   $21.71    $404.00  7.7%   13.0%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
14 Essex County MSA             MA   1995     1993/94   2     863,344   329,065  $36.95   $11.27    $350.00 10.6%   13.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
15 Kingston MSA                 MA   1994     1989/92   1     771,007   295,562  $18.44   $14.32    $211.00  8.7%   15.5%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
16 Burlington MSA               VT   1995   1979/89/92  1     490,424   185,398  $23.00    $9.51    $294.00  7.8%   11.1%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
17 Bucks County MSA             PA   1995     1968/75   1     348,309   305,212  $19.35   $10.00    $239.00  8.1%   12.3%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
18 Monmouth County MSA          NJ   1994   1990/91/94  2   1,153,396   525,741  $31.00   $15.70    $338.00  9.2%   13.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
19 Westminster MSA              MD   1995     1987/94   1     524,964   193,557  $16.74   $17.93    $228.00  7.3%   15.2%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
20 Washington-Baltimore         MD   1995     1979/93   2     661,639   245,217  $22.10   $19.86    $285.00  7.8%   14.7%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
21 Baltimore MSA                MD   1995     1956/91   1     863,376   242,376  $19.87   $14.93    $214.00  9.3%   16.3%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
22 Prince William Cty, MSA      VA   1995     1972/96   1     716,796   278,494  $21.50   $15.11    $236.00  9.1%   15.5%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
23 Arlington MSA                VA   1994      1986     4     491,057   222,800  $28.00   $12.98    $300.00  9.3%   13.7%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
24 Bloomingdale MSA             IL   1995   1981/88/91  2   1,292,186   427,609  $21.84   $10.37    $250.00  8.7%   12.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
25 Minneapolis MSA              MN   1995     1962/94   1     982,228   201,561  $21.00   $22.51    $262.00  8.0%   16.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
26 Genesee County MSA           MI   1995     1980/93   1     451,036   230,625  $16.00    $9.01    $219.00  7.3%   11.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
27 Indianapolis MSA             IN   1995     1968/87   1   1,239,059   260,359  $22.43    $9.00    $235.00  9.5%   13.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
28 Tampa MSA                    FL   1995      1995     1     977,047   359,579  $27.00   $12.77    $300.00  9.0%   13.3%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
29 Plantation MSA               FL   1995     1979/93   1   1,004,061   282,952  $28.22   $12.40    $314.00  9.0%    9.0%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
30 Miami MSA                    FL   1995      1982     1   1,120,827   290,385  $29.36    16.55    $355.00  8.3%   12.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
31 Coral Springs MSA            FL   1995     1984/96   1   1,171,127   293,183  $25.90   $11.55    $284.00  9.1%   13.2%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
32 North/Central Kansas         KS   1995     1987/90   1     400,307   185,324  $14.97   $10.31    $212.00  7.1%   11.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
33 Amarillo MSA                 TX   1995     1982/86   1     889,508   316,190  $18.00    $7.53    $200.00  9.0%   12.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
34 Las Vegas MSA                NV   1995      1992     1     241,580   241,580  $91.50   $22.04  $1,183.00  7.7%    9.6%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
35 Las Vegas MSA                NV   1994     1981/93   2     819,374   286,936  $35.00   $13.21    $405.00  8.6%   11.9%   Urban
- ------------------------------------------------------------------------------------------------------------------------------------
36 Knoxville MSA                TN   1995     1972/94   1   1,333,018   382,150  $23.80   $14.00    $333.00  7.1%   11.4%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
37 Nashville MSA                TN   1995      1990     2     716,462   373,662  $15.25   $13.30    $180.00  8.5%   15.9%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
38 Riverside County MSA         CA   1995     1970/91   1   1,044,536   411,640  $22.59   $17.00    $250.00  9.0%   15.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
39 Orange County MSA            CA   1994     1975/94   1     810,470   273,970  $21.00   $10.28    $270.00  7.8%   11.6%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
40 Bellingham MSA               WA   1994     1988      1     769,187   337,557  $20.85   $12.54    $283.00  7.4%   11.8%   Suburban
- ------------------------------------------------------------------------------------------------------------------------------------
41 Seattle MSA                  WA   1995    1979/95    1   1,012,754   311,019  $27.35    $7.86    $325.00  8.4%   10.8%   Suburban

====================================================================================================================================
   Survey Mean:                                               833,950   304,724  $23.89   $13.86    $289.51  8.3%   13.4%
====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

     From this analysis we see that the ratio of base rent to sales ranges from
7.1 to 10.6 percent, while the total occupancy cost ratios vary from 9.6 to 17.3
percent when all recoverable expenses are included. The surveyed mean for the
malls and industry standards analyzed is 8.3 percent and 13.4 percent,
respectively. Some of the higher ratios are found in older malls situated in
urban areas that have higher operating structures due to less efficient layout
and designs, older physical plants, and higher security costs, which in some
malls can add upwards of $2.00 per square foot to common area maintenance.

     These relative measures can be compared with two well known publications,
The Score (1996) by the International Council of Shopping Centers and Dollars &
Cents of Shopping Centers (1995) by the Urban Land Institute. The most recent
publications indicate base rent-to-sales ratios of approximately 7.0 to 8.0
percent and total occupancy cost ratios of 10.1 and 12.3 percent, respectively.

     In general, while the rental ranges and ratio of base rent to sales vary
substantially from mall to mall and tenant to tenant, they do provide general
support for the rental ranges and ratio which is projected for the subject
property.

Conclusion - Market Rent Estimate for In-Line Shops

     According to documents provided, in-line mall shop retail sales in 1996
were equal to approximately $340.00 per square foot. For 1997, we have
forecasted a five percent increase in sales. The five percent increase is based
on the newness of the center and continuing ability of the mall to draw
first-time visitors curious to visit the center. Therefore, in-line mall shop
sales, exclusive of food court, kiosk, and anchor tenants, are forecasted at
$357 per square foot.

     We can test the subject's rent achievement potential relative to forecasted
sales levels. This sensitivity is shown below:

================================================================================
               Base Rent to Sales Ratio      Implied Rent at $357/SF
================================================================================
                         6.0%                         $21.42
- --------------------------------------------------------------------------------
                         6.5%                         $23.21
- --------------------------------------------------------------------------------
                         7.0%                         $24.99
================================================================================

     Based upon these ratios, the subject should be theoretically capable of
supporting base rents of approximately $21.42 to $24.99 per square foot.
However, we have seen from actual practice that it has achieved lower rates on
average.

     In the previous discussions, the overall attained rent (1997) for the
project was calculated to be $21.65 per square foot based upon annualized leases
in-place. Based upon recent leasing activity only, this average was shown to be
$20.16 per square foot. A comparison of leasing activity is shown on the chart
on the following page.

================================================================================

                                      -73-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================


================================================================================
                         In-Line Mall Shop Rent Comparison
================================================================================
            Size               Attained    Recent Leasing     Projected
          Category               Rents       Activity       Market Rents
================================================================================
          Under 750 SF          $31.13        $27.77          $31.00
- --------------------------------------------------------------------------------
        751 - 1,200 SF          $31.14        $28.57          $30.00
- --------------------------------------------------------------------------------
      1,201 - 2,000 SF          $26.38        $25.93          $26.00
- --------------------------------------------------------------------------------
      2,001 - 3,500 SF          $22.27        $21.89          $22.00
- --------------------------------------------------------------------------------
      3 501 - 5 000 SF          $20.11        $20.81          $20.00
- --------------------------------------------------------------------------------
     5,001 - 10,000 SF          $18.06        $18.06          $18.00
- --------------------------------------------------------------------------------
        Over 10,000 SF          $14.89        $14.89          $15.00
================================================================================
Weighted Average Rent Per SF    $21.65        $20.16          $21.46
================================================================================

     Since total occupancy costs are projected to be at the low end for a mall
of the subject's caliber and sales productivity, we feel that base rent should
fall at the upper end of the range.

     After considering all of the above, we have developed a weighted average
rental rate of approximately $21.50 per square foot based upon a relative
weighting of tenant space by size. The average rent is a weighted average rent
for all in-line mall tenants only. This average market rent has been allocated
to space as shown on the Facing Page.

     We note that this is a conservative rent based upon the following occupancy
cost analysis. Therefore, while sales remain at high levels, we believe there is
an opportunity to grow rents above inflation.

Occupancy Cost - Test of Reasonableness

     Our weighted average rent can next be tested against total occupancy costs
in the mall based upon the standard recoveries for new mall tenants. Our total
occupancy cost analyses can be found on the following chart.

================================================================================

                                      -74-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

================================================================================
                              Market Lease Scenario
                      Total Occupancy Cost Analysis - 1997
================================================================================
                Tenant Cost                       Estimated Expenses/SF
================================================================================
                Economic Base Rent                     $ 21.50
                                                  (Weighted Average)
- --------------------------------------------------------------------------------
                Occupancy Costs (A)
                Common Area Maintenance(1)             $  7.54
- --------------------------------------------------------------------------------
                Real Estate Taxes      (2)             $  0.95
- --------------------------------------------------------------------------------
                Sprinkler Charge       (3)             $  0.30
- --------------------------------------------------------------------------------
                Total Tenant Costs                     $ 30.29
- --------------------------------------------------------------------------------
                Projected Average Sales (1997)         $357.00
================================================================================
                Rent to Sales Ratio                       6.0%
- --------------------------------------------------------------------------------
                Cost of Occupancy Ratio                   8.5%
================================================================================

          (A)  Based upon appropriate denominator as indicated.

          (1)  CAM based upon exterior and interior CAM charges and management,
               plus a 15% administrative charge. Anchor contributions are
               deducted and the expense is recovered based on occupied mall-shop
               area.

          (2)  Taxes attributable to the mall shops typically recovered based on
               occupied mall shop GLA.

          (3)  This expense varies from $.20 to $.50 per square foot depending
               upon the tenant. $.30 per square foot is the overall average.
================================================================================


     Total costs, on average, are shown to be 8.5 percent of projected average
1997 retail sales which we feel is very reasonable. With occupancy costs towards
the low end of the range suggests that there is adequate room for future rent
growth.

Food Court Tenants

     We have ascribed an individual unit market rate to food court tenants. The
leasing plan provides for a 6,729 square foot food court with eight units,
indicating an average size of approximately 561 square feet per unit. Food court
1997 rent commitments, along with estimated 1996 sales are summarized on the
Facing Page. Leases are generally written for ten to fifteen year terms with
most leases carrying one or two rent steps over the term of the lease.

     Among the eight suites, all are currently leased. In aggregate dollars,
these leases range from approximately $27,660 to $46,080 per year, with a mean
of $36,436. On a unit rate basis, they range from $60.00 to $100.00 per square
foot with an average of $64.91 per square foot. When compared with the 1995
average food court sales of $1,370.50 per square foot, a rent-to-sales ratio of
4.74 percent is shown.

================================================================================

                                      -75-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

     In addition to actual leasing at the subject, we have looked at a sampling
of recent leasing activity in other mall food courts. The table below
illustrates the average rent attainment levels for food courts in various malls
for which we have documented information in Puerto Rico. The chart shows that
the surveyed food courts' rents range from $24.00 to $100.00 per square foot.

================================================================================
                                             Food Court
                 Shopping Center         Net Rent per Sq. Ft.
================================================================================
                 San Patricio Plaza           $100.00
- --------------------------------------------------------------------------------
                 Plaza Carolina           $50.00 - $75.00
- --------------------------------------------------------------------------------
                 Aguadilla Mall           $45.00 - $60.00
- --------------------------------------------------------------------------------
                 Plaza del Norte          $57.00 - $67.00
- --------------------------------------------------------------------------------
                 Santa Rosa Mall          $40.00 - $70.00
- --------------------------------------------------------------------------------
                 Plaza Guayama            $24.00 - $31.00
================================================================================

     Occupancy costs tend to be much higher for food court tenants compared to
the other in-line shops. In addition to paying all mall charges, food court
tenants are usually assessed an additional charge for operation and maintenance
of the common seating area which typically contains 400 to 600 seats. These
costs typically include housekeeping, supplies, and other expenses associated
with operation of the food court. A number of reimbursement structures are
common, including a pro-rata pass-through of the expense; a flat amount per
square foot; a multiple of tenant sales; or some combination of each. Probably
the most common charge is based upon a rate equal to 2.5 to 3.0 percent of a
tenant's sales. As can be seen, total occupancy costs in our survey range from
13.9 to 23.4 percent and average 18.2 percent.

     With an average achieved rent of approximately $65.00 per square foot, the
subject falls within the mean for the comparables presented. Based on projected
1996 sales of about $1,370 per square foot, a rent to sales ratio of 4.74
percent is indicated for the subject which is at the low end of the range
compared to the other centers. Food court charges at the subject property are
generally based upon a pro-rata share of the food court expense. This is
forecasted to be approximately $74.21 per square foot which includes a 15
percent administrative fee in 1997. This amount includes all common area costs
including management. This is in addition to tax, and sprinkler recoveries.

     In view of this analysis, we have estimated an average market rent of
$65.00 per square foot for a typical food court tenant. A summary of total
occupancy costs is shown in the following table.


================================================================================
                           Food Court Market Analysis
================================================================================
              Base Rent/SF                          $ 65.00
              Average Sales/SF                    $1,370.00
              Base Rent/Sales Ratio                     4.8
              Operating Costs                       $ 75.46
              Total Occupancy Costs                 $140.46
              Occupancy Cost Ratio                    10.3%
================================================================================
*Includes food court CAM, tax and sprinkler charges.
================================================================================

                                      -76-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

Kiosk Tenants

     We have segregated permanent kiosks within our analysis since they
typically pay a much higher unit rent. The leasing plan provides for ten
permanent kiosks at the subject property. The combined actual footprint GLA for
kiosks is 1,530 square feet with the typical unit totaling 180 square feet. The
following chart presents existing kiosk leases at the subject.

================================================================================
                             Permanent Kiosk Leases
================================================================================
 Suite      Tenant    Size (SF)      Term        Initial Annual Rent   Unit Rate
================================================================================
  890    Goodess         180    7 yrs from 12/95       $24,000         $133.33
- --------------------------------------------------------------------------------
  900    Mr. Pretzels     90    5 yrs from 1/95        $12,000         $133.33
- --------------------------------------------------------------------------------
  910    Rooricast        90    5 yrs from 12/95       $14,400         $160.00
- --------------------------------------------------------------------------------
  920    Piercing Pagoda 180    5 yrs from  3/95       $24,000         $133.33
- --------------------------------------------------------------------------------
  930    Gafas Y Gafas   180    5 yrs from  1/94       $24,000         $133.33
- --------------------------------------------------------------------------------
  950    Valija Gatana   180    5 yrs from  2/96       $24,000         $163.33
- --------------------------------------------------------------------------------
  960    Beepers Con.     90    5 yrs from  3/95       $12,000         $133.33
- --------------------------------------------------------------------------------
  970    Sunglass Hut    180    5 yrs from  1/95       $24,000         $133.33
- --------------------------------------------------------------------------------
  980    Goodies         180    5 yrs from  1/95       $24,000         $133.33
- --------------------------------------------------------------------------------
  990    H. Johnson's    180    10 yrs from 8/95       $30,000         $166.67
================================================================================

     The eight permanent kiosks range in size from 90 to 180 square feet each.
Initial achieved rents range from $12,000 to $30,000 per annum. Corresponding
unit rates are approximately $133.33 to $166.67 per square foot. The most rent
deals involve Vilija Gatana ($163.33 per square foot); Rooricast ($160.00 per
square foot); and Goodess ($133.33 per square foot). We have chosen an average
market rent towards the middle of the range of $150 per square foot for the
permanent kiosk space.

Anchor and Theatre Tenant Income

     The mall generates rent from a variety of major tenants as well as certain
other tenant categories. The following table summarizes the anchor tenant renal
responsibilities.

<TABLE>
<CAPTION>
============================================================================================
                                   Permanent Kiosk Leases
============================================================================================
 Suite       Tenant              Size(SF)       Term             1997 Annual Rent  Unit Rate
============================================================================================
<S>     <C>                     <C>        <C>                        <C>            <C>   
 100         Kmart               135,385   25 yrs from 10/94          $1,455,389     $10.75
- --------------------------------------------------------------------------------------------
 370       Marshall's             29,776   20 yrs from 12/94            $342,424     $11.50
- --------------------------------------------------------------------------------------------
 390    Builders Square          110,241   25 yrs from 9/94           $1,261,157     $11.50
- --------------------------------------------------------------------------------------------
 380    Caribbean Theatres        50,000   25 yrs from 5/96             $350,000     $ 7.00
- --------------------------------------------------------------------------------------------
             Total               325,402                              $3,408,970     $10.48
============================================================================================
</TABLE>

    As the chart details, the three anchor stores and theatre account for
$3,408,970 in minimum rent in 1997. Marshall's and Builder's Square each pay
$11.50 per square foot and Kmart pays $10.75 per square foot. The fourteen
screen Caribbean Theatres pay $7.00 per square foot in 1997. Collectively,
anchor and major tenants account for nearly 43% of minimum base rent under long
term leases which adds stability to the cash flow projection.

================================================================================

                                      -77-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

Concessions

     Free Rent

     Free rent is an inducement offered by developers to entice a tenant to
locate in their project over a competitor's. This marketing tool has become
popular in the leasing of office space, particularly in view of the
over-building which has occurred in many markets. As a rule, most major retail
developers have been successful in negotiating leases without including free
rent. Our experience with regional malls shows that free rent is generally
limited to new projects in marginal locations without strong anchor tenants that
are having trouble leasing, as well as older centers that are losing tenants to
new malls in their trade area. Management reports that free rent has been a
relative non-issue with new retail tenants. A review of the most recent leasing
confirms this observation. With the exception of a few new tenants, it has
generally been limited to one or two months to prepare a suite for occupancy
when it has been given. Accordingly, we do not believe that it will be necessary
to offer free rent to retail tenants at the subject. It is noted that, while we
have not ascribed any free rent for new tenants, we have made rather liberal
allowances for tenant workletters which acts as a form of inducement to convince
tenants to locate at the subject.

     Tenant Improvements

     Similar to free rent, tenant improvement allowances over and above a
"vanilla box" have also been a relative non-issue at Montehiedra Town Center.
Although some existing tenants have received some form of build-out allowance,
these allowances were likely related to actual construction of the center and
used as an inducement to bring tenants into the project when it was proposed. In
addition, our survey of competing malls as well as conversations with local
brokers revealed that tenant improvements are not typical in the Puerto Rico
retail market. As such, we do not believe it will be necessary to offer any
tenant improvements to future retail tenants at the subject.

Absorption/Lease-Up

     Finally, our analysis concludes that currently vacant space will be
absorbed by January 1998. We have identified only 5,600+/- square feet of
currently vacant. This is equivalent to an occupancy of 97.2 percent based on
mall shop GLA, and 98.9 percent based on total GLA. These vacant spaces
including their projected lease-up dates are summarized in the chart on the
following page.

================================================================================

                                      -78-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                             Income Capitalization Approach
================================================================================

================================================================================
                         Projected Lease-up/Absorption
================================================================================
 Suite         Size (SF)       Initial Rent     Rent/SF          Lease Date
================================================================================
 1120             350            $24,000        $31.00            12/97
- --------------------------------------------------------------------------------
 1000           2,725            $59,950        $22.00             6/97
- --------------------------------------------------------------------------------
 1100           2,525            $55,550        $22.00             9/97
================================================================================

Rent Growth Rates

     Market rent will, over the life of a prescribed holding period, quite
obviously follow an erratic pattern. A review of investor's expectations
regarding income growth shows that projections generally range between 3.0 and
4.0 percent for retail centers. Cushman & Wakefield's Autumn 1996 survey of
pension funds, REITs, bank and insurance companies, and institutional advisors
reveals that current income forecasts are utilizing average annual growth rates
between zero and 5.0 percent. The low and high mean is shown to be 2.8 and 3.9
percent, respectively. The Peter F. Korpacz Investor Survey (Fourth Quarter
1996) shows slightly more conservative results with average annual rent growth
of 2.64 percent.

     It is not unusual in the current environment to see investors structuring
no growth or even negative growth in the short term. The tenants' ability to pay
rent is closely tied to its increases in sales. However, rent growth can be more
impacted by competition and management's desire to attract and keep certain
tenants that increase the mall's synergy and appeal. Rents in Puerto Rico have
been estimated to grow between 3 and 6 percent per year for the better located
properties.

     As previously presented, occupancy costs at Montehiedra Town Center are
below average, suggesting to potential for growth in rents. In addition, the
mall is nearly 100 percent occupied after only two years of operations.

     After considering all of the above, we have forecasted the following rent
growth.

================================================================================
                        Market Rent Growth Rate Forecast
================================================================================
                        Period                Annual Growth Rate
================================================================================
            1997-1999                               +4.0%
- --------------------------------------------------------------------------------
            Thereafter                              +3.5%
================================================================================
          *    Indicated growth rate over the previous year's rent. In
               Pro-Ject+, a 4.0% increase in 1999 impacts the following year's
               growth.
================================================================================

Releasing Assumption

    The typical lease term for new in-line retail leases in centers such as
the subject generally ranges from three to twelve years. Market practice
dictates that it is not uncommon to get rent bumps throughout the lease terms
either in the form of fixed dollar amounts or a percentage increase based upon
changes in some index, usually the Consumer Price Index (CPI). Often the CPI
clause will carry a minimum annual increase and be capped at a higher maximum
amount.

================================================================================

                                      -79-
                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

     For new leases in the regional malls, ten year terms are most typical.
Essentially, the developer will deliver a "vanilla" suite with mechanical
services roughed in and minimal interior finish. This allows the retailer to
finish the suite in accordance with their individual specifications. Because of
the up-front costs incurred by the tenants, they require a ten year lease term
to adequately amortize these costs. In certain instances, the developer will
offer some contribution to the cost of finishing out a space over and above a
standard allowance.

     Upon lease expiration, it is our best estimate that there is an 80 percent
probability that an existing tenant will renew their lease while the remaining
20 percent will vacate their space at this time. While the 20 percent may be
slightly high by some historic measures, we think that it is a prudent
assumption in light of the prospect of increased competition. An exception to
this assumption exists with respect to existing tenants who, at the expiration
of their lease, have sales that are substantially below the mall average and
have no chance to ever achieve percentage rent. In these instances, it is our
assumption that there is a 100.0 percent probability that the tenant will vacate
the property. This is consistent with both ownership's and a prudent investor's
philosophy of carefully and selectively weeding out under-performers.

     As stated above, it is not uncommon to get increases in base rent over the
life of a lease. The recent leasing has shown that rent bumps between
approximately 7 percent and 20 percent have been achieved with 12.6 percent on
average. For a renewal lease, we have estimated an average step of 10 percent in
year six. Our global market assumptions for non-anchor tenants may be summarized
on the following chart.

<TABLE>
<CAPTION>
=============================================================================================
                                  Renewal Assumptions
=============================================================================================
                       Lease                       Free     Tenant             Lease
     Tenant Type       Term      Rent Steps        Rent   Alterations       Commissions
=============================================================================================
<S>                  <C>        <C>                 <C>       <C>       <C>
 Specialty Shops*    10 years   10% in Yr. 4 & 8    No        No        Included in Mgt. Fee
- ---------------------------------------------------------------------------------------------
 Kiosk Tenants       5 years      10% in Yr. 3      No        No        Included in Mgt. Fee
=============================================================================================
*    Includes food court/kiosks
=============================================================================================
</TABLE>

     Upon lease rollover/turnover, space is forecasted to be released at the
higher of the last effective rent (defined as minimum rent plus overage rent if
any) and the ascribed market rent as detailed previously increasing by our
market rent growth rate assumption.

Conclusion - Minimum Rent

     In the initial full year of the investment (CY 1997), it is projected that
the subject property will produce approximately $8.0 million in minimum rental
income. This estimate of base rental income is equivalent to $15.23 per square
foot of total owned GLA. Alternatively, minimum rental income accounts for 72.3
percent of all potential gross revenues. Further analysis shows that over the
holding period (1997 - 2006), minimum rent advances at an average compound
annual rate of approximately 2.6 percent. This increase is a synthesis of the
mall's lease-up, fixed rental increases, as well as market rents from rollover
or turnover of space.

================================================================================

                                      -80-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

Overage Rent

     In addition to minimum base rent, many tenants at the subject property have
contracted to pay a percentage of their gross annual sales over a
pre-established base amount as overage rent. Many leases have a natural
breakpoint although a number have stipulated breakpoints. The average overage
percentage for small space retail tenants is in a range of 5.0 to 6.0 percent,
with food court and kiosk tenants generally at 8.0 to 10.0 percent. Anchor
tenants typically have the lowest percentage clauses with ranges of 1.5 to 3.0
percent being common.

     Traditionally, it takes a number of years for a retail center to mature and
gain acceptance before generating any sizable percentage income. As a center
matures, the level of overage rents typically becomes a larger percentage of
total revenue. It is a major ingredient protecting the equity investor against
inflation.

     In the Retail Market Analysis section of this report, we discussed the
forecasted sales level for the mall tenants. We believe that sales have seen
significant increases during the first two years of operations, but it is
difficult to predict with accuracy what sales will be on an individual tenant
level. As such, we have employed the following methodology:

     o    For existing tenants who report sales, we have forecasted that sales
          will continue at our projected sales growth rate as discussed herein.

     o    For tenants who do not report sales or who do not have percentage
          clauses, we have assumed that a non-reporting tenant will always
          occupy that particular space.

     o    For new tenants, we have projected sales at the forecasted average for
          the center at the start of the lease.

     Thus, in the initial full year of the investment holding period, overage
revenues are estimated to amount to $765,887 (net of any recaptures) equivalent
to $1.46 per square foot of owned GLA, $3.83 per square foot of mall shop area,
and 6.9 percent of potential gross revenues. The tenants which contribute the
most to overage rent include Footaction, Marshalls, Flamers, Kress & Kress kids,
and Electronics Boutique. There is stability to this income by virtue of their
creditworthiness. On balance, our forecasts for overage rent are deemed to be
reasonable.

Sales Growth Rates

     Earlier we discussed that sales at the subject property. Due to the recent
construction of the subject, historical figures for comparisons are not
available. According to both the Cushman & Wakefield and Korpacz surveys, major
investors are looking at a range of growth rates of 0 percent initially, to a
high of 5.0 percent in their computational parameters. Most typically, growth
rates of 3.0 percent to 4.0 percent are seen in these surveys.

================================================================================

                                      -81-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================


     In the United States, total retail sales have been increasing at a compound
annual rate of 6.1 percent since 1980 and 5.0 percent per annum since 1990.
Between 1990 and 1995, GAFO sales have grown 6.8 percent annually. Through 2000,
total retail sales are forecasted to increase by 4.12 percent per year
nationally, while GAFO sales are projected to grow by 5.0 percent annually.

     After considering all of the above, combined with the potential for
enhanced competition in the subject market, we have conservatively forecasted
sales growth based upon the following schedule.

================================================================================
                           Sales Growth Rate Forecast
================================================================================
                       Period           Annual Growth Rate
================================================================================
                       1997                      +5.0%
- --------------------------------------------------------------------------------
                       1998                      +4.0%
- --------------------------------------------------------------------------------
                       1999-2006                 +3.5%
================================================================================

     In all, we believe our sales growth forecast is reasonable. For new
tenants, sales are established based upon the mall's average sales level.
Generally, for existing tenants, we have assumed that sales continue subsequent
to lease expiration at their previous level unless they are under-performers
that prompt a 100.0 percent turnover probability; then sales are reset to the
corresponding mall overage. In most instances, no overage rent is generated from
new tenants due to our forecasted rent steps which serve to change the
breakpoint.

Expense Reimbursements/Miscellaneous Income

     By lease agreement, tenants are required to reimburse the lessor for
certain operating expenses. Included among these operating items are real estate
taxes, common area maintenance (CAM), management (recovered through CAM), and
sprinkler charges. Miscellaneous income is essentially derived from specialty
leasing for temporary tenants, and other charges. In the first full year of the
investment, it is projected that the subject property will generate
approximately $2.3 million in reimbursements for these operating expenses and
$50,000 in other miscellaneous income.

Mall Charges

     Reimbursable expenses are generally determined on the basis of a tenants'
pro-rata share. This would apply to CAM and taxes and insurance. Pro-rata share
is determined on the basis of the following formula.

                                   Tenant GLA
                                   ----------
                           Occupied GLA of Mall Shops

     Occupied GLA is defined as leasable area exclusive of anchors and cinema.
There are a few exceptions to this formula such as certain tenants paying based
on total mall GLA, or variations including and excluding certain anchors.

================================================================================

                                      -82-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

     Sprinkler charges for the mall is billed differently in that it is based
upon a rate per square foot and varies between tenants. Typically, the charges
range between $.20 and $.50 per square foot with an average for 1997 of $.30 per
square foot. All interior mall shop tenants pay this charge

     Common Area Maintenance

     Under the mall's standard lease, mall tenants pay their pro rata share of
the CAM expense plus an administrative charge of typically 15.0 percent. Before
the administrative charge, management is typically added to CAM expense.
Pro-rata share is determined on the basis of gross leased occupied area (GLOA).
GLOA for reimbursement purposes excludes the anchor tenants which includes
Kmart, Builders Square, Caribbean Theatres, and Marshall's. Provided below is a
summary of the standard clause which we assume will be put in place for a new
tenant.

================================================================================
                    Common Area Maintenance Recovery Calculation
================================================================================
Cam Expense:   Actual costs for year inclusive of amortization of capital items.
- --------------------------------------------------------------------------------
Add:                               Management Fee
- --------------------------------------------------------------------------------
Add:                           15% Administrative Fee
- --------------------------------------------------------------------------------
Less:                        Contributions from Anchors
- --------------------------------------------------------------------------------
                  Net pro-ratable CAM billable to mall tenants on the basis of
                           gross leasable occupied area (GLOA)
================================================================================

     It should be noted that once the management fee is added to the CAM
expense, the mall shops are responsible for approximately 82.0 percent of the
expense. The remaining 18.0 percent is charged as food court CAM.

     There are several existing tenants with variations of CAM recovery.
However, the recovery calculation outlined above viewed as the most common.

Real Estate Taxes

     Mall tenants pay real estate tax recoveries based upon a pro-rata share of
the expense, after major tenant deductions. Our market oriented pass-through is
based upon pro-rata share of GLOA and is net of the anchor contributions.

================================================================================

                                      -83-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

     We have calculated the effect of the total provision of vacancy and credit
loss on the in-line shops. Through the cash flow analysis, the total allowance
for vacancy and credit loss, including provisions for downtime, ranges from a
low of 2.0 percent of total potential gross revenues to a high of 11.8 percent.
On average, the total allowance for vacancy and credit loss over the projection
period averages 4.1 percent of these revenues. This schedule is reflective of
non-anchor GLA.

================================================================================
                            Total Rent Loss Forecast
================================================================================
      Year      Physical Vacancy    Global Vacancy       Total Vacancy
================================================================================
      1997            1.6%               1.0%                 2.6%
- --------------------------------------------------------------------------------
      1998            ---                2.0%                 2.0%
- --------------------------------------------------------------------------------
      1999            ---                3.0%                 3.0%
- --------------------------------------------------------------------------------
      2000             .1%               3.0%                 3.1%
- --------------------------------------------------------------------------------
      2001             .1%               3.0%                 3.1%
- --------------------------------------------------------------------------------
      2002             .1%               3.0%                 3.1%
- --------------------------------------------------------------------------------
      2003             .1%               3.0%                 3.1%
- --------------------------------------------------------------------------------
      2004            1.5%               3.0%                 4.5%
- --------------------------------------------------------------------------------
      2005            8.8%               3.0%                11.8%
- --------------------------------------------------------------------------------
      2006            2.1%               3.0%                 5.1%
- --------------------------------------------------------------------------------
      Avg.            1.4%               2.7%                 4.1%
================================================================================
     * Includes phased global vacancy provision for unseen vacancy and
       credit loss as well as weighted downtime provision of lease turnover.
================================================================================

    On balance, the aggregate deductions of all gross revenues reflected in
this analysis are based upon overall long-term market occupancy levels and are
considered what a prudent investor would allow for credit loss. The remaining
sum is effective gross income which an informed investor may anticipate the
subject property to produce. We believe this is reasonable in light of overall
vacancy in this subject's market area as well as the current leasing structure
at the subject.

Effective Gross Income

     In the initial full year of the investment, CY 1997, effective gross
revenues ("Total Income" line on cash flow) are forecasted to amount to
approximately $11.1 million, equivalent to $21.08 per square foot of total owned
GLA (525,452 square feet).

================================================================================
                         Effective Gross Revenue Summary
                 Initial Year of Investment - Calendar Year 1997
================================================================================
                                Aggregate Sum     Unit Rate      Income Ratio
================================================================================
    Potential Gross Income       $11,148,774       $21.22          100.0%
- --------------------------------------------------------------------------------
  Less: Vacancy and Credit Loss  $    72,115       $ 0.14            0.6%
- --------------------------------------------------------------------------------
    Effective Gross Income       $11,076,659       $21.08           99.4%
================================================================================
                    
================================================================================

                                      -84-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

Anchor Tenant Obligations

     In addition to rental obligations, Kmart, Marshall's and Caribbean Theatres
are responsible for CAM, and real estate taxes. The charge is stipulated by
lease agreements and is less than pro-rata share. Builders Square is responsible
for taxes only. Provided below is a summary of each of their forecasted
obligations for calendar year 1997.

================================================================================
                              CAM                            Taxes
================================================================================
                      Charge     Per Sq. Foot       Charge        Per Sq. Foot
================================================================================
 Kmart               $ 92,062        $0.68         $73,108           $0.54
- --------------------------------------------------------------------------------
 Builders Square          N/A          N/A         $69,349           $0.62
- --------------------------------------------------------------------------------
 Marshall's          $ 28,287        $0.95         $17,972           $0.57
- --------------------------------------------------------------------------------
 Caribbean Theatres  $141,500        $2.83         $ 6,500           $0.13
================================================================================

Miscellaneous Income

     The final revenue categories consist of temporary leasing of in-line space,
kiosks, and other miscellaneous income. Temporary in-line rentals are based on a
flat charge or on a percentage of sales. Many times this "incubator" space
results in a permanent deal if a tenant ends up being successful. Some temporary
tenants may also pay mall charges. Temporary kiosks rent for $600 to $1,000 per
month for the two month Christmas season. Other sources of miscellaneous
revenues include charge backs for repairs, special promotions, forfeited
security deposits, phone revenues, and interest income. In calendar year 1997,
we have reflected miscellaneous income of $50,000, or approximately $.10 per
square foot of GLA.

Allowance for Vacancy and Credit Loss

     The investor of an income producing property is primarily interested in the
cash revenues that an income-producing property is likely to produce annually
over a specified period of time rather than what it could produce if it were
always 100 percent occupied with all tenants paying rent in full and on time. It
is normally a prudent practice to expect some income loss, either in the form of
actual vacancy or in the form of turnover, non-payment or slow payment by
tenants. We have reflected a 3.0 percent stabilized contingency for both
stabilized and unforeseen vacancy and credit loss. Please note that this vacancy
and credit loss provision is applied to all mall tenants equally. We have not
taken any vacancy or credit loss against anchors. We have phased in the 3.0
percent factor as the remaining three vacant suites at the mall lease up.

     In this analysis we have also forecasted that there is an 80 percent
probability that an existing tenant will renew their lease. Upon turnover, we
have forecasted that rent loss equivalent to six months would be incurred to
account for the time and/or costs associated with bringing space back on line.
Thus, minimum rent as well as overage rent and certain other income has been
reduced by this forecasted probability.

================================================================================

                                      -84-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

     
                                             Income Capitalization Approach
================================================================================

Operating Expenses

     Total expenses incurred in the production of income from the subject
property are divided into two categories: reimbursable and non-reimbursable
items. The major expenses which are reimbursable include real estate taxes,
common area maintenance, management included within CAM, and sprinkler charges.
The non-reimbursable expenses associated with the subject property include
certain general and administrative expenses as well as certain miscellaneous
expenses. Other expenses include a reserve for the replacement of short-lived
capital components, alteration costs associated with bringing space up to
occupancy standards, and certain capital repair items.

     The various expenses incurred in the operation of the subject property have
been estimated from information provided by a number of sources. We have
reviewed the subject's component operating history for 1996 year end forecast
and 1997 budget. This information is provided within the Addenda. We have
compared this information to published data which are available (located on the
Following Facing Page), as well as confidential comparable expense information
for other centers in Puerto Rico which we maintain in our files. Finally, this
information has been tempered by our experience with other regional shopping
centers.

Expense Growth Rates

     Expense growth rates are generally forecasted to be more consistent with
inflationary trends than with competitive market forces. The Autumn 1996 Cushman
& Wakefield survey of regional malls found the low and high mean from each
respondent to be 3.5 and 3.8 percent, respectively. The Fourth Quarter 1996
Korpacz survey reports that the range in expense growth rates runs from 3.0
percent to 4.0 percent with an average of 3.8 percent, down 15 basis points from
one year ago. Unless otherwise stated, expenses are forecasted to grow by 3.5
percent per annum over the remainder of the holding period.

Reimbursable Operating Expenses

     We have analyzed each item of expense individually and attempted to project
what the typical investor in a property like the subject would consider
reasonable, based upon informed opinion, judgment and experience. The following
is a detailed summary and discussion of the reimbursable operating expenses
incurred in the operation of the subject property during the initial year of the
investment holding period.

     Common Area Maintenance - This expense category includes the annual cost of
     miscellaneous building maintenance contracts, recoverable labor and
     benefits, security, landscaping, cleaning and janitorial, exterminating,
     supplies, trash removal, exterior lighting, common area energy, heating and
     cooling, gas and fuel, equipment rental, and other miscellaneous charges.
     Actual CAM expense, exclusive of management is forecasted by ownership to
     be $1,517,005. In 1996 CAM expense was approximately $1.4 million. These
     charges include all food court CAM. For calendar year 1997, we have
     estimated a CAM expense of $1,500,000, equivalent to $2.85 per square foot
     of owned GLA. The chart on the Facing page presents a summary of comparable
     CAM expenses at regional shopping malls within the United States.

================================================================================

                                      -86-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

     Real Estate Taxes - Real estate taxes were previously discussed within the
     tax portion of this report. Taxes in 1996 were $348,667. For 1997,
     management has budgeted a tax expense of $350,262, which we have utilized
     in our analysis.

     Management - Ownership passes through management expenses to tenants
     through CAM. Management expenses for 1997 are estimated by ownership at
     $353,179. We have tied the management fee to performance with the annual
     cost of managing the subject property projected to be 4.0 percent of
     minimum and percentage rent. In the initial year of our analysis, this
     amount is shown to be $350,785. Alternatively, this amount is equivalent to
     approximately 3.1 percent of effective gross income. Our estimate is
     reflective of a typical management agreement with a firm in the business of
     providing third party professional management services. This amount is
     considered typical for a retail complex of this size. Our investigation
     into the market for this property type indicates an overall range of fees
     of 3.0 to 5.0 percent.

Non-Reimbursable Expenses

     Total non-reimbursable expenses at the subject property are projected from
accepted practices and industry standards. Again, we have analyzed each item of
expenditure in an attempt to project what the typical investor in a property
similar to the subject would consider reasonable, based upon actual operations,
informed opinion, and experience. The following is a detailed summary and
discussion of non-reimbursable expenses incurred in the operation of the subject
property for the initial year. Expenses are forecasted to increase 3.5 percent
per annum through the holding period.

     General and Administrative - Expenses related to the administrative aspects
     of the mall include costs particular to operation of the mall, including
     salaries, travel and entertainment, and dues and subscriptions. A provision
     is also made for professional services (legal and accounting fees and other
     professional consulting services). For calendar year 1997, we have
     estimated a general and administrative expense of $115,000.

     Non-Recoverable Miscellaneous Expenses - This category is provided for
     various miscellaneous and sundry expenses that ownership typically incurs
     without pass-through to tenants. Such items as unrecovered repair costs,
     preparation of suites for temporary tenants, certain non-recurring
     expenses, expenses associated with maintaining vacant space, and bad debts
     in excess of our credit loss provision would be included here. In CY 1997,
     these miscellaneous items are forecasted to amount to approximately
     $25,000.

================================================================================

                                      -87-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

     Replacement Reserves - It is customary and prudent to set aside an amount
     annually for the replacement of short-lived capital items such as the roof,
     parking lot and certain mechanical items. The repairs and maintenance
     expense category has historically included some capital items which have
     been passed through to the tenants. This appears to be a fairly common
     practice among most malls. However, we feel that over a holding period some
     repairs or replacements will be needed that will not be passed on to the
     tenants. For purposes of this report, we have estimated an expense of $0.15
     per square foot of owned GLA during the first year ($78,818) thereafter
     increasing by our expense growth rate.

Net Income/Net Cash Flow

     The total expenses of the subject property, including alterations,
commissions, capital expenditures, and reserves, are annually deducted from
total income, thereby leaving a residual net operating income or net cash flow
to the investors in each year of the holding period before debt service. In the
initial year of investment, the net operating income is forecasted to be equal
to approximately $8.74 million which is equivalent to 78.9 percent of effective
gross income. Deducting other expenses including capital items results in a net
cash flow before debt service of approximately $8.61 million.


================================================================================
                                Operating Summary
                 Initial Year of Investment - Calendar Year 1997
================================================================================
                           Aggregate Sum        Unit Rate*   Operating Ratio
================================================================================
 Effective Gross Income     $11,076,659           $21.08         100.0%
- --------------------------------------------------------------------------------
 Operating Expenses         $ 2,341,047           $ 4.46          21.1%
- --------------------------------------------------------------------------------
 Net Operating income       $ 8,735,612           $16.62          78.9%
- --------------------------------------------------------------------------------
 Other Expenses             $    78,818           $  .15           0.7%
- --------------------------------------------------------------------------------
 Cash Flow                  $ 8,656,794           $16.47          78.2%
================================================================================
 *   Based on total owned GLA of 525,452+/- square feet.
================================================================================

     Our cash flow model has forecasted the following compound annual growth
rates over the holding period.

                        =======================================
                                                   1997 to 2006
                        =======================================
                        Net Operating Income            2.0%
                        ---------------------------------------
                        Cash Flow                       2.0%
                        =======================================

================================================================================

                                      -88-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

=====================
Investment Parameters
=====================

     After projecting the income and expense components of the subject property,
investment parameters must be set in order to forecast property performance over
the holding period. These parameters include the selection of capitalization
rates (both initial and terminal) and application of an appropriate discount or
yield rate, also referred to as the internal rate of return (IRR).

Selection of Capitalization Rates

     Overall Capitalization Rate

     The overall capitalization rate bears a direct relationship between net
operating income generated by the real estate in the initial year of investment
(or initial stabilized year) and the value of the asset in the marketplace.
Overall rates are affected by the existing leasing schedule of the property, the
strength or weakness of the local rental market, the property's position
relative to competing properties, and the risk/return characteristics associated
with competitive investments.

     For retail properties, the trend has been for rising capitalization rates.
We feel that much of this has to do with the quality of product that has been
selling. Sellers of better performing dominant Class A malls have been unwilling
to waver on their pricing. Many of the malls sold over the past 18-24 months are
found in less desirable, second or third tier locations, or represent turnaround
situations with properties that are poised for expansion or remerchandising.
With fewer buyers for the top performing assets, sales have been somewhat
limited.

================================================================================
                          Overall Capitalization Rates
                               Regional Mall Sales
================================================================================
               Year             Range        Mean      Point Change
================================================================================
               1988         5.00% - 8.00%    6.19%         --
- --------------------------------------------------------------------------------
               1989         4.57% - 7.26%    6.22%         +3
- --------------------------------------------------------------------------------
               1990         5.06% - 9.11%    6.29%         +7
- --------------------------------------------------------------------------------
               1991         5.60% - 7.82%    6.44%        +15
- --------------------------------------------------------------------------------
               1992         6.00% - 7.97%    7.31%        +87
- --------------------------------------------------------------------------------
               1993         7.00% - 10.10%   7.92%        +61
- --------------------------------------------------------------------------------
               1994         6.98% - 10.29%   8.37%        +45
- --------------------------------------------------------------------------------
               1995         7.25% - 11.10%   9.13%        +76
- --------------------------------------------------------------------------------
               1996         7.00% - 12.00%   9.35%        +22
================================================================================
      Basis Point Change
================================================================================
            1988-1996                                +316 BPs
- --------------------------------------------------------------------------------
            1992-1996                                +204 BPs
================================================================================

     The data shows that the average capitalization rate has shown a rising
trend each year. Between 1988 and 1996, the average capitalization rate has
risen 316 basis points. Since 1992, the rise has been 204 basis points. This
change is a reflection of both rising interest rates and increasing first year
returns demanded by investors in light of several fundamental

================================================================================

                                      -89-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

changes which have occurred in the retail sector. The 22 basis point change in
the mean between 1995 and 1996 may be an indication that rates are approaching
stabilization.

     As noted, much of the buying over the past 18 to 24 months has been
opportunistic acquisitions involving properties selling near or below
replacement cost. Many of these properties have languished due to lack of
management focus or expertise, as well as a limited ability to make the
necessary capital commitments for growth. As these opportunities become harder
to find, we believe that investors will again begin to focus on the stable
returns of the dominant Class A product.

     The Cushman & Wakefield's Autumn 1996 survey reveals that going-in cap
rates for Class A regional shopping centers range between 7.00 and 9.50 percent,
with a low average of 7.90 percent and high average of 8.20 percent,
respectively; a spread of 30 basis points. Generally, the change in average
capitalization rates over the Winter 1995 survey shows that the low average
decreased by 50 basis points, while the upper average remained the same.
Terminal, or going-out rates are now averaging 8.20 and 8.60 percent, indicating
a spread between 30 to 40 basis points over the going-in rates. For Class B
properties, the average low and high going-in rates are 9.30 and 9.60 percent,
respectively, with terminal rates of 9.60 and 10.00 percent.

<TABLE>
<CAPTION>
=============================================================================================
                      Cushman & Wakefield Valuation Advisory Services
                       National Investor Survey - Regional Malls (%)
=============================================================================================
 Investment         Winter 1995                Spring 1996                Autumn 1996
 Parameters      Low          High          Low          High          Low          High
=============================================================================================
<S>            <C>          <C>           <C>          <C>           <C>          <C>   
 OAR/Going-In   7.0 - 8.0    7.5 - 9.0     7.5 - 9.0    7.5 - 9.5     7.0 - 9.0    7.5 - 9.5
                   7.47         8.25           8.0          8.2           7.9          8.2
- ---------------------------------------------------------------------------------------------
 OAR/Terminal   7.0 - 9.0    8.0 - 10.0    7.0 - 9.5    7.8 - 11.0    7.0 - 9.5    7.8 - 11.0
                  8.17         8.83           8.3          8.7           8.2          8.6
- ---------------------------------------------------------------------------------------------
 IRR           10.0 - 11.5  10.5 - 12.0   10.0 - 15.0  11.0 - 15.0   10.0 - 15.0  11.0 - 15.0
                 10.72        11.33          11.5         11.8          11.4         11.8
=============================================================================================
</TABLE>

     Cushman & Wakefield now surveys respondents on their criteria for both
Class B and "Value Added" malls. As expected, going-in capitalization and yield
rates range from 100 to 300 basis points above rates for Class A assets. Our
current survey also shows that investors have become more cautious in their
underwriting, positioning "retail" lower on their investment rating scales in
terms of preferred investments.

     The Fourth Quarter 1996 Peter F. Korpacz survey concurs with these
findings, citing that regional malls are near the bottom of investor
preferences. As such, they foresee some opportunities for select investing.
Pricing is lower then it has been in years. With expense growth surpassing sales
increases in many markets, occupancy cost issues have also become of greater
concern. Even in some malls where sales approach the lofty level of $350+ per
square foot, it is not uncommon for occupancy costs to limit the opportunity to
grow rents. Thus, with limited upside growth in net income, cap rates are
generally well above 8.0 percent. Even at this level, cap rates are lower than
other property types. One attraction for malls is that pricing is based upon the
expectation of lower rents while most other property types are analyzed with
higher rents.

================================================================================

            
                                      -90-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================


================================================================================
                         NATIONAL REGIONAL MALL MARKET
                             FOURTH QUARTER 1996
================================================================================
                               CURRENT           LAST
 KEY INDICATORS                QUARTER          QUARTER        YEAR AGO
================================================================================
 Free Clear Equity IRR
 RANGE                       10.00%-14.00%   10.00%-14.00%   10.00%-14.00%
 AVERAGE                         11.69%          11.56%          11.55%
- --------------------------------------------------------------------------------
 CHANGE (Basis Points)             -              +13             +14
- --------------------------------------------------------------------------------
 Free & Clear Going-In Cap Rate
- --------------------------------------------------------------------------------
 RANGE                        6.25%-11.00%    6.25%-11.00%    6.25%-11.00%
 AVERAGE                          8.57%           8.33%          7.86%
- --------------------------------------------------------------------------------
 CHANGE (Basis Points)             -              +24             +71
- --------------------------------------------------------------------------------
 Residual Cap Rate
- --------------------------------------------------------------------------------
 RANGE                        7.50%-11.00%    7.00%-11 00%    7.00%-11.00%
 AVERAGE                          8.76%          8.71 %          8.45%
- --------------------------------------------------------------------------------
 CHANGE (Basis Points)             -               +5             +31
================================================================================
Source: Peter Korpacz Associates, Inc. - Real Estate Investor Survey Fourth 
Quarter - 1996
================================================================================

     As can be seen from the above, the average IRR has increased by 14 basis
point to 11.69 percent from one year ago. It is noted that this measure has been
relatively stable over the past 12 months. The quarter's average initial free
and clear equity cap rate rose 71 basis points to 8.57 percent from a year
earlier, while the residual cap rate increased 31 basis points to 8.76 percent.

     Most retail properties that are considered institutional grade are
existing, seasoned centers with good inflation protection that offer stability
in income and are strongly positioned to the extent that they are formidable
barriers to new competition. Equally important are centers which offer good
upside potential after face-lifting, renovations, or expansion. With new
construction down substantially, owners have accelerated renovation and
remerchandising programs. Little competition from over-building is likely in
most mature markets within which these centers are located. Environmental
concerns and "no-growth" mentalities in communities are now serious impediments
to new retail development.

     Finally, investors have recognized that the retail landscape has been
fundamentally altered by consumer lifestyles changes, industry consolidations
and bankruptcies. This trend was strongly in evidence as the economy enters 1997
in view of the wave of retail chains whose troublesome earnings are forcing
major restructures or even liquidations. Trends toward more casual dress at work
and consumers growing pre-occupation with their leisure and home lives have
created the need for refocused leasing efforts to bring those tenants to the
mall that help differentiate them from the competition. As such, entertainment,
a loosely defined concept, is one of the most common directions malls have
taken. A trend toward bringing in larger specialty and category tenants to the
mall is also in evidence. The risk from an owners standpoint is finding that mix
which works the best. Nonetheless, the cumulative effect of these changes has
been a rise in rates as investors find it necessary to adjust their risk
premiums in their underwriting.

================================================================================

                                      -91-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

     Based upon this discussion, we are inclined to group and characterize
regional malls into the general categories following:

Cap Rate Range     Category
- --------------     --------

 7.0% to 7.5%      Top 15 to 20+/- malls in the country. Excellent
                   demographics with high sales ($400+/-SF) and good
                   upside.

 7.5% to 8.5%      Dominant Class A investment grade property, high
                   sales levels, relatively good health ratios, excellent
                   demographics (top 50 markets), and considered to
                   present a significant barrier to entry within its trade
                   area. Sales tend to be in the $300 to $350 per
                   square foot range.

 8.5% to 11.0%     Somewhat broad characterization of investment
                   quality properties ranging from primary MSAs to
                   second tier cities. Properties at the higher end of
                   the scale are probably somewhat vulnerable to new
                   competition in their market.

 11.0% to 14.0%    Remaining product which has limited appeal or
                   significant risk which will attract only a smaller, select
                   group of investors.

Conclusion - Initial Capitalization Rate

     Based upon this analysis, we can develop a going-in capitalization rate for
the subject based upon its tenancy, investment appeal, quality, and inherent
risks. As discussed, we believe the subject will become one of the dominant
malls in the Kansas City MSA. The Great Mall of The Great Plains is expected to
perform at or above regional norms for sales productivity, and will have a
unique tenancy not found at any of the area's competing properties. The property
appears to be well positioned in its market with a strong anchor tenancy. On
balance, we have looked toward a going-in capitalization rate between 9.00 and
9.50 percent for the subject based upon a stabilized operating basis.

Terminal Capitalization Rate

     The residual cash flows generated annually by the subject property comprise
only the first part of the return which an investor will receive. The second
component of this investment return is the pre-tax cash proceeds from the resale
of the property at the end of a projected investment holding period. Typically,
investors will structure a provision in their analyses in the form of a rate
differential over a going-in capitalization rate in projecting a future
disposition price. The view is that the improvement is then older and the future
is harder to visualize; hence a slightly higher rate is warranted for added
risks in forecasting. On average, the Cushman & Wakefield survey shows a 30-40
basis point differential, while Korpacz reports 19 basis points.

- --------------------------------------------------------------------------------

                                      -92-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

     In our analysis, we have conservatively added 25 basis points to arrive at
a projected terminal capitalization rate ranging from 9.25 to 9.75 percent. This
provision is made for the risk of lease-up and maintaining a certain level of
occupancy in the center, its level of revenue collection, the prospects of
future competition, as well as the uncertainty of maintaining the forecasted
growth rates over such a holding period. In our opinion, this range of terminal
rates would be appropriate for the subject.

     Thus, this range of rates is applied to the following year's net operating
income before reserves, capital expenditures, leasing commissions and
alterations as it would be the first received by a new purchaser of the subject
property. Applying a rate of say 9.50 percent for disposition, a current
investor would dispose of the subject property at the end of the investment
holding period for an amount of approximately $113.9 million based upon FY 2007
net income of approximately $10.8 million.

     From the projected reversionary value to an investor, we have made a
deduction to account for the various transaction costs associated with the sale
of an asset of this type. These costs consist of 2.0 percent of the total
disposition price of the subject property as an allowance for transfer taxes,
professional fees, and other miscellaneous expenses, including an allowance for
alteration costs that the seller pays at final closing. Deducting these
transaction costs from the computed reversion renders pre-tax the net proceeds
of sale to be received by an investor in the subject property at the end of the
holding period.

<TABLE>
<CAPTION>
=============================================================================================
                                  Net Proceeds at Reversion
=============================================================================================
                                              Less Costs of Sale and
Net Income FY 2007     Gross Sale Price     Miscellaneous Expenses @ 2.0%       Net Proceeds
=============================================================================================
<S>                      <C>                        <C>                         <C>         
   $10,817,374           $113,867,095               ($2,277,342)                $111,589,795
=============================================================================================
</TABLE>

Selection of Discount Rate

     The discounted cash flow analysis makes several assumptions which reflect
typical investor requirements for yield on real property. These assumptions are
difficult to directly extract from any given market sale or by comparison to
other investment vehicles. Instead, investor surveys of major real estate
investment funds and trends in bond yield rates are often cited to support such
analysis.

     A yield or discount rate differs from an income rate, such as cash-on-cash
(equity dividend rate), in that it takes into consideration all equity benefits,
including the equity reversion at the time of resale and annual cash flow from
the property. The internal rate of return is the single-yield rate that is used
to discount all future equity benefits (cash flow and reversion) into the
initial equity investment. Thus, a current estimate of the subject's present
value may be derived by discounting the projected income stream and reversion
year sale at the property's yield rate.

================================================================================

                                        -93-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

     Yield rates on long term real estate investments range widely between
property types. As cited in Cushman & Wakefield's Autumn 1996 survey, investors
in regional malls are currently looking at broad rates of return between 10.00
and 15.00 percent, down slightly from our last two surveys. The average low IRR
for Class A malls is 11.40 percent, while the average high is 11.80 percent. The
indicated low and high averages for Class B properties are 13.40 and 13.90
percent, respectively. Peter F. Korpacz reports an average internal rate of
return of 11.69 percent for the Fourth Quarter 1996, up 14 basis points from
year-ago levels.

     The yield rate on a long term real estate investment can also be compared
with yield rates offered by alternative financial investments since real estate
must compete in the open market for capital. In developing an appropriate risk
rate for the subject, consideration has been given to a number of different
investment opportunities. The following is a list of rates offered by other
types of securities.


================================================================================
              Market Rates and Bond Yields (%)      March 26,1997
================================================================================
               Reserve Bank Discount Rate              5.00%
- --------------------------------------------------------------------------------
               Prime Rate (Monthly Average)            8.25%
- --------------------------------------------------------------------------------
               6-Month Treasury Bills                  5.18%
- --------------------------------------------------------------------------------
               U.S. 1O-Year Notes                      6.56%
- --------------------------------------------------------------------------------
               U.S. 30-Year Bonds                      6.82%
- --------------------------------------------------------------------------------
               Telephone Bonds                         7.86%
- --------------------------------------------------------------------------------
               Municipal Bonds                         5.79%
================================================================================
               Source: New York Times
================================================================================

     This compilation of yield rates from alternative investments reflects
varying degrees of risk as perceived by the market. Therefore, a riskless level
of investment might be seen in a six month treasury bill at 5.18 percent. A more
risky investment, such as telephone bonds, would currently yield a much higher
rate of 7.86 percent. The prime rate is currently 8.25 percent, while the
discount rate is 5.00 percent. Ten year treasury notes are currently yielding
around 6.56 percent, while 30-year bonds are at 6.82 percent.

     Real estate investment typically requires a higher rate of return (yield)
and is much influenced by the relative health of financial markets. A retail
center investment tends to incorporate a blend of risk and credit based on the
tenant mix, the anchors that are included (or excluded) in the transaction, and
the assumptions of growth incorporated within the cash flow analysis. An
appropriate discount rate selected for a retail center thus attempts to consider
the underlying credit and security of the income stream, and includes an
appropriate premium for liquidity issues relating to the asset.

     There has historically been a consistent relationship between the spread in
rates of return for real estate and the "safe" rate available through long-term
treasuries or high-grade corporate bonds. A wider gap between return
requirements for real estate and alternative investments has been created in
recent years due to illiquidity issues, the absence of third party financing,
and the decline in property values.

================================================================================

                                      -94-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

     Investors have suggested that the regional mall market has become
increasingly "tiered" over the past two years. The country's premier malls are
considered to have the strongest trade areas, excellent anchor alignments, and
significant barriers of entry to future competitive supply. These and other
"dominant" malls will have average mall shop sales above $350 per square foot
and be attractive investment vehicles in the current market. It is our opinion
that the subject would attract high interest from institutional investors if
offered for sale in the current marketplace. There is not an abundance of
regional mall assets of comparable quality currently available, and many
regional malls have been included within REITs, rather than offered on an
individual property basis. However, we must further temper our analysis due to
the fact that there remains some risk that the inherent assumptions employed in
our model come to full fruition.

     Finally, application of these rate parameters to the subject should entail
some sensitivity to the rate at which leases will be expiring over the
projection period. Provided below is a summary of the forecasted lease
expiration schedule for the subject. A complete expiration report is included in
the Addenda.

================================================================================
                           Lease Expiration Schedule
================================================================================
               Calendar Year         GLA (SF)     Cumulative %
================================================================================
                    1997               ---             ---
- --------------------------------------------------------------------------------
                    1998               ---             ---
- --------------------------------------------------------------------------------
                    1999               450            0 0%
- --------------------------------------------------------------------------------
                    2000               360            0.2%
- --------------------------------------------------------------------------------
                    2001               980            0.3%
- --------------------------------------------------------------------------------
                    2002             1,260            0.6%
- --------------------------------------------------------------------------------
                    2003               800            0.7%
- --------------------------------------------------------------------------------
                    2004            41,379            8.6%
- --------------------------------------------------------------------------------
                    2005            84,899           24.8%
- --------------------------------------------------------------------------------
                    2006            38,615           32.1%
================================================================================

     From the above, we see that a small percentage (0.2 percent) of total GLA
will expire by 2000. Over the total projection period, approximately 32.1
percent of the mall will turnover. Overall, consideration is given to this in
our selection of an appropriate risk rate.

     We would also note that much of the risk factored into such an analysis is
reflected in the assumptions employed within the cash flow model, including rent
and sales growth, turnover, reserves for replacement, and vacancy provisions.

     Finally, we recognize that over one-third of base rental income on average
comes from anchor major/tenants whose creditworthiness adds stability to the
cash flow.

     We have briefly discussed the investment risks associated with the subject.
On balance, it is our opinion that an investor in the subject property would
require an internal rate of return between 11.00 and 11.50 percent for the mall.


================================================================================

                                      -95-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

Present Value Analysis

     Analysis by the discounted cash flow method is examined over a holding
period that allows the investment to mature, the investor to recognize a return
commensurate with the risk taken, and a recapture of the original investment.
Typical holding periods usually range from 10 to 20 years and are sufficient for
the majority of institutional grade real estate such as the subject to meet the
criteria noted above. We have tested the optimum time to sell the asset over a
10 to 15 year time frame and found only a slight variance in value. In the
instance of the subject, we have analyzed the cash flows anticipated over a
10-year period commencing on January 1, 1997.

     A sale or reversion is deemed to occur at the end of the 10th year
(December 31, 2006), based upon capitalization of the following year's net
operating income. This is based upon the premise that a purchaser in the 10th
year is buying the following year's net income. Therefore, our analysis reflects
this situation by capitalizing the first year of the next holding period.

     The present value is formulated by discounting the property cash flows at
various yield rates. The yield rate utilized to discount the projected cash flow
and eventual property reversion has been based on an analysis of anticipated
yield rates of investors dealing in similar investments. The rates reflect
acceptable expectations of yield to be achieved by investors currently in the
marketplace shown in their current investment criteria and as extracted from
comparable property sales.

================================================================================

                                      -96-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




                                             Income Capitalization Approach
================================================================================

     =====================
     Cash Flow Assumptions
     =====================

     Our cash flows forecasted for the property have been presented. To
reiterate, the formulation of these cash flows incorporate the following general
assumptions in our computer model:

================================================================================
            SUMMARY OF CRITICAL ASSUMPTIONS FOR DISCOUNTED CASH FLOW
================================================================================
SUBJECT PROPERTY                                       MONTEHIEDRA TOWN CENTER
================================================================================
SQUARE FOOTAGE RECONCILIATION
================================================================================
TOTAL GROSS LEASABLE AREA                                   525,452+/- SF
- --------------------------------------------------------------------------------
     TOTAL MALL SHOP GLA                                    200,050+/- SF
================================================================================
MARKET RENT/SALES CONCLUSIONS
================================================================================
MARKET RENT ESTIMATES (1997)
- --------------------------------------------------------------------------------
     AVERAGE MALL SHOP RENT                                  $ 21.50/SF
- --------------------------------------------------------------------------------
     AVERAGE FOOD COURT RENT                                 $ 65.00/SF
- --------------------------------------------------------------------------------
     AVERAGE KIOSK RENT                                      $150.00/SF
- --------------------------------------------------------------------------------
RENTAL BASIS                                                        NNN
- --------------------------------------------------------------------------------
MARKET RENTAL GROWTH RATE                4% for 3 yrs.; 3.5% thereafter
- --------------------------------------------------------------------------------
STABILIZED CREDIT RISK LOSS (NON-ANCHOR SPACE)                     3.0%
================================================================================
VACANCY & TYPICAL LEASE TERM
================================================================================
AVERAGE LEASE TERM                                             10 Years
- --------------------------------------------------------------------------------
BASE RENT STEP                                          10% In Year Six
- --------------------------------------------------------------------------------
RENEWAL PROBABILITY                                               80.0%
- --------------------------------------------------------------------------------
WEIGHTED AVERAGE DOWNTIME                                      2 Months
- --------------------------------------------------------------------------------
STABILIZED OCCUPANCY                                              97.0%
- --------------------------------------------------------------------------------
CURRENT VACANCY                                                5,600 SF
- --------------------------------------------------------------------------------
ABSORPTION PERIOD                                                1 Year
================================================================================
OPERATING EXPENSE DATA
================================================================================
LEASING COMMISSIONS                                Included in Mgt. Fee
- --------------------------------------------------------------------------------
EXPENSE GROWTH RATE                                             3.5%/YR
- --------------------------------------------------------------------------------
CPI                                                             3.5%/YR
- --------------------------------------------------------------------------------
MANAGEMENT FEE (BASED ON MINIMUM 8 PERCENT RENT)                   4.0%
- --------------------------------------------------------------------------------
CAPITAL RESERVES (PSF OF OWNED GLA)                            $0.15/SF
================================================================================


================================================================================
RATES OF RETURN                                     AS IS
================================================================================
CASH FLOW START DATE                                             1/1/97
- --------------------------------------------------------------------------------
DISCOUNT RATE                                            11.00 - 11.50%
- --------------------------------------------------------------------------------
GOING-IN CAPITALIZATION RATE                               9.00 - 9.50%
- --------------------------------------------------------------------------------
TERMINAL CAPITALIZATION RATE                               9.25 - 9.75%
- --------------------------------------------------------------------------------
REVERSIONARY SALES COSTS                                          2.00%
- --------------------------------------------------------------------------------
HOLDING PERIOD                                                 10 Years
================================================================================


================================================================================

                                      -98-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                             Income Capitalization Approach
================================================================================

     For a property such as the subject, it is our opinion that an investor
would require an all cash discount rate in the range of 11.00 to 11.50 percent.
Accordingly, we have discounted the projected future pre-tax cash flows to be
received by an equity investor in the subject property to a present value so as
to yield 11.00 to 11.50 percent at 25 basis point intervals on equity capital
over the holding period. This range of rates reflects the risks associated with
the investment. Discounting these cash flows over the range of yield and
terminal rates now being required by participants in the market for this type of
real estate places additional perspective upon our analysis. A valuation matrix
for the subject appears on the following table:

================================================================================
                Valuation Matrix {000) - Free and Clear Estimate
================================================================================
                                              Discount Rate
                                   --------------------------------
           Terminal Cap Rate        11.00%      11.25%       11.50%
================================================================================
                9.25%              $94,584     $93,107      $91,661
- --------------------------------------------------------------------------------
                9.50%              $93,522     $92,068      $90,645
- --------------------------------------------------------------------------------
                9.75%              $92,514     $91,083      $89,682
================================================================================

     Through such a sensitivity analysis, it can be seen that the present value
of the subject property varies from approximately $89.7 to $94.6 million on a
free and clear basis. Giving consideration to all of the characteristics of the
subject previously discussed, we feel that a prudent investor would require a
yield which falls near the middle of the range outlined above for this property.
Accordingly, we believe that based upon all of the assumptions inherent in our
cash flow analysis, an investor would look toward as IRR around 11.25 percent
and a terminal rate around 9.50 percent as being most representative of the
subject's value in the market.

     In view of the analysis presented here, it becomes our opinion that the
discounted cash flow analysis indicates a market value of $92.0 million for the
subject property as of February 28, 1997, based upon cash flows commencing
January 1, 1997. The indices of investment generated through this indicated
value conclusion are shown on the facing page.

     Based on this analysis, the following investment indices are indicated.

               Value per SF of Owned GLA          $175.09
               Implicit Going-In Cap Rate           9.50%
               Year Two Cap Rate                    9.67%

     Approximately 58.2 percent of the concluded value is attributed to cash
flow and 41.8 percent to reversion which is considered a reasonable balance. The
chart on the Following Page summarizes our discounted cash flow analysis.

     We note that the computed equity yield is not necessarily the true rate of
return on equity capital. This analysis has been performed on a pre-tax basis.
The tax benefits created by real estate investment will serve to attract
investors to a pre-tax yield which is not the full measure of the return on
capital.

================================================================================

                                      -99-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
<CAPTION>
==================================================================================================
 DISCOUNTED CASH FLOW ANALYSIS
 Montehiedra Town Center
 Cushman & Wakefield, Inc
==================================================================================================
 Year              Net Cash      Discount Factor    Present Value     Composition   Annual Cash
 No.    Year         Flow           11.25%          of Cash Flows      of Yield    on Cash Return
==================================================================================================
<S>     <C>       <C>              <C>                <C>                <C>           <C>  
   1    1997      $8,656,794    X  0.8988764     =    $7,781,388         8.45%         9.41%
   2    1998      $8,821,103    X  0.8079788     =    $7,127,264         7.74%         9.59%
   3    1999      $8.883,391    X  0.7262731     =    $6,451,768         7.01%         9.66%
   4    2000      $9,104,628    X  0.6528297     =    $5,943,772         6.46%         9.90%
   5    2001      $9,302,453    X  0.5868132     =    $5,458,803         5.93%        10.11%
   6    2002      $9,454,222    X  0.5274726     =    $4,986,843         5.42%        10.28%
   7    2003      $9,607,246    X  0.4741326     =    $4,555,109         4.95%        10.44%
   8    2004      $9,660,503    X  0.4261867     =    $4,117,177         4.47%        10.50%
   9    2005      $9,530,214    X  0.3830891     =    $3,650,921         3.97%        10.36%
  10    2006     $10,365,612    X  0.3443498     =    $3,569,396         3.88%        11.27%
- --------------------------------------------------------------------------------------------------
 Total Present Value of Cash Flows:                  $53,642,441        58.26%        10.15%
                                                                        Total         Average
- --------------------------------------------------------------------------------------------------

 Reversion Year   NOI/Income       /    Terminal OAR  =      Reversion
 --------------   ----------            ------------         ---------
  11   2007       $10,817,374                  9.50%  =   $113,867,095
                  Less: Cost of Sale           2.00%      ($2,277,342)
                  Less: TIs & Commissions                           $0
                  ------------------                      ------------
                  Net Reversion                           $111,589,753
                  x Discount Factor                          0.3443498
                  ------------------                      ------------
                  Total Present Value of Reversion         $38,425,906          41.74%

 Total Present Value of Cash Flows & Reversion:            $92,068,347         100.00%


                  ----------------------------------------------------
                  ROUNDED VALUE via
                  DISCOUNTED CASH FLOW                     $92,000,000
                  ----------------------------------------------------

                  ====================================================
                  Owned Net Rentable Area:                     525,452
                  Value Per Square Foot (Owned GLA):           $175.09

                  Owned Mall Shop Area:                        200,050
                  Value Per Square Foot (Shop GLA):            $459.89

                  Year One NOI (12 months):                 $8,735,612
                  Implicit Going-In Capitalization Rate:         9.50%

                  Compound Annual Growth Rate
                  Concluded Value to Net Reversion Value:        2.17%

                  Compound Annual Growth Rate
                  Net Cash Flow:                                 2.02%
                  ====================================================


==================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             Income Capitalization Approach
================================================================================

=====================
Direct Capitalization 
=====================

     To further support our prospective value conclusion derived via the
discounted cash flow, we have also utilized the direct capitalization method. In
direct capitalization, an overall rate is applied to the net operating income of
the subject property. In this case, we will again consider the indicated overall
rates from the comparable sales in the Sales Comparison Approach as well as
those rates established in our Investor Survey.

     In view of our total analysis, we would anticipate that the subject
property would trade at an overall rate of approximately 9.00 to 9.50 percent
applied to first year income. In view of our total analysis, we believe a more
defined range of 9.25 to 8.50 percent is realistic for the subject. Applying
these rates to the first stabilized year net operating income before reserves,
alterations, and other expenses for the subject of $8,735,612 results in a value
of approximately $92.0 to $94.4 million.

================================================================================
                               Direct Capitalization                
                         Cap Rate      FY 1997 NOI $8,735,612
================================================================================
                           9.25%           $94,439,000
- --------------------------------------------------------------------------------
                           9.50%           $91,954,000
================================================================================

    From this range, we would be inclined to conclude at a Market Value of
$93,000,000 via Direct Capitalization. This value is indicative of an overall
first year rate of 9.39 percent.


================================================================================

                                     -100-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                    RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     Reconciliation is the process of deriving a single point value estimate for
the subject property from the indications provided by the approaches at hand.
This process requires the weighing of each approach as they relate to the
appraisal assignment and resolving the differences among the valuation
procedures. In the end, a single estimate of market value is concluded based
upon the appropriateness of each value indication. A summary of the value
indications for the subject is set forth below.

================================================================================
                                  Value Summary
================================================================================
          Sales Comparison Approach $91,000,000 - $93,000,000
- --------------------------------------------------------------------------------
          Income Approach                            
            Discounted Cash Flow                  $92,000,000
            Direct Capitalization                 $93,000,000
================================================================================

     Two approaches to value have been utilized for this analysis. In general
terms, the approaches included provide complimentary results, each technique
supporting the other. The range of values runs from $91.0 million to $93.0
million, a spread of only 2.2 percent.

Cost Approach

     The Cost Approach is based on the principle of substitution which maintains
that the prudent purchaser will not pay more for a property than the cost to
construct an equally desirable substitute property. It is best applied to a
property where improvements to the site are new or of a special design and use.
The estimation of replacement cost new and developer's profit requires judgment,
based upon cost services and interviews. Land value has been estimated using a
market comparison approach based upon comparable transactions. Some limitations
do exist with this approach when estimating market value.

     As discussed, this methodology has been omitted for this analysis due to
the difficulty in valuing anchor stores commitments to properties of the
subject's caliber, as well as the estimation of accrued depreciation.

Sales Comparison Approach

     The Sales Comparison Approach has arrived at a value for the subject
property by analyzing historical arms-length transactions, reducing the gathered
information to common units of comparison, adjusting the sale data for
differences with the subject, and interpreting the results to yield a meaningful
value conclusion. The basis of these conclusions was the cash-on-cash return
based on net income and the adjusted price per square foot of gross leasable
area sold.

     The process of comparing historical sales data to assess what purchasers
have been paying for similar type properties is weak in estimating future
expectations. Although the unit sale price yields comparable conclusions, it is
not the primary tool by which the investor market for a property like the
subject operates. In addition, no two properties are alike with respect to
quality of construction, location, market segmentation and income profile. As
such, subjective judgment necessarily becomes a part of the comparative process.

================================================================================

                                     -101-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                     Reconciliation and final value Estimate
================================================================================

     The usefulness of this approach is that it interprets specific investor
parameters established in their analysis and ultimate purchase of a property. In
light of the above, this methodology is best suited as support for the
conclusions of the Income Approach. It provides useful market extracted rates of
return, such as overall rates, to simulate investor behavior in the Income
Approach.

Income Approach

     Discounted Cash Flow Analysis

     The subject property is highly suited to analysis by the discounted cash
flow method (DCF) as it will be bought and sold in investment circles. The focus
on property value in relation to anticipated income is well founded since the
basis for investment is profit in the form of return or yield on invested
capital.

     The subject property, as an investment vehicle, is sensitive to all changes
in the economic climate and the economic expectations of investors. The
discounted cash flow analysis may easily reflect changes in the economic climate
of investor expectations by adjusting the variables used to qualify the model.
In the case of the subject property, the DCF can analyze existing leases,
probabilities of future rollovers and turnovers, and reflect the expectations of
overage rents. Essentially, the DCF can model many of the dynamics of a complex
shopping center.

     Particular emphasis is placed on the results of the discounted cash flow
analysis because of the applicability of this method in accounting for the
specific characteristics of the property, as well as being the tool used by many
purchasers.

     Capitalization

     Direct capitalization has its basis in capitalization theory and uses the
premise that the relationship between income and sales price may be expressed as
a rate or its reciprocal, a multiplier. This process selects rates derived from
the marketplace, in much the same fashion as the "Sales Comparison Approach",
and applies this to a projected net operating income to derive a sale price. The
weakness here is the idea of using one year of cash flow as the basis for
calculating a sale price. This is simplistic in its view of expectations and may
sometimes be misleading. If the year chosen for the analysis of the sale price
contains an income steam that is over or understated, this error is compounded
by the capitalization process. Nonetheless, real estate of the subject's caliber
is commonly purchased on a direct capitalization basis.

     Overall, this methodology has been given important consideration in our
total analysis of the subject property upon stabilized operations.

================================================================================

                                     -102-


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                    Reconciliation and final value Estimate
================================================================================

Conclusions

    We have briefly discussed the applicability of each of the methods
presented. Because of certain vulnerable characteristics in the Sales Comparison
Approach, it has been used as supporting evidence and as a final check on the
value conclusion indicated by the Income Approach methodologies. The ranges in
value exhibited by the two Income Approach methodologies are consistent with the
leasing profiles. Each indicates complimentary results with the Sales Comparison
Approach, the conclusions being supportive of each method employed, and neither
range being extremely high or low in terms of the other.

Concluded Market Value

     As a result of our analysis, we have formed an opinion that the Market
Value of the Leased Fee Estate in the subject property as it existed on the date
of inspection, subject to the assumptions, limiting conditions, certifications,
and definitions, as of March 7, 1997, the date of inspection, was:

                           NINETY TWO MILLION DOLLARS
                                   $92,000,000


================================================================================

                                     -103-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

2.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

3.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.
 
4.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.
 
5.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

================================================================================

                                     -104-


<PAGE>

                                        Assumptions and Limiting Conditions
================================================================================

6.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

7.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components

8.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser has reviewed lease documents and assumes no responsibility for
     the authenticity or completeness of lease information provided by others.
     C&W recommends that legal advice be obtained regarding the interpretation
     of lease provisions and the contractual rights of parties.

9.   The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

10.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

11.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.

================================================================================

                                     -105-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

1.   Brian J. Booth has inspected the property. Richard W. Latella, MAI, has
     reviewed and approved the report and inspected the property.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Richard W. Latella has completed the
     requirements of the continuing education program of the Appraisal
     Institute.

/s/ Richard W. Latella                       /s/ Brian J. Booth
- --------------------------------------       -----------------------------------
Richard W. Latella,  MAI                     Brian J Booth
Senior Director                              Retail Valuation Group
Retail Valuation Group
Temporary Licensed General Real Estate
Appraiser Commonwealth of Puerto Rico


================================================================================

                                     -106-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>




                                                                    ADDENDA
================================================================================

                    NATIONAL RETAIL OVERVIEW (UNITED STATES)
                               LEGAL DESCRIPTION
                 1996 ESTIMATED ACTUAL & 1997 OPERATING BUDGET
                                  RENT ROLL
                        PRO-JECT LEASE ABSTRACT REPORT
                          PRO-JECT ASSUMPTION REPORT
                          PRO-JECT EXPIRATION REPORT
                           PRO-JECT TENANT REGISTER
                          APPRAISERS' QUALIFICATIONS


















<PAGE>


                     =======================================
                            CUSHMAN & WAKEFIELD, INC.
                            NATIONAL RETAIL OVERVIEW
                     =======================================




                             Retail Valuation Group
                            Richard W. Latella, MAI
                                Senior Director




<PAGE>


                                            NATIONAL RETAIL MARKET OVERVIEW
================================================================================

Introduction

     Shopping centers constitute the major form of retail activity in the United
States today. Approximately 55 percent of all non-automotive retail sales occur
in shopping centers. It is estimated that consumer spending accounts for about
two-thirds of all economic activity in the United States. As such, retail sales
patterns have become an important indicator of the country's economic health.

     The early part of the 1990s was a time of economic stagnation and
uncertainty in the country. The gradual recovery, which began as the nation
crept out of the last recession, has shown some signs of weakness as corporate
downsizing has accelerated. But as the recovery period reaches into its fifth
year and the retail environment remains volatile, speculation regarding the
nation's economic future remains. It is this uncertainty which has shaped recent
consumer spending patterns. We shall first provide a brief overview of broad
economic measures that are important in terms of long range retail sales
forecasting and general investment underwriting. This is followed by a
discussion of retail sales trends along with selected statistics of the shopping
center industry. Also included is a discussion of contemporary industry trends,
valuation issues and a brief overview of the REIT market.

Personal Income and Consumer Spending

     Americans' personal income advanced by eight-tenths of a percent in
December, which helped raise income for all of 1996 by 5.5 percent. This was
less than 1995 but it far outpaced the 2.5 percent in 1994.

================================================================================
           Personal Income                            Consumer Spending
================================================================================
     Year                % Change                Year                 % Change
================================================================================
     1993                   4.7                  1993                    5.8
- --------------------------------------------------------------------------------
     1994                   2.5                  1994                    5.5
- --------------------------------------------------------------------------------
     1995                   6.1                  1995                    4.8
- --------------------------------------------------------------------------------
     1996                   5.5                  1996                    4.6
================================================================================
Source:    Commerce Dept.  
================================================================================

     American workers won wage gains in 1996 that were the largest since 1990.
Nationwide, average hourly wages rose by 3.8 percent to $11.98 in 1996, about
five-tenths of a percent above the inflation rate. This compares with 3.2
percent in 1995. Personal income grew three-tenths of a percent in January 1997.

     Consumer spending is another closely watched indicator of economic
activity. The importance of consumer spending is that it represents two-thirds
of the nation's economic activity. Total consumer spending rose by 4.6 percent
in 1996, slightly off of the 4.8 percent rise in 1995. These increases followed
a significant lowering on unemployment and bolstered consumer confidence.
Personal spending grew eight-tenths of a percent in February 1997. This followed
a revised January figure of 1.5 percent. Both measures were well above analysts
expectations which renewed fears of an interest rate increase.

================================================================================

                                       -1-


<PAGE>


                                            National Retail Market Overview
================================================================================

Unemployment Trends

     The Clinton Administration touts that its economic policy has dramatically
increased the number of citizens who have jobs. Correspondingly, the nation's
unemployment rate continues to decrease from its recent peak in 1992. Selected
statistics released by the Bureau of Labor Statistics are summarized as follows:

================================================================================
                         Selected Employment Statistics:
================================================================================
        Civilian Labor Force:                    Employed 
=================================================================
            Total Workers           Total Workers                   Unemployment
  Year(1)      (000)      % Change     (000)        % Change Rate       Rate
================================================================================
   1990       124,787         .7      117,914             .5             5.5  
   1991       125,303         .4      116,877            -.9             6.7  
   1992       126,982        1.3      117,598             .6             7.4  
   1993       123 040         .8      119,306            1.5             6.8
   1994       131,056        2.4      123,060            3.1             6.1
   1995       132,337        .98      124,926            1.5             5.6
   1996       135,022        2.0      127,855            2.3             5.3
================================================================================
   CAGR                     1.32                        1.37
1990-1996 
================================================================================
(1)  Year ending December 31
Source: Bureau of Labor Statistics U.S. Department of Labor
================================================================================

     During 1996, the labor force increased by 2,685,000 or approximately 2.0
percent. Correspondingly, the level of employment increased by 2,929,000 or 2.3
percent. As such, the year end unemployment rate dropped by three-tenths of a
percent to 5.3 percent. For 1996, monthly job growth averaged 224,000. On
balance, over 10.0 million jobs have been created since the recovery began.
Preliminary data for February 1997 shows that the unemployment rate slipped to
5.3 percent, near a seven-year low.

Housing Trends

     Housing trends are an important economic measure due to the substantial
economic activity generated when a home changes hands (i.e. spending on repairs
by sellers, redecorating by buyers, fees, commissions and taxes).

     For all of 1996, new single family home sales totaled 756,000, up 13.3
percent from 667,000 in 1995. The yearly sales level was the highest since 1978.
The median new home price of new homes sold in 1995 was $133,900, up 3 percent
from the median of $130,000 for 1994. Through September 1996, it was tracking at
$137,500. Sales of new homes rose 8.6 percent in January 1997. The increase in
January is likely a result of the abnormally low sales volume in January 1996
due to last year's blizard. Builders are currently reporting a 4.5 inventory of
unsold homes.

     Sales of existing single family homes hit an 18-year record in 1996 to 4.09
million units, up 7.5 percent from 3.8 million in 1995. The median price jumped
by 4.6 percent to $118,100.

================================================================================


                                      -2-


<PAGE>


National Retail Market Overview

     In a surprise to most analysts who follow the housing market, data in
December 1996 shows that starts dropped 12.2 percent from the previous month to
a seasonally adjusted annual rate of 1.38 million units. However, this was not
enough to offset the 8.8 percent increase for all of 1996 to 1.47 million units,
the most since 1988.

     The home ownership rate seems to be rising, after remaining stagnant over
the last decade. For 1995, the share of households that own their homes was 64.7
percent, compared to 64.0 percent for a year earlier. Lower mortgage rates are
cited as a factor.

Gross Domestic Product

     The report on the gross domestic product (GDP) showed that output for goods
and services expanded at an annual rate of just .9 percent in the fourth quarter
of 1995. Overall, the economy gained 2.0 percent in 1995, the weakest showing in
four years since the 1991 recession. Conversely, the fourth quarter (1996) GDP
grew at a surprisingly robust 4.7 percent. As a result, the GDP posted a 2.5
percent annual gain for all of 1996, topping the 2.0 percent rise in 1995. The
Fed foresees a continuation of this trend and expects the U.S. economy will
expand at a 2.0 to 2.50 percent pace during 1997 which is in-line with White
House forecasts and a pace which is viewed as the economy's non-inflationary
growth limit.

     The following chart cites the annual change in real GDP since 1990.

          ========================================================
                                    Real GDP
          ========================================================
                      Year                      % Change 
          ========================================================
                       1990                        1.2
          --------------------------------------------------------
                       1991                        -.6
          --------------------------------------------------------
                       1992                        2.3
          --------------------------------------------------------
                       1993                        3.1
          --------------------------------------------------------
                       1994                        4.1
          --------------------------------------------------------
                       1995 *                      2.0
          --------------------------------------------------------
                       1996                        2.5
          ========================================================
          *    Reflects new chain weighted system of measurement.
               Comparable 1994 measure would be 3.5%
               Source: Bureau of Economic Analysis
          ========================================================

Wholesale Prices

     Soaring energy prices in December drove wholesale costs to a twelve month
high. For the year, the Producer Price index (PPI) gained 2.8 percent. However,
excluding energy, the PPI rose just 1.4 percent in all of 1996. In 1995, the
index rose 2.3 percent. Projections for 1997 show that most economists expect a
2.5 percent rise and a core increase of 1.5 percent.

================================================================================


                                      -3-
<PAGE>


                                            National Retail Market Overview
================================================================================

Consumer Prices

     The Bureau of Labor Statistics has reported that consumer prices rose by
only 2.5 percent in 1995, the fifth consecutive year in which inflation was
under 3.0 percent. This was the lowest rate in nearly a decade when the overall
rate was 1.1 percent in 1986. All sectors were down substantially in 1995
including the volatile health care segment which recorded inflation of only 3.9
percent, the lowest rate in 23 years.

     The following chart tracks the annual change in the CPI since 1990.

         ================================================================
                             Consumer Price Index (1)
         ================================================================
             Year                       CPI                   % Change
         ================================================================
             1990                       133.8                    6.1
         ----------------------------------------------------------------
             1991                       137.9                    3.0
         ----------------------------------------------------------------
             1992                       141.9                    2.9
         ----------------------------------------------------------------
             1993                       145.8                    2.7 
         ----------------------------------------------------------------
             1994                       149.7                    2.7
         ----------------------------------------------------------------
             1995                       153.5                    2.5
         ----------------------------------------------------------------
             1996                       158.6(2)                 3.3 
         ================================================================
             1    All Urban Workers
             2    Preliminary
         ================================================================
             Source: Dept. of Labor, Bureau of Labor Statistics
         ================================================================

     Preliminary data for the year shows the consumer prices rose in line with
investor expectations. The index was up three-tenths of a percent in December,
its third consecutive gain at this level. On an annualized basis, the inflation
rate was reported at 3.3 percent for year, the highest rate of increase since
1990. Since then, inflation has eased every year except for 1994 when it was
unchanged. Excluding food and energy, the 77 percent of the index known as the
core index, the underlying inflation rate was 2.6 for the previous twelve
months, the lowest core rate since 1965, with the exception of an increase of
the same size in 1994.

     Recently, a special advisory panel of prominent economists have contended
that the current method of calculating the Consumer Price Index overstates
inflation by 1.1 percentage points annually. The government is currently
reviewing the far ranging implications a change in procedure may have.

Other Indicators

     The government's main economic forecasting gauge, the Index of Leading
Economic Indicators is intended to project economic growth over the next six to
nine months. The Conference Board, an independent business group, reported that
the index increased three-tenths of a percent in January 1997, its thirteenth
consecutive gain.

     The Conference Board also reported that Consumer Confidence rose in January
1997 to 116.8, its highest level since November 1989. This was above the
consensus opinion. Accordingly, consumers attitudes about the economy remain
upbeat. Measures of consumer confidence are watched closely for indications of
future consumer spending.

================================================================================


                                      -4-
<PAGE>


                                            National Retail Market Overview
================================================================================

     The Employment Cost Index is a measure of overall compensation including
wages, salaries and benefits. Despite a tight labor market, American workers
have not won pay and benefit increases large enough to push inflation higher, at
least for the near term. The Labor Department reported that the index rose by
2.9 percent in 1996, the same as in 1995.

     Productivity is a key element in measuring the standard of living since
increased efficiency allows businesses to increase workers compensation without
having to raise prices. Through the first 70 years of this century, non-farm
productivity rose at an annual rate of 2.2 percent. Between 1973 and 1995, a
marked slowdown has been in evidence with only a 1 percent annual rate. The
Labor Department reports that the productivity of American workers grew by
seven-tenths of a percent in 1996, the largest gain since a 3.2 percent advance
in 1992. Productivity increased by three-tenths of a percent in 1995.

     Installment Debt stands near a record 21 percent of disposable income which
is worrisome to many analysts. The Federal Reserve said consumer credit expanded
at a seasonally adjusted $7.4 billion in November or at a 7.4 percent annual
rate. Credit card delinquencies and personal bankruptcies remain near record
levels indicating that consumers may be reaching a point of saturation with
respect to new debt. Late payments on credit cards jumped to 3.72 percent of all
accounts in the fourth quarter of 1996, the highest level since 1980.

Economic Outlook

     The WEFA Group, an economic consulting company, opines that the current
state of the economy is a "central bankers" dream, with growth headed toward the
Fed's 2.5 percent target, accompanied by stable if not falling inflation. They
project that inflation will track at about 2.5 percent through 1998. Over the
longer term, inflation is expected to average 2.7 percent. This will have a
direct influence on consumption (consumer expenditures).

     Potential GDP provides an indication of the expansion of output, real
incomes, real expenditures, and the general standard of living of the
population. WEFA estimates that real U.S. GDP will grow at an average annual
rate of 2.3 percent over the next decade, and slow to about 2.1 percent by 2019.

     Consumption expenditures are primarily predicated on the growth of real
permanent income, demographic influences, and changes in relative prices over
the long term. Changes in these key variables explain much of the consumer
spending patterns of the 1970s and mid-1980s, a period during which baby boomers
were reaching the asset acquisition stages of their lives; purchasing
automobiles and other consumer and household durables. Increases in real
disposable income supported this spending spurt with an average annual increase
of 2.9 percent per year over the past twenty years. Real consumption
expenditures increased at an average annual rate of 3.1 percent during the 1970s
and by an average of 4.0 percent from 1983 to 1988. WEFA projects that
consumption expenditure growth will slow as a result of

================================================================================


                                      -5-
<PAGE>


                                            National Retail Market Overview
================================================================================

slower population growth and aging. It is also projected that the share of
personal consumption expenditures relative to GDP will decline over the next
decade. Consumer spending as a share of GDP peaked in 1993 at 68.0 percent after
averaging about 63.0 percent over much of the post-war period. WEFA estimates
that real consumption expenditure growth will average 2.2 percent per year
through 2005 and slows to 2.1 percent thereafter.

Retail Sales

     During the period 1980 through 1996, total retail sales in the United
States increased at a compound annual rate of 6.1 percent. Data for the period
1990 through 1996 shows that sales growth has slowed to an annual average of 5.0
percent. This information is summarized on the following chart.

================================================================================
                           Total U.S. Retail Sales (1)
================================================================================
                                            Amount           Annual
        Year                              (Billions)         Charge
================================================================================
        1980                              $  957,400           N/A 
- --------------------------------------------------------------------------------
        1985                              $1,375 027           N/A
- --------------------------------------------------------------------------------
        1990                              $1,844,611           N/A
- --------------------------------------------------------------------------------
        1991                              $1,855,937           .61%
- --------------------------------------------------------------------------------
        1992                              $1,951,589           5.2% 
- --------------------------------------------------------------------------------
        1993                              $2,074,499           6.3% 
- --------------------------------------------------------------------------------
        1994                              $2,236,966           7.8%
- --------------------------------------------------------------------------------
        1995                              $2,340,817           4.6%
- --------------------------------------------------------------------------------
        1996(2)                           $2,465,835           5.3% 
- --------------------------------------------------------------------------------
         Compound Annual Growth Rate 
                1980-1996                                     +6.1%        
- --------------------------------------------------------------------------------
             CAGR: 1990 - 1996                                +5.0%
================================================================================
(1) 1985 - 1995 data reflects recent revisions by the U.S. Department           
          of Commerce: Combined Annual and Revised Monthly Retail               
          Trade.                                                                
(2) Preliminary advance estimates
================================================================================
Source: Monthly Retail Trade Reports Business Division, Current Business 
        Reports, Bureau of the Census, U.S. Department of Commerce.
================================================================================

     The Census Bureau of the Department of Commerce reports that advance
estimates for U.S. retail sales for 1996 were $2.465 trillion, an increase of
$125.0 billion, or 5.3 percent from 1995. For the month of December 1996, sales
were up six-tenths of a percent.

     Provided on the following chart is a summary of overall and same store
sales growth for selected national merchants for the most recent period.

================================================================================


                                      -6-
<PAGE>


                                            National Retail Market Overview
================================================================================


================================================================================
                 Same Store Sales for the Month of January 1997
================================================================================
                                                 % Change from Previous Year
                                              ==================================
 Name of Retailer:                             Overall         Same store basis
================================================================================
        Wal-Mart                              +15.0%                +6.6%
- --------------------------------------------------------------------------------
          Kmart                                +5.0%                +7.2%
- --------------------------------------------------------------------------------
 Sears, Roebuck & Company                     +12.0%               + 5.8% 
- --------------------------------------------------------------------------------
        J.C. Penney                           +15.0%               +13.0% 
- --------------------------------------------------------------------------------
 Dayton Hudson Corporation                    +12.0%               + 5.5% 
- --------------------------------------------------------------------------------
   May Department Stores                      +13.0%               + 6.7%
- --------------------------------------------------------------------------------
Federated Department Stores                      N/A               + 9.4% 
- --------------------------------------------------------------------------------
     The Limited Inc.                         +25.0%               +17.0% 
- --------------------------------------------------------------------------------
         Gap Inc.                             +21.0%               + 8.0% 
- --------------------------------------------------------------------------------
        Ann Taylor                            + 6.0%               + 2.5% 
- --------------------------------------------------------------------------------
        Woolworths                            - 1.0%               + 2.5% 
- --------------------------------------------------------------------------------
         Best Buy                             - 7.0%               -15.0%
================================================================================
Source: New York Times/Wall Street Journal
================================================================================

     o    Sales at many of the nation's largest retailers were up in December
          1996 but below most analysts' and retailers expectations after a fast
          start following Thanksgiving. Wal-Mart, Kmart, Sears, and JC Penney
          did well, however, May and Federated were notable laggards. The
          Goldman Sachs retail composite index of same store sales rose 2.9
          percent for stores open at least one year. The figure put the 1996
          Christmas season among the worst in more than a decade but still
          better than the 2 percent rise in 1995. Nonetheless the rise was below
          analysts expectations of 4 to 6 percent. Electronics suffered led by
          Best Buy's 13 percent drop. Some apparel did well such as Ann Taylor
          and TJX. A strong contrast in luxury sales was seen in Neiman Marcus'
          .6 percent decline as compared to Saks which had a 10.6 percent
          increase for the month.

     o    Data for January 1997 shows that shoppers were attracted to the
          promotional sales offered by merchants during this traditionally slow
          period. The Goldman Sachs index rose 5.8 percent, up sharply from last
          year's 1.1 percent increase. Strong gains were seen across the board
          from apparel to household items. Luxury retailers such as Saks (14.3
          percent gain) did particularly well. The only segment which did not
          benefit from the strong sales growth were home electronics companies
          such as Best Buy (-15.0 percent) and Circuit City (-11.0 percent).

     The outlook for retail sales growth is one of cautious optimism. It appears
as if the low price department stores and off price apparel segment is poised to
continue to do well, as they tend to be representative of those industry
segments which have gone through mergers and are benefiting from fewer
competitors. Some analysts point to the fact that consumer confidence has
resulted in increases in personal debt which may be troublesome in the long

================================================================================


                                      -7-
<PAGE>


                                            National Retail Market Overview
================================================================================

run. Consumer loans by banks continue to rise. But data gathered by the Federal
Reserve on monthly payments suggest that debt payments are not taking as big a
bite out of income as in the late 1980s, largely because of the record
refinancings at lower interest rates in recent years and the efforts by many
Americans to repay debts.

GAFO and Shopping Center Inclined Sales

     In a true understanding of shopping center dynamics, it is important to
focus on both GAFO sales or the broader category of Shopping Center Inclined
Sales. GAFO goods comprise the overwhelming bulk of goods and products carried
in shopping centers and department stores and consist of the following
categories:

     o    General merchandise stores including department and other stores;

     o    Apparel and accessory stores;

     o    Furniture and home furnishing stores; and

     o    Other miscellaneous shoppers goods stores.

     Shopping Center Inclined Sales are somewhat broader and include such
classifications as home improvement and grocery stores. The store types that
comprise shopping centers comprised approximately 53 percent of total retail
sales in 1995. The balance were generated by auto dealers, gas stations, food
service facilities and other miscellaneous establishments.

     Total retail sales grew by 4.6 percent in the United States in 1995 to
$2.341 trillion, an increase of $104 billion over 1994. This followed an
increase of 7.8 percent or $162 billion over 1993. Automobile dealers captured
$34+/- billion of total retail sales growth last year, while Shopping Center
Inclined Sales accounted for nearly 50.0 percent of the increase ($50 billion).
GAFO sales increased by $32.5 billion. This group was led by department stores
which posted a $14.4 billion increase in sales. The following chart summarizes
the performance for this most recent comparison period.

================================================================================


                                      -8-
<PAGE>




<TABLE>
<CAPTION>
                                                                    National Retail Market Overview
========================================================================================================

========================================================================================================
                                    Retail Sales by Major Store Type
                                            1994-1995 ($Mil.)
========================================================================================================
                                                                                Percent of     1994-1995
             Store Type                            1994              1995        Income(1)     % Change
========================================================================================================
<S>                                            <C>               <C>               <C>           <C> 
GAFO:
General Merchandise                            $  282,541        $  296,904                      5.1%
Apparel & Accessories                             109,603           109,962                       .3%
Furniture & Furnishings                           119,626           129,923                      8.6%
Other GAFO                                         80,533            88,029                      9.3%
- --------------------------------------------------------------------------------------------------------
GAFO Subtotal                                  $  592,303        $  624,818        14.4%         5.5%
- --------------------------------------------------------------------------------------------------------
Convenience Stores:
Grocery                                        $  376,330        $  389,134                      3.4%
Other Food                                         21,470            21,378                     (.4)%
- --------------------------------------------------------------------------------------------------------
Subtotal                                       $  397,800        $  410,512         9.5%         3.2%
Drug                                               81,538            84,240         2.0%         3.3%
- --------------------------------------------------------------------------------------------------------
Convenience Subtotal                           $  479,338        $  494,752                      3.2%
- --------------------------------------------------------------------------------------------------------
Other:
Home Improvement &
  Building Supplies Stores                     $  122,533        $  124,626         2.9%         1.7%
Shopping Center-Inclined
Subtotal                                       $1,194,174        $1,244,196        28.8%         4.2%
Automobile Dealers                                526,319           560,624                      6.5%
Gas Stations                                      142,193           148,192                      4.2%
Eating and Drinking Places                        228,351           233,606                      2.3%
All Other                                         145,929*          154,199*                     5.7%
- --------------------------------------------------------------------------------------------------------
Total Retail Sales                             $2,236,966        $2,340,817                      4.6%
========================================================================================================
*      Estimated Sales
- --------------------------------------------------------------------------------------------------------
(1)  Current Population Report, Page 60. Estimated at 96.8 million households @ $44,100 = 4.3 trillion.
========================================================================================================
Source:  U.S. Department of Commerce, Bureau of the Census and Douglas M. Casey:  Various ICSC 
         White Papers.
========================================================================================================
</TABLE>

     GAFO sales grew by 5.5 percent in 1995 to $624.8 billion. From the above it
can be calculated that GAFO sales accounted for 26.7 percent of total retail
sales and nearly 50.0 percent of all shopping center-inclined sales. GAFO sales
have also risen relative to household income. In 1990 these sales represented
13.9 percent of average household income. By 1994/1995 they rose to 14.4
percent. Projections through 2000 show a continuation of this trend to 14.7
percent. On average, total sales were equal to nearly 55.0 percent of household
income in 1994.



================================================================================

                                      -9-

<PAGE>


                                            National Retail Market Overview
================================================================================


================================================================================
   Determinates of Retail Sales Growth and U.S Retail Sales by Key Store Type
================================================================================
                                          1990           1994         2000(P)
================================================================================
Determinants
Population                            248,700,000    260,000,000    276,200,000
Households                             91,900,000     95,700,000    103,700,000
Average Household Income                  $37,400        $42,600        $51,600
Total Census: Money Income             $3.4 Tril.     $4.1 Tril.     $5.4 Tril.
- --------------------------------------------------------------------------------
% Allocations of Income to Sales
GAFO Stores                                  13.9%          14.4%          14.7%
Convenience Stores                           12.9%          11.7%          10.7%
Home Improvement Stores                       2.8%           3.0%           3.3%
Total Shopping Center-Inclined Stores        29.6%          29.1%          28.8%
Total Retail Stores                          54.3%          54.6%          52.8%
- --------------------------------------------------------------------------------
Sales ($Billion)
GAFO Stores                                  $472           $592           $795
Convenience Stores                           $439           $479           $580
Home Improvement Stores                        95            123            180
Total Shopping Center-Inclined Stores      $1,005         $1,194         $1,555
TOTAL RETAIL SALES                         $1,845         $2,237         $2,850
================================================================================
Note: Sales and income figures are for the full year; population and household
      figures are as of April 1 in each respective year. P = Projected
================================================================================
Source: U.S. Census of Population, 1990; U.S. Bureau of the Census Current
     Population Reports: Consumer Income P6-168, 174,180, 184 and 188; Berna
     Miller with Linda Jacobsen, "Household Futures", American Demographics,
     March 1995; Retail Trade sources already cited; and Dougal M. Casey: ICSC
     White Paper
================================================================================

     GAFO sales have risen at a compound annual rate of approximately 6.8
percent since 1991 based on the following annual change in sales.

                          ==============================
                                 1990/91     2.9%
                          ------------------------------
                                 1991/92     7.0%
                          ------------------------------
                                 1992/93     6.6%
                          ------------------------------
                                 1993/94     7.0%
                          ------------------------------
                                 1994/95     5.5%
                          ==============================

     According to a recent study by the ICSC, GAFO sales are expected to grow by
5.0 percent per annum through the year 2000, which is well above the 4.1 percent
growth for all retail sales. This information is presented in the following
chart.

================================================================================


                                      -10-
<PAGE>


                                           National Retail Market Overview
================================================================================


================================================================================
         Retail Sale Forecasts in the United States, by Major Store Type
- --------------------------------------------------------------------------------
                                  1994          2000(P)          Percent Change 
     Store Type               ($ Billions)     ($ Billions)    Total      Annual
================================================================================
GAFO:
General Merchandise               $283            $370         30.7%       4.6%
Apparel & Accessories              110             135         22.7%       3.5%
Furniture/Home Furnishings         120             180         50.0%       7.0%
Other Shoppers Goods                81             110         35.8%       5.2%
- --------------------------------------------------------------------------------
GAFO Subtotal                     $592            $795         34.3%       5.0%
- --------------------------------------------------------------------------------
CONVENIENCE GOODS:                                            
Food Stores                       $398            $480         20.6%       3.2%
Drugstores                          82             100         22.0%       3.4%
- --------------------------------------------------------------------------------
Convenience Subtotal              $479            $580         21.1%       3.2%
- --------------------------------------------------------------------------------
Home Improvement                   123             180         46.3%       6.6%
- --------------------------------------------------------------------------------
Shopping Center-Inclined        $1,194          $1,555         30.2%       4.5%
Subtotal                                                      
- --------------------------------------------------------------------------------
All Other                        1,043           1,295         24.2%       3.7%
- --------------------------------------------------------------------------------
Total                           $2,237          $2,850         27.4%       4.1%
================================================================================
Note P = Projected. Some figures rounded.
================================================================================
Source: U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey:
================================================================================

     According to the ICSC White Paper: Overstoring - A Look at Retail Space and
Sales Peformance; Shopping Center Inclined Sales have grown from $257 billion in
1972 to $1.244 trillion in 1995, a 7.1 percent annual growth rate. Historical
data is shown below.

================================================================================
                      Shopping Center Inclined Store Sales
                              1972-1995 (Billions)
================================================================================
                                 1972            1980        1990       1995
================================================================================
         Sales                   $257            $532       $1,000     $1,244
- --------------------------------------------------------------------------------
Compound Annual Growth                                     
- --------------------------------------------------------------------------------
       1972-1995                 7.1%                      
- --------------------------------------------------------------------------------
       1972-1980                 9.5%                       
- --------------------------------------------------------------------------------
       1980-1990                 6.6%                       
- --------------------------------------------------------------------------------
       1990-1995                 4.3%                       
================================================================================
Source: U.S. Bureau of The Census and ICSC White Paper: Overstoring - A Look at 
        Retail Space Space and Sales Performance..
================================================================================

     From the above, we see that the most recent annual rate of growth
(1990-1995) in Shopping Center Inclined Sales of 4.3 percent has decreased to
less than half of what it was during the 1970s (9.5 percent). Projections
through December 2000 are for a compound growth rate of 4.5 percent.

================================================================================


                                      -11-
<PAGE>


                                            National Retail Market Overview
================================================================================

     Shopping centers have stabilized their share of shopping center inclined
sales. In 1972 this share was estimated at 48 percent. Since the early 1980s,
this share has stabilized in the 72 to 73 percent range. For example, the
estimated sales total of $894 billion of shopping center sales in 1995 was equal
to 72 percent of total inclined sales.

     The International Council of Shopping Centers (ICSC) publishes a Monthly
Mall Merchandise Index which tracks sales by store type for more than 400
regional shopping centers. The index shows that total sales per square foot rose
by .5 percent to $261 per square foot in 1995. Data through the first half of
1996 shows that sales are running 3.9 percent ahead of the comparable period in
1995. The following chart identifies the most recent year-end results.

================================================================================


                                      -12-
<PAGE>

                                            National Retail Market Overview
================================================================================

================================================================================
                           1995 Year End Performance
                     Non-Anchor Tenant Sales in U.S. Malls
================================================================================
                                                                     ICSC Index
                                                                     % Change
          Store Type                                 1995 (SF*)     From YE 1994
================================================================================
GAFO Categories:
Apparel and Accessories
Women's Accessories and Specialties                     $285            -2.6%
Women's Ready-To-Wear                                    184            -3.5%
Men's Apparel                                            234            -0.2%
Children's Apparel                                       346            -1.3%
Family Apparel                                           292            -0.1%
Women's Shoes                                            295             1.3%
Men's Shoes                                              345             0.5%
Family Shoes                                             253            -1.8%
Shoes Miscellaneous                                      338             2.1%
Apparel and Accessories - Misc.                         $286            19.5%
- --------------------------------------------------------------------------------
SUBTOTAL                                                $238            -0.8%
- --------------------------------------------------------------------------------
Furniture and Furnishings:                                           
Home Furniture & Furnishings                            $255            -6.3%
Home Entertainment & Electronics                         317            -3.8%
Home furnishings - Misc                                  300            -2.1%
- --------------------------------------------------------------------------------
SUBTOTAL                                                $297            -4.8%
- --------------------------------------------------------------------------------
Other GAFO:                                                          
Jewelry                                                 $606             6.3%
Stationery/Cards/Gifts/Novelty                           255             2.8%
Books                                                    249            -5.9%
Sporting Goods/Bicycles                                  239             0.7%
Other GAFO-Misc.                                         294             2.9%
- --------------------------------------------------------------------------------
SUBTOTAL                                                $328             2.2%
- --------------------------------------------------------------------------------
TOTAL GAFO                                              $268            -0.2%
- --------------------------------------------------------------------------------
Non GAFO Categories:                                                 
Food Services                                                        
Fast Food                                               $381             0.9%
Restaurants                                              259             0.5%
Food Services - Misc.                                    236             5.8%
- --------------------------------------------------------------------------------
SUBTOTAL                                                $313             0.4%
- --------------------------------------------------------------------------------
OTHER NON-GAFO Categories:                                           
Specialty food Stores                                   $351             4.5%
Supermarkets                                             307            14.0%
Drug/HBA                                                 285             7.9%
Personal Services                                        273             3.2%
Automotive                                               133            -6.3%
Home Improvement                                         222             4.2%
Mall Entertainment                                        77            -0.8%
Other Non-GAFO-Misc.                                     303             4.9%
- --------------------------------------------------------------------------------
SUBTOTAL                                                $208             3.3%
- --------------------------------------------------------------------------------
TOTAL NON-GAFO                                          $246             2.2%
- --------------------------------------------------------------------------------
OTHER CATEGORIES-MISCELLANEOUS                          $142             7.4%
- --------------------------------------------------------------------------------
Memo:  GAFO & Food Service Total                        $273            -0.1%
- --------------------------------------------------------------------------------
GRAND TOTAL                                             $261             0.5%
================================================================================
*    Sales per square foot derived as total non-anchor mall sales divided by
     total occupied square footage.
================================================================================
Source: ICSC - Research Quarterly
================================================================================

================================================================================

                                      -13-

<PAGE>



                                            National Retail Market Overview
================================================================================

Non-Store Retailing

     In 1995, non-store retailing accounted for $69.7 billion, or 3.92 percent
of total nonautomotive retail sales. Of this total, $49.7 billion was attributed
to mail/telephone order catalog retailers. The balance is comprised of
coin-operated vending machines, house-to-house canvassing, party plan (i.e.
tupperware parties) telemarketing and other non-store venues such as home
shopping networks and electronic commerce.

================================================================================
                        Non-Store and Total Retail Sales
================================================================================
Year Total     Mail Order      Non-Store      Total Non-Auto Sales    % of Total
================================================================================
  1985        $15,848 mil.    $28,275 mil.       $1,071,828             2.64%
- --------------------------------------------------------------------------------
  1990        $26,577 mil.    $45,632 mil.       $1,457,006             3.13%
- --------------------------------------------------------------------------------
  1995        $49,710 mil.    $69,667 mil.       $1,778,915             3.92%
================================================================================
Source:  Department of Commerce       
================================================================================

     Mail order sales, currently at only 2.8 percent of total retail sales,
continue to grow. Estimates currently place on-line sales at $518.0 million or 1
percent of the mail order tally. Estimates place total on-line sales as high as
$6.6 billion by the year 2000. Since 1990, mail order sales have grown at an
annual rate of 9.9 percent which is double the average growth of non-automotive
retail sales and 1.7 times the average growth of GAFO store sales. One measure
of this growing trend is the November/December ratio of mail order to GAF store
sales. In 1990, the ratio was 5.4 percent. By 1992 it had grown to 6.9 percent
and by 1995 it was 7.6 percent.

Industry Trends

     According to the National Research Bureau, there were a total of 41,235
shopping centers in the United States at the end of 1995. During this year, 867
new centers opened, an 18.0 percent increase over the 735 that opened in 1994.
This followed a 10 percent increase in 1994. The greatest growth came in the
small center category (less than 100,000 square feet) where 551 centers were
constructed. In terms of GLA added, new construction in 1995 was up 2.2 percent
resulting in an addition of 106.2 million square feet of GLA from approximately
4.86 billion to 4.97 billion square feet. In other important trends, the
development of regional and super-regional malls hit a three year high in 1995
with the opening of eight centers, twice as many as in 1994. This boosted the
nation's total of regionals to 301 and super-regionals to 380. Power and
community center development in 1995 was up 17.9 percent in terms of the number
of centers opening. The following chart highlights trends over the period 1987
through 1995.

================================================================================


                                      -14-
<PAGE>


                                             National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
============================================================================================================================
                                            Census Data: 9-Year Trends
============================================================================================================================
                                               Total        Average      Average       % Change                   % Increase
               No. of       Total              Sales        GLA per     Sales per      in Sales        New         in Total
   Year        Centers       GLA            (Billions)       Center       Sq.Ft.       per Sq.Ft.    Centers        Centers
============================================================================================================================
<S>            <C>       <C>               <C>              <C>          <C>              <C>         <C>            <C>  
   1987        30,641    3,722,957,095     $602,294,426     121,502      $161.78          2.41%       2,145          7.53%
- ----------------------------------------------------------------------------------------------------------------------------
   1988        32,563    3,947,025,194     $641,096,793     121,212      $162.43          0.40%       1,922          6.27%
- ----------------------------------------------------------------------------------------------------------------------------
   1989        34,683    4,213,931,734     $682,752,628     121,498      $162.02         -0.25%       2,120          6.51%
- ----------------------------------------------------------------------------------------------------------------------------
   1990        36,515    4,390,371,537     $706,380,618     120,235      $160.89         -0.70%       1,832          5.28%
- ----------------------------------------------------------------------------------------------------------------------------
   1991        37,975    4,563,791,215     $716,913,157     120,179      $157.09         -2.37%       1,460          4.00%
- ----------------------------------------------------------------------------------------------------------------------------
   1992        38,966    4,678,527,428     $168,220,248     120,067      $164.20          4.53%         991          2.61%
- ----------------------------------------------------------------------------------------------------------------------------
   1993        39,633    4,770,760,559     $806,645,004     120,373      $169.08          2.97%         667          1.71%
- ----------------------------------------------------------------------------------------------------------------------------
   1994        40,368    4,860,920,056     $851,282,088     120,415      $175.13          3.58%         735          1.85%
- ----------------------------------------------------------------------------------------------------------------------------
   1995        41,235    4,967,160,331     $893,814,776     120,460      $179.94          2.75%         867          2.15% 
- ----------------------------------------------------------------------------------------------------------------------------
Compound 
 Annual 
 Growth        +3.78%           +3.67%           +5.06%      - .11%       +1.34%            N/A         N/A            N/A
============================================================================================================================
Source: National Research Bureau Shopping Center Database and Statistical Model
============================================================================================================================
</TABLE>

     From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 3.7 percent since 1987. New
construction was up 2.2 percent in 1995, a slight increase over 1994 but still
well below the peak year 1987 when new construction increased by 7.5 percent.
California was by far the most active state with 139 new centers opening,
followed by North Carolina (64) and Florida (53).

     Among the 41,235 centers in 1995, the following breakdown by size can be
shown.

================================================================================
                U.S. Shopping Center Inventory, YE December 1995
================================================================================
                                 Number of Centers    Square Feet (Millions)   
                                ================================================
       Size Range (SF)          Amount     Percent     Amount     Percent
================================================================================
      Under      100,000        26,001      63.1%     1,266.9     25.5%
- --------------------------------------------------------------------------------
      100,001-   200,000         9,974      24.2%     1,367.9     27.5%
- --------------------------------------------------------------------------------
      200,001-   400,000         3,345       8.1%        886.2     17.8% 
- --------------------------------------------------------------------------------
      400,001-   800,000         1,234       3.0%        668.7     13.5%
- --------------------------------------------------------------------------------
      800 001- 1,000,000           301        .7%        271.0      5.5%
- --------------------------------------------------------------------------------
      Over     1,000,000           380        .9%        486.4      9.8%
- --------------------------------------------------------------------------------
             Total              41,235     100.0%      4,967.2    100.0% 
================================================================================
Source: National Research Bureau (some numbers slightly rounded).
================================================================================

     Empirical data shows that the average GLA per capita is increasing. In
1995, the average for the nation was 18.9. This was up 17 percent from 16.1 in
1988 and more recently, 18.7 square feet per capita in 1994. Among states,
Arizona surpassed Florida and now has the highest GLA per capita with 28.1
square feet. South Dakota has the lowest at 9.08 square feet. Per capita GLA for
regional malls (defined as all centers in excess of 400,000 square feet) has
also been rising from 5.0 in 1988 to 5.5 in 1995. This information is presented
on the following chart.

================================================================================


                                      -15-
<PAGE>


                                            National Retail Market Overview
================================================================================

                 ======================================================
                                  GLA per Capita
                 ======================================================
                       Year         All Centers    Regional Malls
                 ======================================================
                       1988             16.1           5.0
                 ------------------------------------------------------
                       1989             17.0           5.2
                 ------------------------------------------------------
                       1990             17.7           5.3
                 ------------------------------------------------------
                       1991             18.1           5.3
                 ------------------------------------------------------
                       1992             18.3           5.5
                 ------------------------------------------------------
                       1993             18.5           5.5
                 ------------------------------------------------------
                       1994             18.7           5.4
                 ------------------------------------------------------
                       1995             18.9           5.5
                 ======================================================
                 Source: International Council of Shopping Center: 
                         The Scope of The Shopping Center Industry and 
                         National Research Bureau
                 ======================================================

     While per capita GLA has continued to increase, a key issue is that the
rate of increase has slowed. Per capita space has increased by only one square
foot during the period 1990 through 1995. This trend is manifested in the pace
of inventory increases from 165 million square feet per year between 1972 and
1980, to 143 million square feet per year (1980-1990), and 115 million square
feet per year (1990-1995).

     Construction data also indicates that while the overall pace of shopping
center openings has eased, the pace of large store (50,000 to 200,000 square
feet) construction has more than doubled. During the more recent five year
period, big boxes have accounted for 41 percent of inventory additions.

================================================================================
                           Trends in Inventory Growth*
                                    1972-1995
================================================================================
                                           1972-1980    1980-1990    1990-1995
================================================================================
Shopping Center Space Added                      164          143         115
- --------------------------------------------------------------------------------
Free-Standing Stores                              36           34          79
- --------------------------------------------------------------------------------
(50,000 - 200,000 SF)
- --------------------------------------------------------------------------------
Total                                            200          177         194
- --------------------------------------------------------------------------------
Big Box Allocation of Inventory Growth           18%          19%         41%
================================================================================
*  Average Annual Increase (Million Square Feet)
Source: NRB and F.W. Dodge
================================================================================

     In their publication, NRB/Shopping Centers Today 1995 Shopping Center
Census, the National Research Bureau reports that overall retail conditions
continued to improve in 1995. Total shopping center sales increased 5.0 percent
to $893.8 billion in 1995, up from $851.3 billion in 1994. Shopping center sales
have also increased from $123 billion in 1972, a 9 percent compound annual rate
of growth.

================================================================================


                                      -16-
<PAGE>


                                            National Retail Market Overview
================================================================================

     Total retail sales per square foot have shown positive increases over the
past several years, rising by 26.5 percent from approximately $161 per square
foot in 1990, to $180 per square foot in 1995. It is noted that the increase in
productivity has exceeded the increase in inventory which bodes well for the
industry in general. This data is summarized on the following table.

<TABLE>
<CAPTION>
====================================================================================================================================
                                              Selected Shopping Center Statistics      
                                                             1990-1995
====================================================================================================================================
                                                                                                               %          Compound
                                                                                                             Change        Annual 
                                        1990        1991      1992        1993      1994          1995       1990-95       Growth
====================================================================================================================================
<S>                                    <C>        <C>       <C>         <C>        <C>          <C>           <C>           <C> 
Retail Sales in Shopping Centers *     $706.40    $716.90   $768.20     $806.60    $851.30      $893.81       36.5%         4.8%
- ------------------------------------------------------------------------------------------------------------------------------------
Total Leasable Area **                    4.39       4.56      4.68        4.77       4.86         4.97       13.2%         2.5%
- ------------------------------------------------------------------------------------------------------------------------------------
Unit Rate                              $160.89    $157.09   $164.20     $169.08    $175.13      $179.94       11.8%         2.3%
====================================================================================================================================
 *      Billions of Dollars
 **     Billions of Square Feet
Source: National Research Bureau
====================================================================================================================================
</TABLE>

     According to the National Research Bureau, total sales in shopping centers
have grown at a compound rate of 5.06 percent since 1987. With sales growth
outpacing new construction, average sales per square foot have been showing
positive increases since the last recession. Aggregate sales were up 5.5 percent
nationwide from $851.3 billion (1994) to $893.8 billion (1995). In 1995, average
sales were $179.94 per square foot, up nearly 2.7 percent over 1994 and 1.34
percent (compound growth) over the past several years. The biggest gain came in
the super-regional category (more than 1.0 million square feet) where sales were
up 4.10 percent to $201.05 per square foot.

     The following chart tracks the change in average sales per square foot by
size category between 1993 and 1995.

================================================================================
                         Sales Trends by Size Category
                                   1993-1995
================================================================================
                                     Average per Square Foot       % Change
                                  ==============================================
      Category                     1993       1994      1995   1994-95  1993-95*
================================================================================
Less than 100,000 SF              $193.10   $199.70   $204.94    +2.6%   +3.0% 
- --------------------------------------------------------------------------------
100,001 to 200,000 SF             $156.18   $161.52   $166.00    +2.8%   +3.1%
- --------------------------------------------------------------------------------
200,001 to 400,000 SF             $147.57   $151.27   $153.96    +1.8%   +2.1%
- --------------------------------------------------------------------------------
400,001 to 800,000 SF             $157.04   $163.43   $168.21    +2.9%   +3.5%
- --------------------------------------------------------------------------------
800,001 to 1,000,000 SF           $194.06   $203.20   $210.40    +3.5%   +4.1%
- --------------------------------------------------------------------------------
More than 1,000,000 SF            $183.90   $193.13   $201.05    +4.1%   +4.6%
- --------------------------------------------------------------------------------
           Total                  $169.08   $175.13   $179.94   +2.75%   +3.2%
================================================================================
Compound Annual Change
================================================================================
Source:    National Resource Bureau
================================================================================

================================================================================

                                      -17-
<PAGE>


                                            National Retail Market Overview
================================================================================

     Consumers demand for value and selection have led to an unprecedented
growth of the category killer, superstore and warehouse club concepts. In its
annual industry report, Discount Store News has identified the nation's top 200
merchants. Overall, these merchants posted sales of $313.9 billion, up 8.1
percent over 1994. The chart below highlights the year-to-year performance along
with 1996 projections.

================================================================================
                         Sales by Segment (in billions)
================================================================================
                                       1994      1995     % Change  1996 (Proj.)
================================================================================
Full-Line Discount Stores(1)          $138.3    $151.1       9.2%     $157.3
- --------------------------------------------------------------------------------
Specialty Discounters(2)                55.6      68.1      22.5%       77.3
- --------------------------------------------------------------------------------
Warehouse Clubs                         39.0      41.1       5.4%       42.3
- --------------------------------------------------------------------------------
Other Discount Mass Merchants(3)        33.3      31.4      (1.9)       32.6
- --------------------------------------------------------------------------------
Off-Price Apparel Chains                17.0      15.4      (9.4)       15.5
- --------------------------------------------------------------------------------
Jewelry/Hard Lines Retailers             7.2       6.9      (4.2)        6.8
- --------------------------------------------------------------------------------
Total Market                          $290.4    $313.9       8.1%     $332.2
================================================================================
(1)  Includes full-line discount department stores, supercenters, closeouters
     and single-price retailers

(2)  Includes home, automotive, crafts, toys, office supplies, book, computer
     superstores, baby superstores, pet supplies, consumer electronics and
     sporting goods specialty stores.

(3)  Includes Sears, Ward, QVC, HSN and variety stores.
================================================================================
Source: DSN Research
================================================================================

     As can be seen, the largest segment is comprised of full line discount
stores which was up 9.2 percent to $151.1 billion. However, the fastest growing
segment of specialty discounters were up a healthy 22.5 percent which was
partially due to the inclusion of the $2.2 billion book superstore and $501
million baby superstore categories.

     The Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range from a low of 2.0 percent in
neighborhood centers to 14.0 percent for regional malls. Super-regional malls
reported a vacancy rate of 7.0 percent and community centers were 4.0 percent
based upon their latest survey.

     The retail industry's importance to the national economy can also be seen
in the level of direct employment. According to F.W. Dodge, the construction
information division of McGraw Hill, new projects in 1994 generated $2.6 billion
in construction contract awards and supported 41,600 jobs in construction trade
and related industries. This is nearly half of the construction employment level
of 95,360 for new shopping center development in 1990. It is estimated that
10.18 million people are now employed in shopping centers, equal to about one of
every nine non-farm workers in the country.

================================================================================

                                      -18-



<PAGE>


                                            National Retail Market Overview
================================================================================

Market Shifts - Contemporary Trends in the Retail Industry

     The mid 1990s have continued the trend of profound changes in the retail
industry. Department stores have emerged from the troubles of late 1980s and
early 1990s to be stronger than ever. Continued consolidations in this industry
segment should continue. Specialty retailers continue to experience a shakeout
of weaker, out of favor formats while discounters gain market share. Power
centers, the growth vehicle of the last several years have reached a point of
saturation that has undermined investor's interest in this product. Outlet
centers are still struggling, however, the super-regional mega-center appears
poised to be the hot concept for the next few years.

     Some of the important developments in the industry over the past year can
be summarized as follows:

o    The 1996 Christmas selling season ended on a down note with sales finishing
     below most analysts expectations. For most consumer electronics and
     computer retailers, the season was horrible with December sales down 4.8
     percent on average. Best Buy, last year's rising star, was off 13.0
     percent. Apparel sales rose 3.3 percent led in part by Ann Taylor up 8.8
     percent following last year's 2.9 percent decline. Department stores
     registered an average increase of 3.9 percent while discounters had a 4.7
     percent rise on average. A summary of some year over year comparable store
     sales results is shown below.

================================================================================
                                           Comparable Store Sales
                                       (%) Change Over Last 12 Months
================================================================================
           Discounters                                                   
                Wal-Mart                              4.5                     
                Kmart                                 2.3
                Dayton Hudson                         2.4                     
- --------------------------------------------------------------------------------
           Department Stores                                             
                Sears                                 6.1                       
                Federated                             2.8                       
                JC Penney                             2.9                       
                Dillards                              2.0
- --------------------------------------------------------------------------------
          Apparel
                Limited                               2.0                       
                The Gap                               5.0                       
                TJX                                   7.0                       
- --------------------------------------------------------------------------------
           Miscellaneous                                                 
                Best Buy                            - 4.0                     
                Tandy                                  .4                     
                Woolworth                           - 2.0
                Pier 1                               12.0
================================================================================
           Source:  Wall Street Journal
================================================================================

================================================================================

                                      -19-




<PAGE>


                                            National Retail Market Overview
================================================================================

     o    Consolidation in the department store industry segment continued,
          albeit at a slower pace than seen over the last few years.

          o    Strawbridge & Clothier - 128 year old Philadelphia based
               institution sold 13 unit department store division to May
               Company. Its 27 unit discount Clover division went to Kimco which
               is putting Kohl's in several of the units, their initial foray
               into the East.

          o    Profitts - Acquired 38 unit Parisian chain for $221 million.
               Company now controls 141 stores in 19 states. They have also
               announced an agreement to acquire G.R. Herberger's, a 40-unit
               department store chain based in St. Cloud, Minnesota for $153
               million.

          o    Rich's - 26 unit New England based regional chain closes.

          o    Federated - Continues its conversion of Broadway stores in
               California to Macy's and Bloomingdales.

          o    Discounters are being attacked from two sides. Big Box category
               killers have rapidly expanded on one side. Alternatively, full
               service department stores have become more promotional, closing
               the price advantage gap discounters have traditionally enjoyed.
               For example, Bradlees and Caldor remain in bankruptcy and Ames
               continues to struggle looking for the right strategy to compete
               against Wal-Mart, Kmart, Target and now Kohl's.

     o    Troubles continues for several specialty retailers as the protracted
          shake-out continued with several Chapter 11 filings, downsizings, and
          some cases, out right liquidations. Among the more notable:

          o    McCrory Corp. - Seeking court approval to close 307 of its 461
               remaining stores and liquidate. At one time it ran 820 stores in
               1992 when it filed for protection.

          o    Limited - Will close 200 of its 4,500 units during 1997.

          o    Handy Andy - Regional home improvement chain closed remaining 54
               stores.

          o    Herman's - Liquidated all of its sporting goods stores in the
               northeast.

          o    Today's Man - 35 unit apparel super store chain filed Chapter 11.

          o    Barney's - High profile New York based upscale retailer filed
               Chapter 11.

          o    Merry-Go-Round - Liquidated and closed its remaining 560 units
               including Chess King, Dejaiz and Cignal units.

          o    Jamesway - Regional discount department store chain in the
               northeast liquidated.

================================================================================

                                      -20-




<PAGE>


                                            National Retail Market Overview
================================================================================

          o    Incredible Universe - After aggressive foray into this mega store
               format (185,000+/- square feet), Tandy closes division down.
               Tandy will also close the remaining 53 units of its struggling
               McDuff Electronics chain and 19 of its 108 Computer City units.

          o    Ernst Home Centers - Board approved liquidation of 53-unit chain.

          o    Kids Mart - 144-unit childrens apparel chain rumored to be close
               to filing Chapter 11.

          o    Sun Television and Appliance - Considering closing 9 of its 50
               stores citing losses.

          o    Best - Closes 81 of its 169 catalog showrooms and agrees to sell
               remaining units to Shottenstein Corp.

          o    Rickel Home Centers - 86 unit home improvement chain filed
               Chapter 11.

          o    House of Fabrics - Filed Chapter 11 and closes 86 of its 361
               units.

          o    Discovery Zone - Fast expanding childrens' entertainment and
               recreation oriented concept filed Chapter 11.

          o    Ben Franklin - Arts and crafts retailer filed Chapter 11.

          o    Kuppenheimer - Apparel retailer files Chapter 11 and plans to
               close half of its 87 units.

          o    County Seat - 740-unit apparel retailer has filed Chapter 11 and
               will close 200 units. The Wet Seal has made a proposal to acquire
               508 of the stores.

          o    All For A Dollar - 111-unit close-out chain has filed Chapter 11.

     o    Mergers and consolidations among specialty retailers, drug,
          supermarket and apparel categories continue.

          o    Staples merging with Office Depot in a $3.4 billion deal making
               it by far the largest in the office superstore category.

          o    Toys R Us acquired Baby Superstore in $407 million deal.

          o    Melville sold Kay Bee Toys to Consolidated Stores adding to its
               Toy Liquidators, Toys Unlimited and Amazing Toys close-out units
               for $315 million. Melville has officially changed its name to CVS
               Corp.

          o    Safeway to acquire Von's in a $1.65 billion deal, creating an
               operation with 1,400 stores, 139,000 employees and $22.0 billion
               in revenues. They will still trail the industry leader, Kroger,
               in size.

          o    JC Penney, parent of Thrift Drug, announced they will acquire
               Fay's Inc., operator of 272 units, making Thrift the nation's
               eight largest chain. Penney's acquisition of Eckerd Drug has been
               cleared by the FTC.

================================================================================

                                      -21-




<PAGE>


                                            National Retail Market Overview
================================================================================

          o    Sears & Roebuck acquired the 61 unit Orchard Supply Hardware
               chain for $415 million.

          o    Waban, Inc. - to spin off BJ's Wholesale Club and change its name
               to its other wholesale club division, HomeBase.

          o    Food Lion - announced its pending acquisition of Kash N Karry in
               a $341.0 million deal.

          o    PetsMart - Announced plans to acquire Pet City Holdings, the
               largest pet superstore chain in the UK.

          o    TJX Companies - announced intent to sell its Chadwick's of Boston
               catalog to Brylane LP.

          o    Revco - completed its tender offer for Big B drug store chain.

          o    Quality Food Centers - Bellevue, WA based supermarket chain to
               acquire 56-unit Hughes Family Markets for $360 million.

     o    REITs ended the year with generally good gains over the thrashing many
          of their stock prices took earlier in the year. Through October, the
          average mall REIT was up 23.4 percent, while shopping center REITs
          were up 16.2 percent. Outlet center REITs were the notable laggards
          with a .2 percent loss. The most significant deal in 1996 involved
          Simon Property Group's $1.5 billion acquisition of The DeBartolo
          Realty Corp. The combined company has a market capitalization of $7.5
          billion and a portfolio of 111 regional malls, 66 strip centers, and
          several specialty centers.

     o    Power center growth has arguably fueled the industry's expansion over
          the past few years. With investors having become more pessimistic due
          to overbuilding and cannibalization of sales, a new growth vehicle is
          emerging, the supercenter. This concept combines the elements of a
          neighborhood center, discounter, supermarket, and drug store into one
          unit of 150,000 to 200,000 square feet. At the end of 1995 there were
          500+/- supercenters. A recent ICSC Survey expects the market to reach
          buildout in 2003 with 1,800 stores. Leading chains include Wal-Mart,
          Kmart, Target and Meyer.

     o    Despite trends towards consolidation and downsizing, retailers say
          they will continue aggressive expansions over the next four years.
          These results were tabulated from Shopping Center World's 16th Annual
          Retailer's Expansion Plans Survey. Retailers say they will open 28,000
          stores between 1997 and the end of 2000. Among the 148 responding
          retailers, 83 percent planned their expansions in shopping centers led
          by regional malls.

          o      Regional Malls                               72%
          o      Power Centers                                50%
          o      Neighborhood Centers                         46%
          o      Community Centers                            34%
          o      Outlet Centers                               20%
          o      Off-Price Centers                            17%

          37 percent cited the southeastern part of the country as the hottest
          growth area.

================================================================================

                                      -22-




<PAGE>


                                            National Retail Market Overview
================================================================================

     o    As of January 1, 1995 there were 311 outlet centers with 44.4 million
          square feet of space. Outlet GLA has grown at a compound annual rate
          of 18.1 percent since 1989. The five outlet center REITs operated 132
          centers as of mid-year 1996. By the year 2000 they expect to operate
          nearly 175 units. Overall occupancy in 1995 (1996 not available at
          this writing) slipped to 93.3 percent from 95.5 percent in 1994.
          Concerns of over-building, tenant bankruptcies, and consolidations
          have now negatively impacted this industry as evidenced by the hit the
          outlet REIT stocks have taken. Outlet tenants have not been immune to
          the global troubles impacting retail sales as comparable store sales
          were down .2 percent to $212 per square foot for the four quarters
          ended September 30,1996.

     o    Category Killers and discount retailers have continued to drive the
          demand for additional space. In 1995, new contracts were awarded for
          the construction or renovation of 260 million square feet of stores
          and shopping centers, up from 173 million square feet in 1991
          according to F.W. Dodge, matching the highest levels over the past two
          decades. It is estimated that between 1992 and 1994, approximately
          55.0 percent of new retail square footage was built by big box
          retailers. In 1994, it is estimated that they accounted for 80.0
          percent of all new stores. Most experts agree that the country is
          over-stored. Ultimately, it will lead to higher vacancy rates and
          place severe pressure on aging, capital intensive centers. Many
          analysts predict that consolidation will occur soon in other
          superstores categories such as in the office products segment where
          Office Depot and Staples have announced a merger.

     o    Entertainment is clearly the new operational requisite for property
          owners and developers who are incorporating some form of entertainment
          into their designs. With a myriad of concepts available, ranging from
          mini-amusement parks to multiplex theater and restaurant themes, to
          interactive high-tech applications, choosing the right formula is a
          difficult task. Many of the nation's largest media and entertainment
          companies are getting into the retail business in some fashion. AMC
          Entertainment has formed a separate subsidiary, Centertainment, Inc.,
          to work with developers to create entertainment based retail projects.

     o    Super-regional value-oriented mega malls such as The Mills concept are
          expected to be one area of growth over the next several years. This
          hybrid concept incorporates the diverse mix of super-regional malls
          with the value oriented aspects of factory outlets, category killers,
          off-price merchants and retailer clearance outlets under one roof. In
          addition, they add an entertainment component that is designed to
          extend the stay of the patron from approximately one to one and
          one-half hours in a traditional mall format to three to five hours.
          These malls are at least 1.0 million square feet although the Mills
          design averages 1.5 million square feet. They can contain between 7
          and 20 anchors and have trade areas stretching upwards to 100 miles.

================================================================================

                                      -23-




<PAGE>


                                            National Retail Market Overview
================================================================================

Investment Criteria and Institutional Investment Performance

     Investment criteria for mall properties range widely. Many firms and
organizations survey individuals active in this industry segment in order to
gauge their current investment criteria. These criteria can be measured against
traditional units of comparison such as price (or value) per square foot of GLA
and overall capitalization rates.

     The price that an investor is willing to pay represents the current or
present value of all the benefits of ownership. Of fundamental importance is
their expectation of increases in cash flow and the appreciation of the
investment. Investors have shown a shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF). A DCF
is defined as a set of procedures in which the quantity, variability, timing,
and duration of periodic income, as well as the quantity and timing of
reversions, are specified and discounted to a present value at a specified yield
rate. Understandably, market thinking has evolved after a few hard years of
reality where optimistic cash flow projections did not materialize. The DCF is
still, in our opinion, a valid valuation technique that when properly supported,
can present a realistic forecast of a property's performance and its current
value in the marketplace.

     Equitable Real Estate Investment Management, Inc. reports in their Emerging
Trends in Real Estate - 1997 that their respondents give retail investments
generally poor performance forecasts in their latest survey due to the
protracted merchant shakeout which will continue into 1997 and the general
overbuilding which has had a fundamental change on the industry. While dominant,
Class A malls are still considered to be one of the best real estate
investments anywhere, only 20 percent of the respondents recommended buying
malls.

     Among the nine real estate categories tracked by Emerging Trends, each had
estimated 1996 and forecasted 1997 value gains except for regional malls and
power centers. Community centers showed a very modest (less than 1 percent)
increase. One of the most daunting tasks facing owners is the competition for
good tenants and the huge capital outlays needed to keep the properties
functional and up-to-date. Emerging Trends views REITs as being buyers but the
capital needs of many of these centers will likely hit FFO hard over the next
twelve to eighteen months. New REIT IPOs will be limited but consolidations and
follow-up offerings will increase as REIT companies seek to grow capitalizations
for greater operating effciencies.

     Power centers were hit particularly hard in the latest survey. By some
estimates this industry niche now accounts for 25 percent of all retail sales
and not only have they hurt regional malls but their overbuilding has
cannibalized each other. Power centers are now shown to be one of the riskiest
investment classes with only 4 percent of the respondents saying its a good time
to buy. For 1997, the interviewees see community and strip centers as offering
the best investment opportunity in the retail sector.

     The following chart summarizes the results of their current survey.

================================================================================

                                      -24-




<PAGE>


                                            National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
===========================================================================================================
                                    Retail Property Rankings and Forecasts
===========================================================================================================
                             Investment Potential                                Predicted Value Gains 
  Property Type                                              1996                        
                            Rating(1)   Ranking(2)       Rent Change        1 Yr.       5 Yrs.       10 Yrs.         
===========================================================================================================
<S>                            <C>         <C>               <C>             <C>           <C>        <C>  
  Regional Malls               4.9         8th              -0.1 %          -1.7%         12.7%       26.6%
- -----------------------------------------------------------------------------------------------------------
  Power Centers                4.1         9th               0.1%           -2.3%          9.1%       19.7%
- -----------------------------------------------------------------------------------------------------------
Community Centers              5.3         6th (tie)         1.6%            0.3%         12.5%       26.1%
===========================================================================================================
(1)     Scale of 1 to 10                                                                                        
(2)     Based on 9 property types
Source: Emerging Trends in Real Estate - 1997
===========================================================================================================
</TABLE>

     The NCREIF Property Index represents data collected from the Voting Members
of the National Council of Real Estate Investment Fiduciaries. As shown in the
following table, data through the fourth quarter of 1996 shows that the retail
index posted a positive 5.08 percent increase in total return for the year.
Increased competition in the retail sector from new and expanding formats and
changing locational references has caused the retail index to trail all other
property types. In fact, this was the fifth consecutive quarter in which retail
properties posted the lowest return among the five NCREIF property types.
Overall, it appears also that value write-downs have continued. The -1.73
percent in negative appreciation for the retail subindex marked the continuation
of this trend. Continuing concerns about overbuilding competition and capital
requirements are cited as the primary factors for the pessimistic performance.

================================================================================
                            Retail Property Returns
                                  NCREIF Index
                            Fourth Quarter 1996 (%)
================================================================================
   Period          Income          Appreciation       Total       Change in CPI*
================================================================================
4th Qtr. 1996       2.09              -1.73            .36              .51
- --------------------------------------------------------------------------------
  One Year          8.46              -3.18           5.08             3.32
- --------------------------------------------------------------------------------
Three Years         8.26              -2.82           5.27             2.85
- --------------------------------------------------------------------------------
Five Years          7.88              -3.94           3.71             2.84
- --------------------------------------------------------------------------------
 Ten Years          7.26              -1.49           5.69             3.68
================================================================================
*       Annualized year ending 12/31
================================================================================
Source: Real Estate Performance Report
        National Council of Real Estate Investment Fiduciaries
================================================================================

     Retail's total return of 5.08 percent for 1996 was substantially behind the
other investment categories including Apartment (11.10%), Office (12.74%), R&D
(17.64%), and Warehouse (12.69%). Among the different retail categories,
neighborhood centers posted the best total performance, while regional malls
were laggards.

================================================================================

                                      -25-




<PAGE>


                                            National Retail Market Overview
================================================================================

================================================================================
                           Retail Segment Performance
================================================================================
    Category                    Income         Appreciation           Total
================================================================================
    Neighborhood                8.85%            - .63%               8.17%
- --------------------------------------------------------------------------------
    Community                   9.03%            -2.10%               6.79%
- --------------------------------------------------------------------------------
    Regional Malls              7.74%            -3.98%               3.53%
- --------------------------------------------------------------------------------
    Super Regional Malls        8.04%            -3.29%               4.55%
================================================================================

     From the above, it is clear that value declines were still in evidence
during 1996.

     Private investor underwriting has become more conservative with respect to
vacancy allowances, growth rates (rent, sales) and occupancy cost tolerance
levels. The reduced spread between cash returns and internal rate of returns is
evidence that buyers seek a higher proportion of their expected return from
income rather than from appreciation.

     The Cushman & Wakefield Investor Survey also confirms trends that
capitalization rates for most retail categories have risen. Regional malls have
been the most affected. This is partly due to the fact that over 75 malls are
currently available for sale.

Real Estate Investment Trust Market (REITs)

     To date, the impact of REITs on the retail investment market has been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers, and outlet centers did not enter the
market until the latter part of 1993 and early 1994. It is noted that REITs have
dominated the investment market for apartment properties and have evolved into a
major role for retail properties as well.

     Currently, there are in excess of 300 REITs in the United States, more than
three-quarters of which are publicly traded. The advantages provided by REITs,
in comparison to more traditional real estate investment opportunities, include
the diversification of property types and location, increased liquidity due to
shares being traded on major exchanges, and the exemption from corporate taxes
when 95.0 percent of taxable income is distributed.

     There are essentially three kinds of REITs which can either be
"open-ended", or Finite-life (FREITs) which have specified liquidation dates,
typically ranging from eight to fifteen years.

     o    Equity REITs center around the ownership of properties where ownership
          interests (shareholders) receive the benefit of returns from the
          operating income as well as the anticipated appreciation of property
          value. Equity REITs typically provide lower yields than other types of
          REITs, although this lower yield is theoretically offset by property
          appreciation.

     o    Mortgage REITs invest in real estate through loans. The return to
          shareholders is related to the interest rate for mortgages placed by
          the REIT.

     o    Hybrid REITs combine the investment strategies of both the equity and
          mortgage REITs in order to diversify risk.

================================================================================

                                      -26-




<PAGE>


                                            National Retail Market Overview
================================================================================

     The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and resulted in a
considerably more liquid market for real estate. A number of "non-traditional"
REIT buyers, such as utility funds and equity/income funds, established a major
presence in the market during 1993/94.

     1995 was not viewed as a great year for REITs relative to the advances seen
in the broader market. Through the end of December, equity REITs posted nearly a
10 percent total return according to the National Association of Real Estate
Investment Trusts (NAREIT). The best performer among equity REITs was the office
sector with a 38.8 percent total return. This was followed by self-storage
(34.9%), hotels (30.8%), triple-net lease (31.6%), and industrial/self-storage
(27.9%). One equity REIT sector was in the red - outlet centers (-2.80%).

Retail REITs

     As of December 31,1996, there were a total of 43 REITs specializing in
retail, making up sizable percentage of the securities in the REIT market.
Forty-two of these 43 REIT companies are Equity REITs. Depending upon the
property type in which they specialize, retail REITs are divided into three
categories: shopping centers, regional malls, and outlet centers. The REIT
performance indices chart, shown as Table A, displays a summary performance of
the three composite categories.

- --------------------------------------------------------------------------------
                       Table A - Retail REIT Performance
                            As of December 31, 1996
- --------------------------------------------------------------------------------
                         Y-T-D Total   Dividend    No. of REIT        Market
                           Return        Yield     Securities     Capitalization
================================================================================
ALL REITs                  39.96%        6.59%        43            $20,190.7
  Strip Centers            32.88%        6.50%        26            $11,145.8
  Regional Malls           44.63%        6.60%        10             $7,349.0
  Outlet Centers            3.78%        9.22%         6             $1,300.2
- --------------------------------------------------------------------------------
* Number reported in thousands
  Source: Realty Stock Review
- --------------------------------------------------------------------------------

     As can be seen, the 43 REIT securities have a market capitalization of
approximately $20.2 billion. Total returns of nearly 40.0 percent were well
ahead of the stock market as a whole and also exceeded the 35.8 percent return
for all REITs. Regional malls did exceptionally well with nearly a 45 percent
return followed by strip centers. Outlet centers, which were posting negative
returns through the third quarter, recovered to show a 3.8 percent return for
the year. Accordingly, dividend yields for this group are 9.22 percent, some 266
basis points above the composite average return.

     While many of the country's best quality malls and shopping centers have
recently been offered in the public market, this heavily capitalized marketplace
has provided sellers with an attractive alternative to the more traditional
marker for large retail properties.

================================================================================

                                      -27-




<PAGE>


                                            National Retail Market Overview
================================================================================

Regional Mall REITs

     The accompanying exhibit Table B summarizes the basic characteristics of
nine REITs and one publicly traded real estate operating company (Rouse Company)
comprised exclusively or predominantly of regional mall properties. Excluding
the Rouse Company (ROUS), the IPOs have all been completed since November 1992.
The nine public offerings with available information have a total of 281
regional or super regional malls with a combined leasable area of approximately
229 million square feet. This figure represents more than 14.0 percent of the
total national supply of this product type.

     The ten companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid than more traditional
real estate related investments. Through October 31, 1996, the regional mall
segment has outperformed its shopping and outlet center counterparts with 23.43
percent total return.

================================================================================

                                      -28-




<PAGE>

                                            National Retail Market Overview
================================================================================

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Table B - REGIONAL MALL REIT ANALYSIS
Cushman & Wakefield
==================================================================================================
REIT PORTFOLI0                           CBL         CWN          GGP          JPR            MAC
                                       CBL &       Crown       General   JP Realty   The Macerich
                                      Assoc.    American        Growth         Inc.       Company
==================================================================================================
<S>                                 <C>            <C>          <C>          <C>          <C>
- ----------------
Company Overview
- ----------------

No. of Retail Centers                    105           25           67          n/a           20
No of Regional Malls                      16           25           66           10           17
Mall as % of Portfolio                    71%          99%          98%          71%          97%
Avg. Total GLA/Center                    655          545          699          493          735

- --------------------------------------------------------------------------------------------------

- ---------------
Mail Operations
- ---------------

Reporting Year                          1995         1995         1995         1995         1995 
Avg. Sales PSF of Mall Shop GLA         $232         $206         $235         $208         $290
Avg. Rent on Recent Leases            $17.41       $17.96       $21.80       $21.45       $23.00
Minimum Rent/Sales Ratio                 7.5%         8.7%         9.3%        10.3%         7.9%
Total Occupancy Cost/Sales Ratio        12.3%        11.1%        12.1%        10.2%        11.3%
Mall Shop Occupancy Level               88.2%        82.0%        86.2%        86.5%        92.2%

- --------------------------------------------------------------------------------------------------

- -------------
Shares Prices
- -------------

IPO Date                            10/27/93       8/9/93       4/8/93          n/a       3/9/94
IPO Price                             $19.50       $17.25       $22.00          n/a       $19.00
Current Price (11/29/96)              $24.50        $7.63       $27.75       $19.50       $23.25
52 - Week High                        $25.00        $8.75       $28.38       $19.75       $24.00
52 - Week Low                         $19.50        $6.63       $18.50       $15.13       $19.00

- --------------------------------------------------------------------------------------------------

- -----------------------
Capitalization & Yields
- -----------------------

Market Capitalization**               $1,266         $842       $2,744         $661       $1,328
Annual Dividend                        $1.68        $0.80        $1.72        $1.92        $1.76
Dividend (11/29/96)                     6.86%       10.48%        6.20%        9.85%        7.57%
FFO 1996***                            $2.03        $1.29        $1.95        $1.83        $1.96
FFO Yield (11/29/96)                    8.29%       16.91%        7.03%        9.38%        8.43%

<CAPTION>

==================================================================================================
REIT PORTFOLIO                           MLS          RSE          SPG          TCO          URB
                                     The Mills      Rouse        Simon      Taubaum        Urban
                                        Corp      Company     Property      Centers     Shopping
                                                                 Group                   Centers
==================================================================================================
<S>                                   <C>         <C>         <C>           <C>           <C>

- ----------------
Company Overview
- ----------------

No. of Retail Centers                     18           69          177           19           12
No of Regional Malls                       4           38          113           19            8
Mall as % of Portfolio                    82%          75%          77%         100%          95%
Avg. Total GLA/Center                  1,500          873          759        1,102        1,040

- --------------------------------------------------------------------------------------------------

- ---------------
Mail Operations
- ---------------

Reporting Year                          1995         1995         1995         1995         1995
Avg. Sales PSF of Mall Shop GLA         $297         $289         $276         $352         $344
Avg Rent on Recent Leases             $25.00       $24.90       $21.92       $41.27       $34.64
Minimum Rent/Sales Ratio                 8.4%         8.6%         7.9%        11.7%        10.1%
Total Occupancy Cost/Sales Ratio        11.6%        12.2%        11.0%        15.1%        11.4%
Mall Shop Occupancy Level               90.0%        95.2%        86.4%        88.0%        92.6%

- --------------------------------------------------------------------------------------------------

- -------------
Shares Prices
- -------------

IPO Date                                4/94         1966     12/26/96     11/18/92      10/6/93
IPO Price                             $23.50          n/a       $22.25       $11.00       $23.50
Current Price (11/29/96)              $20.75       $26.50       $27.38       $11.63       $26.50
52 - Week High                        $22.50       $27.38       $27.88       $12.50       $27.88
52 - Week Low                         $16.50       $18.25       $21.13        $9.25       $20.13

- --------------------------------------------------------------------------------------------------

- -----------------------
Capitalization & Yields
- -----------------------

Market Capitalization**               $1,481       $3,936       $5,900       $3,127       $1,072
Annual Dividend                        $1.89        $0.88        $1.97        $0.88        $1.98
Dividend (11/29/96)                     9.11%        3.32%        7.20%        7.57%        7.47%
FFO 1996***                            $1.96        $2.42        $2.34        $0.98        $2.41
FFO Yield (11/29/96)                    9.45%        9.13%        8.55%        8.43%        9.09%

</TABLE>
- --------------------------------------------------------------------------------

Source: Salomon Brothers, Realty Stock Review; Annual Reports and Green Street
Advisors, Inc.

*    Numbers in thousands (000) includes malls only.

**   Numbers in millions.

***  Funds From Operations is defined as net income (loss) before depreciation,
     amortization, other non-cash items, extraordinary items, gains or losses on
     sales of assests and before minority interests in the Operating
     Partnership.
- --------------------------------------------------------------------------------


================================================================================

                                      -29-


<PAGE>

                                            National Retail Market Overview
================================================================================

Shopping Center REITs

     Shopping center REITs comprise the largest sector of the retail REIT market
accounting for 26 our or the total 43 securities. General characteristics of
seven of the largest shopping center REITs are summarized on Table C. The public
equity market capitalization of the seven companies totaled $6.1 billion as of
October 31, 1996. The two largest, Kimco Realty Corp. and New plan Realty Trust
have a market capitalization equal to approximately 34.4 percent of the group
total.

     Year-to-date returns have been 16.19 percent for all shopping center REITs
including a 7.36 percent dividend yield.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Table C - SHOPPING CENTER REIT ANALYSIS 
Cushman & Wakefield, Inc.
===========================================================================================
REIT PORTFOLIO                         DDR              FRT            GRT             JPR 
                                      Devel.        Federal       Glimcher              JP 
                                Diversified      Realty Inv         Realty      Realty Inc 
===========================================================================================
<S>                                   <C>            <C>            <C>            <C>   
- ----------------
Company Overview
- ----------------

Total  Properties                        111             53             84             46
Total Retail Centers                     104             53             84             40
Total Retail GLA *                    23,600         11,200         12,300          6,895
Avg. Total GLA/Center*                   227            211            146            172

- -------------------------------------------------------------------------------------------

- ---------------
Mall Operations
- ---------------

Reporting Year                            --             --           1994             -- 
Total Rental Income                       --             --        $71,101             --
Average Rent/Square Foot               $6.04             --          $5.78             -- 
Total Operating Expenses                  --             --        $45,746             -- 
Operating Expenses/Square Foot            --             --          $3.72             -- 
Operating Expense Ratio                   --             --           64.3%            -- 
Total occupancy Level

- -------------------------------------------------------------------------------------------

- ------------
Share Prices
- ------------

IPO Date                                1992           1993           1994           1994 
IPO Price                             $19.50         $17.25         $14.75         $22.00
Current Price (12/15/95)              $29.88         $23.38         $17.75         $20.63
52-Week High                          $32.00         $23.75         $22.38         $21.38
52-Week Low                           $26.13         $19.75         $16.63         $17.38

- -------------------------------------------------------------------------------------------

- -----------------------
Capitalization & Yields
- -----------------------

Outstanding Shares **                  18.96          32.22          24.48          19.72
Market Capitalization**                 $567           $753           $435           $407
Annual Dividend                        $2.40          $1.64          $1.92          $1.68
Dividend Yield (12/15/95)               8.03%          7.01%         10.82%          8.14%
FFO 1995***                            $2.65          $1.78          $2.25          $1.83
FFO Yield (12/15/95)                    8.87%          7.61%         12.68%          8.87%

<CAPTION>
- -------------------------------------------------------------------------------------------
                                         KIM            NPR            VNO            WRI
                                       Kimco       New Plan        Vornado     Weingarten
                                 Realty Corp         Realty         Realty         Realty
===========================================================================================
<S>                                 <C>              <C>            <C>          <C>   
- ----------------
Company Overview
- ----------------

Total  Properties                        193            123             65            161
Total Retail Centers                     193            102             56            141
Total Retail GLA *                    26,001         14,500          9,501         13,293
Avg. Total GLA/Center*                   135            142            170             94

- -------------------------------------------------------------------------------------------

- ---------------
Mall Operations
- ---------------

Reporting Year                          1994             --             --           1994
Total Rental Income                 $125,272             --             --       $112,233
Average Rent/Square Foot               $4.82             --             --          $8.44
Total Operating Expenses             $80,563             --             --        $76,771
Operating Expenses/Square Foot         $3.10             --             --          $5.78
Operating Expense Ratio                 64.3%            --             --           68.4%
Total occupancy Level

- -------------------------------------------------------------------------------------------

- ------------
Share Prices
- ------------

IPO Date                                1991           1973           1993           1985
IPO Price                             $19.00             --         $22.25             --
Current Price (12/15/95)              $42.25         $21.63         $36.13         $36.13
52-Week High                          $42.25         $23.00         $38.13         $38.13
52-Week Low                           $35.00         $18.75         $32.75         $32.75

- -------------------------------------------------------------------------------------------

- -----------------------
Capitalization & Yields
- -----------------------

Outstanding Shares **                  22.43          53.26          24.20          26.53
Market Capitalization**                 $948         $1,152           $874           $959
Annual Dividend                        $2.16          $1.39          $2.24          $2.40
Dividend Yield (12/15/95)               5.11%          6.43%          6.20%          6.64%
FFO 1995***                            $3.15          $1.44          $2.67          $2.80
FFO Yield (12/15/95)                    7.46%          6.66%          7.39%          7.75%
===========================================================================================
</TABLE>

Source: Salomon Brothers and Realty Stock Review; Annual Reports

*    Numbers in thousands (000) includes retail properties only.

**   Numbers in millions.

***  Funds From Operations is defined as net income (loss) before depreciation,
     amortiztion, other non-cash items, extraordinary items, gaines or losses on
     sales of assets and before minority interest in the Operating Partnership.


================================================================================

                                      -30-
<PAGE>


                                            National Retail Market Overview
================================================================================

Outlook

     A review of various data sources reveals the intensity of the development
community's efforts to serve a U.S. retail market that is still growing,
shifting and evolving. It is estimated 25-30 power centers appear to be capable
of opening annually, generating more than 12 million square feet of new space
per year. That activity is fueled by the locational needs of key power center
tenants, 27 of which indicated in recent year-end reports to shareholders an
appetite for 900 new stores annually, an average of 30 new stores per firm.

     With a per capita GLA figure of 19 square feet, most analysts are in
agreement that the country is already over-stored. As such, new centers will
become feasible through the following demand generators:

     o    The gradual obsolescence of some existing retail locations and retail
          facilities;

     o    The evolution of the locational needs and format preferences of
          various anchor tenants; and

     o    Rising retail sales generated by increasing population and household
          levels.

     By the year 2000, total retail sales are projected to rise from $2.237
trillion in 1994 to almost $2.9 trillion; shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those increases reflect annual compound growth rates
of 4.1 percent and 4.5 percent, respectively, for the six-year period.

     On balance, we conclude that the outlook for the retail industry is one of
cautious optimism. Because of the importance of consumer spending to the
economy, the retail industry is one of the most studied and analyzed segments of
the economy. One obvious benefactor of the aggressive expansion and promotional
pricing which has characterized the industry is the consumer. There will
continue to be an increasing focus on choosing the right format and
merchandising mix to differentiate the product from the competition and meet the
needs of the consumer. Quite obviously, many of the nations' existing retail
developments will find it difficult if not impossible to compete. Tantamount to
the success of these older centers must be a proper merchandising or
repositioning strategy that adequately considers the feasibility of the capital
intensive needs of such an undertaking. Coincident with all of the change which
will continue to influence the industry is a general softening of investor
bullishness. This will lead to a realization that the collective interaction of
the fundamentals of risk and reward now require higher capitalization rates and
long term yield expectations in order to attract investment capital.

================================================================================


                                      -31-
<PAGE>

                                   EXHIBIT A

Parcel A

PROPERTY: Parcel of 203,775.9711 square meters, equivalent to 51.8461 cuerdas,
pending inscription at entry 547 of Volume 83 of the Book of Daily Entries in
the registry of the Property of San Juan IV.

DESCRIPTION:

Rural: Parcel of land located at Caimito Ward of Rio Piedras, Municipality of
San Juan, Puerto Rico with an area of 203,775.9711 square meters, equivalent to
51.8461 cuerdas; bounded on the North, with lands property of Kmart Corporation
identified as Parcel K-1 Remnant and the intersection of the "Periferal Avenue"
with Las Americas Expressway; on the South with lands property of Kmart
Corporation identified as Parcel A-6, lands of AH Development S.E. identified as
parcel AH-5 Remnant and municipal road "Los Romeros"; on the East with lands
property of PR Highway Authority which constitutes part of the right of access
into Las Americas Expressway and on the West, with the municipal road Los
Romeros.

Parcel B

PROPERTY: Parcel A-6 of 1.5084 cuerdas, pending inscription at entry 600 of
Volume 53 of the Book of Daily Entries in the Registry of the Property of San
Juan, Fourth Section.

DESCRIPTION:

Parcel A-6 - Rural: Parcel of land of rectangular shape located at Caimito Ward
of Rio Piedras, Municipality of San Juan identified as A-6 in the inscription
plot plan prepared by Eng. Sergio A. Morales Marrero, Lic. No. 8048 with an area
of 1.5084 cuerdas, equivalent to 5,920.8960 square meters bounded on the North
and East with a segregated parcel now property of Kmart Corporation and on the
South and West with the remnant of the main property of AH Development S.E.

Parcel C

PROPERTY: Parcel A-4 with an area of 3.2886 cuerdas, pending inscription at
entry 600 of volume 53 of the Book of Daily Entries in the Registry of the
Property of San Juan, Fourth Section.

DESCRIPTION:

Parcel A-4: Rural: Parcel of land of irregular shape located at Caimito Ward of
Rio Piedras, Municipality of San Juan, Puerto Rico identified as Parcel A-4 in
the inscription plot plan prepared by Eng. Sergio A. Morales Marrero, Lic. No.
8048 with an area of 3.2886 cuerdas, equivalent to 12,925.5378 square meters,
bounded on the North, with a parcel property of AH Development S.E., formerly
Estate of Gregoria Rondon; on the South, with a segregated parcel now property
of Kmart Corporation; on the East with a parcel identified as A-5 in the
inscription plot plan to be dedicated to public use; and on the West with the
municipal road Los Romeros.

                                       18

<PAGE>



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Report Date: 02/14/97                                    KMART BUDGET TO ACTUAL                                       Page:        1
Company: 03                                            BIG BEAVER OF RIO PIEDRAS                                      Date: 02/14/97
Development ID: 61                                     BIG BEAVER OF RIO PIEDRAS                                      Time: 12:09:14
- ------------------------------------------------------------------------------------------------------------------------------------
                                          Current Period                                           Year-to-Date
                            1 Month       1 Month                                 12 Months      12 Months
                   Thru:  Dec. 1996   Std. Budget       Variance          %       Dec. 1996    Std. Budget       Variance       %
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>          <C>              <C>       <C>            <C>            <C>            <C>  
INCOME
MINIMUM RENTS               581,365       672,254        (90,889)      -13.52     7,391,405      7,687,578       (296,173)    -3.85
OVERAGE                     301,894             0        301,894         0.00       431,748              0        431,748      0.00
RE ESTATE TAX REIMB          71,248        60,621         10,627        17.53       281,434        328,302        (46,868)   -14.28
SERVICE                     303,620       218,597         85,023        38.89     1,822,611      1,347,925        474,686     35.22
MISCELLANEOUS                13,499         6,000          7,499       124.98       148,453         72,000         76,453    106.18
PRIOR YR INCOME ADJ          16,442             0         16,442         0.00        11,875              0         11,875      0.00
                         ----------       -------     ----------      -------     ---------      ---------     ----------   -------
TOTAL INCOME              1,288,068       957,472        330,596        34.53    10,087,526      9,435,805        651,721      6.91
                                                                                
                                                                                
OPERATING EXPENSE                                                               
ADVERT, TRAVEL, & PROMO     131,863        67,826        (64,037)      -94.41       318,827        209,165       (109,662)   -52.43
BAD DEBTS                         0             0              0         0.00             0              0              0      0.00
INSURANCE                   121,305             0       (121,305)        0.00       216,763        145,800        (70,963)   -46.67
LEGAL & ACCOUNTING           42,830         1,500        (41,330)     ****.**       133,040         44,500        (88,540)  -198.97
MANAGEMENT FEES              31,473        12,500        (18,973)     -151.79       210,846        150,000        (60,846)   -40.56
MISCELLANEOUS                  (333)          498            831       166.90         7,467          5,976         (1,491)   -24.95
OFFICE EXPENSE                   90            50            (40)      -80.82         6,245            600         (5,645)  -940.87
PROFESSIONAL SERVICES       (15,977)        1,250         17,227      1378.13        15,133         15,000           (133)    -0.89
R&M RECOVERABLE               9,264         6,500         (2,764)      -42.53        70,154         78,000          7,846     10.06
R&M CONTRACT RECOVERABLE     11,607         3,800         (7,807)     -205.44       118,330         45,600        (72,730)  -159.49
R&M NONRECOVERABLE            1,974             0         (1,974)        0.00        14,379              0        (14,379)     0.00
SALARIES & WAGES             10,104         9,300           (804)       -8.64       119,864        111,600         (8,264)    -7.41
SECURITY SERVICES            39,458        27,485        (11,973)      -43.56       305,756        329,820         24,064      7.30
SUPPLIES                     10,659        22,000         11,341        51.55       312,893        286,000        (26,893)    -9.40
TAXES, OTHER                      0             0              0         0.00        21,305         50,000         28,695     57.39
TAXES, PAYROLL                    0             0              0         0.00             0              0              0      0.00
TAXES, REAL ESTATE                0             0              0         0.00       348,667        350,000          1,333      0.38
UTILITIES                    25,079        25,750            671         2.61       247,082        309,000         61,918     20.04
                         ----------       -------     ----------      -------     ---------      ---------     ----------   -------
TOTAL EXPENSES              419,397       178,459       (240,938)     -135.01     2,466,752      2,131,061       (335,691)   -15.75
                                                                                
IN BEFORE INT, AMORT DEP    868,671       779,013         89,658        11.51     7,620,773      7,304,744        316,029      4.33
                                                                                
INTEREST EXPENSE            647,716       400,000       (247,716)      -61.93     5,926,476      4,800,000     (1,126,476)   -23.47
DEPRECIATION              1,451,527             0     (1,451,527)        0.00     1,451,527              0     (1,451,527)     0.00
                         ----------       -------     ----------      -------     ---------      ---------     ----------   -------
                         (2,099,243)     (400,000)    (1,699,243)     -424.81    (7,378,003)    (4,800,000)    (2,578,003)   -53.71
                                                                                
NET INCOME/LOSS          (1,230,573)      379,013     (1,609,586)     -424.68       242,770      2,504,744     (2,261,974)   -90.31
</TABLE>



<PAGE>


BIG BEAVER OF RIO PIEDRAS DEVELOPMENT CORPORATION
MONTEHIEDRA TOWN CENTER
RENT INCOME FROM TENANTS
FOR THE YEARS ENDED DECEMBER 31, 1996


<TABLE>
<CAPTION>
                                                                                            1996
                                                     -------------------------------------------------------------------------------

                                                                                     R/E tax                                        
           Tenant                   Sq Ft   Notes     Minimum        Overage          Reimb          media     marketing   sprinkler
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>            <C>              <C>             <C>        <C>            <C>
5-7-9 #162                         $ 1,554            $ 38,850      $ 11,806         $ 1,020                    $ 1,554             
ALMACENES GONZALEZ                   2,861              65,565                         1,758         5,245        2,623        1,311
ATHLETIC ATTIC                       2,042              44,924        12,615           1,369         1,021        2,042        1,021
ATHLETIC XPRESS                      3,294              10,065                           162           403          805          201
ATICO ANTIQUES & FINE FURNITURE      2,343               3,515                           131           195        2,538           98
BAKERS #2696                         2,588              59,524         7,208           1,698                      2,588             
BANCO SANTANDER                      1,553              42,708                           954           712          712          356
BEEPERS CONNECTION                      90              12,000                             0                      1,200             
BOSTONIAN                            1,335              29,370           523             876         1,391        2,781          668
BRILLANTIF JOYEROS                     800              28,000        41,057             536           800        1,600          400
BUILDERS SQUARE #1004              110,241           1,260,899                        66,837                                        
CALZADOS PIMPLOIN                    1,200              30,000                           805           600          600          600
CARIBBEAN THEATRES                  50,000             178,836                         2,071                                        
CASA DEL LOS TAPES                   3,126              93,780                         2,096                      3,126          782
CASA FEBUS                           4,360             104,640                         2,923         2,180        4,360        1,090
CHOPSTICKS                             651              45,570                           436           977          977          326
CINE FOTO                            1,000              25,000                           670         1,000        1,500          250
CLAIRE'S BOUTIQUE #6241                940              35,000                           630           940        1,880          470
CLICK                                2,180              14,533                           487           363          363           73
COUNTRY PIT                            651              39,060         6,476             436                      2,040          326
CROSSWAY BEAUTY SPA                    495               7,219                           138           206          206           52
CROSSWAY FAMILY HAIR CENTER          1,430              42,900         5,598             959         1,430        2,860          715
DELICIAS                               777              23,310                           521           389        1,166          194
DISCOVERY ZONE #905                 10,000             195,833                         6,562                                        
DONATO                               4,309              86,180        25,803           2,889         3,232        3,232        2,154
EL SANDWICHON                          360              22,320         1,461             241           720          720          180
EXENTRIX                               678              27,120                           445           678        1,356          339
EYE CENTER                           1,596              39,900                         1,070         1,596        3,192          798
FLAMERS CHARBROILED HAMBURGERS         461              27,660        33,575             309           461          922          231
FOOTACTION #359                      4,966              99,320        22,931           3,259         4,966        9,932        2,483
FULL TIME                               90              14,400                             0                      1,200             
GAFAS Y GAFAS                          180              24,000                             0                        600             
GALLERIA GIRASOL                       757              34,065                           508           757        1,514          378
GENERAL NUTRITION CENTER             1,730              47,575                         1,135         1,730        2,460             
GIRALDA                             14,615             221,070                         9,799                                        
GODDESS                                180              24,000                             0                        900             
GOODIES                                180              24,000                             0                      1,200             
HILL MONGRAMS                          751              22,530                           504           751          751          188
HOWARD JOHNSON'S ICE CREAM             180              26,500                             0                        540             
IMPERIAL BEAUTY SUPPLY               1,628              56,980                         1,091         1,628        3,256          814
IN DETAIL                              990              16,500                           442           660        2,310          330
INFINITO                             4,360              74,120        22,234           2,923         2,180        2,180          436
J RIGGINS #479                       2,501              57,523                         1,641                      2,501             
JW #80914                            1,383              34,575                           908                      1,383             
KAY BEE TOYS                         4,317              77,706        33,351           2,833         4,317        8,634        2,159
KFC                                    768              40,080                           515         1,500        1,500          184
KIDZ WORLD                           2,094              48,162                         1,404         2,094        4,188        1,047
KINDER MODE                          1,573              19,325                         2,681                      2,360          798
KITTY LAND                             990              14,650         8,110             664         1,980          900          495


<CAPTION>
                                                                                 1996
                                             -----------------------------------------------------------------------        --------
                                                                                             Tenant                          Lease 
                                                            Service                          Gross           Sales            Exp  
           Tenant                              cam          Income           Total           Sales           Per SF           Date  
- --------------------------------------------------------------------------------------------------------------------        --------
<S>                                          <C>            <C>            <C>             <C>              <C>             <C>   
5-7-9 #162                                   $ 7,129        $ 8,683        $ 60,359        $ 654,968        $ 421.47        12/31/06
ALMACENES GONZALEZ                            16,791         25,970          93,293        N/A                  0.00        01/31/06
ATHLETIC ATTIC                                13,074         17,158          76,065          958,975          469.63        02/28/05
ATHLETIC XPRESS                                2,577          3,986          14,213        N/A                  0.00        11/30/06
ATICO ANTIQUES & FINE FURNITURE                1,251          4,082           7,727        N/A                  0.00        11/30/06
BAKERS #2696                                  11,869         14,457          82,888           22,172          317.69        11/30/06
BANCO SANTANDER                                9,118         10,897          54,559        N/A                  0.00        01/31/06
BEEPERS CONNECTION                             2,400          3,600          15,600          105,671        1,174.12        03/31/00
BOSTONIAN                                      8,076         12,915          43,685          427,632          320.32        02/28/05
BRILLANTIF JOYEROS                             5,121          7,921          77,514           10,568        1,013.21        11/30/04
BUILDERS SQUARE #1004                              0              0       1,327,736        N/A                  0.00        08/31/19
CALZADOS PIMPLOIN                              7,682          9,482          40,286        N/A                  0.00        01/31/05
CARIBBEAN THEATRES                            67,588         67,588         248,494        N/A                  0.00        04/30/21
CASA DEL LOS TAPES                            20,017         23,924         119,800        1,408,070          450.44        04/30/05
CASA FEBUS                                    27,920         35,550         143,113        1,663,798          381.61        04/30/05
CHOPSTICKS                                    42,409         44,688          90,694          358,697          550.99        07/31/05
CINE FOTO                                      6,401          9,151          34,822          221,999          222.00        11/30/04
CLAIRE'S BOUTIQUE #6241                        6,020          9,310          44,940          355,300          377.98        11/30/04
CLICK                                          4,653          5,453          20,473        N/A                  0.00        08/31/06
COUNTRY PIT                                   42,409         44,775          90,747          758,929        1,165.79        01/31/05
CROSSWAY BEAUTY SPA                            1,318          1,782           9,139        N/A                  0.00        06/30/02
CROSSWAY FAMILY HAIR CENTER                    9,159         14,164          63,621          860,201          601.54        05/30/05
DELICIAS                                       4,973          6,722          30,553          192,452          247.69        01/31/05
DISCOVERY ZONE #905                           11,689         11,689         214,085        1,315,640          131.56        02/28/05
DONATO                                        27,587         36,205         151,078        1,866,388          433.14        11/30/04
EL SANDWICHON                                 23,446         25,066          49,088          297,260          825.72        02/28/05
EXENTRIX                                       4,346          6,719          34,283          370,012          545.74        11/30/04
EYE CENTER                                    10,218         15,804          56,774          565,359          354.24        02/28/05
FLAMERS CHARBROILED HAMBURGERS                30,030         31,644          93,188        1,020,583        2,213.85        12/31/05
FOOTACTION #359                               30,037         47,418         172,928        2,069,172          416.67        11/30/05
FULL TIME                                      2,400          3,600          18,000        N/A                  0.00        11/30/00
GAFAS Y GAFAS                                  1,800          2,400          26,400          230,243        1,279.13        12/31/99
GALLERIA GIRASOL                               4,850          7,500          42,072          251,491          332.22        05/31/05
GENERAL NUTRITION CENTER                      10,464         14,654          63,364          652,794          377.34        02/28/05
GIRALDA                                       93,571         93,571         324,439        2,230,426          152.61        11/30/09
GODDESS                                          600          1,500          25,500          127,222          706.79        11/30/02
GOODIES                                        2,400          3,600          27,600          142,510          791.72        12/31/99
HILL MONGRAMS                                  4,813          6,503          29,537          155,352          206.86        12/31/06
HOWARD JOHNSON'S ICE CREAM                     1,800          2,340          28,840          236,095        1,311.64        07/31/05
IMPERIAL BEAUTY SUPPLY                        10,427         16,125          74,196        N/A                  0.00        01/31/05
IN DETAIL                                      4,227          7,527          24,469        N/A                  0.00        04/30/06
INFINITO                                      27,920         32,716         131,993        1,605,907          368.33        11/30/04
J RIGGINS #479                                11,467         13,968          73,132          640,907          256.21        11/30/06
JW #80914                                      6,337          7,720          43,203          496,193          358.78        11/30/06
KAY BEE TOYS                                  26,122         41,232         155,122        1,631,558          377.94        06/30/05
KFC                                           50,019         53,403          99,998          632,558          823.32        01/31/05
KIDZ WORLD                                    13,406         20,735          70,301          469,447          224.19        04/30/05
KINDER MODE                                    9,516         12,673          54,681          643,064          408.81        12/31/04
KITTY LAND                                     6,340          9,805          53,229          712,672          719.87        05/31/05
</TABLE>


<PAGE>


BIG BEAVER OF RIO PIEDRAS DEVELOPMENT CORPORATION
MONTEHIEDRA TOWN CENTER
RENT INCOME FROM TENANTS
FOR THE YEARS ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                                            1996
                                                     -------------------------------------------------------------------------------

                                                                                     R/E tax                                        
           Tenant                   Sq Ft   Notes     Minimum        Overage          Reimb          media     marketing   sprinkler
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>            <C>              <C>             <C>        <C>            <C>
KMART #4844                        135,385           1,445,389                        69,864                                        
KRESS & KRESS KIDS                   6,331              94,965        23,018           4,155                      3,166          633
LA DEFENSA                           2,394              52,668                         1,605         2,394        4,789        1,197
LA GRAN VIA                          4,360             109,000                         2,923         4,360        8,720        2,180
LA PARRILLA ARGENTINA                  370              27,750                           186           277       10,277          139
LE CLUB                              4,005              69,086                         2,014         3,004        7,009        1,502
LORD JIM LEATHER                       800              18,245         1,757             437           626          352          163
MADELENE BOUTIQUE                    1,780              46,280                         1,193         1,780        1,780          445
MAMBO                                1,500              34,500         4,098           1,006         3,000        1,500          750
MARIANNE #3782                      10,481             146,734                        11,355         2,620        2,620        2,620
MARSHALLS                           29,776             342,424        18,771          20,397                                        
ME SALVE                             4,968              74,520                         3,260                      2,484        2,484
MONTEHIEDRA CRUISES & TRAVEL           585               1,869                            50            75           75           19
MR PRETZELS                             90              12,000        17,839               0                      1,200             
NOVUS                                2,995              56,905        38,152           1,965         2,246        2,246          300
OAK TREE #10066                      2,086              47,978                         1,369                      2,086             
ONE PRICE CLOTHING $7.00             4,360              87,200                         2,923         2,299        2,299        2,180
PARTY LAND                           4,029              76,551                         2,701         4,029        4,029        1,007
PATRICIA                             2,025              34,251                           883         1,317        1,317          329
PAYLESS SHOESOURCE #4238             4,363              91,560                         2,863                      4,360        2,180
PEARLE VISION                        1,905              47,625                         1,250         1,905        3,810          952
PETLAND                              2,904              24,100                           811         1,205        4,097          601
PIERCING PAGODA                        180              24,000        17,335             819                        540             
POSTAL ZONE                          1,080               6,210                           181           270          270           68
PRECIOSA                             1,602              56,070        31,530           1,051         1,602        3,204          801
PUERTOS ESCONDIDOS                   1,738              38,236         7,184           1,165         1,738        3,476          869
RECUERDOS                            2,215              44,300                         1,485         2,215        4,430        1,107
REQUEST JEANS                        2,212              44,240                         1,483         2,212        4,424        1,106
SALON DE ORO - BARED                   902              36,080                           605           902        1,804          451
SBARRO                                 700              42,000         3,853             469         1,950        3,900          350
SPECS MUSIC                          3,410             102,300                         2,238         3,410        6,820        1,705
STEPHANIE ADDLER                     2,094              43,974                         1,404         2,094        2,094        1,047
SUNGLASS HUT                           180              24,000         3,295               0                        540             
TACO MAKER                             530              31,800         7,666             355                      2,040          265
THE BOOK SHOP                        1,716              22,000                           767           572          572          286
THE ELECTRONICS BOUTIQUE             1,461              36,525         7,826             980         1,461        1,461           33
THE HORSE LOVERS' SHOP                 800               4,000                            89           133          933          731
THE PRO IMAGE                        1,461              42,613                           980         1,461        2,922        1,489
THOM MCAN FOOTWEAR                   2,978              59,560                         1,954         2,978        5,956             
TIME-OUT #10019                      2,082              41,640                         1,366                      2,082             
VALUA GATANA                           180              28,175                             0                        575             
VICTORIAN ROOM                         709              17,725        16,673             475           709        1,418          354
WILD PAIR #5696                      1,383              34,575                           908                      1,383             
XPLOSIF                              3,419               2,422                           108            81           81           81
                                   -------         ---------------------------------------------------------------------------------
                                   517,672         $ 7,391,405     $ 431,748      [ILLEGIBLE]    $ 102,026    $ 214,481     $ 53,301
                                   =======         =================================================================================


<CAPTION>
                                                                                 1996
                                             -----------------------------------------------------------------------        --------
                                                                                             Tenant                          Lease 
                                                            Service                          Gross           Sales            Exp  
           Tenant                              cam          Income           Total           Sales           Per SF           Date  
- --------------------------------------------------------------------------------------------------------------------        --------
<S>                                       <C>           <C>             <C>             <C>               <C>               <C>  
KMART #4844                                   85,604         85,604       1,610,857        N/A                  0.00        10/31/19
KRESS & KRESS KIDS                            35,360         39,159         161,296        1,993,390          314.86        03/31/05
LA DEFENSA                                    15,326         23,706          77,979          571,048          238.53        10/31/05
LA GRAN VIA                                   27,920         43,180         155,103        1,624,953          372.70        05/31/05
LA PARRILLA ARGENTINA                         18,072         28,765          56,701        N/A                  0.00        03/31/06
LE CLUB                                       19,232         30,746         101,846        N/A                  0.00        03/31/06
LORD JIM LEATHER                               4,171          5,312          25,751        N/A                  0.00        12/31/01
MADELENE BOUTIQUE                             11,399         15,404          62,878        N/A                  0.00        10/31/05
MAMBO                                          9,602         14,852          54,456          643,300          428.87        12/31/04
MARIANNE #3782                                67,104         74,964         233,053        1,898,491          181.14        01/31/05
MARSHALLS                                     26,493         26,493         408,085       13,433,519          451.15        01/31/10
ME SALVE                                      30,049         35,017         112,798        1,186,383          238.80        11/30/04
MONTEHIEDRA CRUISES & TRAVEL                     478            646           2,565        N/A                  0.00        11/30/02
MR PRETZELS                                    2,400          3,600          33,439          372,990        4,114.33        12/31/99
NOVUS                                         18,121         22,913         119,936        1,584,291          528.98        11/30/04
OAK TREE #10066                                9,558         11,644          60,991          602,653          288.90        11/30/06
ONE PRICE CLOTHING $7.00                      27,920         34,697         124,820        1,312,854          301.11        01/31/05
PARTY LAND                                    25,790         34,855         114,108          564,592          140.13        10/31/05
PATRICIA                                       8,433         11,397          46,531        N/A                  0.00        05/31/04
PAYLESS SHOESOURCE #4238                       7,344         13,884         108,307        1,205,470          276.29        11/30/04
PEARLE VISION                                 11,522         18,190          67,065          428,105          224.73        12/31/04
PETLAND                                        7,745         13,650          38,561        N/A                  0.00        06/30/06
PIERCING PAGODA                                    0            540          42,694          413,355        2,296.42        02/28/00
POSTAL ZONE                                    1,730          2,337           8,728        N/A                  0.00        07/31/04
PRECIOSA                                       9,688         15,295         103,947        1,460,004          911.36        12/31/04
PUERTOS ESCONDIDOS                            11,129         17,212          63,797          757,000          435.56        12/31/04
RECUERDOS                                     14,181         21,934          67,719          443,053          200.02        11/30/04
REQUEST JEANS                                 14,157         21,899          67,622          330,206          149.28        02/28/05
SALON DE ORO - BARED                           5,774          8,931          45,615          514,119          569.98        12/31/04
SBARRO                                        45,594         51,794          98,117          764,217        1,091.74        01/31/05
SPECS MUSIC                                   21,838         33,773         138,311          877,351          257.29        02/28/05
STEPHANIE ADDLER                              13,406         18,641          64,019          473,246          226.00        05/31/05
SUNGLASS HUT                                   1,800          2,340          29,635          272,953        1,516.41        12/31/04
TACO MAKER                                    34,525         36,830          76,651          657,767        1,241.07        12/31/04
THE BOOK SHOP                                  7,321          8,751          31,518        N/A                  0.00        04/30/04
THE ELECTRONICS BOUTIQUE                       9,356         13,008          58,339          887,028          607.14        05/31/05
THE HORSE LOVERS' SHOP                           854          1,954           6,043        N/A                  0.00        08/31/03
THE PRO IMAGE                                  9,356         14,469          58,061          127,292           87.13        05/31/05
THOM MCAN FOOTWEAR                            16,059         26,482          87,996          899,468          302.04        06/30/05
TIME-OUT #10019                                9,545         11,627          54,633        N/A                  0.00        01/31/07
VALUA GATANA                                   1,150          1,725          29,900        N/A                  0.00        01/31/07
VICTORIAN ROOM                                 4,543          7,024          41,897          586,425          827.12        09/30/05
WILD PAIR #5696                                6,337          7,720          43,203          496,537          359.03        12/31/06
XPLOSIF                                        1,034          1,276           3,806        N/A                  0.00        12/31/06
                                          ----------    -----------     -----------     ------------     -----------
                                          [ILLEGIBLE]   $ 1,822,611     $ 9,927,198     $ 65,343,961     $ 40,539.24                
                                          ==========    ===========     ===========     ============
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                       BIG BEAVER 1997 BUDGET
- ------------------------------------------------------------------------------------------------------------------------------------
                                            1/97      2/97        3/97        4/97        5/97        6/97         7/97       8/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>         <C>         <C>         <C>         <C>          <C>        <C>    
INCOME:
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
3000-010   RENT INCOME - MINIMUM          665,284    665,284     665,284     667,039     667,039     667,039      677,976    677,976
- ------------------------------------------------------------------------------------------------------------------------------------
3000-012   RENT INCOME OUTLETS                                                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------
3000-020   RENT INCOME - OVERAGE                                 107,283                             107,283                        
- ------------------------------------------------------------------------------------------------------------------------------------
3100-014   EXP - TAXES   (1)               29,188     29,188      29,188      29,188      29,188      29,188       29,188     29,188
- ------------------------------------------------------------------------------------------------------------------------------------
3100-016   EXP REC-MEDIA (1)                8,619      8,619       8,619       8,619       8,619       8,619        8,619      8,619
- ------------------------------------------------------------------------------------------------------------------------------------
3100-019   EXP REC-MARKETING (1)           16,142     16,142      16,142      16,142      16,142      16,142       16,142     16,142
- ------------------------------------------------------------------------------------------------------------------------------------
3100-027   EXP REC-SPRINKLER                4,375      4,375       4,375       4,375       4,375       4,375        4,375      4,375
- ------------------------------------------------------------------------------------------------------------------------------------
3100-040   EXP REC-CAM (2)                156,844    156,844     156,844     156,844     156,844     156,844      156,844    156,844
- ------------------------------------------------------------------------------------------------------------------------------------
3500-100   INTEREST INCOME                                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
3500-300   EXHIBITIONS                      8,900      8,900       8,900       8,900       8,900       8,900        8,900      8,900
- ------------------------------------------------------------------------------------------------------------------------------------
3500-900   MISCELLANEOUS INCOME                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
3999-999   PRIOR YR INCOME ADJUSTMENT                                                                                               

- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME                              889,352    889,352     996,635     891,107     891,107     998,390      902,044    902,044
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
- ------------------------------------------------------------------------------------------------------------------------------------
4000-100   ADVERTISING & PROMOTION (1)     13,980     13,980      15,980      15,980      20,980      33,980       19,980     19,980
- ------------------------------------------------------------------------------------------------------------------------------------
4000-900   MISC. EXPENSE                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
4000-999   BAD DEBT EXPENSE                                                                                                         
- ------------------------------------------------------------------------------------------------------------------------------------
4100-100   TRAVEL                             100        100         100         100         100         100          100        100
- ------------------------------------------------------------------------------------------------------------------------------------
4100-200   MEALS & ENTERAINMENT                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
4200-200   COMPUTER EXPENSE - SOFTWARE                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
4200-300   COMPUTER EXPENSE - HARDWARE                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
4300-100   OFFICE EXPENSE - SUPPLIES          500        500         500         500         500         500          500        500
- ------------------------------------------------------------------------------------------------------------------------------------
4300-200   POSATAGE & DELIVERY                425        425         425         425         425         425          425        425
- ------------------------------------------------------------------------------------------------------------------------------------
4300-300   REPRODUTION EXPENSE                200        200         200         200         200         200          200        200
- ------------------------------------------------------------------------------------------------------------------------------------
4300-500   TELEPHONE (2)                      750        750         750         750         750         750          750        750
- ------------------------------------------------------------------------------------------------------------------------------------
4400-120   SALARIES MANAGEMENT (2)         10,103     10,103      10,103      10,103      10,103      10,103       10,103     10,103
- ------------------------------------------------------------------------------------------------------------------------------------
4400-150   TEMPORARY HELP                                                                                                           
- ------------------------------------------------------------------------------------------------------------------------------------
4500-100   LEGAL & ACCOUNTING               4,167      4,167       4,167       4,167       4,167       4,167        4,167      4,167
- ------------------------------------------------------------------------------------------------------------------------------------
4500-200   PROFESSIONAL SERVICES            1,666      1,666       1,666       1,667       1,667       1,667        1,667      1,667
- ------------------------------------------------------------------------------------------------------------------------------------
4500-500   INSURANCE SERVICES (2)             195        195         195         195         195         195          195        195
- ------------------------------------------------------------------------------------------------------------------------------------
5000-1000  SECURITY SERVICES (2)           30,000     30,000      30,000      30,000      30,000      30,000       30,000     30,000
- ------------------------------------------------------------------------------------------------------------------------------------
5000-200   MANAGMENT FEES (2)              26,611     26,611      30,903      26,681      26,681      30,972       27,119     27,119
- ------------------------------------------------------------------------------------------------------------------------------------
5000-300   TAXES-REAL ESTATE (1)          175,131                                                                 175,131           
- ------------------------------------------------------------------------------------------------------------------------------------
5100-100   ELECTRICITY & GAS (2)           18,000     18,000      18,000      18,000      18,000      18,000       18,000     18,000
- ------------------------------------------------------------------------------------------------------------------------------------
5100-300   WATER & SEWER                    2,500      2,500       2,500       2,500       2,500       2,500        2,500      2,500
- ------------------------------------------------------------------------------------------------------------------------------------
5200-100   EXTERMINATING (2)                  700        700         700         700         700         700          700        700
- ------------------------------------------------------------------------------------------------------------------------------------
5200-200   R&M GENERAL REC                                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
5200-201   R&M EXTERIOR (2)                 6,950      6,950       6,950       6,950       6,950       6,950        6,950      6,950
- ------------------------------------------------------------------------------------------------------------------------------------
5200-202   R&M INTERIOR (2)                 1,600      1,600       1,600       1,600       1,600       1,600        1,600      1,600
- ------------------------------------------------------------------------------------------------------------------------------------
5200-203   R&M PKG LOT (2)                    200        200         200         200         200         200          200        200
- ------------------------------------------------------------------------------------------------------------------------------------
5200-205   R&M A/C MAINT (2)                  300        300         300         300         300         300          300        300
- ------------------------------------------------------------------------------------------------------------------------------------
5200-210   R&M CONTRACT (2)                   100        100         100         100         100         100          100        100
- ------------------------------------------------------------------------------------------------------------------------------------
5200-212   R&M CONTRACT A/C MAINT (2)       1,000      1,000       1,000       1,000       1,000       1,000        1,000      1,000
- ------------------------------------------------------------------------------------------------------------------------------------
5200-213   R&M CONTRACT EXTERIOR (2)        5,800      5,800       5,800       5,800       5,800       5,800        5,800      5,800
- ------------------------------------------------------------------------------------------------------------------------------------
5200-214   R&M CONTRACT INTERIOR (2)          425        425         425         425         425         425          425        425
- ------------------------------------------------------------------------------------------------------------------------------------
5200-225   R&M ELECTRICAL (2)                 900        900         900         900         900         900          900        900
- ------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                              9/97     10/97       11/97       12/97       TOTAL        1996        (DECR)     %
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       ACTUAL              INC./DECR
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>         <C>       <C>         <C>          <C>        <C>            <C> 
INCOME:                                   
- ------------------------------------------------------------------------------------------------------------------------------------
                                          
- ------------------------------------------------------------------------------------------------------------------------------------
3000-010   RENT INCOME - MINIMUM             677,976   677,976     678,608     679,710    8,067,191   7,455,613    611,578       8% 
- ------------------------------------------------------------------------------------------------------------------------------------
3000-012   RENT INCOME OUTLETS                54,354    54,354      54,354      62,687      225,749           0    225,749          
- ------------------------------------------------------------------------------------------------------------------------------------
3000-020   RENT INCOME - OVERAGE             107,283                           214,568      536,417     141,658    394,759     279% 
- ------------------------------------------------------------------------------------------------------------------------------------
3100-014   EXP - TAXES   (1)                  29,188    29,188      29,188      29,188      350,256     229,292    120,964      53% 
- ------------------------------------------------------------------------------------------------------------------------------------
3100-016   EXP REC-MEDIA (1)                   8,619     8,619       8,619       8,619      103,428     101,888      1,540       2% 
- ------------------------------------------------------------------------------------------------------------------------------------
3100-019   EXP REC-MARKETING (1)              16,142    16,142      16,142      16,142      193,704     216,315    (22,611)    -10%
- ------------------------------------------------------------------------------------------------------------------------------------
3100-027   EXP REC-SPRINKLER                   4,375     4,375       4,375       4,375       52,500      52,755       (255)      0% 
- ------------------------------------------------------------------------------------------------------------------------------------
3100-040   EXP REC-CAM (2)                   156,844   156,844     156,844     156,844    1,882,128   1,279,173    602,955      47% 
- ------------------------------------------------------------------------------------------------------------------------------------
3500-100   INTEREST INCOME                                                                        0      39,384    (39,384)   -100% 
- ------------------------------------------------------------------------------------------------------------------------------------
3500-300   EXHIBITIONS                         8,900     8,900       8,900       8,900      106,800     106,711         89       0% 
- ------------------------------------------------------------------------------------------------------------------------------------
3500-900   MISCELLANEOUS INCOME                                                                   0       2,215     (2,215)   -100% 
- ------------------------------------------------------------------------------------------------------------------------------------
3999-999   PRIOR YR INCOME ADJUSTMENT                                                             0       4,567     (4,567)   -100% 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME                               1,063,681   956,398     957,030   1,181,033   11,518,173   9,629,571  1,888,602      20% 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
4000-100   ADVERTISING & PROMOTION (1)        11,980    24,980      46,980      34,980      273,760     218,643     55,117      25%
- ------------------------------------------------------------------------------------------------------------------------------------
4000-900   MISC. EXPENSE                                                                          0        (160)       160    -100%
- ------------------------------------------------------------------------------------------------------------------------------------
4000-999   BAD DEBT EXPENSE                                                    100,000      100,000                                
- ------------------------------------------------------------------------------------------------------------------------------------
4100-100   TRAVEL                                100       100         100         100        1,200       1,519       (319)    -21%
- ------------------------------------------------------------------------------------------------------------------------------------
4100-200   MEALS & ENTERAINMENT                                                                   0         100       (100)   -100%
- ------------------------------------------------------------------------------------------------------------------------------------
4200-200   COMPUTER EXPENSE - SOFTWARE                                                            0         620       (620)   -100%
- ------------------------------------------------------------------------------------------------------------------------------------
4200-300   COMPUTER EXPENSE - HARDWARE                                                            0         600       (300)   -100%
- ------------------------------------------------------------------------------------------------------------------------------------
4300-100   OFFICE EXPENSE - SUPPLIES             500       500         500         500        6,000       5,900        100       2%
- ------------------------------------------------------------------------------------------------------------------------------------
4300-200   POSATAGE & DELIVERY                   425       425         425         425        5,100       4,885        215       4%
- ------------------------------------------------------------------------------------------------------------------------------------
4300-300   REPRODUTION EXPENSE                   200       200         200         200        2,400       2,124        276      13%
- ------------------------------------------------------------------------------------------------------------------------------------
4300-500   TELEPHONE (2)                         750       750         750         750        9,000       8,845        155       2%
- ------------------------------------------------------------------------------------------------------------------------------------
4400-120   SALARIES MANAGEMENT (2)            10,103    10,103      10,103      10,103      121,236     119,863      1,373       1%
- ------------------------------------------------------------------------------------------------------------------------------------
4400-150   TEMPORARY HELP                                                                         0         377       (377)   -100%
- ------------------------------------------------------------------------------------------------------------------------------------
4500-100   LEGAL & ACCOUNTING                  4,166     4,166       4,167       4,166       50,000      92,500    (42,500)    -46%
- ------------------------------------------------------------------------------------------------------------------------------------
4500-200   PROFESSIONAL SERVICES               1,667     1,667       1,667       1,667       20,000      35,266    (15,266)    -43%
- ------------------------------------------------------------------------------------------------------------------------------------
4500-500   INSURANCE SERVICES (2)                195       195         195         195        2,340       2,210        130       6%
- ------------------------------------------------------------------------------------------------------------------------------------
5000-1000  SECURITY SERVICES (2)              30,000    30,000      30,000      30,000      360,000     299,363     60,637      20%
- ------------------------------------------------------------------------------------------------------------------------------------
5000-200   MANAGMENT FEES (2)                 33,584    29,293      29,318      38,287      353,179     195,802    157,377      80%
- ------------------------------------------------------------------------------------------------------------------------------------
5000-300   TAXES-REAL ESTATE (1)                                                            350,262     348,667      1,595       0%
- ------------------------------------------------------------------------------------------------------------------------------------
5100-100   ELECTRICITY & GAS (2)              18,000    18,000      18,000      18,000      216,000     216,200       (200)      0%
- ------------------------------------------------------------------------------------------------------------------------------------
5100-300   WATER & SEWER                       2,500     2,500       2,500       2,500       30,000      21,600      8,400      39%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-100   EXTERMINATING (2)                     700       700         700         700        8,400       5,665      2,735      48%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-200   R&M GENERAL REC                                                                        0       9,155     (9,155)   -100%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-201   R&M EXTERIOR (2)                    6,950     6,950       6,950       6,950       83,400       6,430     76,970    1197%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-202   R&M INTERIOR (2)                    1,600     1,600       1,600       1,600       19,200      18,980        220       1%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-203   R&M PKG LOT (2)                       200       200         200         200        2,400       1,388      1,012      73%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-205   R&M A/C MAINT (2)                     300       300         300         300        3,600       3,360        240       7%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-210   R&M CONTRACT (2)                      100       100         100         100        1,200         670        530      79%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-212   R&M CONTRACT A/C MAINT (2)          1,000     1,000       1,000       1,000       12,000       2,910      9,090     312%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-213   R&M CONTRACT EXTERIOR (2)           5,800     5,800       5,800       5,800       69,600      65,440      4,160       6%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-214   R&M CONTRACT INTERIOR (2)             425       425         425         425        5,100       4,800        300       6%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-225   R&M ELECTRICAL (2)                    900       900         900         900       10,800      10,716         84       1%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                       BIG BEAVER 1997 BUDGET
- ------------------------------------------------------------------------------------------------------------------------------------
                                            1/97      2/97        3/97        4/97        5/97        6/97         7/97       8/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>         <C>         <C>         <C>         <C>          <C>        <C>    
5200-230   RUBBISH REMOVAL (2)              3,450      3,450       3,450       3,450       3,450       3,450        3,450      3,450
- ------------------------------------------------------------------------------------------------------------------------------------
5200-240   SUPPLIES                                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------------
5200-241   SUPPLIES EXTERIOR (2)              200        200         200         200         200         200          200        200
- ------------------------------------------------------------------------------------------------------------------------------------
5200-242   SUPPLIES INTERIOR (2)            3,500      3,500       3,500       3,500       3,500       3,500        3,500      3,500
- ------------------------------------------------------------------------------------------------------------------------------------
5200-245   JANITORIAL (2)                  24,166     24,166      24,166      24,166      24,166      24,166       24,166     24,166
- ------------------------------------------------------------------------------------------------------------------------------------
5200-250   R&M FOOD COURT (2)               1,000      1,000       1,000       1,000       1,000       1,000        1,000      1,000
- ------------------------------------------------------------------------------------------------------------------------------------
5200-260   FIRE PROTECTION (2)                100        100         100         100         100         100          100        100
- ------------------------------------------------------------------------------------------------------------------------------------
5210-100   R&M GENERAL (NON) (2)            1,000      1,000       1,000       1,000       1,000       1,000        1,000      1,000
- ------------------------------------------------------------------------------------------------------------------------------------
5300-110   INSURANCE-PROPERTY (2)                                                                                                   
- ------------------------------------------------------------------------------------------------------------------------------------
5300-120   INSURANCE-G/L (2)                                                                                                        
- ------------------------------------------------------------------------------------------------------------------------------------
5300-130   INSURANCE UMBRELLA LIAB (2)                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
5300-140   INSURANCE CRIME                                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------------
5300-150   INSURANCE XCESS WINDSTORM (2)                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
5300-200   TAXES PERSONAL PROPERTY (2)                                                     1,600                                    
- ------------------------------------------------------------------------------------------------------------------------------------
5300-900   TAXES OTHER (2)                                                    19,707                                                
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                            335,719    160,588     166,880     182,366     169,259     184,950      342,228    167,097
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE]                               553,633    728,764     829,755     708,741     721,848     813,440      559,816    734,947
- ------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                              9/97     10/97       11/97       12/97       TOTAL        1996        (DECR)     %
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       ACTUAL              INC./DECR
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>         <C>       <C>         <C>          <C>        <C>            <C> 
5200-230   RUBBISH REMOVAL (2)              3,450      3,450       3,450       3,450      41,400      41,246          154         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-240   SUPPLIES                                                                            0       2,610       (2,610)     -100%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-241   SUPPLIES EXTERIOR (2)              200        200         200         200       2,400       1,000        1,400       140%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-242   SUPPLIES INTERIOR (2)            3,500      3,500       3,500       3,500      42,000      38,478        3,522         9%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-245   JANITORIAL (2)                  24,166     24,166      24,166      24,166     289,992     289,000          992         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-250   R&M FOOD COURT (2)               1,000      1,000       1,000       1,000      12,000       9,069        2,931        32%
- ------------------------------------------------------------------------------------------------------------------------------------
5200-260   FIRE PROTECTION (2)                100        100         100         100       1,200         935          265        28%
- ------------------------------------------------------------------------------------------------------------------------------------
5210-100   R&M GENERAL (NON) (2)            1,000      1,000       1,000       1,000      12,000      11,105          895         8%
- ------------------------------------------------------------------------------------------------------------------------------------
5300-110   INSURANCE-PROPERTY (2)                                 30,076                  30,076      30,076            0         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5300-120   INSURANCE-G/L (2)                                      73,427                  73,427      73,427            0         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5300-130   INSURANCE UMBRELLA LIAB (2)                            12,662                  12,662      12,662            0         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5300-140   INSURANCE CRIME                                                                     0           0            0         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5300-150   INSURANCE XCESS WINDSTORM (2)                          24,265                  24,265      24,265            0         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5300-200   TAXES PERSONAL PROPERTY (2)                                                     1,600       1,600            0         0%
- ------------------------------------------------------------------------------------------------------------------------------------
5300-900   TAXES OTHER (2)                                                                19,107      19,107            0         0%
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                            165,561    174,270     336,725     293,263   2,678,906   2,259,318      319,588        14%
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE]                               898,120    782,128     620,305     887,770   8,839,267   7,370,253    1,569,014        21%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ILLEGIBLE] taxes, media, marketing
[ILLEGIBLE] cam reimbursable
[ILLEGIBLE] mgt fee expense = minimum rent, outlots, and overage x 4%

APPROVED TO ENTER INTO SYSTEM---------------
[ILLEGIBLE]


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Start Date: 01/09/97                             Manley-Berenson Associates, Inc.                                     Page:    1
                                                        Detail Rent Roll                                              Date: 01/09/97
                                                     MONTEHIEDRA TOWN CENTER                                          Time: 10:26:34

- ------------------------------------------------------------------------------------------------------------------------------------
                                        Occupancy      Rent Dates         Square   Monthly      Annual     Monthly     Expense      
            Tenant Name                  Status     Start     Expire     Footage  Base Rent    Rate/SF  Cost Recovery   Stop        
- ------------------------------------------------------------------------------------------------------------------------------------

<S>         <C>                         <C>        <C>        <C>        <C>      <C>           <C>        <C>          <C>         
0061-61010  KMART #4844                 0 ACTIVE   10/03/94   10/31/19   135,385  121,282.42    10.75          0.00     0.00        
0061-61020  ME SALVE                    0 ACTIVE   12/01/94   11/30/04     4,968    6,210.00    15.00      3,042.83     0.00        
0061-61030  THE HORSE LOVERS' SHOP      0 ACTIVE   11/01/96   08/31/03       800    2,000.00    30.00        577.35     0.00        
                                                                                                                                    
0061-61031  XPLOSIF                     0 ACTIVE   12/15/96   12/31/06     3,419    4,273.75    15.00      2,133.52     0.00        
0061-61040  LA DEFENSA                  0 ACTIVE   11/15/95   10/31/05     2,394    4,389.00    22.00      1,978.66     0.00        
0061-61050  ATHLETIC XPRESS             0 ACTIVE   11/17/96   11/30/06     3,294    6,862.50    25.00      2,720.30     0.00        
0061-61070  LA GRAN VIA                 0 ACTIVE   05/01/95   05/31/05     4,360    9,083.33    25.00      3,605.30     0.00        
0061-61080  KIDZ WORLD                  0 ACTIVE   04/24/95   04/30/05     2,094    4,015.50    23.00      1,730.54     0.00        
0061-61090  RECUERDOS                   0 ACTIVE   03/01/95   11/30/04     2,215    3,691.67    20.00      1,831.06     0.00        
                                                                                                                                    
0061-61100  ALMACENES GONZALEZ          0 ACTIVE   02/01/96   01/31/06     2,861    5,960.42    25.00      2,210.11     0.00        
0061-61110  MAMBO                       0 ACTIVE   01/01/95   12/31/04     1,500    2,875.00    23.00      1,239.38     0.00        
0061-61120  5-7-9 #162                  0 ACTIVE   12/06/94   12/31/06     1,554    3,237.50    25.00        890.30     0.00        
0061-61130  THE PRO IMAGE               0 ACTIVE   05/12/95   05/31/05     1,461    3,652.50    30.00      1,207.60     0.00        
0061-61140  THE ELECTRONICS BOUTIQUE    0 ACTIVE   04/01/95   05/31/05     1,461    3,043.75    25.00      1,085.85     0.00        
0061-61150  GIRALDA                     0 ACTIVE   12/17/94   11/30/09    14,615   18,422.50    15.13      7,816.91     0.00        
                                                                                                                                    
0061-61180  THOM MCAN FOOTWEAR          0 ACTIVE   07/01/95   06/30/05     2,978    4,963.33    20.00      2,326.48     0.00        
0061-61190  SPEC'S MUSIC                0 ACTIVE   03/01/95   02/28/05     3,410    8,525.00    30.00      2,799.33     0.00        
0061-61200  CLAIRE'S BOUTIQUE           0 ACTIVE   12/01/94   11/30/04       940    2,916.67    37.23        777.27     0.00        
0061-61210  NOVUS                       0 ACTIVE   01/01/95   11/30/04     2,995    4,742.08    19.00      1,983.88     0.00        
                                                                                                                                    
0061-61220  BAKERS #2696                0 ACTIVE   12/01/94   11/30/06     2,588    4,960.33    23.00      1,483.25     0.00        
0061-61230  GENERAL NUTRITION CEN       0 ACTIVE   03/01/95   02/28/05     1,730    3,964.58    27.50      1,264.32     0.00        
                                                                                                                                    


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    Monthly                         Future Rent Increases                           
            Tenant Name                           Other Income      Cal       Date                Monthly Amt.             Per SF   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>     <C>                    <C>                     <C>      
0061-61010  KMART #4844                               0.00                                                                        
0061-61020  ME SALVE                                  0.00          010     12/01/97                    0.00                0.00    
0061-61030  THE HORSE LOVERS' SHOP                    0.00          010     09/01/98                2,200.00               33.00    
                                                                    010     09/01/01                2,466.67               37.00    
0061-61031  XPLOSIF                                   0.00          010     01/01/01                5,128.50               18.00    
0061-61040  LA DEFENSA                                0.00          010     11/01/00                4,788.00               24.00    
0061-61050  ATHLETIC XPRESS                           0.00                                                                        
0061-61070  LA GRAN VIA                               0.00          010     05/01/00               10,900.00               30.00    
0061-61080  KIDZ WORLD                                0.00          010     05/01/00                5,235.00               30.00    
0061-61090  RECUERDOS                                 0.00          010     03/01/98                4,060.83               22.00    
                                                                            03/01/01                4,430.00               24.00    
0061-61100  ALMACENES GONZALEZ                        0.00          010     02/01/00                7,152.50               30.00    
0061-61110  MAMBO                                     0.00          010     01/01/00                3,125.00               25.00    
0061-61120  5-7-9 #162                                0.00                                                                        
0061-61130  THE PRO IMAGE                             0.00          010     06/01/00                4,261.25               35.00    
0061-61140  THE ELECTRONICS BOUTIQUE                  0.00          010     04/01/00                3,652.50               30.00    
0061-61150  GIRALDA                                   0.00          010     01/01/00               19,651.50               16.14    
                                                                            01/01/05               20,878.83               17.14    
0061-61180  THOM MCAN FOOTWEAR                        0.00                                                                        
0061-61190  SPEC'S MUSIC                              0.00          010     03/01/00                9,945.83               35.00    
0061-61200  CLAIRE'S BOUTIQUE                         0.00                                                                        
0061-61210  NOVUS                                     0.00          010     12/01/97                5,241.25               21.00    
                                                                    010     12/01/01                5,740.42               23.00    
0061-61220  BAKERS #2696                              0.00                                                                        
0061-61230  GENERAL NUTRITION CEN                     0.00          010     03/01/98                4,325.00               30.00    
                                                                    010     03/01/02                4,685.42               32.50    
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Start Date: 01/09/97                             Manley-Berenson Associates, Inc.                                     Page:    2
                                                        Detail Rent Roll                                              Date: 01/09/97
                                                     MONTEHIEDRA TOWN CENTER                                          Time: 10:28:14

- ------------------------------------------------------------------------------------------------------------------------------------
                                        Occupancy      Rent Dates         Square   Monthly      Annual     Monthly     Expense      
            Tenant Name                  Status     Start     Expire     Footage  Base Rent    Rate/SF  Cost Recovery   Stop        
- ------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                         <C>        <C>        <C>        <C>      <C>           <C>        <C>          <C>         
0061-61240  MADELENE BOUTIQUE           0 ACTIVE   11/01/95   10/31/05     1,780    3,586.67    26.00      1,285.47     0.00        
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
0061-61250  THE BOOK SHOP               0 ACTIVE   05/01/96   04/30/04     1,716    2,750.00    19.23      1,003.86     0.00        
0061-61260  KRESS & KRESS KIDS          0 ACTIVE   04/01/95   03/31/05     6,331    7,913.75    15.00      3,666.66     0.00        
0061-61270  DONATO                      0 ACTIVE   12/01/94   11/30/04     4,309    7,181.67    20.00      3,022.97     0.00        
0061-61280  PAYLESS SHOESOURCE #4       0 ACTIVE   12/01/94   11/30/04     4,363    7,630.00    20.99      2,665.90     0.00        
0061-61290  CASA FEBUS                  0 ACTIVE   04/26/95   04/30/05     4,360    8,720.00    24.00      2,967.46     0.00        
0061-61300  PUERTOS ESCONDIDOS          0 ACTIVE   12/22/94   12/31/04     1,738    3,186.33    22.00      1,436.17     0.00        
0061-61310  PEARLE VISION               0 ACTIVE   12/14/94   12/31/04     1,905    3,968.75    25.00      1,563.91     0.00        
0061-61320  CALZADOS PIMPOLIN           0 ACTIVE   05/01/95   01/31/05     1,200    2,500.00    25.00        792.25     0.00        
0061-61330  PARTY LAND                  0 ACTIVE   10/16/95   10/31/05     4,029    6,379.25    19.00      2,910.59     0.00        
                                                                                                                                    
0061-61350  ONE PRICE CLOTHING #7       0 ACTIVE   11/01/94   01/31/05     4,360    7,266.67    20.00      2,620.75     0.00        
0061-61351  ATHLETIC ATTIC              0 ACTIVE   03/01/95   02/28/05     2,042    3,743.67    22.00      1,432.28     0.00        
0061-61360  CASA DE LOS TAPES           0 ACTIVE   04/24/95   04/30/05     3,126    7,815.00    30.00      1,997.75     0.00        
0061-61370  MARSHALLS                   0 ACTIVE   12/01/94   01/31/10    29,776   28,535.33    11.50      4,833.68     0.00        
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
0061-61375  DISCOVERY ZONE #905         0 ACTIVE   02/03/95   02/28/03    10,000   16,666.67    20.00      2,395.67     0.00        
                                                                                                                                    
0061-61380  CARIBBEAN THEATRES          0 ACTIVE   05/01/96   04/30/21    50,000   29,166.67     7.00      6,356.83     0.00        
                                                                                                                                    
                                                                                                                                    
0061-61390  BUILDERS SQUARE #1004       0 ACTIVE   08/28/94   08/31/19   110,241  105,074.92    11.44          0.00     0.00        
0061-61400  TIME-OUT #10019             0 ACTIVE   02/01/95   01/31/07     2,082    3,470.00    20.00      1,193.08     0.00        
0061-61420  DELICIAS                    0 ACTIVE   02/01/95   01/31/05       777    1,942.50    30.00        561.09     0.00        


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    Monthly                         Future Rent Increases                           
            Tenant Name                           Other Income      Cal       Date                Monthly Amt.             Per SF   
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>     <C>                    <C>                     <C>      
0061-61240  MADELENE BOUTIQUE                         0.00          010     11/01/97                4,153.33               28.00   
                                                                            11/01/99                4,450.00               30.00   
                                                                            11/01/01                4,746.67               32.00   
                                                                            11/01/03                5,043.33               34.00   
0061-61250  THE BOOK SHOP                             0.00          010     05/01/00                    0.00                0.00   
0061-61260  KRESS & KRESS KIDS                        0.00          010     04/01/00                8,968.92               17.00   
0061-61270  DONATO                                    0.00          010     12/01/99                7,899.83               22.00   
0061-61280  PAYLESS SHOESOURCE #4                     0.00          010                                                            
0061-61290  CASA FEBUS                                0.00          010     05/01/00                9,446.67               26.00   
0061-61300  PUERTOS ESCONDIDOS                        0.00          010                                                            
0061-61310  PEARLE VISION                             0.00          010                                                            
0061-61320  CALZADOS PIMPOLIN                         0.00          010     05/01/00                3,000.00               30.00   
0061-61330  PARTY LAND                                0.00          010     11/01/97                6,715.00               20.00   
                                                                            11/01/00                    0.00                0.00   
0061-61350  ONE PRICE CLOTHING #7                     0.00          010     12/01/05                9,446.67               26.00   
0061-61351  ATHLETIC ATTIC                            0.00          010     03/01/08                3,913.83               23.00   
0061-61360  CASA DE LOS TAPES                         0.00          010     05/01/00                9,117.50               35.00   
0061-61370  MARSHALLS                                 0.00          010     11/01/98               31,016.67               12.50   
                                                                            11/01/01               33,498.00               13.50   
                                                                            11/01/04               34,738.67               14.00   
                                                                            02/01/10               37,220.00               15.00   
                                                                            02/01/15               39,701.33               16.00   
                                                                            02/01/20               42,182.67               17.00   
0061-61375  DISCOVERY ZONE #905                       0.00          010     03/01/05               18,333.33               22.00   
                                                                            03/01/10               20,166.67               24.20   
0061-61380  CARIBBEAN THEATRES                        0.00          010     05/01/06               33,541.67                8.05   
                                                                            05/01/16               37,916.67                9.10   
                                                                            05/01/21               42,291.67               10.15   
0061-61390  BUILDERS SQUARE #1004                     0.00          010                                                            
0061-61400  TIME-OUT #10019                           0.00          010                                                            
0061-61420  DELICIAS                                  0.00          010                                                            
</TABLE>





<PAGE>



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 3
                                                    Detail Rent Roll Date                                             Date: 01/09/97
                                               MONTEHIEDRA TOWN CENTER Time                                           Time: 10:29:33
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>            <C>            <C>           <C>  
061-61450 SBARRRO                                  0 ACTIVE       01/24/95       01/31/05         700          3,500.00       60.00
061-61460 EL SANDWICHON                            0 ACTIVE       03/01/95       02/28/05         360          1,860.00       62.00
061-61470 FLAMERS CHARBROILED H                    0 ACTIVE       01/01/95       12/31/05         461          2,305.00       60.00
061-61480 TACO MAKER                               0 ACTIVE       01/01/95       12/31/04         530          2,650.00       60.00
061-61490 LA PARRILLA ARGENTINA                    0 ACTIVE       04/01/96       03/31/06         370          3,083.33      100.00
061-61500 CHOPSTICKS                               0 ACTIVE       08/01/95       07/31/05         651          3,797.50       70.00
061-61510 COUNTRY PIT                              0 ACTIVE       02/01/95       01/31/05         651          3,255.00       60.00
061-61520 KFC                                      0 ACTIVE       02/01/95       01/31/05         768          3,840.00       60.00
061-61530 GALLERIA GIRASOL                         0 ACTIVE       05/12/95       05/31/05         757          2,838.75       45.00
061-61550 VICTORIAN ROOM                           0 ACTIVE       09/15/95       09/30/05         709          1,477.08       25.00
061-61560 J. RIGGINS #479                          0 ACTIVE       12/01/94       11/30/06       2,501          4,793.58       23.00
061-61580 OAK TREE #10066                          0 ACTIVE       12/01/94       11/30/06       2,086          3,998.17       23.00
061-61595 CLICK                                    0 ACTIVE       09/01/06       08/31/06       2,180          3,633.33       20.00
061-61600 FOOTACTION #359                          0 ACTIVE       11/24/95       11/30/05       4,966          8,276.67       20.00
061-61610 POSTAL ZONE                              0 ACTIVE       10/01/96       07/31/04       1,080          2,070.00       23.00


061-61612 CROSSWAY BEAUTY SPA                      0 ACTIVE       08/01/96       06/30/02         495          1,443.75       35.00
061-61615 MONTEHIEDRA CRUISES &                    0 ACTIVE       11/15/96       11/30/02         585          1,218.75       25.00

061-61620 IN DETAIL                                0 ACTIVE       05/01/96       04/30/06         990          2,062.50       25.00
061-61621 LORD JIM LEATHER                         0 ACTIVE       03/08/96       12/31/01         800          1,866.67       28.00
061-61631 HILL MONOGRAMS                           0 ACTIVE       01/01/96       12/31/06         751          1,877.50       30.00
061-61640 BRILLANTIF JOYEROS                       0 ACTIVE       12/01/94       11/30/04         800          2,333.33       35.00
061-61650 PRECIOSA                                 0 ACTIVE       12/11/94       12/31/04       1,602          4,672.50       35.00
061-61660 CINE FOTO                                0 ACTIVE       07/01/95       11/30/04       1,000          2,083.33       25.00
061-61670 CROSSWAY FAMILY HAIR                     0 ACTIVE       05/05/95       05/30/05       1,430          3,575.00       30.00


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
061-61450 SBARRRO                                      4,088.96     0.00     0.00
061-61460 EL SANDWICHON                                2,132.97     0.00     0.00        010   03/01/00      1,950.00     65.00
061-61470 FLAMERS CHARBROILED H                        2,692.52     0.00     0.00                                         
061-61480 TACO MAKER                                   3,133.47     0.00     0.00        010   01/01/00      2,870.83     65.00
061-61490 LA PARRILLA ARGENTINA                        1,227.17     0.00     0.00                                         
061-61500 CHOPSTICKS                                   3,802.29     0.00     0.00                                         
061-61510 COUNTRY PIT                                  3,809.53     0.00     0.00                                         
061-61520 KFC                                          4,544.17     0.00     0.00                                         
061-61530 GALLERIA GIRASOL                               625.47     0.00     0.00                                         
061-61550 VICTORIAN ROOM                                 385.77     0.00     0.00        010   10/01/00      1,772.50     30.00
061-61560 J. RIGGINS #479                              1,433.78     0.00     0.00                                         
061-61580 OAK TREE #10066                              1,195.37     0.00     0.00                                         
061-61595 CLICK                                        1,364.32     0.00     0.00        010   09/01/01      3,996.67     22.00 
061-61600 FOOTACTION #359                              3,906.84     0.00     0.00                                         
061-61610 POSTAL ZONE                                    779.40     0.00     0.00        010   08/01/98      2,250.00     25.00
                                                                                         010   08/01/00      2,430.00     27.00
                                                                                         010   08/01/02      2,700.00     30.00

061-61612 CROSSWAY BEAUTY SPA                            357.23     0.00     0.00        010   07/01/99      1,650.00     40.00
061-61615 MONTEHIEDRA CRUISES &                          422.18     0.00     0.00        010   12/01/98      1,316.25     27.00
                                                                                         010   12/01/00      1,462.50     30.00
061-61620 IN DETAIL                                      817.58     0.00     0.00                                         
061-61621 LORD JIM LEATHER                               501.34     0.00     0.00        010   01/01/99      2,000.00     30.00
061-61631 HILL MONOGRAMS                                 501.92     0.00     0.00        010   01/01/01      2,190.42     35.00
061-61640 BRILLANTIF JOYEROS                             661.50     0.00     0.00                                         
061-61650 PRECIOSA                                     1,314.63     0.00     0.00                                         
061-61660 CINE FOTO                                      764.36     0.00     0.00        010   12/01/99      3,750.00     45.00
061-61670 CROSSWAY FAMILY HAIR                         1,181.49     0.00     0.00        010   06/01/00      4,170.83     35.00
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 4
                                                         Detail Rent Roll                                             Date: 01/09/97
                                                      MONTEHIEDRA TOWN CENTER                                         Time: 10:31:01
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>            <C>           <C>  
0061-61680 BANCO SANTANDER                         0 ACTIVE       02/01/96      01/31/06        1,553          3,882.50      30.00  
                                                                                                                                    
0061-61690 MARIANNE #3782                          0 ACTIVE       12/01/94      01/31/05       10,481         12,227.84      14.00  
0061-61710 INFINITO                                0 ACTIVE       12/01/94      11/30/04        4,360          6,176.67      17.00  
0061-61720 KAY BEE TOYS                            0 ACTIVE       07/01/95      06/30/05        4,317          6,475.50      18.00  
0061-61730 WILD PAIR #5696                         0 ACTIVE       12/07/94      12/31/06        1,383          2,881.25      25.00  
0061-61740 KINDER MODE                             0 ACTIVE       12/19/94      12/31/04        1,573          3,277.08      25.00  
                                                                                                                                    
0061-61750 EYE CENTER                              0 ACTIVE       03/01/95      02/28/05        1,596          3,325.00      25.00  
                                                                                                                                    
0061-61760 JW #80914                               0 ACTIVE       12/01/94      11/30/06        1,383          2,881.25      25.00  
0061-61770 PATRICIA                                0 ACTIVE       05/07/96      05/31/04        2,025          4,387.50      26.00  
0061-61780 ATICO ANTIQUES & FINE                   0 ACTIVE       12/01/96      11/30/06        2,343          3,514.50      18.00  
                                                                                                                                    
061-61790  REQUEST JEANS                           0 ACTIVE       03/01/95      02/28/05        2,212          3,686.67      20.00  
061-61800  STEPHANIE ADDLER                        0 ACTIVE       05/06/95      05/31/05        2,094          3,664.50      21.00  
061-61810  BOSTONIAN                               0 ACTIVE       03/01/95      02/28/05        1,335          2,447.50      22.00  
                                                                                                                                    
                                                                                              
061-61820  KITTYLAND                               0 ACTIVE       05/01/95      05/31/05          990          2,887.50      35.00  
061-61830  PETLAND                                 0 ACTIVE       08/01/96      06/30/06        2,904          4,820.00      19.92  
061-61840  IMPERIAL BEAUTY SUPPL                   0 ACTIVE       05/01/95      01/31/05        1,628          4,748.33      35.00  
061-61850  LE CLUB                                 0 ACTIVE       04/01/96      03/31/06        4,005          7,676.25      23.00  
                                                                                                                                    
0061-61860 SALON DE ORO-BARED                      0 ACTIVE       12/16/94      12/31/04          902          3,006.67      40.00  
0061-61880 EKENIRIX                                0 ACTIVE       12/01/94      11/30/04          678          2,260.00      40.00  
0061-61890 GODDESS                                 0 ACTIVE       11/24/95      11/30/02          180          2,000.00     133.33  

0061-61900 MR. PRETZELS                            0 ACTIVE       01/01/95      12/31/99           90          1,000.00     133.33  
0061-61910 ROORICAST                               0 ACTIVE       12/01/95      11/30/00           90          1,200.00     160.00  
                                                                                              


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
0061-61680 BANCO SANTANDER                               908.51     0.00     0.00        010   02/01/00      4,529.58      35.00    
                                                                                               02/01/03      5,176.67      40.00    
0061-61690 MARIANNE #3782                              5,927.69     0.00     0.00                                                   
0061-61710 INFINITO                                    2,731.30     0.00     0.00        010   12/01/99      6,903.33      19.00    
0061-61720 KAY BEE TOYS                                3,053.11     0.00     0.00        010   07/01/08      7,354.75      21.00    
0061-61730 WILD PAIR #5696                               792.66     0.00     0.00                                                   
0061-61740 KINDER MODE                                 1,103.67     0.00     0.00        010   01/01/00      3,408.17      26.00    
                                                                                         010   01/01/02      3,539.25      27.00    
0061-61750 EYE CENTER                                  1,318.76     0.00     0.00        010   12/01/97      3,408.17      26.00    
                                                                                         010   12/01/98      3,990.00      30.00    
0061-61760 JW #80914                                     792.66     0.00     0.00                                                   
0061-61770 PATRICIA                                    1,461.37     0.00     0.00        010   06/01/00      4,725.00      28.00    
0061-61780 ATICO ANTIQUES & FINE                       1,759.69     0.00     0.00        010   12/01/98      4,100.25      21.00    
                                                                                         010   12/01/02      4,686.00      24.00    
061-61790  REQUEST JEANS                               1,828.11     0.00     0.00                                                   
061-61800  STEPHANIE ADDLER                            1,556.04     0.00     0.00        010   06/01/00      4,013.50      23.00    
061-61810  BOSTONIAN                                   1,112.52     0.00     0.00        010   03/01/98      2,670.00      24.00    
                                                                                         010   03/01/01      2,892.50      26.00    
                                                                                                                                    
061-61820  KITTYLAND                                     818.60     0.00     0.00                                                   
061-61830  PETLAND                                     2,153.72     0.00     0.00        010   07/01/01      5,302.00      21.91    
061-61840  IMPERIAL BEAUTY SUPPL                       1,345.21     0.00     0.00                                                   
061-61850  LE CLUB                                     2,973.72     0.00     0.00        010                                        
                                                                                         010   04/01/01      8,343.75      25.00    
0061-61860 SALON DE ORO-BARED                            745.84     0.00     0.00                                                   
0061-61880 EKENIRIX                                      560.63     0.00     0.00                                                   
0061-61890 GODDESS                                       100.00     0.00     0.00        010   12/01/97      2,333.33     155.56    
                                                                                         010   12/01/99      2,500.00     166.67
0061-61900 MR. PRETZELS                                  300.00     0.00     0.00                                                   
0061-61910 ROORICAST                                     300.00     0.00     0.00                          
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 5
                                                          Detail Rent Roll                                            Date: 01/09/97
                                                       MONTEHIEDRA TOWN CENTER                                        Time: 10:32:23
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>            <C>           <C>  
0061-61920 PIERCING PAGODA                         0 ACTIVE       03/01/95      02/28/00       180            2,000.00      133.33  
0061-61930 GAFAS Y GAFAS                           0 ACTIVE       12/16/94      12/31/99       180            2,000.00      133.33  
0061-61950 VALIJA GATANA                           0 ACTIVE       01/15/96      01/31/01       180            2,450.00      163.33  
0061-61960 BEEPERS CONNECTION                      0 ACTIVE       03/11/95      03/31/00        90            1,000.00      133.33  
0061-61970 SUNGLASS HUT                            0 ACTIVE       12/15/94      12/31/04       180            2,000.00      133.33  
0061-61980 GOODIES                                 0 ACTIVE       01/01/95      12/31/99       180            2,000.00      133.33  
0061-61990 HOWARD JOHNSON'S ICE                    0 ACTIVE       07/17/95      07/31/05       180            2,500.00      166.67  
- ------------------------------------------------------------------------------------------------------------------------------------
Totals                                                            Occupied Sqft:    100%   517,672          661,725.93
                                                                 Available Sqft:      0%         0
                                                                     Total Sqft:           517,672
- ------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
0061-61920 PIERCING PAGODA                             113.25       0.00     0.00                                                 
0061-61930 GAFAS Y GAFAS                               200.00       0.00     0.00                                                 
0061-61950 VALIJA GATANA                               150.00       0.00     0.00                                                 
0061-61960 BEEPERS CONNECTION                          300.00       0.00     0.00                                                 
0061-61970 SUNGLASS HUT                                195.00       0.00     0.00                                                 
0061-61980 GOODIES                                     300.00       0.00     0.00                                                 
0061-61990 HOWARD JOHNSON'S ICE                        195.00       0.00     0.00        010   08/01/99      3,000.00     200.00  
- ------------------------------------------------------------------------------------------------------------------------------------
Totals                                             162,329.73                0.00
- ------------------------------------------------------------------------------------------------------------------------------------


</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 1
                                                         Detail Rent Roll                                             Date: 01/09/97
                                                      MONTEHIEDRA TOWN CENTER                                         Time: 10:26:34
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>            <C>           <C>  
0061-61010 KMART #4844                             0 ACTIVE       10/03/94      10/31/19       135,385        121,282.42    10.75   
0061-61020 ME SALVE                                0 ACTIVE       12/01/94      11/30/04         4,968          6,210.00    15.00   
0061-61030 THE HORSE LOVERS' SHO                   0 ACTIVE       11/01/96      08/31/03           800          2,000.00    30.00   

0061-61831 XPLOSIF                                 0 ACTIVE       12/15/96      12/31/06         3,419          4,273.75    15.00   
0061-61040 LA DEFENSA                              0 ACTIVE       11/15/95      10/31/05         2,394          4,389.00    22.00   
0061-61050 ATHLETIC XPRESS                         0 ACTIVE       11/17/96      11/30/06         3,294          6,862.50    25.00   
0061-61070 LA GRAN VIA                             0 ACTIVE       05/01/95      05/31/05         4,360          9,083.33    25.00   
0061-61080 KIDZ WORLD                              0 ACTIVE       04/24/95      04/30/05         2,094          4,013.50    23.00   
0061-61090 REQUERDOS                               0 ACTIVE       03/01/95      11/03/04         2,215          3,691.67    20.00   
                                                                                                                                    
0061-61100 ALMACENES GONZALEZ                      0 ACTIVE       02/01/96      01/31/06         2,861          5,960.42    25.00   
0061-61118 MAMBO                                   0 ACTIVE       01/01/95      12/31/04         1,500          2,875.00    23.00   
0061-61120 5-7-9 #162                              0 ACTIVE       12/06/94      12/31/06         1,554          3,237.50    25.00   
0061-61130 THE PRO IMAGE                           0 ACTIVE       05/12/95      05/31/05         1,461          3,652.50    30.00   
0061-61140 THE ELECTRONICS BOUTI                   0 ACTIVE       04/01/95      05/31/05         1,461          3,043.75    25.00   
0061-61150 GIRALDA                                 0 ACTIVE       12/17/94      11/30/09        14,615         18,422.50    15.13   
                                                                                                                                    
0061-61180 THOM MCAN FOOTWEAR                      0 ACTIVE       07/01/95      06/30/05         2,978          4,963.33    20.00   
0061-61190 SPEC'S MUSIC                            0 ACTIVE       03/01/95      02/28/05         3,410          8,525.00    30.00   
0061-61208 CLAIRE'S BOUTIQUE #62                   0 ACTIVE       12/01/94      11/30/04           940          2,916.67    37.23   
0061-61210 NOYUS                                   0 ACTIVE       01/01/95      11/30/04         2,995          4,742.08    19.00   
                                                                                                                                    
0061-61220 BAKERS #2696                            0 ACTIVE       12/01/94      11/30/06         2,588          4,960.33    23.00   
0061-61230 GENERAL NUTRITION CEN                   0 ACTIVE       03/01/95      02/28/85         1,730          3,964.58    27.50   


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
0061-61010 KMART #4844                                     0.00     0.00     0.00                                              
0061-61020 ME SALVE                                    3,042.83     0.00     0.00        010   12/01/97           0.00     0.00
0061-61030 THE HORSE LOVERS' SHO                         577.35     0.00     0.00        010   09/01/98       2,200.00    33.00
                                                                                         010   09/01/01       2,466.67    37.00
0061-61831 XPLOSIF                                     2,133.52     0.00     0.00        010   01/01/01       5,128.50    18.00
0061-61040 LA DEFENSA                                  1,978.66     0.00     0.00        010   11/01/00       4,768.00    24.00
0061-61050 ATHLETIC XPRESS                             2,720.30     0.00     0.00                                              
0061-61070 LA GRAN VIA                                 3,603.30     0.00     0.00        010   05/01/00      10,900.00    30.00
0061-61080 KIDZ WORLD                                  1,730.54     0.00     0.00        010   05/01/00       5,235.08    30.00
0061-61090 REQUERDOS                                   1,831.06     0.00     0.00        010   03/01/98       4,060.83    22.00
                                                                                         010   03/01/01       4,430.00    24.00
0061-61100 ALMACENES GONZALEZ                          2,210.11     0.00     0.00        010   02/01/00       7,152.50    30.00
0061-61118 MAMBO                                       1,239.38     0.00     0.00        010   01/01/00       3,125.00    25.00
0061-61120 5-7-9 #162                                    890.30     0.00     0.00                                              
0061-61130 THE PRO IMAGE                               1,207.60     0.00     0.00        010   06/01/00       4,261.00    35.00
0061-61140 THE ELECTRONICS BOUTI                       1,085.85     0.00     0.00        010   04/01/00       3,652.50    30.00
0061-61150 GIRALDA                                     7,816.91     0.00     0.00        010   01/01/00      19,651.50    16.14
                                                                                         010   01/01/05      20,878.83    17.14
0061-61180 THOM MCAN FOOTWEAR                          2,326.48     0.00     0.00                                              
0061-61190 SPEC'S MUSIC                                2,799.33     0.00     0.00        010   03/01/00       9,945.83    35.00 
0061-61208 CLAIRE'S BOUTIQUE #62                         777.27     0.00     0.00                                               
0061-61210 NOYUS                                       1,983.88     0.00     0.00        010   12/01/97       5,241.25    21.00 
                                                                                         010   12/01/01       5,740.42    23.00 
0061-61220 BAKERS #2696                                1,483.23     0.00     0.00                                               
0061-61230 GENERAL NUTRITION CEN                       1,264.32     0.00     0.00        010   03/01/98       4,325.00    30.00 
                                                                                         010   03/01/02       4,685.42    32.50
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 2
                                                         Detail Rent Roll                                             Date: 01/09/97
                                                      MONTEHIEDRA TOWN CENTER                                         Time: 10:28:14
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>            <C>           <C>  
0061-61240 MADELENE BOUTIQUE                       0 ACTIVE       11/01/95      10/31/05         1,780          3,856.67    26.00   
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
0061-61250 THE BOOK SHOP                           0 ACTIVE       05/01/96      04/30/04         1,716          2,750.00    19.23   
0061-61260 KRESS & KRESS KIDS                      0 ACTIVE       04/01/95      03/31/05         6,331          7,913.75    15.00   
0061-61270 DONATO                                  0 ACTIVE       12/01/94      11/30/97          4309          7,181.67    20.00   
0061-61280 PAYLESS SHOESOURCE #4                   0 ACTIVE       12/01/94      11/30/04         4,363          7,630.00    20.99   
0061-61290 CASA VEBUS                              0 ACTIVE       04/26/95      04/30/05          4360          8,720.00    24.00   
0061-61300 PUERTOS ESCONDIDOS                      0 ACTIVE       12/22/94      12/31/94          1738          3,186.33    22.00   
0061-61310 PEARLE VISION                           0 ACTIVE       12/14/94      12/31/94         1,905          3,968.75    25.00   
0061-61320 CALZADOS PIMPOLIN                       0 ACTIVE       05/01/95      01/31/05         1,200          2,500.00    25.00   
0061-61330 PARTY LAND                              0 ACTIVE       10/16/95      10/31/05         4,029          6,379.25    19.00   
                                                                                                                                    
0061-61350 ONE PRICE CLOTHING $7                   0 ACTIVE       11/01/94      01/31/05         4,360          7,266.67    20.00   
0061-61351 ATHLETIC ATTIC                          0 ACTIVE       03/01/95      02/28/05         2,042          3,743.67    22.00   
0061-61360 CASA DE LOS TAPES                       0 ACTIVE       04/24/95      04/30/05         3,126          7,815.00    30.00   
0061-61370 MARSHALLS                               0 ACTIVE       12/01/94      01/31/10        29,776         20,535.33    11.50   
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
0061-61375 DISCOVERY ZONE #905                     0 ACTIVE       02/03/95      02/28/03        10,000         16,666.67    20.00   
                                                                                                                                    
0061-61300 CARIBBEAN THEATERS                      0 ACTIVE       05/01/96      04/30/21        50,000         29,166.67     7.00   
                                                                                                                                    
                                                                                                                                    
0061-61390 BUILDERS SQUARE #1004                   0 ACTIVE       08/28/94      08/31/19       110,241        105,074.92    11.44   
0061-61400 TIME-OUT #10019                         0 ACTIVE       02/01/95      01/31/07         2,082          3,470.00    20.00   
0061-61420 DELICIAS                                0 ACTIVE       02/01/95      01/31/05           777          1,942.30    30.00   
                                                                                                           


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
0061-61240 MADELENE BOUTIQUE                           1,285.47     0.00     0.00        010   11/01/97       4,153.33    28.00    
                                                                                         010   11/01/99       4,450.00    30.00    
                                                                                         010   11/01/01       4,746.67    32.00    
                                                                                         010   11/01/03       5,043.33    34.00    

0061-61250 THE BOOK SHOP                               1,003.86     0.00     0.00        010   05/01/00           0.00     0.00    
0061-61260 KRESS & KRESS KIDS                          3,666.66     0.00     0.00        010   04/01/00       8,968.92    17.00    
0061-61270 DONATO                                      3,022.97     0.00     0.00        010   12/01/99       7,899.83    22.00    
0061-61280 PAYLESS SHOESOURCE #4                       2,665.90     0.00     0.00                                                  
0061-61290 CASA VEBUS                                  2,967.46     0.00     0.00        010   05/01/00       9,446.67    26.00    
0061-61300 PUERTOS ESCONDIDOS                          1,436.17     0.00     0.00                                                  
0061-61310 PEARLE VISION                               1,563.91     0.00     0.00                                                  
0061-61320 CALZADOS PIMPOLIN                             792.25     0.00     0.00        010   05/01/00       3,000.00    30.00    
0061-61330 PARTY LAND                                  2,910.59     0.00     0.00        010   11/01/97       6,715.00    20.00    
                                                                                         010   11/01/00           0.00     0.00    
0061-61350 ONE PRICE CLOTHING $7                       2,620.75     0.00     0.00        010   02/01/05       9,446.67    26.00    
0061-61351 ATHLETIC ATTIC                              1,432.28     0.00     0.00        010   03/01/08       3,913.83    23.00    
0061-61360 CASA DE LOS TAPES                           1,997.75     0.00     0.00        010   05/01/00       9,117.50    35.00    
0061-61370 MARSHALLS                                   4,833.68     0.00     0.00        010   11/01/98      31,016.67    12.50    
                                                                                         010   11/01/01      33,498.00    13.50    
                                                                                         010   11/01/04      34,738.67    14.00    
                                                                                         010   02/01/10      37,220.00    15.00    
                                                                                         010   02/01/15      39,701.33    16.00    
                                                                                         010   02/01/20      42,182.67    17.00    

0061-61375 DISCOVERY ZONE #905                         2,395.67     0.00     0.00        010   03/01/05      18,333.33    22.00    
                                                                                         010   03/01/10      20,166.67    24.20    
0061-61300 CARIBBEAN THEATERS                          6,356.83     0.00     0.00        010   05/01/06      33,541.67     8.05    
                                                                                         010   05/01/16      37,916.67     9.10    
                                                                                         010   05/01/21      42,291.67    10.15    
0061-61390 BUILDERS SQUARE #1004                           0.00     0.00     0.00                                                  
0061-61400 TIME-OUT #10019                             1,193.08     0.00     0.00                                                  
0061-61420 DELICIAS                                      561.09     0.00     0.00                                                  
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 3
                                                    Detail Rent Roll Date                                             Date: 01/09/97
                                               MONTEHIEDRA TOWN CENTER Time                                           Time: 10:29:33
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>            <C>            <C>           <C>  
061-61450 SBARRRO                                  0 ACTIVE       01/24/95       01/31/05         700          3,500.00       60.00
061-61460 EL SANDWICHON                            0 ACTIVE       03/01/95       02/28/05         360          1,860.00       62.00
061-61470 FLAMERS CHARBROILED H                    0 ACTIVE       01/01/95       12/31/05         461          2,305.00       60.00
061-61480 TACO MAKER                               0 ACTIVE       01/01/95       12/31/04         530          2,650.00       60.00
061-61490 LA PARRILLA ARGENTINA                    0 ACTIVE       04/01/96       03/31/06         370          3,083.33      100.00
061-61500 CHOPSTICKS                               0 ACTIVE       08/01/95       07/31/05         651          3,797.50       70.00
061-61510 COUNTRY PIT                              0 ACTIVE       02/01/95       01/31/05         651          3,255.00       60.00
061-61520 KFC                                      0 ACTIVE       02/01/95       01/31/05         768          3,840.00       60.00
061-61530 GALLERIA GIRASOL                         0 ACTIVE       05/12/95       05/31/05         757          2,838.75       45.00
061-61550 VICTORIAN ROOM                           0 ACTIVE       09/15/95       09/30/05         709          1,477.08       25.00
061-61560 J. RIGGINS #479                          0 ACTIVE       12/01/94       11/30/06       2,501          4,793.58       23.00
061-61580 OAK TREE #10066                          0 ACTIVE       12/01/94       11/30/06       2,086          3,998.17       23.00
061-61595 CLICK                                    0 ACTIVE       09/01/06       08/31/06       2,180          3,633.33       20.00
061-61600 FOOTACTION #359                          0 ACTIVE       11/24/95       11/30/05       4,966          8,276.67       20.00
061-61610 POSTAL ZONE                              0 ACTIVE       10/01/96       07/31/04       1,080          2,070.00       23.00


061-61612 CROSSWAY BEAUTY SPA                      0 ACTIVE       08/01/96       06/30/02         495          1,443.75       35.00
061-61615 MONTEHIEDRA CRUISES &                    0 ACTIVE       11/15/96       11/30/02         585          1,218.75       25.00

061-61620 IN DETAIL                                0 ACTIVE       05/01/96       04/30/06         990          2,062.50       25.00
061-61621 LORD JIM LEATHER                         0 ACTIVE       03/08/96       12/31/01         800          1,866.67       28.00
061-61631 HILL MONOGRAMS                           0 ACTIVE       01/01/96       12/31/06         751          1,877.50       30.00
061-61640 BRILLANTIF JOYEROS                       0 ACTIVE       12/01/94       11/30/04         800          2,333.33       35.00
061-61650 PRECIOSA                                 0 ACTIVE       12/11/94       12/31/04       1,602          4,672.50       35.00
061-61660 CINE FOTO                                0 ACTIVE       07/01/95       11/30/04       1,000          2,083.33       25.00
061-61670 CROSSWAY FAMILY HAIR                     0 ACTIVE       05/05/95       05/30/05       1,430          3,575.00       30.00


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
061-61450 SBARRRO                                      4,088.96     0.00     0.00
061-61460 EL SANDWICHON                                2,132.97     0.00     0.00        010   03/01/00      1,950.00     65.00
061-61470 FLAMERS CHARBROILED H                        2,692.52     0.00     0.00                                         
061-61480 TACO MAKER                                   3,133.47     0.00     0.00        010   01/01/00      2,870.83     65.00
061-61490 LA PARRILLA ARGENTINA                        1,227.17     0.00     0.00                                         
061-61500 CHOPSTICKS                                   3,802.29     0.00     0.00                                         
061-61510 COUNTRY PIT                                  3,809.53     0.00     0.00                                         
061-61520 KFC                                          4,544.17     0.00     0.00                                         
061-61530 GALLERIA GIRASOL                               625.47     0.00     0.00                                         
061-61550 VICTORIAN ROOM                                 385.77     0.00     0.00        010   10/01/00      1,772.50     30.00
061-61560 J. RIGGINS #479                              1,433.78     0.00     0.00                                         
061-61580 OAK TREE #10066                              1,195.37     0.00     0.00                                         
061-61595 CLICK                                        1,364.32     0.00     0.00        010   09/01/01      3,996.67     22.00 
061-61600 FOOTACTION #359                              3,906.84     0.00     0.00                                         
061-61610 POSTAL ZONE                                    779.40     0.00     0.00        010   08/01/98      2,250.00     25.00
                                                                                         010   08/01/00      2,430.00     27.00
                                                                                         010   08/01/02      2,700.00     30.00

061-61612 CROSSWAY BEAUTY SPA                            357.23     0.00     0.00        010   07/01/99      1,650.00     40.00
061-61615 MONTEHIEDRA CRUISES &                          422.18     0.00     0.00        010   12/01/98      1,316.25     27.00
                                                                                         010   12/01/00      1,462.50     30.00
061-61620 IN DETAIL                                      817.58     0.00     0.00                                         
061-61621 LORD JIM LEATHER                               501.34     0.00     0.00        010   01/01/99      2,000.00     30.00
061-61631 HILL MONOGRAMS                                 501.92     0.00     0.00        010   01/01/01      2,190.42     35.00
061-61640 BRILLANTIF JOYEROS                             661.50     0.00     0.00                                         
061-61650 PRECIOSA                                     1,314.63     0.00     0.00                                         
061-61660 CINE FOTO                                      764.36     0.00     0.00        010   12/01/99      3,750.00     45.00
061-61670 CROSSWAY FAMILY HAIR                         1,181.49     0.00     0.00        010   06/01/00      4,170.83     35.00
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 4
                                                         Detail Rent Roll                                             Date: 01/09/97
                                                      MONTEHIEDRA TOWN CENTER                                         Time: 10:31:01
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>            <C>           <C>  
0061-61680 BANCO SANTANDER                         0 ACTIVE       02/01/96      01/31/06        1,553          3,882.50      30.00  
                                                                                                                                    
0061-61690 MARIANNE #3782                          0 ACTIVE       12/01/94      01/31/05       10,481         12,227.84      14.00  
0061-61710 INFINITO                                0 ACTIVE       12/01/94      11/30/04        4,360          6,176.67      17.00  
0061-61720 KAY BEE TOYS                            0 ACTIVE       07/01/95      06/30/05        4,317          6,475.50      18.00  
0061-61730 WILD PAIR #5696                         0 ACTIVE       12/07/94      12/31/06        1,383          2,881.25      25.00  
0061-61740 KINDER MODE                             0 ACTIVE       12/19/94      12/31/04        1,573          3,277.08      25.00  
                                                                                                                                    
0061-61750 EYE CENTER                              0 ACTIVE       03/01/95      02/28/05        1,596          3,325.00      25.00  
                                                                                                                                    
0061-61760 JW #80914                               0 ACTIVE       12/01/94      11/30/06        1,383          2,881.25      25.00  
0061-61770 PATRICIA                                0 ACTIVE       05/07/96      05/31/04        2,025          4,387.50      26.00  
0061-61780 ATICO ANTIQUES & FINE                   0 ACTIVE       12/01/96      11/30/06        2,343          3,514.50      18.00  
                                                                                                                                    
061-61790  REQUEST JEANS                           0 ACTIVE       03/01/95      02/28/05        2,212          3,686.67      20.00  
061-61800  STEPHANIE ADDLER                        0 ACTIVE       05/06/95      05/31/05        2,094          3,664.50      21.00  
061-61810  BOSTONIAN                               0 ACTIVE       03/01/95      02/28/05        1,335          2,447.50      22.00  
                                                                                                                                    
                                                                                              
061-61820  KITTYLAND                               0 ACTIVE       05/01/95      05/31/05          990          2,887.50      35.00  
061-61830  PETLAND                                 0 ACTIVE       08/01/96      06/30/06        2,904          4,820.00      19.92  
061-61840  IMPERIAL BEAUTY SUPPL                   0 ACTIVE       05/01/95      01/31/05        1,628          4,748.33      35.00  
061-61850  LE CLUB                                 0 ACTIVE       04/01/96      03/31/06        4,005          7,676.25      23.00  
                                                                                                                                    
0061-61860 SALON DE ORO-BARED                      0 ACTIVE       12/16/94      12/31/04          902          3,006.67      40.00  
0061-61880 EKENIRIX                                0 ACTIVE       12/01/94      11/30/04          678          2,260.00      40.00  
0061-61890 GODDESS                                 0 ACTIVE       11/24/95      11/30/02          180          2,000.00     133.33  

0061-61900 MR. PRETZELS                            0 ACTIVE       01/01/95      12/31/99           90          1,000.00     133.33  
0061-61910 ROORICAST                               0 ACTIVE       12/01/95      11/30/00           90          1,200.00     160.00  
                                                                                              


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
0061-61680 BANCO SANTANDER                               908.51     0.00     0.00        010   02/01/00      4,529.58      35.00    
                                                                                               02/01/03      5,176.67      40.00    
0061-61690 MARIANNE #3782                              5,927.69     0.00     0.00                                                   
0061-61710 INFINITO                                    2,731.30     0.00     0.00        010   12/01/99      6,903.33      19.00    
0061-61720 KAY BEE TOYS                                3,053.11     0.00     0.00        010   07/01/08      7,354.75      21.00    
0061-61730 WILD PAIR #5696                               792.66     0.00     0.00                                                   
0061-61740 KINDER MODE                                 1,103.67     0.00     0.00        010   01/01/00      3,408.17      26.00    
                                                                                         010   01/01/02      3,539.25      27.00    
0061-61750 EYE CENTER                                  1,318.76     0.00     0.00        010   12/01/97      3,408.17      26.00    
                                                                                         010   12/01/98      3,990.00      30.00    
0061-61760 JW #80914                                     792.66     0.00     0.00                                                   
0061-61770 PATRICIA                                    1,461.37     0.00     0.00        010   06/01/00      4,725.00      28.00    
0061-61780 ATICO ANTIQUES & FINE                       1,759.69     0.00     0.00        010   12/01/98      4,100.25      21.00    
                                                                                         010   12/01/02      4,686.00      24.00    
061-61790  REQUEST JEANS                               1,828.11     0.00     0.00                                                   
061-61800  STEPHANIE ADDLER                            1,556.04     0.00     0.00        010   06/01/00      4,013.50      23.00    
061-61810  BOSTONIAN                                   1,112.52     0.00     0.00        010   03/01/98      2,670.00      24.00    
                                                                                         010   03/01/01      2,892.50      26.00    
                                                                                                                                    
061-61820  KITTYLAND                                     818.60     0.00     0.00                                                   
061-61830  PETLAND                                     2,153.72     0.00     0.00        010   07/01/01      5,302.00      21.91    
061-61840  IMPERIAL BEAUTY SUPPL                       1,345.21     0.00     0.00                                                   
061-61850  LE CLUB                                     2,973.72     0.00     0.00        010                                        
                                                                                         010   04/01/01      8,343.75      25.00    
0061-61860 SALON DE ORO-BARED                            745.84     0.00     0.00                                                   
0061-61880 EKENIRIX                                      560.63     0.00     0.00                                                   
0061-61890 GODDESS                                       100.00     0.00     0.00        010   12/01/97      2,333.33     155.56    
                                                                                         010   12/01/99      2,500.00     166.67
0061-61900 MR. PRETZELS                                  300.00     0.00     0.00                                                   
0061-61910 ROORICAST                                     300.00     0.00     0.00                          
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sort Date:  01/09/97                              Manley-Berenson Associates, Inc.                                    Page: 5
                                                          Detail Rent Roll                                            Date: 01/09/97
                                                       MONTEHIEDRA TOWN CENTER                                        Time: 10:32:23
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   Occupancy            Rent Dates              Square         Monthly       Annual
          Tenant Date                               Status         Start          Expire       Footage        Base Rent     Rate/SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>           <C>            <C>            <C>           <C>  
0061-61920 PIERCING PAGODA                         0 ACTIVE       03/01/95      02/28/00       180            2,000.00      133.33  
0061-61930 GAFAS Y GAFAS                           0 ACTIVE       12/16/94      12/31/99       180            2,000.00      133.33  
0061-61950 VALIJA GATANA                           0 ACTIVE       01/15/96      01/31/01       180            2,450.00      163.33  
0061-61960 BEEPERS CONNECTION                      0 ACTIVE       03/11/95      03/31/00        90            1,000.00      133.33  
0061-61970 SUNGLASS HUT                            0 ACTIVE       12/15/94      12/31/04       180            2,000.00      133.33  
0061-61980 GOODIES                                 0 ACTIVE       01/01/95      12/31/99       180            2,000.00      133.33  
0061-61990 HOWARD JOHNSON'S ICE                    0 ACTIVE       07/17/95      07/31/05       180            2,500.00      166.67  
- ------------------------------------------------------------------------------------------------------------------------------------
Totals                                                            Occupied Sqft:    100%   517,672          661,725.93
                                                                 Available Sqft:      0%         0
                                                                     Total Sqft:           517,672
- ------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

          Tenant Name                              Cost Recovery    Stop  Other Income   Cal     Date       Monthly Rate  Per SF
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>      <C>         <C>   <C>           <C>          <C>  
0061-61920 PIERCING PAGODA                             113.25       0.00     0.00                                                 
0061-61930 GAFAS Y GAFAS                               200.00       0.00     0.00                                                 
0061-61950 VALIJA GATANA                               150.00       0.00     0.00                                                 
0061-61960 BEEPERS CONNECTION                          300.00       0.00     0.00                                                 
0061-61970 SUNGLASS HUT                                195.00       0.00     0.00                                                 
0061-61980 GOODIES                                     300.00       0.00     0.00                                                 
0061-61990 HOWARD JOHNSON'S ICE                        195.00       0.00     0.00        010   08/01/99      3,000.00     200.00  
- ------------------------------------------------------------------------------------------------------------------------------------
Totals                                             162,329.73                0.00
- ------------------------------------------------------------------------------------------------------------------------------------


</TABLE>


<PAGE>






<TABLE>
<CAPTION>
                                                      MONTEHIEDRA TOWN CENTER
                                                       LEASE ABSTRACT REPORT
                                                          FOR ALL TENANTS

                  PRIMARY/                                               ANNUAL
                 SECONDARY  SQUARE  LEASE  LEASE  OPTION  MINIMUM       MINIMUM   OVERAGE  CEILING    BREAKPOINT
 TENANT            CODES     FEET   BEGIN   END   #/MOS   RENT/SF        RENT        %     (000'S)      (000'S)      RECOVERIES
 ------            -----     ----   -----   ---   -----   -------        ----     -------  -------      -------      ----------
<S>                 <C>    <C>      <C>    <C>      <C>  <C>    <C>    <C>          <C>   <C>           <C>       <C>             
# 1-SUITE 10         4     135,385  10/94  10/19    -           10.75  1,455,389                        NATURAL   CAM - KMART
KMART               10                                                                                            TAXES - KMART

# 2-SUITE 20         1       4,968  12/94  11/04    -           15.00     74,520    5.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
ME SALVE             5                                                                                            CAM ME SALVE
                                                                                                                  TAX-MALL SHOPS

# 3-SUITE 30         1         800  11/96   8/03    -           30.00     24,000    7.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
THE HORSE LOVERS'    2                                   9/98   33.00     26,400                                  TAX-MALL SHOPS
                                                         9/01   37.00     29,600                                  SPRINKLER REOVERY

# 4-SUITE 31         1       3,419  12/96  12/06    -           15.00     51,285    5.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
XPLOSIF              4                                   1/01   18.00     61,542                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 5-SUITE 40         1       2,394  11/95  10/05    -           22.00     52,668    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
LA DEFENSA           4                                  11/00   24.00     57,456                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS

# 6-SUITE 50         1       3,294  12/96  11/06    -           25.00     82,350    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
ATHLETIC EXPRESS     4                                                                                            CAM-MALL SHOP REC.
                                                                                                                  TAX MALL SHOPS

# 7-SUITE 70         1       4,360   5/95   S/05    -           25.00    109,000    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
LA GRAN VIA          5                                   5/00   30.00    130,800                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 8-SUITE 80         1       2,094   5/95   4/05    -           23.00     48,162    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
KIDZ WORLD           4                                   5/00   30.00     62,820                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 9-SUITE 90         1       2,215   3/95  11/04    -           20.00     44,300    7.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
REQUERDOS            4                                   3/98   22.00     48,730                                  TAX-MALL SHOPS
                                                         3/01   24.00     53,160                                  SPRINKLER REOVERY

# 10-SUITE 100       1       2,861   2/96   1/06    -           25.00     71,525    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
ALMACENES GONZALEZ   4                                   1/00   30.00     85,830                                  SPRINKLER REOVERY
                                                                                                                  TAX MALL SHOPS

# 11-SUITE 110       1       1,500   1/95  12/04    -           23.00     34,500    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
MAMBO                3                                   1/00   25.00     37,500                                  TAX-MALL SHOPS

# 12-SUITE 120       1       1,554  12/94  12/06    -           25.00     38,850    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
5-7-9                3                                                                                            CAM MALL SHOPS
                                                                                                                  TAX-MALL SHOPS

# 13-SUITE 130       1       1,461   5/95   5/05    -           30.00     43,830    6 00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
THE PRO IMAGE        3                                   6/00   35.00     51,135                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY
# 14-SUITE 140       1       1,461   4/95   5/05    -           25.00     36,525    5.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
ELECTRONICS BOUTI.   3                                   4/00   30.00     43,830                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 15-SUITE 150       1      14,615  12/94  11/09    -           15.53    226,971    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
GIRALDA              7                                   1/00   16.14    235,886                                  TAX-MALL SHOPS
                                                         1/05   17.14    250,501                                  SPRINKLER REOVERY
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                               ANNUAL
                 SECONDARY  SQUARE  LEASE  LEASE  OPTION  MINIMUM       MINIMUM   OVERAGE  CEILING    BREAKPOINT
 TENANT            CODES     FEET   BEGIN   END   #/MOS   RENT/SF        RENT        %     (000'S)      (000'S)      RECOVERIES
 ------            -----     ----   -----   ---   -----   -------        ----     -------  -------      -------      ----------
<S>                 <C>    <C>      <C>    <C>      <C>  <C>    <C>    <C>          <C>   <C>           <C>       <C>              
# 16-SUITE 180       1       2,978   7/95   6/05    -           20.00     59,560    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
THOM MCAN FOOTWEAR   4                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 17-SUITE 190       1       3,410   3/95   2/05    -           30.00    102,300    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
SPEC'S MUSIC         4                                   3/00   35.00    119,350                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 18-SUITE 200       1         940  12/94  11/04    -           37.23     34,996    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CLAIRE'S BOUTIQUE    2                                                                                            CAM-MALL SHOP REC.
                                                                                                                  TAX MALL SHOPS

# 19-SUITE 210       1       2,995   1/95  11/04    -           19.00     56,905    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
NOVUS                4                                  12/97   21.00     62,895                                  CAM NOVUS
                                                        12/01   23.00     68,885                                  TAX-MALL SHOPS

# 20-SUITE 220       1       2,588  12/94  11/06    -           23.00     59,524    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
BAKERS               4                                                                                            CAM MALL SHOPS
                                                                                                                  TAX-MALL SHOPS

# 21-SUITE 230       1       1,730   3/95   2/05    -           27.50     47,575    7.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
GENERAL NUTRITION    3                                   3/98   30.00     51,900                                  CAM MALL SHOPS
                                                         3/02   32.50     56,225                                  TAX-MALL SHOPS

# 22-SUITE 240       1       1,780  11/95  10/05    -           26.00     46,280    7.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
MADELENE BOUTIQUE    3                                  11/97   28.00     49,840                                  TAX-MALL SHOPS
                                                        11/99   30.00     53,400                                  SPRINKLER REOVERY
                                                        11/01   32.00     56,960
                                                        11/03   34.00     60,520

# 23-SUITE 250       1       1,716   5/96   4/04    -           19.23     32,999    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
THE BOOK SHOP        3                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 24-SUITE 260       1       6,331   4/95   3/05    -           15.00     94,965    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
KRESS & KRESS KIDS   6                                   4/00   17.00    107,627                                  CAM KRESS ~ KRESS
                                                                                                                  TAX-MALL SHOPS

# 25-SUITE 270       1       4,309  12/94  11/04    -           20.00     86,180    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
DONATO               5                                  12/99   22.00     94,798                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 26-SUITE 280       1       4,363  12/94  11/04    -           20.99     91,579    5.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
PAYLESS SHOESOURCE   5                                                                                            CAM PAYLESS
                                                                                                                  TAX-MALL SHOPS

# 27-SUITE 290       1       4,360   5/95   4/05    -           24.00    104,640    5.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CASA FEBUS           5                                   5/00   26.00    113,360                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS

# 28-SUITE 300       1       1,738   1/94  12/04    -           22 00     38,236    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
PUERTOS ESCANDIDOS   3                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 29-SUITE 310       1       1,905  12/94  12/04    -           25.00     47,625    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
PEARLE VISION        3                                                                                            CAM PEARLE
                                                                                                                  TAX-MALL SHOPS

# 30-SUITE 320       1       1,200   5/95   1/05    -           25.00     30,000    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CALZADOS PIMPOLIN    2                                   5/00   30.00     36,000                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                               ANNUAL
                 SECONDARY  SQUARE  LEASE  LEASE  OPTION  MINIMUM       MINIMUM   OVERAGE  CEILING    BREAKPOINT
 TENANT            CODES     FEET   BEGIN   END   #/MOS   RENT/SF        RENT        %     (000'S)      (000'S)      RECOVERIES
 ------            -----     ----   -----   ---   -----   -------        ----     -------  -------      -------      ----------
<S>                 <C>    <C>      <C>    <C>      <C>  <C>    <C>    <C>          <C>   <C>           <C>       <C>             
# 31-SUITE 330       1       4,029  11/95  10/05    -           19.00     76,551    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
PARTY LAND           5                                  11/97   20.00     80,580                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 32-SUITE 350       1       4,360  11/95   1/05    -           20.00     87,200    4.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
ONE PRICE CLOTHING   5                                                                                            CAM MALL SHOPS
                                                                                                                  TAX ONE PRICE

# 33-SUITE 351       1       2,042   3/95   2/05    -           22.00     44,924    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
ATHLETIC ATTIC       4                                   3/00   23.00     46,966                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS

# 34-SUITE 360       1       3,126   5/95   4/05    -           30.00     93,780    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CASA DE LOS TAPES    4                                   5/00   35.00    109,410                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS

# 35-SUITE 370       4      29,776  12/94   1/15    -           11.50    342,424    2.00  UNLIMITED      11,500   CAM MARSHALL'S
MARSHALLS           10                                  11/98   12.50    372,200                   11/98 12,500   TAX MARSHALL'S
                                                        11/01   13.50    401,976                   11/01 13,500
                                                        11/04   14.00    416,864                   11/04 14,000
                                                         2/10   15.00    446,640

# 36-SUITE 375       1      10,000   2/95   2/15    -           20.00    200,000    6.00  UNLIMITED       3,333   SPRINKLER REOVERY
DISCOVERY ZONE       6                                   3/05   22.00    220,000                    3/05  3,667   CAMS DISCOVERY
                                                         3/10   24.00    240,000                                  TAX-MALL SHOPS

# 37-SUITE 380       5      50,000   5/96   4/21    -            7.00    350,000    8.00  UNLIMITED       5,510   CAM - CARIBBEAN
CARIBBEAN THEATRES  11                                   5/06    8.05    402,500                    5/06  6,300   TAX CARIBBEAN
                                                         5/16    9.10    455,000

# 38-SUITE 390       4     110,241   9/94   8/19    -           11.44  1,261,157                        NATURAL   TAXES BLD. SQUARE
BUILDERS SQUARE     10

# 39-SUITE 400       1       2,082   2/95   1/07    -           20.00     41,640   10.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
TIME-OUT             4                                                                                            CAM TIME-OUT
                                                                                                                  TAX-MALL SHOPS
# 40-SUITE 420       1         777   2/95   1/05    -           30.00     23,310    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
DELECIAS             2                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 41-SUITE 450       2         700   2/95   1/05    -           60.00     42,000    6.00  UNLIMITED     NATURAL   TAX-MALL SHOPS
SBARRO               8                                                                                            FOOD COOURT CAM
                                                                                                                  SPRINKLER REOVERY

# 42-SUITE 460       2         360   3/95   2/05    -           62.00     22,320    8.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
EL SANDWICHON        8                                   3/00   65.00     23,400                                  TAX-MALL SHOPS
                                                                                                                  FOOD COOURT CAM

# 43-SUITE 470       2         461   1/95  12/05    -           60.00     27,660    6.00  UNLIMITED     NATURAL   TAX-MALL SHOPS
FLAMERS              8                                                                                            FOOD COOURT CAM
                                                                                                                  SPRINKLER REOVERY

# 44-SUITE 480       2         530   1/95  12/04    -           60.00     31,800    6.00  UNLIMITED     NATURAL   TAX-MALL SHOPS
TACO MAKER           8                                   1/00   65.00     34,450                                  FOOD COOURT CAM
                                                                                                                  SPRINKLER REOVERY

# 45-SUITE 490       2         370   4/96   3/06    -          100.00     37,000    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
LA PAPILLA           8                                                                                            FOOD COOURT CAM
                                                                                                                  TAX LA PAPILLA
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                               ANNUAL
                 SECONDARY  SQUARE  LEASE  LEASE  OPTION  MINIMUM       MINIMUM   OVERAGE  CEILING    BREAKPOINT
 TENANT            CODES     FEET   BEGIN   END   #/MOS   RENT/SF        RENT        %     (000'S)      (000'S)      RECOVERIES
 ------            -----     ----   -----   ---   -----   -------        ----     -------  -------      -------      ----------
<S>                 <C>    <C>      <C>    <C>      <C>  <C>    <C>    <C>          <C>   <C>           <C>       <C>             
# 46-SUITE 500       2         651   8/95   7/05    -           70.00     45,570    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CHOPSTICKS           8                                                                                            FOOD COOURT CAM
                                                                                                                  TAX-MALL SHOPS

# 47-SUITE 510       2         651   2/95   1/05    -           60.00     39,060    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
COUNTRY PIT          8                                                                                            FOOD COOURT CAM
                                                                                                                  TAX-MALL SHOPS

# 48-SUITE 520       2         768   2/95   1/05    -           60.00     46,080    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
KFC                  8                                                                                            FOOD COOURT CAM
                                                                                                                  TAX KFC

# 49-SUITE 530       1         757   5/95   5/05    -           45.00     34,065    8.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
GALLERIA GIRASOL     2                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 50-SUITE 550       1         709  10/95   9/05    -           25.00     17,725    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
VICTORIAN ROOM       1                     10/00                30.00     21,270                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER RECOVERY

# 51-SUITE 560       1       2,501  12/94  11/06    -           23.00     57,523    5.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
J. RIGGINS           4                                                                                            CAM MALL SHOPS
                                                                                                                  TAX-MALL SHOPS

# 52-SUITE 580       1       2,086  12/94  11/06    -           23.00     47,978    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
OAK TREE             4                                                                                            CAM OAK TREE
                                                                                                                  TAX-MALL SHOPS

# 53-SUITE 595       1       2,180   9/96   8/06    -           20.00     43,600    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CLICK                4                                   5/01   22.00     47,960                                  CAM-MALL SHOP REC.
                                                                                                                  TAX MALL SHOPS

# 54-SUITE 600       1       4,966  12/95  11/05    -           20.00     99,320    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
FOOTCACTION          5                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 55-SUITE 610       1       1,080  10/96   7/04    -           23.00     24,840    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
POSTAL ZONE          2                                   8/98   25.00     27,000                                  TAX-MALL SHOPS
                                                         8/00   27.00     29,160                                  SPRINKLER REOVERY
                                                         8/02   30.00     32,400

# 56-SUITE 612       1         495   8/96   6/02    -           35.00     17,325    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CROSSWAY BEAUTY      1                                   7/99   40.00     19,800                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS

# 57-SUITE 615       1         585  10/96  11/02    -           25.00     14,625    8.00  UNLIMITED        100    CAM-MALL SHOP REC.
MONTEHIEDRA          1                                  12/98   27.00     15,795                                  TAX-MALL SHOPS
                                                        12/00   30.00     17,550                                  SPRINKLER REOVERY

# 58-SUITE 620       1         990   5/96   4/06    -           25.00     24,750    7.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
IN DETAIL            2                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 59-SUITE 621       1         800   3/96  12/01    -           28.00     22,400    7.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
LORD JIM LEATHER     2                                   1/99   30.00     24,000                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 60-SUITE 631       1         751   1/96  12/06    -           30.00     22,530    8.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
HILL MONOGRAMS       2                                   1/01   35.00     26,285                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                               ANNUAL
                 SECONDARY  SQUARE  LEASE  LEASE  OPTION  MINIMUM       MINIMUM   OVERAGE  CEILING    BREAKPOINT
 TENANT            CODES     FEET   BEGIN   END   #/MOS   RENT/SF        RENT        %     (000'S)      (000'S)      RECOVERIES
 ------            -----     ----   -----   ---   -----   -------        ----     -------  -------      -------      ----------
<S>                 <C>    <C>      <C>    <C>      <C>  <C>    <C>    <C>          <C>   <C>           <C>       <C>            
# 61-SUITE 640       1         800  12/94  11/04    -           35.00     28,000   10.00  UNLIMITED         800   SPRINKLER REOVERY
BRILLANTIF JOYEROS   2                                                                                            CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS

# 62-SUITE 650       1       1,602  12/94  12/04    -           35.00     56,070    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
PRECIOSA             3                                                                                            CAM PRECIOSA
                                                                                                                  TAX-MALL SHOPS

# 63-SUITE 660       1       1,000   7/95  11/04    -           25.00     25,000    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CINE FOTO            2                                  12/99   45.00     45,000                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS

# 64-SUITE 670       1       1,430   5/95   5/05    -           30.00     42,900    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
CROSSWAY FAMILY      3                                   6/00   35.00     50,050                                  CAM-MALL SHOP REC.
                                                                                                                  TAX-MALL SHOPS
# 65-SUITE 680       1       1,553   2/96   1/06    -           30.00     46,590     -     -             -        SPRINKLER REOVERY
BANCO SANTANDER      3                                   2/00   35.00     54,355                                  CAM-MALL SHOP REC.
                                                         2/03   40.00     62,120                                  TAX-MALL SHOPS

# 66-SUITE 690       1      10,481  12/94   1/05    -           14.00    146,734    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
MARIANNE             7                                                                                            CAM-MALL SHOP REC.
                                                                                                                  TAX MARIANNE

# 67-SUITE 710       1       4,360  12/94  11/04    -           17.00     74,120    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
INFINITO             5                                   2/99   19.00     82,840                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 68-SUITE 720       1       4,317   7/95   6/05    -           18.00     77,706    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
KAY BEE TOYS         5                                   7/00   21.00     90,657                                  CAM KAY BEE
                                                                                                                  TAX-MALL SHOPS

# 69-SUITE 730       1       1,383  12/94  12/06    -           25.00     34,575    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
WILD PAIR            3                                                                                            CAM WILD PAIR
                                                                                                                  TAX-MALL SHOPS

# 70-SUITE 740       1       1,573  11/94  12/04    -           25.00     39,325    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
KINDER MODE          3                                   1/00   26.00     40,898                                  CAM KINDER MODE
                                                         1/02   27.00     42,471                                  TAX KINDER MODE

# 71-SUITE 750       1       1,596   3/95   2/05    -           25.00     39,900    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
EYE CENTER           3                                  12/97   27.50     43,890                                  TAX-MALL SHOPS
                                                        12/98   30.00     47,880                                  SPRINKLER REOVERY

# 72-SUITE 760       1       1,383  12/94  11/06    -           25.00     34,575    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
JW                   3                                                                                            CAM MALL SHOPS
                                                                                                                  TAX MALL SHOPS

# 73-SUITE 770       1       2,025   5/96   5/04    -           26.00     52,650    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
PATRICA              4                                   6/00   28.00     56,700                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 74-SUITE 780       1       2,343  12/96  11/06    -           18.00     42,174    7.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
ATICO ANTIQUES       4                                  12/98   21.00     49,203                                  CAM-MALL SHOP REC.
                                                        12/02   24.00     56,232                                  TAX-MALL SHOPS

# 75-SUITE 790       1       2,212   3/95   2/05    -           20.00     44,240    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
REQUEST JEANS        4                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 76-SUITE 800       1       2,094   5/95   5/05    -           21.00     43,974    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
STEPHANIE ADDLER     4                                   6/00   23.00     48,162                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                               ANNUAL
                 SECONDARY  SQUARE  LEASE  LEASE  OPTION  MINIMUM       MINIMUM   OVERAGE  CEILING    BREAKPOINT
 TENANT            CODES     FEET   BEGIN   END   #/MOS   RENT/SF        RENT        %     (000'S)      (000'S)      RECOVERIES
 ------            -----     ----   -----   ---   -----   -------        ----     -------  -------      -------      ----------
<S>                 <C>    <C>      <C>    <C>      <C>  <C>    <C>    <C>          <C>   <C>           <C>       <C>             
# 77-SUITE 810       1       1,335   3/95   2/05    -           22.00     29,370    6.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
BOSTONIAN            3                                   3/98   24.0O     32,040                                  CAM BOSTONIAN
                                                         3/01   26.00     34,710                                  TAX MALL SHOPS

# 78-SUITE 820       1         990   5/95   5/05    -           35.00     34,650    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
KITTY LAND           2                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 79-SUITE 830       1       2,904   8/96   6/06    -           19.92     57,848    3.00  UNLIMITED       1,653   SPRINKLER REOVERY
PETLAND              4                                   7/01   21.91     63,627                                  CAM-MALL SHOP REP
                                                                                                                  TAX PETLAND

# 80-SUITE 840       1       1,628   5/95   1/05    -           35.00     56.980    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
IMPERIAL BEAUTY      3                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 81-SUITE 850       1       4,005   4/96   3/06    -           23.00     92,115    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
LE CLUB              5                                   4/01   25.00    100,125                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 82-SUITE 860       1         902  11/94  12/04                40.00     36,080    7.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
SALON DE ORO         2                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 83-SUITE 880       1         678  12/94  11/04    -           40.00     27,120    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
EKENIRIX             1                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 84-SUITE 890       3         180  12/95  11/02    -          133.33     23,999    8.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
GODDESS              9                                  12/97  155.56     28,001                                  TAX-MALL SHOPS
                                                        12/99  166.67     30,001                                  SPRINKLER REOVERY

# 85-SUITE 900       3          90   1/95  12/99    -          133.33     12,000    8.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
MR. PRETZELS         9                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 86-SUITE 910       3          90  12/95  11/00    -          160.00     14,400   10.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
ROORICAST            9                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 87-SUITE 920       3         180   3/95   2/00    -          133.33     23,999   10.00  UNLIMITED     NATURAL   SPRINKLER REOVERY
PIERCING PAGODA      9                                                                                            TAX PIERCING

# 88-SUITE 930       3         180   1/94  12/99    -          133.33     23,999    8.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
GAFAS Y GAFAS        9                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 89-SUITE 950       3         180   2/96   1/01    -          163.33     29,399    8.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
VALIJA GATANA        9                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 90-SUITE 960       3          90   3/95   3/00    -          133.33     12,000   10.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
BEEPERS CONNECTION   9                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 91-SUITE 970       3         180   1/95  12/04    -          133.33     23,999   10.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
SUNGLASS HUT         9                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 92-SUITE 980       3         180   1/95  12/99    -          133.33     23,999   10.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
GOODIES              9                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                  PRIMARY/                                               ANNUAL
                 SECONDARY  SQUARE  LEASE  LEASE  OPTION  MINIMUM       MINIMUM   OVERAGE  CEILING    BREAKPOINT
 TENANT            CODES     FEET   BEGIN   END   #/MOS   RENT/SF        RENT        %     (000'S)      (000'S)      RECOVERIES
 ------            -----     ----   -----   ---   -----   -------        ----     -------  -------      -------      ----------
<S>                 <C>    <C>      <C>    <C>      <C>  <C>    <C>    <C>          <C>   <C>           <C>       <C>             
# 93-SUITE 990       3         180   8/95   7/05    -          166.67     30,001   10.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
HOWARD JOHNSON'S     9                                   8/99  200.00     36,000                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 94-SUITE 1000      1       2,725   6/97   5/07    -           22.00     59,950    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC
VACANT IN-LINE***    4                                   6/02   24.20     65,945                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 95-SUITE 1100      1       2,525   9/97   8/07    -           22.00     55,550    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
VACANT IN-LINE***    4                                   9/02   24.20     61,105                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 96-SUITE 1120      1         350  12/97  11/07    -           31.00     10,850    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
VACANT IN-LINE***    1                                  12/02   34.10     11,935                                  TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY

# 97-SUITE 1130      1       2,180   1/97  12/06    -            0.00          0    6.00  UNLIMITED     NATURAL   CAM-MALL SHOP REC.
TECHNOLOGY SHOP      4                                                                                            TAX-MALL SHOPS
                                                                                                                  SPRINKLER REOVERY
                           -------
                           525,452
                           =======
</TABLE>


<PAGE>


                            MONTEHIEDRA TOWN CENTER
                           PROJECT ASSUMPTIONS REPORT
                               EXCLUDING TENANTS

BUILDING PROLOGUE
- -----------------

LEASEHOLD ANALYSIS OF MONTEHIEDRA TOWN CENTER BEGINNING 1/1996
FOR 31 YEARS ON A CALENDAR YEAR BASIS

AREA MEASURES
- -------------

SGLA

DESCRIBED  AS GROSS  LEASABLE  AREA;  MALL SHOP  TENANTS  
1996  VALUE - 200,050
THEREAFTER - CONSTANT

AGLA
DESCRIBED AS GROSS LEASABLE AREA; ANCHOR TENANTS
1996 VALUE - 275,402
1997 VALUE - 275,402 
THEREAFTER - CONSTANT

CGLA
DESCRIBED AS GROSS LEASABLE AREA; CINEMA
1996 VALUE - 50,000
THEREAFTER - CONSTANT

TGLA
DESCRIBED AS GROSS LEASABLE AREA; TOTAL PROJECT
+100.0% OF SGLA+100.0% OF AGLA
+100.0% OF CGLA

OCCS
DESCRIBED AS GROSS LEASABLE AREA; OWNED MALL AREA
1996 VALUE -      175,430
1997 VALUE -      196,910
1998 VALUE -      200,050
1999 VALUE -      200,050
2000 VALUE -      199,923
2001 VALUE -      200,013
2002 VALUE -      199,770
2003 VALUE -      199,853
2004 VALUE -      197,028
2005 VALUE -      182,517
2006 VALUE -      195,854
2007 VALUE -      196,068
2008 VALUE -      199,991
2009 VALUE -      198,832
2010 VALUE -      198,652
2011 VALUE -      200,005
2012 VALUE -      199,224
2013 VALUE -      199,651
2014 VALUE -      199,247
2015 VALUE -      181,096
2016 VALUE -      195,321
2017 VALUE -      194,914
2018 VALUE -      199,962
2019 VALUE -      199,494
2020 VALUE -      197,279
2021 VALUE -      199,968
2022 VALUE -      199,834
2023 VALUE -      199,923
2024 VALUE -      199,203
2025 VALUE -      181,125
2026 VALUE -      195,078
THEREAFTER - CONSTANT


<PAGE>


                                                                          PAGE 2

DESCRIBED AS TOTAL OCCUPIED MALL SHOP AREA;  EXCLUDES  PRIMARY CODES #4 -
ANCHORS AND #5 - CINEMA
1996 VALUE -     175,430
1997 VALUE -     194,730
1998 VALUE -     197,870
1999 VALUE -     197,870
2000 VALUE -     197,743
2001 VALUE -     197,833
2002 VALUE -     197,590
2003 VALUE -     197,673
2004 VALUE -     194,848
2005 VALUE -     180,337
2006 VALUE -     193,674
2007 VALUE -     194,251
2008 VALUE -     197,811
2009 VALUE -     196,652
2010 VALUE -     196,472
2011 VALUE -     197,825
2012 VALUE -     197,044
2013 VALUE -     197,471
2014 VALUE -     197,067
2015 VALUE -     178,916
2016 VALUE -     193,141
2017 VALUE -     193,098
2018 VALUE -     197,782
2019 VALUE -     197,314
2020 VALUE -     195,099
2021 VALUE -     197,788
2022 VALUE -     197,654
2023 VALUE -     197,743
2024 VALUE -     197,023
2025 VALUE -     178,945
2026 VALUE -     192,898
THEREAFTER - CONSTANT

FCTA
DESCRIBED AS GROSS LEASABLE AREA: FOOD COURT
1996 VALUE - 4,491
THEREAFTER - CONSTANT

CAMI
DESCRIBED  AS TOTAL GLA - MALL SHOPS,  FOOD COURT AND  MARSHALLS;  UTILIZED  FOR
INTEIOR CAM RECOVERY.
1996 VALUE - 197,870
THEREAFTER - CONSTANT

GROWTH RATES
- ------------

RNTG
DESCRIBED AS MARKET RENT GROWTH
1996 VALUE -         4.00
1997 VALUE -         4.00
1998 VALUE -         4.00
1999 VALUE -         4 00
2000 VALUE -         3.50
THEREAFTER - CONSTANT

SALG
DESCRIBED AS SALES GROWTH RATE
1996 VALUE - 5.00
1997 VALUE - 5.00 
1998 VALUE - 3.50 
THEREAFTER - CONSTANT

EXPG


<PAGE>


                                                                          PAGE 3

DESCRIBED AS GENERAL EXPENSE GROWTH
1996 VALUE - 3.50
THEREAFTER - CONSTANT

TAXG
DESCRIBED AS TAX EXPENSE GROWTH
1996 VALUE - 3.50
THEREAFTER - CONSTANT

MISG
DESCRIBED AS MISCELLANEOUS INCOME GROWTH
1996 VALUE - 3.00
THEREAFTER - CONSTANT

TMPG
1996 VALUE - 3.00
THEREAFTER - CONSTANT

MARKET RATES
- ------------

SALM
DESCRIBED AS AVERAGE SALES; MALL SHOP TENANTS
1996 VALUE - 340
THEREAFTER - GROWING AT GROWTH RATE SALG

MKT1
DESCRIBED AS MARKET RENTAL RATE; TENANTS < 750 SF
1996 VALUE - 31.00
1997 VALUE - 31 00
THEREAFTER - GROWING AT GROWTH RATE RNTG

MKT2
DESCRIBED AS MARKET RENTAL RATE; TENATS 751-1200 SF
1996 VALUE - 30.00
1997 VALUE - 30.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

MKT3
DESCRIBED AS MARKET RENTAL RATE; TENANTS 1201-2000 SF
1996 VALUE - 26.00
1997 VALUE - 26.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

MKT4
DESCRIBED AS MARKET RENTAL RATE, TENANTS 2001-3500 SF
1996 VALUE - 22 00
1997 VALUE - 22.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

MKT5
DESCRIBED AS MARKET RENTAL RATE; TENANTS 3501-5000 SF
1996 VALUE - 20.00
1997 VALUE - 20.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

MKT6
DESCRIBED AS MARKET RENTAL RATE; TENANTS 5001-10000 SF
1996 VALUE - 18.00
1997 VALUE - 18.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

MKT7
DESCRIBED AS MARKET RENTAL RATE; TENANTS > 10000 SF
1996 VALUE - 15.00
1997 VALUE - 15.00
THEREAFTER - GROWING AT GROWTH RATE RNTG


<PAGE>


                                                                          PAGE 4

MKT8
DESCRIBED AS MARKET RENTAL RATE; FOOD COURT TENANTS
1996 VALUE - 65.00
1997 VALUE - 65.00
THEREAFTER - GROWING AT GROWTH RATE RNTG

MKT9
DESCRIBED AS MARKET RENTAL RATE; KIOSK TENANTS
1996 VALUE - 150
1997 VALUE - 150
THEREAFTER - GROWING AT GROWTH RATE RNTG

SALF
DESCRIBED AS AVERAGE SALES; FOOD COURT TENANTS
1996 VALUE - 1,200
THEREAFTER - GROWING AT GROWTH RATE SALG

ALTN
DESCRIBED AS ALTERATION RATE; NEW TENANTS
1996 VALUE - 8.00
1997 VALUE - 8.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ALTR
DESCRIBED AS ALTERATION RATE; RENEWAL TENANTS
1996 VALUE - 0.00
1997 VALUE - 0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

ALTB
DESCRIBED AS ALTERATION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30% OF ALTN +70% OF ALTR
+20.0% OF ALTN +80.0% OF ALTR

COMN
DESCRIBED AS COMMISSION RATE; NEW TENANTS
ZERO

COMR
DESCRIBED AS COMMISSION RATE; RENEWAL TENATS
ZERO

COMB
DESCRIBED AS COMMISSION RATE; BLENDED RATE BASED ON RENEWAL PROBABILITY
+30% COMN +70% COMR
+35.0X OF COMN +65.0% OF COMR

RESX
DESCRIBED AS EXPENSE RATE; RESERVES FOR REPLACEMENT
1996 VALUE - 0.15
1997 VALUE - 0.15
THEREAFTER - GROWING AT GROWTH RATE EXPG

CONSTANT

MISCELLANEOUS INCOMES
- ---------------------

MESCELLANEOUS
1996 VALUE - 50,000
1997 VALUE - 50,000
THEREAFTER - GROWING AT GROWTH RATE TMPG

/1
ZERO


<PAGE>


                                                                          PAGE 5

EXPENSES
- --------

COMMON AREA MAINT., REFERRED TO AS CAMX
DESCRIBED  AS COMMON  AREA MAINTENANCE CHARGE; EXCLUSIVE OF MANAGEMENT AND
INCLUDING FOOD COURT EXPENSES.
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE - 1,500,000
1997 VALUE - 1,500,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

CAM-ANCHORS            , REFERRED TO AS CAMA
DESCRIBED AS CAM; ANCHOR CONTRIBUTIONS
AN INFORMATIONAL EXPENSE
 1996 VALUE -     208,131
 1997 VALUE -     261,644
 1998 VALUE -     270,801
 1999 VALUE -     280,279
 2000 VALUE -     290,089
 2001 VALUE -     300,242
 2002 VALUE -     310,750
 2003 VALUE -     321,627
 2004 VALUE -     332,883
 2005 VALUE -     344,534
 2006 VALUE -     356,593
 2007 VALUE -     369,074
 2008 VALUE -     381,991
 2009 VALUE -     395,361
 2010 VALUE -     409,199
 2011 VALUE -     423,521
 2012 VALUE -     438,344
 2013 VALUE -     453,686
 2014 VALUE -     469,565
 2015 VALUE -     437,835
 2016 VALUE -     448,627
 2017 VALUE -     464,329
 2018 VALUE -     480,581
 2019 VALUE -     464,824
 2020 VALUE -     312,507
 2021 VALUE -     107,815
 2022 VALUE -        0.00
 2023 VALUE -        0.00
 2024 VALUE -        0.00
 2025 VALUE -        0.00
 2026 VALUE -        0.00
 THEREAFTER - CONSTANT

CAM-MALL SHOPS      , REFERRED TO AS CAMM
DESCRIBED AS MALL SHOPS CAM (INCLUDING MANAGEMENT) ALLOCATION.
AN INFORMATIONAL EXPENSE
+82.0% OF CAMR

CAM-MALL SHOP REC., REFERRED TO AS CAMS
DESCRIBED AS CAM RECOVERY; INTERIOR, EXTERIOR, MANANGEMENT PLUS ADIMISTRATIVE
AN INFORMATIONAL EXPENSE
1996 VALUE - 1,886,000
THEREAFTER - +115.0X OF CAMM-100.0% OF CAMA

TAXES         , REFERRED TO AS TAXX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE - 350,262
1997 VALUE - 350,262
THEREAFTER - GROWING AT GROWTH RATE TAXG

TAX-BUILDERS SQ.           , REFERRED lO AS TAXB
AN INFORMATIONAL EXPENSE
+16 6% OF TAXX


<PAGE>


                                                                          PAGE 6

TAX-MALL SHOPS , REFERRED TO AS TAXM
AN INFORMATIONAL EXPENSE
+100.0% OF TAXX-100 0% OF TAXA

TAX ANCHOR CONT. , REFERRED TO AS TAXA
AN INFORMATIONAL EXPENSE
1996 VALUE -      164,551
1997 VALUE -      164,551
1998 VALUE -      170,311
1999 VALUE -      176,271
2000 VALUE -      182,441
2001 VALUE -      188,827
2002 VALUE -      195,435
2003 VALUE -      202,275
2004 VALUE -      209,355
2005 VALUE -      216,682
2006 VALUE -      224,266
2007 VALUE -      232,115
2008 VALUE -      240,239
2009 VALUE -      248,648
2010 VALUE -      257,351
2011 VALUE -      266,358
2012 VALUE -      275,680
2013 VALUE -      285,329
THEREAFTER - CONSTANT

LEGAL 8 ACCOUNTING, REFERRED TO AS LGLX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE - 75,000
1997 VALUE - 75,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

FOOD COURT EXPENSE, REFERRED TO AS FDCX
AN INFORMATIONAL EXPENSE
1996 VALUE - 250,000
1997 VALUE - 250,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

MARKETING CONT. , REFERRED TO AS MKTX
AN INFORMATIONAL EXPENSE
1996 VALUE - 80,000
1997 VALUE - 80,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

LEASING EXPENSES , REFERRED TO AS LEAX
AN INFORMATIONAL EXPENSE
1996 VALUE - 120,000
1997 VALUE - 120,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

SPECIALTY LEASING , REFERRED TO AS SPCX
AN INFORMATIONAL EXPENSE
1996 VALUE - 71,000
1997 VALUE - 71,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

GENERAL & ADMIN. , REFERRED TO AS G&AX
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE - 40,000
1997 VALUE - 40,000
THEREAFTER - GROWING AT GROWTH RATE MISG

CAM-FOOD COURT , REFERRED TO AS CAMF
AN INFORMATIONAL EXPENSE
1996 VALUE - 100,000
1997 VALUE - 100,000
THEREAFTER - GROWING AT GROWTH RATE EXPG


<PAGE>


                                                                          PAGE 7

MISCELLANEOUS           , REFERRED TO AS MISC
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE - 25,000
1997 VALUE - 25,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

INTERIOR CAM           , REFERRED TO AS CAMI
DESCRIBED AS INTERIOR COMMON AREA EXPENSE
AN INFORMATIONAL EXPENSE
1996 VALUE - 600,000
1997 VALUE - 600,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

EXTERIOR CAM           , REFERRED TO AS CAME
DESCRIBED AS EXTERIOR COMMON AREA EXPENSE
AN INFORMATIONAL EXPENSE
1996 VALUE - 400,000
1997 VALUE - 400,000
THEREAFTER - GROWING AT GROWTH RATE EXPG

RECOVERY CAM           , REFERRED TO AS CAMR
DESCRIBED AS CAM RECOVERY; CAM EXPENSE PLUS MANAGEMENT EXPENSE. FOR RECOVERY
PURPOSES ONLY.
AN INFORMATIONAL EXPENSE
+100.0% OF CAMX+100.0% OF MGTX

MANAGEMENT EXPENSE, REFERRED TO AS MGTX
DESCRIBED AS MANAGEMENT EXPENSE; FOR RECOVERY PURPOSES ONLY.
AN INFORMATIONAL EXPENSE

1996 VALUE -      343,974
1997 VALUE -      351,430
1998 VALUE -      356,472
1999 VALUE -      365,080
2000 VALUE -      372,924
2001 VALUE -      378,829
2002 VALUE -      384,937
2003 VALUE -      386,927
2004 VALUE -      382,024
2005 VALUE -      412,645
2006 VALUE -      426,981
2007 VALUE -      438,946
2008 VALUE -      444,555
2009 VALUE -      457,993
2010 VALUE -      471,276
2011 VALUE -      478,161
THEREAFTER - CONSTANT

FOOD COOURT CAM , REFERRED TO AS FCTC
DESCRIBED AS CAM FOOD COURT; FOOD COURT ALLOCATTION OF CAM.
AN INFORMATIONAL EXPENSE
+18.0% OF CAMR

VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE - 1.00  
1997 VALUE - 1.00  
1998 VALUE - 2.00  
1999 VALUE - 3.00
THEREAFTER - CONSTANT

MANAGEMENT FEE
- --------------


<PAGE>


                                                                          PAGE 8

PERCENTAGE OF MINIMUM AND PERCENTAGE RENTS ONLY
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1996 VALUE - 4.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD METHOD #1 - 0.000% OF TOTAL RENT 
STANDARD METHOD #2 - 0.000% OF TOTAL RENT 
STANDARD METHOD #3 - 0.000% OF TOTAL RENT 
STANDARD METHOD #4 - 0.000% OF TOTAL RENT 
STANDARD METHOD #5 - 0.000% OF TOTAL RENT

COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT 
STANDARD METHOD #2 - CASHED OUT 
STANDARD METHOD #3 - CASHED OUT 
STANDARD METHOD #4 - CASHED OUT 
STANDARD METHOD #5 - CASHED OUT

ALTERATION CALCULATION
- ----------------------

NONE

ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT 
STANDARD METHOD #2 - CASHED OUT 
STANDARD METHOD #3 - CASHED OUT 
STANDARD METHOD #4 - CASHED OUT 
STANDARD METHOD #5 - CASHED OUT

COMMON AREA MAINTENANCE POOL
- ----------------------------

CONTRIBUTIONS CONTAINED IN EXPENSE CAMA
BASED ON  RECOVERIES  ASSIGNED  TO COST  CENTER 3 - CAMA-CAM  ANCHORS FOR THOSE
TENANTS WITH THE FOLLOWING PRIMARY CLASSIFICATION CODE(S):
     4 - ANCHOR TENANTS
     5 - CINEMA

CAPITAL EXPENDITURES
- --------------------


<PAGE>


                                                                          PAGE 9

STRUCTURAL RESERVE
MARKET RATE RESX MULTIPLIED BY AREA MEASURE TGLA

/1
ZERO

PRIMARY CLASSIFICATION CODES
- ----------------------------

1 - IN-LINE MALL SHOPS 
2 - FOOD COURT TENANTS  
3 - KIOSK TENANTS 
4 - ANCHOR TENANTS 
5 - CINEMA

SECONDARY CLASSIFICATION CODES
- ------------------------------

 1 - TENANTS  < 750 
 2 - TENANTS  751-1200  
 3 - TENANTS  1201-2000  
 4 - TENANTS 2001-3500 
 5 - TENANTS  3501-5000 
 6 - TENANTS  5001-10000 
 7 - TENANTS > 10000 
 8 - FOOD COURT TENANTS 
 9 - KIOSK TENANTS 
10 - ANCHOR TENANTS 
11 - CINEMA

COST CENTERS
- ------------

 1 - CAMM-MALL SHOPS 
 2 - TAXM-MALL SHOPS 
 3 - CAMA-CAM ANCHORS 
 4 - TAXA-TAX ANCHORS 
 5 - INSURANCE 
 6 - HVAC RECOVERY 
 7 - SPRINKLER RECOVERY 
 8 - CAMF-FOOD COURT 
 9 - UTILITY RECOVERY 
10 - COMPACTOR RECOVERY 
11 - SEARS TAX RECOVERY

SALES VOLUME PROFILE
- --------------------

           PERCENT OF       RELATIVE
 MONTH    ANNUAL SALES       VOLUME
 -----    ------------       ------
  JAN         8.33%           1.00
  FED         8.33%           1.00
  MAR         8.33%           1.00
  APR         8.33%           1.00
  MAY         8.33%           1.00
  JUN         8.33%           1.00
  JUL         8.33%           1.00
  AUG         8.33%           1.00
  SEP         8.33%           1.00
  OCT         8.33%           1.00
  NOV         8.33%           1.00
  DEC         8.33%           1.00
            ------          ------


<PAGE>


                                                                         PAGE 10

TOTALS        100.00%         12.00

GLOBAL RECOVERIES
- -----------------

CAM-MALL SHOP REC.,  REFERRED TO AS CAMM 
ASSIGNED TO COST CENTER        1 - CAMM-MALL SHOPS 
PRO RATA SHARE RECOVERY OF EXPENSE CAMS 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OCCS  
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

TAX-MALL SHOPS       , REFERRED TO AS TAXM 
ASSIGNED TO COST CENTER      2 - TAXM-MALL SHOPS
PRO RATA SHARE RECOVERY OF EXPENSE TAXM 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE OCCA  
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

GLB1
GLOBAL GROUPING
GLOBAL RECOVERY CAMM
GLOBAL RECOVERY TAXM

FOOD COOURT CAM       , REFERRED TO AS FCTR  
ASSIGNED TO COST CENTER        8 - CAMF-FOOD COURT 
PRO RATA SHARE RECOVERY OF EXPENSE FCTC 
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE FCTA  
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE 
WITH NO CAP 
AND A BASE OF ZERO FOR A COMPLETE PASSTHROUGH

GLB2
GLOBAL GROUPING
GLOBAL RECOVERY TAXM 
GLOBAL RECOVERY FCTR

SPRINKLER REOVERY , REFERRED TO AS SPRK
ASSIGNED TO COST CENTER      7 - SPRINKLER RECOVERY
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - 0.30/SF
YEAR 2 VALUE - 0.30/SF
THEREAFTER   - GROWING AT GROWTH RATE EXPG
CAP          - NONE

GLB3
GLOBAL GROUPING
GLOBAL RECOVERY CAMM
GLOBAL RECOVERY TAXM
GLOBAL RECOVERY SPRK

GLB4
GLOBAL GROUPING
GLOBAL RECOVERY TAXM
GLOBAL RECOVERY FCTR
GLOBAL RECOVERY SPRK

SPRINKLER RECOVERY, REFERRED TO AS SPIR
ASSIGNED TO COST CENTER      7 - SPRINKLER RECOVERY
RECOVERY OF AMOUNTS OR RATES GROWING AT A RATE
YEAR 1 VALUE - 0.30/SF
YEAR 2 VALUE - 0.30/SF
THEREAFTER   - GROWING AT GROWTH RATE EXPG
CAP          - NONE


<PAGE>


                                                                         PAGE 11

TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET

REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 9 REFERENCE TENANT(S):

- --------------------------------------------------------------------------------

# 1 - REF1
BASE LEASE DATES:        1/1996 TO 12/2010
TYPE OF TENANT:          RETAIL
SQUARE FOOTAGE:               1
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -       0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH         VACANT    SQ FT    MONTHS OF
TERM   YEARS.MONTHS   MONTHS  INCREASE   FREE RENT      COMMISSIONS  ALTERATIONS
- ----   ------------   ------  --------   ---------      -----------  -----------

1      10.00            2       NONE       NONE             YES          YES
2      10 00            2       NONE       NONE             YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT1
MULTIPLIED BY 1.000,  OR FINAL RENT GROWING AT     0.00% 
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 
FINAL   EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB3

RENEWAL COMMISSIONS: MARKET RATE COMB


<PAGE>


                                                                         PAGE 12

RENEWAL PAYOUT:         CASHED OUT

RENEWAL ALTERATIONS:    MARKET RATE ALTB
RENEWAL PAYOUT:         CASHED OUT

- --------------------------------------------------------------------------------

# 2 - REF2
BASE LEASE DATES:       1/1996 TO12/2010
TYPE OF TENANT:         RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           1 - IN-LINE MALL SHOPS
SECONDARY CODE:         2 - TENANTS 751-1200
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -          0/YEAR
THEREAFTER - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

       LENGTH          VACANT  SQ FT      MONTHS OF
TERM   YEARS.MONTHS    MONTHS  INCREASE   FREE RENT   COMMISSIONS   ALTERATIONS
- ----   ------------    ------  --------   ---------   -----------   -----------

1      10.00           2       NONE         NONE           YES           YES
2      10 00           2       NONE         NONE           YES           YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT2
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT       0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB3

RENEWAL COMMISSIONS:   MARKET RATE COMB
RENEWAL PAYOUT:        CASHED OUT

RENEWAL ALTERATIONS:   MARKET RATE ALTB
RENEWAL PAYOUT:        CASHED OUT

- --------------------------------------------------------------------------------

# 3 - REF3
 BASE LEASE DATES:       1/1996  TO 12/2010
 TYPE OF TENANT:         RETAIL
 SQUARE FOOTAGE:              1
 PRIMARY CODE:                1 - IN-LINE MALL SHOPS
 SECONDARY CODE:              3 - TENANTS 1201-2000



<PAGE>


                                                                         PAGE 13

SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -     0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -    0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

           LENGTH     VACANT      SQ FT    MONTHS OF
TERM    YEARS.MONTHS   MONTHS   INCREASE  FREE RENT   COMMISSIONS   ALTERATIONS
- ----    ------------   ------   --------  ---------   -----------   -----------

1          10.00        2         NONE       NONE        YES            YES
2          10 00        2         NONE       NONE        YES            YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT3
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT     0.00% 
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE 

RENEWAL PERCENTAGE RENT:  
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB3

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 4 - REF4
BASE LEASE DATES:      1/1996 TO 12/2010
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        1
PRIMARY CODE:          1 - IN-LINE MALL SHOPS
SECONDARY CODE:        4 - TENANTS 2001-3500
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -    0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -         0/YEAR
THEREAFTER - GROWING AT    0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE


<PAGE>


                                                                         PAGE 14

COMMISSIONS: NONE
ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS ALTERATIONS
- ----     ------------   ------   --------   ----------  ----------- -----------
1           10.00         2        NONE       NONE          YES         YES
2           10.00         2        NONE       NONE          YES         YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT,  MARKET RATE MKT4
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT      0.00% 
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF 
10.00 AFTER MONTH 60 
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE 

RENEWAL PERCENTAGE RENT:  
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB3

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTO
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 5 - REF5
BASE LEASE DATES:      l/1996 TO 12/2010
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        1
PRIMARY CODE:          1 - IN-LINE MALL SHOPS
SECONDARY CODE:        5 - TENANTS 3501-5000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - O/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT      MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----     ------------   ------   --------   ---------   -----------  -----------
1           10.00         2        NONE       NONE          YES          YES
2           10.00         2        NONE       NONE          YES          YES

RENEWAL MINIMUM RENT:


<PAGE>


                                                                         PAGE 15

100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT5
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB3
RENEWAL COMMISSIONS:  MARKET RATE COMB
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  MARKET RATE ALTB
RENEWAL PAYOUT:       CASHED OUT

- --------------------------------------------------------------------------------

# 6 - REF6
BASE LEASE DATES:      1/1996 TO 12/2010
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        1
PRIMARY CODE:          1 - IN-LINE MALL SHOPS
SECONDARY CODE:        6 - TENANTS 5001-10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT     - 0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES -        0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT      MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT   COMMISSIONS  ALTERATIONS
- ----     ------------   ------   --------   ---------   -----------  -----------
1           10.00         2        NONE        NONE          YES         YES
2           10.00         2        NONE        NONE          YES         YES

RENEWAL MINIMUM RENT:
100.00X OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT6
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING


<PAGE>


                                                                         PAGE 16

GLOBAL RECOVERY GLB3

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 7 - REF7
BASE LEASE DATES:      1/1996 TO 12/201D
TYPE OF TENANT:        RETAIL
SQUARE FOOTAGE:        1
PRIMARY CODE:          1 - IN-LINE MALL SHOPS
SECONDARY CODE:        7 - TENANTS > 10000
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - 0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS  ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------  -----------
1           10.00         2        NONE       NONE         YES         YES
2           10.00         2        NONE       NONE         YES         YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT7
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 60
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB3

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 8 - REF8
BASE LEASE DATES:      1/1996 TO 12/2010
TYPE OF TENANT:        RETAIL


<PAGE>


                                                                         PAGE 17

SQUARE FOOTAGE:    1
PRIMARY CODE:      2 - FOOD COURT TENANTS
SECONDARY CODE:    8 - FOOD COURT TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - 0/YEAR
THEREAFTER    - GROWING AT D.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT
RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT     SQ FT    MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS  ALTERATIONS
- ----     ------------   ------   --------   ---------  -----------  -----------
1            7.00         2         NONE      NONE         YES          YES
2            7.00         2         NONE      NONE         YES          YES
3            7.00         2         NONE      NONE         YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT8
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0 00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 36
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB4

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: MARKET RATE ALTB
RENEWAL PAYOUT:      CASHED OUT

- --------------------------------------------------------------------------------

# 9 - REF9
BASE LEASE DATES:  1/1996 TO 12/2010
TYPE OF TENANT:    RETAIL
SQUARE FOOTAGE:         1
PRIMARY CODE:           3 - KIOSK TENANTS
SECONDARY CODE:         9 - KIOSK TENANTS
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT - 0.00/SF/YR

PERCENTAGE RENT:
INITIAL SALES - 0/YEAR
THEREAFTER    - GROWING AT 0.00%
WITH A NATURAL BREAKPOINT PLUS MINIMUM RENT


<PAGE>


                                                                         PAGE 18

RECAPTURES: NONE

RECOVERIES: NONE

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

            LENGTH      VACANT    SQ FT     MONTHS OF
TERM     YEARS.MONTHS   MONTHS   INCREASE   FREE RENT  COMMISSIONS ALTERATIONS
- ----     ------------   ------   --------   ---------  ----------- -----------
1            5.00         2        NONE       NONE         YES          YES
2            5.00         2        NONE       NONE         YES          YES
3            5.00         2        NONE       NONE         YES          YES
4            5.00         2        NONE       NONE         YES          YES

RENEWAL MINIMUM RENT:
100.00% OF HIGHER OF 100.00% OF FINAL EFFECTIVE RENT, MARKET RATE MKT9
MULTIPLIED BY 1.000, OR FINAL RENT GROWING AT 0.00%
FROM DATE OF ESTABLISHMENT
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 24
FINAL EFFECTIVE RENT IS LAST MINIMUM PLUS OVERAGE

RENEWAL PERCENTAGE RENT:
SALES AND OVERAGE PERCENTAGE(S) WILL CONTINUE FROM BASE LEASE

RENEWAL RECOVERIES:

GLOBAL GROUPING
GLOBAL RECOVERY GLB3

RENEWAL COMMISSIONS: MARKET RATE COMB
RENEWAL PAYOUT:      CASHED OUT

RENEWAL ALTERATIONS: NONE



<PAGE>


                            MONTEHIEDRA TOWN CENTER
                                EXPIRATION REPORT
                        YEARS 1997 TO 2007, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS

<TABLE>
<CAPTION>
                                     TERM/      BASE              TOTAL     MARKET
TENANT                 SQUARE FT   END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------                 ---------   --------   -------  -------   -------   -------
<S>                          <C>    <C>        <C>        <C>     <C>       <C>   
# 85-SUITE 900                      INITIAL
MR PRETZELS                   90    12/1999    389.60     9.20    398.80    168.73

# 88-SUlTE 930                      INITIAL
GAFAS Y GAFAS                180    12/1999    133.33     9.20    142.53    168.73

# 92-SUITE 980                      INITIAL
GOODIES                      180    12/1999    133.33     9.20    142.53    168.73
                           -----               ------    -----   -------    ------
3 CY 99 EXPIRATIONS          450               184.59     9.20    193.79    168.73

# 87-SUITE 920                      INITIAL
PIERCING PAGODA              180     2/2000    282.13     5.53    287.67    168.73

# 90-SUITE 960                      INITIAL
BEEPERS CONNECTION            90     3/2000    133.33     9.47    142.80    168.73

# 86-SUITE 910                      INITIAL
ROORICAST                     90    11/2000    160.00     9.47    169.47    168.73
                           -----               ------    -----   -------    ------
3 CY100 EXPIRATIONS          360               214.40     7.50    221.90    168.73
                           -----               ------    -----   -------    ------
6 CUMULATIVE EXPS            810               197.84     8.44    206.28    168.73

# 89-SUITE 950                      INITIAL
VALIJA GATANA                180     1/2001    163.33     9.80    173.13    174.64

# 59-SUITE 621                      INITIAL
LORD JIM LEATHER             800    12/2001     30.00     9.82     39.83     36.15
                           -----               ------    -----   -------    ------
2 CY101 EXPIRATIONS          980                54.49     9.82     64.31     61.59
                           -----               ------    -----   -------    ------
8 CUMULATIVE EXPS          1,790               119.36     9.20    128.55    110.07

# 56-SUITE 612                      INITIAL
CROSSWAY BEAUTY              495     6/2002     49.07    10.16     59.22     37.35

# 84-SUITE 890                      INITIAL
GODDESS                      180    11/2002    166.67    10.13    176.80    180.75

# 57-SUITE 615                      INITIAL
MONTEHIEDRA                  585    11/2002     50.75    10.13     60.88     37.35
                           -----               ------    -----   -------    ------
3 CY102 EXPIRATIONS        1,260                66.65    10.14     76.79     57.84
                           -----               ------    -----   -------    ------
11 CUMULATIVE EXPS         3,050                97.58     9.59    107.17     88.49

# 3-SUITE 30                        INITIAL           
THE HORSE LOVERS'            800     8/2003     37.01    10.44     47.45     37.41
                           -----               ------    -----   -------    ------
</TABLE>


<PAGE>


                                                                          PAGE 2
<TABLE>
<CAPTION>
                                     TERM/      BASE              TOTAL     MARKET
TENANT                 SQUARE FT   END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------                 ---------   --------   -------  -------   -------   -------
<S>                          <C>    <C>        <C>        <C>     <C>       <C>   
1 CY103 EXPIRATIONS          800                37.01    10.44     47.45     37.41
                           -----               ------    -----   -------    ------
12 CUMULATIVE EXPS         3,850                84.99     9.77     94.76     77.88


# 23-SUITE 250                      INITIAL
THE BOOK SHOP              1,716     4/2004     47.38    10.87     58.25     33.56

# 73-SUITE 770                      INITIAL
PATR1CA                    2,025     5/2004     29.87    10.87     40.73     28.40

# 55-SUITE 610                      INITIAL
POSTAL ZONE                1,080     7/2004     30.00    10.87     40.87     38.72

# 25-suite 270                      INITIAL
DONATO                     4,309    11/2004     34.74    10.87     45.61     25.82

# 83-suite 880                      INITIAL
EKENIRIX                     678    11/2004     41.36    10.88     52.25     40.02

# 26-SUITE 28D                      INITIAL
PAYLESS SHOESOURCE         4,363    11/2004     21.07     3.89     24.96     25.82

# 9-SUITE 90                        INITIAL
REQUERDOS                  2,215    11/2004     24.00    10.87     34.87     28.40

# 18-SUITE 200                      INITIAL
CLAIRE'S BOUTIQUE            940    11/2004     37.23    10.93     48.15     38.72

# 19-SUITE 210                      INITIAL
NOVUS                      2,995    11/2004     43.25    11.14     54.39     28.40

# 2-SUITE 20                        INITIAL
ME SALVE                   4,968    11/2004     15.00    11.14     26.14     25.82

# 61-SUITE 640                      INITIAL
BRILLANTIF JOYEROS           800    11/2004     71.49    10.86     82.35     38.72

# 63-SUITE 660                      INITIAL
CINE FOTO                  1,000    11/2004     45.00    10.87     55.87     38.72

# 67-SUITE 710                      INITIAL
INFINITO                   4,360    11/2004     29.90    10.87     40.77     25.82

# 28-SUITE 300                      INITIAL
PUERTOS ESCANDIDOS         1,738    12/2004     36.79    10.87     47.66     34.74

# 29-SUITE 310                      INITIAL
PEARLE VISION              1,905    12/2004     25.00    11.14     36.14     34.74

# 70-SUITE 740                      INITIAL
KINDER MODE                1,573    12/2004     33.24    12.21     45.45     34.74

# 44-SUITE 480                      INITIAL
TACO MAKER                   530    12/2004    116.74    93.42    210.16     86.84

# 82-SUITE 860                      INITIAL
SALON DE ORO                 902    12/2004     53.61    10.87     64.48     40.08

# 11-SUITE 110                      INITIAL
MAMBO                      1,500    12/2004     34.87    10.87     45.74     34.74

# 91-SUITE 970                      INITIAL
SUNGLASS HUT                 180    12/2004    133.33    10.87    144.20    200.40
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                     TERM/      BASE              TOTAL     MARKET
TENANT                 SQUARE FT   END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------                 ---------   --------   -------  -------   -------   -------
<S>                          <C>    <C>        <C>        <C>     <C>       <C>   
# 62-SUITE 650                      INITIAL
PRECIOSA                   1,602    12/2004     45.69    11.14     56.82     34.74
                           -----               ------    -----   -------    ------
21 CY104 EXPIRATIONS      41,379                33.65    11.32     44.96     31.66
                           -----               ------    -----   -------    ------
33 CUMULATIVE EXPS        45,229                38.02    11.18     49.20     35.59


# 66-SUITE 690                      INITIAL
MARIANNE                  10,481     1/2005     28.62    12.10     40.71     20.04

# 40-SUITE 420                      INITIAL
DELECIAS                     777     1/2005     30.01    12.22     42.22     40.08

# 41-SUITE 450                      INITIAL
SBARRO                       700     1/2005    111.77    97.46    209.23     86.84

# 30-SUITE 320                      INITIAL
CALZADOS PIMPOLIN          1,200     1/2005     30.00    12.21     42.21     40.08

# 80-SUITE 840                      INITIAL
IMPERIAL BEAUTY            1,628     1/2005     35.00    12.21     47.20     34.74

# 47-SUITE 510                      INITIAL
COUNTRY PIT                  651     1/2005    113.57    97.46    211.02     86.84

# 48-SUITE 520                      INITIAL
KFC                          768     1/2005     86.69    97 41    184.09     86.84

# 32-SUITE 350                      INITIAL
ONE PRICE CLOTHING         4,360     1/2005     20.00    11.75     31.75     26.72

# 85-SUITE 900                     RENEWAL 1
MR. PRETZELS                  90     2/2005    478.93    12.13    491.07    200.40

# 75-SUITE 790                      INITIAL
REQUEST JEANS              2,212     2/2005     20.00    12.20     32.20     29.39

# 77-SUITE 810                      INITIAL
BOSTONIAN                  1,335     2/2005     37.72    11.41     49.12     34.74

# 17-SUITE 19D                      INITIAL
SPEC'S MUSIC               3,410     2/2005     35.00    12.20     47.20     29.39

# 88-SUITE 930                     RENEWAL 1
GAFAS Y GAFAS                180     2/2005    185.60    12.13    197.73    200.40

# 42-SUITE 460                      INITIAL
EL SANDWICHON                360     2/2005     76.80    97.47    174.27     86.84

# 33-SUITE 351                      INITIAL
ATHLETIC ATTIC             2,042     2/2005     42.08    12.20     54.28     29.39

# 71-SUITE 750                      INITIAL
EYE CENTER                 1,596     2/2005     30.00    12.20     42.20     34.74

# 21-SUITE 230                      INITIAL
GENERAL NUTRITION          1,730     2/2005     45.40    11.63     57.02     34.74

# 92-SUITE 980                     RENEWAL 1
GOODIES                      180     2/2005    185.60    12.13    197.73    200.40
</TABLE>


<PAGE>


                                                                          PAGE 4

<TABLE>
<CAPTION>
                                     TERM/      BASE              TOTAL     MARKET
TENANT                 SQUARE FT   END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------                 ---------   --------   -------  -------   -------   -------
<S>                          <C>    <C>        <C>        <C>     <C>       <C>   
# 24-SUITE 260                      INITIAL
KRESS & KRESS KIDS         6,331     3/2005     27.67     9.62     37.29     24.05

# 87-SUITE 920                     RENEWAL 1
PIERCING PAGODA              180     4/2005    335.07    12.13    347.20    200.40

# 8-SUITE 80                        INITIAL                      
KIDZ WORLD                 2,094     4/2005     30.00    12.20     42.20     29.39

# 34-SUITE 360                      INITIAL                      
CASA DE LOS TAPES          3,126     4/2005     36.03    12.20     48.23     29.39

# 27-SUITE 290                      INITIAL                      
CASA FEBUS                 4,360     4/2005     30.67    12.20     42.88     26.72

# 64-SUITE 670                      INITIAL                      
CROSSWAY FAMILY            1,430     5/2005     47.09    12.20     59.29     34.74

# 49-SUITE 530                      INITIAL                      
GALLERIA GIRASOL             757     5/2005     56.48    12.21     68.69     40.08

# 76-SUITE 800                      INITIAL                      
STEPHANIE ADDLER           2,094     5/2005     23.00    12.20     35.20     29.39

# 7-SUITE 70                        INITIAL                      
LA GRAN VIA                4,360     5/2005     30.00    12.20     42.20     26.72

# 90-SUITE 960                     RENEWAL 1                     
BEEPERS CONNECTION            90     5/2005    185.60    12.13    197.73    200.40

# 78-SUITE 820                      INITIAL                      
KITTY LAND                   990     5/2005     90.63    12.21    102.84     40.08

# 13-SUITE 130                      INITIAL                      
THE PRO IMAGE              1,461     5/2005     35.00    12.20     47.20     34.74

# 14-SUITE 140                      INITIAL                      
ELECTRONICS B ANTI.        1,461     5/2005     55.93    12.20     68.12     34.74

# 16-SUITE 180                      INITIAL                      
THOM MCAN FOOTWEAR         2,978     6/2005     25.43    12.20     37.64     29.39

# 68-SUITE 720                      INITIAL                      
KAY BEE TOYS               4,317     6/2005     24.85    11.63     36.48     26.72

# 46-SUITE 500                      INITIAL                      
CHOPSTICKS                   651     7/2005     93.25    97.46    190.71     86.84

# 93-SUITE 990                      INITIAL                      
HOWARD JOHNSON'S             180     7/2005    200.00    12.20    212.20    200.40

# 50-SUITE 550                      INITIAL                      
VICTORIAN ROOM               709     9/2005     63.05    12.19     75.23     41.42

# 5-SUITE 40                        INITIAL                      
LA DEFENSA                 2,394    10/2005     24.00    12.21     36.21     29.39

# 22-SUITE 240                      INITIAL                      
MADELENE BOUT1OUE          1,780    10/2005     34.00    12.20     46.20     34.74

# 31-SUITE 330                      INITIAL                      
PARTY LAND                 4,029    10/2005     20.00    12.20     32.20     26.72
</TABLE>                                                         
                                                                 
                                                                
<PAGE>


                                                                          PAGE 5

<TABLE>
<CAPTION>
                                     TERM/      BASE              TOTAL     MARKET
TENANT                 SQUARE FT   END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------                 ---------   --------   -------  -------   -------   -------
<S>                          <C>    <C>        <C>        <C>     <C>       <C>   
# 54-SUITE 600                      INITIAL
FOOTCACTION                4,966    11/2005     37.77     12.20    49.97     26.72

# 43-SUITE 470                      INITIAL
FLAMERS                      461    12/2005    193.77     97.46   291.23     89.88
                           -----               ------     -----   ------    ------
41 CY105 EXPIRATIONS      84,899                37.21     15.52    52.73     32.62
                           -----               ------     -----   ------    ------
74 CUMULATIVE EXPS       130,128                37.49     14.02    51.50     33.65


# 86-SUITE 910                     RENEWAL 1
ROORICAST                     90     1/2006    192.13     11.87   204.00    207.41

# 65-SUITE 680                      INITIAL
BANCO SANTANDER            1,553     1/2006     40.00     11.79    51.79     35.95

# 10-SUITE 100                      INITIAL
ALMACENES GONZALEZ         2,861     1/2006     30.00     11.85    41.85     30.42

# 45-SUITE 490                      INITIAL
LA PAPILLA                   370     3/2006    164.79    100.83   265.62     89.88

# 81-SUITE 850                      INITIAL
LE CLUB                    4,005     3/2006     25.00     11.79    36.79     27.65

# 89-SUITE 950                     RENEWAL 1
VALIJA GATANA                180     3/2006    192.07     11.85   203.80    207.41

# 58-SUITE 620                      INITIAL
IN DETAIL                    990     4/2006     25.01     11.79    36.80     41.48

# 79-SUITE 830                      INITIAL
PETLAND                    2,904     6/2006     21.91     11.85    33.76     30.42

# 53-SUITE 595                      INITIAL
CLICK                      2,180     8/2006     27 43     11.85    39.29     30.42

# 20-SUITE 220                      INITIAL
BAKERS                     2,588    11/2006     45.26      9.06    54.32     30.42

# 72-SUITE 760                      INITIAL
JW                         1,383    11/2006     37.15      8.93    46.08     35.95

# 6-SUITE 50                        INITIAL
ATHLETIC EXPRESS           3,294    11/2006     29.34     11.28    40.61     30.42

# 74-SUITE 780                      INITIAL
ATICO ANTIQUES             2,343    11/2006     34.55     11.80    46.35     30.42

# 51-SUITE 560                      INITIAL
J. RIGGINS                 2,501    11/2006     23.00      9.06    32.06     30.42

# 52-SUITE 580                      INITIAL
OAK TREE                   2,086    11/2006     27.99      9.06    37.05     30.42

# 69-SUITE in 0                     INITIAL
WILD PAIR                  1,383    12/2006     41.79      9.07    50.85     37.21

# 60-SUITE 631                      INITIAL
HILL MONOGRAMS               751    12/2006     34.99     11.81    46.80     42.93
</TABLE>


<PAGE>


                                                                          PAGE 6

<TABLE>
<CAPTION>
                                     TERM/      BASE              TOTAL     MARKET
TENANT                 SQUARE FT   END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------                 ---------   --------   -------  -------   -------   -------
<S>                          <C>    <C>        <C>        <C>     <C>       <C>   
# 12-SUITE 120                      INITIAL
5-7-9                      1,554    12/2006     54.56     9.06     63.61     37.21

# 4-SUITE 31                        INITIAL
XPLOSIF                    3,419    12/2006     24.45    11.79     36.24     31.49

# 97-SUITE 1130                     INITIAL
TECHNOLOGY SHOP            2,180    12/2006     29.61    11.78     41.39     31.49

20 CY106 EXPIRATIONS      38,615                33 36    11.79     45.15     33.56

94 CUMULATIVE EXPS       168,743                36.54    13.51     50.05     33.63

# 39-SUITE 400                      INITIAL
TIME-OUT                   2,082     1/2007     28.87     9.37     38.24     31.49

# 94-SUITE 1000                     INITIAL
VACANT IN-LINE***          2,725     5/2007     30.65    12.16     42.81     31.49

# 95-SUITE 1100                     INITIAL
VACANT IN-LINE***          2,525     8/2007     30.65    12.16     42.82     31.49

# 96-SUITE 1120                     INITIAL
VACANT IN-LINE***            350    11/2007     34.11    12.14     46.25     44.37
                         -------               ------    -----   -------    ------
4 CY107 EXPIRATIONS        7,682                30.33    11.40     41.73     32.07
                         -------               ------    -----   -------    ------
98 CUMULATIVE EXPS       176,425                36.27    13.42     49.69     33.56
</TABLE>


<PAGE>


                            MONTEHIEDRA TOWN CENTER
                                 TENANT REGISTER

               TENANT                        SQUARE FEET  BEGIN DATE   END DATE
- ---------------------------------------      ----------   ----------   --------
            1 - IN-LINE MALL SHOPS

 #  2 - SUITE 20  ME SALVE                      4,968      12/1994      11/2004
 #  3 - SUITE 30  THE HORSE LOVERS'               800      11/1996       8/2003
 #  4 - SUITE 31  XPLOSIF                       3,419      12/1996      12/2006
 #  5 - SUITE 40  LA DEFENSA                    2,394      11/1995      10/2005
 #  6 - SUITE 50  ATHLETIC EXPRESS              3,294      12/1996      11/2006
 #  7 - SUITE 70  LA GRAN VIA                   4,360       5/1995       5/2005
 #  8 - SUITE 80  KIDZ WORLD                    2,094       5/1995       4/2005
 #  9 - SUITE 90  REOUERDOS                     2,215       3/1995      11/2004
 # 10 - SUITE 100 ALMACENES GONZALEZ            2,861       2/1996       1/2006
 # 11 - SUITE 110 MAMBO                         1,500       1/1995      12/2004
 # 12 - SUITE 120 5-7-9                         1,554      12/1994      12/2006
 # 13 - SUITE 130 THE PRO IMAGE                 1,461       5/1995       5/2005
 # 14 - SUITE 140 ELECTRONICS BOUTI.            1,461       4/1995       5/2005
 # 15 - SUITE 150 GIRALDA                      14,615      12/1994      11/2009
 # 16 - SUITE 180 THOM MCAN FOOTWEAR            2,978       7/1995       6/2005
 # 17 - SUITE 190 SPEC'S MUSIC                  3,410       3/1995       2/2005
 # 18 - SUITE 200 CLAIRE'S BOUTIQUE               940      12/1994      11/2004
 # 19 - SUITE 210 NOVUS                         2,995       1/1995      11/2004
 # 20 - SUITE 220 BAKERS                        2,588      12/1994      11/2006
 # 21 - SUITE 230 GENERAL NUTRITION             1,730       3/1995       2/2005
 # 22 - SUITE 240 MADELENE BOUTIQUE             1,780      11/1995      10/2005
 # 23 - SUITE 25O THE BOOK SHOP                 1,716       5/1996       4/2004
 # 24 - SUITE 260 KRESS & KRESS KIDS            6,331       4/1995       3/2005
 # 25 - SUITE 270 DONATO                        4,309      12/1994      11/2004
 # 26 - SUITE 280 PAYLESS SHOESOURCE            4,363      12/1994      11/2004
 # 27 - SUITE 290 CASA FEBUS                    4,360       5/1995       4/2005
 # 28 - SUITE 300 PUERTOS ESCANDIDOS            1,738       1/1994      12/2004
 # 29 - SUITE 310 PEARLE VISION                 1,905      12/1994      12/2004
 # 30 - SUITE 320 CALZADOS PIMPOLIN             1,200       5/1995       1/2005
 # 31 - SUITE 330 PARTY LAND                    4,029      11/1995      10/2005
 # 32 - SUITE 350 ONE PRICE CLOTHING            4,360      11/1995       1/2005
 # 33 - SUITE 351 ATHLETIC ATTIC                2,042       3/1995       2/2005
 # 34 - SUITE 360 CASA DE LOS TAPES             3,126       5/1995       4/2005
 # 36 - SUITE 375 DISCOVERY ZONE               10,000       2/1995       2/2015
 # 39 - SUITE 400 TIME-OUT                      2,082       2/1995       1/2007
 # 40 - SUITE 420 DELECIAS                        777       2/1995       1/2005
 # 49 - SUITE 530 GALLERIA GIRASOL                757       5/1995       5/2005
 # 50 - SUITE 550 VICTORIAN ROOM                  709      10/1995       9/2005
 # 51 - SUITE 560 J. RIGGINS                    2,501      12/1994      11/2006
 # 52 - SUITE 580 OAK TREE                      2,086      12/1994      11/2006
 # 53 - SUITE 595 CLICK                         2,180       9/1996       8/2006
 # 54 - SUITE 600 FOOTCACTION                   4,966      12/1995      11/2005
 # 55 - SUITE 610 POSTAL ZONE                   1,080      10/1996       7/2004
 # 56 - SUITE 612 CROSSWAY BEAUTY                 495       8/1996       6/2002
 # 57 - SUITE 615 MONTEHIEDRA                     585      10/1996      11/2002
 # 58 - SUITE 620 IN DETAIL                       990       5/1996       4/2006
 # 59 - SUITE 621 LORD JIM LEATHER                800       3/1996      12/2001
 # 60 - SUITE 631 HILL MONOGRAMS                  751       1/1996      12/2006
 # 61 - SUITE 640 BRILLANTIF JOYEROS              800      12/1994      11/2004
 # 62 - SUITE 650 PRECIOSA                      1,602      12/1994      12/2004
 # 63 - SUITE 660 CINE FOTO                     1,000       7/1995      11/2004
 # 64 - SUITE 670 CROSSWAY FAMILY               1,430       5/1995       5/2005
 # 65 - SUITE 680 BANCO SANTANDER               1,553       2/1996       1/2006
 # 66 - SUITE 690 MARIANNE                     10,481      12/1994       1/2005
 # 67 - SUITE 710 INFINITO                      4,360      12/1994      11/2004
 # 68 - SUITE 720 KAY BEE TOYS                  4,317       7/1995       6/2005
 # 69 - SUITE 730 WILD PAIR                     1,383      12/1994      12/2006
 # 70 - SUITE 740 KINDER MODE                   1,573      11/1994      12/2004
 # 71 - SUITE 750 EYE CENTER                    1,596       3/1995       2/2005
 # 72 - SUITE 760 JW                            1,383      12/1994      11/2006
 # 73 - SUITE 770 PATRICA                       2,025       5/1996       5/2004
 # 74 - SUITE 780 ATICO ANTIQUES                2,343      12/1996      11/2006
 # 75 - SUITE 790 REQUEST JEANS                 2,212       3/1995       2/2005


<PAGE>


MONTEHIEDRA TOWN CENTER                                                  PAGE 2

               TENANT                        SQUARE FEET  BEGIN DATE   END DATE
- ---------------------------------------      ----------   ----------   --------
 # 76 - SUITE 800  STEPHANIE ADDLER             2,094       5/1995       5/2005
 # 77 - SUITE 810  BOSTONIAN                    1,335       3/1995       2/2005
 # 78 - SUITE 820  KITTY LAND                     990       5/1995       5/2005
 # 79 - SUITE 830  PETLAND                      2,904       8/1996       6/2006
 # 80 - SUITE 840  IMPERIAL BEAUTY              1,628       5/1995       1/2005
 # 81 - SUITE 850  LE CLUB                      4,005       4/1996       3/2006
 # 82 - SUITE 860  SALON DE ORO                   902      11/1994      12/20D4
 # 83 - SUITE 880  EKENIRIX                       678      12/1994      11/2004
 # 94 - SUITE 1000 VACANT IN-LINE***            2,725       6/1997       5/2007
 # 95 - SUITE 1100 VACANT IN-LINE***            2,525       9/1997       8/2007
 # 96 - SUITE 1120 VACANT IN-LINE***              350      12/1997      11/2007
 # 97 - SUITE 1130 TECHNOLOGY SHOP              2,180       1/1997      12/2006
                                              -------
            75 TENANTS                        194,029

            2 - FOOD COURT TENANTS

 # 41 - SUITE 450  SBARRO                         700       2/1995       1/2005
 # 42 - SUITE 460  EL SANDWICHON                  360       3/1995       2/2005
 # 43 - SUITE 470  FLAMERS                        461       1/1995      12/2005
 # 44 - SUITE 480  TACO MAKER                     530       1/1995      12/2004
 # 45 - SUITE 490  LA PAPILLA                     370       4/1996       3/2006
 # 46 - SUITE 500  CHOPSTICKS                     651       8/1995       7/2005
 # 47 - SUITE 510  COUNTRY PIT                    651       2/1995       1/2005
 # 48 - SUITE 520  KFC                            768       2/1995       1/2005
                                              -------
     8 TENANTS                                  4,491

            3 - KIOSK TENANTS

 # 84 - SUITE 890  GODDESS                        180      12/1995      11/2002
 # 85 - SUITE 900  MR. PRETZELS                    90       1/1995      12/1999
 # 86 - SUITE 910  ROORICAST                       90      12/1995      11/2000
 # 87 - SUITE 920  PIERCING PAGODA                180       3/1995       2/2000
 # 88 - SUITE 930  GAFAS Y GAFAS                  180       1/1994      12/1999
 # 89 - SUITE 950  VALIJA GATANA                  180       2/1996       1/2001
 # 90 - SUITE 960  BEEPERS CONNECTION              90       3/1995       3/2000
 # 91 - SUITE 970  SUNGLASS HUT                   180       1/1995      12/2004
 # 92 - SUITE 980  GOODIES                        180       1/1995      12/1999
 # 93 - SUITE 990  HOWARD JOHNSON'S               180       8/1995       7/2005
                                              -------
    10 TENANTS                                  1,530

            4 - ANCHOR TENANTS

 #  1 - SUITE 10   KMART                      135,385      10/1994      10/2019
 # 35 - SUITE 370  MARSHALLS                   29,776      12/1994       1/2015
 # 38 - SUITE 390  BUILDERS SQUARE            110,241       9/1994       8/2019
                                              -------
            3 TENANTS                         275,402

            5 - CINEMA

 # 37 - SUITE 380  CARIBBEAN THEATRES          50,000       5/1996       4/2021
                                              -------
            1 TENANTS                          50,000
                                              -------
           97 TENANTS                         525,452
                                              =======


<PAGE>


                                       QUALIFICATIONS OF RICHARD W. LATELLA
================================================================================

Professional Affiliations
Member, American Institute of Real Estate Appraisers
 (MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R
State of Maryland Certified General Real Estate Appraiser #01462
Minnesota Certified General Real Estate Appraiser #20026517
Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348
State of Michigan Certified General Real Estate Appraiser #1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member- International Council of Shopping Centers, ICSC

Real Estate Experience

Senior Director, Retail Valuation Group, Cushman & Wakefield Valuation Advisory
Services. Cushman & Wakefield is a national full service real estate
organization and a Rockefeller Group Company. While Mr. Latella's experience has
been in appraising a full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and specialty centers on a
national basis. As Senior Director of Cushman & Wakefield's Retail Group his
responsibilities include the coordination of the firm's national group of
appraisers who specialize in the appraisal of regional malls, department stores
and other major retail property types. He has personally appraised and consulted
on in excess of 200 regional malls and specialty retail properties across the
country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey, specializing in
the appraisal of commercial and industrial real estate, condemnation analyses
and feasibility studies for both corporate and institutional clients from July
1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local Property and Public
Utility Branch in Trenton, New Jersey, assisting and advising local municipal
and property tax assessors throughout the state from June 1977 to July 1980.

Associate, Warren W. Orpen & Associates, Trenton, New Jersey, assisting in the
preparation of appraisals of residential property and condemnation analyses from
July 1975 to April 1977.

Formal Education
Trenton State College, Trenton, New Jersey
  Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has completed the
requirements under the continuing education program of the Appraisal Institute.


<PAGE>


                                           QUALIFICATIONS OF BRIAN J. BOOTH
================================================================================

General Experience

     Brian J. Booth joined Cushman & Wakefield Valuation Advisory Services in
1995. Cushman & Wakefield is a national full service real estate organization.

     Mr. Booth previously worked for two years at C. Spencer Powell & Associates
in Portland, Oregon, where he was an associate appraiser. He worked on the
analysis and valuation of numerous properties including, office buildings,
apartments, industrials, retail centers, vacant land, and special purpose
properties.

Academic Education

Bachelor of Science (BS)                      Willamette University (1993)
Major: Business-Economics                     Salem, Oregon
Study Overseas (Spring 1992)                  London University
                                               London, England
Appraisal Education

110  Appraisal Principles                     Appraisal Institute       1993
120  Appraisal Procedures                     Appraisal Institute       1994
310  Income Capitalization                    Appraisal Institute       1994
320  General Applications                     Appraisal Institute       1994
410  Standards of Professional Practice A     Appraisal Institute       1993
420  Standards of Professional Practice B     Appraisal Institute       1993

Professional Affiliation

Associate Member, Candidate MAI, Appraisal Institute





This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

               -----------------------------------------------------------------


               COMPLETE APPRAISAL OF
               REAL PROPERTY

               Office Building
               1 Montvale Avenue
               Stoneham, Massachusetts


               -----------------------------------------------------------------



               IN A SUMMARY REPORT
               As of July 25, 1996



               Prepared For

               GMAC Commercial Mortgage Corporation
               650 Dresher Road
               Horsham, PA 19044-8015



               Prepared By:

               Cushman & Wakefield of Massachusetts, Inc.
               Valuation Advisory Services
               101 Arch Street
               Boston, Massachusetts 02110

<PAGE>

Cushman & Wakefield of Massachusetts, Inc.
101 Arch Street, 21st Floor
Boston, MA 02110
Tel: (617) 330-6966
Fax: (617) 951-1349
                                                                 
                                                               CUSHMAN &
                                                               WAKEFIELD
                                                       ROCKEFELLER GROUP COMPANY



August 1, 1996


Mr. Daniel Kesich
GMAC COMMERCIAL MORTGAGE CORPORATION
650 Dresher Road
Horsham, PA 19044-8015

Re: Appraisal of Real Property
    Office Building
    1 Montvale Avenue
    Stoneham, Massachusetts

Dear Mr. Kesich:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Massachusetts, Inc. is pleased to transmit our summary
report estimating the market value of the leased fee estate in the referenced
property.

     As specified in the Letter of Engagement, the value opinion reported below
is qualified by certain assumptions, limiting conditions, certifications, and
definitions, which are set forth in the report.

     This is a complete appraisal prepared in accordance with the Uniform
Standards of Professional Appraisal Practice of The Appraisal Foundation. The
results of the appraisal are being conveyed in a Summary report according to our
agreement. Because this is a summary report, the level of detail of presentation
is less than that found in a self-contained report.

     This report was prepared for GMAC Commercial Mortgage Corporation and it is
intended only for the specified use of said Client. It may not be distributed to
or relied upon by other persons or entities without written permission of the
Appraiser.

     The property was inspected by and the report was prepared by Thomas M.
Mullin. Alan P. Bascom, MAI has inspected the property, reviewed the report and
is in concurrence with the findings herein.

     As a result of our analysis, we have formed an opinion that the market
value of the leased fee estate in the subject property, subject to the
assumptions, limiting conditions, certifications, and definitions, as of July
25, 1996 was:

                              EIGHT MILLION DOLLARS
                                   $8,000,000

<PAGE>

Mr. Daniel Kesich
Page 2
July 25, 1996


     Reference is made to the Market Analysis section of this report for a
discussion on Exposure Period. This letter is invalid as an opinion of value if
detached from the report, which contains the text, exhibits, and an Addenda.


Respectfully submitted,


CUSHMAN & WAKEFIELD OF MASSACHUSETTS, INC.


/s/  Thomas M. Mullin
     -------------------------
     Thomas M. Mullin
     Boston Valuation Advisory Services
     Certification No. MA CG-2433


/s/  Alan P. Bascom
     -------------------------
     Alan P. Bascom, MAI
     Managing Director
     Valuation Advisory Services
     Certification No. MA CG-71


96-9137

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          ADVISORY SERVICES     
                                                     ---------------------------


<PAGE>

                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                                      Office Building

Location:                                           The subject property is
                                                    located at the northwest
                                                    corner of Montvale Avenue
                                                    and Main Street at the core
                                                    of the central business
                                                    district of Stoneham,
                                                    Middlesex County,
                                                    Massachusetts.

Local Tax I.D. No.:                                 Map 17, Lots 276 and 277

Interest Appraised:                                 Leased fee estate

Date of Value:                                      July 25, 1996

Date of Inspection:                                 July 25, 1996

Ownership:                                          SKW II Real Estate Limited
                                                    Partners

Land Area:                                          1.79 acres

FY 1996 Property Assessment:                        $7,162,100

1995 Estimated Ad Valorem Taxes:                    $134,934

Zoning:                                             CB, Central Business

Highest and Best Use

  If Vacant:                                        Commercial development

  As Improved:                                      As developed, with a
                                                    multi-tenant, office
                                                    building


96-9137


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Improvements
  Type:                                             A 3 and 4-story above
                                                    basement/lower level, Class
                                                    A office building of steel
                                                    and masonry construction,
                                                    plus a three-level parking
                                                    garage and parking deck.

  Year Built:                                       Original: 1890
                                                    Rehabilitated: 1987

  Size
    Net Rentable Office Area:                       100,630 square feet
    Net Useable Area:                               86,750 square feet

  Common Area Factor:                               13.8 percent

  Condition:                                        Good

Operating Data and Forecasts
  Current Occupancy:                                98.5%

  Forecasted First Year Occupancy
   (Calendar Year 1997):                            98.7%

  Average Annual Rental Rate
    Actual:                                         $15.00 per square foot

    Forecasted Market Rents
      Under 5,000 SF:                               $17.00 per square foot
      Over 5,001 SF:                                $16.00 per square foot
      Lower Level:                                  $13.00 per square foot
      Storage:                                      $7.00 per square foot

  Operating Expenses
    Last Full Year (1 994):                         $6.20 per net rentable
                                                    square foot

    Budget (1 995):                                 $6.30 per net rentable
                                                    square foot

    Forecasted (1 995):                             $6.53 per net rentable
                                                    square foot

Value Indicators
  Sales Comparison Approach:                        $8,000,000 ($79.50 per
                                                    square foot of net rentable
                                                    area)

  Income Approach:                                  $8,000,000 ($79.50 per
                                                    square foot of net rentable
                                                    area)


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                   Summary of Salient Facts and Conclusions
================================================================================

Discounted Cash Flow Assumptions
  Market Rental Growth Rate                         4.0 %
  Expense Growth Rate:                              4.0%
  Credit Loss Allowance:                            3.0%
  Projected Term of Future Leases:                  5 years
  Vacancy Between Tenants                           6 months
  Renewal Probability:                              50.0%
  Tenant Improvements
      New Tenants:                                  $8.00 per square foot
      Renewal Tenants:                              $2.00 per square foot
    Commission Expense:                             18.0% of Year 1
  Terminal Capitalization Rate:                     10.0%
  Cost of Sale at Reversion:                        3.0%
  Discount Rate:                                    11.5%
  Implicit Year 1 Overall Capitalization Rate:      9.7%

Value Conclusion
  As Is Value Estimate:                             $8,000,000

Resulting Indicators
  Going-in Capitalization Rate
    (Overall Capitalization Rate):                  9.7%

  Price Per Square Foot
    (Net Rentable Area):                            $79.50

Estimated Marketing Time:                           12 months


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                          TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            Page

PHOTOGRAPHS ...............................................................    1

INTRODUCTION
  Identification of Property ..............................................    3
  Property Ownership and Recent History ...................................    3
  Purpose and Function of the Appraisal ...................................    3
  Extent of the Appraisal Process .........................................    3
  Date of Value and Property Inspection ...................................    4
  Property Rights Appraised ...............................................    4
  Definitions of Value, Interest Appraised, and Other Pertinent Terms .....    4
  Legal Description .......................................................    6

NEIGHBORHOOD ANALYSIS .....................................................    7

MARKET ANALYSIS ...........................................................    9

PROPERTY DESCRIPTION ......................................................   14

REAL PROPERTY TAXES AND ASSESSMENTS .......................................   14

ZONING ....................................................................   15

HIGHEST AND BEST USE ......................................................   16

VALUATION PROCESS .........................................................   17

SALES COMPARISON APPROACH .................................................   19

INCOME APPROACH ...........................................................   23

RECONCILIATION AND FINAL VALUE ESTIMATE ...................................   33

ASSUMPTIONS AND LIMITING CONDITIONS .......................................   34

CERTIFICATION OF APPRAISAL ................................................   36


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                          Table of Contents
================================================================================

ADDENDA

  Pro-ject Assumptions and Analysis
  Rentroll
  Expense History and Budget
  Cushman & Wakefield Investor Survey
  Qualifications


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                        PHOTOGRAPHS OF THE SUBJECT PROPERTY
================================================================================




                                [GRAPHIC OMITTED]

                                     [PHOTO]


      View looking northerly along Main Street, subject not visible at left








                                [GRAPHIC OMITTED]

                                     [PHOTO]


           View looking southerly along Main Street, subject at right


                                      -1-
<PAGE>

                                        Photographs of the Subject Property
================================================================================




                                [GRAPHIC OMITTED]

                                     [PHOTO]


            View of subject looking northwesterly across Main Street








                                [GRAPHIC OMITTED]

                                     [PHOTO


    View of subject parking garage looking northeasterly from Montvale Avenue


================================================================================


                                      -2-
<PAGE>

                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property is a 4 and 5-story above basement/lower/level, Class
A, steel and masonry office building containing approximately 100,630 square
feet of net rentable area. The building is situated on a 1.79 acre tract of land
that is located at northwest corner of Montvale Avenue and Main Street at the
core of the central business district of Stoneham, Middlesex County,
Massachusetts. The address is 1 Montvale Avenue. The original building was
constructed in 1890. The building was totally rehabilitated and an addition and
parking garage constructed in 1987.


Property Ownership and Recent History

     The present owner of the subject property is SKW II Real Estate Limited
Partners according to municipal records. The present owner acquired the property
from American Land Developers in May 1995 as recorded at the Middlesex County
Registry of Deeds on Book 1140, Page 125. Local records indicate a sale price of
$7,328,755 or $72.83 per square foot of net rentable area.

     The property is presently 98.5 percent leased to five tenants. Two
government agencies, IRS and FDA via the GSA, presently occupy 78,712 square
feet or 78.2 percent of the building. The IRS is a tenant at-will in 47,735
square feet. Its lease expired on February 28, 1996. Management indicates that a
proposal to re-new is presently being considered by the GSA. The FDA occupies
31,337 square feet under a lease that expires December 31, 1997. (Please note
that these government leases are actually based on useable areas. They have been
converted to net rentable for the purposes of this analysis.)


Purpose and Function of the Appraisal

     The purpose of the appraisal is to provide an estimate of market value of
the leased fee estate in the property. The function of this report is to assist
GMAC Commercial Mortgage Corporation in an evaluation of the property.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the interior and exterior of the building and site
          improvements with Ed Ralph of Trammell Crow.

     o    Reviewed the leasing policy, tenant build-out allowances and history
          of recent rental rates and occupancy with the building manager.

     o    Reviewed a detailed history of the income and expenses and a budget,
          including the budget for planned capital expenditures and repairs;


                                      -3-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                               Introduction
================================================================================

     o    Conducted market research into occupancies, asking rents, and
          operating expenses at competing buildings including interviews with
          on-site managers and a review of our own data base from previous
          appraisal files;

     o    Conducted market inquiries into recent sales of similar buildings to
          ascertain the sales prices per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers; and

     o    Prepared Sales Comparison and Income Approaches to value. The Cost
          Approach was not used.

Date of Value and Property Inspection

     The date of value is July 25, 1996, with our date of our last inspection
being the same.

Property Rights Appraised

     We valued the leased fee estate, which in a legal conveyance through sale
represent the fee simple title, subject to the existing encumbrances, i.e., the
tenant leases, etc., in the improvements and corresponding land area.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice, 1994 Edition, published by The Appraisal
Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     (1)  Buyer and seller are typically motivated;

     (2)  Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     (3)  A reasonable time is allowed for exposure in the open market;

     (4)  Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     (5)  The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.


================================================================================

                                      -4-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                               Introduction
================================================================================

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that a reasonable time is allowed for exposure in the open market.
     Exposure time is defined as the estimated length of time the property
     interest being appraised would have been offered on the market prior to the
     hypothetical consummation of a sale at the market value on the effective
     date of the appraisal. Exposure time is presumed to precede the effective
     date of the appraisal.

     Based upon the available sales data in the marketplace, as well as our
     discussions with market participants, 12 months would appear to have been
     reasonably appropriate for the subject property as the date of valuation.

     Definitions of pertinent terms taken from the Dictionary of Real Estate
Appraisal, Third Edition (1993), published by The Appraisal Institute, are as
follows:

     Fee Simple Estate

     Absolute ownership unencumbered by any other interest or estate, subject
     only to the limitations imposed by the governmental powers of taxation,
     eminent domain, police power, and escheat.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market; indicated by the current rents paid and asked for comparable space
     as of the date of the appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Discounted Cash Flow (DCF) Analysis

     The procedure in which a discount rate is applied to a set of projected
     income streams and a reversion. The analyst specifies the quantity,
     variability, timing, and duration of the income streams as well as the
     quantity and timing of the reversion and discounts each to its present
     value at a specified yield rate. DCF analysis can be applied with any yield
     capitalization technique and may be performed on either a lease by-lease or
     aggregate basis.


================================================================================

                                      -5-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                               Introduction
================================================================================

Legal Description

     The property, which contains 1.79 acres of land, is described legally as
being a tract of land situated in the International International Land Services
Survey as of September 6, 1994. It is further described on the Stoneham
Assessor's Map 17 as Lots 276 and 277.


================================================================================

                                      -6-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>



                                [GRAPHIC OMITTED]

                                  [ROUTE MAP]

<PAGE>



                                [GRAPHIC OMITTED]

                                  [ROUTE MAP]

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>

                                                      NEIGHBORHOOD ANALYSIS
================================================================================

     The Town of Stoneham is located in the North Suburban region of Greater
Boston. It is approximately eight miles north of Downtown Boston along Boston's
inner beltway, I-95/Route 128. Stoneham borders Reading and Wakefield to the
north, Melrose to the east, Medford to the south, and Woburn and Winchester to
the west.

Regional

     Greater Boston is defined as the cities and towns along and within 1-495,
the outer beltway, running around an approximate 25 mile radius of Boston. The
North Suburban region includes those communities north of Boston to Middleton
and North Reading, bound by the coast to the east and 1-93 to the west. It is a
generally desirable mostly residential area with most commercial and industrial
development concentrated along major highways and in parks.

     Greater Boston has a diverse economic base. While the traditional
manufacturing sector has undergone a prolonged period of decline over the last
decades, the service and high technology components of the economy spurred
growth. The colleges and universities of the region, mostly located in Boston
and adjacent Cambridge, have induced numerous new technology and health related
enterprises. A world renown group of hospitals and research centers have also
contributed to growth despite a recent slow down in the overall economy. These
sectors combine with well established banking, insurance and law groups to make
a regional economy that is multi-faceted.

Local

     The subject is located at the northwest corner of Montvale Avenue and Main
Street in the traditional central business district of the Town of Stoneham,
Middlesex County, Massachusetts. It is situated approximately .6 mile east of
the interchange of Montvale Avenue and Interstate 93 and 1.5 miles south of the
Main Street and I-95/Route 128 interchange. Stoneham has evolved over the last
century into a largely residential community with a few traditional industries
remaining. Most office and industrial development is located along 1-93 and 1-95
with several buildings in the central business district that are mostly oriented
to local professionals. The subject is the most significant exception. It is
much larger and has a broader tenant mix than most of the office buildings in
the immediate neighborhood.

     The local central business district represents about six blocks along Main
Street with the intersection of Montvale Avenue approximating the core. It
consists of a variety of mostly older commercial buildings with mostly locally
oriented retail uses on the ground level sometimes with class B or C office
space above. Commercial development to the north of the subject along Main
Street becomes more strip oriented with a variety of free-standing restaurants,
automobile related operations and retail strip centers as well as a few modern
office buildings. Development to the west along Montvale Avenue is a mixture of
residential and commercial uses including a few modern office buildings and
Unicorn Office



                                      -7-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                      Neighborhood Analysis
================================================================================

Park at 1-93. Beyond the immediate subject area, there are several residential
neighborhoods, with both apartment and single-family development.

Transportation

     Montvale Avenue is a two and four-lane, undivided thoroughfare that runs in
an east-west direction in the subject area connecting the central business
districts of Woburn and Stoneham. It is heavily traveled and used by local
employees, residents and commuters to I-93 about .6 mile to the west of the
subject.

     I-93 is a major Interstate Highway that runs from Downtown Boston, to the
south, to the northern suburbs and New Hampshire, to the north. It provides
local access to I-95/Route 128, Boston's inner circumferential highway,
approximately 1.5 miles to the north, as well as the regional interstate system.

Support Services

     The local central business provides some support services including retail
establishments and restaurants. Hotels and other commercial uses are situated
just off I-93 and I-95. There are two motels on the west side of the I-93
interchange as well as several restaurants. There is a multi-anchor, recently
renovated community center along Main Street about .8 mile north of the subject.

Recent Development

     Recent real estate development in the subject neighborhood has been very
limited paralleling the slowdown regionally in the early 1990's. A large retail
strip center along Main Street underwent extensive renovations including the
addition of a supermarket. A Radisson Hotel was completed a few years ago
approximately three miles northwest of the subject. Probably the most
significant recent local construction has been the completion of a new office
building located at the interchange of Montvale Avenue and I-93. Previously
planned as office condominiums, construction halted about five years ago leaving
only a steel frame. A local investor acquired the property and completed the
construction about three years ago.

Conclusion - Neighborhood

     The subject neighborhood is central located in a well established northern
suburb of Boston. While its location in, the local central business district is
somewhat unusual for a class A office building of this size, the subject's
location provides access to both I-93 and I-95, albeit slightly more distant
than modern highway oriented properties. The neighborhood also has the advantage
of more nearby support services than a typical highway location. The nearly
complete occupancy of the subject is testament to desirability of the location
for office use.


================================================================================

                                      -8-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                     OFFICE MARKET ANALYSIS
================================================================================

     Suburban Boston

     The overall suburban Boston office market consists of approximately 43.8
million square feet of class A and B space. The area encompasses the communities
along I-90, Route 128/I-95 and I-495, excluding Boston, Cambridge and the inner
suburban communities. The overall suburban vacancy rate was 8.8% as of the end
of the second quarter of 1996, according to Cushman & Wakefield's Market
Research Division. This rate is evidence of the profound recovery of this sector
over the last few years. The vacancy rate is down greatly from 15.6% at the end
1992 and 25.7% at the end of 1991.

     Vigorous leasing activity by small to mid-sized companies caused the drop
in vacancy and have, of late, led to substantially stronger rental rates. In
some markets, rates are up as much as 40 percent from the lows of the early
1990's. The survey shows absorption of 845,000 square feet for the first half of
1996 following consecutive years adding several million square feet of
occupancy. As the market for office space has tightened regionally, the
concessions of the early 1990's, such as free rent and above-standard build-out,
have become increasingly rare. While several large users continue to
consolidate, there has been considerable activity among small to mid-size firms
and intramarket movement particularly with companies moving from Boston and
Cambridge into the suburban market to take advantage of the lower rental rates
and free parking.

Route 128 Suburban Boston

     The subject is situated in the Route 128/I-95 suburban market. This region
is defined as the cities and towns along and within the I-95/Route 128 inner
beltway. The I-95/Route 128 (inner beltway) market stretches from Weymouth in
the south to Beverly in the north.

     This submarket contains a total inventory of 32.4 million square feet. The
current office vacancy rate for the area is 9.2 percent. Regional vacancy has
recovered significantly from the recent high of 21.2 percent in 1990 while the
average rent of $20.08 is up 26.1 percent from the recent low of $15.93 per
square foot in 1993. Growing industries in the market include computer software
and healthcare while the computer hardware, personnel and advertising industries
have contracted.

     There has been net absorption of about 531,000 square feet through the
first half of 1996. Absorption over the last several years has been similarly
strong. Absorption along with vacancy and average rental rates for the Route 128
market are summarized on the following page.


                                      -9-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                     Office Market Analysis
================================================================================

       Route 128 Suburban

       Period            Net Absorption         Vacancy           Avg. Rent
                         (Square Feet)

       2nd Qtr. '96         531,379               9.2%             $20.08

       1995                 154,551              10.6%             $19.89

       1994                 851,466              12.3%             $18.32

       1993                 825,713              13.9%             $15.93

       1992               1,325,953              15.7%             $17.08
 
       1991                 177,063              12.3%             $18.32


Route 128 North

     The Route 128 North submarket encompasses the communities from Burlington
north to Beverly including: Bedford, Danvers, Lynnfield, Peabody, Reading,
Salem, Saugus, Stoneham, Wakefield and Woburn. It has approximately 9.02 million
square feet of class A and B office space as of the end of the second quarter of
1996. The vacancy rate in this submarket has declined significantly over the
last six years from 26.1 percent at the end of 1990 to 12.0 percent of late. The
weighted average asking rental rate in this submarket as of the end of the
second quarter of 1996 was $18.58 per square foot up about 17.7 percent from $1
5.78 the most recent low in 1993.

     The majority of the office space in this submarket is located in the
Burlington area which has 3.5 million square feet. Wakefield and Woburn have the
next largest inventories: 1.2 million and 1.8 million square feet respectively.
68,609 square feet of negative absorption was reported for the first half of
1996 after a stable year in 1995. Net absorption was strong from 1992 to 1994.
Submarket statistics are summarized on the following page.


================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                                     Office Market Analysis
================================================================================

       Route 128 North

       Period                Net Absorption       Vacancy          Avg. Rent
                             (Square Feet)

       1st Half 1996        (68,069)              12.0%            $18.58

       1995                  (1,454)              12.1%            $18.79

       1994                 250,666               13.2%            $17.66

       1993                 490,710               16.0%            $15.78

       1992                 455,509               18.6%            $16.31

       1991                 (40,701)              25.7%            $16.92


Stoneham/Woburn Area Submarket

     The local subject office submarket consists of the communities of Stoneham
and Woburn. Most of the space is in Woburn which has about 1.5 million square
feet. Office space in Stoneham is limited to approximately 300,000 square feet
for a total of 1.8 million square feet in the submarket. Most of space is
located along Interstates 93 and 95. The current vacancy rate for the Stoneham
is approximately 4.2 percent down from 28 percent in 1993. The vacancy rate in
Woburn is 10.1 percent down from approximately 19 percent in 1992. The current
quoted average rental rates for Stoneham and Woburn are $16.73 and $17.69 per
square foot respectively.

     There is nearly one million square feet of Class B space in Woburn; most of
it in Cummings Park located along Route 1 28 to the northwest of the subject.
Asking rents for existing Class A space range from approximately $14.00 to
$26.00 per square foot, on a gross basis. As further discussed in the Income
Approach, recent leases in the market indicate that effective rates mostly range
between approximately $15.00 and $20.00 per square foot, gross.

     Stoneham and Woburn remains one of the more desirable suburban office
location due in large part to its access to I-93 and I-95/Route 128 and
proximity to residential locations. The local submarket should be among the
first to recover as the regional economy and real estate market begin to
improve.

     The most significant local competition includes several modern buildings
along Montvale Avenue, a modern office park (Unicorn Park) and recently
completed class A building located about .6 mile to the west of the subject near
I-93. Unicorn Park is an older park controlled by Metropolitan Life that has
good access and visibility from I-93. It


================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>



Cushman Wakefield of Massachusetts, Inc.
08/05/96       Page:  2

Stoneham Commercial Availability Analysis


<TABLE>
<CAPTION>


                                                                 Rentable                           Year     Direct Space    Direct 
   Building Name/Address                               City    Square Feet    Market    Class       Built     Available      Vacancy
====================================================================================================================================
<S>                                                  <C>         <C>            <C>       <C>       <C>         <C>            <C>  
 1 Montvale Avenue                                   Stoneham    102,900        11        A         1987        1,800          1.7% 
41 Montvale Avenue                                   Stoneham     30,500        11        B         1983        4,500         14.8% 
91 Montvale Avenue - Montvale Executive Park         Stoneham     52,500        11        A         1984            0          0.0% 
92 Montvale Avenue                                   Stoneham    105,000        11        A         1993        2,300          2.2% 
- ------------------------------------------------------------------------------------------------------------------------------------
                           Stoneham Totals:                      290,400                                                            

<CAPTION>
                                                   Sublease Space      Average          Overall Space        Overall   
   Building Name/Address                             Available       Direct Rental       Available           Vacancy   
====================================================================================================================
 1 Montvale Avenue                                     3,568            $19.35             5,368               5.2%    
41 Montvale Avenue                                         0            $14.70             4,500              14.8%    
91 Montvale Avenue - Montvale Executive Park               0         Not Applicable            0               Full    
92 Montvale Avenue                                         0            $18.65             2,300               2.2%    
- --------------------------------------------------------------------------------------------------------------------
                           Stoneham Totals:                             $16.73            12,168               4.2%    
</TABLE>

No warrant or representation, express or implied is made as to the accuracy
of the information contained herein, and [illegible] submitted subject to
errors, omissions, change of price, rental or other conditions, withdrawal
without notice, [illegible] any special listing conditions, imposed by our
principles.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>



Cushman & Wakefield of Massachusetts, Inc.
08/05/96       Page:  3

Woburn Commercial Availability Analysis

<TABLE>
<CAPTION>
                                                                 Rentable                         Year    Direct Space   Direct  
    Building Name/Address                            City       Square Feet      Market   Class   Built    Available     Vacancy 
================================================================================================================================
<S>                                                  <C>         <C>               <C>      <C>   <C>       <C>           <C>     
10 Washington Street - Tower Office Park II          Woburn       78,100           11       C     1979           0         0.0%    
100 Unicorn Park                                     Woburn       23,203           11       A     1979       1,629         7.0%   
100 Washington Street - Tower Office Park I          Woburn       50,000           11       C     1979       6,000        12.0%    
12 Alfred Street - Baldwin Park I                    Woburn       49,000           11       B     1980           0         0.0%    
200 Unicorn Park                                     Woburn       72,330           11       A     1980       5,464         7.6%     
300 Unicorn Park                                     Woburn       90,143           11       A     1978       4,008         4.4%     
320 Washington Street - 800 West Cummings Park       Woburn      185,320           11       C     1984      40,000        21.6%   
322 Washington Street - 600 West Cummings Park       Woburn      180,000           11       C     1984      35,000        19.4%   
331 Montvale Avenue - U.S. Trust Building            Woburn       32,650           11       C     1980       1,430         4.4%     
340 Washington Street - 400 West Cummings Park       Woburn      178,730           11       C     1982       7,000         3.9%     
400 Unicorn Park                                     Woburn       88,804           11       A     1982       6,759         7.6%     
444 Washington Street                                Woburn       42,650           11       B     1983           0         0.0%    
500 West Cummings Park                               Woburn      185,320           11       C     1986      16,000         8.6%    
600 Unicorn Park                                     Woburn      129,800           11       A     1985       5,833         4.3%     
7 Alfred Street - Baldwin Park II                    Woburn       62,300           11       B     1984      13,430        21.6%   
- --------------------------------------------------------------------------------------------------------------------------------
                            Woburn Totals:                     1,448,350                    
                             Grand Totals:                           1,738,750            
                                                                 

<CAPTION>
                                                 Sublease Space         Average      Overall Space    Overall 
    Building Name/Address                          Available         Direct Rental     Available      Vacancy 
=============================================================================================================
<S>                                                <C>               <C>                <C>           <C>          
10 Washington Street - Tower Office Park II            0             Not Applicable          0          Full         
100 Unicorn Park                                       0                $20.25           1,629          7.0%     
100 Washington Street - Tower Office Park I            0                $13.60           6,000         12.0%    
12 Alfred Street - Baldwin Park I                      0             Not Applicable          0          Full         
200 Unicorn Park                                       0                $20.25           5,464          7.6%     
300 Unicorn Park                                       0                $20.25           4,008          4.4%     
320 Washington Street - 800 West Cummings Park         0                $17.95          40,000         21.6%   
322 Washington Street - 600 West Cummings Park         0                $16.70          35,000         19.4%   
331 Montvale Avenue - U.S. Trust Building              0                $11.85           1,430          4.4%     
340 Washington Street - 400 West Cummings Park         0                $16.70           7,000          3.9%     
400 Unicorn Park                                       0                $22.25           6,759          7.6%     
444 Washington Street                                  0             Not Applicable          0          Full         
500 West Cummings Park                             3,367                $16.70          19,367         10.5%   
600 Unicorn Park                                       0                $22.25           5,633          4.3%     
7 Alfred Street - Baldwin Park II                      0                $17.35          13,430         21.6%   
- --------------------------------------------------------------------------------------------------------------
                            Woburn Totals:                              $17.69         145,720         10.1%   
                             Grand Totals:                                $17.64         157,888          9.1%    
                                                                                                      
</TABLE>

No [illegible] or representation, express or implied is made as to the accuracy
of the information contained herein, and [illegible] submitted subject to
errors, omissions, change of price, rental or other conditions, withdrawal
without notice, [illegible] any special listing conditions, imposed by our
principles.

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>


                                                     Office Market Analysis
================================================================================

consists of four Class A office buildings containing a total of 309,500 square
feet on a total of 17.51 acres. Rents at the park have strengthened greatly
since 1993 from the $11.00 to $15.00 per square foot range to $20.00 to $24.00
with vacancy dropping to about 5 percent.

     92 Montvale Avenue is a recently completed, class A building located just
to the south of Unicorn Park. The building had stood unfinished for several
years until an established local investor purchased and completed construction.
It has 105,000 square feet and exposure to I-93. It has 2 percent direct
reported vacancy and an average rent of $18.65 per square foot. Other modern
buildings along Montvale Avenue include: 41 Montvale, a 30,500 square foot
building with 14.8 percent vacancy and an average rent of $14.70 per square foot
and 91 Montvale, a 52,000 square foot structure that is presently reported full.

Other Competition

     Our analysis of other area competition for the subject has concentrated on
the buildings and office parks that are of similar quality to the subject. Much
of the most significant competition for the subject property is located in
Wakefield, to the northeast, and Burlington, to the northwest. Edgewater Office
Park in Wakefield is a relatively new, multi-building, Class A office park with
a total of approximately 400,000 square feet.

     Burlington has about 3.4 million square feet of modern office space. There
are numerous modern, Class A buildings along Burlington Mail Road and in the
Burlington Woods and New England Executive office parks. Also, the northern
portion of the West submarket represents additional competition for the subject.

Conclusion - Market

     In summary, the Greater Boston suburban office market has recovered after a
period of decline in the early 1990's. There has been significant positive
absorption as pent up demand was relieved. At first rent levels fell, but as
vacancy decreased dramatically over the last few years, rents have turned upward
substantially. Stoneham should continue to remain an attractive office
location due to its good access to both I-93 and I-95/Route 128. The area was
one of the first office submarkets in the region to recover. Its locational
characteristics should allow it to remain a desirable office locale.

================================================================================

                                      -12-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>



                             [GRAPHIC OMITTED] MAP





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description

     The subject site is situated at the northwest corner of the intersection of
Montvale Avenue and Main Street. The site (in total) is irregular in shape and
contains 1.79 acres. The site has frontage along and good exposure to both
Montvale Avenue and Main Street. The topography slopes downward from east to
west allowing access to the lower level of the building and parking garage and
deck from the rear. We have assumed that the soil's load-bearing capacity is
sufficient to support the existing structures. All essential utilities including
electricity, natural gas, water, sewer, and telephone are currently serving the
site.

     The subject property has a total of 294 parking spaces within a
three-level, steel and masonry parking garage and a parking deck attached to the
west and north of the building respectively. Since the site is nearly fully
covered by building and parking facilities, there is minimal landscaping.

Improvements Description

     The subject site is improved with the office building, parking garage and
deck. There is a 3 and 4-story above basement/lower level, steel and masonry,
Class A office building. The floor plates of the facility range from
approximately 9,897 to 25,329 rentable square feet with an additional 3,347
square foot, 2-story section attached at the southwest corner of the building.
The total net rentable area equates to 100,630 square feet with approximately
86,750 square feet. Approximately 30,000 square feet of the building was
originally constructed in 1890. In 1987, the building was totally gut
rehabilitated, an addition and the parking facilities constructed. The floor
plans are mostly open with several perimeter offices.

     Construction is typical of commercial office structure with
steel-reinforced, poured-in-place concrete foundation, structural steel and
masonry frame, jumbo brick exterior, and fixed pane, aluminum frame windows. The
project is heated and cooled with a multi-zoned heat pump system with a
roof-mounted cooling tower and gas-fired air preparation units. Plumbing and
electrical is assumed to meet required building codes. The property has two
passenger elevators. One is also used for freight. The building has a wet
sprinkler system while the garage has a dry system. The property has zoned smoke
and fire alarm systems, and a monitored security system with card access that
restricts non-business hour access. Interior build-out is typical of similar
suburban buildings including good quality commercial carpet and suspended
acoustical panel ceilings. The improvements are in generally good condition.
Further, we are not aware of any major items of deferred maintenance.

     We have specifically assumed that the property complies with the Americans
With Disabilities Act, and that potentially hazardous materials have not been
used in the construction or maintenance of the property.








                                      -13-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

                                [GRAPHIC OMITTED]

                                   FLOOR PLAN





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                [GRAPHIC OMITTED]

                                   FLOOR PLAN





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                [GRAPHIC OMITTED]

                                   FLOOR PLAN





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>


                                [GRAPHIC OMITTED]

                                   FLOOR PLAN





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                [GRAPHIC OMITTED]

                                   FLOOR PLAN





                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The subject property is under the taxing jurisdiction of the Town of
Stoneham. The amount of ad valorem taxes is determined by the current assessed
value for the property in conjunction with the total combined tax rates of the
taxing jurisdiction. The last local revaluation took place in 1994. A
revaluation for 1997 is presently underway. The subject is presently assessed
as two parcels with the parking garage assessed as a separate parcel. The
subject assessments for Fiscal Year 1996 are summarized below.

                      Subject Fiscal Year 1996 Assessments

Parcel               Land          Yard           Building         Total

Map 17/Lot 276       $384,600      $ 16,400       $6,346,600       $6,747,600

Map 17/Lot 277       $195,000      $226,200       $    0           $  421,200

Total                $579,600      $242,600       $6,346,600       $7,168,800

     Applying the Fiscal Year 1996 tax rate of $18.84 per $1,000 of valuation
for commercial property to the total subject assessment results in a tax burden
of $135,060 or $1.34 per square foot of net rentable area. This tax burden falls
at the lower end of the range indicated by comparable buildings regionally.







                                      -14-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                                     ZONING
================================================================================

     The subject property is zoned CB, Central Business according to the Zoning
Ordinance of the Town of Stoneham. The district was created to preserve and
improve the character and qualities of the traditional central business
district. This classification primarily permits office, retail and restaurant
uses. No industrial or residential uses are allowed.

     This zoning by-law requires one parking space per 400 square feet of office
space and one space per 200 square feet of medical or dental office space. Based
upon the subject's 12,034 square feet of medical space and 88,596 square feet
of non-medical office, the zoning appears to require 282 parking spaces. The
subject reportedly has 292 spaces. Therefore, the property appears to be in
compliance with the current parking requirements. We are not experts in the
interpretation of complex zoning ordinances but the property appears to be a
conforming use based on our review of public information. However, the
determination of compliance is beyond the scope of a real estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.



                                      -15-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     The highest and best use must be (1) legally permissible, (2) physically
possible, (3) financially feasible, and (4) maximally productive. The size,
shape, and physical attributes of the site are considered sufficient to
accommodate most forms of development. Given the existing office zoning and the
surrounding development (which consists of a relatively equal mixture of office
and retail), some type of commercial use would be most compatible with
surrounding development. Further, as discussed in the Office Market Analysis
section of this report, the regional office submarket has continued its recovery
with a Second Quarter 1996 occupancy level of approximately 88.7 percent. Rental
rates for this type of space have strengthened significantly over the last few
years. Further, the office market, particularly for Class A product, is very
active from an occupancy and rental rate perspective. Therefore, it is our
opinion the highest and best use of the site is for some type of office
development.

Highest and Best Use, As Improved

     As noted in the Property Description section of this report, the subject
site is improved with a four and five-story, 100,630 square foot office building
and structured parking improvements. Having been totally rehabilitated with a
large addition in 1987, the project is in good condition. Further, the design
and layout are considered to be functional for its current use.

     The office submarket in which the subject competes is stable with
increasing occupancy levels and rental rates, as will be supported by the data
and analysis presented in the balance of this report. Therefore, it is our
opinion that the subject property, as improved, is capable of providing an
adequate return to the land over the foreseeable future. This conclusion is
supported by the data and analysis presented in the balance of this report. For
these reasons, it is our opinion that the highest and best use of this site, as
improved, is for continued use as an office building.


                                      -16-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                          VALUATION PROCESS
================================================================================

     In this appraisal, we have used the Cost Approach, the Sales Comparison
Approach, and the Income Approach to develop market value estimates for the
subject properties. Because this is a summary report, the level of detail of
presentation is less than that found in a self-contained report.

The Cost Approach was not used for the following reasons:

     o    Scarcity of regional land sales for office development for valuation
          of underlying land.

     o    Difficulty in estimating accrued depreciation on a building that was
          partly built in 1890 and totally rehabilitated in 1987 with addition.

     o    This approach is not reflective of a typical investors analysis given
          the leases in place.

In the Sales Comparison Approach, we performed the following steps:

     o    Investigated the market for recent sales of similar industrial
          properties.

     o    Analyzed those sales on the basis of net operating income and sales
          price per square foot; and

     o    Correlated the value indications into a point value estimate from
          within the range.

In developing the Income Approach we:

     o    Studied the rents in effect in this and competing properties to
          estimate the potential rental income at market levels;

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of expenses and reserves
          for replacement;

     o    Estimated net operating income and cash flow by subtracting the
          operating, fixed, and other expenses from the effective gross income;
          and

     o    Prepared a discounted cash flow analysis in which the cash flow and
          property value at reversion are discounted to an estimate of current
          market value at a market-derived discount rate. Potential gross
          revenues are estimated based on a modeling of the actual rents and
          recovery provisions in effect through the


                                      -17-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                          Valuation Process
================================================================================

term of existing leases. As the existing leases expire, the space is estimated
to rent at the then current market rental rate with appropriate allowances for
downtime. Spaces now vacant will be rented at market rates and at the time
intervals discussed in the Income Approach section of this report. From
potential gross revenues, we subtract vacancy and expenses (operating, fixed,
and other) to arrive at an estimate of cash flow over an 11 year forecast.

     The appraisal process is concluded by a review and re-examination of each
of the approaches to value that have been employed. Consideration is given to
the type and reliability of data used, and the applicability of each approach.
Finally, the approaches are reconciled and a final value conclusion is
estimated.

================================================================================


                                  -18-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated the value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that
no costly delay is encountered in making the substitution.

     By analyzing sales which qualify as arms-length transactions between
willing, knowledgeable buyers and sellers, we can identify value and price
trends. The basic steps involved in the application of this approach are:

     (1)  researching recent, relevant property sales and current offerings
          throughout the competitive area;

     (2)  selecting and analyzing those properties considered most similar to
          the subject, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     (3)  identifying sales which include favorable financing and calculate the
          cash equivalent price;

     (4)  reducing the sale prices to common units of comparison, such as price
          per square foot of building area (in this case net rentable area) and
          net income multiplier;

     (5)  making appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property appraised; and

     (6)  interpreting the adjusted sales data and draw a logical value
          conclusion.

     In analyzing the leased fee estate (or fee simple estate, subject to the
existing building tenant leases), the sale prices inherent in the comparables
were reduced to those common units of comparison used to analyze improved
properties that are similar to the subject. Of the available units of
comparison, the sales price per square foot of net rentable area (used by
buyers, sellers, and brokers), as well as the net income multiplier, employed
predominately by appraisers, are the most commonly used measurements to value
office buildings in the marketplace.

     From an appraiser's perspective, net operating income is probably a more
discernible indicator of value because it considers the income characteristics
which in turn dictate the price per square foot paid. Also, the selection of a
rate is generally less subjective than trying to correlate the sales price per
square foot methodology. Regardless, both the sales price per square foot and
effective gross income multiplier analyses have been used to analyze the subject
property.

     The comparable sales had occupancy levels ranging from 90 to 100 percent at
the time of sale. As noted, for properties which are relatively well-occupied
and have similar operating

                                      -19-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
<CAPTION>
                                                           Office Building
                                                          1 Montvale Avenue
                                                       Stoneham, Massachusetts

                                                    Office Building Sales Summary

====================================================================================================================================
                                                    Net               Land    Percent       Cash       Sale              Overall
 Comp.                                      Year  Rentable   Class    Area   Occupied on  Equivalent   Price    N0I/  Capitalization
  No.        Name/Location      Sale Date   Built   Area             (Acres) Date of Sale Sale Price   Per SF    SF       Rate
====================================================================================================================================
<S>    <C>                         <C>      <C>    <C>      <C>       <C>        <C>      <C>          <C>      <C>       <C>
  1    Doctors Park One            May-95   1973   27,977   Medical    7.61      100.0%   $2,400,000   $85.78   $8.15      9.5%
       138 Haverhill Street
       Andover, MA

  2    Datex Building              Dec-95   1986  138,116      A      17.70      100.0%   $9,605,000   $69.54   $6.75      9.7%
       2 Highwood Drive
       Tewksbury, MA

  3    Malden Corporate Center     Dec-95   1988  172,000      A       0.80       90.0%   $7,000,000   $40.70   $4.48     11.0%
       350 Main Street
       Maiden, MA

  4    Essex Office Park I         Nov-95   1982   66,200      A       8.22       92.0%   $4,350,000   $65.71   $6.70     10.2%
       8 Essex Center Drive
       Peabody, MA

====================================================================================================================================

Subject 1 Montvale Avenue             N/A   1987  100,630      A       1.79        98.9%      N/A       N/A     $7.72*     N/A
          Stoneham, MA

====================================================================================================================================

                                 Low        1973   27,977              0.80        90.0%  $2,400,000   $40.70   $4.48      9.5%
          Data Range:            High       1988  172,000             17.70       100.0%  $9,605,000   $85.78   $8.15     11.0%
                                 Median     1982  101,073              8.58        95.5%  $5,838,750   $65.43   $6.52     10.1%

* Note: The subject's NOI per square foot is based on the income forecasted in
the Income Approach of this report.
====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>


                                                 Sales Comparison Approach
================================================================================

performances, the overall rate is probably the more reliable indicator of value.
Consequently, we placed most weight on this analysis. Additionally, we performed
a price per square foot analysis which provides an alternative value indication
and a check for reasonableness. On the following page is a summary of recent
market data considered to be most indicative of the subject's current market
value.

     The sales all occurred in 1995. The size range was from 66,200 to 172,000
square feet with one smaller medical building containing 27,977 square feet. The
price per square foot of net rentable area ranged from $40.70 to $85.78 per
square foot with all but one between $65.71 and $89.78 per square foot. The sale
price per square foot of rentable area, including land, implicitly contains both
the physical and economic factors in the valuation of an office facility. Many
of the comparables were bought on gross expected income, not gross leasable
area, making unit prices a somewhat subjective reflection of investment
behavior.

     The prices per square foot are influenced by the differences in
construction quality, occupancy levels, character of the tenancy, economics, and
location. Nevertheless, it is important to address each property in terms of the
conventional sequence of adjustments. Following are those considerations which
are relevant to the subject. The first three elements must be considered in
advance of applying any other compensating factors to derive value conclusions
via the sales price per square foot methodology. These same three factors must
also be addressed before the selection of an income multiplier.

     Property Rights Conveyed

     As shown in the summary table, all of the comparables were encumbered by
leases, therefore, the leased fee estate was conveyed in each of these cases as
would be the case at the subject.

     Seller Financing/Cash Equivalency

     All of the comparables were sold on the basis of cash to the seller. Thus,
we have made no adjustments to the comparables for seller financing.

     Conditions of Sale

     We identified no special motivational conditions concerning the
comparables; therefore, no adjustments for conditions of sale were made.

     Other

     Because of the multiple differences inherent in office properties with
respect to quality and design, location, and, in this case economics, not to
mention the quality of the tenant base, mathematical adjustments for the
reasoning noted above would be extremely difficult, at best.

     In our opinion, Comparables 1 and 2 are most similar to the subject in that
they are 100 percent occupied and achieving similar rents. These two comparables
sold for $85.78 and $69.54 per square foot. Sale 2 is more R&D oriented and
located along the outer beltway. Its rent levels are lower than that of the
subject. The unit value for the subject would therefore be expected to be above
the unit price indicated by this comparable. Based upon all of the above data,
we believe the value of the subject would be in the range of $75.00 to $85.00
per square

================================================================================

                                      -20-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

foot of net rentable area. Thus, our value range by the Sales Price Per Square
Foot method is as follows.

================================================================================
                          Value Per Square Foot Summary
================================================================================
     Net Rentable Area            Sales Price Per                 Indicated
           (SF)                     Square Foot                     value
================================================================================
         100,630             x         $75.00       =             $7,547.250
                                    Rounded To:                   $7,500,000
         100,630             x         $85.00       =             $8,553,550
                                    Rounded To:                   $8,500,000
================================================================================

     In order to quantify the appropriate adjustments to the indicated per
square foot unit values, we compared the subject's first year pro forma net
operating income per square foot, found in the Income Approach, to pro forma
income of the individual sale properties. In our opinion, a buyer's criteria for
the purchase of a retail property is predicated primarily on the property's
income characteristics. Thus, we have identified a relationship between the
operating income and the sales price of the property. Typically, a higher net
operating income per square foot corresponds to a higher sales price per square
foot. Therefore, this adjustment incorporates factors such as location, tenant
profile, rental levels, operating characteristics, and building quality.

     The following table adjusts each property's sale price per square foot
based on the net operating income per square foot of the comparable. The
derivation of the subject's projected year 1 stabilized operating income ($7.72
per square foot) is presented in the Income Approach section of this report.
This stabilized, estimated NOI is utilized because of the special leasing
assumptions incorporated into the subject valuation scenario.

================================================================================
                  Price Per Square Foot/NOI Adjustment Summary
================================================================================
Sale No.     NOI/SF Ratio      Unadjusted Sales Price       Adjusted Sales Price
                                                                    (PSF)
================================================================================
     1          $7.72              X  $85.78                      = $81.25
                ------
                $8.15

     2          $7.72              X  $69.54                      = $79.53
                ------
                $6.75

     3          $7.72              X  $40.70                      = $70.13
                ------
                $4.48

     4          $7.72              X  $65.71                      = $83.85
                ------
                $6.05
================================================================================

================================================================================


================================================================================
                                      -21-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                  Sales Comparison Approach
================================================================================

     The subject's projected NOI per square foot is different from the
comparable properties by a range of -42% to 6%. An investor would consider the
subject to be most comparable to properties that generally have a more similar
income stream represented by Sales 1 and 2. In our opinion, the unit value range
for the subject should be within the range of values indicated by these two
sales.

     The sale price per square foot of net rentable area, including land,
implicitly contains both the physical and economic factors of the value of an
office property. Such units of comparison, however, do not explicitly convey by
themselves many of the details surrounding a specific income producing property
like the subject. Nonetheless, the process we have undertaken here is an attempt
to quantify the unit price based upon the subject's income producing potential
versus strictly its physical characteristics. Considering the characteristics of
the subject relative to the above, we believe that a unit value of $80.00 per
square foot is appropriate. Applying this unit value to the 100,630 square feet
of net rentable area results in the following value indication for the subject.

      ==========================================================================
             Value By Multiplier Adjustment Per Square Foot Summary
      ==========================================================================
      Net Rentable Area             Sales Price Per                Indicated
            (SF)                      Square Foot                    Value
           100,630         X            $80.00                     $8,050,400
                                      Rounded To:                  $8,000,000
      ==========================================================================

                   Indicated Value - Sales Comparison Approach
                                   $8,000,000


================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of anticipation underlying this approach is that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are through
direct capitalization and a discounted cash flow analysis. In direct
capitalization, the net operating income is divided by an overall capitalization
rate extracted from market sales to indicate a value. In the discounted cash
flow method, anticipated future income streams and a reversionary value are
discounted to a net present value at a chosen yield rate (internal rate of
return).

     The direct capitalization method is an effective technique when stable
conditions exist both in the marketplace and for the property. However, when
market conditions are either changing or likely to change in a fairly dramatic
manner over time, direct capitalization becomes a more difficult technique to
administer. Direct capitalization is further inhibited by the numerous variables
that exist with multi-tenant office buildings, i.e., multiple leases, with
staggered lease terms and varying lease structures such as is the case at the
subject.

     Given these numerous variables, coupled with our inquiries of participants
in the marketplace, we feel that the majority of investors for a property like
the subject would utilize the discounted cash flow method, in an attempt to
mirror the expectations relative to those variables. However, at the conclusion
of the Income Approach, we will analyze the resulting overall capitalization
rate derived from the discounted cash flow analysis as a check for
reasonableness.

     In the following sections, we will first analyze the subject's existing
leases and market rents before discussing the subject's operating expenses and
preparing the discounted cash flow analysis.

Summary of Existing Leases

     As of the effective date of appraisal, the subject property is presently
98.5 percent leased to five tenants. Two government agencies, IRS and FDA via
the GSA, presently occupy 78,712 square feet or 78.2 percent of the building.
The IRS is a tenant at-will in 47,735 square feet. Its lease expired on February
28, 1996. Management indicates that a proposal to re-new is presently being
considered by the GSA. The FDA occupies 31,337 square feet under a lease that
expires December 31, 1997. (Please note that these government leases are
actually based on useable areas. They have been converted to net rentable for
the purposes of this analysis.)

     A rent roll of the subject property abstracting the existing leases is
located in the Addenda.


                                      -23-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Assumptions Regarding the Existing Leases

     For the purposes of this analysis, it is projected initially that the IRS
will re-new there lease for all but 1,538 square feet for a period of five years
at the same rent, $15.23 per square foot of net rentable area. This rent is
generally reflective of the market given the size of the space and nominal
projected improvements. Given the generally good condition of the space, only a
minimal allowance will be made for tenant improvements with no commissions
deducted. This lease will be subject to standard renewal probability at its
expiration.

     Given the current lack of office inventory in the local and regional
markets, this scenario is considered likely. The only large blocks presently
available in Stoneham/Woburn are 35,000 and 40,000 square feet available in
Cummings Park in Woburn. At the conclusion of this analysis, the potential costs
that could be incurred if the IRS was to vacate will be reviewed and used to
reconcile an estimate of value.

     With the exception of the previously noted changes, our analysis
specifically assumes the existing tenants will remain in the property and
continue paying rent under the terms of their leases. Information provided by
management indicates that no tenants are currently in default of their lease,
and the tenant base, which includes two government agencies and a few regional
credit tenants, generally appears to be stable.

Lease Expirations

     As part of our risk analysis, we reviewed the tenant expiration dates (as
shown in the Addenda. With respect to the current leasing structure and leaving
out the IRS, there are the FDA is the next tenant to expire. They represent 31
percent of the building expiring in October 1997. The Massachusetts Eye & Ear
spaces expire in May 1998. They represent about 13 percent of the building.
Thus, over the next three years (1996-1998), approximately 44 percent of the
subject space expires. While this seems to be a large amount, it represents only
two tenants whose spaces are or could be easily divided.

     While the Mass Eye & Ear lease contains a renewal option at 95 percent of
market, it appears that this lease was modified over the last several years to
exclude some prior rent steps. According to area brokers, this tenant is
attempting to sublease about 5,400 square feet at $18.50 per square foot. Given
all of the above, the prior option will not be used and this tenant will be
subject to standard renewal probability. None of the renewal options contained
in the other existing leases specify below market rates. Therefore, at the
expiration of those leases which contain renewal options, we have assumed normal
renewal probabilities.

Estimate of Current Market Rent

     Recent Subject Availabilities and Leases

     The subject has until recently been fully leased. The only vacancy is the
1,538 square foot suite that was formerly part of the IRS space. The asking rent
for this relatively small space is $19.35 per square foot. The most recent
leases at the subject involved existing tenants renewing or scheduling occupancy
of larger spaces. Zeitech took 3,347 square feet at $11.95 per square foot for
five years as is. However, the first six months or so required them to occupy
and pay rent on about half, although they were later allowed to occupy the whole


================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

despite the rent not stepping up until January 1997. This is mostly less
desirable lower level space with largely windowless mezzanine offices. Credit
Exchange recently re-wrote their lease to include expansion space that is on the
lower level as is. Initially, they too have a few free months on the expansion
space. Their Rent steps to $12.00 per square foot in November 1996 with $.50
annual steps until April 2000.

     Comparable Rentals

     We have conducted a survey of the North Suburban market in order to
estimate the subject market rents. Particular attention was given to Stoneham,
Woburn and nearby Wakefield. All of these comparables are considered to be
generally similar with respect to location and amenities by comparison to the
subject property. On the following pages is a summary of properties utilized in
our rent comparable analysis.

================================================================================

                                      -25-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>

================================================================================

                   ROUTE 128 NORTH OFFICE LEASE COMPARABLES

                                  1995 - 1996

================================================================================

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
 Building                                                                                    Sq. Ft.      Date
 Address                City       Class         Tenant               Landlord               Leased     Occupied     Term

================================================================================================================================


<S>                     <C>          <C>      <C>                     <C>                     <C>         <C>       <C>
92 Montvale Avenue      Stoneham     A        Quality Solutions       Cummings                3,800       9/95      5 Years
                                                                      Properties

- --------------------------------------------------------------------------------------------------------------------------------

Montvale Executive      Stoneham     A        Law Offices of          Teachers                3,762      10/95      5 Years
Park - 91 Montvale                            Sullivan &              Insurance and
Avenue                                        Cronin                  Annuity Assoc.



- --------------------------------------------------------------------------------------------------------------------------------

92 Montvale Avenue      Stoneham     A        Republic                Cummings                2,500       1/96      5 Years
                                              Management              Properties

- --------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park   Wakefield    A        Beckman                 Mass QRE                2,296       8/95      3 Years
V - 401 Edgewater                             Instruments             Holdings
Drive
- --------------------------------------------------------------------------------------------------------------------------------

One Pleasure Island     Wakefield    B        Pathways                Sloan Realty Corp.      2,224       5/96      5 Years
Road                                          Healthcare
                                              Services



- --------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park   Wakefield    A        Wonderware              Arkwright Insurance     3,454       4/96      1 Years, 6
IV - 301 Edgewater                                                                           Sublease                Months
Drive
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 Building               Base Rental           Concessions/      Improvements          Effective
 Address                 Rates/SF              Free Rent        Allowance             Rental Rate           Escalations

==================================================================================================================================


<S>                   <C>                        <C>            <C>                   <C>                   <C>
92 Montvale Avenue    $16.95 - Net of            None           Turnkey               $16.95 - Net          CPI Increases annually
                      Electric & Janitorial                                           of Electric &         from 1996
                                                                                      Janitorial
- ----------------------------------------------------------------------------------------------------------------------------------

Montvale Executive    Yr 1 $13.50, Yr 2          None           $/sf Allowance -      $14.50 -              Base Year 1995
Park - 91 Montvale    $14.00, Yr 3                              $10.00/sf             Plus Tenant
Avenue                $14.50, Yr 4                                                    Electric
                      $15.00, Yr 5
                      $15.50 - Plus
                      Tenant Electric
- ----------------------------------------------------------------------------------------------------------------------------------

92 Montvale Avenue    $16.95 - Net of            None           Turnkey               $16.95 - Net          CPI Increases annually
                      Electric & Janitorial                                           of Electric &         from 1996
                                                                                      Janitorial
- ----------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park 18.75 - Plus Tenant        None           $/sf Allowance -      $18.75 -              Base Year 1995 Actuals
V - 401 Edgewater     Electric                                  $8.00/sf              Plus Tenant
Drive                                                                                 Electric
- ----------------------------------------------------------------------------------------------------------------------------------

One Pleasure Island   Yr 1 $11.60, Yr 2          None           As Is                 $12.59 -
Road                  $12.10, Yr 3                                                    Plus Tenant
                      $12.60, Yr 4                                                    Electric
                      $13.10, Yr 5
                      $13.60 - Plus
                      Tenant Electric
- ----------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park $16.50 - Plus              None           As Is                 $16.50 -              $5.25 Tax & Operating
IV - 301 Edgewater    Tenant Electric                                                 Plus Tenant           Stop
Drive                                                                                 Electric
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

No warranty or representation, express or implied, is made as to the accuracy of
the information contained herein, and same is submitted subject to errors,
omissions, change of price, rental or other conditions, withdrawal without
notice and to any special listing conditions, imposed by our principles.

                                                                               8

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


================================================================================

                   ROUTE 128 NORTH OFFICE LEASE COMPARABLES

                                  1995 - 1996

================================================================================

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
 Building                                                                                    Sq. Ft.      Date
 Address                City       Class         Tenant               Landlord               Leased     Occupied     Term

===================================================================================================================================


<S>                                  <C>     <C>                      <C>                    <C>           <C>      <C>
444 Washington Street  Woburn        B       McCulley, Frick          Cummings               1,500         6/95     3 Years
                                             & Gilman                 Properties

- -----------------------------------------------------------------------------------------------------------------------------------
Tower Office Park I -  Woburn        C       Western Union            Cummings               1,369        10/95     3 Years
100 Washington Street                        International, Inc       Properties


===================================================================================================================================

<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
 Building               Base Rental           Concessions/      Improvements          Effective
 Address                 Rates/SF              Free Rent        Allowance             Rental Rate           Escalations

==================================================================================================================================


<S>                     <C>                       <C>             <C>                  <C>                 <C>
444 Washington Street   $14.95 - Net of           None            As Is                $17.50 - Net        Annual CPI increase on
                        Electric & Janitorial                                          of Electric &       Base Rent.
                                                                                       Janitorial
- ----------------------------------------------------------------------------------------------------------------------------------
Tower Office Park I -   Yr 1 $19.09, Yr 2         None            N/A                  $20.27 -            CPI
100 Washington Street   $20.24, Yr 3                                                   Plus Tenant
                        $21.45 - Plus                                                  Electric
                        Tenant Electric
==================================================================================================================================
</TABLE>



No warranty or representation, express or implied, is made as to the accuracy of
the information contained herein, and same is submitted subject to errors,
omissions, change of price, rental or other conditions, withdrawal without
notice and to any special listing conditions, imposed by our principles.

                                                                              10

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>

================================================================================

                   ROUTE 128 NORTH OFFICE LEASE COMPARABLES

                                  1995 - 1996

================================================================================
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
 Building                                                                                    Sq. Ft.      Date
 Address                City       Class         Tenant               Landlord               Leased     Occupied     Term

===============================================================================================================================
<S>                                  <C>       <C>                     <C>                   <C>          <C>       <C>
Edgewater Office Park   Wakefield    A         Sprint Spectrum          TIAA                 18,209       3/96      5 Years
II - 201-209 Edgewater
Drive
- -------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park   Wakefield    A         American               TCW Realty              2,953       6/96      3 Years
IV - 301 Edgewater                             Dental Partners         Advisors
Drive
- -------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park   Wakefield    A         Multinational           Mass QRE               1,590       1/96      5 Years
IV - 301 Edgewater                             Systems Corp.           Holdings
Drive
- -------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park   Wakefield    A         Raychem                 Mass QRE               1,598       5/95      3 Years
V - 401 Edgewater                                                      Holdings
Drive
- -------------------------------------------------------------------------------------------------------------------------------

300 Unicorn Park        Woburn       A         First Merchants    Metropolitan Life           1,971       2/96
                                               Acceptance
                                               Corp.
- -------------------------------------------------------------------------------------------------------------------------------

800 West Cummings       Woburn       C         Ademco                 Cummings                2,200       6/95      5 Years
Park - 320                                     Distribution           Properties
Washington Street
- -------------------------------------------------------------------------------------------------------------------------------

Baldwin Park I - 12     Woburn       B         Osco Drug             Winstanley               6,468       4/95     10 Years
Alfred Street                                                        Associates
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
 Building                Base Rental           Concessions/      Improvements          Effective
 Address                  Rates/SF              Free Rent        Allowance             Rental Rate           Escalations
===================================================================================================================================
<S>                       <C>                   <C>              <C>                    <C>                <C>
Edgewater Office Park     Yr 1 $17.00, Yr 2     1 Months         $/sf Allowance -       $17.70 -            1995 Actuals
II - 201-209 Edgewater    $17.50, Yr 3                           $15.00/sf              Plus Tenant
Drive                     $18.00, Yr 4                                                  Electric
                          $18.50, Yr 5
                          $19.00 - Plus
                          Tenant Electric
- -----------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park     Yr 1 $20.50, Yr 2       None          $/sf Allowance -       $21.50 -            $5.25 Tax & Operating
IV - 301 Edgewater        $21.50, Yr 3                           $5.00/sf               Plus Tenant         Stop
Drive                     $22.50 - Plus                                                 Electric
                          Tenant Electric
- -----------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park     $20.50 - Plus         2 Months         $/sf Allowance -       $19.33 -            1996 Operating & Tax
IV - 301 Edgewater        Tenant Electric                        $5.00/sf               Plus Tenant         Base
Drive                                                                                   Electric
- -----------------------------------------------------------------------------------------------------------------------------------

Edgewater Office Park     $20.55 - Plus            None          $/sf Allowance -       $20.55 -            Base Year 1995 Actuals
V - 401 Edgewater         Tenant Electric                        $21.00/sf              Plus Tenant
Drive                                                                                   Electric
- -----------------------------------------------------------------------------------------------------------------------------------

300 Unicorn Park          $19.25 - Plus            None          $/sf Allowance -       $19.25 -            $7.63 Combined Stop
                          Tenant Electric                        $10.00/sf             Plus Tenant
                                                                                        Electric
- -----------------------------------------------------------------------------------------------------------------------------------

800 West Cummings         $1 3.95 - Net of         None          $/sf Allowance -       $16.50 - Net        Annual CPI increase on
Park - 320                Electric & Janitorial                  $5.00/sf               of Electric &       Base Rent.
Washington Street                                                                       Janitorial
- -----------------------------------------------------------------------------------------------------------------------------------

Baldwin Park I - 12       $14.90 - Plus            None          $/sf Allowance -       $14.90 -            Base Year 1994 Actuals
Alfred Street             Tenant Electric                        $12.50/sf              Plus Tenant
                                                                                        Electric
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

No warranty or representation, express or implied, is made as to the accuracy of
the information contained herein, and same is submitted subject to errors,
omissions, change of price, rental or other conditions, withdrawal without
notice and to any special listing conditions, imposed by our principles.

                                                                              9

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                             Income Approach
================================================================================

     The rates summarized above indicate the quoted rental rate for the
comparable properties. In some cases, the actual effective rates being achieved
for recent leases was unavailable.

     The comparables exhibited actual effective lease rates ranging from about
$12.59 to $21.50 per square foot. Most ranged from about $15.00 to $19.50 per
square foot. The tenant improvement allowances ranged from nothing (as is) up to
about $12.50 per square foot with only one exceeding this range. The
preponderance of renewal tenants were given either nothing (leased as-is) to
about $5.00 per square foot in tenant improvement allowances. New tenants
typically exhibited a higher rate of tenant improvement allowances of over $8.00
per square foot. Lastly, the actual leases demonstrate a rising market in terms
of lease rates.

     In summary, there is an identifiable range in rental rates and tenant
finish allowances. The quoted rental rates range from $15.75 to $19.50 per
square foot on a full service/gross basis. All of the comparables are quoting
base year operating expense stops (including electricity), and a range of tenant
finish allowances. All of the comparables have on-site structured parking, as
well as uncovered surface parking. None of the comparables charge for covered
parking at the present time.

     After considering the competitive properties, it is our opinion that the
following parameters are representative of a market lease for the subject
property as of the effective date of appraisal:

     1)   The market rental rates for the subject are estimated as follows:

                        1) Under 5,000 SF: $17.00/SF
                        2) Over 5,001 SF:  $16.00/SF
                        3) Lower Level:    $13.00/SF
                        4) Storage:         $7.00/SF

     2)   In future leases, a base year expense stop is tied to the projected
          year a lease commences.

     3)   Future leases are assumed to have a five year lease term, which
          attempts to recognize that the majority of the tenants will execute
          leases between three and eight years. Also, rent steps of 10 percent
          have been applied to the fourth year of the projected 5 year terms.

     4)   The tenant improvement allowance is projected to be $8.00 per square
          foot for new tenants and $2.00 per square foot for tenant renewals of
          second generation space.

Rental Rate Forecast

     Several brokers indicated to us that the quoted rental rates for the office
buildings that compete with the subject property have recently experienced
significant increases. Our

================================================================================

                                      -27-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

historical survey presented earlier in the Market Analysis section supports this
contention. Furthermore, the regional office market has recovered over the last
few years. Vacancy rates are seen as moderate while rents have already stepped
up to make up for reductions or lack of growth in the early 1990's. The Cushman
& Wakefield National Survey of largely institutional investors indicates
anticipated suburban annual rental growth of 2 to 5 percent with only one
participant predicting a spike of 15 percent. The survey indicates averages of
3.3 (low) to 4.6 (high) percent.

Expense Recovery Income

     Most of the existing leases have provisions for expense pass throughs above
a base year or stated expense stop. The allowable expenses included in the
expense recoveries for leases include all items of expense except the management
fee, leasing and promotion expenses, capital replacements, tenant improvements,
and leasing commissions. The recovery income reflected in our cash flow analysis
is based on the terms of the existing tenant leases, plus a base year expense
stop applied to all future contracts.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the cash
revenue that an income property is likely to produce annually over a specified
period time rather than what it could produce if it were always 100 percent
occupied and all the tenants were actually paying their rent in full and on
time. It is normally a prudent practice to expect some income loss, either in
the form of actual vacancy or in the form of turnover, non-payment, or slow
payment of rent. Regarding collection loss specifically, we have applied a 3
percent loss factor throughout the holding period primarily as a contingency for
potential collection problems and tenant defaults. This collection loss factor
is applied to rental income from all tenants.

     We have projected an approximate three month lease-up period for the small
1,538 square foot space left vacant by the IRS. Rollovers are projected at six
months. Applying a 50 percent probability of renewal indicates 3 months. Our
cash flow model indicates occupancy ranging from 88.7 to 100 percent over the
ten year holding period with an average of 96.2 percent. Adding the 3 percent
credit loss indicates average vacancy and credit loss of 6.8 percent which
appears adequate given market conditions and the likely tenant profile of the
subject going forward.

Operating and Fixed Expenses

     Copies of the Income and Expense Summaries for the subject property, as
supplied by management, are found in the Addenda. We based our estimated
operating expenses on a review of the 1993 and 1995 itemized expenses for the
subject property. In addition, we were provided with the property's 1996 budget.
Finally, this data was compared with known operating statements of similar
office projects, and consultations with the local property management personnel,
as well as Cushman & Wakefield's Management staff.

     Total operating expenses were $6.91 per square foot in 1993 and $6.36 per
square foot in 1995. 1993 seems to have been higher due to higher tenant utility
costs. The 1996 budgeted

================================================================================

                                      -28-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

amount is projected to be slightly higher than 1995 at $6.55 per square foot.
Our expense projections are based largely on 1995 as well as the 1996 budget.


Operating Expenses

     CAM/Operating - This expense category includes: maintenance, cleaning,
     grounds/lot cleaning, repairs, supplies, elevator contract and related
     payroll items. This broad category ran $260,682 or $2.59 per square foot of
     net rentable area in 1995. Given the property history, we have estimated
     an expense of $2.75 per square foot after applying a growth rate of 4.0
     percent for year 1 of our cash flow. We have projected that this expense
     will increase 4.0 percent per year thereafter.

     Utilities - This item includes: heat, common electric, water and sewer. It
     approximated $1.85 per square foot of occupied area in 1995. This has been
     used as a base fir year 1 of the projection with expense growth applied.

     Property Insurance - This item was $14,532 in 1995. Again this cost was
     used as a base. It reflected a significant increase from 1993.

     Real Estate Taxes - Please refer to the prior Tax and Assessment section of
     this report.

     Leasing Commissions (Non-Recoverable) - Commissions are based on the
     typical Greater Boston schedule of 5, 4, 4, 3, 2 percent for years 1
     through 5 respectively. For a flat lease, this converts to 18 percent of
     year 1. 50% of this formula is applied to renewals based on a 50 percent
     probability of renewal.

     Management - Based upon discussions with Cushman & Wakefield's Management
     Services staff, this expense typically includes management, bookkeeping,
     and general accounting costs associated with the operation of the property.
     The operating statements we were provided indicate a management fee of 5.0
     percent of effective gross income has historically been charged. Based on
     the management fees for similar buildings, we consider a management fee of
     5.0 percent of effective gross income to be appropriate.

Other Expenses

     Other operating expenses include Tenant Improvements and Leasing
Commissions. The probability of incurring future leasing commissions and tenant
alterations is based on a 50 percent probability of turnover (an existing
tenant vacates a space and the space is released to a new tenant) and a 50
percent probability of rollover (an existing tenant re-leases his space).

     Tenant Improvements - We have factored a $8.00 per square foot allowance
     for new leases and $2.00 per square foot for tenant renewals. The weighted
     average finish- out allowance based on a 50 percent renewal probability is
     therefore equals to $5.00

================================================================================

                                      -29-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

     per square foot. Tenant improvement costs are projected to increase at a
     rate of four percent per year through the projection period.

     Capital Replacements/Reserves - Reserves for replacements are or should be
     set aside to accumulate an amount sufficient to replace and/or repair
     certain major building components over time, i.e., roof, major parking lot
     repairs, HVAC systems, etc. during the period under analysis. Based on the
     expense behavior of other comparable properties and the age of the subject
     property, we have estimated capital replacements/reserves at $0.15 per net
     rentable square foot, increasing by 4 percent per year throughout our
     analysis.

     Our projected expenses are predicated on the assumption that the property,
will be prudently managed, while maintaining the improvements at a competitive
level to preserve value. The preceding cumulative annual operating expense
estimate for year 1 - fiscal year 1996 equates to $693,691 ($6.89 per square
foot of net rentable area), excluding the capital replacements, tenant
improvements and the leasing commissions. Our total projected expenses appear
reasonable when compared to the historical experience and the 1996 budgeted
amount.

Cash Flow Model

     In the calculation of the cash flow forecasts and investment results
produced under these assumptions, projections and parameters, we employed the
Pro-Ject Plus+ computer program. The program has the flexibility to allow for a
tenant by tenant analysis of the subject as encumbered by the existing leases.
It also allows for a variety of assumptions regarding future income streams and
expenses. Our ten-year plus eleventh year reversion discounted cash flow
analysis can be found in the Addenda.

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions, tenant improvement allowances, or capital
reserves. We estimated an appropriate terminal rate based on the indicated
capitalization rates of the improved property sales in today's market, as
summarized below.

               ===================================================
                        Summary of Capitalization Rates
               ===================================================
                     Sale                     Capitalization
                      No.                         Rate
               ===================================================
                       1                           9.5%
                       2                           9.7%
                       3                          11.0%
                       4                          10.2%
               ===================================================

     A premium is generally added to today's rate to allow for the risk of
unforeseen events or trends which might affect our estimate of net operating
income during the holding period,

================================================================================

                                    -30-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                             Income Approach
================================================================================

including possible changes in market conditions for the property. Investors
typically add 50 to 100 basis points to the going-in rate to arrive at a
terminal capitalization rate, according to Cushman & Wakefield's periodic
investor surveys.

     Considering the survey results and comparing the subject property to the
comparables included in the Sales Comparison Approach, but also tempered by the
fact that capitalization rates are falling (which is not reflected in the
sales), we are of the opinion that a 10.0 percent terminal capitalization rate
is appropriate to apply to the subject's projected net operating income in the
eleventh year.

     From this projected sales. price, the estimated costs of sale for such
items as real estate commissions, closing costs, legal fees, as well as others,
must be deducted. We have estimated these cost to be 3 percent of the sales
price.

Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

<TABLE>
<CAPTION>
========================================================================================================
                             CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES
                    WINTER 1995 NATIONAL INVESTOR SURVEY FOR SUBURBAN OFFICE BUILDINGS
========================================================================================================
                  GOING IN       TERMINAL           IRR          INCOME        EXPENSE
                                                                 GROWTH         GROWTH       Projection
                -------------------------------------------------------------------------
                LOW     HIGH    LOW    HIGH    LOW     HIGH    LOW    HIGH    LOW   HIGH      Period
========================================================================================================
<S>             <C>     <C>     <C>    <C>     <C>     <C>     <C>    <C>     <C>    <C>      <C>
Mean            9.25    9.9     9.4    10.0    12.1    12.6    3.3    4.6     3.4    3.7        9
- --------------------------------------------------------------------------------------------------------
Range           7.0     12.0    8.0    12.0    11.0    15.0    0.0    5.0     3.0    4.5      5 to 10
- --------------------------------------------------------------------------------------------------------
No. of Responses: 16
========================================================================================================
</TABLE>

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality office building properties
in the United States. The entire survey is included in the Addenda to this
report.

     The investors internal rates of return cited above range from 11.0 to 15.0
percent with a quoted low mean of 12.1 and a high of 12.6 percent. We have
selected a 11.5 percent discount rate for the subject property.

================================================================================

                                      -31-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey, but we
also relied very heavily on the anecdotal data from Cushman & Wakefield's
Financial Services Group. Furthermore, we realize that the survey reflects
target rates rather than transactional rates. Transactional rates are usually
difficult to obtain in the verification process and are actually only target
rates of the buyer at the time of sale. The property's performance will
ultimately determine the actual yield and capitalization rate at the time of
sale after a specific holding period. We have found that, in improving markets
or with above average properties, demand will be high and transactional rates
may be lower than target rates that are quoted in surveys. We have tried to
recognize this factor in our choice of rate for our cash flow model.

Discounted Cash Flow Chart

     The discounted cash flow analysis can be found in the Addenda to this
report.

Conclusions Via the Income Approach

     The resulting value estimate is $8,200,000, or $81.49 per net rentable
square foot, which translates in a 9.5 percent going-in capitalization rate.

As previously noted, the foregoing analysis projected initially that the IRS
will re-new their lease for all but 1,538 square feet for a period of five years
at the same rent, $15.23 per square foot of net rentable area. This rent is
generally reflective of the market given the size of the space and nominal
projected improvements. Given the generally good condition of the space, only a
minimal allowance will be made for tenant improvements with no commissions
deducted. This lease will be subject to standard renewal probability at its
expiration.

     However, a potential investor would consider the potential re-leasing costs
that would result if the IRS does not re-new. A projected 6 month leasing period
would indicate approximately $312,000 in rent loss, $235,000 in alterations at
$5.00 per square foot and about $130,000 in commissions for a total of $677,000,
rounded to $680,000. Since these expenses would be incurred in year 1, they
could be subtracted directly from the indicated value indicating a low end value
of $7,500,000 after rounding and an overall range of $7,500,000 to $8,200,000.
Given the likelihood that the IRS will re-new given their limited options in the
current marketplace, a value conclusion between the middle and high end of the
range is judged appropriate. Given all of the above, the Income Approach
indicates a subject value of $8,000,000 or $79.50 per net rentable square foot,
which translates in a 9.7 percent going-in capitalization rate.

                        Indicated Value - Income Approach
                                   $8,000,000


================================================================================

                                      -32-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                              RECONCILIATION AND FINAL ESTIMATE OF VALUE
================================================================================

     Value indications for the subject property by the Approaches to Value are
indicated as follows:

                  Cost Approach                        Not
                                                    Applicable
                  Sales Comparison Approach         $8,000,000
                  Income Approach                   $8,000,000

     In the reconciliation, each approach to value is considered in order to
determine the reliability of the data in each and to weigh which approach best
represents the actions of typical users and investors in the market.

     The Cost Approach was not used due to a scarcity of regional land sales for
office development for valuation of underlying land and the difficulty in
estimating accrued depreciation on a building that was partly built in 1890 and
totally rehabilitated in 1987 with addition. This approach is not reflective of
a typical investors analysis given the leases in place.

     The Sales Comparison Approach, is based on the principle of substitution
which implies that a prudent person will not pay more to buy or rent a property
than it would cost to buy a comparable substitute property. In this approach,
the subject property was compared with five office building sales. We analyzed
the sales using the sales price per square foot and an income multiplier
adjustment methods. Although various dissimilarities between the sales and the
subject were noted, the general analysis is believed to provide reasonable
support for our value conclusion. As such, the Sales Comparison Approach is
afforded appropriate weight in the final conclusion.

     The Income Approach is based upon investor expectations for the income
stream generated by an income producing property. After estimating gross income
and the absorption of the vacant space, deductions were made for vacancy and
collection losses, and variable, fixed and other expenses. The resulting net
operating income was then converted into an indication of value by means of
discounted cash flow model.

     Since investment properties are generally bought and sold based upon their
income generating ability, all sources of pertinent data were carefully
researched. It is our opinion that the Income Approach is the most reliable
indicator of the value of the subject since the intent of our analysis was to
mirror investor expectations.

     Therefore, giving primary weight to the indication of value via the Income
Approach, as supported by the Sales Comparison Approach, we have formed an
opinion that the market value of the leased fee estate in the referenced
property, subject to the assumptions, limiting conditions, certifications, and
definitions, as of July 25, 1996, was:

                              EIGHT MILLION DOLLARS
                                   $8,000,000


                                   -33-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

Appraisal means the appraisal report and opinion of value stated therein; or the
letter opinion of value, to which these Assumptions and Limiting Conditions are
annexed.

Property means the subject of the Appraisal.

C & W means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

Appraiser(s) means the employee(s) of C&W who prepared and signed the
Appraisal.

     The Appraisal has been made subject to the following assumptions and
limiting conditions:

     1)   No opinion is intended to be expressed and no responsibility is
          assumed for the legal description or for any matters which are legal
          in nature or require legal expertise or specialized knowledge beyond
          that of a real estate appraiser. Title to the Property is assumed to
          be good and marketable and the Property is assumed to be free and
          clear of all liens unless otherwise stated. No survey of the Property
          was undertaken.

     2)   The information contained in the Appraisal or upon which the Appraisal
          is based has been gathered from sources the Appraiser assumes to be
          reliable and accurate. Some of such information may have been provided
          by the owner of the Property. Neither the Appraiser nor C&W shall be
          responsible for the accuracy or completeness of such information,
          including the correctness of estimates, opinions, dimensions,
          sketches, exhibits and factual matters.

     3)   The opinion of value is only as of the date stated in the Appraisal.
          Changes since that date in external and market factors or in the
          Property itself can significantly affect property value.

     4)   The Appraisal is to be used in whole and not in part. No part of the
          Appraisal shall be used in conjunction with any other appraisal.
          Publication of the Appraisal or any portion thereof without the prior
          written consent of C&W is prohibited. Except as may be otherwise
          stated in the letter of engagement, the Appraisal may not be used by
          any person other than the party to whom it is addressed or for
          purposes other than that for which it was prepared. No part of the
          Appraisal shall be conveyed to the public through advertising, or used
          in any sales or promotional material without C&W's prior written
          consent. Reference to the Appraisal Institute or to the MAI
          designation is prohibited.

     5)   Except as may be otherwise stated in the letter of engagement, the
          Appraiser shall not be required to give testimony in any court or
          administrative proceeding relating to the Property or the Appraisal.

     6)   The Appraisal assumes (a) responsible ownership and competent
          management of the Property, (b) there are no hidden or unapparent
          conditions of the Property, subsoil or structures that render the
          Property more or less valuable (no responsibility is assumed for such
          conditions or for arranging for engineering studies that may be
          required to discover them); (c) full compliance with all applicable
          federal, state and local zoning and environmental regulations and
          laws, unless noncompliance is stated, defined an


                                      -34-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                        Assumptions and Limiting Conditions
===============================================================================

          considered in the Appraisal; and (d) all required licenses,
          certificates of occupancy and other governmental consents have been or
          can be obtained and renewed for any use on which the value estimate
          contained in the Appraisal is based.

     7)   The physical condition of the improvements considered by the Appraisal
          is based on visual inspection by the Appraiser or other person
          identified in the Appraisal. C&W assumes no responsibility for the
          soundness of structural members nor for the condition of mechanical
          equipment, plumbing or electrical components.

     8)   The forecasted potential gross income referred to in the Appraisal may
          be based on lease summaries provided by the owner or third parties.
          The Appraiser assumes no responsibility for the authenticity or
          completeness of lease information provided by others. C&W recommends
          that legal advice be obtained regarding the interpretation of lease
          provisions and the contractual rights of parties.

     9)   The forecasts of income and expenses are not predictions of the
          future. Rather, they are the Appraisers best estimates of current
          market thinking on future income and expenses. The Appraiser and C&W
          make no warranty or representation that these forecasts will
          materialize. The real estate market is constantly fluctuating and
          changing. It is not the Appraisers task to predict or in any way
          warrant the conditions of a future real estate market; the Appraiser
          can only reflect what the investment community, as of the date of the
          Appraisal, envisages for the future in terms of rental rates,
          expenses, supply and demand.


     10)  Unless otherwise stated in the Appraisal, the existence of potentially
          hazardous or toxic materials which may have been used in the
          construction or maintenance of the improvements or may be located at
          or about the Property was not considered in arriving at the opinion of
          value. These materials (such as formaldehyde foam insulation, asbestos
          insulation and other potentially hazardous materials) may adversely
          affect the value of the Property. The Appraisers are not qualified to
          detect such substances. C&W recommends that an environmental expert be
          employed to determine the impact of these matters on the opinion of
          value.

     11)  Unless otherwise stated in the Appraisal, compliance with the
          requirements of the Americans With Disabilities Act of 1990 (ADA) has
          not been considered in arriving at the opinion of value. Failure to
          comply with the requirements of the ADA may adversely affect the value
          of the Property. C&W recommends that an expert in this field be
          employed.


================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

We certify that, to the best of our knowledge and belief:

     1)   We, Thomas M. Mullin and Alan P. Bascom have inspected the property,
          and I, Alan P. Bascom, MAI, have reviewed the report and concur with
          the findings contained herein.

     2)   The statements of fact contained in this report are true and correct.

     3)   The reported analyses, opinions, and conclusions are limited only by
          the reported assumptions and limiting conditions, and are our
          personal, unbiased professional analyses, opinions, and conclusions.

     4)   We have no present or prospective interest in the property that is the
          subject of this report, and we have no personal interest or bias with
          respect to the parties involved.

     5)   Our compensation is not contingent upon the reporting of a
          predetermined value or direction in value that favors the cause of the
          client, the amount of the value estimate, the attainment of a
          stipulated result, or the occurrence of a subsequent event. The
          appraisal assignment was not based on a requested minimum valuation, a
          specific valuation or the approval of a loan.

     6)   No one provided significant professional assistance to the persons
          signing this report.

     7)   Our analyses, opinions, and conclusions were developed, and this
          report has been prepared, in conformity with the Uniform Standards of
          Professional Appraisal Practice of the Appraisal Foundation and the
          Code of Professional Ethics and the Standards of Professional
          Appraisal Practice of the Appraisal Institute.

     8)   The use of this report is subject to the requirements of the Appraisal
          Institute relating to review by its duly authorized representatives.

     9)   As of the date of this report, Alan P. Bascom, MAI, has completed the
          requirements of the continuing education program of the Appraisal
          Institute.



Thomas M. Mullin
Boston Valuation Advisory Services
Certification No. MA CG-2433

Alan P. Bascom, MAI
Managing Director
Valuation Advisory Services
Certification No. MA CG-71

================================================================================

                                      -36-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     A ROCKEFELLER GROUP COMPANY
                                                     ---------------------------
                                                          APPRAISAL SERVICES
                                                     ---------------------------

<PAGE>


                                                                    ADDENDA
================================================================================


















================================================================================

                                      -37-

<PAGE>

          PURCHASE/SALE YIELD TABLE FOR 1 MONTVALE AVENUE, STONEHAM MA
             Purchase Price(000's)/Cap Going In as a function of IRR
            All Cash analysis (Purchased August 1996 Sold July 2006)



                     Sale Price(000's)/Terminal  Cap
                            12,939   12,265  11,654   11,100   10,593
              IRR            9.50    10.00    10.50    11.00    11.50
     ------------------------------------------------------------------
             10.00           9,342    9,081    8,846   8,632    8,437
                             8.32     8.55     8.78    9.00     9.21
             10.50           9,019    8,771    8,546   8,342    8.155
                             8.61     8.86     9.09    9.31     9.53
             11.00           8,711    8,474    8,259   8,064    7,885
                             8.92     9.17     9.41    9.63     9.85
             11.50           8,417    8,190    7,985   7,798    7,627
                             9.23     9.48     9.73    9.96    10.18
             12.00           8,136    7,919    7,722   7,543    7,380
                             9.55     9.81    10.06   10.30    10.53


<PAGE>

<TABLE>
                                                   1 MONTVALE AVENUE, STONEHAM MA
                                                      PROJECT DESIGNATOR: STON
                                                       ANNUAL CASH FLOW REPORT
                                                    BEGINNING 8/1/96 FOR 11 YEARS

<CAPTION>

                     FY1997    FY1998    FY1999    FY2000    FY2001    FY2002    FY2003    FY2004    FY2005     FY2006     FY2007
<S>                <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>
INCOME
- ------
MINIMUM RENT:
MASS EYE & EAR         4,500     3,750     6,940     7,571     7,571     8,265     8,328     6,835     9,212      9,212      9,826
MASS EYE & EAR        25,644    21,370    36,019    39,293    39,293    42,895    43,223    35,473    47,806     47,806     50,994
MASS EYE & EAR        80,836    67,363    91,596    99,923    99,923   109,082   109,915    90,207   121,571    121,571    129,676
MASS EYE & EAR        57,722    48,102    69,493    75,810    75,810    82,760    83,391    68,439    92,235     92,235     98,384
CREDIT EXCHANGE       43,574    46,889    48,783    49,257    42,279    59,929    59,929    62,925    65,922     51,189     72,912
ZEITECH               32,703    39,997    39,997    29,997    50,902    50,902    50,902    55,992    55,992     46,447     61,930
GSA FDA              503,586   397,049   542,306   542,306   569,421   596,536   463,217   659,797   659,797    676,292    725,777
GSA IRS              721,521   721,521   721,521   721,521   721,521   679,735   959,111   959,111 1,015,060  1,055,023    828,561
LEASE UP              19,610    26,146    26,146    26,146    26,146    23,078    33,083    33,083    34,737     36,391     28,258
                   --------- --------- --------- --------- --------- --------- --------- --------- ---------  ---------  ---------
TOTAL MINIMUM RENT 1,489,696 1,372,187 1,582,801 1,591,824 1,632,866 1,653,182 1,811,099 1,971,862 2,102,332  2,136,166  2,006,318

RECOVERIES:
COMBINATION 2         20,117    20,712    18,855    30,822    25,026    36,347    31,121    33,737    67,479     85,906     64,911
REAL ESTATE TAXES      6,170     6,500     4,348     7,426     8,297    10,730    11,084     9,313    16,502     22,467     19,070
                   --------- --------- --------- --------- --------- --------- --------- --------- ---------  ---------  ---------
TOTAL RECOVERIES      26,287    27,212    23,203    38,248    33,323    47,077    42,205    43,050    83,981    108,373     83,981

                   --------- --------- --------- --------- --------- --------- --------- --------- ---------  ---------  ---------
GROSS RENTAL
   INCOME          1,515,983 1,399,399 1,606,004 1,630,072 1,666,189 1,700,259 1,853,304 2,014,912 2,186,313  2,244,539  2,090,299
CREDIT LOSS          (45,479)  (41,982)  (48,180)  (48,902)  (49,986)  (51,008)  (55,599)  (60,447)  (65,589)   (67,336)   (62,709)
                   --------- --------- --------- --------- --------- --------- --------- --------- ---------  ---------  ---------

</TABLE>

<PAGE>


<TABLE>
                                                                                                                              PAGE 2

<CAPTION>

                     FY1997    FY1998    FY1999    FY2000    FY2001    FY2002    FY2003    FY2004    FY2005     FY2006     FY2007
<S>                <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>
TOTAL INCOME       1,470,504 1,357,417 1,557,824 1,581,170 1,616,203 1,649,251 1,797,705 1,954,465 2,120,724  2,177,203  2,027,590

EXPENSES

REAL ESTATE TAXES    143,606   149,350   155,324   161,537   167,998   174,718   181,707   188,975   196,534    204,396    212,572
INSURANCE             15,466    16,085    16,728    17,397    18,093    18,817    19,569    20,352    21,166     22,013     22,893
UTILITIES            183,659   187,091   201,161   212,444   205,243   219,965   225,177   239,445   259,440    268,723    260,605
OPERATING  EXPENSES  277,435   288,533   300,074   312,077   324,560   337,542   351,044   365,086   379,689    394,877    410,672
MANAGEMENT FEE        73,525    67,871    77,891    79,059    80,810    82,463    89,885    97,723   106,036    108,860    101,380
                   --------- --------- --------- --------- --------- --------- --------- --------- ---------  ---------  ---------
TOTAL EXPENSES       693,691   708,930   751,178   782,514   796,704   833,505   867,382   911,581   962,865    998,869  1,008,122
                   --------- --------- --------- --------- --------- --------- --------- --------- ---------  ---------  ---------
NET OPERATING
 INCOME              776,813   648,487   806,646   798,656   819,499   815,746   930,323 1,042,884 1,157,859  1,178,334  1,019,468

ALTERATIONS            7,690   169,470    65,080         0    42,627   309,452   206,187    79,180         0     51,862    376,496
COMMISSIONS            4,706    76,140    31,253         0    15,561   139,304    92,636    38,024         0     18,932    169,485
CAPITAL RESERVE       15,095    15,699    16,327    16,980    17,659    18,365    19,100    19,864    20,659     21,485     22,344
                   --------- --------- --------- --------- --------- --------- --------- --------- ---------  ---------  ---------
CASH FLOW            749,322   387,178   693,986   781,676   743,652   348,625   612,400   905,816 1,137,200  1,086,055    451,143

</TABLE>

<PAGE>


<TABLE>
                                                   1 MONTVALE AVENUE, STONEHAM MA
                                                      PROJECT DESIGNATOR: STON
                                                      AVERAGE OCCUPANCY REPORT
                                                           FOR ALL TENANTS



<CAPTION>
                       1996    1997    1998    1999    2000    2001    2002    2003    2004    2005    2006    2007    2008    2009
                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S>                  <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
JANUARY               99,092 100,630  69,293 100,630 100,630  96,841  99,092 100,630 100,630 100,630 100,630  53,255 100,630  87,596
FEBRUARY              99,092 100,630 100,630 100,630 100,630 100,630 100,630  69,293 100,630 100,630  96,841  51,717 100,630  87,596
MARCH                 99,092 100,630 100,630 100,630 100,630 100,630 100,630  69,293 100,630 100,630  96,841  51,717 100,630 100,630
APRIL                 99,092 100,630 100,630 100,630 100,630 100,630 100,630  69,293 100,630 100,630  96,841  99,092 100,630 100,630
MAY                   99,092 100,630 100,630 100,630  97,283 100,630 100,630 100,630 100,630 100,630 100,630 100,630  69,293 100,630
JUNE                  99,092 100,630  87,596 100,630  97,283 100,630 100,630 100,630 100,630 100,630 100,630 100,630  69,293 100,630
JULY                  99,092 100,630  87,596 100,630  97,283 100,630 100,630 100,630 100,630 100,630 100,630 100,630  69,293 100,630
AUGUST                99,092 100,630  87,596 100,630 100,630 100,630 100,630 100,630 100,630  97,283 100,630 100,630 100,630 100,630
SEPTEMBER             99,092 100,630 100,630 100,630 100,630 100,630 100,630  87,596 100,630  97,283 100,630 100,630 100,630 100,630
OCTOBER               99,092 100,630 100,630 100,630 100,630  53,255 100,630  87,596 100,630  97,283 100,630 100,630 100,630 100,630
NOVEMBER             100,630  69,293 100,630 100,630  96,841  51,717 100,630  87,596 100,630 100,630 100,630 100,630 100,630 100,630
DECEMBER             100,630  69,293 100,630 100,630  96,841  51,717 100,630 100,630 100,630 100,630 100,630 100,630  87,596 100,630
                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
AVERAGE SF
 OCCUPIED-OCCA        99,348  95,407  94,760 100,630  99,162  88,214 100,502  89,537 100,630  99,793  99,683  88,402  91,710  98,458

TOTAL SF-NRA         100,630 100,630 100,630 100,630 100,630 100,630 100,630 100,630 100,630 100,630 100,630 100,630 100,630 100,630
                     ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
OCCUPANCY %            98.73   94.81   94.17  100.00   98.54   87.66   99.87   88.98  100.00   99.17   99.06   87.85   91.14   97.84
                     ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>


<PAGE>


                         1 MONTVALE AVENUE, STONEHAM MA
                            PROJECT DESIGNATOR: STON
                                 TENANT REGISTER




             TENANT                      SQUARE FEET   BEGIN DATE    END DATE
- -----------------------------------      -----------   ----------    --------

# 1 - MNGT/MAINT                               210        1/1996      3/2079
# 2 - MASS EYE & EAR                         1,000        5/1991      5/1998
# 3 - MASS EYE & EAR                         2,137        9/1991      5/1998
# 4 - MASS EYE & EAR                         5,774        5/1991      5/1998
# 5 - MASS EYE & EAR                         4,123        9/1991      5/1998
# 6 - CREDIT EXCHANGE                        3,789       11/1990     10/2000
# 7 - ZEITECH                                3,347        4/1995      4/2000
# 8 - GSA FDA                               31,337       11/1987     10/1997
# 9 - GSA IRS                               47,375        6/1988      9/2001
#10 - LEASE UP                               1,538       11/1996     10/2001
                                           -------
         10 TENANTS                        100,630
                                           =======


<PAGE>


<TABLE>
                                                   1 MONTVALE AVENUE, STONEHAM MA
                                                      PROJECT DESIGNATOR: STON
                                                        LEASE ABSTRACT REPORT
                                                           FOR ALL TENANTS


<CAPTION>
                 PRIMARY/                                     ANNUAL                  BREAK                      PRO RATA    % OF
                SECONDARY SQUARE LEASE LEASE OPTION  MINIMUM MINIMUM OVERAGE CEILING  POINT                       SHARE   RENT SUBJ
      TENANT      CODES    FEET  BEGIN  END  #/MOS   RENT/SF   RENT     %    (000'S) (000'S)      RECOVERIES       BASE     TO CPI
- --------------- --------- ------ ----- ----- ------ -------- ------- ------- ------- -------- ------------------ -------- ----------
<S>             <C>       <C>    <C>   <C>   <C>    <C>      <C>     <C>     <C>     <C>      <C>                <C>      <C>
# 1                 -        210  1/96  3/79  -         0.00       0    -       -       -     NONE
MNGT/MAINT          -

# 2                        1,000  5/91  5/98  -         4.50   4,500    -       -       -     COMBINATION 2       375,350
MASS EYE & EAR      -                                                                         REAL ESTATE TAXES   109,687

# 3                 -      2,137  9/91  5/98  -        12.00  25,644    -       -       -     COMBINATION 2       375,350
MASS EYE & EAR      -                                                                         REAL ESTATE TAXES   109,687

# 4                 -      5,774  5/91  5/98  -        14.00  80,836    -       -       -     COMBINATION 2       375,350
MASS EYE & EAR      -                                                                         REAL ESTATE TAXES   109,687

# 5                 -      4,123  9/91  5/98  -        14.00  57,722    -       -       -     COMBINATION 2       375,350
MASS EYE & EAR      -                                                                         REAL ESTATE TAXES   109,687

# 6                 -      3,789 11/90 10/00  -        10.00  37,890    -       -       -     COMBINATION 2       298,871
CREDIT EXCHANGE     -                            11/96 12.00  45,468                          REAL ESTATE TAXES   100,630
                                                 11/97 12.50  47,363
                                                 11/98 13.00  49,257

# 7                 -      3,347  4/95  4/00  -         6.72  22,492    -       -       -     COMBINATION 2       470,016
ZEITECH             -                             1/97 11.95  39,997                          REAL ESTATE TAXES   140,331

</TABLE>

<PAGE>


<TABLE>
                                                                                                                              PAGE 2
<CAPTION>

                 PRIMARY/                                     ANNUAL                  BREAK                      PRO RATA    % OF
                SECONDARY SQUARE LEASE LEASE OPTION  MINIMUM MINIMUM OVERAGE CEILING  POINT                       SHARE   RENT SUBJ
      TENANT      CODES    FEET  BEGIN  END  #/MOS   RENT/SF   RENT     %    (000'S) (000'S)      RECOVERIES       BASE     TO CPI
- --------------- --------- ------ ----- ----- ------ -------- ------- ------- ------- -------- ------------------ -------- ----------
<S>             <C>       <C>    <C>   <C>   <C>    <C>      <C>     <C>     <C>     <C>      <C>                <C>      <C>
# 8                 -     31,337 11/87 10/97  -        16.07 503,586    -       -       -     NONE
GSA FDA             -

# 9                 -     47,375  6/88  9/01  -        15.23 721,521    -       -       -     NONE
GSA IRS             -

# 10                -      1,538 11/96 10/01  -        17.00  26,146    -       -       -     COMBINATION 2       470,016
LEASE UP            -                                                                         REAL ESTATE TAXES   140,331
                         -------
                         100,630
                         =======

</TABLE>

<PAGE>


<TABLE>
                                                   1 MONTVALE AVENUE, STONEHAM MA
                                                      PROJECT DESIGNATOR: STON
                                                    ANNUAL TENANT REVENUE REPORT
                                                       FOR TENANTS 1 THROUGH 3





<CAPTION>
   1. MNGT/MAINT   OCCUPIES   210 SF  (0.21% OF NRA)
      BASE LEASE   FROM JAN 1996 TO MAR 2079


                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT                   0         0         0         0         0         0         0         0         0         0         0
MINIMUM RENT/SF             0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES               0         0         0         0         0         0         0         0         0         0         0
TOT RECOVERIES/SF           0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

TOTAL REVENUE                  0         0         0         0         0         0         0         0         0         0         0
TOTAL REVENUE/SF            0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00      0.00

</TABLE>


<PAGE>


<TABLE>
                                                                                                                              PAGE 2

<CAPTION>

   2. MASS EYE & EAR        OCCUPIES     1,000 SF  (0.99% OF NRA)
      BASE LEASE   FROM MAY 1991 TO    MAY 1998

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT               4,500     3,750     6,940     7,571     7,571     8,265     8,328     6,835     9,212     9,212     9,826
MINIMUM RENT/SF             4.50      3.75      6.94      7.57      7.57      8.27      8.33      6.84      9.21      9.21      9.83
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2              1,006       951         0         0         0         0         0         0         0         0         0
REAL ESTATE TAXES            337       324         0         0         0         0         0         0         0         0         0
COMBINATION 2                  0         0       187       425       484       767       960       380       653       904       989
REAL ESTATE TAXES              0         0        35        97       161       228       297        70       118       196       277
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES           1,343     1,275       222       522       645       995     1,257       450       771     1,100     1,266
TOT RECOVERIES/SF           1.34      1.27      0.22      0.52      0.64      1.00      1.26      0.45      0.77      1.10      1.27
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE              5,843     5,025     7,162     8,093     8,216     9,260     9,585     7,285     9,983    10,312    11,092
TOTAL REVENUE/SF            5.84      5.03      7.16      8.09      8.22      9.26      9.59      7.28      9.98     10.31     11.09

COMMISSIONS                    0         0     1,063         0         0         0         0     1,293         0         0         0
COMMISSIONS/SF              0.00      0.00      1.06      0.00      0.00      0.00      0.00      1.29      0.00      0.00      0.00

</TABLE>

<PAGE>


<TABLE>
                                                                                                                              PAGE 3
<CAPTION>

   3. MASS EYE & EAR   OCCUPIES    2,137 SF  (2.12% OF NRA)
      BASE LEASE   FROM SEP 1991 TO MAY 1998

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT              25,644    21,370    36,019    39,293    39,293    42,895    43,223    35,473    47,806    47,806    50,994
MINIMUM RENT/SF            12.00     10.00     16.85     18.39     18.39     20.07     20.23     16.60     22.37     22.37     23.86
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2              2,149     2,033         0         0         0         0         0         0         0         0         0
REAL ESTATE TAXES            720       693         0         0         0         0         0         0         0         0         0
COMBINATION 2                  0         0       399       907     1,034     1,638     2,051       811     1,395     1,932     2,114
REAL ESTATE TAXES              0         0        75       207       344       487       635       150       252       419       593
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES           2,869     2,726       474     1,114     1,378     2,125     2,686       961     1,647     2,351     2,707
TOT RECOVERIES/SF           1.34      1.28      0.22      0.52      0.64      0.99      1.26      0.45      0.77      1.10      1.27
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE             28,513    24,096    36,493    40,407    40,671    45,020    45,909    36,434    49,453    50,157    53,701
TOTAL REVENUE/SF           13.34     11.28     17.08     18.91     19.03     21.07     21.48     17.05     23.14     23.47     25.13

ALTERATIONS                    0         0    11,557         0         0         0         0    14,061         0         0         0
ALTERATIONS/SF              0.00      0.00      5.41      0.00      0.00      0.00      0.00      6.58      0.00      0.00      0.00
COMMISSIONS                    0         0     5,517         0         0         0         0     6,712         0         0         0
COMMISSIONS/SF              0.00      0.00      2.58      0.00      0.00      0.00      0.00      3.14      0.00      0.00      0.00

</TABLE>

<PAGE>


<TABLE>
                                                                                                                              PAGE 4

<CAPTION>
   4. MASS EYE & EAR   OCCUPIES   5,774 SF  (5.74% OF NRA)
      BASE LEASE   FROM MAY 1991 TO MAY 1998

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT              80,836    67,363    91,596    99,923    99,923   109,082   109,915    90,207   121,571   121,571   129,676
MINIMUM RENT/SF            14.00     11.67     15.86     17.31     17.31     18.89     19.04     15.62     21.05     21.05     22.46
MARKET RENT/SF             16.37     17.03     17.71     18.42     19.15     19.92     20.72     21.55     22.41     23.30     24.24
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2              5,807     5,492         0         0         0         0         0         0         0         0         0
REAL ESTATE TAXES          1,946     1,873         0         0         0         0         0         0         0         0         0
COMBINATION 2                  0         0     1,077     2,452     2,795     4,426     5,543     2,192     3,768     5,221     5,712
REAL ESTATE TAXES              0         0       203       560       930     1,316     1,717       404       681     1,132     1,601
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES           7,753     7,365     1,280     3,012     3,725     5,742     7,260     2,596     4,449     6,353     7,313
TOT RECOVERIES/SF           1.34      1.28      0.22      0.52      0.65      0.99      1.26      0.45      0.77      1.10      1.27
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE             88,589    74,728    92,876   102,935   103,648   114,824   117,175    92,803   126,020   127,924   136,989
TOTAL REVENUE/SF           15.34     12.94     16.09     17.83     17.95     19.89     20.29     16.07     21.83     22.16     23.73

ALTERATIONS                    0         0    31,226         0         0         0         0    37,991         0         0         0
ALTERATIONS/SF              0.00      0.00      5.41      0.00      0.00      0.00      0.00      6.58      0.00      0.00      0.00
COMMISSIONS                    0         0    14,029         0         0         0         0    17,069         0         0         0
COMMISSIONS/SF              0.00      0.00      2.43      0.00      0.00      0.00      0.00      2.96      0.00      0.00      0.00

</TABLE>

<PAGE>


<TABLE>
                                                                                                                              PAGE 5

<CAPTION>
   5. MASS EYE & EAR   OCCUPIES   4,123 SF (4.10% OF NRA)
      BASE LEASE FROM SEP 1991 TO MAY 1998

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT              57,722    48,102    69,493    75,810    75,810    82,760    83,391    68,439    92,235    92,235    98,384
MINIMUM RENT/SF            14.00     11.67     16.85     18.39     18.39     20.07     20.23     16.60     22.37     22.37     23.86
MARKET RENT/SF             17.40     18.09     18.82     19.57     20.35     21.17     22.01     22.89     23.81     24.76     25.75
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2              4,147     3,922         0         0         0         0         0         0         0         0         0
REAL ESTATE TAXES          1,390     1,338         0         0         0         0         0         0         0         0         0
COMBINATION 2                  0         0       769     1,751     1,996     3,160     3,958     1,566     2,691     3,728     4,079
REAL ESTATE TAXES              0         0       145       400       664       940     1,226       289       486       808     1,143
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES           5,537     5,260       914     2,151     2,660     4,100     5,184     1,855     3,177     4,536     5,222
TOT RECOVERIES/SF           1.34      1.28      0.22      0.52      0.65      0.99      1.26      0.45      0.77      1.10      1.27
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE             63,259    53,362    70,407    77,961    78,470    86,860    88,575    70,294    95,412    96,771   103,606
TOTAL REVENUE/SF           15.34     12.94     17.08     18.91     19.03     21.07     21.48     17.05     23.14     23.47     25.13

ALTERATIONS                    0         0    22,297         0         0         0         0    27,128         0         0         0
ALTERATIONS/SF              0.00      0.00      5.41      0.00      0.00      0.00      0.00      6.58      0.00      0.00      0.00
COMMISSIONS                    0         0    10,644         0         0         0         0    12,950         0         0         0
COMMISSIONS/SF              0.00      0.00      2.58      0.00      0.00      0.00      0.00      3.14      0.00      0.00      0.00

</TABLE>

<PAGE>

<TABLE>
                                                                                                                              PAGE 6


<CAPTION>
   6. CREDIT EXCHANGE    OCCUPIES   3,789 SF  (3.77% OF NRA)
      BASE LEASE   FROM NOV 1990 TO OCT 2000

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT              43,574    46,889    48,783    49,257    42,279    59,929    59,929    62,925    65,922    51,189    72,912
MINIMUM RENT/SF            11.50     12.38     12.87     13.00     11.16     15.82     15.82     16.61     17.40     13.51     19.24
MARKET RENT/SF             13.30     13.84     14.39     14.96     15.56     16.19     16.83     17.51     18.21     18.93     19.69
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2              6,690     7,261     8,249     9,151     2,359         0         0         0         0         0         0
REAL ESTATE TAXES          1,618     1,834     2,059     2,293       598         0         0         0         0         0         0
COMBINATION 2                  0         0         0         0         0     1,112     1,845     2,941     4,274     2,406         0
REAL ESTATE TAXES              0         0         0         0         0       150       413       687       971       571       182
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES           8,308     9,095    10,308    11,444     2,957     1,262     2,258     3,628     5,245     2,977       182
TOT RECOVERIES/SF           2.19      2.40      2.72      3.02      0.78      0.33      0.60      0.96      1.38      0.79      0.05
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE             51,882    55,984    59,091    60,701    45,236    61,191    62,187    66,553    71,167    54,166    73,094
TOTAL REVENUE/SF           13.69     14.78     15.60     16.02     11.94     16.15     16.41     17.56     18.78     14.30     19.29

ALTERATIONS                    0         0         0         0    23,049         0         0         0         0    28,043         0
ALTERATIONS/SF              0.00      0.00      0.00      0.00      6.08      0.00      0.00      0.00      0.00      7.40      0.00
COMMISSIONS                    0         0         0         0     8,414         0         0         0         0    10,237         0
COMMISSIONS/SF              0.00      0.00      0.00      0.00      2.22      0.00      0.00      0.00      0.00      2.70      0.00

</TABLE>

<PAGE>

<TABLE>
                                                                                                                              PAGE 7

<CAPTION>
   7. ZEITECH      OCCUPIES    3,347 SF  (3.33% OF NRA)
      BASE LEASE   FROM APR 1995 TO APR 2000

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT              32,703    39,997    39,997    29,997    50,902    50,902    50,902    55,992    55,992    46,447    61,930
MINIMUM RENT/SF             9.77     11.95     11.95      8.96     15.21     15.21     15.21     16.73     16.73     13.88     18.50
MARKET RENT/SF             13.30     13.84     14.39     14.97     15.56     16.18     16.83     17.50     18.21     18.93     19.69
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2                218       721     1,595     1,731         0         0         0         0         0         0         0
REAL ESTATE TAXES            109       300       499       507         0         0         0         0         0         0         0
COMBINATION 2                  0         0         0         0         0       931     1,541     2,509     3,687       514       799
REAL ESTATE TAXES              0         0         0         0       127       351       583       825     1,077       155       427
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES             327     1,021     2,094     2,238       127     1,282     2,124     3,334     4,764       669     1,226
TOT RECOVERIES/SF           0.10      0.31      0.63      0.67      0.04      0.38      0.63      1.00      1.42      0.20      0.37
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE             33,030    41,018    42,091    32,235    51,029    52,184    53,026    59,326    60,756    47,116    63,156
TOTAL REVENUE/SF            9.87     12.26     12.58      9.63     15.25     15.59     15.84     17.73     18.15     14.08     18.87

ALTERATIONS                    0         0         0         0    19,578         0         0         0         0    23,819         0
ALTERATIONS/SF              0.00      0.00      0.00      0.00      5.85      0.00      0.00      0.00      0.00      7.12      0.00
COMMISSIONS                    0         0         0         0     7,147         0         0         0         0     8,695         0
COMMISSIONS/SF              0.00      0.00      0.00      0.00      2.14      0.00      0.00      0.00      0.00      2.60      0.00

</TABLE>

<PAGE>

<TABLE>
                                                                                                                              PAGE 8
<CAPTION>

   8. GSA FDA      OCCUPIES      31,337 SF  (31.14% OF NRA)
      BASE LEASE   FROM NOV 1987 TO OCT 1997

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT             503,586   397,049   542,306   542,306   569,421   596,536   463,217   659,797   659,797   676,292   725,777
MINIMUM RENT/SF            16.07     12.67     17.31     17.31     18.17     19.04     14.78     21.05     21.05     21.58     23.16
MARKET RENT/SF             16.37     17.03     17.71     18.42     19.15     19.92     20.72     21.55     22.41     23.30     24.24
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2                  0         0     5,846    13,306    15,168    24,020    15,223     9,423    20,450    28,334    30,999
REAL ESTATE TAXES              0         0     1,103     3,038     5,050     7,142     4,199     1,342     3,696     6,144     8,690
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES               0         0     6,949    16,344    20,218    31,162    19,422    10,765    24,146    34,478    39,689
TOT RECOVERIES/SF           0.00      0.00      0.22      0.52      0.65      0.99      0.62      0.34      0.77      1.10      1.27
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE            503,586   397,049   549,255   558,650   589,639   627,698   482,639   670,562   683,943   710,770   765,466
TOTAL REVENUE/SF           16.07     12.67     17.53     17.83     18.82     20.03     15.40     21.40     21.83     22.68     24.43


ALTERATIONS                    0   169,470         0         0         0         0   206,187         0         0         0         0
ALTERATIONS                 0.00      5.41      0.00      0.00      0.00      0.00      6.58      0.00      0.00      0.00      0.00
COMMISSIONS                    0    76,140         0         0         0         0    92,636         0         0         0         0
COMMISSIONS/SF              0.00      2.43      0.00      0.00      0.00      0.00      2.96      0.00      0.00      0.00      0.00

</TABLE>

<PAGE>
<TABLE>

                                                                                                                              PAGE 9
<CAPTION>

   9. GSA IRS      OCCUPIES    47,375 SF  (47.08% OF NRA)
      BASE LEASE   FROM JUN 1988 TO SEP 2001

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT             721,521   721,521   721,521   721,521   721,521   679,735   959,111   959,111 1,015,060 1,055,023   828,561
MINIMUM RENT/SF            15.23     15.23     15.23     15.23     15.23     14.35     20.25     20.25     21.43     22.27     17.49
MARKET RENT/SF             16.37     17.03     17.71     18.42     19.15     19.92     20.72     21.55     22.41     23.30     24.24
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2                  0         0         0         0         0         0         0    13,477    29,600    41,519    19,466
REAL ESTATE TAXES              0         0         0         0         0         0     1,951     5,372     8,931    12,632     5,916
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES               0         0         0         0         0         0     1,951    18,849    38,531    54,151    25,382
TOT RECOVERIES/SF           0.00      0.00      0.00      0.00      0.00      0.00      0.04      0.40      0.81      1.14      0.54
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE            721,521   721,521   721,521   721,521   721,521   679,735   961,062   977,960 1,053,591 1,109,174   853,943
TOTAL REVENUE/SF           15.23     15.23     15.23     15.23     15.23     14.35     20.29     20.64     22.24     23.41     18.03

ALTERATIONS                    0         0         0         0         0   299,722         0         0         0         0   364,658
ALTERATIONS/SF              0.00      0.00      0.00      0.00      0.00      6.33      0.00      0.00      0.00      0.00      7.70
COMMISSIONS                    0         0         0         0         0   134,659         0         0         0         0   163,834
COMMISSIONS/SF              0.00      0.00      0.00      0.00      0.00      2.84      0.00      0.00      0.00      0.00      3.46

</TABLE>

<PAGE>

<TABLE>
                                                                                                                             PAGE 10

<CAPTION>
  10. LEASE UP     OCCUPIES  1,538 SF  (1.53% OF NRA)
      BASE LEASE   FROM NOV 1996 TO OCT 2001

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT              19,610    26,146    26,146    26,146    26,146    23,078    33,083    33,083    34,737    36,391    28,258
MINIMUM RENT/SF            12.75     17.00     17.00     17.00     17.00     15.01     21.51     21.51     22.59     23.66     18.37
MARKET RENT/SF             13.15     18.09     18.82     19.57     20.35     21.17     22.01     22.89     23.81     24.76     25.75
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2                100       332       733     1,099     1,190       293         0         0         0         0         0
REAL ESTATE TAXES             50       138       229       324       423       116         0         0         0         0         0
COMBINATION 2                  0         0         0         0         0         0         0       438       961     1,348       753
REAL ESTATE TAXES              0         0         0         0         0         0        63       174       290       410       241
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES             150       470       962     1,423     1,613       409        63       612     1,251     1,758       994
TOT RECOVERIES/SF           0.10      0.31      0.63      0.93      1.05      0.27      0.04      0.40      0.81      1.14      0.65
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE             19,760    26,616    27,108    27,569    27,759    23,487    33,146    33,695    35,988    38,149    29,252
TOTAL REVENUE/SF           12.85     17.31     17.63     17.93     18.05     15.27     21.55     21.91     23.40     24.80     19.02

ALTERATIONS                7,690         0         0         0         0     9,730         0         0         0         0    11,838
ALTERATIONS/SF              5.00      0.00      0.00      0.00      0.00      6.33      0.00      0.00      0.00      0.00      7.70
COMMISSIONS                4,706         0         0         0         0     4,645         0         0         0         0     5,651
COMMISSIONS/SF              3.06      0.00      0.00      0.00      0.00      3.02      0.00      0.00      0.00      0.00      3.67

</TABLE>

<PAGE>


<TABLE>
                                                                                                                             PAGE 11

<CAPTION>
REPORT TOTAL FOR 1 MONTVALE AVENUE, STONEHAM MA (NRA = 100,630 SF)

                          FY97      FY98      FY99      FY 0      FY 1      FY 2      FY 3      FY 4      FY 5      FY 6      FY 7
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MINIMUM RENT           1,489,696 1,372,187 1,582,801 1,591,824 1,632,866 1,653,182 1,811,099 1,971,862 2,102,332 2,136,166 2,006,318
MINIMUM RENT/SF            14.80     13.64     15.73     15.82     16.23     16.43     18.00     19.60     20.89     21.23     19.94
MARKET RENT/SF             16.07     16.78     17.45     18.15     18.88     19.63     20.42     21.24     22.08     22.97     23.89
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------

COMBINATION 2             20,117    20,712    18,855    30,822    25,026    36,347    31,121    33,737    67,479    85,906    64,911
REAL ESTATE TAXES          6,170     6,500     4,348     7,426     8,297    10,730    11,084     9,313    16,502    22,467    19,070

                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL RECOVERIES          26,287    27,212    23,203    38,248    33,323    47,077    42,205    43,050    83,981   108,373    83,981
TOT RECOVERIES/SF           0.26      0.27      0.23      0.38      0.33      0.47      0.42      0.43      0.83      1.08      0.83
                       --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
TOTAL REVENUE          1,515,983 1,399,399 1,606,004 1,630,072 1,666,189 1,700,259 1,853,304 2,014,912 2,186,313 2,244,539 2,090,299
TOTAL REVENUE/SF           15.06     13.91     15.96     16.20     16.56     16.90     18.42     20.02     21.73     22.30     20.77

ALTERATIONS                7,690   169,470    65,080         0    42,627   309,452   206,187    79,180         0    51,862   376,496
ALTERATIONS/SF              0.08      1.68      0.65      0.00      0.42      3.08      2.05      0.79      0.00      0.52      3.74
COMMISSIONS                4,706    76,140    31,253         0    15,561   139,304    92,636    38,024         0    18,932   169,485
COMMISSIONS/SF              0.05      0.76      0.31      0.00      0.15      1.38      0.92      0.38      0.00      0.19      1.68

</TABLE>

<PAGE>


                         1 MONTVALE AVENUE, STONEHAM MA
                            PROJECT DESIGNATOR: STON
                                EXPIRATION REPORT
                        YEARS 1997 TO 2007, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS INCLUDING CPI ADJUSTMENTS,
                           INCLUDING PERCENTAGE RENTS


                                 TERM/      BASE              TOTAL    MARKET
      TENANT        SQUARE FT  END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------------------- ---------  ---------  -------  -------   -------   -------

# 8                            INITIAL
GSA FDA                31,337  10/1997     16.07     0.00     16.07     16.64

# 3                            INITIAL
MASS EYE & EAR          2,137   5/1998     12.00     1.65     13.65     18.39

# 4                            INITIAL
MASS EYE & EAR          5,774   5/1998     14.00     1.65     15.65     17.31

# 5                            INITIAL
MASS EYE & EAR          4,123   5/1998     14.00     1.65     15.65     18.39

# 2                            INITIAL
MASS EYE & EAR          1,000   5/1998      4.50     1.66      6.16      7.57
                      -------              -----    -----     -----     -----
5 FY 98 EXPIRATIONS    44,371              15.15     0.48     15.64     16.77


<PAGE>


                                                                          PAGE 2


                                 TERM/      BASE              TOTAL    MARKET
      TENANT        SQUARE FT  END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------------------- ---------  ---------  -------  -------   -------   -------

#7                             INITIAL
ZEITECH                 3,347   4/2000     11.95     1.03     12.98     15.21
                      -------              -----    -----     -----     -----
  1 FY100 EXPIRATIONS   3,347              11.95     1.03     12.98     15.21
                      -------              -----    -----     -----     -----
  6 CUMULATIVE EXPS    47,718              14.93     0.52     15.45     16.66

# 6                            INITIAL
CREDIT EXCHANGE         3,789  10/2000     13.00     3.12     16.12     15.21
                      -------              -----    -----     -----     -----
  1 FY101 EXPIRATIONS   3,789              13.00     3.12     16.12     15.21
                      -------              -----    -----     -----     -----
  7 CUMULATIVE EXPS    51,507              14.79     0.71     15.50     16.55

# 9                            INITIAL
GSA IRS                47,375   9/2001     15.23     0.00     15.23     19.47

# 10                           INITIAL
LEASE UP                1,538  10/2001     17.00     1.07     18.07     20.68
                      -------              -----    -----     -----     -----
  2 FY102 EXPIRATIONS  48,913              15.29     0.03     15.32     19.50
                      -------              -----    -----     -----     -----
  9 CUMULATIVE EXPS   100,420              15.03     0.38     15.41     17.99



<PAGE>


                                                                          PAGE 3


                                 TERM/      BASE              TOTAL    MARKET
      TENANT        SQUARE FT  END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------------------- ---------  ---------  -------  -------   -------   -------

# 8                            RENEWAL 1
GSA FDA                31,337  1/2003      19.04     1.28     20.31     21.05
                      -------              -----    -----     -----     -----
   1 FY103 EXPIRATIONS 31,337              19.04     1.28     20.31     21.05
                      -------              -----    -----     -----     -----
  10 CUMULATIVE EXPS  131,757              15.98     0.59     16.58     18.72

# 3                            RENEWAL 1
MASS EYE & EAR          2,137  8/2003      20.23     1.27     21.50     22.37

# 5                            RENEWAL 1
MASS EYE & EAR          4,123  8/2003      20.23     1.27     21.50     22.37

# 2                            RENEWAL 1
MASS EYE & EAR          1,000  8/2003       8.33     1.27      9.60      9.21

# 4                            RENEWAL I
MASS EYE & EAR          5,774  8/2003      19.04     1.27     20.31     21.05
                      -------              -----    -----     -----     -----

 4 FY104 EXPIRATIONS   13,034              18.79     1.27     20.06     20.78
                      -------              -----    -----     -----     -----
14 CUMULATIVE EXPS    144,791              16.23     0.66     16.89     18.90


<PAGE>

                                                                          PAGE 4


                                TERM/       BASE              TOTAL    MARKET
      TENANT        SQUARE FT  END DATE   RENT/SF  RECV/SF   RENT/SF   RENT/SF
- ------------------- ---------  ---------  -------  -------   -------   -------

# 7                            RENEWAL 1
ZEITECH                 3,347   7/2005     16.73     1.56     18.29     18.50
                      -------              -----    -----     -----     -----
 1 FY105 EXPIRATIONS    3,347              16.73     1.56     18.29     18.50
                      -------              -----    -----     -----     -----
15 CUMULATIVE EXPS    148,138              16.25     0.68     16.92     18.90

# 6                            RENEWAL 1
CREDIT EXCHANGE         3,78 9  1/2006     17.40     1.86     19.25     19.24
                      -------              -----    -----     -----     -----
 1 FY106 EXPIRATIONS    3,789              17.40     1.86     19.25     19.24
                      -------              -----    -----     -----     -----
16 CUMULATIVE EXPS    151,927              16.27     0.71     16.98     18.90

# 9                            RENEWAL 1
GSA IRS                47,375  12/2006     22.27     1.29     23.56     24.63

# 10                           RENEWAL 1
LEASE UP                1,538   1/2007     23.66     1.33     24.99     26.17
                      -------              -----    -----     -----     -----
 2 FY107 EXPIRATIONS   48,913              22.31     1.29     23.60     24.68
                      -------              -----    -----     -----     -----
18 CUMULATIVE EXPS    200,840              17.75     0.85     18.59     20.31


<PAGE>




                         1 MONTVALE AVENUE, STONEHAM MA
                            PROJECT DESIGNATOR: STON
                           PROJECT ASSUMPTIONS REPORT
                                EXCLUDING TENANTS




BUILDING PROLOGUE
- -----------------


LEASEHOLD ANALYSIS OF 1 MONTVALE AVENUE, STONEHAM MA BEGINNING 8/1996
FOR 20 YEARS ON A FISCAL YEAR BASIS



AREA MEASURES
- -------------

GLA
1996 VALUE -       100,630
THEREAFTER -   CONSTANT

NRA
1996 VALUE -       100,630
THEREAFTER -   CONSTANT

OCCA
1996 VALUE -        99,348
1997 VALUE -        95,407
1998 VALUE -        94,760
1999 VALUE -       100,630
2000 VALUE -        99,162
2001 VALUE -        88,214
2002 VALUE -       100,502
2003 VALUE -        89,537
2004 VALUE -       100,630


<PAGE>

                                                                          PAGE 2


2005 VALUE -        99,793
2006 VALUE -        99,683
2007 VALUE -        88,402
2008 VALUE -        91,710
2009 VALUE -        98,458
2010 VALUE -       100,072
2011 VALUE -        99,404
2012 VALUE -        88,402
2013 VALUE -        92,796
2014 VALUE -        97,372
2015 VALUE -       100,630
THEREAFTER -   CONSTANT

GROWTH RATES
- ------------

CPIG
1996 VALUE -          4.00
THEREAFTER -   CONSTANT

RNTG
1996 VALUE -          4.00
THEREAFTER -   CONSTANT

EXPG
1996 VALUE -          4.00
THEREAFTER -   CONSTANT

SLVG
1996 VALUE -          0.00


<PAGE>

                                                                          PAGE 3



THEREAFTER - CONSTANT


MARKET RATES
- ------------

RNT1
1996 VALUE -         17.00
THEREAFTER -   GROWING AT GROWTH RATE RNTG

RNT2
1996 VALUE -         16.00
THEREAFTER -   GROWING AT GROWTH RATE RNTG

RNT3
1996 VALUE -         13.00
THEREAFTER -   GROWING AT GROWTH RATE RNTG

OPER
1996 VALUE -          0.00
THEREAFTER -   GROWING AT GROWTH RATE EXPG

PTWR
1996 VALUE -          0.00
THEREAFTER -   GROWING AT GROWTH RATE CPIG

SLVR
1996 VALUE -          0.00
THEREAFTER -   GROWING AT GROWTH RATE SLVG

CPIR


<PAGE>


                                                                          PAGE 4



1996 VALUE -           100
THEREAFTER -   GROWING AT GROWTH RATE CPIG

RNT4
1996 VALUE -          7.00
THEREAFTER -   GROWING AT GROWTH RATE RNTG

UTIR
1996 VALUE -          1.85
THEREAFTER -   GROWING AT GROWTH RATE EXPG

MISCELLANEOUS INCOMES
- ---------------------

PARKING
1996 VALUE -          0.00
THEREAFTER -   GROWING AT GROWTH RATE CPIG

STORAGE
1996 VALUE -          0.00
THEREAFTER -   GROWING AT GROWTH RATE CPIG

OTHER INCOME
1996 VALUE -          0.00
THEREAFTER -   GROWING AT GROWTH RATE CPIG

EXPENSES
- --------

<PAGE>


                                                                          PAGE 5


REAL ESTATE TAXES , REFERRED TO AS TAXE
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -    140,331
THEREAFTER - GROWING AT GROWTH RATE EXPG

INSURANCE         , REFERRED TO AS INSE
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -     15,113
THEREAFTER - GROWING AT GROWTH RATE EXPG

UTILITIES         , REFERRED TO AS UTLE
CHARGED AGAINST NET OPERATING INCOME
MARKET RATE UTIR MULTIPLIED BY AREA MEASURE OCCA

OPERATING EXPENSES, REFERRED TO AS OPRE
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -    271,109
THEREAFTER - GROWING AT GROWTH RATE EXPG

COMMON AREA MAINT , REFERRED TO AS CAME
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -       0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

OTHER EXPENSE 1   , REFERRED TO AS OTH1
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -       0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

OTHER EXPENSE 2   , REFERRED TO AS OTH2
CHARGED AGAINST NET OPERATING INCOME


<PAGE>


                                                                          PAGE 6



1996 VALUE -       0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

OTHER EXPENSE 3   , REFERRED TO AS OTH3
CHARGED AGAINST NET OPERATING INCOME
1996 VALUE -       0.00
THEREAFTER - GROWING AT GROWTH RATE EXPG

COMBINATION 1     , REFERRED TO AS COM1
AN INFORMATIONAL EXPENSE
+100.0% OF UTLE+100.0% OF TAXE
+100.0% OF OPRE+100.0% OF INSE

COMBINATION 2       REFERRED TO AS COM2
AN INFORMATIONAL EXPENSE
+100.0% OF INSE+100.0% OF UTLE
+100.0% OF OPRE


VACANCY ALLOWANCE
- -----------------

PERCENTAGE OF POTENTIAL GROSS INCOME
FOR ALL TENANTS SUBJECT TO VACANCY
1996 VALUE -       3.00
THEREAFTER - CONSTANT


MANAGEMENT FEE
- --------------


<PAGE>


                                                                          PAGE 7


PERCENTAGE OF EFFECTIVE GROSS INCOME
FOR ALL TENANTS
NOT PASSED THROUGH TO TENANTS
1996 VALUE -       5.00
THEREAFTER - CONSTANT

COMMISSION CALCULATIONS
- -----------------------

STANDARD   METHOD #1 - PERCENT OF EACH YEAR'S RENT:
YEAR 1 -   5.000%
YEAR 2 -   4.000%
YEAR 3 -   4.000%
YEAR 4 -   3.000%
YEAR 5 -   2.000%

STANDARD   METHOD #2 - PERCENT OF EACH YEAR'S RENT:
YEAR 1 -   2.500%
YEAR 2 -   2.000%
YEAR 3 -   2.000%
YEAR 4 -   1.500%
YEAR 5 -   1.000%

STANDARD   METHOD #3  PERCENT OF EACH YEAR'S RENT:
YEAR 1 -   3.750%
YEAR 2 -   3.000%
YEAR 3 -   3.000%
YEAR 4 -   2.250%
YEAR 5 -   1.500%


<PAGE>


                                                                          PAGE 8



STANDARD METHOD #4 -     0.000% OF TOTAL RENT

STANDARD METHOD #5 -     0.000% OF TOTAL RENT


COMMISSION PAYOUTS
- ------------------

STANDARD METHOD #1 -    CASHED OUT

STANDARD METHOD #2 -    CASHED OUT

STANDARD METHOD #3 -    CASHED OUT

STANDARD METHOD #4 -    CASHED OUT

STANDARD METHOD #5 -    CASHED OUT


ALTERATION CALCULATION
- ----------------------

1996 VALUE -          5.00
THEREAFTER - GROWING AT GROWTH RATE EXPG


ALTERATION PAYOUTS
- ------------------

STANDARD METHOD #1 - CASHED OUT


<PAGE>


                                                                          PAGE 9



STANDARD METHOD #2 -  CASHED OUT

STANDARD METHOD #3 -  CASHED OUT

STANDARD METHOD #4 -  CASHED OUT

STANDARD METHOD #5 -  CASHED OUT


COMMON AREA MAINTENANCE POOL
- ----------------------------

NONE


CAPITAL EXPENDITURES
- --------------------

CAPITAL RESERVE
1996 VALUE -      15,095
THEREAFTER -  GROWING AT GROWTH RATE CPIG

CAPITAL IMPRVMNT 1
  1/1986 -           0
  1/1986 -           0

CAPITAL IMPRVMNT 2
  1/1986 -           0
  1/1986 -           0


<PAGE>


                                                                         PAGE 10



PRIMARY CLASSIFICATION CODES
- ----------------------------


NONE



SECONDARY CLASSIFICATION CODES
- ------------------------------


NONE



COST CENTERS
- ------------


NONE



SALES VOLUME PROFILE
- --------------------


          PERCENT OF       RELATIVE
MONTH    ANNUAL SALES       VOLUME
- -----    ------------      --------
 JAN         8.33%           1.00
 FEB         8.33%           1.00
 MAR         8.33%           1.00
 APR         8.33%           1.00
 MAY         8.33%           1.00
 JUN         8.33%           1.00
 JUL         8.33%           1.00


<PAGE>


                                                                         PAGE 11


 AUG         8.33%           1.00
 SEP         8.33%           1.00
 OCT         8.33%           1.00
 NOV         8.33%           1.00
 DEC         8.33%           1.00
           -------        -------
TOTALS     100.00%          12.00

GLOBAL RECOVERIES
- -----------------

REAL ESTATE TAXES , REFERRED TO AS TAX1
PRO RATA SHARE RECOVERY OF EXPENSE TAXE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

INSURANCE          , REFERRED TO AS INS1
PRO RATA SHARE RECOVERY OF EXPENSE INSE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

UTILITIES          , REFERRED TO AS UTL1
PRO RATA SHARE RECOVERY OF EXPENSE UTLE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP


<PAGE>


                                                                         PAGE 12


AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

OPERATING EXPENSES, REFERRED TO AS OPR1
PRO RATA SHARE RECOVERY OF EXPENSE OPRE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMMON AREA MAINT , REFERRED TO AS CAM1
PRO RATA SHARE RECOVERY OF EXPENSE CAME
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

COMBINATION 1     , REFERRED TO AS COM1
PRO RATA SHARE RECOVERY OF EXPENSE COM1
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE GLA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

CPI ADJ INDEX:CPIR, REFERRED TO AS CPIl
CPI RENTAL ADJUSTMENT BASED ON AN INDEX OF MARKET RATE CPIR
WITH A BASE OF THE INDEX VALUE IN THE OCCUPANCY YEAR
ACTING ON 100.00% OF THE OCCUPANCY YEAR BASE RENT
WITH NO CAP
AND CONTINUOUS ANNUAL GROWTH
MONTHLY PAYMENT ON A CASH BASIS USING A CALENDAR YEAR COMPUTATION
NOT CHARGED IN LIEU OF OVERAGE RENT FOR RETAIL LEASES


<PAGE>


                                                                         PAGE 13


CPI ADJ INDEX:CPIR, REFERRED TO AS CPI2
CPI RENTAL ADJUSTMENT BASED ON AN INDEX OF MARKET RATE CPIR
WITH A BASE OF THE INDEX VALUE IN THE OCCUPANCY YEAR
ACTING ON 100.00% OF THE OCCUPANCY YEAR BASE RENT
WITH NO CAP
AND CONTINUOUS ANNUAL GROWTH
MONTHLY PAYMENT ON A CASH BASIS USING A LEASE YEAR COMPUTATION
NOT CHARGED IN LIEU OF OVERAGE RENT FOR RETAIL LEASES

RATE ADJ 1        , REFERRED TO AS GOPR
RECOVERY OF AMOUNTS OR RATES IN COMBINATION
ADD MARKET RATE OPER
WITH A STOP OF MARKET RATE OPER
WITH RATES MULTIPLIED BY TENANT SQUARE FOOTAGE AND A FACTOR OF 1.00

RATE ADJ 2        , REFERRED TO  AS GPTR
RECOVERY OF AMOUNTS OR RATES IN COMBINATION
ADD MARKET RATE PTWR
WITH A STOP OF MARKET RATE PTWR
WITH RATES MULTIPLIED BY TENANT SQUARE FOOTAGE AND A FACTOR OF 1.00


TENANT PROLOGUE
- ---------------

MINIMUM RENTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR
MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

SALES VOLUMES AND BREAKPOINTS:
SPECIFIED AMOUNTS INTERPRETED AS AMOUNTS/YEAR


<PAGE>


                                                                         PAGE 14



MARKET RATES INTERPRETED AS AMOUNTS/SQUARE FOOT/YEAR

RENEWAL RENTS ARE COMPOUNDED ANNUALLY
RELETTING DOWNTIME AND EXPENSES ARE NOT CONDITIONAL ON GOING TO MARKET


REFERENCE TENANTS
- -----------------

THERE ARE A TOTAL OF 1 REFERENCE TENANT(S):

- --------------------------------------------------------------------------------

# 1   - REF
BASE LEASE DATES:      1/1996 TO 12/1996
TYPE OF TENANT:        OFFICE
SQUARE FOOTAGE:            1
MARKET RATE: RNT2
GROWTH RATE: RNTG
SUBJECT TO VACANCY ALLOWANCE

MINIMUM RENT:
INITIAL RENT -   16.00/SF/YR

RECOVERIES:

COMBINATION 2
PRO RATA SHARE RECOVERY OF EXPENSE COM2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP


<PAGE>


                                                                         PAGE 15


AND A BASE OF     3.73/SF MULTIPLIED BY AREA MEASURE NRA

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAXE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF 1.09/SF MULTIPLIED BY AREA MEASURE NRA

COMMISSIONS: NONE

ALTERATIONS: NONE

SPECULATIVE RENEWALS:

          LENGTH     VACANT   SQ FT     MONTHS OF
TERM   YEARS.MONTHS  MONTHS  INCREASE   FREE RENT  COMMISSIONS   ALTERATIONS
- ----   ------------  ------  --------   ---------  -----------   -----------
   1       5.00         3      NONE        NONE         YES          YES
   2       5.00         3      NONE        NONE         YES          YES
   3       5.00         3      NONE        NONE         YES          YES
   4       5.00         3      NONE        NONE         YES          YES

RENEWAL MINIMUM RENT:
MARKET RATE RNT1 MULTIPLIED BY 1.000
WITH PERCENTAGE STEPS OF
10.00 AFTER MONTH 36

RENEWAL RECOVERIES:

COMBINATION 2


<PAGE>


                                                                         PAGE 16



PRO RATA SHARE RECOVERY OF EXPENSE COM2
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

REAL ESTATE TAXES
PRO RATA SHARE RECOVERY OF EXPENSE TAXE
PRO RATED ON TENANT SQUARE FOOTAGE OVER AREA MEASURE NRA
CALCULATED ON AN ACCRUAL BASIS WITH A CALENDAR YEAR EXPENSE
WITH NO CAP
AND A BASE OF THE EXPENSE VALUE IN THE OCCUPANCY YEAR

RENEWAL COMMISSIONS:  STANDARD METHOD #3
RENEWAL PAYOUT:       CASHED OUT

RENEWAL ALTERATIONS:  STANDARD
RENEWAL PAYOUT:       CASHED OUT


<PAGE>

<TABLE>
<CAPTION>


QCCM470                                          DETAIL RENT ROLL REPORT                                                     PAGE 1
29                                                SKW II REAL ESTATE L.P.                                     SYSTEM DATE: 06/24/96
008                                                   ONE MONTVALE                                            SELECT DATE: 06/20/97
                                                     June 20, 1996                                                         16:40:28


- ------------------------------------------------------------------------------------------------------------------------------------
TENANT ID           S  T        RENTABLE C CHARGE                                  *****MONTHLY*********ANNUAL*****                 
TENANT NAME         T  T          USABLE D DESCRIPTION                       FRQ        AMOUNT         PSF       AMOUNT         PSF 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>  <C>                                  <C>     <C>             <C>        <C>          <C>   
01-100      -01 O R                  885                                                                                            
MCALARNEY TAX SERV.                  885                                                                                            
ONE MONTVALE AVENUE                                                                       0.00                        0             
STONEHAM            MA 02180                                                                                                        
OFFICE                                                                                                                              
EMERG                                                                                                                               

01-100      -02 C R                  885 B BASE RENT                         M01          0.00        0.00            0        0.00 
THE CREDIT EXCHANGE                  885                                           -----------            -------------             
ONE MONTVALE AVENUE                                                                       0.00                        0
STONEHAM            MA 02180                                                                                                        
OFFICE                                                                                                                              
EMERG                                                                                                                               

01-110      -01 C R                2,904 B BASE RENT                         M01      2,420.00        0.03       29,040       10.00 
CREDIT EXCHANGE INC.               2,904 C CAM                               M01        197.15        0.07        2,366        0.81 
ONE MONTVALE AVENUE                      M TAX REIMBURSE                     M01        104.77        0.04        1,257        0.43 
STONEHAM            MA 02180                                                       -----------            -------------
OFFICE                                                                                2,721.92                   32,663        
EMERG                                                                                                                               

01-200      -01 C R                1,800 B BASE RENT                         M01      1,875.00        1.04       22,500       12.50 
ZEITECH, INC.                      1,800 Z TEN SP BILLBACK                   M01        665.24        0.37        7,983        4.43 
ONE MONTVALE AVENUE                                                                -----------            -------------       
STONEHAM                                                                              2,540.24                                      
OFFICE                                                                                                                              
EMERG                                                                                                                               

01-201      -01 C R                2,137 B BASE RENT                         M01      2,137.00        1.00       25,644       12.00 
MASS. EYE & EAR                    2,137 C CAM                               M01         96.66        0.05        1,160        0.54 
ONE MONTVALE AVENUE                      M TAX  REIMBURSE                    M01         82.88        0.04          995        0.47 
STONEHAM  MA 02180                                                                 -----------            -------------           
OFFICE                                                                                2,316.54                   27,798             
EMERG                                                                                                                               

01-300       -01 C U                     D B BASE RENT                       M01     60,125.43        1.50      721,505       17.99 
INTERNAL REVENUE SVC              40,100                                           -----------            -------------             
ONE MONTVALE AVENUE                                                                                             721,505          
                                                                                  
<CAPTION>


- ------------------------------------------------------------------------------------------------------------------------------------
TENANT ID             DEPOSIT   DATE                        **********RECOVERY**********            ***********RENT INCREASE*******
TENANT NAME             L-M-R   DESC           DATE        CD      BASE      PSF      PCT           BEGIN       MONTHLY         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>             <C>                                                <C>          <C>                 
01-100      -01 O R    737.50   TERM                 5YR                                                                            
MCALARNEY TAX SERV.      0.00   EFF             05/28/94                                                                            
ONE MONTVALE AVENUE             EXP           06/30/1999                                                                            
STONEHAM                        M/IN             5/27/91                                                                            
OFFICE                          RT ST           07/01/95                                                                            
EMERG                           M/OUT           08/31/95                                                                            
                                                                                                                                    
01-100      -02 C R      0.00   TERM                  57                                           07/2096        737.50            
THE CREDIT EXCHANGE      0.00   EFF             01/29/96                                           11/2096        885.00            
ONE MONTVALE AVENUE             EXP           10/31/2000                                           11/2097        921.88            
STONEHAM                        M/IN            01/29/96                                           11/2098        958.75          
OFFICE                          RT ST           07/01/95                                                                            
EMERG                           M/OUT                                                                                               
                                                                                                                                    
01-110      -01 C R  2,478.00   TERM                  10                                           07/2096      2,420.00            
CREDIT EXCHANGE INC.     0.00   EFF             11/01/90                                           11/2096      2,904.00            
ONE MONTVALE AVENUE             EXP           10/31/2000                                           11/2097      3,025.00            
STONEHAM                        M/IN            11/01/90                                           11/2098      3,146.00            
OFFICE                          RT ST            7/01/95                                                                            
EMERG                           M/OUT                                                                                               
                                                                                                                                    
01-200      -01 C R  3,886.41   TERM                5 YR                                                                            
ZEITECH, INC.            0.00   EFF             04/10/95                                                                            
ONE MONTVALE AVENUE             EXP           04/09/2000                                                                            
STONEHAM                        M/IN            04/10/95                                                                            
OFFICE                          RT ST           07/01/95                                                                            
EMERG                           M/OUT                                                                                               
                                                                                                                                    
01-201      -01  C R     0.00   TERM                7 YR                                                                            
MASS. EYE & EAR          0.00   EFF             05/15/91                                                                            
ONE MONTVALE AVENUE             EXP            5/31/1998                                                                            
STONEHAM  MA 02180              M/IN             5/15/91                                                                            
OFFICE                          RT ST           07/01/95                                                                            
EMERG                           M/OUT                                                                                               
                                                                                                                                    
01-300       -01 C U     0.00   TERM                 8YR                                                                            
INTERNAL REVENUE SVC     0.00   EFF                                                                                                 
ONE MONTVALE AVENUE             EXP           02/28/1996                                                                            

<CAPTION>
                                                                                                                                    
- -----------------------------------------------------------------------------------------      
TENANT ID              *********        *********************MEMO************************      
TENANT NAME            ANN  PST            TITLE           DESCRIPTION                            
- -----------------------------------------------------------------------------------------      
<S>                        <C>                                                                     
01-100      -01 O R                                                                            
MCALARNEY TAX SERV.                                                                            
ONE MONTVALE AVENUE                                                                            
STONEHAM                                                                                       
OFFICE                                                                                         
EMERG                                                                                          
                                                                                               
01-100      -02 C R        10.00                                                                   
THE CREDIT EXCHANGE        12.00                                                                   
ONE MONTVALE AVENUE        12.50                                                                   
STONEHAM                   13.00                                                               
OFFICE                                                                                         
EMERG                                                                                          
                                                                                               
01-110      -01 C R        10.00                                                  
CREDIT EXCHANGE INC.       12.00                                                  
ONE MONTVALE AVENUE        12.50                                                  
STONEHAM                   13.00                                                  
OFFICE                                                                                         
EMERG                                                                                          
                                                                                               
01-200      -01 C R                                                                                 
ZEITECH, INC.                                                                                  
ONE MONTVALE AVENUE                                                                            
STONEHAM                                                                                       
OFFICE                                                                                         
EMERG                                                                                          

01-201      -01  C R                                                                                
MASS. EYE & EAR                                                                                
ONE MONTVALE AVENUE                                                                            
STONEHAM  MA 02180                                                                             
OFFICE                                                                                         
EMERG               
                                                                           
01-300       -01 C U                                                                                
INTERNAL REVENUE SVC                                                                           
ONE MONTVALE AVENUE                                                                            
                                                                                               
                                                                                               
</TABLE>

<PAGE>


                                                                               

<TABLE>
<CAPTION>


QCCM470                                         DETAIL RENT ROLL REPORT                                                      PAGE 2
29                                              SKW II REAL ESTATE L.P.                                       SYSTEM DATE: 06/24/96
008                                                   ONE MONTVALE                                            SELECT DATE: 06/20/97
                                                      June 20, 1996                                                        16:40:31


- ------------------------------------------------------------------------------------------------------------------------------------
TENANT ID           S  T        RENTABLE C CHARGE                                  *****MONTHLY*********ANNUAL*****           ****
TENANT NAME         T  T          USABLE D DESCRIPTION                    FRQ           AMOUNT         PSF       AMOUNT         PSF 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>   <C>                              <C>        <C>             <C>        <C>          <C>   
STONEHAM            MA 02180                                                                                                        
OFFICE                                                                                                                              
EMERG                                                                                                                               

01-400   -01 C U                       0 B BASE RENT                      M01        41,969.45        1.63      503,633       19.51 
FOOD & DRUG ADMIN.                25,820                                             ---------                  -------             
ONE MONTVALE AVENUE                                                                  41,969.45                  503,633            
STONEHAM            MA 02180                                                                                                        
OFFICE                                                                                                                              
EMERG                                                                                                                               

01-501A  -01 C R                   5,774 B BASE RENT                      M01         6,736.33        1.17       80,836       14.00 
MASS. EYE & EAR                    5,774 C CAM                            M01           260.12        0.05        3,121        0.54 
ONE MONTVALE AVENUE                      N TAX REIMBURSE                  M01           281.08        0.05        3,373        0.58 
STONEHAM            MA 02180                                                         ---------                  -------             
OFFICE                                                                                7,277.53                   87,330           
EMERG                                                                                                                               

01-501B  -01 C R                   4,123 B BASE RENT                      M01         4,810.00        1.17       57,722       14.00 
MASS. EYE & EAR                    4,123 C CAM                            M01           185.18        0.04        2,222        0.54 
ONE MONTVALE AVENUE                      N TAX REIMBURSE                  M01           157.86        0.04        1,894        0.46 
STONEHAM            MA 02180                                                         ---------                  -------             
OFFICE                                                                                5,153.21                   61,839            
EMERG                                                                                                                               

01-STOR01-01 C R                   1,000 B BASE RENT                      M01           375.00        0.38        4,500        4.50
MASS. EYE & EAR STOR               1,000 C CAM                            M01            25.89        0.03          311        0.31 
ONE MONTVALE AVENUE                                                                  ---------                  -------             
STONEHAM            MA 02180                                                            400.89                    4,811           
OFFICE                                                                                                                              

<CAPTION>


- ------------------------------------------------------------------------------------------------------------------------------------
TENANT ID                DEPOSIT    DATE                        **********RECOVERY**********         ***********RENT INCREASE*******
TENANT NAME                L-M-R    DESC           DATE         CD      BASE      PSF    PCT          BEGIN       MONTHLY         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>    <C>           <C>
STONEHAM                            M/IN             /  /
OFFICE                             RT ST          07/01/95
EMERG                              M/OUT
                                   
01-400   -01 C U            0.00   TERM                10Y
FOOD & DRUG ADMIN.          0.00   EFF            11/01/87
ONE MONTVALE AVENUE                EXP          10/31/1997
STONEHAM                           M/IN           11/01/87
OFFICE                             RT ST          07/01/95
EMERG                              M/OUT
                    
01-501A  -01 C R            0.00   TERM                7YR
MASS. EYE & EAR             0.00   EFF            05/15/91
ONE MONTVALE AVENUE                EXP          05/31/1998
STONEHAM                           M/IN           05/15/91
OFFICE                             RT ST          07/01/95
EMERG                              M/OUT
                    
01-501B  -01 C R            0.00   TERM                7YR 
MASS. EYE & EAR             0.00   EFF            05/15/91 
ONE MONTVALE AVENUE                EXP          05/31/1998 
STONEHAM                           M/IN           05/15/91 
OFFICE                             RT ST          07/01/95 
EMERG                              M/OUT                   
                            
01-STOR01-01 C R            0.00   TERM                7YR 
MASS. EYE & EAR STOR        0.00   EFF            05/15/91 
ONE MONTVALE AVENUE                EXP          05/31/1998                          
STONEHAM                           M/IN           05/15/91 
OFFICE                             RT ST          07/01/95 
                                   M/OUT                   
                            
<CAPTION>


- -------------------------------------------------------------------------------------------------- 
TENANT ID             *******                  *********************MEMO***************************
TENANT NAME           ANN         PSF         TITLE           DESCRIPTION                          
- -------------------------------------------------------------------------------------------------- 
<S>                   <C>
STONEHAM              
OFFICE                
EMERG                 
                      
01-400   -01 C U      
FOOD & DRUG ADMIN.    
ONE MONTVALE AVENUE   
STONEHAM              
OFFICE                
EMERG                 
                      
01-501A  -01 C R      
MASS. EYE & EAR       
ONE MONTVALE AVENUE   
STONEHAM              
OFFICE                
EMERG                 
                      
01-501B  -01 C R      
MASS. EYE & EAR       
ONE MONTVALE AVENUE   
STONEHAM              
OFFICE                
EMERG                 
                      
01-STOR01-01 C R      
MASS. EYE & EAR STOR  
ONE MONTVALE AVENUE   
STONEHAM              
OFFICE                
                      
                      
                      

</TABLE>




<PAGE>


<TABLE>
<CAPTION>



QCCM470                                         DETAIL RENT ROLL REPORT                                                      PAGE 3
29                                              SKW II REAL ESTATE L.P.                                       SYSTEM DATE: 06/24/96
008                                                   ONE MONTVALE                                            SELECT DATE: 06/20/97
20-Jun-96                                                                                                                  16:40:33

- ------------------------------------------------------------------------------------------------------------------------------------
TENANT ID           S  T        RENTABLE C CHARGE                                  *****MONTHLY************ANNUAL**********   
TENANT NAME         T  T          USABLE D DESCRIPTION                    FRQ      AMOUNT      PSF         AMOUNT       PSF         
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                      <C>                    <C>                 <C>                  
PROJECT TOTALS                             
                          RENTABLE         USABLE                      MARKET                 ACTUAL            DEPOSIT             
CURRENT TENANTS                                                                           122,505.21           6,364.41             
OLD TENANTS                                                                                     0.00              737.5             

OCCUPIED SUITES              18,623        84,543                   12,420.66   
VACANT SUITES                     0             0                        0.00                                                    
TOTALS                       18,623        84,543                   12,420.66             122,505.21           7,101.91             

GROSS POSSIBLE INCOME             122,505.21
GROSS POTENTIAL INCOME            120,448.38


THIS REPORT CONTAINS ALL TENANTS.


<CAPTION>


- ------------------------------------------------------------------------------------------------------------------------------------
TENANT ID           S  TDEPOSIT DATE                       **********RECOVERY**********              *********RENT INCREASE  *******
TENANT NAME         T  TL-M-R       DESC       DATE        CD          BASE        PSF     PCT       BEGIN       MONTHLY     ANN    
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                       <C>               <C>                  <C>             
PROJECT TOTALS                                                                                                                      
                              L-M-R                  BALANCE       # OF SUITES              % OF SUITES    % RENTABLE SQ FT         
CURRENT TENANTS                0.00                17,309.02                                                                        
OLD TENANTS                    0.00                 6,475.04                                                                        
                                                                                                                                    
OCCUPIED SUITES                                                              9                 100.000              100.000         
VACANT SUITES                                                                0                   0.000                0.000         
TOTALS                         0.00                23,784.06                 9                 100.000              100.000         
                                                                                                                                    
GROSS POSSIBLE INCOME   
GROSS POTENTIAL INCOME  
                        

<CAPTION>


- --------------------------------------------------------------------------------
TENANT ID           S                    *********************MEMO**************
TENANT NAME         T       PSF         TITLE           DESCRIPTION             
- --------------------------------------------------------------------------------
<S>                           <C>                                               
PROJECT TOTALS                                                                  
                       % USABLE SQ FT                                           
CURRENT TENANTS                                                                 
OLD TENANTS                                                                     
                                                                                
OCCUPIED SUITES               100.000                                           
VACANT SUITES                   0.000                                           
TOTALS                        100.000                                           
                                                                                
GROSS POSSIBLE INCOME                                                           
GROSS POTENTIAL INCOME                                                          
                       
                       




INCOME CODE SUMMARY                     MONTHLY                      ANNUAL

B BASE RENT                          120,448.28               1,445,380.56
C CAM                                    765.00                   9,180.00
N TAX REIMBURSE                          626.59                   7,519.08
Z TEN SP BILLBACK                        665.24                   7,982.88
                                    ............             ..............

                                     122,505.21               1,470,062.52

*** INDICATES AMOUNTS NOT INCLUDED IN SUMMARY


</TABLE>

<PAGE>


<TABLE>


GCGL486                                   PROFIT & LOSS VARIANCE WITN ANNUAL BUDGETS                                         PAGE
29                                                    SKW 11 REAL ESTATE L.P.                                SYSTEM DATE: 06/28/19
008                                                      ONE MONTVALE                                        SELECT DATE: 06/28/19
                                                             As of                                                           09:18
Cur. Period: 06/96                                      JUNE 20, 1996                                       PROJECT SQ FT
Sel. Period: 06/96                                                                                          PROJECT UNITS
===================================================================================================================================

<CAPTION>
 
                                     CURRENT MONTH                       YEAR TO DATE                       ANNUAL      BUDGET
DESCRIPTION                     ACTUAL        BUDGET   DIFFERENCE   ACTUAL          BUDGET   DIFFERENCE     BUDGET     REMAINING
===================================================================================================================================
   Real Estate Income
<S>                            <C>            <C>      <C>          <C>             <C>      <C>            <C>       <C>    

Rental Income                  120,290.65     123,031       2,740-   1,118,013.73   725,774      392,240    1,470,242     352,228
                               ----------------------------------------------------------------------------------------------------

   Total Property Revenue      120,290.65     123,031       2,740-   1,118,013.73   725,774      392,240    1,470,242     352,223
                               ----------------------------------------------------------------------------------------------------

   CAM/Tenant Reimbursables
CAM                                572.87       1,965       1,392-       4,027.17    11,785        7,758-      23,554      19,557
Tax Reimbursements                 546.80           0         547        3,262.70         0        3,263            0       3,263-
Utility Reimbursements               0.00           0           0          237.08         0          237            0         237-
Tenant Specific Billbacks          665.24           0         665        3,991.44         0        3,991            0       3,991-
                               ----------------------------------------------------------------------------------------------------

   Total CAM/Tenant Reimbursment 1,754.91       1,965         18O-      11,518.39    11,785          267-      23,584      12,066
                               ----------------------------------------------------------------------------------------------------

   Other Income
Other Income                        18.93           0          19          457.12         0          457            0        4.57-
                               ----------------------------------------------------------------------------------------------------

   Total Other Incone               18.93           0          19          457.12         0          457            0         457-
                               ----------------------------------------------------------------------------------------------------

   TOTAL REAL ESTATE INCOME    122,094.49     124,996       2,902-   1,129,989.24   737,559      392,430    1,493,826     363,837
                               ----------------------------------------------------------------------------------------------------`


   Operating Expenses

   Management Fee

Management Fee                   3,493.90       4,062         568       29,503.23    23,971        5,532-      48,549      19,046
                               ----------------------------------------------------------------------------------------------------


   Total Management Fees         3,493.90       4,062         568       29,503.23    23,971        5,532-      48,549      19,046
                               ----------------------------------------------------------------------------------------------------


   On Site Office/Gen Admin
Communications                     103.52         129          25          780.55       774            7-       1,728         947
Supply Expense                      40.19          15          25-         482.54        90          393-         18O         303-
Postage                              O.0O          35          35            0.00       210          210          420         420
Furn & Equip Rental & Expense       38.00          38           0          266.00       228           38-         456         190
                               ----------------------------------------------------------------------------------------------------


Total on Site Off/Gen Admin        181.71         217          35        1,529.09     1,302          227-       2,784       1,255
                               ----------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


<TABLE>
QCGL480                                   PROFIT & LOSS VARIANCE WITH ANNUAL BUDGETS                                         PAGE
29                                                 SKW II REAL ESTATE L.P.                                   SYSTEM DATE: 06/28/1
008                                                     ONE MONTVALE                                         SELECT DATE: 06/28/1
                                                             As of                                                          09:18
Cur. Period: 06/96                                       JUNE 20, 1996                                             PROJECT SQ FT
Sel. Period: 06/96                                                                                                  PROJECT UNITS
===================================================================================================================================
<CAPTION>

                                     CURRENT MONTH                          YEAR TO DATE                     ANNUAL     BUDGET
DESCRIPTION                        ACTUAL     BUDGET    DIFFERENCE      ACTUAL       BUDGET DIFFERENCE       BUDGET   REMAINING M
===================================================================================================================================
   Utilities
<S>                            <C>            <C>       <C>             <C>          <C>    <C>              <C>      <C>    
Electricity                      6,213.45       5,129       1,084-      38,161.81    30,074        8,088-      78,596      40,434-
Gas                                  0.00         206         206        7,120.73     9,630        2,509       12,600       5,479
Water/Sewage                       320.00       2,200       1,880        2,240.00     4,400        2,160        8,800       6,560
Other Utilities                  6,816.96       5,644       1,173-      35,818.85    33,380        2,439-      81,919      46,100
                               ----------------------------------------------------------------------------------------------------

   Total Utilities              13,350.41      13,179         171-      83,341.39    77,484       5,857-     181,915      98,574
                               ----------------------------------------------------------------------------------------------------

   Payroll & Burden
Administrative Payroll           1,250.00       1,250           0       11,250.00     7,500        3,750-      15,000       3,750
Maintenance Payroll              3,150.00       3,383         233       16,873.19    19,738        2,865       39,476      22,603
                               ----------------------------------------------------------------------------------------------------

   Total Payroll & Burden        4,400.00       4,633         233       25,123.19    27,238         885-       54,476      26,353
                               ----------------------------------------------------------------------------------------------------

   Building Services & Supplies
Exterminating                    4,896.00          85       4.811-       4,962.00     5,510          548        6,020       1,058
Janitorial                       5,673.00       5,746          73       34,038.00    34,476          438       68,952      34,914
Trash Removal                      466.00         400          66-       2,837.50     2,400          438-       4,800       1,963
Interior Plant Maintenance         150.00          75          75-         684.98       450          235-       1,400         715
Cleaning Supplies                  501.35         840         339        2,576.63     5,040        2,463       10,080       7,503
Lighting Supplies                  222.40         150          72-         480.67       900          419        1,800       1,319
Small Toots & Equipment            133.10         100          33-         392.00       600          208        1,200         808
Signs/Directories                    0.00          20          20          605.00       120          485-         240         365-

   Total Bldg Svcs & Supplies   12,041.85       7,416       4,626-      46,576.78    49,496        2,919       94,492      47,915
                               ----------------------------------------------------------------------------------------------------

   Security
Security/Alarm Service           7,725.13       3,737       3,988-      20,087.63    19,434          654-      38,868      18,780
Other Security                       0.00           0           0            0.00         0            0          250         250
                               ----------------------------------------------------------------------------------------------------

   Total Security                7,725.13       3,737       3,988-      20,087.63    19,434          654-      39,118      19,030
                               ----------------------------------------------------------------------------------------------------

   Grounds Maintenance
External Landscaping               980.00           0         980-         980.00     2,500        1,520        Z,500       1,520
Grounds/Garage Sweeping              0.00           0           0            0.00       500          500        1,000       1,000
Parking Lot/Garage Lighting          0.00         250         250          966.51     1,500          533        3,000       2,033
Parking Lot/Garage Repairs       2,479.75       1,200        1,280-      3,452.68     7,750        4,297        9,950       6,497
Exterior General Maintenance         0.00         250         250            0.00     1,150        1,150        1,650       1,650
Snow Removal                     2,980.00           0       2,980-      40,694.15     7,000       33,694-       8,000      32,694-
                               ----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
QCGL480                                   PROFIT & LOSS VARIANCE WITH ANNUAL BUDGETS                                         PAGE
29                                                   SKW II REAL ESTATE L.P.                                 SYSTEM DATE: 06/28/1
008                                                        ONE MONTVALE                                      SELECT DATE: 06/28/1
                                                                As of                                                       09:18
Cur. Period: 06/96                                         JUNE 20, 1996                                            PROJECT SQ FT
Sel. Period: 06/96                                                                                                  PROJECT UNITS
===================================================================================================================================
<CAPTION>

                                     CURRENT MONTH                             YEAR TO DATE                   ANNUAL     BUDGET
DESCRIPTION                       ACTUAL       BUDGET DIFFERENCE           ACTUAL    BUDGET DIFFERENCE        BUDGET    REMAINING M
===================================================================================================================================
<S>                            <C>             <C>    <C>              <C>          <C>     <C>               <C>       <C>    
   Total Grounds Maintenance     6,439.75       1,700       4,740-      46,093.34    20,400       25,693-      26,100      19.993-
                               ----------------------------------------------------------------------------------------------------

   Maint., Repairs and Decorati
Electrical                           0.00          50          50        1,019.53     2,050        1,030        2,350       1,330
Plumbing                            46.31          25          21-         148.39       230           82          460         312
HVAC                               307.88       3,258       2,950        7,442.96    13,441        5,998       30,280       22,837
Elevator                         1,300.00         650         650-       3,900.00     4,900        1,000        8,800       4,900
Keys & Locks                         0.00         100         100          467.12       600          133        1,200         733
Windows & Doors                      0.00           0           0           57.75     1,200        1,142        1,200       1,142
Interior Sprinkler System            0.00         200         200        4,592.66     1,950        2,643-       3,300       1,293-
Roof Repairs Non-Capital             0.00          50          50          970.14       300          670-         600         370-
Carpet Cleaning & Repairs            0.00         150         150            0.00       900          900        1,800       1,800
Interior Painting & Wallpaper    4,773.14         100       4,673-       4,819.17       600        4,220-       1,200       3,620-
                               ----------------------------------------------------------------------------------------------------

   Total Maint, Repair & Decor   ,427.33       4,583       1,844-      23,418.26    26,171        2,753       51,190      27,77Z
                               ----------------------------------------------------------------------------------------------------

Adv & Mktng/Admin Non Reimbur
Advertisements/Promotional/Soc       0.00       1,000       1,000            0.00     1,000        1,000        1,000       1,000
Legal & Professional Fees        2,229.95         500       1,730-      12,938.26     3,000        9,938-       6,000       6,938-
                               ----------------------------------------------------------------------------------------------------

   Total Adv & Mrktg/Admin       2,229.95       1,500         730-      12,938.26     4,000        8,938-       7,000       5,938-
                               ----------------------------------------------------------------------------------------------------

   TOTAL OPERATING EXPENSES     56,290.03      41,027      15,263-     291,611.17   249,496       42,115-     505,624     214,013
                               ----------------------------------------------------------------------------------------------------


   Fixed Expenses
Property Taxes                  11,689.00      11,689           0       70,134.00    70,134            0      140,268      70,134
Insurance                        1,075.00       1,075           0        6,450.00     6,450            0       12,900       6,450

   Total Fixed Expenses         12,764.00      12,764           0       76,584.00    76,584            0      153,168      76,584
                               ----------------------------------------------------------------------------------------------------

    TOTAL PROPERTY EXPENSES     69,054.03      53,791      15,263-     368,195.17   326,080       42,115-     658,792     290,597
                               ----------------------------------------------------------------------------------------------------

    NET PROP INC BEFORE FIX EXP 53,040.46      71,205      18,165-     761,794.07   411,479      350,315      835,034      73,240
                               ----------------------------------------------------------------------------------------------------

Non-Reimbursable Prop Exp
N/R Btdq Services & Supplies         0.00           0           0            0.00     5,269        5,269       10,538      10,538
                               ----------------------------------------------------------------------------------------------------

</TABLE>



   


<PAGE>


<TABLE>
QCGL480                                        PROFIT & LOSS VARIANCE WITH ANNUAL BUDGETS                                    PAGE
29                                                      SKW II REAL ESTATE L.P.                               SYSTEM DATE: 06/28/
008                                                            ONE MONTVALE                                   SELECT DATE: 06/28/
                                                                  As of                                                      09:1
Cur. Period: 06/96                                             JUNE 20, 1996                                        PROJECT SQ FT
Sel. Period: 06/96                                                                                                  PROJECT UNITS
===================================================================================================================================
<CAPTION>
                                    CURRENT MONTH                         YEAR TO DATE                        ANNUAL    BUDGET
DESCRIPTION                      ACTUAL         BUDGET DIFFERENCE       ACTUAL     BUDGET   DIFFERENCE        BUDGET   REMAINING
===================================================================================================================================
<S>                            <C>            <C>       <C>            <C>          <C>     <C>               <C>      <C>    
   Total Non-Reimbursable Prop       0.00           0           0             0.0     5,269        5,269       10,538      10,538
                               ----------------------------------------------------------------------------------------------------

    NET OPERATING INCOME        53,040.46      71,205      18,165-     761,794.07   406,210      355,584      824,496      62,702
                               ====================================================================================================





===================================================================================================================================
<CAPTION>

MEMO    ACCOUNT    DESCRIPTION                         KEY
===================================================================================================================================
<S>    <C>         <C>                                 <C>     <C>      
 1)    4010        Rental Income                       VAR     The total rental income for June is as
                                                               follows: McAlarney, $1,300 settlement;
                                                               Zeitech, $2,540.24 for June: IRS,
                                                               $61,117.20 for June; and FDA, $41,969.95
                                                               for June; Mass Eye & Ear, $15,148.17 for
                                                               May.  MEEI's June rent was received at
                                                               the bank on June 25th.
                                                               The Credit Exchange's rent was received
                                                               by the bank an June 21st.

 2)    5005         Management Fee                     VAR     The management fee for June reflects
                                                               3.25% of May's receipts totaling
                                                               $107,504.46.

 3)    5130         Electricity                        VAR     The actual expense reflects the cost of
                                                               electricity for the common areas for the
                                                               period 4/29 - 5/30.

 4)    S130         Water/Sewage                       VAR     The expense this month reflects the pay-
                                                               ment of the quarterly bill for water
                                                               sewer usage for the period February I
                                                               April 11, 1996.  The budget was based on
                                                               1995's budget.

 5)    5132         Other Utilities                    VAR     The total expense reflects payment on
                                                               five electric meters servicing the FDA
                                                               and IRS's premises for the period April
                                                               29 - May 30th.

 6)    5210         Exterminating                      VAR     This reflects installation of netting to
                                                               deter the pigeons from nesting on the
                                                               structural steel in the parking garage.
                                                               The budget assumed this work would be
                                                               done in May, but due to the work being

</TABLE>

<PAGE>

<TABLE>
ll-QCGL480                                                       06/96                                                 PAGE     2
29                                                       SKW II REAL ESTATE L.P.                          SYSTEM DATE: 06/28/1996
008                                                           ONE MONTVALE                                SELECT DATE: 06/28/1996
                                                                  As of                                                  09:18:32
Cur. Period: 06/96                                            JUNE 20, 1996                             PROJECT SQ FT           0
Sel. Period: 06/96                                                                                      PROJECT UNITS           0
===================================================================================================================================
<CAPTION>

MEM0   ACCOUNT   DESCRIPTION                          KEY
===================================================================================================================================
<S>    <C>       <C>                                  <C>    <C>   
                                                             done on the parking garage, it was post-
                                                             poned.

 7)    5230          Trash Removal                    VAR    The negative variance this month is due
                                                             to a service charge for loose materials
                                                             and dumping charge for the same. The
                                                             budget did not project any expenses over
                                                             and above the contract price.

 8)    5240          Interior Plant Maintenance       VAR    The negative variance was created this
                                                             month became March and April's service
                                                             was charged together.  We will not be
                                                             charged for May's service because of
                                                             problem we experienced with some of the
                                                             plants.

 9)    5265          Lighting Supplies                VAR    The negative variance this month is the
                                                             result of paying an invoice that dates
                                                             back to December of 1995. We were challenging
                                                             this invoice, but have determin-
                                                             ed that it is One Montvale Avenue's.
                                                             Year-to-Date we art under budget.

 10)    5320         Security/Alarm Service           VAR    This month expense for security services
                                                             reflects payment of invoice totaling
                                                             $3,306.25 April, $2,840.50 for May and
                                                             $1,578.38 for extra coverage for the
                                                             month of May during the work on the parking
                                                             garage.  An extra guard was on duty
                                                             from 7:00 a.m. - 11:00 a.m. directing
                                                             traffic.

 11)    5140         External Landscaping             VAR    The expense in June reflects payment for
                                                             the spring clean-up at the property.
                                                             The budget assured this would be done in
                                                             May, but due to the late winter it was
                                                             postponed.  The budget also assumed that
                                                             the cost of the spring clean-up would be
                                                             $2,500, but in the competitive bidding
                                                             process we were able to achieve what we
                                                             wanted to for $950.00. Some of the remaining
                                                             money will be used for flowers.

 12)    5460         Parking Lot/Garage Repairs       VAR    The June expense reflects the installa-
                                                             tion of the exit sign that was budgeted
                                                             in February.  Year-to-date was are under
                                                             budget.

 13)    5470         Snow Removal                     VAR    The expense this month reflects payment
                                                             of a lost invoice. The period covered
</TABLE>


<PAGE>

<TABLE>
QCGL480                                                            06/96                                                     PAGE
29                                                        SKW II REAL ESTATE L.P.                           SYSTEM DATE: 06/28/
008                                                            ONE MONTVALE                                  SELECT DATE: 6/28/
                                                                   As of                                                   09:18:
Cur. Period: 06/96                                             JUNE 20, 1996                                        PROJECT SQ FT
Sel. Period: 06/96                                                                                                  PROJECT UNITS
===================================================================================================================================
<CAPTION>

MEMO   ACCOUNT    DESCRIPTION                         KEY
===================================================================================================================================

<S>    <C>        <C>                                 <C>     <C> 
                                                              was February and March.

14)    5520          HVAC                             VAR     The positive variance is due to the
                                                              timing of planned maintenance and the
                                                              receipt of invoices from contractors.
                                                              The budget assumed that maintenance
                                                              would be performed on the roof top
                                                              equipment in the amount of $2,000, but
                                                              due to the replacement of the two air
                                                              handler units this may not be required.
                                                              Also, an invoice for the quarterly pay-
                                                              ment for the EMS has not been received.

15)    5525          Elevator                         VAR     The total expense this month reflects
                                                              payment of the monthly service contract
                                                              for May and June.

16)    5555          Interior Painting & Wallpaper    VAR     The negative variance reflects the paint
                                                              ing of the common areas of the building
                                                              to conform to the GSA leases.  This work
                                                              was not included in the budget, but will
                                                              be passed through to the tenants as an
                                                              operating expense.

17)    5610          Advertisements/Promotional/Soc   VAR     The budget assumed that an ice-cream
                                                              social would be planned for the tenants
                                                              of the building; however, due to the
                                                              construction in the garage, this was
                                                              postponed until July.

18)    5640          Legal & Professional Fees        VAR     The expenses this month breaks down as
                                                              follows: Legal; $1,335.95 in regards to
                                                              the McAlarney settlement and the pursuit
                                                              of the parking spaces from Caggiano,
                                                              Real Estate Tax Services; $350, and
                                                              Engineering; $594 paid in condition
                                                              with the new air handlers.
</TABLE>


<PAGE>


                               ONE MONTVALE AVENUE
                        1995 Operating Statement Summary

<TABLE>
<CAPTION>
                                            Jan. 1995 -                 July 1995 -            Full Year
                                            June'1995                   Dec. 1995               1995
                                         ==============                ============         =============
<S>                                        <C>                         <C>                  <C>  
Real Estate Income
Total Property Revenue                     705,201.00                  326,377.40           1,031,578.40
Total CAM/Tenant Reimb.                     12,066.00                   13,188.73              25,254.73
Other Income                                     -                         445.15                 445.15
Total Real Estate Income                   717,267.00                  340,011.28           1,057,278.28

Operating Expenses
Management Fee and Office                   34,356.00                   15,570.57              49,926.57
On Site Office/Gen. Admin.                                               2,580.04               2,580.04
Utilities                                   52,373.00                  126,432.38             178,805.38
Payroll & Burden                            38,351.00                   40,900.48              79,251.48
Bldg. Svcs. & Supplies                      41,081.00                   41,522.08              82,603.08
Security                                       594.00                        -                    594.00
Grounds Maintenance                          8,525.00                    3,315.38              11,840.38
Maint., Repairs, & Decor.                   50,814.00                   25,953.83              76,767.83
Adv & Mrktg/Admin.                             146.00                    6,898.40               7,044.40
Total Operating Expenses                   226,240.00                  263,173.16             489,413.16

Non-Reimbursable Exp.                       42,298.00                        -                 42,298.00

Total Property Expenses                    268,538.00                  263,173.16             531,711.16

Net Income Before Fixed Exp.               448,729.00                   76,838.12             525,567.12

Fixed Expenses
Property Taxes                              63,717.00                   72,210.00             135,927.00
Insurance                                    7,266.00                    7,266.00              14,532.00
Total Fixed Expenses                        70,983.00                   79,476.00             150,459.00

Net Operating Income                       377,746.00                   (2,637.88)            375,108.12


</TABLE>

- ----------------------
NOTE: Property management was transferred in June 1995.
T:\STRUCFINWINIPOOL\WHC-SKW2\MONT950P.XLS








                                     Page 1
<PAGE>




06/28/95                                                               Page:  2
 17:21
                              8329 MONTVALE OFFICE
                     STATEMENT OF PROFIT OR LOSS - Jun 30/95
                                 11 - CASH BASIS
<TABLE>
<CAPTION>

                                    CURRENT       CURRENT                        YTD       YTD                     ANNUAL
                                     ACTUAL        BUDGET     VARIANCE        ACTUAL    BUDGET   VARIANCE          BUDGET
<S>                                 <C>          <C>           <C>           <C>        <C>         <C>         <C>
R/E INCOME

GROSS POT  RENT/
RENTAL INCOME                       110,554      120,934       10,388-       705,201    707,294     2,093-      1,433,866
                                    -------      -------       ------        -------    -------     -----       ---------

TOTAL PROPERTY REVENUE              110,554      120,934       10,388-       705,201    707,294     2,093-      1,433,866

CAM/TENANT REIMBURSABLES
CAM                                     578        1,337          759-         4,193      8,022     3,829-         16,842

ESCALATIONS/OPER.EXP.REIMB              192            0          192            192          0       192               0
TAX REIMBURSEMENTS                       29-         352          381-         2,096      2,112        16-          4,222
UTILITY REMIBURSEMENTS                    0            0            0            160          0       160               0
TENANT SPECIFIC BILLBACKS             4,977            0        4,977          5,425          0     5,425               0
                                    -------      -------       ------        -------    -------     -----       ---------

TOTAL CAM/TENANT REIMB                5,718        1,689        4,829         12,066     10,134     1,932          20,264
                                    =======      =======       ======        =======    =======     =====       =========

TOTAL R/E INCOME                    116,273      122,623        6,350-       717,267    717,428       161-      1,454,130


OPERATING EXPENSES CAM FOR RTL

MANAGEMENT AND OFFICE
MANAGEMENT FEE                        9,414        4,985        4,589         33,400     28,695     4,785          58,165
COMMUNICATIONS                          134          131            3            753        786        33-          1,572
SUPPLY EXPENSE                            0           10           10-             0         60        60-            120
POSTAGE                                  55            0           55            135          0       135               0
DUES & SUBSCRIPTIONS                      0           25           25-            29        150       121-            300
FURN & EQUIP RENTAL & EXP                 0            0            0             38          0        38               0
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL MANAGEMENT AND OFFICE           9,682        5,071        4,531         34,356     29,691     4,665          68,157


UTILITIES
   ELECTRICITY                        6,412        7,500        1,888-        39,599     40,000       401-         85,044
   GAS                                  344          200          144          8,276      9,350     1,074-         12,233
   WATER/SEWAGE                           0        2,093        2,093-         4,499      4,186       313           8,373
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL UTILITIES                       6,755        9,793        3,038-        52,373     53,536     1,163-        105,650

PAYROLL & BURDEN
   ADMINISTRATIVE PAYROLL             2,019        1,400          619         10,422      9,100     1,322          18,196
   ADMINISTRATIVE BURDEN                576          341          235          2,638      2,216       422           4,430
   MAINTENANCE PAYROLL                3,954        2,738        1,216         17,633     17,797       164-         35,598
   MAINTENANCE BURDEN                 1,855        1,050          805          7,658      6,825       833          13,654
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL PAYROLL & BURDEN                8,405        5,529        2,876         38,351     35,938     2,413          71,878

BUILDING SERVICES & SUPPLIES
   JANITORIAL                         5,673        5,637           36         33,163     33,822       659-         67,648
   TRASH REMOVAL                        467          395           72          2,442      2,370        72           4,748
</TABLE>



<PAGE>



06/28/95                                                               Page:  3
 17:21
                              8329 MONTVALE OFFICE
                     STATEMENT OF PROFIT OR LOSS - Jun 30/95
                                 11 - CASH BASIS
<TABLE>
<CAPTION>

                                    CURRENT       CURRENT                        YTD        YTD                    ANNUAL
                                     ACTUAL        BUDGET     VARIANCE        ACTUAL     BUDGET  VARIANCE          BUDGET
<S>                                 <C>          <C>           <C>           <C>        <C>         <C>         <C>
   INTERIOR PLANT MAINTENANCE             0           75           75-           450        454         0             900
   CLEANING SUPPLIES                    593          500           93          2,928      3,000        72-          6,000
   LIGHTING SUPPLIES                      0            0            0            454          0       454               0
   SIGNS/DIRECTORIES                      0           21           21-             0        126       126-            258
   OTHER BLDG SVCS & SUPPLIES           347            0          347          1,644          0     1,644               0
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL BLDG SERVICES & SUPPLIES        7,079        6,628          451         41,081     39,768     1,313          79,538

SECURITY
   TELEPHONE MONITORING                   0            0            0            119          0       119               0
   SECURITY/ALARM SERVICE                 0           88           88-           475        528        53-          1,050
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL SECURITY                            0           88           88-           594        528        66           1,050
GROUNDS MAINTENANCE
   EXTERNAL LANDSCAPING                   0            0            0            429      1,075       646-          1,075
   GROUNDS/GARAGE SWEEPING                0            0            0            968        500       460             500
   PARKING LOT/GARAGE LIGHTING            0          250          250-         1,013      1,500       487-          3,000
   PARKING LOT/GARAGE REPAIRS             0          479          479-             0      2,874     2,874-          5,750
   EXTERIOR GENERAL MAINT             1,458            0        1,458          2,046          0     2,846               0
   SNOW REMOVAL                           0            0            0          4,077      7,500     3,423-         10,382
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL GROUNDS MAINTENANCE             1,458          729          729          8,525     13,449     4,924-         20,707

MAINTENANCE, REPAIRS & DECOR
   ELECTRICAL                         1,050          167          913          2,573      1,002     1,571           2,000
   PLUMBING                               0           54           54-            80        324       244-            650
   HVAC                               3,190        1,285        1,985         11,653      7,710     3,943          15,414
   ELEVATOR                           8,088          750        7,330         32,903      4,500    28,483           9,000
   KEYS & LOCKS                           0          104          104-           264        624       368-          1,250
   WINDOWS & DOORS                        0           21           21-           925        126       799             250
   OTHER MAINTENANCE                      0            0            0            102          0       102               0
   INTERIOR SPRINKLER SYSTEM            325          313           12          1,400      1,878       478-          3,758
   ROOF REPAIRS NON-CAPITAL               0           63           63-             0        378       378-            750
   CARPET CLEANING & REPAIRS              0          208          208-           475      1,248       773-          2,500
   INTERIOR PAINTING & WALLPAPER          0          288          288-           439      1,248       889-          2,500
                                    -------      -------       ------        -------    -------    ------       ---------
TOTAL MAINT, REPAIRS & DECOR         12,675        3,173        9,582         50,814     19,038    31,776          38,064

ADVERTISING & MARKETING/ADMIN
   ADVERTISEMENTS/PROMOTIONAL/SOC         0          138          138-             0        828       828-          1,650
   PROPERTY SIGNS                         0           13           13-             0         78        78-            150
   LEGAL & PROFESSIONAL FEES              0          417          471-            50      2,502     2,453-          5,000
   CREDIT BUREAU FEES                     0            0            0             38          0        38               0
   OTHER ADMINISTRATIVE                   0            0            0             59          0        59               0
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL ADV & MARKETING/ADMIN               0          568          568-           146      3,408     3,262-          6,800
                                    =======      =======       ======        =======    =======    ======       =========
TOTAL OPERATING EXPENSES             45,974       31,579       14,395        226,241    195,356    38,885         383,844
</TABLE>



<PAGE>



06/28/95                                                               Page:  4
 17:21
                              8329 MONTVALE OFFICE
                     STATEMENT OF PROFIT OR LOSS - Jun 30/95
                                 11 - CASH BASIS
<TABLE>
<CAPTION>

                                    CURRENT       CURRENT                        YTD       YTD                     ANNUAL
                                     ACTUAL        BUDGET     VARIANCE        ACTUAL    BUDGET   VARIANCE          BUDGET
<S>                                 <C>          <C>           <C>           <C>        <C>         <C>         <C>
NON-REIMBURSABLE PROP EXPENSE*
   BUILDING SERVICES & SUPPLIES       7,055        7,617          562-        41,973     45,702     3,729          91,400
   GROUNDS MAINTENANCE                  150            0          150            150          0       150               0
   MAINT, REPAIRS & DECORATING            0            0            0            175          0       175               0
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL  NON-REIMBURS PROP EXP          7,205        7,617          412-        42,298     45,702     3,404-         91,400
                                    -------      -------       ------        -------    -------     -----       ---------
TOTAL PROPERTY EXPENSES               7,205        7,617          412-        42,298     45,702     3,404-         91,400

                                    =======      =======       ======        =======    =======    ======       =========
NET PROP INC BEFORE FIXED EXP       63,093        83,427       20,334        448,728    476,370    27,642-        978,886

FIXED EXPENSES
   PROPERTY TAXES                    10,639            0       10,639         63,717     68,102     4,385-        144,417
   PROPERTY TAX SERVICE FEES              0            0            0              0      3,750     3,750-          3,750
   INSURANCE                          1,211        1,211            0          7,266      7,266         0          14,528
                                    =======      =======       ======        =======    =======    ======       =========
TOTAL FIXED EXPENSES                 11,850        1,211       10,639         70,983     79,118     8,135-        162,695

                                    =======      =======       ======        =======    =======    ======       =========
NET OPERATING INCOME                 51,243       82,216       30,973        377,745    397,252    19,507-        816,191
</TABLE>


BUSINESS  PLAN:     Building = 100,630

          NOI:      $760, 669

          Sell:     12/31/98
          Date:

          Price:    $7,800,000

          Cap:      10% Cap on 98 income  
                    (trailing income)

                                    SF                         % BLDG
- -----------------------------------------------------------------------
IRS EXPIRE - 2/96                   48,475                     48.2%
FDA EXPIRE - 12/97                  31,775                     31.6%

                                                               79.8%
                                                               ------
SALE  =  $7,400,000,  $7350/SF, 10.2% Cap rate  11% IRR

[*GOVT., IRS, LIGHTS, BULB, HVAC, ELECTRICITY]


<PAGE>


<TABLE>
<CAPTION>

                                            PROFIT AND LOSS VARIANCE WITH ANNUAL BUDGETS                                     Page 1
                                                       SKW II REAL ESTATE L.P.                              SYSTEM DATE: 12/28/1995
                                                            ONE MONTVALE                                    SELECT DATE: 12/20/1995
                                                       AS OF DECEMBER 20, 1995                                             14:33:57
                                                                                                            PROJECT SQ FT         0
                                                                                                            PROJECT UNITS         0

====================================================================================================================================
                                    CURRENT MONTH                      YEAR TO  DATE                      ANNUAL     BUDGET
DESCRIPTION                         ACTUAL   BUDGET DIFFERENCE       ACTUAL      BUDGET   DIFFERENCE      BUDGET   REMAINING  MEMO
====================================================================================================================================
<S>                              <C>        <C>       <C>        <C>          <C>         <C>          <C>         <C>           <C>
     Real Estate Income

Rental Income                    20,228.50  121,418   101,190-   326,377.40   1,433,866   1,107,489-   1,433,866   1,107,489     1
                                 -------------------------------------------------------------------------------------------

     Total Property Revenue      20,228.50  121,418   101,190-   326,377.40   1,433,866   1,107,489-   1,433,866   1,107,489
                                 -------------------------------------------------------------------------------------------

     CAM/Tenant Reimbursables
CAM                                 765.00        0       765      4,970.74           0       4,971            0       4,971-
Escalations/Oper. Exp. Reimb.         0.00    1,337     1,337-         0.00      16,044      16,044-      16,044      16,044
Tenant Specific Billbacks         1,330.48        0     1,330      3,991.44           0       3,991            0       3,991-
                                 -------------------------------------------------------------------------------------------

     Total CAM/Tenant Reimbs      2,722.07    1,689     1,033     13,188.73      20,268       7,079-      20,268       7,079
                                 -------------------------------------------------------------------------------------------

     Other Income
Other Income                         95.07        0        95        445.15           0         445            0         445-
                                 -------------------------------------------------------------------------------------------

     Total Other Income              95.07        0        95        445.15           0         445            0         445-
                                 -------------------------------------------------------------------------------------------

     TOTAL REAL ESTATE INCOME    23,045.64  123,107   100,061-   340,011.28   1,454,134   1,114,123-   1,454,134   1,114,123
                                 -------------------------------------------------------------------------------------------

     Operating Expenses

     Management Fee
Management Fee                    2,300.00    4,924     2,624     15,570.57      58,163      42,592       58,163      42,592     2
                                 -------------------------------------------------------------------------------------------

     Total Management Fees        2,300.00    4,924     2,624     15,570.57      58,163      42,592       58,163      42,592
                                 -------------------------------------------------------------------------------------------

     On Site Office/Gen Admin
Communications                      124.02      131         7      2,236.70       1,572         665-       1,572         665-
Supply Expense                        6.65       10         3        329.35         120         209-         120         209-
Dues & Subscriptions                  0.00       25        25          0.00         300         300          300         300
Other Management & Office             0.00        0        0          13.99           0          14-           0          14-
                                 -------------------------------------------------------------------------------------------

     Total On Site Off/Gen Admin    130.67      166        35      2,580.04       1,992         588-       1,992         588-
                                 -------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                                            PROFIT AND LOSS VARIANCE WITH ANNUAL BUDGETS                                     Page 2
                                                       SKW II REAL ESTATE L.P.                              SYSTEM DATE: 12/28/1995
                                                            ONE MONTVALE                                    SELECT DATE: 12/20/1995
                                                       AS OF DECEMBER 20, 1995                                             14:33:57
                                                                                                            PROJECT SQ FT         0
                                                                                                            PROJECT UNITS         0

====================================================================================================================================
                                    CURRENT MONTH                      YEAR TO  DATE                      ANNUAL     BUDGET
DESCRIPTION                         ACTUAL   BUDGET DIFFERENCE       ACTUAL      BUDGET   DIFFERENCE      BUDGET   REMAINING  MEMO
====================================================================================================================================
<S>                              <C>        <C>       <C>        <C>          <C>         <C>          <C>         <C>           <C>
     Utilities
Electricity                      11,884.46    6,000     5,884-   121,309.81      85,004      36,266-      85,044      36,266-    3
Gas                                 683.67    1,122       438      1,322.57      12,233      10,910       12,233      10,910
Water/Sewage                      2,752.00    2,093       659-     3,800.00       8,372       4,572        8,372       4,572     4
                                 -------------------------------------------------------------------------------------------

     Total Utilities             15,320.13    9,215     6,105-   126,432.38     105,649      20,783-     105,649      20,783-
                                 -------------------------------------------------------------------------------------------

     Payroll & Burden
Administrative Payroll                0.00    1,400     1,400      3,750.00      18,200      14,450       18,200      14,450
Administrative Burden                 0.00      341       341          9.29       4,432       4,423        4,432       4,423
Leasing Burden                        0.00        0         0        777.18           0         777-           0         777-
Maintenance Payroll               5,354.03    2,738     2,616-    34,936.43      35,594         658       35,594         658     5
Maintenance Burden                    0.00    1,050     1,050      1,427.58      13,650      12,222       13,650      12,222
                                 -------------------------------------------------------------------------------------------

     Total Payroll & Burden       5,354.03    5,529       175     40,900.48      71,876      30,976       71,876      30,976
                                 -------------------------------------------------------------------------------------------

     Building Services & supplies
Janitorial                        5,673.00    5,637        36-    34,038.00      67,644      33,606       67,644      33,606
Trash Removal                       400.00      395         5-     2,439.00       4,740       2,301        4,740       2,301
Interior Plant Maintenance          150.00       75        75-       560.25         900         340          900         340     6
Cleaning Supplies                   405.44      500        95-     4,207.61       6,000       1,792        6,000       1,792
Signs/Directories                     0.00        0         0        277.22           0         277-           0         277-

     Total Bldg Svcs & Supplies   6,628.44    6,628         0-    41,522.08      79,536      38,014       79,536      38,014
                                 -------------------------------------------------------------------------------------------

     Security
Security/Alarm Services               0.00       88        88          0.00       1,056       1,056        1,056       1,056
                                 -------------------------------------------------------------------------------------------

     Total Security                   0.00       88        88          0.00       1,056       1,056        1,056       1,056
                                 -------------------------------------------------------------------------------------------

     Grounds Maintenance
External Landscaping                532.00        0       532-       532.00       1,075         543        1,075         543     7
Grounds/Garage Sweeping             108.38        0       108-       108.38         500         392          500         392     8
Parking Lot/Garage Lighting           0.00      250       250          0.00       3,000       3,000        3,000       3,000
Parking Lot/Garage Repairs            0.00      479       479      2,675.00       5,748       3,073        5,748       3,073
Snow Removal                          0.00    2,000     2,000          0.00      10,382      10,382       10,382      10,382
                                 -------------------------------------------------------------------------------------------

     Total Grounds Maintenance      640.38    2,729     2,089      3,315.38      20,705      17,390       20,705      17,390
                                 -------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



<TABLE>
<CAPTION>

                                            PROFIT AND LOSS VARIANCE WITH ANNUAL BUDGETS                                     Page 3
                                                       SKW II REAL ESTATE L.P.                              SYSTEM DATE: 12/28/1995
                                                            ONE MONTVALE                                    SELECT DATE: 12/20/1995
                                                       AS OF DECEMBER 20, 1995                                             14:33:57
                                                                                                            PROJECT SQ FT         0
                                                                                                            PROJECT UNITS         0

====================================================================================================================================
                                     CURRENT   MONTH                    YEAR TO  DATE                 ANNUAL       BUDGET           
DESCRIPTION                          ACTUAL    BUDGET DIFFERENCE       ACTUAL    BUDGET   DIFFERENCE   BUDGET     REMAINING   MEMO
====================================================================================================================================
<S>                               <C>          <C>        <C>     <C>           <C>        <C>        <C>          <C>         <C>
Maint., Repairs and Decoration                
Electrical                           221.99       167        55-     7,159.13     2,004      5,146-     2,004        5,146-      9
Plumbing                               0.00        54        54        180.15       648        648        648          648
HVAC                               2,258.55     1,285       974-     9,319.87    15,420      6,100     15,420        6,100      10
Elevator                             650.00       750       100      4,758.78     9,000      4,241      9,000        4,241
Keys & Locks                           0.00       104       104        748.93     1,248        499      1,248          499
Windows & Doors                        0.00        21        21         60.00       252        192        252          192
Interior Sprinkler System          1,355.00       313     1,042-     1,780.00     3,756      1,976      3,756        1,976      11
Roof Repairs Non*Capital             874.13        63       811-       874.13       756        118-       756          118-     12
Carpet Cleaning & Repairs              0.00       208       208         38.00     2,496      2,458      2,496        2,458
Interior Painting & Wallpaper        451.51       208       244-     1,043.84     2,496      1,452      2,496        1,452      13
                                 -------------------------------------------------------------------------------------------
                                              
Total Maint, Repair & Decor        5,811.18     3,173     2,638-    25,953.83    38,076     12,122     38,076       12,122
                                 -------------------------------------------------------------------------------------------
                                              
Adv & MktgAdmin Non Reimbur                   
Advertisements/Promotional/Soc         0.00       138       138        164.00     1,656      1,492      1,656        1,492
Property Signs                         0.00        13        13          0.00       156        156        156          156
gal & Professional Fees            1,105.60       417       689-     6,734.40     5,004      1,730-     5,004        1,730-     14
                                 -------------------------------------------------------------------------------------------
                                              
Total Adv & Mktg/Admin             1,105.60       568       538-     6,898.40     6,816         82-     6,816           82-
                                 -------------------------------------------------------------------------------------------
                                              
TOTAL OPERATING EXPENSES          37,290.43    33,020     4,270-   263,173.16   383,869    120,869    383,869    1,200,696
                                 -------------------------------------------------------------------------------------------
                                              
Non*Reimbursable Prop Exp                     
N/R Bldg Services & Supplies           0.00     7,617     7,617          0.00    91,404     91,404     91,404       91,404
                                 -------------------------------------------------------------------------------------------
                                              
Total Non*Reimbursable Prop            0.00     7,617     7,617          0.00    91,404     91,404     91,404       91,404
                                 -------------------------------------------------------------------------------------------
                                              
                       
TOTAL PROPERTY EXPENSES           37,290.43    40,637     3,347    263,173.16   475,273    212,100     475,273     212,100
                                 -------------------------------------------------------------------------------------------
                                              
                   
NET PROP INC BEFORE FIX EXP       14,244.79-   82,470    96,715-    76,838.12   978,861    902,023-    978,861-     902,023
                                 -------------------------------------------------------------------------------------------
                                              
Fixed Expenses                                
Property Taxes                    12,035.00         0    12,035-    72,210.00   144,417     72,207    144,417       72,207
Property Tax Service Fees              0.00         0         0          0.00     3,750      3,750      3,750        3,750
Insurance                          1,211.00     1,211         0      7,266.00    14,532      7,266     14,532        7,266
                                            
</TABLE>



<PAGE>

QCGL480                                                                   PAGE 4
29                                                       SYSTEM DATE: 12/28/1995
008                                                      SELECT DATE: 12/20/1995
                                                                        14:34:05
[ILLEGIBLE]  Period: 12/95                                  PROJECT SQ FT      0
[ILLEGIBLE]  Period: 12/95                                  PROJECT UNITS      0

                   PROFIT & LOSS VARIANCE WITH ANNUAL BUDGETS
                             SKW 11 REAL ESTATE L.P.
                                  ONE MONTVALE
                                      As of
                                DECEMBER 20, 1995

<TABLE>
<CAPTION>
====================================================================================================================================
                                   CURRENT MONTH                       YEAR TO DATE                     ANNUAL      BUDGET
    DESCRIPTION                 ACTUAL      BUDGET   DIFFERENCE      ACTUAL     BUDGET    DIFFERENCE    BUDGET     REMAINING    MEMO
====================================================================================================================================
<S>                           <C>          <C>        <C>          <C>         <C>         <C>          <C>          <C>        <C>
  Total Fixed Expenses        13,246.00     1,211      12,035-     79,476.00   162,699      83,223      162,699       83,223
                              ------------------------------------------------------------------------------------------------------
  NET OPERATING INCOME        27,490.79-   81,259     108,750-      2,637.88-  816,162     818,800-     816,162      818,800
                              ======================================================================================================
</TABLE>


================================================================================
MEMO ACCOUNT  DESCRIPTION                  KEY
================================================================================
 1) 4010   Rental Income                   VAR  The total rental income for
                                                December as follows: Credit
                                                Exchange, $2,721.92 for
                                                November; MEEI, $15,148.17 for
                                                December. The FDA and IRS are
                                                holding rental payment until
                                                paperwork is COMPLETED regarding
                                                the change of ownership. Credit
                                                Exchange is mailing its December
                                                rent on December 28, 1995.

 2) 5005   Management Fee                  VAR  The payment this month of
                                                $2,300.00 represents the
                                                management fee for November and
                                                reflects the minimum fee per the
                                                management agreement.

 3) 5110   Electricity                     VAR  The actual expense reflects the
                                                cost of electricity for the
                                                common areas and the GSA spaces.
                                                The budget assumed this
                                                account would reflect only
                                                common area charges.

 4) 5130   Water/Sewage                    VAR  This payment reflects water and
                                                sewer usage for the period, July
                                                3, 1995 - October 25, 1995. The
                                                usage was slightly higher than
                                                what the budget anticipated.

 5) 5175   Maintenance Payroll             VAR  This account reflects security
                                                coverage for the months of
                                                November totaling, $3,093.50;
                                                TCNE payroll for November
                                                totaling $2,260.53.

 6) 5240   Interior Plant Maintenance      VAR  The negative variance reflects
                                                two months of service for
                                                interior plant

<PAGE>


QCGL480                                                                   PAGE 2
29                                                       SYSTEM DATE: 12/28/1995
008                                                      SELECT DATE: 12/20/1995
                                                                        14:34:06
[ILLEGIBLE] Period: 12/95                                    PROJECT SQ FT     0
[ILLEGIBLE] Period: 12/95                                    PROJECT UNITS     0

                                      12/95
                             SKW 11 REAL ESTATE L.P.
                                  ONE MONTVALE
                                      As of
                                DECEMBER 20, 1995


================================================================================
MEMO ACCOUNT  DESCRIPTION                  KEY
================================================================================

                                                care.

 7) 5410   External Landscaping            VAR  The actual expense reflects
                                                payment to Beaver Tree Experts
                                                for the annuaL trimming of the
                                                trees around the building.

 8) 5430   Grounds/Garage Sweeping         VAR  This expense reflects the
                                                purchase of a leaf blower to
                                                clean the parking lot of leaves
                                                and light debris.

 9) 5510   Electrical                      VAR  This expense reflects the
                                                purchase of light bulb supplies
                                                for use in tenant spaces. The
                                                electrical retrofit is under
                                                way. Once this is completed the
                                                need for replacement bulbs will
                                                be significantly reduced.

10) 5520   HVAC                            VAR  The negative variance is
                                                attributable to the repair of
                                                the water booster pump and
                                                preventative maintenance
                                                performed on the two Reznor
                                                units that provide makeup air to
                                                the building.

11) 5540   Interior Sprinkler System       VAR  The expense this month reflects
                                                the quarterly test of the fire
                                                alarm devices and the annual
                                                fire pump test.

12) 5545   Roof Repairs Non-Capital        VAR  The expense this month reflects
                                                payment made to Aqua Barriers to
                                                repair a leak in the Mass. Eye
                                                and Ear space. This is not a
                                                recoverable expense.

13) 5555   Interior Painting & Wallpaper   VAR  This reflects the purchase of
                                                supplies for painting and
                                                miscellaneous tools needed for
                                                interior repair & maintenance

14) 5640   Legal & Professional Fees       VAR  This expense reflects legal fees
                                                incurred in conjunction with the
                                                parking lease with Ben
                                                Caggianno.

<PAGE>


                                                                         Page: 1

                 0729 ONE MONTVALE AVENUE LP
         YTD STATEMENT OF PROFIT OR LOSS - Dec 31/93


                                                                             YTD
                                                                          ACTUAL

INCOME

RENTAL INCOME                                                          
   COMMERCIAL RENT - OTHER                                                18,054
   COMMERCIAL RENT - OFFICE SPACE                                      1,563,084
   COMMERCIAL WORK ORDER INCOME                                           18,991
   COMMERCIAL CAM CHARGES                                                    118
   REAL ESTATE TAX RECOVERIES                                              2,411
   OPERATING INCOME                                                       31,053
   MISC PROPERTY INCOME                                                       58
                                                                       ---------
TOTAL RENTAL INCOME                                                    1,625,760

FINANCIAL INCOME
   INTEREST INCOME                                                           987
                                                                       ---------
TOTAL FINANCIAL INCOME                                                       987

                                                                       ---------
TOTAL INCOME                                                           1,626,747
                                                                       ---------

EXPENSES

ESCALATABLE EXPENSES

ADMINISTRATIVE
   ADMINISTRATIVE SALARIES                                                12,649
   OFFICE SUPPLIES & EXPENSES                                                 23
   PROFESSIONAL FEES & SERVICES                                           74,180
   TELEPHONE                                                               1,320
   ANSWERING SERVICE                                                         345
   DUES & MEMBERSHIPS                                                         17
   EDUCATION                                                                 137
   MISC ADMINISTRATIVE                                                        89
   MEALS/ENTERTAINMENT                                                        14
   POSTAGE & DELIVERY                                                         94
   TRAVEL                                                                     64
   PAYROLL TAXES (FICA)                                                    4,017
   PAYROLL TAXES (FED UC)                                                    178
   PAYROLL TAXES (STATE UC)                                                1,771
   PAYROLL TAXES (OTHER)                                                      25
   EMPLOYERS 401k CONTRIBUTION                                               738
                                                                       ---------
TOTAL ADMINISTRATIVE                                                      95,659
   MANAGEMENT FEES                                                        65,070

MAINTENANCE & REPAIRS
    CLEANING-SUPPLIES                                                      5,631


<PAGE>


                                                                         Page: 2

                 0729 ONE MONTVALE AVENUE LP
         YTD STATEMENT OF PROFIT OR LOSS - Dec 31/93


                                                                             YTD
                                                                          ACTUAL

                                                   
   CLEANING-CONTRACT                                                     67,014
   WASTE REMOVAL                                                          3,959
   SECURITY SALARIES                                                     13,046
   SECURITY CONTRACT                                                      4,463
   PROFESSIONAL SERV-OPERATING                                              900
   GROUNDS SUPPLIES                                                         328
   GROUNDS CONTRACT                                                         625
   EXTERIOR MAINTEN/REPAIRS                                                 125
   SIGNS, BANNERS, FLAGS                                                    153
   MAINTENANCE SALARIES                                                  29,120
   REPAIRS & MAINTENANCE SUPPLIES                                         2,578
   REPAIRS & MAINTEN CONTRACT                                             7,597
   PLUMBING REPAIRS/SUPPLIES                                              1,497
   ELECTRICAL REPAIRS/SUPPLIES                                            2,065
   ELEV MAINT CONTR/SUPPLIES                                              2,829
   HEATING/COOLING HVAC REPAIRS                                          11,055
   FIRE ALARM/SPRINKLER                                                   3,577
   SNOW REMOVAL & SANDING CONTR                                           8,547
   UNIFORMS                                                                 387
   DECORATING - CONTRACT                                                 13,514
   MAINT EQUIPMENT REPAIRS                                                  288
   EQUIPMENT RENTALS                                                         74
                                                                        -------
TOTAL MAINTENANCE & REPAIRS                                             179,372

UTILITIES
   ELECTRICITY                                                           80,717
   WATER                                                                    878
   GAS                                                                   11,174
   SEWER                                                                  2,267
                                                                        -------
TOTAL UTILITIES                                                          95,836

INSURANCE
   PROPERTY & LIAB INSURANCE                                             10,108
   WORKERS COMPENSATION                                                   4,288
   HEALTH & OTHER GROUP INSURANCE                                         6,955
                                                                        -------
TOTAL INSURANCE                                                          21,343

   REAL ESTATE TAXES                                                    118,498

TOTAL EXCALATABLE EXPENSES                                              574,978

NON ESCALATABLE EXPENSES
   OTHER BUILDING RELATED EXP                                               102
   WORK ORDER REQUEST                                                     9,963
   MARKETING                                                              1,871
   LEGAL & PROFESSIONAL                                                     157-



<PAGE>


                                                                         Page: 3

                           0729 ONE MONTVALE AVENUE LP
                   YTD STATEMENT OF PROFIT OR LOSS - Dec 31/93


                                                                             YTD
                                                                          ACTUAL

   AUDIT                                                                    500
   BAD DEBTS                                                             59,591
   TENANT UTILITIES                                                     187,641
                                                                        -------

TOTAL NON ESCALATABLE EXPENSES                                          179,511
                                                                        -------
TOTAL EXPENSES                                                          754,489
                                                                        -------


FINANCIAL EXPENSES
  INTEREST - MORTGAGE PAYABLE                                           538,818
  INTEREST ON AFFILIATE LOANS                                           148,891
  OTHER FINANCING FEES & COSTS                                                2
                                                                        -------

TOTAL FINANCIAL EXPENSES                                                679,711

PARTNERSHIP ENTITY COSTS
                                                                        -------
TOTAL PARTNERSHIP ENTITY COSTS                                                0
                                                                        -------

NET INCOME (LOSS) BEFORE DEPRE                                          192,547
                                                                        -------

DEPRECIATION & AMORTIZATION
  DEPRECIATION                                                          644,824
  AMORTIZATION                                                           33,119
                                                                        -------

TOTAL DEPREC & AMORTIZATION                                             677,143
                                                                        -------

TOTAL INCOME (LOSS)                                                     484,596-
                                                                        =======


<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
CUSHMAN & WAKEFIELD VALUATION ADVISORY SERVICES NATIONAL INVESTOR SURVEY - WINTER 1995
====================================================================================================================================
                  GOING-IN             TERMINAL                IRR                INCOME               EXPENSE         PROJECTION
                 CAP RATE              CAP RATE                                   GROWTH               GROWTH            PERIOD
               LOW     HIGH      LOW        HIGH       LOW       HIGH       LOW       HIGH       LOW       HIGH           YEARS
             -----------------------------------------------------------------------------------------------------------------------
<S>          <C>       <C>       <C>        <C>        <C>       <C>       <C>       <C>        <C>       <C>              <C>
====================================================================================================================================
OFFICES - URBAN, CLASS
====================================================================================================================================
             10.00%    10.50%    10.00%     10.00%     12.00%    13.00%     3.00%     3.00%      4.00%     4.00%           10
              9.50      9.75      9.75       8.00      11.75     12.25      3.00      3.50       3.50      3.50            10
              9.00      9.00      9.00       9.00      12.00     12.00      0.00     10.00       4.00      4.00            10
              8.00     10.00      9.00      11.00      10.00     13.00      0.00      4.00       4.00      4.00            10
              8.00     10.00      9.00       9.00      11.00     13.00      4.00      5.00       4.00      4.00            10
              7.50      9.00      8.00       9.50      10.50     11.50      2.00      3.50       3.50      3.50            10
              9.00     10.00     10.00      11.00      11.00     13.00      4.00      4.00       4.00      4.00            10
              9.50     10.00     10.00      10.50      11.40     11.70      3.00      4.00       3.50      4.50            10
             12.00     12.00     10.00      10.00      15.00     15.00      3.00      4.00       2.00      4.00             5
             12.00     12.00     12.00      12.00      14.00     14.00      3.00      3.00       3.00      3.00            10
              8.50      9.00      9.00       9.50      12.00     12.50      2.00      3.00       2.00      3.00            10
              9.50     10.00     10.00      11.00      12.00     13.00      3.00      3.00       3.00      3.00            10
               --        --       8.00       9.00        --        --        --        --         --        --             --
             10.00     10.00     10.00      10.00      12.50     12.50      3.00      3.00       3.00      3.00            10
              7.00      8.00      9.00       9.00      11.00     11.00      6.00      6.00       4.00      4.00            10
              8.00      9.00      9.00      10.00      11.00     12.00      3.00      3.00       3.00      3.00            10
              9.00      9.25     10.00      10.25      12.00     12.00      4.00      4.00       4.00      4.00            10

Responses    16        16        17         17         16        16        16        16         16        16
Averages (%)  9.16      9.84      9.51      10.04      11.82     12.59      2.81      4.13       3.41      3.66

<CAPTION>
====================================================================================================================================
OFFICES - SUBURBAN
====================================================================================================================================
<S>          <C>       <C>       <C>        <C>        <C>       <C>       <C>       <C>        <C>       <C>              <C>
              9.50%    11.00%     9.00%     10.50%     14.00%    14.00%     3.25%     3.25%      4.00%     4.00%            5
              9.00      9.00      9.00       9.50      11.00     11.00      5.00      5.00       4.00      4.00            10
              9.00     10.00      9.50      10.00      11.50     12.50       --        --        3.50      3.50            10
              9.50      9.75      9.75      10.00      11.75     12.25      3.50      4.00       3.50      3.50            10
              9.00      9.00      9.00       9.00      12.00     12.00      4.00     15.00       4.00      4.00            10
              9.00     11.00      9.75      12.00      11.00     14.00      0.00      4.00       4.00      4.00            10
              9.00     10.50      9.50      11.00      11.50     12.00      2.00      3.50       3.50      3.50            10
              8.00      9.50      9.00      10.50      11.00     12.00      4.00      4.00       4.00      4.00            10
              9.50      9.75      9.75      10.50      11.40     11.70      3.00      4.00       3.50      4.50            10
             12.00     12.00     10.00      10.00      15.00     15.00      3.00      4.00       2.00      4.00             5
             10.00     10.00     10.00      10.00      12.00     12.00      4.00      4.00       3.00      3.00            10
              8.50      9.00      9.00       9.50      12.00     12.50      3.00      5.00       3.00      4.00            10
              9.00     10.00      9.50      10.50      12.00     12.50      3.00      3.00       3.00      3.00            10
               --        --       9.00       9.00        --        --        --        --         --        --             --
             10.50     10.50     10.50      10.50      12.50     12.50      2.00      3.00       3.00      3.00            10
              9.00     10.00      9.00       9.00      15.00     15.50      5.00      5.00       3.00      3.00           5-7
              9.00      9.00      9.00       9.00      11.25     11.25      5.00      5.00       4.00      4.00            10
              8.00      9.00      9.00      10.00      11.00     12.00      3.00      3.00       3.00      3.00            10
              9.00      9.25     10.00      10.25      12.00     12.00      4.00      4.00       4.00      4.00            10

Responses    18        18        19         19         18        18        17        17         18        18
Averages (%)  9.25      9.90      9.43      10.04      12.11     12.59      3.34      4.63       3.44      3.67
</TABLE>



4  REAL ESTATE OUTLOOK

<PAGE>

                                 QUALIFICATIONS

                                 ALAN P. BASCOM
                                MANAGING DIRECTOR
                           VALUATION ADVISORY SERVICES
Education

    B.A. Degree, Bowdoin College - 1973

Specialized Education

     Required curriculum for Membership, American Institute of Real Estate
Appraisers - 1978-1982

     Continuing education courses and seminars sponsored by the Appraisal
Institute of Real Estate Appraisers and the Society of Real Estate Appraisers,
now consolidated as The Appraisal Institute.

 Professional Affiliations'

     The Appraisal Institute - MAI Member #6769 currently certified under the
Continuing Education Program; 1990 Chapter President, Regional Professional
Standards Panel, National Faculty Member.

    National Association of Realtors/Greater Boston Real Estate Board - Member, 
    Real Estate Finance Association (REFA) and Commercial Leasing and Investment
    Committee (CLIC)

    Massachusetts Association of Assessing Officers - Subscribing Member

    Instructor:        Boston University, Metropolitan College
                       Northeastern University, Center for Continuing Education
                       Appraisal Institute, National Faculty Member

    National Council of Real Estate Investment Fiduciaries (NCREIF) - 
    Professional Member, Valuation Committee

    Pension Real Estate Association (PREA) - Adjunct Member

 Licenses and Certification

    Certified General Real Estate Appraiser - Commonwealth of Massachusetts #71.
    Certified General Real Estate Appraiser - State of Maine #CGO0000949.
    Certified General Real Estate Appraiser - State of Michigan # 1201004657.

Experience


     Experience includes valuation and consulting assignments on residential,
commercial, industrial and special purpose properties. Also experienced in
vacant land valuation, property damage appraisals, mass appraisal for Municipal
tax revaluation, feasibility studies and tax consulting and appraisals.


<PAGE>


Qualifications
Alan P. Bascom
Page Two


Experience (Contd.)

  January 1985 to Present:            Cushman & Wakefield of Massachusetts, Inc.

     January 1985 --May 1985          Manager, Appraisal Division

     May 1985 - January 1988          Vice President and Manager, Appraisal
                                      Division

     January 1988 - March 1991        Vice President and Regional Manager of the
                                      Boston, Chicago, Philadelphia, Detroit and
                                      Washington, D.C. Offices

     March 1991 - December 1992       Managing Director and Regional Manager

     January 1993 - Present           Managing Director, Valuation Advisory
                                      Services

  December, 1983 to December, 1984:   Vice President, Leggat, McCall & Werner
                                      Appraisal and Consulting Company, Inc.,
                                      Boston, Massachusetts.

  September, 1980 to December, 1983:  Fee appraiser, Leggat, McCall & Werner
                                      Appraisal and Consulting Company, Inc.,
                                      Boston, Massachusetts.

  June, 1977 to September, 1980:      Appraiser, R.M. Bradley & Co., Inc., 
                                      Appraisal and Consulting Division, Boston,
                                      Massachusetts.

  Qualified as an Expert Witness in U.S. District Court, Norfolk Probate Court, 
  U.S. Bankruptcy Court.

  Licensed Real Estate Broker, Commonwealth of Massachusetts.

  Approved fee appraiser for:

        Massachusetts Department of Public Works-Right of Way Division
        Massachusetts Bay Transportation Authority (MBTA)
        U.S. Postal Service
        U.S. Government-General Services Administration (GSA)

  Approved contractor for:

        Resolution Trust Corporation (RTC)
        Federal Deposit Insurance Corporation (FDIC)


<PAGE>


                                 QUALIFICATIONS
                                THOMAS M. MULLIN

Education

    Bachelor of Arts Degree - Syracuse University - 1981

Professional Affliations

    Candidate for MAI Membership #M877044 - The Appraisal Institute

State Licenses

    Certified General Real Estate Appraiser

       Massachusetts License No. 2433
       New Hampshire License No. 86
       Rhode Island License No. A00068G


Specialized Education

    Courses and seminars completed with the Appraisal Institute:

       101 Real Estate Appraisal Principles                            1987
       SPP Standards of Professional Practice                          1995
       102 Basic Valuation Procedures                                  1988
       1-A Capitalization Theory and Techniques                        1988
       1 -B Capitalization Theory and Techniques                       1988
       2-1 Case Studies in Real Estate Valuation                       1990
       Valuation of Hotels and Motels                                  1988
       Discounted Cash Flow                                            1988
       Demonstration Report Writing                                    1989
       General State Certification Review Seminar                      1991
       102 Applied Residential Property Valuation                      1990
       Advanced Demonstration Appraisal Report Workshop                1990
       Appraisal Regulations of Federal Agencies                       1991
       Harvard University - Graduate School of Design
       Advanced Real Estate Investment Analysis                        1989


<PAGE>


Qualifications
Thomas M. Mullin
Page Two



Experience


     Appraisal experience includes valuation and evaluation of land, commercial,
industrial and residential properties nationally. Also experienced in project
feasibility and market studies as well mass valuation for eminent domain process
and portfolio financing.

    Real estate  experience  beyond appraisal work consists of the management of
commercial  and  residential  properties.  Additional  experience  includes  the
development of residential condominiums and office building renovations.

    May 1992 to Present:       Cushman & Wakefield of Massachusetts, Inc.,
Boston, Massachusetts.  Associate Director appraising all property types.

    April 1990 to April 1992:  Independent Fee Appraiser appraising all property
types.

    April 1984 to April 1990:  Independent Fee Appraiser with most work done for
Alan Bascom, MAI, Cushman & Wakefield of Massachusetts, Inc., Boston,
Massachusetts.

    July 1981 to March 1984:   Leggat, McCall & Werner Appraisal and Consulting 
Co., Inc., Boston, Massachusetts.  Appraiser.




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

               =================================================================
               COMPLETE APPRAISAL
               OF REAL PROPERTY

               Portion of Market Square at North DeKalb Mall 
               Southwest Quadrant Lawrenceville Highway 
               and North Druid Hills Road 
               DeKalb County, Metropolitan Atlanta, Georgia


               =================================================================

               IN A SELF-CONTAINED REPORT

               As of April 18, 1996

               Cadillac Fairview U.S., Inc. 
               20 Queen Street West 
               Fourth Floor 
               Toronto, Ontario M5H 3R4

               Cushman & Wakefield of Georgia, Inc. 
               Valuation Advisory Services 
               3300 One Atlantic Center 
               1201 West Peachtree Street 
               Atlanta, Georgia 30309


<PAGE>


Cushman & Wakefield of Georgia, Inc.
3300 One Atlantic                               
120 West Peachtree Street                       
Atlanta, GA 30309
(404) 875-1000

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)


April 23, 1996


Mr. John MacDonald
Cadillac Fairview U.S., Inc.
20 Queen Street West
Fourth Floor
Toronto, Ontario M5H 3R4

Re:  Complete Appraisal of Real Property
     Portion of Market Square at North DeKalb Mall
     Southwest Quadrant Lawrenceville Highway and North Druid Hills Road
     DeKalb County, Metropolitan Atlanta, Georgia

Dear Mr. MacDonald:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Georgia, Inc. is pleased to transmit our self-contained
appraisal report estimating the market value of the leased fee estate in the
referenced property. For the purposes of brevity, we will refer to this property
throughout this report as Market Square or Market Square Mall.

     The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention those unusual limiting conditions
dealing with the reciprocal operating agreements with Rich's and Mervyn's.

     This report was prepared for Cadillac Fairview and is intended only for its
specified use. It may not be distributed to or relied upon by other persons or
entities without written permission of Cushman & Wakefield of Georgia, Inc.

     The property was inspected by and the report was prepared by Luten L.
Teate, MAI under the supervision of Douglas Holowink.


<PAGE>


Mr John MacDonald 
Cadillac Fairview U.S., Inc.
April 23, 1996
Page 2

     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of April 18, 1969, was:

                            SEVENTEEN MILLION DOLLARS
                                  $17,000,000

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.


Respectfully submitted,

Cushman & Wakefield Of Georgia, Inc. 

/s/ Luten L. Teate
Luten L. Teate, MAI
State Certified Appraiser No. 001389


/s/ Douglas Holowink
Douglas Holowink
Reviewed and Approved


/krh

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================

Property Name:                     Portion of Market Square at North DeKalb Mall
Location:                          Southwest Quadrant Lawrenceville Highway and
                                   North Druid Hills Road, DeKalb County, 
                                   Georgia

General Overview:             

                                   o    The appraised property is a portion of
                                        an attractive, single level, enclosed
                                        center of about 630,830 square feet. It
                                        was built in 1966 and its last major
                                        expansion/renovation was in 1986. The
                                        principal tenants are Rich's, Mervyn's,
                                        and Stein Mart having an aggregate of
                                        312,045 square feet.

                                   o    We are appraising only 358,878 square
                                        feet of Market Square which includes the
                                        shop space, Stein Mart (40,093 SF), and
                                        a vacant anchor store which contains
                                        about 75,000 SF.

                                   o    At the time of our inspection, about
                                        153,150 SF or 42.7% of the appraised GLA
                                        were vacant and unleased.

                                   o    In November 1996, AMC Theatres will
                                        lease about 62,500 SF which will consist
                                        of a portion of the vacant anchor store,
                                        the mall's current vacant 17,500 SF
                                        theatre space and about 6,100 SF of
                                        common area. This change will increase
                                        total GLA owned to about 364,978 SF. A
                                        comparison of the GLA before and after
                                        the AMC theatre opens is shown in the
                                        charts below.

Assessor's Parcel Number:          18-100-02-005 and 18-100-02-050

Interest Appraised:                Leased Fee Estate

Date of Value:                     April 18, 1996

Date of Inspection:                April 18, 1996

Ownership:                         CF-H North DeKalb Center, Ltd.

Land Area:                         54+/- acres (per tax plat)

Current Property Assessment        $26,191,500 (1996)

Current Property Taxes:            $372,763 (1995)

Zoning:                            C-1, Local Commercial District

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Highest and Best Use
  If Vacant:                       Retail Power Center or similar type 
                                   development

  As Improved:                     Continued operation as a regional mall

Improvements                       
  Type:                            Portion of a regional mall. The appraised 
                                   property includes in-line stores and two of
                                   four anchor stores. (Vacant Phar-Mor and 
                                   Stein Mart.)

  Year Built:                      1966; major expansion/renovation in 1986

  Type of Construction:            Steel frame, masonry exterior walls

  Gross Leasable Area:             As of the date of our appraisal the GLA was:

                                   =============================================
                                           Breakdown of Owned Area-4/96 
                                   ---------------------------------------------
                                   Tenant Type        GLA (sf)            %

                                   Anchors            115,093           32.1%
                                   Shops              243,785           67.9%
                                                      -------
                                   Total              358,878          100.0%
                                   =============================================

As of  November,  1996 when the AMC theatre opens the GLA of the portion of the
mall being appraised will be:

                                   =============================================
                                          Breakdown of Owned Area-11/96
                                   ---------------------------------------------
                                   Tenant Type        GLA (sf)            %

                                   Anchors            102,593           28.1%
                                   Shops              262,385           71.9%
                                                      -------
                                   Total              364,978          100.0%
                                   =============================================

Operating Data and Forecasts
  Current Occupancy:               75.1% of owned area; 66.6% of shop space
  Forecasted Stabilized Occupancy: 70%+/- of shops (< 25,000 SF)

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Summary of Income and Expense Information:

================================================================================
                                                                        Per SF
                                                    Total               of GLA
================================================================================
Income
   1993                                           $5,266,930            $14.70
   1994                                           $5,185,276            $14.47
   1995                                           $4,948,704            $13.81
   1996 Budget                                    $4,607,104            $12.86
   Forecast 1996                                  $4,296,300            $11.99
- --------------------------------------------------------------------------------

Operating Expenses                                                     
   1993                                           $2,889,630            $ 8.06
   1994                                           $2,952,497            $ 8.24
   1995                                           $2,831,152            $ 7.90
   1996 Budget                                    $2,769,663            $ 7.73
   Forecast 1996                                  $2,723,800            $ 7.60
================================================================================
Net Income 1996 Estimate                          $1,572,500            $ 4.39
================================================================================
                                                                     
Value Indicators - As of Date of Stabilized
Occupancy
  Sales Comparison Approach:
    Value Per Square Foot:                  $14,400,000 to $17,900,000
    NOI/SF:                                 $14,000,000 to $16,100,000
  Indicated Value:                          $16,000,000
  Income Approach-Direct Capitalization
    Current Occupancy:                      66.6% of shop space
    Stabilized Vacancy Rate:                30% of shop space
    Effective Gross Income:                 $4,922,976 (Second Year)
    Net Operating Income:                   $2,049,478 (Second Year)
    Overall Capitalization Rate:            11.5%
  Indicated Value:                          $ $17,000,000 (After AMC free rent)

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Income Approach-Discounted Cash Flow Analysis
    Market Rental Growth Rate:                  Varies from 0 to 2.0%
    Expense Growth Rate:                        3.5%
    Forecast Date of
      Stabilized Occupancy:                     November, 1996%
    Forecasted Credit Loss:                     2.0%
    Reversion Year Capitalization Rate          12.25%
    Transaction Costs in Reversion Sale:        2.5%
    Discount Rate:                              12.25%
    Implicit First Year Capitalization Rate:    10.8%
  Indicated Value:                              $ 16,900,000
Value Conclusion:                               $17,000,000
  Value Per Square Foot:                        $47.37 (Based on 358,878 SF of 
                                                Gross Rentable Area)
  Implicit Capitalization Rate:                 11.5% (Based on year two net 
                                                income.)
Value Estimate "As Is":                         $17,000,000
Exposure Time Implicit
  In Market Value Estimate:                     12 months or less

Special Assumptions Affecting Valuation:

1.   We did not measure the improvements but relied on the GLA shown in the rent
     roll provided by management. The tenant areas, shown in the rent roll
     provided by management, were cross-checked against selected leases/lease
     briefs.

2.   We reviewed a representative sample of leases and compared their terms to
     the rent roll for its accuracy. We found it to be reasonably accurate based
     on these checks and assume that the remainder of the rent roll has the same
     level of accuracy.

3.   We inspected a representative sample of the retail spaces and we believe
     that the spaces we inspected are representative of all of the space as to
     overall quality and condition except where otherwise noted.

4.   We did not observe any hazardous materials during our inspection. The
     appraiser has no knowledge of the existence of such materials on or in the
     property. The appraiser, however, is not qualified to detect such
     substances. The presence of substances such as asbestos, urea-formaldehyde
     foam insulation, or other potentially hazardous materials may have an
     affect on the value of the property. The value estimate is predicated on
     the assumption that there is no such materials on or in the property that
     would cause a loss in value. No responsibility is assumed for any such
     conditions, or for any expertise or engineering knowledge required to
     discover them. The client is urged to retain an expert in this field to
     make this determination.

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

5.   The forecasts or projections included in this report are utilized to assist
     in the valuation process and are based upon current market conditions,
     anticipated short term supply and demand factors, as well as an improving
     economy. These forecasts are therefore subject to changes in future
     conditions which cannot be accurately predicated by the appraiser and could
     affect the future income and/or value forecasts.

6.   We did not inspect the roof of the building or make a detailed inspection
     of the mechanical systems. The appraisers are not qualified to warrant the
     adequacy or mechanical condition of these components. The client is urged
     to retain an expert in this field.

7.   During 1990, the Americans With Disabilities Act (ADA) was passed by
     Congress. This is Civil Rights legislation which, among other things,
     provides for equal access to public placed for disabled persons. it applied
     to existing structures as of January 1992 and new construction as of
     January 1993. Virtually all landlords of commercial facilities and tenants
     engaged in business that serve the public have compliance obligations under
     this law. While we are not experts in this field, our understanding of the
     law is that it is broad-based, and most existing commercial facilities are
     not in full compliance because they were designed and built prior to
     enactment of the law. We noticed no additional "readily achievable barrier
     removal" problems but we recommend a compliance study be performed by
     qualified personnel to determine the extent of non-compliance and cost to
     cure.

     We understand that, for an existing structure like the subject, compliance
     can be accomplished in stages as all or portions of the building are
     periodically renovated. The maximum required cost associated with
     compliance-related changes is 20 percent of total renovation cost. A
     prudent owner would likely include compliance-related changes in periodic
     future common area and tenant area retrofit. We considered this in our
     future projections of capital expenditures and retrofit allowance costs to
     the landlord.

     At this time, most buyers do not appear to be reflecting future ADA
     compliance costs for existing structures in their overall rate or price per
     square foot decisions. This is recent legislation and many market
     participants are not yet fully aware of its consequences. We believe that
     over the next one to two years, it will become more of a value
     consideration. It is important to realize that ADA is a Civil Rights law,
     not a building code. Its intent is to allow disabled persons to participate
     fully in society and not intended to cause undue hardship for tenants or
     building owners.

8.   During our interviews with mall management, we were informed that there
     were no remaining vacant outparcels, or excess land, except a parcel which
     extends into the Peachtree Creek flood plain. We spoke with DeKalb County
     Zoning personnel who expressed the opinion that the issuance of a building
     permit to construct in the flood plain was highly improbable. Therefore, we
     have not valued any outparcels.

9.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report.

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Negative Influences:

     The following were taken into consideration in our appraisal:

o    This property is considered a "displaced" mall because there are several
     newer, larger, and more upscale malls within a twenty minute drive of the
     property. The latest shoppers survey shows that many of the inhabitants of
     the trade area that want more variety or higher quality merchandise than is
     offered at Market Square Mall. As result many of them will routinely by
     pass Market Square to shop at a more distant but larger/more upscale mall.

o    Vacant anchor store: The recently signed lease with AMC Theaters will take
     part of this space, but about 36,100 square feet will remain vacant. Until
     it is leased to a strong, well known tenant or tenants, it is a risk
     factor.

o    The major tenant (Rich's) has a reciprocal operating agreement with the
     mall owner that will expire in late 1996. Market Square's
     leasing/management personnel suggested that they are interested in
     extending the agreement with Rich's but not enough to pay a large extension
     bonus to Rich's to get them to sign so negotiations are not making much
     progress. An argument could be made that Rich's would not leave at the
     expiration of the agreement if sales were high enough. However, Rich's does
     not have to report sales volumes to the mall owner. The mall manager has
     discussed sales volumes with the Rich's manager and stated that this store
     has above average sales/SF. While this is a positive sign, it is not the
     same as reported sales. We nor an investor has any way of knowing whether
     Rich's will renew the agreement or even remain in the mall after 1996.

o    A second anchor tenant (Mervyn's) has a reciprocal operating agreement with
     the mall owner that will expire in late 2000. Market Square's
     leasing/management personnel suggested that they are interested in
     extending the agreement with Mervyn's but not enough to pay a large
     extension bonus to get Mervyn's to extend so negotiations are not making
     much progress. An argument could be made that Mervyn's would not leave at
     the expiration of the agreement if sales were high enough. However,
     Mervyn's also does not have to report sales volumes to the mall owner. The
     mall manager has discussed sales volumes with the Mervyn's manager and
     stated that this store has improving sales/SF. While this is a positive
     sign, it is not the same as reported sales. We nor an investor has any way
     of knowing whether Mervyn's will renew the agreement or even remain in the
     mall after 2000.

o    Existing shop leases totaling 52,581 square feet expired over the first two
     years of the assumed holding period. These tenants may not renew, or may
     only sign short term leases. These expiring leases equate to about 22
     percent of existing shop space.

o    Rents at this mall are considered below average.

o    Sales volume of shop tenants have declined over the last year and have
     exhibited weak growth in recent years.

o    The location has circuitous access to I-285, the closest interstate
     highway. This limits this mall's regional draw.

o    This mall presents a barrier to entry for competing properties, but not a
     strong barrier.

o    Nine spaces representing about 9.2 percent of the shop space is occupied by
     "temporary" tenants on short term leases, at low rental rates, no
     percentage rent clauses, and some of them pay no recoveries.

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

o    This property does not have the proper merchandise mix of tenants to
     adequately capture demand from the trade area's more affluent shopper.

o    There are now a number of tenants paying percentage rent only due to the
     low occupancy levels. Many of these tenants are also "temporary" tenants.

Favorable Influences:

o    Well known anchor tenants that are reasonably well matched to the
     demographics of the trade area.

o    Demographics of the trade area are above average for the Atlanta
     metropolitan area.

o    A lease has been signed with AMC Theatres to open a 16 screen facility in
     this mall in late 1996. This operator is well known in the area. The
     traffic generated by this tenant may make it easier for the management
     company to lease vacant space in Market Square Mall and at higher rates
     than have recently been achieved. However, there is no way to accurately
     assess the contribution from this lease at this time.

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF SUBJECT PROPERTY ..........................................     1
INTRODUCTION .............................................................     6
     Identification of Property ..........................................     6
     Property Ownership and Recent History ...............................     6
     Purpose and Intended Use of the Appraisal ...........................     6
     Extent of the Appraisal Process .....................................     6
     Date of Value and Property Inspection ...............................     7
     Property Rights Appraised ...........................................     7
     Definitions of Value, Interest Appraised, and Other Pertinent Terms .     7
     Legal Description ...................................................     8
REGIONAL ANALYSIS ........................................................    10
NEIGHBORHOOD ANALYSIS ....................................................    18
RETAIL MARKET ANALYSIS ...................................................    20
PROPERTY DESCRIPTION .....................................................    53
     Site Description ....................................................    53
     Improvements Description ............................................    55
REAL PROPERTY TAXES AND ASSESSMENTS ......................................    58
ZONING ...................................................................    60
HIGHEST AND BEST USE .....................................................    61
     Highest and Best Use of Site As Though Vacant .......................    61
VALUATION PROCESS ........................................................    63
SALES COMPARISON APPROACH ................................................    65
INCOME APPROACH ..........................................................    71
RECONCILIATION AND FINAL VALUE ESTIMATE ..................................   103
ASSUMPTIONS AND LIMITING CONDITIONS ......................................   104
CERTIFICATION OF APPRAISAL ...............................................   106

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                          Table of Contents
================================================================================

ADDENDA ..................................................................   107

Exhibit A  Recent Leases at Market Square
Exhibit B  Recent Sales Volume at Subject
Exhibit C  Rent Roll
Exhibit D  Expiration Summary
Exhibit E  Lease Brief
Exhibit F  Neighborhood Photographs
Exhibit G  Professional Qualifications of Appraiser

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================




                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                                TYPICAL ENTRANCE






                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                          VACANT, FORMER PHAR-MOR STORE
                    (PORTION TO BE OCCUPIED BY AMC THEATERS)

================================================================================


                                      -1-
<PAGE>


                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                               RICH'S ANCHOR STORE
                             (NOT PART OF APPRAISAL)





                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                        FREE STANDING RICH'S TIRE CENTER
                             (NOT PART OF APPRAISAL)

================================================================================


                                      -2-
<PAGE>


                                            Photographs of Subject Property
================================================================================


                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                        EXTERIOR OF MERVYN'S ANCHOR STORE
                             (Not part of appraisal)





                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]
                                Typical Interior


================================================================================

                                      -3-
<PAGE>

                                            Photographs of Subject Property
================================================================================


                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                                Typical Interior





                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]
                                Vacant Shop Space

================================================================================


                                      -4-
<PAGE>

                                            Photographs of Subject Property
================================================================================


                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                                   Food Court





                               (GRAPHIC OMITTED)

                                  [PHOTOGRAPH]


                         Future Entrance of AMC Theaters
                                                                              

================================================================================

                                      -5-
<PAGE>


                                                               INTRODUCTION
================================================================================

Identification of Property

     The subject property is a 358,878+/- square foot portion of Market Square
at North DeKalb regional mall. Throughout this report, we will refer to this
property by the shorter name, Market Square. This appraisal is includes:

o    a Stein Mart anchor store

o    a vacant anchor store formerly occupied by Phar-Mor and

o    the in-line mall space

     The appraisal does not include the two anchor stores occupied by Rich's and
Mervyn's. The portion of the mall being appraised is situated on about 54 acres
(per tax plot), located in the southwest quadrant of Lawrenceville Highway and
North Druid Hills Road, in unincorporated DeKalb County, metropolitan Atlanta,
Georgia. The property is identified by DeKalb County Tax Parcels: 8-100-02-005
and 18-00-02-050.

Property Ownership and Recent History

     The property is in the name of CF-H North DeKalb Center, Ltd. and has not
been the subject of a sale, offering, contract or options for the last three
years. Occupancy of shop space has ranged from about 54 percent to 78 percent
since December 1988 and has exhibited a declining trend. Shop sales were about
$20 per square foot in 1995, a decline from 1994.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of a leased
fee estate on April 18, 1996. The appraisal is to be used to establish asset
value for portfolio monitoring purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of the buildings and site improvements and a
          representative sample of shops with Ron Duguay the property manager.

     o    Interviewed Mr. Duguay of the property management company, Cadillac
          Fairview.

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent occupancy with the leasing manager, Ms. Jeanne
          Morrison.

     o    Reviewed a detailed history of income and expense and a budget
          forecast for 1996 including the budget for planned capital
          expenditures.

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing shopping centers which involved
          interviews with on-site managers and a review of our own data base
          from previous appraisal files.

     o    Prepared an estimate of stabilized income and expense (for
          capitalization purposes).

================================================================================

                                      -6-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                               Introduction
================================================================================

     o    Conducted market inquiries into recent sales of similar shopping
          centers to ascertain sales price per square foot, effective gross
          income multipliers and capitalization rates. This process involved
          telephone interviews with sellers, buyers and/or participating
          brokers.

     o    Prepared Sales Comparison and Income Approaches to value.

Date of Value and Property Inspection

     The date of value is April 18, 1996 which is also the date of our last
inspection.

Property Rights Appraised

     We have appraised a leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Uniform Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

================================================================================

                                      -7-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                               Introduction
================================================================================

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
presumes that "A reasonable time is allowed for exposure in the open market".
Exposure time is defined as the estimated length of time the property interest
being appraised would have been offered on the market prior to the hypothetical
consummation of a sale at the market value on the effective date of the
appraisal. Exposure time is presumed to precede the effective date of the
appraisal.

     Based on our findings, we estimate exposure time to be 12 months or less.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease. 

     Market Rent

     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Market Value As Is on Appraisal Date

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; related to what
     physically exists and is legally permissible and excludes ail assumptions
     concerning hypothetical market conditions or possible rezoning.

     Legal Description

     We were not provided with a legal description of the appraised property. We
refer the reader to the site map which is located in a later section of this
report.

================================================================================

                                      -8-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


Metropolitan Atlanta Area Map


                                [GRAPHIC OMITTED]

                                     [MAP]

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                       ROCKEFELLER GROUP COMPANY



<PAGE>


                                                          REGIONAL ANALYSIS
================================================================================

Introduction

     The market value of real property is indirectly influenced by the economic,
political, physical and social characteristics of the overall economic region of
which it is a part. Factors in the local/regional economy that might have a
bearing on the value of the subject include:

                               Geographic location
                                Employment trends
                            Transportation linkages
                              Major employee trends
                                Population trends
                            Economic characteristics

Definition of the Region

o    The Atlanta Region consists of 18 counties. The subject is in DeKalb
     County. Reference is made to the previous regional map.

o    Atlanta is the largest incorporated area in the Atlanta Region. The city
     limits of Atlanta is located mostly within Fulton County, but there is a
     small section extending into neighboring DeKalb County.

o    The subject is not in the Atlanta city limits. 

Overview of the Atlanta Region

o    Atlanta is a major financial and corporate center for the entire
     southeastern United States. Its relatively low cost of living, mild
     climate, excellent transportation facilities, and a variety of educational
     and recreational facilities have contributed to its attractiveness as a
     place to live.

o    The metropolitan area has been successful at attracting corporate
     relocations to the area. It also continues to be the city of choice for
     many start-up companies in a variety of service and manufacturing
     industries.

o    Atlanta was the site of the 1994 Super Bowl and is now preparing to host
     the 1996 Summer Olympic Games.

Overview of Atlanta Real Estate Market

     During the first half of the current decade, the primary objective of many
players in the Atlanta commercial real estate market was survival as the metro
area struggled through the effects of the national recession which also effected
most major markets throughout the United States. The survivors now appear to be
enjoying an Atlanta marketplace that has strongly recovered. The primary sectors
of the commercial real market: office, industrial, apartments, and retail all
experienced an oversupply during the 1980s. However, during the first part of
the decade, demand exceeded additions to supply and, as a result, both
occupancies and rents have increased. Now, available, quality space is difficult
to find.

================================================================================

                                      -10-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
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<PAGE>


                                                          Regional Analysis
================================================================================

     A number of factors have contributed to the Atlanta commercial real estate
market's resurgence:

o    The recovery of the nation's economy.

o    Activity generated by the upcoming 1996 Olympic Games to be held in
     Atlanta.

o    The mature and well-developed metropolitan transportation infrastructure
     which includes:

o    The strategic location at the junction of three interstate highways

o    Hartsfield International Airport which is one of the nation's busiest and
     has just completed a $305 million concourse to service international air
     traffic.

o    The Metropolitan Atlanta Rapid Transit Authority (MARTA) rail system which
     was established in 1988 and now connects the downtown business area and the
     airport to suburban office and residential locations.

o    Diverse job base anchored by services, retail trade, government and
     manufacturing employment.

     The above factors are market fundamentals that do not completely insulate
the Atlanta area from periodic slumps in the national economy but generally
serve to mitigate their effects. This diversification has also proved to be
attractive to many real estate investors over time. A number of recent surveys
have chosen Atlanta as one of the more popular business and residential
locations in the United States.

Population

o    During the early to mid-1970s, the City of Atlanta experienced substantial
     out-migration of population to the suburban areas, creating dramatic new
     suburban residential and commercial retail development. The primary
     directions of growth were northwest and northeast into the suburban
     counties of Cobb, Gwinnett and DeKalb.

o    While the population of the metropolitan area was increasing rapidly, the
     City of Atlanta actually showed a 14.0 percent population decrease during
     the decade of the 1970s.

o    Since 1980, the city's population has stabilized and may have even
     increased slightly. The suburban development trend has continued with many
     outlying areas now offering their own infrastructures.

     The demographic statistics and estimates were prepared by Equifax National
Decision Systems (ENDS):

================================================================================

                                      -11-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>

                                                          Regional Analysis
================================================================================

o    In 1980, Atlanta's SMSA population stood at 2,233,325-about 40.9 percent of
     the State's. By 1996, 16 years later, Atlanta's population had increased
     56.9 percent to an estimated 3,503,622. The State's population has grown
     only 34.5 percent during this same time period, consequently, Atlanta's
     share of state population had increased to 47.9 percent by 1996. A
     population increase for the SMSA through 2001 to about 3,941,898 is
     forecast. The estimated change in the SMSA's population between 1996 and
     2000 equates to a compound annual growth rate of about 2.4 percent. By
     comparison, the State of Georgia's population is expected to grow at a
     compound annual rate of only about 1.8 percent over the same time period.

o    The color map, on a following page, shows the metropolitan Atlanta area and
     graphically depicts the forecast near-term population growth throughout
     this area. It shows that Equifax National Decision Systems is forecasting
     low to moderate levels of growth over the next five years for the subject
     area.

Households

     Growth in households is more important to a retail property than growth in
population because households have been found to be the primary demand
generators for retail goods. It is particularly important in this appraisal
because the property being appraised is a retail property. Growth in population
may not always represent growth in the number of people in the age bracket that
typically purchases retail goods. However, growth in households usually does.
Some key statistics and estimates are:

o    In 1996, there were estimated to be 1,349,992 households in metropolitan
     Atlanta. This represents an aggregate increase of about 71 percent over
     1980 or a compound rate of about 3.4 percent per annum. By comparison, in
     the State of Georgia, household growth has been at a compound annual rate
     of only about 2.5 percent over the same time period.

o    Between 1996 and 2001, a continuation of this trend is forecasted when
     metropolitan Atlanta is expected to contain nearly 1,349,992 households. On
     a following page is a graphic representation of the forecasted household
     growth for the Atlanta metropolitan area for the next five years. Note the
     areas of high forecasted growth, one of them is in the general area of the
     subject.

Income

     Metropolitan Atlanta is considered a high income area because income levels
tend to be above state averages. The following chart shows the comparison.

================================================================================

                                      -12-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                          Regional Analysis
================================================================================


================================================================================
                     Atlanta SMSA and Georgia State Incomes
================================================================================
Incomes                                                    Metro         State
                                                          Area 1996      1996
                                                          Estimate      Estimate
================================================================================
Median Household Income                                    $45,249      $34,773
Average Household Income                                   $58,973      $47,776
- --------------------------------------------------------------------------------
SOURCE: Equifax National Decision Systems, Inc.
================================================================================

     The previous chart shows that estimated 1995 incomes for Metropolitan
Atlanta are generally 20 to 30 percent higher than for the state as a whole.

================================================================================

                                      -13-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>

ATLANTA METROPOLITAN AREA MAP


                                [GRAPHIC OMITTED]

                  [MAP SHOWING POPULATION % GROWTH 1995-2000]


<PAGE>

ATLANTA METROPOLITAN AREA


                                [GRAPHIC OMITTED]

                   [MAP SHOWING HOUSEHOLD % GROWTH 1995-2000]


<PAGE>


                                                          Regional Analysis
================================================================================

Economic Base and General Conditions

     The composition of Atlanta's labor force is diverse and not dominated by
manufacturing or any one industry group. The trade and services sectors of the
economy employ about 55% of the work force in the metropolitan area

o    The labor force has grown by about 16 percent since 1990.

o    The March 1996 unemployment rate for the SMSA was about 3.8 percent which
     is lower than the 4.5 percent for the state. This is the latest figure as
     of this writing.

o    The unemployment rate for the Atlanta area has consistently been lower than
     experienced by the state as a whole since 1990.

o    Job growth during the latter part of the 1980s exhibited a declining trend
     and was negative in 1991. However, since 1991, this trend has reversed. In
     1993-1995, job growth was estimated at 85,300, and 96,800 and 77,900,
     respectively. The Georgia State University Forecasting Unit expects the
     economy to create slower but still impressive levels of job growth in 1996
     of about 76,000.

Retail Sales

     The table below summarizes retail sales growth for the Atlanta SMSA and,
provides a comparison to the State as a whole over the period 1985 through 1994.

================================================================================
                             Retail Sales (in $000)
================================================================================
Year                                           Atlanta SMSA            State of
                                                                        Georgia
================================================================================
1985                                            $17,418,814         $34,100,266
1994                                            $32,090,797         $60,877,014
Compound Annual Growth                                 7.0%                6.7%
Rate
- --------------------------------------------------------------------------------
Source: Sales and Marketing Management
        Survey of Buying Power, 1986 & 1995
================================================================================

     From the data above, we see that sales have increased at an annual compound
rate of about 7.0 percent in the Atlanta SMSA, versus 6.7 percent for the State
as a whole over the nine year period examined. This is a positive factor for the
Atlanta area.

Directions of Growth

     Generally considered to be in the I-75 and I-85 corridors north of I-285.
Reference is made to the previous map.

     The subject property is not situated in one of the primary directions of
growth for the metropolitan area.

================================================================================

                                      -16-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                               Regional Analysis
================================================================================

Conclusion

     Atlanta has seen a resurgence in job growth, approaching the experience of
the mid 1980s. This, along with other factors, has translated into a healthy
demand for industrial, retail and office space. The overall improvement of the
Atlanta economy, together with the upcoming Olympic Games in 1996, have fed to
improvements in all segments of demand.

================================================================================

                                      -17-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                      NEIGHBORHOOD ANALYSIS
================================================================================

Introduction

     Market Square is located in established, suburban area of Metropolitan
Atlanta, generally known as Decatur. (While the City limits of Decatur do not
extend to encompass this center of the immediate area, it is locally regarded as
part of the Decatur community.) Decatur is one of many small incorporated
municipalities which were engulfed by Atlanta's suburban sprawl which has been
taking place since the 1950s. Decatur has limited industrial and office
development and is primarily a bedroom community for the major employment
centers located elsewhere in metro Atlanta. The map on the previous page shows
Market Square's location within the Metropolitan Atlanta area and its proximity
to Decatur.

Commercial Development

     The primary commercial-retail area of Decatur is located along Scott
Boulevard (also known as Lawrenceville Highway, from the subject mall eastward),
and south to Church Street. Market Square is at the northeastern edge of this
commercial node. Commercial development includes automobile dealerships, strip
retail centers, free-standing retail establishments, restaurants, and this mall.
The most recent significant commercial development in the area is a Home Depot
Store, on US 29, just north east of Market Square. It opened in late 1994. Home
Depot has demonstrated ability to attract high volumes of consumers and probably
has enhanced the overall draw of this shopping district. However, the benefit to
other retailers is limited as Home Depot typically is not a catalyst for
cross-shopping in a retail district.

     This area, from a commercial-retail prospective, is best described as a
community shopping district. While it is relatively stable, it is unlikely that
it will further develop because most commercial sites in the area are built-out
and because a much larger, and more dominant retail district is centered on
Northlake Mall, approximately 2 to 3 miles northeast of Market Square.

     Industrial development in the area is limited to a relatively small
industrial district located approximately one to two miles south-southwest of
Market Square. The existence of this industrial district does not appear to
negatively impact residential development in the area, except for those
subdivisions which abut the district.

     Nearby Emory University is a stabilizing influence creating sustained
demand for upscale housing for faculty and multi-family housing for students.
The neighborhoods which are heavily populated by the faculty and staff of Emory
University and many multi-family developments which house Emory students are
included in the primary market area for the subject property and the university
provides support for retail activity.

Residential Development

     Residential development in the neighborhood includes traditional single
family subdivisions, condominium developments and rental apartments. Over the
last several years, homes in Decatur became the choice of many urban
professionals and young families as an alternative to distant suburbs. At
present, neighborhoods located in a northern crescent around Market Square were
constructed mostly in the 1950s and 1960s and are now experiencing
revitalization. The lure of these neighborhoods is a close in location near
Emory. The

================================================================================

                                      -18-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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<PAGE>


                                                      Neighborhood Analysis
================================================================================

unincorporated   areas  of  DeKalb   have  lower  real  estate  tax  rates  than
neighborhoods within Decatur's city limits.

Transportation

     The reader is referenced to the previous area map which will aid in this
overview of the street patterns. The area has a well-developed street
infrastructure. Stone Mountain Freeway starts in front of Market Square and
intersects Interstate 285, Atlanta's perimeter highway, approximately one mile
or so to the east of Market Square. It is a limited access, divided, 4 lane
artery that provides high speed local service between residential and commercial
nodes along its route through the northeastern portion of the metro area U.S.
Highway 29 extends from Peachtree Street, in Atlanta's CBD, eastward and
northeastward through Decatur and on to outlying suburbs. U.S. Highway 29 is
known along its route as Ponce de Leon Avenue, Scott Boulevard, and
Lawrenceville Highway and is the primary east-west artery serving the area.
Other major surface streets serving the area include North Druid Hills Road and
Clairmont Road. These streets extend in a generally north or northwestward
direction from Decatur to Interstate 85 and Atlanta's north central suburbs.

     Metropolitan Atlanta has a light rail commuter system known as MARTA which
operates north/south and east/west lines. The east line extends through Decatur,
with rail stations located downtown and near a community known as Avondale
Estates. Market Square does not measurably benefit from this rail service, as
the closest station is located roughly three miles to the south. Bus service to
the mall is available, however.

Outlook for the Near-term

     This is an established suburban area of Metropolitan Atlanta which is
stabilized by the influence of Emory University and by an influx of urban
professionals seeking close-in, affordable housing. Residential areas appear
stable and neighborhoods are experiencing revitalization as relatively affluent
urban professionals purchase and renovate older single family homes. Commercial
development is relatively stable. The overall draw of the district has been
enhanced by the Home Depot store, just north of Market Square. (Please refer to
the Retail Market Analysis for a discussion of population and income in the
area.) While stable, we do not foresee any significant near term growth.

================================================================================

                                      -19-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                     RETAIL MARKET ANALYSIS
================================================================================

Trade Area Overview

     A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment.

     The subject can be described as a regional shopping center.

     A regional shopping center(1) provides for extensive variety of goods
     including a wide selection of general merchandise, apparel, and home
     furnishings as well as a variety of services and recreational facilities.
     The major occupants of a regional center include a least one, but no more
     than two, full line department stores. Each full-line department store
     generally has an area of not less than 75,000+/- square feet. In many
     instances, the department stores are physically a part of the center but
     are independently owned. In theory, its typical size for definitive
     purposes is 450,000 square feet of gross leasable area; it practice it may
     range from 300,000 to 850,000 square feet. The regional center is the
     second largest type of shopping center. As such, it provides services
     typical of a business district yet not as extensive of those of the super
     regional center.

     In order to define and analyze the market potential for the Market Square
Mall, it is important to first establish the boundaries of the trade area from
which the subject will draw its customers. In some cases, defining the trade
area may be complicated by the existence of other retail facilities on main
thoroughfares within trade areas that are not clearly defined or whose trade
areas overlap with that of the subject.

     The subject, together with the Northlake and South DeKalb malls, is one of
three regional malls located in DeKalb County. Lenox Square and Phipps Plaza,
located in neighboring Fulton County, are within a 7 mile radius (25 minute
drive) of Market Square and its primary competitors. With the exception of South
DeKalb Mall, the competitive centers are larger and more upscale than Market
Square. They offer a wider variety of merchandise and price points than Market
Square. Northlake Mall is the closest competitor to Market Square (3 miles
away). Its superior location, tenant mix and appearance have effectively made
Market Square a displaced mall. The shoppers survey that we reviewed suggested
that many shoppers in the trade area routinely bypass Market Square to shop at
one of the more distant but larger/more upscale properties that are mentioned
above. More details about Northlake Mall and the other competitors will be
provided later in the report.

- ----------
(1) Urban Land Institute Dollars and Cents of Shopping Centers- 1995

================================================================================

                                      -20-

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                                                                   WAKEFIELD (R)
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<PAGE>


                                                     Retail Market Analysis
================================================================================

     Finally, there are a limited number of large strip centers anchored by
supermarkets and specialty stores in the immediate area. While some
cross-shopping does occur, these stores act more as a draw to the area, creating
an image for the area as an established shopping district and generating more
retail traffic to the area than would exist in their absence. We recognize and
mention these stores and centers to the extent that they provide a complete
understanding of the area's retail structure.

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade are analysis are as follows: Equifax National Decision Systems (ENDS),
Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institutes Dollars and Cents of Shopping Centers (1995), CACI, The Sourcebook of
County Demographics, and The Census of Retail Trade - 1992 . The subject's
primary and effective trade areas, profiled by Equifax Decision Systems, were
defined based on the results of a customer survey conducted by Urban Retail
Properties, Co., which included polling the mall's customers to determine the
zip code of the primary residence. While the survey is somewhat dated (late
1993/early 1994), in our opinion the trade areas as defined have remained
unchanged.

Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself Generally, between 55 and 65 percent
of a centers sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mall reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a centers sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subject's position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores which anchor the subject is presented in order to fully
acquaint the reader with its overall market position therein.

================================================================================

                                      -21-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                     Retail Market Analysis
================================================================================

Retail Structure

     In order to examine the subject property in its proper context, we must
first examine the nature of the competition. With respect to regional mall
competition, the subject appears to be weakly positioned. Although Market Square
is at an intersection of a multi-lane, limited access road it is not proximate
to an interstate. This limits its regional access. As mentioned, Northlake,
Lenox Square, and Phipps Plaza Malls are all within a 25 minute drive of Market
Square. Their superior size, tenant mix and appearance routinely draw shoppers
from the Market Square trade area. Northlake Mall is Market Square's primary
competitor because of its proximity. 

Competition

     The following table identifies the larger alternative retail properties in
the area that have overlapping trade areas with that of the subject.

================================================================================

                                      -22-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     ---------------------------



<PAGE>


                                                     Retail Market Analysis
================================================================================


<TABLE>
<CAPTION>
===========================================================================================================
                                 Competitive Retail Shopping Centers
===========================================================================================================
                                         Year
Map                                     Opened/                                               Distance from
Key         Center/Location            Renovated        Total GLA      Anchor Stores             Subject
===========================================================================================================
<S>      <C>                           <C>             <C>            <C>                        <C>
  S        Market Square Mall          1965/1986         635,473          Mervyn's
         2050 Lawrenceville Hwy.                                           Rich's
              Decatur, GA                                                SteinMart
                                                                        AMC Theatres
- -----------------------------------------------------------------------------------------------------------
  1          Northlake Mall            1971/1987         990,000          JC Penney              3 miles
        Lavista & Briarcliff Rd.                                           Macy's
               Atlanta, GA                                                Parisian
                                                                            Sears
- -----------------------------------------------------------------------------------------------------------
  2         South DeKalb Mall          1970              697,000          JC Penney             10 miles
              72 S. DeKalb                                                 Rich's
               Decatur, GA
- -----------------------------------------------------------------------------------------------------------
  3           Lenox Square             1959            1,381,000           Macy's                6 miles
           3393 Peachtree Rd.                                           Neiman Marcus
               Atlanta, GA                                                 Rich's
- -----------------------------------------------------------------------------------------------------------
  4           Phipps Plaza             1968/1994         823,000        AMC Theatres             6 miles
         3500 Peachtree Road NE                                         Lord & Taylor
               Atlanta, GA                                                Parisian
                                                                      Saks Fifth Avenue
===========================================================================================================
         Total                                         4,526,473
===========================================================================================================
Source:         Shopping Center Directory - 1995
===========================================================================================================
</TABLE>


================================================================================

                                      -23-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                     Retail Market Analysis
================================================================================

Subject Retail Center

Name:                                      Market Square Mall

Location:                                  2050 Lawrenceville Hwy.
                                           Decatur, Georgia

Owner: The Cadillac Fairview Corporation

Distance and Time from Subject:            NA

Year Opened:                               1965

Year(s) Expanded/Renovated                 1986

Total GLA:                                 636,800+/- SF (Upon AMC opening)

Mall GLA:                                  261,885+/- SF

Mall Shop Ratio:                           41% *

Anchor Tenants:                            Mervyn's                    75,200 SF
                                           Rich's                     196,752 SF
                                           SteinMart                   40,093 SF
                                           AMC*                        62,900 SF
                                                                       ------
                                           Total Anchor GLA           374,945 SF
                                           * AMC Theatre to open 11/96

Number of Mall Shops:                      90+/-

Occupancy (Mall GLA):                      71.3+/-% (Includes Stein Mart space)

Average Market Rent (Mall GLA):            $14+/-/SF

Land Area:                                 70+/-AC

Parking/Ratio
    Existing:                              3,774: 5.9 spaces per 1,000 SF of GLA

Demographics:                              Primary Market Population:    559,700

                                           Average Household Income:     $48,159
Retail Sales:                              $201/SF - 1995

================================================================================

                                      -24-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: A junior anchor store of 36,100+/- SF, the balance of a former anchor
store located adjacent to the cinema, is currently available. It is being
actively marketed to entertainment type users.

================================================================================

                                      -25-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                    Northlake Mall
Location:                                Lavista & Briarcliff Rd.
                                         Atlanta, Georgia
Owner: Corporate Property Investors
Distance and Time from Subject:          3+/- miles south
                                         (10+/- minute drive time)
Year Opened:                             1971
Year(s) Expanded/Renovated:              1987 & 1994
Total GLA:                               1,124,142+/- SF
Mall GLA:                                467,055+/- SF
Mall Shop Ratio:                         42%
Anchor Tenants:                          JC Penney                   173,574 SF
                                         Macy's                      181,766 SF
                                         Parisian                    103,597 SF
                                         Sears                       198,150 SF
                                                                     -----------
                                         Total Anchor GLA:           657,087 SF
                                                                  
Number of Mall Shops:                    80+/-
Occupancy (Mall GLA):                    96%
Average Rent (Mall GLA):                 $30+/- SF

Land Area:                               64+/- AC
Parking/Ratio:                           5,000+/- cars; 4.5 per 1,000+/- SF GLA
Demographics:                            Primary Market Population: 350,000
                                         Average Household Income: $42.000

Retail Sales:                            $280/SF (per Shopping Center Directory)

================================================================================

                                      -26-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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<PAGE>


                                                          Retail Market Analysis
================================================================================

Comments: Enclosed, two level, regional mall in an accessible location.
Proximity to an interchange of I-285 provides regional access. Mix of anchors
and shops is broad based and provides a strong regional draw. The appearance of
the improvements is above average. This center has four well known anchor
stores; Parisian has recently been added. The shops include many of the national
chains most often found in more upscale malls. Nearby land uses are a mixture of
residential, commercial and ancillary retail. The demographics of the area
surrounding this property are considered above average for the metropolitan
area.

================================================================================

                                      -27-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 2
Name:                                        South DeKalb Mall
Location:                                    72 S. DeKalb
                                             Decatur, Georgia
Owner:                                       The Rouse Company
Distance and Time from Subject:              10+/- miles southeast
                                             (20+/- minute drive time)
Year Opened:                                 1970
Year(s) Expanded/Renovated:                  NA
Total GLA:                                   697,000+/- SF
Mall GLA:                                    341,660+/- SF
Mall Shop Ratio:                             50%
Anchor Tenants:                              JC Penney                181,766 SF
                                             Rich's                   173.574 SF
                                                                      ----------
                                             Total Anchor GLA:        355,340 SF
Number of Mall Shops                         120
Occupancy (Mall GLA):                        87+/-%
Average Rent (Mall GLA):                     $14-$22
Land Area:                                   52 acres

Parking/Ratio:                               4,613+/- cars; 6.61 per 1,000+/- SF
Demographics:                                Primary Market Population:  487,400
                                             Average Household Income:   $38,000
Retail Sales:                                $185/SF

================================================================================

                                      -28-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: Enclosed, single level mall that has a dated appearance.  Proximity to
an interstate  interchange provides regional access.  However, the tenant mix is
not strong enough to provide a strong regional draw. There are only two anchors,
both of which are well known  national  operators  that  target  middle to lower
middle income  customers.  The shop tenant mix targets a similar  customer base.
There are an above average number of temporary,  local,  service  oriented,  and
office  type  tenants  for a regional  mall.  Nearby  land uses are a mixture of
residential,  low-rise  service/commercial,  and strip or  free-standing  retail
buildings.  The  demographics of the area  surrounding  this property are weaker
than is found in areas surrounding Atlanta's more upscale regional malls.

================================================================================

                                      -29-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
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<PAGE>


                                                          Retail Market Analysis
================================================================================

Competitive Retail Center No. 3

Name:                                    Lenox Square
Location:                                3393 Peachtree Rd.
                                         Atlanta, Georgia
Owner:                                   Corporate Prop. Investors
Distance and Time from Subject:          6+/- miles northwest
                                         (25+/- minute drive time)
Year Opened:                             1959
Year(s) Expanded/Renovated:              Various
Total GLA:                               1,381,000+/- SF
Mall GLA:                                604,000+/- SF
Mall Shop Ratio:                         44%
Anchor Tenants:                          Macy's                       275,000 SF
                                         Neiman Marcus                120,000 SF
                                         Rich's                       382.000 SF
                                                                      ----------
                                         Total Anchor GLA:            777,000 SF
Number of Mall Shops                     212+/-
Occupancy (Mall GLA):                    94%
Average Rent (Mall GLA):                 $35/SF
Land Area:                               63+/- AC
Parking/Ratio:                           7,000+/- cars; 5+/- per 1,000+/- SF
Demographics:                            Primary Market Population:      700,000
                                         Average Household Income:       $65,000
Retail Sales:                            $550/SF

================================================================================

                                      -30-

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                                                                   WAKEFIELD (R)
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<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: Atlanta's oldest but one of its most upscale malls, offering a strong
anchor alignment which includes Neiman Marcus, as well as a diverse mall shop
tenant base ranging from upscale retailers Ann Taylor, Burberrys and Louis
Vitton to the Gap and Limited concepts. Together with the nearby Phipps Plaza,
anchored by Lord & Taylor, Parisian and Saks Fifth Avenue, Lenox Square provides
formidable draw for shoppers throughout the metro area.

Surrounding area densely developed with upscale office, hotel and ancillary
retail, as well as some of Atlanta's higher income single family residential
areas.

================================================================================

                                      -31-

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<PAGE>


                                                     Retail Market Analysis
================================================================================
Competitive Retail Center No. 4

Name:                                    Phipps Plaza

Location:                                3500 Peachtree Rd.
                                         Atlanta, Georgia

Owner:                                   Equitable Real Estate Investment
                                         Management, Inc.

Distance and Time from Subject:          6+/- miles west
                                         (25+/- minute drive time)

Year Opened:                             1968

Year(s) Expanded/Renovated:              1992

Total GLA:                               823,000+/- SF

Mall GLA:                                331,136+/- SF

Mall Shop Ratio:                         40%

Anchor Tenants:                          AMC Theatres                  53,689 SF
                                         Lord & Taylor                148,998 SF
                                         Parisian                     165,382 SF
                                         Rich's                       123.795 SF
                                                                      ----------
                                         Total Anchor GLA:            491,864 SF

Number of Mall Shops                     110+/-

Occupancy (Mall GLA):                    90%

Average Rent (Mall GLA):                 $35-$40/SF

Land Area:                               22+/- AC

Parking/Ratio:                           4,100+/- cars; 5+/- per 1,000+/- SF

Demographics:                            Primary Market Population:      700,000
                                         Average Household Income:       $65,000

Retail Sales:                            $400/SF (estimated)

================================================================================

                                      -32-

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                                                                   WAKEFIELD (R)
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<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: Arguably the metro area's most upscale mall, offering a strong anchor
alignment which includes Parisian, Lord & Taylor and Saks Fifth Avenue, as well
as notably upscale mall shop tenant base which includes designers Prada, Jil
Sander, Dolce & Gabbana and Gianne Versace. Together with the nearby Lenox
Square, anchored by Macy's, Neiman Marcus and Rich's, Phipps Plaza provides
formidable draw for shoppers throughout the metro area.

Surrounding area densely developed with upscale office, hotel and ancillary
retail, as well as some of Atlanta's higher income single family residential
areas.

================================================================================

                                      -33-

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<PAGE>


                                                     Retail Market Analysis
================================================================================

Other Competition

     There exists various nodes of retail development throughout the immediate
area that offer varying degrees of competition to the subject. Free-standing
buildings are scattered along both North Druid Hills Road and Lawrenceville
Highway close to the mall. Most of these buildings are occupied by national
chain-type fast food restaurants and service/commercial establishments. They
only marginally compete with existing shop tenants at the mall.

     There are also a number of nearby strip centers that because of their major
tenants and merchandising do offer some competition, albeit limited, to the
subject.

     o Across North Druid Hills Road from Market Square Mall, is Shamrock Plaza
     Shopping Center. This neighborhood strip-type shopping center contains
     about 72,500+/- square feet of 14 stores, none of which are large enough to
     be considered a true anchor. Opened in 1960, this center was renovated in
     1991 and now has an upscale appearance. The stores are primarily occupied
     by local and regional retailers. The most recent lease of significance was
     to Blockbuster Video. At the time of our inspection, there were four stores
     vacant representing about 25 percent of the GLA. This is an atypical
     vacancy rate for this center but is due to several larger lease
     expirations. The leasing agent told us that typical spaces leased for $8 to
     $12 per square foot, triple net

o    Diagonally across the intersection of North Druid Hills Road and
     Lawrenceville Highway is the North DeKalb Square shopping center. Like the
     Shamrock Plaza, this is an older strip center that is primarily occupied by
     local and regional retailers. It has not been cosmetically upgraded in many
     years. It is anchored by a 75,000+/- square foot Cub Food grocery store and
     there are about 17 smaller shops which, in aggregate, contain approximately
     30,700 square feet. At the time of our inspection, the center was 87
     percent occupied. The leasing agent reported asking rental rates for the
     vacant space of $12 per square foot, triple net.

o    Home Depot recently opened a 110,000+/- square foot superstore located
     along the south side of Lawrenceville Highway. Grocers Kroger and Publix
     are reportedly actively seeking new locations within the Lawrenceville
     Highway corridor but no plans have been announced.

o    "Big Box" and  "Category Killer" Retailers

     Other than the Home Depot mentioned above, there is a noticeable absence of
     big box and category killer type retailers (i.e. Best Buy, Media Play,
     OfficeMax) that are increasingly found surrounding other regional malls
     throughout the metro area. Most proximate to the subject, this type of
     development is found around Northlake Mall, which helps establish its
     dominance over Market Square. This type of development contributes to the
     establishment of an area as a retail hub, and its absence is felt by Market
     Square tenants.

Future Regional Competition

     Our research included investigation of potential, near-term changes in the
retail structure of the area. There are several planned regional malls
throughout the Atlanta MSA. However, developers have not announced anchors or
opening dates for these projects, making it uncertain if and when these projects
will be developed. None of the proposed regional malls, as highlighted below,
are located within Market Square's effective trade area.

================================================================================

                                      -34-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

                    

o    Proposed regional mall to be located at Turner Hills Road at I-20,
     approximately 20 miles southeast of Market Square.

o    Proposed regional mall to be located along I-75 in Henry County,
     approximately 40 miles southeast of Market Square. Not anticipated to be
     developed within the near future.

GLA per Capita

     The data presented summarizes the extent of existing regional mall
development proximate to the subject. According to the National Research Bureau,
the average GLA per capita for the United States and State of Georgia were
5.5+/- square feet and 4.1+/- square feet, respectively, in 1995. This statistic
pertains to centers in excess of 400,000+/- square feet.

     With a total of 15.1+/- million square feet in centers larger than
400,000+/- square feet, and an estimated 1996 population of 3.5+/- million, the
Atlanta MSA posts a GLA per capita of 4.3+/- square feet. The subject, Northlake
Mall and South DeKalb mall are the only malls located within the subject's
Effective Trade Area, as determined by the customer survey. It should be noted,
however, that Lenox Square and Phipps Plaza are located just west of the trade
area. However, counting only the GLA located within the effective trade area
yields GLA per capita of 5.3+/- square feet. This is below the national average
but well above both the state and MSA averages.

Anchor Alignment

     The anchor alignment of the subject also helps to define the potential
boundaries of the subject's trade area. The subject property is anchored by
Rich's, Mervyn's and Stein Mart. The following is a profile of each of these
anchor tenants.

     Dayton Hudson (7/95) is one of the country's largest general merchandise
     retailers with 1993 revenues of $19.2 billion. This represented an increase
     of 7 percent over 1992. The company's 893 stores span the entire retail
     spectrum from discount (Target and Mervyn's) to mid-level and high end
     (Dayton's, Hudson's and Marshall Fields). The company reports that more
     than 80 percent of its revenue are derived from its discount and moderate
     priced divisions. Overall, over the last ten years revenues have grown by
     an impressive rate of 10.2 percent per annum. Standard & Poor's has
     forecasted a continued rise in comparable store sales. They rate the
     company as "A". A brief profile of each follows:

     Mervyn's - Mervyn's is a moderate priced family department store chain
     specializing in soft goods. The division operates 276 stores in 15 states
     in the northwest, west, southwest, southeast and Michigan. During the first
     quarter of 1995, they will be moving into the Minneapolis market with the
     purchase of eight Carson Pirie Scott stores. In 1993 Mervyn's sales were
     disappointing, decreasing by 1.6 percent, while comparable sales were off
     by 6 percent. Comparable sales were reported to be flat in 1994. Average
     sales per square foot were approximately $200. The division is aggressively
     pursuing cost cutting measures to make it more profitable.

================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================


     Department Store Division - The Department Store Division consists of
     Daytons, Hudson's and Marshall Fields. The division operates 63 full
     service units predominantly in nine midwestern states including 19 Daytons,
     21 Hudson's and 23 Marshall Fields stores. Sales in 1993 increased slightly
     to $3.054 billion (up 1 percent) however, operating profit was up 18
     percent. The average sales per square foot were reported to be $221 per
     square foot, inclusive of the flagship units for the respective chains.
     Additions include new Daytons stores in Northbrook Court (Chicago - 1995)
     and Somerset North (suburban Detroit - 1996).

     Federated Department Stores, Inc. (6/95) is one of the leading full-line
     department store companies in the United States. The year 1994 was a major
     acquisition year for the company. On December 19, 1994 the company
     completed a $4.1 billion purchase of Macy's and it has recently
     consolidated the A&S/Jordan Marsh division into Macy's East. On May 26,
     1994 the company purchased Joseph Horne Co., a department store retailer
     operating ten units in Pittsburgh and Erie, Pennsylvania for $116.0
     million, including the assumption of $40.0 million in debt and acquisition
     costs. Upon completion of this merger with Macy's, Federated operates 355
     department stores in 35 states at urban or suburban sites, principally in
     densely populated areas operating under the names of Bloomingdale's, The
     Bon Marche, Bullocks, Burdines, Goldsmith's, Jordan Marsh, Lazarus, Rich's,
     Sterns and Macy's. The company also operates more than 135 specialty and
     clearance stores under the names of "Aeropostale," "Charter Club" and "MCO"
     and a mail order catalog business under the name of "Bloomingdale by Mail."
     The company recently announced the closure of the MCO stores.

The  properties consist primarily of stores and related retail facilities
     including warehouse and distribution centers. Of the 355 stores, 181 stores
     were entirely or mostly owned and 174 stores were entirely or mostly
     leased. The company owns or leases other properties including office space
     in Atlanta and Cincinnati. During 1994, the company added 142 department
     stores and 135 specialty and clearance stores. Of the 142 department store
     additions, 121 were a result of the acquisition of Macy's and 10 as a
     result of the acquisition of Horne's. All 135 specialty and clearance
     stores were added through the Macy's acquisition. Federated's net sales for
     1994 increased by 15 percent to $8,315.9 million, compared to $7,229.4
     million reported in 1993. On a comparable store basis net sales increased
     by 3.1 percent. The company's retail operating division sales as of January
     28, 1995 were as follows:

================================================================================

                                      -36-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

<TABLE>
=====================================================================================================
                      Federated Department Stores Company
=====================================================================================================
<CAPTION>
                                         Number                         Gross          Avenge Sales
                                       of Stores     1994 Sales     Square Feet     Per Square Foot
=====================================================================================================
<S>                                        <C>        <C>             <C>            <C>   
Abraham  & Straus/Jordan Marsh             34         $1.441.1          8,999                  $160
- -----------------------------------------------------------------------------------------------------
        Bloomingdale's                     16         $1,297.5*         4,439        $292 ($268.57)
- -----------------------------------------------------------------------------------------------------
        The Bon Marche                     40          $ 873.0          4,892                  $178
- -----------------------------------------------------------------------------------------------------
           Burdines                        46         $1,248.5          7,648                  $163
- -----------------------------------------------------------------------------------------------------
            Lazurus                        51         $1,130.3         10,212                  $111
- -----------------------------------------------------------------------------------------------------
      Rich's/Goldsmith's                   25           $999.7          4,991                  $200
- -----------------------------------------------------------------------------------------------------
            Stern's                        22           $707.4          3,946                  $179
- -----------------------------------------------------------------------------------------------------
          Macy's East                      64         $3,447.7**       17,162                  $201
- -----------------------------------------------------------------------------------------------------
      Macy's West/Bullock                  57         $2,334.8**       11,845                  $197
- -----------------------------------------------------------------------------------------------------
       Macy's Specialty                   122          $ 128.4**          420                  $395
- -----------------------------------------------------------------------------------------------------
              MCO                          14            $83.1**          704                  $118
- -----------------------------------------------------------------------------------------------------
             Total                        491         $8,315.9         75,228
=====================================================================================================

     *    Includes $105.3 million in sales of the company's Bloomingdale's By
          Mail subsidiary. Net of this allocation, sales were equal to $269
          per square foot.

     **   Represents sales of divisions acquired pursuant to merger.

=====================================================================================================

</TABLE>



     Federated has a C++ rating from Value Line. By fiscal 1996, savings from
     the closure of Macy's corporate office (second half of 1995) and other
     consolidation benefits may help boost Federated's share net to $2.00 to
     $2.10. Value Line's earning projections to 1998-2000 is that excess cash
     flow will enable Federated to reduce its long term debt by about S1 billion
     between fiscal 1996 and the end of the decade, and the operating margin
     will gradually widen following a market improvement in fiscal 1996.

     Federated's historical and projected sales are as follows:


                    =======================================
                           1996*            $15.100
                    ---------------------------------------
                           1995*            $14,200
                    ---------------------------------------
                           1994             $ 8,316
                    ---------------------------------------
                           1993             $ 7,229
                    ---------------------------------------
                           1992             $ 7,080
                    =======================================
                    *    Value Line estimated sales dollars
                    =======================================

     Federated's management believes the department store business will continue
     to consolidate and accordingly, intends to consider the possible
     acquisition of department store assets and companies from time-to-time.
     Future acquisitions, if any, are expected to be financed through a
     combination of cash on hand and from operations and possible long term debt
     or other securities issuance. The company's budgeted capital expenditures
     are approximately $2,800 million for 1995 to 1998, with approximately 68
     percent budgeted for existing stores, 21 percent budgeted for new stores
     and 11 percent for technology.

     Stein Mart, headquartered in Jacksonville, Florida, is a public company
     that owns and operates 100 department stores throughout the states of
     Arizona, Indiana, Ohio and in various locations in the southeast. Located
     in shopping centers or malls, Stein Mart sells women's, men's, and
     children's

================================================================================

                                      -37-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     apparel to the mid-market customer. Their average store is about 36,0000+/-
     square feet. Latest numbers show that they have a sales volume of
     $419,220,000 that is growing at a 22% rate. They currently employee 6,600
     which is expected to grow at an 18% rate.

Trade Area Definition

     Market Square is located approximately 1 mile west of the I-285 expressway,
with peripheral access via the limited access road known locally as the Stone
Mountain Freeway. Its distance from the expressway makes it less accessible than
other major retail locations within the area. The advantage of interstate
proximity has the effect of expanding the mall's trade area by virtue of
reducing travel time for residents in more distant locations. As such, the
percentage of in-flow sales tends to be greater for more dominant properties.
Market Square is, however, well-positioned to service a trade area that extends
from 5 to 10 miles, depending on location street patterns and location of
competitors.

     As discussed in the previous section, the location and accessibility of
competing centers also has direct bearing on the formation and make-up of a
mall's trade area. As mentioned, the shopper's survey shows that shoppers will
routinely bypass Market Square to patronize malls which provide a more unique,
upscale tenant profile.

     We believe that it is also important to note that community centers and
free-standing retailers represent a limited force in the market's competitive
environment. Their primary stores (groceries and drugs) are generally different
from those which comprise Market Square. Certainly there is a place for both in
most retail environments. Several big box retailers and category killer
operations which have entered the Atlanta area in the office supply,
electronics, clothing, book and entertainment segments have yet to position
themselves in close proximity to Market Square, with surrounding retail limited
to neighborhood-oriented retailers such as Cub Foods, Blockbuster and Home
Depot.

     To summarize, the foundation of our analysis for delineation of the
subject's trade area may be summarized as follows:

     1.   Impact of proximity to an interstate route and depth of tenant mix on
          regional draw.

     2.   Highway accessibility including area traffic patterns, geographical
          constraints and nodes of residential development.

     3.   The position and nature of the area retail structure including the
          location of destination retail centers and the strength and
          composition of the retail in-fill as discussed above.

     4.   The size, anchor tenancy and merchandising composition of the mall
          tenants enhances its total market penetration.

     5.   Area retail in-fill in distinctly non-competitive with the mall, and
          is comprised of mainly neighborhood-oriented retailers.

================================================================================

                                      -38-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>

                                                     Retail Market Analysis
================================================================================

                         

     During late 1993/early 1994, Urban Retail Properties, Co. commissioned a
survey of mall shoppers which included determining the zip code of their primary
residence. This survey shows that both the primary and effective trade areas of
the mall have the most depth south and east of the mall and minimal depth to the
north of the mall due to the location of strong competitors. More specifically,
the primary trade area's boundaries are generally within 10 to 15 miles of the
mall to the east and south, while to the north and west, outlying boundaries of
the primary trade area are limited to about 3-5+/- from the subject.

     After reviewing this report in conjunction with our independent analysis of
the trade area, we are in concurrence with its findings. As such, we have
elected to rely on some of the demographic results it has produced. An analysis
of key demographic indicators can then be performed based upon this defined
trade area.

 Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. Equifax National Decision Systems
provides historical, current and forecasted population estimates for the total
trade area. Patterns of development density and migration are reflected in the
current levels of population estimates.

     Comparisons have been made between the state of the Atlanta MSA and the
State of Georgia to the Effective Trade Area's components to lend some
perspective to the dynamics of the trade area. The chart on the Facing Page
compares these statistics.

     Between 1990 and 1996, ENDS reports that the population within the primary
trade area increased by 18,614 to 223,067. This 9.1 percent increase (1.46
percent per annum) has marginally trailed that of the effective trade area
growth rate of 11.2 percent (1.78 percent per annum). Expanding to the total
trade area, the current population increases to 435,596. The current projection
is for a continuation of this trend with additional growth of 1.77 percent and
1.9 percent per annum for the primary and effective trade areas respectively. On
balance, we note that population growth throughout the trade area has outpaced
that of the country and most other metropolitan areas as the perceived higher
quality of life has drawn population to the area.

     Provided on the Following Pages are graphic representations of the current
population distribution as well as projected population growth. This graphic
depicts that the more densely developed areas are found within the closest
proximity to the mall.

================================================================================

                                      -39-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================



                               [GRAPHIC OMMITTED]

                                     [MAP]

                          MARKETPLACE AT NORTH DEKALB
                              EFFECTIVE TRADE AREA

<PAGE>




                               [GRAPHIC OMMITTED]

                                     [MAP]

                          MARKETPLACE AT NORTH DEKALB
                              EFFECTIVE TRADE AREA

<PAGE>

                                                     Retail Market Analysis
================================================================================


Households

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

     o    The population in general is living longer on average. This results in
          an increase of single and two person households.

     o    The divorce rate increased dramatically during the last decade, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, thus also resulting in more
          single person households.

     Between 1990 and 1996, the primary trade area added 11,359 households,
increasing by 14.2 percent to 91,326 units. This growth is equivalent to a
compound annual increase of 2.24 percent. Alternatively, the secondary trade
area added 12,046 households to 80,854 indicating an accelerated 2.73 percent
annual rate of growth. Combined, the effective trade area is currently estimated
to contain 172,180 households.

     Between 1996 and 2001, the primary trade area is expected to grow by 11.2
percent (2.12 percent per annum) to 101,428 households. This rate of growth is
slightly less than that of the secondary area which is expected to grow by 12.4
percent. Overall, the total trade area is expected to grow by 11.7 percent to
192,334 households. The subject must be viewed within the context of its
location in a growing area with opportunities for expansion as seen in nearby
communities.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of a broad-based middle income market. According to ENDS,
average household income within the primary trade area is currently $54.521.

================================================================================

                                      -42-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                     Retail Market Analysis
================================================================================


     Available data shows an identifiable pattern of income levels throughout
the total trade area as shown below along with comparisons to the state and
United States.


            ====================================================
                            Average Household Income
            ====================================================
                       Area                  Average HH Income
            ====================================================
          
              Primary Trade Area                $54,521
             Secondary Trade Area               $62,620
             Effective Trade Area               $58,324
                  Atlanta MSA                   $58,973
               State of Georgia                 $47,776
                 United States                  $49,031
            ====================================================

     These statistics show that the primary trade area has an average household
income of $54,521 which increases to $58,324 with the inclusion of the higher
income areas in the secondary market. The total trade area's average household
income is comparable to that of the MSA, and well above that of the state and
country.

Provided on the Following Page is a graphic presentation of the household income
distribution throughout the total trade area. As can be seen, the majority of
the effective trade area is relatively affluent, with those communities
immediately proximate to the subject posting average household incomes of
$50,000 to $59,999. Generally, the highest concentrations of wealth (average
incomes of $60,000 and higher) are found north and east of the center, but quite
proximate to the mall. We also see that average household income throughout the
total trade area is forecasted to increase at compound annual rate of 6.45
percent. 
================================================================================

                                      -43-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>



                               [GRAPHIC OMMITTED]

                                     [MAP]

                          MARKETPLACE AT NORTH DEKALB
                              EFFECTIVE TRADE AREA


<PAGE>


                               [GRAPHIC OMMITTED]

                                     [MAP]

                          MARKETPLACE AT NORTH DEKALB
                              EFFECTIVE TRADE AREA
                                                                             

<PAGE>





                                                     Retail Market Analysis
================================================================================

Effective Buying Income

     Another measure of the ability of a trade area to support retail business
is the area's effective buying income (EBI). This data is not measured by
specific trade area, but rather by both the metropolitan statistical area (MSA),
as well as on a county basis as reported in Sales and Marketing Management's
Survey of Buying Power. For 1995, DeKalb County had an aggregate EBI of $8.6
billion.

     A comparison can be made to the total Atlanta MSA and the DeKalb County.
<TABLE>
<CAPTION>


===============================================================================================================================
                             Effective Buying Income

                                   1990                                  1995                         Compound Annual Change

               Total EBI (billions)   Med HHEBI   Total EBI (billions)        Med HHEBI      Total EBI (billions)   Med HHEBI
===============================================================================================================================
<S>                 <C>                 <C>              <C>                    <C>                 <C>               <C>  
Atlanta MSB         $41.3              $31,184           $63.2                 $42,410              8.88%             6.34%
- -------------------------------------------------------------------------------------------------------------------------------
Dekalb              $ 8.6               32,146           $11.3                  42,580              5.62%             5.78%
===============================================================================================================================
Source: Sales and Marketing Management, Survey of Buying Power
===============================================================================================================================
</TABLE>


     The data above shows that the median household effective buying income for
DeKalb County marginally exceeds that of the Atlanta MSA. Since 1990, the total
EBI has grown at a compound annual rate of 5.62 percent while the median
household EBI has grown by 5.78 percent. Both of these measures have exceeded
inflation over this five year period.

Retail Sales

 <TABLE>
<CAPTION>


===============================================================================================================================
                                                          Retail Sales

                                   1990                                  1995                       Compound Annual Change
             Total Retail Sales   Retail Sales    Total Retail Sales    Retail Sales              Total           Retail Sales    
                 (millions)       Per Household        (millions)       Per Household          Retail Sales       Per Household   
===============================================================================================================================
<S>              <C>                 <C>              <C>                   <C>                  <C>                <C>  
Atlanta MSB      $23,109.8          $21,837          $32,090.8             $25,572              6.79%              3.21%
- -------------------------------------------------------------------------------------------------------------------------------
Dekalb           $ 4,838.7          $22,632          $ 5,957.9             $26,801              4.25%              3.44%
===============================================================================================================================
Source: Sales and Marketing Management, Survey of Buying Power
===============================================================================================================================
</TABLE>


     We note that total retail sales in DeKalb County grew dramatically by 23
percent between 1990 and 1995 to $5.96 billion, or 4.25 percent per annum, while
1995 retail sales of $26,801 per household indicate a growth rate of 3.44
percent per annum.

Mall Shop Sales

     While retail sales trends within the MSA and region lend insight into the
underlying economic aspects of the market, it is the subject's sales history
that is most germane to our analysis. 

     We have been provided with three years of sales history (1994-95) for the
mall. The chart below summarizes the performance of the mall shops over this
period.

================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                     Retail Market Analysis
================================================================================

<TABLE>
<CAPTION>


========================================================================================
                          Management's Year End Summary
========================================================================================
                            Full Year Projection (000)         Full Year Per Square Foot
                                1995         1994     % Change      1995      1994
========================================================================================
<S>                        <C>           <C>            <C>       <C>       <C>    
General Merchandise        $   520,384   $   579,785   -10.25%    $172.31   $191.98
Food Specialty             $   515,078   $   553,185    -6.89%    $247.40   $265.70
Food Court                 $ 2,584,104   $ 2,720,406    -5.01%    $370.85   $390.41
Women's Ready-To-Wear      $ 3,999,220   $ 4,708,187   -15.06%    $127.11   $149.65
Men's Ready-To-Wear        $ 1,450,792   $ 1,654,516   -12.31%    $174.25   $198.72
Unisex Apparel             $ 2,062,065   $ 2,159,452    -4.51%    $238.91   $250.20
Other Apparel              $   120,974   $   199,279   -39.29%      $O.OO     $O.OO
Family Shoes               $ 1,882,866   $ 1,922,161    -2.04%    $253.01   $258.29
Women's Shoes              $   347,346   $   323,836     7.26%    $414.49   $386.44
Athletic Shoes             $ 1,835,715   $ 1,862,787    -1.45%    $197.98   $200.90
Home Furnishings           $   485,059   $   480,591     0.93%    $191.72   $189.96
Music & Electronics        $ 1,854,904   $ 1,896,438    -2.19%    $285.37   $291.76
Hobby & Special Interest   $ 1,393,655   $ 1,416,832    -1.64%    $232.66   $236.53
Gifts & Specialty          $ 1,887,158   $ 1,972,152    -4.31%    $202.59   $211.72
Jewelry                    $ 2,057,618   $ 1,937,757     6.19%    $648.68   $610.89
Health & Beauty Aids       $   902,238   $   863,174     4.53%    $270.13   $258.44
Other Retail               $   136,552   $   129,880     5.14%    $199.93   $190.16
Personal Services          $   948,414   $   969,546    -2.18%    $268.60   $274.58
Recreation & Community     $   494,452   $   510,864    -3.21%    $164.82   $170.29
Kiosks                     $       833   $   199,664   -99.58%    $  0.56   $133.11
Total                      $25,479,427   $27,060,492    -5.84%    $216.66   $230.10
========================================================================================

</TABLE>


================================================================================

                                      -46-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                     Retail Market Analysis
================================================================================

     From the chart we see that total mall shop sales decreased on an aggregate
basis in 1995 to $201/SF. Leading categories include Jewelry ($649 per square
foot); Food ($342 per square foot); and Music & Electronics ($285 per square
foot).

     By comparison, the Urban Land Institute's Dollars and Cents of Shopping
Centers (1995) reports national and regional sales averages for regional and
super-regional shopping malls. Nationally, average sales at super-regional
centers is reported at $203.09 per square foot, down 1.4 percent from 1993. For
regional malls, average sales are reported to be $176.16, virtually even from
1993. A comparison of national and regional figures is shown on the following
chart.

<TABLE>
<CAPTION>

============================================================================================
                           Regional/Super-Regional Centers
=============================================================================================
  Area                Average             Median            Lower Decile       Upper Decile
- ---------------------------------------------------------------------------------------------
<S>                   <C>                 <C>                 <C>                 <C>     
 United States        $176.16/            $163.54/            $125.88/            $285.40/
                      $203.09             $198.93             $140.46             $305.23
- ---------------------------------------------------------------------------------------------
 East                 $204.96/            $183.05/            $126.07/            $323.74/
                      $220.64             $183.81             $130.46             $379.81
- ---------------------------------------------------------------------------------------------
 West                 $188.63/            $167.46/            $124.00/            $264.89/
                      $190.51             $187.64             $143.01             $258.68
- ---------------------------------------------------------------------------------------------
 South                $156.27/            $154.18/            $129.63/            $195.24/
                      $210.30             $207.99             $145.75             $293.70
- ---------------------------------------------------------------------------------------------
 Midwest              $178.99/            $179.24/            $125.50/            $290.57
                      $195.03             $192.42             $148.18             $261.09
=============================================================================================
Source: Urban Land Institute Dollars and Cents of Shopping Centers (1995)
=============================================================================================
  
</TABLE>


     As a regional mall in the southern part of the country, the subject's 1995
sales performance of $201 per square foot can be compared to its peers as shown
below.

================================================================================
                            Average          Subject          Variance
================================================================================
United States                $176             $201             14.2%
- --------------------------------------------------------------------------------
East                         $156             $201             28.8%
================================================================================

     On a relative basis, the subject is substantially outperforming its peer
group on average in terms of sales productivity. However, our experience shows
that when compared to other malls in the Atlanta metropolitan area, the sales at
Market Square are below average.

Anchor Store Sales

     During 1995, the majority of the anchors (stores greater than 40,000+/-
square feet) were not required to report sales to mall management. Our efforts
to obtain specific sales included interviewing the mall manager. We were told
that the Market Square Rich's is one of their strongest Atlanta locations, with
estimated 1995 sales volume of $55 million, or approximately $280 per square
foot, while Mervyn's is estimated to have posted sales of approximately $120 per
square foot. As noted earlier in this report, Federated Department Stores
(Macy's) and Dayton Hudson (Mervyn's), represent two of the nation's leading
department store companies. Stein Mart's sales for 1994 were reported management
at about $112/SF which is relatively low for an Atlanta department store. We
were not provided with a 1995 sales figure for this tenant.

================================================================================

                                      -47-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                     Retail Market Analysis
================================================================================
                                                                                

        While the actual sales of the Rich's and Mervyn's stores at Market
Square are not known, we provide the following department store sales
information as provided by Urban Land Institute, which tracks sales of owned and
non-owned department stores by selected affiliation and region. This information
is summarized in the following chart.


================================================================================
                          Department Store Sales Data
================================================================================
              Category/Region      Average Sales PSF   Top 10% PSF   Top 2% PSF
================================================================================
            Super-Regional U.S.
            Owned Dept. Stores           $144.99          $247.99      $505.13
              National Chain             $146.89          $271.91      $532.63
          Non-Owned Dept. Stores         $154.34          $243.28      $367.33
              National Chain             $154.34          $243.28      $367.33
              Eastern Region             $152.35             --           --
              Western Region             $147.26             --           --
             Midwestern Region           $131.12             --           --
              Southern Region            $159.23             --           --
================================================================================
                 Average -                                            
        All Super-Regional Centers       $148.82          $251.62      $443.11
================================================================================
            Regional Malls U.S.                                       
            Owned Dept. Stores           $149.26          $245.53      $352.79
              National Chain             $149.03          $237.27      $343.94
          Non-Owned Dept. Stores         $162.14          $215.20      $266.01
              National Chain             $163.08          $215.32      $266.09
              Eastern Region             $174.78             --           --
              Western Region             $165.36             --           --
             Midwestern Region           $151.49             --           --
              Southern Region            $150.39             --           --
================================================================================
      Average - All Regional Centers     $158.19          $228.33      $307.21
================================================================================
Source: Urban Land institute Dollars & Cents of Shopping Centers (1995)
================================================================================
                                                                     
     Data from ULI shows that the mean sales level for department stores in
super-regional malls varies from $131.12 to $159.23 per square foot with an
overall average of $148.82 per square foot. Stores in the top 10 percent of
their peers average (unweighted) approximately $252 while the top 2 percent
average approximately $443 per square foot.

     Data for department stores in regional malls shows that the mean ranges
from $149.03 to $174.78 per square foot with an overall average of $158.19 per
square foot. The unweighted average for the top 10 percent and 2 percent is
approximately $228 and $307 per square foot, respectively.

Summary

        Within the shopping center industry, a trend toward specialization has
evolved so as to maximize sales per square foot by deliberately meeting customer
preferences rather than being all things to all people. This market segmentation
is implemented through the merchandising of the anchor stores and the tenant mix
of the mall stores. With anchors of Rich's, Stein Mart and Mervyn's, the subject
property is clearly positioned toward the broad center of the retail market.
With only three anchors, two of which are perceived as somewhat downscale, the
mall's anchor alignment is weak compared to most regional malls within the metro
area. While traditional merchandise is well-represented among mall shop tenants,
more unique and/or upscale mall shop tenants are not. Further, the level of
local and or temporary tenants at the mall exceeds

================================================================================

                                      -48-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                     Retail Market Analysis
================================================================================
          
that of the typical mall located within the metro area. A stronger anchor
alignment and a more diverse mix would bring a balance of retail uses to the
market which included both familiar and first time tenants to the trade area.

Conclusion

     We have analyzed the retail trade history and profile of the Atlanta MSA
and DeKalb County in order to make reasonable assumptions as to the continued
performance of the subject's trade area.

     A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area was presented. We included a brief discussion of some of the
competitive retail centers in the market area as well as a profile of the anchor
tenants at the mall. The trade area profile discussed encompassed an MSA and zip
code based survey for the subject. Marketing information relating to these
sectors was presented and analyzed in order to determine patterns of change and
growth as it impacts the subject. Given that two of the three anchors of Market
Square are not required to report sales, we were unable to provide extensive
mall sales analysis. We are told by the mall manager that Rich's is an extremely
strong performer, while the performance of both Stein Mart and Mervyn's appear
somewhat lackluster when compared to department store sales on a national and
regional basis. The data is useful in giving quantitative dimensions of the
total trade area, while our comments serve to provide qualitative insight into
this area. The following summarizes our key conclusions:

     o    The subject enjoys a visible and accessible location within the
          growing Atlanta MSA. It lacks, however, close proximity to an
          interstate highway, which serves to inhibit its regional draw. This
          quadrant of DeKalb County is expected to maintain a growth pattern
          benefiting from a diverse regional economy and general perception that
          the region offers a high quality of life.

     o    The Atlanta region's affluence as measured by average household income
          and market expenditure potential has expanded substantially over the
          last decade paralleling the population growth.

     o    Market Square is overshadowed or displaced by several larger, more
          upscale malls that are within a 25 minute drive. These properties
          routinely capture customers that live within the Market Square trade
          area.

     o    Rich's department store appears to be the strongest positive of this
          mall based on sales performance that is reported by mall management
          but, unfortunately, cannot be supported by actual sales figures.

     o    The Rich's operating agreement will expire during 1996 and we have no
          way of knowing their future plans for this property. If management's
          report of sales performance is accurate, the prospects appear
          promising.

     o    Within its effective trade area, the subject now competes primarily
          with community and traditional strip centers for tenants. It is
          important for ownership to focus on aggressively leasing the vacant
          space to national and regional retailers that are considered upscale
          and unique to the market. The 

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                                      -49-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>





                                                     Retail Market Analysis
================================================================================
          



          high percentage of national and regional tenants is important to the
          extent that these merchants have the benefit of stronger name
          recognition and are more familiar to shoppers which typically results
          in high sales levels.

     o    Peripheral retail development around the mall is minimal, with a
          noticeable absence of big box and category killer type retailers which
          are found surrounding the majority of malls throughout the metro-area.

     On balance, it is our opinion that with competent management, aggressive
marketing and an improved anchor alignment, Market Square Mall can fortify its
position as a viable regional mall serving the populous, affluent and growing
northeastern quadrant of the Atlanta MSA. However, unless ownership is willing
to make major expenditures to "buy" more upscale tenants, Market Square will
probably continue to struggle due to competition from nearby Northlake, Lenox
Square and Phipps Plaza malls which are superior in most customer's eyes. On the
positive side, our outlook for the area continues to be positive with moderate
to good prospects for appreciating real estate values.

Marketability and Marketing Period

     In this subsection, we consider the potential market appeal, marketability
and demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed, regional mall containing 260,528+/- square feet of mall shop GLA
anchored by three anchor stores and a 63,000+/- square foot multiplex theatre
which will open in late 1996. When the theatre opens the combined mall GLA will
be of 636,800+/- square feet.

     We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price, have sold within twelve months exposure to the
open market or less. Properties for which seller expectations of value exceed
the market's perception have required more extended marketing periods and have
generally sold at below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

     The subject is characterized as a well-maintained regional mall which is
positioned to benefit from strong growth within its effective trade area. The
subject's effective trade area has a current population of approximately
436,000+/- people and is projected to experience substantial population and
household growth in the foreseeable future. We believe that if the subject were
offered for sale, it would represent an important investment opportunity for a
well positioned center with some upside through lease rollover and continued
efforts to upgrade the tenant mix. Based on the above, it is our estimate that a
market sale of the subject property should be realized within twelve months
exposure on the market.

================================================================================

                                      -50-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>

 
                                 [Leasing Plan]

                          Marketsquare at North DeKalb

                               (GRAPHIC OMITTED)


<PAGE>



 
                                 [Leasing Plan]

                          Marketsquare at North DeKalb

                               (GRAPHIC OMITTED)


<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description                   

Location:                          Southwest quadrant Lawrenceville
                                   Highway and North Druid Hills Road,
                                   Unincorporated DeKalb County, Georgia

Shape:                             Irregular (See Site Plan on previous page)

Land Area:                         The portion of the mall site that we are
                                   appraising contains about 54 acres based on
                                   our review of the site plan.

Frontage:                          635+/- on Lawrenceville Highway

Topography/Terrain:                Gently sloping, as developed. Flood plain
                                   along western portion of site. An area, shown
                                   as a parking lot extension, is in the flood
                                   plain. We spoke with personnel at the DeKalb
                                   Zoning office who commented that obtaining a
                                   permit to build in the flood plain was
                                   improbable.

Street Improvements:               North Druid Hills Road and Lawrenceville
                                   Highway are 5-lane surface arteries with
                                   concrete curbs, controlled intersections and
                                   turn lanes. The mall site has access to but
                                   no frontage on North Druid Hills Road. The
                                   subject property is also at the beginning of
                                   the Stone Mountain Freeway. An interchange
                                   located at and around the Lawrenceville
                                   Highway/North Druid Hills Road intersection
                                   has on/off ramps serving North Druid Hills
                                   Road and Lawrenceville Highway.

Soil Conditions:                   We did not receive nor review a soil report.
                                   However, we assume that the soil's
                                   load-bearing capacity is sufficient to
                                   support the existing structure. We did not
                                   observe any evidence to the contrary during
                                   our physical inspection of the property. The
                                   tract's drainage appears to be adequate.

Utilities

 Water:                            DeKalb County
 Sewer:                            DeKalb County
 Electricity::                     Georgia Power Company
 Gas:                              Atlanta Gas Light Company
 Telephone                         Southern Bell

================================================================================

                                      -53-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>



                                                       Property Description
================================================================================


Access:                            The site has good access with an entry/exit
                                   drive located on Lawrenceville Highway. A
                                   frontage road that extends along the north
                                   side of Lawrenceville Highway intersects with
                                   Lawrenceville Highway and provides
                                   light-controlled access to Stone Mountain
                                   Freeway. Ingress/egress to the mall from
                                   North Druid Hills Road is via three local
                                   access streets.

Land Use Restrictions:             We were not given a title report to review. 
                                   We do not know of any easements,  
                                   encroachments, or restrictions that would   
                                   adversely affect the site's use. However, we
                                   recommend a title search to determine whether
                                   any adverse conditions exist.                
                                                                    
Flood Hazard:                      According to Community Panel No. 130065 005C,
                                   National Flood Insurance Rate Map, effective
                                   July 5, 1983, a portion of the subject
                                   property is in Flood Hazard Zone B. This area
                                   does not appear to include areas of the site
                                   that contain buildings, but the map is not
                                   sufficiently detailed to be certain of this.
                                   We recommend a survey by a qualified engineer
                                   to determine the extent of flood plain
                                   encroachment on the site, if any.

Wetlands:                          We were not given a Wetlands survey. If
                                   subsequent engineering data reveal the
                                   presence of regulated wetlands, it could
                                   materially affect property value. We
                                   recommend a wetlands survey by a competent
                                   engineering firm, especially in light of the
                                   presence of the flood plain.

Seismic Hazard:                    The site is not located in an area with a   
                                   high risk coefficient based on a seismic map
                                   prepared by the Applied Technology Council. 
                                   
Hazardous Substances:              We did not observe any obvious sign of the
                                   existence of hazardous substances on the site
                                   during our inspection. However, this should
                                   not be taken as a guarantee that. such
                                   hazardous substances do not exist. We
                                   recommend a study by a qualified engineer to
                                   determine the existence or non-existence of
                                   hazardous substances on the site.

Comments:                          Overall, this site is well-suited for the
                                   existing improvements, or a wide range of
                                   other commercial uses.

================================================================================

                                      -54-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>



                                                       Property Description
================================================================================

Improvements Description

        The improvements, known as Market Square consists of a 630,830 square
foot, single level, enclosed, regional shopping center. As stated, we are only
appraising a portion of Market Square. The current status of the portion we are
appraising is as follows:

================================================================================
Tenant Type                                  Size (SF)                Percent
================================================================================
 Anchor Stores (Occupied)                       40,093                 11.2%
 Anchor Stores (Vacant)                         75,000                 20.9%
 Shops (Occupied)                              165,635                 46.2%
 Shops (Vacant)                                 78,150                 21.8%
                                               ------
 Total                                         358,878                100.0%
================================================================================
       
     At the time of our inspection, the portion of Market Square being appraised
was occupied by one anchor and 73 shop tenants. There were one anchor and 28
shops vacant and unleased. Overall vacancy was 42.7 percent at the time of our
inspection.

     The portion of Market Square not being appraised includes two occupied
anchor stores: Rich's and Mervyn's. Both are owned by the department stores. The
above named anchors and the two anchor stores being appraised (Stein Mart and
vacant store) contain approximately 61 percent of the total GLA of this mall.
This is a typical mix for properties of this size and type in the southeast.

     As of November 1996, the GLA being appraised will increase to 364,978. AMC
Theatres has signed a lease on a 62,500+/- space which will include: a portion
of the vacant anchor store, the existing theatre (currently vacant) and a small
amount of common area. Charts is the Summary of Salient Facts and Conclusions
section of the report compared the GLA being appraised with the anticipated GLA
in November, 1996.

Improvements Description

     Please refer to the leasing plan on a previous page.

     The following construction details are based only on our field inspection
and our discussions with management since architectural plans and specifications
were not available.

General Description
  Year Built:                      1965, with major expansion and renovation in
                                   1986.

  Building Area:                   358,878 SF (Current GLA being appraised)

  Construction Detail:

  Foundation:                      Metal reinforced concrete

  Framing:                         Masonry perimeter walls with steel framing


================================================================================

                                      -55-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>



                                                       Property Description
================================================================================

Floors:                            Poured concrete slab with wire mesh
                                   reinforcing

Exterior Walls:                    Stucco or debit with ceramic tile accents
                                   over block

Roof Structure:                    Deck over open webbed steel joint

Roof Cover:                        Built-up system over insulation; rock ballast

Windows:                           Tinted storefront glass in metal frames

Pedestrian Doors:                  Tempered glass in metal frames; painted metal
                                   doors at loading areas.

Mechanical Detail

Heating and Cooling:               Multiple package roof-top units

Plumbing:                          Men's and women's restrooms with four
                                   fixtures plus two sinks, each

Electrical Service:                Adequate, as far as we know, but we are not
                                   qualified to assess the adequacy of
                                   mechanical or electrical systems.

Fire Protection:                   Wet sprinkled, fire alarm system with smoke
                                   monitors

Interior Detail

Layout:                            Irregular-shaped with central food court.
                                   Additional corridors extend between food
                                   court and exterior entrances.

Floor Covering:                    Patterned marble tile and tile pavers in most
                                   common areas. Store floor coverings vary by
                                   tenant, but include carpet, composite tile
                                   and pavers.

Walls:                             Mostly painted wallboard over studs.

Ceilings:                          Coffered ceilings with decorative accent
                                   ceiling system and lay-in acoustical tile.

Lighting:                          Indirect fluorescent lighting plus recessed
                                   incandescent can spotlights. Several areas,
                                   including the food court, have large clear
                                   glass skylights with supplemental
                                   incandescent lighting.


================================================================================

                                      -56-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>



                                                       Property Description
================================================================================

Site Improvements

On-Site Parking:                   The mall has 1,431 spaces and the former
                                   Phar-Mor store has 370 spaces. In addition,
                                   Rich's and Mervyns have a total of 1,360
                                   spaces.

Landscaping:                       Attractive exterior landscaping including
                                   trees and shrubbery in planters around the
                                   hall perimeter plus landscaped islands in the
                                   parking areas.

Condition:                         Overall, the mall appears to be in good
                                   condition. A section of the roof was replaced
                                   in 1994 at a budgeted cost of $400,000.
                                   Management stated that plans call for
                                   replacing additional sections of the roof and
                                   resealing the parking areas in 1997 if funds
                                   permit.

Comments:                          The quality of the subject improvements is
                                   good. The layout and functional plan are
                                   adequate, although those mall corridors that
                                   extend only between the hub of the mall and
                                   exterior doors, and which do not serve as
                                   access routes between anchor stores, do not
                                   appear to be optimal locations for retail
                                   tenants, nor do spaces which do not face into
                                   the mall area. The former Phar Mor building
                                   and the Phar-Mor wing of Market Square are 6
                                   years old and in good condition.

Americans With Disabilities Act    The Americans With Disabilities Act (ADA)
                                   became effective January 26, 1992. We have
                                   not made, nor are we qualified by training to
                                   make, a specific compliance survey and
                                   analysis of this property to determine
                                   whether or not it is in conformity with the
                                   various detailed requirements of the ADA. It
                                   is possible that a compliance survey and a
                                   detailed analysis of the requirements of the
                                   ADA could reveal that the property is not in
                                   compliance with one or more of the
                                   requirements of the Act. If so, this fact
                                   could have a negative effect upon the value
                                   of the property. Since we have not been
                                   provided with the results of a survey, we did
                                   not consider possible non compliance with the
                                   requirements of ADA in estimating the value
                                   of the property.



================================================================================

                                      -57-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>



                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The center is subject to the taxing jurisdiction of DeKalb County. The
assessors' parcel identification numbers are 18-100-02-005 and 18-100-02-050.

================================================================================
                                                  1995                1996
                                               -----------          -----------
   Assessors Market Value                      $22,450,210          $26,191,500
   Assessment Ratio                                     40%                  40%
                                               -----------          -----------
   Total Assessment                             $8,980,084          $10,476,600
   Combined City and County Tax Rate              $0.04151
                                               -----------
   Total Tax (1994)                               $372,763
================================================================================

o    The 1996 calendar year is the most recent year for which property tax
     information is available. The tax assessors office provided a breakdown of
     the tax appraisal and 40% assessment. This data is shown in the chart
     above. The 1996 tax rate had not been set as of this writing.

o    It is noted that the tax value increased between 1995 and 1996. Our
     research showed that the 1995 tax value was originally $26,191,500 but was
     reduced based on an appeal by the property owner. We have assumed that the
     property owner will be successful in an appeal of the 1996 tax value since
     the property has no higher occupancy or rents in 1996 than in 1995.
     However, the appeal process has not begun yet. To be conservative, we have
     assumed an reduction in the tax appraisal to the 1995 level of $22,450,210
     but we realize that this tax value estimate is still well above our current
     market value estimate. This suggests that a larger reduction in tax value
     may be possible. As a practical matter, the tax liability for this property
     has only a minimal impact on value since a majority of the tax burden is
     passed through to the tenants.

Re-appraisals and Tax Rate

     The tax assessor told us that properties in DeKalb County are re-assessed
on a county-wide basis periodically, but about every three years. The tax
appraisal of the subject has been the same since 1994 and the tax appraiser does
not expect any near-term re-assessment. The following shows a recent history of
the mileage rates set by the county which indicates an erratic pattern. The
decline in 1994 is in response to a county-wide reappraisal which raised the tax
appraisal of many properties on the digest.

=======================================================
    Summary of Recent DeKalb County Mileage Rates
=======================================================
 Year                        Rate/$1,000 of Assessment
=======================================================
 1992                                 $40.03
 1993                                 $42.43
 1994                                 $41.51
 1995                                 $41.51
=======================================================




================================================================================

                                      -58-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                        Real Property Taxes and Assessments
================================================================================

     All counties within the State of Georgia are under a state mandate to
appraise properties for taxation purposes at 100 percent of market value. This
has caused tax assessors in many counties to significantly increase the tax
appraisal over the past few years for properties that are on the county's
digest. On the other hand, many counties or municipalities have reduced the
impact of this action by lowering their mileage rate. This has been the case in
DeKalb County as evidenced by the declining trend in mileage rates over the past
few years. In the final analysis, future increases or decreases in the taxes
applicable to the subject are a function of the overall county budget. If
increases in the budget can be held to an annual growth rate that tracts changes
in the consumer price index, then tax liability should increase at approximately
the same rate. We have estimated that taxes for the subject property will
increase at an average annual rate approximating inflation (3.5 percent per
year) into the foreseeable future.

     If we assume that the 1996 tax value can be reduced to the 1995 level of
about $22,450,210 and the tax rate increases by 3.5% between 1995 and 1996 to
about $.04296, a 1996 tax liability of about $385,800 is indicated.




================================================================================

                                      -59-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                                     ZONING
================================================================================

     The property is zoned C-1, Local Commercial District. Uses permitted in
this district include commercial recreation and entertainment, radio and
television broadcasting stations, automotive/boat sales and service, high rise
apartments, restaurants, hotels/motels, retail trade facilities, medical service
facilities, and offices. Development standards include a 20,000 square foot
minimum lot area, 100 foot minimum lot width, 75 foot minimum front yard depth,
30 foot minimum yard depth, 5 story maximum building height, and 50 foot buffers
when adjacent to a residential district.

     We spoke with a representative of the DeKalb County planning and zoning
office, who stated that, to his knowledge, the existing improvements are in
conformity with both the intent and development standards of the C-1 zoning
designation.

     We are not experts in the interpretation of complex zoning ordinances, but
the property appears to be a conforming use based on our review of public
information. The determination of compliance is beyond the scope of a real
estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.

================================================================================

                                      -60-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                       HIGHEST AND BEST USE
================================================================================
                                                                        

Highest and Best Use of Site As Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

     We evaluated the site's highest and best use both as currently improved and
as if vacant.

As If Vacant

     We analyzed the highest and best use of the land, as if vacant, assuming
that the anchor stores' sites, which are not part of this appraisal, are vacant
and available for development. The first test is what is physically possible. As
discussed in the Property Description, the site's size, soil and topography do
not physically limits its use. A 54+/- acre site is large enough to accommodate
almost all urban uses, including office, retail, hotel, residential, or
manufacturing.

     The second test concerns permitted uses. According to our understanding of
the zoning ordinance, noted earlier in this report, the site may be improved
with structures that accommodate a variety of uses, including retail centers,
such as malls or community centers, hotels/motels, offices and free-standing
retail-type facilities.

     The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. In the course of our investigation, we
considered many likely uses to determine the highest and best use. Lodging
facilities are usually constructed near major employment centers, such as large
concentrations of office buildings or large industrial districts. There are no
such major employment centers in the subject neighborhood. We considered office
development, but this is not an established office market area. The remaining
use of the site is retail development. As discussed in the Market Analysis,
Market Square at North DeKalb Mall directly competes with Northlake Mall, a
larger, dominant super regional mall. This mall's superior competitive
position in the local market has made Market Square a secondary mall in its
market area. Market Square has recently been able to attract only second or
third tier anchors such as Mervyn's and Steinmart, which are not typically found
in a regional mall. Furthermore, approximately 11.0 percent of the shop space
here has never been occupied six years after development.

     We do believe that retail development represents a highest and best use of
the site. However, we do not believe that a mall is the optimum type of
development. We believe that another type of development, such as a "power
center", which may include secondary developments such as festival-style tenants
or other outparcel developments does represent a highest and best use of the
site. This type of power center:

     o    is oriented toward convenience shopping and would not compete with the
          nearby Northlake super-regional mall for in-line or anchor tenants;

     o    would utilize Category killer" tenants such as Circuit City, HiFi Buys
          and Toys "R" Us.

================================================================================

                                      -61-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                            HIGHEST AND BEST USE
================================================================================
              
     o    Financing for such power centers, which have little or no specialty
          store space is reportedly much more available than financing for
          traditional retail development.

     o    Would augment the type of anchors that most recently have been
          attracted to Market Square-Mervyn's and Stein Mart.

As Developed

     The highest and best use of the site, as developed, is continued operation
as a regional mall. As we will show in the Valuation Section, contract rents
from tenants in place contribute significantly to total property value.
Additionally, the improvements are encumbered by leases in place with mall
tenants, that limit the disposition of the buildings over the intermediate to
long-term.

================================================================================

                                      -62-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                          VALUATION PROCESS
================================================================================
              

     This analysis, we have used the Sales Comparison Approach and the Income
Approach to develop a market value estimate.

     The Cost Approach is not used because:

     o    Our experience has shown that the market for this type of property is
          primarily concerned the strength and longevity of the income stream
          produced by the center as leased. The market places little or no
          emphasis on the Cost Approach when analyzing an income property of
          this type and age. This is confirmed by:

          o    Our discussions with numerous respondents of our investor survey,
          o    Discussions with Cushman and Wakefield brokers that are actively
               marketing this type of property, and

     o    The difficulty in accurately segregating and measuring obsolescence
          makes the Cost Approach less reliable

o    We have found that it is difficult to estimate land value of a regional
     mall site. In most areas, their number is limited by unique
     characteristics. They typically are 50+/- acres, have a proximity to an
     expressway interchange, and public utilities. These characteristics limit
     potential sites. Mall sites are often bought well in advance of development
     as unimproved acreage. Utilities and infrastructure are then added to the
     tract. The land sales which we could obtain for this assignment are not
     truly comparable because they lack infrastructure, road improvements and in
     place utilities now in place at the subject. These sites are also much
     smaller. Further, once a mall is built and fully leased, it has what
     amounts to a "locational franchise" which adds value. This value
     enhancement is difficult to measure.

     In the Sales Comparison Approach, we performed the following steps:

     o    Investigated recent sales of similar properties.

     o    Analyzed those sales on the basis of the sales price per square foot
          and the NOI (Net Operating Income) per square foot.

     o    Correlated the various value indications into a point value estimate
          from within the range.

     In developing the Income Approach we:

     o    Studied rents in effect in this and competing centers to estimate
          potential rental income at market levels.

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of stabilized expenses and
          reserves for replacement.

================================================================================

                                      -63-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                               Valuation Process
================================================================================
           
     o    Estimated net operating income by subtracting stabilized expenses from
          potential gross income.

     o    Prepared a discounted cash flow analysis in which net operating income
          and property value at reversion are discounted to an estimate of
          current market value at a market-derived discount rate. Potential
          gross revenues are estimated based on modeling the actual rents and
          recovery provisions in effect through the term of existing leases. As
          existing leases expire, the space is estimated to rent at the then
          current market rental rate with appropriate allowances for downtime.
          Spaces now vacant will be rented at market rates and at the time
          intervals discussed in the Income Approach section of this report.
          From potential gross revenues, we subtract vacancy and operating
          expenses to arrive at an estimate of net operating income over an 11
          year forecast.

================================================================================

                                      -64-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>




                                                       SALES COMPARISON APPROACH
================================================================================
           
Methodology

     In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, we can identify value and price trends.
The basic steps of this approach are:

     1.   research recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   select and analyze properties that are similar to the property
          appraised, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     3.   identify sales that include favorable financing and calculate the cash
          equivalent price;

     4.   reduce the sale prices to a common unit of comparison such as price
          per square foot of gross leasable area, effective gross income
          multiplier, and overall capitalization rate;

     5.   make appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property being appraised;
          and

     6.   interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used and market-oriented unit of comparison for properties
such as the subject is the sales price per gross leasable square foot. All
comparable sales were analyzed on this basis. We present on the following page a
summary of the improved properties that we compared with the subject property.



================================================================================

                                      -65-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                    ----------------------------
                                                     VALUATION ADVISORY SERVICES
                                                    ----------------------------

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                              SECONDARY (2) REGIONAL MALL SALES SUMMARY
                                                                                          Mall                                      
                                                                        Total GLA         Shop                                      
                                        Sale                  Year       Sold GLA       GLA (SF)   Mall Shop     NOI         Mall   
  No.    Name/Location                  Date   Sale Price     Built       (SF)         Ratio (1)   Occupancy    NOI/SF      Sales/SF
====================================================================================================================================
<S>      <C>                           <C>     <C>            <C>       <C>            <C>            <C>     <C>              <C>  
SM94-1   Crossroads Mall                4/94   $51,500,000    1974       1,114,720      378,704       95.0%   $5,300,000       $189 
         Oklahoma City, OK                                                 378,704       100.0%                   $14.00            
                                                                                                                                    
SM94-2   North Shore Square             7/94   $34,150,000    1985         624,000      178,326       94.0%   $3,073,000       $218 
         Slidell, LA                                                       281,755        63.3%                   $10.91            
                                                                                                                                    
SM94-3   Confidential                  11/94    $4,025,000    1978         232,884       86,760       60.0%     $488,591       $143 
         Third Tier City, GA                                               232,884        37.3%                    $2.10            
                                                                                                                                    
SM94-12  Independence Center           12/94   $51,500,000    1974/88      863,986      392,524       84.0%   $3,893,200       $200 
         Independence, Missouri                                            392,524       100.0%                    $9.92            
                                                                                                                                    
SM95-1   Hanover Mall                   1/95   $38,000,000    1971/93      649,130      298,531       90.0%   $3,811,400       $204 
         Hanover, Massachusettes                                            649,130        46.0%                    $5.87           
                                                                                                                                    
SM95-2   Greenbriar Mall                1/95   $84,700,000    1981         774,201      318,595       96.0%   $6,600,000       $250 
         Chesapeak, Virginia                                               594,201        53.6%                   $11.11            
                                                                                                                                    
SM95-3   West Gate Mall                 4/95   $25,289,935    1975         768,000      276,625       78.0%   $2,700,000       $263 
         Spartenburg, South Carolina                                       454,359        60.9%                    $5.94            
                                                                                                                                    
                                                                                                                                    
SM95-4   Westgate Mall                  5/95   $43,000,000    1960/        649,185      253,993       77.9%   $4,096,457       $191 
         San Jose, California                                   89         448,268        56.7%                    $9.14            
                                                                                                                                   
SM95-5   Hot Springs Mall               7/95   $22,775,000    1982         389,914      156,000       83.0%   $2,277,500       $240 
         Hot Springs, Arkansas                                             318,033        49.1%                    $7.16            
                                                                                                                                    
SM95-6   Columbia Mall                  7/95   $27,650,000    1988         351,364      128,024       96.0%   $2,958,500       $165 
         Bloomsberg, Pennsylvania                                          351,364        36.4%                    $8.42            
                                                                                                                                    
SM95-7   River Oaks Center Mall         7/95   $26,200,000    1978         599,299      219,099       87.4%   $2,908,200            
         Decatur, Alabama                                                  492,753        44.5%                    $5.90            
                                                                                                                                    
SM95-8   Colonial Park Mall             7/95   $46,500,000    1960         736,944      242,766       96.0%   $4,417,500       $275 
         Harrisburg, Pennsylvania                                          380,944        63.7%                   $11.60            
                                                                                                                                    
SM95-9   Centre at Salisbury            8/95   $78,000,000    1990         884,825      278,915       89.0%   $7,020,000       $257 
         Salisbury, Maryland                                               744,825        37.4%                    $9.43            
                                                                                                                                    
SM96-1   Grand Telon Mall               4/96   $34,375,000    1984         521,029      172,055       85.0%   $3,435,000       $240 
         Idaho Falls, Idaho                                                521,029        33.0%                    $6.59            
                                                                                                                                    
                                                                                                                                    
              Mean:                            $40,647,495                 646,499      238,792                    $8.63       $218 
                                                                           445,109        63.6%                                    
         Subject                                                                        #DIV/01                  #DIV/01           
====================================================================================================================================

<CAPTION>
====================================================================================================================================
                                                                      Price/SF   Price/SF  Unit Price/                             
                                                                        GLA        Mall    Mall Shop                               
  No.    Name/Location                Going-In   Terminal     IRR    Purchased   Shop GLA  Sales Ratio  Comments                    
====================================================================================================================================
<S>      <C>                            <C>        <C>        <C>     <C>       <C>            <C>    <C>                           
SM94-1   Crossroads Mall                10.3%                         $135.99   $135.99        72.0%  Many leases expire in         
         Oklahoma City, OK                                                                            near term.                    
                                                                                                                                   
SM94-2   North Shore Square              9.0%                         $121.20   $191.50        55.6%  Located in a bedroom          
         Slidell, LA                                                                                  community of New Orleans.     
                                                                                                                                   
SM94-3   Confidential                   12.1%                 12.0%    $17.28    $46.39        12.1%  Two of the three anchor       
         Third Tier City, GA                                                                          leases expire in 1999.        
                                                                                                                                    
SM94-12  Independence Center             7.56%                        $131.20   $131.20        65.6%                                
         Independence, Missouri                                                                                                     
                                                                                                                                    
SM95-1   Hanover Mall                   10.03%                         $58.54   $127.29        28.7%                                
         Hanover, Massachusettes                                                                                                    
                                                                                                                                    
SM95-2   Greenbriar Mall                 7.79%     8.00%      11.50%  $142.54   $265.85        57.0%                                
         Chesapeak, Virginia                                                                                                
                                                                                                                                    
SM95-3   West Gate Mall                 10.70%                         $55.66    $91.42        21.2%  Purchased to renovate and     
         Spartenburg, South Carolina                                                                  expand.  OAR reflects property
                                                                                                      is vulnerable to competition. 
                                                                                                                                    
SM95-4   Westgate Mall                   9.53%                         $95.92   $169.30        50.2%  Partial interest sale, price  
         San Jose, California                                                                         and rates are based on 100%   
                                                                                                                                    
SM95-5   Hot Springs Mall               10.00%                         $71.61                  29.8%                                
         Hot Springs, Arkansas                                                                                             
                                                                                                                           
SM95-6   Columbia Mall                  10.70%                         $78.69   $215.98        47.7%                                
         Bloomsberg, Pennsylvania                                                                                                   
                                                                                                                                    
SM95-7   River Oaks Center Mall         11.10%                         $53.17   $119.58                                             
         Decatur, Alabama                                                                                                           
                                                                                                                                    
SM95-8   Colonial Park Mall              9.50%                        $122.07   $191.54        44.4%                                
         Harrisburg, Pennsylvania                                                                                                   
                                                                                                                                    
SM95-9   Centre at Salisbury             9.00%                        $104.72   $279.66        40.7%                                
         Salisbury, Maryland                                                                                                       
                                                                                                                                   
SM96-1   Grand Telon Mall                9.99%     8.0%       12.4%    $65.98   $199.79        27.5%                                
         Idaho Falls, Idaho                                                                                                         
                                                                                                                                    
                                                                                                                                    
              Mean:                      9.80%     8.00%      12.0%    $89.61   $165.11        41.1%                                
                                                                                                                                    
                                                                                                                                    
     Subject    

     ------------------------------------------------------------------------------------------------------------------------------

     1.   Ratio of mall shop area to area purchased.

     2.   Malls that have one or more of the following criteria: shop sales less than $225/sf, shop occupancy less than 85%, or is
          displaced.
     ------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                                   Sales Companson Approach
================================================================================

Analysis of Sales Price Per Square Foot

     The Addenda includes a summary of our improved property transactions
database. We have tried to use this database and the findings of our recent
Investor Survey in a "broad brush" Sales Comparison Approach. The comparability,
both physical and economic characteristics, are the most important criteria in
analyzing these sales in relation to the subject property. However, we recognize
that regional shopping malls are distinct entities by virtue of:

     o    age and design,

     o    visibility and accessibility,

     o    market segmentation created by tenant mix,

     o    size and purchasing power of the trade area, and

     o    competency of management.

     Due to the geographic dispersion of these properties, it was infeasible to
inspect each of them. We have attempted to verify each transaction, however,
with a reliable source. Because they are recent, one would expect them to
provide a reasonable indication of current market parameters. To the contrary,
our experience has shown that the negotiation and closing process typically
requires from 3 to 18 months and there have been changes in the market during
this time period. To be comfortable with our understanding of the current market
parameters, we recently conducted an Investor Survey. It is also summarized in
the Addenda.

     We have attempted to make comparisons of the transactions to the subject
primarily along economic lines. We believe this is appropriate because we have
found that investors in multi-tenant income-producing properties place most
emphasis on the strength and longevity of the income stream from a property.

     Our analysis focused on three areas of comparison between the subject
and the comparables:

     (a)  the relationship between the percentage of GLA purchased which is mall
          shop area and the price per square foot paid;

     (b)  the relationship between the NOI per square foot of GLA purchased and
          the price per square foot paid; and

     (c)  the sales volume per square foot of shop GLA and the price per square
          foot paid of GLA purchased.

Marketability

     Our research shows that despite improved retail sales and the general
perception that the department store industry has stabilized, investors continue
to use caution when analyzing malls. Their caution is reflected in such things
as:

================================================================================

                                      -67-
                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                       Sales Comparison Approach
================================================================================


     o    low to no growth in sales volumes and market rents during the initial
          years of analysis;

     o    higher tenant finish allowance assumption; and

     o    more emphasis on rising cost of occupancy to tenants, due mostly to
          soaring CAM costs. When investors or mall operators see occupancy
          costs over 15 percent of sales (especially on average), concerns for
          the tenants' future are shown.

     We have also found that investors tend to prefer regional malls that offer
stores selling merchandise in a variety of price ranges or "price points". The
broad appeal and success of outlet malls, power centers, warehouse clubs and
"category killers" have shown that today's consumer is more value conscious than
in recent years. For this reason, malls that have stores with low to medium
"price point" merchandise are important to today's investors. These stores can
attract shoppers from most household income categories in the trade area. Market
Square Mall falls into this category.

     This property falls into the category of a Class A-/B mall, in our opinion.
Its positives and risk factors were listed earlier in the report. All of these
affect its marketability. Our research shows that there are a number of
properties that also fall into this category. They would compete with this
property if it were on the market today and this may impact the price that would
be paid. The chart below lists the most similar properties.

================================================================================
                            Improved Sales Comparison
================================================================================
                                                        Mall Shop     Overall
Sale                           Rentable    Sale Price Occupancy at  Comparative
 No.     Property Name          Area        Per SF    Time of Sale    Rating
                                (SF)
================================================================================
SM96-4    Grand Teton          521,029       $65.98      85.0%      Superior
SM95-7    River Oaks Center    492,753       $53.17      87.4%      Superior
SM95-6    Columbia             351,364       $78.69      96.0%      Superior
SM94-3    Confidential         232,884        17.28      60.0%      Inferior
Subject                        358,878                   66.6%   
================================================================================
 

     o    In all sales, 100 percent leased fee interest was conveyed

     o    All sales were completed on an all cash basis.

     o    Three of the four properties selected are considered superior to the
          subject in temms of shop occupancy, shop sales volume and age.

     o    All four properties are in second/third tier locations, like the
          subject.


================================================================================

                                      -68-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>

                                                   Sales Comparison Approach
================================================================================

     A degree of subjectivity is involved in these adjustments as insufficient
market data were available to perform a paired sales analysis. However, the
adjustments do illustrate our thought processes in comparing one transaction
with another.

     Based on our analysis of these sales on a price per square foot basis, we
have concluded that the appropriate range is $40 to $50 per square foot of gross
leasable area. This indicates a value range of $14,400,000 to $17,900,000 based
on 358,878 square feet of GLA in the center appraised.

Comparing Properties Based on NOI per Square Foot

     Another market measure compares the NOI per square foot of the property
appraised with the NOI per square foot of the comparison. If the properties are
truly comparable in terms of occupancy, operating expense ratio and stability of
income stream, then this can be an effective method of analysis. It is, in
effect, the same thing as comparing the capitalization rate derived from the
sales to the appropriate capitalization rate for the property appraised.

================================================================================
                Comparing Properties Based on NOI Per Square Foot
================================================================================
                        NON/SF
                        Subject                                   
                        Sale No. 
                     -----------        Unadjusted          Adjusted
                       Comparable    X   Price/SF           Price/SF

SM96-1                   $4.37            $65.98            $43.75
                     -----------
                         $6.59

SM95-7                   $4.37            $53.17            $39.38
                     -----------
                         $5.90

SM95-6                   $4.37            $78.69            $40.83
                     -----------
                         $8.42

SM94-3                   $4.37            $17.28            $35.95
                     -----------
                         $2.10
================================================================================

     Based on our analysis, we have concluded that the range of market value for
subject property is $40 to $45 which is equivalent to about $14,400,000 to
$16,100,000.

================================================================================

                                      -69-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                  Sales Comparison Approach
================================================================================


Summary and Conclusion

<TABLE>
<CAPTION>
=====================================================================================
                                                               Low            High
<S>                                                         <C>           <C>        
Value Indicated on Basis of Price Per Square Foot of NRA    $14,400,000   $17,900,000

Value Indicated Based on Ratio of NOI to Sale Price         $14,400,000   $16,100,000
Derived From Comparison Sales
=====================================================================================
</TABLE>

     This approach is broad brush. The data does not clearly point to value
estimate but a rather broad range of $14,400,000 to $17,900,000. We selected
about $16,000,000 because it is in the middle of the above range.

================================================================================

                                      -70-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of "anticipation" underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

     In our opinion, both the direct capitalization and the discounted cash flow
methods are appropriate here. However, we believe that the direct capitalization
method would be emphasized by the most typical investor due to this property's
position in the market, weak tenant mix, and historical vacancy. We have tried
to also place more emphasis on this method of analysis. In most cases the
capitalization rate would be applied to current net income. For this analysis,
however, we have selected year two income as "stabilized" because the revenue
from the AMC lease will not be fully reflected in the year one net income.

Occupancy Status

     On the date of appraisal, this was the occupancy status of the portion of
Market Square being appraised:


================================================================================
 Tenant Type                       Size (SF)             Percent
================================================================================
Anchor Stores (Occupied)              40,093              11.2%
Anchor Stores (Vacant)                75,000              20.9%
Shops (Occupied)                     165,635              46.2%
Shops (Vacant)                        78,150              21.8%
                                      ------                   
Total                                358,878             100.0%
================================================================================

     The center has reached what we believe to be a stabilized occupancy level.
The following chart summarizes the recent historical occupancy of the portion of
Market Square that is being appraised.

================================================================================

                                      -71-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================


================================================================================
                            Recent Occupancy History
                               Market Square Mall
================================================================================
Source: Urban Retail Properties Co.

                                         Mall           Shop
                       Date           Occupancy     Occupancy (1)
- --------------------------------------------------------------------------------
                      Dec-88            88.1%          73.9%
                      Dec-89            90.0%          78.1%
                      Dec-90            89.7%          76.9%
                      Dec-91            87.8%          72.7%
                      Dec-92            85.2%          66.8%
                      Dec-93            76.7%          74.7%
                      Dec-94            77.9%          74.0
                      Mar-95            74.4%          64.6%
                      Jun-95            73.8%          63.1%
                      Sep-95            73.3%          61.9%
                      Dec-95            73.3%          61.9%
                      Mar-96            70.3%          54.2%
                      Apr-96            75.1%          66.6%
- --------------------------------------------------------------------------------
1. Shop occupancy as reported by management includes GLA of the theatre and
space now occupied by Stein Mart because it was formerly shop space. We consider
Stein Mart to be an anchor because of its size so we have adjusted the figures
provided by management to reflect this.
- --------------------------------------------------------------------------------
================================================================================

The current rent roll is in the Addenda. This rent roll is based on data
provided by Urban Retail Properties, the property manager.

Estimating Potential Gross Income

     We have estimated market rental rates by examining recent leases in this
center and by investigating recent rental rates in other southeastern regional
malls. We have examined rates applicable to anchor tenants, who generally have
larger stores and longer term leases than shop tenants, as well as rates
applicable to smaller shop spaces.

Recent Leases in Subject Center

     The recent leases in Market Square are summarized in the Addenda. The
following chart arranges these leases based on size since this is the main
criteria for our market rent estimates.

================================================================================

                                      -72-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

<TABLE>
<CAPTION>
=======================================================================================
                        Summary of Recent Leases By Size
                  Portion of Market Square @ North DeKalb Mall
=======================================================================================
                                                                    Average
                                                                    Annual
                                                            Square   Term         Lease
  Suite        Tenant                                        Feet    (Yrs)        Rate
=======================================================================================
                                    Storage
<S>       <C>                   <C>                         <C>      <C>          <C>  
  1021    Things-Storage                                       90    1.00         $5.56
  1022    Bamie's Storage                                   1,108    1.00         $0.45
  1022    Chick-Fil-A Storage                               1,108    1.00         $0.68
  1002    Kaybee Toy Storage                                2,200    1.00         $0.23
  1023    Gorin's Sorage                                       90    1.00         $5.56
                                     Kiosk
  1104    Things Remembered                                   160    3.00        $93.75
                                   Food Court
  7026    Wendy's                                           1,060    9.92        $33.02

                                  Shops < 750 SF

  6004    Network Paging                                      458    2.00        $26.20
  3024    Perfect Pretzel                                     595    5.75        $24.03
  7020    Yummies (Temp.)                                     610    0.83        $11.80
     
                               Shops with  751-1,200 SF
  3029    Friedman's Jewelers                                 985    5.00        $42.48
                               Shops with 1,201-2,000 SF
  4008    Mom & Me (Temp.)                                  1,500    1.00         $6.40
  3014    Romance! (Temp.)                                  1,700    2.00         $5.65
                               Shops with 2,001-3,500 SF

  3004    Wicker Shop (Temp.)                               2,191    2.00         $4.38
  3008    Courtly Peddler (Temp.)                           2,875    1.00         $3.34
  4012    Brass Shoppe (Temp.)                              2,913    1.92         $3.30
  3002    Creative Art (Temp.)                              3,125    1.00         $3.07
  3016    Art To Go (Temp.)                                 3,125    0.92         $3.07

                               Shops with 3,501-5,000 SF

  2004    Sav-On-Plants (Temp.)                             4,257    2.00         $2.26
  4050    America's Best Contacts & Eye                     4,300    7.92        $12.53
                                                           ======
          Total                                            34,450
                                                        
=======================================================================================
</TABLE>

================================================================================

                                      -73-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                             Income Approach
================================================================================

Analysis of Market Comparisons and Estimation of Market Rent For Market Square

     It is necessary to estimate current market rent for both the occupied and
vacant spaces at Market Square. For the occupied spaces, the current market rent
will then be forecast forward and used in the cash flow model when the existing
leases expire. For vacant spaces, it is the basis for future market rent
estimates that are needed when these spaces are forecast to be leased. Our
experience with other malls and conversations with Urban Retail Property's
leasing agent, show that base rental rates for shop spaces are generally
determined by five factors: tenant type, space size, location, lease term, and
the tenant finish allowance that is provided by the landlord. In malls such as
the subject, size and location seem to be the most important. To aid in our
selections, we reviewed recent leases at both Market Square and other
Southeastern malls and then compared them to the database in Dollars and Cents
of Shopping Centers. Unfortunately, leasing agents at the more directly
competitive centers to Market Square would not give us details of recent leases
at their properties. This is understandable given the competitive nature of this
market. For comparison purposes, we reviewed the median rates for new leases at
other malls from Dollars and Cents of Shopping Centers. This data is presented
in chart form later in the report.

     Since this mall has reached stabilized shop occupancy, we believe that this
is strong evidence that the actual subject leases are the best comparables to
indicate likely rentals for space at this property. For this reason, we have
placed primary emphasis on the recently negotiated leases at this property, but
we have also considered the comparable data that we have assembled. The previous
chart summarizes recent leases at Market Square by size. This data is also
presented in the Addenda in a different format A comparison of the previously
mentioned two charts shows that base rental rates at the subject are within the
range exhibited by the comparables and fall near the lower end of the range.

Competition

     The chart of recent leases at Market Square summarizes details of those
leases that started in the last two years. These leases total about 34,250
square feet or about 14 percent of shop/storage GLA. The recent leases at the
subject have rates (average over the term) that exhibit a broad range of from
about $0.23 to $93.75 per square foot. The differential in rates is because of
the five previously named factors. The low end of the range is for storage
spaces with poor locations on short term leases. The upper end of the range is
for a small kiosk that is well located. These are effective rates and recognizes
free rent and any steps over the lease term.

     The chart above summarizes the recent leases arranged by size and shows a
general pattern of an inverse relationship between suite size and rent. As the
suite size increases, the average unit base rent that is achieved usually
declines. Shorter term leases with temporary tenants tend to not always follow
this pattern. This pattern is typical at other malls that we have recently
appraised. There are other factors that impact the rate such as:

     o    location in the mall

     o    amount of finish allowance or other concession

     o    unit frontage and/or depth

================================================================================

                                      -74-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

     o    length of lease,

     o    merchandise category of the tenant, therefore, its potential sales
          volume, and

     o    credit worthiness of the tenant.

     The existing rent roll is broken down by size as follows:


================================================================================
                Breakdown of Existing Rent Roll by Size of Space 
                         Market Square Mall as of 4/1/96
                                     Applicable             % of
 Size (SF) Range                      GLA (SF)              Total
================================================================================
Under 750                               5,788                1.6%
751-1,200                              13,213                3.7%
1,201-2000                             18,506                5.2%
2,001-3,500                            76,599               21.3%
3,501-5,000                            53,857               15.0%
5,001-10,000                           24,655                6.9%
Over 10,000                            20,394                5.7%
                                     ---------                   
Subtotal                              213,012               59.4%

Kiosk                                     835                0.2%
Storage                                 4,832                1.3%
Theatre                                17,500                4.9%
Food Court                              7,606                2.1%
Anchors                               115,093               32.1%
                                     ---------                   
Subtotal                              145,866               40.6%

Total SF                              358,878
================================================================================

     Since the tenant mix may not be fixed over time, we have elected to use
size as the primary criteria for selecting market rent estimates. We, however,
recognize that there are some merchandise categories of tenants that usually pay
substantially above or below average rates. For this reason, the rent roll chart
discussed above isolates the spaces occupied by these tenants and assumed that
they will always be occupied by tenants in the same categories. These categories
are:

     o    food court

     o    kiosk

     o    theater

     o    anchors

     o    jewelry 

================================================================================

                                      -75-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

     The following chart summarizes the median total rent for tenants in U.S.
regional shopping centers from the database published in the 1995 Edition of
Dollar & Cents of Shopping Centers.

================================================================================
  Median Size (SF)     Median Total Rent/SF           Merchandise Category
- --------------------------------------------------------------------------------
     < 1,000 SF
- --------------------------------------------------------------------------------
         828               $21.50                        Specialty Food
- --------------------------------------------------------------------------------
         537               $50.00                             Hosiery
- --------------------------------------------------------------------------------
         832               $32.20                         Costume Jewelry
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   1,001-1,500 SF
- --------------------------------------------------------------------------------
       1,207               $18.34                          Delicatessen
- --------------------------------------------------------------------------------
       1,462               $19.79                           Health Food
- --------------------------------------------------------------------------------
       1,097               $35.00                            Bath Shop
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   1,501-2,000 SF
- --------------------------------------------------------------------------------
       1,737               $35.00                          Uniform Shop
- --------------------------------------------------------------------------------
       1,900               $21.37                            Furniture
- --------------------------------------------------------------------------------
       1,590               $25.00                          Computer/Software
- --------------------------------------------------------------------------------
       1,722               $14.09                              Hobby
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   2,001-2,500 SF 
- --------------------------------------------------------------------------------
       2,184               $20.00                        Athletic Footwear
- --------------------------------------------------------------------------------
       2,385               $26.41                        China & Glassware
- --------------------------------------------------------------------------------
       2,375               $15.00                      Radio, Video, Stereo
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  2,501-3,000 SF
- --------------------------------------------------------------------------------
       2,838               $20.00                        Women's Specialty
- --------------------------------------------------------------------------------
       3,000               $15.05                          Family Shoes
- --------------------------------------------------------------------------------
       2,808               $18.57                             Arcade
- --------------------------------------------------------------------------------
       2,759               $20.00                         Records & Tapes
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  3,001-4,000 SF
- --------------------------------------------------------------------------------
       3,996               $9.67                           Variety Store
- --------------------------------------------------------------------------------
       3,625               $14.54                   Restaurant w/o Liquor Sales
- --------------------------------------------------------------------------------
       3,386               $20.63                          Unisex/Jeans
- --------------------------------------------------------------------------------
       3,891               $15.00                      Women's Ready to Wear
- --------------------------------------------------------------------------------
       3,443               $16.00                             Toys
- --------------------------------------------------------------------------------
       3,835               $$8.50                          Fabric Store
- --------------------------------------------------------------------------------
       3,169               $17.00                             Books   
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  4,001-5,000 SF                                     
- --------------------------------------------------------------------------------
       4,836               $11.38                          Sporting Goods
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
  5,001-10,000 SF
- --------------------------------------------------------------------------------
       6,410               $10.22                              Drugs
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
     >10,000 SF
- --------------------------------------------------------------------------------
      10,857               $7.33                             Cafeteria
================================================================================

       The following chart shows the average rental rate for tenants in the
merchandise categories that are identified above as reported in the 1995 Edition
of Dollars 8 Cents of Shopping Centers.

================================================================================

                                      -76-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================


================================================================================
             Median Rental Rates of Selected Merchandise Categories
                                Regional Centers
            Source: Dollars & Cents of Shopping Centers-1995 Edition
================================================================================
                  Category                              Average Rate

                  Food Court                               $15-$50
                  Jewelry                                  $45.63
                  Kiosk                                    $72-$125
                  Theatre                                   $6.85
                  Anchor                                    $2.61
================================================================================

     We used all of the above in estimating current market rent for the tenant
spaces that exist at this mall today. The following chart summarizes our market
rent estimates by size or merchandise category for the non-anchor tenants.


================================================================================
                          Market Rent Estimate Summary
                              For Non-Anchor Spaces

                                                         Market Rent
      Size SF) Range                                      Estimate
================================================================================

       Under 750                                           $25.00
       751-1,200                                           $22.00
       1,201-2000                                          $20.00
       2,001-3,500                                         $15.00
       3,501-5,000                                         $10.00
       5,001-10,000                                        $10.00
       Over 10,000                                         $10.00


       Kiosk                                               $90.00
       Temporary < 2,000 sf                                 $6.00
       Temporary > 2,000 sf                                 $3.50
       Remainder of Phar Mor                                $7.50
       Jewerly                                             $45.00
       Storage < 200 sf                                     $5.50
       Storage >  1,000 sf                                  $0.50
       Food Court <   1,000 sf                             $40.00
       Food Court >  1,000 sf                              $35.00

================================================================================
       
                                      -77-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

Vacant Space

     Approximately 78,000 square feet of mall shop/storage space is vacant and
available. About 26, 000 SF (33.3%) of the above is first generation space that
was added as part of the 1986 mall expansion and has never leased. We see
nothing to suggest that this first generation space will lease in the
foreseeable future. The 78,000 SF is equivalent to about 32% of existing
shop/storage space but only about 30% of shop/storage space after the AMC leases
starts in late 1996. It is noted that the 78,000 SF includes the 17,500 former
theatre that will be absorbed into the AMC theatre space when it opens in late
1996.

     The previous historical occupancy chart shows that shop/storage space
occupancy has ranged from about 54 to 78% at selected times since December,
1988. This, in our opinion, represents stabilized shop occupancy for this
property. For our analysis, we have assumed that the existing vacant spaces will
always be vacant as a global, static vacancy instead of downtime between leases.
We realize that this is not what will actually happen but it yields
approximately the same result.

     In the final analysis, the method of vacancy loss selected is equivalent
     to:

     o    About 67% shop occupancy between the present and late 1996 when the
          AMC theatre opens.

     o    When the AMC theatre opens, the former theatre space will no longer be
          part of shop GLA so the permanently vacant shop space will represent
          only 23% of shop GLA. However, the remainder of the former Phar Mor
          store (36,100 SF) becomes part of shop GLA in late 1996. We have
          assumed that this space will be vacant until late 1999. The
          combination of these two changes in tenant mix and GLA produce shop
          occupancy of about 63% from late 1996 until late 1999. Once the
          remainder of the former Phar Mor store leases, shop occupancy
          increases to about 77% for the remainder of the analysis period.

Temporary Tenants

     Nine spaces are currently occupied by tenants on short term (month to month
to 2 year) leases. These spaces contain about 22,300 SF which represents about
9% of existing shop GLA. The data we reviewed and our discussions with
management suggest that this is typical for this property but we find it to by
atypical based on the other southeastern malls that we have recently appraised,
especially those in the Atlanta area. We believe this is a product of the weak
occupancy at this property which has forced management to consider an above
average number of weaker non-national chain affiliated tenants. We assumed that
spaces now occupied by temporary tenants will continue to be throughout the
analysis period.

Sales Volumes

        A chart, in the Addenda, shows recent historical sales volumes from this
property. It shows shop sales were about $201 per square foot-1995 and have
fluctuated since 1992.

================================================================================

                                      -78-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

Near-Term Lease Expirations

     A chart in the Addenda shows that over the next two years leases on about
75,400 square foot or about 75,440 square feet or about 31 percent of shop space
expires. This presents a moderate risk to a potential investor.

Occupancy Cost As a Percent of Sales of In Line Shops

     We have found that tenants usually are keenly aware of their occupancy
costs particularly as they related to projected sales volume. They often back
into a target rental rate based on the projected sales at a particular store.
Occupancy cost includes rent (base as well as percentage rent) and expense
reimbursement charges such as CAM and real estate taxes. There are other charges
that, arguably, could be considered occupancy costs such as: tenant
utilities/HVAC, promotion, salaries, business taxes, etc. We do not include
these in our analysis because we have found no industry standard including these
costs in occupancy costs. Further, ownership usually does not have direct
control over these costs so a tenant can not use them for comparative purposes.

     Our research and experience shows that the typical range for occupancy
generally falls in the 12 percent to 15 percent range. Most tenants will resist
total occupancy costs that exceed 15 percent of sales, however, ratios of
upwards to 20 percent are not uncommon. Obviously this will vary considerably
but, on average, these ratios are realistic. However, in higher end markets
where tenants are able to generate sales above industry averages, tenants can
generally pay rents which fall toward the upper end of the ratio range. This is
because, if the volume of sales is high the profit margin can be lower.

     The Tenant Revenue Report in the Pro-Ject software shows that occupancy
cost as a percentage of estimated sales will be within the above range for most
tenants. This gives a comfort level in our estimates of future market rent and
sales volume for the tenants. In instances where it was apparent that current
sales/occupancy cost ratio was well above the acceptable range, we assumed that
the existing tenant would not extend at the expiration of the existing term.

     The following chart summarizes the median total rent as a percentage of
sales for various merchandise categories as shown in Dollars & Cents of Shopping
Centers (1995).

                    Range of Total Changes to Sales Volume
                  Dollars & Centers of Shopping Centers (1995)
                         U.S. Regional Shopping Centers

================================================================================
                                 Median    Median    Median Total  Median Total
 Retail Category                Sales/SF  Sales/SF   Charged/As   Charges As %
                                                     of Sales(1)    of Sales(1)
================================================================================
Clothing and Accessories          $175      $374       10.99           16.62%
Shoes                             $174      $322        9.56%          16.31%
Fast Food                         $228      $547        9.9%           19.4%
Jewels                            $525      $525        9.53%           9.53%
Radios, Video, Stereo             $274      $274        8.9%            8.9%
- --------------------------------------------------------------------------------
(1)  Includes: base rent, percentage rent and all reimbursable charges.
================================================================================

                                      -79-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

Known Move-ins/Move-outs

     We were told by Jeanne Morrison, the leasing agent, that there are a number
of known move-outs that should be considered in our analysis. They are listed in
the cash flow assumptions that are presented later in the report. There were no
known move-ins except AMC, which has previously been mentioned.

 Market Rent Growth Rate

     We assume market rental rates will increase 0 percent in 1996 and 1997 and
2 percent per year in 1998 and thereafter. We believe the above pattern is
reasonable based on our knowledge of this property and a review of the investor
survey responses. The survey shows anticipated growth in market rent that ranges
from about 0 to 4.0 percent with an average range of 2.8 to 3.9 percent. Our
average market rent growth rate over 10 years falls below the mean range. We
considered the following in arriving at our conclusion:

     o    The is one vacant anchor store. A portion of it will be absorbed by
          AMC in late 1996 but 36,100 SF will remain to be leased.

     o    Less than 70% of the shop space is currently occupied and recent
          historical occupancy has been weak.

     o    The AMC lease is a positive for the property but we nor an investor
          has any way of accurately knowing if the addition of AMC will improve
          demand for shop space at Market Square.

     All of the above suggest that there will be little demand pressure on
market rent for the foreseeable future so we selected slow growth rates.

Percentage Rent

     We have found that most shop leases at Market Square have overage clauses.
This is typical for regional malls and this market. Percentage clauses generally
range from 3-10% but predominately fall into the 5-6% range. At Market Square,
recent percentage rent collections have been

     o    1993 @ $78,622

     o    1994 @ $74,995

     o    1995 @ $27,233

     Management forecasts percentage rent for 1996 to be about $68,100. Our
first fiscal year (June, 1996-May, 1997) estimate of percentage rent is
substantially higher at about $111,600. The difference is due to differing
assumptions. Management's forecast does not include a number of tenants that are
now paying percentage rent in lieu of base rent in Ks analysis. They are in our
future estimates. Our estimate of base rent is substantially less than
management's budget for the same reason.

================================================================================
                                      -80-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

Miscellaneous Income and Other Revenue Sources

     Most malls have a merchant's association/promotion fund that is contributed
to by the merchants. Then the mall owner makes a contribution in cash or
services that is usually equal to about 25 % of the aggregate contributions from
the tenants. This is the case at this property. Management tells us that this
fund is operated separately from the mall operation and is neither a profit
center or a liability for the ownership. Historically, the fund has spent what
is collected so it is "neutral" to the operation of the mall. Therefore, we have
left the revenue from the fund out of our analysis and only included the owner's
contribution as an expense. It will be discussed in more detail in a latter
section of this report.

     This property has historically produced a small amount of miscellaneous
income. Based on its history, we assumed about $2,500 was appropriate for 1996.

Recovery of Operating Expenses

     CAM and Real Estate Taxes

     Most tenants at Market Square pay recovery of CAM (including insurance),
and real estate taxes. The calculation of expenses that are subject to
reimbursement is a negotiable item and has changed over time so the structure
varies from lease to lease. This is an older property that has many older leases
and has been managed by several different management companies through the
years. Consequently, there are numerous different structures of recovery clauses
in existing leases. There is no way to accurately model the multitude of
recovery variations in the existing leases in the Pro-Ject software so we have
tried to approximate the recoveries as closely as possible. We started with the
1995 recovery per square foot for each tenant and assumed future contributions
based on 3.5 percent per year growth until lease expiration. Urban Retail
Properties has a recovery structure that is typical of the industry and it has
tried to use this structure in all recent leases. However, as stated, recovery
provisions are a negotiable item in lease discussion. With one major exception,
Urban Retail Properties' standard structure is assumed to be used in all future
leases. To summarize its provisions for shop tenants:

     o    Pro rata share of real estate taxes less contributions from anchors
          and outside facing tenants.

     o    Pro rata share of CAM plus a 15% administrative fee less contributions
          from anchor tenants.

     o    The denominator used by management for calculation of the tenant's pro
          rata share is occupied shop area.

     The exception to the above structure is that management capped CAM expenses
at $5.56/SF in 1995 because the mall shops' low occupancy resulted in atypically
high proposed CAM/SF for shop tenants with leases basing pro rata share of CAM
expenses on occupied area. The CAM cap produces an unusually high CAM cost to
the landlord. Management expects to have to cap 1996 CAM at about $6.00/SF. We
have assumed that CAM will continue to be capped for the foreseeable future and
we believe that a typical investor would also.

================================================================================

                                      -81-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

     The food court tenants also pay reimbursement of food court CAM expenses
based on their pro rata share. The pro rata share is, however, based on a
complicated formula using both total food court sales and area as the
denominator. We can not structure our model with such level of detail so we have
used only food court area as the denominator in future leases.

Utilities

     At Market Square, electricity for tenant spaces is purchased in bulk from
the power company and reimbursed by tenants based on individual meters. This
method resulted in a profit in 1993 & 1994 and a loss in 1995. Management
expects another small loss in 1996.

     Utilities reimbursements have been fairly consistent over the last few
years but depends on occupancy. It was about $577,200 in 1995 and management
forecasts this revenue source at about $560,800 in 1996. We analyzed
reimbursements on an aggregate rather than a per tenant basis. Based on the
historical data, we estimated 1996 utilities reimbursement at about $550,000
which is about 4% less than our estimate of the tenant utilities cost estimate
that will be discussed later in the report.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the annual
revenue an income property is likely to produce over a specified period of time,
rather than the income it could produce if it were always 100 percent occupied
and all tenants were paying their rent in full and on time. A normally prudent
practice is to expect some income loss as tenants vacate, fail to pay rent, or
pay their rent late.

     In an earlier section, we discussed historical occupancy and the rationale
for the method of reflecting vacancy the we selected. We assumed that all spaces
that are currently vacant and non-revenue producing will continue to be.

     Collection loss is estimated at 2.0% of gross rental income. We believe
that this figure is appropriate based on our experience with other properties,
and the tenant mix/historical occupancy at Market Square.

Operating Expenses

     We estimated the property's annual operating expenses after reviewing its
historical performance and reviewing the operating statements of similar centers
with which we are familiar. We analyzed each item of expense and estimated
amounts a typical informed investor would consider normal. We also examined
industry norms as reported in the Urban Land Institute's publication, Dollars &
Cents of Shopping Centers.

     A three-year operating history for the property, a 1996 budget, and our
operating expense estimate for the property are presented in the table on the
following page.

================================================================================

                                      -82-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================================
                                      Operating Income and Expense Analysis-Market Square Mall
==========================================================================================================================
                                                     1993                      1994                     1995              
                                            ==============================================================================
                                                  Total       Per SF       Total        Per SF      Total        Per SF   
==========================================================================================================================
<S>                                            <C>            <C>        <C>           <C>        <C>           <C>       
Income
          Base Rent (2)                        $3,366,356      $9.39     $3,237,443     $9.03     $3,210,341     $8.96    
          Percentage Rent                         $78,622      $0.22        $74,995     $0.21        $27,233     $0.08    
          Expense Recoveries:
            Common Area Maint.                   $886,819      $2.47       $858,609     $2.40       $786,061     $2.19    
            Food Court CAM                        $87,451      $0.24        $74,440     $0.21        $83,121     $0.23    
            Real Estate Taxes                    $252,723      $0.71       $309,724     $0.86       $261,574     $0.73    
            Tenant Utilities                     $591,625      $1.65       $625,839     $1.75       $577,221     $1.61    
          Other Income                             $3,334      $0.01         $4,226     $0.01         $3,153     $0.01    
                                            ------------------------------------------------------------------------------
Effective Gross Income                         $5,266,930     $14.70     $5,185,276    $14.47     $4,948,704    $13.81    

Recoverable Expenses
          Common Area Maintenance:
            Outside CAM                          $178,950      $0.50       $267,890     $0.75       $169,314     $0.47    
            Inside CAM                           $977,187      $2.73       $972,682     $2.71     $1,090,509     $3.04    
          Food Court CAM                          $93,584      $0.26       $106,441     $0.30        $97,956     $0.27    
          Utilities (3)                          $560,983      $1.57       $584,785     $1.63       $582,638     $1.63    
          Real Estate Taxes (5)                  $506,018      $1.41       $414,171     $1.16       $443,578     $1.24    
          Miscellaneous                           $31,181      $0.09        $18,906     $0.05        $15,430     $0.04    
                                            ------------------------------------------------------------------------------
                                      Total    $2,347,903      $6.55     $2,364,875     $6.60     $2,399,425     $6.70    

Non-Recoverable Expenses
          Administrative (4)                     $396,458      $1.11       $448,856     $1.25       $294,727     $0.82    
          Management                             $145,269      $0.41       $138,766     $0.39       $137,000     $0.38    
                                            ------------------------------------------------------------------------------
                                      Total      $541,727      $1.51       $587,622     $1.64       $431,727     $1.20    

Total Operating Expenses                       $2,889,630      $8.06     $2,952,497     $8.24     $2,831,152     $7.90    

Net Operating Income                           $2,377,300      $6.63     $2,232,779     $6.23     $2,117,552     $5.91    

Operating Expense Ratio                             54.9%                     56.9%                    57.2%              


<CAPTION>

                                              ==================================================  
                                                   Owner's Budget            C&W 1996 Estimate          
                                              ==================================================  
                                                   Total      Per SF         Total      Per SF       
                                              ==================================================  
<S>                 <C>                         <C>            <C>        <C>             <C>  
Income
          Base Rent (2)                         $2,797,375     $7.81      $2,600,000      $7.25
          Percentage Rent                          $68,144     $0.19        $111,600      $0.31
          Expense Recoveries:
            Common Area Maint.                    $779,042     $2.17        $700,000      $1.95
            Food Court CAM                         $89,413     $0.25         $80,200      $0.22
            Real Estate Taxes                     $309,929     $0.86        $252,000      $0.70
            Tenant Utilities                      $560,829     $1.56        $550,000      $1.53
          Other Income                              $2,372     $0.01          $2,500      $0.01
                                            ----------------------------------------------------
Effective Gross Income                          $4,607,104    $12.86      $4,296,300     $11.99

Recoverable Expenses
          Common Area Maintenance:
            Outside CAM                           $216,854     $0.61        $200,000      $0.56
            Inside CAM                          $1,147,584     $3.20      $1,150,000      $3.21
          Food Court CAM                          $102,216     $0.29        $100,000      $0.28
          Utilities (3)                           $564,397     $1.57        $575,000      $1.60
          Real Estate Taxes (5)                   $478,952     $1.34        $385,800      $1.08
          Miscellaneous                                 $0     $0.00         $15,000      $0.04
                                            ----------------------------------------------------
                                      Total     $2,510,003     $7.00      $2,425,800      $6.77

Non-Recoverable Expenses
          Administrative (4)                      $145,041     $0.40        $200,000      $0.56
          Management                              $114,619     $0.32         $98,000      $0.27
                                            ----------------------------------------------------
                                      Total       $259,660     $0.72        $298,000      $0.83

Total Operating Expenses                        $2,769,663     $7.73      $2,723,800      $7.60

Net Operating Income                            $1,837,441     $5.13      $1,572,500      $4.39

Operating Expense Ratio                              60.1%                     63.4%

</TABLE>
- --------------------------------------------------------------------------------
1. $/SF is based on GLA owned of 358, 378 s.f. which includes Stein Mart, the
former theatre and the former Phar-Mor spaces.

2. Includes Income from temporary tenants.

3. Utilities and other charges for tenant spaces that are charged back to
tenants.

4. Excludes management fee but includes the owners portion of the promotion fund
dues.

5. Includes taxes on a free standing parcel owned by mall owner which was sold
off in late 1995.

- --------------------------------------------------------------------------------

================================================================================

                                      -83-

<PAGE>



                                                            Income Approach
================================================================================


Recoverable Operating Expenses

     We analyzed each item of expense individually and estimated a level of
expense we believe a typical investor in a property like this would consider
reasonable. We made our estimates on a calendar year basis. The cash flow model,
presented later, is on a fiscal year basis starting in June 1996.

Common Area Maintenance

     This expense category includes the annual cost of building maintenance
contracts, casual labor and benefits, security, landscaping, cleaning and
janitorial, exterminating, supplies, trash removal, exterior lighting, common
area energy, gas and fuel, equipment rental, and other miscellaneous charges.
Management separates these expenses into inside and outside components. The
previous chart shows historical performance. In 1995, these amounts were
approximately $1,090,500 and $169,300, respectively. Combined, they are
equivalent to about $3.51 per square foot of owned GlA.

     Based on comparable data, the subject's recent history, and the budget, we
estimated inside and outside CAM expenses of $1,150,000 and $200,000
respectively in 1996, about $3.77 per square foot of GLA owned.

Real Estate Taxes

     We estimated taxes to be incurred in 1996 at $385,000 which we expect to
increase by 3.5 percent per annum over the investment holding period. (For a
more complete discussion of this issue, see the section on Real Estate Taxes and
Assessments.)

Food Court CAM

     This expense was about $98,000 in 1995 and is budgeted at about $102,200 in
1996. This is equivalent to about $15 per SF of food court area which is
reasonable based on our experience with other southeastern malls.

     Based on the historical data, we estimated this expense at about $100,000
in 1996.

Utilities

     The cost/reimbursement relationship of electricity for tenant spaces was
discussed earlier. This expense has been about $580,000 for the last two years
and management forecasts this cost will decline to about $560,000 in 1996. Based
on the historical data and the budget, we estimate the 1996 expense at about
$575,000.

Miscellaneous

     This expense covers various tenant reimbursable expenses. This cost has
fluctuated over the last few years. In 1995 it was about $15,400 and management
forecasts $0 for 1996. We reviewed the history of this expense category and
estimated about $15,000 for 1996 to be conservative.

================================================================================

                                      -84-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

Non-Recoverable Operating Expenses

     In every center there are a number of expenses that are not typically
charged to tenants. The total annual non-recoverable expenses in this center are
estimated from property-specific history, as well as accepted industry norms.
Again, we have analyzed each item of expense to ascertain what the typical
investor in a property like this would consider reasonable, based upon actual
operations.

     We present on the following pages a discussion of non-recoverable expenses
to be incurred in the operation of the property in the initial year of the
forecast. As with recoverable expenses, we estimated calendar year expenses and
will make a fiscal year estimate of future years' expenses using the Pro-Ject
software.

Administrative

     This expense category includes salaries, travel and entertainment, and
dues, office costs and subscriptions. We also made a provision for professional
services including legal and accounting fees and other professional consulting
services. A major component of this category of expense is the owner's
contribution to the marketing fund for the mall. Unfortunately, the data
available to us did not isolate this item for comparison or separate listing.
The administrative expenses for 1995 were about $294,700 and management
forecasts only $145,000 for 1996. We reviewed the historical data and have
estimated an expense of about $200,000 equal to $0.56 per square foot of owned
GLA in 1996.

Management

     We were told that the annual cost of managing the subject property is
currently about 4 percent of minimum and percentage rent. We forecast about 3.5%
in the future. Our estimate is representative of a typical management agreement
with a qualified firm and the amount is considered typical for a retail center
of this size. Our investigation into the market for this property type indicates
an overall range of fees of 3.0 to 4.0 percent. In addition, ownership would be
expected to continue to pay leasing commissions as it has in the past.

Expense Comparisons

     The market comparisons below should offer a guide to proper levels of
expenses and expense ratios. It shows that there is a direct relationship
between age of the mall and the operating expense ratio. Unfortunately, Market
Square has low occupancy and rental rates. Both factors contribute to an above
average operating expense ratio.

     The following chart summarizes operating results from the centers in the
database of the Urban Land Institute as published in the 1995 edition of Dollars
and Cents of Shopping Centers.

================================================================================

                                      -85-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>

<TABLE>
<CAPTION>


====================================================================================================================================
                                         Average Operating Results of U.S. Regional Centers

                                      Source: Dollar & Cents of Shopping Centers - 1995 Edition
====================================================================================================================================


 
                                          All Centers                     Southern Centers                  4-6 Year Old Centers 
 ----------------------------------------------------------------    -----------------------------      ----------------------------
  Property Profile              Low          High         Avg.        Low      High        Avg.         Low      High        Avg.  
 ----------------------------
<S>                            <C>           <C>          <C>        <C>       <C>         <C>            <C>      <C>       <C>    
 # of Centers in Sample:         83                                    25                                 6        
 Average GLA:                  389,212       810,761      582,893    411,204   710,202     566,136        n/a      n/a       478,576
                                                                                                                            
 Average Sales/SF:                                                                                                          
  Mall Shops:                   $126          $285        $176        $130      $195        $156          n/a      n/a        $253  
  Department Stores:            $97           $261        $l56        $107      $204        $150          n/a      n/a        n/a   
                                                                                                                            
 ----------------------------
   Revenue                                                                                                                  
 ----------------------------
 
 Total Rent:                    $6.97         $23.65      $12.97      $6.93     $17.10      $11.14        n/a      n/a        $23.27
 Reimbursements:                                                                                                             
  CAM:                          $0.55         $7.28       $3.34       $0.36     $4.92       $2.72         n/a      n/a        $7.09 
  Taxes:                        $0.23         $2.69       $1.13       $0.21     $1.65       $0.88         n/a      n/a        $2.75 
  Insurance:                    $0.00         $0.28       $0.09       $0.02     $0.31       $0.13         n/a      n/a        n/a   
  Miscellaneous:                $0.08         $5.93       $1.97       $0.02     $3.00       $1.57         n/a      n/a        $2.57 
 Miscellaneous Income:          $0.06         $3.33       $0.80       $0.03     $1.88       $0.59         n/a      n/a        $1.03 
 Total Revenue: (2)             $9.88         $34.40      $19.86      $9.99     $27.21      $16.99        n/a      n/a        $35.89
                                                                                                                            
 ----------------------------
   Expenses                                                                                                                 
 ----------------------------
 CAM                            $0.76         $5.04       $2.69       $0.78     $4.62       $2.38         n/a      n/a        $4.09 
 Repairs & Maintenance (3)      $0.03         $1.09       $0.33       $0.04     $0.96       $0.35         n/a      n/a        n/a   
 Advertising & Promotion:       $0.08         $1.79       $0.56       $0.11     $1.52       $0.63         n/a      n/a        $1.10 
 Real Estate Taxes:             $0.41         $3.36       $1.27       $0.40     $2.33       $1.15         n/a      n/a        $2.50 
 Insurance:                     $0.10         $0.60       $0.26       $0.10     $0.40       $0.23         n/a      n/a        $0.34 
 General & Administrative: (1)  $0.45         $2.17       $0.96       $0.34     $1.65       $0.79         n/a      n/a        $2.07 
 Management Fees:               $0.22         $0.91       $0.46       $0.18     $0.57       $0.40         n/a      n/a        n/a   
 Total Operating Expenses:(2)   $3.39         $15.84      $7.35       $3.06     $10.02      $6.50         n/a      n/a        $9.16 
                                                                                                                            
 ----------------------------
   Operating Expense Ratio:     34.3%         46.0%       37.0%       30.6%     36.8%       38.3%         n/a      n/a        25.5% 
 ----------------------------
                                                                                                                            
 ----------------------------
   Recovery as a % of Expense                                                                                               
 ----------------------------
 CAM                            72.4%         144.4%      124.2%      46.2%     106.5%      114.3%        n/a      n/a        173.3%
 Taxes                          56.1%         80.1%       89.0%       52.5%     70.8%       76.5%         n/a      n/a        110.0%
 Insurance                      0.0%          46.75%      34.6%       20.0%     77.5%       58.5%         n/a      n/a        n/a   
                                                                                                                            
                                                                                                                       
<CAPTION>


                                      7-9 Year Old Centers              10-19 Year Old Centers            20+   Year Old Centers
 ----------------------------------------------------------------    -----------------------------      ----------------------------
  Property Profile              Low          High         Avg.        Low      High        Avg.         Low      High        Avg.  
 ----------------------------
 <S>                            <C>           <C>          <C>        <C>       <C>         <C>         <C>      <C>        <C>  
 Low High Avg.                                                                                                    
 # of Centers in Sample:         6                                     36                                   32                   
                                                                                                                 
 Average GLA:                   n/a           n/a       547,797      426,963   804,240     631,530      377,333  885,090    585,610
                                                                                                                                    
 Average Sales/SF:                                                                                                                  
  Mall Shops:                   n/a           n/a         $176        $130      $257        $170          $115     $258       $172  
  Department Stores:            n/a           n/a         n/a         $90       $197        $145          $106     $220       $158  
                                                                                                                                   
 ----------------------------
   Revenue                                                                                                                          
 ----------------------------
 Total Rent:                    n/a           n/a         $15.08      $8.69     $21.49      $13.29        $4.87    $23.64     $11.09
 Reimbursements:                                                                                                                    
  CAM:                          n/a           n/a         $3.00       $1.53     $6.41       $3.67         $0.40    $6.30      $2.62 
  Taxes:                        n/a           n/a         $1.46       $0.35     $2.41       $1.11         $0.14    $2.55      $0.92 
  Insurance:                    n/a           n/a         $0.04       $0.00     $0.23       $0.08         $0.01    $0.28      $0.11 
  Miscellaneous:                n/a           n/a          n/a        $0.21     $5.35       $2.10         $0.06    $6.39      $2.13 
 Miscellaneous Income:          n/a           n/a         $0.68       $0.10     $3.63       $0.91         $0.02    $2.96      $0.68 
 Total Revenue: (2)             n/a           n/a         $21.43      $12.70    $30.40      $20.87        $7.29    $34.26     $16.73
                                                                                                                                    
 ----------------------------
   Expenses                                                                                                                         
 ----------------------------
 CAM                            n/a           n/a         $2.84       $1.07     $5.03       $2.72         $0.74    $4.46      $2.44 
                                                                                          
 Repairs & Maintenance (3)      n/a           n/a         $0.18       $0.03     $1.22       $0.38         $0.03    $0.75      $0.27 
 Advertising & Promotion:       n/a           n/a         $0.72       $0.15     $1.90       $0.70         $0.06    $1.04      $0.34 
 Real Estate Taxes:             n/a           n/a         $1.29       $0.45     $3.05       $1.34         $0.29    $2.18      $0.97 
 Insurance:                     n/a           n/a         $0.29       $0.13     $0.58       $0.28         $0.08    $0.33      $0.22 
 General & Administrative: (1)  n/a           n/a         $0.80       $0.47     $2.28       $1.05         $0.50    $2.07      $0.85 
 Management Fees:               n/a           n/a         $0.48       $0.27     $0.86       $0.51         $0.18    $0.60      $0.34 
 Total Operating Expenses:(2)   n/a           n/a         $6.66       $3.83     $15.88      $7.93         $2.99    $13.20     $6.38 
                                                                                                                                    
 ----------------------------
   Operating Expense Ratio:     n/a           n/a         31.1%       30.2%     52.2%       38.0%         41.0%    38.5%      38.1% 
 ----------------------------
                                                                                                                                    
 ----------------------------
   Recovery as a % of Expense                                                                                                       
 ----------------------------
 CAM                            n/a           n/a         105.6%      143.0%    127.4%      134.9%        54.1%    141.3%     107.4%
 Taxes                          n/a           n/a         113.2%      77.8%     79.0%       82.8%         48.3%    117.0%     94.8% 
 Insurance                      n/a           n/a         13.8%       0.0%      39.7%       28.6%         12.5%    84.8%      50.0% 
                                                                                                                            
====================================================================================================================================
</TABLE>

1.   Excluding management fees and leasing commissions.

2.   Because data are averages, detailed dollar ammounts may not add to totals.

3.   A malority of this expense is believed to be clean-up/fix-up cost for
     spaces between tenants.

     We have not included this item in our cash flow analysis because this cost
     is recognized in our finish/fix-up allowance.


<PAGE>



                                                            Income Approach
================================================================================

     Summary of Operating Expenses

     Total operating expense estimates for 1996 are summarized as:

================================================================================
                     Operating Expense Estimate Summary-1996
================================================================================
Recoverable Expenses                               $                 $/SF (1)
Common Area Maintenance:
Outside CAM                                      $200,000              $0.56
Inside CAM                                     $1,150,000              $3.21
Food Court CAM                                   $100,000              $0.28
Utilities                                        $575,000              $1.601
Real Estate Taxes                                $385,800              $1.08
Miscellaneous                                     $15,000              $0.04
                                               ---------- 
Total                                          $2,425,800              $6.77
Non-Recoverable Expenses
Administrative                                   $200,000              $0.56
Management                                        $98,000              $0.27
                                               ---------- 
Total                                            $298,000              $0.83
Total Operating Expenses                       $2,723,800

 ------------------------------------
 1. Based on owned GLA of 358,878 sf.
 ------------------------------------
================================================================================
Non Operating Expenses

Alterations/Tenant Finish Allowances

     The principal component of this expense is the estimated cost to prepare a
vacant space for tenant use. Recently, some but not all second generation
tenants at Market Square have received a construction allowance for alterations.
Many of the recent leases that did not involve a retrofit allowance were to
temporary tenants who pay a below average rental rate and do not expect a
retrofit allowance at the negotiated rate. The mall's leasing agent told us that
a retrofit allowance is often paid by the landlord where contemporary leases are
involved. The allowance ranges depending on the tenant, condition of the space
and the rate negotiated. In these leases, the allowance has recently ranged from
about $1 to $15/SF. The higher allowances usually go to new tenants while
renewing tenants usually get little or not allowance.

     Most existing space in the center is second generation or previously
occupied. The exceptions are listed in the Cash Flow Assumptions later in the
report. Second generation spaces are generally leased as a "plain vanilla box".
This includes the walls, ceiling, and slab floor left by the previous tenant.
The incoming tenant can then use the existing finish or alter the space to their
specifications. We have estimated these expenses based on our experience with
other properties and discussions with the leasing agent for Market Square.

================================================================================

                                      -87-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

     We believe the need to provide tenant finish allowance may continue and we
have recognized this cost in our analysis. In our analysis, we allowed for a
retrofit allowance of $10 per square foot for new tenants coming into the mall
and $2 per square foot for renewal tenants

Leasing Commissions

     The property owner has historically paid a leasing commission for both a
new lease as well as a renewal. Leasing commissions for new leases are
calculated as $3.50/SF, cashed out. The schedule for renewal leases is $1.50/SF.
We discussed commissions with other agents and management companies and found
several different structures. The one used at Market Square is one of the
prevalent methods found in the market and this has been utilized in our
analysis.

Reserves for Replacement

     This category of expense includes funds for the periodic repair and
replacement of short-lived real property components such as HVAC systems and
parking lot paving. While investors may not actually set these funds aside in a
separate account, they do include this provision in the operating expense
statement for analytical purposes. Based on our discussions with shopping center
owners and our analysis of other centers, we have estimated reserves at $0.20
per square foot of owned GLA

Additional Capital Reserves

     Most regional malls require a cosmetic retrofit of the common area every
7-15 years to remain competitive in its market. The more upscale properties that
are dominant in their market will require this upgrade more frequently than the
older less dominant properties like the subject. The last common area renovation
at Market Square was in conjunction with the 1986 expansion. The common area is
still attractive and serviceable. We have made the assumption that the common
area may not need to be renovated until 2001. We allowed about $61,400 per year.
We arrived at this figure using the following assumptions:

     o    The cost to renovate common areas today ranges from $8-15/SF of common
          area. We have assumed that this cost for Market Square would be about
          $10/SF today.

     o    This cost will grow to about $11.88/SF by 2001 at a 3.5% compound
          annual rate.

     o    The common area is about 37,000 SF which indicates a future cost of
          about $439,600 in 2001.

     o    The annual cost to amortize this expenditure over 12 years between
          renovations at a 9% rate is about $61,400 per year.

Expense Growth Rate

     In our discounted cash flow analysis to follow, we have estimated that
expenses will grow at the rate of 3.5 percent per year during the investment
holding period. This is supported by the responses in our latest Investor
Survey.

================================================================================

                                      -88-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

Income and Expense Summary

     Here we present our estimate of stabilized income and expenses. We choose
the second year because it reflects the income from the AMC theatre.

================================================================================
                    Second Year Estimates for Market Square Mall
================================================================================
Income                                                   $                  $/SF

 Base Rent                                          $ 3,222,898             8.99
 Percentage Rent                                    $    96,011             0.27
 Expense Recoveries                                 $ 1,094,260             3.05
 Tenant Utilities                                   $   577,552             1.61
 Other Income                                       $     2,500             0.01
                                                    -----------
 Potential Gross Income                             $ 4,993,221            13.93
 Allowance far Vacancy & Credit Loss                   ($70,245)           -0.20
                                                    -----------
 Effective Gross Income                             $ 4,922,976            13.74

Less: Recoverable Expenses
 Common Area Maintenance                            $ 1,417,627             3.96
   Real Estate Taxes                                $   405,126             1.13
   Utilities                                        $   603,804             1.68
 Food Court CAM                                     $   105,009             0.29
   Miscellaneous                                    $    15,751             0.04
                                                    -----------
   Total Recoverable                                $ 2,547,317             7.11

Less: Non-Recoverable Expenses
 Administrative                                     $   210,019             0.59
   Management                                       $   116,162             0.32
                                                    -----------

   Total Non-Recoverable                            $   326,181             0.91
                                                    -----------
 Total Operating Expenses                           $ 2,873,498             8.02
                                                    ===========                 
   NET OPERATING INCOME                             $ 2,049,478             5.72

Operating Expense Ratio                                   58.4%
================================================================================

Operating Expense Ratio

     The Operating Results chart, on a previous page, summarizes the average
operating expense ratio based on published data from the database in Dollars &
Cents of Shopping Centers. All properties are considered mature and stabilized.
There are many factors that affect this ratio. Some of them are: age of the
improvements, occupancy, percentage of total GLA area owned, and level of
expenses and income.

================================================================================

                                      -89-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

     In 1995, the subject had a ratio of 57.2 percent which is above the range
indicated by the ULI database. This is because Market Square is an older
property which has low occupancy and revenue/SF. Both of these factors raise the
operating expense ratio. Our first stabilized (second year) estimates for this
property produce a ratio of 58.4 percent which is similar to the 1995 actual
performance..

Direct Capitalization

     In the direct capitalization method, we estimated market value by dividing
stabilized net operating income by an overall rate derived from our analyses of
market sales and computed by dividing the net operating income from a sold
property by its sale price. The overall capitalization rates derived from the
improved property sales are shown below.

================================================================================
                        Summary of Capitalization Rates
================================================================================
              Sale                                       Capitalization
               No.                                            Rate
================================================================================
             SM96-1                                           9.99%
             SM95-7                                           11.1%
             SM95-5                                           10.7%
             SM94-1                                           12.1%
             Terminal Capitalization Rate Selected            11.5%
================================================================================

     The rates above are from the secondary mall transactions that were
presented in the Sales Comparison Approach. The transactions listed above were
selected because the properties involved are considered to be most similar to
Market Square. These transactions exhibit a range of overall capitalization
rates of 9.9% to 12.1%. We selected 11.5 % as appropriate to apply to the second
year net operating income for Market Square Mall. We considered this property's
position in the market, weak historical occupancy and its tenant mix in arriving
at the rate we selected.


================================================================================
                             Direct Capitalization
================================================================================
 Net Operating Income                                        $2,049,478
 Divided by Overall Capitalization Rate                            .115

 Indicated Value                                            $17,800,000
 Less: AMC Free Rent                                          -$833,000
                                                               --------

 Estimated Market Value                                     $17,000,000
 Rounded to:                                                  (Rounded)
================================================================================

     The AMC lease starts in late 1996 and there is rent abatement of about
$1,000,000. A majority of this loss is expected to be incurred in the second
year of the analysis.

================================================================================

                                      -90-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                                 Income Approach
================================================================================

Discounted Cash Flow Analysis

     We used the Pro-Ject+ software program to model future income and expense
and our discounted cash flow forecast is presented later in this section. The
major assumptions used in creating the estimate are as follows:

1.   We modeled a 10-year holding period with the net income estimate for the
     eleventh year used to calculate market value at reversion.

2.   The income estimate has as its basis the terms of actual leases in effect.
     In addition, estimated market rent is assigned to spaces now vacant and to
     spaces now occupied as they become available in the future at the time
     existing leases expire.

3.   We grew the current estimate of market rent at 0% in 1996 & 1997 and 2.0
     percent per annum over the remainder of the holding period.

4.   We estimate the current expenses will grow at a rate of 3.5 percent per
     annum over the holding period.

5.   We estimate existing and future tenants will renew their leases 70 percent
     of the time rather than vacate. This "probability of renewal" affects the
     calculation of future vacancy resulting from downtime between leases,
     tenant improvement allowances and leasing commissions.

6.   At the expiration of existing leases, it is assumed that replacement
     tenants will have the same merchandise category as the existing tenants and
     that the space she will not be reconfigured.

7.   Leasing commissions for new tenants are calculated as $3.50/SF paid at the
     time the tenant moves in. Commissions on renewals are assumed to be
     $1.50/SF to be paid in cash at the time the leases begins. Both rates will
     step over the analysis term.

8.   Base Rent and Sales Volume Re-establishment Assumptions, Future Leases.

     o    At the expiration of all non-anchor leases, market rent will be the
          greater of market rent or the last effective (base + percent) rate
          paid by the tenant. This assumes that if a tenant is already paying an
          effective rate that is greater than market, they will stay in the
          space.

     o    At the expiration of the primary lease term, H the new base rate is
          market rent, then the sales volume will be reestablished so that sales
          equal 90 percent of the breakpoint. On 7-year leases and with the
          sales growth rate selected, we assume that the breakpoint will be
          reached in the seventh year. The tenant will begin paying overage in
          the seventh year of the lease. However, if the new base rate is the
          previous effective rate, the sales volume from the previous tenant
          will continue to grow.

     o    If the sales volume is reestablished (meaning a new tenant) then
          overage percentage is reset to 6 percent. The exception is for food
          court and kiosk spaces which are reset @ 8% and 10%, respectively.

================================================================================

                                      -91-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

9.   Leases on spaces now vacant and available will have a 6.0 percent clause.

10.  Tenant Allowance/Fix-up Cost for Second Generation Space is:

     o    $10.00/SF for new tenants

     o    $2.00/SF for renewal tenants

11.  Reserves for Replacement Allowance: $.20 per square foot per year over the
     analysis period.

12.  Additional Capital Expenditures Allowance: provides an allowance to
     retrofit the common area every 12 years at a current cost of $10.00 per
     square foot of common area based on amortization of the cost at a 9.0
     percent rate.

13.  Vacancy and Collection Loss:

     o    Collection loss is 2.0 percent of non-anchor revenue only.

     o    Global vacancy was utilized and based on allowing all existing vacant
          spaces to remain vacant during the entire analysis.

15.  Sales volume estimates for 1996 will be 1.0 percent higher than 1995. Sales
     volumes will grow at 2.0 percent/year thereafter.

16.  Space 4054, now occupied by management/leasing, will continue to be used
     for the same throughout the analysis period. This tenant will pay market
     rates and retrofit allowance, but no recoveries or commissions.

17.  Rich's and Mervyn's will remain in place without operating agreements for
     10 years past end of operating agreements. Stein Mart will renew its lease
     for 10 years at market rates and terms.

18.  The following tenants are known move-outs at the end of their leases:

     o    Champs

     o    Kuppenheimer

     o    Bamies Coffee

     o    World Numismatics

     o    ACOG

These spaces will re-lease after one year downtime at market rates, a 6.0
percent average clause and sales equal to about 90.0 percent of their natural
break-points.

================================================================================

                                      -92-
                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

19.  The following spaces are first generation and are assumed will never lease.
     These spaces total 26,156 square feet.

     o    5,320 square feet

     o    2,820 square feet

     o    1,606 square feet

     o    1,810 square feet

     o    2,363 square feet

     o    4,865 square feet

     o    1,692 square feet

     o    2,210 square feet

     o    530 square feet

     o    1,158 square feet

     o    1,782 square feet

20.  Spaces now occupied by temporary or storage tenants will continue to have
     similar occupants. They will pay a lower market rate than longer term
     leases. The landlord will pay no tenant finish or leasing commissions for
     these leases which will have 2-year terms. Future temporary leases will pay
     CAM and tax recovery based on 7.5% and 2.5% of rent, respectively.

21.  No downtime between tenants at lease expiration is assumed because we
     allowed vacant spaces to remain vacant as a global vacancy.

22.  Future shop leases (excluding temporary or storage spaces) will have seven
     year future lease terms.

23.  The storage tenants will extend their leases on storage spaces to be
     co-terminus with their shop leases. The extension rate and terms will be
     the same as the existing leases.

24.  When spaces that are currently vacant are leased, they will not have
     percent rent clauses in their leases.

25.  Month-to-month tenants will extend their stay through 12/96 at the same
     rate and terms.

26.  Retrofit allowance for new food court tenants is S40.00 per square foot in
     1996 and will grow at the expense growth rate.


================================================================================

                                      -93-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                            Income Approach
================================================================================

27.  Sales volume of AMC Theater is assumed to be $54.00, $60.00 and $67.00 per
     square foot between 1997 and 2000, respectively. This level of sales equals
     80%, 85%, 90% and 100% of the median sales for national chain affiliated
     cinemas in US regional malls as reported in the 1995 issue of Dollars and
     Cents of Shopping Centers. Therefore, the breakpoints will not be reached.

29.  Two spaces (excluding ACOG spaces) are now occupied by tenants paying
     percent rent in lieu of base rent. At the expiration of these leases, we
     assume that these spaces will continue to be occupied by similar tenants
     who will have similar base rent provisions, but standard recovery clauses.
     We have assumed sales from existing tenants will grow at the sales growth
     rate.

30.  The space now occupied by ACOG will be re-leased at percentage rent only,
     but at more typical sales levels for a Kiosk of about 1,000 per square foot
     in 1996 with an 8.0 percent clause.

31.  The following tenants have sales volumes that produce a very high ratio of
     rent/recoveries to sales and are not expected to remain in the mall. Their
     spaces are leased at market rents. Future sales are based on 90.0 percent
     of the breakpoint with a 6.0 percent clause.

     o    Network Paging, #6004

     o    Perfect Pretzel, #3024

     o    Claires, #3025

     o    Hair Cutlery, $6019

32.  The 36,100 portion of Phar-Mor space that remains after AMC opens will take
     three years to lease.

33.  We base the estimate of property value at reversion on assumed resale at
     the end of Year 10, using our forecast of Year 11 net operating income. The
     reversion value was calculated by applying a capitalization rate of 12.25
     percent to the eleventh year NOI and subtracting sales expenses of 2.5
     percent.

34.  The net cash flows and the net reversion were discounted to net present
     value using a discount rate of 12.25 percent, the derivation of which is
     discussed below.

Summary and Conclusion

     We believe that the top performing 15 to 20 regional malls in the country
are "trophy" properties. The lowest investment rates reflected on the previous
chart would be appropriate for these properties. On the other hand, rates at the
upper end of the range would be used for secondary properties. They include
malls that have one or more of the following characteristics.

o    Less than 500,000 square feet;

================================================================================

                                      -94-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

     o    Non-dominant in its market;

     o    Three or less well known, stable anchors on long term commitments;

     o    Older and without recent renovation;

     o    Poor location relative to regional access;

     o    Small trade area with weak demographics; and

     o    Poor performance relative to shop sales volumes

     In our opinion, the subject falls into the broad class of properties that
are considered a secondary property.

     Investors have shown a shift in preference to initial return, many now
place less emphasis on the DCF. Understandably, this thinking has evolved after
a few hard years of reality where optimistic cash flow projections did not
materialize. The DCF is still, in our opinion, a valid valuation technique that
when properly supported, can present a realistic forecast of a property's
performance and its current value in the marketplace. Generally, we are inclined
to group and characterize regional malls by their overall investment appeal
which incorporates a plethora of factors not the least of which is stability of
income. On the basis of current income, we find that the following
capitalization rates can be tiered to reflect reasonable ranges of investment
appeal.


- --------------------------------------------------------------------------------
 Cap Rate Range                Category 
- --------------------------------------------------------------------------------
 7.0% to 8.0%   Top 15-20 malls in the country
- --------------------------------------------------------------------------------
 8.0% to 9.5%   Dominant Class A investment grade property, excellent
                demographics (top 50 markets) and considered to present a
                significant barrier to entry to prospective competition
- --------------------------------------------------------------------------------
 9.5% to 11.0%  Somewhat broad characterization of investment quality properties
                ranging from primary MSA's to second tier cities. Properties at 
                the higher end of the scale are probably somewhat vulnerable to
                new competition in their market
- --------------------------------------------------------------------------------
 11.0% to 14.0% Remaining product which has limited appeal or significant risk
                which will attract only a smaller, select group of investors
- --------------------------------------------------------------------------------

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. The subject in not dominant, has a weak location for a regional
draw, a history of above average vacancy, and below average market rates.
Further, its primary anchor has an operating agreement that is about to expire
and there is no indication that the landlord will secure an extension. On the
positive side, its existing anchors/junior anchors are well known and target the
middle sector of the market in this trade area. However, they do not target the
more affluent portion of the market. This portion of the market shops at the
more distant but upscale competition. In the final analysis, this mall appears
to create a barrier to entry to other malls but not a very strong one.

================================================================================

                                      -95-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>

                                                            Income Approach
================================================================================

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions or tenant improvement allowances. We
estimated an appropriate terminal rate based on indicated rates in today's
market.

================================================================================
                       Summary of Capitalization Rates
================================================================================
                       Sale                  Capitalization            
                        No.                       Rate             
================================================================================
                      SM96-1                      9.99%            
                      SM95-7                     11.10%            
                      SM95-5                     10.70%            
                      SM94-1                     12.10%            
                      Stabilized Capitalization Rate Selected 12.25% 
================================================================================

     A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period, including a possible deterioration in market conditions for
the property. Investors typically add 50 to 100 basis points to the "going-in"
rate to arrive at a terminal capitalization rate, according to Cushman &
Wakefield's periodic investor surveys.

Discount Ram Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================

                                      -96-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                                                            Income Approach
================================================================================

<TABLE>
<CAPTION>
==========================================================================================================
                                    Cushman & Wakefield Valuation Advisory Services
                                 Fall 1996 National Investor Survey For Regional Malls
==========================================================================================================
                       Going In         Terminal                          Income        Expense Projection
                       Cap Rate         Cap Rate           IRR            Growth         Growth   Period
==========================================================================================================
                      Low    High    Low      High     Low     High     Low     High    Low     High  Year
- ----------------------------------------------------------------------------------------------------------
<S>                  <C>     <C>     <C>      <C>     <C>      <C>      <C>     <C>     <C>     <C>    <C>
                     8.00%   8.50%   8.50%    9.00%   10.50%   10.50%   3.00%   3.50%   4.00    4.00%  10
                     7.75%   8.25%   8.50%    8.75%   11.00%   11.50%   3.50%   4.00%   3.50%   3.50%  10
                     7.50%   7.50%   8.00%    8.00%   11.50%   11.50%   0.00%   4.00%   4.00%   4.00%  10
                     7.50%   9.00%   8.00%    9.75%   10.00%   12.00%   2.00%   4.00%   4.00%   4.00%  10
                     7.00%   8.00%   7.00%    8.00%   11.00%   11.00%   4.00%   4.00%   4.00%   4.00%  10
                     7.50%   8.00%   7.50%    9.00%   10.50%   11.50%   2.00%   3.50%   3.50%   3.50%  10
                     7.00%   8.00%   9.00%   10.00%   10.50%   11.50%   4.00%   4.00%   4.00%   4.00%  10
                     7.50%   8.00%   8.50%    8.50%   10.00%   11.00%   3.00%   3.00%   3.00%   3.00%  10
                     7.50%   9.00%   8.50%    8.50%   11.50%   11.50%   4.00%   5.00%                  10
- ----------------------------------------------------------------------------------------------------------
No. of Responses       9       9       9        9        9        9       9       9       8        8
Average              7.47%   8.25%   8.17%    8.83%   10.72%   11.33%   2.63%   3.89%   3.75%   3.75%
- ----------------------------------------------------------------------------------------------------------

==========================================================================================================
</TABLE>

      
     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality shopping center properties
in the United States. The entire survey is included in the Addenda to this
report.

     Overall, we believe that an investor would see this property as below
average if comparing it to other smaller malls in second and third tier
locations. We believe that this would translate into the use of more
conservative assumptions and discount rate than average for this type of
property.

     As mentioned, the subject has three well known anchor tenants as well as a
mixture of national and local retailers that occupy the shop space.
Unfortunately, the two of the existing anchors are not tenants so their sales
are not reported and their operating agreements have near-term expirations. A
potential investor would be interested in the strength of the anchors for this
property and this would impact his choice of both the discount and the terminal
capitalization rates. One way of measuring the strength of the anchor is their
debt rating. Although two of the existing anchors are not tenants, their
continued presence at the mall is very important. If one or more fail, the
success of the entire mall could be impacted. Our research shows that two of the
three anchors have debt rating by Standard & Poor's, a national rating service.
The other one is unlisted. The two anchors that are listed are Mervyn's (Dayton
Hudson Corp.) and Rich's (Federated Department Stores) and their debt ratings
are BBB+ & B & B-, respectively. AMC Entertainment is expected to be an anchor
tenant starting in late 1996. It is rated B. This gives us some measure of
comfort in their strength. Unfortunately, we know of no other way of measuring
the strength of the remaining anchor.

        The internal rate of return and terminal capitalization rate selected
for this analysis were strongly influenced by our recent Investor Survey. We
realize that this type of survey reflects target rather than transactional
rates. Transactional rates are usually difficult to obtain in the verification
process and are actually only target rates of the buyer at the time of sale. The
property's performance will ultimately determine the actual yield and
capitalization rate at the

================================================================================

                                      -97-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                                 Income Approach
================================================================================

time of sale after a specific holding period. We have found that, in improving
markets or with above average properties, demand will be high and transactional
rates may be lower than target rates that are quoted in surveys. We have tried
to recognize this factor in our choice of these two rates for our cash flow
model.

     The investors' internal rates of return cited above range from 10.0 to 12.0
percent. However, in our opinion the investment risk of this property are
probably between that of a typical mall and a shopping center. Our Investor
Survey shows that the IRR targets for shopping centers had a broader range of
from 10% to 14%. For our analysis of this mall, we discounted the cash flows at
12.25% percent.

IRR Selection Summary

     To summarize, we selected 12.0% to 12.5% as an appropriate range of
internal rate of return based on our Investor Survey, knowledge of this
property, and the market data. As a single rate, we selected 12.25%.

     We considered a number of factors in our choice of internal rate of return:

     o    The primary risk factor is that one or both of the two primary,
          existing anchors may leave the mall when their existing operating
          agreements expire. Without sales histories, we nor an investor has any
          way of estimating the risk of closure when existing agreements expire.

     o    Vacancy may increase rather than remain generally level and rents may
          fall rather than increasing at the rates we estimated.

     Ten-Year Cash Flow Analysis

     Based on the discount rate selected above, we estimate property value at
$16,900,000, rounded. The full 11-year cash flow is presented on the following
page.

================================================================================

                                      -98-

                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>


                              MARKET SQUARE GEORGIA
                            PROJECT DESIGNATOR: MKS2
                             REVISION: 5/16/96 11:39
                             ANNUAL CASH FLOW REPORT
                          BEGINNING 6/1/96 FOR 12 YEARS
                                  5/16/96 11:40

<TABLE>
<CAPTION>

                         FYl997        FYl998       FY1999        FY2000        FY2001        FY2002    
<S>                    <C>           <C>           <C>           <C>           <C>           <C>      
 INCOME
 ------
 MINIMUM RENT:
 ALL TENANTS           2,688,755     3,222,898     3,373,248     3,468,117     3,729,693     3,783,856
                       ---------     ---------     ---------     ---------     ---------     ---------
 TOTAL MINIMUM RENT    2,688,755     3,222,898     3,373,248     3,468,117     3,729,693     3,783,856
 RECOVERIES:
 CAM-MALL SHOPS          602,643       608,979       700,183       769,805     1,019,334     1,069,810
 TAX-MALL SHOPS          182,428       162,516       172,567       177,303       220,243       231,961
 TAX-ANCHOR/OUTSIDE       69,600       127,423       130,479       133,642       130,507       127,037
 CAM-ANCHOR TENANTS      107,149       109,496       111,925       114,440       117,042       119,736
 FOOD COURT CAM           80,237        85,846        93,511        98,705       102,160       105,736
                       ---------     ---------     ---------     ---------     ---------     ---------
 TOTAL RECOVERIES      1,042,057     1,094,260     1,208,665     1,293,895     1,589,286     1,654,280
 OVERAGE RENT            111,603        96,011        97,056        71,798        65,151        68,960

 SALES VOLUME(000)        29,073        28,907        31,744        32,576        33,227        34,251
                       ---------     ---------     ---------     ---------     ---------     ---------

 GROSS RENTAL
 INCOME                3,842,415     4,413,169     4,678,969     4,833,810     5,384,130     5,507,096

 CREDIT LOSS             (72,739)      (70,245)      (75,464)      (78,461)      (89,365)      (91,717)

 OTHER TENANT              2,500         2,500         2,521         2,571         2,623         2,675
 TENANT UTILITIES        558,021       577,552       597,766       618,688       640,342       662,754
                       ---------     ---------     ---------     ---------     ---------     ---------

 TOTAL INCOME          4,330,197     4,922,976     5,203,792     5,376,608     5,937,730     6,080,808

EXPENSES
- --------
 OUTSIDE CAM             202,917       210,019       217,369       224,977       232,852       241,001
 INSIDE CAM            1,166,771     1,207,608     1,249,874     1,293,620     1,338,896     1,385,758
 UTILITIES               583,385       603,804       624,937       646,810       669,448       692,879
 REAL ESTATE TAXES       391,426       405,126       419,306       433,981       449,171       464,892

 FOOD CWRT EXPENSE       101,458       105,009       108,685       112,489       116,426       120,501
 GENERAL ADMIN           202,917       210,019       217,369       224,977       232,852       241,001
 MISCELLANEOUS            15,219        15,751        16,303        16,873        17,464        18,075
 MANAGEMENT FEE           98,012       116,162       121,461       123,897       132,819       134,848
                       ---------     ---------     ---------     ---------     ---------     ---------
 TOTAL EXPENSES        2,762,105     2,873,498     2,975,304     3,077,624     3,189,928     3,298,955
                       ---------     ---------     ---------     ---------     ---------     ---------
NET OPERATING
 INCOME                1,568,092     2,049,478     2,228,488     2,298,894     2,747,802     2,781,802


<CAPTION>


                         FY2003        FY2004        FY2005       FY2006        FY2007        FY2008
<S>                    <C>           <C>           <C>           <C>           <C>           <C>      
INCOME
- ------
 MINIMUM RENT:
 ALL TENANTS           3,806,122     3,875,916     3,924,989     4,005,447     4,032,022     4,227,154
                       ---------     ---------     ---------     ---------     ---------     ---------
 TOTAL MINIMUM RENT    3,806,122     3,875,916     3,924,989     4,005,447     4,032,022     4,227,154
 RECOVERIES:
 CAM-MALL SHOPS        1,106,880     1,l89,845     1,249,581     1,293,093     1,337,350     1,528,385
 TAX-MALL SHOPS          239,057       252,417       269,925       278,101       287,611       305,954
 TAX-ANCHOR/OUTSIDE      130,080       131,720       127,113       130,158       133,311       136,573
 CAM-ANCHOR TENANTS      122,523       125,407       128,394       131,484       134,683       137,994
 FOOD COURT CAM          111,862       115,084       121,450       142,404       148,699       153,902
                       ---------     ---------     ---------     ---------     ---------     ---------
 TOTAL RECOVERIES      1,710,402     1,814,473     1,896,463     1,975,240     2,041,654     2,262,808
 OVERAGE RENT             77,364        85,749        91,761        85,229        87,307        59,070

 SALES VOLUME(000)        35,277        36,333        37,479        38,636        39,816        41,713

 GROSS RENTAL
 INCOME                5,593,888     5,776,138     5,913,213     6,065,916     6,160,983     6,549,032
 CREDIT LOSS             (93,342)      (96,872)      (99,495)     (102,427)     (104,201)     (111,830)

 OTHER TENANT              2,729         2,783         2,839         2,896         2,954         3,013
 TENANT UTILITIES        685,950       709,958       734,8O7       760,525       787,143       814,693
                       ---------     ---------     ---------     ---------     ---------     ---------
 TOTAL INCOME          6,189,225     6,392,007     6,551,364     6,726,910     6,846,879     7,254,908

EXPENSES
- --------
 OUTSIDE CAM             249,436       258,167       267,202       276,555       286,234       296,252
 INSIDE CAM            1,434,259     1,484,458     1,536,414     1,590,189     1,645,845     1,703,450
 UTILITIES               717,130       742,229       768,207       795,094       822,923       851,725
 REAL ESTATE TAXES       481,163       498,003       515,434       533,474       552,145       571,470

 FOOD CWRT EXPENSE       124,718       129,083       133,601       138,277       143,117       148,126
 GENERAL ADMIN           249,436       258,167       267,202       276,555       286,234       296,252
 MISCELLANEOUS            18,708        19,362        20,040        20,742        21,468        22,219
 MANAGEMENT FEE          135,922       138,658       140,586       143,173       144,176       150,018
                       ---------     ---------     ---------     ---------     ---------     ---------
 TOTAL EXPENSES        3,410,772     3,528,127     3,648,686     3,774,059     3,902,142     4,039,512
                       ---------     ---------     ---------     ---------     ---------     ---------
NET OPERATING
 INCOME                2,778,453     2,863,880     2,902,678     2,952,851     2,944,737     3,215,396
</TABLE>


                                      -99-



                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 


<PAGE>


                                                                          PAGE 2
<TABLE>
<CAPTION>
                                     FY1997     FY1998      FY1999      FY2000       FY2001      FY2002
<S>                                <C>          <C>       <C>         <C>         <C>         <C>   
ALTERATIONS                        1,969,043    222,446     107,953     453,441      59,927      17,997
COMMISSIONS                          249,853     88,627      39,630     149,248      24,925       8,351
REPL'MENT RESERVE                          0     75,530      78,173      80,909      83,741      86,672
ADD. CAPITAL RES                      75,000     61,400      61,400      61,400      61,400      61,400
AMC FREE RENT                        166,667    833,333           0           0           0           0
                                  ----------    -------   ---------   ---------   ---------   ---------
CASH FLOW                           (892,471)   768,142   1,941,332   1,553,986   2,517,809   2,607,433

<CAPTION>

                                     FY2003      FY2004      FY2005      FY2006      FY2007      FY2008
<S>                               <C>         <C>         <C>         <C>         <C>         <C>      
ALTERATIONS                          18,636     331,512     231,885     120,860     324,172     188,534
COMMISSIONS                           4,372     141,393      87,502      43,051     133,981      80,710
REPL'MENT RESERVE                    89,706      92,845      96,095      99,458     102,939     106,542
ADD. CAPITAL RES                     61,400      61,400      61,400      61,400      61,400      61,400
AMC FREE RENT                             0           0           0           0           0           0
                                  ---------   ---------   ---------   ---------   ---------   ---------
CASH FLOW                         2,604,339   2,236,730   2,425,796   2,628,082   2,322,245   2,778,210
</TABLE>


                                      -100-


                                                                      CUSHMAN & 
                                                                   WAKEFIELD (R)
                                                    --------------------------- 
                                                    VALUATION ADVISORY SERVICES 
                                                    --------------------------- 

<PAGE>



                                                                 Income Approach
================================================================================

     The following chart summarizes the present value of the cash flows and the
reversion with a range of discount and terminal rates while assuming a sale at
the end of the assumed holding period (ten years).

================================================================================
        PURCHASE/SALE FIELD TABLE FOR MARKET SQUARE MALL-DECATUR, GEORGIA
                           REVISION: 5/16/96 @ 11:31
                                 5/16/96 @ 11.33
             Purchase Price(OOO's)/Cap Going In as a function of IRR
              All Cash analysis (Purchased June 1996 Sold May 2006)

                         Sale Price(OOO's)/Terminal Cap

                    25,632  25,098   24,586   24,094    23,621
        IRR         11.75   12.00    12.25    12.50     12.75
- --------------------------------------------------------------------------------
       11.75        17,894  17,718   17,549   17,387    17,232
                    10.22   10.32    10.42    10.52     10.61
       12.00        17,576  17,405   17,240   17,081    16,929
                    10.40   10.51    10.61    10.70     10 80
       12.25        17,266  17,098   16,937   16,782    16,633
                    10.59   10.69    10.80    10.90     10.99
       12.50        16,962  16,798   16,640   16,489    16,343
                    10.78   10.89    10.99    11.09     11.19
       12.75        16,665  16,504   16,350   16,202    16,060
                    10.97   11.08    11.18    11.29     11.39

================================================================================
IRR Selected:                                                             12.25%
Terminal Capitalization Rate:                                             12.25%
Value Estimate:                                                      $16,900,000
================================================================================

     Based on the investment parameters selected, the prospective value estimate
by the discounted cash flow method is approximately $16,900,000. This value
estimate is as of June 1, 1996. The "implied" overall capitalization rate in the
first year following stabilization is approximately 12.1 percent. This is at the
top of the range indicated by the sales presented and above the top of the range
indicated by the Investor Survey. This is best explained by the forecast income
stream which has only moderate increases over time.

     The value estimate above is achieved by calculating the reversion (eleventh
year's NOI divided by 12.25 percent); reduced by sales costs (assumed to be 2.5
percent); not deducting that year's alterations, commissions and capital
expenditures; and adding the result to the tenth year's cash flow before
discounting. The NOI in the eleventh year is not grossed up by the lag vacancy
before capitalization.

     The following chart summarizes the present value of the cash flows and the
reversion with an 12.25 percent discount rate and assuming a sale at the end of
each fiscal year between 1997 and 2013. At the end of the assumed holding period
(10 years), it shows that the cash flow and reversion portions of the income
stream are responsible for a greater share of the value estimate. This is ideal
since the property is older and may not be competitive in the market in 10 years
and finally that cash flows are more proximate in time.

================================================================================

                                     -101-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                            Income Approach
================================================================================

          PRESENT VALUE REPORT FOR MARKET SQUARE MALL-DECATUR, GEORGIA
                           REVISION: 5/16/96 @ 11:31
                                5/16/96 @ 11:33

    Annual(E) NPV as of 6/ 96. Rates: CF%=12.250% Res%=12.250% Cap%=12.250
 SOLD       RESIDUAL     RESIDUAL    PV %   CASH FLOW PV     %       TOTAL PV
 ----       --------     --------    ----   --------------------       --------


 5/ 97    $17,262,984  $15,379,051  108.9%  -$1,260,129    -8.9%    $14,118,922
 5/ 98    $17,949,950  $14,245,924   99.3%     $103,948     0.7%    $14,349,872
 5/ 99    $20,278,028  $14,337,280   90.5%   $1,504,011     9.5%    $15,841,291
 5/100    $22,322,930  $14,060,668   84.2%   $2,635,375    15.8%    $16,696,042
 5/101    $22,438,052  $12,590,807   75.5%   $4,089,972    24.5%    $16,680,779
 5/102    $22,642,812  $11,319,115   67.7%   $5,409,942    32.3%    $16,729,057
 5/103    $23,220,920  $10,341,302   61.4%   $6,493,762    38.6%    $16,835,064
 5/104    $23,649,210   $9,382,663   55.6%   $7,479,143    44.4%    $16,861,806
 5/105    $23,791,442   $8,408,992   50.2%   $8,357,414    49.8%    $16,766,406
 5/106    $24,585,536   $7,741,347   45.7%   $9,195,370    54.3%    $16,936,716
 5/107    $26,105,082   $7,322,774   42.7%   $9,844,613    57.3%    $17,167,386
 5/108    $26,039,052   $6,507,129   38.0%  $10,601,005    62.0%    $17,108,134
 5/109    $25,966,980   $5,780,952   33.9%  $11,286,879    66.1%    $17,067,830
 5/110    $25,370,470   $5,031,762   29.8%  $11,873,753    70.2%    $16,905,516
 5/111    $24,922,036   $4,403,407   26.3%  $12,346,365    73.7%    $16,749,772
 5/112    $25,281,998   $3,979,517   23.8%  $12,756,510    76.2%    $16,736,027
 5/113    $29,391,250   $4,121,457   24.0%  $13,078,608    76.0%    $17,200,064
================================================================================
 IRR Selected:                                                            12.25%
 Terminal Capitalization Rate:                                            12.25%
 Value Estimate:                                                     $16,900,000
 Cash Flow/Reversion Ratio:                                          54.3%/45.7%
================================================================================

Implied Capitalization Rate

     The first year implied capitalization rate of 12.1 percent seems reasonable
based on our knowledge of this property relative to our database of mall sales.

Reconciliation Within Income Approach

Value Indicated by Direct Capitalization:                            $17,000,000
Value Indicated by Discounted Cash Flow Analysis:                    $16,900,000

Analysis and Conclusion

     The value estimates above are mutually supportive. However we placed more
emphasis on the Direct Capitalization method because we believe that a typical
investor would also.

                Value Indicated by Income Approach: $17,000,000

================================================================================

                                     -102-


                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                    RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     The two approaches indicated the following values:

               Sales Comparison Approach               $16,000,000
               Income Approach                         $17,000,000

     We placed more emphasis on the Direct Capitalization Method in the Income
Approach and therefore selected a value estimate of:

                            SEVENTEEN MILLION DOLLARS
                                   $17,000,000

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. (Marketing time is subsequent to
the effective date of the appraisal and exposure time is presumed to precede the
effective date of the appraisal.) The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

     Based on our findings, we estimate a marketing time of 12 months or less.

================================================================================

                                     -103-


                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s)" means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   By definition a limited appraisal is considered to be less reliable than a
     complete appraisal in that it does not contain all of the data and analysis
     nominally found in a complete appraisal.

2.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

3.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

4.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

5.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

6.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

================================================================================

                                     -104-


                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Assumptions and Limiting Conditions
================================================================================

7.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

8.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

9.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser has not reviewed lease documents and assumes no responsibility
     for the authenticity or completeness of lease information provided by
     others. C&W recommends that legal advice be obtained regarding the
     interpretation of lease provisions and the contractual rights of parties.

10.  The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

11.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

12.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.

================================================================================

                                     -105-


                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                 CERTIFICATION OF APPRAISAL
================================================================================

     We certify that, to the best of our knowledge and belief:

1.   Luten L. Teate, MAI, inspected the property.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report Luten L. Teate, MAI, has completed the
     requirements of the continuing education program of the Appraisal
     Institute.


/s/ Luten L. Teate
- ------------------------------------
Luten L. Teate, MAI
Certified Real Estate Appraiser
Georgia No. CG001389

================================================================================

                                     -106-


                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                    ADDENDA
================================================================================

Exhibit A        Recent Leases at Market Square
Exhibit B        Recent Sales Volume at Subject
Exhibit C        Rent Roll
Exhibit D        Expiration Summary
Exhibit E        Lease Brief
Exhibit F        Neighborhood Photographs
Exhibit G        Professional Qualifications of the Appraiser

================================================================================

                                     -107-
<PAGE>


                                 EXHIBIT A - RECENT LEASES AT MARKET SQUARE
================================================================================



















                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Mills Road
                                                       DeKalb County, Georgia

                                                 Recent Lease Analysis for 24 Months

====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>        <C>      <C>      <C>          <C>         <C>       <C>  
       Previous 0 to 12 Months                               
       -----------------------                               
7020   Yummies(Temp.)                     610     Mar-96      Dec-96     0.83     10 @       $600.00     $7,200     $11.80    $11.80

3002   Creative Art (Temp.)             3,125     Feb-96      Feb-97     1.00     12 @       $800.00     $9,600      $3.07     $3.07

3016   Art To Go (Temp.)                3,125     Feb-96      Dec-96     0.92     11 @       $800.00     $9,600      $3.07     $3.07

4050   America's Best Contacts & Ey     4,300     Dec-95      Oct-96     7.92     11 @     $3,583.33    $43,000     $10.00    $12.53

                                                  Nov-96      Oct-00              48 @     $4,300.00    $51,600     $12.00     

                                                  Nov-00      Oct-03              36 @     $5,016.67    $60,200     $14.00     

3024   Perfect Pretzel                    595     Nov-95      Jul-96     5.75      9 @       $799.78     $9,597     $16.13    $24.03

                                                  Aug-96      Jul-01              60 @     $1,250.00    $15,000     $25.21     

3008   Country Peddler (Temp.)          2,875     Oct-95      Sep-96     1.00     12 @       $800.00     $9,600      $3.34     $3.34

4008   Mom & Me (Temp.)                 1,500     Aug-95      Jul-96     1.00     12 @       $800.00     $9,600      $6.40     $6.40

1022   Barnie's Storage                 1,108     Jul-95      Jun-96     1.00     12 @        $41.67       $500      $0.45     $0.45

6004   Network Paging                     458     Jul-95      Jun-97     2.00     24 @     $1,000.00    $12,000     $26.20    $26.20

1022   Chick-Fil-A Storage              1,108     Jun-95      May-96     1.00     12 @        $62.50       $750      $0.68     $0.68

1002   Kaybee Toy Storage               2,200     May-95      Apr-96     1.00     12 @        $41.67       $500      $0.23     $0.23

1021   Things-Storago                      90     May-95      Apr-96     1.00     12 @        $41.67       $500      $5.56     $5.56

1023   Gorin's Storage                     90     May-95      Apr-96     1.00     12 @        $41.67       $500      $5.56     $5.56
</TABLE>

MKETSQRR.XLS                          4/22/96                                  1




                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Hills Road
                                                       DeKalb County, Georgia

                                                 Recent Lease Analysis for 24 Months
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>        <C>      <C>      <C>          <C>         <C>       <C>  
       Previous 13 to 24 Months
       ------------------------
1104   Things Remembered                  160     Mar-95      Feb-98     3.00      36 @    $1,250.00    $15,000     $93.75    $93.75

4012   Brass Shoppe (Temp.)             2,913     Feb-95      Dec-96     1.92      23 @      $800.00     $9,600      $3.30     $3.30

2004   Sav-On-Plants (Temp.)            4,257     Jan-95      Dec-96     2.00      24 @      $800.00     $9,600      $2.26     $2.26

3004   Wicker Shop (Temp.)              2,191     Jan-95      Dec-96     2.00      24 @      $600.00     $9,600      $4.38     $4.38

3014   Romance! (Temp.)                 1,700     Jan-95      Dec-96     2.00      24 @      $800.00     $9,600      $5.65     $5.65

7026   Wendy's                          1,060     Jun-94      May-04     9.92     119 @    $2,916.66    $35,000     $33.02    $33.02

3029   Friedman's Jewelers                985     May-94      Apr-99     5.00      60 @    $3,486,90    $41,843     $42.48    $42.48

====================================================================================================================================
                  Total Area           34,460
</TABLE>


MKTSQRR.XLS                          4/22/96                                   2



                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                EXHIBIT B- - RECENT SALES VOLUME AT SUBJECT
================================================================================














                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>



<TABLE>
<CAPTION>
====================================================================================================================================
                                              SALES COMPARISON BY MERCHANDISE CATEGORY
                                                          MARKETSQUARE MALL

                                               TOTAL SALES NOT COMPARABLE STORE SALES
                           ----------------------------------------------------------------------------
                           =========================================================================================================
                                                                                                     Median From         1995
                                                1993 - 1994            1994 - 1995  1993 - 1995    Dollars & Cents      Comparable
                           Actual      Actual     Compound     Actual     Percent     Compound   of shopping Centers   Store Sales
                            1993        1994      Increase      1995     Increase     Increase     1995 Edition (1)   at Subject (2)
                           =========================================================================================================
====================================================================================================================================
<S>                         <C>        <C>        <C>           <C>       <C>         <C>            <C>                  <C> 
General Merch./Variety      $108       $109         1.0%        $115        5.4%        3.2%           $140               $115
Specialty                   $190       $246        29.4%        $202      -18.0%        3.0%          $88-382             $232
Restaurants                  $23         $0        -100%          $0                                 $229-250               $0
Food                        $382       $361        -5.6%        $342       -5.1%       -5.4%         $180-547             $332
Women's Clothes             $144       $136        -5.2%        $127       -6.7%       -6.0%         $175-232             $121
Men's/Family Clothing       $216       $217         0.4%        $214       -1.4%       -0.5%         $204-226             $207 
Shoes                       $202       $234        16.2%        $232       -1.0%        7.2%         $174-322             $232
Theatre (3)                  $40        $48                       $2                                    $65                 $2
Home Furnishings            $189        $76       -59.9%         $19      -74.6%      -68.1%         $246-407             $166
Electronics/Music           $302       $292        -3.5%        $285       -2.2%       -2.8%         $150-274             $285  
Gifts/Books/Etc.            $219       $212        -3.1%        $203       -4.3%       -3.7%         $180-313             $203
Jewelry                     $613       $611        -0.3%        $649        6.2%       -2.9%           $525               $649 
Personal Service            $303       $275        -9.4%        $279        1.5%       -4.1%          $93-258             $269
Total Shops (4)             $174       $217        24.8%        $201       -7.4%        7.5%           $163               $207

Anchors (Stein Mart Only)              $112                      N/A                                 $149-162

- ------------------------------------------------------------------------------------------
1. Based on median sales data for U.S. Regional Malls.
2. Mature stores only
3. The on-site theatre closed in early 1995 to accomodate the prospective AMC theatre.
4. Includes spaces of less than 40,000 s.f. Based on open stores only not total shop GLA.
- ------------------------------------------------------------------------------------------
====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                      EXHIBIT C - RENT ROLL
================================================================================










                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Hills Road
                                                       DeKalb County, Georgia

                                                         Rent Roll Analysis
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>       <C>       <C>      <C>         <C>         <C>       <C>  
1002   Kaybee Toy Storage               2,200     May-95      Apr-96     1.00      12 @       $41.67       $500      $0.23     $0.23

1003   Vacant                           2,210                            0.00       0 @        $0.00         $O      $0.00

1004   Vacant                           3,175                            0.00       0 @        $0.00         $O      $0.00

1005   Vacant                           1,782                            0.00       0 @        $0.00         $O      $0.00

1006   Vacant                           4,865                            0.00       0 @        $0.00         $O      $0.00

1010   Woolworth's                     20,394     Oct-86      Jan-97    20.25     124 @    $6,798.33    $81,580      $4.00     $4.49

                                                  Feb-97      Jan-07              119 @    $8,497.50   $101,970      $5.00

1014   Babbages                         1,561     Feb-89      Jan-99     9.92     119 @    $3,416.67    $41,000     $26.27    $26.27

1016   Kaybee Toys                      3,009     Oct-86      Jan-97    10.25     123 @    $4,764.25    $57,171     $19.00    $19.00

1018   Challenges                       3,000     Dec-92      Nov-96     7.17      48 @    $5,750.00    $69,000     $23.00    $23.30

                                                  Dec-96      Jan-OO               38 @    $5,917.50    $71,010     $23.67

1020   Vacant                           1,161                            0.00       0 @        $0.00         $O      $0.00

1021   Things-Storage                      90     May-95      Apr-96     1.00      12 @       $41.67       $500      $5.56     $5.56

1022   Chick-Fil-A Storage              1,108     Jun-95      May-96     1.00      12 @       $62.50       $750      $0.68     $0.68

1022   Barnie's Storage                 1,108     Ju1-95      Jun-96     1.00      12 @       $41.67       $500      $0.45     $0.45

1023   Gorin's Storage                     90     May-95      Apr-96     1.00      12 @       $41.67       $500      $5.56     $5.56

1024   Vacant Storage                      90                            0.00       0 @        $0.00         $0      $0.00

1025   Vacant Storage                      90                            0.00       O @        $O.OO         $0      $0.00

</TABLE>


MKTSQRR.XLS                          5/16/96                                   1



                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Hills Road
                                                       DeKalb County, Georgia

                                                         Rent Roll Analysis
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>       <C>       <C>      <C>         <C>         <C>       <C>  
1100   Freshen's Yogurt Storage            56     Dec-87      Oct-99    11.92     143 @       $70.83       $850     $15.18    $15.18

1101   Sunglass Hut                       225     Feb-91      Feb-96     5.00      60 @    $1,500.00    $18,000     $50.00    $50.00

1102   Santa Fe Craftsman                 225     Jan-94      Dec-96     3.00      36 @    $1,548.00    $18,576     $82.56    $82.56

1103   Freshens Yogurt                    225     Nov-87      Oct-99    11.92     143 @    $1,500.00    $18,000     $80.00    $80.00

1104   Things Remembered                  160     Mar-95      Feb-98     3 00      36 @    $1,250.00    $15,000     $93.75    $93.75

2004   Sav-On-Plants (Temp.)            4,257     Jan-95      Dec-96     2.00      24 @      $800.00     $9,600      $2.26     $2.26

2005   Vacant                             530                            0.00       0 @        $0.00         $0      $0.00

2006   Vacant                           1,692                            0.00       0 @        $0.00         $0      $0.00

2008   Great Expectations               1,200     Nov-79      Oct-00    21.00     252 @      $600.00     $7,200      $6.00     $6.00

2010   World Numismatics Gold Dia       1,431     Oct-86      Oct-96    10.00     120 @    $4,770.00    $57,240     $40.00    $40.00

2012   New Nails                          615     Sep-92      Sep-95     6.08      73 @    $1,076.25    $12,915     $21.00    $21.00

2014   Vacant                           1,125                            0.00       0 @        $0.00         $0      $0.00

2016   Payless (% Rent Only)            2,914     Dec-88      Dec-99    11.08     133 @        $0.00         $0      $0.00     $0.00

2018   Vacant                           2,253                            0 00       0 @        $0.00         $0      $0.00

3002   Creative Art (Temp.)             3,125     Feb-96      Feb-97     1.00      12 @      $800.00     $9,600      $3.07     $3.07

3004   Wicker Shop (Temp.)              2,191     Jan-95      Dec-96     2.00      24 @      $800.00     $9,600      $4.38     $4.38

3006   Paul Harris                      2,975     Mar-87      Mar-97    10.00     120 @    $4,958.33    $59,500     $20.00    $20.00

3008   Country Peddler (Temp.)          2,875     Oct-95      Sep-96     1.00      12 @     $800.00     59,600      $3.34      $3.34
</TABLE>



MKTSQRR.XLS                          5/16/96                                   2



                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Mills Road
                                                       DeKalb County, Georgia

                                                         Rent Roll Analysis
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>       <C>       <C>      <C>         <C>         <C>       <C>  
3010   Bentley's Luggage                2,975     Nov-88      Jan-99    10.17     122 @    $4,333.34    $52,000     $17.48    $17.48

3012   Vacant                           3,100                            0.00       0 @        $0.00         $O      $0.00

3014   Romance! (Temp.)                 1,700     Jan-95      Dec-96     2.00      24 @      $800.00     $9,600      $5.65     $5.65

3016   Art To Go (Temp.)                3,125     Feb-96      Dec-96     0.92      11 @      $800.00     $9,600      $3.07     $3.07

3018   Vacant                           7,500                            0.00       0 @        $0.00         $O      $0.00

3020   Gap, The                         3,997     Oct-87      Feb-98    10.33     124 @    $5,662.42    $67,949     $17.00    $17.00

3022   Limited, The                     4,261     Oct-87      Oct-99    12.00     144 @    $4,438.54    $53,262     $12.50    $12.50

3024   Perfect Pretzel                    595     Nov-95      Jul-96     5.75       9 @      $799.78     $9,597     $16.13    $24.03

                                                  Aug-96      Ju1-01               60 @    $1,250.00    $15,000     $25.21

3025   Claire's Boutique                1,050     Sep-87      Aug-97    10.00     120 @    $2,887.50    $34,650     $33.00    $33.00

3026   General Nutrition Center         1,874     Apr-93      Mar-97     8.00      48 @    $1,249.33    $14,992      $8.00    $10.00

                                                  Apr-97      Mar-01               48 @    $1,874.00    $22,488     $12.00

3028   Finish Line                      2,300     Oct-86      Oct-96    10.00     120 @    $5,175.00    $62,100     $27.00    $27.00

3029   Friedman's Jewelers                985     May-94      Apr-99     5.00      60 @    $3,486,90    $41,843     $42.48    $42.48

3030   Merle Norman                       569     Jul-89      Jun-97     7.92      95 @    $1,333.33    $16,000     $28.12    $28.12

3031   Vacant                           1,158                            0.00       0 @        $0.00         $O      $0.00

3032   Vacant                           2,715                            0.00       0 @        $0.00         $O      $0.00

3033   Carlene Research                 1,000     Feb-94      Jan-02     8.00      96 @    $2,000.00    $24,000     $24.00    $24.00
</TABLE>



MKTSQRR.XLS                          5/16/96                                   3



                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Mills Road
                                                       DeKalb County, Georgia

                                                         Rent Roll Analysis
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>       <C>       <C>      <C>         <C>         <C>       <C>  
3034   Kuppenheimer Men's Clothiers     4,500     Oct-86      Oct-96    10.00     120 @    $5,600.00    $67,200     $14.93    $14.93

3036   Vacant                           5,320                            0.00       0 @        $0.00         $O      $0.00

3037   Vacant                           2,820                            0.00       0 @        $0.00         $O      $0.00

3038   Vacant                           1,606                            0.00       0 @        $0.00         $O      $0.00

3040   First Union                      4,755     Oct-86      Jun-00    13.67     164 @    $2,666.67    $32,000      $6.73     $6.73

4002   Vacant                           4,500                            0.00       0 @        $0.00         $O      $0.00

4004   Marks Hallmark Shop              3,319     Oct-86      Aug-96     9.83     118 @    $6,084.83    $73,018     $22.00    $22.00

4006   Casual Corner                    4,891     Oct-92      Sep-97     5.00      60 @    $3,391.09    $40,693      $8.32     $8.32

4008   Mom & Me (Temp.)                 1,500     Aug-95      Jul-96     1.00      12 @      $800.00     $9,600      $6.40     $6.40

4010   Champs (Vacant)                  4,395     Oct-86      Oct-96    10.00     120 @    $4,166.67    $50,000     $11.38    $11.38

4012   Brass Shoppe (Temp.)             2,913     Feb-95      Dec-96     1.92      23 @      $800.00     $9,600      $3.30     $3.30

4014   Avenue, The                      5,797     Oct-86      Oct-98    12.00     144 @    $7,246.25    $86,955     $15.00    $15.00

4016   Vacant                           2,000                            0.00       0 @        $0.00         $O      $0.00

4018   Stuarts                          6,038     Oct-86      Jan-02    15.25     183 @    $2,012.67    $24,152      $4.00     $4.00

4020   Vacant                           2,377                            0.00       0 @        $0.00         $O      $0.00

4022   Great Amer Choc Chip Cookie        624     Oct-86      Oct-96    10.00     120 @    $2,641.67    $31,700     $50.80    $50.80

4026   Vacant                           2,674                            0.00       0 @        $0.00         $O      $0.00

4028   Lechters                         2,530     Oct-86      Oct-98    12.00     144 @    $3,373.33    $40,480     $16.00    $16.00
</TABLE>


MKTSQRR.XLS                          5/16/96                                   4




                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Hills Road
                                                       DeKalb County, Georgia

                                                         Rent Roll Analysis
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>       <C>       <C>      <C>         <C>         <C>       <C>  
4048   U.S. Postal Service              2,264     Sep-93      Oct-96     3.17      38 @    $1,603.67    S19,244     $8.50      $8.50

4050   America's Best Contacts & Ey     4,300     Dec-95      Oct-96     7.92      11 @    $3,583.33    $43,000    $10.00     $12.53

                                                  Nov-96      Oct-00               48 @    $4,300.00    $51,600    $12.00   

                                                  Nov-00      Oct-03               36 @    $5,016.67    $60,200    $14.00   

4052   Vacant                             412                            0.00       0 @        $0.00         $0     $0.00   

4054   C.F. Regional Office             4,608     Oct-86      Oct-96    10.08     121 @    $3,320.00    $39,840     $8.65      $8.65

5009   Stein Mart                      40,093     Aug-93      Apr-03     9.75     117 @   $25,058.13   $300,698     $7.50      $7.50

6001   Vacant                           2,363                            0.00       0 @        $0.00         $0     $0.00   

6002   Everything's a Dollar            3,020     Nov-87      Nov-97    10.08     121 @    $4,530.00    $54,360    $18.00     $18.00

6003   Shoe Repair (% Rent Only)          741     May-92      Apr-97     5.00      60 @        $0.00         $0     $0.00      $0.00

6004   Network Paging                     458     Jul-95      Jun-97     2.00      24 @    $1,000.00    $12,000    $26.20     $26.20

6006   Camelot Musk, Inc.               2,617     Oct-86      Oct-98    12.00     144 @    $5,234.00    $62,808    $24.00     $24.00

6008   Coles The Book People            2,861     Oct-86      Oct-96    10.00     120 @    $5,483.58    $65,803    $23.00     $23.00

6010   ACOG (% Rent Only)                 634     Oct-93      Sep-96     3.00      36 @        $0.00         $0     $0.00      $0.00

6012   A Beauty Store                     897     Dec-92      Nov-99     7.00      84 @    $2,093.00    $25,116    $28.00     $28.00

6014   Foot Locker                      2,577     Oct-86      Oct-96    10.00     120 @    $6,013.00    $72,156    $28.00     $28.00

6015   Wolf Camera & Video              1,550     Aug-87      Jul-97    10.00     120 @    $3,875.00    $46,500    $30.00     $30.00

6016   Radio Shack                      2,322     May-87      May-97    10.00     120 @    $2,902.50    $34,830    $15.00     $15.00
</TABLE>


MKTSQRR.XLS                          5/16/96                                   5




                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highwey @ North Druid Hills Road
                                                       DeKalb County, Georgia

                                                         Rent Roll Analysis
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                              <C>       <C>         <C>       <C>       <C>      <C>         <C>         <C>       <C>  
6018   Vacant                            1,810                           0.00       0 @        $0.00         $O      $0.00

6019   Hair Cuttery, The                   975    Mar-91      Mar-01    10.00     120 @    $1,625.00    $19,500     $20.00    $20.00

6020   Vacant (Former Cinema)           17,500                           0.00       0 @        $0.00         $O      $0.00

7002   Naturalizer Shoes                   838    Sep-87      Aug-97    10.00     120 @    $2,297.52    $27,570     $32.90    $32.90

7004   Barnie's Coffee & Tea               863    Dec-88      Dec-96     8.08      97 @    $3,354.17    $40,250     $46.64    $46.64

7012   Rack Room Shoes                   4,528    Apr-93      Feb-03     9.92     119 @    $5,660.00    $67,920     $15.00    $15.00

7016   Shirin Jewelers                     912    Oct-86      Jan-97    10.25     123 @    $3,800.00    $45,600     $50.00    $50.00

7018   Vacant                              760                           0.00       0 @        $0.00         $O      $0.00

7020   Yummies (Temp.)                     610    Mar-96      Dec-96     0.83      10 @      $600.00     $7,200     $11.80    $11.80

7022   Mitchell's Formal Wear            1,152    Nov-90      Nov-97     7.08      85 @    $1,875.00    $22,500     $19.53    $19.53

7026   Wendy's                           1,060    Jun-94      May-04     9.92     119 @    $2,916.66    $35,000     $33.02    $33.02

7028   Gorin's Homemade Cafe               562    Aug-93      Aug-96    10.08      37 @    $1,709.89    $20,519     $36.51    $41.87

                                                  Sep-96      Aug-98               24 @    $1,875.21    $22,502     $40.04

                                                  Sep-98      Aug-01               36 @    $2,083.15    $24,998     $44.48

                                                  Sep-01      Aug-03               24 @    $2,249.87    $26,998     $48.04

7030   Pita Palace                         776    Dec-89      Dec-97     8.08      97 @    $1,833.34    $22,000     $28.35    $28.35

7032   Tepanyaki Japanese Fast Food        803    Dec-91      Dec-01    10.08     121 @    $1,666.67    $20,000     $24.91    $24.91

7034   Luca Pizza                          940    Oct-86      Oct-98    12.00     144 @    $2,083.33    $25,000     $26.60    $26.60
</TABLE>


MKTSQRR.XLS                          5/16/96                                   6



                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>                 

<TABLE>
<CAPTION>


                                            Portion of Market Square @ North DeKalb Mall
                                           Lawrenceville Highway @ North Druid Mills Road
                                                       DeKalb County, Georgia

                                                         Rent Roll Analysis
====================================================================================================================================
                                                    Lease Term                                                               Average
                                              ------------------------                                             Annual     Annual
                                       Square     Lease       Lease      Term               Monthly  Annual Rent    Rent       Lease
Suite          Tenant                   Feet  Commencement Termination  (Yrs.)   Months      Rent       Total      Per SF      Rate
====================================================================================================================================
<S>    <C>                             <C>        <C>         <C>       <C>       <C>      <C>         <C>         <C>       <C>  
7036   Chinese Combo King                 866     Oct-86      Oct-96    10.00     120 @    $3,333.33    $40,000     $46.19    $46.19

7038   Vacant                             562                            0.00       0 @        $0.00         $0      $0.00

7040   Chick-Fil-A                      1,174     Nov-93      Jan-05    11.25     135 @    $4,934.71    $59,217     $50.44    $50.44

9003   Vacant (Former Phar Mor)        75,000                            0.00       0 @        $0.00         $0      $0.00
====================================================================================================================================
                 Occupied Area        205,728                                                                         
                 Vacant Area          153,150                                                                        
                                      -------                                                                        
                 Total Area           358,878
</TABLE>



MKTSQRR.XLS                          5/16/96                                   7




                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                            Portion of Market Square ~ North DeKalb Mall
                                           Lawrenceville Highway ~ North Druid Hills Road
                                                       DeKalb County, Georgia

                                                     Rent Roll Analysis Summary

====================================================================================================================================
                                   Total             Percent
====================================================================================================================================
Total Area
<S>                              <C>                  <C>                    <C>                                            <C>
Gross Leasable Area              358,878 SF           100.00%                Number of Tenants                                  74

Occupied                         205,728 SF            57.33%                Average Tenant Size                             2,780
                                 -------               -----

Vacant                           153,150 SF            42.67%                Average Minimum Rental Rate                    $12.74

                                                                               (Weighted)
                                                                            
Anchor Space                                                                

Gross Leasable Area              115,093 SF           100.00%                Number of Tenants                                   1

Occupied                          40,093 SF            34.84%                Average Tenant Size                            40,093
                                  ------               -----

Vacant                            75,000 SF            65.16%                Average Minimum Rental Rate                     $7.50

                                                                                (Weighted)
Small Shop Area                                                             

Gross Leasable Area              243,785 SF           100.00%                Number of Tenants                                  73

Occupied                         165,635 SF            67.94%                Average Tenant Size                             2,269
                                 -------               -----

Vacant                            78,150 SF            32.06%                Average Minimum Rental Rate                    $14.00

                                                                                (Weighted)                              
====================================================================================================================================
</TABLE>


MKTSQRR.XLS                          5/16/96                                   1




                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                              EXHIBIT D - EXPIRATION REPORT
================================================================================








                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                       MARKET SQUARE MALL-DECATUR, GEORGIA
                            PROJECT DESIGNATOR: MKS2
                            REVISION: 5/16/96 @ 11:43
                                EXPIRATION REPORT
                         YEARS 1996 TO 2004, ALL TENANTS
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS EXCLUDING CPI ADJUSTMENTS,
                           EXCLUDING PERCENTAGE RENTS
                                 5/22/96 @ 15:16

<TABLE>
<CAPTION>
                                    TERM/ BASE                         TOTAL      MARKET
      TENANT           SQUARE FT     END DATE    RENT/SF   RECV/SF    RENT/SF    RENT/SF
- --------------------   ---------    ----------   -------   -------    -------    -------
<S>                       <C>        <C>           <C>      <C>         <C>        <C> 
# 1-SUITE 1002                        INITIAL
Kaybee Toy Storage         2,200       4/1996       0.23      0.00       0.23       0.50

# 12-SUITE 1022                       INITIAL
Chick-Fil-A Storag         1,108       5/1996       0.67      0.00       0.67       0.50
                         -------                   -----     -----      -----      -----
2 FY 96 EXPIRATIONS        3,308                    0.38      0.00       0.38       0.50


# 59-SUITE 4008                       INITIAL
Mom & Me (Temp.)           1,500       7/1996       6.40      0.64       7.04       6.00

# 57-SUITE 4004                       INITIAL
Harks Hallmark Sho         3,319       8/1996      22.00      7.15      29.15      15.00

# 14-SUITE 1023                       INITIAL
Gorin's Storage               90       8/1996       5.60      0.00       5.60       5.50

# 34-SUITE 3008                       INITIAL
COUNTRY (MOVE OUT)         2,875       9/1996       3.34      0.33       3.67       3.50

# 45-SUITE 3028                       INITIAL
Finish Line                2,300      10/1996      27.00      7.53      34.53      15.00

# 66-SUITE 4022                       INITIAL
Great Amer Choc Ch           624      10/1996      50.81      7.13      57.94      25.00

# 69-SUITE 4048                       INITIAL
U.S. Postal Servic         2,264      10/1996       8.50      5.76      14.26      10.00

# 72-SUITE 4054                       INITIAL
C.F. Regional Offi         4,608      10/1996       8.65      0.00       8.65      10.00

# 79-SUITE 6008                       INITIAL
Coles The Book Peo         2,861      10/1996      23.00      7.15      30.15      15.00

# 82-SUITE 6014                       INITIAL
Foot Locker                2,577      10/1996      28.00      7.34      35.34      15.00

#100-SUITE 7036                       INITIAL
Chinese Combo King           866      10/1996      46.18     20.44      66.62      40.00

# 87-SUITE 6020                       INITIAL
VACANT CINEPLEX           17,000      11/1996       0.00      0.00       0.00       0.00

#103-SUITE 9003                       INITIAL
VACANT PHAR-MOR           75,000      11/1996       0.00      0.00       0.00       0.00

# 38-SUITE 3016                       INITIAL
Art To Go (Temp.)          3,125      12/1996       3.07      0.31       3.38       3.50

# 19-SUITE 1102                       INITIAL
Santa Fe Craftsman           225      12/1996      82.56      7.95      90.51      90.00
</TABLE>





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 2

<TABLE>
<CAPTION>
                                    TERM/ BASE                         TOTAL      MARKET
      TENANT           SQUARE FT     END DATE    RENT/SF   RECV/SF    RENT/SF    RENT/SF
- --------------------   ---------    ----------   -------   -------    -------    -------
<S>                       <C>        <C>           <C>      <C>         <C>        <C> 
# 22-SUITE 2004                       INITIAL
Sav-On-Plants (Tem         4,257      12/1996       2.26      0.23       2.48       3.50

# 13-SUITE 1022                       INITIAL
Barnie's Storage           1,108      12/1996       0.45      0.00       0.45       0.50

# 32-SUITE 3004                       INITIAL
Wicker Shop (Temp.         2,191      12/1996       4.38      0.44       4.82       3.50

# 18-SUITE 1101                       INITIAL
Sunglass Hut                 225      12/1996      80.00      7.95      87.95      90.00

# 93-SUITE 7020                       INITIAL
Yummies (Temp.)              610      12/1996      11.80      1.18      12.98       6.00

# 61-SUITE 4012                       INITIAL
Brass Shoppe (Temp         2,913      12/1996       3.30      0.33       3.63       3.50

# 37-SUITE 3014                       INITIAL
Romance! (Temp.)           1,700      12/1996       5.65      0.56       6.21       6.00

# 91-SUITE 7016                       INITIAL
Shirin Jewelers              912       1/1997      50.00      7.07      57.07      45.00

# 8-SUITE 1016                        INITIAL
Kaybee Toys                3,009       1/1997      19.00      7.59      26.59      15.00

# 31-SUITE 3002                       INITIAL
CREATIVE (TEMP.)           3,125       2/1997       3.07      0.31       3.38       3.50

# 33-SUITE 3006                       INITIAL
Paul Harris                2,975       3/1997      20.00      7.93      27.93      15.00

# 84-SUITE 6016                       INITIAL
Radio Shack                2,322       5/1997      15.00      7.82      22.82      15.00
                         -------                   -----     -----      -----      -----
27 FY 97 EXPIRATIONS     144,581                    5.00      1.37       6.37       4.01
                         -------                   -----     -----      -----      -----
29 CUMULATIVE EXPS       147,889                    4.89      1.34       6.24       3.93


# 47-SUITE 3030                       INITIAL
Merle Norman                 569       6/1997      28 11      7.04      35.16      25.00

# 77-SUITE 6004                       INITIAL
Network Paging               458       6/1997      26.20      7.05      33.25      25.00

# 83-SUITE 6015                       INITIAL
Wolf Camera & Vide         1,550       7/1997      30.00      7.06      37.06      20.00

# 88-SUITE 7002                       INITIAL
Naturalizer Shoes            838       8/1997      32.91      8.39      41.30      22.00

# 43-SUITE 3025                       INITIAL
Claire's Boutique          1,050       8/1997      33.01      8.39      41.39      22.00

# 58-SUITE 4006                       INITIAL
Casual Corner              4,891       9/1997       8.32      6.97      15.29      10.00

# 75-SUITE 6002                       INITIAL
Everything's a Dot         3,020      11/1997      18.00      7.59      25.59      15.00
</TABLE>





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 3
<TABLE>
<CAPTION>
                                    TERM/ BASE                         TOTAL      MARKET
      TENANT           SQUARE FT     END DATE    RENT/SF   RECV/SF    RENT/SF    RENT/SF
- --------------------   ---------    ----------   -------   -------    -------    -------
<S>                       <C>        <C>           <C>      <C>         <C>        <C> 
# 94-SUITE 7022                       INITIAL
Mitchell's Formal          1,152      11/1997      19.53      6.13      25.66      22.00

# 97-SUITE 7030                       INITIAL
Pita Palace                  776      12/1997      28.35     19.36      47.71      40.00

# 40-SUITE 3020                       INITIAL
Gap, The                   3,997       2/1998      17.00      7.41      24.41      10.00

# 11-SUITE 1021                       INITIAL
Things-Storage                90       2/1998       5.60      0.00       5.60       5.50

# 21-SUITE 1104                       INITIAL
Things Remembered            160       2/1998      93.75      8.02     101.78      90.00

# 1-SUITE 1002                      RENEWAL 1
Kaybee Toy Storage         2,200       4/1998       0.50      0.00       0.50       0.50

# 12-SUITE 1022                     RENEWAL 1
Chick-Fil-A Storag         1,108       5/1998       0.67      0.00       0.67       0.50
                         -------                   -----     -----      -----      -----
14 FY 98 EXPIRATIONS      21,859                   16.54      6.59      23.13      13.97
                         -------                   -----     -----      -----      -----
43 CUMULATIVE EXPS       169,748                    6.39      2.02       8.41       5.22

# 59-SUITE 4008                     RENEWAL 1
Mom & Me (Temp.)           1,500       7/1998       6.40      0.64       7.04       6.00

# 14-SUITE 1023                     RENEWAL 1
Gorin's Storage               90       8/1998       5.60      0.00       5.60       5.50

# 34-SUITE 3008                     RENEWAL 1
COUNTRY (MOVE OUT)         2.875       9/1998       3.50      0.35       3.85       3.50

# 27-SUITE 2012                       INITIAL
New Nails                    615       9/1998      21.00      7.32      28.31      25.00

# 78-SUITE 6006                       INITIAL
Camelot Music, Inc         2,617      10/1998      24.00      8.13      32.13      15.00

# 99-SUITE 7034                       INITIAL
Luca Pizza                   940      10/1998      26.59     23.21      49.80      40.00

# 68-SUITE 4028                       INITIAL
Lechters                   2,530      10/1998      16.00      8.07      24.07      15.00

# 62-SUITE 4014                       INITIAL
Avenue, The                5,797      10/1998      15.00      7.31      22.31      10.00

# 13-SUITE 1022                     RENEWAL 1
Barnie's Storage           1,108      12/1998       0.50      0.00       0.50       0.51

# 93-SUITE 7020                     RENEWAL 1
Yummies (Temp.)              610      12/1998      11.80      1.18      12.98       6.12

# 37-SUITE 3014                     RENEWAL 1
Romance' (Temp.)           1,700      12/1998       6.00      0.60       6.60       6.12

# 22-SUITE 2004                     RENEWAL 1
Sav-On-Plants (Tem         4,257      12/1998       3.50      0.35       3.85       3.57
</TABLE>






                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                                          PAGE 4

<TABLE>
<CAPTION>
                                    TERM/ BASE                         TOTAL      MARKET
      TENANT           SQUARE FT     END DATE    RENT/SF   RECV/SF    RENT/SF    RENT/SF
- --------------------   ---------    ----------   -------   -------    -------    -------
<S>                       <C>        <C>           <C>      <C>         <C>        <C> 
# 38-SUITE 3016                     RENEWAL 1
Art To Go (Temp.)          3,125      12/1998       3.50      0.35       3.85       3.57

# 32-SUITE 3004                     RENEWAL 1
Wicker Shop (Temp.         2,191      12/1998       4.38      0.44       4.82       3.57

# 61-SUlTE 4012                     RENEWAL 1
Brass Shoppe (Temp         2,913      12/1998       3.50      0.35       3.85       3.57

# 35-SUITE 3010                       INITIAL
Bentley's Luggage          2,975       1/1999      17.48     8.99       26.46      15.30

# 7-SUITE 1014                        INITIAL
Babbages                   1,561       1/1999      26.27     7.58       33.85      20.40

# 31-SUITE 3002                     RENEWAL 1
CREATIVE (TEMP.)           3,125       2/1999       3.50      0.35       3.85       3.57

# 46-SUITE 3029                       INITIAL
Friedman's Jeweler           985       4/1999      42.48     8.33       50.81      45.90
                         -------                   -----     -----      -----      -----
19 FY 99 EXPIRATIONS      41,514                   11.02     4.01       15.04       9.65
                         -------                   -----     -----      -----      -----

62 CUMULATIVE EXPS       211,262                    7.30      2.41       9.71       6.09

# 20-SUITE 1103                       INITIAL
Freshens Yogurt              225      10/1999      80.00     7.57       87.57      91.80

# 41-SUITE 3022                       INITIAL
Limited, The               4,261      10/1999      12.50     8.07       20.57      10.20

# 17-SUITE 1100                       INITIAL
FRESHENS STORAGE              56      10/1999      15.21     9.21       24.43       5.61

# 81-SUITE 6012                       INITIAL
A Beauty Store               897      11/1999      28.00     7.57       35.57      22.44

# 9-SUITE 1018                        INITIAL
Challenges                 3,000       1/2000      23.67     8.53       32.20      15.61

# 11-SUITE 1021                     RENEWAL 1
Things-Storage                90       2/2000       5.60      0.00       5.60       5.72

# 1-SUITE 1002                      RENEWAL 2
Kaybee Toy Storage         2,200       4/2000       0.50      0.00       0.50       0.52

# 12-SUITE 1022                     RENEWAL 2
Chick-Fil-A Storag         1,108       5/2000       0.67      0.00       0.67       0.52
                         -------                   -----     -----      -----      -----
8 FY100 EXPIRATIONS       11,837                   14.41     5.83       20.24      11.29
                         -------                   -----     -----      -----      -----
70 CUMULATIVE EXPS       223,099                    7.68      2.59      10.27       6.37


# 55-SUITE 3040                       INITIAL
First Union                4,755       6/2000       6.73      3.79      10.52      10.40

# 59-SUITE 4008                     RENEWAL 2
Mom & Me (Temp.)           1,500       7/2000      12.71     1.27       13.98       6.24
</TABLE>





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 5

<TABLE>
<CAPTION>
                                    TERM/ BASE                         TOTAL      MARKET
      TENANT           SQUARE FT     END DATE    RENT/SF   RECV/SF    RENT/SF    RENT/SF
- --------------------   ---------    ----------   -------   -------    -------    -------
<S>                       <C>        <C>           <C>      <C>         <C>        <C> 
# 14-SUITE 1023                     RENEWAL 2
Gorin's Storage               90       8/2000       5.60      0.00       5.60       5.72

# 34-SUITE 3008                     RENEWAL 2
Country (MOVE OUT)         2,875       9/2000       3.50      0.35       3.85       3.64

# 25-SUITE 2008                       INITIAL
Great Expectations         1,200      10/2000       6.00      7.73      13.73      22.89

# 32-SUITE 3004                     RENEWAL 2
Wicker Shop (Temp.         2,191      12/2000      11.67      1.17      12.83       3.71

# 93-SUITE 7020                     RENEWAL 2
Yummies (Temp.)              610      12/2000      11.80      1.18      12.98       6.37

# 38-SUlTE 3016                     RENEWAL 2
Art To Go (Temp.)          3,125      12/2000       3.57      0.36       3.93       3.71

# 13-SUlTE 1022                     RENEWAL 2
Barnie's Storage           1,108      12/2000       0.51      0.00       0.51       0.53

# 61-SUITE 4012                     RENEWAL 2
Brass Shoppe (Temp         2,913      12/2000       3.57      0.36       3.93       3.71

# 37-SUITE 3014                     RENEWAL 2
Romance! (Temp.)           1,700      12/2000       6.12      0.61       6.73       6.37

# 22-SUITE 2004                     RENEWAL 2
Sav-On-Plants (Tem         4,257      12/2000       3.57      0.36       3.93       3.71

# 31-SUITE 3002                     RENEWAL 2
CREATIVE (TEMP.)           3,125       2/2001       3.57      0.36       3.93       3.71

# 44-SUITE 3026                       INITIAL
General Nutrition          1,874       3/2001      12.00      9.23      21.23      21.22

# 86-SUITE 6019                       INITIAL
Hair Cuttery, The            975       3/2001      20.00      8.95      28.95      23.35
                         -------                   -----     -----      -----      -----
15 FY101 EXPIRATIONS      32,298                    6.27      2.02       8.29       7.22
                         -------                   -----     -----      -----      -----
85 CUMULATIVE EXPS       255,397                    7.50      2.52      10.02       6.48


# 42-SUITE 3024                       INITIAL
Perfect Pretzel              595       7/2001      25.21      8.19      33.40      26.53

# 17-SUITE 1100                     RENEWAL 1
FRESHENS STORAGE              56      10/2001      15.21      0.00      15.21       5.84

# 98-SUITE 7032                       INITIAL
Tepanyaki Japanese           803      12/2001      24.91     25.51      50.42      43.30

# 50-SUITE 3033                       INITIAL
Carlene Research           1,000       1/2002      24.00      8.47      32.47      23.81

# 11-SUITE 1021                     RENEWAL 2
Things-Storage                90       2/2002       5.73      0.00       5.73       5.95

# 1-SUITE 1002                      RENEWAL 3
Kaybee Toy Storage         2,200       4/2002       0.52      0.00       0.52       0.54
</TABLE>





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                          PAGE 6

<TABLE>
<CAPTION>
                                    TERM/ BASE                         TOTAL      MARKET
      TENANT           SQUARE FT     END DATE    RENT/SF   RECV/SF    RENT/SF    RENT/SF
- --------------------   ---------    ----------   -------   -------    -------    -------
<S>                       <C>        <C>           <C>      <C>         <C>        <C> 
# 12-SUITE 1022                     RENEWAL 3
Chick-Fil-A Storag         1,108       5/2002       0.67      0.00       0.67       0.54
                         -------                   -----     -----      -----      -----
7 FY102 EXPIRATIONS        5,852                   10.64      5.78      16.42      13.16
                         -------                   -----     -----      -----      -----
92 CUMULATIVE EXPS       261,249                    7.57      2.59      10.17       6.63


# 59-SUITE 4008                     RENEWAL 3
Mom ~ Me (Temp.)           1,500       7/2002      13.23      1.32      14.55       6.49

# 14-SUITE 1023                     RENEWAL 3
Gorin's Storage               90       8/2002       5.73      0.00       5.73       5.95

# 34-SUITE 3008                     RENEWAL 3
COUNTRY (MOVE OUT)         2,875       9/2002       3.64      0.36       4.00       3.79

# 22-SUITE 2004                     RENEWAL 3
Sav-on-Plants (Tem         4,257      12/2002       3.72      0.37       4.09       3.86

# 93-SUITE 7020                     RENEWAL 3
Yummies (Temp.)              610      12/2002      11.80      1.18      12.98       6.62

# 32-SUITE 3004                     RENEWAL 3
Wicker Shop (Temp.         2,191      12/2002      12.14      1.21      13.35       3.86

# 38-SUITE 3016                     RENEWAL 3
Art To Go (Temp.)          3,125      12/2002       3.71      0.37       4.09       3.86

# 37-sUITE 3014                     RENEWAL 3
Romance! (Temp.)           1,700      12/2002       6.37      0.64       7.01       6.62

# 61-SUITE 4012                     RENEWAL 3
Brass Shoppe (Temp         2,913      12/2002       3.72      0.37       4.09       3.86

# 13-SUITE 1022                     RENEWAL 3
Barnie's Storage           1,108      12/2002       0.53      0.00       0.53       0.55

# 64-SUITE 4018                       INITIAL
Stuarts                    6,038      12/2002       4.00      1.36       5.36      11.04

# 90-SUITE 7012                       INITIAL
Rack Room Shoes            4,528       2/2003      15.00      9.56      24.56      11.04

# 31-SUITE 3002                     RENEWAL 3
CREATIVE (TEMP.)           3,125       2/2003       3.71      0.37       4.09       3.86
                         -------                   -----     -----      -----      -----
13 FY103 EXPIRATIONS      34,060                    6.40      1.88       8.28       6.28
                         -------                   -----     -----      -----      -----
105 CUMULATIVE EXPS      295,309                    7.44      2.51       9.95       6.59


# 96-SUITE 7028                       INITIAL
Gorin's Homemade C           562       8/2003      48.04     34.95      83.00      44.16

# 57-SUITE 4004                     RENEWAL 1
Harks Hallmark Sho         3,319       8/2003      22.00      9.09      31.09      16.56

# 79-SUITE 6008                     RENEWAL 1
Coles The Book Peo         2,861      10/2003      23.00      9.09      32.10      16.56
</TABLE>





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                                          PAGE 7

<TABLE>
<CAPTION>
                                    TERM/ BASE                         TOTAL      MARKET
      TENANT           SQUARE FT     END DATE    RENT/SF   RECV/SF    RENT/SF    RENT/SF
- --------------------   ---------    ----------   -------   -------    -------    -------
<S>                       <C>        <C>           <C>      <C>         <C>        <C> 
# 17-SUITE 1100                     RENEWAL 2
FRESHENS STORAGE              56      10/2003      15.21      0.00      15.21       6.07

# 45-SUITE 3028                     RENEWAL 1                                     
Finish Line                2,300      10/2003      27.00      9.09      36.09      16.56

# 69-SUlTE 4048                     RENEWAL 1                                     
U.S. Postal Servic         2,264      10/2003      10.00      9.09      19.09      11.04

# 82-SUITE 6014                     RENEWAL 1                                     
Foot Locker                2,577      10/2003      28.00      9.09      37.09      16.56

# 70-SUITE 4050                       INITIAL                                     
America's Best Con         4,300      10/2003      14.00      4.74      18.74      11.04

# 66-SUITE 4022                     RENEWAL 1                                     
Great Amer Choc Ch           624      10/2003      50.81      9.10      59.90      27.60

# 72-SUITE 4054                     RENEWAL 1                                     
C.F. Regional Offi         4,608      10/2003      10.00      9.09      19.09      11.04

# 18-SUITE 1101                     RENEWAL 1                                     
Sunglass Hut                 225      12/2003      90.03      9.07      99.09     101.35

# 19-SUITE 1102                     RENEWAL 1                                     
Santa Fe Craftsman           225      12/2003      90.03      9.07      99.09     101.35

# 91-SUITE 7016                     RENEWAL 1                                     
Shirin Jewelers              912       1/2004      50.00      9.45      59.45      50.68

# 8-SUITE 1016                      RENEWAL 1                                     
Kaybee Toys                3,009       1/2004      19.00      9.45      28.45      16.89

# 11-SUITE 1021                     RENEWAL 3                                     
Things-Storage                90       2/2004       6.00      0.00       6.00       6.19

# 33-SUITE 3006                     RENEWAL 1                                     
Paul Harris                2,975       3/2004      20.00      9.45      29.45      16.89

# 1-SUITE 1002                      RENEWAL 4                                     
Kaybee Toy Storage         2,200       4/2004       0.54      0.00       0.54       0.56

# 12-SUITE 1022                     RENEWAL 4                                     
Chick-Fil-A Storag         1,108       5/2004       0.67      0.00       0.67       0.56

# 84-SUITE 6016                     RENEWAL 1                                     
Radio Shack                2,322       5/2004      15.00      9.45      24.45      16.89

# 95-SUITE 7026                       INITIAL                                     
Wendy's                    1,060       5/2004      33.02     26.30      59.32      39.42
                         -------                   -----     -----      -----      -----
20 FY104 EXPIRATIONS      37,597                   19.59      8.72      28.31      16.63
                         -------                   -----     -----      -----      -----
125 CUMULATIVE EXPS      332,906                    8.81      3.21      12.02       7.72
</TABLE>




                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                     EXHIBIT E -LEASE BRIEF
================================================================================











                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                                LEASE BRIEF
================================================================================

Lessee                    American Multi-Cinema, Inc.

Term:                     20 Years starting in late 1996

Premises:                 62.500 SF. in 16 auditoriums with a total of 
                          3,000 seats

Fixed Rent:               $799,500/year ($12.21/SF), however, rent abatement is
                          $1,000,000 from fixed rent and other charges. 

Percentage Rent           10% of sales between $7,000,000 and $9,460,000
                          0% of sales between $9,460,000 and $13,068,750
                          8% of sales over $13,068,750

Options:                  Two 5-year periods at the same terms and conditions

Recovery Provisions:      Tenant will pay its pro rata share of taxes and 
                          insurance, but no CAM reimbursement. Pro rata share is
                          based on the greater of center GLA (excludes anchor 
                          owned GLA) or 300,000 SF.

Miscellaneous:            Construction allowance = $1,850,000
                          Landlord is responsible for roof and structural 
                          repairs.





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                       EXHIBIT F - NEIGHBORHOOD PHOTOGRAPHS
================================================================================








                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                     NEIGHBORHOOD PHOTOGRAPHS
================================================================================


                                     [PHOTO]

                                [GRAPHIC OMITTED]

               Strip Center on One of the Access Roads to the Mall
                           From North Druid Hills Road




                                     [PHOTO]

                                [GRAPHIC OMITTED]



                 Free Standing Retail on North Druid Hills Road
                           Near Lawrenceville Highway





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                     Neighborhood Photographs
===============================================================================








                                     [PHOTO]

                                [GRAPHIC OMITTED]



                     North Druid Hills Road - View Northwest








                                     [PHOTO]

                                [GRAPHIC OMITTED]



                     Lawrenceville Highway - vIEW nORTHEASE
                  From Intersection with North Druid Hills Road










                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                     Neighborhood Photographs
=============================================================================







                                     [PHOTO]

                                [GRAPHIC OMITTED]



                     Lawrenceville Highway - View Southwest
                 Toward Intersection with North Druid Hills Road






                                     [PHOTO]

                                [GRAPHIC OMITTED]



                       Shamrock Plaza Neighborhood Center
                   North Druid Hills Road Across From Subject





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                                     Neighborhood Photographs
===============================================================================



                                     [PHOTO]

                                [GRAPHIC OMITTED]



           Cub Foods Anchor in North DeKalb Square Neighborhood Center
                   Lawrenceville Highway Northeast of Subject




                                     [PHOTO]

                                [GRAPHIC OMITTED]




                    Shop Space in North DeKalb Square Center





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




              EXHIBIT G - PROFESSIONAL QUALIFICATIONS OF APPRAISER
===============================================================================





                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>




                                        QUALIFICATIONS OF LUTEN L. TEATE, MAI
===============================================================================

Real Estate Background:

     Senior Appraiser with Cushman 8 Wakefield of Georgia, Inc., since April,
     1981.

     Three years previous experience as associate appraiser with Couch &
     Associates (firm acquired by Cushman & Wakefield in April, 1981).

     Previously, four years experience as real estate title examiner for several
     local law firms.

Membership and Professional Activities:

     Member, Appraisal Institute (MAI)
     Licensed Real Estate Salesman (Georgia)
     Certified Real Estate Appraiser, Georgia No. CG001389
     Stated Certified General Real Estate Appraiser, Tennessee No. CG-1080
     Member of Cushman & Wakefield's Regional Mall Valuation Committee

Clients for Recent Assignments Include:

     Deutsche Bank Realty Advisors
     First National Bank of Boston 
     First National Bank of Chicago 
     Mitsubishi Motor Sales 
     The RREEF Funds 
     Allied Systems
     Textron Financial Corporation 
     American Real Estate Group 
     Swiss Bank 
     First Union Bank 
     Fogelman Properties 
     Citicorp Real Estate, Inc. 
     Wachovia Bank
     Metric Realty Services 
     MB Caradon/Healey & Baker Real Estate

Scope of Services:

     Most recently engaged in consultation and valuation service involving both
     improved and unimproved properties predominantly in the southeastern United
     States. Also market and feasibility studies. Primary recent experience has
     been in valuation of Class A, COD, office towers and regional shopping
     malls around the United States.

Education:

     Emory University- B.A. (Economics) 
     Georgia State University - various post graduate real estate courses. 
     Appraisal Institute - Litigation Valuation Course, Case Studies in
     Valuation, Standards of Professional Practice, Valuation Analysis,
     Courses 101 and 201.






                                                                      CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>



[LOGO]                Koeppel Tener Real Estate Services, Inc.
                      575 Lexington Avenue, New York, NY 10022-6102
                      212 906-9400 Fax 212 935-5935                  
                                                          KTR FILE NO. 1-1-97064

   NEW YORK, NY
LOS ANGELES, CA
    CHICAGO, IL
    SEATTLE, WA
ALBUQUERQUE, NM
     DALLAS. TX
 PISCATAWAY, NJ





                          SUMMARY UPDATE APPRAISAL OF
                                 THE RITZ PLAZA
                              235 WEST 48TH STREET
                               NEW YORK, NEW YORK

















<PAGE>


[LOGO]                Koeppel Tener Real Estate Services, Inc.
                      575 Lexington Avenue, New York, NY 10022-6102
                      212 906-9400 Fax 212 935-5935                  
                                                          
                      
   NEW YORK, NY       Mr. Nicolas Rancourt                        April 10, 1997
LOS ANGELES, CA       Manager, Acquisition         
    CHICAGO, IL       CS Ritz Holdings, L.P.       
    SEATTLE, WA       c/o Goodman Phillips Vineberg
ALBUQUERQUE, NM       430 Park Avenue - 10th Floor 
     DALLAS, TX       New York, New York 10021     
 PISCATAWAY, NJ       



Re:     Ritz Plaza
        235-37 West 48th Street
        New York, New York

Dear Mr. Rancourt:

Pursuant to your request, we have performed an update appraisal of the above
referenced property. The value estimates are predicated on market conditions
existing as of the date of the recent inspection, March 31, 1997. The analyses,
opinions, assumptions, and conclusions were prepared by the undersigned.
Additionally, this report is to be read in with our self-contained narrative
appraisal report (KTR # 1-1-96146, dated August 16, 1996, the "Report"). As the
contents of this report are specific to updating the information and conclusions
presented within the Report, the appraiser is not responsible for any
unauthorized use of this update appraisal report. This reporting format of a
summary appraisal is in compliance with the specific guidelines of Standard 2-2
of USPAP. Furthermore, this report is subject to the attached Certification of
Appraisal and Basis Assumptions and Limiting Conditions.

Situated as noted, 235-37 West 48th Street (the Ritz Plaza), New York, New York
(the "subject property") is a 40-story plus basement multi-family rental
apartment building constructed in 1990 and comprising 479 apartments, a
multi-level garage (licensed capacity of 158 cars), 22,086 square feet of
commercial office space and a 2,932 square foot grade-level retail unit.
Additionally, the subject property contains approximately 3,000 square feet of
office area used as building management/rental office area. Amenities include a
fully-equipped health club, a roof-top sundeck and on-site valet service.

The building contains 493,367 square feet of gross building area, of which
469,267 square feet is estimated as the above-grade gross building area. The
rentable area allocated to the residential units is noted as 341,261 square
feet, not including the 976 square foot 2-bedroom superintendent's unit.

                                                                 (Continued ...)
<PAGE>


[LOGO]           Koeppel Tener Real Estate Services, Inc.
                 Valuation Division

                 Mr. Nicolas Rancourt                             April 10, 1997
                 CS Ritz Holdings, L.P.                                   Page 2


The residential component is encumbered by statutory leases offering certain
protections and rights to the tenancy. These rent regulations limit the
landlord's ability to raise residential rents and provide for indefinite rights
of renewal leases to the tenancy. These restrictions will terminate coincident
with the expiration of the applicable 421-a real estate tax exemption and
abatement program benefits. The 421-a program benefits reduce the real estate
tax liability for qualifying properties. These benefits are scheduled to be
phased-out by the July 2001 fiscal tax year. The incremental present value of
the real estate tax savings attributable to the remaining 421-a program
benefits has been estimated to be $2,400,000 of the value conclusion presented
herein.

The commercial leaseholds are held by AT&T and the GSA, having expiration dates
during the 2000 calendar year. The retail unit is tenanted by a non-credit
restaurant, with an expiration date during 2010. The garage element is net
leased to an operator and also has an expiration date during 2010.

The purpose of the appraisal is the estimation of the current Market Value of
the Leased Fee Interest in the subject property as of the recent date of
inspection, March 31, 1997.

Attached is our summary appraisal which describes our investigation and
analyses, together with Certification, Basic Assumptions and Limiting
Conditions, upon which we have based our opinions of value of The Ritz Plaza,
235 West 48th Street, New York, New York.

Based upon our analysis of all the assembled data, it is our opinion that the
Market Value of the Leased Fee Interest in the subject property, free and clear
of financing, based on market conditions existing as of March 31,1997 is:

                NINETY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
                                  ($92,500,000)

The preceding Market Value estimates assume a sale of the subject property after
a complete exposure to the influencing market at market-supported pricing
levels. Such exposure would result in a marketing time of less than 1 year. The
accompanying appraisal report has been prepared in conformity with regulations
imposed by the Office of the Comptroller of the Currency (OCC); and Title XI of
the Federal Financial Institution Reform, Recovery and Enforcement Act of 1989
(FIRREA).


<PAGE>

[LOGO]           Koeppel Tener Real Estate Services, Inc.
                 Valuation Division

                 Mr. Nicolas Rancourt                             April 10, 1997
                 CS Ritz Holdings, L.P.                                   Page 3


Please call upon us for any questions you may have regarding the appraisal. It
has been a pleasure to be of service to you.


Very truly yours,


KOEPPEL TENER REAL ESTATE SERVICES, INC.



    /s/ Martin B. Levine                           /s/ Steven  J. Schleider
By: Martin B. Levine, MAI                      By: Steven  J. Schleider, MAI
    Senior Vice President                          Vice President
    NY Certification #46000003834                  NY Certification #46000016498


<PAGE>



The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 1

                            CERTIFICATE OF APPRAISAL

We, Martin B. Levine, MAI and Steven J. Schleider, MAI certify that to the best
of our knowledge and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions. and are our personal, unbiased
professional analyses, opinions and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of value
estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.

This appraisal was not prepared in conjunction with a request for a specific
value or a value within a given range or predicated upon loan approval.

Mr. Martin B. Levine and Steven J. Schleider have made a personal inspection of
the subject property. Martin B. Levine, MAI and Steven J. Schleider, MAI have
extensive experience in the appraisal of similar properties.

We are aware and have compiled with the FIRREA and any and all state laws and
regulations which apply to appraisals.

The Appraisal Institute conducts a program of continuing professional education
for its designated members. MAI and RM members who meet minimum standards of
this program arc awarded periodic education certification. I, Martin B. Levine,
MAI, am not currently certified under the Appraisal Institute's voluntary
continuing education program. I, Steven J. Schleider, MAI, am currently
certified under the Appraisal Institute's continuing education program.

Martin B. Levine has been duly certified to transact business as a Real Estate
General Appraiser (New York State certification #46000003834).

Steven J. Schleider has been duly certified to transact business as a Real
Estate General Appraiser (New York State certification #46000016498).

KOEPPEL TENER REAL ESTATE SERVICES, INC.


         /s/ Martin B. Levine                          /s/ Steven J. Schleider
By:      Martin B. Levine, MAI               By:       Steven J. Schleider, MAI
         Senior Vice President                         Vice President



<PAGE>



The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 2


                    BASIC ASSUMPTIONS AND LIMITING CONDITIONS


This appraisal report is subject to the following assumptions and limiting
conditions:

No responsibility is assumed for the legal description or for matters including
legal or title considerations. Title to the property is assumed to be good and
marketable unless otherwise stated.

The property is appraised free and clear of any or all liens or encumbrances
unless otherwise stated.

Responsible ownership and competent property management are assumed.

The information furnished by others is believed to be reliable. However, no
warranty is given for its accuracy.

All engineering is assumed to be correct. The plot plans and illustrative
material in this report are included only to assist the reader in visualizing
the property.

It is assumed that there are no hidden or unapparent conditions of the property,
subsoil, or structures that render it more or less valuable. No responsibility
is assumed for such conditions or for arranging for engineering studies that may
be required to discover them.

It is assumed that there is full compliance with all applicable federal, state,
and local environmental regulations and laws unless noncompliance is stated,
defined, and considered in the appraisal report.

It is assumed that all applicable zoning and use regulations and restrictions
have been complied with, unless a nonconformity has been stated, defined, and
considered in the appraisal report.

It is assumed that all required licenses, certificates of occupancy, consents,
or other legislative or administrative authority from any local, state, or
national government or private entity or organization have been or can be
obtained or renewed for any use on which the value estimate contained in this
report is based.

It is assumed that the utilization of the land and improvements is within the
boundaries or property lines of the property described and that there is no
encroachment or trespass unless noted in the report.

The distribution, if any, of the total valuation in this report between land and
improvements applies only under the stated program of utilization. The separate
allocations for land and buildings must not be used in conjunction with any
other appraisal and are invalid if so used.

          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 3


              BASIC ASSUMPTIONS AND LIMITING CONDITIONS (Continued)


The appraiser, by reason of this appraisal, not required to give further
consultation, testimony, or be in attendance in court with reference to the
property in question unless arrangements have been previously made.

Possession of this report, or a copy thereof, does not carry with it the right
of publication. Neither all nor any part of the contents of this report
(especially any conclusions as to value, the identity of the appraiser, or the
firm with which the appraiser is connected) shall be disseminated to the public
through advertising, public relations, news, sales, or other media without prior
written consent and approval of the appraisers.

Unless otherwise stated in this report, the existence of hazardous substances,
including without limitation asbestos, polychlorinated biphenyls, petroleum
leakage, or agricultural chemicals, which may or may not be present on the
property, or other environmental conditions, were not called to the attention of
nor did the appraiser become aware of such during the appraiser's inspection.
The appraiser has no knowledge of the existence of such materials on or in the
property unless otherwise stated. The appraiser, however, is not qualified to
test such substances or conditions. If the presence of such substances, such as
asbestos, urea formaldehyde foam insulation, or other hazardous substances or
environmental conditions, may affect the value of the property, the value is
predicated on the assumption that there is no such condition on or in the
property or in such proximity thereto that it would cause a loss in value. No
responsibility is assumed for any such conditions, nor for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All values rendered within this report assume marketing times of twelve months
or less unless otherwise indicated.

The appraiser is authorized by the client to disclose all or any portion of this
report and the related data to appropriate representatives of the Appraisal
Institute, or other professional organizations of which the appraiser is a
member or affiliate, if such disclosure is required to enable the appraiser to
comply with bylaws and regulations of such organizations.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. No
specific compliance survey and analysis of the property to determine whether or
not it is in conformity with tile various detailed requirements of tile ADA was
conducted. It is possible that a compliance survey of the subject property,
together with a detailed analysis of the requirements of the ADA, could reveal
that the subject property is not in compliance with one or more of the
requirements of the act. If so, this could have a negative effect upon the value
of the subject property. Since we have no direct evidence relating to this
issue, we did not consider possible non-compliance with the requirements of ADA
in estimating the valuations contained herein.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


                                 THE RITZ PLAZA
                              235 WEST 48TH STREET




                               [GRAPHIC OMITTED]
                                    [PHOTO]


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 5



                                  LOCATION MAP
                        MID-TOWN MANHATTAN AND VICINITY

                                [GRAPHIC OMITTED]





<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 6

IDENTIFICATION OF THE SUBJECT PROPERTY

The subject property is located along the north side of West 48th Street
between Eighth Avenue and Broadway in the Theater District section of Manhattan
in the County of New York in the State of New York. According to public records
and owner-provided material, the subject property is a 40-story plus basement
479-unit multi-family apartment building plus office space, retail area and
garage components. Constructed in 1990 on a 24,100 square foot irregular-shaped
parcel, the improvements contain 493,367 square feet of gross building area, of
which 469,267 square feet is estimated as the above-grade building area.

The subject property is commonly referred to as:


                       The Ritz Plaza, New York, New York


The building is further identified on the New York County tax maps as:


                                Block 1020, Lot 5



PURPOSE OF THE APPRAISAL

The purpose of this assignment to provide the appraiser's best estimate of the
Market Value of the Leased Fee Interest of the subject property as of the
effective date of the appraisal, as if free and clear of financing and as
operating as a multi-family rental investment property . Market Value is defined
by the federal financial institutions regulatory agencies as follows:


          The most probable price which a property should bring in a competitive
          and open market under all conditions requisite to a fair sale, the
          buyer and seller each acting prudently and knowledgeable, and assuming
          the price is not affected by undue stimulus. Implicit in this
          definition is the consummation of a sale as of a specified date and
          the passing of title from seller to buyer under conditions whereby:

1.   Buyer and seller are typically motivated;

          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 7


2.   Both parties are well informed or well advised, and acting in what they
     consider their own best interests;

3.   A reasonable time is allowed for exposure in the market (one year or less);

4.   Payment is made in terms of cash in U.S. dollars or in terms of financial
     arrangements comparable thereto; and

5.   The price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale.

Source: Office of the Comptroller of the Currency under 12 CFR, Part 34, Subpart
Appraisals, 34.42 Definitions [f]


Other definitions which may be useful to the intended reader of this report may
be found in the Addenda section of this report.


INTENDED USE OF REPORT

This appraisal is intended to assist the client, CS Ritz Holdings, LP in
establishing the Market Value of the subject property as collateral for a loan.

INTEREST VALUED

We have appraised the Leased Fee Interest in the property located at 235 West
48th Street, New York, New York as operating as a multi-family rental investment
property.

EFFECTIVE DATE OF THE APPRAISAL

The effective date of the appraisal is March 31, 1997, the date the premises
was inspected by the staff of Koeppel Tener Real Estate Services, Inc. The date
of the report is as of the date first written above.

APPRAISAL DEVELOPMENT AND REPORTING PROCESS

In preparing this appraisal, the appraiser:

1.   Inspected the subject site, the exterior and some common areas of the
     improvements;


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 8


2.   Gathered and confirmed information on comparable apartment rents and sales;

3.   Gathered and confirmed information regarding multifamily property sales
     activity and operating expense data within the influencing market; and,

4.   Applied the Income Capitalization and Sales Comparison Approaches to arrive
     at a final indication of value.


Per prior agreement with the client, the appraiser did not include the Cost
Approach to value. The Cost Approach would not generally be considered
meaningful in appraising a property of this type and the appraiser believes the
primary approach to value is the Income Capitalization Approach. Sales of
multi-family apartment buildings for the influencing housing market were
researched and the findings used to support the conclusions presented in the
Income Capitalization Approach.

This Summary Appraisal Report is a brief recapitulation of the appraiser's data,
analyses and conclusions. Supporting documentation is retained in the
appraiser's file.

PROPERTY DESCRIPTION

AREA AND NEIGHBORHOOD ANALYSIS: The subject property is located in New York
City, which is recognized as the business and financial capital of the United
States. The subject property is specifically situated within the Borough of
Manhattan, considered to be the center of the city.

HISTORY OF OWNERSHIP

According to public records, the current owner of the subject property is S-C
Associates L.P. c/o Jason Carter, c/o Carter Realty Corporation, located at 235
48th Street, New York, New York, 10036. There have been no recorded transfers
since the completion of the site acquisition in 1987. The subject property was
transferred to CS Ritz Holdings, L.P., having a mailing address c/o Goodman
Phillips Vineberg, 430 Park Avenue, New York, New York 10021 pursuant to a
contract of sale for the sum of $77,000,000 during late-December 1996. Since
that closing, the subject property does not appear to have been subsequently
transferred, nor are we aware of any pending contracts of sale or options
effecting the subject property except as may be stated herein.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                        Page 9


                 PROPERTY DESCRIPTION

AREA AND NEIGHBORHOOD OVERVIEW: The subject property's located in New York City,
which is recognized as the business and financial capital of the United States.
The subject property is specifically situated within the Borough of Manhattan,
considered to be the center of the city. The forecast for New York City's
immediate economic future appears brighter than previously estimated as the rate
of job loss appears to be significantly curtailed. This has coincided with the
diminished pace of corporate consolidations and reorganizations, which plagued
the regional and local economics as business downsizcd. Additionally, an
unforeseen result of the city's economic decline had been an improvement in its
ability to effectively compete with the surrounding business centers. Recent
past reductions in housing prices, payroll expense and commercial rental rates
have assisted the city's efforts to curb the loss of both residents and
businesses.

Positive signs have been given by a steady, albeit gradual, reduction in the
unemployment rates and that posted rises in price indices have been nominal.
Growth in the Financial, Insurance and Real Estate (FIRE) and Services sectors,
the traditional pool of consumers for the city's upscale and luxury services,
housing and amenities, appears to be poised for an extended recovery based on
current data. Although numerous signals for upturns in the economy are present,
the rate of the recovery is not expected to match previous levels of
post-recession growth. The current situation is expected to continue into the
next decade until such time as the economy fully recovers.

The subject property consists of a 40-story residential apartment building
located mid-block on the north side of West 48th Street, between Broadway and
Eighth Avenue in the Theater District of Manhattan. The influencing,
sub-district is considered to contain the Times Square, Midtown West areas. The
influencing area is described as being bound by West 53rd Street to the north,
West 42nd Street to the south, Sixth Avenue to the east and Eighth Avenue to the
west.

The Theater District is improved with numerous theaters situated on side streets
between Broadway and Eighth Avenue in the West 40s and lower West 50s, and
high-rise office buildings with grade


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 10


level retail located along Broadway. The commercial development in the Times
Square area is characterized as a world-class tourist attraction, which tends to
reduce the neighborhood's residential appeal. Underscoring the commercial nature
of the influencing community, schooling facilities are typically special-purpose
or vocational high schools and facilities for grades K through 8 are virtually
non-existent. The local commercial development is to the east of Eighth Avenue,
with the adjacent areas to the west of Eighth Avenue and to the north of the
mid-West 50s characterized as residential.

The influencing, housing area extends from West 42nd Street northward to
approximately West 57th Street, from Seventh Avenue west to Tenth Avenue. An
analysis of the land use for the neighborhood reveals that residential land use
within the housing corridor described high with multiple dwelling properties
dominating the category. Most services and facilities associated with
residential neighborhood are within the corridor. Given the proximity to the job
market, excellent access via public and private transportation, cultural and
recreational services, the data illustrates the accepted view of the community
as a viable alternative for affluent young and single tenants to the more
established and family-oriented residential locations of the Upper East and West
Sides of Manhattan.

Household formations for the $75,000 + annual income group are expected to
increase at a rate greater than that noted for the less affluent income cohorts
over the near term as the local economy improves. Given the level of services
and amenities present it is concluded that the subject property is located
within a neighborhood poised to attract these tenants as housing opportunities
become available.

This observation is supported by the level of rents for the neighborhood's
limited supply of non-regulated apartments, As illustrated in rental survey,
competitive properties exhibit typical rents for studio, 1-bedroom, 2-bedroom
and 3-bedroom apartments ranging from $1,250 to $4,000 per month, or from the
mid-$20s to low-$50s per square foot, with most building-wide average rents
ranging from the mid-to upper $30s per square foot when annualized. Apartments
within the area's new



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 11


luxury rental properties define the upper end of the ranges cited. When
available, larger and multiple-bedroom apartments command a premium as they
attract a shared-occupancy tenancy. Sale prices of condominium apartments within
buildings similar to the subject property surveyed typically ranged from the
low-$100,000s to the mid-$400,000s with the typical pricing between the mid-
$100,000s and low-$300,000s depending on location, building condition and
views. Both the rent and sale price per room levels are supported by the
influencing portion of the Midtown Manhattan housing market, which extends from
34th Street north to about 59th Street from First Avenue to Tenth Avenue.

The building, containing the subject property conforms well to the surrounding
and influencing housing market. Access to the property is excellent and the
location offers a competitive choice for the area.



SITE DATA: The subject property consists of a mid-block tax lot which is located
on the north side of West 48th Street between Broadway and Eighth Avenue. The
subject site is summarized as follows.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Address                  Block/Lot     Dimensions                     Total Size 
- -------------------------------------------------------------------------------------
<S>                      <C>           <C>                            <C>         
235 West 48th Street     1020/5        240 x 100 feet 5-1/2 inches    24,100 Sq.Ft.
- -------------------------------------------------------------------------------------
</TABLE>

The subject site is a rectangular-shaped parcel with 240 linear feet of frontage
on the north side of West 48th Street and a depth of approximately 100 feet, for
a total land area of 24,100 square feet. The topography of the site is level,
and no adverse subsoil or drainage conditions were observed at the time of
inspection. West 48th Street is a one-way, eastbound artery providing local
traffic flow to from Eighth Avenue to Broadway. Eighth Avenue is a major one-way
northbound corridor and Broadway is a major one-way southbound corridor. Local
streets are improved with curbs, pedestrian walks and storm drainage sewers. All
municipal utilities presently service the site and enter along the West 48th
Street frontage. Electric and gas are provided by Consolidated Edison; water and
sewer services are provided by the City of New York. Police and fire protection
are also provided by the city.



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 12


The area is commercial in character comprised of numerous theaters and mid-rise
hotels situated between Broadway and Eighth Avenue, and high-rise hotels located
along Broadway. Eighth Avenue is primarily characterized by 4- to 5-story
walk-up apartment buildings with grade level retail. Surrounding land uses
include the Coronet Theater and the Forest Hotel, located behind the subject
site to the north. The Walter Kerr Theater and the Holiday Inn Crown Plaza are
adjacent to the subject property to the east, the Longacre Theater located
across the street from the subject site to the south, and the Days Inn hotel is
situated on Eighth Avenue between West 48th and 49th Streets to the west.

Public transportation in the immediate area is available BMT "N" "R" trains at
Seventh Avenue and West 48th street, the BMT "B" and "D" trains at Seventh
Avenue and West 50th Street, and the IND "F" train at Seventh Avenue and West
50th Street. Local shopping and services are available along Eight Avenue
directly to the west of the subject property. There were no observable adverse
drainage or soil conditions and the site is not located in a FEMA-identified
special flood district. In conclusion, the subject site appears to be suitable
for its current use as a high-rise, high-density multi-family apartment
building.

REAL ESTATE TAX ASSESSMENT AND ANALYSIS: The following table illustrates the
1995/96 through 1997/98 assessed values for the subject property.



           THE RITZ PLAZA - 235 WEST 48TH STREET - ASSESSED VALUATIONS
<TABLE>
<CAPTION>
====================================================================================================================================
                               Transitional        Transitional     %(DELTA)from         Actual             Actual      %(DELTA)from
Tax Year                               Land               Total    previous year           Land              Total     previous year
====================================================================================================================================
<S>                              <C>                <C>                   <C>        <C>               <C>                   <C>
1995/1996                        $4,230,000         $24,785,000            0.97      $3,600,000        $23,445,000           -0.57
Change                            ($630,000)        ($1,322,000)                             $0           $90,000
1996/1997                        $3,600,000         $23,463,000           -3.46      $3,600,000        $23,535,000            0.38
Change                                   $0             $81,000                              $0           $315,000
1997/1998                        $3,600,000         $23,544,000            0.35      $3,600,000        $23,850,000            1.34
====================================================================================================================================
</TABLE>

Source: New York City Assessor's Office; Compiled by KTR



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 13

New York City policy is to calculate the tax burden on the lower of the actual
or transitional assessments. A review of the transitional and actual assessed
values for the subject property reveals that the actual assessed value is lower
than the transitional assessed value. Applying the current tax rate, the
1997/1998 transitional total assessment yields a real estate tax burden of
$2,603,025, or $5.55 per square foot of above-grade building area. The tax
liability equates to 20.9% of the $12,427,061 stabilized effective gross income
as presented within the Income Capitalization Approach section. This ratio is
consistent with assessor's methodology which typically limits the real estate
tax liability to about 21% of the effective gross income, suggesting that the
subject property is appropriately assessed.

Additionally, the subject property is located within the Times Square Business
District, a local business improvement district ("BID") and is also assessed and
taxed by that organization. This BID tax is estimated to range from about
$30,000 to $35,000 per year, and is included within the miscellaneous line item
presented within the Income Capitalization Approach section of this report.

421-a Real Estate Tax Exemption Program: The subject property was granted a
10-year New York City Section 421-a tax exemption. These benefits began in the
1991/92 tax year. Section 421-a applies to the construction of qualifying
multiple dwellings on eligible sites which were commenced on or after November
29, 1985 and before January 1, 1994, and which are completed no later than
December 31, 1995. Such multiple dwellings shall be exempt from any increase in
real estate taxation for local purposes, other than assessments for local
improvements, during construction and so long as used for dwelling purposes, for
a period not to exceed 10 years in the aggregate after taxable status date
immediately following the completion thereof.

The calculation of 421-a exemption benefit is conducted by subtracting the
base year assessment from the current assessment. If applicable, a percentage
allocation of the non-residential component is then subtracted from the
preceding figure to arrive at an amount of assessed value which is exempt from
taxation. Discussions with the Exemptions Unit indicated that this percentage
allocation does apply


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 14


to the subject property and that 2.2% is the non-residential component
percentage deduction. The exempt amount is further processed by applying the
percentage of exemption allowed for that particular year of participation.

Applying all appropriate 421-a guidelines, we have determined the taxable
assessment for 1997/1998 tax year is $15,053,395 for the subject property. Based
on the current tax rate of $11.056 per $100.00 of 421-a taxable assessed value,
the 1997/98 real estate tax liability is calculated to be $1,664,303, or $3.55
per square foot of above-grade building area. Generally, the newly constructed
luxury residential facilities within the influencing market are participating in
the 421-a program. To ascertain the value of the remaining 421-a benefits, a
cash flow model utilizing the real estate tax savings generated by the exemption
program has been developed. The resulting cash flows have been discounted to
yield 10.5%, a rate that considered the certainty of the program in light of our
growth rate assumptions and is supported by the indicated 10.0% to 12.5% range
of IIRS presented in the Income Capitalization Approach section of this report.
The table presented within the Addenda to this report outlines the projected
series of cash flows with the appropriate discount factors.

Given the recent trends in tax rates and assessed values, and the remaining time
frame for the benefits, the model assumes an assessed value determined by an
assessor's method where the real estate tax liability is limited to 21.0% of the
effective gross income for each fiscal year. Capitalizing this implied tax
liability by tile 11.056% tax rate equates to the respective assessed value for
each fiscal year period. The 421-a program guidelines are applied to the
forecasted assessed values. Based on the preceding discussion, the present worth
of the tax savings generated by the remaining 421-a tax exemption program is
rounded to $2,400,000 for the subject property.

<PAGE>


                      THE RITZ PLAZA - 235 WEST 48TH STREET
       PRESENT WORTH OF REMAINING 421-a REAL ESTATE TAX EXEMPTION BENEFITS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
  Cash Flow Year                                   1              2              3              4
Fiscal Year                                  1997/98        1998/99      1999/2000        2000/01
                                       
<S>                                      <C>            <C>            <C>            <C>        
Total Assessment                         $23,544,000    $24,376,547    $25,203,740    $25,701,896
Base Assessment                           $1,840,000     $1,840,000     $1,840,000     $1,840,000
Exemption Amount                         $21,704,000    $22,536,547    $23,363,740    $23,861,896
Non-residential Disqualifier                     2.2%           2.2%           2.2%           2.2%
Applicable Percentage                           97.8%          97.8%        97. 8%           97.8%
Adjusted for Non-residential Space       $21,226,512    $22,040,743    $22,849,738    $23,336,934
Program Percentage                              40.0%          40.0%          20.0%          20.0%
Net Exemption                             $8,490,605     $8,816,297     $4,569,948     $4,667,387
Taxable Assessed Value                   $15,053,395    $15,560,250    $20,633,793    $21,034,509
Tax Rate                                      11.056%        11.056%        11.056%        11.056%
R.E. Tax Liability                        $1,664,303     $1,720,341     $2,281,272     $2,325,575

Non-program Tax Liability                 $2,609,683     $2,695,071     $2,786,526     $27841,602
Savings                                     $945,380       $974,730       $505,253       $516,026
Discount Factor                             0.900901       0.811622       0.731191       0.658731
Present Value of Savings                    $851,693       $791,113       $369,437       $339,922
                                       
PV of Remaining 421-a program benefits   $2,352,165
- ---------------------------------------------------------------------------------------------------
</TABLE>

Source: Computations by KTR


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 16


ZONING ANALYSIS: The subject site is located in the Special Theater Sub-district
Core in the Special Midtown District and is specifically within a C6-4 and C6-5
General Commercial District as designated by the New York City Department of
Planning. The C-64 and C6-5 districts are a medium density commercial and
residential districts. Residential developments in these districts have an
equivalent density of a R-10 residential district. The subject site has 240
linear feet of frontage along the north side of West 48th Street with a depth of
100 feet 5 inches, for a total site area of 24,100 square feet.

Special Theater Sub-district: The Special Midtown District was established to
guide all development within the midtown central business district. The special
district includes 3 areas of special concern that are subject to additional
regulations; (1) the Theater Sub-district, (2) the Preservation Sub-district and
(3) the Fifth Avenue Sub-district. The core of the Theater Sub-district has the
highest concentration of legitimate theaters and entertainment related uses in
Manhattan. The Theater Sub-district requires a City Planning Commission special
permit for demolition of an 44 legitimate theaters that are not designated as
landmarks. Flexible development rights transfer provisions were established to
facilitate the preservation of landmark theaters. New construction, above a
certain size, in this subdistrict must reserve at least 5.0% of its floor space
(not floor area ratio) for entertainment and theater related uses.

The dominant guidelines for zoning purposes is the Floor Area Ratio (FAR) which
controls bulk or building size. The FAR expresses the relationship between the
amount of gross floor area permitted in a building and the area of the lot on
which the building stands.

The subject site has a maximum "as of right" development of 241,000 square feet
for commercial and residential uses, without bonuses and 289,200 square feet for
commercial and residential uses inclusive of zoning bonuses. Additional air
rights were purchased from the Kerr and O'Neill Theaters prior to construction
of the subject property. These development rights totaled 180,000 square feet,
increasing the total buildable bulk to 421,000 usable square feet without
bonuses and approximately


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 17


469,000 zoning square feet with bonuses for constructing an urban plaza. The
subject property is improved with an apartment building containing an estimated
gross building area of 493,367 square feet. Deducting an amount of 24,100 square
feet allocated to the basement areas, an above-grade building area of 469,267
square feet is indicated. Further deductions for mechanical areas and other
zoning area exclusions equates to a zoning area measurement of 438,434 square
feet. The zoning area figure represents 93.5% of its maximum allowable density
with bonuses. As such, the subject property represents a legal conforming use
and complying density.

DESCRIPTION OF THE IMPROVEMENTS: The subject property consists of a 40-story
rental apartment building constructed in 1990 containing a total of 493,367
square feet of gross building area, with 469,267 square feet noted as
above-grade building area. The lower portion of the subject property is improved
with retail, office and a health club, occupying the first 5 floors of the
building. The residential portion of the building is from the 8th to the 43rd
floor plus the penthouse level. The rentable area is allocated as 341,261 square
feet of residential area (not including the 976 square foot for the
superintendent's apartment), 22,086 square feet allocated to the 4th and 5th
floor commercial units, a 2,932 square foot grade-level retail component, a
34,727 square feet multi-level garage and approximately 3,000 square feet
utilized as management/rental office space on the 3rd floor.

Building personnel reported that all Local Law 10 work is current.

The subject property's foundation is poured reinforced concrete with reinforced
concrete columns on concrete footings. Load bearing walls are brick with steel
reinforced concrete joists and sub-flooring. The roof is of a rubberized
membrane that is built up with insulation and covered with aggregate.

Heating, Ventilation and Air Conditioning: The building is heated by 2 oil-fired
boilers (burning either #4 or #6 fuel oil). The heating system generates steam
from the boilers which is distributed throughout the building by a series of
risers serving heating coils in incremental air conditioning units in each
apartment. Domestic hot water is generated by submersed coils within the
boilers. A 20,000-


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 18


gallon capacity fuel oil storage tank is located on site. New vacuum pumps were
recently installed to improve the overall efficiency of the system by allowing
for a lower-pressure steam.

Air conditioning is available to the commercial component office tenants through
a centralized system. A cooling tower located on the roof condenses water which
is then provided to individual units via a network of ducts. The apartments are
air conditioned by individual self-contained air cooled incremental units
located within the living areas.

Apartments: Each apartment has hardwood parquet floors and base throughout the
living areas and halls. Walls and ceilings throughout the apartments are painted
sheetrock. The units have a typical 8-foot ceiling height. All apartments are
equipped with an intercom and intrusion alarm connected to the concierge desk.
The unit mix is illustrated in the following table.


                            THE RITZ PLAZA - UNIT MIX
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                                       Area Range   Typical size      Rentable Area
Category       No of Units       as % of Total           (Sq.Ft.)       (Sq.Ft.)           (Sq.Ft.)
- ----------------------------------------------------------------------------------------------------
<S>                    <C>              <C>          <C>                   <C>              <C>
Studios                 24                5.0%         385 - 420             406              9,737
1-Bedrooms             400               83.5%         600 - 750             680            272,000
2-Bedrooms              55               11.5%       980 - 1,226           1,100             60,500
                     -----             ------                                              --------
                       479              100.0%                                              342,237
- ----------------------------------------------------------------------------------------------------
</TABLE>

Area measurement includes the 976 square foot 2-bedroom superintendent
apartments Source: Client-provided material; Compiled by KTR

The subject property's apartments are segregated into 15 line types ranging from
"A" to "R ", with no "I", "O" and "Q" apartment lines. The apartments are
finished to a competitive standard for the influencing housing market.

According to client-provided material, the net rentable area attributed to the
478 residential units is 341,261 square feet, not including the 976 square foot
superintendent's unit. The rentable area suggested an average apartment of
approximately 714 square feet in size, based on the 478 apartment count. Based
on the 1,297.0 rooms comprising the 478 units, the average room count per
apartment


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 19


is 2.7 rooms and the rooms average approximately 263 square feet in size. Both
the average room count per apartment and average room size are considered to be
reflective of the luxury rental market. The overall apartment size, when coupled
with the unobstructed city and river views from many of the apartments, should
enable the subject property to effectively compete with buildings located within
the influencing and surrounding markets.

Views in the building vary according to specific location. Apartments situated
on the south and west sides of the building have unobstructed panoramic views of
Downtown and the Hudson River from above the 15th floor. Apartments situated on
the north side of the building above the 15th floor have unobstructed views,
with top floor apartments having excellent views north towards Central Park.
Apartments located on the easterly side of the subject property have limited
views, obstructed by the 46-story Holiday Inn Crowne Plaza hotel. Overall,
apartments in the subject property have good to excellent views of the Manhattan
skyline and the Hudson River.

COMMERCIAL COMPONENT: The 2,932 square foot retail space and the 22,086 square
foot office space element comprise the commercial component. The retail space is
situated at grade level to the west of the main lobby entrance, and is occupied
by an Italian restaurant. The commercial office space is located on the 4th and
5th floors, with a separate commercial office entrance located to the west of
the main residential lobby entrance. A significant portion of the commercial
space is leased to the General Services Administration (GSA) for Social Security
Administration offices. According, to information provided in the rent roll, the
Social Security Administration occupies part of the 4th floor and the entire 5th
floor. A division of AT&T occupies the balance of the 4th floor. Overall, the
commercial office space is considered to be good quality Class "B" office space.
Improvements include painted sheetrock walls, vinyl tile floors, acoustical
dropped ceilings with illumination provided by ceiling-mounted fluorescent
lights.

GARAGE COMPONENT: The 24-hour attended parking garage is accessible from a curb
cut along the West 48th Street frontage, to the cast of the main residential
entrance. The 34,747 square



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 20


foot fully-sprinkled garage has a 158-car licensed capacity and provides ramp
parking in the basement, first and second floors of the subject property.

PHYSICAL DETERIORATION: The subject property was constructed in 1990. No
atypical physical deterioration was observed during our inspection of the
subject property.

FUNCTIONAL OBSOLESCENCE: Considering the subject property was constructed in
1990 and no functional obsolescence was observed in our inspection of the
subject property. Overall, the subject property provides functional residential
space which is competitive with similar luxury apartment buildings in the
market.

EXTERNAL OBSOLESCENCE: Based on the indicated return to the underlying land
position, as discussed in the Highest and Best Use section of this report, and
that the rent levels are commensurate with the prevailing market, as discussed
in the following sections, no economic obsolescence was noted.

CONCLUSIONS

The subject property is in excellent physical condition and competitive within
its marketplace in terms of apartment size, condition and utility. The design
and utility of the improvements are considered to be functionally adequate and
competitive with other similar multi-family residential buildings. The subject
property appears to be well maintained and should remain competitive in its
respective marketplace.

RESIDENTIAL MARKET RENT ANALYSIS

In order to determine the Market Rent potential for the subject property's
apartments, a survey of the immediate community was undertaken. The table
presented in the Addenda to this report is a summary of recent rentals in
residential developments offering a competitive choice within the


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 21


influencing market, Our analysis focused on location, age, quality of
construction and finish, layout, and amenities.

The survey encompasses those properties considered to offer a competitive choice
in the luxury and super-luxury apartment market and includes buildings
constructed as rental properties and those units rented at market levels within
condominium developments.

The primary competitive residential projects in the subject property's
influencing area are (1) River Bank West, (2) The Strand, (3) Worldwide Plaza
(4) The Ellington and (5) the Symphony House. All of these residential complexes
were constructed in the mid- to late- 1980s and offer a competitive choice to
the subject property. Each of the comparable projects are discussed in detail
within the Report and a summary of the conclusions are presented herein.

CONCLUSIONS: The rents surveyed are considered representative of the influencing
market. Overall average apartment rent increases noted since our prior (July
1996) survey ranged from $25.00 to $100.00 per month, or from approximately
$0.48 to $0.73 per square foot when annualized. Based on the recent activity
reviewed for the subject property, the average monthly rent for the past 109
leases (January through March 1997) indicated an average annualized rent of
$33.57 per square foot. This reflects an average increase of $0.53 per square
foot over the average rents noted for the subject property's leasing activity
prior to the date of valuation for the Report. Given the average rate of
increase noted for the past 9 months for the subject property and the comparable
properties cited, an average Market Rent for the subject property's apartments
rounded to $35.00 per square foot is indicated.

This pricing level is considered to provide a competitive choice within the
influencing market for rent stabilized apartments given the subject property's
proximity to the Midtown employment center, average floor height and amenity
package.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


                                 THE RITZ PALZA

           RECENT LEASING ACTIVITY - COMPREHENSIVE RENTAL FACILITIES

<TABLE>
<CAPTION>


=================================================================================================================
                                                           Typical       Monthly Rent       Annualized per Sq.Ft.

Building                 Built Type      Apartment     Area (Sq. Ft)    Low       High         Low     High     
=================================================================================================================
<S>                     <C>    <C>       <C>                  <C>     <C>        <C>         <C>      <C>       
Ritz Plaza              1990   Rental    Studio                 400   $1,286     $1,443      $38.23   $43.28    
235 West 48th Street                     1-bedroom              660   $1,564     $3,310      $27.75   $59.28    
479 Units - 41 stories                   2-bedroom            1,075   $1,660     $4,149      $22.90   $42.02    
 .                                                                           Average                   $34.00    
                                                                                                                
                                                                                                                

The Strand               1989  Condo     Studio                 400   $1,250     $1,350      $37.50   $40.50    
500 West 43rd Street                     1-Bedroom              650   $1,500     $1,750      $27.69   $32.31    
311 Units - 41 stories                   Jr. 2-Bedroom          825   $1,800     $2,000      $26.18   $29.09    
                                         2-Bedroom            1,100   $2,700     $2,900      $29.45   $31.64
                                                                            Average                   $32.00

Riverbank West          1987   Rental    Studio                 400   $1,300     $1,550      $39.00   $46.50    
560 West 43rd Street                     Jr. 1-Bedroom          530   $1,550     $2,300      $35.09   $52.08    
418 Units - 43 stories                   1-Bedroom              700   $1,825     $2,250      $31.29   $38.57    
                                         2-Bedroom            1,046   $2,790     $3,600      $32.01   $41.30
                                                                            Average                   $39.00

Worldwide Plaza          1988  Condo     Studio                 450   $1,250     $1,400      $33.33   $37.33    
393 West 49th Street                     1-Bedroom              636   $1,650     $2,000      $31.13   $37.74    
654 Units - 39 stories                   2-Bedroom            1,109   $2,550     $2,950      $27.59   $31.92    
                                                                            Average                   $33.00    


The Ellington           1989   Rental    Studio                 525   $1,400     $1,500      $32.00   $34.29    
260 West 52nd Street                     1-Bedroom         708 avg.   $1,800 avg.                     $30.51    
217 Units - 29 stories                   2-Bedroom              918   $2,100     $2,600      $27.45   $33.99    
                                                                            Average                   $32.00


Symphony House          1987   Rental    Studio                 475   $1,250     $1,700      $31.58   $42.95    
235 West 56th Street                     1-Bedroom              625   $1,850     $2,600      $35.52   $49.92    
480 Units - 41 stories                   2-Bedroom            1,100   $2,700     $4,000      $29.45   $43.64    
                                                                            Average                   $39.00    

Range w/o Subject                        Minimum                400    1,250 per.mo.         $26.18 per Sq. Ft.
Property                                 Maximum              1,109    4,000 per mo.         $52.08 per Sq. Ft.
=================================================================================================================
<CAPTION>


=================================================================================================================
Building                      Comments
=================================================================================================================
<S>                           <C>       
Ritz Plaza                    Reflects recent stabilized rent levels for 109 leases
235 West 48th Street          since Jan. 1997. Upper-end of range increased by 5.0%, or 
479 Units - 41 stories        7.5% annualized from August 1996 survey.
                              Overall average increased 5.0% when annualized.
                              Amenities include health club w/pool (extra fee) and balcony for 
                              most units.

The Strand                    Reflects market-oriented rents for a pool of approx. 65
500 West 43rd Street          investor units. Bldg. amenities include 24-hr doorman, 
311 Units - 41 stories        health club w/pool and balcony for most units.
                             
                             

Riverbank West                Reflects recent stabilized rent levels including 421-a 
560 West 43rd Street          additional rent. Amenmities include health club w/pool
418 Units - 43 stories        (extra fee) and balcony for most units.  
                             
                             

Worldwide Plaza               Reflects market-oriented rents for a pool of approx. 280 
393 West 49th Street          investor units.  Bldg. amenities include 24-hour doorman, 
654 Units - 39 stories        landscaped courtyard, health club w/pool and balcony 
                              for most units.    


The Ellington                 Reflects recent stabilized and market rent levels for this 
260 West 52nd Street          luxury rental facility. Amenities include  health club, 
217 Units - 29 stories        w/pool and balcony for most units.
                             


Symphony House                Reflects recent stabilized and market rent levels for this  
235 West 56th Street          luxury rental facility. Amenities include health club,
480 Units - 41 stories        w/pool and balcony for most units.
                              
=================================================================================================================

</TABLE>


Source: Field survey of managing agents, rental offices and broker records;
Compiled by KTR



<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 23



Based on the indicated average Market Rent and average unit sizes, the subject
property's studio, 1- and 2-bedroom apartments would range from $1,200 to $3,600
per month. These amounts are directly supported by the field survey. The rental
pricing discussed for the subject property's units reflects current market
conditions as if those units were available for lease and as if unencumbered by
DHCR rent regulation.

The income levels necessary to support the market rents suggested by the survey
are effectively higher than the sub-market's median household income level,
suggesting that only the most affluent portion of the population can afford
these apartments and that prospective tenants will relocate from the sub-market
where rents are higher or proximity to the employment center is of primary
concern. This is supported by the tenant population within the buildings
surveyed which are indicated to have moved into the area in search of housing
opportunities. Given the pace of proposed residential construction and projected
number of units within the sub-market specifically, the anticipated level of new
construction scheduled for the influencing housing market is relatively low.

The housing inventory constructed since 1980 was market driven and, as such,
attracted the new household formations created during the 1980s through the
early-1990s. This appears to be supported given the high occupancy rates at
these facilities (typically in excess of 93%). Although a softening of the
for-sale market served to increase the rental apartment inventory, these units
were leased at market driven rent levels. Supporting this observation is the
nominal attrition and vacancy rate in rent stabilized apartments, which
typically have regulated rents significantly below market rates. As the tenancy
within those regulated apartments is essentially static, the absorption
demonstrated at the properties surveyed is considered to be attributable to new
household formations in the sub-market. Based on the tenant profile analysis,
the new household formation is considered to reflect the more affluent portions
of the sub-market population.

As such, the projected shortage of market rate rental facilities is anticipated
to push rents higher throughout the HMSA generally, and specifically within the
less established residential sub-markets.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 24


Based on the preceding discussions, the forecasted near-term demand for housing
opportunities within the influencing housing market is anticipated to support
the subject property as a market-rate rental facility and the level of proposed
product may translate into a continued demand for the subject property's units.

CONCLUSIONS: Our survey indicates that buildings providing the greatest
competitive choice for the subject property are achieving average rent levels
from $26.18 to $52.08 per square foot for unit mixes exhibiting similar sizes
and overall layouts to units at the subject property. In our discussion we
concluded that the subject property would lease at an average overall rent level
translating to $35.00 per square foot. This pricing level is considered to offer
a competitive choice within the influencing, sub-market. As such, the indicated
average Market Rent pricing will be adopted for the subsequent analyses. Given
the forecasted shortage of market rate housing, the subject property is
concluded to be capable of consistently achieving a growth in rent levels
commensurate with the market.

Additionally, turnover leasing for the influencing market ranges from
approximately 30% to 50% annually, with buildings offering rent stabilized
leases exhibiting turnover rates at the lower end of the range. Based on the
recent leasing analysis and that the subject property's unit mix is dominated by
smaller, single-occupancy units which typically attract first-time renters, a
turnover rate toward the middle of the range, or 40.0% is considered appropriate
and will be adopted for the cash flow model presented in the Income
Capitalization Approach section. This suggests that approximately 15 to 16
apartments per month will turnover.

RENTAL INCOME ANALYSIS

RESIDENTIAL RENTAL INCOME OF THE SUBJECT PROPERTY: According to the client-
provided April 1, 1997 rent roll, the subject property's residential contract
rent $872,678 from the 475 occupied units. The last rent for the 3 vacant units
is noted as $4,645, for a total potential base rent of $877,323 for the 478
residential units. As the subject property's apartments are regulated by


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 25

the local rent stabilization guidelines, we have processed the contract income
accordingly. Please refer to the Report for a detailed description of the
applicable guidelines.

RENT STABILIZED INCREASES: Rent stabilized tenants may select leases of 1- or
2-year terms. Current allowable rent increases provide for a 5.0% and 7.0% rent
increase for 1- and 2-year leases, respectively. The following table details a
weighted average increase associated with the subject property's rent stabilized
units, as based on the current guidelines (and assumes that 50.0% of the tenants
opt for 2-year leases). Additionally, as the model assumes that these increases
will be collected over 24 months (to reflect the impact of the 2-year lease
renewals), an adjustment has been made to determine the allowable blended rate
of increase for the current 12-month period.

The blended rate of 3.9%, as illustrated in the following table, reflects the
scheduled DHCR allowable rent increase and the additional vacancy allowance
projected for the occupied units. The 3.9% blended rate will be applied to the
contract rents for the occupied units illustrated in the client-provided rent
roll so as to project a residential gross potential income for the 4/97 - 3/98
fiscal year. The adjustment for the 4/97 - 3/98 fiscal year applied to the 3
vacant units is based on the preceding formula, but with the full 9.0% vacancy
increase processed (reflecting the 100% turnover probability for these vacant
units) without further adjustment for collecting the increase.


                                 THE RITZ PLAZA
                     PROJECTED RENT STABILIZATION INCREASES

<TABLE>
<CAPTION>
====================================================================================================================================
                                             % of           Turnover           Allowable         Blended Rate          Blended Rate
                                            Tenancy        Probability       DHCR Increase        of Increase          of Increase
                                              [a]              [b]                [c]             [a]*[b]*[c]           [a]*[b]*[c]
====================================================================================================================================
<S>                                          <C>             <C>                 <C>              <C>                    <C>
1-Year Leases                                50.0%           100.0%              5.0%                 2.5%                 2.5%
2-Year Leases                                50.0%            50.0%              7.0%                 1.8%                 1.8%
Turnover Activity                                             40.0%              9.0%                 3.6%                 9.0%
                                                                                                  -------               ------
Total Increase (Occupied Units)                                                                       7.9%
Total Increase (Vacant Units)                                                                                             13.3%
Adjustment for 12-month period                                                                       50.0%                  -
                                                                                                  -------               ------
Blended Rate of Increase                                                                              3.9%                13.3%
                                                                                                  Occupied               Vacant  
====================================================================================================================================
</TABLE>

Source: Computations by KTR


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 26


                                 THE RITZ PLAZA
           4/97 - 3/98 FISCAL YEAR RESIDENTIAL GROSS INCOME PROJECTION

================================================================================
                                                         Blended      4/97-3/98
                          Monthly        Annualized      Factor      Fiscal Year
================================================================================
Occupied Base Rent    $872,679       $10,472,136      1.039      $10,880,549
Vacant Base Rent            4,645           $55,739      1.133          $63,152
                         --------       -----------                 -----------
                         $877,323       $10,527,875                 $10,943,701
================================================================================
Source: Computations by KTR


The 4/97 - 3/98 fiscal year residential potential income is indicated to be
$10,943,701 via application of the prevailing (DHCR allowable rent increase
guidelines to the current contract rents for the occupied and last rent levels
for the vacant units. This equates to an average rent of $32.07 per square foot
for the 341,261 square feet allocated to the 478 apartments, an amount 4.1%
greater than the annualized residential rent employed in the Report.

CONCLUSIONS

When expressed on a per square foot basis, the annualized rent regulated fiscal
year income is less than the indicated average Market Rent of $35.00 per square
foot. This suggests that the regulated rents grown by allowable DHCR increases
are collectable and, as such, these amounts will be adopted and processed within
the Income Capitalization Approach section of this report.

COMMERCIAL COMPONENT

RETAIL SPACE: There is a 2,932 square foot grade level retail space situated
along the western property line of the subject property and to the east of the
urban plaza. The current lease encumbering the retail space equates to an
annualized rent of $41.25 per square foot for the 4/97 - 3/98 Fiscal year.
Current Field research did not reveal any material differences from the survey
conducted for the Report. Based on the foregoing, the retail lease rent and
terms at the subject property are considered to reflect market rates and will be
adopted for the subsequent analyses.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 27


OFFICE SPACE: This portion of the subject property consists of the 22,086 square
foot area comprising the 4th and 5th floors of the subject property. The entire
4th and a portion of the 5th floor are leased to the GSA, with the balance of
the 5th floor leased to a division of AT&T. The GSA lease is for a 10-year term
and the contract base rent equates to an annualized amount of $38.26 per square
foot for the 4/97 - 3/98 fiscal year. The AT&T lease is for a 5-year term and
the contract base rent equates to an annualized amount of $23.43 per square
foot for the 4/97 - 3/98 fiscal year. Both leases expire during the 2000/01
fiscal year (assuming the 6-month option for the AT&T space is exercised).
Current field research did not reveal any material differences from the survey
conducted for the Report. Based on the foregoing, the office lease rents and
terms at the subject property are considered to reflect market rates and will be
adopted for the subsequent analyses.

GARAGE COMPONENT

The 158-car garage is encumbered by a 20-year lease expiring at the end of march
in the year 2010. The $438,184 fiscal year base rent equates to an annual amount
of $2,773 per car. Our survey of recent garage master leases for late-1996
details rents ranging from $2,560 to $3,000 per car for garage capacities from
150 to 166 cars. These garage facilities are located at luxury multi-family
properties in the Battery Park City and Upper East Side and neighborhoods,
respectively. Accordingly, the garage lease is deemed to be supported by the
market data and will be adopted for the subsequent analyses.

HIGHEST AND BEST USE

The Subject property comprises a 24,100 square foot development site, presently
improved with a 40-story 479-unit mixed-use multifamily rental property.

HIGHEST AND BEST USE AS VACANT: The subject property, as if vacant, would
represent a relatively large development site. By virtue of its size, it would
likely be able to support a major project. The site is essentially level and is
not believed to contain any geological constraints, Its side street location
within the Theater District limits the site's exposure. The subject property's
C6-4 and


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 28


C6-5 zoning encourages development to the highest density permitted for
commercial and residential usage. Recent events suggest a tightening of supply
and a general recovery of residential market rent and stabilized sale prices.
Based on the preceding discussion, we have concluded that the Highest and Best
Use of the subject property as though vacant is its development as a
multi-family rental investment property designed in conformity with the
surrounding residential facilities.

HIGHEST AND BEST USE AS IMPROVED: The Highest and Best Use of the site, as
improved, is its continued use if it is capable of providing a fair return to
the underlying land position. Applying the maximum FAR and air rights as
discussed in the Report to the subject property's site size indicates a current
buildable density of approximately 469,000 square feet. The subject property is
presently built to approximately 469,267 square feet of above-grade area,
suggesting conformity with the zoning regulations.

Assuming the entire stabilized net operating income for the appraised fiscal
year, as estimated later in this appraisal report, was returned to the land at a
rate of 7.0%, the site value would be $217 per FAR (($7,143,379-7.0%)-469,267).
Based on our knowledge of local land values we believe that the value of the
subject property's land is less than the $217 per FAR, thus providing a fair
return to the land.

The subject property is encumbered by statutory leases which, for all intents
and purposes, precludes demolition. Even with these restrictions, the subject
property is currently generating a net income in excess of the required return
on the land value. The present structure more than supports a necessary return
to the underlying land position.

THE INCOME CAPITALIZATION APPROACH

The Discounted Cash Flow technique has been employed in order to estimate the
present value of the Subject property operating as a multi-family residential
rental apartment investment property participating in the 421-g real estate tax
exemption and abatement program.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 29


ASSUMPTIONS UTILIZED IN DISCOUNTED CASH FLOW ANALYSIS: Each cash flow consists
of the projected revenue received from the rental of the apartments with the
expenses associated with the operation of the subject property deducted. The
income and expenses relating to the continued operation of the subject property
are projected throughout the balance of the anticipated investment period,
debiting expenses from effective gross income results in a projection of annual
net operating income over a typical investor holding period. Discounting the
annual cash flows at an appropriate yield rate indicates an estimate of present
value. Many investors in income producing properties make a forecast of the
first year's net operating income as well as net operating incomes and cash
flows over a period of time ranging from 10 to 20 years. The cash flow forecast
is used to determine a purchase price which will justify the degree of risk
inherent in the proposed investment. The major tasks involved are outlined as
follows:

1.   Establish market rents for the residential apartment units. Location,
     building age, room sizes, apartment layouts, building height, views, and
     services have been considered;

2.   Project growth rate of rent levels;

3.   Estimate the absorption rate for apartments;

4.   Project future operating expenses, real estate taxes and management fees
     based upon an analyses of the actual operating experience at comparable
     properties;

5.   Derive the most probable net operating income on an annual basis by
     subtracting all operating and real estate tax expenses from the effective
     gross rent estimates.

6.   Estimation of a resale price of the subject property at the end of the
     projection period by capitalizing the forecasted net income at an
     appropriate capitalization rate.

7.   Determine the yield rate (internal rate of return) which would attract
     prudent investors to invest in similar situations with comparable degree of
     risk, non-liquidity and to invest in similar management burden;

8.   Conversion of the pre-tax cash flows and resale price of the subject
     property into a present value by discounting at the appropriate rate.
                                                      

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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 30


Based upon the methodology previously discussed and the revenue and expense
projections which follow, we have projected revenues and expenses through the
forecasted holding period to process an Income Capitalization Approach to value.
The important underlying assumptions are as follows.

TIME FRAME: We have formulated an 11-year forecast so as to incorporate the
421-a real estate tax program benefits and the conversion of any remaining rent
regulated units to market-rate status upon their vacancy after the 421-a
program benefits expire in the 2000/01 fiscal year. Cash flows begin on April 1,
1997. The reversion price is based on the net operating income forecasted for
the 10th year of the projection period.

POTENTIAL GROSS INCOME

GROSS RESIDENTIAL INCOME: The potential gross income contribution from the 478
rentable apartments comprising the residential component has been determined to
the $10,943,701 for the 4/97 - 3/98 fiscal year.

RESIDENTIAL RENT INCREASES: As discussed, residential developments that receive
benefits from the city's J-51 or 421-a real estate tax abatement and/or
exemption program will be subject to Rent Stabilization guidelines. A review of
the allowable DHCR rent increases for the past 10-year period illustrates an
overall increase rounded to 3.0% per year, a rate similar to the CPT growth rate
for the same period as published by the Department of Labor, Bureau of Labor
Statistics. Based on the preceding, this analysis will assume that the
residential rent increases an average of 3.0% per year throughout the term of
the protection period.

ADDITIONAL RENT ALLOWABLE UNDER 421-A PROGRAMS: To further induce an owner of a
qualifying residential property to participate in the 421-a program and to allow
DHCR regulation of the tenancy, the DHCR permits the owner to charge an
additional 2.2% of the tenant's base rent as additional rent upon the tenant
signing a renewal or initial lease during the term of the 421-a benefits during
the period of declining benefits. For 10-year program benefits, the additional


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 31


rent commences with the initial renewal leases in the 2nd year of the program.
As such, an owner is entitled to impose a total of 9 such 2.2% increases over a
unit's base rent prior to the declination of benefits during the remaining term
of the 10-year 421-a benefits. This additional rent income is additive, not
cumulative and terminates with the expiration of 421-a program benefits and the
attendant DHCR regulation.

Based on current client-provided material, the base figure for calculating the
additional rent is rounded to $65,000 (although a figure of $75,000 was employed
in the Report, a review of the current rent roll data suggested the lower figure
which was applied to the 1992/93 fiscal year as the initial year of additional
rent income). Application of the current monthly 421-a additional rent
collections and the forecasted potential additional 421-a rent, a blended amount
of $379,167 has been processed for the appraised fiscal year. Subsequent to the
termination of the 421-a benefits in the 4th year of the model, the additional
rent component is projected to be eliminated coincident with the attrition of
units from DHCR regulation to decontrolled status.

TURNOVER LEASING: As previously discussed, unit turnover will average 40.0% per
year. The turnover figures is used for leasing, commission calculations and for
the conversion to market rent of the rent stabilized apartments upon expiration
of the 421-a benefits and the coincident termination of rent regulations upon
unit turnover. Coincident with the termination of DHCR rent restriction, the
conversion of rent stabilized units will follow the lease expirations (all
1-year leases and 50% of 2-year leases will expire during the fiscal year
following 421-a program termination, with the balance of the 2-year leases
expiring during the subsequent fiscal year). This equates to a fully
decontrolled residential component by the 2003/04 fiscal year.

COMMERCIAL COMPONENT INCOME: As presented in the Summary of Leases and the
Rental Income Analysis sections, the commercial component is estimated to
generate $856,786 as base rent adjusted to coincide with the 4/97 - 3/98 fiscal
year. Additionally, the escalation income of $36,050 will be processed. Upon
lease renewal during the 2000/01 fiscal year, the office


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 32


component is projected to generate an average base rent of $32.78 per square
foot (given the current indicated average Market Rent of $30.00 per square foot
grown by a 3.0% annual inflation factor). Renewal leases are based on a 10-year
term with escalation income calculated on a prorata basis over the base year.
Subsequent to the initial lease, the base rents have been processed with an
annual 3.0% increase. A 60% speculative renewal rate for a 3-month marketing
period and a 2-month free rent period for re-marketed space was processed at the
renewal probability rate. Based on the expiration date, the retail component is
not anticipated to turnover during the projection period.

GARAGE COMPONENT INCOME: Based on the client-provided data presented within the
Addenda (Summary of Commercial Leases), the contract garage rent has been
adjusted to coincide with the appraised fiscal year. Additionally, $86,459 in
real estate tax escalation income will be processed for a total garage component
income of $524,643 for the 4/97 - 3/98 fiscal year.

HEALTH CLUB MEMBERSHIP: A review of the client-provided data and projected
operating budget indicates $154,400 as health club membership income. This
equates to an average amount of approximately $322 per residential apartment.
The budgeted amount is consistent with the historical health club income data
analyzed and will be adopted for the cash flow model. This amount has been grown
by the inflation factor to $155,600 to coincide with the appraised fiscal year.

VALET: The area ]eased to Carlton Cleaners is indicated to generate $12,000 for
the 4/97 - 3/98 fiscal year. This amount has been adopted and grown by the
annual inflation factor throughout the holding period.

LAUNDRY: The laundry facilities are leased to CoinMach, Inc., a concessionaire,
at a rent of $70,000 per year for a 5-year term. This rent equates to $12.18 per
apartment for the entire 479-unit count. Market parameters indicate that laundry
concession leases typically range from $ 8.00 to $14.00 per apartment per month.
Although owner-provided material indicates that the concession rent has been
increased, the budgeted contract rent is supported and will adopted for the cash
flow.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 33


At the expiration of the 5-year lease term, a new rent based on the current rent
grown by the annual inflation factor will be processed. That rent will be
processed with steps of 3.0% per year through the remainder of the projection
period.

MISCELLANEOUS: Miscellaneous income refers to other fee and interest income
typical to multi-family rental operations, with service income generated by
housekeeping activities. Additionally, consideration was given to early lease
termination and late fee income. Based on our review of comparable rental
property operating statements, other income ranges from about $125 to $675 per
apartment, depending on the level of services offered and/or recoverable
landlord/tenant legal fees. Given the tenant profile and level of services
scheduled to be offered, other income of $125 per apartment is considered
appropriate. This equates to a rounded amount of $59,900 in miscellaneous income
based on the 478 rental apartments and superintendent's unit.

VACANCY AND CREDIT LOSS: Stable residential properties within the influencing
market typically experience a vacancy and collection loss of around 3.0%. A
brief survey of the immediate and surrounding communities has indicated that
there is a strong demand for quality, rent-regulated housing with typical rental
buildings experiencing similar low vacancy rates. As a result, turnover usually
results in very near immediate re-leasing. However, a large majority of the
rents at the subject property are at market levels, suggesting a higher degree
of risk. Our conversations with representatives of the luxury multi-family
rental properties indicated that approximately 25% to 50% of the apartments
turnover per year. The forecasted 40% turnover rate equates to a vacancy rate
rounded to 3.3%, assuming that turnover apartments are re-let within 1 month.
Although DHCR limits annual rent increases, the units are indicated to be at
market-oriented levels. As such, a credit loss factor of 1% to 2% is considered
adequate to counter the rent collection risk presented by the nominal leasehold
position. Therefore, a combined vacancy and credit loss rounded to 5.0% will be
applied to the gross potential residential rent component of the cash flow
model.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 34


As retail opportunities slowly strengthen, vacancies are expected to tighten as
demand increases. Typically, retailing in the area is performed by non-credit or
regionally-based merchants. Based on the offerings researched and general level
of vacancies noted for the immediate area, an average vacancy and credit loss of
5.0% is appropriate for the retail component of the subject property. This
combined rate is considered to adequately reflect the subject property's
influencing environment. Similarly, a 5.0% vacancy and credit loss factor will
be applied to the office income. No vacancy or credit loss was factored for the
garage component, valet, laundry concession or miscellaneous income
contributions.

OPERATING EXPENSE ANALYSIS

We have reviewed the client-provided historical expense report, the 1996/97
operating budget and the 1997 operating budget. Where appropriate, emphasis was
placed on the most recent budget information. The expenses indicated for the
subject property were compared to recent actual and budgeted expenses from
multi-family rental properties within the influencing market to gauge the
reasonability of the expense levels submitted.

OPERATING EXPENSES: The inflationary cost factor for all operating expenses is
estimated to be 3.0% per year. This rate of inflation is supported by historical
Consumer Price Index (CPI) material published by the U.S. Department of Labor,
Bureau of Labor Statistics, Middle Atlantic Region Office. Data reviewed
exhibits annual CPI changes (tracked on a monthly basis) ranging from 2.0% to
7.0% for 1990 through 1996, with recent months demonstrating annualized CPI
changes at the lower-end, or from 2.6% to 3.0%. Thus, except where noted, a
3.75% and 0.75% adjustment factor has been applied to the estimated/actual 1996
expenses and to the budgeted 1997 expenses, respectively, so as to estimate
expenses coinciding with the 4/97 - 3/98 fiscal year. After a comparative
analysis of the expenses projected for the subject property and selected
properties similar to the subject, we prepared a forecast of the 4/97 - 3/98
fiscal year expenses, In order to quantify the noted expenses, each item will be
addressed separately.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 35


PAYROLL: According to the client-provided material, the budgeted expense for
staffing, payroll taxes, union and other benefits, vacation pay, sick pay and
bonuses is estimated to be $874,532, which equates to $1.86 per square foot.
This expense reflects the building staff for 24-hour doorman/concierge service,
janitors, handy person and the superintendent for this rental property, as well
as health club personnel. Adjusting the 1997 budgeted amount for the health club
staffing the resulting payroll amount is $757,085, or $1.61 per square foot.
This figure is directly supported by the range of payroll expense illustrated by
the comparable properties and was adopted and grown by the inflation factor to a
rounded amount of $762,800, or $1.63 per square foot for the 4/97 - 3/98 fiscal
year.

FUEL: The historical fuel expense has been static at $0.20 to $0.21 per square
foot for the 1993 through annualized 1995 reporting period. The budgeted fuel
expense of $0.23 per square foot is supported by the historical figures and
array of fuel expense noted for the comparable properties. The budgeted fuel
amount will be adopted and grown by the inflation factor to a rounded amount to
$110,600, or $0.24 per square foot for the 4/97 - 3/98 fiscal year.

UTILITIES: Included in this amount is the cost of cooking gas for all apartments
(including the superintendent's apartment) and natural gas for tile building's
laundry facilities. Additionally, the cost of electricity for the public halls,
elevators and allocated amounts for the laundry machines and various other pumps
and machinery is included. The budgeted utilities expense for the subject
property equates to $0.42 per square foot, a figure below the historical amounts
of $0.46 to $0.49 per square foot noted for the subject property. As the subject
property has upgraded the public area lighting fixtures to accommodate the
highly efficient florescent bulbs, the utilities expense is appropriately lower.
Additionally, the range of utilities expense exhibited by the comparable
properties directly supports the budgeted amount. As such, the budgeted amount
will be adopted and grown by the inflation factor to a rounded amount of
$196,500, or $0.42 per square foot for the 4/97 - 3/98 fiscal year.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 36


WATER AND SEWER: This charge refers to direct-metered water consumption and
sewer rent charges for the apartments, as well as for the common areas. The
comparable properties exhibit water and sewer expense ranging from $0.06 to
$0.28 per square foot. These amounts directly support the budgeted water and
sewer expense noted for the subject property. As such, the budgeted amount will
be adopted and rounded to an amount of $89,500, or $0.19 per square foot for the
4/97 - 3/98 fiscal year.

REPAIRS AND MAINTENANCE: As a rental property, this category not only includes
the repair, service contracts and maintenance of items such as the elevators,
boiler, plumbing, electrical system, communication equipment, exterminating,
grounds maintenance, janitorial supplies and painting of common areas, but also
includes repairs within the individual apartments and the periodic painting of
the apartment interiors. The repairs and maintenance expense figures for the
subject property and those of the comparable properties are presented with the
supplies, service contracts and decorating expenses as part of the repairs and
maintenance category. The subject property's budgeted repairs and maintenance
expense of $326,500 equates to $0.70 per square foot, an amount towards the low
end of the competitive range noted. Based on the anticipated conversion to
market-oriented rents, a stabilized repairs and maintenance budget based on
$1.00 per square foot of above grade building area is deemed appropriate.
Accordingly, $469,300 will be processed for the 4/97 - 3/98 fiscal year as this
amount is considered sufficient to maintain a competitive level of housekeeping
for the common areas (including the health club) and to provide for the periodic
painting and upkeep of the unit interiors.

MANAGEMENT: As a rental property, fees for management services can be by
contract rate or as a function of the revenues produced by the property, usually
between 2.0% and 5.0% of the residential effective gross income (collections).
Applying an amount towards the lower end of the range, or a fee based on 2.0% of
the effective gross income, equates to a management fee rounded to $248,400, or
$0.53 per square foot for the 4/97 - 3/98 fiscal year. As the 2.0% rate and the


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 37


derived expense per square foot figure are supported by the comparable
properties, the management fee based on 2.0% of collections will be adopted for
the cash flow model.

INSURANCE: Insurance includes fire, liability, theft, boiler, exclusive of the
premiums paid to employee benefit plans. The subject property indicates a
budgeted insurance expense of $97,784, or $0.21 per square foot. This amount is
supported by the comparable properties, which range from $0.13 to $0.27 per
square foot. Based on the age of construction, level of service, amenities and
projected tenant profile, most emphasis is placed on the budgeted amount as it
reflects current competitive bidding. The budgeted insurance expense will be
adopted and rounded to $98,500, or $0.21 per square foot for the 4/97 - 3/98
fiscal year.

ADMINISTRATIVE: The forecast for this category covers a multitude of expenses
incidental to identical property such as contingencies, administrative, license
and permits and miscellaneous items which are not included under repairs and
maintenance. The historical amounts for the subject Property reflect
administrative expense translating to a range from $0.43 to $0.59 per square
foot, significantly higher than the $0.15 per square foot budgeted for the 1997
period. Translated amounts sign to a per unit basis, the expenses range from
$163 to $337 for various levels of administrative responsibility (e.g., low
income housing tax credit program compliance). Based on the tenant profiles and
anticipated level of services for the subject property, an administrative
expense towards the middle of the market-oriented range, or from $225 to $275
per unit will be adopted. Applying an average amount rounded to $250 per unit to
the 479 occupied units (including the superintendent's unit) equates to an
administrative expense rounded to $119, 800, or $0.26 per square foot for the
4/97 - 3/98 fiscal year.

PROFESSIONAL FEES: This category includes engineer, consulting, accounting
fees and non-recoverable legal fees. The budgeted expense of $27,000, or $0.06
per square foot is directly (albeit it the low end) supported by the range of
professional fee expense noted for comparable properties. However, based on the
mixed-use complexity of the subject property and high turnover rate, the


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 38



amount of non-recoverable legal fees is anticipated to be slightly higher than
at the comparable properties. As such, a market-oriented professional fees
expense based on an amount rounded to $125 per unit will be adopted. Applying
the average amount to the 479 occupied units (including the superintendent's
unit) equates to a professional fee expense rounded to $59,900, or $0.13 per
square foot for the 4/97 - 3/98 fiscal year.

LEASING AND MARKETING EXPENSE: As previously discussed, 40% of the units will
turnover during a 12-month period. Although the current environment favors the
landlord and leasing-commissions are generally borne by the tenant, the
cyclical nature of real estate and the length of the projection period warrants
an inclusion of residential leasing expenses. Based on typical leasing expenses,
as discussed with representatives of Feathered Nest, the Corcoran Group and
Douglas Elliman, a leasing expense equal to 1/2-month's rent per apartment
leased is considered to appropriately reflect the historical cost of leasing
luxury residential rental properties. As such, a residential leasing expense
based on 50.0% of the residential unit rent per month at a 40.0% attrition rate
will be incorporated into the cash flow model. Leasing expenses associated with
the commercial office space is based on a generally accepted commission
schedule. This equates to a commission of 32.0% of the Initial year's rent for a
10-year lease posted in the year of the lease signing. Based on the prevailing
average Market Rent of $32.78 per square foot during the 2000/01 fiscal year for
the 22,086 square foot area and the 60.0% speculative renewal probability
discussed, a leasing expense of $92,669 is indicated.

Additionally, an amount for tenant work to improve the office space will be
factored. Based on a $40.00 per square foot work letter (as described by local
market professionals familiar with the area's Class "B" office market) grown by
the annual inflation factor to the date of lease renewal and the 60.0%
speculative renewal rate, a potential offset for tenant improvements ("TI") of
$386,143 is indicated for the 2000/01 fiscal year.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 39



This equates to an amount of $478,813 as the commercial leasing and marketing
expense associated with the speculative lease renewals anticipated for the
2000/01 fiscal year. This amount will be added to the leasing and marketing
amount calculated for the residential component for that fiscal year period.

HEALTH CLUB: Budgeted expenses for the 1997 operation of the on-site health club
were not isolated. Adopting the prior forecasted amount of $40,000 allocated for
the health club operations and adding the $104,863 payroll for staffing plus an
amount equal to 12.0% for payroll taxes (based on client-provided figures),
equates to a health club expense rounded to $157,447, or $0.34 per square foot.
This amount is directly supported by the range of health club expense noted for
the comparable properties and, as such, will be adopted and grown by the
inflation factor to a rounded amount of $158,600, or $0.34 per square foot for
the 4/97 - 3/98 fiscal year.

SECURITY: The subject property has a budgeted amount for supplemental part-time
security. Given the proposed staffing and supplemental roving street patrols
provided by the BID, a part-time security component may be adequate. Based on a
contract service of approximately $9.00 per hour for a typical 8-hour shift for
5 days per week, a security expense rounded to $18,720, or $0.04 per square foot
was budgeted. As a part-time security presence is considered warranted, the
expense will be adopted, increased to provide for 6-day coverage and rounded to
an amount of $25,000, or $0.05 per square for the 4/97 - 3/98 fiscal year.


RESERVES: This category affords a budget to provide for the replacement of
short-lived items necessary to maintain the habitability of the apartments.
Items such as kitchen appliances and cabinets, bathroom fixtures and tiling,
flooring repairs, and public elements such as the roof and hallway carpeting are
included. An annual contribution to reserves averaging $200 per apartment, plus
an amount rounded to $5,000 as reserves for the commercial unit (at $0.15 per
square foot and including potential reserves for the adjacent theater) are
considered sufficient to maintain the high quality levels necessary to remain
competitive with the rental properties in the influencing market.


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The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 40


The reserves figure is rounded to $100,800, or $0.21 per square foot and will be
adopted for the 4/97 - 3/98 fiscal year.

MISCELLANEOUS: This category contains minor expenses necessary for the operation
of a rental facility and typical expenses include holiday decorations,
entertainment and gratuities. The operating budget illustrates a $16,000, or
$33.40 per unit miscellaneous expense line item. Only 1 of the comparable
properties reported a miscellaneous expense. As the previous expenses are
considered to be comprehensive, most emphasis will be placed on the budgeted
expense. The budgeted figure will be based on a market-oriented amount rounded
to $35.00 per unit. This equates to $16,765, or $0.04 per square foot. In
addition, a miscellaneous expense associated with the Times Square Improvement
District BID rounded to $581,000 per year will be included in this line item. As
such, the aggregate miscellaneous expense is rounded to $51,800, or $0.11 per
square foot for the 4/97 - 3/98 fiscal year.

REAL ESTATE TAXES: Real estate taxes will be processed as discussed. The real
estate tax liability for the first 4 years of the projection period is based on
the 421-a program guidelines and assumptions previously discussed. Thereafter,
application of an assessor's method which limits a real estate tax liability to
21.0% of the effective gross income will be processed.

OPERATING EXPENSE SUMMARY: Based on the foregoing, the total projected
stabilized operating budget for the 4/97 - 3/98 fiscal year has been estimated
to be $5,283,683, or $11.27 per square foot, Without the unabated real estate
tax burden, the stabilized operating expenses equate to $5.70 per square foot.
This measurement method suggests conformity with the market data from the
comparable properties when adjustments for reserves and inflation are made. The
subject property's expenses are considered consistent with those exhibited by
the comparable properties. This level of expense is considered reasonable and
represents the subject property's location, particular demographics, level of
services and scheduled physical condition.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 41



                                 THE RITZ PLAZA

                STABILIZED OPERATING PROFORMA: 4/97 - 3/98 FISCAL YEAR

- --------------------------------------------------------------------------------
INCOME
Residential Gross                                                  $ 10,943,701
421-a Income                                                            379,167
Vacancy and Credit Loss                                   5.0%         (566,143)
                                                                   ------------
Effective Gross Residential Income                                 $ 10,756,724

Commercial Base Rents                                              $    856,786
RE Tax and Operating Escalation                                          36,050
Vacancy and Credit Loss                                   5.0%          (44,642)
                                                                   ------------
Effective Gross Commercial Income                                  $    848,194

Garage (includes R.E. Tax Escalation)                              $    524,643
Health Club Membership                                                  155,600
Valet                                                                    12,000
Laundry                                                                  70,000
Miscellaneous                                                            59,900
                                                                   ------------

Effective Gross Residential Income                                 $ 12,427,061

EXPENSES                                              Per Sq.Ft 

Payroll                                                 $1.63      $    762,800
Fuel                                                     0.24           110,600
Utilities                                                0.42           196,500
Water and Sewer                                          0.19            89,500
Repairs and Maintenance                                  1.00           469,300
Management                                               0.53           248,500
Insurance                                                0.21            98,500
Administration                                           0.26           119,800
Professional                                             0.13            59,900
Leasing and Marketing                                    0.39           182,400
Health Club                                              0.34           158,600
Security                                                 0.05            25,000
Reserves                                                 0.21           100,800
Miscellaneous                                            0.11            51,800
Unabated Real Estate Taxes                               5.56      $  2,609,683
                                                         ----      ------------

 Total Operating Expens                                $11.27      $  5,283,683

 Net Operating Income                                  $15.23      $  7,143,379

 Expense Ratio                                                            42.5%
- --------------------------------------------------------------------------------

 Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 42


The operating budget expense suggests an expense ratio of 42.5% when the
unabated tax liability is applied. Typically, multi-family rental facilities
operate at expense ratios of between 40% and 60% of the effective gross income.
This suggests that the subject property is operating with an artificially
enhanced income capability due to the favorable real estate tax benefits
generated by the 421-a program. The balance of the subject property's expenses
are well supported as they are consistent with market driven data.

DISCOUNTED CASH FLOW VALUATION

Value is calculated by discounting the 10-year projected net proceeds of the
property at an appropriate discount rate. The discount rate is defined by the
Appraisal Institute as "a rate of return on capital used to convert future
payments or receipts into present value." The use of this rate results in a net
present value of a particular property when it is applied to a given income
stream and reversion.

This rate is determined by investors based upon the relative risk of a
particular investment in relation to other investment vehicles. Recent published
surveys of major investors' criteria have indicated that desired IRRs are
declining and generally range from 10.0% to 12.5% for residential apartment
buildings with the higher end of the range representing riskier, older
properties.


SELECTION OF AN INTERNAL RATE OF RETURN

The consensus of those actively engaged in the marketplace for apartment
buildings is that internal rates of return (based upon forecasting techniques
and assumptions similar to those utilized herein) fall within a broad range,
depending upon numerous risk factors including, among others:


(a)  Location: the better the location the lower the IRR;

(b)  Physical Characteristics of the Subject Property: the newer the property,
     the higher the quality of construction and finishes, and the better the
     design and layout of the physical plant, the lower the IRR;




          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 43


(c)  Degree of Forecasted Cash Flow Growth: the greater the growth forecasted,
     the higher the IRR;

(d)  Amount of Equity Investment Required: the greater the required equity
     investment (that portion of the total acquisition cost not typically funded
     by conventional financing), the higher the IRR;

(e)  Length of Projection Period: the longer the projection period, the higher
     the IRR; and

(f)  Type of Investment: the riskier the perceived return on investment for a
     particular type of real estate, the higher the IRR.

In our opinion, due to the subject property; (a) location in proximity to the
Midtown employment center; (b) age of construction; (c) the scheduled
termination of DHCR regulation coincident with the expiration of the 421-a
program benefits' and (d) high occupancy levels exhibited at competing market
rate residential facilities, with the anticipated continued demand for
well-priced housing opportunities, we believe a pre-tax yield rate of 11.0% is
appropriate for this investment.

TERMINAL CAPITALIZATION RATE: The terminal capitalization rate is applied to the
net operating income estimated for the year following the end of the holding
period so as to derive a value associated with the reversionary position. Part
of this valuation is a measure of confidence in the continued acceptance of the
subject property's overall design and its location within the influencing
Manhattan housing market over the 10-year holding period to maintain a
competitive position within the rental market and conversion potential to
condominium ownership. Based upon the surveys discussed, a rate of 8.0% is
deemed appropriate and will be processed in conjunction with the 11.0% discount
rate and growth rates discussed.

REVERSIONARY VALUE: The reversionary value has been calculated by capitalizing
the 11th year net operating income at the terminal capitalization rate of
8.0%.



          Koeppel Tener Real Estate Services, Inc., Valuation Division




<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 44


SALES COMMISSION: The current commercial brokerage commission is typically 1.0%
to 3.0% of the transaction price, however, this commission becomes negotiable
with the larger, higher profile properties. In our analysis, a 2.0% sales
commission of the future resale is estimated.

TRANSFER TAXES: The New York State and City recording transfer taxes totaling
3.025% of the reversionary value have been deducted. This tax rate reflects
current rates and has not been adjusted for inflation.

Based on the following cash flow model and summary, the Market Value of the
Leased Fee Interest in the subject property, operated as a multi-family rental
investment property and participating in New York City's 421-a real estate tax
exemption and abatement program, as of March 31, 1997 as if free and clear of
financing, is rounded to:


                NINETY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS
                                  ($92,500,000)


Although a value via the direct capitalization technique was not performed, the
indicated Market Value suggests an overall rate of 7.7% based on the stabilized
operating proforma. This capitalization rate is supported by the range of
overall rates (OARs) indicated by the recent sales activity cited in the
following Sales Comparison Approach section. The implied 7.7% capitalization
rate is considered appropriate given the conservative forecast of income and
expenses and condominium conversion potential of the subject property's units.





           Koeppel Tener Real Estate Services Inc., Manhattan Division



<PAGE>





The Ritz Plaza                                                     April 10,1997
New York, New York                                                       Page 45

<TABLE>
<CAPTION>
                     THE RITZ PLAZA: 11-YEAR CASH FLOW MODEL

- ------------------------------------------------------------------------------------------------------------------------------------
Period                                          1               2                 3             4               5               6
Fiscal Year                               1997/98         1998/99         1999/2000       2000/01         2001/02         2002/03
<S>                                     <C>             <C>             <C>             <C>             <C>             <C>        
INCOME
Residential Gross                       $10,943,701     $11,272,012     $11,610,172     $11,958,478     $12,880,231     $13,556,582
421-a Income                                379,167         444,167         506,167         574,167         292,500         146,250
Vacancy and Credit Loss                    (566,143)       (585,809)       (605,967)       (626,632)       (658,637)       (685,142)
                                       ------------    ------------    ------------    ------------    ------------    ------------
Effective Gross Residential Income      $10,756,724     $11,130,370     $11,513,372     $11,906,012     $12,514,094     $13,017,690

Commercial Base Rents                      $856,786        $861,623        $831,332        $695,120        $884,210        $912,128
RE Tax and Operating Escalation              36,050          41,352          69,821          43,700          22,257          38,318
Vacancy and Credit Loss                     (44,642)        (45,149)        (45,058)        (36,941)        (45,323)        (47,522)
                                       ------------    ------------    ------------    ------------    ------------    ------------
Effective Gross Commercial Income          $848,194        $857,826        $856,096        $701,878        $861,144        $902,924

Garage (includes R.E. Tax Escalation)      $524,643        $541,151        $588,347        $604,951        $660,883        $682,955
Health Club Membership                      155,600         160,268         165,076         170,028         175,129         180,383
Valet                                        12,000          12,360          12,731          13,113          13,506          13,911
Laundry                                      70,000          70,000          70,000          70,000          81,000          83,430
Miscellaneous                                59,900          61,697          63,548          65,454          67,418          69,441
                                       ------------    ------------    ------------    ------------    ------------    ------------

Effective Gross Income                  $12,427,061     $12,833,672     $13,269,169     $13,531,436     $14,373,174     $14,950,734

EXPENSES
Payroll                                    $762,800        $785,684        $809,255        $833,532        $858,538        $884,294
Fuel                                        110,600         113,918         117,336         120,856         124,481         128,216
Utilities                                   196,500         202,395         208,467         214,721         221,162         227,797
Water and Sewer                              89,500          92,185          94,951          97,799         100,733         103,755
Repairs and Maintenance                     469,300         483,379         497,880         512,817         528,201         544,047
Management                                  248,500         320,842         331,729         338,286         359,329         373,768
Insurance                                    98,500         101,455         104,499         107,634         110,863         114,188
Administrative                              119,800         123,394         127,096         130,909         134,836         138,881
Professional                                 59,900          61,697          63,548          65,454          67,418          69,441
Leasing and Marketing                       182,400         187,867         193,503         199,308         693,483         225,943
Health Club                                 158,600         163,358         168,259         173,307         178,506         183,861
Security                                     25,000          25,750          26,523          27,318          28,138          28,982
Reserves                                    100,800         103,824         106,939         110,147         113,451         116,855
Miscellaneous                                51,800          53,354          54,955          56,603          58,301          60,050
Real Estate Taxes                        $1,664,303      $1,720,341      $2,281,272      $2,325,575      $3,018,366      $3,139,654
                                       ------------    ------------    ------------    ------------    ------------    ------------

Total Operating Expenses                 $4,338,303      $4,539,443      $5,186,209      $5,314,265      $6,595,808      $6,339,733

Net Operating Income                     $8,088,758      $8,294,229      $8,082,960      $8,217,171      $7,777,366      $8,611,001
Expense Ratio                                  34.9%           35.4%           39.1%           39.3%           45.9%           42.4%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


The Ritz Plaza                                                     April 10,1997
New York, New York                                                       Page 46


               THE RITZ PLAZA: 11-YEAR CASH FLOW MODEL (Continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Period                                                      7               8                 9              10               11
Fiscal Year                                           2003/04         2004/05           2005/06         2006/07          2007/08
<S>                                                <C>              <C>              <C>              <C>              <C>        
INCOME
Residential Gross                                  $14,261,922      $14,689,779      $15,130,473      $15,584,387      $16,051,919
421-a Income                                              --               --               --
Vacancy and Credit Loss                               (713,096)        (734,489)        (756,524)        (779,219)        (802,596)
                                                  ------------     ------------     ------------     ------------     ------------
Effective Gross Residential Income                 $13,548,826      $13,955,291      $14,373,949      $14,805,168      $15,249,323

Commercial Base Rents                                 $940,963         $970,722       $1,001,436       $1,033,134       $1,065,849
RE Tax and Operating Escalation                         62,974           70,158           77,081           83,194           89,485
Vacancy and Credit Loss                                (50,197)         (52,044)         (53,926)         (55,816)         (57,767)
                                                  ------------     ------------     ------------     ------------     ------------
Effective Gross Commercial Income                     $953,741         $988,836       $1,024,591       $1,060,512       $1,097,568

Garage (includes R.E. Tax Escalation)                 $705,948         $727,617         $749,930         $772,900         $796,561
Health Club Membership                                 185,795          191,368          197,109          203,023          209,113
Valet                                                   14,329           14,758           15,201           15,657           16,127
Laundry                                                 85,933           88,511           91,166           93,901           96,718
Miscellaneous                                           71,524           73,669           75,880           78,156           80,501
                                                  ------------     ------------     ------------     ------------     ------------

Effective Gross Income                             $15,566,094      $16,040,050      $16,527,827      $17,029,317      $17,545,911

EXPENSES
Payroll                                               $910,823         $938,148         $966,292         $995,281       $1,025,139
Fuel                                                   132,062          136,024          140,105          144,308          148,637
Utilities                                              234,631          241,670          248,920          256,388          264,080
Water and Sewer                                        106,868          110,074          113,376          116,777          120,281
Repairs and Maintenance                                560,369          577,180          594,495          612,330          630,700
Management                                             389,152          401,001          413,196          425,733          438,648
Insurance                                              117,614          121,143          124,777          128,520          132,376
Administrative                                         143,047          147,339          151,759          156,312          161,001
Professional                                            71,524           73,669           75,880           78,156           80,501
Leasing and Marketing                                  237,699          244,830          252,175          259,740          267,532
Health Club                                            189,377          195,058          200,910          206,937          213,145
Security                                                29,851           30,747           31,669           32,619           33,598
Reserves                                               120,360          123,971          127,690          131,521          135,467
Miscellaneous                                           61,852           63,707           65,619           67,587           69,615
Real Estate Taxes                                   $3,268,880       $3,368,411       $3,470,844       $3,576,157       $3,684,641
                                                  ------------     ------------     ------------     ------------     ------------

Total Operating Expenses                            $6,574,109       $6,722,972       $6,977,706       $7,188,366       $7,405,360

Net Operating Income                                $8,891,984       $9,267,079       $9,550,121       $9,840,951      $10,140,551
Expense Ratio                                             42.2%            42.2%            42.2%            42.2%            42.2%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 47
                    



                                 THE RITZ PLAZA

                              SUMMARY OF CASH FLOWS

- --------------------------------------------------------------------------------
                                                11.0%
Cash Flow Year        Cash Flow       Discount Factor       Present Worth 
- --------------------------------------------------------------------------------
1997/98              $8,088,758             0.9009009          $7,287,169

1998/99               8,294,229             0.8116224           6,731,782

1999/2000             8,082,960             0.7311914           5,910,191

2000/01               8,217,171             0.6587310           5,412,905

2001/02               7,777,366             0.5934513           4,615,488

2002/03               8,611,001             0.5346408           4,603,793

2003/04               8,991,984             0.4816584           4,331,065

2004/05               9,267,079             0.4339265           4,021,231

2005/06               9,550,121             0.3909248           3,733,379

2006/07               9,840,951             0.3521845           3,465,830
                                                             ------------

                                                              $50,112,833

11th Year NOI                                                 $10,140,551
Terminal capitalization Rate                                          8.0%
Gross Reversionary Value                                     $126,756,889
Less:
Sales Commissions @                                 2.0%      ($2,535,138)
 NYS Recording/Transfer Fee                       3.025%      ($3,834,396)
                                                             ------------
 Net Reversionary Value                                      $120,387,355

1Oth year Discount Factor                                       0.3521845

 Present Value of Reversion                                   $42,398,558
 Plus: Present Value of Cash Flows                            $50,112,833
                                                             ------------
 Indicated Present Worth                                      $92,511,391
- --------------------------------------------------------------------------------
Source: Computations by KTR


          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 48
     


THE SALES COMPARISON APPROACH

The Sales Comparison Approach is an estimate of value derived from a sales
comparison with similar-type properties. This method directly reflects the
actions of buyers and sellers in the marketplace. Substitution is the underlying
principle affecting the choice of buyers and sellers, and which implies that a
prudent person will not pay more to buy a property than it would cost to buy a
comparable substitute property. The price a typical purchaser pays is usually
the result of a comparison process of various alternatives. This approach is
used primarily as a check on the value conclusion derived via the Income
Capitalization Approach.

Aside from the sale of the subject property in late-1996, only 1 sale of a
significant multi-family rental investment property occurred between the date of
the prior report and this update report. As such, the new sale data will be used
to supplement the multi-family building sale data presented within the Report
with the oldest sale removed from the grid previously presented. The value
conclusions derived from this section will be employed only as a check on the
Income Capitalization Approach, which is considered to be the primary indicator
of value for the subject property.
                                
The primary value indicator for the Sales Comparison Approach is considered to
be the price per square foot of above-grade building area, with the effective
gross income multiplier (EGIM) and price per unit employed as a check on the
reasonableness of the value derived. The summary table presented illustrates a
range of $4.18 to $164.28 per square foot of above-grade building area, with
EGIMs from 5.8 to 7.3) (effective gross income multiplier) and prices ranging
from $67,421 to $247,934 per unit. The sales are each compared to the subject
property with respect to various value influencing factors and adjusted
accordingly. Given the strengthening of the rental market and subsequent
re-positioning of condominium facilities as for-sale apartment properties after
interim rental programs, an upward adjustment to account for the general
recovery in the market is warranted. As market-oriented rents have risen by 1.0%
to 2.5% per month during the past 12-month period and given that overall
increases in market-oriented rental rates have significantly outpaced inflation,
risks associated with already constructed investment rental properties have been

          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 49
     

abated. Accordingly, investor demand for such property's expected to increase as
vacancy decontrol policies enhance cash flow growth potential and that the
traditional exit strategy of conversion to for-sale property has become
feasible for well-located properties. This last point is supported by the re-
marketing of failed condominium facilities as for-sale inventory after an
interim rental program.

As such, a time adjustment for improved market conditions averaging 2.0% per
month from the each sale date to the date of value will be applied. As market
conditions are generally accepted as improving commencing with the initial
months of 1995, time adjustments for pre-1995 sale dates will be tempered
somewhat to reflect the prevailing stagnant conditions. The sales cited are
summarized in the table presented on the following page.

Additional adjustment factors considered are location, property size, condition,
unit mix and cash flow potential. This task is complicated by the fact that
specific, detailed data pertaining to the sales is very limited. The available
sales data for each property cited is further detailed in the Addenda of this
report.



ADDITIONAL IMPROVED SALE: 261-67, 269-75 Amsterdam Avenue (a.k.a. 175 West 72nd
Street/170 West 73rd Street) is comprised of (2) 12-story plus penthouse
apartment buildings constructed in 1906 and renovated in 1963. The retail
frontage is continuous from West 72nd to 73rd Street along a heavily-trafficked
portion of Amsterdam Avenue. The property was purchased by Arnold
Goldstein/Samson Management, owners and operators of numerous multi-family and
commercial properties throughout the tri-state region. A review of the rent
roll indicates rent regulated rents from $490 to $2,673 per month, with an
average rent of $1,087 per month. Unit sizes reportedly average 1,300 square
feet, suggesting average annualized residential rents of approximately $10.03
per square foot of apartment area. The units have an 11-foot ceiling height and
fireplaces, and many of the units have been divided. The retail component is
indicated to contribute 50% of the total effective gross income. The estimated
above-grade area of 222,767 square feet equates to a purchase price of $105.49
per square foot.


          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>





<TABLE>
<CAPTION>
                                       THE RITZ PLAZA - COMPARABLE MULTI-FAMILY BUILDING SALES

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Price per
                                                                      Price per       Sq. Ft.      OAR       Comments and EGIM
   Address                   Sale Date           Price   No. Units         Unit       (Gross)   (estimated)  discussion
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>           <C>           <C>           <C>            <C>      <C>              
1. 261-75 Amsterdam Avenue  January 1997   $23,500,000         135     $174,074      $105.49        8.2%     (2) 12 story apartment
                                                                                                              buildings with
                                                                                                              grade-level retail
                                                                                                              fronting along
                                                                                                              Amsterdam Ave from
                                                                                                              West 72nd to West 73rd
                                                                                                              Streets. Value
                                                                                                              indicators based on
                                                                                                              1995 actual income and
                                                                                                              expenses (plus
                                                                                                              reserves and
                                                                                                              additional maintenance
                                                                                                              expense). The value
                                                                                                              indicators suggest a
                                                                                                              gross rent multiplier
                                                                                                              of 6.7

2. 888 Eighth Avenue         August 1995   $28,713,078    221 plus      $74,969       $93.67        8.5%      20-story building
                                                           retail*                                            constructed 1965 in 
                                                            garage                                            the Clinton area. 
                                                                                                              Purchased by operator 
                                                                                                              of numerous rental    
                                                                                                              facilities as a       
                                                                                                              mis-managed facility. 
                                                                                                              Numerous non-primary  
                                                                                                              residence actions are 
                                                                                                              currently pending to  
                                                                                                              increase turnover at  
                                                                                                              market-oriented rents 
                                                                                                              under DHCR regulation.
                                                                                                              The purchase price    
                                                                                                              represents a gross    
                                                                                                              rent multiplier of    
                                                                                                              5.8.                  
                                                                                                              
3. 150 East 18th Street        July 1995   $14,900,000    261 plus      $67,421       $84.18        8.1%      14-story plus         
                                                          retail +                                            penthouse building    
                                                            garage                                            constructed circa 1960
                                                                                                              in the Gramercy Park  
                                                                                                              area. Apartment mix is
                                                                                                              primarily studio and  
                                                                                                              1-BRs. 58 car garage  
                                                                                                              for tenant use only.  
                                                                                                              The property is DHCR  
                                                                                                              rent stabilized and   
                                                                                                              has a high occupancy  
                                                                                                              rate. The purchase    
                                                                                                              price represents a    
                                                                                                              gross rent multiplier 
                                                                                                              of 5.9                
                                                                                                              
4. 303 East 83rd Street      August 1994   $33,500,000    261 plus     $128,352      $153.54        8.5%      32-story building
   The Camargue                                           retail +                                            constructed in 1979 as
                                                            garage                                            a rental. Renewal
                                                                                                              leases are at market  
                                                                                                              as the 421-a benefits 
                                                                                                              have expired. Buyers  
                                                                                                              are contemplating a   
                                                                                                              conversion as a     
                                                                                                              middle market condo.  
                                                                                                              The property is 100%  
                                                                                                              occupied and the      
                                                                                                              purchase price        
                                                                                                              represents a gross    
                                                                                                              rent multiplier of    
                                                                                                              6.1.                  
                                                                                                              

5. 62 West 62nd Street         July 1994   $30,000,000    121 plus     $247,934      $164.28        8.1%      26-story building     
   Chequers                                                 retail                                            constructed in 1989 as
                                                                                                              a condominium and     
                                                                                                              subsequently operated 
                                                                                                              as a rental facility. 
                                                                                                              The property is 100%  
                                                                                                              occupied and will be  
                                                                                                              repositioned again as 
                                                                                                              a condominium         
                                                                                                              apartment building    
                                                                                                              with retail along     
                                                                                                              Broadway. The purchase
                                                                                                              price represents a    
                                                                                                              gross rent multiplier 
                                                                                                              of 7.3.               
                                                                                                              

Ranges                         July 1994   $14,900,000         121      $67,421       $84.18        8.1%      Estimated and actual 
                                      to            to          to           to           to          to      EGIMs from 5.8 to 7.3
                            January 1997   $33,500,000         383     $247,934      $164.28        8.5%                        
- ------------------------------------------------------------------------------------------------------------------------------------

     Source: Field survey. REDIDATA material with calculations by KTR; Compiled by KTR
</TABLE>


          Koeppel Tener Real Estate Services Inc., Valuation Division


<PAGE>



The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 51



The effective gross income at the time of the contract indicates a Effective
Gross Income Multiper of 6.7 and the 1995 operating income equates to an overall
rate of 8.2% at an expense ratio of 45.0%, all according to seller-submitted
data (plus an amount estimated for reserves and additional maintenance expense).
A slight upward adjustment for improved market conditions was effected. Although
renovated 30 years ago, this facility is approximately 90 years old and a large
upward adjustment for age is warranted. Given the situs on Amsterdam Avenue at
West 72nd Street, an upward adjustment for the commercial character of the
location is warranted (which is tempered somewhat by a downward adjustment for
the overall desirable Upper West Side neighborhood). Based on the average-sized
apartment unit, a large upward adjustment for the inferior utility is warranted.
This is compounded with upward adjustments to reflect the inferior interior
finishes and fixtures, and lower overall average floor height (affecting the
amount of natural light and air) and overall view qualities. No adjustment for
the significant contribution of non-residential income was warranted, however an
upward adjustment for the inferior average residential rent level due to long-
lived DHCR regulation relative to the subject property was effected. Overall, a
significant upward adjustment was considered appropriate to the $105.49 price
per square foot of above-grade building area.


Aside from upward adjustments to account for improved overall market conditions
since the analysis contained within the Report, no further adjustments were
deemed necessary to the sale previously cited. As such, the indicated average


CONCLUSIONS

Considering tile subject property's location, design of the units, amenities,
non-residential income component and proximity to the employment centers, the
subject property displays qualities which offer a direct competitive choice to
the properties cited.


          Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>






The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 52


                                 The RITZ PLAZA

                        SALES COMPARISON ADJUSTMENT GRID

<TABLE>
<CAPTION>

                                                                             
         
- ------------------------------------------------------------------------------------------------------------------------------------
                           Sale 1                  Sale 2                Sale 3               Sale 4                  Sale 5

Address               261-275 Amsterdam Ave   888 Eighth Avenue   150 East 18th Street   303 East 83rd Street   62 West 62nd Street

Price per Sq. Ft         $ 105.49               $  93.67              $  84.18             $ 153.54                 $ 164.28
- ------------------------------------------------------------------------------------------------------------------------------------
Adjustments                                                                                                          
                                                                                    
<S>                          <C>                   <C>                   <C>                  <C>                      <C>
Time                         6%                    41%                   43%                  55%                      57%
                                                                                          
Prime Adjusted Price                                                                      
per Sq.Ft.               $ 111.68               $ 131.64              $ 120.04             $ 237.78                 $ 257.81
                                                                                          
Location                     0%                     0%                   -5%                 -20%                     -15%
                                                                                          
Age                         25%                    20%                   20%                   5%                       5%
                                                                                          
Unit Size                   10%                    10%                   15%                  10%                      -5%
                                                                                          
Unit Finish                 25%                    15%                   15%                   5%                      -5%
                                                                                            
Cash Flow                   15%                    10%                   20%                 -10%                      -5%
                            --                     --                    --                   --                        -- 
                                                                      
Total Adjustments (%)       75%                    55%                   65%                 -20%                     -25%
                                                                      
Adjusted Price                                                        
per Sq.Ft.               $ 195.44               $ 204.04              $  98.07             $ 190.23                 $ 193.36
                                                                      
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                          
                                              
Source:  Computations and adjustments by KTR
</TABLE>



The unadjusted sale prices range from $84.18 to $164.28 per square foot of
above-grade building area, with the adjustments producing a tighter range from
$190.23 to $204.04 per square foot of building area. Based upon the preceding
analysis, and with most emphasis placed on the sales pf newer facilities, an
indicated value rounded to 195.00 per square foot of above-grade building area
is deemed appropriate. Application of tile $195.00 per square foot value
indicator to the 469,267 square foot above-grade building area results in a
value estimate of $91,507,065 for the subject property.

Based on the stabilized operating proforma effective gross income of
$12,427,061 (as derived in the Income Capitalization Approach section of this
report), suggests an EGIM of 7.4. Both the sale price per square foot and EGIM
value indicators are strongly supported by the ranges illustrated by the
comparable properties cited. As such, the indicated value estimate will be
adopted.


ADJUSTMENT FOR REMAINING 421-a PROGRAM BENEFITS: The $2,400,000 present value of
the remaining 421-a program benefit period is added to the indicated value
estimate. This equates to a total value estimate of $93,907,065 for the subject
property.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 53


Therefore, the indicated Market Value of the Leased Fee Interest in the subject
property via the Sales Comparison Approach with consideration for the
present value associated with the remaining 421-a program benefits, as of March
31, 1997 and as if free and clear of financing is rounded to:

               NINETY-THREE MILLION NINE HUNDRED THOUSAND DOLLARS

                                  ($93,900,000)


It is noted that this value is well in excess of the $77,000,000 transfer price
noted for the subject property. The differential between the subject property's
recent selling price and the indicated value via the Sales Comparison Approach
is directly attributed to the atypical conditions of sale involving purchasing
the asset during a bankruptcy and foreclosure proceeding before a plan of
reorganization was approved. As such, the sale price by itself does not
adequately consider the additional risk premium associated with a protracted
contract period, negotiating with various third-party claimants and
extraordinary professional fees incurred.



RECONCILIATION AND FINAL CONCLUSION OF VALUE

The purpose of this appraisal is to provide an estimate of the Market Value of
the Leased Fee Interest in the subject property. The indicated Market Value
estimates for the subject property are as follows:



     The Income Capitalization Approach:               $92,500,000
     The Sales Comparison Approach:                    $93,900,000
     The Cost Approach:                                    - N/A -



The primary approach to value is considered to be the Income Capitalization
Approach, as the subject property is being valued as a rental apartment building
investment property. The Sales Comparison Approach was performed and utilized as
second approach to value. The subjectivity in estimating construction costs,
qualifying economic obsolescence present in the market and determining an
appropriate entrepreneurial profit combine to make the Cost Approach method one
that is


<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 54



infrequently relied upon for this type of property. As such, a Cost Approach has
not been included in this appraisal.

The Sales Comparison Approach typically provides an estimate of value based upon
the recent activity of buyers and sellers in the marketplace. However, for
rental apartment properties, there are numerous issues to be considered, such as
vacancies at sale, conversion potential, income and expenses, etc., which cloud
sales prices. Adjustments are therefore difficult to quantify accurately. While
this approach provides some measure of comparison, it does exhibit a significant
degree of diminished utility.

The Income Capitalization Approach is well documented by actual and extensive
market data and supports the Market Value estimate derived herein. The Income
Capitalization Approach is considered to be the most important value indicator,
since the subject property is income producing. This approach is the best
evidence and reflection of the economic realities of the marketplace as the
Income Capitalization Approach seeks to view the subject property's value from
the perspective of the typical investor. The subject property would be bought
and sold in the marketplace primarily on its ability to produce annual net
income. KTR has formulated a series of assumptions relating to the rental rates
and projected continuance of income sources. Projected revenue from all sources,
operating expenses and real estate taxes have been incorporated into a
stabilized pro forma, commencing April 1, 1997, to arrive at our estimate of
Market Value.

This approach reflects the relationship between the income a property is capable
of generating and its value in the marketplace. Typical investors judge the
value of a property based upon the quality and quantity of the income generated,
as well as the likely impact of market conditions on future income generation.
The Income Capitalization Approach, by considering these factors, provides the
greatest measure of the credibility for this type of property. Recognizing that
the Income Capitalization Approach incorporates only the economic factors
involved in real estate investment,


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>
                          
The Ritz Plaza                                                    April 10, 1997
New York, New York                                                       Page 55



We are of the opinion that the conclusion reached by this approach best reflects
present market conditions and the subject property's actual Market Value.

Accordingly, based on the preceding analysis and evaluation, we are of the
opinion that the Market Value of the Leased Fee Interest of the Ritz Plaza as
currently operating as a mixed-use multi-family rental investment property, as
of the date of inspection, March 31, 1997, as if free and clear of financing is:



                NINETY-TWO MILLION FIVE HUNDRED THOUSAND DOLLARS

                                  ($92,500,000)


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>



The Ritz Plaza                                                    April 10, 1997
New York, New York                                                Addenda Page 1

                                            



                                                                         
                                    ADDENDA





          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                Addenda Page 2

       






                       DESCRIPTION OF IMPROVED SALES CITED



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>



The Ritz Plaza                                                    April 10, 1997
New York, New York                                                Addenda Page 3

       


IMPROVED SALE NUMBER 1
Property Address:                  261-67 and 269-75 Amsterdam Avenue a.k.a. 177
                                   West 72nd Street and 170 West 73rd Street

Date of Sale:                      January 2, 1997

Block/Lot:                         1144/1         261-67 Amsterdam Avenue
                                   1144/61        269-75 Amsterdam Avenue


Grantor:                           Broadway Amsterdam Associates L.P.
                                   c/o A. Turobiner
                                   175 West 72nd Street, 
                                   New York, New York

Grantee:                           G & L Realty, L.L.C.
                                   c/o Michael Laub
                                   825 East 233 Street, Bronx, New York

Description:                       (2) 12-story multi-family apartment buildings
                                   containing 135 apartments built in 1906 and
                                   renovated in 1963. The facility is located
                                   within the Upper West Side submarket. The
                                   above-grade area is estimated at 222,767
                                   square feet. The residential rentable area is
                                   estimated at 175,500 square feet for the
                                   apartments, indicating a average-sized unit
                                   of approximately 1,300 square feet. The
                                   retail component fronts along Amsterdam
                                   Avenue and contributes approximately 50.0% of
                                   income.

Sale Price:                        $23,500,000
                                   Cash over a $4,847,809 mortgage

Estimated average apartment
rent:                              $10.03 per rentable square foot.

Unit Price:                        $105.49 per square foot of above-grade area
                                   $133.90 per rentable residential square foot
                                   $174,074 per unit

Estimated Overall Rate:            8.2% (based on seller records at time of
                                   sale)

 Gross Income Multiplier:          6.7 (based on seller records at time of sale)


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>





                             261-75 AMSTERDAM AVENUE


                                     [PHOTO]


                                [GRAPHIC OMITTED]


<PAGE>



The Ritz Plaza                                                    April 10, 1997
New York, New York                                                Addenda Page 5

       




IMPROVED SALE NUMBER 2
Property Address:                  870-88 Eighth Avenue


Date of Sale:                      August 16, 1995

Block/Lot:                         1024/1


Grantor:                           Andrea Woodner & Ano (Co-Exs)
                                   745 Fifth Avenue
                                   New York, NY

Grantee:                           Sunshine Associates, LLC
                                   c/o Jeffrey Manocherian
                                   c/o Manocherian Brothers
                                   150 East 58th Street
                                   New York, NY

Description:                       20-story residential building containing 383
                                   apartments built in 1965. The structure
                                   fronts along Eighth Avenue between West 52nd
                                   and 53rd Streets. The above-grade area is
                                   estimated at 306,525 square feet. The
                                   residential rentable area is estimated at
                                   250,000 square feet for the apartments,
                                   indicating a average-sized unit of
                                   approximately 653 square feet. Garage and
                                   retail components contribute approximately
                                   20% of income for year prior to sale.

Sale Price:                        $28,713,079
                                   All cash

Estimated average 
apartment rent:                    $16.00 per rentable square foot. Current
                                   ownership is accelerating unit turnover via
                                   non-primary residence actions.

Unit Price:                        $93.67 per square foot of above-grade area
                                   $114.85 per rentable residential square foot
                                   $74,969 per unit

Estimated Overall Rate:            8.7% (based on 1994 NOI of $2,454,347)

Gross Income Multiplier:           5.8 (based on 1994 EGI of $4,977,355)


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>



                                                                             
                                                                   
                                888 Eighth Avenue

                                     [PHOTO]
                                                             

                                [GRAPHIC OMITTED]



<PAGE>
                            

The Ritz Plaza                                                    April 10, 1997
New York, New York                                                Addenda Page 7

       



IMPROVED SALE NUMBER 3
Property Address:                  150 East 18th Street (a.k.a.  196 - 202 Third
                                   Avenue)

Date of Sale:                      July 11, 1995

Block/Lot:                         783/40

Grantor:                           Masbel Realty Corp.
                                   c/o E.Jacobs
                                   150 east 18th Street
                                   New York, NY

Grantee:                           SIBA Real Estate LP
                                   c/o Sam Abram
                                   c/o American SIMBA Corp.
                                   580 Fifth Avenue
                                   New York, NY

Description:                       14-story plus penthouse residential building
                                   containing 221 residential apartments built
                                   circa 1960. The structure fronts along Third
                                   Avenue and East 18th Street. The above-grade
                                   area is estimated at 176,995 square feet. The
                                   residential rentable area is estimated at
                                   152,900 square feet for the apartments,
                                   indicating a average-sized unit of
                                   approximately 841 square feet. Garage and
                                   retail components contribute approximately
                                   20% of income for year prior to sale.

Sale Price:                        $14,900,000
                                   All cash to seller

Estimated average 
apartment rent:                    $13.65 per rentable square foot.

Unit Price:                        $84.18 per square  foot of  above-grade  area
                                   $97.45 per rentable  residential  square foot
                                   $67,421 per unit

Estimated Overall Rate:            8.1% (based on 1995 NOI of $1,213,667)

Gross Income Multiplier:           5.9 (based on 1995 EGI of $2,519,714)


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>



                              150 East 18th Street


                                     [PHOTO]


                                [GRAPHIC OMITTED]




<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                                Addenda Page 9

       


IMPROVED SALE NUMBER 4
Property Address:                  The  Camargue  303 East 83rd  Street  (a.k.a.
                                   1602-12 Second Avenue)

Date of Sale:                      August 1994

Block/Lot                          1546/1

Grantor:                           Romford  Realty c/o Peter S. Kalikow 
                                   101 Park Avenue
                                   New York, NY

Grantee:                           303 East 83rd Acquisition Associates, L.P.
                                   c/o Robert Gladstone, et al

Description:                       A 32-story residential building built in 1979
                                   and comprising approximately 218,187 square
                                   feet of above-grade area of which 210,669 is
                                   allocated to the residential portion. There
                                   are 2 retail spaces totaling 6,265 square
                                   feet in area and a 100-car garage. Vacancy
                                   decontrol occurs as 421-a real estate tax
                                   benefits have expired and only 81 units
                                   remain under DHCR regulation. The unit mix is
                                   78% 1-BRs and 22% 2-BRs. The purchaser is
                                   planning to convert the premises to
                                   condominium ownership with pricing targeted
                                   for the $300 per square foot market.

Contract Price:                    Equity          $ 8,500,000
                                   Mortgage*        25,000,000
                                                   -----------
                                   Total           $33,500,000
                         
                                   * Mortgage  is based on LIBOR plus 350 basis
                                   points for a 5-year term.  Additional  terms
                                   include  a  participation  in net  conversion
                                   proceeds  and/or  rental net  operating  cash
                                   flow.

Estimated average 
apartment rent:                    $24.00 per rentable square foot

Unit Price:                        $153.54 per square foot of above-grade area
                                   $159.02 per square foot of rentable area
                                   (residential) 
                                   $125,352 per residential unit

Estimated Overall Rate:            8.5% (based on an NOI of $2,845,000)

Gross Rent Multiplier:             6.1 (based on EGI of $5,530,000)


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


                                                                             
                                                                         
                                  The Camargue
                                                             
                              303 East 83rd Street


                                     [PHOTO]


                                [GRAPHIC OMITTED
                                                                             
                                                                             
                                                                         
                                                                    
<PAGE>


                                                                             
The Ritz Plaza                                                   April 10, 1997
New York, New York                                               Addenda Page 11

       



IMPROVED SALE NUMBER 5
Property Address:                  Chequers 62 West 62nd Street (a.k.a. 1871 -
                                   79 Broadway)

Date of Sale:                      July 1994

Block/Lot                          1114/51

Grantor:                           Kalikow Lincoln Development Company 
                                   c/o Peter  S. Kalikow 
                                   101 Park Avenue 
                                   New York, NY

Grantee:                           Rose Associates
                                   New York, NY

Description:                       A 26-story residential building containing
                                   121 apartments including a superintendent's
                                   unit. The above-grade area is estimated at
                                   182,616 square feet. The residential rentable
                                   area is estimated at 126,555 square feet. Was
                                   originally built as a condominium but has
                                   been utilized as a rental. The purchaser may
                                   initiate a conversion plan if the for-sale
                                   market conditions improve.

Sale Price:                        Equity          $ 7,500,000                
                                   Mortgage*        22,500,000
                                                   -----------
                                   Total           $30,000,000
                                                                     
                                   * Mortgage forecasted at 75% loan-to-value at
                                   market rate (8.5% - 8.75%), as based on
                                   discussions with financial institution market
                                   professionals familiar with the transaction.

Estimated average 
apartment rent:                    $27.00 per square foot
 
Unit Price:                        $164.28 per square foot of above-grade area
                                   $237.05 per rentable square foot 
                                   $247,934 per unit
                                   

Estimated Overall Rate:            8.1% (based on 1993 NOI of $2,435,000)
                 
Gross Income Multiplier:           7.3 (based on 1993 EGI of $4,120,000)


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>



                               62 West 62nd Street


                                     [PHOTO]


                                [GRAPHIC OMITTED]




<PAGE>

The Ritz Plaza                                                    April 10, 1997
New York, New York                                               Addenda Page 13


                      LOCATION MAP OF IMPROVED SALES CITED

                                [GRAPHIC OMITTED]


 Improved Sale No. 1 - 261-75 Amsterdam Avenue
 Improved Sale No. 2 - 888 Eighth Avenue
 Improved Sale No. 3 - 150 East 18th Street
 Improved Sale No. 4 - 303 East 83rd Street "Camargue"
 Improved Sale No. 5 - 26 West 62nd Street "Chequers"


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>




The Ritz Plaza                                                    April 10, 1997
New York, New York                                               Addenda Page 14




                              LETTER OF ENGAGEMENT



          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


 [LETTERHEAD]  C.S. RITZ HOLDINGS, L.P.



           March 27, 1997                                                  



Mr. Steven J. Schleider, m.a.i.
Koeppel Tenner Real Estate Services Inc.
575, Lexington Avenue
New York, New York
1226102                                       

Subject:     Update Appraisal Ritz Plaza Financing


Dear Steven,

Following our conversation and Goldman, Sachs & Co.'s request for the above
mentioned, this letter gives you the authorization to proceed with the update
appraisal of the property located at 235-237 48th Street, New York called the
Ritz Plaza.

It is understood that your fees in conjunction with your scope of work will be
$5,000 U.S. It is also understood that CS Ritz Holdings L.P. will have the
opportunity of reviewing the conclusion of this update appraisal and have copies
of the final report.

We trust the foregoing satisfactory, in the meantime should any question arise,
please feel free to contact either the undersigned or Ofer Yardeni for financial
or other informations at (212) 750-0707.

Yours truly,

/s/ Nicolas Rancourt

Nicolas Rancourt
Manager, Acquisitions

NR/pdg

c.c.: Messrs.  Val Wagner       (Wagner U.S. Holdings Inc.)
               Ofer Yardeni     (Stonehenge Partners, Inc.)
               Andre Collin     (Cadim Inc.)




<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                               Addenda Page 15








                        QUALIFICATIONS OF THE APPRAISERS



          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>




                                                                             
                       
The Ritz Plaza                                                    April 10, 1997
New York, New York                                               Addenda Page 16


                            BIOGRAPHICAL INFORMATION



MARTIN B. LEVINE is a designated member of the Appraisal Institute (MAI) where
he served on the Chapter #4 Board of Directors and was Chairman of the
Admissions Committee.

Mr. Levine received his Bachelors Degree in Architecture and Masters Degree in
City and Regional Planning from Pratt Institute in Brooklyn, New York. He has
attended numerous real estate education courses and seminars, including those
offered by the American Institute of Real Estate Appraisers, the Society of Real
Estate Appraisers, Cornell University (Hotel Development and Design), and New
York University.

Mr. Levine is Director of the New York Appraisal Division for Koeppel Tener Real
Estate Services, Inc. His responsibilities include staff supervision, appraisal
management, maintaining product quality marketing and client development. During
his appraisal career Mr. Levine has been associated with The Weitzman Group,
Inc., a national real estate appraisal and consulting firm, and Planned
Expansion Group - Real Estate Consultants, Inc., architectural design and real
estate consultants. Mr. Levine was previously at The Chase Manhattan Bank for
eleven years as the Vice President in charge of the Metropolitan New York
Appraisal Division. He has performed appraisals on all types of real property
throughout the United States including office buildings, industrial buildings,
hotels and motels, hospitals, apartment buildings and garden apartments,
condominium and co-operative conversions, vacant land and subdivision
development, shopping centers, and loft buildings.

Mr. Levine is a member of the Real Estate Board of New York and the Urban Land
Institute. He is the author of "Valuing a Condominium Conversion" which appeared
in The Appraisal Journa1 and is a contributor to "Subdivision Valuation",
published by the American Institute of Real Estate Appraisers.


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


he Ritz Plaza                                                    April 10, 1997
New York, New York                                               Addenda Page 17


                            BIOGRAPHICAL INFORMATION



STEVEN J. SCHLEIDER is a designated member of the Appraisal Institute (MAI) and
is certified by the State of New York as a real estate general appraiser. He is
a vice president of the New York Appraisal Division of Koeppel Tener Real Estate
Services, Inc.

Mr. Schleider received his Bachelor of Arts degree from Berklee College in 1976.
He has completed numerous graduate courses in finance and economics at the
Bernard M. Baruch School of Business, City University of New York. Additionally,
he has attended seminars and continuing education courses in real estate. Mr.
Schleider has successfully completed the Real Estate Appraisal Principles (RI),
Basic Valuation Procedures (R2), Introduction to Income Property Valuation (GI),
Principals of Income Property Appraisal (G2), and Applied Income Property
Valuation (G3) courses offered by the Real Estate Institute at New York
University, and, Advanced Income Capitalization (Course 510), Highest and Best
Use and Market Analysis (Course 520), Advanced Sales Comparison and Cost
Approach (Course 530), Report Writing and Valuation Analysis (Course 540),
Advanced Applications (Course 550) and the Standards of Professional Practice,
Parts A and B, offered by the Appraisal Institute.



Prior to joining the firm, Mr. Schleider was employed by Gilbert Charles Beylen,
Inc., an industry leader in the marketing of luxury hi-rise residential
properties. There he analyzed and developed strategies and feasibility studies
for some of Manhattan's more prestigious properties. From there he joined a real
estate consulting firm that provided asset evaluation services to money center
banks and other financial institutions. His experience in real estate is broad
based and his assignments have included rental, cooperative and condominium
apartment buildings; shopping centers; office buildings; development projects in
various stages of approval; and blocks of cooperative unsold shares.

Mr. Schleider served as the President of the Associate and Affiliate Members
0rganization of the New York Metropolitan Chapter of the Appraisal Institute.
Furthermore, he has been a licensed real estate broker in the State of New York
since 1982 and is a member of the Young Mortgage Bankers Association and both
the New York State Association and National Association of Realtors (NAR).


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>


The Ritz Plaza                                                    April 10, 1997
New York, New York                                               Addenda Page 18



                                                              
                              CLIENT-PROVIDED DATA


          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>

<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          1     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-570   28C   ABAD, RAMON                      08/01/95   07/31/98   1584.30    135.08   1719.38   670            1BDRM 
174-008    8D   ABRAHAMSOHN, DANIEL A.A.         08/01/95   07/31/97   1611.91     59.40   1671.31   670            1BDRM 
174-174   14M   ABRUZZO, CRAIG                   08/01/95   07/31/97   1553.84    105.60   1659.44   751            1BDRM 
174-240   16R   AGRAWAL, SANJEEV                 08/01/95   07/31/97   1612.62     89.10   1701.72   710            1BDRM 
174-058    9P   AGREN, DANIEL                    10/01/95   09/30/97   1502.08     89.10   1591.18   670            1BDRM 
174-246   17C   AHN, SUNG                        08/08/96   08/31/97   1670.00     30.69   1700.69   648            1BDRM 
174-350   2OF   AHN, SUNG BOK                    07/07/96   07/31/97   1705.00     45.65   1750.65   665            1BDRM 
174-602   29E   AKIMOTO, SATOHIRO                08/20/95   08/31/97   1767.81     73.70   1841.51   665            1BDRM 
174-904   41H   ALFIN, INC.                      02/01/97   01/31/98   2567.19    150.15   2717.34   980            2BDRM 
174-060    9R   AMS ARCHITECTURAL TECHNOLOGIES   11/01/95   10/31/97   1556.70     89.10   1645.80   670            1BDRM 
174-946   43E   ANDREWS, MARTIN                  06/14/96   06/30/97   1950.00     35.97   1985.97   670            1BDRM 
174-120   11R   BOLAND CORP.HOUSING              03/01/97   02/28/98   1758.75     36.30   1795.05   710            1BDRM 
174-768   35M   APOLLON, JOCELYN                 08/01/96   07/31/97   1910.00       .00   1910.00   710            1BDRM 
174-056    9N   ARDVINO, FLORENCIA               07/15/96   07/31/97   1650.00       .00   1650.00   589            1BDRM 
174-784   36H   ASANUMA, TOSHIYOKI               06/16/95   06/30/97   2650.00     49.94   2699.94  1100            2BDRM 
174-980    4V   LUCENT TECHNOLOGIES INC.         03/01/95   02/29/00       .00  14375.00  14375.00  6000   CML   
174-746   35A   BACKENECKER, CLAUDIA             10/21/95   10/31/97   1863.75     30.69   1894.44   738            1BDRM 
174-670   31L   BADINTER, GEORGE                 11/15/96   11/30/97   1950.00       .00   1950.00   670            1BDRM 
174-630   30E   BAILEY, CHERYL S.                10/01/95   09/30/97   1601.15    135.52   1736.67   665            1BDRM 
174-384   21H   BARBA, GHEORGHE                  08/01/95   07/31/97   1446.68    128.48   1575.16   665            lBDRM 
174-080   IOK   BARNAVON, EREZ                   01/01/97   12/31/97   1660.05     79.20   1739.25   665            1BDRM 
174-048    9J   BARNES, ERICA                    07/06/95   07/31/97   1570.89     61.82   1632.71   665            1BDRM 
174-510   26A   BARNES, DAVID                    06/07/96   06/30/97   1825.00     34.87   1859.87   740            1BDRM 
174-394   21N   BARTLETT, RONALD L.              05/13/95   05/31/97   1685.04     64.24   1749.28   712            1BDRM 
174-472   24K   BARTRIP, LISA                    02/05/97   02/28/98   1995.00       .00   1995.00   728                  
                BILL ATTN:GWEN PURCELL                                                                                             
174-662   31G   BAUZA, ROBERTO P.                08/13/96   08/31/97   1825.00     33.22   1858.22   665            1BDRM 
174-214   16B   BEHAR, SHERRIE                   11/01/95   10/31/97   1119.57    135.30   1254.87   383            STUDIO
174-738   34J   BEHNKE-REINER, SUSANNE           10/26/96   10/31/97   3400.00       .00   3400.00  1100            2BDRM 
174-242   17A   BEISER, ULRIKE                   09/01/96   08/31/97   1350.00       .00   1350.00   400            STUDIO
174-772   36B   BEN-MOHA, JACOB                  04/01/97   03/31/98   3060.00     68.64   3128.64  1175            2BDRM 
174-898   41E   BENOIT, CATHERINE                10/06/94   10/31/97   1890.00     61.60   1951.60   662            1BDRM 
174-264   17M   BERLI, MICHAEL A.                01/01/97   12/31/97   1890.00     84.26   1974.26   751            1BDRM 
174-776   36D   BERTELSMANN INC                  11/01/95   10/31/97   1637.15    153.16   1790.31   665            1BDRM 
174-386   21J   BESTHOF, MENACHEN                09/01/95   08/31/97   1434.89    128.48   1563.37   670            1BDRM 
174-864   39M   BJORKLUND, CARL                  10/01/95   09/30/97   1584.01    176.00   1760.01   670            1BDRM 
174-794   37A   BLAISE, DIDIER                   08/04/96   08/31/97   1849.00       .00   1849.00   738            1BDRM 
174-962   44A   BODSON, JEAN-LUC                 10/01/95   09/30/97   3855.60    193.60   4049.20  1469            PNTHS 
174-252   17F   BOLAND CORPORATE HOUSING, INC.   02/01/97   01/31/98   1758.75     31.68   1790.43   670            1BDRM 
174-334   19N   BOLAND CORPORATE HOUSING, INC.   01/16/97   01/31/98   1725.00     30.80   1755.80   670            1BDRM 
174-352   2OG   BOLAND CORPORATE HOUSING, INC.   03/01/97   02/28/98   1785.00     37.95   1822.95   662            1BDRM 
174-816   37M   BOLAND CORPORATE HOUSING INC.    02/01/97   01/31/98   1916.25     28.49   1944.74   670            1BDRM 
174-948   43F   BOLAND CORP.HOUSING,INC.         03/12/97   03/31/98   2000.00       .00   2000.00   662            
174-282   18F   BONNER, ANTHONY                  02/01/97   01/31/98   1758.75     31.79   1790.54   665            1BDRM 
174-486   25C   BORGTS, PETER ALEXANDER          05/30/95   05/31/97   1653.65    202.95   1856.60   670            1BDRM 
174-512   26B   BRADSHAW, GAIL-ANN               07/05/96   07/31/97   1925.00       .00   1925.00   670            1BDRM 
174-018    8J   BRAMER, MARCO A.                 08/10/96   08/31/97   1669.31     61.38   1730.69   670            1BDRM 
174-958   43L   BRODNICKI, ADAM                  11/01/96   10/31/97   2050.00       .00   2050.00   712            1BDRM 
174-418   22L   BT NORTH AMERICA INC.            12/01/97   01/31/98   2107.32     77.20   2184.52   751            1BDRM 
174-628   30D   BT NORTH AMERICA, INC.           02/01/97   01/31/98   1867.82     64.68   1932.50   665            1BDRM 
174-532   26M   BUENDIA, ROSARIO                 09/01/95   08/31/97   1638.63     61.38   1700.01   589            1BDRM 
174-288   18J   BURNS, JAMES                     08/01/95   07/31/97   1638.63     62.48   1701.11   665            1BDRM 
</TABLE>    
                                                                             
<PAGE>                                                                       
<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          2     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-832   38H   CALL ENTERPRISES INC.            12/01/95   11/30/98   2504.76    103.18   2607.94   980            2BDRM      
174-874   40E   CALLAWAY, SHIRLEY                04/15/93   04/30/97   1560.00     61.38   1621.38   670            1BDRM      
174-716   33K   CAMACHO, ENRIQUE E.              06/01/91   05/31/97   1428.82    135.08   1563.90   619            1BDRM      
174-432   23D   CANELIAS, PETER S.               11/01/95   10/31/97   1616.74    157.30   1774.04   665            1BDRM      
174-940   43B   CAPRIOTTI, PETER                 11/01/96   10/31/97   3150.00       .00   3150.00  1175            2BDRM      
174-930   42J   CARLSSON, MATS                   01/01/97   12/31/97   3249.75     60.28   3310.03   670            1BDRM      
174-974    3C   CARLTON CLEANERS                 12/01/93   11/30/03       .00   1000.00   1000.00   120   CML        
174-970    1V   CASA DI MEGLIO, INC.             06/08/95   05/31/10       .00   9880.00   9880.00  3000   CML        
174-528   26K   CHENG, MAN YEE BRENDA            06/21/96   06/30/97   1950.00       .00   1950.00   728            1BDRM      
174-542   27C   CHILDE, DAVID C.                 10/14/95   10/31/97   1863.75     65.78   1929.53   670            1BDRM      
174-370   21A   CHRISTOFFERSON, DAVID ALLEN      09/15/95   09/30/97   1814.40     68.64   1883.04   670            1BDRM      
174-140   12K   CHUNG, HAI JOON                  03/01/97   02/28/98   1523.34     93.72   1617.06   665            1BDRM      
174-856   39H   CLARK, CHARLES MR. & MRS.        08/07/92   08/31/98   2271.36    111.32   2382.68  1100            2BDRM      
174-722   34A   CLUBB, JAMES D.                  07/21/95   07/31/97   1785.00     71.50   1856.50   738            1BDRM      
174-492   25F   COHEN, PETER MARTIN              11/27/95   11/30/97   1837.50     32.78   1870.28   670            1BDRM      
174-968    1C   COINMACH INDUSTRIES, INC.        02/01/90   01/31/97       .00   5000.00   5000.00  1285   CML        
174-270   17R   CONSULATE GENERAL OF LITHUANIA   05/05/95   05/31/97   1643.22     55.88   1699.10   710            1BDRM      
174-026    8N   CONSULATE GENERAL OF LITHUANIA   01/01/97   12/31/97   1674.75     29.70   1704.45   670            1BDRM      
174-116   11N   CONSULATE GENERAL OF LITHUANIA   08/01/95   07/31/97   1555.40     59.40   1614.80   619            1BDRM      
174-326   19J   COOPER, TODD                     10/14/96   10/31/97   1750.00       .00   1750.00   665            1BDRM      
174-356   20J   CORA, RUBEN                      10/01/95   09/30/97   1708.25     64.02   1772.27   665            IBDRM      
174-692   32K   CORONA, PAUL                     08/01/95   07/31/97   1419.89    113.96   1533.85   670            1BDRM      
174-478   24M   COSTELLO, THOMAS P.              10/07/96   10/31/97   1875.00       .00   1875.00   712            1BDRM      
174-460   24D   CRABTREE, WENDY L.               07/10/96   07131/97   1775.00       .00   1775.00   670            1BDRM      
174-830   38G   CRUTCHER, LAURENCE A.            09/01/95   08/31/97   1742.67     60.72   1803.39   670            1BDRM      
174-833   38L   D.R. KAPLAN CO., INC.            12/01/95   11/30/98   1719.94    132.00   1851.94   712            1BDRM      
174-162   14F   DA SILVA, PAULO ANTONIO          09/01/95   08/31/97   1495.68    155.10   1650.78   665            1BDRM      
174-046    9H   DALIANES, PETER                  10/01/95   09/30/97   1633.28     76.78   1710.06   662            1BDRM      
174-154   14B   DANIELS, JAMES                   02/01/97   01/31/98   1180.78    105.16   1285.94   383            1BORM      
174-454   24A   DAVIS, KEVIN DREW                08/31/95   08/31/97   1872.72     79.20   1951.92   670            1BDRM      
174-376   210   DE PARCEVAUX, AMAURY             ll/06/96   11/30/97   1775.00       .00   1775.00   665            1BDRM    
174-612   29K   DELGADO, CAROLINE                03/01/97   02/28/98   1792.57    161.04   1953.61   728            1BDRM      
174-952   43H   DHAR, CHIRANJIT                  08/01/96   07/31/98   2925.00     52.58   2977.58  1100            2BDRM 
174-012    8F   DIBENEDETTO, MARIA               10/08/95   10/31/97   1680.00     30.69   1710.69   670            1BDRM      
174-748   35B   DIETZ, MICHAEL                   01/05/97   01/31/98   3175.00       .00   3175.00  1147            2BDRM      
                TNT TRANSFERRED FROM #26L                                                                                      
174-138   12J   DIXON, GRETA                     05/22/93   05/31/97   1419.08    132.00   1551.08   665            1BDRM      
174-504   25M   DIZON, VICTOR G.                 08/01/96   07/31/97   1750.00       .00   1750.00   589            1BDRM      
174-884   40K   DOLAN, JOHN J.                   01/01/97   12/31/97   1863.75     29.70   1893.45   619            1BDRM      
174-176   14N   DOLMAN, JOSEPH C.                05/20/94   05/31/97   1534.59     59.40   1593.99   670            1BDRM      
174-624   30B   DONNELLY, ERIC L.                02/05/97   02/28/98   1975.00     37.84   2012.84   686            1BDRM      
174-808   37H   DOROSKI, MICHAEL                 03/01/97   02/28/98   2244.76    255.75   2500.51   980            2BDRM      
174-640   30K   DOVASTON, JOHN ALEXANDER         11/10/95   11/30/97   1989.75     71.72   2061.47   728            1BDRM      
174-266   17N   DUCKOR, BRENT M.                 07/19/93   07/31/97   1339.52     91.74   1431.26   670            1BDRM      
174-544   27D   DUMORTIER, JEAN-MARC             06/06/96   06/30/97   1800.00       .00   1800.00   665            1BDRM      
174-148   12P   DURBROW, KIRSTEN E.              11/01/95   10/31/97   1686.83     64.68   1751.51   712            lBDRM      
174-684   32F   DURRANI, FAISEL KAHN             06/05/96   06/30/97   1825.00     35.20   1860.20   662            1BDRM      
174-702   33C   EASTERN ELECTRONICS, INC.        04/01/97   03/31/98   2378.98    242.00   2620.98   976            2BDRM      
174-818   38A   EDEN, SALLY                      08/12/96   08/31/97   1850.00       .00   1850.00   670            1BDRM      
174-724   34B   EDITORIAL MEDIA & MKTG INT INC   03/01/97   02/28/98   2784.60    292.29   3076.89  1100            2BDRM       
174-598   29C   EDWARDS, FRANK                   08/01/95   07/31/97   1763.48    121.77   1885.25   670            1BDRM      
174-112   11L   EISENBERG, JOSEPH                06/15/96   06/30/97   1750.00       .00   1750.00   728            1BDRM      
</TABLE>                                                                    
                                                                           

<PAGE>

<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          3     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-132   12F   EKMEJIAN, ZAVEN                  01/01/97   12/31/97   1732.50     44.00   1776.50   665            1BDRM  
174-620   29P   ELIOPOULOS, CONSTANTINE          02/01/97   01/31/99   1771.53    137.72   1909.25   670            1BDRM  
174-552   27H   ELLIS, SCOTT                     12/01/95   11/30/97   1452.21    124.08   1576.29   670            1BDRM  
174-224   16G   EMGE, CHERYL                     07/01/96   06/30/97   1700.00     30.69   1730.69   670            1BDRM  
174-212   16A   ENGLISH, BRUCE                   05/20/95   05/31/97   1275.00     54.12   1329.12   419            STUDIO 
174-826   38E   ERNST & YOUNG, LLP               01/01/97   12/31/97   1932.00     30.36   1962.36   670            1BDRM  
174-470   24J   ERNST & YOUNG, LLP               02/11/97   02/28/98   1875.00       .00   1875.00   665                   
                MARJORIE JOHNSON(0#1)                                                                                     
174-690   32J   ESI SECURITIES COMPANY           09/01/95   08/31/97   2907.92    185.46   3093.38  1226            2BDRM  
174-444   23K   EVANS, SUSAN                     11/01/95   10/31/98   1597.48    140.36   1737.84   728            1BDRM  
174-760   35H   EVISON, DANIEL                   11/12/94   11/30/98   2568.00    100.32   2668.32   980            2BDRM  
174-796   37B   FABRIKANT & SONS, INC.           06/22/95   06/30/97   3054.90     53.90   3108.80  1175            2BDRM  
174-374   21C   FENNESSY, MICHAEL J.             05/11/96   05/31/97   1750.00     32.23   1782.23   670            1BDRM  
174-488   25D   FERNANDEZ, NELY                  10/01/95   09/30/97   1404.00     97.68   1501.68   665            1BDRM  
174-038    9D   FERRETTI, ROBERTO                11/01/95   10/31/97   1556.70     89.10   1645.80   670            1BDRM  
174-372   21B   FERZIGER, MARSHA                 09/01/95   08/31/97   1706.05    184.25   1890.30   686            1BDRM  
174-054    9M   FITZPATRICK, NEIL                07/28/95   07/31/97   1674.84     65.12   1739.96   751            1BDRM  
174-312   19B   FORAND, ROSA M.                  04/01/97   03/31/99   1092.42     79.20   1171.62   400            STUDIO 
174-920   42D   FORREST, KATHERINE B.            06/28/96   06/30/97   1925.00       .00   1925.00   665            1BDRM  
174-924   42F   FREY, DAVID                      05/01/93   04/30/97   1560.60     69.74   1630.34   670            1BDRM  
174-496   25H   FRICK, DAVID                     09/01/96   08/31/97   1795.00       .00   1795.00   665            1BDRM  
174-938   43A   FRIEDMAN, JOSEPH                 01/09/93   02/28/98   1693.61    168.52   1862.13   670            1BDRM  
174-238   16P   FUJIE, NAOTO                     02/07/97   02/28/98   1795.00       .00   1795.00   650            1BDRM  
174-714   33J   FURIO, ASCELSA                   02/01/97   01/31/98   3350.00       .00   3350.00  1250                   
                TNT TRANSFERRED      FROM #21L    PIERLUIGI LAVIOLA                                                        
174-712   33H   GALVEZ, EDUARDO                  04/01/97   03/31/98   2650.00     48.40   2698.40   980            2BDRM  
174-082   10L   GARFIELD, MATTHEW                04/01/97   03/31/99   1632.00     88.00   1720.00   728            1BDRM  
174-286   18H   GARG, VIKAS                      12/01/95   11/30/97   1735.02     63.58   1798.60   662            1BDRM  
174-206   15N   GARRET, EVELYN                   02/01/97   01/31/99   1541.23    118.80   1660.03   670            1BDRM  
174-190   15E   GAST, MICHAEL                    11/09/96   11/30/97   1750.00       .00   1750.00   665            1BDRM  
174-982    5S   GENERAL SERVICE ADMIN.           10/17/90   10/16/00       .00  47593.05  47593.05 16500   CML    
174-762   35J   GETTER, DOUGLAS L.               07/16/95   07/31/97   3195.00     62.48   3257.48  1226            2BDRM  
174-228   16J   GEVJRTZ, BRAD                    01/01/97   12/31/97   1584.01     94.71   1678.72   665            1BDRM  
174-560   27M   GIBBINS, HOWARD C.               02/05/97   02/28/98   1800.00       .00   1800.00   589            1BDRM  
174-096   llC   GIBSON, SUSAN                    09/01/95   08/31/97   1586.61     72.60   1659.21   686            1BDRM  
174-130   12E   GILLIAM, VICKIE                  06/17/92   06/30/97   1393.10    176.00   1569.10   665            1BDRM  
174-578   28G   GILMOUR KENNETH                  10/10/95   10/31/97   1842.75     31.90   1874.65   662            1BDRM  
174-934   42L   GIORDANO, CHRISTIAN              07/01/93   06/30/97   1634.21    142.56   1776.77   712            1BDRM  
174-584   28K   GLAZERMAN, ELLEN                 05/01/93   04/30/97   1601.44     98.67   1700.11   728            1BDRM  
174-726   34C   GOMEZ, CHARLES                   11/01/95   10/31/97   2121.60    149.82   2271.42   976            2BDRM  
174-610   29J   GORDON, MICHAEL C.               02/01/97   01/31/98   1837.50     74.80   1912.30   665            1BDRM  
174-324   19H   GORNITSKY, LORNE A.              04/01/97   03/31/99   1555.40     95.70   1651.10   670            1BDRM  
174-302   18M   GRACI, DOMINIC                   12/01/95   11/30/97   1490.88    178.20   1669.08   751            1BDRM  
174-918   42C   GRAY, KENNETH                    04/15/96   04/30/97   2750.00     50.49   2800.49  1100            2BDRM  
174-538   27A   GREENWALD, DAVID                 09/01/94   08/31/98   1742.00     61.38   1803.38   670            1BDRM  
174-002    8A   GREENFIELD, DAVID                11/10/95   11/30/97   1338.75     52.58   1391.33   419            STUDIO 
174-580   28H   GUTOWSKI, JAMES                  06/01/95   05/31/97   1757.46     31.46   1788.92   665            1BDRM  
174-204   15M   H. WARSHOW & SONS INC.           09/26/92   09/30/97   1753.82    105.93   1859.75   751            1BDRM  
174-752   35D   HALE, CRAIG CLAYTON              05/05/96   05/31/97   1850.00     47.30   1897.30   665            1BDRM  
174-322   19G   HAMADA, YUKO                     11/01/92   10/31/98   1474.46    124.96   1599.42   670            1BDRM  
174-694   32L   HAMMER, FREDERICK                02/01/97   01/31/98   1772.18    149.60   1921.78   712            1BDRM  
174-236   16N   HARSORNE, RICHARD                03/03/97   03/31/98   1725.00       .00   1725.00   619                   
                CORTES,ELENA                                                                                        
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          4     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-422   22N   HARDOY, JUAN M.                  09/14/95   09/30/97   1850.00       .00   1850.00   712            1BDRM 
174-588   28M   HARPER, MICHELE R.               09/08/96   09/30/97   1775.00       .00   1775.00   619            1BDRM 
174-480   24P   HART, BUNNY                      08/01/93   07/31/98   1634.36    102.30   1736.66   710            IBDRM 
174-498   25J   HASENBALG, RAHNEE                08/01/95   07/31/97   1659.44     65.12   1724.56   665            1BDRM 
174-144   12M   HAYASE, TOYOHIRO                 08/24/91   08/31/98   1538.22    175.45   1713.67   751            1BDRM 
174-868   40B   HEAD, SIMON                      04/01/97   03/31/98   3000.00     57.09   3057.09  1100            2BDRM 
174-404   22D   HERBERSSON, JOHN                 10/01/96   09/30/97   1775.00       .00   1775.00   665            1BDRM 
174-804   37F   HERBETTE, GUILLAME               11/07/95   11/30/97   1916.25     29.70   1945.95   670            1BDRM 
174-840   38M   HERSEX FOODS, INC.               11/01/95   10/31/97   1519.01    148.50   1667.51   710            1BDRM 
174-234   16M   HERRERA, INGRID M.               07/15/96   07/31/97   1795.00       .00   1795.00   751            1BDRM 
174-028    8P   HEYEN, KEITH A.                  01/01/97   12/31/97   1474.77     89.10   1563.87   670            1BDRM 
174-074   10G   HO, BENJAMIN                     11/10/95   11/30/97   1706.25     39.60   1745.85   662            1BDRM 
174-094   11B   HO, PHILIP W.                    04/05/96   04/30/97   1275.00     33.00   1308.00   400            1BDRM 
174-928   42H   HOKUGO, KENICHIRO                03/01/97   02/28/99   2942.50     53.79   2996.29  1100            2BDRM 
174-318   19E   HOLLAND, JOHN K.                 11/01/96   10/31/97   1795.00       .00   1795.00   670            1BDRM 
174-866   40A   HOME, STEPHEN                    04/28/96   04/30/97   1875.00     49.39   1924.39   738            1BDRM 
174-638   30J   HONDA, KOJI                      09/12/95   09/30/98   1865.84     99.33   1965.17   665            1BDRM 
174-068   10D   HORNBY, MALCOLM                  03/01/97   02/28/98   1531.31    264.00   1795.31   689            1BDRM 
174-216   16C   HOSKER, JAMES J.                 07/15/96   07/31/97   1675.00     30.69   1705.69   686            1BDRM 
174-932   42K   HUGHES, GARY                     06/05/93   06/30/97   1494.90     95.61   1590.51   619            1BDRM 
174-258   17J   IBRAHIM, HEATHER                 06/08/96   06/30/97   1725.00       .00   1725.00   665            1BDRM 
174-406   22E   IBSEN, KAREN                     04/05/96   04/30/97   1750.00     32.23   1782.23   670            1BDRM 
174-160   14E   IKEGUCHI, SHIGEO                 10/01/95   09/30/97   1474.77     93.06   1567.83   670            1BDRM 
174-618   29E   IMAHIGASHI, YUKO                 02/01/97   01/31/98   1874.25     71.72   1945.97   712            1BDRM 
174-668   31K   NASA, SUKEYUKI                   08/10/93   08/31/97   1494.05     85.47   1579.52   619            1BDRM 
174-210   15R   INFO DESIGN, INC.                12/01/95   11/30/97   1500.85    148.50   1649.35   710            1BDRM 
174-696   32M   ISHIZUKA, HIROYUKI               08/15/96   08/31/97   1895.00       .00   1895.00   710            1BDRM 
174-408   22F   ITO, HIDEKAZU                    10/01/95   09/30/97   1556.70     96.69   1653.39   662            1BDRM 
174-564   27P   ITO, DAICHI                      04/01/97   03/31/98   1825.00     36.72   1861.72   710            1BDRM 
174-436   23F   ITOH, KENJI                      05/15/96   05/31/97   1750.00     29.15   1779.15   662            1BDRM 
174-156   14C   JONES, CHARISSE                  10/01/95   09/30/97   1474.77     92.07   1566.84   670            1BDRM 
174-366   20P   KADAKIA, SHEFALI                 10/06/95   10/31/97   1793.40     33.11   1826.51   712            1BDRM 
174-894   41C   KALUTI, KHALID                   10/05/96   10/31/97   2750.00     64.02   2814.02   976            2BDRM 
174-582   28J   KAMAHORI, KENICHI                11/01/95   10/31/97   1592.15    131.56   1723.71   670            1BDRM 
174-520   26F   KAMBOLIN, ANATOLY                02/01/97   01/31/98   1490.88    161.92   1652.80   662            1BDRM 
174-126   12C   KAMEI, HITCSHI                   01/06/97   01/31/98   1750.00       .00   1750.00   665            1BDRM 
174-346   20D   KAMMAN, EDWARD G.                11/01/95   10/31/97   1633.17     92.07   1725.24   689            1BDRM 
174-182   15A   KANOAKA, AKI                     08/01/95   07/31/97   1151.99     82.83   1234.82   419            STUDIO
174-360   20L   KARAS, AARON B.                  12/01/95   11/30/97   1895.67     82.72   1978.39   728            1BDRM 
174-272   18A   KATAYAMA, AKIKO                  03/01/97   02/28/98   1417.50     25.30   1442.80   400            STUDIO
174-304   18H   KATO, TAKEFUMI                   07/01/96   06/30/97   1700.00       .00   1700.00   619            1BDRM 
174-314   19C   KAZAMO, TSUTOMU                  04/04/96   04/30/97   1675.00     30.25   1705.25   686            1BDRM 
174-836   38K   KEARNEY, DECLAN P.               04/01/98   03/31/99   1638.63     56.98   1695.61   670            1BDRM 
174-030    8R   KELLY, GLEN                      02/01/97   01/31/98   1638.63     59.40   1698.03   670            1BDRM 
174-708   33F   KENICHI, YAMATO                  05/06/95   05/31/97   1774.80     70.84   1845.64   662            1BDRM 
174-088   10P   KENNEDY, KAY                     08/01/95   07/31/97   1301.25    158.40   1459.65   712            1BDRM 
174-420   22M   KENNY, GUILLERMO                 01/22/97   01/31/98   1775.00       .00   1775.00   619            1BDRM 
174-260   17K   KHOSROWSHAHI, XAVEH              11/01/95   10/31/97   1530.27    131.56   1661.83   670            1BDRM 
174-434   23E   KIKUTA, ANTHONY                  10/01/96   09/30/97   1775.00       .00   1775.00   670            1BDRM 
174-870   40C   KIM, MICHAEL                     12/01/95   11/30/98   2392.33    138.60   2530.93   976            2BDRM 
174-956   43K   KING, ANTONIA                    10/01/91   09/30/98   1502.28    148.50   1650.78   619            1BDRM 
174-586   28L   KIPPS, CHARLES                   02/01/97   01/31/98   1822.01    226.60   2048.61   751            1BDRM 
                                                                                                                    
</TABLE>

<PAGE>                                                    

<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          5     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-862   39L   KITA, NOBUYUKI                   06/01/93   05/31/97   1661.00    132.00   1793.00   712            1BDRM  
174-834   38J   KLEIN, ETHEL                     05/01/90   04/30/97   2569.48    261.80   2831.28  1226            2BDRM  
174-078   10J   KLIPSCH, MARK D                  08/01/95   07/31/97   1621.80     39.60   1661.40   665            1BDRM  
174-806   37G   KLUETMEIER, HEINZ                09/01/95   08/31/97   1553.84    104.28   1658.12   665            1BDRM  
174-230   16K   KOBAYASHI, HAJIME                06/20/90   06/30/97   1553.84    124.08   1677.92   665            1BDRM  
174-092   11A   KOEHLER, PETER R.                02/14/97   02/28/98   1350.00       .00   1350.00   400            STUDIO 
174-882   40J   KONIG, MIKAEL                    10/01/96   09/30/97   3500.00     75.13   3575.13  1226            2BDRM  
174-062   10A   KOTIK, PAUL                      09/05/96   09/30/97   1325.00       .00   1325.00   419            STUDIO 
174-686   32G   KOZIC, NATASA                    01/10/97   01/31/98   1925.00       .00   1925.00   670            1BDRM  
174-590   28N   KRISHNAN, SUBA                   07/27/96   07/31/97   1925.00       .00   1925.00   712            lBDRM  
174-788   36K   KROMP, PETRA                     08/01/95   07/31/97   1728.90     28.49   1757.39   619            1BDRM  
174-710   33G   KRUSE, WARD E.                   07/01/96   06/30/97   1850.00       .00   1850.00   665            IBDRM  
174-410   22G   KUBOTA, MINORU                   07/15/96   07/31/97   1750.00       .00   1750.00   662            1BDRM  
174-852   39F   KUMAGAI, AKIRA                   04/01/95   03/31/97   1836.00     94.60   1930.60   665            1BDRM  
174-526   26J   KUNO, SEITARO                    08/01/95   07/31/97   1659.44     66.00   1725.44   665            1BDRM  
174-516   26D   KUROSU, NOBUYUKI                 07/08/95   07/31/97   1733.88     64.24   1798.12   665            1BDRM  
174-782   36G   KUSANO, MIKI                     04/01/97   03/31/98   1825.00     47.30   1872.30   665            1BDRM  
174-484   25B   KUSHNER, MARC H.                 09/10/96   09/30/97   1925.00       .00   1925.00   670            1BDRM  
174-232   16L   LAL, VENKATESHWAR                07/06/95   07/31/97   1768.68     59.84   1828.52   728            1BDRM  
174-414   22J   LAM, TUAN                        08/10/95   08/31/97   1695.01     96.69   1791.70   665            1BDRM  
174-184   15B   LAWRENCE, STEPHEN R.             10/07/96   10/31/97   1325.00       .00   1325.00   400            STUDIO 
174-308   18R   LEBOVITZ, AARON J.               08/01/95   07/31/97   1527.05     97.02   1624.07   710            1BDRM  
174-754   35E   LECHNER, SOPHIE                  05/06/95   05/31/97   1830.90     28.49   1859.39   662            1BDRM 
174-198   15J   LEDBETTER, SAMMY                 04/01/97   03/31/98   1429.38    124.08   1553.46   665            1BDRM  
174-742   34L   LEGASPI, LORILEE A.              08/01/96   07/31/97   1915.00     37.84   1952.84   712            1BDRM  
174-672   31M   LEGG, JAMES J.                   05/01/91   04/30/97   1387.20     85.47   1472.67   710            1BDRM  
174-392   21M   LEMANSKI, RACHEL                 04/22/96   04/30/97   1725.00     30.69   1755.69   619            1BDRM  
174-396   21P   LEO, EILLEN                      05/05/96   05/31/97   1750.00     29.70   1779.70   710            1BDRM  
174-792   36M   KOO, PETER                       12/07/96   12/31/97   1900.00       .00   1900.00   670            1BDRM  
174-070   10E   LIN, KATHLEEN H.                 11/01/95   10/31/97   1660.05     79.20   1739.25   670            1BDRM  
174-064   10B   LINETT, MATTHEW                  08/01/95   07/31/97   1139.24     52.58   1191.82   383            STUDIO 
174-320   19F   LIPTAK, ROBERT W.                04/01/97   03/31/98   1664.64     61.60   1726.24   665            1BDRM  
174-066   10C   CONSULATE GENERAL OF LITHUANIA   02/05/97   02/28/98   1750.00       .00   1750.00   648            1BDRM  
174-274   18B   LIU, CHIUNG-MEI                  05/15/93   05/31/97   1118.43     52.80   1171.23   400            STUDIO 
174-786   36J   LONDON WIG COMPANY               10/01/95   09/30/97   2943.72    156.75   3100.47  1100            2BDRM  
174-636   30H   LJUNGOVIST, INGVAR               08/01/95   07/31/97   1580.63    126.06   1706.69   665            1BDRM  
174-964   44B   LORELLO, BENJAMIN D.             05/22/95   05/31/97   3360.90     77.00   3437.90  1523            PNTHS  
174-780   36F   LYLE, JEFFERY GAVIN              11/01/95   10/31/97   1534.85    171.16   1706.01   662            1BDRM  
174-942   43C   MCDONALD, ROBERT R.              07/14/95   07/31/97   2697.74    157.74   2855.48  1100            2BDRM  
174-220   16E   MACKLER, LAWRENCE P.             01/01/97   12/31/97   1584.01     88.00   1672.01   670            1BDRM  
174-438   23G   MAGUIRE, AARON T.                08/01/95   07/31/97   1659.44     64.68   1724.12   670            1BDRM  
174-966   44C   MAJOROS JR., GEORGE L.           03/01/97   02/28/98   4149.00       .00   4149.00  1185            PNTHS  
174-128   120   MARCUM, DOUGLAS R.               06/07/95   06/30/97   1653.42     37.40   1690.82   670            1BDRM  
174-050    9K   MARIA ROSA GARCIA OTERO          05/05/95   05/31/97   1585.08     30.91   1615.99   665            1BDRM  
174-338   19R   MATAYA, ANGELA M.                08/06/95   08/31/97   1664.18     64.90   1729.08   670            lBDRM  
174-922   42E   MATHERON, THIERRY                12/01/95   11/30/97   1611.32     92.40   1703.72   670            1BDRM  
174-810   37J   MATTON, JANET P.                 11/12/96   11/30/97   3400.00       .00   3400.00  1226            2BDRM  
174-388   21K   MATTOS, CARLOS                   05/04/93   04/30/97   1523.74    104.61   1628.35   728            1BDRM  
174-106   11H   MAYER, THEODORE D.               08/08/96   08/31/97   1710.00       .00   1710.00   11H            1BDRM  
174-416   22K   MCCRACKEN, CRAIG                 10/06/96   10/31/97   1850.00       .00   1850.00   728            1BDRM  
174-906   41J   MCMAHEN, CRAIG                   08/01/95   07/31/97   2888.00    196.35   3084.35  1226            2BDRM  
174-790   36L   MCNEIL, SCOTT                    11/01/95   10/31/97   1742.41    111.21   1853.62   712            1BDRM 
</TABLE>                                                                      

<PAGE>

<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          6     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-010    8E   MEADOWS, BETH                    10/01/95   09/30/97   1283.34    103.45   1386.79   665            1BDRM 
174-876   40F   MELKA, DENNIS NICHOLAS           07/21/95   07/31/97   1797.95     94.60   1892.55   662            1BDRM 
174-530   26L   MERINO, JAVIER                   01/10/97   01/31/98   2025.00       .00   2025.00   751            1BDRM 
174-664   31H   MES, MARINUS                     04/15/93   04/30/97   2330.76     85.47   2416.23  1100            1BDRM 
174-368   2OR   METZGER, DOMINIQUE               09/01/96   08/31/97   1780.00       .00   1780.00   710            1BDRM 
174-100   11E   MIELKE, DAVID R.                 09/01/95   08/31/97   1586.61     66.44   1653.05   665            1BDRM 
174-450   23N   MILLER, JAMES T.                 11/06/95   11/30/97   1884.75     34.54   1919.29   712            1BDRM 
174-682   32E   MINET, INC.                      04/15/95   04/30197   1759.50     70.40   1829.90   662            1BDRM 
174-464   24F   MITCHELL, ANTONY                 04/01/97   03/31/98   1775.00     35.09   1810.09   662            1BDRM 
174-596   29B   MIZUNO, TAKAHIRO                 04/15/95   04/30/97   1787.89    153.56   1941.45   652            1BDRM 
174-456   24B   MOHAUPT, JORG                    08/13/96   08/31/97   1844.51    100.98   1945.49   670            1BDRM 
174-648   30P   MOINIAN, YOSI                    02/01/97   01/31/98   1738.42    172.70   1911.12   710            1BDRM 
174-558   27L   MOLINA, FEDERICO                 04/21/96   04/30/97   1995.00     38.61   2033.61   670            lBDRM 
174-150   12R   MORENOFF, DR. JEROME             02/01/97   01/31/98   1556.70     85.47   1642.17   710            1BDRM 
174-254   17G   MORET ERNST & YOUNG              01/01/97   12/31/97   1724.31     76.56   1800.87   662            1BDRM 
174-016    8H   MORGAN STANLEY & CO., INC.       11/08/96   11/30/97   1725.00       .00   1725.00   670            1BDRM 
174-316   19D   MORGAN STANLEY & CO.             12/07/96   12/31/97   1795.00       .00   1795.00   689            1BDRM 
174-468   24H   MORGAN STANLEY & CO.             01/14/97   01/31/98   1845.00       .00   1845.00   665            1BDRM 
                SUGAKO MAYUZUMI(#2)                                                                                       
174-482   25A   MORGAN STANLEY & CO              01/07/97   01/31/98   1875.00       .00   1875.00   670            1BDRM 
174-490   25E   MORGAN STANLEY & CO., INC.       10/15/96   10/31/97   1825.00       .00   1825.00   665            1BDRM 
174-540   27B   MORGAN STANLEY & CO., INC.       03/01/97   02/28/98   1968.75     34.10   2002.85   686            1BDRM 
                SCOTT MACDONALD (#4)                                                                                      
174-660   31F   MORGAN & CO INC.                 04/01/97   03/31/98   1800.00     34.98   1834.98   662            1BDRM 
174-846   39C   MORGAN STANLEY & CO., INC.       04/01/97   03/31/98   2725.00     52.03   2777.03   976            2BDRM 
174-720   33M   MORTON, NANCY K.                 11/01/96   10/31/97   1900.00       .00   1900.00   710            1BDRM 
174-960   43M   MOSS, JAMES                      04/15/95   04/30/97   1912.50     71.82   1984.32   670            1BDRM 
174-110   11K   MOUCHBAHANI, CHRIS               07/01/95   06/30/97   1588.89    108.90   1697.79   665            1BDRM 
174-820   38B   MOUSA, MOHAMED                   03/01/97   02/28/98   2812.98    110.44   2923.42  1147            2BDRM 
174-124   12B   MURAKAMI, MISAKO                 07/01/95   06/30/97   1275.00     26.29   1301.29   383            STUDIO
174-448   23M   MURASE, SACHIKO                  06/20/96   06/30/97   1725.00     30.69   1755.69   589            1BDRM 
174-650   31A   MUTAWA, NAIF ABOULRAHMAN         08/30/96   08/31/97   1825.00       .00   1825.00   738            1BDRM 
174-886   40L   McGOWAN, JR., JAMES F.           10/15/96   10/31/97   1975.00       .00   1975.00   712            1BDRM 
174-812   37K   NAGAI, MITSUAKI                  08/15/96   08/31/97   1800.00     29.70   1829.70   619            1BDRM 
174-358   20K   NAGATA, KATSUYUKI                02/11/97   02/28/99   1845.00       .00   1845.00   665            1BDRM 
174-764   35K   NAKAHARA, HIROYASU               09/03/93   09/30/97   1610.70     85.47   1696.17   587            1BDRM 
174-348   20E   NAKAJIMA, MASARU                 08/01/95   07/31/97   1418.35    151.80   1570.15   665            1BDRM 
174-072   1OF   NAKAMURA, NORIO                  08/17/96   08/31/97   1700.00       .00   1700.00   670            1BDRM 
174-466   24G   NASSERZAD, BAHRAN                11/01/95   10/31/98   1475.03    118.80   1593.83   670            1BDRM 
174-740   34K   NATHAN, TOMMY                    06/01/96   05/31/97   1800.00       .00   1800.00   619            1BDRM 
174-336   19P   NEAL, RON                        11/01/95   10/31/97   1651.73    165.00   1816.73   712            1BDRM 
174-086   1ON   NEAMTU, ALEXANDER                12/05/96   12/31/97   1725.00       .00   1725.00   670            1BDRM 
174-474   24L   NEFF, MICHAEL W.P.               12/01/95   11/30/97   1966.36    151.47   2117.83   751            1BDRM 
174-382   21G   NELIVIGI, NANDAN                 02/01/97   01/31/98   1785.00     32.12   1817.12   670            1BDRM 
174-706   33E   FIORE, CHRISTOPHER               12/09/96   12/31/97   1850.00       .00   1850.00   662            1BDRM 
174-678   32C   NEWSMAKER SYSTEMS                08/01/95   07/31/97   2428.27    220.00   2648.27  1100            2BDRM 
174-534   26N   NIREI, HIDEO                     08/16/95   08/31/97   1820.70     35.20   1855.90   712            1BDRM 
174-644   30M   NOCELLA, JOSEPH                  10/15/95   10/31/97   1785.00     66.88   1851.88   619            1BDRM 
174-844   39B   NOLENS, GERALDINE J.             09/10/96   09/30/97   3000.00       .00   3000.00  1175            2BDRM 
174-732   34F   NOTSU, TOMOYUKI                  06/06/96   06/30/97   1875.00       .00   1875.00   662            1BDRM 
174-036    9C   NUSBAUM, ROBERT F.               07/15/95   07/31/97   1548.67     59.40   1608.07   648            1BDRM 
174-034    9B   O'BRIEN, WILLIAM J.              10/05/96   10/31/97   1300.00       .00   1300.00   383            STUDIO
                                                                                                                    
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          7     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-262   17L   OBRIEN KREITZBERG ASSOC.         02/01/97   01/31/98   1582.98    180.18   1763.16   728            1BDRM  
174-878   40G   OCHIAI, KIICHI                   04/01/93   03/31/97   1634.21    141.90   1776.11   665            1BDRM  
174-562   27N   OESTERMAN, PHILLIP G.            04/08/96   04/30/97   1850.00     35.42   1885.42   670            1BDRM    
174-736   34H   OH, JEANNE, PARK, YOON, JONG     08/05/96   08/31/97   2725.00       .00   2725.00   980            2BDRM  
174-700   33B   OHIRA, KAZUTO                    09/01/95   08/31/97   2625.45    219.56   2845.01  1175            2BDRM  
174-378   21E   OKUBO, TAKASHI                   12/01/95   11/30/97   1633.17    126.28   1759.45   665            1BRM   
174-954   43J   OLIVEROS, DANIEL                 12/01/95   11/30/97   3354.75    131.56   3486.31  1226            2BDRM  
174-912   41M   ONISHI, HIROYUKI                 07/03/95   07/31/97   1893.12     72.60   1965.72   711            1BDRM  
174-268   17P   ONO, YUJI                        11/01/95   10/31/97   1633.17     89.10   1722.27   712            1BDRM  
174-718   33L   OOMEN, GEORGE                    08/06/96   08/31/97   1950.00       .00   1950.00   712            1BDRM  
174-020    8K   ORCZYK, KAREN                    01/11/97   01/31/98   1750.00     30.69   1780.69   670            1BDRM  
174-390   21L   OREM, MARGARET G.                02/15/97   02/28/98   1995.00       .00   1995.00   670            1BDRM  
174-014    8G   ORTENZIO, JOSEPH                 10/01/95   09/30/97   1378.00     92.07   1470.07   662            1BDRM  
174-142   12L   OZAWA, KAZUKO                    08/08/96   08/31/97   1775.00       .00   1775.00   670            1BDRM  
174-592   28P   DZIENA, MADELEINE                06/01/94   05/31/98   1638.00    102.96   1740.96   710            1BDRM  
174-698   33A   PANAS, MYRO LOUIS                04/15/94   04/30/97   1728.90    129.69   1858.59   670            1BDRM  
174-568   28B   PAPAS, ROBERT                    09/09/96   09/30/97   1911.83     38.17   1950.00   686            1BDRM  
174-330   19L   PARK, JAY JONG HA                07/07/96   07/31/97   1800.00     34.65   1834.65   728            1BDRM  
174-400   22B   PARK, JAE                        08/26/96   08/31/97   1875.00       .00   1875.00   670            1BDRM  
174-476   24M   PARKER, MICHAEL                  06/15/96   06/30/97   1725.00     28.60   1753.60   619            1BDRM  
174-462   24E   PARR, GREGORY L.                 11/01/95   10/31/97   1633.17     99.00   1732.17   670            lBDRM  
174-452   23P   PATRIKSON, JONAS                 06/05/96   06/30/97   1795.00       .00   1795.00   710            1BDRM  
174-600   29D   PEARSON, JOYCE                   05/20/94   05/31/97   1664.64     61.38   1726.02   665            1BDRM  
174-506   25N   PENA, HORACIO                    02/01/97   01/31/98   1687.79    207.90   1895.69   712            1BDRM  
174-290   18K   PENDSE, RAHMI K.                 08/01/96   07/31/97   1725.00       .00   1725.00   665            1BDRM  
174-908   41K   PERKINS, ROBERT L.               04/01/97   03/31/98   1638.63     89.10   1727.73   587            1BDRM  
174-152   14A   PERM MISSION OF LITH TO UN       09/25/96   09/30/97   1330.00       .00   1330.00   419            1BDRM  
174-310   19A   PERM MISSION OF LITH TO U.N.     04/01/98   03/31/99   1320.90     54.78   1375.68   419            STUDIO 
174-102   11F   PERM MISSION OF LITH TO U.N.     12/01/95   11/30/97   1670.76     72.60   1743.36   670            1BDRM  
174-090   10R   PERMANENT MISSION OF LITHUANIA   11/01/95   10/31/97   1706.25     39.60   1745.85   710            1BDRM  
174-332   19M   PERMANENT MISSION OF LITHUANIA   11/05/96   11/30/97   1850.00       .00   1850.00   751            1BDRM  
174-666   31J   PERMANENT MISSION OF SO.AFRICA   09/22/95   09/30/97   3150.00    158.34   3308.34  1100            2BDRM  
174-774   36C   PERMANENT MISSION OF LITHUANIA   11/01/95   10/31/97   2835.00     49.94   2884.94   976            2BDRM  
174-914   42A   PERRI, ALESSANDRO                09/01/95   08/31/97   1583.40    143.88   1727.28   738            1BDRM  
174-364   20N   PHAM, ALAN T.                    09/01/95   08/31/97   1368.39    150.04   1518.43   589            1BDRM  
174-164   14G   PHILLIPS, CHARLES E.             06/01/96   05/31/97   1695.00       .00   1695.00   670            1BDRM  
174-842   39A   PIANTINO, YVES                   08/30/96   08/31/97   1910.00       .00   1910.00   738            1BDRM  
174-306   18P   PLOTKIN, ERIC                    06/01/95   05/31/97   1371.66     89.10   1460.76   712            1BDRM  
174-744   34M   POPE, REBECCA                    09/01/95   08/31/97   1820.20     56.98   1877.18   710            IBDRM  
174-972   2C    PORT PARKING CORP.               04/01/90   03/31/10       .00  36424.25  36424.25 34727   CML    
174-656   31D   POWICHROWSKI, JAROSLAW           08/22/95   08/31/97   1789.24     75.68   1864.92   665            1BDRM  
174-158   14D   PRATS, IGNACIO G.                05/01/94   04/30/97   1586.61     61.38   1647.99   670            1BDRM  
174-508   25P   PUENDER, VOLHARD, WEBER, AXSTE   06/15/94   06/30/97   1659.44     99.00   1758.44   710            1BDRM  
174-226   16H   PUENDER, VOLHARD, WEBER          09/06/96   09/30/97   1725.00       .00   1725.00   662            1BDRM  
174-550   27G   RAJ, RAJENDRA K.                 09/01/95   08/31/97   1457.40     99.66   1557.06   662            1BDRM  
174-440   23H   REAL, JOHN                       06/30/93   06/30/97   1473.47     97.02   1570.49   665            1BDRM  
174-730   34E   RECINIELLO, SHELLEY DR.          04/19/91   04/30/97   1414.14    113.96   1528.10   662            1BDRM  
174-632   30F   PUGLIESE, REGINA & MICHAEL       05/15/95   05/31/97   1783.98     67.76   1851.74   662            1BDRM  
174-554   27J   REINE, TINA                      04/01/97   03/31/99   1518.71    131.12   1649.83   665            1BDRM  
174-546   27E   RENSHAW, CHRISTOPHER DAVID       10/11/95   10/31/97   1837.50     41.58   1879.08   665            1BDRM  
174-634   3OG   RETI, ROBERT S.                  07/10/96   07/31/97   1895.00       .00   1895.00   662            1BDRM  
174-280   18E   RIABOKON, VLADIMIR               07/06/96   07/31/97   1725.00       .00   1725.00   670            1BDRM  
                                                                                                                    
</TABLE>
                         
<PAGE>                   
                       
<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          8     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-902   41G   RICKETTS, DOMINIC HARFORD        09/29/95   09/30/97   1948.80     35.75   1984.55   670            1BDRM   
174-362   20H   MARKOVITS, MONICA                08/01/95   07/31/97   1602.06    143.44   1745.50   751            1BORM   
                RINGEL, MATIAS (SON)                                                                                        
174-944   43D   ROBIN, CHRISTOPHER               08/01/96   07/31/97   1950.00       .00   1950.00   665            1BDRM   
174-604   29F   ROBLES, NORMA                    11/01/95   10/31/97   1611.32    132.00   1743.32   662            1BDRM   
174-858   39J   ROHDE, LOUIS J.                  10/25/95   10/31/97   3150.00    121.00   3271.00   670            1BDRM   
174-024    8M   ROSENBERG, JAIME                 11/01/95   10/31/97   1500.85    173.25   1674.10   751            1BDRM   
174-424   22P   ROSENKPANTZ, JEFFREY             12/01/95   11/30/97   1780.00     67.32   1847.32   710            1BDRM   
174-104   11G   ROSS, SEAN D.                    03/01/97   02/28/98   1670.76     72.60   1743.36   670            1BDRM   
174-658   31E   ROTHENMANNER, DAMIAN             12/06/96   12/31/97   1850.00       .00   1850.00   662            1BDRM   
174-766   35L   ROWE, WENDY                      10/15/96   10/31/97   1950.00     35.86   1985.86   712            1BDRM   
174-040    9E   RYAN, NANCY                      04/01/97   03/31/98   1379.70    123.64   1503.34   665            1BDRM   
174-750   35C   RYCHEL, ERIC M. L                06/15/95   06/30/97   2678.52     99.88   2778.40   976            2BDRM   
174-892   41B   S. AFRICAN CONSULATE GENERAL     10/01/95   09/30/97   2860.00    109.78   2969.78  1147            2BDRM   
174-098   11D   SAHYOUN, M. ABDO                 04/01/98   03/31/99   1642.20     79.64   1721.84   710            1BDRM   
174-380   21F   SAKUMOTO, KOUICHI                09/01/95   08/31/97   1473.47    128.48   1601.95   662            1BDRM   
174-250   17E   SANTACRUZ, FEDERICO              05/29/96   06/30/97   1700.00     30.69   1730.69   665            1BDRM   
174-402   22C   SANTOS, ERCIO                    07/01/95   06/30/97   1643.73    137.50   1781.23   670            1BDRM   
174-276   18C   SARACENO, JOHN A.                01/01/97   12/31/97   1758.75     30.14   1788.89   686            1BDRM   
174-430   23C   SATO, TADAHARU                   06/15/96   06/30/97   1775.00     37.40   1812.40   670            1BDRM   
174-728   34D   SCHAEFLI, CHRISTOPHER            09/28/96   09/30/97   1860.00       .00   1860.00   665            1BDRM   
174-236   16N   SCHAFFER, KATJA                  04/15/96   04/30/97   1695.00       .00   1695.00   619            1BDRM   
174-828   38F   SCHILERKAMP, HELGA               05/05/93   05/31/97   1634.21     64.80   1699.01   662            1BDRM   
174-284   18G   SCHNEIDER, THOMAS A.             09/01/96   08/31/97   1775.00       .00   1775.00   662            1BDRM   
174-778   36E   SCHOFFLER, DIRK                  07/01/96   06/30/97   1875.00     39.49   1914.49   662            1BDRM   
174-756   35F   SCHREIBMAN, MIKE                 04/03/91   04/30/97   1414.69    113.96   1528.65   662            1BDRM   
174-824   38D   SCOTT, NIGEL J.                  11/05/96   11/30/97   1895.00       .00   1895.00   665            lBDRM   
174-518   26E   SEDOV, VLADAMIR                  12/28/91   05/31/97   1352.52     64.90   1417.42   665            1BDRM   
174-108   11J   SEMEL, MARTIN J.                 08/10/95   08/31/97   1573.74     64.24   1637.98   670            1BDRM   
174-342   20B   SEMIK, TARAS V.                  10/15/96   10/31/97   1350.00       .00   1350.00   400            STUDIO  
174-122   12A   SHAH, HENNA                      08/31/96   08/31/97   1325.00       .00   1325.00   419            STUDIO  
174-222   16F   SHAH, OJAS                       09/14/96   09/30/97   1725.00       .00   1725.00   665            1BDRM   
174-196   15H   SHARIFI, JAMSHIED                10/01/95   09/30/97   1414.69    158.40   1573.09   662            1BDRM   
174-044    9G   SHARIN WEST OVERSEAS INC.        03/01/97   02/28/98   1569.65    123.64   1693.29   670            1BDRM   
174-888   40M   SHEEAN, MICHAEL                  09/06/96   09/30/97   1900.00     29.70   1929.70   710            1BDRM   
174-494   25G   SHEETS, ROBERT JR.               09/14/94   09/30/97   1680.00     65.56   1745.56   662            1BDRM   
174-860   39K   SHIBATA, HIROSHI                 06/01/96   05/31/97   1825.00       .00   1825.00   619            1BDRM   
174-442   23J   SHIGETOKU, KAZUHIKO              09/06/96   09/30/97   1775.00     32.34   1807.34   665            1BDRM   
174-180   14R   SHIN, JUNE                       09/01/95   08/31/97   1446.68    118.80   1565.48   710            1BDRM   
174-076   10H   SHIOOA, MASAMI                   10/07/95   10/31/97   1680.00     39.60   1719.60   670            1BDRM   
174-680   32D   SHIRAMATSU, MASASHI              08/16/96   08/31/97   1850.00       .00   1850.00   670            1BDRM   
174-136   12H   SHREDNICK, JASON                 07/22/95   07/31/97   1601.40     88.00   1689.40   662            1BDRM   
174-134   12G   SIMMERMON, CRAIG A.              08/01/96   07/31/97   1725.00       .00   1725.00   662            1BDRM   
174-574   28E   SIMPER, MARCUS                   09/06/95   09/30/97   1758.04     56.98   1815.02   665            1BDRM   
174-566   28A   SJODAHL, KARL                    09/10/96   09/30/97   1795.00       .00   1795.00   740            1BDRM   
174-674   32A   SKONIECZNY JR., MARK             04/15/96   04/30/97   1850.00     33.33   1883.33   738            1BDRM   
174-514   26C   SMISEK, STEPHAN A.               03/09/97   03/31/98   1895.00       .00   1895.00   719                    
                GROSSMAN, BRENDA A.                                                                                         
174-006    8C   SMITH, DONALD                    01/01/97   12/31/97   1706.25     29.72   1735.97   648            1BDRM   
174-194   15G   SMITH, ERIC                      02/15/95   02/28/97   1621.80     91.30   1713.10   670            1BDRM   
174-412   22H   SMITH, JAMES G.                  08/25/96   08/31/97   1750.00     32.23   1782.23   665            1BDRM   
174-734   34G   SMITH, KENNETH D.                01/01/97   12/31/98   1948.15     61.60   2009.75   665            1BDRM   
</TABLE>                                                                      
                                                                              
                                                                               
<PAGE>                                                                        
                                                                             
<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:          9     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-052    9L   SOARES, CHAD                     09/01/95   08/31/97   1638.63     92.40   1731.03   670            1BDRM    
174-256   17H   SOBOYIK, RAE ELLEN               04/01/97   03/31/98   1643.22    63.36    1706.58   665            1BDRM    
174-114   11M   SOH, SUSAN                       09/14/96   09/30/97   1775.00       .00   1775.00   670            1BDRM    
174-822   38C   SOPENOFF, SCOTT                  11/01/95   10/31/98   2526.59     71.18   2597.77   976            2BDRM    
174-758   35G   SOWELL, PAUL D.                  08/01/95   07/31/97   1553.84     99.00   1652.84   665            1BDRM    
174-500   25K   SPATA, MICHELLE                  03/05/97   03/31/98   1975.00       .00   1975.00   670            1BDRM    
174-146   12N   SPINNEY, SANDRA L.               11/01/95   10/31/97   1406.50    176.00   1582.50   619            1BDRM    
174-172   14L   SPOTO, THOMAS J.                 10/07/96   10/31/97   1775.00       .00   1775.00   728            1BDRM    
174-850   39E   STAEHELI, NIKLAUS F.             02/10/97   02/28/98   1950.00       .00   1950.00   662            1 BDRM   
174-328   19K   STAUB, CRAIG P.                  07/07/95   07/31/97   1664.64     77.00   1741.64   665            1BDRM    
174-652   31B   STONE, STEVEN                    03/01/97   02/28/99   2559.44    307.45   2866.89  1175            2BDRM    
174-798   37C   STORCH, ARTHUR                   09/01/96   08/31/97   2750.00       .00   2750.00   976            2BDRM    
174-606   29G   SUGARMAN, BARBARA                12/01/95   11/30/97   1573.09    125.84   1698.93   670            1BDRM    
174-872   40D   SUGIMOTO, JIRO                   01/01/97   12/31/97   1942.50     29.15   1971.65   665            1BDRM    
174-458   24C   SULLIVAN, MARK                   02/01/97   01/31/98   1863.75     43.78   1907.53   670            1BDRM    
174-848   39D   SUMINO, TOSHAKI                  09/06/95   06/30/97   1836.40     39.60   1876.00   665            1BDRM    
174-278   18D   SUN, ANGELA                      09/05/96   09/30/97   1750.00       .00   1750.00   689            1BDRM    
174-608   29H   SUNOHARA, KOICHI                 02/01/97   01/31/98   1857.11     67.32   1924.43   665            1BDRM    
174-208   15P   SUPERMEDIA                       10/01/95   09/30/97   1452.92    118.80   1571.72   712            1BDRM    
174-654   31C   SUPER'S UNIT                                12/30/99   2300.00  -2300.00       .00   976            1BDRM    
174-910   41L   SVENNSON, BO R.                  05/05/96   05/31/97   1950.00     36.63   1986.63   712            1BDRM    
174-688   32H   SWANINATHAN, G. & BERDI M.       07/06/96   07/31/97   2700.00       .00   2700.00  1100            2BDRM    
174-672   31M   SYKES, KEN                       03/10/97   03/31/98   1900.00       .00   1900.00   710            1BDRM    
174-622   30A   TABATA, MASARU                   08/01/95   07/31/97   1728.90     70.62   1799.52   740            1BDRM    
174-428   23B   TAIRA, HIDEHARU                  04/04/96   04/30/97   1850.00     37.07   1887.07   750            1BDRM    
174-186   15C   TALMANT, VINCENT                 07/25/95   07/31/97   1600.80     59.18   1659.98   686            1BDRM    
174-890   41A   TAN, MICHAEL                     10/01/95   09/30/97   1874.25     58.30   1932.55   738            1BDRM    
174-880   40H   TANZIL, HENRY                    06/15/93   06/30/97   2340.00    124.74   2464.74   980            2BDRM    
174-814   37L   TEE, DAVID N.                    03/22/96   03/31/97   1925.00     36.52   1961.52   712            1BDRM    
174-244   17B   TEJME, RICHARD                   02/19/97   02/28/98   1350.00       .00   1350.00   400            STUDIO   
174-170   14K   TERRAZAS, NORBERTO S.            02/01/97   01/31/99   1691.67     62.04   1753.71   665            1BDRM    
174-300   18L   TODA, RITSUKO                    10/01/95   09/30/97   1874.25     69.08   1943.33   728            1BDRM    
174-948   43F   TOMAGNINI, CIRO                  04/15/95   04/30/97   1913.52     75.02   1988.54   662            1BDRM    
174-168   14J   TOPF, EMILY                      08/06/96   08/31/97   1715.00       .00   1715.00   665            1BDRM    
174-854   39G   TREIMAN, LINDA                   04/15/96   04/30197   1850.00     47.30   1897.30   665            1BDRM    
174-188   15D   TSAI, DAVID                      11/08/96   11/30/97   1775.00       .00   1775.00   670            1BDRM    
174-248   17D   TSANG, THOMAS C.                 07/01/95   06/30/97   1695.24     66.66   1761.90   670            1BDRM    
174-704   33D   TURNER, JAMES NOEL               09/06/96   09/30/97   1850.00       .00   1850.00   670            1BDRM    
174-594   29A   TYSON, ALLAN                     04/15/93   04/30/97   1554.80    105.60   1660.40   740            1BDRM    
174-548   27F   UCHIDA, RYUICHI                  05/12/96   05/31/97   1795.00       .00   1795.00   662            1BDRM    
174-042    9F   UGALDE, CARMEN DIAZ              01/01/97   12/31/97   1523.93     92.73   1616.66   665            1BDRM    
174-178   14P   UGER, THOMAS CHANCE              08/06/96   08/31/97   1725.00     30.80   1755.80   712            1BDRM    
174-426   23A   UNO, MASAYA                      11/01/95   10/31/97   1638.00    103.62   1741.62   740            1BDRM    
174-514   26C   **VACANT**                       03/01/97              1795.00       .00   1795.00   719                     
174-976   3V    **VACANT**                                                 .00       .00       .00  3000                     
174-978   4R    **VACANT**                                              875.00       .00    875.00  1025                     
174-202   15L   VAN CAMP, NOELLE                 07/08/96   07/31/97   1775.00     30.80   1805.80   728            1BDRM    
174-556   27K   VAN DE WIEL, ANNA                08/15/95   08/31/97   1882.92     35.97   1918.89   728            1BDRM    
174-118   11P   VAN DEN BREKEL, PAUL             11/05/96   11/30/97   1713.70     36.30   1750.00   712            1BDRM    
174-800   37D   VAN WOENSEL, SOPHIA              09/05/96   09/30/97   1895.00       .00   1895.00   665            1BDRM    
174-192   15F   VELLAKE, VINCENT                 12/07/96   12/31/97   1775.00       .00   1775.00   670            1BDRM    
                PAUL MURPHY                                                                                                  
                                                                                                                                   
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
 
[ILLEGIBLE]                      R E N T     R 0 L L      L I S T I N G                 PAGE:         10     *** REPORT FORMAT ***
                                                                                                               ALPHABETICAL ORDER
174  CS RITZ HOLDING, LP, 235 WEST 48TH STREET, NEW YORK, NY, 10036                     DATE:  3/21/1997        WITH COMMENTS

                                                  LEASE      LEASE       BASE     REPEAT    TOTAL   ROOM   LSE.     APT.
ACCT NO   UNIT  TENANT NAME / COMMENTS            BEGIN     EXPIRES     CHARGE    CHARGES  CHARGES  SIZE   TYPE     DESCR

<S>       <C>   <C>                              <C>        <C>        <C>        <C>     <C>       <C>    <C>      <C>
174-614   29L   VOLKL, FRANK                     09/01/95   07/31/97   2025.00     38.83   2063.83   751            1BDRM  
174-344   20C   VOLOVICH, GENE                   02/08/97   02/28/98   1775.00       .00   1775.00   670            1BDRM   
174-084   10M   VON DER HEIDE, JENS              05/07/96   05/31/97   1695.00       .00   1695.00   751            1BDRM   
174-032    9A   WALENTAS, JED                    03/17/96   03/31/97   1300.00     26.40   1326.40   400            STUDIO  
174-446   23L   WALKER, GARY                     12/07/96   12/31/97   1995.00     44.77   2039.77   751            1BDRM   
174-900   41F   WALKER, STEPHEN                  02/01/97   01/31/98   1950.00       .00   1950.00   662                    
                WALKR, SHARON JO-ANN(WIFE)                                                                                  
174-524   26H   WALLIN, SUSANNE                  08/08/96   08/31/97   1775.00     33.00   1808.00   665            1BDRM   
174-770   36A   WALSH, ADAM J.                   03/01/97   02/28/98   1875.00       .00   1875.00   738            1BDRM   
174-536   26P   WASSERMAN, ROBERT                10/29/96   10/31/97   1850.00       .00   1850.00   710            1BDRM   
174-626   30C   WASSERSTEIN PERELLA & CO., INC   04/01/97   03/31/98   1746.94     70.62   1817.56   670            1BDRM   
174-646   3ON   WEINTRAUB, MICHAEL A.            02/05/97   02/28/98   2025.00       .00   2025.00   712            1BDRM   
174-926   42G   WEISS, DAVID                     01/01/97   12/31/98   1990.20     37.40   2027.60   670            1BDRM   
174-200   15K   WHELAN, JOHN T.                  07/06/95   07/31/97   1622.82     60.50   1683.32   665            1BDRM   
174-802   37E   WHITE, MARK                      05/01/93   04/30/98   1632.54     78.87   1711.41   662            1BDRM   
174-642   30L   WILKIN, THOMAS                   10/01/95   09/30/97   2008.13     77.88   2086.01   751            1BDRM  
174-576   28F   WILSON, MARK V.                  09/01/95   08/31/97   1757.22     93.72   1850.94   670            1BDRM   
174-896   41D   WINSLOW, STANLEY                 10/01/91   09/30/98   1474.46    123.20   1597.66   665            1BDRM   
174-916   42B   YACKANICH, GABRIEL               12/01/95   11/30/97   2652.00    212.96   2864.96  1175            2BDRM   
174-218   16D   YAMADA, HIROKI                   11/01/95   10/31/97   1767.15     61.38   1828.53   670            lBDRM   
174-340   20A   YAMAYAWA, SANAE                  02/08/97   02/28/98   1395.00       .00   1395.00   419            STUDIO  
174-166   14H   YAMAMOTO, YUKIHIDE               04/05/96   04/30/97   1695.00       .00   1695.00   662            1BDRM   
174-950   43G   YAMANE, EIJI                     04/01/97   03/31/98   1925.00     41.91   1966.91   670            1BDRM   
174-354   20H   YIM, DAVID                       07/07/96   07/31/97   1725.00     44.99   1769.99   662            1BDRM   
174-572   28D   YOSHIZAWA, TSUTONO               08/01/95   07/31/97   1757.91     65.12   1823.03   665            1BDRM   
174-616   29M   YOUNG, JAMES                     08/01/95   07/31/98   1524.21    153.45   1677.66   589            1BDRM   
174-936   42M   YUBA, JUNICHI                    09/07/96   09/30197   1910.00     30.80   1940.80   710            1BDRM   
174-676   32B   YUT, SCOTT A.                    09/08/96   09/30/97   3000.00       .00   3000.00  1147            2BDRM   
174-522   26G   ZEHNDER, ADRIAN RUDOLPH          04/29/95   04/30/97   1734.00     79.20   1813.20   662            1BDRM   
174-502   25L   ZELLE, MICHAEL N.                08/10/95   08/31/97   1968.60     38.39   2006.99   751            1BDRM   
174-022    8L   ZENG, ZIMO                       08/19/96   08/31/97   1725.00     28.49   1753.49   670            1BDRM   
174-004    8B   ZIRKEL, SETH                     09/07/96   09/30/97   1300.00       .00   1300.00   400            STUDIO  
174-398   22A   ZOULAS, CHRISTOS                 03/01/97   02/28/98   1775.18    137.72   1912.90   740            1BDRM   
                                                                                                                    
                BUILDING TOTAL       491 TENANTS                     884438.06          1027256.29
                                                                               142818.23

</TABLE>

*    NEXT TO TENANT NAME INDICATES VACANCY OR NEW TENANT PENDING


<PAGE>


RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                             1996 Actual 1997 Projected
                                        1994          1995      Budget        Budget     Underwriting     %       $/Unit

                                                                11 Months
   Revenues                                                     Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>          <C>          <C>       <C>      
1 Gross Rentals - Residential           9,176,170   9,730,960                             10,443,177    85.19%   21,802.04       
2 Gross Rentals- Commercial             1,344,868   1,364,864                              1,060,420     8.65%    2,213.82     
3 Section 421-A Recapture Existing                                                           325,873     2.66%      680.32
4 421-A Recapture Existing 1997-2002                                                       1,049,266     8.56%    2,190.53


5 Bad Debt Writeoff/Rent Concessions                                                                                    
6 Vacancy Allowance                                  (486,596)    (371,307)                 (670,447)   -5.47%   (1,399.68)       
7 Free Rent                                           (47,655)     (35,970)                  (32,000)   -0.26%      (66.81)       
8 Super's Unit                                                                                            .00%
9 Other Income                                                                                           0.00%
    Laundry                                                                                   70,000     0.57%      146.14
    Dry Cleaning                                                                              12,000     0.10%       25.05
    Total                               9,986,787  10,688,547   11,976,327   12,350,900   12,258,289   100.00%   25,591.42
                   

   Operating Expenses

11 Apartment prep - supplies                                                     37,500       37,500     0.31%       78.29
12 Appliances                                                                     5,000        5,000     0.04%       10.44
13 Auditing Expense                                                 27,273       10,000       10,000     0.08%       20.88
14 Bldg Service Employees                                          625,495      546,554      546,554     4.46%    1,141.03
15 Cleaning Contract                                                13,005       36,000(a)    36,000     0.29%       75.16
                                                                                 50,000       50,000     0.41%      104.38
16 Contingency repairs                                              75,787       48,000       48,000     0.39%      100.21
17 Elevator Maint/Contract                                                      117,500      117,500     0.96%      245.30
18 Employee benefits union
19 Cleaning Supplies                                                44,638                      -        0.00%        -
20 Commissions                                                     398,361                               0.00%        -
21 Engineering                                                                    5,000        5,000     0.04%       10.44
22 Decorating Supplies                                              24,900        5,000        5,000     0.04%       10.44
23 Dues & Subscriptions                                              1,333                               0.00%        -
24 Fire protection                                                                7,500        7,500     0.06%       15.66
25 Equipment Maintenance                                             7,724        7,500        7,500     0.06%       15.66
26 Fuel Oil                                                        133,990      109,774      109,774     0.90%      229.17
27 Gas and Electric                                                202,909      195,000      195,000     1.59%      407.10
28 General Services                                                               4,000        4,000     0.03%        8.35
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                             1996 Actual 1997 Projected
                                        1994          1995      Budget        Budget     Underwriting     %       $/Unit

                                                                (11 Months
      Revenues                                                  Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>          <C>          <C>       <C>      
29    Eviction Fees                                                  9,190                               0.00%         -
30    Exterminating                                                  6,819                               0.00%         -
31    Fines and Fees                                               159,728                               0.00%         -
32    HVAC                                                          62,458       70,000       70,000     0.57%      146.14
33    Ins Medical                                                  171.477       86,000         -        0.00%         -
      Workman's Comp                                                                          20,000     0.16%       41.75
      Medical Insurance                                                                        5,000     0.04%       10.44
34    Inspection fees and permits                                                12,000       12,000     0.10%       25.05
35    Misc. Maint Exp.                    454,340     443,805       10,169                               0.00%         -
36    Management Fee                                               337,073      616,845      579,392     4.73%    1,209.59
37    Legal fees (incl. tax certiorari)                                          12.000       12.000     0.10%       25.05
38    Messenger Exp.                                                 5,189                               0.00%        -
39    Membership and dues                                                         1,500        1,500     0.01%        3.13
40    Misc.Admin                          948,291   1,182,944       84,964        5,000        5,000     0.04%       10.44
41    Misc Renting Exp                                              78,108                               0.00%         -
42    Misc Optg Exp                         5,999      65,507       74,806        2,500        2,500     0.02%        5.22
43    Non Union Employee Benefit                                    17,764                               0,00%         -
44    Office equipment                                                            6,200        6,200     0.05%       12.94
45    Office Supplies                                               23,112        3,700        3,700     0.03%        7.72
46    Postage                                                        9,195                      -        0.00%         -
47    Plumbing                                                                   30,000       30,000     0.24%       62.63
48    Payroll Service                                                5,691                               0.00%         -
49    Payroll Taxes                        80,401      89,578       93,946       74,478       74,478     0.61%      155.49
50    Printing and Advertising                                      96,557       42,500       42,500     0.35%       88.73
51    Prop and Liab Ins                                             84,279                    61,000     0.50%      127.35
52    Real Estate Taxes                 1,649,767   2,516,597    1,160,000    1,430,956    2,666,856    21.76%    5,567.55
53    Repairs Contract                                              93,097                      -        0.00%        -
54    Repairs Material                                             105,791                               0.00%        -
55    Petty Cash                                                     9,471        3,600        3,600     0.03%        7.52
56    Security guards                                                            18,720         -        0.00%         -
57    Salaries-Office                                               56,521                      -        0.00%         -
58    Supplies and Hardware                                                      30,000       30,000     0.24%       62.63
59    Water & Sewer                                                 86,881       88,851       88,851     0.72%      185.49
60    Salaries Sales Office                                         62,116       50,000       50,000     0.41%      104.38
61    Salaries Security Guard                                       27.687       18,720       18,720     0.15%       39.08
62    Service Contract                                              70,500                      -        0.00%         -
63    Telephone                                                     17,441                    17,441     0.14%       36.41
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                             1996 Actual 1997 Projected
                                        1994          1995      Budget        Budget     Underwriting     %       $/Unit

                                                                (11 Months
   Revenues                                                     Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>          <C>          <C>       <C> 
64 Trash removal                                                     3,431                     3,431     0.03%        7.16
65 Uniforms & Cleaning                                                  -         5,000        4,100     0.03%        8.56
66 Union Health, Pension, Annuity                                  120,352                       -       0.00%         -
67 Workmen's Comp                                                    5,569                       -       0.00%         -
                                                                                                 
68 Total Operating Expenses             3,138,798   4,298,431    4,904,797    3,792,898    4,992,597    40.73%   10,422.96
                                                                                                                 15,168.46
69 NOI                                  6,847,989   6,390,116    7,071,530    8,558,002    7,265,692    59.27%

70 Total Capital Requirements                                                                191,600                400.00
              Residential                                                                      4,417
              Commercial                                                                         440
              Restaurant                                                                       4,740
              Parking

   Leasing Commissions                                                                        
              Commercial                                                                      33,336      

   Tls                                                                                     
              Commercial
                                                                                              63,497
 71 NCF

   (a) Exterior and interior cleaning                                                      6,967,661        
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                             1996 Actual 1997 Projected
                                        1994          1995      Budget        Budget    Explanation

                                                               (11 Months
   Revenues                                                    Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>        <C>  
1 Gross Rentals-Residential             9,176,170   9,730,960                           January rent roll in place
2 Gross Rentals-Commercial              1,344,868   1,364,864                           Casa Di Meglio ($118,560, AT&T $172,500, GSA
                                                                                        $345,000 and Par
3 Section 421-A Recapture Existing                                                      January 1997 rent roll: suporting schedule 
                                                                                        to be provided
4 421-A Recapture Existing 1997-2002                                                    See supporting tax analysis as confirmed by 
                                                                                        Gary Podell at (212) 88
                                                                                        and Strook and Strook and Lavan 
                                                                                        (David Goldstein at (212) 806-54'

5 Bad Debt Writeoff/Rent Concessions
6 Vacancy Allowance                      (486,596)   (371,307)                          5% of Residential and 7.5% of Commercial 
                                                                                         rent
7 Free Rent                               (47,655)    (35,970)                          Estimated allowance
8 Super's Unit                                                                          Does not apply
9 Other Income                                                                          Does not apply
       Laundry                                                                          New Contract - prior contract was $60,000
       Dry Cleaning                                                                     Contract
Total                                   9,986,787  10,688,547   11,976,327   12,350,900

Operating Expenses

11 Apartment prep-supplies                                                       37,500 Per company projection
12 Appliances                                                                     5,000 Per company projection
13 Auditing Expense                                                 27,273       10,000 Per company projection
14 Bldg Service Employees                                          625,495      546,554 Per Org Chart, Payroll Tax Reports: 
                                                                                        supporting attachments
                                                                                        and to-be-provided schedules
15 Cleaning Contract                                                13,005       36,000 (a) Contract
16 Contingency repairs                                                           50,000 Per company projection
17 Elevator Maint/Contract                                          75,787       48,000 Contract
l8 Employee benefits union                                                      117,500 Per Payroll: quarterly government reporting 
                                                                                        available by end-March
19 Cleaning Supplies                                                44,638              Expenses reduced and reclassifed to supplies
                                                                                        and hardware
20 Commissions                                                     398,361              100% leased w/in-house leasing (see below), 
                                                                                        eliminates res'l comm
21 Engineering                                                                    5,000 Per company projection
22 Decorating Supplies                                              24,900        5,000 Per company projection
23 Dues & Subscriptions                                              1,333              Per company projection
24 Fire protection                                                                7,500 Per company projection
25 Equipment Maintenance                                             7,724        7,500 Per company projection
26 Fuel Oil                                                        133,990      109,774 Decrease from prior years is supported in 
                                                                                        attached analysis
27 Gas and Electric                                                202,909      195,000 Decrease from prior years is supported in 
                                                                                        attached analysis
28 General Services                                                               4,000 Per company projection
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                             1996 Actual 1997 Projected
                                        1994          1995      Budget        Budget    Explanation

                                                               (11 Months
   Revenues                                                    Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>        <C>                                   
29 Eviction Fees                                                     9,190              Budgeted in legal costs
30 Exterminating                                                     6,819              Classified elsewhere
31 Fines and Fees                                                  159,728              Bankruptcy Fees not to be incurred in future
32 HVAC                                                             62,458       70,000 Contract
33 Ins Medical                                                     171,477       86,000 Reclassified into Property and Liability 
                                                                                        Insurance below
   Workman's Comp                                                                       Reclassified
   Medical Insurance                                                                    Reclassified
34 Inspection fees and permits                                                   12,000 Regulatory requirements, as estimated by 
                                                                                        company
35 Misc. Maint Exp.                       454,340     443,805       10,169              Reclassifed in maintenance, supplies, etc. 
                                                                                        categories
36 Management Fee                                                  337,073      616,845 5% of Net Gross Income
37 Legal fees (incl.tax certiorari)                                              12,000 Per company projection
38 Messenger Exp.                                                    5,189              Reclassifed elsewhere
39 Membership and dues                                                            1,500 Per company projection
40 Misc. Admin                            948,291   1,182,944       84,964        5,000 Eliminated or classified elsewhere
41 Misc Renting Exp                                                 78,108              Eliminated or classified elsewhere
42 Misc Optg Exp                            5,999      65,507       74,806        2,500 Eliminated or classified elsewhere
43 Non Union Employee Benefit                                       17,764              Eliminated or classified elsewhere
44 Office equipment                                                               6,200 Per company projection, includes various 
                                                                                        items
45 Office Supplies                                                  23,112        3,700 Reclassified elsewhere
46 Postage                                                           9,195              Reclassified elsewhere
47 Plumbing                                                                      30,000 Contract
48 Payroll Service                                                   5,691              Expense eliminated
49 Payroll Taxes                           80,401      89,578       93,946       74,478 Tax report will be made available
                                                                                        as backup
50 Printing and Advertising                                         96,557       42,500 100% occupancy. Redueed marketing program.
51 Prop and Liab Ins                                                84,279              Building insurance
52 Real Estate Taxes                    1,649,767   2,516,597    1,160,000    1,430,956 Maximum Real Estate Taxes to be incurred; 
                                                                                          see item 4 above for ve
53 Repairs Contract                                                193,097              Expense is no longer incurred because 
                                                                                         repairs are done in house
54 Repairs Material                                                105,791              Performed by in house management; accounted 
                                                                                          for in supplies and
55 Petty Cash                                                        9,471        3,600 Per company projection
56 Security guards                                                               18,720 Reclassified below
57 Salaries-Office                                                 156,521              Reclassified (costs associated with
                                                                                           management fee) or eliminated
58 Supplies and Hardware                                                         30,000 Per company projection
59 Water & Sewer                                                    86,881       88,851 Per company projection
60 Salaries Sales Office                                            62,116       50,000 Management employs one leasing agent to
                                                                                           perform leasing activitie
61 Salaries Security Guard                                          27,687       18,720 Current cost structure
62 Service Contract                                                 70,500              Costs reclassified, including to Cleaning 
                                                                                          Supplies, among other catk
63 Telephone                                                        17,441              Costs reduced, included in office equipment
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                                1996 Actual   1997 Projected
                                        1994          1995      Budget        Budget    Explanation

                                                                (11 Months
   Revenues                                                     Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>        <C>                                   
 64  Trash removal                                                   3,431              Per company projection
 65  Uniforms & Cleaning                                               -          5,000 Per company projection
 66  Union Health, Pension, Annuity                                120,352              Reclassified as Employee Benefits Union
 67  Workmen's Comp                                                  5,569              Reclassified with Insurance Medical

 68  Total Operating Expenses           3,138,798   4,298,431    4,904,797    3,792,898

 69  NOI                                6,847,989   6,390,116    7,071,530    8,558,002

 70  Total Capital Requirements
             Residential
             Commercial
             Restaurant
             Parking

     Leasing Commissions
             Commercial

     Tls
             Commercial

 71 NCF

   (a) Exterior and interior cleaning
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                             1996 Actual  1997 Projected
                                        1994          1995      Budget        Budget                

                                                              (11 Months
   Revenues                                                   Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>        <C>           
1  Gross Rentals - Residential          9,176,170   9,730,960
2  Gross Rentals- Commercial            1,344,868   1,364,864                           king $424,360)
3  Section 421 -A Recapture Existing
4  421-A Recapture Existing 1997-2002                                                   13-6500
                                                                                        16):

5  Bad Debt Writeoff/Rent Concessions
6  Vacancy Allowance                     (486,596)   (371,307)
7  Free Rent                              (47,655)    (35,970)
a  Super's Unit
9  Other Income
          Laundry
          Dry Cleaning
   Total                                9,986,787  10,688,547   11,976,327   12,350,900

   Operating Expenses

11 Apartment prep - supplies                                                     37,500
12 Appliances                                                                     5,000
13 Auditing Expense                                                 27,273       10,000
14 Bldg Service Employees                                          625,495      546,554

15 Cleaning Contract                                                13,005       36,000 (a)
16 Contingency repairs                                                           50,000
17 Elevator Maint/Contract                                          75,787       48,000
18 Employee benefits union                                                      117,500
19 Cleaning Supplies                                                44,638
20 Commissions                                                     398,361              ission expense
21 Engineering                                                                    5,000
22 Decorating Supplies                                              24,900        5,000
23 Dues & Subscriptions                                              1,333
24 Fire protection                                                                7,500
25 Equipment Maintenance                                             7,724        7,500
26 Fuel Oil                                                        133,990      109,774
27 Gas and Electric                                                202,909      195,000
28 General Services                                                               4,000
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                                1996 Actual   1997 Projected
                                        1994          1995        Budget         Budget                

                                                                (11 Months
   Revenues                                                     Annualized)                                     
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>                   
29 Eviction Fees                                                     9,190
30 Exterminating                                                     6,816
31 Fines and Fees                                                  159,728
32 HVAC                                                             62,458       70,000 
33 Ins Medical                                                     171,477       86,000
   Workman's Comp
   Medical Insurance                                                             12,000
34 Inspection fees and permits
35 Misc.  Maint Exp.                      454,340     443,805       10,169
36 Management Fee                                                  337,073      616,845
37 Legal fees (incl. tax certiorari)                                             12,000
38 Messenger Exp.                                                    5,189
39 Membership and dues                                                            1,500
40 Misc. Admin                            948,291   1,182,944       84,964        5,000
41 Misc Renting Exp                                                 78,108
42 Misc Optg Exp                            5,999      65,507       74,806        2,500
43 Non Union Employee Benefit                                       17,764
44 Office equipment                                                               6,200
45 Office Supplies                                                  23,112        3,700
46 Postage                                                           9,195
47 Plumbing                                                                      30,000
48 Payroll Service                                                   5,691
49 Payroll Taxes                           80,401      89,578       93,946       74,478
50 Printing and Advertising                                         96,557       42,500
51 Prop and Liab Ins                                                84,279
52 Real Estate Taxes                    1,649,767   2,516,597    1,160,000    1,430,956 [illegible]
53 Repairs Contract                                                193,097
54 Repairs Material                                                105,791              hardware
55 Petty Cash                                                        9,471        3,600
56 Security guards                                                               18,720
57 Salaries-0ffice                                                 156,521
58 Supplies and Hardware                                                         30,000
59 Water & Sewer                                                    86,881       88,851
                                                                    62,116       50,000
60 Salaries Sales Office
61 Salaries Security Guard                                          27,687       18,720
62 Service Contract                                                 70,500              [illegible]
63 Telephone                                                        17,141   
</TABLE>

<PAGE>

RITZ PLAZA\GSUW2A.XLS New Op bdgt) 3/21/97 10:31 AM

<TABLE>
<CAPTION>
   Operating Budget
                                                               1996 Actual  1997 Projected
                                        1994          1995        Budget        Budget                

                                                                (11 Months
   Revenues                                                     Annualized)                                     
- ----------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>                   

64   Trash removal                                                   3,431
65   Uniforms & Cleaning                                               -          5,000
66   Union Health, Pension, Annuity                                120,352
67   Workmen's Comp                                                  5,569

68   Total Operating Expenses           3,138,798   4,298,431    4,904,797    3,792,898

69   NOI                                6,847,989   6,390,116    7,071,530    8,558,002

70   Total Capital Requirements
             Residential
             Commercial
             Restaurant
             Parking

     Leasing Commissions
             Commercial

     Tls
             Commercial

71 NCF

  (a) Exterior and interior cleaning
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

====================================================================================================================================
                                               ----------------------------------------                                    
- --- PREPARED FOR---                                      CS RITZ HOLDING, LP                          ---PREPARED BY---             
235 WEST 48TH  STREET                          STATEMENT OF OPERATING INCOME & EXPENSES               KNIGHTSBRIDGE MANAGEMENT, L.P.
NEW YORK, NY                   10036                  FOR PERIOD ENDED 2/28/97                       
                                               ----------------------------------------                                            
PAGE: A-   5                    
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
BLD ACCT: 174 CORP. NO.: 0                                                                                            FISCAL BEG:12
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                          
                                                                                                  
                                   -----------CURRENT MONTH------------------ YEAR TO DATE----------------ANNUAL BUDGET-------------
                                                                                                                       
                                                                                                  
                                   ----ACTUAL--- --BUDGET-- --VAR--  ---ACTUAL---   --BUDGET--   --VAR--   --TOTAL--   --REMAINING--
<S>                                <C>          <C>        <C>      <C>            <C>           <C>      <C>          <C>      

OPERATING INCOME
 RESIDENTIAL RENT                   853,321.21   886,040   -32,719   2,126,370.47   2,156,230    -29,860   10,130,590   8,004,220
 COMMERCIAL RENT                    114,272.30   110,000     4,272     230,619.60     220,000     10,620    1,210,000     979,380
 LAUNDRY INCOME                            .00     5,833    -5,833            .00      11,666    -11,666       64,163      64,163
 VACANCY LOSS                          -875.00   -15,000    14,125      -9,905.54     -30,000     20,094     -165,000    -155,094
 INTEREST                             2,627.07     1,250     1,377       2,946.61       2,500        447       13,750      10,803
 BOUNCED CHECK FEES                     100.00         0       100         240.00           0        240            0        -240
 MISCELLANEOUS INCOME                 2,115.59         0     2,116       3,666.58           0      3,667            0      -3,667
 LATE FEES                            3,200.00         0     3,200       4,700.00           0      4,700            0      -4,700
 BAD DEBT WRITEOFF                         .00     1,250    -1,250            .00       3,750     -3,750       15,000      15,000
 EMPLOYEE APART/GAR                  -2,300.00    -2,300         0      -6,900.00      -6,900          0      -27,600     -20,700
 RENT CONCESSIONS                          .00     1,666    -1,666            .00       5,006     -5,006       20,000      20,000
 HEALTH CLUB FEES                     4,990.00    12,866    -7,876      74,256.16      38,606     35,650      154,400      80,144
 421 A INCOME                        36,046.70    30,000     6,047      65,830.27      60,000      5,830      330,000     264,170

                                  ============ =========   =======   ============   =========    =======   ==========   =========
 TOTAL INCOME                     1,013,497.87 1,031,605   -18,107   2,491,824.15   2,460,858     30,966   11,745,303   9,253,479
                                  ============ =========   =======   ============   =========    =======   ==========   =========



OPERATING EXPENSES
PAYROLL & PAYROLL TAXES
 SALARIES                            48,543.01    54,374    -5,831     115,373.02     135,342    -19,969      706,267     590,894
 EMPLOYEE BENEFITS                   16,732.13         0    16,732      16,732.13      29,375    -12,643      117,500     100,768
 PAYROLL TAXES                        7,695.69         0     7,696      18,537.36           0     18,537            0     -18,537

                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
 TOTAL PAYROLL & P/R TA              72,970.83    54,374    18,597     150,642.51     164,717    -14,074      823,767     673,124




OTHER OPERATING EXPENSES
 REAL ESTATE TAXES                   97,778.00    97,778         0     244,960.23     244,960          0    1,480,360   1,235,400
 WATER & SEWER                       14,809.00     7,404     7,405      14,809.00      22,215     -7,406       88,851      74,042
 MAINTENANCE & JANITOR                  790.23         0       790         790.23           0        790            0        -790
 GAS & ELECTRIC                      35,595.31    16,250    19,345      35,595.31      48,750    -13,155      195,000     159,405
 FUEL                                 8,096.28    20,625   -12,529      31,073.19      61,875    -30,802      137,500     106,427
 INSURANCE                           18,986.67     8,692    10,295      19,028.00      28,248     -9,220       97,784      78,756
 SUPT. EXPENSE                             .00       300      -300         600.00         900       -300        3,600       3,000
 INSPECTION FEES & PER                     .00         0         0            .00       3,000     -3,000       12,000      12,000

====================================================================================================================================
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

====================================================================================================================================
                                               ----------------------------------------                                    
- --- PREPARED FOR---                                      CS RITZ HOLDING, LP                          ---PREPARED BY---             
235 WEST 48TH  STREET                          STATEMENT OF OPERATING INCOME & EXPENSES               KNIGHTSBRIDGE MANAGEMENT, L.P.
NEW YORK, NY                   10036                  FOR PERIOD ENDED 2/28/97                       
                                               ----------------------------------------                                            
PAGE: A-   6                    
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
BLD ACCT: 174 CORP. NO.: 0                                                                                            FISCAL BEG:12
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                          
                                                                                                  
                                   -----------CURRENT MONTH------------------ YEAR TO DATE----------------ANNUAL BUDGET-------------
                                                                                                                       
                                                                                                  
                                   ----ACTUAL--- --BUDGET-- --VAR--  ---ACTUAL---   --BUDGET--   --VAR--   --TOTAL--   --REMAINING--
<S>                                <C>          <C>        <C>      <C>            <C>           <C>      <C>          <C>      

 UNIFORMS                               253.00         0       253         253.00       2,500     -2,247        5,000       4,747
 R & M HEALTH CLUB                      930.34         0       930       1,792.81           0      1,793            0      -1,793
 OUTSIDE INSTRUC. HEAL                     .00         0         0       1,000.00           0      1,000            0      -1,000
 PAYROLL HEALTH CLUB                  9,204.60     9,533      -328      21,481.50      19,066      2,416      104,863      83,381

                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
 TOTAL OTHER OPERATING              186,443.43   160,582    25,861     371,383.27     431,514    -60,131    2,124,958   1,753,575
                                  ============   =======   =======   ============   =========    =======   ==========   =========

ADMINISTRATIVE EXPENSES
 MORTGAGE INTEREST CAD              788,333.67   537,500   250,834   1,272,083.67   1,248,387     23,697    6,085,887   4,813,803
 MANAGEMENT FEES                     51,504.00    51,341       163     122,216.91     121,966        251      584,035     461,818
 LEGAL FEES                             717.29     2,104    -1,387         767.29       6,314     -5,547       25,250      24,483
 ENGINEERING                               .00         0         0            .00       1,000     -1,000        3,500       3,500
 CONSULTING                                .00       208      -208            .00         628       -628        2,500       2,500
 AUDITING FEES                             .00         0         0            .00           0          0       10,000      10,000
 TELEPHONE                              758.80         0       759         840.54           0        841            0        -841
 LEASING COMMISSION                   3,846.16     4,166      -320      11,015.40      12,506     -1,491       50,000      38,985
 OFFICE SUPPLIES                        205.46       100       105         205.46         300        -95        1,200         995
 OFFICE EQUIPMENT                          .00       515      -515          25.00       1,545     -1,520        6,180       6,155
 DATA PROCESSING                        444.91       125       320         494.96         375        120        1,500       1,005
 GENERAL SERVICES                          .00       208      -208            .00         628       -628        2,500       2,500
 PRINTING                                  .00       208      -208            .00         628       -628        2,500       2,500
 MEMBERSHIP DUES                           .00       125       125         149.00         375       -226        1,500       1,351
 BANK CHARGES                              .00        20       -20            .00          70        -70          250         250
 ADVERTISING                             73.00     3,333    -3,260         750.35      10,003     -9,253       40,000      39,250
 PETTY CASH                             300.00        83       217         300.00         253         47        1,000         700
 INTERCOM                               698.21         0       698         698.21       1,250       -552        5,000       4,302
 MISC. ADMINISTRATIVE                      .00       291      -291            .00         881       -881        3,500       3,500

                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
 TOTAL ADMINISTRATIVE               846,881.50   600,327   246,555   1,409,546.79   1,407,109      2,438    6,826,302   5,416,755
                                  ============   =======   =======   ============   =========    =======   ==========   =========

REPAIRS & MAINTENANCE
 SUPPLIES\HARDWARE                    3,113.88     2,500       614       3,811.01       7,500     -3,689       30,000      26,189
 EQUIPMENT & TOOLS                         .00       625      -625            .00       1,875     -1,875        7,500       7,500
 AAPPLIANCES                               .00       416      -416            .00       1,256     -1,256        5,000       5,000

====================================================================================================================================

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

====================================================================================================================================
                                               ----------------------------------------                                    
- --- PREPARED FOR---                                      CS RITZ HOLDING, LP                          ---PREPARED BY---             
235 WEST 48TH  STREET                          STATEMENT OF OPERATING INCOME & EXPENSES               KNIGHTSBRIDGE MANAGEMENT, L.P.
NEW YORK, NY                   10036                  FOR PERIOD ENDED 2/28/97                       
                                               ----------------------------------------                                            
PAGE: A-   7                    
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
BLD ACCT: 174 CORP. NO.: 0                                                                                            FISCAL BEG:12
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                          
                                                                                                  
                                   -----------CURRENT MONTH------------------ YEAR TO DATE----------------ANNUAL BUDGET-------------
                                                                                                                       
                                                                                                  
                                   ----ACTUAL--- --BUDGET-- --VAR--  ---ACTUAL---   --BUDGET--   --VAR--   --TOTAL--   --REMAINING--
<S>                                <C>          <C>        <C>      <C>            <C>           <C>      <C>          <C>      

 UNIT PREP                              810.79         0       811         810.79           0        811            0        -811
 CONTINGENCY RESERVE                       .00     2,168    -2,168            .00       6,513     -6,513       26,025      26,025
 ELECTRICAL REPAIRS                     896.31         0       896         896.31       21500     -1,604        5,000       4,104
 HVAC CENTRAL SYSTEM                    684.12     5,000    -4,316         684.12      30,000    -29,316       50,000      49,316
 HVAC INDIVIDUAL UNI                       .00         0         0            .00           0          0       20,000      20,000
 PLUMBING REPAIRS                          .00     2,500    -2,500            .00       7,500     -7,500       30,000      30,000
 ELEVATOR CONTRACTS &                      .00     6,666    -6,666            .00      20,006    -20,006       80,000      80,000
 LANDSCAPING                               .00         0         0            .00       11250     -1,250        5,000       5,000
 PLASTERING & PAINTING                     .00     1,666    -1,666            .00       5,006     -5,006       20,000      20,000
 GARAGE REPAIRS                            .00         0         0            .00       2,500     -2,500        5,000       5,000
 FLOORING                                  .00         0         0            .00       3,750     -3,750       15,000      15,000
 GLAZING                                   .00         0         0            .00         625       -625        2,500       2,500
 FIRE PROTECTION                           .00         0         0         151.01       1,875     -1,724        7,500       7,349
 EXTERMINATING                             .00       500      -500            .00       1,500     -1,500        6,000       6,000
 COMPACTOR & CHUTE                      178.61         0       179         278.20         625       -347        2,500       2,222
 SIDEWALK                                  .00         0         0            .00       1,250     -1,250        2,500       2,500
 FACADE%ROOFING                            .00         0         0            .00           0          0        5,000       5,000
 MISC. CONSTRUCTION                        .00       833      -833            .00       2,503     -2,503       10,000      10,000
 CLEANING                                  .00     3,000    -3,000       1,034.33       9,000     -7,966       36,000      34,966
 
                                  ------------   -------  --------   ------------   ---------    -------   ----------   ---------
 TOTAL REPAIRS & MAINTE               5,683.71    25,874   -20,190       7,665.77     107,034    -99,368      370,525     362,859
                                  ------------   -------  --------   ------------   ---------    -------   ----------   ---------

                                  ------------   -------  --------   ------------   ---------    -------   ----------   ---------
 TOTAL OPERATING EXPEN            1,111,979.47   841,157   270,822   1,939,238.34   2,110,374   -171,136   10,145,552   8,206,314
                                  ------------   -------  --------   ------------   ---------    -------   ----------   ---------

 NET INCOME (LOSS)                  -98,481.60   190,448  -288,930     552,585.81     350,484    202,102    1,599,751   1,047,165
                                  ------------   -------  --------   ------------   ---------    -------   ----------   ---------


DISTRIBUTION
 DISTR. BLUECHIP NOTE                27,023.07         0    27,023      27,023.07           0     27,023            0     -27,023
 DISTRIBUTIONS BLUECHI               15,256.42    49,557   -34,301      44,153.38     115,633    -71,480      561,646     517,493
 DISTRIBUTIONS CADIM N               22,884.65    74,336   -51,451      66,230.09     173,203   -106,973      842,227     775,997
 DISTR, CADIM NY NOTE                40,443.61         0    40,444      40,443.61           0     40,444            0     -40,444
                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
 TOTAL DISTRIBUTION                 105,607.75   123,893   -18,285     177,850.15     288,836   -110,986    1,403,873   1,226,023

====================================================================================================================================
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

====================================================================================================================================
                                               ----------------------------------------                                    
- --- PREPARED FOR---                                      CS RITZ HOLDING, LP                          ---PREPARED BY---             
235 WEST 48TH  STREET                          STATEMENT OF OPERATING INCOME & EXPENSES               KNIGHTSBRIDGE MANAGEMENT, L.P.
NEW YORK, NY                   10036                  FOR PERIOD ENDED 2/28/97                       
                                               ----------------------------------------                                            
PAGE: A-   8                    
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
BLD ACCT: 174 CORP. NO.: 0                                                                                            FISCAL BEG:12
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                          
                                                                                                  
                                   -----------CURRENT MONTH------------------ YEAR TO DATE----------------ANNUAL BUDGET-------------
                                                                                                                       
                                                                                                  
                                   ----ACTUAL--- --BUDGET-- --VAR--  ---ACTUAL---   --BUDGET--   --VAR--   --TOTAL--   --REMAINING--
<S>                                <C>          <C>        <C>      <C>            <C>           <C>      <C>          <C>      

CAPITAL IMPROVEMENTS
 FURNITURE & FIXTURES                17,887.00         0    17,887      17,887.00           0     17,887            0     -17,887

                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
  TOTAL CAPITAL IMPROVEM             17,887.00         0    17,887      17,887.00           0     17,887            0     -17,887


                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
TOTAL EXPENSES                    1,235,474.22   965,050   270,424   2,134,975.49   2,399,210   -264,235   11,549,425   9,414,450
                                  ============   =======   =======   ============   =========    =======   ==========   =========



OTHER ITEMS(BALANCE SHEET CHANGES)
 RECEIVABLE FROM TENAN              223,569.21         0   223,569     271,829.35           0    271,829            0    -271,829
 ALLOW FOR TENANT RECE             -122,256.97         0  -122,257    -122,256.97           0   -122,257            0     122,257
 OTHER PREPAIDS                            .00         0         0       1,748.00           0      1,748            0      -1,748
 PREPAID EXPENSES                          .00         0         0      51,341.00           0     51,341            0     -51,341
 PREPAID REAL ESTATE T              -97,778.00         0   -97,778    -244,960.23           0   -244,960            0     244,960
 TENANTS SECURITY DEPO               -3,908.38         0    -3,908      38,058.66           0     38,059            0     -38,059
 GOOD FAITH DEPOSIT MT               10,000.00         0    10,000      10,000.00           0     10,000            0     -10,000
 ORGANIZATION COSTS                        .00         0         0       7,500.00           0      7,500            0      -7,500
 ACCUM DEPRECIATED BUI             -146,676.00         0  -146,676    -354,861.00           0   -354,861            0     354,861
 ACCRUED EXPENSES                  -238,532.14         0  -238,532    -187,489.66           0   -187,490            0     187,490
 INSURANCE FINANCING P              -19,028.00         0   -19,028     -12,504.86           0    -12,505            0      12,505
 PREPAID RENT                        33,670.35         0    33,670     367,945.76           0    367,946            0    -367,946
 DISABILITY WITHHELD                    -66.98         0       -67      -1,990.31           0     -1,990            0       1,990
 IRS EMPL LEVY                         -134.24         0      -134        -134.24           0       -134            0         134
 NET PAYROLL                          5,707.99         0     5,708        -317.23           0       -317            0         317
 TENANT'S SECURITY                    2,829.76         0     2,830     -39,137.28           0    -39,137            0      39,137
 DUE TO RITZ HOLDING                       .00         0         0     -45,252.80           0    -45,253            0      45,253
 ACCOUNTS PAYABLE                    47,601.98         0    47,602     -83,122.03           0    -83,122            0      83,122
 DEPRECIATION EXPENSE-              146,676.00         0   146,676     354,861.00           0    354,861            0    -354,861


                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
TOTAL OTHER ITEMS                  -158,325.42         0  -158,325      11,257.16           0     11,257            0     -11,257

 BEGINNING CASH BALANC              880,187.81         0   880,188     470,945.38           0    470,945            0    -470,945


                                  ------------   -------   -------   ------------   ---------    -------   ----------   ---------
 ENDING CASH BALANCE                816,536.88    66,555   749,982     816,536.88      61,648    754,889      195,878    -620,659
                                  ============   =======   =======   ============   =========    =======   ==========   =========

====================================================================================================================================

</TABLE>

<PAGE>


[LOGO]
KTR      Koeppel Tener Real Estate Services, Inc.
         Valuation Division                                   KTR FILE NO. 96146



                                  APPRAISAL OF
                                 THE RITZ PLAZA
                              235 WEST 48TH STREET
                               NEW YORK, NEW YORK


<PAGE>


[LOGO]   KTR Environmental Services, Inc.
KTR      575 Lexington Avenue, New York, NY 10022-6102
         212 906-9400 Fax 212 935-5935

   NEW YORK, NY                                                  August 16, 1996
LOS ANGELES, CA      Mr. Nicolas Rancourt
    CHICAGO, IL      Manager, Acquisitions
   PORTLAND, OR      CS Ritz Holdings, L.P.
ALBUQUERQUE, NM      Goodman Phillips Vineberg
     DALLAS, TX      430 Park Avenue - 10th Floor
   SOMERSET, NJ      New York, New York 10021

Re:  Ritz Plaza
     235-37 West 48th Street
     New York, New York

Dear Mr. Rancourt:

Pursuant to your request, we have performed an appraisal of the above referenced
property. Situated as noted, 235-37 West 48th Street (the Ritz Plaza), New York,
New York (the "subject property") is a 40-story plus basement multi-family
rental apartment building constructed in 1990 and comprising 479 apartments, a
multi-level garage (licensed capacity of 158 cars), 22,086 square feet of
commercial office space and a 2,932 square foot grade-level retail unit.
Additionally, the subject property contains approximately 3,000 square feet of
office area used as building management/rental office area. Amenities include a
fully-equipped health club, a roof-top sundeck and on-site valet service.

The building contains 493,367 square feet of gross building area, of which
469,267 square feet is estimated as the above-grade gross building area. The
rentable area allocated to the residential units is noted as 341,261 square
feet, not including the 976 square foot 2-bedroom superintendent's unit. The
residential component is encumbered by statutory leases offering certain
protections and rights to the tenancy. These rent regulations limit the
landlord's ability to raise residential rents and provide for indefinite rights
of renewal leases to the tenancy. These restrictions will terminate coincident
with the expiration of the applicable 421-a real estate tax exemption and
abatement program benefits. The 421-a program benefits reduce the real estate
tax liability for qualifying properties. These benefits are scheduled to be
phased-out by the July 2001 fiscal tax year. The incremental present value of
the real estate tax savings attributable to the remaining 421-a program benefits
has been estimated to be $3,300,000 of the value conclusion presented herein.

The commercial leaseholds are held by AT&T and the GSA, having expiration dates
during the 2000 calendar year. The retail unit is tenanted by a non-credit
restaurant, with an expiration date during 2010. The garage element is net
leased to an operator and also has an expiration date during 2010.

                                                                 (Continued ...)


<PAGE>


[LOGO]
KTR      Koeppel Tener Real Estate Services, Inc.
         Valuation Division                                  

Mr. Nicolas Rancourt                                             August 16, 1996
CS Ritz Holdings, L.P.                                                    Page 2

The purpose of the appraisal is the estimation of the current Market Value of
the Leased Fee Interest in the subject property. Additionally, the Market Value
of the Leased Fee Interest in the subject property assuming a sell-out of the
facility as condominium property has been estimated. These value estimates are
predicated on market conditions existing as of the date of inspection, August 1,
1996. Attached is our appraisal which describes our investigation and analyses,
together with Certification, Basic Assumptions and Limiting Conditions, upon
which we have based our opinions of value of The Ritz Plaza, 235 West 48th
Street, New York, New York.

Based upon our analysis of all the assembled data, it is our opinion that the
Market Value of the Leased Fee Interest in the subject property, free and clear
of financing, based on market conditions existing as of August 1, 1996 is:

               EIGHTY-SEVEN MILLION THREE HUNDRED THOUSAND DOLLARS
                                  ($87,300,000)

The indicated Market Value of the Leased Fee Interest of the subject property as
a multi-family rental investment property with consideration for a conversion to
condominium ownership and subsequent sell-out based on market conditions
existing as of August 1, 1996, is:

                EIGHTY-FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($84,600,000)

Without consideration for the 7.5% entrepreneurial incentive, the indicated
Investment Value of the Leased Fee Interest of the subject property as a
multi-family rental investment property with consideration for a conversion to
condominium ownership and subsequent sell-out based on market conditions
existing as of August 1, 1996, is:

                EIGHTY-NINE MILLION ONE HUNDRED THOUSAND DOLLARS
                                  ($89,100,000)

The preceding Market Value estimates assume a sale of the subject property after
a complete exposure to the influencing market at market-supported pricing
levels. Such

          Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


[LOGO]
KTR      Koeppel Tener Real Estate Services, Inc.
         Valuation Division                                  

Mr. Nicolas Rancourt                                             August 16, 1996
CS Ritz Holdings, L.P.                                                    Page 3

exposure would result in a marketing time of less than 1 year. The accompanying
appraisal report has been prepared in conformity with regulations imposed by the
Office of the Comptroller of the Currency (OCC); and Title XI of the Federal
Financial Institution Reform, Recovery and Enforcement Act of 1989 (FIRREA).

Please call upon us for any questions you may have regarding the appraisal, It
has been a pleasure to be of service to you. 

Very truly yours, 

KOEPPEL TENER REAL ESTATE SERVICES, INC.


    /s/ Martin B. Levine                       /s/ Steven J. Schleider
By: Martin B. Levine, MAI                  By: Steven J. Schleider, MAI
    Senior Vice President                      Vice President
    NY Certification #46000003834              NY Certification #46000016498


          Koeppel Tener Real Estate Services Inc., Valuation Division

<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                  Frontispiece


                                TABLE OF CONTENTS

Title Page
Letter of Transmittal
Table of Contents
Certificate of Value
Basic Assumptions and Limiting Conditions
Photograph of the Subject Property
Location Map

                 INTRODUCTION AND PREMISES OF THE APPRAISAL                 PAGE
Summary of Salient Facts and Conclusions .................................     1
Identification of Subject property .......................................     3
Purpose and Scope of the Appraisal .......................................     3
Definitions ..............................................................     4
Exposure and Marketing Period ............................................     5
History of Ownership .....................................................     7

                      DESCRIPTION AND PRESENTATION OF DATA
Area Economic Analysis ...................................................     8
Neighborhood Analysis ....................................................    16
Site Analysis ............................................................    21
Real Estate Tax Assessment and Analysis ..................................    25
Zoning Analysis ..........................................................    31
Description of the Improvements ..........................................    35
Residential Market Analysis ..............................................    43
Summary of Existing Leases ...............................................    77
Rental Income Analysis ...................................................    80

                        ANALYSIS OF DATA AND CONCLUSIONS
Highest and Best Use .....................................................    88
The Valuation Process ....................................................    91
The Income Capitalization Approach .......................................    94
The Sales Comparison Approach ............................................   120
Reconciliation and Final Estimate of Value ...............................   131
Condominium Sell-Out Valuation ...........................................   133

                                    ADDENDA
Photographs of the Subject Property
Description of Improved Property Sales Cited
Qualifications of the Appraisers
Letter of Engagement
Client-Provided Financial and Supporting Data


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                  Frontispiece

                            CERTIFICATE OF APPRAISAL

We, Martin B. Levine, MAI and Steven J. Schleider, MAI certify, that to the best
of our knowledge and belief:

The statements of fact contained in this report are true and correct.

The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions, and are our personal, unbiased
professional analyses, opinions and conclusions.

We have no present or prospective interest in the property that is the subject
of this report, and we have no personal interest or bias with respect to the
parties involved.

Our compensation is not contingent upon the reporting of a predetermined value
or direction in value that favors the cause of the client, the amount of value
estimate, the attainment of a stipulated result, or the occurrence of a
subsequent event.

Our analyses, opinions, and conclusions were developed, and this report has been
prepared, in conformity, with the Uniform Standards of Professional Appraisal
Practice.

This appraisal was not prepared in conjunction with a request for a specific
value or a value within a given range or predicated upon loan approval.

Mr. Martin B. Levine and Steven J. Schleider have made a personal inspection of
the subject property. Martin B. Levine, MAI and Steven J. Schleider, MAI have
extensive experience in the appraisal of similar properties.

We are aware and have complied with the FIRREA and any and all state laws and
regulations which apply to appraisals.

The Appraisal Institute conducts a program of continuing professional education
for its designated members. MAI and RM members who meet minimum standards of
this program are awarded periodic education certification. I, Martin B. Levine,
MAI, am not currently certified under the Appraisal Institute's voluntary
continuing education program. I, Steven J. Schleider, MAI, am currently
certified under the Appraisal institute's continuing education program.

Martin B. Levine has been duly certified to transact business as a Real Estate
General Appraiser (New York State certification #46000003834).

Steven J. Schleider has been duly certified to transact business as a Real
Estate General Appraiser (New York State certification #46000016498).

KOEPPEL TENER REAL ESTATE SERVICES, INC.


    /s/ Martin B. Levine                         /s/ Steven J. Schleider
By: Martin B. Levine MAI                     By: Steven J. Schleider, MAI
    Senior Vice President                        Vice President


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                  Frontispiece

                    BASIC ASSUMPTIONS AND LIMITING CONDITIONS

This appraisal report is subject to the following assumptions and limiting
conditions:

No responsibility is assumed for the legal description or for matters including
legal or title considerations. Title to the property is assumed to be good and
marketable unless otherwise stated.

The property is appraised free and clear of any or all liens or encumbrances
unless otherwise stated.

Responsible ownership and competent property management are assumed.

The information furnished by others is believed to be reliable. However, no
warranty is given for its accuracy. 

All engineering is assumed to be correct. The plot plans and illustrative
material in this report are included only to assist the reader in visualizing
the property.

It is assumed that there are no hidden or unapparent conditions of the property,
subsoil, or structures that render it more or less valuable. No responsibility
is assumed for such conditions or for arranging for engineering studies that may
be required to discover them.

It is assumed that there is full compliance with all applicable federal, state,
and local environmental regulations and laws unless noncompliance is stated,
defined, and considered in the appraisal report.

It is assumed that all applicable zoning and use regulations and restrictions
have been complied with, unless a nonconformity has been stated, defined, and
considered in the appraisal report.

It is assumed that all required licenses, certificates of occupancy, consents,
or other legislative or administrative authority from any local, state, or
national government or private entity or organization have been or can be
obtained or renewed for any use on which the value estimate contained in this
report is based.

It is assumed that the utilization of the land and improvements is within the
boundaries or property lines of the property described and that there is no
encroachment or trespass unless noted in the report.

The distribution, if any, of the total valuation in this report between land and
improvements applies only under the stated program of utilization. The separate
allocations for land and buildings must not be used in conjunction with any
other appraisal and are invalid if so used.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                  Frontispiece


              BASIC ASSUMPTIONS AND LIMITING CONDITIONS (Continued)


The appraiser, by reason of this appraisal, is not required to give further
consultation, testimony, or be in attendance in court with reference to the
property in question unless arrangements have been previously made.

Possession of this report, or a copy thereof, does not carry with it the right
of publication. Neither all nor any part of the contents of this report
(especially any conclusions as to value, the identity of the appraiser, or the
firm with which the appraiser is connected) shall be disseminated to the public
through advertising, public relations, news, sales, or other media without prior
written consent and approval of the appraisers.

Unless otherwise stated in this report, the existence of hazardous substances,
including without limitation asbestos, polychlorinated biphenyls, petroleum
leakage, or agricultural chemicals, which may or may not be present on the
property, or other environmental conditions, were not called to the attention of
nor did the appraiser become aware of such during the appraiser's inspection.
The appraiser has no knowledge of the existence of such materials on or in the
property unless otherwise stated. The appraiser, however, is not qualified to
test such substances or conditions. If the presence of such substances, such as
asbestos, urea formaldehyde foam insulation, or other hazardous substances or
environmental conditions, may affect the value of the property, the value is
predicated on the assumption that there is no such condition on or in the
property or in such proximity thereto that it would cause a loss in value. No
responsibility is assumed for any such conditions, nor for any expertise or
engineering knowledge required to discover them. The client is urged to retain
an expert in this field, if desired.

All values rendered within this report assume marketing times of twelve months
or less unless otherwise indicated,

The appraiser is authorized by the client to disclose all or any portion of this
report and the related data to appropriate representatives of the Appraisal
Institute, or other professional organizations of which the appraiser is a
member or affiliate, if such disclosure is required to enable the appraiser to
comply with bylaws and regulations of such organizations.

The Americans with Disabilities Act (ADA) became effective January 26, 1992. No
specific compliance survey and analysis of the property to determine whether or
not it is in conformity with the various detailed requirements of the ADA was
conducted. It is possible that a compliance survey of the subject property,
together, with a detailed analysis of the requirements of the ADA, could reveal
that the subject property is not in compliance with one or more of the
requirements of the act. If so, this could have a negative effect upon the value
of the subject property. Since we have no direct evidence relating to this
issue, we did not consider possible non-compliance with the requirements of ADA
in estimating the valuations contained herein.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                  Frontispiece





                                  LOCATION MAP

                               [GRAPHIC OMITTED]


                                    MID-TOWN
                                    MANHATTAN
                                  AND VICINITY



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                  Frontispiece


                               [GRAPHIC OMITTED]


                         PHOTOGRAPH OF SUBJECT PROPERTY


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 1


               SUMMARY OF SALIENT FACTS AND IMPORTANT CONCLUSIONS



Date of Value:                     August 1, 1996


Property Address:                  235 West 48th Street
                                   New York, New York


Description of Property:           A 40-story rental apartment building,
                                   constructed in 1990, with 24 studios, (333)
                                   1-bedroom apartments, (67) junior 1-bedroom
                                   units, (26) 2-bedroom apartments, (26)
                                   flexible 2-bedroom units and (3) 2-bedroom
                                   penthouse apartments. At the date of
                                   inspection, the subject property was 95.8%
                                   occupied, with 20 vacant apartments. The
                                   subject property is in excellent physical
                                   condition.

                                   The subject property also contains 22,086
                                   square feet of commercial office space, a
                                   2,932 square foot retail space, a 34,727
                                   square foot multi-level garage, and
                                   approximately 3,000 square feet of office
                                   space used as building management/rental
                                   office area. Amenities include a
                                   fully-equipped health club, a roof-top
                                   sundeck and on-site valet service.


Location:                          The subject property is located mid-block on
                                   the north side of West 48th Street between
                                   Broadway and Eighth Avenue, in the Theater
                                   District section of Manhattan.


Site Size:                         A rectangular lot containing 24,100 square
                                   feet of area.


Block/Lot:                         1020/5


Zoning:                            C6-4 and C6-5 Commercial District FAR 10.0
                                   exclusive of bonuses and 12.0 with bonuses.


Real Estate Assessment:            $23,463,000 (1996/97) The subject property is
                                   participating in the 421-a real estate tax
                                   abatement and exemption program.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 2


               SUMMARY OF SALIENT FACTS AND IMPORTANT CONCLUSIONS



Highest and Best Use               For multi-family rental investment property
    As Vacant:                     development and participating in the various
                                   economic incentive programs available as
                                   construction subsidies.


As improved:                       Continued use as a multi-family residential
                                   rental apartment property.


Interest Appraised:                Leased Fee Interest


VALUE CONCLUSIONS
Income Capitalization Approach:    $87,300,000
Sales Comparison Approach:         $87,800,000
Cost Approach:                     Not Applicable


FINAL CONCLUSION OF VALUE:         $87,300,000



CONDOMINIUM CONVERSION SCENARIO

Additionally, the Leased Fee Interest of the subject property, as if converted
to condominium ownership during the 2001/02 fiscal year upon the termination of
DHCR rent regulation of the residential apartments (coincident with the
expiration of the 421-a tax exemption and abatement program benefits), and
marketed as 478 residential apartments (plus the superintendent's unit), a
commercial condominium unit and a garage condominium unit based on market
conditions existing as of August 1, 1996, is:

                EIGHTY-FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($84,600,000)

Processing the net operating income from the conversion to condominium ownership
without consideration for the 7.5% entrepreneurial incentive, the indicated
Investment Value of the Leased Fee Interest of the subject property as a
multi-family rental investment property with consideration for a conversion to
condominium ownership and subsequent sell-out based on market conditions
existing as of August 1, 1996, is:

                EIGHTY-NINE MILLION ONE HUNDRED THOUSAND DOLLARS
                                  ($89,100,000)


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 3


                            PREMISES OF THE APPRAISAL

IDENTIFICATION OF THE SUBJECT PROPERTY

The subject property is located along the north side of West 48th Street between
Eighth Avenue and Broadway in the Theater District section of Manhattan in the
County of New York in the State of New York. According to public records and
owner-provided material, the subject property is a 40-story plus basement
479-unit multi-family apartment building plus office space, retail area and
garage components. Constructed in 1990 on a 24,100 square foot irregular-shaped
parcel, the improvements contain 493,367 square feet of gross building area, of
which 469,267 square feet is estimated as the above-grade building area.

The subject property is commonly referred to as:

                       The Ritz Plaza, New York, New York

The building, is further identified on the New York County tax maps as:

                                Block 1020, Lot 5

PURPOSE AND SCOPE OF THE APPRAISAL

The purpose of the appraisal is to render an opinion of the Market Value of the
Leased Fee Interest in the subject property as of the date of inspection, August
1, 1996. Additionally, the Market Value of the Leased Fee Interest as if
converted to condominium ownership and marketed as a Residential Unit,
Commercial Unit and Garage Unit has been developed. Two of the 3 traditional
methods have been employed in the valuation of the subject property.
Demographic, rental and sales data have been researched from the Manhattan
residential market and verified with local sources whenever possible. The report
is to be used by C. S. Ritz Holding, Inc. in conjunction with establishing the
value of the subject property for acquisition.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 4

                      PREMISES OF THE APPRAISAL (Continued)

DEFINITION OF MARKET VALUE

The purpose of the appraisal will be to estimate the Market Value of the land
and improvements.

Market Value is defined in section 225.62(f) of FIRREA as:

     ". . . the most probable price which a property should bring in a
     competitive and open market under all conditions requisite to a fair sale,
     the buyer and seller each acting prudently and knowledgeably, and assuming
     the price is not affected by undue stimulus. Implicit in this definition is
     the consummation of a sale as of a specified date and passing of title from
     seller to buyer under conditions whereby:

1.   buyer and seller are typically motivated;

2.   both parties are well informed or well advised, and acting in what they
     consider their own best interests;

3.   a reasonable time is allowed for exposure in the open market;

4.   payment is made in terms of cash in U.S. dollars or in terms of financial
     arrangements comparable thereto; and

5.   the price represents the normal consideration for the property sold
     unaffected by special or creative financing or sales concessions granted by
     anyone associated with the sale."

The appraiser should estimate the cash price that might be received upon
exposure to the open market for a reasonable time, considering the property type
and local market conditions. When a current sale is unlikely; i.e., when it is
unlikely that the sale can be completed within 12 months, the appraiser must
discount all cash flows generated by the property to obtain the estimate of
Market Value. These cash flows include, but are not limited to, those arising
from ownership, development, operation, and sale of the property. The discount
applied shall reflect the appraiser's judgement of what a prudent, knowledgeable
purchaser under no necessity to buy would be willing to pay to purchase the
property in a current sale.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 5

                      PREMISES OF THE APPRAISAL (Continued)

PROPERTY RIGHTS APPRAISED

LEASED FEE INTEREST

The subject property is appraised on the basis of a Leased Fee Estate
(Interest). Leased Fee Interest is defined in the Dictionary of Real Estate
Appraisal, Third Edition, Chicago, Illinois, Appraisal Institute, 1993, as:

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

EXPOSURE

Exposure is defined in the Dictionary of Real Estate Appraisal, Third Edition,
Chicago, Illinois, Appraisal Institute, 1993, as:

1.   The time a property remains on the market.

2.   The estimated length of time the property interest being appraised would
     have been offered on the market prior to the hypothetical consummation of a
     sale at market value on the effective date of the appraisal; a
     retrospective estimate based upon an analysis of past events assuming a
     competitive and open market. Exposure time is always presumed to occur
     prior to the effective date of the appraisal. The overall concept of
     reasonable exposure encompasses not only adequate, sufficient and
     reasonable time but also adequate, sufficient and reasonable effort.
     Exposure time is different for various types of real estate and value
     ranges and under various market conditions.

EXPOSURE AND MARKETING PERIOD

According to the previously defined definition of value, the property must be
allowed a reasonable time to be exposed in the open market to achieve the
appraised value. Historically, buyers and sellers


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 6

                      PREMISES OF THE APPRAISAL (Continued)

of commercial real estate have assumed a maximum 12 month period between
offering the property for sale and closing. Consequently, appraisers have valued
properties assuming their sale within 12 months. This marketing period is
appropriately longer for property that is to be sold piecemeal, such as
condominium units or subdivision lots. However, were such properties to be
valued in bulk, assuming their sale to a single investor, they too would be
priced to reflect a sale consummated within 12 months.

A review of Manhattan and surrounding markets transfer records suggests that the
volume of transactions is increasing, which confirms the presence of an active
investor market for most forms of commercial real estate. The subject property
is a well constructed multi-family apartment building which appears not to
require any substantial investment to maintain its income generating rental
investment. Market activity (the sales of 888 Eighth Avenue, 150 East 18th
Street and 303 East 83rd Street, as presented within the Sales Comparison
Approach section of this report) suggests that there is a demand for such
apartment properties and that conventional financing is available. Our appraisal
of the subject property reveals no factors that would reasonably suggest that
the subject property is not marketable. Accordingly, we believe, that if priced
appropriately (that is to say, the appraised value), the subject property could
sell with a reasonable period of time, which we consider to be 12 months. We
acknowledge that in appraising the property to sell within 12 months, we must
place most emphasis on the buyer's expectations and yield requirements.

The final conclusion of value is well supported by both the Income
Capitalization Approach and Sales Comparison Approach, clearly indicating that
the investment decisions relied upon in the appraisal are market oriented. This
further supports the notion that the property has indeed been appraised at a
value that could be accomplished within 12 months.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 7


                      PREMISES OF THE APPRAISAL (Continued)

HISTORY OF OWNERSHIP

According to public records, the current owner of the subject property is owned
S-C Associates LP. c/o Jason Carter, c/o Carter Realty Corporation, located at
235 48th Street, New York, New York, 10036. There have been no recorded
transfers since the completion of the site acquisition in 1987. The subject
property is currently under a contract of sale to CS Ritz Holdings, L.P., having
a mailing address c/o Goodman Phillips Vineberg, 430 Park Avenue, New York, New
York 10021. Neither the contract price nor terms were reported. The subject
property does not appear to have been subsequently transferred, nor are we aware
of any pending contracts of sale or options effecting the subject property
except as may be stated herein.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 8

                             AREA ECONOMIC ANALYSIS

REGIONAL OVERVIEW

The subject property is located in New York City, which is recognized as the
business and financial capital of the United States. In addition to its stature
as a financial center, New York City is a leading cultural center populated with
some of the world's finest universities, museums, medical centers, libraries,
theaters and music institutions. The more than 21 million tourists visit New
York City each year stay and shop at some of the world's most exquisite and
expensive hotels and stores.

New York City encompasses 321.8 square miles and is divided into 5 boroughs;
Manhattan, Queens, Brooklyn, Staten Island and The Bronx. Each borough is wholly
or part of an island, except The Bronx. The subject property is specifically
situated within the Borough of Manhattan, the smallest borough in terms of land
area.

New York City is actually broader in scope than its political boundaries. The
New York City Consolidated Metropolitan Statistical Area, as defined by the
United States Department of Commerce, includes 25 counties within the States of
New York, New Jersey and Connecticut. The regional map, on a following page
illustrates the metropolitan area. According to the 1990 U.S. Census figures,
the New York City C.M.S.A. has a population of 18,087,251 within a 7,659 square
mile area. This figure reflects a 3.1% increase since the 1980 census. A great
deal of this population commutes to New York City's employment centers.

The metropolitan area is served by three major international airports; JFK and
LaGuardia in the Borough of Queens and Newark Airport in Newark, New Jersey. All
three airports are proximate to major highways or interstates. Express bus
service to the airports is available from various points throughout the
metropolitan area.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                        Page 9

                       AREA ECONOMIC ANALYSIS (Continued)

Commuter rail service is provided by the Long Island Rail Road (LIRR), Metro
North, PATH and New Jersey Transit. Amtrak provides national passenger rail
service. The LIRR, Amtrak and N.J. Transit lines terminate in Penn Station at
Seventh Avenue and West 32nd Street on Manhattan's West Side. In addition, the
LIRR has a terminus at Atlantic and Flatbush Avenues in Downtown Brooklyn. Grand
Central Station, on East 42nd Street in Midtown Manhattan, is the terminus for
the Metro North line. The New York City Subway System, operated by the
Metropolitan Transit Authority (MTA), has almost 170 miles of track and 463
stations, which connects all of the boroughs except Staten Island. Direct ferry
service connects Staten Island with Manhattan. The MTA also provides bus service
throughout the five boroughs. Several private bus lines in the Tri-State area
offer express bus service to various points within Manhattan. The primary bus
terminus in Manhattan is the Port Authority Bus Terminal at Eighth Avenue and
West 40th Street, proximate to Times Square. This terminal provides national as
well as commuter service.

EMPLOYMENT OVERVIEW

New York City's employment base has historically enjoyed the distinction as an
international center of business, commerce, tourism and culture. The FIRE
(Finance, Insurance and Real Estate) and Services (including the professions of
legal, engineering services, consulting, tourism, recreation, health care,
computers and data processing) segments are its premier sources of "white
collar" employment.

The recession of 1990 impacted both the white collar and blue collar components
of the employment base. Between 1990 and 1993, "white collar" industries,
inclusive of the FIRE, Services and Government sectors, lost 27% (112, 1 00) of
the 420,000 new "white collar" jobs created between 1980 and 1989. Conversely,
over the same time period, the "blue collar" industries (construction,
manufacturing, transportation and trade sectors) reflected a long-term
structural decline in employment as 23% (326,100 jobs) of its employment base
as of 1980 (1,442,300 jobs) was lost.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 10

                       AREA ECONOMIC ANALYSIS (Continued)



                                  REGIONAL MAP

                               [GRAPHIC OMITTED]


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 11

                       AREA ECONOMIC ANALYSIS (Continued)

The New York metropolitan area economy is emerging from the 6th year of a
recessionary cycle. The current downturn was precipitated by the October 1987
stock market collapse and is generally considered to have commenced in early
1989, over one year prior to the national recession that began in July 1990. The
downturn which began in the first half of 1989 has erased about 70% of the
region's job expansion in the 1980s. According to the Bureau of Labor Statistics
(BLS), payroll employment within the 23-county New York-Northeastern New Jersey
region declined by 792,000 jobs to 7,370,000 jobs during 1992, the lowest level
in recent history. The average 1992 New York City unemployment rate stood at
10.8% (a 16-year high), versus 8.6% noted for the prior year.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                            AVERAGE ANNUAL UNEMPLOYMENT RATES
                                                 1984 through 1995 (as %)
- --------------------------------------------------------------------------------------------------------------------
Year                   1984    1985    1986    1987    1988    1989     1990    1991    1992    1993    1994    1995
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>
New York City           8.9     8.1     7.4     5.7     -        -       6.8     8.6     10.8    10.2    8.8     8.2

New York State          7.2     6.5     6.3     4.9     4.2      5.1     5.2     7.2      8.5     7.7    6.9     6.3

New Jersey              6.2     5.7     5.0     4.0     3.8      4.1     5.0     6.6      8.4     7.4    6.8     6.5

United States           -       -       -       -       -        -       5.5     6.9      7.2     6.8    6.1     5.6
- --------------------------------------------------------------------------------------------------------------------
Source:  Bureau of Labor Statistics, various releases for unadjusted data for 
         resident civilian non-institutional population; Compiled by KTR
</TABLE>

The civilian unemployment rate for September and October 1995 in New York City
was fairly steady at 8.0% and 8.2%, which reflected the 8.2% unemployment rate
noted for the corresponding 1994 period. The December 1995 unemployment rate of
7.9% reflected a slight erosion from the 7.8% rate noted for November 1995. The
unemployment rate increased to 8.6% for January 1996, suggesting that the recent
holiday season was impacted by the severe snow storms and building services
strike affecting, new York City. The cold weather continued to impact the local
job market as unemployment rates increased to 8.5% and 9.1% for February and
March, respectively. The employment picture appears to be improving as
unemployment rates for the city continued to


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 12

                       AREA ECONOMIC ANALYSIS (Continued)

decrease to 8.8% and 8.4% for April and May, respectively. The figures cited
reflect the newer methodology incorporating a broader population base
(accounting for the census undercount), which enhances disaggregation of the
population and utilizes computerized tabulation. The unemployment rates between
1994 and 1995 are directly comparable.

A review of the statistics provided by the U.S. Department of Labor, Bureau of
Labor Statistics indicate that New York City's 1994 total average employment
increased a modest 6.0% over 1993 levels, to 3,304,500 jobs. This represents the
first increase in employment since the recession began in 1989. The first
quarter 1996 figures suggest a continuation, albeit slowed, of these gains.

<TABLE>
<CAPTION>
                                             NEW YORK CITY'S EMPLOYMENT BASE COMPOSITION
                                                  AND EMPLOYMENT CHANGES SINCE 1980
- ------------------------------------------------------------------------------------------------------------------------------------
                         (As of 1st Qtr.)
Average for Year                     1996         1995          1994          1993       1992        1991         1990        1980
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>         <C>         <C>          <C>         <C>      
Construction                          89,200       89,600       89,100       86,100      86,583      98,000      114,900      76,800
Manufacturing                        263,200      273,000      280,600      288,800     293,058     307,600      337,500     495,700
Transportation & Utilities           204,100      203,600      201,500      203,400     205,358     219,900      229,100     257,000
Wholesale & Retail Trade             559,700      556,200      541,100      537,900     547,908     561,100      608,300     612,800
FIRE (a)                             469,200      474,100      480,200      471,600     477,217     497,200      519,500     448,100
Services                           1,213,000    1,180,100    1,146,600    1,115,800   1,091,083   1,098,000    1,149,300     894,300
Government                           532,800      541,500      565,400      579,700     583,958     590,900      607,600     516,900
                                   ---------    ---------    ---------    ---------   ---------   ---------    ---------   ---------

Total Employment                   3,336,200    3,318,100    3,304,500    3,283,300   3,285,165   3,372,700    3,566,200   3,301,500

Net Gain (Loss) Since 1980            34,700       16,600        3,000      (18,200)    (16,335)     71,200      264,700           -
Net Gain (Loss) Since 1980 as %         1.1%         1.1%         0.1%         -0.6%       -0.5%       2.2%         8.0%

Net Gain (Loss) Since 1990          (230,000)    (248,100)    (261,700)    (282,900)   (281,035)   (193,500)          -
Net Gain (Loss)  Since 1990 as %        -6.4%        -7.0%        -7.3%        -7.9%       -7.9%       -5.4%

Net Gain (Loss) Since 1993            52,900       34,800       21,200           -
Net Gain (Loss) Since 1993 as %         1.6%         1.1%         0.6%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Finance, Insurance and Real Estate.
Source: U.S. Department of Labor, Compiled by KTR


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 13

                       AREA ECONOMIC ANALYSIS (Continued)

The 1994 average employment in the FIRE sector demonstrated a modest increase of
8,600 jobs, or 1.8%, to 480,200 employed in 1994 from the average 1993 level.
This represents the first increase in this sector since the recession began in
1989. The 1995 through the 1st quarter 1996 FIRE figures illustrate a modest
decline, erasing some of the recent gain. The 1994 average employment for the
services sector illustrated a gain of 30,800 jobs over the 1993 average level.
Overall growth continued through the 1st quarter 1996 period, with an overall
increase of 66,400 jobs since the 1994 figure in this category.

The Construction and Wholesale & Retail Trade sectors also experienced increases
in jobs in 1994 over 1993 levels which continued through 1995. The initial
reporting for 1996 illustrates a slight give back of gains in the construction
sector, which may be rooted in the severe winter weather. Although the
government employee base continued to shrink, 1995 figures indicate that
manufacturing, Transportation & Utilities sectors reversed declines in average
employment noted through 1994. Overall 1st quarter 1996 figures exhibit a slight
softening of the 1995 Manufacturing sector gains.

CONCLUSIONS: Based upon recent employment trends, the New York metropolitan area
appears to be past the bottom of an economic cycle. In spite of continued job
growth, unemployment rates climbed during the initial part of 1996. This
suggests that in response to improved economic conditions people are re-entering
the workforce after a period of not actively seeking employment. Published
economic reports suggest that a recovery will continue and that the pace is
expected to be slow and gradual, in contrast to previous cycles in which
downturns were followed by periods of rapid growth.'

Although not necessarily a leading indicator, a positive signal has been
exhibited by the commercial real estate market which, according to various
surveys, has posted slight reductions in the available inventory of office
space. While leasing transactions in 1994 surpassed the levels achieved in 1993,


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 14

                       AREA ECONOMIC ANALYSIS (Continued)

the most recent indications are that 1995 leasing activity is less than in
1994., However, preliminary 1996 figures suggest an overall strengthening of the
commercial market.

POPULATION OVERVIEW

According to the 1990 Census, the city contains a population of 7,323,000,
representing a 3.6% increase since 1990. Current projections forecast very
modest population growth during the remainder of the 1990s. The 1980 figure of
7,071,000 was contested by the city government as an underestimate of the
population. The 1990 figure is also considered an under-estimate and is being
challenged by the city.

According to data provided by Urban Decisions Systems, Inc., a national service
providing demographic information based on census data, the population for New
York City is projected to continue its modest growth trend during the past
decade through the 1990s. Household size is very small (in relation to the
national average) and is projected to remain as such, suggesting that the growth
rate may actually increase demand for local housing.

CONCLUSIONS

The forecast for New York City's immediate economic future is guardedly
optimistic as job losses have appeared to stabilized. This has coincided with
the diminished pace of corporate consolidations and reorganizations, which
plagued the regional and local economies as business downsized. Additionally, an
unforeseen result of the city's economic decline has been an improvement in its
ability to effectively compete with the surrounding business centers. Reductions
in housing prices, payroll expense and commercial rental rates have assisted the
city's efforts to curb the loss of both residents and businesses.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 15

                       AREA ECONOMIC ANALYSIS (Continued)

Positive signs have been given by a steady, albeit gradual, reduction in the
unemployment rates and that posted rises in price indices have been nominal.
Growth in the FIRE and Services sectors, the traditional pool of consumers for
the city's upscale and luxury services, housing and amenities, would be heralded
as a further indicator of the emergence from the past recession.

Although numerous signals for upturns in the economy are present, the rate of
the recovery is not expected to match previous levels of post-recession growth.
The current situation is expected to continue well into the 1990s until such
time as the economy fully recovers.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 16

                              NEIGHBORHOOD ANALYSIS

The subject property consists of a 40-story residential apartment building
located mid-block on the north side of West 48th Street, between Broadway and
Eighth Avenue in the Theater District of Manhattan. The influencing subdistrict
is considered to contain the Times Square/Midtown West areas. The influencing
area is described as being bound by West 53rd Street to the north, West 42nd
Street to the south, Sixth Avenue to the east and Eighth Avenue to the west.

The Theater District is improved with numerous theaters situated on side streets
between Broadway and Eighth Avenue in the West 40s and lower West 50s, and
high-rise office buildings, with grade level retail located along Broadway. The
commercial development in the Times Square area is characterized as a
world-class tourist attraction, which tends to reduce the neighborhood's
residential appeal. Underscoring the commercial nature of the influencing
community, schooling facilities are typically special-purpose or vocational
high schools and facilities for grades K through 8 are virtually nonexistent.
The local commercial development is to the east of Eighth Avenue, with the
adjacent areas to the west of Eighth Avenue and to the north of the mid-West 50s
characterized as residential.

The Theater District is situated within Community District No. 5, a local
political zone. According to the "Community District Needs, Fiscal Year 1996
Manhattan", as published by The City of New York Office of Management and Budget
of the Department of City Planning, Community District No. 5 contains a total
land area of 16 square miles and a 1990 population of 43,507, up approximately
10% from the 39,543 population count noted for the 1980 Census. The 1994 land
use profile for Community District No, 5 is summarized in the following table.
Approximately 21% of the population is supplemented by some form of public
assistance.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 17

                        NEIGHBORHOOD ANALYSIS (Continued)

                            COMMUNITY DISTRICT NO. 5
                                LAND USE PROFILE

- --------------------------------------------------------------------------------
Land Use                                                  Lots           Percent
- --------------------------------------------------------------------------------
Residential:
  1-2 Family                                                66               0.7
  Condominiums                                           6,145              67.4
  Old Law Tenements                                         27               0.3
  Walk-ups                                                 131               1.4
  Elevator Apartments                                      213               2.3
Industrial                                                 755               8.3
Commercial                                               1,527              16.7
Vacant Land                                                 68               0.7
Other                                                      186               2.0
                                                         -----             -----
Total                                                    9,118             100.0
- --------------------------------------------------------------------------------
Source: "Community District Needs, Fiscal Year 1996 Manhattan"; Compiled by KTR

According to recent census information as presented within the 1996 Cole's
Directory, the subject property is located within Census Tract No. 125, which is
bound by Eighth Avenue to the west, Sixth Avenue to the east, West 50th Street
to the north and West 46th Street to the south. This tract is characterized as a
zone of low wealth, with a median age of 42 and a median household size of 1.4
persons with 1% of the total households as owner-occupied.

The area is serviced via MTA bus lines, which are available along the major
arteries and cross streets. Subway service is available on Broadway, Sixth,
Seventh and Eighth Avenues. The IND "C" and "E" subway trains have stations
located Eighth Avenue at West 50th and West 42nd Streets. The IND "A" subway
stop is also located on West 42nd Street and Eighth Avenue. The BMT "B", "D",
"E" and "F" trains on Broadway and Sixth Avenue, with stops at Sixth Avenue and
West 50th Street and


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 18

                        NEIGHBORHOOD ANALYSIS (Continued)

Times Square (West 42nd Street and Seventh Avenue.) In addition, the cross-town
shuttle, which connects the IND and BMT subway lines to IRT No. 4, 5 and 6
subways on the East Side of Manhattan is situated at West 42nd Street and
Seventh Avenue.

Local retail goods and services can be found along Eighth Avenue, with theaters
and restaurants situated along the cross streets. Commercial office space is
primarily located along Sixth and Seventh Avenues and Broadway, with residential
development situated west of Eighth Avenue. Hotels such as the Marriott Marquis
and the Holiday Inn Crowne Plaza, are also located in the area along Broadway.
In addition, numerous excellent restaurants are located in the area and along
"Restaurant Row" (West 46th Street between Eighth and Ninth Avenues).

The surrounding, land uses include a mix of residential buildings and hotels,
with office buildings located north and east of the subject property along
Broadway and Seventh Avenue. Most of the housing stock in the immediate
neighborhood is situated west of Eighth Avenue, consisting of turn-
of-the-century tenement houses.

Notable improvements in the vicinity include the construction of Worldwide
Plaza, a large mixed-use complex comprising the entire block bound by West 50th
and West 49th Street, from Eighth to Ninth Avenue and comprising a 49-story
office building and a 38-story residential tower with low-rise structures built
in 1989; the mid-1980s conversion of the Polyclinic Hospital at 355 West 50th
Street into below-market rate apartments; The Ellington, a 26-story apartment
building completed in 1987 at Eighth Avenue and West 52nd Street; The Marriott
Marquis hotel on Broadway between West 45th and 46th Streets, and, the Holiday
Inn Crowne Plaza hotel on Broadway between West 48th and 49th Streets.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 18

                        NEIGHBORHOOD ANALYSIS (Continued)



                                NEIGHBORHOOD MAP


                               [GRAPHIC OMITTED]


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 20

                        NEIGHBORHOOD ANALYSIS (Continued)

The subject property is located near to several cultural facilities and numerous
theaters, including the Winter Garden Theater, the Walter Kerr Theater, the
Ethel Barrymore Theater, the Imperial Theater, the Booth Theater, the Shubert
Theater, the Broadhurst Theater, the Majestic Theater, the St. James Theater,
the Neil Simon Theater and the Broadway Theater. Rockefeller Center, Carnegie
Hall and Radio City Music Hall are also within close proximity to the subject
property.

Overall, the subject property is surrounded by numerous tourist attractions
including theaters, hotels and retail establishments. The transient nature of
the surrounding commercial area is reflected in the character of the tenancies
in the subject property and the high turnover rate in residential buildings in
the area. While the neighborhood is conveniently located adjacent to the Midtown
office market, the Times Square area and the Theater District, the influencing
neighborhood is considered to be a secondary residential location due to its
close proximity to intense tourist-oriented commercial development.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 21

                                  SITE ANALYSIS

The subject property consists of a mid-block tax lot which is located on the
north side of West 48th Street between Broadway and Eighth Avenue. The subject
site is summarized as follows.

- --------------------------------------------------------------------------------
Address                Block/Lot    Dimensions                     Total Size
- --------------------------------------------------------------------------------
235 West 48th Street     102O/5     240 x 100 feet 5-1/2 inches    24,100 sq.ft.
- --------------------------------------------------------------------------------

The subject site is a rectangular-shaped parcel with 240 linear feet of frontage
on the north side of West 48th Street and a depth of approximately 100 feet, for
a total land area of 24,100 square feet. The topography of the site is level,
and no adverse subsoil or drainage conditions were observed at the time of
inspection.

West 48th Street is a one-way, eastbound artery providing, local traffic flow to
from Eighth Avenue to Broadway. Eighth Avenue is a major one-way northbound
corridor and Broadway is a major one-way southbound corridor. Local streets are
improved with curbs, pedestrian walks and storm drainage sewers. All municipal
utilities presently service the site and enter along the West 48th Street
frontage. Electric and gas are provided by Consolidated Edison; water and sewer
services are provided by the City of New York. Police and fire protection are
also provided by the city.

The area is commercial in character comprised of numerous theaters and mid-rise
hotels situated between Broadway and Eighth Avenue, and high-rise hotels located
along Broadway. Eighth Avenue is primarily characterized by 4- to 5-story
walk-up apartment buildings with grade level retail. Surrounding land uses
include the Coronet Theater and the Forest Hotel, located behind the subject
site to the north. The Walter Kerr Theater and the Holiday Inn Crown Plaza are
adjacent to the subject property to the east, the Longacre Theater located
across the street from the subject site to the south, and the Days Inn hotel is
situated on Eighth Avenue between West 48th and 49th Streets to the west.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 22

                            SITE ANALYSIS (Continued)

Public transportation in the immediate area is available BMT "N" "R" trains at
Seventh Avenue and West 48th street, the BMT "B" and "D" trains at Seventh
Avenue and West 50th Street, and the IND "F" train at Seventh Avenue and West
50th Street. Local shopping and services are available along Eighth Avenue
directly to the west of the subject property.

In conclusion, the subject site appears to be suitable for its current use as a
high-rise, high-density multi-family apartment building.

According to National Flood Insurance Program, established by the Federal
Emergency Management Agency (FEMA), the subject property is situated in a Zone
C, characterized as an area of minimal flooding, The property is specifically
located in the Flood Insurance Rate Map for the City of New York, New York,
(which covers the counties of the Bronx, Richmond, New York, Queens and Kings)
panel 31 of 131. The community panel number is 3 60497 0031 B, with an effective
date of November 16, 1983.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 23


                            SITE ANALYSIS (Continued)


                                    SITE MAP



                               [GRAPHIC OMITTED]


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 24

                            SITE ANALYSIS (Continued)


                                 FLOOD PLAIN MAP


                               [GRAPHIC OMITTED]


                                 FLOOD PLAIN MAP


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 25

                     REAL ESTATE TAX ASSESSMENT AND ANALYSIS

The subject property is identified on the tax maps for the City of New York as
Block 1020 Lot 5. The subject property is designated Class II property,
residential buildings having more than 11 units. Tax rates for the 1995/1996
tax year were $10.807 per $100.00 of assessed value, demonstrating a 2.4%
increase from the prior tax year's rate. The tax rates for the 1996/1997 tax
year are $11.056 per $100.00 of assessed value, demonstrating a 2.3% increase in
the tax rate. The following table illustrates the 1995/96 and 1996/97 assessed
values for the subject property.

<TABLE>
<CAPTION>
                                                THE RITZ PLAZA - 235 WEST 48TH STREET
                                                         ASSESSED VALUATIONS
- ------------------------------------------------------------------------------------------------------------------------------------
                 Transitional        Transitional        % (delta) from             Actual             Actual       % (delta) from
Tax Year                Land                Total         previous year               Land              Total        previous year
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                 <C>                         <C>           <C>               <C>                        <C> 
1995/1996         $4,230,000          $24,785,000                  0.97         $3,600,000        $23,445,000                -0.57
Change             ($630,000)         ($1,322,000)                                      $0            $90,000
1996/1997         $3,600,000          $23,463,000                 -3.46         $3,600,000        $23,535,000                 0.38
- ------------------------------------------------------------------------------------------------------------------------------------
Source: New York City Assessor's Office; Compiled by KTR
</TABLE>

New York City policy is to calculate the tax burden on the lower of the actual
or transitional assessments. A review of the transitional and actual assessed
values for the subject property reveals that the actual assessed value is lower
than the transitional assessed value. Applying the current tax rate, the
1996/1997 transitional total assessment yields a real estate tax burden of
$2,594,069, or $5.53 per square foot of above-grade building area. The tax
liability equates to 21.60% of the $11,985,892 stabilized effective gross income
as presented within the Income Capitalization Approach section. This ratio is
consistent with assessor's methodology which typically calculates the real
estate tax liability to equal about 21% of the effective gross income,
suggesting that the subject property is appropriately assessed.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 26

               REAL ESTATE TAX ASSESSMENT AND ANALYSIS (Continued)

To ascertain if this real estate tax liability is reasonable, the assessed
value, will be compared to other large multi-family properties in the
influencing market. The assessed value translates into an assessment of $47.56
per square foot of gross building area (based on the 493,367 square foot area).
As illustrated in the following table, this assessed value is supported by the
assessed value per square foot for the noted multi-family properties within the
influencing area.

                                 THE RITZ PLAZA
                     COMPARABLE REAL ESTATE TAX ASSESSMENTS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Address                                    1996/97 Assessment    1996/97 Assessment per Sq.Ft.
- ----------------------------------------------------------------------------------------------
<S>                                           <C>                         <C>   
The Ritz Plaza (Subject Property)             $23,463,000                 $47.56
The Strand (500 West 43rd Street)              $9,360,014                 $36.32
Riverbank West (560 West 43rd Street)         $14,715,000                 $37.89
Worldwide Plaza (393 West 49th Street)        $24,615,036                 $44.66
The Ellington (260 West 52nd Street)           $7,901,000                 $44.69
The Symphony House (235 West 56th Street)     $24,885,000                 $46.18
- ----------------------------------------------------------------------------------------------
Source: New York City tax assessor's office; Compiled by KTR
</TABLE>

The illustrated comparable assessed values range from $36.32 to $46.18 per
square foot of building area. As the retail, garage and commercial components of
Worldwide Plaza and the Symphony House have been separated from the residential
component via condominium plans, those assessed values cited are appropriately
lower than the assessed value for the subject property. Based on various value
influencing qualities (as discussed in the Residential Market Analysis section),
the assessed values for the other properties are appropriately lower than that
noted for the subject property. Based on the preceding discussion, the derived
real estate tax liability and assessed value will be adopted for the subsequent
analyses contained herein.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 26

               REAL ESTATE TAX ASSESSMENT AND ANALYSIS (Continued)

Additionally, the subject property is located within the Times Square Business
District, a local business improvement district ("BID"). The subject property is
also assessed and taxed by that organization. This BID tax is estimated to range
from about $30,000 to $35,000 per year, and is included within the miscellaneous
line item presented within the Income Capitalization Approach section of this
report.

421-a REAL ESTATE TAX EXEMPTION PROGRAM

The subject property was granted a 10-year New York City Section 421-a tax
exemption. These benefits began in the 1991/92 tax year. Section 421-a applies
to the construction of qualifying multiple dwellings on eligible sites which
were commenced on or after November 29, 1985 and before January 1, 1994, and
which are completed no later than December 31, 1995. Such multiple dwellings
shall be exempt from any increase in real estate taxation for local purposes,
other than assessments for local improvements, during construction and so long
as used for dwelling purposes, for a period not to exceed 10 years in the
aggregate after taxable status date immediately following the completion thereof

     "The exemption from taxation for local purposes consists of two (2) years
     of full exemption, followed by two (2) years of exemption from eighty (80%)
     percent of taxation, followed by two (2) years of exemption from sixty
     (60%) percent of such taxation, followed by two (2) years of exemption from
     forty (40%) percent of such taxation, followed by two (2) years of
     exemption from twenty (20%) percent of such taxation".

The owner is responsible for the real estate taxes based on the assessment of
the property prior to construction commencement, known as the "base year
assessment". Discussions with a representative of the Department of Finance,
Property Division, Exemptions Unit for the City of New York, the base year
assessment is $1,840,000 for the subject property.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 28

               REAL ESTATE TAX ASSESSMENT AND ANALYSIS (Continued)

The calculation of 421-a exemption benefit is conducted by subtracting the base
year assessment from the current assessment. If applicable, a percentage
allocation of the non-residential component is then subtracted from the
preceding figure to arrive at an amount of assessed value which is exempt from
taxation. Discussions with the Exemptions Unit indicated that this percentage
allocation does apply to the subject property and that 2.2% is the
non-residential component percentage deduction. The exempt amount is further
processed by applying the percentage of exemption allowed for that particular
year of participation.

Applying all appropriate 421-a guidelines, we have determined the taxable
assessment for 1996/1997 tax year is $10,804,374 for the subject property. Based
on the current tax rate of $11.056 per $100.00 of 421-a taxable assessed value,
the 1996/97 real estate tax liability is calculated to be $1,194,532, or $2.55
per square foot of above-grade building area. The following table summarizes the
material compiled from the tax assessor's office and the 1996/97 assessed value
for the subject property.

                      THE RITZ PLAZA - 235 WEST 48TH STREET
                           1996/97 TAXABLE ASSESSMENT

- --------------------------------------------------------------------------------
                                                                      1996/97
Land
Total Assessment                                                    $23,463,000
Base Assessment                                                       1,840,000
Exemption Amount                                                    $21,623,000
Non-residential Disqualifier                                                2.2%
Applicable Percentage                                                      97.8%
Adjusted for Non-residential Space                                  $21,147,294
Program Percentage                                                         60.0%
Net Exemption                                                       $12,688,376
Taxable Assessed Value                                              $10,774,624
Tax Rate                                                                 11.056%
R.E.Tax Liability                                                    $1,191,242
- --------------------------------------------------------------------------------
Source: Tax assessor's office; Compiled by KTR


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 29

               REAL ESTATE TAX ASSESSMENT AND ANALYSIS (Continued)

Generally, the newly constructed luxury residential facilities within the
influencing market are participating in the 421-a program. To ascertain the
value of the remaining 421-a benefits, a cash flow model utilizing the real
estate tax savings generated by the exemption program has been developed. The
resulting cash flows have been discounted to yield 10.5%, a rate that considered
the certainty of the program in light of our growth rate assumptions and is
supported by the indicated 10.0% to 12.5% range of IRRs presented in the Income
Capitalization Approach section of this report. The table presented on the
following page outlines the projected series of cash flows with the appropriate
discount factors.

Given the recent trends in tax rates and assessed values, and the remaining time
frame for the benefits, the model assumes an assessed value determined by an
assessor's method where the real estate tax liability is calculated to be 21.0%
of the effective gross income for each fiscal year. Capitalizing this implied
tax liability by the 11.056% tax rate equates to the respective assessed value
for each fiscal year period. The 421-a program guidelines are applied to the
forecasted assessed values. Based on the preceding discussion, the present worth
of the tax savings generated by the remaining 421-a tax exemption program is
rounded to $3,300,000 for the subject property.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


<TABLE>
<CAPTION>
                                                THE RITZ PLAZA - 235 WEST 48TH STREET
                                 PRESENT WORTH OF REMAINING 421-a REAL ESTATE TAX EXEMPTION BENEFITS

- ------------------------------------------------------------------------------------------------------------------------------------
Cash Flow Year                                                1                2                3                4                5
                                                        1996/97          1997/98          1998/99        1999/2000          2000/01
<S>                                                 <C>              <C>              <C>              <C>              <C>        
Land
Total Assessment                                    $23,463,000      $23,543,615      $24,391,892      $25,175,935      $25,845,088
Base Assessment                                      $1,840,000       $1,840,000       $1,840,000       $1,840,000       $1,840,000
Exemption Amount                                    $21,623,000      $21,703,615      $22,551,892      $23,335,935      $24,005,088
Non-residential Disqualifier                                2.2%             2.2%             2.2%             2.2%             2.2%
Applicable Percentage                                      97.8%            97.8%            97.8%            97.8%            97.8%
Adjusted for Non-residential Space                  $21,147,294      $21,226,136      $22,055,750      $22,822,544      $23,476,976
Program Percentage                                         60.0%            40.0%            40.0%            20.0%            20.0%
Net Exemption                                       $12,688,376       $8,490,454       $8,822,300       $4,564,509       $4,695,395
Taxable Assessed Value                              $10,774,624      $15,053,161      $15,569,592      $20,611,426      $21,149,693
Tax Rate                                                 11.056%          11.056%          11.056%          11.056%          11.056%
R.E.Tax Liability                                    $1,191,242       $1,664,277       $1,721,374       $2,278,799       $2,338,310


Non-program Tax                                      $2,517,026       $2,602,982       $2,696,768       $2,783,451       $2,857,433
Savings                                              $1,325,783         $938,705         $975,393         $504,652         $519,123
Discount Factor                                        0.900901         0.811622         0.731191         0.658731         0.593451
Present Value of Savings                             $1,194,399         $761,874         $713,199         $332,430         $308,074
PV of Remaining 421-a program benefits               $3,309,976
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Source: Computations by KTR
</TABLE>


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 31

                                 ZONING ANALYSIS

The subject site is located in the Special Theatre Sub-district Core in the
Special Midtown District and is specifically within a C6-4 and C6-5 General
Commercial District as designated by the New York City Department of Planning.
The C6-4 and C6-5 districts are a medium density commercial and residential
districts. Residential developments in these districts have an equivalent
density of a R-10 residential district.

The subject site has 240 linear feet of frontage along the north side of West
49th Street with a depth of 100 feet 5 inches, for a total site area of 24,100
square feet. Approximately 20 linear feet of frontage is within the C6-4
commercial zone, indicating 2,008 square feet attributable to the C64 commercial
zone. The remaining 22,092 square feet is within a C6-5 commercial zone.

SPECIAL THEATRE SUBDISTRICT

The Special Midtown District was established to guide all development within the
midtown central business district. The special district includes 3 areas of
special concern that are subject to additional regulations; (1) the Theatre
Sub-district, (2) the Preservation Sub-district and (3) the Fifth Avenue
Sub-district. The core of the Theatre Sub-district has the highest concentration
of legitimate theaters and entertainment related uses in Manhattan. The Theatre
Sub-district requires a City Planning Commission special permit for demolition
of an of the 44 legitimate theaters that are not designated as landmarks.

The Theatre Sub-district has special use and signage requirements in keeping
with the character of the area. Flexible development rights transfer provisions
were established to facilitate the preservation of landmark theaters. New
construction, above a certain size, in this subdistrict must reserve at least
5.0% of its floor space (not floor area ratio) for entertainment and theater
related uses.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 32

                           ZONING ANALYSIS (Continued)

PERMITTED USES

C6-4 and C6-5 districts are zoned for a wide range of high bulk commercial uses
requiring a central location. Most C6 districts are in Manhattan and provide for
corporate headquarters, large hotels, entertainment facilities, retail stores
and some residential development in mixed-use buildings.

DENSITY REQUIREMENTS

The dominant guidelines for zoning purposes is the Floor Area Ratio (FAR) which
controls bulk or building size. The FAR expresses the relationship between the
amount of gross floor area permitted in a building, and the area of the lot on
which the building stands.

The zoning requirements for these zoning district are summarized as follows:

- --------------------------------------------------------------------------------
C6-4 and C6-5 General Commercial District      Commercial        Residential
- --------------------------------------------------------------------------------
Maximum Floor Area (FAR)
without bonus                                    10.0                    10.0
with bonus                                       12.0                    12.0

Minimum Lot Area                                 None            1,700 sq.ft.

Minimum Lot Width                                None                 18 feet

Minimum Rear Yard Depth                          20 feet              30 feet

Minimum Front Yard Depth                         None                    None

Initial Setback Distance
 Narrow Street                                   15 feet              15 feet
 Wide Street                                     10 feet              10 feet

Maximum Height of Front Wall                     None            85 feet or 6
To Initial Setback                                                    stories
- --------------------------------------------------------------------------------
Source: Department of City Planning; Compiled by KTR

The subject site measures 24,100 square feet, suggesting a maximum "as of Eight"
development of 24 1,000 square feet for commercial and residential uses, without
bonuses and 289,200 square feet


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 33

                           ZONING ANALYSIS (Continued)

for commercial and residential uses inclusive of zoning bonuses. Additional air
rights were purchased from the Kerr and O'Neill Theaters prior to construction
of the subject property. These development rights totalled 180,000 square feet,
increasing the total buildable bulk to 421,000 usable square feet without
bonuses and approximately 469,000 zoning square feet with bonuses for
constructing an urban plaza. According to the floor area schedule (as presented
within the Addenda to this report), the subject property is currently improved
with an apartment building containing an estimated gross building area of
493,367 square feet. Deducting an amount of 24,100 square feet allocated to the
basement areas, an above-grade building area of 469,267 square feet is
indicated. Further deductions for mechanical areas and other zoning area
exclusions equates to a zoning area measurement of 438,434 square feet. The
zoning area figure represents 93.5% of its maximum allowable density with
bonuses. As such, the subject property represents a legal conforming use and
complying density.

<TABLE>
<CAPTION>
                          THE RITZ PLAZA - ZONING CALCULATIONS
- --------------------------------------------------------------------------------------
                      Lot Size (Sq.Ft.)             Floor Area Ratio     Building Area
- --------------------------------------------------------------------------------------
<S>                   <C>                                      <C>             <C>    
Subject Property Lot  approx. 24,100                           11.0            264,000

O'Neill Lot           approx. 9,500                            14.1            133,000

Kerr Lot              approx. 8,000                            11.1             88,000

Urban Plaza           approx. 6,600                            n/a              40,000 
                                                                               -------

Less:                 Existing Theater Buildings   approx.                      56,000
                                                                               -------

                      Total Allowable Floor Area   approx.                     469,000
- --------------------------------------------------------------------------------------
Source: Client-provided material, Compiled by KTR
</TABLE>


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 34


                           ZONING ANALYSIS (Continued)




                                   ZONING MAP



                               [GRAPHIC OMITTED]



          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 35

                         DESCRIPTION OF THE IMPROVEMENTS

The description of the existing improvements is based upon an inspection of the
property on August 1, 1996, by the staff of Koeppel Tener Real Estate Services,
Inc. and by data included within the client-provided material.

The subject property consists of a 40-story rental apartment building
constructed in 1990. The subject property contains a total of 493,367 square
feet of gross building area, with 469,267 square feet noted as above-grade
building area. The rentable area is allocated as 341,261 square feet of
residential area (not including the 976 square foot for the superintendent's
apartment), 22,086 square feet allocated to the 4th and 5th floor commercial
units, a 2,932 square foot grade-level retail component, a 34,727 square feet
multi-level garage and approximately 3,000 square feet utilized as
management/rental office space on the 3rd floor.

While the subject property is physically 40 stories in height, the building does
not have a 6th, 7th or 13th floor. The lower portion of the subject property is
improved with retail, office and a health club, occupying the first 5 floors of
the building. The residential portion of the building is from the 8th to the
43rd floor plus the penthouse level.

FACADE AND EXTERIOR: The subject property has a masonry facade, accented with 6
concrete columns in the front of the building. Fenestration in the residential
portion of the building consists of dual pane, single hung horizontal sliding
aluminum framed windows. Windows in the residential and commercial portions of
the building are generally rectangular, with the exception of 6 octagonal shaped
windows located on the second floor. Overall, the exterior of the subject
property is in excellent physical condition. Building personnel reported that
all Local Law 10 work is current.

STRUCTURAL SYSTEM: The subject property's foundation is poured reinforced
concrete with reinforced concrete columns on concrete footings. Load bearing
walls are brick with steel reinforced


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 36

                  DESCRIPTION OF THE IMPROVEMEENTS (Continued)

concrete joists and sub-flooring. The roof is of a rubberized membrane that is
built up with insulation and covered with aggregate. A portion of the roof is
protected by concrete pavers which form a sun deck covering the 3 penthouse
apartments and provide for a community sun deck. Parapet walls are of tan face
brick to match the building elevations, with coping of cast concrete.
Conversations with building personnel did not indicate problems with water
leakage. Additionally, no adverse drainage or ponding conditions were noted.

HEATING, VENTILATION AND AIR CONDITIONING: The building is heated by 2 oil-fired
boilers (buring either #4 or #6 fuel oil). The heating system generates steam
from the boilers which is distributed throughout the building by a series of
risers serving heating coils in incremental air conditioning units in each
apartment. Domestic hot water is generated by submersed coils within the
boilers. A 20,000-gallon capacity fuel oil storage tank, is located on site. New
vacuum pumps were recently installed to improve the overall efficiency of the
system by allowing for a lower-pressure steam.

Mechanical ventilation is via a series of ducts and registers connected to
roof-mounted exhaust fans. Natural ventilation for the apartments is conducted
by operable windows. Air conditioning is available to the commercial component
office tenants through a centralized system. A cooling tower located on the roof
condenses water which is then provided to individual units via a network of
ducts. The apartments are air conditioned by individual self-contained air
cooled incremental units located within the living areas.

ELEVATORS: The subject property has (4) 2,500 pound capacity passenger elevators
which provide access to all floors including the basement. An additional freight
elevator is located west of the passenger elevators. This 3,000 pound capacity
elevator appeared to be in good working condition at the time of inspection. In
addition, there is a separate 2,500 pound capacity elevator


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 37

                   DESCRIPTION OF THE IMPROVEMENTS (Continued)

which services office portion of the subject property providing access from the
basement to the 5th floor.

LOBBY: The main lobby is large with a double-hung painted sheet rock ceiling
with high hat incandescent lights, terrazzo floors and vinyl wall coverings and
paneled walls. The entrance to the lobby is well landscaped with access provided
by a revolving door and 2 aluminum frame glass doors on either side. Common area
features include a well-appointed elevator landing located in the rear of the
lobby. The lobby contains the doorman and concierge stations. Security and fire
alarm consoles are located at the concierge station. A service corridor is
located behind the concierge station, which provides access to the dry cleaners
and to the West 48th Street frontage to the west of the main lobby entrance.
These areas are in excellent physical condition.

COMMON AREAS: The common area and hallways are decorated with vinyl wall
covering, carpeted floors, wall sconces and acoustic tile dropped ceilings.
Stairways are improved with painted concrete walls and ceilings. The stairways
are improved with metal risers with concrete steps, illumination is provided by
ceiling mounted fluorescent lights. Overall, the common areas are attractive and
in excellent condition. A building-wide rehabilitation program addressing the
common area elements has been recently completed. Upgrades included new
efficient flourescent lighting and fixtures for the hallways, elevator cabs,
lobby redecorating and replacement of the building canopy.

APARTMENTS: Each apartment has hardwood parquet floors and base throughout the
living areas and halls. Walls and ceilings throughout the apartments are painted
sheetrock. The units have a typical 8-foot ceiling height. All apartments are
equipped with an intercom and intrusion alarm connected to the concierge desk.
The unit mix is illustrated in the table on the following page.


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 38

                   DESCRIPTION OF THE IMPROVEMENTS (Continued)

<TABLE>
<CAPTION>
                                          THE RITZ PLAZA
                                             UNIT MIX
- --------------------------------------------------------------------------------------------------------
                                                      Area Range        Typical size       Rentable Area
Category        No of Units.      as % of Total         (Sq.Ft.)          (Sq.Ft.)             (Sq.Ft.)
- --------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>         <C>                   <C>                <C>    
Studios                   24               5.0%        385 - 420             406                9,737
1-Bedrooms               400              83.5%        600 - 750             680              272,000
2-Bedrooms                55              11.5%      980 - 1,226           1,100               60,500
                         ---             -----                                                -------
                         479             100.0%                                               342.237
- --------------------------------------------------------------------------------------------------------
Area measurement includes the 976 square foot 2-bedroom superintendent apartments
Source: Client-provided material;  Compiled by KTR
</TABLE>

The subject property's apartments are segregated into 15 line types ranging from
"A" to "R", with no "I", "O" and "Q" apartment lines. According to the rent
roll provided by management the line types and corresponding square footage are
as follows:

                                 THE RITZ PLAZA
                              235 WEST 48TH STREET
                         SUMMARY OF APARTMENT LINE TYPES
- --------------------------------------------------------------------------------
    Apt Line Type      Floor     Ant. Type                    Square Footage
- --------------------------------------------------------------------------------
    A                   8-20      Studio                       400 - 419
                       21-43      Junior 4 (1)                 670 - 740
                          44      Penthouse (2)                    1,469
    
    B                   8-20      Studio                       383 - 400
                       21-30      Junior 4                     652 - 670
                       31-43      Flex 3 (3)               1,100 - 1,175
                          44      Penthouse                        1,523
    
    C                   8-20      Junior 4                     648 - 686
                       21-30      1-Bedroom                    670 - 719
                       31-43      2-Bedroom                  976 - 1,100
                          44      Penthouse                        1,185
    
    D                   8-43      1-Bedroom                    665 - 689
    
    E                   8-43      1-Bedroom                    662 - 670
    
    F                   8-43      1-Bedroom                    400 - 670
    
    G                   8-43      1-Bedroom                    662 - 670
    
    H                   8-30      1-Bedroom                    662 - 670
                       31-43      2-Bedroom                  980 - 1,100
- --------------------------------------------------------------------------------


          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 39

                   DESCRIPTION OF THE IMPROVEMENTS (Continued)

                                 THE RITZ PLAZA
                              235 WEST 48TH STREET
                         SUMMARY OF APARTMENT LINE TYPES
- --------------------------------------------------------------------------------
    Apt. Line Type      Floor     Apt. Type                 Square Footage
- --------------------------------------------------------------------------------
    J                   8-30      1-Bedroom                   655 - 670
                       31-43      Flex 3                    670 - 1,250
                      
    K                   8-43      1-Bedroom                   587 - 728
                      
    L                   8-20      1-Bedroom                   670 - 728
                       21-30      Junior 4                    670 - 751
                       31-43      1-Bedroom                   670 - 712
                      
    M                   8-20      Junior 4                          751
                       21-43      1-Bedroom                   589 - 711
                      
    N                   8-30      1-Bedroom                   589 - 712
                      
    P                   8-30      1-Bedroom                   670 - 712
                      
    R                   9-20      1-Bedroom                   670 - 712
- --------------------------------------------------------------------------------

(1)  Junior 4 units are considered to be large 1-bedroom apartments.
(2)  Penthouse units are large 2-bedroom apartments on the top floor.
(3)  Flex 3 units are considered to be large 2-bedroom apartments.
Source: S-C Associates, L P.; compiled by KTR


In total, there are 24 studios, (400) 1-bedroom apartments and (55) 2-bedroom
apartments.

The kitchens have ceramic tile floors with wood base and have laminate base and
wall cabinets. Counter tops are typically plastic laminate. Kitchens are
equipped with a dishwasher, refrigerator, microwave and 4-burner gas range. The
bathrooms have ceramic tile floor and wainscot, 3-mirrored medicine cabinets
with Hollywood style incandescent lights, enamel sink, bathtub/shower and
toilet. Ample closet space was noted for all of the unit designs, with larger
units offering walk-in closets.

According to client-provided material, the net rentable area attributed to the
478 residential units is 341,261 square feet, not including the 976 square foot
superintendent's unit. The rentable area suggests an average apartment of
approximately 714 square feet in size, based on the 478 apartment count. Based
on the 1,297.0 rooms comprising the 478 units, the average room count per
apartment


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 40


                   DESCRIPTION OF THE IMPROVEMENTS (Continued)


is 2.7 rooms and the rooms average approximately 263 square feet in size. Both
the average room count per apartment and average room size are considered to be
reflective of the luxury rental market. The overall apartment size, when coupled
with the unobstructed city and river views from many of the apartments, should
enable the subject property to effectively compete with buildings located within
the influencing and surrounding markets.

VIEWS: Views in the building vary according to specific location. Apartments
situated on the south and west sides of the building have unobstructed panoramic
views of Downtown and the Hudson River from above the 15th floor. Apartments
situated on the north side of the building above the 15th floor have
unobstructed views, with top floor apartments having excellent views north
towards Central Park. Apartments located on the easterly side of the subject
property have limited views, obstructed by the 46-story Holiday Inn Crown Plaza
hotel. Overall, apartments in the subject property have good to excellent views
of the Manhattan skyline and the Hudson River.

FIRE PROTECTION: The basement through the fifth floor have a wet sprinkler fire
system. Apartments and common areas have smoke detectors.

THIRD FLOOR LEVEL: The third floor level contains the bulk of the building,
amenities. Included on this floor are the laundry room, health club with pool
and locker facilities, and areas for tenant entertainment and recreation.
Additionally, the building's management and rental offices are located on the
third floor.

BASEMENT AND MECHANICAL AREAS: The basement of the subject property contains the
compactor room, personnel locker rooms, the superintendent's office, building
storage area, workshop and various building system rooms. Overall, the
fully-sprinklered basement is improved


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 41


                   DESCRIPTION OF THE IMPROVEMENTS (Continued)


with concrete block walls, concrete floors and ceilings, and is illuminated by
ceiling mounted fluorescent lights.

COMMERCIAL COMPONENT: The 2,932 square foot retail space and the 22,086 square
foot office space element comprise the commercial component. Both the retail and
office portion of the subject property are fully sprinklered. The retail space
is situated at grade level to the west of the main lobby entrance, and is
occupied by an Italian restaurant. The commercial office space is located on the
4th and 5th floors, with a separate commercial office entrance located to the
west of the main residential lobby entrance. This commercial entrance has dual
pane aluminum glass windows and door, vinyl tile floors, painted sheetrock walls
and acoustical dropped ceiling with ceiling mounted fluorescent lights. A
hydraulic-powered elevator is located in the rear of the lobby which provides
access to the basement through 5th floors of the building. The elevator has a 13
person, 2,500 pound capacity. A significant portion of the commercial space is
leased to the General Services Administration (GSA) for Social Security
Administration offices. According to information provided in the rent roll, the
Social Security Administration occupies part, of the 4th floor and the entire
5th floor. A division of AT&T occupies the balance of the 4th floor. Overall,
the commercial office space is considered to be good quality Class "B " office
space. Improvements include painted sheetrock walls, vinyl tile floors,
acoustical dropped ceilings with illumination provided by ceiling- mounted
fluorescent lights.

GARAGE COMPONENT: The 24-hour attended parking garage is accessible from a curb
cut alone, the West 48th Street frontage, to the east of the main residential
entrance. The 34,747 square foot fully-sprinklered garage has a 158-car licensed
capacity and provides ramp parking in the basement, first and second floors of
the subject property. This space is improved with painted concrete block walls,
concrete floors and ceilings, and ceiling mounted fluorescent lights.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 42


                   DESCRIPTION OF THE IMPROVEMENTS (Continued)


PHYSICAL DETERIORATION: The subject property was constructed in 1990. No
atypical physical deterioration was observed during our inspection of the
subject property.

FUNCTIONAL OBSOLESCENCE: Considering the subject property was constructed in
1990 and no functional obsolescence was observed in our inspection of the
subject property. Overall, the subject property provides functional residential
space which is competitive with similar luxury apartment buildings in the
market.

EXTERNAL OBSOLESCENCE: Based on the indicated return to the underlying land
position, as discussed on the Highest and Best Use section of this report, and
that the rent levels are commensurate with the prevailing market, as discussed
in the following sections, no economic 2.7 obsolescence was noted.

CONCLUSIONS

The subject property is in excellent physical condition and competitive within
its marketplace in terms of apartment size, condition and utility. The design
and utility of the improvements are considered to be functionally adequate and
competitive with other similar multi-family residential buildings. The subject
property appears to be well maintained and should remain competitive in its
respective marketplace.


          Koeppel Tener Real Estate Services. Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 43


                          RESIDENTIAL MARKET ANALYSIS


HOUSING MARKET STUDY AREA

From 1982 through 1988, the area of Manhattan below 96th Street to Battery Park
City from the Hudson River to the East River (Housing Market Study Area "HMSA")
experienced a huge rise in the Supply of both new and rehabilitated housing.
This was a result of New York City's 421-a real estate tax exemption program,
the strong demand for residential housing, rising personal income levels,
declining interest rates, and a strong local economy.

Although the majority of development within the HMSA was primarily localized
within the traditional neighborhoods of the East Side and the Upper West Side,
the construction of a major mixed-use community at the southern tip of Manhattan
was undertaken. This project is known as Battery Park City and includes numerous
office (the World Financial Center complex) and residential buildings, both
rental and condominium properties. Additionally, individual development projects
were constructed within the Chelsea, Greenwich Village, Tribeca, Midtown West
and the Flatiron neighborhoods in response to market conditions and available
sites. The developments within these last 3 areas converted declining
manufacturing districts into residential hubs, with the primary attraction
geared toward price and proximity to the employment centers.

From the early 1960s through 1982, new residential development was designed
primarily as rental apartments with approximately 2,000 new units added per
year. New units increased to 3,500 per annum as the economy began its recovery
from the 1981/82 recession coupled with the economic benefits of the 421-a
program.

In 1985, the city decided to curtail the 421-a program; however, preceding the
program's termination, real estate developers began construction of 28,179 new
residential units which were introduced between 1986 and 1988. In contrast, only
8,625 units were either newly constructed or under construction between 1989 and
1992. The components of the market driven construction include


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 44


                     RESIDENTIAL MARKET ANALYSIS (Continued)


standard middle-class design with limited amenities, luxury rental facilities
with amenities for young professionals, and super-luxury rentals for upper
income individuals not necessarily permanently residing in Manhattan. The most
probable tenants for the subject property will likely portray a mixture of
qualities from all 3 categories.

Due to the record supply of new construction, the Tax Reform Act of 1986, the
contraction of the financial services industry beginning with the 1987 stock
market crash and the scarcity of construction financing, the amount of planned
new construction has declined to the levels of the late 1970s and early 1980s.
New construction also diminished due to high land costs, time delays in the
approval process, and the scarcity of continuous parcels with avenue frontage
which were available for near term development. Furthermore, the traditional
means of obtaining financing have been virtually shut-off. As such, the start
and completion of many of those few market-oriented, non-subsidized projects as
originally envisioned is highly speculative.

APARTMENT MARKET

The New York, City residential apartment ownership market was considered to be
extremely "soft" during the early-1990s as a result of the decline in the
regional economy. The general middle- and lower-income market declined rapidly
during that time from historic highs achieved during the mid- to late-1980s and
sales velocity fell dramatically. While a specific degree of depreciation is
difficult to quantify, a figure in the range of 20% to 30% is generally
perceived and is supported by the findings within published reports.

The sales volume and pricing of condominium and cooperative units has begun to
stabilize following that rapid decline from the previous years. A compilation of
Manhattan sales encompassing the broad spectrum of low-end to high-end apartment
residences is found within "The Corcoran Report". This semiannual survey tracks
market particulars and is utilized by many market professionals. The report


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 45


                     RESIDENTIAL MARKET ANALYSIS (Continued)


cites average prices for cooperatives and condominiums sold to non-insiders in
Manhattan fell approximately 27% between 1988 and 1992, however, the
upper-priced market appears to have weathered the regional recession better than
the lower tiers. The overall rate of depreciation has stemmed as average prices
illustrate a -1% drop from 1990 through 1994, with the mid-year 1995 level
slightly exceeding that noted for 1990. Prices appear to have stabilized and
marked a slight 2% growth between 1992 and 1994 levels, which continued into
1995. Buyer profiles for mid-year 1995 indicated an average net worth of
S1,723,994 and an average income of $329,728.

                     "THE CORCORAN REPORT - MID-YEAR 1995"
                AVERAGE CO-OPERATIVE/CONDOMINIUM PRICE PER ROOM
- --------------------------------------------------------------------------------
                                                                    Average
                    Average         Percentage        Total          Annual
                     Sales            Change        Percentage     Percentage
                     Price          from Prior        Change         Change
         Year       per Room          Period        Since 1981     Since 1981
- --------------------------------------------------------------------------------
         1981       561,500              --              --            --
                                                                 
         1982        55,050           -10.5%          -10.5%        -10.5%
                                                                 
         1983        66,130            20.1%            7.5%          3.8%
                                                                 
         1984        86,630            31.0%           40.9%         13.6%
                                                                 
         1985        92,950             7.3%           51.1%         12.8%
                                                                 
         1986        98,527             6.0%           60.2%         12.0%
                                                                 
         1987       110,055            11.7%           79.0%         13.2%
                                                                 
         1988       118,990             8.1%           93.5%         13.4%
                                                                 
         1989       108,040            -9.2%           75.7%          9.5%
                                                                 
         1990        89,349           -17.3%           45.3%          5.0%
                                                                 
         1991        86,311            -3.4%           40.3%          3.7%
                                                                 
         1992        86,742             0.5%           41.0%          3.6%
                                                                 
         1993        83,646            -3.6%           36.0%          3.6%
                                                                 
         1994        88,391             5.7%           43.7%          3.4%
                                                                 
Mid-Year 1995        89,717             1.5%          45.9%           3.3%
- --------------------------------------------------------------------------------

     Source: "The Corcoran report Mid Year 1995" Compiled by KTR


Although not considered to be leading indicators, the report cited the total
number of apartments available for sale as of mid-year 1995 (14,860) decreased
by 8,972 from the 1990 level. This is due to the lack of newly constructed
inventory and an increasing volume of sales. In support of the


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 46


                     RESIDENTIAL MARKET ANALYSIS (Continued)


apparent tightening for-sale market is that search times have recently decreased
by 1.6 months to 4.6 months, with a slight decrease in the number of apartments
viewed before a purchase decision is made.

The sale of apartments occupied by tenants not opting to subscribe to the
conversion plan (also known as unsold occupied units or unsold shares) had
traditionally been offered by converters to investors for about 60% to 80% of
their value as if they had been vacant. The primary source of cash flow from
occupied apartment investments is sales revenues of vacant apartments resulting
from tenant attrition. With actual apartment prices below the original
expectations held by converters at the time of conversion, cash flow
projections from sales revenues had not been met. Additionally, the obligatory
cost of ownership often was not off-set by slowed sales revenues. Holders of an
sold shares are responsible for maintenance payments to the apartment
corporation as well as repairs to apartment interiors and management expenses.
These expenses are typically greater than the income derived from the regulated
rents collected from the tenants.

As total cash flow from this form of investment is the difference between net
sales revenues plus rental income and operating expenses (including maintenance
charges), these investors have been structuring to meet payment of coop
maintenance and, if applicable, development loans. With the past decline in the
residential market, cooperative ownership in real estate had been particularly
hard hit with the negative perception relating to the increasing number of
cooperative projects in default and the number of sponsors who have filed
bankruptcy. Over the past 2 years, most of these situations have been favorably
resolved either by a foreclosure and reconveyance to a financially-sound
investor specializing in such transactions, or by some form of joint venture
between the sponsor (and/or the mortgage of the unsold shares) and the
cooperative corporation.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 47


                     RESIDENTIAL MARKET ANALYSIS (Continued)


Mortgage loan rates for individual buyers are near their lowest levels since the
early 1980s. Banks have been generally unwilling to underwrite loans to
individual cooperative and condominium units when 40% or more of the total units
are not occupied by tenant-owners. In response to the changing market conditions
and realities, the secondary Federal mortgage market instituted new,
requirements. Although "Freddie Mac" requires that 61 % of the units be sold
prior to their making a loan, "Fannie Mae: reduced its requirement to 51% before
it would take a loan. With many sponsors strapped for cash and unable to offer
sponsor financing, this has served to relieve pressure on the sponsor's
development loan lender, which had been forced to provide end-loan financing to
the purchasers of units.

The limited end-loan market and the rash of sponsor defaults caused a demand for
rental housing as uncertainty in the for-sale market disrupted the mobility of
apartment owners; potential purchasers typically were not willing to invest in a
cooperative form of ownership. Declining prices and the enhanced risk levels
associated with potential financial insolvency of the apartment, corporations
reoriented these apartments to the rental pool as owners, pressed for larger
homes or relocation, opted to lease their apartments rather than sell in what
was perceived to be a temporarily depressed market. The ever-present demand for
housing within the better neighborhoods of Manhattan fueled the rental market as
sales activity waned.

According to industry reports and numerous published articles, the rental market
south of 96th Street in Manhattan has demonstrated surprising strength, enhanced
by the signs of regional recovery and the improving apartment for-sale market.
The latter has tended to increase rental rates as the available apartment
inventory has been reduced from the prior years. According to industry reports
and numerous published articles, the rental market south of 96th Street in
Manhattan has demonstrated surprising strength, enhanced by the signs of
regional recovery and the improving apartment for-sale market. The latter has
tended to increase rental rates as the available apartment


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 48


                     RESIDENTIAL MARKET ANALYSIS (Continued)


inventory has been reduced from the prior years. Data presented by Feathered
Nest, Inc., an established and well-regarded residential broker within
Manhattan, indicates that average rental pricing for the HMSA has risen for the
3rd consecutive year. Their rental report for the year ending 1995 ("FNRR ")
illustrates historical overall average monthly rents for the various sub-markets
within the HMSA. Rent levels are presented by category of apartment by status
(both rent regulated units and market-rate units).

Overall, rental pricing within the HMSA increased by 12.1% over the 1994
year-end levels. East Side rental prince increased 15.7% for the period, while
West Side units exhibited a more modest 3.9% increase in overall rental pricing
from 1994 levels. The difference in the growth rates appears to be based upon
the modest rent increases noted for studio and 1-bedroom units within the West
Side relative to the gains in rents for those within the East Side. Overall
studio and 1-bedroom 1995 pricing levels (West and East Side rents) appear to
be at parity, and the sample used for the survey illustrates a 3 to 5 ratio of
West Side rentals to East Side rentals. This rental activity suggests a greater
demand for the limited supply of East Side rentals. Additionally , rental
pricing for studio and 1-bedroom units within the West Side may be impacted by
the recent introduction of the 1,000-unit West End Towers (which, based on the
sample size, was apparently not included in the FNRR survey).

Considering rental pricing by unit category, the most significant increases were
noted for 1-bedroom and 3-bedroom units (9. 8% and 13.4% increases,
respectively, from 1994 year-end figures). These growth rates Contrast that
noted for the studio units, which increased by 3.4% from 1994 year-end figures.
Overall average rental pricing for the 2-bedroom units rose by 7.7% from the
1994 year-end figures. These increases exceed the rate of increase from the
year-end 1993 to year-end 1994 figures, with non-regulated rents (that is to
say, market driven) demonstrating the greatest rate of increase overall.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 49


                     RESIDENTIAL MARKET ANALYSIS (Continued)


An analysis of "for rent" listings indicates that the 5-year period from 1989
through 1994 illustrated a steady decline in newly available inventory, since
the peak in 1990, from 17,498 to 8,804 apartments. These figures greatly exceed
new construction activity (as discussed in a following section) and include
existing condominium and cooperative apartments, which currently comprise about
50% of the supply of rental apartments in the HMSA. The newly available
inventory figure for 1995 was not presented in the FNRR.

The "Feathered Nest Report - Mid-Year 1996 " indicates that, overall, rental
rates for the study area south of 96th Street for apartments within doorman
buildings have increased by an annualized 11.9% over the year-end 1995
reporting period. However, there was significant slippage in the pricing for
apartments within non-doorman buildings. When applied to the entire inventory
employed in the FNRR, the noted decline effectively, counters the overall rate
of increase in rents for buildings offering a superior level of service.
However, the counter movement in rental pricing for doorman and non-doorman
rental Facilities may reflect the trends in household formations for the HMSA as
the rate of increase in the lower-income cohorts is lower than for the middle-
to upper-income households. This may impact the ability to raise rents at the
non-doorman (i.e. less expensive) properties as affordability becomes an issue.
Inasmuch as the newly developed and proposed construction within the HMSA are
anticipated to offer doorman and market-oriented services, most emphasis will be
placed on the rental pricing averages for the doorman-provided buildings.

POPULATION: According to data compiled by Urban Decisions Systems, Inc. (UDS)
the HMSA contains a 1990 census residential population of 81,05,347 persons
residing within 542,682 housing units. Households numbered 490,594, with an
average size of 1.75 persons, and families numbered 171,983, with an average
size of 2.73 members. Both of these size figures are well below their respective
national averages. Additionally, the vast majority of the households contain 1
person.


          Koeppel Tener Real Estate Services. Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 50


                     RESIDENTIAL MARKET ANALYSIS (Continued)


Recent UDS material based on data on the Housing New York City 1993 ("HNYC"), a
report published in 1995 by the New York City Department of Housing Preservation
and Development ("HUD"), illustrates the number of households for the HMSA
decreased by 3,329 to 487,265, or by -0.7% by the beginning of 1996. This
indicates that household growth was static at about -0.1% per year from the data
collection for the 1990 census count and the 1993 data collection for the HNYC
trended to 1996. Additionally, the estimated population count exhibits an
increase to 916,366, or 21,019 persons, representing a 2.33% gain from the 1990
census figure for the 6-year period. Population projections to 2001 indicate a
further growth to 931,711, representing a 1.7% gain for the upcoming 5-year
period. This reflects a population growth rate almost 2 times that forecasted
for New York City, overall, through 2001. The methodology employed in the HNYC
survey and sampling techniques are detailed within the HNYC and UDS- provided
material are construed to be consistent with accepted practice.

The UDS provided 1996 estimated income characteristics of the population for the
HMSA indicate that the average household income of $91,658 ($50,403 median
income) is well above the national average. The average family income level of
$135,914 ($70,158 median income) is similarly positioned. The percentage of
household and family annual incomes in excess of $150,000 (census annual income
levels are top-coded at $150,000) are 13.0% and 22.8%, respectively, suggesting
a high level of affluence relative to the city, region and nation.

The relative affluence of the HMSA's population may be attributed to the higher
levels of education attained (for those 25 years or older, more than 71% have at
least some college with about 54% having at least a bachelor's degree), the
higher levels of white collar professionals (84% of the population) and the
below average rate of unemployment as compared to the city, region and nation.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 51


                     RESIDENTIAL MARKET ANALYSIS (Continued)


Of the 542,682 housing units identified (1990 census count) for the HMSA in the
UDS report, 20.7% are owner-occupied and 69.7% renter-occupied. Total vacancies
numbered 52,089, or 9.6% of the total housing units. Vacancies, for reasons
other than marketing periods (for sale or rent) or occasional use, number 16,263
units, or 3.0% of the total housing units. UDS-provided monthly residential rent
figures indicate that 22.7% of the HMSA contract rents were in excess of $1,000
per month, the top-coded amount for this category in 1990. This higher level of
rent is attributed to 84,827 units, or about 22% of the total HMSA rental
housing stock. Compared with available city-wide data on vacancy rates and
residential rents, this suggests that occupancy levels and monthly rents for the
HMSA are among the highest in the city.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

<TABLE>
<CAPTION>
                                         RESIDENTIAL CONSTRUCTION ACTIVITY - [ILLEGIBLE]
- -------------------------------------------------------------------------------------------------------------------------------
Sub-Market                            Area                                        Units  Type                Completion Date
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                          <C>                            <C>
East Side                             East 59th to East 96th Street
Under Construction
400 East 84th Street                  Related Companies                             181  80/20 Rental             1996
300 East 64th Street                  Trevor Davis                                  100  Rental                   1996
201 East 80th Street                  Eichner Properties                            121  Condominium              1997
306 East 72nd Street                  Jack Parker                                    98  Condominium              1996
186 East 76th Street                  Brodsky Organization                          127  Condominium              1997
1187 First Avenue                     Macklowe Organization                          60  Rental                   1997
                                                                                    687  Total Units
                                                                                    305  Market Rentals

Proposed
345 East 87th Street                  General Atlantic Realty                        68  Rental                   1998
345 East 94th Street                  Harold Fetner                                 220  80/20 Rental             1998
1st Avenue at East 61st Street        Millennium Partners                           600  Rental                   1999
                                                                                    888  Total Units
                                                                                    844  Market Rentals

West Side                             W. 59th to W. 96th Streets
Under Construction
1965 Broadway                         Millennium Partners                           315  Rental                   1996
15 Columbus Circle                    Trump International                           333  Condominium              1997
W. 59th and Columbus Avenue           Brodsky Organization                          722  80/20 Rental             1997
                                                                                  1,370  Total Units
                                                                                    893  Market Rentals

Proposed
831 Amsterdam Avenue                  Related Companies                             275  80/20 Rental             1997
160 West 86th Street                  Koeppel & Koeppel                              67  Condominium              1997
Riverside South                       Trump Organization                          1,615  80/20 Rental             1996
West 64th Street at WEA               ABC/Capital Cities                            937  Rental                    N/A
                                                                                  2,894  Total Units
                                                                                  2,449  Market Rentals

Midtown Manhattan                     14th Street to 59th Street
Under Construction
356 West 34th Street (YMCA)           Charlil 34th LLC (Sloane House)               266  Rental                   1996
1st Avenue at 28th Street             Macklowe Organization                         105  80/20 Rental             1998
                                                                                    371  Total Units
                                                                                    350  Market Rentals

Proposed
520 West 43rd Street                  Gotham Organization                           374  80/20 Rental             1998
11th Avenue at West 41st Street       Silverstein Properties                        921  80/20 Rental             1998
West 55th Street/Broadway             Zeckendorf Company                            275  80/20 Rental              N/A
West 49th/50 Street 8th Ave.          Resnick and Sons                              250  80/20 Rental             1998
1st Avenue at East 38th Street        Eichner Properties                            300  Rental                    N/A
6th Avenue - Center Six sites         Adell Family                                  850  80/20 Rental              N/A
6th Avenue at W. 23rd Street          Manchurian                                    300  Undecided                 N/A
160 West 24th Street                  Lazar                                         100  Rental                   1998
2nd Avenue at 29th Street             Kalikow Organization                          240  80/20 Rental             1998
                                                                                  3,610  Total Units
                                                                                  2,728  Market Rentals


Lower Manhattan                       14th Street and south
Under Construction
Union Square South                    Related Properties                            178  80/20 Rental             1998
21 Astor Place                        Astor Restoration                              71  Condominium              1996
61-68 East Houston Street             Zucker Organization                           194  Rental                   1996
2nd Avenue at East 6th Street         Hudson Companies                               86  80/20 Rental             1996
100 Jane Street                       Rockrose Development                          148  80/20 Rental             1997
25 Broad Street                       Crescent Heights                              345  Rental                   1997
Battery Park City - North             Battery Park City Authority                   150  Rental                   1997
                                                                                  1,172  Total Units
                                                                                  1,018  Market Rentals


Proposed
Battery Park City - North 21A         Rockrose Development                          365  80/20 Rental             1999
Battery Park City - North 20A         Related Properties                            425  80/20 Rental             1999
Battery Park City - North 20B         Gotham Organization                           240  80/20 Rental             1998
21 West Street                        Crescent Heights                              230  Rental                   1998
71 Broadway                           Confidential                                  243  Rental                   1998
127 John Street                       Rockrose Development                          558  Rental                   1999
45 Wall Street                        Confidential                                  440  Rental                   1999
99 John Street                        Confidential                                  424  Rental                    N/A
80 John Street                        Confidential                                  147  Rental                   1999
                                                                                  3,072  Total Units
                                                                                  2,865  Market Rentals

                                      Grand Totals                               14,064  Total Units
                                                                                 11,452  Market Rentals
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Field survey, Compiled by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 53


                    RESIDENTIAL MARKET ANALYSIS (Continued)


RESIDENTIAL CONSTRUCTION (SUPPLY)

The table presented on the preceding page illustrates the anticipated level of
residential construction for those projects with more than 50 units scheduled
for the HMSA. The summary includes developments currently under construction, as
well as those in the planning stage and/or proposed projects considered to have
a high probability of preceding. Although there are other sites, their potential
development is considered to be highly speculative. As such, they have not been
included

                ANNUAL DELIVERY OF RESIDENTIAL UNITS TO THE HMSA

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                          1996     1997     1998     1999     2000*    2001*    Totals
- ---------------------------------------------------------------------------------------
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>   
Total Residential Units   1,311    2,348    4,784    2,535    1,543    1,543    14,064

Market Rental Units       1,089    1,471    3,955    2,377    1,281    1,281    11,452
- ---------------------------------------------------------------------------------------
</TABLE>

* Projects designated with an N/A delivery date are assumed to be completed by
2000
Source: Computations by KTR

The summary of anticipated supply averages 2,344 units per year for the 6-year
period. This increase in housing, stock is significantly lower than that noted
during the "boom" years of the early- to mid-1980s. A review of the recent
history of residential developments for the HMSA indicates that 21,896
residential units were completed from 1988 through 1992, revealing an average
growth rate of 4,379 units per year. The figures indicate that the delivery of
units peaked in 1990 with 6,189 completions, and rapidly declined to 2,250 and
2,574 units delivered for 1991 and 1992, respectively. Completions of post-1992
residential units through 1995 within the HMSA are considerably lower, clearly
demonstrating the falloff in recent residential construction.

RESIDENTIAL DEMAND ANALYSIS

Based upon the preceding discussions and growth rate projections contained
within the HVR and UDS data, a model estimating demand for housing within the
HMSA can be developed. The table presented on the following page employs the HVR
and UDS household figures and estimated current number of households. The
household growth indicated by the UDS projection equates to an average


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 54


                     RESIDENTIAL MARKET ANALYSIS (Continued)


growth rate of 0.23% per year from the 1995 estimate to the year 2000 estimate.
The household size is expected to remain constant at its present low level.

Based on the tenant profile analysis (presented later within this section), the
potential universe of tenants for the subject property's units will exhibit
household incomes in excess of $60,000 per year. The UDS data shows that 164,176
households, or 33.5% of the HMSA households had incomes in excess of S60,000 per
year in 1990, with the number and ratio increasing to 206,601 households, or
42.4% and 257,860 households, or 53.3% for the 1996 and 2001 year estimates.
Additionally, the data illustrates that overall average household income will
grow by 5.8% per year from 1996 through the year 2001, with the number of
households with incomes in excess of $100,000 per year exhibiting a 7.7% annual
rate of increase. This clearly suggests a higher formation rate of more affluent
households relative to the total household base.

Tempering the UDS-provided 5.0% projected rate of rising household incomes to
reflect a 2.5% average annual growth in affluent households ($60,000+ per year),
the forecast suggests that 34,220 new affluent households will be formed from
1996 through 2001 (averaging approximately 5,703 affluent household formations
per year). Assuming that the current ratio of 70% renters to 20% owners of
occupied dwellings (not including frictional vacancy of approximately 10%) is
realigned to 60% renters and 30% owners over the 6-year period (reflecting the
strengthening for-sale market), a projected formation of 20,531 new affluent
rental households with annual incomes in excess of $60,000 is suggested for the
HMSA by the year 2001. This equates to an average annual formation of 3,422
rental households with incomes in excess of $60,000 per year.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>


The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 55

                     RESIDENTIAL MARKET ANALYSIS (Continued)

                            HOUSING MARKET STUDY AREA
                   UDS-PROVIDED DEMOGRAPHIC DATA AND FORECASTS

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                1990 Census                   1996 Estimate                       2001 Projection
<S>        <C>                                    <C>              <C>           <C>             <C>            <C>            <C>  
POPULATION                                        895,347                        916,366                       931,711
     In Group Quarters                             35,383                         37,468                        40,136

PER CAPITA INCOME                                $538,484                       $ 49,057                      $ 61,097
     Aggregate Income ($Mil)                     34,456.1                       44,953.7                      56,924.5

HOUSEHOLDS                                        490,594              %         487,265             %         483,890             %
By Income
     Less than $5,000                              27,440           5.6%          23,788          4.9%          18,130          3.7%
     $5,000-$9,999                                 38,834           7.9%          29,497          6.1%          21,497          4.4%
     $10,000-$14,999                               28,269           5.8%          25,082          5.1%          23,423          4.8%
     $15,000-$19,999                               27,609           5.6%          20,999          4.3%          15,545          3.2%
     $20,000-$24,999                               30,476           6.2%          18,335          3.8%          14,453          3.0%
     $25,000-$29,999                               31,360           6.4%          24,133          5.0%          15,166          3.1%
     $30,000-$34,999                               31,007           6.3%          34,013          7.0%          16,369          3.4%
     $35,000-$39.999                               28,243           5.8%          24,380          5.0%          25,690          5.3%
     $40,000-$49,999                               46,403           9.5%          41,849          8.6%          43,867          9.1%
     $50,000-$59,999                               36,687           7.5%          38,589          7.9%          31,889          6.6%
     $60,000-$74,999                               39,128           8.0%          43,278          8.9%          47,515          9.8%
     $75,000-$99,999                               39,039           8.0%          51,000         10.5%          55,080         11.4%
     $100,000-$124,999                             25,391           5.2%          29,115          6.0%          41,948          8.7%
     $125,000-$149,000                             14,172           2.9%          19,887          4.1%          22,926          4.7%
     $150,000 +                                    46,446           9.5%          63,321         13.0%          90,391         18.7%
     
     $20,000 to $40,000                           121,086          24.7%         100,861         20.7%          71,678         14.8%
     $40,000 to $60,000                            83,090          16.9%          80,438         16.5%          75,756         15.7%
     < $60,000                                    326,328          66.5%         280,665         57.6%         226,031         46.7%
     Affluent Households
     $60,000-$150,000+                            164,176          33.5%         206,601         42.4%         257,860         53.3%
     $75,000-$150,000+                            125,048          25.5%         163,323         33.5%         210,345         43.5%
     $100,000-$150,000+                            86,009          17.5%         112,323         23.1%         155,265         32.1%

Median Household Income                           $40,312                        $50,403                       $65,024

Average Household Income                          $70,734                        $91,658                       $116,880

- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

Source: LTDS, Inc.; Compiled by KTR






          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 56


                     RESIDENTIAL MARKET ANALYSIS (Continued)


                              HOUSING DEMAND MODEL
                 HOUSEHOLD FORMATIONS: HOUSING MARKET STUDY AREA
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Year (Beginning of Period)                       1990       1996       1997       1999       1999       2000       2001      Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>
No. Households                                 490,594    487,265    486,590    485,916    485,243    484,571    483,890

Affluent Households as % of total                33.5%      42.4%      43.5%      44.7%      45.9%      47.1%      48.3%

$60,000 + per year income Households                      206,601    211,766    217,060    222,486    228,049    233,750

New Affluent Household Formation per Year                   7,071      5,165      5,294      5,426      5,562      5,701     34,220

Affluent Household Formations as Renter (60%)               4,242      3,099      3,176      3,256      3,337      3,421     20,531

Affluent Household Formations as Owner (30%)                2,121      1,550      1,588      1,628      1,669      1,710     10,266
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Rate of Affluent Households is tempered from the UDS-provided 5.0%
  annualized factor (1996 - 2001) by 50.0% to a 2.5% annualized rate of
  growth
Source: UDS-provided data; Calculations by  KTR


The housing inventory constructed since 1980 was market driven and, as such,
attracted the new household formations created during the 1990s through 1993.
This appears to be supported given the high occupancy rates at these facilities
(typically in excess of 93%). Although a softening of the for-sale market served
to increase the rental apartment inventory, these units were leased at market
driven rent levels. Supporting this observation is the nominal attrition and
vacancy rate in rent stabilized apartments, which typically have regulated rents
significantly below market rates. As the tenancy within those regulated
apartments is essentially static, the absorption demonstrated at the properties
surveyed is considered to be attributable to new household formations in the
sub-market. Based on the tenant profile analysis, the new household formation is
considered to reflect the more affluent portions of the sub-market population.

The properties cited in our market rent survey were constructed, or introduced,
post-1980 and are considered to be representative of the luxury and super-luxury
housing stock typical to the HMSA. The high rates of absorption and the low
vacancy rate suggests an equilibrium between this newly constructed supply and
the demand generated by the formation of households at the upper end of the
income range. However, based on the projected household growth rates, a severe
shortage of market rate rental apartments will occur in the HMSA. As discussed,
approximately 3,422 affluent renter household formations are projected for each
year through 2001, indicating a demand for 20,531


           Koeppel Tener Real Estate Services, Inc. Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 57


                     RESIDENTIAL MARKET ANALYSIS (Continued)


market rate rental units. The subject property's 147 market rate rental units
represent 0.7% of this growth in rental demand at a 95% occupancy level.
However, if the actual population, income and household formation growth rates
exceed the conservative forecast growth rates employed herein, a greater
shortage of market-rate units will occur.

                    HMSA: RESIDUAL DEMAND FOR RENTAL HOUSING
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Annual Delivery of Residential Units to the HMSA
 HMSA                                            1996      1997       1998       1999       2000*      2001*     Total
<S>                                            <C>       <C>        <C>        <C>         <C>        <C>       <C>   
Total Residential Units                         1,311     2,348      4,784      2,535       1,543      1,543    14,064
Market Rental Units                             1,089     1,471      3,955      2,377       1,281      1,281    11,452
95% Occupancy                                   1,034     1,397      3,757      2,258       1,216      1,216    10,880

<CAPTION>
Increase in Affluent Renter Households
HMSA                                             1996      1997       1998       1999       2000*      2001*    Totals
<S>                                            <C>       <C>        <C>        <C>         <C>        <C>       <C>   
Annual Growth ($60,000+ Households)             4,242     3,099      3,176      3,256       3,337      3,421    20,531

Residential Unit Demand
Oversupply,  (Unsatisfied Demand)              (3,208)   (4.910)    (4,328)    (5,326)     (7.447)    (9.651)   (9,651)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Projects designated with an N/A delivery as to are assumed to be completed
  by 2000
 Source: Computations by KTR

The summary of development projects for HMSA anticipates delivery of 11,452
market-rate apartments by the year 2001. Based on achieving a 95% occupancy,
this suggests a potential unsatisfied demand of approximately 9,651 market-rate
rental units as of year-end 2001. However, if the actual population, income and
household formation growth rates exceed the conservative forecast growth rates
employed herein, a greater shortage of market-rate units will occur.

Although growth projections assume sufficient housing opportunity, any shortage
of market rate rental property projected for the sub-market may divert the
affluent rental household formation to other areas. However, an analysis of the
projected new development considered to offer a competitive choice to this
affluent-population indicates similar shortages throughout the HMSA. This


          Koeppel Tener Real Estate Services, Inc.. Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 58


                     RESIDENTIAL MARKET ANALYSIS (Continued)


is supported by the recent absorption of 100 units at 100 Jane Street during the
initial 5 weeks of marketing. This 148-unit multi-family non-doorman building is
participating in an HFA-type 80/20 rental program where 20% of the units are set
aside for lower- and moderate-income tenants. Nonetheless, the absorption of
approximately 75% of the 118 market-rate units within the first month of
promotion at average rents reportedly ranging from $30.00 to $32.00 per square
foot of apartment area underscores the current tight rental environment.

The harbinger of the strengthening rental market was illustrated by the
absorption of 265 units at Tribeca Tower during the initial 3.5 months of
marketing in the early -1994, with the balance of 87 units absorbed at increased
prices over 2.5 months. This 440-unit facility, a failed condominium project
just north of the Downtown CBD, is marketed as a luxury rental in an area deemed
to be greatly inferior to the more established neighborhoods within the HMSA.
Nonetheless, the average absorption of 59 units per month, or 17% of the market
rate apartments (88 units are reserved for lower-income tenants), at rents
averaging slightly in excess of $30 per square foot appears to be exceptional
and may be reflective of the enhanced shortage of market rate rental apartments
throughout the HMSA. The 352 market-rate units were absorbed in a 6-month
period.

The Brittany , at 1775 York Avenue, exhibited  a similar pace of market-rate
unit absorption. Built as an 80/20 facility at the corner of York Avenue and
East 92nd Street, the development shares a block with 2 large-scale lower-income
housing projects administered by the New York City Housing Authority. The unit
mix at the Brittany consists of 1- and 2-bedroom apartments, many of which have
sweeping' views of the East River. The approximately 95% of the 217 market-rate
units were absorbed within the initial 7-month marketing period commencing
October 1994, suggesting an average absorption rate of 14% per month, or about
30 apartments per month at rents averaging $34 per square foot. As of June 1995,
all but 1 model apartment had been rented.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 59


                     RESIDENTIAL MARKET ANALYSIS (Continued)


Additionally, the Brodsky Organization's West End Towers experienced a rapid
absorption of its units. Located on the periphery of the Upper West Side at West
End Avenue from West 61 to West 64th Streets, this newly constructed 1,000-unit
complex is contained within twin 38-story towers rising from a 22-story base was
introduced into the market in late-1994. The initial 198 apartments within the
South Building, were rented within a 6-month period, with 95% of the 273 units
comprising the City Tower reportedly leased within a 3-month period. Absorption
rates are indicated to range from 17% to 31% per month, with overall rental
rates reportedly averaging around $31 per square foot. This large-scale
development includes landscaped plazas, convenient shopping, jitney bus to
Lincoln Center and its transportation hub, on-site parking and an amenity
package typical to full-service luxury residential properties. The units are of
standard design, but with a generally higher level of finish. Additionally, most
units have sweeping Hudson River and/or open city views.

As such, any shortage of market rate rental facilities is anticipated to push
rents higher throughout the HMSA generally, and specifically within the more
established sub-markets. Based on the preceding discussions, the forecasted
near-term demand for housing opportunities within the HMSA is anticipated to
support the positioning of the subject property as rental product. Additionally,
the lack of proposed product for the HMSA post-1998 may translate into a
continued enhanced demand for the subject property's units.

RESIDENTIAL MARKET RENT ANALYSIS

In order to determine the Market Rent potential for the subject property's
apartments, a survey of the immediate community was undertaken. The table
presented on a following page is a summary of recent rentals in residential
developments offering a competitive choice within the influencing market. Our
analysis focused on location, age, quality of construction and finish, layout,
and amenities.


          Koeppel Tener Real Estate Services, Inc., valuation Division

<PAGE>


<TABLE>
<CAPTION>

                                                  THE RITZ PLAZA

                              RECENT LEASING ACTIVITY - COMPETITIVE RENTAL FACILITIES




=================================================================================================================
                                                           Typical       Monthly Rent       Annualized per Sq,Ft.

Building                 Built Type      Apartment     Area (Sq. Ft)    Low       High         Low     High     
=================================================================================================================
<S>                     <C>              <C>                <C>       <C>        <C>         <C>      <C>       
Ritz Plaza              1990   Rental    Studio                 400   $1,275     $1,850      $38.04   $40.50 
235 West 48th Street                     1-Bedroom              660   $1,625     $3,095      $27.08   $55.43                     
479 Units - 41 stories                   2-Bedroom            1,075   $2,698     $3,067      $30.00   $34.00
 .                                                                                           Average   $33.00                    
                                                                                                                        
                                                                                                                            
                                                                                                                
The Strand               1989  Condo     Studio                 400   $1,200     $1,300      $36.00   $39.00    
500 West 43rd Street                     1-Bedroom              650   $1,500     $1,700      $27.69   $31.38    
311 Units - 41 stories                   Jr. 2-Bedroom          825   $1,800     $2,000      $26.18   $29.09    
                                         2-Bedroom            1,100   $2,700     $2,800      $29.45   $30.55
                                                                                            Average   $32.00

Riverbank West          1987   Rental    Studio                 400   $1,250     $1,525      $37.50   $45.75    
560 West 43rd Street                     Jr. 1-Bedroom          530   $1,550     $2,300      $35.09   $52.08    
418 Units - 43 stories                   1-Bedroom              700   $1,825     $2,220      $31.29   $38.06    
                                         2-Bedroom            1,046   $2,790     $3,600      $32.01   $41.30
                                                                                            Average   $35.00

Worldwide Plaza          1988  Condo     Studio                 450   $1,250     $1,400      $33.33   $37.33    
393 West 49th Street                     1-Bedroom              636   $1,620     $1,825      $30.57   $34.43    
654 Units - 39 stories                   2-Bedroom            1,109   $2,550     $2,950      $27.59   $31.92    
                                                                                            Average   $33.00    


The Ellington           1989   Rental    Studio                 525   $1,395     $1,496      $31.89   $34.19    
260 West 52nd Street                     1-Bedroom              703     avg.     $1,800        avg.   $30.51    
217 Units - 29 stories                   2-Bedroom              918   $2,100     $2,600      $27.45   $33.99    
                                                                                            Average   $31.00


SymphonyHouse           1987   Rental    Studio                 475   $1,200     $1,650      $30.32   $41.68    
235 West 56th Street                     1-Bedroom              625   $1,850     $2,500      $35.52   $48.00    
480 Units - 41 stories                   2-Bedroom            1,100   $2,700     $4,000      $29.45   $43.64    
                                                                                            Average   $36.00    

 Range w/o Subject                       Minimum                400   $1,250 per.mo.         $27.45 per Sq. Ft.
Property                                 Maximum              1,109   $4,000 per mo.         $52.08 per Sq. Ft.
=================================================================================================================
<CAPTION>


=================================================================================================================
Building                      Comments
=================================================================================================================
<S>                           <C>       
Ritz Plaza                    Reflects recent stabilized rent levels excluding 421-a        
235 West 48th Street          additional rent. Amenities include health club w/pool 
479 Units - 41 stories        (extra fee) and balcs for most units.
                            
                               
                              

The Strand                    Reflects market-oriented rents for a pool of approx. 65
500 West 43rd Street          investor units. Bldg. amenities include 24-hr doorman, 
311 Units - 41 stories        health club w/pool and balcs for most units.
                             
                             

Riverbank West                Reflects recent stabilized rent levels including 421-a 
560 West 43rd Street          additional rent. Amenities include health club w/pool
418 Units - 43 stories        (extra fee) and balcs for most units.  
                             
                             

Worldwide Plaza               Reflects market-oriented rents for a pool of approx. 280 
393 West 49th Street          investor units.  Bldg. amenities include 24-hour doorman, 
654 Units - 39 stories        landscaped courtyard, health club w/pool and balcs 
                              for most units.    


The Ellington                 Reflects recent stabilized and market rent levels for this 
260 West 52nd Street          luxury rental facility. Amenities include health club, 
217 Units - 29 stories        w/pool and balcs for most units.
                             


Symphony House                Reflects recent stabilized and market rent levels for this  
235 West 56th Street          luxury rental facility. Amenities include health club
480 Units - 41 stories        w/pool and balconies for most units.
                              
=================================================================================================================

</TABLE>


Source: Field survey of managing agents, rental offices and broker records;
Compiled by KTR



<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 61


                     RESIDENTIAL MARKET ANALYSIS (Continued)


The survey encompasses those properties considered to offer a competitive choice
in the luxury and super-luxury apartment market and includes buildings
constructed as rental properties and those units rented at market level within
condominium developments.

The primary competitive residential projects in the subject property's
influencing area are (1) River Bank West, (2) The Strand, (3) Worldwide Plaza
(4) The Ellington and (5) the Symphony House. All of these residential complexes
were constructed in the mid- to late-1980s and offer a competitive choice to the
subject property. Each of the comparable projects are discussed in detail as
follows:


THE RITZ PLAZA: The RITZ Plaza was constructed in 1990 by Jason Carter. Located
mid-block on the north side of West 48th Street between Broadway and Eighth
Avenue, this 41 story mixed-use building, contains 479 rental apartments, a
154-car garage, grade-level retail and commercial office space on the lower
floors. The property is located within the Theater District and is conveniently
located to the Midtown Manhattan employment center. The unit mix is dominated by
smaller, single-occupancy apartments with 11.5% of the apartments as 2-bedroom
units. The building appears to be well staffed, its own security personnel,
concierge and doormen. The health club has a full complement of free weights,
weight machines, exercise and aerobic equipment and a swimming pool.

The apartments are finished with parquet floor covering in the living and
bedroom and vinyl floor covering in the kitchens. The kitchens are well
furnished with a full compliment of appliances and have white European-style
cabinets, stainless steel sink and ceiling mounted florescent lights. The
bathrooms are improved with ceramic tile floor and wainscot, 3-mirrored medicine
cabinets with Hollywood-style incandescent lights, enamel sink, bathtub/shower
and toilet. Ample closet were available in all of the units, with larger units
offering walk-in closets. All units have intrusion alarm systems, are pre-wired
for telephone and cable and have intercoms to the lobby concierge station. Many
of the apartments have excellent views of the Manhattan skyline and the Hudson
River.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 62


                     RESIDENTIAL MARKET ANALYSIS (Continued)


Overall, the apartments are well designed, offer a good amenity package and are
in good overall physical condition.

Leases to new tenants analyzed for the January through June 1996 period range
from $1,275 to $3,095 per month which equates to annualized rents ranging from
$27.08 to $55.43 per square foot based on typical apartment designs, most of
which include balconies. The rents cited reflect the additional rent allowed
under the 421(a) real estate tax exemption and abatement program. Rental
increases are limited by DHCR guide lies. Overall, the recent leases illustrate
an average annualized stabilized rent of $33.02 per square foot.

THE STRAND: The Strand is located on the northwest corner of West 43rd Street
and Tenth Avenue, about 7 blocks to the southwest of the subject property.
Constructed in the mid-1990s as a 311-unit condominium, this 42-story
residential building was constructed by Arun Bhatia Development Corporation. The
survey incorporates the recent activity exhibited by the pool of 65 to 70
investor-units watch are operated as rentals.

The elegantly decorated lobby is well staffed with a doorman and a concierge.
Maid service is available to tenants for an additional fee. The building offers
a free roof top health club with pool to tenants. The facility is equipped with
a full complement of exercise and aerobic machines. In addition, a sun deck, a
party room (which is available for rent to tenants) with catering facilities are
situated on the roof. Tenant and bike storage rooms are provided in the basement
of the building. A fully equipped children's play room is also located in the
building. Condominium policies allow pets in the building. Parking is available
at $235 per month, including tax.

The building is situated at a 45 degree angle to Tenth Avenue, which provides
excellent panoramic views in all directions. Overall, the apartments were well
designed and of average size. All


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 63


                     RESIDENTIAL MARKET ANALYSIS (Continued)


apartments have oak parquet floors, painted sheet rock walls, dual pane windows,
individually controlled heating and air conditioning units and an internal
security/intercom system which connects to the concierge station in the lobby.
Closet space in the apartments appears adequate. Kitchens are decorated with
vinyl tile floors, fluorescent lights, European-style cabinets 4-burner gas
range and oven, refrigerator, dishwasher and microwave. Bathrooms are furnished
with marble tile floors and wainscot, painted sheet rock walls, tri-view
mirrored medicine cabinets with Hollywood-style incandescent lights and enamel
sink, toilet and shower/tub.

The rents analyzed range from $1,200 to $2,800 per month, which equates to an
annualized rent ranging, from $26.18 to S39.00 per square foot based on a
typical apartment designs. Overall, the pool of rental units illustrates an
average annualized rent rounded to $32.00 per square foot. Discussions with Mr.
Bhatia, who manages the rental units, indicate that unit turnover is
approximately 30% to 35% annually and that an active pre-leasing program limits
interim vacancy.

An upward adjustment to the indicated average rental rate is warranted for a
rental program based on the individual risk sensitive for investor-owned units.
However, a tempering downward adjustment for a superior level of finish
commensurate with the luxury condominium market was performed. Given the similar
dates of construction and average floor height (allowing for natural light and
views), no adjustments were required for those attributes.

RIVERBANK WEST: Riverbank West is a 43-story 418-unit rental apartment building
located about 8 blocks to the southwest of the subject property and dominates
the portion block fronting along Eleventh Avenue between West 43rd and 42nd
Streets. This rental apartment building was developed in the mid-1980s by Harry
Macklowe and designed by Hugh Hardy of Hardy Holzman Pfeiffer Associates.
Riverbank West has an historically high occupancy rate, with the few vacancies
resulting in near immediate turnover.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 64


                     RESIDENTIAL MARKET ANALYSIS (Continued)


Riverbank West is located further west of the new residential complexes
developed during the past decade. Located 1 block from the Hudson River, this
building offers excellent views of New Jersey, the Hudson River, Downtown and
Midtown Manhattan.

The elegant lobby is well staffed by a doorman and a concierge. The building,
is well maintained. maid service is available to tenants. The building has a
staffed health club with a full complement of aerobic machines, free weights,
weight machines, a squash and a basketball court, a 50-foot swimming pool and a
whirlpool. The health club is available to tenants for an annual fee of
approximately $600 per year. Laundry facilities are located on the second floor
and small storage lockers are provided to tenants at no cost in the basement of
the building. A bicycle storage room is also located in the basement. A sun deck
is located on the roof of the building and parking is available in the complex
for $250 per month plus tax. The building has a free shuttle bus for tenants
which travels along West 45th Street to Fifth Avenue. The shuttle is a unique
marketing feature which attempts to mitigate the area's tertiary location, far
west of the Midtown employment centers.

Riverbank West is well maintained with standard apartment designs. The majority
of the apartments have excellent views of the surrounding area, however, the
average size of the units is small. The complex allows pets. All the apartments
have individually controlled heating and air conditioning units, oak parquet
floors, painted sheet rock walls and dual pane windows. Kitchens are
attractively designed with European styled cabinets ceramic tile floors,
dishwasher, refrigerator, 4-burner gas stove and oven, microwave and fluorescent
lighting. Closet space in the apartments appears adequate. Bathrooms are
decorated with ceramic tile floors and wainscot, painted sheet rock walls,
enamel sink, toilet, shower/tub and mirrored medicine cabinet with
Hollywood-style incandescent lights. The majority of the units have terraces.
All the apartments are pre-wired for cable and telephone service and have a
security/intercom system which connects to the lobby concierge station. Overall,
the quality of the inspected apartments was comparable to the subject property.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 65


                     RESIDENTIAL MARKET ANALYSIS (Continued)

The rents analyzed range from $1,250 to $3,600 per month, which equates to an
annualized rents ranging from $31.29 to $52.08 per square foot based on a
typical apartment designs. Overall, the recent rental activity illustrates an
average annualized rent rounded to $35.00 per square foot. Discussions with Ms.
Klein, who manages the rental programs indicate that unit turnover is
approximately 40% annually and that an active pre-leasing program limits interim
vacancy. The rents cited reflect the additional rent allowed under the 421-a
real estate tax exemption and abatement program. Based on the, degree of
similarities with the subject property, no adjustment was warranted.

WORLDWIDE PLAZA: The apartments surveyed are part of the residential component
of the Residences at Worldwide Plaza. Built in 1989 as condominium, this
654-unit residential complex incorporates a 38-story tower and 2 low-rise
components and occupies the block bounded by Eighth and North Avenues between
West 49th and 50th Streets, about 1 to 2 blocks to the northwest of the subject
property . A marketing program was implemented in August 1993 to lease 281
condominium residences rather than to sell in what was perceived to be a
depressed market. Therefore. the apartments are not subject to any rent
regulations and represent market rate housing.

The rents summarized in the reflect the most recent activity, without
consideration for the short-term furnished rental unit program. The apartments
have wood floors and bases throughout the living areas and halls. All apartments
are equipped with an intercom and intrusions alarm connected to the concierge
desk and some units are fitted with a washer/dryer unit. Kitchens and bathrooms
are of a design commensurate with the luxury condominium market. The mix is
heavily skewed toward single-occupancy units, with 76% of the rental apartments
either studio or 1-bedroom configurations.

Residents within the Worldwide Plaza complex have access to the health club,
garage, concierge and doorman service. Additionally, the recreational facilities
include rooftop sundeck areas and a landscaped courtyard.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 66


                     RESIDENTIAL MARKET ANALYSIS (Continued)


The recent reported rents analyzed range from $1,250 to $2,950 per month, which
equates to an annualized rent ranging from $27.59 to $37.33 per square foot
based on typical apartment designs, most of which include balconies. Overall,
the pool of rental units illustrates an average annualized rent rounded to
S33.00 per square foot. Unit turnover is approximately 30% annually, but an
active pre-leasing program limits interim vacancy.

The downward adjustment to reflect the level of finish commensurate with the
luxury condominium market somewhat tempered the upward adjustment to reflect the
lower average floor height for this facility.

THE ELLINGTON: The Ellington is a 217-unit rental apartment building located on
West 52nd Street and Eighth Avenue, 4 blocks to the north of the subject
property. This 29-story building was developed in 1987 by Rosingate Associates,
a division of Rose Associates and is rent stabilized. The Ellington currently
has an 99% occupancy rate and historically had an average 93% occupancy since
it was constructed. Outside brokers are typically utilized for leasing activity.

The property is well maintained, with standard apartment designs and average
size apartments. Units on the upper floors have good views of the Hudson River
and the Midtown skyline. A unique feature is the location of a laundry room on
each floor. All apartments have individually controlled heating and air
conditioning, with oak parquet floors, painted sheet rock walls and dual pane
windows. kitchens are contemporarily styled with European style cabinets, tile
floors, dishwasher, refrigerator, 4-burner gas stove and oven, and microwave.
All apartments are separately metered for electricity. An internal security
alarm system and intercom is located in each apartment. Closet space in the
building is average, however, some of the upper floor apartments have walk-in
closets. Bathrooms are of average finish with ceramic tile floors and wainscot,
enamel sink, toilet and a shower/tub. The have tri-view medicine cabinets with
Hollywood style incandescent lights. Overall, the quality of the apartments is
considered slightly inferior to the subject property.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 67


                     RESIDENTIAL MARKET ANALYSIS (Continued)


The recent, reported rents analyzed range from $1,395 to $2,600 per month, which
equates to an annualized rent ranging from $27.45 to $33.99 per square foot
based on typical apartment sizes and designs. Overall, the pool of rental units
illustrates an average annualized rent rounded to $31.00 per square foot. Unit
turnover historically has ranged from approximately 30% to 50% annually, but an
active pre-leasing program limits interim vacancy.

The quality of the Ellington is considered to be inferior to the subject
property in terms of the apartment finishes, common area, average floor height
and amenity package. Overall, an upward adjustment to the indicated average
rents is warranted.

THE SYMPHONY HOUSE: The Symphony House is located on the northeast comer of West
56th Street and Eighth Avenue, about to 8 blocks to the north of the subject
property. Originally designed in 1987 as a 480-unit condominium, this 41
- -story residential building was marketed as luxury rentals in response to
prevailing economic conditions.

The elegantly decorated lobby is well staffed with a doorman and a concierge.
The building offers a health club with pool to tenants. The facility is equipped
with a full complement of exercise and aerobic machines. In addition, amenities
include a sun deck, a party room (which is available for rent to tenants) with
catering facilities, valet and garage. Tenant and bike storage rooms are
provided in the basement of the building. Overall, the apartments are well
designed and of average size. All apartments have oak parquet floors, painted
sheet rock walls, dual pane windows, individually controlled heating and air
conditioning units and an internal security/intercom system which connects to
the concierge station in the lobby. Closet space in the apartments is adequate.
Kitchens are decorated with ceramic tile floors, fluorescent fights,
European-styled cabinets, 4 burner gas range and oven, refrigerator, dishwasher
and microwave. Bathrooms are furnished with marble tile floors and wainscot,
painted sheet rock walls, tri-view mirrored medicine cabinets with
Hollywood-style incandescent lights and enamel sink, toilet and shower/tub.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 68


                     RESIDENTIAL MARKET ANALYSIS (Continued)


The rents analyzed range from $1,200 to $4,000 per month, which equates to an
annualized rent ranging from $29.45 to $48.00 per square foot based on average
apartment sizes. Overall, the pool of rental units illustrates an average
annualized rent rounded to $36.00 per square foot. The active pre-leasing
program boasts 100.0% occupancy, with limited availabilities as of mid-Fall
1996.

A downward adjustment to the indicated average rental rate is warranted for a
superior level of unit finish commensurate with the luxury condominium market,
which is compounded by, a downward adjustment for the superior residential
character of the immediate neighborhood.


CONCLUSIONS

Over the past decade, the influencing Midtown West housing market has
experienced the construction of numerous residential projects. While some of the
newer condominium projects enjoyed limited success in their initial offerings,
sales of condominiums have slowed dramatically. As a result, some of these
projects resorted to renting units. The units at Riverbank West, the luxury
rental facility located to the southwest of the subject property and the
furthest removed from the employment center of Midtown Manhattan, illustrate
higher overall average rents than condominium properties closer to the subject
property and available linkages. That the rent stabilized apartment rents
dominate the upper-end of the range surveyed is attributed to the efficiency of
on-site rental offices, superior marketing efforts, and the tenants' willingness
to pay a premium for a rent stabilized apartment with an assured right of lease
renewal. Additionally, the combination of the amenity package and average floor
height sufficiently counters any resistance to the location at Eleventh Avenue
for the units at Riverbank West.

The rents surveyed are considered representative of the influencing market.
Based on the preceding discussions and with most emphasis placed on the rents
exhibited for the pool of investor-owned rental units at Worldwide Plaza, the
recent rental activity at Riverbank West and the Symphony House, an indicated
average Market Rent for the subject property's apartments rounded to $34.00


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 69


                     RESIDENTIAL MARKET ANALYSIS (Continued)


per square foot. This pricing level is considered to provide a competitive
choice within the influencing market for rent stabilized apartments given the
subject property's proximity to the Midtown employment center, average floor
height and amenity package.

Based on the indicated average Market Rent and average unit sizes, the subject
property's studio, land 2-bedroom apartments would range from $1,200 to $3,050
per month. These amounts are directly supported by the field survey. The rental
pricing discussed for the subject property's units reflects current market
conditions as if those units were available for lease and as if unencumbered by
DHCR rent regulation.

TENANT PROFILE

Interviews conducted with on-site rental agents and independent brokers indicate
that prospective tenants are pre-qualified by a screening process which
typically ascertains income level and employment history prior to apartment
viewing activity. This information is verified prior to lease execution.
Utilizing a standard rent expense to annual income ratio of 25%, agents will not
suggest apartments where the rent is in excess of 25% of the prospective
tenant's annual income.

Based on the derived rental figures for the various apartment categories, annual
income levels for prospective tenants are generalized in the following table.

                                 THE RITZ PLAZA
                     TENANT PROFILE - REQUIRED INCOME LEVEL
- --------------------------------------------------------------------------------
Category                                 Studio       1-Bedroom      2-Bedroom
- --------------------------------------------------------------------------------
Monthly Rental Range (typical)           $1,200         $1,925          $3,050

Required Income (approximate)           $54,000        $92.000        $146,000
- --------------------------------------------------------------------------------

Monthly rent is based on the average unit size multiplied by the indicated
average Market Rent of $34.00  per square foot 
Source: Computations by KTR


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 70


                     RESIDENTIAL MARKET ANALYSIS (Continued)


The income levels necessary to support the market rents suggested by the survey
are effectively higher than the sub-market's median household income level,
suggesting that only the most affluent portion of the population can afford
these apartments and that prospective tenants will relocate from outside the
sub-market where rents are higher or proximity to the employment center is of
primary concern. This is supported by the tenant population within the buildings
surveyed which are indicated to have moved into the area in search of housing
opportunities. Given the pace of proposed residential construction and projected
number of units within the sub-market specifically, the anticipated level of new
construction scheduled for the HMSA is relatively low.

The housing, inventory constructed since 1980 was market driven and, as such,
attracted the new household formations created during the 1980s through the
early 1990s. This appears to be supported given the high occupancy rates at
these facilities (typically in excess of 93%). Although a softening of the
for-sale market served to increase the rental apartment inventory, these units
were ]eased at market driven rent levels. Supporting this observation is the
nominal attrition and vacancy rate in rent stabilized apartments, which
typically have regulated rents significantly below market rates. As the tenancy
within those regulated apartments is essentially static, the absorption
demonstrated at the properties surveyed is considered to be attributable to new
household formations in the sub-market Based on the tenant profile analysis,
the new household formation is considered to reflect the more affluent portions
of the sub-market population.

The properties cited in our market rent survey were typically constructed
post-1980 and are considered to be representative of the rental stock available
in the influencing market. The high rates of absorption and the low vacancy rate
suggests an equilibrium between this newly constructed supply and the demand
generated by the formation of households at the upper end of the income range.
However, a severe shortage of market rate apartments will occur within the HMSA
based on projected household growth rates. Although growth projections assume
sufficient housing opportunity, the dire shortage of market rate rental property
within more established neighborhoods


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 71


                     RESIDENTIAL MARKET ANALYSIS (Continued)


may divert the affluent rental household formation to other areas, including the
subject property's influencing sub-market. This is supported by the recent
absorption rates noted at the newly introduced rental properties discussed

As such, the projected shortage of market rate rental facilities is anticipated
to push rents higher throughout the HMSA generally, and specifically within the
less established residential sub-markets. Based on the preceding discussions,
the forecasted near-term demand for housing opportunities within the HMSA is
anticipated to support the subject property as a market-rate rental facility.
Therefore, the level of proposed product for the HMSA may translate into a
continued demand for the subject property's units.

CONCLUSIONS

Our survey indicates that buildings providing the greatest competitive choice
for the subject property are achieving average rent levels from $27.45 to $52.08
per square foot for unit mixes exhibiting, similar sizes and overall layouts to
units at the subject property. In our discussion we concluded that the subject
property would lease at an average overall rent level translating to S34.00 per
square foot. This pricing level is considered to offer a competitive choice
within the HMSA and, specifically, within the influencing sub-market. As such,
the indicated average Market Rent pricing will be adopted for the subsequent
analyses. Given the forecasted shortage of market rate housing, the subject
property is assumed to be capable of consistently achieving a growth in rent
levels commensurate with the prevailing market.

Additionally, turnover leasing for the influencing market ranges from
approximately 30% to 50% annually, with buildings offering rent stabilized
leases exhibiting turnover rates at the lower end of the range. Based on the
recent leasing analysis and that the subject property's unit mix is dominated by
smaller, single-occupancy units with typically attract first-time renters, a
turnover rate toward the middle of the range, or 40.0% is considered appropriate
and will be adopted for the cash flow


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 72


                     RESIDENTIAL MARKET ANALYSIS (Continued)


model presented in the Income Capitalization Approach section. This attrition
rate suggests that approximately 15 to 16 apartments per month will turnover.

CONDOMINIUM MARKET

Our review of Midtown West and the surrounding communities revealed similar
residential condominium complexes offering direct competition with regard to a
combination of neighborhood, unit size, level of finish, overall amenity package
and age of construction as presented by the subject property. Sales data for the
12-month period from July 1995 through June 1996 was researched for properties
deemed to offer a competitive choice for the area in general and for the subject
property in particular. The result of this research is as follows:

WORLDWIDE PLAZA 2 and 3: This represents the residential component of the
Worldwide Plaza complex, a large-scale mixed-use facility completed in 1988 and
located about 1 to 2 blocks northwest of the subject property. There are 654
condominium apartments within the 38-story high-rise tower and 2 low-rise
elevatored apartment buildings. The unit mix is heavily-skewed toward
single-occupancy units. Unit designs and sizes are typical to multi-family
construction during the 1980s. Apartments recently sold range in size from
approximately 400 to 1,200 square feet in size. The 110 re-sales noted for this
property range from $50,000 to $450,000, translating to sale prices from $125 to
$377 per square foot of apartment area. Overall, sales activity illustrates an
average sale price rounded to $165,000, or $261 per square foot of apartment
area.

THE STRAND: As discussed, this 311-unit 41-story high-rise luxury condominium
was built in 1987, about 7 blocks to the southwest of the subject property. The
unit mix is dominated by single-occupancy units, however the proportion of
larger, multiple-bedroom units is higher than at the subject property. Unit
designs and sizes are typical to multi-family construction during the 1980s.
Apartments noted in the survey range in size from approximately 435 to 740
square feet in size. The 24 re-sales noted for this property range from $60,000
to $320,000, translating to sale prices from


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 73


                     RESIDENTIAL MARKET ANALYSIS (Continued)


$171 to $309 per square foot of apartment area. Overall, activity illustrates an
average sale price rounded to $160,000, or $237 per square foot of apartment
area.

EXECUTIVE PLAZA: THE 22-story building was constructed in 1926 and completely
rehabilitated in 1986 and marketed as condominium property. There are 443
apartments within the facility, with a high ratio of single-occupancy units.
Apartments cited in the research range in size from approximately 500 to 2,000
square feet in size. The 14 re-sales noted for this property range from 5598,300
to $351,500, translating to sale prices from $172 to $377 per square foot of
apartment area. Overall, sales activity illustrates an average sale price
rounded to $165,000, or $251 per square foot of apartment area.

TOWER 53: This is a 37-story multi-family high-rise built in the late-1960s and
converted to condominium ownership in 1986. The unit mix is dominated by 1 and 2
bedroom apartments, with many of the units having balconies. Units designs and
sizes for the 213 apartments are typical to multi-family construction during the
mid-1960s, with kitchens and bathrooms smaller than more modern designs. The
apartments noted range in sizes from approximately 600 to 750 square feet in
size. The re-sales noted for this property range from $90,000 to $150,000,
translating to sale prices from $149 to $207 per square foot of apartment area.
Overall, sales activity illustrates an average sale price rounded to $120,000,
or $186 per square foot of apartment area.

CONCLUSIONS

The 57 apartment transfers researched indicate overall average monthly sales
pricing translating to a range from $149 to $377 per square foot for units
ranging in size from about 400 to 2,000 square feet in area. Overall, sale
prices ranged from $55,000 to $450,000, with typical sale pricing between
$100,000 and $250,000 per unit. Characteristics relating to location, building
amenities, level of finish and light (views) were compared to those for the
subject property.


          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 74


                     RESIDENTIAL MARKET ANALYSIS (Continued)


After effecting slight upward adjustments for the inferior average floor height
and location further removed from the linkages to the employment centers, a
tempering downward reflecting the superior level of unit finish was applied.
This resulted in an overall slight upward adjustment to the indicated average
pricing of $261 per square foot for the sales at Worldwide Plaza. After the
upward adjustment for the inferior location further removed from the linkages to
the employment centers, a tempering downward adjustment was applied to the
indicated average pricing of $237 per square foot noted for the resale activity
at The Strand. The upward adjustments for the smaller-averaged sized unit at
Executive Plaza, coupled with an upward adjustment for the inferior Seventh
Avenue location resulted in an overall upward adjustment to the indicated
average sale pricing of $251 per square foot. The large upward adjustment for
age, unit design and inferior Seventh Avenue location warranted a large overall
upward adjustment to the indicated average pricing of $186 per square foot for
Tower 53.

The product surveyed is considered to represent the prevailing inventory for the
influencing market. Based on the foregoing, an indicated average Market Value
rounded to $275 per square foot of apartment area will be adopted for the 479
residential units contained within the subject property. This equates to average
pricing ranging from $110,000 to $302,500 for the average unit sizes ranging
from 400 to 1,000 square feet in area, as if the units were currently vacant,
prepped and marketed as for-sale condominium property.


          Koeppel Tener Real Estate Services, Inc., Valuation Division




<PAGE>

    RITZ PLAZA - INFLUENCING AREA CONDOMINIUM SALES: AVERAGE MONTHLY PRICING

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                                                                                                                                    
                                                            Jun-96   May-96  Apr-96 Mar-96  Feb-96  Jan-96  Dec-95   Nov-95  Oct-95 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                 <C>       <C>       <C>    <C>     <C>   <C>     <C>        <C>     <C>  
393 West 49th Street   350 Worldwide Plaza 2 and 3 38      $277               $266   $219    $226                     $224     $377 
West 50th Street       stories, 654 apartments, built in
                       1988 as condominium. Sales
                       cited range from approx. 400 to
                       1,200 square feet in area.

500 West 43rd Street   The Strand 41 stories, 311          $274      $264            $231    $182           $234      $255     $242 
                       apartments built 1987 as
                       condominium. Sales cited
                       range from approx. 435 to 740
                       square feet in area

15O West 51st Street   Executive Plaza 22 stories,                            $302   $237    $202   $193    $335               $211 
                       443 apartments, built in 1926
                       and renovated in 1986 as
                       condominium.  Sales cited
                       range from approx. 500 to
                       2,000 square feet in area.

159 West 53rd Street   Tower 53 37 stories, 213                      $207            $203                             $149          
                       apartments, built 1968 as
                       rental and converted to
                       condominium in 1986. Sales
                       cited range from approx. 600
                       750 square feet in area.
           
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------
                                                 Total Units    Property
                                                 Sold for 12-   Average
                       Sep-95  Aug-95  Jul-95   Month Period    Pricing
- ------------------------------------------------------------------------
<S>                    <C>      <C>    <C>              <C>      <C> 
393 West 49th Street            $237                    14       $261
West 50th Street      
                      
                      
                      

500 West 43rd Street   $231     $216   $214             24       $237
                      
                      
                      
                      

15O West 51st Street   $289     $236   $172             16       $251
                      
                      
                      
                      
                      
159 West 53rd Street                                    3       $186
                      
                      
                      
                      
                                Total cited          57
                                Average per Sq.Ft. $238      
                                Minimum per Sq.Ft. $149
                                Maximum per Sq.Ft. $377
- ------------------------------------------------------------------------
</TABLE>

Source: Yale Robbins "Condo Report", various issues and field survey; Compiled
by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 76


                     RESIDENTIAL MARKET ANALYSIS (Continued)

             LOCATION MAP OF RENTAL AND CONDOMINIUM PROPERTIES CITED

                                  [MAP OMITTED]

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 77


                           SUMMARY OF EXISTING LEASES

Information contained in this section of the report is based on the
client-provided rent roll and summary of the commercial leaseholds. The rent
roll is dated August 1, 1996, a copy of which is reproduced within the Addenda
of this report.

The garage space is leased to Port Parking Corporation at a base rent of
$400,000 per year (or $4,255 per space per year) with 3.0% annual step-ups in
the base rent. This 20-year term lease commenced on April, 1, 1990 with 10
months free rent. The tenant is directly metered for electricity and pays its
prorata (6.0%) share of increases in real estate taxes over the base year. The
current rent is noted as $35,363 per month, or $424,360 when annualized. Based
on the scheduled base rent increase, the base rent is $430,726 for the 9/96 -
8/97 fiscal year.

The retail space is occupied by Casa Di Meglio, an Italian restaurant. The lease
commenced during October 1995 at a monthly rent of $9,500, or $114,000 when
annualized. The contract term is for 20 years and provides for rent steps
averaging 4.0% per year. On October 1, 1996, the monthly rent steps to $9,880,
or $118,560 when annualized. Real estate tax escalation income is based on the
prorata (1.2%) share of increases over the base year.

The part of the 4th and the entire 5th floors are occupied by The General
Services Administration ("GSA"). The GSA lease commenced October 17, 1990 for a
10-year term expiring October 16, 2000. The lease provides a base rent of
$46,946 per month, or $563,355 per year, with annual increases in the base rent
adjusted according to the increases in the Consumer Price Index. The current
base rent is $47,593 per month, or $571,117 annualized. The tenant is
responsible for paying their pro rata share of increases in real estate taxes
over the base year, with increases in the assessed value of the subject property
(without reduction for any tax exemption such as the 421-a) limited to 12.0% per
year. Any increase in the assessed value greater than 12.0% is included in the
tenant's base

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 78


                     SUMMARY OF EXISTING LEASES (Continued)

year real estate tax liability. Overall, real estate taxes are capped at 4.0% of
the annual base rent for the space. The tenant is directly metered for
electricity.

The balance of the 4th floor is occupied by a division of AT&T ("AT&T"). The
AT&T lease commenced March 1, 1995 for a 5-year term expiring February 29, 2000
with an option to extend until October 31, 2000. The lease provides a base rent
of $14,375 per month, or $172,500 per year, with no scheduled annual increases.
The tenant is responsible for paying their prorata (1.8%) share of increases in
real estate taxes over the base year, and for their prorata share of the
operating

                    THE RITZ PLAZA: COMMERCIAL LEASE SUMMARY

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Tenant                   Start Date  Expiration Date  Area (Sq.Ft.)  Current Rent  Base Year  Prorata Share
- -----------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>               <C>         <C>         <C>              <C>  
Casa Di Meglio             1-Oct-95        31-May-10         2,932       $118,180    1995/96          1.20%

AT&T                       1-Mar-95        29-Feb-00         7,362       $172,500    1995/96          1.80%

GSA                       17-Oct-90        16-Oct-00        14,724       $563,355    1990/91          3.02%

Port Parking Corp.         1-Apr-90        31-Mar-10      158 cars       $424,360    1991/92          6.00%

CoinMach Industries, Inc.  1-Aug-96        31-Jul-01           n/a        $70,000        n/a            n/a

Carlton Cleaners                n/a              n/a           n/a        $12,000        n/a            n/a
- -----------------------------------------------------------------------------------------------------------
</TABLE>

                  Source: Client-provided data; Compiled by KTR

expenses over the 1995 base year expenses. The tenant is directly metered for
electricity.

The laundry concessionaire is CoinMach Industries, Inc., which recently signed a
renewal lease at the subject property for a 5-year term at $70,000 per year.
The valet service, Carlton Cleaners, maintains a drop-off/pick-up station on the
premises at a rent of $12,000 per year.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 79


                     SUMMARY OF EXISTING LEASES (Continued)

Escalation income for the commercial tenants is summarized in the following
table.

                                 THE RITZ PLAZA

         9/96 - 8/97 FISCAL YEAR COMMERCIAL LEASE AND ESCALATION INCOME

- --------------------------------------------------------------------------------
                         9/96 - 8/97 FY         R.E. Tax      Operating Expense
Commercial Component          Base Rent       Escalation             Escalation
- --------------------------------------------------------------------------------
Casa Di Mesa                   $118,180                -                      -
                                            
AT&T                           $172,500                -                $13,646
                                            
GSA                            $563,355                -                      -
                                            
Garage Component               $430,726          $56,418                      -
- --------------------------------------------------------------------------------
                                         
Source: Client-provided lease abstracts; Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 80


                             RENTAL INCOME ANALYSIS

RESIDENTIAL RENTAL INCOME OF THE SUBJECT PROPERTY

According to the client-provided August 1996 rent roll, the subject property's
residential contract rent is $806,330 from the 458 occupied units. The last
rent for the 20 vacant units is noted as $33,934, for a total potential base
rent of $840,264 for the 478 residential units.

                                 THE RITZ PLAZA
                        CURRENT CONTRACT APARTMENT INCOME

- --------------------------------------------------------------------------------
                                                            (as of August 1996)
                                                                        Monthly
- --------------------------------------------------------------------------------
Category

Occupied Units                                                         $806,330

Vacant Units                                                             33,934
                                                                       --------
Total Monthly Rent                                                     $840,264
- --------------------------------------------------------------------------------

Source: Owner-provided rent roll; Compiled by KTR

As the subject property's apartments are regulated by the local rent
stabilization guidelines, we have processed the contract income accordingly.

REGULATED RENT INCREASES

Residential facilities that receive benefits from the city's UDAAP, J-51 or
421-a real estate tax abatement and/or exemption programs or were constructed
prior to 1974 are subject to Rent Stabilization guidelines. Therefore, the
subject property's income potential is restricted by regulations established by
the Rent Guidelines Board for rent stabilized apartments as outlined by the
city's Division of Housing and Community Renewal ("DHCR").

RENT STABILIZED INCREASES: Rent stabilized tenants may select leases of 1- or
2-year terms. An owner may terminate the lease of a rent stabilized tenant
under the following circumstances:

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 81


                       RENTAL INCOME ANALYSIS (Continued)

1.    The owner needs the apartment for his own personal use, or for the
      occupancy by a member of his immediate family.

2.    The tenant refuses to sign a properly offered lease renewal.

3.    The unit is not occupied as the tenant's primary residence.

4.    The owner wishes to withdraw the apartment from the rental market either
      to demolish the structure, or to put the building to another permitted
      use.

5.    Three years have elapsed since the building was converted to cooperative
      or condominium status, and the tenant has not elected to purchase the unit
      under a legal eviction plan. Senior citizens and disabled persons are
      special cases and may be exempt from these otherwise appropriate reasons
      for dislocation.

6.    Upon termination of real estate tax abatement program benefits, rental
      units voluntarily surrendered are taken out of the rent stabilized
      inventory.

Generally, when a tenant vacates a rent stabilized apartment, the new rental
rate for the apartment comes under the stipulation of the rent stabilization
statutes and their prescribed rental rate increases. An owner may also increase
the rents of stabilized units by making major capital improvements to the
building, by installing new appliances or adding building services. Since 1970,
the allowable annual increase for new leases have, for the most part, ranged
from 4.0% to 6.5% for 1-year leases and 6.5% to 10.0% for 2-year leases with
recent years seeing increases at the lower end of the range. The statutory lease
increases for the period between October 1, 1991 and September 30, 1992, as
regulated by the DHCR were 4.0% for 1-year renewals and 6.5% for 2-year
renewals.

The trend appeared to continue downward with the statutory lease increases for
the period between October 1, 1992 and September 30, 1993 for 1-year lease
renewals at 3.0% and 5.0% for 2-year lease renewals. The October 1, 1993 and
September 30, 1994 rate of increase remained at 3.0% and 5.0% for 1-year and
2-year renewals, respectively. Commencing with the October 1994 through
September

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 82


                       RENTAL INCOME ANALYSIS (Continued)

1995 period, the rate of increase was tempered with 1-year and 2-year lease
renewals at 2.0% and 4.0%, respectively. The allowable rate of rent increase for
the October 1995 through September 1996 period was unchanged from the October
1994 through September 1995 period. In addition, DHCR permits a vacancy increase
of 8.5% for units that are vacant for at least 30 days.

The allowable rent increases for the October 1996 to September 1997 period were
recently approved and provide for a rise of 5.0% for 1-year lease renewals and
7.0% for 2-year lease renewals. The additional allowable increase has been
increased to 9.0% for units that are vacant for at least 30 days. These recently
adopted DHCR rent guideline increases will be processed in the subsequent
analysis.

DHCR allows for the deregulation of apartments upon the expiration of the
current lease where the last rents were in excess of $1,999.99 per month.
However, owners receiving J-51 or 421-a benefits are not permitted to
deregulate units until the benefits expire. The applicable DHCR regulations will
be applied to the following analysis. The following table details a weighted
average increase associated with the subject property's rent stabilized units,
as based on current guidelines. Additionally, as the model assumes that these
increases will be collected over 24 months (to reflect the impact of the 2-year
lease renewals), an adjustment has been made to determine the allowable blended
rate of increase for the current 12-month period.

The blended rate of 3.9%, as illustrated in the following table, reflects the
scheduled DHCR allowable rent increase and the additional vacancy allowance
projected for the occupied units. The 3.9% blended rate will be applied to the
contract rents for the occupied units illustrated in the client-provided rent
roll so as to project a residential gross potential income for the 9/96 - 8/97
fiscal year. The adjustment for the 9/96 - 8/97 fiscal year applied to the 20
vacant units is based on the preceding formula, but with the full 9.0% vacancy
increase processed (reflecting the 100% turnover probability for these vacant
units) without further adjustment for collecting the increase.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 83


                       RENTAL INCOME ANALYSIS (Continued)

                                 THE RITZ PLAZA
                     PROJECTED RENT STABILIZATION INCREASES

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                 % of     Turnover       Allowable    Blended Rate  Blended Rate
                                Tenancy  Probability   DHCR Increase   of Increase   of Increase
- -------------------------------------------------------------------------------------------------
                                   [a]        [b]           [c]        [a]*[b]*[c]   [a]*[b]*[c]
<S>                               <C>       <C>             <C>            <C>           <C> 
1-Year Leases                     50.0%     100.0%          5.0%           2.5%          2.5%
2-Year Leases                     50.0%      50.0%          7.0%           1.8%          1.8%
Turnover Activity                            40.0%          9.0%           3.6%          9.0%
                                                                          ----          ----
Total Increase (Occupied Units)                                            7.9%
Total Increase (Vacant Units)                                                           13.3%
Adjustment for 12-month period                                            50.0%           -
                                                                          ----          ----
Blended Rate of Increase                                                   3.9%         13.3%

                                                                       Occupied        Vacant
- -------------------------------------------------------------------------------------------------
</TABLE>

Source: Calculations by KTR

                                 THE RITZ PLAZA
           9/96 - 8/97 FISCAL YEAR RESIDENTIAL GROSS INCOME PROJECTION

- --------------------------------------------------------------------------------
                                                     Blended       9/96 - 8/97
                        Monthly      Annualized       Factor       Fiscal Year
- --------------------------------------------------------------------------------
Occupied Base Rent     $806,330      $9,675,960        0.039       $10,053,322
Vacant Base Rent         33,934         407,208        0.133           461,366
                       --------     -----------                    -----------
                       $840,264     $10,083,168                    $10,514,688
- --------------------------------------------------------------------------------
                                                                
Source: Computations by KTR

The 9/96 - 8/97 fiscal year residential potential income is indicated to be
$10,514,688 via application of the prevailing DHCR allowable rent increase
guidelines to the current contract rents for the occupied and last rent levels
for the vacant units. This equates to $30.81 per square foot for the 341,261
square foot area allocated to the 478 apartments.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 84


                       RENTAL INCOME ANALYSIS (Continued)

CONCLUSIONS

The client-provided August 1996 rent roll indicates that the 458 occupied
apartments have a monthly rent of $806,330, or $9,675,960 annualized. The 20
vacant units have a last rent of $33,934, or $407,208 annualized. Applying the
appropriate blended rate rent increases equates to a 9/96 - 8/97 fiscal year
annualized rent of $10,514,688, or $30.81 per square foot for the 478
residential apartments. When expressed on a per square foot basis, the
annualized rent regulated fiscal year income is less than the indicated average
Market Rent of $34.00 per square foot. This suggests that the regulated rents
grown by the allowable DHCR increases are collectable.

These amounts will be adopted and processed within the Income Capitalization
Approach section of this report.

Additionally, the subject property is encumbered by a lease for the retail,
commercial office and garage spaces. Details of our field research to ascertain
the market rents and terms for these elements are contained within the Addenda
to this report.

COMMERCIAL COMPONENT

RETAIL SPACE: There is a 2,932 square foot grade level retail space situated
along the western property line of the subject property and to the east of the
urban plaza. The current lease encumbering the retail space equates to an
annualized rent of $40.44 per square foot. To ascertain the market rent for the
retail space in the subject property, a survey of asking and contract retail
rents was performed.

Retail areas within the Worldwide Plaza complex, about 1 to 2 blocks to the
northwest of the subject property were researched. These leases and offerings
detail rents ranging from $30.00 to $40.00 per square foot for spaces ranging in
size from 667 to 4,389 square feet. Recent leases were noted at

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 85


                       RENTAL INCOME ANALYSIS (Continued)

rents from $35.00 to $40.00 per square foot for 10-year terms for spaces up to
2,752 square feet. The retail availability for a 1,500 square foot area between
Avenue of the Americas and Seventh Avenue on West 44th Street, about 5 blocks
to the southeast of the subject property was noted. This retail element is
offered at $60.00 per square foot, with the term and escalation rent to be
determined. Additionally, grade level retail availabilities along Seventh Avenue
in the immediate vicinity of the subject property are noted to range up to
$175.00 per square foot for spaces ranging from 875 to 1,450 square feet for
terms up to 10 years.

Based on the foregoing with adjustments for location and that the subject
property's retail space accommodates food preparation, the retail lease rent and
terms at the subject property are supported by the survey. As such, the retail
lease terms are considered to reflect market rates and will be adopted for the
subsequent analyses.

OFFICE SPACE: This portion of the subject property consists of the 22,086 square
foot area comprising the 4th and 5th floors of the subject property. The entire
4th and a portion of the 5th floor are leased to the GSA, with the balance of
the 5th floor leased to a division of AT&T. The GSA lease is for a 10-year term
and the contract base rent equates to an annualized amount of $38.26 per
square foot for 9/96 - 8/97 fiscal year. The AT&T lease is for a 5-year term and
the contract base rent equates to an annualized amount of $23.43 per square
foot for the 9/96 - 8/97 fiscal year. Both leases expire during the 2000/01
fiscal year (assuming the 6-month option for the AT&T space is exercised).

To ascertain the market rent for the office space in the subject property, a
survey of asking and contract office rents for lower floor spaces was performed.
Office areas within the lower floors of the Worldwide Plaza complex were
researched. These leases and offerings detail rents averaging $30.00 per square
foot for spaces ranging in size from about 1,500 to 27,500 square feet for terms

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 86


                       RENTAL INCOME ANALYSIS (Continued)

ranging up to 10 years. Electricity is direct metered. Office availabilities for
spaces within 1600 Broadway range from $19.00 to $25.66 per square feet for
spaces ranging from 250 to 2,150 square feet. These spaces are located from the
3rd to 10th floors. The 4th floor space noted at 1500 Broadway is for a 2,060
square foot office with an asking rent of $21.00 per square foot. Both buildings
are offering 5-year terms. The low-rise commercial buildings along Eighth
Avenue in the immediate vicinity are noted as providing office space for $15.00
to $20.00 per square feet for 2,000 to 8,000 square foot floors. The 3-story
building at 760 Eighth Avenue has the upper 6,900 square foot space full floors
available for $15.00 per square foot. Commercial office lease terms are
typically for 5- to 10-year terms with real estate tax escalations based on a
prorata share of increases over a base year. Electricity is generally direct
metered.

Based on the foregoing with adjustments for location, age of the competing
facilities, tenant appeal and amenities deemed to promote employee morale, most
emphasis is placed on the Worldwide Plaza data. As such, an indicated average
Market Rent rounded to $30.00 per square foot is considered appropriate for the
office space at the subject property.

Based on the aggregate base rent for the AT&T and GSA leases and the 22,086
square foot area, the subject property's commercial office rents equate to an
average amount of $33.32 per square foot. Given the credit tenancy and the
short remaining term for these leases, no offset for slightly above-market rent
is warranted. However, these areas will be processed at the prevailing average
market-oriented rent upon lease renewal within the subsequent analyses.

GARAGE COMPONENT

The 158-car garage is encumbered by a 20-year lease expiring at the end of
march in the year 2010. The $430,726 fiscal year base rent equates to an annual
amount of $2,726 per car. Our survey of recent garage master leases details
rents ranging from $2,239 to $3,316 per car for garage capacities

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 87


                       RENTAL INCOME ANALYSIS (Continued)

from 77 to 328 cars. These garage facilities are located at luxury multi-family
properties, albeit within more established residential neighborhoods. However,
the potential to attract a significant transient parking business at the subject
property's situs within the Theater District is considered to offset any
adjustment for location. Accordingly, the garage lease is deemed to be
supported by the market data and will be adopted for the subsequent analyses.

SUMMARY OF POTENTIAL INCOME

Based on the contract lease terms for the residential, retail, office and garage
elements, the 9/96 - 8/97 fiscal year gross potential income for the subject
property is as follows:

                                 THE RITZ PLAZA
             SUMMARY OF SIGNIFICANT CONTRACT GROSS POTENTIAL INCOME

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
                                        Fiscal Year Base Rent  R.E. Tax Escalation  Operating Expense Escalation
- -----------------------------------------------------------------------------------------------------------------
<S>                                               <C>                     <C>                            <C>
RESIDENTIAL COMPONENT                             $10,514,688

COMMERCIAL COMPONENT   Retail                        $118,180                    -                             -
                       Office: AT&T                  $172,500                    -                       $13,646
                               GSA                   $563,355                    -                             -
                                                  -----------
                       Total Commercial              $854,035

GARAGE COMPONENT                                     $430,726              $56,418                             -
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Client-provided data; Fiscal year computations by KTR

Client-provided lease abstracts are reproduced within the Addenda of this 
report.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 88


                              HIGHEST AND BEST USE

The Appraisal of Real Estate, Tenth Edition, published in 1992 by the Appraisal
Institute defines "Highest and Best Use" as:

      The reasonably probable and legal use of vacant land or an improved
      property, which is physically possible, appropriately supported,
      financially feasible, and that results in the highest value.

The definition of Highest and Best Use indicates that there are two types of
Highest and Best Use; that of the site as vacant, and that of the property as
improved. In each case, the Highest and Best Use of a particular site must
generally meet four criteria. The use must be (1) physically possible, (2)
legally permissible, (3) financially feasible, and (4) maximally productive.
These criteria are considered sequentially; financial feasibility and
productivity analysis are irrelevant if either the site will not physically
accommodate the use or if the use is prohibited by zoning or building code 
regulations.

The subject property comprises a 24,100 square foot development site, presently
improved with a 40-story 479-unit mixed-use multi-family rental property.

HIGHEST AND BEST USE AS VACANT

The subject property, as if vacant, would represent a relatively large
development site. By virtue of its size, it would likely be able to support a
major project. The site is essentially level and is not believed to contain any
geological constraints. Its sidestreet location within the Theater District
limits the site's exposure.

The subject property's C6-4 and C6-5 zoning encourages development to the
highest density permitted for commercial and residential usage. The subject
property is conveniently located within the Theater District section of
Manhattan's Midtown West community. The area suffered throughout

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 89


                        HIGHEST AND BEST USE (Continued)

the downturn in the local residential market. Vacancy rates in inferior
buildings have risen due to the flight-to-quality opportunities presented in
better properties caused by an increase in rental inventory as owners of
for-sale apartments opted to rent units rather than sell in what was perceived
to be a depressed environment. Recent events suggest a tightening of supply and
a general recovery of residential market rent and stabilized sale prices.
However, current market conditions preclude an economic return on new
non-subsidized luxury market-rate multi-family construction with a complete
array of amenities in other than established prime residential areas exhibiting
the requisite high level of neighborhood services. This suggests that if not for
the 421-a real estate tax exemption subsidies and low-floater rate financing
available for the creation of low- to moderate-income regulated rental housing
with HFA-type 80/20 programs, the development of new residential rental
investment properties might not occur at this time in other than prime
locations. The subject property's neighborhood is considered to be less
desirable than more established residential districts and the indicated average
Market Rent of $34.00 per square foot is appropriately lower. As residential
project feasibility in the HMSA typically requires rents ranging from the mid-
to the upper-$30s per square foot, the as-of-right residential development
potential of the subject property is considered to be unfeasible.

Based on the preceding discussion, we have concluded that the Highest and Best
Use of the subject property as though vacant is its development as an HFA-type
80/20 multi-family rental investment property designed in conformity with the
surrounding residential facilities and participating in the 421-a real estate
tax exemption program and qualifying low income housing tax credit programs.

HIGHEST AND BEST USE AS IMPROVED

The Highest and Best Use of the site, as improved, is its continued use if it is
capable of providing a fair return to the underlying land position. The subject
property is improved with a 40-story 479-unit multi-family apartment building
constructed in 1990. Applying the maximum FAR and air rights

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 90


                        HIGHEST AND BEST USE (Continued)

as discussed in the Zoning Analysis section of this report to the subject
property's site size indicates a current buildable density of approximately
469,000 square feet. The subject property is presently built to approximately
469,267 square feet of above-grade area, suggesting conformity with the zoning
regulations.

Assuming the entire stabilized net operating income, as estimated later in this
appraisal report, was returned to the land at a rate of 8.0%, the site value
would be $179 per FAR (($6,731,911 / 8.0%) / 469,000). Based on our knowledge of
local land values we believe that the value of the subject property's land is
less than the $179 per FAR, thus providing a fair return to the land.

The subject property is encumbered by statutory leases which, for all intents
and purposes, precludes demolition. Even with these restrictions, the subject
property is currently generating a net income in excess of the required return
on the land value. The present structure more than supports a necessary return
to the underlying land position.

An analysis was performed to ascertain if a conversion to condominium ownership
upon the scheduled expiration of the existing 421-a real estate tax exemption
program benefits and coincident termination of the DHCR rent regulated
restrictions was feasible. As presented later in this report, the $84,600,000
appraised value of the Leased Fee Interest assuming a subsequent conversion to
condominium ownership is less than the Market Value conclusion of the Leased Fee
Interest assuming the continued operation of the subject property as a
multi-family rental investment property.

Therefore, the Highest and Best Use of the subject property as improved is for
its continued use as a multi-family rental apartment building.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 91


THE VALUATION PROCESS

To estimate the Market Value of a property three approaches may be employed: The
Income Capitalization Approach, Sales Comparison Approach and The Cost Approach.
Based upon the available data and property type, the appraiser may use any or
all of these methods in rendering a value estimate.

THE INCOME CAPITALIZATION APPROACH

The theory of the Income Capitalization Approach is based on the premise that a
value indication for an income-producing property is derived by converting
anticipated benefits into property value. Anticipated benefits include the
present value of the net income and present value of the net proceeds resulting
from the re-sale of the property. There are two methods in order to accomplish
this: (1) direct capitalization of a single year's stabilized income by an
overall capitalization rate and; (2) the discounted cash flow in which the
annual cash flows and reversionary value are discounted to a present value for
the remainder of its productive life or over a reasonable holding (ownership)
period. The Income Capitalization Approach is widely applied in appraising
income producing properties. The reliability of this technique is dependent upon
both the reliability of the net income estimate and the capitalization process.

The latter method will be employed in the valuation of the subject property. The
Income Capitalization Approach is usually the primary value indicator for
properties such as the subject property. As "Investor-purchasers" expect a
reasonable rate of return on their equity investment based on the ownership
risks involved, this approach closely parallels the investment decision process
for multi-family residential properties.

THE SALES COMPARISON APPROACH

Using this technique, the property value is indicated by comparing the subject
to similar, nearby properties which have recently been sold. Essentially, the
procedure is to gather bona fide, recent,

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 92


                        THE VALUATION PROCESS (Continued)

arm's length sales of comparable properties and compare the most important
characteristics of the sales to the subject. Adjustments are then made from the
comparable properties to the subject property for differences such as location,
date of sale, terms of financing, and physical characteristics, etc. Attaining
data with a high degree of comparability is most important when this technique
is utilized. The reliability of this technique is dependent upon the
availability of comparable sales data, the verification of the sales data, the
degree of comparability and extent of adjustment necessary for differences, and
the absence of non-typical conditions affecting the individual sales prices.

The comparable sales data has been analyzed by the sale price per square foot of
building area achieved by the properties with an analysis of the price per unit
employed as a check on the reasonableness of the conclusion so derived.

THE COST APPROACH

This method estimates the replacement or reproduction cost of the improvements,
less the estimated depreciation (physical, functional, economic), plus the
estimated Market Value of the land, in order to arrive at a value indication.
This approach is based on the premise that an informed purchaser would pay no
more for a property than the cost of constructing a building of similar utility
and condition. As developable bulk and density directly impact the value of the
underlying land, the magnitude of adjustments and degree of subjectivity
pertaining to the inclusion of air rights and determining an appropriate level
of entrepreneurial profit may render any conclusion so based as suspect.

Although a Cost Approach to value was not performed, elements germaine to this
technique were incorporated into our analyses where appropriate.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 93


                        THE VALUATION PROCESS (Continued)

RECONCILIATION AND FINAL ESTIMATE OF VALUE

A final step in the appraisal process is the reconciliation of the value
indications. In the reconciliation or correlation, the appraiser considers the
relative applicability of each of the three approaches, examines the range
between the value indications, and places major emphasis on the approach that
appears to produce the most reliable solution to the specific appraisal problem.
The purpose of the appraisal, the type of property, and the adequacy and
reliability of the data are analyzed, and appropriate weight is given to each of
the approaches to value.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 94


THE INCOME CAPITALIZATION APPROACH

The Discounted Cash Flow technique has been employed in order to estimate the
present value of the subject property operating as a multi-family residential
rental apartment investment property participating in the 421-g real estate
tax exemption and abatement program.

ASSUMPTIONS UTILIZED IN DISCOUNTED CASH FLOW ANALYSIS

Each cash flow consists of the projected revenue received from the rental of the
apartments with the expenses associated with the operation of the subject
property deducted. The income and expenses relating to the continued operation
of the subject property are projected throughout the balance of the anticipated
investment period, debiting expenses from effective gross income results in a
projection of annual net operating income over a typical investor holding
period. Discounting the annual cash flows at an appropriate yield rate indicates
an estimate of present value.

Many investors in income producing properties make a forecast of the first
year's net operating income as well as net operating incomes and cash flows over
a period of time ranging from 10 to 20 years. The cash flow forecast is used to
determine a purchase price which will justify the degree of risk inherent in the
proposed investment. The major tasks involved are outlined as follows:

1.    Establish market rents for the residential apartment units. Location,
      building age, room sizes, apartment layouts, building height, views, and
      services have been considered;

2.    Project growth rate of rent levels;

3.    Estimate the absorption rate for apartments;

4.    Project future operating expenses, real estate taxes and management fees
      based upon an analyses of the actual operating experience at comparable
      properties;

5.    Derive the most probable net operating income on an annual basis by
      subtracting all operating and real estate tax expenses from the effective
      gross rent estimates.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 95


THE INCOME CAPITALIZATION APPROACH (Continued)

6.    Estimation of a resale price of the subject property at the end of the
      projection period by capitalizing the forecasted net income at an
      appropriate capitalization rate.

7.    Determine the yield rate (internal rate of return) which would attract
      prudent investors to invest in similar situations with comparable degree
      of risk, non-liquidity and management burden;

8.    Conversion of the pre-tax cash flows and resale price of the subject
      property into a present value by discounting at the appropriate rate.

Based upon the methodology previously discussed and the revenue and expense
projections which follow, we have projected revenues and expenses through the
forecasted holding period to process an Income Capitalization Approach to value.
The important underlying assumptions are as follows.

SUMMARY OF ASSUMPTIONS

TIME FRAME

We have formulated an 11-year forecast so as to incorporate the 421-a real
estate tax program benefits and the conversion of any remaining rent regulated
units to market-rate status upon their vacancy after the 421-a program benefits
expire in the 2000/01 fiscal year. Cash flows begin on September 1, 1996. The
reversion price is based on the net operating income forecasted for the 11th
year of the projection period.

POTENTIAL GROSS INCOME

The Potential Gross Income is the total potential income attributable to the
subject property at full occupancy before operating expenses are deducted. As
previously discussed, the subject property contains 478 residential rental
units, a commercial component and a garage component, as well as minor sources
of revenue generation. The potential gross income for the various components was
presented in the Summary of Leases and the Rental Income Analysis sections of
this report.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 96


                 THE INCOME CAPITALIZATION APPROACH (Continued)

GROSS RESIDENTIAL INCOME: The potential gross income contribution from the 478
rentable apartments comprising the residential component has been determined to
the $10,514,688 for the 9/96 - 8/97 fiscal year.

RESIDENTIAL RENT INCREASES: As discussed, residential developments that receive
benefits, from the city's J-51 or 42l-a real estate tax abatement and/or
exemption program will be subject to Rent Stabilization guidelines. A review of
the allowable DHCR rent increases for the past 10-year period illustrates an
overall increase rounded to 3.0% per year, a rate similar to the CPI growth rate
for the same period as published by the Department of Labor, Bureau of Labor
Statistics. Based on the preceding, this analysis will assume that the
residential rent increases an average of 3.0% per year throughout the term of
the projection period.

ADDITIONAL RENT ALLOWABLE UNDER 421-a PROGRAMS: To further induce an owner of
a qualifying residential property to participate in the 421-a program and to
allow DHCR regulation of the tenancy, the DHCR permits the owner to charge an
additional 2.2% of the tenant's base rent as additional rent upon the tenant
signing a renewal or initial lease during the term of the 421-a benefits during
the period of declining benefits. For 10-year program benefits, the additional
rent commences with the initial renewal leases in the 2nd year of the program.
As such, an owner is entitled to impose a total of 9 such 2.2% increases over a
unit's base rent prior to the declination of benefits during the remaining term
of the 10-year 421-a benefits. This additional rent income is additive, not
cumulative and terminates with the expiration of 421-a program benefits and the
attendant DHCR regulation.

Based on client-provided material, the base figure for calculating the
additional rent is rounded to $77,000 (based on the rent roll data reviewed and
adjusted to the 1992/93 fiscal year as the initial year of additional rent
income). The additional rent is estimated to be $397,833, for average of $1.17

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 97


                 THE INCOME CAPITALIZATION APPROACH (Continued)

per square foot of rentable residential area. Subsequent to the termination of
the 421-a benefits in the 5th year of the model, the additional rent component
is projected to be eliminated coincident with the attrition of units from DHCR
regulation to decontrolled status.

TURNOVER LEASING: As discussed in the Residential Market Analysis section, unit
turnover will average 40.0% per year. Coincident with the termination of DHCR
rent restriction, the rent stabilized attrition rate is forecasted to slow to
33.3% per year. This equates to a fully decontrolled residential component by
the 2003/04 fiscal year. The turnover figure is used for leasing commission
calculations and for the conversion to market rent of the rent stabilized
apartments upon expiration of the 421-a benefits and the coincident termination
of rent regulations upon unit turnover.

COMMERCIAL COMPONENT INCOME: As presented in the Summary of Leases and the
Rental Income Analysis sections, the commercial component is estimated to
generate $854,035 as base rent adjusted to coincide with the 9/96 - 8/97 fiscal
year. Additionally, the escalation income of $13,646 will be processed. Upon
lease renewal during the 2000/01 fiscal year, the office component is projected
to generate an average base rent of $33.76 per square foot (given the current
indicated average Market Rent of $30.00 per square foot grown by a 3.0% annual
inflation factor). Renewal leases are based on a 10-year term with escalation
income calculated on a prorata basis over the base year. Subsequent to the
initial lease, the base rents have been processed with an annual 3.0% increase.
A 60% speculative renewal rate with a 3-month marketing period and a 2-month
free rent period for re-marketed space was processed at the renewal probability
rate.

Based on the expiration date, the retail component is not anticipated to
turnover during the projection period.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 98


                 THE INCOME CAPITALIZATION APPROACH (Continued)

GARAGE COMPONENT INCOME: Based on the data presented within the Summary of
Leases and the Rental Income Analysis section, the contract garage rent of
$430,726 for the 9/96 - 8/97 fiscal year will be adopted and processed.
Additionally, the $56,418 real estate tax escalation income will be processed
for a total garage component income of $487,144 for the 9/96 - 8/97 fiscal year.

HEALTH CLUB MEMBERSHIP: A review of the client-provided data and projected
operating budget indicates health club membership income of $165,000 for the
1996/97 fiscal year. This equates to an average amount of approximately $345 per
residential apartment. The budgeted amount is consistent with the historical
health club income data analyzed and will be adopted for the cash flow model.
This amount has been grown by the inflation factor throughout the holding
period.

VALET: As discussed in the Summary of Leases section, the area leased to Carlton
Cleaners is indicated to generate $12,000 for the 9/96 - 8/97 fiscal year. This
amount has been adopted and grown by the annual inflation factor throughout the
holding period.

LAUNDRY: The laundry facilities are leased to CoinMach, Inc., a concessionaire.
Client-provided data indicates that a new 5-year lease at a rent of $70,000 per
year was recently signed. This rent equates to $12.18 per apartment for the
entire 479-unit count. Market parameters indicate that laundry concession leases
typically range from $8.00 to $14.00 per apartment per month. As the contract
rent is supported it will adopted for the cash flow. At the expiration of the
lease term, a new rent based on the current rent grown by the annual inflation
factor will be processed. That rent will be processed with steps of 3.0% per
year through the remainder of the projection period.

MISCELLANEOUS: Miscellaneous income refers to other fee and interest income
typical to multi-family rental operations, with service income generated by
housekeeping activities. Additionally, consideration was given to early lease
termination and late fee income. Based on our review of

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                       Page 99


                 THE INCOME CAPITALIZATION APPROACH (Continued)

comparable rental property operating statements, other income ranges from about
$125 to $675 per apartment, depending on the level of services offered and/or
recoverable landlord/tenant legal fees. Given the tenant profile and level of
services scheduled to be offered, other income of $125 per apartment is
considered appropriate. This equates to a rounded amount of $59,900 in
miscellaneous income based on the 478 rental apartments and superintendent's
unit.

VACANCY AND CREDIT LOSS: Stable residential properties within the influencing
market typically experience a vacancy and collection loss of around 3.0%. A
brief survey of the immediate and surrounding communities has indicated that
there is a strong demand for quality, rent-regulated housing with typical rental
buildings experiencing similar low vacancy rates. As a result, turnover usually
results in very near immediate re-leasing. However, a large majority of the
rents at the subject property are at market levels, suggesting a higher degree
of risk. Our conversations with representatives of the luxury multi-family
rental properties indicated that approximately 25% to 50% of the apartments
turnover per year. The forecasted 40% turnover rate equates to a vacancy rate
rounded to 3.3%, assuming that turnover apartments are re-let within 1 month.
Although DHCR limits annual rent increases, the units are indicated to be at
market-oriented levels. As such, a credit loss factor of 1% to 2% is considered
adequate to counter the rent collection risk presented by the nominal leasehold
position. Therefore, a combined vacancy and credit loss rounded to 5.0% will be
applied to the gross potential residential rent component of the cash flow
model.

As retail opportunities slowly strengthen, vacancies are expected to tighten as
demand increases. Typically, retailing in the area is performed by non-credit or
regionally-based merchants. Based on the offerings researched and general level
of vacancies noted for the immediate area, an average vacancy and credit loss of
5.0% is appropriate for the retail component of the subject property. This
combined rate is considered to adequately reflect the subject property's
influencing environment. Similarly, the commercial office market is showing
signs of continued recovery. Based on the success

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 100


                 THE INCOME CAPITALIZATION APPROACH (Continued)

of the Worldwide Plaza complex, the low office vacancy rate in the immediate
area and the good quality space offered at the subject property, a 5.0% vacancy
and credit loss factor will be applied to the office income.

No vacancy or credit loss was factored for the garage component, valet, laundry
concession or miscellaneous income contributions.

OPERATING EXPENSE ANALYSIS

We have reviewed the client-provided historical expense report and the 1996/97
operating budget. Where appropriate, emphasis was placed on the budget
information. The expenses indicated for the subject property were compared to
recent actual and budgeted expenses from multi-family rental properties within
the HMSA to gauge the reasonability of the expense levels submitted. These
expense comparable summaries and the operating budget are presented in the
tables on the following pages.

OPERATING EXPENSES: The expense analysis which follows will determine a
reasonable expense budget for the operation of the subject property as a
residential rental investment property. The inflationary cost factor for all
operating expenses is estimated to be 3.0% per year. This rate of inflation is
supported by historical Consumer Price Index (CPI) material published by the
U.S. Department of Labor, Bureau of Labor Statistics, Middle Atlantic Region
Office. Data reviewed exhibits annual CPI changes (tracked on a monthly basis)
ranging from 2.0% to 7.0% for 1990 through the last quarter 1996, with recent
months demonstrating annualized CPI changes at the lower-end, or from 2.6% to
2.9%.

As the growth rate is supported by the CPI data and investor inflation
expectations (as illustrated within various surveys), the 3.0% annual inflation
factor will be adopted. Thus, except where noted, an 11.0% adjustment factor has
been applied to the 1994 expenses and an 8.0% adjustment factor

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 101


                 THE INCOME CAPITALIZATION APPROACH (Continued)

has been applied to the 1995 expenses so as to estimate expenses coinciding with
the 9/96 - 8/97 fiscal year. No offset was applied to the client's 1996/97
budgeted expenses.

                                 THE RITZ PLAZA
                   HISTORICAL AND BUDGETED OPERATING EXPENSES

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                  1995                  Budget
                                  1993                   1994               Annualized                 1996/97
Line Item                       Amount  per Sq.Ft.     Amount   per Sq.Ft.      Amount  per Sq.Ft.      Amount   per Sq.Ft.
- ----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>    <C>              <C>     <C>             <C>     <C>              <C>  
Payroll                       $744,475      $1.59  $  830,966       $1.77   $  803,419      $1.71   $  878,735       $1.87
Fuel                            93,600       0.20      99,593        0.21       97,887       0.21      137,500        0.29
Utilities                      227,609       0.49     214,399        0.46      216,003       0.46      178,439        0.38
Water and Sewer Rent            58,185       0.12      64,681        0.14       77,383       0.16       88,851        0.19
Repairs and Maintenance        343,674       0.73     313,402        0.67      334,647       0.71      483,000        1.03
Management                     387,943       0.83     395,081        0.84      380,000       0.81      300,933        0.64
Insurance                       94,966       0.20      75,408        0.16       75,922       0.16       97,782        0.21
Administrative                 200,408       0.43     221,155        0.47      277,623       0.59       27,380        0.06
Professional                   512,348       1.09      91,773        0.20      146,803       0.31       35,250        0.08
Leasing and Marketing          683,551       1.46     428,977        0.91      527,724       1.12       75,000        0.16
Health Club                     83,870       0.18     107,879        0.23      131,119       0.28       40,000        0.09
Reserves                             -          -           -           -            -          -       26,025        0.06
Miscellaneous                   74,212       0.16      38,815        0.08      101,487       0.22       16,450        0.04
                            ----------      -----  ----------       -----   ----------      -----   ----------       -----
Total Operating Expenses    $3,504,841      $7.47  $2,882,129       $6.14   $3,170,017      $6.76   $2,385,345       $5.08
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: 0wner-provided material; Compiled by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

                                 THE RITZ PLAZA
                               COMPARABLE PROPERTY
                               OPERATING EXPENSES

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                           The Brittany             Key West     Normandie Court II           The Barclay         Carnegie Park
                       1775 York Avenue  750 Columbus Avenue   205 East 95th Street      1755 York Avenue  200 East 94th Street
                    36-story Built 1994  12-story Built 1986    33-Story Built 1987   37-Story Built 1984   30-Story Built 1992
                              271 Units            206 units              382 Units             329 Units             460 Units
                         297,240 Sq.Ft.       280,000 Sq.Ft.         329,850 Sq.Ft.        322,900 Sq.Ft.        425,239 Sq.Ft.
                            1995 Budget          1995 Actual            1994 Actual           1994 Actual           1994 Budget
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                    <C>                   <C>                   <C>  
Payroll                           $2.35                $1.68                  $1.57                 $2.23                 $2.19
Fuel                               0.28                 0.14                   0.21                  0.28                  0.28
Utilities                          0.48                 0.39                   0.25                  0.44                  0.49
Water and Sewer                    0.21                 0.06                   0.28                  0.25                  0.20
Repairs and Maintenance            0.91                 0.68                   0.99                  1.01                  1.22
Management                         0.46                 0.29                   0.36                  0.67                  0.66
Insurance                          0.20                 0.13                   0.27                  0.21                  0.15
Professional Fees                  0.19         Not Reported                   0.14                  0.15                  0.14
Administrative                     0.25                 0.12                   0.39                  0.29                  0.23
Security                           0.32         Not Reported                   0.93                  0.29                  0.58
Health Club                        0.27         Not Reported           Not Reported                   NA                   0.51
Leasing Expense                    0.30                 0.16                   0.32                  0.71          Not Reported
Miscellaneous              Not Reported         Not Reported                   0.14          Not Reported          Not Reported
                           ------------         ------------           ------------          ------------          ------------
per Sq.Ft.                        $6.22                $3.65                  $5.85                 $6.53                 $6.65

per Unit translation
Payroll                          $2,574               $2,283                 $1,356               $2,189                $2,025
Fuel                                310                  190                    181                  275                   259
Utilities                           524                  530                    216                  432                   453
Water and Server                    229                   82                    242                  245                   185
Repairs and Maintenance           1,001                  924                    855                  991                 1,128
Management                          509                  394                    311                  658                   610
Insurance                           221                  177                    233                  206                   139
Professional Fees                   203                                         121                  147                   129
Administrative                      277                  163                    337                  285                   213
Security                            351                   -                     803                  285                   536
Health Club                         297                   -                      -                    -                    471
Leasing Expense                     332                  217                    276                  697                    -
Miscellaneous                        -                    -                     121                   -                     -
                                 ------               ------                 ------               ------                ------
per Unit                         $6,827               $4,961                 $5,051               $6,409                $6,147
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Building size estimated as gross above-grade area.
Source: Field survey and financial statements provided by the respective
management companies; Compiled by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 103


                 THE INCOME CAPITALIZATION APPROACH (Continued)

As addressed within the following narrative, selected comparable properties
were analyzed on a per square foot of above-grade building area basis, which
were illustrated in the table presented on the preceding page. After a
comparative analysis of the expenses projected for the subject property and
selected properties similar to the subject, we prepared a forecast of the 9/96 -
8/97 fiscal year expenses. In order to quantify the noted expenses, each item
will be addressed separately.

PAYROLL: According to the client-provided material, the budgeted expense for
staffing, including payroll taxes, union and other benefits, vacation pay, sick
pay and bonuses is estimated to be $878,735, which equates to $1.87 per square
foot. This expense reflects the building staff for 24-hour doorman/concierge
service, janitors, handyperson and the superintendent for this rental property,
as well as supplemental security and health club personnel. Adjusting the
budgeted amount for part-time security and for the health club staffing (both
discussed in following paragraphs), the resulting payroll amount is $737,171, or
$1.57 per square foot. This figure is directly supported by the range of payroll
expense illustrated by the comparable properties.

The payroll figure is based on the current labor contract with the local union.
Based on the scheduled expiration of the current contract rates during April
1997, the $737,171 figure will be grown by the inflation factor to account for
an anticipated wage and benefits increase. The resulting amount is rounded to
$744,500, or $1.59 per square foot for the 9/96 - 8/97 fiscal year.

FUEL: The historical fuel expense has been static at $0.20 to $0.21 per square
foot for the 1993 through annualized 1995 reporting period. The budgeted fuel
expense of $0.29 per square foot is based on a 500 gallon annual consumption per
apartment at the prevailing price of approximately $0.57 per gallon for No. 6
fuel oil. This amount is supported by the array of fuel expense noted for the
comparable properties. The budgeted fuel amount will be increased by a sales tax
factor and rounded to an amount of $148,800, or $0.32 per square foot for the
9/96 - 8/97 fiscal year.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 104


                 THE INCOME CAPITALIZATION APPROACH (Continued)

UTILITIES: Included in this amount is the cost of cooking gas for all apartments
(including the superintendent's apartment) and natural gas for the building's
laundry facilities. Additionally, the cost of electricity for the public halls,
elevators and allocated amounts for the laundry machines and various other pumps
and machinery is included. The budgeted utilities expense for the subject
property equates to $0.38 per square foot, a figure below the historical amounts
of $0.46 to $0.49 per square foot noted for the subject property. As the subject
property has upgraded the public area lighting fixtures to accommodate the
highly efficient florescent bulbs, the utilities expense is appropriately lower.
Additionally, the range of utilities expense exhibited by the comparable
properties directly supports the budgeted amount. As the budgeted amount is
based on the actual 1995 figures, it will be adopted and grown by the inflation
factor to a rounded amount of $187,400, or $0.40 per square foot for the 9/96 -
8/97 fiscal year.

WATER AND SEWER: This charge refers to direct-metered water consumption and
sewer rent charges for the apartments, as well as for the common areas. The
comparable properties exhibit water and sewer expense ranging from $0.06 to
$0.28 per square foot. These amounts directly support the budgeted water and
sewer expense noted for the subject property. As such, the budgeted amount will
be adopted and rounded to an amount of $88,900, or $0.19 per square foot for the
9/96 - 8/97 fiscal year.

REPAIRS AND MAINTENANCE: As a rental property, this category not only includes
the repair, service contracts and maintenance of items such as the elevators,
boiler, plumbing, electrical system, communication equipment, exterminating,
grounds maintenance, janitorial supplies and painting of common areas, but also
includes repairs within the individual apartments and the periodic painting of
the apartment interiors. The repairs and maintenance expense figures for the
subject property and those of the comparable properties are presented with the
supplies, service contracts and decorating expenses as part of the repairs and
maintenance category. The subject property's budgeted repairs

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 105


                 THE INCOME CAPITALIZATION APPROACH (Continued)

and maintenance expense of $483,000 equates to $1.03 per square foot, a figure
well within the range of repairs expense illustrated by the comparable rental
properties. The upper end of the range is dominated by luxury Upper East Side
rental facilities, offering a superior level of service, grounds maintenance and
housekeeping. Based on the significantly smaller common area requirements and
lack of landscaping for the subject property, the budgeted repairs and
maintenance amount will be based on the market-oriented rate of $1.00 per square
foot of above-grade building area, or $469,300 for the 9/96 - 8/97 fiscal year.
This amount is considered sufficient to maintain a competitive level of
housekeeping for the common areas (including the health club) and to provide for
the periodic painting and upkeep of the unit interiors.

MANAGEMENT: As a rental property, fees for management services can be by
contract rate or as a function of the revenues produced by the property, usually
between 2.0% and 5.0% of the residential effective gross income (collections).
Applying an amount towards the lower end of the range, or a fee based on 2.5% of
the effective gross income, equates to a management fee rounded to $299,600, or
$0.64 per square foot for the 9/96 - 8/97 fiscal year. As the 2.5% rate and the
derived expense per square foot figure are supported by the comparable
properties, the management fee based on 2.5% of collections will be adopted for
the cash flow model.

INSURANCE: Insurance includes fire, liability, theft, boiler, exclusive of the
premiums paid to employee benefit plans. The subject property indicates a
budgeted insurance expense of $97,782, or $0.21 per square foot. This amount is
supported by the comparable properties, which range from $0.13 to $0.27 per
square foot. Based on the age of construction, level of service, amenities and
projected tenant profile, most emphasis is placed on the budgeted amount as it
reflects current competitive bidding. The budgeted insurance expense will be
adopted and rounded to $97,800, or $0.21 per square foot for the 9/96 - 8/97
fiscal year.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 106


                 THE INCOME CAPITALIZATION APPROACH (Continued)

ADMINISTRATIVE: The forecast for this category covers a multitude of expenses
incidental to a residential property such as contingencies, administrative,
license and permits and miscellaneous items which are not included under repairs
and maintenance. The historical amounts for the subject property reflect
administrative expense translating to a range from $0.43 to $0.59 per square
foot, amounts significantly higher than the $0.06 per square foot budgeted for
the 1996/97 period. Translated to a per unit basis, the expenses range from $163
to $337 for various levels of administrative responsibility (e.g., low income
housing tax credit program compliance). Based on the tenant profiles and
anticipated level of services for the subject property, an administrative
expense towards the middle of the market-oriented range, or from $225 to $275
per unit will be adopted. Applying an averaged amount rounded to $250 per unit
to the 479 occupied units (including the superintendent's unit) equates to an
administrative expense rounded to $119,800, or $0.26 per square foot for the
9/96 - 8/97 fiscal year.

PROFESSIONAL FEES: This category includes engineering, consulting, accounting
fees and non-recoverable legal fees. The budgeted expense of $35,250, or $0.08
per square foot is directly (albeit at the low end) supported by the range of
professional fee expense noted for comparable properties. However, based on the
mixed-use complexity of the subject property and high turnover rate, the amount
of non-recoverable legal fees is anticipated to be slightly higher than at the
comparable properties. As such, a market-oriented professional fees expense
based on an amount rounded to $125 per unit will be adopted. Applying the
average amount to the 479 occupied units (including the superintendent's unit)
equates to a professional fee expense rounded to $59,900, or $0.13 per square
foot for the 9/96 - 8/97 fiscal year.

LEASING AND MARKETING EXPENSE: As previously discussed, 40% of the units will
turnover during a 12-month period. Although the current environment favors the
landlord and leasing commissions are generally borne by the tenant, the cyclical
nature of real estate and the length

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 107


                 THE INCOME CAPITALIZATION APPROACH (Continued)

of the projection period warrants an inclusion of residential leasing expenses.
Based on typical leasing expenses, as discussed with representatives of
Feathered Nest, the Corcoran Group and Douglas Elliman, a leasing expense equal
to 1/2-month's rent per apartment leased is considered to appropriately reflect
the historical cost of leasing luxury residential rental properties. As such, a
residential leasing expense based on 50.0% of the residential unit rent per
month at a 40.0% attrition rate will be incorporated into the cash flow model.

Leasing expenses associated with the commercial office space is based on a
generally accepted commission schedule. This equates to a commission of 32.0% of
the initial year's rent for a 10-year lease posted in the year of the lease
signing. Based on the prevailing average Market Rent of $33.76 per square foot
for the 22,086 square foot area and the 60.0% speculative renewal probability
discussed, a leasing expense of $95,440 is indicated.

Additionally, an amount for tenant work to improve the office space will be
factored. Based on a $40.00 per square foot work letter (as described by local
market professionals familiar with the area's Class "B" office market) grown by
the annual inflation factor to the date of lease renewal and the 60.0%
speculative renewal rate, a potential offset for tenant improvements ("TI") of
$397,728 is indicated for the 2000/01 fiscal year.

This equates to an amount of $493,168 as the commercial leasing and marketing
expense associated with the speculative lease renewals anticipated for the
2000/01 fiscal year. This amount will be added to the leasing and marketing
amount calculated for the residential component for that fiscal year period.

The following table illustrates these calculations.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 108


                 THE INCOME CAPITALIZATION APPROACH (Continued)

                CALCULATION OF TI AND COMMERCIAL LEASING EXPENSE

           ---------------------------------------------------------------
               14,724  Sq.Ft.
                7,362  Sq.Ft.
             --------                                               
               22,086  Total Commercial Office Sq.Ft.
               $45.02  Current TI at renewal date (inflated)
             --------                                               
             $994,320  Potential TI for new leases
                40.0%  at Speculative Renewal Probability of 60%, the 40% 
             --------  factor is used (1 - 0.60)
             $397,728  TI calculated for cash flow
                       
               14,724  Sq.Ft.
                7,362  Sq.Ft.
             --------                                               
               22,086  Total Commercial Office Sq.Ft.
               $33.76  Current Market Rent at renewal date (inflated)
             --------                                               
             $745,623  Potential Gross Commercial Income at Market Rent
                32.0%  Standard office leasing commission factor for 
                       10-year lease
             $238,599  Potential commission liability for new leases
                40.0%  at Speculative Renewal Probability of 60%, the 40% 
             --------  factor is used (1 - 0.60)
              $95,440  Office commissions calculated for cash flow

             $397,728  TI calculated for cash flow
              $95,440  Office commissions calculated for cash flow
             --------                                               
             $493,168  Total TI and office commissions for cash flow
             --------                                               
           ---------------------------------------------------------------

                           Source: Computations by KTR

HEALTH CLUB: The budgeted expenses for the operation of the on-site health club
did not include the payroll and benefits for the staff. As discussed, those
amounts will be incorporated into the health club line item in the following
proforma. Adopting the $40,000 budgeted for the health club operations and
adding the $114,400 payroll for staffing plus an amount equal to 12.5% for
payroll taxes (based on client-provided figures), equates to a health club
expense rounded to $168,100, or $0.36 per square foot. This amount is directly
supported by the range of health club expense noted for the comparable
properties and, as such, will be adopted for the 9/96 - 8/97 fiscal year.

SECURITY: The subject property does not have a budgeted line item expense for
security services. However, provision was made within the budgeted payroll line
item for a supplemental security component. Given the staffing level previously
discussed, a supplemental security detail is considered warranted. Additionally,
some of the competing facilities cited within the Residential Market Analysis

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 109


                 THE INCOME CAPITALIZATION APPROACH (Continued)

section of this report have a security detail. The comparable properties all
indicate an amount for security. The Upper East Side location for the Barclay
provides security to enhance its marketability. As such, it may not necessarily
connote a safety concern as much as a marketing mechanism to promote
exclusivity. Carnegie Park and the Brittany, 80/20 rental facilities located at
East 94th and 92nd Streets, respectively, have security line item expenses. The
range for this expense is from $0.29 to $0.93 per square foot. Given the
proposed staffing and supplemental roving street patrols provided by the BID, a
part-time security component may be adequate. Based on a contract service of
approximately $9.00 per hour for a typical 8-hour shift for 6 days per week, a
security expense rounded to $25,000, or $0.05 per square foot is indicated. As a
part-time security presence is considered warranted, the expense will be adopted
for the 9/96 - 8/97 fiscal year.

RESERVES: This category affords a budget to provide for the replacement of
short-lived items necessary to maintain the habitability of the apartments.
Items such as kitchen appliances and cabinets, bathroom fixtures and tiling,
flooring repairs, and public elements such as the roof and hallway carpeting are
included. An annual contribution to reserves averaging $200 per apartment, plus
an amount rounded to $5,000 as reserves for the commercial unit (at $0.15 per
square foot and including potential reserves for the adjacent theater) are
considered sufficient to maintain the high quality levels necessary to remain
competitive with the rental properties in the influencing market. The reserves
figure is rounded to $100,800, or $0.21 per square foot and will be adopted for
the 9/96 - 8/97 fiscal year.

MISCELLANEOUS: This category contains minor expenses necessary for the operation
of a rental facility and typical expenses include holiday decorations,
entertainment and gratuities. The operating budget illustrates a $16,450, or
$34.34 per unit miscellaneous expense line item. Only 1 of the comparable
properties reported a miscellaneous expense. As the previous expenses are
considered to be comprehensive, most emphasis will be placed on the budgeted
expense. The budgeted figure

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 110


                 THE INCOME CAPITALIZATION APPROACH (Continued)

will be based on a market-oriented amount rounded to $35.00 per unit. This
equates to $16,765,or $0.04 per square foot. In addition, a miscellaneous
expense associated with the Times Square Improvement District BID rounded to
$35,000 per year will be included in this line item. As such, the aggregate
miscellaneous expense is rounded to $51,800, or $0.11 per square foot for the
9/96 - 8/97 fiscal year.

REAL ESTATE TAXES: Real estate taxes will be processed as discussed within the
Real Estate Tax Assessment and Analysis section of this appraisal. The real
estate tax liability for the first 5 years of the projection period is based on
the 421-a program guidelines and assumptions previously discussed. Thereafter,
application of an assessor's method which calculates the real estate tax
liability at 21.0% of the effective gross income will be processed.

OPERATING EXPENSE SUMMARY: Based on the foregoing, the total projected
stabilized operating budget for the 9/96 - 8/97 fiscal year has been estimated
to be $5,253,937, or $11.20 per square foot. Without the unabated real estate
tax burden (estimated at 21.0% of the effective gross income), the stabilized
operating expenses equate to $5.84 per square foot. This measurement method
suggests conformity with the market data from the comparable properties when
adjustments for reserves and inflation are made.

The stabilized operating proforma based on the previous discussions is presented
on the following page.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 111


                 THE INCOME CAPITALIZATION APPROACH (Continued)

                                 THE RITZ PLAZA
             STABILIZED OPERATING PROFORMA: 9/96 - 8/97 FISCAL YEAR

   --------------------------------------------------------------------------
        INCOME
        Residential Gross                                   $10,514,688
        421-a Income                                            397,833
        Vacancy and Credit Loss                     5.0%       (545,626)
                                                            -----------
        Effective Gross Residential Income                  $10,366,895

        Commercial Base Rents                                  $854,035
        RE Tax and Operating Escalation                          13,646
        Vacancy and Credit Loss                     5.0%        (43,384)
                                                            -----------
        Effective Gross Commercial Income                      $824,297

        Garage (includes R.E. Tax Escalation)                  $487,144
        Health Club Membership                                  165,600
        Valet                                                    12,000
        Laundry                                                  70,000
        Miscellaneous                                            59,900
                                                            -----------
        Effective Gross Income                              $11,985,836

        EXPENSES                               per Sq.Ft.
        Payroll                                    $1.59       $744,500
        Fuel                                        0.32        148,800
        Utilities                                   0.40        187,400
        Water and Sewer                             0.19         88,900
        Repairs and Maintenance                     1.00        469,300
        Management                                  0.64        299,600
        Insurance                                   0.21         97,800
        Administrative                              0.26        119,800
        Professional                                0.13         59,900
        Leasing and Marketing                       0.37        175,200
        Health Club                                 0.36        168,100
        Security                                    0.05         25,000
        Reserves                                    0.21        100,800
        Miscellaneous                               0.11         51,800
        Unabated Real Estate Taxes                  5.36      2,5l7,026
                                                  ------    -----------
        Total Operating Expenses                  $11.20     $5,253,926

        Net Operating Income                      $14.35     $6,731,911
        Expense Ratio                                             43.8%
   --------------------------------------------------------------------------

Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 112


                 THE INCOME CAPITALIZATION APPROACH (Continued)

The subject property's expenses are considered consistent with those exhibited
by the comparable properties. This level of expense is considered reasonable and
represents the subject property's location, particular demographics, level of
services and scheduled physical condition. The operating budget expense suggests
an expense ratio of 43.8% when the unabated tax liability is applied. Typically,
multi-family rental facilities operate at expense ratios of between 40% and 60%
of the effective gross income. This suggests that the subject property is
operating with an artificially enhanced income capability due to the favorable
real estate tax benefits generated by the 421-a program. The balance of the
subject property's expenses are well supported as they are consistent with
market driven data.

DISCOUNTED CASH FLOW VALUATION

Value is calculated by discounting the 10-year projected net proceeds of the
property at an appropriate discount rate. The discount rate is defined by the
Appraisal Institute as "a rate of return on capital used to convert future
payments or receipts into present value." The use of this rate results in a net
present value of a particular property when it is applied to a given income
stream and reversion.

This rate is determined by investors based upon the relative risk of a
particular investment in relation to other investment vehicles. Recent published
surveys of major investors' criteria have indicated that desired IRRs are
declining and generally range from 10.5% to 13.0% for residential apartment
buildings with the higher end of the range representing riskier, older
properties. The following data is a compilation of various surveys of the
nation's leading life insurance companies, real estate advisors, investors,
investment banking firms, and pension fund advisors which provides guidelines
currently being utilized in the market. The following table summarizes the
highlights of these reports for the category of apartment buildings.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 113


                 THE INCOME CAPITALIZATION APPROACH (Continued)

                                 INVESTOR SURVEY
                               SECOND QUARTER 1996

      --------------------------------------------------------------------
                                                               Range
      --------------------------------------------------------------------
        Internal Rate of Return                             10.0%-12.5%

        Overall Capitalization Rate                          7.5%-10.5%

        Terminal Capitalization Rate                         8.0%-10.5%

        Annual Revenue Growth Rate                           0.0%-5.0%

        Annual Expense Growth Rate                           3.0%-5.0%
      --------------------------------------------------------------------

                            Source: Compiled by KTR

The preceding table summarized the highlights of these reports for the category
of apartment buildings.

SELECTION OF AN INTERNAL RATE OF RETURN

The consensus of those actively engaged in the marketplace for apartment
buildings is that internal rates of return (based upon forecasting techniques
and assumptions similar to those utilized herein) fall within a broad range,
depending upon numerous risk factors including, among others:

(a)   LOCATION: the better the location the lower the IRR;

(b)   PHYSICAL CHARACTERISTICS OF THE SUBJECT PROPERTY: the newer the property,
      the higher the quality of construction and finishes, and the better the
      design and layout of the physical plant, the lower the IRR;

(c)   DEGREE OF FORECASTED CASH FLOW GROWTH: the greater the growth forecasted,
      the higher the IRR;

(d)   AMOUNT OF EQUITY INVESTMENT REQUIRED: the greater the required equity
      investment (that portion of the total acquisition cost not typically
      funded by conventional financing), the higher the IRR;

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>
                                                                  
The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 114


                 THE INCOME CAPITALIZATION APPROACH (Continued)

(e)   LENGTH OF PROJECTION PERIOD: the longer the projection period, the higher
      the IRR; and

(f)   TYPE OF INVESTMENT: the riskier the perceived return on investment for a
      particular type of real estate, the higher the IRR.

In our opinion, due to the subject property's: (a) location within a less
established residential neighborhood; (b) age of construction; (c) the
scheduled termination of DHCR regulation coincident with the expiration of the
421-a program benefits; and (d) high occupancy levels exhibited at competing
market rate residential facilities, with the anticipated continued demand for
well-priced housing opportunities, we believe a pre-tax yield rate of 11.0% is
appropriate for this investment.

TERMINAL CAPITALIZATION RATE: The terminal capitalization rate is applied to
the net operating income estimated for the year following the end of the holding
period so as to derive a value associated with the reversionary position. Part
of this valuation is a measure of confidence in the continued acceptance of the
subject property's overall design and its location within the influencing
Manhattan housing market over the 10-year holding period to maintain a
competitive position within the rental market and conversion potential to
condominium ownership. Based upon the survey discussed, a rate of 8.5% is deemed
appropriate and will be processed in conjunction with the 11.0% discount rate
and growth rates discussed.

REVERSIONARY VALUE: The reversionary value has been calculated by capitalizing
the 1lth year net operating income at the terminal capitalization rate of 8.5%.

SALES COMMISSION: The current commercial brokerage commission is typically 1.0%
to 3.0% of the transaction price; however, this commission becomes negotiable
with the larger, higher profile properties. In our analysis, a 2.0% sales
commission of the future resale is estimated.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 115


                 THE INCOME CAPITALIZATION APPROACH (Continued)

TRANSFER TAXES: The New York State and City recording transfer taxes totaling
3.025% of the reversionary value have been deducted. This tax rate reflects
current rates and has not been adjusted for inflation.

The cash flow model and summary are presented on the following pages.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

                     THE RITZ PLAZA: 11-YEAR CASH FLOW MODEL

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                  Period            1              2              3               4               5               6
                             Fiscal Year      1996/97        1997/98        1998/99       1999/2000         2000/01         2001/02
<S>                                       <C>            <C>            <C>             <C>             <C>            <C>        
INCOME
Residential Gross Income                  $10,514,688    $10,830,129    $11,155,032     $11,489,683     $11,834,374    $12,609,487
421-a Income                                  397,833        474,833        551,833         678,833         693,000        457,380
Vacancy and Credit Loss                      (545,626)      (565,248)      (585,343)       (605,926)       (626,369)       (653,343)
                                          -----------    -----------    -----------     -----------     -----------    -----------
Effective Gross                          
  Residential Income                      $10,366,895    $10,739,714    $11,121,523     $11,512,591     $11,901,005    $12,413,523
                                         
Commercial Base Rents                        $854,035       $858,762       $858,574        $842,107        $717,552       $931,552
RE Tax and Operating Escalation                13,646         24,492         41,267          54,596          82,864         79,322
Vacancy and Credit Loss                       (43,384)       (44,163)       (44,992)        (44,835)        (40,021)       (50,544)
                                          -----------    -----------    -----------     -----------     -----------    -----------
Effective Gross                          
  Commercial Income                          $824,297       $839,091       $854,849        $851,868        $760,395       $960,330
                                         
Garage (includes R.E.                    
  Tax Escalation)                            $487,144       $501,723       $543,415        $560,549        $608,115       $626,229
Health Club Membership                        165,600        170,568        175,685         180,956         186,384        191,976
Valet                                          12,000         12,360         12,731          13,113          13,506         13,911
Laundry                                        70,030         70,000         70,000          70,000          70,000         81,000
Miscellaneous                                  59,900         61,697         63,548          65,454          67,418         69,441
                                          -----------    -----------    -----------     -----------     -----------    -----------
Effective Gross Income                    $11,985,836    $12,395,153    $12,841,750     $13,254,530     $13,606,823    $14,356,410
                                         
EXPENSES                                 
Payroll                                      $744,500      $766,835        $789,840        $813,535        $837,941       $863,080
Fuel                                          148,800       153,264         157,862         162,598         167,476        172,500
Utilities                                     187,400       193,022         198,813         204,777         210,920        217,248
Water and Sewer                                88,900        91,567          94,314          97,143         100,058        103,059
Repairs and Maintenance                       469,300       483,379         497,880         512,817         528,201        544,047
Management                                    299,600       309,879         321,044         331,363         340,171        358,910
Insurance                                      97,800       100,734         103,756         106,869         110,075        113,377
Administrative                                119,800       123,394         127,096         130,909         134,836        138,881
Professional                                   59,900        61,697          63,548          65,454          67,418         69,441
Leasing and Marketing                         175,200       180,502         185,917         191,495         690,407        210,158
Health Club                                   168,100       173,143         178,337         183,687         189,198        194,874
Security                                       25,000        25,750          26,523          27,318          28,138         28,932
Reserves                                      100,800       103,824         106,939         110,147         113,451        116,855
Miscellaneous                                  51,800        53,354          54,955          56,603          58,301         60,050
Real Estate Taxes                           1,191,242     1,664,277       1,721,374       2,278,799       2,338,310      3,014,846
                                          -----------    -----------    -----------     -----------     -----------    -----------
Total Operating Expenses                   $3,928,142    $4,484,621      $4,628,197      $5,273,515      $5,914,901     $6,206,308
                                         
Net Operating Income                       $8,057,694    $7,910,532      $8,213,553      $7,981,015      $7,691,922     $8,150,102
Expense Ratio                                   32.8%         36.2%           36.0%           39.8%           43.5%          43.2%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

              THE RITZ PLAZA: 11-YEAR CASH FLOW MODEL (Continued)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                         Period            7                8                 9               10               11
                                    Fiscal Year      2002/03          2003/04           2004/05          2005/06          2006/07
<S>                                 <C>             <C>              <C>               <C>              <C>              <C>        
INCOME
Residential Gross Income                         $13,421,754      $14,270,071       514,698,174      $15,139,119      $15,593,292
421-a Income                                         228,690                -                 -
Vacancy and Credit Loss                             (682,522)        (713,504)         (734,909)        (756,956)        (779,665)
                                                 -----------      -----------       -----------      -----------       -----------
Effective Gross Residential Income               $12,967,922      $13,556,568       $13,963,265      $14,382,163      $14,813,628

Commercial Base Rents                               $960,937         $991,260        $1,022,554       $1,054,847       $1,088,175
RE Tax and Operating Escalation                       54,824           62,729            71,064           77,130           83,318
Vscancy and Credit Loss                              (50,788)         (52,699)          (54,681)         (56,599)         (58,575)
                                                 -----------      -----------       -----------      -----------       -----------
Effective Gross Commercial Income                   $964,972       $1,001,289        $1,038,936       $1,075,379        $1,112,918

Garage (includes R.E. Tax Escalation)               $681,800         $705,109          $729,308         $751,723          $774,750
Health Club Membership                               197,735          203,667           209,777          216,070           222,553
Valet                                                 14,329           14,758            15,201           15,657            16,127
Laundry                                               83,430           85,933            88,511           91,166            93,901
Miscellaneous                                         71,524           73,669            75,880           78,156            80,501
                                                 -----------      -----------       -----------      -----------       -----------
Effective Gross Income                           $14,981,712      $15,640,994       $16,120,878      $16,610,315       $17,114,377

EXPENSES
Payroll                                             $888,972         $915,641          $943,110         $971,404        $1,000,546
Fuel                                                 177,675          183,005           188,495          194,150           199,975
Utilities                                            223,765          230,478           237,393          244,514           251,850
Water and Server                                     106,151          109,336           112,616          115,994           119,474
Repairs and Maintenance                              560,369          577,180           594,495          612,330           630,700
Management                                           374,543          391,025           403,022          415,258           427,859
Insurance                                            116,778          120,282           123,890          127,607           131,435
Administrative                                       143,047          147,339           151,759          156,312           161,001
Professional                                          71,524           73,669            75,880           78,156            80,501
Leasing and Marketing                                223,696          237,835           244,970          252,319           259,888
Health Club                                          200,720          206,742           212,944          219,332           225,912
Security                                              29,851           30,747            31,669           32,619            33,598
Reserves                                             120,360          123,971           127,690          131,521           135,467
Miscellaneous                                         61,852           63,707            65,619           67,587            69,615 
Real Estate Taxes                                  3,146,160        3,284,609         3,385,384        3,488,166         3,594,019
                                                 -----------      -----------       -----------      -----------       -----------
Total Operating Expenses                          $6,445,464       $6,695,566        $6,898,937       $7,107,270        $7,321,840

Net Operating lncome                              $8,536,248       $8,945,428        $9,221,942       $9,503,045        $9,792,537
Expense Ratio                                          43.0%            42.8%             42.8%            42.8%             42.8%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 118


                 THE INCOME CAPITALIZATION APPROACH (Continued)

                                 THE RITZ PLAZA
                              SUMMARY OF CASH FLOWS

- --------------------------------------------------------------------------------
                                                11.0%
Cash Flow Year           Cash Flow    Discount Factor    Present Worth
- --------------------------------------------------------------------------------
1996/97                 $8,057,694          0.9009009       $7,259,184
                                        
1997/98                 $7,910,532          0.8116224        6,420,365
                                        
1998/99                 $8,213,553          0.7311914        6,005,679
                                        
1999/2000               $7,981,015          0.6587310        5,257,342
                                        
200/01                  $7,691,922          0.5934513        4,564,781
                                        
2001/02                 $8,150,102          0.5346408        4,357,377
                                        
2002/03                 $8,536,248          0.4816584        4,111,556
                                        
2003/04                 $8,945,428          0.4339265        3,881,658
                                        
2004/05                 $9,221,942          0.3909248        3,605,085
                                        
2005/06                 $9.503,045          0.3521845        3,346,825
                                                          ------------
                                                           $48,809,852

11th Year NOI                                               $9,792,537
Terminal Capitalization Rate                                      8.5%
Gross Reversionary Value                                  $115,206,315
Less:
Sales Commissions @                              2.0%      ($2,304,126)
NYS Recording/Transfer Fee                     3.025%      ($3,484,991)
                                                          ------------
Net Reversionay Value                                     $109,417,198

10th year Discount Factor                                    0.3521845

Present Value of Reversion                                 $38,535,039
Plus: Present Value of Cash Flows                          $48,809,852
                                                          ------------
Indicated Present Worth                                    $87,344,891
- --------------------------------------------------------------------------------
Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 119


                 THE INCOME CAPITALIZATION APPROACH (Continued)

Therefore, the Market Value of the Leased Fee Interest in the subject property,
operated as a multi-family rental investment property and participating in New
York City's 421-a real estate tax exemption and abatement program, as of August
1, 1996 as if free and clear of financing, is rounded to:

               EIGHTY-SEVEN MILLION THREE HUNDRED THOUSAND DOLLARS

                                  ($87,300,000)

Although a value via the direct capitalization technique was not performed, the
indicated Market Value suggests an overall rate of 7.7% based on the stabilized
operating proforma, as presented on a previous page. This capitalization rate
is supported by the range of overall rates (OARs) indicated by the recent sales
activity cited in the following Sales Comparison Approach section, which
illustrates OARs from 6.5% to 8.5%. The implied 7.7% capitalization rate is
considered appropriate given the conservative forecast of income and expenses
and condominium conversion potential (if market conditions sufficiently improve)
of the subject property's units.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 120


                          THE SALES COMPARISON APPROACH

The Sales Comparison Approach is an estimate of value derived from a sales
comparison with similar type properties. This method directly reflects the
actions of buyers and sellers in the marketplace. Substitution is the underlying
principle affecting the choice of buyers and sellers, and which implies that a
prudent person will not pay more to buy a property than it would cost to buy a
comparable substitute property. The price a typical purchaser pays is usually
the result of a comparison process of various alternatives.

During the past 24 months, there have been relatively few arms-length transfers
of vacant multi-family rental investment properties and none comparable to that
proposed for the subject property within the influencing market and surrounding
areas. To estimate the value of the subject property upon completion of
construction, 5 apartment building sales have been analyzed. These sales are
summarized in a following table and more fully described within the Addenda of
this report. The comparative process involves judgement as to the similarity
between the subject property and the comparable sale properties with regard to a
variety of factors affecting value, such as location, age, design and condition
of the structure, rent levels, operational efficiencies and other factors.

Sale prices often contain elements which are difficult to quantify accurately;
such as unit mix and current market demands, the physical condition of
individual units and building, the income attributable to non-residential
space, and seller motivation. Accordingly, this valuation will place minimal
weight on the Sales Comparison Approach, and the value conclusions derived from
this section will be employed only as a check on the Income Capitalization
Approach, which is considered to be the primary indicator of value for the
subject property.

The primary value indicator for the Sales Comparison Approach is considered to
be the price per square foot of above-grade building area, with the effective
gross income multiplier (EGIM) employed as a check on the reasonableness of the
value derived. The summary table presented on

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 121


                    THE SALES COMPARISON APPROACH (Continued)

the following page illustrates a range of $84.18 to $181.65 per square foot of
above-grade building area, with EGIMs from 5.8 to 7.7 (effective gross income
multiplier). The sales are each compared to the subject property with respect to
various value influencing factors and adjusted accordingly. An adjustment for
market conditions was performed for the transfers. Sales 4 and 5 reflect
distress sales of failed condominium developments. Given the strengthening of
the rental market and subsequent re-positioning of those facilities as interim
rental product until their recent re-marketing as for-sale apartment properties,
an upward adjustment to account for the general recovery in the market is
warranted. As discussed in the Residential Market Analysis section,
market-oriented rents have risen by 1.0% to 2.5% per month during the past
12-month period. Given that overall increases in market-oriented rental rates
have significantly outpaced inflation, risks associated with already constructed
investment rental properties have been somewhat abated.

Accordingly, investor demand for such property is expected to increase as
vacancy decontrol policies enhance cash flow growth potential and that the
traditional exit strategy of conversion to for-sale property becomes feasible.
This last point is supported by the re-marketing of the failed condominium
facilities as for-sale inventory after an interim rental program. As such,
a time adjustment for improved market conditions averaging 2.0% per month from
the each sale date to the date of value will be applied.

Additional adjustment factors considered are location, property size, condition,
unit mix and cash flow potential. This task is complicated by the fact that
specific; detailed data pertaining to the sales is very limited. The available
sales data for each property cited is further detailed in the Addenda of this
report. These sales are summarized in the table presented on the following
page.

          Koeppel Tener Real Estate Services, Inc,, Valuation Division
<PAGE>

                                 THE RITZ PLAZA
                            COMPARABLE BUILDING SALES

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Price per
                                                                       Price per     Sq. Ft.         OAR    Comments and 
         Address                  Sale Date         Price  No. Units        Unit     (Gross)  (estimated)   EGIM discussion
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <C>                      <C>          <C>           <C>          <C>          <C>            <C>    <C>              
1.      888 Eighth Avenue        August 1995  $28,713,078   383 plus     $74,969      $93.67         8.5%   20-story building
                                                            retail +                                        constructed 1965 in the
                                                              garage                                        Clinton area. Purchased
                                                                                                            by operator of numerous
                                                                                                            rental facilities as a
                                                                                                            mismanaged facility.
                                                                                                            Numerous non-primary
                                                                                                            residence actions are
                                                                                                            currently pending to
                                                                                                            increase turnover at
                                                                                                            market-oriented rents
                                                                                                            under DHCR regulation.
                                                                                                            The purchase price
                                                                                                            represents a gross rent
                                                                                                            multiplier of 5.8 
                                 
2.      150 East 1801 Street     July 1995  $14,900,000     221 plus     $67,421      $84.18        8.1%   14-story plus penthouse
                                                            retail +                                       building constructed
                                                              garage                                       circa 1960 in the
                                                                                                           Gramercy Park area.
                                                                                                           Apartment mix is
                                                                                                           primarily studio and
                                                                                                           1-BRs. 58-car garage
                                                                                                           for tenant use only.
                                                                                                           The property is DHCR
                                                                                                           rent stabilized and has
                                                                                                           a high occupancy rate.
                                                                                                           The purchase price
                                                                                                           represents a gross rent
                                                                                                           multiplier of 5.9
                             
                             
3.      303 East 83rd Street     August 1994  $33,500,000   261 plus    $128,352     $153.54        8.5%   32-story building
        The Camargue                                        retail +                                       constructed in 1979 as a
                                                              garage                                       rental. Renewal leases
                                                                                                           are at market as the
                                                                                                           421-a benefits have
                                                                                                           expired. Buyers are
                                                                                                           contemplating a
                                                                                                           conversion as a
                                                                                                           middle-market condo. The
                                                                                                           property is 100% occupied
                                                                                                           and the purchase price
                                                                                                           represents a gross rent
                                                                                                           multiplier or 6.1.
                             
4.      62 West 62nd Street      July 1994  $30,000,000     121 plus    $247,934     $164.28        8.1%   26-story building
        Chequers                                             retail                                        constructed in l989 as a
                                                                                                           condominium and
                                                                                                           subsequently operated as
                                                                                                           a rental facility. The
                                                                                                           property is 100% occupied
                                                                                                           and will be re-positioned
                                                                                                           again as a condominium
                                                                                                           apartment building with
                                                                                                           retail along Broadway.
                                                                                                           The purchase price
                                                                                                           represents a gross rent
                                                                                                           multiplier of 7.3.
                            
5.      255 West 85th Street   December 1993   $9,809,000         65    $150,907    $181.65         6.5%   22-story building
                                                                                                           constructed in the
                                                                                                           late-l98Os as a
                                                                                                           condominium and
                                                                                                           subsequently completed in
                                                                                                           1992. The OAR and gross
                                                                                                           rent multiplier of 7.7
                                                                                                           are based on prevailing
                                                                                                           market parameters as a
                                                                                                           rental investment
                                                                                                           property.

Ranges                         December 1993   $9,809,000         65     $67,421     $84.18         6.5%   Estimated and actual 
                                          to           to         to          to         to           to   EGIMs front 5.5 to 7.7
                                 August 1995  $33,500,000        383    $247,934    $181.65         8.5%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Source: Field survey, REDIDATA material with calculations by KTR; Compiled
by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 123


                    THE SALES COMPARISON APPROACH (Continued)

IMPROVED SALE No. 1: 888 Eighth Avenue is a 20-story building constructed in
1965 between West 52nd and West 53rd Streets in the Clinton section of
Manhattan. The property was purchased by the Mancochurian Brothers, owners and
operators of numerous multi-family properties south of 96th Street, from the
estate of Jonathan Woodner. Reportedly, the property had suffered from mis-
management and illegal sublets were rampant. Through a program of non-primary
residency challenges, numerous apartments have been vacated and renovated to let
at market-oriented rents under DHCR regulation. The retail and garage components
are indicated to contribute 20% of the total 1994 effective gross income. The
estimated above-grade area of 306,525 square feet equates to a purchase price of
$93.67 per square foot. The estimated 250,000 square foot rentable area
translates into an average-sized apartment of 653 square feet, suggesting a
design typical for that vintage.

The effective gross income for 1994 indicates a rent multiplier of 5.8 and the
1994 operating income equates to an overall rate of 8.5%, all according to New
York City Department of Finance records as filed by the owner. An upward
adjustment for improved market conditions was effected. As this facility is
approximately 30 years old, a large upward adjustment is warranted. Given the
location on Eighth Avenue in the West 50s, no adjustment for location is
warranted. Based on the average-sized apartment unit, an upward adjustment for
the inferior utility is warranted. This is compounded with an upward adjustment
to reflect the inferior interior finishes and fixtures. An upward adjustment for
the inferior average rent level due to long-lived DHCR regulation relative to
the subject property is warranted, which is tempered by the amount of
non-residential income.

Overall, a significant upward adjustment was considered appropriate to the
$93.67 price per square foot of above-grade building area.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 124


                    THE SALES COMPARISON APPROACH (Continued)

IMPROVED SALE No. 2: 150 East 18th Street is a 14-story plus penthouse building
constructed circa 1960 at the corner of Third Avenue in the Gramercy Park
section of Manhattan. The retail and garage components are indicated to
contribute a minor portion of the estimated 1995 effective gross income. The
estimated above-grade area of 176,995 square feet equates to a purchase price of
$84.18 per square foot. The estimated 152,900 square foot rentable area
translates into an average-sized apartment of 689 square feet, suggesting a
design typical for that vintage. Additionally, the unit mix is dominated by
studio and 1-bedroom apartments, almost to the exclusion of larger units. The
estimated effective gross income for 1995 indicates a rent multiplier of 5.9 and
the forecasted 1995 operating income equates to an overall rate of 8.1%, all
according to seller-provided records.

As this facility is approximately 36 years old, a significant upward adjustment
for age is warranted. Given the July 1995 sale date, an upward adjustment for
improved markets is warranted. A downward adjustment for the superior location
on Third Avenue south of the Gramercy Park area is warranted. Upward adjustments
for the inferior utility of the apartment layouts and design area warranted, as
are upward adjustments for the inferior fixtures and finishes. The facility is
encumbered by a restricted income stream due to long-lived DHCR regulation,
which is nominally offset by the small garage and retail component. As such, a
large upward adjustment is considered appropriate to reflect the inferior income
growth potential.

Overall, a significant upward adjustment was considered appropriate to the
$84.18 price per square foot of above-grade building area.

IMPROVED SALE No. 3: 303 East 83rd Street is a 32-story building constructed in
1979 as a rental property in the Upper East Side section of Manhattan. The
property sold to a group of real estate investors who have expressed an interest
in converting the property to condominium ownership, specifically targeting the
middle-market with prices averaging $300 per square foot. The

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 125


                    THE SALES COMPARISON APPROACH (Continued)

applicable rent stabilization regulations have terminated with the expiration of
the 421-a real estate tax benefits. As such, units are deregulated upon
vacancy. 

The property is 100% occupied and the net operating income was estimated at
$13.03 per square foot with an expense ratio of 48.6% at the time of sale. The
effective gross income is indicated to be $25.35 per square foot including
revenue from the 6,265 square foot retail and 100-car garage components. The
gross above-grade area is estimated at 218,187 square feet, with 210,669 square
feet allocated to the residential units. Based on the area measurement cited,
the sale price translates to $153.54 per square foot of above-grade building
area. The estimated OAR is 8.5% and the GIM is indicated to be 6.1 for this
transaction.

Based on the August 1994 sale date, a large upward adjustment for improved
market conditions was performed. Given the location on Second Avenue in the East
80s in the Upper East Side, a downward adjustment for location is warranted. An
upward adjustment for age to reflect the late 1970s construction was
performed. Based on the indicated average-sized unit, average floor height
(allowing for superior natural light and views) and inclusion of balconies in
most units, no adjustment for overall utility was warranted. However, upward
adjustments for the older unit finish and fixtures were effected. Based on the
ability to decontrol apartments upon tenant turnover and the significant income
contribution of the non-residential component, an offsetting adjustment for cash
flow growth potential was warranted.

After the significant upward adjustment for improved market conditions, a
tempering net downward adjustment for location was considered appropriate.

IMPROVED SALE No. 4: 62 West 62nd Street is a 26-story building originally
constructed as a condominium in 1989, however sales efforts failed and the
property was repositioned as a rental

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 126


                    THE SALES COMPARISON APPROACH (Continued)

facility. Residential rents are reported to average about $30 per square foot.
There is 7,048 square feet of retail space along Broadway and a 6,068 square
foot theater located in the basement. Amenities are limited to a 24-hour
doorman and concierge service. The gross above-grade building area is estimated
at 182,616 square feet with a rentable residential area of 126,555 square feet
for 121 apartments. The 121 apartment count includes a superintendent's unit.
Given the measurements cited, the sale translates into a price of $164.28
per square foot of above-grade building area. Based on the reported 1993
operating income rounded to $2,435,000, the OAR is indicated to be 8.1%. The
1993) effective gross income rounded to $4,120,000 suggests 7.3 as the gross
rent multiplier. The property is currently being re-positioned as condominium
property in response to improved market conditions.

Based on the July 1994 sale date, a large upward adjustment for improved market
conditions was performed. An upward adjustment to reflect the late-1980s
construction date was applied. The location is replete with cultural
attractions and neighborhood amenities servicing the vast residential
population. As such, a large downward adjustment for location reflecting these
superior residential qualities is appropriate. As the facility was built for the
luxury condominium market, the individual apartments contain quality finishes
which are superior to the typical rental product. Accordingly, a downward
adjustment for unit condition and quality of finish is warranted based on the
plans reviewed. This property has an average-sized unit of 1,046 square feet in
area. This requires a moderate downward adjustment for utility based on the
subject property's smaller average-sized apartment and typical designs. Given
the market-oriented rents with the repositioning to for-sale property and the
inclusion of a valuable non-residential income component, a downward adjustment
for cash flow growth potential was warranted.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 127


                    THE SALES COMPARISON APPROACH (Continued)

The upward adjustments for improved market conditions and age are tempered by
the downward adjustments for location, utility and higher average floor height.
Overall, a large net downward to the post time-adjusted value indicator was
effected.

IMPROVED SALE No. 5: 255 West 85th Street is a 22-story building originally
developed as a condominium facility in the late 1980s, however financial
and legal difficulties halted construction until the lending institution
foreclosed and finished the project. The noted sales price includes $250,000
for facade repair work. Prior to selling the property, the bank discussed the
possibility of reinstating the original offering plan to sell the individual
units. An interview with the buyer indicated that his plans were to either
market the apartments at $250 per square foot or to institute a rental program
at rents averaging $28 per square foot. The building contains 54,000 square feet
gross and 48,200 square feet of rentable area. The following analysis is based
on market conditions prevailing at the time of sale.

Estimating expenses at 50% of an effective income (based on a 5.0% vacancy and
credit loss factor) produces a NOI estimated to be $13.30 per rentable square
foot. This suggests an overall rate (OAR) of 6.5% and an estimated GIM of 7.7
based on the rentable area. The cited building measurement equates to a
transaction price of $181.65 per square foot of above-grade building area.

As this is the oldest sale and that the improvement in market conditions is
generally accepted as having commenced well after this 1993 year-end sale, the
adjustment for improved market conditions will be tempered for this
transaction. Situated on a side street in the Upper West Side, a downward
adjustment to the value indicators for the superior residential location of this
property is warranted. Upward adjustments for the design qualities which display
functional obsolescence in utility and layout was effected, as was an upward
adjustment for the smaller average unit size. Upward adjustments for the lack of
a retail, or other non-residential revenue source, were considered.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 128


                    THE SALES COMPARISON APPROACH (Continued)

Overall, the significant upward adjustment for improved market conditions were
compounded by upward adjustments for age, inferior cash flow growth potential
and adjustments for unit-specific and design qualities. These adjustments were
tempered by the significant downward adjustment for the vastly superior Upper
West Side location. This produces an overall upward adjustment to the $181.65
per square foot sale price and other value indicators.

                                 THE RITZ PLAZA
                        SALES COMPARISON ADJUSTMENT GRID
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                        Sale 1           Sale 2                 Sale 3              Sale 4         Sale 5
Address                         888 Eighth Avenue 150 East 18th Street 303 East 83rd Street 62 West 62nd Street 255 West 85th Street
Price per Sq.Ft.                        $93.67          $84.18                $153.54               $164.28         $181.65
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>                   <C>                   <C>             <C>    
Adjustments
Time                                      24%             26%                    49%                  51%              49%
Time Adjusted Price per Sq.Ft.        $116.53         $106.46                $228.37              $247.73          $270.11
Location                                   0%             -5%                   -20%                 -15%             -15%
Age                                       20%             20%                     5%                   5%               0%
Unit Size                                 10%             15%                     0%                  -5%               5%
Unit Finish                               15%             15%                     5%                  -5%             -10%
Cash Flow                                 10%             20%                   -10%                  -5%               5%
Total Post-Time Adjustments(%)            55%             65%                   -20%                 -25%             -15%
Adjusted Price per Sq.Ft.             $180.61         $175.66                $182.69              $185.80          $229.60
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      Source: Computations and adjustments by KTR

CONCLUSIONS

The subject property is a 40-story 478-unit multi-family rental investment
facility constricted in 1990 and containing commercial office, retail and garage
components. Considering the subject property's location, design of the units,
amenities, non-residential income component and proximity to the employment
centers, the subject property displays qualities which offer a direct
competitive choice to the properties cited.

After adjusting upward for time, age, average unit size and finish, and with
consideration for the inferior cash flow potential at 888 Eighth Avenue, the
subject property would market at a unit price

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 129


                    THE SALES COMPARISON APPROACH (Continued)

higher than the $93.67 per square foot figure for that transaction. A downward
for the superior location was performed for the 150 East 18th Street sale. This
adjustment served to temper the upward adjustments for time, unit finish and
restricted income growth due to long-lived DHCR control and small retail
component. As such, the subject property would trade well above the indicated
$84.18 per square foot amount noted for that transfer. The Carmargue, at East
83rd Street and Second Avenue, required a downward adjustment to the $153.54
price per square foot for the Upper East Side location, however, countering
adjustments for building age and unit finish were performed. These factors
served to amplify the upward adjustment for improved market conditions. Based on
the termination of DHCR controls and significant non-residential income
component, a downward adjustment for cash flow growth potential was warranted.
As such, the subject property would trade above the $153.54 per square foot of
above-grade building area noted for this sale. Chequers, at West 62nd Street and
Broadway, required a downward adjustment for location with a tempering upward
adjustment age. The large upward adjustment for time was tempered somewhat by a
downward adjustment for the non-residential cash flow component and smaller
downward adjustments for unit utility, finish and size. This resulted in an
moderate overall net upward adjustment to the $164.28 per square foot amount for
that sale. The property at 255 West 85th Street requires a downward adjustment
for location. The upward adjustments for time and cash flow growth potential
were countered somewhat by a downward adjustment for unit finish, indicating an
overall net upward adjustment to the $181.65 price per square foot.

The unadjusted sale prices range from $84.18 to $181.65 per square foot of
above-grade building area, with the adjustments producing a tighter range from
$175.66 to $229.60 per square foot of building area. Based upon the preceding
analysis, and with most emphasis placed on the sales of the newer rental
facilities, an indicated value rounded to $180.00 per square foot of
above-grade building area is deemed appropriate. Application of the $180.00 per
square foot value indicator to the

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 130


                    THE SALES COMPARISON APPROACH (Continued)

469,267 square foot above-grade building area results in a value estimate of
$84,468,060 for the subject property.

Based on the stabilized operating proforma effective gross income of $11,985,836
(as derived in the Income Capitalization Approach section of this report),
suggests an EGIM of 7.0. Both the sale price per square foot and EGIM value
indicators are strongly supported by the ranges illustrated by the comparable
properties cited. As such, the indicated value estimate will be adopted.

ADJUSTMENT FOR REMAINING 421-a PROGRAM BENEFITS: The $3,300,000 present value of
the remaining 421-a program benefit period is added to the indicated value
estimate. This equates to a total value estimate of $87,768,060 for the subject
property.

Therefore, the indicated Market Value of the Leased Fee Interest in the subject
property via the Sales Comparison Approach with consideration for the present
value associated with the remaining 421-a program benefits, as of August 1, 1996
and as if free and clear of financing is rounded to:

               EIGHTY-SEVEN MILLION EIGHT HUNDRED THOUSAND DOLLARS

                                  ($87,800,000)

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 131


                  RECONCILIATION AND FINAL CONCLUSION TO VALUE

The purpose of this appraisal is to provide an estimate of the Market Value of
the Leased Fee Interest in the subject property. The indicated Market Value
estimates for the subject property are as follows:

      The Income Capitalization Approach:                 $87,300,000

      The Sales Comparison Approach:                      $87,800,000

      The Cost Approach:                                        -N/A-

The primary approach to value is considered to be the Income Capitalization
Approach, as the subject property is being valued as a rental apartment building
investment property. The Sales Comparison Approach was performed and utilized as
second approach to value. The subjectivity in estimating construction costs,
qualifying economic obsolescence present in the market and determining an
appropriate entrepreneurial profit combine to make the Cost Approach method one
that is infrequently relied upon for this type of property. As such, a Cost
Approach has not been included in this appraisal.

The Sales Comparison Approach typically provides an estimate of value based upon
the recent activity of buyers and sellers in the marketplace. However, for
rental apartment properties, there are numerous issues to be considered, such as
vacancies at sale, conversion potential, income and expenses, etc., which cloud
sales prices. Adjustments are therefore difficult to quantify accurately. While
this approach provides some measure of comparison, it does exhibit a significant
degree of diminished utility.

The Income Capitalization Approach is well documented by actual and extensive
market data and supports the Market Value estimate derived herein. The Income
Capitalization Approach is considered to be the most important value indicator,
since the subject property is income producing. This approach is the best
evidence and reflection of the economic realities of the marketplace as the

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 132


              RECONCILIATION AND FINAL VALUE CONCLUSION (Continued)

Income Capitalization Approach seeks to view the subject property's value from
the perspective of the typical investor. The subject property would be bought
and sold in the marketplace primarily on its ability to produce annual net
income. KTR has formulated a series of assumptions relating to the rental rates
and projected continuance oil income sources. Projected revenue from all
sources, operating expenses and real estate taxes have been incorporated into a
stabilized pro forma, commencing September 1, 1996, to arrive at our estimate
of Market Value.

This approach reflects the relationship between the income a property is capable
of generating and its value in the marketplace. Typical investors judge the
value of a property based upon the quality and quantity of the income generated,
as well as the likely impact of market conditions on future income generation.
The Income Capitalization Approach, by considering these factors, provides the
greatest measure of the credibility for this type of property. Recognizing that
the Income Capitalization Approach incorporates only the economic factors
involved in real estate investment, we are of the opinion that the conclusion
reached by this approach best reflects present market conditions and the subject
property's actual Market Value.

Accordingly, based on the preceding analysis and evaluation, we are of the
opinion that the Market Value of the Leased Fee Interest of the Ritz Plaza as
currently operating as a mixed-use multi-family rental investment property,
as of the date of inspection, August 1, 1996, as if free and clear of financing
is:

               EIGHTY-SEVEN MILLION THREE HUNDRED THOUSAND DOLLARS

                                  ($87,300,000)

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 133


                         CONDOMINIUM SELL-OUT VALUATION

The client has requested that a scenario offering the Residential Component, the
Commercial Component and the Garage Component for sale pursuant to a plan to
convert the subject property to condominium ownership be prepared. Accordingly,
we have formulated a series of assumptions pertaining to the marketing and
subsequent sale of the subject property as condominium units.

The future benefits of ownership consist of the present worth of the net income
which will accrue to the owner of the property, plus the present worth of the
net proceeds resulting from the eventual disposition of the property. As such,
the Income Capitalization Approach has been selected as the methodology to value
the subject property under this scenario. The 2 most commonly used techniques
of converting net income into value in the Income Capitalization Approach are
Direct Capitalization and the Discounted Cash Flow Analysis. The Discounted Cash
Flow technique has been employed in order to estimate the present value of the
subject property as if marketed and sold as condominium units..

ASSUMPTIONS UTILIZED IN DISCOUNTED CASH FLOW ANALYSIS 
Based upon the methodology previously discussed and the revenue and expense
projections which follow, we have projected revenue and expenses associated with
the marketing of the subject property as condominium apartments. The income and
expenses relating to the continued operation of the subject property are
projected throughout the balance of the anticipated investment period, debiting
expenses from effective gross income results in a projection of annual net
operating income over a typical investor holding period. Discounting the annual
cash flows at an appropriate yield rate indicates an estimate of present value.

Many investors in income producing properties make a forecast of the first
year's net operating income as well as net operating incomes and cash flows over
a period of time. The cash flow forecast is used to determine a purchase price
which will justify the degree of risk inherent in the proposed

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 134


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

investment. The important underlying assumptions regarding this process are
presented within the following paragraphs.

TIME FRAME: Our review of the influencing market data indicates that market-
priced inventory will be absorbed. An absorption period of 36 months will be
processed in conjunction with the termination of DHCR rent regulation and
forecasted turnover of the tenancy to decontrolled status. This pace of sales
indicates an absorption of 13 to 14 units per month, or a selling rate of 2.8%
per month. Although a slight acceleration in sales activity as the project gains
further acceptance may occur, this attenuated sales pace will be processed.

ADJUSTMENT TO COINCIDE WITH THE TERMINATION OF DHCR REGULATION: Based on the
scheduled termination of DHCR regulation (coincident with the expiration of the
421-a real estate tax exemption benefits, an adjustment for improved market
conditions is warranted. Employing the 3.0% annual inflation factor (as
discussed in a preceding section), the indicated average market price of
$275.00 per square foot of apartment area will be grown to $319.00 per square
foot to coincide with sales commencing with the July 1, 2001 expiration of
rent regulation for vacated units. The average pricing will be grown by the
inflation factor each fiscal year of the model.

RESIDENTIAL SALES REVENUE: The adjusted indicated average market price of
$319.00 per square foot will be processed for the 341,261 square feet of area
allocated to the 478 residential units and to the 976 square foot
superintendent's apartment. The average-sized unit at the subject property is
indicated to be approximately 714 square feet in size. Applying the indicated
average market price of $319.00 per square foot equates to an overall price
rounded to $227,800 per unit.

COMMERCIAL COMPONENT AND GARAGE COMPONENT SALE REVENUE: The Residential Unit
sales will be augmented by the inclusion of the sale of the Garage Component and

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 135


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

the Commercial Component. The value of the Garage Component has been estimated
to be $4,500,000, or $28,500 per car (based on the 158-car parking capacity).
The value of the Commercial Component has been estimated to be $6,100,000, or
$244 per square foot for the 25,018 square foot Commercial Component (22,086
square feet for the commercial office area and 2,932 square foot retail space).
Each value was calculated by debiting the incremental real estate tax liability
and allocated common charges (as discussed in a following paragraph) associated
with the operations of the Commercial and Garage Components from the respective
component's effective gross income.

Additional amounts for insurance (based on $0.10 per square foot), asset
management (based on 1.0% of effective gross income) and reserves (based on
$0.10 per square foot) were also debited. The resulting incremental net
operating incomes were capitalized into value by applying a 10.0% overall
capitalization rate.

The allocations for common charges are based on the relative demand each
component places on the operation of the subject property as a whole.
Adjustments for specific line are discussed within the following analysis. The
allocation of real estate taxes is based on each component's relative
contribution to income. The allocation is based on an assessor's method (as
previously discussed) where each component's real estate liability is calculated
at 21.0% of its respective effective gross income.

The capitalized value calculations are based on the income and expense for the
2001/02 fiscal year, and are presented in the following table.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                                      Page 136


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

                                 THE RITZ PLAZA
           INCREMENTAL WORTH OF THE GARAGE AND COMMERCIAL COMPONENTS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Fiscal Year                2000/01
                                                         Residential      Garage     Commercial
Effective Gross Income                                   $12,413,523     $626,229     $960,330
                                                        
Line Item                  Amount       % Allocation    
- ---------------------------------------------------------------------------------------------------
<S>                       <C>           <C>                <C>            <C>          <C>    
Payroll                   $863,080      94%, 1% and 5%     $811,295       $8,631       $43,154
Fuel                       172,500      94%, 1% and 5%      162,150       $1,725        $8,625
Utilities                  217,248      89%, 4% and 7%      193,481        8,820        14,947
Water and Sewer            103,059     100%, 0% and 0%      103,059           -             -
Repairs and Maintenance    544,047      94%, 1% and 5%      395,477        5,440        27,202
Management                 358,910      89%, 4% and 7%      159,823        7,286        12,347
Insurance                  113,377      89%, 4% and 7%      100,974        4,603         7,800
Administrative             138,881     100%, 0% and 0%      138,881           -             -
Professional                69,441      89%, 4% and 7%       61,844        2,819         4,778
Leasing and Marketing      210,158       0%, 0% and 0%           -            -             -
Health Club                194,874     100%, 0% and 0%      194,874           -             -
Security                    28,982      89%, 4% and 7%       25,811        1,177         1,994
Reserves                   116,855      94%, 1% and 5%      109,844        1,169         5,843
Miscellaneous               60,050      89%, 4% and 7%       53,481        2,438         4,131
                                                           --------      -------       -------

                     Common Charge Allocation            $2,510,993      $44,108      $130,821
                     % Allocation                             93.5%         1.6%          4.9%

Real Estate 
 Taxes: $3,014,846   Allocated Real Estate Taxes         $2,685,022     $122,403      $207,421
                     % Allocation                             89.1%         4.1%          6.9%
                     Additional Expenses
                     Insurance (@ $0.10 per Sq.Ft.)             -         $3,473        $2,502
                     Management (@ 1.0% of EGI)                 -          6,262         9,603
                     Reserves (@ $0.10 per Sq.Ft.)              -          3,473         2,502
                                                                        --------      --------

                     Net Operating Income                               $446,510      $607,481
                     Overall Capitalization Rate                           10.0%         10.0%
                     Capitalized Value                                $4,465,102    $6,074,815
                                                           (rounded)  $4,500,000    $6,100,000
</TABLE>

      Source: Computations and allocations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 137


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

SALES REVENUE GROWTH RATE: Given the recent stabilization of the region's
housing market combined with the anticipated improvement of the New York
metropolitan area economy, the local condominium market is expected to gain
momentum as a result of pent-up demand for for-sale product in the marketplace.
Our discussions with members of the local brokerage community indicate that the
increases in rental pricing have spurred the ownership market, with projected
rental rate increases anticipated to further convert would-be tenants to owners.
As such, prices for the subject property's units are forecasted to rise an
average of 3.0% per year in accordance with current market expectations.

OPERATING EXPENSE ANALYSIS

The forecast of expenses presented within the Income Capitalization Approach
section was adopted and modified to reflect operation of the premises under
condominium ownership.

PAYROLL: As the residential component is anticipated to require the vast
majority of staffing, with limited staffing requirements for the Garage and
Commercial Components, the Residential Component has been allocated an amount
based on 94.0% of the payroll expense. Building staff duties for the garage are
limited to a 1.0% apportionment for mechanical systems and minor frontage
requirements. The 5.0% allocation for the Commercial Component is limited to
servicing the mechanical systems and janitorial requirements.

FUEL: Based on the supplemental heating and air conditioning systems for the
garage and commercial elements, an allocation similar to the payroll
percentage was processed for the fuel expense.

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 138


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

UTILITIES: A utilities expense based on a prorata contribution to income was
adopted. This equates to allocations of the utilities expense rounded to 89.0%,
4.0% and 7.0% for the Residential, Garage and Commercial Components,
respectively.

WATER AND SEWER: As the non-residential components are direct metered, the
entire water and sewer expense will be borne by the residential component.

REPAIRS AND MAINTENANCE: The repairs and maintenance line item was adjusted to
reflect the diminished responsibility for unit interior maintenance. A current
amount of $125 per unit plus a periodic painting allowance of $250 per unit
every 3 years were adopted and rounded to $100,000, which was then grown by
the inflation factor to the date of conversion and debited from the 2001/02
repairs and maintenance expense. The remaining amount was allocated based on a
94%, 1% and 5% estimated demand (Residential, Garage and Commercial Components,
respectively) for overall repairs and maintenance service.

MANAGEMENT: A management fee based on 50% of that noted for the property as if
operated as a rental investment facility was processed. This amount is
considered to adequately reflect prevailing market rates. Management fees are
based on approximately 1.25% of the respective component's EGI.

INSURANCE: The building-wide insurance expense was allocated based on the
respective component's contribution to income. This equates to allocations of
the insurance expense rounded to 89%, 4% and 7% for the Residential, Garage and
Commercial Components, respectively.

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 139


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

ADMINISTRATIVE: No allocation for the Garage or Commercial Components was deemed
necessary. The administrative expense is considered to be for the benefit of the
Residential Component.

PROFESSIONAL FEES: These amounts are considered to be apportioned based on the
relative contribution to income. This equates to allocations of the
professional fee rounded to 89%, 4% and 7% for the Residential, Garage and
Commercial Components, respectively.

LEASING AND MARKETING: The leasing and marketing expense line item was
eliminated as the individual unit owners will be responsible for such expenses.
Market and selling expenses associated with the conversion are discussed in a
following paragraph.

HEALTH CLUB: As the health club amenity is deemed to accrue to the benefit of
the Residential Component, no portion of these expense are allocated to the
Garage or Commercial Components.

SECURITY: These amounts are considered to be apportioned based on the relative
contribution to income. This equates to allocations of security expense rounded
to 89%, 4% and 7% for the Residential, Garage and Commercial Components,
respectively.

RESERVES: Based on the repairs and maintenance discussion, the reserves expense
was allocated based on a 94%, 1% and 5% basis for the Residential, Garage and
Commercial Components, respectively.

MISCELLANEOUS: These amounts are considered to be apportioned based on the
relative contribution to income. This equates to allocations of miscellaneous
expense rounded to 89%, 4% and 7% for the Residential, Garage and Commercial
Components, respectively.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 140


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

SUMMARY OF COMMON CHARGES: The operating expenses of the condominium are
apportioned among the unit owners in relation to their ownership interest. This
apportionment is referred to as common charges. In apportioning the operating
expenses, consideration was based on the relative contributions to income and to
the component's prorata demand for services. Accordingly, the Residential Unit
was apportioned $2,510,993, or 93.5% of the applicable expenses, with the Garage
and Commercial Components allocated $44,108 and $130,821, or 1.6% and 4.9% of
the total, respectively.

Based on the 478 residential apartments, the Residential Unit common charge
equates to an amount averaging $438 per month per unit. As common charges for
the influencing area typically range from the low-$400s to the upper-$600s per
unit per month, the indicated common charges are deemed to be supported and will
be adopted for the following analysis.

REAL ESTATE TAXES: As discussed in a previous section, the real estate taxes for
the subject property are based on the assessor's ratio. Accordingly, a prorata
share of the real estate tax liability based on the relative contribution to
income (as presented in the Income Capitalization Approach section) will be
processed. The allocated tax burdens are presented in the following table.

                                 THE RITZ PLAZA
                   APPORTIONMENT OF REAL ESTATE TAX LIABILITY

- --------------------------------------------------------------------------------
                                         2001/02 Fiscal Year          Forecasted
                                      Effective Gross Income     Real Estate Tax
           
                                                 $14,356,410          $3,014,846

                                           % Contribution to       Allocation of
                                      Effective Gross Income     Real Estate Tax

Residential Component                                  89.1%          $2,685,022

Garage Component                                        4.1%            $122,403
      
Commercial Component                                    6.9%            $207,421
- --------------------------------------------------------------------------------

Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 141


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

ADDITIONAL EXPENSES

CAPITAL RESERVE AND WORKING CAPITAL FUND: Typically the sponsor of a plan to
convert a property to condominium ownership will contribute $1,000 per unit upon
the unit closing to the working capital fund. As residential unit closings
occur, a $1,000 per unit contribution has been processed. According to Local Law
70, an amount for reserves is to be provided upon conversion to condominium
ownership from a rental facility. This amount is typically based on 3.0% of
sales revenues, which is funded as unit closings occur. Both the capital
reserves and working capital fundings are based solely on the Residential
Component unit count.

MARKETING EXPENSES: Marketing, administrative and sales commissions costs are
estimated at 3.0% of total sales revenues upon unit closings.

LEGAL, PROFESSIONAL AND REAL PROPERTY TRANSFER FEES: We have estimated legal and
professional fees at 1.0% of sales. The New York State transfer tax (for the
documentary stamps to be affixed to the Unit Deed), is currently $2.00 for each
$500.00 of consideration (or fraction thereof above $100.00) is paid by the
purchaser. Although the transfer tax is typically borne by the seller, typical
offering plans obligate the purchaser to pay this tax. This mechanism of
shifting the transfer tax burden to the purchaser is a generally accepted
practice for newly constructed condominium developments and will be processed in
the model. Therefore, only the legal and professional fees amounting to 1.0% of
total sales, will be processed for this category.

UNIT PREPARATION FEE: The residential apartments will be sold upon unit
turnover. As such, expense will be incurred to prepare the unit for sale. Based
on current estimates of $2,500 for floor refinishing and unit painting, $5,000
for kitchen and bathroom renovation and $500 for general conditions, a unit
preparation expense of $8,000 per apartment is indicated. This figure has been

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 142


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

adopted and grown by the inflation factor to a rounded amount of $9,300 per
unit. This amount will be grown by the inflation factor throughout the sell-out
model.

MINI-MANAGEMENT OF UNSOLD UNITS: This line item is for the additional expense of
maintaining the unsold rental inventory. This expense is for rent collection,
additional professional fees, insurance and unit interior maintenance. This
expense declines as units are converted to for-sale inventory.

ENTREPRENEURIAL INCENTIVE: Also known as developer's profit, this deduction
represents the cash return to a prudent, knowledgeable purchaser. In for-sale
residential developments, entrepreneurial profit is usually estimated as a
percentage of sales revenues and is reflective of the risk inherent in marketing
a completed but as yet unsold commodity. Under this valuation scenario, the
entrepreneurial profit, which flows from the sale of individual apartment units,
is contained within the net sales revenues.

In the development process, the total entrepreneurial profit is the difference
between the purchase price and the net sales revenues. As in the instance of a
cooperative conversion, the acquisition cost of a rental apartment building
represents the purchase price component of the equation. The potential for
entrepreneurial profit is determined by the market, and there is only a finite
amount of profit the market is capable of supporting. Given that a major
component in the determination of entrepreneurial profit for the subject
property has already been established by the market (in the form of the
indicated average pricing of the 478 apartment units), establishing an
alternative basis cannot support a new level of market determined
entrepreneurial profit; rather, any entrepreneurial profit would be debited from
the seller's position.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 143


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

We believe that an entrepreneurial profit margin equal to 7.5% of the sale
proceeds would be sufficient to attract investment and has been incorporated as
an expense item.

DISCOUNTED CASH FLOW VALUATION

Value is calculated by discounting the 5-year projected cash flows from the
subject property as a multi-family rental investment property and the 36-month
projected net sale proceeds of the property at an appropriate internal rate of
return (IRR). Based on the discussion contained within the Income Capitalization
Approach section and the 36-month absorption period, we believe a rate
commensurate with that typically realized from rental investment properties is
warranted. Accordingly, an 11.0% discount rate has been selected to discount the
projected net retail sales revenues to an indication of present value.

ADDITIONAL NOTES

All figures are presented as fiscal year-end totals. The unit owner contribution
relating to common charges and real estate taxes for units sold in a given
fiscal year is assumed to be collected for 6 months. Similarly, expenses for
units sold for that period are assumed to extend through the end of the period.
This represents an average 6-month holding period for marketing through unit
closing for the initial fiscal year. Additionally, common charge and real estate
tax contributions from units sold in the prior periods will be processed as
other revenue to offset the common charges and real estate tax burdens
associated with the sell-out period. Further, the net residential rental income
from the unsold units is processed.

The superintendent's unit will be sold to the condominium association at the end
of the sell-out period. It has become customary for the sponsor of conversion
plans to shift the burden of acquiring this unit to the condominium association.
The sale price is based on the prevailing indicated average sale price of $339
per square foot, or $330,864 for the 976 square foot superintendent unit.

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 144


                   CONDOMINIUM SELL-OUT VALUATION (Continued)

As the Garage and Commercial Components are considered to be sold at the end of
the first year, the projected effective gross incomes associated with each
component has been processed to offset the common charges and real estate tax
liability associated with the initial year's operation as a condominium. To
determine the Investment Value, the cash flows have been processed without
consideration for the entrepreneurial incentive line item expense.

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

<TABLE>
<CAPTION>

                                                           THE RITZ PLAZA
                                                     CONDOMINIUM SELL-OUT MODEL
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>             <C>              <C>            <C>         
Inflation Factor                                                            3.0%                   
Sell-Out Period (Months)                                                      36
Number or Residential Units                                                  478
Total Sellable Area (Sq. Ft.)
Residential                                                              341,261
Commercial                                                                25,018
Garage                                                                    34,727
SALE PRICE PER SQ.FT.                                                    2001/02         2002/03          2003/04
RESIDENTIAL                                                                 $319            $329             $339
COMMERCIAL COMPONENT SALE VALUE                                       $6,100,000
GARAGE COMPONENT SALE VALUE                                           $4,500,000                                          Total
APARTMENT SALES
Sq. Ft. Contracted this Period                                           113,754         113,754          113,754        341,262
Average Indicated Price per Sq.Ft.                                          $319            $329             $339
Apartment Sales Revenue this Period                                  $36,287,526     $37,425,066      $38,562,606    $112,275,198
Superintendent Unit                                                           --              --         $330,864        $330,864
COMMERCIAL UNIT SALE                                                  $6,100,000              --               --      $6,100,000
GARBAGE UNIT SALE                                                     $4,500,0OO              --               --      $4,500,000
                                                                     -----------     -----------      -----------      ----------
TOTAL SALES REVENUE FOR PERIOD                                       $46,887,526     $37,425,066      $38,893,470    $123,206,062

OTHER REVENUE
Common Charge Recapture from Units Sold in Prior Period                       $0        $862,108       $1,775,942      $2,638,049
Common Charge Recapture from Units Sold in this Period                   418,499         431,054          443,985       1,293,538
Common Charge Recapture from Commercial Unit                                  --         134,745          138,787         273,533
Common Charge Recapture from Garage Unit                                      --          45,431           46,794          92,226

Real Estate Tax Recapture from Units Sold in Prior Period                     $0        $921,858       $1,899,026      $2,820,884
Real Estate Tax Recapture from Units Sold in this Period                 447,504         460,929          474,757       1,383,189
Real Estate Tax Recapture from Commercial Unit                                --         213,644          220,053         433,697
Real Estate Tax Recapture from Garage Unit                                    --         126,075          129,857         255,932

Net Residential Income from Unsold Units                              10,344,603       6,483,961        2,259,428     $19,087.992
Net Commercial Income                                                   $960,330              --               --         960,330
Net Garage Income                                                       $626,229              --               --         626,229
                                                                     -----------     -----------      -----------      ----------
TOTAL REVENUES                                                       $59,684,690     $47,104,870      $46,282,100    $153,071,661

EXPENSES
Common Charges
Total for Residential Component                                       $2,510,993      $2,586,323       $2,663,913      $7,761,229
Total for Commercial Component                                           130,821         134,745          138,787        $404,353
Total for Garage Component                                                44,108          45,431           46,794        $136,333
Real Estate Taxes
Total for Residential Component                                       $2,685,022      $2,765,573       $2,848,540      $8,299,135
Total for Commercial Component                                           207,421         213,644          220,053         641,118
Total for Garage Component                                               122,403         126,075          129,857         378,335
Capital Reserve and Working Capital Funds                              1,247,959       1,282,085        1,326,137       3,856,182
Marketing Expenses                                                     1,406,626       1,122,752        1,166,804       3,696,182
Legal, Professional and Real Property Transfer Fees                      468,875         374,251          388,935       1,232,061
Unit Preparation Cost                                                  1,481,800       1,572,042        1,619,203       4,673,044
Mini-Management of Unsold Units                                           79,667          79,667           79,667         239,000
Entrepreneurial Incentive                                              3,516,564       2,806,880        2,917,010       9,240,455
                                                                     -----------     -----------      -----------      ----------
Total Expenses                                                       $13,902,259     $13,109,467      $13,545,700     $40,557,426

NET OPERATING INCOME                                                 $45,782,431     $33,995,403      $32,736,400    $112,514,235
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
       Source: Computations and projections by KTR

      Koeppel Tener Real Estate Services. Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 146

                   CONDOMINIUM SELL-OUT VALUATION (Continued)

                                 THE RITZ PLAZA
                              SUMMARY OF CASH FLOWS

- --------------------------------------------------------------------------------
                                                            11.0%

Cash Flow Year                       Cash Flow    Discount Factor  Present Worth
- --------------------------------------------------------------------------------
1996/97                             $8,054,461          0.9009009     $7,256,271
                                                       
1997/98                              7,910,779          0.8116224      6,420,566
                                                       
1998/99                              8,213,556          0.7311914      6,005,681
                                                       
1999/2000                            7,981,015          0.6587310      5,257,342
                                                       
2000/01                              7,691,922          0.5934513      4,564,781
                                                       
2001/02                             45,782,431          0.5346408     24,477,157
                                                       
2002/03                             33,995,403          0.4816584     16,374,172
                                                       
2003/04                             32,736,400          0.4339265     14,205,192
                                     ----------         ---------    -----------
                                                       
                                                                     $84,561,162
                                                       
Indicated Present Worth                                (rounded)     $84,600,000
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                                 Entrepreneurial       Adjusted                 11.0%
Cash Flow Year      Cash Flow          Incentive      Cash Flow       Discount Factor    Present Worth
- ------------------------------------------------------------------------------------------------------
<S>                <C>                 <C>            <C>                   <C>             <C>       
1996/97            $8,054,461                         $8,054,461            0.9009009       $7,256,271
                                                                       
1997/98             7,910,779                          7,910,779            0.8116224        6,420,566
                                                                       
1998/99             8,213,556                          8,213,556            0.7311914        6,005,681
                                                                       
1999/2000           7,981,015                          7,981,015            0.6587310        5,257,342
                                                                       
2000/01             7,691,922                          7,691,922            0.5934513        4,564,781
                                                                       
2001/02            45,782,431          3,516,564      49,298,996            0.5346408       26,357,256
                                                                       
2002/03            33,995,403          2,806,880      36,802,283            0.4816584       17,726,129
                                                                       
2003/04            32,736,400          2,917,010      35,653,411            0.4339265       15,470,960
                                                                                           -----------
                                                                    
Investment Value                                                                           $89,058,986
                                                                    
Indicated Present Worth without consideration for Entrepreneurial Incentive  (rounded)     $89,100,000
- ------------------------------------------------------------------------------------------------------
</TABLE>

Source: Computations by KTR

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                                     Page 147

                   CONDOMINIUM SELL-OUT VALUATION (Continued)

CONCLUSIONS

The cash flow model and summary of cash flows presented reflect the 5-year
holding period prior to the conversion and 36-month marketing period of the
subject property as for-sale condominium units. The indicated present worth of
the subject property is $84,600,000, which suggests an average value rounded to
$180 per square foot of above-grade building area.

As such, the indicated Market Value of the Leased Fee Interest by the discounted
cash flow technique, for the subject property upon its conversion to condominium
units subsequent to the expiration of the 421-a program benefit period and
coincident termination of DHCR rent regulation for the 478 residential
apartments, the superintendent's unit, and the Garage and Commercial Components,
based on market conditions existing as of August 1, 1996 is:

                EIGHTY-FOUR MILLION SIX HUNDRED THOUSAND DOLLARS
                                  ($84,600,000)

Based on the foregoing, the indicated Investment Value of the Leased Fee
Interest by the discounted cash flow technique, for the subject property upon
its conversion to condominium units subsequent to the expiration of the 421-a
program benefit period and coincident termination of DHCR rent regulation for
the 478 residential apartments, the superintendent's unit, and the Garage and
Commercial Components, all without application of the entreprenurial incentive
expense and based on market conditions existing as of August 1, 1996 is:

                EIGHTY-NINE MILLION ONE HUNDRED THOUSAND DOLLARS
                                 ($89,100,000)

          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                               Addenda Page 1


                                  A D D E N D A

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                               Addenda Page 2


                      PHOTOGRAPHS OF THE SUBJECT PROPERTY

          Koeppel Tener Real Estate Services, Inc., Valuation Division


<PAGE>

                               [GRAPHIC OMITTED]
                                    [PHOTO]

             West 48th Street - view west, subject property on right


                               [GRAPHIC OMITTED]
                                    [PHOTO]

             West 48th Street - View east, subject property on left

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                                Rooftop sun deck


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                            Typical apartment detail

          Koeppel Tener Real Estate Services, Inc., Valuation Division



<PAGE>

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                 Retail frontage with commercial office entrance


                               [GRAPHIC OMITTED]
                                    [PHOTO]

             Garage entrance and residential entrance (with canopy)

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

                               [GRAPHIC OMITTED]
                                    [PHOTO]

                        Detail of health club facilities


                               [GRAPHIC OMITTED]
                                    [PHOTO]

                                 Detail of pool

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                               Addenda Page 8


                       DESCRIPTION OF IMPROVED SALES CITED

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                               Addenda Page 9


IMPROVED SALE NUMBER 1

Property Address:                   870 - 88 Eighth Avenue

Date of Sale:                       August 16, 1995

Block/Lot:                          1024/1

Grantor:                            Andrea Woodner & Ano (Co-Exs)
                                    745 Fifth Avenue
                                    New York, NY

Grantee:                            Sunshine Associates, LLC
                                    c/o Jeffrey Manocherian
                                    c/o Manocherian Brothers
                                    150 East 58th Street
                                    New York, NY

Description:                        20-story residential building
                                    containing 383 apartments built in
                                    1965. The structure fronts along
                                    Eighth Avenue between West 52nd and
                                    53rd Streets. The above-grade area is
                                    estimated at 306,525 square feet. The
                                    residential rentable area is estimated
                                    at 250,000 square feet for the
                                    apartments, indicating a
                                    average-sized unit of approximately
                                    653 square feet. Garage and retail
                                    components contribute approximately
                                    20% of income for year prior to sale.

Sale Price:                         $28,713,078
                                    A11 cash


Estimated average apartment rent:   $16.00 per rentable square foot.
                                    Current ownership is accelerating unit
                                    turnover via non-primary residence
                                    actions.

Unit Price:                         $93.67 per square foot of above-grade area
                                    $114.85 per rentable residential square foot
                                    $74,969 per unit


Estimated Overall Rate:             8.7% (based on 1994 NOI of $2,454,347)
Gross Income Multiplier:            5.8 (based on 1994 EGI of $4,977,355)

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

                                888 Eighth Avenue

                               [GRAPHIC OMITTED]
                                    [PHOTO]


          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                              Addenda Page 11

IMPROVED SALE NUMBER 2

Property Address:                   150 East 18th Street (a.k.a. 196 - 
                                    202 Third Avenue)

Date of Sale:                       July 11, 1995

Block/Lot:                          783/40

Grantor:                            Masbel Realty Corp.
                                    c/o E. Jacobs
                                    150 east 18th Street
                                    New York, NY

Grantee:                            SIBA Real Estate LP
                                    c/o Sam Abram
                                    c/o American SIMBA Corp.
                                    580 Fifth Avenue
                                    New York, NY

Description:                        14-story plus penthouse residential building
                                    containing 221 residential apartments built
                                    circa 1960. The structure fronts along Third
                                    Avenue and East 18th Street. The above-grade
                                    area is estimated at 176,995 square feet.
                                    The residential rentable area is estimated
                                    at 152,900 square feet for the apartments,
                                    indicating a average-sized unit of
                                    approximately 841 square feet. Garage and
                                    retail components contribute approximately
                                    20% of income for year prior to sale.

Sale Price:                         $14,900,000
                                    All cash to seller

Estimated average apartment rent:   $13.65 per rentable square foot.

Unit Price:                         $84.18 per square foot of above-grade area
                                    $97.45 per rentable residential square foot
                                    $67,421 per unit

Estimated Overall Rate:             8.1% (based on 1995 NOI of $1,213,667)
Gross Income Multiplier:            5.9 (based on 1995 EGI of $2,519,714)

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

                              150 East 18th Street

                               [GRAPHIC OMITTED]
                                    [PHOTO]
       
          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York,  New York                                              Addenda Page 13

IMPROVED SALE NUMBER 3

Property Address:                   The Camargue
                                    303 East 83rd Street 
                                     (a.k.a. 1602-12 Second Avenue)

Date of Sale:                       August 1994

Block/Lot:                          1546/1

Grantor:                            Romford Realty
                                    c/o Peter S. Kalikow
                                    101 Park Avenue
                                    New York, NY

Grantee:                            303 East 83rd Acquisition Associates, L.P.
                                    c/o Robert Gladstone, et al

Description:                        A 32-story residential building built in
                                    1979 and comprising approximately 218,187
                                    square feet of above-grade area of which
                                    210,669 is allocated to the residential
                                    portion. There are 2 retail spaces totaling
                                    6,265 square feet in area and a 100-car
                                    garage. Vacancy decontrol occurs as 421-a
                                    real estate tax benefits have expired and
                                    only 81 units remain under DHCR regulation.
                                    The unit mix is 78% 1-BRs and 22% 2-BRs. The
                                    purchaser is planning to convert the
                                    premises to condominium ownership with
                                    pricing targeted for the $300 per square
                                    foot market.

Contract Price:                     Equity                           $8,500,000
                                    Mortgage *                       25,000,000
                                                                    -----------
                                    Total                           $33,500,000
                                                 
                                    * Mortgage is based on LIBOR plus 350 basis
                                    points for a 5-year term. Additional terms
                                    include a participation in net conversion
                                    proceeds and/or rental net operating cash
                                    now.

Estimated average apartment rent:   $24.00 per rentable square foot

Unit Price:                         $153.54 per square foot of above-grade area
                                    $159.02 per square foot of rentable area 
                                    (residential)
                                    $125,352 per residential unit

Estimated Overall Rate:             8.5% (based on an NOI of $2,845,000)
Gross Rent Multiplier:              6.1 (based on EGI of $5,530,000)

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

                                  The Camargue
                              303 East 83rd Street

                               [GRAPHIC OMITTED]
                                    [PHOTO]

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>
The Ritz Plaza                                                   August 16, 1996
New York,  New York                                              Addenda Page 15

IMPROVED SALE NUMBER 4

Property Address:                   Chequers
                                    62 West 62nd Street (a.k.a. 1871 - 
                                    79 Broadway)

Date of Sale:                       July 1994

Block/Lot:                          1114/51

Grantor:                            Kalikow Lincoln Development Company
                                    c/o Peter S. Kalikow
                                    101 Park Avenue
                                    New York, NY

Grantee:                            Rose Associates
                                    New York, NY

Description:                        A 26-story residential building containing
                                    121 apartments including a superintendent's
                                    unit. The above-grade area is estimated at
                                    182,616 square feet. The residential
                                    rentable area is estimated at 126,555 square
                                    feet. Was originally built as a condominium
                                    but has been utilized as a rental. The
                                    purchaser may initiate a conversion plan if
                                    the for-sale market conditions improve.

Sale Price:                         Equity                           $7,500,000
                                    Mortgage*                        22,500,000
                                                                    -----------
                                    Total                           $30,000,000
                                    
                                    * Mortgage forecasted at 75% loan-to-value
                                    at market rate (8.5% - 8.75%), as based on
                                    discussions with financial institution
                                    market professionals familiar with the
                                    transaction.

Estimated average apartment rent:   $27.00 per square foot

Unit Price:                         $164.28 per square foot of above-grade area
                                    $237.05 per rentable square foot
                                    $247,934 per unit

Estimated Overall Rate:             8.1% (based on 1993 NOI of $2,435,000)
Gross Income Multiplier:            7.3 (based on 1993 EGI of $4,120,000)

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

                                    Chequers
                               62 West 62nd Street


                               [GRAPHIC OMITTED]
                                    [PHOTO]


          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                               Addenda Page 17


IMPROVED SALE NUMBER 5

Property Address:            235 - 57 West 85th Street

Date of Sale:                December 29, 1993

Block/Lot                    1233/6

Grantor:                     85 West Corp (Riverbank America)
                             145 Huguenot Street
                             New Rochelle, NY

Grantee:                     G F Realty (USA), Inc.
                             c/o Frederic Rado
                             1540 Broadway
                             New York, NY

Description:                 A 22-story residential building containing 65
                             apartments. The above-grade area is estimated at
                             54,000 square feet.  The net rentable area is
                             estimated at 48,200 square feet. Was originally
                             built as a condominiums and may be utilized as
                             rental until market conditions improve. The value
                             indicators include an estimated $250,000 for facade
                             work and minor items.

Sale Price:                                                    $9,559,000

                             Estimated amount for repairs         250,O00
                                                               ----------
                             Total                             $9,809,000
                                                                 All Cash

Estimated average rent:      $28.00 per rentable square foot (Weighted Average)


Unit Price:                  $181.65 per square foot of above-grade area
                             $203.51 per rentable square foot
                             $150,907 per unit
                             (Figures include amount for facade work and common
                             area finishing)

Estimated Overall Rate:      6.5% (based on 95% occupancy and 50.0% expense
                             ratio with all units at Market Rent)

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

                              255 West 85th Street


                               [GRAPHIC OMITTED]
                                    [PHOTO]

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                               Addenda Page 18


                               [GRAPHIC OMITTED]
                      [LOCATION MAP OF MPROVED SALES CITED]


                     Improved Sale No. 1 - 888 Eighth Avenue
                     Improved Sale No. 2 - 150 East 18th Street
                     Improved Sale No. 3 - 303 East 83rd Street "Camargue"
                     Improved Sale No. 4 - 26 West 62nd Street "Chequers"
                     Improved Sale No. 5 - 253-57 West 85th Street

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                               Addenda Page 19


                         QUALIFICATIONS OF THE APPRAISERS

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                               Addenda Page 20


                            BIOGRAPHICAL INFORMATION

MARTIN B. LEVINE is a designated member of the Appraisal Institute (MAI) where
he served on the Chapter #4 Board of Directors and has been Chairman of the
Admissions Committee.

Mr. Levine received his Bachelors Degree in Architecture and Masters Degree in
City and Regional Planning from Pratt Institute in Brooklyn, New York. He has
attended numerous real estate education courses and seminars, including those
offered by the American Institute of Real Estate Appraisers, the Society of Real
Estate Appraisers, Cornell University (Hotel Development and Design), and New
York University.

Mr. Levine is Director of the New York Appraisal Division for Koeppel Tener Real
Estate Services, Inc. His responsibilities include staff supervision, appraisal
management, maintaining product quality, marketing and client development.
During his appraisal career Mr. Levine has been associated with The Weitzman
Group, Inc., a national real estate appraisal and consulting firm, and Planned
Expansion Group - Real Estate Consultants, Inc., architectural design and real
estate consultants. Mr. Levine was previously at The Chase Manhattan Bank for
eleven years as the Vice President in charge of the Metropolitan New York
Appraisal Division. He has performed appraisals on all types of real property
throughout the United States including office buildings, industrial buildings,
hotels and motels, hospitals, apartment buildings and garden apartments,
condominium and co-operative conversions, vacant land and subdivision
development, shopping centers, and loft buildings.

Mr. Levine is the author of "Valuing a Condominium Conversion" which appeared in
The Appraisal Journal and is a contributor to "Subdivision Valuation", published
by the American Institute of Real Estate Appraisers.

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                               Addenda Page 21


                            BIOGRAPHICAL INFORMATION

STEVEN J. SCHLEIDER is a designated member of the Appraisal Institute (MAI) and
is certified by the State of New York as a real estate general appraiser. He is
a vice president of the New York Appraisal Division of Koeppel Tener Real Estate
Services, Inc.

Mr. Schleider received his Bachelor of Arts degree from Berklee College in 1976.
He has completed numerous graduate courses in finance and economics at the
Bernard M. Baruch School of Business, City University of New York. Additionally,
he has attended seminars and continuing education courses in real estate. Mr.
Schleider has successfully completed the Real Estate Appraisal Principles (R1),
Basic Valuation Procedures (R2), Introduction to Income Property Valuation (G1),
Principals of Income Property Appraisal (G2), and Applied Income Property
Valuation (G3) courses offered by the Real Estate Institute at New York
University, and, Advanced Income Capitalization (Course 510), Highest and Best
Use and Market Analysis (Course 520), Advanced Sales Comparison and Cost
Approach (Course 530), Report Writing and Valuation Analysis (Course 540),
Advanced Applications (Course 550) and the Standards of Professional Practice,
Parts A and B, offered by the Appraisal Institute.

Prior to joining the firm, Mr. Schleider was employed by Gilbert Charles Beylen,
Inc., an industry leader in the marketing of luxury hi-rise residential
properties. There he analyzed and developed strategies and feasibility studies
for some of Manhattan's more prestigious properties. From there he joined a
real estate consulting firm that provided asset evaluation services to money
center banks and other financial institutions. His experience in real estate is
broad based and his assignments have included rental, cooperative and
condominium apartment buildings; shopping centers; office buildings; development
projects in various stages of approval; and blocks of cooperative unsold shares.

Mr. Schleider served as the President of the Associate and Affiliate Members
Organization of the New York Metropolitan Chapter of the Appraisal Institute.
Furthermore, he has been a licensed real estate broker in the State of New York
since 1982 and is a member of the Young Mortgage Bankers Association and both
the New York State Association and National Association of Realtors (NAR).

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                               Addenda Page 22


                              LETTER OF ENGAGEMENT

          Koeppel Tener Real Estate Services, Inc., Valuation Division
<PAGE>

                              [LETTERHEAD OF KTR]


July 26, 1996

Mr. Andre Collin
Vice President, Acquisitions
[ILLEGIBLE] Ritz Holdings Inc.
383 St. Jacques Street
Suite 720
Montreal (Quebec)
H2Y 1N9

SUBJECT: The Ritz Plaza, 235-237 West 48th Street, New York, NY

Mr. Collin:

Koeppel Tener Real Estate Services, Inc. ("Koeppel") is pleased to submit our
proposal to provide a fully documented self-contained narrative market value
appraisal of the following property:

                The Ritz Plaza
                235-237 West 48th Street
                New York, NY

APPRAISAL FEE:  A fee of $17,500. A retainer in the amount equal to one third 
                the appraisal fee ($5,833) shall be paid within 5 business days
                from the date of execution of the [ILLEGIBLE]. The Fee shall
                include all costs, charges, and expenditures. Should you employ
                any agents, employees or subcontractors, you shall have
                responsibility for their work and you agree to idemnify, defend
                and hold CS Ritz Holdings Inc. harmless from any and all losses,
                lawsuits, or actions resulting from their acts or omissions.
 
APPRAISAL
REPORT DUE:     Preliminary draft and conclusion value: August [ILLEGIBLE]
                Final report and conclusion value [ILLEGIBLE]

LATE DELIVERY
PENALTY CLAUSE: If the appraisal is received after this date, a [ILLEGIBLE] per 
                calendar day deduction will be made from the fee unless a 
                written extension has been granted by CS Ritz Holdings Inc.

NUMBER OF 
ORIGINALS
REQUIRED:       Four (4).
EFFECTIVE DATE

          Koeppel Tener Real Estate Services. Inc., Valuation Division

<PAGE>

                              [LETTERHEAD OF KTR]

OF APPRAISAL:              Inspection date.

INTEREST TO BE
APPRAISED:                 Fee simple interest.

PURPOSE OF THE
APPRAISALS:                To estimate market value for the purposes of 
                           acquiring the property.

SCOPE OF
ASSIGNMENT:                Complete appraisal: self-contained report
                           o   a fully documented self-contained report
                           o   provide appraisal report in accordance with the 
                               requirements of the Uniform Standards of 
                               Professional Practice of the Appraisal
                               Foundation (USPAP) and Title XI (and amendments)
                               of the Financial Institution Reform, Recovery,
                               and Enforcement Act of 1989 (FIRREA) including
                               without limitation:
                               o   value estimate as a rental project;
                               o   value estimate as a condominium project
                                   (including information on the cost of a 
                                   condominium conversion);
                               o   market information and analysis (rental rate,
                                   vacancy rate, capitalization rate and 
                                   condominium value per unit and/or square
                                   feet).

INTENDED USE OF
THE APPRAISAL:             Exclusive use of CS Ritz Holdings Inc.

CONFIDENTIALITY:           Koeppel agrees not to divulge or disclose or make
                           public (through publication or otherwise) any of the
                           contents of the appraisal report to any party. The
                           information in the appraisal report is for the 
                           exclusive use of CS Ritz Holdings Inc.

CONTACTS:                  Cadim Inc.

                           Name:   Nicolas Rancourt
                           Phone:  (514) 841-0892
                           Fax:    (514) 841-0890

                           Property access and information

                           Name:   Steve Goldschmidt
                           Phone:  (212) 875-1500 (ext. 10)
                           Fax:    (212) 875-0454

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

                              [LETTERHEAD OF KTR]

This report must be in compliance with all specifications of this letter, all
applicable state and federal laws and regulations as well as all generally
accepted standards of professional appraisal practice. Deviations from those
criteria cannot be made without prior written consent.

Yours truly,

KOEPPEL TENER REAL ESTATE SERVICES, INC.


By: /s/ [ILLEGIBLE]
    ----------------------------------------------
    Martin B. Lovine, MAI   [ILLEGIBLE]
    Senior Vice President   [ILLEGIBLE]

APPROVED AND ACCEPTED


/s/ Andre Collin
   -----------------------------------------------
    Andre Collin
    CS Ritz Holdings Inc.

          Koeppel Tener Real Estate Services, Inc., Valuation Division

<PAGE>

The Ritz Plaza                                                   August 16, 1996
New York, New York                                               Addenda Page 25


                              CLIENT-PROVIDED DATA

          Koeppel Tener Real Estate Services. Inc., Valuation Division
<PAGE>

E A S T D I L
================================================================================
                                          EXHIBIT I - COMMERCIAL LEASE SUMMARIES

Tenant:                AT&T Corp.

Space:                 Portion of 4th Floor

Use:                   General offices and storage.
                       Tenant to have access 7 days a
                       week, 24 hours a day.

Size:                  Approximately 7,500 square feet
                       (Lease does not indicate square footage.
                       It only attaches a floor plan)

Term:                  5 Years - Commencing March 1, 1995

Lease Expiration:      February 29, 2000

Minimum Rent:          $172,500 per annum
                       (Rental Payments Commenced Sept., 1995)

Landlord's             Responsible for structural and exterior repairs,
Obligations:           janitorial services and the existing HVAC trunk duct and
                       perimeter units, security services and condenser water to
                       HVAC.

Tenant's Obligations:  Responsible for maintenance and repairs of its premises
                       and any installation or fixtures therein, except for the
                       primary HVAC unit in the 4th floor mechanical room.
                       Tenant to pay its own electric charges.

Tenant's Pro Rata
Percentage:            1.8%

Operating              Tenant to pay its Pro Rata Percentage share of increases
Escalations:           in operating expenses in excess of those expenses for
                       calendar 1995. Tenant shall commence to pay estimated
                       increases of 1996 over 1995 starting January 1, 1996.

Real Estate Taxes:     Tenant responsible for its Pro Rata Percentage share of
                       all increases above the year ending June 30, 1996.

Renewal Rights:        Option to extend until October 31, 2000
                       -Rental: $182,500 per annum

Cancellation Option:   None

Assignment &           Tenant may not sublet or assign without the prior written
Subletting:            consent of the Landlord, which is not to be unreasonably
                       withheld. Tenant remains liable, but only secondarily
                       liable under certain conditions.

Other:                 Tenant has the right, at its sole cost and expense, and
                       subject to Landlord's prior written approval to install a
                       microwave dish or other radio communication antenna on 
                       the roof of the building.


================================================================================
28                                                                   RITZ PLAZA
<PAGE>

E A S T D I L
================================================================================
                                          EXHIBIT I - COMMERCIAL LEASE SUMMARIES

Tenant:                  United States of America

Space:                   Entire 5th Floor and a portion of the 4th Floor

Use:                     Office (Social Security Administration)

Size:                    Approximately 11,700 net usable square feet
                                 -4th floor - 2,752
                                 -5th floor - 8,948
                         (Please note that the leaseable space is approximately
                         16,500 square feet)

Term:                    10 years - Commenced October 17, 1990

Lease Expiration:        October 16, 2000

Minimum Rent:            $563,355 per annum

Landlord's
Obligations:             Provide repairs and maintenance, janitorial and trash
                         removal. Will provide heat or air conditioning, if
                         required on an overtime basis at a rate of $45/hour and
                         $25/hour for air conditioning and heat respectively.

Tenant's Obligations:    Pays for its own electricity, to be separately metered

Escalations:             Base Rate for calculation of escalation is $4.46 per
                         net usable square foot. Commencing with the second year
                         of the lease (i.e. October 17, 1991) and each year
                         thereafter, Tenant shall pay an annual adjustment in
                         the rent equal to the Base Rate multiplied by the
                         percent of change in the Cost of Living Index.

Tenant's Pro Rata
Percentage:              3.02%

Real Estate Taxes:       Tenant responsible for its Pro Rata Percentage share of
                         all increases above the tax year of 1990/91.

Renewal Rights:          None

Cancellation Option:     None

Assignment &
Subletting:              Tenant may sublet, with the prior written consent of
                         the Landlord, not to be unreasonably withheld. Tenant
                         remains liable under the lease.


================================================================================
29                                                                    RITZ PLAZA
<PAGE>

E A S T D I L
================================================================================
                                          EXHIBIT I - COMMERCIAL LEASE SUMMARIES


Tenant:                  Casa Di Meglio, Inc.

Space:                   Street Level

Use:                     Restaurant - Limited to Western European or Continental
                         Cuisine (proscribed from serving Chinese, Thai, Indian
                         or other Oriental Cuisine)

Size:                    Approximately 2,800 square feet
                         (Lease does not indicate square footage.  It only shows
                         a floor plan)

Term:                    15 Years

Lease Expiration:        May 31, 2010

Minimum Rent:            Year            Annual Rental
                         ----            -------------
                           1*             $114,000
                           2              $118,560
                           3              $123,302
                           4              $128,234
                           5              $133,364
                           6              $138,698
                           7              $144,246
                           8              $150,016
                           9              $156,016
                           10             $162,258
                           11             $168,748
                           12             $175,498
                           13             $182,518
                           14             $189,818
                           15             $197,411

                           *Commenced October, 1995

Landlord's
Obligations:             Landlord shall only be responsible for furnishing 
                         perimeter heat through the perimeter system and
                         condenser water for the HVAC.  Landlord also 
                         responsible for a portion of the initial installation,
                         but its obligation is estimated not to exceed $30,000.
                         Landlord obligated to expend an amount, not to exceed
                         $20,000 to apply to The City Planning Commission to use
                         part of the Urban Plaza for an Open Air Cafe, and not
                         to exceed $5,000 for each renewal application.

Tenant's
Obligations:             Tenant shall be responsible for repairs and           
                         maintenance, and for furnishing air conditioning,     
                         electric power, hot water, gas or any other utility. 
                         Tenant responsible for cleaning, and trash and garbage
                         removal. Tenant shall arrange for its own electric    
                         power and gas directly from the Utility company. It   
                         shall arrange for its own separate water meter        
                         directly with the City of New York.                   


================================================================================
30                                                                    RITZ PLAZA
<PAGE>

E A S T D I L
================================================================================
                                          EXHIBIT I - COMMERCIAL LEASE SUMMARIES

Tenant's Pro Rata
Percentage:              1.2%

Real Estate Taxes:       Tenant responsible for its Pro Rata Percentage share of
                         all increases above the year ending June 30, 1996

Renewal Rights:          None

Cancellation Option:     None

Assignment &
Subletting:              Requires prior written consent of landlord. Consent not
                         to be unreasonably withheld. Assignee shall provide
                         guaranty to Landlord.

Open-Air Cafe:           Tenant to have a non-exclusive, revocable license to   
                         use a portion of the plaza to the west and in front of 
                         the Building, consisting of approximately 1,200 square 
                         feet, as open air cafe, operated in connection with   
                         the restaurant. Landlord shall make expenditures up to 
                         a maximum of $20,000 for application to use part of   
                         the Urban Plaza for an Open Air Cafe, and not to       
                         exceed $5,000 for each renewal application.            

Security Deposit:        $80,000. To be reduced to $40,000 when the restaurant
                         commences operations, and to be further reduced by   
                         $10,000 after 2 years so long as Tenant has timely   
                         paid its rent.                                       


================================================================================
31                                                                    RITZ PLAZA
<PAGE>

E A S T D I L
================================================================================
                                          EXHIBIT I - COMMERCIAL LEASE SUMMARIES


Tenant:                 Port Parking Corp.

Space:                  Garage - Basement, Street Level (includes office 
                        area) and Second Floor

Use:                    Public parking, car rental, car leasing and storage of
                        private motor vehicles. Continuous operating          
                        requirement                                           
                        
Term:                   20 years - Commenced April 1, 1990

Lease Expiration:       March 31, 2010

Minimum Rent:           Year Ending    Annual Rent    Year Ending    Annual Rent
                        -----------    -----------    -----------    -----------
                        3/31/91         $400,000       3/31/2001      $491,950
                        3/31/92         $400,000       3/31/2002      $506,708
                        3/31/93         $400,000       3/31/2003      $521,909
                        3/31/94         $400,000       3/31/2004      $537,567
                        3/31/95         $412,000       3/31/2005      $553,694
                        3/31/96         $424,360       3/31/2006      $570,304
                        3/31/97         $437,091       3/31/2007      $587,413
                        3/31/98         $450,204       3/31/2008      $605,036
                        3/31/99         $463,710       3/31/2009      $623,187
                        3/31/2000       $477,621       3/31/2010      $641,883

Landlord's
Obligations:            Make all structural repairs, except where caused by 
                        Tenant's negligence. Responsible for repairs or     
                        alterations when required by governmental agencies, 
                        except where such requirements are a result of      
                        Tenant's use of the premises. Provide cold water for
                        lavatory purposes.                                  

Tenant's Obligations:   Pays for heat in office area. Responsible for rubbish 
                        removal. Tenant shall arrange for its own electric and
                        other utilities directly from the Utility company.    
                        Responsible for sealing the slab every five years.    
                        Tenant to make all non-structural repairs, other than 
                        to the electric, ventilating, sprinkler and other     
                        building systems.                                     

Tenant's Pro Rata
Percentage:             6%

Real Estate Taxes:      Tenant responsible for its Pro Rata Percentage share  
                        of all increases above the year ending June 30, 1992. 
                        In no event shall Tenant's obligation exceed 4% of the
                        rent due under the lease for that year. Tenant shall  
                        pay its share in 12 equal monthly installments.       

Renewal Rights:         None

Cancellation Option:    Tenant may cancel on 30 days notice, if it cannot    
                        legally operate the entire garage premises for public
                        parking purposes.                                    


================================================================================
32                                                                    RITZ PLAZA
<PAGE>

E A S T D I L
================================================================================
                                          EXHIBIT I - COMMERCIAL LEASE SUMMARIES

Assignment &
Subletting:            Requires prior written consent of Landlord, not to be
                       unreasonably withheld.

Security Deposit:      $100,000 Letter of Credit - To be held for duration of
                       term, except Tenant to increase to $200,000 at end of
                       19th year of lease term.


================================================================================
33                                                                    RITZ PLAZA

<PAGE>

S.C. ASSOCIATES
SCHEDULE OF INCOME AND EXPENSES
1996

<TABLE>
<CAPTION>
====================================================================================================================================
ACCT. NO. DESCRIPTION                          JAN         FEB         MAR         APRIL         MAY          JUN          Y-T-D
====================================================================================================================================
<S>       <C>                               <C>         <C>         <C>          <C>          <C>          <C>         <C>         
          INCOME:

          RESIDENTLAL                       805,770.32  825,929.77  810,129.32   826,343.01   814,928.89   837,883.49  4,920,985.40
          COMMERCIAL                        113,584.00  114,011.22  113,706.38   105,257.30   114,767.50   114,767.28    678,103.48
          421 A                              23,367.81   23,825.74   25,419.62    26,323.34    27,787.91    29,124.48    155,848.70
          INTEREST INCOME                        65.09       65.28       69.91        23.02       163.05       137.06        523.41
          INTEREST-INVESTMENT                11,648.51    8,879.77    9,661.47     8,974.08    11,710.44     9,813.47     60,687.74
          FREE RENT                          (2,300.00)  (2,300.00)  (2,300.00)   (2,300.00)   (2,300.00)   (2,300.00)   (13,800.00)
          CONCESSIONS                                                (1,522.80)   (2,947.80)   (8,562.80)                (13,033.40)
          FORFEITED DEPOSIT                   6,614.38     (585.00)  10,161.75     2,463.80    14,962.87    11,434.08     45,051.88
          HEALTH CLUB INCOME                  3,000.00    9,575.00    3,210.00     6,354.74    18,285.00    28,765.00     69,189.74
          DAMAGES                                                       378.88                                               378.88
          LEGAL FEE                                                                                                            0.00
          NSF                                   669.75      981.34    1,422.04     1,963.90     1,094.34     1,695.01      7,826.98
          MISCELLANEOUS INCOME            *   4,460.73      240.36    2,917.66     2,494.32     1,157.84     9,831.67     21,102.58
                                            ----------------------------------------------------------------------------------------
TOTAL INCOME                                966,880.39  980,624.08  973,254.83   974,959.71   993,994.84 1,041,151.54  5,930,865.39

*Cancellation Fee (18F)2485.78
Elect. Port Parking 1744.51

6210      ADVERTISING                         6,699.00   10,391.45    7,877.49     9,845.30    10,649.51     4,284.00     49,746.75

          COMMISSIONS
6220          RITZ PLAZA                     23,220.00   16,985.00   19,495.00    49,395.00    17,695.00    51,119.00    177,909.00
6221          OUTSIDE AGENTS                             18,349.74  (18,439.74)                                                0.00
6223          HEALTH CLUB COMMISSION                                                                                           0.00
                                            ----------------------------------------------------------------------------------------
                                             23,220.00   35,334.74    1,145.26    49,395.00    17,695.00    51,119.00    177,909.00

6230      SUPER'S FREE ELECTRICITY               74.40       70.57      103.54        67.87                                  316.38

          OTHER RENTING EXPENSE
6245          SALARIES-SALES OFFICE           4,109.46    5,140.38    4,288.04     5,549.71     5,540.37     5,002.35     29,630.31
6250          LEASE EVICTION FEES                           781.25    1,281.25     1,875.00        65.00                   4,002.50
6290          MISC. RENTING DCP.              4,080.99    5,723.12    2,019.39    11,136.39     9,702.77     5,901.90     38,564.56
                                            ----------------------------------------------------------------------------------------
                                              8,190.45   11,644.75    7,588.68    18,561.10    15,308.14    10,904.25     72,197.37

          ADMINISTRATIVE EXPENSES
6310          SALARIES-OFFICE                 9,807.72   12,293.65   12,861.58     9,346,87    10,673.10     9,855.67     64,838.59
6311          OFFICE SUPPLIES                 1,025.11      822.52    1,555.33     1,169.81     1,810.80     1,042.81      7,426.38
6312          POSTAGE                           948.93       91.90      992.27     1,085.49       199.44       261.74      3,579.77
6314          MESSENGER EXP.                    212.80      606.25      254.35       376.45       187.45       253.25      1,890.55
6315          ADP PAYROLL FEES                  293.76      496.85      420.62       683.64       528.54       223.38      2,646.79
6316          EQUIPMENT MAINTENANCE             106.91      320.28      328.55       197.08       391.28       996.80      2,340.90
6320          MANAGEMENT FEE                 33,372.26   33,372.26   33,377.79    33,377.79    25,069.15    25,069.15    183,638.40
6330          SALARIES-SUPER                  3,334.00    4,167.50    3,334.00     3,334.00     4,167.50     3,368.98     21,705.98
6340          LEGAL EXP.(PROJECT)                                                                                              0.00
6350          AUDITING EXP./ACCOUNTING FEES                                                                                    0.00
6350          TELEPHONE & ANSWERING SERV        663.15      686.27    1,906.42     1,368.24     1,373.96     1,957.83      7,955.87
6355          DUES AND SUBSCRIPTION             218.00       60.80      198.00        97.80                    101.60        676.20
6370          BAD DEBT                                                                                                         0.00
6380          CONSULTING FEES                 5,500.00               (5,500.00)                                                0.00
6385          PETTY CASH EXP.                                         1,121.57                    990.83       564.41      2,676.81
6390          MISC.ADMIN.EXP.                 1,857.47      (52.41)  10,608.39    12,900.88     5,020.23     6,182.35     36,516.91
                                            ----------------------------------------------------------------------------------------
                                             57,340.11   52,865.87   61,458.87    63,938.05    50,412.28    49,877.97    335,893.15

          ELECTRICITY
6430          ELECTRICITY-APTS.                                                                                 18.61         18.61
6431          ELECTRICITY-PLP                14,502.80   21,576.62   15,435.25    24,558.94     6,435.61    18,072.49    100,581.71
6432          ELECTRICITY-HEALTH CLUB                                                                                          0.00
6433          ELECTRICITY-OFFICE                                                                                               0.00
                                            ----------------------------------------------------------------------------------------
                                             14,502.80   21,576.62   15,435.25    24,558.94     6,435.61    18,091.10    100,600.32

          OTHER UTILITIES
6450          FUEL OIL/COAL                  26,965.56   20,070.20   19,278.57     9,058.17     5,168.11     4,480.39     85,021.00
6452          GAS                               587.62      927.08      522.33       555.48       571.26       482.41      3,646.18
6453          WATER/SEWER                                                         23,656.48                 19,769.63     43,426.11
                                            ----------------------------------------------------------------------------------------
                                             27,553.18   20,997.28   19,800.90    33,270.13     5,739.37    24,732.43    132,093.29
</TABLE>

<PAGE>

S.C. ASSOCIATES
SCHEDULE OF INCOME AND EXPENSES
1996

<TABLE>
<CAPTION>
====================================================================================================================================
ACCT. NO. DESCRIPTION                          JAN         FEB         MAR         APRIL         MAY          JUN          Y-T-D
====================================================================================================================================
<S>       <C>                               <C>         <C>         <C>          <C>          <C>          <C>         <C>        
          OPERATING AND MAINT. EXPENSES
6510          SALARIES-PORTERS               17,561.80   22,838.60   17,630.52    22,316.85    22,045.52    18,813,88    121,207.17
6510          SALARIES-SECURITY GUARD         2,034.00    2,745.0O    1,899.00     2,236.50     2,394.00     1,773.00     13,081.50
6515          CLEANING SUPPLIES               2,093.83    1,417.64    7,208.76       225.42     5,334.90     3,628.33     19,908.88
6517          CLEANING CONTRACT                 625.14      560.72      422.75                  1,459.74       667.35      3,735.70
6520          EXTERMINATING & SUPPLIES          541.25                  565.61     1,131.22     1,106.86       565.61      3,910.55
6525          GARBAGE TRASH REMOVAL              99.59       99.59      199.59       649.59                    439.18      1,487.54
6530          SALARIES-CONCIERGE             13,278.81   16,177.44   12,343.62    12,895.24    20,216.32    13,492.89     88,404.32
6540          SALARIES-REPAIRMEN              9,416.99   12,397.84   11,272.50    11,680.54    11,921.23    12,056.44     68,745.54
6541          REPAIRS MATERIAL/SUPPLIES       4,047.77    1,754.48   11,631.59     3,046.86    11,235.52    11,196.29     42,312.51
6542          REPAIRS CONTRACT               12,544.94   13,904.28   16,005.18     8,772.34    25,364.35    10,551.11     87,142.20
6545          ELEVATOR MAINT/CONTRACT         5,550.82    5,550.82    9,880.00     5,550.82     5,753.51     5,550.32     37,836.79
6546          HEAT/COOL REPAIRS & MAINT       6,756.48    7,739.88   15,468.94     3,917.03     2,576.10     2,528.23     38,986.66
6547          SERVICE CONTRACT               10,709.56    4,578.98   13,830.24     4,578.98    10,231.99     4,942.28     48,872.03
6561          DECORATING SUPPLIES               922.29                1,024.06       790.23     1,918.20       803.76      5,458.54
6562          SALARIES-HEALTH CLUB            6,966.60   10,496.75    8,613.60     8,712.60    11,150.75     8,571.60     54,511.90
6563          HEALTH CLUB EXPENSE             3,475.39    3,110.78    4,684.92    12,588.38     3,458.75     3,439.03     30,757.25
6564          MISC. MAINT. EXP.                                                                 1,747.59     5,781.63      7,529.22
                                            ----------------------------------------------------------------------------------------
                                             96,525.26  103,372.10  132,680.88    99,092.60   137,915.33   104,801.43    674,488.30
                                                                                                                            
          MISC. MAINT. & OPERATING EXP.     
6570          ARCHITECT FEES                                                                                                   0.00 
6572          FIRE DEPT/PERMIT FEES                                     210.00                                               210.00 
6573          INSPECTION FEES                                                                                                  0.00 
6575          BANK CHARGES                                                                                                     0.00 
6577          MISC. FINES AND FEES            2,939.90    2,407.43    2,505.50                 11,984.62    49,147.52     68,984.97 
6578          U.S. TRUSTEE FEES               1,250.00                             3,750,00                                         
6589          MISC. OPERATING EXP.              757.75    1,713.17    3,239.98       160.00     5,893.07     6,228.53     17,992.50 
                                            ----------------------------------------------------------------------------------------
                                              4,947.65    4,120.60    5,955.48     3,910.00    17,877.69    55,376.05     87,187.47

          TAXES
6701          REAL ESTATE TAXES                                       8,947.32                               7,215.54     16,162.86
6702          PAYROLL TAXES                  10,258.29   12,886.80    7,816.52     6,222.07     7,238.15     6,017.16     50,438.99
6703          OTHER TAXES                                                                         100.00                     100.00
                                            ----------------------------------------------------------------------------------------
                                             10,258.29   12,886.80   16,763.84     6,222.07     7,338.15    13,232.70     66,701.85

6711      PROP. & LIAB. EXP.                 84,279.09                                                                    84,279.09

6722      WORKMEN'S COMPENSATION                138.00                                                                     138.00

          HEALTH & EMPLOYEE BENEFITS
6730          INSURANCE-MEDICAL               8,224.08    3,795.59   19,793.66     6,559.75     5,605.49     8,870.49     52,849.06
6731          INSURANCE-DENTAL                  256.16      545.36      545.36       782.76       307.96       545.36      2,982.96
6732          UNION HEALTH FUND                                      18,421.39     4,431.10     5,797.12    21,592.95     50,242.56
6733          UNION PENSION FUND                                      5,366.40                               5,366.40     10,732.80
6734          UNION ANNUITY FUND                                      1,365.00                               1,365.00      2,730.00
6735          NON UNION EMPLOYEE BENEFIT        179.87      179.90      179.90     4,642.60       179.88       179.87      5,542.02
6740          OTHER INSURANCE-SDI             1,362.00                                                                     1,362.00
                                            ----------------------------------------------------------------------------------------
          TOTAL HEALTH & EMP. BENEFITS       10,022.11    4,520.85   45,671.71    16,416.21    11,890.45    37,920.07    126,441.40
6833      INTEREST EXPENSE-OTHER                                                                                               0.00
                                            ----------------------------------------------------------------------------------------
          TOTAL EXPENSES                    343,850.34  277,782.33  314,481.90   325,277.27   281,261.53   370,339.00  1,907,992.37

NET OPERATING INCOME                        623,030.05  702,841.75  658,772.93   649,682.44   712,733.31   670,812.54  4,022,873.02

CAPITAL IMPROVEMENT COST                    265,010.98  120,951.98  247,112,08   120,883.84   121,312.27    13,239.91     888,511.06
HUD PAYMENT                                 354,722.00  364,987.00  521,244.00   397,071.00   377,992.00   588,523.00   2,604,539.00
</TABLE>

<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

INCOME
- --------------

Commercial
- --------------

Summary of                          SF Per   Rent/
Current Rent Roll         Rent    Rentroll     SF

    Casa Di Meglio        9,880     3,000     40
    Port Parking Corp    36,424    34,727     13
    Carlton Cleaners      1,000       120    100
    Space 3V (Vacant)     1,200     3,000      5 Apran Satellite Office
    Ritz Plaza Corp.        875     1,025     10 Mgmt Office - Get larger value
    ATT Corp.            14,375     6,000     29
    US - GSA             47,593    16,500     35

    Totals              111,347    64,372     21

Assume Value for
Vacant Space and Ritz Plaza Corp.
Space at $25/sf and remaining
at current rents

    Casa Di Meglio        9,880     3,000     40
    Port Parking Corp    36,424    34,727     13
    Carlton Cleaners      1,000       120    100
    Space 3V (Vacant)     6,250     3,000     25
    Ritz Plaza Corp.      2,135     1,025     25
    ATT Corp.            14,375     6,000     29
    US - GSA             47,593    16,500     35
                         
    Totals              117,658    64,372     22

    Annual            1,411,893
<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

Budget for 12/l/96-11/30/97
- --------------------------------------

Casa Di Neglio
                               Rent 12/1/96-11/30/97           118,560

                               Total                                     118,560

Fort Parking Corp              Rent 12/l/96-3/31/97            145,697
                               Rent 4/l/97-11/30197            300,136

                               Total                                     445,833

Carlton Cleaners               Assume Current Rent              12,000

                               Total                                      12,000

Third Floor Building Offices   Assume Building Usage                 0

                               Total                                           0

ATT Corp.                      Rent per lease                  172,500

                               Total                                     172,500

US - GSA                       Assume current rent             571,117
                               annualized

                               Total                                     571,117

                               TOTAl (EXCLUDING ESCALATIONS)           1,320,010
<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

Laundry
- -------------

       Contract with Coinmach                        5,000

                                         Annual                  170,000 New 5
                                                                         years 
                                                                         flat 
                                                                         lease
Residential Rents
- -------------------------------------------

       Total Gross Monthly Rent Roll
       Assuming 100% Occupancy (4/30/96)           862,033
       Annualized                                             10,344,392

       Total Units                                     479

       Monthly Rent/Units                         1,799.65

       Assume average of 8 vacants
       per month

       Assume 50% of remaining
       non-vacated apartments renew
       @ anticipated 1 yr
       RGB increase effect. 10/1/96              17,231.66

       Assume average increase                                   103,390

       421(a) increase effective
       4/1/96 for period is included             17,615.11
       in April Base Rent shown above.

       Assume Vacancy Increases for
       96 apartments becoming vacant
       during year
                                                237,553.90
       Assume 5% 1 year                          11,877.69
       Assume 9% Vac Allow.                      21,379.85

       Total Increase Value for                  33,257.55
       Vacants/Month

       Assume 6 month average                                    199,545
<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

      Gross Potential Rent                               10,647,328

      Vacancy Allowance - Residential
      -------------------------------

            Assume 1 month vacancy for 
            half of 96 units at average rent 
            (rest assume immediate re-occupancy)
                                                             88,148
<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

Health Club
- ----------------

      Assume figure based on analysis of
      historical and 6 month average                               154,400
                                                                   
Employee Apartment                                                 
- ------------------------------------------                         
                                                                   
      Assume current rent:                               2,300.00  
                                                                   
      Annual                                                        27,600
      Assume 5% increase for                                       
      6 months                                             230.00  
      Assume 421(a)                                        435.84  
                                                                   
      Total Projected Cost                                          28,266
                                                                   
<TABLE>
<CAPTION>
2010/2011 - PAYROLL - MAINTENANCE STAFF & SECURITY                  
- ---------------------------------------------------------                     ----------

                                                           HOURLY                 WEEKLY      ANNUAL
<S>                                                         <C>                   <C>       <C>     
      SUPER                                                                       833.50     46,676.00 FIGURE 54 WEEKS
      BLDG MECHANIC                                                               871.60     48,809.60 FIGURE 54 WEEKS
      HANDYMAN                                              16.64                            37,273.60 FIGURE 56 WEEKS
      HANDYMAN                                              17.20                            38,528.00 FIGURE 56 WEEKS
      PAINTER                                               15.14                            33,913.60 FIGURE 56 WEEKS
      PORTERS (6)                                           13.76                           184,934.40
      DOORMAN/CONCIERGE (4)                                 13.76                           123,289.60
      CONCIERGE                                             14.79                            33,129.60
      SECURITY GUARD                                         9.00                            18,720.00
                                                                             
      SUBTOTAL PAYROLL - MAINTENANCE                                                        546,554.40
      SUBTOTAL PAYROLL - SECURITY                                                            18,720.00
</TABLE>
<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

2013 - HEALTH CLUB PAYROLL
- ------------------------------------

      Payroll assumes average/wk                   2,200.00
      Assume 52 weeks                                            114,400.00

2015 - PAYROLL TAXES
- ------------------------------------

      Assume Annual Payroll                        679674.4
      Assume Employer Taxes                           12.00%

      Payroll Taxes                                                  81,561
<PAGE>

BACK UP FOR ANALYSIS                                        UPDATED:   02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA


2035-  EMPLOYEE BENEFITS - UNION
- ---------------------------------------
HEALTH                                 $1,459.02               RATE PER EMPLOYEE
                                               4               # OF QUARTERS
                                              16               # OF EMPLOYEES
          SUBTOTAL                                $93,377.28

PENSION                                   $16.92               RATE PER WEEK
                                              52               # OF WEEKS
                                              16               # OF EMPLOYEES
          SUBTOTAL                                $14,077.44

TRAINING/SCHOLARSHIP                      $63.48               RATE PER YEAR
                                              16               # OF EMPLOYEES
          SUBTOTAL                                 $1,015.68

LEGAL FUND                               $182.00               RATE PER YEAR
                                              16               # OF EMPLOYEES
          SUBTOTAL                                 $2,912.00

ANNUITY FUND                               $7.00               RATE PER WEEK
                                              52               # OF WEEKS
                                              16               # OF EMPLOYEES
          SUBTOTAL                                 $5,824.00

TOTAL - EMPLOYEE BENEFITS                        $117,206.40
ROUNDED                                          $117,500.00

2041-  GAS/ELECTRIC
- ---------------------------------------

         Based on historical usage (figures
         from current ngnt)                          240,000

<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

2043 - FUEL
- -----------------

      Use Amerada Hess budget of 500 gallons per unit per
      at average of $.575 for #6 fuel                                    137,713
      Rounded:                                                           137,500

2045 - WATER/SEWER
- -----------------------------------------------

      METERS 6/11/95-2/28/96
      (8 MOS)                                               23,643
                                                            35,591

      ANNUALIZED                                                          88,851
<PAGE>

BACK UP FOR ANALYSIS                                          UPDATED: 02-Aug-96
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

<TABLE>
<CAPTION>
2046 - REAL ESTATE TAXES                  96/97                          97/98                          98/99                      
- -------------------------------------
<S>                                    <C>            <C>             <C>             <C>            <C>               <C>         
    Assume Projected AV                  23,915,000                     24,395,000                     24,880,000                  
    Less Base                             1,840,000                      1,840,000                      1,840,000                  
    Assume Projected AV 96/97            22,075,000                     22,555,000                     23,040,000                  
    Adjusted to 97.8%                    21,589,350                     22,058,790                     22,533,120                  
    Tax Exempt                          (12,953,610)                    (8,823,516)                    (9,013,248)                 
    Taxable Value                        10,961,390                     15,571,484                     15,866,752                  
    Assume Rate Remins                      0.10807                      0.1113121                    0.114651463                 
                                                                                                                                   
    PROJECTED RE TAX 1996/1997                           1,184,597                       1,733,295                      1,819,146  
    ACTUAL 96/97 BILL                                    1,146,994                       1,733,295                      1,819,146  
    BID (Projected)                                         35,000                          35,000                         35,000  
    TOTAL (ACTUAL RE TAX AND EST. BID)                   1,181,994                       1,768,295                      1,854,146  
    ROUNDED                                              1,190,000                       1,768,295                      1,854,146  

    ASSUME FOR 12/1/96 BUDGET
    7 MONTHS BASED ON OLD RATE           694,166.67   1,031,505.17    1,081,585.36    1,451,294.67   1,523,043.69                  
    5 MONTHS BASED ON NEW RATE           736,789.41     772,560.97    1,036,639.05    1,087,888.35   1,142,282.77                  
    TOTAL                              1,430,956.08   1,804,066.14    2,118,224.41    2,539,183.02   2,665,326.46                  
                                                                                                                        
</TABLE>

<TABLE>
<CAPTION>
BACK UP FOR ANALYSIS                                                                                           UPDATED:02-Aug-96
OF APRAN ASSOCIATES INC.
PROPOSED OPERATING BUDGET
RITZ PLAZA

2046 - REAL ESTATE TAXES                  99/00                     00/01
- -------------------------------------
<S>                                   <C>             <C>        <C>            <C>
    Assume Projected AV                  25,375,000                25,880,000
    Less Base                             1,840,000                 1,840,000
    Assume Projected AV 96/97            23,535,000                24,040,000
    Adjusted to 97.8%                    23,017,230                23,511,120
    Tax Exempt                           (4,603,446)               (4,702,224)
    Taxable Value                        20,771,554                21,177,776
    Assume Rate Remins                 0.1180910069              0.1216337371
                                                   
    PROJECTED RE TAX 1996/1997                        2,452,934                 2,575,932
    ACTUAL 96/97 BILL                                 2,452,934                 2,575,932
    BID (Projected)                                      35,000                    35,000
    TOTAL (ACTUAL RE TAX AND EST. BID)                2,487,934                 2,610,932
    ROUNDED                                           2,487,934                 2,610,932

    ASSUME FOR 12/1/96 BUDGET
    7 MONTHS BASED ON OLD RATE        1,451,294.67
    5 MONTHS BASED ON NEW RATE        1,087,888.35
    TOTAL                             2,539,183.02
                                      
</TABLE>

<PAGE>

BACK UP FOR ANALYSIS
OF APRAN ASSOCIATES INC
PROPOSED OPERATING BUDGET
RITZ PLAZA

2050 - INSURANCE
- --------------------------------------

      Use RP figures per schedule
      Commercial Package                                 57,500
      Employee Dishonesty                                   800
      Crime                                                 805
      Workers Comp                                       25,887
      B&M                                                 2,790
      Umbrella                                           10,000
                                                                          97,782

4040 - UNIT PREP
- --------------------------------------

      Assume 96 units
      @ 1,000                                                             96,000

<PAGE>

 494161 2095 000 3 S-C ASSOCIATES L.P. CRSD HOME EXE             A/R     18758.
235 W 40 ST       ST PLD    TEL 212-977-5000 ALT M NXRD   081996 EL ACTIVE SC (
MANHATTAN      10036           TYPE SMSTV LMLRD  CAG     TRIP 35 GS ACTIVE SC (
 NOTE H RSFD M  PEND H                                              FIELD
 EL 40001HD 2585409 K 1200  DIAL & TYPE & MNOT  NONE       PRV 007676   PRS 0078
REJC 061596 CYCLE MYFL 007676 15.85 16.13  DK        PRV-DMD 16.13   PRS-DMD 16.
     060895 CYCLE DISQ 000000 12.27 13.47  IRRU            VERF  NONE  HLTC LOW 
     030995 CYCLE DISQ 000000 13.09 13.27  H/L  SIG  NONE  LAR  071996 007610 TE
T-DATE  M-DATE  CD    E-CONS  E-PIL-AAMT  REG-DMD     LF

071996  072296  CV    160800  18776.51    348.00      64          PRIOR-MNOTS
061996  062596  CV    163200  17590.08    336.00      67       061996  MAX-FAIL
052096  052196  CV    133200  16435.61    336.00      53       060895 DMD DISG
041996  042296  CV    124800  14558.94    276.00      64       120993 MULT REQ
032196  032296  CV    128400  15435.25    276.00      66       080993 DMD DISG
022196  022296  CV    187200  21976.62    264.00      68    
010996  011096  CV    129600  14502.80    264.00      63    
120895  121195  CV    108000  11731.20    216.00      65    
110695  110795  CV    106800  11655.07    220.00      63    MTR STATUS    HOT
100695  102095  CV    110400  12013.55    240.00      66    MTR LOCATION SENT
090795  090895  CV    118800  13900.72    252.00      65    
080895  080995  CV    116400  14189.53    252.00      66    
071095  071195  CV    133200  16761.02    252.00      68    
060895  061395  CV    114000  13583.07    240.00      65    

050995  051095  CV     57200  10622.36    204.00      70          PRIOR-MNOTS
041195  041295  CV    103200  11515.44    216.00      68       061936 MAX-FAIL
031395  031495  CV    121200  13028.63    228.00      69       060896 DMD DISG
020995  021095  CV    114000  11721.05    228.00      69       120993 MULT REQ
011095  011195  CV    118800  12230.41    228.00      67       080993 DMD DISG
120994  121294  CV    115200  12487.60    252.00      59    
110794  110894  CV    112800  11691.74    228.00      66    
100794  101194  CV    108000  12547.10    240.00      64    
090894  090994  CV    123600  14361.71    252.00      68    MTR STATUS  HOT
080994  081094  CV    129600  14283.98    252.00      73    MTR LOCATION SENT
071194  071294  CV    132000  15426.12    264.00      65    
060994  061094  CV    103200  11495.94    228.00      62    
051094          FR                        
                                          
ACTION                        SCROLL      MODE A     MSG 

94-95  1  151,412,089  ELECTRICITY
       2    2,820,000  GAS
          -----------
          154,232,089

95/96  3  175,343,389  ELECTRICITY
       4    3,096,000  GAS
          -----------
          178,439,389


                                           08/05/96 18:51  TX/RX NO. 4865  P.002
<PAGE>

<TABLE>
<CAPTION>
                                            ------------                  -----------
                                                1993                          1994
                                            ------------                  -----------
<S>                         <C>             <C>            <C>            <C>          
Apartment Rent              8,678,753.00                   9,127,389.01                
Vacancies                    (590,333.00)                   (143,847.01)               
421(A) Surcharge              (72,430.93)                   (164,072.83)               
                            ------------                   ------------
                                            8,015,989.07                  8,819,469.17 
                                                                                       
Office Rent & Reimb.        1,014,891.04                     909,717.66                
Vacancies                    (320,750.00)                   (264,000.00)               
Health Club                  (104,848.60)                                              
                            ------------                   ------------
                                              589,292.44                    845,717.66 
                                                                                       
Parking                                       399,999.96                    430,823.73 
                                                                                       
Health Club                                   104,848.60                    156,125.16
421(A) Surcharge                               72,430.93                    164,072.83 
Other                                                                                  
Interest Income                47,977.00                      55,077.12                
NSF and Late Charge            19,882.00                      22,283.47                
Dam. & Cleaning fees            7,489.00                       5,807.00                
Forfeited Sec. Dep.            41,137.00                      16,905.00                
Other Income                   48,391.00                      28,298.58                
                            ------------                   ------------
                                              164,876.00                    128,371.17 
                                            ------------                  -----------
Total Income                                9,347,437.00                 10,344,579.72 
                                                                                       
EXPENSES                                                                               
                                                                                       
General & Administrative                                                               
Other Renting Exp.             41,197.70                      17,538.16                
Salaries-Sales Office          26,824.08                      32,234.89                
Salaries-Office               142,222.00                     176,078.51                
Office Supplies                29,861.00                       7,026.00                
Super's Salaries               45,145.00                      48,528.30                
Super's Rent Free Unit         44,840.00                                               
Tel. And Answering Svc          4,480.00                       8,940.85                
Misc. Admin                    23,865.00                      29,106.40                
Bad Debt                      190,824.00                       47357.05                
                            ------------                   ------------
                                              549,247.78                    366,813.15 
                                                                                       
Real Estate Taxes                             520,401.00                  1,676,590.62*
                                                                                       
Utilities                                                                              
Fuel Oil                       93,600.00                      99,593.30                
Electricity                   227,609.00                     210,059.82                
Water                          58,185.00                      64,680.75                
Gas                                                             4339.05                
                            ------------                   ------------
                                              379,394.00                    378,672.92 
                                                                                       
Janitor & Cleaning P/roll     336,186.00                     395,970.48                
Cleaning Supplies              40,383.00                      31,257.01                
Cleaning Contract             115,653.00                       9,579.06                
Exterminating Supplies         11,330.00                       5,975.40                
Garbage & Trash Remov           2,386.00                       2,052.58                
Grounds Supplies                3,349.00                                               
Repairs Payroll               110,935.00                     106,302.99                
Repairs Material               23,319.00                      28,076.01                
Repairs Contract               60,082.00                      92.571.39                
Elevator Maint./cont.          68,804.00                      81,720.24                
HVAC Maint.                       835.00                      48,635.41                
Health Club Exp.               83,870.00                     107,879.38                
Decorating Supplies            17,533.00                      13,535.84                
Misc. Op. Exp.                 64,181.00                       7,104.14                
                            ------------                   ------------
Operating & Maint.                            938,846.00                    930,659.93 
                                                                                       
Advertising                                    99,905.00                     52,425.80 
                                                                                       
Management Fee                                387,943.00                    395,081.25 
                                                                                       
Commissions                                   515,625.86                    326,777.50 
Outside Agents                189,449.00                      15,885.00                
Sales                          44,370.99                       4,350.00                
Ritz                          281,803.87                     306,542.50                
                                                                                       
Insurance                                                                              
Property & Liab                94,966.07                      75,408.48                
Fidelity Bond Ins.                190.00
Workmen's Comp.                30,639.00                      33,059.86                
Health Ins. & Union Ben       145,526.00                     166,700.01                
                            ------------                   ------------
                                              271,321.07                    275,168.33 
                                                                                       
Legal & Professional                                                                   
Lease Eviction Fees            45,703.40                      15,655.72                
Legal                         433,214.28                      50,000.00                
Auditing Exp.                  30,900.00                      24,129.00                
Bookkeeping services            2,620.00                       1,988.50                
                            ------------                   ------------
                                              512,437.68                     91,773.22 
                                                                                       
Other                                                                                  
Payroll Taxes                  76,044.00                      80,404.55                
Mis. Licenses & Fees           10,031.00                      51,711.27                
                            ------------                   ------------
                                               88,075.00                    112,115.82 
                                            ------------     +8%          -----------
Total Expenses                              4,261,194.39                  4,606,078.54 
                                                                                       
NET OPERATING INCOME                        5,066,242.61                  5,738,501.18 
</TABLE>

* Billed and paid and do not reflect 421(a) tax exemption. However, owner
  will be [illegible] reinstatement of exemption upon payment of delinquent
  water and sewer charge









<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  1

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-1C          COINMACH INDUSTRIES, INC.       1C         COI    8/01/96    OCCUPANCY EXCEEDS               
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due  

235-1V          CASA DI MEGLIO, INC.            1V         COI    8/01/96    MONTHLY RENT                      9,880.00
                                 Totals: Scheduled Chrgs         9,880.00   Prev Bal         0.00  Amt Due     9,880.00

235-2C          PORT PARKING CORP.              2C         COI    8/01/96    MONTHLY RENT                     36,424.25
                                 Totals: Scheduled Chrgs        36,424.25   Prev Bal    21,823.76  Amt Due     

235-3C          CARLTON CLEANERS                3C         COI    8/01/96    MONTHLY RENT                      1,000.00
                                 Totals: Scheduled Chrgs         1,000.00   Prev Bal         0.00  Amt Due     1,000.00

235-4R          RITZ PLAZA CORP MANAGING AGENT  4R         COI    8/01/96    MONTHLY RENT                        875.00
                                 Totals: Scheduled Chrgs           875.00   Prev Bal         0.00  Amt Due       875.00

235-4V          AT&T, CORP.                     4V         COI    8/01/96    MONTHLY RENT                     14,375.00
                                 Totals: Scheduled Chrgs        14,375.00   Prev Bal         0.00  Amt Due    14,375.00

235-5S          GENERAL SERVICE ADMINISTRATION  5S         COI    8/01/96    MONTHLY RENT                     47,593.85
                                 Totals: Scheduled Chrgs        47,593.85   Prev Bal    47,593.25  Amt Due  

235-8A          GREENFIELD, DAVID               8A         RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)
                                 Totals: Scheduled Chrgs         1,301.29   Prev Bal         0.00  Amt Due     1,301.29

235-8B                    , ALLEN KENT          8B         RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)
                                 Totals: Scheduled Chrgs         1,275.85   Prev Bal         0.00  Amt Due    

235-8C          SMITH, DONALD                   8C         RNT    8/01/96    Monthly Rent                      1,625.00
                                 Totals: Scheduled Chrgs         1,625.00   Prev Bal         0.00  Amt Due     1,625.00

235-8D          ABRAHAMSOHN, DANIEL A.A.        8D         RNT    8/01/96    Monthly Rent                  
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       59.40
                                 Totals: Scheduled Chrgs         1,671.31   Prev Bal        24.78  Amt Due     1,696.01

235-8E          MEADOWS, BETH                   8E         RNT    8/01/96    Monthly Rent                      1,222.23
                                                           421    8/01/96    421.a  (Article 32 of Lease)         82.76
                                 Totals: Scheduled Chrgs         1,304.99   Prev Bal         0.00  Amt Due     1,304.99

235-8F          DiBENEDETTO, MARIA   *          8F         RNT    8/01/96    Monthly Rent                      1,600.00
                                                           421    8/01/96    421.a  (Article 47 of Lease)         30.69
                                 Totals: Scheduled Chrgs         1,630.69   Prev Bal         0.00  Amt Due     1,630.69

235-8G          ORTENZIO, JOSEPH                8G         RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3
                                 Totals: Scheduled Chrgs         1,470.07   Prev Bal         0.00  Amt Due     1,470.07

235-8H                               *          8H         RNT    8/01/96    Monthly Rent                      
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  2

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3
                                 Totals: Scheduled Chrgs         1,543.43   Prev Bal         0.00  Amt Due     1,543.43

235-8K          NAKAJIMA, MASATAKA              8K         RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)2        92.07
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal       57.92
                                 Totals: Scheduled Chrgs         1,537.71   Prev Bal               Amt Due    

235-8L          ZENG, ZIMO           *          8L         RNT    8/01/96    Monthly Rent                      1,725.00
                                 Totals: Scheduled Chrgs         1,725.00   Prev Bal       333.92  Amt Due

235-8M                , JUSTINE      *          8M         RNT    8/01/96    Monthly Rent                   
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      
                                 Totals: Scheduled Chrgs         1,567.98   Prev Bal        20.00  Amt Due     1,587.98

235-8N          CONSULATE GENERAL OF LITHUANIA  8N         RNT    8/01/96    Monthly Rent                   
                                                           421    8/01/96    421.a  (Article 32 of Lease)    
                                 Totals: Scheduled Chrgs         1,624.70   Prev Bal         0.00  Amt Due     1,624.70

235-8P          HEYEN, KEITH A.      *          8P         RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3
                                 Totals: Scheduled Chrgs         1,493.04   Prev Bal         0.00  Amt Due     1,493.64

235-8R          KELLY, GLEN                     8R         RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-9A                 , JED                    9A         RNT    8/01/96    Monthly Rent                     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-9B          MEDINA, MARIBEL                 9B         RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs         1,282.01   Prev Bal         0.00  Amt Due     1,282.01

235-9C          NUSBAUM, ROBERT F.              9C         RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       
                                                           SDA    8/01/96    Addtl Security Deposit Renewal       68.07
                                 Totals: Scheduled Chrgs         1,668.14   Prev Bal         0.00  Amt Due     1,668.14

235-9D          FERRETTI, ROBERTO               9D         RNT    8/01/96    Monthly Rent                      1,482.57
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3
                                 Totals: Scheduled Chrgs         1,571.67   Prev Bal         0.00  Amt Due     1,571.67

235-9E          RYAN, NANCY                     9E         RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)4
                                 Totals: Scheduled Chrgs         1,503.34   Prev Bal         0.00  Amt Due     1,503.34

235-9F          UGALDE, CARMEN DIAZ             9F         RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article    of Lease)        
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  3

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-9G          SHARIN WEST OVERSEAS INC.       9G         RNT    8/01/96    Monthly Rent                      1,494.90
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       92.73
                                 Totals: Scheduled Chrgs         1,587.63   Prev Bal         0.00  Amt Due     1,587.63

235-9H          DALIANES, PETER                 9H         RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2 
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-9J          BARNES, ERICA     *             9J         RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease)  
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    

235-9K          MARIA ROSA GARCIA               9K         RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease) 
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-9L                            *             9L         RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease)
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-9M          FITZPATRICK, NEIL               9M         RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 47 of Lease)
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal     
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    

235-9N                  , FLORENCIA             9N         RNT    8/01/96    Monthly Rent                    
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    

235-9P                 , DANIEL                 9P         RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3 
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    

235-9R          AMS ARCHITECTURAL TECHNOLOGIES  9R         RNT    8/01/96    Monthly Office Rent               1,482.57
                                                           421    8/01/96    421.a  (Article    of Lease) 3 
                                 Totals: Scheduled Chrgs         1,571.67   Prev Bal         0.00  Amt Due     1,571.67

235-10A         SAND, RYAN                      10A        RNT    8/01/96    Monthly Rent                      1,295.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 1       26.51
                                 Totals: Scheduled Chrgs         1,321.51   Prev Bal         0.00  Amt Due     1,321.51

235-10B         LINETT, MATHEW                  10B        RNT    8/01/96    Monthly Rent                      1,139.24
                                                           421    8/01/96    421.a  (Article 32 of Lease) 
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-10C         ERNST & YOUNG LLP               10C        RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2 
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  4

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-10D               , MALCOLM                 10D        RNT    8/01/96    Monthly Rent                      1,458.39
                                                           421    8/01/96    421.a  (Article 32 of Lease) 5      228.00
                                 Totals: Scheduled Chrgs         1,678.39   Prev Bal         0.00  Amt Due     1,678.39

235-10E         LIN, KATHLEEN H.                10E        RNT    8/01/96    Monthly Rent                      1,581.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       79.20
                                 Totals: Scheduled Chrgs         1,660.20   Prev Bal         0.00  Amt Due     1,660.20

235-10F               , YOSHIKO                 10F        RNT    8/01/96    Monthly Rent                      1,625.00
                                                           421    8/01/96    421.a  (Article 47 of Lease)         39.60
                                 Totals: Scheduled Chrgs         1,664.60   Prev Bal         0.00  Amt Due     1,664.60

235-10G                                         10G        RNT    8/01/96    Monthly Rent                      1,625.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         39.60
                                 Totals: Scheduled Chrgs         1,664.60   Prev Bal         0.00  Amt Due     1,664.60

235-10H                                         10H        RNT    8/01/96    Monthly Rent                      1,600.00
                                                           421    8/01/96    421.a  (Article 47 of Lease) 1       39.60
                                 Totals: Scheduled Chrgs         1,639.60   Prev Bal         0.00  Amt Due     1,639.60

235-10J                , MARK D.    *           10J        RNT    8/01/96    Monthly Rent                      1,621.80
                                                           421    8/01/96    421.a  (Article 32 of Lease)         39.60
                                 Totals: Scheduled Chrgs         1,661.40   Prev Bal         0.00  Amt Due     1,661.40

235-10K                                         10K        RNT    8/01/96    Monthly Rent                      1,581.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 1       79.20
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,660.20

235-10L                                         10L        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       88.00
                                 Totals: Scheduled Chrgs                    Prev Bal        44.00  Amt Due     1,764.00

235-10M         VAN DER HEIDE, JEKS             10M        RNT    8/01/96    Monthly Rent                      1,695.00
                                 Totals: Scheduled Chrgs         1,695.00   Prev Bal         0.00  Amt Due     1,695.00

235-10N         REARDEN JR., JOHN               10N        RNT    8/01/96    Monthly Rent                      1,580.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       79.20
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,659.20

235-10P         KENNEDY, KAY                    10P        RNT    8/01/96    Monthly Rent                      1,301.25
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      158.40
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal       65.11
                                 Totals: Scheduled Chrgs         1,524.76   Prev Bal         0.02  Amt Due     1,524.76

235-10R         PERMANENT MISSION OF LITHUANIA  10R        RNT    8/01/96    Monthly Rent                      1,625.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 1       39.60
                                 Totals: Scheduled Chrgs         1,664.60   Prev Bal         0.00  Amt Due     1,664.60

235-11A                                         11A        RNT    8/01/96    Monthly Rent                      
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  5

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96    421.a  (Article 32 of Lease) 6      198.00
                                 Totals: Scheduled Chrgs                    Prev Bal        52.40  Amt Due     1,376.66

235-11B         HO, PHILIP W.                   11B        RNT    8/01/96    Monthly Rent                      1,275.00
                                 Totals: Scheduled Chrgs         1,275.00   Prev Bal         0.00  Amt Due     1,275.00

235-11C         PERMAN, SUSAN                   11C        RNT    8/01/96    Monthly Rent                      1,555.50
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       72.60
                                 Totals: Scheduled Chrgs         1,628.10   Prev Bal         0.00  Amt Due     1,628.10

235-11D                                         11D        RNT    8/01/96    Monthly Rent                      1,642.20
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       79.64
                                 Totals: Scheduled Chrgs         1,721.84   Prev Bal         0.00  Amt Due     1,721.84

235-11E                                         11E        RNT    8/01/96    Monthly Rent                      1,555.50
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       66.44
                                 Totals: Scheduled Chrgs         1,621.94   Prev Bal         0.00  Amt Due     1,621.94

235-11F                                         11F        RNT    8/01/96    Monthly Rent                      1,591.20
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       72.60
                                 Totals: Scheduled Chrgs         1,663.80   Prev Bal         0.00  Amt Due     1,663.80

235-11                                          11         RNT    8/01/96    Monthly Rent                      1,591.20
                                                           421    8/01/96    421.a  (Article 32 of Lease)         72.60
                                 Totals: Scheduled Chrgs         1,663.80   Prev Bal         0.00  Amt Due     1,663.80

235-11                                          11         RNT    8/01/96    Monthly Rent                      1,542.88
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due 

235-11K                   , CHRIS               11K        RNT    8/01/96    Monthly Rent                      1,586.89
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       72.60
                                 Totals: Scheduled Chrgs         1,661.49   Prev Bal         0.00  Amt Due     1,661.49

235-11L         EISENBERG, JOSEPH    *          11L        RNT    8/01/96    Monthly Rent                      1,750.00
                                 Totals: Scheduled Chrgs         1,750.00   Prev Bal         0.00  Amt Due     1,750.00

235-11M                                         11M        RNT    8/01/96    Monthly Rent                      1,460.86
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      104.94
                                 Totals: Scheduled Chrgs         1,565.80   Prev Bal         0.00  Amt Due     1,565.80

235-11N         CONSULATE GENERAL OF LITHUANIA  11N        RNT    8/01/96    Monthly Rent                      1,555.40
                                                           421    8/01/96    421.a  (Article 32 of Lease)         59.40
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal       60.20
                                 Totals: Scheduled Chrgs         1,675.00   Prev Bal         0.00  Amt Due     1,675.00

235-11                                          11         RNT    8/01/96    Monthly Rent                      1,430.55
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2      108.98
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,539.45
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  6

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-11R         APARTMENT FURNITURE RENTAL      11R        RNT    8/01/96    Monthly Rent                      1,675.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         36.30
                                 Totals: Scheduled Chrgs         1,711.30   Prev Bal        72.60  Amt Due     1,783.90

235-12A         SHERMAN, PAULINE                12A        RNT    8/01/96    Monthly Rent                      1,300.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         34.98
                                 Totals: Scheduled Chrgs         1,334.98   Prev Bal         0.00  Amt Due     1,334.98

235-12B               , MISAKO                  12B        RNT    8/01/96    Monthly Rent                      1,275.00
                                                           421    8/01/96    421.a  (Article 47 of Lease)         26.29
                                 Totals: Scheduled Chrgs         1,301.29   Prev Bal         0.00  Amt Due     1,301.29

235-12C                                         12C        RNT    8/01/96    Monthly Rent                      1,650.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         29.70
                                 Totals: Scheduled Chrgs         1,679.70   Prev Bal         0.00  Amt Due     1,679.70

235-12D               , DOUGLAS R.              12D        RNT    8/01/96    Monthly Rent                      1,653.42
                                                           421    8/01/96    421.a  (Article 32 of Lease)         37.40
                                 Totals: Scheduled Chrgs         1,690.82   Prev Bal         0.00  Amt Due     1,690.82

235-12E                                 *       12E        RNT    8/01/96    Monthly Rent                      1,393.10
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      176.00
                                 Totals: Scheduled Chrgs         1,569.10   Prev Bal        50.00  Amt Due     1,619.10

235-12F                                         12F        RNT    8/01/96    Monthly Rent                      1,650.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         44.00
                                 Totals: Scheduled Chrgs         1,694.00   Prev Bal         0.00  Amt Due     1,694.00

235-12                                          12         RNT    8/01/96    Monthly Rent                      1,601.40
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       88.00
                                 Totals: Scheduled Chrgs         1,689.40   Prev Bal        50.00  Amt Due     1,739.40

235-12J         DIXON, GRETA                    12J        RNT    8/01/96    Monthly Rent                      1,419.08
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      132.00
                                 Totals: Scheduled Chrgs         1,551.08   Prev Bal         0.00  Amt Due     1,551.08

235-12K               , HAI JOON                12K        RNT    8/01/96    Monthly Rent                      1,450.80
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       62.48
                                 Totals: Scheduled Chrgs         1,513.28   Prev Bal         0.00  Amt Due     1,513.28

235-12M                                         12M        RNT    8/01/96    Monthly Rent                      1,479.06
                                                           421    8/01/96    421.a  (Article 47 of Lease) 4      140.36
                                 Totals: Scheduled Chrgs         1,619.42   Prev Bal     1,669.42  Amt Due     3,288.84

235-12N               , SANDRA L.               12N        RNT    8/01/96    Monthly Rent                      1,339.52
                                                           421    8/01/96    421.a  (Article 47 of Lease) 2      132.00
                                 Totals: Scheduled Chrgs         1,471.52   Prev Bal     3,063.04  Amt Due     4,534.56

235-12P                                 *       12P        RNT    8/01/96    Monthly Rent                   
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  7

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2      
                                 Totals: Scheduled Chrgs         1,671.18   Prev Bal         0.00  Amt Due     1,671.18

235-12R         MORENOFF, DR. JEROME   *        12R        RNT    8/01/96    Monthly Rent                      1,482.57
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       85.47
                                 Totals: Scheduled Chrgs         1,568.04   Prev Bal    (2,179.92) Amt Due      (611.88)

235-14A         TERAKAWA II, ROBERT H. *        14A        RNT    8/01/96    Monthly Rent                      1,295.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         33.11
                                 Totals: Scheduled Chrgs         1,328.11   Prev Bal         0.00  Amt Due     1,328.11

235-14B                , JAMES                  14B        RNT    8/01/96    Monthly Rent                      1,124.55
                                                           421    8/01/96    421.a  (Article 47 of Lease) 3       78.87
                                 Totals: Scheduled Chrgs         1,203.42   Prev Bal       100.00  Amt Due     1,303.42

235-14C         JONES, CHARISSE M.              14C        RNT    8/01/96    Monthly Rent                      1,404.54
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       92.07
                                 Totals: Scheduled Chrgs         1,496.61   Prev Bal         0.00  Amt Due     1,496.61

235-14D         PRATS, IGNACIO G.               14D        RNT    8/01/96    Monthly Rent                      1,586.81
                                                           421    8/01/96    421.a  (Article 47 of Lease) 2       61.38
                                 Totals: Scheduled Chrgs         1,647.99   Prev Bal         0.00  Amt Due     1,647.99

235-14E               , SHIGEO                  14E        RNT    8/01/96    Monthly Rent                      1,404.54
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       93.06
                                 Totals: Scheduled Chrgs         1,497.60   Prev Bal         0.00  Amt Due     1,497.60

235-14F                 , PAULO ANTONIA         14F        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 47 of Lease) 4       
                                 Totals: Scheduled Chrgs         1,590.43   Prev Bal         0.00  Amt Due     1,590.43

235-14G         PHILLIPS, CHARLES E.            14G        RNT    8/01/96    Monthly Rent                      1,695.00
                                 Totals: Scheduled Chrgs         1,695.00   Prev Bal      (226.00) Amt Due     1,469.00

235-14H         YAMAMOTO, YUKIHIDE              14H        RNT    8/01/96    Monthly Rent                      1,695.00
                                 Totals: Scheduled Chrgs         1,695.00   Prev Bal    (1,695.00) Amt Due         0.00

235-14K         TERRAZAS, NORBERTO              14K        RNT    8/01/96    Monthly Rent                      1,581.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         62.04
                                 Totals: Scheduled Chrgs         1,643.04   Prev Bal         0.00  Amt Due     1,643.04

235-14L         DOYLE, FRANCIS         *        14L        RNT    8/01/96    Monthly Rent                      1,713.00
                                                           421    8/01/96    421.a  (Article 47 of Lease) 1       44.00
                                 Totals: Scheduled Chrgs         1,757.11   Prev Bal        50.00  Amt Due     1,807.00

235-14M         ABRUZZO, CRAIG   *              14M        RNT    8/01/96    Monthly Rent                      1,553.84
                                                           421    8/01/96    421.a  (Article 32 of Lease)        105.60
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal       65.67
                                 Totals: Scheduled Chrgs         1,725.11   Prev Bal        50.00  Amt Due     1,775.11
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  8

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-14N         DOLMAN, JOSEPH C.               14N        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)        
                                 Totals: Scheduled Chrgs         1,593.99   Prev Bal               Amt Due     1,593.99

235-14R         SHIN, JUNE                      14R        RNT    8/01/96    Monthly Rent                      1,418.31
                                                           421    8/01/96    421.a  (Article 47 of Lease) 3       89.10
                                 Totals: Scheduled Chrgs         1,507.41   Prev Bal         0.00  Amt Due     1,507.41

235-15A         KANAOKA, AKI                    15A        RNT    8/01/96    Monthly Rent                      1,151.99
                                                           421    8/01/96    421.a  (Article 32 of Lease)         55.22
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal       
                                 Totals: Scheduled Chrgs         1,257.41   Prev Bal         0.00  Amt Due     1,257.41

235-15B         KURKOWSKI, BRADLEY J.           15B        RNT    8/01/96    Monthly Rent                      1,116.43
                                                           421    8/01/96    421.a  (Article 47 of Lease) 2       63.58
                                 Totals: Scheduled Chrgs         1,182.01   Prev Bal         0.00  Amt Due     1,182.01

235-15C         TALMANT, VINCENT                15C        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article    of Lease)      
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal       
                                 Totals: Scheduled Chrgs         1,661.78   Prev Bal         0.00  Amt Due     1,661.78

235-15D         KIELY, JOHANNA M.    *          15D        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)   
                                 Totals: Scheduled Chrgs         1,703.49   Prev Bal         0.00  Amt Due     1,703.49

235-15E                  , KEIKO     *          15E        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article    of Lease) 3     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-15F         WATSON, SARAH        *          15F        RNT    8/01/96    Monthly Rent                      1,675.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         45.05
                                 Totals: Scheduled Chrgs         1,720.65   Prev Bal         0.00  Amt Due     1,720.65

235-15G         SMITH, ERIC                     15G        RNT    8/01/96    Monthly Rent                      1,621.80
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       91.30
                                 Totals: Scheduled Chrgs         1,713.10   Prev Bal       555.53  Amt Due     2,268.63

235-15H         SHARIFI, JAMSHIED    *          15H        RNT    8/01/96    Monthly Rent                      1,347.32
                                                           421    8/01/96    421.a  (Article 32 of Lease)        118.80
                                 Totals: Scheduled Chrgs         1,466.12   Prev Bal         0.00  Amt Due     1,466.12

235-15J         LEDBETTER, SAMMY                15J        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4 
                                 Totals: Scheduled Chrgs         1,553.46   Prev Bal         0.00  Amt Due     1,553.46

235-15K         WHELAN, JOHN T.      *          15K        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page:  9

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-15L         VAN CAMP, NOELLE                15L        RNT    8/01/96    Monthly Rent                      1,775.00
                                 Totals: Scheduled Chrgs         1,775.00   Prev Bal               Amt Due     1,374.24

235-15M         H. WARSHOW & SONS, INC.         15M        RNT    8/01/96    Monthly Rent                      1,670.30
                                                           421    8/01/96    421.a  (Article 47 of Lease) 3      105.93
                                 Totals: Scheduled Chrgs         1,776.23   Prev Bal         0.00  Amt Due     1,776.23

235-15N         GARRETT, EVELYN                 15N        RNT    8/01/96    Monthly Rent                      1,440.40
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       89.10
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,529.50

235-15P         SUPERMEDIA                      15P        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 47 of Lease) 1       89.10
                                 Totals: Scheduled Chrgs                    Prev Bal        50.00  Amt Due     1,522.63

235-15R         PERM MISSION OF LITH TO U.N.    15R        RNT    8/01/96    Monthly Rent                      1,429.38
                                                           421    8/01/96    421.a  (Article 47 of Lease) 4      118.80
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,548.18

235-16A               , BRUCE                   16A        RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 47 of Lease)    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-16B               ,                         16B        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease) 4    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due   

235-16C               , JAMES                   16C        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-16D                                         16D        RNT    8/01/96    Monthly Rent                      1,683.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       61.38
                                 Totals: Scheduled Chrgs         1,744.38   Prev Bal         0.00  Amt Due     1,744.38

235-16E               , LAWRENCE P.             16E        RNT    8/01/96    Monthly Rent                      1,508.58
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       88.00
                                 Totals: Scheduled Chrgs         1,596.58   Prev Bal         0.00  Amt Due     1,596.58

235-16F               , DAVID                   16F        RNT    8/01/96    Monthly Rent                      1,606.50
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       61.38
                                 Totals: Scheduled Chrgs                    Prev Bal        50.00  Amt Due     1,717.88

235-16G         EMGE, CHERYL A.                 16G        RNT    8/01/96    Monthly Rent                      1,700.00
                                                           421    8/01/96    421.a  (Article    of Lease)         
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     1,456.53

235-16H               , SUSAN R.                16H        RNT    8/01/96    Monthly Rent                      1,581.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due 
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 10

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-16                                          16         RNT    8/01/96    Monthly Rent                      1,508.58
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       94.71
                                 Totals: Scheduled Chrgs         1,603.29   Prev Bal         0.00  Amt Due     1,603.29

235-16K                                         16K        RNT    8/01/96    Monthly Rent                      1,553.84
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      124.08
                                 Totals: Scheduled Chrgs         1,677.92   Prev Bal         0.00  Amt Due     1,677.92

235-16L                                         16L        RNT    8/01/96    Monthly Rent                      1,768.68
                                                           421    8/01/96    421.a  (Article 32 of Lease)         29.92
                                 Totals: Scheduled Chrgs         1,798.60   Prev Bal       150.00  Amt Due     1,948.60

235-16M                                         16M        RNT    8/01/96    Monthly Rent                      1,795.00
                                 Totals: Scheduled Chrgs         1,795.00   Prev Bal      (810.70) Amt Due       984.30

235-16N                                         16N        RNT    8/01/96    Monthly Rent                      1,695.00
                                 Totals: Scheduled Chrgs         1,695.00   Prev Bal         0.00  Amt Due     1,695.00

235-16P                                         16P        RNT    8/01/96    Monthly Rent                      1,632.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       59.40
                                 Totals: Scheduled Chrgs         1,691.40   Prev Bal         0.00  Amt Due     1,691.40

235-16R                                         16R        RNT    8/01/96    Monthly Rent                      1,612.62
                                                           421    8/01/96    421.a  (Article 32 of Lease)         59.40
                                 Totals: Scheduled Chrgs         1,672.02   Prev Bal       153.20  Amt Due     1,825.22

235-17A                                         17A        RNT    8/01/96    Monthly Rent                      1,325.00
                                 Totals: Scheduled Chrgs         1,325.00   Prev Bal         0.00  Amt Due     1,325.00

235-17B                                         17B        RNT    8/01/96    Monthly Rent                      1,275.00
                                 Totals: Scheduled Chrgs         1,275.00   Prev Bal         0.00  Amt Due     1,275.00

235-17D                                         17D        RNT    8/01/96    Monthly Rent                      1,695.24
                                                           421    8/01/96    421.a  (Article 32 of Lease)         66.66
                                 Totals: Scheduled Chrgs         1,761.90   Prev Bal         0.00  Amt Due     1,761.90

235-17E                                         17E        RNT    8/01/96    Monthly Rent                      1,700.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         30.69
                                 Totals: Scheduled Chrgs         1,730.69   Prev Bal         0.00  Amt Due     1,730.69

235-17F                                         17F        RNT    8/01/96    Monthly Rent                      1,675.00
                                 Totals: Scheduled Chrgs         1,675.00   Prev Bal        50.00  Amt Due     1,725.00

235-17G                                         17G        RNT    8/01/96    Monthly Rent                      1,642.20
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       76.56
                                 Totals: Scheduled Chrgs                    Prev Bal       169.86  Amt Due     1,888.62

235-17H                                         17H        RNT    8/01/96    Monthly Rent                      1,643.22
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2      
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:13 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 11

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                 Totals: Scheduled Chrgs         1,706.58   Prev Bal         0.00  Amt Due     1,706.58

235-17J                              *          17J        RNT    8/01/96    Monthly Rent                      1,725.00
                                 Totals: Scheduled Chrgs         1,725.00   Prev Bal         0.00  Amt Due     1,725.00

235-17K                 , KAVEH                 17K        RNT    8/01/96    Monthly Rent                      1,457.40
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       98.67
                                 Totals: Scheduled Chrgs         1,556.07   Prev Bal         0.00  Amt Due     1,556.07

235-17L                          ASSOCIATES     17L        RNT    8/01/96    Monthly Rent                      1,507.60
                                                           421    8/01/96    421.a  (Article 32 of Lease) 5      150.15
                                 Totals: Scheduled Chrgs         1,657.75   Prev Bal         0.00  Amt Due     1,657.75

235-17M         BERLIN, MICHAEL A.              17M        RNT    8/01/96    Monthly Rent                      1,800.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         42.13
                                 Totals: Scheduled Chrgs         1,842.13   Prev Bal        86.33  Amt Due     1,928.46

235-17N                              *          17N        RNT    8/01/96    Monthly Rent                      1,339.52
                                                           421    8/01/96    421.a  (Article 32 of Lease)         91.74
                                                           SDA    8/01/96    Addtl Security Deposit/Renewal       61.93
                                 Totals: Scheduled Chrgs         1,493.19   Prev Bal         0.00  Amt Due     1,493.19

235-17P                                         17P        RNT    8/01/96    Monthly Rent                      1,555.40
                                                           421    8/01/96    421.a  (Article 47 of Lease) 2       59.40
                                 Totals: Scheduled Chrgs         1,614.80   Prev Bal         0.00  Amt Due     1,614.80

235-17R         CONSULATE GENERAL OF LITHUANIA  17R        RNT    8/01/96    Monthly Rent                      1,643.22
                                                           421    8/01/96    421.a  (Article 32 of Lease)         27.94
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-18A                                         18A        RNT    8/01/96    Monthly Rent                      1,350.00
                                 Totals: Scheduled Chrgs         1,350.00   Prev Bal         0.00  Amt Due     1,350.00

235-18B         LIU, CHIUNG-MEI                 18B        RNT    8/01/96    Monthly Rent                      1,118.43
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       52.80
                                 Totals: Scheduled Chrgs         1,171.23   Prev Bal         0.00  Amt Due     1,171.23

235-18C                , JOHN A.                18C        RNT    8/01/96    Monthly Rent                      1,675.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         30.14
                                 Totals: Scheduled Chrgs         1,705.14   Prev Bal         0.00  Amt Due     1,705.14

235-18D         DUGAN, ANNE MARIE    *          18D        RNT    8/01/96    Monthly Rent                      1,657.50
                                                           421    8/01/96    421.a  (Article 47 of Lease)         30.69
                                 Totals: Scheduled Chrgs         1,688.19   Prev Bal         0.00  Amt Due     1,688.19

235-18E                 , VLADIMIR              18E        RNT    8/01/96    Monthly Rent                      1,725.00
                                 Totals: Scheduled Chrgs         1,725.00   Prev Bal      (278.10) Amt Due     1,446.90

235-18F                                         18F        RNT    8/01/96    Monthly Rent                      1,675.00
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 12

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96    421.a  (Article 32 of Lease)         31.79
                                 Totals: Scheduled Chrgs         1,706.79   Prev Bal   (10,226.42) Amt Due    

235-18G         PULSTER, MATHIAS                18G        RNT    8/01/96    Monthly Rent                      1,650.00
                                 Totals: Scheduled Chrgs         1,650.00   Prev Bal         0.00  Amt Due     1,650.00

235-18H         GARG, VIKAS                     18H        RNT    8/01/96    Monthly Rent                      1,652.42
                                                           421    8/01/96    421.a  (Article 32 of Lease)         31.79
                                 Totals: Scheduled Chrgs         1,684.19   Prev Bal         0.00  Amt Due     1,684.19

235-18J         BURNS, JAMES       *            18J        RNT    8/01/96    Monthly Rent                      1,606.50
                                                           421    8/01/96    421.a  (Article 32 of Lease)         31.24
                                 Totals: Scheduled Chrgs         1,637.74   Prev Bal         0.00  Amt Due     1,637.74

235-18L                                         18L        RNT    8/01/96    Monthly Rent                      1,785.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         34.54
                                 Totals: Scheduled Chrgs         1,819.54   Prev Bal         0.00  Amt Due     1,819.54

235-18M                                         18M        RNT    8/01/96    Monthly Rent                      1,419.89
                                                           421    8/01/96    421.a  (Article 47 of Lease) 4      142.56
                                 Totals: Scheduled Chrgs         1,562.45   Prev Bal        50.00  Amt Due     1,612.45

235-18N                                         18N        RNT    8/01/96    Monthly Rent                      1,700.00
                                 Totals: Scheduled Chrgs         1,700.00   Prev Bal         0.00  Amt Due     1,700.00

235-18P                                         18P        RNT    8/01/96    Monthly Rent                      1,371.66
                                                           421    8/01/96    421.a  (Article 47 of Lease) 2       59.40
                                 Totals: Scheduled Chrgs         1,431.06   Prev Bal         0.00  Amt Due     1,431.06

235-18R         LEBOVITZ, AARON J. *            18R        RNT    8/01/96    Monthly Rent                      1,527.05
                                                           421    8/01/96    421.a  (Article 32 of Lease)         97.02
                                 Totals: Scheduled Chrgs         1,624.07   Prev Bal         0.00  Amt Due     1,624.07

235-19A         PERM MISSION OF LITH TO U.N.    19A        RNT    8/01/96    Monthly Rent                      1,320.90
                                                           421    8/01/96    421.a  (Article 32 of Lease)         54.78
                                 Totals: Scheduled Chrgs         1,375.68   Prev Bal         0.00  Amt Due     1,375.68

235-19B               , ROSA                    19B        RNT    8/01/96    Monthly Rent                      1,092.42
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       79.20
                                 Totals: Scheduled Chrgs         1,171.62   Prev Bal         0.00  Amt Due     1,171.62

235-19C         KAZAMO, TSUTOMU                 19C        RNT    8/01/96    Monthly Rent                      1,675.00
                                 Totals: Scheduled Chrgs         1,675.00   Prev Bal         0.00  Amt Due     1,675.00

235-19D         KOZYREVA, IRINA                 19D        RNT    8/01/96    Monthly Rent                      1,695.00
                                 Totals: Scheduled Chrgs         1,695.00   Prev Bal         0.00  Amt Due     1,695.00

235-19E         ROTHENBILLER, DEBRA  *          19E        RNT    8/01/96    Monthly Rent                      1,631.10
                                                           421    8/01/96    421.a  (Article 47 of Lease)        
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 13

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                 Totals: Scheduled Chrgs         1,663.00   Prev Bal               Amt Due   

235-19F         LIPTAK, ROBERT W.               19F        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease) 1       30.80
                                 Totals: Scheduled Chrgs         1,695.44   Prev Bal         0.00  Amt Due     1,695.44

235-19G         HAMADA, YUKO                    19G        RNT    8/01/96    Monthly Rent                      1,378.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       93.72
                                 Totals: Scheduled Chrgs         1,471.72   Prev Bal        50.00  Amt Due     1,521.72

235-19H         GORINITSKY, LORNE A.            19H        RNT    8/01/96    Monthly Rent                      1,555.40
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      
                                 Totals: Scheduled Chrgs         1,651.10   Prev Bal         0.00  Amt Due 

235-19J         WACHENHEIN, CYNTHIA      *      19J        RNT    8/01/96    Monthly Rent                      1,631.10
                                                           421    8/01/96    421.a  (Article 32 of Lease)         31.90
                                 Totals: Scheduled Chrgs         1,663.00   Prev Bal         0.00  Amt Due     1,663.00

235-19K                                  *      19K        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due   

235-19L         PARK, JAY JONG HA               19L        RNT    8/01/96    Monthly Rent                      1,800.00
                                 Totals: Scheduled Chrgs         1,800.00   Prev Bal      (348.50) Amt Due     1,451.50

235-19M         BERG, SIMON                     19M        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease)    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due   

235-19N         ENG, SCOTT                      19N        RNT    8/01/96    Monthly Rent                    
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3  
                                 Totals: Scheduled Chrgs         1,501.03   Prev Bal     3,624.50  Amt Due 

235-19P         NEAL, RON                       19P        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      132.00
                                 Totals: Scheduled Chrgs         1,705.08   Prev Bal        50.00  Amt Due 

235-19R         MATAYA, ANGELA M.        *      19R        RNT    8/01/96    Monthly Rent                      1,631.55
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       64.90
                                 Totals: Scheduled Chrgs         1,696.45   Prev Bal         0.00  Amt Due     1,695.45

235-20A         DRAZEN, LYNNE                   20A        RNT    8/01/96    Monthly Rent                      1,320.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         33.00
                                 Totals: Scheduled Chrgs         1,353.00   Prev Bal         0.00  Amt Due     1,353.00

235-20B         SHALLENBURGER, JOE H.           20B        RNT    8/01/96    Monthly Rent                      1,325.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         
                                 Totals: Scheduled Chrgs         1,351.40   Prev Bal         0.00  Amt Due     1,351.40
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 14

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-20C         ISHII, EISHI                    20C        RNT    8/01/96     Monthly Rent                             
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due               

235-20D         KAMMAN, EDWARD G.               20D        RNT    8/01/96     Monthly Rent                     1,555.43
                                                           421    8/01/96     421.A (Article 32 of Lease) 4       61.38
                                 Totals: Scheduled Chrgs         1,616.78   Prev Bal         0.00  Amt Due     1,616.78

235-20E         NAKAJIMA, MASARU                20E        RNT    8/01/96     Monthly Rent                     1,419.35
                                                           421    8/01/96     421.A (Article 32 of Lease) 4            
                                 Totals: Scheduled Chrgs         1,578.15   Prev Bal         0.00  Amt Due     1,578.15
                                                                                                                       
235-20F         AHN, SUNG BOK            *      20F        RNT    8/01/96     Monthly Rent                             
                                 Totals: Scheduled Chrgs         1,705.00   Prev Bal         0.00  Amt Due             
                                                                                                                       
235-20G         APT. FURNITUR RENTAL ASSOC.     20G        RNT    8/01/96     Monthly Rent                     1,700.00
                                 Totals: Scheduled Chrgs         1,700.00   Prev Bal         0.00  Amt Due     1,700.00
                                                                                                                       
235-20H         YIM, DAVID               *      20H        RNT    8/01/96     Monthly Rent                     1,725.00
                                 Totals: Scheduled Chrgs         1,725.00   Prev Bal         0.00  Amt Due             
                                                                                                                       
235-20J         CORA, RUBEN                     20J        RNT    8/01/96     Monthly Rent                             
                                                           421    8/01/96     421.A (Article 32 of Lease) 4            
                                 Totals: Scheduled Chrgs         1,698.92   Prev Bal         0.00  Amt Due     1,698.92
                                                                                                                       
235-20K         TAMAGAWA, YOICHI                20K        RNT    8/01/96     Monthly Rent                     1,725.00
                                 Totals: Scheduled Chrgs         1,725.00   Prev Bal         0.00  Amt Due     1,725.00
                                                                                                                       
235-20L         KARAS, ARRON B.                 20L        RNT    8/01/96     Monthly Rent                             
                                                           421    8/01/96     421.A (Article 32 of Lease) 4            
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due             
                                                                                                                       
235-20M         RINGEL, MATIAS A.        *      20M        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 32 of Lease) 4      107.53
                                                           SDA    8/01/96                                         67.27
                                 Totals: Scheduled Chrgs         1,776.91   Prev Bal    (1,789.65) Amt Due        67.26
                                                                                                               
235-20N         PHAM, ALAN T.                   20N        RNT    8/01/96     Monthly Rent                   
                                                           421    8/01/96     421.A (Article 32 of Lease) 4            
                                 Totals: Scheduled Chrgs         1,454.09   Prev Bal         0.00  Amt Due             
                                                                                                                       
235-20P         KADAKIA, SHEFALI         *      20P        RNT    8/01/96     Monthly Rent                     1,708.02
                                                           421    8/01/96     421.A (Article 47 of Lease) 4       33.11
                                 Totals: Scheduled Chrgs         1,741.11   Prev Bal         0.00  Amt Due     1,741.11        
                                                                                                                       
235-20R         TIERCELIN, STEPHANIE     *      20R        RNT    8/01/96     Monthly Rent                     1,682.44
                                                           421    8/01/96     421.A (Article 47 of Lease) 4       
                                 Totals: Scheduled Chrgs         1,715.00   Prev Bal         0.00  Amt Due     1,715.00        
                                                                                                                       
235-21A         CHRISTOFFERSON, DAVID ALLEN     21A        RNT    8/01/96     Monthly Rent                             
</TABLE> 
<PAGE>   

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 15

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96     421.A                                    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due             

235-21B         FERZIGER, MARSHA                21B        RNT    8/01/96     Monthly Rent                     1,672.68
                                                           421    8/01/96     421.a (Article 32 of Lease) 4      184.25
                                 Totals: Scheduled Chrgs         1,856.85   Prev Bal         0.00  Amt Due     1,856.85

235-21C         FENNESSY, MICHAEL J.            21C        RNT    8/01/96     Monthly Rent                     1,750.00
                                 Totals: Scheduled Chrgs         1,750.00   Prev Bal         0.00  Amt Due     1,750.00

235-21D         NANCE, COLIN             *      21D        RNT    8/01/96     Monthly Rent                     1,685.22
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,665.00

235-21E         OKUBO, TAKASHI                  21E        RNT    8/01/96     Monthly Rent                     1,555.40
                                                           421    8/01/96     421.A (Article 32 of Lease) 4       94.71
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due              

235-21F                                         21F        RNT    8/01/96     Monthly Rent                     1,419.35
                                                           421    8/01/96     421.A (Article 32 of Lease) 4
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,540.94 

235-21G                                  *      21G        RNT    8/01/96     Monthly Rent                     1,700.00
                                 Totals: Scheduled Chrgs         1,700.00   Prev Bal         0.00  Amt Due     1,700.00

235-21H                                  *      21H        RNT    8/01/96     Monthly Rent                     1,446.53
                                                           421    8/01/96     421.A (Article 32 of Lease) 4
                                                           SDA    8/01/96     Addtl Security Deposit/Renewal       
                                 Totals: Scheduled Chrgs         1,578.15   Prev Bal         0.00  Amt Due             

235-21J                                         21J        RNT    8/01/96     Monthly Rent                             
                                                           421    8/01/96     421.A (Article 32 of Lease) 4
                                 Totals: Scheduled Chrgs         1,578.15   Prev Bal         0.00  Amt Due             

235-21K         MATTOS, CARLOS                  21K        RNT    8/01/96     Monthly Rent                     1,523.74
                                                           421    8/01/96     421.A (Article 32 of Lease) 4      104.61
                                 Totals: Scheduled Chrgs         1,578.15   Prev Bal         0.00  Amt Due     1,625.35

235-21L         FURIO, ASCELSA                  21L        RNT    8/01/96     Monthly Rent                     1,789.08
                                                           421    8/01/96     421.A (Article 32 of Lease) 4       75.90
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,864.98

235-21M         LEMANSKI, RACHEL                21M        RNT    8/01/96     Monthly Rent                     1,725.00
                                                           421    8/01/96     421.A (Article 32 of Lease) 4       30.69
                                 Totals: Scheduled Chrgs         1,578.15   Prev Bal         0.00  Amt Due     1,755.69

235-21N         BARTLETT, RONALD L.             21N        RNT    8/01/96     Monthly Rent                             
                                                           421    8/01/96     421.A (Article 32 of Lease) 4            
                                 Totals: Scheduled Chrgs         1,578.15   Prev Bal         0.00  Amt Due             
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 16

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-21P                                         21P        RNT    8/01/96     Monthly Rent                     1,750.00
                                                           421    8/01/96     421.A (Article 32 of Lease)         29.70
                                 Totals: Scheduled Chrgs         1,779.70   Prev Bal         0.00  Amt Due     1,779.70

235-22A         ZOULAS, CHRISTOS                22A        RNT    8/01/96     Monthly Rent                     1,680.65
                                                           421    8/01/96     421.A (Article 32 of Lease) 3      103.29
                                 Totals: Scheduled Chrgs         1,793.94   Prev Bal         0.00  Amt Due     1,793.94

235-22B         DONOVAN, MARY H.                22B        RNT    8/01/96     Pro Rata Rent (6/01 - 8/21)      1,146.39
                                 Totals: Scheduled Chrgs         1,146.39   Prev Bal         0.00  Amt Due     1,146.39

235-22C                                         22C        RNT    8/01/96     Monthly Rent                     1,643.73
                                                           421    8/01/96     421.A (Article 32 of Lease)        110.00
                                 Totals: Scheduled Chrgs         1,753.73   Prev Bal         0.00  Amt Due     1,753.73

235-22D                                         22D        RNT    8/01/96     Monthly Rent                     1,695.00
                                                           421    8/01/96     421.A (Article 32 of Lease)         32.23
                                 Totals: Scheduled Chrgs         1,727.23   Prev Bal         0.00  Amt Due     1,727.23

235-22E                                         22E        RNT    8/01/96     Monthly Rent                     1,750.00
                                 Totals: Scheduled Chrgs         1,750.00   Prev Bal         0.00  Amt Due     1,750.00

235-22F                                         22F        RNT    8/01/96     Monthly Rent                     1,482.57
                                                           421    8/01/96     421.A (Article 32 of Lease) 3       96.69
                                 Totals: Scheduled Chrgs         1,579.26   Prev Bal         0.00  Amt Due     1,579.26

235-22G                                         22G        RNT    8/01/96     Monthly Rent                     1,750.00
                                 Totals: Scheduled Chrgs         1,750.00   Prev Bal         0.00  Amt Due      (790.35)

235-22H                                         22H        RNT    8/01/96     Monthly Rent                     1,661.77
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       64.46
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     7,464.90

235-22J                                         22J        RNT    8/01/96     Monthly Rent                     1,661.77
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       64.46
                                 Totals: Scheduled Chrgs         1,726.23   Prev Bal         0.00  Amt Due     1,726.23

235-22K         PENSELLY, ANDREW                22K        RNT    8/01/96     Monthly Rent                     1,759.50
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       80.90
                                 Totals: Scheduled Chrgs         1,840.46   Prev Bal         0.00  Amt Due     1,840.46

235-22L         BT NORTH AMERICA INC.           22L        RNT    8/01/96     Monthly Rent                     1,911.40
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       77.20
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,998.83

235-22M                                         22M        RNT    8/01/96     Monthly Rent                     1,657.50
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       61.38
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,718.88

</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 17

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-22N                                         22N        RNT    8/01/96     Monthly Rent                     1,708.50
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       68.86
                                 Totals: Scheduled Chrgs         1,777.36   Prev Bal         0.00  Amt Due     1,777.36
                                 
235-22P                                *        22P        RNT    8/01/96     Monthly Rent                     1,695.24
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       67.32
                                 Totals: Scheduled Chrgs         1,762.56   Prev Bal         0.00  Amt Due     1,762.56
                                 
235-23A                                         23A        RNT    8/01/96     Monthly Rent                     1,638.00
                                                           421    8/01/96     421.A (Article 32 of Lease) 3      103.62
                                 Totals: Scheduled Chrgs         1,741.62   Prev Bal         0.00  Amt Due     1,741.62
                                 
235-23B                                         23B        RNT    8/01/96     Monthly Rent                     1,850.00
                                                           421    8/01/96     421.A (Article 32 of Lease)         37.07
                                 Totals: Scheduled Chrgs         1,857.07   Prev Bal         0.00  Amt Due     1,857.07
                                 
235-23C                                         23C        RNT    8/01/96     Monthly Rent                     1,775.00
                                 Totals: Scheduled Chrgs         1,775.15   Prev Bal         0.00  Amt Due     1,775.00
                                 
235-23D                                         23D        RNT    8/01/96     Monthly Rent                     1,539.75
                                                           421    8/01/96     421.A (Article 32 of Lease) 4      125.84
                                 Totals: Scheduled Chrgs         1,665.59   Prev Bal         0.00  Amt Due     1,665.59
                                 
235-23E                                         23E        RNT    8/01/96     Monthly Rent                     1,671.66
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       64.66
                                 Totals: Scheduled Chrgs         1,736.34   Prev Bal         0.00  Amt Due     1,736.34
                                 
235-23F                                         23F        RNT    8/01/96     Monthly Rent                     1,750.00
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due              
                                 
235-23G                                         23G        RNT    8/01/96     Monthly Rent                     1,659.44
                                                           421    8/01/96     421.A (Article 32 of Lease)         64.68
                                 Totals: Scheduled Chrgs         1,724.12   Prev Bal         0.00  Amt Due     1,724.12
                                 
235-23H                                         23H        RNT    8/01/96     Monthly Rent                     1,473.47
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       97.02
                                 Totals: Scheduled Chrgs         1,570.49   Prev Bal         0.00  Amt Due     1,620.49
                                 
235-23J                                         23J        RNT    8/01/96     Monthly Rent                     1,626.90
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       64.68
                                 Totals: Scheduled Chrgs         1,691.58   Prev Bal         0.00  Amt Due     1,691.58
                                 
235-23K                                         23K        RNT    8/01/96     Monthly Rent                     1,492.97
                                                           421    8/01/96     421.A (Article 32 of Lease) 3      105.27
                                 Totals: Scheduled Chrgs         1,598.24   Prev Bal         0.00  Amt Due     1,598.24
                                 
235-23L                                *         23L       RNT    8/01/96     Monthly Rent                     1,932.90
                                                           421    8/01/96     421.A (Article 32 of Lease)         44.77
                                 Totals: Scheduled Chrgs         1,977.67   Prev Bal         0.00  Amt Due     1,977.67
                                 
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 18

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-23M                                         23M        RNT    8/01/96     Monthly Rent                     1,725.00
                                                           421    8/01/96     421.A (Article 32 of Lease)         30.69
                                 Totals: Scheduled Chrgs         1,755.69   Prev Bal         0.00  Amt Due     1,755.69

235-23N         MILLER, JAMES T.                23N        RNT    8/01/96     Monthly Rent                     1,795.00
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       34.54
                                 Totals: Scheduled Chrgs         1,829.54   Prev Bal         0.00  Amt Due     1,829.54
       
235-23P                                         23P        RNT    8/01/96     Monthly Rent                     1,795.00
                                 Totals: Scheduled Chrgs         1,795.00   Prev Bal         0.00  Amt Due     1,795.00
       
                                                24A        RNT    8/01/96     Monthly Rent                     1,636.00
235-24A                                                    421    8/01/96     421.A (Article 32 of Lease)         39.60
                                 Totals: Scheduled Chrgs         1,875.60   Prev Bal         0.00  Amt Due     1,875.60
       
                                       *        24C        RNT    8/01/96     Monthly Rent                     1,775.00
235-24C                                                    421    8/01/96     421.A (Article 32 of Lease)         43.78
                                 Totals: Scheduled Chrgs         1,818.78   Prev Bal         0.00  Amt Due     1,818.78
       
                                                24D        RNT    8/01/96     Monthly Rent                     1,775.00
235-24D                          Totals: Scheduled Chrgs         1,775.00   Prev Bal         0.00  Amt Due     1,259.72
       
235-24E                                 *       24E        RNT    8/01/96     Monthly Rent                     1,555.42
                                                           421    8/01/96     421.A (Article 32 of Lease) 3       99.00
                                 Totals: Scheduled Chrgs         1,654.40   Prev Bal         0.00  Amt Due     1,758.83
                                                                                                                       
235-24F                                         24F        RNT    8/01/96     Monthly Rent                     1,775.00
                                                           421    8/01/96     421.A (Article 32 of Lease)         99.00
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,981.53
                                                                                                                       
235-24G                                         24G        RNT    8/01/96     Monthly Rent                     1,378.53
                                                           421    8/01/96     421.A (Article 32 of Lease) 3       69.10
                                 Totals: Scheduled Chrgs         1,467.63   Prev Bal         0.00  Amt Due     1,467.63
                                                                                                                       
235-24H                                         24H        RNT    8/01/96     Monthly Rent                     1,720.00
                                                           421    8/01/96     421.A (Article 32 of Lease)         39.60
                                 Totals: Scheduled Chrgs         1,759.60   Prev Bal         0.00  Amt Due     1,759.60
                                                                                                                       
235-24J                                         24J        RNT    8/01/96     Monthly Rent                     1,586.61 
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       67.10 
                                 Totals: Scheduled Chrgs         1,653.71   Prev Bal         0.00  Amt Due     1,653.71 
                                                                                                                        
235-24K                                         24K        RNT    8/01/96     Monthly Rent                     1,690.65 
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       71.50 
                                 Totals: Scheduled Chrgs         1,762.15   Prev Bal         0.00  Amt Due     1,762.15 
                                                                                                                       
235-24L                                         24L        RNT    8/01/96     Monthly Rent                     1,872.72
                                                           421    8/01/96     421.A (Article 32 of Lease) 3      151.47
                                 Totals: Scheduled Chrgs         2,224.15   Prev Bal         0.00  Amt Due     2,224.15
                                                                                                                      
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 19

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-24M         PARKER, MICHAEL J.              24M        RNT    8/01/96     Monthly Rent                     1,725.00
                                 Totals: Scheduled Chrgs         1,725.00   Prev Bal         0.00  Amt Due     1,725.00

235-24N         CONCEPCION, MARILEA    *        24N        RNT    8/01/96     Monthly Rent                     1,695.00
                                                           421    8/01/96     421.a (Article 47 of Lease)         31.35
                                 Totals: Scheduled Chrgs         1,726.35   Prev Bal         0.00  Amt Due     1,726.35

235-24P         HART, BUNNY                     24P        RNT    8/01/96     Monthly Rent                     1,634.36
                                                           421    8/01/96     421.a (Article 32 of Lease)        102.30
                                                           SDA    8/01/96     Addtl Security Deposit/Renewal     131.06
                                 Totals: Scheduled Chrgs         1,867.72   Prev Bal         0.00  Amt Due     1,867.72

235-25A               , ROBERT                  25A        RNT    8/01/96     Monthly Rent                     1,735.00
                                 Totals: Scheduled Chrgs         1,735.00   Prev Bal         0.00  Amt Due     1,735.00

235-25B         GUZMAN, FABIAN ALEJANDRO        25B        RNT    8/01/96     Monthly Rent                     1,712.96
                                                           421    8/01/96     421.a (Article 32 of Lease) 5      187.55
                                 Totals: Scheduled Chrgs         1,900.51   Prev Bal         0.00  Amt Due     1,900.51

235-25C               , PETER ALEXANDER         25C        RNT    8/01/96     Monthly Rent                    
                                                           421    8/01/96     421.a (Article 32 of Lease) 4
                                 Totals: Scheduled Chrgs         1,816.01   Prev Bal         0.00  Amt Due     1,816.01

235-25D         FERNANDEZ, NELY                 25D        RNT    8/01/96     Monthly Rent                    
                                                           421    8/01/96     421.a (Article 47 of Lease) 2
                                 Totals: Scheduled Chrgs         1,469.12   Prev Bal        50.00  Amt Due    

235-25E               , LILLIE V.               25E        RNT    8/01/96     Monthly Rent                    
                                 Totals: Scheduled Chrgs                    Prev Bal        50.00  Amt Due    

235-25F         COHEN, PETER MARTIN             25F        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.a (Article 32 of Lease)         32.78
                                 Totals: Scheduled Chrgs         1,782.78   Prev Bal         0.00  Amt Due     1,782.78

235-25G         SHEETS JR., ROBERT              25G        RNT    8/01/96     Monthly Rent                     1,600.00
                                                           421    8/01/96     421.a (Article 32 of Lease)         65.56
                                 Totals: Scheduled Chrgs         1,665.56   Prev Bal         0.00  Amt Due     1,665.56

235-25H         MIWA, KAZUO                     25H        RNT    8/01/96     Monthly Rent                     1,692.22
                                                           421    8/01/96     421.a (Article 32 of Lease) 2       65.56
                                 Totals: Scheduled Chrgs         1,757.78   Prev Bal         0.00  Amt Due     1,757.78

235-25J                   , RAHNEE     *        25J        RNT    8/01/96     Monthly Rent                     1,659.44
                                                           421    8/01/96     421.a (Article 32 of Lease)         65.12
                                                           SDA    8/01/96     Addtl Security Deposit/Renewal    
                                 Totals: Scheduled Chrgs         1,789.66   Prev Bal         0.00  Amt Due     1,789.66

235-25K         PAULIN, MICHAEL D.              25K        RNT    8/01/96     Monthly Rent                 
                                                           421    8/01/96     421.a (Article 32 of Lease) 2
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 20

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                 Totals: Scheduled Chrgs         1,797.24   Prev Bal               Amt Due    

235-25L         ZELLE, MICHAEL N.               25L        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.a (Article 47 of Lease) 1
                                 Totals: Scheduled Chrgs         1,968.39   Prev Bal         0.00  Amt Due     1,968.39

235-25N         PENA, HORACIO                   25N        RNT    8/01/96     Monthly Rent                    
                                                           421    8/01/96     421.a (Article 47 of Lease) 4
                                 Totals: Scheduled Chrgs         1,773.74   Prev Bal         0.00  Amt Due     1,773.74

235-25P         PUENDER,VOLHARD,WEBER & AXSTER  25P        RNT    8/01/96     Monthly Rent                    
                                                           421    8/01/96     421.a (Article 32 of Lease)
                                 Totals: Scheduled Chrgs         1,725.44   Prev Bal         0.00  Amt Due     1,725.44

235-26A         BARNES, DAVID M                 26A        RNT    8/01/96     Monthly Rent                     1,825.00
                                 Totals: Scheduled Chrgs         1,825.00   Prev Bal         0.00  Amt Due     1,825.00

235-26B         BRADSHAW, GAIL-ANN     *        26B        RNT    8/01/96     Monthly Rent                   
                                 Totals: Scheduled Chrgs         1,925.00   Prev Bal               Amt Due   

235-26C                 , TOM J.                26C        RNT    8/01/96     Monthly Rent                     1,795.00
                                 Totals: Scheduled Chrgs         1,795.00   Prev Bal        50.00  Amt Due     1,845.00

235-26D                                         26D        RNT    8/01/96     Monthly Rent                    
                                                           421    8/01/96     421.a (Article 32 of Lease)
                                 Totals: Scheduled Chrgs         1,798.12   Prev Bal         0.00  Amt Due    

235-26E               , VLADAMIR N.             26E        RNT    8/01/96     Monthly Rent                    
                                                           421    8/01/96     421.a (Article    of Lease)
                                 Totals: Scheduled Chrgs         1,417.42   Prev Bal               Amt Due     1,417.42

235-26F         KAMBOLIN, ANATOLY E.            26F        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.a (Article 32 of Lease) 3      121.44
                                 Totals: Scheduled Chrgs         1,541.33   Prev Bal         0.00  Amt Due     1,541.33

235-26G         ZEHNDER, ADRIAN RUDOLPH         26G        RNT    8/01/96     Monthly Rent                    
                                                           421    8/01/96     421.a (Article 47 of Lease)
                                 Totals: Scheduled Chrgs         1,773.60   Prev Bal         0.00  Amt Due     1,773.60

235-26J         KUNO, SEITARO                   26J        RNT    8/01/96     Monthly Rent                     1,659.44
                                                           421    8/01/96     421.a (Article 32 of Lease)         66.00
                                                           SDA    8/01/96     Addtl Security Deposit/Renewal      65.54
                                 Totals: Scheduled Chrgs         1,790.98   Prev Bal         0.00  Amt Due     1,790.98

235-26K         CHENG, MAN YEE BRENDA  *        26K        RNT    8/01/96     Monthly Rent                     1,950.00
                                 Totals: Scheduled Chrgs         1,950.00   Prev Bal         0.00  Amt Due     1,950.00

235-26L         DIETZ, MICHAEL                  26L        RNT    8/01/96     Monthly Rent                  
                                                           421    8/01/96     421.a (Article 32 of Lease)
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 21

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           SDA    8/01/96     Addtl Security Deposit/Renewal    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-26M         BUENDIA, ROSARIO                26M        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 32 of Lease) 2       
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due 

235-26N         NIREI,                          26N        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 47 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-26P         ANTHONY, GREGORY CARLTON        26P        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 47 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27A         GREENWALD, DAVID                27A        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27B         MORGAN STANLEY & CO., INC.      27B        RNT    8/01/96     Monthly Rent                     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27C         CHILDE, DAVID C.                27C        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27D                  , JEAN-MARC            27D        RNT    8/01/96     Monthly Rent                     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27E         RENSHAW, CHRISTOPHER DAVID      27E        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27F         UCHIDA, RYUICHI                 27F        RNT    8/01/96     Monthly Rent                     1,795.00
                                 Totals: Scheduled Chrgs         1,795.00   Prev Bal         0.00  Amt Due     1,795.00

235-27G         RAJ, RAJENDRA K.   *            27G        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 47 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27H         ELLIS, SCOTT       *            27H        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article 32 of Lease) 3    
                                 Totals: Scheduled Chrgs         1,545.27   Prev Bal         0.00  Amt Due     

235-27J         REINE, TINA                     27J        RNT    8/01/96     Monthly Rent                     
                                                           421    8/01/96     421.A (Article    of Lease) 4    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-27K                                         27K        RNT    8/01/96     Monthly Rent                     
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 22

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        

                                                           421    8/01/96    421.a  (Article 47 of Lease)        
                                 Totals: Scheduled Chrgs         1,860.20   Prev Bal               Amt Due     

235-27L         MOLINA, FEDERICO J.             27L        RNT    8/01/96    Monthly Rent                      1,995.00
                                 Totals: Scheduled Chrgs         1,995.20   Prev Bal      2,450.00 Amt Due     4,445.00

235-27M                  , DOUGLAS T.           27M        RNT    8/01/96    Monthly Rent                      1,365.31
                                                           421    8/01/96    421.a  (Article 32 of Lease)         92.07
                                 Totals: Scheduled Chrgs         1,458.38   Prev Bal         0.00  Amt Due     1,458.38

235-27N         OSTERMAN, PHILLIP G.            27N        RNT    8/01/96    Monthly Rent                      1,850.00
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-27P         ITO,                            27P        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)   
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-28A         KNAPP, JESSE A.                 28A        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease)     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-28B         SHANNON, SARAH BETH             28B        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-28C                                         28C        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease)    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-28D                                         28D        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)  
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-28E         SIMPER, MARCUS                  28E        RNT    8/01/96    Monthly Rent                 
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due

235-28F         WILSON, MARK V.                 28F        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,785.24

235-28G                 , KENNETH               28G        RNT    8/01/96    Monthly Rent                      1,755.00
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     1,755.00

235-28H         GUTOWSKI, JAMES V.              33E        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due     
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 23

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-28J                                         28J        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,615.00

235-28K         GLAZERMAN, ELLEN                28K        RNT    8/01/96    Monthly Rent                      1,601.44
                                                           421    8/01/96    421.a  (Article 32 of Lease)         98.67
                                 Totals: Scheduled Chrgs         1,635.20   Prev Bal         0.00  Amt Due     1,700.11

235-28L                                         28L        RNT    8/01/96    Monthly Rent                      1,735.25
                                                           421    8/01/96    421.a  (Article 32 of Lease)        181.29
                                 Totals: Scheduled Chrgs         1,916.53   Prev Bal               Amt Due     1,916.53

235-28M                                         28M        RNT    8/01/96    Monthly Rent                       
                                                           421    8/01/96    421.a  (Article 47 of Lease)         30.69
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,681.00

235-28N                                         28N        RNT    8/01/96    Monthly Rent                      1,925.00
                                 Totals: Scheduled Chrgs                    Prev Bal       312.50  Amt Due     2,235.50

235-28P                                         28P        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease) 2    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-29A              , ALLAN                    29A        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease)
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    

235-29B                                         29B        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due             

235-29C         EDWARDS, FRANK                  29C        RNT    8/01/96    Monthly Rent                              
                                                           421    8/01/96    421.a  (Article 32 of Lease)              
                                                                             Addtl Security Deposit/Renewal       75.17
                                 Totals: Scheduled Chrgs         2,738.64   Prev Bal         0.00  Amt Due     1,919.83

235-29D                                         29D        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       61.38
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,726.02

235-29E                                         29E        RNT    8/01/96    Monthly Rent                      1,733.15
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       73.70
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     1,806.85

235-29F                                         29F        RNT    8/01/96    Monthly Rent                      1,534.59
                                                           421    8/01/96    421.a  (Article 32 of Lease)         99.00
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     1,567.59

235-29G                                         29G        RNT    8/01/96    Monthly Rent                   

</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 24

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96     421.a (Article 32 of Lease) 3       94.38
                                 Totals: Scheduled Chrgs         1,592.56   Prev Bal         0.00  Amt Due     1,592.56  

235-29H                ,                        29H        RNT    8/01/96     Monthly Rent                     1,768.68
                                                           421    8/01/96     421.a (Article 32 of Lease)         33.66
                                 Totals: Scheduled Chrgs         1,802.34   Prev Bal        50.00  Amt Due     1,852.34  

235-29J                 , MICHAEL               29J        RNT    8/01/96     Monthly Rent                     1,750.00
                                                           421    8/01/96     421.a (Article 32 of Lease)         37.40
                                 Totals: Scheduled Chrgs         1,787.40   Prev Bal         0.00  Amt Due     1,787.40

235-29K                 ,                       29K        RNT    8/01/96     Monthly Rent                     1,707.21
                                                           421    8/01/96     421.a (Article 32 of Lease) 3      120.78
                                 Totals: Scheduled Chrgs         1,827.99   Prev Bal         0.00  Amt Due     1,827.99

235-29L                 ,                       29L        RNT    8/01/96     Monthly Rent                     2,025.00
                                                           PRR    8/01/96     Pro Rata Rent Adjmnt/Transfer       52.98
                                 Totals: Scheduled Chrgs         2,077.98   Prev Bal         0.00  Amt Due     2,077.98

235-29M                 ,                       29M        RNT    8/01/96     Monthly Rent                     1,524.21
                                                           421    8/01/96     421.a (Article 32 of Lease)        153.45
                                 Totals: Scheduled Chrgs         1,677.65   Prev Bal         0.00  Amt Due     1,677.66

235-29N                 ,                       29N        RNT    8/01/96     Monthly Rent                     1,785.00
                                                           421    8/01/96     421.a (Article 32 of Lease) 2       71.72
                                 Totals: Scheduled Chrgs         1,856.72   Prev Bal        50.00  Amt Due     1,906.72

235-29P                 ,                       29P        RNT    8/01/96     Monthly Rent                     1,655.64
                                                           421    8/01/96     421.a (Article 32 of Lease)        103.29
                                 Totals: Scheduled Chrgs         1,758.93   Prev Bal         0.00  Amt Due     1,758.93

235-30A                 ,                       30A        RNT    8/01/96     Monthly Rent                     1,728.90
                                                           421    8/01/96     421.a (Article 47 of Lease) 2       70.62
                                 Totals: Scheduled Chrgs         1,799.52   Prev Bal    (1,745.02) Amt Due        54.58

235-30B                 ,                       30B        RNT    8/01/96     Monthly Rent                     1,763.64
                                                           421    8/01/96     421.a (Article 32 of Lease) 5      189.20
                                 Totals: Scheduled Chrgs         1,952.84   Prev Bal         0.00  Amt Due     1,952.84

235-30C               PERELLA & CO., INC.       30C        RNT    8/01/96     Monthly Rent                     1,746.94
                                                           421    8/01/96     421.a (Article 32 of Lease) 2       70.62
                                 Totals: Scheduled Chrgs         1,817.56   Prev Bal         0.00  Amt Due     1,817.56

235-30D                AMERICA INC.             30D        RNT    8/01/96     Monthly Rent                     1,778.88
                                                           421    8/01/96     421.a (Article 32 of Lease) 2       64.68
                                 Totals: Scheduled Chrgs         1,843.56   Prev Bal        64.68  Amt Due     1,908.24

235-30E                , CHERYL S.              30E        RNT    8/01/96     Monthly Rent                     1,524.90
                                                           421    8/01/96     421.a (Article 32 of Lease) 3      101.64
</TABLE>
<PAGE> 

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 25

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                 Totals: Scheduled Chrgs         1,626.54     Prev Bal         0.00  Amt Due   1,626.54  

235-30F         REGINA & MICHAEL PUGLIESE       30F        RNT    8/01/96     Monthly Rent                     1,783.98
                                                           421    8/01/96     421.a (Article 47 of Lease)         33.68
                                 Totals: Scheduled Chrgs         1,817.86   Prev Bal         0.00  Amt Due     1,817.86

235-30G         RITZ, ROBERT S.                 30G        RNT    8/01/96     Monthly Rent                     1,895.00
                                 Totals: Scheduled Chrgs         1,895.00   Prev Bal      (550.14) Amt Due     1,344.66

235-30H                , INGVAR                 30H        RNT    8/01/96     Monthly Rent (42.02 421.A)       1,580.63
                                                           421    8/01/96     421.a (Article 32 of Lease) 3      126.06
                                 Totals: Scheduled Chrgs         1,700.69   Prev Bal        43.38  Amt Due     1,750.07

235-30J         HONDA, KOJI                     30J        RNT    8/01/96     Monthly Rent                     1,743.78
                                                           421    8/01/96     421.a (Article 32 of Lease) 3       99.33
                                 Totals: Scheduled Chrgs         1,843.11   Prev Bal         0.00  Amt Due     1,843.11 

235-30K               , JOHN ALEXANDER          30K        RNT    8/01/96     Monthly Rent                     1,895.00
                                                           421    8/01/96     421.a (Article 32 of Lease)         35.86
                                 Totals: Scheduled Chrgs         1,930.86   Prev Bal         0.00  Amt Due     1,930.86 

235-30L         WILKIK, THOMAS                  30L        RNT    8/01/96     Monthly Rent                     1,912.50
                                                           421    8/01/96     421.a (Article 32 of Lease) 2       77.86
                                 Totals: Scheduled Chrgs         1,990.38   Prev Bal         0.00  Amt Due     1,990.38

235-30M         NOSELLA, JOSEPH                 30M        RNT    8/01/96     Monthly Rent                     1,700.08
                                                           421    8/01/96     421.a (Article 32 of Lease)         33.44
                                 Totals: Scheduled Chrgs         1,733.44   Prev Bal         0.00  Amt Due     1,733.44

235-30N              ,                          30N        RNT    8/01/96     Monthly Rent                     1,895.00
                                                           421    8/01/96     421.a (Article 32 of Lease)         36.08
                                 Totals: Scheduled Chrgs         1,931.08   Prev Bal        36.00  Amt Due     1,967.16

235-30P         MOINIAN, YOSI                   30P        RNT    8/01/96     Monthly Rent                     1,655.64
                                                           421    8/01/96     421.a (Article 32 of Lease) 4      138.16
                                 Totals: Scheduled Chrgs         1,793.80   Prev Bal     1,253.62  Amt Due     3,047.42

235-31A         STANTON, MICHELE                31A        RNT    8/01/96     Monthly Rent                     1,671.72
                                                           421    8/01/96     421.a (Article 32 of Lease) 3      105.60
                                 Totals: Scheduled Chrgs         1,777.32   Prev Bal         0.00  Amt Due     1,777.32

235-31B         STONE, STEVEN                   31B        RNT    8/01/96     Monthly Rent                     2,392.00
                                                           421    8/01/96     421.a (Article 32 of Lease) 4      245.96
                                 Totals: Scheduled Chrgs         2,637.96   Prev Bal     1,371.08  Amt Due     4,009.04

235-31C         SUPERINTENDENT/Nelson Murphy    31C        MOE    8/01/96     MISC OPERATING EXPENSE CREDIT   (2,300.00)
                                                           421    8/01/96     Monthly Rent                     2,300.00
                                 Totals: Scheduled Chrgs             0.00   Prev Bal         0.00  Amt Due         0.00
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 26

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-31D         POWICHROWSKI, JAROSLAW          31D        RNT    8/01/96     Monthly Rent                     1,734.16
                                                           421    8/01/96     421.a (Article 32 of Lease) 2       75.66
                                 Totals: Scheduled Chrgs         1,829.84   Prev Bal        77.84  Amt Due     1,987.39

235-31E         OH, JAY JOONSEOK                31E        RNT    8/01/96     Monthly Rent                     1,795.00
                                                           421    8/01/96     421.a (Article 32 of Lease)         34.98
                                 Totals: Scheduled Chrgs         1,829.98   Prev Bal         0.00  Amt Due     1,829.98

235-31F         MORGAN STANLEY CO., INC.        31F        RNT    8/01/96     Monthly Rent                     1,600.00
                                                           421    8/01/96     421.a (Article 32 of Lease)         34.99
                                 Totals: Scheduled Chrgs         1,834.98   Prev Bal        42.60  Amt Due     1,877.58

235-31H         MES, MARTINUS                   31H        RNT    8/01/96     Monthly Rent                     2,330.76
                                                           421    8/01/96     421.A (Article 32 of Lease) 3       85.47
                                 Totals: Scheduled Chrgs         2,416.23   Prev Bal         0.00  Amt Due     2,416.23

235-31J         PERMANENT MISSION OF SO.AFICA   31J        RNT    8/01/96     Monthly Rent                     3,000.00
                                                           421    8/01/96     421.a (Article 47 of Lease)         79.17
                                 Totals: Scheduled Chrgs         3,079.17   Prev Bal       (42.00) Amt Due     3,039.17

235-31K         INADA, SUKEYSKI                 31K        RNT    8/01/96     Monthly Rent                     1,484.75
                                                           421    8/01/96     421.A (Article 47 of Lease)         85.47
                                 Totals: Scheduled Chrgs         1,550.22   Prev Bal         0.00  Amt Due     1,550.22

235-31L         SHAPIRO, BRADLEY                31L        RNT    8/01/96     Monthly Rent                     1,742.87
                                                           421    8/01/96     421.a (Article 32 of Lease) 2       74.30
                                 Totals: Scheduled Chrgs         1,817.03   Prev Bal        62.91  Amt Due     1,897.94 

235-31M         LESS, JAMES J.                  31M        RNT    8/01/96     Monthly Rent                             
                                                           421    8/01/96     421.a (Article 32 of Lease)         65.47
                                 Totals: Scheduled Chrgs         1,472.67   Prev Bal      4,029.93 Amt Due     5,502.30

235-32A         SKONIESZKY JR., MARK            32A        RNT    8/01/96     Monthly Rent                     1,850.00
                                 Totals: Scheduled Chrgs         1,850.00   Prev Bal         0.00  Amt Due     1,850.00

235-32B         ROWE, STANLEY                   32B        RNT    8/01/96     Monthly Rent                     2,968.00
                                                           421    8/01/96     421.a (Article 32 of Lease)         62.70
                                 Totals: Scheduled Chrgs         1,030.70   Prev Bal         0.00  Amt Due     3,030.70

235-32C         NEWSMAKER SYSTEMS               32C        RNT    8/01/96     Monthly Rent                     2,428.27
                                                           421    8/01/96     421.a (Article 32 of Lease) 4      220.00
                                 Totals: Scheduled Chrgs         2,648.27   Prev Bal         0.00  Amt Due     2,648.27

235-32D         KELLEY, BRUCE                   32D        RNT    8/01/96     Monthly Rent                     1,800.28
                                                           421    8/01/96     421.a (Article 32 of Lease)         35.88
                                 Totals: Scheduled Chrgs         1,835.20   Prev Bal     5,795.20  Amt Due     7,630.40

235-32E         MINET, INC.                     32E        RNT    8/01/96     Monthly Rent                     1,759.50
                                                           421    8/01/96     421.A (Article 32 of Lease)         70.40

</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 27

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-32F         DURRANI, FAISEL KAHN            32F        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)        
                                 Totals: Scheduled Chrgs         1,860.20   Prev Bal         0.00  Amt Due     1,860.20

235-32G         KLEBES II, DANIEL H.            32G        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)         
                                 Totals: Scheduled Chrgs         1,635.20   Prev Bal         0.00  Amt Due     1,635.20

235-32H         SWAMINATHAN, G. & BEDRI M. ***  32H        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-32J         ESI SECURITIES COMPANY          32J        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2      
                                 Totals: Scheduled Chrgs         2,974.54   Prev Bal         2.00  Amt Due     2,974.54

235-32K         CORONA, PAUL                    32K        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-32L         HAMMER, FREDERICK               32L        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs         1,799.99   Prev Bal         0.00  Amt Due     

235-32M         HAFKE, STEFAN                   32M        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2   
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-33A         PANAS, MYRO LOUIS               33A        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs         1,815.35   Prev Bal         0.00  Amt Due     1,815.35

235-33B         OHIRA, KAZUTO                   33B        RNT    8/01/96    Monthly Rent                      2,573.97
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      164.67
                                 Totals: Scheduled Chrgs         2,738.64   Prev Bal         0.00  Amt Due     2,738.64

235-33C         EASTERN ELECTRONICS, INC.       33C        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 5    
                                 Totals: Scheduled Chrgs         2,620.98   Prev Bal         0.00  Amt Due     

235-33D         WILLIAMS, MARTIN D.             33D        RNT    8/01/96    Monthly Rent                      1,523.37
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      106.26
                                 Totals: Scheduled Chrgs         1,629.63   Prev Bal               Amt Due     1,629.63

235-33E         NELSON, CARLA W.                33E        RNT    8/01/96    Monthly Rent                      1,555.50
                                                           421    8/01/96    421.a  (Article 32 of Lease)         72.60
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due     1,628.10
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 28

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-33F         KENICHI, YAMATO                 33F        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    

235-33G         KRUSE, WARD E.   *              33G        RNT    8/01/96    Monthly Rent                      1,850.00
                                 Totals: Scheduled Chrgs         1,850.00   Prev Bal         0.20  Amt Due     1,850.00

235-33H         GALVEZ, EDWARDO                 33H        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)        
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-33J         GUTTMAN,       C.               33J        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2      
                                 Totals: Scheduled Chrgs         2,776.08   Prev Bal         2.00  Amt Due     2,776.08

235-33K         CAMACHO, ENRIQUE E.             33K        RNT    8/01/96    Monthly Rent                      1,420.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-33M         JAHN, ROBERT                    33M        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      

                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-34A         CLUBB, JAMES D.                 34A        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease) 
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-34B                                         34B        RNT    8/01/96    Monthly Rent                      

                                                           421    8/01/96    421.a  (Article 32 of Lease) 3  
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due   

235-34C         GOMEZ, CHARLES                  34C        RNT    8/01/96    Monthly Rent                      2,121.60
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2               
                                 Totals: Scheduled Chrgs         2,271.42   Prev Bal         0.00  Amt Due              

235-34D         ROSENTHAL, BARRY *              34D        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)     
                                 Totals: Scheduled Chrgs         1,653.49   Prev Bal         0.00  Amt Due     

235-34E         RECINIELLO, SHELLEY DR.         34E        RNT    8/01/96    Monthly Rent                      1,414.14
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4            
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due               

235-34F               , TOMOYUKI                34F        RNT    8/01/96    Monthly Rent                      1,555.50
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due     1,678.10

235-34G         SMITH, KENETH D.                34G        RNT    8/01/96    Monthly Rent                     

</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 29

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-34J         AFFOLDER, BRIAN L.              34J        RNT    8/01/96    Monthly Rent                      3,095.00
                                 Totals: Scheduled Chrgs         3,095.00   Prev Bal         0.00  Amt Due     3,095.00

235-34K         NATHAN, TOMMY                   34K        RNT    8/01/96    Monthly Rent                      1,800.00
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,800.00

235-34L         GETTER, DOUGLAS L.              34L        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal        50.00  Amt Due     1,937.00

235-34M                , REBECCA                34M        RNT    8/01/96    Monthly Rent                      1,784.51
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       56.90
                                 Totals: Scheduled Chrgs         2,776.08   Prev Bal         0.00  Amt Due     1,841.49

235-35A                , CLAUDIA                35A        RNT    8/01/96    Monthly Rent                      1,775.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         30.69
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-35B                                         35B        RNT    8/01/96    Monthly Rent                      3,054.98
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2      105.78
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     3,164.68

235-35C              , ERIC                     35C        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease) 
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-35D                                         35D        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due   

235-35E              , SOPHIE                   35E        RNT    8/01/96    Monthly Rent                      1,830.90
                                                           421    8/01/96    421.a  (Article 32 of Lease)         26.49
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,859.39 

235-35F                  , MIKE                 35F        RNT    8/01/96    Monthly Rent                      1,414.69
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      113.96
                                 Totals: Scheduled Chrgs         1,653.49   Prev Bal         0.00  Amt Due     1,528.65

235-35G         SOWELL, PAUL D.                 35G        RNT    8/01/96    Monthly Rent                      1,553.84
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       99.00
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     1,652.84

235-35H               , MARK                    35H        RNT    8/01/96    Monthly Rent                      2,400.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      100.32
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due     2,500.32

235-35K                                         35K        RNT    8/01/96    Monthly Rent                     

</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 30

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       85.47
                                 Totals: Scheduled Chrgs         1,860.20   Prev Bal        50.00  Amt Due     1,669.47

235-35L                                         35L        RNT    8/01/96    Monthly Rent                      1,758.58
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       71.72
                                 Totals: Scheduled Chrgs         1,831.22   Prev Bal    (1,795.36) Amt Due        35.20

235-                                                       RNT    8/01/96    Monthly Rent                      3,060.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 1       68.64
                                 Totals: Scheduled Chrgs         3,128.64   Prev Bal        100.00 Amt Due     3,228.64

235-                                                       RNT    8/01/96    Monthly Rent                      2,700.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         49.94
                                 Totals: Scheduled Chrgs         2,749.94   Prev Bal         0.00  Amt Due     2,749.90

235-                                            32K        RNT    8/01/96    Monthly Rent                      1,559.19
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      114.87
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,674.06

235-                                                       RNT    8/01/96    Monthly Rent                      1,875.00
                                 Totals: Scheduled Chrgs                    Prev Bal     (544.44)  Amt Due     1,330.56

235-                                                       RNT    8/01/96    Monthly Rent                      1,461.76
                                                           421    8/01/96    421.a  (Article 47 of Lease) 3      128.37
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,590.13

235-                                                       RNT    8/01/96    Monthly Rent                      1,825.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         47.30
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,872.30

235-                                                       RNT    8/01/96    Monthly Rent                      2,650.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         49.94
                                 Totals: Scheduled Chrgs         2,699.94   Prev Bal         0.00  Amt Due     2,699.94

235-                                                       RNT    8/01/96    Monthly Rent                      2,943.72
                                                           421    8/01/96    421.a  (Article 47 of Lease) 3      156.75
                                 Totals: Scheduled Chrgs         3,100.47   Prev Bal         0.00  Amt Due     6,250.94

235-                                                       RNT    8/01/96    Monthly Rent                      1,728.90
                                                           421    8/01/96    421.a  (Article 47 of Lease)         28.49
                                 Totals: Scheduled Chrgs         1,757.39   Prev Bal               Amt Due     1,757.39

235-                                                       RNT    8/01/96    Monthly Rent                      1,659.44
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       74.14
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due     1,733.58

235-                                                       RNT    8/01/96    Monthly Rent                      1,728.90
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       94.60
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due             
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 31

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-37B                    & SONS, INC.         37B        RNT    8/01/96    Monthly Rent                      3,054.92
                                                           421    8/01/96    421.a  (Article 32 of Lease)         53.90
                                 Totals: Scheduled Chrgs         3,108.80   Prev Bal         0.00  Amt Due     3,108.80

235-37C         WALSH, ANTHONY J.               37C        RNT    8/01/96    Monthly Rent                      2,700.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         65.12
                                 Totals: Scheduled Chrgs         2,765.12   Prev Bal        50.00  Amt Due     2,815.12

235-37D                                         37D        RNT    8/01/96    Monthly Rent                      1,815.30
                                                           421    8/01/96    421.a  (Article 47 of Lease) 1       29.78
                                 Totals: Scheduled Chrgs         1,845.00   Prev Bal      1,895.00 Amt Due     3,740.00

235-37E         WHITE MARK                      37E        RNT    8/01/96    Monthly Rent                      1,632.54
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       78.87
                                 Totals: Scheduled Chrgs         1,711.41   Prev Bal        50.00  Amt Due     1,761.41

235-37F                                         37F        RNT    8/01/96    Monthly Rent                      1,825.00
                                 Totals: Scheduled Chrgs         1,825.00   Prev Bal         0.00  Amt Due     1,825.00

235-37G                                         37G        RNT    8/01/96    Monthly Rent                      1,523.37
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      104.28
                                 Totals: Scheduled Chrgs         1,627.65   Prev Bal         0.00  Amt Due     1,627.65

235-37K                                *        37H        RNT    8/01/96    Monthly Rent                      2,137.87
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      204.60
                                 Totals: Scheduled Chrgs         2,342.47   Prev Bal         0.00  Amt Due     2,342.47

235-37J                                         37J        RNT    8/01/96    Monthly Rent                      3,002.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)       
                                 Totals: Scheduled Chrgs         3,004.13   Prev Bal         0.00  Amt Due     3,064.35

235-37K                                         37K        RNT    8/01/96    Monthly Rent                      1,728.90
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       29.70
                                 Totals: Scheduled Chrgs         1,738.64   Prev Bal         0.00  Amt Due     1,758.60

235-37L                                         37L        RNT    8/01/96    Monthly Rent                      1,925.00
                                 Totals: Scheduled Chrgs         1,925.00   Prev Bal         0.00  Amt Due     1,925.00

235-37M                                         37M        RNT    8/01/96    Monthly Rent                      1,825.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         28.49
                                 Totals: Scheduled Chrgs         1,853.49   Prev Bal        50.00  Amt Due     1,903.49

235-38B                                         38B        RNT    8/01/96    Monthly Rent                      2,679.50
                                                           421    8/01/96    421.a  (Article 32 of Lease)        110.44
                                 Totals: Scheduled Chrgs         2,789.47   Prev Bal     2,264.73  Amt Due     5,054.20

235-38C                                         38C        RNT    8/01/96    Monthly Rent                      2,361.30
                                                           421    8/01/96    421.a  (Article 32 of Lease)         71.18
                                 Totals: Scheduled Chrgs         2,789.47   Prev Bal         0.00  Amt Due     2,432.48
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:14 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 32

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-38D         THE JULIUS       COMPANY        38D        RNT    8/01/96    Monthly Rent                      1,555.40
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       59.40
                                 Totals: Scheduled Chrgs         1,614.80   Prev Bal         0.00  Amt Due     1,614.80

235-38E         ERNST & YOUNG, LLP              38E        RNT    8/01/96    Monthly Rent                      1,840.00
                                 Totals: Scheduled Chrgs         1,840.00   Prev Bal       237.40  Amt Due     2,077.40

235-38F         SCHLIERKAMP, HELGA              38F        RNT    8/01/96    Monthly Rent                      1,634.21
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       64.80
                                 Totals: Scheduled Chrgs         1,699.01   Prev Bal         0.00  Amt Due     1,699.01

235-38G                                  *      38G        RNT    8/01/96    Monthly Rent                      1,786.50
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       60.72
                                 Totals: Scheduled Chrgs         1,769.22   Prev Bal         2.00  Amt Due     1,769.22

235-38H                ENTERPRISES, INC.        38H        RNT    8/01/96    Monthly Rent                      2,340.90
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      103.18
                                 Totals: Scheduled Chrgs         2,444.08   Prev Bal         0.00  Amt Due     2,444.08

235-38J                                         38J        RNT    8/01/96    Monthly Rent                      2,569.48
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      261.80
                                 Totals: Scheduled Chrgs         2,831.28   Prev Bal         0.00  Amt Due     3,331.28

235-38K         KEARNEY,                        38K        RNT    8/01/96    Monthly Rent                      1,636.63
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       56.98
                                 Totals: Scheduled Chrgs         1,695.61   Prev Bal         0.00  Amt Due     1,695.61

235-38L                                         38L        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       99.00
                                 Totals: Scheduled Chrgs         1,706.42   Prev Bal     4,101.05  Amt Due     5,607.58

235-38M         HERBEX FOODS, INC.              38M        RNT    8/01/96    Monthly Rent                      1,446.68
                                                           421    8/01/96    421.a  (Article 32 of Lease) 4      118.80
                                 Totals: Scheduled Chrgs         1,565.48   Prev Bal         0.00  Amt Due     1,565.48

235-39A         KAZEROV, VIKTOR                 39A        RNT    8/01/96    Monthly Rent                      1,830.90
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       78.90
                                 Totals: Scheduled Chrgs         1,989.88   Prev Bal     1,989.88  Amt Due     3,869.76

235-39B         BEISER, ULRIKE                  39B        RNT    8/01/96    Monthly Rent                      2,995.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       74.80
                                 Totals: Scheduled Chrgs         3,059.80   Prev Bal         0.00  Amt Due     3,069.80

235-39C         MORGAN STANLEY & CO. INC        39C        RNT    8/01/96    Monthly Rent                      2,725.00
                                 Totals: Scheduled Chrgs         2,725.00   Prev Bal         0.00  Amt Due     2,725.00

235-39D                                         39D        RNT    8/01/96    Monthly Rent                      1,836.40
                                                           421    8/01/96    421.a  (Article 47 of Lease) 1       39.60
                                 Totals: Scheduled Chrgs         1,876.00   Prev Bal         0.00  Amt Due     1,876.00
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:15 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 33

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-39E         FUJIWARA, SHINJI                39E        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-39F         KUMAGAI, AKIRA                  39F        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs         1,930.60   Prev Bal         0.00  Amt Due     

235-39G         TREIMAN, LINDA                  39G        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs         1,897.30   Prev Bal         0.00  Amt Due     

235-39H         CLARK, CHARLES                  39H        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs         2,267.49   Prev Bal         0.00  Amt Due     

235-39J         ROHDE, LOUIS J.                 39J        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-39K               , HIROSHI                 39K        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-39L                                         39L        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease)     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-39M                   , CARL                39M        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease)     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-40A              , STEPHEN W.               40A        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-40B         HEAD, SIMON                     40B        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-40C         KIM, MICHAEL                    40C        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 5    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-40D                 , JIRO                  40D        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-40E         CALLAWAY, SHIRLEY               40E        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-40F         MELKA, DENNIS NICKOLAS          40F        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:15 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 34

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    

                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     1,928.10

235-40G                                         40G        RNT    8/01/96    Monthly Rent                      1,634.21
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      141.90
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,770.11

235-40H         TANZIL, HENRY                   40H        RNT    8/01/96    Monthly Rent                      2,240.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2      124.74
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     2,464.74

235-40J                                         40J        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-40K                                         40K        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal         2.00  Amt Due     

235-40L                                         40L        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-40K                                         40K        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-41A         TAN, MICHAEL                    41A        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease)     
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

235-41B                                         41B        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-41C         OWEN, JONATHAN ROBERT           41C        RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-41D         WINSLOW, STANLEY                41D        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-41E                                         41E        RNT    8/01/96    Monthly Rent                      1,800.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 1    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-41F                                         41F        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:15 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 35

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-                                                       RNT    8/01/96    Monthly Rent                      1,856.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         35.75
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,891.75

235-41H         ALFIN, INC.                     41H        RNT    8/01/96    Monthly Rent                      2,444.94
                                                           421    8/01/96    421.a  (Article 47 of Lease) 2      100.10
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     2,545.04

235-                                                       RNT    8/01/96    Monthly Rent                      2,888.00
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      196.35
                                                                             Addtl Security Deposit/Renewal      243.05
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due              

235-                                                       RNT    8/01/96    Monthly Rent                      1,638.63
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       59.40
                                 Totals: Scheduled Chrgs                    Prev Bal         2.00  Amt Due     1,698.03

235-                                                       RNT    8/01/96    Monthly Rent                      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-                                                       RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-                                                       RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease) 4    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-                                                       RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-                                                       RNT    8/01/96    Monthly Rent                      2,750.00
                                 Totals: Scheduled Chrgs         2,750.50   Prev Bal         0.00  Amt Due     2,750.00

235-                                                       RNT    8/01/96    Monthly Rent                      1,925.00
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     1,925.00

235-                                                       RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs         1,629.63   Prev Bal               Amt Due     1,596.19

235-                                                       RNT    8/01/96    Monthly Rent                      1,560.60
                                                           421    8/01/96    421.a  (Article 32 of Lease)         69.74
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due     

235-                                                       RNT    8/01/96    Monthly Rent                      1,860.00
                                 Totals: Scheduled Chrgs         1,845.42   Prev Bal               Amt Due     1,860.00
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:15 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 36

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-42H                                         42H        RNT    8/01/96    Monthly Rent                      2,750.00
                                 Totals: Scheduled Chrgs         2,750.00   Prev Bal         0.00  Amt Due     2,750.00

235-42J                                         42J        RNT    8/01/96    Monthly Rent                      3,095.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         60.28
                                 Totals: Scheduled Chrgs         3,155.28   Prev Bal         0.00  Amt Due     3,155.28

235-42K                                         42K        RNT    8/01/96    Monthly Rent                      1,494.90
                                                           421    8/01/96    421.a  (Article 32 of Lease)         95.61
                                 Totals: Scheduled Chrgs         1,590.51   Prev Bal         0.00  Amt Due     1,590.51

235-42L                                         42L        RNT    8/01/96    Monthly Rent                      1,634.21
                                                           421    8/01/96    421.a  (Article 32 of Lease)        142.56
                                 Totals: Scheduled Chrgs         1,776.77   Prev Bal        237.44 Amt Due     2,014.21

235-42M                                         42M        RNT    8/01/96    Monthly Rent                      1,728.90
                                                           421    8/01/96    421.a  (Article 47 of Lease)         30.80
                                 Totals: Scheduled Chrgs         1,759.70   Prev Bal         0.00  Amt Due     1,759.70

235-43A                                         43A        RNT    8/01/96    Monthly Rent                      1,693.64
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3      126.39
                                 Totals: Scheduled Chrgs         1,820.03   Prev Bal         0.15  Amt Due     1,820.18

235-43B                                         43B        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3    
                                 Totals: Scheduled Chrgs         3,098.27   Prev Bal         0.00  Amt Due     3,098.27

235-43D                                         43D        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3    
                                                                             Addtl Security Deposit/Renewal    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-43E                                         43E        RNT    8/01/96    Monthly Rent                      1,950.00
                                 Totals: Scheduled Chrgs         1,950.00   Prev Bal         0.00  Amt Due     1,950.00

235-43F                                         43F        RNT    8/01/96    Monthly Rent                      1,913.52
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2       75.02
                                 Totals: Scheduled Chrgs         1,988.54   Prev Bal         0.00  Amt Due     1,988.54

235-43G                                         43G        RNT    8/01/96    Monthly Rent                      1,925.00
                                 Totals: Scheduled Chrgs         1,925.00   Prev Bal      3,970.00 Amt Due     5,795.00

235-43H                                         43H        RNT    8/01/96    Monthly Rent                      2,770.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)         52.50
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-43J                                         43J        RNT    8/01/96    Monthly Rent                      3,195.00
                                                           421    8/01/96    421.a  (Article 32 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:15 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 37

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
235-43K         KING, ANTONIA                   43K        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease) 4       
                                 Totals: Scheduled Chrgs         1,522.80   Prev Bal         0.00  Amt Due     1,522.80

235-43L         LOPEZ CANDIA, JAVIER            43L        RNT    8/01/96    Monthly Rent                      1,932.90
                                                           421    8/01/96    421.a  (Article 47 of Lease)         37.73
                                 Totals: Scheduled Chrgs         1,970.63   Prev Bal         0.00  Amt Due     1,970.63

235-43M                                         43M        RNT    8/01/96    Monthly Rent                      1,912.50
                                                           421    8/01/96    421.a  (Article 32 of Lease) 3       71.82
                                 Totals: Scheduled Chrgs         1,984.32   Prev Bal         0.00  Amt Due     1,984.32

235-44A                                         44A        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 32 of Lease) 2    
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due     

235-44B                                         44B        RNT    8/01/96    Monthly Rent                      
                                                           421    8/01/96    421.a  (Article 47 of Lease)      
                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due     

235-44C                  , GEORGE L.            44C        RNT    8/01/96    Monthly Rent                     
                                                           421    8/01/96    421.a  (Article 32 of Lease) 1   
                                 Totals: Scheduled Chrgs                    Prev Bal         0.00  Amt Due    

                  TOTALS

                                 Totals: Scheduled Chrgs                    Prev Bal               Amt Due    

                MONTHLY RENT                                          
                Monthly Rent
                421.a  (Article 32 of Lease)
                Security Deposit Adjustment    
        PRR     Pro Rata Rent (Move-in)
                MISC. OPERATING CREDIT
        MSC     Miscellaneous                              19.49
</TABLE>
<PAGE>

 8/01/96                  JASON CARTER & ASSOC., INC.                    1:15 pm
                   
User: ANN          Current Occupant Scheduled Charges Report            Page: 38

Property : S-C ASSOCIATES, L.P.

             [ILLEGIBLE DATA WAS OMITTED ON THE FOLLOWING SCHEDULE]

<TABLE>
<CAPTION>
                                                          ----------------------Scheduled Charges----------------------
Unit Ref. No.           Occupant Name           Unit No.  Code     Date               Description             Amount
- -------------   ------------------------------  --------  ----  ---------    -----------------------------  -----------
<S>             <C>                             <C>        <C>    <C>       <C>                             <C>        
GRAND TOTALS:

                                 Totals: Scheduled Chrgs       953,122.50   Prev Bal   109,718.21  Amt Due  1,852,642.71
</TABLE>

        COI     MONTHLY RENT                           115,147.30
        RNT     Monthly Rent                           808,620.31
        421     421.a  (Article 32 of Lease)            30,010.12
        SDA     Security Deposit Adjustment              1,572.30
        PRR     Pro Rata Rent (Move-in)                     52.98
        MOE     MISC. OPERATING CREDIT                  (2,300.00)
        MSC     Miscellaneous                               19.49
                                                      

<PAGE>

                                                                        08/13/19

                               One Worldwide Plaza
                                 825 Eighth Ave

BUILDING SIZE:             47 Stories
                           1,640,000 Sq. Ft. Total Rentable Building Space
                           60,000 Sq. Ft. Typical Floor Size

YEAR BUILT:                1989

SPACE AVAILABLE:           13,541 Sq. Ft. Total

                               1St      2,752 Sq. Ft.     $35/sf
                               1St        667 Sq. Ft.     $40/sf
                               1St        800 Sq. Ft.     $40/sf
                               1St      1,206 Sq. Ft.     $35/sf
                               1St      4,389 Sq. Ft.     $3O/sf
                               1St      1,338 Sq. Ft.     $40/sf
                               1St      2,389 Sq. Ft.     $40/sf

                           First Allied Properties (212)759-4696
                           Robert Carbonara (212)759-4696

RENTAL RATE:               $30-$40 per Sq. Ft.

SERVICES:                  Plus Electric

POSSESSION:                Immediate

LEASE TERM:                10 Years

ELECTRIC:                  Direct

ESCALATION:                Negotiable


                                       1
<PAGE>

                                                                        08/13/19

                                  120 W 44th St

BUILDING SIZE:        17 Stories
                      120,000 Sq. Ft. Total Rentable Building Space
                      7,500 Sq. Ft. Typical Floor Size

YEAR BUILT:           1930

SPACE AVAILABLE:      6,033 Sq. Ft. Total

                      GRND    1,500 Sq. Ft.    $60/sf

                      J. General Real Estate Company (212)221-8300
                      Joseph Algazi (212)221-8300
                      Shawn Sadaghati (212)221-8300

RENTAL RATE:          $60 per Sq. Ft.

SERVICES:             Plus Electric

POSSESSION:           Immediate

LEASE TERM:

ELECTRIC:

ESCALATION:           Negotiable


                                       1
<PAGE>

                                                                      08/13/1996

- --------------------------------------------------------------------------------
750 Seventh Ave              Seventh Avenue Center                  Times Square
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  Floor Sq. Ft.    Rent     Term      Possession   BldOut  Type  Company/Agent                                
- --------------------------------------------------------------------------------------------------------------
<S>               <C>     <C>         <C>           <C>     <C>  <C>
P GRnd 685        $145.9  10 Years    Immediate     Work     D   Edward S. Gordon Company / Victor Menkin     
                                                                  (212)984-8309
P GRnd 1,450      $103.4  10 Years    Immediate     Work     D   Edward S. Gordon Company / Victor Menkin     
                                                                  (212)984-8309
P GRnd 835        $161.6  10 Years    Immediate     Work     D   Edward S. Gordon Company / Victor Menkin     
                                                                  (212)984-8309
P GRnd 1,365      $128.2  10 Years    Immediate     Work     D   Edward S. Gordon Company / Victor Menkin     
                                                                  (212)984-8309
P GRnd 1,370      $131.3  10 Years    Immediate     Work     D   Edward S. Gordon Company / Victor Menkin     
                                                                  (212)984-8309
P GRnd 1,290      $155.0  10 Years    Immediate     Work     D   Edward S. Gordon Company / Victor Menkin     
                                                                  (212)984-8309                               
</TABLE>

  Floor Sq. Ft.         Comments                                        Listed  
- --------------------------------------------------------------------------------
P GRnd  685         $100,000 per annum. Seventh Avenue frontage.        19 mths 
                                                                                
P GRnd  1,450       $150,000 per annum. Seventh Avenue frontage.        19 mths 
                                                                                
P GRnd  835         $135,000 per annum. Seventh Avenue frontage.        19 mths 
                                                                                
P GRnd  1,365       $175,000 per annum. Broadway frontage.              19 mths 
                                                                                
P GRnd  1,370       $180,000 per annum. Broadway frontage.              19 mths 
                                                                                
P GRnd  1,290       $200,000 per annum. Space located on Broadway and   19 mths 
                    49th Street.                                                


                                       1
<PAGE>

                                                                      08/13/1996

- --------------------------------------------------------------------------------
750 Seventh Ave              Seventh Avenue Center                  Times Square
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  Floor Sq. Ft.    Rent     Term   Possession        BldOut  Type  Company/Agent                                
- -----------------------------------------------------------------------------------------------------------
<S>               <C>       <C>    <C>               <C>      <C>  <C>
P GRnd 5,200      $175.0    TBD    Vacant/off mrkt   Work      D   Abrams Realty / Larry Abrams (212)560-        
                                                                   1629                                          
                                                                                                                 
                                                                                                                 
PBSMT  2,000      Neg       TBD    Vacant/off mrkt   Work      D   Abrams Realty / Larry Abrams (212)560-        
                                                                   1629                                          
</TABLE>

  Floor Sq. Ft.         Comments                                        Listed  
- --------------------------------------------------------------------------------
P GRnd 5,200     Rental rate is $1,400,000 per annum; includes 80 feet   13 mths
                 of frontage on Seventh Avenue; may be divided into 4
                 separate stores; space includes 2000sf of basement      
                 space                                                   
PBSMT  2,000     Space included with leasing of ground floor retail      13 mths
                 space


                                       1
<PAGE>

                                                                      08/13/1996

================================================================================
                                 825 Eighth Ave
                           Between 49th & 50th Streets
                              Midtown/Times Square
================================================================================

Owner:            William Zeckendorf         
Builder:          Zeckendorf Properties      
Architect:        Skidmore Owings & Merrill  
Prop Mgr:         Zeckendorf Properties
Elevators:        24 Passenger Elevators, 3 Freight Elevators
Amenities:        Banking, Concierge, Exercise Facilities, Mixed-Use, On-Site 
                  Management & Travel Agency
# of Floors:      47         
Rentable Area:    1,640,000  
Typ Floor Size:   60,000     
Year Built:       1989       
Renovated:            
Bldg Class:       A          

Comments:         This massive complex is a striking combination of commercial &
                  residential space on the former site of the second Madison
                  Square Garden. The full-block site of approximately 4 acres is
                  bounded by Eighth Avenue, West 49th Street, Ninth Avenue and
                  West 50th Street.

                  * 500 car garage 
                  * 24 hour day access 
                  * Freight entrance on W 50th Street 
                  * On-site security
                  * Bus service N/S/E/W 
                  * Subway at Eighth Avenue corners 
                  * 24 hour indoor parking
                  * Cineplex-Odeon movie theatre sixplex
                  * 5 minute walk to Broadway theatres and Restaurant Row

                  Setbacks: 1st-20th, 60,000 sf; 21st-27th, 29,719 sf;
                  28th-37th, 30,716 sf; 38th-38th, 30,245 sf; 39th-39th, 
                  31,608 sf; 40th-47th, 28,000 sf
                  Elevators: 1st-15th (6); 16th-28th (6); 29th-38th (6); 
                  39th-49th (6)

================================================================================
                                Suites Available
================================================================================

1st       SF Available: 2,752                 
Floor     Rent:         $35.00                
(Partial) Term:         10 Years              
          Date Listed:  6/15/91
          Agent:        First Allied Properties / Robert Carbonara (212)759-4596
          Comments:     Ground floor store; $96,320/annum.
                        Lease of 2,752 sf pending as of 8/8/95

          Space Type:   Retail/New        Will not divide             
          Electric:     Direct                 
          Possession:   Immediate              
          Escalation:   Negotiable 
          Installation: As Is    

- --------------------------------------------------------------------------------

1st       SF Available: 667             
Floor     Rent:         $40.00          
(Partial) Term:         10 Years        
          Date Listed:  6/15/91
          Agent:        First Allied Properties / Robert Carbonara (212)759-4696
          Comments:     Ground floor store; $23,345/annum.
                        Lease of 667 sf pending as of 8/8/95
          Space Type:   Retail/New        Will not divide             
          Electric:     Direct                 
          Possession:   Immediate              
          Escalation:   Negotiable 
          Installation: As Is    
- --------------------------------------------------------------------------------


                                       1
<PAGE>

                                                                      08/13/1996

- --------------------------------------------------------------------------------
1600 Broadway             National Music & Screen Bldg              Times Square
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  Floor Sq. Ft.    Rent     Term      Possession   BldOut  Type  Company/Agent                             Comments          Listed 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>     <C>         <C>           <C>     <C>  <C>                                       <C>               <C>
P 10th 325        $25.66  5 Years     Immediate     Work    D    Sherwood Equities, Inc. / Tracy Holden    $695 per month    2 mths
                                                                 Burke (212)980-8000
P 10th 2,150      $19.00  5 Years     Immediate     Work    D    Sherwood Equities, Inc. / Tracy Holden                      11 mths
                                                                 Burke (212)980-8000
P 7th  1,450      $19.00  5 Years     Immediate     Work    D    Sherwood Equities, Inc. / Tracy Holden                      2 mths
                                                                 Burke (212)980-8000
P 3rd  945        $20.00  5 Years     Immediate     Work    D    Sherwood Equities, Inc. / Tracy Holden                      2 mths
                                                                 Burke (212)980-8000
P 3rd  250        $19.00  5 Years     Immediate     Work    D    Sherwood Equities, Inc. / Tracy Holden                      3 mths
                                                                 Burke (212)980-8000
</TABLE>


                                       1
<PAGE>

                                                                      08/13/1996

- --------------------------------------------------------------------------------
1500 Broadway                  Times Square Plaza                   Times Square
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  Floor Sq. Ft.    Rent     Term      Possession   BldOut  Type  Company/Agent                             
- -----------------------------------------------------------------------------------------------------------
<S>               <C>     <C>         <C>           <C>     <C>  <C>                                       
P 4th 2,060       $21.00  May 2001    Immediate     Work    S    Edward S. Gordon Company / Gerard Picco   
                                                                 (212)984-6512                             
</TABLE>

  Floor Sq. Ft.  Comments                                             Listed
- --------------------------------------------------------------------------------
P 4th 2,060      Audio recording studio and editing facility,         20 mths   
                 Supplemental a/c, pantry, 24 hour security


                                       1
<PAGE>

                                                                      08/13/1996

                                 760 Eighth Ave

BUILDING SIZE:        3 Stories
                      20,700 Sq. Ft. Total Rentable Building Space
                      6,900 Sq. Ft. Typical Floor Size

YEAR BUILT:           Existing

SPACE AVAILABLE:      13,800 Sq. Ft. Total

                       3rd  6,900 Sq. Ft.   $15/sf
                       2nd  6,900 Sq. Ft.   $15/sf

                      BLDG Management (212)557-6700
                      Robert Rapuano (212)557-6700

RENTAL RATE:          $15 per Sq. Ft.

SERVICES:             Plus Electric

POSSESSION:           Immediate

LEASE TERM:

ELECTRIC:

ESCALATION:           Negotiable


                                       1
<PAGE>

                                                                      08/13/1996

                                 671 Eighth Ave

BUILDING SIZE:        6 Stories
                      60,000 Sq. Ft. Total Rentable Building Space
                      10,000 Sq. Ft. Typical Floor Size

YEAR BUILT:           1928

SPACE AVAILABLE:      2,000 Sq. Ft. Total

                        3rd  2,000 Sq. Ft.   $15/sf

                      Four Keys Leasing (212)247-4910
                      Tom Simmons (212)247-4910

RENTAL RATE:          $15 per Sq. Ft.

SERVICES:             Plus Electric

POSSESSION:           Immediate

LEASE TERM:

ELECTRIC:             Direct

ESCALATION:           Negotiable


                                       1
<PAGE>

                                                                      08/13/1996

                                  120 W 44th St

BUILDING SIZE:       17 Stories
                     120,000 Sq. Ft. Total Rentable Building Space
                     7,500 Sq. Ft. Typical Floor Size

YEAR BUILT:          1930

SPACE AVAILABLE:     6,033 Sq. Ft. Total

                       5th  2,033 Sq. Ft. $16.75/sf
                       2nd  2,500 Sq. Ft. $16.75/sf

                     J. General Real Estate Company (212)221-8300
                     Joseph Algazi (212)221-8300

RENTAL-RATE:         $16.75 per Sq. Ft.

SERVICES:            Plus Electric

POSSESSION:          Immediate

LEASE TERM:

ELECTRIC:            $2.85 Survey

ESCALATION:          CPI


                                       1
<PAGE>

                                                                      08/13/1996

                                    Tower 45
                                  120 W 45th St

BUILDING SIZE:       40 Stories
                     426,000 Sq. Ft. Total Rentable Building Space
                     9,711 Sq. Ft. Typical Floor Size

YEAR BUILT:          1989

SPACE AVAILABLE:     101,904 Sq. Ft. Total

                       4th    9,711 Sq. Ft.          $27/sf
                       3rd    9,711 Sq. Ft.          $27/sf
                       2nd    9,016 Sq. Ft.          $24/sf

                     COMPASS Management & Leasing (212)286-2900
                     William Korchak (212)286-2913
                     Lou Amalfitano (212)286-2900

RENTAL RATE:         $24-$27 per Sq. Ft.

SERVICES:            Plus Electric

POSSESSION:          Immediate

LEASE TERM:          Thru May 2001

ELECTRIC:            Direct

ESCALATION:          Negotiable

AMENITIES:           Atrium, Commuter Rail, Concierge, Courtyard, On-Site 
                     Management & Restaurant


                                       1
<PAGE>

                                Zoning Handbook
                  A Guide to New York City's Zoning Resolution

                               [GRAPHIC OMITTED]

- --------------------------------------------------------------------------------
Department of City Planning/New York City
<PAGE>

                               [GRAPHIC OMITTED]

C5

C5 is a restricted central commercial district intended primarily for retail
uses which serve the metropolitan region and for areas where continuous retail
frontage is desired. The retail area of Fifth Avenue in Manhattan is zoned
C5. The districts are typically developed with department stores, large office
buildings, and mixed buildings with residential space above office or commercial
floors. Home maintenance services, auto rental establishments and other uses
such as bowling alleys are not permitted because they are not in character with
the district.

The district is mapped in Mid- and Lower Manhattan, Downtown Brooklyn and in
Long Island City in Queens. All commercial uses in these high density areas are
exempt from parking requirements because public transportation is easily
available.

There are two contextual C5 districts -- C5-1A and C5-2A. In the C5-1A district,
residential bulk and density are governed by the regulations of the R10A
district.

C5-2A is a contextual commercial district in which the allowable lot coverage,
required street wall height, location of the front building wall, and the type
of commercial uses permitted on the ground floor of a building, are subject to
special controls. The district is currently mapped on a portion of Lexington
Avenue in Midtown Manhattan.

Basic
data

C5:   Restricted central commercial district
      Note: All commercial uses are exempt from parking requirements

      Low bulk commercial district
C5-1  Commercial FAR: 4.0
      Residential FAR: 10.0
        (to 12.0 with bonus)

C5-1A Commercial FAR- 4.0
      Residendal FAR: 10.0 (to 12.0
        with lower-income housing)
                   
      Medium bulk commercial districts
C5-2  Commercial FAR: 10.0
C5-4    (to 12.0 with bonus)
      Residential FAR: 10.0
        (to 12.0 with bonus)
                   

                                       84
<PAGE>

                                                                              C5

- --------------------------------------------------------------------------------
                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

    Typical
Development
    in C5-1

Basic
data

C5-2A Commercial FAR: 12.0              Special Midtown District
      Residential FAR: 12.0             Maximum FAR:
                                        C5-2.5 12.0 (to 14.4 with bonus)
      High bulk commercial districts    C5-P    8.0
C5-3  Commercial FAR: 15.0              

C5-5   (to 18.0 with bonus)
      Residential FAR: 10.0
       (to 12.0 with bonus)


                                       85
<PAGE>

                               [GRAPHIC OMITTED]

C6

C6 districts are zoned for a wide range of high bulk commercial uses requiring a
central location. Most C6 districts are in Manhattan and provide for corporate
headquarters, large hotels, entertainment facilities, retail stores and some
residential development in mixed buildings.

C6-1A is a non-contextual district mapped in regional centers (Downtown
Jamaica, for example). The designation includes the same bulk provision as
C6-1, but imposes parking requirements appropriate for areas outside of
Manhattan. All other C6 districts are exempt from parking requirements.

C6-2A is a contextual commercial district which is the equivalent of an R8A
contextual district. It is currently mapped in Greenwich Village, and near Union
Square in Manhattan.

C6-3A and C6-4A are medium bulk contextual commercial districts equivalent to
R9A and R10A residential districts, respectively.

Basic
data

C6:   General central commercial district

      General commercial district
      outside central business district
C6-1  Commercial FAR: 6.0
       (to 7.2 with bonus)
      Residential FAR: 0.87 to 3.44*
       (R7 equivalent)

      Regional subcenters
C6-IA Commercial FAR: 6.0
       (to 9.0 with bonus)
      Residential FAR: 2.0 to 2.4
       (R6 equivalent)
      Parking: one space for every 4,000
       square feet of office space or
       one space for every 1,000 square
       feet of commercial space if this
       requirement would result in
       more than 100 spaces
 
       General commercial district
       outside central business district
C6-2   Commercial FAR: 6.0
        (to 7.2 with bonus)
       Residential FAR: 0.94 to 6.02**
        (R8 equivalent)

        
                                       86
<PAGE>

                                                                              C6

    Typical
       C6-7
development
 in Special
    Theatre
   District

                               [GRAPHIC OMITTED]

Basic
data

           Contextual commercial district                      
           outside central business district                   
C6-2A      Commercial FAR: 6.0                                 
           Residential FAR: 6.02
              (R8A equivalent)                                 
                                                               
           General commercial district outside
           central business district                           
C6-3       Commercial FAR: 6.0                                 
               (to 7.2 with bonus)                             
           Residendal FAR: 0.99     to 7.52                    
              (R9 equivalent)                                 

           Contextual commercial district                      
           inside the central business district                
C6-3A      Commercial FAR: 6.0                                 
           Residential FAR: 7.52                               
              (R9A equivalent)                                 
           Medium bulk office districts                        
C6-4       Commercial FAR: 10.0
C6-5          (to 12.0 with bonus)                             
C6-8       Residential FAR: 10.0
              (to 12.0 with bonus) (R10 equivalent)

            Contextual commercial district    
C6-4A       Commercial FAR: 10.0              
            Residential FAR: 10.0 (to 12.0    
              with lower-income housing)      
              (R10A equivalent)                
                                              
            High bulk office districts        
C6-6        Commercial FAR: 15.0              
C6-7          (to 18.0 with bonus)            
C6-9        Residential FAR: 10.0             
              (to 12.0 with bonus)            
              (R10 equivalent)                 
                                              
Special Midtown District                      
Maximum FAR:                                  
C6-4.5      12.0 (to 14.4 with bonus)          
C6-5.5                                        
C6-6.5                                        
                                              
C6-7T       14.0 (to 16.8 with bonus)         
                                              

 * Residential FAR of 4.0 permitted under Quality Housing on wide streets
   outside the Manhattan Core.

** Residential FAR of 7.2 permitted under Quality Housing on wide streets
   outside the Manhattan Core.


                                       87
<PAGE>

      plishes its objectives by offering special floor area bonuses by special
      permit from the City Planning Commission for new development that includes
      the following public amenities: mandatory arcades, subsurface concourse
      connections to subways or subway improvements, and lower-income housing as
      set forth in the provisions of Inclusionary Housing.

*     Special Little Italy District (Manhattan) 
      The Special Little Italy District was established to preserve and enhance
      the historic and commercial character of this community. Special use
      regulations protect the retail area along Mulberry Street. Other
      regulations encourage residential rehabilitation and new development on a
      scale consistent with existing buildings, discourage the demolition of
      noteworthy buildings, and increase the number of street trees in the area.

*     Special Lower Manhattan Mixed Use District 
      The Special Lower Manhattan Mixed Use District was enacted to permit
      limited A residential development in an otherwise industrial 62-block area
      in Manhattan south of Canal Street. That portion of the district which is
      mapped as an overlay on existing manufacturing zones permits certain older
      manufacturing buildings to be converted to loft dwellings and joint
      living-work quarters for artists. Where the district is mapped as an
      overlay on existing commercial zones, new contextual residential
      development is also permitted. At the same time, retention of the
      underlying zoning protects the economic vitality of this area.

*     Special Madison Avenue Preservation District (Manhattan)
      The Special Madison Avenue Preservation District is intended to preserve
      and reinforce the unique character of Madison Avenue and the surrounding
      area (from 61st to 96th streets). Bulk and street wall height provisions
      limit the height of new development to the scale of existing buildings,
      require a continuous building facade along Madison Avenue, mandate
      continuous ground floor development of a selected list of appropriate
      shops, and require the provision of usable recreation space at rooftop
      levels. Within this district the maximum permissible floor area ratio is
      10.0. Since building height is limited, greater building coverage is
      allowed.

*     Special Manhattan Bridge District
      The Special Manhattan Bridge District was established to preserve the
      residential character of this Lower Manhattan community, to minimize
      residential relocation on development sites and to provide for
      selective demolition and rehabilitation of existing buildings. A special
      floor area bonus is allowed for the provision of new community facility
      space and/or dwelling units for low- and moderate-income families. Within
      this district it is possible to transfer development rights from a site
      containing existing buildings to a new development. The district mandates
      that street trees be planted in connection with a new development. Unless
      renewed, this district will lapse September 1, 1991.

*     Special Manhattan Landing Development District
      The Special Manhattan Landing Development District guides off-shore
      development from Battery Park to the Manhattan Bridge along the East
      River. This district is under review.

*     Special Midtown District (Manhattan)
      The Special Midtown District was established to guide all development
      within the midtown central business district. The special district
      includes three areas of special concern that are subject to additional
      regulations. These subdistricts are: the Theatre Subdistrict, the
      Preservation Subdistrict and the Fifth Avenue Subdistrict.


                                       114
<PAGE>

      The Special Midtown District has a base FAR of 15.0 along avenue frontages
      and an FAR of 12.0 in the midblocks. The base FAR in the Preservation
      Subdistrict is 8.0 in order to restrict development on the side streets
      surrounding the Museum of Modern Art. The base FAR of the Theatre
      Subdistrict core (on Broadway and Seventh Avenue frontages around Times
      Square) is set at 14.0 FAR, the FAR in the midblocks between Sixth and
      Seventh Avenues is Set at 12.0 and the FAR in the midblocks between
      Broadway and Eighth Avenue is 10.0.

      The core of the Theatre Subdistrict has the highest concentration of
      legitimate theaters and entertainment-related uses. The Theatre
      Subdistrict requires a City Planning Commission special permit for
      demolition of any of the 44 legitimate theaters that are not designated
      landmarks.

      The Theatre Subdistrict has special use and signage requirements (in
      keeping with the character of the area). A flexible development rights
      transfer provision has been established for the preservation of landmark
      theaters. In the Theatre Subdistrict, a new building above a certain size
      must reserve at least five percent of its floor space (not FAR) for
      entertainment and theater-related uses. Areas located outside the
      Preservation Subdistrict and the Theatre Subdistrict are eligible for an
      as-of-right FAR bonus for urban plazas, through-block gallerias and
      theater retention. The only bonus available in the Theatre Subdistrict
      core is the City Planning Commission special permit bonus for
      rehabilitation of listed theaters. The Preservation Subdistrict is not
      eligible for any floor area bonus. Other remaining areas can receive a
      floor area bonus for subway station improvements and for rehabilitation of
      theaters.

      Certain urban design features, such as continuity of street wall and
      retail uses, off-street relocation of existing subway stairs, and
      provision of on-site pedestrian circulation spaces are mandated. The
      special district also includes certain use and signage controls for the
      Fifth Avenue and Theatre Subdistricts. Special daylight evaluation
      criteria are included to ensure the availability of light and air on
      mid-town streets. The Special Midtown District represents a shift away
      from discretionary zoning to more predictable, as-of-right development.

*     Special Natural Area District (the Bronx, Queens, Staten Island)

      The purpose of the Special Natural Area District is to preserve unique
      natural characteristics, such as aquatic, biologic, geologic and
      topographic features having ecological and conservation values, by
      reviewing all new developments and site alterations on primarily vacant
      land. Natural features are protected by limiting modifications in
      topography, by preserving tree, plant and marine life, and natural water
      courses, and by requiring clustered development to maximize the
      preservation of natural features.

      Under the regulations of the special district, the City Planning
      Commission must certify that all new development in mapped natural area
      districts meets applicable preservation standards.

      Special natural area districts have been mapped in the Greenbelt and Von
      Briesen Park areas of Staten Island, in Riverdale and in Fort Totten.
      These areas are endowed with steep slopes, rock outcrops, creeks, and a
      variety of botanic environments.

*     Special Northside Mixed Use District (Brooklyn) 

      This mixed use district is designed to meet the needs of a neighborhood
      where housing and industry co-exist. The City Planning Commission
      selectively mapped mixed use areas -- R(M) when the area is primarily
      residential and M(R) when it is industrial -- to allow controlled
      residential or light manufacturing expansion where such uses can grow and
      function without conflict.


                                      115
<PAGE>


TABLE 5   COMMERCIAL DISTRICTS:
          PERMITTED USES

- --------------------------------------------------------------------------------
District(1)                         Uses                           Use Groups
- --------------------------------------------------------------------------------
C1            Wide range of retail stores and personal service     1-6
              establishments for local shopping; residential and
              community facility uses
- --------------------------------------------------------------------------------
C2            Wide range of local service establishments;          1-9, 14
              residential and community facility uses
- --------------------------------------------------------------------------------
C3            Waterfront recreation (related to boating and        1-4, 14
              fishing); residential and community facility uses
- --------------------------------------------------------------------------------
C4            General commercial (such as department store),       1-6, 8-10, 12
              theater, etc.; residential and community facility
              uses
- --------------------------------------------------------------------------------
C5            Central commercial uses that serve the entire        1-6, 9-11
              metropolitan region; residential and community
              facility uses
- --------------------------------------------------------------------------------
C6            Full range of commercial uses requiring a central    1-12
              location; residential and community facility uses
- --------------------------------------------------------------------------------
C7            Large, noisy, traffic/generating uses such as open  12-15
              amusement parks
- --------------------------------------------------------------------------------
C8            Service establishments such as automobile            4-14, 16
              service stations
- --------------------------------------------------------------------------------

1     In all districts except C7, uses must be located within completely
      enclosed buildings. Open store fronts and store windows are allowed,
      however, in C2,C3,C4,C6-1 through C6-4,C6-6, and C8 districts.

      In certain C5 and C6 districts in Manhattan (Community Districts 1 to 6),
      all pre-existing lawful Use Group 17B or 17E uses, when located in
      pre-1961 buildings shall be considered conforming. In C6-2M or C6-4M
      districts, any use of Use Group 17B or 17E shall be permitted in a
      pre-1961 building by right.

      In C6-1G or C6-2G districts, residential uses are allowed by special
      permit of the City Planning Commission in certain pre-existing
      non-residential buildings.


                                       145
<PAGE>


TABLE 6     COMMERCIAL DISTRICTS:
            RESIDENTIAL USES

            In Commercial Districts, residential buildings and the residential
            portions of buildings used partly for residential and partly for
            commercial purposes (mixed buildings) are generally governed by
            residence district bulk provisions, as shown below.

- --------------------------------------------------------------------------------
For Residential or Residential
Portions of Mixed Buildings in            Applicable Residence District
- --------------------------------------------------------------------------------
C1-1 to C1-5 and                          The bulk regulations of the surround-
                                          ing residence districts in which such
C2-1 to C2-5                              commercial district is mapped
- --------------------------------------------------------------------------------
C3                                        R3-2
- --------------------------------------------------------------------------------
C4-1                                      R5
- --------------------------------------------------------------------------------
C4-2,C4-3,C6-1A                           R6
- --------------------------------------------------------------------------------
C4-2A,C4-3A                               R6A
- --------------------------------------------------------------------------------
C1-6,C2-6,C4-4,C4-5,C6-1,C6-1G            R7
- --------------------------------------------------------------------------------
C1-6A, C2-6A, C4-4A, C4-5A                R7A
- --------------------------------------------------------------------------------
C4-5X                                     R7X
- --------------------------------------------------------------------------------
C1-7,C4-2F,C6-2,C6-2G,C6-2M               R8Z
- --------------------------------------------------------------------------------
C1-7A,C6-2A                               R8A
- --------------------------------------------------------------------------------
C1-8,C2-7,C6-3                            R9A
- --------------------------------------------------------------------------------
C1-8A,C2-7A,C6-3A                         R9A
- --------------------------------------------------------------------------------
C1-8X,C2-7X                               R9X
- --------------------------------------------------------------------------------
C1-9,C2-8,C4-6,C4-7,C5,C6-4               R10

C6-4M,C6-5,C6-6,C6-7,C6-8,C6-9            
- --------------------------------------------------------------------------------
C1-9A,C2-8A,C4-6A,C4-7A,C6-4A             R10A
- --------------------------------------------------------------------------------
C5-P                                      *
- --------------------------------------------------------------------------------
C5-2A                                     **
- --------------------------------------------------------------------------------
C5-2.5,C6-4.5,C6-5.5                      ***

C6-6.5, C6-7T                             
- --------------------------------------------------------------------------------
  * The maximum residential FAR is 8.0. 
 ** The maximum residential FAR is 12.0. 
*** The basic residential FAR is 10.0.


                                       146
<PAGE>

TABLE 7B (continued)
- --------------------------------------------------------------------------------
                                  Maximum Floor Area Ratio(1)
                  --------------------------------------------------------------
                                          Community
                  Commercial              Facility            Residential
District          Buildings               Buildings           Buildings(3)
- --------------------------------------------------------------------------------
C5-1               4.00                     10.00               10.00  
- --------------------------------------------------------------------------------
C5-2              10.00                     10.00               10.00  
- --------------------------------------------------------------------------------
C5-2A             12.00                     12.00               12.00  
- --------------------------------------------------------------------------------
C5-2.5(3)         12.00                     12.00               10.00  
- --------------------------------------------------------------------------------
C5-3              15.00                     15.00               10.00  
- --------------------------------------------------------------------------------
C5-4              10.00                     10.00               10.00  
- --------------------------------------------------------------------------------
C5-5              15.00                     15.00               10.00  
- --------------------------------------------------------------------------------
C5-P(4)            8.00                      8.00                8.00  
- --------------------------------------------------------------------------------
                                                                       
- --------------------------------------------------------------------------------
C6-1               6.00                      6.50                0.87 to 3.44
- --------------------------------------------------------------------------------
C6-1A              6.00                      6.50                0.78 to 2.43
- --------------------------------------------------------------------------------
C6-1G(7)           6.00                      6.00                0.78 to 2.43
- --------------------------------------------------------------------------------
C6-2               6.00                      6.50                0.94 to 6.02
- --------------------------------------------------------------------------------
C6-2G(7)           6.00                      6.50                0.94 to 6.02
- --------------------------------------------------------------------------------
C6-2M(7)           6.00                      6.50                0.94 to 6.02
- --------------------------------------------------------------------------------
C6-3               6.00                     10.00                0.99 to 7.52
- --------------------------------------------------------------------------------
C6-4              10.00                     10.00               10.00  
- --------------------------------------------------------------------------------
C6-4.5(6)         12.00                     12.00               10.00  
- --------------------------------------------------------------------------------
C6-4M(7)          10.00                     10.00               10.00  
- --------------------------------------------------------------------------------
C6-5              10.00                     10.00               10.00  
- --------------------------------------------------------------------------------
C6-5.5(6)         12.00                     12.00               10.00  
- --------------------------------------------------------------------------------
C6-6              15.00                     15.00               10.00  
- --------------------------------------------------------------------------------
C6-6.5(5)         12.00                     12.00               10.00  
- --------------------------------------------------------------------------------
C6-7              15.00                     15.00               10.00  
- --------------------------------------------------------------------------------
C6-7T(4)          14.00                     14.00               10.00  
- --------------------------------------------------------------------------------
C6-8              10.00                     10.00               10.00  
- --------------------------------------------------------------------------------
C6-9              10.00                     15.00               10.00  
- --------------------------------------------------------------------------------
                                                                       
- --------------------------------------------------------------------------------
C7                 2.00                                                
- --------------------------------------------------------------------------------
                                                                       
- --------------------------------------------------------------------------------
C8-1               1.00                      2.40
- --------------------------------------------------------------------------------
C8-2               2.00                      4.80
- --------------------------------------------------------------------------------
C8-3               2.00                      6.50
- --------------------------------------------------------------------------------
C8-4               5.00                      6.50
- --------------------------------------------------------------------------------
                                                       
1     The floor area ratios shown are exclusive of bonuses for plazas,
      plaza-connected open areas, arcades or other amenities.

2     In the commercial overlay districts, the range of residential floor area
      ratios shown indicates the additional FAR available as an attic allowance.

3     Where a range of floor area ratios is shown, the lowest is for a one-story
      building and the highest is the maximum achievable in the district for a
      taller building.

4     The district is mapped only in the Theater Subdistrict of the Special
      Midtown District.

5     The FAR 12.0 districts are mapped generally in the midblocks of the
      Special Midtown District.

6     The district is mapped only in the Preservation Subdistrict of the Special
      Midtown Distict.

7     Special loft districts in Manhattan (Community Districts 1 to 6) allow
      conversion to dwelling units of non-residential buildings (or portions
      thereof) erected prior to December 15, 1961. For any new construction, the
      FAR of the corresponding commercial district without a letter suffix shall
      apply.


                                       148




This CD ROM contains an electronic version of appraisals for the Mortgaged
Properties in PDF format and forms part of the paper version of the Prospectus
Supplement. The information contained in this CD ROM does not appear elsewhere
in paper form in this Prospectus Supplement and must be considered as part of,
and together with, the information contained elsewhere in this Prospectus
Supplement and the Prospectus. The information contained in this CD ROM has
been filed by the Seller with the Securities and Exchange Commission as part
of a Current Report on Form 8-K, which is incorporated by reference in this
Prospectus Supplement, and is also available through the public reference
branch of the Securities and Exchange Commission. Defined terms used in this CD
ROM but not otherwise defined therein shall have the respective meanings
assigned to them in the paper portion of the Prospectus Supplement and the
Prospectus. All of the information contained in this CD ROM is subject to the
same limitations and qualifications contained in this Prospectus Supplement and
the Prospectus. Prospective investors are strongly urged to read the paper
portion of this Prospectus Supplement and the Prospectus in its entirety prior
to accessing this CD ROM. If this CD ROM was not received in a sealed package,
there can be no assurances that it remains in its original format and should
not be relied upon for any purpose. Prospective investors may contact J.
Theodore Borter of Goldman, Sachs Co. at (212)902-3857 to receive an original
copy of the CD ROM.

<PAGE>

             ----------------------------------------------
             COMPLETE APPRAISAL
             OF REAL PROPERTY

             Portion of Shannon Southpark Mall
             1000 Shannon Southpark
             Union City, Fulton County, Georgia


             ----------------------------------------------

             IN A SELF-CONTAINED REPORT
             As of April 18, 1996



             Cadillac Fairview U.S., Inc.
             20 Queen Street West, 4th Floor
             Toronto, Ontario M5H 3R4






             Cushman & Wakefield of Georgia, Inc.
             Valuation Advisory Services
             3300 One Atlantic Center
             1201 West Peachtree Street
             Atlanta, Georgia 30309


<PAGE>


Cushman & Wakefield of Georgia, Inc.                                 
3300 One Atlantic Center                                               CUSHMAN &
1201 West Peachtree Street                                          WAKEFIELD(R)
Atlanta, GA 30309
(404) 875-1000








May 22, 1996




Mr. John MacDonald
Senior Vice President, Finance & Treasurer
Cadillac Fairview U.S., Inc.
20 Queen Street West, 4th Floor
Toronto, Ontario M5H 3R4

Re:  Complete Appraisal of Real Property
     Portion of Shannon Southpark Mall
     1000 Shannon Southpark
     Union City, Fulton County, Georgia

Dear Mr. MacDonald:

     In fulfillment of our agreement as outlined in the Letter of Engagement,
Cushman & Wakefield of Georgia, Inc. is pleased to transmit our self-contained
appraisal report estimating the market value of the leased fee estate in the
referenced property.

     The value opinion reported below is qualified by certain assumptions,
limiting conditions, certifications, and definitions, which are set forth in the
report. We particularly call to your attention the special assumptions listed in
the Summary of Salient Facts section of the report.

     This report was prepared for Cadillac Fairview and is intended only for its
specified use. It may not be distributed to or relied upon by other persons or
entities without written permission of Cushman & Wakefield of Georgia, Inc.

     The property was inspected by and the report was prepared by Luten L.
Teate, MAI under the supervision of Douglas Holowink.


<PAGE>


Mr. John MacDonald
May 22, 1996
Page 2


     Based on our complete appraisal as defined by the Uniform Standards of
Professional Appraisal Practice, we have formed an opinion that the market value
of the leased fee estate in the referenced property, subject to the assumptions,
limiting conditions, certifications, and definitions, as of April 18, 1996, was:

                THIRTY FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $35,500,000

     This letter is invalid as an opinion of value if detached from the report,
which contains the text, exhibits, and an Addenda.

Respectfully submitted,

Cushman & Wakefield Of Georgia, Inc.


/s/ Luten L. Teate

Luten L. Teate
State Certified Appraiser No. 001389


 /s/ Douglas Holowink

Douglas Holowink
Reviewed and Approved

/mm

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                                                                    WAKEFIELD(R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                   SUMMARY OF SALIENT FACTS AND CONCLUSIONS
================================================================================
Property Name:                Portion of Shannon Southpark Mall

Location:                     1000 Shannon Southpark
                              Union City, Georgia

General Overview:             This is the shop space portion of an attractive
                              regional mall of about 774,700 square feet built
                              in 1980 and 1986 on a 87+/-acre site. The
                              principal tenants are Macy's, Rich's, Sears, and
                              Mervyn's having about 494,100 square feet. None of
                              them are included in this analysis because they
                              own their stores/sites. The portion of the mall
                              being appraised is the shop space and common area.
                              The shop space has a total GLA of about 280,659
                              SF. At the time of inspection 53,774 square feet
                              were vacant and unleased. This is equivalent to
                              about 19.2% of shop GLA.

Assessor's Parcel Number:

Interest Appraised:           Leased Fee Estate

Date of Value:                April 18,1996

Date of Inspection:           April 18, 1996

Ownership:                    Cadillac Fairview

Land Area:                    25.97 acres (Developer's portion of mall site)

Current Property
  Assessment                  $9,140,160 (40% Assessment)

Current Property Taxes:       $365,789

Zoning:                       Commercial

Highest and Best Use     

  If Vacant:                  Regional Mall

  As Improved:                Existing Improvements

Improvements
  Type:                       Shop and common area portion of a single level,
                              enclosed regional mall

  Year Built:                 1980 & 1986

  Type of Construction:       Masonry

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<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

Gross Leasable Area:
                                          ======================================
                                                    GLA Breakdown
                                          --------------------------------------

                                          Tenant Type        GLA (sf)       %

                                          Anchors                   0       0.0%
                                          Shops               280,659     100.0%
                                                              -------          
                                          Total                280,659    100.0%
                                          ======================================


Operating Data and Forecasts
     Current Occupancy:                              81% of Shops
     Forecasted Stabilized Occupancy:                80%+/- of Shops

Summary of Income and Expense Information:

              ===========================================
                                                   Per SF
                                        Total      of GLA
              ===========================================
              Income
                      1993            $7,030,794   $25.05
                      1994            $6,888,036   $24.54
                      1995            $7,150,451   $25.48
                      1996 Budget     $7,037,341   $25.07
                      Forecast 1996   $7,034,000   $25.06
              -------------------------------------------
              Operating Expenses
                      1993            $3,138,939    $11.18
                      1994            $3,017,290    $10.75
                      1995            $3,277,106    $11.68
                      1996 Budget     $3,147,256    $11.21
                      Forecast 1996   $3,285,000    $11.70
              ===========================================
              Net Income First Year   $3,908,193
              ===========================================


                Value Indicators
                    Sales Comparison Approach:
                      Value Per Square Foot: $33,700,000 to $36,500,000
                      NOI/SF:                $37,900,000 to $39,300,000
                    Indicated Value:         $35,500,000 to $37,500,000


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                                                                    WAKEFIELD(R)
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<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

  Income Approach-Direct Capitalization
    Current Occupancy:                           81% of shops
    Stabilized Vacancy Rate:                     80%+/-
    Effective Gross Income:                      $7,245,020
    Net Operating Income:                        $3,908,193
    Overall Capitalization Rate:                 11.0%
  Indicated Value:                               $35,500,000

Income Approach-Discounted Cash Flow Analysis
    Market Rental Growth Rate:                   0% in 1996, 2% in 1997;
                                                   3% per year thereafter
    Expense Growth Rate:                         3.5%
    Forecasted Credit Loss:                      1.5%
    Reversion Year Capitalization Rate           11.25%
    Transaction Costs in Reversion Sale:         2.5%
    Discount Rate:                               12.0%
    Implicit First Year Capitalization Rate:     11.26%
  Indicated Value:                               $34,700,000

Value Conclusion:                                $35,500,000
  Value Per Square Foot:                         $126.49 (Gross Rentable Area)
  Implicit Capitalization Rate:                  11.0%

Exposure Time Implicit
  In Market Value Estimate:                      12 months or less

Special Assumptions Affecting Valuation:

1.   We did not measure the improvements but relied on the GLA shown in the
     rent roll provided by management. The tenant areas, shown in the rent roll
     provided by management, were cross-checked against selected leases/lease
     briefs.

2.   We reviewed a representative sample of leases and compared their terms to
     the rent roll for its accuracy. We found it to be reasonably accurate based
     on these checks and assume that the remainder of the rent roll has the same
     level of accuracy.

3.   We inspected a representative sample of the retail spaces in the building
     and we believe that the spaces we inspected are representative of all of
     the space as to overall quality and condition except where otherwise noted.

4.   We did not observe any hazardous materials during our inspection. The
     appraiser has no knowledge of the existence of such materials on or in the
     property. The appraiser, however, is not qualified to detect such
     substances. The presence of substances such as asbestos, urea-formaldehyde
     foam insulation, or other potentially hazardous materials may have an
     affect on the value of the property. The value estimate is predicated on
     the assumption that there is no such materials on or in the property that
     would cause a loss in value. No responsibility is assumed for any such
     conditions, or for any expertise or engineering knowledge required to
     discover them. The client is urged to retain an expert in this field to
     make this determination.


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                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

5.   The forecasts or projections included in this report are utilized to assist
     in the valuation process and are based upon current market conditions,
     anticipated short term supply and demand factors, as well as an improving
     economy. These forecasts are therefore subject to changes in future
     conditions which cannot be accurately predicated by the appraiser and could
     affect the future income and/or value forecasts.

6.   We did not inspect the roof of the building or make a detailed inspection
     of the mechanical systems. The appraisers are not qualified to warrant the
     adequacy or mechanical condition of these components. The client is urged
     to retain an expert in this field.

7.   During 1990, the Americans With Disabilities Act (ADA) was passed by
     Congress. This is Civil Rights legislation which, among other things,
     provides for equal access to public placed for disabled persons. It applied
     to existing structures as of January 1992 and new construction as of
     January 1993. Virtually all landlords of commercial facilities and tenants
     engaged in business that serve the public have compliance obligations under
     this law. While we are not experts in this field, our understanding of the
     law is that it is broad-based, and most existing commercial facilities are
     not in full compliance because they were designed and built prior to
     enactment of the law. We noticed no additional "readily achievable barrier
     removal" problems but we recommend a compliance study be performed by
     qualified personnel to determine the extent of non-compliance and cost to
     cure.

     We understand that, for an existing structure like the subject, compliance
     can be accomplished in stages as all or portions of the building are
     periodically renovated. The maximum required cost associated with
     compliance-related changes is 20 percent of total renovation cost. A
     prudent owner would likely include compliance-related changes in periodic
     future common area and tenant area retrofit. We considered this in our
     future projections of capital expenditures and retrofit allowance costs to
     the landlord.

     At this time, most buyers do not appear to be reflecting future ADA
     compliance costs for existing structures in their overall rate or price per
     square foot decisions. This is recent legislation and many market
     participants are not yet fully aware of its consequences. We believe that
     over the next one to two years, it will become more of a value
     consideration. It is important to realize that ADA is a Civil Rights law,
     not a building code. Its intent is to allow disabled persons to participate
     fully in society and not intended to cause undue hardship for tenants or
     building owners.

8.   Please refer to the complete list of assumptions and limiting conditions
     included at the end of this report.

Negative Factors:

     The following were taken into consideration in our appraisal.

o    Three of the four anchor tenants have reciprocal operating agreements with
     the mall owner that have expired. The agreement with the fourth (Mervyn's)
     was never fully executed according to the property's leasing agent. Shannon
     Southpark's leasing/management personnel suggested that they are interested
     in extending the agreement with the anchors


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<PAGE>


                                   Summary of Salient Facts and Conclusions
================================================================================

     but not enough to pay a large extension bonuses to get them to sign so
     negotiations are not making much progress. An argument could be made that
     these tenants have been in place without an agreement and, therefore, will
     not leave if sales continue to be high enough. Unfortunately, these anchors
     do not have to report sales volumes to the mall owner. The mall manager has
     discussed sales volumes with the anchors' managers and reports that these
     stores have "satisfactory" sales levels/SF. This is a positive sign but not
     the same as reported sales. We nor an investor has any way of knowing
     whether these anchors will renew their agreements or even remain in the
     mall after 1996.

o    Rents at this mall are generally considered below average from Atlanta
     regional mall.

o    Sales volume of shop tenants have declined over the last few years and have
     exhibited weak growth in recent years. 

o    Twenty-nine tenants, representing about 9.8 percent of the shop space, is
     occupied by "temporary" tenants on short term leases, at low rental rates
     and no percentage rent clauses.

o    This property does not have the proper merchandise mix of tenants to
     adequately capture demand from the trade area's more affluent shopper.

o    About 59,000 square feet of shop space (21.0 percent) have leases that
     expire over the next two years. This is a risk factor considering that a
     number of larger, more prestigious tenants have recently renewed with
     shorter term leases (1 -2 years).

Favorable Influences

o    Well known anchor tenants that are reasonably well matched to the
     demographics of the trade area.

o    Good location at an interstate intersection


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                                                                    WAKEFIELD(R)
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<PAGE>


                                                          TABLE OF CONTENTS
================================================================================

                                                                            Page

PHOTOGRAPHS OF SUBJECT PROPERTY ...............................................1

INTRODUCTION ..................................................................5

Identification of Property ....................................................5

Property Ownership and Recent History .........................................5

Purpose and Intended Use of the Appraisal .....................................5

Extent of the Appraisal Process ...............................................5

Date of Value and Property Inspection .........................................6

Property Rights Appraised .....................................................6

Definitions of Value, Interest Appraised, and Other Pertinent Terms ...........6

Legal Description .............................................................7

REGIONAL ANALYSIS .............................................................9

NEIGHBORHOOD ANALYSIS ........................................................17

RETAIL MARKET ANALYSIS .......................................................20

PROPERTY DESCRIPTION .........................................................49

Site Description .............................................................49

Improvements Description .....................................................50

REAL PROPERTY TAXES AND ASSESSMENTS ..........................................53

ZONING .......................................................................55

HIGHEST AND BEST USE .........................................................56

Highest and Best Use of Site As Though Vacant ................................56

VALUATION PROCESS ............................................................57

SALES COMPARISON APPROACH ....................................................59

INCOME APPROACH ..............................................................65

RECONCILIATION AND FINAL VALUE ESTIMATE ......................................96

ASSUMPTIONS AND LIMITING CONDITIONS ..........................................97

CERTIFICATION OF APPRAISAL ...................................................99

ADDENDA .....................................................................100

Exhibit A      Recent Leases at Shannon Southpark Mall
Exhibit B      Recent Sales Volume at Subject
Exhibit C      Rent Roll
Exhibit D      Expiration Summary
Exhibit E      Photographs of Competition
Exhibit F      Professional Qualifications of the Appraiser


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<PAGE>


                                            PHOTOGRAPHS OF SUBJECT PROPERTY
================================================================================



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                                    Entrance



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                                Typical Interior

================================================================================

<PAGE>


                                            Photographs of Subject Property
================================================================================



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                             Mall Entrance of Sears











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                         Parking Lot Entrance of Rich's



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                                       -2-


<PAGE>


                                            Photographs of Subject Property
================================================================================



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                                   Food Court






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                                Central Courtyard




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                                       -3-


<PAGE>


                                            Photographs of Subject Property
================================================================================





                                [GRAPHIC OMITTED]



                                  Vacant Space



================================================================================
            
                                       -4-



<PAGE>

                                                               INTRODUCTION
================================================================================

Identification of Property

     Shannon Southpark Mall is a 774,700+/- square foot (gross leasable area)
regional mall located in the southwestern portion of metropolitan Atlanta,
Georgia. The improvements are situated on a 87+/- acre site near the
intersection of Georgia Highway 138 (Jonesboro Road) and I-85. We are only
appraising the shop space and common area portion of the mall which contains a
GLA of about 280,659 square feet which is on 25.97 acres.

     At the time of our inspection, the mall was about 93 percent occupied by
four anchor tenants and 111 shop tenants. Occupancy in the portion of the mall
being appraised (shop space) was about 80.8 percent.

     This mall was constructed in 1980 and expanded in 1986. Its street address
is 1000 Shannon Southpark. It is further identified by the Fulton County Tax
Assessor's office as Parcel Numbers:

     o    9F-1508-0062-021
     o    9F-1508-0062-023
     o    9F-1508-0062-022
     o    9F-1508-0062-065

Property Ownership and Recent History

     The property has been owned by Cadillac Fairview for over three years.
Occupancy of shop space has ranged from about 72.0 percent to 81.0 percent since
January 1993. Sales of shops for 1995 were about $208 per square foot which
represents a decline over the last few years.

Purpose and Intended Use of the Appraisal

     The purpose of this appraisal is to estimate the market value of a leased
fee estate on April 18, 1996. The appraisal is to be used to establish asset
value for portfolio monitoring purposes.

Extent of the Appraisal Process

     In the process of preparing this appraisal, we:

     o    Inspected the exterior of all buildings and site improvements and a
          representative sample of shops with David Long, the property manager.

     o    Interviewed Mr. Long of the property management company, Urban Retail
          Properties, Inc. (Urban).

     o    Reviewed leasing policy, concessions, tenant build-out allowances, and
          history of recent occupancy with the leasing manager, Bob Bramblett of
          Urban.

     o    Reviewed a detailed history of income and expense and a budget
          forecast for 1996 including the budget for planned capital
          expenditures.

================================================================================

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<PAGE>

                                                               INTRODUCTION
================================================================================

     o    Conducted market research of occupancies, asking rents, concessions
          and operating expenses at competing malls which involved interviews
          with on-site managers and a review of our own data base from previous
          appraisal files.

     o    Prepared an estimate of stabilized income and expense (for
          capitalization purposes).

     o    Conducted market inquiries into recent sales of similar malls to
          ascertain sales price per square foot, effective gross income
          multipliers and capitalization rates. This process involved telephone
          interviews with sellers, buyers and/or participating brokers.

     o    Prepared Sales Comparison and Income Approaches to value.

Date of Value and Property Inspection

     The date of value is April 18, 1996, which is also the date of our last
inspection.

Property Rights Appraised

     We have appraised a leased fee estate.

Definitions of Value, Interest Appraised, and Other Pertinent Terms

     The definition of market value taken from the Unifonn Standards of
Professional Appraisal Practice of the Appraisal Foundation, is as follows:

     The most probable price which a property should bring in a competitive and
     open market under all conditions requisite to a fair sale, the buyer and
     seller, each acting prudently and knowledgeably, and assuming the price is
     not affected by undue stimulus. Implicit in this definition is the
     consummation of a sale as of a specified date and the passing of title from
     seller to buyer under conditions whereby:

     1.   Buyer and seller are typically motivated;

     2.   Both parties are well informed or well advised, and acting in what
          they consider their own best interests;

     3.   A reasonable time is allowed for exposure in the open market;

     4.   Payment is made in terms of cash in U.S. dollars or in terms of
          financial arrangements comparable thereto; and

     5.   The price represents the normal consideration for the property sold
          unaffected by special or creative financing or sales concessions
          granted by anyone associated with the sale.

================================================================================

                                      -6-

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<PAGE>


                                                               Introduction
================================================================================

     Exposure Time

     Under Paragraph 3 of the Definition of Market Value, the value estimate
     presumes that "A reasonable time is allowed for exposure in the open
     market". Exposure time is defined as the estimated length of time the
     property interest being appraised would have been offered on the market
     prior to the hypothetical consummation of a sale at the market value on the
     effective date of the appraisal. Exposure time is presumed to precede the
     effective date of the appraisal.

     Based on discussions with market participants or information gathered
     during the sales verification process, we estimate exposure time at 12
     months or less.

     The following definitions of pertinent terms are taken from the Dictionary
of Real Estate Appraisal, Third Edition (1993), published by the Appraisal
Institute.

     Leased Fee Estate

     An ownership interest held by a landlord with the rights of use and
     occupancy conveyed by lease to others. The rights of the lessor (the leased
     fee owner) and the leased fee are specified by contract terms contained
     within the lease.

     Market Rent

     The rental income that a property would most probably command on the open
     market, indicated by the current rents paid and asked for comparable space
     as of the date of appraisal.

     Cash Equivalent

     A price expressed in terms of cash, as distinguished from a price expressed
     totally or partly in terms of the face amounts of notes or other securities
     that cannot be sold at their face amounts.

     Market Value As Is on Appraisal Date

     The value of specific ownership rights to an identified parcel of real
     estate as of the effective date of the appraisal; related to what
     physically exists and is legally permissible and excludes all assumptions
     concerning hypothetical market conditions or possible rezoning.

Legal Description

     We were not provided with a legal description. Reference is made to the
site plan presented elsewhere in the report.



================================================================================

                                       -7-

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<PAGE>


Metropolitan Atlanta Area


                               [GRAPHIC OMITTED]


                                                                       CUSHMAN &
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                                                     A ROCKEFELLER GROUP COMPANY

<PAGE>


                                                          REGIONAL ANALYSIS
================================================================================

Introduction

     The market value of real property is indirectly influenced by the economic,
political, physical and social characteristics of the overall economic region of
which it is a part. Factors in the local/regional economy that might have a
bearing on the value of the subject include:

     o    Geographic location

     o    Employment trends

     o    Transportation linkages

     o    Major employee trends

     o    Population trends

     o    Economic characteristics

Definition of the Region

o    The Atlanta Region consists of 18 counties. The subject is in Fulton
     County. Reference is made to the previous regional map.

o    Atlanta is the largest incorporated area in the Atlanta Region. The city
     limits of Atlanta is located mostly within Fulton County, but there is a
     small section extending into neighboring DeKalb County.

o    The subject is not in the Atlanta city limits.

Overview of the Atlanta Region

o    Atlanta is a major financial and corporate center for the entire
     southeastern United States. Its relatively low cost of living, mild
     climate, excellent transportation facilities, and a variety of educational
     and recreational facilities have contributed to its attractiveness as a
     place to live.

o    The metropolitan area has been successful at attracting corporate
     relocations to the area. It also continues to be the city of choice for
     many start-up companies in a variety of service and manufacturing
     industries.

o    Atlanta was the site of the 1994 Super Bowl and is now preparing to host
     the 1996 Summer Olympic Games.






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<PAGE>


                                                          Regional Analysis
================================================================================

Overview of Atlanta Real Estate Market

     During the first half of the current decade, the primary objective of many
players in the Atlanta commercial real estate market was survival as the metro
area struggled through the effects of the national recession which also effected
most major markets throughout the United States. The survivors now appear to be
enjoying an Atlanta marketplace that has strongly recovered. The primary sectors
of the commercial real market: office, industrial, apartments, and retail all
experienced an oversupply during the 1980s. However, during the first part of
the decade, demand exceeded additions to supply and, as a result, both
occupancies and rents have increased. Now, available, quality space is difficult
to find.

     A number of factors have contributed to the Atlanta commercial real estate
market's resurgence:

o    The recovery of the nation's economy.

o    Activity generated by the upcoming 1996 Olympic Games to be held in
     Atlanta.

o    The mature and well-developed metropolitan transportation infrastructure
     which includes:

o    The strategic location at the junction of three interstate highways

o    Hartsfield International Airport which is one of the nation's busiest and
     has just completed a $305 million concourse to service international air
     traffic.

o    The Metropolitan Atlanta Rapid Transit Authority (MARTA) rail system which
     was established in 1988 and now connects the downtown business area and the
     airport to suburban office and residential locations.

o    Diverse job base anchored by services, retail trade, government and
     manufacturing employment.

     The above factors are market fundamentals that do not completely insulate
the Atlanta area from periodic slumps in the national economy but generally
serve to mitigate their effects. This diversification has also proved to be
attractive to many real estate investors over time. A number of recent surveys
have chosen Atlanta as one of the more popular business and residential
locations in the United States.

Population

o    During the early to mid-1970s, the City of Atlanta experienced substantial
     out-migration of population to the suburban areas, creating dramatic new
     suburban residential and commercial retail development. The primary
     directions of growth were northwest and northeast into the suburban
     counties of Cobb, Gwinnett and DeKalb.

o    While the population of the metropolitan area was increasing rapidly, the
     City of Atlanta actually showed a 14.0 percent population decrease during
     the decade of the 1970s.

o    Since 1980, the city's population has stabilized and may have even
     increased slightly. The suburban development trend has continued with many
     outlying areas now offering their own infrastructures.

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                                      -10-

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<PAGE>


                                                          Regional Analysis
================================================================================

     The demographic statistics and estimates were prepared by Equifax National
Decision Systems (ENDS):

o    In 1980, Atlanta's SMSA population stood at 2,233,325-about 40.9 percent
     of the State's. By 1996, 16 years later, Atlanta's population had increased
     56.9 percent to an estimated 3,377,754. The State's population has grown
     only 34.5 percent during this same time period, consequently, Atlanta's
     share of state population had increased to 47.7 percent by 1996. A
     population increase for the SMSA through 2001 to about 3,941,898 is
     forecast. The estimated change in the SMSA's population between 1995 and
     2000 equates to a compound annual growth rate of about 2.4 percent. By
     comparison, the State of Georgia's population is expected to grow at a
     compound annual rate of only about 1.8 percent over the same time period.

o    The color map, on a following page, shows the metropolitan Atlanta area and
     graphically depicts the forecast near-term population growth throughout
     this area. It shows that Equifax National Decision Systems is forecasting
     ????? population growth over the next five years for the subject area.

Households
                 
     Growth in households is more important to a retail property than growth in
population because households have been found to be the primary demand
generators for retail goods. It is particularly important in this appraisal
because the property being appraised is a retail property. Growth in population
may not always represent growth in the number of people in the age bracket that
typically purchases retail goods. However, growth in households usually does.
Some key statistics and estimates are:

o    In 1996, there were estimated to be 1,349,992 households in metropolitan
     Atlanta. This represents an aggregate increase of 71 percent over 1980 or a
     compound rate of about 3.4 percent per annum. By comparison, in the State
     of Georgia, household growth has been at a compound annual rate of only
     about 2.5 percent over the same time period.

o    Between 1996 and 2001, a continuation of this trend is forecasted when
     metropolitan Atlanta is expected to contain nearly 1,473,012 households.

     On a following page is a graphic representation of the forecasted household
growth for the Atlanta metropolitan area for the next five years. Note the areas
of high forecasted growth, one of them is in the general area of the subject.

Income

     Metropolitan Atlanta is considered a high income area because income levels
tend to be above state averages. The following chart shows the comparison.

================================================================================

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<PAGE>


                                                          Regional Analysis
================================================================================

             =====================================================
                     Atlanta SMSA and Georgia State Incomes
             =====================================================
              Incomes                           Metro       State
                                                Area        1996
                                                1996      Estimate
                                              Estimate
             =====================================================
              Median Household Income          $45,249    $34,773
              Average Household Income         $58,973    $47,776
             -----------------------------------------------------
              SOURCE: Equifax National Decision Systems, Inc.
             =====================================================

     The previous chart shows that estimated 1996 incomes for Metropolitan
Atlanta are generally 20 to 30 percent higher than for the state as a whole.


================================================================================

                                      -12-

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<PAGE>


ATLANTA METROPOLITAN AREA


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<PAGE>


ATLANTA METROPOLITAN AREA


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<PAGE>

                                                          Regional Analysis
================================================================================

Economic Base and General Conditions

     The composition of Atlanta's labor force is diverse and not dominated by
manufacturing or any one industry group. The trade and services sectors of the
economy employ about 55% of the work force in the metropolitan area.

o    The labor force has grown by about 16 percent since 1990.

o    The March, 1996 unemployment rate for the SMSA was about 3.8 percent
     which is lower than the 4.5 percent for the state. This is the latest
     figure as of this writing.

o    The unemployment rate for the Atlanta area has consistently been lower than
     experienced by the state as a whole since 1990.

o    Job growth during the latter part of the 1980s exhibited a declining trend
     and was negative in 1991. However, since 1991, this trend has reversed. In
     1993 through 1995, job growth was estimated at 85,300, 96,800 and 77,900
     respectively. The Georgia State University Forecasting Unit expects the
     economy to create slower but still impressive levels of job growth in 1996
     of 76,000.

Retail Sales

     The table below summarizes retail sales growth for the Atlanta SMSA and,
provides a comparison to the State as a whole over the period 1985 through 1994.

    ====================================================================
                              Retail Sales (in $000)
    ====================================================================
    Year                               Atlanta SMSA         State of
                                                            Georgia
    ====================================================================
    1985                                  $17,418,814       $34,100,266
    1994                                  $32,090,797       $60,877,014
    Compound Annual Growth                        7.0%              6.7%
    Rate
    --------------------------------------------------------------------
    Source: Sales and Marketing Management
            Survey of Buying Power, 1986 & 1995
    ====================================================================

     From the data above, we see that sales have increased at an annual compound
rate of about 7.0 percent in the Atlanta SMSA, versus 6.7 percent for the State
as a whole over the nine year period examined. This is a positive factor for the
Atlanta area.

Directions of Growth

     Generally considered to be in the I-75 and I-85 corridors north and south
of I-285. Reference is made to the previous map.


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<PAGE>


                                                          Regional Analysis
================================================================================

     The subject property is situated in one of the primary directions of growth
for the metropolitan area.

Conclusion

     Atlanta has seen a resurgence in job growth, approaching the experience of
the mid-1980s. This, along with other factors, has translated into a healthy
demand for industrial, retail and office space. The overall improvement of the
Atlanta economy, together with the upcoming Olympic Games in 1996, have led to
improvements in all segments of demand.


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                                      -16-

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<PAGE>


                                                      NEIGHBORHOOD ANALYSIS
================================================================================

Location

o    Southwestern area of metropolitan Atlanta in South Fulton County in the
     city limits of Union City.

o    Approximately 15 radial miles southwest of Atlanta's downtown central
     business district and seven miles southwest of Hartsfield-Atlanta
     International Airport.

o    The subject site is in the northwestern quadrant of Jonesboro Road (State
     Road 138) and Interstate 85.

Access

o    The neighborhood is served by several major highways and arterials
     including Interstate 85, Jonesboro Road (State Road 138), Flat Shoals Road,
     and Roosevelt Highway (U.S. Highway 29).

o    The subject fronts on the north side of Jonesboro Road, a five-lane road
     (including center turning lane).

o    The Georgia Department of Transportation shows the following 1995
     bidirectional traffic counts:

          I-85: North of GA 138                                       45,395

          I-85: South of GA 138                                       44,664

          Jonesboro Road (Georgia Highway 138) West of I-85           18,701

     The counts on both roads are relatively high for similar roads in south
Atlanta.

o    Bus stops are located in front of the mall along Jonesboro Road.

o    Overall, access to the neighborhood is excellent.

Neighborhood Characteristics

o    The neighborhood is a stable area of south metropolitan Atlanta that is
     experiencing relatively slow population/household growth compared to
     metropolitan Atlanta as a whole.

o    Shannon Southpark Mall is the dominant development in the neighborhood.
     Built in 1980, this mall has spurred only a limited amount of surrounding
     commercial development including several small unanchored strip centers and
     community/neighborhood shopping centers. This ancillary development has,
     however, not occurred to the extent found around most of Atlanta's regional
     malls in the northern crescent (outside I-285 between I-85 and I-75) of the
     metropolitan area.

o    Big Box or category killer stores typically locate proximate to a regional
     mall to benefit from the synergy created by the concentration of retailers.
     However, except for Toys R Us and Wal-Mart, there are no big box retailers
     proximate to this mall. Refer to the Market Analysis section for a further
     discussion of shopping centers in the immediate area.


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<PAGE>


                                                      Neighborhood Analysis
================================================================================

o    Several automobile dealerships, including Saturn, Toyota, Nissan, Honda and
     Dodge, are located at the northeastern quadrant of the interchange. An
     abundance of vacant industrial-zoned land is located at the northeastern
     and southeastern quadrants of the interchange. Several acres of vacant
     commercial land located around the mall remain available for development.

Nearby and Adjacent Uses

     Adjacent land uses to the subject are as follows:

     East:   I-85

     South:  Free-standing and strip retail buildings fronting on Jonesboro
             Road. They are occupied by Firestone Tire Center, Texaco, and Sun
             Trust Bank. Shannon Crossing Center a neighborhood shopping center
             of about 64,000 square feet and anchored by Kroger is across
             Jonesboro Road from the mall.

     North:  Predominantly vacant tracts that were originally part of the master
             tract from which the mall was developed.

     West:   Free-standing retail buildings along the west side of Londonderry
             Road. They are occupied by a Toys R Us and Goodyear Tire.

Special Hazards or Adverse Influences

     To our knowledge, Shannon Southpark Mall is not proximate to any apparent
special hazards or adverse influences such as landfills, flood prone areas,
noise or air pollution, chemical emissions or storage.

Planned Improvements

o    According to Ms. Sonya Carter with the Union City Zoning/Planning
     Department, a community center of 175,000 square feet or larger is planned
     one-half mile west of the subject on the northern side of Jonesboro Road
     across from Shannon Square Shopping Center. She has had several discussions
     with developers in the past regarding developing a shopping center on this
     site. However, she told us that she has not discussed this property with
     potential developers in at least six months. Further, that no development
     plans have been submitted for approval and no permits have been requested.
     At this time, there is no way to determine if this development will
     materialize. If it does, it will further establish the subject area as a
     retail hub.

o    Shannon Southpark was developed on a portion of a much larger tract
     assembled by local developer, Scott Hudgens. The remainder of the acreage
     was to be held for future development around the mall as demand dictated.
     Demand has been weak and Hudgens sold most of the remaining acreage at
     auction in the summer of 1995. It was subdivided into smaller tracts and
     sold to 18 investors or investor groups. These tracts are mostly located
     north of the mall along Shannon Parkway, Shannon Boulevard and Mall
     Boulevard. The tracts are zoned multi-family residential and commercial.

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<PAGE>


                                                      Neighborhood Analysis
================================================================================

     Apparently, most of these tracts were purchased for speculative holding
     since none of the buyers have submitted development plans for approval or
     requested building permits as of this writing.

o    No other developments are proposed which would impact Shannon Southpark
     Mall.

Conclusion
 
     Overall, the neighborhood is a stable area of south metropolitan Atlanta.
The outlook is favorable with continued, but moderate, levels of growth.






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                                      -19-

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<PAGE>


                                                     RETAIL MARKET ANALYSIS
================================================================================

Trade Area Overview

     A retail center's trade area contains people who are likely to patronize
that particular retail center. These customers are drawn by a given class of
goods and services from a particular tenant mix. A center's fundamental drawing
power comes from the strength of the anchor tenants as well as the regional and
local tenants which complement and support the anchors. A successful combination
of these elements creates a destination for customers seeking a variety of goods
and services while enjoying the comfort and convenience of an integrated
shopping environment.

     The subject can be described as a super-regional shopping center.

     A super-regional center(1) provides for extensive variety in general
     merchandise, apparel, furniture, home furnishings, as well as a variety of
     services and recreational facilities. It is built around three or more
     full-line department stores of generally not less than 100,000 square feet
     each. In theory, the typical size of a super regional center is about
     800,000 square feet of gross leasable area. In practice, the size ranges
     from about 600,000 to more than 2,000,000 square feet

     In order to define and analyze the market potential for the Shannon
Southpark Mall, it is important to first establish the boundaries of the trade
area from which the subject will draw its customers. In some cases, defining the
trade area may be complicated by the existence of other retail facilities on
main thoroughfares within trade areas that are not clearly defined or whose
trade areas overlap with that of the subject.

     Together with the Southlake Mall, the subject is one of two regional malls
located in the southern-most sector of the greater Atlanta area. While there are
numerous regional malls located throughout metro-Atlanta, Shannon Southpark's
relatively remote location in southern Fulton County, together with the south
and southwestern orientation of its primary and effective trade areas, limits
its directly competitive set.

     Finally, there are a limited number of strip centers anchored by discount
department stores, supermarkets and specialty/category killer stores in the
market. While some cross-shopping does occur, these stores act more as a draw to
the area, creating an image for the area as an established shopping district and
generating more retail traffic to the area than would exist in their absence. We
recognize and mention these stores and centers to the extent that they provide a
complete understanding of the area's retail structure.

     Once the trade area is defined, the area's demographics and economic
profile can be analyzed. This will provide key insight into the area's dynamics
as it relates to the subject. The sources of economic and demographic data for
the trade are analysis are as follows: Equifax National Decision Systems (ENDS),
Sales and Marketing Management's Survey of Buying Power, The Urban Land
Institute's Dollars and Cents of Shopping Centers (1995), CACI, The Sourcebook
of County Demographics, and The Census of Retail Trade - 1992. The subject's
primary and effective trade areas, profiled by Equifax Decision Systems, were
defined based on

- ----------
(1) Urban Land Institute Dollars and Cents of Shopping Centers - 1995

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<PAGE>


                                                     Retail Market Analysis
================================================================================

the results of a customer survey conducted by Urban Retail Properties, Co.,
which included polling the mall's customers to determine the zip code of the
primary residence. While the survey is somewhat dated (late 1993/early 1994), in
our opinion the trade areas as defined have remained unchanged.

Scope of Trade Area

     Traditionally, a retail center's sales are principally generated from
within its primary trade area, which is typically within reasonably close
geographic proximity to the center itself. Generally, between 55 and 65 percent
of a center's sales are generated within its primary trade area. The secondary
trade area generally refers to more outlying areas which provide less frequent
customers to the center. Residents within the secondary trade area would be more
likely to shop closer to home due to time and travel constraints. Typically, an
additional 20 to 25 percent of a center's sales will be generated from within
the secondary area. The tertiary or peripheral trade area refers to more distant
areas from which occasional customers to the mall reside. These residents may be
drawn to the center by a particular service or store which is not found locally.
Industry experience shows that between 10 and 15 percent of a center's sales are
derived from customers residing outside of the trade area. This potential is
commonly referred to as inflow.

     Before the trade area can be defined, it is necessary that we thoroughly
review the retail market and the competitive structure of the general
marketplace, with consideration given as to the subject's position therein.
Subsequent to our discussion of the area's retail structure, a profile of the
department stores which anchor the subject is presented in order to fully
acquaint the reader with its overall market position therein.

Retail Structure

     In order to examine the subject property in its proper context, we must
first examine the nature of the competition. With respect to regional mall
competition, the subject appears to be well positioned. While there are a number
of regional malls servicing the metro-Atlanta area, given the subject's
relatively remote location in southern Fulton County, it is our determination of
there is only one truly competitive regional mall property, Southlake Mall,
while the balance of regional malls are secondary to the extent that their
secondary markets may overlap with that of the subject.

Competition

     While there is only one regional mall considered directly competitive mall
in the region, the following table identifies the larger alternative retail
properties in the area as well as the malls located outside the region with
secondary trade areas that could overlap with that of the subject.




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<PAGE>


                                                     Retail Market Analysis
================================================================================

- --------------------------------------------------------------------------------
                       Competitive Retail Shopping Centers
================================================================================
                               Year
Map                           Opened/                                 Distance
Key     Center/Location      Renovated  Total GLA   Anchor Stores   from Subject
================================================================================
 S   Shannon Southpark Mall  1980/1986   770,681       Macy's
     1000 Shannon Southpark                           Mervyn's
        Union City, GA                                 Sears
                                                       Rich's
- --------------------------------------------------------------------------------
 1      Southlake Mall       1976/1995  1,024,000     JC Penney       12 miles
      1000 Southlake Mall                              Macy's
          Morrow, GA                                    Rich's
                                                        Sears
- --------------------------------------------------------------------------------
 2      Cumberland Mall      1973/1986  1,250,000     JC Penney       20 miles
     1000 Cumberland Mall                              Macy's
          Atlanta, GA                                   Rich's
                                                        Sears
================================================================================
     Total                              3,044,681
- --------------------------------------------------------------------------------
 *    Opening June 1996
================================================================================
Source: Shopping Center Directory - 1995
================================================================================



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<PAGE>


                                                     Retail Market Analysis
================================================================================

Subject Retail Center

Name:                                 Shannon Southpark Mall

Location:                             1000 Shannon Southpark
                                      Union City, GA

Owner:                                The Cadillac Fairview Corporation

Distance and Time from Subject:       NA

Year Opened:                          1980

Year(s) Expanded/Renovated:           1986

Total GLA:                            770,681+/- SF

Mall GLA:                             276,615+/- SF

Mall Shop Ratio:                      36%

Anchor Tenants:                       Macy's                          147,455 SF
                                      Mervyn's                         75,000 SF
                                      Sears                           150,031 SF
                                      Rich's                          121,580 SF
                                                                      -------
                                      Total Anchor GLA                494,066 SF

Number of Mall Shops:                 110+/-

Occupancy (Mall GLA):                 81+/-%

Average Market Rent (Mall GLA):       $15-$30/SF

Land Area:                            34+/- AC

Parking/Ratio
        Existing:                     4,231;5.5+/- spaces per 1,000 SF of GLA

Demographics:                         Primary Market Population:        397,486
                                      Average Household Income:         $46,061

Retail Sales:                         $208/SF - 1995 (non-anchor)


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<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: Shannon Southpark is well-positioned along I-85 to service the growing
southwestern quadrant of the Atlanta MSA. Conversely, trade area is inhibited to
the north and east given the presence of the Cumberland and Southlake malls.
Overall, anchor alignment is competitive with most metro-area regional malls,
although anchor store sizes are notably smaller relative to Southlake, its
nearest and strongest competitor.






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<PAGE>


                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 1

Name:                                 Southlake Mall

Location:                             1000 Southlake Mall
                                      Morrow, Georgia

Owner:                                Southlake Retail Venture

Distance and Time from Subject:       12+/- miles east
                                      (20+/- minute drive time)

Year Opened:                          1976

Year(s) Expanded/Renovated:           1994

Total GLA:                            1,024,000+/- SF

Mall GLA:                             294,000+/- SF

Mall Shop Ratio:                      29%

Anchor Tenants:                       JC Penney                       160,000 SF
                                      Macy's                          160,000 SF
                                      Rich's                          220,000 SF
                                      Sears                           190,000 SF
                                                                      -------
                                      Total Anchor GLA:               730,000 SF

Number of Mall Shops:                 120+/-

Occupancy (Mall GLA):                 92%

Average Rent (Mall GLA):              $20-$40+/-/SF

Land Area:                            88+/- AC

Parking/Ratio:                        5,500+/- cars; 5.4 per 1,000+/- SF

Demographics:                         Primary Market Population:         670,000
                                      Average Household Income:          $50,000

Retail Sales:                         $303/SF


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                                      -25-

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<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: Two level regional mall located 12+/- miles east of subject. Macy's,
Rich's and Sears anchor stores larger than those at subject, while JC Penney in
160,000+/- SF considered superior fourth anchor compared to subject's Mervyn's
in 75,000+/- SF Considered more appealing mall to upscale-oriented customer.
Overlap limited to both the subject's and Southlake Mall's secondary trade
areas.








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<PAGE>


                                                     Retail Market Analysis
================================================================================

Competitive Retail Center No. 2

Name:                                 Cumberland Mall

Location:                             1000 Cumberland Mall
                                      Atlanta, Georgia

Owner:                                MEPC American Properties

Distance and Time from Subject:       20+/- miles north
                                      (25+/- minute drive time)

Year Opened:                          1973

Year(s) Expanded/Renovated:           1986

Total GLA:                            1,250,000+/- SF

Mall GLA:                             340,000+/- SF

Mall Shop Ratio:                      27%

Anchor Tenants:                       JC Penney                       190,000 SF
                                      Macy's                          210,000 SF
                                      Rich's                          290,000 SF
                                      Sears                           220,000 SF
                                                                      -------
                                      Total Anchor GLA:               910,000 SF

Number of Mall Shops:                 145+/-

Occupancy (Mall GLA):                 95%

Average Rent (Mall GLA):              $20-$30+/-/SF

Land Area:                            72+/- AC

Parking/Ratio:                        5,581+/- cars; 4.5 per 1,000+/- SF

Demographics:                         Primary Market Population:         684,000
                                      Average Household Income:          $52,200

Retail Sales:                         $315/SF


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                                      -27-

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<PAGE>


                                                     Retail Market Analysis
================================================================================

Comments: Macy's, Rich's and Sears anchor stores larger than those at subject,
while JC Penney in 190,000+/- SF considered superior fourth anchor compared to
subject's Mervyn's in 75,000+/- SF. Overall, mall offers over 50 percent more
anchor GLA, allowing anchors to provide greater depth of merchandise. Mall
benefits from excellent proximity affluent residential communities, as well as
substantial office, hotel and ancillary retail development. Considered more
appealing mall to upscale-oriented customer. Overlap limited to both the
subject's and Southlake Mall's secondary trade areas.






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                                      -28-

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<PAGE>


                                                     Retail Market Analysis
================================================================================

     The mall properties cited above (inclusive of the subject) comprise
approximately 3.04+/- million square feet of mall space. Only the Southlake Mall
is considered to offer meaningful competition to the subject. Given their
distance from the subject and their market orientation toward central and
northern quadrants of the greater Atlanta area, the balance of the cited
properties are considered to compete with the subject only peripherally.

Other Competition

     As discussed, there is no other direct mall competition for the subject in
its immediate or effective trade areas. In addition to the facilities described,
the balance of the retail inventory consists of neighborhood and community
centers as well as free-standing retail facilities. A brief description of the
retail centers in the immediate area will serve to portray the balance of the
neighborhood retail alignment.

o    Greenbriar Mall , located 10+/- miles north of the subject along I-285, is
     a 679,000+/- square foot regional mall anchored by Rich's Department Store,
     Burlington Coat Factory, Circuit City and the 50 Off Store. This center
     target markets to the African American segment of the market, and is
     considered upscale compared to other malls focusing on the African American
     customer base. Based on the subject's most recent shopper survey, it has
     been determined that this center is marginally competitive to This center
     reports overall occupancy of 91%, and average lease rates between
     $15-$25/SF.

o    Shannon Square is a 182,000+/- square foot community center, inclusive of
     an owned 82,000+/- square foot Wal-mart discount department store. The
     center is also anchored by an Ingles grocery store in 32,000+/- square feet
     and Drug Emporium in 24,000+/- square feet. The center's non-anchor major
     tenant is Blockbuster Video in 7,000+/- square feet. The center is
     currently 99 percent occupied, with one 1,870+/- square foot block
     available at $12 per square foot, triple net. This center is located in
     immediate proximity to the subject.

o    Shannon Crossing, is a Kroger-anchored neighborhood center located in
     immediate proximity to the subject. Kroger occupies 42~,000n square feet,
     with the entire center totaling 64,000+/- square feet. This center is
     approximately 92 percent occupied, with recent leases signed between $9 and
     $9.50 per square foot, triple net.

o    "Big Box" and "Category Killer" Retailers
                
o    There is a noticable absence of big box and category killer type retailers
     (i.e. Home Depot, Media Play, OfficeMax) that are increasingly found
     surrounding other regional malls throughout the metro area. Most proximate
     to the subject, this type of development is found surrounding Southlake
     Mall, Shannon Southpark's closest and strongest competitor. This type of
     development contributes to the establishment of an area as a retail hub,
     and its absence is felt by Shannon Southpark tenants.

Future Regional Competition
                
     There are several planned regional malls throughout the Atlanta MSA.
However, developers have not announced anchors or opening dates for these
projects, making it uncertain if and when these projects will be developed. None
of the proposed regional malls, as highlighted below, are located within Shannon
Southpark's effective trade area.


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<PAGE>


                                                     Retail Market Analysis
================================================================================

o    Proposed regional mall to be located at Turner Hills Road at I-20,
     approximately 20 miles northeast of Shannon Southpark.
                 
o    Proposed regional mall to be located along 1-75 in Henry County,
     approximately 30 miles southeast of Shannon Southpark. Not anticipated to
     be developed within the near future.

GLA per Capita

     The data presented summarizes the extent of existing regional mall
development proximate to the subject. According to the National Research Bureau,
the average GLA per capita for the United States and State of Georgia were
5.5+/- square feet and 4.1n square feet, respectively, in 1995. This statistic
pertains to centers in excess of 400,000+/- square feet.

     With a total of 15.1+/- million square feet in centers larger than 400,000n
square feet, and an estimated 1996 population of 3.5+/- million, the Atlanta MSA
posts a GLA per capita of 4.3+/- square feet. The subject and the largely
non-competitive Greenbriar Mall are the only regional malls located within the
Effective Trade Area, as determined by the customer survey. It should be noted,
however, that two centers, Cumberland Mall to the north and Southlake Mall to
east, are located marginally outside of the trade area. However, counting only
the GLA located within the effective trade area yields GLA per capita of 3.8+/-
square feet. This is well below both the state and national averages, indicating
that the market is not saturated and could potentially absorb some additional
regional mall space and still be within the average parameters for the state and
nation.

Anchor Alignment

     The anchor alignment of the subject also helps to define the potential
boundaries of the subject's trade area. The subject property is anchored by
Macy's, Mervyn's, Sears and Rich's. The following is a profile of each of these
anchor tenants.

     Sears (4/96), the world's third largest retailer continues to profit from
     its remarkable turnaround. Total revenues from operations increased by 6
     percent to $54.56 billion in 1994. Sears Merchandising Group operates 800
     department stores and 1,140 specialty stores throughout North America. The
     company is focusing on three core operations: apparel; home, including home
     appliances and electronics, home improvement and furniture; and automotive
     including Sears Auto Centers and Western Auto. Revenues per selling square
     foot were $340 in 1994, up from $321 in 1993. The restructuring that the
     company implemented in 1993 involved the closure of approximately 113
     unprofitable department stores and the elimination of 50,000 jobs. Sears
     has also abandoned its once formidable catalog operation closing it in May,
     1993. Also in 1993 the company sold 20 percent of Dean Witter/Discover Card
     to the public raising $900 million then sold the rest to shareholders. It
     also offered about 20 percent of Allstate, raising $2.4 billion in the
     nations largest IPO in 1992. In 1995, it spun off the balance of its 80.3
     percent stake. During 1994 the company transferred ownership of Sears Tower
     and related mortgages to a trust. Also, at the end of 1995, Sears divested
     itself of Homart, its real estate development subsidiary.

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<PAGE>


                                                     Retail Market Analysis
================================================================================

     In 1994, Sears' dominance continued as the Merchandise Group generated
     income of $890 million, an 18.4 percent increase over 1993 income of $752
     million. Comparable store growth was a very strong 8.3 percent which
     followed the 8.9 percent growth in 1993 and 3.6 percent in 1992. In
     addition to strong comparable store sales increases, core merchandising
     revenues per selling square foot have also shown steady increases in 1994
     and 1993, up 7.8 percent and 11.1 percent, respectively. Department store
     revenues were up 8.5 percent in 1994, which added to the 10 percent
     increase in 1993. More recently, comparable store sales were up 5.8 percent
     in the fourth quarter of 1995.

     The company has implemented a $4.0 billion remodeling program and over the
     past two years, Sears has remodeled and modernized 240 department stores
     and converted 2.9 million square feet of non-selling space and 1.5 million
     square feet of selling space formerly occupied by furniture departments to
     apparel selling space. Free-standing store revenues increased 20.2 percent
     in 1994. This was fueled by 98 new Dealer stores, 22 Homelife stores and 11
     Sears Hardware stores. Analysts are forecasting a 6 percent growth in
     revenues and 4 to 5 percent same store sales increases in 1996. Value Line
     rates the company's financial strength an "A", while Standard & Poor's
     ranks it "B".

     Dayton Hudson (7/95) is one of the country's largest general merchandise
     retailers with 1993 revenues of $19.2 billion. This represented an increase
     of 7 percent over 1992. The company's 893 stores span the entire retail
     spectrum from discount (Target and Mervyn's) to mid-level and high end
     (Dayton's, Hudson's and Marshall Fields). The company reports that more
     than 80 percent of its revenue are derived from its discount and moderate
     priced divisions. Overall, over the last ten years revenues have grown by
     an impressive rate of 10.2 percent per annum. Standard & Poor's has
     forecasted a continued rise in comparable store sales. They rate the
     company as "A". A brief profile of each follows:

     Mervyn's - Mervyn's is a moderate priced family department store chain
     specializing in soft goods. The division operates 276 stores in 15 states
     in the northwest, west, southwest, southeast and Michigan. During the first
     quarter of 1995, they will be moving into the Minneapolis market with the
     purchase of eight Carson Pirie Scott stores. In 1993 Mervyn's sales were
     disappointing, decreasing by 1.6 percent, while comparable sales were off
     by 6 percent. Comparable sales were reported to be flat in 1994. Average
     sales per square foot were approximately $200. The division is aggressively
     pursuing cost cutting measures to make it more profitable.






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<PAGE>


                                                     Retail Market Analysis
================================================================================

     Federated Department Stores, Inc. (6/95) is one of the leading full-line
     department store companies in the United States. The year 1994 was a major
     acquisition year for the company. On December 19, 1994 the company
     completed a $4.1 billion purchase of Macy's and it has recently
     consolidated the A&S/Jordan Marsh division into Macy's East. On May 26,
     1994 the company purchased Joseph Horne Co., a department store retailer
     operating ten units in Pittsburgh and Erie, Pennsylvania for $116.0
     million, including the assumption of $40.0 million in debt and acquisition
     costs. Upon completion of this merger with Macy's, Federated operates 355
     department stores in 35 states at urban or suburban sites, principally in
     densely populated areas operating under the names of Bloomingdale's, The
     Bon Marche, Bullocks, Burdines, Goldsmith's, Jordan Marsh, Lazarus, Rich's,
     Sterns and Macy's. The company also operates more than 135 specialty and
     clearance stores under the names of "Aeropostale," "Charter Club" and "MCO"
     and a mail order catalog business under the name of "Bloomingdale by Mail."
     The company recently announced the closure of the MCO stores.

     The properties consist primarily of stores and related retail facilities
     including warehouse and distribution centers. Of the 355 stores, 181 stores
     were entirely or mostly owned and 174 stores were entirely or mostly
     leased. The company owns or leases other properties including office space
     in New York and Cincinnati. During 1994, the company added 142 department
     stores and 135 specialty and clearance stores. Of the 142 department store
     additions, 121 were a result of the acquisition of Macy's and 10 as a
     result of the acquisition of Horne's. All 135 specialty and clearance
     stores were added through the Macy's acquisition. Federated's net sales for
     1994 increased by 15 percent to $8,315.9 million, compared to $7,229.4
     million reported in 1993. On a comparable store basis net sales increased
     by 3.1 percent. The company's retail operating division sales as of January
     28, 1995 were as follows:

<TABLE>
<CAPTION>
========================================================================================
                               Federated Department Stores Company
========================================================================================
                                 Number                    Gross         Average Sales
                                of Stores    1994 Sales   Square Feet   Per Square Foot
========================================================================================
<S>                                    <C>    <C>               <C>              <C> 
Abraham & Straus/Jordan Marsh          34     $1,441.1          8,999            $160
- ----------------------------------------------------------------------------------------
         Bloomingdale's                16     $1,297.5*         4,439   $292 ($268.57)
- ----------------------------------------------------------------------------------------
        The Bon Marche                 40     $  873.0          4,892            $178
- ----------------------------------------------------------------------------------------
            Burdines                   46     $1,248.5          7,648            $163
- ----------------------------------------------------------------------------------------
             Lazarus                   51     $1,130.3         10,212            $111
- ----------------------------------------------------------------------------------------
        Rich's/Goldsmith's             25     $  999.7          4,991            $200
- ----------------------------------------------------------------------------------------
             Stern's                   22     $  707.4          3,946            $179
- ----------------------------------------------------------------------------------------
           Macy's East                 64     $3,447.7**       17,162            $201
- ----------------------------------------------------------------------------------------
      Macy's West/Bullocks             57     $2,334.8**       11,845            $197
- ----------------------------------------------------------------------------------------
        Macy's Specialty             1221     $  128.4**          420            $395
- ----------------------------------------------------------------------------------------
              MCO                      14     $   83.1**          704            $118
- ----------------------------------------------------------------------------------------
              Total                   491     $8,315.9         75,228
========================================================================================
*    Includes $105.3 million in sales of the company's Bloomingdale's By mall
     subsidiary. Net of this allocation, sales were equal to $269 per square
     foot.

**   Represents sales of divisions acquired pursuant to merger.
========================================================================================
</TABLE>

================================================================================

                                      -32-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     Federated has a C++ rating from Value Line. By fiscal 1996, savings from
the closure of Macy's corporate office (second half of 1995) and other
consolidation benefits may help boost Federated's share net to $2.00 to $2.10.
Value Line's earning projections to 1998-2000 is that excess cash flow will
enable Federated to reduce its long term debt by about $1 billion between fiscal
1996 and the end of the decade, and the operating margin will gradually widen
following a market improvement in fiscal 1996.

     Federated's historical and projected sales are as follows:

                       ================================
                         1996 *               $15,100
                       --------------------------------
                         1995 *               $14,200
                       --------------------------------
                         1994                 $ 8,316
                       --------------------------------
                         1993                 $ 7,229
                       --------------------------------
                         1992                 $ 7,080
                       ================================
                        * Value Line estimated sales
                       ================================

     Federated's management believes the department store business will continue
     to consolidate and accordingly, intends to consider the possible
     acquisition of department store assets and companies from time-to-time.
     Future acquisitions, if any, are expected to be financed through a
     combination of cash on hand and from operations and possible long term debt
     or other securities issuance. The company's budgeted capital expenditures
     are approximately $2,800 million for 1995 to 1998, with approximately 68
     percent budgeted for existing stores, 21 percent budgeted for new stores
     and 11 percent for technology.

Trade Area Definition

     Shannon Southpark Mall is well-located along I-85 with peripheral access
via the Georgia Highway/Route 138. This location makes it one of the more
accessible retail locations within the area, and well-positioned to service the
southwestern quadrant of the Atlanta MSA. The advantage of interstate proximity
has the effect of expanding the mall's trade area by virtue of reducing travel
time for residents in more distant locations. As such, the percentage of in-flow
sales tends to be greater for more dominant properties.

     As discussed in the previous section, the location and accessibility of
competing centers also has direct bearing on the formation and make-up of a
mall's trade area. Its location in southern Fulton County both maximizes its
position in servicing the southwestern quadrant of the Atlanta MSA, as well as
inhibits its ability to draw customers from the north and east. Without anchors
or mall shop tenants unique to the Atlanta MSA, shoppers who reside nearer to
one the several regional malls located north and east of the subject have no
incentive to travel to Shannon Southpark. Further, according to the shopper's
survey, shoppers will routinely bypass Shannon Southpark to patronize malls
which provide a more unique, upscale tenant profile. For those shoppers
traveling from the southwest who are satisfied with a more traditional
merchandise mix, there is little incentive to bypass Shannon Southpark.
Additionally, the subject should benefit from the significant growth projected
for the southwestern-most quadrant of its effective trade area. We note that
shopping alternatives southwest of the subject are marginal, allowing the
subject to virtually dominate the market to the south and

================================================================================

                                      -33-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

southwest. Further to the east and north, expanding outward to a 10 mile ring,
competition is more intense. However, to the south and west, there is literally
no competitive threat.

     We believe that it is also important to note that community centers and
free-standing retailers represent a limited force in the market's competitive
environment. Their primary stores (groceries, discount department stores, and
drugs) are generally different from those which comprise Shannon Southpark.
Certainly there is a place for both in most retail environments, including the
I-85 corridor. Several big box retailers and category killer operations which
have entered the Atlanta area in the office supply, electronics, clothing, book
and entertainment segments have yet to position themselves in close proximity to
Shannon Southpark, with surrounding retail limited to neighborhood-oriented
retailers such as Kroger, Blockbuster and Wal-Mart. Given the strong growth
projected for the southwestern quadrant of the subject's effective trade area,
it is reasonable to anticipate additional retail development could occur in
closer proximity to Shannon Southpark, balancing out the retail infill and
acting as a traffic generator that will increase the area's status as a
destination retail hub.

     To summarize, the foundation of our analysis for delineation of the
subject's trade area may be summarized as follows:

     1.   Its location in southern Fulton County both maximizes its position in
          servicing the southwestern quadrant of the Atlanta MSA, as well as
          inhibits its ability to draw customers from the north and east.

     2.   Given the absence of competitive regional malls south and southwest of
          the subject, Shannon Southpark should benefit noticeably from the
          significant growth projected for this quadrant of its effective trade
          area.

     3.   Highway accessibility including area traffic patterns, geographical
          constraints and nodes of residential development.

     4.   The position and nature of the area retail structure including the
          location of destination retail centers and the strength and
          composition of the retail infill as discussed above.

     5.   The size, anchor tenancy and merchandising composition of the mall
          tenants enhances its total market penetration.

     6.   Area retail infill in distinctly non-competitive with the mall, and is
          comprised of mainly neighborhood-oriented retailers.

     During late 1993/early 1994, Urban Retail Properties, Co. conducted a
survey of mall shoppers which included determining the zip code of their primary
residence. This survey shows that both the primary and effective trade areas of
the mall have the most depth south and west of the mall and minimal depth
directly east of the mall. More specifically, the primary trade area's
boundaries are generally within 5 to 10 miles of the mall to the east and north,
while to the south and west, outlying boundaries of the primary trade area are
as much as 20+/- miles from the subject.

     After reviewing this report in conjunction with our independent analysis of
the trade area, we are in concurrence with its findings. As such, we have
elected to rely on some of the

================================================================================

                                      -34-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

demographic results it has produced. An analysis of key demographic indicators
can then be performed based upon this defined trade area.

Population

     Once the market area has been established, the focus of our analysis
centers on the trade area's population. ENDS provides historical, current and
forecasted population estimates for the total trade area. Patterns of
development density and migration are reflected in the current levels of
population estimates.

     Comparisons have been made between the state of the Atlanta MSA and the
State of Georgia to the Effective Trade Area's components to lend some
perspective to the dynamics of the trade area. The chart on the Facing Page
compares these statistics.

     Between 1990 and 1996, ENDS reports that the population within the primary
trade area increased by 17,978 to 133,557. This 15 percent increase (2.44
percent per annum) has marginally trailed that of the effective trade area
growth rate of 18.6 percent (2.88 percent per annum). Expanding to the total
trade area, the current population increases to 377,265. The current projection
is for a continuation of this trend with additional growth of 2.28 percent and
2.37 percent per annum for the primary and effective trade areas respectively.
We note with interest that population growth to the south and southwest of the
subject, areas in which regional mall competition to the subject is minimal, has
been, and is expected to continue to be, the fastest growing quadrant in the
effective trade area. This is important for the subject since residents living
closer to the mall than other regional malls within the metro area are more
inclined to shop closer to home. On balance, we note that population growth
throughout the trade area has outpaced that of the country, state and most other
metropolitan areas as the perceived higher quality of life has drawn population
to the area.

     Provided on the Following Pages are graphic representations of the current
population distribution and projected population growth. These graphics depict
that the more densely developed areas are found within the closest proximity to
the mall; while significant population growth is projected for the southwestern
quadrant of the subject's trade area.






================================================================================

                                      -35-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                SHANNON SOUTHPARK
                              EFFECTIVE TRADE AREA

                               [GRAPHIC OMITTED]


<PAGE>


                               SHANNON SOUTEEPARK
                              EFFECTIVE TRADE AREA

                               [GRAPHIC OMITTED]



<PAGE>


                                                     Retail Market Analysis
================================================================================

Households

     A household consists of all the people occupying a single housing unit.
While individual members of a household purchase goods and services, these
purchases actually reflect household needs and decisions. Thus, the household is
a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the retail center.

     National trends indicate that the number of households are increasing at a
faster rate than the growth of the population. Several noticeable changes in the
way households are being formed have caused the acceleration in this growth,
specifically:

     o    The population in general is living longer on average. This results in
          an increase of single and two person households.

     o    The divorce rate increased dramatically during the last decade, again
          resulting in an increase in single person households.

     o    Many individuals have postponed marriage, thus also resulting in more
          single person households.

     Between 1990 and 1996, the primary trade area added 8,275 households,
increasing by 19.2 percent to 51,327 units. This growth is equivalent to a
compound annual increase of 2.97 percent. Alternatively, the secondary trade
area added 16,566 households to 87,454 indicating an accelerated 3.56 percent
annual rate of growth. Combined, the effective trade area is currently estimated
to contain 138,781 households.

     Between 1996 and 2001, the primary trade area is expected to grow by 12.7
percent (2.41 percent per annum) to 57,828 households. This rate of growth is
slightly less than that of the secondary area which is expected to grow by 13.9
percent. Overall, the total trade area is expected to grow by 13.5 percent to
157,451 households. The subject must be viewed within the context of its
location in a growing area with opportunities for expansion as seen in nearby
communities.

Trade Area Income

     A significant statistic for retailers is the income potential of a trade
area's population. Income levels, either on a per capita, per family or
household basis, indicate the economic level of the residents of the market area
and form an important component of this total analysis. More directly, average
household income, when combined with the number of households, is a major
determinant of an area's retail sales potential. The trade area income figures
support the profile of a broad-based middle income market. According to ENDS,
average household income within the primary trade area is currently $51,398.


================================================================================

                                      -38-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     Available data shows an identifiable pattern of income levels throughout
the total trade area as shown below along with comparisons to the state and
United States.

                ==============================================
                            Average Household Income
                ==============================================
                            Area           Average HH Income
                ==============================================
                    Primary Trade Area               $51,398
                  Secondary Trade Area               $55,245
                    Effective Trade Area             $53,822
                        Atlanta MSA                 $58,973
                      State of Georgia               $47,776
                       United States                 $49,031
                ==============================================


     These statistics show that the primary trade area has an average household
income of $51,398 which increases to $53,822 with the inclusion of the higher
income areas in the secondary market. The total trade area's average household
income is below that of the MSA, but well above those of the state and
country.

     Provided on the Following Page is a graphic presentation of the household
income distribution throughout the total trade area. As can be seen, the subject
is relatively proximate to all household income ranges within its effective
trade area, with those areas immediately north of the subject less affluent than
those areas located to the south. Generally, the highest concentrations of
wealth (average incomes of $50,000 and higher) are found to the south of the
center, but quite proximate to the mall. We also see that average household
income throughout the total trade area is forecasted to increase at compound
annual rate of 5.74 percent.






================================================================================

                                      -39-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                SHANNON SOUTHPARK
                              EFFECTIVE TRADE AREA

                               [GRAPHIC OMITTED]


<PAGE>


                                                     Retail Market Analysis
================================================================================

Effective Buying Income

     Another measure of the ability of a trade area to support retail business
is the area's effective buying income (EBI). This data is not measured by
specific trade area, but rather by both the metropolitan statistical area (MSA),
as well as on a county basis as reported in Sales and Marketing Management's
Survey of Buying Power. At the end of 1995, Fulton County had an aggregate EBI
of $9.715 billion.

     A comparison can be made to the Atlanta MSA Fulton County.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                      Effective Buying Income
                               1990                                   1995                 Compound Annual Changes
               Total EBI (billions)   Med HHEBI          Total EBI (billions)   Med HHEBI   Total EBI   Med HHEBI
==================================================================================================================
<S>                    <C>             <C>                      <C>             <C>            <C>        <C>  
Atlanta MSA            $41.3           $31,184                  $63.2           $42,410        8.88%       6.34%
- ------------------------------------------------------------------------------------------------------------------
Fulton County          $ 9.7           $24,623                  $14.5           $36,688        8.37%       8.30%
==================================================================================================================
Source: Sales and Marketing Management, Survey of Buying Power
==================================================================================================================
</TABLE>

     The data above shows that the effective buying income for both the Atlanta
MSA and Fulton County have achieved significant levels per annum growth during
the survey period. Since 1990, the total EBI for Fulton County has grown at a
compound annual rate of 8.37 percent while the median EBI has grown by 8.3
percent. Both of these measures have significantly exceeded inflation over this
seven year period.

Retail Sales

     As indicated below, both Fulton County and the Atlanta MSA have achieved
significant per annum increases in Total Retail Sales, while Fulton County has
achieved superior Retail Sales per Household, posting an overall increase of
28.8 percent since 1990, or 5.19 percent per annum.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                     Retail Sales
                               1990                                   1995                 Compound Annual Changes
               Total Retail Sales   Retail Sales     Total Retail Sales   Retail Sales          Total    Retail Sales
                   (millions)      Per Household         (millions)      Per Household   Retail Sales   Per Household
=====================================================================================================================
<S>                <C>                <C>               <C>                 <C>              <C>            <C>  
Atlanta MSA        $23,109.8          $21,837           $32,090.8           $25,572          6.79%          3.21%
- ---------------------------------------------------------------------------------------------------------------------
Fulton county      $5,573.1           $21,054           $ 7,484.0           $27,116          6.071%         5.19%
=====================================================================================================================
Source: Sales and Marketing Management, Survey of Buying Power.
=====================================================================================================================
</TABLE>

Mall Shop Sales

     While retail sales trends within the MSA and region lend insight into the
underlying economic aspects of the market, it is the subject's sales history
that is most germane to our analysis.

     We have been provided with two years of sales history (1994-95) for the
mall. The following chart summarizes the performance of the mall shops over this
period.


================================================================================

                                      -41-

                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                                                     Retail Market Analysis
================================================================================

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                         Management's Year End Sales Summary
- --------------------------------------------------------------------------------------
                            Full Year Projection (000)    Full Year Per Square Foot
                               1995          1994      % Change       1995       1994
======================================================================================
<S>                           <C>           <C>           <C>        <C>       <C>    
General Merchandise           $519,836      $542,377     -4.16%      $157.57   $164.41
Food Specialty              $1,296,766    $1,634,501    -20.66%      $326.23   $411.20
Restaurants                 $2,061,342    $2,133,107     -3.36%      $176.92   $183.08
Food Court                  $3,986,357    $3,978,815      0.19%      $577.57   $576.47
Women's Ready-To-Wear       $6,205,690    $6,413,452     -3.24%      $125.99   $130.21
Men's Ready-To-Wear         $1,515,639    $1,499,311      1.09%      $162.67   $160.92
Unisex Apparel              $3,147,184    $3,768,847    -16.49%      $215.46   $258.02
Other Apparel                 $529,910      $527,947      0.37%      $189.93   $189.23
Family Shoes                $2,460,708    $1,837,869     33.89%      $143.72   $107.34
Women's Shoes               $1,158,176    $1,317,777    -12.11%      $241.79   $275.11
Men's & Boys' Shoes           $301,891      $358,499    -15.79%      $212.30   $252.11
Athletic Shoes              $2,596,915    $2,640,081     -1.64%      $284.84   $289.58
Home Furnishings            $1,561,447    $1,751,763    -10.86%      $114.44   $128.39
Music & Electronics         $3,113,667    $3,803,725    -18.14%      $293.00   $357.93
Hobby & Special Interest    $2,828,659    $2,584,517      9.45%      $166.66   $152.27
Gifts & Specialty           $3,793,152    $4,055,858     -6.48%      $182.58   $195.23
Costume Jewelry               $738,764      $810,324     -8.83%      $214.38   $235.15
Jewelry                     $5,365,215    $4,946,471      8.47%      $875.81   $807.46
Health & Beauty Aids          $337,874      $328,593      2.82%      $262.73   $255.52
Other Retail                $1,218,436    $1,352,746     -9.93%      $167.44   $185.80
Personal Services           $1,782,168    $1,731,163      2.95%      $277.29   $269.36
Recreation & Community        $413,835      $420,665     -1.62%       $79.04    $80.34
                           -----------   -----------     -----       -------   -------
Total                      $46,933,631   $48,438,408     -3.11%      $207.61   $214.27
======================================================================================
</TABLE>

     From the chart we see that total mall shop sales posted an approximately 3
percent decrease on an aggregate basis in 1995 at $46.9 million, or $208 per
square foot. Excluding the food court, the in-line mall specialty shops
generated sales of approximately $196 per square foot. Leading categories
included Jewelry ($875.81 per square foot); Food Specialty ($326.23 per square
foot); Music & Electronics ($293.00 per square foot); and Athletic Shoes
($284.84 per square foot). Notably, significant decreases were posted in two of
the mall's still stronger-performing groups, Food Specialty and Music &
Electronics, as well as in Unisex Apparel and Men's and Boy's Shoes.

     By comparison, the Urban Land Institute's Dollars and Cents of Shopping
Centers (1995) reports national and regional sales averages for regional and
super-regional shopping malls. Nationally, average sales at super-regional
centers is reported at $203.09 per square foot, down 1.4 percent from 1993. For
regional malls, average sales are reported to be $176.16, virtually even from
1993. A comparison of national and regional figures is shown on the following
chart.

================================================================================

                                      -42-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

- --------------------------------------------------------------------------------
                         Regional/Super-Regional Centers
================================================================================
     Area               Average        Median      Lower Decile     Upper Decile
- --------------------------------------------------------------------------------
 United States          $176.16/      $163.54/       $125.88/         $285.40/
                        $203.09       $198.93        $140.46          $305.23
- --------------------------------------------------------------------------------
      East              $204.96/      $183.05/       $126.07/         $323.74/
                        $220.64       $183.81        $130.46          $379.81
- --------------------------------------------------------------------------------
     West               $188.63/      $167.46/       $124.00/         $264.89/
                        $190.51       $187.64        $143.01          $258.68
- --------------------------------------------------------------------------------
     South              $156.27/      $154.18/       $129.63/         $195.24/
                        $210.30       $207.99        $145.75          $293.70
- --------------------------------------------------------------------------------
    Midwest             $178.99/      $179.24/       $125.50/         $290.57/
                        $195.03       $192.42        $148.18          $261.09
================================================================================
 Source: Urban Land Institute Dollars and Cents of Shopping Centers (1995)
- --------------------------------------------------------------------------------

     As a regional mall in the southern part of the country, the subject's 1995
sales performance of $208 per square foot can be compared to its peers as shown
below.

                ----------------------------------------------------------
                                   Average        Subject         Variance
                ----------------------------------------------------------
                 United States       $203           $208            103%
                ----------------------------------------------------------
                     South           $210           $208             99%
                ----------------------------------------------------------

     On a relative basis, the subject is performing consistently to its peer
group on average in terms of sales productivity.

Anchor Store Sales

     All of the anchor stores are owned by their occupants, and therefore none
are required to report sales to mall management. Our efforts to obtain specific
sales included interviewing the mall manager and individual store managers.
Anecdotally, Sears has benefited from a recent $1 million renovation to their
store; it was reported to the mall manager that during 1995, sales increased 14
percent over the previous year. As noted earlier in this report, Sears,
Federated Department Stores (Macy's, Rich's) and Dayton Hudson (Mervyn's),
represent some of the nation's leading department store companies.

     While the specific individual anchor store sales of the subject are not
known, we provide the following department store sales information as provided
by Urban Land Institute, which tracks sales of owned and non-owned department
stores by selected affiliation and region. This information is summarized in the
following chart.

================================================================================

                                      -43-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

- --------------------------------------------------------------------------------
                           Department Store Sales Data
================================================================================
            Category/Region         Average Sales PSF  Top 10% PSF    Top 2% PSF
- -------------------------------------------------------------------------------
         Super-Regional U.S.                                        
          Owned Dept. Stores              $144.99        $247.99        $505.13
             National Chain               $146.89        $271.91        $532.63
       Non-Owned Dept. Stores             $154.34        $243.28        $367.33
             National Chain               $154.34        $243.28        $367.33
             Eastern Region               $152.35          --              --
             Westem Region                $147.26          --              --
          Midwestern Region               $131.12          --              --
             Southern Region              $159.23          --              --
- -------------------------------------------------------------------------------
Average - All Super-Regional Centers      $148.82        $251.62        $443.11
- -------------------------------------------------------------------------------
          Regional Malls U.S.                                       
          Owned Dept. Stores              $149.26        $245.53        $352.79
             National Chain               $149.03        $237.27        $343.94
       Non-Owned Dept. Stores             $162.14        $215.20        $266.01
             National Chain               $163.08        $215.32        $266.09
             Eastern Region               $174.78          --              --
             Westem Region                $165.36          --              --
          Midwestem Region                $151.49          --              --
             Southern Region              $150.39          --              --
- -------------------------------------------------------------------------------
    Average - All Regional Centers        $158.19        $228.33        $307.21
===============================================================================
Source: Urban Land Institute Dollars & Cents of Shopping Centers (1995)
- --------------------------------------------------------------------------------

     Data from ULI shows that the mean sales level for department stores in
super-regional malls varies from $131.12 to $159.23 per square foot with an
overall average of $148.82 per square foot. Stores in the top 10 percent of
their peers average (unweighted) approximately $252 while the top 2 percent
average approximately $443 per square foot.

     Data for department stores in regional malls shows that the mean ranges
from $149.03 to $174.78 per square foot with an overall average of $158.19 per
square foot. The unweighted average for the top 10 percent and 2 percent is
approximately $228 and $307 per square foot, respectively.

Summary

     Within the shopping center industry, a trend toward specialization has
evolved so as to maximize sales per square foot by deliberately meeting customer
preferences rather than being all things to all people. This market segmentation
is implemented through the merchandising of the anchor stores and the tenant mix
of the mall stores. With anchor tenants of Sears, Rich's, Macy's and Mervyn's,
the subject property is clearly positioned toward the broad center of the retail
market. While the mall's anchor alignment is competitive within its market,
smaller store sizes have inhibited these anchors from providing a wider array of
merchandise comparable to other mall locations. While traditional merchandise is
well-represented among mall shop tenants, more unique and/or upscale mall shop
tenants are not. A more diverse mix would bring a balance of retail uses to the
market which included both familiar and first time tenants to the trade area.

================================================================================

                                      -44-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retafl Market Analysis
================================================================================

Conclusion

     We have analyzed the retail trade history and profile of the Atlanta MSA
and Fulton County in order to make reasonable assumptions as to the continued
performance of the subject's trade area.

     A metropolitan and locational overview was presented which highlighted
important points about the study area and demographic and economic data specific
to the trade area was presented. We included a brief discussion of some of the
competitive retail centers in the market area as well as a profile of the anchor
tenants at the mall. The trade area profile discussed encompassed an MSA and
zip code based survey for the subject. Marketing information relating to these
sectors was presented and analyzed in order to determine patterns of change and
growth as it impacts the subject. Given that none of the anchors of Shannon
Southpark Mall are required to report sales, we were unable to provide
extensive mall sales analysis. Anecdotally, the subject's anchors perform at
levels considered average to above average when compared to department store
sales on a national and regional basis. The data is useful in giving
quantitative dimensions of the total trade area, while our comments serve to
provide qualitative insight into this area. The following summarizes our key
conclusions:

     o    The subject enjoys a visible and accessible location within the
          growing Atlanta MSA. This quadrant of Fulton County is expected to
          maintain a growth pattern benefiting from a diverse regional economy
          and general perception that the region has a high quality of life.
          Given the absence of competitive regional malls south and southwest of
          the subject, Shannon Southpark should benefit noticeably from the
          significant growth projected for this quadrant of its effective trade
          area.

     o    Its location in southern Fulton County both maximizes its position in
          servicing the southwestern quadrant of the Atlanta MSA, as well as
          inhibits its ability to draw customers from the north and east. The
          mall is well positioned geographically to benefit from the continued
          growth of this quadrant of Fulton County and its environs. Shannon
          Southpark is clearly the most convenient mall for current and future
          residents in these communities. Conversely, both the Cumberland Mall
          to the north and Southlake Mall to the east benefit from larger anchor
          stores and a more diverse mall shop tenant mix, which has served to
          limit the subject's market penetration into these areas.

     o    The region's affluence as measured by average household income and
          market expenditure potential has expanded substantially over the last
          decade paralleling the population growth.

     o    Within its effective trade area, the subject competes primarily with
          community and traditional strip centers for tenants. It is important
          for ownership to focus on aggressively leasing the vacant space to
          national and regional retailers that are considered upscale and unique
          to the market. The high percentage of national and regional tenants is
          important to the extent that these merchants have the benefit of
          stronger name recognition and are more familiar to shoppers which
          typically results in high sales levels.

================================================================================

                                      -45-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                     Retail Market Analysis
================================================================================

     o    Peripheral retail development around the mall is minimal, with a
          noticable absence of big box and category killer type retailers which
          are found surrounding the majority of malls throughout the metro-area.

     On balance, it is our opinion that with competent management and aggressive
marketing, The Shannon Southpark Mall will continue to be the dominant mall
serving the growing southwestern quadrant of the Atlanta MSA. Our outlook for
the area continues to be positive with moderate to good prospects for
appreciating real estate values.

Marketability and Marketing Period

     In this subsection, we consider the potential market appeal, marketability
and demand for a center like the subject in light of the current real estate
investment market. As discussed elsewhere in this report, the subject involves
an enclosed, super-regional mall containing 276,615+/- square feet of mall shop
GLA anchored by four anchor stores for a combined mall GLA of 770,681+/- square
feet.

     We have considered the potential market demand and investor risk in our
analysis and valuation of the subject property through our selection of
investment parameters, growth rates, and various assumptions employed. In our
analysis, we have attempted to reflect current market conditions and investor
criteria. Most of the shopping center properties which have been offered for
sale at a "reasonable" price, have sold within twelve months exposure to the
open market or less. Properties for which seller expectations of value exceed
the market's perception have required more extended marketing periods and have
generally sold at below the initial asking price, or have been pulled off the
market. A "reasonable" price is defined as that price which offers a sufficient
return to the investor relative to the demand for and the risk associated with
the property. These returns vary widely in the current market depending on the
particular investment, its occupancy level, the surrounding demographics, and
upside or downside of the income stream.

     The subject is characterized as a well-maintained mall which is positioned
to benefit from strong growth within the southwestern quadrant of its effective
trade area. The subject's effective trade area has a current population of
approximately 377,000+/- people and is projected to experience substantial
population and household growth in the foreseeable future. We believe that if
the subject were offered for sale, it would represent an important investment
opportunity for a well positioned center with some upside through lease rollover
and continued efforts to upgrade the tenant mix. Based on the above, it is our
estimate that a market sale of the subject property should be realized within
twelve months exposure on the market.


================================================================================

                                      -46-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>



                               [GRAPHIC OMITTED]





<PAGE>


                            Leasing Plan Leasing Plan
                             Shannon Southpark Mall

                               [GRAPHIC OMITTED]


<PAGE>

<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                 Recent Lease Analysis for 24 Months

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------

        Previous 0 to 12 Months
        -----------------------

<C>    <S>                               <C>          <C>        <C>     <C>      <C>      <C>           <C>        <C>       <C>   
2026   Laxmi Group (Temp.)               1,659    Apr-96     Mar-01      5.00     60@      $3,000.00     $36,000    $21.70    $21.70
                                                                                          
8006   Catherine's (% Rent/Temp.)          984    Feb-96     Jan-97      1.00     12@          $0.00          $0     $0.00     $0.00
                                                                                          
C106   The Herb Shop (Temp.)                80    Mar-96     Dec-96      0.83     10@        $625.00      $7,500    $93.75    $93.75
                                                                                          
C113   Educart (Temp.)                      80    Mar-96     Dec-96      0.75      9@        $625.00      $7,500    $93.75    $93.75
                                                                                          
C114   Down to Earth (Temp.)                80    Mar-96     Dec-96      0.75      9@        $625.00      $7,500    $93.75    $93.75
                                                                                          
1004   Lynn's Hallmark                   3,150    Feb-96     Jan-98      5.00     24@      $3,937.50     $47,250    $15.00    $15.90
                                                                                          
                                                  Feb-98     Jan-01               36@      $4,331.25     $51,975    $16.50
                                                                                          
2018   J. Riggins                        2,213    Feb-96     Jan-01      5.00     60@      $2,213.00     $26,556    $12.00    $12.00
                                                                                          
2019   Dolcis                              987    Feb-96     Jan-06     10.00    120@      $2,056.25     $24,675    $25.00    $25.00
                                                                                          
3004   Zales Jewelers                    1,113    Feb-96     Jan-99     10.00     36@      $4,166.67     $50,000    $44.92    $49.42
                                                                                          
                                                  Feb-99     Jan-03               48@      $4,583.33     $55,000    $49.42
                                                                                          
                                                  Feb-03     Jan-06               36@      $5,000.00     $60,000    $53.91
                                                                                          
5008   General Nutrition                 1,845    Feb-96     Jan-06     10.00    120@      $3,690.00     $44,280    $24.00    $24.00
                                                                                          
5014   Chick-Fil-A                       1,660    Feb-96     Jan-01     10.00     60@      $5,000.00     $60,000    $36.14    $37.75
                                                                                          
                                                  Feb-01     Jan-06               60@      $5,444.42     $65,333    $39.36
                                                                                          
5029   Tokyo Express                       594    Feb-96     Jan-99     10.00     36@      $2,500.00     $30,000    $50.51    $58.92
                                                                                          
                                                  Feb-99     Jan-03               48@      $2,916.67     $35,000    $58.92
</TABLE>


                                                               4/22/96



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                 Recent Lease Analysis for 24 Months

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
                                                 Feb-03      Jan-06              36@       $3,333.33     $40,000    $67.34          

5030    Mandarin Express                  564    Feb-96      Jan-99      10.00   36@       $3,055.00     $36,660    $65.00    $70.00
        
                                                 Feb-99      Jan-03              48@       $3,290.00     $39,480    $70.00
        
                                                 Feb-03      Jan-06              36@       $3,525.00     $42,300    $75.00
        
5035    5-7-9 (% Rent Only/MTM)        1,379     Feb-96      Dec-96       0.92   11@           $0.00          $0     $0.00     $0.00
        
5036    JW                             1,658     Feb-96      Jan-01       5.00   60@       $1,934.33     $23,212    $14.00    $14.00
        
5043    Florsheim Shoes                 1,422    Feb-96      Jan-99      10.00   36@       $2,725.50     $32,706    $23.00    $25.00
        
                                                 Feb-99      Jan-03              48@       $2,962.50     $35,550    $25.00
        
                                                 Feb-03      Jan-06              36@       $3,199.50     $38,394    $27.00
        
5049    Fairburn Banking                   26    Feb-96      Jan-98       2.00   24@         $500.00      $6,000   $230.77   $230.77
        
6003    Friedman's Jewelers             1,218    Feb-96      Jan-01      10.00   60@       $5,416.67     $65,000    $53.37    $57.47
        
                                                 Feb-01      Jan-06              60@       $6,250.00     $75,000    $61.58
        
6007    Radio Shack                     2,330    Feb-96      Jan-01       5.00   60@       $2,718.33     $32,620    $14.00    $14.00
        
8008    Sign Shoppe (Temp.)               914    Feb-96      Dec-96       0.83   10@         $699.97      $8,400     $9.19     $9.19
        
C110    Angels & Eleg. (Temp.)             80    Feb-96      Aug-96       0.50    6@         $625.00      $7,500    $93.75    $93.75
        
2004    Sam Goody                       2,864    Jan-96      Dec-99       7.08   48@       $4,296.00     $51,552    $18.00    $18.87
        
                                                 Jan-00      Jan-03              37@       $4,773.33     $57,280    $20.00
        
3015    Le Primatif (Temp.)             3,015    Jan-96      Oct-96       0.83   10@         $499.99     $6,000      $1.99     $1.99
</TABLE>
        
                                    4/22/96 2



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                 Recent Lease Analysis for 24 Months

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
5041 Wild Pair (% Rent Only)            1,802    Jan-96      Dec-96       1.00   12@           $0.00          $0     $0.00    $0.00

5046    Peachtree Card (Temp.)            800    Jan-96      Dec-96       1.00   12@       $1,000.00     $12,000    $15.00   $15.00

C104    Bovanti Cosmetics (Temp.)          80    Jan-96      Dec-96       1.00   12@         $625.00      $7,500    $93.75   $93.75

C111    Galarific Designs (Temp.)          80    Jan-96      Dec-96       1.00   12@         $625.00      $7,500    $93.75   $93.75

7002    Gingiss Formal Wear               970    Dec-95      Nov-99       7.00   48@       $2,182.50     $26,190    $27.00   $27.86

                                                 Dec-99      Nov-02              36@       $2,344.17     $28,130    $29.00

5009    Sun News                          600    Nov-95      Sep-96       5.17   11@       $1,500.00     $18,000    $30.00    $35.64

                                                 Oct-96      Sep-98              24@       $1,666.50     $19,998    $33.33

                                                 Oct-98      Dec-00              27@       $2,000.00     $24,000    $40.00

C102 CellularPage(Temp.)                   80    Nov-95      Oct-96       0.92   11@       $1,250.00     $15,000   $187.50   $187.50

1008    Rack Room Shoes                 5,516    Jul-95      Apr-05       9.83  118@       $7,271.93     $87,263    $15.82    $15.82

8014    GA Girl (% Rent/Temp.)          2,416    Jul-95      Dec-96       1.42   17@           $0.00          $0     $0.00     $0.00

8104    Allstate Insurance                540    Aug-95      Aug-97       2.00   24@         $450.00      $5,400    $10.00    $10.00

K101    Healthrider (Kiosk/Temp.)         120    Aug-95      Dec-96       1.33   16@       $1,000.00     $12,000   $100.00   $100.00

K200    Smarte (% Rent/Temp.)             200    Aug-95      Dec-96       1.33   16@           $0.00          $0     $0.00     $0.00

2009    Cartoon Classics (Temp.)        1,470    Jun-95      Dec-96       1.58   19@       $2,034.73     $24,417    $16.61    $16.61

7010    Jeans Inc.                      1,659    Jul-95      Jun-98       3.00   36@       $2,073.75     $24,885    $15.00    $15.00

K111    Dippin' Dots (Kiosk/Temp.)         64    Jul-95      Dec-96       1.42   17@       $1,622.99     $19,476   $304.31   $304.31
</TABLE>

                                    4/22/96 3



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                 Recent Lease Analysis for 24 Months

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
4003    Natasha's (Temp.)               2,312    Jun-95      Dec-96       1.58   19@       $2,150.16     $25,802    $11.16    $11.16

K106    BellSouth (Kiosk/Temp.)           120    Jun-95      Dec-96       1.50   18@       $1,500.00     $18,000   $150.00   $150.00

6004    Fitness (Temp.)                 1,460    Apr-95      Dec-96       1.75   21@       $2,159.58     $25,915    $17.75    $17.75

C108    ACOG (% Rent/Temp.)                80    May-95      Dec-96       1.67   20@           $0.00          $0     $0.00     $0.00

C109    ACOG (% Rent~[Temp.)               80    May-95      Dec-96       1.67   20@           $0.00          $0     $0.00     $0.00


        Previous 13 to 24 Months

4010    Wolf Camera                     1,619    Mar-95      Mar-98      10.08   37@       $4,166.23     $49,995    $30.88    $33.94

                                                 Apr-98      Mar-02              48@       $4,583.12     $54,997    $33.97

                                                 Apr-02      Mar-05              36@       $5,000.01     $60,000    $37.06

5003    Champs Sports                   9,115    Mar-95      Oct-99       9.92   56@       $9,115.00    $109,380    $12.00    $13.06

                                                 Nov-99      Jan-05              63@      $10,634.17    $127,610    $14.00

5032    Wendy's                           594    Nov-94      Oct-97      10.00   36@       $2,500.25     $30,003    $50.51    $54.71

                                                 Nov-97      Oct-01              48@       $2,708.15     $32,498    $54.71

                                                 Nov-01      Oct-04              36@       $2,916.54     $34,998    $58.92

5047    It's About Time                   826    Nov-94      Oct-96       3.00   24@       $2,065.00     $24,780    $30.00    $30.67

                                                 Nov-96      Oct-97              12@       $2,202.67     $26,432    $32.00

5006    Leather Shop (Temp.)            1,330    Aug-94      Dec-96       2.33   28@         $599.61      $7,195     $5.41     $5.41
</TABLE>


                                    4/22/96 4


<PAGE>

<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                 Recent Lease Analysis for 24 Months

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   

5042    Kay Jewelers                      900    Sep-94      Jan-04       9.42  113        $4,373.25     $52,479    $58.31    $58.31
</TABLE>



         Total Area                    64,748

================================================================================

                                    4/22/96 


<PAGE>


                        Portion of Shannon Southpark Mall
                           Georgia Highway 138 @ I-85
                       Union City, Fulton County, Georgia

                          Recent Lease Analysis Summary

================================================================================
   Previous 0 to 12 Months
   Total Area                                                 50,364 SF

   Number of Tenants                                              43

   Average Tenant Size                                         1,171 SF

   Total Minimum Rent                                       $973,135

   Average Minimum Rental Rate                                $19.32


   Previous 13 to 24 Months

   Total Area                                                 14,384 SF

   Number of Tenants                                               6

   Average Tenant Size                                         2,397 SF

   Total Minimum Rental Rate                                $291,492

   Average Minimum Rental Rate                                $20.27


   Previous 25 to 36 Months

   Total Area                                                      0 SF

   Number of Tenants                                               0

   Average Tenant Size                                             0 SF

   Total Minimum Rental Rate                                      $0

   Average Minimum Rental Rate                                 $0.00

================================================================================

                                  4/22/96


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                        EXHIBIT A - RECENT LEASES AT SHANNON SOUTHPARK MALL
================================================================================






                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


                                 EXHIBIT B - RECENT SALES VOLUME AT SUBJECT
================================================================================






                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>

<TABLE>
                                              SALES COMPARISON BY MERCHANDISE CATEGORY
                                                       SHANNON SOUTHPARK MALL

                                               TOTAL SALES NOT COMPARABLE STORE SALES

                                                                                                     Median From           1995
                                                   1993-1994            1994-1995    1993-1995     Dollars & Cents      Comparable
                               Actual    Actual    Compound    Actual    Percent     Compound    of Shopping Centers   Store Sales
                                1993      1994     Increase     1995     Increase    Increase     1995 Edition (1)    at Subject (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>        <C>        <C>        <C>          <C>             <C>                <C> 
General Merch./Variety          $165      $164      -0.1%       $158      -4.2%        -2.2%            $140               $168
Specialty                       $170      $180       5.7%       $156     -13.4%        -4.3%          $ 88-382             $161
Restaurants                     $186      $183      -1.4%       $177      -3.4%        -2.4%          $229-250             $177
Food                            $414      $447       7.9%       $486       8.6%         8.3%          $180-547             $462
Women's Clothes                 $144      $129      -10.7%      $126      -2.2%        -6.6%          $175-232             $136
Men's/Family Clothing           $248      $273       10.1%      $194     -28.8%       -11.5%          $204-226             $203
Shoes                           $210      $209       -0.8%      $201      -3.8%        -2.3%          $174-322             $219
Home Furnishings                $123      $128        4.4%      $114     -10.9%        -3.5%          $246-407             $120
Electronics/Music               $252      $254        0.6%      $293      15.3%         7.7%          $150-274             $228
Gifts/Books/Etc.                $173      $189        9.2%      $183      -3.6%         2.7%          $180-313             $190
Jewelry                         $469      $567       20.9%      $638      12.4%        16.6%            $525               $666
Personal Service                $243      $269       10.7%      $277       2.9%         6.8%           $93-258             $277
Total Shops (3)                 $215      $213       -0.8%      $208      -2.6%        -1.7%            $163               $216

         1. Based on median sales data for U.S. Regional Malls.
         2. Mature stores only
         3. Includes spaces of less than 40,000 s.f.
====================================================================================================================================
</TABLE>


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                      EXHIBIT C - RENT ROLL
================================================================================








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                 Recent Lease Analysis for 24 Months

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   

1001    Kay-Bee(%RentOnly)              3,969    Sep-80      Jan-97      16.33  196@           $0.00          $0     $0.00     $0.00

1002    Stuarts (% Rent Only)           6,559    Sep-80      Jan-97      16.33  196@           $0.00          $0     $0.00     $0.00

1004    Lynn's Hallmark                 3,150    Feb-96      Jan-98       5.00   24@       $3,937.50     $47,250    $15.00    $15.90

                                                 Feb-98      Jan-01              36@       $4,331.25     $51,975    $16.50

1005    Vacant                          3,211                             0.00    0@           $0.00          $0     $0.00

1006    Afterthoughts (Vacant)          1,048    Oct-86      Oct-96      10.00  120@       $3,493.33     $41,920    $40.00    $40.00

1008    Rack Room Shoes                 5,516    Jul-95      Apr-05       9.83   118       $7,271.93     $87,263    $15.82    $15.82

1009    Vacant (Storage)                  385                             0.00    0@           $0.00          $0     $0.00

1012    Everything's a Dollar           3,299    Oct-87      Jan-98      10.25  123@       $5,498.33     $65,980    $20.00    $20.00

2000    Hair Classics                   1,400    Mar-85      Jan-99      13.92  167@       $2,231.83     $26,782    $19.13    $19.13

2001    Nail Jolie (MTM)                  997    Oct-92      Dec-96       4.25   51@       $1,666.65     $20,000    $20.06    $20.06

2002    Pampered Pets (MTM)             2,736    Mar-93      Dec-96       3.83   46@       $1,824.00     $21,888     $8.00     $8.00

2003    Vacant                          2,356                             0.00    0@           $0.00          $0     $0.00

2004    Sam Goody                       2,864    Jan-96      Dec-99       7.08   48@       $4,296.00     $51,552    $18.00    $18.87

                                                 Jan-00      Jan-03              37@       $4,773.33     $57,280    $20.00

2005    Foot Locker                     2,465    Sep-80      Jan-01      20.42  245@       $2,670.42     $32,045    $13.00    $13.00

2006    Vacant                          4,348                             0.00    0@           $0.00          $0     $0.00

2007    Lane Bryant                     5,377    Jul-84      Jan-97      12.50  150@       $2,773.64     $33,284     $6.19     $6.19
</TABLE>

                                     5/13/96


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
2008    Vacant (Storage)                  538                             0.00    0@           $0.00          $0     $0.00

2009    Cartoon Classics (Temp.)        1,470    Jun-95      Dec-96       1.58   19@       $2,034.73     $24,417    $16.61    $16.61

2010    Vacant                          4,347                             0.00    0@           $0.00          $0     $0.00

2012    Casual Corner                   4,066    Sep-80      Jan-97      16.42  197@       $4,066.00     $48,792    $12.00    $12.00

2013    Vacant                          4,645                             0.00    0@           $0.00          $0     $0.00

2015    Country Peddler (Temp.)         3,028    Aug-93      Dec-96       3.42   41@       $2,001.00     $24,012     $7.93     $7.93

2016    The Limited (% Rent Only)       4,086    Sep-80      Jan-97      16.42  197@           $0.00          $0     $0.00     $0.00

2017    Easy Spirit                     1,260    Feb-93      Jan-98       5.00   60@       $2,520.00     $30,240    $24.00    $24.00

2018    J. Riggins                      2,213    Feb-96      Jan-01       5.00   60@       $2,213.00     $26,556    $12.00    $12.00

2019    Dolcis                            987    Feb-96      Jan-06      10.00  120@       $2,056.25     $24,675    $25.00    $25.00

2021    Bailey, Banks & Biddle          2,053    Sep-80      Jan-97      16.42  197@       $6,249.67     $74,996    $36.53    $36.53

2022    Vacant                            600                             0.00    0@           $0.00          $0     $0.00

2023    Vacant                          1,000                             0.00    0@           $0.00          $0     $0.00

2024    Dental Care                     1,258    Feb-92      Jan-97       5.00   60@       $1,572.50     $18,870    $15.00    $15.00

2025    Family Bookstore                1,962    Oct-88      Sep-96       8.00   96@       $4,251.00     $51,012    $26.00    $26.00

2026    Laxmi Group (Temp.)             1,659    Apr-96      Dec-96       0.67    8@       $3,000.00     $36,000    $21.70    $21.70

2027    Morrison's                     11,651    Sep-80      Jan-01      20.42  245@       $7,281.88     $87,383     $7.50     $7.50

3000    Bank ATM (Temp.)                  100    Dec-93      Dec-96       3.08   37@         $150.00      $1,800    $18.00    $18.00
</TABLE>

                                    6/11/96                                    2


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
3001    Vacant                          1,848                             0.00    0@           $0.00         $0      $0.00

3003    Things Remembered               1,122    Mar-89      Mar-99      10.00  120@       $2,805.00     $33,660    $30.00    $30.00

3004    Zales Jewelers                  1,113    Feb-96      Jan-99      10.00   36@       $4,166.67     $50,000    $44.92    $49.42

                                                 Feb-99      Jan-03              48@       $4,583.33     $55,000    $49.42

                                                 Feb-03      Jan-06              36@       $5,000.00     $60,000    $53.91

3005 Trade Secret                       1,286    Oct-92      Sep-99       7.00   84@       $2,893.50     $34,722    $27.00    $27.00

3006 The Gap (% Rent Only)              4,561    Sep-80      Jan-97      16.33  196@           $0.00          $0     $0.00     $0.00

3008 Kinney Shoes                       4,275    Feb-84      Jan-98      17.00  168@       $4,185.94     $50,231    $11.75    $11.84

                                                 Feb-98      Jan-01              36@       $4,364.06     $52,369    $12.25

3009 Vacant                             4,450                             0.00    0@           $0.00          $0     $0.00

3010 Susie's Casuals (Vacant)           2,553    Sep-80      Jan-01      20.42  245@       $2,340.25     $28,083    $11.00    $11.00

3012 Lerner New York                    9,328    Jul-92      Jul-96      12.58   49@      $10,882.67    $130,592    $14.00    $16.07

                                                 Aug-96      Jul-00              48@      $12,437.33    $149,248    $16.00

                                                 Aug-00      Jan-05              54@      $13,992.00    $167,904    $18.00

3014 Lady Footlocker                    2,284    Apr-89      Mar-99      10.00  120@       $4,583.23     $54,999    $24.08    $24.08

3015 Le Primatif (Temp.)                3,015    Jan-96      Oct-96       0.83   10@         $499.99      $6,000     $1.99     $1.99

4001 Bombay Company                     4,871    Dec-93      Dec-96      10.08   37@       $7,882.90     $94,595    $19.42    $21.56

                                                 Jan-97      Dec-00              48@       $8,759.68    $105,116    $21.58
</TABLE>


                                    5/13/96 3


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
                                                 Jan-01      Dec-03              36@       $9,636.46    $115,638    $23.74

4003    Natasha's (Temp.)               2,312    Jun-95      Dec-96       1.58   19@       $2,150.16     $25,802    $11.16    $11.16

4004    Express                         6,984    Nov-92      Nov-96      12.25   49@       $8,148.00     $97,776    $14.00    $15.01

                                                 Dec-96      Nov-00              48@       $8,730.00    $104,760    $15.00

                                                 Dec-00      Jan-05              50@       $9,312.00    $111,744    $16.00

4007    Lechter                         3,495    Sep-86      Sep-98      12.00  144@       $4,660.00     $55,920    $16.00    $16.00

4008    Bentley's Luggage               2,565    Jan-94      Mar-97      10.25   39@       $4,275.00     $51,300    $20.00    $21.95

                                                 Apr-97      Mar-01              48@       $4,702.50     $56,430    $22.00

                                                 Apr-01      Mar-04              36@       $5,130.00     $61,560    $24.00

4009    Kids Footlocker                 1,051    Jun-89      Apr-97       7.92   95@       $2,916.53     $34,998    $33.30    $33.30

4010    Wolf Camera                     1,619    Mar-95      Mar-98      10.08   37@       $4,166.23     $49,995    $30.88    $33.94

                                                 Apr-98      Mar-02              48@       $4,583.12     $54,997    $33.97

                                                 Apr-02      Mar-05              36@       $5,000.01     $60,000    $37.06

4011    Vacant                            881                             0.00    0@           $0.00          $0     $0.00

4012    Mitchell's Formal Wear            900    Feb-91      Jan-98       7.00   84@       $2,791.50     $33,498    $37.22    $37.22

4013    Kuppenheimer                    5,445    Dec-89      Dec-99      10.00  120@       $6,665.59     $79,987    $14.69    $14.69

5002    The Hair Cuttery                1,350    Jul-90      Jul-00     10.00   120@       $3,150.00     $37,800    $28.00    $28.00

5003    Champs Sports                   9,115    Mar-95      Oct-99       9.92   56@       $9,115.00    $109,380    $12.00    $13.06
</TABLE>

                                    5/13/96 4



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
                                                 Nov-99      Jan-05              63@      $10,634.17    $127,610    $14.00

5004    Vacant (Storage)                  373                             0.00    0@           $0.00          $0     $0.00

5005    Camelot Music                   3,633    Feb-91      Jan-99       8.00   96@       $4,844.00     $58,128    $16.00    $16.00

5006    Leather Shop (Temp.)            1,330    Aug-94      Dec-96       2.33   28@         $599.61      $7,195     $5.41     $5.41

5007    Babbages                        1,800    Feb-89      Jan-99      10.00  120@       $3,666.00     $43,992    $24.44    $24.44

5008    General Nutrition               1,845    Feb-96      Jan-06      10.00  120@       $3,690.00     $44,280    $24.00    $24.00

5009    Sun News                          600    Nov-95      Sep-96       5.17   11@       $1,500.00     $18,000    $30.00    $35.64

                                                 Oct-96      Sep-98              24@       $1,666.50     $19,998    $33.33

                                                 Oct-98      Dec-00              27@       $2,000.00     $24,000    $40.00

5010    Jewelers of Kisme                 600    Dec-92      Dec-97       5.08   61@       $2,083.50     $25,002    $41.67    $41.67

5012    Great American Co                 809    Jun-90      May-96      10.00   72@       $3,083.64     $37,004    $45.74    $57.11

                                                 Jun-96      May-00              48@       $5,000.29     $60,004    $74.17

5013    A&W Hot Dogs                      527    Nov-90      Oct-00      10.00  120@       $2,083.41     $25,001    $47.44    $47.44

5014    Chick-Fil-A                     1,660    Feb-96      Jan-01      10.00   60@       $5,000.00     $60,000    $36.14    $37.75

                                                 Feb-01      Jan-06              60@       $5,444.42     $65,333    $39.36

5015    Taco Bell                         725    Dec-87      Dec-97      10.08  121@       $2,166.54     $25,999    $35.86    $35.86

5016    Gyro Wrap                         501    May-90      Apr-98       8.00   96@       $1,750.16     $21,002    $41.92   $41.92

5017    Tilt                            5,236    Aug-89      Aug-99      10.08  121@       $9,167.36    $110,008    $21.01   $21.01
</TABLE>


                                     5/13/96



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
5019     Roman Delight Pizza              680    Jun-83      Jul-98      15.17  182@       $2,500.13     $30,002    $44.12    $44.12

5020     Blimpie                          575    Aug-90      Jul-98       8.00   96@       $2,083.42     $25,001    $43.48    $43.48

5021     Rolling Pin (% Rent Only)      2,250    Aug-89      Jul-99      10.00  120@           $0.00          $0     $0.00     $0.00

5028     Vacant                           566                             0.00     0           $0.00          $0     $0.00      

5029     Tokyo Express                    594    Feb-96      Jan-99      10.00   36@       $2,500.00     $30,000    $50.51    $58.92
                                                 Feb-99      Jan-03              48@       $2,916.67     $35,000    $58.92      
                                                 Feb-03      Jan-06              36@       $3,333.33     $40,000    $67.34      

5030    Mandarin Express                  564    Feb-96      Jan-99      10.00   36@       $3,055.00     $36,660    $65.00    $70.00
                                                 Feb-99      Jan-03              48@       $3,290.00     $39,480    $70.00      
                                                 Feb-03      Jan-06              36@       $3,525.00     $42,300    $75.00      
5031    Gorin's Homemade                  482    Oct-92      Jan-03      10.33  124@       $1,983.43     $23,801    $49.38    $49.38

5032    Wendy's                           594    Nov-94      Oct-97      10.00   36@       $2,500.25     $30,003    $50.51    $54.71
                                                 Nov-97      Oct-01              48@       $2,708.15     $32,498    $54.71      
                                                 Nov-01      Oct-04              36@       $2,916.54     $34,998    $58.92      

5033    Barnie's Coffee                 1,321    Oct-88      Dec-96       8.17   98@       $3,334.42     $40,013    $30.29    $30.29

5034    Jewelry Repair                    450    Aug-92      Jul-97       5.00   60@       $1,666.50     $19,998    $44.44    $44.44

5035    5-7-9 (% Rent Only/MTM)         1,379    Feb-96      Dec-96       0.92   11@           $0.00          $0     $0.00     $0.00

5036    JW                              1,658    Feb-96      Jan-01       5.00   60@       $1,934.33     $23,212    $14.00    $14.00
</TABLE>

                                                                          
                                    5/13/96 6

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

================================================================================

<PAGE>




<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
5037    Footaction USA                  2,747    Sep-80      Jan-97      16.42  197@       $2,747.00     $32,964    $12.00    $12.00

5039    County Seat                     3,938    Mar-94      Jan-05      10.92  131@       $5,907.00     $70,884    $18.00    $18.00

5040    Vacant                          2,643                             0.00    0@           $0.00          $0    $0.00

5041    Wild Pair (% Rent Only)         1,802    Jan-96      Dec-96       1.00   12@           $0.00          $0    $0.00      $0.00

5042    Kay Jewelers                      900    Sep-94      Jan-04       9.42  113@       $4,373.25     $52,479    $58.31    $58.31
 
5043    Florsheim Shoes                 1,422    Feb-96      Jan-99      10.00   36@       $2,725.50     $32,706    $23.00    $25.00

                                                 Feb-99      Jan-03              48@       $2,962.50     $35,550    $25.00

                                                 Feb-03      Jan-06              36@       $3,199.50     $38,394    $27.00

5044    Gold Valley                       583    Oct-87      Oct-97      10.08  121@       $1,700.42     $20,405    $35.00    $35.00

5045    Sunglass Company                  421    Nov-87      Nov-97      10.08  121@       $1,749.96     $20,999    $49.88   $49.88

5046    Peachtree Card (Temp.)            800    Jan-96      Dec-96       1.00   12@       $1,000.00     $12,000    $15.00    $15.00

5047    It's About Time                   826    Nov-94      Oct-96       3.00   24@       $2,065.00     $24,780    $30.00    $30.67

                                                 Nov-96      Oct-97              12@       $2,202.67     $26,432    $32.00

5048    Rochell's                         700    Dec-91      Jan-98       6.17   74@       $3,000.08     $36,001    $51.43    $51.43

5049    Fairburn Banking                   26    Feb-96      Jan-98       2.00   24          $500.00     $6,000    $230.77   $230.77

5050    Vacant (Storage)                  864                             0.00   0@            $0.00          $0    $0.00

5052    Vacant (Storage)                  110                             0.00   O@            $0.00          $0    $0.00

6002    Vacant                          6,911                             0.00   0             $0.00          $0    $0.00

                                    5/13/96 7

</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   

6003    Friedman's Jewelers             1,218    Feb-96     Jan-01       10.00   60@       $5,416.67     $65,000    $53.37    $57.47

                                                 Feb-01     Jan-06               60@       $6,250.00     $75,000    $61.58

6004    Fitness (Temp.)                 1,460    Apr-95     Dec-96        1.75   21@       $2,159.58     $25,915    $17.75    $17.75

6006    Social Expression               2,500    Feb-94     Jan-98        4.00   48@         $950.00     $11,400     $4.56     $4.56

6007    Radio Shack                     2,330    Feb-96     Jan-01        5.00   60@       $2,718.33     $32,620    $14.00    $14.00

6008    Pearle Vision                   4,120    Oct-93     Sep-97        7.00   48@       $6,866.67     $82,400    $20~.00   $20.86

                                                 Oct-97     Sep-00               36@       $7,553.33     $90,640    $22.00

6010    Waldenbooks                     3,302    Sep-80     Jan-01       20.42  245@       $7,704.67     $92,456    $28.00    $28.00

6011    Vacant                          2,052                             0.00    0@           $0.00          $0     $0.00

6012    Mall Management                 2,144                             0.00    0@           $0.00          $0     $0.00

7002    Gingiss Formal Wear               970    Dec-95      Nov-99       7.00   0 @       $2,182.50     $26,190    $27.00    $27.86
                                                                                                                                    
                                                 Dec-99      Nov-02             36 @       $2,344.17     $28,130    $29.00          
                                                                                                                                    
7004    Payless Shoes                   2,782    Feb-87      Feb-97      10.08  121@       $4,404.83     $52,858    $19.00    $19.00
                                                                                                                                    
7006    Vacant                          2,553                             0.00    0@           $0.00          $0     $0.00          
                                                                                                                                    
7008    Chain Reaction                    760    Nov-86      Nov-96      10.00  120@       $2,533.33     $30,400    $40.00    $40.00
                                                                                                                                    
7010    Jeans Inc.                      1,659    Jul-95      Jun-98       3.00  36 @       $2,073.75     $24,885    $15.00    $15.00
                                                                                                                                    
7012    Heel Quik                         360    Dec-92      Nov-97       5.00  60 @       $1,200.00     $14,400    $40.00      $40.
                                                                                                                                    
7016    The Avenue                      4,195    May-87      May-99      12.00  144@       $5,593.33     $67,120    $16.00    $16.00
                                                                                                                    
</TABLE>
                                    5/13/96


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   
8002    Vacant                            778                             0.00    0@           $0.00          $0     $0.00     

8004    Vacant                          4,199                             0.00    0@           $0.00          $0     $0.00

8006    Catherine's (% Rent/Temp.)        984    Feb-96      Jan-97       1.00   12@           $0.00          $0     $0.00     $0.00

8008    Sign Shoppe (Temp.)               914    Feb-96      Dec-96       0.83   10@         $699.97      $8,400     $9.19     $9.19

8010    The Finish Line                 3,317    May-87      Apr-97      10.00   20@       $5,804.75     $69,657    $21.00    $21.00

8014    GA Girl (% Rent/Temp.)          2,416    Jul-95      Dec-96       1.42   17@           $0.00          $0     $0.00     $0.00

8102    Claire's Boutique               1,215    Oct-87      Sep-97       9.92  119@       $2,083.73     $25,005    $20.58    $20.58

8104    Allstate Insurance                540    Aug-95      Aug-97       2.00   24@         $450.00      $5,400    $10.00    $10.00

8105    Vacant                          2,516                             0.00                 $0.00          $0     $0.00

C101    Vacant                             80                             0.00                 $0.00          $0     $0.00

C102    Cellular Page (Temp.)              80    Nov-95      Oct-96       0.92   11@       $1,250.00     $15,000   $187.50   $187.50

C103    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

C104    Bovanti Cosmetics (Temp.)          80    Jan-96      Dec-96       1.00   12@         $625.00      $7,500    $93.75    $93.75

C105    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

C106    The Herb Shop (Temp.)              80    Mar-96      Dec-96       0.83   10@         $625.00      $7,500    $93.75    $93.75

C107    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

C108    ACOG (% Rent/Temp.)               80    May-95      Dec-96       1.67    20@           $0.00          $0     $0.00     $0.00

C109    ACOG (% Rent/Temp.)               80    May-95      Dec-96       1.67    20@           $0.00          $0     $0.00     $0.00
</TABLE>

                                    5/13/96 9


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   

C110    Angels & Eleg.(Temp.)              80    Feb-96      Aug-96       0.50    6@         $625.00      $7,500    $93.75    $93.75

C111    Galarific Designs (Temp.)          80    Jan-96      Dec-96       1.00   12@         $625.00      $7,500    $93.75    $93.75

C112    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

C113    Educart (Temp.)                    80    Mar-96      Dec-96       0.75    9@         $625.00      $7,500    $93.75    $93.75

C114    Down to Earth (Temp.)              80    Mar-96      Dec-96       0.75    9@         $625.00      $7,500    $93.75    $93.75

C115    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

C116    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

C117    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

C118    Vacant                             80                             0.00    0@           $0.00          $0     $0.00

K101    Heaftider (Kiosk/Temp.)           120    Aug-95      Dec-96       1.33   16@       $1,000.00     $12,000   $100.00   $100.00

K102    Vacant                            120                             0.00    0@           $0.00          $0     $0.00

K103    Vacant                            120                             0.00    0@           $0.00          $0     $0.00

K104    Vacant                            120                             0.00    0@           $0.00          $0     $0.00

K105    Vacant                            120                             0.00    0@           $0.00          $0     $0.00

K106    BellSouth (Kiosk/Temp.)           120    Jun-95      Dec-96       1.50    18@      $1,500.00     $18,000   $150.00   $150.00

K107    Vacant                            120                             0.00    0@           $0.00          $0     $0.00


K18     Vacant                            120                             0.00    0@           $0.00          $0     $0.00
</TABLE>



<PAGE>


<TABLE>
                                                  Portion of Shannon Southpark Mall
                                                     Georgia Highway 138 @ I-85
                                                 Union City, Fulton County, Georgia

                                                         Rent Roll Analysis

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Lease Term                                                              Average
                                              ------------------------                                              Annual    Annual
                                        Square    Lease       Lease      Term               Monthly    Annual Rent   Rent     Lease
Suite    Tenant                          Feet Commencement Termination   (Yrs)  Months       Rent         Total     Per SF     Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<C>     <S>                               <C>        <C>         <C>     <C>     <C>       <C>           <C>        <C>       <C>   

K110    Vacant                            120                             0.00    0@           $0.00          $0     $0.00 

K111    Dippin'Dots(KioskfTernp.)          64    Jul-95      Dec-96       1.42   17@       $1,622.99     $19,476   $304.31  $304.31

K200    Smarte (% Rent~f)                 200    Aug-95      Dec-96       1.33   16@           $0.00          $0     $0.00    $0.00

</TABLE>

 
        Occupied Area                                 226,805
 
        Vacant Area                                    53,854
                                                    -------------            
        Total Area                                    280,659




<PAGE>


                                                                         5/13/96




<TABLE>
                                               Portion of Shannon Southpark Mall
                                                  Georgia Highway 138 @ 1-85
                                               Union City, Fulton County, Georgia

                                                   Rent Roll Analysis Summary

<CAPTION>
===============================================================================================================================
                                                Total          Percent
===============================================================================================================================

<S>                                          <C>                <C>             <C>                                      <C>
 Total Area

 Gross Leasable Area                         280,579 SF         100.00%         Number of Tenants                          111

 Occupied                                    226,805 SF          80.83%         Average Tenant Size                      2,043
                                             -------             -----

 Vacant                                       53,774 SF          19.17%


 Anchor Space

 Gross Leasable Area                               0 SF         100.00%         Number of Tenants                            0

 Occupied                                          0 SF           0.00%         Average Tenant Size                          0
                                                   -              ----

 Vacant                                            0 SF         100.00%

 Small Shop Area

 Gross Leasable Area                         280,579 SF         100.00%         Number of Tenants                          111

 Occupied                                    226,805 SF          80.83%         Average Tenant Size                      2,043
                                             -------             -----

 Vacant                                       53,774 SF          19.17%

===============================================================================================================================
</TABLE>


                                    4/23/96


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                             EXHIBIT D - EXPIRATION SUMMARY
================================================================================





                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                      SHANNON SOUTHPARK MALL-UNION CITY,GA
                            PROJECT DESIGNATOR: SHN2
                            REVISION: 5/16/96 @ 15:38
                                EXPIRATION REPORT
                        YEARS 1997 TO 2004, ALL TENANTS,
                     INCLUDING OPTIONS, INCLUDING RENEWALS,
                    EXCLUDING BASE LEASES AND PRIOR OPTIONS,
                      BASE RENTS EXCLUDING CPI ADJUSTMENTS,
                           EXCLUDING PERCENTAGE RENTS
                                 5/22/96 @ 15:26


<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
#131-SUITE C110                     INITIAL
AngeLs & Eleg. (Te            80     8/1996    93.75     47.10      140.85    100.00

# 31-SUITE 2025                     INITIAL
Family Bookstore           1,962     9/1996    26.00      9.89       35.89     20.00

# 45-SUITE 3015                     INITIAL
Le Primatif (Temp.         3,015    10/1996     1.99      0.00        1.99     0.00

#123-SUITE C102                     INITIAL
Cellular (Temp.)              80    10/1996   187.50     48.75      236.25    100.00

#109-SUITE 7008                     INITIAL
Chain Reaction               760    11/1996    39.99      8.92       48.92     57.00

# 32-SUITE 2026                     INITIAL
Laxmi (Temp.)              1,659    12/1996    21.70      0.00       21.70     15.00

# 34-SUITE 3000                     INITIAL
ATM (Temp.)                  100    12/1996    18.00      0.00       18.00     15.00

# 11-SUITE 2002                     INITIAL
Pampered Pets (MTM         2,736    12/1996     8.00      9.89       17.89     15.00

# 47-SUITE 4003                     INITIAL
Natasha's (Temp.)          2,312    12/1996    11.16      0.00       11.16     15.00

# 60-SUITE 5006                     INITIAL
Leather (Temp.)            1,330    12/1996     5.41      0.00        5.41     15.00

# 79-SUITE 5033                     INITIAL
Bernie's Coffee            1,321    12/1996    30.29      8.93       39.22     20.00

# 91-SUITE 5046                     INITIAL
P'tree Card (Temp.           800    12/1996    15.00      9.90       24.90     15.00

# 99-SUITE 6004                     INITIAL
Fitness (Temp.)            1,460    12/1996    17.75      0.00       17.75     15.00

# 18-SUITE 2009                     INITIAL
Cartoon (Temp.)            1,470    12/1996    16.61      0.00       16.61     15.00

#116-SUITE 8008                     INITIAL
Sign Shoppe (Temp.           914    12/1996     9.19      0.00        9.19     15.00

# 22-SUITE 2015                     INITIAL
Country (Temp.)            3,028    12/1996     7.93      0.00        7.93     15.00

#125-SUITE C104                     INITIAL
Bovanti (Temp.)               80    12/1996    93.75     47.10      140.85     100.00

#127-SUITE C106                     INITIAL
Herb Shop (Temp.)             80    12/1996    93.75     47.10      140.85     100.00
</TABLE>



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 2


<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
# 10-SUITE 2001                     INITIAL
Nail Jolie (MTM)             997    12/1996    20.06      9.89       29.96     15.00

#132-SUITE C111                     INITIAL
Galarific (Temp.)             80    12/1996    93.75     47.10      140.85    100.00

#134-SUITE C113                     INITIAL
Educart (Temp.)               80    12/1996    93.75     47.10      140.85    100.00

#135-SUITE C114                     INITIAL
Down to Earth (Tem            80    12/1996    93.75     47.10      140.85    100.00

#140-SUITE K101                     INITIAL
Healthrider (Temp.           120    12/1996   100.00     32.50      132.50    100.00

#145-SUITE K106                     INITIAL
BellSouth (Temp.)            120    12/1996   150.00     32.50      182.50    100.00

#150-SUITE K111                     INITIAL
Dippin' Dots (Temp            64    12/1996   304.31     60.94      365.25    250.00

# 20-SUITE 2012                     INITIAL
Casual Corner              4,066     1/1997    12.00      8.36       20.36     15.00

# 27-SUITE 2021                     INITIAL
Bailey, Banks & Bi         2,053     1/1997    36.53      8.36       44.89     57.00

# 30-SUITE 2024                     INITIAL
Dental Care                1,258     1/1997    15.00     10.65       25.65     20.00

# 16-SUITE 2007                     INITIAL
Lane Bryant                5,377     1/1997     6.19      8.36       14.35     13.00

# 83-SUITE 5037                     INITIAL
Footaction USA             2,747     1/1997    12.00      7.90       19.90     15.00

#107-SUITE 7004                     INITIAL
Payless Shoes              2,782     2/1997    19.00      8.85       27.85     15.00

# 51-SUITE 4009                     INITIAL
Kids Footlocker            1,051     4/1997    33.31      8.35       41.65     25.00

#117-SUITE 8010                     INITIAL
The Finish Line            3,317     4/1997    21.00      9.32       30.32     15.00
                         -------             -------   -------     -------   -------
33 FY 97 EXPIRATIONS      47,379               17.11      6.68       23.79     18.77


# 80-SUITE 5034                     INITIAL
Jewelry Repair               450     7/1997    44.45     10.64       55.09     30.00

#120-SUITE 8104                     INITIAL         
Allstate Insurance           540     8/1997    10.00     10.64       20.64     30.00

#119-SUITE 8102                     INITIAL
Claire's Boutique          1,215     9/1997    20.58      9.32       29.91     20.00

# 89-SUITE 5044                     INITIAL
Gold Valley                  583    10/1997    34.99     10.66       45.65     30.00

# 92-SUITE 5047                     INITIAL         
It's About Time              826    10/1997    32.00     10.65       42.65     25.00
</TABLE>



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 3



<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
#111-SUITE 7012                     INITIAL
Heel Quik                    360    11/1997    40.00     10.63       50.63     30.00

# 90-SUITE 5045                     INITIAL
Sunglass Company             421    11/1997    49.88     10.63       60.51     30.00

# 64-SUITE 5010                     INITIAL
Jewelers of Kisme            600    12/1997    41.66     10.64       52.30     57.00

# 68-SUITE 5015                     INITIAL
Taco Bell                    725    12/1997    35.87     28.88       64.75     60.00

#100-SUITE 6006                     INITIAL
Social Expression          2,500     1/1998     4.56      9.30       13.86     15.00

# 24-SUITE 2017                     INITIAL
Easy Spirit                1,260     1/1998    24.00      9.30       33.30     20.00

# 54-SUITE 4012                     INITIAL
Mitchell's Format            900     1/1998    37.23      9.29       46.52     25.00

# 93-SUITE 5048                     INITIAL
Rochelt's                    700     1/1998    51.43      9.29       60.72     57.00

# 94-SUITE 5049                     INITIAL
Fairburn Banking              26     1/1998   230.77      0.00      230.77    100.00

# 69-SUITE 5016                     INITIAL
Gyro Wrap                    501     4/1998    41.92     29.60       71.52     60.00
                        --------             -------   -------     -------   -------
15 FY 98 EXPIRATIONS     11,607                27.72     11.82       39.54     30.24
                        --------             -------   -------     -------  -------

48 CUMULATIVE EXPS        58,986               19.20      7.69       26.89     21.02



#110-SUITE 7010                     INITIAL
Jeans Inc.                 1,659     6/1998    15.00     9.29        24.30     20.00

# 71-SUITE   5019                   INITIAL
Roman Delight Pizz           680     7/1998    44.12     28.92       73.04     60.00

# 72-SUITE 5020                     INITIAL
Blimpie                      575     7/1998    43.47     29.57       73.04     60.00
 
#131-SUITE C110                    RENEWAL 1
Angels & Eleg. (Te            80     8/1998   100.05     50.40      150.45    100.00

# 49-SUITE 4007                     INITIAL
Lechter                    3,495     9/1998    16.00      9.29       25.29     15.00

#123-SUITE C102                    RENEWAL 1
Cellular (Temp.)              80    10/1998   100.05     50.40      150.45    100.00

# 45-SUITE 3015                    RENEWAL 1
Le Primatif (Temp.         3,015    10/1998     0.00     0.00         0.00      0.00

# 91-SUITE 5046                    RENEWAL 1
P'tree Card (Temp.           800    12/1998    15.00      0.00       15.00     15.30

#127-SUITE C106                    RENEWAL 1
Herb Shop (Temp.)             80    12/1998   100.05     48.75      148.80    102.00
</TABLE>



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 4


<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
# 18-SUITE 2009                      RENEWAL 1
Cartoon (Temp.)            1,470    12/1998       16.61      0.00     16.61     15.30

# 10-SUITE 2001                      RENEWAL 1
Nail Jolie (MTM)             997    12/1998       20.06      9.30     29.37     15.30

#116-SUITE 8008                      RENEWAL 1
Sign Shoppe (Temp.           914    12/1998       15.01      0.00     15.01     15.30

# 60-SUITE 5006                      RENEWAL 1
Leather (Temp.)            1,330    12/1998       15.00      0.00     15.00     15.30

# 32-SUITE 2026                      RENEWAL 1
Laxmi (Temp.)              1,659    12/1998       15.00      0.00     15.00     15.30

#132-SUITE C111                      RENEWAL 1
Galarific (Temp.)            80     12/1998      187.05     48.75    235.80    102.00

# 99-SUITE 6004                      RENEWAL 1
Fitness (Temp.)            1,460    12/1998       17.75      0.00     17.75     15.30

#134-SUITE C113                    RENEWAL I
Educart (Temp.)               80    12/1998      125.85     48.75    174.60    102.00

# 11-SUITE 2002                    RENEWAL 1
Pampered Pets (MTM         2,736    12/1998       15.00      9.29     24.29     15.30

#135-SUITE C114                    RENEWAL 1
Down to Earth (Tem            80    12/1998      217.80     48.75    266.55    102.00

# 47-SUITE 4003                    RENEWAL 1
Natasha's (Temp.)          2,312    12/1998       15.80      0.00     15.80     15.30

#140-SUITE K101                    RENEWAL 1
Healthrider (Temp.           120    12/1998      276.60     32.50    309.10    102.00

# 34-SUITE 3000                    RENEWAL 1
ATM (Temp.)                  100    12/1998       15.00      0.00     15.00     15.30

#145-SUITE K106                    RENEWAL 1
BellSouth (Temp.)            120    12/1998      150.00     32.50    182.50    102.00

# 22-SUITE 2015                    RENEWAL 1
Country (Temp.)            3,028    12/1998       15.00      0.00     15.00     15.30

#150-SUITE K111                    RENEWAL 1
Dippin' Dots (Temp            64    12/1998      304.31     60.94    365.25    255.00

#125-SUITE C104                    RENEWAL 1
Bovanti (Temp.)               80    12/1998      100.05     48.75    148.80    102.00

# 9-SUITE 2000                      INITIAL
Hair Classics              1,400     1/1999       19.13      9.67     28.80     20.40

# 59-SUITE 5005                     INITIAL
Camelot Music              3,633     1/1999       16.00      8.95     24.95     15.30

# 61-SUITE 5007                     INITIAL
Babbages                   1,800     1/1999       24.44      9.55     33.99     20.40

# 44-SUITE 3014                     INITIAL
Lady Footlocker            2,284     3/1999       24.08      8.95     33.03     15.30
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


PAGE 5


<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
# 36-SUITE 3003                     INITIAL
Things Remembered          1,122     3/1999    30.00      9.55       39.55     25.50

#112-SUITE 7016                     INITIAL
The Avenue                 4,195     5/1999    16.00      8.95       24.95     15.30
                       ---------              ------   -------     -------   -------
32 FY 99 EXPIRATIONS      41,528               20.01      7.00       27.01     18.40
                       ---------              ------   -------     -------  -------
80 CUMULATIVE EXPS       100,514               19.54      7.40       26.94     19.94


# 70-SUITE 5017                     INITIAL
Tilt                       5,236     8/1999    21.01      9.68       30.69     13.26

# 38-SUITE 3005                     INITIAL
Trade Secret               1,286     9/1999    27.00      9.56       36.56     20.40

# 55-SUITE 4013                     INITIAL
Kuppenheimer               5,445    12/1999    14.69      9.48       24.17     13.53

# 65-SUITE 5012                     INITIAL
Great American Co            809     5/2000    74.17     11.14       85.31     62.42
                       ---------              ------   -------     -------  -------
4 FY100 EXPIRATIONS        12,76               22.29      9.67       31.96     17.20
                       ---------              ------   -------     -------  -------
84 CUMULATIVE EXPS       113,290               19.85      7.66       27.50     19.63


# 56-SUITE 5002                     INITIAL
The Hair Cuttery           1,350     7/2000    28.00      9.45       37.45     20.81

#131-SUITE C110                    RENEWAL 2
Angels & Eleg. (Te            80     8/2000   100.05     50.40      150.45    104.04

#102-SUITE 6008                     INITIAL
Pearle Vision              4,120     9/2000    22.00      9.93       31.93     15.61

# 66-SUITE 5013                     INITIAL
A&W Hot Dogs                 527    10/2000    47.43     31.70       79.13     62.42

#123-SUITE C102                    RENEWAL 2
Cellular (Temp.)              80    10/2000   100.05     50.40      150.45    104.04

# 45-SUITE 3015                    RENEWAL 2
Le Primatif (Temp.         3,015    10/2000     0.00      0.00        0.00      0.00

# 34-SUITE 3000                    RENEWAL 2
ATM (Temp.)                  100    12/2000    15.24      0.00       15.24     15.92

# 63-SUITE 5009                      INITIAL
Sun News                     600    12/2000    40.00      9.46       49.46     31.84

# 91-SUITE 5046                    RENEWAL 2
P'tree Card (Temp.           800    12/2000    15.30      0.00       15.30     15.92

#132-SUITE C111                    RENEWAL 2
Galarific (Temp.)             80    12/2000   187.05     48.75      235.80    106.12

# 10-SUITE 2001                    RENEWAL 2
Nail Jolie (MTM)             997    12/2000    20.06      9.45       29.51     15.92
</TABLE>



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 6

<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
# 18-SUITE 2009                    RENEWAL 2
Cartoon (Temp.)            1,470    12/2000    16.61      0.00       16.61     15.92

#134-SUITE C113                    RENEWAL 2
Educart (Temp.)               80    12/2000   125.85     48.75      174.60    106.12

# 32-SUITE 2026                    RENEWAL 2
Laxmi (Temp.)              1,659    12/2000    15.30      0.00       15.30     15.92

#125-SUITE C104                    RENEWAL 2
Bovanti (Temp.)               80    12/2000   102.00     48.75      150.75    106.12

#135-SUITE C114                    RENEWAL 2
Down to Earth (Tem            80    12/2000   217.80     48.75      266.55    106.12

# 22-SUITE 2015                    RENEWAL 2
Country (Temp.)            3,028    12/2000    15.30      0.00       15.30     15.92

# 47-SUITE 4003                    RENEWAL 2
Natasha's (Temp.)          2,312    12/2000    15.80      0.00       15.80     15.92

#140-SUITE K101                    RENEWAL 2
Healthrider (Temp.           120    12/2000   276.60     32.50      309.10    106.12

#127-SUITE C106                    RENEWAL 2
Herb Shop (Temp.)             80    12/2000   102.00     48.75      150.75    106.12

#116-SUITE 8008                    RENEWAL 2
Sign Shoppe (Temp.           914    12/2000    15.30      0.00       15.30     15.92

#145-SUITE K106                    RENEWAL 2
BellSouth (Temp.)            120    12/2000   150.00     32.50      182.50    106.12

# 99-SUITE 6004                    RENEWAL 2
Fitness (Temp.)            1,460    12/2000    17.75      0.00       17.75     15.92

# 11-SUITE 2002                    RENEWAL 2
Pampered Pets (MTM         2,736    12/2000    15.30      9.44       24.74     15.92

#150-SUITE K111                    RENEWAL 2
Dippin' Dots (Temp            64    12/2000   304.31     60.94      365.25    265.30

# 60-SUITE 5006                    RENEWAL 2
Leather (Temp.)            1,330    12/2000    15.30      0.00       15.30     15.92

# 14-SUITE 2005                     INITIAL
Foot Locker                2,465     1/2001    13.00      9.59       22.59     15.92

#103-SUITE 6010                     INITIAL
Waldenbooks                3,302     1/2001    28.00     10.38       38.38     15.92

# 40-SUITE 3008                     INITIAL
Kinney Shoes               4,275     112001    12.25      9.59       21.84     15.92

# 25-SUITE 2018                     INITIAL
J. Riggins                 2,213     1/2001    12.00      8.77       20.77     15.92

# 82-SUITE   5036                   INITIAL
JW                         1,658     1/2001    14.00      8.76       22.76     21.22

# 33-SUITE   2027                   INITIAL
Morrison's                11,651     1/2001     7.50      9.07       16.57     10.61
</TABLE>



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 7



<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
# 3-SUITE 1004                      INITIAL
Lynn's HaLLmark            3,150     1/2001    16.50     10.09       26.59     15.92

#101-SUITE 6007                     INITIAL
Radio Shack                2,330     1/2001    14.00      8.49       22.49     15.92
                       ---------             -------    ------     -------   -------

34 FY101 EXPIRATIONS      58,326               16.97      7.56       24.53     16.37
                       ---------             -------    ------     -------   -------

118 CUMULATIVE EXPS      171,616               18.87      7.62       26.49     18.52



#131-SUITE C110                    RENEWAL 3
Angels & Eleg. (Te            80     8/2002   104.10     50.40      154.50    108.24

#123-SUITE C102                    RENEWAL 3
CelluLar (Temp.)              80    10/2002   104.10     50.40      154.50    108.24

# 45-SUITE 3015                    RENEWAL 3
Le Primatif (Temp.         3,015    10/2002     0.00      0.00        0.00      0.00

#106-SUITE 7002                     INITIAL
Gingiss Formal Wea           970    11/2002    29.00      9.95       38.94     27.06

# 10-SUITE 2001                    RENEWAL 3
Nail Jolie (MTM)             997    12/2002    20.06      9.95       30.02     16.56

#134-SUITE C113                    RENEWAL 3
Educart (Temp.)               80    12/2002   125.85     48.75      174.60    110.41

#127-SUITE C106                    RENEWAL 3
Herb Shop (Temp.)             80    12/2002   106.05     48.75      154.80    110.41

# 34-SUITE 3000                    RENEWAL 3
ATM (Temp.)                  100   12/2002     15.96      0.00       15.96     16.56

# 32-SUITE 2026                    RENEWAL 3
Laxmi (Temp.)              1,659    12/2002    15.92      0.00       15.92     16.56

#135-SUITE C114                    RENEWAL 3
Down to Earth (Tem            80    12/2002   217.80     48.75      266.55    110.41

# 99-SUITE 6004                    RENEWAL 3
Fitness (Temp.)            1,460    12/2002    17.75      0.00       17.75     16.56

# 47-SUITE 4003                    RENEWAL 3
Natasha's (Temp.)          2,312    12/2002    15.92      0.00       15.92     16.56

# 18-SUITE 2009                    RENEWAL 3
Cartoon (Temp.)            1,470    12/2002    16.61      0.00       16.61     16.56

#140-SUITE K101                    RENEWAL 3
Healthrider (Temp.           120    12/2002   285.70     32.50      318.20    110.41

# 91-SUITE 5046                    RENEWAL 3
P'tree Card (Temp.           800    12/2002    15.92      0.00       15.92     16.56

# 11-SUITE 2002                    RENEWAL 3
Pampered Pets (MTM         2,736    12/2002    15.92      9.96       25.87     16.56

#116-SUITE 8008                    RENEWAL 3
Sign Shoppe (Temp.           914    12/2002    15.91      0.00       15.91     16.56
</TABLE>



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                          PAGE 8


<TABLE>
<CAPTION>
                                     TERM/     BASE                 TOTAL    MARKET
     TENANT            SQUARE FT   END DATE   RENT/SF   RECV/SF    RENT/SF   RENT/SF
- -------------------    ---------   --------   -------   -------    -------   -------
<S>                           <C>    <C>       <C>       <C>        <C>       <C>   
#145-SUITE K106                    RENEWAL 3
BellSouth (Temp.)            120    12/2002   150.00     32.50      182.50    110.41

#125-SUITE C104                    RENEWAL 3
Bovanti (Temp.)               80    12/2002   106.05     48.75      154.80    110.41

#132-SUITE C111                    RENEWAL 3
Galarific (Temp.)             80    12/2002   187.05     48.75      235.80    110.41

# 60-SUITE 5006                    RENEWAL 3
Leather (Temp.)            1,330     12/2002   15.92      0.00       15.92     16.56

#150-SUITE K111                    RENEWAL 3
Dippin' Dots (Temp            64    12/2002   304.31     60.94      365.25    276.02

# 22-SUITE 2015                    RENEWAL 3
Country (Temp.)            3,028     12/2002   15.92      0.00       15.92     16.56

# 77-SUITE 5031                     INITIAL
Gorin's Homemade             482     1/2003    49.37     34.58       83.95     66.24

# 13-SUITE 2004                     INITIAL
Sam Goody                  2,864     1/2003    20.00     10.52       30.52     16.56
                       ---------             -------   -------     -------   -------
25 FY103 EXPIRATIONS      25,001               21.29      5.31       26.61     19.58
                       ---------             -------   -------     -------   -------
143 CUMULATIVE EXPS      196,617               19.18      7.33       26.51     18.66


# 46-SUITE 4001                     INITIAL
Bombay Company             4,871    12/2003    23.74     10.35       34.09     16.89

# 87-SUITE 5042                     INITIAL
Kay Jewelers                 900     1/2004    58.31     11.15       69.45     64.19

# 50-SUITE 4008                     INITIAL
Bentley's Luggage          2,565     3/2004    24.00     11.15       35.15     16.89
                       ---------             -------   -------     -------   -------
 3 FY104 EXPIRATIONS       8,336               27.55     10.68       38.23     22.00
                       ---------             -------   -------     -------   -------
146 CUMULATIVE EXPS      204,953               19.52      7.47       26.99     18.79
</TABLE>

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                     EXHIBIT E - PHOTOGRAPHS OF COMPETITION
================================================================================








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                 PHOTOGRAPHS OF COMPETITION
================================================================================


                               [GRAPHIC OMITTED]





                                 Southlake Mall


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                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                       EXHIBIT F - PROFESSIONAL QUALIFICATIONS OF APPRAISER
================================================================================








                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                      QUALIFICATIONS OF LUTEN L. TEATE, MAI
================================================================================

Real Estate Background:

     Senior Appraiser with Cushman & Wakefield of Georgia, Inc., since Apil,
     1981.

     Three years previous experience as associate appraiser with Couch &
     Associates (firm acquired by Cushman & Wakefield in April, 1981).

     Previously, four years experience as real estate title examiner for several
     local law firms.

Membership and Professional Activities:

     Member, Appraisal Institute (MAI)
     Licensed Real Estate Salesman (Georgia)
     Certified Real Estate Appraiser, Georgia No. CGO01 389
     Stated Certified General Real Estate Appraiser, Tennessee No. CG-1080
     Member of Cushman & Wakefield's Regional Mall Valuation Committee

Clients for Recent Assignments Include:

     Deutsche Bank Realty Advisors
     First National Bank of Boston
     First National Bank of Chicago
     Mitsubishi Motor Sales
     The RREEF Funds
     Allied Systems
     Textron Financial Corporation
     Mellon Bank
     American Real Estate Group
     Swiss Bank
     First Union Bank
     Fogelman Properties
     Citicorp Real Estate, Inc.
     Wachovia Bank
     Metric Realty Services
     MB Caradon/Healey & Baker Real Estate

Scope of Services:

     Most recently engaged in consultation and valuation service involving both
     improved and unimproved properties predominantly in the southeastern United
     States. Also market and feasibility studies. Primary recent experience has
     been in valuation of Class A, CBD, office towers and regional shopping
     malls around the United States.

Education:

     Emory University -- B.A. (Economics)
     Georgia State University -- various post graduate real estate courses.
     Appraisal Institute -- Litigation Valuation Course, Case Studies in
     Valuation, Standards of Professional Practice, Valuation Analysis, Courses
     101 and 201.

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                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       PROPERTY DESCRIPTION
================================================================================

Site Description
Location:                     Northwest quadrant US Highway 138 (Jonesboro Road)
                              and I-85, Union City, Fulton County, Georgia

Shape:                        Irregular (See Site Plan on previous page)

Land Area:                    The portion of the mall site that we are
                              appraising contains about 25.97 acres based on our
                              review of the site plan.

Frontage:                     521+/- feet on Oakley Road 
                              510+/- feet on Londonderry Way

Topography/Terrain:           Gently sloping, as developed.

Street Improvements:          US Highway 138 is a 5-lane surface artery with
                              concrete curbs, controlled intersections and turn
                              lanes.

Soil Conditions:              We did not receive nor review a soil report.
                              However, we assume that the soil's load-bearing
                              capacity is sufficient to support the existing
                              structure. We did not observe any evidence to the
                              contrary during our physical inspection of the
                              property. The tract's drainage appears to be
                              adequate.

Utilities
    Water:                    Union City
    Sewer:                    Union City
    Electricity::             Georgia Power Company
    Gas:                      Atlanta Gas Light Company
    Telephone                 Southern Bell

Access:                       The site has good access with two entry/exit
                              drives located on GA 138. It is only about 1/8
                              mile west of an I- 85 interchange.

Land Use Restrictions:        We were not given a title report to review. We do
                              not know of any easements, encroachments, or
                              restrictions that would adversely affect the
                              site's use. However, we recommend a title search
                              to determine whether any adverse conditions exist.


================================================================================

                                      -49-



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                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
================================================================================

Flood Hazard:                 According to Community Panel No. 130316 005A,
                              National Flood Insurance Rate Map, effective
                              September 28, 1979, the portion of the mall being
                              appraised does not appear to be in a flood zone.
                              We recommend a survey by a qualified engineer to
                              determine the extent of flood plain encroachment
                              on the site, if any.

Wetlands:                     We were not given a Wetlands survey. If subsequent
                              engineering data reveal the presence of regulated
                              wetlands, it could materially affect property
                              value. We recommend a wetlands survey by a
                              competent engineering firm, especially in light of
                              the presence of the flood plain.

Seismic Hazard                The site is not located in an area with a
                              high risk coefficient based on a seismic map
                              prepared by the Applied Technology Council.

Hazardous Substances:         We did not observe any obvious sign of the
                              existence of hazardous substances on the site
                              during our inspection. However, this should not be
                              taken as a guarantee that such hazardous
                              substances do not exist. We recommend a study by a
                              qualified engineer to determine the existence or
                              non-existence of hazardous substances on the site.

Comments:                     Overall, this site is well-suited for the existing
                              improvements, or a wide range of other commercial
                              uses.

Improvements Description

     The improvements, known as Shannon Southpark consists of a 774,700 square
foot, single level, enclosed, regional shopping center. As stated, we are only
appraising a portion of Shannon Southpark. The current status of the portion we
are appraising is as follows:

        ===================================================================
        Tenant Type                           Size (SF)             Percent
        ===================================================================
        Anchor Stores                             0                   N/A
        Shops (Occupied)                       226,805                81%
        Shops (Vacant)                          53,774                19%
                                               -------
        Total                                  280,579
        ===================================================================

     At the time of our inspection, the portion of Shannon Southpark being
appraised was occupied by 111 shop tenants. There were 39 shops/kiosks vacant
and unleased. Vacancy in the portion of the mall being appraised was 19.0
percent at the time of our inspection.


================================================================================
                                      -50-


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                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       Property Description
================================================================================

     The portion of Shannon Southpark not being appraised includes four occupied
anchor stores: Rich's, Mervyn's, Sears and Macy's. All are owned by the
department stores. The above named anchors contain approximately 64.0 percent of
the total GLA of this mall. This is a typical mix for properties of this size
and type in the Southeast.

     Please refer to the leasing plan on a previous page.

     The following construction details are based only on our field inspection
and our discussions with management since architectural plans and specifications
were not available.

General Description

     Year Built,               1980, with the last renovation in 1986.

     Building Area:            280,659 SF (Current GLA being appraised)

Construction Detail:

     Foundation:               Metal reinforced concrete

     Framing:                  Masonry perimeter walls with steel framing

     Floors:                   Poured concrete slab with wire mesh reinforcing

     Exterior Walls:           Stucco or dryvit with ceramic tile accents over
                               block

     Roof Structure:           Deck over open webbed steel joint

     Roof Cover:               Built-up system over insulation

     Windows:                  Tinted storefront glass in metal frames

     Pedestrian Doors:         Tempered glass in metal frames; painted metal
                               doors at loading areas.

Mechanical Detail

     Heating and Cooling:      Multiple package roof-top units

     Plumbing:                 Men's and women's restrooms with four fixtures
                               plus two sinks, each

     Electrical Service:       Adequate, as far as we know, but we are not 
                               qualified to assess the adequacy of mechanical or
                               electrical systems.

     Fire Protection:          Wet sprinklered, fire alarm system with smoke
                               monitors

================================================================================

                                      -51-

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                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                       Property Description
================================================================================

Interior Detail
    Layout:                        Irregular-shaped with central food court.

    Floor Covering:                Paver tile in common areas. Stores have a
                                   variety of floor coverings including carpet,
                                   composition tile and marble.

    Walls:                         Mostly painted wallboard over studs.

    Ceilings:                      Covered ceilings with decorative accent
                                   ceiling system and lay-in acoustical tile.

    Lighting:                      Indirect fluorescent lighting plus recessed
                                   incandescent can spotlights. Several areas,
                                   including the food court, have large clear
                                   glass skylights with supplemental
                                   incandescent lighting.

Site Improvements

    On-Site Parking:               The parking ratio was not provided, but is
                                   assumed to be adequate. We have inspected
                                   this mall on a number of occasions prior to
                                   the date of value and have not noticed a
                                   parking problem.

    Landscaping:                   Attractive exterior landscaping including
                                   trees and shrubbery in planters around the
                                   hall perimeter plus landscaped islands in the
                                   parking areas.

    Condition:                     Overall, the mall appears to be in good
                                   condition.

Comments:                          The quality of the subject improvements is
                                   good. The layout and functional plan are
                                   adequate.

Americans With Disabilities Act    The Americans With Disabilities Act (ADA)
                                   became effective January 26, 1992. We have
                                   not made, nor are we qualified by training to
                                   make, a specific compliance survey and
                                   analysis of this property to determine
                                   whether or not it is in conformity with the
                                   various detailed requirements of the ADA. It
                                   is possible that a compliance survey and a
                                   detailed analysis of the requirements of the
                                   ADA could reveal that the property is not in
                                   compliance with one or more of the
                                   requirements of the Act. If so, this fact
                                   could have a negative effect upon the value
                                   of the property. Since we have not been
                                   provided with the results of a survey, we did
                                   not consider possible non- compliance with
                                   the requirements of ADA in estimating the
                                   value of the property.

================================================================================

                                      -52-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        REAL PROPERTY TAXES AND ASSESSMENTS
================================================================================

     The center is subject to the taxing jurisdiction of both Fulton County and
Union City. The tax appraisal is, however, set by the county. The county
assessors' parcel identification numbers are 18-100-02-005 and 18-100-02-050.

            ===================================================
            Assessors' Market Value                $22,850,400
            Assessment Ratio                                40%
                                                    ----------
            Total Assessment                        $9,140,160
            Combined City and County Tax Rate             $0.0
                                                    ----------
            Total Tax (1994)                          $365,789
            ===================================================

o    The 1995 calendar year is the most recent year for which property tax
     information is available. The tax assessors office provided a breakdown of
     the tax appraisal and 40% assessment. This data is shown in the chart
     above. The 1996 tax values or tax rates have not been set as of this
     writing.

Re-appraisals and Tax Rate

     The tax assessor told us that properties in Fulton County are re-assessed
on a county-wide basis periodically, but about every three years. The tax
appraisal of the subject has been the same since the county-wide re-appraisal in
1994 and the tax appraiser does not expect any near-term re-assessment. The
following shows a recent history of the millage rates set by the county/city
which indicates a declining trend, but this is due to the re-assessment in 1994.



            ========================================================
            Summary of Recent Fulton County/Union City Millage Rates
            ========================================================
            1993                                              $40.52

            1994                                              $40.02

            1995                                              $40.02
            ========================================================



     All counties within the State of Georgia are under a state mandate to
appraise properties for taxation purposes at 100 percent of market value. This
has caused tax assessors in many counties to significantly increase the tax
appraisal over the past few years for properties that are on the county's
digest. On the other hand, many counties or municipalities have reduced the
impact of this action by lowering their millage rate. This has been the case in
DeKalb County as evidenced by the declining trend in millage rates over the past
few years. In the final analysis, future increases or decreases in the taxes
applicable to the subject are a function of the overall county budget. If
increases in the budget can be held to an annual growth rate that tracts changes
in the consumer price index, then tax liability should increase at approximately
the same rate. We have estimated that taxes for the subject property will
increase at an average annual rate approximating inflation (3.5 percent per
year) into the foreseeable future.


================================================================================

                                      -53-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                        Real Property Taxes and Assessments
================================================================================

     We assume that the 1996 tax liability will be about 3.5 percent higher than
the 1995, or about $380,000.





================================================================================

                                      -54-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                                     ZONING
================================================================================

     Zoning is set by Union City and the property being appraised is classified
as C-2. This classification allows a variety of retail and commercial uses that
will best accommodate the needs of the traveling public. One of those uses is a
shopping mall.

     We are not experts in the interpretation of complex zoning ordinances, but
the property appears to be a conforming use based on our review of public
information. The determination of compliance is beyond the scope of a real
estate appraisal.

     We know of no deed restrictions, private or public, that further limit the
subject property's use. The research required to determine whether or not such
restrictions exist, however, is beyond the scope of this appraisal assignment.
Deed restrictions are a legal matter and only a title examination by an attorney
or title company can usually uncover such restrictive covenants. Thus, we
recommend a title search to determine if any such restrictions do exist.






================================================================================

                                      -55-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


                                                       HIGHEST AND BEST USE
================================================================================

Highest and Best Use of Site As Though Vacant

     According to the Dictionary of Real Estate Appraisal, Third Edition (1993),
a publication of the Appraisal Institute, the highest and best use of the site
as though vacant is defined as:

     Among all reasonable, alternative uses, the use that yields the highest
     present land value, after payments are made for labor, capital, and
     coordination. The use of a property based on the assumption that the parcel
     of land is vacant or can be made vacant by demolishing any improvements.

     We evaluated the site's highest and best use both as currently improved and
as if vacant.

As If Vacant

     We analyzed the highest and best use of the land, as if vacant, assuming
that the anchor stores' sites, which are not part of this appraisal, are vacant
and available for development. The first test is what is physically possible. As
discussed in the Property Description, the site's size, soil and topography do
not physically limits its use. A 87+/- acre site is large enough to accommodate
almost all urban uses, including office, retail, hotel, residential, or
manufacturing.

     The second test concerns permitted uses. According to our understanding of
the zoning ordinance, noted earlier in this report, the site may be improved
with structures that accommodate a variety of uses, including retail centers,
such as malls or community centers, hotels/motels, offices and free-standing
retail-type facilities, such as car or boat dealerships.

     The third and fourth tests are, respectively, what is feasible and what
will produce the highest net return. In the course of our investigation, we
considered many likely uses to determine the highest and best use. Lodging
facilities are usually constructed near major employment centers, such as large
concentrations of office buildings or large industrial districts. There are no
such major employment centers in the subject neighborhood. We considered office
development, but this is not an established office market area. Furthermore, the
established office submarkets in the Atlanta area, including the Central,
Midtown, Buckhead and other suburban districts have an oversupply of office
space and, in most cases, have effective rental rates which do not justify new
office development. The remaining logical use of the site is retail development.
Nearby land uses are retail and commercial. The site has good visibility and
excellent regional access to the southwest quadrant of the metro area.

     We do believe that retail development represents a highest and best use of
the site. However, the general area does not have dense residential or
commercial development. This factor suggests that a retail project on this site
will have only moderate levels of sales.

As Developed

     The highest and best use of the site, as developed, is continued operation
as a regional mall. As we will show in the Valuation Section, contract rents
from tenants in place contribute significantly to total property value.
Additionally, the improvements are encumbered by leases in place with mall
tenants, that limit the disposition of the buildings over the intermediate to
long-term.

================================================================================


                                      -56-


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                                                                   WAKEFIELD (R)
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                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                          VALUATION PROCESS
================================================================================

     In this analysis, we have used the Sales Comparison Approach and the Income
Approach to develop a market value estimate.

     The Cost Approach is not used because:

     o    Our experience has shown that the market for this type of property is
          primarily concerned with the strength and longevity of the income
          stream produced by the center as leased. The market places little or
          no emphasis on the Cost Approach when analyzing an income property of
          this type and age. This is confirmed by

          o    Our discussions with numerous respondents of our investor survey,

          o    Discussions with Cushman and Wakefield brokers that are actively
               marketing this type of property, and

     o    The difficulty in accurately segregating and measuring obsolescence
          makes the Cost Approach less reliable

     o    We have found that it is difficult to estimate land value of a
          regional mall site. In most areas, their number is limited by unique
          characteristics. They typically are 50+/- acres, have a proximity to
          an expressway interchange, and public utilities. These characteristics
          limit potential sites. Mall sites are often bought well in advance of
          development as unimproved acreage. Utilities and infrastructure are
          then added to the tract. The land sales which we could obtain for this
          assignment are not truly comparable because they lack infrastructure,
          road improvements and in place utilities now in place at the subject.
          These sites are also much smaller. Further, once a mall is built and
          fully leased, it has what amounts to a "locational franchise" which
          adds value. This value enhancement is difficult to measure.

     In the Sales Comparison Approach, we performed the following steps:

     o    Investigated recent sales of similar properties.

     o    Analyzed those sales on the basis of the sales price per square foot
          and the NOI (Net Operating Income) per square foot.

     o    Correlated the various value indications into a point value estimate
          from within the range.

     In developing the Income Approach we:

     o    Studied rents in effect in this and competing centers to estimate
          potential rental income at market levels.

     o    Studied the recent history of operating expenses at this and competing
          properties to estimate an appropriate level of stabilized expenses and
          reserves for replacement. 

     o    Estimated net operating income by subtracting stabilized expenses from
          potential gross income.

================================================================================


                                      -57-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                          Valuation Process
================================================================================

     o    Prepared a discounted cash flow analysis in which net operating income
          and property value at reversion are discounted to an estimate of
          current market value at a market-derived discount rate. Potential
          gross revenues are estimated based on modeling the actual rents and
          recovery provisions in effect through the term of existing leases. As
          existing leases expire, the space is estimated to rent at the then
          current market rental rate with appropriate allowances for downtime.
          Spaces now vacant will be rented at market rates and at the time
          intervals discussed in the Income Approach section of this report.
          From potential gross revenues, we subtract vacancy and operating
          expenses to arrive at an estimate of net operating income over an 11
          year forecast.

================================================================================


                                      -58-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                  SALES COMPARISON APPROACH
================================================================================

Methodology

     In the Sales Comparison Approach, we estimated value by comparing this
property with similar, recently sold properties in the surrounding or competing
area. Inherent in this approach is the principle of substitution, which holds
that when a property is replaceable in the market, its value tends to be set at
the cost of acquiring an equally desirable substitute property, assuming that no
costly delay is encountered in making the substitution.

     By analyzing sales that qualify as arms-length transactions between willing
and knowledgeable buyers and sellers, we can identify value and price trends.
The basic steps of this approach are:

     1.   research recent, relevant property sales and current offerings
          throughout the competitive area;

     2.   select and analyze properties that are similar to the property
          appraised, considering changes in economic conditions that may have
          occurred between the sale date and the date of value, and other
          physical, functional, or locational factors;

     3.   identify sales that include favorable financing and calculate the cash
          equivalent price;

     4.   reduce the sale prices to a common unit of comparison such as price
          per square foot of gross leasable area, effective gross income
          multiplier, and overall capitalization rate;

     5.   make appropriate comparative adjustments to the prices of the
          comparable properties to relate them to the property being appraised;
          and

     6.   interpret the adjusted sales data and draw a logical value conclusion.

     The most widely-used and market-oriented unit of comparison for properties
such as the subject is the sales price per gross leasable square foot. All
comparable sales were analyzed on this basis. We present on the following page a
summary of the improved properties that we compared with the subject property.

================================================================================


                                      -59-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
                                              SECONDARY (2) REGIONAL MALL SALES SUMMARY
                                                                                          Mall                                      
                                                                        Total GLA         Shop                                      
                                        Sale                  Year       Sold GLA       GLA (SF)   Mall Shop     NOI         Mall   
  No.    Name/Location                  Date   Sale Price     Built       (SF)         Ratio (1)   Occupancy    NOI/SF      Sales/SF
====================================================================================================================================
<S>      <C>                           <C>     <C>            <C>       <C>            <C>            <C>     <C>              <C>  
SM94-1   Crossroads Mall                4/94   $51,500,000    1974       1,114,720      378,704       95.0%   $5,300,000       $189 
         Oklahoma City, OK                                                 378,704       100.0%                   $14.00            
                                                                                                                                    
SM94-2   North Shore Square             7/94   $34,150,000    1985         624,000      178,326       94.0%   $3,073,000       $218 
         Slidell, LA                                                       281,755        63.3%                   $10.91            
                                                                                                                                    
SM94-3   Confidential Third            11/94    $4,025,000    1978         232,884       86,760       60.0%     $488,591       $143 
         Tier City, GA                                                     232,884        37.3%                    $2.10            
                                                                                                                                    
SM94-12  Independence Center           12/94   $51,500,000    1974/88      863,986      392,524       84.0%   $3,893,200       $200 
         Independence, Missouri                                            392,524       100.0%                    $9.92            
                                                                                                                                    
SM95-1   Hanover Mall                   1/95   $38,000,000    1971/93      649,130      298,531       90.0%   $3,811,400       $204 
         Hanover, Massachusettes                                            649,130        46.0%                    $5.87           
                                                                                                                                    
SM95-2   Greenbriar Mall                1/95   $84,700,000    1981         774,201      318,595       96.0%   $6,600,000       $250 
         Chesapeak, Virginia                                               594,201        53.6%                   $11.11            
                                                                                                                                    
SM95-3   West Gate Mall                 4/95   $25,289,935    1975         768,000      276,625       78.0%   $2,700,000       $263 
         Spartenburg, South Carolina                                       454,359        60.9%                    $5.94            
                                                                                                                                    
                                                                                                                                    
SM95-4   Westgate Mall                  5/95   $43,000,000    1960/        649,185      253,993       77.9%   $4,096,457       $191 
         San Jose, California                                   89         448,268        56.7%                    $9.14            
                                                                                                                                   
SM95-5   Hot Springs Mall               7/95   $22,775,000    1982         389,914      156,000       83.0%   $2,277,500       $240 
         Hot Springs, Arkansas                                             318,033        49.1%                    $7.16            
                                                                                                                                    
SM95-6   Columbia Mall                  7/95   $27,650,000    1988         351,364      128,024       96.0%   $2,958,500       $165 
         Bloomsberg, Pennsylvania                                          351,364        36.4%                    $8.42            
                                                                                                                                    
SM95-7   River Oaks Center Mall         7/95   $26,200,000    1978         599,299      219,099       87.4%   $2,908,200            
         Decatur, Alabama                                                  492,753        44.5%                    $5.90            
                                                                                                                                    
SM95-8   Colonial Park Mall             7/95   $46,500,000    1960         736,944      242,766       96.0%   $4,417,500       $275 
         Harrisburg, Pennsylvania                                          380,944        63.7%                   $11.60            
                                                                                                                                    
SM95-9   Centre at Salisbury            8/95   $78,000,000    1990         884,825      278,915       89.0%   $7,020,000       $257 
         Salisbury, Maryland                                               744,825        37.4%                    $9.43            
                                                                                                                                    
SM96-1   Grand Telon Mall               4/96   $34,375,000    1984         521,029      172,055       85.0%   $3,435,000       $240 
         Idaho Falls, Idaho                                                521,029        33.0%                    $6.59            
                                                                                                                                    
                                                                                                                                    
              Mean:                            $40,647,495                 646,499      238,792                    $8.63       $218 
                                                                           445,109        63.6%                                    
         Subject                                                                        #DIV/01                  #DIV/01           
====================================================================================================================================

<CAPTION>
====================================================================================================================================
                                                                      Price/SF   Price/SF  Unit Price/                             
                                                                        GLA        Mall    Mall Shop                               
  No.    Name/Location                Going-In   Terminal     IRR    Purchased   Shop GLA  Sales Ratio  Comments                    
====================================================================================================================================
<S>      <C>                            <C>        <C>        <C>     <C>       <C>            <C>    <C>                           
SM94-1   Crossroads Mall                10.3%                         $135.99   $135.99        72.0%  Many leases expire in         
         Oklahoma City, OK                                                                            near term.                    
                                                                                                                                   
SM94-2   North Shore Square              9.0%                         $121.20   $191.50        55.6%  Located in a bedroom          
         Slidell, LA                                                                                  community of New Orleans.     
                                                                                                                                   
SM94-3   Confidential Third             12.1%                 12.0%    $17.28    $46.39        12.1%  Two of the three anchor       
         Tier City, GA                                                                                leases expire in 1999.        
                                                                                                                                    
SM95-12  Independence Center             7.56%                        $131.20   $131.20        65.6%                                
         Independence, Missouri                                                                                                     
                                                                                                                                    
SM95-1   Hanover Mall                   10.03%                         $58.54   $127.29        28.7%                                
         Hanover, Massachusettes                                                                                                    
                                                                                                                                    
SM95-2   Greenbriar Mall                 7.79%     8.00%      11.50%  $142.54   $265.85        57.0%                                
         Chesapeak, Virginia                                                                                                
                                                                                                                                    
SM95-3   West Gate Mall                 10.70%                         $55.66    $91.42        21.2%  Purchased to renovate and     
         Spartenburg, South Carolina                                                                  expand.  OAR reflects property
                                                                                                      is vulnerable to competition. 
                                                                                                                                    
SM95-4   Westgate Mall                   9.53%                         $95.92   $169.30        50.2%  Partial interest sale, price  
         San Jose, California                                                                         and rates are based on 100%   
                                                                                                                                    
SM95-5   Hot Springs Mall               10.00%                         $71.61                  29.8%                                
         Hot Springs, Arkansas                                                                                             
                                                                                                                           
SM95-6   Columbia Mall                  10.70%                         $78.69   $215.98        47.7%                                
         Bloomsberg, Pennsylvania                                                                                                   
                                                                                                                                    
SM95-7   River Oaks Center Mall         11.10%                         $53.17   $119.58                                             
         Decatur, Alabama                                                                                                           
                                                                                                                                    
SM95-8   Colonial Park Mall              9.50%                        $122.07   $191.54        44.4%                                
         Harrisburg, Pennsylvania                                                                                                   
                                                                                                                                    
SM95-9   Centre at Salisbury             9.00%                        $104.72   $279.66        40.7%                                
         Salisbury, Maryland                                                                                                       
                                                                                                                                   
SM96-1   Grand Telon Mall                9.99%     8.0%       12.4%    $65.98   $199.79        27.5%                                
         Idaho Falls, Idaho                                                                                                         
                                                                                                                                    
                                                                                                                                    
              Mean:                      9.80%     8.00%      12.0%    $89.61   $165.11        41.1%                                
                                                                                                                                    
                                                                                                                                    
     Subject    

     ------------------------------------------------------------------------------------------------------------------------------

     1.   Ratio of mall shop area to area purchased.

     2.   Malls that have one or more of the following criteria: shop sales less than $225/sf, shop occupancy less than 85%, or is
          displaced.
     ------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
</TABLE>



<PAGE>

                                                  Sales Comparison Approach
================================================================================

Analysis of Sales Price Per Square Foot

     The Addenda includes a summary of our improved property transactions
database. We have tried to use this database and the findings of our recent
Investor Survey in a "broad brush" Sales Comparison Approach. The comparability,
both physical and economic characteristics, are the most important criteria in
analyzing these sales in relation to the subject property. However, we recognize
that regional shopping malls are distinct entities by virtue of:

     o    age and design,

     o    visibility and accessibility,

     o    market segmentation created by tenant mix,

     o    size and purchasing power of the trade area, and

     o    competency of management.

     Due to the geographic dispersion of these properties, it was not feasible
to inspect each of them. We have attempted to verify each transaction, however,
with a reliable source. Because they are recent, one would expect them to
provide a reasonable indication of current market parameters. To the contrary,
our experience has shown that the negotiation and closing process typically
requires from 3 to 18 months and there have been changes in the market during
this time period. To be comfortable with our understanding of the current market
parameters, we recently conducted an Investor Survey. It is also summarized in
the Addenda.

     We have attempted to make comparisons of the transactions to the subject
primarily along economic lines. We believe this is appropriate because we have
found that investors in multi-tenant income-producing properties place most
emphasis on the strength and longevity of the income stream from a property.

     Our analysis focused on three areas of comparison between the subject and
the comparables:

     (a)  the relationship between the percentage of GLA purchased which is mall
          shop area and the price per square foot paid;

     (b)  the relationship between the NOI per square foot of GLA purchased and
          the price per square foot paid; and

     (c)  the sales volume per square foot of shop GLA and the price per square
          foot paid of GLA purchased.

Marketability

     Our research shows that despite improved retail sales and the general
perception that the department store industry has stabilized, investors continue
to use caution when analyzing malls. Their caution is reflected in such things
as:

================================================================================


                                      -61-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                  Sales Comparison Approach
================================================================================

     o    low to no growth in sales volumes and market rents during the initial
          years of analysis;

     o    higher tenant finish allowance assumption; and

     o    more emphasis on rising cost of occupancy to tenants, due mostly to
          soaring CAM costs. When investors or mall operators see occupancy
          costs over 15 percent of sales (especially on average), concerns for
          the tenants' future are shown.

     We have also found that investors tend to prefer regional malls that offer
stores selling merchandise in a variety of price ranges or "price points". The
broad appeal and success of outlet malls, power centers, warehouse clubs and
"category killers" have shown that today's consumer is more value conscious than
in recent years. For this reason, malls that have stores with low to medium
"price point" merchandise are important to today's investors. These stores can
attract shoppers from most household income categories in the trade area.
Shannon Mall falls into this category.

     This property falls into the category of a Class A- mall, in our opinion.
Its positives and risk factors were listed earlier in the report. All of these
affect its marketability. Our research shows that there are a number of
properties that also fall into this category. They would compete with this
property if it were on the market today and this may impact the price that would
be paid. The chart below lists the most similar properties.

================================================================================
                            Improved Sales Comparison
================================================================================
                                                                       Overall
 Sale                         Rentable   Sale Price   Occupancy at   Comparative
  No     Property Name         Area        Per SF     Time of Sale     Rating
                               (SF)
================================================================================
SM96-1   Grand Teton          521,029      $65.98         85.0%       Inferior
SM95-7   River Ohio Center    492,753      $53.17         87.4%       Inferior
SM95-5   Hot Springs          318,033      $71.61         83.0%       Inferior
SM94-1   Crossroads           378,704     $135.99         95.0%       Superior
Subject                       280,659                    81.0%
================================================================================

o    In all sales, 100 percent leased fee interest was transferred.

o    All sales were completed on an all cash basis.

o    All of the four properties selected were judged to be superior to the
     subject in terms of shop sales per square foot. However, the percentage of
     GLA purchased that is mall shops in these transactions in three of the
     transactions is well below that available for purchase at the subject. For
     this reason, NOI per square foot in these three transactions is well below
     that found at the subject or Comparable SM94-1.

o    All four properties are in second/third tier locations, like the subject.

================================================================================

                                      -62-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                  Sales Comparison Approach
================================================================================

     A degree of subjectivity is involved in these adjustments as insufficient
market data were available to perform a paired sales analysis. However, the
adjustments do illustrate our thought processes in comparing one transaction
with another.

     Based on our analysis of these sales on a price per square foot basis, we
have concluded that the appropriate range is $120 to $130 per square foot of
gross leasable area. This indicates a value range of $33,700,000 to $36,500,000,
based on 280,659 square feet of GLA in the center appraised..

Comparing Properties Based on NOI per Square Foot

     Another market measure compares the NOI per square foot of the property
appraised with the NOI per square foot of the comparison. If the properties are
truly comparable in terms of occupancy, operating expense ratio and stability of
income stream, then this can be an effective method of analysis. It is, in
effect, the same thing as comparing the capitalization rate derived from the
sales to the appropriate capitalization rate for the property appraised.

================================================================================
                Comparing Properties Based on NOI Per Square Foot
================================================================================
                   NOI/SF
                   Subject
                 ----------                  Unadjusted             Adjusted
      Sale No.   Comparable         X         Price/SF              Price/SF

      SM96-1       $13.93                      $65.98               $139.42
                   -----
                   $6.59

      SM95-7       $13.93                      $53.17               $125.49
                   ------
                   $5.90

      SM95-5       $13.93                      $71.61               $139.27
                   ------
                   $7.16

      SM94-1       $13.93                     $135.99               $135.26
                   ------
                   $14.00
================================================================================

================================================================================

                                      -63-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                  Sales Comparison Approach
================================================================================

     Based on our analysis, we have concluded that the range of market value for
subject property is $135 to $140/SF or $37,900,000 to $39,300,000.

Summary and Conclusion

<TABLE>
<CAPTION>
=========================================================================================
                                                                Low              High
=========================================================================================
<S>                                                         <C>              <C>        
Value Indicated on Basis of Price Per Square Foot of NRA    $33,700,000      $36,500,000

Value Indicated Based on Ratio of NOI to Sale Price         $37,900,000      $39,300,000
Derived From Comparison Sales
=========================================================================================
</TABLE>

     This approach produces a broad range of value estimates. Part of the reason
for this phenomenon is that three of the sales selected had expected NOI/SF that
was substantially below that expected for the subject. This yielded unusually
large adjustments in the NOI/SF analysis. Neither analysis method is considered
very strong and the data does not clearly point to a single value estimate.
Therefore, we selected only a range here of about $35,500,000 to $37,500,000.

================================================================================

                                      -64-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            INCOME APPROACH
================================================================================

Methodology

     The Income Approach is a method of converting the anticipated economic
benefits of owning property into a value estimate through capitalization. The
principle of "anticipation" underlies this approach in that investors recognize
the relationship between an asset's income and its value. In order to value the
anticipated economic benefits of a particular property, potential income and
expenses must be estimated, and the most appropriate capitalization method must
be selected.

     The two most common methods of converting net income into value are direct
capitalization and discounted cash flow analysis. In direct capitalization, net
operating income is divided by an overall rate extracted from market sales to
indicate a value. In the discounted cash flow method, anticipated future net
income streams and a reversionary value are discounted to an estimate of net
present value at a chosen yield rate (internal rate of return).

     In our opinion, both the direct capitalization and the discounted cash flow
methods are appropriate here.

Occupancy Status

     On the date of appraisal, this was the occupancy status of the portion of
Shannon Southpark being appraised:

================================================================================
       Tenant Type                         Size (SF)             Percent
================================================================================
       Anchor Stores                           0                   N/A
       Shops (Occupied)                     226,805                81%
       Shops (Vacant)                        53,854                19%
                                            -------
       Total                                280,659
================================================================================

     The center has reached what we believe to be a stabilized occupancy level.
The following chart summarizes the recent historical occupancy of the portion of
Shannon Southpark that is being appraised.

================================================================================

                                      -65-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

================================================================================
                            Recent Occupancy History
                             Shannon Southpark Mail
================================================================================
Source: Urban Retail Properties

                           Total S.F.    %        Shop S.F.      %
               Date        Occupied   Occupied    Occupied    Occupied

              Jan-93       716,864     93.0%       222,798     80.6%

              Dec-93       716,593     93.0%       222,527     80.5%

              Jan-94       711,276     92.3%       217,210     78.5%

              Dec-94       713,058     92.5%       218,992     79.2%

              Mar-95       706,197     91.6%       212,174     76.7%

              Jun-95       710,612     92.2%       216,589     78.3%

              Sep-95       716,668     93.0%       222,645     80.5%

              Dec-95       708,812     92.0%       214,789     77.6%

              Mar-96       692,642     89.9%       198,619     71.8%

              Apr-96       720,828     93.1%       226,805     80.8%
================================================================================

     The current rent roll is in the Addenda. This rent roll is based on data
provided by Urban Retail Properties, the property manager.

Estimating Potential Gross Income

     We have estimated market rental rates by examining recent leases in this
center and by investigating recent rental rates in other southeastern regional
malls. We used size as the primary criteria for establishing market rent for
shop spaces.

Recent Leases in Subject Center

     The recent leases in Shannon Southpark are summarized in the Addenda. The
following chart arranges these leases based on size since this is the main
criteria for our market rent estimates.

================================================================================

                                      -66-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

SHANCHTS.XLSrcnttsm

================================================================================
                        Summary of Recent Leases By Size
                        Portion of Shannon Southpark Mall
================================================================================
                                                                    Average
                                                                     Annual
                                          Square           Term      Lease
Suite            Tenant                    Feet            (Yrs)     Rate
================================================================================
                                   Food Court
 5030      Mandarin Express                 564            10.0     $70.00
 5029      Tokyo Express                    594            10.0     $58.92
 5032      Wendy's                          594            10.0     $54.71
 5014      Chick-Fil-A                    1,660            10.0     $37.75

                                   Kiosk/Cart
 5049      Fairburn Banking                  26             2.0    $230.77
 K111      Dippin' Dots (Temp.)              64             1.4    $304.31
 C106      The Herb Shop (Temp.)             80             0.8     $93.75
 Cl13      Educart (Temp.)                   80             0.8     $93.75
 C114      Down to Earth (Temp.)             80             0.8     $93.75
 C110      Angels & Eleg. (Temp.)            80             0.5     $93.75
 C104      Bovanti Cosmetics (Temp.)         80             1.0     $93.75
 C111      Galarific Designs (Temp.)         80             1.0     $93.75
 C102      Cellular Page (Temp.)             80             0.9    $187.50
 KlOl      Healthrider (Temp.)              120             1.3    $100.00
 K106      BellSouth (Temp.)                120             1.5    $150.00

                                     Jewelry
 5042      Kay Jewelers                     900             9.4     $58.31
 6003      Friedman's Jewelers            1,218            10.0     $57.47
 3004      Zales Jewelers                 1,113            10.0     $49.42

                             Temporary Shop Tenants
 5046      Peachtree Card (Temp.)           800             1.0     $15.00
 8008      Sign Shoppe (Temp.)              914             0.8      $9.19
 5006      Leather Shop (Temp.)           1,330             2.3      $5.41
 6004      Fitness (Temp.)                1,460             1.8     $17.75
 2009      Cartoon Classics (Temp.)       1,470             1.6     $16.61
 2026      Laxmi Group (Temp.)            1,659             5.0     $21.70
 4003      Natasha's (Temp.)              2,312             1.6     $11.16
 3015      Le Primatif (Temp.)            3,015             0.8      $1.99

                                 Shops < 750 SF
 8104      Allstate Insurance               540             2.0     $10.00
 5009      Sun News                         600             5.2     $35.64

                             Shops with 751-1,200 SF
 5047      It's About Time                  826             3.0     $30.67
 7002      Gingiss Formal Wear              970             7.0     $27.86
 2019      Dolcis                           987            10.0     $25.00

                            Shops with 1,201-2,000 SF
 5043      Florsheim Shoes                1,422            10.0     $25.00
 4010      Wolf Camera                    1,619            10.1     $33.94
 5036      JW                             1,658             5.0     $14.00
 7010      Jeans inc.                     1,659             3.0     $15.00
 5008      General Nutrition              1,845            10.0     $24.00

                            Shops with 2,001-3,600 SF
 2018      J. Riggins                     2,213             5.0     $12.00
 6007      Radio Shack                    2,330             5.0     $14.00
 2004      Sam Goody                      2,864             7.1     $18.87
 1004      Lynn's Hallmark                3,150             5.0     $15.90

                              Shops with >5,000 SF
 1008      Rack Room Shoes                5,516             9.8     $15.82
 5003      Champs Sports                  9,115             9.9     $13.06
                                         ======
           Total                         57,807
================================================================================

================================================================================

                                      -67-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

Analysis of Market Comparisons and Estimation of Market Rent For Shannon
Southpark

     It is necessary to estimate current market rent for both the occupied and
vacant spaces at Shannon Southpark. For the occupied spaces, the current market
rent will then be forecast forward and used in the cash flow model when the
existing leases expire. For vacant spaces, it is the basis for future market
rent estimates that are needed when these spaces are forecast to be leased. Our
experience with other malls and conversations with Urban Retail Properties'
leasing agent, show that base rental rates for shop spaces are generally
determined by five factors: tenant type, space size, location, lease term, and
the tenant finish allowance that is provided by the landlord. In malls such as
the subject, size and location seem to be the most important. To aid in our
selections, we reviewed recent leases at both Shannon Southpark and other
southeastern malls and then compared them to the database in Dollars and Cents
of Shopping Centers. Unfortunately, leasing agents at the more directly
competitive centers to Shannon Southpark would not give us details of recent
leases at their properties. This is understandable given the competitive nature
of this market. For comparison purposes, we reviewed the median rates for new
leases at other malls from Dollars and Cents of Shopping Centers. This data is
presented in chart form later in the report.

     Since this mall has reached stabilized shop occupancy, we believe that this
is strong evidence that the actual subject leases are the best comparables to
indicate likely rentals for space at this property. For this reason, we have
placed primary emphasis on the recently negotiated leases at this property, but
we have also considered the comparable data that we have assembled. The previous
page shows the recent leases at Shannon Mall arranged by size. This data is also
presented in the Addenda in a different format. A comparison of the previously
mentioned two charts shows that base rental rates at the subject are within the
range exhibited by the comparables and fall near the lower end of the range.

     The chart of recent leases at Shannon Southpark summarizes details of those
leases that started in the last two years. These leases total about 34,250
square feet or about 14 percent of shop/storage GLA. The recent leases at the
subject have rates (average over the term) that exhibit a broad range of from
about $0.23 to $93.75 per square foot. The differential in rates is because of
the five previously named factors. The low end of the range is for storage
spaces with poor locations on short term leases. The upper end of the range is
for a small kiosk that is well located. These are effective rates and recognizes
free rent and any steps over the lease term.

     The chart above summarizes the recent leases arranged by size and shows a
general pattern of an inverse relationship between suite size and rent. As the
suite size increases, the average unit base rent that is achieved usually
declines. This pattern is typical at other malls that we have recently
appraised. Shorter term leases with temporary tenants tend to not always follow
this pattern. There are other factors that impact the rate such as:

     o    location in the mall

     o    amount of finish allowance or other concession

     o    unit frontage and/or depth

     o    length of lease,

================================================================================

                                      -68-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     o    merchandise category of the tenant, therefore, its potential sales
          volume, and

     o    credit worthiness of the tenant.

     The existing rent roll is broken down by size as follows:

================================================================================
                Breakdown of Existing Rent Roll by Size of space
                      Shannon Southpark Mail as of 4/16/96
                                    Applicable          % of
             Size (SF) Range         GLA (SF)           Total
================================================================================
                 Under 750              2,971            1.1%
                 751-1,200             12,970            4.6%
                1,201-2000             30,788           11.0%
                2,001-3,500            75,098           26.8%
                3,501-5,000            63,703           22.7%
               5,001-10,000            60,471           21.6%
                Over 10,000            11,651            4.2%
                                      -------
                  Subtotal            257,652            91.8%

                   Kiosk               2,950             1.1%
                  Jewelry              9,430             3.4%
                  Storage              2,270             0.8%
                 Food Court            8,277             2.9%
                                     -------
                  Subtotal            22,921             8.2%
                  Total SF           280,579
================================================================================

     Since the tenant mix may not be fixed over time, we have elected to use
size as the primary criteria for selecting market rent estimates. We, however,
recognize that there are some merchandise categories of tenants that usually pay
substantially above or below average rates. For this reason, the rent roll chart
discussed above isolates the spaces occupied by these tenants and we assume that
they will always be occupied by tenants in the same categories. These categories
are:

     o    food court

     o    kiosk

     o    theater

     o    anchors

     o    jewelry

================================================================================

                                      -69-

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     The following chart summarizes the median total rent for tenants in U.S.
regional shopping centers from the database published in the 1995 Edition of
Dollar & Cents of Shopping Centers.

================================================================================
   Median Size (SF)       Median Total Rent/SF         Merchandise Category
- --------------------------------------------------------------------------------
     < 1,000 SF
- --------------------------------------------------------------------------------
         828                     $21.50                   Specialty Food
- --------------------------------------------------------------------------------
         537                     $50.00                        Hosiery
- --------------------------------------------------------------------------------
         832                     $32.20                  Costume Jewelry
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   1,001 -1,500 SF
- --------------------------------------------------------------------------------
        1,207                    $18.34                    Delicatessen
- --------------------------------------------------------------------------------
        1,462                    $19.79                    Health Food
- --------------------------------------------------------------------------------
        1,097                    $35.00                     Bath Shop
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   1,501-2,000 SF
- --------------------------------------------------------------------------------
        1,737                    $35.00                   Uniform Shop
- --------------------------------------------------------------------------------
        1,900                    $21.37                      Furniture
- --------------------------------------------------------------------------------
        1,590                    $25.00                 Computer/Software
- --------------------------------------------------------------------------------
        1,722                    $14.09                        Hobby
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   2,001-2,500 SF
- --------------------------------------------------------------------------------
        2,184                    $20.00                 Athletic Footwear
- --------------------------------------------------------------------------------
        2,385                    $26.41                 China & Glassware
- --------------------------------------------------------------------------------
        2,375                    $15.00                Radio, Video, Stereo
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   2,501-3,000 SF
- --------------------------------------------------------------------------------
        2,838                    $20.00                 Women's Specialty
- --------------------------------------------------------------------------------
        3,000                    $15.05                   Family Shoes
- --------------------------------------------------------------------------------
        2,808                    $18.57                        Arcade
- --------------------------------------------------------------------------------
        2,759                    $20.00                  Records & Tapes
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   3,001-4,000 SF
- --------------------------------------------------------------------------------
        3,996                    $9.67                     Variety Store
- --------------------------------------------------------------------------------
        3,625                    $14.54            Restaurant w/o Liquor Sales
- --------------------------------------------------------------------------------
        3,386                    $20.63                   Unisex/Jeans
- --------------------------------------------------------------------------------
        3,891                    $15.00              Women's Ready to Wear
- --------------------------------------------------------------------------------
        3,443                    $16.00                        Toys
- --------------------------------------------------------------------------------
        3,835                    $$8.50                    Fabric Store
- --------------------------------------------------------------------------------
        3,169                    $17.00                        Books
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   4,001-5,000 SF
- --------------------------------------------------------------------------------
        4,836                    $11.38                   Sporting Goods
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
   5,001 -1 0,000 SF
- --------------------------------------------------------------------------------
        6,410                    $10.22                        Drugs
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
    > 10,000 SF
- --------------------------------------------------------------------------------
        10,857                   $7.33                       Cafeteria
================================================================================

================================================================================


                                      -70-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     The following chart shows the average rental rate for tenants in the four
merchandise categories that are identified above as reported in the 1995 Edition
of Dollars & Cents of Shopping Centers.

================================================================================
             Median Rental Rates of Selected Merchandise Categories
                                Regional Centers
            Source: Dollars & Cents of Shopping Centers-1995 Edition
================================================================================
          Category                                          Average Rate

       Food Court                                             $15-$50
       Jewelry                                                $45.63
       Kiosk                                                 $72-$125
       Theatre                                                 $6.85
       Anchor                                                  $2.61
================================================================================

     We used all of the above in estimating current market rent for the tenant
spaces that exist at this mall today. The following chart summarizes our market
rent estimates by size or merchandise category for the non-anchor tenants.

================================================================================
                          Market Rent Estimate Summary
                              For Non-Anchor Spaces

                                                 Market Rent
                   Size SF) Range                  Estimate

                 Under 750                          $30.00
                 751-1,200                          $25.00
                 1,201-2,000                        $20.00
                 2,001-3,500                        $15.00
                 3,501-5,000                        $15.00
                 5,001-10,000                       $13.00
                 Over 10,000                        $10.00

                 Kiosk @ 80+ sf                    $100.00
                 Kiosk < 80 sf                     $250.00
                 Jewelry                            $57.00
                 Temporary Tenants                  $15.00
                 Storage Spaces                      $6.00
                 Food Court > 1,000 sf              $40.00
                 Food Court < 1,000 sf              $60.00
================================================================================

================================================================================


                                      -71-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

Vacant Space

     Approximately 53,774 square feet of mall shop/storage space is vacant and
available. This is equivalent to about 19.2 percent of existing shop/storage
space. Two spaces totaling about 3,294 of the above is first generation space
that was added as part of the 1987 mall expansion and has never leased. We see
nothing to suggest that this first generation space will lease in the
foreseeable future.

     The previous historical occupancy chart shows that shop/storage space
occupancy has ranged from about 72 to 81.0 percent at selected times since
December, 1992. This, in our opinion, represents stabilized shop occupancy for
this property. For our analysis, we have assumed that the existing vacant spaces
will always be vacant as a global, static vacancy instead of downtime between
leases. We realize that this is not what will actually happen but it yields
approximately the same result about 79.0 percent average shop occupancy.

Temporary Tenants

     Twenty-eight spaces are currently occupied by tenants on short term (month
to month to 2 year) leases. These spaces contain about 25,851 SF which
represents about 9% of existing shop GLA. The data we reviewed and our
discussions with management suggest that this is typical for this property but
we find it to by atypical based on the other southeastern malls that we have
recently appraised, especially those in the Atlanta area. We believe this is a
product of the weak occupancy at this property which has forced management to
consider an above average number of weaker non-national chain affiliated
tenants. We assumed that spaces now occupied by temporary tenants will continue
to be throughout the analysis period.

Near-Term Lease Expirations

     The Pro-Ject+ software shows that during the first two years of the holding
period, leases on about 58,986 square feet of shop space will expire. This
represents about 21.0 percent of total shop GLA. It is reasonable to assume that
some of these tenants may not renew or will renew on only a short-term lease.
Either scenario presents ownership with some degree of risk to the security of
the income stream.

Sales Volumes

     A chart, in the Addenda, shows the recent historical sales volumes produced
by this property. It shows that shop sales have exhibited a declining trend over
the last few years and were about $208/SF in 1995.

Occupancy Cost As a Percent of Sales of In Line Shops

     We have found that tenants usually are keenly aware of their occupancy
costs particularly as they related to projected sales volume. They often back
into a target rental rate based on the projected sales at a particular store.
Occupancy cost includes rent (base as well as percentage rent) and expense
reimbursement charges such as CAM and real estate taxes and HVAC reimbursements.
There are other charges that, arguably, could be considered occupancy costs such
as: tenant promotion, salaries, business taxes, etc. We do not include these in
our analysis because we have found no industry standard including these costs in

================================================================================


                                      -72-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

occupancy costs. Further, ownership usually does not have direct control over
these costs so a tenant can not use them for comparative purposes.

     Our research and experience shows that the typical range for occupancy
generally falls in the 12 percent to 15 percent range. Most tenants will resist
total occupancy costs that exceed 15 percent of sales, however, ratios of
upwards to 20 percent are not uncommon. Obviously this will vary considerably
but, on average, these ratios are realistic. However, in higher end markets
where tenants are able to generate sales above industry averages, tenants can
generally pay rents which fall toward the upper end of the ratio range. This is
because, if the volume of sales is high the profit margin can be lower.

     The Tenant Revenue Report in the Pro-Ject+ software shows that occupancy
cost as a percentage of estimated sales will be within the above range for most
tenants. This gives a comfort level in our estimates of future market rent and
sales volume for the tenants. In instances where it was apparent that current
sales/occupancy cost ratio was well above the acceptable range, we assumed that
the existing tenant would not extend at the expiration of the existing term.

     The following chart summarizes the median total rent as a percentage of
sales for various merchandise categories as shown in Dollars & Cents of Shopping
Centers (1995).

================================================================================
                     Range of Total Changes to Sales-Volume
                  Dollars & Centers of Shopping Centers (1995)
                         U.S. Regional Shopping Centers
================================================================================
                            Median     Median    Median Total     Median Total
Retail Category            Sales/SF   Sales/SF  Charges/As A %   Charges As A %
                                                  Of Sales(1)     of Sales (1)
================================================================================
Clothing and Accessories     $175       $374         10.99          16.62%
Shoes                        $174       $322         9.56%          16.31%
Fast Food                    $228       $547          9.9%          19.4%
Jewelry                      $525       $525         9.53%           9.53%
Radios, Video, Stereo        $274       $274          8.9%           8.9%
- --------------------------------------------------------------------------------
(1)  Includes: base rent, percentage rent and all reimbursable charges.
================================================================================

Known Move-ins/Move-outs

     We were told by Robert Bramblett, the leasing agent, that there are only
three known move-outs that should be considered in our analysis. They are listed
in the cash flow assumptions that are presented later in the report. There were
not known move-ins.

Market Rent Growth Rate

     We assume market rental rates will increase 0 percent in 1996, two percent
in 1997, and three percent per year in 1998 and thereafter. We believe the above
pattern is reasonable based on our knowledge of this property and a review of
the investor survey responses. The survey shows anticipated growth in market
rent that ranges from about 0 to 4.0 percent with an average range of 2.8 to 3.9
percent. Our average market rent growth rate over 10 years falls below the mean
range. We considered the following in arriving at our conclusion:

================================================================================


                                      -73-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

o    Less than 80.0 percent of the shop space is currently occupied and recent
     historical occupancy has been weak.

o    Sales volume of shops has declined in recent years.

     The above suggest that there will be little demand pressure on market rent
for the foreseeable future so we selected slow growth rates.

Percentage Rent

     We have found that most shop leases at Shannon Southpark have overage
clauses. This is typical for regional malls and this market. Percentage clauses
generally range from 3-10% but predominately fall into the 5-6% range. At
Shannon Southpark, recent percentage rent collections have been

          o    1993 @ $317,171

          o    1994 @ $234,766

          o    1995 @ $324,512

     Management forecasts percentage rent for 1996 to be about $199,500. Our
first fiscal year (June, 1996-May, 1997) estimate of percentage rent is
substantially higher at about $489,000. The difference is due to differing
assumptions. Management's forecast does not include a number of tenants that are
now paying percentage rent in lieu of base rent in its analysis. They are in our
future estimates. On the other hand, our estimate of base rent are substantially
less than management's budget for the same reason.

Miscellaneous Income and Other Revenue Sources

     Most malls have a merchant's association/promotion fund that is contributed
to by the merchants. Then the mail owner makes a contribution in cash or
services that is usually equal to about 25% of the aggregate contributions from
the tenants. This is the case at this property. Management tells us that this
fund is operated separately from the mall operation and is neither a profit
center or a liability for the ownership. Historically, the fund has spent what
is collected so it is "neutral" to the operation of the mall. Therefore, we have
left the revenue from the fund out of our analysis and only included the owner's
contribution as an expense. It will be discussed in more detail in a latter
section of this report.

     This property has historically produced a small amount of miscellaneous
income. Based on its history, we assumed about $2,000 was appropriate for 1996.

Recovery of Operating Expenses

     CAM and Real Estate Taxes

     Most tenants at Shannon Southpark pay recovery of CAM (including
insurance), real estate taxes, central plant (HVAC) and tenant utilities. The
calculation of expenses that are subject to reimbursement is a negotiable item
and has changed over time so the structure varies from lease to lease. This is
an older property that has many older leases and has been managed by several
different management companies through the years. Consequently, there

================================================================================


                                      -74-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

are numerous different structures of recovery clauses in existing leases. There
is no way to accurately model the multitude of recovery variations in the
existing leases in the Pro-Ject+ software so we have tried to approximate the
recoveries as closely as possible. We started with the 1995 recovery/square foot
for each tenant and assumed future contributions based on 3.5 percent per year
growth until lease expiration. Urban Retail Properties has a recovery structure
that is typical of the industry and it has tried to use this structure in all
recent leases. However, as stated, recovery provisions are a negotiable item in
lease discussion. Urban Retail Properties' standard structure is assumed to be
used in all future leases. To summarize its provisions for shop tenants:

     o    Pro rata share of real estate taxes less contributions from kiosks.

     o    Pro rata share of CAM plus a 15% administrative fee less contributions
          from anchor and kiosk tenants.

     o    The denominator used by management for calculation of the tenant's pro
          rata share is occupied shop area.

     Most food court tenants also pay reimbursement of food court CAM expenses
based on their pro rata share. The pro rata share is based on food court area as
the denominator. The exceptions to this formula have fixed food court
contributions.

Central Plant (HVAC)

     Electricity used for common spaces is paid by the landlord and billed back
to tenants based pro rata share and other different formulas. We have estimated
aggregate expense and recovery based on historical data for this property.
Recovery of this and tenant utilities is shown in aggregate in our model.

     Utilities

     At Shannon Southpark, electricity for tenant spaces is purchased in bulk
from the power company and reimbursed by tenants based on individual meters.
This method has resulted in a small profit in recent years and management
expects another small profit in 1996. Utilities reimbursements have been fairly
consistent over the last few years but depends on occupancy. Utilities/HVAC
reimbursement were $965,200+/- in 1995 and management expects about $915,000 in
1996. Based on historical trends, we estimated a reimbursement of about $950,000
in 1996.

Vacancy and Collection Loss

     Both the investor and the appraiser are primarily interested in the annual
revenue an income property is likely to produce over a specified period of time,
rather than the income it could produce if it were always 100 percent occupied
and all tenants were paying their rent in full and on time. A normally prudent
practice is to expect some income loss as tenants vacate, fail to pay rent, or
pay their rent late.

================================================================================


                                      -75-



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     In an earlier section, we discussed historical occupancy and the rationale
for the method of reflecting vacancy the we selected. To summarize, we assumed
that all spaces that are currently vacant and non-revenue producing will
continue to be.

     Collection loss is estimated at 1.5 percent of gross rental income. We
believe that this figure is appropriate based on our experience with other
properties, and the tenant mix/historical occupancy at Shannon Southpark.

Operating Expenses

     We estimated the property's annual operating expenses after reviewing its
historical performance and reviewing the operating statements of similar centers
with which we are familiar. We analyzed each item of expense and estimated
amounts a typical informed investor would consider normal. We also examined
industry norms as reported in the Urban Land Institute's publication, Dollars &
Cents of Shopping Centers.

     A three-year operating history for the property, a 1996 budget, and our
operating expense estimate for the property are presented in the table on the
following page.

================================================================================


                                      -76-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>
                                                 Operating Income and Expense Analysis-Shannon Southpark Mall
                                           ======================================================================
                                                     1993                      1994                 1995       
                                           ======================================================================
                                              Total         Per SF     Total         Per SF     Total   Per SF
                                           ======================================================================
<S>               <C>                      <C>              <C>     <C>              <C>     <C>         <C>     
Income
        Base Rent(2)                       $3,809,975       $13.58  $3,850,250       $13.72  $4,073,729  $14.51  
        Percentage Rent                      $317,171        $1.13    $234,766        $0.84    $324,512   $1.16  
        Expense Recoveries:                                                                                      
          Common Area Maint.               $1,506,954        $5.37  $1,434,629        $5.11  $1,381,529   $4.92  
          Food Court CAM                     $104,678        $0.37     $95,808        $0.34     $85,481   $0.30  
          Real Estate Taxes                  $278,190        $0.99    $337,984        $1.20    $318,951   $1.14  
          Tenant Utilities/HVAC              $997,314        $3.55    $929,645        $3.31    $965,225   $3.44  
          Credit Loss                              $0        $0.00          $0                       $0   $0.00
        Other Income                          $16,512        $0.06      $4,954        $0.02      $1,024   $0.00
                                          -----------------------------------------------------------------------
Effective Gross Income                     $7,030,794       $25.05  $6,888,036       $24.54  $7,150,451  $25.48  
                                                                                                         
Recoverable Expenses                                                                                             
        Common Area Maintenance            $1,313,830        $4.68  $1,282,116        $4.57  $1,458,828   $5.20 
        Central Plant (HVAC)                 $199,992        $0.71    $202,358        $0.72    $191,809   $0.68 
        Food Court CAM                        $95,035        $0.34     $98,712        $0.35     $96,219   $0.34 
        Operating (Tenant)(3)                $734,835        $2.62    $694,185        $2.47    $707,809   $2.52 
        Real Estate Taxes                    $384,200        $1.37    $327,883        $1.17    $403,006   $1.44 
        Miscellaneous                          $3,643        $0.01      $2,877        $0.01      $1,920   $0.01 
                                          ----------------------------------------------------------------------
                                  Total    $2,731,535        $9.73  $2,603,131        $9.29  $2,859,591  $10.19 
Non-Recoverable Expenses                                                                                        
        Administrative(4)                    $245,384        $0.87    $244,695        $0.87    $243,677  $0.87  
        Management                           $162,020        $0.58    $164,464        $0.59    $173,838  $0.62  
                                          ----------------------------------------------------------------------
                                  Total      $407,404        $1.45    $409,159        $1.46    $417,515  $1.49   
                                                                                                                 
Total Operating Expenses                   $3,138,939       $11.18  $3,017,290       $10.75  $3,277,106  $11.68  
                                                                                                                 
Net Operating Income                       $3,891,855       $13.87  $3,870,746       $13.79  $3,873,345  $13.80  
                                                                                                            
Operating Expense Ratio                         44.6%                    43.8%                    45.8% 


                                                                                             
<CAPTION>                                                                                               
                                           Operating Income and Expense Analysis-Shannon Southpark Mall 
                                           =============================================================
                                                   Owners Budget              C&W 1996 Estimate    
                                           =============================================================
                                              Total             Per SF      Total          Per SF    
                                           =============================================================
<S>                                         <C>                  <C>      <C>              <C>   
Income
        Base Rent (2)                       $4,187,745           $14.92   $3,700,000       $13.18
        Percentage Rent                       $199,455            $0.71     $521,000        $1.86
        Expense Recoveries:
          Common Area Maint.                $1,383,904            $4.93   $1,550,000        $5.52
          Food Court CAM                       $95,658            $0.34     $100,000        $0.36
          Real Estate Taxes                   $255,683            $0.91     $300,000        $1.07
          Tenant Utilities/HVAC               $914,896            $3.26     $950,000        $3.38
          Credit Loss                               $0            $0.00     ($90,000)      ($0.32)
        Other Income                                $0            $0.00       $3,000        $0.01
                                            -----------------------------------------------------
Effective Gross Income                      $7,037,341           $25.07   $7,034,000       $25.06

Recoverable Expenses
        Common Area Maintenance             $1,437,922            $5.12   $1,510.000        $5.38
        Central Plant (HVAC)                  $196,899            $0.70     $200,000        $0.71
        Food Court CAM                         $98,432            $0.35      $98,000        $0.35
        Operating (Tenant) (3)                $667,222            $2.38     $700,000        $2.49
        Real Estate Taxes                     $344,954            $1.23     $380,000        $1.35
        Miscellaneous                               $0            $0.00       $2,000        $0.01
                                  Total     $2,745,429            $9.78   $2,890,000       $10.30
                                            -----------------------------------------------------
Non-Recoverable Expenses
        Administrative (4)                    $227,989            $0.81     $250,000        $0.89
        Management                            $173,838            $0.62     $145,000        $0.52
                                            -----------------------------------------------------
                                  Total       $401,827            $1.43     $395.000        $1.41

Total Operating Expenses                    $3,147,256           $11.21   $3,285,000       $11.70

Net Operating Income                        $3,890,085           $13.86   $3,749,000       $13.36

Operating Expense Ratio
                                                 44.7%                         46.7%
</TABLE>

- --------------------------------------------------------------------------------
1.$/SF is based on GLA owned of 280,659 sf.
2.Includes income from temporary tenants.
3.Utilities and other charges for tenant spaces that are charged back to
  tenants.
4.Excludes management fee but includes owner's portion of promotion fund dues.
- --------------------------------------------------------------------------------
      
                                      -77-

                                                                       CUSHMAN &
                                                                       WAKEFIELD
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

Recoverable Operating Expenses

     We analyzed each item of expense individually and estimated a level of
expense we believe a typical investor in a property like this would consider
reasonable. We made our estimates on a calendar year basis. The cash flow model,
presented later, is on a fiscal year basis starting in June 1996.

     Common Area Maintenance

     This expense category includes the annual cost of building maintenance
contracts, casual labor and benefits, security, landscaping, cleaning and
janitorial, exterminating, supplies, trash removal, exterior lighting, equipment
rental, and other miscellaneous charges. The previous chart shows historical
performance. In 1995, this cost was approximately $1,458,800 or about $5.20 per
square foot of owned GLA.

     Based on comparable data, the subject's recent history, and the budget, we
estimated CAM expenses of $1,510,000 in 1996 which is about 3.5 percent above
the 1995 cost.

     Central Plant (HVAC)

     This is the cost to supply electricity to the common areas of the mail. In
some malls, this cost is included as part of CAM expense. It is listed
separately here, however. This cost has been about $200,000/year since 1992 and
the budget forecasts a similar expense for 1996. We have assumed a 1996 expense
of $200,000.

     Real Estate Taxes

     We estimated taxes to be incurred in 1996 at $380,000 which we expect to
increase by 3.5 percent per annum over the investment holding period. (For a
more complete discussion of this issue, see the section on Real Estate Taxes and
Assessments.)

     Food Court CAM

     This expense was about $96,200 in 1995 and is budgeted at about $98,400 in
1996. This is equivalent to about $12.76 per SF of food court area which is
reasonable based on our experience with other southeastern malls.

     Based on the historical data, we estimated this expense at about $98,000 in
1996.

     Utilities

     The cost/reimbursement relationship of electricity for tenant spaces was
discussed earlier. This expense has been about $700,000 for the last three years
and management forecasts this cost will decline to about $667,200 in 1996. Based
on the historical data and the budget, we estimate the 1996 expense at about
$700,000.

     Miscellaneous

     This expense covers various tenant reimbursable expenses. This cost has
fluctuated over the last few years. In 1995 it was about $1,920 and management
forecasts $0 for 1996.

================================================================================


                                      -78-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

We reviewed the history of this expense category and estimated about $2,000 for
1996 to be conservative.

Non-Recoverable Operating Expenses

     In every center there are a number of expenses that are not typically
charged to tenants. The total annual non-recoverable expenses in this center are
estimated from property-specific history, as well as accepted industry norms.
Again, we have analyzed each item of expense to ascertain what the typical
investor in a property like this would consider reasonable, based upon actual
operations.

     We present on the following pages a discussion of non-recoverable expenses
to be incurred in the operation of the property in the initial year of the
forecast. As with recoverable expenses, we estimated calendar year expenses and
will make a fiscal year estimate of future years' expenses using the Pro-Ject+
software.

     Administrative

     This expense category includes salaries, travel and entertainment, and
dues, office costs and subscriptions. We also made a provision for professional
services including legal and accounting fees and other professional consulting
services. A major component of this category of expense is the owner's
contribution to the marketing fund for the mall. Unfortunately, the data
available to us did not isolate this item for comparison or separate listing.
The administrative expenses for 1995 were about $244,000 and management
forecasts only $228,000+/- for 1996. We reviewed the historical data and have
estimated an expense of about $250,000 equal to $0.89 per square foot of owned
GLA in 1996.

     Management

     We were told that the annual cost of managing the subject property is
currently about 4 percent of minimum and percentage rent. We forecast about 3.5%
in the future. Our estimate is representative of a typical management agreement
with a qualified firm and the amount is considered typical for a retail center
of this size. Our investigation into the market for this property type indicates
an overall range of fees of 3.0 to 4.0 percent. In addition, ownership would be
expected to continue to pay leasing commissions as it has in the past.

Expense Comparisons

     The market comparisons below should offer a guide to proper levels of
expenses and expense ratios. It shows that there is a direct relationship
between age of the mall and the operating expense ratio. Unfortunately, Shannon
Southpark has low occupancy and rental rates. Both factors contribute to an
above average operating expense ratio.

     The following chart summarizes operating results from the centers in the
database of the Urban Land Institute as published in the 1995 edition of Dollars
and Cents of Shopping Centers.

================================================================================


                                      -79-



                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>


<TABLE>
<CAPTION>


====================================================================================================================================
                                         Average Operating Results of U.S. Regional Centers

                                      Source: Dollar & Cents of Shopping Centers - 1995 Edition
====================================================================================================================================

                                         All Centers                     Southern Centers                  4-6 Year Old Centers 
- ----------------------------------------------------------------    -----------------------------      ----------------------------
  Property Profile            Low         High        Avg.             Low      High        Avg.         Low      High        Avg.  
 --------------------------                                         
<S>                         <C>           <C>          <C>            <C>       <C>        <C>            <C>      <C>      <C>    
of Centers in Sample:         83                                        25                                 6                        
Average GLA:                389,212       810,761      582,893        411,204   710,202    566,136        n/a      n/a      478,576 
                                                                                                                           
                                                                                                                           
Average Sales/SF:                                                                                                          
 Mail Shops:                 $126         $285         $176            $130       $195       $156         n/a      n/a      $253    
 Department Stores:          $97          $261         $156            $107       $204       $150         n/a      n/a      n/a   
                                                                                                                           
                                                                                                                           
 --------------------------                                         
 Revenue                                                                                                               
 --------------------------                                         
Total Rent:                  $6.97        $23.65       $12.97          $6.93      $17.10     $11.14       n/a      n/a      $23.27  
Reimbursements:                                                                                                            
 CAM:                        $0.55        $7.28        $3.34           $0.36      $4.92      $2.72        n/a      n/a      $7.09   
 Taxes:                      $0.23        $2.69        $1.13           $0.21      $1.65      $0.88        n/a      n/a      $2.75   
 Insurance:                  $0.00        $0.28        $0.09           $0.02      $0.31      $0.13        n/a      n/a      n/a   
 Miscellaneous:              $0.08        $5.93        $1.97           $0.02      $3.00      $1.57        n/a      n/a      $2.57   
Miscellaneous Income:        $0.06        $3.33        $0.80           $0.03      $1.88      $0.59        n/a      n/a      $1.03   
Total Revenue: (2)           $9.88        $34.40       $19.86          $9.99      $27.21     $16.99       n/a      n/a      $35.89  
                                                                                                                           
 --------------------------                                         
 Expenses                                                                                                              
 --------------------------                                         
CAM                          $0.76        $5.04        $2.69           $0.78      $4.62      $2.38        n/a      n/a      $4.09   
Repairs & Maintenance (3)    $0.03        $1.09        $0.33           $0.04      $0.96      $0.35        n/a      n/a      n/a   
Advertising & Promotion:     $0.08        $1.79        $0.56           $0.11      $1.52      $0.63        n/a      n/a      $1.10   
Real Estate Taxes:           $0.41        $3.36        $1.27           $0.40      $2.33      $1.15        n/a      n/a      $2.50   
Insurance:                   $0.10        $0,60        $0.26           $0.10      $0.40      $0.23        nta      n/a      $0.34   
General & Administrative:(1) $0.45        $2.17        $0.96           $0.34      $1.65      $0.79        n/a      n/a      $2.07   
Management Fees:             $0.22        $0.91        $0.46           $0.18      $0.57      $0.40        n/a      n/a      n/a   
Total Operating Expenses:(2) $3.39        $15.84       $7.35           $3.06      $10.02     $6.50        n/a      n/a      $9.16   
                                                                                                                           
                                                                                                                           
 --------------------------                                         
 Operating Expense Ratio:    34.3%        46.0%        37.0%           30.6%      36.8%      38.3%        n/a      n/a      25.5%   
 --------------------------                                         
                                                                                                                           
                                                                                                                           
 --------------------------                                         
 Recovery as a % of Expense                                                                                                 
 --------------------------                                         
CAM                          72.4%        144.4%       124.2%          46.2%      106.5%     114.3%       n/a      n/a      173.3%  
Taxes                        56.1%        80.1%        89.0%           52.5%      70.8%      76.5%        n/a      n/a      110.0%  
Insurance                    0.0%         46.7%        34.6%           20.0%      77.5%      56.5%        n/a      n/a        n/a   
                                                                                                                           


<CAPTION>




                                     7-9 Year Old Centers              10-19 Year Old Centers            20   Year Old Centers
- ----------------------------------------------------------------    -----------------------------      ----------------------------
 Property Profile              Low          High         Avg.        Low      High        Avg.         Low         High      Avg.  
- ----------------------------
<S>                            <C>           <C>         <C>        <C>       <C>         <C>            <C>      <C>       <C>  
of Centers in Sample:           6                                    36                                   32                        
Average GLA:                   n/a           n/a         547,797    426.963   804,240      631,530       377,333   885.090  585,610 
                                                                                                                                    
                                                                                                                                    
Average Sales/SF:                                                                                                                   
 Mail Shops:                   n/a           n/a         $176       $130       $257        $170          $115      $258       $172  
 Department Stores:            n/a           n/a         n/a        $90        $197        $145          $106      $220       $158  
                                                                                                                                    
                                                                                                                                    
 --------------------------                                         
 Revenue                                                                                                                           
 --------------------------                                         
Total Rent:                    n/a           n/a         $15.08     $8.69      $21.49      $13.29        $4.87     $23.64     $11.09
Reimbursements:                                                                                                                     
 CAM:                          n/a           n/a         $3.00      $1.53      $6.41       $3.67         $0.40     $6.30      $2.62 
 Taxes:                        n/a           n/a         $1.46      $0.35      $2.41       $1.11         $0.14     $2.55      $0.92 
 Insurance:                    n/a           n/a         $0.04      $0.00      $0.23       $0.08         $0.01     $0.28      $0.11 
 Miscellaneous:                n/a           n/a         n/a        $0.21      $5.35       $2.10         $0.06     $6.39      $2.13 
Miscellaneous Income:          n/a           n/a         $0.68      $0.10      $3.63       $0.91         $0.02     $2.96      $0.68 
Total Revenue: (2)             n/a           n/a         $21.43     $12.70     $30.40      $20.87        $7.29     $34.26     $16.73
                                                                                                                                    
 --------------------------                                         
 Expenses                                                                                                                          
 --------------------------                                         
CAM                            n/a           n/a         $2.84      $1.07      $5.03       $2.72         $0.74     $4.46      $2.44 
Repairs & Maintenance (3)      n/a           n/a         $0.18      $0.03      $1.22       $0.38         $0.03     $0.75      $0.27 
Advertising & Promotion:       n/a           n/a         $0.72      $0.15      $1.90       $0.70         $0.06     $1.04      $0.34 
Real Estate Taxes:             n/a           n/a         $1.29      $0,45      $3.05       $1.34         $0.29     $2.18      $0.97 
Insurance:                     n/a           n/a         $0.29      $0.13      $0.58       $0.28         $0.08     $0.33      $0.22 
General & Administrative:(1)   n/a           n/a         $0.80      $0.47      $2.28       $1.05         $0.50     $2.07      $0.85 
Management Fees:               n/a           n/a         $0.48      $0.27      $0.86       $0.51         $0.18     $0.60      $0.34 
Total Operating Expenses:(2)   n/a           n/a         $6.66      $3.83      $15.88      $7.93         $2.99     $13.20     $6.38 
                                                                                                                                    
                                                                                                                                    
 --------------------------                                         
 Operating Expense Ratio:     n/a           n/a         31.1%      30.2%      52.2%       38.0%         41.0%     38.5%      38.1% 
 --------------------------                                         
                                                                                                                                    
                                                                                                                                    
 --------------------------                                         
 Recovery as a % of Expense                                                                                                         
 --------------------------                                         
CAM                            n/a           n/a         105.6%     143.0%     127.4%      134.9%        54.1%     141.3%     107.4%
Taxes                          n/a           n/a         113.2%     77.8%      79.0%       82.8%         48.3%     117.0%     94.8% 
Insurance                      n/a           n/a         13.8%      0.0%       39.7%       28.6%         12.5%     84.8%      50.0% 
</TABLE>
- -------------------------------------------------------------------------------

1.   Excluding management fees and leasing commissions.

2.   Because data are averages, detailed dollar amounts may not add to totals.

3.   A majority of this expense is believed to be clean-up/fix-up cost for
     spaces between tenants.

     We have not included this item in our cash flow analysis because this cost
     is recognized in our finish/fix-up allowance.
- -------------------------------------------------------------------------------


================================================================================



                                                                       CUSHMAN &
                                                                    WAKEFIELD(R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------

<PAGE>


                                                            Income Approach
================================================================================

Summary of Operating Expenses

     Total operating expense estimates for 1996 are summarized as:

================================================================================
                     Operating Expense Estimate Summary-1996
================================================================================
     Recoverable Expenses                           $          $/SF(1)
         Common Area Maintenance               $1,510,000       $5.38
         Central Plant (HVAC)                    $200,000       $0.71
         Food Court CAM                           $98,000       $0.35
         Utilities                               $700,000       $2.49
         Real Estate Taxes                       $380,000       $1.35
         Miscellaneous                             $2,000       $0.01
                                               ----------
                 Total                         $2,890,000      $10.30
     Non-Recoverable Expenses
         Administrative                          $250,000       $0.89
         Management                              $145,000       $0.52
                 Total                           $395,000       $1.41
                                               ----------
     Total Operating Expenses                  $3,285,000

     1.   Based on owned GLA of 280,659 sf.
================================================================================

Non-Operating Expenses

     Alterations/Tenant Finish Allowances

     The principal component of this expense is the estimated cost to prepare a
vacant space for tenant use. Recently, some but not all second generation
tenants at Shannon Southpark have received a construction allowance for
alterations. Many of the recent leases that did not involve a retrofit allowance
were to temporary tenants who pay a below average rental rate and do not expect
a retrofit allowance at the negotiated rate. The mall's leasing agent told us
that a retrofit allowance is often paid by the landlord where non-temporary
leases are involved. The allowance ranges depending on the tenant, condition of
the space and the rate negotiated. In these leases, the allowance has recently
ranged from about $1 to $15/SF. The higher allowances usually go to new tenants
while renewing tenants usually get little or no allowance.

     Most existing space in the center is second generation or previously
occupied. The exceptions are listed in the Cash Flow Assumptions later in the
report. Second generation spaces are generally leased as a "plain vanilla box".
This includes the walls, ceiling, and slab floor left by the previous tenant.
The incoming tenant can then use the existing finish or alter the space to their
specifications. We have estimated these expenses based on our experience with
other properties and discussions with the leasing agent for Shannon Southpark.

================================================================================


                                      -81-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     We believe the need to provide tenant finish allowance may continue and we
have recognized this cost in our analysis. In our analysis, we allowed for a
retrofit allowance of $10 per square foot for new tenants coming into the mall
and $2 per square foot for renewal tenants

     Leasing Commissions

     The property owner has historically paid a leasing commission for both a
new lease as well as a renewal. Leasing commissions for new leases are
calculated as $3.50/SF, cashed out. The schedule for renewal leases is $1.50/SF.
We discussed commissions with other agents and management companies and found
several different structures. The one used at Shannon Southpark is one of the
prevalent methods found in the market and this has been utilized in our
analysis.

     Reserves for Replacement

     This category of expense includes funds for the periodic repair and
replacement of short-lived real property components such as HVAC systems and
parking lot paving. While investors may not actually set these funds aside in a
separate account, they do include this provision in the operating expense
statement for analytical purposes. Based on our discussions with shopping center
owners and our analysis of other centers, we have estimated reserves at $0.20
per square foot of owned GLA

     Additional Capital Reserves

     Most regional malls require a cosmetic retrofit of the common area every
7-15 years to remain competitive in its market. The more upscale properties that
are dominant in their market will require this upgrade more frequently than the
older less dominant properties like the subject. The last common area renovation
at Shannon Southpark was in conjunction with the 1986 expansion. The common area
is still attractive and serviceable. We have made the assumption that the common
area may not need to be renovated until 2001. We allowed about $56,400 per year.
We arrived at this figure using the following assumptions:

     o    The cost to renovate common areas today ranges from $8-15/SF of common
          area. We have assumed that this cost for Shannon Southpark would be
          about $10/SF today.

     o    This cost will grow to about $11.88/SF by 2001 at a 3.5% compound
          annual rate.

     o    The common area is about 34,000 SF which indicates a future cost of
          about $403,900 in 2001.

     o    The annual cost to amortize this expenditure over 12 years between
          renovations at a 9% rate is about $56,400 per year.

Expense Growth Rate

     In our discounted cash flow analysis to follow, we have estimated that
expenses will grow at the rate of 3.5 percent per year during the investment
holding period. This is supported by the responses in our latest Investor
Survey.

================================================================================


                                      -82-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

Income and Expense Summary

     Here we present our estimate of stabilized income and expenses.

================================================================================
                   First Year Estimates for Shannon Southpark
================================================================================
  Income                                                  $            $/SF
         Base Rent                                   $3,826,346       $13.63
         Percentage Rent                               $488,955        $1.74
         Expense Recoveries                          $2,057,087        $7.33
         Tenant Utilities                              $963,854        $3.43
         Other Income                                    $3,025        $0.01
                                                     ----------
  Potential Gross Income                             $7,339,267       $26.15
  Allowance for Credit Loss                            ($94,247)      ($0.34)
                                                     ----------
  Effective Gross Income                             $7,245,020       $25.81

  Less: Recoverable Expenses
        Common Area Maintenance                      $1,532,021        $5.46
        Central Plant HVAC                             $202,917        $0.72
        Utilities                                      $710,208        $2.53
        Food Court CAM                                  $99,429        $0.35
        Miscellaneous                                    $2,029        $0.01
        Real Estate Taxes                              $385,542        $1.37
                                                     ----------
  Total Recoverable                                  $2,932,146       $10.45

  Less: Non-Recoverable Expenses
         Administrative                                $253,646        $0.90
         Management                                    $151,035        $0.54
                                                     ----------
  Total Non-Recoverable                                $404,681        $1.44

                                                     ----------
  Total Operating Expenses                           $3,336,827       $11.89
                                                     ==========
  NET OPERATING INCOME                               $3,908,193       $13.93

  Operating Expense Ratio                                      46.1%
================================================================================

Operating Expense Ratio

     The Operating Results chart, on a previous page, summarizes the average
operating expense ratio based on published data from the database in Dollars &
Cents of Shopping Centers. All properties are considered mature and stabilized.
There are many factors that affect this ratio. Some of them are: age of the
improvements, occupancy, percentage of total GLA area owned, and level of
expenses and income.

     In 1995, the subject had a ratio of 45.8 percent which is above the range
indicated by the ULI database. This is because Shannon Southpark is an older
property which has low

================================================================================


                                      -83-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

occupancy and revenue/SF. Both of these factors raise the operating expense
ratio. Our first stabilized estimates for this property produce a ratio of 46.1
percent which is similar to the 1995 actual performance.

Direct Capitalization

     In the direct capitalization method, we estimated market value by dividing
stabilized net operating income by an overall rate derived from our analyses of
market sales and computed by dividing the net operating income from a sold
property by its sale price. The overall capitalization rates derived from the
improved property sales are shown below.

================================================================================
                         Summary of Capitalization Rates
================================================================================
                  Sale                             Capitalization
                   No.                                  Rate
================================================================================
                 SM96-1                                 9.99%
                 SM95-7                                 11.1%
                 SM95-5                                 10.0%
                 SM94-1                                 10.3%

                   Terminal Capitalization Rate Selected 11.0%
================================================================================

     The rates above are from the secondary mall transactions that were
presented in the Sales Comparison Approach. The transactions listed above were
selected because the properties involved are considered to be most similar to
Shannon Southpark. These transactions exhibit a range of overall capitalization
rates of 9.99% to 11.1 %. We selected 11.0 percent as appropriate to apply to
the first year net operating income for Shannon Southpark Mall. We considered:

o    The lack of reciprocal operating agreements with anchors and the fact that
     none report sales.

o    Decline in shop sales volume over the last three years.

o    Weak historical shop occupancy in recent years.

o    Property's weak location relative to other Atlanta area malls.

================================================================================


                                      -84-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

================================================================================
                              Direct Capitalization
================================================================================
         Net Operating Income                                 $3,908,193
         Divided by Overall Capitalization Rate                      .11

         Indicated Value                                     $35,529,027

         Estimated Market Value                              $35,500,000
         Rounded to:                                           (Rounded)
================================================================================

Discounted Cash Flow Analysis

     We used the Pro-Ject+ software program to model future income and expense
and our discounted cash flow forecast is presented later in this section. The
major assumptions used in creating the estimate are as follows:

1.   We modeled a 10-year holding period with the net income estimate for the
     eleventh year used to calculate market value at reversion.

2.   The income estimate has as its basis the terms of actual leases in effect.
     In addition, estimated market rent is assigned to spaces now vacant and to
     spaces now occupied as they become available in the future at the time
     existing leases expire.

3.   We grew the current estimate of market rent at the rate of 0 percent per
     annum for 1996, 2.0% in 1997 and 3.0 percent per year over the remainder of
     the holding period.

4.   We estimate the current expenses will grow at a rate of 3.5 percent per
     annum over the holding period.

5.   We estimate existing and future tenants will renew their leases 70.0
     percent of the time rather than vacate. This "probability of renewal"
     affects the calculation of future vacancy resulting from downtime between
     leases, tenant improvement allowances and leasing commissions.

6.   Leasing commissions for new tenants are calculated as $3.50 per square foot
     paid at the time the tenant moves in. Commissions on renewals are $1.50 per
     square foot paid over the term and paid in cash at the time the leases
     begins.

7.   Base Rent and Sales Volume Re-establishment Assumptions, Future Leases.

     A.   At the expiration of all non-anchor leases, market rent will be the
          greater of market rent or the last effective (base + percent) rate
          paid by the tenant. This assumes that if a tenant is already paying an
          effective rate that is greater than market, they will stay in the
          space.

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                                      -85-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     b.   At the expiration of the primary lease term, if the new base rate is
          market rent, then the sales volume will be reestablished so that sales
          equal 90.0 percent of the breakpoint. On seven-year leases, we assume
          that the breakpoint will be reached at the end of the seventh year.
          The tenant will begin paying overage in the seventh year of the lease.
          However, if the new base rate is the previous effective rate, the
          sales volume from the previous tenant will continue to grow.

     o    If the sales volume is reestablished (meaning a new tenant) then
          overage percentage is reset to 6.0 percent.
 
     o    The percentage rent clause of existing tenants will carry through to
          future lease terms. Leases on spaces now vacant and available will
          have a 6.0 percent clause.

10.  Tenant Allowance/Fix-up Cost for Second Generation Space is:

     a.   $10.00/SF for new tenants

     b.   $2.00/SF for renewal tenants

11.  Reserves for Replacement Allowance: $0.20 per square foot per year over the
     analysis period.

12.  Vacancy and Collection Loss:

     o    Collection loss is 1.5 percent of non-anchor revenue only.

     o    Global vacancy was utilized and based on allowing all space that is
          currently vacant to remain vacant over the analysis term.

13.  Sales volume estimates for 1996 will be 0.0 percent higher than 1995. Sales
     volumes will grow at 1.0 percent in 1996 and 2.0 percent/year thereafter.

14.  The space now occupied by management/leasing, will continue to be used for
     the same throughout the analysis period. This tenant will pay no rent or
     recoveries on this space, but a retrofit allowance.

15.  The four anchors will remain in place without operating agreements.

16.  The following tenants are known move-outs at the end of their leases:

     o    Afterthoughts
 
     o    Susie's -- This tenant's lease extends through January 2001, but the
          space is vacant and rent is being paid. We have assumed the space will
          be re-leased as of 06/97 to a new tenant.
 
     o    Everything's a Dollar

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                                      -86-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     These spaces will re-lease after one year downtime at market rates of term,
     6.0 percent average clause and sales equal to about 90.0 percent of their
     natural break-points.

     17.  The following spaces are first generation and are assumed to never
          lease. Other vacant shop and storage spaces will lease-up over three
          years.

          o    #8105 with 2,516 square feet
 
          o    #8002 with 778 square feet

18.  Spaces now occupied by temporary or storage tenants will continue to have
     similar occupants. They will pay a lower market rate than longer term
     leases. The landlord will pay no tenant finish or leasing commissions for
     these leases which will have 2-year terms.

19.  Future shop leases (excluding temporary or storage spaces) will have eight
     year future lease terms.

20.  When spaces that are vacant are leased, they will not have percent rent
     clauses in their lease.

21.  Month-to-month tenants will extend their stay through 12/96 at the same
     rate and terms.

22.  Retrofit allowance for new food court tenants is $40.00 per square foot in
     1996 and will grow at the expense growth rate.

23.  Vacant cart/Kiosk spaces will always be vacant.

24.  Percentage rent tenants with no sales history are assumed to have first
     year sales of $200 per square foot.

25.  Ten spaces (excluding ACOG spaces) are now occupied by tenants paying
     percent rent in lieu of base rent. At the expiration of base leases, we
     assume that these spaces will continue to be occupied by similar tenants
     who will have similar base rent provisions, but standard recovery clauses.
     We have assumed sales from existing tenants will grow at the sales growth
     rate.

26.  The two spaces now occupied by ACOG will be re-leased at percentage rent
     only, but at more typical sales levels for a Kiosk of about $1,000 per
     square foot in 1996 with an 8.0 percent clause.

     The net cash flows and the net reversion were discounted to net present
value using a discount rate of 12.0, the derivation of which is discussed below.

Summary and Conclusion

     We believe that the top performing 15 to 20 regional malls in the country
are "trophy" properties. The lowest investment rates reflected on the previous
chart would be appropriate

================================================================================


                                      -87-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

for these properties. On the other hand, rates at the upper end of the range
would be used for secondary properties. They include malls that have one or more
of the following characteristics.

     o    Less than 500,000 square feet;
 
     o    Non-dominant in its market;
 
     o    Three or less well known, stable anchors on long term commitments;

     o    Older and without recent renovation;

     o    Poor location relative to regional access;

     o    Small trade area with weak demographics; and

     o    Poor performance relative to shop sales volumes

     In our opinion, the subject falls into the broad class of properties that
are considered a secondary property.

     Investors have shown a shift in preference to initial return, many now
place less emphasis on the DCF. Understandably, this thinking has evolved after
a few hard years of reality where optimistic cash flow projections did not
materialize. The DCF is still, in our opinion, a valid valuation technique that
when properly supported, can present a realistic forecast of a property's
performance and its current value in the marketplace. Generally, we are inclined
to group and characterize regional malls by their overall investment appeal
which incorporates a plethora of factors not the least of which is stability of
income. On the basis of current income, we find that the following
capitalization rates can be tiered to reflect reasonable ranges of investment
appeal.

- --------------------------------------------------------------------------------
Cap Rate Range      Category
- --------------------------------------------------------------------------------
7.0% to 8.0%        Top 15-20 malls in the country
- --------------------------------------------------------------------------------
8.0% to 9.5%        Dominant Class A investment grade property, excellent
                    demographics (top 50 markets) and considered to present a
                    significant barrier to entry to prospective competition
- --------------------------------------------------------------------------------
9.5% to 11.0%       Somewhat broad characterization of investment quality
                    properties ranging from primary MSA's to second tier cities.
                    Properties at the higher end of the scale are probably
                    somewhat vulnerable to new competition in their market
- --------------------------------------------------------------------------------
11.0% to 14.0%      Remaining product which has limited appeal or significant
                    risk which will attract only a smaller, select group of
                    investors
- --------------------------------------------------------------------------------

     We have considered all of the above relative to the physical and economic
characteristics of the subject. It is difficult to relate the subject to
comparables that are in such widely divergent markets with different cash flow
characteristics. The subject in not dominant, has a history of above average
vacancy, and below average market rates. Further, it has four anchors without
operating agreements. On the positive side, its existing anchors are well known
and target the middle sector of the market in this trade area. However, they do
not

================================================================================


                                      -88-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

target the more affluent portion of the market. This portion of the market shops
at the more distant but upscale competition. In the final analysis, this mall
appears to create a barrier to entry to other malls but not a very strong one.

Terminal Capitalization Rate Selection

     A terminal capitalization rate was used to estimate the market value of the
property at the end of the assumed investment holding period. The rate is
applied to the eleventh year estimate of net operating income before making
deductions for leasing commissions or tenant improvement allowances. We
estimated an appropriate terminal rate based on indicated rates in today's
market.

================================================================================
                         Summary of Capitalization Rates
================================================================================
                    Sale                             Capitalization
                     No.                                  Rate
                   SM96-1                                9.99%
                   SM95-7                                11.1%
                   SM95-5                                10.0%
                   SM94-1                                10.3%

                   Terminal Capitalization Rate Selected 11.0%
================================================================================

     A premium was added to today's rate to allow for the risk of unforeseen
events or trends which might affect our estimate of net operating income during
the holding period, including a possible deterioration in market conditions for
the property. Investors typically add 50 to 100 basis points to the "going-in"
rate to arrive at a terminal capitalization rate, according to Cushman &
Wakefield's periodic investor surveys.

     Discount Rate Analysis

     We estimated future cash flows, including property value at reversion, and
discounted that income stream at an internal rate of return (yield rates)
currently required by investors for similar-quality real property. The yield
rate (internal rate of return or IRR) is the single rate that discounts all
future equity benefits (cash flows and equity reversion) to an estimate of net
present value.

     Cushman & Wakefield Valuation Advisory Services periodically surveys
national real estate investors to determine their investment objectives.
Following is a brief review of internal rates of return, overall rates, and
income and expense growth rates considered acceptable by respondents.

================================================================================


                                      -89-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

<TABLE>
<CAPTION>
==================================================================================================================================
                                          Cushman & Wakefield Valuation Advisory Services
                                       Fall 1996 National Investor Survey For Regional Malls
==================================================================================================================================
                         Going in            terminal                               Income            Expense         Projection
                         Cap Rate           Cap Rate               IRR              Growth             Growth          Period
==================================================================================================================================
                       Low     High       Low      High      Low       High     Low       High      Low      High        Years
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>       <C>       <C>      <C>       <C>       <C>       <C>      <C>       <C>          <C>
                      8.00%    8.50%     8.50%     9.00%    10.50%    10.50%    3.00%     3.50%    4.00%     4.00%        10
                      7.75%    8.25%     8.50%     8.75%    11.00%    11.50%    3.50%     4.00%    3.50%     3.50%        10
                      7.50%    7.50%     8.00%     8.00%    11.50%    11.50%    0.00%     4.00%    4.00%     4.00%        10
                      7.50%    9.00%     8.00%     9.75%    10.00%    12.00%    2.00%     4.00%    4.00%     4.00%        10
                      7.00%    8.00%     7.00%     8.00%    11.00%    11.00%    4.00%     4.00%    4.00%     4.00%        10
                      7.50%    8.00%     7.50%     9.00%    10.50%    11.50%    2.00%     3.50%    3.50%     3.50%        10
                      7.00%    8.00%     9.00%    10.00%    10.50%    11.50%    4.00%     4.00%    4.00%     4.00%        10
                      7.50%    8.00%     8.50%     8.50%    10.00%    11.00%    3.00%     3.00%    3.00%     3.00%        10
                      7.50%    9.00%     8.50%     8.50%    11.50%    11.50%    4.00%     5.00%                           10
- ----------------------------------------------------------------------------------------------------------------------------------
No. of Responses        9         9        9         9         9         9         9        9        8         8
Average               7.47%    8.25%     8.17%     8.83%    10.72%    11.33%    2.83%     3.89%    3.75%     3.75%
==================================================================================================================================
</TABLE>

     This table summarizes the investment parameters of some of the most
prominent investors currently acquiring good quality shopping center properties
in the United States. The entire survey is included in the Addenda to this
report.

     Overall, we believe that an investor would see this property as below
average if comparing it to other, smaller malls in second and third tier
locations. We believe that this would translate into the use of more
conservative assumptions and discount rate than average for this type of
property.

     As mentioned, the subject has four well known anchor tenants as well as a
mixture of national and local retailers that occupy the shop space.
Unfortunately, none of the existing anchors are tenants so their sales are not
reported and their operating agreements have expired. A potential investor would
be interested in the strength of the anchors for this property and this would
impact his choice of both the discount and the terminal capitalization rates.
One way of measuring the strength of the anchor is their debt rating. Although
the existing anchors are not tenants, their continued presence at the mall is
very important. If one or more fail, the success of the entire mall could be
impacted. Our research shows that all of the anchors have debt ratings by
Standard & Poor's, a national rating service. They are:

     Sears & Roebuck & Company:                                 BBB

     Rich's and Macy's (Federated Department Stores):           BB-

     Mervyn's (Dayton Hudson Co.)                               BBB+

     The internal rate of return and terminal capitalization rate selected for
this analysis were strongly influenced by our recent Investor Survey. We realize
that this type of survey reflects target rather than transactional rates.
Transactional rates are usually difficult to obtain in the verification process
and are actually only target rates of the buyer at the time of sale. The

================================================================================


                                      -90-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

property's performance will ultimately determine the actual yield and
capitalization rate at the time of sale after a specific holding period. We have
found that, in improving markets or with above average properties, demand will
be high and transactional rates may be lower than target rates that are quoted
in surveys. We have tried to recognize this factor in our choice of these two
rates for our cash flow model.

     The investors' internal rates of return cited above range from 10.0 to 12.0
percent. However, in our opinion the investment risk of this property are
probably between that of a typical mall and a shopping center. Our Investor
Survey shows that the IRR targets for shopping centers had a broader range of
from 10% to 14%. For our analysis of this mall, we discounted the cash flows at
12.0 percent.

     IRR Selection Summary

     To summarize, we selected 12.0 percent as an appropriate internal rate of
return based on our Investor Survey, knowledge of this property, and the market
data.

     We considered a number of factors in our choice of internal rate of return:

     o    The primary risk factor is that none of the existing anchors have
          operating agreements in place. We have no way of definitively knowing
          how well these stores are performing in terms of sales so the risk of
          closure for the foreseeable future cannot be judged.

     o    Vacancy may increase rather than remain flat and rents may fall rather
          than increasing at the rates we estimated.

     Ten-Year Cash Flow Analysis

     Based on the discount rate selected above, we estimate property value at
$34,700,000, rounded. The full 11-year cash flow is presented on the following
page.

================================================================================


                                      -91-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>



<TABLE>
<CAPTION>
                                                SHANNON
                                        PROJECT DESIGNATOR: SHN3
                                       REVISION: 5/28/96 @ 11:16
                                         ANNUAL CASH FLOW REPORT
                                     BEGINNING 6/1/96 FOR 12 YEARS
                                           5/28/96 @ 11:17


                       FY1997       FY1998         FY1999       FY2000        FY2001        FY2002    
INCOME
- ------
<S>                   <C>          <C>           <C>           <C>           <C>           <C>      
MINIMUM RENT:
ALL TENANTS           3,826,346    4,007,200     4,099,220     4,166,711     4,257,539     4,375,575
                     ----------   ----------    ----------    ----------    ----------    ----------
TOTAL MINIMUM RENT    3,826,346    4,007,200     4,099,220     4,166,711     4,257,539     4,375,575

RECOVERIES:
CAM-MALL SHOPS        1,501,985    1,580,618     1,543,755     1,608,257     1,674,229     1,744,715
TAX-MALL SHOPS          315,891      325,102       313,541       324,737       336,318       349,722
FOOD CT. CAM-ANCH.        3,055        3,161         3,273         3,387         2,515         2,603
CAM-ANCHOR/KIOSK        127,637      126,798       130,710       137,786       148,753       149,068
FOOD CT. CAM-SMALL      100,539      103,958       107,597       111,577       115,941       120,220
TAX-KIOSK                 7,980        7,802         8,615         8,667         8,758         8,815
                     ----------   ----------    ----------    ----------    ----------    ----------
TOTAL RECOVERIES      2,057,087    2,147,439     2,107,491     2,194,411     2,286,514     2,375,143

OVERAGE RENT            488,955      423,721       433,561       447,634       441,786       406,904

SALES VOLUME (000)       46,198       48,159        50,100        51,635        53,119        54,779
                     ----------   ----------    ----------    ----------    ----------    ----------
GROSS RENTAL
 INCOME               6,372,388    6,578,360     6,640,272     6,808,756     6,985,839     7,157,622
CREDIT LOSS             (94,247)     (97,337)      (98,266)     (100,691)     (103,203)     (105,780)
OTHER TENANT              3,025        3,086         3,147         3,210         3,274         3,340
TENANT UTILITIES        963,854      997,589     1,032,505     1,068,642     1,106,045     1,144,756
                     ----------   ----------    ----------    ----------    ----------    ----------
TOTAL INCOME          7,245,020    7,481,698     7,577,658     7,779,917     7,991,955     8,199,938

EXPENSES

COMMON AREA MAINT.    1,532,021    1,585,642     1,641,139     1,698,579     1,758,029     1,819,560
CENTRAL PLANT HVAC      202,917      210,019       217,369       224,977       232,852       241,001
UTILITIES               710,208      735,066       760,793       787,421       814,980       843,505
REAL ESTATE TAXES       385,542      399,036       413,002       427,457       442,418       457,903
FOOD COURT EXPENSE       99,429      102,909       106,511       110,239       114,097       118,091
GENERAL & ADMIN         253,646      262,523       271,712       281,222       291,064       301,252
MISCELLANEOUS             2,029        2,100         2,174         2,250         2,329         2,410
MANAGEMENT FEE          151,035      155,082       158,647       161,502       164,476       167,387
                     ----------   ----------    ----------    ----------    ----------    ----------

TOTAL EXPENSES        3,336,827    3,452,377     3,571,347     3,693,647     3,820,245     3,951,109
                     ----------   ----------    ----------    ----------    ----------    ----------


<CAPTION>
                        FY2003        FY2004       FY2005        FY2006        FY2007        FY2008
INCOME
- ------
<S>                   <C>           <C>           <C>           <C>           <C>           <C>      
MINIMUM RENT:
ALL TENANTS           4,397,442     4,433,010     4,501,727     4,673,044     4,855,425     4,929,890
                     ----------    ----------    ----------    ----------    ----------    ----------
TOTAL MINIMUM RENT    4,397,442     4,433,010     4,501,727     4,673,044     4,855,425     4,929,890

RECOVERIES:
CAM-MALL SHOPS        1,744,432     1,835,728     2,018,591     2,167,617     2,142,493     2,163,136
TAX-MALL SHOPS          350,294       369,357       405,201       433,519       428,698       434,033
FOOD CT. CAM-ANCH.        2,694         2,788         2,886         2,987         3,091         3,200
CAM-ANCHOR/KIOSK        149,554       149,898       165,499       186,988       187,535       187,941
FOOD CT. CAM-SMALL      124,429       128,783       133,291       137,957       142,786       147,780
TAX-KIOSK                 8,910         8,973         9,073         9,140         9,247         9,322
                     ----------    ----------    ----------    ----------    ----------    ----------
TOTAL RECOVERIES      2,380,313     2,495,527     2,734,541     2,938,208     2,913,850     2,945,412

OVERAGE RENT            423,561       435,918       444,940       428,266       374,322       386,634

SALES VOLUME (000)       55,979        57,292        59,485        63,591        65,827        68,598
                     ----------    ----------    ----------    ----------    ----------    ----------
GROSS RENTAL
 INCOME               7,201,316     7,364,455     7,681,208     8,039,518     8,143,597     8,261,936
CREDIT LOSS            (106,436)     (108,883)     (113,408)     (118,466)     (120,027)     (121,802)
OTHER TENANT              3,407         3,475         3,544         3,615         3,687         3,761
TENANT UTILITIES      1,184,823     1,226,292     1,269,212     1,313,634     1,359,611     1,407,198
                     ----------    ----------    ----------    ----------    ----------    ----------
TOTAL INCOME          8,283,110     8,485,339     8,840,556     9,238,301     9,386,868     9,551,093

EXPENSES

COMMON AREA MAINT.    1,883,244     1,949,158     2,017,378     2,087,987     2,161,066     2,236,703
CENTRAL PLANT HVAC      249,436       258,167       267,202       276,555       286,234       296,252
UTILITIES               873,027       903,583       935,209       967,941     1,001,819     1,036,883
REAL ESTATE TAXES       473,929       490,517       507,685       525,454       543,844       562,879
FOOD COURT EXPENSE      122,224       126,502       130,929       135,512       140,255       145,164
GENERAL & ADMIN.        311,795       322,708       334,003       345,693       357,792       370,315
MISCELLANEOUS             2,494         2,582         2,672         2,766         2,862         2,963
MANAGEMENT FEE          168,736       170,412       173,133       178,545       183,041       186,078
                     ----------    ----------    ----------    ----------    ----------    ----------

TOTAL EXPENSES        4,084,885     4,223,629     4,368,211     4,520,453     4,676,913     4,837,237
                     ----------    ----------    ----------    ----------    ----------    ----------
</TABLE>


                                      -92-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------



<PAGE>


<TABLE>
<CAPTION>
                      FY1997      FY1998      FY1999      FY2000      FY2001      FY2002
<S>                 <C>         <C>         <C>         <C>         <C>         <C>      
NET OPERATING
 INCOME             3,908,193   4,029,321   4,006,311   4,086,270   4,171,710   4,248,829

ALTERATIONS           255,439     102,975     147,046      90,750     233,035           0
COMMISSIONS           110,146      36,979      46,507      38,666      91,031           0
REPL'MENT RESERVE      56,132      58,096      60,130      62,234      64,413      66,667
ADD. CAPITAL RES.      56,400      56,400      56,400      56,400      56,400      56,400
                    ---------   ---------   ---------   ---------   ---------   ---------
CASH FLOW           3,430,076   3,774,871   3,696,228   3,838,220   3,726,831   4,125,762


<CAPTION>
                      FY2003      FY2004      FY2005      FY2006      FY2007      FY2008
<S>                 <C>         <C>         <C>         <C>         <C>         <C>      
NET OPERATING
 INCOME             4,198,225   4,261,710   4,472,345   4,717,848   4,709,955   4,713,856

ALTERATIONS            50,393      48,299     411,274     202,254     166,658     105,046
COMMISSIONS            10,466      20,215     154,685      65,084      54,854      44,446
REPL'MENT RESERVE      69,000      71,415      73,915      76,502      79,179      81,951
ADD. CAPITAL RES.      56,400      56,400      56,400      56,400      56,400      56,400
                    ---------   ---------   ---------   ---------   ---------   ---------
CASH FLOW           4,011,966   4,065,381   3,776,071   4,317,608   4,352,864   4,426,013
</TABLE>


                                      -93-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

     The following chart summarizes the present value of the cash flows and the
reversion with a range of discount and terminal rates while assuming a sale at
the end of the assumed holding period (ten years).

================================================================================
         PURCHASE/SALE YIELD TABLE FOR SHANNON WITH HIGHER GROWTH RATES
                            REVISION: 6/ 5/96 @ 10:06
                                 6/ 7/96 @ 16:27
             Purchase Price(000's)/Cap Going In as a function of IRR
             ALL cash analysis (Purchased June 1996 sold may 2006)

                                Sale Price(000's)/Terminal Cap
                           42,719   41,748   40,820   39,933   39,083
            IRR            10.75    11.00    11.25    11.50    11.75
        -----------------------------------------------------------------
           11.50           36,402   36,075   35,763   35,464   35,178
                           10.74    10.83    10.93    11.02    11.11
           11.75           35,850   35,531   35,225   34,933   34,653
                           10.90    11.00    11.10    11.19    11.28
           12.00           35,310   34,998   34,699   34,413   34,140
                           11.07    11.17    11.26    11.36    11.45
           12.25           34,782   34,476   34,184   33,904   33,637
                           11.24    11.34    11.43    11.53    11.62
           12.50           34,264   33,965   33,679   33,406   33,144
                           11.41    11.51    11.60    11.70    11.79
================================================================================
IRR Selected:                                                         12.0%
Terminal Capitalization Rate:                                        11.25%
Value Estimate:                                                 $34,700,000
================================================================================

     Based on the investment parameters selected, the prospective value estimate
by the discounted cash flow method is approximately $34,700,000. This value
estimate is as of June 1, 1996. The "implied" overall capitalization rate is
approximately 11.3 percent. This is above the range indicated by the sales
presented and near the top of the range indicated by the Investor Survey. This
is best explained by the forecast income stream which has only moderate
increases over time. The compound annual growth rate in cash flow over the first
five years of the holding period is roughly 2.1 percent.

     The value estimate above is achieved by calculating the reversion (eleventh
year's NOI divided by 11.25 percent); reduced by sales costs (assumed to be 2.5
percent); not deducting that year's alterations, commissions and capital
expenditures; and adding the result to the tenth year's cash flow before
discounting. The N0I in the eleventh year is not grossed up by the lag vacancy
before capitalization.

     The following chart summarizes the present value of the cash flows and the
reversion with at 12.0 percent discount rate and assuming a sale at the end of
each fiscal year between 1997 and 2013. At the end of the assumed holding period
(10 years), it shows that the cash flow and reversion portions of the income
stream are responsible for a greater share of the

================================================================================


                                      -94-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                            Income Approach
================================================================================

value estimate. This is ideal since the property is older and may not be as
competitive in the market in 10 years and finally that cash flows are more
proximate in time.

<TABLE>
<CAPTION>
==================================================================================================
                      PRESENT VALUE REPORT FOR SHANNON WITH HIGHER GROWTH RATES
                                          REVISION: 6/ 5/96 @ 10:06
                                                6/ 7/96 @ 16:28

            Annual(E) NPV as of 6/ 96. Rates: CF%=12.000% Res%=12.000% Cap%=11.250

   SOLD        RESIDUAL        RESIDUAL PV        %         CASH FLOW PV      %        TOTAL PV
  ------      ------------     ---------------------        -------------------       -----------
<S>           <C>              <C>             <C>          <C>             <C>       <C>        
   5/ 97      $34,921,700      $31,180,088     91.1%         $3,062,679      8.9%     $34,242,768
   5/ 98      $34,722,072      $27,680,224     82.0%         $6,072,067     18.0%     $33,752,292
   5/ 99      $35,416,012      $25,208,418     74.3%         $8,703,027     25.7%     $33,911,444
   5/100      $36,155,928      $22,977,746     67.3%        $11,142,408     32.7%     $34,120,152
   5/101      $36,823,576      $20,894,686     61.2%        $13,257,185     38.8%     $34,151,872
   5/102      $36,385,048      $18,433,798     54.6%        $15,347,447     45.4%     $33,781,244
   5/103      $36,935,756      $16,707,860     49.3%        $17,162,280     50.7%     $33,870,140
   5/104      $38,761,284      $15,655,032     45.4%        $18,804,262     54.6%     $34,459,296
   5/105      $40,888,492      $14,744,801     42.2%        $20,165,992     57.8%     $34,910,792
   5/106      $40,820,148      $13,142,995     37.9%        $21,556,164     62.1%     $34,699,160
   5/107      $40,854,232      $11,744,615     34.0%        $22,807,526     66.0%     $34,552,140
   5/108      $41,494,916      $10,650,711     30.8%        $23,943,598     69.2%     $34,594,308
   5/109      $41,720,892       $9,561,352     27.7%        $24,913,934     72.3%     $34,475,288
   5/110      $39,376,852       $8,057,284     23.7%        $25,869,460     76.3%     $33,926,744
   5/111      $34,658,236       $6,331,931     19.2%        $26,663,368     80.8%     $32,995,298
   5/112      $32,970,262       $5,378,164     16.5%        $27,277,042     83.5%     $32,655,206
   5/113      $37,021,052       $5,391,907     16.3%        $27,708,588     83.7%     $33,100,494
   5/114      $37,005,444       $4,812,173     14.6%        $28,200,204     85.4%     $33,012,376
   5/115      $35,938,776       $4,172,736     12.7%        $28,649,126     87.3%     $32,821,862
==================================================================================================
IRR Selected:                                                                               12.0%
Terminal Capitalization Rate:                                                              11.25%
Value Estimate:                                                                       $34,700,000
Cash Flow/Reversion Ratio:                                                            66.3%/33.7%
==================================================================================================
</TABLE>

Implied Capitalization Rate

     The first year implied capitalization rate of 11.3 percent seems reasonable
based on our knowledge of this property relative to our database of mall sales.

Reconciliation Within Income Approach

     Value Indicated by Direct Capitalization:             $35,500,000
     Value Indicated by Discounted Cash Flow Analysis      $34,700,000

Analysis and Conclusion

     The value estimates above are mutually supportive. However we placed more
emphasis on the Direct Capitalization method because we believe that a typical
investor would also.

                 Value Indicated by Income Approach: $35,500,000

================================================================================


                                      -95-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                    RECONCILIATION AND FINAL VALUE ESTIMATE
================================================================================

     The two approaches indicated the following values:

          Sales Comparison Approach         $35,500,000 to $37,500,000
          Income Approach                                  $35,500,000

     We placed more emphasis on the Income Approach because we believe that it
is more supportable and concluded the following estimate of value.

                THIRTY FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS
                                   $35,500,000

Marketing Time

     Marketing time is an estimate of the time that might be required to sell a
real property interest at the appraised value. Marketing time is presumed to
start on the effective date of the appraisal. (Marketing time is subsequent to
the effective date of the appraisal and exposure time is presumed to precede the
effective date of the appraisal.) The estimate of marketing time uses some of
the same data analyzed in the process of estimating reasonable exposure time and
it is not intended to be a prediction of a date of sale.

     Based on our research, we estimate a marketing time of about one year for
this property.

================================================================================


                                      -96-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                        ASSUMPTIONS AND LIMITING CONDITIONS
================================================================================

"Appraisal" means the appraisal report and opinion of value stated therein; or
the letter opinion of value, to which these Assumptions and Limiting Conditions
are annexed.

"Property" means the subject of the Appraisal.

"C&W" means Cushman & Wakefield, Inc. or its subsidiary which issued the
Appraisal.

"Appraiser(s) means the employee(s) of C&W who prepared and signed the
Appraisal.

This appraisal is made subject to the following assumptions and limiting
conditions:

1.   By definition a limited appraisal is considered to be less reliable than a
     complete appraisal in that it does not contain all of the data and analysis
     normally found in a complete appraisal.

2.   No opinion is intended to be expressed and no responsibility is assumed for
     the legal description or for any matters which are legal in nature or
     require legal expertise or specialized knowledge beyond that of a real
     estate appraiser. Title to the Property is assumed to be good and
     marketable and the Property is assumed to be free and clear of all liens
     unless otherwise stated. No survey of the Property was undertaken.

3.   The information contained in the Appraisal or upon which the Appraisal is
     based has been gathered from sources the Appraiser assumes to be reliable
     and accurate. Some of such information may have been provided by the owner
     of the Property. Neither the Appraiser nor C&W shall be responsible for the
     accuracy or completeness of such information, including the correctness of
     estimates, opinions, dimensions, sketches, exhibits and factual matters.

4.   The opinion of value is only as of the date stated in the Appraisal.
     Changes since that date in external and market factors or in the Property
     itself can significantly affect property value.

5.   The Appraisal is to be used in whole and not in part. No part of the
     Appraisal shall be used in conjunction with any other appraisal.
     Publication of the Appraisal or any portion thereof without the prior
     written consent of C&W is prohibited. Except as may be otherwise stated in
     the letter of engagement, the Appraisal may not be used by any person other
     than the party to whom it is addressed or for purposes other than that for
     which it was prepared. No part of the Appraisal shall be conveyed to the
     public through advertising, or used in any sales or promotional material
     without C&W's prior written consent. Reference to the Appraisal Institute
     or to the MAI designation is prohibited.

6.   Except as may be otherwise stated in the letter of engagement, the
     Appraiser shall not be required to give testimony in any court or
     administrative proceeding relating to the Property or the Appraisal.

================================================================================


                                      -97-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                        Assumptions and Limiting Conditions
================================================================================

7.   The Appraisal assumes (a) responsible ownership and competent management of
     the Property; (b) there are no hidden or unapparent conditions of the
     Property, subsoil or structures that render the Property more or less
     valuable (no responsibility is assumed for such conditions or for arranging
     for engineering studies that may be required to discover them); (c) full
     compliance with all applicable federal, state and local zoning and
     environmental regulations and laws, unless noncompliance is stated, defined
     and considered in the Appraisal; and (d) all required licenses,
     certificates of occupancy and other governmental consents have been or can
     be obtained and renewed for any use on which the value estimate contained
     in the Appraisal is based.

8.   The physical condition of the improvements considered by the Appraisal is
     based on visual inspection by the Appraiser or other person identified in
     the Appraisal. C&W assumes no responsibility for the soundness of
     structural members nor for the condition of mechanical equipment, plumbing
     or electrical components.

9.   The forecasted potential gross income referred to in the Appraisal may be
     based on lease summaries provided by the owner or third parties. The
     Appraiser has not reviewed lease documents and assumes no responsibility
     for the authenticity or completeness of lease information provided by
     others. C&W recommends that legal advice be obtained regarding the
     interpretation of lease provisions and the contractual rights of parties.

10.  The forecasts of income and expenses are not predictions of the future.
     Rather, they are the Appraiser's best estimates of current market thinking
     on future income and expenses. The Appraiser and C&W make no warranty or
     representation that these forecasts will materialize. The real estate
     market is constantly fluctuating and changing. It is not the Appraiser's
     task to predict or in any way warrant the conditions of a future real
     estate market; the Appraiser can only reflect what the investment
     community, as of the date of the Appraisal, envisages for the future in
     terms of rental rates, expenses, supply and demand.

11.  Unless otherwise stated in the Appraisal, the existence of potentially
     hazardous or toxic materials which may have been used in the construction
     or maintenance of the improvements or may be located at or about the
     Property was not considered in arriving at the opinion of value. These
     materials (such as formaldehyde foam insulation, asbestos insulation and
     other potentially hazardous materials) may adversely affect the value of
     the Property. The Appraisers are not qualified to detect such substances.
     C&W recommends that an environmental expert be employed to determine the
     impact of these matters on the opinion of value.

12.  Unless otherwise stated in the Appraisal, compliance with the requirements
     of the Americans With Disabilities Act of 1990 (ADA) has not been
     considered in arriving at the opinion of value. Failure to comply with the
     requirements of the ADA may adversely affect the value of the property. C&W
     recommends that an expert in this field be employed.

================================================================================


                                      -98-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                 CERTIFICATION OF APPRAISAL
================================================================================

     We certify that, to the best of our knowledge and belief:

1.   Luten L. Teate, MAI, inspected the property.

2.   The statements of fact contained in this report are true and correct.

3.   The reported analyses, opinions, and conclusions are limited only by the
     reported assumptions and limiting conditions, and are our personal,
     unbiased professional analyses, opinions, and conclusions.

4.   We have no present or prospective interest in the property that is the
     subject of this report, and we have no personal interest or bias with
     respect to the parties involved.

5.   Our compensation is not contingent upon the reporting of a predetermined
     value or direction in value that favors the cause of the client, the amount
     of the value estimate, the attainment of a stipulated result, or the
     occurrence of a subsequent event. The appraisal assignment was not based on
     a requested minimum valuation, a specific valuation or the approval of a
     loan.

6.   No one provided significant professional assistance to the persons signing
     this report.

7.   Our analyses, opinions, and conclusions were developed, and this report has
     been prepared, in conformity with the Uniform Standards of Professional
     Appraisal Practice of the Appraisal Foundation and the Code of Professional
     Ethics and the Standards of Professional Appraisal Practice of the
     Appraisal Institute.

8.   The use of this report is subject to the requirements of the Appraisal
     Institute relating to review by its duly authorized representatives.

9.   As of the date of this report, Luten L. Teate, MAI, completed the
     requirements of the continuing education program of the Appraisal
     Institute.



/s/  Luten L. Teate
     --------------------------------
     Luten L. Teate, MAI
     Certified Real Estate Appraiser
     Georgia No. CGO01389

================================================================================


                                      -99-


                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


<PAGE>

                                                                    ADDENDA
================================================================================

Exhibit A       Recent Leases at Market Square
Exhibit B       Recent Sales Volume at Subject
Exhibit C       Rent Roll
Exhibit D       Expiration Summary
Exhibit E       Photographs of Competition
Exhibit F       Professional Qualifications of Appraiser

================================================================================

                                                                       CUSHMAN &
                                                                   WAKEFIELD (R)
                                                     ---------------------------
                                                     VALUATION ADVISORY SERVICES
                                                     ---------------------------


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